July 1, 2021 The Putnam Funds 100 Federal Street Boston, Massachusetts 02110 Ladies and Gentlemen:
July 1, 2021
The Xxxxxx Funds
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Ladies and Gentlemen:
Xxxxxx Investment Management, LLC (“PIM”) hereby contractually agrees, as of the date hereof, with |
respect to the funds specified below or in Schedule A, Schedule B, or Schedule C, to waive fees and |
reimburse certain expenses in the manner provided below: |
1. | Other expenses. | ||
a. | XXX agrees to waive fees and/or reimburse expenses of each open-end fund listed on | ||
Schedule A and each variable trust fund listed on Schedule B to the extent necessary to | |||
limit the cumulative expenses of the fund, exclusive of brokerage, interest, taxes, | |||
investment-related expenses (including borrowing costs, i.e., short selling and lines of | |||
credit costs), extraordinary expenses, acquired fund fees and expenses, and payments under | |||
the fund’s investor servicing contract, the fund’s investment management contract | |||
(including any applicable performance-based upward or downward adjustment to a fund’s | |||
base management fee), and the fund’s distribution plans, to an annual (measured on a fiscal | |||
year basis) rate of 0.20% of the fund’s average net assets. This contractual waiver will | |||
remain in effect for a fund through the expiration of one year following the effective date | |||
of the next annual update of the fund’s registration statement. | |||
b. | XXX agrees to waive fees and/or reimburse expenses of Xxxxxx Dynamic Asset Allocation | ||
Equity Fund to the extent necessary to limit the cumulative expenses of the fund, exclusive | |||
of brokerage, interest, taxes, investment-related expenses (including borrowing costs, i.e., | |||
short selling and lines of credit costs), extraordinary expenses, acquired fund fees and | |||
expenses, and payments under the fund’s investor servicing contract, the fund’s investment | |||
management contract, and the fund’s distribution plans, to an annual (measured on a fiscal | |||
year basis) rate of 0.02% of the fund’s average net assets. This contractual waiver will | |||
remain in effect through the expiration of the one-year period following the effective date | |||
of the next annual update of the fund’s registration statement. | |||
2. | Fund-specific expense limitations. | ||
a. | As set forth in the table below, XXX agrees to waive fees and/or reimburse expenses of | ||
each fund set forth below to the extent that the total annual fund operating expenses for the | |||
fund -- exclusive of payments under the fund’s distribution plans, any applicable | |||
performance-based upward or downward adjustment to the fund’s base management fee, | |||
brokerage, interest, taxes, investment-related expenses (including borrowing costs, i.e., | |||
short selling and lines of credit costs), extraordinary expenses, and acquired fund fees and |
expenses – would exceed the specified rate through the specified date, which is the | |||
expiration of the one-year period following the effective date of the next annual update of | |||
each fund’s registration statement: |
Fund | Proposed Contractual | Expiration | ||||
Limitation on Total | ||||||
Fund Operating | ||||||
Expenses | ||||||
Xxxxxx VT Emerging Markets Equity Fund | 1.09% | April 30, 2023 | ||||
Xxxxxx VT Multi-Asset Absolute Return Fund | 0.90% | April 30, 2023 | ||||
Xxxxxx VT Mortgage Securities Fund | 0.50% | April 30, 2023 |
b. | As set forth in the table below, XXX agrees to waive fees and/or reimburse expenses of | ||
each fund set forth below to the extent that the total annual fund operating expenses for the | |||
fund – exclusive of payments under the fund’s distribution plans, payments under the | |||
fund’s investor servicing contract, any applicable performance-based upward or downward | |||
adjustment to the fund’s base management fee, brokerage, interest, taxes, investment- | |||
related expenses (including borrowing costs, i.e., short selling and lines of credit costs), | |||
extraordinary expenses, and acquired fund fees and expenses – would exceed the specified | |||
rate through the specified date, which is the expiration of the one-year period following the | |||
effective date of the next post-effective amendment of each fund’s registration statement: |
Fund | Proposed Contractual | Expiration | ||||
Limitation on Total | ||||||
Fund Operating | ||||||
Expenses | ||||||
Xxxxxx Dynamic Risk Allocation Fund | 0.70% | Sept. 30, 2022 | ||||
Xxxxxx Emerging Markets Equity Fund | 0.78% | December 30, | ||||
2022 | ||||||
Xxxxxx Global Income Trust | 0.43% | February 28, | ||||
2023 | ||||||
Xxxxxx Income Fund | 0.33% | Feb. 28, 2023 | ||||
Xxxxxx Intermediate-Term Municipal Income | 0.52% | March 30, 2023 | ||||
Fund | ||||||
Xxxxxx Mortgage Opportunities Fund | 0.46% | September 30, | ||||
2022 | ||||||
Xxxxxx Ultra Short Duration Income Fund | 0.24% | Nov. 30, 2022 | ||||
Xxxxxx Short-Term Municipal Income Fund | 0.28% | March 30, 2023 |
3. | Xxxxxx Short Term Investment Fund. XXX agrees to waive the contractual management fee of | |
0.25% for Xxxxxx Short Term Investment Fund through November 30, 2022, the expiration of the | ||
one-year period following the effective date of the next update of the fund’s registration statement. | ||
4. | Xxxxxx VT Focused International Equity Fund. XXX agrees to waive 5 basis points of the | |
contractual management fee payable by Xxxxxx VT Focused International Equity Fund through |
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April 30, 2023, the expiration of the one-year period following the effective date of the next annual | ||
update of the fund’s registration statement. |
5. | Target Date Funds. |
a. | RetirementReady Funds: XXX agrees to (1) waive fees and/or reimburse expenses of each | ||
Xxxxxx RetirementReady Fund, in an amount equal to the fund’s “acquired fund fees and | |||
expenses” and (2) waive fees and/or reimburse expenses of each class of shares specified below | |||
of each Xxxxxx RetirementReady Fund in an amount sufficient to result in total annual fund | |||
operating expenses for each share class of the fund – exclusive of payments under the fund’s | |||
distribution plan, brokerage, interest, taxes, investment-related expenses (including borrowing | |||
costs, i.e., short selling and lines of credit costs), and extraordinary expenses – that equal the | |||
amount specified in the table below of the fund’s average net assets attributable to each such | |||
class. Each of these contractual waivers will remain in effect through the date that is three | |||
years after the effective date of the next annual update of each fund’s registration statement | |||
(except for Xxxxxx RetirementReady® 2060 Fund, which will remain in effect through the date | |||
that is ten years after the effective date of the next annual update of the fund’s registration | |||
statement). |
Share Class | Net Total Expense | ||
Ratio Cap | |||
Class A | 0.65% | ||
Class B | 0.65% | ||
Class C | 0.65% | ||
Class R | 0.80% | ||
Class R3 | 0.80% | ||
Class R4 | 0.80% | ||
Class R5 | 0.65% | ||
Class R6 | 0.55% | ||
Class Y | 0.65% |
b. | Retirement Advantage Funds: XXX agrees to (1) waive fees and/or reimburse expenses of | ||
each Xxxxxx Retirement Advantage Fund in an amount equal to each fund’s “acquired | |||
fund fees and expenses” and (2) waive fees and/or reimburse expenses of each class of | |||
shares specified below of each Xxxxxx Retirement Advantage Fund in an amount sufficient | |||
to result in total annual fund operating expenses for each class of each fund – exclusive of | |||
payments under the fund’s distribution plan, brokerage, interest, taxes, investment-related | |||
expenses (including borrowing costs, i.e., short selling and lines of credit costs), and | |||
extraordinary expenses – that equal the amount specified in the table below of the fund’s | |||
average net assets attributable to each such class. Each of these contractual waivers will | |||
remain in effect through the date that is three years after the effective date of the next annual | |||
update of each fund’s registration statement. |
Share Class | Net Total Expense | ||
Ratio Cap | |||
Class A | 0.55% | ||
Class C | 0.55% | ||
Class R | 0.70% | ||
Class R3 | 0.70% |
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Class R4 | 0.70% | ||
Class R5 | 0.55% | ||
Class R6 | 0.45% | ||
Class Y | 0.55% |
Effective July 1, 2021, this contractual undertaking supersedes any prior contractual expense limitation |
provisions between PIM and the funds. This undertaking shall be binding upon any successors and |
assignees of PIM. |
A copy of the Declaration of Trust (including any amendments thereto) of each of The Xxxxxx Funds is on |
file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this |
instrument is executed on behalf of the Trustees of each Xxxxxx Fund as trustees and not individually and |
that the obligations of or arising out of this instrument are not binding upon any of the Trustees or officers |
or shareholders individually, but binding only upon the assets and property of each Xxxxxx Fund with |
respect to its obligations under this instrument. Furthermore, notice is given that the assets and liabilities |
of each series of each Xxxxxx Fund that is a series company are separate and distinct and that the obligations |
of or arising out of this instrument are several and not joint or joint and several and are binding only on the |
assets of each series with respect to its obligations under this instrument. Each fund is acting on its own |
behalf separately from all of the other investment companies and not jointly or jointly and severally with |
any of the other investment companies. |
Very truly yours, | ||
XXXXXX INVESTMENT MANAGEMENT, LLC | ||
By: | /s/ Xxxxxxx X. Xxxx__________ | |
Xxxxxxx X. Xxxx | ||
Vice President and Chief Legal Officer |
Agreed and accepted by each Xxxxxx fund listed on Schedule A, | |
Schedule B and Schedule C | |
By: | /s/ Xxxxxxxx X. Xxxxxxx_______________ |
Xxxxxxxx X. Xxxxxxx | |
Executive Vice President, Principal | |
Executive Officer, and Compliance Liaison |
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Schedule A |
Xxxxxx California Tax Exempt Income Fund | |
Xxxxxx Convertible Securities Fund | |
Xxxxxx Diversified Income Trust | |
Xxxxxx Asset Allocation Funds | |
- Xxxxxx Dynamic Asset Allocation Balanced Fund | |
- Xxxxxx Dynamic Asset Allocation Conservative Fund | |
- Xxxxxx Dynamic Asset Allocation Growth Fund | |
- Xxxxxx Income Strategies Portfolio | |
Xxxxxx Focused International Equity Fund | |
Xxxxxx Funds Trust | |
- Xxxxxx Dynamic Risk Allocation Fund | |
- Xxxxxx Emerging Markets Equity Fund | |
- Xxxxxx Fixed Income Absolute Return Fund | |
- Xxxxxx Floating Rate Income Fund | |
- Xxxxxx Focused Equity Fund | |
- Xxxxxx Global Technology Fund | |
- Xxxxxx Intermediate-Term Municipal Income Fund | |
- Xxxxxx International Value Fund | |
- Xxxxxx Mortgage Opportunities Fund | |
- Xxxxxx Multi-Asset Absolute Return Fund | |
- Xxxxxx Multi-Cap Core Fund | |
- Xxxxxx Short Duration Bond Fund | |
- Xxxxxx Short-Term Municipal Income Fund | |
- Xxxxxx Small Cap Growth Fund | |
- Xxxxxx Ultra Short Duration Income Fund | |
Xxxxxx Xxxxxx Balanced Fund | |
Xxxxxx Global Health Care Fund | |
Xxxxxx Global Income Trust | |
Xxxxxx High Yield Fund | |
Xxxxxx Income Fund | |
Xxxxxx International Equity Fund | |
Xxxxxx Investment Funds | |
-Xxxxxx Government Money Market Fund | |
-Xxxxxx Growth Opportunities Fund | |
-Xxxxxx International Capital Opportunities Fund | |
-Xxxxxx PanAgora Risk Parity Fund | |
-Xxxxxx Research Fund | |
-Xxxxxx Small Cap Value Fund | |
-Xxxxxx Sustainable Future Fund | |
Xxxxxx Large Cap Value Fund | |
Xxxxxx Massachusetts Tax Exempt Income Fund | |
Xxxxxx Minnesota Tax Exempt Income Fund | |
Xxxxxx Money Market Fund | |
Xxxxxx Mortgage Securities Fund | |
Xxxxxx New Jersey Tax Exempt Income Fund | |
Xxxxxx New York Tax Exempt Income Fund |
5 |
Xxxxxx Ohio Tax Exempt Income Fund | |
Xxxxxx Pennsylvania Tax Exempt Income Fund | |
Xxxxxx Sustainable Leaders Fund | |
Xxxxxx Tax Exempt Income Fund | |
Xxxxxx Tax-Free Income Trust | |
-Xxxxxx Strategic Intermediate Municipal Fund | |
-Xxxxxx Tax-Free High Yield Fund |
6 |
Schedule B |
Xxxxxx Variable Trust | |
- Xxxxxx VT Diversified Income Fund | |
- Xxxxxx VT Emerging Markets Equity Fund | |
- Xxxxxx VT Focused International Equity Fund | |
- Xxxxxx VT Xxxxxx Xxxxxx Balanced Fund | |
- Xxxxxx VT Global Asset Allocation Fund | |
- Xxxxxx VT Global Health Care Fund | |
- Xxxxxx VT Government Money Market Fund | |
- Xxxxxx VT Growth Opportunities Fund | |
- Xxxxxx VT High Yield Fund | |
- Xxxxxx VT Income Fund | |
- Xxxxxx VT International Equity Fund | |
- Xxxxxx VT International Value Fund | |
- Xxxxxx VT Large Cap Value Fund | |
- Xxxxxx VT Mortgage Securities Fund | |
- Xxxxxx VT Multi-Asset Absolute Return Fund | |
- Xxxxxx VT Multi-Cap Core Fund | |
- Xxxxxx VT Research Fund | |
- Xxxxxx VT Small Cap Growth Fund | |
- Xxxxxx VT Small Cap Value Fund | |
- Xxxxxx VT Sustainable Future Fund | |
- Xxxxxx VT Sustainable Leaders Fund |
7 |
Schedule C |
Other Funds Subject to Expense Limitations |
Xxxxxx Funds Trust | |
- Xxxxxx Dynamic Asset Allocation Equity Fund | |
- Xxxxxx Short Term Investment Fund | |
Xxxxxx Target Date Funds | |
- Xxxxxx RetirementReady Maturity Fund | |
- Xxxxxx RetirementReady 2065 Fund | |
- Xxxxxx RetirementReady 2060 Fund | |
- Xxxxxx RetirementReady 2055 Fund | |
- Xxxxxx RetirementReady 2050 Fund | |
- Xxxxxx RetirementReady 2045 Fund | |
- Xxxxxx RetirementReady 2040 Fund | |
- Xxxxxx RetirementReady 2035 Fund | |
- Xxxxxx RetirementReady 2030 Fund | |
- Xxxxxx RetirementReady 2025 Fund | |
- Xxxxxx Retirement Advantage Maturity Fund | |
- Xxxxxx Retirement Advantage 2065 Fund | |
- Xxxxxx Retirement Advantage 2060 Fund | |
- Xxxxxx Retirement Advantage 2055 Fund | |
- Xxxxxx Retirement Advantage 2050 Fund | |
- Xxxxxx Retirement Advantage 2045 Fund | |
- Xxxxxx Retirement Advantage 2040 Fund | |
- Xxxxxx Retirement Advantage 2035 Fund | |
- Xxxxxx Retirement Advantage 2030 Fund | |
- Xxxxxx Retirement Advantage 2025 Fund |
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