FORM OF AUTHORIZED PARTICIPANT AGREEMENT PUTNAM ETF TRUSTAuthorized Participant Agreement • December 28th, 2021 • Putnam ETF Trust • New York
This Authorized Participant Agreement (the “Agreement”) is entered into by and between Foreside Fund Services, LLC (the “Distributor”) and __________ (the “Participant”) and is subject to acceptance by State Street Bank and Trust Company (the “Transfer Agent”) as transfer agent for Putnam ETF Trust (the “Trust”), a series trust offering a number of portfolios of securities (each a “Fund” and collectively the “Funds”). Capitalized terms used but not defined herein are defined in the current prospectus for each Fund as it may be supplemented or amended from time to time, and included in the Trust’s Registration Statement on Form N-1A, as it may be amended from time to time, or otherwise filed with the U.S. Securities and Exchange Commission (“SEC”) (together with such Fund’s Statement of Additional Information incorporated therein, the “Prospectus”).
RE: Second Amendment to Putnam Funds Amended and Restated Uncommitted Line of Credit Ladies and Gentlemen:Putnam Funds Amended and Restated Uncommitted Line of Credit • December 28th, 2021 • Putnam ETF Trust
Pursuant to an amended and restated letter agreement dated as of September 24, 2015 (as amended from time to time, the “Loan Agreement”) among State Street Bank and Trust Company (the “Bank”) and each of the management investment companies registered under the Investment Company Act listed on Appendix I attached thereto (each, a “Borrower”), the Bank has made available to each of the Borrowers, for itself or on behalf of designated fund series thereof, a $235,500,000 uncommitted, unsecured line of credit (the “Uncommitted Line”). The obligations of the Borrowers arising under the Uncommitted Line are evidenced by an amended and restated promissory note in the original principal amount of $235,500,000, dated September 24, 2015, executed by each of the Borrowers, for itself or on behalf of such designated fund series thereof, in favor of the Bank (as amended, the “Note”). Any capitalized term not otherwise defined herein shall have the same meaning as set forth in the Loan Agreement.
GRAPHIC OMITTED: STATE STREET LOGO]Putnam Funds Amended and Restated Uncommitted Line of Credit • December 28th, 2021 • Putnam ETF Trust
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • December 28th, 2021 • Putnam ETF Trust • Massachusetts
AMENDMENT NO. 1 (this “Amendment”), dated as of September 22, 2016, to the Credit Agreement, dated as of September 24, 2015, among each trust company listed on Schedule A hereto, the Banks and other lending institutions party thereto, and State Street Bank and Trust Company, as Agent, as amended, supplemented or otherwise modified by Joinder Agreement No. 1, dated as of August 29, 2016 (as the same has been or may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).
GRAPHIC OMITTED: STATE STREET LOGO]Putnam Funds Amended and Restated Uncommitted Line of Credit • December 28th, 2021 • Putnam ETF Trust
GRAPHIC OMITTED: STATE STREET LOGO]Putnam Funds Amended and Restated Uncommitted Line of Credit • December 28th, 2021 • Putnam ETF Trust
Pursuant to an amended and restated letter agreement dated as of September 24, 2015 (as amended from time to time, the “Loan Agreement”) among State Street Bank and Trust Company (the “Bank”) and each of the management investment companies registered under the Investment Company Act listed on Appendix I attached thereto (each, a “Borrower”), the Bank has made available to each of the Borrowers, for itself or on behalf of designated fund series thereof, a $235,500,000 uncommitted, unsecured line of credit (the “Uncommitted Line”). The obligations of the Borrowers arising under the Uncommitted Line are evidenced by an amended and restated promissory note in the original principal amount of $235,500,000, dated September 24, 2015, executed by each of the Borrowers, for itself or on behalf of such designated fund series thereof, in favor of the Bank (as amended, the “Note”). Any capitalized term not otherwise defined herein shall have the same meaning as set forth in the Loan Agreement.
AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • December 28th, 2021 • Putnam ETF Trust • Massachusetts
AMENDMENT NO. 3 (this “Amendment”), dated as of September 20, 2018, to the Credit Agreement, dated as of September 24, 2015, among each trust listed on Schedule A hereto, the Banks and other lending institutions party thereto, and State Street Bank and Trust Company, as Agent, as amended, supplemented or otherwise modified by Joinder Agreement No. 1, dated as of August 29, 2016, Amendment No. 1, dated as of September 22, 2016, the notice letter, dated February 22, 2017, the notice letter, dated April 19, 2017, and Amendment No. 2, dated as of September 21, 2017 (as the same has been or may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).
Letter Amendment October 15, 2021Amendment to Loan Agreement • December 28th, 2021 • Putnam ETF Trust
State Street Bank and Trust Company (the “Bank”) has made available a $235,500,000 uncommitted discretionary demand line of credit (the “Credit Line”) to each of the Borrowers, each acting on its own behalf or, as applicable, on behalf of each of its respective Existing Funds (as defined below) as described in a letter agreement dated September 24, 2015, by and among the Borrowers and the Bank (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Loan Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Existing Loan Agreement.
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 28th, 2021 • Putnam ETF Trust • Delaware
This Indemnification Agreement (the “Agreement”) is made as of the date set forth on the signature page by and between Putnam ETF Trust, a Delaware statutory trust (the “Trust”), and the Trustee of the Trust whose name is set forth on the signature page (the “Trustee”).
AMENDMENT NO. 4 TO CREDIT AGREEMENTCredit Agreement • December 28th, 2021 • Putnam ETF Trust • Massachusetts
AMENDMENT NO. 4 (this “Amendment”), dated as of September 19, 2019, to the Credit Agreement, dated as of September 24, 2015, among each trust listed on Schedule A hereto, the Banks and other lending institutions party thereto, and State Street Bank and Trust Company, as Agent, as amended, supplemented or otherwise modified by Joinder Agreement No. 1, dated as of August 29, 2016, Letter Agreement, dated as of August 29, 2016, Amendment No. 1, dated as of September 22, 2016, Notice Letter, dated October 5, 2016, Notice Letter, dated February 22, 2017, Notice Letter, dated April 19, 2017, Amendment No. 2, dated as of September 21, 2017, Amendment No. 3, dated as of September 20, 2018, Consent No. 1, dated as of November 30, 2018, Notice Letter, dated May 31, 2019, and Consent No. 2, dated as of June 24, 2019 (as the same has been or may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).
JOINDER AGREEMENT NO. 1Joinder Agreement • December 28th, 2021 • Putnam ETF Trust • Massachusetts
JOINDER AGREEMENT NO. 1 (this “Agreement”), dated as of August 29, 2016, to the Credit Agreement, dated as of September 24, 2015, among each trust company listed on Schedule A hereto, the Banks and other lending institutions party thereto, and State Street Bank and Trust Company, as Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Each term that is defined in the Credit Agreement and not herein defined has the meaning ascribed thereto by the Credit Agreement when used herein.
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • December 28th, 2021 • Putnam ETF Trust • Massachusetts
AMENDMENT NO. 2 (this “Amendment”), dated as of September 21, 2017, to the Credit Agreement, dated as of September 24, 2015, among each trust company listed on Schedule A hereto, the Banks and other lending institutions party thereto, and State Street Bank and Trust Company, as Agent, as amended, supplemented or otherwise modified by Joinder Agreement No. 1, dated as of August 29, 2016, Amendment No. 1, dated as of September 22, 2016, the notice letter, dated February 22, 2017 and the notice letter, dated April 19, 2017 (as the same has been or may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).
