Putnam Tax Exempt Income Fund Sample Contracts

PUTNAM TAX EXEMPT INCOME FUND MANAGEMENT CONTRACT
Management Contract • February 9th, 2024 • Putnam Tax Exempt Income Fund

This Management Contract is dated as of January 31, 2024 between PUTNAM TAX EXEMPT INCOME FUND, a Massachusetts business trust (the “Fund”), and PUTNAM INVESTMENT MANAGEMENT, LLC, a Delaware limited liability company (the “Manager”).

PUTNAM TAX EXEMPT INCOME FUND AMENDED AND RESTATED DISTRIBUTOR’S CONTRACT
Distributor’s Contract • January 26th, 2024 • Putnam Tax Exempt Income Fund

Amended and Restated Distributor’s Contract dated January 1, 2024, by and between PUTNAM TAX EXEMPT INCOME FUND, a Massachusetts business trust (the “Fund”; each reference in this Contract or in the Terms and Conditions defined below to “a Fund” or “the Fund” is also deemed to be a reference to any existing series of the Fund, as appropriate in the particular context), and PUTNAM RETAIL MANAGEMENT LIMITED PARTNERSHIP, a Massachusetts limited partnership (“Putnam”).

PUTNAM TAX EXEMPT INCOME FUND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • January 28th, 2015 • Putnam Tax Exempt Income Fund • Massachusetts

This AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made at Boston, Massachusetts, on this 21st day of March, 2014, hereby amends and restates in its entirety the Agreement and Declaration of Trust dated November 9, 1992, as heretofore amended, by the Trustees hereunder and by the holders of shares of beneficial interest issued hereunder as hereinafter provided.

DEALER SERVICE AGREEMENT
Dealer Service Agreement • January 27th, 1998 • Putnam Tax Exempt Income Fund • Massachusetts
PUTNAM TAX EXEMPT INCOME FUND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST This AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made at Boston, Massachusetts, on this 21st day of March, 2014, hereby amends and restates in its...
Agreement and Declaration of Trust • November 26th, 2014 • Putnam Tax Exempt Income Fund

PUTNAM TAX EXEMPT INCOME FUND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST This AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made at Boston, Massachusetts, on this 21st day of March, 2014, hereby amends and restates in its entirety the Agreement and Declaration of Trust dated November 9, 1992, as heretofore amended, by the Trustees hereunder and by the holders of shares of beneficial interest issued hereunder as hereinafter provided. WITNESSETH that WHEREAS, this Trust has been formed to carry on the business of an investment company; and WHEREAS, the Trustees have agreed to manage all property coming into their hands as trustees of a Massachusetts voluntary association with transferable shares in accordance with the provisions hereinafter set forth; NOW, THEREFORE, the Trustees hereby declare that they will hold all cash, securities and other assets, which they may from time to time acquire in any manner as Trustees hereunder IN TRUST to manage and dispose of the

MANAGEMENT CONTRACT
Management Contract • January 28th, 1997 • Putnam Tax Exempt Income Fund
FINANCIAL INSTITUTION SERVICE AGREEMENT
Financial Institution Service Agreement • January 27th, 1998 • Putnam Tax Exempt Income Fund • Massachusetts
Contract
Distributor’s Contract • January 28th, 2025 • Putnam Tax Exempt Income Fund

PUTNAM TAX EXEMPT INCOME FUND AMENDED AND RESTATED DISTRIBUTOR’S CONTRACT Amended and Restated Distributor’s Contract dated August 2, 2024, by and between PUTNAM TAX EXEMPT INCOME FUND, a Massachusetts business trust (the “Fund”; each reference in this Contract or in the Terms and Conditions defined below to “a Fund” or “the Fund” is also deemed to be a reference to any existing series of the Fund, as appropriate in the particular context), and FRANKLIN DISTRIBUTORS, LLC, a Delaware limited liability company (“Franklin Distributors”). WHEREAS, the Fund and Franklin Distributors are desirous of entering into this agreement to provide for the distribution by Franklin Distributors of shares of the Fund; NOW, THEREFORE, in consideration of the mutual agreements contained in the Terms and Conditions of Amended and Restated Distributor’s Contract attached to and forming a part of this Contract (the “Terms and Conditions”), the Fund hereby appoints Franklin Distributors as a distributor of sh

AMENDED AND RESTATED MASTER INTERFUND LENDING AGREEMENT
Master Interfund Lending Agreement • January 28th, 2025 • Putnam Tax Exempt Income Fund • Massachusetts

This Amended and Restated Master Interfund Lending Agreement (as further amended, restated, supplemented or otherwise modified from time to time, the “Master Agreement”), dated as of November 22, 2024 (the “Effective Date”), is by and among each investment company listed on Schedule A or Schedule B hereto (collectively, the “Trusts,” and each portfolio series of a Trust (or if the relevant Trust has no portfolio series, then the relevant Trust) shall be referred to herein as a “Fund” and collectively as the “Funds”), Putnam Investment Management, LLC (“Putnam Management”), and Franklin Advisers, Inc. (“Franklin Advisers,” and, together with Putnam Management, the “Advisers”).

PUTNAM TAX EXEMPT INCOME FUND CLASS T DISTRIBUTION PLAN AND AGREEMENT
Distribution Plan and Agreement • February 27th, 2017 • Putnam Tax Exempt Income Fund

This Plan and Agreement (the “Plan”) constitutes the Distribution Plan for the Class T shares of Putnam Tax Exempt Income Fund, a Massachusetts business trust (the “Trust”), adopted pursuant to the provisions of Rule 12b-1 under the Investment Company Act of 1940 (the “Act”) and the related agreement between the Trust and Putnam Retail Management Limited Partnership (“PRM”). During the effective term of this Plan, the Trust may incur expenses primarily intended to result in the sale of its Class T shares upon the terms and conditions hereinafter set forth:

INDEMNIFICATION AGREEMENT
Indemnification Agreement • January 28th, 2025 • Putnam Tax Exempt Income Fund • Massachusetts

This Indemnification Agreement (the “Agreement”) is made as of the date set forth on the signature page by and between the Massachusetts business trusts comprising The Putnam Funds listed on Exhibit A hereto (as the same may from time to time be amended to add one or more additional trusts comprising The Putnam Funds or to delete one or more of such trusts) (each, a “Trust”), each Trust acting severally on its own behalf and not jointly or jointly and severally with any other Trust, and the Trustee of each Trust whose name is set forth on the signature page (the “Trustee”).

ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • January 28th, 2025 • Putnam Tax Exempt Income Fund

This Assignment and Assumption Agreement is made as of July 15, 2024, by and between Franklin Advisers, Inc. (“FAV”) and Putnam Investment Management, LLC (“PIM”), each an indirect, wholly-owned subsidiary of Franklin Resources, Inc.

AMENDMENT NO. 12 TO CREDIT AGREEMENT
Credit Agreement • January 28th, 2025 • Putnam Tax Exempt Income Fund

AMENDMENT NO. 12 (this “Amendment”), dated as of April 30, 2024 to the Credit Agreement, dated as of September 24, 2015, among each trust listed on Schedule 2 hereto, the Banks and other lending institutions party thereto (the “Existing Banks”), and State Street Bank and Trust Company, as Agent (in such capacity the “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 to Credit Agreement, 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 to Credit Agreement, dated as of September 21, 2017, Amendment No. 3 to Credit Agreement, dated as of September 20, 2018, Consent No. 1, dated as of November 30, 2018, Notice Letter, dated May 31, 2019, Consent No. 2, dated as of June 24, 2019, Amendment No. 4 to Credit Agreement, dated as of September 19, 2019, Amendme

SUBADVISORY AGREEMENT
Subadvisory Agreement • January 28th, 2025 • Putnam Tax Exempt Income Fund

THIS SUBADVISORY AGREEMENT (the “Agreement”) is made as of November 1, 2024 by and between FRANKLIN ADVISERS, INC., a corporation organized and existing under the laws of the State of California (hereinafter called “FAV”), and FRANKLIN TEMPLETON INVESTMENT MANAGEMENT LIMITED (“FTIML”), a corporation existing under the laws of the United Kingdom.

PUTNAM FUNDS Interim SUB-MANAGEMENT CONTRACT
Interim Sub-Management Contract • January 26th, 2024 • Putnam Tax Exempt Income Fund

This Interim Sub-Management Contract is dated as of January 1, 2024 between PUTNAM INVESTMENT MANAGEMENT, LLC, a Delaware limited liability company (the “Manager”) and PUTNAM INVESTMENTS LIMITED, a company organized under the laws of England and Wales (the “Sub-Manager”).

FINANCIAL INSTITUTION SERVICE AGREEMENT Between:
Financial Institution Service Agreement • January 28th, 2025 • Putnam Tax Exempt Income Fund

We are pleased to inform you that, pursuant to the terms of this Financial Institution Service Agreement, we are authorized to pay you service fees in connection with the accounts of your customers that hold shares of certain Putnam Funds listed in Schedule 1 that have adopted distribution plans pursuant to Rule 12b-1 (the “12b-1 Funds”). Payment of the service fees is subject to your initial and continuing satisfaction of the following terms and conditions which may be revised by us from time to time: (see Schedule 1)

PUTNAM TAX EXEMPT INCOME FUND INTERIM MANAGEMENT CONTRACT
Interim Management Contract • January 26th, 2024 • Putnam Tax Exempt Income Fund

This Interim Management Contract is dated as of January 1, 2024 between PUTNAM TAX EXEMPT INCOME FUND, a Massachusetts business trust (the “Fund”), and PUTNAM INVESTMENT MANAGEMENT, LLC, a Delaware limited liability company (the “Manager”).

PUTNAM FUNDS SUB-MANAGEMENT CONTRACT
Sub-Management Contract • February 9th, 2024 • Putnam Tax Exempt Income Fund

This Sub-Management Contract is dated as of January 1, 2024 between PUTNAM INVESTMENT MANAGEMENT, LLC, a Delaware limited liability company (the “Manager”) and PUTNAM INVESTMENTS LIMITED, a company organized under the laws of England and Wales (the “Sub-Manager”).

MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • January 27th, 2010 • Putnam Tax Exempt Income Fund • Massachusetts

This Agreement is made as of January 1, 2007 by and among each management investment company identified on Appendix A hereto, each such investment company 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 (each such investment company and each management investment company made subject to this Agreement in accordance with Section 21.5 below shall hereinafter be referred to as a “Fund”), and STATE STREET BANK and TRUST COMPANY, a Massachusetts trust company (the “Custodian”).

Ropes & Gray LLP Letterhead] September 17, 2007
Agreement and Plan of Reorganization • September 28th, 2007 • Putnam Tax Exempt Income Fund

Putnam Tax-Free Health Care Fund One Post Office Square Boston, Massachusetts 02109 Putnam Tax Exempt Income Fund One Post Office Square Boston, Massachusetts 02109

PUTNAM TAX EXEMPT INCOME FUND AMENDMENT NO. 1 to AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Amended and Restated Agreement and Declaration of Trust • January 28th, 2011 • Putnam Tax Exempt Income Fund

This instrument may be executed in several counterparts, each of which shall be deemed an original, but all taken together shall constitute one instrument.

January 6, 2011 Each of the Borrowers listed on Appendix I hereto One Post Office Square Boston, MA 02109 Attention: Jonathan S. Horwitz, Executive Vice President, Principal Executive Officer, Treasurer and Compliance Liaison RE: First Amendment to...
First Amendment to Putnam Funds Committed Line of Credit • January 28th, 2011 • Putnam Tax Exempt Income Fund

Pursuant to a letter agreement dated as of July 6, 2010 (as amended, 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 $285,000,000 committed, unsecured line of credit (the “Committed Line”). The obligations of the Borrowers arising under the Committed Line are evidenced by a promissory note in the original principal amount of $285,000,000, dated July 6, 2010, executed by each of the Borrowers, for itself or on behalf of such designated fund series thereof, in favor of the Bank (the “Note”). Any capitalized term not otherwise defined herein shall have the same meaning as set forth in the Loan Agreement.