UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

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PUTNAM MANAGED MUNICIPAL INCOME TRUST

PUTNAM MASTER INTERMEDIATE INCOME TRUST

PUTNAM MUNICIPAL OPPORTUNITIES TRUST

PUTNAM PREMIER INCOME TRUST

(Name of Registrant as Specified in its Charter)

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A message from Putnam
Investments and the Trustees
of the Putnam funds

A few minutes of your time now can help save time and expenses later.

Dear Fellow Shareholder:

We are asking for your vote on important matters affecting your investment in one or more of the Putnam closed-end funds.funds (the “funds” or the “Putnam Closed-End Funds”). The Putnam closed-end fundsClosed-End Funds will hold their annual shareholderspecial meetings of shareholders on April 22, 2022October 6, 2023 in Boston, Massachusetts. We are asking you — and all shareholders — to consider and vote on the important matters described below.

You may conveniently vote conveniently by:

• Visiting the website listed on the proxy card.

• Calling by telephone, using the toll-free number listed on the proxy card.

• Mailing the enclosed proxy card — be sure to sign, date, and return the card in the enclosed postage-paid envelope.

Of course, you are also welcome to attend the annual your fund’s special shareholder meeting on April 22, 2022, and vote your shares during the meeting with respect to the following matters:in person.

1. Fixing the numberThe Board of Trustees at 11of the Putnam funds unanimously recommend that you vote “FOR” all proposals described below.

On May 31, 2023, Great-West Lifeco Inc., the parent company of Putnam U.S. Holdings I, LLC (“Putnam Holdings”), entered into a definitive purchase agreement with Franklin Resources, Inc. (“FRI” and, electing Trustees.

Shareholderstogether with its subsidiaries, “Franklin Templeton”) and a subsidiary of each fund are being askedFRI for the subsidiary to fixacquire Putnam Holdings from Great-West Lifeco Inc. (the “Transaction”). Putnam Holdings is the numberparent company of Trustees at 11 and to elect Trustees at the upcoming annual meeting. Although Trustees do not manage fund portfolios, they play an important role in protecting shareholders. Trustees are responsible for approving the fees paid to your fund’s investment adviser and subadviser to the funds. The Transaction will cause the funds’ current management and sub-advisory contracts to terminate in accordance with applicable law and the terms of each contract. The Transaction will not be completed unless certain conditions are met. One of these conditions effectively requires shareholders of a substantial number of Putnam funds to approve new management contracts to replace those that will terminate automatically upon consummation of the Transaction. We are

therefore asking shareholders to approve a new management contract and new sub-advisory contract for each fund. Each fund’s Board of Trustees has approved the new contracts. It is important to note that your fund’s management fee rate under its affiliates, reviewing overall fund expenses, selectingnew contract will remain the fund’s auditors, monitoring conflicts of interest, overseeingsame, and the fund’s compliance with federal securities laws, and voting proxies forTransaction is not expected to result in any change in the fund’s portfolio securities. All but onemanagers of your fund’s Trustees currently are independent of the fund and Putnam Investment Management, LLC (“Putnam Management”).fund.

Detailed information regarding these proposals may be found in the enclosed proxy statement.

Please vote today.today

We encourage you to sign and return your WHITEproxy card today or, alternatively, to vote online or by telephone using the voting control number that appears on yourWHITE proxy card. Delaying your vote will increase fund expenses if further mailings are required. Your shares will be voted on your behalf exactly as you have instructed. If you sign theWHITE proxy card without specifying your vote, your shares will be voted in accordance with the Board of Trustees’ recommendations.

Your vote is extremely important. If you have questions, please call toll-free 1-877-536-1555 or contact your financial advisor.

We appreciate your participation and prompt response, and thank you for investing in the Putnam family of funds.

Sincerely yours,

Robert L. Reynolds

President and Chief Executive Officer

March 22, 2022Putnam Investments

Kenneth R. Leibler

Chair

Board of Trustees

The Putnam funds

Table of Contents

PROXY CARDCARD(S) ENCLOSED

If you have any questions, please call toll-free 1-877-536-1555 or callcontact your financial advisor.

Important Notice Regarding the AvailabilityIMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL SHAREHOLDER MEETINGS OF THE PUTNAM CLOSED-END FUNDS TO BE HELD ON OCTOBER 6, 2023: The notice of a special meeting of shareholders, Joint Proxy Materials for the Annual Shareholder Meeting to be Held on April 22, 2022.

TheStatement and your form of proxy statement iscard are available at https://www.putnam.com/static/pdf/email/putnamfunds-proxy-statement.pdf.

CEF-proxy-statement.pdf.

Notice of a Special Meeting of Shareholders of the Putnam Closed-End Funds

To the Shareholders of:

PUTNAM MANAGED MUNICIPAL INCOME TRUST

PUTNAM MASTER INTERMEDIATE INCOME TRUST

PUTNAM MUNICIPAL OPPORTUNITIES TRUST

PUTNAM PREMIER INCOME TRUST

Notice of Annual Meeting of Shareholders

To the Shareholders of:
PUTNAM MANAGED MUNICIPAL INCOME TRUST
PUTNAM MASTER INTERMEDIATE INCOME TRUST
PUTNAM MUNICIPAL OPPORTUNITIES TRUST
PUTNAM PREMIER INCOME TRUST

This is the formal agenda for your fund’s annualspecial shareholder meeting. It tells you what proposals will be voted on and the time and place of the annual meeting.special meeting, in the event you attend in person.

The annualA special meeting of shareholders of your fund will be held on April 22, 2022October 6, 2023 at 1:11:00 p.m.a.m., Boston time, at the principal offices of the funds, 100 Federal Street, Boston, MA 02110, to consider the following proposals:proposals, in each case as applicable to the particular funds listed in the table below:

As part of our effort to maintain a safeBy Michael J. Higgins, Clerk, and healthy environment at the annual meeting, each fund andby the Trustees are closely monitoring statements issued by the Centers for Disease Control and Prevention (cdc.gov) regarding the coronavirus pandemic. For that reason, the Trustees reserve the right to reconsider the date, time and/or means of convening your fund’s meeting.

In order for you to be represented at your fund’s annualspecial shareholder meeting, we urge you to record your voting instructions over the Internet or by telephone or to mark, sign, date, and mail the enclosed WHITEproxy card(s) in the postage-paid envelope provided.

March 22, 2022August 3, 2023

Joint Proxy Statement

This document (the “Proxy Statement”) gives you the information you need to vote on the proposals. Much of the information is required under rules of the Securities and Exchange Commission (the “SEC”); some of it is technical. If there is anything you don’t understand, please call toll-free 1-877-536-1555 or call your financial advisor.professional.

WhoThe Notice of a Special Meeting, the WHITE proxy card and this Proxy Statement are being mailed to shareholders beginning on or about August 3, 2023.

On May 31, 2023, Great-West Lifeco Inc. (“Great-West Lifeco”), the parent company of Putnam U.S. Holdings I, LLC (“Putnam Holdings”), entered into a definitive purchase agreement with Franklin Resources, Inc. (“FRI” and, together with its subsidiaries, “Franklin Templeton”) and a subsidiary of FRI for the subsidiary to acquire Putnam Holdings from Great-West Lifeco (the “Transaction”). Putnam Holdings is the parent company of Putnam Investment Management, LLC (“Putnam Management”), the investment adviser to the Putnam closed-end funds (the “funds” or the “Putnam Closed-End Funds”), and of Putnam Investments Limited (“PIL”) subadviser to the funds. In this Proxy Statement, we refer to your fund’s contract with Putnam Management as a “management contract” and to your fund’s contract with PIL as a “sub-advisory contract.”

The Transaction will result in what is commonly called a “change of control” of Putnam Holdings and its subsidiaries that are included in the Transaction, including Putnam Management and PIL. The Investment Company Act of 1940, as amended (the “1940 Act”), which regulates investment companies such as your fund, requires management contracts to terminate automatically upon an “assignment” of the contract, which includes a “change of control” affecting an investment company’s investment adviser (including any subadviser).

The Transaction will not be completed unless certain conditions are met. One of these conditions effectively requires shareholders of a substantial number of the Putnam family of funds to approve new management contracts to replace those that will terminate automatically upon consummation of the Transaction. We are therefore asking shareholders to approve a new management contract and a new sub-advisory contract for each fund. The Board of Trustees of the Putnam family of funds, including your fund (the “Board of Trustees”), has approved the

new contracts. It is important to note that your fund’s management fee rate under its new contract will remain the same, and the Transaction is not expected to result in any change in the portfolio managers of your fund.

The acquisition of Putnam Holdings by Franklin Templeton will result in one of the world’s largest independent, specialized global investment managers with approximately $1.57 trillion in assets under management (based on Franklin Templeton assets under management and assets under management of the Putnam Holdings subsidiaries involved in the Transaction as of June 30, 2023). Assets under management are subject to fluctuation based on market conditions and other factors. The combined organization will offer Putnam Management and PIL greater scale and resources, broader distribution capabilities, and new opportunities to grow. Approval of the new management contract and new sub-advisory contract will provide continuity of the investment program you selected through your fund investment and will allow your fund’s operations to continue uninterrupted after the Transaction.

The proposed new management contract is identical to your fund’s current management contract except for the effective date and initial term. There will be no change in the services that your fund will receive under the proposed new management contract.

The proposed new sub-advisory contract is identical to your fund’s current sub-advisory contract, except for the effective date, initial term, and other non-substantive changes. There will be no change in the services that your fund will receive under the applicable proposed new sub-advisory contract.

If shareholders of your fund do not approve a new management contract and sub-advisory contract and the Transaction is consummated, your fund’s current contracts will terminate, and the adviser and/or subadviser, as applicable, will not be able to provide services to the fund under the new contract unless and until it has been approved. If this should happen, the applicable adviser and/or subadviser will be able to continue to provide services for your vote?fund for a period of up to 150 days following consummation of the Transaction pursuant to an interim management contract and/or interim sub-advisory contract. During the interim period, the Board of Trustees will consider what additional actions to take, which could include, without limitation, continuing to solicit approval of the new management contract and/or sub-advisory contract or, in the case of PIL and to the extent consistent with current law and interpretations of the Securities and Exchange Commission and its staff, determining that shareholder approval is not required with respect to the new sub-advisory contract. The Board of Trustees has approved interim management and sub-advisory contracts to provide for maximum flexibility for your

fund’s future. The terms of the interim contracts are identical to those of the current contracts except for term and certain provisions required by 1940 Act rules, including the escrowing of fees paid under the interim management and sub-advisory contracts.

The enclosed proxy is solicited by the TrusteesBoard of Putnam Managed Municipal Income Trust, Putnam Master Intermediate Income Trust, Putnam Municipal Opportunities Trust, and Putnam Premier Income TrustTrustees for use at each fund’s annualthe special meeting of shareholders of each fund, to be held on April 22, 2022October 6, 2023 and, if your fund’s meeting is adjourned, at any later sessions,meetings, for the purposes stated in the Notice of Annuala Special Meeting of Shareholders (see previous page)pages). The Notice of Annuala Special Meeting, of Shareholders, theWHITE proxy card and this proxy statementProxy Statement are being mailed to shareholders beginning on or about March 22, 2022.August 3, 2023.

How do your fund’sFor Putnam Managed Municipal Income Trust and Putnam Master Intermediate Income Trust Only: Saba Capital Management, L.P. and Boaz R. Weinstein (collectively, “Saba”) have indicated their opposition to the proposals to approve, for each of Putnam Managed Municipal Income Trust and Putnam Master Intermediate Income Trust, a new management contract with Putnam Management and a new sub-advisory contract between Putnam Management and PIL. Shareholders of these funds may receive proxy solicitation materials from Saba, including a proxy statement and a GOLD or other non-white proxy card, seeking shareholder proxies to vote against these proposals. The funds are not responsible for the accuracy of any information provided by or relating to Saba contained in proxy solicitation materials filed or disseminated by or on behalf of Saba, or any other statements made by or on behalf of Saba. Saba’s campaign, if successful, could disrupt the funds’ operations and potentially leave the funds without an investment adviser.

As further discussed below, the funds’ Board of Trustees recommendunanimously recommends that shareholders vote FOR each proposal by (i) signing, dating, and returning the enclosed WHITE proxy card in the postage-paid envelope provided herewith; (ii) recording your voting instructions via telephone or the Internet following the instructions on these proposals?

the enclosed WHITE proxy card; or (iii) voting at the meeting. The Board of Trustees recommendrequests that shareholders not sign or return or vote on any color proxy cards other than a WHITE proxy card provided with this proxy statement. Only your latest dated proxy card that you vote

1a. FOR fixingsubmit will count at the numbermeeting. If you have previously returned a proxy card sent to you by Saba, you can still change your vote by (i) signing, dating, and returning the enclosed WHITE proxy card in the postage-paid envelope provided herewith; (ii) recording your voting instructions via telephone or the Internet following the instructions on the enclosed WHITE proxy card; or (iii) voting at the meeting.

The Board of Trustees at 11;unanimously recommends that you vote FOR each proposal.

1b. FOR electing your fund’s nominees for Trustees.1. To approve a new management contract with Putnam Management.

Who is eligible to vote?2. To approve a new sub-advisory contract between Putnam Management and PIL.

Shareholders of record of each fund at the close of business on February 15, 2022July 10, 2023 (the “Record Date”) are entitled to be present and to vote at the annualspecial meeting or, if it is adjourned, at any later sessions. Shareholders

The number of shares of each fund vote separately with respect to each proposal.

Each common shareholder and each preferred shareholder (if applicable) will beoutstanding on the Record Date is shown in Appendix A. Shareholders are entitled to one vote for eachper share held,of the fund, with any fractional shares voting proportionately. For Putnam Managed Municipal Income Trust and Putnam Municipal Opportunities Trust, the only funds with outstanding preferred shares, the holders of preferred shares and holders of common shares for each fund will together votedollar amount or fractional share, as applicable, entitled to a single class, unless otherwise noted. proportional fractional vote.

Shares represented by your duly executedWHITE proxy card will be voted in accordance with your instructions. If you sign and return theWHITE proxy card but don’t fill in a vote, your shares will be voted in accordance with the Board of Trustees’ recommendations. If any other business properly comes before your fund’s annualspecial meeting, your shares will be voted at the discretion of the persons designated on the WHITEproxy card.

Shareholders of each fund vote separately with respect to the proposal to approve a new management contract and the proposal to approve a new sub-advisory contract. The outcome of a vote affecting one fund does not affect the outcome of voting for any other fund.

The Proposals

1a. FIXING THE NUMBER OF TRUSTEES AT 11At the special shareholder meeting, you will be asked to approve a new management contract between your fund and its investment adviser, Putnam Management. You are being asked to approve a new management contract for your fund because your fund’s current management contract (its “Current Management Contract” and together with the other funds’ current management contracts with Putnam Management, the “Current Management Contracts”) will terminate upon the consummation of the Transaction. The Transaction is described in more detail below.

Each fund’s Amended and Restated Agreement and Declaration of Trust (the “Declaration of Trust”) states that shareholders shall fix the number of Trustees on the fund’sThe Board of Trustees (the “Board”) at each annual meeting. The Board, based onhas concluded that it is in the recommendationbest interests of its Board Policy and Nominating Committee, recommendsyour fund’s shareholders to call a special meeting so that shareholders fixmay approve a new management contract with Putnam Management. At an in-person meeting on June 22-23, 2023, the numberBoard of Trustees onunanimously approved, and determined to recommend to the shareholders of each fund that they approve, a proposed new management contract with Putnam Management (a “New Management Contract”) for their fund.

If shareholders of your fund’s Board at 11.fund approve the New Management Contract for your fund before the consummation of the Transaction, the New Management Contract will become effective upon the consummation of the Transaction. In the event that the Transaction is not consummated,

EachPutnam Management will continue to serve as investment adviser of your fund currently has 11 Trustees on its Board. Current Trustees Mr. Akhoury and Dr. Joskow are retiring in 2022 and, if re-elected, each will serve until his retirement on June 30, 2022. As discussed below, Mses. Murphy and Pillai have been nominated for electionpursuant to the terms of your fund’s BoardCurrent Management Contract.

On May 31, 2023, Great-West Lifeco, the parent company of Putnam Holdings, entered into a definitive purchase agreement (the “Transaction Agreement”) with Franklin Resources, Inc. (“FRI” and, if elected,together with its subsidiaries, “Franklin Templeton”) and an indirect, wholly-owned subsidiary of FRI for the subsidiary to acquire Putnam Holdings from Great-West Lifeco. Putnam Holdings is the parent company of Putnam Management, the investment adviser to the funds, and of PIL, subadviser to the funds. Upon consummation of the Transaction, Putnam Management and PIL will become indirect, wholly-owned subsidiaries of FRI.

Under the terms of the Transaction Agreement, subject to certain customary adjustments, Franklin Templeton will pay upfront consideration at closing consisting of 33.33 million shares of Franklin Templeton common stock and $100 million in cash paid six months after closing, and up to $375 million in contingent payments in cash between three and seven years after closing tied to the growth of the Partnership (defined below). Great-West Lifeco has agreed to retain shares of Franklin Templeton common stock representing 4.9% of Franklin Templeton’s total outstanding common stock for a minimum period of five years after closing, and the remaining shares of Franklin Templeton common stock issued to Great-West Lifeco are subject to a 180-day lock-up.

Certain key employees of Putnam Management and its affiliates who hold vested or unvested class B shares under the Putnam Investments, LLC Equity Incentive Plan, as amended (the “Plan”) (which include, among others, Mr. Reynolds, who also serves as President and a Trustee of the funds, and Mses. Malloy and Smith and Messrs. Clark, Lemaire, Tate, and Trenchard, who also serve as Trustees beginning July 1, 2022. Thus,officers of the funds), will be entitled to receive certain cash payments in accordance with the terms of the Transaction Agreement and the Plan. Certain key employees who hold class B shares under the Plan have elected (and it is expected that additional employees will elect before the sizeclosing) to receive unvested shares of Franklin Templeton’s common stock in lieu of a portion of the Board will remain at 11 notwithstanding Mr. Akhoury’s and Dr. Joskow’s retirement.

For each fund, if a quorum is presentcash payments that the employee would have otherwise received at the annual meeting, a plurality vote, meaning the greatest number of affirmative votes cast by shareholders, will fixclosing (and the number of Trustees. In the caseshares of Putnam Managed Municipal Income Trust and Putnam Municipal Opportunities Trust, the holders ofFranklin Templeton common and preferred shares vote togetherstock issued to Great-West Lifeco as a single class for Proposal 1a.

The Trustees of your fund unanimously recommend that shareholders vote “FOR” fixing the number of Trustees at 11.

1b. ELECTION OF TRUSTEES

Who are the nominees for Trustees?

The Board Policy and Nominating Committee of the Board is responsible for recommending nominees for Trustees of your fund. The Board Policy and Nominating Committee consists solely of Trustees who are not “interested persons” (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) of your fund or of Putnam Management. Those Trustees who are not “interested persons” of your fund or of Putnam Management are referred to as “Independent Trustees” throughout this proxy statement.

Each fund’s Declaration of Trust requires that shareholders elect the fund’s Trustees by a plurality vote at the fund’s annual meeting. The Board, based on the recommendation of the Board Policy and Nominating Committee, recommends that you vote for the election of the nominees described in the following pages. Elevenparagraph above will be reduced accordingly). As of June 30, 2023, the vested and unvested class B shares held by Mr. Reynolds under the Plan represented approximately 2% of the nominees are currently Trusteestotal outstanding equity interests of your fundPutnam Investments, LLC, with an approximate value of $20 million.

In connection with the Transaction, Great-West Lifeco, Power Corporation of Canada, the parent company of Great-West Lifeco, and Franklin Templeton have entered into a strategic partnership (the “Partnership”) to allocate assets to Franklin Templeton investment products. Great-West Lifeco will provide an initial long-term asset allocation, in the amount of $25 billion in assets under management, to Franklin Templeton’s investment management subsidiaries within 12 months of the other Putnam funds.

For Putnam Managed Municipal Income Trust and Putnam Municipal Opportunities Trust only.

PursuantTransaction closing, with the potential for that amount to increase over the Amended and Restated Bylaws of each fund and the 1940 Act, holders of the preferred shares of your fund, voting as a separate class, are entitled to elect two nominees for Trustees. Ms. Domotorffy and Mr. Putnam have been nominated to be elected as Trustees by the holders of the preferred shares, voting as a separate class, while the other nominees have been nominated to be elected by the holders of the preferred shares and common shares voting together as a single class.

Biographical Information For The Funds’ Nominees.

The Board’s nominees for Trustees and their backgrounds are shown in the following pages. This information includes each nominee’s name, year of birth, principal occupation(s) during the past five years, and other information about the nominee’s professional background, including other directorships the nominee holds. Each of the current Trustees oversees all of the Putnam funds and serves until the election and qualification of his or her successor, or until he or she sooner dies, resigns, retires, or is removed. The address of all of the nominees is 100 Federal Street, Boston, Massachusetts 02110. As of December 31, 2021, there were 100 Putnam funds.next several years.

Independent TrusteesConsummation of the Transaction is subject to certain terms and conditions, including, among others, (i) receipt of applicable regulatory approvals and (ii) consent by advisory clients representing a specified percentage of the revenues of Putnam Management and its affiliates to continue their advisory relationships with Putnam Management (or PIL) following the consummation of the Transaction. Condition (ii) above effectively requires shareholders of a substantial number of the Putnam family of funds to approve new management contracts to replace those that will terminate automatically upon consummation of the Transaction, as described below. Subject to satisfaction or waiver of the terms and conditions, the Transaction is expected to close in the fourth quarter of 2023.

The Transaction will result in a “change of control” of Putnam Management and PIL and will cause the funds’ Current Management Contracts and the sub-advisory contract with PIL to terminate in accordance with the 1940 Act.

The Transaction will result in one of the world’s largest independent, specialized global investment managers with approximately $1.57 trillion in assets under management (based on Franklin Templeton assets under management and assets under management of the Putnam Holdings subsidiaries involved in the Transaction as of June 30, 2023). Assets under management are subject to fluctuation based on market conditions and other factors. The combined organization will offer Putnam Management and PIL greater scale and resources, broader distribution capabilities, and new opportunities to grow. Approval of the new management contract and new sub-advisory contract will provide continuity of the investment program you selected through your fund investment and will allow your fund’s operations to continue uninterrupted after the Transaction.

Impact on the Investment Advisory Services Provided to Your Fund

The Transaction is not expected to result in any diminution in the nature, extent or quality of the services provided by Putnam Management to your fund and its shareholders. The Transaction also is not expected to result in any diminution in the nature, extent or quality of the services provided by PIL to your fund and its shareholders.

While the organizational structure of Putnam Management and PIL is not expected to change immediately following the transaction, Franklin Templeton anticipates that Putnam Management’s reporting structure will change. Franklin Templeton intends to include the fixed income investment professionals at Putnam Management and its affiliate PIL in Franklin Templeton’s fixed income group, with the group reporting to Franklin Templeton’s Head of Public Markets.

Section 15(f) of the 1940 Act

Franklin Templeton has agreed to comply with Section 15(f) of the 1940 Act. Section 15(f) provides a non-exclusive “safe harbor” for an investment company’s adviser or any affiliated persons of the adviser to receive any amount or benefit in connection with a change of control of the investment adviser as long as two conditions are met. First, for a period of three years after the change of control, at least 75% of the directors of the investment company must not be interested persons of the adviser or the predecessor adviser. Second, there must not be any “unfair burden” imposed on the investment company as a result of the transaction or any express or implied terms, conditions or understandings relating to the transaction. Section 15(f) defines “unfair burden” to include any arrangement during the two-year period after the transaction in which the adviser or predecessor adviser, or any interested person of the adviser or predecessor adviser, receives or is entitled to receive any compensation, directly or indirectly, from the investment company or its security holders (other than fees for bona fide investment advisory or other services) or from any person in connection with the purchase or sale of securities or other property to, from or on behalf of the investment company (other than bona fide ordinary compensation as principal underwriter for the investment company).

Putnam Management has advised the funds that neither it, Great-West Lifeco, nor Franklin Templeton, after reasonable inquiry, is aware of any express or implied term, condition, arrangement or understanding that would impose an “unfair burden” on the funds as a result of the Transaction. Moreover, Franklin Templeton has advised the funds that Franklin Templeton will not take, nor cause its affiliates to take, any action that would have the effect of causing the conditions of Section 15(f) not to be met with respect to the Transaction, and Franklin Templeton has advised the funds that Franklin Templeton will not fail to take, and will cause its affiliates not to fail to take, any action if the failure to take such action would have the effect of causing the conditions of Section 15(f) not to be met with respect to the Transaction.

Each fund’s Current Management Contract terminates automatically in the event of an “assignment.” If the shareholders of your fund have not approved the New Management Contract for your fund and the Transaction is consummated, an interim management contract between Putnam Management and your fund (an “Interim Management Contract”) will take effect upon the consummation of the Transaction. The Board of Trustees approved the Interim Management Contract for your fund on June 23, 2023 to allow Putnam Management to continue providing services to your fund for a period of up to 150 days following consummation of the Transaction while shareholder approval of a New Management Contract continues to be sought.

Rule 15a-4 under the 1940 Act allows an investment company to enter into an interim management contract with a maximum term of 150 days, without first obtaining shareholder approval, so that the investment company may receive investment management services without interruption following the termination by assignment of a previous management contract.

The terms of each fund’s Interim Management Contract are identical to those of its Current Management Contract, except for the term and provisions required under Rule 15a-4, including the escrow provisions described below. If your fund’s Interim Management Contract takes effect

upon the consummation of the Transaction, it will continue in effect for a term ending on the earlier of 150 days from the closing of the Transaction (the “150-day period”) or, if shareholders of your fund approve the New Management Contract, the effective date of the New Management Contract. The Board of Trustees or a “majority of the outstanding voting securities,” as defined in the 1940 Act, may terminate the Interim Management Contract on 10 calendar days’ written notice to Putnam Management without the payment of any penalty. Pursuant to Rule 15a-4 under the 1940 Act, compensation earned by Putnam Management under the Interim Management Contract will be held in an interest-bearing escrow account. If shareholders of your fund approve the New Management Contract before the end of the 150-day period, the amount held in the escrow account under the Interim Management Contract, plus interest earned, will be paid to Putnam Management. If shareholders of your fund do not approve the New Management Contract before the end of the 150-day period, the Board of Trustees will consider what further action to take consistent with their fiduciary duties to the fund, and Putnam Management will be paid the lesser of its costs incurred in performing its services under the Interim Management Contract or the total amount of the escrow account, plus interest earned. The actions considered by the Board of Trustees may include, among other things, negotiating a new management contract with an advisory organization selected by the Board of Trustees, subject to shareholder approval, or taking other appropriate actions.

The terms of the New Management Contracts (described generally below) are identical to those of the Current Management Contracts except for the effective dates and initial terms. The date of each fund’s Current Management Contract, the date on which it was last submitted to a vote of shareholders, and the purpose of the submission is set forth in Appendix B.

Set forth below is a general description of the New Management Contracts and a comparison of their terms to those of the Current Management Contracts. The complete terms of each New Management Contract are set forth in Appendix C, as follows:

Fees. There is no change in the rate of the fees that your fund will pay Putnam Management under its New Management Contract. The current fee schedule for investment management services and administrative services for each fund is set forth in Appendix B.

Investment Management Services. The New Management Contract for your fund provides that Putnam Management will furnish continuously an investment program for the fund, determining what investments to purchase, hold, sell or exchange and what portion of the fund’s assets will be held uninvested, in compliance with the fund’s governing documents, investment objectives, policies and restrictions, and subject to the oversight and control of the Board of Trustees. As indicated above, Putnam Management’s responsibilities under the New Management Contracts are identical to those under the Current Management Contracts.

Putnam Management is authorized under your fund’s New Management Contract to place orders for the purchase and sale of portfolio investments for your fund with brokers or dealers that Putnam Management selects. Putnam Management must select brokers and dealers, and place orders, using its best efforts to obtain for the funds the most favorable price and execution available, except that Putnam Management may pay higher brokerage commissions if it determines in good faith that the commission is reasonable in relation to the value of brokerage and research services provided by the broker or dealer (a practice commonly known as “soft dollars”). Putnam Management may make this determination in terms of either the particular transaction or Putnam Management’s overall responsibilities with respect to your fund and to other clients of Putnam Management for which Putnam Management exercises investment discretion. Putnam Management’s use of soft dollars is subject to policies established by the Board of Trustees from time to time and applicable guidance issued by the Securities and Exchange Commission and its staff.

Delegation of Responsibilities. The New Management Contract for your fund expressly provides that Putnam Management may, in its discretion and with the approval of the Board of Trustees (including a majority of the Trustees of the funds who are not “interested persons” as defined in the 1940 Act (the “Independent Trustees”)) and, if required, the approval of shareholders, delegate responsibilities under the contract to one or more subadvisers or sub-administrators. The separate costs of employing any subadviser or sub-administrator must be borne by Putnam Management or the subadviser or sub-administrator, not by your fund. Putnam Management is responsible for overseeing the performance of any subadviser or sub-administrator and remains fully responsible to your fund under the New Management Contract regardless of whether it delegates any responsibilities.

At present, Putnam Management has entered into a sub-advisory contract where it may delegate certain responsibilities for the management of each fund to PIL, an affiliated subadviser. The Board of Trustees is recommending that shareholders vote to approve a new sub-advisory contract with PIL, as is discussed in detail under Proposal 2.

Administrative Services. Like its Current Management Contract, your fund’s New Management Contract provides that Putnam Management will manage, supervise and conduct the other (i.e., non-investment) affairs and business of your fund and incidental matters. These administrative services include providing suitable office space for the fund and administrative facilities, such as bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the fund’s affairs, including determination of the net asset value of the fund, but excluding shareholder accounting services.

Putnam Management has currently delegated certain administrative, pricing and bookkeeping services to State Street Bank and Trust Company.

Interested Trustee

¹ The address of each Trustee/Nominee is 100 Federal Street, Boston, MA 02110.

² Each Trustee serves for an indefinite term, until his or her resignation, retirement during the year he or she reaches age 75, death, or removal.

³ Mr. Akhoury and Dr. Joskow, if re-elected toExpenses. Like its Current Management Contract, your fund’s Board, will each serve until his retirement on June 30, 2022.New Management Contract requires Putnam Management to bear the expenses associated with (i) furnishing all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties faithfully, (ii) providing suitable office space for the fund and (iii) providing administrative services.

⁴ Mses. Murphy and Pillai have been nominated for election toLike its Current Management Contract, your fund’s New Management Contract also provides your fund will pay the fees of its Trustees and will reimburse Putnam Management for compensation paid to officers and persons assisting officers of the fund, and all or part of the cost of suitable office space, utilities, support services and equipment used by such officers and persons, as the Board of Trustees may determine. Your fund will bear the costs of the Board of Trustees’ independent staff, which assists the Board of Trustees in overseeing each of the funds.

Term and Termination. If approved by shareholders before the consummation of the Transaction, your fund’s New Management Contract will go into effect for a two-year period beginning on the date the Transaction is consummated. Thereafter, if elected,not terminated, the New Management Contract will servecontinue in effect from year to year if its continuance is specifically approved at least annually by (i) the Board of Trustees or the shareholders of the fund by the affirmative vote of a majority of the outstanding shares of the fund and (ii) a majority of the Independent Trustees, by vote cast in person at a meeting called for the purpose of voting on approval. The Current Management Contracts have similar provisions for their term and continuance, although the initial term has elapsed.

Like its Current Management Contract, your fund’s New Management Contract provides that it may be terminated at any time by either Putnam Management or the fund by not less than 60 days’ written notice to the other party and without the payment of any penalty by Putnam Management or the fund. The fund may terminate the contract by vote of a majority of the Board of Trustees or by the affirmative vote of a “majority of the outstanding voting securities” of the fund, as Trustees beginning July 1, 2022.

* Trustee who is an “interested person” (as defined in the 1940 Act)Act. Your fund’s New Management Contract also will terminate automatically in the event of its “assignment.”

Limitation of Liability. Like its Current Management Contract, under your fund’s New Management Contract, Putnam Management is not liable to the fund or to any shareholder of the fund for any act or omission in the course of, or connected with, rendering services under the New Management Contract, unless there is willful misfeasance, bad faith or gross negligence on the part of Putnam Management or reckless disregard of its obligations and duties under the New Management Contract.

As required under the Declaration of Trust for each fund, the New Management Contracts, like the Current Management Contracts, contain a notice provision stating that the fund’s Declaration of Trust is on file with the Secretary of The Commonwealth of Massachusetts and that the New Management Contract is executed on behalf of the Trustees as Trustees of the fund and Putnam Management. Mr. Reynolds is deemed an “interested person” by virtue of his positions as an officernot individually. Also, the fund’s obligations arising out of the fund and Putnam Management. Mr. Reynolds is the President and Chief Executive Officer of Putnam Investments, LLC and President of your fund and each of the other Putnam funds, exclusive of the four exchange-traded funds in Putnam ETF Trust.

Most of the Trustees have served on the Board for many years. The Board Policy and Nominating Committee is responsible for recommending nominees for election to the Board of Trustees for its approval. In recommending the election of the nominees as Trustees, the Committee generally considered the educational, business, and professional experience of each nominee in determining his

New Management Contract are

or her qualificationslimited only to serve as a Trusteethe assets and property of the fund and are not binding on any of the Trustees, officers or shareholders individually.

Amendments; Defined Terms. Like your fund’s Current Management Contract, its New Management Contract may only be amended in writing, and any amendment must be approved in a manner consistent with the 1940 Act, the rules and regulations under the 1940 Act and any applicable guidance or interpretations of the Securities and Exchange Commission or its staff. Similarly, certain terms used in the New Management Contract are used as defined in the 1940 Act, the rules and regulations under the 1940 Act and any applicable guidance or interpretation of the Securities and Exchange Commission or its staff.

The Independent Trustees met with their independent legal counsel, as defined in Rule 0-1(a)(6) under the 1940 Act (their “independent legal counsel”), and representatives of Putnam Management and its parent company, Power Corporation of Canada, to discuss the potential Transaction, including the nominee’s recordtiming and structure of service as a director or trustee of publicthe Transaction and private organizations. This included each current Trustee’s previous service as a member ofits implications for Putnam Management and the funds, during their regular meeting on November 18, 2022, and the full Board of Trustees further discussed these matters with representatives of Putnam Management at its regular meeting on December 15, 2022. At a special meeting on December 20, 2022, the full Board of Trustees met with representatives of Putnam Management, Power Corporation of Canada, and Franklin Templeton to further discuss the potential Transaction, including Franklin Templeton’s strategic plans for Putnam Management’s asset management business and the funds, potential sources of synergy between Franklin Templeton and Putnam Management, potential areas of partnership between Power Corporation of Canada and Franklin Templeton, Franklin Templeton’s distribution capabilities, Franklin Templeton’s existing service provider relationships, and Franklin Templeton’s recent acquisitions of other asset management firms.

In order to assist the Independent Trustees in their consideration of the PutnamNew Management Contracts and other anticipated impacts of the Transaction on the funds during which he or she has demonstratedand their shareholders, independent legal counsel for the Independent Trustees furnished an initial information request to Franklin Templeton (the “Initial Franklin Request”). At a high levelspecial meeting of diligence and commitmentthe full Board of Trustees held on January 25, 2023, representatives of Franklin Templeton addressed the firm’s responses to the interestsInitial Franklin Request. At the meeting, representatives of Franklin Templeton discussed, among other things, the business and financial condition of Franklin Templeton and its affiliates, Franklin Templeton’s U.S. registered fund shareholdersoperations, its recent acquisition history, Franklin Templeton’s intentions regarding the operation of Putnam Management and the ability to work effectively and collegially with other membersfunds following the completion of the Board. potential Transaction, and expected benefits to the funds and Putnam Management that might result from the Transaction.

The Committee also considered, among other factors, the particular attributes described belowBoard of Trustees actively monitored developments with respect to the various individual Trustees.

Independent Trustees:

Liaquat Ahamed — Mr. Ahamed’s experience as Chief Executive Officerpotential Transaction throughout the period leading up to the public announcement of a major investment management organizationfinal sale agreement on May 31, 2023. The Independent Trustees met to discuss these matters at their regular meetings on January 27, April 20, and as headMay 19, 2023. The full Board of Trustees also discussed developments at their regular meeting on February 23, 2023. Following the public announcement of the investment division atTransaction on May 31, 2023, independent legal counsel for the World Bank, as well as his experience as an author of economic literature.

Ravi Akhoury — Mr. Akhoury’s experience as Chairman and Chief Executive Officer ofIndependent Trustees furnished a major investment management organization.

Barbara M. Baumann — Ms. Baumann’s experience in the energy industry as a consultant, an investor, and in both financial and operational management positions at a global energy company, and her service as a director of multiple New York Stock Exchange companies.

Katinka Domotorffy — Ms. Domotorffy’s experience as Chief Investment Officer and Global Head of Quantitative Investment Strategies at a major asset management organization.

Catharine Bond Hill — Dr. Hill’s education and experience as an economist and as president and provost of colleges in the United States.

Paul L. Joskow — Dr. Joskow’s education and experience as a professional economist familiar with financial economics and related issues and his service on multiple for-profit boards.

Kenneth R. Leibler — Mr. Leibler’s extensive experience in the financial services industry, including as Chief Executive Officer of a major asset management organization, and his service as a director of various public and private companies.

Jennifer Williams Murphy — Ms. Murphy’s experience as Chief Operating Officer of a major global investment management organization and as Chief Executive Officer of an investment advisory firm specializing in digital assets.

Marie Pillai — Ms. Pillai’s experience as Vice President, Chief Investment Officer and Treasurer of a global food company.

George Putnam, III — Mr. Putnam’s training and experience as an attorney, his experience as the founder and Chief Executive Officer of an investment management firm and his experience as an author of various publications on the subject of investments.

Manoj P. Singh — Mr. Singh’s experience as Chief Operating Officer and global managing director of a global professional services organization that provided accounting, consulting, tax, risk management, and financial advisory services.supplemental information request (the “Supplemental Franklin Request”) to Franklin

Mona K. Sutphen — Ms. Sutphen’s extensive experience advising corporate, philanthropic and institutional investorsTempleton. At the Board of Trustees’ regular in-person meeting held on the intersectionJune 22-23, 2023, representatives of geopolitics, policy and markets, as well as her prior service as White House Deputy Chief of Staff for Policy and as a US Foreign Service Officer, her work advising financial services companies on macro risks, and her service as a director of public companies.

Interested Trustee:

Robert L. Reynolds — Mr. Reynolds’s extensive experience as a senior executive of one of the largest mutual fund organizations in the United States and his current role as the President and Chief Executive Officer of Putnam Investments.

Each of the nominees has agreed to serve as a Trustee, if elected. If any nominee is unavailable for election at the time of the annual meeting, which is not anticipated, the persons designated on the proxy card may vote for other nominees at their discretion or may fix the number of Trustees at fewer than 11 for your fund.

What are the Trustees’ responsibilities?

Your fund’s Trustees are responsible for the general oversight of your fund’s affairs. The Trustees regularly review your fund’s investment performance as well as the quality of other services provided to your fund and its shareholders by Putnam Management and its affiliates, including administrationPower Corporation of Canada provided further information regarding, among other matters, the final terms of the Transaction and shareholder servicing. Currently,efforts undertaken to retain Putnam employees. The Contract Committee of the Board of Trustees also met on June 22, 2023 to discuss Franklin Templeton’s responses to the Supplemental Franklin Request. Mr. Reynolds, the only Trustee affiliated with Putnam Management, and its affiliatesparticipated in portions of these meetings to provide administrative services to your fund. At least annually, the Trustees review and evaluateperspective of the fees and operating expenses paid by your fund for these services and negotiate changes if they deem it appropriate. In carrying out these responsibilities,Putnam organization, but did not otherwise participate in the Trustees are assisted by an independent administrative staff and by your fund’s auditors, independent counsel, and other experts as appropriate, selected by and responsible to the Trustees.

Board Leadership Structure. Currently, all but one of your fund’s Trustees are Independent Trustees, meaning that they are not considered “interested persons” of your fund or Putnam Management. Mses. Murphy and Pillai also qualify as Independent Trustees. These Independent Trustees must vote separately to approve all financial arrangements and other agreements with your fund’s investment manager and other affiliated parties. The roledeliberations of the Independent Trustees has been characterized as thator the Contract Committee regarding the potential Transaction.

After the presentations and after reviewing the written materials provided, the Independent Trustees met at their in-person meeting on June 23, 2023 to consider the New Management Contracts for each fund, proposed to become effective upon the closing of the Transaction, and the filing of a “watchdog” charged with oversight to protect shareholders’ interests against overreachingpreliminary proxy statement. At this meeting and abuse by those who are in a position to control or influence a fund. Your fund’sthroughout the process, the Independent Trustees meet regularly asalso received advice from their independent legal counsel regarding their responsibilities in evaluating the potential Transaction and the New Management Contracts. The Independent Trustees reviewed the terms of the proposed New Management Contracts and the differences between the New Management Contracts and the current management contracts. They noted that the terms of the proposed New Management Contracts were identical to the current management contracts, except for the effective dates and initial terms. (These differences are described elsewhere in this Proxy Statement.)

In considering the approval of the proposed New Management Contracts, the Board of Trustees took into account a group in executive session (i.e., without representativesnumber of factors, including:⁽¹⁾

⁽¹⁾ All references to Putnam Management or its affiliates present). An Independent Trustee currently serves as chair of the Board.

Board Committees. Taking into account the number, the diversity, and the complexity of the funds overseen byin this section describing the Board andof Trustees’ considerations should be deemed to include references to PIL as necessary or appropriate in the aggregate amount of assets under management, your fund’s Trustees have determined that the efficient conduct of the Board’s affairs makes it desirable to delegate responsibility for certain specific matters to committees of the Board. The Executive Committee, Audit, Compliance and Risk Committee, and Board Policy and Nominating Committee are authorized to take action on certain matters as specified in their charters or in policies and procedures relating to the governance of the funds; with respect to other matters, these committees review and evaluate and make recommendations to the Trustees as they deem appropriate. The other committees also review and evaluate matters specified in their charters and make recommendations to the Trustees as they deem appropriate. Each committee may utilize the resources of your fund’s independent staff, independent counsel and independent registered public accountants as well as other experts. The committees meet as often as appropriate, either in conjunction with regular meetings of the Trustees or otherwise. The membership and chair of each committee are appointed by the Trustees upon recommendation of the Board Policy and Nominating Committee. Each committee is chaired by ancontext.

Independent Trustee and, except as noted below, the membership and chairs of each committee consist exclusively of Independent Trustees.

The Trustees have determined that this committee structure also allows the Board to focus more effectively on the oversight of risk as part of its broader oversight of the funds’ affairs. While risk management is the primary responsibility of the funds’ investment manager, the Trustees receive reports and presentations regarding investment risks, compliance risks and other risks. The Board and certain committees also meet periodically with the funds’ and Putnam Management’s Chief Compliance Officer to receive compliance reports and with Putnam Management’s Chief Risk Officer to receive reports regarding risk oversight. In addition, the Board and its Investment Oversight Committees meet periodically with the portfolio managers of the funds to receive reports regarding the management of the funds. The Board’s committee structure allows separate committees to focus on different aspects of these risks and their potential impact on some or all of the funds and to discuss with the funds’ investment manager how it monitors and controls risks.

The Board recognizes that the reports it receives concerning risk management matters are, by their nature, typically summaries of the relevant information. Moreover, the Board recognizes that not all risks that may affect your fund can be identified in advance; that it may not be practical or cost-effective to eliminate or to mitigate certain risks; that it may be necessary to bear certain risks (such as investment-related risks) in seeking to achieve your fund’s investment objectives; and that the processes, procedures and controls employed to address certain risks may be limited in their effectiveness. As a result of the foregoing and for other reasons, the Board’s risk management oversight is subject to substantial limitations.

Audit, Compliance and Risk Committee. The Audit, Compliance and Risk Committee provides oversight on matters relating to the integrity of the funds’ financial statements, compliance with legal and regulatory requirements, Codes of Ethics issues, and certain aspects of overseeing Putnam Management’s risk assessment and risk management. This oversight is discharged by regularly meeting with management, the funds’ independent registered public accountants, the fund’s and Putnam Management’s Chief Compliance Officer, and Putnam Management’s Chief Risk Officer, and remaining current with respect to industry developments. Duties of this Committee also include the review and evaluation of all matters and relationships pertaining to the funds’ independent registered public accountants, including their independence. The Committee also oversees all dividends and distributions by the funds. The Committee makes recommendations to the Trustees of the funds regarding the amount and timing of distributions paid by the funds, and determines such matters when the Trustees are not in session. The Committee also oversees the policies and procedures pursuant to which Putnam Management prepares recommendations for dividends and distributions, and meets regularly with representatives of Putnam Management to review the implementation of these policies and procedures. The Committee reports to the Trustees and makes recommendations to the Trustees regarding these matters. Information about the fees billed to the fund by the funds’ registered public accountant, as well as information about the Committee’s pre-approval policies relating to the work performed by the funds’ registered public accountant, is included beginning on page 32 of this proxy statement. Each member of the Committee is an Independent Trustee. Each member of the Committee also is “independent,” as that term is interpreted for purposes of Rule 10A-3(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the listing standards of the New York Stock Exchange. The Board has adopted a written charter for the Committee, a current copy of which is available at www.putnam.com/about-putnam/ at the bottom of that page. The Committee currently consists of Messrs. Singh (Chair) and Akhoury, Ms. Domotorffy and Drs. Hill and Joskow. Mr. Singh and Drs. Hill and Joskow have each been designated an “audit committee financial expert” within the meaning of applicable SEC rules.

Board Policy and Nominating Committee. The Board Policy and Nominating Committee reviews matters pertainingperceived operational efficiencies or improvements to the operationsportfolio management process;

Finally, in considering the proposed New Management Contracts, the Board of Trustees also took into account their concurrent deliberations and conclusions in connection with their annual review of the Boardfunds’ current management and its committees,sub-advisory contracts and the compensationapproval of their continuance, effective July 1, 2023, and the extensive materials that they had reviewed in connection with that review process. Appendix E contains a summary description of the Trustees, and the conduct of legal affairs for the Putnam funds. The Committee also oversees the voting of proxies associated with portfolio investments of the Putnam funds, with the goal of ensuring that these proxies are voted in the best interest of each fund’s shareholders. The Committee reports to the Trustees and makes recommendations to the Trustees regarding these matters.

The Committee evaluates and recommends all candidates for election as Trustees and recommends the appointment of members and chairs of each Board committee. The Committee also identifies prospective nominees for election as Trustee by considering individuals that come to its attention through the recommendation of current Trustees, Putnam Management or shareholders. Candidates properly submitted by shareholders will bematters considered and evaluated on the same basis as candidates recommended by other sources. The Committee will consider nominees for Trustee recommended by shareholders of a fund provided that the recommendations are submitted by the date disclosedBoard of Trustees in the fund’s proxy statementconnection with those approvals. The considerations discussed in Appendix E and otherwise comply with the fund’s by-laws and applicable securities laws, including Rule 14a-8 under the Exchange Act. The Committee may, but is not required to, engage a third-party professional search firm to assist it in identifying and evaluating potential nominees.

When evaluating a potential candidate for membership on the Board, the Committee considers the skills and characteristics that it determines would most benefit the Putnam funds at the time the evaluation is made. The Committee may take into account a wide variety of attributes in considering potential Trustee candidates, including, but not limited to: (i) availability and commitment of a candidate to attend meetings and perform his or her responsibilitiesthis section also apply to the Board (ii) other board experience, (iii) relevant industry and related experience, (iv) educational background, (v) financial expertise, (vi) an assessmentof Trustees’ consideration of the candidate’s ability, judgment and expertise, (vii) an assessmentInterim Management Contracts discussed elsewhere in this Proxy Statement.

Based upon the foregoing considerations, on June 23, 2023 the Board of Trustees, including all of the perceived needsIndependent Trustees, unanimously approved the proposed New Management Contracts and determined to recommend their approval to the shareholders of the Board and its committees at that point in time, and (viii) overall Board composition. The Committee generally believes thatfunds.

Shareholder approval of your fund’s proposed New Management Contract requires the Board benefits from diversityaffirmative vote of background, experience, and views among its members, and considers this as a factor in evaluating the composition“majority of the Board, but has not adopted any specific policy in this regard. In connection with this evaluation,outstanding voting securities” of the Committee will determine whetherfund, which is defined under the 1940 Act to interview prospective nominees, and, if warranted, onebe the lesser of (a) more than 50% of the outstanding shares of the fund, or (b) 67% or more members of the Committee, and other Trustees and representativesshares of the funds, as appropriate, will interview prospective nomineesfund present (in person or by proxy) at the special meeting if more than 50% of the outstanding shares of the fund are present at the meeting in person or by telephone. Once this evaluation is completed, the Committee recommends such candidates as it determines appropriate to the Independent Trustees for nomination, and the Independent Trustees select the nominees after considering the recommendation of the Committee. proxy. The Board has adopted a written charter forof Trustees unanimously recommends that shareholders vote FOR the Committee, a current copy of which is available at www.putnam.com/about-putnam/ at the bottom of that page. The Committee is composed entirely of Independent Trustees and currently consists of Dr. Joskow (Chair), Messrs. Leibler and Putnam, and Ms. Baumann.proposed New Management Contracts.

Brokerage Committee. The Brokerage Committee reviews the Putnam funds’ policies regarding the execution of portfolio trades and Putnam Management’s practices and procedures relating to the implementation of those policies. The Committee reviews periodic reports on the cost and quality of execution of portfolio transactions and the extent to which brokerage commissions have been used (i) by Putnam Management to obtain brokerage and research services generally useful to it in managing the portfolios of the funds and of its other clients, and (ii) by the funds to pay for certain fund expenses. The Committee reports to the Trustees and makes recommendations to the Trustees regarding these matters. The Committee currently consists of Messrs. Ahamed (Chair), Leibler, and Putnam, and Mses. Baumann and Sutphen.

Contract Committee. The Contract Committee reviews and evaluates at least annually all arrangements pertaining to (i) the engagement of Putnam Management and its affiliates to provide services to the Putnam funds, (ii) the expenditure of the open-end funds’ assets for distribution purposes pursuant to Distribution Plans of the open-end Putnam funds, and (iii) the engagement of

Under each Current Management Contract, Putnam Management may, in its discretion and with the approval of the Board of Trustees (including a majority of the Independent Trustees) and, if required, the approval of shareholders, delegate its advisory responsibilities to one or more subadvisers.

other personsAt present, Putnam Management has entered into sub-advisory contracts with PIL, an affiliated subadviser (the “Current PIL Sub-Advisory Contracts”), for each fund. Under the Current PIL Sub-Advisory Contracts, Putnam Management may delegate to provide materialPIL certain responsibilities for the management of all or a portion of a fund’s assets as determined by Putnam Management (a “PIL Allocated Sleeve”). PIL, which provides a full range of international investment advisory services to institutional clients, is located at 16 St James’s Street, London, England, SW1A 1ER. Pursuant to the funds, includingCurrent PIL Sub-Advisory Contracts, Putnam investment professionals who are based in particular those instances where the costUnited Kingdom may serve as portfolio managers of or provide other investment services is sharedto a fund, consistent with local regulations. Under the Current PIL Sub-Advisory Contracts, Putnam Management (and not the funds) pays a quarterly sub-advisory fee to PIL for its services at the rates set forth in Appendix D.

As noted above in Proposal 1, the Transaction will result in an “assignment” of the Current PIL Sub-Advisory Contracts and will cause the Current PIL Sub-Advisory Contracts to terminate in accordance with applicable law.

At an in-person meeting on June 22-23, 2023, the Board of Trustees unanimously approved a proposed new sub-advisory contract between the funds and Putnam Management and its affiliates or where Putnam Management or its affiliates have a material interest. The Committee also reviews the proposed organization of new fund products, proposed structural changes to existing funds,PIL (the “New PIL Sub-Advisory Contract”) for each fund. Consistent with current law and matters relating to closed-end funds. In addition, the Committee also reviews communications with, and the quality of services provided to, shareholders and oversees the marketing and sale of fund shares by Putnam Retail Management. The Committee reports and makes recommendations to the Trustees regarding these matters. The Committee currently consists of Messrs. Putnam (Chair), Ahamed, and Leibler, and Mses. Baumann and Sutphen.

Executive Committee. The functionsinterpretations of the Executive Committee are twofold. The first isSecurities and Exchange Commission and its staff, it may not be necessary for shareholders to ensureapprove the New PIL Sub-Advisory Contract. However, notwithstanding that shareholder approval may not be required, the Putnam funds’ business may be conducted at times when it is not feasibleBoard of Trustees has determined to convene a meetingseek shareholder approval of the Trustees or for the Trustees to act by written consent. The Committee may exercise any or all of the power and authority of the Trustees when the Trustees are not in session. The second is to review annual and ongoing goals, objectives and priorities for the BoardNew PIL Sub-Advisory Contract and to facilitate coordination of all efforts between the Trustees and Putnam Management on behalf ofrecommend to the shareholders of each applicable fund that they approve the funds. The Committee currently consistsNew PIL Sub-Advisory Contract.

If shareholders of Messrs. Leibler (Chair) and Putnam and Ms. Baumann.

Investment Oversight Committees. The Investment Oversight Committees regularly meet with investment personnel of Putnam Management to reviewyour fund approve the investment performance and strategiesNew PIL Sub-Advisory Contract before the consummation of the funds in lightTransaction, the New PIL Sub-Advisory Contract will become effective with respect to your fund upon the consummation of their stated goals and policies. The Committees seekthe Transaction. In the event that the Transaction is not consummated, PIL will continue to identify any compliance issues that are uniqueserve as a subadviser of your fund pursuant to the applicable categories of funds and work with the appropriate Board committees to ensure that any such issues are properly addressed. The Committees review the proposed investment objectives, policies and restrictions of new fund products and proposed changes to investment objectives, policies and restrictions of existing funds. Investment Oversight Committee A currently consists of Mses. Domotorffy (Chair) and Sutphen, Messrs. Ahamed, Reynolds and Singh, and Dr. Joskow. Investment Oversight Committee B currently consists of Messrs. Akhoury (Chair), Leibler, and Putnam, Ms. Baumann, and Dr. Hill.

Pricing Committee. The Pricing Committee oversees the valuation of assetsterms of the Putnam funds and reviews the funds’ policies and proceduresCurrent PIL Sub-Advisory Contract for achieving accurate and timely pricing of fund shares. The Committee oversees implementation of these policies, including fair value determinations of individual securities made by Putnam Management or other designated agentsyour fund.

* Impact of the funds. Transaction on the Sub-Advisory Services Provided to Your Fund

The Committee also reviews (i) compliance by money market funds with Rule 2a-7 under the 1940 Act, (ii) in-kind redemptions by fund affiliates, (iii) the correction of occasional pricing errors, and (iv) Putnam Management’s oversight of pricing vendors. The Committee reportsTransaction is not expected to the Trustees and makes recommendations to the Trustees regarding these matters. The Committee currently consists of Messrs. Singh (Chair) and Akhoury, Ms. Domotorffy, and Dr. Hill.

How large of a stake do the Trustees haveresult in any diminution in the Putnam familynature, extent or quality of funds?

The Trustees allocate their investments among the Putnam funds based on their own investment needs. The table below shows the number of shares of each fund beneficially ownedservices provided by each nominee for Trustee, as well as the value of each nominee’s holdings in eachPIL to your fund and in all of the Putnam funds as of December 31, 2021. As a group, the Trustees owned shares of the Putnam funds valued at approximately $82 million, as of December 31, 2021.its shareholders.

* Mr. AkhouryIf the shareholders of your fund do not approve the New PIL Sub-Advisory Contract and Dr. Joskow, if re-elected,the Transaction is consummated, an interim sub-advisory contract between Putnam Management and PIL (the “Interim PIL Sub-Advisory Contract”) will each serve until his retirementtake effect for your fund upon the consummation of the Transaction. The Board of Trustees approved the Interim PIL Sub-Advisory Contract on June 30, 2022.

^#Mses. Murphy and Pillai have been nominated for election23, 2023 to allow PIL to continue providing services to your fund’s Board and, if elected, will serve as Trustees beginning July 1, 2022.

As of December 31, 2021, nonefund while shareholder approval of the New PIL Sub-Advisory Contract continues to be sought.

Rule 15a-4 under the 1940 Act allows an investment company to enter into an interim management contract with a maximum term of 150 days, without first obtaining shareholder approval, so that the investment company may receive investment management services without interruption following an assignment of a previous management contract.

The terms of the Interim PIL Sub-Advisory Contract are identical to those of the Current PIL Sub-Advisory Contracts, except for the term and escrow provisions described below. The Interim PIL Sub-Advisory Contract for your fund will continue in effect for a term ending on the earlier of 150 days from the closing of the Transaction (the “150-day period”) or, if shareholders of your fund approve the New PIL Sub-Advisory Contract, the effective date of the New PIL Sub-Advisory Contract. The Board of Trustees ownedor a “majority of the outstanding voting securities,” as defined in the 1940 Act, may terminate the Interim PIL Sub-Advisory Contract for your fund on 10 calendar days’ written notice to PIL without the payment of any preferred sharespenalty. Pursuant to Rule 15a-4 under the 1940 Act, compensation earned by PIL under the Interim PIL Sub-Advisory Contract will be held in an interest-bearing escrow account. (As noted below, the funds, including your fund, do not compensate PIL for its services. That compensation is paid by Putnam Management.) If shareholders of Putnam Managed Municipal Income Trust your fund approve the New PIL Sub-Advisory Contract before the end of the 150-day period, the amount held in the escrow account under the Interim PIL Sub-Advisory Contract will be paid to PIL. If shareholders of your fund do not approve the New PIL Sub-Advisory Contract prior to the end of the 150-day period, the Board of Trustees will consider what further action to take consistent with their fiduciary duties to the fund, and PIL will be paid the lesser of its costs incurred in performing its services under the Interim PIL Sub-Advisory Contract or Putnam Municipal Opportunities Trust. Asthe total amount of December 31, 2021,the escrow account, plus interest earned. The actions considered by the Board of Trustees may include, among other things, determining (to the extent consistent with current law and interpretations of the Securities and Exchange Commission and its staff) that shareholder approval is not required with respect to the New PIL Sub-Advisory Contract, having the fund managed without a sub-adviser, or making other appropriate arrangements.

The terms of the New PIL Sub-Advisory Contract (described generally below) are identical to those of the Current PIL Sub-Advisory Contract, except for the effective date, initial term, and certain non-substantive changes. The start date of each Trustee,applicable fund’s Current PIL Sub-Advisory Contract, the date on which each applicable fund’s Current PIL Sub-Advisory Contract was last submitted to a vote of shareholders, and the officers and Trusteespurpose of the fund as a group, owned less than 1% of each fund’s outstanding common shares.submission is set forth in Appendix D.

Set forth below is a general description of the New PIL Sub-Advisory Contract and a comparison of its terms to those of the Current PIL Sub-Advisory Contract for your fund. The complete terms of the New PIL Sub-Advisory Contract are set forth in Appendix F-1.

How can shareholders communicateFees. There is no change in the rate of the fees payable to PIL under the New PIL Sub-Advisory Contract. The funds, including your fund, do not compensate PIL for its services. That compensation is paid by Putnam Management. The current fee schedule for investment sub-advisory services provided by PIL for each applicable fund is set forth in Appendix D.

Investment Sub-Advisory Services. Like the Current PIL Sub-Advisory Contract for your fund, the New PIL Sub-Advisory Contract for your fund provides that PIL will furnish continuously an investment program for a PIL Allocated Sleeve, determining what investments to purchase, hold, sell or exchange and what portion of the PIL Allocated Sleeve assets will be held uninvested, in compliance with the Trustees?

The Board provides a process for shareholders to send communicationsfund’s governing documents, investment objectives, policies and restrictions, and subject to the Trustees. Shareholders may direct communications to the Board as a whole or to specified individual Trustees by submitting them in writing to the following address:

Written communications must include the shareholder’s name, be signed by the shareholder, refer to the Putnam fund(s) in which the shareholder holds shares,oversight and include the class and number of shares held by the shareholder as of a recent date.

Representatives of the funds’ transfer agent will review all communications sent to Trustees and, as deemed appropriate, will provide copies and/or summaries of communications to the Trustees.

How often do the Trustees meet?

The Trustees currently hold regular in-person meetings eight times each year, usually over a two-day period, to review the operations of the Putnam funds. (During the COVID-19 pandemic, the Trustees have held meetings by videoconference or teleconference rather than in person.) A portion of these meetings is devoted to meetings of various committeescontrol of the Board of Trustees and Putnam Management. Putnam Management may also request PIL to assist with purchasing and selling securities for any fund, including the placement of orders with broker-dealers selected in accordance with the sub-advisory contract, even if Putnam Management has not established a PIL Allocated Sleeve for the fund. As indicated above, PIL’s responsibilities under the New PIL Sub-Advisory Contract for your fund are identical to those under the Current PIL Sub-Advisory Contract for your fund.

Like the Current PIL Sub-Advisory Contract for your fund, if requested by Putnam Management, PIL is authorized under the New PIL Sub-Advisory Contract to place orders for the purchase and sale of portfolio investments for any PIL Allocated Sleeve of your fund with brokers or dealers that focus on particular matters. Each Independent Trustee generally attends several formal committee meetings during each regular meetingPIL selects. PIL must select brokers and dealers, and place orders, using its best efforts to obtain for the funds the most favorable price and execution available, except that PIL may pay higher brokerage commissions if it determines in good faith that the commission is reasonable in relation to the value of brokerage and research services provided by the broker or dealer (a practice commonly known as “soft dollars”) and the services qualify as “minor non-monetary benefits” under the rules of the United Kingdom’s Financial Conduct Authority (“FCA”). PIL may make this determination in terms of either the particular transaction or its overall responsibilities for a fund and to other clients of Putnam Management or PIL for which Putnam Management or PIL exercises investment discretion. Putnam Management’s and PIL’s use of soft dollars is subject to policies established by the Board of Trustees including meetings with senior investment personnelfrom time to time and portfolio managers to review recent performanceapplicable guidance issued by the Securities and Exchange Commission and its staff and the currentFCA.

Expenses. Like the Current PIL Sub-Advisory Contract for your fund, the New PIL Sub-Advisory Contract requires PIL to bear the expenses associated with furnishing all necessary investment climateand management facilities, including salaries of personnel, required for selected funds. These meetings ensure that fund performance is reviewed in detail on at least an annual basis. The committeesit to execute its duties faithfully.

Term and Termination. If approved by shareholders before the consummation of the Board, includingTransaction, the Executive Committee, may also meetNew PIL Sub-Advisory Contract for your fund will go into effect for a two-year period beginning on special occasions as the need arises. Duringdate the calendarTransaction is consummated. Thereafter, if not terminated, the New PIL Sub-Advisory Contract will continue in effect from year 2021, each Trustee attended at least 75% of the Board and applicable committee meetings noted for each fund and the average Trustee participated in approximately 38 Board and committee meetings.

The number of times the full Board and each committee met during calendarto year 2021if its continuance is shown in the table below:

specifically approved at least annually by (i) the Board of Trustees or the shareholders of the fund by the affirmative vote of a majority of the outstanding shares of the fund and (ii) a majority of the Independent Trustees, by vote cast in person at a meeting called for the purpose of voting on the contract’s approval. The Current PIL Sub-Advisory Contracts have similar provisions for their term and continuance, although the initial term has elapsed.

The funds doLike the Current PIL Sub-Advisory Contract for your fund, the New PIL Sub-Advisory Contract for your fund provides that the contract may be terminated at any time by Putnam Management or PIL with not have a formal policymore than 60 days’, nor less than 30 days’, written notice to the other party and without the payment of any penalty. Your fund may also terminate the contract with respect to Trustee attendance at shareholder meetings. While various Trustees may attend shareholder meetings from time to time, your fund’s Trustees did not attend the last annual meeting of your fund. The Trustees are generally represented at shareholder meetings by their independent staff and independent counsel.

What are some of the ways in which the Trustees represent shareholder interests?

Among other ways, the Trustees seek to represent shareholder interests:

• by reviewing your fund’s investment performance with your fund’s investment personnel;

• by discussing with senior management of Putnam Management steps being taken to address any performance deficiencies;

• by reviewing the quality of the various other services provided to your fund andby vote of a majority of its shareholdersTrustees or by the affirmative vote of a “majority of the outstanding voting securities” of the fund, as defined in the 1940 Act, with not more than 60 days’, nor less than 30 days’, written notice to Putnam Management and PIL, and without the payment of any penalty. The New PIL Sub-Advisory Contract also will terminate automatically in the event of its affiliates;“assignment” or upon the termination of Putnam Management’s management contract with a fund.

• by reviewing in depthLimitation of Liability. Like the fees paid by eachCurrent PIL Sub-Advisory Contract for your fund, and by negotiating withunder the New PIL Sub-Advisory Contract for your fund, PIL is not liable to Putnam Management, your fund or to any shareholder of your fund for any act or omission in the course of, or connected with, rendering services under the New PIL Sub-Advisory Contract, unless there is willful misfeasance, bad faith or gross negligence on the part of PIL or reckless disregard of its obligations and duties under the proposed sub-advisory contract.

Amendments; Defined Terms. Like the Current PIL Sub-Advisory Contract for your fund, any amendment to the New PIL Sub-Advisory Contract must be approved at a meeting by the vote, cast in person at a meeting called for the purpose of voting on the amendment’s approval, of a majority of the Independent Trustees. Certain terms used in the New PIL Sub-Advisory Contract are used as defined in the 1940 Act, the rules and regulations under the 1940 Act and any applicable guidance or interpretation of the Securities and Exchange Commission or its staff.

At the meetings held on June 22-23, 2023, at which the Board of Trustees approved your fund’s New Management Contract, the Board of Trustees (including a majority of the Independent Trustees), also approved the New PIL Sub-Advisory Contract. The Board of Trustees’ considerations regarding the New PIL Sub-Advisory Contract are discussed in Proposal 1 above.

Shareholder approval of your fund’s New PIL Sub-Advisory Contract will be obtained if appropriate,the affirmative vote of a “majority of the outstanding voting securities” of the fund is received, which is defined under the 1940 Act to ensure that be the fees remain reasonable and competitive with thoselesser of comparable funds, while (a) more than 50% of the outstanding shares of the fund, or (b) 67% or more of the shares of the fund present (in person or by proxy) at the same time providing Putnam Management sufficient resources to continue to provide high quality services in the future;

• by reviewing brokerage costs and fees, allocations among brokers, and soft dollar expenditures (if applicable);

• by discussing shareholder outreach initiatives with senior management of Putnam Management;

• by reviewing the specific concerns of closed-end fund shareholders;

• by monitoring potential conflicts of interest between the Putnam funds, including your fund, and Putnam Management and its affiliates to ensure that the funds continue to be managed in the best interests of their shareholders; and

• by monitoring potential conflicts among funds managed by Putnam Management to ensure that shareholders continue to realize the benefits of participation in a large and diverse family of funds.

What are the Trustees paid for their services?

Each Independent Trusteespecial meeting if more than 50% of the funds receives an annual retainer fee and additional fees for each Trustee meeting attended and for certain related services. Independent Trustees also are reimbursed for expenses they incur relating to their service as Trustees. Alloutstanding shares of the current Independent Trustees offund are present at the funds are Trustees of all of the Putnam funds.

The Trustees periodically review their fees to ensure that the fees continue to be appropriate in light of their responsibilities as well as in relation to fees paid to trustees of other mutual fund complexes. The Board Policy and Nominating Committee, which consists solely of Independent Trustees of the funds, estimates that committee and Trustee meeting time, together with the appropriate preparation, requires the equivalent of at least four business days per regular Trustee meeting.

Under a Retirement Plan in effect for Trustees of the Putnam funds elected to the Board before 2003 (the “Plan”), each eligible Trustee who retires with at least five years of service as a Trustee of the funds is entitled to receive an annual retirement benefit equal to one-half of the average annual

attendance and retainer fees paid to such Trustee for calendar years 2003, 2004 and 2005. This retirement benefit is payable during a Trustee’s lifetime, beginningmeeting in person or by proxy. The Board of Trustees unanimously recommends that shareholders vote FOR the year following retirement, for the number of years of service through December 31, 2006. A death benefit, also available under the Plan, ensures that the Trustee and his or her beneficiaries will receive benefit payments for the lesser of an aggregate period of (i) ten years or (ii) such Trustee’s total years of service.New PIL Sub-Advisory Contract.

The Plan Administrator (currently the Board Policy and Nominating Committee) may terminate or amend the Plan at any time, but no termination or amendment will result in a reduction in the amount of benefits (i) currently being paid to a Trustee at the time of such termination or amendment, or (ii) to which a current Trustee would have been entitled had he or she retired immediately prior to such termination or amendment. The Trustees have terminated the Plan with respect to any Trustee first elected to the Board after 2003.

The following table includes the year each Trustee became a Trustee of the Putnam funds, the fees paid to each of those Trustees by each fund included in this proxy statement for its most recent fiscal year (ended prior to December 31, 2021), and the fees paid to each of those Trustees by all of the Putnam funds during calendar year 2021. Mses. Murphy and Pillai did not serve as Trustees of the Board during any fund’s recently completed fiscal year or during the calendar year 2021 and are therefore not included in the table below.

Additional Information Relevant to the Proposals

(1) Estimated benefits for each Trustee are based on Trustee fee rates for calendar years 2003, 2004 and 2005.

(2) AsPotential Conflict of December 31, 2021, there were 100 funds in the Putnam family.

(3) Certain Trustees are also owed compensation deferred pursuantInterest Relating to a Trustee Compensation Deferral Plan. As of each fund’s fiscal year ended prior to December 31, 2021, no amounts of deferred compensation were payable, including income earned on such amounts, to these Trustees by these funds.

(4) Mr. Akhoury and Dr. Joskow, if re-elected, will each retire on June 30, 2022.

(5) Includes additional compensation to Mr. Leibler for service as ChairOne of the Trustees ofIndependent Trustees. Jennifer Williams Murphy is the Putnam funds.

(6) Includes additional compensation to Mr. Putnam for service as Chair of the Contract Committee.

(7) Includes additional compensation to Mr. Singh for service as Chair of the Audit, Compliancefounder, controlling member, and Risk Committee.

(8) Mr. Reynolds is an “interested person” of the funds and Putnam Management.

Why should you vote for your fund’s nominees?

Your current Trustees are independent, experienced, and highly qualified fiduciaries who exercise strong fund governance practices.

Independent

• The Chair of your fund, Kenneth R. Leibler, is independent of Putnam Management and has served on the Board for 16 years. He also has extensive experience in the financial services industry, including as Chief Executive Officer of Runa Digital Assets, LLC (“RDA”), the investment manager of Runa Digital Partners, LP (“RDP”), a major asset management organization,private investment fund. Ms. Murphy also holds a controlling interest in RDP’s general partner and is a limited partner in RDP. A subsidiary of Franklin Templeton and certain individuals employed by Franklin Templeton or its affiliates have made passive investments as limited partners in RDP (one of whom serves on the advisory board for RDA, which has servedno governance or oversight authority over RDA), representing in the aggregate approximately 33% of RDP as of May 31, 2023. In addition, if certain conditions are met, Franklin Templeton will be entitled to receive a directorportion of various publicany incentive compensation allocable to RDP’s general partner. For so long as Franklin Templeton maintains its investment in RDP, Ms. Murphy also has agreed to advise and private companies;

• 10 ofconsult with Franklin Templeton and its affiliates on the 11 Trustee nominees, and both of the nominees who do not currently serve as Trustees, are independent of Putnam Management; and

• The Independent Trustees are assistedmarket for digital assets. Ms. Murphy provides similar service to other limited partners in RDP that request her advice. Ms. Murphy also is entitled to receive deferred cash compensation in connection with her prior employment by an independent administrative staff and legal counsel who are selected byaffiliate of Franklin Templeton, which employment ended at the end of 2021. In light of this potential conflict of interest, Ms. Murphy withdrew from a portion of two meetings of the Independent Trustees, on January 27, 2023 and are independent of Putnam Management.

Highly Qualified

• The nominees have significant current and past related industry experience, and have a demonstrated history of actively pursuing the interests of fund shareholders;

• The Board includes individuals with substantial professional accomplishments and prior experience in a variety of fields, including investment management, economics, finance, energy, and professional services; and

• The Board has taken actions that directly benefit shareholders — liquidity events such as mergers and tender offers when in the best interests of all shareholders; a share repurchase program that has made a meaningful contributionJune 23, 2023, to investment return; a significant decrease in 2006 in management fee ratesfacilitate an opportunity for certain Putnam funds; and various efforts to improve shareholder relations.

Strong Governance Practices

• The Board includes a combination of long-tenured and newer members, bringing diverse perspectives to fund oversight;

• The Board has a well-established committee and oversight structure for the Putnam funds, which has been developed over a long period of time; and

• The funds do not have a staggered board structure or other takeover defenses. Every Trustee stands for election at each annual meeting of shareholders.

What is the voting requirement for electing Trustees?

For Putnam Managed Municipal Income Trust and Putnam Municipal Opportunities Trust, if a quorum of preferred shares is present at the annual meeting, the two nominees for election as Trustees by the holdersfurther discussion of the preferred shares, voting as a separate class, who receive the greatest number of affirmative votes cast by holders of the preferred shares will be elected Trustees. If a quorum of commonTransaction and preferred shares is present, the nominees (see Proposal 1b) for election as Trustees by the holders of the preferred shares and common shares, voting together as a single class, who receive the greatest number of affirmative votes cast by the holders of the preferred shares and common shares, voting together as a single class, will be elected as Trustees.

For Putnam Master Intermediate Income Trust and Putnam Premier Income Trust, if a quorum is present at the annual meeting, the applicable number of nominees (see Proposal 1b) for election as Trustees who receive the greatest number of affirmative votes cast by shareholders will be elected as Trustees.

The Trustees unanimously recommend that shareholders vote “FOR” the election of your fund’s nominees.related matters without her present.

Further Information About Voting and the Annual MeetingSpecial Meetings

Location. As part of our effort to maintain a safe and healthy environment at the annual meeting,special shareholder meetings, each fund and the Trustees are closely monitoring statements issued by the Centers for Disease Control and Prevention (cdc.gov) regarding the coronavirusCOVID-19 pandemic. For that reason, the Trustees reserve the right to reconsider the date, time and/or means of convening your fund’s meeting. Subject to any restrictions imposed by applicable law, the Trustees may choose to conduct the meeting solely by means of remote communications, or may hold a “hybrid” meeting where some participants attend in person and others attend by means of remote communications. If the Trustees choose to change the date, time and/or means of convening your fund’s meeting, the fund will announce the decision to do so in advance, and details on how to participate will be issued by press release and filed with the SEC as additional proxy material. Attendees are also encouraged to review guidance from public health authorities on this issue.

Meeting Quorum and Methods of Tabulation. The shareholders of each fund vote separately with respect to the proposals. For Putnam Master Intermediate Income Trust and Putnam Premier Income Trust, the presence in person or by proxyShares of all classes of each fund vote together as a majority of the shares entitled to vote constitutes a quorum for the transaction of business with respect to any proposal at the annual meeting.single class. For Putnam Managed Municipal Income Trust and Putnam Municipal Opportunities Trust, thirty percent of the shares entitled to vote constitutes a quorum for the transaction of business with respect to any proposal at the annual meeting, except that for any proposal on which the preferred shares or common shares vote as separate classes, then thirty percentspecial meeting. For Putnam Master Intermediate Income Trust and Putnam Premier Income Trust, a majority of the shares of each class entitled to vote constitutes a quorum for the transaction of business with respect to that proposalbusiness.

Votes cast by that class.proxy or in person at the special meeting will be counted by persons your fund appoints as tellers for the meeting. The tellers will count the total number of votes cast “for” approval of eacha proposal for purposes of determining whether sufficient affirmative votes have been cast. Shares represented by proxies that reflect abstentions will be counted as shares that are

present and entitled to vote on the matterproposals for purposes of determining the presence of a quorum. Abstentions have the effect of votes against the proposals. Because broker-dealers (in the absence of specific authorization from their customers) are not expected to have discretionary authority to vote on the proposals any shares owned beneficially by their customers, there are unlikely to be any “broker non-votes” (i.e., shares held by brokers or nominees as to which (i) instructions have not been received from the beneficial owners or the persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter) at the Meeting.special shareholder meetings. Broker non-votes would otherwise have the same effect as abstentions (that is, they would be treated as being present and

entitled to vote on the matterproposals for purposes of determining the presence of a quorum). Neither abstentions nor broker non-votes have an effect onquorum, and as if they were votes against the outcome of Proposal 1a or 1b.proposals).

The documents that authorize Putnam Fiduciary Trust Company, LLC (“PFTC”) or Putnam Investor Services, Inc. (“Putnam Investor Services”) to act as Trustee or servicing agent for certain individual retirement accounts (including traditional, Roth and SEP IRAs, 403(b)(7) accounts and Coverdell Education Savings Accounts) provide that if an account owner does not submit voting instructions for his or her shares, Putnam Fiduciary Trust CompanyPFTC or Putnam Investor Services will vote thesuch shares in the same proportions as other shareholders with similar accounts have submitted voting instructions for their shares. Shareholders should be aware that this practice, known as “echo-voting,” may have the effect of increasing the likelihood that a proposal will be acted upon (approved or disapproved) and that Putnam Fiduciary Trust CompanyPFTC or Putnam Investor Services, each of which is an affiliate of Putnam Management, may benefit indirectly from the approval, or disapproval, in accordance with the Trustees’ recommendations, of the proposals.

Shareholders who object to aany proposal in this proxy statementProxy Statement will not be entitled under Massachusetts law or your fund’sthe Agreement and Declaration of Trust of the particular fund to demand payment for, or an appraisal of, their shares.

Each fund’s Amended and Restated Bylaws include a provision (collectively, the “Control Share Provision”) pursuant to which, in summary, a shareholder who obtains beneficial ownership of fund shares in a “Control Share Acquisition” may exercise voting rights with respect to such shares only to the extent the authorization of such voting rights is approved by other shareholders of the fund. The Control Share Provision is primarily intended to protect the interests of the fund and its shareholders by limiting the risk that the fund will become subject to undue influence by activist investors. As described further below, the Control Share Provision does not eliminate voting rights for shares acquired in Control Share Acquisitions, but rather, it entrusts a fund’s other “non-interested” shareholders with determining whether to approve the authorization of voting rights for such shares.

Subject to various conditions and exceptions, the Amended and Restated Bylaws define a “Control Share Acquisition” to include an acquisition of fund shares (other than remarketed preferred shares of a series existing as of September 18, 2020) that, but for the Control Share Provision, would entitle the beneficial owner, upon the acquisition of such shares, to vote or direct the voting of shares having voting power in the election of Trustees (except for elections of Trustees by preferred shareholders of the fund voting as a separate class) within any of the following ranges: (i) one-tenth or more, but less than one-fifth of all voting power; (ii) one-fifth or more, but less than one-third of all voting power; (iii) one-third or more, but less than a majority of all voting power; or (iv) a majority or more of all voting power.

Shares acquired before September 18, 2020 are excluded from the definition of Control Share Acquisition, though such shares are included in assessing whether any subsequent share acquisition exceeds one of the enumerated thresholds. Subject to various conditions and procedural requirements set forth in the Amended and Restated Bylaws, including the delivery of a “Control Share Acquisition Statement” to the fund’s Clerk setting forth certain required information, a shareholder who obtains beneficial ownership of shares in a Control Share Acquisition generally may request a vote of fund shareholders (excluding such acquiring shareholder and certain other interested shareholders) to approve the authorization of voting rights for such shares at the next annual meeting of fund shareholders, notice of which has not been given before the fund has received the Control Share Acquisition Statement.

On February 23, 2023, the Trustees of each fund determined to exempt all prior, and, until further notice, new purchases of the funds’ shares that might otherwise be deemed Control Share Acquisitions under the Control Share Provision. Thus, the Control Share Provision currently has no effect, and will not affect voting at the special meetings in any way.

Voting in Person. Instructions on how to vote and the process for voting will be provided at the special shareholder meetings to any shareholders who choose to attend the special shareholder meetings to vote in person.

Special Rule for Proportional Voting for Putnam Managed Municipal Income Trust and Putnam Municipal Opportunities Trust. For funds listed on the New York Stock Exchange that have outstanding preferred shares, in accordance with the rules of the exchange, brokerage firms may vote for (or against)or against a proposal, on behalf of their clients who beneficially own the remarketed or auction rate preferred shares and from whom they have not received voting instructions, in the same proportion as votes for (and against)and against the proposal that have been received from other holders of preferred shares if (i) a minimum of 30% of the outstanding preferred shares have been voted by the holders of preferred shares, (ii) the holders of less than 10% of the outstanding preferred shares have voted against the proposal, and (iii) for any proposal on which common and preferred shares vote together as a single class, the holders of the common shares have approved the proposal.

Other business. The Trustees know of no matters other than those described in this proxy statementProxy Statement to be brought before the annual meeting.special meetings. If, however, any other matters properly come before the annual meeting,special meetings, proxies will be voted on these matters in accordance with the judgment of the persons named in the enclosed WHITEproxy card(s).

Simultaneous meetings. The annualspecial meeting of shareholders of your fund is called to be held at the same time as the meetings of shareholders of the other Putnam closed-end funds.Closed-End Funds. It is anticipated that all annualspecial meetings of the Putnam Closed-End Funds will be held simultaneously. However, if any shareholder at the annuala special meeting objects to the holding of a simultaneous meeting and moves for an adjournment of the meeting to a time promptly after the simultaneous meetings, the persons named as proxies will vote in favor of adjournment.

Solicitation of proxies. In addition to soliciting proxies by mail, the Trustees of your fund and employees of Putnam Management and Putnam Investor Services, as well as their agents, may solicit proxies in person or by telephone. Your fund may arrange to have a proxy solicitation firm call you to record your voting instructions by telephone. The procedures for voting proxies by telephone are designed to authenticate shareholders’ identities, to allow them to authorize the voting of their shares in accordance with their instructions, and to confirm that their instructions have been properly recorded. Shareholders would be called at the phone number Putnam Management or Putnam Investor Services has in its records for their accounts (or that Putnam Management or Putnam Investor Services obtains from agents acting on behalf of financial intermediaries, in the case of shares held in street name through a bank, broker or other financial intermediary) and would be given an opportunity to authenticate their identities and to authorize the proxies to vote their shares at the annualspecial meeting in accordance with their instructions. To ensure that shareholders’ instructions have been recorded correctly, they will also receive a confirmation of their instructions in the mail. A special toll-free number will be available in case the information contained in the confirmation is incorrect. Your fund has been

advised by counsel that these procedures are consistent with the requirements of applicable law. If these procedures were subject to a successful legal challenge, such votes would not be counted at the annualspecial meeting. Your fund is unaware of any such challenge at this time.

Shareholders have the opportunity to submit their voting instructions over the Internet by using a program provided by a third-party vendor hiredselected by Putnam Management or by automated telephone service. To vote online using the Internet, please access the Internet address listed on theWHITE proxy card and follow the instructions on the Internet site. To record your voting instructions using the automated telephone service, use the toll-free number listed on yourWHITE proxy card. The Internet and telephone voting procedures are designed to authenticate shareholder identities, to allow shareholders to give their voting instructions, and to confirm that shareholders’ instructions have been recorded properly.

Your fund’s Trustees have adopted a general policy of maintaining confidentiality in the voting of proxies. Consistent with this policy, your fund may solicit proxies from shareholders who have not voted their shares or who have abstained from voting, including brokers and nominees.

Expense of the solicitation. For managing the funds’ overall proxy campaign, AST Fund Solutions, 48 Wall Street, 22nd Floor, New York, NY 10005 will receive a management fee plus reimbursement for out-of-pocket expenses. AST Fund Solutions will also receive fees in connection with assembling, mailing and transmitting the notice of meeting, proxy statement and related materials on behalf of the funds, tabulating those votes that are received, and any solicitation of additional votes. While the fees received by AST Fund Solutions will vary based on the level of additional solicitation necessary to achieve quorum and shareholder approval of the Trustees’ recommendations, the project management fees paid to AST Fund Solutions are estimated to be approximately $5,607 for Putnam Managed Municipal Income Trust, $6,548 for Putnam Master Intermediate Income Trust, $5,157 for Putnam Municipal Opportunities Trust, and $9,245 for Putnam Premier Income Trust (approximately $26,557 in the aggregate for all funds). In addition, banks, brokers or other financial intermediaries holding shares as nominee will be reimbursed, upon request, for their reasonable expenses in sending solicitation materials to the principals of the accounts and tabulating those instructions that are received. After reimbursement of these expenses, it is estimated that Putnam Managed Municipal Income Trust, Putnam Master Intermediate Income Trust, Putnam Municipal Opportunities Trust, and Putnam Premier Income Trust will incur total costs of approximately $25,997, $23,914, $22,338, and $49,188, respectively, in connection with the proxy campaign (approximately $121,437 in the aggregate for all funds). Other costs associated with the proxy campaign include the expenses of the preparation and printing of proxy materials. Each fund is bearing all of its proxy campaign costs.

Revocation of proxies. Giving your proxy, whether by returning the WHITE or any other proxy cardcard(s) or providing voting instructions over the Internet or by telephone, does not affect your right to attend the special meeting and vote atin person. Proxies, including proxies given by telephone or over the annual meeting. ProxiesInternet, may be revoked at any time before they are voted either (i) by a written revocation received by the Clerk of your fund, (ii) by properly executing and submitting a later-dated proxy, (iii) by recording later-dated voting instructions by telephone or via the Internet, or (iv) by attending the annualspecial meeting and voting at the meeting.in person. If your shares are held in street name through a bank, broker or other financial intermediary, please check your voting instruction form or contact your bank, broker or other financial intermediary for instructions on how to change or revoke your vote.

DatesDate for receipt of shareholders’ proposals for subsequent meetings of shareholders.It is currently anticipated that your fund’s next annual meeting of shareholders will be held on April 21, 2023,26, 2024, although the Trustees of your fund reserve the right to set an earlier or later date for the annual meeting for the 2022–2023next fiscal year. Shareholder proposals whichthat are intended to be included in the proxy statement for that meeting and presented at the 20232024 annual meeting must have been received by your fund on or before November 22, 2022.27, 2023. In order for a shareholder proposal to be included in the proxy statement, both the submitting shareholder and the proposal itself must satisfy the requirements set forth in Rule 14a-8 under the Securities Exchange Act.Act of 1934. The fund may exclude from the proxy materials and

consideration at a meeting certain proposals as permitted by Securities and Exchange Commission rules and state law. Shareholders who wish to make a proposal at the 20232024 annual meeting without including the proposal in the fund’s proxy statement must ensure that the proposal was received by your fund in good order and in compliance with all applicable legal requirements, including the requirements set forth in your fund’s Amended and Restated Bylaws, between January 21, 202322, 2024 and February 20, 2023.21, 2024. You may obtain a copy of your fund’s Amended and Restated Bylaws by submitting a request in writing to The Putnam Funds, 100 Federal Street, Boston, Massachusetts 02110.

Postponement and Adjournment.To the extent permitted by each fund’s Declaration of Trust and Amended and Restated Bylaws, any meeting of shareholders may be postponed or cancelled by the Trustees upon public notice before the time scheduled for suchthe meeting.

In addition to any ability that the persons named as proxies may have to propose and/or vote on an adjournment of any meeting of shareholders as described below, to the extent permitted by each fund’s Declaration of Trust and Amended and Restated Bylaws, any meeting of shareholders may, by action of the chair of the meeting, be adjourned from time to time without notice (other than announcement at the meeting at which the adjournment is taken) with respect to one or more matters to be considered at the meeting to a designated date (which may be more than 120 days after the date initially set for the meeting), time and place, whether or not a quorum is present with respect to the matter. Upon motion of the chair of the meeting, the question of adjournment may (but need not) be submitted to a vote of the shareholders, and in that case, any adjournment with respect to one or more matters must be approved by the vote of holders of a majority of the shares present and entitled to vote with respect to the matter or matters to be adjourned and, if approved, such adjournment shall take place without further notice (other than announcement at the meeting at which the adjournment is taken). If the quorum required quorumfor the meeting has not been met, the persons named as proxies may propose adjournment of the meeting and vote all shares that they are entitled to vote in favor of such adjournment. If the quorum required for the meeting has been met, but sufficient votes in accordance with the Trustees’ recommendations are not received by the time scheduled for the meeting, the persons named as proxies may also propose adjournment of the meeting with respect to any or all proposals in order to permit solicitation of additional proxies. The persons named as proxies will vote in favor of adjournment those proxies that they are entitled to vote in accordance with the Trustees’ recommendation. They will vote against adjournment those proxies required to be voted contrary to the Trustees’ recommendation. Unless a proxy is otherwise limited in this regard, any shares present and entitled to vote at a meeting including shares that are represented by broker non-votes, may, at the discretion of the proxies named therein, be voted in favor of such an adjournment. Adjournments may be proposed for a reasonable period or periods to permit further solicitation of proxies or for any other reason. The fundsPutnam Investments (or an

affiliate) will bear the costs of any additional solicitation and of any adjourned session. Any proposal for which sufficient votes consistent with the Trustees’ recommendation have been received may be acted upon and considered final regardless of whether the annual meeting is adjourned to permit additional solicitation with respect to any other proposal that may properly come before the meeting.

The record date initially set for a meeting will continue to apply to any adjourned or postponed session of that meeting, unless the Trustees fix a new record date for the meeting. If a new record date is fixed for a meeting, any proxy received by a fund from a shareholder who was a shareholder of record on both the record date originally set for the meeting and the new record date for the meeting will remain in full force and effect unless explicitly revoked by the shareholder.

Expense of the solicitation. For managing the Putnam Closed-End Funds’ overall proxy campaign, EQ Fund Solutions (“EQ”) will receive a proxy management fee of $223,000 plus reimbursement for out-of-pocket expenses. EQ will also receive fees in connection with assembling, mailing, and transmitting the notice of meeting, proxy statement and related materials on behalf of your fund, tabulating those votes that are received, and any solicitation of additional votes. While the fees received by EQ will vary based on the level of additional solicitation necessary to achieve quorum and shareholder approval, the fees paid to EQ are estimated to be approximately $453,839. In addition, banks, brokers, or other financial intermediaries holding shares as nominees will be reimbursed, upon request, for their reasonable expenses in sending solicitation materials to the principals of the accounts and tabulating those instructions that are received. While fees paid to banks, brokers, or other financial intermediaries will vary based on the level of additional solicitation necessary to achieve quorum and shareholder approval of the Trustees’ recommendations, the aggregate fees across all funds are estimated to be approximately $1,184,000. Other costs associated with the proxy campaign, which are estimated to be approximately $60,000, include the expenses of the preparation and printing proxy materials. All proxy campaign costs are being borne by Putnam Investments (or an affiliate) because the funds are holding a special meeting only to approve new management contracts and a new sub-advisory contract in connection with the Transaction.

Duplicate mailings. As permitted by SEC rules, Putnam Management’s policythe funds’ practice is to send a single copy of the proxy statement to shareholders who share the same last name and address, unless a shareholder previously has requested otherwise. SeparateWHITE proxy cards will be included with the proxy statement for each account registered at that address. If you would prefer to receive your own copy of the proxy statement, please contact Putnam InvestmentsInvestor Services by phone at 1-877-536-15551-800-225-1581 or by mail at P.O. Box 219697, Kansas City, MO 64121-9697.

Financial information. Your fund’s Clerk will furnish to you, upon request and without charge, a copy of the fund’s annual report for its most recent fiscal year, and a copy of its semiannual report for any subsequent semiannual period. You may direct these requests to Putnam Investments,Investor Services, P.O. Box 219697, Kansas City, MO 64121-9697 or by phone at 1-877-536-1555.1-800-225-1581. You may also access copies of these reports by visiting Putnam’s website at www.putnam.com/individual.putnam.com/individual.

Fund Information(applicable to all funds, unless otherwise noted below)

Putnam Investments. Investment Management, LLC. Putnam Investment Management, LLC (“Putnam Management”) is an indirect wholly ownedwholly-owned subsidiary of Putnam Investments, LLC (“Putnam Investments”). The funds do not have a distributor or principal underwriter. The Desmarais Family Residuary Trust, a trust established pursuant to the Last Will and Testament of The Honourable Paul G. Desmarais, indirectly holds approximately 50.9%51.35% of the voting rights of Power Corporation of Canada. Power Corporation of Canada is an international management and holding company that focuses on financial services in North America, Europe and Asia. Power Financial Corporation, a wholly owned subsidiary of Power Corporation of Canada, is an international management and holding company with interests in financial services and asset management businesses in Canada, the United States and Europe. Power Financial Corporation in turn owns, directly and indirectly, voting securities to which are attached approximately 65%70.63% of the voting rights attached to all of the outstanding voting shares of Great-West Lifeco Inc., an international financial services holding company with interests in life insurance, health insurance, retirement and investment services, asset management and reinsurance businesses. Great-West Lifeco Inc. indirectly owns a majority interest in, and all of the voting shares of, Putnam Investments through a series of subsidiaries.subsidiaries, including Putnam Holdings.

The address of each of Putnam Investments and Putnam Management is 100 Federal Street, Boston, Massachusetts 02110. The address of The Desmarais Family Residuary Trust is 759 Victoria Square, Montreal, Quebec H2Y 2J7. The address of Power Corporation of Canada and Power Financial Corporation is 751 Victoria Square, Montreal, Quebec H2Y 2J3. The address of Great-West Lifeco Inc. is 100 Osborne Street North, Winnipeg, Manitoba, R3C 1V3.

Robert L. Reynolds is the President and Chief Executive Officer of Putnam Investments. His address is 100 Federal Street, Boston, MA 02110. It is currently expected that, following the consummation of the Transaction, Mr. Reynolds will continue to serve in various roles at Great-West Lifeco, its parent Power Corporation of Canada, and/or their affiliates, but will no longer serve as President and Chief Executive Officer of Putnam Investments.

Following the Transaction described in this Proxy Statement, Putnam Investments and Putnam Management would become indirect wholly-owned subsidiaries of Franklin Templeton.

Putnam Investments Limited.Putnam Investments Limited (“PIL”) is a registered investment adviser that has been retained by Putnam Management as investment sub-adviser or sub-manager with respect to a portion of the assets of certain funds, and is directly owned by Putnam Advisory Holdings II, LLC, which is a Delaware holding company, and is owned indirectly by Putnam Investments. The directors of Putnam Investments Limited,PIL, listed along with their principal business occupations at Putnam Investments, are Vivek Gandhi, Portfolio Manager, and Alan G. McCormack, Head of Quantitative Equities and Risk. Vivek Gandhi is also the Chief Executive Officer of PIL. The address of Putnam Investments Limited,PIL, Vivek Gandhi, and Alan G. McCormack is 16 St. James’s Street, London, SW1A 1ER, U.K. The address of Putnam Advisory Holdings II, LLC is 100 Federal Street, Boston, Massachusetts 02110.

Following the Transaction described in this Proxy Statement, PIL would become an indirect wholly-owned subsidiary of Franklin Templeton.

Putnam Investor Services, Inc. Putnam Investor Services, Inc. (“Putnam Investor Services”) serves as your fund’s investor servicing agent. Putnam Investor Services is an indirect wholly-owned subsidiary of Putnam Investments. The address of Putnam Investor Services is 100 Federal Street, Boston, Massachusetts 02110.

Following the Transaction described in this Proxy Statement, Putnam Investor Services would become an indirect wholly-owned subsidiary of Franklin Templeton.

Payments to Putnam Management or its affiliates. Appendix G shows amounts paid to Putnam Management or its affiliates during each fund’s most recent fiscal year ended prior to July 1, 2023 for the services noted. The funds made no other material payments to Putnam Management or its affiliates during the periods shown.

Limitation of Trustee liability.Your fund’s Declaration of Trust provides that the fund will indemnify its Trustees and officers against liabilities and expenses incurred in connection with litigation in which they may be involved because of their offices with the fund, except if it is determined in the manner specified in the Declaration of Trust that they have not acted in good faith, have not acted in the reasonable belief that their actions were in the best interests of the fund or at least were not opposed to the best interests of the fund, or had reasonable cause to believe their actions were unlawful in the case of a criminal proceeding, or that such indemnification would relieve any officer or Trustee of any liability to the fund or its shareholders arising by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of his or her duties. Your fund, at its expense, provides liability insurance for the benefit of its Trustees and officers.

Auditor. The Trustees have selected PricewaterhouseCoopers LLP, 101 Seaport Boulevard, Boston, Massachusetts 02210 as the auditor for each fund’s current fiscal year. The firm was selected primarily on the basis of its expertise as an auditor of investment companies, the quality of its audit services and the competitiveness of its fees. Representatives of PricewaterhouseCoopers LLP are expected to be available or present at the annual meeting and to have the opportunity to make a statement and respond to appropriate questions.

On March 20, 2020, the Audit, Compliance and Risk Committee of the Trustees approved and recommended the decision to change the independent accountant of Putnam Managed Municipal Income Trust, Putnam Master Intermediate Income Trust and Putnam Premier Income Trust and to not retain KPMG LLP, and on April 3, 2020, upon request of the Putnam Funds, KPMG LLP provided a letter of resignation. During the two previous fiscal years, KPMG LLP audit reports contained no adverse opinion or disclaimer of opinion; nor were its reports qualified or modified as to uncertainty, audit scope or accounting principle. Further, in connection with its audits for the two previous fiscal years and the subsequent interim period through April 3, 2020: (i) there were no disagreements with KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of KPMG would have caused it to make reference to the subject matter of the disagreements in its report on the Fund’s financial statements for such years, and (ii) there were no “reportable events” of the kind described in Item 304(a)(1)(v) of Regulation S-K under the Securities Exchange Act of 1934, as amended.

On April 17, 2020, the Audit, Compliance and Risk Committee of the Trustees approved and recommended the decision to appoint PricewaterhouseCoopers LLP as the independent accountant of Putnam Managed Municipal Income Trust, Putnam Master Intermediate Income Trust and Putnam Premier Income Trust.

The following table presents fees billed to each indicated fund in each of its last two fiscal years by the fund’s auditor:

Putnam Managed Municipal Income Trust

Putnam Master Intermediate Income Trust

Putnam Municipal Opportunities Trust

Putnam Premier Income Trust

Audit Fees represent fees billed for a fund’s last two fiscal years relating to the audit and review of the financial statements included in annual reports and registration statements, and other services that are normally provided in connection with statutory and regulatory filings or engagements.

Audit-Related Fees represent fees billed in a fund’s last two fiscal years for services traditionally performed by the fund’s auditor, including accounting consultation for proposed transactions or concerning financial accounting and reporting standards and other audit or attest services not required by statute or regulation.

Tax Fees represent fees billed in a fund’s last two fiscal years for tax compliance, tax planning and tax advice services. Tax planning and tax advice services include assistance with tax audits, employee benefit plans and requests for rulings or technical advice from taxing authorities.

The following tables present the amounts the fund’s auditor billed for aggregate non-audit fees to each fund, Putnam Management, and any entity controlling, controlled by or under common control with Putnam Management that provides ongoing services to the fund in each of the fund’s last two fiscal years:

Pre-Approval Policies of the Audit, Compliance and Risk Committee. The Audit, Compliance and Risk Committee has determined that, as a matter of policy, all work performed for the funds by the funds’ auditors will be pre-approved by the Committee itself and thus will generally not be subject to pre-approval procedures.

The Audit, Compliance and Risk Committee also has adopted a policy to pre-approve the engagement by Putnam Management and its affiliated companies of the funds’ auditors, even in circumstances where pre-approval is not required by applicable law. Any such requests by Putnam Management or its affiliates are typically submitted in writing to the Committee and explain, among other things, the nature of the proposed engagement, the estimated fees, and why the work should be performed by that

particular audit firm as opposed to another one. In reviewing these requests, the Committee considers, among other things, whether the provision of such services by the audit firm is compatible with the independence of the audit firm.

Since the beginning of the two most recently completed fiscal years of each fund, all work performed by the auditors for the funds, Putnam Management and any entity controlling, controlled by or under common control with Putnam Management that provides ongoing services to the funds was approved in advance by the Committee or a member of the Committee pursuant to the pre-approval policies discussed above.

The following table presents fees billed to each indicated fund in each of its last two fiscal years by the fund’s auditor for services required to be approved pursuant to paragraph (c) (7)(ii) of Rule 2-01 of Regulation S-X:

The Audit, Compliance and Risk Committee of the funds has submitted the following report:

The Audit, Compliance and Risk Committee has reviewed and discussed with management of the funds the audited financial statements of each fund for the last fiscal year. The Audit, Compliance and Risk Committee has discussed with each fund’s independent auditor the matters required to be discussed by Statements on Auditing Standard No. 61 (SAS No. 61), as amended, supplemented or superseded from time to time. The Audit, Compliance and Risk Committee has received the written disclosures and the letter from each fund’s independent auditor required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditor’s communications with the Audit, Compliance and Risk Committee concerning independence and has discussed with the independent auditor its independence. Based on the foregoing review and discussions, the Audit, Compliance and Risk Committee recommended to the Trustees that each fund’s audited financial statements for the last fiscal year be included in each fund’s annual report to shareholders.

Manoj P. Singh (Chairperson)
Ravi Akhoury
Katinka Domotorffy

Catharine Bond Hill
Paul L. Joskow

Officers and other information. information. All of the officers of your fund are employees of Putnam Management or its affiliates or serve on the staff of the Office of the Trustees. Because of his positions with Putnam Management or its affiliates, Mr. Reynolds, as well as the other affiliated officers of your fund, will benefit indirectly from the management fees and investor servicing fees paid or allowed by your fund. In addition to Mr. Reynolds, the other officers of your fund are as follows:

¹ The address of each officerOfficer is 100 Federal Street, Boston, MA 02110.

² Each officer serves for an indefinite term, until his or her resignation, retirement, death or removal.

³ Prior positions and/or officer appointments with the fund or the fund’s investment adviser and distributor have been omitted.

⁴ Officers of the fund whoindicated are members of the Trustees’ independent administrative staff. Compensation for these individuals is fixed by the Trustees and reimbursed to Putnam Management by the funds.funds, except in certain cases where a fund has a unitary fee and/or expense limitation arrangement whereby Putnam Management is responsible for all or a portion of these individuals’ compensation.

Net5% Beneficial Ownership. As of May 31, 2023, to the knowledge of the funds, no person other than those listed on Appendix K owned beneficially or of record 5% or more of any class of shares of any Putnam Closed-End Fund. See Appendix K for information about persons owning 5% or more of any class of shares of each Putnam Closed-End Fund.

Appendix A — Number of Shares Outstanding as of the Record Date

Appendix B — Current Management Contracts with Putnam Investment Management (“Putnam Management”) — Dates, Approvals and Fees

The following table contains certain information regarding the Current Management Contracts between Putnam Management and each Putnam Closed-End Fund. Putnam Managed Municipal Income Trust and Putnam Municipal Opportunities Trust pay a management fee to Putnam Management according to a rate that is based on the average net assets of yourthe fund, as of December 31, 2021

* Excludesincluding assets attributable to preferred shares. Putnam Master Intermediate Income Trust and Putnam Premier Income Trust pay a management fee to Putnam Management according to a rate that is based on the amount of aggregate liquidation preference of outstanding preferred sharesaverage net assets (including assets, but excluding liabilities, attributable to leverage for investment purposes) of the fund.

Shares

⁽¹⁾ If dividends payable on preferred shares during any dividend payment period plus any expenses attributable to preferred shares for that period exceed the fund’s gross income attributable to the proceeds of the preferred shares during that period, then the fee payable to Putnam Management for that period will be reduced by the amount of the excess (but not more than the effective management fee rate under the contract multiplied by the liquidation preference of the preferred shares outstanding during the period). Any amount in excess of your fundthe fee payable to Putnam Management for a given period will be used to reduce any subsequent fee payable to Putnam Management, as of February 15, 2022may be necessary.

Appendix C – New Management Contracts with Putnam Management

Appendix C-1 – Form of New Management Contract

For the following funds only:

Putnam Managed Municipal Income Trust

Putnam Municipal Opportunities Trust

FORM OF NEW MANAGEMENT CONTRACT

This Management Contract is dated as of [•] between [NAME OF FUND], a Massachusetts business trust (the “Fund”), and PUTNAM INVESTMENT MANAGEMENT, LLC, a Delaware limited liability company (the “Manager”).

In consideration of the mutual covenants herein contained, it is agreed as follows:

(a)               The Manager, at its expense, will furnish continuously an investment program for the Fund or, in the case of a Fund that has divided its shares into two or more series under Section 18(f)(2) of the Investment Company Act of 1940, as amended (the “1940 Act”), each series of the Fund identified from time to time on Schedule A to this Contract (each reference in this Contract to “a Fund” or to “the Fund” is also deemed to be a reference to any existing series of the Fund, as appropriate in the particular context), will determine what investments will be purchased, held, sold or exchanged by the Fund and what portion, if any, of the assets of the Fund will be held uninvested and will, on behalf of the Fund, make changes in such investments. Subject always to the control of the Trustees of the Fund and except for the functions carried out by the officers and personnel referred to in Section 1(d), the Manager will also manage, supervise and conduct the other affairs and business of the Fund and matters incidental thereto. In the performance of its duties, the Manager will comply with the provisions of the Agreement and Declaration of Trust and By-Laws of the Fund and the stated investment objectives, policies and restrictions of the Fund, will use its best efforts to safeguard and promote the welfare of the Fund and to comply with other policies which the Trustees may from time to time determine and will exercise the same care and diligence expected of the Trustees.

(b)               The Manager, at its expense, except as such expense is paid by the Fund as provided in Section 1(d), will furnish (1) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties faithfully; (2) suitable office space for the Fund; and (3) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the affairs of the Fund, including determination of the net asset value of the Fund, but excluding shareholder accounting services. Except as otherwise provided in Section 1(d), the Manager will pay the compensation, if any, of the officers of the Fund.

(c)               The Manager, at its expense, will place all orders for the purchase and sale of portfolio investments for the Fund’s account with brokers or dealers selected by the Manager. In the selection of such brokers or dealers and the placing of such orders, the Manager will use its best efforts to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Manager, bearing in mind the Fund’s best interests at all times, will consider all factors it deems relevant, including by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer involved and the quality of service rendered by the

broker or dealer in other transactions. Subject to such policies as the Trustees of the Fund may determine, the Manager will not be deemed to have acted unlawfully or to have breached any duty created by this Contract or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. The Manager agrees that in connection with purchases or sales of portfolio investments for the Fund’s account, neither the Manager nor any officer, director, employee or agent of the Manager shall act as a principal or receive any commission other than as provided in Section 3.

(d)               The Fund will pay or reimburse the Manager for the compensation in whole or in part of such officers of the Fund and persons assisting them as may be determined from time to time by the Trustees of the Fund. The Fund will also pay or reimburse the Manager for all or part of the cost of suitable office space, utilities, support services and equipment attributable to such officers and persons as may be determined in each case by the Trustees of the Fund. The Fund will pay the fees, if any, of the Trustees of the Fund.

(e)               The Manager will not be obligated to pay any expenses of or for the Fund not expressly assumed by the Manager pursuant to this Section 1 other than as provided in Section 3.

(f)                Subject to the prior approval of a majority of the Trustees, including a majority of the Trustees who are not “interested persons” and, to the extent required by the 1940 Act and the rules and regulations under the 1940 Act, subject to any applicable guidance or interpretation of the Securities and Exchange Commission or its staff, by the shareholders of the Fund, the Manager may, from time to time, delegate to a sub-adviser or sub-administrator any of the Manager’s duties under this Contract, including the management of all or a portion of the assets being managed. In all instances, however, the Manager must oversee the provision of delegated services, the Manager must bear the separate costs of employing any sub-adviser or sub-administrator, and no delegation will relieve the Manager of any of its obligations under this Contract.

It is understood that any of the shareholders, Trustees, officers and employees of the Fund may be a shareholder, director, officer or employee of, or be otherwise interested in, the Manager, and in any person controlled by or under common control with the Manager, and that the Manager and any person controlled by or under common control with the Manager may have an interest in the Fund. It is also understood that the Manager and any person controlled by or under common control with the Manager may have advisory, management, service or other contracts with other organizations and persons and may have other interests and business.

The Fund will pay to the Manager as compensation for the Manager’s services rendered, for the facilities furnished and for the expenses borne by the Manager pursuant to paragraphs (a), (b), and (c) of Section 1, a fee, based on the Fund’s Average Net Assets, computed and paid quarterly at the annual rates set forth on Schedule B attached to this Contract, as from time to time amended.

“Average Net Assets” means the average of all of the determinations of the Fund’s net asset value during each quarter at the close of business on the last business day of each week, for each week which ends during the quarter. The fee is payable for each quarter within 30 days after the close of the quarter.

In the event that the amount of dividends payable with respect to any outstanding shares of beneficial interest of the Fund with preference rights (“Preferred Shares”) during any period for which regular payments of dividends or other distributions on such Preferred Shares are payable (each, a “Dividend Period”) plus expenses attributable to such Preferred Shares for such Dividend Period exceeds the portion of the Fund’s net income and net short-term capital gains (but not long-term capital gains) accruing during such Dividend Period as a result of the fact that such Preferred Shares were outstanding during such Period, then the fee payable to the Manager pursuant to this Section 3 shall be reduced by the amount of such excess; provided, however, that the amount of such reduction for any such Period shall not exceed the amount determined by multiplying (i) the aggregate liquidation preference of the average number of Preferred Shares outstanding during the Period by (ii) the percentage of the aggregate net asset value of the Fund which the fee payable to the Manager during such Period pursuant to this Section 3 would constitute without giving effect to such reduction. The amount of such reduction attributable to any Dividend Period shall reduce the amount of the next quarterly payment of the fee payable pursuant to this Section 3 following the end of such Dividend Period, and of any subsequent quarterly or more frequent payments, as may be necessary. The expenses attributable to the Preferred Shares and the portion of the Fund’s net income and net short-term capital gains accruing during any Dividend Period as a result of the fact that Preferred Shares were outstanding during such Period shall be determined by the Trustees of the Fund.

The fees payable by the Fund to the Manager pursuant to this Section 3 will be reduced by any commissions, fees, brokerage or similar payments received by the Manager or any affiliated person of the Manager in connection with the purchase and sale of portfolio investments of the Fund, less any direct expenses approved by the Trustees incurred by the Manager or any affiliated person of the Manager in connection with obtaining such payments.

In the event that expenses of the Fund for any fiscal year exceed the expense limitation on investment company expenses imposed by any statute or regulatory authority of any jurisdiction in which shares of the Fund are qualified for offer or sale, the compensation due the Manager for such fiscal year will be reduced by the amount of excess by a reduction or refund thereof. In the event that the expenses of the Fund exceed any expense limitation which the Manager may, by written notice to the Fund, voluntarily declare to be effective subject to such terms and conditions as the Manager may prescribe in such notice, the compensation due the

Manager will be reduced, and if necessary, the Manager will assume expenses of the Fund, to the extent required by the terms and conditions of such expense limitation.

If the Manager serves for less than the whole of a quarter, the foregoing compensation will be prorated.

This Contract will automatically terminate, without the payment of any penalty, in the event of its assignment, provided that no delegation of responsibilities by the Manager pursuant to Section 1(f) will be deemed to constitute an assignment. No provision of this Contract may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. No amendment of this Contract is effective until approved in a manner consistent with the 1940 Act, the rules and regulations under the 1940 Act and any applicable guidance or interpretation of the Securities and Exchange Commission or its staff.

This Contract is effective upon its execution and will remain in full force and effect as to a Fund continuously thereafter (unless terminated automatically as set forth in Section 4 or terminated in accordance with the following paragraph) for an initial period of two years from the date of this Contract, and will continue in effect from year to year thereafter so long as its continuance is approved at least annually by (i) the Trustees, or the shareholders by the affirmative vote of a majority of the outstanding shares of the respective Fund, and (ii) a majority of the Trustees who are not interested persons of the Fund or of the Manager, by vote cast in person at a meeting called for the purpose of voting on such approval.

Either party hereto may at any time terminate this Contract as to a Fund by not less than 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the other party. Action with respect to a Fund may be taken either (i) by vote of a majority of the Trustees or (ii) by the affirmative vote of a majority of the outstanding shares of the respective Fund.

Termination of this Contract pursuant to this Section 5 will be without the payment of any penalty.

For the purposes of this Contract, the “affirmative vote of a majority of the outstanding shares” of a Fund means the affirmative vote, at a duly called and held meeting of shareholders of the respective Fund, (a) of the holders of 67% or more of the shares of the Fund present (in person or by proxy) and entitled to vote at the meeting, if the holders of more than 50% of the outstanding shares of the Fund entitled to vote at the meeting are present in person or by proxy or (b) of the holders of more than 50% of the outstanding shares of the Fund entitled to vote at the meeting, whichever is less.

For the purposes of this Contract, the terms “affiliated person,” “control,” “interested person” and “assignment” have their respective meanings defined in the 1940 Act, subject, however, to the rules and regulations under the 1940 Act and any applicable guidance or interpretation of the Securities and Exchange Commission or its staff; the term “approve at least annually” will be construed in a manner consistent with the 1940 Act and the rules and regulations under the 1940 Act and any applicable guidance or interpretation of the Securities and Exchange Commission or its staff; and the term “brokerage and research services” has the meaning given in the Securities Exchange Act of 1934 and the rules and regulations under the Securities Exchange Act of 1934 and under any applicable guidance or interpretation of the Securities and Exchange Commission or its staff.

In the absence of willful misfeasance, bad faith or gross negligence on the part of the Manager, or reckless disregard of its obligations and duties hereunder, the Manager shall not be subject to any liability to the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder.

A copy of the Agreement and Declaration of Trust of the Fund 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 the 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, officers or shareholders individually but are binding only upon the assets and property of the respective Fund.

IN WITNESS WHEREOF, [NAME OF FUND] and PUTNAM INVESTMENT MANAGEMENT, LLC have each caused this instrument to be signed on its behalf by its President or a Vice President thereunto duly authorized, all as of the day and year first above written.

Schedule A

[List of Funds]

Schedule B

[FEE SCHEDULE: See Appendix B to this proxy statement for each fund’s detailed fee information. The management fee for each fund under the proposed new management contract is identical to that for each fund under the fund’s previous management contract.]

Appendix C-2 – Form of New Management Contract

For the following funds only:

Putnam Master Intermediate Income Trust

Putnam Premier Income Trust

FORM OF NEW MANAGEMENT CONTRACT

This Management Contract is dated as of [•] between [NAME OF FUND], a Massachusetts business trust (the “Fund”), and PUTNAM INVESTMENT MANAGEMENT, LLC, a Delaware limited liability company (the “Manager”).

In consideration of the mutual covenants herein contained, it is agreed as follows:

(a)               The Manager, at its expense, will furnish continuously an investment program for the Fund or, in the case of a Fund that has divided its shares into two or more series under Section 18(f)(2) of the Investment Company Act of 1940, as amended (the “1940 Act”), each series of the Fund identified from time to time on Schedule A to this Contract (each reference in this Contract to “a Fund” or to “the Fund” is also deemed to be a reference to any existing series of the Fund, as appropriate in the particular context), will determine what investments will be purchased, held, sold or exchanged by the Fund and what portion, if any, of the assets of the Fund will be held uninvested and will, on behalf of the Fund, make changes in such investments. Subject always to the control of the Trustees of the Fund and except for the functions carried out by the officers and personnel referred to in Section 1(d), the Manager will also manage, supervise and conduct the other affairs and business of the Fund and matters incidental thereto. In the performance of its duties, the Manager will comply with the provisions of the Agreement and Declaration of Trust and By-Laws of the Fund and the stated investment objectives, policies and restrictions of the Fund, will use its best efforts to safeguard and promote the welfare of the Fund and to comply with other policies which the Trustees may from time to time determine and will exercise the same care and diligence expected of the Trustees.

(b)               The Manager, at its expense, except as such expense is paid by the Fund as provided in Section 1(d), will furnish (1) all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties faithfully; (2) suitable office space for the Fund; and (3) administrative facilities, including bookkeeping, clerical personnel and equipment necessary for the efficient conduct of the affairs of the Fund, including determination of the net asset value of the Fund, but excluding shareholder accounting services. Except as otherwise provided in Section 1(d), the Manager will pay the compensation, if any, of the officers of the Fund.

(c)               The Manager, at its expense, will place all orders for the purchase and sale of portfolio investments for the Fund’s account with brokers or dealers selected by the Manager. In the selection of such brokers or dealers and the placing of such orders, the Manager will use its best efforts to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Manager, bearing in mind the Fund’s best interests at all times, will consider all factors it deems relevant, including by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the

transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer involved and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Trustees of the Fund may determine, the Manager will not be deemed to have acted unlawfully or to have breached any duty created by this Contract or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion. The Manager agrees that in connection with purchases or sales of portfolio investments for the Fund’s account, neither the Manager nor any officer, director, employee or agent of the Manager shall act as a principal or receive any commission other than as provided in Section 3.

(d)               The Fund will pay or reimburse the Manager for the compensation in whole or in part of such officers of the Fund and persons assisting them as may be determined from time to time by the Trustees of the Fund. The Fund will also pay or reimburse the Manager for all or part of the cost of suitable office space, utilities, support services and equipment attributable to such officers and persons as may be determined in each case by the Trustees of the Fund. The Fund will pay the fees, if any, of the Trustees of the Fund.

(e)               The Manager will not be obligated to pay any expenses of or for the Fund not expressly assumed by the Manager pursuant to this Section 1 other than as provided in Section 3.

(f)                Subject to the prior approval of a majority of the Trustees, including a majority of the Trustees who are not “interested persons” and, to the extent required by the 1940 Act and the rules and regulations under the 1940 Act, subject to any applicable guidance or interpretation of the Securities and Exchange Commission or its staff, by the shareholders of the Fund, the Manager may, from time to time, delegate to a sub-adviser or sub-administrator any of the Manager’s duties under this Contract, including the management of all or a portion of the assets being managed. In all instances, however, the Manager must oversee the provision of delegated services, the Manager must bear the separate costs of employing any sub-adviser or sub-administrator, and no delegation will relieve the Manager of any of its obligations under this Contract.

It is understood that any of the shareholders, Trustees, officers and employees of the Fund may be a shareholder, director, officer or employee of, or be otherwise interested in, the Manager, and in any person controlled by or under common control with the Manager, and that the Manager and any person controlled by or under common

control with the Manager may have an interest in the Fund. It is also understood that the Manager and any person controlled by or under common control with the Manager may have advisory, management, service or other contracts with other organizations and persons and may have other interests and business.

The Fund will pay to the Manager as compensation for the Manager’s services rendered, for the facilities furnished and for the expenses borne by the Manager pursuant to paragraphs (a), (b), and (c) of Section 1, a fee, based on the Fund’s Average Net Assets, computed and paid quarterly at the annual rates set forth on Schedule B attached to this Contract, as from time to time amended.

“Average Net Assets” means the average of the weekly determinations of the difference between the total assets of the Fund (including any assets attributable to leverage for investment purposes) and the total liabilities of the Fund (excluding liabilities incurred in connection with leverage for investment purposes), determined at the close of the last business day of each week, for each week which ends during the quarter. The fee is payable for each quarter within 30 days after the close of the quarter. As used in this Section 3, “leverage for investment purposes” means any incurrence of indebtedness the proceeds of which are to be invested in accordance with the Fund’s investment objective. For purposes of calculating Average Net Assets, liabilities associated with any instruments or transactions used to leverage the Fund’s portfolio for investment purposes (whether or not such instruments or transactions are “covered” within the meaning of the 1940 Act and the rules and regulations thereunder, giving effect to any interpretations of the Securities and Exchange Commission and its staff) are not considered liabilities. For purposes of calculating Average Net Assets, the total assets of the Fund will be deemed to include (a) any proceeds from the sale or transfer of an asset (the “Underlying Asset”) of the Fund to a counterparty in a reverse repurchase or dollar roll transaction and (b) the value of such Underlying Asset as of the relevant measuring date.

In the event that, during any period for which payments of interest or fees (whether designated as such or implied) are payable in connection with any indebtedness or other obligation of the Fund incurred for investment purposes (a “Measurement Period”), the amount of interest payments and fees with respect to such indebtedness or other obligation, plus additional expenses attributable to any such leverage for investment purposes for such Measurement Period, exceeds the portion of the Fund’s net income and net short-term capital gains (but not long-term capital gains) accruing during such Measurement Period as a result of the fact that such indebtedness or other obligation was outstanding during the Measurement Period, then the fee payable to the Manager pursuant to this Section 3 shall be reduced by the amount of such excess; provided, however, that the amount of such reduction for any such Period shall not exceed the amount determined by multiplying (i) the aggregate value of all assets representing leverage for investment purposes by (ii) the percentage of the Average Net Assets of the Fund which the fee payable to the Manager during such Measurement Period pursuant to this Section 3 would constitute without giving effect to such reduction. The amount of

such reduction attributable to any Measurement Period shall reduce the amount of the next quarterly payment of the fee payable pursuant to this Section 3 following the end of such Measurement Period, and of any subsequent quarterly or more frequent payments, as may be necessary. The expenses attributable to leverage for investment purposes and the portion of the Fund’s net income and net short-term capital gains accruing during any Measurement Period as a result of the fact that leverage for investment purposes was outstanding during such Measurement Period shall be determined by the Trustees of the Fund.

The fees payable by the Fund to the Manager pursuant to this Section 3 will be reduced by any commissions, fees, brokerage or similar payments received by the Manager or any affiliated person of the Manager in connection with the purchase and sale of portfolio investments of the Fund, less any direct expenses approved by the Trustees incurred by the Manager or any affiliated person of the Manager in connection with obtaining such payments.

In the event that expenses of the Fund for any fiscal year exceed the expense limitation on investment company expenses imposed by any statute or regulatory authority of any jurisdiction in which shares of the Fund are qualified for offer or sale, the compensation due the Manager for such fiscal year will be reduced by the amount of excess by a reduction or refund thereof. In the event that the expenses of the Fund exceed any expense limitation which the Manager may, by written notice to the Fund, voluntarily declare to be effective subject to such terms and conditions as the Manager may prescribe in such notice, the compensation due the Manager will be reduced, and if necessary, the Manager will assume expenses of the Fund, to the extent required by the terms and conditions of such expense limitation.

If the Manager serves for less than the whole of a quarter, the foregoing compensation will be prorated.

This Contract will automatically terminate, without the payment of any penalty, in the event of its assignment, provided that no delegation of responsibilities by the Manager pursuant to Section 1(f) will be deemed to constitute an assignment. No provision of this Contract may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. No amendment of this Contract is effective until approved in a manner consistent with the 1940 Act, the rules and regulations under the 1940 Act and any applicable guidance or interpretation of the Securities and Exchange Commission or its staff.

This Contract is effective upon its execution and will remain in full force and effect as to a Fund continuously thereafter (unless terminated automatically as set forth in Section 4 or terminated in accordance with the following paragraph) for an initial period of two years from the date of this Contract, and will continue in effect from year to year thereafter so long as its continuance is approved at least annually by (i) the Trustees, or the shareholders by the affirmative vote of a majority of the outstanding shares of the respective Fund, and (ii) a majority of the Trustees who are not interested persons of the Fund or of the Manager, by vote cast in person at a meeting called for the purpose of voting on such approval.

Either party hereto may at any time terminate this Contract as to a Fund by not less than 60 days’ written notice delivered or mailed by registered mail, postage prepaid, to the other party. Action with respect to a Fund may be taken either (i) by vote of a majority of the Trustees or (ii) by the affirmative vote of a majority of the outstanding shares of the respective Fund.

Termination of this Contract pursuant to this Section 5 will be without the payment of any penalty.

For the purposes of this Contract, the “affirmative vote of a majority of the outstanding shares” of a Fund means the affirmative vote, at a duly called and held meeting of shareholders of the respective Fund, (a) of the holders of 67% or more of the shares of the Fund present (in person or by proxy) and entitled to vote at the meeting, if the holders of more than 50% of the outstanding shares of the Fund entitled to vote at the meeting are present in person or by proxy or (b) of the holders of more than 50% of the outstanding shares of the Fund entitled to vote at the meeting, whichever is less.

For the purposes of this Contract, the terms “affiliated person,” “control,” “interested person” and “assignment” have their respective meanings defined in the 1940 Act, subject, however, to the rules and regulations under the 1940 Act and any applicable guidance or interpretation of the Securities and Exchange Commission or its staff; the term “approve at least annually” will be construed in a manner consistent with the 1940 Act and the rules and regulations under the 1940 Act and any applicable guidance or interpretation of the Securities and Exchange Commission or its staff; and the term “brokerage and research services” has the meaning given in the Securities Exchange Act of 1934 and the rules and regulations under the Securities Exchange Act of 1934 and under any applicable guidance or interpretation of the Securities and Exchange Commission or its staff.

In the absence of willful misfeasance, bad faith or gross negligence on the part of the Manager, or reckless disregard of its obligations and duties hereunder, the Manager shall not be subject to any liability to the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder.

A copy of the Agreement and Declaration of Trust of the Fund 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 the 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, officers or shareholders individually but are binding only upon the assets and property of the respective Fund.

IN WITNESS WHEREOF, [NAME OF FUND] and PUTNAM INVESTMENT MANAGEMENT, LLC have each caused this instrument to be signed on its behalf by its President or a Vice President thereunto duly authorized, all as of the day and year first above written.

Schedule A

[List of Funds]

Schedule B

[FEE SCHEDULE: See Appendix B to this proxy statement for each fund’s detailed fee information. The management fee for each fund under the proposed new management contract is identical to that for each fund under the fund’s previous management contract.

Appendix D — Current Sub-Advisory Contract with Putnam Investments Limited (“PIL”) — Dates, Approvals and Fees

*“Average Weekly Assets” means the average of the weekly determinations of the difference between the total assets of the fund (including any assets attributable to leverage for investment purposes) attributable to the portion of the fund managed by PIL and the total liabilities of the fund (excluding liabilities incurred in connection with leverage for investment purposes) attributable to such portion of the fund managed by PIL.

**Consistent with law and interpretations of the Securities and Exchange Commission staff, it was not necessary for shareholders to approve the sub-advisory contract with PIL at the time it was entered into.

Appendix E — Description of Contract Approval Process

The discussion below summarizes the principal factors considered by the Trustees in approving the continuance of the current management contracts (the “Current Management Contracts”) in June 2023.

General conclusions

The Board of Trustees of The Putnam Funds (the “funds”) oversees the management of each fund and, as required by law, determines annually whether to approve the continuance of your fund’s management contract with Putnam Investment Management, LLC (“Putnam Management”) and the sub-management contract with respect to your fund between Putnam Management and its affiliate, Putnam Investments Limited (“PIL”). The Board, with the assistance of its Contract Committee, requests and evaluates all information it deems reasonably necessary under the circumstances in connection with its annual contract review. The Contract Committee consists solely of Trustees who are not “interested persons” (as this term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) of the funds (“Independent Trustees”).

At the outset of the review process, members of the Board’s independent staff and independent legal counsel, as defined in Rule 0-1(a)(6) under the 1940 Act (the Board’s “independent legal counsel”), considered any possible changes to the annual contract review materials furnished to the Contract Committee during the course of the previous year’s review and, as applicable, identified those changes to Putnam Management. Following these discussions and in consultation with the Contract Committee, the Independent Trustees’ independent legal counsel requested that Putnam Management and its affiliates furnish specified information, together with any additional information that Putnam Management considered relevant, to the Contract Committee. Over the course of several months ending in June 2023, the Contract Committee met on a number of occasions with representatives of Putnam Management, and separately in executive session, to consider the information that Putnam Management provided. Throughout this process, the Contract Committee was assisted by the members of the Board’s independent staff and by independent legal counsel for the funds and the Independent Trustees.

At the Trustees’ June 2023 meeting, the Contract Committee met in executive session to discuss and consider its recommendations with respect to the continuance of the contracts. At that meeting, the Contract Committee also met in executive session with the other Independent Trustees to review a summary of the key financial, performance and other data that the Contract Committee considered in the course of its review. The Contract Committee recommended, and the Independent Trustees approved, the continuance of your fund’s management and sub-management contracts effective July 1, 2023. (Because PIL is an affiliate of Putnam Management and Putnam Management remains fully responsible for all services provided by PIL, the Trustees have not attempted to evaluate PIL as a separate entity, and all subsequent references to Putnam Management below should be deemed to include reference to PIL as necessary or appropriate in the context.)

The Independent Trustees’ approvals were based on the following conclusions:

These conclusions were based on a comprehensive consideration of all information provided to the Trustees and were not the result of any single factor. Some of the factors that figured particularly in the Trustees’ deliberations and how the Trustees considered these factors are described below, although individual Trustees may have evaluated the information presented differently, giving different weights to various factors. It is also important to recognize that the management arrangements for the Putnam mutual funds and closed-end funds are the result of many years of review and discussion between the Independent Trustees and Putnam Management, that some aspects of the arrangements may receive greater scrutiny in some years than others and that the Trustees’ conclusions may be based, in part, on their consideration of fee arrangements in previous years. For example, with certain exceptions primarily involving newer funds or repositioned funds, the current fee arrangements under the vast majority of the funds’ management contracts were first implemented at the beginning of 2010 following extensive review by the Contract Committee and discussions with representatives of Putnam Management, as well as approval by shareholders. The Board of Trustees also took into account their concurrent deliberations and conclusions, and the materials that they had reviewed, in connection with their approval on June 23, 2023 of interim and new management and sub-management contracts for the funds, which had been proposed in light of the transaction announced on May 31, 2023 and described elsewhere in this Proxy Statement, which will cause the funds’ current management and sub-management contracts to terminate in accordance with applicable law or the terms of each contract.

Management fee schedules and total expenses

The Trustees reviewed the management fee schedules in effect for all funds, including fee levels and breakpoints. Under their management contracts, the closed-end funds each have the benefit of breakpoints in their management fee schedules that provide shareholders with economies of scale in the form of reduced fee levels as the fund’s assets increase. The Trustees noted, however, that since closed-end funds typically do not change materially in size through the sale or redemption of shares, these are not likely to have a meaningful impact. The Trustees also reviewed the total expenses of each Putnam fund, recognizing that in most cases management fees represented the major, but not the sole, determinant of total costs to fund shareholders.

In reviewing fees and expenses, the Trustees generally focus their attention on material changes in circumstances – for example, changes in assets under management, changes in a fund’s investment strategy, changes in Putnam Management’s operating costs or profitability, or changes in competitive practices in the fund industry – that suggest that consideration of fee changes might

be warranted. The Trustees concluded that the circumstances did not indicate that changes to the management fee schedule for any fund would be appropriate at this time.

The Trustees reviewed comparative fee and expense information for competitive funds, which indicated that, in a custom group of competitive funds selected by Broadridge Financial Solutions, Inc. (“Broadridge”), each Putnam fund ranked in particular percentiles in management fees and total expenses as of December 31, 2022. The fee and expense data reported by Broadridge as of December 31, 2022 reflected the most recent fiscal year-end data available in Broadridge’s database at that time.

In connection with their review of fund management fees and total expenses, the Trustees also reviewed the costs of the services provided and the profits realized by Putnam Management and its affiliates from their contractual relationships with the funds. This information included trends in revenues, expenses and profitability of Putnam Management and its affiliates relating to the investment management and investor services provided to the funds. In this regard, the Trustees also reviewed an analysis of the revenues, expenses and profitability of Putnam Management and its affiliates, allocated on a fund-by-fund basis, with respect to the funds’ management and investor servicing contracts. For each fund, the analysis presented information about revenues, expenses and profitability in 2022 for each of the agreements separately and for the agreements taken together on a combined basis. The Trustees concluded that, at current asset levels, the fee schedules in place for each of the funds, including the fee schedule for your fund, represented reasonable compensation for the services being provided and represented an appropriate sharing between fund shareholders and Putnam Management of any economies of scale as may exist in the management of the funds at that time.

The information examined by the Trustees in connection with their annual contract review for the funds included information regarding services provided and fees charged by Putnam Management and its affiliates to other clients, including collective investment trusts offered in the defined contribution and defined benefit retirement plan markets, sub-advised mutual funds, private funds sponsored by affiliates of Putnam Management, model-only separately managed accounts and Putnam Management’s manager-traded separately managed account programs. This information included, in cases where a product’s investment strategy corresponds with a fund’s strategy, comparisons of those fees with fees charged to the funds, as well as an assessment of the differences in the services provided to these clients as compared to the services provided to the funds. The Trustees observed that the differences in fee rates between these clients and the funds are by no means uniform when examined by individual asset sectors, suggesting that differences in the pricing of investment management services to these types of clients may reflect, among other things, historical competitive forces operating in separate marketplaces. The Trustees considered the fact that in many cases fee rates across different asset classes are higher on average for 1940 Act-registered funds than for other clients, and the Trustees also considered the differences between the services that Putnam Management provides to the funds and those that it provides to its other clients. The Trustees did not rely on these comparisons to any significant extent in concluding that the management fees paid by your fund are reasonable.

Investment performance

The quality of the investment process provided by Putnam Management represented a major factor in the Trustees’ evaluation of the quality of services provided by Putnam Management under your fund’s management contract. The Trustees were assisted in their review of Putnam Management’s investment process and performance by the work of the investment oversight committees of the Trustees and the full Board of Trustees, which meet on a regular basis with individual portfolio managers and with senior management of Putnam Management’s Investment Division throughout the year. The Trustees concluded that Putnam Management generally provides a high-quality investment process — based on the experience and skills of the individuals assigned to the management of fund portfolios, the resources made available to them and in general Putnam Management’s ability to attract and retain high-quality personnel — but also recognized that this does not guarantee favorable investment results for every fund in every time period.

The Trustees considered that, in the aggregate, peer-relative and benchmark-relative Putnam fund performance was generally encouraging in 2022 against a backdrop of volatile equity and fixed income markets, driven by factors such as Russia’s invasion of Ukraine, increased tensions with China, disruptions in energy markets and broader supply chains, rising inflation and the significant tightening of monetary policy by the Board of Governors of the Federal Reserve in an effort to combat inflation. The Trustees further noted that, in the face of these numerous economic headwinds, corporate earnings and employment data had been generally robust throughout 2022. For the one-year period ended December 31, 2022, the Trustees noted that the Putnam funds, on an asset-weighted basis, ranked in the 41^st percentile of their peers as determined by Lipper Inc. (“Lipper”) and, on an asset-weighted-basis, outperformed their benchmarks by 1.3% gross of fees over the one-year period. The Committee also noted that the funds’ aggregate performance over longer-term periods continued to be strong, with the funds, on an asset-weighted basis, ranking in the 34^th, 27^th and 22^nd percentiles of their Lipper peers over the three-year, five-year and ten-year periods ended December 31, 2022, respectively. The Trustees further noted that the funds, in the aggregate, outperformed their benchmarks on a gross basis for each of the three-year, five-year and ten-year periods. The Trustees also considered the Morningstar Inc. ratings assigned to the funds and that 40 funds were rated four or five stars at the end of 2022, which represented an increase of 15 funds year-over-year. The Trustees also considered that seven funds were five-star rated at the end of 2022, which was a year-over-year decrease of two funds, and that 83% of the funds’ aggregate assets were in four- or five-star rated funds at year end.

In addition to the performance of the individual Putnam funds, the Trustees considered, as they had in prior years, the performance of The Putnam Fund complex versus competitor fund complexes, as reported in the Barron’s/Lipper Fund Families survey (the “Survey”). The Trustees noted that the Survey ranks mutual fund companies based on their performance across a variety of asset types, and that The Putnam Fund complex had performed exceptionally well in 2022. In this regard, the Trustees considered that the funds had ranked 9^th out of 49 fund companies, 3^rd out of 49 fund companies and 2^nd out of 47 fund companies for the one-year, five-year and ten-year periods, respectively. The Trustees also noted that The Putnam Fund complex had been the only fund family to rank in the top ten in all three time periods. They also noted, however, the disappointing investment performance of some Putnam funds for periods ended December 31, 2022 and considered information provided by Putnam Management regarding the factors

contributing to the underperformance and, where relevant, actions being taken to improve the performance of these particular funds. The Trustees indicated their intention to continue to monitor the performance of those funds.

For purposes of the Trustees’ evaluation of the Putnam funds’ investment performance, the Trustees generally focus on a competitive industry ranking of each fund’s total net return over a one-year, three-year and five-year period. For a number of Putnam funds with relatively unique investment mandates for which Putnam Management informed the Trustees that meaningful competitive performance rankings are not considered to be available, the Trustees evaluated performance based on their total gross and net returns and comparisons of those returns to the returns of selected investment benchmarks.

The Trustees also considered Putnam Management’s continued efforts to support fund performance through certain initiatives, including structuring compensation for portfolio managers to enhance accountability for fund performance, emphasizing accountability in the portfolio management process and affirming its commitment to a fundamental-driven approach to investing.

Brokerage and soft-dollar allocations; distribution and investor servicing

The Trustees considered various potential benefits that Putnam Management may receive in connection with the services it provides under the management contract with your fund. These include benefits related to brokerage allocation and the use of soft dollars, whereby a portion of the commissions paid by a fund for brokerage may be used to acquire research services that are expected to be useful to Putnam Management in managing the assets of the fund and of other clients. Subject to policies established by the Trustees, soft dollars generated by these means are used predominantly to acquire brokerage and research services (including third-party research and market data) that enhance the investment capabilities and supplement the internal research efforts of Putnam Management. The Trustees indicated their continued intent to monitor regulatory and industry developments in this area with the assistance of their Brokerage Committee. In addition, with the assistance of their Brokerage Committee, the Trustees indicated their continued intent to monitor the allocation of the funds’ brokerage in order to ensure that the principle of seeking best price and execution remains paramount in the portfolio trading process.

Putnam Management may also receive benefits from payments made to Putnam Management’s affiliate by the closed-end funds for investor services. In conjunction with the review of the funds’ management and sub-management contracts, the Trustees reviewed the closed-end funds’ investor servicing agreement with Putnam Investor Services, Inc. (“PSERV”), which is an affiliate of Putnam Management. The Trustees concluded that the fees payable by the closed-end funds to PSERV for such services were fair and reasonable in relation to the nature and quality of such services, the fees paid by competitive funds and the costs incurred by PSERV in providing such services. Furthermore, the Trustees were of the view that the investor services provided by PSERV were required for the operation of the closed-end funds, and that they were of a quality at least equal to those provided by other providers.

Appendix F – New Sub-Advisory Contract

Appendix F-1 – Form of New Sub-Advisory Contract with PIL

Form of SUB-MANAGEMENT CONTRACT

This Sub-Management Contract is dated as of [·] 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”).

WHEREAS, the Manager is the investment manager of each of the investment companies registered under the United States Investment Company Act of 1940, as amended, that are identified on Schedule A hereto, as it may from time to time be amended by the Manager (the “Funds”), and a registered investment adviser under the United States Investment Advisers Act of 1940, as amended;

WHEREAS, the Sub-Manager is licensed as an investment manager by the Financial Conduct Authority of the United Kingdom (the “FCA”); and

WHEREAS, the Manager desires to engage the Sub-Manager from time to time to manage all or a portion of certain of the Funds:

NOW THEREFORE, in consideration of the mutual covenants herein contained, it is agreed as follows:

(a)               The Sub-Manager, at its expense, will furnish continuously an investment program for all or a portion of any Fund the management of which is allocated from time to time by the Manager to the Sub-Manager (an “Allocated Sleeve”). The Manager shall, in its sole discretion, determine which Funds will have an Allocated Sleeve and the amount of assets allocated from time to time to each such Allocated Sleeve; provided that, with respect to any Fund, the Trustees of such Fund must have approved the use of the Sub-Manager prior to the creation of an Allocated Sleeve for such Fund. The Sub-Manager will determine what investments shall be purchased, held, sold or exchanged by any Allocated Sleeve and what portion, if any, of the assets of the Allocated Sleeve shall be held uninvested and shall, on behalf of the Fund, make changes in the Fund’s investments held in such Allocated Sleeve.

(b)               The Manager may also, at its discretion, request the Sub-Manager to provide assistance with purchasing and selling securities for any Fund, including the placement of orders with broker-dealers selected in accordance with Section 1(d), even if the Manager has not established an Allocated Sleeve for such Fund.

(c)               The Sub-Manager at its expense will furnish all necessary investment and management facilities, including salaries of personnel, required for it to execute its duties faithfully.

(d)               If requested by the Manager, the Sub-Manager shall place all orders for the purchase and sale of portfolio investments for any Allocated Sleeve with brokers or dealers selected by the Sub-Manager. In the selection of such brokers or dealers and the placing of such orders, the Sub-Manager shall use its best efforts to obtain for the related Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions

for brokerage and research services as described below. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Sub-Manager, bearing in mind the Fund’s best interests at all times, shall consider all factors it deems relevant, including by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer involved and the quality of service rendered by the broker or dealer in other transactions. To the extent permitted by applicable law and subject to such policies as the Trustees of the Funds may determine, the Sub-Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Contract or otherwise solely by reason of its having caused a Fund to pay a broker or dealer that provides brokerage and research services to the Manager or the Sub-Manager an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Sub-Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or its overall responsibilities with respect to the Fund and to other clients of the Manager or the Sub-Manager as to which the Manager or the Sub-Manager exercises investment discretion. The Sub-Manager agrees that in connection with purchases or sales of portfolio investments for any Fund, neither the Sub-Manager nor any officer, director, employee or agent of the Sub-Manager shall act as a principal or receive any commission other than as provided in Section 3.

(e)               The Sub-Manager shall not be obligated to pay any expenses of or for the Manager or any Fund not expressly assumed by the Sub-Manager pursuant to this Section 1.

(f)                In the performance of its duties, the Sub-Manager will comply with the provisions of the Agreement and Declaration of Trust and By-Laws of each applicable Fund and such Fund’s stated investment objectives, policies and restrictions, and will use its best efforts to safeguard and promote the welfare of such Fund and to comply with other policies which the Manager or the Trustees may from time to time determine and shall exercise the same care and diligence expected of the Manager.

It is understood that any of the shareholders, Trustees, officers and employees of a Fund may be a shareholder, director, officer or employee of, or be otherwise interested in, the Sub-Manager, and in any person controlled by or under common control with the Sub-Manager, and that the Sub-Manager and any person controlled by or under common control with the Sub-Manager may have an interest in such Fund. It is also understood that the Sub-Manager and any person controlled by or under common control with the Sub-Manager have and may have advisory, management, service or other contracts with other organizations and persons, and may have other interests and business.

Except as provided below, the Manager will pay to the Sub-Manager as compensation for the Sub-Manager’s services rendered, a fee, computed and paid quarterly at the annual rate of 0.25% per annum of average aggregate net asset value of the assets in equity and asset allocation

Allocated Sleeves and 0.20% per annum of average aggregate net asset value of the assets in fixed income Allocated Sleeves of Funds identified on Schedule A.

Such average net asset value shall be determined by taking an average of all of the determinations of such net asset value during a quarter at the close of business on each business day during such quarter while this Contract is in effect. Such fee shall be payable for each quarter within 30 days after the close of such quarter. The Sub-Manager shall look only to the Manager for payment of its fees. No Fund shall have any responsibility for paying any fees due the Sub-Manager.

With respect to each of Putnam Master Intermediate Income Trust and Putnam Premier Income Trust, the Manager will pay to the Sub-Manager as compensation for the Sub-Manager’s services rendered, a fee, computed and paid quarterly at the annual rate of 0.20% of Average Weekly Assets in Allocated Sleeves. “Average Weekly Assets” means the average of the weekly determinations of the difference between the total assets of the Fund (including any assets attributable to leverage for investment purposes) attributable to an Allocated Sleeve and the total liabilities of the Fund (excluding liabilities incurred in connection with leverage for investment purposes) attributable to such Allocated Sleeve, determined at the close of the last business day of each week, for each week which ends during the quarter. Such fee shall be payable for each quarter within 30 days after the close of such quarter. As used in this Section 3, “leverage for investment purposes” means any incurrence of indebtedness the proceeds of which are to be invested in accordance with the Fund’s investment objective. For purposes of calculating Average Weekly Assets, liabilities associated with any instruments or transactions used to leverage the Fund’s portfolio for investment purposes (whether or not such instruments or transactions are “covered” within the meaning of the Investment Company Act of 1940 and the rules and regulations thereunder, giving effect to any interpretations of the Securities and Exchange Commission and its staff) are not considered liabilities. For purposes of calculating Average Weekly Assets, the total assets of the Fund will be deemed to include (a) any proceeds from the sale or transfer of an asset (the “Underlying Asset”) of the Fund to a counterparty in a reverse repurchase or dollar roll transaction and (b) the value of such Underlying Asset as of the relevant measuring date.

In the event that the Manager’s management fee from either of Putnam Master Intermediate Income Trust or Putnam Premier Income Trust is reduced pursuant to the investment management contract between such Fund and the Manager because during any Measurement Period (as defined below) the amount of interest payments and fees with respect to indebtedness or other obligation of the Fund incurred for investment leverage purposes, plus additional expenses attributable to any such leverage for investment purposes, exceeds the portion of the Fund’s net income and net short-term capital gains (but not long-term capital gains) accruing during such Measurement Period as a result of the fact that such indebtedness or other obligation was outstanding during the Measurement Period, the fee payable to the Sub-Manager with respect to such Fund shall be reduced in the same proportion as the fee paid to the Manager with respect to such Fund is so reduced. “Measurement Period” shall be any period for which payments of interest or fees (whether designated as such or implied) are payable in connection with any indebtedness or other obligation of the Fund incurred for investment purposes.

If the Sub-Manager shall serve for less than the whole of a quarter, the foregoing compensation shall be prorated.

This Contract shall automatically terminate without the payment of any penalty, in the event of its assignment; and this Contract shall not be amended with respect to any Allocated Sleeve unless such amendment be approved at a meeting by the vote, cast in person at a meeting called for the purpose of voting on such approval, of a majority of the Trustees of the related Fund who are not interested persons of such Fund or of the Manager.

This Contract shall become effective upon its execution, and shall remain in full force and effect continuously thereafter (unless terminated automatically as set forth in Section 4) for an initial period of two years from the date of this Contract, and will continue in effect from year to year thereafter until terminated as follows:

(a)               Either party hereto or, with respect to any Allocated Sleeve, the related Fund may at any time terminate this Contract by not more than sixty days’ nor less than thirty days’ written notice delivered or mailed by registered mail, postage prepaid, to the other party, or

(b)               With respect to any Allocated Sleeve, if (i) the Trustees of the related Fund or the shareholders by the affirmative vote of a majority of the outstanding shares of such Fund, and (ii) a majority of the Trustees of such Fund who are not interested persons of such Fund or of the Manager, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve at least annually the continuance of this Contract, then this Contract shall automatically terminate at the close of business on the anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later, or

(c)               With respect to any Allocated Sleeve, automatically upon termination of the Manager’s investment management contract with the related Fund.

Action by a Fund under (a) above may be taken either (i) by vote of a majority of its Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of such Fund.

Termination of this Contract pursuant to this Section 5 will be without the payment of any penalty.

For the purposes of this Contract, the “affirmative vote of a majority of the outstanding shares of a Fund” means the affirmative vote, at a duly called and held meeting of shareholders of such Fund, (a) of the holders of 67% or more of the shares of such Fund present (in person or by proxy) and entitled to vote at such meeting, if the holders of more than 50% of the outstanding shares of such Fund entitled to vote at such meeting are present in person or by proxy, or (b) of the holders of more than 50% of the outstanding shares of such Fund entitled to vote at such meeting, whichever is less.

For the purposes of this Contract, the terms “affiliated person,” “control,” “interested person” and “assignment” shall have their respective meanings defined in the United States Investment Company Act of 1940 and the Rules and Regulations thereunder (the “1940 Act”), subject, however, to such exemptions as may be granted by the Securities and Exchange Commission under said Act; the term “specifically approve at least annually” shall be construed in a manner consistent with the 1940 Act, and the Rules and Regulations thereunder; and the term “brokerage and research services” shall have the meaning given in the United States Securities Exchange Act of 1934 and the Rules and Regulations thereunder.

In the absence of willful misfeasance, bad faith or gross negligence on the part of the Sub-Manager, or reckless disregard of its obligations and duties hereunder, the Sub-Manager shall not be subject to any liability to the Manager, any Fund or to any shareholder of any Fund, for any act or omission in the course of, or connected with, rendering services hereunder.

(a)               The Sub-Manager represents that it is regulated by the FCA in the conduct of its investment business. The Sub-Manager has in operation a written procedure in accordance with FCA rules for the effective consideration and proper handling of complaints from customers. Any complaint by the Manager or any Fund should be sent to the Compliance Officer of the Sub-Manager. The Manager and any Fund is also entitled to make any complaints about the Sub-Manager to the Financial Ombudsman Service established by the FCA. The Manager and any Fund may also request a statement describing its rights to compensation in the event of the Sub-Manager’s inability to meet its liabilities.

(b)               The Manager represents that it and each Fund are “Professional Customers” in the meaning of the FCA’s rules.

(c)               Although each Fund is not a party hereto and shall have no responsibility for the Manager’s or the Sub-Manager’s obligations hereunder, each Fund is named as explicit third party beneficiary of the parties’ agreements hereunder.

IN WITNESS WHEREOF, PUTNAM INVESTMENTS LIMITED and PUTNAM INVESTMENT MANAGEMENT, LLC have each caused this instrument to be signed in duplicate on its behalf by an officer duly authorized, all as of the day and year first above written.

Schedule A

[List of Funds]

Appendix G — Fees Paid to Adviser and its Affiliates

The following table indicates amounts paid by each Putnam Closed-End Fund to Putnam Management or an affiliate of Putnam Management during the fund’s last fiscal year. No fund paid commissions to an affiliated broker for the fund’s most recently completed fiscal year.

Appendix H — Other Funds Advised by Adviser and Subadviser

The following table contains certain information regarding funds for which Putnam Management and/or PIL provides investment advisory services, including funds in the Putnam family of funds and funds that are not in the Putnam family of funds, and that may have similar investment objective and policies to your fund.

Funds not in the Putnam Family of Funds

Funds in the Putnam Family of Funds