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a_vtsustfundscorresp.htm

Putnam Investments

100 Federal Street

Boston, MA 02110

August 23, 2021

    Securities and Exchange Commission

    100 F Street, NE

    Washington, DC 20549

    Attn: DeCarlo McLaren

 Re: Comments on Post-Effective Amendment No. 76 under the Securities Act of 1933, as amended (the “Securities
Act”), and Amendment No. 77 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), to
the Registration Statement on Form N-1A (File Nos. 033-17486 and 811-05346) (the “Registration Statement”) of Putnam Variable
Trust (the “Registrant”), with respect to its series, Putnam VT Sustainable Leaders Fund and Putnam VT Sustainable Future
Fund (each a “Fund” and collectively, the “Funds”), filed with the Securities and Exchange Commission (the “Commission”)
on June 29, 2021 (the “485(a) Amendment”)

Dear Mr. McLaren:

This letter responds to
the comments that you provided telephonically to Venice Monagan of Putnam Investment Management, LLC (“Putnam Management”),
investment adviser to the Funds, and James Forbes and Vania Cornelio of Ropes & Gray LLP, counsel to the Funds, on behalf of the Staff
of the Commission (the “Commission Staff”) on August 11, 2021 regarding the 485(a) Amendment. For convenience, I have summarized
the Commission Staff’s comments before the Funds’ responses. These responses will be reflected in Post-Effective Amendment
No. 77 under the Securities Act and Amendment No. 78 under the Investment Company Act to the Registration Statement, to be filed with
the Commission on or around August 30, 2021 (the “485(b) Amendment”). References to specific text in the Commission Staff’s
comments and the Funds’ responses are to the corresponding text of the 485(a) Amendment, as indicated.

General Comment

 1. Comment: Please respond to all comments via correspondence on EDGAR no later than five business
days before the 485(b) Amendment is scheduled to become automatically effective. Please finalize the Registration Statement filed as the
485(b) Amendment with all brackets removed and all material information provided. If a comment results in a change to the disclosure language,
please include the revised disclosure in the letter. The Commission Staff notes that the Registrant is responsible for the adequacy and
accuracy of the Registration Statement.

Response: The Registrant confirms
that it is responding to all comments via this correspondence on EDGAR. The Registrant also confirms that it will revise the Registration
Statement filed as the 485(b) Amendment to remove all brackets and to provide all material

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information. The Registrant further confirms
that if a comment results in a change to the disclosure language it will include the revised disclosure in this letter. The Registrant
acknowledges that the Registrant is responsible for the adequacy and accuracy of the Registration Statement.

 Prospectus

Fund summary – Investments, risks,
and performance – Investments

 2. Comment: Please explain how each Fund’s portfolio is expected to change as a result of the
changes to the description of the Funds’ principal investment strategies reflected in the 485(a) Amendment.

Response: The Registrant does
not expect the changes to the description of the Funds’ principal investment strategies reflected in the 485(a) Amendment to result
in any material changes to the Funds’ portfolios.

 3. Comment: For Putnam VT Sustainable Leaders Fund, the first sentence of the first paragraph under
the heading “Investments” states that the Fund invests “mainly in common stocks of U.S. companies of any size, with
a focus on companies that we believe exhibit a commitment to financially material sustainable business practices.” Please add disclosure
clarifying the meaning of the phrase “financially material sustainable business practices” in light of the plain English requirements
of Rule 421 under the Securities Act, including disclosure of any quantifiable measurement associated with this standard.

Response: The Registrant notes
that Putnam Management’s approach to evaluating a company’s commitment to “financially material sustainable business
practices” is described in detail under the heading “Investments.” That description provides, among other information,
specific examples of the environmental, social, and corporate governance (“ESG”) policies, practices or outcomes that Putnam
Management believes may demonstrate a company’s commitment to sustainable business practices. The Registrant notes that these illustrative
examples are provided in lieu of a formal definition of sustainable business practices given Putnam Management’s view (stated under
the heading “Investments”) that sustainable business practices, as well as the specific metrics and measurements (including
any quantifiable measurements) used to evaluate them, are likely to continue to evolve over time. The description also explains that Putnam
Management assesses whether a company’s sustainable business practices are “financially material” by evaluating whether
those practices are “relevant and material to a company’s long-term financial returns and risk profiles.” The Registrant
believes that, in combination with further discussion in the section “What are the fund’s main investment strategies and related
risks?—Sustainable investing,” this description of the phrase “financially material sustainable business practices”
is appropriate and consistent with the plain English requirements of Rule 421 under the Securities Act.

 4. Comment: For each Fund, the first sentence in the second paragraph under the heading “Investments”
states, “Under normal circumstances, the fund invests at least 80% of the value of its net assets in securities that meet our sustainability
criteria” (each, an “80%

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Policy”). If the 80% Policy is
non-fundamental, please disclose in the section “What are the fund’s main investment strategies and related risks?”
that the 80% Policy is non-fundamental and may be changed without shareholder approval upon 60 days’ prior written notice to shareholders.
See Rule 35d-1 under the 1940 Act.

Response: The Registrant believes
that the term “sustainable” as used in each Fund’s name suggests an investment strategy rather than a type of security
and, therefore, that the Funds are not required to adopt a Rule 35d-1 policy with respect to the term “sustainable.”
The Registrant believes that this view is consistent with the adopting release for Rule 35d-1 and the “Staff’s Frequently
Asked Questions about Rule 35d-1.”  For example, in the “Staff’s Frequently Asked Questions about Rule 35d-1,”
the Commission Staff opined that “Rule 35d-1 would not apply to the use of the term ‘income’ where that term suggests
an investment objective or strategy rather than a type of investment [emphasis added]. …Likewise, the term ‘equity income’
suggests that a fund focuses its investments in equities and has an investment objective or strategy of achieving current income.”
Likewise, it is the Registrant’s view that the term “sustainable” suggests an investment strategy.

Accordingly, the Registrant does not
believe that the Funds are required to adopt a Rule 35d-1 policy and does not view the 80% Policy as a policy adopted pursuant to Rule
35d-1. As such, the Registrant does not believe that either Fund’s 80% Policy is subject to the requirement under Rule 35d-1(a)(2)(ii)
either that it must be fundamental or, if not, that the Funds must adopt a policy to provide shareholders with at least 60 days’
prior written notice of any change to its 80% Policy. The Registrant notes that, to provide clarity to investors, each Fund will add the
following disclosure to its prospectus following the recitation of its 80% Policy:

This policy may be changed at
any time upon notice to shareholders.

 5. Comment: For each Fund, please include more specific disclosure as to the “sustainability
criteria” used in applying the 80% Policy. The Commission Staff notes that the second sentence in the second paragraph under the
heading “Investments” states that the Registrant will “assign each company a proprietary environmental, social and/or
corporate governance (ESG) rating ranging from 1 to 4 (1 indicating the highest (best) ESG rating and 4 indicating the lowest (worst)
ESG rating).” Please more clearly explain in the disclosure what would cause a company to be rated higher or lower on this scale.
The proprietary investment process should be described with more specificity. The Commission Staff notes that the current disclosure includes
many examples of factors that the Funds “may” consider.

Response: For Putnam VT Sustainable
Future Fund, the Registrant notes that, as disclosed under the heading “Investments,” in selecting each investment, Putnam
Management considers the extent to which a company’s products or services may provide solutions to forward-looking sustainability
needs, creating positive impact in environmental, social and economic development areas. The discussion under the heading “Investments”
also includes specific examples of the environmental, social, and economic development impacts Putnam Management may consider. The Registrant
notes that these illustrative examples are provided in lieu of more specific criteria given Putnam Management’s view (stated under
the heading “Investments”) that the specific metrics and measurements Putnam Management

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uses to evaluate these environmental,
social and economic development impacts are likely to continue to evolve over time.

Similarly, for Putnam VT Sustainable
Leaders Fund, the Registrant notes that, as disclosed under the heading “Investments,” in selecting each investment, Putnam
Management focuses on companies that have a demonstrated commitment to sustainable business practices in areas that are relevant and material
to their long-term financial returns and risk profiles. As noted in the Registrant’s response to Comment #4, the discussion under
the heading “Investments” also includes specific examples of the environmental, social, and corporate governance (“ESG”)
policies, practices or outcomes that Putnam Management believes may demonstrate a company’s commitment to sustainable business practices.
The Registrant notes that these illustrative examples are provided in lieu of more specific criteria given Putnam Management’s view
(stated under the heading “Investments”) that the specific metrics and measurements Putnam Management uses to evaluate a company’s
sustainable business practices are likely to continue to evolve over time.

For each Fund, the Registrant has reviewed
the current disclosure describing the sustainability criteria Putnam Management uses in applying the 80% Policy and believes that it is
appropriate.

 6. Comment: For Putnam VT Sustainable Leaders Fund, the second paragraph under the heading “Investments”
states that “The integrated approach of the fund combines analysis of the growing body of ESG data and deep fundamental analysis
and looks for companies that demonstrate leadership, beyond compliance, on relevant sustainability issues.” Please describe the
Fund’s due diligence practices in applying its sustainability criteria to portfolio companies, including what ESG data is reviewed
in determining whether a company meets the Fund’s sustainability criteria and the sources of that data. For example, does the Fund
directly engage with companies to evaluate their ESG practices or does it rely on third-party screening data?

Response: Putnam Management’s
approach to sustainability analysis is deeply intertwined with its fundamental research process. Putnam Management uses company disclosures,
public data sources, and independent third-party data as inputs into its analytical process when evaluating a company’s ESG characteristics.
However, while Putnam Management may consider independent third-party data as part of its analytical processes, it performs its own independent
analysis of issuers and does not rely on third-party screens. Because Putnam Management believes relevant sustainability issues vary by
sector, geography, asset class and specific company context, its fundamental research of ESG factors is tailored to specific sectors,
locations, asset classes and companies. The Registrant notes that the foregoing approach is disclosed in the section “What are the
fund’s main investment strategies and related risks?—Sustainable investing.” The Registrant has reviewed the current
disclosure and believes that it appropriately describes the Fund’s due diligence practices in applying its sustainability criteria
to portfolio companies.

 7. Comment: Please disclose whether each Fund’s sustainability criteria are applied to every
investment it makes or only to some of its investments.

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Response: As disclosed under the
heading “Investments,” each Fund has a policy to invest, under normal circumstances, “at least 80% of the value of its
net assets in securities that meet our sustainability criteria.” The Registrant notes that, provided that a Fund has satisfied that
policy, the Fund maintains flexibility to invest the remainder of its assets in investments that may or may not satisfy the Fund’s
sustainability criteria, and there are certain Fund investments (e.g., investments in cash equivalents) to which the sustainability
criteria are not expected to be applied.

Fund summary
– Investments, risks, and performance – Risks

 8. Comment: For each Fund, please consider adding headings or bullet points for each risk factor discussed
under the sub-heading “Risks” in the “Investments, risks, and performance” sub-section of the “Fund
summary” section in light of the plain English requirements of Rule 421(d) under the Securities Act.

Response: The Registrant respectfully
declines to make this change. The Registrant believes that each Fund’s narrative risk disclosure provided under the sub-heading
“Risks” is appropriate in light of the requirements of Item 4(b)(1) of Form N-1A and the plain English requirements of Rule
421 under the Securities Act.

Fund summary – Your
fund’s management

 9. Comment: For each Fund, under the heading “Portfolio managers,” please consider disclosing
the month (in addition to the year) and year that each of the Fund’s portfolio managers assumed responsibility for the Fund’s
investments. Please also consider making this change with respect to the disclosure under the heading “Portfolio managers”
in the section “Who oversees and manages the fund?”

Response: The Registrant respectfully
declines to make this change. The Registrant believes that the current disclosure, which provides the year that each portfolio manager
assumed responsibility for a Fund’s investments, appropriately indicates the portfolio manager’s length of service as required
by Item 5(b) of Form N-1A.

 10. Comment: The Commission Staff notes that, although Putnam Investments Limited (“PIL”)
has been retained as a sub-advisor to each Fund, PIL does not currently manage any assets of the Funds. Please confirm that, for each
Fund, the references to PIL as a sub-advisor to the Fund in the section “Your fund’s management—Sub-advisor”
and the section “Who oversees and manages the fund?—The fund’s investment manager” are appropriate in light of
Instruction 1 to Item 5(a) of Form N-1A, which provides that, subject to limited exceptions, a fund need not identify a sub-advisor whose
sole responsibility for the fund is limited to day-to-day-management of the fund’s holdings of cash and cash equivalents.

Response: Although, as disclosed
in each Fund’s prospectus, PIL is not currently managing any assets of the Fund, PIL has entered into contractual arrangements with
respect to the management of Fund assets and may manage Fund assets in the future. The Registrant notes that PIL’s responsibility
for a Fund under those arrangements is not limited to day-to-day management of the Fund’s holdings of cash and cash equivalents.
R