THE PUTNAM FUNDS
Code of Ethics
Each of The Putnam Funds (the "Funds") has determined to adopt this Code
of Ethics with respect to certain types of personal securities
transactions by officers and Trustees of the Funds which might be deemed
to create possible conflicts of interest and to establish reporting
requirements and enforcement procedures with respect to such
transactions.
I. Rules Applicable to Officers and Trustees
Affiliated with Putnam Investments, Inc.
A. Incorporation of Adviser's Code of Ethics. The provisions of the
Code of Ethics for employees of Putnam Investments, Inc. and its
Subsidiaries (the "Putnam Investments Code of Ethics"), which is
attached as Appendix A hereto, are hereby incorporated herein as the
Funds' Code of Ethics applicable to officers and Trustees of the Funds
who are employees of the Funds or officers, directors or employees of
Putnam Investments, Inc. or its subsidiaries. A violation of the Putnam
Investments Code of Ethics shall constitute a violation of the Funds'
Code.
B. Reports. Officers and Trustees of each of the Funds who are made
subject to the Putnam Investments Code of Ethics pursuant to the
preceding paragraph shall file the reports required by the Putnam
Investments Code of Ethics with the Compliance Director designated
therein. A report filed with the Compliance Director shall be deemed to
be filed with each of the Funds of which the reporting individual is an
officer or Trustee.
C. Review. (1) The Compliance Director shall compare the reported
personal securities transactions with completed and contemplated
portfolio transactions of each of the Funds to determine whether a
violation of this Code may have occurred. Before making any
determination that a violation has been committed by any person, the
Compliance Director shall give such person an opportunity to supply
additional explanatory material.
(2) If the Compliance Director determines that a violation of this Code
has or may have occurred, he shall submit his written determination,
together with the confidential quarterly report and any additional
explanatory material provided by the individual, to the Chairman of the
Funds, who shall make an independent determination of whether a
violation has occurred.
D. Sanctions. If the Chairman of the Funds finds that a violation has
occurred, he shall report the violation and any sanction imposed under
the Putnam Code of Ethics to the Trustees of the Funds who may impose
such additional sanctions as they deem appropriate. If a securities
transaction of the Chairman is under consideration, the Vice Chairman of
the Funds shall act in all respects in the manner prescribed herein for
the Chairman.
II. Rules Applicable to Unaffiliated Trustees
A. Definitions.
(1) "Beneficial ownership" shall be interpreted in the same manner as
it would be in determining whether a person is subject to the provisions
of Section 16 of the Securities Exchange Act of 1934 and the rules and
regulations thereunder. Application of this definition is explained in
more detail in Exhibit A hereto.
(2) "Control" means the power to exercise a controlling influence over
the management or policies of a company, unless such power is solely the
result of an official position with such company.
(3) "Interested Trustee" means a Trustee of a Fund who is an "interested
person" of the Fund within the meaning of the Investment Company Act.
(4) "Purchase or sale of a security" includes, among other things, the
writing of an option to purchase or sell a security.
(5) "Security" shall have the same meaning as that set forth in Section
2(a)(36) of the Investment Company Act (in effect, all securities)
except that it shall not include securities issued by the Government of
the United States or an agency thereof, bankers' acceptances, bank
certificates of deposit, commercial paper and shares of registered
open-end investment companies.
(6) "Unaffiliated Trustee" means a Trustee who is not made subject to
the Putnam Investments Code of Ethics pursuant to Part I hereof.
B. Prohibited Purchases and Sales. No Unaffiliated Trustee of any of
the Funds shall purchase or sell, directly or indirectly, any security
in which he has or by reason of such transaction acquires, any direct or
indirect beneficial ownership and which to his actual knowledge at the
time of such purchase or sale:
(1) is being considered for purchase or sale by the Fund;
(2) is being purchased or sold by the Fund; or
(3) was purchased or sold by the Fund within the most recent five days
if such person participated in the recommendation to, or the decision
by, Putnam Management to purchase or sell such security for the Fund.
C. Exempted Transactions. The prohibitions of Section II-B of this
Code shall not apply to:
(1) purchases or sales effected in any account over which the
Unaffiliated Trustee has no direct or indirect influence or control;
(2) purchases or sales which are non-volitional on the part of either
the Unaffiliated Trustee or the Fund;
(3) purchases which are part of an automatic dividend reinvestment
plan;
(4) purchases effected upon the exercise of rights issued by an issuer
pro rata to all holders of a class of its securities, to the extent such
rights were acquired from such issuer, and sales of such rights so
acquired;
(5) purchases or sales other than those exempted in (1) through (4)
above which do not cause the Unaffiliated Trustee to gain improperly a
personal benefit through his relationship with the Fund and are only
remotely potentially harmful to a Fund because they would be very
unlikely to affect a highly institutional market, and are previously
approved by the Compliance Director under the Putnam Code of Ethics or
the Chairman of the Funds, which approval shall be confirmed in writing.
D. Reporting. (1) Whether or not one of the exemptions listed in
Section II-C applies, every Unaffiliated Trustee of a Fund shall file
with the Chairman of the Funds a report containing the information
described in Section II-D(2) of this Code with respect to transactions
in any security in which such Unaffiliated Trustee has, or by reason of
such transaction acquires, any direct or indirect beneficial ownership,
if such Trustee, at the time of that transaction, knew or, in the
ordinary course of fulfilling his official duties as a Trustee of the
Fund, should have known that, during the 15-day period immediately
preceding or after the date of the transaction by the Trustee:
(a) such security was or is to be purchased or sold by the Fund or
(b) such security was or is being considered for purchase or sale by the Fund;
provided, however, that an Unaffiliated Trustee shall not be required to
make a report with respect to transactions effected for any account over
which such person does not have any direct or indirect influence or
control.
(2) Every report shall be made not later than 10 days after the end of
the calendar quarter in which the transaction to which the report
relates was effected, and shall contain the following information:
(a) The date of the transaction, the title and the number of shares, and the
principal amount of each security involved;
(b) The nature of the transaction (i.e., purchase, sale or any other type of
acquisition or disposition);
(c) The price at which the transaction was effected; and
(d) The name of the broker, dealer or bank with or through whom the
transaction was effected.
(3) Every report concerning a purchase or sale prohibited under Section
II-B hereof with respect to which the reporting person relies upon one
of the exemptions provided in Section IIC shall contain a brief
statement of the exemption relied upon and the circumstances of the
transaction.
(4) Any such report may contain a statement that the report shall not
be construed as an admission by the person making such report that he
has any direct or indirect beneficial ownership in the security to which
the report relates.
(5) Notwithstanding anything to the contrary contained herein, an
Unaffiliated Trustee who is an Interested Trustee shall also file the
reports required by Rule 17j-1(c)(1) under the Investment Company Act of
1940.
E. Review. (1) The Chairman of the Funds shall compare the reported
personal securities transactions with completed and contemplated
portfolio transactions of the Funds to determine whether any transaction
("Reviewable Transactions") listed in Section II-B (disregarding
exemptions provided by Section II-C(1) through (5)) may have occurred.
(2) If the Chairman determines that a Reviewable Transaction may have
occurred, he shall then determine whether a violation of this Code may
have occurred, taking into account all the exemptions provided under
Section II-C. Before making any determination that a violation has
occurred, the Chairman shall give the person involved an opportunity to
supply additional information regarding the transaction in question.
F. Sanctions. If the Chairman determines that a violation of this Code
has occurred, he shall so advise a committee consisting of the
Unaffiliated Trustees, other than the person whose transaction is under
consideration, and shall provide the committee with a report of the
matter, including any additional information supplied by such person.
The committee may impose such sanction as it deems appropriate.
III. Miscellaneous.
A. Amendments to The Putnam Companies Code of Ethics. Any amendment to
the Putnam Companies Code of Ethics shall be deemed an amendment to
Section I-A of this Code effective 30 days after written notice of such
amendment shall have been received by the Chairman of the Funds, unless
the Trustees of the Funds expressly determine that such amendment shall
become effective at an earlier or later date or shall not be adopted.
B. Records. The Funds shall maintain records in the manner and to the
extent set forth below, which records may be maintained on microfilm
under the conditions described in Rule 31a-2(f)(1) under the Investment
Company Act and shall be available for examination by representatives of
the Securities and Exchange Commission.
(1) A copy of this Code and any other code which is, or at any time
within the past five years has been, in effect shall be preserved in an
easily accessible place;
(2) A record of any violation of this Code and of any action taken as a
result of such violation shall be preserved in an easily accessible
place for a period of not less than five years following the end of the
fiscal year in which the violation occurs;
(3) A copy of each report made by an officer or Trustee pursuant to
this Code shall be preserved for a period of not less than five years
from the end of the fiscal year in which it is made, the first two years
in an easily accessible place; and
(4) A list of all person who are, or within the past five years have
been, required to make reports pursuant to this Code shall be maintained
in an easily accessible place.
C. Confidentiality. All reports of securities transactions and any
other information filed with any Fund pursuant to this Code shall be
treated as confidential, but are subject to review as provided herein
and by personnel of the Securities and Exchange Commission.
D. Interpretation of Provisions. The Directors and Trustees may from
time to time adopt such interpretations of this Code as they deem
appropriate.
E. Delegation by Chairman. The Chairman of the Funds may from time to
time delegate any or all of his responsibilities under this Code, either
generally or as to specific instances, to such officer or Trustee of the
Funds as he may designate.
As revised
July 8, 1994
Code of Ethics
PUTNAM INVESTMENTS
[SCALE LOGO OMITTED]
It is the personal responsibility of every Putnam employee to avoid any
conduct that could create a conflict, or even the appearance of a
conflict, with our clients, or to do anything that could damage or erode
the trust our clients place in Putnam and its employees.
44156 9/2003
* Table of Contents
Overview iii
Preamble vii
Definitions: Code of Ethics ix
Section I. Personal Securities Rules for All Employees 1
A. Restricted List 1
B. Prohibited Transactions 6
C. Discouraged Transactions 10
D. Exempted Transactions 11
Section II. Additional Special Rules for Personal Securities
Transactions of Access Persons and Certain Investment
Professionals 13
Section III. Prohibited Conduct for All Employees 19
Section IV. Special Rules for Officers and Employees of Putnam
Investments Limited. 31
Section V. Reporting Requirements for All Employees 33
Section VI. Education Requirements 37
Section VII. Compliance and Appeal Procedures 39
Appendix A 41
Preamble 43
Definitions: Insider Trading 45
Section 1. Rules Concerning Inside Information 47
Section 2. Overview of Insider Trading 51
Appendix B. Policy Statement Regarding Employee Trades in
Shares of Putnam Closed-End Funds 57
Appendix C. Clearance Form for Portfolio Manager Sales Out of
Personal Account of Securities Also Held by Fund
(For compliance with "Contra-Trading" Rule) 59
Appendix D. Procedures for Approval of New Financial Instruments 61
Appendix E. AIMR Code of Ethics and Standards of Professional
Responsibility 63
Index 71
* Overview
Every Putnam employee is required, as a condition of continued
employment, to read, understand, and comply with the entire Code of
Ethics. Additionally, employees are expected to comply with the policies
and procedures contained within the Putnam Employee Handbook, which can
be accessed on-line through www.ibenefitcenter.com. This Overview is
provided only as a convenience and is not intended to substitute for a
careful reading of the complete document.
It is the personal responsibility of every Putnam employee to avoid any
conduct that could create a conflict, or even the appearance of a
conflict, with our clients, or do anything that could damage or erode
the trust our clients place in Putnam and its employees. This is the
spirit of the Code of Ethics. In accepting employment at Putnam, every
employee accepts the absolute obligation to comply with the letter and
the spirit of the Code of Ethics. Failure to comply with the spirit of
the Code of Ethics is just as much a violation of the Code as failure to
comply with the written rules of the Code.
The rules of the Code cover activities, including personal securities
transactions, of Putnam employees, certain family members of employees,
and entities (such as corporations, trusts, or partnerships) that
employees may be deemed to control or influence.
Sanctions will be imposed for violations of the Code of Ethics.
Sanctions may include bans on personal trading, reductions in salary
increases or bonuses, disgorgement of trading profits, suspension of
employment, and termination of employment.
- -- Insider trading:
Putnam employees are forbidden to buy or sell any security while
either Putnam or the employee is in possession of non-public
information ("inside information") concerning the security or the
issuer. A violation of Putnam's insider trading policies may result
in criminal and civil penalties, including imprisonment and
substantial fines.
- -- Conflicts of interest:
The Code of Ethics imposes limits on activities of Putnam employees
where the activity may conflict with the interests of Putnam or its
clients. These include limits on the receipt and solicitation of
gifts and on service as a fiduciary for a person or entity outside of
Putnam.
For example, Putnam employees generally may not accept gifts over
$100 in total value in a calendar year from any entity or any
supplier of goods or services to Putnam. In addition, a Putnam
employee may not serve as a director of any corporation without prior
approval of the Code of Ethics Officer, and Putnam employees may not
be members of investment clubs.
- -- Confidentiality:
Information about Putnam clients and Putnam investment activity and
research is proprietary and confidential and may not be disclosed or
used by any Putnam employee outside Putnam without a valid business
purpose.
- -- Personal securities trading:
Putnam employees may not buy or sell any security for their own
account without clearing the proposed transaction in advance through
the on-line pre-clearance system or with the Code of Ethics
Administrator.
Certain securities are excepted from this requirement (e.g., Marsh &
McLennan stock and shares of open-end (not closed-end) Putnam Funds).
Clearance must be obtained in advance, between 11:30 a.m. and 4:00
p.m. EST on the day of the trade. Clearance may be obtained between
9:00 a.m. and 4:00 p.m. on the day of the trade for up to 1,000
shares of stock of an issuer whose capitalization exceeds $5 billion.
A clearance is valid only for the day it is obtained. The Code also
strongly discourages excessive trading by employees for their own
account (i.e., more than 10 trades in any calendar quarter). Trading
in excess of this level will be reviewed with the Code of Ethics
Oversight Committee.
- -- Short Selling:
Putnam employees are prohibited from short selling any security,
whether or not it is held in a Putnam client portfolio, except that
short selling against broad market indexes and "against the box" are
permitted.
- -- Confirmations of trading and periodic account statements:
All Putnam employees must have their brokers send confirmations of
personal securities transactions, including transactions of immediate
family members and accounts over which the employee has investment
discretion, to the Code of Ethics Officer. Employees must contact the
Code of Ethics Administrator to obtain an authorization letter from
Putnam for setting up a personal brokerage account.
- -- Quarterly and annual reporting:
Certain Putnam employees (so-called "Access Persons" as defined by
the SEC and in the Code of Ethics) must report all their securities
transactions in each calendar quarter to the Code of Ethics Officer
within 10 days after the end of the quarter. All Access Persons
must disclose all personal securities holdings upon commencement of
employment and thereafter on an annual basis. You will be notified
if these requirements apply to you. If these requirements apply to
you and you fail to report as required, salary increases and bonuses
will be reduced.
- -- IPOs and private placements:
Putnam employees may not buy any securities in an initial public
offering or in a private placement, except in limited circumstances
when prior written authorization is obtained.
- -- Procedures for Approval of New Financial Instruments:
No new types of securities or instruments may be purchased for any
Putnam fund or other client account without the prior approval of the
Risk Management Committee.
- -- Personal securities transactions by Access Persons and certain investment
professionals:
The Code imposes several special restrictions on personal securities
transactions by Access Persons and certain investment professionals,
which are summarized as follows:
- -- "60-Day Holding Period". No Access Person shall purchase and then sell at a
profit, or sell and then repurchase at a lower price, any security or
related derivative security within 60 calendar days.
- -- "7-Day" Rule. Before a portfolio manager places an order to buy a security
for any portfolio he manages, he must sell from his personal account any
such security or related derivative security purchased within the preceding
7 calendar days and disgorge any profit from the sale.
- -- "Blackout" Rules. No portfolio manager may sell any security or
related derivative security for her personal account until 7 calendar
days have passed since the most recent purchase of that security or
related derivative security by any portfolio she manages. No portfolio
manager may buy any security or related derivative security for his
personal account until 7 calendar days have passed since the most recent
sale of that security or related derivative security by any portfolio he
manages.
- -- "Contra-Trading" Rule. No portfolio manager may sell out of her personal
account any security or related derivative security that is held in any
portfolio she manages unless she has received the written approval of a
CIO and the Code of Ethics Officer.
- -- No manager may cause a Putnam client to take action for the manager's own
personal benefit.
- -- SIMILAR RULES LIMIT PERSONAL SECURITIES TRANSACTIONS BY ANALYSTS,
CO-MANAGERS, AND CHIEF INVESTMENT OFFICERS. PLEASE READ THESE RULES
CAREFULLY. YOU ARE RESPONSIBLE FOR UNDERSTANDING THE RESTRICTIONS.
This Overview is qualified in its entirety by the provisions of the Code
of Ethics. The Code requires that all Putnam employees read, understand,
and comply with the entire Code of Ethics.
* Preamble
It is the personal responsibility of every Putnam employee to avoid any
conduct that would create a conflict, or even the appearance of a
conflict, with our clients, or embarrass Putnam in any way. This is the
spirit of the Code of Ethics. In accepting employment at Putnam, every
employee also accepts the absolute obligation to comply with the letter
and the spirit of the Code of Ethics. Failure to comply with the spirit
of the Code of Ethics is just as much a violation of the Code as failure
to comply with the written rules of the Code.
Sanctions will be imposed for violations of the Code of Ethics,
including the Code's reporting requirements. Sanctions may include bans
on personal trading, reductions in salary increases or bonuses,
disgorgement of trading profits, suspension of employment and
termination of employment.
Putnam Investments is required by law to adopt a Code of Ethics. The
purposes of the law are to ensure that companies and their employees
comply with all applicable laws and to prevent abuses in the investment
advisory business that can arise when conflicts of interest exist
between the employees of an investment adviser and its clients. Having
an effective Code of Ethics is good business practice, as well. By
adopting and enforcing a Code of Ethics, we strengthen the trust and
confidence reposed in us by demonstrating that, at Putnam, client
interests come before personal interests.
Putnam has had a Code of Ethics for many years. The first Putnam Code
was written more than 30 years ago by George Putnam. It has been revised
periodically, and was re-drafted in its entirety in 1989 to take account
of legal and regulatory developments in the investment advisory
business. Since 1989, the Code has been revised regularly to reflect
developments in our business and the law.
The Code that follows represents a balancing of important interests. On
the one hand, as a registered investment adviser, Putnam owes a duty of
undivided loyalty to its clients, and must avoid even the appearance of
a conflict that might be perceived as abusing the trust they have placed
in Putnam. On the other hand, Putnam does not want to prevent
conscientious professionals from investing for their own account where
conflicts do not exist or are so attenuated as to be immaterial to
investment decisions affecting Putnam clients.
When conflicting interests cannot be reconciled, the Code makes clear
that, first and foremost, Putnam employees owe a fiduciary duty to
Putnam clients. In most cases, this means that the affected employee
will be required to forego conflicting personal securities transactions.
In some cases, personal investments will be permitted, but only in a
manner which, because of the circumstances and applicable controls,
cannot reasonably be perceived as adversely affecting Putnam client
portfolios or taking unfair advantage of the relationship Putnam
employees have to Putnam clients.
The Code contains specific rules prohibiting defined types of conflicts.
Because every potential conflict cannot be anticipated in advance, the
Code also contains certain general provisions prohibiting conflict
situations. In view of these general provisions, it is critical that any
individual who is in doubt about the applicability of the Code in a
given situation seek a determination from the Code of Ethics Officer
about the propriety of the conduct in advance. The procedures for
obtaining such a determination are described in Section VII of the Code.
It is critical that the Code be strictly observed. Not only will
adherence to the Code ensure that Putnam renders the best possible
service to its clients, it will ensure that no individual is liable for
violations of law.
It should be emphasized that adherence to this policy is a fundamental
condition of employment at Putnam. Every employee is expected to adhere
to the requirements of this Code of Ethics despite any inconvenience
that may be involved. Any employee failing to do so may be subject to
such disciplinary action, including financial penalties and termination
of employment, as determined by the Code of Ethics Oversight Committee
or the Chief Executive Officer of Putnam Investments.
* Definitions: Code of Ethics
The words given below are defined specifically for the purposes of Putnam's
Code of Ethics.
Gender references in the Code of Ethics alternate.
Rule of construction regarding time periods. Unless the context
indicates otherwise, time periods used in the Code of Ethics shall be
measured inclusively, i.e., including the dates from and to which the
measurement is made.
Access Persons. Access Persons are (i) all officers of Putnam Investment
Management, LLC (the investment manager of Putnam's mutual funds), (ii)
all employees within Putnam's Investment Division, and (iii) all other
employees of Putnam who, in connection with their regular duties, have
access to information regarding purchases or sales of portfolio
securities by a Putnam mutual fund, or who have access to information
regarding recommendations with respect to such purchases or sales.
Code of Ethics Administrator. The individual designated by the Code of
Ethics Officer to assume responsibility for day-to-day,
non-discretionary administration of this Code. The current Code of
Ethics Administrator is Laura Rose, who can be reached at extension
11104.
Code of Ethics Officer. The Putnam officer who has been assigned the
responsibility of enforcing and interpreting this Code. The Code of
Ethics Officer shall be the General Counsel or such other person as is
designated by the President of Putnam Investments. If the Code of Ethics
Officer is unavailable, the Deputy Code of Ethics Officer (to be
appointed by the Code of Ethics Officer) shall act in his stead.
Code of Ethics Oversight Committee. Has oversight responsibility for
administering the Code of Ethics. Members include the Code of Ethics
Officer, the Head of Investments, and other members of Putnam's senior
management approved by the Chief Executive Officer of Putnam.
Immediate family. Spouse, minor children, or other relatives living in
the same household as the Putnam employee.
Policy Statements. The Policy Statement Concerning Insider Trading
Prohibitions attached to the Code as Appendix A and the Policy Statement
Regarding Employee Trades in Shares of Putnam Closed-End Funds attached
to the Code as Appendix B.
Private placement. Any offering of a security not to the public, but to
sophisticated investors who have access to the kind of information which
would be contained in a prospectus, and which does not require
registration with the relevant securities authorities.
Purchase or sale of a security. Any acquisition or transfer of any
interest in the security for direct or indirect consideration, and
includes the writing of an option.
Putnam. Any or all of Putnam Investments, Inc., and its subsidiaries,
any one of which shall be a "Putnam company."
Putnam client. Any of the Putnam Funds, or any advisory, trust, or other
client of Putnam.
Putnam employee (or "employee"). Any employee of Putnam.
Restricted List. The list established in accordance with Rule 1 of
Section I.A.
Security. Any type or class of equity or debt security and any rights
relating to a security, such as put and call options, warrants, and
convertible securities. Unless otherwise noted, the term "security" does
not include: currencies, direct and indirect obligations of the U.S.
government and its agencies, commercial paper, certificates of deposit,
repurchase agreements, bankers' acceptances, any other money market
instruments, shares of open-end mutual funds (including Putnam open-end
mutual funds), exchange traded index funds containing a portfolio or
securities of 25 or more issuers (e.g., SPDRs, WEBs, QQQs), securities
of The Marsh & McLennan Companies, Inc., commodities, and any option on
a broad-based market index or an exchange-traded futures contract or
option thereon.
Transaction for a personal account (or "personal securities
transaction"). Securities transactions: (a) for the personal account of
any employee; (b) for the account of a member of the immediate family of
any employee; (c) for the account of a partnership in which a Putnam
employee or immediate family member is a general partner or a partner
with investment discretion; (d) for the account of a trust in which a
Putnam employee or immediate family member is a trustee with investment
discretion; (e) for the account of a closely-held corporation in which a
Putnam employee or immediate family member holds shares and for which he
has investment discretion; and (f) for any account other than a Putnam
client account which receives investment advice of any sort from the
employee or immediate family member, or as to which the employee or
immediate family member has investment discretion.
* Section I. Personal Securities Rules for All Employees
A. Restricted List
RULE 1
No Putnam employee shall purchase or sell for his personal account any
security without prior clearance obtained through Putnam's Intranet
pre-clearance system (in the "Workplace Community" section of
ibenefitcenter.com) or from the Code of Ethics Administrator. No
clearance will be granted for securities appearing on the Restricted
List. Securities shall be placed on the Restricted List in the following
circumstances:
(a) when orders to purchase or sell such security have been entered for any
Putnam client, or the security is being actively considered for purchase
or sale for any Putnam client;
(b) with respect to voting securities of corporations in the banking, savings
and loan, communications, or gaming (i.e., casinos) industries, when
holdings of Putnam clients exceed 7% (for public utilities, the threshold
is 4%);
(c) when, in the judgment of the Code of Ethics Officer, other circumstances
warrant restricting personal transactions of Putnam employees in a
particular security;
(d) the circumstances described in the Policy Statement Concerning Insider
Trading Prohibitions, attached as Appendix A.
Reminder: Securities for an employee's "personal account" include
securities owned by certain family members of a Putnam employee. Thus,
this Rule prohibits certain trades by family members of Putnam
employees. See Definitions.
Compliance with this rule does not exempt an employee from complying
with any other applicable rules of the Code, such as those described in
Section III. In particular, Access Persons and certain investment
professionals must comply with the special rules set forth in Section
II.
EXCEPTIONS
A. "Large Cap" Exception. If a security appearing on the Restricted List is
an equity security for which the issuer has a market capitalization
(defined as outstanding shares multiplied by current price per share) of
over $5 billion, then a Putnam employee may purchase or sell up to 1,000
shares of the security per day for his personal account. This exception
does not apply if the security appears on the Restricted List in the
circumstances described in subpart (b), (c), or (d) of Rule 1.
B. Investment Grade Or Higher Fixed-Income Exception. If a security being
traded or considered for trade for a Putnam client is a non-convertible
fixed-income security which bears a rating of BBB (Standard & Poor's) or
Baa (Moody's) or any comparable rating or higher, then a Putnam employee
may purchase or sell that security for his personal account without regard
to the activity of Putnam clients. This exception does not apply if the
security has been placed on the Restricted List in the circumstances
described in subpart (b), (c), or (d) of Rule 1.
C. Pre-Clearing Transactions Effected by Share Subscription. The purchase and
sale of securities made by subscription rather than on an exchange are
limited to issuers having a market capitalization of $5 billion or more
and are subject to a 1,000 share limit. The following are procedures to
comply with Rule 1 when effecting a purchase or sale of shares by
subscription:
(a) The Putnam employee must pre-clear the trade on the day he or she submits a
subscription to the issuer, rather than on the actual day of the trade
since the actual day of the trade typically will not be known to the
employee who submits the subscription. At the time of pre-clearance, the
employee will be told whether the purchase is permitted (in the case of a
corporation having a market capitalization of $5 billion or more), or not
permitted (in the case of a smaller capitalization issuer).
(b) The subscription for any purchase or sale of shares must be reported on
the employee's quarterly personal securities transaction report, noting
the trade was accomplished by subscription.
(c) As no brokers are involved in the transaction, the confirmation requirement
will be waived for these transactions, although the Putnam employee must
provide the Legal and Compliance Department with any transaction summaries
or statements sent by the issuer.
SANCTION GUIDELINES
A. Failure to Pre-Clear a Personal Trade
1. First violation: One month trading ban with written warning that a future
violation will result in a longer trading ban.
2. Second violation: Three month trading ban and written notice to Managing
Director of the employee's division.
3. Third violation: Six month trading ban with possible longer or permanent
trading ban based upon review by Code of Ethics Oversight Committee.
B. Failure to Pre-Clear Securities on the Restricted List
1. First violation: Disgorgement of any profit from the transaction, one month
trading ban, and written warning that a future violation will result in a
longer trading ban.
2. Second violation: Disgorgement of any profit from the transaction, three
month trading ban, and written notice to Managing Director of the
employee's division.
3. Third violation: Disgorgement of any profit from the transaction, and six
month trading ban with possible longer or permanent trading ban based upon
review by Code of Ethics Oversight Committee.
NOTE: These are the sanction guidelines for successive failures to
pre-clear personal trades within a 2-year period. The Code of Ethics
Oversight Committee retains the right to increase or decrease the
sanction for a particular violation in light of the circumstances. The
Committee's belief that an employee intentionally has violated the Code
of Ethics will result in more severe sanctions than outlined in the
guidelines above. The sanctions described in Paragraph B apply to
Restricted List securities that are: (i) small cap stocks (i.e., stocks
not entitled to the "Large Cap" exception) and (ii) large cap stocks
that exceed the daily 1,000 share maximum permitted under the "Large
Cap" exception. Failure to pre-clear an otherwise permitted trade of up
to 1,000 shares of a large cap security is subject to the sanctions
described above in Paragraph A.
IMPLEMENTATION
A. Maintenance of Restricted List. The Restricted List shall be maintained by
the Code of Ethics Administrator.
B. Consulting Restricted List. An employee wishing to trade any security for
his personal account shall first obtain clearance through Putnam's
Intranet pre-clearance system. The system may be accessed from your
desktop computer through the Putnam ibenefitcenter
(https://www.ibenefitcenter.com) Workplace Community tab, Employee
Essentials menu. Employees may pre-clear all securities between 11:30 a.m.
and 4:00 p.m. EST, and may pre-clear purchases or sales of up to 1,000
shares of issuers having a market capitalization of more than $5 billion
between 9:00 a.m. and 4:00 p.m. EST. Requests to make personal securities
transactions may not be made using the system or presented to the Code of
Ethics Administrator after 4:00 p.m.
The pre-clearance system will inform the employee whether the security
may be traded and whether trading in the security is subject to the
"Large Cap" limitation. The response of the pre-clearance system as to
whether a security appears on the Restricted List and, if so, whether it
is eligible for the exceptions set forth after this Rule shall be final,
unless the employee appeals to the Code of Ethics Officer, using the
procedure described in Section VII, regarding the request to trade a
particular security.
A clearance is only valid for trading on the day it is obtained. Trades
in securities listed on Asian or European stock exchanges, however, may
be executed within one business day after pre-clearance is obtained.
If a security is not on the Restricted List, other classes of securities
of the same issuer (e.g., preferred or convertible preferred stock) may
be on the Restricted List. It is the employee's responsibility to
identify with particularity the class of securities for which permission
is being sought for a personal investment.
If the pre-clearance system does not recognize a security, or if an
employee is unable to use the system or has any questions with respect
to the system or pre-clearance, the employee may consult the Code of
Ethics Administrator. The Code of Ethics Administrator shall not have
authority to answer any questions about a security other than whether
trading is permitted. The response of the Code of Ethics Administrator
as to whether a security appears on the Restricted List and, if so,
whether it is eligible for the exceptions set forth after this Rule
shall be final, unless the employee appeals to the Code of Ethics
Officer, using the procedure described in Section VII, regarding the
request to trade a particular security.
C. Removal of Securities from Restricted List. Securities shall be removed
from the Restricted List when: (a) in the case of securities on the
Restricted List pursuant to Rule 1(a), they are no longer being purchased
or sold for a Putnam client or actively considered for purchase or sale
for a Putnam client; (b) in the case of securities on the Restricted List
pursuant to Rule 1(b), the holdings of Putnam clients fall below the
applicable threshold designated in that Rule, or at such earlier time as
the Code of Ethics Officer deems appropriate; or (c) in the case of
securities on the Restricted List pursuant to Rule 1(c) or 1(d), when
circumstances no longer warrant restrictions on personal trading.
COMMENTS
1. Pre-Clearance. Subpart (a) of this Rule is designed to avoid the conflict
of interest that might occur when an employee trades for his personal
account a security that currently is being traded or is likely to be
traded for a Putnam client. Such conflicts arise, for example, when the
trades of an employee might have an impact on the price or availability
of a particular security, or when the trades of the client might have an
impact on price to the benefit of the employee. Thus, exceptions involve
situations where the trade of a Putnam employee is unlikely to have an
impact on the market.
2. Regulatory Limits. Owing to a variety of federal statutes and regulations
in the banking, savings and loan, communications, and gaming industries, it
is critical that accounts of Putnam clients not hold more than 10% of the
voting securities of any issuer (5% for public utilities). Because of the
risk that the personal holdings of Putnam employees may be aggregated with
Putnam holdings for these purposes, subpart (b) of this Rule limits personal
trades in these areas. The 7% limit (4% for public utilities) will allow the
regulatory limits to be observed.
3. Options. For the purposes of this Code, options are treated like the
underlying security. See Definitions. Thus, an employee may not purchase,
sell, or "write" option contracts for a security that is on the Restricted
List. A securities index will not be put on the Restricted List simply
because one or more of its underlying securities have been put on the
Restricted List. The exercise of an options contract (the purchase or
writing of which was previously pre-cleared) does not have to be
pre-cleared. Note, however, that the sale of securities obtained through
the exercise of options must be pre-cleared.
4. Involuntary Transactions. "Involuntary" personal securities transactions
are exempted from the Code. Special attention should be paid to this
exemption. (See Section I.D.)
5. Tender Offers. This Rule does not prohibit an employee from tendering
securities from his personal account in response to an any-and-all tender
offer, even if Putnam clients are also tendering securities. A Putnam
employee is, however, prohibited from tendering securities from his
personal account in response to a partial tender offer, if Putnam clients
are also tendering securities.
B. Prohibited Transactions
RULE 1
Putnam employees are prohibited from short selling any security, whether
or not the security is held in a Putnam client portfolio.
EXCEPTIONS
Short selling against broad market indexes (such as the Dow Jone
Industrial Average, the NASDAQ index and the S&P 100 and 500 indexes)
and short selling "against the box" are permitted.
RULE 2
No Putnam employee shall purchase any security for her personal account
in an initial public offering.
EXCEPTION
Pre-existing Status Exception. A Putnam employee shall not be barred by
this Rule or by Rule 1(a) of Section I.A. from purchasing securities for
her personal account in connection with an initial public offering of
securities by a bank or insurance company when the employee's status as
a policyholder or depositor entitles her to purchase securities on terms
more favorable than those available to the general public, in connection
with the bank's conversion from mutual or cooperative form to stock
form, or the insurance company's conversion from mutual to stock form,
provided that the employee has had the status entitling her to purchase
on favorable terms for at least two years. This exception is only
available with respect to the value of bank deposits or insurance
policies that an employee owns before the announcement of the initial
public offering. This exception does not apply, however, if the security
appears on the Restricted List in the circumstances set forth in
subparts (b), (c), or (d) of Section I.A., Rule 1.
IMPLEMENTATION
A. General Implementation. An employee shall inquire, before any purchase
of a security for her personal account, whether the security to be
purchased is being offered pursuant to an initial public offering. If
the security is offered through an initial public offering, the employee
shall refrain from purchasing that security for her personal account
unless the exception applies.
B. Administration of Exception. If the employee believes the exception
applies, she shall consult the Code of Ethics Administrator concerning
whether the security appears on the Restricted List and if so, whether
it is eligible for this exception.
COMMENTS
1. The purpose of this rule is twofold. First, it is designed to prevent a
conflict of interest between Putnam employees and Putnam clients who
might be in competition for the same securities in a limited public
offering. Second, the rule is designed to prevent Putnam employees from
being subject to undue influence as a result of receiving "favors" in
the form of special allocations of securities in a public offering from
broker-dealers who seek to do business with Putnam.
2. Purchases of securities in the immediate after-market of an initial
public offering are not prohibited, provided they do not constitute
violations of other portions of the Code of Ethics. For example,
participation in the immediate after-market as a result of a special
allocation from an underwriting group would be prohibited by Section III,
Rule 3 concerning gifts and other "favors."
3. Public offerings subsequent to initial public offerings are not deemed
to create the same potential for competition between Putnam employees
and Putnam clients because of the pre-existence of a market for the
securities.
RULE 3
No Putnam employee shall purchase any security for his personal account
in a limited private offering or private placement.
COMMENTS
1. The purpose of this Rule is to prevent a Putnam employee from investing
in securities for his own account pursuant to a limited private offering
that could compete with or disadvantage Putnam clients, and to prevent
Putnam employees from being subject to efforts to curry favor by those
who seek to do business with Putnam.
2. Exemptions to the prohibition will generally not be granted where the
proposed investment relates directly or indirectly to investments by a
Putnam client, or where individuals involved in the offering (including
the issuers, broker, underwriter, placement agent, promoter, fellow
investors and affiliates of the foregoing) have any prior or existing
business relationship with Putnam or a Putnam employee, or where the
Putnam employee believes that such individuals may expect to have a
future business relationship with Putnam or a Putnam employee.
3. An exemption may be granted, subject to reviewing all the facts and
circumstances, for investments in:
(a) Pooled investment funds, including hedge funds, subject to the condition
that an employee investing in a pooled investment fund would have no
involvement in the activities or decision-making process of the fund
except for financial reports made in the ordinary course of the fund's
business.
(b) Private placements where the investment cannot relate, or be expected
to relate, directly or indirectly to Putnam or investments by a Putnam
client.
4. Employees who apply for an exemption will be expected to disclose to the
Code of Ethics Officer in writing all facts and relationships relating to
the proposed investment.
5. Limited partnership interests are frequently sold in private placements.
An employee should assume that investment in a limited partnership is
barred by these rules, unless the employee has obtained, in advance of
purchase, a written exemption under the ad hoc exemption set forth in
Section I.D., Rule 2. The procedure for obtaining an ad hoc exemption is
described in Section VII, Part 4.
6. Applications to invest in private placements will be reviewed by the Code
of Ethics Oversight Committee. This review will take into account, among
other factors, the considerations described in the preceding comments.
RULE 4
No Putnam employee shall purchase or sell any security for her personal
account or for any Putnam client account while in possession of
material, nonpublic information concerning the security or the issuer.
EXCEPTIONS
NONE. Please read Appendix A, Policy Statement Concerning Insider
Trading Prohibitions.
RULE 5
No Putnam employee shall purchase from or sell to a Putnam client any
securities or other property for his personal account, nor engage in any
personal transaction to which a Putnam client is known to be a party, or
which transaction may have a significant relationship to any action
taken by a Putnam client.
EXCEPTIONS
None.
IMPLEMENTATION
It shall be the responsibility of every Putnam employee to make inquiry
prior to any personal transaction sufficient to satisfy himself that the
requirements of this Rule have been met.
COMMENT
This rule is required by federal law. It does not prohibit a Putnam
employee from purchasing any shares of an open-end Putnam fund. The
policy with respect to employee trading in closed-end Putnam funds is
attached as Appendix B.
RULE 6
No Putnam employee shall engage in market timing strategies within
Putnam mutual funds, including within Putnam's Profit Sharing Retirement
Plan accounts and deferred compensation accounts.
EXCEPTIONS
None.
COMMENTS
"Market timing" occurs when a person frequently purchases and sells
shares of mutual funds based upon the activity of equity markets on the
days that the purchases and sales are effected. Putnam has determined
that market timing has a detrimental effect on the performance of the
mutual funds managed by Putnam, and Putnam has taken steps to reduce
instances of market timing by brokers and shareholders in the mutual
funds. Putnam therefore expects that Putnam employees will avoid making
frequent trades into and out of the Putnam mutual funds, including
transactions made within Putnam's Profit Sharing Retirement Plan and
other deferred compensation vehicles.
C. Discouraged Transactions
RULE 1
Putnam employees are strongly discouraged from engaging in naked option
transactions for their personal accounts.
EXCEPTIONS
None.
COMMENT
Naked option transactions are particularly dangerous, because a Putnam
employee may be prevented by the restrictions in this Code of Ethics
from "covering" the naked option at the appropriate time. All employees
should keep in mind the limitations on their personal securities trading
imposed by this Code when contemplating such an investment strategy.
Engaging in naked options transactions on the basis of material,
nonpublic information is prohibited. See Appendix A, Policy Statement
Concerning Insider Trading Prohibitions.
RULE 2
Putnam employees are strongly discouraged from engaging in excessive
trading for their personal accounts.
EXCEPTIONS
None.
COMMENTS
1. Although a Putnam employee's excessive trading may not itself constitute
a conflict of interest with Putnam clients, Putnam believes that its
clients' confidence in Putnam will be enhanced and the likelihood of
Putnam achieving better investment results for its clients over the
long term will be increased if Putnam employees rely on their investment
-- as opposed to trading -- skills in transactions for their own account.
Moreover, excessive trading by a Putnam employee for his or her own
account diverts an employee's attention from the responsibility of
servicing Putnam clients, and increases the possibilities for transactions
that are in actual or apparent conflict with Putnam client transactions.
2. Although this Rule does not define excessive trading, employees should
be aware that if their trades exceed 10 trades per quarter the trading
activity will be reviewed by the Code of Ethics Oversight Committee.
D. Exempted Transactions
RULE 1
Transactions which are involuntary on the part of a Putnam employee are
exempt from the prohibitions set forth in Sections I.A., I.B., and I.C.
EXCEPTIONS
None.
COMMENTS
1. This exemption is based on categories of conduct that the Securities and
Exchange Commission does not consider "abusive."
2. Examples of involuntary personal securities transactions include:
(a) sales out of the brokerage account of a Putnam employee as a result
of bona fide margin call, provided that withdrawal of collateral by the
Putnam employee within the ten days previous to the margin call was not
a contributing factor to the margin call;
(b) purchases arising out of an automatic dividend reinvestment program of
an issuer of a publicly traded security.
3. Transactions by a trust in which the Putnam employee (or a member of
his immediate family) holds a beneficial interest, but for which the
employee has no direct or indirect influence or control with respect to
the selection of investments, are involuntary transactions. In addition,
these transactions do not fall within the definition of "personal
securities transactions." See Definitions.
4. A good-faith belief on the part of the employee that a transaction
was involuntary will not be a defense to a violation of the Code of
Ethics. In the event of confusion as to whether a particular transaction
is involuntary, the burden is on the employee to seek a prior written
determination of the applicability of this exemption. The procedures for
obtaining such a determination appear in Section VII, Part 3.
RULE 2
Transactions which have been determined in writing by the Code of Ethics
Officer before the transaction occurs to be no more than remotely
potentially harmful to Putnam clients because the transaction would be
very unlikely to affect a highly institutional market, or because the
transaction is clearly not related economically to the securities to be
purchased, sold, or held by a Putnam client, are exempt from the
prohibitions set forth in Sections I.A., I.B., and I.C.
EXCEPTIONS
N.A.
IMPLEMENTATION
An employee may seek an ad hoc exemption under this Rule by following
the procedures in Section VII, Part 4.
COMMENTS
1. This exemption is also based upon categories of conduct that the
Securities and Exchange Commission does not consider "abusive."
2. The burden is on the employee to seek a prior written determination
that the proposed transaction meets the standards for an ad hoc
exemption set forth in this Rule.
* Section II. Additional Special Rules for Personal Securities
Transactions of Access Persons and Certain Investment
Professionals
Access Persons (including all Investment Professionals and other employees
as defined on page ix)
RULE 1 ("60-DAY" RULE)
No Access Person shall purchase and then sell at a profit, or sell and
then repurchase at a lower price, any security or related derivative
security within 60 calendar days.
EXCEPTIONS
None, unless prior written approval from the Code of Ethics Officer is
obtained. Exceptions may be granted on a case-by-case basis when no
abuse is involved and the equities of the situation support an
exemption. For example, although an Access Person may buy a stock as a
long-term investment, that stock may have to be sold involuntarily due
to unforeseen activity such as a merger.
IMPLEMENTATION
1. The 60-Day Rule applies to all Access Persons, as defined in the
Definitions section of the Code.
2. Calculation of whether there has been a profit is based upon the
market prices of the securities. The calculation is not net of
commissions or other sales charges.
3. As an example, an Access Person would not be permitted to sell a
security at $12 that he purchased within the prior 60 days for $10.
Similarly, an Access Person would not be permitted to purchase a
security at $10 that she had sold within the prior 60 days for $12.
If the proposed transaction would be made at a loss, it would be
permitted if the pre-clearance requirements are met. See, Section I,
Rule 1.
COMMENTS
1. The prohibition against short-term trading profits by Access Persons
is designed to minimize the possibility that they will capitalize
inappropriately on the market impact of trades involving a client
portfolio about which they might possibly have information.
2. Although Chief Investment Officers, Portfolio Managers, and Analysts
may sell securities at a profit within 60 days of purchase in order to
comply with the requirements of the 7-Day Rule applicable to them
(described below), the profit will have to be disgorged to charity
under the terms of the 7-Day Rule.
3. Access Persons occasionally make a series of transactions in securities
over extended periods of time. For example, an Access Person bought
100 shares of Stock X on Day 1 at $100 per share and then bought 50
additional shares on Day 45 at $95 per share. On Day 75, the Access
Person sold 20 shares at $105 per share. The question arises whether
the Access Person violated the 60-Day Rule. The characterization of
the employee's tax basis in the shares sold determines the analysis.
If, for personal income tax purposes, the Access Person characterizes
the shares sold as having a basis of $100 per share (i.e., shares
purchased on Day 1), the transaction would be consistent with the 60-Day
Rule. However, if the tax basis in the shares is $95 per share (i.e.,
shares purchased on Day 45), the transaction would violate the 60-Day Rule.
Certain Investment Professionals
RULE 2 ("7-DAY" RULE)
(a) Portfolio Managers: Before a portfolio manager (including a Chief
Investment Officer with respect to an account he manages) places an
order to buy a security for any Putnam client portfolio that he manages,
he shall sell any such security or related derivative security purchased
in a transaction for his personal account within the preceding seven
calendar days.
(b) Co-Managers: Before a portfolio manager places an order to buy a
security for any Putnam client he manages, his co-manager shall sell any
such security or related derivative security purchased in transaction
for his personal account within the preceding seven calendar days.
(c) Analysts: Before an analyst makes a buy recommendation for a
security (including designation of a security for inclusion in the
portfolio of the Putnam Research Fund), he shall sell any such security
or related derivative security purchased in a transaction for his
personal account within the preceding seven calendar days.
EXCEPTIONS
None.
COMMENTS
1. This Rule applies to portfolio managers (including Chief Investment
Officers with respect to accounts they manage) in connection with any
purchase (no matter how small) in any client account managed by that
portfolio manager or CIO (even so-called "clone accounts"). In
particular, it should be noted that the requirements of this rule also
apply with respect to purchases in client accounts, including "clone
accounts," resulting from "cash flows." To comply with the requirements
of this rule, it is the responsibility of each portfolio manager or CIO
to be aware of the placement of all orders for purchases of a security
by client accounts that he or she manages for 7 days following the
purchase of that security for his or her personal account.
2. An investment professional who must sell securities to be in
compliance with the 7-Day Rule must absorb any loss and disgorge to
charity any profit resulting from the sale.
3. This Rule is designed to avoid even the appearance of a conflict of
interest between an investment professional and a Putnam client. A more
stringent rule is warranted because, with their greater knowledge and
control, these investment professionals are in a better position than
other employees to create an appearance of manipulation of Putnam client
accounts for personal benefit.
4. "Portfolio manager" is used in this Section as a functional label,
and is intended to cover any employee with authority to authorize a
trade on behalf of a Putnam client, whether or not such employee bears
the title "portfolio manager." "Analyst" is also used in this Section as
a functional label, and is intended to cover any employee who is not a
portfolio manager but who may make recommendations regarding investments
for Putnam clients.
RULE 3 ("BLACKOUT RULE")
(a) Portfolio Managers: No portfolio manager (including a Chief
Investment Officer with respect to an account she manages) shall: (i)
sell any security or related derivative security for her personal
account until seven calendar days have elapsed since the most recent
purchase of that security or related derivative security by any Putnam
client portfolio she manages or co-manages; or (ii) purchase any
security or related derivative security for her personal account until
seven calendar days have elapsed since the most recent sale of that
security or related derivative security from any Putnam client portfolio
that she manages or co-manages.
(b) Analysts: No analyst shall: (i) sell any security or related
derivative security for his personal account until seven calendar days
have elapsed since his most recent buy recommendation for that security
or related derivative security (including designation of a security for
inclusion in the portfolio of the Putnam Research Fund); or (ii)
purchase any security or related derivative security for his personal
account until seven calendar days have elapsed since his most recent
sell recommendation for that security or related derivative security
(including the removal of a security from the portfolio of the Putnam
Research Fund).
EXCEPTIONS
None.
COMMENTS
1. This Rule applies to portfolio managers (including Chief Investment
Officers with respect to accounts they manage) in connection with to any
transaction (no matter how small) in any client account managed by that
portfolio manager or CIO (even so-called "clone accounts"). In
particular, it should be noted that the requirements of this rule also
apply with respect to transactions in client accounts, including "clone
accounts," resulting from "cash flows." In order to comply with the
requirements of this rule, it is the responsibility of each portfolio
manager and CIO to be aware of all transactions in a security by client
accounts that he or she manages that took place within the 7 days
preceding a transaction in that security for his or her personal
account.
2. This Rule is designed to prevent a Putnam portfolio manager or
analyst from engaging in personal investment conduct that appears to be
counter to the investment strategy she is pursuing or recommending on
behalf of a Putnam client.
3. Trades by a Putnam portfolio manager for her personal account in the
"same direction" as the Putnam client portfolio she manages, and trades
by an analyst for his personal account in the "same direction" as his
recommendation, do not present the same danger, so long as any "same
direction" trades do not violate other provisions of the Code or the
Policy Statements.
RULE 4 ("CONTRA TRADING" RULE)
(a) Portfolio Managers: No portfolio manager shall, without prior
clearance, sell out of his personal account securities or related
derivative securities held in any Putnam client portfolio that he
manages or co-manages.
(b) Chief Investment Officers: No Chief Investment Officer shall,
without prior clearance, sell out of his personal account securities or
related derivative securities held in any Putnam client portfolio
managed in his investment group.
EXCEPTIONS
None, unless prior clearance is given.
IMPLEMENTATION
A. Individuals Authorized to Give Approval. Prior to engaging in any
such sale, a portfolio manager shall seek approval, in writing, of the
proposed sale. In the case of a portfolio manager or director, prior
written approval of the proposed sale shall be obtained from a Chief
Investment Officer to whom he reports or, in his absence, another Chief
Investment Officer. In the case of a Chief Investment Officer, prior
written approval of the proposed sale shall be obtained from another
Chief Investment Officer. In addition to the foregoing, prior written
approval must also be obtained from the Code of Ethics Officer.
B. Contents of Written Approval. In every instance, the written approval
form attached as Appendix C (or such other form as the Code of Ethics
Officer shall designate) shall be used. The written approval should be
signed by the Chief Investment Officer giving approval and dated the
date such approval was given, and shall state, briefly, the reasons why
the trade was allowed and why the investment conduct pursued by the
portfolio manager, director, or chief investment officer was deemed
inappropriate for the Putnam client account controlled by the individual
seeking to engage in the transaction for his personal account. Such
written approval shall be sent by the Chief Investment Officer approving
the transaction to the Code of Ethics Officer within twenty-four hours
or as promptly as circumstances permit. Approvals obtained after a
transaction has been completed or while it is in process will not
satisfy the requirements of this Rule.
COMMENT
This Rule, like Rule 3 of this Section, is designed to prevent a Putnam
portfolio manager from engaging in personal investment conduct that
appears to be counter to the investment strategy that he is pursuing on
behalf of a Putnam client.
RULE 5
No portfolio manager shall cause, and no analyst shall recommend, a
Putnam client to take action for the portfolio manager's or analyst's
own personal benefit.
EXCEPTIONS
None.
COMMENTS
1. A portfolio manager who trades in, or an analyst who recommends,
particular securities for a Putnam client account in order to support
the price of securities in his personal account, or who "front runs" a
Putnam client order is in violation of this Rule. Portfolio managers
and analysts should be aware that this Rule is not limited to personal
transactions in securities (as that word is defined in "Definitions").
Thus, a portfolio manager or analyst who "front runs" a Putnam client
purchase or sale of obligations of the U.S. government is in violation
of this Rule, although U.S. government obligations are excluded from
the definition of "security."
2. This Rule is not limited to instances when a portfolio manager or
analyst has malicious intent. It also prohibits conduct that creates an
appearance of impropriety. Portfolio managers and analysts who have
questions about whether proposed conduct creates an appearance of
impropriety should seek a prior written determination from the Code of
Ethics Officer, using the procedures described in Section VII, Part 3.
* Section III. Prohibited Conduct for All Employees
RULE 1
All employees must comply with applicable laws and regulations as well
as company policies. This includes tax, antitrust, political
contribution, and international boycott laws. In addition, no employee
at Putnam may engage in fraudulent conduct of any kind.
EXCEPTIONS
None.
COMMENTS
1. Putnam may report to the appropriate legal authorities conduct by
Putnam employees that violates this rule.
2. It should also be noted that the U.S. Foreign Corrupt Practices Act
makes it a criminal offense to make a payment or offer of payment to
any non-U.S. governmental official, political party, or candidate to
induce that person to affect any governmental act or decision, or to
assist Putnam's obtaining or retaining business.
RULE 2
No Putnam employee shall conduct herself in a manner which is contrary
to the interests of, or in competition with, Putnam or a Putnam client,
or which creates an actual or apparent conflict of interest with a
Putnam client.
EXCEPTIONS
None.
COMMENTS
1. This Rule is designed to recognize the fundamental principle that Putnam
employees owe their chief duty and loyalty to Putnam and Putnam clients.
2. It is expected that a Putnam employee who becomes aware of an investment
opportunity that she believes is suitable for a Putnam client who she
services will present it to the appropriate portfolio manager, prior to
taking advantage of the opportunity herself.
RULE 3
No Putnam employee shall seek or accept gifts, favors, preferential
treatment, or special arrangements of material value from any
broker-dealer, investment adviser, financial institution, corporation,
or other entity, or from any existing or prospective supplier of goods
or services to Putnam or Putnam Funds. Specifically, any gift over $100
in value, or any accumulation of gifts which in aggregate exceeds $100
in value from one source in one calendar year, is prohibited. Any Putnam
employee who is offered or receives an item prohibited by this Rule must
report the details in writing to the Code of Ethics Officer.
EXCEPTIONS
None.
COMMENTS
1. This rule is intended to permit only proper types of customary business
amenities. Listed below are examples of items that would be permitted
under proper circumstances and of items that are prohibited under this
rule. These examples are illustrative and not all-inclusive.
Notwithstanding these examples, a Putnam employee may not, under any
circumstances, accept anything that could create the appearance of any
kind of conflict of interest. For example, acceptance of any
consideration is prohibited if it would create the appearance of a
"reward" or inducement for conducting Putnam business either with the
person providing the gift or his employer.
2. This rule also applies to gifts or "favors" of material value that an
investment professional may receive from a company or other entity being
researched or considered as a possible investment for a Putnam client
account.
3. Among items not considered of "material value" which, under proper
circumstances, would be considered permissible are:
(a) Occasional lunches or dinners conducted for business purposes;
(b) Occasional cocktail parties or similar social gatherings conducted for
business purposes;
(c) Occasional attendance at theater, sporting or other entertainment events
conducted for business purposes; and
(d) Small gifts, usually in the nature of reminder advertising, such as pens,
calendars, etc., with a value of no more than $100.
4. Among items which are considered of "material value" and which are
prohibited are:
(a) Entertainment of a recurring nature such as sporting events, theater,
golf games, etc.;
(b) The cost of transportation to a locality outside the Boston metropolitan
area, and lodging while in another locality, unless such attendance and
reimbursement arrangements have received advance written approval of the
Code of Ethics Officer;
(c) Personal loans to a Putnam employee on terms more favorable than those
generally available for comparable credit standing and collateral; and
(d) Preferential brokerage or underwriting commissions or spreads or
allocations of shares or interests in an investment for the personal
account of a Putnam employee.
5. As with any of the provisions of the Code of Ethics, a sincere belief by
the employee that he was acting in accordance with the requirements of
this Rule will not satisfy his obligations under the Rule. Therefore, an
employee who is in doubt concerning the propriety of any gift or "favor"
should seek a prior written determination from the Code of Ethics Officer,
as provided in Part 3 of Section VII.
RULE 4
No Putnam employee may pay, offer, or commit to pay any amount of
consideration which might be or appear to be a bribe or kickback in
connection with Putnam's business.
EXCEPTIONS
None.
COMMENT
Although the rule does not specifically address political contributions,
Putnam employees should be aware that it is against corporate policy to
use company assets to fund political contributions of any sort, even
where such contributions may be legal. No Putnam employee should offer
or agree to make any political contributions (including political
dinners and similar fund-raisers) on behalf of Putnam, and no employee
will be reimbursed by Putnam for such contributions made by the employee
personally.
RULE 5
No contributions may be made with corporate funds to any political party
or campaign, whether directly or by reimbursement to an employee for the
expense of such a contribution. No Putnam employee shall solicit any
charitable, political or other contributions using Putnam letterhead or
making reference to Putnam in the solicitation. No Putnam employee shall
personally solicit any such contribution while on Putnam business.
EXCEPTIONS
None.
COMMENT
1. Putnam has established a political action committee (PAC) that contributes
to worthy candidates for political office. Any request received by a
Putnam employee for a political contribution must be directed to Putnam's
Legal and Compliance Department.
2. This rule does not prohibit solicitation on personal letterhead by Putnam
employees. Nonetheless, Putnam employees should use discretion in
soliciting contributions from individuals or entities who provide services
to Putnam. There should never be a suggestion that any service provider
must contribute to keep Putnam's business.
RULE 6
No unauthorized disclosure may be made by any employee or former
employee of any trade secrets or proprietary information of Putnam or of
any confidential information. No information regarding any Putnam client
portfolio, actual or proposed securities trading activities of any
Putnam client, or Putnam research shall be disclosed outside the Putnam
organization without a valid business purpose.
EXCEPTIONS
None.
COMMENT
All information about Putnam and Putnam clients is strictly
confidential. Putnam research information should not be disclosed
unnecessarily and never for personal gain.
RULE 7
No Putnam employee shall serve as officer, employee, director, trustee
or general partner of a corporation or entity other than Putnam, without
prior approval of the Code of Ethics Officer.
EXCEPTION
Charitable or Non-profit Exception. This Rule shall not prevent any
Putnam employee from serving as officer, director, or trustee of a
charitable or not-for-profit institution, provided that the employee
abides by the spirit of the Code of Ethics and the Policy Statements
with respect to any investment activity for which she has any discretion
or input as officer, director, or trustee. The pre-clearance and
reporting requirements of the Code of Ethics do not apply to the trading
activities of such charitable or not-for-profit institutions for which
an employee serves as an officer, director, or trustee.
COMMENTS
1. This Rule is designed to ensure that Putnam cannot be deemed an affiliate
of any issuer of securities by virtue of service by one of its officers
or employees as director or trustee.
2. Certain charitable or not-for-profit institutions have assets (such as
endowment funds or employee benefit plans) which require prudent
investment. To the extent that a Putnam employee (because of her position
as officer, director, or trustee of an outside entity) is charged with
responsibility to invest such assets prudently, she may not be able to
discharge that duty while simultaneously abiding by the spirit of the
Code of Ethics and the Policy Statements. Employees are cautioned that
they should not accept service as an officer, director, or trustee of an
outside charitable or not-for-profit entity where such investment
responsibility is involved, without seriously considering their ability
to discharge their fiduciary duties with respect to such investments.
RULE 8
No Putnam employee shall serve as a trustee, executor, custodian, any
other fiduciary, or as an investment adviser or counselor for any
account outside Putnam.
EXCEPTIONS
Charitable or Religious Exception. This Rule shall not prevent any
Putnam employee from serving as fiduciary with respect to a religious or
charitable trust or foundation, so long as the employee abides by the
spirit of the Code of Ethics and the Policy Statements with respect to
any investment activity over which he has any discretion or input. The
pre-clearance and reporting requirements of the Code of Ethics do not
apply to the trading activities of such a religious or charitable trust
or foundation.
Family Trust or Estate Exception. This Rule shall not prevent any
Putnam employee from serving as fiduciary with respect to a family trust
or estate, so long as the employee abides by all of the Rules of the
Code of Ethics with respect to any investment activity over which he has
any discretion.
COMMENT
The roles permissible under this Rule may carry with them the obligation
to invest assets prudently. Once again, Putnam employees are cautioned
that they may not be able to fulfill their duties in that respect while
abiding by the Code of Ethics and the Policy Statements.
RULE 9
No Putnam employee may be a member of any investment club.
EXCEPTIONS
None.
COMMENT
This Rule guards against the danger that a Putnam employee may be in
violation of the Code of Ethics and the Policy Statements by virtue of
his personal securities transactions in or through an entity that is not
bound by the restrictions imposed by this Code of Ethics and the Policy
Statements. Please note that this restriction also applies to the
spouse of a Putnam employee and any relatives of a Putnam employee
living in the same household as the employee, as their transactions are
covered by the Code of Ethics (see page x).
RULE 10
No Putnam employee may become involved in a personal capacity in
consultations or negotiations for corporate financing, acquisitions or
other transactions for outside companies (whether or not held by any
Putnam client), nor negotiate nor accept a fee in connection with these
activities without obtaining the prior written permission of the
president of Putnam Investments.
EXCEPTIONS
None.
RULE 11
No new types of securities or instruments may be purchased for a Putnam
fund or other client account without following the procedures set forth
in Appendix D.
EXCEPTIONS
None.
COMMENT
See Appendix D.
RULE 12
No employee may create or participate in the creation of any record that
is intended to mislead anyone or to conceal anything that is improper.
In addition, all employees responsible for the preparation, filing, or
distribution of any regulatory filings or public communications must
ensure that such filings or communications are timely, complete, fair,
accurate, and understandable.
EXCEPTIONS
None.
COMMENTS
1. In many cases, this is not only a matter of company policy and ethical
behavior but also required by law. Our books and records must accurately
reflect the transactions represented and their true nature. For example,
records must be accurate as to the recipient of all payments; expense
items, including personal expense reports, must accurately reflect the
true nature of the expense. No unrecorded fund or asset shall be
established or maintained for any reason.
2. All financial books and records must be prepared and maintained in
accordance with Generally Accepted Accounting Principles and Putnam's
existing accounting controls, to the extent applicable.
RULE 13
No employee should have any direct or indirect (including by a family
member or close relative) personal financial interest (other than normal
investments not material to the employee in the entity's publicly traded
securities) in any business, with which Putnam has dealings unless such
interest is disclosed and approved by the Code of Ethics Officer.
RULE 14
No employee shall, with respect to any affiliate of Putnam that provides
investment advisory services and is listed below in Comment 4 to this
Rule, as revised from time to time (each an "NPA"),
(a) directly or indirectly seek to influence the purchase, retention, or
disposition of, or exercise of voting, consent, approval or similar
rights with respect to, any portfolio security in any account or fund
advised by the NPA and not by Putnam,
(b) transmit any information regarding the purchase, retention or
disposition of, or exercise of voting, consent, approval or similar
rights with respect to, any portfolio security held in a Putnam or NPA
client account to any personnel of the NPA,
(c) transmit any trade secrets, proprietary information, or confidential
information of Putnam to the NPA without a valid business purpose,
(d) use confidential information or trade secrets of the NPA for the
benefit of the employee, Putnam, or any other NPA, or
(e) breach any duty of loyalty to the NPA by virtue of service as a
director or officer of the NPA.
COMMENTS
1. Sections (a) and (b) of the Rule are designed to help ensure that the
portfolio holdings of Putnam clients and clients of the NPA need not be
aggregated for purposes of determining beneficial ownership under
Section 13(d) of the Securities Exchange Act or applicable regulatory
or contractual investment restrictions that incorporate such definition
of beneficial ownership. Persons who serve as directors or officers of
both Putnam and an NPA would take care to avoid even inadvertent
violations of Section (b). Section (a) does not prohibit a Putnam
employee who serves as a director or officer of the NPA from seeking
to influence the modification or termination of a particular investment
product or strategy in a manner that is not directed at any specific
securities. Sections (a) and (b) do not apply when a Putnam affiliate
serves as an adviser or subadviser to the NPA or one of its products,
in which case normal Putnam aggregation rules apply.
2. As a separate entity, any NPA may have trade secrets or confidential
information that it would not choose to share with Putnam. This choice
must be respected.
3. When Putnam employees serve as directors or officers of an NPA, they are
subject to common law duties of loyalty to the NPA, despite their Putnam
employment. In general, this means that when performing their duties as
NPA directors or officers, they must act in the best interest of the NPA
and its shareholders. Putnam's Legal and Compliance Department will assist
any Putnam employee who is a director or officer of an NPA and has
questions about the scope of his or her responsibilities to the NPA.
4. Entities that are currently non-Putnam affiliates within the scope of this
Rule are: Cisalpina Gestioni, S.p.A., PanAgora Asset Management Inc.,
PanAgora Asset Management Ltd., Nissay Asset Management Co., Ltd.,
Thomas H. Lee Partners, L.P., Ampega Asset Management, GMBH, and Sceptre
Investment Counsel, Ltd.
RULE 15
No employee shall use computer hardware, software, data, Internet,
electronic mail, voice mail, electronic messaging ("e-mail" or "cc:
Mail"), or telephone communications systems in a manner that is
inconsistent with their use as set forth in policy statements governing
their use that are adopted from time to time by Putnam. No employee
shall introduce a computer "virus" or computer code that may result in
damage to Putnam's information or computer systems.
EXCEPTIONS
None.
COMMENT
Putnam's policy statements relating to these matters are contained in
the "Computer System and Network Responsibilities" section of the
"Employment Issues" category within the Employee Handbook. The on-line
Employee Handbook is located in the Putnam ibenefitcenter
(https://www.ibenefitcenter.com) at the "Policies and Procedures"
section of the "Workplace Community" tab.
RULE 16
All employees must follow and abide by the spirit of the Code of Ethics
and the Standards of Professional Conduct of the Association of
Investment Management and Research (AIMR). The texts of the AIMR Code
of Ethics and Standards of Professional Conduct are set forth in Exhibit
E.
RULE 17
Except as provided below, no employee may disclose to any outside
organization or person any non-public personal information about any
individual who is a current or former shareholder of any Putnam retail
or institutional fund, or current or former client of a Putnam company.
All employees shall follow the security procedures as established from
time to time by a Putnam company to protect the confidentiality of all
shareholder and client account information.
Except as Putnam's Legal and Compliance Department may expressly
authorize, no employee shall collect any non-public personal information
about a prospective or current shareholder of a Putnam Fund or
prospective or current client of a Putnam company, other than through an
account application (or corresponding information provided by the
shareholder's financial representative) or in connection with executing
shareholder or client transactions, nor shall any information be
collected other than the following: name, address, telephone number,
social security number, and investment, broker, and transaction
information.
EXCEPTIONS
Putnam Employees. Non-public personal information may be disclosed to
Putnam employees in connection with processing transactions or
maintaining accounts for shareholders of a Putnam fund and clients of a
Putnam company, to the extent that access to such information is
necessary to the performance of that employee's job functions.
Shareholder Consent Exception. Non-public personal information about a
shareholder's or client's account may be provided to a non-Putnam
organization at the specific request of the shareholder or client or
with the shareholder's or client's prior written consent.
Broker or Adviser Exception. Non-public personal information about a
shareholder's or client's account may be provided to the shareholder's
or client's broker of record.
Third Party Service Provider Exception. Non-public personal information
may be disclosed to a service provider that is not affiliated with a
Putnam fund or Putnam company only when such disclosure is necessary for
the service provider to perform the specific services contracted for,
and only (a) if the service provider executes Putnam's standard
confidentiality agreement, or (b) pursuant to an agreement containing a
confidentiality provision that has been approved by the Legal and
Compliance Department. Examples of such service providers include proxy
solicitors and proxy vote tabulators, mail services and providers of
other administrative services, and Information Services Division
consultants who have access to non-public personal information.
COMMENTS
1. Non-public personal information is any information that personally
identifies a shareholder of a Putnam fund or client of a Putnam company
and is not derived from publicly available sources. This privacy policy
applies to shareholders or clients that are individuals, not institutions.
However, as a general matter, all information that we receive about a
shareholder of a Putnam fund or client of a Putnam company shall be
treated as confidential. No employee may sell or otherwise provide
shareholder or client lists or any other information relating to a
shareholder or client to any marketing organization.2. All Putnam
employees with access to shareholder or client account information must
be trained in and follow Putnam's security procedures designed to
safeguard that information from unauthorized use. For example, a
telephone representative must be trained in and follow Putnam's security
procedures to verify the identity of a caller requesting account
information.
3. Any questions regarding this privacy policy should be directed to Putnam's
Legal and Compliance Department. A violation of this policy will be subject
to the sanctions imposed for violations of Putnam's Code of Ethics.
4. Employees must report any violation of this policy or any possible breach
of the confidentiality of client information (whether intentional or
accidental) to the Managing Director in charge of the employee's business
unit. Managing Directors who are notified of such a violation or possible
breach must immediately report it in writing to Putnam's General Counsel
and, in the event of a breach of computerized data, Putnam's Chief
Technology Officer.
RULE 18
No employee may engage in any money laundering activity or facilitate
any money-laundering activity through the use of any Putnam account or
client account. Any situations giving rise to a suspicion that
attempted money laundering may be occurring in any account must be
reported immediately to the Managing Director in charge of the
employee's business unit. Managing Directors who are notified of such a
suspicion of money laundering activity must immediately report it in
writing to Putnam's General Counsel and Chief Financial Officer.
RULE 19
All employees must comply with the record retention requirements
applicable to the business unit.
COMMENT
Employees should check with their managers or the Chief Administrative
Officer of their division to determine what record retention
requirements apply to their business unit.
* Section IV. Special Rules for Officers and Employees of Putnam
Investments Limited
RULE 1
In situations subject to Section I.A., Rule 1 (Restricted List Personal
Securities Transactions), the Putnam Investments Limited. ("PIL") employee
must obtain clearance not only as provided in that rule, but also from PIL's
Compliance Officer or her designee, who must approve the transaction before
any trade is placed and record the approval.
EXCEPTIONS
None.
IMPLEMENTATION
Putnam's Code of Ethics Administrator in Boston (the "Boston
Administrator") has also been designated the Assistant Compliance
Officer of PIL and has been delegated the right to approve or disapprove
personal securities transactions in accordance with the foregoing
requirement. Therefore, approval from the Code of Ethics Administrator
for PIL employees to make personal securities investments constitutes
approval under the Code of Ethics and also for purposes of compliance
with IMRO, the U.K. self-regulatory organization that regulates PIL.
The position of London Code of Ethics Administrator (the "London
Administrator") has also been created (Jane Barlow is the current London
Administrator). All requests for clearances must be made by e-mail to
the Boston Administrator copying the London Administrator. The e-mail
must include the number of shares to be bought or sold and the name of
the broker(s) involved. Where time is of the essence clearances can be
made by telephone to the Boston Administrator but they must be followed
up by e-mail.
Both the Boston and London Administrators will maintain copies of all
clearances for inspection by senior management and regulators.
RULE 2
No PIL employee may trade with any broker or dealer unless that broker
or dealer has sent a letter to the London Administrator agreeing to
deliver copies of trade confirmations to PIL. No PIL employee may enter
into any margin or any other special dealing arrangement with any
broker-dealer without the prior written consent of the PIL Compliance
Officer.
EXCEPTIONS
None.
IMPLEMENTATION
PIL employees will be notified separately of this requirement once a
year by the PIL Compliance Officer, and are required to provide an
annual certification of compliance with the Rule.
All PIL employees must inform the London Administrator of the names of
all brokers and dealers with whom they trade prior to trading. The
London Administrator will send a letter to the broker(s) in question
requesting them to agree to deliver copies of confirms to PIL. The
London Administrator will forward copies of the confirms to the Boston
Administrator. PIL employees may trade with a broker only when the
London Administrator has received the signed agreement from that broker.
RULE 3
For purposes of the Code of Ethics, including Putnam's Policy Statement
on Insider Trading Prohibitions, PIL employees must also comply with
Part V of the Criminal Justice Act 1993 on insider dealing.
EXCEPTIONS
None.
IMPLEMENTATION
To ensure compliance with U.K. insider dealing legislation, PIL
employees must observe the relevant procedures set forth in PIL's
Compliance Manual, a copy of which is sent to each PIL employee, and
sign an annual certification as to compliance.
* Section V. Reporting Requirements for All Employees
Reporting of Personal Securities Transactions
RULE 1
Each Putnam employee shall ensure that broker-dealers send all
confirmations of securities transactions for his personal accounts to
the Code of Ethics Officer. (For the purpose of this Rule, "securities"
shall include securities of The Marsh & McLennan Companies, Inc., and
any option on a security or securities index, including broad-based
market indexes.)
EXCEPTIONS
None.
IMPLEMENTATION
1. Putnam employees must instruct their broker-dealers to send
confirmations to Putnam and must follow up with the broker-dealer
on a reasonable basis to ensure that the instructions are being
followed. Putnam employees should contact the Code of Ethics
Administrator to obtain a letter from Putnam authorizing the setting
up of a personal brokerage account. Confirmations should be submitted
to the Code of Ethics Administrator. (Specific procedures apply to
employees of Putnam Investments Limited ("PIL"). Employees of PIL
should contact the London Code of Ethics Administrator.) Failure of a
broker-dealer to comply with the instructions of a Putnam employee to
send confirmations shall be a violation by the Putnam employee of this
Rule.
COMMENTS
1. "Transactions for personal accounts" is defined broadly to include more
than transaction in accounts under an employee's own name. See Definitions.
2. A confirmation is required for all personal securities transactions,
whether or not exempted or excepted by this Code.
3. To the extent that a Putnam employee has investment authority over
securities transactions of a family trust or estate, confirmations of
those transactions must also be made, unless the employee has received a
prior written exception from the Code of Ethics Officer.
RULE 2
Every Access Person shall file a quarterly report, within ten calendar
days of the end of each quarter, recording all purchases and sales of
any securities for personal accounts as defined in the Definitions. (For
the purpose of this Rule, "securities" shall include any option on a
security or securities index, including broad-based market indexes.)
EXCEPTIONS
None.
IMPLEMENTATION
All employees required to file such a report will receive by e-mail a
blank form at the end of the quarter from the Code of Ethics
Administrator. The form will specify the information to be reported. The
form shall also contain a representation that employees have complied
fully with all provisions of the Code of Ethics.
COMMENT
1. The date for each transaction required to be disclosed in the quarterly
report is the trade date for the transaction, not the settlement date.
2. If the requirement to file a quarterly report applies to you and you
fail to report within the required 10-day period, salary increases and
bonuses will be reduced in accordance with guidelines stated in the form.
Reporting of Personal Securities Holdings
RULE 3
Access Persons must disclose all personal securities holdings to the
Code of Ethics Officer upon commencement of employment and thereafter on
an annual basis.
EXCEPTIONS
None.
COMMENT
These requirements are mandated by SEC regulations and are designed to
facilitate the monitoring of personal securities transactions. Putnam's
Code of Ethics Administrator will provide Access Persons with the form
for making these reports and the specific information that must be
disclosed at the time that the disclosure is required.
Other Reporting Policies
The following rules are designed to ensure that Putnam's internal
Control and Reporting professionals are aware of all items that might
need to be addressed by Putnam or reported to appropriate entities.
RULE 4
If a Putnam employee suspects that fraudulent or other irregular
activity might be occurring at Putnam, the activity must be reported
immediately to the Managing Director in charge of that employee's
business unit. Managing Directors who are notified of any such activity
must immediately report it in writing to Putnam's Chief Financial
Officer or Putnam's General Counsel.
RULE 5
Putnam employees must report all communications from regulatory or
government agencies (federal, state, or local) to the Managing Director
in charge of their business unit. Managing Directors who are notified
of any such communication must immediately report it in writing to
Putnam's Chief Financial Officer or Putnam's General Counsel.
RULE 6
All claims, circumstances or situations that could give rise to a claim
against Putnam that come to the attention of a Putnam employee must be
reported through the employee's management structure up to the Managing
Director in charge of the employee's business unit. Managing Directors
who are notified of any such claim, circumstance or situation that might
give rise to a claim against Putnam for more than $100,000 must
immediately report in writing it to Putnam's Chief Financial Officer or
Putnam's General Counsel.
RULE 7
All possible violations of law or regulations at Putnam that come to the
attention of a Putnam employee must be reported immediately to the
Managing Director in charge of the employee's business unit. Managing
Directors who are notified of any such activity must immediately report
it in writing to Putnam's Chief Financial Officer or Putnam's General
Counsel.
RULE 8
Putnam employees must report all requests by anyone for Putnam to
participate in or cooperate with an international boycott to the
Managing Director in charge of their business unit. Managing Directors
who are notified of any such request must immediately report it in
writing to Putnam's Chief Financial Officer or Putnam's General Counsel.
RULE 9
If a Putnam employee believes that there has been a violation of any of
the rules of the Code of Ethics, that employee must promptly notify the
Code of Ethics Officer, Bill Woolverton, or the Deputy Code of Ethics
Officer, Andy Hachey, of the violation.
* Section VI. Education Requirements
Every Putnam employee has an obligation to fully understand the
requirements of the Code of Ethics. The Rules set forth below are
designed to enhance this understanding.
RULE 1
A copy of the Code of Ethics will be distributed to every Putnam
employee periodically. All Access Persons will be required to certify
periodically that they have read, understood, and will comply with the
provisions of the Code of Ethics, including the Code's Policy Statement
Concerning Insider Trading Prohibitions.
RULE 2
Every investment professional will attend a meeting periodically at
which the Code of Ethics will be reviewed.
* Section VII. Compliance and Appeal Procedures
1. Assembly of Restricted List. The Code of Ethics Administrator will
coordinate the assembly and maintenance of the Restricted List. The
list will be assembled each day by 11:30 a.m. EST. No employee may
engage in a personal securities transaction without prior clearance
on any day, even if the employee believes that the trade will be
subject to an exception. Note that pre-clearance may be obtained
after 9:00 a.m. for purchases or sales of up to 1,000 shares of
issuers having a market capitalization in excess of $5 billion.
2. Consultation of Restricted List. It is the responsibility of each
employee to pre-clear through the pre-clearance system or consult
with the Code of Ethics Administrator prior to engaging in a personal
securities transaction, to determine if the security he proposes to
trade is on the Restricted List and, if so, whether it is subject to
the "Large Cap" limitation. The pre-clearance system and the Code of
Ethics Administrator will be able to tell an employee whether a security
is on the Restricted List. No other information about the Restricted
List is available through the pre-clearance system. The Code of Ethics
Administrator shall not be authorized to answer any questions about the
Restricted List, or to render an opinion about the propriety of a
particular personal securities transaction. Any such questions shall be
directed to the Code of Ethics Officer.
3. Request for Determination. An employee who has a question concerning the
applicability of the Code of Ethics to a particular situation shall
request a determination from the Code of Ethics Officer before engaging
in the conduct or personal securities transaction about which he has a
question.
If the question pertains to a personal securities transaction, the request
shall state for whose account the transaction is proposed, the relationship
of that account to the employee, the security proposed to be traded, the
proposed price and quantity, the entity with whom the transaction will
take place (if known), and any other information or circumstances of the
trade that could have a bearing on the Code of Ethics Officer's
determination. If the question pertains to other conduct, the request for
determination shall give sufficient information about the proposed conduct
to assist the Code of Ethics Officer in ascertaining the applicability of
the Code. In every instance, the Code of Ethics Officer may request
additional information, and may decline to render a determination if the
information provided is insufficient.
The Code of Ethics Officer shall make every effort to render a determination
promptly.
No perceived ambiguity in the Code of Ethics shall excuse any violation.
Any person who believes the Code to be ambiguous in a particular situation
shall request a determination from the Code of Ethics Officer.
4. Request for Ad Hoc Exemption. Any employee who wishes to obtain an ad hoc
exemption under Section I.D., Rule 2, shall request from the Code of Ethics
Officer an exemption in writing in advance of the conduct or transaction
sought to be exempted. In the case of a personal securities transaction,
the request for an ad hoc exemption shall give the same information about
the transaction required in a request for determination under Part 3 of
this Section, and shall state why the proposed personal securities
transaction would be unlikely to affect a highly institutional market, or
is unrelated economically to securities to be purchased, sold, or held by
any Putnam client. In the case of other conduct, the request shall give
information sufficient for the Code of Ethics Officer to ascertain whether
the conduct raises questions of propriety or conflict of interest (real or
apparent).
The Code of Ethics Officer shall make every effort to promptly render a
written determination concerning the request for an ad hoc exemption.
5. Appeal to Code of Ethics Officer with Respect to Restricted List. If an
employee ascertains that a security that he wishes to trade for his
personal account appears on the Restricted List, and thus the transaction
is prohibited, he may appeal the prohibition to the Code of Ethics Officer
by submitting a written memorandum containing the same information as would
be required in a request for a determination. The Code of Ethics Officer
shall make every effort to respond to the appeal promptly.
6. Information Concerning Identity of Compliance Personnel. The names of Code
of Ethics personnel are available by contacting the Legal and Compliance
Department.
Appendix A
Policy Statement Concerning Insider Trading Prohibitions
PUTNAM INVESTMENTS
[SCALE LOGO OMITTED]
* Preamble
Putnam has always forbidden trading on material nonpublic information
("inside information") by its employees. Tougher federal laws make it
important for Putnam to restate that prohibition in the strongest
possible terms, and to establish, maintain, and enforce written policies
and procedures to prevent the misuse of material nonpublic information.
Unlawful trading while in possession of inside information can be a
crime. Today, federal law provides that an individual convicted of
trading on inside information go to jail for some period of time. There
is also significant monetary liability for an inside trader; the
Securities and Exchange Commission can seek a court order requiring a
violator to pay back profits and penalties of up to three times those
profits. In addition, private plaintiffs can seek recovery for harm
suffered by them. The inside trader is not the only one subject to
liability. In certain cases, "controlling persons" of inside traders
(including supervisors of inside traders or Putnam itself) can be liable
for large penalties.
Section 1 of this Policy Statement contains rules concerning inside
information. Section 2 contains a discussion of what constitutes
unlawful insider trading.
Neither material nonpublic information nor unlawful insider trading is
easy to define. Section 2 of this Policy Statement gives a general
overview of the law in this area. However, the legal issues are complex
and must be resolved by the Code of Ethics Officer. If an employee has
any doubt as to whether she has received material nonpublic information,
she must consult with the Code of Ethics Officer prior to using that
information in connection with the purchase or sale of a security for
his own account or the account of any Putnam client, or communicating
the information to others. A simple rule of thumb is if you think the
information is not available to the public at large, don't disclose it
to others and don't trade securities to which the inside information
relates. If an employee has failed to consult the Code of Ethics
Officer, Putnam will not excuse employee misuse of inside information on
the ground that the employee claims to have been confused about this
Policy Statement or the nature of the information in his possession.
If Putnam determines, in its sole discretion, that an employee has
failed to abide by this Policy Statement, or has engaged in conduct that
raises a significant question concerning insider trading, he will be
subject to disciplinary action, including termination of employment.
THERE ARE NO EXCEPTIONS TO THIS POLICY STATEMENT AND NO ONE IS EXEMPT.
* Definitions: Insider Trading
Gender references in Appendix A alternate.
Code of Ethics Administrator. The individual designated by the Code of
Ethics Officer to assume responsibility for day-to-day,
non-discretionary administration of this Policy Statement.
Code of Ethics Officer. The Putnam officer who has been assigned the
responsibility of enforcing and interpreting this Policy Statement. The
Code of Ethics Officer shall be the General Counsel or such other person
as is designated by the President of Putnam Investments. If he is
unavailable, the Deputy Code of Ethics Officer (to be appointed by the
Code of Ethics Officer) shall act in his stead.
Immediate family. Spouse, minor children or other relatives living in
the same household as the Putnam employee.
Purchase or sale of a security. Any acquisition or transfer of any
interest in the security for direct or indirect consideration, including
the writing of an option.
Putnam. Any or all of Putnam Investments, LLC, and its subsidiaries, any
one of which shall be a "Putnam company."
Putnam client. Any of the Putnam Funds, or any advisory or trust client
of Putnam.
Putnam employee (or "employee"). Any employee of Putnam.
Security. Anything defined as a security under federal law. The term
includes any type of equity or debt security, any interest in a business
trust or partnership, and any rights relating to a security, such as put
and call options, warrants, convertible securities, and securities
indices. (Note: The definition of "security" in this Policy Statement
varies significantly from that in the Code of Ethics. For example, the
definition in this Policy Statement specifically includes securities of
The Marsh & McLennan Companies, Inc.)
Transaction for a personal account (or "personal securities
transaction"). Securities transactions: (a) for the personal account of
any employee; (b) for the account of a member of the immediate family of
any employee; (c) for the account of a partnership in which a Putnam
employee or immediate family member is a partner with investment
discretion; (d) for the account of a trust in which a Putnam employee or
immediate family member is a trustee with investment discretion; (e) for
the account of a closely-held corporation in which a Putnam employee or
immediate family member holds shares and for which he has investment
discretion; and (f) for any account other than a Putnam client account
which receives investment advice of any sort from the employee or
immediate family member, or as to which the employee or immediate family
member has investment discretion.
Officers and employees of Putnam Investments Limited ("PIL") must also
consult the relevant procedures on compliance with U.K. insider dealing
legislation set forth in PEL's Compliance Manual (see Rule 3 of Section
IV of the Code of Ethics).
* Section 1. Rules Concerning Inside Information
RULE 1
No Putnam employee shall purchase or sell any security listed on the
Inside Information List (the "Red List") either for his personal account
or for a Putnam client.
IMPLEMENTATION
When an employee contacts the Code of Ethics Administrator seeking
clearance for a personal securities transaction, the Code of Ethics
Administrator's response as to whether a security appears on the
Restricted List will include securities on the Red List.
COMMENT
This Rule is designed to prohibit any employee from trading a security
while Putnam may have inside information concerning that security or the
issuer. Every trade, whether for a personal account or for a Putnam
client, is subject to this Rule.
RULE 2
No Putnam employee shall purchase or sell any security, either for a
personal account or for the account of a Putnam client, while in
possession of material, nonpublic information concerning that security
or the issuer, without the prior written approval of the Code of Ethics
Officer.
IMPLEMENTATION
In order to obtain prior written approval of the Code of Ethics Officer,
a Putnam employee should follow the reporting steps prescribed in Rule
3.
COMMENTS
1. Rule 1 concerns the conduct of an employee when Putnam possesses
material nonpublic information. Rule 2 concerns the conduct of an
employee who herself possesses material, nonpublic information about
a security that is not yet on the Red List.
2. If an employee has any question as to whether information she possesses
is material and/or nonpublic information, she must contact the Code of
Ethics Officer in accordance with Rule 3 prior to purchasing or selling
any security related to the information or communicating the information
to others. The Code of Ethics Officer shall have the sole authority to
determine what constitutes material, nonpublic information for the
purposes of this Policy Statement. An employee's mistaken belief that
the information was not material nonpublic information will not excuse a
violation of this Policy Statement.
RULE 3
Any Putnam employee who believes he may have received material,
nonpublic information concerning a security or the issuer shall
immediately report the information to the Code of Ethics Officer and to
no one else. After reporting the information, the Putnam employee shall
comply strictly with Rule 2 by not trading in the security without the
prior written approval of the Code of Ethics Officer and shall: (a) take
precautions to ensure the continued confidentiality of the information;
and (b) refrain from communicating the information in question to any
person.
EXCEPTION
This rule shall not apply to material, nonpublic information obtained by
Putnam employees who are directors or trustees of publicly traded
companies, to the extent that such information is received in their
capacities as directors or trustees, and then only to the extent such
information is not communicated to anyone else within the Putnam
organization.
IMPLEMENTATION
1. In order to make any use of potential material, nonpublic information,
including purchasing or selling a security or communicating the
information to others, an employee must communicate that information
to the Code of Ethics Officer in a way designed to prevent the spread
of such information. Once the employee has reported potential material,
nonpublic information to the Code of Ethics Officer, the Code of Ethics
Officer will evaluate whether information constitutes material,
nonpublic information, and whether a duty exists that makes use of such
information improper. If the Code of Ethics Officer determines either
(a) that the information is not material or is public, or (b) that use
of the information is proper, he will issue a written approval to the
employee specifically authorizing trading while in possession of the
information, if the employee so requests. If the Code of Ethics Officer
determines (a) that the information may be nonpublic and material, and
(b) that use of such information may be improper, he will place the
security that is the subject of such information on the Red List.
2. An employee who reports potential inside information to the Code of
Ethics Officer should expect that the Code of Ethics Officer will need
significant information to make the evaluation described in the foregoing
paragraph, including information about (a) the manner in which the employee
acquired the information, and (b) the identity of individuals to whom the
employee has revealed the information, or who have otherwise learned the
information. The Code of Ethics Officer may place the affected security or
securities on the Red List pending the completion of his evaluation.
3. If an employee possesses documents, disks, or other materials containing
the potential inside information, an employee must take precautions to
ensure the confidentiality of the information in question. Those
precautions include (a) putting documents containing such information out
of the view of a casual observer, and (b) securing files containing such
documents or ensuring that computer files reflecting such information are
secure from viewing by others.
* Section 2. Overview of Insider Trading
A. Introduction
This section of the Policy Statement provides guidelines for employees as
to what may constitute inside information. It is possible that in the
course of her employment, an employee may receive inside information. No
employee should misuse that information, either by trading for her own
account or by communicating the information to others.
B. What constitutes unlawful insider trading?
The basic definition of unlawful insider trading is trading on material,
nonpublic information (also called "inside information") by an individual
who has a duty not to "take advantage" of the information. What does this
definition mean? The following sections help explain the definition.
1. What is material information?
Trading on inside information is not a basis for liability unless the
information is material. Information is "material" if a reasonable person
would attach importance to the information in determining his course of
action with respect to a security. Information which is reasonably likely
to affect the price of a company's securities is "material," but effect on
price is not the sole criterion for determining materiality. Information
that employees should consider material includes but is not limited to:
dividend changes, earnings estimates, changes in previously released
earnings estimates, reorganization, recapitalization, asset sales, plans
to commence a tender offer, merger or acquisition proposals or agreements,
major litigation, liquidity problems, significant contracts, and
extraordinary management developments.
Material information does not have to relate to a company's business. For
example, a court considered as material certain information about the
contents of a forthcoming newspaper column that was expected to affect the
market price of a security. In that case, a reporter for The Wall Street
Journal was found criminally liable for disclosing to others the dates
that reports on various companies would appear in the Journal's "Heard on
the Street" column and whether those reports would be favorable or not.
2. What is nonpublic information?
Information is nonpublic until it has been effectively communicated to,
and sufficient opportunity has existed for it to be absorbed by, the
marketplace. One must be able to point to some fact to show that the
information is generally public. For example, information found in a
report filed with the Securities and Exchange Commission, or appearing
in Dow Jones, Reuters Economic Services, The Wall Street Journal, or
other publications of general circulation would be considered public.
3. Who has a duty not to "take advantage" of inside information?
Unlawful insider trading occurs only if there is a duty not to "take
advantage" of material nonpublic information. When there is no such duty,
it is permissible to trade while in possession of such information.
Questions as to whether a duty exists are complex, fact-specific, and
must be answered by a lawyer.
a. Insiders and Temporary Insiders. Corporate "insiders" have a duty not to
take advantage of inside information. The concept of "insider" is broad.
It includes officers, directors, and employees of a corporation. In
addition, a person can be a "temporary insider" if she enters into a
special confidential relationship with a corporation and as a result is
given access to information concerning the corporation's affairs. A
temporary insider can include, among others, accounting firms, consulting
firms, law firms, banks and the employees of such organizations. Putnam
would generally be a temporary insider of a corporation it advises or for
which it performs other services, because typically Putnam clients expect
Putnam to keep any information disclosed to it confidential.
EXAMPLE
An investment adviser to the pension fund of a large publicly-traded
corporation, Acme, Inc., learns from an Acme employee that Acme will not
be making the minimum required annual contribution to the pension fund
because of a serious downturn in Acme's financial situation. The
information conveyed is material and nonpublic.
COMMENT
Neither the investment adviser, its employees, nor clients can trade on
the basis of that information, because the investment adviser and its
employees could be considered "temporary insiders" of Acme.
b. Misappropriators. Certain people who are not insiders (or temporary
insiders) also have a duty not to deceptively take advantage of inside
information. Included in this category is an individual who
"misappropriates" (or takes for his own use) material, nonpublic
information in violation of a duty owed either to the corporation
that is the subject of inside information or some other entity. Such
a misappropriator can be held liable if he trades while in possession
of that material, nonpublic information.
EXAMPLE
The chief financial officer of Acme, Inc., is aware of Acme's plans to
engage in a hostile takeover of Profit, Inc. The proposed hostile
takeover is material and nonpublic.
COMMENT
The chief financial officer of Acme cannot trade in Profit, Inc.'s stock
for his own account. Even though he owes no duty to Profit, Inc., or its
shareholders, he owes a duty to Acme not to "take advantage" of the
information about the proposed hostile takeover by using it for his
personal benefit.
c. Tippers and Tippees. A person (the "tippee") who receives material,
nonpublic information from an insider or misappropriator (the "tipper")
has a duty not to trade while in possession of that information if he
knew or should have known that the information was provided by the tipper
for an improper purpose and in breach of a duty owed by the tipper. In
this context, it is an improper purpose for a person to provide such
information for personal benefit, such as money, affection, or friendship.
EXAMPLE
The chief executive officer of Acme, Inc., tells his daughter that
negotiations concerning a previously-announced acquisition of Acme have
been terminated. This news is material and, at the time the father tells
his daughter, nonpublic. The daughter sells her shares of Acme.
COMMENT
The father is a tipper because he has a duty to Acme and its
shareholders not to "take advantage" of the information concerning the
breakdown of negotiations, and he has conveyed the information for an
"improper" purpose (here, out of love and affection for his daughter).
The daughter is a "tippee" and is liable for trading on inside
information because she knew or should have known that her father was
conveying the information to her for his personal benefit, and that her
father had a duty not to "take advantage" of Acme information.
A person can be a tippee even if he did not learn the information
directly from the tipper, but learned it from a previous tippee.
EXAMPLE
An employee of a law firm which works on mergers and acquisitions learns
at work about impending acquisitions. She tells her friend and her
friend's stockbroker about the upcoming acquisitions on a regular basis.
The stockbroker tells the brother of a client on a regular basis, who in
turn tells two friends, A and B. A and B buy shares of the companies
being acquired before public announcement of the acquisition, and
regularly profit from such purchases. A and B do not know the employee
of the law firm. They do not, however, ask about the source of the
information.
COMMENT
A and B, although they have never heard of the tipper, are tippees
because they did not ask about the source of the information, even
though they were experienced investors, and were aware that the "tips"
they received from this particular source were always right.
C. Who can be liable for insider trading?
The categories of individuals discussed above (insiders, temporary
insiders, misappropriators or tippees) can be liable if they trade while
in possession of material nonpublic information.
In addition, individuals other than those who actually trade on inside
information can be liable for trades of others. A tipper can be liable
if (a) he provided the information in exchange for a personal benefit in
breach of a duty and (b) the recipient of the information (the "tippee")
traded while in possession of the information.
Most importantly, a controlling person can be liable if the controlling
person "knew or recklessly disregarded" the fact that the controlled
person was likely to engage in misuse of inside information and failed to
take appropriate steps to prevent it. Putnam is a "controlling person" of
its employees. In addition, certain supervisors may be "controlling
persons" of those employees they supervise.
EXAMPLE
A supervisor of an analyst learns that the analyst has, over a long
period of time, secretly received material inside information from Acme,
Inc.'s chief financial officer. The supervisor learns that the analyst
has engaged in a number of trades for his personal account on the basis
of the inside information. The supervisor takes no action.
COMMENT
Even if he is not liable to a private plaintiff, the supervisor can be
liable to the Securities and Exchange Commission for a civil penalty of
up to three times the amount of the analyst's profit. (Penalties are
discussed in the following section.)
D. Penalties for Insider Trading
Penalties for misuse of inside information are severe, both for individuals
involved in such unlawful conduct and their employers. A person who
violates the insider trading laws can be subject to some or all of the
penalties below, even if he does not personally benefit from the violation.
Penalties include:
- -- jail sentences (of which at least one to three years must be served)
- -- criminal penalties for individuals of up to $1,000,000, and for corporations
of up to $2,500,000
- -- injunctions permanently preventing an individual from working in the
securities industry
- -- injunctions ordering an individual to pay over profits obtained from
unlawful insider trading
- -- civil penalties of up to three times the profit gained or loss avoided
by the trader, even if the individual paying the penalty did not trade
or did not benefit personally
- -- civil penalties for the employer or other controlling person of up to the
greater of $1,000,000 or three times the amount of profit gained or loss
avoided
- -- damages in the amount of actual losses suffered by other participants in
the market for the security at issue.
Regardless of whether penalties or money damages are sought by others,
Putnam will take whatever action it deems appropriate (including
dismissal) if Putnam determines, in its sole discretion, that an
employee appears to have committed any violation of this Policy
Statement, or to have engaged in any conduct which raises significant
questions about whether an insider trading violation has occurred.
* Appendix B. Policy Statement Regarding Employee Trades in Shares of
Putnam Closed-End Funds
1. Pre-clearance for all employees
Any purchase or sale of Putnam closed-end fund shares by a Putnam
employee must be pre-cleared by the Code of Ethics Officer or, in his
absence, the Deputy Code of Ethics Officer. A list of the closed-end
funds can be obtained from the Code of Ethics Administrator. Trading in
shares of closed-end funds is subject to all the rules of the Code of
Ethics.
2. Special Rules Applicable to Managing Directors of Putnam Investment
Management, LLC and officers of the Putnam Funds
Please be aware that any employee who is a Managing Director of Putnam
Investment Management, Inc. (the investment manager of the Putnam mutual
funds) and officers of the Putnam Funds will not receive clearance to
engage in any combination of purchase and sale or sale and purchase of
the shares of a given closed-end fund within six months of each other.
Therefore, purchases should be made only if you intend to hold the
shares more than six months; no sales of fund shares should be made if
you intend to purchase additional shares of that same fund within six
months.
You are also required to file certain forms with the Securities and
Exchange Commission in connection with purchases and sales of Putnam
closed-end funds. Please contact the Code of Ethics Officer or Deputy
Code of Ethics Officer for further information.
3. Reporting by all employees
As with any purchase or sale of a security, duplicate confirmations of
all such purchases and sales must be forwarded to the Code of Ethics
Officer by the broker-dealer utilized by an employee. If you are
required to file a quarterly report of all personal securities
transactions, this report should include all purchases and sales of
closed-end fund shares.
Please contact the Code of Ethics Officer or Deputy Code of Ethics
Officer if there are any questions regarding these matters.
* Appendix C. Clearance Form for Portfolio Manager Sales Out of Personal
Account of Securities Also Held by Fund (For compliance with
"Contra-Trading" Rule)
TO: Code of Ethics Officer
FROM:
-------------------------------------------
DATE:
-------------------------------------------
RE: Personal Securities Transaction of
------------------------------
This serves as prior written approval of the personal securities
transaction described below:
NAME OF PORTFOLIO MANAGER CONTEMPLATING PERSONAL TRADE:
- -------------------------------------------------------------------------
SECURITY TO BE TRADED:
- -------------------------------------------------------------------------
AMOUNT TO BE TRADED:
-----------------------------------------------------
FUND HOLDING SECURITIES:
-------------------------------------------------
AMOUNT HELD BY FUND:
-----------------------------------------------------
REASON FOR PERSONAL TRADE:
-----------------------------------------------
SPECIFIC REASON SALE OF SECURITIES IS INAPPROPRIATE FOR FUND:
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
(Please attach additional sheets if necessary.)
CIO APPROVAL: DATE:
---------------------------------------------- --------
LEGAL/COMPLIANCE APPROVAL: DATE:
--------------------------------- --------
* Appendix D. Procedures for Approval of New Financial Instruments
1. Summary
a. Putnam has adopted procedures for the introduction of new instruments and
securities, focusing on, but not limited to, derivatives.
b. No new types of securities or instruments may be purchased for any
Putnam fund or other client account without the approval of Putnam's New
Securities Review Committee ("NSRC").
c. Putnam publishes from time to time a list of approved derivatives. The
purchase of any derivative not listed is prohibited without specific
authorization from the NSRC.
2. Procedures
a. Introduction. The purchase and sale of financial instruments that have not
been used previously at Putnam raise significant investment, business,
operational, and compliance issues. In order to address these issues in a
comprehensive manner, Putnam has adopted the following procedures for
obtaining approval of the use of new instruments or investments. In
addition, to provide guidance regarding the purchase of derivatives,
Putnam publishes from time to time a list of approved derivatives. Only
derivatives listed may be used for Putnam funds or accounts unless
specifically authorized by the NSRC.
b. Process of approval. An investment professional wishing to purchase a new
type of investment should discuss it with the Investment Division's
Administrative office (the current contact is Julie Malloy). Investment
Division Administration will coordinate a review of a new instrument by
appropriate NSRC members from an investment, operational and compliance
perspective, including the review of instruments by the Administrative
Services Division of PFTC. Based on this review, the NSRC will then
approve or disapprove the proposed new investment. Investment
professionals must build in adequate time for this review before planned
use of a new instrument. Further, the approval of the NSRC is only a
general one. Individual fund and account guidelines must be reviewed in
accordance with standard compliance procedures to determine whether
purchase is permitted. In addition, if the instrument involves legal
documentation, that documentation must be reviewed and be completed before
trading. The NSRC may prepare a compliance and operational manual for the
new derivative.
3. Violations
a. Putnam's Operating Committee has determined that adherence to rigorous
internal controls and procedures for novel securities and instruments is
necessary to protect Putnam's business standing and reputation. Violation
of these procedures will be treated as violation of both compliance
guidelines and Putnam's Code of Ethics. Putnam encourages questions and
expects that these guidelines will be interpreted conservatively.
Appendix E. AIMR Code of Ethics and Standards of Professional Conduct
The Code of Ethics (Full Text)
Members of the Association for Investment Management and Research shall:
1. Act with integrity, competence, dignity, and in an ethical manner when
dealing with the public, clients, prospects, employers, employees, and
fellow members.
2. Practice and encourage others to practice in a professional and ethical
manner that will reflect credit on members and their profession.
3. Strive to maintain and improve their competence and the competence
of others in the profession.
4. Use reasonable care and exercise independent professional judgment.
The Standards of Professional Conduct
All members of the Association for Investment Management and Research and
the holders of and candidates for the Chartered Financial Analyst designation
are obligated to conduct their activities in accordance with the following Code
of Ethics. Disciplinary sanctions may be imposed for violations of the Code and
Standards.
Fundamental Responsibilities
Relationships with and Responsibilities to a Profession
Relationships with and Responsibilities to an Employer
Relationships with and Responsibilities to Clients and Prospects
Relationships with and Responsibilities to the Public
Standards of Practice Handbook
Standard I: Fundamental Responsibilities
Members shall:
A. Maintain knowledge of and comply with all applicable laws, rules, and
regulations (including AIMR's Code of Ethics and Standards of Professional
Conduct) of any government, governmental agency, regulatory organization,
licensing agency, or professional association governing the members'
professional activities.
B. Not knowingly participate in or assist any violation of such laws, rules, or
regulations.
Standard II: Relationships with and Responsibilities to the Profession
A. Use of Professional Designation.
1. AIMR members may reference their membership only in a dignified and
judicious manner. The use of the reference may be accompanied by an
accurate explanation of the requirements that have been met to obtain
membership in these organizations.
2. Those who have earned the right to use the Chartered Financial Analyst
designation may use the marks "Chartered Financial Analyst" or "CFA" and
are encouraged to do so, but only in a proper, dignified, and judicious
manner. The use of the designation may be accompanied by an accurate
explanation of the requirements that have been met to obtain the right to
use the designation.
3. Candidates in the CFA Program, as defined in the AIMR Bylaws, may
reference their participation in the CFA Program, but the reference must
clearly state that an individual is a candidate in the CFA Program and
cannot imply that the candidate has achieved any type of partial
designation.
B. Professional Misconduct.
1. Members shall not engage in any professional conduct involving
dishonesty, fraud, deceit, or misrepresentation or commit any act that
reflects adversely on their honesty, trustworthiness, or professional
competence.
2. Members and candidates shall not engage in any conduct or commit any
act that compromises the integrity of the CFA designation or the integrity
or validity of the examinations leading to the award of the right to use
the CFA designation.
C. Prohibition against Plagiarism.
Members shall not copy or use, in substantially the same form as the
original, material prepared by another without acknowledging and
identifying the name of the author, publisher, or source of such
material. Members may use, without acknowledgment, factual information
published by recognized financial and statistical reporting services or
similar sources.
Standard III: Relationships with and Responsibilities to the Employer
A. Obligation to Inform Employer of Code and Standards. Members shall:
1. Inform their employer in writing, through their direct supervisor,
that they are obligated to comply with the Code and Standards and are
subject to disciplinary sanctions for violations thereof.
2. Deliver a copy of the Code and Standards to their employer if the
employer does not have a copy.
B. Duty to Employer. Members shall not undertake any independent
practice that could result in compensation or other benefit in
competition with their employer unless they obtain written consent from
both their employer and the persons or entities for whom they undertake
independent practice.
C. Disclosure of Conflicts to Employer. Members shall:
1. Disclose to their employer all matters, including beneficial
ownership of securities or other investments, that reasonably could be
expected to interfere with their duty to their employer or ability to
make unbiased and objective recommendations.
2. Comply with any prohibitions on activities imposed by their employer if a
conflict of interest exists.
D. Disclosure of Additional Compensation Arrangements. Members shall
disclose to their employer in writing all monetary compensation or other
benefits that they receive for their services that are in addition to
compensation or benefits conferred by a member's employer.
E. Responsibilities of Supervisors. Members with supervisory
responsibility, authority, or the ability to influence the conduct of
others shall exercise reasonable supervision over those subject to their
supervision or authority to prevent any violation of applicable
statutes, regulations, or provisions of the Code and Standards. In so
doing, members are entitled to rely on reasonable procedures to detect
and prevent such violations.
Standard IV: Relationships with and Responsibilities to Clients and
Prospects
A. Investment Process.
A.1 Reasonable Basis and Representations. Members shall:
a. Exercise diligence and thoroughness in making investment
recommendations or in taking investment actions.
b. Have a reasonable and adequate basis, supported by appropriate
research and investigation, for such recommendations or actions.
c. Make reasonable and diligent efforts to avoid any material
misrepresentation in any research report or investment recommendation.
d. Maintain appropriate records to support the reasonableness of such
recommendations or actions.
A.2 Research Reports. Members shall:
a. Use reasonable judgment regarding the inclusion or exclusion of relevant
factors in research reports.
b. Distinguish between facts and opinions in research reports.
c. Indicate the basic characteristics of the investment involved when
preparing for public distribution a research report that is not directly
related to a specific portfolio or client.
A.3 Independence and Objectivity. Members shall use reasonable care and
judgment to achieve and maintain independence and objectivity in making
investment recommendations or taking investment action.
B. Interactions with Clients and Prospects.
B.1 Fiduciary Duties. In relationships with clients, members shall use
particular care in determining applicable fiduciary duty and shall
comply with such duty as to those persons and interests to whom the duty
is owed. Members must act for the benefit of their clients and place
their clients' interests before their own.
B.2 Portfolio Investment Recommendations and Actions. Members shall:
a. Make a reasonable inquiry into a client's financial situation,
investment experience, and investment objectives prior to making any
investment recommendations and shall update this information as
necessary, but no less frequently than annually, to allow the members to
adjust their investment recommendations to reflect changed
circumstances.
b. Consider the appropriateness and suitability of investment
recommendations or actions for each portfolio or client. In determining
appropriateness and suitability, members shall consider applicable
relevant factors, including the needs and circumstances of the portfolio
or client, the basic characteristics of the investment involved, and the
basic characteristics of the total portfolio. Members shall not make a
recommendation unless they reasonably determine that the recommendation
is suitable to the client's financial situation, investment experience,
and investment objectives.
c. Distinguish between facts and opinions in the presentation of investment
recommendations.
d. Disclose to clients and prospects the basic format and general
principles of the investment processes by which securities are selected
and portfolios are constructed and shall promptly disclose to clients
and prospects any changes that might significantly affect those
processes.
B.3 Fair Dealing. Members shall deal fairly and objectively with all
clients and prospects when disseminating investment recommendations,
disseminating material changes in prior investment recommendations, and
taking investment action.
B.4 Priority of Transactions. Transactions for clients and employers
shall have priority over transactions in securities or other investments
of which a member is the beneficial owner so that such personal
transactions do not operate adversely to their clients' or employer's
interests. If members make a recommendation regarding the purchase or
sale of a security or other investment, they shall give their clients
and employer adequate opportunity to act on their recommendations before
acting on their own behalf. For purposes of the Code and Standards, a
member is a "beneficial owner" if the member has
a. a direct or indirect pecuniary interest in the securities;
b. the power to vote or direct the voting of the shares of the securities or
investments;
c. the power to dispose or direct the disposition of the security or
investment.
B.5 Preservation of Confidentiality. Members shall preserve the
confidentiality of information communicated by clients, prospects, or
employers concerning matters within the scope of the client-member,
prospect-member, or employer-member relationship unless a member
receives information concerning illegal activities on the part of the
client, prospect, or employer.
B.6 Prohibition against Misrepresentation. Members shall not make any
statements, orally or in writing, that misrepresent
a. the services that they or their firms are capable of performing;
b. their qualifications or the qualifications of their firm;
c. the member's academic or professional credentials.
Members shall not make or imply, orally or in writing, any assurances or
guarantees regarding any investment except to communicate accurate
information regarding the terms of the investment instrument and the
issuer's obligations under the instrument.
B.7 Disclosure of Conflicts to Clients and Prospects. Members shall
disclose to their clients and prospects all matters, including
beneficial ownership of securities or other investments, that reasonably
could be expected to impair the members' ability to make unbiased and
objective recommendations.
B.8 Disclosure of Referral Fees. Members shall disclose to clients and
prospects any consideration or benefit received by the member or
delivered to others for the recommendation of any services to the client
or prospect.
Standard V: Relationships with and Responsibilities to the Public
A. Prohibition against Use of Material Nonpublic Information. Members
who possess material nonpublic information related to the value of a
security shall not trade or cause others to trade in that security if
such trading would breach a duty or if the information was
misappropriated or relates to a tender offer. If members receive
material nonpublic information in confidence, they shall not breach that
confidence by trading or causing others to trade in securities to which
such information relates. Members shall make reasonable efforts to
achieve public dissemination of material nonpublic information disclosed
in breach of a duty.
B. Performance Presentation.
1. Members shall not make any statements, orally or in writing, that
misrepresent the investment performance that they or their firms have
accomplished or can reasonably be expected to achieve.
2. If members communicate individual or firm performance information
directly or indirectly to clients or prospective clients, or in a manner
intended to be received by clients or prospective clients, members shall
make every reasonable effort to assure that such performance information
is a fair, accurate, and complete presentation of such performance.
* Index
"7-Day Rule"
for transactions by managers, analysts and CIOs, 14
"60-Day Rule", 13
Access Persons
definition, ix
special rules on trading, 13, 33
AIMR Code of Ethics and Standards of
Professional Conduct, 63
Analysts
special rules on trading by, 13
Appeals
Procedures, 39
Bankers' acceptances
excluded from securities, x
Blackout rule
on trading by portfolio managers, analysts and CIOs, 15
Boycotts
reporting of requests to participate, 35
Bribes, 21
CDs
excluded from securities, x
Claims against Putnam
reporting of, 35
Clearance
how long pre-clearance is valid, 4
required for personal securities transactions, 1
Closed-end funds
rules on trading, 57
Commercial paper
excluded from securities, x
Commodities (other than securities indices)
excluded from securities, x
Computer use
compliance with corporate policies required, 27
Confidentiality
required of all employees, 22, 27
Confirmations
of personal transactions required, 33
Conflicts of interest
with Putnam and Putnam clients prohibited, 19
Contra-trading rule
transactions by managers and CIOs, 16
Convertible securities
defined as securities, x
Currencies
excluded as securities, x
Director
serving as for another entity prohibited, 23
Employee
serving as for another entity prohibited, 23
Excessive trading (over 10 trades)
by employees strongly discouraged, 10
Exchange traded index funds, excluded from securities, x
Exemptions
basis for, 11
Family members
covered in personal securities transactions, x, 45
Fiduciary
serving as for another entity prohibited, 23
Fraudulent or irregular activities
reporting of, 35
Gifts
restrictions on receipt of by employees, 19
Government or regulatory agencies
reporting of communications from, 35
Holdings
disclosure of by Access Persons, 34
Initial public offerings/IPOs
purchases in prohibited, 6
Insider trading
policy statement and explanations, 41
prohibited, 9
Investment clubs
prohibited, 24
Investment Grade Exception
for clearance of fixed income securities on Restricted List, 2
Involuntary personal securities transactions
exempted, 11
exemption defined, 6
Large Cap Exception
for clearance of securities on Restricted List, 1
Market Timing, prohibition against, 9
Marsh & McLennan Companies stock
excluded from securities, x
Money market instruments
excluded from securities, x
Mutual fund shares (open end)
excluded from securities, x
Naked options
by employees discouraged, 10
New financial instruments
procedures for approval, 61
Non-Putnam affiliates (NPAs)
transactions and relationships with, 25
Officer
serving as for another entity prohibited, 26
Options
defined as securities, x
relationship to securities on Restricted or Red Lists, 5
Partner
serving as general partner of another entity prohibited, 23
Partnerships
covered in personal securities transactions, x, 45
Personal securities transaction
defined, x, 45
Pink sheet reports
quarterly reporting requirements, 34
Political contributions, 22
Portfolio managers
special rules on trading by, 13
Privacy Policy, 27
Private offerings or placements
purchases of prohibited, 7
Putnam Investments Limited
special rules for, 31
Quarterly Report of securities transactions, 34
Repurchase agreements
excluded from securities, x
Sale
defined, x, 45
Sanctions, viii
for failure to pre-clear properly, 3
Shares by subscription
procedures to preclear the purchase and sales of Shares by Subscription, 2
Short sales
by employees prohibited conduct, 6
Tender offers
partial exemption from clearance rules, 6
Trustee
serving as for another entity prohibited, 23
Trusts
covered in personal securities transactions, x, 45
U.S. government obligations
excluded from securities, x
Violations of Law
reporting of, 35
Warrants
defined as securities, x