working@Putnam August 2004
CODE OF ETHICS
CODE OF ETHICS
PUTNAM INVESTMENTS
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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 fund shareholders and other clients, or to do
anything that could damage or erode the trust our fund shareholders and
other clients place in Putnam and its employees.
TABLE OF CONTENTS
OVERVIEW.............................................................iii
PREAMBLE..............................................................vi
DEFINITIONS: Code of Ethics .........................................vii
SECTION I. Personal Securities Rules for All Employees ............... 1
A. Pre-clearance and the Restricted List ............................. 1
B. Prohibited Transactions.............................................5
C. Discouraged Transactions.......................................... 11
D. Exempted Transactions .............................................11
SECTION II. Additional Special Rules for Personal Securities
Transactions of Access Persons and Certain Investment Professionals.. 13
SECTION III. General Rules for All Employees .........................18
SECTION IV. Special Rules for Officers and Employees of Putnam
Investments Limited ................................................. 29
SECTION V. Reporting Requirements for All Employees.................. 31
SECTION VI. Education Requirements ...................................34
SECTION VII. Compliance and Appeal Procedures.........................35
APPENDIX A: Policy Statement Concerning Insider Trading Prohibitions
PREAMBLE ............................................................ 37
DEFINITIONS: Insider Trading..........................................38
SECTION I. Rules Concerning Inside Information .......................39
SECTION II. Overview of Insider Trading ..............................41
APPENDIX B: Policy Statement Regarding Employee Trades in Shares of
Putnam Closed-End Funds ..............................................45
APPENDIX C: Contra-Trading Rule Clearance Form........................46
APPENDIX D: AIMR Code of Ethics and Standards of
Professional Conduct .................................................47
APPENDIX E: Report of Entertainment Form..............................53
INDEX ................................................................55
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 online 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 fund shareholders or other 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 material, 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. An
employee aware of or in possession of inside information must report it
immediately to the Code of Ethics Officer. See Appendix A, Section ll:
Overview of Insider Trading.
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 or other entity 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. Clearance is
facilitated through the online pre-clearance system for equity
securities, and directly with the Code of Ethics Administrator for
fixed-income securities and transactions in Putnam closed-end funds.
Certain securities are exempted from this pre-clearance requirement
(e.g., shares of open-end (not closed-end) mutual funds).
Clearance must be obtained in advance, between 11:30 a.m. and 4:00 p.m.
Eastern Standard Time (EST) on the day of the trade, except in the case
of a trade for up to 1,000 shares of stock of an issuer whose
capitalization exceeds $5 billion, clearance may be obtained between
9:00 a.m. and 4:00 p.m. EST on the day of the trade. A clearance is
valid only for the day it is obtained. Putnam employees are strongly
discouraged from engaging in excessive trading for their personal
accounts. Beginning with the fourth quarter of 2004, employees will be
prohibited from making more than 25 trades in individual securities.
Trading in excess of this level will be reviewed with the Code of Ethics
Oversight Committee.
Putnam mutual funds
All employees and certain family members are subject to a minimum 90-day
holding period for shares in Putnam's open-end mutual funds. This
restriction does not apply to Putnam's money market funds. Except in
limited circumstances, all employees must hold Putnam open-end fund
shares in accounts at Putnam Preferred Access.
Portfolio managers and others with access to investment information
(so-called "Access Persons") are subject to a minimum one-year holding
period for holding Putnam open-end fund shares.
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. Note, however, that short selling "against the box" or
otherwise hedging an investment in shares of Marsh & McLennan (MMC)
stock is prohibited.
Confirmations of trading and periodic account statements
All Putnam employees must have their brokers send confirmations and
statements 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
Access persons 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 (even those to which pre-clearance may not apply)
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 may be reduced. Egregious conduct, e.g., willful
failures to report, will be subject to harsher sanctions, which may
include termination of employment.
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.
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. (Refer to Section II for details):
* 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 seven 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 seven 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 seven 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 an
appropriate CIO and the Code of Ethics Officer.
* No portfolio 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 as you are responsible for understanding the restrictions.
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 fund shareholders or other 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 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 advisor and its clients. 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.
The Code that follows represents a balancing of important interests. On
the one hand, as a registered investment advisor, 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 below are defined specifically for the purpose 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., beginning on the dates from
which the measurement is made.
Access Persons
Access Persons are (a) employees within Putnam's Investment Division,
and (b) 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 (such as certain Information Services Division employees and
certain members of the Legal and Compliance Department). Each employee
will be informed if he or she is considered a Code of Ethics Access
Person. The Code of Ethics Officer maintains a list of all Access
Persons.
Code of Ethics Administrator
The individual designated by the Code of Ethics Officer to assume
responsibility for day-to-day, nondiscretionary 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
Chief Compliance Officer or such other person as is designated by the
Chief Executive Officer of Putnam Investments. If the Code of Ethics
Officer is unavailable, the Deputy Code of Ethics Officer shall act in
his or her stead. The Code of Ethics Officer is Tony Ruys de Perez. The
Deputy Code of Ethics Officer is Kathleen Griffin.
Code of Ethics Oversight Committee
Has oversight responsibility for administering the Code of Ethics.
Members include the Code of Ethics Officer 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.
Narrow-based derivative
A future, swap, option, or similar derivative instrument whose return is
determined by reference to fewer than 25 underlying issuers. Single
stock futures and exchange traded funds based on fewer than 25 issuers
are included.
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 offered to the public and not requiring
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; this includes the writing of an option.
Putnam
Any or all of Putnam Investments Trust, and its subsidiaries, any one of
which shall be a Putnam company.
Putnam client
Any of the Putnam mutual 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; any rights relating to a
security, such as warrants, convertible securities, and any narrow-based
derivative. Pre-clearance in all trades for any narrow-based derivative
is required. 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. Exchange traded index funds containing a portfolio or
securities of 25 or more issuers (e.g., SPDRs, WEBs, QQQs), commodities,
and any option on a broad-based market index or an exchange-traded
futures contract or option thereon are excluded.
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 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. Pre-clearance and the Restricted List
Rule 1
No Putnam employee shall purchase or sell for his personal account any
security (other than shares of open-end investment companies) without
prior clearance obtained through Putnam's intranet pre-clearance system
(under the @Putnam tab of www.ibenefitcenter.com). Fixed-income
securities must be pre-cleared by calling the Code of Ethics
Administrator, and there are special rules for trading in Putnam
closed-end funds. See Appendix B. Subject to the limited exceptions
below, no clearance will be granted for securities appearing on the
Restricted List. Securities will 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 for any Putnam client, unless the security is a nonconvertible
investment grade rated (BBB by S&P or Baa by Moody's) fixed-income
investment;
(b) When such a security is a voting security of a corporation in the
banking, savings and loan, communications, or gaming (i.e., casinos)
industries, if holdings of Putnam clients in that corporation 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.
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 online at
ibenefitcenter.com. Select Employee Essentials under the @Putnam tab.
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. EST.
Pre-clearance of fixed income securities and Putnam closed-end funds
must be made by calling the Code of Ethics Administrator.
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 any applicable 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.
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. Pre-clearing Transactions Effected by Share Subscription. The
purchase 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) Because 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.
C. Trades in Approved Discretionary Brokerage Accounts. A transaction
does not need to be pre-cleared if it takes place in an account that the
Code of Ethics Officer has approved in writing as exempt from the
pre-clearance requirement. In the sole discretion of the Code of Ethics
Officer accounts that will be considered for exclusion from the
pre-clearance requirement are only those for which an employee's
securities broker or investment advisor has complete discretion (a
discretionary account) and the following conditions are met (i) the
employee certifies annually in writing that the employee has no
influence over the transactions in the discretionary account and is not
aware of the transactions in the discretionary account prior to their
execution, (ii) the compliance department of the employee's broker or
investment advisor certifies annually in writing that the employee has
no influence over the transactions in the discretionary account and is
not aware of the transactions in the discretionary account prior to
their execution; and (iii) each calendar quarter, the broker or
investment advisor sends Putnam's Code of Ethics Administrator copies of
each quarterly statement for the discretionary account. Employees
wishing to seek such an exemption must send a written request to the
Code of Ethics Administrator.
COMMENTS
* Pre-clearance. Subpart (a) of Rule 1 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.
* 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 (5% for public utilities) of any
issuer in those industries. 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.
* 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. The automatic 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.
* Involuntary transactions. Involuntary personal securities transactions
are exempted from the Code. Special attention should be paid to this
exemption. (See Section I.D.)
* 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.
* MMC securities. The pre-clearance, reporting and the rules applicable
to personal trading apply to securities of MMC, including MMC shares
held in the Putnam 401(k) plans and in the MMC Stock Purchase Plan.
SANCTION GUIDELINES
A. Failure to Pre-clear a Personal Trade
* First violation: One month trading ban with written warning that a
future violation will result in a longer trading ban.
* Second violation: Three month trading ban and written notice to the
Senior Managing Director of the employee's division.
* 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
* 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.
* Second violation: Disgorgement of any profit from the transaction,
three month trading ban, and written notice to the Senior Managing
Director of the employee's division.
* 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 two-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 has violated the Code of Ethics intentionally
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: (a) small-cap stocks (i.e., stocks not entitled to
the Large Cap exception) and (b) 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.
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. Employees are
prohibited from hedging investments made in securities of MMC.
EXCEPTIONS
Short selling against broad market indexes (such as the Dow Jones
Industrial Average, the NASDAQ index, and the S&P 100 and 500 indexes)
and short selling against the box are permitted (except that short
selling shares of MMC against the box is not 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
* 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.
* 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.
* 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. Privately placed
limited partnerships are specifically included in this Rule.
COMMENTS
* 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.
* 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.
* 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, and subject to the condition that the hedge fund does
not invest significantly in registered investment companies.
(b) Private placements where the investment cannot relate, or be
expected to relate, directly or indirectly to Putnam or investments by a
Putnam client.
* 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.
* 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
Putnam employees may not hold shares of Putnam open-end U.S. mutual
funds other than through accounts maintained at Putnam through Putnam
Preferred Access (PPA). Employees placing purchase orders in shares of
Putnam open-end funds must place such orders through Putnam and not
through an outside broker or other intermediary. Employees redeeming or
exchanging shares of Putnam open-end funds must place those orders
through Putnam and not through an outside broker or other intermediary.
Contact a PPA representative at 1-800-634-1590 for instructions on how
to transfer these funds.
NOTE:
For purposes of this Rule, "employee" includes:
* Members of the immediate family of a Putnam employee who share the
same household as the employee or for whom the Putnam employee has
investment discretion (family member);
* Any trust in which a Putnam employee or family member is a trustee
with investment discretion and in which such Putnam employee or any
family member are collectively beneficiaries;
* Any closely-held entity (such as a partnership, limited liability
company, or corporation) in which a Putnam employee and his or her
family members hold a controlling interest and with respect to which
they have investment discretion; and
* Any account (including any retirement, pension, deferred compensation,
or similar account) in which a Putnam employee or family member has a
substantial economic interest and over which said Putnam employee or
family member exercises investment discretion.
COMMENTS
* These requirements also apply to self-directed IRA accounts holding
Putnam fund shares.
* For Putnam Profit Sharing Plan or other Putnam deferred compensation
accounts, trades may continue to be placed through ibenefitcenter.com.
* These Rules apply to variable insurance accounts, which invest in
Putnam Variable Trust such as the Putnam/Hartford Capital Manager.
Employees must designate Putnam Retail Management as the broker of
record for all such accounts.
EXCEPTION
Retirement, pension, deferred compensation and similar accounts that
cannot be legally transferred to Putnam are not subject to the
requirement. For example, a spouse of a Putnam employee may have a
401(k) plan with her employer that invests in Putnam funds. Any employee
who continues to hold shares in open-end Putnam funds outside of Putnam
must notify the Code of Ethics Officer in writing of the account
information, provide the reason why the account cannot be transferred to
Putnam and arrange for a quarterly statement of transaction in such
account to be sent to the Code of Ethics Administrator.
Rule 7
(a) Employees defined in Rule 6 may not, within a 90-calendar day
period, make a purchase followed by a sale, or a sale followed by a
purchase, of shares of the same open-end Putnam mutual fund even if the
transactions occur in different accounts.
(b) Employees who are Access Persons may not, within a one-year period,
make a purchase followed by a sale, or a sale followed by a purchase, of
shares of the same open-end Putnam mutual fund or of shares of any U.S.
registered mutual fund to which Putnam acts as advisor or sub-advisor
even if the transactions occur in different accounts.
COMMENTS
* This restriction applies across all accounts maintained by an employee
as follows:
An employee who buys shares of an open-end Putnam mutual fund may not
sell any shares of the same mutual fund until 90 calendar days have
passed.
Example. If an employee buys shares of a Putnam fund on Day 1 for a
retail account and then sells (by exchange) shares of the same fund for
his or her Putnam Profit Sharing 401(k) Plan account on Day 85, the
employee has violated the rule.
Similarly, an employee who sells shares of an open-end Putnam mutual
fund may not buy any shares of the same mutual fund until 90 calendar
days have passed.
Example. If an employee sells shares of a Putnam fund on day 1 for a
retail account and then sells (by exchange out) shares of the same fund
for his or her Putnam Profit Sharing 401(k) Plan account on day 85, the
employee may not buy (or exchange in) shares of that fund in any account
until day 176, which is more than 90 days after the most recent sale of
shares of that fund.
* The purpose of these blackout periods restriction is to prevent any
market timing, or appearance of market timing activity.
* This Rule applies to transactions by a Putnam employee in any type of
account, including retail, IRA, variable annuity, college savings 529
plans, Profit Sharing 401(k) Plan, and any deferred compensation
accounts.
* The minimum sanction for an initial violation of the blackout period
shall be disgorgement of any profit made on the transaction. Additional
sanctions may apply, including termination of employment.
EXCEPTIONS
A. This restriction does not apply to Putnam's money market funds and
Putnam Stable Value Fund.
B. Profit Sharing 401(k) Plan Contributions and Payroll Deductions. The
90-day restriction is not triggered by initial allocation of regular
employee or employer contributions or forfeitures to an employee's
account under the terms of Putnam employee benefit plans or a Putnam
payroll deduction direct investment program; later exchanges of these
contributions will be subject to the 90-day blackout period.
C. Systematic Programs. This restriction does not apply with respect to
shares sold or acquired as a result of participation in a systematic
program for contributions, withdrawals or exchanges, provided that an
election to participate in any such program and the participation dates
of the program may not be changed more often than quarterly after the
program is elected by the employee. Access Persons may elect a quarterly
or semiannual rebalancing program although it may only be changed on an
annual basis;
D. Employee Benefit Plan Withdrawals and Distributions. This restriction
does not apply with respect to shares sold for withdrawals, loans or
distributions under the terms of Putnam employee benefit plans;
E. Dividends, Distributions, Mergers, and Share Class Conversions. This
restriction does not apply with respect to the requisitioned shares as a
result of reinvestment of dividends, distributions, mergers, conversions
of share classes, or other similar actions. Subsequent transactions with
respect to the shares will be covered.
F. In special situations, Putnam's Code of Ethics Oversight Committee
may grant exceptions to the blackout periods as a result of death,
disability, or special circumstances (such as, personal hardship), all
as determined from time to time by the Committee. Employees can request
an exception by submitting a written request to the Code of Ethics
Officer.
Rule 8: Good Until Canceled Orders
Good Until Canceled (GTC) Orders and Limit Orders are prohibited.
Any order not executed on the day of pre-clearance must be resubmitted
for pre-clearance before being executed on a subsequent day. "Good until
canceled" or "limit" orders are prohibited because of the potential
failure to pre-clear.
Rule 9: Excessive Trading
Putnam employees are strongly discouraged from engaging in excessive
trading for their personal accounts. Beginning with the fourth quarter
of 2004, employees will be prohibited from making more than 25 trades in
individual securities in any given quarter. Excessive trading within
Putnam open-end mutual funds is prohibited.
COMMENTS
* 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. Short-term trading is strongly discouraged while employees
are encouraged to take a long-term view.
* Employees should be aware that their trading activity is closely
monitored. Ten trades or more per quarter will be discouraged and will
warrant a review memo. Activity exceeding 25 trades per quarter will be
prohibited by the Code of Ethics Oversight Committee. Sanctions will be
imposed such as a trading ban or a more stringent sanction may be
determined at the discretion of the Committee. Different rules apply
with respect to trading in shares of Putnam open-end mutual funds. See
Section I. B, Rule 7 above.
C. Discouraged Transactions
Rule 1
Putnam employees are strongly discouraged from engaging in writing
(selling) naked options for their personal accounts.
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.
EXCEPTIONS
None.
D. Exempted Transactions
Rule 1
Transactions that 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
* This exemption is based on categories of conduct that the Securities
and Exchange Commission does not consider "abusive."
* 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.
* 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.
* 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 4.
Rule 2
Transactions that have been determined in writing by the Code of Ethics
Officer before the transaction occurs to be no more than remotely
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.
IMPLEMENTATION
An employee may seek an ad-hoc exemption under this Rule by following
the procedures in Section VII, Part 4.
COMMENTS
* This exemption is also based upon categories of conduct that the
Securities and Exchange Commission does not consider "abusive."
* 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 vii)
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
A. The 60-Day Rule applies to all Access Persons, as defined in the
Definitions section of the Code.
B. 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.
C. 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.
COMMENTS
* 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.
* 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.
* Effective in the fourth quarter of 2004, the 60-Day Rule will become a
Black Out Rule. An Access Person cannot trade a security within 60 days
regardless of tax lot election.
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) Comanagers: Before a portfolio manager places an order to buy a
security for any Putnam client he manages, his comanager shall sell any
such security or related derivative security purchased in a 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.
COMMENTS
* This Rule applies to portfolio managers (including chief investment
officers (CIO) 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 seven days following the
purchase of that security for his or her personal account.
* 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. The recipient charity will
be chosen by the Code of Ethics Officer.
* This Rule is designed to avoid even the appearance of a conflict of
interest between an investment professional and a Putnam client. A
greater burden is placed on these professionals given their positions in
the organization. Transactions executed for the employee's personal
account must be conducted in a manner consistent with the Code of Ethics
and in such a manner as to avoid any actual or perceived conflict of
interest or any abuse of the employee's position of trust and
responsibility.
* "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.
EXCEPTIONS
None.
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 comanages; 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 comanages.
(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).
COMMENTS
* 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 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 seven days preceding a transaction in
that security for his or her personal account.
* 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.
* 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.
EXCEPTIONS
None.
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 comanages
(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 and written approval are 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, for her approval, within
24 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
* 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.
* 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
General Rules for All Employees
Rule 1: Compliance with All Laws, Regulations and Policies
All employees must comply with applicable laws and regulations as well
as company policies. This includes tax, anti-trust, political
contribution, and international boycott laws. In addition, no employee
at Putnam may engage in fraudulent conduct of any kind.
EXCEPTIONS
None.
COMMENTS
* Putnam may report to the appropriate legal authorities conduct by
Putnam employees that violates this Rule.
* 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: Conflicts of Interest
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
* This Rule is designed to recognize the fundamental principle that
Putnam employees owe their chief duty and loyalty to Putnam and Putnam
clients.
* 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: Gifts and Entertainment Policy
No Putnam employee shall accept anything of material value from any
broker-dealer, financial institution, corporation or other entity, any
existing or prospective supplier of goods or services with a business
relationship to Putnam, or any company or other entity whose securities
are held in or are being considered as investments for the Putnam funds,
or any other client account. Included are gifts, favors, preferential
treatment, special arrangements, or access to special events.
COMMENTS
This Rule is intended to permit the acceptance of only proper types of
customary and limited business amenities.
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.
IMPLEMENTATION
A. Gifts. An employee may not accept small gifts with an aggregate value
of more than $100 in any year from any one source. Any Putnam employee
who is offered or receives an item exceeding $100 in value is prohibited
by this Rule and must report the details to the Code of Ethics Officer.
Any entertainment event provided to an employee where the host is not in
attendance is treated as a gift and is subject to the $100 per year per
source limit.
B. Entertainment. Putnam's rules are designed to permit reasonable,
ordinary business entertainment, but prohibit any events, which may be
perceived as extravagant or involving lavish expenditures.
1. Occasional lunches, dinners, cocktail parties, or comparable
gatherings conducted for business purposes are permitted.
For example, occasional attendance at group functions sponsored by sell
side firms is permitted where the function relates to investments or
other business activity. Occasional attendance at these functions is not
required to be counted against the limits described in paragraph 2(b)
below.
2. Other entertainment events, such as, sporting events, theater,
movies, concerts, or other forms of entertainment conducted for business
purposes, are permitted only under the following conditions:
(i) The host must be present for the event.
(ii) The location of the event must be in the metropolitan area in which
the office of the employee is located.
(iii) Spouses or other family members of the employee may not attend the
entertainment event or any meals before or after the entertainment
event.
(iv) The value of the entertainment event provided to the employee may
not exceed $150, not including the value of any meals that may be
provided to the employee before or after the event.
Acceptance of entertainment events having a market value materially
exceeding the face value of the entertainment including, for example,
attendance at sporting event playoff games, is prohibited. This
prohibition applies even if the face value of tickets to the events is
$150 or less or when the Putnam employee offers to pay for the tickets.
If there is any ambiguity about whether to accept an entertainment event
in these circumstances, please consult the Code of Ethics Officer.
(v) The employee may not accept entertainment events under this
provision (B)(2) more than six times a year and not more than two times
in any year from any single source.
(vi) The Code of Ethics Officer may grant exceptions to these rules. For
example, it may be appropriate for an employee attending a legitimate
conference in a location away from the office to attend a business
entertainment event in that location. All exceptions must be approved in
advance by written request to the Code of Ethics Officer.
3. Any employee attending any entertainment event under (B)(1) or (B)(2)
above must file a Report of Entertainment Form (attached as Appendix E)
with the Code of Ethics Officer within 10 days following the date of the
entertainment event. Failure to file the notice is a violation of the
Code of Ethics.
4. Meals and entertainment, which are part of the regular program at an
investment conference (i.e., open to all participants) are not subject
to the limits of this section (B)(2) above.
C. Among the items that are prohibited are:
1. Any entertainment event attendance, which would reflect badly on
Putnam as a firm of the highest fiduciary and ethical standards. For
example, events involving adult entertainment or gambling must be
avoided.
2. Entertainment involving travel away from the metropolitan area in
which the employee is located. Even in the event an exception is granted
as contemplated by (B)(2)(vi) above, payment by a third party of the
cost of transportation to a location outside the employee's metropolitan
area, lodging while in another location, and any meals not specifically
approved by the Code of Ethics officer, are prohibited;
3. Personal loans to a Putnam employee on terms more favorable than
those generally available for comparable credit standing and collateral;
and
4. Preferential brokerage or underwriting commissions or spreads or
allocations of shares or interests in an investment for the personal
account of a Putnam employee; and
5. Cash or cash equivalents
D. 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 number 3 of Section VII.
E. No Putnam employee may solicit any gift or entertainment from any
person, even if the gift or entertainment, if unsolicited, would be
permitted.
F. The Rule does not prohibit employees on business travel from using
local transportation and arrangements customarily supplied by brokers or
similar entities. For example, it is customary for brokers in developing
markets to make local transportation arrangements. These arrangements
are permitted so long as the expense of lodging and air travel are paid
by Putnam.
Rule 4: Anti-bribery/Kickback Policy
No Putnam employee shall 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
(which are described in Rule 5 below), 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 fundraisers) on
behalf of Putnam, and no employee will be reimbursed by Putnam for such
contributions made by the employee personally.
Rule 5: Political Contributions/Solicitations Policy
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.
COMMENTS
* 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.
* This rule prohibits solicitation on personal letterhead by Putnam
employees except as approved by the Code of Ethics Officer.
* Certain officers and employees of Putnam Retail Management and other
employees involved in Putnam's College Advantage Section 529 Plan with
Ohio Tuition Trust Authority are subject to special rules on political
contributions. For questions on these requirements, please call the Code
of Ethics Administrator.
Rule 6: Confidentiality of Putnam Business Information
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 unless doing so has a valid business purpose and is in
accord with any relevant procedures established by Putnam relating to
such disclosures.
COMMENT
All information about Putnam and Putnam clients is strictly
confidential. Putnam research information should not be disclosed
without proper approval and never for personal gain.
Rule 7: Roles At Other Entities
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. Requests for a role at a
publicly-traded company will be closely reviewed and permission will be
granted on an ad-hoc basis.
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 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 unless the
employee is responsible for day-to-day portfolio management of the
account.
COMMENTS
* 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.
* Positions with public companies are especially problematic and will
normally not be approved.
* 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: Role as Trustee or Fiduciary Outside of Putnam
No Putnam employee shall serve as a trustee, executor, custodian, any
other fiduciary, or as an investment advisor or counselor for any
account outside Putnam.
EXCEPTIONS
A. 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 unless the employee is responsible for day-to-day
portfolio management of the account.
B. 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: Investment Clubs
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 vii).
Rule 10: Business Negotiations For Putnam
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: Accurate Records
No employee may create, alter or destroy (or participate in the
creation, alteration or destruction of) any record that is intended to
mislead anyone or to conceal anything that is, or is reasonably believed
to be, 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
* 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.
* 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 12: Interest in Entities Doing Business with Putnam
No employee shall 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 13: Affiliated Entities
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 a Non-Putnam affiliate or 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 unless doing so has a valid business
purpose and is in accord with any relevant procedures established by
Putnam relating to such disclosures,
(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 derived from the employee's
service as a director or officer of the NPA.
COMMENTS
* 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 should 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
advisor or sub-advisor to the NPA or one of its products, in which case
normal Putnam aggregation rules apply.
* 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.
* 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.
* Entities that are currently non-Putnam affiliates within the scope of
this Rule are: Cisalpina Gestioni, S.p.A., Nissay Asset Management Co.,
Ltd., Thomas H. Lee Partners, L.P., Ampega Asset Management, GMBH, and
Sceptre Investment Counsel, Ltd.
Rule 14: Computer System/Network Policies
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.
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 online
Employee Handbook is located online at www.ibenefitcenter.com under
Policies and Procedures under the @Putnam tab.
EXCEPTIONS
None.
Rule 15: AIMR Code of Ethics
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 D.
EXCEPTIONS
None.
Rule 16: Privacy Policy
Except as provided below, no employee may disclose to any outside
organization or person any nonpublic 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 nonpublic 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
A. Putnam Employees. Nonpublic 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.
B. Shareholder Consent Exception. Nonpublic 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.
C. Broker or Advisor Exception. Nonpublic personal information about a
shareholder's or client's account may be provided to the shareholder's
or client's broker of record.
D. Third-Party Service Provider Exception. Nonpublic 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 nonpublic
personal information.
COMMENTS
* Nonpublic 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 who 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.
* 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.
* 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.
* 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
chief compliance officer and, in the event of a breach of computerized
data, Putnam's chief technology officer.
Rule 17: Anti-money Laundering Policy
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 chief compliance officer and chief financial officer.
Rule 18: Record Retention
All employees must comply with the record retention requirements
applicable to the business unit. 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 requirements of
Section I.A. 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 the Financial Services Authority, 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 may 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 and statements 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 UK 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 copies of all confirmations for
securities transactions for his personal brokerage accounts, and,
beginning in the fourth quarter 2004, brokerage account statements are
sent to the Putnam Compliance Department's (Code of Ethics
Administrator). (For the purpose of this Rule, securities shall also
include ETFs, futures, and other derivatives on broad-based market
indexes excluded from the pre-clearance requirement.) Statements and
confirmations are required for Putnam funds not held at PPA or in a
Putnam retirement plan, as well as for U.S. mutual funds sub-advised by
Putnam.
EXCEPTION
None.
IMPLEMENTATION
A. Putnam employees must instruct their broker-dealers to send
statements and confirmations to Putnam and must follow up with the
broker-dealer on a reasonable basis to ensure that the instructions are
being followed. For brokerage accounts, Putnam employees should contact
the Code of Ethics Administrator to obtain a letter from Putnam
authorizing the setting up of a personal brokerage account.
B. Statements and confirmations should be submitted to the Code of
Ethics Administrator.
C. Specific procedures apply to employees of PIL. Employees of PIL
should contact the London Code of Ethics Administrator.
D. 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. Similarly, failure by an employee to report the
existence of a personal account (and, if the account is opened after
joining Putnam, failure to obtain proper authorization to establish the
account) shall be a violation of this Rule.
E. Statements and confirmations must also be sent for members of an
employees' immediate family, including statements received with respect
to a family member's 401(k) plan at another employer.
COMMENTS
* Transactions for personal accounts is defined broadly to include more
than transaction in accounts under an employee's own name. See
Definitions.
* Statements and confirmations are required for all personal securities
transactions, whether or not exempted or excepted by this Code.
* 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 exchange traded
funds (ETF), futures, and any option on a security or securities index,
including broad-based market indexes excluded from the pre-clearance
requirement and also includes transactions in Putnam open-end funds if
the account for the Putnam funds is not held at PPA or in a Putnam
retirement plan and for transactions in U.S. mutual funds sub-advised by
Putnam.)
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.
COMMENTS
* The date for each transaction required to be disclosed in the
quarterly report is the trade date for the transaction, not the
settlement date.
* 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. It is the responsibility of the employee to request an early
report if he has knowledge of a planned absence, i.e., vacation or
business trip.
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 within ten
calendar days of hire and thereafter on an annual basis. This
requirement is mandated by SEC regulations and is 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.
Reporting Irregular Activity
Rule 4
If a Putnam employee suspects that fraudulent, illegal, or other
irregular activity (including violations of the Code of Ethics) might be
occurring at Putnam, the activity should 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 financial officer and Putnam's Chief
Compliance Officer.
An employee who does not feel comfortable reporting this activity to the
relevant managing director may instead contact the chief compliance
officer, the Putnam or MMC Ethics hotlines or the ombudsman.
Rule 5
Putnam has established a formal Office of the Ombudsman as an additional
mechanism for an employee to report an impropriety or conduct that is
not in line with the company's value system. The ombudsman is a person
who is authorized to receive complaints or questions confidentially
about alleged acts, omissions, improprieties, and broader systemic
problems within the organization. Communication with the Ombudsman is
confidential.
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
annually 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 employee will annually be required to complete training on
Putnam's Code of Ethics.
SECTION VII
Compliance and Appeal Procedures
A. 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. 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.
B. 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 exception. 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.
C. 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.
D. 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 number 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 reasonable efforts to promptly
render a written determination concerning the request for an ad hoc
exemption.
E. 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.
F. Information Concerning Identity of Compliance Personnel
The names of Code of Ethics personnel are available by contacting the
Legal and Compliance Department and will be published on Putnam's Web
site.
APPENDIX A: Policy Statement Concerning Insider Trading Prohibitions
PREAMBLE
Putnam has always forbidden trading on material nonpublic information
(inside information) by its employees. Tough federal laws make it
important for Putnam to state 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. Federal law provides that an individual convicted of trading on
inside information may go to jail for a 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, as well as penalties substantially greater than 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. An employee aware of or in possession of inside information
must report it immediately to the Code of Ethics Officer. 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.
APPENDIX A
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 chief compliance officer or such other person as is designated by
the chief executive officer of Putnam Investments. If he or she is
unavailable, the Deputy Code of Ethics Officer (to be appointed by the
Code of Ethics Officer) shall act in his or her 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, 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 all securities
of any type.)
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 PIL must also consult
the relevant procedures on compliance with U.K. insider dealing
legislation set forth in PIL's Compliance Manual (See Rule 3 of Section
IV of the Code of Ethics).
APPENDIX A
SECTION I: 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
* 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.
* 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.
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, the
Deputy Code of Ethics Officer or, in their absence, the general counsel
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.
IMPLEMENTATION
A. 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.
B. 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 (and time to gather such 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. In appropriate situations, the Code of Ethics Officer shall
place the affected security or securities on the Red List pending the
completion of his evaluation.
C. 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.
D. Members of the executive board of directors and members of chief
financial officer's staff may not trade securities of MMC in the period
from the end of each calendar quarter to the date of announcement of
MMC's earnings for such quarter.
COMMENTS
While all employees must pre-clear trades of MMC securities and make
sure they are not in possession of material inside information about MMC
when trading, certain employees who may receive information about
Putnam's earnings are subject to the rules above concerning trading
black out periods.
APPENDIX A
SECTION II: Overview of Insider Trading
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.
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. The following
sections help explain the definition.
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 that 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.
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.
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.
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 advisor 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 advisor or its employees, nor its clients can
trade on the basis of that information, because the investment advisor
and its employees could be considered "temporary insiders" of Acme.
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 Investment 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 Investment 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.
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.
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 Investment 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.)
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 types penalties below, even if he does not personally benefit
from the violation. Penalties include:
* Jail sentences, criminal monetary penalties.
* 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 substantially greater than 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.
* 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
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. The
automated pre-clearance system is not available for Putnam closed-end
fund clearance. Trading in shares of closed-end funds is subject to all
the rules of the Code of Ethics. Contact the Code of Ethics
Administrator with these pre-clearance requests.
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
Administrator for further information.
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: Contra-Trading Rule Clearance Form
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: 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:
* Act with integrity, competence, dignity, and in an ethical manner when
dealing with the public, clients, prospects, employers, employees, and
fellow members.
* Practice and encourage others to practice in a professional and
ethical manner that will reflect credit on members and their profession.
* Strive to maintain and improve their competence and the competence of
others in the profession.
* 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
Fundamental Responsibilities
Members shall 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. Not knowingly participate in or
assist any violation of such laws, rules, or regulations.
Relationships with and Responsibilities to the Profession
Use of Professional Designation
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.
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.
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.
Professional Misconduct
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.
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.
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.
Relationships with and Responsibilities to the Employer
Obligation to Inform Employer of Code and Standards
Members shall 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.
Members shall deliver a copy of the Code and Standards to their employer
if the employer does not have a copy.
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.
Disclosure of Conflicts to Employer
Members shall comply with any prohibitions on activities imposed by
their employer if a conflict of interest exists.
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.
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.
Relationships with and Responsibilities to Clients and Prospects
Investment Process
REASONABLE BASIS AND REPRESENTATIONS
* Exercise diligence and thoroughness in making investment
recommendations or in taking investment actions.
* Have a reasonable and adequate basis, supported by appropriate
research and investigation, for such recommendations or actions.
* Make reasonable and diligent efforts to avoid any material
misrepresentation in any research report or investment recommendation.
* Maintain appropriate records to support the reasonableness of such
recommendations or actions.
RESEARCH REPORTS
* Use reasonable judgment regarding the inclusion or exclusion of
relevant factors in research reports.
* Distinguish between facts and opinions in research reports.
* 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.
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.
Interactions with Clients and Prospects
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.
PORTFOLIO INVESTMENT RECOMMENDATIONS AND ACTIONS
Members shall:
* 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.
* 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.
* Distinguish between facts and opinions in the presentation of
investment recommendations.
* 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.
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.
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:
* direct or indirect pecuniary interest in the securities;
* the power to vote or direct the voting of the shares of the securities
or investments;
* the power to dispose or direct the disposition of the security or
investment.
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.
PROHIBITION AGAINST MISREPRESENTATION
Members shall not make any statements, orally or in writing, that
misrepresent
* the services that they or their firms are capable of performing;
* their qualifications or the qualifications of their firm;
* 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.
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.
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.
Relationships with and Responsibilities to the Public
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.
PERFORMANCE PRESENTATION
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. 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.
APPENDIX E: Report of Entertainment Form
This form must be filed with the Putnam Legal and Compliance Department
within 10 days of date of entertainment.
Send to:
Laura Rose
Assistant Vice President and Code of Ethics Administrator
Mailstop L-5
OR
Attach to an e-mail to:
laura_rose@putnam.com
Name of employee:____________________________________________
Name of party providing entertainment:
Firm: _______________________________________________________
Person:______________________________________________________
Date of entertainment:_______________________________________
Describe entertainment provided:_____________________________
(e.g., name and location of restaurant, sporting, or cultural event)
Value of entertainment (excluding meals):____________________
Signature: ____________________________________ Date:_______________
INDEX
7-Day Rule
transactions by portfolio managers,
analysts, and CIOs .......................................................14
60-Day Rule...............................................................13
A
Access Persons
definition ............................................................. vii
special rules on trading..................................................13
AIMR Code of Ethics and Standards of
Professional Conduct .................................................... 47
Analysts
special rules on trading................................................. 14
Appeals
Procedures................................................................36
B
Bankers' acceptances
excluded from securities ...............................................viii
Blackout rule
trading by portfolio managers,
analysts and CIOs........................................................ 15
Boycott
anti-trust and other laws.................................................18
Bribes ...................................................................21
C
Certificates of Deposit
excluded from securities ...............................................viii
Clearance
how long pre-clearance is valid............................................2
required for personal
securities transactions ...................................................1
Closed-end funds
pre-clearance and reporting ..............................................45
Commercial paper
excluded from securities ...............................................viii
Commodities (other than securities indices)
excluded from securities ...............................................viii
Computer use
compliance with corporate
policies required ........................................................26
Confidentiality
required of all employees.............................................22, 26
Confirmations and broker statements
required for personal transactions........................................31
Conflicts of interest
with Putnam and Putnam clients............................................18
Contra-trading rule
transactions by portfolio managers
and CIOs .................................................................16
Convertible securities
defined as securities...................................................viii
Currencies
excluded as securities..................................................viii
D
Definitions..............................................................vii
Director
prohibited to serve for another entity....................................23
Dividend reinvestment program.............................................11
E
Employee
prohibited to serve for another entity ...................................23
Excessive trading (over 25 trades) prohibited ............................10
Exchange traded index funds,
excluded from securities ...............................................viii
Exemptions..........................................................3, 4, 11
F
Family members
covered in personal
securities transactions .........................................viii, 7, 38
Fiduciary
prohibited to serve for another entity....................................23
Fraudulent or irregular activities
reporting ................................................................24
G
Gifts and Entertainment Policy .......................................18, 19
Good-until-canceled orders................................................10
H
Holdings of securities
disclosure by Access Persons..............................................32
I
Initial public offerings/IPOs
purchases are prohibited...................................................5
Insider trading
policy statement and explanations ........................................38
prohibited............................................................iii, 5
Investment clubs
prohibited................................................................23
Involuntary personal securities transactions
exemptions ............................................................4, 11
L
Large Cap Exception
for clearance of securities on
Restricted List............................................................2
Limit Orders..............................................................10
M
Market timing prohibition..................................................9
Money market instruments
excluded from securities............................................... viii
N
Naked options
by employees discouraged..................................................11
Non-Putnam affiliates (NPAs)
transactions and relationships............................................25
O
Officer
prohibited to serve for another entity ...............................22, 23
Options
defined as securities...................................................viii
relationship to securities on
Restricted or Red Lists....................................................3
Ombudsman.................................................................33
P
Partner
prohibited to serve as general partner of
another entity........................................................... 23
Partnerships
covered in personal securities
transactions ...................................................... viii, 37
Personal securities transaction
defined ............................................................viii, 38
Political contributions...................................................21
Portfolio managers
special rules on trading..............................................14, 17
Privacy policy ...........................................................26
Private offerings, purchases in private
placements................................................................ 6
Putnam Investments Limited
special rules ............................................................29
Q
Quarterly Report of securities transactions ..............................32
R
Reporting requirements....................................................31
Repurchase agreements
excluded from securities................................................viii
S
Sanctions ................................................................vi
for failure to pre-clear properly ........................................ 4
Shares by subscription
procedures to preclear trades............................................. 2
Short sales
prohibited conduct........................................................ 5
T
Tender offers .............................................................4
Trustee
prohibited to serve for another entity....................................23
Trusts
covered in personal securities
transactions .......................................................viii, 38
U
U.S. government obligations
excluded from securities................................................viii
V
Violations of Law
reporting ................................................................33
W
Warrants
defined as securities...................................................viii
PUTNAM INVESTMENTS
One Post Office Square
Boston, Massachusetts 02109
1-800-225-1581
www.putnaminvestments.com 215845 8/04