EXHIBIT 8
RETIREMENT PLAN
FOR THE
TRUSTEES OF THE PUTNAM FUNDS
1. General; effective date. This Retirement Plan For The Trustees Of The
Putnam Funds is intended to provide, on the terms and conditions specified
below, cash retirement benefits to certain individuals who have served as
trustees ("Trustees") of the Funds. Except as provided at Section 12 below, the
Plan is effective with respect to retirements occurring on or after January 1,
1996.
2. Statement of Purpose. The purpose of this Plan is to assist the Funds in
attracting and retaining highly qualified individuals to serve as Trustees of
the Putnam Funds by providing a form of deferred compensation which is
competitive with compensation practices of other major investment company
complexes as well as those of major business corporations and which recognizes
the benefits to the Funds and of having Trustees with many years of experience
with the affairs of the Funds.
3. Defined terms. When used in the Plan, the following terms shall have the
meanings set forth in this Section:
- "Administrator": such committee, consisting solely of Trustees who are
not "interested persons" of the Funds within the meaning of Section
2(a)(19) of the Investment Company Act of 1940, as may be designated
from time to time by the Trustees to administer the Plan.
- "Service": active service as a Trustee for one or more of the Funds,
including service prior to the Effective Date. For purposes of this
definition, service for an entity that was a Fund at the time of such
service shall not be disregarded merely because the entity later
ceases to be a Fund. A Participant who dies prior to retirement or who
retires by reason of total and permanent disability (as determined by
the Administrator) shall be deemed to have served at least one hundred
twenty (120) months of Service regardless of his or her actual period
of service.
- "Effective Date": the date specified in the second sentence of Section
1.
- "Final Average Remuneration": the quotient obtained by dividing (i) a
Participant's total retainer and meeting fees paid to the individual
by the Funds for the last thirty-six (36) months of the individual's
service as a Trustee, by (ii) three.
- "Fund": any of the Putnam Funds, other than any such Fund that has
either (i) elected by vote of a majority of its Trustees who are not
"interested persons" of
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the Fund (as defined above) not to participate in the Plan, or (ii)
terminated its participation in the Plan in accordance with Section
14(c).
- "Participant": a Trustee with at least sixty (60) months of Service.
- "Plan": the Retirement Plan For The Trustees Of The Putnam Funds set
forth herein, as the same may from time to time be amended and in
effect.
- "Retirement": ceasing to be an active Trustee (regardless of whether
service to one or more Funds continues in a capacity other than as a
Trustee) for any reason other than (i) termination for cause as
determined by the Administrator, or (ii) death. The terms "retire,"
"retires" and "retired" shall be similarly construed.
- "Trustee": a trustee of any of the Funds.
4. Eligibility for retirement benefit. Each Participant shall receive the
normal retirement benefit specified in Section 5 below commencing in the
calendar year next following the date of retirement.
5. Form and amount of retirement benefit. The retirement benefit payable to
a Participant shall be an annual cash payment equal to fifty percent (50%) of
the Participant's Final Average Remuneration. Such retirement benefit shall be
paid on January 15 of each calendar year commencing with the year specified in
Section 4 above and continuing for the lesser of (i) a number of years equal to
the Participant's years of Service (rounded to the nearest whole year) or (ii)
the lifetime of the Participant.
6. Death benefit. The only death benefits payable under the Plan shall be
those described in this Section:
(a) If a Participant dies after retirement but before ten (10) annual
retirement benefit payments have been made, the Participant's designated
beneficiary shall be entitled to receive an annual death benefit, in the
same amount, payable on January 15 of each year for the lesser of (i) the
remainder, if any, of the period specified in clause (i) of Section 5 above
or (ii) the remainder of such 10-year period.
(b) If a Participant dies before retirement, there shall be paid to
his or her designated beneficiary an annual death benefit equal in amount
to the annual retirement benefit specified in Section 5 above. The death
benefit described in this paragraph (b) shall be paid on January 15 of each
year commencing in the calendar year next following the Participant's death
for a number of years equal to the lesser of (i) the period specified in
clause (i) of Section 5 above or (ii) ten (10) years.
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(c) The Administrator in its discretion may commute any death benefit
under this Section to an immediate lump sum payment or may otherwise
accelerate such payments, in each case applying such reasonable discount
rates as it deems appropriate.
7. Designation of beneficiary. For purposes of Section 6 above, a
Participant's designated beneficiary shall be such person or persons, including
a trust, as the Participant shall have designated in writing on a form
acceptable to and delivered to the Administrator. In the absence of an effective
beneficiary designation governing the payment of any portion of the death
benefit described in Section 6 above, payment of such portion shall be made to
the Participant's estate, which shall be deemed to be the Participant's
designated beneficiary for all purposes hereunder. If the person designated as
the beneficiary to receive any portion of the death benefit should die prior to
completion of payments to such beneficiary without the Participant having made
effective provision (by a designation delivered to the Administrator as
hereinabove prescribed) for a successor or contingent beneficiary, payment of
such portion or the remainder thereof shall be made to the decedent
beneficiary's estate.
8. Agreement not to compete, etc. Eligibility for and payment of benefits
under the Plan is conditioned on agreement by the Participant (i) to refrain
from engaging in any business activity in competition with the Funds, and (ii)
not to disclose any proprietary or otherwise confidential information pertaining
to the Funds. Any breach by an active or retired Trustee of the agreement or
conditions specified in the preceding sentence shall be grounds for termination
or reduction by the Administrator of benefits under the Plan.
9. Nature of rights. Nothing in the Plan shall be construed as requiring
the Funds, or any of them, to set aside or to segregate any assets of any kind
to meet any of its obligations hereunder or otherwise to fund the Plan. The
rights of persons claiming benefits under the Plan shall be no greater than
those of general unsecured creditors of a Fund, and no such person shall have
any right in or to any specific assets of any Fund. All rights to benefits under
the Plan shall be construed and interpreted consistent with the continued
qualification of each Fund as a registered investment company under the
Investment Company Act of 1940, as amended.
10. Rights non-assignable. No Participant, beneficiary or other person
shall have any right to assign, pledge, encumber, or otherwise alienate or
transfer any right to receive benefits or payments hereunder or any other
interest under the Plan, in whole or in part, and any attempt by any such person
to effectuate such an assignment, pledge, encumbrance, or other alienation or
transfer shall be null and void.
11. No rights to continuation of status. Nothing in the Plan shall be
construed as giving any individual a right to continue to serve as a Trustee of
the Funds, or any of them, or to receive any particular level of remuneration
for any such service.
12. Application of Plan to certain persons. This Plan supersedes in its
entirety the voluntary retirement program heretofore maintained by the Funds and
any benefits previously authorized under such program but not yet paid for
periods commencing on or after January 1,
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1996. Reference is made to those former Trustees listed on Schedule A hereto who
retired prior to the effective date of this Plan and who are currently receiving
benefits under such voluntary retirement program. In addition, reference is made
to a current Trustee listed on Schedule B hereto who previously received certain
retirement benefits under such voluntary retirement program following such
Trustee's initial retirement from the Funds. Each person listed on Schedules A
or B shall be entitled to a retirement benefit in the amount and payable in
accordance with the terms of the Plan except that, to the extent inconsistent
with the generally applicable provisions of the Plan, the specific provisions of
Schedule A and B shall control.
13. Payment of benefits. Benefits shall be paid by the Funds, in cash, upon
direction by the Administrator. The Administrator shall allocate the obligation
to make payments with respect to a Trustee under the Plan for any calendar year
among the Funds in proportion to their respective cumulative liabilities accrued
with respect to such Trustee's participation in the Plan for financial reporting
purposes or on such other reasonable basis as the Administrator may determine.
14. Amendment and termination.
(a) AMENDMENT. The Plan may be amended at any time by the Administrator. No
amendment shall reduce the benefits or future benefits of any Trustee who has
retired, and in the case of a participant who is still an active Trustee no
amendment shall reduce the amount such Trustee would have been entitled to
receive if he or she had ceased to serve as a Trustee immediately prior to such
amendment.
(b) TERMINATION OF THE PLAN AS A WHOLE. The Plan as a whole may be
terminated by the Administrator. Upon termination of the plan as a whole,
benefits in pay status shall continue to be paid. Any Participant not yet in pay
status shall continue to be entitled to a benefit equal to the benefit to which
he or she would have been entitled had retirement as a Trustee occurred
immediately prior to such Plan termination. Notwithstanding the foregoing, in
its discretion the Administrator may commute and pay as a single lump sum
payment any benefits remaining payable upon termination of the Plan as a whole,
and in determining such lump sum amounts the Administrator may apply such
reasonable discount factors and mortality assumptions as it determines in its
discretion.
(c) TERMINATION BY INDIVIDUAL FUND. A Fund may terminate its participation
in the Plan at any time by vote of a majority of its Trustees who are not
"interested persons" of the Fund (as defined under "Administrator" in Section 3
above), provided that upon any such termination such Fund shall remain liable
for its allocable share of the benefits to which Participants would have been
entitled is the Plan as a whole had been terminated as of the date of such
individual termination, as determined by the Administrator in its sole
discretion.
As Adopted October 4, 1996
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