Putnam is committed to managing our mutual funds in the best interests of our shareholders. There are two ways we can help ensure that the companies in which the Putnam Funds invest maximize shareholder value. Putnam’s investment professionals seek to invest in companies that are well managed and have strong corporate governance practices. We also recognize that, as investors in those companies, the funds can influence their corporate governance policies through the proxy voting process, in which the Trustees of the funds, through their administrative staff, cast the Trustees’ votes on behalf of the funds. Through proxy voting, the Trustees seek to make company management accountable and to align the interests of management with those of shareholders of the funds.
A message to shareholders from the Chair of the Trustees of the Putnam Funds
The Putnam Funds have had detailed proxy voting guidelines in place for many years. The Trustees of the funds work with Putnam’s investment management professionals to establish the guidelines, and review and approve them each year.
In January 2003, the SEC approved a rule to require mutual funds to disclose their proxy voting guidelines, as well as their proxy voting records, to shareholders. The Putnam Funds’ proxy voting guidelines, and additional information about the funds’ corporate governance policies, are now available.
Corporate governance is the method by which companies are managed — beginning at the top with the Board of Directors, to which the CEO reports. Good corporate governance policies and practices mean that the Board has made a commitment to managing the company in the best interest of its shareholders. Putnam believes that companies with strong corporate governance policies have the potential to outperform those with weak corporate governance policies — and are therefore more likely to deliver a better return to investors.
By purchasing shares of a company, an individual or institution such as a Putnam mutual fund becomes a shareholder of that company. For example, the New York Stock Exchange requires that companies listed on its exchange hold an annual meeting. Shareholders are invited to attend the meeting in person — or by proxy — to vote on issues brought before the meeting by the company or by other shareholders. Since attending the meeting is very likely inconvenient, most shareholders send in their proxies indicating how they would like to vote. Examples of issues that might be included in a proxy ballot are election of the Board of Directors, executive compensation packages, and approval of mergers or acquisitions.
Since the Putnam Funds purchase large blocks of shares in companies, proxy votes from Putnam Funds and other mutual fund companies carry substantial weight. Putnam's investment professionals seek to invest in companies that have strong corporate governance practices. The Board of Trustees of the Putnam Funds is committed to voting proxies for these companies in the best interest of the shareholders of the Putnam Funds.
In summary, the new SEC proxy rules require that investment companies disclose their proxy voting policies and procedures. In addition, investment companies are required to make the results of their proxy votes for the most recent 12-month period ended June 30 available to shareholders by August 31 of each year.
Yes. The Putnam Funds' proxy voting guidelines have been in place for many years. The Trustees, with input from Putnam's investment professionals, review and approve the guidelines each year. The newly approved guidelines are now available on this website.
The proxy voting guidelines cover a variety of issues, including the size and composition of Boards of Directors, independence of the Boards, executive compensation policies, changes in a company's capitalization such as share issuance and repurchases, mergers and acquisitions, and situations unique to non-U.S. companies.
The Putnam Funds' intent is to vote in ways that improve the quality of corporate governance for companies in which the funds invest. The guidelines provide a consistent stance in favor of policies that the Trustees, with input from Putnam's investment professionals, believe will improve corporate governance, while establishing flexible procedures to allow votes to be cast on a case-by-case basis when necessary.
The newly approved proxy voting guidelines of the Putnam Funds emphasize the need for strong Boards of Directors that are independent of company management and that are accountable for the performance and governance of their companies. For example, the Putnam Funds' guidelines require that Boards have a majority of independent directors, who are selected by independent members of the Board with no material relationship to the company. The goal of the Putnam Funds is to support independent Boards that act in good faith and in the best interests of shareholders.The newly approved proxy voting guidelines of the Putnam Funds emphasize the need for strong Boards of Directors that are independent of company management and that are accountable for the performance and governance of their companies. For example, the Putnam Funds' guidelines require that Boards have a majority of independent directors, who are selected by independent members of the Board with no material relationship to the company. The goal of the Putnam Funds is to support independent Boards that act in good faith and in the best interests of shareholders.
The Trustees of the Putnam Funds have ultimate responsibility for voting the proxies of all securities held in the funds. This responsibility is delegated to a Proxy Manager who is a member of the Trustees' staff. The Proxy Manager votes proxies according to the Putnam Funds' guidelines, with advice from portfolio managers on specific issues.
Yes, there may be issues listed on a proxy ballot that are not covered by the Putnam Funds' guidelines. In those instances, the proxy is voted in consultation with the fund's portfolio managers and the Trustees.
The Putnam Funds will comply with the letter and spirit of SEC requirements. The Trustees have issued final proxy voting guidelines and procedures, which are available on Putnam's Web site.
To ensure independent oversight of the Putnam Funds, the Chair of the Board of Trustees of the Funds, as well as over 75% of the members of the Board, are independent of fund management. In addition to overseeing the voting of proxies relating to the funds' portfolio securities, the Trustees review and approve the fees paid to fund management, review overall fund expenses, select the funds' auditors, monitor conflicts of interest, and oversee the funds' compliance with applicable laws and regulations.
The Putnam Funds will disclose their proxy voting record in accordance with the timetable established by SEC rules. The Putnam Funds' Proxy voting record for the most recent 12-month period ended June 30 is available on this website.
The proxy voting procedures below explain the role of the funds' Trustees, the proxy voting service, and the Proxy Manager, as well as how the process will work when a proxy question needs to be handled on a case-by-case basis, or when there may be a conflict of interest.
The Trustees of the Putnam Funds exercise control of the voting of proxies through their Board Policy and Nominating Committee, which is composed entirely of independent Trustees. The Board Policy and Nominating Committee oversees the proxy voting process and participates, as needed, in the resolution of issues that need to be handled on a case-by-case basis. The Committee annually reviews and recommends, for Trustee approval, guidelines governing the funds' proxy votes, including how the funds vote on specific proposals and which matters are to be considered on a case-by-case basis. The Trustees are assisted in this process by their independent administrative staff ("Office of the Trustees"), independent legal counsel, and an independent proxy voting service. The Trustees also receive assistance from Putnam Investment Management, LLC ("Putnam Management"), the funds' investment advisor, on matters involving investment judgments. In all cases, the ultimate decision on voting proxies rests with the Trustees, acting as fiduciaries on behalf of the shareholders of the funds.
The funds have engaged an independent proxy voting service to assist in the voting of proxies. The proxy voting service is responsible for coordinating with the funds' custodians to ensure that all proxy materials received by the custodians relating to the funds' portfolio securities are processed in a timely fashion. To the extent applicable, the proxy voting service votes all proxies in accordance with the proxy voting guidelines established by the Trustees. The proxy voting service will refer proxy questions to the Proxy Manager (described below) for instructions under circumstances where: (1) the application of the proxy voting guidelines is unclear; (2) a particular proxy question is not covered by the guidelines; or (3) the guidelines call for specific instructions on a case-by-case basis. The proxy voting service is also requested to call to the Proxy Manager's attention specific proxy questions that, while governed by a guideline, appear to involve unusual or controversial issues. The funds also utilize research services relating to proxy questions provided by the proxy voting service and by other firms.
Each year, a member of the Office of the Trustees is appointed Proxy Manager to assist in the coordination and voting of the funds' proxies. The Proxy Manager will deal directly with the proxy voting service and, in the case of proxy questions referred by the proxy voting service, will solicit voting recommendations and instructions from the Office of the Trustees, the Chair of the Board Policy and Nominating Committee, and Putnam Management's investment professionals, as appropriate. The Proxy Manager is responsible for ensuring that these questions and referrals are responded to in a timely fashion and for transmitting appropriate voting instructions to the proxy voting service.
As discussed above, the proxy voting service will refer proxy questions to the Proxy Manager under certain circumstances. When the application of the proxy voting guidelines is unclear or a particular proxy question is not covered by the guidelines (and does not involve investment considerations), the Proxy Manager will assist in interpreting the guidelines and, as appropriate, consult with one or more senior staff members of the Office of the Trustees and the Chair of the Board Policy and Nominating Committee on how the funds' shares will be voted.
For proxy questions that require a case-by-case analysis pursuant to the guidelines or that are not covered by the guidelines but involve investment considerations, the Proxy Manager will refer such questions, through a written request, to Putnam Management's investment professionals for a voting recommendation. Such referrals will be made in cooperation with the person or persons designated by Putnam Management's Legal and Compliance Department to assist in processing such referral items. In connection with each such referral item, the Legal and Compliance Department will conduct a conflicts of interest review, as described below under "Conflicts of Interest," and provide a conflicts of interest report (the "Conflicts Report") to the Proxy Manager describing the results of such review. After receiving a referral item from the Proxy Manager, Putnam Management's investment professionals will provide a written recommendation to the Proxy Manager and the person or persons designated by the Legal and Compliance Department to assist in processing referral items. Such recommendation will set forth (1) how the proxies should be voted; (2) the basis and rationale for such recommendation; and (3) any contacts the investment professionals have had with respect to the referral item with non-investment personnel of Putnam Management or with outside parties (except for routine communications from proxy solicitors). The Proxy Manager will then review the investment professionals' recommendation and the Conflicts Report with one or more senior staff members of the Office of the Trustees in determining how to vote the funds' proxies. The Proxy Manager will maintain a record of all proxy questions that have been referred to Putnam Management's investment professionals, the voting recommendation, and the Conflicts Report
In some situations, the Proxy Manager and/or one or more senior staff members of the Office of the Trustees may determine that a particular proxy question raises policy issues requiring consultation with the Chair of the Board Policy and Nominating Committee, who, in turn, may decide to bring the particular proxy question to the Committee or the full Board of Trustees for consideration.
Occasions may arise where a person or organization involved in the proxy voting process may have a conflict of interest. A conflict of interest may exist, for example, if Putnam Management has a business relationship with (or is actively soliciting business from) either the company soliciting the proxy or a third party that has a material interest in the outcome of a proxy vote or that is actively lobbying for a particular outcome of a proxy vote. Any individual with knowledge of a personal conflict of interest (e.g., familial relationship with company management) relating to a particular referral item shall disclose that conflict to the Proxy Manager and the Legal and Compliance Department and otherwise remove himself or herself from the proxy voting process. The Legal and Compliance Department will review each item referred to Putnam Management's investment professionals to determine if a conflict of interest exists and will provide the Proxy Manager with a Conflicts Report for each referral item that (1) describes any conflict of interest; (2) discusses the procedures used to address such conflict of interest; and (3) discloses any contacts from parties outside Putnam Management (other than routine communications from proxy solicitors) with respect to the referral item not otherwise reported in an investment professional's recommendation. The Conflicts Report will also include written confirmation that any recommendation from an investment professional provided under circumstances where a conflict of interest exists was made solely on the investment merits and without regard to any other consideration.