|
|
|
|
|
|
Valuation inputs |
Investments in securities: |
Level 1 |
Level 2 |
Level 3 |
Municipal bonds and notes |
$— |
$384,239,598 |
$— |
Short-term investments |
— |
4,275,952 |
— |
Totals by level |
$— |
$388,515,550 |
$— |
|
|
|
|
|
|
|
Valuation inputs |
Other financial instruments: |
Level 1 |
Level 2 |
Level 3 |
Total return swap contracts |
$— |
$(214,306) |
$— |
Totals by level |
$— |
$(214,306) |
$— |
The accompanying notes are an integral part of these financial statements.
|
|
46 Managed Municipal Income Trust |
Statement of assets and liabilities 10/31/23
|
|
ASSETS |
|
Investment in securities, at value, (Notes 1 and 9): |
|
Unaffiliated issuers (identified cost $441,628,163) |
$384,537,316 |
Affiliated issuers (identified cost $3,978,234) (Note 6) |
3,978,234 |
Interest and other receivables |
5,798,643 |
Receivable for investments sold |
14,168,522 |
Prepaid assets |
33,257 |
Total assets |
408,515,972 |
|
LIABILITIES |
|
Payable for investments purchased |
15,090,237 |
Payable for compensation of Manager (Note 2) |
416,365 |
Payable for custodian fees (Note 2) |
252 |
Payable for investor servicing fees (Note 2) |
23,848 |
Payable for Trustee compensation and expenses (Note 2) |
119,893 |
Payable for administrative services (Note 2) |
488 |
Payable for floating rate notes issued (Note 1) |
20,926,859 |
Distributions payable to shareholders |
1,215,528 |
Distributions payable to preferred shareholders (Note 1) |
187,428 |
Unrealized depreciation on OTC swap contracts (Note 1) |
214,306 |
Preferred share remarketing agent fees |
21,112 |
Other accrued expenses |
95,795 |
Total liabilities |
38,312,111 |
Series A remarketed preferred shares: (240 shares authorized and issued at $100,000 per |
|
share) (Note 4) |
24,000,000 |
Series C remarketed preferred shares: (1,507 shares authorized and issued at $50,000 per |
|
share) (Note 4) |
75,350,000 |
Net assets |
$270,853,861 |
|
REPRESENTED BY |
|
Paid-in capital — common shares (Unlimited shares authorized) (Notes 1 and 5) |
$348,295,296 |
Total distributable earnings (Note 1) |
(77,441,435) |
Total — Representing net assets applicable to common shares outstanding |
$270,853,861 |
|
Computation of net asset value |
|
Net asset value per common share |
|
($270,853,861 divided by 47,098,000 shares) |
$5.75 |
The accompanying notes are an integral part of these financial statements.
|
Managed Municipal Income Trust 47 |
Statement of operations Year ended 10/31/23
|
|
INVESTMENT INCOME |
|
Interest (including interest income of $788,722 from investments in affiliated issuers) (Note 6) |
$19,312,239 |
Total investment income |
19,312,239 |
|
EXPENSES |
|
Compensation of Manager (Note 2) |
2,251,851 |
Investor servicing fees (Note 2) |
155,007 |
Custodian fees (Note 2) |
18,321 |
Trustee compensation and expenses (Note 2) |
13,561 |
Administrative services (Note 2) |
9,856 |
Legal |
283,695 |
Interest and fees expense (Note 1) |
1,070,624 |
Preferred share remarketing agent fees |
151,098 |
Other |
344,849 |
Fees waived and reimbursed by Manager (Note 2) |
(547,958) |
Total expenses |
3,750,904 |
Expense reduction (Note 2) |
(10,201) |
Net expenses |
3,740,703 |
|
|
Net investment income |
15,571,536 |
|
REALIZED AND UNREALIZED GAIN (LOSS) |
|
Net realized gain (loss) on: |
|
Securities from unaffiliated issuers (Notes 1 and 3) |
(14,056,935) |
Futures contracts (Note 1) |
(40,709) |
Swap contracts (Note 1) |
872,775 |
Total net realized loss |
(13,224,869) |
Change in net unrealized appreciation (depreciation) on: |
|
Securities from unaffiliated issuers |
9,702,615 |
Futures contracts |
(109,972) |
Swap contracts |
403,100 |
Total change in net unrealized appreciation |
9,995,743 |
|
|
Net loss on investments |
(3,229,126) |
|
|
Net increase in net assets resulting from operations |
12,342,410 |
|
Distributions to Series A, and C remarketed preferred shareholders (Note 1): |
|
From ordinary income |
|
Taxable net investment income |
(8,043) |
From tax exempt net investment income |
(5,429,673) |
Net increase in net assets resulting from operations (applicable to common shareholders) |
$6,904,694 |
The accompanying notes are an integral part of these financial statements.
|
48 Managed Municipal Income Trust |
Statement of changes in net assets
|
|
|
DECREASE IN NET ASSETS |
Year ended 10/31/23 |
Year ended 10/31/22 |
Operations |
|
|
Net investment income |
$15,571,536 |
$14,763,472 |
Net realized loss on investments |
(13,224,869) |
(4,809,916) |
Change in net unrealized appreciation (depreciation) |
|
|
of investments |
9,995,743 |
(100,269,484) |
Net increase (decrease) in net assets resulting |
|
|
from operations |
12,342,410 |
(90,315,928) |
|
Distributions to Series A and C remarketed preferred |
|
|
shareholders (Note 1): |
|
|
From ordinary income |
|
|
Taxable net investment income |
(8,043) |
(1,367,745) |
Net realized short-term gains on investments |
— |
(8,959) |
From tax exempt net investment income |
(5,429,673) |
— |
From net realized long-term gains on investments |
— |
(1,476) |
Net increase (decrease) in net assets resulting from |
|
|
operations (applicable to common shareholders) |
6,904,694 |
(91,694,108) |
|
Distributions to common shareholders (note 1): |
|
|
From ordinary income |
|
|
Taxable net investment income |
(742,130) |
(877,214) |
Net realized short-term gains on investments |
— |
(1,267,503) |
From tax exempt net investment income |
(8,760,917) |
(13,158,154) |
From net realized long-term gains on investments |
— |
(207,262) |
From return of capital |
(6,271,969) |
(3,248,483) |
Increase from issuance of common shares in connection |
|
|
with reinvestment of distributions |
260,630 |
235,479 |
Decrease from shares repurchased (Note 5) |
(9,795,449) |
(1,576,370) |
Total decrease in net assets |
(18,405,141) |
(111,793,615) |
|
NET ASSETS |
|
|
Beginning of year |
289,259,002 |
401,052,617 |
End of year |
$270,853,861 |
$289,259,002 |
|
NUMBER OF FUND SHARES |
|
|
Common shares outstanding at beginning of year |
48,738,809 |
48,944,250 |
Shares issued in connection with dividend |
|
|
reinvestment plan |
39,845 |
28,389 |
Shares repurchased (Note 5) |
(1,680,654) |
(233,830) |
Common shares outstanding at end of year |
47,098,000 |
48,738,809 |
|
Series A Remarketed preferred shares outstanding at |
|
|
beginning and end of year |
240 |
240 |
|
Series C Remarketed preferred shares outstanding at |
|
|
beginning and end of year |
1,507 |
1,507 |
The accompanying notes are an integral part of these financial statements.
|
Managed Municipal Income Trust 49 |
Financial highlights
(For a common share outstanding throughout the period)
|
|
|
|
|
|
PER-SHARE OPERATING PERFORMANCE |
|
|
|
|
|
|
|
|
Year ended |
|
|
|
10/31/23 |
10/31/22 |
10/31/21 |
10/31/20 |
10/31/19 |
Net asset value, beginning of period |
|
|
|
|
|
(common shares) |
$5.94 |
$8.19 |
$7.91 |
$8.15 |
$7.64 |
Investment operations: |
|
|
|
|
|
Net investment incomea |
.32 |
.30 |
.31 |
.33 |
.38 |
Net realized and unrealized |
|
|
|
|
|
gain (loss) on investments |
(.09) |
(2.13) |
.35 |
(.17) |
.54 |
Total from investment operations |
.23 |
(1.83) |
.66 |
.16 |
.92 |
Distributions to preferred shareholders: |
|
|
|
|
|
From net investment income |
(.11) |
(.03) |
—e |
(.02) |
(.04) |
From capital gains |
— |
—e |
— |
(.01) |
(.01) |
Total from investment operations |
|
|
|
|
|
(applicable to common shareholders) |
.12 |
(1.86) |
.66 |
.13 |
.87 |
Distributions to common shareholders: |
|
|
|
|
|
From net investment income |
(.20) |
(.29) |
(.32) |
(.33) |
(.31) |
From capital gains |
— |
(.03) |
(.06) |
(.05) |
(.07) |
From return of capital |
(.13) |
(.07) |
— |
— |
— |
Total distributions |
(.33) |
(.39) |
(.38) |
(.38) |
(.38) |
Increase from shares repurchased |
.02 |
—e |
— |
.01 |
.02 |
Net asset value, end of period |
|
|
|
|
|
(common shares) |
$5.75 |
$5.94 |
$8.19 |
$7.91 |
$8.15 |
Market price, end of period |
|
|
|
|
|
(common shares) |
$5.14 |
$5.75 |
$8.25 |
$7.64 |
$7.97 |
Total return at market price (%) |
|
|
|
|
|
(common shares)b |
(5.69) |
(26.35) |
13.11 |
0.77 |
24.89 |
Total return at net asset value (%) |
|
|
|
|
|
(common shares)b |
1.87 |
(23.46) |
8.44 |
1.93 |
11.91 |
|
RATIOS AND SUPPLEMENTAL DATA |
|
|
|
|
|
Net assets, end of period |
|
|
|
|
|
(common shares) (in thousands) |
$270,854 |
$289,259 |
$401,053 |
$386,602 |
$401,242 |
Ratio of expenses to average |
|
|
|
|
|
net assets (including interest |
|
|
|
|
|
expense) (%)c,d,f |
1.21g |
1.09g |
.93 |
.98g |
1.01 |
Ratio of net investment income |
|
|
|
|
|
to average net assets (%)c |
3.27 |
3.75 |
3.73 |
3.92 |
4.21 |
Portfolio turnover (%) |
45 |
24 |
21 |
38 |
36 |
(Continued on next page)
|
50 Managed Municipal Income Trust |
Financial highlights cont.
a Per share net investment income has been determined on the basis of the weighted average number of shares outstanding during the period.
b Total return assumes dividend reinvestment.
c Ratios reflect net assets available to common shares only; net investment income ratio also reflects reduction for dividend payments to preferred shareholders.
d Includes amounts paid through expense offset arrangements, if any (Note 2).
e Amount represents less than $0.01 per share.
f Includes interest and fee expense associated with borrowings which amounted to the following amounts as a percentage of average net assets:
|
|
|
Percentage of average net assets |
October 31, 2023 |
0.35% |
October 31, 2022 |
0.18 |
October 31, 2021 |
0.05 |
October 31, 2020 |
0.09 |
October 31, 2019 |
0.14 |
g Reflects waiver of certain fund expenses in connection with the fund’s remarketing preferred shares during the period. As a result of such waiver, the expenses of the fund reflect a reduction as a percentage of average net assets for the periods noted below (Note 2):
|
|
|
Percentage of average net assets |
October 31, 2023 |
0.18% |
October 31, 2022 |
0.01 |
October 31, 2020 |
>0.01 |
The accompanying notes are an integral part of these financial statements.
|
Managed Municipal Income Trust 51 |
Notes to financial statements 10/31/23
Unless otherwise noted, the “reporting period” represents the period from November 1, 2022 through October 31, 2023. The following table defines commonly used references within the Notes to financial statements:
|
|
References to |
Represent |
Putnam Management |
Putnam Investment Management, LLC, the fund’s manager, an indirect wholly-owned |
|
subsidiary of Putnam Investments, LLC |
State Street |
State Street Bank and Trust Company |
OTC |
over-the-counter |
PIL |
Putnam Investments Limited, an affiliate of Putnam Management |
Putnam Managed Municipal Income Trust (the fund) is a Massachusetts business trust, which is registered under the Investment Company Act of 1940, as amended, as a diversified closed-end management investment company. The goal of the fund is to seek a high level of current income exempt from federal income tax. The fund intends to achieve its goal by investing in a diversified portfolio of tax-exempt municipal securities which Putnam Management believes does not involve undue risk to income or principal. Up to 60% of the fund’s assets may consist of high-yield tax-exempt municipal securities that are below investment grade and involve special risk considerations. The fund also uses leverage, primarily by issuing preferred shares in an effort to enhance the returns for the common shareholders. The fund’s shares trade on a stock exchange at market prices, which may be lower than the fund’s net asset value.
In the normal course of business, the fund enters into contracts that may include agreements to indemnify another party under given circumstances. The fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be, but have not yet been, made against the fund. However, the fund’s management team expects the risk of material loss to be remote.
The fund has entered into contractual arrangements with an investment adviser, administrator, transfer agent and custodian, who each provide services to the fund. Unless expressly stated otherwise, shareholders are not parties to, or intended beneficiaries of these contractual arrangements, and these contractual arrangements are not intended to create any shareholder right to enforce them against the service providers or to seek any remedy under them against the service providers, either directly or on behalf of the fund.
Under the fund’s Amended and Restated Agreement and Declaration of Trust, any claims asserted by a shareholder against or on behalf of the fund, including claims against Trustees and Officers, must be brought in state and federal courts located within the Commonwealth of Massachusetts.
Note 1: Significant accounting policies
The Fund is an investment company and applies the accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services — Investment Companies. The following is a summary of significant accounting policies consistently followed by the fund in the preparation of its financial statements. The preparation of financial statements is in conformity with accounting principles generally accepted in the United States of America and requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and the reported amounts of increases and decreases in net assets from operations. Actual results could differ from those estimates. Subsequent events after the Statement of assets and liabilities date through the date that the financial statements were issued have been evaluated in the preparation of the financial statements.
Security valuation Portfolio securities and other investments are valued using policies and procedures adopted by the Board of Trustees. The Trustees have formed a Pricing Committee to oversee the implementation of these procedures and have delegated responsibility for valuing the fund’s assets in accordance with these procedures to Putnam Management. Putnam Management has established an internal Valuation Committee that is responsible for making fair value determinations, evaluating the effectiveness of the pricing policies of the fund and reporting to the Pricing Committee.
Tax-exempt bonds and notes are generally valued on the basis of valuations provided by an independent pricing service approved by the Trustees. Such services use information with respect to transactions in bonds, quotations from bond dealers, market transactions in comparable securities and various relationships between securities in determining value. These securities will generally be categorized as Level 2.
|
52 Managed Municipal Income Trust |
Market quotations are not considered to be readily available for certain debt obligations (including short-term investments with remaining maturities of 60 days or less) and other investments; such investments are valued on the basis of valuations furnished by an independent pricing service approved by the Trustees or dealers selected by Putnam Management. Such services or dealers determine valuations for normal institutional-size trading units of such securities using methods based on market transactions for comparable securities and various relationships, generally recognized by institutional traders, between securities (which consider such factors as security prices, yields, maturities and ratings). These securities will generally be categorized as Level 2. Securities quoted in foreign currencies, if any, are translated into U.S. dollars at the current exchange rate.
Investments in open-end investment companies (excluding exchange-traded funds), if any, which can be classified as Level 1 or Level 2 securities, are valued based on their net asset value. The net asset value of such investment companies equals the total value of their assets less their liabilities and divided by the number of their outstanding shares.
To the extent a pricing service or dealer is unable to value a security or provides a valuation that Putnam Management does not believe accurately reflects the security’s fair value, the security will be valued at fair value by Putnam Management, which has been designated as valuation designee pursuant to Rule 2a–5 under the Investment Company Act of 1940, in accordance with policies and procedures approved by the Trustees. Certain investments, including certain restricted and illiquid securities and derivatives, are also valued at fair value following procedures approved by the Trustees. These valuations consider such factors as significant market or specific security events such as interest rate or credit quality changes, various relationships with other securities, discount rates, U.S. Treasury, U.S. swap and credit yields, index levels, convexity exposures, recovery rates, sales and other multiples and resale restrictions. These securities are classified as Level 2 or as Level 3 depending on the priority of the significant inputs.
To assess the continuing appropriateness of fair valuations, the Valuation Committee reviews and affirms the reasonableness of such valuations on a regular basis after considering all relevant information that is reasonably available. Such valuations and procedures are reviewed periodically by the Trustees. The fair value of securities is generally determined as the amount that the fund could reasonably expect to realize from an orderly disposition of such securities over a reasonable period of time. By its nature, a fair value price is a good faith estimate of the value of a security in a current sale and does not reflect an actual market price, which may be different by a material amount.
Security transactions and related investment income Security transactions are recorded on the trade date (the date the order to buy or sell is executed). Gains or losses on securities sold are determined on the identified cost basis.
Interest income, net of any applicable withholding taxes, if any, is recorded on the accrual basis. Amortization and accretion of premiums and discounts on debt securities, if any, is recorded on the accrual basis.
Futures contracts The fund uses futures contracts for hedging treasury term structure risk and for yield curve positioning.
The potential risk to the fund is that the change in value of futures contracts may not correspond to the change in value of the hedged instruments. In addition, losses may arise from changes in the value of the underlying instruments, if there is an illiquid secondary market for the contracts, if interest or exchange rates move unexpectedly or if the counterparty to the contract is unable to perform. With futures, there is minimal counterparty credit risk to the fund since futures are exchange traded and the exchange’s clearinghouse, as counterparty to all exchange traded futures, guarantees the futures against default. Risks may exceed amounts recognized on the Statement of assets and liabilities. When the contract is closed, the fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed.
Futures contracts are valued at the quoted daily settlement prices established by the exchange on which they trade. The fund and the broker agree to exchange an amount of cash equal to the daily fluctuation in the value of the futures contract. Such receipts or payments are known as “variation margin.”
Futures contracts outstanding at period end, if any, are listed after the fund’s portfolio.
Total return swap contracts The fund entered into OTC and/or centrally cleared total return swap contracts, which are arrangements to exchange a market-linked return for a periodic payment, both based on a notional principal amount, for hedging inflation, for gaining exposure to inflation and for hedging and gaining exposure to term structure risk.
|
Managed Municipal Income Trust 53 |
To the extent that the total return of the security, index or other financial measure underlying the transaction exceeds or falls short of the offsetting interest rate obligation, the fund will receive a payment from or make a payment to the counterparty. OTC and/or centrally cleared total return swap contracts are marked to market daily based upon quotations from an independent pricing service or market maker. Any change is recorded as an unrealized gain or loss on OTC total return swaps. Daily fluctuations in the value of centrally cleared total return swaps are settled through a central clearing agent and are recorded in variation margin on the Statement of assets and liabilities and recorded as unrealized gain or loss. Payments received or made are recorded as realized gains or losses. Certain OTC and/or centrally cleared total return swap contracts may include extended effective dates. Payments related to these swap contracts are accrued based on the terms of the contract. The fund could be exposed to credit or market risk due to unfavorable changes in the fluctuation of interest rates or in the price of the underlying security or index, the possibility that there is no liquid market for these agreements or that the counterparty may default on its obligation to perform. The fund’s maximum risk of loss from counterparty risk or central clearing risk is the fair value of the contract. This risk may be mitigated for OTC total return swap contracts by having a master netting arrangement between the fund and the counterparty and for centrally cleared total return swap contracts through the daily exchange of variation margin. There is minimal counterparty risk with respect to centrally cleared total return swap contracts due to the clearinghouse guarantee fund and other resources that are available in the event of a clearing member default. Risk of loss may exceed amounts recognized on the Statement of assets and liabilities.
OTC and/or centrally cleared total return swap contracts outstanding, including their respective notional amounts at period end, if any, are listed after the fund’s portfolio.
Master agreements The fund is a party to ISDA (International Swaps and Derivatives Association, Inc.) Master Agreements (Master Agreements) with certain counterparties that govern OTC derivative and foreign exchange contracts entered into from time to time. The Master Agreements may contain provisions regarding, among other things, the parties’ general obligations, representations, agreements, collateral requirements, events of default and early termination. With respect to certain counterparties, in accordance with the terms of the Master Agreements, collateral pledged to the fund is held in a segregated account by the fund’s custodian and, with respect to those amounts which can be sold or repledged, is presented in the fund’s portfolio.
Collateral pledged by the fund is segregated by the fund’s custodian and identified in the fund’s portfolio. Collateral can be in the form of cash or debt securities issued by the U.S. Government or related agencies or other securities as agreed to by the fund and the applicable counterparty. Collateral requirements are determined based on the fund’s net position with each counterparty.
Termination events applicable to the fund may occur upon a decline in the fund’s net assets below a specified threshold over a certain period of time. Termination events applicable to counterparties may occur upon a decline in the counterparty’s long-term and short-term credit ratings below a specified level. In each case, upon occurrence, the other party may elect to terminate early and cause settlement of all derivative and foreign exchange contracts outstanding, including the payment of any losses and costs resulting from such early termination, as reasonably determined by the terminating party. Any decision by one or more of the fund’s counterparties to elect early termination could impact the fund’s future derivative activity.
At the close of the reporting period, the fund had a net liability position of $214,306 on open derivative contracts subject to the Master Agreements. Collateral pledged by the fund at period end for these agreements totaled $222,068 and may include amounts related to unsettled agreements.
Tender option bond transactions The fund may participate in transactions whereby a fixed-rate bond is transferred to a tender option bond trust (TOB trust) sponsored by a broker. The TOB trust funds the purchase of the fixed rate bonds by issuing floating-rate bonds to third parties and allowing the fund to retain the residual interest in the TOB trust’s assets and cash flows, which are in the form of inverse floating rate bonds. The inverse floating rate bonds held by the fund give the fund the right to (1) cause the holders of the floating rate bonds to tender their notes at par, and (2) to have the fixed-rate bond held by the TOB trust transferred to the fund, causing the TOB trust to collapse. The fund accounts for the transfer of the fixed-rate bond to the TOB trust as a secured borrowing by including the fixed-rate bond in the fund’s portfolio and including the floating rate bond as a liability in the Statement of assets and liabilities. At the close of the reporting period, the fund’s investments with a value of $31,172,202 were held by the TOB trust and served as collateral for $20,926,859 in floating-rate bonds outstanding. For the reporting period ended, the fund incurred interest expense of $908,613 for these investments based on an average interest rate of 3.11%.
Federal taxes It is the policy of the fund to distribute all of its income within the prescribed time period and otherwise comply with the provisions of the Internal Revenue Code of 1986, as amended (the Code), applicable
|
54 Managed Municipal Income Trust |
to regulated investment companies. It is also the intention of the fund to distribute an amount sufficient to avoid imposition of any excise tax under Section 4982 of the Code.
The fund is subject to the provisions of Accounting Standards Codification 740 Income Taxes (ASC 740). ASC 740 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The fund did not have a liability to record for any unrecognized tax benefits in the accompanying financial statements. No provision has been made for federal taxes on income, capital gains or unrealized appreciation on securities held nor for excise tax on income and capital gains. Each of the fund’s federal tax returns for the prior three fiscal years remains subject to examination by the Internal Revenue Service.
Under the Regulated Investment Company Modernization Act of 2010, the fund will be permitted to carry forward capital losses incurred for an unlimited period and the carry forwards will retain their character as either short-term or long-term capital losses. At October 31, 2023, the fund had the following capital loss carryovers available, to the extent allowed by the Code, to offset future net capital gain, if any:
|
|
|
|
Loss carryover |
|
Short-term |
Long-term |
Total |
$8,838,363 |
$10,227,210 |
$19,065,573 |
Distributions to shareholders Distributions to common and preferred shareholders from net investment income, if any, are recorded by the fund on the ex-dividend date. Distributions from capital gains, if any, are recorded on the ex-dividend date and paid at least annually. The fund pays targeted distribution rates to its common shareholders. Distributions are sourced first from tax-exempt and ordinary income. The balance of the distributions, if any, comes next from capital gain and then will constitute a return of capital. A return of capital is not taxable; rather it reduces a shareholder’s tax basis in their shares of the fund. The fund may make return of capital distributions to achieve the targeted distribution rates. Dividends on remarketed preferred shares become payable when, as and if declared by the Trustees. Each dividend period for the remarketed preferred Series A shares is generally a 28 day period, and generally a 7 day period for Series C. The applicable dividend rate for the remarketed preferred shares on October 31, 2023 was 6.117% on Series A, and 6.050% for Series C.
During the reporting period, the fund has experienced unsuccessful remarketings of its remarketed preferred shares. As a result, dividends to the remarketed preferred shares have been paid at the “maximum dividend rate,” pursuant to the fund’s by-laws, which, based on the current credit quality of the remarketed preferred shares, equals 110% of the 60-day “AA” composite commercial paper rate.
The amount and character of income and gains to be distributed are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. The amount and character of income and gains to be distributed are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. These differences include temporary and/or permanent differences from dividends payable and from amortization and accretion. Reclassifications are made to the fund’s capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under income tax regulations. At the close of the reporting period, the fund reclassified $269,238 to increase distributions in excess of net investment income and $269,238 to decrease accumulated net realized loss.
Tax cost of investments includes adjustments to net unrealized appreciation (depreciation) which may not necessarily be final tax cost basis adjustments, but closely approximate the tax basis unrealized gains and losses that may be realized and distributed to shareholders. The tax basis components of distributable earnings and the federal tax cost as of the close of the reporting period were as follows:
|
|
Unrealized appreciation |
$1,506,993 |
Unrealized depreciation |
(58,479,900) |
Net unrealized depreciation |
(56,972,907) |
Capital loss carryforward |
(19,065,573) |
Cost for federal income tax purposes |
$445,274,151 |
Determination of net asset value Net asset value of the common shares is determined by dividing the value of all assets of the fund, less all liabilities and the liquidation preference (redemption value of preferred shares, plus accumulated and unpaid dividends) of any outstanding remarketed preferred shares, by the total number of common shares outstanding as of period end.
|
Managed Municipal Income Trust 55 |
Note 2: Management fee, administrative services and other transactions
The fund pays Putnam Management for management and investment advisory services quarterly based on the average net assets of the fund, including assets attributable to preferred shares. Such fee is based on the following annual rates based on the average weekly net assets attributable to common and preferred shares.
The lesser of (i) 0.550% of average net assets attributable to common and preferred shares outstanding, or(ii) the following rates:
|
|
|
|
|
|
of the first $500 million of average |
|
|
of the next $5 billion of average weekly |
0.650% |
weekly net assets, |
|
0.425% |
net assets, |
|
of the next $500 million of average |
|
|
of the next $5 billion of average weekly |
0.550% |
weekly net assets, |
|
0.405% |
net assets, |
|
of the next $500 million of average |
|
|
of the next $5 billion of average weekly |
0.500% |
weekly net assets, |
|
0.390% |
net assets and |
|
of the next $5 billion of average weekly |
|
0.380% |
of any excess thereafter. |
0.450% |
net assets, |
|
|
|
For the reporting period, the management fee represented an effective rate (excluding the impact from any expense waivers in effect) of 0.550% of the fund’s average net assets attributable to common and preferred shares outstanding.
If dividends payable on remarketed preferred shares during any dividend payment period plus any expenses attributable to remarketed preferred shares for that period exceed the fund’s gross income attributable to the proceeds of the remarketed preferred shares during that period, then the fee payable to Putnam Management for that period will be reduced by the amount of the excess (but not more than the effective management fees rate under the contract multiplied by the liquidation preference of the remarketed preferred shares outstanding during the period). For the reporting period, Putnam Management reimbursed $547,958 to the fund. Any amount in excess of the fee payable to Putnam Management for a given period will be used to reduce any subsequent fee payable to Putnam Management, as may be necessary. As of October 31, 2023, this excess amounted to $1,194,440.
PIL is authorized by the Trustees to manage a separate portion of the assets of the fund as determined by Putnam Management from time to time. PIL did not manage any portion of the assets of the fund during the reporting period. If Putnam Management were to engage the services of PIL, Putnam Management would pay a quarterly sub-management fee to PIL for its services at an annual rate of 0.20% of the average net assets of the portion of the fund managed by PIL.
The fund reimburses Putnam Management an allocated amount for the compensation and related expenses of certain officers of the fund and their staff who provide administrative services to the fund. The aggregate amount of all such reimbursements is determined annually by the Trustees.
Custodial functions for the fund’s assets are provided by State Street. Custody fees are based on the fund’s asset level, the number of its security holdings and transaction volumes.
Putnam Investor Services, Inc., an affiliate of Putnam Management, provides investor servicing agent functions to the fund. Putnam Investor Services, Inc. was paid a monthly fee for investor servicing at an annual rate of 0.05% of the fund’s average daily net assets. The amounts incurred for investor servicing agent functions during the reporting period are included in Investor servicing fees in the Statement of operations.
The fund has entered into expense offset arrangements with Putnam Investor Services, Inc. and State Street whereby Putnam Investor Services, Inc.’s and State Street’s fees are reduced by credits allowed on cash balances. For the reporting period, the fund’s expenses were reduced by $10,201 under the expense offset arrangements.
Each Independent Trustee of the fund receives an annual Trustee fee, of which $246, as a quarterly retainer, has been allocated to the fund, and an additional fee for each Trustees meeting attended. Trustees also are reimbursed for expenses they incur relating to their services as Trustees.
The fund has adopted a Trustee Fee Deferral Plan (the Deferral Plan) which allows the Trustees to defer the receipt of all or a portion of Trustees fees payable on or after July 1, 1995. The deferred fees remain invested in certain Putnam funds until distribution in accordance with the Deferral Plan.
The fund has adopted an unfunded noncontributory defined benefit pension plan (the Pension Plan) covering all Trustees of the fund who have served as a Trustee for at least five years and were first elected prior to 2004.
|
56 Managed Municipal Income Trust |
Benefits under the Pension Plan are equal to 50% of the Trustee’s average annual attendance and retainer fees for the three years ended December 31, 2005. The retirement benefit is payable during a Trustee’s lifetime, beginning the year following retirement, for the number of years of service through December 31, 2006. Pension expense for the fund is included in Trustee compensation and expenses in the Statement of operations. Accrued pension liability is included in Payable for Trustee compensation and expenses in the Statement of assets and liabilities. The Trustees have terminated the Pension Plan with respect to any Trustee first elected after 2003.
Note 3: Purchases and sales of securities
During the reporting period, the cost of purchases and the proceeds from sales, excluding short-term investments, were as follows:
|
|
|
|
Cost of purchases |
Proceeds from sales |
Investments in securities (Long-term) |
$186,341,747 |
$189,912,206 |
U.S. government securities (Long-term) |
— |
— |
Total |
$186,341,747 |
$189,912,206 |
The fund may purchase or sell investments from or to other Putnam funds in the ordinary course of business, which can reduce the fund’s transaction costs, at prices determined in accordance with SEC requirements and policies approved by the Trustees. During the reporting period, purchases or sales of long-term securities from or to other Putnam funds, if any, did not represent more than 5% of the fund’s total cost of purchases and/or total proceeds from sales.
Note 4: Preferred shares
The Series A (240) and C (1,507) Remarketed Preferred shares are redeemable at the option of the fund on any dividend payment date at a redemption price of $100,000 per Series A Remarketed Preferred share and $50,000 per Series C Remarketed Preferred share, plus an amount equal to any dividends accumulated on a daily basis but unpaid through the redemption date (whether or not such dividends have been declared) and, in certain circumstances, a call premium.
It is anticipated that dividends paid to holders of remarketed preferred shares will be considered tax-exempt dividends under the Internal Revenue Code of 1986. To the extent that the fund earns taxable income and capital gains by the conclusion of a fiscal year, it may be required to apportion to the holders of the remarketed preferred shares throughout that year additional dividends as necessary to result in an after-tax equivalent to the applicable dividend rate for the period. Total additional dividends for the reporting period were $99,030.
Under the Investment Company Act of 1940, the fund is required to maintain asset coverage of at least 200% with respect to the remarketed preferred shares. Additionally, the fund’s bylaws impose more stringent asset coverage requirements and restrictions relating to the rating of the remarketed preferred shares by the shares’ rating agencies. Should these requirements not be met, or should dividends accrued on the remarketed preferred shares not be paid, the fund may be restricted in its ability to declare dividends to common shareholders or may be required to redeem certain of the remarketed preferred shares. At October 31, 2023, no such restrictions have been placed on the fund.
Note 5: Shares repurchased
In September 2023, the Trustees approved the renewal of the repurchase program to allow the fund to repurchase up to 10% of its outstanding common shares over the 365 day period ending September 30, 2024 (based on shares outstanding as of September 30, 2023). Prior to this renewal, the Trustees had approved a repurchase program to allow the fund to repurchase up to 10% of its outstanding common shares over the 365 day period ending September 30, 2023 (based on shares outstanding as of September 30, 2022). Repurchases are made when the fund’s shares are trading at less than net asset value and in accordance with procedures approved by the fund’s Trustees.
For the reporting period, the fund repurchased 1,680,654 common shares for an aggregate purchase price of $9,795,449 which reflects a weighted-average discount from net asset value per share of 8.84%. The weighted-average discount reflects the payment of commissions by the fund to execute repurchase trades.
For the previous fiscal year, the fund repurchased 233,830 common shares for an aggregate purchase price of $1,576,370 which reflects a weighted-average discount from net asset value per share of 6.72%. The weighted-average discount reflects the payment of commissions by the fund to execute repurchase trades.
|
Managed Municipal Income Trust 57 |
At the close of the reporting period, Putnam Investments, LLC owned approximately 2,141 shares of the fund (0.005% of the fund’s shares outstanding), valued at $12,311 based on net asset value.
Note 6: Affiliated transactions
Transactions during the reporting period with any company which is under common ownership or control were as follows:
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
|
|
|
|
outstanding |
|
|
|
|
|
and fair |
|
Fair value as |
Purchase |
Sale |
Investment |
value as |
Name of affiliate |
of 10/31/22 |
cost |
proceeds |
income |
of 10/31/23 |
Short-term investments |
|
|
|
|
|
Putnam Short Term |
|
|
|
|
|
Investment Fund* |
$26,377,910 |
$95,466,722 |
$117,866,398 |
$788,722 |
$3,978,234 |
Total Short-term |
|
|
|
|
|
investments |
$26,377,910 |
$95,466,722 |
$117,866,398 |
$788,722 |
$3,978,234 |
* Management fees charged to Putnam Short Term Investment Fund have been waived by Putnam Management. There were no realized or unrealized gains or losses during the period.
Note 7: Market, credit and other risks
In the normal course of business, the fund trades financial instruments and enters into financial transactions where risk of potential loss exists due to changes in the market (market risk) or failure of the contracting party to the transaction to perform (credit risk). The fund may be exposed to additional credit risk that an institution or other entity with which the fund has unsettled or open transactions will default. The fund may invest in higher-yielding, lower-rated bonds that may have a higher rate of default.
Note 8: Summary of derivative activity
The volume of activity for the reporting period for any derivative type that was held during the period is listed below and was based on an average of the holdings at the end of each fiscal quarter:
|
|
Futures contracts (number of contracts) |
40 |
OTC total return swap contracts (notional) |
$7,100,000 |
The following is a summary of the fair value of derivative instruments as of the close of the reporting period:
|
|
|
|
|
Fair value of derivative instruments as of the close of the reporting period |
|
|
ASSET DERIVATIVES |
LIABILITY DERIVATIVES |
Derivatives not |
|
|
|
|
accounted for as |
Statement of |
|
Statement of |
|
hedging instruments |
assets and |
|
assets and |
|
under ASC 815 |
liabilities location |
Fair value |
liabilities location |
Fair value |
Interest rate contracts |
Receivables |
$— |
Payables |
$214,306 |
Total |
|
$— |
|
$214,306 |
The following is a summary of realized and change in unrealized gains or losses of derivative instruments in the Statement of operations for the reporting period (Note 1):
|
|
|
|
Amount of realized gain or (loss) on derivatives recognized in net gain or (loss) on investments |
|
Derivatives not accounted for as hedging |
|
|
|
instruments under ASC 815 |
Futures |
Swaps |
Total |
Interest rate contracts |
$(40,709) |
$872,775 |
$832,066 |
Total |
$(40,709) |
$872,775 |
$832,066 |
|
58 Managed Municipal Income Trust |
|
|
|
|
Change in unrealized appreciation or (depreciation) on derivatives recognized in net gain or (loss) |
on investments |
|
|
|
Derivatives not accounted for as hedging |
|
|
|
instruments under ASC 815 |
Futures |
Swaps |
Total |
Interest rate contracts |
$(109,972) |
$403,100 |
$293,128 |
Total |
$(109,972) |
$403,100 |
$293,128 |
Note 9: Offsetting of financial and derivative assets and liabilities
The following table summarizes any derivatives, repurchase agreements and reverse repurchase agreements, at the end of the reporting period, that are subject to an enforceable master netting agreement or similar agreement. For securities lending transactions or borrowing transactions associated with securities sold short, if any, see Note 1. For financial reporting purposes, the fund does not offset financial assets and financial liabilities that are subject to the master netting agreements in the Statement of assets and liabilities.
|
|
|
|
Citibank, N.A. |
Total |
Assets: |
|
|
OTC Total return swap contracts*# |
$— |
$— |
Total Assets |
$— |
$— |
Liabilities: |
|
|
OTC Total return swap contracts*# |
214,306 |
214,306 |
Total Liabilities |
$214,306 |
$214,306 |
Total Financial and Derivative Net Assets |
$(214,306) |
$(214,306) |
Total collateral received (pledged)†## |
$— |
|
Net amount |
$(214,306) |
|
Controlled collateral received (including |
|
|
TBA commitments)** |
$— |
$— |
Uncontrolled collateral received |
$— |
$— |
Collateral (pledged) (including TBA commitments)** |
$222,068 |
$222,068 |
* Excludes premiums, if any. Included in unrealized appreciation and depreciation on OTC swap contracts on the Statement of assets and liabilities.
** Included with Investments in securities on the Statement of assets and liabilities.
† Additional collateral may be required from certain brokers based on individual agreements.
# Covered by master netting agreement (Note 1).
##Any over-collateralization of total financial and derivative net assets is not shown. Collateral may include amounts related to unsettled agreements.
Note 10: Additional Information
On February 23, 2023, the fund’s Trustees voted to exempt, including on a going forward basis, all prior and, until further notice, new purchases of shares of the fund that might otherwise be deemed “Control Share Acquisitions” under Article 15 of the fund’s Amended and Restated Bylaws from the provisions of Article 15 of the fund’s Amended and Restated Bylaws.
|
Managed Municipal Income Trust 59 |
Note 11: Of special note
On May 31, 2023, Franklin Resources, Inc. (“Franklin Resources”) and Great-West Lifeco Inc., the parent company of Putnam U.S. Holdings I, LLC (“Putnam Holdings”), announced that they have entered into a definitive agreement for a subsidiary of Franklin Resources to acquire Putnam Holdings in a stock and cash transaction.
As part of this transaction, Putnam Management, a wholly-owned subsidiary of Putnam Holdings and investment manager to the Putnam family of funds (the “Putnam Funds”), would become an indirect wholly-owned subsidiary of Franklin Resources.
The transaction is subject to customary closing conditions, including receipt of applicable regulatory approvals. Subject to such approvals and the satisfaction of these conditions, the transaction is currently expected to be consummated in the fourth quarter of 2023 or early 2024.
Under the Investment Company Act of 1940, as amended, consummation of the transaction will result in the automatic termination of the investment management contract between each Putnam Fund and Putnam Management and any related sub-management and sub-advisory contracts, where applicable. In anticipation of this automatic termination, on June 23, 2023, the Board of Trustees of the Putnam Funds approved a new investment management contract between each Putnam Fund and Putnam Management (and new sub-management and sub-advisory contracts, if applicable), which were, or will be, presented to the shareholders of each Putnam Fund for their approval at shareholder meetings in October 2023 or at adjourned sessions of such meetings. Proxy solicitation materials related to these meetings have been made available to shareholders that held shares of the fund at the close of business on July 10, 2023.
Federal tax information (Unaudited)
For the reporting period, a portion of the fund’s distribution represents a return of capital and is therefore not taxable to shareholders.
The fund has designated 95.10% of dividends paid from net investment income during the reporting period as tax exempt for federal income tax purposes.
The Form 1099 that will be mailed to you in January 2024 will show the tax status of all distributions paid to your account in calendar 2023.
|
60 Managed Municipal Income Trust |
Shareholder meeting results (Unaudited)
April 21, 2023 annual meeting
At the meeting, a proposal to fix the number of Trustees at 11 was approved as follows:
|
|
|
Votes for |
Votes against |
Abstentions |
33,691,586 |
1,873,634 |
627,879 |
At the meeting, each of the nominees for Trustees was elected as follows:
|
|
|
|
Votes for |
Votes withheld |
Liaquat Ahamed |
33,288,281 |
2,904,826 |
Barbara M. Baumann |
33,613,289 |
2,579,817 |
Catharine Bond Hill |
33,570,320 |
2,622,787 |
Kenneth R. Leibler |
33,613,780 |
2,579,326 |
Jennifer Williams Murphy |
33,661,161 |
2,531,945 |
Marie Pillai |
33,696,621 |
2,496,486 |
Robert L. Reynolds |
33,814,197 |
2,378,909 |
Manoj P. Singh |
33,489,540 |
2,703,567 |
Mona K. Sutphen |
33,661,772 |
2,531,335 |
A quorum was not present with respect to the matter of electing two Trustees to be voted on by the preferred shareholders voting as a separate class. As a result, in accordance with the fund’s Declaration of Trust and Bylaws, independent Trustees Katinka Domotorffy and George Putnam III remain in office and continue to serve as Trustees.
All tabulations are rounded to the nearest whole number.
|
Managed Municipal Income Trust 61 |
|
62 Managed Municipal Income Trust |
* Mr. Reynolds is an “interested person” (as defined in the Investment Company Act of 1940) of the fund and Putnam Investments. He is President and Chief Executive Officer of Putnam Investments, as well as the President of your fund and each of the other Putnam funds.
The address of each Trustee is 100 Federal Street, Boston, MA 02110.
As of October 31, 2023, there were 89 mutual funds, 4 closed-end funds, and 12 exchange-traded funds in the Putnam funds complex. Each Trustee serves as Trustee of all funds in the Putnam funds complex.
Each Trustee serves for an indefinite term, until his or her resignation, retirement at age 75, removal, or death.
|
Managed Municipal Income Trust 63 |
Officers
In addition to Robert L. Reynolds, the other officers of the fund are shown below:
|
|
James F. Clark (Born 1974) |
Alan G. McCormack (Born 1964) |
Vice President and Chief Compliance Officer |
Vice President and Derivatives Risk Manager |
Since 2016 |
Since 2022 |
Chief Compliance Officer and Chief Risk Officer, |
Head of Quantitative Equities and Risk, |
Putnam Investments, and Chief Compliance Officer, |
Putnam Investments |
Putnam Management |
|
|
Denere P. Poulack (Born 1968) |
Michael J. Higgins (Born 1976) |
Assistant Vice President, Assistant Clerk, |
Vice President, Treasurer, and Clerk |
and Assistant Treasurer |
Since 2010 |
Since 2004 |
|
|
Jonathan S. Horwitz (Born 1955) |
Janet C. Smith (Born 1965) |
Executive Vice President, Principal Executive Officer, |
Vice President, Principal Financial Officer, Principal |
and Compliance Liaison |
Accounting Officer, and Assistant Treasurer |
Since 2004 |
Since 2007 |
|
Head of Fund Administration Services, |
Richard T. Kircher (Born 1962) |
Putnam Investments and Putnam Management |
Vice President and BSA Compliance Officer |
|
Since 2019 |
Stephen J. Tate (Born 1974) |
Assistant Director, Operational Compliance, Putnam |
Vice President and Chief Legal Officer |
Investments and Putnam Retail Management |
Since 2021 |
|
General Counsel, Putnam Investments, |
Martin Lemaire (Born 1984) |
Putnam Management, and Putnam Retail Management |
Vice President and Derivatives Risk Manager |
|
Since 2022 |
Mark C. Trenchard (Born 1962) |
Risk Manager and Risk Analyst, Putnam Investments |
Vice President |
|
Since 2002 |
Susan G. Malloy (Born 1957) |
Director of Operational Compliance, Putnam |
Vice President and Assistant Treasurer |
Investments and Putnam Retail Management |
Since 2007 |
|
Head of Accounting and Middle Office Services, |
|
Putnam Investments and Putnam Management |
|
The principal occupations of the officers for the past five years have been with the employers as shown above, although in some cases they have held different positions with such employers. The address of each officer is 100 Federal Street, Boston, MA 02110.
|
64 Managed Municipal Income Trust |
Fund information
Founded over 85 years ago, Putnam Investments was built around the concept that a balance between risk and reward is the hallmark of a well-rounded financial program. We manage funds across income, value, blend, growth, sustainable, and asset allocation categories.
|
|
|
Investment Manager |
Trustees |
Richard T. Kircher |
Putnam Investment |
Kenneth R. Leibler, Chair |
Vice President and |
Management, LLC |
Barbara M. Baumann, Vice Chair |
BSA Compliance Officer |
100 Federal Street |
Liaquat Ahamed |
|
Boston, MA 02110 |
Katinka Domotorffy |
Martin Lemaire |
|
Catharine Bond Hill |
Vice President and |
Investment Sub-Advisor |
Jennifer Williams Murphy |
Derivatives Risk Manager |
Putnam Investments Limited |
Marie Pillai |
|
16 St James’s Street |
George Putnam III |
Susan G. Malloy |
London, England SW1A 1ER |
Robert L. Reynolds |
Vice President and |
|
Manoj P. Singh |
Assistant Treasurer |
Marketing Services |
Mona K. Sutphen |
|
Putnam Retail Management |
|
Alan G. McCormack |
Limited Partnership |
Officers |
Vice President and |
100 Federal Street |
Robert L. Reynolds |
Derivatives Risk Manager |
Boston, MA 02110 |
President |
|
|
|
Denere P. Poulack |
Custodian |
James F. Clark |
Assistant Vice President, |
State Street Bank |
Vice President and |
Assistant Clerk, and |
and Trust Company |
Chief Compliance Officer |
Assistant Treasurer |
|
|
|
Legal Counsel |
Michael J. Higgins |
Janet C. Smith |
Ropes & Gray LLP |
Vice President, Treasurer, |
Vice President, |
|
and Clerk |
Principal Financial Officer, |
Independent Registered |
|
Principal Accounting Officer, |
Public Accounting Firm |
Jonathan S. Horwitz |
and Assistant Treasurer |
PricewaterhouseCoopers LLP |
Executive Vice President, |
|
|
Principal Executive Officer, |
Stephen J. Tate |
|
and Compliance Liaison |
Vice President and |
|
|
Chief Legal Officer |
|
|
|
|
|
Mark C. Trenchard |
|
|
Vice President |
Call 1-800-225-1581 Monday through Friday between 8:00 a.m. and 8:00 p.m. Eastern Time, or visit putnam.com anytime for up-to-date information about the fund’s NAV.
Item 2. Code of Ethics:
(a) The Fund’s principal executive, financial and accounting officers
are employees of Putnam Investment Management, LLC, the Fund's investment manager. As such they are subject to a comprehensive Code of
Ethics adopted and administered by Putnam Investments which is designed to protect the interests of the firm and its clients. The Fund
has adopted a Code of Ethics which incorporates the Code of Ethics of Putnam Investments with respect to all of its officers and Trustees
who are employees of Putnam Investment Management, LLC. For this reason, the Fund has not adopted a separate code of ethics governing
its principal executive, financial and accounting officers.
(c) In January 2023, the Code of Ethics of
Putnam Investments and Code of Ethics of Putnam Funds were amended. The key changes to the Putnam Investments Code of Ethics are as follows:
(i) Prohibition on investments in a single stock ETFs and (ii) Revision to the 7-day blackout rule for Analysts. The key change to the
Putnam Funds Code of Ethics was that the provisions of the Code of Ethics for employees of PanAgora Asset Management, inc. and any of
its subsidiaries are excluded from the Putnam Funds’ Code of Ethics.
Item 3. Audit Committee Financial Expert:
The Funds' Audit, Compliance and Risk Committee is comprised solely of
Trustees who are “independent” (as such term has been defined by the Securities and Exchange Commission (“SEC”)
in regulations implementing Section 407 of the Sarbanes-Oxley Act (the “Regulations”)). The Trustees believe that each member
of the Audit, Compliance and Risk Committee also possesses a combination of knowledge and experience with respect to financial accounting
matters, as well as other attributes, that qualifies him or her for service on the Committee. In addition, the Trustees have determined
that each of Dr. Hill, Ms. Murphy and Mr. Singh qualifies as an “audit committee financial expert” (as such term has been
defined by the Regulations) based on their review of his or her pertinent experience and education.The SEC has stated, and the funds'
amended and restated agreement and Declaration of Trust provides, that the designation or identification of a person as an audit committee
financial expert pursuant to this Item 3 of Form N-CSR does not impose on such person any duties, obligations or liability that are greater
than the duties, obligations and liability imposed on such person as a member of the Audit, Compliance and Risk Committee and the Board
of Trustees in the absence of such designation or identification.
Item 4. Principal Accountant Fees and Services:
The following table presents fees billed in each of the last two fiscal
years for services rendered to the fund by the fund’s independent auditor:
Fiscal year ended
|
Audit Fees
|
Audit-Related Fees |
Tax Fees
|
All Other Fees |
October 31, 2023 |
$76,739 |
$
— |
9,166 |
$
— |
October 31, 2022 |
$73,239 |
$
— |
$9,108 |
$
— |
For the fiscal years ended October 31, 2023 and October 31, 2022, the fund’s
independent auditor billed aggregate non-audit fees in the amounts of $229,798 and $307,391 respectively, to the fund, Putnam Management
and any entity controlling, controlled by or under common control with Putnam Management that provides ongoing services to the fund.
Audit Fees represent fees billed for the fund's last two fiscal years relating
to the audit and review of the financial statements included in annual reports and registration statements, and other services that are
normally provided in connection with statutory and regulatory filings or engagements.
Audit-Related Fees represent fees billed in the fund’s last two fiscal
years for services traditionally performed by the fund’s auditor, including accounting consultation for proposed transactions or
concerning financial accounting and reporting standards and other audit or attest services not required by statute or regulation.
Tax Fees represent fees billed in the fund’s last two fiscal years
for tax compliance, tax planning and tax advice services. Tax planning and tax advice services include assistance with tax audits, employee
benefit plans and requests for rulings or technical advice from taxing authorities.
Pre-Approval Policies of the Audit, Compliance and Risk Committee. The Audit,
Compliance and Risk Committee of the Putnam funds has determined that, as a matter of policy, all work performed for the funds by the
funds’ independent auditors will be pre-approved by the Committee itself and thus will generally not be subject to pre-approval
procedures.
The Audit, Compliance and Risk Committee also has adopted a policy to pre-approve
the engagement by Putnam Management and certain of its affiliates of the funds’ independent auditors, even in circumstances where
pre-approval is not required by applicable law. Any such requests by Putnam Management or certain of its affiliates are typically submitted
in writing to the Committee and explain, among other things, the nature of the proposed engagement, the estimated fees, and why this work
should be performed by that particular audit firm as opposed to another one. In reviewing such requests, the Committee considers, among
other things, whether the provision of such services by the audit firm are compatible with the independence of the audit firm.
The following table presents fees billed by the fund’s independent
auditor for services required to be approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X.
Fiscal year ended
|
Audit-Related Fees
|
Tax Fees
|
All Other Fees
|
Total Non-Audit Fees
|
October
31, 2023 |
$ — |
$220,632 |
$ — |
$ — |
October
31, 2022 |
$ — |
$298,283 |
$ — |
$ — |
(i) Not applicable
(j) Not applicable
Item 5. Audit Committee of Listed Registrants
(a) The fund has a separately-designated Audit, Compliance and Risk Committee
established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended. The Audit, Compliance and Distribution
Risk of the fund's Board of Trustees is composed of the following persons:
Katinka Domotorffy
Catharine Bond Hill
Jennifer Williams Murphy
Marie Pillai
Manoj P. Singh
(b) Not applicable
Item 6. Schedule of Investments:
The registrant’s schedule of investments in unaffiliated issuers is
included in the report to shareholders in Item 1 above.
Item 7. Disclosure of Proxy Voting Policies and Procedures For Closed-End
Management Investment Companies:
The Trustees of the Putnam Funds have delegated proxy voting authority
for the securities held in the funds’ portfolios to Putnam Management and have approved Putnam Management’s current proxy
voting guidelines and procedures
Putnam Investments
Proxy Voting Procedures
Introduction and Summary
Many of Putnam’s investment management clients have delegated to Putnam
the authority to vote proxies for shares in the client accounts Putnam manages. Putnam believes that the voting of proxies can be an important
tool for institutional investors to promote best practices in corporate governance and votes all proxies in the best interests of its
clients as investors. In Putnam’s view, strong corporate governance policies, most notably oversight by an independent board of
qualified directors, best serve investors’ interests. Putnam will vote proxies and maintain records of voting of shares for which
Putnam has proxy voting authority in accordance with its fiduciary obligations and applicable law.
Putnam’s voting policies are rooted in our views that (1) strong,
independent corporate governance is important to long-term company financial performance, and (2) long-term investors’ active engagement
with company management, including through the proxy voting process, strengthens issuer accountability and overall market discipline,
potentially reducing risk and improving returns over time. Our voting program is offered as a part of our investment management services,
at no incremental fee to Putnam, and, while there can be no guarantees, it is intended to offer potential investment benefits over a long-term
horizon. Our voting policies are designed with investment considerations in mind, not as a means to pursue particular political, social,
or other goals. As a result, we may not support certain proposals whose costs to the issuer (including implementation costs, practicability,
and other factors), in Putnam’s view, outweigh their investment merits.
This memorandum sets forth Putnam’s policies for voting proxies. It
covers all accounts for which Putnam has proxy voting authority. These accounts include the Putnam Mutual Funds1 and Putnam Exchange-Traded Funds, US and international
institutional accounts and funds managed or sub-advised by The Putnam Advisory Company, LLC, Putnam Investments Limited and Putnam Fiduciary
Trust Company, LLC. In addition, the policies include US mutual funds and other accounts sub-advised by Putnam Investment Management,
LLC.
Proxy Committee
Putnam has a Proxy Committee composed of senior professionals, including
from the Investment Division and the Sustainability Strategy group. The heads of the Investment Division appoint the members of the Proxy
Committee from the Investment Division. The Proxy Committee is responsible for setting general policy as to proxies. Specifically, the
Committee:
| 1. | Reviews
these procedures and the Proxy Voting Guidelines annually and approves any amendments considered to be advisable. |
| 2. | Considers
special proxy issues as they may from time to time arise. |
| 3. | Must
approve all vote overrides recommended by investment professionals. |
Proxy Voting Administration
The Putnam Legal and Compliance Department administers Putnam’s proxy
voting through a Proxy Voting Team. Under the supervision of senior members of the Legal and Compliance Department, the Proxy Voting Team
has the following duties:
| 1. | Annually
prepares the Proxy Voting Guidelines and distributes them to the Proxy Committee for review. |
| 2. | Coordinates
the Proxy Committee’s review of any new or unusual proxy issues and serves as Secretary thereto. |
| 3. | Manages
the process of referring issues to portfolio managers for voting instructions. |
| 4. | Oversees
the work of any third-party vendor hired to process proxy votes (as of the date of these procedures Putnam has engaged Glass Lewis &
Co. (Glass Lewis) to process proxy votes) and the process of setting up the voting process with Glass Lewis and custodial banks for new
clients. |
| 5. | Coordinates responses to investment professionals’ questions on proxy issues and proxy policies, including forwarding specialized
proxy research from Glass Lewis |
______________________
1 Effective January 27, 2023, the Board of Trustees of the Putnam
Mutual Funds delegated proxy voting authority to Putnam Investment Management, LLC, the investment manager to the Putnam Mutual Funds.
and other vendors and forwards information to investment professionals
prepared by other areas at Putnam.
D.
| 6. | Implements
the exception process with respect to referred items on securities held solely in accounts managed by the Global Asset Allocation (“GAA”)
team described in more detail in the Proxy Referral section below. |
| 7. | Maintains required records of proxy votes on behalf of the appropriate Putnam client accounts. |
| 8. | Prepares and distributes reports required by Putnam clients. |
Proxy Voting Guidelines
Putnam maintains written voting guidelines (“Guidelines”) setting
forth voting positions determined by the Proxy Committee on those issues believed most likely to arise day to day. The Guidelines may
call for votes to be cast normally in favor of or opposed to a matter or may deem the matter an item to be referred to investment professionals
on a case-by-case basis. A copy of the Guidelines is attached to this memorandum as Exhibit A.
In light of our views on the importance of issuer governance and investor
engagement, which we believe are applicable across our various strategies and clients, regardless of a specific portfolio’s investment
objective, Putnam will vote all proxies in accordance with the Guidelines, subject to two exceptions as follows:
| 1. | If
the portfolio managers of client accounts holding the stock of a company with a proxy vote believe that following the Guidelines in any
specific case would not be in the clients’ best interests, they may request the Proxy Voting Team not to follow the guidelines
in such case. The request must be in writing and include an explanation of the rationale for doing so. The Proxy Voting Team will review
any such request with a senior member of the Legal and Compliance Department and with the Proxy Committee (or, in cases with limited
time, with the Chair of the Proxy Committee acting on the Proxy Committee’s behalf) prior to implementing the request. |
| 2. | Putnam
may accept instructions to vote proxies under client specific guidelines subject to review and acceptance by the Investment Division
and the Legal and Compliance Department. |
Other
| 1. | Putnam
may elect not to vote when the security is no longer held. |
| 2. | Putnam
will abstain on items that require case-by-case review when a vote recommendation from the appropriate investment professional(s)
cannot be |
| 3. | obtained
due to restrictive voting deadlines or other prohibitive operational or administrative requirements. |
E.
| 4. | Where
securities held in Putnam client accounts, including the Putnam mutual funds, have been loaned to third parties in connection with a
securities lending program administered by Putnam (through securities lending agents overseen by Putnam), Putnam has instructed lending
agents to recall U.S. securities on loan to vote proxies, in accordance with Putnam’s securities lending procedures. Due to differences
in non-U.S. markets, Putnam does not currently seek to recall non-U.S. securities on loan. In addition, where Putnam does not administer
a client’s securities lending program, this recall policy does not apply, since Putnam generally does not have information on loan
details or authority to effect recalls in those cases. It is possible that, for impracticability or other reasons, a recalled security
may not be returned to the relevant custodian in time to allow Putnam to vote the relevant proxy. |
F.
| 5. | Putnam
will make its reasonable best efforts to vote all proxies except when impeded by circumstances that are reasonably beyond its control
and responsibility, such as custodial proxy voting services, in part or whole, not available or not established by a client, or custodial
error. |
Proxy Voting Referrals
Under the Guidelines, certain proxy matters will be referred to the Investment
Division. The Portfolio Manager receiving the referral request may delegate the vote decision to an appropriate Analyst from among a list
of eligible analysts (such list to be approved by the Chief Investment Officer, Equities and Director of Equity Research). The Analyst
will be required to make the affirmation and disclosures identified in (3) below. Normally specific referral items will be referred to
the portfolio team leader (or another member of the portfolio team he or she designates) whose accounts hold the greatest number of shares
of the issuer of the proxies through the Proxy Referral Administration Database. The referral request contains (1) a field that will be
used by the portfolio team leader or member for recommending a vote on each referral item, (2) a field for describing any contacts relating
to the proxy referral item the portfolio team may have had with any Putnam employee outside Putnam’s Investment Division or with
any person other than a proxy solicitor acting in the normal course of proxy solicitation, and (3) a field for portfolio managers to affirm
that they are making vote recommendations in the best interest of client accounts and have disclosed to Compliance any potential conflicts
of interest relevant to their vote recommendation.
Putnam may vote any referred items on securities held solely in accounts
managed by the Global Asset Allocation (“GAA”) team (and not held by any other investment product team) in accordance with
the recommendation of Putnam’s third-party proxy voting service provider. The Proxy Voting Team will first give the relevant portfolio
manager(s) on the GAA team the opportunity to review the referred items and vote on them. If the portfolio manager(s) on the GAA team
do not decide to make any active voting decision on any of the referred items, the items will be voted in accordance with
the service provider’s recommendation. If the security is also held by other investment teams at Putnam, the items will be referred
to the largest holder who is not a member of the GAA team.
The portfolio team leader or members who have been requested to provide
a recommendation on a proxy referral item will complete the referral request. Upon receiving each completed referral request from the
Investment Division, the Proxy Voting Team will review the completed request for accuracy and completeness, and will follow up with representatives
of the Investment Division as appropriate.
Conflicts of Interest
A potential conflict of interest may arise when voting proxies of an issuer
which has a significant business relationship with Putnam. For example, Putnam could manage a defined benefit or defined contribution
pension plan for the issuer. Putnam’s policy is to vote proxies based solely on the investment merits of the proposal. In order
to guard against conflicts, the following procedures have been adopted:
| 1. | The Proxy Committee is composed of senior professionals, including from the Investment Division and Sustainability Strategy group.
Proxy administration is in the Legal and Compliance Department. Neither the Investment Division nor the Legal and Compliance Department
report to Putnam’s marketing businesses. |
| 2. | No Putnam employee outside the Investment Division or Sustainability Strategy Group may contact any portfolio manager about any proxy
vote without first contacting the Proxy Voting Team or a senior lawyer in the Legal and Compliance Department. There is no prohibition
on Putnam employees seeking to communicate investment-related information to investment professionals except for Putnam’s restrictions
on dissemination of material, non-public information. However, the Proxy Voting Team will coordinate the delivery of such information
to investment professionals to avoid appearances of conflict. |
| 3. | Investment professionals responding to referral requests must disclose any contacts with third parties other than normal contact with
proxy solicitation firms and must affirm that they are making vote recommendations in the best interest of client accounts and have disclosed
to Compliance any potential conflicts of interest relevant to their vote recommendation. |
| 4. | The Proxy Voting Team will review the name of the issuer of each proxy that contains a referral item against various sources of Putnam
business relationships maintained by the Legal and Compliance Department or Client Service for potential material business relationships
(i.e., conflicts of interest). For referrals, the Proxy Voting Team will complete the Proxy Voting Conflict of Interest Disclosure Form (attached as Exhibit B and C)
via the Proxy Referral Administration Database and will prepare a quarterly report for the Chief Compliance Officer identifying all completed
Conflict of Interest Disclosure forms. The Proxy Voting Team will provide the information contained in each Conflict of Interest Disclosure
Form to The Office of the Trustees of The Putnam Funds prior to the submission of any related vote. |
| 5. | Putnam’s Proxy Voting Guidelines may only be overridden with the written recommendation from a member of the Investment Division
and concurrence of the Legal and Compliance Department and the Proxy Committee (or, in cases with limited time, with the Chair of the
Proxy Committee on the Proxy Committee’s behalf). |
Recordkeeping
The Legal and Compliance Department will retain copies
of the following books and records:
| 1. | A copy of the Proxy Voting Procedures and Guidelines as are from time to time in effect; |
| 2. | A copy of each proxy statement received with respect to securities in client accounts; |
| 3. | Records of each vote cast for each client; |
| 4. | Internal documents generated in connection with a proxy referral to the Investment Division, such as emails,
memoranda, etc. |
| 5. | Written reports to clients on proxy voting and all client requests for information and Putnam’s
response. |
All records will be maintained for seven years. A proxy
vendor may on Putnam’s behalf maintain the records noted in 2 and 3 above if it commits to providing copies promptly upon request.
Exhibit A to Proxy Procedures
Putnam Investments Proxy Voting Guidelines
The proxy voting guidelines below summarize Putnam’s positions on
various issues of concern to investors and indicate how client portfolio securities will be voted on proposals dealing with a particular
issue. The proxy voting service is instructed to vote all proxies relating to client portfolio securities in accordance with these guidelines,
except as otherwise instructed by the Proxy Voting Team.
Putnam’s voting policies are rooted in our views that (1) strong,
independent corporate governance is important to long-term company financial performance, and (2) long-term investors’ active engagement
with company management, including through the proxy voting process, strengthens issuer accountability and overall market discipline,
potentially reducing risk and improving returns over time. Our voting program is offered as a part of our investment management services,
at no incremental fee to Putnam, and, while there can be no guarantees, it is intended to offer potential investment benefits over a long-term
horizon. Our voting policies are designed with investment considerations in mind, not as a means to pursue particular political, social,
or other goals. As a result, we may not support certain proposals whose costs to the issuer (including implementation costs, practicability,
and other factors), in Putnam’s view, outweigh their investment merits.
These proxy voting policies are intended to be decision-making guidelines.
The guidelines are not exhaustive and do not include all potential voting issues. In addition, as contemplated by and subject to Putnam’s
Proxy Voting Procedures, because proxy issues and the circumstances of individual companies are so varied, portfolio teams may recommend
votes that may vary from the general policy choices set forth in the guidelines.
The following guidelines are grouped according to the types of proposals
generally presented to shareholders. Part I deals with proposals which have been approved and recommended by a company’s board of
directors. Part II deals with proposals submitted by shareholders for inclusion in proxy statements. Part III addresses unique considerations
pertaining to non-US issuers.
I. Board-Approved Proposals
Proxies will be voted for board-approved proposals, except
as follows:
A. Matters Relating to the Board of Directors
Uncontested Election of Directors
The board of directors has the important role of overseeing management and
its performance on behalf of shareholders. Proxies will be voted for the election of the company’s nominees for directors
(and/or subsidiary directors) and for board-approved proposals on other matters relating to the board of directors (provided
that such nominees and other matters have been approved by an independent nominating committee), except as follows:
| Ø | Putnam will withhold votes from the entire board of directors
if: |
| • | The
board does not have a majority of independent directors, |
| • | The
board does not have nominating, audit and compensation committees composed solely of independent directors, or |
| • | The
board has more than 15 members or fewer than five members, absent special circumstances. |
| Ø | Putnam may refrain from withholding votes from the board due to insufficient
key committee independence due to director resignation, change in board structure, or other specific circumstances, provided that the
company has stated (for example in an 8-K), or it can otherwise be determined, that the board will address committee composition to ensure
compliance with the applicable corporate governance code in a timely manner after the shareholder meeting and the company has a history
of appropriate board independence. |
Unless otherwise indicated, for the purposes of determining whether a board
has a majority of independent directors and independent nominating, audit, and compensation committees, an independent director is a director
who (1) meets all requirements to serve as an independent director of a company under the final NYSE Corporate Governance Rules (e.g.,
no material business relationships with the company and no present or recent employment relationship with the company (including employment
of an immediate family member as an executive officer)), and (2) has not accepted directly or indirectly any consulting, advisory, or
other compensatory fee (excluding immaterial fees for transactional services as defined by the NYSE Corporate Governance rules) from the
company other than in his or her capacity as a member of the board of directors or any board committee. Putnam believes that the receipt
of such compensation for services other than service as a director raises significant independence issues.
| Ø | Putnam will withhold votes from any nominee for director who
is considered an independent director by the company and who has received compensation within the last three years from the company for
the provision of professional services (e.g., investment banking, consulting, legal or financial advisory fees). |
| Ø | Putnam will withhold votes from any nominee for director who
attends fewer than 75% of board and committee meetings. Putnam may refrain from withholding votes on a case-by-case basis if a valid
reason for the absence exists, such as illness, personal emergency, potential conflict of interest, etc. |
| Ø | Putnam will withhold votes from any incumbent nominee for director
who served on a board that has not acted to implement a policy requested in a shareholder proposal that received the support of a majority
of the votes actually cast on the matter at its previous two annual meetings, or |
| Ø | Putnam will withhold votes from any incumbent nominee for director
who served on a board that adopted, renewed, or made a material adverse modification to a shareholder rights plan (commonly referred to
as a “poison pill”) without shareholder approval during the current or prior calendar year. (This is applicable to any type
of poison pill, for example, advance-warning type pill, EGM pill, and Trust Defense Plans in Japan.) |
G.
Putnam will refrain from opposing the board members who served
at the time of the adoption of the poison pill if the duration is one year or less, if the plan contains other suitable restrictions;
or if the company publicly discloses convincing rationale for its adoption and seeks shareholder approval of future renewals of the poison
pill. (Suitable restrictions could include but are not limited to, a higher threshold for passive investors. Convincing rationale could
include circumstances such as, but not limited to, extreme market disruption or conditions, stock volatility, substantial merger, active
investor interest, or takeover attempts.)
H.
| Ø | Numerous studies of gender diversity on boards have shown that diverse boards
are associated, over the long term, with, among other things, higher financial returns and lower volatility. Putnam will withhold
votes from the chair of the Nominating Committee if: |
| • | there are no women on the board, or |
| • | in the case of a board of seven members or more, there are fewer than two
women on the board, or |
| • | there is no apparent racial or ethnic diversity on the board, and the board
has not provided sufficient disclosure regarding its plans to achieve racial or ethnic diversity |
| Ø | Putnam will withhold votes from the Nominating Committee Chair
for companies that have not provided any disclosure of both the board’s diversity (e.g., race or ethnicity) at the aggregate board
or individual director level and the company’s policies, or plans to establish such policies, regarding the consideration
of diversity in identifying director nominees. Putnam expects companies to provide both disclosure of diversity within their current board
composition as well as its policies regarding its approach to board diversity. |
(Note: Gender diversity is addressed under a separate guideline.)
Putnam is concerned about over-committed directors. In some cases, directors
may serve on too many boards to make a meaningful contribution. This may be particularly true for senior executives of public companies
(or other directors with substantially full-time employment) who serve on more than a few outside boards.
| Ø | Putnam will vote against any non-executive nominee for director
who serves on more than four (4) public company boards, except where Putnam would otherwise be withholding votes for the entire board
of directors. For the purpose of this guideline, boards of affiliated registered investment companies and other similar entities such
as UCITS will count as one board. Generally, Putnam will withhold support from directors serving on more than four unaffiliated public
company boards, although an exception may be made in the case of a director who represents an investing firm with the sole purpose of
managing a portfolio of investments that includes the company. |
| Ø | Putnam will withhold votes from any nominee for director
who serves as an executive officer of any public company (“home company”) while serving on more than two (2) public company
boards other than the home company board. (Putnam will withhold votes from the nominee at each company where Putnam client portfolios
own shares.) In addition, if Putnam client portfolios are shareholders of the executive's home company, Putnam will withhold votes from
members of the company's governance committee. For the purpose of this guideline, boards of affiliated registered investment companies
and other similar entities such as UCITS will count as one board. |
I.
| Ø | Putnam will withhold votes from any nominee for director of
a public company (Company A) who is employed as a senior executive of another public company (Company B) if a director of Company B serves
as a senior executive of Company A (commonly referred to as an “interlocking directorate”). |
Board independence depends not only on its members’ individual relationships,
but also the board’s overall attitude toward management. Independent boards are committed to good corporate governance practices
and, by providing objective independent judgment, enhancing shareholder value. Putnam may withhold votes on a case-by-case basis from
some or all directors that, through their lack of independence, have failed to observe good corporate governance practices or, through
specific corporate action, have demonstrated a disregard for the interest of shareholders.
Note: Designation of executive director is based on company disclosure.
| Ø | Putnam will vote against proposals that provide that a director
may be removed only for cause. Putnam will generally vote for proposals that permit the removal of directors with or without
cause. |
| Ø | Putnam will vote against proposals authorizing a board to fill
a director vacancy without shareholder approval. |
| Ø | Putnam will vote on a case-by-case basis on subsidiary director
nominees if Putnam will be voting against the nominees of the parent company’s board. |
| Ø | Putnam will vote on a case-by-case basis for director nominees,
including nominees for positions on Supervisory Boards or Supervisory Committees, or similar board entities (depending on board structure),
for (re)election when cumulative voting applies. |
J.
| Ø | Putnam will vote for proposals to approve annual directors’
fees, except that Putnam will vote on a case-by-case basis if Putnam’s independent proxy voting service has recommended
a vote against such proposal. Additionally, Putnam will vote for proposals to approve the grant of equity awards to directors,
except that Putnam will consider these proposals on a case-by-case basis if Putnam’s proxy service provider is recommending
a vote against the proposal. |
Classified Boards
| Ø | Putnam will vote against proposals to classify a board, absent
special circumstances indicating that shareholder interests would be better served by this structure. |
Ratification of Auditors
| Ø | Putnam will vote on a case-by-case basis on proposals to ratify
the selection of independent auditors if there is evidence that the audit firm’s independence or the integrity of an audit is compromised.
(Otherwise, Putnam will vote for.) |
Contested Elections of Directors
| Ø | Putnam will vote on a case-by-case basis in contested elections
of directors. |
B. Executive Compensation
Putnam will vote on a case-by-case basis on board-approved
proposals relating to executive compensation, except as follows:
| Ø | Putnam will vote for stock option and restricted stock plans
that will result in an average annual dilution of 1.67% or less (based on the disclosed term of the plan and including all equity-based
plans), except where Putnam would otherwise be withholding votes for the entire board of directors in which case Putnam will evaluate
the plans on a case-by-case basis. |
| Ø | Putnam will vote against stock option and restricted stock plans
that will result in an average annual dilution of greater than 1.67% (based on the disclosed term of the plan and including all equity
plans). |
| Ø | Putnam will vote against any stock option or restricted stock
plan where the company's actual grants of stock options and restricted stock under all equity-based compensation plans during the prior
three (3) fiscal years have resulted in an average annual dilution of greater than 1.67%. |
K.
| • | Additionally, if the annualized dilution cannot be calculated, Putnam will
vote for plans where the Total Potential Dilution is 5% or less. If the annualized dilution cannot be calculated and the
Total Potential Dilution exceeds 5%, then Putnam will vote against. Note: Such plans must first pass all of Putnam's other
screens. |
| Ø | Putnam will vote proposals to issue equity grants to executives on a case-by-case
basis. |
| Ø | Putnam will vote against stock option plans that permit replacing
or repricing of underwater options (and against any proposal to authorize such replacement or repricing of underwater options). |
| Ø | Putnam will vote against stock option plans that permit issuance
of options with an exercise price below the stock’s current market price. |
L.
| Ø | Putnam will vote against stock option plans/ restricted stock
plans with evergreen features providing for automatic share replenishment. |
| Ø | Putnam will vote for bonus plans under which payments are treated
as performance-based compensation that is deductible under Section 162(m) of the Internal Revenue Code of 1986, as amended, except as
follows:
Vote on a case-by-case basis on such proposals if any of the following circumstances exist:
|
| • | the amount per employee under the plan is unlimited, or |
| • | the maximum award pool is undisclosed, or |
| • | the incentive bonus plan’s performance criteria are undisclosed, or |
| • | the independent proxy voting service recommends a vote against. |
| Ø | Putnam will vote in favor of the annual presentation of advisory votes on
executive compensation (Say-on-Pay). |
| Ø | Putnam will generally vote for advisory votes on executive compensation
(Say-on-Pay). However, Putnam will vote against an advisory vote if the company fails (receives an F grade) to effectively
link executive compensation to company performance according to benchmarking performed by the independent
proxy voting service. |
M.
| • | Putnam will vote on a case-by-case basis if the company receives
an F grade by the independent proxy voting service and the recommendation by that service is favorable. |
| • | Additionally, if there is no grade attributed to the company's executive pay,
Putnam will generally vote for, unless the recommendation of the independent proxy voting service is against, in which case
Putnam will review the proposal on a case-by-case basis. |
| Ø | Putnam will vote on a case-by-case basis on severance agreements
(e.g., golden and tin parachutes) |
| Ø | Putnam will withhold votes from members of a Board of Directors
which has approved compensation arrangements Putnam’s investment personnel have determined are grossly unreasonable at the next
election at which such director is up for re-election. |
| Ø | Putnam will vote for employee stock purchase plans that have
the following features: (1) the shares purchased under the plan are acquired for no less than 85% of their market value, (2) the offering
period under the plan is 27 months or less, and (3) dilution is 10% or less. |
| Ø | Putnam will vote for Non-qualified Employee Stock Purchase Plans
with all the following features: |
1) Broad-based participation (i.e., all employees of the
company with the exclusion of individuals with 5 percent or more of beneficial ownership of the company).
2) Limits on employee contribution, which may be a fixed
dollar amount or expressed as a percent of base salary.
3) Company matching contribution up to 25 percent of employee's
contribution, which is effectively a discount of 20 percent from market value.
4) No discount on the stock price on the date of purchase
since there is a company matching contribution.
Putnam will vote against Non-qualified Employee Stock
Purchase Plans when any of the plan
features do not meet the above criteria.
Putnam may vote against executive compensation proposals on a case-by-case
basis where compensation is excessive by reasonable corporate standards, or where a company fails to provide transparent disclosure of
executive compensation. In voting on proposals relating to executive compensation, Putnam will consider whether the proposal has been
approved by an independent compensation committee of the board.
C. Capitalization
Putnam will vote on a case-by-case basis on board-approved
proposals involving changes to a company’s capitalization, except as follows:
| Ø | Putnam will vote for proposals relating to the authorization
of additional common stock, except that Putnam will evaluate such proposals on a case-by-case basis if (i) they relate to
a specific transaction or to common stock with special voting rights, (ii) the company has a non-shareholder approved poison pill in place,
or (iii) the company has had sizeable stock placements to insiders within the past three years at prices substantially below market value
without shareholder approval. |
| Ø | Putnam will vote for proposals to effect stock splits (excluding
reverse stock splits.) |
| Ø | Putnam will vote for proposals authorizing share repurchase
programs, except that Putnam will vote on a case-by-case basis if there are concerns that there may be abusive practices
related to the share repurchase programs. |
N.
| O. | Acquisitions, Mergers, Reorganizations and |
Other Transactions
Putnam will vote on a case-by-case basis on business transactions
such as acquisitions, mergers, reorganizations involving business combinations, liquidations and sale of all or substantially all of a
company’s assets.
E. Anti-Takeover Measures
Putnam will vote against board-approved proposals to adopt
anti-takeover measures such as supermajority voting provisions, issuance of blank check preferred stock, the creation of a separate class
of stock with disparate voting rights, control share acquisition provisions, targeted share placements, and ability to make greenmail
payments, except as follows:
| Ø | Putnam will vote on a case-by-case basis on proposals to ratify
or approve shareholder rights plans; |
| Ø | Putnam will vote on a case-by-case basis on proposals to adopt
fair price provisions. |
P.
| Ø | Putnam will vote on a case-by-case basis on proposals to issue
blank check preferred stock in the case of REITs (only). |
Q.
| Ø | Putnam will generally vote for proposals that enable or expand
shareholders’ ability to take action by written consent. |
R.
| Ø | Putnam will vote on a case-by-case basis on proposals to increase
shares of an existing class of stock with disparate voting rights from another share class. |
| Ø | Putnam will vote on a case-by-case basis on shareholder
or board-approved proposals to eliminate supermajority voting provisions at controlled companies (companies in which an individual
or a group voting collectively holds a majority of the voting interest). |
S.
| Ø | Putnam will vote on a case-by-case basis on board-approved
proposals to adopt supermajority voting provisions at controlled companies (companies in which an individual or a group voting collectively
holds a majority of the voting interest). |
T.
| Ø | Putnam will vote on a case-by-case
basis on proposals to issue blank check preferred stock if appropriate “de-clawed” language is present. Specifically,
appropriate de-clawed language will include cases where the Company states (i.e.,
through 8-K, proxy statement or other public disclosure) it will
not use the preferred stock for anti-takeover purposes, or in order to implement a shareholder rights plan, or discloses a commitment
to submit any future issuances of preferred stock to be used in a shareholder rights plan/anti-takeover purpose to a shareholder vote
prior to its adoption. |
F. Other Business Matters
Putnam will vote for board-approved proposals approving routine
business matters such as changing the company’s name and procedural matters relating to the shareholder meeting, except as follows:
| Ø | Putnam will vote on a case-by-case basis on proposals to amend
a company’s charter or bylaws (except for charter amendments necessary or to effect stock splits, to change a company’s name,
to authorize additional shares of common stock or other matters which are considered routine (for example, director age or term limits),
technical in nature, fall within Putnam’s guidelines (for example, regarding board size or virtual meetings), are required pursuant
to regulatory and/or listing rules, have little or no economic impact or will not negatively impact shareholder rights). |
| Ø | Additionally, Putnam believes the bundling of items, whether the items are related or unrelated, is generally not in shareholders’
best interest. We may vote against the entire bundled proposal if we would normally vote against any of the items if presented
individually. In these cases, we will review the bundled proposal on a case-by-case basis. |
| Ø | Putnam generally supports quorum requirements if the level is set high enough
to ensure a broad range of shareholders is represented in person or by proxy but low enough so that the Company can transact necessary
business. Putnam will vote on a case-by-case basis on proposals seeking to change quorum requirements; however, Putnam will
normally support proposals that seek to comply with market or exchange requirements. |
| Ø | Putnam will vote on a case-by-case basis on proposals seeking
to change a company’s state of incorporation. However, Putnam will vote for mergers and reorganizations involving
business combinations designed solely to reincorporate a company in Delaware. |
| Ø | Putnam will vote against authorization to transact other unidentified,
substantive business at the meeting. |
U.
| Ø | Putnam will vote against proposals where there is a lack of
information to make an informed voting decision. |
| Ø | Putnam will vote as follows on proposals to adjourn shareholder meetings: |
If Putnam is withholding support for the board of the company
at the meeting, any proposal to adjourn should be referred for case-by-case analysis.
If Putnam is not withholding support for the board, Putnam will
vote in favor of adjourning, unless the vote concerns an issue that is being referred back to Putnam for case-by-case review. Under such
circumstances, the proposal to adjourn should also be referred to Putnam for case-by-case analysis.
| Ø | Putnam will vote against management proposals to adopt a specific
state’s courts, or a specific U.S. district court as the exclusive forum for certain disputes, except that Putnam will vote for
proposals adopting the State of Delaware, or the Delaware Chancery Court, as the exclusive forum, for corporate law matters for issuers
incorporated in Delaware. Requiring shareholders to bring actions solely in one state may discourage the pursuit of derivative claims
by increasing their difficulty and cost. However, Putnam’s guideline recognizes the expertise of the Delaware state court system
in handling disputes involving Delaware corporations. In addition, Putnam will withhold votes from the chair of the Nominating/Governance
committee if a company amends its Bylaws, or takes other actions, to adopt a specific state’s courts (other than Delaware courts,
for issuers incorporated in Delaware) or a specific U.S. district court as the exclusive forum for certain disputes without shareholder
approval. |
| Ø | Putnam will vote on a case-by-case basis on management proposals
seeking to adopt a bylaw amendment allowing the company to shift legal fees and costs to unsuccessful plaintiffs in intra-corporate litigation
(fee-shifting bylaw). Additionally, Putnam will vote against the Chair of the Nominating/Governance committee if a company
adopts a fee-shifting bylaw amendment without shareholder approval. |
| Ø | Putnam will support management/shareholder proxy access proposals as long
as the proposals align with the following principles for a shareholder (or up to 20 shareholders together as a group) to receive proxy
access: |
| V. | 1) The required minimum aggregate ownership of the Company’s outstanding common stock is no greater than 3%; |
| W. | 2) The required minimum holding period for the shareholder proponent(s) is no greater than two years; and |
| X. | 3) The shareholder(s) are permitted to nominate at least 20% of director candidates for election to the board. |
Proposals requesting shares be held for 3 years will be reviewed
on a case-by-case basis. Putnam will vote against proposals requesting shares be held for more than
three years. Proposals that meet Putnam’s stated criteria and include other requirements relating to issues such as, but not limited
to, shares on loan or compensation agreements with nominees, will be reviewed on a case-by-case basis.
Additionally, shareholder proposals seeking an amendment to a
company’s proxy access policy which include any one of the supported criteria under Putnam’s guidelines, for example, a 2-year
holding period for shareholders, will be reviewed on a case-by-case basis.
| Ø | Putnam supports management / shareholder proposals giving shareholders the
right to call a special meeting as long as the ownership requirement in such proposals is at least 15% of the company's outstanding
common stock and not more than 25%. |
In general, Putnam will vote for management or shareholder
proposals to reduce the ownership requirement below a company’s existing threshold, as long as the new threshold is at least 15%
and not greater than 25% of the company’s outstanding common stock.
Putnam will vote against any proposal with an ownership
requirement exceeding 25% of the company’s common stock or an ownership requirement that is less than 15% of the company's
outstanding common stock.
In cases where there are competing management and shareholder
proposals giving shareholders the right to call a special meeting, Putnam will generally vote for the proposal which has
the lower minimum shareholder ownership threshold, as long as that threshold is within Putnam’s recommended minimum/maximum thresholds.
If only one of the competing proposals has a threshold that falls within Putnam’s threshold range, Putnam will normally support
that proposal as long as it represents an improvement (reduction) from the previous requisite ownership level. Putnam will normally vote
against both proposals if neither proposal has a requisite ownership level between 15% and 25% of the company’s
outstanding common stock.
| Ø | Putnam
will generally vote for management or shareholder proposals to allow a company
to hold virtual-only or hybrid shareholder meetings or to amend its articles/charter/by-laws
to allow for virtual-only or hybrid shareholder meetings, provided the proposal does
not preclude in-person meetings (at any given time), and does not otherwise limit or impair
shareholder participation; and if the company has provided clear disclosure to ensure that
shareholders can effectively participate in virtual-only shareholder meetings and meaningfully
communicate with company management and directors. Additionally, Putnam may consider the
rationale of the proposal and whether there have been concerns about the company’s
previous meeting practices. |
Z.
Disclosure should address the following:
| • | the ability of shareholders to ask questions during the meeting |
| • | including time guidelines for shareholder questions |
| • | rules around what types of questions are allowed |
| • | and rules for how questions and comments will be recognized and disclosed
to meeting participants |
| • | the manner in which appropriate questions received during the meeting will
be addressed by the board |
| • | procedures, if any, for posting appropriate questions received during the
meeting and the company’s answers on the investor page of their website as soon as is practical after the meeting |
| • | technical and logistical issues related to accessing the virtual meeting platform;
and |
| • | procedures for accessing technical support to assist in the event of any difficulties
accessing the virtual meeting |
AA.
BB.
Putnam may vote against proposals that do not meet these criteria.
CC.
Additionally, Putnam may vote against the Chair
of the Governance Committee when the board is planning to hold a virtual-only shareholder meeting and the company has not provided sufficient
disclosure (as noted above) or shareholder access to the meeting.
| Ø | Putnam will vote for proposals to approve a company’s
board-approved climate transition action plan (“say on climate” proposals in which the company’s board proposes that
shareholders indicate their support for the company’s plan), unless the proxy voting service has recommended a vote against the
proposal, in which case Putnam will vote on a case-by-case basis on the proposal. |
| Ø | Putnam will vote on a case-by-case basis on board-approved proposals
that conflict with shareholder proposals. |
II. Shareholder Proposals
Shareholder proposals are non-binding votes that are often opposed by management.
Some proposals relate to matters that are financially immaterial to the company’s business, while others may be impracticable or
costly for a company to implement. At the same time, well-crafted shareholder proposals may serve the purpose of raising issues that are
material to a company’s business for management’s consideration and response. Putnam seeks to weigh the costs of different
types of proposals against their expected financial benefits. More specifically:
Putnam will vote in accordance with the recommendation of the company’s
board of directors on all shareholder proposals, except as follows:
| Ø | Putnam will vote for shareholder proposals that are consistent
with Putnam’s proxy voting guidelines for board-approved proposals. |
| Ø | Putnam will vote for shareholder proposals to declassify a board,
absent special circumstances which would indicate that shareholder interests are better served by a classified board structure. |
| Ø | Putnam will vote for shareholder proposals to require shareholder
approval of shareholder rights plans. |
| Ø | Putnam will vote for shareholder proposals asking that director
nominees receive support from holders of a majority of votes cast or a majority of shares outstanding of the company in order to be (re)
elected. |
| Ø | Putnam will review on a case-by-case basis, shareholder proposals
requesting that the board adopt a policy whereby, in the event of a significant restatement of financial results or significant extraordinary
write-off, the board will recoup, to the fullest extent practicable, for the benefit of the company, all performance-based bonuses or
awards that were made to senior executives based on having met or exceeded specific performance targets to the extent that the specified
performance targets were not met. |
| Ø | Putnam will vote for shareholder proposals urging the board
to seek shareholder approval of any future supplemental executive retirement plan ("SERP"), or individual retirement arrangement, for senior executives that
provides credit for additional years of service not actually worked, preferential benefit formulas not provided under the company's tax-qualified
retirement plans, accelerated vesting of retirement benefits or retirement perquisites and fringe benefits that are not generally offered
to other company employees. (Implementation of this policy shall not breach any existing employment agreement or vested benefit.) |
| Ø | Putnam will vote for shareholder proposals requiring companies
to report on their executive retirement benefits. (Deferred compensation, split-dollar life insurance, SERPs and pension benefits) |
| Ø | Putnam will vote for shareholder proposals requesting that a
company establish a pay-for-superior-performance standard whereby the company discloses defined financial and/or stock price performance
criteria (along with the detailed list of comparative peer group) to allow shareholders to sufficiently determine the pay and performance
correlation established in the company’s performance-based equity program. In addition, no multi-year award should be paid
out unless the company’s performance exceeds, during the current CEO’s tenure (three or more years), its peer median
or mean performance on selected financial and stock price performance criteria. |
| Ø | Putnam will vote for shareholder proposals urging the board
to disclose in a separate report to shareholders, the Company’s relationships with its executive compensation consultants or firms.
Specifically, the report should identify the entity that retained each consultant (the company, the board or the compensation committee)
and the types of services provided by the consultant in the past five years (non-compensation-related services to the company or to senior
management and a list of all public company clients where the Company’s executives serve as a director.) |
| Ø | Putnam will vote for shareholder proposals requiring companies
to accelerate vesting of equity awards under management severance agreements only if both of the following conditions are met: |
| • | the company undergoes a change in control, and |
| • | the change in control results in the termination of employment for the person
receiving the severance payment. |
| Ø | Putnam will vote for shareholder proposals requiring that the
chair’s position be filled by an independent director (separate chair/CEO). However, Putnam will vote on a case-by-case
basis on such proposals when the company’s board has a lead-independent director (or already has an independent or separate chair)
and Putnam is supporting the nominees for the board of directors. |
| Ø | Putnam will vote for shareholder proposals seeking the submission
of golden coffins to a shareholder vote or the elimination of the practice altogether. |
| Ø | Putnam will vote for shareholder proposals seeking a policy
that forbids any director who receives more than 25% withhold votes cast (based on for and withhold votes) from serving on any key board
committee for two years and asking the board to find replacement directors for the committees if need be. |
| Ø | Putnam will vote for shareholder proposals urging the board
to seek shareholder approval of severance agreements (e.g., golden and tin parachutes) |
Putnam will vote on a case-by-case basis on approving
such compensation arrangements.
| Ø | Putnam will vote for shareholder proposals requiring companies
to make cash payments under management severance agreements only if both of the following conditions are met: the company undergoes a
change in control, and the change in control results in the termination of employment for the person receiving the severance payment. |
| Ø | Putnam will vote on a case-by-case basis on shareholder proposals
to limit a company’s ability to make excise tax gross-up payments under management severance agreements as well as proposals to
limit income or other tax gross-up payments. |
| Ø | Putnam will vote in accordance with the recommendation of the company’s
board of directors on shareholder proposals regarding corporate political spending, unless Putnam is voting against the directors,
in which case the proposal would be reviewed on a case-by-case basis. |
DD.
| Ø | Putnam will vote on a case-by-case basis on shareholder proposals
that conflict with board-approved proposals. |
Environmental and Social
| Ø | Putnam believes that sustainable environmental practices and sustainable social
policies are important components of long-term value creation. Companies should evaluate the potential risks to their business operations
that are directly related to environmental and social factors (among others). In evaluating shareholder proposals relating to environmental
and social initiatives, Putnam takes into account (1) the relevance and materiality of the proposal to the company’s business, (2)
whether the proposal is well crafted (e.g., whether it references science-based targets, or standard global protocols), and (3) the practicality
or reasonableness of implementing the proposal. |
Putnam may support well-crafted and well-targeted proposals that
request additional reporting or disclosure on a company’s plans to mitigate risk to the company related to the following issues
and/or their strategies related to these issues: Environmental issues, including but not limited to, climate change, greenhouse gas emissions, renewable energy, and broader sustainability
issues; and Social issues, including but not limited to, fair pay, employee diversity and development, safety, labor rights, supply chain
management, privacy and data security.
Putnam will consider factors such as (i) the industry in which
the company operates, (ii) the company's current level of disclosure, (iii) the company's level of oversight, (iv) the company’s
management of risk arising out of these matters, (v) whether the company has suffered a material financial impact. Other factors may also
be considered.
Putnam will consider the recommendation of its third-party proxy
service provider and may consider other factors such as third-party evaluations of ESG performance.
Additionally, Putnam may vote on a case-by-case
basis on proposals which ask a company to take action beyond reporting where our third-party proxy service provider has identified one
or more reasons to warrant a vote FOR.
III. Voting Shares of Non-US Issuers
Many non-US jurisdictions impose material burdens on voting proxies. There
are three primary types of limits as follows:
(1)
Share blocking. Shares must be frozen for certain periods of time to vote via proxy.
(2)
Share re-registration. Shares must be re-registered out of the name of the local custodian or nominee into the name of the client
for the meeting and, in many cases, then re-registered back. Shares are normally blocked in this period.
(3)
Powers of Attorney. Detailed documentation from a client must be given to the local sub-custodian. In many cases Putnam is not
authorized to deliver this information or sign the relevant documents.
Putnam’s policy is to weigh the benefits to clients from voting in
these jurisdictions against the detriments of not doing so. For example, in a share blocking jurisdiction, it will normally not be in
a client’s interest to freeze shares simply to participate in a non- contested routine meeting. More specifically, Putnam will normally
not vote shares in non-US jurisdictions imposing burdensome proxy voting requirements except in significant votes (such as contested elections
and major corporate transactions) where directed by portfolio managers.
Putnam recognizes that the laws governing non-US issuers will vary
significantly from US law and from jurisdiction to jurisdiction. Accordingly, it may not be possible or even advisable to apply these
guidelines mechanically to non-US issuers. However, Putnam believes that shareholders of all companies are protected by the existence
of a sound corporate governance and disclosure framework. Accordingly, Putnam will vote proxies of non-US issuers in accordance
with the foregoing guidelines where applicable, except as follows:
| Ø | Putnam will vote for shareholder proposals calling for a majority
of the directors to be independent of management. |
| Ø | Putnam will vote for shareholder proposals that implement corporate
governance standards similar to those established under U.S. federal law and the listing requirements of U.S. stock exchanges, and that
do not otherwise violate the laws of the jurisdiction under which the company is incorporated. |
| Ø | Putnam will vote on a case-by-case basis on proposals relating
to (1) the issuance of common stock in excess of 20% of a company’s outstanding common stock where shareholders do not have preemptive
rights, or (2) the issuance of common stock in excess of 100% of a company’s outstanding common stock where shareholders have preemptive
rights. |
| Ø | Putnam will vote for proposals to authorize share repurchase
programs that are recommended for approval by Putnam’s proxy voting service provider, otherwise Putnam will vote against
such proposals; except that Putnam will vote on a case-by-case basis if there are concerns that there may be abusive practices
related to the share repurchase programs. |
EE.
| Ø | Putnam will vote against authorizations to repurchase shares
or issue shares or convertible debt instruments with or without preemptive rights when such authorization can be used as a takeover defense
without shareholder approval. Putnam will not apply this policy to a company with a shareholder who controls more than 50% of its voting
rights. |
| Ø | Putnam
will generally vote for proposals that include debt issuances, however substantive/non-routine
proposals, and proposals that fall outside of normal market practice or reasonable standards,
will be reviewed on a case-by-case basis. |
| Ø | Putnam will vote for board-approved routine, market-practice
proposals. These proposals are limited to (1) those issues that will have little or no economic impact, such as technical, editorial,
or mandatory regulatory compliance items, (2) those issues that will not adversely affect and/or which clearly improve shareholder rights/values,
and which do not violate Putnam’s proxy voting guidelines, or (3) those issues that do not seek to deviate from existing laws or
regulations. Examples include but are not limited to, related party transactions (non-strategic), profit-and-loss transfer agreements
(Germany), authority to increase paid-in capital (Taiwan). Should any unusual circumstances be identified concerning a normally routine
issue, such proposals will be referred back to Putnam for internal review. |
FF.
| Ø | Putnam will generally vote for proposals regarding amendments
seeking to expand business lines or to amend the corporate purpose, provided the proposal would not include a significant or material
departure from the company’s current business, and/or will provide the company with greater flexibility in the performance of its
activities. |
| Ø | Putnam will normally vote for management proposals concerning
allocation of income and the distribution of dividends. However, Putnam portfolio teams will override this guideline when they conclude
that the proposals are outside the market norms (i.e., those seen as consistently and unusually small or large compared to market practices). |
GG.
| Ø | Putnam will generally vote for proposals seeking to adjust the
par value of common stock. However, non-routine, substantive proposals will be reviewed on a case-by-case basis. |
| Ø | Putnam will vote against proposals that would authorize the
company to reduce the notice period for calling special or extraordinary general meetings to less than 21-Days. |
HH.
| Ø | Putnam will generally vote for proposals relating to transfer
of reserves/increase of reserves (i.e., France, Japan). However, Putnam will vote on a case-by-case basis if the proposal
falls outside of normal market practice. |
II.
| Ø | Putnam will generally vote for proposals to increase the maximum
variable pay ratio. However, Putnam will vote on a case-by-case basis if we are voting against a company’s remuneration
report or if the proposal seeks an increase in excess of 200%. |
JJ.
| Ø | Putnam will review stock option plans on a case-by-case basis
which allow for the options exercise price to be reduced by dividend payments (if the plan would normally pass Putnam’s Guidelines). |
KK.
| Ø | Putnam will generally vote for requests to provide loan guarantees
however, Putnam will vote on a case-by-case basis if the total amount of guarantees is in excess of 100% of the company’s
audited net assets. |
| Ø | Putnam will generally support remuneration report/policy proposals (i.e.,
advisory/binding) where a company’s executive compensation is linked directly with the performance of the business and executive.
Putnam will generally support compensation proposals which incorporate a mix of reasonable salary and performance based short- and long-term
incentives. Companies should demonstrate that their remuneration policies are designed and managed to incentivize and retain executives
while growing the company’s long-term shareholder value. |
Generally, Putnam will vote against remuneration
report/policy proposals (i.e., advisory/binding) in the following cases:
| • | Disconnect between pay and performance |
| • | No performance metrics disclosed; |
| • | No relative performance metrics utilized; |
| • | Single performance metric was used and it was an absolute measure; |
| • | Performance goals were lowered when management failed or was unlikely to meet original goals; |
| • | Long Term Incentive Plan is subject to retesting (e.g., Australia); |
| • | Service contracts longer than 12 months (e.g., United Kingdom); |
| • | Allows vesting below median for relative performance metrics; |
| • | Ex-gratia / non-contractual payments have been made (e.g., United Kingdom and Australia); |
| • | Contains provisions to automatically vest upon change-of-control; or |
| • | Other poor compensation practices or structures. |
| • | Pension provisions for new executives is not at the same level as the majority of the wider workforce; pension provisions for incumbent
executives are not set to decrease over time (United Kingdom) |
| • | Proposed CEO salary increases are not justifiably appropriate in comparison to wider workforce or rationale for exception increases
is not fully disclosed (United Kingdom) |
LL.
| Ø | Putnam will vote on a case-by-case basis on bonus payments to
executive directors or senior management; however, Putnam will vote against payments that include outsiders or independent
statutory auditors. |
MM.
NN.
Matters Relating to Board of Directors
OO.
Uncontested Board Elections
PP.
Asia: China, Hong Kong, India, Indonesia, Philippines, Taiwan and Thailand
| Ø | Putnam will vote against the entire board of directors if |
| • | fewer than one-third of the directors are independent directors, or |
| • | the board has not established audit, compensation and nominating
committees each composed of a majority of independent directors, or |
| • | the chair of the audit, compensation or nominating committee is not an independent
director. |
QQ.
Commentary: Companies listed in China (or dual-listed in China and Hong Kong) often have a separate supervisory committee in addition
to a standard board of directors containing audit, compensation, and nominating committees. The supervisory committee provides oversight
of the financial affairs of the company and supervises members of the board and management, while the board of directors makes decisions
related to the company's business and investment strategies. The supervisory committee normally comprises employee representatives and
shareholder representatives. Shareholder representatives are elected by shareholders of the company while employee representatives are
elected by the company's staff. Shareholder representatives may be independent or may be affiliated with the company or its substantial
shareholders. Current laws and regulations neither provide a basis for evaluation of supervisor independence nor do they require a supervisor
to be independent.
| Ø | Putnam will generally vote in favor of nominees to the Supervisory Committee |
RR.
SS.
Australia
| Ø | Putnam will vote against the entire board of directors if |
| • | fewer than a majority of the directors are independent, or |
| • | the board has not established an audit committee composed solely of non-executive
directors, a majority of whom, including the chair of the committee (who should not be the board chair), should be independent directors,
or |
| • | the board has not established nominating and compensation committees each
composed of a majority of independent, non-executive directors, with an independent chair. |
TT.
UU.
Brazil
| Ø | Putnam will vote against proposals requesting cumulative voting
unless there are more candidates than number of seats available, in which case vote for. |
| Ø | Putnam will vote for proposals for the proportional allocation
of cumulative votes if Putnam is supporting the entire slate of nominees. Putnam will vote against such proposals if
Putnam is not supporting the entire slate. |
| Ø | Putnam will abstain on individual director allocation proposals
if Putnam is voting for the proportional allocation of cumulative votes. Putnam will vote on a case-by-case basis on individual
director allocation proposals if Putnam is voting against the proportional allocation of votes. |
VV.
| Ø | Putnam will vote for proposals to cumulate votes of common and
preferred shareholders if the nominees are known and Putnam is supporting the applicable nominees; Putnam will vote against such proposals
if Putnam is not supporting the known nominees, or if the nominees are unknown. |
| Ø | Putnam will generally vote against proposals seeking the recasting
of votes for amended slate (as new candidates could be included in the amended slate without prior disclosure to shareholders). |
| Ø | Putnam will vote against proposals regarding instructions if
meeting is held on second call if election of directors is part of the recasting as the slate can be amended without (prior) disclosure
to shareholders. |
| Ø | Putnam will vote against proposals regarding the casting of
minority votes to the candidate with largest number of votes. |
WW.
XX.
Canada
Canadian corporate governance requirements mirror corporate governance reforms
that have been adopted by the NYSE and other U.S. national securities exchanges and stock markets. As a result, Putnam will vote on matters
relating to the board of directors of Canadian issuers in accordance with the guidelines applicable to U.S. issuers.
Commentary: Like the UK’s Combined Code on Corporate Governance,
the policies on corporate governance issued by Canadian securities regulators embody the “comply and explain” approach to
corporate governance. Because Putnam believes that the board independence standards contained in the proxy voting guidelines are integral
to the protection of investors in Canadian companies, these standards will be applied in a prescriptive manner.
YY.
ZZ.
Continental Europe (ex-Germany)
| Ø | Putnam will vote against the entire board of directors if |
| • | fewer than a majority of the directors are independent directors, or
|
| • | the board has not established audit, nominating and compensation
committees each composed of a majority of independent directors. |
AAA.
Commentary: An “independent director” under the European Commission’s guidelines is one who is free of
any business, family or other relationship, with the company, its controlling shareholder or the management of either, that creates a
conflict of interest such as to impair his judgment. A “non-executive director” is one who is not engaged in the daily management
of the company.
In France, Employee Representatives are employed by the company and represent
rank and file employees. These representatives are elected by company employees. The law also provides for the appointment of employee
shareholder representatives, if the employee shareholdings exceed 3% of the share capital. Employee shareholder representatives are elected
by the company’s shareholders (via general meeting).
BBB.
CCC.
Germany
| Ø | For companies subject to “co-determination,” Putnam will vote
for the election of nominees to the supervisory board, except: |
| Ø | Putnam will vote against the Supervisory Board if |
| • | the board has not established an audit committee comprising an Independent chair. |
| • | the audit committee chair serves as board chair. |
| • | the board contains more than two former management board members. |
| Ø | Putnam will vote against the election of a former member of
the company’s managerial board to chair of the supervisory board. |
DDD.
Commentary: German corporate governance is characterized by a two-tier board system - a managerial board composed of the
company’s executive officers, and a supervisory board. The supervisory board appoints the members of the managerial board. Shareholders
elect members of the supervisory board, except that in the case of companies with a large number of employees, company employees are allowed
to elect some of the supervisory board members (one-half of supervisory board
members are elected by company employees at companies with more than 2,000 employees; one-third of the supervisory board members are elected
by company employees at companies with more than 500 employees but fewer than 2,000). This practice is known as co-determination.
EEE.
Israel
Non-Controlled Banks: Director elections at Non-Controlled
banks are overseen by the Supervisor of the Banks and nominees for election as "other" (non-external) directors and external
directors (under Companies Law and Directive 301) are put forward by an external and independent committee. As such,
| Ø | Putnam’s guidelines regarding board Nominating Committees will not apply |
| Ø | Putnam will vote on a case-by-case on nominees when there are
more nominees than seats available. |
Italy
Election of directors and statutory auditors:
| Ø | Putnam will apply the director guidelines to the majority shareholder supported
list and vote accordingly (for or against) if multiple lists of director candidates are presented. If there
is no majority shareholder supported slate of nominees, Putnam will support the shareholder slate of nominees that is recommended for
approval by Putnam’s service provider. |
| Ø | Putnam will vote against the entire list of director nominees
if the list is bundled as one proposal and if Putnam would otherwise be voting against any one director nominee. |
| Ø | Putnam will generally vote for the majority shareholder supported
list of statutory auditor nominees. |
Note: Pursuant to Italian law, directors and statutory auditors are elected
through a slate voting system whereby candidates are presented in lists submitted by shareholders representing a minimum percentage of
share capital.
| Ø | Putnam will withhold votes from any director not identified in the proxy
materials. (Example: Co-opted director nominees.) |
Japan
| Ø | For companies that have established a U.S.-style corporate governance
structure, Putnam will withhold votes from the entire board of directors if: |
| • | the board does not have a majority of outside directors, |
| • | the board has not established nominating and compensation committees composed
of a majority of outside directors, |
| • | the board has not established an audit committee composed of a majority of
independent directors, or |
FFF.
| • | the board does not have at least two independent directors for companies with
a controlling shareholder. |
GGG.
| Ø | For companies that have established a statutory auditor board structure: |
| • | Putnam will withhold votes from the appointment of members of
a company’s board of statutory auditors if a majority of the members of the board of statutory auditors is not independent. |
HHH.
| Ø | For companies that have established a statutory auditor board structure,
Putnam will withhold votes from the entire board of directors if: |
III.
| • | the board does not have at least two outside directors, or |
JJJ.
| • | the board does not have at least two independent directors for companies with
a controlling shareholder. |
| • | Putnam will vote against any statutory auditor nominee who attends
fewer than 75% of board and committee meeting without valid reasons for the absences (i.e., illness, personal emergency, etc.) (Note that
Corporate Law requires disclosure of outsiders' attendance but not that of insiders, who are presumed to have no more important time commitments.) |
KKK.
| Ø | For companies that have established an audit committee board structure
(one-tier / one committee), Putnam will withhold votes from the entire board of directors if: |
LLL.
| • | the board does not have at least two outside directors, |
MMM.
| • | the board does not have at least two independent directors for companies with
a controlling shareholder, or |
NNN.
| • | the board has not established an audit committee composed of a majority of
independent directors |
Election of Executive Director and Election of Supervisory
Director - REIT
OOO.
REITs have a unique two-tier board structure with generally one
or more executive directors and two or more supervisory directors. The number of supervisory directors must be greater than, not equal
to, the number of executive directors. Shareholders are asked to vote on both types of directors. Putnam will vote as follows, provided
each board of executive / supervisory directors meets legal requirements.
Ø
Putnam will generally vote for the election of Executive
Director
Ø
Putnam will generally vote for the election of Supervisory
Directors
Commentary:
Definition of outside director and independent director:
The Japanese Companies Act focuses
on two director classifications: Insider or Outsider. An outside director is a director who is not a director, executive, executive
director, or employee of the company or its parent company, subsidiaries or affiliates.
Further, a director, executive, executive director or employee, who have executive responsibilities, of the company or subsidiaries can
regain eligibility ten years after his or her resignation, provided certain other requirements are met. An outside director is
designated as an “independent” director based on the Tokyo Stock Exchange listing rules. An outside director is “independent”
if that person can make decisions completely independent from the managers of the company, its parent, subsidiaries, or affiliates and
does not have a material relationship with the company (i.e., major client, trading partner, or other business relationship; familial
relationship with current director or executive; etc.).
The guidelines have incorporated these definitions in applying the board
independence standards above.
Korea
Putnam will withhold votes from the entire board of directors
if:
| • | For
large companies (i.e., those with assets of at least KRW 2 trillion); the board does not have at least three independent directors or
less than a majority of directors are independent directors, |
| • | For
small companies (i.e., those with assets of less than KRW 2 trillion), fewer than one-fourth of the directors are independent directors, |
PPP.
| • | The
board has not established a nominating committee with at least half of the members being outside directors, or |
| • | the
board has not established an audit committee composed of at least three members and in which at least two-thirds of its members are independent
directors. |
Commentary: For purposes of these guidelines, an “outside director”
is a director who is independent from the management or controlling shareholders of the company and holds no interests that might impair
performing his or her duties impartially from the company, management or controlling shareholder. In determining whether a director is
an outside director, Putnam will also apply the standards included in Article 382 of the Korean Commercial Act, i.e., no employment
relationship with the company for a period of two years before serving on the committee, no director or employment relationship with the
company’s largest shareholder, etc.) and may consider other business relationships that would affect the independence of an outside
director.
| Ø | Putnam will generally vote for proposals to amend the Executive
Officer Retirement Allowance Policy unless the recipients of the grants include non-executives; the proposal would have a negative impact
on shareholders, or the proposal appear to be outside of normal market practice, in which case Putnam will vote against. |
QQQ.
Malaysia
| Ø | Putnam will vote against the entire board of directors if: |
| • | less than 50% of the directors are independent directors, or less than a majority
of the directors are independent directors for large companies, |
| • | the board has not established an audit committee with all members being
independent directors, including the committee chair, |
| • | the board has not established a nominating committee with all members being
non-executive directors, a majority of whom are independent, including the committee chair; the board chair should not serve as a member
of the nomination committee, or |
| • | the board has not established a compensation committee with all members
being non-executive directors, a majority of whom are independent; the board chair should not serve as a member of the remuneration committee. |
RRR.
SSS.
Nordic Markets – Finland, Norway, Sweden
| Ø | Putnam will vote against the entire
board of directors if: |
Board Independence:
| • | The board does not have a majority of directors independent
from the company and management. (Sweden, Finland, Norway) |
| • | The board does not have at least two directors independent
from the company and its major shareholders holding > 10% of the Company’s share capital. (Sweden, Finland, Norway) |
| • | An executive director is a member of the board. (Norway) |
TTT.
Audit Committee:
| • | The audit committee does not consist of a majority
of directors independent from the company and management. (Sweden, Finland) |
| • | The audit committee does not have at least one director
independent from the company and its major shareholders holding > 10% of the Company’s share capital. (Sweden, Finland) |
| • | The audit committee is not majority independent.
(Norway) |
UUU.
Remuneration Committee:
| • | The remuneration committee is not fully independent
of the company, excluding the chair. (Sweden) |
| • | The remuneration committee is not majority independent
of the company. (Finland) |
| • | The remuneration committee does not consist fully
of non-executive directors. (Finland) |
| • | The remuneration committee is not fully independent
of management (Norway) |
| • | The remuneration committee is not majority independent
from the company and its major shareholders holding > 50% of the Company’s share capital. (Sweden, Finland, Norway) |
Board Nomination
Committee:
| • | The nomination committee does not consist of a majority
of directors independent from the company. (Finland) |
| • | An executive is a member of the nomination committee.
(Finland) |
VVV.
External Nomination
Committee: Vote against the establishment of the nomination committee and its guidelines when:
| • | The external committee is not majority independent
of the company and management. (Sweden) |
| • | The external committee does not have at least one
director not affiliated to largest shareholder on the committee. (Sweden) |
| • | The external committee does not meet best practice
based on Glass Lewis analysis. (Finland) |
| • | The external committee is not majority independent
of the board and management. (Norway) |
| • | The external committee has more than one member of
the board of the directors sitting on the committee. (Norway) |
| • | There is insufficient disclosure provided for new
nominees (Norway) |
| • | An executive is a member of the committee. (Norway) |
WWW.
XXX.
Russia
| Ø | Putnam will vote on a case-by-case basis for the election of
nominees to the board of directors. |
YYY.
Commentary: In Russia, director elections are handled through a cumulative voting process. Cumulative voting allows shareholders
to cast all of their votes for a single nominee for the board of directors, or to allocate their votes among nominees in any other way.
In contrast, in “regular” voting, shareholders may not give more than one vote per share to any single nominee. Cumulative
voting can help to strengthen the ability of minority shareholders to elect a director.
ZZZ.
AAAA.
Singapore
| Ø | Putnam will vote against from the entire board of directors
if |
| • | in the case of a board with an independent director serving as chair, fewer
than one-third of the directors are independent directors; or, in the case of a board not chaired by an independent director, fewer than
half of the directors are independent directors, |
| • | the board has not established audit and compensation committees,
each with an independent director serving as chair, with at least a majority of the members being independent directors, and with all
of the directors being non-executive directors, or |
| • | the board has not established a nominating committee, with an independent
director serving as chair, and with at least a majority of the members being independent directors. |
United Kingdom, Ireland
Commentary:
Application of guidelines: Although the Combined Code has adopted
the “comply and explain” approach to corporate governance, Putnam believes that the guidelines discussed above with respect
to board independence standards are integral to the protection of investors in UK companies. As a result, these guidelines will be applied
in a prescriptive manner.
Definition of independence: For the purposes of these guidelines,
a non-executive director shall be considered independent if the director meets the independence standards in section A.3.1 of the Combined
Code (i.e., no material business or employment relationships with the company, no remuneration from the company for non-board services,
no close family ties with senior employees or directors of the company, etc.), except that Putnam does not view service on the board for
more than nine years as affecting a director’s independence.
Smaller companies: A smaller company is one that is below the FTSE
350 throughout the year immediately prior to the reporting year.
| Ø | Putnam will withhold votes from the entire board of directors
if: |
| • | the board, excluding the Non-Executive Chair, is not comprised of at least
half independent non-executive directors, |
| • | the board has not established a Nomination committee composed of a majority
of independent non-executive directors, excluding the Non-Executive Chair, or |
| • | the board has not established a Compensation committee composed of (1) at
least three directors (in the case of smaller companies, as defined by the Combined Code, two directors) and (2) solely of independent
non-executive directors. The company chair may be a member of, but not chair, the Committee provided he or she was considered independent
on appointment as chair, or |
| • | The board has not established an Audit Committee composed of, (1) at least
three directors (in the case of smaller companies as defined by the Combined Code, two directors) and (2) solely of independent non-executive
directors. The board chair may not serve on the audit committee of large or small companies. |
BBBB.
All other jurisdictions
| Ø | In the absence of jurisdiction specific guidelines, Putnam will vote as follows
for boards/supervisory boards: |
| • | Putnam will vote against the entire board of directors if |
| • | fewer than a majority of the directors are independent directors, or |
| • | the board has not established audit, nominating and compensation committees
each composed of a majority of independent directors. |
CCCC.
DDDD.
Additional Commentary regarding all Non-US jurisdictions:
EEEE.
Whether a director is considered “independent” or not will be determined by reference to local corporate law or listing
standards.
FFFF.
Some jurisdictions may legally require or allow companies to have a certain number of employee representatives, employee shareholder
representatives (e.g., France) and/or shareholder representatives on their board. Putnam generally does not consider these representatives
independent. The presence of employee representatives or employee shareholder representatives on the board and key committees
is generally legally mandated. In most markets, shareholders do not have the ability to vote on the election of employee representatives
or employee shareholder representatives. In some markets, significant shareholders have a legal right to nominate shareholder representatives.
Shareholders are required to approve the election of shareholder representatives to the board. Unlike employee representatives,
there are no legal requirements regarding the presence of shareholder representatives on the board or its committees.
| Ø | Putnam will not include employee or employee shareholder representatives
in the independence calculation of the board or key committees, nor in the calculation of the size of the board. |
| Ø | Putnam will include shareholder representatives in the independence
calculation of the board and key committees, and in the calculation of the size of the board. |
| Ø | Putnam will generally support shareholder or employee representatives if included
in the agenda Putnam will vote on a case-by-case basis when there are more candidates than seats. Additionally, Putnam will
vote against such nominees when there is insufficient information disclosed. |
| Ø | Putnam Investments’ policies regarding the provision of professional
services and transactional relationship with regard to directors will apply. |
| Ø | Putnam will vote for independent nominees for alternate director, unless
such nominees do not meet Putnam’s individual director standards. |
Shareholder nominated directors/self-nominated directors
| Ø | Putnam will vote against shareholder nominees if Putnam supports
the board of directors. |
| Ø | Putnam will vote on a case-by case basis if Putnam will be voting
against the current board. |
GGGG.
| Ø | Putnam will vote on a case-by-case basis if the proposal regarding a self-nominated/shareholder
nominated director nominee would add an additional seat to the board if the nominee is approved. |
Other Business Matters
Japan
A. Article Amendments
| Ø | The Japanese Companies Act gives companies the option to adopt a U.S.-Style
corporate structure (i.e., a board of directors and audit, nominating, and compensation committees). Putnam will vote for
proposals to amend a company’s articles of incorporation to adopt the U.S.-Style “Board with Committees” structure.
However, the independence of the outside directors is critical to effective corporate governance under this new system. Putnam will, therefore,
scrutinize the backgrounds of the outside director nominees at such companies, and will vote against the amendment where
Putnam believes the board lacks the necessary level of independence from the company or a substantial shareholder. |
| Ø | Putnam will vote on a case-by-case basis on granting the board
the authority to repurchase shares at its discretion. |
| Ø | Putnam will vote against amendments to delete a requirement
directing the company to reduce authorized capital by the number of treasury shares cancelled. If issued share capital decreases while
authorized capital remains unchanged, then the company will have greater leeway to issue new shares (for example as a private placement
or a takeover defense). |
| Ø | Putnam will vote against proposals to authorize appointment
of special directors. Under the new Corporate Law, companies are allowed to appoint, from among their directors, "special directors"
who will be authorized to make decisions regarding the purchase or sale of important assets and major borrowing or lending, on condition
that the board has at least six directors, including at least one non-executive director. At least three special directors must participate
in the decision-making process and decisions shall be made by a majority vote of the special directors. However, the law does not require
any of the special directors to be non-executives, so in effect companies may use this mechanism to bypass outsiders. |
| Ø | Putnam will generally vote for proposals to create new class
of shares or to conduct a share consolidation of outstanding shares to squeeze out minority shareholders. |
| Ø | Putnam will vote against proposals seeking to enable companies
to establish specific rules governing the exercise of shareholder rights. (Note: Such as, shareholders' right to submit shareholder proposals
or call special meetings.) |
B. Compensation Related Matters
| Ø | Putnam will vote against option plans which allow the grant
of options to suppliers, customers, and other outsiders. |
| Ø | Putnam will vote against stock option grants to independent
internal statutory auditors. The granting of stock options to internal auditors, at the discretion of the directors, can compromise the
independence of the auditors and provide incentives to ignore accounting problems, which could affect the stock price over the long term. |
| Ø | Putnam will vote against the payment of retirement bonuses to
directors and statutory auditors when one or more of the individuals to whom the grants are being proposed has not served in an executive
capacity for the company. Putnam will also vote against payment of retirement bonuses to any directors or statutory auditors
who have been designated by the company as independent. Retirement bonus proposals are all-or-nothing, meaning that split votes against
individual payments cannot be made. If any one individual does not meet Putnam’s criteria, Putnam will vote against
the entire bundled item. |
C. Other Business Matters
| Ø | Putnam votes for mergers by absorptions of wholly-owned subsidiaries
by their parent companies. These deals do not require the issuance of shares, and do not result in any dilution or new obligations for
shareholders of the parent company. These transactions are routine. |
| Ø | Putnam will vote for the acquisition if it is between parent
and wholly-owned subsidiary. |
| Ø | Putnam will vote for the formation of a holding company, if
routine. Holding companies are once again legal in Japan and a number of companies, large and small, have sought approval to adopt a holding
company structure. Most of the proposals are intended to help clarify operational authority for the different business areas in which
the company is engaged and promote effective allocation of corporate resources. As most of the reorganization proposals do not entail
any share issuances or any change in shareholders’ ultimate ownership interest in the operating units, Putnam will treat most such
proposals as routine. |
| Ø | Putnam will vote against proposals that authorize the board
to vary the AGM record date. |
| Ø | Putnam will vote for proposals to abolish the retirement bonus
system |
| Ø | Putnam will vote for board-approved director/officer indemnification
proposals |
| Ø | Putnam will vote on a case-by-case basis on private placements
(Third-party share issuances). Where Putnam views the share issuance necessary to avoid bankruptcy or to put the company back on solid
financial footing, Putnam will generally vote for. When a private placement allows a particular shareholder to obtain a
controlling stake in the company at a discount to market prices, or where the private placement otherwise disadvantages ordinary shareholders,
Putnam will vote against. |
| Ø | Putnam will generally vote against shareholder rights plans
(poison pills). However, if all of the following criteria are met, Putnam will evaluate such poison pills on a case-by-case
basis: |
1) The poison pill must have a duration of no more than three
years.
2) The trigger threshold must be no less than 20 percent of issued
capital.
3) The company must have no other types of takeover defenses in
place.
4) The company must establish a committee to evaluate any takeover
offers, and the members of that committee must all meet Putnam’s' definition of independence.
5) At least 20 percent, and no fewer than two, of the directors
must meet Putnam’s definition of independence. These independent directors must also meet Putnam’s guidelines on board meeting
attendance.
6) The directors must stand for reelection on an annual basis.
7) The company must release its proxy materials no less than three
weeks before the meeting date.
| Ø | Putnam will vote against proposals to allow the board to decide
on income allocation without shareholder vote. |
| Ø | Putnam will vote against proposals to limit the liability of
External Audit Firms (“Accounting Auditors”) |
| Ø | Putnam will vote against proposals seeking a reduction in board
size that eliminates all vacant seats. |
| Ø | Putnam may generally vote against proposals seeking an increase
in authorized capital that leaves the company with as little as 25 percent of the authorized capital outstanding (general request). However,
such proposals will be evaluated on a company specific basis, taking into consideration such factors as current authorization outstanding,
existence (or lack thereof) of preemptive rights and rationale for the increase. |
| Ø | Putnam will vote for corporate split agreement and transfer
of sales operations to newly created wholly-owned subsidiaries where the transaction is a purely internal one which does not affect shareholders'
ownership interests in the various operations. All other proposals will be referred back to Putnam for case-by-case review.
These reorganizations usually accompany the switch to a holding company structure, but may be used in other contexts. |
United Kingdom
| Ø | Putnam will not apply the U.S. standard 15% discount cap for employee share
purchase schemes at U.K. companies. As such, Putnam will generally vote for ‘Save-As-You-Earn’ schemes in the
U.K which allow for no more than a 20% purchase discount, and which otherwise comply with U.K. law and Putnam standards. |
France
| Ø | Putnam will not apply the U.S. standard 15% discount cap for employee share
purchase schemes at French companies. As such, Putnam will generally vote for employee share purchase schemes in France
that allow for no greater than a 30% purchase discount, or 40% purchase discount if the vesting period is equal to or greater than ten
years, and which otherwise comply with French law and Putnam standards. |
| Ø | Putnam will generally vote for the Remuneration Report (established
based on SRD II), however Putnam will vote on a case-by-case basis when Putnam is voting against both the ex-Post Remuneration
Report (CEO) and ex-Ante Remuneration Policy (CEO, or proposal including CEO remuneration package) in the current year, and Putnam’s
third party service provider(s) is recommending a vote against. |
Canada
HHHH.
| Ø | Putnam will generally vote for Advance Notice provisions for
submitting director nominations not less than 30 days prior to the date of the annual meeting. For Advance Notice provisions where the
minimum number of days to submit a shareholder nominee is less than 30 days prior to the meeting date, Putnam will vote on a case-by-case
basis. Putnam will also vote on a case-by-case basis if the company's policy expressly prohibits the commencement of a new
notice period in the event the originally scheduled meeting is adjourned or postponed. |
Hong Kong
| Ø | Putnam will vote for proposals to approve a general mandate
permitting the company to engage in non-pro rata share issuances of up to 20% of total equity in a year if the company’s board meets
Putnam’s independence standards; if the company’s board does not meet Putnam’s independence standards, then Putnam will
vote against these proposals. |
Additionally, Putnam will vote for proposals to
approve the reissuance of shares acquired by the company under a share repurchase program, provided that: (1) Putnam supported (or would have supported, in accordance with
these guidelines) the share repurchase program, (2) the reissued shares represent no more than 10% of the company’s outstanding
shares (measured immediately before the reissuance), and (3) the reissued shares are sold for no less than 85% of current market value.
This policy supplements policies regarding share issuances as stated above
under section
III. Voting Shares of Non-US Issuers.
Taiwan
| Ø | Putnam will vote against proposals to release the board of
directors from the non-compete restrictions specified in Taiwanese Company Law. However, Putnam will vote for such proposals
if the directors are engaged in activities with a wholly- owned subsidiary of the company. |
Australia
| Ø | Putnam will vote for proposals to carve out, from the general
cap on non-pro rata share issues of 15% of total equity in a rolling 12-month period, a particular proposed issue of shares or a particular
issue of shares made previously within the 12-month period, if the company’s board meets Putnam’s independence standards;
if the company’s board does not meet Putnam’s independence standards, then Putnam will vote against these
proposals. |
| Ø | Putnam will vote for proposals renewing partial takeover provisions. |
IIII.
| Ø | Putnam will vote on a case-by-case basis on Board-Spill proposals. |
Turkey
Putnam will vote on a case-by-case
basis on proposals involving related party transactions. However, Putnam will vote against when such proposals do not provide
information on the specific transaction(s) to be entered into with the board members or executives.
Item 8. Portfolio Managers of Closed-End Management Investment Companies
(a)(1) Portfolio Managers. The officers of Putnam Management identified
below are primarily responsible for the day-to-day management of the fund’s portfolio as
of the filing date of this report.
Portfolio Managers |
Joined Fund |
Employer |
Positions Over Past Five Years |
Garrett Hamilton |
2016 |
Putnam Management
2016-Present |
Portfolio Manager |
Paul Drury |
2002 |
Putnam Management
1989 – Present |
Portfolio Manager
|
(a)(2) Other Accounts Managed by the Fund’s Portfolio Managers.
The following table shows the number and approximate assets of other investment
accounts (or portions of investment accounts) that the fund’s Portfolio Managers managed as of the fund’s most recent fiscal
year-end. Unless noted, none of the other accounts pays a fee based on the account’s performance.
Portfolio Leader or Member |
Other SEC-registered open-end and closed-end funds |
Other accounts that pool assets from more than one
client |
Other accounts (including separate accounts, managed
account programs and single-sponsor defined contribution plan offerings) |
|
Number of accounts |
Assets |
Number of accounts |
Assets |
Number of accounts |
Assets |
Paul Drury |
13
|
$5,154,500,000
|
0
|
$0
|
0
|
$0
|
Garret Hamilton |
13
|
$5,154,500,000
|
0
|
$0
|
1
|
$400,000
|
Potential conflicts of interest in managing multiple accounts. Like
other investment professionals with multiple clients, the fund’s Portfolio Managers may face certain potential conflicts of interest
in connection with managing both the fund and the other accounts listed under “Other Accounts Managed by the Fund’s Portfolio
Managers” at the same time. The paragraphs below describe some of these potential conflicts, which Putnam Management believes are
faced by investment professionals at most major financial firms. As described below, Putnam Management and the Trustees of the Putnam
funds have adopted compliance policies and procedures that attempt to address certain of these potential conflicts.
The management of accounts with different
advisory fee rates and/or fee structures, including accounts that pay advisory fees based on account performance (“performance fee
accounts”), may raise potential conflicts of interest by creating an incentive to favor higher-fee accounts. These potential conflicts
may include, among others:
• The most attractive
investments could be allocated to higher-fee accounts or performance fee accounts.
• The trading of higher-fee
accounts could be favored as to timing and/or execution price. For example, higher-fee accounts could be permitted to sell securities
earlier than other accounts when a prompt sale is desirable or to buy securities at an earlier and more opportune time.
• The trading of other
accounts could be used to benefit higher-fee accounts (front- running).
• The investment management
team could focus their time and efforts primarily on higher-fee accounts due to a personal stake in compensation.
Putnam Management attempts to address
these potential conflicts of interest relating to higher-fee accounts through various compliance policies that are generally intended
to place all accounts, regardless of fee structure, on the same footing for investment management purposes. For example, under Putnam
Management’s policies:
• Performance fee accounts
must be included in all standard trading and allocation procedures with all other accounts.
• All accounts must be
allocated to a specific category of account and trade in parallel with allocations of similar accounts based on the procedures generally
applicable to all accounts in those groups (e.g., based on relative risk budgets of accounts).
• All trading must be
effected through Putnam’s trading desks and normal queues and procedures must be followed (i.e., no special treatment is permitted
for performance fee accounts or higher-fee accounts based on account fee structure).
• Front running is strictly
prohibited.
• The fund’s Portfolio
Manager(s) may not be guaranteed or specifically allocated any portion of a performance fee.
As part of these policies, Putnam Management has also implemented
trade oversight and review procedures in order to monitor whether particular accounts (including higher-fee accounts or performance fee
accounts) are being favored over time.
Potential conflicts of interest may also arise when the Portfolio Manager(s)
have personal investments in other accounts that may create an incentive to favor those accounts. As a general matter and subject to limited
exceptions, Putnam Management’s investment professionals do not have the opportunity to invest in client accounts, other than the
Putnam funds. However, in the ordinary course of business, Putnam Management or related persons may from time to time establish “pilot”
or “incubator” funds for the purpose of testing proposed investment strategies and products prior to offering them to clients.
These pilot accounts may be in the form of registered investment companies, private funds such as partnerships or separate accounts established
by Putnam Management or an affiliate. Putnam Management or an affiliate supplies the funding for these accounts. Putnam employees, including
the fund’s Portfolio Manager(s), may also invest in certain pilot accounts. Putnam Management, and to the extent applicable, the
Portfolio Manager(s) will benefit from the favorable investment performance of those funds and accounts. Pilot funds and accounts may,
and frequently do, invest in the same securities as the client accounts. Putnam Management’s policy is to treat pilot accounts in
the same manner as client accounts for purposes of trading allocation – neither favoring nor disfavoring them except as is legally required. For example,
pilot accounts are normally included in Putnam Management’s daily block trades to the same extent as client accounts (except
that pilot accounts do not participate in initial public offerings).
A potential conflict of interest may arise when the fund and other accounts
purchase or sell the same securities. On occasions when the Portfolio Manager(s) consider the purchase or sale of a security to be in
the best interests of the fund as well as other accounts, Putnam Management’s trading desk may, to the extent permitted by applicable
laws and regulations, aggregate the securities to be sold or purchased in order to obtain the best execution and lower brokerage commissions,
if any. Aggregation of trades may create the potential for unfairness to the fund or another account if one account is favored over another
in allocating the securities purchased or sold – for example, by allocating a disproportionate amount of a security that is likely
to increase in value to a favored account. Putnam Management’s trade allocation policies generally provide that each day’s
transactions in securities that are purchased or sold by multiple accounts are, insofar as possible, averaged as to price and allocated
between such accounts (including the fund) in a manner which in Putnam Management’s opinion is equitable to each account and in
accordance with the amount being purchased or sold by each account. Certain exceptions exist for specialty, regional or sector accounts.
Trade allocations are reviewed on a periodic basis as part of Putnam Management’s trade oversight procedures in an attempt to ensure
fairness over time across accounts.
“Cross trades,” in which one Putnam account sells a particular
security to another account (potentially saving transaction costs for both accounts), may also pose a potential conflict of interest.
Cross trades may be seen to involve a potential conflict of interest if, for example, one account is permitted to sell a security to another
account at a higher price than an independent third party would pay,
or if such trades result
in more attractive investments being allocated to higher-fee accounts.
Putnam Management and the fund’s Trustees have adopted compliance procedures that provide that any transactions between the fund
and another Putnam-advised account are to be made at an independent current market price, as required by law.
Another potential conflict of interest may arise based on the different
investment objectives and strategies of the fund and other accounts. For example, another account may have a shorter-term investment horizon
or different investment objectives, policies or restrictions than the fund. Depending on another account’s objectives or other factors,
the Portfolio Manager(s) may give advice and make decisions that may differ from advice given, or the timing or nature of decisions made,
with respect to the fund. In addition, investment decisions are the product of many factors in addition to basic suitability for the particular
account involved. Thus, a particular security may be bought or sold for certain accounts even though it could have been bought or sold
for other accounts at the same time. More rarely, a particular security may be bought for one or more accounts managed by the Portfolio
Manager(s) when one or more other accounts are selling the security (including short sales). There may be circumstances when purchases
or sales of portfolio securities for one or more accounts may have an adverse effect on other accounts. As noted above, Putnam Management
has implemented trade oversight and review procedures to monitor whether any account is systematically
favored over time.
The fund’s Portfolio Manager(s) may also face other potential
conflicts of interest in managing the fund, and the description above is not a complete description of every conflict that could be deemed
to exist in managing both the fund and other accounts.
(a)(3) Compensation of portfolio managers. Portfolio managers
are evaluated and compensated across the group of specified products they manage, in part, based on their performance relative to peers
or performance ahead of the applicable benchmark, depending on the product, based on a blend of 3-year and 5-year performance. In addition,
evaluations take into account individual contributions and a subjective component.
Each portfolio manager is assigned an industry-competitive incentive
compensation target consistent with this goal and evaluation framework. Actual incentive compensation may be higher or lower than the
target, based on group, individual, and subjective performance, and may also reflect the performance of Putnam as a firm.
Incentive compensation includes a cash bonus and may also include grants
of deferred cash, stock or options. In addition to incentive compensation, portfolio managers receive fixed annual salaries typically
based on level of responsibility and experience.
For Putnam Managed Municipal Income Trust and Putnam Municipal Opportunities
Trust, Putnam evaluates performance based on the fund’s peer ranking in the fund’s Lipper category. This peer ranking is based
on pre-tax performance.
For Putnam Master Intermediate Income Trust and Putnam Premier Income
Trust, Putnam evaluates performance based on the peer ranking of related products managed by Putnam Management with similar strategies
in those products’ Lipper categories. This peer ranking is based on pre-tax performance.
One or more of the portfolio managers of Putnam Master Intermediate
Income Trust and Putnam Premier Income Trust receive a portion of the performance fee payable by a private fund managed by Putnam (the
“Private Funds”) in connection with their service as members of the Private Funds’ portfolio management team. See “Other
Accounts Managed by the Fund’s Portfolio Managers—Potential conflicts of interest in managing multiple accounts” in
(a)(2) above for information on how Putnam Management addresses potential conflicts of interest resulting from an individual’s management
of more than one account.
(a)(4) Fund ownership. The following table shows the dollar ranges
of shares of the fund owned by the professionals listed above at the end of the fund’s last two fiscal years, including investments
by their immediate family members and amounts invested through retirement and deferred compensation plans.
*: Assets in the fund
|
Year |
$0 |
$0-$10,000 |
$10,001-$50,000 |
$50,001-$100,000 |
$100,001-$500,000 |
$500,001-$1,000,000 |
$1,000,001 and over |
Paul Drury |
2023 |
* |
|
|
|
|
|
|
|
2022 |
* |
|
|
|
|
|
|
Garret Hamilton |
2023 |
* |
|
|
|
|
|
|
|
2022 |
* |
|
|
|
|
|
|
(b) Not applicable
Item 9. Purchases of Equity Securities by Closed-End Management Investment
Companies and Affiliated Purchasers:
Registrant Purchase of Equity Securities |
|
|
|
|
|
|
Maximum |
|
|
|
Total Number |
Number (or |
|
|
|
of Shares |
Approximate |
|
|
|
Purchased |
Dollar Value ) |
|
|
|
as Part |
of Shares |
|
|
|
of Publicly |
that May Yet Be |
|
Total Number |
Average |
Announced |
Purchased |
|
of Shares |
Price Paid |
Plans or |
under the Plans |
Period |
Purchased |
per Share |
Programs* |
or Programs** |
|
|
|
|
|
November 1 - November 30, 2022 |
— |
— |
— |
4,841,634 |
December 1 - December 31, 2022 |
— |
— |
— |
4,841,634 |
January 1 - January 31, 2023 |
— |
— |
— |
4,841,634 |
February 1 - February 28, 2023 |
— |
— |
— |
4,841,634 |
March 1 - March 31, 2023 |
— |
— |
— |
4,841,634 |
April 1 - April 30, 2023 |
215,074 |
$6.01 |
215,074 |
4,626,560 |
May 1 - May 31, 2023 |
347,294 |
$5.85 |
347,294 |
4,279,267 |
June 1 - June 30, 2023 |
302,926 |
$5.99 |
302,926 |
3,976,341 |
July 1 - July 31, 2023 |
22,577 |
$6.10 |
22,577 |
3,953,764 |
August 1 - August 31, 2023 |
425,346 |
$5.81 |
425,346 |
3,528,418 |
September 1 - September 30, 2023 |
339,246 |
$5.60 |
339,246 |
3,189,172 |
October 1 - October 31, 2023 |
28,191 |
$5.30 |
28,191 |
4,686,822 |
* In October 2005, the Board of Trustees of the Putnam Funds initiated the
closed-end fund share repurchase program, which, as subsequently amended, authorized the fund to repurchase of up to 10% of its fund's
outstanding common shares over the two-years ending October 5, 2007. The Trustees have subsequently renewed the program on an annual basis.
The program renewed by the Board in September 2022, which was in effect between October 1, 2022 and September 30, 2023, allowed the fund
to repurchase up to 4,877,463 of its shares. The program renewed by the Board in September 2023, which is in effect between October 1,
2023 and September 30, 2024, allows the fund to repurchase up to 4,715,012 of its shares.
**Information prior to October 1, 2023, is based on the total number of
shares eligible for repurchase under the program, as amended through September 2022. Information from October 1, 2023 forward is based
on the total number of shares eligible for repurchase under the program, as amended through September 2023.
Item 10. Submission of Matters to a Vote of Security Holders:
Not applicable
Item 11. Controls and Procedures:
(a) The registrant's principal executive officer and principal financial
officer have concluded, based on their evaluation of the effectiveness of the design and operation of the registrant's disclosure controls
and procedures as of a date within 90 days of the filing date of this report, that the design and operation of such procedures are generally
effective to provide reasonable assurance that information required to be disclosed by the registrant in this report is recorded, processed,
summarized and reported within the time periods specified in the Commission's rules and forms.
(b) Changes in internal control over financial reporting: Not applicable
Item 12. Disclosures of Securities Lending Activities for Closed-End
Management Investment Companies:
Not Applicable
Item 13. Recovery of Erroneously Awarded Compensation.
(a) No
(b) No
Item 14. Exhibits:
(a)(1) The Code of Ethics of The Putnam Funds, which incorporates the Code
of Ethics of Putnam Investments, is filed herewith.
(a)(2) Any policy required by the listing standards adopted pursuant to
Rule 10D-1 under the Exchange Act (17 CFR 240.10D-1) by the registered national securities exchange or registered national securities association upon which the registrant’s
securities are listed. Not Applicable
(a)(3) Separate certifications for the principal executive officer and principal
financial officer of the registrant as required by Rule 30a-2(a) under the Investment Company Act of 1940, as amended, are filed herewith.
(a)(4) 19(a) Notices to Beneficial Owners are filed herewith.
(b) The certifications required by Rule 30a-2(b) under the Investment Company
Act of 1940, as amended, are filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and
the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Putnam Managed Municipal Income Trust
By (Signature and Title):
/s/Janet C. Smith
Janet C. Smith
Principal Accounting Officer
Date: December 27, 2023
Pursuant to the requirements of the Securities Exchange Act of 1934 and
the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
By (Signature and Title):
/s/Jonathan S. Horwitz
Jonathan S. Horwitz
Principal Executive Officer
Date: December 27, 2023
By (Signature and Title):
/s/Janet C. Smith
Janet C. Smith
Principal Financial Officer
Date: December 27, 2023
Sources of fund distributions
19(a) Notice
The table below provides an estimate of the sources of the Fund’s current distribution and its cumulative distributions paid this fiscal year to date. Amounts are expressed on a per share of common stock basis and as a percentage of the distribution amount.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated sources and percentages of distributions |
|
|
|
|
Short- |
Long- |
|
Net |
Short- |
Long- |
|
|
|
Per share |
Net |
term |
term |
|
invest- |
term |
term |
|
|
|
distribution |
investment |
capital |
capital |
Return of |
ment |
capital |
capital |
Return of |
Ticker |
Time period |
(July) |
income |
gains |
gains |
capital |
income |
gains |
gains |
capital |
PMM |
Current |
|
|
|
|
|
|
|
|
|
(FYE 10/31) |
month |
$0.0238 |
$0.0164 |
— |
— |
$0.0074 |
68.9% |
0.0% |
0.0% |
31.1% |
|
Fiscal YTD |
$0.2552 |
$0.1691 |
— |
— |
$0.0861 |
66.3% |
0.0% |
0.0% |
33.7% |
PMO |
Current |
|
|
|
|
|
|
|
|
|
(FYE 4/30) |
month |
$0.0350 |
$0.0215 |
— |
— |
$0.0135 |
61.4% |
0.0% |
0.0% |
38.6% |
|
Fiscal YTD |
$0.1050 |
$0.0644 |
— |
— |
$0.0406 |
61.3% |
0.0% |
0.0% |
38.7% |
The table below provides information regarding distributions and total return performance for various periods.
Data as of 6/30/23
|
|
|
|
|
|
Annualized |
Cumulative |
|
5-year return |
Current distribution |
Fiscal YTD return |
Fiscal YTD distribution |
Ticker |
at NAV |
rate at NAV* |
at NAV |
rate at NAV† |
PMM (FYE 10/31) |
1.31% |
4.37% |
13.93% |
5.32% |
PMO (FYE 4/30) |
1.94% |
3.78% |
0.19% |
3.78% |
Performance includes the deduction of management fees and administrative expenses, assumes reinvestment of distributions, and does not account for taxes.
* Most recent distribution annualized and divided by NAV at the end of the period.
† Total fiscal period distributions annualized and divided by NAV at the end of the period.
You should not draw any conclusions about the Fund’s investment performance from the amount of this distribution or from the terms of the Fund’s Distribution Policy.
The Fund estimates that it has distributed more than its income and net realized capital gains; therefore, a portion of your distribution may be a return of capital. A return of capital may occur, for example, when some or all of the money that you invested in the Fund is paid back to you. A return of capital distribution does not necessarily reflect the Fund’s investment performance and should not be confused with “yield” or “income.”
The amounts and sources of distributions reported in this 19(a) Notice are only estimates and are not being provided for tax reporting purposes. The actual amounts and sources of the amounts for tax reporting purposes will depend on the Fund’s investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.
Please call your financial advisor with any questions.
Sources of fund distributions
19(a) Notice
The table below provides an estimate of the sources of the Fund’s current distribution and its cumulative distributions paid this fiscal year to date. Amounts are expressed on a per share of common stock basis and as a percentage of the distribution amount.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated sources and percentages of distributions |
|
|
|
|
Short- |
Long- |
|
Net |
Short- |
Long- |
|
|
|
Per share |
Net |
term |
term |
|
invest- |
term |
term |
|
|
|
distribution |
investment |
capital |
capital |
Return of |
ment |
capital |
capital |
Return of |
Ticker |
Time period |
(Aug.) |
income |
gains |
gains |
capital |
income |
gains |
gains |
capital |
PMM |
Current |
|
|
|
|
|
|
|
|
|
(FYE 10/31) |
month |
$0.0238 |
$0.0172 |
— |
— |
$0.0066 |
72.3% |
0.0% |
0.0% |
27.7% |
|
Fiscal YTD |
$0.2790 |
$0.1863 |
— |
— |
$0.0927 |
66.8% |
0.0% |
0.0% |
33.2% |
PMO |
Current |
|
|
|
|
|
|
|
|
|
(FYE 4/30) |
month |
$0.0350 |
$0.0233 |
— |
— |
$0.0117 |
66.6% |
0.0% |
0.0% |
33.4% |
|
Fiscal YTD |
$0.1400 |
$0.0877 |
— |
— |
$0.0523 |
62.6% |
0.0% |
0.0% |
37.4% |
The table below provides information regarding distributions and total return performance for various periods.
Data as of 7/31/23
|
|
|
|
|
|
Annualized |
Cumulative |
|
5-year return |
Current distribution |
Fiscal YTD return |
Fiscal YTD distribution |
Ticker |
at NAV |
rate at NAV* |
at NAV |
rate at NAV† |
PMM (FYE 10/31) |
1.27% |
4.38% |
14.17% |
5.22% |
PMO (FYE 4/30) |
1.96% |
3.77% |
0.59% |
3.77% |
Performance includes the deduction of management fees and administrative expenses, assumes reinvestment of distributions, and does not account for taxes.
* Most recent distribution annualized and divided by NAV at the end of the period.
† Total fiscal period distributions annualized and divided by NAV at the end of the period.
You should not draw any conclusions about the Fund’s investment performance from the amount of this distribution or from the terms of the Fund’s Distribution Policy.
The Fund estimates that it has distributed more than its income and net realized capital gains; therefore, a portion of your distribution may be a return of capital. A return of capital may occur, for example, when some or all of the money that you invested in the Fund is paid back to you. A return of capital distribution does not necessarily reflect the Fund’s investment performance and should not be confused with “yield” or “income.”
The amounts and sources of distributions reported in this 19(a) Notice are only estimates and are not being provided for tax reporting purposes. The actual amounts and sources of the amounts for tax reporting purposes will depend on the Fund’s investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.
Please call your financial advisor with any questions.
Sources of fund distributions
19(a) Notice
The table below provides an estimate of the sources of the Fund’s current distribution and its cumulative distributions paid this fiscal year to date. Amounts are expressed on a per share of common stock basis and as a percentage of the distribution amount.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated sources and percentages of distributions |
|
|
|
|
Short- |
Long- |
|
Net |
Short- |
Long- |
|
|
|
Per share |
Net |
term |
term |
|
invest- |
term |
term |
|
|
|
distribution |
investment |
capital |
capital |
Return of |
ment |
capital |
capital |
Return of |
Ticker |
Time period |
(Sept.) |
income |
gains |
gains |
capital |
income |
gains |
gains |
capital |
PMM |
Current |
|
|
|
|
|
|
|
|
|
(FYE 10/31) |
month |
$0.0238 |
$0.0163 |
— |
— |
$0.0075 |
68.5% |
0.0% |
0.0% |
31.5% |
|
Fiscal YTD |
$0.3028 |
$0.2026 |
— |
— |
$0.1002 |
66.9% |
0.0% |
0.0% |
33.1% |
PMO |
Current |
|
|
|
|
|
|
|
|
|
(FYE 4/30) |
month |
$0.0350 |
$0.0268 |
— |
— |
$0.0082 |
76.6% |
0.0% |
0.0% |
23.4% |
|
Fiscal YTD |
$0.1750 |
$0.1145 |
— |
— |
$0.0605 |
65.4% |
0.0% |
0.0% |
34.6% |
The table below provides information regarding distributions and total return performance for various periods.
Data as of 8/31/23
|
|
|
|
|
|
Annualized |
Cumulative |
|
5-year return |
Current distribution |
Fiscal YTD return |
Fiscal YTD distribution |
Ticker |
at NAV |
rate at NAV* |
at NAV |
rate at NAV† |
PMM (FYE 10/31) |
0.80% |
4.49% |
11.79% |
5.26% |
PMO (FYE 4/30) |
1.45% |
3.87% |
-1.71% |
3.87% |
Performance includes the deduction of management fees and administrative expenses, assumes reinvestment of distributions, and does not account for taxes.
* Most recent distribution annualized and divided by NAV at the end of the period.
† Total fiscal period distributions annualized and divided by NAV at the end of the period.
You should not draw any conclusions about the Fund’s investment performance from the amount of this distribution or from the terms of the Fund’s Distribution Policy.
The Fund estimates that it has distributed more than its income and net realized capital gains; therefore, a portion of your distribution may be a return of capital. A return of capital may occur, for example, when some or all of the money that you invested in the Fund is paid back to you. A return of capital distribution does not necessarily reflect the Fund’s investment performance and should not be confused with “yield” or “income.”
The amounts and sources of distributions reported in this 19(a) Notice are only estimates and are not being provided for tax reporting purposes. The actual amounts and sources of the amounts for tax reporting purposes will depend on the Fund’s investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.
Please call your financial advisor with any questions.
Sources of fund distributions
19(a) Notice
The table below provides an estimate of the sources of the Fund’s current distribution and its cumulative distributions paid this fiscal year to date. Amounts are expressed on a per share of common stock basis and as a percentage of the distribution amount.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated sources and percentages of distributions |
|
|
|
|
Short- |
Long- |
|
Net |
Short- |
Long- |
|
|
|
Per share |
Net |
term |
term |
|
invest- |
term |
term |
|
|
|
distribution |
investment |
capital |
capital |
Return of |
ment |
capital |
capital |
Return of |
Ticker |
Time period |
(Oct.) |
income |
gains |
gains |
capital |
income |
gains |
gains |
capital |
PMM |
Current |
|
|
|
|
|
|
|
|
|
(FYE 10/31) |
month |
$0.0238 |
$0.0151 |
— |
— |
$0.0087 |
63.4% |
0.0% |
0.0% |
36.6% |
|
Fiscal YTD |
$0.3266 |
$0.2177 |
— |
— |
$0.1089 |
66.7% |
0.0% |
0.0% |
33.3% |
PMO |
Current |
|
|
|
|
|
|
|
|
|
(FYE 4/30) |
month |
$0.0350 |
$0.0229 |
— |
— |
$0.0121 |
65.4% |
0.0% |
0.0% |
34.6% |
|
Fiscal YTD |
$0.2100 |
$0.1374 |
— |
— |
$0.0726 |
65.4% |
0.0% |
0.0% |
34.6% |
The table below provides information regarding distributions and total return performance for various periods.
Data as of 9/30/23
|
|
|
|
|
|
Annualized |
Cumulative |
|
5-year return |
Current distribution |
Fiscal YTD return |
Fiscal YTD distribution |
Ticker |
at NAV |
rate at NAV* |
at NAV |
rate at NAV† |
PMM (FYE 10/31) |
–0.19% |
4.76% |
5.86% |
5.51% |
PMO (FYE 4/30) |
0.52% |
4.10% |
–6.84% |
4.10% |
Performance includes the deduction of management fees and administrative expenses, assumes reinvestment of distributions, and does not account for taxes.
* Most recent distribution annualized and divided by NAV at the end of the period.
† Total fiscal period distributions annualized and divided by NAV at the end of the period.
You should not draw any conclusions about the Fund’s investment performance from the amount of this distribution or from the terms of the Fund’s Distribution Policy.
The Fund estimates that it has distributed more than its income and net realized capital gains; therefore, a portion of your distribution may be a return of capital. A return of capital may occur, for example, when some or all of the money that you invested in the Fund is paid back to you. A return of capital distribution does not necessarily reflect the Fund’s investment performance and should not be confused with “yield” or “income.”
The amounts and sources of distributions reported in this 19(a) Notice are only estimates and are not being provided for tax reporting purposes. The actual amounts and sources of the amounts for tax reporting purposes will depend on the Fund’s investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.
Please call your financial advisor with any questions.
Sources of fund distributions
19(a) Notice
The table below provides an estimate of the sources of the Fund’s current distribution and its cumulative distributions paid this fiscal year to date. Amounts are expressed on a per share of common stock basis and as a percentage of the distribution amount.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated sources and percentages of distributions |
|
|
|
|
Short- |
Long- |
|
Net |
Short- |
Long- |
|
|
|
Per share |
Net |
term |
term |
|
invest- |
term |
term |
|
|
|
distribution |
investment |
capital |
capital |
Return of |
ment |
capital |
capital |
Return of |
Ticker |
Time period |
(Nov.) |
income |
gains |
gains |
capital |
income |
gains |
gains |
capital |
PMM |
Current |
|
|
|
|
|
|
|
|
|
(FYE 10/31) |
month |
$0.0238 |
$0.0178 |
— |
— |
$0.0060 |
74.8% |
0.0% |
0.0% |
25.2% |
|
Fiscal YTD |
$0.0238 |
$0.0178 |
— |
— |
$0.0060 |
74.8% |
0.0% |
0.0% |
25.2% |
PMO |
Current |
|
|
|
|
|
|
|
|
|
(FYE 4/30) |
month |
$0.0350 |
$0.0258 |
— |
— |
$0.0092 |
73.7% |
0.0% |
0.0% |
26.3% |
|
Fiscal YTD |
$0.2450 |
$0.1632 |
— |
— |
$0.0818 |
66.6% |
0.0% |
0.0% |
33.4% |
The table below provides information regarding distributions and total return performance for various periods.
Data as of 10/31/23
|
|
|
|
|
|
Annualized |
Cumulative |
|
5-year return |
Current distribution |
Fiscal YTD return |
Fiscal YTD distribution |
Ticker |
at NAV |
rate at NAV* |
at NAV |
rate at NAV† |
PMM (FYE 10/31) |
–0.72% |
4.97% |
1.87% |
5.68% |
PMO (FYE 4/30) |
0.02% |
4.26% |
–10.07% |
4.26% |
Performance includes the deduction of management fees and administrative expenses, assumes reinvestment of distributions, and does not account for taxes.
* Most recent distribution annualized and divided by NAV at the end of the period.
† Total fiscal period distributions annualized and divided by NAV at the end of the period.
You should not draw any conclusions about the Fund’s investment performance from the amount of this distribution or from the terms of the Fund’s Distribution Policy.
The Fund estimates that it has distributed more than its income and net realized capital gains; therefore, a portion of your distribution may be a return of capital. A return of capital may occur, for example, when some or all of the money that you invested in the Fund is paid back to you. A return of capital distribution does not necessarily reflect the Fund’s investment performance and should not be confused with “yield” or “income.”
The amounts and sources of distributions reported in this 19(a) Notice are only estimates and are not being provided for tax reporting purposes. The actual amounts and sources of the amounts for tax reporting purposes will depend on the Fund’s investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.
Please call your financial advisor with any questions.
Sources of fund distributions
19(a) Notice
The table below provides an estimate of the sources of the Fund’s current distribution and its cumulative distributions paid this fiscal year to date. Amounts are expressed on a per share of common stock basis and as a percentage of the distribution amount.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated sources and percentages of distributions |
|
|
|
|
Short- |
Long- |
|
Net |
Short- |
Long- |
|
|
|
Per share |
Net |
term |
term |
|
invest- |
term |
term |
|
|
|
distribution |
investment |
capital |
capital |
Return of |
ment |
capital |
capital |
Return of |
Ticker |
Time period |
(Dec.) |
income |
gains |
gains |
capital |
income |
gains |
gains |
capital |
PMM |
Current |
|
|
|
|
|
|
|
|
|
(FYE 10/31) |
month |
$0.0238 |
$0.0168 |
— |
— |
$0.0070 |
70.6% |
0.0% |
0.0% |
29.4% |
|
Fiscal YTD |
$0.0476 |
$0.0346 |
— |
— |
$0.0130 |
72.7% |
0.0% |
0.0% |
27.3% |
PMO |
Current |
|
|
|
|
|
|
|
|
|
(FYE 4/30) |
month |
$0.0350 |
$0.0255 |
— |
— |
$0.0095 |
72.9% |
0.0% |
0.0% |
27.1% |
|
Fiscal YTD |
$0.2800 |
$0.1887 |
— |
— |
$0.0913 |
67.4% |
0.0% |
0.0% |
32.6% |
The table below provides information regarding distributions and total return performance for various periods.
Data as of 11/30/23
|
|
|
|
|
|
Annualized |
Cumulative |
|
5-year return |
Current distribution |
Fiscal YTD return |
Fiscal YTD distribution |
Ticker |
at NAV |
rate at NAV* |
at NAV |
rate at NAV† |
PMM (FYE 10/31) |
1.45% |
4.44% |
12.25% |
4.44% |
PMO (FYE 4/30) |
2.09% |
3.81% |
0.94% |
3.81% |
Performance includes the deduction of management fees and administrative expenses, assumes reinvestment of distributions, and does not account for taxes.
* Most recent distribution annualized and divided by NAV at the end of the period.
† Total fiscal period distributions annualized and divided by NAV at the end of the period.
You should not draw any conclusions about the Fund’s investment performance from the amount of this distribution or from the terms of the Fund’s Distribution Policy.
The Fund estimates that it has distributed more than its income and net realized capital gains; therefore, a portion of your distribution may be a return of capital. A return of capital may occur, for example, when some or all of the money that you invested in the Fund is paid back to you. A return of capital distribution does not necessarily reflect the Fund’s investment performance and should not be confused with “yield” or “income.”
The amounts and sources of distributions reported in this 19(a) Notice are only estimates and are not being provided for tax reporting purposes. The actual amounts and sources of the amounts for tax reporting purposes will depend on the Fund’s investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The Fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.
Please call your financial advisor with any questions.
|
|
| Certifications
|
| I, Jonathan S. Horwitz, the Principal Executive Officer of the funds listed on Attachment A, certify that: |
| 1. I have reviewed each report on Form N-CSR of the funds listed on Attachment A: |
| 2. Based on my knowledge, each report does not contain any untrue statements of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by each report; |
| 3. Based on my knowledge, the financial statements, and other financial information included in each report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in each report; |
| 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: |
| a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which each report is being prepared; |
| b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of each report based on such evaluation; and |
| d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by the registrant’s report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. The registrant’s other certifying officer and I have disclosed to each registrant’s auditors and the audit committee of each registrant’s board of directors (or persons performing the equivalent functions): |
| a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect each registrant’s ability to record, process, summarize, and report financial information; and |
| b) any fraud, whether or not material, that involves management or other employees who have a significant role in each registrant’s internal control over financial reporting. |
| Date: December 27, 2023 |
| /s/ Jonathan S. Horwitz |
| _______________________ |
| Jonathan S. Horwitz |
| Principal Executive Officer |
|
Certifications
|
| I, Janet C. Smith, the Principal Financial Officer of the funds listed on Attachment A, certify that: |
| 1. I have reviewed each report on Form N-CSR of the funds listed on Attachment A: |
| 2. Based on my knowledge, each report does not contain any untrue statements of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by each report; |
| 3. Based on my knowledge, the financial statements, and other financial information included in each report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in each report; |
| 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: |
| a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which each report is being prepared; |
| b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of each report based on such evaluation; and |
| d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by the registrant’s report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. The registrant’s other certifying officer and I have disclosed to each registrant’s auditors and the audit committee of each registrant’s board of directors (or persons performing the equivalent functions): |
| a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect each registrant’s ability to record, process, summarize, and report financial information; and |
| b) any fraud, whether or not material, that involves management or other employees who have a significant role in each registrant’s internal control over financial reporting. |
| Date: December 27, 2023 |
| /s/ Janet C. Smith |
| _______________________ |
| Janet C. Smith |
| Principal Financial Officer |
|
Attachment A |
| Period (s) ended October 31, 2023
|
| Putnam BDC Income ETF |
| Putnam BioRevolution ETF |
| Putnam Convertible Securities Fund |
| Putnam Core Equity Fund |
| Putnam Core Bond Fund |
| Putnam Emerging Markets ex-China ETF |
| Putnam ESG Core Bond ETF |
| Putnam ESG High Yield ETF |
| Putnam ESG Ultra Short ETF |
| Putnam Focused International Equity Fund |
| Putnam Global Income Trust |
| Putnam Income Fund |
| Putnam Large Cap Value Fund |
| Putnam Managed Municipal Income Trust |
| Putnam Municipal Opportunities Trust |
| Putnam PanAgora ESG Emerging Markets Equity ETF |
| Putnam PanAgora ESG International Equity ETF |
| Putnam Short Duration Bond Fund |
| Putnam Sustainable Future Fund |
|
|
| Section 906 Certifications
|
| I, Jonathan S. Horwitz, the Principal Executive Officer of the Funds listed on Attachment A, certify that, to my knowledge: |
| 1. The form N-CSR of the Funds listed on Attachment A for the period ended October 31, 2023 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. The information contained in the Form N-CSR of the Funds listed on Attachment A for the period ended October 31, 2023 fairly presents, in all material respects, the financial condition and results of operations of the Funds listed on Attachment A. |
| Date: December 27, 2023 |
| /s/ Jonathan S. Horwitz |
| ______________________ |
| Jonathan S. Horwitz |
| Principal Executive Officer |
|
Section 906 Certifications
|
| I, Janet C. Smith, the Principal Financial Officer of the Funds listed on Attachment A, certify that, to my knowledge: |
| 1. The form N-CSR of the Funds listed on Attachment A for the period ended October 31, 2023 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. The information contained in the Form N-CSR of the Funds listed on Attachment A for the period ended October 31, 2023 fairly presents, in all material respects, the financial condition and results of operations of the Funds listed on Attachment A. |
| Date: December 27, 2023 |
| /s/ Janet C. Smith |
| ______________________ |
| Janet C. Smith |
| Principal Financial Officer |
|
Attachment A |
| Period (s) ended October 31, 2023
|
| Putnam BDC Income ETF |
| Putnam BioRevolution ETF |
| Putnam Convertible Securities Fund |
| Putnam Core Equity Fund |
| Putnam Core Bond Fund |
| Putnam Emerging Markets ex-China ETF |
| Putnam ESG Core Bond ETF |
| Putnam ESG High Yield ETF |
| Putnam ESG Ultra Short ETF |
| Putnam Focused International Equity Fund |
| Putnam Global Income Trust |
| Putnam Income Fund |
| Putnam Large Cap Value Fund |
| Putnam Managed Municipal Income Trust |
| Putnam Municipal Opportunities Trust |
| Putnam PanAgora ESG Emerging Markets Equity ETF |
| Putnam PanAgora ESG International Equity ETF |
| Putnam Short Duration Bond Fund |
| Putnam Sustainable Future Fund |
February 2023
Putnams Code of Ethics
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