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| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| WASHINGTON, DC 20549 |
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| SCHEDULE 14A |
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| INFORMATION REQUIRED IN PROXY STATEMENT |
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| SCHEDULE 14A INFORMATION |
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| Proxy Statement Pursuant to Section 14(a) |
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Preliminary Proxy Statement. |
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Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e) (2)). |
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Definitive Proxy Statement. |
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Definitive Additional Materials. |
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Soliciting Material under § 240.14a-12. |
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PUTNAM MANAGED MUNICIPAL INCOME TRUST
PUTNAM MASTER INTERMEDIATE INCOME TRUST
PUTNAM MUNICIPAL OPPORTUNITIES TRUST
PUTNAM PREMIER INCOME TRUST |
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A message from the Trustees
of the Putnam funds
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| Putnam Managed Municipal Income Trust |
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| Putnam Master Intermediate Income Trust |
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| Putnam Municipal Opportunities Trust |
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| Putnam Premier Income Trust |
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A few minutes of your time now can help save time and expenses later.
Dear Fellow Shareholder:
We are asking for your vote on important matters affecting your
investment in one or more of the Putnam closed-end funds. The Putnam closed-end funds will hold their annual shareholder meetings on April
25, 2025, in Boston, Massachusetts. We are asking you — and all shareholders — to consider and vote on the important matters
described below.
You may vote conveniently by:
• Visiting the website listed on the proxy
card.
• Calling by telephone, using the toll-free
number listed on the proxy card.
• Mailing the enclosed proxy card —
be sure to sign, date, and return the card in the enclosed postage-paid envelope.
Of course, you are also welcome to attend the annual shareholder
meeting on April 25, 2025, and vote your shares during the meeting with respect to the following matters:
1. Fixing the number of Trustees at 8 and electing Trustees.
Shareholders of each fund are being asked to fix the number of
Trustees at 8 and to elect Trustees at the upcoming annual meeting. Although Trustees do not manage fund portfolios, they play an important
role in protecting shareholders. Trustees are responsible for approving the fees paid to your fund’s investment adviser and its
affiliates, reviewing overall fund expenses, selecting the fund’s auditors, monitoring conflicts of interest, overseeing the fund’s
compliance with federal securities laws, and overseeing the voting of proxies for the fund’s portfolio securities.
Detailed information regarding this proposal may be found in the
enclosed proxy statement.
Please vote today.
We encourage you to sign and return
your proxy card today or, alternatively, to vote online or by telephone using the voting control number that appears on your proxy card.
Delaying your vote will
increase fund expenses if further mailings are required. Your shares will
be voted on your behalf exactly as you have instructed. If you sign the proxy card without specifying your vote, your shares will be voted
in accordance with the Trustees’ recommendations.
Your vote is extremely important. If you have questions, please
call toll-free 1-800-713-9960 or contact your financial advisor.
We appreciate your participation and prompt response, and thank
you for investing in the Putnam funds.
March 25, 2025
Table of Contents
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| Notice of Annual Meeting of Shareholders |
7 |
| Trustees’ Recommendations |
8 |
| The Proposals |
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| 1a. FIXING THE NUMBER OF TRUSTEES AT 8 |
9 |
| 1b. ELECTING TRUSTEES |
9 |
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| Further Information About Voting and the Annual Meeting |
31 |
| Fund Information |
36 |
PROXY CARD ENCLOSED
If you have any questions, please call toll-free 1-800-713-9960
or call your financial advisor.
Important Notice Regarding the Availability of Proxy Materials
for the Annual Shareholder Meeting to be Held on April 25, 2025.
The proxy statement is available at https://vote.proxyonline.com/Putnam/docs/2025annual.pdf.
Notice of Annual Meeting of Shareholders
To the Shareholders of:
PUTNAM MANAGED MUNICIPAL INCOME TRUST
PUTNAM MASTER INTERMEDIATE INCOME TRUST
PUTNAM MUNICIPAL OPPORTUNITIES TRUST
PUTNAM PREMIER INCOME TRUST
This is the formal agenda for your fund’s annual shareholder
meeting. It tells you what proposals will be voted on and the time and place of the annual meeting.
The annual meeting of shareholders of your fund will be held on
April 25, 2025 at 11:00 a.m., Boston time, at the principal offices of the funds, 100 Federal Street, Boston, MA 02110, to consider
the following proposals:
| Proposal |
Proposal Description |
Affected Funds |
| 1a. |
Fixing the number of Trustees at 8. |
All funds |
| 1b. |
Electing Trustees. |
All funds |
As part of our effort to maintain a safe and healthy environment
at the annual meeting, each fund and the Trustees closely monitor statements issued by the Centers for Disease Control and Prevention
(cdc.gov). For that reason, the Trustees reserve the right to reconsider the date, time and/or means of convening your fund’s meeting.
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By Michael J. Higgins, Clerk, and by the Trustees |
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Barbara M. Baumann, Chair |
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Liaquat Ahamed |
George Putnam III |
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Katinka Domotorffy |
Robert L. Reynolds |
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Catharine Bond Hill |
Manoj P. Singh |
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Gregory G. McGreevey |
Mona K. Sutphen |
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Jennifer Williams Murphy |
Jane E. Trust |
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Marie Pillai |
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In order for you to be represented at your fund’s annual shareholder
meeting, we urge you to record your voting instructions over the internet or by telephone or to mark, sign, date, and mail the enclosed
proxy card(s) in the postage-paid envelope provided.
March 25, 2025
Proxy Statement
This document gives you the information you need to vote on
the proposals. Much of the information is required under rules of the Securities and Exchange Commission (the “SEC”); some
of it is technical. If there is anything you don’t understand, please call toll-free 1-800-713-9960 or call your financial advisor.
| Proposal |
Proposal Description |
Affected Funds |
| 1a. |
Fixing the number of Trustees at 8. |
All funds |
| 1b. |
Electing Trustees. |
All funds |
Who is asking for your vote?
The enclosed proxy is solicited by the current Trustees of Putnam
Managed Municipal Income Trust, Putnam Master Intermediate Income Trust, Putnam Municipal Opportunities Trust, and Putnam Premier Income
Trust (the “Putnam Funds Boards”) for use at each fund’s annual meeting of shareholders to be held on April 25, 2025
and, if your fund’s meeting is adjourned, or postponed, at any later sessions, for the purposes stated in the Notice of Annual Meeting
of Shareholders (see previous page). The Notice of Annual Meeting of Shareholders, the proxy card, and this proxy statement are being
mailed beginning on or about March 25, 2025.
How do your fund’s Trustees recommend that shareholders
vote on these proposals?
The Trustees recommend that you vote
1a. FOR fixing the number of Trustees at 8;
1b. FOR electing your fund’s nominees for Trustees.
Who is eligible to vote?
Shareholders of record of each fund at the close of business on
February 6, 2025 (the “Record Date”) are entitled to be present and to vote at the annual meeting or, if it is adjourned,
at any later sessions. Shareholders of each fund vote separately with respect to each proposal.
Each common shareholder and each preferred shareholder (if applicable)
will be entitled to one vote for each share held, with fractional shares voting proportionately. For Putnam Managed Municipal Income Trust
and Putnam Municipal Opportunities Trust, the only funds with outstanding preferred shares, the holders of preferred shares and holders
of common shares for each fund will vote together as a single class, unless otherwise noted. Shares represented by your duly executed
proxy card will be voted in accordance with your instructions. If you sign and return the proxy card but don’t fill in a vote, your
shares will be voted in accordance with the Trustees’ recommendations. If any other business properly comes before your fund’s
annual meeting, your shares will be voted at the discretion of the persons designated on the proxy card.
The Proposals
1a. FIXING THE NUMBER OF TRUSTEES AT 8
Each fund’s Amended and Restated Agreement and Declaration
of Trust (the “Declaration of Trust”) states that shareholders shall fix the number of Trustees on the fund’s Board
of Trustees (the “Board”) at each annual meeting. Each fund currently has 12 Trustees on its Board. As discussed below, the
Board Policy and Nominating Committee of the Putnam Funds Board has nominated a new slate of 8 nominees for Trustee of your fund, each
of whom currently serves as a Trustee for other closed-end funds managed by Franklin Advisers, Inc. (“Franklin Advisers”)
or its affiliates. Additional information regarding each nominee and the proposal is set forth below. The Putnam Funds Board, based on
the recommendation of its Board Policy and Nominating Committee, recommends that shareholders fix the number of Trustees on your fund’s
Board at 8.
For each fund, if a quorum is present at the annual meeting, a
plurality vote, meaning the greatest number of affirmative votes cast by shareholders, will fix the number of Trustees. In the case of
Putnam Managed Municipal Income Trust and Putnam Municipal Opportunities Trust, the holders of common and preferred shares vote together
as a single class for Proposal 1a.
The Trustees of your fund unanimously recommend that shareholders
vote “FOR” fixing the number of Trustees at 8.
1b. ELECTION OF TRUSTEES
Who are the nominees for Trustees?
The Board Policy and Nominating Committee of the Putnam Funds Board
is responsible for recommending nominees for Trustees of your fund. The Board Policy and Nominating Committee consists solely of Trustees
who are not “interested persons” (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”))
of your fund or of Franklin Advisers, your fund’s investment adviser. Those Trustees who are not “interested persons”
of your fund or of Franklin Advisers are referred to as “Independent Trustees” throughout this proxy statement.
Currently, the Putnam Funds Board oversees each of Putnam Managed
Municipal Income Trust, Putnam Master Intermediate Income Trust, Putnam Municipal Opportunities Trust, and Putnam Premier Income Trust,
as well as 89 open-end funds and 12 exchange-traded funds.
In January 2025, Franklin Advisers recommended to the Putnam Funds
Board that it consider nominating a new slate of Trustees to oversee your fund, noting that these proposed Trustees comprise a board (the
“Franklin CEF Board”) that is dedicated solely to the oversight of closed-end funds advised by Franklin Advisers or its affiliates.
The Franklin Advisers recommendation was based on its view that the Franklin CEF Board, because it oversees only closed-end funds with
a range of strategies, terms, and other circumstances, offered benefits in terms of the administrative efficiency of its oversight process
and had significant pertinent experience. Franklin Advisers believed that electing the Franklin CEF Board members to oversee your fund
would promote consistency of policies, procedures, and oversight across a larger group of Franklin Templeton closed-end funds and would
promote efficient and effective communications among Board members with oversight responsibility for a combined set of closed-end funds.
Franklin Advisers also believed that this scale may create greater opportunity in fee negotiations with third-party service providers
that, upon implementation, would service one rather than two boards. Finally, Franklin Advisers asserted that there would be efficiencies
for the Franklin Advisers and other management teams that work currently with two separate boards, allowing the teams to maintain and
enhance service quality in an environment of ever-increasing complexity. The
Putnam Funds Board considered Franklin Advisers’ views and conducted
a due diligence process in which it considered, among other things, the Franklin CEF Board’s experience overseeing closed-end funds
and interacting with Franklin Advisers and its affiliates with respect to various closed-end fund issues, including investment strategy
matters, the use of leverage, fees and expenses, and distribution policies. The Putnam Funds Board also reviewed the applicable experience
and skill sets of each of the nominees and certain members of the Putnam Funds Board met with certain members of the Franklin CEF Board.
At the conclusion of this due diligence process, the Board Policy and Nominating Committee of the Putnam Funds Board recommended, and
the Putnam Funds Board nominated, each of the 8 members of the Franklin CEF Board for election as a Trustee of your fund. Each of your
fund’s current Trustees was elected at your fund’s April 26, 2024 shareholder meeting to serve until the election and qualification
of his or her successor, or until he or she sooner dies, resigns, retires, or is removed. Accordingly, it is expected that each of your
fund’s current Trustees will serve as Trustee of your fund until the proposed 8 nominees for Trustee are elected and qualified,
at which point your fund will be under the oversight of the Franklin CEF Board.
Each fund’s Declaration of Trust requires that shareholders
elect the fund’s Trustees by a plurality vote at the fund’s annual meeting. The Putnam Funds Board, based on the recommendation
of the Board Policy and Nominating Committee, recommends that you vote for the election of the new slate of 8 nominees described in the
following pages.
For Putnam Managed Municipal Income Trust and Putnam Municipal
Opportunities Trust only.
Pursuant to the Amended and Restated Bylaws of each fund and the
1940 Act, holders of the preferred shares of your fund, voting as a separate class, are entitled to elect two nominees for Trustees. Robert
D. Agdern and Peter Mason have been nominated for election as Trustees by the holders of the preferred shares, voting as a separate class,
while the other nominees have been nominated for election by the holders of the preferred shares and common shares voting together as
a single class. If there is not a quorum of the preferred shares of your fund at the meeting, but there is a quorum of the common and
preferred shares voting together and the nominees for election by the common and preferred shares are elected, Ms. Domortorffy and Mr.
Putnam, who have previously been elected by the holders of each fund’s preferred shared, intend to resign from the Board. Additionally,
each Trust’s Amended and Restated Declaration of Trust provides that the Board may appoint Trustees to fill any vacancies on the
Board.
Biographical Information For The Funds’ Nominees and Current
Trustees.
Franklin CEF Board
The nominees for Trustees and their backgrounds are shown in the following
pages. This information includes each nominee’s name, year of birth, principal occupation(s) during the past five years, and other
information about the nominee’s professional background, including other directorships the nominee holds. Each of the nominees currently
serves as a Trustee overseeing 17 closed-end funds advised by Franklin Advisers or its affiliates and, upon election, is proposed to serve
until the election and qualification of his or her successor, or until he or she sooner dies, resigns, retires, or is removed. Ms. Trust
also serves as Trustee of 123 other funds that are advised by one or more affiliates of Franklin Advisers.
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Independent Trustee Nominees
Name, Address1, Year of Birth, and Length of Service as
a Fund Trustee2 |
Principal Occupation(s) During Past 5 Years |
Other Directorships Held by Trustee |
| Robert D. Agdern (Born 1950) |
Member of the Advisory Committee of the Dispute Resolution Research Center at the Kellogg Graduate School of Business, Northwestern University (2002 to 2016); formerly, Deputy General Counsel responsible for western hemisphere matters for BP PLC (1999 to 2001); Associate General Counsel at Amoco Corporation responsible for corporate, chemical, and refining and marketing matters and special assignments (1993 to 1998) (Amoco merged with British Petroleum in 1998 forming BP PLC). |
Director of certain closed-end funds advised by Franklin Templeton Fund Adviser, LLC and its affiliates (since 2015) |
| Carol L. Colman, CFA (Born 1946) |
President, Colman Consulting Company (consulting) |
Director of certain closed-end funds advised by Franklin Templeton Fund Adviser, LLC and its affiliates (since 2007) |
| Anthony Grillo (Born 1955) |
Retired; Founder, Managing Director and Partner of American Securities Opportunity Funds (private equity and credit firm) (2006 to 2018); formerly, Senior Managing Director of Evercore Partners Inc. (investment banking) (2001 to 2004); Senior Managing Director of Joseph Littlejohn & Levy, Inc. (private equity firm) (1999 to 2001); Senior Managing Director of The Blackstone Group L.P. (private equity and credit firm) (1991 to 1999) |
Director of certain closed-end funds advised by Franklin Templeton Fund Adviser, LLC and its affiliates (since 2024); Director of Littelfuse, Inc. (electronics manufacturing) (since 1991); formerly, Director of Oaktree Acquisition Corp. II (2020 to 2022); Director of Oaktree Acquisition Corp. (2019 to 2021) |
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Independent Trustee Nominees
Name, Address1, Year of Birth, and Length of Service as
a Fund Trustee2 |
Principal Occupation(s) During Past 5 Years |
Other Directorships Held by Trustee |
| Eileen A. Kamerick (Born 1958) |
Chief Executive Officer, The Governance Partners, LLC (consulting firm) (since 2015); National Association of Corporate Directors Board Leadership Fellow (since 2016, with Directorship Certification since 2019) and NACD 2022 Directorship 100 honoree; Adjunct Professor, Georgetown University Law Center (since 2021); Adjunct Professor, The University of Chicago Law School (since 2018); Adjunct Professor, University of Iowa College of Law (since 2007); formerly, Chief Financial Officer, Press Ganey Associates (health care informatics company) (2012 to 2014); Managing Director and Chief Financial Officer, Houlihan Lokey (international investment bank) and President, Houlihan Lokey Foundation (2010 to 2012) |
Director of certain closed-end funds advised by Franklin Templeton Fund Adviser, LLC and its affiliates (since 2013); Director, VALIC Company I (since October 2022); Director of ACV Auctions Inc. (since 2021); Director of Associated Banc-Corp (financial services company) (since 2007); formerly, Director of Hochschild Mining plc (precious metals company) (2016 to 2023); formerly Trustee of AIG Funds and Anchor Series Trust (2018 to 2021) |
| Nisha Kumar (Born 1970) |
Formerly, Managing Director and the Chief Financial Officer and Chief Compliance Officer of Greenbriar Equity Group, LP (2011 to 2021); formerly, Chief Financial Officer and Chief Administrative Officer of Rent the Runway, Inc. (2011); Executive Vice President and Chief Financial Officer of AOL LLC, a subsidiary of Time Warner Inc. (2007 to 2009); Member of the Council on Foreign Relations |
Director of certain closed-end funds advised by Franklin Templeton Fund Adviser, LLC and its affiliates (since 2019); Director of Stonepeak-Plus Infrastructure Fund LP (since 2025); Director of Birkenstock Holding plc (since 2023); Director of The India Fund, Inc. (since 2016); formerly, Director of Aberdeen Income Credit Strategies Fund (2017 to 2018); and Director of The Asia Tigers Fund, Inc. (2016 to 2018) |
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Independent Trustee Nominees
Name, Address1, Year of Birth, and Length of Service as
a Fund Trustee2 |
Principal Occupation(s) During Past 5 Years |
Other Directorships Held by Trustee |
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Peter Mason (Born 1959)
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Arbitrator and Mediator (self- employed) (since 2021); formerly, Global
General Counsel of UNICEF
(non-governmental organization) (1998-2021) |
Director of certain closed-end funds advised by Franklin Templeton Fund
Adviser, LLC and its affiliates (since 2024); Chairman of University of Sydney USA Foundation (since 2020); Director of the Radio Workshop
US, Inc. (since 2023)
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Hillary A. Sale (Born 1961)
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Agnes Williams Sesquicentennial Professor of Leadership and Corporate Governance, Georgetown Law Center; and Professor of Management, McDonough School of Business (since 2018); formerly, Associate Dean for Strategy, Georgetown Law Center (2020-2023); National Association of Corporate Directors Board Faculty Member (since 2021); formerly, a Member of the Board of Governors of FINRA (2016-2022) |
Director of certain closed-end funds advised by Franklin Templeton Fund Adviser, LLC and its affiliates (since 2024); Director of CBOE U.S. Securities Exchanges, CBOE Futures Exchange, and CBOE SEF, Director (Since 2022); Advisory Board Member of Foundation Press (academic book publisher) (since 2019); Chair of DirectWomen Board Institute (since 2019); formerly, Member of DirectWomen (nonprofit) (2007-2022) |
Interested Trustees
| Name, Address1, Year of Birth and Length of Service as a Fund Trustee2 |
Principal Occupation(s) During Past 5 Years |
Other Directorships Held by Trustee |
| Jane E. Trust, CFA (Born 1962) |
Since 2020, Senior Vice President, Fund Board Management, Franklin Templeton. Since 2015, Officer and/or Trustee/Director of 123 funds associated with Franklin Templeton Fund Advisor, LLC (“FTFA”) or its affiliates, and President and Chief Executive Officer of FTFA. From 2018 to 2020, Senior Managing Director of Legg Mason & Co., LLC (“Legg Mason & Co.”). From 2016 to 2018, Managing Director of Legg Mason & Co. In 2015, Senior Vice President of FTFA. |
Director of certain closed-end funds advised by Franklin Templeton Fund Adviser, LLC and its affiliates (since 2015) |
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1 The address of each nominee for Trustee is c/o Chairman
of the Fund, Franklin Templeton, 620 Eighth Avenue, 47th Floor, New York, NY 10018.
2 If elected, each nominee for Trustee will serve a term
beginning from April 25, 2025, until the election and qualification of his or her successor, or until he or she sooner dies, resigns,
retires, or is removed.
The Board Policy and Nominating Committee of the Putnam Funds Board is responsible
for recommending nominees for election to the Board for its approval. As is described in more detail below, the Committee considers the
skills and characteristics that it determines would most benefit the Putnam funds, and considers diversity of background, experience,
and views. In recommending the election of the nominees as Trustees, the Committee generally considered these matters and the educational,
business, and professional experience of each nominee in determining his or her qualifications to serve as a Trustee of the fund, including
the nominee’s record of service as a director or trustee of public and private organizations. This included each nominee’s
service as a member of the Franklin CEF Board. The Committee also considered, among other factors, the particular attributes described
below with respect to each individual nominee for Trustee: Mr. Agdern, experience in business and
as a legal professional; Ms. Colman, experience as a consultant and investment professional; Mr. Grillo, experience as a managing
director of a private equity and credit firm and experience in investment banking; Ms. Kamerick, experience in business and finance,
including financial reporting, and experience as a board member of a highly regulated financial services company; Ms. Kumar, financial
and accounting experience as the chief financial officer of other companies and experience as a board member of private equity funds;
Mr. Mason, legal and managerial experience; Ms. Sale, experience as a college professor and experience as a board member for financial
and corporate institutions; and Ms. Trust, investment management and risk oversight experience as an executive and portfolio manager and
leadership roles within Franklin Templeton and affiliated entities. References to the qualifications, attributes and skills of the nominees
for Trustees are pursuant to requirements of the Securities and Exchange Commission, do not constitute holding out of the Board or any
nominee from Trustee as having any special expertise or experience, and do not impose any greater responsibility or liability on any person
or on the Board by reason thereof.
Each of the nominees has agreed to serve as a Trustee, if elected. If any
nominee is unavailable for election at the time of the annual meeting, which is not anticipated, the persons designated on the proxy card
may vote for other nominees at their discretion or may fix the number of Trustees at fewer than 8 for your fund.
Putnam Funds Board
The Putnam Funds Board’s current Trustees and their backgrounds are
shown in the following pages. This information includes each current Trustee’s name, year of birth, principal occupation(s) during
the past five years, and other information about the nominee’s professional background, including other directorships the nominee
holds. The Putnam funds complex is composed of the Putnam mutual funds, closed-end funds, and exchange-traded funds (collectively, the
“Putnam funds”) and other funds advised by one or more affiliates of Franklin Advisers. As of December 31, 2024, there were
105 Putnam funds, including 89 mutual funds, 4 closed-end funds and 12 exchange-traded funds. Ms. Trust also serves as Trustee of 123
other funds that are advised by one or more affiliates of Franklin Advisers. The address of all of the current Trustees is 100 Federal
Street, Boston, Massachusetts 02110.
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Independent Trustees
Name, Address1, Year of Birth, Position(s) Held with Fund
and Length of Service as a Putnam Fund Trustee2 |
Principal Occupation(s) During Past 5 Years |
Other Directorships Held by Trustee |
| Liaquat Ahamed (Born 1952), Trustee since 2012 |
Author; won Pulitzer Prize for Lords of Finance: The Bankers Who Broke the World. |
Chair of the Sun Valley Writers Conference, a literary not-for-profit organization; and a Trustee of the Journal of Philosophy. |
| Barbara M. Baumann (Born 1955), Trustee since 2010, Vice Chair 2022 to 2024, Chair since 2024 |
President of Cross Creek Energy Corporation, a strategic consultant to domestic energy firms and direct investor in energy projects. |
Director of Devon Energy Corporation, a publicly traded independent natural gas and oil exploration and production company; Director of National Fuel Gas Company, a publicly traded energy company that engages in the production, gathering, transportation, distribution and marketing of natural gas; Senior Advisor to the energy private equity firm First Reserve; member of the Finance Committee of the Children’s Hospital of Colorado; member of the Investment Committee of the Board of The Denver Foundation; and previously a Director of publicly traded companies Buckeye Partners LP, UNS Energy Corporation, CVR Energy Company, and SM Energy Corporation. |
| Katinka Domotorffy (Born 1975), Trustee since 2012 |
Voting member of the Investment Committees of the Anne Ray Foundation and Margaret A. Cargill Foundation, part of the Margaret A. Cargill Philanthropies. |
Director of the Great Lakes Science Center and of College Now Greater Cleveland. |
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Independent Trustees
Name, Address1, Year of Birth, Position(s) Held with Fund
and Length of Service as a Putnam Fund Trustee2 |
Principal Occupation(s) During Past 5 Years |
Other Directorships Held by Trustee |
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Catharine Bond Hill (Born 1954), Trustee since 2017
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Managing Director of Ithaka S+R, a not-for-profit service that helps the
academic community navigate economic and technological change.
From 2006 to 2016, Dr. Hill served as the 10th president of Vassar College. |
Director of Yale-NUS College; and Trustee of Yale University. |
| Gregory G. McGreevey (Born 1962), Trustee since 2024 |
Until 2023, Senior Managing Director, Investments, Invesco Ltd., a global investment firm. |
Previously, a Director of Invesco Mortgage Capital, Inc., a publicly traded real estate investment trust. |
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Independent Trustees
Name, Address1, Year of Birth, Position(s) Held with Fund
and Length of Service as a Putnam Fund Trustee2 |
Principal Occupation(s) During Past 5 Years |
Other Directorships Held by Trustee |
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*Jennifer Williams Murphy (Born 1964), Trustee since 2022
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Chief Executive Officer and Founder of Runa Digital
Assets, LLC, an institutional investment advisory firm specializing in active management of digital assets. Until 2021, Chief Operating
Officer of
Western Asset Management, LLC, a global investment adviser, and Chief
Executive Officer and President of Western Asset Mortgage Capital Corporation, a mortgage finance real estate investment trust. |
Previously, a Director of Western Asset Mortgage Capital Corporation. |
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Independent Trustees
Name, Address1, Year of Birth, Position(s) Held with Fund
and Length of Service as a Putnam Fund Trustee2 |
Principal Occupation(s) During Past 5 Years |
Other Directorships Held by Trustee |
| Marie Pillai (Born 1954), Trustee since 2022 |
Senior Advisor, Hunter Street Partners, LP, an asset-oriented private investment firm; Specialty Leader and Member of the Curriculum Committee of the Center for Board Certified Fiduciaries, a public benefit corporation providing coursework for developing fiduciaries. Until 2019, Vice President, Chief Investment Officer and Treasurer of General Mills, Inc., a global food company. |
Member of the Investment Committee of the Bush Foundation, a non-profit organization supporting community problem-solving in Minnesota, North Dakota and South Dakota; Member of the Finance Council and Corporate Board of the Archdiocese of Saint Paul and Minneapolis; Director of Choice Bank, a private, community bank based in North Dakota; previously a Board Member of Catholic Charities of St. Paul and Minneapolis; former Director of the Catholic Community Foundation of Minnesota; and former Investment Advisory Board Member of the University of Minnesota. |
| George Putnam III (Born 1951), Trustee since 1984 |
Chair of New Generation Research, Inc., a publisher of financial advisory and other research services, and President of New Generation Advisors, LLC, a registered investment adviser to private funds. |
Director of The Boston Family Office, LLC, a registered investment adviser;
a Director of the Gloucester Marine Genomics Institute; a Trustee of the Lowell Observatory Foundation; and previously a Trustee of the
Marine Biological Laboratory.
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Manoj P. Singh (Born 1952),
Trustee since 2017 |
Until 2015, Chief Operating Officer and Global Managing Director at Deloitte Touche Tohmatsu, Ltd., a global professional services organization, serving on the Deloitte U.S. Board of Directors and the boards of Deloitte member firms in China, Mexico and Southeast Asia. |
Director of ReNew Energy Global Plc, a publicly traded renewable energy company; Director of Abt Associates, a global research firm working in the fields of health, social and environmental policy, and international development; Trustee of Carnegie Mellon University; Director of Pratham USA, an organization dedicated to children’s education in India; member of the advisory board of Altimetrik, a business transformation and technology solutions firm; and Director of DXC Technology, a global IT services and consulting company. |
|
Independent Trustees
Name, Address1, Year of Birth, Position(s) Held with Fund
and Length of Service as a Putnam Fund Trustee2 |
Principal Occupation(s) During Past 5 Years |
Other Directorships Held by Trustee |
| Mona K. Sutphen (Born 1967), Trustee since 2020 |
Partner, Investment Strategies at The Vistria Group, a private investment firm focused on middle-market companies in the healthcare, education, and financial services industries. From 2014 to 2018, Partner at Macro Advisory Partners, a global consulting firm. |
Director of Spotify Technology S.A., a publicly traded audio content streaming service; Director of Unitek Learning, a private nursing and medical services education provider in the United States; Board Member, International Rescue Committee; Co-Chair of the Board of Human Rights First; Trustee of Mount Holyoke College; member of the Advisory Board for the Center on Global Energy Policy at Columbia University’s School of International and Public Affairs; previously Director of Pattern Energy and Pioneer Natural Resources, publicly traded energy companies; and previously Managing Director of UBS AG. |
Interested Trustees
| Name, Address1, Year of Birth, Position(s) Held with Fund and Length of Service as a Putnam Fund Trustee2 |
Principal Occupation(s) During Past 5 Years |
Other Directorships Held by Trustee |
| **Robert L. Reynolds (Born 1952), Trustee since 2008 |
Chair of Great-West Lifeco U.S. LLC. Prior to 2019, also President and Chief Executive Officer of Great-West Financial, a financial services company that provides retirement savings plans, life insurance, and annuity and executive benefits products, and of Great-West Lifeco U.S. LLC, a holding company that owns Putnam Investments and Great-West Financial, and a member of Great-West Financial’s Board of Directors. Until 2023, President and Chief Executive Officer of Putnam Investments, President and Chief Executive Officer of Putnam Investment Management, LLC and member of Putnam Investments’ Board of Directors. |
Director of the Concord Museum; Director of Dana-Farber Cancer Institute; Director of the U.S. Ski & Snowboard Foundation; Chair of the Boston Advisory Board of the American Ireland Fund; Council Co-Chair of the American Enterprise Institute; Member of U.S. Chamber of Commerce, Center for Capital Markets Competitiveness; Chair of Massachusetts High Technology Council; Member of the Chief Executives Club of Boston; Member of the Massachusetts General Hospital President’s Council; Chairman of the Board of Directors of the Ron Burton Training Village; Director and former Chair of the Massachusetts Competitive Partnership; former Chair of the West Virginia University Foundation; and former Executive Committee Member of the Greater Boston Chamber of Commerce. |
| *** Jane E. Trust (Born 1962), Trustee since 2024 |
Since 2020, Senior Vice President, Fund Board Management, Franklin Templeton. Since 2015, Officer and/or Trustee/Director of 123 funds associated with Franklin Templeton Fund Advisor, LLC (“FTFA”) or its affiliates, and President and Chief Executive Officer of FTFA. From 2018 to 2020, Senior Managing Director of Legg Mason & Co., LLC (“Legg Mason & Co.”). From 2016 to 2018, Managing Director of Legg Mason & Co. In 2015, Senior Vice President of FTFA. |
None. |
1 The address of each current Trustee is 100 Federal Street,
Boston, MA 02110.
2 Each current Trustee will serve until the election
and qualification of his or her successor, or until he or she sooner dies, resigns, retires, or is removed.
* Ms. Murphy is the founder, controlling member, and Chief Executive
Officer of Runa Digital Assets, LLC (“RDA”), the investment manager of Runa Digital Partners, LP (“RDP”), a private
investment fund. Ms. Murphy also holds a controlling interest in RDP’s general partner and is a limited partner in RDP. A subsidiary
of Franklin Resources, Inc. (“Franklin Templeton”), and certain individuals employed by Franklin Templeton or its affiliates
have made passive investments as limited partners in RDP (one of whom serves on the advisory board for RDA, which has no governance or
oversight authority over RDA), representing in the aggregate approximately 33% of RDP as of September 30, 2024. In addition, if certain
conditions are met, Franklin Templeton will be entitled to receive a portion of any incentive compensation allocable to RDP’s general
partner. For so long as Franklin Templeton maintains its investment in RDP, Ms. Murphy also has agreed upon request to advise and consult
with Franklin Templeton and its affiliates on the market for digital assets. Ms. Murphy provides similar service to other limited partners
in RDP that request her advice. Ms. Murphy also is entitled to receive deferred cash compensation in connection with her prior employment
by an affiliate of Franklin Templeton, which employment ended at the end of 2021. With regard to Ms. Murphy, the relationships described
above may give rise to a potential conflict of interest with respect to the funds.
** Trustee who is an "interested person" (as defined in
the 1940 Act) of Putnam Managed Municipal Income Trust, Putnam Master Intermediate Income Trust, Putnam Municipal Opportunities Trust,
Putnam Premier Income Trust, and Franklin Advisers. Mr. Reynolds is deemed an "interested person" by virtue of his position
as an officer of Putnam Managed Municipal Income Trust, Putnam Master Intermediate Income Trust, Putnam Municipal Opportunities Trust,
and Putnam Premier Income Trust and his direct beneficial interest in shares of Franklin Templeton, of which Franklin Advisers is an indirect
wholly-owned subsidiary. Mr. Reynolds is the President of Putnam Managed Municipal Income Trust, Putnam Master Intermediate Income Trust,
Putnam Municipal Opportunities Trust, Putnam Premier Income Trust, and each of the other Putnam funds, and prior to January 1, 2024, Mr.
Reynolds was President and Chief Executive Officer of Putnam Investment Management, LLC (“Putnam Management”) and Putnam Investments,
LLC, the previous parent company to Putnam Management.
*** Trustee who is an “interested person” (as defined
in the 1940 Act) of Putnam Managed Municipal Income Trust, Putnam Master Intermediate Income Trust, Putnam Municipal Opportunities Trust,
Putnam Premier Income Trust and Franklin Advisers. Ms. Trust is deemed an “interested person” by virtue of her positions with
certain affiliates of Franklin Advisers.
What are the Trustees’ responsibilities?
Franklin CEF Board
Responsibilities of the Board of Trustees
If elected, the proposed slate of nominees for your fund’s
Board of Trustees will be responsible under applicable state law for overseeing generally the management and operations of the fund. The
Board will oversee the fund’s operations by, among other things, meeting at its regularly scheduled meetings and as otherwise needed
with the fund’s management and evaluating the performance of the fund’s service providers. As part of this process, the Trustees
will consult with the fund’s independent auditors and with their own separate independent counsel.
If elected, the nominees for Trustees will review the fund’s
financial statements, performance, net asset value and market price and the relationship between them, as well as the quality of the services
being provided to the fund. As part of this process, the Trustees will review the fund’s fees and expenses in light of the nature,
quality and scope of the services being received while also seeking to ensure that the fund continues to have access to high quality services
in the future.
The Board will have a standing Audit Committee, Nominating Committee,
Compensation Committee and Pricing and Valuation Committee that meet periodically and whose responsibilities are described below. Each
of the Audit Committee, Nominating Committee, Compensation Committee and Pricing and Valuation Committee of the Board will be composed
of all Trustees who have been determined not to be “interested persons” of the fund, Franklin Advisers or their affiliates
within the meaning of the 1940 Act, and who are “independent” as defined in the New York Stock Exchange listing standards
(“Independent Trustees”), and chaired by an Independent Trustees. The Board in its discretion from time to time may establish ad
hoc committees.
Audit Committee. The fund’s Audit Committee will be
composed entirely of all of the Independent Trustees. The principal functions of the Audit Committee will be to: (a) assist Board oversight
of (i) the integrity of the fund’s financial reporting, (ii) the fund’s compliance with legal and regulatory requirements,
(iii) the qualifications and independence of the fund’s independent registered public accountants and (iv) the performance of the
fund’s internal audit function and independent registered public accountants; (b) approve, and recommend to the Independent Board
Members (as such term is defined in the Audit Committee Charter) for their ratification, the selection, appointment, retention or termination
of the fund’s independent registered public accounting firm, as well as approving the compensation thereof; (c) approve all audit
and permissible non-audit services provided to the fund and certain other persons by the fund’s independent registered public accounting
firm; and (d) prepare the report required to be prepared by the Audit Committee pursuant to the rules of the SEC for inclusion in the
fund’s annual Proxy Statement. The Audit Committee will operate under a written charter adopted and approved by the Board, a copy
of which will be available on the fund’s website at www.franklintempleton.com/investments/options/closed-end-funds and
click on the name of the fund.
Nominating Committee. The fund’s Nominating Committee,
the principal function of which will be to select and nominate candidates for election as Directors of the fund, will be composed of all
of the Independent Trustees. The Nominating Committee may consider nominees recommended by the stockholder as it deems appropriate. Stockholders
who wish to recommend a nominee should send recommendations to the fund’s Secretary that include all information relating to such
person that is required to be disclosed in solicitations of proxies for the election of Directors. A recommendation must be accompanied
by a written consent of the individual to stand for election if nominated by the Board of Directors and to serve if elected by the stockholders.
The Nominating Committee will operate under a
written charter adopted and approved by the Board, a copy of which will
be available on the fund’s website at www.franklintempleton.com/investments/options/closed-end-funds and click on the name of the
fund.
The Nominating Committee will identify potential nominees through
its network of contacts, and in its discretion may also engage a professional search firm. The Nominating Committee will meet to discuss
and consider such candidates’ qualifications and then chooses a candidate by majority vote. The Nominating Committee will not have
specific, minimum qualifications for nominees, and will not establish specific qualities or skills that it regards as necessary for one
or more of the fund’s Trustees to possess (other than any qualities or skills that may be required by applicable law, regulation
or listing standard). However, as set forth in the Nominating Committee Charter, in evaluating a person as a potential nominee to serve
as a Trustee of the fund, the Nominee Committee may consider the following factors, among any others it may deem relevant:
| |
• |
|
whether or not the person is an “interested person” as defined in the 1940 Act and whether the person is otherwise qualified under applicable laws and regulations to serve as a Director of the fund; |
| |
• |
|
whether or not the person has any relationships that might impair his or her independence, such as any business, financial or family relationships with fund management, the investment manager of the fund, fund service providers or their affiliates; |
| |
• |
|
whether or not the person serves on boards of, or is otherwise affiliated with, competing financial service organizations or their related mutual fund complexes; |
| |
• |
|
whether or not the person is willing to serve, and willing and able to commit the time necessary for the performance of the duties of a Trustee of the fund; |
| |
• |
|
the contribution which the person can make to the Board and the fund (or, if the person has previously served as a Director of the fund, the contribution which the person made to the Board during his or her previous term of service), with consideration being given to the person’s business and professional experience, education and such other factors as the Committee may consider relevant; |
| |
• |
|
the character and integrity of the person; and |
| |
• |
|
whether or not the selection and nomination of the person would be consistent with the requirements of the fund’s retirement policies. |
Pricing and Valuation Committee. The fund’s Pricing
and Valuation Committee will be composed of all of the Independent Trustees. The principal function of the Pricing and Valuation Committee
will be to assist the Board with its oversight of the process for valuing portfolio securities in light of applicable law, regulatory
guidance and applicable policies and procedures adopted by the fund.
Compensation Committee. The fund’s Compensation Committee
will be composed entirely of all of the Independent Trustees. The principal function of the Compensation Committee will be to recommend
the appropriate compensation of the Independent Directors for their service on the Board and the committees of the Board. The Compensation
Committee will operate under a written charter adopted and approved by the Board, a copy of which will be available on the fund’s
website at www.franklintempleton.com/investments/options/closed-end-funds and click on the name of the fund.
Risk Oversight. The Board’s role in risk oversight
of the fund reflects its responsibility under applicable state law to oversee generally, rather than to manage, the operations of the
fund. In line with this oversight responsibility, the Board will receive reports and make inquiries at its regular meetings and as needed
regarding the nature and extent of significant fund risks (including investment, compliance and valuation risks) that potentially could
have a materially adverse impact on the business operations, investment performance or reputation of the fund, but will rely upon the
fund’s management (including the fund’s portfolio managers) and Chief Compliance Officer, who reports directly to the Board,
and Franklin Advisers to assist it in identifying and understanding the nature and extent of such risks and determining whether, and to
what extent, such risks may be eliminated or mitigated. In addition to reports and other information received from fund management and
Franklin Advisers regarding the fund’s investment program and activities, the Board as part of its risk oversight efforts will meet
at its regular meetings and as needed with the fund’s Chief Compliance Officer to discuss, among other things, risk issues and issues
regarding the policies, procedures and controls of the fund. The Board may be assisted in performing aspects of its role in risk oversight
by the Audit Committee and such other standing or special committees as may be established from time to time by the Board. For example,
the Audit Committee of the Board will regularly meet with the fund’s independent public accounting firm to review, among other things,
reports on the fund’s internal controls for financial reporting.
The Board believes that not all risks that may affect the fund can
be identified, that it may not be practical or cost-effective to eliminate or mitigate certain risks, that it may be necessary to bear
certain risks (such as investment-related risks) to achieve the fund’s goals, and that the processes, procedures and controls employed
to address certain risks may be limited in their effectiveness. Moreover, reports received by the Trustees as to risk management matters
are typically summaries of relevant information and may be inaccurate or incomplete. As a result of the foregoing and other factors, the
Board’s risk management oversight is subject to substantial limitations.
Putnam Funds Board
Your fund’s current Trustees are responsible for the general
oversight of your fund’s affairs. The Trustees regularly review your fund’s investment performance as well as the quality
of other services provided to your fund and its shareholders by Franklin Advisers and its affiliates, including administration and shareholder
servicing. The Trustees review and evaluate the fees and operating expenses paid by your fund for these services, typically on an annual
basis, and negotiate changes if they deem it appropriate. In carrying out these responsibilities, the Trustees are assisted by an independent
administrative staff and by your fund’s independent counsel and other experts as appropriate, selected by and responsible to the
Trustees. A description of the current Board leadership structure and the Board’s Committee’s appears in Appendix A.
How large of a stake do the nominees and current Trustees have
in the Putnam family of funds?
Franklin CEF Board
The table below shows the number of shares of each fund beneficially
owned by each nominee, as well as the value of each nominee’s holdings in each fund and in all of the funds in the Putnam family
of funds as of December 31, 2024. As a group, the nominees owned shares of the Putnam family of funds valued under $100,000 as of December 31,
2024.
|
Trustees/Nominees
|
Dollar Range of Fund Shares Owned |
Fund Shares Beneficially Owned |
Dollar Range of Fund Shares Owned |
Fund Shares Beneficially Owned |
Dollar Range of Fund Shares Owned |
Fund Shares Beneficially Owned |
Dollar Range of Fund Shares Owned |
Fund Shares Beneficially Owned |
| Putnam Managed Municipal Income Trust |
Putnam Master Intermediate Income Trust |
Putnam Municipal
Opportunities Trust |
Putnam Premier Income Trust |
| Robert D. Agdern |
$0 |
0 |
$0 |
0 |
$0 |
0 |
$0 |
0 |
| Carol L. Colman |
$0 |
0 |
$0 |
0 |
$0 |
0 |
$0 |
0 |
| Anthony Grillo |
$0 |
0 |
$0 |
0 |
$0 |
0 |
$0 |
0 |
| Eileen A. Kamerick |
$0 |
0 |
$0 |
0 |
$0 |
0 |
$0 |
0 |
| Nisha Kumar |
$0 |
0 |
$0 |
0 |
$0 |
0 |
$0 |
0 |
| Peter Mason |
$0 |
0 |
$0 |
0 |
$0 |
0 |
$0 |
0 |
| Hillary A. Sale |
$0 |
0 |
$0 |
0 |
$0 |
0 |
$0 |
0 |
| Interested Nominee |
| Jane E. Trust |
$0 |
0 |
$0 |
0 |
$0 |
0 |
$0 |
0 |
| Nominees as a group |
$0 |
0 |
$0 |
0 |
$0 |
0 |
$0 |
0 |
|
Name
of Trustee/Nominee |
Aggregate Dollar Range of Shares Held in All Funds
in
the Putnam family of funds Overseen by Trustee |
| Robert D. Agdern |
$0 |
| Carol L. Colman |
$0 |
| Anthony Grillo |
$0 |
| Eileen A. Kamerick |
$0 |
| Nisha Kumar |
$0 |
| Peter Mason |
$0 |
| Hillary A. Sale |
$0 |
| Interested Trustee |
| Jane E. Trust |
$0 |
Putnam Funds Board
The current Trustees allocate their investments among the Putnam
funds based on their own investment needs. The table below shows the number of shares of each fund beneficially owned by each current
Trustee, as well as the value of each current Trustee’s holdings in each fund and in all of the funds in the Putnam family of funds
as of December 31, 2024. As a group, the Trustees owned shares of the Putnam family of funds valued at approximately $69 million, as of
December 31, 2024.
|
Trustees/Nominees
|
Dollar Range of Fund Shares Owned |
Fund Shares Beneficially Owned |
Dollar Range of Fund Shares Owned |
Fund Shares Beneficially Owned |
Dollar Range of Fund Shares Owned |
Fund Shares Beneficially Owned |
Dollar Range of Fund Shares Owned |
Fund Shares Beneficially Owned |
| Putnam Managed Municipal Income Trust |
Putnam Master Intermediate Income Trust |
Putnam Municipal
Opportunities Trust |
Putnam Premier Income Trust |
| Liaquat Ahamed |
$1-$10,000 |
100.0000 |
$1-$10,000 |
100.0000 |
$1-$10,000 |
100.0000 |
$1-$10,000 |
100.0000 |
| Barbara M. Baumann |
$1-$10,000 |
100.0000 |
$1-$10,000 |
100.0000 |
$1-$10,000 |
100.0000 |
$1-$10,000 |
100.0000 |
| Katinka Domotorffy |
$1-$10,000 |
100.0000 |
$1-$10,000 |
100.0000 |
$1-$10,000 |
100.0000 |
$1-$10,000 |
100.0000 |
| Catharine Bond Hill |
$1-$10,000 |
100.0000 |
$1-$10,000 |
100.0000 |
$1-$10,000 |
100.0000 |
$1-$10,000 |
100.0000 |
| Gregory G. McGreevey |
$0.00 |
0..0000 |
$0.00 |
0.0000 |
$0.00 |
0.0000 |
$0.00 |
0.0000 |
| Jennifer Williams Murphy |
$0.00 |
0.0000 |
$1-$10,000 |
299.0000 |
$0.00 |
0.0000 |
$1-$10,000 |
272.0000 |
| Marie Pillai |
$1-$10,000 |
173.7630 |
$1-$10,000 |
313.6650 |
$1-$10,000 |
100.2560 |
$1-$10,000 |
286.8060 |
| George Putnam III |
$10,001-$50,000 |
3,815.0000 |
$1-$10,000 |
2,178.0000 |
$10,001-$50,000 |
3,788.0000 |
$1-$10,000 |
2,505.0000 |
| Manoj P. Singh |
$1-$10,000 |
171.0000 |
$1-$10,000 |
313.0000 |
$1-$10,000 |
101.0000 |
$1-$10,000 |
276.0000 |
| Mona K. Sutphen |
$1-$10,000 |
149.0000 |
$1-$10,000 |
298.0000 |
$1-$10,000 |
89.0000 |
$1-$10,000 |
268.0000 |
| Interested Trustees |
| Robert L. Reynolds (1) |
$1-$10,000 |
100.0000 |
$1-$10,000 |
100.0000 |
$1-$10,000 |
100.0000 |
$1-$10,000 |
100.0000 |
| Jane E. Trust |
$0.00 |
0.0000 |
$0.00 |
0.0000 |
$0.00 |
0.0000 |
$0.00 |
0.0000 |
| Trustees as a group |
$10,001-$50,000 |
4,808.7630 |
$10,001-$50,000 |
3,901.6650 |
$10,001-$50,000 |
4,578.2560 |
$10,001-$50,000 |
4,107.8060 |
|
Name
of Trustee/Nominee |
Aggregate Dollar Range of Shares Held in All Funds
in
the Putnam family of funds Overseen by Trustee |
| Liaquat Ahamed |
Over 100,000 |
| Barbara M. Baumann |
Over 100,000 |
| Katinka Domotorffy |
Over 100,000 |
| Catharine Bond Hill |
Over 100,000 |
| Gregory G. McGreevey |
$0 |
| Jennifer Williams Murphy |
$10,001-$50,000 |
| Marie Pillai |
Over 100,000 |
| George Putnam III |
Over 100,000 |
| Manoj P. Singh |
Over 100,000 |
| Mona K. Sutphen |
Over 100,000 |
| Interested Trustees |
| Robert L. Reynolds (1) |
Over 100,000 |
| Jane E. Trust |
$0 |
(1) Trustee who is an "interested person" (as defined in the
1940 Act) of Putnam Managed Municipal Income Trust, Putnam Master Intermediate Income Trust, Putnam Municipal Opportunities Trust, Putnam
Premier Income Trust, and Franklin Advisers. Mr. Reynolds is deemed an "interested person" by virtue of his position as an officer
of Putnam Managed Municipal Income Trust, Putnam Master Intermediate Income Trust, Putnam Municipal Opportunities Trust, and Putnam Premier
Income Trust and his direct beneficial interest in shares of Franklin Templeton, of which Franklin Advisers is an indirect, wholly-owned
subsidiary. Mr. Reynolds is the President of Putnam Managed Municipal Income Trust, Putnam Master Intermediate Income Trust, Putnam Municipal
Opportunities Trust, Putnam Premier Income Trust, and each of the other Putnam funds, and prior to January 1, 2024, Mr. Reynolds was President
and Chief Executive Officer of Putnam Management and Putnam Investments, LLC, the previous parent company to Putnam Management.
As of March 1, 2025, none of the current Trustees owned any preferred
shares of Putnam Managed Municipal Income Trust or Putnam Municipal Opportunities Trust. As of March 1, 2025, each Trustee, and the officers
and Trustees of the fund as a group, owned less than 1% of each fund’s outstanding common shares.
How can shareholders communicate with the Trustees?
The Board provides a process for shareholders to send communications
to the Trustees. Shareholders may direct communications to the Board as a whole or to specified individual Trustees by submitting them
in writing to the following address:
| The Putnam Funds |
| Attention: “Board of Trustees” or any specified Trustee(s) |
| 100 Federal Street |
| Boston, Massachusetts 02110 |
Written communications must include the shareholder’s name, be signed
by the shareholder, refer to the Putnam fund(s) in which the shareholder holds shares, and include the class and number of shares held
by the shareholder as of a recent date.
Representatives of the funds’ transfer agent will review
all communications sent to Trustees and, as deemed appropriate, will provide copies and/or summaries of communications to the Trustees.
How often do the Trustees meet?
Franklin CEF Board
The Franklin CEF Board expects to typically hold four regularly scheduled
meetings each year, and additional meetings as needed.
Putnam Funds Board
The current Trustees hold regular in-person meetings eight times
each year, usually over a two-day period, to review the operations of the Putnam funds. A portion of these meetings is devoted to meetings
of various committees of the Putnam Funds Board that focus on particular matters. Each Independent Trustee generally attends several formal
committee meetings during each regular meeting of the Trustees, including meetings with senior investment personnel and portfolio managers
to review recent performance and the current investment climate for selected funds. These meetings ensure that fund performance is reviewed
in detail on at least an annual basis. The committees of the Putnam Funds Board, including the Executive Committee, may also meet on special
occasions as the need arises. During the calendar year 2024, each Trustee attended at least 75% of the Putnam Funds Board and applicable
committee meetings noted for each fund and the average Trustee participated in approximately 35 Board and committee meetings.
The number of times the full Putnam Funds Board and each committee
met during calendar year 2024 is shown in the table below:
| Board of Trustees |
12 |
| Audit, Compliance and Risk Committee |
13 |
| Board Policy and Nominating Committee |
8 |
| Brokerage Committee |
3 |
| Contract Committee |
8 |
| Exchange-Traded Fund Committee |
4 |
| Executive Committee |
1 |
| Investment Oversight Committee A |
5 |
| Investment Oversight Committee B |
5 |
| Pricing Committee |
8 |
The funds do not have a formal policy with respect to Trustee attendance
at shareholder meetings. While various Trustees may attend shareholder meetings from time to time, your fund’s Trustees did not
attend the last annual meeting of your fund. The Trustees are generally represented at shareholder meetings by their independent staff
and independent counsel.
What are the Trustees paid for their services?
Franklin CEF Board
None of the nominees were paid any fees by a fund for the fiscal
year ended October 31, 2024. None of the nominees received pension or retirement benefits from any fund in any fund’s last fiscal
year. Persons who are employees, officers or directors of Franklin Advisers or an affiliate receive no remuneration for serving as Trustees.
Total compensation paid to each nominee by each fund and by the Franklin funds complex for the year ended December 31, 2024.
| |
Aggregate
compensa-
tion from
the fund
($) |
Pension or
retirement
benefits
accrued as
part of fund
expenses
($) |
Aggregate
compensa-
tion from
the fund
($) |
Pension or
retirement
benefits
accrued as
part of fund
expenses
($) |
Aggregate
compensa-
tion from
the fund
($) |
Pension or
retirement
benefits
accrued as
part of fund
expenses
($) |
Aggregate
compensa-
tion from
the fund
($) |
Pension or
retirement
benefits
accrued as
part of fund
expenses
($) |
|
|
|
Trustees/
Nominees |
Putnam Managed
Municipal Income
Trust |
Putnam Master
Intermediate Income
Trust |
Putnam Municipal
Opportunities Trust |
Putnam Premier
Income Trust |
| Robert D. Agdern |
$0 |
N/A |
$0 |
N/A |
$0 |
N/A |
$0 |
N/A |
| Carol L. Colman |
$0 |
N/A |
$0 |
N/A |
$0 |
N/A |
$0 |
N/A |
| Anthony Grillo* |
$0 |
N/A |
$0 |
N/A |
$0 |
N/A |
$0 |
N/A |
| Eileen A. Kamerick |
$0 |
N/A |
$0 |
N/A |
$0 |
N/A |
$0 |
N/A |
| Nisha Kumar |
$0 |
N/A |
$0 |
N/A |
$0 |
N/A |
$0 |
N/A |
| Peter Mason* |
$0 |
N/A |
$0 |
N/A |
$0 |
N/A |
$0 |
N/A |
| Hillary A. Sale* |
$0 |
N/A |
$0 |
N/A |
$0 |
N/A |
$0 |
N/A |
| Interested Trustee |
| Jane E. Trust |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
| |
Estimated annual benefits from Franklin |
Total compensation from |
| Trustees/Nominees |
funds complex upon retirement ($) |
Franklin funds complex ($)(1) |
| Robert D. Agdern |
$0 |
$466,000 |
| Carol L. Colman |
$0 |
$371,000 |
| Anthony Grillo* |
$0 |
$32,989 |
| Eileen A. Kamerick |
$0 |
$506,000 |
| Nisha Kumar |
$0 |
$486,000 |
| Peter Mason* |
$0 |
$32,989 |
| Hillary A. Sale* |
$0 |
$32,989 |
| Interested Trustee |
| Jane E. Trust |
N/A |
N/A |
(1) The “Franklin funds complex” includes other funds
advised by Franklin Advisers or its affiliates.
* Effective November 15, 2024, Ms. Sale and Messrs. Grillo and Mason
became Directors of certain funds advised by affiliates of Franklin Advisers.
Putnam Funds Board
Each current Independent Trustee of the funds receives an annual
retainer fee and additional fees for each Trustee meeting attended and for certain related services. The current Independent Trustees
also are reimbursed for expenses they incur relating to their service as Trustees. All of the current Independent Trustees of the funds
are Trustees of all of the funds in the Putnam family of funds.
The Putnam Funds Board periodically review the fees to ensure that
they continue to be appropriate in light of their responsibilities as well as in relation to fees paid to trustees of other mutual fund
complexes. The Board Policy and Nominating Committee, which consists solely of current Independent Trustees of the funds, estimates that
committee and Trustee meeting time, together with the appropriate preparation, requires the equivalent of at least four business days
per regular Trustee meeting.
Under a retirement plan in effect for Trustees of Putnam funds
elected to the Board before 2003 (the “Plan”), each eligible Trustee who retires with at least five years of service as a
Trustee of the funds is entitled to receive an annual retirement benefit equal to one-half of the average annual attendance and retainer
fees paid to such Trustee for calendar years 2003, 2004 and 2005. This 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. A death benefit, also available
under the Plan, ensures that the Trustee and his or her beneficiaries will receive benefit payments for the lesser of an aggregate period
of (i) ten years or (ii) such Trustee’s total years of service.
The Plan Administrator (currently the Board Policy and Nominating
Committee) may terminate or amend the Plan at any time, but no termination or amendment will result in a reduction in the amount of benefits
(i) currently being paid to a Trustee at the time of such termination or amendment, or (ii) to which a current Trustee would have been
entitled had he or she retired immediately prior to such termination or amendment. The Trustees have terminated the Plan with respect
to any Trustee first elected to the Board after 2003.
The following tables include the year each current Trustee became
a Trustee of the Putnam funds, the fees paid to each of those Trustees by each fund included in this proxy statement for its most recent
fiscal year (ended prior to December 31, 2024), and the fees paid to each of those Trustees by all of the Putnam funds during calendar
year 2024.
| |
Aggregate
compensa-
tion from
the fund
($) |
Pension or
retirement
benefits
accrued as
part of fund
expenses
($) |
Aggregate
compensa-
tion from
the fund
($) |
Pension or
retirement
benefits
accrued as
part of fund
expenses
($) |
Aggregate
compensa-
tion from
the fund
($) |
Pension or
retirement
benefits
accrued as
part of fund
expenses
($) |
Aggregate
compensa-
tion from
the fund
($) |
Pension or
retirement
benefits
accrued as
part of fund
expenses
($) |
|
|
|
Trustees/
Officers |
Putnam Managed
Municipal Income
Trust |
Putnam Master
Intermediate Income
Trust |
Putnam Municipal
Opportunities Trust |
Putnam Premier
Income Trust |
| Liaquat Ahamed/2012(2) |
$1,188 |
N/A |
$668 |
N/A |
$1,509 |
N/A |
$1,477 |
N/A |
| Barbara M. Baumann/2010(2)(3) |
$1,434 |
N/A |
$763 |
N/A |
$1,630 |
N/A |
$1,687 |
N/A |
| Katinka Domotorffy/2012(2) |
$1,188 |
N/A |
$668 |
N/A |
$1,509 |
N/A |
$1,476 |
N/A |
| Catharine Bond Hill/2017(2) |
$1,145 |
N/A |
$606 |
N/A |
$1,292 |
N/A |
$1,339 |
N/A |
| Gregory G. McGreevey/2024(5) |
$534 |
N/A |
$193 |
N/A |
N/A |
N/A |
$425 |
N/A |
| Jennifer Williams Murphy/2022 |
$1,188 |
N/A |
$668 |
N/A |
$1,509 |
N/A |
$1,477 |
N/A |
| Marie Pillai/2022(2) |
$1,096 |
N/A |
$463 |
N/A |
$642 |
N/A |
$1,022 |
N/A |
| George Putnam III/1984(6) |
$1,266 |
$315 |
$712 |
$168 |
$1,607 |
$366 |
$1,574 |
$371 |
| Manoj P. Singh/2017(7) |
$1,266 |
N/A |
$712 |
N/A |
$1,581 |
N/A |
$1,574 |
N/A |
| Mona K. Sutphen/2020 |
$1,188 |
N/A |
$668 |
N/A |
$1,509 |
N/A |
$1,477 |
N/A |
| Interested Trustees |
| Robert L. Reynolds/2008(8) |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
| Jane E. Trust/2024(7) |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
| |
Estimated annual benefits from Putnam |
Total compensation from |
| Trustees/Year |
funds complex upon retirement ($)(1) |
Putnam funds complex ($)(2) |
| Liaquat Ahamed/2012(2) |
N/A |
$382,000 |
| Barbara M. Baumann/2010(2)(3) |
N/A |
$464,500 |
| Katinka Domotorffy/2012(2) |
N/A |
$382,000 |
| Catharine Bond Hill/2017(2) |
N/A |
$368,660 |
| Gregory G. McGreevey/2024(4) |
N/A |
$189,590 |
| Jennifer Williams Murphy/2022 |
N/A |
$382,000 |
| Marie Pillai/2022(2) |
N/A |
$355,320 |
| George Putnam III/1984(5) |
$130,333 |
$407,000 |
| Manoj P. Singh/2017(6) |
N/A |
$407,000 |
| Mona K. Sutphen/2020 |
N/A |
$382,000 |
| Interested Trustees |
| Robert L. Reynolds/2008(7) |
N/A |
N/A |
| Jane E. Trust/2024(7) |
N/A |
N/A |
(1) Estimated benefits for each current Trustee are based on Trustee
fee rates for calendar years 2003, 2004 and 2005.
(2) As of December 31, 2024, there were 89 mutual funds, 4 closed-end
funds, and 12 exchange-traded funds in the Putnam funds complex. Certain Trustees are also owed compensation deferred pursuant to a Trustee
Compensation Deferral Plan. As of each fund’s fiscal year ended prior to December 31, 2024, no amounts of deferred compensation
were payable, including income earned on such amounts, to these Trustees by Putnam Managed Municipal Income Trust, Putnam Master Intermediate
Income Trust, Putnam Municipal Opportunities Trust, or Putnam Premier Income Trust.
(3) Includes additional compensation to Ms. Baumann for service
as Vice Chair of the Board of Trustees through June 30, 2024 and as Chair of the Board of Trustees thereafter.
(4) Mr. McGreevey was appointed to the Board of Trustees on May
17, 2024.
(5) Includes additional compensation to Mr. Putnam for service as
Chair of the Contract Committee.
(6) Includes additional compensation to Mr. Singh for service as
Chair of the Audit, Compliance and Risk Committee.
(7) Mr. Reynolds and Ms. Trust are "interested persons"
of the funds and Franklin Advisers.
What is the voting requirement for electing Trustees?
For Putnam Managed Municipal Income Trust and Putnam Municipal
Opportunities Trust, if a quorum of preferred shares is present at the annual meeting, the two nominees for election as Trustees by the
holders of the preferred shares, voting as a separate class, who receive the greatest number of affirmative votes cast by holders of the
preferred shares will be elected Trustees. If a quorum of common and preferred shares is present, the applicable number of nominees for
election as Trustees by the holders of the preferred shares and common shares, voting together as a single class, who receive the greatest
number of affirmative votes cast by the holders of the preferred shares and common shares, voting together as a single class, will be
elected as Trustees.
For Putnam Master Intermediate Income Trust and Putnam Premier
Income Trust, if a quorum is present at the annual meeting, the applicable number of nominees for election as Trustees who receive the
greatest number of affirmative votes cast by shareholders will be elected as Trustees.
The current Trustees unanimously recommend that shareholders vote
“FOR” the election of your fund’s nominees.
Further Information About Voting and the Annual Meeting
Location. As part of our effort to maintain a safe and healthy
environment at the annual meeting, each fund and the current Trustees closely monitor statements issued by the Centers for Disease Control
and Prevention (cdc.gov). For that reason, the current Trustees reserve the right to reconsider the date, time and/or means of convening
your fund’s meeting. Subject to any restrictions imposed by applicable law, the Trustees may choose to conduct the meeting solely
by means of remote communications, or may hold a “hybrid” meeting where some participants attend in person and others attend
by means of remote communications. If the current Trustees choose to change the date, time and/or means of convening your fund’s
meeting, the fund will announce the decision to do so in advance, and details on how to participate will be issued by press release and
filed with the SEC as additional proxy material. Attendees are also encouraged to review guidance from public health authorities on this
issue.
Meeting Quorum and Methods of Tabulation. The shareholders
of each fund vote separately with respect to the proposals. For Putnam Master Intermediate Income Trust and Putnam Premier Income Trust,
the presence in person or by proxy of a majority of the shares entitled to vote constitutes a quorum for the transaction of business with
respect to any proposal at the annual meeting. For Putnam Managed Municipal Income Trust and Putnam Municipal Opportunities Trust, thirty
percent of the shares entitled to vote constitutes a quorum for the transaction of business with respect to any proposal
at the annual meeting, except that for any proposal on which the preferred
shares or common shares vote as separate classes, thirty percent of the shares of each class entitled to vote constitutes a quorum for
the transaction of business with respect to that proposal by that class.
The tellers will count the total number of votes cast “for”
approval of each proposal for purposes of determining whether sufficient affirmative votes have been cast. Shares represented by proxies
that reflect abstentions and “broker non-votes” (i.e., shares held by brokers or nominees as to which (i) instructions have
not been received from the beneficial owners or the persons entitled to vote and (ii) the broker or nominee does not have discretionary
voting authority on a particular matter) will be counted as shares that are present and entitled to vote for purposes of determining the
presence of a quorum, but do not count as votes cast for a proposal. With respect to Proposal 1a and 1b, neither abstentions nor broker
non-votes have an effect on the outcome of the proposal.
The documents that authorize Putnam Fiduciary Trust Company or
Putnam Investor Services, Inc. to act as Trustee or servicing agent for certain individual retirement accounts (including traditional,
Roth and SEP IRAs, 403(b)(7) accounts and Coverdell Education Savings Accounts) provide that if an account owner does not submit voting
instructions for his or her shares, Putnam Fiduciary Trust Company or Putnam Investor Services will vote the shares in the same proportions
as other shareholders with similar accounts have submitted voting instructions for their shares. Shareholders should be aware that this
practice, known as “echo-voting,” may have the effect of increasing the likelihood that a proposal will be acted upon (approved
or disapproved) and that Putnam Fiduciary Trust Company or Putnam Investor Services, each of which is an affiliate of Putnam Investment
Management, LLC (“Putnam Management”) may benefit indirectly from the approval or disapproval, in accordance with the Trustees’
recommendations, of the proposals.
Shareholders who object to a proposal in this Proxy Statement will
not be entitled under Massachusetts law or the Agreement and Declaration of Trust of the particular fund to demand payment for, or an
appraisal of, their shares.
The Amended and Restated Bylaws of Putnam Managed Municipal Income Trust
and Putnam Municipal Opportunities Trust each include a provision (together, the “Control Share Provision”) pursuant to which,
in summary, a shareholder who obtains beneficial ownership of fund shares in a “Control Share Acquisition” may exercise voting
rights with respect to such shares only to the extent the authorization of such voting rights is approved by other shareholders of the
fund. The Control Share Provision is primarily intended to protect the interests of the fund and its shareholders by limiting the risk
that the fund will become subject to undue influence by activist investors. As described further below, the Control Share Provision does
not eliminate voting rights for shares acquired in Control Share Acquisitions, but rather, it entrusts a fund’s other “non-interested”
shareholders with determining whether to approve the authorization of voting rights for such shares.
Subject to various conditions and exceptions, the Amended and Restated Bylaws
of Putnam Managed Municipal Income Trust and Putnam Municipal Opportunities Trust define a “Control Share Acquisition” to
include an acquisition of fund shares (other than remarketed preferred shares of a series existing as of September 18, 2020) that, but
for the Control Share Provision, would entitle the beneficial owner, upon the acquisition of such shares, to vote or direct the voting
of shares having voting power in the election of Trustees (except for elections of Trustees by preferred shareholders of the fund voting
as a separate class) within any of the following ranges: (i) one-tenth or more, but less than one-fifth of all voting power; (ii) one-fifth
or more, but less than one-third of all voting power; (iii) one-third or more, but less than a majority of all voting power; or (iv) a
majority or more of all voting power.
Shares acquired before September 18, 2020 are excluded from the
definition of Control Share Acquisition, though such shares are included in assessing whether any subsequent share acquisition exceeds
one of the enumerated thresholds. Subject to various conditions and procedural requirements set forth in the Amended and Restated Bylaws
of Putnam Managed Municipal Income Trust and Putnam Municipal Opportunities Trust, including the delivery of a “Control Share Acquisition
Statement” to the fund’s Clerk setting forth certain required information, a shareholder who obtains beneficial ownership
of shares in a Control Share Acquisition generally may request a vote of fund shareholders (excluding such acquiring shareholder and certain
other interested shareholders) to approve the authorization of voting rights for such shares at the next annual meeting of fund shareholders,
notice of which has not been given before the fund has received the Control Share Acquisition Statement.
On February 23, 2023, the Trustees of Putnam Managed Municipal
Income Trust and Putnam Municipal Opportunities Trust each determined to exempt all prior, and, until further notice, new purchases of
the funds’ shares that might otherwise be deemed Control Share Acquisitions under the Control Share Provision. Thus, the Control
Share Provision currently has no effect, and will not affect voting at the annual meeting in any way.
Special Rule for Proportional Voting for Putnam Managed Municipal
Income Trust and Putnam Municipal Opportunities Trust. For funds listed on the New York Stock Exchange that have outstanding
preferred shares, in accordance with the rules of the exchange, brokerage firms may vote for or against a proposal, on behalf of their
clients who beneficially own the remarketed or auction rate preferred shares and from whom they have not received voting instructions,
in the same proportion as votes for and against the proposal that have been received from other holders of preferred shares if (i) a minimum
of 30% of the outstanding preferred shares have been voted by the holders of preferred shares, (ii) less than 10% of the outstanding preferred
shares have voted against the proposal, and (iii) for any proposal on which common and preferred shares vote together as a single class,
the holders of the common shares have approved the proposal.
Other business. The current Trustees know of no matters
other than those described in this proxy statement to be brought before the annual meeting. If, however, any other matters properly come
before the annual meeting, proxies will be voted on these matters in accordance with the judgment of the persons named in the enclosed
proxy card(s).
Simultaneous meetings. The annual meeting of shareholders
of your fund is called to be held at the same time as the meetings of shareholders of the other Putnam closed-end funds. It is anticipated
that all annual meetings will be held simultaneously. However, if any shareholder at the annual meeting objects to the holding of a simultaneous
meeting and moves for an adjournment of the meeting to a time promptly after the simultaneous meetings, the persons named as proxies will
vote in favor of adjournment.
Solicitation of proxies. In addition to soliciting
proxies by mail, the current Trustees of your fund and employees of Franklin Advisers and Putnam Investor Services, as well as their agents,
may solicit proxies in person or by telephone. Your fund may arrange to have a proxy solicitation firm call you to record your voting
instructions by telephone. The procedures for voting proxies by telephone are designed to authenticate shareholders’ identities,
to allow them to authorize the voting of their shares in accordance with their instructions, and to confirm that their instructions have
been properly recorded. Shareholders would be called at the phone number Franklin Advisers or Putnam Investor Services has in its records
for their accounts (or that Franklin Advisers or Putnam Investor Services obtains from agents acting on behalf of financial intermediaries,
in the case of shares held in street name through a bank, broker or other financial intermediary) and would be given an opportunity to
authenticate their identities and to authorize the proxies to vote their shares at the annual meeting in accordance with their instructions.
To ensure that shareholders’ instructions have been recorded correctly, they will also
receive a confirmation of their instructions in the mail. A special toll-free
number will be available in case the information contained in the confirmation is incorrect. Your fund has been advised by counsel that
these procedures are consistent with the requirements of applicable law. If these procedures were subject to a successful legal challenge,
such votes would not be counted at the annual meeting. Your fund is unaware of any such challenge at this time.
Shareholders have the opportunity to submit their voting instructions
over the internet by using a program provided by a third-party vendor selected by Franklin Advisers or by automated telephone service.
To vote online using the internet, please access the internet address listed on the proxy card and follow the instructions on the internet
site. To record your voting instructions using the automated telephone service, use the toll-free number listed on your proxy card. The
internet and telephone voting procedures are designed to authenticate shareholder identities, to allow shareholders to give their voting
instructions, and to confirm that shareholders’ instructions have been recorded properly.
Your fund’s Trustees have adopted a general policy of maintaining
confidentiality in the voting of proxies. Consistent with this policy, your fund may solicit proxies from shareholders who have not voted
their shares or who have abstained from voting, including brokers and nominees.
Expense of the solicitation. For managing the funds’
overall proxy campaign, EQ Fund Solutions (“EQ”) will receive a proxy management fee plus reimbursement for out-of-pocket
expenses. EQ will also receive fees in connection with assembling, mailing and transmitting the notice of meeting, proxy statement and
related materials on behalf of the funds, tabulating those votes that are received, and any solicitation of additional votes. While the
fees received by EQ will vary based on the level of additional solicitation necessary to achieve quorum and shareholder approval of the
Trustees’ recommendations, the project management fees paid to EQ are estimated to be approximately $1,466 for Putnam Managed Municipal
Income Trust, $1,466 for Putnam Master Intermediate Income Trust, $1,466 for Putnam Municipal Opportunities Trust, and $1,466 for Putnam
Premier Income Trust (approximately $5,864 in the aggregate for all funds). In addition, banks, brokers or other financial intermediaries
holding shares as nominees will be reimbursed, upon request, for their reasonable expenses in sending solicitation materials to the principals
of the accounts and tabulating those instructions that are received. After reimbursement of these expenses, it is estimated that Putnam
Managed Municipal Income Trust, Putnam Master Intermediate Income Trust, Putnam Municipal Opportunities Trust, and Putnam Premier Income
Trust will incur total costs of approximately $20,131, $19,972, $20,791, and $35,056, respectively, in connection with the proxy campaign
(approximately $95,950) in the aggregate for all funds). Other costs associated with the proxy campaign include the expenses of the preparation
and printing of proxy materials, and postage, which are estimated to be approximately $17,448. Each fund is bearing all of its proxy
campaign costs.
Revocation of proxies. Giving your proxy, whether by
returning the proxy card or providing voting instructions over the internet or by telephone, does not affect your right to attend the
annual meeting and vote. Proxies, including proxies given by telephone or over the internet, may be revoked at any time before they are
voted, either (i) by a written revocation received by the Clerk of your fund, (ii) by properly executing and submitting a later-dated
proxy, (iii) by recording later-dated voting instructions by telephone or via the internet, or (iv) by attending the annual meeting and
voting in person. If your shares are held in street name through a bank, broker or other financial intermediary, please check your voting
instruction form or contact your bank, broker or other financial intermediary for instructions on how to change or revoke your vote.
Dates for receipt of shareholders’ proposals for subsequent
meetings of shareholders. It is currently anticipated that your fund’s next annual meeting of shareholders will be held
on April 24, 2026, although the Trustees of your fund reserve the right to set an earlier or later date for the annual meeting for the
next fiscal year. Shareholder proposals that are intended to be included in the proxy
statement for that meeting and presented at the 2026 annual meeting must
have been received by your fund on or before November 25, 2025. In order for a shareholder proposal to be included in the proxy statement,
both the submitting shareholder and the proposal itself must satisfy the requirements set forth in Rule 14a-8 under the Securities Exchange
Act of 1934. The fund may exclude from the proxy materials and consideration at a meeting certain proposals as permitted by Securities
and Exchange Commission rules and state law. Shareholders who wish to make a proposal at the 2026 annual meeting without including the
proposal in the fund’s proxy statement must ensure that the proposal was received by your fund in good order and in compliance with
all applicable legal requirements, including the requirements set forth in your fund’s Amended and Restated Bylaws, between January
24, 2026 and February 23, 2026. You may obtain a copy of your fund’s Amended and Restated Bylaws by submitting a request in writing
to The Putnam Funds, 100 Federal Street, Boston, Massachusetts 02110.
Postponement and Adjournment. To the extent permitted
by each fund’s Declaration of Trust and Amended and Restated Bylaws, any meeting of shareholders may be postponed or cancelled by
the Trustees upon public notice before the time scheduled for the meeting.
In addition to any ability that the persons named as proxies may
have to propose and/or vote on an adjournment of any meeting of shareholders as described below, to the extent permitted by each fund’s
Declaration of Trust and Amended and Restated Bylaws, any meeting of shareholders may, by action of the chair of the meeting, be adjourned
from time to time without notice (other than announcement at the meeting at which the adjournment is taken) with respect to one or more
matters to be considered at the meeting to a designated date (which may be more than 120 days after the date initially set for the meeting),
time and place, whether or not a quorum is present with respect to the matter. Upon motion of the chair of the meeting, the question of
adjournment may (but need not) be submitted to a vote of the shareholders, and in that case, any adjournment with respect to one or more
matters must be approved by the vote of holders of a majority of the shares present and entitled to vote with respect to the matter or
matters to be adjourned and, if approved, such adjournment shall take place without further notice (other than announcement at the meeting
at which the adjournment is taken). If the quorum required for the meeting has not been met, the persons named as proxies may propose
adjournment of the meeting and vote all shares that they are entitled to vote in favor of such adjournment. If the quorum required for
the meeting has been met, but sufficient votes in accordance with the Trustees’ recommendations are not received by the time scheduled
for the meeting, the persons named as proxies may also propose adjournment of the meeting with respect to any or all proposals in order
to permit solicitation of additional proxies. The persons named as proxies will vote in favor of adjournment those proxies that they are
entitled to vote in accordance with the Trustees’ recommendation. They will vote against adjournment those proxies required to be
voted contrary to the Trustees’ recommendation. Unless a proxy is otherwise limited in this regard, any shares present and entitled
to vote at a meeting that are represented by broker non-votes, may, at the discretion of the proxies named therein, be voted in favor
of such an adjournment. Adjournments may be proposed for a reasonable period or periods to permit further solicitation of proxies or for
any other reason. The funds will bear the costs of any additional solicitation and of any adjourned session. Any proposal for which sufficient
votes consistent with the Trustees’ recommendation have been received may be acted upon and considered final regardless of whether
the meeting is adjourned to permit additional solicitation with respect to any other proposal that may properly come before the meeting.
The record date initially set for a meeting will continue to apply
to any adjourned or postponed session of that meeting, unless the Trustees fix a new record date for the meeting. If a new record date
is fixed for a meeting, any proxy received by a fund from a shareholder who was a shareholder of record on both the record date originally
set for the meeting and the new record date for the meeting will remain in full force and effect unless explicitly revoked by the shareholder.
Duplicate mailings. As permitted by SEC rules, the
funds’ practice is to send a single copy of the proxy statement to shareholders who share the same last name and address, unless
a shareholder previously has requested otherwise. Separate proxy cards will be included with the proxy statement for each account registered
at that address. If you would prefer to receive your own copy of the proxy statement, please contact EQ Fund Solutions by phone at 1-800-967-5051
or contact Putnam Investor Services by mail at P.O. Box 219697, Kansas City, MO 64121-9697.
Financial information. Your fund’s Clerk will furnish
to you, upon request and without charge, a copy of the fund’s annual report for its most recent fiscal year, and a copy of its semiannual
report for any subsequent semiannual period. You may direct these requests to Putnam Investor Services, P.O. Box 219697, Kansas City,
MO 64121-9697 or by phone at 1-800-225-1581. You may also access copies of these reports by visiting www.franklintempleton.com.
Fund Information
Franklin Advisers, Inc. Franklin Advisers is the funds’
investment adviser and is an indirect, wholly-owned subsidiary of Franklin Resources, Inc. Franklin Resources, Inc., whose principal executive
offices are at One Franklin Parkway, San Mateo, California 94403, is a global investment management organization operating as Franklin
Templeton. The address of Franklin Advisers is also One Franklin Parkway, San Mateo, California 94403.
Franklin Templeton Investment Management Limited. Franklin
Templeton Investment Management Limited (“FTIML”) is a registered investment adviser that has been retained by Franklin Advisers
as investment sub-adviser or sub-manager with respect to a portion of the assets of the funds, and is an indirect, wholly-owned subsidiary
of Franklin Resources, Inc. The address of FTIML is 78 Cannon Street, London, England, EC4N 6HL.
Franklin Templeton Services, LLC. Franklin Templeton Services,
LLC (“FT Services”) has been retained by Franklin Advisers to provide certain administrative and other services, and is an
indirect, wholly-owned subsidiary of Franklin Templeton. The address of FT Services is One Franklin Parkway, San Mateo, California 94403.
The funds do not have a distributor or principal underwriter.
Limitation of Trustee liability. Your fund’s
Declaration of Trust provides that the fund will indemnify its Trustees and officers against liabilities and expenses incurred in connection
with litigation in which they may be involved because of their offices with the fund, except if it is determined in the manner specified
in the Declaration of Trust that they have not acted in good faith, have not acted in the reasonable belief that their actions were in
the best interests of the fund or at least were not opposed to the best interests of the fund, or had reasonable cause to believe their
actions were unlawful in the case of a criminal proceeding, or that such indemnification would relieve any officer or Trustee of any liability
to the fund or its shareholders arising by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of his or
her duties. Your fund, at its expense, provides liability insurance for the benefit of its Trustees and officers.
Auditor. The current Trustees have selected PricewaterhouseCoopers
LLP, 101 Seaport Boulevard, Boston, Massachusetts 02210 as the auditor for each fund’s current fiscal year. The firm was selected
primarily on the basis of its expertise as an auditor of investment companies, the quality of its audit services and the competitiveness
of its fees. Representatives of PricewaterhouseCoopers LLP are expected to be available or present at the annual meeting and to have the
opportunity to make a statement and respond to appropriate questions.
The following table presents fees billed to each indicated fund
in each of its last two fiscal years by the fund’s auditor:
Putnam Managed Municipal Income Trust
| |
|
|
|
|
| Fiscal Year Ended |
Audit Fees |
Audit-Related Fees |
Tax Fees |
All Other Fees |
| October 31, 2024 |
$72,749 |
$0 |
$9,166 |
$0 |
| October 31, 2023 |
$76,739 |
$0 |
$9,166 |
$0 |
Putnam Master Intermediate Income Trust
| |
|
|
|
|
| Fiscal Year Ended |
Audit Fees |
Audit-Related Fees |
Tax Fees |
All Other Fees |
| September 30, 2024 |
$170,849 |
$0 |
$13,696 |
$0 |
| September 30, 2023 |
$177,492 |
$0 |
$15,196 |
$0 |
Putnam Municipal Opportunities Trust
| |
| Fiscal Year Ended |
Audit Fees |
Audit-Related Fees |
Tax Fees |
All Other Fees |
| April 30, 2024 |
$67,210 |
$0 |
$9,600 |
$0 |
| April 30, 2023 |
$67,321 |
$0 |
$9,987 |
$0 |
Putnam Premier Income Trust
| |
|
|
|
|
| Fiscal Year Ended |
Audit Fees |
Audit-Related Fees |
Tax Fees |
All Other Fees |
| July 31, 2024 |
$166,945 |
$0 |
$14,281 |
$0 |
| July 31, 2023 |
$194,526 |
$0 |
$14,281 |
$0 |
Audit Fees represent fees billed for a 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
a 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 a 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.
The following tables present the amounts the fund’s auditor
billed for aggregate non-audit fees to each fund, Putnam Management, as the fund’s investment manager prior to July 15, 2024, Franklin
Advisers, as the fund’s investment manager for the period on and after July 15, 2024, and any entity controlling,
controlled by or under common control with Putnam Management or Franklin
Advisers that provides ongoing services to the fund in each of the fund’s last two fiscal years:
| |
|
| Putnam Managed Municipal Income Trust |
Oct. 31, 2024: $881,202 |
Oct. 31, 2023: $229,798 |
| Putnam Municipal Opportunities Trust |
April 30, 2024: $673,963 |
April 30, 2023: $251,998 |
| Putnam Master Intermediate Income Trust |
Sept. 30, 2024: $974,493 |
Sept. 30, 2023: $235,828 |
| Putnam Premier Income Trust |
July 31, 2024: $1,045,078 |
July 31, 2023: $256,024 |
| |
|
|
|
Pre-Approval Policies of the Audit, Compliance and Risk Committee
of the Putnam Funds Board. The Audit, Compliance and Risk Committee of the Putnam Funds Board has determined that, as a matter
of policy, all work performed for the funds by the funds’ auditors will be pre-approved by the Committee itself and thus will generally
not be subject to pre-approval procedures.
The Committee also has adopted a policy to pre-approve the engagement
by Franklin Advisers and certain affiliated companies of the funds’ auditors, even in circumstances where pre-approval is not required
by applicable law. Any such requests by Franklin Advisers or 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 the work should be performed by that particular
audit firm as opposed to another one. In reviewing these requests, the Committee considers, among other things, whether the provision
of such services by the audit firm is compatible with the independence of the audit firm.
Since the beginning of the two most recently completed fiscal years
of each fund, all work performed by the auditors for the funds, Putnam Management, the investment manager to the funds prior to July 15,
2024, Franklin Advisers, the investment manager to the funds on and after July 15, 2024, and any entity controlling, controlled by or
under common control with Putnam Management or Franklin Advisers that provides ongoing services to the funds was approved in advance by
the Committee or a member of the Committee pursuant to the pre-approval policies discussed above.
The following table presents fees billed to each indicated fund
in each of its last two fiscal years by the fund’s auditor for services required to be approved pursuant to paragraph (c)(7)(ii)
of Rule 2-01 of Regulation S-X:
| Putnam Managed Municipal Income Trust |
Fiscal year ended 2024: $872,036 |
Fiscal year ended 2023: $226,632 |
| Putnam Municipal Opportunities Trust |
Fiscal year ended 2024: $664,363 |
Fiscal year ended 2023: $242,011 |
| Putnam Master Intermediate Income Trust |
Fiscal year ended 2024: $960,797 |
Fiscal year ended 2023: $220,632 |
| Putnam Premier Income Trust |
Fiscal year ended 2024: $1,030,797 |
Fiscal year ended 2023: $241,743 |
The Audit, Compliance and Risk Committee of the funds has submitted
the following report:
The Audit, Compliance and Risk Committee has reviewed and discussed
with management of the funds the audited financial statements of each fund for the last fiscal year. The Audit, Compliance and Risk Committee
has discussed with each fund’s independent auditor the matters required to be discussed by Statements on Auditing Standard No. 61
(SAS No. 61), as amended, supplemented or superseded from time to time. The Audit, Compliance and Risk Committee has received the written
disclosures and the letter from each fund’s independent auditor required
by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditor’s communications
with the Audit, Compliance and Risk Committee concerning independence and has discussed with the independent auditor its independence.
Based on the foregoing review and discussions, the Audit, Compliance and Risk Committee recommended to the Trustees that each fund’s
audited financial statements for the last fiscal year be included in each fund’s annual report to shareholders.
Manoj P. Singh (Chairperson)
Catharine Bond Hill
Gregory G. McGreevey
Marie Pillai
Section 16(a) Reports. Section 16(a) of the Exchange Act
and Section 30(h) of the 1940 Act, and the rules thereunder, require each fund’s officers and Trustees, officers and directors of
the investment adviser, affiliated persons of the investment adviser, and persons who beneficially own more than 10% of a registered class
of a fund’s shares, to file reports of ownership and changes in ownership with the SEC and the NYSE. Based solely on a review of
the reports filed with the SEC and upon representations that no additional Section 16(a) forms were required to be filed, each of Putnam
Premier Income Trust, Putnam Master Intermediate Income Trust, and Putnam Managed Municipal Income Trust believes that (during its most
recently completed fiscal year), and Putnam Municipal Opportunities Trust believes that (during its current fiscal year), all Section
16(a) filing requirements applicable to each fund’s officers, current Trustees and greater than 10% beneficial owners were complied
with.
Officers and other information. All of the officers
of your fund are employees of Franklin Advisers or its affiliates or serve on the staff of the Office of the Trustees. Because of his
positions with Franklin Advisers or its affiliates, Mr. Reynolds, as well as the other affiliated officers of your fund, will benefit
indirectly from the management fees and investor servicing fees paid or allowed by your fund. In addition to Mr. Reynolds, the other officers
of your fund are as follows:
| Name, Address1, Year of Birth, Position(s) Held with Fund |
Length of Service with the Putnam Funds2
|
Principal Occupation(s) During Past 5 Years and Position(s) with Fund’s Investment Adviser and Distributor3 |
| Jonathan S. Horwitz4 (Born 1955) Executive Vice President, Principal Executive Officer, and Compliance Liaison |
Since 2004 |
Executive Vice President, Principal Executive Officer, and Compliance Liaison, The Putnam Funds. |
|
Stephen J. Tate (Born 1974)
Vice President and Chief Legal Officer |
Since 2021 |
General Counsel, Putnam U.S. Holdings I, LLC (“Putnam Holdings”),
Putnam Management and Putnam Retail Management (2021 – Present).
Deputy General Counsel and related positions, Putnam Investments, Putnam
Management and Putnam Retail Management (2004-2021). |
|
James F. Clark3 (Born 1974)
Vice President and Chief Compliance Officer |
Since 2016 |
Chief Compliance Officer, Putnam Holdings and Putnam Management (2016 –
Present).
Associate General Counsel, Putnam Investments, Putnam Management and Putnam
Retail Management (2003-2015). |
|
Michael J. Higgins4 (Born 1976)
Vice President, Treasurer, and Clerk |
Since 2010 |
Vice President, Treasurer, and Clerk, The Putnam Funds. |
|
Kevin R. Blatchford (Born 1967)
Vice President and Assistant Treasurer |
Since 2024 |
Director, Financial Reporting, Putnam Holdings |
|
Graham Cole (Born 1984)
Vice President and Assistant Treasurer |
Since 2024 |
Director, Global Fund Tax, Franklin Templeton. |
| Name, Address1, Year of Birth, Position(s) Held with Fund |
Length of Service with the Putnam Funds2
|
Principal Occupation(s) During Past 5 Years and Position(s) with Fund’s Investment Adviser and Distributor3 |
|
Lindsey Hicks (Born 1979)
Vice President and Assistant Treasurer |
Since 2024 |
Controller, Fund Administration and Oversight, Franklin Templeton. |
|
Monica Krogh (Born 1981)
Vice President and Assistant Treasurer |
Since 2024 |
Assistant Treasurer, Fund Administration and Oversight, Franklin Templeton |
|
Ryan Wheeler (Born 1985)
Vice President and Assistant Treasurer |
Since 2024 |
Director, Fund Administration and Reporting, Franklin Templeton. Previously, Director, PricewaterhouseCoopers LLP. |
|
Kelley Hunt (Born 1984)
AML Compliance Officer |
Since 2024 |
Manager, U.S. Financial Crime Compliance, Franklin Templeton |
|
Jeffrey White (Born 1971)
Vice President, Principal Financial Officer, Principal Accounting Officer,
and Assistant Treasurer |
Since 2024 |
Vice President, Fund Administrative and Reporting, Franklin Templeton. |
|
Denere P. Poulack4 (Born 1968)
Assistant Vice President, Assistant Clerk, and Assistant Treasurer |
Since 2004 |
Assistant Vice President, Assistant Clerk, and Assistant Treasurer, The Putnam Funds. |
1
The address of each officer, other than as noted below, is 100 Federal Street, Boston, MA 02110. Mr.
Cole’s address is 5000 Yonge St, Toronto, ON, Canada M2N0A7. Ms. Hicks’ address is 3355 Data Drive, Rancho Cordova, CA 95670.
Ms. Krogh and Mr. Wheeler’s address is 300 S.E. 2nd Street, Ft. Lauderdale, FL 33301. Ms.
Hunt’s address is 100 Fountain Parkway, St. Petersburg, FL 33716. Mr. White’s address is One Franklin Way, San Mateo, CA 94403.
2 Each officer serves an indefinite term, until his or her resignation,
retirement, death, or removal.
3 Prior positions and/or officer appointments with the fund or
the fund’s investment adviser have been omitted.
4 Officers of the fund who are members of the Trustees’
independent administrative staff. Compensation for these individuals is fixed by the Trustees and reimbursed to Franklin Advisers by the
funds.
Net assets of your fund as of December 31, 2024
| |
|
| Putnam Managed Municipal Income Trust |
$297,741,485.04* |
| Putnam Master Intermediate Income Trust |
$164,136,430.64 |
| Putnam Municipal Opportunities Trust |
$329,814,918.36 |
| Putnam Premier Income Trust |
$360,158,654.72 |
* Excludes the amount of aggregate liquidation preference of outstanding
preferred shares of the fund.
Shares outstanding of your fund as of February 6, 2025
| |
| |
Putnam
Managed
Municipal
Income
Trust |
Putnam
Master
Intermediate
Income
Trust |
Putnam
Municipal
Opportunities
Trust |
Putnam
Premier
Income
Trust |
| |
| |
| Common |
43,544,051.519 |
48,184,340.693 |
28,560,710.648 |
95,567,536.775 |
| Series A Preferred |
240 |
— |
— |
— |
| Series B Preferred |
— |
— |
2,876 |
— |
| Series C Preferred |
1,507 |
— |
2,673 |
— |
5% Beneficial Ownership. As of March 1, 2025, to the
knowledge of the funds, no person owned beneficially or of record 5% or more of any class of shares of any fund, except as noted as follows:
| |
| |
|
Percentage |
| Fund Shareholder Name and Address |
Holdings |
Owned |
| Putnam Managed Municipal Income Trust (common shares) |
|
|
| CEDE & Company* |
|
|
| 20 Bowling Green |
|
|
| New York, NY 10004-1408 |
42,024,967.000 |
96.41% |
| Putnam Managed Municipal Income Trust (preferred shares) |
|
|
| Bank of America Corporation |
|
|
| Bank of America, N.A. |
|
|
| Bank of America Corporate Center |
|
|
| 100 N. Tryon Street |
|
|
| Charlotte, NC, 28255 |
1,607 |
92.00% |
| Putnam Master Intermediate Income Trust |
|
|
| CEDE & Company* |
|
|
| 20 Bowling Green |
|
|
| New York, NY 10004-1408 |
46,113,759.000 |
95.70% |
| Sit
Investment Associates, Inc.** |
|
|
| Sit Fixed Income Advisors II, LLC |
|
|
| 3300 IDS Center |
|
|
| 80 South Eighth Street |
|
|
| Minneapolis, MN 55402 |
22,638,860 |
46.98% |
| Putnam Municipal Opportunities Trust (common shares) |
|
|
| CEDE & Company* |
|
|
| 20 Bowling Green |
|
|
| New York, NY 10004-1408 |
27,807,500.000 |
97.27% |
| Putnam Municipal Opportunities Trust (preferred shares) |
|
|
| Bank of America Corporation |
|
|
| Bank of America Corporate Center |
|
|
| 100 N. Tryon Street |
|
|
| Charlotte, NC, 28255 |
5,225 |
94.20% |
| Putnam Premier Income Trust |
|
|
| CEDE & Company* |
|
|
| 20 Bowling Green |
|
|
| New York, NY 10004-1408 |
90,194,713.000 |
94.38% |
| Sit
Investment Associates, Inc.** |
|
|
| Sit Fixed Income Advisors II, LLC |
|
|
| 3300 IDS Center |
|
|
| 80 South Eighth Street |
|
|
| Minneapolis, MN 55402 |
21,695,065 |
23.00% |
| |
|
|
| First Trust Portfolios L.P.# |
|
|
| First Trust Advisors L.P. |
|
|
| The Charger Corporation |
|
|
| 120 East Liberty Drive, Suite 400 |
|
|
| Wheaton, Illinois 60187 |
8,565,584 |
8.74% |
• Believed to hold shares only as nominee.
** Sit Investment Associates, Inc. and Sit Fixed Income Advisors II, LLC
reported beneficial ownership as of August 30, 2024 (with respect to Putnam Master Intermediate Income Trust) and as of January 7, 2025
(with respect to Putnam Premier Income Trust) in 13D/A filings with the Securities and Exchange Commission. Some or all of their positions
may be reflected in Cede & Company’s positions in the funds.
# First Trust Portfolios, L.P., First Trust Advisors L.P., and
The Charger Corporation reported shared beneficial share ownership as of December 31, 2023 in a 13G/A filing with the Securities and Exchange
Commission. Some or all of their positions may be reflected in Cede & Company’s positions in the funds.
Putnam Investments
100 Federal Street
Boston, MA 02110
1-800-225-1581
Address correspondence to:
Putnam Investor Services
P.O. Box 219697
Kansas City, MO 64121-9697
APPENDIX A – PUTNAM FUNDS BOARD GOVERNANCE
STRUCTURE
The following is a description of the Putnam Funds Board leadership structure
and current Board Committee assignments.
Board Leadership Structure. Currently, all but two
of your fund’s Trustees are Independent Trustees, meaning that they are not considered “interested persons” of your
fund or Franklin Advisers. These Independent Trustees must vote separately to approve all financial arrangements and other agreements
with your fund’s investment manager and other affiliated parties. The role of the Independent Trustees has been characterized as
that of a “watchdog” charged with oversight to protect shareholders’ interests against overreaching and abuse by those
who are in a position to control or influence a fund. Your fund’s current Independent Trustees meet regularly as a group in executive
session (i.e., without representatives of Franklin Advisers or its affiliates present). An Independent Trustee currently serves as chair
of the Board.
Board Committees. Taking into account the number, the
diversity, and the complexity of the funds overseen by the Board and the aggregate amount of assets under management, your fund’s
current Trustees have determined that the efficient conduct of the Board’s affairs makes it desirable to delegate responsibility
for certain specific matters to committees of the Board. The Executive Committee, Audit, Compliance and Risk Committee, and Board Policy
and Nominating Committee are authorized to take action on certain matters as specified in their charters or in policies and procedures
relating to the governance of the funds; with respect to other matters, these committees review and evaluate and make recommendations
to the Trustees as they deem appropriate. The other committees also review and evaluate matters specified in their charters and make recommendations
to the Trustees as they deem appropriate. Each committee may utilize the resources of your fund’s independent staff, independent
counsel and independent registered public accountants as well as other experts. The committees meet as often as appropriate, either in
conjunction with regular meetings of the Trustees or otherwise. The membership and chair of each committee are appointed by the Trustees
upon recommendation of the Board Policy and Nominating Committee. Each committee is chaired by an Independent Trustee and, except as noted
below, the membership and chairs of each committee consist exclusively of Independent Trustees.
The Trustees have determined that this committee structure also
allows the Board to focus more effectively on the oversight of risk as part of its broader oversight of the funds’ affairs. While
risk management is the primary responsibility of the funds’ investment manager, the Trustees receive reports and presentations regarding
investment risks, compliance risks and other risks. The Board and certain committees also meet periodically with the funds’ and
Franklin Advisers’ Chief Compliance Officer to receive compliance reports. In addition, the Board and its Investment Oversight Committees
meet periodically with the portfolio managers of the funds to receive reports regarding the management of the funds. The Board’s
committee structure allows separate committees to focus on different aspects of these risks and their potential impact on some or all
of the funds and to discuss with the funds’ investment manager how it monitors and controls risks.
The Board recognizes that the reports it receives concerning risk
management matters are, by their nature, typically summaries of the relevant information. Moreover, the Board recognizes that not all
risks that may affect your fund can be identified in advance; that it may not be practical or cost-effective to eliminate or to mitigate
certain risks; that it may be necessary to bear certain risks (such as investment-related risks) in seeking to achieve your fund’s
investment objectives; and that the processes, procedures and controls employed to address certain risks may be limited in their effectiveness.
As a result of the foregoing and for other reasons, the Board’s risk management oversight is subject to substantial limitations.
Audit, Compliance and Risk Committee. The Audit, Compliance
and Risk Committee provides oversight on matters relating to the integrity of the Putnam funds’ financial statements, compliance
with legal and regulatory requirements, Codes of Ethics issues, and certain aspects of overseeing Franklin Advisers’ risk assessment
and risk management. This oversight is discharged by regularly meeting with management, the funds’ independent registered public
accountants, and the fund’s and Franklin Advisers’ Chief Compliance Officer, and remaining current with respect to industry
developments. Duties of this Committee also include the review and evaluation of all matters and relationships pertaining to the funds’
independent registered public accountants, including their independence. The Committee also oversees all dividends and distributions by
the funds by making recommendations to the Trustees regarding the amount and timing of distributions paid by the funds, and determining
such matters when the Trustees are not in session. The Committee also oversees the policies and procedures pursuant to which Franklin
Advisers prepares recommendations for dividends and distributions, and meets regularly with representatives of Franklin Advisers to review
the implementation of these policies and procedures. The Committee reports to the Trustees and makes recommendations to the Trustees regarding
these matters. Information about the fees billed to the fund by the funds’ registered public accountant, as well as information
about the Committee’s pre-approval policies relating to the work performed by the funds’ registered public accountant, is
included beginning on page 36 of this proxy statement. Each member of the Committee is an Independent Trustee. Each member of the Committee
also is “independent,” as that term is interpreted for purposes of Rule 10A-3(b)(1) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), and the listing standards of the New York Stock Exchange. The Board has adopted a written
charter for the Committee, a current copy of which is available at https://www.putnam.com/about-putnam/board-of-trustees/ at the bottom of that page. The Committee
currently consists of Messrs. Singh (Chair) and McGreevey and Mses. Pillai and Sutphen. Mr. Singh, Dr. Hill, and Ms. Murphy have each
been designated an “audit committee financial expert” within the meaning of applicable SEC rules.
Board Policy and Nominating Committee. The Board Policy
and Nominating Committee reviews matters pertaining to the operations of the Board and its committees, the compensation of the Trustees,
and the conduct of legal affairs for the Putnam funds. The Committee also oversees Franklin Advisers’ voting of proxies associated
with portfolio investments of the Putnam funds, with the goal of ensuring that these proxies are voted in the best interest of each fund’s
shareholders. The Committee reports to the Trustees and makes recommendations to the Trustees regarding these matters.
The Committee evaluates and recommends all candidates for election
as Trustees and recommends the appointment of members and chairs of each Board committee. The Committee also identifies prospective nominees
for election as Trustee by considering individuals that come to its attention through the recommendation of current Trustees, Franklin
Advisers or shareholders. Candidates properly submitted by shareholders will be considered and evaluated on the same basis as candidates
recommended by other sources. The Committee will consider nominees for Trustee recommended by shareholders of a fund provided that the
recommendations are submitted by the date disclosed in the fund’s proxy statement and otherwise comply with the fund’s by-laws
and applicable securities laws, including Rule 14a-8 under the Exchange Act. The Committee may, but is not required to, engage a third-party
professional search firm to assist it in identifying and evaluating potential nominees.
When evaluating a potential candidate for membership on the Board,
the Committee considers the skills and characteristics that it determines would most benefit the Putnam funds at the time the evaluation
is made. The Committee may take into account a wide variety of attributes in considering potential Trustee candidates, including, but
not limited to: (i) availability and commitment of a candidate to attend meetings and perform his or her responsibilities to the Board,
(ii) other board experience, (iii) relevant industry and related experience, (iv) educational background, (v) financial expertise, (vi)
an assessment of the candidate’s ability, judgment and expertise, (vii) an assessment of the perceived needs of the Board and its
committees at that point in time, and (viii) overall Board composition. The
Committee generally believes that the Board benefits from diversity of background,
experience, and views among its members, and considers this as a factor in evaluating the composition of the Board, but has not adopted
any specific policy in this regard. In connection with this evaluation, the Committee will determine whether to interview prospective
nominees, and, if warranted, one or more members of the Committee, and other Trustees and representatives of the funds, as appropriate,
will interview prospective nominees. Once this evaluation is completed, the Committee recommends such candidates as it determines appropriate
to the Independent Trustees for nomination, and the Independent Trustees select the nominees after considering the recommendation of the
Committee. The Board has adopted a written charter for the Committee, a current copy of which is available at https://www.putnam.com/about-putnam/board-of-trustees/
at the bottom of that page. The Committee is composed entirely of Independent Trustees and currently consists of Dr. Hill (Chair), Mses.
Baumann and Sutphen and Mr. Putnam.
Brokerage Committee. The Brokerage Committee reviews
the Putnam funds’ policies regarding the execution of portfolio trades and Franklin Advisers’ (and its affiliates’)
practices and procedures relating to the implementation of those policies. The Committee reviews periodic reports on the cost and quality
of execution of portfolio transactions and the extent to which brokerage commissions have been used (i) by Franklin Advisers (or its affiliates)
to obtain brokerage and research services generally useful to it (or its affiliates) in managing the portfolios of the funds and of its
other clients, and (ii) by the funds to pay for certain fund expenses. The Committee reports to the Trustees and makes recommendations
to the Trustees regarding these matters. The Committee currently consists of Messrs. Ahamed (Chair), Putnam and Reynolds, and Mses. Baumann
and Domotorffy, and Dr. Hill.
Contract Committee. The Contract Committee reviews
and evaluates arrangements pertaining to (i) the engagement of Franklin Advisers and its affiliates to provide services to the Putnam
funds, (ii) the expenditure of the open-end funds’ assets for distribution purposes pursuant to Distribution Plans of the open-end
Putnam funds, and (iii) the engagement of other persons to provide certain material services to the funds, including in particular those
instances where the cost of services is shared between the funds and Franklin Advisers and its affiliates or where Franklin Advisers or
its affiliates have a material interest. The Committee also reviews certain matters relating to closed-end funds. In addition, the Committee
also reviews communications with, and the quality of services provided to, shareholders and oversees the marketing and sale of fund shares
by Putnam Retail Management. The Committee reports and makes recommendations to the Trustees regarding these matters. The Committee currently
consists of Messrs. Putnam (Chair) and Ahamed, Mses. Baumann and Domotorffy, and Dr. Hill.
Exchange-Traded Fund Committee. The Exchange-Traded Fund
Committee is responsible for assisting the Trustees in their oversight of the Putnam funds that are exchange-traded funds (“ETFs”).
The Committee reviews matters arising from time to time relating to the ETFs that are not otherwise within the general subject matter
purview of another committee, including, but not limited to: (i) service provider relationships that are specific to the ETFs, (ii) business,
industry, legal, and regulatory matters that are specific to the ETFs, (iii) proposals relating to new ETFs, and (iii) transactions involving
ETFs. The Committee reports to the Trustees and makes recommendations to the Trustees regarding these matters. The current members are
Messrs. Ahamed (Chair), McGreevey, and Reynolds, Dr. Hill, and Mses. Domotorffy, Murphy, Sutphen and Trust.
Executive Committee. The functions of the Executive
Committee are twofold. The first is to ensure that the Putnam funds’ business may be conducted at times when it is not feasible
to convene a meeting of the Trustees or for the Trustees to act by written consent. The Committee may exercise any or all of the power
and authority of the Trustees when the Trustees are not in session. The second is to review annual and ongoing goals, objectives and priorities
for the Board and to facilitate coordination of all efforts between the Trustees and Franklin Advisers on behalf of the shareholders of
the funds. The Committee currently consists of Ms. Baumann and Messrs. Putnam and Singh.
Investment Oversight Committees. The Investment Oversight
Committees regularly meet with investment personnel of Franklin Advisers and its affiliates to review the investment performance and strategies
of the funds in light of their stated goals and policies. The Committees seek to identify any compliance issues that are unique to the
applicable categories of funds and work with the appropriate Board committees to ensure that any such issues are properly addressed. The
Committees review the proposed investment objectives, policies and restrictions of new fund products and proposed changes to investment
objectives, policies and restrictions of existing funds. Investment Oversight Committee A currently consists of Mses. Domotorffy (Chair),
Murphy and Sutphen, and Messrs. Ahamed, Reynolds, and Singh. Investment Oversight Committee B currently consists of Mses. Pillai (Chair),
Baumann, and Trust, Dr. Hill, and Messrs. McGreevey and Putnam.
Pricing Committee. The Pricing Committee oversees the
valuation of assets of the Putnam funds and reviews the funds’ policies and procedures for achieving accurate and timely pricing
of fund shares. The Committee oversees implementation of these policies, including fair value determinations of individual securities
made by Franklin Advisers or other designated agents of the funds. The Committee also reviews (i) compliance by money market funds with
Rule 2a-7 under the 1940 Act, (ii) in-kind redemptions by fund affiliates, (iii) the correction of occasional pricing errors, and (iv)
Franklin Advisers’ oversight of pricing vendors. The Committee reports to the Trustees and makes recommendations to the Trustees
regarding these matters. The Committee currently consists of Mr. Singh (Chair), McGreevey, and Reynolds and Mses. Murphy, Pillai, Sutphen,
and Trust.
Grafico Azioni Putnam Premier Income (NYSE:PPT)
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Da Feb 2025 a Mar 2025
Grafico Azioni Putnam Premier Income (NYSE:PPT)
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Da Mar 2024 a Mar 2025
