-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VgQdjUg8xoIgju/Cs5JzPqVjghvqxoNQRfxERCJ5eI6M83MPJYMvLN6yyOn+ub+7 qLJtJbuin/YRZHIWUpFKWQ== 0000928816-08-000002.txt : 20080102 0000928816-08-000002.hdr.sgml : 20080101 20080102120652 ACCESSION NUMBER: 0000928816-08-000002 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20071031 FILED AS OF DATE: 20080102 DATE AS OF CHANGE: 20080102 EFFECTIVENESS DATE: 20080102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TH LEE PUTNAM INVESTMENT TRUST CENTRAL INDEX KEY: 0001140009 IRS NUMBER: 046943298 STATE OF INCORPORATION: MA FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-10373 FILM NUMBER: 08500699 BUSINESS ADDRESS: STREET 1: ONE POST OFFICE SQUARE CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6172921000 N-CSR 1 a_thlee.htm TH LEE, PUTNAM INVESTMENT TRUST

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: (811-10373)

Exact name of registrant as specified in charter: TH Lee, Putnam Investment Trust

Address of principal executive offices: One Post Office Square, Boston, Massachusetts 02109

  Name and address of agent for service:                                                                  Francis J. McNamara III, Vice President 
  _____________________________________________________________Clerk and Chief Legal Officer 
  _____________________________________________________________One Post Office Square 

  _____________________________________________________________Boston, Massachusetts 02109 

 
 
 
                                                                                                                Copy to:  John E. Baumgardner, Esq. 
                                                                                                                              Sullivan & Cromwell LLP 
                                                                                                                              125 Broad Street 
                                                                                                                              New York, New York 10004-2498 

Registrant’s telephone number, including area code: (617) 292-1000

Date of fiscal year end: October 31, 2007

Date of reporting period: November 1, 2006— October 31, 2007




Report from Fund Management

Richard Weed
Raymond Haddad
Frederick Wynn

We are pleased to report that your fund, TH Lee, Putnam Emerging Opportunities Portfolio (the “fund”), delivered solid investment performance during its 2007 fiscal year, which ended October 31, 2007. However, we will abbreviate our commentary on investment results in this report because, near the end of the fiscal year, shareholders approved a plan of liquidation for the fund as put forward by the fund’s Board of Trustees.

For the annual period, the fund returned 28.89% before sales charges and outperformed its benchmark, the Russell 2500 Growth Index. These results were achieved primarily before the portfolio liquidation commenced and reflected the strengths of our security selection. The fund’s strategy was to identify small- and mid-cap aggressive growth companies likely to achieve consistently high rates of sales and earnings growth. During the annual period, growth-style stocks emerged to lead equity markets amid turmoil in credit markets and concerns about an economic slowdown. Historically, investors have turned to growth stocks in such periods because they are relatively well positioned to maintain earnings growth during downturns in the business cycle.

Promptly after shareholders approved the fund’s liquidation plan on October 18, 2007, we began to sell the fund’s readily tradable securities and invest the proceeds temporarily in cash instruments. By the end of the fund’s fiscal year on October 31 we had completed the liquidation of all equity holdings except for two former venture capital investments, CommVault Systems and Restore Medical. The proceeds from this initial liquidation, which amounted to $21.345 per share, were distributed to shareholders in early November. To see a breakdown of the proceeds into long-term capital gains, short-term capital gains, and the liquidation distribution, please turn to page 21 of this report.

The two securities that remain in the portfolio together were valued at approximately $23,992,710 at the end of the fiscal period. We believe that it may require up to 18 months to sell these positions completely, due to our efforts to obtain favorable prices for these securities. As we sell down these positions, the fund is likely to make additional distributions to shareholders.

Thank you for your investment in TH Lee, Putnam Emerging Opportunities Portfolio.

TH Lee, Putnam Emerging Opportunities Portfolio Annual Report October 31, 2007   1


RETURN FOR PERIODS ENDED OCTOBER 31, 2007       

      Russell 2500 
TH Lee, Putnam Emerging Opportunities Portfolio  NAV  POP  Growth Index 

1 year  28.89%  23.43%  20.36% 

3 years  55.34  48.73  58.31 

Annual average  15.81  14.15  16.55 

5 years  118.01  108.74  143.23 

Annual average  16.87  15.86  19.45 

Life of fund (since inception 7/30/01)  72.89  65.55  66.96 

Annual average  9.14  8.38  8.55 

 
RETURN FOR PERIODS ENDED SEPTEMBER 30, 2007 (most recent calendar quarter)   

      Russell 2500 
TH Lee, Putnam Emerging Opportunities Portfolio  NAV  POP  Growth Index 

1 year  19.83%  14.75%  21.27% 

3 years  55.41  48.79  56.33 

Annual average  15.83  14.16  16.06 

5 years  124.91  115.30  146.99 

Annual average  17.60  16.58  19.82 

Life of fund (since inception 7/30/01)  67.04  59.94  60.32 

Annual average  8.66  7.90  7.95 


Past performance does not indicate future results. Performance assumes reinvestment of distributions and does not account for taxes. More recent returns may be less or more than those shown. Investment returns will fluctuate, and you may have a gain or a loss when you sell your shares. Returns at public offering price (POP) reflect the highest applicable sales charge of 4.25% . Sales charges differ with the original purchase amount. The fund is currently closed to new investments. The Russell 2500 Growth Index is an unmanaged index of those companies in the small/mid-cap Russell 2500 Index chosen for their growth orientation. Indexes are not available for direct investment. For a portion of the period this fund limited expenses, without which returns would have been lower.


Weightings are shown as a percentage of investments. Holdings will vary over time. The common stock weighting represents positions in CommVault Systems and Restore Medical. As of the end of the period, the fund had entered liquidation but had not yet commenced paying liquidation proceeds to shareholders.

2   TH Lee, Putnam Emerging Opportunities Portfolio Annual Report October 31, 2007


Trustee approval of management contract

General conclusions

The Board of Trustees of your fund oversees the management of the fund and, as required by law, has determined annually whether to approve the continuance of your fund’s management contract with TH Lee, Putnam Capital Management, LLC (the “Manager”). In this regard, the Board of Trustees requests and evaluates all information it deems reasonably necessary under the circumstances. On July 23, 2007, the Board of Trustees met to consider the information provided by the Manager and other information developed with the assistance of the Board’s independent counsel. Upon completion of this review, the Board of Trustees, all of whose members are not “interested persons,” as defined in the Investment Company Act, of your fund or the Manager, approved the continuance of your fund’s management contract, effective July 27, 2007.

The management contract terminated on August 3, 2007, upon the closing of the sale of Putnam Investments (“Putnam”), the parent company of the Manager, to Great-West Lifeco Inc. On that date, your fund entered into a new management contract with the Manager. The new management contract, which had been approved in March 2007 by the Board of Trustees and in May 2007 by fund shareholders, is substantially identical to the previous management contract.

The July 2007 approval of the previous management contract was based on the following conclusions:

• That the fee schedule is, and since the inception of the fund has been, unusual and seeks appropriately to reflect fees charged by Putnam and competitive advisers in respect of the public and private securities portions of the fund’s portfolio, and in particular to reward successful investment decisions through the incentive fee applicable only to the private securities, and

• That the contractual fee schedule, including the base fee and incentive fee components, represents reasonable compensation in light of the nature and quality of the services being provided to the fund and the costs incurred by the Manager in providing such services. (Upon commencement of the liquidation of the fund in October 2007, the Manager began waiving the base fee, but not the incentive fee, payable to it by the fund under the management contract. This waiver, as well as the waivers by the Manager and its affiliates of administrative services and investor services fees, will continue throughout the liquidation period.)

These conclusions were based on a careful consideration of all information provided to the Trustees and were not the result of any single factor. Some of the factors that figured particularly in the Trustees’ deliberations and how the Trustees considered these factors are described below, although individual Trustees may have evaluated the information presented differently, giving different weights to various factors. It is also important to recognize that the contractual fee arrangements for your fund represent the result of several years of review and discussion between the Trustees and the Manager, that certain aspects of such arrangements may receive greater scrutiny in some years than others, and that the Trustees’ conclusions may be based, in part, on their consideration of these same arrangements in prior years.

TH Lee, Putnam Emerging Opportunities Portfolio Annual Report October 31, 2007   3


Services provided; investment performance

The quality of the investment process provided by the Manager represented a major factor in the Trustees’ evaluation of the quality of services provided by the Manager under the previous management contract. The Trustees concluded that the Manager generally provides a high-quality investment process but also recognize that this does not guarantee favorable investment results for the fund in every time period. The Trustees evaluated the experience and skills of the individuals assigned to the management of your fund’s public equity and private equity investments and the resources made available to such personnel. Recognizing that expertise of portfolio management personnel, particularly for private equity investments, is highly prized among competitive investment advisers, the Trustees have noted favorably the Manager’s commitment to retaining highly qualified personnel, notwithstanding the relatively small size of the fund and the determination in ear ly 2005 to suspend sales of fund shares.

The Trustees considered the investment performance of your fund over the 1-year, 5-year, and since-inception periods ended June 30, 2007, and considered information comparing the fund’s performance with its benchmark index and with the performance of competitive funds. They also reviewed analysis provided by the Manager regarding the performance of your fund’s private equity investments. Recognizing that the incentive fee component of the fund’s management fee is tied to the performance of these investments, the Trustees noted the amounts your fund had accrued as incentive fees payable to the Manager under the previous management contract as a result of appreciation in the value of these investments. They also noted that the Manager had not actually received any incentive fees from the fund to date. The Trustees also reviewed an analysis from the Manager of the costs of the services provided and profits realized by the Manager from the relationship wi th the fund in 2006.

Competitiveness

The Trustees reviewed comparative fee and expense information for other closed-end funds investing both in public and private equities, and noted that your fund’s management fees were generally lower than those of these funds. The Trustees noted, in addition, that the Manager had agreed to continue to reimburse the fund to the extent that total fund expenses (exclusive of incentive fees payable under the management contract) exceed 1.85% of average annual assets. (This expense limitation arrangement expired upon the commencement of the liquidation of the fund. As noted above, the Manager is waiving the base fees payable to it by the fund under the new management contract.)

The Trustees noted that your fund is the only client of the Manager, and that your fund is unique among all registered investment companies managed by affiliates of the Manager with respect to its investment objective and fee structure. The Trustees also noted generally that in providing services to the fund under the management contract, the Manager is able to a large degree to utilize the resources of Putnam Investments, and that the fund would probably not be able to obtain these services for the same or lower costs if the Manager were not able to leverage its association with a large mutual fund manager.

4   TH Lee, Putnam Emerging Opportunities Portfolio Annual Report October 31, 2007


The Trustees have been satisfied that the fund’s fee structure appropriately mediates the fees charged by Putnam Investments and competitors on portfolios of publicly traded securities and those (including both asset-based fees and incentive fees) charged by managers of private securities. Accordingly, the Trustees did not attribute great weight to a comparative review of fees paid by other funds and institutional accounts whose assets are managed by the Manager’s affiliates.

Economies of scale

The Trustees noted that the fund’s fee structure does not have breakpoints (which lower the net effective fee rate as assets grow), that the Manager is compensated under the incentive fee only if the performance of the fund’s private assets is successful, and that, since inception, the fund’s expenses have been limited by the Manager. The Trustees also noted that the fund’s assets as of June 30, 2007, were approximately $66 million and that, because your fund was not open to new investments, regular quarterly repurchases of five percent of the fund’s shares had diminished the fund’s assets (to the extent they had not been offset by appreciation of the fund’s portfolio holdings).

Brokerage and soft-dollar allocations; other benefits

The Trustees considered various potential benefits that the Manager may receive in connection with the services it provides under the management contract with your fund. These include principally benefits related to brokerage and soft-dollar allocations, whereby a portion of the commissions paid by a fund for brokerage is earmarked to pay for research services that may be utilized by a fund’s investment advisor. This area has been marked by significant change in recent years. The Trustees noted that that Putnam allocates only a relatively modest amount of client brokerage commissions to purchase third-party research services.

The Trustees’ annual review of the previous management contract also included the review of the fund’s administrative services contract with the Manager and its distributor’s contract with Putnam Retail Management Limited Partnership (“PRM”) and a report from the Manager on the investor servicing agreement between the fund and Putnam Fiduciary Trust Company (“PFTC”). PRM and PFTC are affiliates of the Manager. These agreements, other than the investor servicing agreement, terminated on August 3, 2007, and were immediately replaced by substantially identical agreements. (While PRM would benefit from the fund’s distributor’s contract at times when the fund is open to new investments, it will no longer do so, as the fund is being liquidated.)

TH Lee, Putnam Emerging Opportunities Portfolio Annual Report October 31, 2007   5


Report of independent registered
public accounting firm

To the Trustees of the TH Lee, Putnam Investment Trust and
Shareholders of TH Lee, Putnam Emerging Opportunities Portfolio

In our opinion, the accompanying statement of assets and liabilities, including the fund’s portfolio, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of TH Lee, Putnam Emerging Opportunities Portfolio (the “fund”) at October 31, 2007, and the results of its operations, the changes in its net assets, cash flow, and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the fund’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of investments owned at October 31, 2007, by correspondence with the custodian, provide a reasonable basis for our opinion.

See note 1 to the financial statements regarding the fund’s termination, the ongoing process of liquidation, and the fund’s change in its basis of accounting from the going concern basis to the liquidation basis of accounting.

PricewaterhouseCoopers LLP
Boston, Massachusetts
December 18, 2007

6   TH Lee, Putnam Emerging Opportunities Portfolio Annual Report October 31, 2007


The fund’s portfolio

October 31, 2007


Common stocks (36.8%)*     
  SHARES  VALUE 

 
Health Care (2.0%)     

Restore Medical, Inc.† §  862,069  $ 1,284,483 
Technology (34.8%)     

Commvault Systems, Inc., †  1,116,432    22,708,227 

Total common stocks (cost $9,949,290)    $ 23,992,710 
 
Short-term Investments (71.0%)* (cost $46,317,272)     
  SHARES  VALUE 

Putnam Prime Money Market Fund (e)  46,317,272  $ 46,317,272 

Total investments (cost $56,266,562)    $70,309,982 


* Percentages indicated are based on net assets of $65,232,475.
† Non-income-producing security.
§ Affiliated Companies (Note 4).
(e) See Note 6 to the financial statements regarding investments in Putnam Prime Money Market Fund.
The accompanying notes are an integral part of these financial statements.

TH Lee, Putnam Emerging Opportunities Portfolio Annual Report October 31, 2007   7


Statement of assets and liabilities
(liquidation basis)

October 31, 2007


Assets   

Investment in securities, at value (Note 1):   

Unaffiliated issuers (identified cost $6,939,621)  $ 22,708,227 

Affiliated issuers (identified cost $49,326,941) (Notes 4 and 6)  47,601,755 

Dividends and interest receivable  63,139 

Receivable for securities sold  236,916 

Total assets  70,610,037 

 
Liabilities   

Payable for shareholder servicing fee (Note 2)  40,248 

Payable for compensation of Manager (Notes 2 and 6)  136,467 

Payable for Trustee compensation and expenses (Note 2)  123,750 

Payable for incentive fee (Note 2)  4,562,710 

Payable for investor servicing (Note 2)  56,775 

Payable for custodian fees (Note 2)  23,318 

Payable for administrative services (Note 2)  8,353 

Other accrued expenses  425,941 

Total liabilities  5,377,562 

Net assets  $65,232,475 

 
Represented by   

Paid-in capital (10,000,000 unlimited shares authorized) (Note 1)  $ 36,754,905 

Accumulated net investment loss (Note 1)  (429,000) 

Accumulated net realized gain on investments (Note 1)  14,863,150 

Net unrealized appreciation of investments  14,043,420 

Total — Representing net assets applicable to capital shares outstanding  $65,232,475 

 
Computation of net asset value   

Net asset value and redemption price per common share   
($65,232,475 divided by 1,937,532 shares)  $33.67 

Offering price per common share (100/$95.75 of $33.67)*  $35.16 


* On single retail shares of less than $500,000. On sales of $500,000 or more, the offering price is reduced.
The accompanying notes are an integral part of these financial statements.

8   TH Lee, Putnam Emerging Opportunities Portfolio Annual Report October 31, 2007


Statement of operations
(liquidation basis)

Year ended October 31, 2007


 
Investment income:   

Dividends (net of foreign tax of $388)  $ 906,124 

Interest (including interest income of $61,602 from investments   
in affiliated issuers) (Note 6)  304,970 

Total investment income  1,211,094 

 
Expenses:   

Compensation of Manager (Note 2)  748,138 

Incentive fee (Note 2)  2,881,754 

Investor servicing fees (Note 2)  80,827 

Custodian fees (Note 2)  40,281 

Trustee compensation and expenses (Note 2)  199,478 

Administrative services (Note 2)  62,725 

Shareholder servicing fees (Note 2)  132,179 

Legal fees (Note 2)  323,169 

Other (Note 2)  194,916 

Fees waived and reimbursed by Manager (Notes 2)  (81,754) 

Total expenses  4,581,713 

Expense reduction (Note 2)  (5,441) 

Net expenses  4,576,272 

Net investment loss  (3,365,178) 

Net realized gain on investments (Notes 1 and 3)  17,963,512 

Net realized loss on written options (Notes 1 and 3)  (1,715) 

Net unrealized appreciation of investments during the year  1,615,180 

Net gain on investments  19,576,977 

Net increase in net assets resulting from operations  $ 16,211,799 

The accompanying notes are an integral part of these financial statements.   

TH Lee, Putnam Emerging Opportunities Portfolio Annual Report October 31, 2007 9


Statement of changes in net assets

  Year ended  Year ended 
  October 31  October 31 
  2007  2006 

  (liquidation basis)   

 
Increase (decrease) in net assets     

Operations:     

Net investment loss  $ (3,365,178)  $ (1,517,160) 

Net realized gain on investments  17,961,797  5,472,533 

Net unrealized appreciation of investments  1,615,180  4,099,745 

Net increase in net assets resulting from operations  16,211,799  8,055,118 

Distributions to shareholders: (Note 1)     

From ordinary income     

Net realized short-term gain on investments  (653,931)  (2,882,477) 

Net realized long-term gain on investments  (3,216,230)  (4,811,953) 

 
Capital share transactions:     

Reinvestments in connection with distributions  3,449,045  6,992,072 

Cost of shares repurchased (Note 5)  (13,107,098)  (12,663,978) 

Decrease from capital share transactions  (9,658,053)  (5,671,906) 

Total increase (decrease) in net assets  2,683,585  (5,311,218) 

 
Net assets     

Beginning of year  62,548,890  67,860,108 

End of year  $65,232,475  $62,548,890 

 
Number of fund shares     

Shares outstanding at beginning of year  2,248,878  2,438,393 

Shares reinvested  123,049  276,125 

Shares repurchased (Note 5)  (434,395)  (465,640) 

Shares outstanding at end of year  1,937,532  2,248,878 


The accompanying notes are an integral part of these financial statements.

10   TH Lee, Putnam Emerging Opportunities Portfolio Annual Report October 31, 2007


Statement of cash flows
(liquidation basis)

For the year ended October 31, 2007


 
Decrease in cash   

Cash flows from operating activities:   

Net increase in net assets from operations  $16,211,799 

Adjustments to reconcile net increase in net assets   
from operations to net cash used in operating activities:   

Purchase of investment securities  (64,101,061) 

Proceeds from disposition of investment securities  120,907,308 

Purchase of short-term investment securities, net  (43,318,272) 

Increase in dividends and interest receivable  (58,758) 

Increase in payable for shareholder servicing fees  28,752 

Increase in payable for compensation of Manager  35,753 

Increase in payable for Trustee compensation and expenses  123,750 

Increase in incentive fee accrual  2,881,754 

Increase in payable for investor servicing fees  52,866 

Increase in payable for custodian fees  8,180 

Net decrease in premiums received on written options  (23,775) 

Increase in payable for administration services  3,254 

Increase in other accrued expenses  351,129 

Net realized gain on investments  (17,963,512) 

Net unrealized appreciation on investments during the period  (1,615,180) 

Net cash provided by operating and investing activities  13,523,987 

Cash flows from financing activities:   

Payment of shares redeemed  (13,107,098) 

Cash distribution to shareholders paid  (421,116) 

Net cash used in financing activities  (13,528,214) 

Net decrease in cash  (4,227) 

Cash balance, beginning of year  4,227 

Cash balance, end of year  $— 

The accompanying notes are an integral part of these financial statements.   

TH Lee, Putnam Emerging Opportunities Portfolio Annual Report October 31, 2007   11


Financial highlights

(For a common share outstanding throughout the period)

Per-share      Year ended     
operating performance  10/31/07  10/31/06  10/31/05  10/31/04  10/31/03 

  (liquidation basis)         

Net asset value,           
beginning of period  $27.81  $27.83  $26.54  $25.32  $18.91 

Investment operations:           

Net investment loss (a,b)  (1.61)  (.63)  (.34)(e)  (.59)  (.45) 

Net realized and unrealized           
gain on investments  9.28  3.89  2.13  1.81  6.86 

Total from investment operations  7.67  3.26  1.79  1.22  6.41 

Less distributions:           

From net realized gain           
on investments  (1.81)  (3.28)  (.50)     

Total distributions  (1.81)  (3.28)  (.50)     

Net asset value,           
end of period  $33.67  $27.81  $27.83  $26.54  $25.32 

Total return at net asset value           
after incentive fee (%)(c)  28.89  12.86  6.78  4.82  33.90 

Total return at net asset value           
before incentive fee (%)(c)  33.94  14.13  7.07  5.53  34.43 

 
Ratios and supplemental data           

Net assets, end of period           
(in thousands)  $65,232  $62,549  $67,860  $77,542  $90,020 

Ratio of expenses to average net           
assets after incentive fee (%)(b,d)  7.09(f)  2.93  2.00  2.49  2.30 

Ratio of expenses to average net           
assets before incentive fee (%)(b,d)  2.63(f)  1.85  1.85  1.85  1.85 

Ratio of net investment loss to average           
net assets after incentive fee (%)(b)  (5.21)(f)  (2.31)  (1.23)(e)  (2.30)  (2.17) 

Portfolio turnover rate (%)  105.86  57.01  103.14  100.29  93.90 


(a) Per share net investment income (loss) has been determined on the basis of the weighted average number of shares outstanding during the period.

(b) Reflects an expense limitation in effect during the period (Note 2). As a result of such limitation, expenses of the fund for the periods ended October 31, 2007, October 31, 2006, October 31, 2005, October 31, 2004 and October 31, 2003 reflect a reduction of 0.13%, 0.23%, 0.19%, 0.15% and 0.10%, respectively, based on average net assets.

(c) Total return assumes dividend reinvestment and does not reflect the effect of sales charges.

(d) Includes amounts paid through expense offset arrangements (Note 2).

(e) Reflects a non-recurring accrual related to Putnam Management’s settlement with the SEC regarding brokerage allocation practices, which amounted to less than $0.01 per share and 0.02% of average net assets.

(f) Reflects expenses associated with the liquidation of the fund which commenced during the period, which resulted in expenses of the fund for the period ended October 31, 2007 being increased by $547,206 or 0.84% based on average net assets.

The accompanying notes are an integral part of these financial statements.

12   TH Lee, Putnam Emerging Opportunities Portfolio Annual Report October 31, 2007


Notes to financial statements
October 31, 2007

Note 1 Significant accounting policies

TH Lee, Putnam Emerging Opportunities Portfolio (the “fund”), is a series of TH Lee, Putnam Investment Trust (the “trust”), which is registered under the Investment Company Act of 1940, as amended, as a non-diversified closed-end management investment company. On October 18, 2007 the Trustees, with approval by shareholders, approved a plan of complete liquidation and dissolution of the fund. As a result, the fund has begun liquidating portfolio assets and made an initial distribution of liquidation proceeds to fund shareholders (see Note 9). Liquidation of the fund’s two remaining venture capital investments is expected to occur over several months and additional distributions are likely as these liquidations occur. Prior to entering into liquidation, the objective of the fund was to seek long-term capital appreciation by investing at least 80% of its total assets in publicly traded growth stocks and privately issued venture capital investme nts.

In connection with the liquidation, the fund has adopted the liquidation basis of accounting, which, among other things, requires the fund to record assets and liabilities at their net realizable value and to provide estimated costs of liquidating the fund to the extent that they are reasonably determinable.

On October 18, 2007, the fund recorded a liability for $547,206, the components of which are included on the statement of operations, reflecting estimated liquidation expenses, excluding expenses related to the incentive fee, for the period October 18, 2007 through the completion of the fund’s liquidation. Actual expenses incurred by the fund during the liquidation period could exceed this estimate and could exceed income recognized by the fund during the period.

In the normal course of business, the fund enters into contracts that may include agreements to indemnify another party under given circumstances. The fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be, but have not yet been, made against the fund. However, the fund expects the risk of material loss to be remote.

The following is a summary of significant accounting policies consistently followed by the fund in the preparation of its financial statements. The preparation of financial statements is in conformity with accounting principles generally accepted in the United States of America and requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.

A) Security valuation

Investments for which market quotations are readily available are valued at the last reported sales price on their principal exchange, or official closing price for certain markets. If no sales are reported—as in the case of some securities traded over-the-counter— a security is valued at its last reported bid price. Market quotations are not considered to be readily available for private equity securities: such investments are initially valued at cost and then stated at fair value following procedures approved by the Trustees. As part of those procedures, TH Lee, Putnam Capital Management, LLC (the “Manager”),

TH Lee, Putnam Emerging Opportunities Portfolio Annual Report October 31, 2007   13


which is 80% owned by Putnam Capital, LLC, which in turn is owned by Putnam Investment Holdings, LLC, an indirect subsidiary of Putnam, and 20% owned by TH Lee, Putnam Capital L.P., a subsidiary of Thomas H. Lee Partners L.P. will monitor each fair valued security on a daily basis and will adjust its value, as necessary, based on such factors as the financial and/or operating results, the general developments in the issuer’s business including products and services offered, management changes, changes in contracts with customers, issues relating to financing, the likelihood of a public offering, the liquidity of the security, any legal or contractual restrictions, the value of an unrestricted related public security and other analytical data. Restricted securities of the same class as publicly traded securities will be valued at a discount from the public market price reflecting the nature and extent of the restriction. The discount applied to securities subjec t to resale restrictions with known expirations will be reduced according to a specified timetable as the applicable expiration approaches.

Fair value prices may differ materially from the value that would be realized if the fair-valued securities were sold. Securities quoted in foreign currencies are translated into U.S. dollars at the current exchange rate. Short-term investments having remaining maturities of 60 days or less are stated at amortized cost, which approximates fair value.

B) Security transactions and related investment income

Security transactions are recorded on the trade date (the date the order to buy or sell is executed). Gains or losses on securities sold are determined on the identified cost basis. Interest income is recorded on the accrual basis. Dividend income, net of applicable withholding taxes, is recognized on the ex-dividend date except that certain dividends from foreign securities, if any, are recognized as soon as the fund is informed of the ex-dividend date. Non-cash dividends, if any, are recorded at the fair market value of the securities received. Dividends representing a return of capital or capital gains, if any, are reflected as a reduction of cost and/or as a realized gain.

C) Repurchase agreements

The fund, or any joint trading account, through its custodian, receives delivery of the underlying securities, the market value of which at the time of purchase is required to be in an amount at least equal to the resale price, including accrued interest. Collateral for certain tri-party repurchase agreements is held at the counterparty’s custodian in a segregated account for the benefit of the fund and the counterparty. The Manager is responsible for determining that the value of these underlying securities is at all times at least equal to the resale price, including accrued interest.

D) Futures and options contracts

During the period the fund was permitted to use futures and options contracts to hedge against changes in the values of securities the fund owned or expected to purchase, or for other investment purposes. The fund also was permitted to write options on swaps or securities it owns or in which it may invest to increase its current returns. At the end of the period, the fund held no outstanding futures or written options contracts.

14   TH Lee, Putnam Emerging Opportunities Portfolio Annual Report October 31, 2007


The potential risk to the fund is that the change in value of futures and options contracts may not correspond to the change in value of the hedged instruments. In addition, losses may arise from changes in the value of the underlying instruments, if there is an illiquid secondary market for the contracts, or if the counterparty to the contract is unable to perform. Risks may exceed amounts recognized on the Statement of assets and liabilities. When the contract is closed, the fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Realized gains and losses on purchased options are included in realized gains and losses on investment securities. If a written call option is exercised, the premium originally received is recorded as an addition to sales proceeds. If a written put option is exercised, the premium originally received is recorded as a reduction to the cost of investments.

Futures contracts are valued at the quoted daily settlement prices established by the exchange on which they trade. The fund and the broker agree to exchange an amount of cash equal to the daily fluctuation in the value of the futures contract. Such receipts or payments are known as “variation margin.” Exchange traded options are valued at the last sale price or, if no sales are reported, the last bid price for purchased options and the last ask price for written options. Options traded over-the-counter are valued using prices supplied by dealers.

E) Federal taxes

It is the policy of the fund to distribute all of its taxable income within the prescribed time and otherwise comply with the provisions of the Internal Revenue Code of 1986, as amended, (the “Code”) applicable to regulated investment companies. It is also the intention of the fund to distribute an amount sufficient to avoid imposition of any excise tax under Section 4982 of the Code, as amended. Therefore, no provision has been made for federal taxes on income, capital gains or unrealized appreciation on securities held nor for excise tax on income and capital gains.

F) Distributions to shareholders

Distributions to shareholders from net investment income are recorded by the fund on the ex-dividend date. Distributions from capital gains, if any, are recorded on the ex-dividend date and paid at least annually. The amount and character of income and gains to be distributed are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. These differences include temporary and/or permanent differences of non-taxable dividends, net operating loss and non-deductible liquidation expenses. Reclassifications are made to the fund’s capital accounts to reflect income and gains available for distribution (or available capital loss carryovers) under income tax regulations. For the year ended October 31, 2007, the fund reclassified $2,936,178 to decrease accumulated net investment loss, with a decrease to accumulated net realized gains of $2,936,178.

TH Lee, Putnam Emerging Opportunities Portfolio Annual Report October 31, 2007   15


The tax basis components of distributable earnings and the federal tax cost as of October 31, 2007 were as follows:

Unrealized appreciation  $15,768,608 
Unrealized depreciation  (1,725,188) 
  ———————— 
Net unrealized appreciation  14,043,420 
Undistributed short-term gain  586,225 
Undistributed long-term gain  14,276,927 
Cost for federal income tax purposes  $56,266,562 

G) Deal related costs

Deal related costs are comprised primarily of legal and consulting costs incurred in connection with private equity investment transactions of the fund, whether or not consummated. Deal related costs that are attributable to existing private equity securities are added to the cost basis of the investments. All other deal related costs are expensed as incurred.

H) Statement of cash flows

The cash amount shown in the Statement of cash flows is the amount reported as cash in the fund’s Statement of assets and liabilities and represents cash on hand at its custodian and does not include any short-term investments at October 31, 2007.

Note 2 Management fee, administrative services and other transactions

The fund has entered into a Management Contract with the Manager. As compensation for the services rendered and expenses borne by the Manager, under the contract the fund pays the Manager a fee at an annual rate of 1.20% of the average daily net assets of the fund, computed daily and payable monthly. Effective October 18, 2007, in connection with the commencement of the fund’s liquidation, the fund will no longer accrue the base management fee under the Management Contract.

In addition, the fund will accrue daily a liability for incentive fees payable equal to 20% of the realized and unrealized gains less realized and unrealized losses on investments that were originally purchased by the fund in private equity transactions. The fund will not accrue an incentive fee unless all realized and unrealized losses from prior periods have been offset by realized (and, where applicable unrealized) gains. The fund will pay annually, on December 31, a fee to the Manager equal to 20% of the aggregate incentive fee base, calculated from the commencement of the fund’s operations, less the cumulative amount of the incentive fee paid to the Manager in previous periods. The incentive fee base for a private equity security equals realized gains less realized and unrealized losses until the issuer of the security has completed an initial public offering and any applicable lockup period has expired and, thereafter, equals realized and unrealized gains less realized and unrealized losses. In the case of private equity funds, the incentive fee base equals the sum of all amounts that are actually distributed to the fund less realized and unrealized losses. The fund does

16 TH Lee, Putnam Emerging Opportunities Portfolio Annual Report October 31, 2007


not pay any incentive fee on a private equity holding until the fund sells the holding or the holding becomes freely sellable, although the fund will continue to accrue a liability with respect to additional unrealized gains for such security. At October 31 2007, incentive fees totaling $4,562,710 have been accrued based on the aggregate incentive fee base, of which $2,881,754 was accrued for the year ended October 31, 2007. The fund will make an incentive fee payment to the Manager in the amount of $4,562,710 on or about December 31, 2007.

For periods prior to October 18, 2007, the Manager agreed to limit its compensation (and, to the extent necessary, bear other expenses) to the extent that expenses of the fund (exclusive of the incentive fee, interest expense on any borrowings, offering costs and any extraordinary expenses, including liquidation expenses) would exceed an annual rate of 1.85% of its average daily net assets. Effective October 18, 2007, in connection with the commencement of the fund’s liquidation, this agreement expired.

Effective August 3, 2007, Marsh & McLennan Companies, Inc. sold its ownership interest in Putnam Investment Management, LLC (“Putnam Management”), its parent companies and affiliates, including the Manager, to a wholly-owned subsidiary of Great-West Lifeco, Inc. The fund’s shareholders have approved a new management contract for the fund that became effective upon the sale.

The fund has entered into an Administrative Services Contract with Putnam Fiduciary Trust Company (“PFTC”), an affiliate of the Manager, to provide administrative services, including fund accounting and the pricing of the fund shares. As compensation for the services, under the contract the fund pays PFTC a fee at an annual rate of 0.10% of the average daily net assets of the fund, computed daily and payable monthly. Effective October 18, 2007, in connection with the commencement of the fund’s liquidation, the fund will no longer accrue fees under the Administrative Services Contract.

Custodial functions for the fund’s assets were provided by PFTC and by State Street Bank and Trust Company (“State Street”). Custody fees are based on the fund’s asset level, the number of its security holdings and transaction volumes. Putnam Investor Services, a division of PFTC, provided investor servicing agent functions to the fund. Putnam Investor Services receives fees for investor servicing, subject to certain limitations, based on the number of shareholder accounts. During the year ended October 31, 2007, the fund incurred $92,096 for custody and investor servicing agent functions provided by PFTC.

The fund has entered into arrangements with PFTC and State Street whereby PFTC’s and State Street’s fees are reduced by credits allowed on cash balances. For the year ended October 31, 2007, the fund’s expenses were reduced by $5,441 under these arrangements.

Each independent Trustee of the fund receives an annual Trustee fee of $25,000. Trustees receive additional fees for attendance at certain committee meetings and industry seminars and for certain compliance-related matters. Trustees also are reimbursed for expenses they incur relating to their services as Trustees.

TH Lee, Putnam Emerging Opportunities Portfolio Annual Report October 31, 2007   17


The fund intends to pay compensation to selected brokers and dealers that are not affiliated with the fund, the Manager or Putnam, that hold shares for their customers in accordance with the shareholder servicing agreements between the fund and the brokers and dealers. The shareholder servicing fee is accrued daily and payable quarterly at an annual rate of 0.25% of the average daily net assets attributable to outstanding shares beneficially owned by customers of the brokers and dealers. Effective October 18, 2007, as a result of the approved liquidation, the fund will no longer accrue shareholder servicing fees.

For the year ended October 31, 2007, Putnam Retail Management, an affiliate of the Manager, acting as underwriter, received no net commissions from the sale of common shares.

Note 3 Purchases and sales of securities     

 
During the year ended October 31, 2007, cost of purchases and proceeds from sales of investment 
securities other than short-term investments aggregated $63,877,873 and $121,078,979, respectively. 
There were no purchases or sales of U.S. government securities.   
 
Written option transactions during the period are summarized as follows:   

  Contract  Premiums 
  Amounts  Received 

Written options outstanding     
at beginning of year  12,800  $23,775 

Options opened  46,702  38,757 
Options exercised  (5,663)  (4,238) 
Options expired  (46,739)  (51,251) 
Options closed  (7,100)  (7,043) 

Written options outstanding     
at end of year     

 
Note 4 Transactions with affiliated issuers     

 
Transactions during the year with companies in which the fund owned at least 5% of the voting 
securities were as follows:     

18   TH Lee, Putnam Emerging Opportunities Portfolio Annual Report October 31, 2007


Name of Affiliate  Purchase cost  Sales cost  Dividend Income   

Refractec  $  $ —  $ —  $ 
Refractec 8% cv         
bridge note  450,000       
Restore Medical        $1,284,483 


During the period, Refractec was sold to its creditors. Equity investors in Refractec and holders of Refractec’s 8% cv. bridge notes, such as the fund, received no proceeds from the disposition. Accordingly, the fund’s positions in Refractec were eliminated from the fund’s portfolio.

Market value amounts are shown for issues that are affiliated at period end.

Note 5 Share repurchase

Prior to the approval by shareholders of the plan of liquidation, the fund had a policy of making offers to repurchase a portion of its shares on a quarterly basis. Repurchases were made in February, May, August and November of each year. Repurchase offers were made for 5% of the fund’s shares in any quarter . If the number of shares tendered for repurchase exceeded the offering limit, or if the Manager in its discretion elected to limit repurchases to 5% of the fund’s shares, the fund repurchased shares on a pro-rata basis, and tendering shareholders did not have all of their tendered shares repurchased by the fund. During the year ended October 31, 2007, the fund repurchased 434,395 shares valued at $13,107,098. On October 18, 2007, in connection with their approval of the plan of liquidation, shareholders voted to eliminate the quarterly repurchase policy.

On November 10, 2006, the fund received actual redemption requests totaling $6,231,980 or 9.6% of total fund assets. To protect the liquidity of the fund and as a protective measure for shareholders choosing to remain in the fund, the Manager elected to pro-rate the repurchases, and each shareholder requesting a redemption of his/her shares received a pro-rated portion equal to 52.31% of the shares the shareholder requested be repurchased.

On February 9, 2007, the fund received actual redemption requests totaling $7,872,558 or 11.97% of total fund assets. To protect the liquidity of the fund and as a protective measure for shareholders choosing to remain in the fund, the Manager elected to pro-rate the repurchases, and each shareholder requesting a redemption of his/her shares received a pro-rated portion equal to 41.76% of the shares the shareholder requested be repurchased.

On May 11, 2007, the fund received actual redemption requests totaling $10,618,734 or 15.7% of total fund assets. To protect the liquidity of the fund and as a protective measure for shareholders choosing to remain in the fund, the Manager elected to pro-rate the repurchases, and each shareholder requesting a redemption of his/her shares received a pro-rated portion equal to 31.83% of the shares the shareholder requested be repurchased.

TH Lee, Putnam Emerging Opportunities Portfolio Annual Report October 31, 2007  19


On August 10, 2007, the fund received actual redemption requests totaling $9,018,766 or 14.0% of total fund assets. To protect the liquidity of the fund and as a protective measure for shareholders choosing to remain in the fund, the Manager elected to pro-rate the repurchases, and each shareholder requesting a redemption of his/her shares received a pro-rated portion equal to 35.41% of the shares the shareholder requested be repurchased.

  Shares   
Date  Repurchased  Amount 

November 2006  111,848  $3,242,478 
February 2007  113,214  3,291,132 
May 2007  107,368  3,379,943 
August 2007  101,965  3,193,545 


At October 31, 2007, the Manager owned 256,746 shares of the fund (13.3% of shares outstanding) valued at $8,644,638.

Note 6 Investment in Putnam Prime Money Market Fund

The fund invests in Putnam Prime Money Market Fund, an open-end management investment company managed by Putnam Management. Investments in Putnam Prime Money Market Fund are valued at its closing net asset value each business day. Management fees paid by the fund are reduced by an amount equal to the management fees paid by Putnam Prime Money Market Fund to Putnam Management with respect to assets invested by the fund in Putnam Prime Money Market Fund. For the year ended October 31, 2007, management fees paid were reduced by $450 relating to the fund’s investment in Putnam Prime Money Market Fund. Income distributions earned by the fund are recorded as income in the Statement of operations and totaled $61,602 for the year ended October 31, 2007. During the year ended October 31, 2007, cost of purchases and proceeds of sales of investments in Putnam Prime Money Market Fund aggregated $46,371,810 and $54,538, respectively.

Note 7 Regulatory matters and litigation

In late 2003 and 2004, Putnam Management settled charges brought by the Securities and Exchange Commission (the “SEC”) and the Massachusetts Securities Division in connection with excessive short-term trading in Putnam funds. Payments from Putnam Management will be distributed to certain open-end Putnam funds and their shareholders. These allegations and related matters have served as the general basis for certain lawsuits, including purported class action lawsuits against Putnam Management and, in a limited number of cases, some Putnam funds. Putnam Management believes that these lawsuits will have no material adverse effect on the funds or on Putnam Management’s ability to provide investment management services. In addition, Putnam Management has agreed to bear any costs incurred by the Putnam funds as a result of these matters.

20   TH Lee, Putnam Emerging Opportunities Portfolio Annual Report October 31, 2007


Note 8 New accounting pronouncements

In June 2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes (the “Interpretation”). The Interpretation prescribes a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken by a filer in the filer’s tax return. The Interpretation is not expected to have a material effect on the fund’s financial statements. However, the conclusions regarding the Interpretation may be subject to review and adjustment at a later date based on factors including, but not limited to, further implementation guidance expected from the FASB, and on-going analysis of tax laws, regulations and interpretations thereof.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements (the “Standard”). The Standard defines fair value, sets out a framework for measuring fair value and requires additional disclosures about fair value measurements. The Standard applies to fair value measurements already required or permitted by existing standards. The Standard is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The Manager is currently evaluating what impact the adoption of the Standard will have on the fund’s financial statements.

Note 9 Subsequent events

On November 2, 2007, the Manager announced an initial distribution of the liquidation proceeds from the fund.

    Record  Payment 
Distributions  Ex Date  Date  Date 

$0.553 per share short-term capital gain       
$7.370 per share long-term capital gain       
$13.422 per share cash liquidating distribution       

$21.345 per share total  11/2/2007  11/2/2007  11/7/2007 

TH Lee, Putnam Emerging Opportunities Portfolio Annual Report October 31, 2007   21


Federal tax information

(Unaudited)

Pursuant to Section 852 of the Internal Revenue Code, as amended, the fund hereby designates $14,277,011 as long-term capital gain, for its taxable year ended October 31, 2007.

The fund designated 100% of ordinary income distributions as qualifying for the dividends received deduction for corporations.

For its tax year ended October 31, 2007, the fund hereby designates 100%, or the maximum amount allowable, of its taxable ordinary income distributions as qualified dividends taxed at the individual net capital gain rates.

The Form 1099 you receive in January 2008 will show the tax status of all distributions paid to your account in calendar 2007.

22   TH Lee, Putnam Emerging Opportunities Portfolio Annual Report October 31, 2007


Shareholder meeting results
(Unaudited)

May 15, 2007 meeting     

 
A proposal to approve a new management contract between the fund and TH Lee, Putnam Capital 
Management, LLC was approved as follows:   
 
Votes for  Votes against  Abstentions 

1,074,590  24,662  14,429 
 
October 18, 2007 meeting     

 
A proposal to liquidate and dissolve the fund pursuant to a plan of complete liquidation and 
dissolution was approved as follows:     
 
Votes for  Votes against  Abstentions 

1,156,766  42,684  9,211 
 
A proposal to eliminate the fund’s fundamental policy of making quarterly repurchase offers for its 
shares was approved as follows:     
 
Votes for  Votes against  Abstentions 

1,147,714  48,738  12,210 

All tabulations are rounded to the nearest whole number.

TH Lee, Putnam Emerging Opportunities Portfolio Annual Report October 31, 2007   23


Trustees and officers

A listing of the trustees of TH Lee, Putnam Investments Trust (the “Trust”) and the officers of the Fund and their business experience for the past five years follows. An asterisk(*) indicates trustees who are interested persons of the Fund (as defined by the 1940 Act). Unless otherwise noted, the address of each trustee and officer is one Post Office Square, Boston, Massachusetts 02109.

  Position(s) Held     
  with Fund During     
Name  the Past 5 Years    Principal Occupation(s) 

John A. Hill  Chairman and Trustee  Born 1942  Chairman and Trustee, Putnam 
      Funds (102 funds as of October 31, 
      2007), Vice-Chairman, First 
      Reserve Corporation (a private 
      equity buyout firm that specializes 
      in energy investments in the diver- 
      sified world-wide energy industry). 
      Director of Devon Energy 
      Corporation and Trustee of Sarah 
      Lawrence College. Formerly a 
      Director of Continuum Health 
      Partners of New York. 
Joseph L. Bower  Trustee  Born 1938  Baker Foundation Professor of 
      Business Administration, Harvard 
      Business School, and Chair of 
      The Corporate Leader Program. 
      Director, Anika Therapeutics, Inc., 
      Brown Shoe, Inc., Loews 
      Corporation, New America High 
      Income Fund and Sonesta 
      International Hotels Corporation. 
      Trustee of the New England 
      Conservatory of Music and of the 
      DeCordova Museum and Sculpture 
      Park. Prior to 2005, Director, ML- 
      Lee/Acquisition Funds. 

24   TH Lee, Putnam Emerging Opportunities Portfolio Annual Report October 31, 2007


Trustees and officers

  Position(s) Held     
  with Fund During     
Name  the Past 5 Years    Principal Occupation(s) 

Stephen B. Kay  Trustee  Born 1934  Senior Director of Goldman, Sachs 
      & Co. Trustee, Chairman of the 
      Investment Committee and Member 
      of the Executive & Finance 
      Committees of the Board of the 
      Dana-Farber Cancer Institute. 
      Director of Beth Israel Deaconess 
      Hospital. Member of the Dean’s 
      Advisory Council, Harvard School of 
      Public Health. Member of the Board 
      of Overseers of Harvard University 
      from 1994-1999. Former Chair of 
      the Board of Trustees and Member 
      of the Investment Committee, 
      Brandeis University. 
Linwood E. Bradford  President and  Born 1967  Senior Managing Director, 
  Principal Executive    Putnam Investments 
  Officer     
Steven D. Krichmar  Vice President and  Born 1958  Senior Managing Director, 
  Principal Financial    Putnam Investments 
  Officer     
Janet Smith  Vice President,  Born 1965  Managing Director, 
  Assistant Treasurer,    Putnam Investments 
  and Principal     
  Accounting Officer     
Susan Malloy  Vice President and  Born 1957  Managing Director, 
  Assistant Treasurer    Putnam Investments 

TH Lee, Putnam Emerging Opportunities Portfolio Annual Report October 31, 2007   25


Trustees and officers

  Position(s) Held     
  with Fund During     
Name  the Past 5 Years    Principal Occupation(s) 

James F. Clark  Vice President and  Born 1974  Vice President, Putnam 
  Assistant Clerk    Investments. Prior to 2003, 
      Associate, Ropes & Gray LLP. 
Amrit Kanwal  Vice President  Born 1965  Senior Managing Director, 
  and Treasurer    Putnam Investments 
Karen R. Kay  Vice President and  Born 1951  Managing Director, 
  Assistant Clerk    Putnam Investments 
James P. Pappas  Vice President  Born 1953  Managing Director, Putnam 
      Investments. During 2002, 
      Chief Operating Officer, Atalanta 
      Sosnoff Management Corporation. 
Robert R. Leveille  Vice President, Chief  Born 1969  Managing Director, Putnam 
  Compliance Officer,    Investments. From October 2002 to 
  and Assistant Clerk    June 2004, Member, Bell, Boyd & 
      Lloyd, L.L.C. From January 2001 to 
      September 2002, Vice President, 
      Liberty Funds Group. 
Francis J. McNamara, III  Vice President,  Born 1955  Senior Managing Director, Putnam 
  Chief Legal Officer,    Investments. Prior to 2004, General 
  and Clerk    Counsel of State Street Research & 
      Management Company 

26   TH Lee, Putnam Emerging Opportunities Portfolio Annual Report October 31, 2007


IMPORTANT NOTICE REGARDING DELIVERY OF SHAREHOLDER DOCUMENTS

In accordance with SEC regulations, Putnam sends a single copy of annual and semiannual shareholder reports, prospectuses, and proxy statements to Putnam shareholders who share the same address, unless a shareholder requests otherwise. If you prefer to receive your own copy of these documents, please call Putnam at 1-800-225-1581, and Putnam will begin sending individual copies within 30 days.

PROXY VOTING

TH Lee, Putnam Capital is committed to managing its mutual funds in the best interests of shareholders. The fund’s proxy voting guidelines and procedures, as well as information regarding how your fund voted proxies relating to portfolio securities during the 12-month period ended June 30, 2007, are available on the Putnam Individual Investor Web site, www.putnaminvestments.com/individual, and on the SEC’s Web site, www.sec.gov. If you have questions about finding forms on the SEC’s Web site, you may call the SEC at 1-800-SEC-0330. You may also obtain the fund’s proxy voting guidelines and procedures at no charge by calling Putnam’s Shareholder Services at 1-800-225-1581.

FUND PORTFOLIO HOLDINGS

The fund will file a complete schedule of its portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Shareholders may obtain the fund’s Forms N-Q on the SEC’s Web site at www.sec.gov. In addition, the fund’s Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. You may call the SEC at 1-800-SEC-0330 for information about the SEC’s Web site or the operation of the Public Reference Room.

TH Lee, Putnam Emerging Opportunities Portfolio Annual Report October 31, 2007   27


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28   TH Lee, Putnam Emerging Opportunities Portfolio Annual Report October 31, 2007



Fund information

Not FDIC Insured

May Lose Value

No Bank Guarantee

INVESTMENT MANAGER  Steven D. Krichmar 
  Vice President and Principal Financial Officer 
TH Lee, Putnam Capital Management, LLC 
One Post Office Square  Janet Smith 
Boston, MA 02109  Vice President, Assistant Treasurer, and 
  Principal Accounting Officer 
MARKETING SERVICES 
  Susan Malloy 
Putnam Retail Management, L.P.  Vice President and Assistant Treasurer 
One Post Office Square 
Boston, MA 02109  James F. Clark 
  Vice President and Assistant Clerk 
CUSTODIAN 
  Amrit Kanwal 
State Street Bank and Trust Company  Vice President and Treasurer 
 
LEGAL COUNSEL  Karen R. Kay 
  Vice President and Assistant Clerk 
Sullivan & Cromwell LLP 
  James P. Pappas 
INDEPENDENT REGISTERED PUBLIC  Vice President 
ACCOUNTING FIRM 
  Robert R. Leveille 
PricewaterhouseCoopers LLP  Vice President, Chief Compliance Officer, 
  and Assistant Clerk 
TRUSTEES 
  Francis J. McNamara, III 
John A. Hill  Vice President, Chief Legal Officer, and Clerk 
Chairman 
 
Joseph L. Bower 
Stephen B. Kay   
 
OFFICERS   
 
Linwood E. Bradford   
President and Principal Executive Officer   


TH Lee Putnam Capital

One Post Office Square
Boston, Massachusetts 02109

PRSRT STD
U.S. POSTAGE PAID
PUTNAM
INVESTMENTS

TH600 248367 12/07


Item 2. Code of Ethics:

(a) All officers of the Fund, including its principal executive, financial and accounting officers, are employees of TH Lee, Putnam Capital Management, LLC ("THLPCM") or its affiliate, Putnam Investment Management, LLC. As such, they are subject to a comprehensive Code of Ethics adopted and administered by THLPCM which is designed to protect the interests of the firm and its clients. In particular, the Code of Ethics of THLPCM provides that all officers of THLPCM are subject to the restrictions, limitations and reporting provisions of the Code of Ethics of Putnam Investments. In addition, the Fund has adopted a Code of Ethics which incorporates the Code of Ethics of THLPCM with respect to all of its officers and Trustees who are also officers, directors or employees of THLPCM or any of its affiliates. For this reason, the Fund has not adopted a separate code of ethics governing its principal executive, financial and accounting officers.

(c) In August 2007, the Code of Ethics of Putnam Investment Management, LLC (which is incorporated into the Code of Ethics of THLPCM) was amended to reflect the change in ownership of Putnam Investments Trust, the parent company of THLPCM and Putnam Investment Management, LLC, from Marsh & McLennan Companies, Inc. (“MMC”) to Great-West Lifeco Inc., a subsidiary of Power Financial Corporation. In addition to administrative and non-substantive changes, the Putnam Investment Management, LLC Code of Ethics was amended to remove a prohibition, which applied to members of Putnam Investments’ Executive Board and senior members of the staff of the Chief Financial Officer of Putnam Investments, on transactions in MMC securities during the period between the end of a calendar quarter and the public announcement of MMC’s earnings for that quarter.

Item 3. Audit Committee Financial Expert:

The Fund's Audit Committee is comprised solely of Trustees who are "independent" (as such term has been defined by the Securities and Exchange Commission ("SEC") in regulations implementing Section 407 of the Sarbanes-Oxley Act (the "Regulations")). The Trustees believe that each of the members of the Audit Committee also possess a combination of knowledge and experience with respect to financial accounting matters, as well as other attributes, that qualify them for service on the Committee. In addition, the Trustees have determined that Mr. Hill qualifies as an "audit committee financial expert" (as such term has been defined in the Regulations). The SEC has stated that the designation or identification of a person as an audit committee financial expert pursuant to this Item 3 of Form N-CSR does not impose on such person any duties, obligations or liability that are greater than the duties, obligations and liability imposed on such person as a member of the Audit Committee and Board of Trustees in the absence of such designation or identification.

Item 4. Principal Accountant Fees and Services:

The following table presents fees billed in each of the last two fiscal years for services rendered to the fund by the fund’s independent auditors:

Fiscal  Audit  Audit-Related  Tax  All Other 
year ended  Fees  Fees  Fees  Fees 
 
October 31, 2007  $ 47,200  $--  $ 9,800  $-- 
October 31, 2006  $ 47,800  $--  $ 4,200  $-- 

For the fiscal years ended October 31, 2007 and October 31, 2006, the fund’s independent auditors billed aggregate non-audit fees in the amounts of $115,007 and $227,912 respectively, to the fund, Putnam Management and any entity controlling, controlled by or under common control with Putnam Management that provides ongoing services to the fund.


Audit Fees represents fees billed for the fund’s last two fiscal years.

Audit-Related Fees represents fees billed in the fund’s last two fiscal years for services traditionally performed by the fund’s auditor, including accounting consultation for proposed transactions or concerning financial accounting and reporting standards and other audit or attest services not required by statute or regulation.

Tax Fees represent fees billed in the fund’s last two fiscal years for tax compliance, tax planning and tax advice services. Tax planning and tax advice services include assistance with tax audits, and requests for rulings or technical advice from taxing authorities.

Pre-Approval Policies of the Audit Committee. The Audit Committee of the fund has determined that, as a matter of policy, all work performed for the fund by the fund’s independent auditors will be pre-approved by the Committee and will generally not be subject to pre-approval procedures.

Under certain circumstances, the Audit Committee believes that it may be appropriate for TH Lee, Putnam Capital Management, LLC (“TH Lee, Putnam Capital”) and certain of its affiliates to engage the services of the fund’s independent auditors, but only after prior approval by the Committee. Any such requests are typically submitted in writing to the Committee and explain, among other things, the nature of the proposed engagement, the estimated fees, and why this work should be performed by that particular audit firm as opposed to another one. In reviewing such requests, the Committee considers, among other things, whether the provision of such services by the audit firm are compatible with the independence of the audit firm.

The Committee has had a general policy to pre-approve the independent auditor’s engagements for non-audit services with the fund, TH Lee Putnam Capital and any entity controlling, controlled by or under common control with TH Lee, Putnam Capital that provides ongoing services to the fund.

The following table presents fees billed by the fund’s principal auditor for services required to be approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X.

Fiscal year  Audit-Related  Tax  All Other  Total 
ended  Fees  Fees  Fees  Non-Audit Fees 
 
October 31, 2007  $--  $28,129  $--  $-- 
October 31, 2006  $--  $95,192  $--  $-- 
 
Item 5. Audit Committee       

(a) The fund has a separately-designated audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended. The Audit Committee of the fund's Board of Trustees is composed of the following persons:

Stephen B. Kay (Chairperson)
John A. Hill
Joseph L. Bower

(b) Not applicable

Item 6. Schedule of Investments:

Not applicable.


Item 7. Disclosure of Proxy Voting Policies and Procedures For Closed-End Management Investment Companies:

The Fund has adopted the Proxy Voting Procedures and Proxy Voting Guidelines of Putnam Investments (an affiliate of THLPCM) for purposes of exercising its rights with respect to voting securities owned by the Fund.

September 25, 2007

Putnam Investments

Proxy Voting Procedures

Introduction and Summary

Many of Putnam’s investment management clients have delegated to Putnam the authority to vote proxies for shares in the client accounts Putnam manages. Putnam believes that the voting of proxies can be an important tool for institutional investors to promote best practices in corporate governance and votes all proxies in the best interests of its clients as investors. In Putnam’s view, strong corporate governance policies, most notably oversight by an independent board of qualified directors, best serve investors’ interests. Putnam will vote proxies and maintain records of voting of shares for which Putnam has proxy voting authority in accordance with its fiduciary obligations and applicable law.

This memorandum sets forth Putnam’s policies for voting proxies. It covers all accounts for which Putnam has proxy voting authority. These accounts are primarily US and international institutional accounts managed by The Putnam Advisory Company, L.L.C. and Putnam Fiduciary Trust Company. In addition the policies include sub-advised US mutual funds and smaller separate accounts managed under ‘wrap fee’ programs by Putnam Investment Management, L.L.C., as well as Canadian funds managed by Putnam Investments, Inc. and sub-advised by The Putnam Advisory Company, LLC. In addition, this memorandum sets forth Putnam’s procedures for coordination of proxy voting for the Putnam mutual funds. The Trustees of the Putnam mutual funds have retained authority for voting proxies but refer many proxy issues to Putnam’s investment professionals for advice.

Proxy Committee

Putnam has a Proxy Committee composed of senior professionals in the Investment Division. The heads of the


Investment Division appoint the members of the Proxy Committee. The Proxy Committee is responsible for setting general policy as to proxies. Specifically, the Committee:

1. reviews these procedures and the Proxy Guidelines annually and approves any amendments considered to be advisable.

2 considers special proxy issues as they may from time to time arise.

Proxy Voting Administration

The Putnam Legal and Compliance Department administers Putnam’s proxy voting through a Proxy Manager. (The Proxy Manager as of the date of these procedures is Victoria Card). Under the supervision of senior members of the Legal and Compliance Department the Proxy Manager has the following duties:

1. annually prepares the Proxy Guidelines and distributes them to the Proxy Committee for review.

2. coordinates the Proxy Committee’s review of any new or unusual proxy issues.

3. manages the process of referring issues to portfolio managers for voting instructions.

4. oversees the work of any third party vendor hired to process proxy votes (as of the date of these procedures Putnam has engaged Institutional Shareholder Services to process proxy votes) and the process of setting up the voting process with ISS and custodial banks for new clients.

5. coordinates responses to investment professionals’ questions on proxy issues and proxy policies, including forwarding specialized proxy research from ISS and other vendors and forwards information to investment professionals prepared by other areas at Putnam.

6. maintains required records of proxy votes on behalf of the appropriate Putnam client accounts.

7. prepares and distributes reports required by Putnam clients.

Proxy Voting Guidelines


Putnam maintains written voting guidelines (“Guidelines”) setting forth voting positions determined by the Proxy Committee on those issues believed most likely to arise day to day. The Guidelines may call for votes to be cast normally in favor of or opposed to a matter or may deem the matter an item to be referred to investment professionals on a case by case basis. A copy of the Guidelines is attached to this memorandum as Exhibit A.

Putnam will vote all proxies in accordance with the Guidelines subject to two exceptions as follows:

1. If the portfolio managers of client accounts holding the stock of a company with a proxy vote believe that following the Guidelines in any specific case would not be in clients’ best interests, they may request the Proxy Manager not to follow the guidelines in such case. The request must be in writing and include an explanation of the rationale for doing so. The Proxy Manager will review any such request with a senior member of the Legal and Compliance Department prior to implementing the request.

2. For clients with plan assets subject to ERISA, under rules of the U. S. Department of Labor (“DOL”) Putnam may accept instructions to vote proxies in accordance with AFL-CIO proxy voting guidelines, in lieu of Putnam’s regular proxy voting guidelines. However, when in Putnam’s judgment voting in accordance with the AFL-CIO guidelines would be inconsistent with ERISA, Putnam will not vote in accordance with those guidelines. Putnam will use the Proxy Voter Services U.S. Proxy Voting Policy Statement and Guidelines to implement voting under the AFL-CIO guidelines. For clients not subject to ERISA, Putnam may accept instructions to vote proxies under client specific guidelines subject to review and acceptance by the Investment Division and the Legal and Compliance Department.

Other

1. Putnam will not vote when the security is no longer held.

2. Putnam will abstain on items that require case-by-case review when a vote recommendation from the appropriate investment professional(s) cannot be obtained due to restrictive voting deadlines or other prohibitive operational or administrative requirements.

3. Putnam does not have voting authority and therefore does not cast votes for meetings of client cash investment vehicles.

Proxy Voting Referrals


Under the Guidelines, certain proxy matters will be referred to the Investment Division. The Putnam mutual funds maintain similar proxy procedures which require certain matters to be referred to the investment professionals. The Putnam Proxy Manager and Putnam Funds Proxy Coordinator will coordinate efforts so that in cases where both are referring matters, only one referral will be sent out. Normally specific referral items will be referred to the portfolio team leader (or another member of the portfolio team he or she designates) whose accounts hold the greatest number of shares of the issuer of the proxies using the attached Proxy Voting Recommendation Form. (attached as Exhibit B). The Proxy Voting Recommendation Form contains (1) a field that will be used by the portfolio team leader or member for recommending a vote on each referral item, and (2) a field for describing any contacts relating to the proxy referral item the portfolio te am may have had with any Putnam employee outside Putnam’s Investment Division or with any person other than a proxy solicitor acting in the normal course of proxy solicitation.

The portfolio team leader or members who have been requested to provide a recommendation on a proxy referral item will return a completed Proxy Voting Recommendation Form. Upon receiving each completed Proxy Voting Recommendation Form received from the Investment Division, the form will be reviewed by the Proxy Manager or the Putnam Funds Proxy Coordinator to be sure it has been completed correctly. If not, the Putnam Manager or Putnam Funds Proxy Coordinator will follow up with representatives of the Investment Division to be sure the form is completed correctly.

Conflicts of Interest

A potential conflict of interest may arise when voting proxies of an issuer which has a significant business relationship with Putnam. For example, Putnam could manage a defined benefit or defined contribution pension plan for the issuer. Putnam’s policy is to vote proxies based solely on the investment merits of the proposal. In order to guard against conflicts the following procedures have been adopted:

1. The Proxy Committee is composed solely of professionals in the Investment Division. Proxy administration is in the Legal and Compliance Department. Neither the Investment Division nor the Legal and Compliance Department report to Putnam’s marketing businesses.

2. No Putnam employee outside the Investment Division may contact any portfolio manager about any proxy vote without first contacting the Proxy Manager or a senior lawyer in the Legal and Compliance Department. There is no prohibition on Putnam employees seeking to communicate investment related information to investment professionals. However, the Proxy Manager will coordinate the delivery of such information to investment professionals to avoid appearances of conflict.


3. Investment professionals responding to referral requests must disclose any contacts with third parties other than normal contact with proxy solicitation firms.

4. The Proxy Manager will review the name of the issuer of each proxy that contains a referral item against a list of Putnam business relationships maintained by the Legal and Compliance Department for potential material business relationships (i.e., conflicts of interest). For referrals involving the Putnam mutual funds, the Proxy Manager will fill out the Proxy Voting Conflict of Interest Disclosure Form (attached as Exhibit C and D) and deliver it to Putnam Fund Administration. For referrals not involving Putnam mutual funds, the Proxy Manager will prepare a quarterly report for the Chief Compliance Officer.

5. Putnam’s Proxy Voting Guidelines may only be overridden with the written recommendation of the Investment Division and concurrence of the Legal and Compliance Department.

Recordkeeping

The Legal and Compliance Department will retain copies of the following books and records:

1. A copy of Proxy Procedures and Guidelines as are from time to time in effect;

2. A copy of each proxy statement received with respect to securities in client accounts;

3. Records of each vote cast for each client;

4. Internal documents generated in connection with a proxy referral to the Investment Division such as emails, memoranda etc.

5. Written reports to clients on proxy voting and of all client requests for information and Putnam’s response.

All records will be maintained for seven years. A proxy vendor will maintain the records noted in 2 and 3 above if it commits to providing copies promptly upon request.


Exhibit A to Proxy Procedures

Putnam Investments Proxy Voting Guidelines

The proxy voting guidelines below summarize Putnam’s positions on various issues of concern to investors and indicate how client portfolio securities will be voted on proposals dealing with a particular issue. The proxy voting service is instructed to vote all proxies relating to client portfolio securities in accordance with these guidelines, except as otherwise instructed by the Proxy Manager.

These proxy voting policies are intended to be decision making guidelines. The guidelines are not exhaustive and do not include all potential voting issues. In addition, as contemplated by and subject to Putnam’s Proxy Voting Procedures, because proxy issues and the circumstances of individual companies are so varied, portfolio teams may recommend votes that may vary from the general policy choices set forth in the guidelines.

The following guidelines are grouped according to the types of proposals generally presented to shareholders. Part I deals with proposals which have been approved and recommended by a company’s board of directors. Part II deals with proposals submitted by shareholders for inclusion in proxy statements. Part III addresses unique considerations pertaining to non US issuers.

I. Board-Approved Proposals

Proxies will be voted for board-approved proposals, except as follows:

A. Matters Relating to the Board of Directors

Uncontested Election of Directors

The board of directors has the important role of overseeing management and its performance on behalf of shareholders. Proxies will be voted for the election of the company’s nominees for directors and for board-approved proposals on other matters relating to the board of directors (provided that such nominees and other matters have been approved by an independent nominating committee), except as follows:

Ø Putnam will withhold votes for the entire board of directors if:

* The board does not have a majority of independent directors,

* The board does not have nominating, audit and compensation committees composed solely of independent directors,


 *  The board has more than 19 members or fewer than five members, absent special circumstances.

  *  The board has not acted to implement a policy requested in a shareholder proposal that received the support of a majority of the votes actually cast on the matter at its previous two annual meetings, or
   
 
*  The board adopted or renewed a shareholder rights plan (commonly referred to as a “poison pill”) without shareholder approval during the current or prior calendar year.

Unless otherwise indicated, for the purposes of determining whether a board has a majority of independent directors and independent nominating, audit, and compensation committees, an independent director is a director who (1) meets all requirements to serve as an independent director of a company under the final NYSE Corporate Governance Rules (e.g., no material business relationships with the company and no present or recent employment relationship with the company (including employment of an immediate family member as an executive officer)), and (2) has not accepted directly or indirectly any consulting, advisory, or other compensatory fee (excluding immaterial fees for transactional services as defined by the NYSE Corporate Governance rules) from the company other than in his or her capacity as a member of the bo ard of directors or any board committee. Putnam believes that the receipt of such compensation for services other than service as a director raises significant independence issues.

Ø Putnam will withhold votes for any nominee for director who has received compensation from the company for the provision of professional services (e.g., investment banking, consulting, legal or financial advisory fees).

Ø Putnam will withhold votes for any nominee for director who attends less than 75% of board and committee meetings without valid reasons for the absences (i.e., illness, personal emergency, etc.).

Putnam is concerned about over-committed directors. In some cases, directors may serve on too many boards to make a meaningful contribution. This may be particularly true for senior executives of public companies (or other directors with substantially full-time employment) who serve on more than a few outside boards.

Ø Putnam will withhold votes for any nominee for director of a public company (Company A) who is employed as a senior executive of another public company (Company B) if a director of Company B serves as a senior executive of Company A (commonly referred to as an “interlocking directorate”), or

Ø Putnam will withhold votes for any nominee for director who serves on more than five (5) unaffiliated public company boards (for the purpose of


this guideline, boards of affiliated registered investment companies will count as one board).

Board independence depends not only on its members’ individual relationships, but also the board’s overall attitude toward management. Independent boards are committed to good corporate governance practices and, by providing objective independent judgment, enhancing shareholder value. Putnam may withhold votes on a case-by-case basis from some or all directors that, through their lack of independence, have failed to observe good corporate governance practices or, through specific corporate action, have demonstrated a disregard for the interest of shareholders.

Classified Boards

Ø Putnam will vote against proposals to classify a board, absent special circumstances indicating that shareholder interests would be better served by this structure.

Contested Elections of Directors

Ø Putnam will vote on a case-by-case basis in contested elections of directors.

B. Executive Compensation

Putnam will vote on a case-by-case basis on board-approved proposals relating to executive compensation, except as follows:

Ø Putnam will vote for stock option and restricted stock plans that will result in an average annual dilution of 1.67% or less (based on the disclosed term of the plan and including all equity-based plans), except where Putnam would otherwise be withholding votes for the entire board of directors in which case Putnam will evaluate the plans on a case-by-case basis.

Ø Putnam will vote against stock option and restricted stock plans that will result in an average annual dilution of greater than 1.67% (based on the disclosed term of the plan and including all equity plans).

Ø Putnam will vote against any stock option or restricted stock plan where the company's actual grants of stock options and restricted stock under all equity-based compensation plans during the prior three (3) fiscal years have resulted in an average annual dilution of greater than 1.67%.

Ø Putnam will vote against stock option plans that permit replacing or repricing of underwater options (and against any proposal to authorize such replacement or repricing of underwater options).


Ø Putnam will vote against stock option plans that permit issuance of options with an exercise price below the stock’s current market price.

Ø Putnam will withhold votes for members of a Board of Directors which has approved compensation arrangements Putnam’s portfolio teams have determined are grossly unreasonable at the next election at which such director is up for reelection. This list will normally be determined in an annual review of the issue in Putnam’s investment division.

Ø Putnam will vote for employee stock purchase plans that have the following features: (1) the shares purchased under the plan are acquired for no less than 85% of their market value, (2) the offering period under the plan is 27 months or less, and (3) dilution is 10% or less), except where Putnam would otherwise be withholding votes for the entire board of directors in which case Putnam will evaluate the plans on a case-by-case basis.

Ø Putnam will vote for Non-qualified Employee Stock Purchase Plans with all the following features:

1) Broad-based participation (i.e., all employees of the company with the exclusion of individuals with 5 percent or more of beneficial ownership of the company).

2) Limits on employee contribution, which may be a fixed dollar amount or expressed as a percent of base salary.

3) Company matching contribution up to 25 percent of employee's contribution, which is effectively a discount of 20 percent from market value.

4) No discount on the stock price on the date of purchase since there is a company matching contribution.

Putnam will vote against Non-qualified Employee Stock Purchase Plans when any of the plan features do not meet the above criteria.

Putnam may vote against executive compensation proposals on a case-by-case basis where compensation is excessive by reasonable corporate standards, or where a company fails to provide transparent disclosure of executive compensation. In voting on proposals relating to executive compensation, Putnam will consider whether the proposal has been approved by an independent compensation committee of the board.

C. Capitalization

Putnam will vote on a case-by-case basis on board-approved proposals involving changes to a company’s capitalization, except as follows:


Ø Putnam will vote for proposals relating to the authorization of additional common stock (except where such proposals relate to a specific transaction).

Ø Putnam will vote for proposals to affect stock splits (excluding reverse stock splits.)

Ø Putnam will vote for proposals authorizing share repurchase programs.

D. Acquisitions, Mergers, Reorganizations and Other Transactions

Putnam will vote on a case-by-case basis on business transactions such as acquisitions, mergers, reorganizations involving business combinations, liquidations and sale of all or substantially all of a company’s assets.

E. Anti-Takeover Measures

Putnam will vote against board-approved proposals to adopt anti-takeover measures such as supermajority voting provisions, issuance of blank check preferred stock and the creation of a separate class of stock with disparate voting rights, except as follows:

Ø Putnam will vote on a case-by-case basis on proposals to ratify or approve shareholder rights plans; and

Ø Putnam will vote on a case-by-case basis on proposals to adopt fair price provisions.

F. Other Business Matters

Putnam will vote for board-approved proposals approving routine business matters such as changing the company’s name, ratifying the appointment of auditors and procedural matters relating to the shareholder meeting, except as follows:

Ø Putnam will vote on a case-by-case basis on proposals to amend a company’s charter or bylaws (except for charter amendments necessary or to effect stock splits to change a company’s name or to authorize additional shares of common stock).

Ø Putnam will vote on a case-by-case basis on proposals seeking to change a company’s state of incorporation.


Ø Putnam will vote against authorization to transact other unidentified, substantive business at the meeting.

Ø Putnam will vote as follows on proposals to adjourn shareholder meetings:

If Putnam is withholding support for the board of the company at the meeting, any proposal to adjourn should be referred for case-by-case analysis.

If Putnam is not withholding support for the board, Putnam will vote in favor of adjourning, unless the vote concerns one of the issues listed below, in which case the vote is on a case-by-case basis.

US Capital Issues

1. Merger Acquisition/Acquisition

2. Approve Recapitalization

3. Approve restructuring

4 Approve bankruptcy restructuring

5. Approve liquidation

6 Approve leveraged buyout

7. Approve Spin-off

Non-US

1. Amend Articles regarding issuance of capital

2. Amend articles - treasury shares

3. Authorize creation of preferred stock

4. Approve Issuance of preferred stock

II. Shareholder Proposals

Putnam will vote in accordance with the recommendation of the company’s board of directors on all shareholder proposals, except as follows:

Ø Putnam will vote for shareholder proposals to declassify a board, absent special circumstances which would indicate that shareholder interests are better served by a classified board structure.

Ø Putnam will vote for shareholder proposals to require shareholder approval of shareholder rights plans.

Ø Putnam will vote for shareholder proposals that are consistent with Putnam’s proxy voting guidelines for board-approved proposals.


Ø Putnam will vote for shareholder proposals asking that director nominees receive support from holders of a majority of votes cast or a majority of shares outstanding of the company in order to be (re) elected.

Ø Putnam will review on a case-by-case basis, shareholder proposals requesting that the board adopt a policy whereby, in the event of a significant restatement of financial results or significant extraordinary write-off, the board will recoup, to the fullest extent practicable, for the benefit of the company, all performance-based bonuses or awards that were made to senior executives based on having met or exceeded specific performance targets to the extent that the specified performance targets were not met.

Ø Putnam will vote for shareholder proposals urging the board to seek shareholder approval of any future supplemental executive retirement plan ("SERP"), or individual retirement arrangement, for senior executives that provides credit for additional years of service not actually worked, preferential benefit formulas not provided under the company's tax-qualified retirement plans, accelerated vesting of retirement benefits or retirement perquisites and fringe benefits that are not generally offered to other company employees. (Implementation of this policy shall not breach any existing employment agreement or vested benefit.)

Ø Putnam will vote for shareholder proposals requiring companies to report on their executive retirement benefits. (Deferred compensation, split-dollar life insurance, SERPs and pension benefits)

Ø Putnam will vote for shareholder proposals requesting that a company establish a pay-for-superior-performance standard whereby the company discloses defined financial and/or stock price performance criteria (along with the detailed list of comparative peer group) to allow shareholders to sufficiently determine the pay and performance correlation established in the company’s performance-based equity program. In addition, no multi-year award should be paid out unless the company’s performance exceeds, during the current CEO’s tenure (three or more years), its peer median or mean performance on selected financial and stock price performance criteria.

Ø Putnam will vote for shareholder proposals urging the board to disclose in a separate report to shareholders, the Company’s relationships with its executive compensation consultants or firms. Specifically, the report should identify the entity that retained each consultant (the company, the board or the compensation committee) and the types of services provided by the consultant in the past five years (non-compensation-related services to the company or to senior managements and a list of all public company clients where the Company’s executives serves as a director.)


Ø Putnam will vote for shareholder proposals that require payment of management severance agreements to be triggered only when both of the following conditions exist:

1. the Company undergoes a change of control and,

2. this change results in a loss of employment for the effected employee.

Conversely, Putnam is against payment of change in control severance if management will be compensated by the resulting organization. Such compensation may be grounds for nomination to Putnam's excessive compensation policy procedure.

III. Voting Shares of Non-US Issuers

Putnam recognizes that the laws governing non-US issuers will vary significantly from US law and from jurisdiction to jurisdiction. Accordingly it may not be possible or even advisable to apply these guidelines mechanically to non-US issuers. However, Putnam believes that shareholders of all companies are protected by the existence of a sound corporate governance and disclosure framework. Accordingly, Putnam will vote proxies of non-US issuers in accordance with the foregoing guidelines where applicable, except as follows:

Ø Putnam will vote for shareholder proposals calling for a majority of the directors to be independent of management.

Ø Putnam will vote for shareholder proposals seeking to increase the independence of board nominating, audit and compensation committees.

Ø Putnam will vote for shareholder proposals that implement corporate governance standards similar to those established under U.S. federal law and the listing requirements of U.S. stock exchanges, and that do not otherwise violate the laws of the jurisdiction under which the company is incorporated.

Ø Putnam will vote on case-by-case basis on proposals relating to (1) the issuance of common stock in excess of 20% of a company’s outstanding common stock where shareholders do not have preemptive rights, or (2) the issuance of common stock in excess of 100% of a company’s outstanding common stock where shareholders have preemptive rights.

Ø Putnam will vote for board-approved routine, market-practice proposals. These proposals are limited to (1) those issues that will have little or no economic impact, such as technical, editorial, or mandatory regulatory compliance items, (2) those issues that will not adversely affect and/or which clearly improve shareholder rights/values, and which do not violate Putnam’s proxy voting guidelines, or (3) those issues that do not seek to deviate from existing laws or


regulations. Should any unusual circumstances be identified concerning a normally routine issue, such proposals will be referred back to Putnam for internal review.

Ø Putnam will normally vote for management proposals concerning allocation of income and the distribution of dividends. However, Putnam portfolio teams will override this guideline when they conclude that the proposals are outside the market norms (i.e., those seen as consistently and unusually small or large compared to market practices).

Many non-US jurisdictions impose material burdens on voting proxies. There are three primary types of limits as follows:

(1) Share blocking. Shares must be frozen for certain periods of time to vote via proxy.

(2) Share re-registration. Shares must be reregistered out of the name of the local custodian or nominee into the name of the client for the meeting and, in may cases, then reregistered back. Shares are normally blocked in this period.

(3) Powers of Attorney. Detailed documentation from a client must be given to the local sub-custodian. In many cases Putnam is not authorized to deliver this information or sign the relevant documents.

Putnam’s policy is to weigh the benefits to clients from voting in these jurisdictions against the detriments of doing so. For example, in a share blocking jurisdiction, it will normally not be in a client’s interest to freeze shares simply to participate in a non contested routine meeting. More specifically, Putnam will normally not vote shares in non-US jurisdictions imposing burdensome proxy voting requirements except in significant votes (such as contested elections and major corporate transactions) where directed by portfolio managers.

Japan

A. Matters Relating to the Board of Directors

For companies that have established a U.S.-style corporate structure, Putnam will withhold votes for the entire board of directors if:

* the board does not have a majority of outside directors,

* the board has not established nominating and compensation committees composed of a majority of outside directors, or


* the board has not established an audit committee composed of a majority of independent directors.

Putnam will withhold votes for the appointment of members of a company’s board of statutory auditors if a majority of the members of the board of statutory auditors is not independent.

Putnam may generally vote against the entire board of directors where the company has not put an “advance warning-type” poison pill to shareholder vote. However, these elections will be evaluated on a company specific basis, taking into consideration such factors as details of the rights plan, management’s track record and the company’s overall performance.

Commentary:

Board structure: Recent amendments to the Japanese Commercial Code give companies the option to adopt a U.S.-style corporate structure (i.e., a board of directors and audit, nominating, and compensation committees). Putnam will vote for proposals to amend a company’s articles of incorporation to adopt the U.S.-style corporate structure.

Definition of outside director and independent director: Corporate governance principles in Japan focus on the distinction between outside directors and independent directors. Under these principles, an outside director is a director who is not and has never been a director, executive, or employee of the company or its parent company, subsidiaries or affiliates. An outside director is “independent” if that person can make decisions completely independent from the managers of the company, its parent, subsidiaries, or affiliates and does not have a material relationship with the company (i.e., major client, trading partner, or other business relationship; familial relationship with current director or executive; etc.). The guidelines have incorporated these definitions in applying the board independence standards above.

B. Article Amendments

Ø Putnam will vote for article amendments seeking to adopt U.S.-Style “Board with Committees” Structure. However, the independence of the outside directors is critical to effective corporate governance under this new system. Putnam will, therefore, scrutinize the backgrounds of the outside director nominees at such companies, and will vote against the amendment where Putnam believes the board lacks the necessary level of independence from the company or a substantial shareholder.

Ø Putnam will vote against amendments to lower the quorum requirement. However, where the Putnam portfolio teams believe a company takes concrete steps to improve shareholder participation – such as releasing proxy materials


early, holding the AGM on a day other than the peak date, and accepting proxy votes over the Internet – or where the company proposes to safeguard shareholder interests by appointing independent directors, Putnam may vote for lowering the quorum requirement.

Ø Putnam will vote for amendments to reduce director’s term in office because Putnam supports annual elections for directors.

Ø Putnam will vote for amendments to extend internal auditors’ term in office: Companies that choose to maintain the existing statutory auditor system must amend their articles to extend the internal auditors' term in office from three years to four years. This is one of several moves to strengthen the functioning of the board of internal auditors included in a recent amendment to the Commercial Code.

Ø Putnam will vote for requests to expand the board although this guideline may be overridden if the portfolio team concludes the expansion is clearly disproportionate to the growth in the scale of the business.

Ø Putnam will vote for amendments to introduce independent auditor provisions. Japanese law requires companies over a certain asset size to appoint an internal auditor board with at least three members, a majority of whom must be designated as independent. All major companies have already done this, but companies reaching the size threshold for the first time will need to amend their articles for this purpose.

Ø Putnam will vote on a case-by-case basis on amendments to expand business lines.

Ø Putnam will vote for amendments that seek to clarify director authorities. This refers to the clarification of succession among board members in the event of death or incapacitation of a board member, usually the chairman or president; or to a clarification regarding which director shall convene and preside over board or shareholder meetings.

Ø Putnam will vote for amendments seeking to cancel year-end book closure. As Japan moves to an electronic share trading and settlement environment (JASDEC), the need to close share registers for up to a month at a time around record dates to clarify ownership is no longer necessary, as shares can be reregistered electronically in a matter of minutes.

Ø Putnam will vote for amendments seeking to introduce JASDEC provisions. This allows the company to participate in Japan’s automated trading and settlement system, shortening settlement times significantly. Newly-listed companies will frequently propose to introduce these provisions to their articles.


Ø Putnam will vote on a case-by-case basis on granting the board the authority to repurchase shares at its discretion.

C. Compensation Related Matters

Ø Putnam will vote against option plans which allow the grant of options to suppliers, customers, and other outsiders.

Ø Putnam will vote against stock option grants to independent internal statutory auditors. The granting of stock options to internal auditors, at the discretion of the directors, can compromise the independence of the auditors and provide incentives to ignore accounting problems, which could affect the stock price over the long term.

Ø Putnam will vote against the payment of retirement bonuses to directors and statutory auditors when one or more of the individuals to whom the grants are being proposed has not served in an executive capacity for the company. Putnam will also vote against payment of retirement bonuses to any directors or statutory auditors who have been designated by the company as independent. Retirement bonus proposals are all-or-nothing, meaning that split votes against individual payments cannot be made. If any one individual does not meet Putnam’s criteria, Putnam w ill vote against the entire bundled item.

D. Other Business Matters

Ø Putnam votes for mergers by absorptions of wholly-owned subsidiaries by their parent companies. These deals do not require the issuance of shares, and do not result in any dilution or new obligations for shareholders of the parent company. These transactions are routine.

Ø Putnam will vote for the acquisition if it is between parent and wholly-owned subsidiary.

Ø Putnam will vote for the formation of a holding company, if routine. Holding companies are once again legal in Japan and a number of companies, large and small, have sought approval to adopt a holding company structure. Most of the proposals are intended to help clarify operational authority for the different business areas in which the company is engaged, and promote effective allocation of corporate resources. As most of the reorganization proposals do not entail any share issuances or any change in shareholders’ ultimate ownership interest in the operating units, Putnam will treat most such proposals as routine.

Ø Putnam will vote against proposals that authorize the board to vary the AGM record date.


Ø Putnam will vote for proposals to abolish the retirement bonus system

Ø Putnam will vote for board-approved director/officer indemnification proposals

Ø Putnam will vote on a case-by-case basis on private placements (Third-party share issuances). Where Putnam views the share issuance necessary to avoid bankruptcy or to put the company back on solid financial footing, Putnam will generally vote for. When a private placement allows particular shareholder to obtain a controlling stake in the company at a discount to market prices, or where the private placement otherwise disadvantages ordinary shareholders, Putnam will vote against< /U>.

Ø Putnam will vote on a case-by-case basis on proposals to ratify or approve shareholder rights plans (poison pills)

Ø Putnam will vote against proposals to allow the board to decide on income allocation without shareholder vote.

Ø Putnam will vote against proposals to limit the liability of External Audit Firms (“Accounting Auditors”)

Ø Putnam will vote for proposals to prohibit odd-lot holders from filing shareholder lawsuits.

Ø Putnam will vote against proposals seeking a reduction in board size that eliminates all vacant seats.

Ø Putnam may generally vote against proposals seeking an increase in authorized capital that leaves the company with as little as 25 percent of the authorized capital outstanding. (general request) However, such proposals will be evaluated on a company specific basis, taking into consideration such factors as current authorization outstanding, existence (or lack thereof) of preemptive rights and rationale for the increase.

Korea

Putnam will withhold votes for the entire board of directors if:

* the board does not have a majority of outside directors,

* the board has not established a nominating committee composed of at least a majority of outside directors, or

* the board has not established an audit committee composed of at least three members and in which at least two-thirds of its members are outside directors.


Commentary: For purposes of these guideline, an “outside director” is a director that is independent from the management or controlling shareholders of the company, and holds no interests that might impair performing his or her duties impartially from the company, management or controlling shareholder. In determining whether a director is an outside director, Putnam will also apply the standards included in Article 415-2(2) of the Korean Commercial Code (i.e., no employment relationship with the company for a period of two years before serving on the committee, no director or employment relationship with the company’s largest shareholder, etc.) and may consider other business relationships that would affect the independence of an outside director.

United Kingdom

Putnam will withhold votes for the entire board of directors if:

* the board does not have at least a majority of independent non-executive directors (in the case of smaller companies as defined by the UK’s Combined Code on Corporate     Governance, boards should include at least two independent NEDs),

* the board has not established a nomination committee composed of a majority of independent non-executive directors, or

* the board has not established compensation and audit committees composed of (1) at least three directors (in the case of smaller companies, as defined by the UK’s Combined Code on Corporate Governance, two directors) and (2) solely of independent non-executive directors.

Putnam will withhold votes for any nominee for director who has received compensation from the company for the provision of professional services (e.g., investment banking, consulting, legal or financial advisory fees).

Commentary:

Application of guidelines: Although the UK’s Combined Code on Corporate Governance (“Combined Code”) has adopted the “comply and explain” approach to corporate governance, Putnam believes that the guidelines discussed above with respect to board independence standards are integral to the protection of investors in UK companies. As a result, these guidelines will be applied in a prescriptive manner.

Definition of independence: For the purposes of these guidelines, a non-executive director shall be considered independent if the director meets the independence standards in section A.3.1 of the Combined Code (i.e., no material business or employment relationships with the company, no remuneration from the company for non-board services, no close family ties with senior employees or directors of the company, etc.), except that Putnam does not view service on the board for more than nine years as affecting a director’s independence.


Smaller companies: A smaller company is one that is below the FTSE 350 throughout the year immediately prior to the reporting year.

Canada

In January 2004, Canadian securities regulators issued proposed policies that would impose new corporate governance requirements on Canadian public companies. The recommended practices contained in these new corporate governance requirements mirror corporate governance reforms that have been adopted by the NYSE and other U.S. national securities exchanges and stock markets. As a result, Putnam will vote on matters relating to the board of directors of Canadian issuers in accordance with the guidelines applicable to U.S. issuers.

Commentary: Like the UK’s Combined Code, the proposed policies on corporate governance issued by Canadian securities regulators embody the “comply and explain” approach to corporate governance. Because Putnam believes that the board independence standards contained in the proxy voting guidelines are integral to the protection of investors in Canadian companies, these standards will be applied in a prescriptive manner.

Putnam will vote against the entire slate of director nominees, if the slate is bundled as one proposal, if Putnam would otherwise be withholding from any one director nominee.

Putnam will vote against the directors in instances where the company has not disclosed the number of outside boards that directors sit on.

Hong Kong

Proposal: Request for authority to issue shares without preemptive rights up to 20 percent of current outstanding share capital. These annual requests are made because the company's authority to issue shares generally expires with the convening of the shareholder meeting.

Putnam will vote against the issuance of shares without preemptive rights unless the company provides specific language and terms that there will be (1) adequate restrictions on discounts and (2) no authority to refresh the share issuance amounts without prior shareholder approval. (This is in light of abuses made by a number of Hong Kong companies that have issued shares at steep discounts to related parties and renewed the share issuance amount under this authority without shareholder approval, both of which are permissible under current law.)

This policy supplements policies regarding share issuances as stated above under section

III. Voting Shares of Non-US Issuers.


France, Germany

Employee representatives on boards

Disclosure is improving in certain countries, namely France and Germany, resulting in the ability to classify directors. As a result of this increased disclosure, a new designation of director called Employee Representative, has arisen.

In France, Employee Representatives are employed by the company and represent rank and file employees. These nominees are always elected by company shareholders. These nominees are counted separately from the total board members. (Example: the company would have 18 board members plus three employee representatives.)

In Germany, Employee Representatives may be employed by the company or may be union representatives for employees. Due to statutory requirements, German companies are required to have a certain number of labor representatives on their board. In enterprises having more than 500 or 2,000 employees, the law specifies that one-third or one-half, respectively, of the Supervisory Board must comprise Employee Representatives. Shareholders do not have the right to elect these representatives; they are elected by the employees.

Putnam will consider these Employee Representatives as "insiders." However, where a company's board is required by law to comprise one-half employee representatives, Putnam will not apply its majority independence requirement. For all thresholds lower than one-half, Putnam's standard policy will apply".

Exhibit B to Proxy Procedures

Proxy Vote Referral Request: Company XYZ, Vote Due X/X/XX

Proxy Recommendation

Company Name: XYZ Inc.

From: Victoria Card ext. 1-1168


Please describe any contacts with any person you may have had, apart from the Investment Division, Putnam's Proxy Administration staff, or proxy soliciting firms regarding the proxy :_________. No response will indicate that there have been none.

Meeting Date:

Vote Recommendation Due Date:

* Please indicate FOR, AGAINST or ABSTAIN for each agenda item referenced below.

* Please provide vote rationale when you believe additional information is necessary to explain your vote.

Examples: "Stock option plan will create excessive dilution," "Shareholder proposal would be disruptive"

Referral items:

1. [Description of item]
Rationale: ___________

Proxy Service Analysis:


Exhibit C to Proxy Procedures

PUTNAM INVESTMENTS
PROXY VOTING CONFLICT
OF INTEREST DISCLOSURE FORM

1. Company name: ____________________________________________

2. Date of Meeting:  ___________________________________________

3.
Referral Item(s):  ____________________________________________

4.
Description of Putnam’s Business Relationship with Issuer of Proxy which may give rise to a conflict of interest:_______________________________
_____________________________________________________________

5. Describe procedures used to address any conflict of interest: Investment professional who was solicited to provide a recommendation was advised that the recommendation must be provided without regard to any client or other business relationship between Putnam and the company. In addition, Putnam has made arrangements that, unless authorized by Putnam's Legal and Compliance Department, contacts from outside parties, except for representatives of the issuing company, with respect to referral items will be handled by Putnam's Le gal and Compliance Department to prevent any influence on the investment process. In the case of contact between Putnam investment professionals and representatives of issuing companies, any such contact will be documented and included in the proxy voting files.

6. Describe any contacts from parties outside Putnam Management (other than routine communications from proxy solicitors) with respect to the referral

item not otherwise reported in an investment professional’s recommendation:

                                                                                                                                                               ;                                                                                                                                                        

                                                                                                                                                              &n bsp;                                                                                                                                                       

CERTIFICATION

The undersigned officer of Putnam Investments certifies that, to the best of his or her knowledge, any recommendation of an investment professional provided under circumstances where a conflict of interest exists was made solely on the investment merits and without regard to any other consideration.

_______________________________
Name: Victoria R. Card
Title: Vice President, Manager, Proxy Voting

Exhibit D to Proxy Procedures


PUTNAM INVESTMENTS
PROXY VOTING CONFLICT
OF INTEREST DISCLOSURE FORM

7. Company name: _____________________________

8. Date of Meeting:  _______________________

9. Referral Item(s): ___________________________________

10. Description of Putnam’s Business Relationship with Issuer of Proxy which may give rise to a conflict of interest:_None_________________ 

11. Describe procedures used to address any conflict of interest: N/A_________

12. Describe any contacts from parties outside Putnam Management (other than routine communications from proxy solicitors) with respect to the referral item not otherwise reported in an investment professional’s recommendation:

None________________________________________________________________

CERTIFICATION

The undersigned officer of Putnam Investments certifies that, to the best of his or her knowledge, any recommendation of an investment professional provided under circumstances where a conflict of interest exists was made solely on the investment merits and without regard to any other consideration.

________________________________________ 
Name:  Victoria R. Card 
Title:  Vice President, Manager, Proxy Voting 

Item 8. Portfolio Managers of Closed-End Management Investment Companies


(a)(1) Investment management teams. The individuals identified in the shareholder report included in Item 1 of this report manage the fund’s investments. Richard Weed and Raymond Haddad, who are members of the Manager’s Small and Emerging Growth Team, coordinate team efforts related to the fund’s public equity investments and, together with Frederick Wynn, who manages the fund’s private equity investments, are primarily responsible for the day-to-day management of the fund’s portfolio. In addition to Mr. Weed and Mr. Haddad, the Small and Emerging Growth Team includes other investment professionals, whose analysis, recommendations and research inform investment decisions made for the fund.

Portfolio       
Leader  Joined     
      Positions Over Past Five 
  Fund  Employer  Years 

 
Richard Weed  2004  Putnam  Senior Portfolio Manager. 
Management
 
    2000 -   
    Present   

 
Frederick M       
Wynn, Jr.  2001  Putnam  Portfolio Manager. 
Management
 
    2000 -   
    Present   

 
Portfolio       
Members  Joined     
      Positions Over Past Five 
  Fund  Employer  Years 

 
Raymond       
Haddad  2004  Putnam  Portfolio Manager. 
    Management  Previously, Analyst. 
 
    2000 -   
    Present   

(a)(2) Other Accounts Managed by the Fund’s Portfolio Managers.


The following table shows the number and approximate assets of other investment accounts (or portions of investment accounts) that the fund’s Portfolio Leader(s) and Portfolio Member(s) managed as of the fund’s most recent fiscal year-end. The other accounts may include accounts for which the individual was not designated as a portfolio member. Unless noted, none of the other accounts pays a fee based on the account’s performance.

         
          Other accounts (including 
      separate accounts, managed 
    account programs and single- 
  Portfolio      Other SEC-registered open-  Other accounts that pool      sponsor defined contribution 
Leader or  end and closed-end funds      assets from more than one  plan offerings) 
Member        client     

  Number  Assets  Number  Assets  Number  Assets 
  of    of    of   
  accounts    accounts    accounts   

Rick Weed  10  $4,331,900,000  9  $189,200,000  4  $5,000,000 

Rick Wynn  3  $12,100,000  -  -  1  $100,000 

Ray Haddad  6  $5,464,300,000  3  $136,600,000  1  $100,000 

Potential conflicts of interest in managing multiple accounts. Like other investment professionals with multiple clients, the fund’s Portfolio Leader(s) and Portfolio Member(s) may face certain potential conflicts of interest in connection with managing both the fund and the other accounts listed under “Other Accounts Managed by the Fund’s Portfolio Managers” at the same time. The paragraphs below describe some of these potential conflicts, which the Manager believes are faced by investment professionals at most major financial firms. As described below, the fund and the Manager have adopted compliance policies and procedures that attempt to address certain of these potential conflicts. These compliance policies and procedures are generally identical to those applicable to the Putnam Funds, which are managed by Putnam Investment Management, LLC (“ ;Putnam Management”), an affiliate of the Manager. References hereinafter to “Putnam” shall be deemed to apply to Putnam Management and the Manager as appropriate. Investment professionals employed by the Manager may also manage accounts on behalf of Putnam Management or other affiliates.

The portfolio manager of the fund’s private equity investments is subject to limitations set forth in an employment contract, which largely limit his ability to engage in activities that would divert his attention from the fund’s investments without the consent of Putnam and/or the trustees of the fund. Although he is subject to the discussion of other conflicts


below, these conflicts and the policies are more relevant to the activities of the portfolio managers of the fund’s public equity investments.

The management of accounts with different advisory fee rates and/or fee structures, including accounts that pay advisory fees based on account performance (“performance fee accounts”), may raise potential conflicts of interest by creating an incentive to favor higher-fee accounts. These potential conflicts may include, among others:

• The most attractive investments could be allocated to higher-fee accounts or performance fee accounts.

• The trading of higher-fee accounts could be favored as to timing and/or execution price. For example, higher-fee accounts could be permitted to sell securities earlier than other accounts when a prompt sale is desirable or to buy securities at an earlier and more opportune time.

• The trading of other accounts could be used to benefit higher-fee accounts (front- running).

• The investment management team could focus their time and efforts primarily on higher-fee accounts due to a personal stake in compensation.

Putnam attempts to address these potential conflicts of interest relating to higher-fee accounts through various compliance policies that are generally intended to place all accounts, regardless of fee structure, on the same footing for investment management purposes. For example, under Putnam’s policies:

• Performance fee accounts, including the fund, must be included in all standard trading and allocation procedures with all other accounts. • All accounts must be allocated to a specific category of account and trade in parallel with allocations of similar accounts based on the procedures generally applicable to all accounts in those groups (e.g., based on relative risk budgets of accounts).

• All trading must be effected through Putnam’s trading desks and normal queues and procedures must be followed (i.e., no special treatment is permitted for performance fee accounts or higher-fee accounts based on account fee structure).

• Front running is strictly prohibited.

• The fund’s Portfolio Leader(s) and Portfolio Member(s) may not be guaranteed or specifically allocated any portion of a performance fee, except as noted in (a)(3) with respect to the portfolio manager of the fund’s private equity investments.

As part of these policies, Putnam has also implemented trade oversight and review procedures in order to monitor whether particular accounts (including higher-fee accounts or performance fee accounts) are being favored over time.

Potential conflicts of interest may also arise when the Portfolio Leader(s) or Portfolio Member(s) have personal investments in other accounts that may create an incentive to favor those accounts. As a general matter and subject to limited exceptions, Putnam’s investment professionals do not have the opportunity to invest in client accounts, other


than the fund and the Putnam Funds. However, in the ordinary course of business, Putnam or related persons may from time to time establish “pilot” or “incubator” funds for the purpose of testing proposed investment strategies and products prior to offering them to clients. These pilot accounts may be in the form of registered investment companies, private funds such as partnerships or separate accounts established by Putnam or an affiliate. Putnam or an affiliate supplies the funding for these accounts. The Manager’s or Putnam Management’s employees, including the fund’s Portfolio Leader(s) and Portfolio Member(s), may also invest in certain pilot accounts. The Manager, Putnam Management, and to the extent applicable, the Portfolio Leader(s) and Portfolio Member(s) will benefit from the favorable investment performance of those funds and accounts. Pilot funds and accounts may, and frequently do, invest in the same securities as the client accounts. Putnam’s policy is to treat pilot accounts in the same manner as client accounts for purposes of trading allocation – neither favoring nor disfavoring them except as is legally required. For example, pilot accounts are normally included in Putnam’s daily block trades to the same extent as client accounts (except that pilot accounts do not participate in initial public offerings).

A potential conflict of interest may arise when the fund and other accounts purchase or sell the same securities. On occasions when the Portfolio Leader(s) or Portfolio Member(s) consider the purchase or sale of a security to be in the best interests of the fund as well as other accounts, Putnam’s trading desk may, to the extent permitted by applicable laws and regulations, aggregate the securities to be sold or purchased in order to seek to obtain the best execution and lower brokerage commissions, if any. Aggregation of trades may create the potential for unfairness to the fund or another account if one account is favored over another in allocating the securities purchased or sold – for example, by allocating a disproportionate amount of a security that is likely to increase in value to a favored account. Putnam’s trade allocation policies generally provide that each day’s transactions in securities that are purchased or sold by multiple accounts are, insofar as possible, averaged as to price and allocated between such accounts (including the fund) in a manner which in Putnam’s opinion is equitable to each account and in accordance with the amount being purchased or sold by each account. Certain exceptions exist for specialty, regional or sector accounts. Trade allocations are reviewed on a periodic basis as part of Putnam’s trade oversight procedures in an attempt to ensure fairness over time across accounts.

“Cross trades,” in which one Putnam account sells a particular security to another account (potentially saving transaction costs for both accounts), may also pose a potential conflict of interest. Cross trades may be seen to involve a potential conflict of interest if, for example, one account is permitted to sell a security to another account at a higher price than an independent third party would pay. The Manager and the fund’s Trustees have adopted compliance procedures that provide that any transactions between the fund and another account advised by the Manager, Putnam Management or an affiliate are to be made at an independent current market price, as required by law.

Another potential conflict of interest may arise based on the different investment objectives and strategies of the fund and other accounts. For example, another account


may have a shorter-term investment horizon or different investment objectives, policies or restrictions than the fund. Depending on another account’s objectives or other factors, the Portfolio Leader(s) and Portfolio Member(s) may give advice and make decisions that may differ from advice given, or the timing or nature of decisions made, with respect to the fund. In addition, investment decisions are the product of many factors in addition to basic suitability for the particular account involved. Thus, a particular security may be bought or sold for certain accounts even though it could have been bought or sold for other accounts at the same time. More rarely, a particular security may be bought for one or more accounts managed by the Portfolio Leader(s) or Portfolio Member(s) when one or more other accounts are selling the security (including short sales). There may be circumstances when purchases or sales of portfolio securities for one or more accounts may have an adverse effect on other accounts. As noted above, the Manager and Putnam Management have implemented trade oversight and review procedures to monitor whether any account is systematically favored over time.

The fund’s Portfolio Leader(s) and Portfolio Member(s) may also face other potential conflicts of interest in managing the fund, and the description above is not a complete description of every conflict that could be deemed to exist in managing both the fund and other accounts.

(a)(3) Compensation of investment professionals. Putnam Management and the Manager believe that their investment management teams (which may include individuals who manage assets for both Putnam Management and the Manager) should be compensated primarily based on their success in helping investors achieve their goals. The portion of Putnam Investments’ total incentive compensation pool that is available to Putnam’s Investment Division is based primarily on its delivery, across all of the portfolios it manages, of consistent, dependable and superior performance over time. The portion of the incentive compensation pool available to Putnam’s Small and Emerging Growth Team (which does not include the manager of the fund’s private equity investments, whose separate compensation arrangements are described below) varies based primarily on its delivery, across all of the portfolios it manages, of consistent, dependable and superior performance over time (as compared to an assigned group of peer portfolios) on a before-tax basis. These criteria are defined as follows:

Consistent performance means being above median over one year.

· Dependable performance means not being in the 4th quartile of the peer group over one, three or five years.

· Superior performance (which is the largest component of Putnam’s incentive compensation program) means being in the top third of the peer group over three and five years.

TH Lee, Putnam Emerging Opportunities Portfolio has not been assigned to a peer group. Accordingly, compensation for members of the Small and Emerging Growth Team who manage the fund’s public equity investments is generally determined, subject to


adjustment as described in the next paragraph, by reference to the relative performance of all portfolios managed by the team in accordance with the criteria listed above.

In determining an investment management team’s portion of the incentive compensation pool and allocating that portion to individual team members, Putnam retains discretion to reward or penalize teams or individuals, including the fund’s Portfolio Leader(s) and Portfolio Member(s), as it deems appropriate, based on other factors. The size of the overall incentive compensation pool each year depends in large part on Putnam’s profitability for the year, which is influenced by assets under management. Incentive compensation is generally paid as cash bonuses, but a portion of incentive compensation may instead be paid as grants of restricted stock, options or other forms of compensation, based on the factors described above. In addition to incentive compensation, investment team members receive annual salaries that are typically based on seniority and experience. Incentive compensation generally represents at least 70% of the total compensation paid to investment team members.

The compensation of the portfolio manager of the fund’s private equity investments consists of a base salary, a minimum annual bonus award and a portion of incentive fees paid by the fund to the Manager for each fiscal year of the fund in accordance with the terms of the fund’s management contract.

(a)(4) Fund ownership. The following table shows the dollar ranges of shares of the fund owned by the professionals listed above at the end of the fund’s last fiscal year, including investments by their immediate family members and amounts invested through retirement and deferred compensation plans.


Holdings information as of 10/31/07

* Assets in the
fund

Δ Total assets in all Putnam funds

                             
  Year  $0  $1–$10,000  $10,001– $50,000  $50,001– $100,000  $100,001– $500,000  $500,001– $1,000,000  $1,000,001 and over 

 
Richard Weed  2007  *           Δ  

Raymond                 
Haddad  2007  *         Δ    

Frederick Wynn  2007      *     Δ    

 

(b) Not applicable

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

Registrant Purchase of Equity Securities

      Total Number of Shares   
      Purchased as Part  Maximum Number (or Approximate Dollar 
  Total Number of  Average Price Paid  of Publicly Announced  Value) of Shares that May Yet Be Purchased 
Period  Shares Purchased  per Share  Plans or Programs  under the Plans or Programs 
 
August 11, 2006 through         
November 10, 2006  111,848  $28.99  111,848  - 
 
November 11, 2006 through         
February 9, 2007  113,214  $29.07  113,214  - 
 
February 12, 2007 through         
May 11, 2007  107,368  $31.48  107,368  - 
 
May 14, 2007 through         
August 10, 2007  101,965  $31.32  101,965  - 

For the periods prior to October 18, 2007, the fund had a policy of making offers to repurchase a portion of its shares on a quarterly basis. Repurchase offers were made for at least 5% (but not more than 25%) of its shares in any quarter with the approval of the Trustees. If the number of shares tendered for repurchase exceeded the offering limit, or if the Manager in its discretion elected to limit repurchases to 5% of the fund's shares, the fund repurchased shares on a pro-rata basis, and tendering shareholders did not have all of their tendered shares repurchased by the fund. In connection with the approval of a plan of liquidation for the fund, on October 18, 2007, shareholders of the fund voted to eliminate the quarterly repurchase policy.


On November 10, 2006, the fund received actual redemption requests totaling $6,231,980 or 9.57% of total fund assets. To protect the liquidity of the fund and as a protective measure for shareholders choosing to remain in the fund, the Manager elected to pro-rate the repurchases, and each shareholder requesting a redemption of his/her shares received a pro-rated portion equal to 52.31%, of the shares the shareholder requested be repurchased.

On February 9, 2007, the fund received actual redemption requests totaling $7,872,558 or 11.97% of total fund assets. To protect the liquidity of the fund and as a protective measure for shareholders choosing to remain in the fund, the Manager elected to pro-rate the repurchases, and each shareholder requesting a redemption of his/her shares received a pro-rated portion equal to 41.76% of the shares the shareholder requested be repurchased.

On May 11, 2007, the fund received actual redemption requests totaling $10,618,734 or 15.7% of total fund assets. To protect the liquidity of the fund and as a protective measure for shareholders choosing to remain in the fund, the Manager elected to pro-rate the repurchases, and each shareholder requesting a redemption of his/her shares received a pro-rated portion equal to 31.83% of the shares the shareholder requested be repurchased.

On August 10, 2007, the fund received actual redemption requests totaling $9,018,766 or 14.0% of total fund assets. To protect the liquidity of the fund and as a protective measure for shareholders choosing to remain in the fund, the Manager elected to pro-rate the repurchases, and each shareholder requesting a redemption of his/her shares received a pro-rated portion equal to 35.41% of the shares the shareholder requested be repurchased.

  Date Plan   
  Announced  Expiration Date 
August 11, 2006 through     
November 10, 2006  October 10, 2006  November 10, 2006 
 
November 11, 2006 through     
February 9, 2007  January 10, 2006  February 9, 2007 
 
February 12, 2007 through  April 11, 2007  May 11, 2007 
May 11, 2007     
 
May 14, 2007 through  July 10, 2007  August 10, 2007 
August 10, 2007     


Item 10. Submission of Matters to a Vote of Security Holders:

Not applicable

Item 11. Controls and Procedures:

(a) The registrant's principal executive officer and principal financial officer have concluded, based on their evaluation of the effectiveness of the design and operation of the registrant's disclosure controls and procedures as of a date within 90 days of the filing date of this report, that the design and operation of such procedures are generally effective to provide reasonable assurance that information required to be disclosed by the registrant in this report is recorded, processed, summarized and reported (except as described in the third sentence of this paragraph) within the time periods specified in the Commission's rules and forms

(b) Changes in internal control over financial reporting: During the period, Putnam Fiduciary Trust Company, the fund's transfer agent, began utilizing shareholder systems and systems support provided by DST Systems, Inc. and certain of its affiliates.

Item 12. Exhibits:

(a)(1) The Code of Ethics of the Fund, which incorporates the Codes of Ethics of TH Lee, Putnam Capital Management, LLC and Putnam Investments, is filed herewith.

(a)(2) Separate certifications for the principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Investment Company Act of 1940, as amended, are filed herewith.

(b) The certifications required by Rule 30a-2(b) under the Investment Company Act of 1940, as amended, are filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 an the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

TH Lee, Putnam Investment Trust

By (Signature and Title):

/s/ Janet C. Smith
Janet C. Smith
Principal Accounting Officer

Date: January 2, 2008

Pursuant to the requirements of the Securities Exchange Act of 1934 an the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


By (Signature and Title):

/s/ Linwood E. Bradford
Linwood E. Bradford
Principal Executive Officer

Date: January 2, 2008

By (Signature and Title):

/s/ Steven D. Krichmar
Steven D. Krichmar
Principal Financial Officer

Date: January 2, 2008


EX-99.CERT 2 b_thleecert.htm EX-99.CERT e_2WXcert.htm

Certifications

I, Linwood E. Bradford Jr. a Principal Executive Officer of TH Lee, Putnam Emerging Opportunities Portfolio, certify that:

1. I have reviewed this report on Form N-CSR of TH Lee, Putnam Emerging Opportunities Portfolio;

2. Based on my knowledge, this report does not contain any untrue statements of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly presents in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report are being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting

Date: January 2, 2008

/s/ Linwood E. Bradford Jr.
Linwood E. Bradford Jr.
Principal Executive Officer


Certifications

I, Steven D. Krichmar, the Principal Financial Officer of TH Lee, Putnam Emerging Opportunities Portfolio, certify that:

1. I have reviewed this report on Form N-CSR of TH Lee, Putnam Emerging Opportunities Portfolio;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly presents in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report are being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed to this registrant's auditors and the audit committee of this registrant's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect each registrant's ability to record, process, summarize, and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in this registrant's internal control over financial reporting.

Date: January 2, 2008

/s/ Steven D. Krichmar
Steven D. Krichmar
Principal Financial Officer


EX-99.906 CERT 3 c_thleecertnos.htm EX-99.906 CERT f_2WXcertnos.htm

Section 906 Certifications

I, Linwood E. Bradford Jr., a Principal Executive Officer of TH Lee, Putnam Emerging Opportunities Portfolio, certify that, to my knowledge:

1. The form N-CSR of TH Lee, Putnam Emerging Opportunities Portfolio for the period ended October 31, 2007 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Form N-CSR of TH Lee, Putnam Emerging Opportunities Portfolio for the period ended October 31, 2007 fairly presents, in all material respects, the financial condition and results of operations of TH Lee, Putnam Emerging Opportunities Portfolio.

Date: January 2, 2008

/s/ Linwood E. Bradford Jr.
Linwood E. Bradford Jr.
Principal Executive Officer


Section 906 Certifications

I, Steven D. Krichmar, a Principal Financial Officer of TH Lee, Putnam Emerging Opportunities Portfolio, certify that, to my knowledge:

1. The form N-CSR of TH Lee, Putnam Emerging Opportunities Portfolio for the period ended October 31, 2007 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Form N-CSR of TH Lee, Putnam Emerging Opportunities Portfolio for the period ended October 31, 2007 fairly presents, in all material respects, the financial condition and results of operations of TH Lee, Putnam Emerging Opportunities Portfolio.

Date: January 2, 2008

/s/ Steven D. Krichmar
Steven D. Krichmar
Principal Financial Officer


EX-99.CODE ETH 4 d_thleecoe.htm EX-99.CODE ETH g_THLeeCOE.htm

TH Lee, Putnam Capital Management LLC

Code of Ethics

A. Introduction.
----------------

The purpose of this Code of Ethics is to prevent Access Persons (as defined below) of TH Lee, Putnam Capital Management LLC (the "Advisor") from engaging in any act, practice or course of business prohibited by paragraph (b) of Rule 17j-l (the "Rule") under the Investment Company Act of 1940, as amended (the "Act"). This Code of Ethics is required by paragraph (c) of the Rule. A copy of the Rule is attached to this Code of Ethics as Appendix 1.

Access Persons of the Advisor, in conducting their personal securities transactions, owe a fiduciary duty to clients of the Advisor. The fundamental standard to be followed in personal securities transactions is that Access Persons may not take inappropriate advantage of their positions. All personal securities transactions by Access Persons must be conducted in such a manner as to avoid any actual or potential conflict of interest between the Access Person's interest and the interests of the clients of the Advisor, or any abuse of an Access Person's position of trust and responsibility. Potential conflicts arising from personal investment activities could include buying or selling securities based on knowledge of a client's trading position or plans (sometimes referred to as front-running), and acceptance of personal favors that could influence trading judgments on behalf of a client. While this Code of Ethics is designed to address identified conflicts and potential conflicts, it cannot possibly be written broadly enough to cover all potential situations and, in this regard, Access Persons are expected to adhere not only to the letter, but also the spirit, of the policies contained herein.

B. Definitions.
---------------

In order to understand how this Code of Ethics applies to particular persons and transactions, familiarity with the key terms and concepts used in this Code of Ethics is necessary. Those key terms and concepts are:


1. "Access Person" means any trustee, officer or "advisory person" of the Advisor.

2. "Advisory person" means (a) any employee of the Advisor or of any company in a control relationship to the Advisor, who, in connection with his regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of a "Covered Security" by a Trust, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and (b) any natural person in a control relationship to a Trust who obtains information concerning recommendations made to a Trust with regard to the purchase or sale of "Covered Securities".

3. "Affiliated Fund" shall mean any current or future investment vehicle which is sponsored, in whole or in part by the Advisor.

4. "Beneficial ownership" has the meaning set forth in Rule 16a-1(a)(2) of the Securities Exchange Act of 1934, as amended, a copy of which is included as Appendix 3. The determination of direct or indirect beneficial ownership shall apply to all securities which an Access Person has or acquires.

5. "being considered for purchase or sale" means such time when a recommendation to purchase or sell a covered security has been made and communicated and, with respect to the person making the recommendation, when such person seriously considers making such a recommendation.

6. "Control" has the meaning set forth in Section 2(a)(9) of the Act.

7. "Covered Security" has the meaning set forth in Section 2(a)(36) of the Act, except that it shall not include: direct obligations of the Government of the United States; bankers' acceptances, bank certificates of deposit, commercial paper, and high-quality short-term debt instruments, including repurchase agreements; and shares issued by registered open-end investment companies. A high-quality short-term debt instrument is one with a maturity at issuance of less than 366 days and that is rated in one of the two highest rating categories by a nationally recognized statistical rating organization.


8. "Investment Personnel" of the Advisor means (a) any employee of the Advisor (or of any company in a control relationship to the Advisor) who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by a Trust and (b) any natural person who controls the Advisor and who obtains information concerning recommendations made to a Trust regarding the purchase or sale of securities by a Trust.

9. "Investment Committee" means that committee formed pursuant to Section 6.2(b) of the Advisor's Limited Liability Company Agreement.

10. "IPO" means an offering of securities registered under the Securities Act of 1933, the issuer or which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act.

11. "Limited Offering" means an offering exempt from registration under the Securities Act of 1933 pursuant to Section 4(2), 4(6) or Rule 504, 505 or 506 under the Securities Act of 1933.

12. "Purchase or sale of a Covered Security" includes, among other things, the writing of an option to purchase or sell a Covered Security.

13. "Putnam Code" means the Code of Ethics adopted by Putnam Investments LLC and its subsidiaries.

14. "Restricted Security" means any Covered Security of an issuer who is maintained on the Trust's list of restricted securities as maintained by a Review Officer.

15. "Review Officer" means such persons as appointed by the Managing Member of the Advisor pursuant to Section VI.1 of this Code.

16. Trust means TH Lee, Putnam Investment Trust or any other registered investment company managed in whole or in part by the Advisor.


C. Restrictions Applicable to Officers and Employees of THLPCM.
---------------------------------------------------------

1. All officers and employees of THLPCM who are also officers and employees of Putnam Investments, LLC or any subsidiary shall be subject to the restrictions, limitations and reporting responsibilities set forth in the Putnam Code, respectively, as if fully set forth herein.

2. Persons subject to this Section III shall not be subject to the restrictions, limitations and reporting responsibilities set forth in Sections D and E below.

D. Prohibitions; Exemptions.
----------------------------

1. Prohibited Purchases and Sales.
----------------------------------

a. No Access Person may purchase or sell, directly or indirectly, any Covered Security in which that Access Person has, or by reason of the transaction would acquire, any direct or indirect beneficial ownership and which to the actual knowledge of that Access Person at the time of such purchase or sale:

(1) is being considered for purchase or sale by a Trust;

(2) is being purchased or sold by a Trust; or

(3) was purchased or sold by a Trust during the 15-day period immediately prior thereto.

2. Exemptions From Certain Prohibitions.
----------------------------------------

The prohibited purchase and sale transactions described in paragraph D.1 above do not apply to the following personal securities transactions:

a. purchases or sales effected in any account over which the Access Person has no direct or indirect influence or control;


b. purchases or sales which are non-volitional on the part of either the Access Person or a Trust;

c. purchases which are part of an automatic dividend reinvestment plan (other than pursuant to a cash purchase plan option);

d. purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent the rights were acquired from that issuer, and sales of the rights so acquired;

e. purchases or sales which are only remotely potentially harmful because they would be very unlikely to affect a highly institutional market, or because they clearly are not related economically to the securities to be purchased, sold or held;

f. purchases or sales of Covered Securities which are not eligible for purchase by a Trust;

g. any purchase or sale which the applicable Review Officer approves on the grounds that its potential harm to a Trust is remote.

3. Prohibited Recommendations.
------------------------------

An Access Person may not recommend the purchase or sale of any Covered Security to or for a Trust without having disclosed his or her interest, if any, in such security or the issuer thereof, including without limitation:

a. any direct or indirect beneficial ownership of any Covered Security of such issuer, including any Covered Security received in a private securities transaction;

b. any contemplated purchase or sale by such person of a Covered Security;

c. any position with such issuer or its affiliates; or

d. any present or proposed business relationship between such issuer or its affiliates, on the one hand, and such person or any


party in which such person has a significant interest, on the other; provided, however, that in the event the interest of such Access Person in such Covered Securities or issuer is not material to his or her personal net worth and any contemplated transaction by such person in such Covered Securities cannot reasonably be expected to have a material adverse effect on any such transaction by the Trust or on the market for the Covered Securities generally, such Access Person shall not be required to disclose his or her interest in the Covered Securities or issuer thereof in connection with any such recommendation.

4. Restricted Securities.
-------------------------

No Access Person may purchase or sell any Restricted Securities at any time, in order to assure that such person do not profit improperly from his or her position on behalf of a Trust.

5. Pre-approval of Investments in Initial Public Offerings or Limited Offerings.
- ---------------------------------------------------------
----------

No Investment Personnel shall purchase any security (including, but not limited to, any Covered Security) issued in an initial public offering ("IPO") or a Limited Offering unless the applicable Review Officer approves the transaction in advance. Such Review Officer shall maintain a written record of any decisions to permit these transactions, along with the reasons supporting the decision.

E. Reporting.
-------------

1. Initial Holdings Reports.
----------------------------

No later than ten (10) days after a person becomes an Access Person, he or she must report to the Advisor the following information:


a. the title, number of shares and principal amount of each Covered Security in which the Access Person had any direct or indirect beneficial ownership when the person became an Access Person;

b. the name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities were held for the direct or indirect benefit of the Access Person as of the date the person became an Access Person; and

c. the date that the report is submitted by the Access Person.

2. Quarterly Reporting.
-----------------------

a. Every Access Person shall either report to the Advisor the information described in paragraphs B and C below with respect to transactions in any Covered Security in which the Access Person has, or by reason of the transaction acquires, any direct or indirect beneficial ownership in the security or, in the alternative, make the representation in paragraph d below.

b. Every report shall be made not later than 10 days after the end of the calendar quarter in which the transaction to which the report relates was effected and shall contain the following information:

(1) the date of the transaction, the title, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each Covered Security involved;

(2) the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

(3) the price at which the transaction was effected;

(4) the name of the broker, dealer or bank with or through whom the transaction was effected;

(5) the date that the report is submitted by the Access Person; and


(6) a description of any factors potentially relevant to an analysis of whether the Access Person may have a conflict of interest with respect to the transaction, including the existence of any substantial economic relationship between the transaction and securities held or to be acquired by a Trust.

c. With respect to any account established by the Access Person in which any securities were held during the quarter for the direct or indirect benefit of the Access Person, no later than 10 days after the end of a calendar quarter, an Access Person shall provide a report to the Advisor containing the following information:

(1) the name of the broker, dealer or bank with whom the Access Person established the account;

(2) the date the account was established; and

(3) the date that the report is submitted by the Access Person.

d. If no transactions were conducted by an Access Person during a calendar quarter that are subject to the reporting requirements described above, such Access Person shall, not later than 10 days after the end of that calendar quarter, provide a written representation to that effect to the Advisor.

e. At the request of the applicable Review Officer, all Access Persons shall direct their brokers to supply the applicable Review Officer, on a timely basis, duplicate copies of confirmations of all personal securities transactions and copies of periodic statements for all securities accounts.

3. Annual Reporting.
--------------------

a. Every Access Person shall report to the Advisor the information described in paragraph b below with respect to transactions in any Covered Security in which the Access Person has, or by reason of the transaction acquires, any direct or indirect beneficial ownership in the security.


b. Annually, within 30 days of the end of each calendar year, the following information (which information must be current as of a date no more than 30 days before the report is submitted):

c. The title, number of shares and principal amount of each Covered Security in which the Access Person had any direct or indirect beneficial ownership;

d. The name of any broker, dealer or bank with whom the Access Person maintains an account in which any securities are held for the direct or indirect benefit of the Access Person; and

e. The date that the report is submitted by the Access Person.

4. Exceptions to Reporting Requirements.
----------------------------------------

a. An Access Person is not required to make a report otherwise required under paragraphs 1, 2 or 3 above with respect to any transaction effected for any account over which the Access Person does not have any direct or indirect influence or control; provided, (however, that if the Access Person is relying upon the provisions of this paragraph 4(a) to avoid making such a report, the Access Person shall, not later than 10 days after the end of each calendar quarter, identify any such account in writing and certify in writing that he or she had no direct or indirect influence over any such account.)

5. Annual Certification.
------------------------

a. All Access Persons are required to certify that they have read and understand this Code of Ethics and recognize that they are subject to the provisions hereof and will comply with the policy and procedures stated herein. Further, all Access Persons are required to certify annually that they have complied with the requirements of this Code of Ethics and that they have reported all personal securities transactions required to be disclosed or reported pursuant to the requirements of such policies. A copy of the certification form to be used in complying with this paragraph A is attached to this Code of Ethics as Appendix 3.


b. The Advisor shall prepare an annual report to the Board of Trustees of each Trust which shall:

(1) Summarize existing procedures concerning personal investing, including pre-clearance policies and the monitoring of personal investment activity after pre-clearance has been granted, and any changes in the procedures during the past year;

(2) describe any issues arising under the Code of Ethics or procedures since the last report to the Board including, but not limited to, information about any material violations of the Code of Ethics or procedures and the sanctions imposed during the past year;

(3) identify any recommended changes in existing restrictions or procedures based upon experience under this Code of Ethics, evolving industry practice or developments in applicable laws and regulations;

(4) contain such other information, observations and recommendations as deemed relevant by the Advisor; and

(5) certify that the Advisor has adopted Codes of Ethics with procedures reasonably necessary to prevent Access Persons from violating the provisions of Rule 17j-1(b) or this Code.

6. Notification of Reporting Obligation and Review of Reports.
---------------------------------------------------------

Each Access Person shall receive a copy of this Code of Ethics and be notified of his or her reporting obligations. All reports shall be promptly submitted upon completion to the appropriate Review Officer who shall review such reports.

7. Miscellaneous.
-----------------

Any report under this Code of Ethics may contain a statement that the report shall not be construed as an admission by the person making the report that the person has any direct or indirect beneficial ownership in the securities to which the report relates.


F. Administration of the Code.
------------------------------

1. Appointment of Review Officer.

The Advisor's Managing Member shall appoint a Review Officer to administer the Putnam Code with respect to those officers, employees of the Advisor or members of the Investment Committee subject to the Putnam Code (the "Putnam Review Officer"). The Advisor's Managing Member shall also appoint an assistant Review Officer to administer this Code of Ethics with respect to those officers, employees of the Advisor or members of the Investment Committee who are subject to this Code (the Assistant Review Officer") (each "A Review Officer").

2. A Review Officer's Duties and Responsibilities.

a. Each Review Officer shall notify each person who becomes an Access Person of the Trust and who is required to report under this Code of Ethics of their reporting requirements no later than 10 days before the first quarter in which such person is required to begin reporting.

b. Each Review Officer will, on a quarterly basis, compare all reported personal securities transactions with the Trust's completed portfolio transactions and a list of Covered Securities that were being considered for purchase or sale by the Advisor during the period to determine whether a Code violation may have occurred. Before determining that a person has violated the Code, the applicable Review Officer must give the person an opportunity to supply explanatory material.

c. If a Review Officer finds that a Code violation has occurred, or believes that a Code violation may have occurred, such Review Officer must submit a written report regarding the possible violation, together with the confidential report and any explanatory material provided by the person, to the Managing Member's Chief Compliance Officer. The Managing Member will determine whether the person violated the Code.


d. No person is required to participate in a determination of whether he or she has committed a Code violation or discuss the imposition of any sanction against himself or herself.

e. Each Review Officer will submit his or her own reports, as may be required pursuant to this Code, to an Alternate Review Officer who shall fulfill the duties of such Review Officer with respect to the Review Officer's reports.

f. Each Review Officer will create a written report detailing any approval(s) granted to Access Persons for the acquisition of securities offered in connection with an IPO or Limited Offering. The report must include the rationale supporting any decision to approve such an acquisition.

3. Recordkeeping.
------------------

The Review Officers will maintain the records set forth below. These records will be maintained in accordance with Rule 31a-2 under the 1940 Act and the following requirements. They will be available for examination by representatives of the Securities and Exchange Commission and other regulatory agencies. The Assistant Review Officer shall supply the Putnam Review Officer with all records maintained by such Review Officer upon request.

a. A copy of this Code and any other code adopted by the Advisor, which is, or at any time within the past five years has been, in effect will be preserved in an easily accessible place.

b. A record of any Code violation and of any sanctions taken will be preserved in an easily accessible place for a period of at least five years following the end of the fiscal year in which the violation occurred.

c. A copy of each quarterly transaction report, initial holdings report, and annual holdings report submitted under this Code, including any information provided in lieu of any such reports made under the Code will be preserved for a period of at least five years from the end of the fiscal year in which it is made, for the first two years in an easily accessible place.


d. A record of all persons, currently or within the past five years, who are or were required to submit reports under this Code, or who are or were responsible for reviewing these reports, will be maintained in an easily accessible place.

e. A copy of each annual report required by Section V.3. of this Code must be maintained for at least five years from the end of the fiscal year in which it its made, for the first two years in any easily accessible place.

f. A record of any decision, and the reasons supporting the decision, to approve the acquisition of securities acquired in an IPO or Limited Offering, for at least five years after the end of the fiscal year in which the approval is granted.

4. Confidentiality.
--------------------

No Access Person shall reveal to any other person (except in the normal course of his or her duties on behalf of the Advisor) any information regarding securities transactions by the Advisor or consideration by the Advisor.

All information obtained from any Access Person hereunder shall be kept in strict confidence, except that reports of securities transactions hereunder will be made available to the Securities and Exchange Commission or any other regulatory or self-regulatory organization to the extent required by law or regulation.

5. Sanctions.
-------------

Upon discovering a violation of this Code of Ethics, the Managing Member may impose any reasonable sanctions it deems appropriate, including a letter of censure, the suspension or termination of, officer or employee or member of the Investment Committee of the Advisor, or the recommendation to the employer of the violator of the suspension or termination of the employment of the violator.

Dated: July 23, 2001


Appendix 1
----------

Rule 17j-l under the Investment Company Act of 1940
- ---------------------------------------------------

Appendix 2
----------

CERTIFICATION FORM

This is to certify that I have read and understand the Code of Ethics of TH Lee, Putnam Capital Management LLC dated July 23, 2001, and that I recognize that I am subject to the provisions thereof and will comply with the policy and procedures stated therein.

This is to further certify that I have complied with the requirements of such Code of Ethics and that I have reported all personal securities transactions required to be disclosed or reported pursuant to the requirements of such Code of Ethics.

Please sign your name here:

- --------------------------------

Please print your name here:

- --------------------------------

Please date here:

--------------------------------

Please sign two copies of this Certification Form, return one copy to ---------- Review Officer,-----------------, Boston Massachusetts, and
retain the other copy, together with a copy of the Code of Ethics, for your records.

-------------------------------------------------------------------------------------------------------------------------------------------------------------


Exhibit A

TH LEE, PUTNAM INVESTMENT TRUST

Code of Ethics
--------------

TH Lee, Putnam Investment Trust (the "Fund") has determined to adopt this Code of Ethics with respect to certain types of personal securities transactions by officers and Trustees of the Fund which might be deemed to create possible conflicts of interest and to establish reporting requirements and enforcement procedures with respect to such transactions.

I. Rules Applicable to Officers and Trustees Affiliated with TH Lee, Putnam Capital Management, LLC.

A. Incorporation of Adviser's Code of Ethics. The provisions of the Code of Ethics for employees of TH Lee, Putnam Capital Management, LLC (the "Manager's Code of Ethics"), which is attached as Appendix A hereto, are hereby incorporated herein as the Fund's Code of Ethics applicable to officers and Trustees of the Fund who are also officers, directors or employees of TH Lee, Putnam Capital Management, LLC or any of its affiliates. A violation of the Manager's Code of Ethics shall constitute a violation of the Fund's Code.

B. Reports. Officers and Trustees of the Fund who are made subject to the Manager's Code of Ethics pursuant to the preceding paragraph shall file the reports required by the Manager's Code of Ethics with the Compliance Director designated therein. A report filed with the Compliance Director shall be deemed to be filed with the Fund.

C. Review. (1) The Compliance Director shall compare the reported personal securities transactions with completed and contemplated portfolio transactions of the Fund to determine whether a violation of this Code may have occurred. Before making any determination that a violation has been committed by any person, the Compliance Director shall give such person an opportunity to supply additional explanatory material.


(2) If the Compliance Director determines that a violation of this Code has or may have occurred, he shall submit his written determination, together with the confidential quarterly report and any additional explanatory material provided by the individual, to the Trustees who shall make an independent determination of whether a violation has occurred.

D. Sanctions. If the Trustees concur in the conclusion that a violation has occurred, they may impose such sanctions as they deem appropriate after taking into account the sanctions imposed by the Manager.

II. Rules Applicable to Unaffiliated Trustees
---------------------------------------------

A. Definitions.
---------------

(1) "Beneficial ownership" shall be interpreted in the same manner as it would be in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934 and the rules and regulations thereunder. Application of this definition is explained in more detail in Exhibit A hereto.

(2) "Control" means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company.

(3) "Interested Trustee" means a Trustee of a Fund who is an "interested person" of the Fund within the meaning of the Investment Company Act.

(4) "Purchase or sale of a security" includes, among other things, the writing of an option to purchase or sell a security.

(5) "Security" shall have the same meaning as that set forth in Section 2(a)(36) of the Investment Company Act (in effect, all securities) except that it shall not include securities issued by the Government of the United States or an agency thereof, bankers' acceptances, bank certificates of deposit, commercial paper and shares of registered open-end investment companies.


(6) "Unaffiliated Trustee" means a Trustee who is not made subject to the Manager's Investments Code of Ethics pursuant to Part I hereof.

B. Prohibited Purchases and Sales. No Unaffiliated Trustee of any of the Funds shall purchase or sell, directly or indirectly, any security in which he has or by reason of such transaction acquires, any direct or indirect beneficial ownership and which to his actual knowledge at the time of such purchase or sale:

(1) is being considered for purchase or sale by the Fund;

(2) is being purchased or sold by the Fund; or

(3) was purchased or sold by the Fund within the most recent five days if such person participated in the recommendation to, or the decision by, the Manager to purchase or sell such security for the Fund.

C. Exempted Transactions.
-------------------------

The prohibitions of Section II-B of this Code shall not apply to:

(1) purchases or sales effected in any account over which the Unaffiliated Trustee has no direct or indirect influence or control;

(2) purchases or sales which are non-volitional on the part of either the Unaffiliated Trustee or the Fund;

(3) purchases which are part of an automatic dividend reinvestment plan;

(4) purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired;

(5) purchases or sales other than those exempted in (1) through (4) above which do not cause the Unaffiliated Trustee to gain improperly a personal benefit through his relationship with the Fund and are only remotely potentially harmful to the Fund because


they would be very unlikely to affect a highly institutional market, and are previously approved by the Compliance Director under the Manager's Code of Ethics or the Trustees, which approval shall be confirmed in writing.

D. Reporting.
-------------

(1) Whether or not one of the exemptions listed in Section II-C applies, every Unaffiliated Trustee of a Fund shall file with the Manager's Compliance Director on behalf of the Chairman of the Funds a report containing the information described in Section II-D(2) of this Code with respect to transactions in any security in which such Unaffiliated Trustee has, or by reason of such transaction acquires, any direct or indirect beneficial ownership, if such Trustee, at the time of that transaction, knew or, in the ordinary course of fulfilling his official duties as a Trustee of the Fund, should have known that, during the 15-day period immediately preceding or after the date of the transaction by the Trustee:

(a) such security was or is to be purchased or sold by the Fund or

(b) such security was or is being considered for purchase or sale by the Fund;

provided, however, that an Unaffiliated Trustee shall not be required to make a report with respect to transactions effected for any account over which such person does not have any direct or indirect influence or control.

(2) Every report shall be made not later than 10 days after the end of the calendar quarter in which the transaction to which the report relates was effected, and shall contain the following information:

(a) The date of the transaction, the title and the number of shares, and the principal amount of each security involved;

(b) The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

(c) The price at which the transaction was effected; and


(d) The name of the broker, dealer or bank with or through whom the transaction was effected.

(3) Every report concerning a purchase or sale prohibited under Section II-B hereof with respect to which the reporting person relies upon one of the exemptions provided in Section IIC shall contain a brief statement of the exemption relied upon and the circumstances of the transaction.

(4) Any such report may contain a statement that the report shall not be construed as an admission by the person making such report that he has any direct or indirect beneficial ownership in the security to which the report relates.

(5) Notwithstanding anything to the contrary contained herein, an Unaffiliated Trustee who is an Interested Trustee shall also file the reports required by Rule 17j-1(d)(1) under the Investment Company Act of 1940.

E. Review.
----------

(1) The Compliance Director shall compare the reported personal securities transactions with completed and contemplated portfolio transactions of the Funds to determine whether any transaction ("Reviewable Transactions") listed in Section II-B (disregarding exemptions provided by Section II-C(1) through (5)) may have occurred.

(2) If the Compliance Director determines that a Reviewable Transaction may have occurred, he shall then consider whether a violation of this Code may have occurred, taking into account all the exemptions provided under Section II-C. The Compliance Director shall bring his determination to the attention of the Chairman of the Fund. The Chairman shall give the person involved an opportunity to supply additional information regarding the transaction in question.

F. Sanctions.
-------------

If the Chairman determines that a violation of this Code may have occurred, he shall convene a Committee of Trustees consisting of


the those Unaffiliated Trustees other than the person whose transaction is under consideration, and shall provide the committee with a report of the matter, including any additional information supplied by such person. The committee may impose such sanction as it deems appropriate.

III. Miscellaneous.
-------------------

A. Amendments to The Manager's Code of Ethics. Any amendment to the Putnam Companies Code of Ethics shall be deemed an amendment to Section I-A of this Code effective 30 days after written notice of such amendment shall have been received by the Chairman, unless the Trustees expressly determine that such amendment shall become effective at an earlier or later date or shall not be adopted.

B. Records. The Fund shall maintain records in the manner and to the extent set forth below, which records may be maintained on microfilm under the conditions described in Rule 31a-2(f)(1) under the Investment Company Act and shall be available for examination by representatives of the Securities and Exchange Commission.

(1) A copy of this Code and any other code which is, or at any time within the past five years has been, in effect shall be preserved in an easily accessible place;

(2) A record of any violation of this Code and of any action taken as a result of such violation shall be preserved in an easily accessible place for a period of not less than five years following the end of the fiscal year in which the violation occurs;

(3) A copy of each report made by an officer or Trustee pursuant to this Code shall be preserved for a period of not less than five years from the end of the fiscal year in which it is made, the first two years in an easily accessible place; and

(4) A list of all person who are, or within the past five years have been, required to make reports pursuant to this Code shall be maintained in an easily accessible place.


C. Confidentiality.
-------------------

All reports of securities transactions and any other information filed with any Fund pursuant to this Code shall be treated as confidential, but are subject to review as provided herein and by personnel of the Securities and Exchange Commission.

D. Interpretation of Provisions.
--------------------------------

The Trustees may from time to time adopt such interpretations of this Code as they deem appropriate.

E. Delegation by Chairman.
--------------------------

The Chairman of the Funds may from time to time delegate any or all of his responsibilities under this Code, either generally or as to specific instances, to such officer or Trustee of the Funds as he may designate.

As adopted
July 23, 2001


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working@PUTNAM

DECEMBER 2006


Putnam's Code of Ethics

Graphic Omitted: Portrait of Justice Samuel Putnam


Dear Putnam Employee,

Putnam’s Code of Ethics is an essential component of the “fiduciary mindset” and of our commitment to the maintenance of the highest professional standards. Taking care of other people’s money is a serious responsibility, and we need to ensure that our clients’ interests come first. Firms with a strong fiduciary culture are attractive to clients who are looking for superior money management, and Putnam’s Code is designed to ensure that Putnam preserves that trust.

The rules reflected in the Code are good business practices and were not created simply to meet regulatory standards. If, from time to time, the rules seem burdensome, I ask you to put yourself in the place of our shareholders and clients, who have entrusted us to manage their assets so that they may pursue the goals of saving for retirement or funding their children’s education. We have also provided a guide to use as quick reference to some of the Code’s key provisions.

If you have any questions or concerns at any time, however, I encourage you to contact one of the members of our Code of Ethics staff in the Legal and Compliance Department.

Graphic Omitted: Signature of Ed Haldeman


Ed Haldeman
President and Chief Executive Officer


Table of Contents   
 
 
Code of Ethics Overview  1 
Putnam’s Code Of Ethics  4 
Definitions  5 
Section I — Personal Securities Rules for All Employees  8 
A. Pre-clearance  8 
Rule 1: Pre-clearance Requirements  8 
Rule 2: Personal Trading Assistant (PTA) System and Restricted List  8 
Rule 3: Marsh & McLennan (MMC) Securities  11 
B. Prohibited Transactions  12 
Rule 1: Short-Selling Prohibition  12 
Rule 2: Initial Public Offerings Prohibition  13 
Rule 3: Private Placement Pre-approval Requirements  13 
Rule 4: Trading with Material Non-public Information  14 
Rule 5: No Personal Trading with Client Portfolios  14 
Rule 6: Holding Putnam Mutual Fund Shares  15 
Rule 7: Putnam Mutual Fund Employee Restrictions  16 
Rule 8: Special Orders  17 
Rule 9: Excessive Trading  17 
Rule 10: Spread Betting  18 
C. Discouraged Transaction  18 
Rule 1: Naked Options  18 
D. Exempted Transactions  19 
Rule 1: Involuntary Transactions  19 
Rule 2: Special Exemptions  19 
Section II — Additional Special Rules for Personal Securities Transactions  20 
A. Access Persons and Certain Investment Professionals  20 
Rule 1: 90-Day Short-Term Rule  20 
B. Certain Investment Professionals  20 
Rule 2: 7-Day Rule  20 
Rule 3: Blackout Rule  21 
Rule 4: Contra-Trading Rule  22 
Rule 5: No Personal Benefit  23 
Section III — General Rules for All Employees  24 
Rule 1: Compliance with All Laws, Regulations, and Policies  24 
Rule 2: Conflicts of Interest  24 
Rule 3: Gifts and Entertainment Policy  24 
Rule 4: Anti-bribery/Kickback Policy  27 
Rule 5: Political Activities, Contributions, Solicitations, and Lobbying Policy  27 
Rule 6: Confidentiality of Putnam Business Information  29 
Rule 7: Outside Business Affiliations  29 
Rule 8: Role as Trustee or Fiduciary Outside of Putnam Investments  30 
Rule 9: Investment Clubs  30 
Rule 10: Business Negotiations for Putnam Investments  30 
Rule 11: Accurate Records  31 
Rule 12: Family Members’ Conflict Policy  31 


Rule 13: Affiliated Entities  32 
Rule 14: Computer and Network Use Policy  32 
Rule 15: CFA Institute Code of Ethics and Standards of Professional Conduct  33 
Rule 16: Privacy Policy  33 
Rule 17: Anti-money Laundering Policy  34 
Rule 18: Record Retention  34 
Section IV — Reporting Requirements  35 
Reporting of Personal Securities Transactions  35 
Rule 1: Broker Confirmations and Statements  35 
Rule 2: Access Person — Quarterly Transaction Report  36 
Rule 3: Access Person — Initial/Annual Holdings Report  36 
Rule 4: Certifications  36 
Rule 5: Outside Business Affiliations  36 
Rule 6: Reporting of Irregular Activity  37 
Rule 7: Ombudsman  37 
Section V — Education Requirements  38 
Rule 1: Distribution of Code  38 
Rule 2: Annual Training Requirement  38 
Section VI — Compliance and Appeal Procedures  39 
Section VII — Sanctions  41 
Appendix A: Insider Trading Prohibitions Policy Statement  43 
Appendix A: Definitions: Insider Trading  44 
Appendix A — Section I: Rules Concerning Inside Information  45 
Rule 1: Inside Information  45 
Rule 2: Material Non-public Information  45 
Rule 3: Reporting of Material Non-public Information  45 
Appendix A — Section II: Overview of Insider Trading  47 
Appendix B: Policy Statement Regarding Employee Trades in Shares of Putnam Closed-End Funds  51 
Appendix C: Contra-Trading Rule Clearance Form  52 
Appendix D: CFA Institute Code of Ethics and Standards of Professional Conduct  53 
Appendix E: Inducement Policy for Putnam Investments Limited (PIL) Employees  57 


Code of Ethics Overview

This overview of Putnam’s Code of Ethics is not intended to substitute for a careful reading of the complete document. As a condition of continued employment, every Putnam employee is required to read, understand, and comply with all of the provisions of the Code of Ethics. Additionally, employees are expected to comply with the policies and procedures contained within the Putnam Employee Handbook, which is available online at www.ibenefitcenter.com.

It is the personal responsibility of every Putnam employee to avoid any conduct that could create a conflict, or even the appearance of a conflict, with our fund shareholders or other clients, or do anything that could damage or erode the trust our clients place in Putnam and its employees. This is the spirit of the Code of Ethics. In accepting employment at Putnam, every employee accepts the absolute obligation to comply with the letter and the spirit of the Code of Ethics. Failure to comply with the spirit of the Code of Ethics is just as much a violation of the Code as failure to comply with the written rules of the Code.

The rules of the Code cover activities, including personal securities transactions, of Putnam employees, certain family members of employees, and entities (such as corporations, trusts, or partnerships) that employees may be deemed to control or influence.

Sanctions will be imposed for violations of the Code of Ethics. Sanctions may include monetary fines, bans on personal trading, reductions in salary increases or bonuses, disgorgement of trading profits, suspension of employment, and termination of employment. The proceeds resulting from monetary sanctions will be given to a charity chosen by the Code of Ethics Officer.

Insider trading

Putnam employees are forbidden to buy or sell any security while either Putnam or the employee is in possession of material, non-public information (inside information) concerning the security or the issuer. A violation of Putnam’s insider trading policies may result in criminal and civil penalties, including imprisonment, disgorgement of profits, and substantial fines. An employee aware of or in possession of inside information must report it immediately to the Code of Ethics Officer. (See Appendix A: Insider Trading Prohibitions Policy Statement.)

Conflicts of interest

The Code of Ethics imposes limits on activities of Putnam employees where the activity may conflict with the interests of Putnam or its clients. These include limits on the receipt and solicitation of gifts and on service as a fiduciary for a person or entity outside of Putnam. For example, Putnam employees generally may not accept gifts over $100 in total value in a calendar year from any entity, or any supplier of goods or services to Putnam. In addition, a Putnam employee may not serve as a director of any corporation or other entity without prior approval of the Code of Ethics Officer.

1


Confidentiality

Information about Putnam clients and Putnam investment activity and research is proprietary and confidential and may not be disclosed or used by any Putnam employee outside Putnam without a valid business purpose.

Putnam mutual funds

All employees and certain family members are subject to a minimum 90-day holding period for shares in Putnam’s open-end mutual funds. This restriction does not apply to Putnam’s Stable Value or money market funds. Except in limited circumstances, all employees must hold Putnam open-end fund shares in accounts at Putnam.

Portfolio managers and others with access to investment information (“Access Persons”) are subject to a minimum one-year holding period for holding Putnam open-end fund shares.

Personal securities trading

Putnam employees may not buy or sell any security for their own account without clearing the proposed transaction in advance. Clearance is facilitated through the Personal Trading Assistant (PTA), the online pre-clearance system for equity securities, and directly with the Code of Ethics Administrator for fixed-income securities and transactions in Putnam closed-end funds. Certain securities are exempted from this pre-clearance requirement (e.g., shares of open-end (not closed-end) mutual funds).

Putnam employees may not buy any securities in an initial public offering or in a private placement, except in limited circumstances when prior written authorization is obtained.

Clearance must be obtained in advance, between 9:00 a.m. and 4:00 p.m. Eastern Time (ET) on the day of the trade. A clearance is valid only for the day it is obtained. Putnam employees are strongly discouraged from engaging in excessive trading for their personal accounts. Employees are prohibited from making more than 10 trades in individual securities each calendar quarter.

Short selling

Putnam employees are prohibited from short selling any security, whether or not it is held in a Putnam client portfolio, although short selling against broad market indexes and “against the box” are permitted. Note, however, that short selling “against the box” or otherwise hedging an investment in shares of Marsh & McLennan (MMC) stock is prohibited.

Confirmations of trading and periodic account statements

All Putnam employees must have their brokers send copies of confirmations and statements of personal securities transactions to the Code of Ethics Administrator. This also applies to members of the immediate family who share the same household as the employee or for whom the employee has investment discretion. Employees must contact the Code of Ethics Administrator to (a) obtain an authorization [407] letter, (b) provide instructions to the broker in establishing a personal brokerage account, and (c) enter a broker account profile into PTA.

2


Quarterly and annual reporting

Employees will be notified if the following requirements apply. Upon commencement of employment and thereafter on an annual basis, Access Persons must disclose in the PTA system all personal securities holdings (even those to which pre-clearance may not apply). On a quarterly basis, Access Persons must disclose all their securities transactions in Personal Trading Assistant (PTA) within 15 days after the end of the quarter.

Personal securities transactions by Access Persons
and certain investment professionals

The Code imposes several special restrictions on personal securities transactions by Access Persons and certain investment professionals, which are summarized as follows. (Refer to Section II for details):

· 90-Day Short-Term Rule. No Access Person shall purchase and then sell at a profit, or sell and then repurchase at a lower price, any security or related derivative security within 90 calendar days.

· 7-Day Rule. Before a portfolio manager places an order to buy a security for any portfolio he manages, he must sell from his personal account any such security or related derivative security purchased within the preceding seven calendar days, and disgorge any profit from the sale.

· Blackout Rule. No portfolio manager may sell any security or related derivative security for her personal account until seven calendar days after the most recent purchase of that security or related derivative security for any portfolio she manages. No portfolio manager may buy any security or related derivative security for her personal account until seven calendar days after the most recent sale of that security or related derivative security by any portfolio she manages.

Analysts are also subject to the 7-Day and Blackout rules in connection with a recommendation to buy/outperform or sell/underperform a security.

· Contra-Trading Rule. No portfolio manager may sell out of her personal account any security or related derivative security that is held in any portfolio she manages unless she has received the written approval of an appropriate CIO and the Code of Ethics Officer.

· No portfolio manager may cause a Putnam client to take action for the manager’s personal benefit.

3


Putnam’s Code Of Ethics

Putnam Investments is required by law to adopt a Code of Ethics. The purposes of the law are to ensure that companies and their employees comply with all applicable laws and to prevent abuses in the investment advisory business that can arise when conflicts of interest exist between the employees of an investment advisor and its clients. By adopting and enforcing a Code of Ethics, we strengthen the trust and confidence reposed in us by demonstrating that at Putnam, client interests come first.

The Code that follows represents a balancing of important interests. On the one hand, as a registered investment advisor, Putnam owes a duty of undivided loyalty to its clients, and must avoid even the appearance of a conflict that might be perceived as abusing the trust they have placed in Putnam. On the other hand, Putnam does not want to prevent conscientious professionals from investing for their own account where conflicts do not exist or that are immaterial to investment decisions affecting Putnam clients.

When conflicting interests cannot be reconciled, the Code makes clear that, first and foremost, Putnam employees owe a fiduciary duty to Putnam clients. In most cases, this means that the affected employee will be required to forego conflicting personal securities transactions. In some cases, personal investments will be permitted, but only in a manner, which, because of the circumstances and applicable controls, cannot reasonably be perceived as adversely affecting Putnam client portfolios or taking unfair advantage of the relationship Putnam employees have to Putnam clients.

The Code contains specific rules prohibiting defined types of conflicts. Because every potential conflict cannot be anticipated, the Code also contains general provisions prohibiting conflict situations. In view of these general provisions, it is critical that any individual who is in doubt about the applicability of the Code in a given situation seeks a determination from the Code of Ethics Officer about the propriety of the conduct in advance. The procedures for obtaining such a determination are described in Section VI of the Code.

It is critical that the Code be strictly observed. Not only will adherence to the Code ensure that Putnam renders the best possible service to its clients, it will help to ensure that no individual is liable for violations of law.

It should be emphasized that adherence to this policy is a fundamental condition of employment at Putnam. Every employee is expected to adhere to the requirements of this Code of Ethics despite any inconvenience that may be involved. Any employee failing to do so may be subject to disciplinary action, including financial penalties and termination of employment, as determined by the Code of Ethics Officer, the Code of Ethics Oversight Committee, or the Chief Executive Officer of Putnam Investments.

4


Definitions

The words below are defined specifically for the purpose of Putnam’s Code of Ethics.

Access Persons

Each employee will be informed if he or she is considered an Access Person. The Code of Ethics Officer maintains a list of all Access Persons, categorized as follows:

· All employees of Putnam’s Investment Division

· All employees of Global Operations Services

· All employees of Putnam Investments Limited (PIL) and those based in Europe

· All employees who have access to My Putnam (unless access is limited to the Wall Street Journal via Factiva)

· All members of Putnam’s Executive Board

· Senior Managing Directors and Managing Directors of the Transfer Agency

· Senior Managing Directors and Managing Directors of Enterprise Services

· Senior Managing Directors and Managing Directors of Putnam Retail Management (PRM) and Putnam Global Investment Management (PGIM)

· All directors and officers of a registered investment advisor affiliate, i.e., Putnam Investment Management, LLC, (PIM), The Putnam Advisory Company, LLC (PAC), or Putnam Investments Limited (PIL)

· Employees who have systems access to non-public information about any client’s purchase or sale of securities or to information regarding recommendations with respect to such purchases or sales

· Employees who have access to non-public information regarding the portfolio holdings of any Putnam-advised or sub-advised mutual fund

· Others as defined by the Legal and Compliance Department

Closed-end fund A fund with a fixed number of shares outstanding, and that does not redeem shares the way a typical mutual fund does. Closed-end funds typically trade like stocks on exchange.

Code of Ethics Administrator The individual designated by the Code of Ethics Officer to assume responsibility for day-to-day, nondiscretionary administration of this Code. The current Code of Ethics Administrator is Laura Rose, who can be reached at extension 11104.

Code of Ethics Officer The Putnam officer who has been assigned the responsibility of enforcing and interpreting this Code. The Code of Ethics Officer shall be the Chief Compliance Officer or such other person as is designated by the Chief Executive Officer of Putnam Investments. If the Code of Ethics Officer is unavailable, the Deputy Code of Ethics Officer shall act in his stead. The Code of Ethics Officer is Tony Ruys de Perez. The Deputy Code of Ethics Officer is Kathleen Griffin.

Code of Ethics Oversight Committee Has oversight responsibility for administering the Code of Ethics. Members include the Code of Ethics Officer and other members of Putnam’s senior management approved by the Chief Executive Officer of Putnam.

5


Considered Securities Limited Sale Rule This rule permits a sale (but not a purchase) of a security up to 250 shares per day if the market capitalization of the security is $500 million to $5 billion.

Discretionary Account An account for which the holder gives his/her broker or investment advisor (but not an immediate family member) complete authority to make management decisions to buy and sell securities (also called controlled account or managed account).

Exchange Traded Fund (ETF) A fund that tracks an index, but can be traded like a stock. ETFs always bundle together the securities that are in an index. Examples include (but are not limited to): SPDRs, WEBs, QQQQs, iShares, and HLDRs.

NOTE:

Excluded from pre-clearance but not from reporting requirements are: exchange-traded index funds (ETFs) containing a portfolio of securities of 25 or more issuers (e.g., SPDRs, WEBs, QQQQs, iShares, and HLDRs), and any option on a broad-based market index or an exchange-traded futures contract or option. Country funds, as well as other funds that are not tied to an index, are considered closed-end funds and are subject to pre-clearance and reporting requirements. (See Section I.A, Rule 1: Pre-clearance Requirements for more information.)

Immediate family Spouse, domestic partner, minor children, or other relatives living in the same household as the Putnam employee. All pre-clearance and reporting rules apply to “immediate family members.”

Narrow-based derivative A future, swap, put or call option, or similar derivative instrument whose return is determined by reference to fewer than 25 underlying issuers. Single stock futures and ETFs based on less than 25 issuers are included.

Personal Trading Assistant (PTA) The Personal Trading Assistant (PTA) is an internet application designed for employees to manage personal trading activities, such as pre-clearance, reporting, and certifications, in accordance with regulatory requirements and Putnam’s Code of Ethics.

Policy statements The Insider Trading Prohibitions Policy Statement is attached to the Code as Appendix A and the Policy Statement Regarding Employee Trades in Shares of Putnam Closed-End Funds is attached to the Code as Appendix B.

Private placement Any offering of a security not offered to the public and not requiring registration with the relevant securities authorities.

Purchase or sale of a security Any acquisition or transfer of any interest in the security for direct or indirect consideration; this includes the writing of an option. This definition includes any transfer of a security by an employee as a gift to an individual or a charity.

Putnam Any or all of Putnam, LLC and its subsidiaries, any one of which shall be a Putnam company.

Putnam client Any of the Putnam mutual funds, or any advisor, trust, or other client for whom Putnam manages money.

Putnam employee (or employee) Any employee of Putnam.

Restricted list The list established in accordance with Rule 1 of Section I.A.

6


Security The following instruments are defined as “securities” and require pre-clearance:

· Any type or class of equity or debt security, e.g., corporate or municipal bonds.

· Any rights relating to a security, such as warrants and convertible securities

· Closed-end funds

· Any narrow-based derivative, e.g., a put or call option on a single security Pre-clearance and reporting is not required (unless otherwise noted) for:

· Currencies, Treasuries (T-bills), and direct and indirect obligations of the U.S. government and its agencies

· Direct and indirect obligations of any member country in the Organization for Economic Co-Operation and Development (OECD), commercial paper, certificates of deposit (CDs), repurchase agreements, bankers’ acceptances, and other money market instruments

Selling Short The sale of a security that the investor does not own in order to take advantage of an anticipated decline in the price of the security. In order to sell short, the investor must borrow the security from his broker in order to make delivery to the buyer.

Selling Short Against the Box A short sale where the investor owns the security, but does not want to use the shares for delivery, so he borrows them from the brokerage firm.

Transaction for a personal account Securities transactions: (a) for the personal account of any employee; (b) for the account of a member of the immediate family of any employee; (c) for the account of a partnership in which a Putnam employee or immediate family member is a general partner or a partner with investment discretion; (d) for the account of a trust in which a Putnam employee or immediate family member is a trustee with investment discretion; (e) for the account of a closely held corporation in which a Putnam employee or immediate family member holds shares and for which he has investment discretion; and (f ) for any account other than a Putnam client account, which receives investment advice of any sort from the employee or immediate family member, or as to which the employee or immediate family member has investment discretion.

Rule of construction regarding time periods Unless the context indicates otherwise, time periods used in the Code of Ethics shall be measured inclusively, i.e., beginning on the date from which the measurement is made.

EXCEPTIONS

Unless the context indicates otherwise, there will be no exceptions to the rules.

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Section I — Personal Securities Rules for All Employees

A. Pre-clearance

Rule 1: Pre-clearance Requirements

Pre-clearance is required for the following securities:

· MMC Stock

· Any type or class of equity or debt security, including corporate and municipal bonds

· Any rights relating to a security, such as warrants and convertible securities

· Closed-end funds – including Putnam closed-end funds. Country funds as well as other funds that are not tied to an index are considered closed-end funds and are subject to pre-clearance and reporting requirements, e.g., India Fund (INF), Morgan Stanley Asia Pacific Fund (APF), Central Europe and Russia Fund (CEE). Certain closed-end funds which sometimes are referred to as closed-end ETFs, such as Blackrock (BKK), Western Asset Emerging (ESD), or Eaton Vance Muni Trust (EVN), are also subject to pre-clearance and reporting requirements.

· Any narrow-based derivative, e.g., a put or call option on a single security

· Any security donated as a gift to an individual or a charity

Pre-clearance is not required for:

· Open-end mutual funds

· Currencies, Treasuries (T-bills), and direct and indirect obligations of the U.S. government and its agencies

· Direct and indirect obligations of any member of the country of the Organization for Economic Co-Operation and Development (OECD), commercial paper, certificates of deposit (CDs), repurchase agreements, bankers’ acceptances, and other money market instruments

The following are excluded from pre-clearance but not from reporting requirements:

· Exchange-traded index funds (ETFs) containing a portfolio of securities of 25 or more issuers (e.g., SPDRs, WEBs, QQQQs, iShares, and HLDRs), and any option on a broad-based market index or an exchange-traded futures contract or option thereon.

Rule 2: Personal Trading Assistant (PTA) System and Restricted List

No Putnam employee shall purchase or sell for his personal account any security requiring pre-clearance under Rule 1 without prior clearance obtained through procedures set forth by the Code of Ethics Officer. Equity securities are pre-cleared through the PTA pre-clearance system (under the @Putnam tab at www.ibenefitcenter.com). Fixed-income securities must be pre-cleared by calling the Code of Ethics Administrator. There are special rules for trading in Putnam closed-end funds. (See Appendix B.) Subject to the limited exceptions below, no clearance will be granted for securities appearing on the Restricted List. Securities will be placed on the Restricted List in the following circumstances:

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(a) When orders to purchase or sell such security have been entered for any Putnam client or the security is being actively considered for purchase for any Putnam client, unless the security is a non-convertible investment-grade (rated at least BBB by S&P or Baa by Moody’s) fixed-income investment;

(b) When such a security is a voting security of a corporation in the banking, savings and loan, communications, public utilities, or gaming (i.e., casinos) industries, if holdings of Putnam clients in that corporation exceed 7%;

(c) When, in the judgment of the Code of Ethics Officer, other circumstances warrant restricting personal transactions of Putnam employees in a particular security;

(d) When required under the Policy Statement Concerning Insider Trading Prohibitions. (See Appendix A.)

IMPLEMENTATION

An employee wishing to trade any equity securities for his personal account shall first obtain clearance through the Personal Trading Assistant (PTA) system. The system may be accessed online either at www.ibenefitcenter.com by clicking on “Employee Essentials” under the @Putnam tab and selecting “Access PTA,” or at iworkplace. Employees may pre-clear securities between 9:00 a.m. and 4:00 p.m. ET. Requests to make personal securities transactions may not be made using the system or presented to the Code of Ethics Administrator before 9:00 a.m. or after 4:00 p.m. ET.

Pre-clearance must be made by calling the Code of Ethics Administrator for fixed-income (municipal and corporate bonds, including non-convertible investment-grade bonds rated BBB by S&P or Baa by Moody’s).

The PTA system will inform the employee whether the security may be traded and whether trading in the security is subject to the “Large Cap” limitation or the “Considered List –Limited Sale Exception.” The response of the pre-clearance system as to whether a security appears on the Restricted List and, if so, whether it is eligible for the exceptions set forth after this Rule shall be final, unless the employee appeals to the Code of Ethics Officer, using the procedure described in Section VI, regarding the request to trade a particular security.

A clearance is only valid for trading on the day it is obtained. Trades in any security by employees in Asian or European offices of Putnam or trades by any employee in securities listed on Asian or European stock exchanges, however, may be executed within one business day after pre-clearance is obtained.

If a security is not on the Restricted List, other classes of securities of the same issuer (e.g., preferred or convertible preferred stock) may be on the Restricted List. It is the employee’s responsibility to identify with particularity the class of securities for which permission is being sought for a personal investment.

If the PTA system does not recognize a security, or if an employee is unable to use the system or has any questions with respect to the system or pre-clearance, the employee may consult the Code of Ethics Administrator. The Code of Ethics Administrator shall not have authority to answer any questions about a security other than whether trading is permitted. The response of the Code of Ethics Administrator as to whether a security appears on the Restricted List and, if so, whether it is eligible for any applicable exceptions set forth after this Rule shall be final, unless the employee appeals to the Code of Ethics Officer, using the procedure described in Section VI, regarding the request to trade a particular security.

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EXCEPTIONS

A. Large Cap Exemption. If a security appearing on the Restricted List is an equity security for which the issuer has a market capitalization (defined as outstanding shares multiplied by current price per share) of over $5 billion, then upon clearance approval, the Putnam employee may not trade more than 1,000 shares of the security for the day.

B. Considered List – Limited Sale Rule. As the Putnam list of considered securities is broad and inclusive, employees will be permitted to make limited sales (250 shares) but not purchases of securities held in their accounts if trading is blocked solely by the Considered List of securities.

C. Pre-clearing Transactions Effected by Share Subscription. Trades of securities made by subscription rather than on an exchange are limited to issuers having a market capitalization of $5 billion or more and are subject to the 1,000 share limit. The following are procedures to comply with Rules 1 and 2 when effecting a purchase or sale of shares by subscription:

· The Putnam employee must pre-clear the trade on the day he or she submits a subscription to the issuer rather than on the actual day of the trade since the actual day of the trade typically will not be known to the employee who submits the subscription. The employee must contact the Code of Ethics Administrator at the time of pre-clearance and will be told whether the purchase is permitted (in the case of a corporation having a market capitalization of $5 billion or more) or not permitted (in the case of a smaller capitalization issuer).

· The subscription for any purchase or sale of shares must be reported on the Access Person’s quarterly personal securities transaction report, noting the trade was accomplished by subscription.

· Because no brokers are involved in the transaction, the confirmation requirement will be waived for these transactions, although the Putnam employee must provide the Legal and Compliance Department with any transaction summaries or statements sent by the issuer.

D. Trades in Approved Discretionary Brokerage Accounts. A transaction does not need to be pre-cleared if it takes place in an account that the Code of Ethics Officer has approved in writing as exempt from the pre-clearance requirement. In the sole discretion of the Code of Ethics Officer, accounts that will be considered for exclusion from the pre-clearance requirement are only those for which an employee’s securities broker or investment advisor has complete discretion (a discretionary account). Employees wishing to seek such an exemption must send a written request to the Code of Ethics Administrator and meet the following conditions: (i) the employee certifies annually in writing that the employee has no influence over the transactions in the discretionary account and is not aware of the transactions in the discretionary account prior to their execution; (ii) the compliance department of the emp loyee’s broker or investment advisor certifies annually in writing that the employee has no influence over the transactions in the discretionary account and is not aware of the transactions in the discretionary account prior to their execution; and (iii) each calendar quarter, the broker or investment advisor sends Putnam’s Code of Ethics Administrator copies of each quarterly statement for the discretionary account.

COMMENTS

· Pre-clearance. Subpart (a) of Rule 2 is designed to avoid the conflict of interest that might occur when an employee trades for his personal account a security that currently is being

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traded or is likely to be traded for a Putnam client. Such conflicts arise, for example, when the trades of an employee might have an impact on the price or availability of a particular security, or when the trades of the client might have an impact on price to the benefit of the employee. Thus, exceptions involve situations where the trade of a Putnam employee is unlikely to have an impact on the market.

· Regulatory Limits. Owing to a variety of federal statutes and regulations in the banking, savings and loan, communications, and gaming industries, it is critical that accounts of Putnam clients do not hold more than 10% of the voting securities (7% for public utilities) of any issuer in those industries. Subpart (b) of this rule limits employees’ personal trades to sales of shares in these areas because of the risk that the personal holdings of Putnam employees may be aggregated with Putnam holdings. Putnam’s so-called 7% rule will allow the regulatory limits to be observed.

· Options. For the purposes of this Code, options are treated like the underlying security. Thus, an employee may not purchase, sell, or “write” option contracts for a security that is on the Restricted List. The automatic exercise or assignment of an options contract (the purchase or writing of which was previously pre-cleared) does not have to be pre-cleared. Note, however, that the purchase or sale of securities obtained through the exercise of options must be pre-cleared.

· Involuntary Transactions. Involuntary personal securities transactions are exempted from the Code. Special attention should be paid to this exemption. (See Section I.D.)

· Tender Offers. This Rule does not prohibit an employee from tendering securities from his personal account in response to any and all tender offers, even if Putnam clients are also tendering securities. If tendering a security in response to a “partial tender offer,” an employee must pre-clear the trade on the day she submits instructions to her broker, and she will be prohibited from trading if Putnam clients are also tendering the same security.

· Gifts of Securities. Pre-clearance is required for securities donated as a gift to a charitable organization or to an individual. Employees are required to provide a gift transfer certificate of the transaction (if produced) to the Code of Ethics Administrator along with an account statement reflecting the gift transaction. Receipt of a securities gift should be reported on the Access Person’s Annual Holdings Report. Employees who receive a securities gift must report the gift to the Code of Ethics Administrator to make the necessary adjustments in PTA and Access Persons must disclose this holding in PTA.

Rule 3: Marsh & McLennan (MMC) Securities

All employees trading in MMC securities must be pre-cleared in the PTA system. MMC securities include stock, options, and any other securities such as debt. Trades in the MMC Employee Stock Purchase Plan and in all Putnam and MMC employee benefit and bonus plans, i.e., reallocating, rebalancing, or exchanging in and out of the 401(k)/Profit/Bonus Plan, etc., are included in this requirement.

Pre-clearance of MMC is required when, for example, you:

· Sell MMC out of the Stock Purchase Plan

· Exchange MMC shares into or out of your 401(k)/Profit Sharing/Bonus Plan

· Reallocate your Putnam fund choices, which results in a buy or sell of MMC from your 401(k)/Profit Sharing/Bonus Plan

· Trade in MMC securities in other accounts held outside Putnam

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Pre-clearance is not required when you:

· Increase/decrease the amount of money that is automatically deducted (systematic plan) from your paycheck and used to purchase MMC shares in your 401(k)/Profit Sharing/Stock Purchase Plan

· Maintain standing instructions to have money deducted (automatic payroll deductions) and want to increase or decrease the percentage allocated, or instruct to reduce it to “0” in your 401(k)/Profit Sharing/Stock Purchase Plan

· Apply for a loan and/or make withdrawals of the stock from your 401(k)/Profit Sharing Plan

COMMENTS

All transactions of MMC require pre-clearance in PTA before you contact your broker to trade shares in an outside brokerage account or before contacting Citigroup Smith Barney to sell shares out of your Stock Purchase Plan. Also, if MMC is one of your choices in the 401(k)/Profit Sharing Plan, all exchanges in/out must be cleared. Even though clearance is not required for Putnam mutual funds, if you do not wish to include MMC shares when rebalancing any of your fund choices, which will result in an automatic exchange of your MMC shares, you must remember to exclude MMC shares prior to submitting your changes. If you are investing online, check the box to exclude MMC; or if you are investing by telephone with a Putnam representative, ask to exclude MMC before rebalancing the funds.

Additional MMC-related policies:

· MMC securities may from time to time be restricted due to the federal laws that govern trading on inside information. All transactions are prohibited during this period.

· Members of the Executive Board of Directors and members of the Chief Financial Officer’s senior staff may not trade in MMC securities during the period between the calendar quarter-end and the public announcement of MMC’s earnings for the quarter.

· Transactions in MMC securities that are held in Putnam’s internal plans are not subject to the 90-Day Short-Term Rule (applicable to Access Persons only) or to the holding periods that apply to Putnam mutual funds.

B. Prohibited Transactions

Rule 1: Short-Selling Prohibition

Putnam employees are prohibited from short selling any security in their own account, whether or not the security is held in a Putnam client portfolio. Employees are prohibited from hedging investments made in securities of MMC.

EXCEPTION

Short selling against broad market indexes (such as the Dow Jones Industrial Average, the NASDAQ index, and the S&P 100 and 500 indexes) and short selling against the box are permitted (except that short selling shares of MMC against the box is not permitted).

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Rule 2: Initial Public Offerings Prohibition

No Putnam employee shall purchase any security for her personal account in an initial public offering. Employees are also restricted from participating in Initial Public Offerings via a Discretionary Account.

EXCEPTION

Pre-existing Status Exception. A Putnam employee shall not be barred by this Rule or by Rule 2(a) of Section I.A. from purchasing securities for her personal account in connection with an initial public offering of securities by a bank or insurance company when the employee’s status as a policyholder or depositor entitles her to purchase securities on terms more favorable than those available to the general public, in connection with the bank’s conversion from mutual or cooperative form to stock form, or the insurance company’s conversion from mutual to stock form, provided that the employee has had the status entitling her to purchase on favorable terms for at least two years. This exception is only available with respect to the value of bank deposits or insurance policies that an employee owns before the announcement of the initial public offering. This exception does not apply, however, if the security appears on th e Restricted List in the circumstances set forth in subparts (b), (c), or (d) of Section I.A., Rule 2.

COMMENTS

· The purpose of this Rule is twofold. First, it is designed to prevent a conflict of interest between Putnam employees and Putnam clients who might be in competition for the same securities in a limited public offering. Second, the Rule is designed to prevent Putnam employees from being subject to undue influence as a result of receiving favors in the form of special allocations of securities in a public offering from broker-dealers who seek to do business with Putnam.

· Purchases of securities in the immediate after-market of an initial public offering are not prohibited, provided they do not constitute violations of other provisions of the Code of Ethics. For example, participation in the immediate after-market as a result of a special allocation from an underwriting group would be prohibited by Section III, Rule 3, concerning gifts and other favors.

· Public offerings subsequent to initial public offerings are not deemed to create the same potential for competition between Putnam employees and Putnam clients because of the pre-existence of a market for the securities.

Rule 3: Private Placement Pre-approval Requirements

No Putnam employee shall purchase any security for his personal account in a limited private offering or private placement without prior approval of the Code of Ethics Officer. Privately placed limited partnerships and funds such as private equity or hedge funds are specifically included in this Rule.

COMMENTS

· The purpose of this Rule is to prevent a Putnam employee from investing in securities for his own account pursuant to a limited private offering that could compete with or disadvantage Putnam clients, and to eliminate any incentives Putnam employees might have to favor those who can affect access to limited offerings.

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· Exemptions to the prohibition will generally not be granted where the proposed investment relates directly or indirectly to investments by a Putnam client, or where individuals involved in the offering (including the issuers, broker, underwriter, placement agent, promoter, fellow investors, and affiliates of the foregoing) have any prior or existing business relationship with Putnam or a Putnam employee, or where the Putnam employee believes that such individuals may expect to have a future business relationship with Putnam or a Putnam employee.

· An exemption may be granted, subject to reviewing all the facts and circumstances, for investments in:

(a) Pooled investment funds, including hedge funds, subject to the condition that an employee investing in a pooled investment fund would have no involvement in the activities or decision-making process of the fund except for financial reports made in the ordinary course of the fund’s business, and subject to the condition that the hedge fund does not invest significantly in registered investment companies.

(b) Private placements where the investment cannot relate, or be expected to relate, directly or indirectly to Putnam or investments by a Putnam client.

· Employees who apply for an exemption will be expected to disclose to the Code of Ethics Officer in writing all facts and relationships relating to the proposed investment.

· Applications to invest in private placements will be reviewed by the Code of Ethics Oversight Committee. This review will take into account, among other factors, the considerations described in the preceding comments.

Rule 4: Trading with Material Non-public Information

No Putnam employee shall purchase or sell any security for her personal account or for any Putnam client account while in possession of material, non-public information concerning the security or the issuer. Please read Appendix A, Policy Statement Concerning Insider Trading Prohibitions.

Rule 5: No Personal Trading with Client Portfolios

No Putnam employee shall purchase from or sell to a Putnam client any securities or other property for his personal account, nor engage in any personal transaction to which a Putnam client is known to be a party, or in which the transaction may have a significant relationship to any action taken by a Putnam client.

IMPLEMENTATION

It is the responsibility of every Putnam employee to make inquiry prior to any personal transaction in order to satisfy himself that the requirements of this Rule have been met.

COMMENT

This Rule is required by federal law. It does not prohibit a Putnam employee from purchasing any shares of an open-end Putnam fund. The policy with respect to employee trading in Putnam closed-end funds is attached as Appendix B.

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Rule 6: Holding Putnam Mutual Fund Shares

Putnam employees may not hold shares of Putnam open-end U.S. mutual funds other than through accounts maintained at Putnam. Employees placing purchase orders in shares of Putnam open-end funds must place such orders through Putnam and not through an outside broker or other intermediary. Employees redeeming or exchanging shares of Putnam open-end funds must place those orders through Putnam and not through an outside broker or other intermediary. For transfer instructions, contact a Putnam Preferred Client Services (PCS) representative at 1-800-634-1590.

REMINDER

For purposes of this Rule, “employee” includes:

· Members of the immediate family of a Putnam employee who share the same household as the employee or for whom the Putnam employee has investment discretion (family member);

· Any trust in which a Putnam employee or family member is a trustee with investment discretion and in which such Putnam employee or any family members are collectively beneficiaries;

· Any closely held entity (such as a partnership, limited liability company, or corporation) in which a Putnam employee and his or her family members hold a controlling interest and with respect to which they have investment discretion; and

· Any account (including any retirement, pension, deferred compensation, or similar account) in which a Putnam employee or family member has a substantial economic interest and over which the Putnam employee or family member exercises investment discretion.

COMMENTS

These requirements also apply to:

· Self-directed IRA accounts holding Putnam fund shares;

· Variable insurance accounts that invest in Putnam Variable Trusts such as the Putnam/Hartford Capital Manager Programs. Employees must designate Putnam Retail Management as the broker of record for all such accounts and disclose these holdings in the PTA system.

NOTE:

Employees are required to seek permission from the Code of Ethics Officer to hold Putnam funds in variable trusts outside of Putnam.

EXCEPTION

Retirement, pension, deferred compensation, and similar accounts that cannot be legally transferred to Putnam are not subject to the requirement. For example, a spouse of a Putnam employee may have a 401(k)/Profit Sharing Plan with her employer that invests in Putnam funds. Any employee who continues to hold shares in open-end Putnam funds outside of Putnam must notify the Code of Ethics Officer in writing of the account information, provide the reason why the account cannot be transferred to Putnam, and arrange for a quarterly statement of transactions in such account to be sent to the Code of Ethics Administrator.

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Rule 7: Putnam Mutual Fund Employee Restrictions

(a) Employees (defined in Rule 6) may not, within a 90-calendar day period, make a purchase followed by a sale or a sale followed by a purchase of shares of the same open-end Putnam mutual fund, even if the transactions occur in different accounts.

(b) Employees who are Access Persons may not, within a one-year period, make a purchase followed by a sale or a sale followed by a purchase of shares of the same open-end Putnam mutual fund or of shares of any U.S. registered mutual fund to which Putnam acts as advisor or sub-advisor, even if the transactions occur in different accounts.

(c) All employees are required to link their immediate family members’ accounts holding Putnam mutual funds to comply with the disclosure requirements. These accounts are also subject to the 90-day and one-year rules. To link these accounts, log on to www.ibenefitcenter.com, click on @Putnam, and select Employee Essentials/Linked Mutual Fund Accounts. You are required to confirm the information and will be prompted to add any accounts that you or your family members have that should be linked or delink accounts that you or your family members have closed.

COMMENTS

This Rule applies to transactions by a Putnam employee and family members as defined in the Code in any type of account including retail, IRA, variable annuity, and 401(k)/Profit Sharing Plan, as well as any deferred compensation accounts, and the restrictions apply across all accounts maintained by an employee and family members:

· An employee who buys shares of an open-end Putnam mutual fund may not sell any shares of the same mutual fund until 90 calendar days have passed, or one year for Access Persons.

· Example: If an employee buys shares of a Putnam fund on Day 1 for a retail account and then sells (by exchange) shares of the same fund for his or her 401(k)/Profit Sharing Plan accounts on Day 85, the employee has violated the rule.

· Similarly, an employee who sells shares of an open-end Putnam mutual fund may not buy any shares of the same mutual fund until 90 calendar days have passed, or one year for Access Persons.

· The purpose of these blackout period restrictions is to prevent any market timing or the appearance of any market timing activity.

· This Rule applies to transactions by a Putnam employee and his or her family members as defined in the Code in any type of account including retail, IRA, variable annuity, and 401(k)/Profit Sharing Plan, as well as any deferred compensation accounts.

· The minimum sanction for an initial violation of the blackout period will be disgorgement of any profit made on the transaction. Additional sanctions may apply, including termination of employment.

EXCEPTIONS

A. The restrictions do not apply to Putnam’s money market funds and Putnam Stable Value Fund.

B. 401(k)/Profit Sharing Plan Contributions and Payroll Deductions: The 90-day or one year restriction is not triggered by the initial allocation of regular employee or employer contributions or forfeitures to an employee’s account under the terms of Putnam employee

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benefit plans or a Putnam payroll-deduction direct-investment program; later exchanges of these contributions will be subject to either the 90-day or one-year blackout period.

C. Systematic Programs: The restrictions do not apply with respect to shares sold or acquired as a result of participation in a systematic program for contributions, withdrawals, or exchanges, provided that an election to participate in any such program and the participation dates of the program are not changed more often than quarterly after the program is elected by the employee. Access Persons may elect a quarterly or semiannual rebalancing program although it may only be changed on an annual basis.

D. Employee Benefit Plan Withdrawals and Distributions: No restriction applies with respect to shares sold for withdrawals, loans, or distributions under the terms of Putnam employee benefit plans.

E. Dividends, Distributions, Mergers, and Share Class Conversions: No restriction applies with respect to the acquisition of shares as a result of reinvestment of dividends, distributions, mergers, conversions of share classes, or other similar actions. Subsequent transactions with respect to the shares will be covered.

F. College Savings Program: Redemptions from an employee’s college savings 529 plan to pay for qualified educational expenses for the beneficiary of the account (and redemptions due to death or disability) are exempt from the 90-day and one-year restrictions applicable to Putnam mutual funds. Qualified redemptions include:

· Tuition

· School fees

· Books

· Supplies and equipment required for enrollment

· Room and board

· Death

· Disability

G. Special Situations: In special situations as determined from time to time by Putnam’s Code of Ethics Oversight Committee, exceptions may by granted to the blackout periods as a result of death, disability, or special circumstances (such as personal hardship).

Employees may request an exception by submitting a written request to the Code of Ethics Officer.

Rule 8: Special Orders

Good Until Canceled (GTC) Limit Orders are prohibited.

Any order not executed on the day of pre-clearance must be resubmitted for pre-clearance before being executed on a subsequent day. “Good until canceled limit” orders are prohibited because of the potential failure to pre-clear.

EXCEPTION

Same-day limit orders are permitted.

Rule 9: Excessive Trading

Putnam employees are strongly discouraged from engaging in excessive trading for their personal accounts. Employees are prohibited from making more than 10 trades in

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individual securities in any given quarter. For the purpose of this rule, an employee is prohibited from engaging in more than a total of 10 trades in all accounts the employee may hold (including those accounts held by his immediate family members), not 10 trades per individual account.

EXCEPTION

For the purpose of calculating the number of trades in any quarter, trading the same security in the same direction (buy or sell) over a period of five business days will be counted as one transaction.

Trades in ETFs containing 25 or more issuers and trades of MMC stock in Putnam internal plans are not counted towards the 10 trade limit.

COMMENT

Although a Putnam employee’s excessive trading may not itself constitute a conflict of interest with Putnam clients, Putnam believes that its clients’ confidence in Putnam will be enhanced and that the likelihood of Putnam achieving better investment skills results for its clients over the long term will be increased if Putnam employees rely on their investment skills, as opposed to their trading skills in transactions for their own account. Moreover, excessive trading by a Putnam employee for his or her own account diverts an employee’s attention from the responsibility of servicing Putnam clients, and increases the possibilities for transactions that are in actual or apparent conflict with Putnam client transactions. Short-term trading is strongly discouraged, and employees are encouraged to take a long-term view.

Rule 10: Spread Betting

PIL employees may not enter into any spread betting contracts on financial instruments.

COMMENT

Spread betting provides exposure to the movement of an index or security price without holding any form of certificate.

This Rule guards against the danger that a Putnam employee may be in violation of the Code of Ethics by virtue of his spread betting transactions. Please note that this restriction also applies to the spouse of a Putnam employee and any relatives of a Putnam employee living in the same household as the employee, as their transactions are covered by the Code of Ethics. (See page 2.)

C. Discouraged Transaction

Rule 1: Naked Options

Putnam employees are strongly discouraged from engaging in writing (selling) naked options for their personal accounts.

Naked option transactions are particularly dangerous, because a Putnam employee may be prevented by the restrictions in this Code of Ethics from covering the naked option at the appropriate time. All employees should keep in mind the limitations on their personal securities trading imposed by this Code when contemplating such an investment strategy.

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Engaging in naked options transactions on the basis of material, non-public information is prohibited. (See Appendix A, Policy Statement Concerning Insider Trading Prohibitions.)

D. Exempted Transactions

Rule 1: Involuntary Transactions

Transactions that are involuntary on the part of a Putnam employee are exempt from the prohibitions set forth in Sections I.A., I.B., and I.C.

COMMENTS

This exemption is based on categories of conduct that the Securities and Exchange Commission does not consider “abusive.”

· Examples of involuntary personal securities transactions include:

(a) Sales out of the brokerage account of a Putnam employee as a result of a bona fide margin call, provided that withdrawal of collateral by the Putnam employee within the ten days previous to the margin call was not a contributing factor to the margin call;

(b) Purchases arising out of an automatic dividend reinvestment program of an issuer of a publicly traded security.

· Transactions by a trust in which the Putnam employee (or a member of his immediate family) holds a beneficial interest, but for which the employee has no direct or indirect influence or control with respect to the selection of investments, are involuntary transactions. In addition, these transactions do not fall within the definition of “personal securities transactions.” (See Appendix A, Definitions.)

· A good-faith belief on the part of the employee that a transaction was involuntary will not be a defense to a violation of the Code of Ethics. In the event of confusion as to whether a particular transaction is involuntary, the burden is on the employee to seek a prior written determination of the applicability of this exemption. The procedures for obtaining such a determination appear in Section VI.

Rule 2: Special Exemptions

Transactions that have been determined, in writing by the Code of Ethics Officer before the transaction occurs, to be no more than remotely harmful to Putnam clients because the transaction would be very unlikely to affect a highly institutional market, or because the transaction is clearly not related economically to the securities to be purchased, sold, or held by a Putnam client, are exempt from the prohibitions set forth in Sections I.A., I.B., and I.C.

IMPLEMENTATION

An employee may seek an ad hoc exemption under this Rule by following the procedures in Section VI.

COMMENTS

· This exemption is also based upon categories of conduct that the Securities and Exchange Commission does not consider “abusive.”

· The burden is on the employee to seek a prior written determination that the proposed transaction meets the standards for an ad hoc exemption set forth in this Rule.

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Section II — Additional Special Rules for Personal Securities
Transactions

A. Access Persons and Certain Investment Professionals

Access Persons include all investment professionals and other employees as defined on page 1.

Rule 1: 90-Day Short-Term Rule

Access Persons may not sell a security at a profit within 90 days of purchase or buy a security at a price below which he or she sold it within the past 90 days.

EXCEPTION

None, unless prior written approval from the Code of Ethics Officer is obtained. Exceptions may be granted on a case-by-case basis when no abuse is involved and the equities of the situation support an exemption. For example, although an Access Person may buy a stock as a long-term investment, that stock may have to be sold involuntarily due to unforeseen activity such as a merger.

IMPLEMENTATION

A. The 90-Day Short-Term Rule applies to all Access Persons, as defined in the Definitions section of the Code.

B. Calculation of whether there has been a profit is based upon the market prices of the securities. The calculation includes commissions and other sales charges.

C. As an example, an Access Person would not be permitted to sell a security at $12 that he purchased within the prior 90 days for $10. Similarly, an Access Person would not be permitted to purchase a security at $10 that she had sold within the prior 90 days for $12.

COMMENTS

· The prohibition against short-term trading profits by Access Persons is designed to minimize the possibility that they will capitalize inappropriately on the market impact of trades involving a client portfolio about which they might possibly have information.

· Although Chief Investment Officers, portfolio managers, and analysts may sell securities at a profit within 90 days of purchase in order to comply with the requirements of the 7-Day Rule applicable to them (described below), the profit will have to be disgorged to charity under the terms of the 7-Day Rule.

B. Certain Investment Professionals

Rule 2: 7-Day Rule

(a) Before a portfolio manager (including a Chief Investment Officer with respect to an account he manages) places an order to buy a security for any Putnam client portfolio that he manages, he must sell that security or related derivative security if he has purchased it in his personal account within the preceding seven calendar days.

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(b) Analysts: Before an analyst makes a purchase or an outperform recommendation for a security (including designation of a security for inclusion in the portfolio of Putnam Research Fund), he must sell that security or related derivative security if he has purchased it in his personal account within the preceding seven calendar days.

COMMENTS

· This Rule applies to portfolio managers (including Chief Investment Officers with respect to accounts they manage) in connection with any purchase, no matter how small, in any client account managed by that portfolio manager or CIO (even so-called “clone accounts”). In particular, it should be noted that the requirements of this Rule also apply with respect to purchases in client accounts, including “clone accounts,” resulting from “cash flows.” To comply with the requirements of this Rule, it is the responsibility of each portfolio manager or CIO to be aware of the placement of all orders for purchases of a security by client accounts that he or she manages for seven days following the purchase of that security for his or her personal account.

· An investment professional who must sell securities to be in compliance with the 7-Day Rule must absorb any loss and disgorge to charity any profit resulting from the sale. The recipient charity will be chosen by the Code of Ethics Officer.

· This Rule is designed to avoid even the appearance of a conflict of interest between an investment professional and a Putnam client. A greater burden is placed on these professionals given their positions in the organization. Transactions executed for the employee’s personal account must be conducted in a manner consistent with the Code of Ethics and in such a manner as to avoid any actual or perceived conflict of interest or any abuse of the employee’s position of trust and responsibility.

· “Portfolio manager” is used in this Section as a functional label, and is intended to cover any employee with authority to authorize a trade on behalf of a Putnam client, whether or not such employee bears the title “portfolio manager.” “Analyst” is also used in this Section as a functional label, and is intended to cover any employee who is not a portfolio manager but who may make recommendations regarding investments for Putnam clients.

Rule 3: Blackout Rule

(a) Portfolio Managers: No portfolio manager (including Chief Investment Officers with respect to accounts they manage) shall: (i) sell any security or related derivative security for her personal account until seven calendar days have elapsed since the most recent purchase of that security or related derivative security by any Putnam client portfolio she manages or co-manages; or (ii) purchase any security or related derivative security for her personal account until seven calendar days have elapsed since the most recent sale of that security or related derivative security from any Putnam client portfolio that she manages or co-manages.

(b) Analysts: No analyst shall: (i) sell any security or related derivative security for his personal account until seven calendar days have elapsed since his most recent buy or outperform recommendation for that security or related derivative security (including designation of a security for inclusion in the portfolio of Putnam Research Fund); or (ii) purchase any security or related derivative security for his personal account until seven calendar days have elapsed since his most recent sell or underperform recommendation for that security or related derivative security (including the removal of a security from the portfolio of Putnam Research Fund).

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COMMENTS

· This Rule applies to portfolio managers (including Chief Investment Officers with respect to accounts they manage) in connection with any purchase, no matter how small, in any client account managed by that portfolio manager or CIO (even clone accounts). In particular, it should be noted that the requirements of this rule also apply with respect to transactions in client accounts, including clone accounts, resulting from cash flows. In order to comply with the requirements of this Rule, it is the responsibility of each portfolio manager and CIO to be aware of all transactions in a security by client accounts that he or she manages that took place within the seven days preceding a transaction in that security for his or her personal account.

· This Rule is designed to prevent a Putnam portfolio manager or analyst from engaging in personal investment conduct that appears to be counter to the investment strategy she is pursuing or recommending on behalf of a Putnam client.

Rule 4: Contra-Trading Rule

(a) Portfolio Managers: No portfolio manager shall, without prior clearance and written approval, sell out of his personal account securities or related derivative securities held in any Putnam client portfolio that he manages or co-manages.

(b) Chief Investment Officers: No Chief Investment Officer shall, without prior clearance and written approval, sell out of his personal account securities or related derivative securities held in any Putnam client portfolio managed in his investment group.

IMPLEMENTATION

A. Individuals Authorized to Give Approval. Prior to engaging in any such sale, a portfolio manager shall seek written approval of the proposed sale. In the case of a portfolio manager, prior written approval of the proposed sale shall be obtained from a Chief Investment Officer to whom he reports or, in his absence, another Chief Investment Officer. In the case of a Chief Investment Officer, prior written approval of the proposed sale shall be obtained from another Chief Investment Officer. In addition to the foregoing, prior written approval must also be obtained from the Code of Ethics Officer.

B. Contents of Written Approval. In every instance, use either the attached form of written approval known as ‘Appendix C’ in this Booklet or such other form as the Code of Ethics Officer shall designate. The written approval should be signed by the Chief Investment Officer giving approval and dated when such approval was given, and shall state, briefly, the reasons why the trade was allowed and why the investment conduct pursued by the portfolio manager or Chief Investment Officer was deemed inappropriate for the Putnam client account controlled by the individual seeking to engage in the transaction for his personal account. Such written approval shall be sent by the Chief Investment Officer approving the transaction to the Code of Ethics Officer, for her approval, within 24 hours or as promptly as circumstances permit. Approvals obtained after a transaction has been completed, or while it is in process, will not satisfy the requirements of this Rule.

COMMENT

This Rule, like Rule 3 of this section, is designed to prevent a Putnam portfolio manager from engaging in personal investment conduct that appears to be counter to the investment strategy that he is pursuing on behalf of a Putnam client.

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Rule 5: No Personal Benefit

No portfolio manager shall cause, and no analyst shall recommend, a Putnam client to take action for the portfolio manager’s or analyst’s own personal benefit.

COMMENTS

· A portfolio manager who trades in, or an analyst who recommends, particular securities for a Putnam client account in order to support the price of securities in his personal account, or who “front runs” a Putnam client order is in violation of this Rule. Portfolio managers and analysts should be aware that this Rule is not limited to personal transactions in securities (as that word is defined in the Definitions section). Thus, a portfolio manager or analyst who front runs a Putnam client purchase or sale of obligations of the U.S. government is in violation of this Rule. U.S. government obligations are excluded from the definition of security.

· This Rule is not limited to instances when a portfolio manager or analyst has malicious intent. It also prohibits conduct that creates an appearance of impropriety. Portfolio managers and analysts who have questions about whether proposed conduct creates an appearance of impropriety should seek a prior written determination from the Code of Ethics Officer, using the procedures described in Section VI.

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Section III — General Rules for All Employees

Rule 1: Compliance with All Laws, Regulations, and Policies

All employees must comply with applicable laws and regulations as well as company policies. This includes tax, anti-trust, political contribution, and international boycott laws. In addition, no employee at Putnam may engage in fraudulent conduct of any kind.

COMMENTS

· Putnam may report to the appropriate legal authorities conduct by Putnam employees that violates this Rule.

· It should also be noted that the U.S. Foreign Corrupt Practices Act makes it a criminal offense to make a payment or offer of payment to any non-U.S. governmental official, political party, or candidate to induce that person to affect any governmental act or decision, or to assist Putnam’s obtaining or retaining business.

Rule 2: Conflicts of Interest

No Putnam employee shall conduct herself in a manner that is contrary to the interests of, or in competition with, Putnam or a Putnam client, or that creates an actual or apparent conflict of interest with a Putnam client.

COMMENTS

· This Rule is designed to recognize the fundamental principle that Putnam employees owe their chief duty and loyalty to Putnam and Putnam clients.

· It is expected that a Putnam employee who becomes aware of an investment opportunity that she believes is suitable for a Putnam client whom she services will present it to the appropriate portfolio manager prior to taking advantage of the opportunity herself.

Rule 3: Gifts and Entertainment Policy

No Putnam employee shall accept anything of material value from any broker-dealer, financial institution, corporation, or other entity; any existing or prospective supplier of goods or services with a business relationship to Putnam; or any company or other entity whose securities are held in or are being considered as investments for the Putnam funds, or any other client account. Included are gifts, favors, preferential treatment, special arrangements, or access to special events.

COMMENTS

This Rule is intended to permit the acceptance of only proper types of customary and limited business amenities.

A Putnam employee may not, under any circumstances, accept anything that could create the appearance of a conflict of interest. For example, acceptance of any consideration is prohibited if it would create the appearance of a reward or inducement for conducting Putnam business either with the person providing the gift or his employer.

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IMPLEMENTATION

A. Gifts. An employee may not accept gifts with an aggregate value of more than $100 in any year from any one source, i.e., entity or firm. Any Putnam employee who is offered or receives an item exceeding $100 in value must report the details to the Code of Ethics Officer and surrender or return the gift. Any entertainment event provided to an employee where the host is not in attendance is treated as a gift and is subject to the $100 per year per source limit.

B. Entertainment. Putnam’s rules are designed to permit reasonable, ordinary business entertainment, but prohibit any events that may be perceived as extravagant or that involve lavish expenditures.

1. Occasional lunches, dinners, cocktail parties, or comparable gatherings conducted for business purposes are permitted.

For example, occasional attendance at group functions sponsored by sell-side firms is permitted where the function relates to investments or other business activity. Occasional attendance at these functions is not required to be counted against the limits described in section (B)(2) below.

2. Other entertainment events, such as sporting events, theater, movies, concerts, or other forms of entertainment conducted for business purposes, are permitted only under the following conditions:

(i) The host must be present for the event.

(ii) The location of the event must be in the metropolitan area in which the office of the employee is located.

(iii) Spouses or other family members of the employee may not attend the entertainment event or any meals before or after the entertainment event.

(iv) The value of the entertainment event provided to the employee may not exceed $150, not including the value of any meals that may be provided to the employee before or after the event.

Acceptance of entertainment events that have a market value materially exceeding the face value of the entertainment, which includes, for example, attendance at sporting event playoff games, is prohibited. This prohibition applies even if the face value of tickets to the events is $150 or less or if the Putnam employee offers to pay for the tickets. If there is any ambiguity about whether to accept an entertainment event in these circumstances, please consult the Code of Ethics Officer.

(v) The employee may not accept entertainment events under this provision in section (B)(2) more than six times a year and not more than two times in any year from any single source.

(vi) The Code of Ethics Officer may grant exceptions to these rules. For example, it may be appropriate for an employee attending a legitimate conference in a location away from the office to attend a business entertainment event in that location. All exceptions must be approved in advance by written request to the Code of Ethics Officer.

3. Any employee attending any entertainment event under the provision in sections (B)(1) or (B)(2) above must disclose a meal or entertainment in the PTA system within 20 business days of the event. Failure to report will be treated as a violation of the Code.

Planned absences, i.e., vacations, leaves (other than certain medical leaves), or business trips, are not valid excuses for providing late reports. Failure to meet the deadline violates the Code’s rules and sanctions may be imposed.

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4. Meals and entertainment that are part of the regular program at an investment conference (i.e., open to all participants) are not subject to the limits of section (B)(2) above. Meals that are part of a meeting and/or a conference do not require reporting. An employee is required to disclose a meal outside of a business meeting or conference setting.

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C. The following items are prohibited:

1. Any entertainment event attendance that would reflect badly on Putnam as a firm of the highest fiduciary and ethical standards. For example, events involving adult entertainment or gambling must be avoided.

2. Entertainment involving travel away from the metropolitan area in which the employee is located. Even if an exception is granted as discussed in section (B)(2)(vi) above, payment by a third party of the cost of transportation to a location outside the employee’s metropolitan area, lodging while in another location, and any meals not specifically approved by the Code of Ethics officer are prohibited.

3. Personal loans to a Putnam employee on terms more favorable than those generally available for comparable credit standing and collateral.

4. Preferential brokerage or underwriting commissions or spreads or allocations of shares or interests in an investment for the personal account of a Putnam employee.

D. As with any of the provisions of the Code of Ethics, a sincere belief by the employee that he was acting in accordance with the requirements of this Rule will not satisfy his obligations under the Rule. Therefore, an employee who is in doubt concerning the propriety of any gift or favor should seek a prior written determination from the Code of Ethics Officer, as provided in Section VI.C.

E. No Putnam employee may solicit any gift or entertainment from any person, even if the gift or entertainment, if unsolicited, would be permitted.

F. The Rule does not prohibit employees on business travel from using local transportation and arrangements customarily supplied by brokers or similar entities. For example, it is customary for brokers in developing markets to make local transportation arrangements. These arrangements are permitted so long as the expense of lodging and air travel are paid by Putnam.

G. Putnam Retail Management (PRM) employees are subject to additional NASD rules on gifts and entertainment, which can be found in the PRM compliance manual.

Rule 4: Anti-bribery/Kickback Policy

No Putnam employee shall pay, offer, or commit to pay any amount of consideration that might be, or appear to be, a bribe or kickback in connection with Putnam’s business.

COMMENT

Although the Rule does not specifically address political contributions (described in Rule 5), Putnam employees should be aware that it is against corporate policy to use company assets to fund political contributions of any sort, even where such contributions may be legal. No Putnam employee should offer or agree to make any political contributions (including political dinners and similar fundraisers) on behalf of Putnam, and no employee will be reimbursed by Putnam for such contributions made by the employee personally.

Rule 5: Political Activities, Contributions, Solicitations, and Lobbying Policy

A. Corporate Contributions. Political activities of corporations such as Putnam are highly regulated, and corporate political contributions are prohibited. No corporate assets, funds, facilities, or personnel may be used to benefit any candidate, campaign, political party, or political committee, including contributions made in connection with fundraisers.

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1. If employees anticipate that any corporate funds or assets (such as corporate facilities or personnel) may be used in connection with any political volunteer activity, they must obtain pre-approval from the Chief Compliance Officer.

2. Employees should not seek or approve reimbursement from Putnam for any political contribution expenses. Any contributions for which employees seek reimbursement from Putnam are considered contributions by Putnam and are subject to the corporate political contribution requirements.

B. Personal Contributions. Employees have the right to make personal contributions. However, if employees choose to participate in the political process, they must do so as individuals, not as representatives of Putnam.

In certain limited circumstances, individual contributions may raise issues under applicable laws regulating political contributions to public officials, or candidates for official positions, who could be in a position to hire Putnam. As a result, the following rules apply to individual contributions by employees.

1. Prior to making any political contribution to a person or entity with whom Putnam has a current or proposed business relationship, or who can make or influence decisions to engage Putnam to provide services, employees must pre-clear the proposed contribution with the Chief Compliance Officer.

2. Employees may not make contributions to candidates or elected officials for the following offices without prior written approval from the Chief Compliance Officer:

· State or local offices in California, New Jersey, Ohio, or West Virginia

· State Treasurer in Connecticut or Vermont

· Any public office in the City of Houston

· Contributions by certain PRM employees to Ohio officials and candidates are also subject to Putnam’s Municipal Securities Rulemaking Board (MSRB) Political Contribution Policy.

C. Government Official. Employees must obtain pre-approval from the Code of Ethics Officer prior to providing any gift (including meals, entertainment, transportation, or lodging) to any government official or employee.

D. Lobbying. Federal and state law imposes limits and registration requirements on efforts by individuals and companies to influence the passage of legislation or to obtain business from governments. Accordingly, Putnam employees should not engage in any lobbying activities without approval from Putnam’s Director of Government Relations. Lobbying does not include solicitation of investment management business through the ordinary course of business, such as responding to a Request For Proposal (RFP).

COMMENTS

· Putnam has established a political action committee (PAC) that contributes to worthy candidates for political office. Any request received by a Putnam employee for a political contribution must be directed to Putnam’s Legal and Compliance Department.

· This Rule prohibits solicitation on personal letterhead by Putnam employees except as approved by the Code of Ethics Officer.

· Certain officers and employees of Putnam Retail Management (PRM) and other employees involved in Putnam’s College Advantage Section 529 Plan with Ohio Tuition Trust Authority are subject to special rules on political contributions. For questions on these requirements, please call the Director of Compliance for PRM.

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Rule 6: Confidentiality of Putnam Business Information

No unauthorized disclosure may be made by any employee or former employee of any trade secrets or proprietary information of Putnam or of any confidential information. No information regarding any Putnam client portfolio, actual or proposed securities trading activities of any Putnam client, or Putnam research shall be disclosed outside the Putnam organization unless doing so has a valid business purpose and is in accord with relevant procedures established by Putnam relating to such disclosures.

COMMENT

All information about Putnam and Putnam clients is strictly confidential. Putnam research information should not be disclosed without proper approval and never for personal gain.

Rule 7: Outside Business Affiliations

No Putnam employee shall serve as employee, officer, director, trustee, or general partner of a corporation or entity other than Putnam, without prior written approval of the Code of Ethics Officer. Requests for a role at a publicly traded company are especially disfavored and are closely reviewed. Permission will be granted only in extenuating circumstances. [See also Section IV, Rule 5.]

IMPLEMENTATION

A. All employees must provide a written request seeking approval from the Code of Ethics Officer if they wish to serve as an employee, officer, director, trustee, or general partner of a corporation or entity other than Putnam. The details of the outside business affiliation must be disclosed in PTA. Click on Certifications/Disclosures/Outside Business Affiliation/start/complete each question/click Submit. A determination will be sent via e-mail.

B. NASD-licensed employees under PRM also have an obligation to disclose outside business affiliations, new or terminated, in PTA as well.

C. Upon hire, all employees who also hold an outside position must complete an Outside Business Affiliation Disclosure in PTA.

EXCEPTION

Charitable or Non-profit Exception. Putnam employees may serve as an officer, director, or trustee of a charitable or not-for-profit institution, provided that the employee abides by the Code of Ethics and the Policy Statements with respect to any investment activity for which she has any discretion or input as officer, director, or trustee. The pre-clearance and reporting requirements of the Code of Ethics do not apply to the trading activities of such charitable or not-for-profit institutions for which an employee serves as an officer, director, or trustee unless the employee is responsible for day-to-day portfolio management of the account.

COMMENTS

· This Rule is designed to ensure that Putnam cannot be deemed an affiliate of any issuer of securities by virtue of service by one of its officers or employees as director or trustee.

· Positions with public companies are especially problematic and will normally not be approved.

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· Certain charitable or not-for-profit institutions have assets (such as endowment funds or employee benefit plans) that require prudent investment. To the extent that a Putnam employee (because of her position as officer, director, or trustee of an outside entity) is charged with responsibility to invest such assets prudently, she may not be able to discharge that duty while simultaneously abiding by the spirit of the Code of Ethics and the Policy Statements. Employees are cautioned that they should not accept service as an officer, director, or trustee of an outside charitable or not-for-profit entity where such investment responsibility is involved, without seriously considering their ability to discharge their fiduciary duties with respect to such investments.

Rule 8: Role as Trustee or Fiduciary Outside of Putnam Investments

No Putnam employee shall serve as a trustee, an executor, a custodian, or any other fiduciary, or as an investment advisor or counselor for any account outside Putnam.

EXCEPTIONS

A. Charitable or Religious Exception. Putnam employees may serve as a fiduciary with respect to a religious or charitable trust or foundation, so long as the employee abides by the spirit of the Code of Ethics and the Policy Statements with respect to any investment activity over which he has any discretion or input. The pre-clearance and reporting requirements of the Code of Ethics do not apply to the trading activities of such a religious or charitable trust or foundation unless the employee is responsible for day-to-day portfolio management of the account.

B. Family Trust or Estate Exception. Putnam employees may serve as a fiduciary with respect to a family trust or estate, as long as the employee abides by all of the Rules of the Code of Ethics with respect to any investment activity over which he has any discretion.

COMMENT

The roles permissible under this Rule may carry with them the obligation to invest assets prudently. Once again, Putnam employees are cautioned that they may not be able to fulfill their duties in that respect while abiding by the Code of Ethics and the Policy Statements.

Rule 9: Investment Clubs

No Putnam employee may be a member of any investment club.

COMMENT

This Rule guards against the danger that a Putnam employee may be in violation of the Code of Ethics and the Policy Statements by virtue of his personal securities transactions in or through an entity that is not bound by the restrictions imposed by this Code of Ethics and the Policy Statements. Please note that this restriction also applies to the spouse of a Putnam employee and any relatives of a Putnam employee living in the same household as the employee, as their transactions are covered by the Code of Ethics. (See page 2.)

Rule 10: Business Negotiations for Putnam Investments

No Putnam employee may become involved in a personal capacity in consultations or negotiations for corporate financing, acquisitions, or other transactions for outside companies (whether or not held by any Putnam client), nor negotiate nor accept a fee in

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connection with these activities without obtaining the prior written permission of the Chief Executive Officer of Putnam Investments.

Rule 11: Accurate Records

No employee may create, alter, or destroy (or participate in the creation, alteration, or destruction of) any record that is intended to mislead anyone or to conceal anything that is, or is reasonably believed to be, improper. In addition, all employees responsible for the preparation, filing, or distribution of any regulatory filings or public communications must ensure that such filings or communications are timely, complete, fair, accurate, and understandable.

COMMENTS

· In many cases, this is not only a matter of company policy and ethical behavior but also required by law. Our books and records must accurately reflect the transactions represented and their true nature. For example, records must be accurate as to the recipient of all payments; expense items, including personal expense reports, must accurately reflect the true nature of the expense. No unrecorded fund or asset shall be established or maintained for any reason.

· All financial books and records must be prepared and maintained in accordance with generally accepted accounting principles and Putnam’s existing accounting controls, to the extent applicable.

Rule 12: Family Members’ Conflict Policy

No employee or member of an employee’s immediate family shall have any direct or indirect personal financial interests in companies that do business with Putnam, unless such interest is disclosed and approved by the Code of Ethics Officer. Investment holdings in public companies that are not material to the employee are excluded from this prohibition. The Code also provides more detailed supplemental rules to address potential conflicts of interests that may arise if members of employees’ families are closely involved in doing business with Putnam.

Corporate Purchase of Goods and Services — Putnam will not acquire goods and services from any firm in which a member of an employee’s immediate family serves as the sales representative in a senior management capacity or has an ownership interest with the supplier firm (excluding normal investment holdings in public companies) without permission from the Director of Procurement and the Code of Ethics Officer. Any employee who is aware of a proposal to purchase goods and services from a firm at which a member of the employee’s immediate family meets one of the previously mentioned conditions must notify the Director of Procurement and the Code of Ethics Officer.

Portfolio Trading — Putnam will not allocate any trades for a portfolio to any firm that employs a member of an employee’s immediate family as a sales representative to Putnam (in a primary, secondary, or backup role). Any Putnam employee who is aware that an immediate family member serves as a broker-dealer’s sales representative to Putnam should inform the Code of Ethics Officer.

Definition of Immediate Family (specific to Rule 12) — “Immediate family” of an employee means (1) spouse or domestic partner of the employee, (2) any child, sibling, or parent of an employee and any person married to a child, sibling, or parent of an employee, and (3) any other person who lives in the same household as the employee.

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Rule 13: Affiliated Entities

Non-Putnam affiliates (NPAs), listed below in the last comment, provide investment advisory services. No employee shall:

(a) Directly or indirectly seek to influence the purchase, retention or disposition of, or exercise of voting consent, approval, or similar rights with respect to any portfolio security in any account or fund advised by the NPA and not by Putnam;

(b) Transmit any information regarding the purchase, retention or disposition of, or exercise of voting, consent, approval, or similar rights with respect to any portfolio security held in a Putnam or NPA client account to any personnel of the NPA;

(c) Transmit any trade secrets, proprietary information, or confidential information of Putnam to the NPA unless doing so has a valid business purpose and is in accord with any relevant procedures established by Putnam relating to such disclosures;

(d) Use confidential information or trade secrets of the NPA for the benefit of the employee, Putnam, or any other NPA; or

(e) Breach any duty of loyalty to the NPA derived from the employee’s service as a director or officer of the NPA.

COMMENTS

· Sections (a) and (b) of the Rule are designed to help ensure that the portfolio holdings of Putnam clients and clients of the NPA need not be aggregated for purposes of determining beneficial ownership under Section 13(d) of the Securities Exchange Act or applicable regulatory or contractual investment restrictions that incorporate such definition of beneficial ownership. Persons who serve as directors or officers of both Putnam and an NPA should take care to avoid even inadvertent violations of Section (b). Section (a) does not prohibit a Putnam employee who serves as a director or officer of the NPA from seeking to influence the modification or termination of a particular investment product or strategy in a manner that is not directed at any specific securities. Sections (a) and (b) do not apply when a Putnam affiliate serves as an advisor or sub-advisor to the NPA or one of its products, in which case normal Putnam aggregation rul es apply.

· As a separate entity, any NPA may have trade secrets or confidential information that it would not choose to share with Putnam. This choice must be respected.

· When Putnam employees serve as directors or officers of an NPA, they are subject to common law duties of loyalty to the NPA, despite their Putnam employment. In general, this means that when performing their duties as NPA directors or officers, they must act in the best interest of the NPA and its shareholders. Putnam’s Legal and Compliance Department will assist any Putnam employee who is a director or officer of an NPA and has questions about the scope of his or her responsibilities to the NPA.

· Entities that are currently non-Putnam affiliates within the scope of this Rule are: Nissay Asset Management Co., Ltd., LP and PanAgora Asset Management, Inc. (“PanAgora”).

· Putnam and PanAgora also maintain an information barrier between the investment professionals of each organization regarding investment and trading information.

Rule 14: Computer and Network Use Policy

No employee shall use computers, the Internet, e-mail, instant messaging, phones, fax machines and/or the mail service in a manner that is inconsistent with their use as set forth

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in Putnam’s Employee Handbook. No employee shall introduce a computer virus or computer code that may result in damage to Putnam’s information or computer systems.

COMMENT

Putnam’s policy statements relating to these matters are contained in the Computer and Network Use Policy section within the Employee Handbook. The online Employee Handbook is also available directly on the Intranet site at: http://intranet/employee_handbook.

Rule 15: CFA Institute Code of Ethics and Standards of Professional Conduct

All employees must follow and abide by the spirit of the Code of Ethics and the Standards of Professional Conduct of the CFA Institute. The text of the CFA Institute Code of Ethics and Standards of Professional Conduct are set forth in Appendix D.

Rule 16: Privacy Policy

Except as provided below, no employee may disclose to any outside organization or person any non-public personal information about any individual who is a current or former shareholder of any Putnam retail or institutional fund, or current or former client of a Putnam company. All employees shall follow the security procedures as established from time to time by a Putnam company to protect the confidentiality of all shareholder and client account information.

Except as Putnam’s Legal and Compliance Department may expressly authorize, no employee shall collect any non-public personal information about a prospective or current shareholder of a Putnam fund or prospective or current client of a Putnam company, other than through an account application (or corresponding information provided by the shareholder’s financial representative) or in connection with executing shareholder or client transactions, nor shall any information be collected other than the following: name, address, telephone number, Social Security number, and investment, broker, and transaction information.

EXCEPTIONS

A. Putnam Employees. Non-public personal information may be disclosed to a Putnam employee in connection with processing transactions or maintaining accounts for shareholders of a Putnam fund and clients of a Putnam company, to the extent that access to such information is necessary to the performance of that employee’s job functions.

B. Shareholder Consent Exception. Non-public personal information about a shareholder’s or client’s account may be provided to a non-Putnam organization at the specific request of the shareholder or client or with the shareholder’s or client’s prior written consent.

C. Broker or Advisor Exception. Non-public personal information about a shareholder’s or client’s account may be provided to the shareholder’s or client’s broker of record.

D. Third-Party Service Provider Exception. Non-public personal information may be disclosed to a service provider that is not affiliated with a Putnam fund or Putnam company only when such disclosure is necessary for the service provider to perform the specific services contracted for, and only (a) if the service provider executes Putnam’s standard confidentiality agreement, or (b) pursuant to an agreement containing a confidentiality provision that has been approved by the Legal and Compliance Department. Examples of

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such service providers include proxy solicitors and proxy vote tabulators, mail services, and providers of other administrative services, and Information Services Division consultants who have access to non-public personal information.

COMMENTS

· Non-public personal information is any information that personally identifies a shareholder of a Putnam fund or client of a Putnam company and is not derived from publicly available sources. This privacy policy applies to shareholders or clients who are individuals, not institutions. However, as a general matter, all information that we receive about a shareholder of a Putnam fund or client of a Putnam company shall be treated as confidential. No employee may sell or otherwise provide shareholder or client lists or any other information relating to a shareholder or client to any marketing organization.

· All Putnam employees with access to shareholder or client account information must be trained in and follow Putnam’s security procedures designed to safeguard that information from unauthorized use. For example, a telephone representative must be trained in and follow Putnam’s security procedures to verify the identity of a caller requesting account information.

· Any questions regarding this privacy policy should be directed to Putnam’s Legal and Compliance Department. A violation of this policy will be subject to the sanctions imposed for violations of Putnam’s Code of Ethics.

· Employees must report any violation of this policy or any possible breach of the confidentiality of client information, whether intentional or accidental, to the managing director in charge of the employee’s business unit. Managing directors who are notified of such a violation or possible breach must immediately report it in writing to Putnam’s Chief Compliance Officer and, in the event of a breach of computerized data, Putnam’s Chief Technology Officer.

Rule 17: Anti-money Laundering Policy

No employee may engage in any money laundering activity or facilitate any money laundering activity through the use of any Putnam account or client account. Any situations giving rise to a suspicion that attempted money laundering may be occurring in any account must be reported immediately to the managing director in charge of the employee’s business unit. Managing directors who are notified of such a suspicion of money laundering activity must immediately report it in writing to Putnam’s Chief Compliance Officer and Chief Financial Officer.

Rule 18: Record Retention

All employees must comply with the record retention requirements applicable to the business unit. Employees should check with their managers or the Chief Administrative Officer of their division to determine what record retention requirements apply to their business unit.

For PIL employees, The Code of Ethics incorporates any relevant requirements of the U.K. regulator, the Financial Services Authority (FSA), and will be amended from time to time to reflect any U.K. regulatory changes as required.

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Section IV — Reporting Requirements

Reporting of Personal Securities Transactions

Rule 1: Broker Confirmations and Statements

Each Putnam employee shall ensure that copies of all confirmations for securities transactions for personal brokerage accounts, and brokerage account statements are sent to the Legal and Compliance Department Code of Ethics Administrator. (For the purpose of this Rule, securities shall also include ETFs, futures, and other derivatives on broad-based market indexes excluded from the pre-clearance requirement.) Statements and confirmations are required for Putnam funds not held at Putnam or in a Putnam retirement plan, as well as for U.S. mutual funds sub-advised by Putnam.

Putnam employees must disclose their brokerage accounts in the PTA system and complete all required information, which will facilitate the instructions to the broker.

IMPLEMENTATION

A. Putnam employees should contact the Code of Ethics Administrator for a 407 letter instructing the broker to mail copies of confirmations and statements directly to Putnam. It is the employees’ responsibility to follow up with the broker on a reasonable basis to ensure that instructions are being followed.

B. Upon hire and within a designated time frame, Putnam employees are required to establish their broker profiles in PTA.

C. Specific procedures apply to employees of PIL. Employees of PIL should contact the London Code of Ethics Administrator.

D. Failure of a broker-dealer to comply with the instructions of a Putnam employee to send confirmations and statements shall be a violation by the Putnam employee of this Rule. Similarly, failure by an employee to report the existence of a personal account and, if the account is opened after joining Putnam, failure to obtain proper authorization to establish the account shall be a violation of this Rule.

E. Statements and confirmations must also be sent for members of an employee’s immediate family, including statements from a family member’s 401(k)/Profit Sharing Plan at another employer.

F. Employees are not required to provide broker confirmations and statements for MMC transactions in Putnam’s 401(k)/Profit Sharing and Stock Purchase Plan accounts.

COMMENTS

· Transactions for personal accounts is defined broadly to include more than transactions in accounts under an employee’s own name. (See Definitions.)

· Statements and confirmations are required for all personal securities transactions, whether or not exempted or excepted by this Code.

· To the extent that a Putnam employee has investment authority over securities transactions of a family trust or estate, confirmations of those transactions must also be made, unless the employee has received a prior written exception from the Code of Ethics Officer.

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Rule 2: Access Person — Quarterly Transaction Report

Every Access Person shall file a quarterly report within fifteen calendar days of the end of each quarter, recording all purchases and sales of securities for personal accounts as defined in the Definitions section. (For the purpose of this Rule, reportable “securities” also include exchange-traded funds (ETFs), futures, and any option on a security or securities index, including broad-based market indexes excluded from the pre-clearance requirement, and transactions in Putnam open-end funds if the account for the Putnam funds is not held at Putnam or in a Putnam retirement plan and for transactions in U.S. mutual funds sub-advised by Putnam.)

IMPLEMENTATION

It is mandatory that all Access Persons file a quarterly transaction report in the PTA online system. The form shall contain a representation that employees have complied fully with all provisions of the Code of Ethics.

The date for each transaction required to be disclosed in the quarterly report is the trade date for the transaction, not the settlement date.

Planned absences, i.e., vacations, leaves (other than certain medical leaves), or business trips, are not valid excuses for providing late reports. Failure to meet the deadline violates the Code’s rules and sanctions may be imposed.

COMMENT

If the requirement to file a quarterly report applies to you and you fail to report within the required 15-day period, monetary fines or harsher sanctions will be imposed. It is the responsibility of the employee to request an early report if he has knowledge of a planned absence, i.e., vacation, business trip, or leave.

Rule 3: Access Person — Initial/Annual Holdings Report

Access Persons must disclose their personal securities holdings in the Code of Ethics monitoring system, PTA, upon commencement of employment (within ten days of hire) and thereafter on an annual basis. These SEC requirements are mandatory and designed to facilitate the monitoring of personal securities transactions. Putnam’s Code of Ethics Administrator provides Access Persons with instructions regarding their submissions and certifications of these reports in PTA.

Non-Access Persons must disclose their brokerage accounts within 30 days of hire.

Rule 4: Certifications

All employees are required to submit a certification in PTA annually attesting to compliance with all of the conditions of the Code of Ethics.

Rule 5: Outside Business Affiliations

The details of an outside business affiliation must be disclosed in PTA under Certifications/Disclosures/Outside Business Affiliations. (See Section III, Rule 7.)

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Rule 6: Reporting of Irregular Activity

If a Putnam employee suspects that fraudulent, illegal, or other irregular activity (including violations of the Code of Ethics) might be occurring at Putnam, the activity should be reported immediately to the managing director in charge of that employee’s business unit. Managing directors who are notified of any such activity must immediately report it in writing to Putnam’s Chief Financial Officer and Putnam’s Chief Compliance Officer.

An employee who does not feel comfortable reporting this activity to the managing director may instead contact the Chief Compliance Officer, the Putnam or MMC Ethics hotlines, or the Ombudsman.

Contact information for these hotlines is located on the PTA home page and on the Chief Compliance Officer’s intranet site.

Rule 7: Ombudsman

Putnam has established the office of the corporate ombudsman as a resource to help employees address legal or ethical issues in the workplace and to allow employees to voice concerns or seek clarity on issues. The Ombudsman provides a confidential, independent, and impartial source to employees to discuss potential violations of law or of company standards without fear of retribution, and serves as a neutral party with no vested interest in a particular outcome. The Ombudsman is available on an anonymous basis by calling 1-866-ombuds7 (866-662-8377) or by calling 1-617-760-8246.

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Section V — Education Requirements

Every Putnam employee has an obligation to fully understand the rules and requirements of the Code of Ethics.

Rule 1: Distribution of Code

A copy of the Code of Ethics will be distributed to every Putnam employee at least annually. All Access Persons will be required to certify annually that they have read, understood, and will comply with the provisions of the Code of Ethics, including the Code’s Policy Statement Concerning Insider Trading Prohibitions.

Rule 2: Annual Training Requirement

Every employee will be required to complete training on Putnam’s Code of Ethics on an annual basis.

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Section VI — Compliance and Appeal Procedures

A. Restricted List

No employee may engage in a personal securities transaction without prior clearance.

B. Consultation of Restricted List

It is the responsibility of each employee to pre-clear through PTA or consult with the Code of Ethics Administrator, prior to engaging in a personal securities transaction, to determine if the security he proposes to trade is on the Restricted List and, if so, whether it is subject to the large-cap exception.

C. Request for Determination

An employee who has a question concerning the applicability of the Code of Ethics to a particular situation shall request a determination from the Code of Ethics Officer before engaging in the conduct or personal securities transaction about which he has a question.

If the question pertains to a personal securities transaction, the request shall state for whose account the transaction is proposed, the relationship of that account to the employee, the security proposed to be traded, the proposed price and quantity, the entity with whom the transaction will take place (if known), and any other information or circumstances of the trade that could have a bearing on the Code of Ethics Officer’s determination. If the question pertains to other conduct, the request for determination shall give sufficient information about the proposed conduct to assist the Code of Ethics Officer in ascertaining the applicability of the Code. In every instance, the Code of Ethics Officer may request additional information, and may decline to render a determination if the information provided is insufficient.

The Code of Ethics Officer shall make every effort to render a determination promptly.

No perceived ambiguity in the Code of Ethics shall excuse any violation. Any person who believes the Code to be ambiguous in a particular situation should request a determination from the Code of Ethics Officer.

D. Request for Ad Hoc Exemption

Any employee who wishes to obtain an ad hoc exemption under Section I.D., Rule 2, should request from the Code of Ethics Officer an exemption in writing in advance of the conduct or transaction sought to be exempted. In the case of a personal securities transaction, the request for an ad hoc exemption shall give the same information about the transaction required in a request for determination under Section VII.C., and should state why the proposed personal securities transaction would be unlikely to affect a highly institutional market, or is unrelated economically to securities to be purchased, sold, or held by any Putnam client. In the case of other conduct, the request shall give information sufficient for the Code of Ethics Officer to ascertain whether the conduct raises questions of propriety or conflict of interest, real or apparent.

The Code of Ethics Officer shall make reasonable efforts to promptly render a written determination concerning the request for an ad hoc exemption.

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E. Appeal to Code of Ethics Officer with Respect to Restricted List

If an employee ascertains that a security that he wishes to trade for his personal account appears on the Restricted List, and thus the transaction is prohibited, he may appeal the prohibition to the Code of Ethics Officer by submitting a written memorandum containing the same information as would be required in a request for a determination. The Code of Ethics Officer shall make every effort to respond to the appeal promptly.

F. Information Concerning Identity of Compliance Personnel

The names of Code of Ethics personnel are available by contacting the Legal and Compliance Department and will be published on Putnam’s intranet site.

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Section VII — Sanctions

Sanction Guidelines

The Code of Ethics Oversight Committee is responsible for setting sanctions policies for violating the Code. The Committee has adopted the following minimum monetary sanctions for violations of the Code. These sanctions apply even if the exception results from inadvertence rather than intentional misbehavior. The Code of Ethics Officer is authorized to impose the minimum sanction on employees without further Committee action. However, the sanctions noted below are only minimums and the Committee reserves the right to impose additional sanctions such as higher monetary sanctions, trading bans, suspension, or termination of employment as it determines to be appropriate.

A. The minimum sanction per violation of the following Rules is disgorgement of
any profits or payment of avoided losses and the following payments:

Section I.A., Rule 1 (Pre-clearance and Restricted List)

Section I.B., Rule 1 (Short selling)

Section I.B., Rule 2 (IPOs)

Section I.B., Rule 3 (Private Placements)

Section I.B., Rule 4 (Trading with Inside Information)

Section I.B., Rules 6-8 (Holding and Trading of Putnam Funds)

Section II, Rule 2 (7-Day Rule)

Section II, Rule 3 (Blackout Rule)

Section II, Rule 4 (Contra-Trading Rule)

Section II, Rule 5 (Trading for Personal Benefit)

Officer Level  SMD/MD  SVP/VP  AVP/non-officer 

1st violation  $ 500  $250  $ 50 

2nd  $1,000  $500  $100 

3rd  Minimum monetary sanction as above with ban on all new personal 
  individual investments.   

   
B. The minimum sanction for violations of all other   
Rules in the Code is as follows:     
 

Officer Level  SMD/M  SVP/VP  AVP/non-officer 
  D     

1st violation  $100  $ 50  $25 

Subsequent  $200  $100  $50 


The reference period for determining whether a violation is initial or subsequent will be five years.

NOTE

The Committee’s belief that an employee has violated the Code of Ethics intentionally will result in more severe sanctions than outlined in the guidelines above. The Code of Ethics

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Oversight Committee retains the right to increase or decrease the sanctions for a particular violation in light of the circumstances.

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Appendix A: Insider Trading Prohibitions Policy Statement

Putnam has always forbidden trading by its employees on material non-public information (inside information). Tough federal laws make it important for Putnam to state that prohibition in the strongest possible terms, and to establish, maintain, and enforce written policies and procedures to prevent the use of material non-public information.

Unlawful trading while in possession of inside information can be a crime. Federal law provides that an individual convicted of trading on inside information may go to jail for a period of time. There is also significant monetary liability for an inside trader; the Securities and Exchange Commission can seek a court order requiring a violator to pay back profits, as well as penalties substantially greater than those profits. In addition private plaintiffs can seek recovery for harm suffered by them. The inside trader is not the only subject to liability. In certain cases, controlling persons of inside traders, including supervisors of inside traders or Putnam itself, can be liable for large penalties.

Section I. of this Policy Statement contains rules concerning inside information. Section II. contains a discussion of what constitutes unlawful insider trading.

Neither material, non-public information nor unlawful insider trading is easy to define. Section II. of this Policy Statement gives a general overview of the law in this area. However, the legal issues are complex and must be resolved by the Code of Ethics Officer. If an employee has any doubt as to whether she has received material, non-public information, she must consult with the Code of Ethics Officer prior to using that information in connection with the purchase or sale of a security for his own account or the account of any Putnam client, or communicating the information to others. A simple rule of thumb is if you think the information is not available to the public at large, don’t disclose it to others and don’t trade securities to which the inside information relates.

An employee aware of, or in possession of, inside information must report it immediately to the Code of Ethics Officer. If an employee has failed to consult the Code of Ethics Officer, Putnam will not excuse employee misuse of inside information on the grounds that the employee claims to have been confused about this Policy Statement or the nature of the information in his possession.

If Putnam determines, in its sole discretion, that an employee has failed to abide by this Policy Statement, or has engaged in conduct that raises a significant question concerning insider trading, he will be subject to disciplinary action, including termination of employment.

There are no exceptions to this policy statement, and no one is exempt.

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Appendix A: Definitions: Insider Trading

Code of Ethics Administrator The individual designated by the Code of Ethics Officer to assume responsibility for day-to-day, non-discretionary administration of this Policy Statement. The Code of Ethics Administrator is Laura Rose.

Code of Ethics Officer The Putnam officer who has been assigned the responsibility of enforcing and interpreting this Code. The Code of Ethics Officer shall be the Chief Compliance Officer or such other person as is designated by the Chief Executive Officer of Putnam Investments. If the Code of Ethics Officer is unavailable, the Deputy Code of Ethics Officer shall act in his stead. The Code of Ethics Officer is Tony Ruys de Perez. The Deputy Code of Ethics Officer is Kathleen Griffin.

Immediate family Spouse, domestic partner, minor children, or other relatives living in the same household as the Putnam employee.

Purchase or sale of a security Any acquisition or transfer of any interest in the security for direct or indirect consideration, including the writing of an option.

Putnam Any or all of Putnam Investments Trust, and its subsidiaries, any one of which shall be a Putnam company.

Putnam client Any client of the Putnam mutual funds, or any advisory, trust, or other client for whom Putnam manages money.

Putnam employee (or employee) Any employee of Putnam.

Security Anything defined as a security under federal law. The term includes any type of equity or debt security, any interest in a business trust or partnership, and any rights relating to a security, such as put and call options, warrants, convertible securities, and securities indexes. (Note: The definition of security in this Insider Trading Prohibitions Policy Statement varies significantly from that in the Code of Ethics. For example, the definition in this Policy Statement specifically includes all securities of any type.)

Transaction for a personal account (or personal securities transaction) Securities transactions: (a) for the personal account of any employee; (b) for the account of a member of the immediate family of any employee; (c) for the account of a partnership in which a Putnam employee or immediate family member is a domestic partner with investment discretion; (d) for the account of a trust in which a Putnam employee or immediate family member is a trustee with investment discretion; (e) for the account of a closely held corporation in which a Putnam employee or immediate family member holds shares and for which he has investment discretion; and (f ) for any account other than a Putnam client account that receives investment advice of any sort from the employee or immediate family member, or as to which the employee or immediate family member has investment discretion. Officers and employees of PIL must also consult the relevant procedures on compliance with U.K. insider dealing legislation set forth in PIL’s Compliance Manual.

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Appendix A — Section I: Rules Concerning Inside Information

Rule 1: Inside Information

No Putnam employee shall purchase or sell any security listed on the Inside Information List (the Red List) either for his personal account or for a Putnam client.

IMPLEMENTATION

When an employee contacts the Code of Ethics Administrator seeking clearance for a personal securities transaction, the Code of Ethics Administrator’s response as to whether a security appears on the Restricted List will include securities on the Red List.

COMMENT

This Rule is designed to prohibit any employee from trading a security while Putnam may have inside information concerning that security or the issuer. Every trade, whether for a personal account or for a Putnam client, is subject to this Rule.

Rule 2: Material Non-public Information

No Putnam employee shall purchase or sell any security, either for a personal account or for the account of a Putnam client, while in possession of material, non-public information concerning that security or the issuer, without the prior written approval of the Code of Ethics Officer.

IMPLEMENTATION

In order to obtain prior written approval of the Code of Ethics Officer, a Putnam employee should follow the reporting steps prescribed in Rule 3.

COMMENTS

· Rule 1 concerns the conduct of an employee when Putnam possesses material, non-public information. Rule 2 concerns the conduct of an employee who herself possesses material, non-public information about a security that is not yet on the Red List.

· If an employee has any question as to whether information she possesses is material and/or non-public information, she must contact the Code of Ethics Officer immediately in accordance with Rule 3 prior to purchasing or selling any security related to the information or communicating the information to others. The Code of Ethics Officer shall have the sole authority to determine what constitutes material, non-public information for the purposes of this Policy Statement.

Rule 3: Reporting of Material Non-public Information

Any Putnam employee who believes he is aware of or has received material, non-public information concerning a security or an issuer shall immediately report the information to the Code of Ethics Officer, the Deputy Code of Ethics Officer, or in their absence, a lawyer in the Putnam Legal and Compliance Department and to no one else. After reporting the information, the Putnam employee shall comply strictly with Rule 2 by not trading in the security without the prior written approval of the Code of Ethics Officer and shall (a) take

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precautions to ensure the continued confidentiality of the information and (b) refrain from communicating the information in question to any person.

IMPLEMENTATION

A. In order to make any use of potential material non-public information, including purchasing or selling a security or communicating the information to others, an employee must communicate that information to the Code of Ethics Officer in a way designed to prevent the spread of such information. Once the employee has reported potential material non-public information to the Code of Ethics Officer, the Code of Ethics Officer will evaluate whether information constitutes material non-public information, and whether a duty exists that makes use of such information improper. If the Code of Ethics Officer determines either (a) that the information is not material or is public, or (b) that use of the information is proper, he will issue a written approval to the employee specifically authorizing trading while in possession of the information, if the employee so requests. If the Code of Ethics Officer determines (a) that the information may be nonpublic and material, and (b) that use of such information may be improper, he will place the security that is the subject of such information on the Red List.

B. An employee who reports potential inside information to the Code of Ethics Officer should expect that the Code of Ethics Officer will need significant information, and time to gather such information, to make the evaluation, including information about (a) the manner in which the employee acquired the information, and (b) the identity of individuals to whom the employee has revealed the information, or who have otherwise learned the information. In appropriate situations, the Code of Ethics Officer will normally place the affected security or securities on the Red List pending the completion of his evaluation.

C. If an employee possesses documents, disks, or other materials containing the potential inside information, an employee must take precautions to ensure the confidentiality of the information in question. Those precautions include (a) putting documents containing such information out of the view of a casual observer, and (b) securing files containing such documents or ensuring that computer files reflecting such information are secure from viewing by others.

D. Members of the executive board of directors and members of the Chief Financial Officer’s staff may not trade securities of MMC in the period from the end of each calendar quarter to the date of announcement of MMC’s earnings for such quarter.

COMMENT

While all employees must pre-clear trades of MMC securities and make sure they are not in possession of material inside information about MMC when trading, certain employees who may receive information about Putnam’s earnings are subject to the rules above concerning trading blackout periods.

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Appendix A — Section II: Overview of Insider Trading

Introduction

This section of the Policy Statement provides guidelines for employees as to what may constitute inside information. It is possible that in the course of her employment, an employee may receive inside information. No employee should misuse that information, either by trading for her own account or by communicating the information to others.

What constitutes unlawful insider trading?

The basic definition of unlawful insider trading is trading on material non-public information (also called inside information) by an individual who has a duty not to take advantage of the information. The following sections help explain the definition.

What is material information?

Trading on inside information is not a basis for liability unless the information is material. Information is material if a reasonable person would attach importance to the information in determining his course of action with respect to a security. Information that is reasonably likely to affect the price of a company’s securities is material, but effect on price is not the sole criterion for determining materiality. Information that employees should consider material includes, but is not limited to, dividend changes, earnings estimates, changes in previously released earnings estimates, reorganization, recapitalization, asset sales, plans to commence a tender offer, merger or acquisition proposals or agreements, major litigation, liquidity problems, significant contracts, and extraordinary management developments.

Material information does not have to relate to a company’s business. For example, a court considered as material certain information about the contents of a forthcoming newspaper column that was expected to affect the market price of a security. In that case, a reporter for the Wall Street Journal was found criminally liable for disclosing to others the dates that reports on various companies would appear in the Journal’s “Heard on the Street” column and whether those reports would be favorable or not.

What is non-public information?

Information is non-public until it has been effectively communicated to, and sufficient opportunity has existed for it to be absorbed by, the marketplace. One must be able to point to some fact to show that the information is generally public. For example, information found in a report filed with the Securities and Exchange Commission, or appearing in Dow Jones, Reuters, the Wall Street Journal, or other publications of general circulation would be considered public.

Who has a duty not to “take advantage” of inside information?

Unlawful insider trading occurs only if there is a duty not to take advantage of material non-public information. When there is no such duty, it is permissible to trade while in possession of such information. Questions as to whether a duty exists are complex, are fact specific, and must be answered by a lawyer. If you have any doubt, err on the side of caution.

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Insiders and Temporary Insiders Corporate insiders have a duty not to take advantage of inside information. The concept of insider is broad. It includes officers, directors, and employees of a corporation. In addition, a person can be a temporary insider if she enters into a special confidential relationship with a corporation and, as a result, is given access to information concerning the corporation’s affairs. A temporary insider can include, among others, accounting firms, consulting firms, law firms, banks, and the employees of such organizations. Putnam would generally be a temporary insider of a corporation it advises or for which it performs other services, because typically Putnam clients expect Putnam to keep any information disclosed to it confidential.

EXAMPLE

An investment advisor to the pension fund of a large publicly traded corporation, Acme, Inc., learns from an Acme employee that Acme will not be making the minimum required annual contribution to the pension fund because of a serious downturn in Acme’s financial situation. The information conveyed is material and non-public.

COMMENT

Neither the investment advisor, its employees, nor its clients can trade on the basis of that information, because the investment advisor and its employees could be considered temporary insiders of Acme.

Misappropriators Certain people who are not insiders (or temporary insiders) also have a duty not to deceptively take advantage of inside information. Included in this category is an individual who misappropriates (or takes for his own use) material non-public information in violation of a duty owed either to the corporation that is the subject of inside information or some other entity. Such a misappropriator can be held liable if he trades while in possession of that material non-public information.

EXAMPLE

The Chief Investment Officer of Acme, Inc., is aware of Acme’s plans to engage in a hostile takeover of Profit, Inc. The proposed hostile takeover is material and non-public.

COMMENT

The Chief Investment Officer of Acme cannot trade in Profit, Inc.’s stock for his own account. Even though he owes no duty to Profit, Inc., or its shareholders, he owes a duty to Acme not to take advantage of the information about the proposed hostile takeover by using it for his personal benefit.

Tippers and Tippees A person (the tippee) who receives material non-public information from an insider or misappropriator (the tipper) has a duty not to trade while in possession of that information if he knew, or should have known, that the information was provided by the tipper for an improper purpose and in breach of a duty owed by the tipper. In this context, it is an improper purpose for a person to provide such information for personal benefit.

EXAMPLE

The Chief Executive Officer of Acme, Inc., tells his daughter that negotiations concerning a previously announced acquisition of Acme have been terminated. This news is material and, at the time the father tells his daughter, non-public. The daughter sells her shares of Acme.

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COMMENT

The father is a tipper because he has a duty to Acme and its shareholders not to take advantage of the information concerning the breakdown of negotiations, and he has conveyed the information for an improper purpose. The daughter is a tippee and is liable for trading on inside information because she knew, or should have known, that her father was conveying the information to her for his personal benefit, and that her father had a duty not to take advantage of Acme information.

A person can be a tippee even if he did not learn the information directly from the tipper, but learned it from a previous tippee.

EXAMPLE

An employee of a law firm that works on mergers and acquisitions learns at work about impending acquisitions. She tells her friend and her friend’s stockbroker about the upcoming acquisitions on a regular basis. The stockbroker tells the brother of a client on a regular basis, who in turn tells two friends, A and B. A and B buy shares of the companies being acquired before the public announcement of the acquisition, and regularly profit from such purchases. A and B do not know the employee of the law firm. They do not, however, ask about the source of the information.

COMMENT

A and B, although they have never heard of the tipper, are tippees because they did not ask about the source of the information, even though they were experienced investors, and were aware that the “tips” they received from this particular source were accurate.

Who can be liable for insider trading?

The categories of individuals discussed above (insiders, temporary insiders, misappropriators, or tippees) can be liable if they trade while in possession of material non-public information.

In addition, individuals other than those who actually trade on inside information can be liable for trades of others. A tipper can be liable if (a) he provided the information in exchange for a personal benefit in breach of a duty, and (b) the recipient of the information (the tippee) traded while in possession of the information.

Most importantly, a controlling person can be liable if the controlling person knew or recklessly disregarded the fact that the controlled person was likely to engage in misuse of inside information and failed to take appropriate steps to prevent it. Putnam is a controlling person of its employees. In addition, certain supervisors may be controlling persons of those employees they supervise.

EXAMPLE

A supervisor of an analyst learns that the analyst has, over a long period of time, secretly received material inside information from Acme, Inc.’s Chief Investment Officer. The supervisor learns that the analyst has engaged in a number of trades for his personal account on the basis of the inside information. The supervisor takes no action.

COMMENT

Even if he is not liable to a private plaintiff, the supervisor can be liable to the Securities and Exchange Commission for a civil penalty of up to three times the amount of the analyst’s profit.

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Penalties for insider trading

Penalties for misuse of inside information are severe, both for individuals involved in such unlawful conduct and their employers. A person who violates the insider trading laws can be subject to some or all of the types of penalties below, even if he does not personally benefit from the violation. Penalties include:

· Jail sentences, criminal monetary penalties

· Injunctions permanently preventing an individual from working in the securities industry

· Injunctions ordering an individual to disgorge profits obtained from unlawful insider trading

· Civil penalties substantially greater than the profit gained or loss avoided by the trader, even if the individual paying the penalty did not trade or did not benefit personally

· Civil penalties for the employer or other controlling person

· Damages in the amount of actual losses suffered by other participants in the market for the security at issue

Regardless of whether penalties or money damages are sought by others, Putnam will take whatever action it deems appropriate, including dismissal, if Putnam determines, in its sole discretion, that an employee appears to have committed any violation of this Policy Statement, or to have engaged in any conduct that raises significant questions about whether an insider trading violation has occurred.

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Appendix B: Policy Statement Regarding Employee Trades in
Shares of Putnam Closed-End Funds

Pre-clearance

Any purchase or sale of Putnam closed-end fund shares by a Putnam employee must be pre-cleared. A list of the closed-end funds can be obtained from the Code of Ethics Administrator.

Reporting

As with any purchase or sale of a security, duplicate confirmations and statements of all such purchases and sales must be forwarded to the Code of Ethics Administrator by the broker-dealer utilized by an employee. If you are required to file a quarterly report of all personal securities transactions, this report should include all purchases and sales of closed-end fund shares.

Special Rules Applicable to Managing Directors of Putnam Investment
Management, LLC and officers of the Putnam Funds

Please be aware that managing directors of Putnam Investment Management, Inc., the investment manager of the Putnam mutual funds, and officers of the Putnam Funds will not receive clearance to engage in any combination of purchase and sale, or sale and purchase, of the shares of a given closed-end fund within six months of each other. Therefore, purchases should be made only if you intend to hold the shares more than six months; no sales of fund shares should be made if you intend to purchase additional shares of that same fund within six months.

Certain forms are also required to be filed with the Securities and Exchange Commission in connection with purchases and sales of Putnam closed-end funds. You will be notified by the Code of Ethics Administrator if this applies to you. Please contact the Code of Ethics Officer Administrator for further information.

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Appendix C: Contra-Trading Rule Clearance Form

To: Code of Ethics Officer

From:   

Date:   

Re: Personal Securities Transaction of   

 
This serves as prior written approval of the personal securities transaction described below: 
 
Name of portfolio manager contemplating personal trade:   

Security to be traded:   

Amount to be traded:   

Fund holding securities:   

Amount held by fund:   

Reason for personal trade:   

Specific reason sale of securities is inappropriate for fund:   

 

 

 
(Please attach additional sheets if necessary.)   
 
CIO approval:  Date: 

Legal/compliance approval:  Date: 


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Appendix D: CFA Institute Code of Ethics and Standards of
Professional Conduct

The CFA Institute Code of Ethics and Standards of Professional Conduct (Code and Standards) are fundamental to CFA Institute’s values and essential to achieving its mission to lead the investment profession globally by setting high standards of education, integrity, and professional excellence. High ethical standards are critical to maintaining the public’s trust in financial markets and in the investment profession.

Since their creation in the 1960s, the Code and Standards have promoted the integrity of CFA Institute members and served as a model for measuring the ethics of investment professionals globally, regardless of job function, cultural differences, or local laws and regulations. All CFA Institute members (including holders of the Chartered Financial Analyst® (CFA®) designation) and CFA candidates must abide by the Code and Standards and are encouraged to notify their employer of this responsibility. Violations may result in disciplinary sanctions by CFA Institute. Sanctions can include revocation of membership, candidacy in the CFA Program, and the right to use the CFA designation.

The Code of Ethics

Members of CFA Institute (including Chartered Financial Analyst® (CFA®) charterholders) and candidates for the CFA designation (“Members and Candidates”) must:

· Act with integrity, competence, diligence, and respect, and in an ethical manner with the public, clients, prospective clients, employers, employees, colleagues in the investment profession, and other participants in the global capital markets.

· Place the integrity of the investment profession and the interests of clients above their own personal interests.

· Use reasonable care and exercise independent professional judgment when conducting investment analysis, making investment recommendations, taking investment actions, and engaging in other professional activities.

· Practice and encourage others to practice in a professional and ethical manner that will reflect credit on themselves and the profession.

· Promote the integrity of, and uphold the rules governing, capital markets.

· Maintain and improve their professional competence and strive to maintain and improve the competence of other investment professionals.

Standards of Professional Conduct

I. PROFESSIONALISM

A. Knowledge of the Law. Members and Candidates must understand and comply with all applicable laws, rules, and regulations (including the CFA Institute Code of Ethics and Standards of Professional Conduct) of any government, regulatory organization, licensing agency, or professional association governing their professional activities. In the event of conflict, Members and Candidates must comply with the more strict law, rule, or regulation. Members and Candidates must not knowingly participate or assist in and must dissociate from any violation of such laws, rules, or regulations.

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B. Independence and Objectivity. Members and Candidates must use reasonable care and judgment to achieve and maintain independence and objectivity in their professional activities. Members and Candidates must not offer, solicit, or accept any gift, benefit, compensation, or consideration that reasonably could be expected to compromise their own or another’s independence and objectivity.

C. Misrepresentation. Members and Candidates must not knowingly make any misrepresentations relating to investment analysis, recommendations, actions, or other professional activities.

D. Misconduct. Members and Candidates must not engage in any professional conduct involving dishonesty, fraud, or deceit, or commit any act that reflects adversely on their professional reputation, integrity, or competence.

II. INTEGRITY OF CAPITAL MARKETS

A. Material Non-public Information. Members and Candidates who possess material, non-public information that could affect the value of an investment must not act or cause others to act on the information.

B. Market Manipulation. Members and Candidates must not engage in practices that distort prices or artificially inflate trading volume with the intent to mislead market participants.

III. DUTIES TO CLIENTS

A. Loyalty, Prudence, and Care. Members and Candidates have a duty of loyalty to their clients and must act with reasonable care and exercise prudent judgment. Members and Candidates must act for the benefit of their clients and place their clients’ interests before their employer’s or their own interests. In relationships with clients, Members and Candidates must determine applicable fiduciary duty and must comply with such duty to persons and interests to whom it is owed.

B. Fair Dealing. Members and Candidates must deal fairly and objectively with all clients when providing investment analysis, making investment recommendations, taking investment action, or engaging in other professional activities.

C. Suitability.

1. When Members and Candidates are in an advisory relationship with a client, they must:

a) Make a reasonable inquiry into a client’s or prospective clients’ investment experience, risk and return objectives, and financial constraints prior to making any investment recommendation or taking investment action, and must reassess and update this information regularly.

b) Determine that an investment is suitable to the client’s financial situation and consistent with the client’s written objectives, mandates, and constraints before making an investment recommendation or taking investment action.

c) Judge the suitability of investments in the context of the client’s total portfolio.

2. When Members and Candidates are responsible for managing a portfolio to a specific mandate, strategy, or style, they must only make investment recommendations or take investment actions that are consistent with the stated objectives and constraints of the portfolio.

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D. Performance Presentation. When communicating investment performance information, Members or Candidates must make reasonable efforts to ensure that it is fair, accurate, and complete.

E. Preservation of Confidentiality. Members and Candidates must keep information about current, former, and prospective clients confidential unless:

1. The information concerns illegal activities on the part of the client or prospective client.

2. Disclosure is required by law.

3. The client or prospective client permits disclosure of the information.

IV. DUTIES TO EMPLOYERS

A. Loyalty. In matters related to their employment, Members and Candidates must act for the benefit of their employer and not deprive their employer of the advantage of their skills and abilities, divulge confidential information, or otherwise cause harm to their employer.

B. Additional Compensation Arrangements. Members and Candidates must not accept gifts, benefits, compensation, or consideration that competes with, or might reasonably be expected to create a conflict of interest with, their employer’s interest unless they obtain written consent from all parties involved.

C. Responsibilities of Supervisors. Members and Candidates must make reasonable efforts to detect and prevent violations of applicable laws, rules, regulations, and the Code and Standards by anyone subject to their supervision or authority.

V. INVESTMENT ANALYSIS, RECOMMENDATIONS, AND ACTION

A. Diligence and Reasonable Basis. Members and Candidates must:

1. Exercise diligence, independence, and thoroughness in analyzing investments, making investment recommendations, and taking investment actions.

2. Have a reasonable and adequate basis, supported by appropriate research and investigation, for any investment analysis, recommendation, or action.

B. Communication with Clients and Prospective Clients. Members and Candidates must:

1. Disclose to clients and prospective clients the basic format and general principles of the investment processes used to analyze investments, select securities, and construct portfolios, and must promptly disclose any changes that might materially affect those processes.

2. Use reasonable judgment in identifying which factors are important to their investment analysis, recommendations, or actions and include those factors in communications with clients and prospective clients.

3. Distinguish between fact and opinion in the presentation of investment analysis and recommendations.

C. Record Retention. Members and Candidates must develop and maintain appropriate records to support their investment analysis, recommendations, actions, and other investment-related communications with clients and prospective clients.

VI. CONFLICTS OF INTEREST

A. Disclosure of Conflicts. Members and Candidates must make full and fair disclosure of all matters that could reasonably be expected to impair their independence and objectivity or interfere with respective duties to their clients, prospective clients, and employer.

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Members and Candidates must ensure that such disclosures are prominent, are delivered in plain language, and communicate the relevant information effectively.

B. Priority of Transactions. Investment transactions for clients and employers must have priority over investment transactions in which a Member or Candidate is the beneficial owner.

C. Referral Fees. Members and Candidates must disclose to their employer, clients, and prospective clients, as appropriate, any compensation, consideration, or benefit received by, or paid to, others for the recommendation of products or services.

VII. RESPONSIBILITIES AS A CFA INSTITUTE MEMBER OR CFA CANDIDATE

A. Conduct as Members and Candidates in the CFA Program. Members and Candidates must not engage in any conduct that compromises the reputation or integrity of the CFA Institute or the CFA designation or the integrity, validity, or security of the CFA examinations.

B. Reference to the CFA Institute, the CFA designation, and the CFA Program. When referring to the CFA Institute, CFA Institute membership, the CFA designation, or candidacy in the CFA Program, Members and Candidates must not misrepresent or exaggerate the meaning or implications of membership in the CFA Institute, holding the CFA designation, or candidacy in the CFA Program.

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Appendix E: Inducement Policy for Putnam Investments
Limited (PIL) Employees

Inducements

Putnam Investments Limited has adopted the following procedures to enable it to comply with, and demonstrate compliance with, the requirements in this area:

Gifts, business meals, or entertainment events that are given or received (“inducements”) and that exceed a value of £25 (40 euros or equivalent) must be reported through the PTA system within 20 days.

PIL’s policy limits gifts to a value of £100 (150 euros or equivalent) per item.

No limit is applied to meals provided such meals are for business purposes, reasonable, and not lavish.

Entertainment provided to, or received from, suppliers (including brokers) is limited to a value of £150 (225 euros or equivalent). When receiving or providing entertainment to clients or potential clients, the limit of £150 (150 euros or equivalent) may be exceeded provided that such event is for business purposes, reasonable, and not lavish. Pre-clearance must be obtained from the PIL Compliance Officer.

Inducements exceeding these limits should be politely declined, explaining that PIL’s internal policies will not permit their acceptance.

There may be rare occasions where you are unexpectedly offered a gift or are entertained where the value exceeds the limits and it would be very discourteous to decline, or difficult to pay part of the bill yourself (such as in a members’ dining club). In these circumstances the gift should be handed in to the PIL Compliance Officer, who will arrange to give it to charity, or the entertainment reported immediately to the PIL Compliance Officer with an explanation of the circumstances.

Where the gift is below £100 (150 euros or equivalent) or the entertainment is below £150 (225 euros or equivalent) for any individual, no pre-clearance is necessary. Above these levels, pre-clearance is required from the PIL Compliance Officer. If you are in doubt as to whether limits might be exceeded, please err on the side of caution and seek pre-clearance.

Employees must disclose inducements in PTA where the value is above £25 (40 euros or equivalent).

Inducements below £25 (40 euros or equivalent), e.g., an umbrella, a casual drink, or a snack, need not be reported.

No more than six entertainment events per year, and no more than two events may be accepted from a single source. Meals are not included in this limit.

Where breaches of the inducement policy occur, sanctions may apply.

Employees are required to make an annual declaration that they have reported all inducements given and received, or that they have not given or received any inducements during the course of the year.

Further detailed guidance on PIL’s Inducement Policy is available in the PIL Compliance Manual.

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407 Letter  2, 34 
7-Day Rule  3, 20, 21 
90-Day Short-Term Rule  3, 12, 20 
Access Person   
definition  5 
reporting requirements for  35 
reporting transactions/holdings  35 
Ad Hoc Exemption  38 
Affiliated Entities  30 
Analysts   
special rules  20, 21, 22 
Annual Holdings Report  11, 35 
Anti-bribery/Kickback Policy  26 
Anti-money Laundering Policy  33 
Anti-trust and other laws  24 
Appeal Procedures  38-39 
Blackout Rule   
trading by portfolio managers,   
analysts, and CIOs  3, 22 
Boycott laws  24 
Bribes  26 
Broker accounts  2, 34 
CFA Institute Code of Ethics  32 
Standards of Professional Conduct  51-54 
Chief Investment Officer   
special rules on trading  22 
Closed-end fund  2, 5, 6, 7, 8, 49 
Code of Ethics Administrator  5 
Code of Ethics Officer  5 
Deputy Code of Ethics Officer  5 
Code of Ethics   
Oversight Committee  5, 13, 16, 40 
College Savings 529 Plan  16 
Compliance and Appeal Procedures  38-39 
Computer and Network Use Policy  31 
Confidentiality  1, 28 
Confirmations and broker statements  2, 34 
Conflicts of interest  1, 4, 24, 57 
Considered List – Limited Sale Rule  10 
Contra-Trading Rule  3, 22 
clearance form  50 
Corporate/political contributions  26-27 

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Corporate purchase of goods and services  30 
Currencies    6 
Director, prohibited to serve for another entity  28 
Discretionary account    6, 10, 12 
Dividend reinvestment program    18 
Education Requirements    37 
Employees     
general rules for    24-33 
personal political contributions    27 
Entertainment Policy    24-26 
Excessive trading     
(over 10 trades) prohibited    2, 17 
Exchange traded index funds     
(ETFs)  6, 7, 8, 17, 34, 35   
Exempted transactions    18 
Family member accounts    15 
Family Members’ Conflict Policy    30 
Fiduciary    29 
Fraudulent or irregular activities reporting  35-36 
Gifts and Entertainment Policy    24-26 
Gifts donated as securities    11 
Good Until Canceled (GTC) Limit orders  16-17 
Goods and services, purchasing    30 
Initial holdings report    35 
Initial Public Offerings (IPOs)    12-13 
Inside Information    43-44 
material, non-public information  14, 43, 44, 52   
policy statement    41 
reporting of material non-public Information  44 
rules concerning    43-44 
sanctions for    40, 47 
Inside Information List (Red List)    43-44 
Insider Trading     
definitions    42 
explanations of    45-48 
liability for    47 
penalties for    47-48 
policy statement    41 
prohibitions policy statement    41 
Investment clubs    29 
Involuntary transactions    11, 18 
Irregular activity reporting    35-36 
Kickback Policy    26 
Large Cap Exemption    9 
Limit Orders    16-17 
Linked accounts    15 
Lobbying Policy    27 
Market timing prohibition    15 

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Marsh & McLennan (MMC)     
securities  2, 8, 11, 12, 34, 44   
Material information  1, 14, 18, 41, 43-47, 52   
Naked options    18 
Negotiations prohibition    29 
Non-public information  1, 5, 14, 18, 41, 43-47, 52   
Non-Putnam affiliates (NPAs)  30 
Officer, prohibited to serve for another entity  28 
Ombudsman    36 
Options     
defined as securities    11, 42 
naked    18 
relationship to securities on   
Restricted or Red Lists  11 
Outside business affiliations  28, 35 
Partner, prohibited to serve for another entity  28 
Personal securities transactions  3 
partnerships, covered in    7, 42 
Personal Trading Assistant (PTA)   
2, 6, 8, 9, 11, 15, 25, 28, 34, 35, 36, 38, 55 
Political activities, contributions, lobbying  26-27 
Portfolio managers, special rules on trading  20-23 
Portfolio Trading    20-23, 30 
Pre-clearance    2, 8-12 
sanctions for failure to pre-clear properly  40 
Privacy Policy    32-33 
Private offerings and     
private placement pre-approval  13 
Prohibited transactions    12-17 
Putnam mutual fund restrictions  2, 15-16 
90-Day Rule    15 
One-Year Rule    15-16 
Quarterly Report of Securities Transactions  2, 35 
Records     
accurate records policy    29 
retention policy    33 
Red List    43-44 
Reporting Requirements    34-35 
Restricted List  6, 8, 9, 11, 12, 38, 39, 40, 43   
Sanctions  1, 16, 25, 33, 35, 40, 55   
Securities, donated    11 
Shares by subscription, pre-clearance  10 
Short selling    2 
Special rules for investment professionals  3, 20-23 
Spread betting    17 
Tender Offers    11 
Trustee  7, 14, 28, 29, 42   
Trusts    7, 42 

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U.S. government obligations  6 
Violations reporting  35 
Warrants  42 

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One Post Office Square Boston, Massachusetts 02109 1-617-292-1000
www.putnam.com23917312/06

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EX-99.P CODE ETH 8 a_coeamendment.htm a_coeamendment.htm

Amendments to Putnam’s Code of Ethics – August 2007

The following sections are rewritten in their entirety to read as follows:

Code of Ethics Overview

Short selling (page 2)

Putnam employees are prohibited from short selling any security, whether or not it is held in a Putnam client portfolio, although short selling against broad market indexes and “against the box” is permitted. Note, however, that short selling “against the box” or otherwise hedging an investment in shares of Power Corporation of Canada, Power Financial Corporation, and Great-West Lifeco Inc. stock is prohibited.

Section 1- Personal Securities Rules for All Employees

A. Pre-Clearance (page 8)

Rule 1: Pre-Clearance Requirements

Pre-clearance is required for the following securities:

Stock of Power Corporation of Canada, Power Financial Corporation, and Great-West Lifeco Inc.

MMC stock

Any type or class of equity or debt security, including corporate and municipal bonds

Any rights relating to a security, such as warrants and convertible securities

Closed-end funds – including Putnam closed-end funds. Country funds, as well as other funds that are not tied to an index, are considered closed-end funds and are subject to pre-clearance and reporting requirements, e.g., India Fund (INF), Morgan Stanley Asia Pacific Fund (APF), and Central Europe and Russia Fund (CEE). Certain closed-end funds which sometimes are referred to as closed-end ETFs, such as Blackrock (BKK), Western Asset Emerging (ESD), or Eaton Vance Muni Trust (EVN), are also subject to pre-clearance and reporting requirements.

Any narrow-based derivative, e.g., a put-or-call option on a single security

Any security donated as a gift to an individual or a charity

Pre-clearance is not required for:

Open-end mutual funds

● Currencies, Treasuries (T-bills), and direct and indirect obligations of the U.S. government and its agencies

Direct and indirect obligations of any member of the country of the Organization for Economic CoOperation and Development (OECD), commercial paper, certificates of deposit (CDs), repurchase agreements, bankers’ acceptances, and other money market instruments

The following are excluded from pre-clearance but not from reporting requirements:

Exchange-traded index funds (ETFs) containing a portfolio of securities of 25 or more issuers (e.g., SPDRs, WEBs, QQQQs, iShares, and HLDRs), and any option on a broad-based market index or an exchange-traded futures contract or option thereon.

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Rule 3: Marsh & McLennan (MMC) Securities (page 11)

All employees trading MMC securities must pre-clear the trades in the PTA system. MMC securities include stock, options, and any other securities such as debt. Sales out of the MMC Employee Stock Purchase Plan and transactions in all Putnam and MMC employee benefit and bonus plans, i.e., rebalancing or exchanging out of the 401(k)/Profit Sharing//Bonus Plan, are included in this requirement.

Pre-clearance of MMC is required when, for example, you:

Sell MMC out of the Stock Purchase Plan

Exchange MMC shares out of your 401(k)/Profit Sharing/Bonus Plan

Rebalance your Putnam fund choices, which results in a buy or sell of MMC from your 401(k)/Profit Sharing/Bonus Plan

Trade in MMC securities in other accounts held outside Putnam Investments

Pre-clearance is not required when you:

Apply for a loan and/or make withdrawals of the stock from your 401(k)/Profit Sharing Plan

COMMENTS

All transactions of MMC require pre-clearance in PTA before you contact your broker to trade shares in an outside brokerage account or before contacting Citigroup Smith Barney to sell shares out of your Stock Purchase Plan. Also, if MMC is one of your choices in the 401(k)/Profit Sharing Plan, all exchanges out must be cleared. Even though clearance is not required for Putnam mutual funds, if you do not wish to include MMC shares when rebalancing any of your fund choices, which will result in an automatic exchange of your MMC shares, you must remember to exclude MMC shares prior to submitting your changes. If you are investing online, check the box to exclude MMC; or if you are investing by telephone with a Putnam representative, ask to exclude MMC before rebalancing the funds.

Additional MMC-related policies:

Transactions in MMC securities that are held in Putnam’s internal plans are not subject to the 90-Day Short-Term Rule (applicable to Access Persons only) or to the holding periods that apply to Putnam mutual funds.

B. Prohibited Transactions (page 12)

Rule 1: Short-Selling Prohibition

Putnam employees are prohibited from short selling any security in their own account, whether or not the security is held in a Putnam client portfolio. Employees are prohibited from hedging investments made in securities of Power Corporation of Canada, Power Financial Corporation, and Great-West Lifeco Inc.

EXCEPTION

Short selling against broad market indexes (such as the Dow Jones Industrial Average, the NASDAQ index, and the S&P 100 and 500 indexes) and short selling against the box are permitted (except that short selling shares of Power Corporation of Canada, Power Financial Corporation, and Great-West Lifeco Inc. against the box is not permitted).

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Section IV – Reporting Requirements

Reporting of Personal Securities Transactions

Rule 6: Reporting of Irregular Activity (pages 35 and 36)

If a Putnam employee suspects that fraudulent, illegal, or other irregular activity (including violations of the Code of Ethics) might be occurring at Putnam, the activity should be reported immediately to the managing director in charge of that employee’s business unit. Managing directors who are notified of any such activity must immediately report it in writing to Putnam’s Chief Financial Officer and Putnam’s Chief Compliance Officer.

An employee who does not feel comfortable reporting this activity to the managing director may instead contact the Chief Compliance Officer, the Putnam Ethics hotline, or Putnam’s Ombudsman.

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Appendix A — Section I: Rules Concerning Inside Information (pages 43 and 44)

Rule 3: Reporting of Material Non-Public Information

Any Putnam employee who believes he is aware of or has received material, non-public information concerning a security or an issuer shall immediately report the information to the Code of Ethics Officer, the Deputy Code of Ethics Officer, or in their absence, a lawyer in the Putnam Legal and Compliance Department and to no one else. After reporting the information, the Putnam employee shall comply strictly with Rule 2 by not trading in the security without the prior written approval of the Code of Ethics Officer and shall (a) take precautions to ensure the continued confidentiality of the information, and (b) refrain from communicating the information in question to any person.

IMPLEMENTATION

A. In order to make any use of potential material non-public information, including purchasing or selling a security or communicating the information to others, an employee must communicate that information to the Code of Ethics Officer in a way designed to prevent the spread of such information. Once the employee has reported potential material non-public information to the Code of Ethics Officer, the Code of Ethics Officer will evaluate whether such information constitutes material non-public information, and whether a duty exists that makes use of such information improper. If the Code of Ethics Officer determines either (a) that the information is not material or is public, or (b) that use of the information is proper, he will issue a written approval to the employee specifically authorizing trading while in possession of the information, if the employee so requests. If the Code of Ethics Officer determines (a) that the infor mation may be non-public and material, and (b) that use of such information may be improper, he will place the security that is the subject of such information on the Red List.

B. An employee who reports potential inside information to the Code of Ethics Officer should expect that the Code of Ethics Officer will need significant information, and time to gather such information, to make the evaluation, including information about (a) the manner in which the employee acquired the information, and (b) the identity of individuals to whom the employee has revealed the information, or who have otherwise learned the information. In appropriate situations, the Code of Ethics Officer will normally place the affected security or securities on the Red List pending the completion of his evaluation.

C. If an employee possesses documents, disks, or other materials containing the potential inside information, an employee must take precautions to ensure the confidentiality of the information in question. Those precautions include (a) putting documents containing such information out of the view of a casual observer, and (b) securing files containing such documents or ensuring that computer files reflecting such information are secure from viewing by others.

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