SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
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Filed by the Registrant / X /
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Filed by a Partyparty other than the Registrant / /
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CHECK THE APPROPRIATE BOX:
----Check the appropriate box:
/ X / Preliminary Proxy Statement
- ----
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/ / Preliminary Additional Materials
- ----
----Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e) (2))
/ X / Definitive Proxy Statement
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/ / Definitive Additional Materials
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/ / Soliciting Material Pursuant to Sec. 240.14a-11(e)240.14a-11(c) or - ---- Sec. 240.14a-12
ASSET ALLOCATION FUNDS
PUTNAM CAPITAL APPRECIATION FUND
PUTNAM CLASSIC EQUITY FUND
PUTNAM CONVERTIBLE INCOME-GROWTH TRUST
PUTNAM DISCOVERY GROWTH FUND
PUTNAM EQUITY INCOME FUND
PUTNAM EUROPE EQUITY FUND
THE GEORGE PUTNAM FUND OF BOSTON
PUTNAM FUNDS TRUST
PUTNAM GLOBAL EQUITY FUND
PUTNAM GLOBAL NATURAL RESOURCES FUND
THE PUTNAM FUND FOR GROWTH AND INCOME
PUTNAM HEALTH SCIENCES TRUST
PUTNAM INTERNATIONAL EQUITY FUND
PUTNAM INVESTMENT FUNDS
PUTNAM INVESTORS FUND
PUTNAM NEW OPPORTUNITIES FUND
PUTNAM OTC & EMERGING GROWTH FUND
TAX SMART FUNDS TRUST
PUTNAM UTILITIES GROWTH AND INCOME FUND
PUTNAM VISTA FUND
PUTNAM VOYAGER FUND
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX)Statement,
if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
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/ xX / $125 per Exchange Act Rules 0-11(c)(1)(ii),
- ---- 14a-6(i)(1), or 14a-6(i)(2).
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/ / $500 per each party to the controversy pursuant
- ---- to Exchange Act Rule 14a-6(i)(3).
----No fee required
/ / Fee computed on table below per Exchange Act Rules
- ---- 14a-6(i)(4)Rule 14a 6(i)(1) and 0-11.0-11
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
----(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided
- ---- by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
IMPORTANT INFORMATION
FOR SHAREHOLDERS INImportant information for shareholders of
THE GEORGE PUTNAM FUND OF BOSTON
THE DOCUMENT YOU HOLD IN YOUR HANDS CONTAINS YOUR PROXY STATEMENT
AND PROXY CARD. A PROXY CARD IS, IN ESSENCE, A BALLOT. WHEN YOU
VOTE YOUR PROXY, IT TELLS US HOW TO VOTE ON YOUR BEHALF ON
IMPORTANT ISSUES RELATING TO YOUR FUND. IF YOU COMPLETE AND SIGN
THE PROXY, WE'LL VOTE IT EXACTLY AS YOU TELL US. IF YOU SIMPLY
SIGN THE PROXY, WE'LL VOTE IT IN ACCORDANCE WITH THE TRUSTEES'
RECOMMENDATIONS ON PAGES 6 AND 7 .
WE URGE YOU TO SPEND A COUPLE OF MINUTES WITH THE PROXY
STATEMENT, FILL OUT YOUR PROXY CARD, AND RETURN IT TO US. WHEN
SHAREHOLDERS DON'T RETURN THEIR PROXIES IN SUFFICIENT NUMBERS, WE
HAVE TO INCUR THE EXPENSE OF FOLLOW-UP SOLICITATIONS, WHICH CAN
COST YOUR FUND MONEY.
WE WANT TO KNOW HOW YOU WOULD LIKE TO VOTE AND WELCOME YOUR
COMMENTS. PLEASE TAKE A FEW MOMENTS WITH THESE MATERIALS AND
RETURN YOUR PROXY TO US.
(PUTNAMFUNDS
The document you hold in your hands contains your proxy statement and
proxy card. Your proxy tells us how to vote on your behalf on important
issues relating to your fund. If you complete and sign the proxy, we'll
vote it exactly as you tell us. If you simply sign the proxy, we'll vote
it in accordance with the Trustees' recommendations on pages 8 and 9.
We urge you to carefully review the proxy statement, and provide your
voting instructions by using any of the methods shown on your proxy
card. When shareholders don't return their proxies in sufficient
numbers, we have to make follow up solicitations, which can cost your
fund money.
We want to know how you would like to vote and welcome your comments.
Please take a few minutes with these materials and return your proxy to
us.
PUTNAM INVESTMENTS
[SCALE LOGO APPEARS HERE)
BOSTON * LONDON * TOKYO
TABLE OF CONTENTSOMITTED]
Table of contents
A Message from the Chairman. . . . . . . . . . . . . . . . . . . . . . . .1Chairman 1
Notice of Shareholder Meeting. . . . . . . . . . . . . . . . . . .Meeting 2
Trustees' Recommendations 3
Trustees' Recommendations. . . . . . . . . . . . . . . . . . . . . 6
PROXY CARD ENCLOSED
If you have any questions, please contact us at the special toll-
free number we have set up for you (1-800-225-1581)1-800-225-1581 or call
your financial adviser.
advisor.
[GRAPHIC OMITTED: PHOTO OF JOHN A. HILL]
A MESSAGE FROM THE CHAIRMAN
(Photograph of George Putnam appears here)Message from the Chairman
Dear Fellow Shareholder:
I am writing to you to ask for your vote on important questionsmatters that
affect your investment in your fund.the Putnam funds. While you are, of course,
welcome to join us at your fund's meeting, most shareholders cast their
vote by filling out and signing the enclosed proxy.proxy cards, by calling or
by voting via the Internet. We are asking for your vote on thesethe following
matters:
1. ELECTING TRUSTEES TO OVERSEE YOUR FUND;
2. RATIFYING THE SELECTION BY THE TRUSTEES OF THE INDEPENDENT
AUDITORS OF YOUR FUND FOR ITS CURRENT FISCAL YEAR;
3 . APPROVING A NEW MANAGEMENT CONTRACT BETWEEN YOUR FUND
AND PUTNAM INVESTMENT MANAGEMENT, INC., INCLUDING AN
INCREASE IN THE MANAGEMENT FEE PAYABLE BY YOUR FUND.
4.(1) Electing Trustees;
(2) Approving a number of changes to your fund'svarious funds' fundamental
investment restrictions including the
eliminationand investment objectives;
(3) Approving an amendment to various funds' Agreements and Declarations
of certain of these restrictions.
A word about the management fee increase. A fee increase is
proposed only after a great deal of thought and analysis on the
partTrust.
Please see page 5 for list of the Trustees. For several years the Trustees have been
carefully studying the management fees, investment performance,
and expense ratios of each of the Putnam funds and also major
competingaffected funds. This comprehensive review resulted in
recommendations for fee increases for some funds and decreases
for others. After giving careful consideration to your
fund's superior investment performance in recent years, the
Trustees are recommending the approval of a new management fee
which conforms to the fees of similar Putnam funds.
The new management fee will result in an increase of $0.20
in annual expenses for each $100 invested. Your Trustees believe
that this increase, the first since 1988, will provide Putnam
Investment Management, Inc. with a fee that is fair and
reasonable when compared with the fees paid to other high-quality
fund managers. We encourage you to support the Trustees'
recommendations.
Although we would like very much to have each shareholder attend their fund'sthis
meeting, we realize this isthat it may not be possible. Whether or not you plan
to be present, we need your vote. We urge you to complete, sign,record your voting
instructions by telephone, via the Internet or by completing, signing,
and returnreturning the enclosed proxy card promptly. A postage-paid envelope
is enclosed.enclosed for mailing, and the telephone and Internet voting
instructions are listed at the top of your proxy card.
I'm sure that you, like most people, lead a busy life and are tempted to
put this proxy aside for another day. Please don't. When shareholders don't returndo
not vote their proxies, their fund may have to incur the expense of
follow-up solicitations. All shareholders benefit from the speedy return
of proxies.
Your vote is important to us. We appreciate the time and consideration that I
am sure you will give thisthese important matter.matters. If you have questions
about the proposals, contact your financial
adviser orplease call a Putnam customer service
representative at 1-800-225-1581.1-800-225-1581 or contact your financial advisor.
Sincerely yours,
(signature/S/ JOHN A. HILL
John A. Hill, Chairman
Notice of George Putnam)
George Putnam, Chairman
a Meeting of Shareholders
* This is the formal agenda for your fund's shareholder meeting. It
tells you what proposals will be voted on and the time and place of the
meeting, in the event you attend in person.
To the Shareholders of:
PUTNAM ASSET ALLOCATION: BALANCED PORTFOLIO
PUTNAM ASSET ALLOCATION: CONSERVATIVE PORTFOLIO
PUTNAM ASSET ALLOCATION: GROWTH PORTFOLIO
PUTNAM CAPITAL APPRECIATION FUND
PUTNAM CAPITAL OPPORTUNITIES FUND
PUTNAM CLASSIC EQUITY FUND
PUTNAM CONVERTIBLE INCOME-GROWTH TRUST
PUTNAM DISCOVERY GROWTH FUND
PUTNAM EQUITY INCOME FUND
PUTNAM EUROPE EQUITY FUND
THE GEORGE PUTNAM FUND OF BOSTON
NOTICE OF A MEETING OF SHAREHOLDERS
THIS ISPUTNAM GLOBAL EQUITY FUND
PUTNAM GLOBAL NATURAL RESOURCES FUND
THE FORMAL AGENDAPUTNAM FUND FOR YOUR FUND'S SHAREHOLDER MEETING.
IT TELLS YOU WHAT MATTERS WILL BE VOTED ONGROWTH AND THE TIMEINCOME
PUTNAM GROWTH OPPORTUNITIES FUND
PUTNAM HEALTH SCIENCES TRUST
PUTNAM INTERNATIONAL CAPITAL OPPORTUNITIES FUND
PUTNAM INTERNATIONAL EQUITY FUND
PUTNAM INTERNATIONAL GROWTH AND PLACE
OF THE MEETING, IF YOU CAN ATTEND IN PERSON.
To the Shareholders of The George Putnam Fund of Boston:INCOME FUND
PUTNAM INTERNATIONAL NEW OPPORTUNITIES FUND
PUTNAM INVESTORS FUND
PUTNAM MID CAP VALUE FUND
PUTNAM NEW OPPORTUNITIES FUND
PUTNAM NEW VALUE FUND
PUTNAM OTC & EMERGING GROWTH FUND
PUTNAM RESEARCH FUND
PUTNAM SMALL CAP GROWTH FUND
PUTNAM SMALL CAP VALUE FUND
PUTNAM TAX SMART EQUITY FUND
PUTNAM UTILITIES GROWTH AND INCOME FUND
PUTNAM VISTA FUND
PUTNAM VOYAGER FUND
A Meeting of Shareholders of your fund will be held on JulyNovember 11, 19962004
at 2:11:00 p.m.a.m., Boston time, at the principal offices of the fund on the
eighth floor of One Post Office Square, Boston, Massachusetts 02109, to
consider the following:
1. ELECTING TRUSTEES. SEE PAGE 9 .
2. RATIFYING THE SELECTION BY THE TRUSTEES OF THE INDEPENDENT
AUDITORS OF YOUR FUND FOR ITS CURRENT FISCAL YEAR. SEE
PAGE 25.
3. APPROVING A NEW MANAGEMENT CONTRACT BETWEEN YOUR
FUND AND PUTNAM INVESTMENT MANAGEMENT, INC., INCLUDING
AN INCREASE IN THE MANAGEMENT FEE PAYABLE BY THE FUND.
SEE PAGE 25.
4.A.Electing your fund's Trustees;
2A. Approving an amendment to the fund's Agreement and
Declaration of Trust with respect to the fund's permitted
investments. See page 34.
4.B. Approving an amendment to the fund's Agreement and
Declaration of Trust with respect to diversification of
investments. See page 35 .
4.C. Approving an amendment to the
fund's Agreement and Declaration of Trust with
respect to investments in issuers that have been
in operation for less than three years. See page
37 .
4.D. Approving an amendment to the
fund's Agreement and Declaration of Trust with
respect to the purchase of certain illiquid
securities. See page 39.
4.E. Approving an amendment to the fund's
Agreement and Declaration of Trust with respect to
investments in securities of issuers in which
management of the fund or Putnam Investment
Management , Inc. owns securities. See page
41 .
4.F. Approving an amendment to the
fund's Agreement and Declaration of Trust with
respect to owning 10% of the securities of a
single issuer. See page 42 .
4.G. Approving an amendment to the
fund'sfunds' fundamental investment
restrictions with respect to investments in real estate. See
page 44.
4.H.borrowing;
2B. Approving an amendment to the fund's
Agreement and Declaration of Trustcertain funds' fundamental investment
restrictions with respect to margin transactions. See page 46.
4.I.making loans;
2C. Approving an amendment to the fund'scertain funds' fundamental investment
restrictionrestrictions with respect to making loans by purchasing securities. See page 47.
4.J. APPROVING AN AMENDMENT TO THE FUND'S
AGREEMENT AND DECLARATION OF TRUST WITH RESPECT TO
MAKING LOANS THROUGH REPURCHASE AGREEMENTS AND
SECURITIES LOANS. SEE PAGE 48.
4.K. APPROVING AN AMENDMENT TO THE FUND'S FUNDAMENTAL
INVESTMENT RESTRICTION WITH RESPECT TO CONCENTRATION
OF ITS ASSETS. SEE PAGE 50.
4.L. APPROVING AN AMENDMENT TO THE FUND'S AGREEMENT AND
DECLARATION OF TRUST WITH RESPECT TO PLEDGING ASSETS. SEE
PAGE 51.
4.M. APPROVING AN AMENDMENT TO THE FUND'S AGREEMENT AND
DECLARATION OF TRUST AND THE FUND'S FUNDAMENTAL INVESTMENT
RESTRICTION WITH RESPECT TO BORROWING. SEE PAGE 53.
4.N. APPROVING AN AMENDMENT TO THE FUND'S AGREEMENT AND
DECLARATION OF TRUST AND THE ELIMINATION OF THE FUND'S
FUNDAMENTAL INVESTMENT RESTRICTIONS WITH RESPECT TO SHORT
SALES. SEE PAGE 55.
4.O. APPROVING THE ELIMINATION OF THE FUND'S FUNDAMENTAL
INVESTMENT RESTRICTION PROHIBITING THE FUND FROM
INVESTING IN INVESTMENT COMPANIES IF PROHIBITED BY GERMAN
LAW. SEE PAGE 57 .
5. TRANSACTING OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING.
diversification of investments;
2D. Approving an amendment to certain funds' fundamental investment
restrictions with respect to issuance of senior securities;
2E. Approving an amendment to a fund's investment objective; and
3. Approving an amendment to certain funds' Agreements and Declarations
of Trust.
By the Trustees
John A. Hill, Chairman
George Putnam, Chairman
William F. Pounds, Vice ChairmanIII, President
Jameson A. Baxter
Donald S. Perkins
Hans H. Estin George Putnam, III
John A. Hill Eli ShapiroCharles B. Curtis
Ronald J. Jackson
Paul L. Joskow
Elizabeth T. Kennan
A.J.C. Smith
Lawrence J. Lasser W. Nicholas ThorndikeJohn H. Mullin, III
Robert E. Patterson
WE URGE YOU TO MARK, SIGN, DATE, AND MAIL THE ENCLOSED PROXY IN
THE POSTAGE-PAID ENVELOPE PROVIDED SO YOU WILL BE REPRESENTED AT
THE MEETING.
April 24 , 1996
PROXY STATEMENT
THIS DOCUMENT WILL GIVE YOU THE INFORMATION YOU NEED TO VOTE ON
THE MATTERS LISTED ON THE PREVIOUS PAGE. MUCH OF THE INFORMATION
IN THE PROXY STATEMENT IS REQUIRED UNDER RULES OF THE SECURITIES
AND EXCHANGE COMMISSION (SEC)A.J.C. Smith
W. Thomas Stephens
We urge you to mark, sign, date, and mail the enclosed proxy in the
postage-paid envelope provided or record your voting instructions by
telephone or via the Internet so that you will be represented at the
meeting.
September 3, 2004
Pro-
posal Proposal Description Affected Funds Page
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1. Election of Trustees All funds
2.A. Approving an amendment Putnam Asset Allocation: Balanced Portfolio Putnam Capital Appreciation Fund
to a fund's fundamental Putnam Asset Allocation: Conservative Portfolio Putnam Classic Equity Fund
investment restriction Putnam Asset Allocation: Growth Portfolio Putnam Discovery Growth Fund
with respect to borrowing Putnam Convertible Income-Growth Trust Putnam Equity Income Fund
The George Putnam Fund of Boston Putnam Europe Equity Fund
The Putnam Fund for Growth and Income Putnam Global Equity Fund
Putnam Growth Opportunities Fund Putnam New Opportunities Fund
Putnam Health Sciences Trust Putnam New Value Fund
Putnam International Capital Opportunities Fund Putnam OTC & Emerging Growth Fund
Putnam International Equity Fund Putnam Research Fund
Putnam International Growth and Income Fund Putnam Utilities Growth and Income Fund
Putnam International New Opportunities Fund Putnam Vista Fund
Putnam Investors Fund Putnam Voyager Fund
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Pro-
posal Proposal Description Affected Funds Page
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2.B. Approving an amendment Putnam Asset Allocation: Balanced Portfolio Putnam Health Sciences Trust
to a fund's fundamental Putnam Asset Allocation: Conservative Portfolio Putnam International Capital Opportunities Fund
investment restriction Putnam Asset Allocation: Growth Portfolio Putnam International Equity Fund
with respect to making Putnam Capital Appreciation Fund Putnam New Opportunities Fund
loans Putnam Classic Equity Fund Putnam New Value Fund
Putnam Convertible Income-Growth Trust Putnam OTC & Emerging Growth Fund
Putnam Discovery Growth Fund Putnam Research Fund
Putnam Equity Income Fund Putnam Utilities Growth and Income Fund
Putnam Europe Equity Fund Putnam Vista Fund and
The George Putnam Fund of Boston Putnam Voyager Fund
Putnam Global Equity Fund
Putnam Global Natural Resources Fund
The Putnam Fund for Growth and Income
Putnam Growth Opportunities Fund
Putnam International Growth and Income Fund
Putnam International New Opportunities Fund
Putnam Investors Fund
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2.C. Approving an amendment All funds
to a fund's fundamental
investment restriction
with respect to
diversification of
investments
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Pro-
posal Proposal Description Affected Funds Page
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2.D. Approving an amendment Putnam Capital Opportunities Fund Putnam New Value Fund
to a fund's fundamental Putnam Classic Equity Fund Putnam Research Fund
investment restriction Putnam Global Natural Resources Fund Putnam Small Cap Growth Fund
with respect to issuance The Putnam Fund for Growth and Income Putnam Small Cap Value Fund
of senior securities Putnam International Capital Opportunities Fund Putnam Tax Smart Equity Fund
Putnam International New Opportunities Fund
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2.E. Approving an amendment Putnam Equity Income Fund
to a fund's investment
objective
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3. Approval of an amendment All funds, except Putnam Tax Smart Equity Fund
to a fund's Agreements and
Declarations of Trust
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Proxy statement
This document will give you the information you need to vote on the
proposals. Much of the information is required under rules of the
Securities and Exchange Commission ("SEC"); SOME OF IT IS TECHNICAL. IF THERE
IS ANYTHING YOU DON'T UNDERSTAND, PLEASE CONTACT US AT OUR
SPECIAL TOLL-FREE NUMBER,some of it is technical. If
there is anything you don't understand, please contact us at our
toll-free number, 1-800-225-1581, OR CALL YOUR FINANCIAL
ADVISER.
WHO IS ASKING FOR MY VOTE?
THE ENCLOSED PROXY IS SOLICITED BY THE TRUSTEES OF THE GEORGE
PUTNAM FUND OF BOSTONor call your financial advisor.
* Who is asking for your vote?
The enclosed proxy is solicited by the Trustees of the Putnam funds for
use at the Meeting of Shareholders of theeach fund to be held on JulyNovember
11, 1996,2004, and, if your fund's meeting is adjourned, at any later
meetings, for the purposes stated in the Notice of Meeting (see previous
page)pages). HOW DO YOUR FUND'S TRUSTEES RECOMMEND THAT SHAREHOLDERS VOTE ON
THESE PROPOSALS?The Notice of Meeting, the proxy and the Proxy Statement are
being mailed on or about September 3, 2004.
* How do your fund's Trustees recommend that shareholders vote on these
proposals?
The Trustees recommend that you vote
1. FOR THE ELECTION OF ALL NOMINEES;
2. FOR SELECTING PRICE WATERHOUSE LLP AS THE INDEPENDENT
AUDITORS OF YOUR FUND;For electing your fund's nominees for Trustees;
2A. For approving an amendment to certain funds' fundamental investment
restrictions with respect to borrowing;
2B. For approving an amendment to certain funds' fundamental investment
restrictions with respect to making loans;
2C. For approving an amendment to certain funds' fundamental investment
restrictions with respect to diversification of investments;
2D. For approving an amendment to certain funds' fundamental investment
restrictions with respect to issuance of senior securities;
2E. For approving an amendment to a fund's investment objective; and
3. FOR APPROVAL OF THE NEW MANAGEMENT CONTRACT,
INCREASING THE FEES PAYABLE TO PUTNAM INVESTMENT
MANAGEMENT, INC.;
4.A. FOR AMENDING THE FUND'S AGREEMENT AND DECLARATION OF TRUST
WITH RESPECT TO THE FUND'S PERMITTED INVESTMENTS;
4.B. FOR AMENDING THE FUND'S AGREEMENT AND DECLARATION OF
TRUST WITH RESPECT TO DIVERSIFICATION OF INVESTMENTS;
4.C. FOR AMENDING THE FUND'S AGREEMENT AND
DECLARATION OF TRUST WITH RESPECT TO INVESTMENTS
IN ISSUERS THAT HAVE BEEN IN OPERATION FOR LESS
THAN THREE YEARS;
4.D. FOR AMENDING THE FUND'S AGREEMENT AND
DECLARATION OF TRUST WITH RESPECT TO THE PURCHASE
OF CERTAIN ILLIQUID SECURITIES;
4.E. FOR AMENDING THE FUND'S AGREEMENT AND
DECLARATION OF TRUST WITH RESPECT TO INVESTMENTS
IN SECURITIES OF ISSUERS IN WHICH MANAGEMENT OF
THE FUND OR PUTNAM INVESTMENT
MANAGEMENT , INC. OWNS SECURITIES;
4.F. FOR AMENDING THE FUND'S AGREEMENT AND
DECLARATION OF TRUST WITH RESPECT TO OWNING 10% OF
THE SECURITIES OF A SINGLE ISSUER;
4.G. FOR AMENDING THE FUND'S FUNDAMENTAL
INVESTMENT RESTRICTIONS WITH RESPECT TO
INVESTMENTS IN REAL ESTATE;
4.H. FOR AMENDING THE FUND'S AGREEMENT AND
DECLARATION OF TRUST WITH RESPECT TO MARGIN
TRANSACTIONS;
4.I. FOR AMENDING THE FUND'S FUNDAMENTAL INVESTMENT
RESTRICTION WITH RESPECT TO MAKING LOANS BY PURCHASING
SECURITIES;
4.J. FOR AMENDING THE FUND'S AGREEMENT AND
DECLARATION OF TRUST WITH RESPECT TO MAKING LOANS
THROUGH REPURCHASE AGREEMENTS AND SECURITIES
LOANS;
4.K. FOR AMENDING THE FUND'S FUNDAMENTAL INVESTMENT
RESTRICTION WITH RESPECT TO CONCENTRATION OF ITS
ASSETS;
4.L. FOR AMENDING THE FUND'S AGREEMENT AND DECLARATION OF TRUST
WITH RESPECT TO PLEDGING ASSETS;
4.M. FOR AMENDING THE FUND'S AGREEMENT AND DECLARATION OF TRUST
AND THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION WITH
RESPECT TO BORROWING;
4.N. FOR AMENDING THE FUND'S AGREEMENT AND DECLARATION OF TRUST
AND ELIMINATING THE FUND'S FUNDAMENTAL INVESTMENT
RESTRICTIONS WITH RESPECT TO SHORT SALES; AND
4.O. FOR ELIMINATING THE FUND'S FUNDAMENTAL INVESTMENT
RESTRICTION PROHIBITING THE FUND FROM INVESTING IN
INVESTMENT COMPANIES IF PROHIBITED BY GERMAN
LAW .
WHO IS ELIGIBLE TO VOTE?For approving an amendment to certain funds' Agreements and
Declarations of Trust
Please see the descriptions of proposals 2 and 3 beginning on page 48 for
lists of the affected funds.
* Who is eligible to vote?
Shareholders of record of each affected fund at the close of business on
April 12,
1996,August 13, 2004 are entitled to be present and to vote at the meeting or
any adjourned meeting.
The Notice of Meeting, the proxy, and the
Proxy Statement have been mailed to shareholders of record on or
about May 6 , 1996.
Each share is entitled to one vote. Shares represented by your duly
executed proxiesproxy will be voted in accordance with shareholders'your instructions. If
you sign the proxy, but don't fill in a vote, your shares will be voted
in accordance with the Trustees' recommendations. If any other business
is brought before theyour fund's meeting, your shares will be voted at the
Trustees' discretion.
THE PROPOSALS
1. ELECTION OF TRUSTEES
WHO ARE THE NOMINEES FOR TRUSTEES?Shareholders of each fund vote separately with respect to each proposal
other than the election of Trustees and the amendment to a trust's
agreement and declaration of trust, in which case shareholders of each
series of a trust vote together as a single class. The outcome of a vote
affecting one fund does not affect any other fund, except where series
of a trust vote together.
The Proposals
I. Election of Trustees
* Who are the nominees for trustees?
The Board Policy and Nominating Committee of the Trustees recommendsof each fund
makes recommendations concerning the Trustees of that the
number of Trustees be fixed at thirteenfund. The Board
Policy and that you vote for the
election of the nominees described below. Each nominee is
currently a Trustee of your fund and of the other Putnam funds.
The Nominating Committee of the Trustees consists solely of Trustees who are not
"interested persons" (as defined in the Investment Company Act of 1940)1940,
as amended (the "1940 Act"), of your fund or of Putnam Investment
Management, Inc.,LLC, your fund's investment manager ("Putnam Management").
The Board Policy and Nominating Committee of the Trustees of each fund
has fixed the number of Trustees of each fund at fourteen and recommends
that you vote for the election of the nominees described below.
The 14 nominees for election as Trustees at the shareholder meeting of
your fund who receive the greatest number of votes from shareholders
will be elected as Trustees of your fund.
The nominees for Trustees and their backgrounds are shown in the table
below. The table discloses each Nominee's name, date of birth, principal
occupation(s) during the past five years, and other information about the
nominee's professional background, including other directorships the
nominee holds. For more in depth biographical information, please refer to
the website of Putnam, LLC ("Putnam Investments"): www.Putnam.com. Each
Trustee oversees all of the Putnam funds and serves until the election and
qualification of his or her successor, or until he or she sooner dies,
resigns or is removed. Each nominee other than Ms. Drucker and Messrs.
Haldeman and Worley currently serve as a Trustee. The address of all of
the Trustees and nominees is One Post Office Square, Boston, Massachusetts
02109. At December 31, 2003, there were 101 Putnam funds.
Jameson A. Baxter (9/6/43),
Trustee since 1994
[GRAPHIC OMITTED: PHOTO OF JAMESON ADKINS BAXTER
[INSERT PICTURE]A. BAXTER]
- --------------------------------------------
Ms. Baxter age 52, is the President of Baxter Associates, Inc., a management and financial consultingprivate
investment firm whichthat she founded in 1986.
During that time, she was alsoMs. Baxter serves as a Vice PresidentDirector of ASHTA Chemicals, Inc., Banta
Corporation (a printing and Principaldigital imaging firm), Ryerson Tull, Inc. (a
steel service corporation), Advocate Health Care, and BoardSource,
formerly the National Center for Nonprofit Boards. She is Chairman
Emeritus of the Regency Group, Inc.,Board of Trustees, Mount Holyoke College, having served
as Chairman for five years and as a Consultant to First
Boston Corporation, both of which are investment banking firms.
From 1965 to 1986,board member for thirteen years.
Until 2002, Ms. Baxter was a Director of Intermatic Corporation (a
manufacturer of energy control products).
Ms. Baxter has held various positions in investment banking and
corporate finance, at First Boston.
Ms. Baxter currently also serves as a Director of Banta
Corporation, Avondale Federal Savings Bank,including Vice President and ASHTA Chemicals,
Inc. She is also the Chairman EmeritusPrincipal of the Board of Trustees
of Mount Holyoke College, having previously served as Chairman
for five yearsRegency
Group, and as a Board member for thirteen years; an
Honorary Trustee and pastVice President of the Board of Trustees of
the Emma Willard School; and Chair of the Board of Governors of
Good Shepherd Hospital. Ms. BaxterConsultant to First Boston Corporation.
She is a graduate of Mount Holyoke College.
HANS H. ESTIN
[INSERT PICTURE]Charles B. Curtis (4/27/40),
Trustee since 2001
[GRAPHIC OMITTED: PHOTO OF CHARLES B. CURTIS]
- --------------------------------------------
Mr. Estin, age 67,Curtis is President and Chief Operating Officer of the Nuclear
Threat Initiative (a private foundation dealing with national security
issues) and serves as Senior Advisor to the United Nations Foundation.
Mr. Curtis is a Chartered Financial Analystmember of the Council on Foreign Relations and the
ViceTrustee Advisory Council of the Applied Physics Laboratory, Johns
Hopkins University. Until 2003, Mr. Curtis was a member of the Electric
Power Research Institute Advisory Council and the University of Chicago
Board of Governors for Argonne National Laboratory. Prior to 2002, Mr.
Curtis was a Member of the Board of Directors of the Gas Technology
Institute and the Board of Directors of the Environment and Natural
Resources Program Steering Committee, John F. Kennedy School of
Government, Harvard University. Until 2001, Mr. Curtis was a member of
the Department of Defense Policy Board and Director of EG&G Technical
Services, Inc. (a fossil energy research and development support
company).
From August 1997 to December 1999, Mr. Curtis was a Partner at Hogan &
Hartson L.L.P., a Washington, D.C. law firm. Prior to May 1997, Mr.
Curtis was Deputy Secretary of Energy. He served as Chairman of North American Management Corp., a registered
investment adviser serving individual clientsthe
Federal Energy Regulatory Commission from 1977 to 1981 and their families.
Mr. Estin currently also serves as a Directorhas held
positions on the staff of The Boston
Company, Inc., a registered investment adviser which provides
administrativethe U.S. House of Representatives, the U.S.
Treasury Department, and investment management services to mutual funds
and other institutional investors, and Boston Safe Deposit and
Trust Company; a Corporation Member of Massachusetts General
Hospital; and athe SEC.
Myra R. Drucker (1/16/48)
Nominee for Trustee
of New England Aquarium. He previously
served as the Chairman[GRAPHIC OMITTED: PHOTO OF MYRA R. DRUCKER]
- -------------------------------------------
Ms. Drucker is Vice Chair of the Board of Trustees of Boston
UniversitySarah Lawrence
College, a Trustee of Commonfund (a not-for-profit firm
specializing in asset management for educational endowments and
foundations), and a member of the Investment Committee of the Kresge
Foundation (a charitable trust). She is currently activealso Chair of the New
York Stock Exchange (NYSE) Pension Managers Advisory Committee and a
member of the Executive Committee of the Committee on Investment of
Employee Benefit Assets. Until August 31, 2004, Ms. Drucker was
Managing Director and a member of the Board of Directors of General
Motors Asset Management and Chief Investment Officer of General Motors
Trust Bank. Ms. Drucker also served as a member of the NYSE
Corporate Accountability and Listing Standards Committee and the
NYSE/NASD IPO Advisory Committee.
Prior to joining General Motors Asset Management in 2001, Ms. Drucker
held various other civic
associations, includingexecutive positions in the Boys & Girls Clubsinvestment management industry.
Ms. Drucker served as Chief Investment Officer of Boston, Inc.
Mr. Estin isXerox Corporation (a
technology and service company in the document industry), where she was
responsible for the investment of the company's pension assets. Ms.
Drucker was also Staff Vice President and Director of Trust Investments
for International Paper (a paper, paper distribution, packaging and
forest products company) and previously served as Manager of Trust
Investments for Xerox Corporation. Ms. Drucker received a graduate of HarvardB.A. degree
in Literature and Psychology from Sarah Lawrence College and holds honorary
doctorates from Merrimack Collegepursued
graduate studies in economics, statistics and Bostonportfolio theory at Temple
University.
John A. Hill (1/31/42),
Trustee since 1985 and Chairman since 2000
[GRAPHIC OMITTED: PHOTO OF JOHN A. HILL
[INSERT PICTURE]HILL]
- ---------------------------------------
Mr. Hill age 54, is theVice Chairman and Managing Director of First Reserve Corporation, a registered investment adviser investingprivate equity
buyout firm that specializes in companiesenergy investments in the world-widediversified
worldwide energy industry on behalfindustry.
Mr. Hill is a Director of institutional investors.Devon Energy Corporation, TransMontaigne Oil
Company, Continuum Health Partners of New York, and various private
companies controlled by First Reserve Corporation, as well as a Trustee
of TH Lee, Putnam Investment Trust (a closed-end investment company
advised by an affiliate of Putnam Management). He is also a Trustee of
Sarah Lawrence College.
Prior to acquiring First Reserve Corporation in 1983, Mr. Hill held
executive positions in investment banking and investment management with
several investment advisory firms and held various
positions with the Federalfederal government, including Deputy
Associate Director of the Office of Management and Budget, and Deputy
AdministratorDirector of the Federal Energy Administration. Mr. Hill currently also serves as a Director of Snyder Oil
Corporation, an exploration and production company which he
founded, Maverick Tube Corporation, a manufacturer of structural
steel, pipe and well casings, PetroCorp Incorporated, an
exploration and production company, Weatherford Enterra, Inc., an
oil field service company, various private companies controlled
by First Reserve Corporation, and various First Reserve Funds.
He is also a Member of the Board of Advisors of Fund Directions.
He is currently active in various
business associations, including the Economic Club of New York, and
lectures on energy issues in the United States and Europe. Mr. Hill
holds a B.A. degree in Economics from Southern Methodist University and
pursued graduate studies there as a Woodrow Wilson Fellow.
Ronald J. Jackson (12/17/43),
Trustee since 1996
[GRAPHIC OMITTED: PHOTO OF RONALD J. JACKSON]
- --------------------------------------------
Mr. Jackson is a graduate
of Southern Methodist University.
ELIZABETH T. KENNAN
[INSERT PICTURE]
Ms. Kennan, age 58,private investor.
Mr. Jackson is President Emeritusof the Kathleen and ProfessorRonald J. Jackson
Foundation (a charitable trust). He is also a member of Mount
Holyoke College. From 1978 through June 1995, she was Presidentthe Board of
Mount Holyoke College. From 1966 to 1978, she was on the
facultyOverseers of Catholic University, where she taught historyWGBH (a public television and published numerous articles.
Ms. Kennan currently also servesradio station) as well as a
Director of NYNEX
Corporation, a telecommunications company, Northeast Utilities,
the Kentucky Home Life Insurance Companies, and Talbots, a
women's clothing retailer. She also serves as a Member of The
Folger Shakespeare Library Committee. She is currently active in
various educational and civic associations, including the
Committee on Economic Development and the Council on Foreign
Relations. Ms. Kennan is a graduate of Mount Holyoke College,
the University of Washington and St. Hilda College at Oxford
University and holds several honorary doctorates.
LAWRENCE J. LASSER*
[INSERT PICTURE]
Mr. Lasser, age 53, is the Vice President of your fund and the
other Putnam funds. He has been the President, Chief Executive
Officer and a Director of Putnam Investments, Inc. and Putnam
Management since 1985, having begun his career there in 1969.
Mr. Lasser currently also serves as a Director of Marsh &
McLennan Companies, Inc., the parent company of Putnam
Management, and INROADS/Central New England, Inc., a job market
internship program for minority high school and college students.
He is a Membermember of the Board of Overseers of the MuseumPeabody Essex Museum.
Mr. Jackson is the former Chairman, President, and Chief Executive
Officer of Science,Fisher-Price, Inc. (a major toy manufacturer), from which he
retired in 1993. He previously served as President and Chief Executive
Officer of Stride-Rite, Inc. (a manufacturer and distributor of
footwear) and of Kenner Parker Toys, Inc. (a major toy and game
manufacturer). Mr. Jackson was President of Talbots, Inc. (a distributor
of women's apparel) and has held financial and marketing positions with
General Mills, Inc. and Parker Brothers (a toy and game company). Mr.
Jackson is a graduate of the MuseumUniversity of Fine ArtsMichigan Business School.
Paul L. Joskow (6/30/47),
Trustee since 1997
[GRAPHIC OMITTED: PHOTO OF PAUL L. JOSKOW]
- -----------------------------------------
Dr. Joskow is the Elizabeth and James Killian Professor of Economics and
Management, and Director of the Isabella Stewart Gardner
MuseumCenter for Energy and Environmental
Policy Research at the Massachusetts Institute of Technology.
Dr. Joskow serves as a Director of National Grid Transco (a UK-based
holding company with interests in Boston.electric and gas transmission and
distribution, and telecommunications infrastructure) and TransCanada
Corporation (an energy company focused on natural gas transmission and
power services). He also serves on the board of the Whitehead Institute
for Biomedical Research (a non-profit research institution) and has been
President of the Yale University Council since 1993. Prior to February
2002, he was a Director of State Farm Indemnity Company (an automobile
insurance company) and prior to March 2000 he was a Director of New
England Electric System (a public utility holding company).
Dr. Joskow has published five books and numerous articles on topics in
industrial organization, government regulation of industry, and
competition policy. He is alsoactive in industry restructuring,
environmental, energy, competition, and privatization policies --
serving as an advisor to governments and corporations worldwide. Dr.
Joskow holds a Ph.D. and M. Phil from Yale University and B.A. from
Cornell University.
Elizabeth T. Kennan (2/25/38),
Trustee since 1992
[GRAPHIC OMITTED: PHOTO OF ELIZABETH T. KENNAN]
- ----------------------------------------------
Dr. Kennan is a Partner of Cambus-Kenneth Farm (thoroughbred horse and
cattle breeding). She is President Emeritus of Mount Holyoke College.
Dr. Kennan served as Chairman and is now Lead Director of Northeast
Utilities and is a Director of Talbots, Inc. She has served as Director
on a number of other boards, including Bell Atlantic, Chastain Real
Estate, Shawmut Bank, Berkshire Life Insurance, and Kentucky Home Life
Insurance. She is a Trustee of the Beth Israel
HospitalNational Trust for Historic
Preservation, of Centre College and Buckingham, Browneof Midway College in Midway,
Kentucky. She is also a member of The Trustees of Reservations. Dr.
Kennan has served on the oversight committee of the Folger Shakespeare
Library, as President of Five Colleges Incorporated, as a Trustee of
Notre Dame University, and Nichols School.is active in various educational and civic
associations.
As a member of the faculty of Catholic University for twelve years,
until 1978, Dr. Kennan directed the post-doctoral program in Patristic
and Medieval Studies, taught history, and published numerous articles.
Dr. Kennan holds a Ph.D. from the University of Washington in Seattle,
an M.S. from St. Hilda's College at Oxford University, and an A.B. from
Mount Holyoke College. She holds several honorary doctorates.
John H. Mullin, III (6/15/41),
Trustee since 1997
[GRAPHIC OMITTED: PHOTO OF JOHN H. MULLIN, III]
- ----------------------------------------------
Mr. LasserMullin is the Chairman and CEO of Ridgeway Farm (a limited liability
company engaged in timber and farming).
Mr. Mullin serves as a Director of Alex. Brown Realty, Inc., The Liberty
Corporation (a broadcasting company), Progress Energy, Inc. (a utility
company, formerly known as Carolina Power & Light), and Sonoco Products,
Inc. (a packaging company). Mr. Mullin is Trustee Emeritus of Washington
& Lee University, where he served as Chairman of the Investment
Committee. Prior to May 2001, he was a Director of Graphic Packaging
International Corp.
Mr. Mullin also served as a Director of Dillon, Read & Co., Inc. until
October 1997 and The Ryland Group, Inc. until January 1998. Mr. Mullin
is a graduate of Antioch CollegeWashington & Lee University and Harvard Business School.The Wharton Graduate
School, University of Pennsylvania.
Robert E. Patterson (3/15/45),
Trustee since 1984
[GRAPHIC OMITTED: PHOTO OF ROBERT E. PATTERSON
[INSERT PICTURE]PATTERSON]
- ----------------------------------------------
Mr. Patterson age 51, is the Executive Vice President and
Director of AcquisitionsSenior Partner of Cabot Partners Limited Partnership, a
registered investment adviser which manages real estate
investments for institutional investors. Prior to 1990, he was
the Executive Vice PresidentProperties, L.P. and Chairman
of Cabot Cabot & Forbes Realty
Advisors,Properties, Inc., the predecessor company of Cabot Partners. Prior
to that, he was a Senior Vice President of the Beal Companies, a
real estate management, investment and development company. He
has also worked as an attorney and held various positions in
state government, including the founding Executive Director of
the Massachusetts Industrial Finance Agency.
Mr. Patterson currently also serves as Chairman of the Joslin Diabetes Center and as a
Director of Brandywine Trust Company. Prior to June 2003, he was a
Trustee of Sea Education Association. Prior to December 2001, he was
President and Trustee of Cabot Industrial Trust (a publicly traded real
estate investment trust), prior to February 1998, he was Executive Vice
President and Director of Acquisitions of Cabot Partners Limited
Partnership (a registered investment advisor involved in institutional
real estate investments); and prior to 1990, he served as Executive Vice
President of Cabot, Cabot & Forbes Realty Advisors, Inc. (the
predecessor company of Cabot Partners) and as a Senior Vice President of
the Beal Companies (a real estate management, investment, and
development firm).
Mr. Patterson practiced law and held various positions in state
government, and was the founding Executive Director of the Massachusetts
Industrial Finance Agency. Mr. Patterson is a graduate of Harvard
College and Harvard Law School.
DONALD S. PERKINS*
[INSERT PICTURE]W. Thomas Stephens (9/2/42),
Trustee since 1997
[GRAPHIC OMITTED: PHOTO OF W. THOMAS STEPHENS]
- ---------------------------------------------
Mr. Perkins, age 69, is the retiredStephens serves on a number of corporate boards.
Mr. Stephens serves as a Director of Xcel Energy Incorporated (a public
utility company), TransCanada Pipelines Limited, Norske Canada, Inc. (a
paper manufacturer), and Qwest Communications. Until 2003, Mr. Stephens
was a Director of Mail-Well, Inc. (a diversified printing company). He
served as Chairman of Mail-Well until 2001 and as CEO of
MacMillan-Bloedel, Ltd. (a forest products company) until 1999.
Prior to 1996, Mr. Stephens was Chairman and Chief Executive Officer of
Johns Manville Corporation. He holds B.S. and M.S. degrees from the
BoardUniversity of Jewel Companies, Inc.,Arkansas.
Richard B. Worley (11/15/45)
Nominee for Trustee
[GRAPHIC OMITTED: PHOTO OF RICHARD B. WORLEY]
- -------------------------------------------
Mr. Worley is Managing Partner of Permit Capital LLC, an investment
management firm.
Mr. Worley serves as a diversified retailer, where among other
roles hedirector of [ ]. Mr. Worley is also
on the Executive Committee of the University of Pennsylvania Medical Center,
is a Trustee of The Robert Wood Johnson Foundation (a philanthropic
organization devoted to health care issues) and is a Director of The
Colonial Williamsburg Foundation (a historical preservation organization).
Mr. Worley also serves on the investment committees of Mount Holyoke
College and World Wildlife Fund (a wildlife conservation organization).
Prior to joining Permit Capital LLC in 2002, Mr. Worley served as Chief
Strategic Officer of Morgan Stanley Investment Management. He previously
served as President, Chief Executive Officer and Chief Investment Officer
of Morgan Stanley Dean Witter Investment Management and as a Managing
Director of Morgan Stanley, a financial services firm. Mr. Worley also was
the Chairman of Miller Anderson & Sherrerd, an investment management firm.
Mr. Worley holds a B.S. degree from University of Tennessee and pursued
graduate studies in economics at the University of Texas.
* Interested trustees
Charles E. Haldeman Jr.* (10/29/48),
Nominee for Trustee
[GRAPHIC OMITTED: PHOTO OF CHARLES E. HALDEMAN JR.]
- -------------------------------------------
Mr. Haldeman is President and Chief Executive Officer of Putnam
Investments. He is a member of Putnam Investments' Executive Board from 1965of
Directors and Advisory Counsel.
[Insert any outside board service.]
Prior to 1980. He currently also
serves as a Director of various other public corporations,
including AON Corp., an insurance company, Cummins Engine
Company, Inc., an engine and power generator equipment
manufacturer and assembler, Current Assets L.L.C., a corporation
providing financial staffing services, Illinova and Illinois
Power Co., Inland Steel Industries, Inc., LaSalle Street Fund,
Inc., a real estatejoining Putnam Investments in 2002, Mr. Haldeman held executive
positions in the investment trust, Lucent Technologies
Inc., Springs Industries, Inc., a textile manufacturer, and
Time Warner, Inc., one of the nation's largest media
conglomerates. Hemanagement industry. Mr. Haldeman previously
served as Chief Executive Officer of Delaware Investments and President &
Chief Operating Officer of United Asset Management. Mr. Haldeman was also
a partner and director of several
other major public corporations, including Corning Glass Works,
Eastman Kodak Company, Firestone TireCooke & Rubber Company and Kmart
Corporation.Bieler, Inc. (an investment management
firm). Mr. Perkins currently also serves as a Trustee and Vice Chairman
of Northwestern University and as a Trustee of the Hospital
Research and Education Trust. He is currently active in various
civic and business associations, including the Business Council
and the Civic Committee of the Commercial Club of Chicago, of
which he is the founding Chairman. Mr. PerkinsHaldeman is a graduate of Yale UniversityDartmouth College, Harvard Law School
and Harvard Business School and holds an honorary
Doctorate from Loyola University of Chicago.
WILLIAM F. POUNDS
[INSERT PICTURE]
Dr. Pounds, age 68, is the Vice Chairman of your fund and of the
other Putnam funds. He has been a Professor of Management at the
Alfred P. Sloan School of Management at the Massachusetts
Institute of Technology since 1961 and served as Dean of that
School from 1966 to 1980. He previously served as Senior Advisor
to the Rockefeller Family and Associates and was a past Chairman
of Rockefeller & Co., Inc., a registered investment adviser which
manages Rockefeller family assets, and Rockefeller Trust Company.
Dr. Pounds currently also serves as a Director of IDEXX
Laboratories, Inc. , EG&G, Inc., Perseptive Biosystems,
Inc., Management Sciences For Health, Inc. and Sun Company, Inc.
HeSchool. Mr. Haldeman is also a Chartered Financial
Analyst (CFA) charterholder.
George Putnam III* (8/10/51),
Trustee of the Museum of Fine Arts in Boston; an
Overseer of WGBH Educational Foundation,since 1984 and a Fellow of The
American Academy of Arts and Sciences. He previously served as a
director of Fisher-Price, Inc., a major toy manufacturer and
General Mills, Inc., a major manufacturer and distributor of food
products. Dr. Pounds is a graduate of Carnegie Mellon
University.
President since 2000
[GRAPHIC OMITTED: PHOTO OF GEORGE PUTNAM*
[INSERT PICTURE]PUTNAM III]
- --------------------------------------------
Mr. Putnam age 69, is the Chairman and President of your fund
and of the other Putnam funds. He is the Chairman and a Director
of Putnam Management and Putnam Mutual Funds Corp. and a director
of Marsh & McLennan, their parent company. Mr. Putnam is the son
of the founder of the Putnam funds and Putnam Management and has
been employed in various capacities by Putnam Management since
1951, including Chief Executive Officer from 1961 to 1973. He is
a former Overseer and Treasurer of Harvard University; a past
Chairman of the Harvard Management Company; and a Trustee
Emeritus of Wellesley College and Bradford College.
Mr. Putnam currently also serves as a Director of The Boston
Company, Inc., Boston Safe Deposit and Trust Company, Freeport-
McMoRan, Inc., Freeport Copper and Gold, Inc., McMoRan Oil and
Gas, Inc., mining and natural resources companies, General Mills,
Inc., a major manufacturer of food products, Houghton Mifflin
Company, a major publishing company, and Rockefeller Group, Inc.,
a real estate manager. He is also a Trustee of Massachusetts
General Hospital, McLean Hospital, Vincent Memorial Hospital,
WGBH Educational Foundation, the Museum of Fine Arts and the
Museum of Science in Boston; the New England Aquarium, an
Overseer of Northeastern University; and a Fellow of The American
Academy of Arts and Sciences. Mr. Putnam is a graduate of
Harvard College and Harvard Business School and holds honorary
doctorates from Bates College and Harvard University.
GEORGE PUTNAM, III*
[INSERT PICTURE]
Mr. Putnam, age 44, is the President of New Generation Research, Inc., a (a publisher of
financial advisory and other research services relating to bankruptservices), and distressed companies, andof New Generation
Advisers, Inc., a (a registered investment adviser which
provides adviceadvisor to private funds specializing in investments in
such companies. Prior to foundingfunds). Mr.
Putnam founded the New Generation companies in 1985,1986.
Mr. Putnam was an attorney with the Philadelphia law firm Dechert
Price & Rhoads.
Mr. Putnam currently also serves asis a Director of the
Massachusetts Audubon Society.The Boston Family Office, LLC (a registered
investment advisor). He is alsoa Trustee of St. Mark's School, Shore Country
Day School, and until 2002 was a Trustee of the Sea Education
Association and St. Mark's School andAssociation.
Mr. Putnam previously worked as an Overseerattorney with the law firm of the New England Medical Center. Mr. PutnamDechert
LLP (formerly known as Dechert Price & Rhoads) in Philadelphia. He is a
graduate of Harvard College, Harvard Business School, and Harvard Law
School.
ELI SHAPIRO
[INSERT PICTURE]
Dr. Shapiro, age 79, is the Alfred P. Sloan Professor of
Management, Emeritus at the Alfred P. Sloan School of Management
at the Massachusetts Institute of Technology, having served on
the faculty of the Sloan School for eighteen years. He
previously was also on the faculty of Harvard Business School,
The University of Chicago School of Business and Brooklyn
College. During his academic career, Dr. Shapiro authored
numerous publications concerning finance and related topics. He
previously served as the President and Chief Executive of the
National Bureau of Economic Research and also provided economic
and financial consulting services to various clients.
Dr. Shapiro is also a past Director of many companies,
including Nomura Dividend Income Fund, Inc.A.J.C. Smith* (4/13/34),
a privately held
registered investment company managed by Putnam
Management , Reece Corporation, a sewing machine
manufacturer, Commonwealth Mortgage, Dexter Corporation, a
manufacturer of plastics and related products, Avis Corporation,
a car rental company, Connecticut Bank and Trust Company,
Connecticut National Gas Corporation, the Federal Home Loan Bank
of Boston, where he served as Chairman from 1977 to 1989,
Travelers' Corporation, an insurance company, and Norlin
Corporation, a musical instrument manufacturer; and a past
Trustee of Mount Holyoke College and the Putnam funds (from 1984
to 1989).
Dr. Shapiro is a Fellow of The American Academy of Arts and
Sciences and is active in various professional and civic
associations, including the American Economic Association, the
American Finance Association and the Council on Foreign
Relations. Dr. Shapiro is a graduate of Brooklyn College and
Columbia University.since 1986
[GRAPHIC OMITTED: PHOTO OF A.J.C. SMITH*
[INSERT PICTURE]SMITH]
- ---------------------------------------
Mr. Smith age 62, is the Chairman of Putnam Investments and Chief Executive OfficerDirector of and
Consultant to Marsh & McLennan Companies, Inc.
He has been employed by Marsh &
McLennan and related companies in various capacities since 1961.
Mr. Smith is also a Director of the Trident Corp., and he (a limited partnership
with over thirty institutional investors). He is also serves
as a Trustee of the
Carnegie Hall Society, the Educational Broadcasting Corporation, and the
National Museums of Scotland. He is Chairman of the Central Park
Conservancy The American Institute for Chartered Property
Underwriters, and is a Founder of the Museum of Scotland Society.
He was educated in Scotland and is a Fellow of the Faculty of
Actuaries in Edinburgh, a Fellow of the Canadian Institute of
Actuaries, a Fellow of the Conference of Actuaries in Public
Practice, an Associate of the Society of Actuaries, a Member of the American AcademyBoard of Actuaries,Overseers of the International Actuarial
AssociationJoan and
the International AssociationSanford I. Weill Graduate School of Consulting
Actuaries.
W. NICHOLAS THORNDIKE**
[INSERT PICTURE]
Mr. Thorndike, age 63, serves as a DirectorMedical Sciences of various
corporations and charitable organizations, including Data General
Corporation, a computer and high technology company, Bradley Real
Estate, Inc., a real estate investment firm, Providence Journal
Co., a newspaper publisher and owner of television stations, and
Courier Corporation, a book binding and printing company. He is
also a Trustee of Eastern Utilities Associates, Massachusetts
General Hospital, where he previously served as chairman and
president, and NortheasternCornell
University. Prior to December 1988, heMay 2000 and November 1999, Mr. Smith was the Chairman of the Board and
Managing Partner of Wellington Management Company/Thorndike,
Doran, Paine & Lewis, a registered investment adviser which
manages mutual funds and institutional assets. He also
previously served as a Trustee of the Wellington Group of Funds
(now The Vanguard Group) and was the Chairman
and a DirectorCEO, respectively, of Ivest Fund,Marsh & McLennan Companies, Inc. Mr. Thorndike is a graduate of Harvard College.
- ----------------------------
* Nominees who are or may be deemed to be "interested persons" (as defined
in the Investment Company Act1940 Act) of 1940) of youra fund, Putnam Management, and Putnam Mutual Funds Corp.Retail Management
Limited Partnership ("Putnam Mutual Funds"Retail Management"), or Marsh & McLennan
Companies, Inc., the principal underwriter for all
the open-end Putnam funds and an affiliateparent company of Putnam Management.Investments and its
affiliated companies. Messrs. Haldeman, Putnam, Lasser, and Smith are deemed
"interested persons" by virtue of their positions as officers or
shareholders of youreach fund, or directors of Putnam Management, Putnam Mutual Funds,Retail Management, or
Marsh & McLennan Companies, Inc., the parent company Mr. Haldeman is President and Chief
Executive Officer of Putnam Management and
Putnam Mutual Funds.Investments. Mr. George Putnam, III is the President
of each of the funds. Mr. Putnam's
son,Smith is also an "interested person"the Chairman of your fund, Putnam Management,Investments and
Putnam Mutual Funds. Mr. Perkins may be
deemed to be an "interested person" of your fund because of
his serviceserves as a directorDirector of a certain publicly held company
that includes registered broker-dealer firms among its
subsidiaries. Neither your fund nor any of the other Putnam
funds currently engages in any transactions with such firms
except that certain of such firms act as dealers in the
retail sale of shares of certain Putnam funds in the
ordinary course of their business.and Consultant to Marsh & McLennan Companies, Inc.
Ms. Drucker was nominated by [ ]. Mr. Worley was nominated by [ ]. Mr.
Haldeman was nominated by [ ].
The balance of the
nominees are not "interested persons."
** In February 1994 Mr. Thorndike accepted appointment as a
successor trustee of certain private trusts in which he has
no beneficial interest. At that time he also became
Chairman of the Board of two privately owned corporations
controlled by such trusts, serving in that capacity until
October 1994. These corporations filed voluntary petitions
for relief under Chapter 11 of the U.S. Bankruptcy Code in
August 1994.
Except as indicated above, the principal occupations and business
experience of the nominees for the last five years have been with
the employers indicated, although in some cases they have held
different positions with those employers. Except for Dr. Shapiro
and Ms. Baxter, all the nominees were elected by the shareholders
in September 1993. Ms. Baxter and Dr. Shapiro were elected by
the other Trustees in January 1994 and April 1995, respectively.
As indicated above, Dr. Shapiro also previously served as a
Trustee of the Putnam funds from 1984 to 1989. The 1314 nominees for election as Trustees at the shareholder meeting of your fund
who receive the greatest number of votes will be elected as Trustees of
your fund. The current Trustees serve until their successors are elected
and qualified. Each of the nominees has agreed to serve as a Trustee if
elected. If any of the nominees is unavailable for election at the time
of the meeting, which is not anticipated, the Trustees may vote for
other nominees at their discretion, or the Trustees may recommend that the shareholders
fix the number
of Trustees at lessfewer than 1314 for your fund.
WHAT ARE THE TRUSTEES' RESPONSIBILITIES?* What are the trustees' responsibilities?
Your fund's Trustees are responsible for the general oversight of your
fund's businessaffairs and for assuring that your fund is managed in the best
interests of its shareholders. The Trustees periodicallyregularly review your fund's
investment performance as well as the quality of other services provided
to your fund and its shareholders by Putnam Management and its
affiliates, including administration, distribution, custody, distribution and
investorshareholder servicing. At least annually, the Trustees review and
evaluate the fees and operating expenses paid to Putnam
Management and its affiliatesby your fund for these
services and the overall
level of your fund's operating expenses.negotiate changes that they deem appropriate. In carrying
out these responsibilities, the Trustees are assisted by an independent
administrative staff and by your fund's independent auditors,
independent counsel and legalother experts as appropriate, selected by and
responsible to the Trustees.
Your fund's Trustees have determined that the efficient conduct of your
fund's affairs makes it desirable to delegate responsibility for certain
specific matters to committees of the board. Certain committees (the
Executive Committee, Distributions Committee, and Audit and Pricing
Committee) are authorized to act for the Trustees as specified in their
charters. The other committees review and evaluate matters specified in
their charters and make recommendations to the Trustees as they deem
appropriate. Each committee may utilize the resources of your fund's
independent staff, counsel whichand auditors as well as other experts. The
committees meet as often as necessary, either in conjunction with
regular meetings of the Trustees or otherwise. The membership and
chairperson of each committee are selectedappointed by the Trustees upon
recommendation of the Board Policy and Nominating Committee.
Audit and Pricing Committee. The Audit and Pricing Committee provides
oversight on matters relating to the preparation of the funds' financial
statements, compliance matters and Code of Ethics issues. This oversight
is discharged by regularly meeting with management and the funds'
independent auditors and keeping current on industry developments.
Duties of this Committee also include the review and evaluation of all
matters and relationships pertaining to the funds' independent auditors,
including their independence. The members of the Audit and Pricing
Committee of your fund include only Trustees who are not "interested
persons" of the fund or Putnam Management (as such term is defined in
the 1940 Act). The Committee also reviews the funds' policies and
procedures for achieving accurate and timely pricing of the funds'
shares, including oversight of fair value determinations of individual
securities made by Putnam Management or other designated agents of the
funds. The Committee oversees compliance by money market funds with Rule
2a-7, interfund transactions pursuant to Rule 17a-7, and the correction
of occasional pricing errors. The Committee also receives reports
regarding the liquidity of portfolio securities. The Trustees have
adopted a written charter for the Audit and Pricing Committee. The
Committee currently consists of Drs. Joskow (Chairperson) and Kennan and
Messrs. Patterson and Stephens.
Board Policy and Nominating Committee. The Board Policy and Nominating
Committee reviews policy matters pertaining to the operations of the
Board of Trustees and its committees, the compensation of the Trustees
and their staff, and the conduct of legal affairs for the Putnam funds.
The Committee also oversees the voting of proxies associated with
portfolio investments of the Putnam funds, with the goal of ensuring
that these proxies are voted in the best interest of the fund's
shareholders.
The Committee evaluates and recommends all candidates for election as
Trustees and recommends the appointment of members and chairs of each
board committee. The Committee also identifies prospective nominees for
election as trustee by considering individuals that come to its
attention through the recommendation of current Trustees, Putnam
Management or shareholders. Candidates properly submitted by
shareholders (as described below) will be considered and evaluated on
the same basis as candidates recommended by other sources. The Committee
may, but is not required to, engage a third-party professional search
firm to assist it in identifying and evaluating potential nominees.
When evaluating a potential candidate for membership on the Board of
Trustees, the Board Policy and Nominating Committee considers the skills
and characteristics that it feels would most benefit the Putnam funds at
the time the evaluation is made. The Committee may take into account a
wide variety of attributes in considering potential trustee candidates,
including, but not limited to: (i) availability and commitment of a
candidate to attend meetings and perform his or her responsibilities to
the Board of Trustees, (ii) other board experience, (iii) relevant
industry and related experience, (iv) educational background, (v)
financial expertise, (vi) an assessment of the candidate's ability,
judgment and expertise, (vii) an assessment of the perceived needs of
the Board of Trustees and its committees at that point in time and
(viii) overall Board of Trustees composition. In connection with this
evaluation, the Committee will determine whether to interview
prospective nominees, and, if warranted, one or more members of the
Committee, and other Trustees and representatives of the funds, as
appropriate, will interview prospective nominees in person or by
telephone. Once this evaluation is completed, the Committee recommends
such candidates as it determines appropriate to the independent Trustees
for nomination, and the independent Trustees select the nominees after
considering the recommendation of the Committee.
The Board Policy and Nominating Committee will consider nominees for
trustee recommended by shareholders of a fund provided shareholders
submit their recommendations by the date disclosed in the paragraph
entitled "Date for receipt of shareholders' proposals for subsequent
meeting of shareholders," and provided the shareholders' recommendations
otherwise comply with applicable securities laws, including Rule 14a-8
under the Securities Exchange Act of 1934, as amended (the "1934 Act").
The Committee consists only of Trustees who are not "interested persons"
of your fund or Putnam Management (as such term is defined in the 1940
Act). The Trustees have adopted a written charter for the Board Policy
and Nominating Committee, a copy of which is attached to this proxy
statement as Exhibit A. The Board Policy and Nominating Committee
currently consists of Dr. Kennan (Chairperson), Ms. Baxter and Messrs.
Hill, Mullin and Patterson.
Brokerage and Custody Committee. The Brokerage and Custody Committee
reviews the policies and procedures of the funds regarding the execution
of portfolio transactions for the funds, including policies regarding the
allocation of brokerage commissions and soft dollar credits. The Committee
reviews periodic reports regarding the funds' activities involving
derivative securities, and reviews and evaluates matters relating to the
funds' custody arrangements. The Committee currently consists of Messrs.
Jackson (Chairperson), Curtis, and Mullin, and Ms. Baxter.
Communication, Service and Marketing Committee. This Committee examines
the quality, cost and levels of services provided to the shareholders of
the Putnam funds. The Committee also reviews communications sent from
the funds to their shareholders, including shareholder reports,
prospectuses, newsletters and other materials. In addition, the
Committee oversees marketing and sales communications of the funds'
distributor. The Committee currently consists of Messrs. Putnam
(Chairperson), Smith, and Stephens, and Dr. Joskow.
Contract Committee. The Contract Committee reviews and evaluates, at
least annually, all arrangements pertaining to (i) the engagement of
Putnam Management and its affiliates.
DO THE TRUSTEES HAVEaffiliates to provide services to the funds,
(ii) the expenditure of the funds' assets for distribution purposes
pursuant to the Distribution Plans of the open-end funds, and (iii) the
engagement of other persons to provide material services to the funds,
including in particular those instances where the cost of services is
shared between the funds and Putnam Management and its affiliates or
where Putnam Management or its affiliates have a material interest. The
Committee recommends to the Trustees such changes in arrangements as it
deems appropriate. The Committee also reviews the conversion of Class B
shares into Class A STAKE IN YOUR FUND?shares of the open-end funds in accordance with
procedures approved by the Trustees. After review and evaluation, the
Committee recommends to the Trustees the proposed organization of new
Fund products and proposed structural changes to existing funds. The
Committee consists only of Trustees who are not "interested persons" of
your fund or Putnam Management ( as such term is defined in the 1940
Act). The Committee currently consists of Ms. Baxter (Chairperson), and
Messrs. Curtis, Jackson, and Mullin.
Distributions Committee. This Committee oversees all fund distributions
and approves the amount and timing of distributions paid by all the
funds to the shareholders when the Trustees are not in session. The
Committee also meets regularly with representatives of Putnam Management
and its affiliates to review distribution levels and the funds'
distribution policies. The Committee currently consists of Messrs.
Patterson (Chairperson) and Jackson, and Dr. Joskow.
Executive Committee. The functions of the Executive Committee are
twofold. The first is to ensure that the funds' business may be
conducted at times when it is not feasible to convene a meeting of the
Trustees or for the Trustees to act by written consent. The Committee
may exercise any or all of the power and authority of the Trustees when
the Trustees are not in session. The second is to establish annual and
ongoing goals, objectives and priorities for the Board of Trustees and
to ensure coordination of all efforts between the Trustees and Putnam
Management and its affiliates on behalf of the shareholders of the
Putnam funds. The Committee currently consists of Messrs. Hill
(Chairperson), Jackson, and Putnam, Dr. Joskow, and Ms. Baxter.
Investment Oversight Committees. These Committees regularly meet with
investment personnel of Putnam Management to review the investment
performance and strategies of the Putnam funds in light of their stated
investment objectives and policies. Investment Oversight Committee A
currently consists of Ms. Baxter (Acting Chairperson) and Mr. Smith.
Investment Oversight Committee B currently consists of Messrs. Curtis
(Chairperson) and, Hill and Stephens. Investment Committee C currently
consists of Messrs. Mullin (Chairperson) and Putnam, and Dr. Kennan.
Investment Oversight Committee D currently consists of Messrs. Patterson
(Chairperson), Jackson and Joskow.
The 1940 Act and the rules and regulations promulgated thereunder
require that your fund have a minimum proportion of trustees who are
not affiliated in any way with your fund's investment manager, principal
underwriter or any broker-dealer. These independent Trustees must vote
separately to approve all financial arrangements and other agreements
with your fund's investment manager and other affiliated parties. The
role of independent trustees has been characterized as that of a
"watchdog" charged with oversight to protect shareholders' interests
against overreaching and abuse by those who are in a position to control
or influence a fund. Your fund's independent Trustees meet regularly as
a group in executive session. Eleven of the Fourteen nominees for
election as Trustee would be independent Trustees.
* How large a stake do the Trustees and nominees have in the Putnam funds?
The Trustees believe it is important that each Trustee should have a significant investment
in the Putnam funds. The Trustees allocate their investments among the
more than 99 Putnam funds based on their own investment needs. The Trustees' aggregate
investments in the Putnam funds total over $45 million.
The table below listsshows
the number of shares beneficially owned by each current Trustee and
nominee and the value of each Trustee's current investmentsand each nominee's holdings in
theeach fund and in all of the Putnam funds as a group.of June 30, 2004.
SHARE OWNERSHIP BY TRUSTEES
YEAR FIRST NUMBER OF
ELECTED AS NUMBER OF SHARES OF
TRUSTEE OF SHARES OF THE ALL PUTNAM
THE PUTNAM FUND OWNED FUNDS OWNED
TRUSTEES FUNDS AS OF 3/15/96* AS OF 3/15/96**HOLDINGS TABLE
Dollar Range Shares Dollar Range Shares Dollar Range Shares
of Shares Beneficially of Shares Beneficially of Shares Beneficially
Owned Owned Owned Owned Owned Owned
- --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Putnam Asset Allocation: Putnam Asset Allocation: Putnam Asset Allocation:
Trustees/Nominees Balanced Portfolio Conservative Portfolio Growth Portfolio
- ---------------------------------------------------------------------------------------------------------------------------------
Jameson A. Baxter $1-$10,000 180.145 $1-$10,000 190.105 $1-$10,000 355.477
- ---------------------------------------------------------------------------------------------------------------------------------
Charles B. Curtis $1-$10,000 112.712 $1-$10,000 133.775 $1-$10,000 113.244
- ---------------------------------------------------------------------------------------------------------------------------------
Myra R. Drucker
- ---------------------------------------------------------------------------------------------------------------------------------
Charles E. Haldeman, Jr. $10,001-$50,000 1459.542 $10,001-$50,000 1195.508 $10,001-$50,000 1019.417
- ---------------------------------------------------------------------------------------------------------------------------------
John A. Hill Over $100,000 20906.944 $1-$10,000 446.935 $1-$10,000 442.089
- ---------------------------------------------------------------------------------------------------------------------------------
Ronald J. Jackson $1-$10,000 333.567 $1-$10,000 153.456 $1-$10,000 820.551
- ---------------------------------------------------------------------------------------------------------------------------------
Paul L. Joskow $10,001-$50,000 1783.22 $1-$10,000 230.962 $1-$10,000 875.678
- ---------------------------------------------------------------------------------------------------------------------------------
Elizabeth T. Kennan $1-$10,000 335.530 $1-$10,000 321.669 $1-$10,000 455.450
- ---------------------------------------------------------------------------------------------------------------------------------
John H. Mullin, III $1-$10,000 327.998 $1-$10,000 382.184 $1-$10,000 319.132
- ---------------------------------------------------------------------------------------------------------------------------------
Robert E. Patterson $10,001-$50,000 1124.534 $10,001-$50,000 1147.178 $10,001-$50,000 1144.164
- ---------------------------------------------------------------------------------------------------------------------------------
George Putnam, III $10,001-$50,000 1128.658 $10,001-$50,000 1147.178 $10,001-$50,000 1156.813
- ---------------------------------------------------------------------------------------------------------------------------------
A.J.C. Smith $1-$10,000 170.336 $1-$10,000 172.664 $1-$10,000 178.221
- ---------------------------------------------------------------------------------------------------------------------------------
W. Thomas Stephens Over $100,000 89673.064 $10,001-$50,000 4700.348 $1-$10,000 100.000
- ---------------------------------------------------------------------------------------------------------------------------------
Richard B. Worley
- ---------------------------------------------------------------------------------------------------------------------------------
Dollar Range Shares Dollar Range Shares Dollar Range Shares
of Shares Beneficially of Shares Beneficially of Shares Beneficially
Owned Owned Owned Owned Owned Owned
- ---------------------------------------------------------------------------------------------------------------------------------
Trustees/Nominees Putnam Capital Appreciation Fund Putnam Capital Opportunities Fund Putnam Classic Equity Fund
- ---------------------------------------------------------------------------------------------------------------------------------
Jameson A. Baxter $10,001-$50,000 715.569 $1-$10,000 346.416 Over $100,000 16328.122
- ---------------------------------------------------------------------------------------------------------------------------------
Charles B. Curtis $1-$10,000 102.820 $1-$10,000 106.449 $1-$10,000 107.314
- ---------------------------------------------------------------------------------------------------------------------------------
Myra R. Drucker
- ---------------------------------------------------------------------------------------------------------------------------------
Charles E. Haldeman, Jr. $10,001-$50,000 996.205 $10,001-$50,000 1013.18
- ---------------------------------------------------------------------------------------------------------------------------------
John A. Hill $50,001-$100,000 3898.796 $10,001-$50,000 5992.578 $50,001-$100,000 10435.097
- ---------------------------------------------------------------------------------------------------------------------------------
Ronald J. Jackson $1-$10,000 262.089 $1-$10,000 207.450 $1-$10,000 234.306
- ---------------------------------------------------------------------------------------------------------------------------------
Paul L. Joskow $10,001-$50,000 723.839 $1-$10,000 183.608 $10,001-$50,000 2020.29
- ---------------------------------------------------------------------------------------------------------------------------------
Elizabeth T. Kennan $1-$10,000 251.929 $10,001-$50,000 1104.294 $1-$10,000 191.797
- ---------------------------------------------------------------------------------------------------------------------------------
John H. Mullin, III $50,001-$100,000 6477.672 $50,001-$100,000 5695.393 $10,001-$50,000 2769.75
- ---------------------------------------------------------------------------------------------------------------------------------
Robert E. Patterson $1-$10,000 482.640 $1-$10,000 837.144 $1-$10,000 687.503
- ---------------------------------------------------------------------------------------------------------------------------------
George Putnam, III $10,001-$50,000 1238.256 $10,001-$50,000 1192.389 $50,001-$100,000 6316.991
- ---------------------------------------------------------------------------------------------------------------------------------
A.J.C. Smith $1-$10,000 284.565 $1-$10,000 100.000 $1-$10,000 236.905
- ---------------------------------------------------------------------------------------------------------------------------------
W. Thomas Stephens $1-$10,000 137.383 $1-$10,000 100.000 $1-$10,000 143.732
- ---------------------------------------------------------------------------------------------------------------------------------
Richard B. Worley
- ---------------------------------------------------------------------------------------------------------------------------------
Dollar Range Shares Dollar Range Shares
of Shares Beneficially of Shares Beneficially
Owned Owned Owned Owned
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam Convertible
Trustees/Nominees Income-Growth Trust Putnam Discovery Growth Fund
- ---------------------------------------------------------------------------------------------------------------------------------
Jameson A. Baxter $10,001-$50,000 1631.226 Over $100,000 12,579.229
- ---------------------------------------------------------------------------------------------------------------------------------
Charles B. Curtis $1-$10,000 115.191 $10,001-$50,000 1383.006
- ---------------------------------------------------------------------------------------------------------------------------------
Myra R. Drucker
- ---------------------------------------------------------------------------------------------------------------------------------
Charles E. Haldeman, Jr.
- ---------------------------------------------------------------------------------------------------------------------------------
John A. Hill Over $100,000 24183.105 $1-$10,000 2303.388
- ---------------------------------------------------------------------------------------------------------------------------------
Ronald J. Jackson $1-$10,000 431.317 $1-$10,000 243.964
- ---------------------------------------------------------------------------------------------------------------------------------
Paul L. Joskow $10,001-$50,000 835.066 $1-$10,000 360.285
- ---------------------------------------------------------------------------------------------------------------------------------
Elizabeth T. Kennan $10,001-$50,000 994.039 $1-$10,000 675.427
- ---------------------------------------------------------------------------------------------------------------------------------
John H. Mullin, III $10,001-$50,000 2077.602 $10,001-$50,000 2987.873
- ---------------------------------------------------------------------------------------------------------------------------------
Robert E. Patterson $10,001-$50,000 1732.636 $1-$10,000 799.281
- ---------------------------------------------------------------------------------------------------------------------------------
George Putnam, III $10,001-$50,000 1324.257 $1-$10,000 2101.545
- ---------------------------------------------------------------------------------------------------------------------------------
A.J.C. Smith $1-$10,000 364.960 $1-$10,000 323.142
- ---------------------------------------------------------------------------------------------------------------------------------
W. Thomas Stephens $1-$10,000 193.543 $1-$10,000 208.686
- ---------------------------------------------------------------------------------------------------------------------------------
Richard B. Worley
- ---------------------------------------------------------------------------------------------------------------------------------
Dollar Range Shares Dollar Range Shares
of Shares Beneficially of Shares Beneficially
Owned Owned Owned Owned
- ---------------------------------------------------------------------------------------------------------------------------------
Trustees/Nominees Putnam Equity Income Fund Putnam Europe Equity Fund
- ---------------------------------------------------------------------------------------------------------------------------------
Jameson A. Baxter $10,001-$50,000 2726.503 $10,001-$50,000 1215.293
- ---------------------------------------------------------------------------------------------------------------------------------
Charles B. Curtis $1-$10,000 109.101 $1-$10,000 104.829
- ---------------------------------------------------------------------------------------------------------------------------------
Myra R. Drucker
- ---------------------------------------------------------------------------------------------------------------------------------
Charles E. Haldeman, Jr.
- ---------------------------------------------------------------------------------------------------------------------------------
John A. Hill Over $100,000 10823.609 $1-$10,000 500.000
- ---------------------------------------------------------------------------------------------------------------------------------
Ronald J. Jackson $1-$10,000 299.929 $1-$10,000 244.253
- ---------------------------------------------------------------------------------------------------------------------------------
Paul L. Joskow $50,001-$100,000 5588.703 $1-$10,000 533.109
- ---------------------------------------------------------------------------------------------------------------------------------
Elizabeth T. Kennan $10,001-$50,000 1498.501 $1-$10,000 361.022
- ---------------------------------------------------------------------------------------------------------------------------------
John H. Mullin, III $10,001-$50,000 2392.515 $10,001-$50,000 665.610
- ---------------------------------------------------------------------------------------------------------------------------------
Robert E. Patterson $10,001-$50,000 1315.648 $10,001-$50,000 1958.550
- ---------------------------------------------------------------------------------------------------------------------------------
George Putnam, III $10,001-$50,000 1414.878 $10,001-$50,000 933.566
- ---------------------------------------------------------------------------------------------------------------------------------
A.J.C. Smith $1-$10,000 502.204 $1-$10,000 159.520
- ---------------------------------------------------------------------------------------------------------------------------------
W. Thomas Stephens $1-$10,000 152.322 $1-$10,000 134.409
- ---------------------------------------------------------------------------------------------------------------------------------
Richard B. Worley
- ---------------------------------------------------------------------------------------------------------------------------------
Dollar Range Shares Dollar Range Shares Dollar Range Shares
of Shares Beneficially of Shares Beneficially of Shares Beneficially
Owned Owned Owned Owned Owned Owned
- ---------------------------------------------------------------------------------------------------------------------------------
Trustees/Nominees The George Putnam Fund of Boston Putnam Global Equity Fund Putnam Global Natural Resources Fund
- ---------------------------------------------------------------------------------------------------------------------------------
Jameson A. Baxter $50,001-$100,000 4084.25 $50,001-$100,000 7703.029 $10,001-$50,000 920.093
- ---------------------------------------------------------------------------------------------------------------------------------
Charles B. Curtis $1-$10,000 248.590 $10,001-$50,000 5286.432 $1-$10,000 113.510
- ---------------------------------------------------------------------------------------------------------------------------------
Myra R. Drucker
- ---------------------------------------------------------------------------------------------------------------------------------
Charles E. Haldeman, Jr. $10,001-$50,000 625.693
- ---------------------------------------------------------------------------------------------------------------------------------
John A. Hill Over $100,000 19796.222 Over $100,000 29842.849 Over $100,000 6145.952
- ---------------------------------------------------------------------------------------------------------------------------------
Ronald J. Jackson $50,001-$100,000 5410.934 $1-$10,000 208.270 $10,001-$50,000 448.000
- ---------------------------------------------------------------------------------------------------------------------------------
Paul L. Joskow $10,001-$50,000 1729.101 $1-$10,000 700.412 $1-$10,000 123.590
- ---------------------------------------------------------------------------------------------------------------------------------
Elizabeth T. Kennan $10,001-$50,000 1155.086 $10,001-$50,000 3889.666 $10,001-$50,000 805.519
- ---------------------------------------------------------------------------------------------------------------------------------
John H. Mullin, III $10,001-$50,000 5249.942 $50,001-$100,000 8909.351 $10,001-$50,000 654.818
- ---------------------------------------------------------------------------------------------------------------------------------
Robert E. Patterson $10,001-$50,000 1092.513 $50,001-$100,000 10394.483 $1-$10,000 281.389
- ---------------------------------------------------------------------------------------------------------------------------------
George Putnam, III $50,001-$100,000 5592.022 Over $100,000 29645.314 $10,001-$50,000 1214.292
- ---------------------------------------------------------------------------------------------------------------------------------
A.J.C. Smith $10,001-$50,000 1330.678 $10,001-$50,000 2311.026 $1-$10,000 266.030
- ---------------------------------------------------------------------------------------------------------------------------------
W. Thomas Stephens $1-$10,000 257.335 $1-$10,000 624.816 $1-$10,000 149.739
- ---------------------------------------------------------------------------------------------------------------------------------
Richard B. Worley
- ---------------------------------------------------------------------------------------------------------------------------------
Dollar Range Shares Dollar Range Shares Dollar Range Shares
of Shares Beneficially of Shares Beneficially of Shares Beneficially
Owned Owned Owned Owned Owned Owned
- ---------------------------------------------------------------------------------------------------------------------------------
Trustees/Nominees The Putnam Fund for Growth and Income Putnam Growth Opportunities Fund Putnam Health Sciences Trust
- ---------------------------------------------------------------------------------------------------------------------------------
Jameson A. Baxter Over $100,000 9,350.354 $10,001-$50,000 1537.221 Over 100,000 2167.541
- ---------------------------------------------------------------------------------------------------------------------------------
Charles B. Curtis $10,001-$50,000 1924.766 $1-$10,000 105.029 $1-$10,000 100.00
- ---------------------------------------------------------------------------------------------------------------------------------
Myra R. Drucker
- ---------------------------------------------------------------------------------------------------------------------------------
Charles E. Haldeman, Jr. $10,001-$50,000 817.797
- ---------------------------------------------------------------------------------------------------------------------------------
John A. Hill Over $100,000 9913.376 $10,001-$50,000 2516.579 Over $100,000 3670.194
- ---------------------------------------------------------------------------------------------------------------------------------
Ronald J. Jackson Over $100,000 34075.751 $1-$10,000 193.855 $1-$10,000 100.00
- ---------------------------------------------------------------------------------------------------------------------------------
Paul L. Joskow Over-$100,000 7489.43 $1-$10,000 578.797 $10,001-$50,000 436.772
- ---------------------------------------------------------------------------------------------------------------------------------
Elizabeth T. Kennan $10,001-$50,000 603.004 $10,001-$50,000 1007.462 $1-$10,000 100.00
- ---------------------------------------------------------------------------------------------------------------------------------
John H. Mullin, III Over $100,000 4528.036 $10,001-$50,000 1152.083 $50,001-$100,000 1091.876
- ---------------------------------------------------------------------------------------------------------------------------------
Robert E. Patterson $1-$10,000 522.329 $1-$10,000 688.172 $10,001-$50,000 230.980
- ---------------------------------------------------------------------------------------------------------------------------------
George Putnam, III Over $100,000 42571.034 $10,001-$50,000 2762.012 $50,001-$100,000 939.498
- ---------------------------------------------------------------------------------------------------------------------------------
A.J.C. Smith Over $100,000 6875.284 $1-$10,000 100.000 $10,001-$50,000 455.658
- ---------------------------------------------------------------------------------------------------------------------------------
W. Thomas Stephens Over $100,000 12731.639 $1-$10,000 101.018 $1-$10,000 138.237
- ---------------------------------------------------------------------------------------------------------------------------------
Richard B. Worley
- ---------------------------------------------------------------------------------------------------------------------------------
Dollar Range Shares Dollar Range Shares Dollar Range Shares
of Shares Beneficially of Shares Beneficially of Shares Beneficially
Owned Owned Owned Owned Owned Owned
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam International Putnam International Growth
Trustees/Nominees Capital Opportunities Fund Putnam International Equity Fund and Income Fund
- ---------------------------------------------------------------------------------------------------------------------------------
Jameson A. Baxter $10,001-$50,000 6392.319 Over $100,000 11,214.114 $1-$10,000 679.096
- ---------------------------------------------------------------------------------------------------------------------------------
Charles B. Curtis $1-$10,000 105.802 $1-$10,000 199.030 $1-$10,000 105.036
- ---------------------------------------------------------------------------------------------------------------------------------
Myra R. Drucker
- ---------------------------------------------------------------------------------------------------------------------------------
Charles E. Haldeman, Jr. $10,001-$50,000 710.359 $10,001-$50,000 1438.354
- ---------------------------------------------------------------------------------------------------------------------------------
John A. Hill Over $100,000 8211.346 Over $100,000 14909.236 Over $100,000 22658.411
- ---------------------------------------------------------------------------------------------------------------------------------
Ronald J. Jackson $1-$10,000 214.242 $1-$10,000 253.162 $1-$10,000 518.251
- ---------------------------------------------------------------------------------------------------------------------------------
Paul L. Joskow $1-$10,000 406.637 Over $100,000 5866.594 $1-$10,000 483.927
- ---------------------------------------------------------------------------------------------------------------------------------
Elizabeth T. Kennan $1-$10,000 1197.934 $10,001-$50,000 940.734 $1-$10,000 221.427
- ---------------------------------------------------------------------------------------------------------------------------------
John H. Mullin, III Over $100,000 5036.801 $10,001-$50,000 2350.4 $1-$10,000 954.473
- ---------------------------------------------------------------------------------------------------------------------------------
Robert E. Patterson $10,001-$50,000 427.582 $50,001-$100,000 2868.286 $1-$10,000 855.164
- ---------------------------------------------------------------------------------------------------------------------------------
George Putnam, III $10,001-$50,000 1113.326 $10,001-$50,000 749.876 $10,001-$50,000 2218.493
- ---------------------------------------------------------------------------------------------------------------------------------
A.J.C. Smith $1-$10,000 100.000 $1-$10,000 244.999 $1-$10,000 100.000
- ---------------------------------------------------------------------------------------------------------------------------------
W. Thomas Stephens $1-$10,000 119.660 $1-$10,000 179.103 $1-$10,000 149.025
- ---------------------------------------------------------------------------------------------------------------------------------
Richard B. Worley
- ---------------------------------------------------------------------------------------------------------------------------------
Dollar Range Shares Dollar Range Shares Dollar Range Shares
of Shares Beneficially of Shares Beneficially of Shares Beneficially
Owned Owned Owned Owned Owned Owned
- ---------------------------------------------------------------------------------------------------------------------------------
Putnam International Trustees
Trustees/Nominees New Opportunities Fund Putnam Investors Fund Putnam Mid Cap Value Fund
- ---------------------------------------------------------------------------------------------------------------------------------
Jameson A. Baxter $10,001-$50,000 2,191.36 Over $100,000 13,204.415 $10,001-$50,000 2053.445
- ---------------------------------------------------------------------------------------------------------------------------------
Charles B. Curtis $1-$10,000 102.166 $1-$10,000 102.415 $1-$10,000 105.982
- ---------------------------------------------------------------------------------------------------------------------------------
Myra R. Drucker
- ---------------------------------------------------------------------------------------------------------------------------------
Charles E. Haldeman, Jr. $10,001-$50,000 1149.541
- ---------------------------------------------------------------------------------------------------------------------------------
John A. Hill $1-$10,000 200.000 Over $100,000 25057.65 $1-$10,000 108.904
- ---------------------------------------------------------------------------------------------------------------------------------
Ronald J. Jackson $1-$10,000 313.103 Over $100,000 73276.008 $1-$10,000 352.798
- ---------------------------------------------------------------------------------------------------------------------------------
Paul L. Joskow $10,001-$50,000 1243.015 $50,001-$100,000 7015.402 $1-$10,000 120.072
- ---------------------------------------------------------------------------------------------------------------------------------
Elizabeth T. Kennan $1-$10,000 197.710 $10,001-$50,000 1359.807 $1-$10,000 490.096
- ---------------------------------------------------------------------------------------------------------------------------------
John H. Mullin, III $10,001-$50,000 3546.812 Over $100,000 8659.24 $50,001-$100,000 8192.574
- ---------------------------------------------------------------------------------------------------------------------------------
Robert E. Patterson $10,001-$50,000 1335.641 $10,001-$50,000 1314.557 $1-$10,000 680.668
- ---------------------------------------------------------------------------------------------------------------------------------
George Putnam, III $10,001-$50,000 1387.061 $10,001-$50,000 2437.122 $10,001-$50,000 2139.429
- ---------------------------------------------------------------------------------------------------------------------------------
A.J.C. Smith $1-$10,000 100.00 $50,001-$100,000 8623.297 $1-$10,000 100.000
- ---------------------------------------------------------------------------------------------------------------------------------
W. Thomas Stephens $1-$10,000 148.014 $1-$10,000 115.677 $1-$10,000 100.000
- ---------------------------------------------------------------------------------------------------------------------------------
Richard B. Worley
- ---------------------------------------------------------------------------------------------------------------------------------
Dollar Range Shares Dollar Range Shares
of Shares Beneficially of Shares Beneficially
Owned Owned Owned Owned
- ---------------------------------------------------------------------------------------------------------------------------------
Trustees/Nominees Putnam New Opportunities Fund Putnam New Value Fund
- ---------------------------------------------------------------------------------------------------------------------------------
Jameson A. Baxter $50,001-$100,000 1,734.607 Over 100,000 6,881.741
- ---------------------------------------------------------------------------------------------------------------------------------
Charles B. Curtis $50,001-$100,000 2254.69 $1-$10,000 107.243
- ---------------------------------------------------------------------------------------------------------------------------------
Myra R. Drucker
- ---------------------------------------------------------------------------------------------------------------------------------
Charles E. Haldeman, Jr. $10,001-$50,000 909.242
- ---------------------------------------------------------------------------------------------------------------------------------
John A. Hill $50,001-$100,000 2385.464 $50,001-$100,000 3872.531
- ---------------------------------------------------------------------------------------------------------------------------------
Ronald J. Jackson $1-$10,000 204.570 $1-$10,000 233.773
- ---------------------------------------------------------------------------------------------------------------------------------
Paul L. Joskow $10,001-$50,000 1111.62 $1-$10,000 584.206
- ---------------------------------------------------------------------------------------------------------------------------------
Elizabeth T. Kennan $1-$10,000 100.000 $10,001-$50,000 1333.438
- ---------------------------------------------------------------------------------------------------------------------------------
John H. Mullin, III Over $100,000 5927.957 $10,001-$50,000 2638.549
- ---------------------------------------------------------------------------------------------------------------------------------
Robert E. Patterson $10,001-$50,000 1038.444 $10,001-$50,000 1325.964
- ---------------------------------------------------------------------------------------------------------------------------------
George Putnam, III $10,001-$50,000 763.162 $10,001-$50,000 1398.657
- ---------------------------------------------------------------------------------------------------------------------------------
A.J.C. Smith $10,001-$50,000 638.496 $1-$10,000 100.000
- ---------------------------------------------------------------------------------------------------------------------------------
W. Thomas Stephens $1-$10,000 133.948 $1-$10,000 143.838
- ---------------------------------------------------------------------------------------------------------------------------------
Richard B. Worley
- ---------------------------------------------------------------------------------------------------------------------------------
Dollar Range Shares Dollar Range Shares Dollar Range Shares
of Shares Beneficially of Shares Beneficially of Shares Beneficially
Owned Owned Owned Owned Owned Owned
- ---------------------------------------------------------------------------------------------------------------------------------
Trustees/Nominees Putnam OTC & Emerging Growth Fund Putnam Research Fund Putnam Small Cap Growth Fund
- ---------------------------------------------------------------------------------------------------------------------------------
Jameson A. Baxter $10,001-$50,000 2,704.695 $1-$10,000 414.462 $10,001-$50,000 705.048
- ---------------------------------------------------------------------------------------------------------------------------------
Charles B. Curtis $1-$10,000 105.121 $1-$10,000 104.965 $10,001-$50,000 536.136
- ---------------------------------------------------------------------------------------------------------------------------------
Myra R. Drucker
- ---------------------------------------------------------------------------------------------------------------------------------
Charles E. Haldeman, Jr.
- ---------------------------------------------------------------------------------------------------------------------------------
John A. Hill $10,001-$50,000 1951.847 $50,001-$100,000 3902.146 $10,001-$50,000 2144.691
- ---------------------------------------------------------------------------------------------------------------------------------
Ronald J. Jackson $10,001-$50,000 1968.372 Over $100,000 8167.352 $1-$10,000 206.855
- ---------------------------------------------------------------------------------------------------------------------------------
Paul L. Joskow $1-$10,000 129.574 $50,001-$100,000 5449.857 $50,001-$100,000 4297.547
- ---------------------------------------------------------------------------------------------------------------------------------
Elizabeth T. Kennan $1-$10,000 1141.113 $10,001-$50,000 867.630 $10,001-$50,000 915.840
- ---------------------------------------------------------------------------------------------------------------------------------
John H. Mullin, III $10,001-$50,000 6484.534 $10,001-$50,000 849.291 $50,001-$100,000 3996.697
- ---------------------------------------------------------------------------------------------------------------------------------
Robert E. Patterson $1-$10,000 259.060 $1-$10,000 145.779 $1-$10,000 450.272
- ---------------------------------------------------------------------------------------------------------------------------------
George Putnam, III $50,001-$100,000 10112.593 $10,001-$50,000 1738.068 $10,001-$50,000 1235.585
- ---------------------------------------------------------------------------------------------------------------------------------
A.J.C. Smith $10,001-$50,000 3094.300 $1-$10,000 148.213 $1-$10,000 100.000
- ---------------------------------------------------------------------------------------------------------------------------------
W. Thomas Stephens $1-$10,000 144.331 $1-$10,000 100.000 $1-$10,000 100.000
- ---------------------------------------------------------------------------------------------------------------------------------
Richard B. Worley
- ---------------------------------------------------------------------------------------------------------------------------------
Dollar Range Shares Dollar Range Shares
of Shares Beneficially of Shares Beneficially
Owned Owned Owned Owned
- ---------------------------------------------------------------------------------------------------------------------------------
Trustees/Nominees Putnam Small Cap Value Fund Putnam Tax Smart Equity Fund
- ---------------------------------------------------------------------------------------------------------------------------------
Jameson A. Baxter $10,001-$50,000 1,867.779 $10,001-$50,000 1237.843
- ---------------------------------------------------------------------------------------------------------------------------------
Charles B. Curtis $1-$10,000 108.025 $1-$10,000 102.210
- ---------------------------------------------------------------------------------------------------------------------------------
Myra R. Drucker
- ---------------------------------------------------------------------------------------------------------------------------------
Charles E. Haldeman, Jr. $10,001-$50,000 1434.121
- ---------------------------------------------------------------------------------------------------------------------------------
John A. Hill Over $100,000 13881.248 $10,001-$50,000 2475.685
- ---------------------------------------------------------------------------------------------------------------------------------
Ronald J. Jackson $1-$10,000 460.660 Over $100,000 11228.341
- ---------------------------------------------------------------------------------------------------------------------------------
Paul L. Joskow $50,001-$100,000 2828.795 $50,000-$100,000 5392.129
- ---------------------------------------------------------------------------------------------------------------------------------
Elizabeth T. Kennan $10,001-$50,000 1355.865 $1-$10,000 106.693
- ---------------------------------------------------------------------------------------------------------------------------------
John H. Mullin, III/ Over $100,000 6633.668 $10,001-$50,000 3840.080
- ---------------------------------------------------------------------------------------------------------------------------------
Robert E. Patterson $1-$10,000 488.256 $1-$10,000 943.821
- ---------------------------------------------------------------------------------------------------------------------------------
George Putnam, III $10,001-$50,000 1095.726 $10,001-$50,000 1305.767
- ---------------------------------------------------------------------------------------------------------------------------------
A.J.C. Smith $1-$10,000 100.000 $1-$10,000 100.000
- ---------------------------------------------------------------------------------------------------------------------------------
W. Thomas Stephens $1-$10,000 100.000 $1-$10,000 100.000
- ---------------------------------------------------------------------------------------------------------------------------------
Richard B. Worley
- ---------------------------------------------------------------------------------------------------------------------------------
Dollar Range Shares Dollar Range Shares
of Shares Beneficially of Shares Beneficially
Owned Owned Owned Owned
- ---------------------------------------------------------------------------------------------------------------------------------
Trustees/Nominees Putnam Utilities Growth and Income Fund Putnam Vista Fund
- ---------------------------------------------------------------------------------------------------------------------------------
Jameson A. Baxter $10,001-$50,000 618.997 Over $100,000 13,673.755
- ---------------------------------------------------------------------------------------------------------------------------------
Charles B. Curtis $1-$10,000 112.628 $1-$10,000 108.696
- ---------------------------------------------------------------------------------------------------------------------------------
Myra R. Drucker
- ---------------------------------------------------------------------------------------------------------------------------------
Charles E. Haldeman, Jr. $10,001-$50,000 1759.930
- ---------------------------------------------------------------------------------------------------------------------------------
John A. Hill $10,001-$50,000 3240.898 Over $100,000 24573.347
- ---------------------------------------------------------------------------------------------------------------------------------
Ronald J. Jackson $1-$10,000 816.839 $1-$10,000 565.702
- ---------------------------------------------------------------------------------------------------------------------------------
Paul L. Joskow $1-$10,000 912.907 $10,001-$50,000 1657.718
- ---------------------------------------------------------------------------------------------------------------------------------
Elizabeth T. Kennan $1-$10,000 110.835 $1-$10,000 662.864
- ---------------------------------------------------------------------------------------------------------------------------------
John H. Mullin, III/ $10,001-$50,000 2307.695 $50,001-$100,000 10343.971
- ---------------------------------------------------------------------------------------------------------------------------------
Robert E. Patterson $1-$10,000 685.142 $10,001-$50,000 1479.233
- ---------------------------------------------------------------------------------------------------------------------------------
George Putnam, III $10,001-$50,000 2076.560 $10,001-$50,000 4475.699
- ---------------------------------------------------------------------------------------------------------------------------------
A.J.C. Smith $1-$10,000 248.838 $10,001-$50,000 3322.336
- ---------------------------------------------------------------------------------------------------------------------------------
W. Thomas Stephens $1-$10,000 162.025 $1-$10,000 177.190
- ---------------------------------------------------------------------------------------------------------------------------------
Richard B. Worley
- ---------------------------------------------------------------------------------------------------------------------------------
Dollar Range Shares Dollar Range
of Shares Beneficially of Shares
Owned Owned Owned
- ---------------------------------------------------------------------------------------
Trustees/Nominees Putnam Voyager Fund All Funds
- ---------------------------------------------------------------------------------------
Jameson A. Baxter 1994 606 303,417
Hans H. Estin 1972 653 346,438$1-$10,000 5,759.153 Over $100,000
- ---------------------------------------------------------------------------------------
Charles B. Curtis $1-$10,000 108.848 Over $100,000
- ---------------------------------------------------------------------------------------
Myra R. Drucker
- ---------------------------------------------------------------------------------------
Charles E. Haldeman, Jr. $10,001-$50,000 920.802 Over $100,000
- ---------------------------------------------------------------------------------------
John A. Hill 1985 1,295 1,358,924Over $100,000 23371.655 Over $100,000
- ---------------------------------------------------------------------------------------
Ronald J. Jackson Over $100,000 8722.033 Over $100,000
- ---------------------------------------------------------------------------------------
Paul L. Joskow Over $100,000 6528.631 Over $100,000
- ---------------------------------------------------------------------------------------
Elizabeth T. Kennan 1992 134 314,395
Lawrence J. Lasser 1992 79,162 8,864,380$1-$10,000 297.444 Over $100,000
- ---------------------------------------------------------------------------------------
John H. Mullin, III/ $50,001-$100,000 5970.143 Over $100,000
- ---------------------------------------------------------------------------------------
Robert E. Patterson 1984 657 737,582
Donald S. Perkins 1982 4,709 2,126,688
William F. Pounds 1971 19,573 4,706,601
George Putnam 1957 386,816(1) 20,996,054$50,001-$100,000 3829.659 Over $100,000
- ---------------------------------------------------------------------------------------
George Putnam, III 1984 1,707 3,405,083
Eli Shapiro 1995+ -- 926,071$10,001-$50,000 2182.800 Over $100,000
- ---------------------------------------------------------------------------------------
A.J.C. Smith 1986 601 1,090,348$50,001-$100,000 3762.124 Over $100,000
- ---------------------------------------------------------------------------------------
W. Nicholas Thorndike 1992 135 743,637Thomas Stephens $1-$10,000 148.108 Over $100,000
- ------------------------------------------------------------------------------------------
* Except as noted below, each Trustee has sole investment power and sole voting
power with respect to his or her shares of the fund.
** These holdings do not include shares of Putnam money market funds.
+ Dr. Shapiro previously served as a Trustee of the Putnam funds from 1984 to 1989.
(1) Mr. Putnam has sole investment power and shared voting power with respect to
306,111 of these shares which are held for his individual
account in the Putnam Investments, Inc. Profit Sharing Retirement Plan.
As of March 15, 1996,---------------------------------------------------------------------------------------
Richard B. Worley
- ---------------------------------------------------------------------------------------
At [May 31, 2004], the Trustees and officers of theeach fund owned a total of 579,458
shares of the fund, comprising less than 1% of its outstanding shares on that date. A
total of 352,753 of these shares are held by certain "interested" Trustees and officers of
your fund and Putnam Management in their Putnam Investments, Inc. Profit Sharing
Retirement Plan accounts. Each individual accountholder has sole investment
power and shared voting power with respect to his/her account.
WHAT ARE SOME OF THE WAYS IN WHICH THE TRUSTEES REPRESENT
SHAREHOLDER INTERESTS?
The Trustees believe that, as substantial investors in the Putnam
funds, their interests are closely aligned with those of
individual shareholders. Among other ways, the Trustees seek to
represent shareholder interests:
by carefully reviewing your fund's investment performance
on an individual basis with your fund's managers;
by also carefully reviewing the quality of the various
other services provided to the funds and their
shareholders by Putnam Management and its affiliates;
by discussing with senior management of Putnam Management
steps being taken to address any performance
deficiencies;
by reviewing the fees paid to Putnam Management to ensure
that such fees remain reasonable and competitive with
those of other mutual funds, while at the same time
providing Putnam Management sufficient resources to
continue to provide high quality services in the future;
by monitoring potential conflicts between the funds and
Putnam Management and its affiliates to ensure that the
funds continue to be managed in the best interests of
their shareholders;
by also monitoring potential conflicts among funds to
ensure that shareholders continue to realize the benefits
of participation in a large and diverse family of funds.
HOW OFTEN DO THE TRUSTEES MEET?
The Trustees meet each month (except August) over a two-day
period to review the operations of your fund and of the other
Putnam funds. A portion of these meetings is devoted to meetings
of various Committees of the board which focus on particular
matters. These include: the Contract Committee, which reviews
all contractual arrangements with Putnam Management and its
affiliates; the Communication and Service Committee, which
reviews the quality of services provided by your fund's investor
servicing agent, custodian and distributor; the Pricing,
Brokerage and Special Investments Committee, which reviews
matters relating to valuation of securities, best execution,
brokerage costs and allocations and new investment techniques;
the Audit Committee, which reviews accounting policies and the
adequacy of internal controls and supervises the engagement of
the funds' auditors; the Compensation, Administration and Legal
Affairs Committee, which reviews the compensation of the Trustees
and their administrative staff and supervises the engagement of
the funds' independent counsel; and the Nominating Committee,
which is responsible for selecting nominees for election as
Trustees.
Each Trustee generally attends at least two formal committee
meetings during such monthly meeting of the Trustees. During
1995, the average Trustee participated in approximately 40
committee and board meetings. In addition, the Trustees meet in
small groups with Chief Investment Officers and Portfolio
Managers to review recent performance and the current investment
climate for selected funds. These meetings ensure that each
fund's performance is reviewed in detail at least twice a year.
The Contract Committee typically meets on several additional
occasions during the year to carry out its responsibilities.
Other Committees, including an Executive Committee, may also meet
on special occasions as the need arises.
WHAT ARE THE TRUSTEES PAID FOR THEIR SERVICES?
Your fund pays each Trustee a fee for his or her services. Each
Trustee also receives fees for serving as Trustee of the other
Putnam funds. The Trustees periodically review their fees to
assure that such fees continue to be appropriate in light of
their responsibilities as well as in relation to fees paid to
trustees of other mutual fund complexes. The fees paid to each
Trustee by your fund and by all of the Putnam funds are shown
below:
COMPENSATION TABLE
Total
Aggregate compensation
compensation from all
Trustees from the fund* Putnam funds**
- --------------------------------------------------------------
Jameson A. Baxter $2,769 $150,854
Hans H. Estin 2,769 150,854
John A. Hill*** 2,753 149,854
Elizabeth T. Kennan 2,737 148,854
Lawrence J. Lasser 2,769 150,854
Robert E. Patterson 2,800 152,854
Donald S. Perkins 2,769 150,854
William F. Pounds 2,784 149,854
George Putnam 2,769 150,854
George Putnam, III 2,769 150,854
Eli Shapiro**** 695 95,372
A.J.C. Smith 2,727 149,854
W. Nicholas Thorndike 2,800 152,854
-----------------------------------------------------------------
- -
* Includes an annual retainer and an attendance fee for each
meeting attended.
** Reflects total payments received from all Putnam funds in the
most recent calendar year. As of December 31, 1995, there were
99 funds in the Putnam family.
*** Includes compensation deferred pursuant to a Trustee
Compensation Deferral Plan. The total amount of deferred
compensation payable to Mr. Hill by all Putnam funds as of
December 31, 1995 was $51,141, including income earned on such
amounts.
*** *
Elected as a Trustee in April 1995. For the calendar year
ended December 31, 1994, Dr. Shapiro received $38,577 in
retirement benefits from the Putnam funds in respect of his
prior service as a Trustee from 1984 to 1989, which benefits
terminated at the end of 1994.
Your fund's Trustees have approved Retirement Guidelines for
Trustees of the Putnam funds. These guidelines provide generally
that a Trustee who retires after reaching age 72 and who has at
least 10 years of continuous service will be eligible to receive a
retirement benefit from each Putnam fund for which he or she served
as a Trustee. The amount and form of such benefit is subject to
determination annually by the Trustees and, unless otherwise
determined by the Trustees, will be an annual cash benefit payable
for life equal to one-half of the Trustee retainer fees paid by each
fund at the time of retirement. Several retired Trustees are
currently receiving benefits pursuant to the Guidelines and it is
anticipated that the current Trustees will receive similar benefits
upon their retirement. A Trustee who retired in calendar 1995 and
was eligible to receive benefits under these Guidelines would have
received an annual benefit of $66,749, based upon the aggregate
retainer fees paid by the Putnam funds for such year. The Trustees
reserve the right to amend or terminate such Guidelines and the
related payments at any time, and may modify or waive the foregoing
eligibility requirements when deemed appropriate.
For additional information about your fund, including further
information about its Trustees and officers, please see "Further
Information About Your Fund," on page 61 .
PUTNAM INVESTMENTS
Putnam Investment Management, Inc. and its affiliates, Putnam Mutual
Funds, the principal underwriter for shares of your fund and Putnam
Fiduciary Trust Company, your fund's investor servicing agent and
custodian, are wholly owned by Putnam Investments, Inc., One Post
Office Square, Boston, Massachusetts 02109, a holding company that
is in turn wholly owned by Marsh & McLennan Companies, Inc., which
has executive offices at 1166 Avenue of the Americas, New York, New
York 10036. Marsh & McLennan Companies, Inc., and its operating
subsidiaries are professional services firms with insurance and
reinsurance brokering, consulting, and investment management
businesses.
2. SELECTION OF INDEPENDENT AUDITORS
Price Waterhouse LLP, 160 Federal Street, Boston, Massachusetts,
independent accountants, has been selected by the Trustees as
auditors of your fund for the current fiscal year. Among the
country's preeminent accounting firms, this firm also serves as the
auditor for approximately half of the other funds in the Putnam
family. It was selected primarily on the basis of its expertise as
auditors of investment companies, the quality of its audit services,
and the competitiveness of the fees charged for these services.
A majority of the votes on the matter is necessary to ratify the
selection of auditors. A representative of the independent auditors
is expected to be present at the meeting to make statements and to
respond to appropriate questions.
3 . APPROVAL OF A NEW MANAGEMENT CONTRACT
The Trustees of your fund recommend that shareholders approve a new
management contract with Putnam Management, which provides for an
increase in the management fees payable by the fund to Putnam
Management. The proposed contract, which is attached as Exhibit A,
is identical in all substantive respects to the existing contract,
except as noted below. Further information about both the current
and proposed management contract, the termination and renewal
procedures, the services provided by Putnam Management and its
affiliates, and information concerning brokerage and related matters
can be found under "Additional Information Relating to
Management Contract Approval" on page 63 .
WHAT DO MANAGEMENT FEES PAY FOR?
Management fees pay Putnam Management for the services it provides
in conducting the day-to-day operations of the fund. These include
providing the personnel, equipment, and office facilities necessary
for the management of the fund's investment portfolio, determining
the fund's daily net asset value, maintaining the accounts and
records of the fund, preparation of reports to shareholders,
compliance with regulatory requirements, and general administration
of the fund's affairs.
WHY DID PUTNAM MANAGEMENT RECOMMEND A NEW MANAGEMENT FEE SCHEDULE TO
THE TRUSTEES?
In recent years, Putnam Management has noted a general increase in
the complexity of the investment process and in the competition for
talented investment personnel. Putnam Management recommended the
new management fee schedule to help ensure that Putnam Management
receives fees for its services that are competitive with fees paid
to high-quality investment managers by other mutual funds. Putnam
Management believes that maintaining competitive management fees
will, over the longer term, enable it to continue to provide high-
quality management services to your fund and to the other funds in
the Putnam group. Putnam Management also notes that your fund's
current management fee schedule has not been increased since 1988
and is lower than the fees paid to managers of competitive funds.
HOW DID YOUR FUND'S TRUSTEES ARRIVE AT THE PROPOSED MANAGEMENT FEE?
Several years ago, the Trustees undertook a comprehensive review of
the management fees paid by the Putnam funds. This review was
conducted largely through the Contract Committee of the Trustees,
which consists solely of independent Trustees who have no financial
interest in Putnam Management. As a result of this review, the
Trustees and Putnam Management reached agreement on a system of
model fee schedules for the various types of funds in the Putnam
group. These model fee schedules have now been implemented for most
of the Putnam funds. The proposed new fee schedule for the fund is
identical to that which has been implemented for many other Putnam
funds.
The Trustees and Putnam Management also reached a general
understanding that these model fee schedules should be implemented
for a particular fund only following consideration of the fund's
comparative investment performance and expense levels. After
reviewing comparative data on competitive funds and noting, among
other things, the fund's strong relative performance, the Trustees
concluded that it would be appropriate to implement a model fee
schedule for your fund at this time. The Trustees have
indicated that they will continue to look closely at the fund's
comparative performance and expense levels in their future annual
reviews of the fund's management contract.
WHAT FACTORS DID THE TRUSTEES CONSIDER?
The Trustees placed primary emphasis upon the nature and quality of
the services being provided by Putnam Management, including, in
particular, the strong relative investment performance of the fund
in recent years. In this regard, the Trustees also considered the
relative complexity of managing the fund, and a comparison of recent
management fees and other expenses paid by the fund with
those of similar funds managed by other investment advisers.
The Trustees also considered, among other things, information
provided by Putnam Management regarding the profitability of its
current and proposed management fee arrangements with the fund
(without regard to costs incurred by Putnam Management and its
affiliates in connection with the marketing of shares), the benefits
to Putnam Management and its affiliates resulting from the fact that
affiliates of Putnam Management currently serve as shareholder
servicing agent, distributor, and custodian for each of the Putnam
funds pursuant to separate contractual arrangements, and Putnam
Management's placing of portfolio transactions to recognize research
and brokerage services.
Information about certain of the factors considered by the Trustees
is set forth below and in the section "Additional Information
Relating to Management Contract Approval" on page 63 .
Following consideration of these and the other factors described
above, the Trustees of your fund, including all of the independent
Trustees, unanimously approved the proposed new contract.
HOW HAS THE GEORGE PUTNAM FUND OF BOSTON PERFORMED?
As part of any decision regarding management fees, shareholders
should consider how the fund has performed. The chart that
follows shows how $10,000 invested in The George Putnam Fund of
Boston class A shares (with dividends reinvested) would have grown
to $33,035 over a ten-year period. Performance data in the chart
does not reflect the deduction of the maximum sales charge of
5.75%.
GROWTH OF A $10,000 INVESTMENT
(INSERT MOUNTAIN GRAPH HERE)
PLOT POINTS: 7/31/85 10,000
7/31/86 12,919
7/31/87 16,101
7/31/88 15,237
7/31/89 18,642
7/31/90 19,735
7/31/91 21,961
7/31/92 24,965
7/31/93 27,122
7/31/94 28,060
7/31/95 33,035
Annual average total return as of 7/31/95
Class A shares at NAV
10 years 12.69%
5 years 10.85%
3 years 9.79%
1 year 17.73%
CLASS M SHARES AT NAV
Life (since 12/1/94) 18.52%
CLASS B SHARES NO REDEMPTION REDEMPTION
- -------------------------------------------------------------
Life (since 4/27/92) 9.82% 9.08%
1 year 16.87% 11.87%
Performance assumes reinvestment of distributions at net asset
value, represents past results, and does not account for taxes or
for payments under the fund's class A distribution plan before its
inception in 1990. Investment return and principal value will
fluctuate so that an investor's shares, when redeemed, may be worth
more or less than their original cost.
The annual average total return for class A shares
for the one-, three-, five- and ten-year periods ended July 31, 1995
was 11.00%, 7.64%, 9.54% and 12.02%, respectively, adjusted to
reflect the deduction of the maximum sales charge of 5.75%. Class B
share performance shown above reflects the maximum contingent
deferred sales charge of 5% for 1 year and 3% for life of class if
shares were redeemed on July 31, 1995. The total
return for class M shares through July 31, 1995 since inception of
the class on December 1, 1994 was 14.40% , adjusted to reflect
the deduction of the maximum sales charge of 3.50%. The
annual average total return for class Y shares
through July 31, 1995 for the one-year period and since inception of
the class on April 4, 1994 was 18.00% and 16.35 % ,
respectively.
HOW HAS THE GEORGE PUTNAM FUND OF BOSTON PERFORMED IN COMPARISON TO
SIMILAR FUNDS?
Another way of evaluating the performance of your fund is to compare
it to other growth and income funds. In reviewing the fund's
relative performance, your Trustees and Putnam Management compare it
to other funds with similar investment objectives and strategies.
When evaluated in that group, the total return of the class A shares
of the fund ranked in the top 9% of 147 such funds for
the twelve months ended December 31, 1995, in the top 14% of
81 such funds for the three years ended December 31, 1995 and
in the top 34% of 52 such funds for the five years
ended December 31, 1995.
WHAT IS THE EFFECT OF THE NEW MANAGEMENT FEE SCHEDULE?
Under the new management contract, the annual management fee paid by
your fund to Putnam Management would be increased as follows:
Existing Fee Proposed Fee
-----------------------------------------------------------------
- -
FIRST $100 MILLION 0.60% FIRST $500 MILLION 0.65%
NEXT $100 MILLION 0.50% NEXT $500 MILLION 0.55%
NEXT $300 MILLION 0.40% NEXT $500 MILLION 0.50%
NEXT $500 MILLION 0.325% NEXT $5 BILLION 0.45%
OVER $1.0 BILLION 0.30% NEXT $5 BILLION 0.425%
NEXT $5 BILLION 0.405%
NEXT $5 BILLION 0.39%
THEREAFTER 0.38%
Based on net assets of the fund at January 31, 1996 of
$1,841,786,936, the effective annual management fee rate under the
proposed fee schedule would be 0.55% as compared to 0.35% under the
existing schedule. This represents an increase of $0.20 in annual
expenses for each $100 invested in the fund. The new management fee
schedule, like the old, provides for lower management fee rates as
the fund's assets increase.
For its fiscal year ended July 31, 1995, the fund paid management
fees to Putnam Management of $4,618,445. If the proposed new
management contract had been in effect for the year, the fund would
have paid fees of $7,155,742, which is an increase of 55%.
The following tables summarize the expenses incurred by the fund in
the most recent fiscal year and restates these expenses on a pro
forma basis, reflecting the implementation of the proposed fee
schedule.
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)
(ACTUAL)
TOTAL FUND
MANAGEMENT 12B-1 OTHER OPERATING
FEES FEES EXPENSES EXPENSES
- ---------- ----- -------------------
Class A 0.38% 0.25% 0.28% 0.91%
Class B 0.38% 1.00% 0.28% 1.66%
Class M 0.38% 0.75% 0.28% 1.41%
(PRO FORMA)
TOTAL FUND
MANAGEMENT 12B-1 OTHER OPERATING
FEES FEES EXPENSES EXPENSES
- ---------- ----- -------------------
Class A 0.58% 0.25% 0.28% 1.11%
Class B 0.58% 1.00% 0.28% 1.86%
Class M 0.58% 0.75% 0.28% 1.61%
EXAMPLES
Your investment of $1,000 would incur the following expenses,
assuming 5% annual return and, except as indicated, redemption at
the end of each period:
(ACTUAL)
1 3 5 10
year years years years
---------------------------------------------------------------
CLASS A $66 $85 $105 $163
CLASS B $67 $82 $110 $177*
CLASS B (NO REDEMPTION) $17 $52 $90 $177*
CLASS M $49 $78 $109 $198
(PRO FORMA)
1 3 5 10
year years years years
--------------------------------------------------------------
CLASS A $68 $91 $115 $185
CLASS B $69 $88 $121 $198*
CLASS B (NO REDEMPTION) $19 $58 $101 $198*
CLASS M $51 $84 $120 $219
The examples do not represent past or future expense levels. Actual
expenses may be greater or less than those shown. Federal
regulations require the examples to assume a 5% annual return, but
actual annual return varies.
* Reflects conversion of class B shares to class A shares
(which pay lower ongoing expenses) approximately eight years
after purchase.
ARE THERE ANY OTHER PROPOSED CHANGES?
The only other substantive changes in the new management contract
relate to the payment by the fund of the compensation and related
expenses of certain officers of the fund.
The existing contract requires the fund to reimburse Putnam
Management for the compensation and related expenses of the fund's
Vice Chairman and such other officers of the fund and their
assistants as the Trustees of the fund may determine. Since January
1, 1992, the administrative duties previously performed by the
office of Vice Chairman have been divided among various other
officers of the fund. As a result, the new contract provides for
the payment by the fund of the compensation and related expenses of
such officers of the fund and their assistants as the Trustees may
determine.
WHAT PERCENTAGE OF SHAREHOLDERS' VOTES ARE REQUIRED TO PASS THE
PROPOSAL?
Approval of the new management contract will require the "yes" vote
of a "majority of the outstanding voting securities" of the fund, as
provided in the Investment Company Act of 1940. For this purpose,
this means the "yes" vote of the lesser of (1) more than 50% of the
outstanding shares of each class of each fund on that date.
* What are some of the ways in which the trustees represent shareholder
interests?
The Trustees believe that, as substantial investors in the Putnam funds,
their interests are closely aligned with those of individual
shareholders. Among other ways, the Trustees seek to represent
shareholder interests:
* by carefully reviewing your fund's investment performance on an
individual basis with your fund's investment team;
* by carefully reviewing the quality of the various other services
provided to the funds and their shareholders by Putnam Management and
its affiliates;
* by discussing with senior management of Putnam Management steps being
taken to address any performance deficiencies;
* by conducting an in-depth review of the fees paid by each fund and by
negotiating with Putnam Management to ensure that such fees remain
reasonable and competitive with those of other mutual funds, while at
the same time providing Putnam Management sufficient resources to
continue to provide high quality services in the future;
* by reviewing brokerage costs and fees, allocations among brokers, soft
dollar expenditures and similar expenses of each fund;
* by monitoring potential conflicts between the funds and Putnam
Management and its affiliates to ensure that the funds continue to be
managed in the best interests of their shareholders; and
* by monitoring potential conflicts among funds to ensure that
shareholders continue to realize the benefits of participation in a
large and diverse family of funds.
* How can shareholders communicate with the trustees?
The Board of Trustees provides a process for shareholders to send
communications to the Trustees. Shareholders may direct communications to
the Board of Trustees as a whole or to specified individual Trustees by
submitting them in writing to the following address:
The Putnam Funds
Attention: "Board of Trustees" or any specified Trustee(s)
One Post Office Square
Boston, Massachusetts 02109
The written communication must include the shareholder's name, be signed
by the shareholder, refer to the Putnam fund(s) in which the shareholder
holds shares, and include the class and number of shares held by the
shareholder as of a recent date.
The Office of the Trustees will respond to all correspondence sent to
Trustees; however, due to the volume of correspondence, all
communications are not sent directly to the Trustees. The correspondence
is reviewed, summarized and presented to Trustees on a periodic basis.
* How often do the trustees meet?
The Trustees meet each month (except August) over a two-day period to
review the operations each Putnam fund. A portion of these meetings is
devoted to meetings of various committees of the board which focus on
particular matters. Each Trustee generally attends at least two formal
committee meetings during each regular meeting of the Trustees. During
2003, the average Trustee participated in approximately 49 committee and
board meetings. In addition, the Trustees meet in small groups with
Chief Investment Officers, Portfolio Leaders and Portfolio Members to
review recent performance and the current investment climate for
selected funds. These meetings ensure that each fund's performance is
reviewed in detail at least twice a year. The Contract Committee
typically meets on several additional occasions during the year to carry
out its responsibilities. Other committees, including the Executive
Committee, may also meet on special occasions as the need arises. The
number of times each committee met during calendar year 2003 is shown in
the table below:
Audit and Pricing Committee 15
- ----------------------------------------------------
Board Policy and Nominating Committee 7
- ----------------------------------------------------
Brokerage and Custody Committee 4
- ----------------------------------------------------
Communication, Service and Marketing Committee 9
- ----------------------------------------------------
Contract Committee 14
- ----------------------------------------------------
Distributions Committee 6
- ----------------------------------------------------
Executive Committee 1
- ----------------------------------------------------
Investment Oversight Committees 30
- ----------------------------------------------------
Your fund does not have a policy with regard to Trustees' attendance at
shareholder meetings. The funds are not required under their Agreements
and Declarations of Trust to hold annual meetings.
* What are the trustees paid for their services?
Each Trustee of your fund receives a fee for his or her services. Each
Trustee also receives fees for serving as Trustee of the other Putnam
funds. Each Trustee receives an annual fee and an additional fee for each
Trustees' meeting attended. Trustees who are not "interested persons" of
Putnam Management (as such term is defined in the 1940 Act) and who serve
on committees of the Trustees receive additional fees for attendance at
certain committee meetings and for special services rendered in that
connection. All of the current Trustees are Trustees of all the Putnam
funds and each receives fees for his or her services.
The Trustees periodically review their fees to ensure that such fees
continue to be appropriate in light of their responsibilities as well as
in relation to fees paid to trustees of other mutual fund complexes. The
Board Policy and Nominating Committee, which consists only of Trustees
who are not "interested persons" of your fund or Putnam Management (as
such term is defined in the 1940 Act), estimates that Committee and
Trustee meeting time, together with the appropriate preparation,
requires the equivalent of at least three business days per Trustee
meeting. The following table shows the fees paid to each current Trustee
by your fund for its most recent fiscal year and the fees paid to each
current Trustee by all of the Putnam funds during calendar year 2003:
COMPENSATION TABLE
Retirement Retirement
benefits benefits
Aggregate accrued as Aggregate accrued as
Compensation part of fund Compensation part of fund
from the fund or (2) 67% or more of the shares
present at the meeting, if more than 50% of the outstanding shares
are present at the meeting in person or by proxy. If the
shareholders do not approve the new contract, the existing
management contract will continue in effect.
THE TRUSTEES BELIEVE THAT THE PROPOSED NEW MANAGEMENT FEE IS FAIR
AND REASONABLE AND IN THE BEST INTERESTS OF THE SHAREHOLDERS OF THE
FUND. ACCORDINGLY, THE TRUSTEES RECOMMEND THAT SHAREHOLDERS VOTE
FOR APPROVAL OF THE PROPOSED NEW CONTRACT.
4. PROPOSALS
4.A.-O.
As described in the following proposals, the Trustees are
recommending that shareholders approve a number of changes to the
fund's fundamental investment restrictions, including the
elimination of certain restrictions. Generally, the purpose of
these proposed changes is to increase the fund's investment
flexibility and to bring the fund's policies more in line with those
of many other Putnam funds.
These changes largely reflect the elimination of certain restrictive
policies which were required at one time by various state securities
authorities but which are no longer required under current
regulations. Many of the restrictions that are proposed to be
changed are incorporated in the fund's Agreement and Declaration of
Trust (the "Declaration of Trust") and, as a result, may only be
modified by vote of a majority of the fund's outstanding shares.
This voting requirement is stricter than that imposed by the
Investment Company Act of 1940, as amended (the "1940 Act"). The
higher voting threshold required by the Declaration of the Trust may
impose greater proxy solicitation costs onexpenses from the fund in the event
that it becomes necessary or desirable to revise these restrictions
in the future. As a result,expenses
- ----------------------------------------------------------------------------------------
Putnam Asset Allocation: Putnam Asset Allocation:
Trustees Balanced Portfolio Conservative Portfolio
- ----------------------------------------------------------------------------------------
Jameson A. Baxter/1994(5) $2,519 $789 $1,558 $434
- ----------------------------------------------------------------------------------------
Charles B. Curtis/2001 2,470 632 1,529 345
- ----------------------------------------------------------------------------------------
John A. Hill/1985(5)(7) 4,246 936 2,614 515
- ----------------------------------------------------------------------------------------
Ronald J. Jackson/1996(5) 2,471 732 1,531 402
- ----------------------------------------------------------------------------------------
Paul L. Joskow/1997(5) 2,495 606 1,542 335
- ----------------------------------------------------------------------------------------
Elizabeth T. Kennan/1992 2,483 963 1,524 530
- ----------------------------------------------------------------------------------------
John H. Mullin, III/1997(5) 2,501 926 1,545 512
- ----------------------------------------------------------------------------------------
Robert E. Patterson/1984 2,501 524 1,545 288
- ----------------------------------------------------------------------------------------
George Putnam, III/1984(7) 3,088 431 1,905 237
- ----------------------------------------------------------------------------------------
A.J.C. Smith/1986(6) 0 997 0 548
- ----------------------------------------------------------------------------------------
W. Thomas Stephens/1997(5) 2,455 848 1,516 470
- ----------------------------------------------------------------------------------------
Retirement Retirement
benefits benefits
Aggregate accrued as indicated below, the Trustees are
also recommending that allAggregate accrued as
Compensation part of these restrictions be removedfund Compensation part of fund
from the Declaration of Trust.
The adoption of any of these proposals is not contingent on the
adoption of any other proposal.
4.A. AMENDING THE AGREEMENT AND DECLARATION OF TRUST WITH RESPECT
TO THE FUND'S PERMITTED INVESTMENTS
The Trustees are recommending that the Declaration of Trust be
amended to givefund expenses from the fund broader authority to make investments. The
proposed changes would bring the fund's Declarationexpenses
- ----------------------------------------------------------------------------------------
Putnam Asset Allocation: Putnam Capital
Trustees Growth Portfolio Appreciation Fund
- ----------------------------------------------------------------------------------------
Jameson A. Baxter/1994(5) $2,309 $668 $1,931 $551
- ----------------------------------------------------------------------------------------
Charles B. Curtis/2001 2,264 549 1,419 378
- ----------------------------------------------------------------------------------------
John A. Hill/1985(5)(7) 3,892 787 3,117 676
- ----------------------------------------------------------------------------------------
Ronald J. Jackson/1996(5) 2,264 618 1,877 519
- ----------------------------------------------------------------------------------------
Paul L. Joskow/1997(5) 2,286 496 1,903 505
- ----------------------------------------------------------------------------------------
Elizabeth T. Kennan/1992 2,275 811 1,928 693
- ----------------------------------------------------------------------------------------
John H. Mullin, III/1997(5) 2,292 759 1,914 764
- ----------------------------------------------------------------------------------------
Robert E. Patterson/1984 2,292 442 1,914 373
- ----------------------------------------------------------------------------------------
George Putnam, III/1984(7) 2,830 363 2,359 312
- ----------------------------------------------------------------------------------------
A.J.C. Smith/1986(6) 0 839 0 716
- ----------------------------------------------------------------------------------------
W. Thomas Stephens/1997(5) 2,250 694 1,891 708
- ----------------------------------------------------------------------------------------
Retirement Retirement
benefits benefits
Aggregate accrued as Aggregate accrued as
Compensation part of Trust more in
line with thatfund Compensation part of most other Putnam
funds.
The proposed amended paragraph of Article V of the Declaration of
Trust is set forth below. Additions are shown in ((BOLDFACE)) and
deletions are shown in //italics//. The section of the paragraph
regarding repurchase agreements and securities loans is proposed to
be eliminated by proposal
4.J.
below, and will only be eliminated if
that proposal is approved. The fund's ability to pledge its assets
and to borrow are proposed to be modified by proposals 4.L. and
4.M., respectively.
Section 4. The Trustees shall have full power and
authority ((TO INVEST IN, PURCHASE, SELL, AND
OTHERWISE ENGAGE IN TRANSACTIONS WITH RESPECT TO,
SECURITIES, DEBT INSTRUMENTS AND OTHER PROPERTY,
INSTRUMENTS AND RIGHTS OF A FINANCIAL CHARACTER, AND
TO ENGAGE IN BORROWINGS AND TO PLEDGE OR OTHERWISE
ENCUMBER THE ASSETS OF THE TRUST. THE TRUSTEES ALSO
SHALL HAVE FULL POWER AND AUTHORITY TO EXERCISE ANY
RIGHTS OF OWNERSHIP WITH RESPECT TO ANY OF THE
FOREGOING))//[to buy and invest the funds in their
hands in bonds, stocks, voting trust certificates,
notes, certificates of indebtedness, acceptances,
certificates of interest, call loans, commercial
paper, repurchase agreements with respect to not more
than 25% of the Trust's total assets, financial
futures contacts, options on financial futures
contracts and on securities indices, and any
negotiable instruments however named or described,
except as specifically limited in this Section 4, and
to make loans of its portfolio securities with respect
to not more than 25% of the Trust's total assets. The
Trustees shall have full power and authority to write
call options traded on a national securities exchange
on securities which the Fund owns and it may purchase
options to close out call options written by the
Fund.]// The Trustees shall not in any
((WAY))//[wise]// be bound or limited by any present
or future law or custom in regard to trust investments
but shall have full authority and power to make any
and all investments //[within the above limitations]//
which they in their uncontrolled discretion may deem
proper to accomplish the purposes of the Trust.
Putnam Management recommended the proposed changes to providefund
from the fund with maximum investment flexibility. For example, the
amendments would clarify thatexpenses from the fund may purchase and sell options
to the fullest extent permitted by law. If the amendments are
approved,expenses
- ----------------------------------------------------------------------------------------
Putnam Capital Putnam Classic
Trustees Opportunities Fund Equity Fund
- ----------------------------------------------------------------------------------------
Jameson A. Baxter/1994(5) $1,793 $395 $2,386 $731
- ----------------------------------------------------------------------------------------
Charles B. Curtis/2001 1,757 277 2,360 633
- ----------------------------------------------------------------------------------------
John A. Hill/1985(5)(7) 2,962 481 4,020 851
- ----------------------------------------------------------------------------------------
Ronald J. Jackson/1996(5) 1,754 371 2,395 673
- ----------------------------------------------------------------------------------------
Paul L. Joskow/1997(5) 1,773 353 2,361 500
- ----------------------------------------------------------------------------------------
Elizabeth T. Kennan/1992 1,788 494 2,343 878
- ----------------------------------------------------------------------------------------
John H. Mullin, III/1997(5) 1,777 535 2,369 771
- ----------------------------------------------------------------------------------------
Robert E. Patterson/1984 1,777 267 2,372 479
- ----------------------------------------------------------------------------------------
George Putnam, III/1984(7) 2,195 222 2,939 392
- ----------------------------------------------------------------------------------------
A.J.C. Smith/1986(6) 0 510 0 910
- ----------------------------------------------------------------------------------------
W. Thomas Stephens/1997(5) 1,759 495 2,337 700
- ----------------------------------------------------------------------------------------
Retirement Retirement Retirement
benefits benefits benefits
Aggregate accrued as Aggregate accrued as Aggregate accrued as
Compensation part of fund Compensation part of fund Compensation part of fund
from the fund will, of course, continue to be limited in its
investments by its investment objective and policies, the 1940 Act
and applicable state securities laws.
REQUIRED VOTE. Approval of the proposal requires the affirmative
vote of the majority of the outstanding shares of the fund.
4.B.
AMENDING THE FUND'S AGREEMENT AND DECLARATION OF TRUST WITH
RESPECT TO DIVERSIFICATION OF INVESTMENTS
The Trustees are recommending that the Declaration of Trust be
amended and revise the fund's fundamental investment restriction
relating to the diversification of its investments to grantexpenses from the fund the maximum investment flexibility permitted by the 1940 Act. Under
the 1940 Act,expenses from the fund expenses
- -------------------------------------------------------------------------------------------------------------------
Putnam Convertible Putnam Discovery Putnam Equity
Trustees Income-Growth Trust Growth Fund Income Fund
- -------------------------------------------------------------------------------------------------------------------
Jameson A. Baxter/1994(5) $1,347 $396 $3,146 $958 $3,298 $789
- -------------------------------------------------------------------------------------------------------------------
Charles B. Curtis/2001 1,333 334 3,112 851 3,264 685
- -------------------------------------------------------------------------------------------------------------------
John A. Hill/1985(5)(7) 2,269 463 5,299 1,107 5,530 917
- -------------------------------------------------------------------------------------------------------------------
Ronald J. Jackson/1996(5) 1,352 365 3,158 879 3,313 726
- -------------------------------------------------------------------------------------------------------------------
Paul L. Joskow/1997(5) 1,333 282 3,148 627 3,251 537
- -------------------------------------------------------------------------------------------------------------------
Elizabeth T. Kennan/1992 1,323 478 3,091 1,143 3,226 946
- -------------------------------------------------------------------------------------------------------------------
John H. Mullin, III/1997(5) 1,338 433 3,124 970 3,274 828
- -------------------------------------------------------------------------------------------------------------------
Robert E. Patterson/1984 1,339 260 3,127 625 3,279 517
- -------------------------------------------------------------------------------------------------------------------
George Putnam, III/1984(7) 1,660 214 3,878 510 4,055 423
- -------------------------------------------------------------------------------------------------------------------
A.J.C. Smith/1986(6) 0 496 NA 1,185 NA 981
- -------------------------------------------------------------------------------------------------------------------
W. Thomas Stephens/1997(5) 1,319 394 3,081 878 3,226 752
- -------------------------------------------------------------------------------------------------------------------
Retirement Retirement
benefits benefits
Aggregate accrued as a diversifiedAggregate accrued as
Compensation part of fund generally may not,
with respect to 75%Compensation part of its total assets, invest more than 5% of its
total assets in the securities of any one issuer (except U.S.
government securities). The remaining 25% of the fund's total
assets is not subject to this restriction.
The fund's current investment restriction is more restrictive, and
states that:
"The Trustees shall be limited in the purchase of securities
or obligations to an investment which shall not exceed five
percent (5%) of the liquidating value of the Trust property
at the time of such investment ...
The
above limitations
shall not apply, however, to investments in government or
municipal securities or obligations."
The proposed amended fundamental investment restriction is set forth
below.
"The fund
may not ...
With respect to 75% of its total assets, invest in the
securities of any issuer if, immediately after such investment,
more than 5% of the total assets offrom the fund (taken at current
value) would be invested in the securities of such issuer;
provided that this limitation does not apply to obligations
issued or guaranteed as to interest or principal by the U.S.
government or its agencies or instrumentalities."
If the proposed change is approved,expenses from the fund will be able to invest
up to 25%expenses
- ----------------------------------------------------------------------------------------
Putnam Europe The George Putnam
Trustees Equity Fund Fund of its total assets in securitiesBoston
- ----------------------------------------------------------------------------------------
Jameson A. Baxter/1994(5) $1,733 $536 $5,050 $1,476
- ----------------------------------------------------------------------------------------
Charles B. Curtis/2001 1,697 382 4,953 1,121
- ----------------------------------------------------------------------------------------
John A. Hill/1985(5)(7) 2,859 653 8,511 1,771
- ----------------------------------------------------------------------------------------
Ronald J. Jackson/1996(5) 1,693 503 4,955 1,376
- ----------------------------------------------------------------------------------------
Paul L. Joskow/1997(5) 1,712 474 5,003 1,212
- ----------------------------------------------------------------------------------------
Elizabeth T. Kennan/1992 1,728 670 4,976 1,821
- ----------------------------------------------------------------------------------------
John H. Mullin, III/1997(5) 1,717 718 5,013 1,845
- ----------------------------------------------------------------------------------------
Robert E. Patterson/1984 1,717 362 5,013 987
- ----------------------------------------------------------------------------------------
George Putnam, III/1984(7) 2,119 301 6,192 817
- ----------------------------------------------------------------------------------------
A.J.C. Smith/1986(6) 0 692 0 1,883
- ----------------------------------------------------------------------------------------
W. Thomas Stephens/1997(5) 1,700 663 4,922 1,698
- ----------------------------------------------------------------------------------------
Retirement Retirement
benefits benefits
Aggregate accrued as Aggregate accrued as
Compensation part of any one issuer. The
amended restriction would continue to excludefund Compensation part of fund
from its limitations
U.S. government securities, but not municipal securities, which
cannot be excluded from such limitations under current law.
Following the amendment, the fund would continue to be a diversified
investment company for purposes of the 1940 Act.
The proposed amendment will enableexpenses from the fund to invest a greater
percentageexpenses
- ----------------------------------------------------------------------------------------
Putnam Global Putnam Global Natural
Trustees Equity Fund Resources Fund
- ----------------------------------------------------------------------------------------
Jameson A. Baxter/1994(5) $4,508 $1,449 $1,031 $264
- ----------------------------------------------------------------------------------------
Charles B. Curtis/2001 4,458 1,196 1,012 211
- ----------------------------------------------------------------------------------------
John A. Hill/1985(5)(7) 7,594 1,705 1,677 314
- ----------------------------------------------------------------------------------------
Ronald J. Jackson/1996(5) 4,524 1,340 1,013 245
- ----------------------------------------------------------------------------------------
Paul L. Joskow/1997(5) 4,460 1,066 1,022 204
- ----------------------------------------------------------------------------------------
Elizabeth T. Kennan/1992 4,427 1,757 1,017 323
- ----------------------------------------------------------------------------------------
John H. Mullin, III/1997(5) 4,475 1,635 1,024 311
- ----------------------------------------------------------------------------------------
Robert E. Patterson/1984 4,480 957 1,024 175
- ----------------------------------------------------------------------------------------
George Putnam, III/1984(7) 5,553 786 1,244 145
- ----------------------------------------------------------------------------------------
A.J.C. Smith/1986(6) NA 1,820 0 334
- ----------------------------------------------------------------------------------------
W. Thomas Stephens/1997(5) 4,415 1,493 1,007 285
- ----------------------------------------------------------------------------------------
Retirement Retirement
benefits benefits
Aggregate accrued as Aggregate accrued as
Compensation part of its assets in the securitiesfund Compensation part of issuers Putnam
Management believes offer the potential for capital growth, current
income or both. However, during times when Putnam Management
invests a higher percentage of the fund's assets in one or more
issuers, the value of the fund's shares may fluctuate more widely
than the value of shares of a portfolio investing in a larger number
of issuers.
In connection with these proposed changes, the Trustees are also
recommending that the Declaration of Trust be amended to remove this
restriction. Currently, the affirmative vote of a majority of the
fund's outstanding shares is required to change this investment
restriction. Once removedfund
from the Declaration of Trust, the
restriction may be modified or eliminated byfund expenses from the fund with the
affirmative voteexpenses
- ----------------------------------------------------------------------------------------
The Putnam Fund Putnam Growth
Trustees for Growth and Income Opportunities Fund
- ----------------------------------------------------------------------------------------
Jameson A. Baxter/1994(5) $10,730 $3,330 $3,128 $1,047
- ----------------------------------------------------------------------------------------
Charles B. Curtis/2001 10,609 2,796 3,066 776
- ----------------------------------------------------------------------------------------
John A. Hill/1985(5)(7) 18,080 3,902 5,275 1,263
- ----------------------------------------------------------------------------------------
Ronald J. Jackson/1996(5) 10,766 3,073 3,065 978
- ----------------------------------------------------------------------------------------
Paul L. Joskow/1997(5) 10,612 2,389 3,096 884
- ----------------------------------------------------------------------------------------
Elizabeth T. Kennan/1992 10,534 4,023 3,083 1,298
- ----------------------------------------------------------------------------------------
John H. Mullin, III/1997(5) 10,650 3,669 3,105 1,344
- ----------------------------------------------------------------------------------------
Robert E. Patterson/1984 10,663 2,193 3,105 702
- ----------------------------------------------------------------------------------------
George Putnam, III/1984(7) 13,213 1,799 3,832 582
- ----------------------------------------------------------------------------------------
A.J.C. Smith/1986(6) 0 4,197 0 1,341
- ----------------------------------------------------------------------------------------
W. Thomas Stephens/1997(5) 10,508 3,344 3,048 1,239
- ----------------------------------------------------------------------------------------
Retirement Retirement
benefits benefits
Aggregate accrued as Aggregate accrued as
Compensation part of the lesserfund Compensation part of (1) more than 50% of the
outstanding shares offund
from the fund or (2) 67% or more of the shares ofexpenses from the fund present at the meeting if more than 50%expenses
- ----------------------------------------------------------------------------------------
Putnam Health Putnam International
Trustees Sciences Trust Capital Opportunities Fund
- ----------------------------------------------------------------------------------------
Jameson A. Baxter/1994(5) $4,763 $1,390 $2,617 $744
- ----------------------------------------------------------------------------------------
Charles B. Curtis/2001 4,670 1,101 2,566 594
- ----------------------------------------------------------------------------------------
John A. Hill/1985(5)(7) 8,029 1,653 4,413 883
- ----------------------------------------------------------------------------------------
Ronald J. Jackson/1996(5) 4,670 1,291 2,566 691
- ----------------------------------------------------------------------------------------
Paul L. Joskow/1997(5) 4,716 1,084 2,592 574
- ----------------------------------------------------------------------------------------
Elizabeth T. Kennan/1992 4,694 1,701 2,580 909
- ----------------------------------------------------------------------------------------
John H. Mullin, III/1997(5) 4,728 1,655 2,598 877
- ----------------------------------------------------------------------------------------
Robert E. Patterson/1984 4,728 924 2,598 494
- ----------------------------------------------------------------------------------------
George Putnam, III/1984(7) 5,838 762 3,209 407
- ----------------------------------------------------------------------------------------
A.J.C. Smith/1986(6) NA 1,761 0 940
- ----------------------------------------------------------------------------------------
W. Thomas Stephens/1997(5) 4,647 1,581 2,551 804
- ----------------------------------------------------------------------------------------
Retirement Retirement
benefits benefits
Aggregate accrued as Aggregate accrued as
Compensation part of the outstanding
sharesfund Compensation part of fund
from the fund are present atexpenses from the meeting in person or by proxy.
REQUIRED VOTE. Approvalfund expenses
- ----------------------------------------------------------------------------------------
Putnam International Putnam International
Trustees Equity Fund Growth and Income Fund
- ----------------------------------------------------------------------------------------
Jameson A. Baxter/1994(5) $6,919 $2,041 $1,465 $409
- ----------------------------------------------------------------------------------------
Charles B. Curtis/2001 6,777 1,501 1,434 305
- ----------------------------------------------------------------------------------------
John A. Hill/1985(5)(7) 11,514 2,466 2,437 493
- ----------------------------------------------------------------------------------------
Ronald J. Jackson/1996(5) 6,762 1,908 1,431 382
- ----------------------------------------------------------------------------------------
Paul L. Joskow/1997(5) 6,847 1,739 1,449 344
- ----------------------------------------------------------------------------------------
Elizabeth T. Kennan/1992 6,914 2,534 1,464 507
- ----------------------------------------------------------------------------------------
John H. Mullin, III/1997(5) 6,862 2,641 1,453 522
- ----------------------------------------------------------------------------------------
Robert E. Patterson/1984 6,862 1,370 1,453 274
- ----------------------------------------------------------------------------------------
George Putnam, III/1984(7) 8,486 1,137 1,796 227
- ----------------------------------------------------------------------------------------
A.J.C. Smith/1986(6) 0 2,618 0 524
- ----------------------------------------------------------------------------------------
W. Thomas Stephens/1997(5) 6,785 2,436 1,436 481
- ----------------------------------------------------------------------------------------
Retirement Retirement
benefits benefits
Aggregate accrued as Aggregate accrued as
Compensation part of fund Compensation part of fund
from the proposal requiresfund expenses from the affirmative
votefund expenses
- ----------------------------------------------------------------------------------------
Putnam International
Trustees New Opportunities Fund Putnam Investors Fund
- ----------------------------------------------------------------------------------------
Jameson A. Baxter/1994(5) $1,930 $567 $5,386 $1,617
- ----------------------------------------------------------------------------------------
Charles B. Curtis/2001 1,889 452 5,279 1,233
- ----------------------------------------------------------------------------------------
John A. Hill/1985(5)(7) 3,252 672 9,087 1,938
- ----------------------------------------------------------------------------------------
Ronald J. Jackson/1996(5) 1,881 526 5,277 1,507
- ----------------------------------------------------------------------------------------
Paul L. Joskow/1997(5) 1,906 437 5,333 1,321
- ----------------------------------------------------------------------------------------
Elizabeth T. Kennan/1992 1,908 692 5,312 1,993
- ----------------------------------------------------------------------------------------
John H. Mullin, III/1997(5) 1,917 669 5,347 2,012
- ----------------------------------------------------------------------------------------
Robert E. Patterson/1984 1,917 376 5,347 1,080
- ----------------------------------------------------------------------------------------
George Putnam, III/1984(7) 2,363 310 6,601 894
- ----------------------------------------------------------------------------------------
A.J.C. Smith/1986(6) NA 717 0 2,062
- ----------------------------------------------------------------------------------------
W. Thomas Stephens/1997(5) 1,879 613 5,250 1,850
- ----------------------------------------------------------------------------------------
Retirement
benefits
Aggregate accrued as
Compensation part of fund
from the majorityfund expenses
- ----------------------------------------------------------------------------------------
Putnam Mid Cap
Trustees Value Fund
- ----------------------------------------------------------------------------------------
Jameson A. Baxter/1994(5) $1,397 $278
- ----------------------------------------------------------------------------------------
Charles B. Curtis/2001 1,369 203
- ----------------------------------------------------------------------------------------
John A. Hill/1985(5)(7) 2,325 337
- ----------------------------------------------------------------------------------------
Ronald J. Jackson/1996(5) 1,366 260
- ----------------------------------------------------------------------------------------
Paul L. Joskow/1997(5) 1,383 239
- ----------------------------------------------------------------------------------------
Elizabeth T. Kennan/1992 1,396 346
- ----------------------------------------------------------------------------------------
John H. Mullin, III/1997(5) 1,385 363
- ----------------------------------------------------------------------------------------
Robert E. Patterson/1984 1,385 187
- ----------------------------------------------------------------------------------------
George Putnam, III/1984(7) 1,714 155
- ----------------------------------------------------------------------------------------
A.J.C. Smith/1986(6) 0 357
- ----------------------------------------------------------------------------------------
W. Thomas Stephens/1997(5) 1,369 335
- ----------------------------------------------------------------------------------------
Retirement Retirement
benefits benefits
Aggregate accrued as Aggregate accrued as
Compensation part of fund Compensation part of fund
from the outstanding sharesfund expenses from the fund expenses
- ----------------------------------------------------------------------------------------
Putnam New Putnam New
Trustees Opportunities Fund Value Fund
- ----------------------------------------------------------------------------------------
Jameson A. Baxter/1994(5) $7,394 $2,254 $2,364 $666
- ----------------------------------------------------------------------------------------
Charles B. Curtis/2001 7,239 1,644 2,319 532
- ----------------------------------------------------------------------------------------
John A. Hill/1985(5)(7) 12,277 2,729 3,986 789
- ----------------------------------------------------------------------------------------
Ronald J. Jackson/1996(5) 7,218 2,109 2,319 617
- ----------------------------------------------------------------------------------------
Paul L. Joskow/1997(5) 7,310 1,939 2,342 512
- ----------------------------------------------------------------------------------------
Elizabeth T. Kennan/1992 7,385 2,803 2,330 813
- ----------------------------------------------------------------------------------------
John H. Mullin, III/1997(5) 7,330 2,942 2,347 783
- ----------------------------------------------------------------------------------------
Robert E. Patterson/1984 7,330 1,515 2,347 442
- ----------------------------------------------------------------------------------------
George Putnam, III/1984(7) 9,054 1,258 2,952 364
- ----------------------------------------------------------------------------------------
A.J.C. Smith/1986(6) 0 2,897 0 840
- ----------------------------------------------------------------------------------------
W. Thomas Stephens/1997(5) 7,251 2,716 2,304 718
- ----------------------------------------------------------------------------------------
Retirement Retirement
benefits benefits
Aggregate accrued as Aggregate accrued as
Compensation part of fund Compensation part of fund
from the fund.
4.C.
AMENDING THE FUND'S AGREEMENT AND DECLARATION OF TRUST WITH
RESPECT TO INVESTMENTS IN ISSUERS THAT HAVE BEEN IN OPERATION
FOR LESS THAN THREE YEARS
Thefund expenses from the fund expenses
- ----------------------------------------------------------------------------------------
Putnam OTC &
Trustees are recommending thatEmerging Growth Fund Putnam Research Fund
- ----------------------------------------------------------------------------------------
Jameson A. Baxter/1994(5) $3,032 $1,005 $2,603 $738
- ----------------------------------------------------------------------------------------
Charles B. Curtis/2001 2,972 747 2,552 568
- ----------------------------------------------------------------------------------------
John A. Hill/1985(5)(7) 5,113 1,211 4,388 883
- ----------------------------------------------------------------------------------------
Ronald J. Jackson/1996(5) 2,972 939 2,552 687
- ----------------------------------------------------------------------------------------
Paul L. Joskow/1997(5) 3,002 846 2,578 596
- ----------------------------------------------------------------------------------------
Elizabeth T. Kennan/1992 2,988 1,245 2,565 908
- ----------------------------------------------------------------------------------------
John H. Mullin, III/1997(5) 3,010 1,286 2,583 908
- ----------------------------------------------------------------------------------------
Robert E. Patterson/1984 3,010 674 2,583 493
- ----------------------------------------------------------------------------------------
George Putnam, III/1984(7) 3,715 558 3,190 407
- ----------------------------------------------------------------------------------------
A.J.C. Smith/1986(6) 0 1,287 0 939
- ----------------------------------------------------------------------------------------
W. Thomas Stephens/1997(5) 2,955 1,185 2,536 835
- ----------------------------------------------------------------------------------------
Retirement Retirement Retirement
benefits benefits benefits
Aggregate accrued as Aggregate accrued as Aggregate accrued as
Compensation part of fund Compensation part of fund Compensation part of fund
from the Declarationfund expenses from the fund expenses from the fund expenses
- -------------------------------------------------------------------------------------------------------------------
Putnam Small Cap Putnam Small Cap Putnam Tax Smart
Trustees Growth Fund Value Fund Equity Fund
- -------------------------------------------------------------------------------------------------------------------
Jameson A. Baxter/1994(5) $411 $80 $1,897 $511 $872 $274
- -------------------------------------------------------------------------------------------------------------------
Charles B. Curtis/2001 403 66 1,816 313 862 227
- -------------------------------------------------------------------------------------------------------------------
John A. Hill/1985(5)(7) 685 94 3,131 640 1,469 322
- -------------------------------------------------------------------------------------------------------------------
Ronald J. Jackson/1996(5) 402 74 1,827 485 875 253
- -------------------------------------------------------------------------------------------------------------------
Paul L. Joskow/1997(5) 407 59 1,802 517 862 200
- -------------------------------------------------------------------------------------------------------------------
Elizabeth T. Kennan/1992 411 97 1,802 655 856 332
- -------------------------------------------------------------------------------------------------------------------
John H. Mullin, III/1997(5) 408 91 1,844 778 866 306
- -------------------------------------------------------------------------------------------------------------------
Robert E. Patterson/1984 408 53 1,854 351 867 181
- -------------------------------------------------------------------------------------------------------------------
George Putnam, III/1984(7) 505 44 2,230 295 1,074 148
- -------------------------------------------------------------------------------------------------------------------
A.J.C. Smith/1986(6) NA 101 NA 676 0 343
- -------------------------------------------------------------------------------------------------------------------
W. Thomas Stephens/1997(5) 403 83 1,793 725 854 280
- -------------------------------------------------------------------------------------------------------------------
Retirement Retirement
benefits benefits
Aggregate accrued as Aggregate accrued as
Compensation part of Trust be
amended to eliminatefund Compensation part of fund
from the fund's fundamental investment restriction
which limitsfund expenses from the fund's investments in issuers with limited
operating histories, which are sometimes referred tofund expenses
- ----------------------------------------------------------------------------------------
Putnam Utilities Growth
Trustees and Income Fund Putnam Vista Fund
- ----------------------------------------------------------------------------------------
Jameson A. Baxter/1994(5) $1,396 $451 $4,552 $1,344
- ----------------------------------------------------------------------------------------
Charles B. Curtis/2001 1,380 371 4,463 1,025
- ----------------------------------------------------------------------------------------
John A. Hill/1985(5)(7) 2,351 531 7,676 1,611
- ----------------------------------------------------------------------------------------
Ronald J. Jackson/1996(5) 1,401 417 4,462 1,253
- ----------------------------------------------------------------------------------------
Paul L. Joskow/1997(5) 1,381 332 4,507 1,098
- ----------------------------------------------------------------------------------------
Elizabeth T. Kennan/1992 1,370 547 4,487 1,657
- ----------------------------------------------------------------------------------------
John H. Mullin, III/1997(5) 1,386 510 4,519 1,671
- ----------------------------------------------------------------------------------------
Robert E. Patterson/1984 1,387 298 4,519 898
- ----------------------------------------------------------------------------------------
George Putnam, III/1984(7) 1,719 245 5,579 743
- ----------------------------------------------------------------------------------------
A.J.C. Smith/1986(6) NA 566 NA 1,713
- ----------------------------------------------------------------------------------------
W. Thomas Stephens/1997(5) 1,367 465 4,436 1,537
- ----------------------------------------------------------------------------------------
Retirement Estimated
benefits annual benefits Total
Aggregate accrued as "unseasoned
issuers." The current restriction statesfrom all Putnam compensation
Compensation part of fund funds upon from all
from the fund expenses retirement Putnam funds
- ----------------------------------------------------------------------------------------
Trustees Putnam Voyager Fund For All Funds
- ----------------------------------------------------------------------------------------
Jameson A. Baxter/1994(5) $10,472 $3,114 $215,500 $100,000
- ----------------------------------------------------------------------------------------
Charles B. Curtis/2001 10,266 2,372 210,250 100,000
- ----------------------------------------------------------------------------------------
John A. Hill/1985(5)(7) 17,658 3,734 413,625 200,000
- ----------------------------------------------------------------------------------------
Ronald J. Jackson/1996(5) 10,264 2,902 214,500 100,000
- ----------------------------------------------------------------------------------------
Paul L. Joskow/1997(5) 10,368 2,547 215,250 100,000
- ----------------------------------------------------------------------------------------
Elizabeth T. Kennan/1992 10,320 3,840 207,000 100,000
- ----------------------------------------------------------------------------------------
John H. Mullin, III/1997(5) 10,395 3,878 208,750 100,000
- ----------------------------------------------------------------------------------------
Robert E. Patterson/1984 10,395 2,080 206,500 100,000
- ----------------------------------------------------------------------------------------
George Putnam, III/1984(7) 12,832 1,721 260,500 125,000
- ----------------------------------------------------------------------------------------
A.J.C. Smith/1986(6) 0 3,970 0 93,333
- ----------------------------------------------------------------------------------------
W. Thomas Stephens/1997(5) 10,205 3,568 206,500 100,000
- ----------------------------------------------------------------------------------------
(1) Includes an annual retainer and an attendance fee for each meeting
attended.
(2) Assumes that each Trustee retires at the normal retirement date. For
Trustees who are not within three years of retirement, estimated
benefits for each Trustee are based on Trustee fee rates in effect
during calendar 2003.
(3) As of December 31, 2003, there were 101 funds in the Putnam family.
For Mr. Hill, amounts shown also include compensation for service as a
trustee of TH Lee, Putnam Emerging Opportunities Portfolio, a closed-end
fund advised by an affiliate of Putnam Management.
(4) Includes amounts (ranging from $2,000 to $11,000 per Trustee) for
which the Putnam funds were reimbursed by Putnam Management for special
Board and committee meetings in connection with certain regulatory and
other matters relating to alleged improper trading by certain Putnam
Management employees and participants in certain 401(k) plans
administered by Putnam Fiduciary Trust Company.
(5) Includes compensation deferred pursuant to a Trustee Compensation
Deferral Plan. As of the dates indicated below, the total amounts of
deferred compensation payable by the fund, including income earned on
such amounts, were as follows:
"nor shall the Trustees invest more than five percent (5%)
Putnam Putnam Putnam Putnam Putnam
Asset Asset Asset Capital Capital
Allocation: Allocation: Allocation: Appre- Oppor-
Balanced Conservative Growth ciation tunities
Portfolio Portfolio Portfolio Fund Fund
(Sept. 30, (Sept. 30, (Sept. 30, (May 31, (April 30,
2003) 2003) 2003) 2003) 2003)
- --------------------------------------------------------------------------------------------------
Baxter $5,888 $1,165 $4,963 $8,909 $905
- --------------------------------------------------------------------------------------------------
Hill 16,268 3,219 13,712 23,602 2,398
- --------------------------------------------------------------------------------------------------
Jackson 8,290 1,640 6,988 11,914 1,211
- --------------------------------------------------------------------------------------------------
Joskow 6,216 1,230 5,240 9,069 921
- --------------------------------------------------------------------------------------------------
Mullin 6,735 1,332 5,677 10,207 1,037
- --------------------------------------------------------------------------------------------------
Stephens 2,645 523 2,229 3,993 406
- --------------------------------------------------------------------------------------------------
The
Putnam Putnam Putnam Putnam Putnam George
Classic Convertible Discovery Equity Europe Putnam
Equity Income- Growth Income Equity Fund
Fund Growth Trust Fund Fund Fund of the liquidating value of theBoston
(Nov. 30, (Oct. 31, (Dec, 31, (Nov. 30, (June 30, (July 31,
2003) 2003) 2003) 2003) 2003) 2003)
- ------------------------------------------------------------------------------------------------------------------
Baxter $9,991 $6,665 $10,668 $7,353 $6,392 $19,003
- ------------------------------------------------------------------------------------------------------------------
Hill 28,685 19,137 30,722 21,111 16,933 52,508
- ------------------------------------------------------------------------------------------------------------------
Jackson 14,722 9,826 15,756 10,835 8,552 26,755
- ------------------------------------------------------------------------------------------------------------------
Joskow 10,871 7,249 11,624 8,000 6,513 20,034
- ------------------------------------------------------------------------------------------------------------------
Mullin 11,421 7,621 12,193 8,406 7,321 21,753
- ------------------------------------------------------------------------------------------------------------------
Stephens 4,484 2,993 4,798 3,300 2,870 8,528
- ------------------------------------------------------------------------------------------------------------------
The
Putnam Putnam Putnam
Putnam Global Fund for Growth Putnam
Global Natural Growth Oppor- Health
Equity Resources and tunities Sciences
Fund Fund Income Fund Trust
property in the securities
of any issuer that together with any predecessor thereof has
been in continuous operation for less than three (3) years [,(Oct. 31, (Aug. 31, (Oct. 31, (July 31, (Aug. 31,
2003) 2003) 2003) 2003) 2003)
- --------------------------------------------------------------------------------------------------
Baxter $22,888 $616 $75,982 $7,336 $15,201
- --------------------------------------------------------------------------------------------------
Hill 65,719 1,702 218,171 20,270 42,001
- --------------------------------------------------------------------------------------------------
Jackson 33,745 867 112,025 10,328 21,393
- --------------------------------------------------------------------------------------------------
Joskow 24,894 650 82,644 7,734 16,033
- --------------------------------------------------------------------------------------------------
Mullin 26,171 705 86,881 8,397 17,397
- --------------------------------------------------------------------------------------------------
Stephens 10,277 276 34,117 3,292 6,817
- --------------------------------------------------------------------------------------------------
Putnam Putnam
Inter- Inter-
Putnam Putnam national national
International Inter- Growth New
Capital national and in equity securities of issuers for which market
quotations are not readily available (but excluding from such
5% securities the disposition of which is restricted by
federal securities laws)...."]
The section of the restriction in brackets is proposed to be
eliminated by proposal 4.D. below.
Certain state securities laws in the past required this restriction,Oppor- Putnam
Opportunities Equity Income tunities Investors
Fund Fund Fund Fund Fund
(Aug. 31, (June 30, (June 30, (Sept. 30, (July 31,
2003) 2003) 2003) 2003) 2003)
- --------------------------------------------------------------------------------------------------
Baxter $1,730 $18,253 $2,767 $8,719 $17,124
- --------------------------------------------------------------------------------------------------
Hill 4,780 48,351 7,328 24,088 47,316
- --------------------------------------------------------------------------------------------------
Jackson 2,435 24,419 3,701 12,275 24,109
- --------------------------------------------------------------------------------------------------
Joskow 1,825 18,598 2,819 9,205 18,053
- --------------------------------------------------------------------------------------------------
Mullin 1,980 20,903 3,168 9,973 19,602
- --------------------------------------------------------------------------------------------------
Stephens 776 8,195 1,242 3,916 7,684
- --------------------------------------------------------------------------------------------------
Putnam Putnam
Putnam New Putnam OTC &
Mid Cap Oppor- New Emerging
Value tunities Value Growth
Fund Fund Fund Fund
(April 30, (June 30, (Aug. 31, (July 31,
2003) 2003) 2003) 2003)
- --------------------------------------------------------------------------------------------------
Baxter $652 $51,699 $4,404 $16,520
- --------------------------------------------------------------------------------------------------
Hill 1,727 136,866 12,170 45,647
- --------------------------------------------------------------------------------------------------
Jackson 872 69,123 6,199 23,259
- --------------------------------------------------------------------------------------------------
Joskow 663 52,645 4,646 17,416
- --------------------------------------------------------------------------------------------------
Mullin 747 59,171 5,041 18,910
- --------------------------------------------------------------------------------------------------
Stephens 292 23,197 1,975 7,413
- --------------------------------------------------------------------------------------------------
Putnam
Utilities
Putnam Putnam Growth
Putnam Small Cap Small Cap Putnam and the restriction is currently required by only one state but is
not required to be a fundamental policy. If this proposal is
approved, the Trustees intend to replace this restriction with a
substantially similar non-fundamental investment restriction to
comply with the remaining state's requirement. Following such
amendment, the fund will, consistent with this state's requirement,
be able to invest up to 5% of its assets in the securities of
unseasoned issuers without regard to its investments in equity
securities for which market quotations are not readily available.
The restriction will exempt certain U.S. government securities from
its limitations to provide the fund maximum flexibility.
The new non-fundamental restriction is set forth below.
"The fund may not ...
Invest in securities of an issuer which, together with any
predecessors, controlling persons, general partners and
guarantors, have a record of less than three years'
continuous business operation or relevant business
experience, if, as a result, the aggregate of such
investments would exceed 5% of the value of the fund's net
assets; provided, however, that this restriction shall not
apply to any obligations of the U.S. government or its
instrumentalities or agencies."
Putnam
Management recommended to the Trustees making this policy
non-fundamental to provide the fund with maximum flexibility to
modify or eliminate the policy if no longer required under state
law. If the restriction were no longer required, the Trustees could
change or eliminate the restriction to increase the fund's
investment flexibility without the need for further shareholder
approval.
If the restriction were eliminated in the future, the fund would
have the ability to invest in companies which have been in operation
for less than three years. This would include start-up companies
and other companies with limited operating histories, many of which
would have relatively small equity market capitalizations (e.g.,
under $1 billion). Although these companies may provide greater
opportunities for capital growth, they also involve greater risk.
These companies often have limited product lines, markets or
financial resources. They may trade less frequently and in limited
volume, and only in the over-the-counter market or on a regional
securities exchange. As a result, the securities of these companies
may fluctuate in value more than those of larger, more established
companies.
REQUIRED VOTE. Approval of the proposal requires the affirmative
vote of the majority of the outstanding shares of the fund.
4.D.
AMENDING THE FUND'S AGREEMENT AND DECLARATION OF TRUST WITH
RESPECT TO THE PURCHASE OF CERTAIN ILLIQUID SECURITIES
The Trustees are recommending that the Declaration of Trust be
amended to eliminate the fundamental investment restriction which
limits the fund's investments in equity securities for which market
quotations are not readily available. The current restriction
states as follows:
"nor shall the Trustees invest more than five percent (5%) of
the liquidating value of the Trust property [in the
securities of any issuer that together with any predecessor
thereof has been in continuous operation for less than three
(3) years, and] in equity securities of issuers for which
market quotations are not readily available (but excluding
from such 5% securities the disposition of which is
restricted by federal securities laws)...."
The section of the restriction in brackets is proposed to be
eliminated by proposal 4.C. above.Research Growth Value Tax Smart Income Vista
Fund Fund Fund Equity Fund Fund Fund
(July 31, (June 30, (Feb. 29, (Oct. 31, (Oct. 31, (July 31,
2003) 2003) 2003) 2003) 2003) 2003)
- ------------------------------------------------------------------------------------------------------------------
Baxter $1,710 $179 $830 $709 $7,024 $19,769
- ------------------------------------------------------------------------------------------------------------------
Hill 4,725 474 2,108 2,035 20,168 54,625
- ------------------------------------------------------------------------------------------------------------------
Jackson 2,408 240 1,054 1,045 10,356 27,834
- ------------------------------------------------------------------------------------------------------------------
Joskow 1,803 182 815 771 7,640 20,842
- ------------------------------------------------------------------------------------------------------------------
Mullin 1,957 205 953 811 8,031 22,630
- ------------------------------------------------------------------------------------------------------------------
Stephens 767 80 372 318 3,154 8,871
- ------------------------------------------------------------------------------------------------------------------
Putnam
Management recommended to the Trustees eliminating this
fundamental restriction because it believes the restriction is no
longer necessary in light of current regulatory requirements. The
Staff of the Securities and Exchange Commission ("SEC") currently
takes the position that an illiquid security is a security which is
not readily marketable. This Staff position is contained in the
fund's current non-fundamental investment restriction on illiquid
securities, which prohibits the fund from investing more than 15% of
its net assets in (a) securities which are not readily marketable,
(b) securities restricted as to resale (excluding securities
determined by the Trustees or their designees to be readily
marketable), and (c) repurchase agreements maturing in more than
seven days. Unlike the current fundamental investment restriction,
this non-fundamental investment restriction applies to all types of
investments, not just equity securities, and by not being limited to
securities for which market quotations are not readily available,
also includes other types of illiquid investments, such as
repurchase agreements.
Putnam Management believes that the fund may benefit from the added
flexibility of having the fund's policy with respect to illiquid
securities contained in a single non-fundamental investment
restriction. In the future, the fund will be able to respond more
quickly to legal, regulatory and market developments regarding
illiquid securities because further shareholder approval would not
be required to bring the policy in line with these developments.
If the proposed change is approved, the fund, to the extent
consistent with its current non-fundamental restriction, will be
able to invest a greater percentage of its assets in equity
securities for which market quotations are not readily available.
Investments in these securities may make it more difficult for the
fund to determine the fair value of such securities for purposes of
computing the fund's net asset value.
REQUIRED VOTE. Approval of the proposal requires the affirmative
vote of the majority of the outstanding shares of the fund.
4.E.
AMENDING THE FUND'S AGREEMENT AND DECLARATION OF TRUST WITH
RESPECT TO INVESTMENTS IN SECURITIES OF ISSUERS IN WHICH
MANAGEMENT OF THE FUND OR PUTNAM MANAGEMENT OWNS SECURITIES
The Trustees are recommending that the Declaration of Trust be
amended to eliminate the fundamental investment restriction which
prevents the fund from investing in the securities of issuers in
which management of the fund or Putnam Management owns a certain
percentage of securities. The current restriction states that:
"The Trustees shall not invest in or retain in the portfolio
of the Trust the securities of any issuer if officers and
Trustees of the Trust and officers and directors of the
Managers ... who beneficially own more than one-half of one
percent (1/2 of 1%) of the shares or securities of that
issuer together own more than five percent (5%)...."
Certain state securities laws in the past required this restriction,
and the restriction is currently required by only one state but is
not required to be a fundamental policy. If this proposal is
approved, the Trustees intend to replace this fundamental
restriction with a substantially identical non-fundamental
investment restriction to comply with the remaining state's
requirement. The text of this proposed non-fundamental restriction
is set forth below.
"The fund may not ...
Invest in securities of any issuer, if, to the knowledge of
the fund, officers and Trustees of the fund and officers and
directors of Putnam Management who beneficially own more than
0.5% of the securities of that issuer together own more than
5% of such securities."
Putnam Management recommended to the Trustees making this policy
non-fundamental to provide the fund with maximum flexibility to
modify or eliminate the policy if no longer required under state
law. If the restriction were no longer required, the Trustees could
eliminate the restriction to increase the fund's investment
flexibility without the need for further shareholder approval.
If the restriction were eliminated, the fund would be able to invest
in the securities of any issuer without regard to ownership in such
issuer by management of the fund or Putnam Management, except to the
extent prohibited by the fund's investment objective and policies
and the 1940 Act.
REQUIRED VOTE. Approval of the proposal requires the affirmative
vote of the majority of the outstanding shares of the fund.
4.F.
AMENDING THE FUND'S AGREEMENT DECLARATION OF TRUST WITH
RESPECT TO OWNING 10% OF THE SECURITIES OF A SINGLE ISSUER
The Trustees are recommending that the fund's fundamental investment
restriction with respect to investment in the securities of a single
issuer be revised to grant the fund the maximum flexibility
permitted under the 1940 Act. The 1940 Act prohibits a diversified
fund such as the fund from investing, with respect to 75% of its
total assets, in the securities of an issuer if as a result it would
own more than 10% of the outstanding voting securities of that
issuer. The fund's current investment restriction, which is more
restrictive than the 1940 Act, states that:
"The Trustees ... shall be further limited to an investment
in any one corporation or association of not exceeding ten
percent (10%) of the stock or securities or ten percent (10%)
of the outstanding voting securities or ten percent (10%) of
the securities of any class of such corporation or
association. The above limitations shall not apply, however,
to investments in government or municipal securities or
obligations."
The proposed amended fundamental investment restriction is set forth
below.
"The fund may not ...
With respect to 75% of its total assets, acquire more than
10% of the outstanding voting securities of any issuer."
Putnam Management recommended the proposed change to the Trustees
because it believes that the fund's current restriction is overbroad
and unnecessarily restrictive. Putnam Management believes that
limiting this restriction to voting securities and 75% of the fund's
total assets will enhance investment flexibility. Putnam Management
has advised the Trustees that the current restriction could prevent
the fund from investing in certain opportunities to the fullest
extent that Putnam Management believes would best serve the fund's
investment objective.
The amendment removes any restriction on the amount of an issuer's
securities or class of securities that the fund may purchase,
although the fund will only be able to purchase more than 10% of the
voting securities of an issuer with respect to 25% of its total
assets. To the extent the fund individually or with other funds and
accounts managed by Putnam Management or its affiliates owns all or
a major portion of the outstanding securities of a particular issuer
(or of a particular class of an issuer's securities), under adverse
market or economic conditions or in the event of adverse changes in
the financial condition of the issuer the fund could find it more
difficult to sell these securities when Putnam Management believes
it advisable to do so, or may be able to sell the securities only at
prices lower than if they were more widely held. In addition,
certain of the companies in which the fund may invest a greater
portion of its assets following the amendment could have relatively
small equity market capitalizations (e.g., under $1 billion). Such
companies often have limited product lines, markets or financial
resources. They may trade less frequently and in limited volume,
and only in the over-the-counter market or on a regional securities
exchange. As a result, the securities of these companies may
fluctuate in value more than those of larger, more established
companies. Under such circumstances, it may also be more difficult
to determine the fair value of such securities for purposes of
computing the fund's net asset value.
In connection with this proposed change, the Trustees also are
recommending that the Declaration of Trust be amended to remove the
restriction. Currently, the affirmative vote of a majority of the
fund's outstanding shares is required to change this restriction.
Once removed from the Declaration of Trust, the restriction may be
modified or eliminated by the fund with the affirmative vote of the
lesser of (1) more than 50% of the outstanding shares of the fund,
or (2) 67% or more of the shares of the fund present at a meeting if
more than 50% of the outstanding shares of the fund are present at
the meeting in person or by proxy.
REQUIRED VOTE. Approval of the proposal requires the affirmative
vote of the majority of the outstanding shares of the fund.
4.G.
AMENDING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTIONS WITH
RESPECT TO INVESTMENTS IN REAL ESTATE
The Trustees are recommending that the fund's fundamental investment
restrictions relating to investments in real estate be revised to
grant the fund the maximum flexibility in light of current
regulatory requirements.
In connection with this proposal, the Trustee's are recommending
that the fund's fundamental restriction which prohibits the fund
from investing in certain companies which invest in real estate be
eliminated. The relevant restriction states that "[t]he fund will
not invest in real estate investment trusts or limited partnerships
whose purpose is to acquire real estate solely for investment
purposes in accordance with principles of diversification." The
fund originally adopted this restriction at the request of German
regulatory authorities in connection with the fund's offering of its
shares in Germany. Since the fund no longer offers its shares in
Germany, Putnam Management has recommended to the Trustees that the
restriction be eliminated. If the restriction is removed, the fund
will be able to freely invest in real estate investment trusts and
limited partnerships, as long as such investments are otherwise
consistent with the fund's investment objective and policies and
state securities laws. This policy is consistent with that of most
other Putnam funds.
Also in connection with this proposal, the Trustees are recommending
that the fund's remaining fundamental investment restriction with
respect to investments in real estate be amended. This restriction
currently states that the fund may not "[i]nvest in real estate, but
it may purchase securities of companies which invest in real
estate."
The proposed amended fundamental investment restriction is set forth
below.
"The fund may not ...
Purchase or sell real estate, although it may purchase
securities of issuers which deal in real estate, securities
which are secured by interests in real estate, and securities
which represent interests in real estate, and it may acquire
and dispose of real estate or interests in real estate
acquired through the exercise of its rights as a holder of
debt obligations secured by real estate or interests
therein."
The proposed amendment expands the range of real estate-related
investments available to the fund. The fund would continue to be
permitted to invest in companies which invest in real estate, but
would also be permitted to invest in securities which represent
interests in real estate and securities secured by real estate. In
addition, the fund would be able to own real estate directly as a
result of the exercise of its rights in connection with debt
obligations it owns.
To the extent the fund invests in real estate-related securities, it
will be subject to the risks associated with the real estate market.
These risks may include declines in the value of real estate,
changes in general or local economic conditions, overbuilding,
difficulty in completing construction, increased competition,
changes in zoning laws, increases in property taxes and operating
expenses, and variations in rental income. Generally, increases in
interest rates will increase the costs of obtaining financing, which
may result in a decrease in the value of such investments.
REQUIRED VOTE. Approval of the proposal requires the affirmative
vote of the majority of the outstanding shares of the fund.
4.H.
AMENDING THE FUND'S AGREEMENT AND DECLARATION OF TRUST WITH
RESPECT TO MARGIN TRANSACTIONS
The Trustees are recommending that the Declaration of Trust be
amended to eliminate the fundamental investment restriction with
respect to margin transactions. The current restriction states as
follows:
"nor shall the Trustees engage in any operations for the
account of the Trust generally or technically known as ...
marginal transactions ... provided further, that the Trust
may make margin payments in connection with transactions in
financial futures contracts or related options."
Certain state securities laws in the past required this restriction,
and the restriction is currently required by only one state but is
not required to be a fundamental policy. If the proposal is
approved, the Trustees intend to replace this fundamental
restriction with a similar non-fundamental restriction to comply
with the remaining state's requirement. The proposed amended non-
fundamental restriction is set forth below.
"The fund may not...
Purchase securities on margin, except such short-term credits
as may be necessary for the clearance of purchases and sales
of securities, and except that it may make margin payments in
connection with financial futures contracts or options."
Putnam Management recommended to the Trustees making this
fundamental investment restriction non-fundamental to provide the
fund with maximum flexibility to modify or eliminate the policy if
no longer required under state law. If the restriction were no
longer required, the Trustees could eliminate the restriction to
increase the fund's investment flexibility without the need for
further shareholder approval. However, the fund's potential use of
margin transactions beyond transactions in financial futures and
options and for the clearance of purchases and sales of securities,
including the use of margin in ordinary securities transactions, is
generally limited by the current position taken by the Staff of the
SEC that margin transactions with respect to securities are
prohibited under Section 18 of the 1940 Act because they create
senior securities. "Margin transactions" involve the purchase of
securities with money borrowed from a broker, with cash or eligible
securities being used as collateral against the loan. The fund's
ability to engage in margin transactions is also limited by its
investment policies, which permit the fund to borrow money in
limited circumstances and only from banks.
REQUIRED VOTE. Approval of the proposal requires the affirmative
vote of the majority of the outstanding shares of the fund.
4.I.
AMENDING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION WITH
RESPECT TO MAKING LOANS BY PURCHASING SECURITIES
The Trustees are recommending that the fund's fundamental investment
restriction relating to making loans be revised to permit the fund
to purchase debt obligations as long as such investment is
consistent with the fund's investment objective and policies. The
proposed amendment would replace the current exception contained in
the restriction, which states that the fund may not "[l]oan money,
except by purchases of securities of corporations or associations
and certain government securities...."
The proposed amended fundamental investment restriction is set forth
below. The section of the restriction in brackets is shown as
proposed to be amended by proposal 4.J. below.
"The fund may not ...
Make loans, except by purchase of debt obligations in which
the fund may invest consistent with its investment policies,
[by entry into repurchase agreements, or by lending its
portfolio securities.]"
Putnam Management recommended the amendment to the Trustees because
it believes that the increased investment flexibility will assist
the fund in achieving its investment objective. Putnam Management
believes that the current policy is overly broad and unnecessarily
restrictive and could, for example, be read to prevent the fund from
purchasing certain government securities. Following the amendment,
the fund could invest in any type of debt obligation issued by any
type of issuer, including those issued by corporations,
partnerships, and government issuers, as long as such investment was
consistent with the fund's investment objective and policies.
REQUIRED VOTE. Approval of the proposal requires the affirmative
vote of the majority of the outstanding shares of the fund.
4.J.
AMENDING THE FUND'S AGREEMENT AND DECLARATION OF TRUST WITH
RESPECT TO MAKING LOANS THROUGH REPURCHASE AGREEMENTS AND
SECURITIES LOANS
The Trustees are recommending that the fund's fundamental investment
restrictions with respect to repurchase agreements and securities
loans be revised to remove the asset limitations on the fund's
ability to enter into such transactions. These current restrictions
state that:
"The Trustees shall have full power and authority to buy and
invest the funds in their hands in ... repurchase agreements
with respect to not more than 25% of the Trust's total assets
... and to make loans of its portfolio securities with
respect to not more than 25% of the Trust's total assets."
The proposed amended fundamental investment restriction is set forth
below. The section of the restriction in brackets is shown as
proposed to be amended by proposal 4.I. above.
"The fund may not ...
Make loans, except [by purchase of debt obligations in which
the fund may invest consistent with its investment policies,]
by entering into repurchase agreements, or by lending its
portfolio securities."
Following the amendment, the fund may, consistent with its
investment objective and policies, enter into repurchase agreements
and securities loans without limit. Putnam Management recommended
this amendment to the Trustees because it believes that the
increased investment flexibility will assist the fund in achieving
its investment objective. Putnam Management believes that
repurchase agreements and securities loans often offer opportunities
for increased investment return. When the fund enters into a
REPURCHASE AGREEMENT, it typically purchases a security for a
relatively short period (usually not more than one week), which the
seller agrees to repurchase at a fixed time and price, representing
the fund's cost plus interest. When the fund enters into a
SECURITIES LOAN, it lends certain of its portfolio securities to
broker-dealers or other parties and typically receives an interest
payment in return. These transactions must be fully collateralized
at all times, and involve some risk to the fund if the other party
should default on its obligation. If the other party in these
transactions should become involved in bankruptcy or insolvency
proceedings, it is possible that the fund may be treated as an
unsecured creditor and be required to return the underlying
collateral to the other party's estate.
In connection with these proposed changes, the Trustees are also
recommending that the Declaration of Trust be amended to remove
these restrictions. Currently, the affirmative vote of a majority
of the fund's outstanding shares is required to change these
restrictions. Once removed from the Declaration of Trust, the
restrictions may be modified or eliminated by the fund with the
affirmative vote of the lesser of (1) more than 50% of the
outstanding shares of the fund, or (2) 67% or more of the shares of
the fund present at a meeting if more than 50% of the outstanding
shares of the fund are present at the meeting in person or by proxy.
REQUIRED VOTE. Approval of the proposal requires the affirmative
vote of the majority of the outstanding shares of the fund.
4.K. AMENDING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION WITH
RESPECT TO CONCENTRATION OF ITS ASSETS
The Trustees are recommending that the fund's fundamental investment
restriction regarding concentration of its assets be revised to make
it clear that the fund may invest more than 25% of its total assets
in the securities of the U.S. government, its agencies or
instrumentalities. The current restriction states that the fund may
not "[c]oncentrate more than 25% of the fund's assets in any one
industry."
The proposed amended fundamental restriction, which makes certain
other clarifying changes, is set forth below.
"The fund may not ...
Purchase securities (other than securities of the U.S.
government, its agencies or instrumentalities) if, as
a result of such purchase, more than 25% of the fund's
total assets would be invested in any one industry."
Putnam Management recommended this amendment to the Trustees to make
it clear that the fund may invest in the securities of the U.S.
government or its agencies or instrumentalities without regard to
the 25% limit. Putnam Management believes that the current
restriction does not prevent the fund from investing in such
securities without limit, because the SEC takes the position that
government issuers, including agencies and instrumentalities of a
governmental issuer, are not members of any industry. However, to
avoid any ambiguity in the future, Putnam Management believes that
this clarification should be made at this time.
REQUIRED VOTE. Approval of this proposal requires the affirmative
vote of the lesser of (1) more than 50% of the outstanding shares of
the fund, or (2) 67% or more of the shares of the fund present at
the meeting if more than 50% of the outstanding shares of the fund
are present at the meeting in person or by proxy.
4.L. AMENDING THE FUND'S AGREEMENT AND DECLARATION OF TRUST WITH
RESPECT TO PLEDGING ASSETS
The Trustees are recommending that the Declaration of Trust be
amended to eliminate the restriction which limits the fund's ability
to pledge its assets. The restriction is currently required by only
one state's securities laws but is not required to be a fundamental
policy. The current restriction states that the Trustees shall have
full power and authority:
"[to borrow money for the purposes of this Trust but
only if in the opinion of the Trustees such borrowing
is made temporarily for extraordinary or emergency
purposes, with or without collateral security and,]
whenever in their judgment necessary, to pledge,
mortgage, charge or hypothecate or otherwise encumber
not over 15% of the gross assets of the Trust taken at
cost as security for any loan or loans ... For
purposes of this restriction, collateral arrangements
with respect to margin for financial futures contracts
or related options are not deemed to be a pledge or
encumbrance of assets."
The section of the restriction in brackets is proposed to be
eliminated by proposal 4.M. below.
If the proposal is approved, the Trustees intend to replace this
limitation on pledging assets with the following non-fundamental
investment restriction to comply with the remaining state's
requirement.
"The fund may not . . .
Pledge, hypothecate, mortgage or otherwise encumber its
assets in excess of 33 1/3% of its total assets (taken at
cost) in connection with permitted borrowings."
This proposal would increase the fund's ability to pledge assets to
up to one-third of its total assets. Putnam Management recommended
this proposal to the Trustees because it believes that the fund's
current limits on pledging may conflict with the fund's ability to
borrow money for certain purposes. This conflict arises because
banks may require borrowers such as the fund to pledge assets in
order to collateralize the amount borrowed. Often, these collateral
requirements are for amounts larger than the principal amount of the
loan. If the fund needed to borrow the maximum amount permitted by
its policies (currently 10% of its total assets), it might be
possible that a bank would require collateral in excess of 15% of
the fund's total assets. Therefore, the limit on pledging assets
may have the effect of reducing the amount that the fund may borrow
in these situations. In addition, the proposed non-fundamental
restriction only restricts the fund in connection with pledges of
assets with respect to borrowings; other activities, such as asset
pledges in connection with certain forward commitments, which could
be deemed to be pledges or other encumbrances, will not be limited.
Putnam Management recommended making this policy non-fundamental to
provide the fund with maximum flexibility to modify or eliminate the
policy if no longer required under state law. If the restriction
were no longer required, the Trustees could eliminate the
restriction to increase the fund's investment flexibility without
the need for further shareholder approval.
Pledging assets does entail certain risks. To the extent that the
fund pledges its assets, the fund may have less flexibility in
liquidating its assets. If a large portion of the fund's assets was
involved, the fund's ability to meet redemption requests or other
obligations could be delayed.
REQUIRED VOTE. Approval of the proposal requires the affirmative
vote of the majority of the outstanding shares of the fund.
4.M. AMENDING THE AGREEMENT AND DECLARATION OF TRUST AND THE FUND'S
FUNDAMENTAL INVESTMENT RESTRICTION WITH RESPECT TO BORROWING
The Trustees are recommending that the Declaration of Trust be
amended to eliminate the restriction with respect to borrowing. The
current restriction states that the Trustees shall have full power
and authority:
"to borrow money for the purposes of this Trust but only
if in the opinion of the Trustees such borrowing is made
temporarily for extraordinary or emergency purposes, with
or without collateral security [and, whenever in their
judgment necessary, to pledge, mortgage, charge or
hypothecate or otherwise encumber not over 15% of the
gross assets of the Trust taken at cost as security for
any loan or loans]; provided, however, that no loan shall
be made which when added to the amount of the then
outstanding loans, except those to be paid or refunded
therefrom, shall cause the aggregate amount of such loans
to exceed ten percent (10%) of the gross assets of the
Trust taken at cost at the time of the loan."
The section of the restriction in brackets is proposed to be
eliminated by proposal 4.L. above.
In connection with this proposal, the Trustees also are recommending
amending the fund's fundamental investment restriction with respect
to borrowing contained in its Statement of Additional Information.
The current restriction states that the fund may not:
"Borrow money, although borrowing up to 10% of the fund's
net assets (taken at cost) is permitted for emergency
purposes but not for investment. (The fund may borrow
only from banks and immediately after any such borrowing
there must be an asset coverage (total assets of the fund
including the amount borrowed less liabilities other than
such borrowings) of at least 300% of the amount of all
borrowings. In the event that, due to market decline or
other reasons, such asset coverage should at any time fall
below 300%, the fund is required within three days, not
including Sundays and holidays, to reduce the amount of
its borrowings to the extent necessary to cause the asset
coverage of such borrowings to be at least 300%. If this
should happen, the fund may have to sell securities at a
time when it would be disadvantageous to do so.)"
If this proposal is approved, the Trustees intend to replace these
two restrictions with the following fundamental investment
restriction:
"The fund may not . . .
Borrow money in excess of 10% of the value (taken at the
lower of cost or current value) of its total assets (not
including the amount borrowed) at the time the borrowing
is made, and then only from banks as a temporary measure
to facilitate the meeting of redemption requests (not for
leverage) which might otherwise require the untimely
disposition of portfolio investments or for extraordinary
or emergency purposes. Such borrowings will be repaid
before any additional investments are purchased."
If the proposal is approved, the fund would continue to be able to
borrow only from banks with respect to up to 10% of its total
assets. The amendment expands the circumstances under which the
fund may borrow, but only to enable the fund to meet redemptions and
for extraordinary or, as is currently permitted, emergency purposes.
Although the restriction will no longer contain an asset coverage
requirement, the fund will still be obligated to meet the asset
coverage requirements of the 1940 Act. Putnam Management
recommended this proposal because it believes that expanding the
fund's ability to borrow in limited circumstances could enhance the
fund's ability and flexibility to meet certain of its obligations,
including redemptions. In addition, Putnam Management believes that
by removing the asset coverage requirement from the restriction, the
fund will be able to respond more quickly to legal or regulatory
developments regarding asset coverage because further shareholder
approval would not be required to bring the policy in line with
these developments.
Currently, the affirmative vote of a majority of the fund's
outstanding shares is required to amend the Declaration of Trust and
to change this investment restriction. Once this restriction is
removed from the Declaration of Trust, it may be modified or
eliminated by the fund with the affirmative vote of the lesser of
(1) more than 50% of the outstanding shares of the fund, or (2) 67%
or more of the shares of the fund present at the meeting if more
than 50% of the outstanding shares of the fund are present at the
meeting in person or by proxy.
REQUIRED VOTE. Approval of the proposal requires the affirmative
vote of the majority of the outstanding shares of the fund.
4.N.
AMENDING THE FUND'S AGREEMENT AND DECLARATION OF TRUST AND
ELIMINATING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTIONS WITH
RESPECT TO SHORT SALES
The Trustees are recommending that the Declaration of Trust be
amended to eliminate the fundamental investment restriction with
respect to short sales. The current restriction is required under
certain state securities laws but is not required to be a
fundamental policy. The current restriction states as follows:
"nor shall the Trustees engage in any operations for the
account of the Trust generally or technically known as short
sales ... provided that such limitation shall not prevent any
sale of securities by the Trust where the Trust owns at the
time of such sale securities equivalent in kind and amount to
those sold or where the Trust owns at the time of such sale
securities convertible into securities equivalent in kind and
amount to those sold...."
The fund's Statement of Additional Information also contains a
fundamental investment restriction which does not allow the fund to
engage in short sales, which the Trustees are also recommending be
eliminated as part of this proposal.
If this proposal is approved, the Trustees intend to replace these
two restrictions with the following non-fundamental restriction:
"The fund may not ...
Make short sales of securities or maintain a short position for
the account of the fund unless at all times when a short
position is open it owns an equal amount of such securities or
owns securities which, without payment of any further
consideration, are convertible into or exchangeable for
securities of the same issue as, and in equal amount to, the
securities sold short."
Under the proposed new non-fundamental restriction, the fund would
only be permitted to enter into short sales in cases where the fund
owns or has the right to acquire at no added cost securities
identical to those sold short (an investment technique known as a
short sale "against the box.") The fund would not be permitted to
engage in short sales other than short sales against the box.
Putnam Management recommended to the Trustees making this policy
non-fundamental to provide the fund with maximum flexibility to
modify or eliminate the policy if no longer required under state
law. If the restriction were no longer required, the Trustees could
change or remove the restriction to increase the fund's investment
flexibility without the need for further shareholder approval.
In a typical short sale, the fund borrows securities from a broker
that it anticipates will decline in value in order to sell to a
third party. The fund becomes obligated to return securities of the
same issue and quantity at some future date, and realizes a loss to
the extent the securities increase in value and a profit to the
extent the securities decline in value (after including any
associated costs). Since the value of securities can increase
without limit, the fund could potentially realize losses with
respect to short sales that are not "against the box" that are
greater than the value of the securities at the time sold short.
The fund would collateralize its short position by delivering to the
broker an amount equal to the proceeds of the short sale and an
additional margin amount as required by law. In addition, if such
non-fundamental investment restriction is modified or removed and
the fund engages in short sales other than short sales "against the
box", current SEC rules would require the fund to maintain in a
segregated account cash, U.S. government securities or other liquid
high grade debt obligations equal to the current market value of the
securities sold short minus the margin amount delivered to the
broker. The value of the segregated account would be marked to
market daily to reflect any changes in value of the fund's short
position.
REQUIRED VOTE. Approval of the proposal requires the affirmative
vote of the majority of the outstanding shares of the fund.
4.O.
ELIMINATING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION
PROHIBITING THE FUND FROM INVESTING IN INVESTMENT COMPANIES IF
PROHIBITED BY GERMAN LAW
The fund's fundamental investment restrictions currently prohibit
the fund from investing in the securities of investment companies if
prohibited by German law. The fund originally adopted this
restriction at the request of German regulatory authorities in
connection with the fund's offering of its shares in Germany. The
relevant restriction states that the fund "will not invest in the
securities of other investment companies, including unit investment
trusts, in contravention of the German Foreign Investment Law
(AuslandInvestmentGesetz)." Since the fund no longer offers its
shares in Germany, Putnam Management has recommended to the Trustees
that the restriction be eliminated.
The fund's current non-fundamental investment restriction that also
limits its investments in investment companies will not be affected
by this proposal. Under that restriction, the fund may not
"[i]nvest in the securities of any other registered open-end
investment companies, except as they may be acquired as part of a
merger or consolidation or acquisition of assets or by purchases in
the open market involving only customary broker's commissions."
The 1940 Act also contains limitations on the fund's ability to
invest in other investment companies.
REQUIRED VOTE. Approval of the this proposal requires the
affirmative vote of the lesser of (1) more than 50% of the
outstanding shares of the fund, or (2) 67% or more of the shares of
the fund present at the meeting if more than 50% of the outstanding
shares of the fund are present at the meeting in person or by
proxy.
FURTHER INFORMATION ABOUT VOTING AND THE SHAREHOLDER MEETING
QUORUM AND METHODS OF TABULATION. Thirty percent of the shares
entitled to vote -- present in person or represented by proxy --
constitutes a quorum for the transaction of business with respect to
any proposal at the meeting (unless otherwise noted in the proxy
statement). Shares represented by proxies that reflect abstentions
and "broker non-votes" (i.e., shares held by brokers or nominees as
to which (i) instructions have not been received from the beneficial
owners or the persons entitled to vote and (ii) the broker or
nominee does not have the discretionary voting power on a particular
matter) will be counted as shares that are present and entitled to
vote on the matter for purposes of determining the presence of a
quorum. Votes cast by proxy or in person at the meeting will be
counted by persons appointed by your fund as tellers for the
meeting.
The tellers will count the total number of votes cast "for" approval
of the proposals for purposes of determining whether sufficient
affirmative votes have been cast. With respect to the election of
Trustees and selection of auditors, neither abstentions nor broker
non-votes have any effect on the outcome of the proposal. With
respect to any other proposals, abstentions and broker non-votes
have the effect of a negative vote on the proposal.
OTHER BUSINESS. The Trustees know of no other business to be
brought before the meeting. However, if any other matters properly
come before the meeting, it is their intention that proxies that do
not contain specific restrictions to the contrary will be voted on
such matters in accordance with the judgment of the persons named as
proxies in the enclosed form of proxy.
SIMULTANEOUS MEETINGS. The meeting of shareholders of your fund is
called to be held at the same time as the meetings of shareholders
of certain of the other Putnam funds. It is anticipated that all
meetings will be held simultaneously. If any shareholder at the
meeting objects to the holding of a simultaneous meeting and moves
for an adjournment of the meeting to a time promptly after the
simultaneous meetings, the persons named as proxies will vote in
favor of such adjournment.
SOLICITATION OF PROXIES.Voyager Fund
(July 31, 2003)
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Baxter $58,337
- --------------------------------------------------------------------------------------------------
Hill 161,193
- --------------------------------------------------------------------------------------------------
Jackson 82,134
- --------------------------------------------------------------------------------------------------
Joskow 61,502
- --------------------------------------------------------------------------------------------------
Mullin 66,778
- --------------------------------------------------------------------------------------------------
Stephens 26,179
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(6) Since July 1, 2000, Marsh & McLennan Companies, Inc. has compensated
Mr. Smith for his service as Trustee. The estimated annual retirement
benefits shown in this table for Mr. Smith reflect benefits earned under
the funds' retirement plan prior to July 1, 2000.
(7) Includes additional compensation to Messrs. Hill and Putnam for
service as Chairman of the Trustees and President of the Funds,
respectively.
(8) Putnam Floating Rate Income Fund and Putnam Prime Money Market Fund
commenced operations after December 31, 2003.
Under a Retirement Plan for Trustees of the Putnam funds (the "Plan"),
each Trustee who retires with at least five years of service as a
Trustee of the funds is entitled to receive an annual retirement benefit
equal to one-half of the average annual compensation paid to such
Trustee for the last three years of service prior to retirement. This
retirement benefit is payable during a Trustee's lifetime, beginning the
year following retirement, for a number of years equal to such Trustee's
years of service. A death benefit, also available under the Plan,
assures that the Trustee and his or her beneficiaries will receive
benefit payments for the lesser of an aggregate period of (i) ten years
or (ii) such Trustee's total years of service.
The Plan Administrator (a committee comprised of Trustees that are not
"interested persons" of the fund, as defined in the 1940 Act) may
terminate or amend the Plan at any time, but no termination or amendment
will result in a reduction in the amount of benefits (i) currently being
paid to a Trustee at the time of such termination or amendment, or (ii) to
which a current Trustee would have been entitled had he or she retired
immediately prior to such termination or amendment.
2. Adoption of Standardized Fundamental Investment Restrictions
As described in the following proposals, the Trustees recommend that
shareholders of the affected funds approve the elimination of and
revisions to certain fundamental investment restrictions currently
observed by such funds. Generally, the purpose of these proposed changes
is to increase each fund's investment flexibility and reduce
administrative and compliance burdens by simplifying and making uniform
these fundamental investment restrictions.
Background. The 1940 Act requires registered investment companies like
the funds to have "fundamental" investment restrictions governing
certain of its investment practices. Investment companies may also
voluntarily designate restrictions relating to other investment
practices as fundamental. "Fundamental" investment restrictions can be
changed only by a shareholder vote.
The proposed elimination of and revisions to certain of the fundamental
investment restrictions of the funds are discussed below. By eliminating
those fundamental investment restrictions that are not required and
revising those fundamental investment restrictions that are required,
the Trustees believe that Putnam Management will be better able to
manage the funds in a changing regulatory or investment environment. In
addition, the process of monitoring the funds' compliance with
investment restrictions will be simplified.
To the extent multiple proposals apply to the same fund, the adoption of
any of these proposals is not contingent on the adoption of any other
proposal.
2.A. Amending Fundamental Investment Restrictions with Respect to
Borrowing.
Affected funds:
Putnam Asset Allocation: Balanced Portfolio
Putnam Asset Allocation: Conservative Portfolio
Putnam Asset Allocation: Growth Portfolio
Putnam Capital Appreciation Fund
Putnam Classic Equity Fund
Putnam Convertible Income-Growth Trust
Putnam Discovery Growth Fund
Putnam Equity Income Fund
Putnam Europe Equity Fund
The George Putnam Fund of Boston
Putnam Global Equity Fund
Putnam Global Natural Resources Fund
The Putnam Fund for Growth and Income
Putnam Growth Opportunities Fund
Putnam Health Sciences Trust
Putnam International Capital Opportunities Fund
Putnam International Equity Fund
Putnam International Growth and Income Fund
Putnam International New Opportunities Fund
Putnam Investors Fund
Putnam New Opportunities Fund
Putnam New Value Fund
Putnam OTC & Emerging Growth Fund
Putnam Research Fund
Putnam Utilities Growth and Income Fund
Putnam Vista Fund
Putnam Voyager Fund
The Trustees are recommending that each affected fund's fundamental
investment restriction with respect to borrowing be revised to reflect
the standard restriction expected to be used by other Putnam funds.
Under the 1940 Act, a fund may borrow up to 33 1/3% of its total assets.
Generally, each of the affected fund's current restriction is more
restrictive. Exhibit B lists the current fundamental investment
restrictions with respect to borrowing of each of the affected funds.
The proposed fundamental investment restriction is set forth below:
"The fund may not. . . [b]orrow money in excess of 33 1/3% of the value
of its total assets (not including the amount borrowed) at the time the
borrowing is made."
If the proposed change is approved, each affected fund will not be
restricted to borrowing only for redemption requests or for
extraordinary or emergency purposes, and would not be limited to
borrowing only from banks. The new restriction would not prohibit an
affected fund from borrowing for leveraging purposes, although Putnam
Management currently has no intention of borrowing for such purposes. If
a fund were to borrow money, its net assets would tend to increase or
decrease to a greater extent with market changes than if the fund had
not borrowed money.
Putnam Management believes that this enhanced flexibility could assist
each affected fund in achieving its investment objective. In
circumstances in which an affected fund's available cash is not
sufficient to meet, among other things, shareholder redemptions, Putnam
Management believes that it may be advantageous at times for an affected
fund to borrow money instead of raising cash by selling its portfolio
securities, which could be disruptive to the fund's investment strategy.
In a separate proposal (see Proposal 2.B. below), shareholders of these
affected funds are being asked to approve an amendment to each affected
fund's restriction on lending. The proposed revisions would, subject to
the limitations discussed below, permit an affected fund to participate
in an "interfund lending program," which would allow the fund, through a
master loan agreement, to lend available cash to and borrow from other
Putnam funds. As stated above, certain of the affected funds may
currently borrow money only from banks. Each affected fund would be able
to borrow money under the interfund lending program only if the interest
rate on the loan is more favorable to the fund than the interest rates
otherwise available for short-term bank loans, as well as being more
favorable to the lending fund than available repurchase agreement rates.
Putnam Management believes that the ability to engage in such borrowing
transactions will allow an affected fund to pay lower interest rates on
its borrowings. An affected fund could, in certain circumstances, have
its loan recalled by a lending fund on one day's notice. In these
circumstances, the fund might have to borrow from a bank at a higher
interest rate if loans were not available from other Putnam funds.
The Putnam funds have received an exemptive order from the SEC which
permits interfund lending between Putnam funds so long as certain
conditions are satisfied.
Required Vote. Approval of this proposal requires the affirmative vote
of the lesser of (1) more than 50% of the outstanding shares of the
affected fund, or (2) 67% or more of the shares of the affected fund
present at the meeting if more than 50% of the outstanding shares of
such affected fund are present at the meeting in person or by proxy.
2.B. Amending Fundamental Investment Restrictions with Respect to Making
Loans.
Affected funds:
Putnam Asset Allocation: Balanced Portfolio
Putnam Asset Allocation: Conservative Portfolio
Putnam Asset Allocation: Growth Portfolio
Putnam Capital Appreciation Fund
Putnam Classic Equity Fund
Putnam Convertible Income-Growth Trust
Putnam Discovery Growth Fund
Putnam Equity Income Fund
Putnam Europe Equity Fund
The George Putnam Fund of Boston
Putnam Global Equity Fund
Putnam Global Natural Resources Fund
The Putnam Fund for Growth and Income
Putnam Growth Opportunities Fund
Putnam Health Sciences Trust
Putnam International Capital Opportunities Fund
Putnam International Equity Fund
Putnam International Growth and Income Fund
Putnam International New Opportunities Fund
Putnam Investors Fund
Putnam New Opportunities Fund
Putnam New Value Fund
Putnam OTC & Emerging Growth Fund
Putnam Research Fund
Putnam Utilities Growth and Income Fund Putnam Vista Fund
Putnam Voyager Fund
The Trustees are recommending that each affected fund's fundamental
investment restriction with respect to making loans be revised to
reflect the standard restriction used by other Putnam funds, to remove
any limitations on each affected fund's ability to enter into repurchase
agreements and securities loans, and to clarify that each affected fund
is permitted (subject to the limitation discussed above) to participate
in the proposed interfund lending program described in Proposal 2.A.
Each affected fund currently has one of the following investment
restrictions which states that such affected fund may not:
"Make loans, except by purchase of debt obligations in which the fund
may invest consistent with its investment policies, by entering into
repurchase agreements, or by lending its portfolio securities." (All
affected funds except Putnam Classic Equity Fund, Putnam Growth
Opportunities Fund, Putnam International Capital Opportunities Fund,
Putnam International New Opportunities Fund, Putnam New Value Fund and
Putnam Research Fund.)
OR
"Make loans, except by purchase of debt obligations in which the fund
may invest consistent with its investment policies, by entering into
repurchase agreements with respect to not more than 25% of its total
assets (taken at current value) or through the lending of its portfolio
securities with respect to no more than 25% of its total assets (taken
at current value)." (Putnam Classic Equity Fund, Putnam Growth
Opportunities Fund, Putnam International Capital Opportunities Fund,
Putnam International New Opportunities Fund, Putnam New Value Fund and
Putnam Research Fund.)
The proposed amended fundamental investment restriction is set forth
below:
"The fund may not. . . [m]ake loans, except by purchase of debt
obligations in which the fund may invest consistent with its investment
policies, by entering into repurchase agreements, or by lending its
portfolio securities."
Following the amendment, each affected fund may, consistent with its
investment objective and policies and applicable law, enter into
repurchase agreements and securities loans without limit. Putnam
Management believes that this increased investment flexibility could
assist each affected fund in achieving its investment objective.
When a fund enters into a repurchase agreement, it typically purchases a
security for a relatively short period (usually not more than one week),
which the seller agrees to repurchase at a fixed time and price,
representing the fund's cost plus interest. When a fund enters into a
securities loan, it lends certain of its portfolio securities to
broker-dealers or other parties, typically in exchange for a portion of
the interest earned on the collateral posted by the borrower. These
transactions must be fully collateralized at all times, but involve some
risk to the fund if the borrower should default on its obligation. If
the borrower in these transactions should become involved in bankruptcy
insolvency proceedings, it is possible that the fund may be treated as
an unsecured creditor and be required to return the underlying
collateral to the other party's estate.
If the proposal is approved, each affected fund would be able to
participate in an interfund lending program and make loans to other
Putnam funds for short-term purposes. As discussed in Proposal 2.A, a fund
would only make loans under the program if it could receive an interest
rate higher than those available for repurchase agreements. There is a
risk that a fund could experience a delay in obtaining prompt repayment
of a loan and, unlike repurchase agreements, the fund would not
necessarily have received collateral for its loan. A delay in obtaining
prompt payment could cause a fund to miss an investment opportunity or
to incur costs to borrow money to replace the delayed payment.
Required vote. Approval of this proposal requires the affirmative vote
of the lesser of (1) more than 50% of the outstanding shares of each
affected fund, or (2) 67% or more of the shares of each affected fund
present at the meeting if more than 50% of the outstanding shares of
such fund are present at the meeting in person or by proxy.
2.C. Amending Fundamental Investment Restrictions with Respect to
Diversification of Investments.
Affected funds: All funds.
The Trustees recommend that each affected fund's fundamental investment
restriction with respect to the diversification of its investments be
revised to reflect the standard restriction expected to be used by the
other Putnam funds, depending on whether the affected fund is a "diversified"
fund or a "non-diversified" fund.
Under the 1940 Act, a "diversified" fund generally may not, with respect
to 75% of its total assets, invest more than 5% of its total assets in
the securities of any one issuer (except U.S. government securities,
cash, cash items or the securities of other regulated investment
companies). The remaining 25% of the fund's total assets is not subject
to this restriction.
A "non-diversified" fund is not subject to the 1940 Act restriction
discussed above, but is only subject to the rules under the Internal
Revenue Code of 1986, as amended (the "Code"), which require that a fund
diversify its holdings at the end of each fiscal quarter such that, with
respect to 50% of the fund's total assets, the fund does not have more
than 5% of its total assets invested in any one issuer. The remaining 50%
of the fund's assets is not subject to this 5% limitation, although with
respect to that portion of its assets the fund may not invest more than
25% in any issuer. Neither of these Code requirements applies to U.S.
government securities, cash, cash items or the securities of other
regulated investment companies.
Exhibit C lists the current fundamental investment restrictions with
respect to diversification of investments of each of the affected funds.
The proposed amended fundamental investment restrictions are set forth
below:
"The fund may not ... [w]ith respect to 50% of its total assets, invest in
securities of any issuer if, immediately after such investment, more than
5% of the total assets of the fund (taken at current value) would be
invested in the securities of such issuer; provided that this limitation
does not apply to obligations issued or guaranteed as to interest or
principal by the U.S. government or its agencies or instrumentalities or to
securities issued by other investment companies." (Putnam Health Sciences
Trust only.)
OR
"The fund may not ... [w]ith respect to 75% of its total assets, invest
in securities of any issuer if, immediately after such investment, more
than 5% of the total assets of the fund (taken at current value) would
be invested in the securities of such issuer; provided that this
limitation does not apply to obligations issued or guaranteed as to
interest or principal by the U.S. government or its agencies or
instrumentalities or to securities issued by other investment
companies." (For all funds except Putnam Health Sciences Trust.)
If the proposed change is approved, each affected fund will continue to be
able to invest up to 25% of its total assets in the securities of any one
issuer. The amended restrictions would continue to exclude from its
limitations U.S. government securities, cash and cash items, and would
also exclude from its limitations securities of other investment
companies. The proposed changes would not result in a "diversified" fund
becoming a "non-diversified" fund, or a "non-diversified" fund becoming a
"diversified" fund.
The purpose of these proposed changes is to reduce administrative and
compliance burdens by simplifying and making uniform these fundamental
investment restrictions with respect to diversification. The proposed
revisions would also permit each affected fund to invest in shares of
Putnam money market funds, Putnam short-term bond funds or other Putnam
entities that operate as cash management investment vehicles in excess
of the limitations discussed above, by excluding from these limitations
securities of other investment companies.
The Putnam funds have received an exemptive order from the SEC which
permits "cash sweep" arrangements in which a fund invests all or a
portion of its available cash in a Putnam cash management investment
vehicle, such as a Putnam money market fund, rather than directly in
short-term instruments. If the proposed change is approved, each
affected fund will be able to invest up to 25% of its total assets in a
Putnam money market fund or other Putnam cash management investment
vehicle, in accordance with the conditions set forth in the SEC
exemptive order. Putnam Management believes that use of a Putnam money
market fund or other Putnam cash management investment vehicle to invest
an affected fund's uninvested cash and cash collateral from securities
lending arrangements may achieve greater efficiencies, reduce fund
management expenses and increase returns. Moreover, use of a Putnam
money market fund or other Putnam cash management investment vehicle in
these instances would permit an affected fund's management team to focus
on the management of the principal investments of the fund.
Required Vote. Approval of this proposal requires the affirmative vote
of the lesser of (1) more than 50% of the outstanding shares of the
affected fund, or (2) 67% or more of the shares of the affected fund
present at the meeting if more than 50% of the outstanding shares of
such fund are present at the meeting in person or by proxy.
2.D. AMENDING FUNDAMENTAL INVESTMENT RESTRICTIONS WITH RESPECT TO THE
ISSUANCE OF SENIOR SECURITIES.
Affected funds:
Putnam Capital Opportunities Fund
Putnam Classic Equity Fund
Putnam Global Natural Resources Fund
The Putnam Fund for Growth and Income
Putnam International Capital Opportunities Fund
Putnam International New Opportunities Fund
Putnam New Value Fund
Putnam Research Fund
Putnam Small Cap Growth Fund
Putnam Small Cap Value Fund
Putnam Tax Smart Equity Fund
The Trustees recommend that each of the affected funds' fundamental
investment restriction with respect to the issuance of senior securities
be revised to reflect the standard restriction expected to be used by
the other Putnam funds and to make it clear that a fund is not
restricted from borrowing money consistent with its investment policies.
Generally, a "senior security" is a security which has priority over any
other security as to distribution of assets or dividends and technically
includes all indebtedness over 5% of the fund's assets. Each affected
fund currently has one of the following investment restrictions which
states that such fund may not:
"Issue any class of securities which is senior to the fund's shares of
beneficial interest." (All affected funds except Putnam Global Natural
Resources Fund.)
OR
"Issue senior securities (except insofar as the fund may be deemed to be
doing so by virtue of [the fund's other investment restrictions with
respect to investments in U.S. government securities and making
loans])." (Putnam Global Natural Resources Fund only.)
The proposed amended fundamental restriction is set forth below:
"The fund may not... [i]ssue any class of securities which is senior to
the fund's shares of beneficial interest, except for permitted
borrowings."
The 1940 Act imposes limitations on an investment company's ability to
issue senior securities. This revised investment restriction is intended
to simplify and standardize the language of the funds' policies
concerning senior securities, and to permit each fund to take full
advantage of all investment flexibility permitted under applicable law.
Required vote. Approval of this proposal requires the affirmative vote
of the lesser of (1) more than 50% of the outstanding shares of such
fund, or (2) 67% or more of the shares of such fund present at the
meeting if more than 50% of the outstanding shares of such fund are
present at the meeting in person or by proxy.
2.E AMENDING FUND'S INVESTMENT OBJECTIVE
Affected fund: Putnam Equity Income Fund
The Trustees recommend that the fund's shareholders approve an amendment
to the fund's investment objective, which, as disclosed in the fund's
prospectus, states:
The fund seeks current income. Capital growth is a secondary objective
when consistent with seeking current income.
The proposed new investment objective of the fund is the following:
The fund seeks capital growth and current income.
Putnam Management believes that the fund's current investment objective,
which gives priority to current income, has become more constraining for
the fund's management team. Putnam Management believes that by restating
the fund's investment objective to give greater emphasis to capital
growth, the fund's management team will be able to take advantage of more
opportunities in the market for growth stocks as well as income-generating
stocks, thereby better serving the long-term interests of the fund's
shareholders.
If approved, the proposed investment objective would not materially
alter the investment strategy of the fund. Under normal circumstances,
the fund invests at least 80% of its net assets in common stocks and
other equity investments that offer the potential for current income.
This non-fundamental investment policy cannot be changed without
providing shareholders with at least 60 days' advance notice.
Required Vote. Approval of this proposal requires the affirmative vote
of the lesser of (1) more than 50% of the outstanding shares of the
fund, or (2) 67% of the shares of the fund present at the meeting if
more than 50% of the outstanding shares of the fund are present at the
meeting in person or by proxy.
3. Adoption of Amendment to Declarations of Trust.
Affected funds: All funds, except Putnam Tax Smart Equity Fund
The Trustees of each of the trusts of which a fund is a series (the
"Trusts") and of each fund that is not a series of a Trust (each a
"Fund") have approved and recommend shareholder approval of a proposal
to amend each Trust's and each Fund's Agreement and Declaration of Trust
("Declaration of Trust") to expressly provide that the Trust or Fund may
pay redemption proceeds in-kind (i.e., by distributing securities rather
than cash).
Exhibit D lists the Article and Section of each Declaration of Trust that
would be revised by the proposed amendment to each Declaration of Trust.
The proposed amendments to each Declaration of Trust are set forth below:
Article VI
Distributions, Redemptions and Repurchases
* * *
Redemption and Repurchases
Section 2. The Trust shall purchase such Shares as are offered by any
Shareholder for redemption, upon the presentation of any certificate for
the Shares to be purchased, a proper instrument of transfer and a request
directed to the Trust or a person designated by the Trust that the Trust
purchase such Shares, or in accordance with such other procedures for
redemption as the Trustees may from time to time authorize; and the Trust
will pay therefor the net asset value thereof, as next determined in
accordance with the Bylaws, less any redemption charge fixed by the
Trustees. Payment for said Shares shall be made by the Trust to the
Shareholder within seven days after the date on which the request is made.
The obligation set forth in this Section 2 is subject to the provision that
in the event that any time the New York Stock Exchange is closed for other
than customary weekends or holidays, or, if permitted by the rules of the
Securities and Exchange Commission, during periods when trading on the
Exchange is restricted or during any emergency which makes it impractical
for the Trust to dispose of its investments or to determine fairly the
value of its net assets, or during any other period permitted by order of
the Securities and Exchange Commission for the protection of investors,
such obligation may be suspended or postponed by the Trustees. The Trust
may also purchase or repurchase Shares at a price not exceeding the net
asset value of such Shares in effect when the purchase or repurchase or any
contract to purchase or repurchase is made. Payment for any redemption of
Shares pursuant may be made in cash or in other property, or in any
combination thereof. The composition of any such payment shall be
determined by the Trust in its sole discretion, and the Trust shall have no
obligation to effect a pro rata division of cash or other property in
making any such payment. In no event shall the Trust be liable for any
delay of any other person in transferring securities or other property
selected for delivery as all or part of any payment. (All affected funds
except The Putnam Fund for Growth and Income and The George Putnam Fund of
Boston.)
OR
Article IV
Rights and Privileges of Beneficiaries
* * *
Right to Sell Shares to Trust
Section 4. The Trust shall purchase such shares as are offered by any
beneficiary for redemption, upon the presentation of any certificate for
the shares to be purchased, a proper instrument of transfer and a request
directed to the Trust or a person designated by the Trust that the Trust
purchase such Shares, or in accordance with such other procedures for
redemption as the Trustees may from time to time authorize; and the Trust
will pay therefor the net asset value thereof, as next determined in
accordance with the Bylaws, less any redemption charge fixed by the
Trustees. Payment for said Shares shall be made by the Trust to the
beneficiary within seven days after the date on which the request is made.
The obligation set forth in this Section 4 is subject to the provision that
in the event that any time the New York Stock Exchange is closed for other
than customary weekends or holidays, or, if permitted by the rules of the
Securities and Exchange Commission, during periods when trading on the
Exchange is restricted or during any emergency which makes it impractical
for the Trust to dispose of its investments or to determine fairly the
value of its net assets, or during any other period permitted by order of
the Securities and Exchange Commission for the protection of investors,
such obligation may be suspended or postponed by the Trustees. The Trust
may also purchase or repurchase shares at a price not exceeding the net
asset value of such shares in effect when the purchase or repurchase or any
contract to purchase or repurchase is made. Payment for any redemption of
shares pursuant may be made in cash or in other property, or in any
combination thereof. The composition of any such payment shall be
determined by the Trust in its sole discretion, and the Trust shall have no
obligation to effect a pro rata division of cash or other property in
making any such payment. In no event shall the Trust be liable for any
delay of any other person in transferring securities or other property
selected for delivery as all or part of any payment. (The Putnam Fund for
Growth and Income.)
OR
Article IV
Rights and Privileges of Beneficiaries
* * *
Right to Sell Shares to Trust
Section 4. The Trust shall purchase such shares as are offered by any
beneficiary for redemption, upon the presentation of any certificate for
the shares to be purchased, a proper instrument of transfer and a request
directed to the Trust or a person designated by the Trust that the Trust
purchase such Shares, or in accordance with such other procedures for
redemption as the Trustees may from time to time authorize; and the Trust
will pay therefor the liquidating value thereof, as next determined in
accordance with the Bylaws, less any redemption charge fixed by the
Trustees. Payment for said Shares shall be made by the Trust to the
beneficiary within seven days after the date on which the request is made.
The obligation set forth in this Section 4 is subject to the provision that
in the event that any time the New York Stock Exchange is closed for other
than customary weekends or holidays, or, if permitted by the rules of the
Securities and Exchange Commission, during periods when trading on the
Exchange is restricted or during any emergency which makes it impractical
for the Trust to dispose of its investments or to determine fairly the
value of its net assets, or during any other period permitted by order of
the Securities and Exchange Commission for the protection of investors,
such obligation may be suspended or postponed by the Trustees. The Trust
may also purchase or repurchase shares at a price not exceeding the
liquidating value of such shares in effect when the purchase or repurchase
or any contract to purchase or repurchase is made. Payment for any
redemption of shares pursuant may be made in cash or in other property, or
in any combination thereof. The composition of any such payment shall be
determined by the Trust in its sole discretion, and the Trust shall have no
obligation to effect a pro rata division of cash or other property in
making any such payment. In no event shall the Trust be liable for any
delay of any other person in transferring securities or other property
selected for delivery as all or part of any payment. (The George Putnam
Fund of Boston.)
Putnam Management recommended the proposed change to modernize and
standardize this provision of each Trust's or Fund's Declaration of Trust.
The Declarations of Trust are currently silent on the matter of the
permitted form of redemption payments or permit only a cash payment.
Although the Trusts and Funds have no current intention to redeem their
shares other than for cash, Putnam Management believes that the explicit
authority to pay a redemption wholly or partially in kind may benefit a
fund's or Trust's remaining shareholders. If shares are redeemed in-kind,
the redeeming shareholder would incur brokerage costs in converting the
portfolio securities into cash.
Required Vote. For each Trust, all shares will vote together as a single
class, and approval of this proposal requires the affirmative vote of
shareholders holding a majority of the shares of the Trust entitled to
vote.
For each Fund that operates as the sole series of Trust, approval of
this proposal requires the affirmative vote of shareholders holding a
majority of the shares of such Fund outstanding.
Further information about voting and the meeting
Quorum and Methods of Tabulation. The shareholders of each fund vote
separately with respect to each proposal other than the election of
Trustees (Proposal 1) and approving the amendment to a Trust's
Declaration of Trust (Proposal 3), in which case shareholders of each
series of a trust vote together as a single class. In the case of each
fund, 30% of the shares entitled to vote constitutes a quorum for the
transaction of business with respect to any proposal at the meeting
(unless otherwise noted in the proxy statement). Votes cast by proxy or
in person at the meeting will be counted by persons appointed by your
fund as tellers for the meeting. The tellers will count the total number
of votes cast "for" approval of a proposal for purposes of determining
whether sufficient affirmative votes have been cast. Shares represented
by proxies that reflect abstentions and "broker non-votes" (i.e., shares
held by brokers or nominees as to which (i) instructions have not been
received from the beneficial owners or the persons entitled to vote and
(ii) the broker or nominee does not have the discretionary voting power
on a particular matter) will be counted as shares that are present and
entitled to vote on the matter for purposes of determining the presence
of a quorum. With respect to the election of Trustees, neither
abstentions nor broker non-votes have an effect on the outcome of the
proposal. With respect to any other proposals, abstentions and broker
non-votes have the effect of a vote "against" the proposal.
Other business. The Trustees know of no matters other than those set
forth herein to be brought before the meeting. If, however, any other
matters properly come before the Meeting, it is the Trustees' intention
that proxies will be voted on such matters in accordance with the
judgment of the persons named in the enclosed form of proxy.
Simultaneous meetings. The meeting of shareholders of your fund is
called to be held at the same time as the meetings of shareholders of
certain of the other Putnam funds. It is anticipated that all meetings
will be held simultaneously.
If any shareholder at the meeting objects to the holding of a
simultaneous meeting and moves for an adjournment of the meeting to a
time promptly after the simultaneous meetings, the persons named as
proxies will vote in favor of such adjournment.
Solicitation of proxies. In addition to soliciting proxies by mail,
Trustees of your fund and employees of Putnam Management, Putnam
Fiduciary Trust Company, and Putnam Retail Management may solicit
proxies in person or by telephone. Your fund may arrange to have a proxy
solicitation firm call you to record your voting instructions by
telephone. The procedures for voting proxies by telephone are designed
to authenticate shareholders' identities, to allow them to authorize the
voting of their shares in accordance with their instructions and to
confirm that their instructions have been properly recorded. Your fund
has been advised by counsel that these procedures are consistent with
the requirements of applicable law. If these procedures were subject to
a successful legal challenge, such votes would not be counted at the
Meeting. Your fund is unaware of any such challenge at this time.
Shareholders would be called at the phone number Putnam Management has
in its records for their accounts, and would be asked for their Social
Security number or other identifying information. The shareholders would
then be given an opportunity to authorize the proxies to vote their
shares at the meeting in accordance with their instructions. To ensure
that the shareholders' instructions have been recorded correctly, they
will also receive a confirmation of their instructions in the mail. A
special toll-free number will be available in case the information
contained in the confirmation is incorrect.
Shareholders have the opportunity to submit their voting instructions
via the Internet by utilizing a program provided by a third party vendor
hired by Putnam Management or by automated telephone service. The giving
of such a proxy will not affect your right to vote in person should you
decide to attend the Meeting. To use the Internet, please access the
Internet address listed on your proxy card, and follow the instructions
on the internet site. To record your voting instructions via automated
telephone service, call the toll-free number listed on your proxy card.
The Internet and telephone voting procedures are designed to
authenticate shareholder identities, to allow shareholders to give their
voting instructions, and to confirm that shareholders' instructions have
been recorded properly. Shareholders voting via the Internet should
understand that there may be costs associated with electronic access,
such as usage charges from Internet access providers and telephone
companies, that must be borne by the shareholders.
Your fund's Trustees have adopted a general policy of maintaining
confidentiality in the voting of proxies. Consistent with this policy,
your fund may solicit proxies from shareholders who have not voted their
shares or who have abstained from voting.
Persons holding shares as nominees will, upon request, be reimbursed for
their reasonable expenses in soliciting instructions from their
principals. The funds have retained at its own expense PFPC Inc., 4400
Computer Drive, Westborough, Massachusetts 01581, to aid in the
solicitation of instructions for registered and nominee accounts, for a
fee expected not to exceed $1.3 million plus reasonable out-of-pocket
expenses for mailing. The expenses of the preparation of proxy
statements and related materials, including printing and delivery costs,
are borne by each fund.
Revocation of proxies. Proxies, including proxies given by telephone or
over the Internet, may be revoked at any time before they are voted
either (i) by a written revocation received by the Clerk of your fund,
(ii) by properly executing a later-dated proxy, (iii) by recording
later-dated voting instructions via the Internet or (iv) by attending
the Meeting and voting in person.
Date for receipt of shareholders' proposals for subsequent meetings of
shareholders. Your fund does not hold regular shareholder meetings, but
may from time to time schedule special meetings. In accordance with the
regulations of the SEC, in order to be eligible for inclusion in the
fund's proxy statement for such a meeting, a shareholder proposal must
be received a reasonable time before the fund prints and mails its proxy
statement. [The Board Policy and Nominating Committee will also consider
nominees recommended by shareholders of the fund to serve as Trustees.
Shareholders who wish to propose, for consideration by the Board Policy
and Nominating Committee, one or more nominees for election as Trustees
must provide written notice to the fund (including all required
information) so that such notice is received in good order within a
reasonable time before your fund prints and mails its proxy statement
for any scheduled special meeting.]
If a shareholder who wishes to present a proposal fails to notify the
fund within a reasonable time before the fund mails its proxy statement,
the proxies solicited for the meeting will have discretionary authority
to vote on the shareholder's proposal if it is properly brought before
the meeting. If a shareholder makes a timely notification, the proxies
may still exercise discretionary voting authority under circumstances
consistent with the SEC's proxy rules. All shareholder proposals must
also comply with other requirements of the SEC's rules and the fund's
Declaration of Trust.
Adjournment. If sufficient votes in favor of any of the proposals set
forth in the Notice of the Meeting are not received by the time
scheduled for the Meeting, the persons named as proxies may propose
adjournments of the Meeting for a period or periods of not more than 60
days in the aggregate to permit further solicitation of proxies. [Any
adjournment will require the affirmative vote of a majority of the votes
cast on the question in person or by proxy at the session of the Meeting
to be adjourned.] The persons named as proxies will vote in favor of
adjournment those proxies that they are entitled to vote in favor of the
proposals. They will vote against any such adjournment those proxies
required to be voted against the proposals. Your fund pays the costs of
any additional solicitation and of any adjourned session. Any proposals
for which sufficient favorable votes have been received by the time of
the meeting may be acted upon and considered final regardless of whether
the meeting is adjourned to permit additional solicitation with respect
to any other proposal.
Financial information. Your fund will furnish to you upon request and
without charge, a copy of the fund's annual report for its most recent
fiscal year, and a copy of its semiannual report for any subsequent
semiannual period. Such requests may be directed to Putnam Investor
Services, P.O. Box 41203, Providence, RI 02940-1203 or 1-800-225-1581.
Fund Information
Putnam Investments. Putnam Investment Management, LLC, the fund's
investment manager, is a subsidiary of Putnam Management Trust, which is
in turn owned by Putnam Investments. Putnam Investments is a wholly-owned
subsidiary of Putnam Investments Trust, a holding company that, except for
a minority stake owned by employees, is in turn owned by Marsh & McLennan
Companies, Inc., a leading professional services firm that includes risk
and insurance services, investment management and consulting businesses.
Putnam Investments Limited, Cassini House, 57-59 St. James's Street,
London SW1A 1LD, United Kingdom, serves as investment sub-adviser to
Putnam Europe Equity Fund and Putnam International Equity Fund. Putnam
Investments Limited is also an indirect subsidiary of Putnam Investments
Trust. Putnam Fiduciary Trust Company, the fund's investor servicing agent
and custodian and Putnam Retail Management Limited Partnership, the fund's
principal underwriter, are also subsidiaries of Putnam Investments. The
address of Putnam Investments Trust, Putnam Investments, Putnam Investment
Management, LLC, Putnam Retail Management Limited Partnership and Putnam
Fiduciary Trust Company is One Post Office Square, Boston, Massachusetts
02109. The address of the executive offices of Marsh & McLennan Companies,
Inc. is 1166 Avenue of the Americas, New York, New York 10036.
Litigation. Exhibit E to this proxy statement describes the pending
legal proceedings in which the Trustees have been named as parties
adverse to your fund as of June 30, 2004.
Limitation of Trustee liability. The Agreement and Declaration of Trust
of each fund provides that the fund will indemnify its Trustees and
officers against liabilities and expenses incurred in connection with
litigation in which they may be involved because of their offices with
the fund, except if it is determined in the manner specified in the
Agreement and Declaration of Trust that they have not acted in good
faith in the reasonable belief that their actions were in the best
interests of the fund or that such indemnification would relieve any
officer or Trustee of any liability to the fund or its shareholders
arising by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of his or her duties. Your fund, at its expense,
provides liability insurance for the benefit of its Trustees and
officers.
Independent Auditors. As listed below, the Trustees have selected
PricewaterhouseCoopers LLP, 125 High Street, Boston, Massachusetts
02110, or KPMG LLP, 99 high Street Boston, Massachusetts 02110 as the
independent auditors for each fund's current fiscal year. Each of these
firms is among the country's preeminent accounting firms. Each firm was
selected primarily on the basis of its expertise as auditors of
investment companies, the quality of its audit services and the
competitiveness of its fees. Representatives of each
PricewaterhouseCoopers LLP and KPMG LLP are expected to be present at
the meeting to make statements and to respond to appropriate questions.
The following table presents fees billed in each of the last two fiscal
years for services rendered to each fund by PricewaterhouseCoopers LLP or
KPMG LLP:
Table to come
Audit Fees represents audit fees billed for a fund's last two fiscal
years.
Audit-Related Fees represents fees billed in a fund's last two fiscal
years for services traditionally performed by the fund's auditor,
including accounting consultation for proposed transactions or
concerning financial accounting and reporting standards and other audit
or attest services not required by statute or regulation.
Tax Fees represents fees billed in a fund's last two fiscal years for
tax compliance, tax planning and tax advice services. Tax planning and
tax advice services include assistance with tax audits, employee benefit
plans and requests for rulings or technical advice from taxing
authorities.
All Other Fees represents fees billed for services relating to calculation
of a fund's investment performance.
The following tables present the amounts the independent auditors for
each fund billed for aggregate non-audit fees in each of the last two
fiscal years to each fund, Putnam Management and any entity controlling,
controlled by or under common control with Putnam Management that
provides ongoing services to the fund:
Pre-Approval Policies of the Audit and Pricing Committee. The Audit and
Pricing Committee of the Putnam funds has determined that, as a matter
of policy, all work performed for the funds by the funds' independent
auditors will be pre-approved by the Committee and will generally not be
subject to pre-approval procedures.
Under certain circumstances, the Audit and Pricing Committee believes
that it may be appropriate for Putnam Management and certain of its
affiliates to engage the services of the funds' independent auditors,
but only after prior approval by the Committee. Such requests are
required to be submitted in writing to the Committee and explain, among
other things, the nature of the proposed engagement, the estimated fees,
and why this work must be performed by that particular audit firm. The
Committee will review the proposed engagement at its next meeting.
Since May 6, 2003, all work performed by the independent auditors for
the funds, Putnam Management and any entity controlling, controlled by
or under common control with Putnam Management that provides ongoing
services to the funds was pre-approved by the Committee or a member of
the Committee pursuant to the pre-approval policies discussed above.
Prior to that date, the Committee had a general policy to pre-approve
the independent auditors' engagements for non-audit services with the
funds, Putnam Management and any entity controlling, controlled by or
under common control with Putnam Management that provides ongoing
services to the funds.
For each fund's last two fiscal years, such fund's principal auditor did not
bill for services required to be approved pursuant to paragraph (c)(7)(ii)
of Rule 2-01 of Regulation S-X.
Officers and other information. All of the officers of your fund, with the
exception of Mr. Putnam, III, are employees of Putnam Management or its
affiliates. Because of their positions with Putnam Management, Putnam
Retail Management or their affiliates or their ownership of stock of Marsh
& McLennan Companies, Inc., the parent corporation of Putnam Investments
Trust and indirectly of Putnam LLC, Messrs. Haldeman, Putnam, III and
Smith (nominees for Trustees of your fund), as well as the officers of
your fund, will benefit from the management fees, distribution fees,
custodian fees, and investor servicing fees paid or allowed by the fund.
In addition to Mr. Putnam, III, the other officers of each fund are as
follows:
Year first
Name (birthdate) elected Business experience
Office with the fund to office during past five years
- ------------------------------------------------------------------------------
Charles E. Porter (7/26/38) 1989 Managing Director,
Executive Vice President, Putnam Investments
Associate Treasurer and and Putnam Management
Principal Executive Officer
- ------------------------------------------------------------------------------
Patricia C. Flaherty (12/1/46) 1993 Senior Vice President,
Senior Vice President Putnam Investments
and Putnam Management
- ------------------------------------------------------------------------------
Jonathan S. Horwitz (6/4/55) 2004 Managing Director,
Senior Vice President and Treasurer Putnam Investments
- ------------------------------------------------------------------------------
Steven D. Krichmar (6/27/58) 2002 Managing Director,
Vice President and Principal Putnam Investments.
Financial Officer Prior to July 2001, Partner,
PricewaterhouseCoopers,
LLP
- ------------------------------------------------------------------------------
Michael T. Healy (1/24/58) 2000 Managing Director,
Assistant Treasurer and Principal Putnam Investments
Accounting Officer
- ------------------------------------------------------------------------------
Beth S. Mazor (4/6/58) 2002 Senior Vice President,
Vice President Putnam Investments
- ------------------------------------------------------------------------------
Daniel T. Gallagher (2/27/62) 2004 Vice President, Putnam
Vice President and Legal and Investments. Prior to
Compliance Liaison Officer 2004, Mr. Gallagher was an
Associate for Ropes &
Gray LLP; Prior to 2000,
he was a Law Clerk for the
Massachusetts Supreme
Judicial Court
- ------------------------------------------------------------------------------
Mark C. Trenchard (6/5/62) 2002 Senior Vice President,
Assistant Treasurer and Putnam Investments
BSA Compliance Officer
- ------------------------------------------------------------------------------
Francis J. McNamara (8/19/55) 2004 Senior Managing Director,
Vice President and Chief Legal Officer Putnam Investments,
Putnam Management
and Putnam Retail
Management. Prior
to 2004, Mr. McNamara
was General Counsel of
State Street Research
& Management
- ------------------------------------------------------------------------------
James P. Pappas (2/24/53) 2004 Managing Director,
Vice President Putnam Investments and
Putnam Management.
During 2002, Mr. Pappas
was Chief Operating
Officer of Atalanta/
Sosnoff Management
Corporation; prior to
2001 he was President
and Chief Executive
Officer of UAM
Investment Services, Inc.
- ------------------------------------------------------------------------------
Richard S. Robie, III (3/30/60) 2004 Senior Managing Director,
Vice President Putnam Investments,
Putnam Management
and Putnam Retail
Management. Prior to
2003, Mr. Robie was Senior
Vice President of United
Asset Management
Corporation
- ------------------------------------------------------------------------------
Judith Cohen (6/7/45) 1993 Clerk and Assistant
Clerk and Assistant Treasurer Treasurer, The Putnam Funds
- ------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
Shares outstanding of your fund as of June 30, 2004
Putnam Putnam Putnam Putnam Putnam
Asset Allocation: Asset Allocation: Asset Allocation: Capital Capital Putnam
Balanced Conservative Growth Appreciation Opportunities Classic Equity
Class Portfolio Portfolio portfolio Fund Fund Fund
- -------------------------------------------------------------------------------------------------------------------------------
Class A shares 95,993,368.025 64,531,714.577 57,106,072.569 24,597,253.902 37,404,722.225 57,485,313.808
- -------------------------------------------------------------------------------------------------------------------------------
Class B shares 32,692,022.749 13,785,302.272 25,612,961.941 21,827,491.535 26,629,820.220 24,605,172.343
- -------------------------------------------------------------------------------------------------------------------------------
Class C shares 8,295,858.873 4,086,225.588 7,412,177.122 228,270.512 3,493,575.758 1,533,258.210
- -------------------------------------------------------------------------------------------------------------------------------
Class M shares 3,244,448.140 1,486,096.208 2,912,629.804 1,192,629.687 1,837,731.837 3,401,130.189
- -------------------------------------------------------------------------------------------------------------------------------
Class R shares 466.105 8,545.487 590.608 508.861 5,314.503 450.751
- -------------------------------------------------------------------------------------------------------------------------------
Class Y shares 47,729,788.526 9,693,798.394 41,458,786.998 -- 32,073,753.026 515,212.678
- -------------------------------------------------------------------------------------------------------------------------------
Putnam Putnam Putnam Putnam The George Putnam
Convertible Discovery Equity Europe Putnam Global
Income- Growth Income Equity Fund of Equity
Class Growth Trust Fund Fund Fund Boston Fund
- -------------------------------------------------------------------------------------------------------------------------------
Class A shares 36,168,736.914 43,767,457.352 117,200,286.049 17,382,387.707 197,325,638.829 263,154,841.917
- -------------------------------------------------------------------------------------------------------------------------------
Class B shares 6,693,004.380 34,817,128.206 48,947,130.445 13,198,993.976 66,804,263.959 71,713,792.240
- -------------------------------------------------------------------------------------------------------------------------------
Class C shares 636,493.905 3,747,374.476 4,749,175.700 306,604.557 4,525,210.900 4,919,927.946
- -------------------------------------------------------------------------------------------------------------------------------
Class M shares 451,781.356 2,350,205.665 8,215,957.428 1,368,089.142 13,173,350.732 4,972,254.759
- -------------------------------------------------------------------------------------------------------------------------------
Class R shares 64.820 61.275 57,974.398 59.946 7,780.970 2,486.327
- -------------------------------------------------------------------------------------------------------------------------------
Class Y shares 1,791,803.057 936,763.815 24,991,240.884 -- 50,226,658.936 4,013,662.360
- -------------------------------------------------------------------------------------------------------------------------------
Putnam
Global
Natural
Resources
Class Fund
- -------------------------------------------------------------------------------------------------------------------------------
Class A shares 7,741,778.506
- -------------------------------------------------------------------------------------------------------------------------------
Class B shares 3,862,070.605
- -------------------------------------------------------------------------------------------------------------------------------
Class C shares 610,104.257
- -------------------------------------------------------------------------------------------------------------------------------
Class M shares 139,685.742
- -------------------------------------------------------------------------------------------------------------------------------
Class R shares 3,195.013
- -------------------------------------------------------------------------------------------------------------------------------
Class Y shares --
- -------------------------------------------------------------------------------------------------------------------------------
Putnam Putnam
Putnam Putnam Putnam International Putnam International
Fund For Growth Health Capital International Growth and
Growth Opportunities Sciences Opportunities Equity Income
Class and Income Fund Trust Fund Fund Fund
- -------------------------------------------------------------------------------------------------------------------------------
Class A shares 709,835,850.421 53,147,445.648 31,087,893.953 29,503,648.804 176,351,471.058 30,189,580.993
- -------------------------------------------------------------------------------------------------------------------------------
Class B shares 199,419,389.849 50,858,664.830 20,263,891.527 20,741,266.860 78,604,775.824 24,553,062.650
- -------------------------------------------------------------------------------------------------------------------------------
Class C shares 6,431,550.562 4,509,250.055 889,452.897 3,325,369.874 15,337,243.237 2,157,516.192
- -------------------------------------------------------------------------------------------------------------------------------
Class M shares 8,668,908.019 1,801,173.067 682,895.580 816,860.986 5,346,348.201 1,399,524.355
- -------------------------------------------------------------------------------------------------------------------------------
Class R shares 2,305.026 361.279 257.096 159.591 26,911.696 108.851
- -------------------------------------------------------------------------------------------------------------------------------
Class Y shares 92,895,549.813 3,211,375.483 528,356.587 2,832,404.174 61,018,147.352 1,277,431.459
- -------------------------------------------------------------------------------------------------------------------------------
Putnam
International Putnam Putnam Putnam
New Putnam Mid Cap New New
Opportunities Investors Value Opportunities Value
Class Fund Fund Fund Fund Fund
- -------------------------------------------------------------------------------------------------------------------------------
Class A shares 42,645,160.589 205,816,115.494 30,789,135.920 130,267,700.827 44,072,066.973
- -------------------------------------------------------------------------------------------------------------------------------
Class B shares 27,272,910.128 128,148,765.940 21,460,996.554 47,380,100.195 30,538,321.228
- -------------------------------------------------------------------------------------------------------------------------------
Class C shares 1,502,554.982 5,241,541.797 2,396,826.630 1,467,129.936 2,196,029.937
- -------------------------------------------------------------------------------------------------------------------------------
Class M shares 2,145,866.763 5,463,887.822 992,574.841 3,642,665.149 2,001,845.262
- -------------------------------------------------------------------------------------------------------------------------------
Class R shares 198.937 685.993 7,324.016 648.190 136.825
- -------------------------------------------------------------------------------------------------------------------------------
Class Y shares -- 69,175,202.490 2,008,251.032 21,213,401.877 5,875,676.779
- -------------------------------------------------------------------------------------------------------------------------------
Putnam Putnam
OTC & Putnam Putnam Putnam Utilities
Emerging Putnam Small Cap Small Cap Tax Smart Growth and
Growth Research Growth Value Equity Income
Class Fund Fund Fund Fund Fund Fund
- -------------------------------------------------------------------------------------------------------------------------------
Class A shares 144,642,565.894 66,937,434.403 7,976,379.495 25,362,906.825 13,126,403.339 47,801,229.035
- -------------------------------------------------------------------------------------------------------------------------------
Class B shares 50,099,344.493 35,341,974.864 3,430,526.340 16,718,660.365 14,672,364.689 10,625,354.068
- -------------------------------------------------------------------------------------------------------------------------------
Class C shares 2,920,161.128 4,125,042.021 628,997.424 2,624,573.643 4,025,908.899 457,682.168
- -------------------------------------------------------------------------------------------------------------------------------
Class M shares 33,457,701.484 1,917,159.718 267,716.570 594,610.246 444,671.848 378,402.748
- -------------------------------------------------------------------------------------------------------------------------------
Class R shares 1,093.841 24,063.860 971.658 -- -- 123.526
- -------------------------------------------------------------------------------------------------------------------------------
Class Y shares 13,841,701.434 8,982,784.787 715,641.977 6,041,298.746 -- --
- -------------------------------------------------------------------------------------------------------------------------------
Putnam Putnam
Vista Voyager
Class Fund Fund
- -------------------------------------------------------------------------------------------------------------------------------
Class A shares 225,218,033.614 588,008,712.618
- -------------------------------------------------------------------------------------------------------------------------------
Class B shares 98,159,298.250 178,986,950.561
- -------------------------------------------------------------------------------------------------------------------------------
Class C shares 4,834,037.852 8,175,207.453
- -------------------------------------------------------------------------------------------------------------------------------
Class M shares 6,014,271.797 9,052,652.807
- -------------------------------------------------------------------------------------------------------------------------------
Class R shares 1,772.410 15,294.502
- -------------------------------------------------------------------------------------------------------------------------------
Class Y shares 35,221,753.447 178,655,940.842
- -------------------------------------------------------------------------------------------------------------------------------
As of June 30, 2004, to the knowledge of the fund, the following persons owned
beneficially or of record 5% or more of any class of shares of each fund:
Putnam Putnam Putnam
Asset Asset Asset
Allocation: Allocation: Allocation:
CLASS Balanced Portfolio Conservative Portfolio Growth Portfolio
- -----------------------------------------------------------------------------------------------
A Putnam Investments
LLC* (50.80%)
- -----------------------------------------------------------------------------------------------
B
- -----------------------------------------------------------------------------------------------
C Edward D. Jones & Co
201 Progress Pkwy
Maryland Heights,
MO 63043-3003
(9.00%)
- -----------------------------------------------------------------------------------------------
M Edward D. Jones & Co Edward D. Jones & Co
201 Progress Pkwy 201 Progress Pkwy
Maryland Heights, Maryland Heights, MO
MO 63043-3003 MO 63043-3003
(7.70%) (5.40%)
National City Bank National City Bank
(5.10%) (29.70%)
- -----------------------------------------------------------------------------------------------
R Putnam Investments MCB Trust Services Putnam Investments
LLC* Cust. FBO LLC*
(26.00%) (81.70%) (21.30%)
MCB Trust Services MCB Trust Services MCB Trust Services
(69.60%) (15.30%) (70.10%)
MCB Trust Services
Cust. FBO (8.30%)
- -----------------------------------------------------------------------------------------------
Y Putnam Investments Putnam Investments Putnam Investments
LLC* LLC* LLC*
(67.80%) (62.50%) (47.40%)
The Bank One
Corporation
c/o Putnam Fiduciary
Trust Company, andas
trustee or agent
Investors Way Norwood,
MA 02062
(30.40%)
- -----------------------------------------------------------------------------------------------
Putnam Mutual Funds may solicit proxies
in person or by telephone. Your fund may also arrange to have votes
recorded by telephone. The telephone voting procedure is designed
to authenticate shareholders' identities, to allow shareholders to
authorize the voting of their shares in accordance with their
instructions and to confirm that their instructions have been
properly recorded. Your fund has been advised by counsel that these
procedures are consistent with the requirements of applicable law.
If these procedures were subject to a successful legal challenge,
such votes would not be counted at the meeting. Your fund is
unaware of any such challenge at this time. Shareholders would be
called at the phone numberPutnam Putnam
Capital Capital Classic
Appreciation Opportunities Equity
CLASS Fund Fund Fund
- -----------------------------------------------------------------------------------------------
A Edward D. Jones & Co Edward D. Jones & Co Edward D. Jones & Co
201 Progress Pkwy 201 Progress Pkwy 201 Progress Pkwy
Maryland Heights, Maryland Heights, Maryland Heights,
MO 63043-3003 MO 63043-3003 MO 63043-3003
(11.70%) (7.20%) (26.90%)
- -----------------------------------------------------------------------------------------------
B Edward D. Jones & Co
201 Progress Pkwy
Maryland Heights,
MO 63043-3003
(10.60%)
- -----------------------------------------------------------------------------------------------
C Merrill, Lynch, Pierce, Edward D. Jones & Co
Fenner & Smith Inc. 201 Progress Pkwy
4800 Deer Lake Dr E Maryland Heights,
Jacksonville, FL 32246 MO 63043-3003
(6.10%) (6.60%)
Merrill, Lynch, Pierce,
Fenner & Smith Inc.
4800 Deer Lake Dr E
Jacksonville, FL 32246
(5.20%)
- -----------------------------------------------------------------------------------------------
M Edward D. Jones & Co Saxon & Co. Edward D. Jones & Co
201 Progress Pkwy P.O. Box 7780 201 Progress Pkwy
Maryland Heights, Philadelphia, PA Maryland Heights,
MO 63043-3003 19182-0001 MO 63043-3003
(6.20%) (11.50%) (20.60%)
- -----------------------------------------------------------------------------------------------
R Putnam Investments has in its records for
their accounts, and would be asked for their Social Security number
or other identifying information. The shareholders would then be
given an opportunity to authorize proxies to vote their shares at
the meeting in accordance with their instructions. To ensure that
the shareholders' instructions have been recorded correctly, they
will also receive a confirmation of their instructions in the mail.LLC* A.G. Edwards & Putnam Investments
(12.40%) Sons Inc. LLC*
1 N. Jefferson Ave.
St. Louis, MO
63103-2205
(68.00%)
MCB Trust Services MCB Trust Services National Quality
Cust. FBO Cust. FBO Review Inc TTEE
(87.50%) (24.20%)
National Quality
Review Inc
- -----------------------------------------------------------------------------------------------
Y College Advantage Putnam Investments
(23.60%) LLC*
Putnam Investments
LLC*
(7.80%)
- -----------------------------------------------------------------------------------------------
Putnam Putnam Putnam Putnam
Convertible Discovery Equity Europe
Income-Growth Growth Income Equity
CLASS Trust Fund Fund Fund
- ----------------------------------------------------------------------------------------------------------
A special toll-free number will be available in case the information
contained in the confirmation is incorrect.
Your fund's Trustees have adopted a general policy of maintaining
confidentiality in the voting of proxies. Consistent with this
policy, your fund may solicit proxies from shareholders who have not
voted their shares or who have abstained from voting.
Persons holding shares as nominees will upon request be reimbursed
for their reasonable expenses in soliciting instructions from their
principals. Your fund has retained at its expense Tritech Services,
Four Corporate Place, Corporate Park 287, Piscataway,Edward D. Jones & Co Edward D. Jones & Co Edward D. Jones & Co Edward D. Jones & Co
201 Progress Pkwy 201 Progress Pkwy 201 Progress Pkwy 201 Progress Pkwy
Maryland Heights, MO Maryland Heights, Maryland Heights, Maryland Heights,
63043-3003 MO 63043-3003 MO 63043-3003 MO 63043-3003
(13.10%) (13.80%) (20.20%) (6.20%)
Charles Schwab
(9.90%)
- ----------------------------------------------------------------------------------------------------------
B Edward D. Jones & Co Edward D. Jones & Co Citigroup Global
201 Progress Pkwy 201 Progress Pkwy Markets Inc.
Maryland Heights, MO Maryland Heights, 333 W 34th St. FL 3
63043-3003 MO 63043-3003 New Jersey
08854, to aid in the solicitation instructions for nominee accounts,
for a fee not to exceed $7,500 plus reasonable out-of-pocket
expenses for mailing and phone costs. Your fund has also retained
D. F. KingYork NY 10001-
(5.30%) (10.20%) 2402 (5.40%)
- ----------------------------------------------------------------------------------------------------------
C Merrill, Lynch, Pierce, Merrill, Lynch, Pierce, Merrill, Lynch, Pierce, Citigroup Global
Fenner & Co.,Smith Inc., 77 Water Street, Fenner & Smith Inc. Fenner & Smith Inc. Markets Inc.
4800 Deer Lake Dr E 4800 Deer Lake Dr E 4800 Deer Lake Dr E 333 W 34th St. FL 3
Jacksonville, FL 32246 Jacksonville, FL 32246 Jacksonville, FL 32246 New York NY
(12.00%) (5.50%) (8.90%) 10001-2402
(7.90%)
Merrill, Lynch, Pierce,
Fenner & Smith Inc.
4800 Deer Lake Dr E.
Jacksonville, FL 32246
(11.20%)
Citigroup Global Citigroup Global
Markets Inc. Markets Inc.
333 W 34th St. FL 3 333 W 34th St. FL 3
New York New York
10005,
to aid in the solicitation instructions for registered accounts for
a fee not to exceed $12,500 plus reasonable out-of-pocket
expenses.
REVOCATION OF PROXIES. Proxies, including proxies given by
telephone, may be revoked at any time before they are voted by a
written revocation received by the Clerk of your fund, by properly
executing a later-dated proxy or by attending the meeting and voting
in person.
DATE FOR RECEIPT OF SHAREHOLDERS' PROPOSALS FOR SUBSEQUENT MEETINGS
OF SHAREHOLDERS. Your fund's Agreement and Declaration ofNY 10001-2402 NY 10001-2402
(7.10%) (6.80%)
- ----------------------------------------------------------------------------------------------------------
M Edward D. Jones & Co Edward D. Jones & Co Edward D. Jones & Co SMBC Friend
201 Progress Pkwy 201 Progress Pkwy 201 Progress Pkwy Securities Co.,
7-12 Kabuto- Maryland Heights, Maryland Heights, Ltd. (66.40%)
63043-3003 MO 63043-3003 MO 63043-3003
(10.00%) (8.20%) (7.30%)
Delaware Charter
Guaranty & Trust
does not provide for annual meetings of shareholders, and your fund
does not currently intend to hold such a meeting in 1997.
Shareholder proposals for inclusion in the proxy statement for any
subsequent meeting must be received by your fund within a reasonable
period of time prior to any such meeting.
ADJOURNMENT. If sufficient votes in favor of any of the proposals
set forth in the Notice of the Meeting are not received by the time
scheduled for the meeting, the persons named as proxies may propose
adjournments of the meeting for a period or periods of not more than
60 days in the aggregate to permit further solicitation of proxies
with respect to any of such proposals. Any adjournment will require
the affirmative vote of a majority of the votes cast on the question
in person or by proxy at the session of the meeting to be adjourned.
The persons named as proxies will vote in favor of such adjournment
those proxies which they are entitled to vote in favor of such
proposals. They will vote against any such adjournment those
proxies required to be voted against such proposals. Your
fund pays the costs of any additional solicitation and of any
adjourned session. Any proposals for which sufficient favorable
votes have been received by the time of the meeting may be acted
upon and considered final regardless of whether the meeting is
adjourned to permit additional solicitation with respect to any
other proposal.
FINANCIAL INFORMATION. YOUR FUND WILL FURNISH, WITHOUT CHARGE, TO
YOU UPON REQUEST A COPY OF THE FUND'S ANNUAL REPORT FOR ITS MOST
RECENT FISCAL YEAR, AND A COPY OF ITS SEMIANNUAL REPORT FOR ANY
SUBSEQUENT SEMIANNUAL PERIOD. SUCH REQUESTS MAY BE DIRECTED TO
PUTNAM INVESTOR SERVICES, P.O. BOX 41203, PROVIDENCE, RI 02940-1203
OR 1-800-225-1581.
FURTHER INFORMATION ABOUT YOUR FUND
LIMITATION OF TRUSTEE LIABILITY. The Agreement and Declaration of
Trust of your fund provides that the fund will indemnify its
Trustees and officers against liabilities and expenses incurred in
connection with litigation in which they may be involved because of
their offices with the fund, except if it is determined in the
manner specified in the Agreement and Declaration of Trust that they
have not acted in good faith in the reasonable belief that their
actions were in the best interests of the fund or that such
indemnification would relieve any officer or Trustee of any
liability to the fund or its shareholders arising by reason of
willful misfeasance, bad faith, gross negligence or reckless
disregard of his or her duties. Your fund, at its expense, provides
liability insurance for the benefit of its Trustees and officers.
AUDIT AND NOMINATING COMMITTEES. The voting members of the Audit
Committee of your fund include only Trustees who are not "interested
persons" of the fund or by reason of any affiliation with1013 Centre Road
Wilmington, DE
19899-8936
(60.70%)
- ----------------------------------------------------------------------------------------------------------
R Putnam Investments and its affiliates. The Audit Committee currently
consists of Messrs. Estin (Chairman), Perkins (without vote),LLC* Putnam III (without vote), Shapiro,Investments LLC* Merrill, Lynch, Pierce, Putnam Investments
(100.00%) (100.00%) Fenner & Smith (without vote), and Ms.
Kennan. The Nominating Committee consists only of Trustees who are
not "interested persons" of your fund orInc. LLC* (100.00%)
4800 Deer Lake Dr E
Jacksonville, FL 32246
(11.70%)
MCB Trust Services
(32.00%)
NFSC FEBO
#251-076201
(15.90%)
Federated Investors
Trust Co. (15.20%)
Martin Prakken &
Tom O'Connell
(7.90%)
- ----------------------------------------------------------------------------------------------------------
Y Putnam Management. The
Nominating Committee currently consists of Dr. Pounds and Ms. Kennan
(Co-chairpersons), Ms. Baxter, and Messrs. Estin, Hill, Patterson,
Shapiro, and Thorndike.
OFFICERS AND OTHER INFORMATION. In addition to GeorgeInvestments Putnam and
Lawrence J. Lasser, the officers of your fund are as follows:
Year first
elected to
Name (age) Office office
- -----------------------------------------------------------------
Charles E. Porter (57) Executive Vice President 1989
Patricia C. Flaherty (49) Senior Vice President 1993
John D. Hughes (61) Senior Vice President
& Treasurer 1987
Gordon H. Silver (48) Vice President 1990
Peter Carman (54) Vice President 1994
Brett C. Browchuk (33) Vice President 1994
Thomas V. Reilly (49) Vice President 1984
Edward P. Bousa* (37) Vice President 1994
Rosemary H. Thomsen* (35) Vice President 1995
Kenneth J. Taubes* (36) Vice President 1994
William N. Shiebler** (54) Vice President 1991
John R. Verani (56) Vice President 1987
Paul M. O'Neil (42) Vice President 1992
Beverly Marcus (51) Clerk 1981
- -----------------------------------------------------------------
* One of the fund's portfolio managers
** President ofInvestments LLC* Putnam Mutual Funds
All of the officers of your fund are employees of Putnam Management
or its affiliates. Because of their positions with Putnam
Management or its affiliates or their ownership of stock of Marsh &
McLennan Companies, Inc., the parent corporation of Putnam
Management and Putnam Mutual Funds, Messrs. Putnam, George Putnam,
III, Lasser and Smith (nominees for Trustees of your fund), as well
as the officers of your fund, will benefit from the management fees,
distribution fees, underwriting commissions, custodian fees, and
investor servicing fees paid or allowed by the fund.
ADDITIONAL INFORMATION RELATING TO MANAGEMENT CONTRACT APPROVAL
FURTHER INFORMATION ABOUT PUTNAM INVESTMENT MANAGEMENT, INC. AND ITS
PROPOSED MANAGEMENT CONTRACT. Putnam Management and its affiliates,
Putnam Mutual Funds, the principal underwriter for shares of your
fund, andInvestments LLC*
Profit Sharing Plan* State Street Corp TTEE
(13.72%) United States Filter
Corporation Retirement
Savings Plan
c/o Putnam Fiduciary Trust
Company, your fund's investor
servicingas trustee or
agent and custodian, are wholly owned byInvestors Way
Norwood, MA 02062-9105
Bank One Corporation TTEE
Raymond James
Financial, Inc.*
(11.55%)
Putnam Investments Inc., One Post Office Square,LLC*
(5.58%)
- -----------------------------------------------------------------------------------------------
The George Putnam Global Putnam
Putnam Fund of Equity Global Natural
CLASS Boston Massachusetts
02109, a holding company that is in turn wholly owned by MarshFund Resources Fund
- -----------------------------------------------------------------------------------------------
A Edward D. Jones & McLennan Companies,Co Edward D. Jones & Co
201 Progress Pkwy 201 Progress Pkwy
Maryland Heights, Maryland Heights,
MO 63043-3003 MO 63043-3003
(8.00%) (5.20%)
Valic
(18.70%)
- -----------------------------------------------------------------------------------------------
B
- -----------------------------------------------------------------------------------------------
C Merrill, Lynch, Pierce, Citigroup Global
Fenner & Smith Inc., which has executive offices at 1166 Avenue
of the Americas, Markets Inc.
4800 Deer Lake Dr E 333 W 34th St. FL 3
Jacksonville, FL 32246 New York NY 10001-
(5.30%) (11.70%)
Merrill, Lynch, Pierce,
Fenner & Smith Inc.
4800 Deer Lake Dr. E
Jacksonville, FL 32246
(7.10%)
- -----------------------------------------------------------------------------------------------
M Edward D. Jones & Co
201 Progress Pkwy
Maryland Heights,
MO 63043-3003
(8.40%)
- -----------------------------------------------------------------------------------------------
R Putnam Investments Wachovia Bank
LLC* (6.80%) (98.20%)
Wexford Securities LLC.
FBO (27.60%)
Vito Spinosa
(24.70%)
MCB Trust Services Cust. FBO
(14.00%)
- -----------------------------------------------------------------------------------------------
The Putnam Putnam
Fund for Growth
Growth and Opportunities Putnam Health
CLASS Income Fund Sciences Trust
- -----------------------------------------------------------------------------------------------
A Edward D. Jones & Co Edward D. Jones & Co Edward D. Jones & Co
201 Progress Pkwy 201 Progress Pkwy 201 Progress Pkwy
Maryland Heights, Maryland Heights, Maryland Heights,
MO 63043-3003 MO 63043-3003 MO 63043-3003
(12.30%) (12.70%)
Merrill, Lynch, Pierce,
Fenner & Smith Inc.
4800 Deer Lake Dr E
Jacksonville, FL 32246
(7.50%)
- -----------------------------------------------------------------------------------------------
B Edward D. Jones & Co Citigroup Global
201 Progress Pkwy Markets Inc.
Maryland Heights, 333 W 34th St. FL 3
MO 63043-3003 New York 10036. MarshNY 10001-
(6.40%)
Merrill, Lynch, Pierce,
Fenner & McLennan
Companies,Smith Inc.,
4800 Deer Lake Dr E
Jacksonville, FL 32246
(9.30%)
- -----------------------------------------------------------------------------------------------
C Edward D. Jones & Co Merrill, Lynch, Pierce, Citigroup Global
201 Progress Pkwy Fenner & Smith Inc. Markets Inc.
Maryland Heights, 4800 Deer Lake Dr E 333 W 34th St. FL 3
MO 63043-3003 Jacksonville, FL 32246 New York NY 10001-
(7.60%) (10.10%)
Citigroup Global Merrill, Lynch, Pierce,
Markets Inc. Fenner & Smith Inc.
333 W 34th St. FL 3 4800 Deer Lake Dr E
New York NY 10001- Jacksonville, FL 32246
(6.00%) (14.00%)
- -----------------------------------------------------------------------------------------------
M Edward D. Jones & Co Edward D. Jones & Co Edward D. Jones & Co
201 Progress Pkwy 201 Progress Pkwy 201 Progress Pkwy
Maryland Heights, Maryland Heights, Maryland Heights,
MO 63043-3003 MO 63043-3003 MO 63043-3003
(7.60%) (6.30%)
Frontier Trust Co Citigroup Global
(5.60%) Markets Inc.
333 W 34th St. FL 3
New York NY 10001-
(6.60%)
- -----------------------------------------------------------------------------------------------
R Putnam Investments MCB Trust Services
LLC* (26.10%) (63.60%)
MCB Trust Services Wexford Securities
Cust. FBO LLC. FBO
(73.80%) (18.10%)
Bryce Edwards &
(12.90%)
- -----------------------------------------------------------------------------------------------
Y
- -----------------------------------------------------------------------------------------------
Putnam Putnam
International Putnam International
Capital International Growth and
its operating subsidiaries are professional
services firms with insuranceCLASS Opportunities Fund Equity Fund Income Fund
- -----------------------------------------------------------------------------------------------
A Edward D. Jones & Co Edward D. Jones & Co
201 Progress Pkwy 201 Progress Pkwy
Maryland Heights, Maryland Heights,
MO 63043-3003 MO 63043-3003
(6.00%)
Charles Schwab &
Co Inc (10.40%)
- -----------------------------------------------------------------------------------------------
B Citigroup Global Citigroup Global Edward D. Jones & Co
Markets Inc. Markets Inc. 201 Progress Pkwy
333 W 34th St. FL 3 333 W 34th St. FL 3 Maryland Heights,
New York NY 10001- New York NY 10001- MO 63043-3003
(5.10%) (6.40%)
Merrill, Lynch, Pierce, Merrill, Lynch, Pierce,
Fenner & Smith Inc. Fenner & Smith Inc.
4800 Deer Lake Dr E 4800 Deer Lake Dr E
Jacksonville, FL 32246 Jacksonville, FL 32246
(6.00%) (7.90%)
- -----------------------------------------------------------------------------------------------
C Citigroup Global Merrill, Lynch, Pierce, Edward D. Jones & Co
Markets Inc. Fenner & Smith Inc. 201 Progress Pkwy
333 W 34th St. FL 3 4800 Deer Lake Dr E Maryland Heights,
New York NY 10001- Jacksonville, FL 32246 MO 63043-3003
(10.80%) (17.60%)
Merrill, Lynch, Pierce, Citigroup Global Citigroup Global
Fenner & Smith Inc. Markets Inc. Markets Inc.
4800 Deer Lake Dr E 333 W 34th St. FL 3 333 W 34th St. FL 3
Jacksonville, FL 32246 New York NY 10001- New York NY 10001-
(14.00%) (9.20%)
- -----------------------------------------------------------------------------------------------
M Edward D. Jones & Co
201 Progress Pkwy
Maryland Heights,
MO 63043-3003
- -----------------------------------------------------------------------------------------------
R Putnam Investments LLC* Federated Investors Putnam Investments
(46.10%) Trust Company LLC*
(60.80%)
MCB Trust Services Reliance Trust
(41.90%) Company (14.20%)
MCB Trust Services Bisys Retirement
Cust. FBO (9.80%) Services (11.00%)
Merrill, Lynch, Pierce,
Fenner & Smith Inc.
4800 Deer Lake Dr E
Jacksonville, FL 32246
(5.30%)
- -----------------------------------------------------------------------------------------------
Y
- -----------------------------------------------------------------------------------------------
Putnam
International
New Putnam
Opportunities Investors Putnam Mid Cap
CLASS Fund Fund Value Fund
- -----------------------------------------------------------------------------------------------
A Edward D. Jones & Co Edward D. Jones & Co
201 Progress Pkwy 201 Progress Pkwy
Maryland Heights, Maryland Heights,
MO 63043-3003 MO 63043-3003
- -----------------------------------------------------------------------------------------------
B Merrill, Lynch, Pierce,
Fenner & Smith Inc.
4800 Deer Lake Dr E
Jacksonville, FL 32246
- -----------------------------------------------------------------------------------------------
C Merrill, Lynch, Pierce, Edward D. Jones & Co
Fenner & Smith Inc. 201 Progress Pkwy
4800 Deer Lake Dr E Maryland Heights,
Jacksonville, FL 32246 MO 63043-3003
Citigroup Global
Markets Inc.
333 W 34th St. FL 3
New York NY 10001-
- -----------------------------------------------------------------------------------------------
M Merrill, Lynch, Pierce,
Fenner & Smith Inc.
4800 Deer Lake Dr E
Jacksonville, FL 32246
- -----------------------------------------------------------------------------------------------
R Putnam Investments LLC*
- -----------------------------------------------------------------------------------------------
Y
- -----------------------------------------------------------------------------------------------
Putnam New
Opportunities Putnam New
CLASS Fund Value Fund
- -----------------------------------------------------------------------------------------------
A Edward D. Jones & Co Edward D. Jones & Co
201 Progress Pkwy 201 Progress Pkwy
Maryland Heights, Maryland Heights,
MO 63043-3003 MO 63043-3003
- -----------------------------------------------------------------------------------------------
B Citigroup Global Edward D. Jones & Co
Markets Inc. 201 Progress Pkwy
333 W 34th St. FL 3 Maryland Heights,
New York NY 10001- MO 63043-3003
- -----------------------------------------------------------------------------------------------
C Merrill, Lynch, Pierce, Merrill, Lynch, Pierce,
Fenner & Smith Inc. Fenner & Smith Inc.
4800 Deer Lake Dr E 4800 Deer Lake Dr E
Jacksonville, FL 32246 Jacksonville, FL 32246
Citigroup Global
Markets Inc.
333 W 34th St. FL 3
New York NY 10001-
- -----------------------------------------------------------------------------------------------
M Edward D. Jones & Co Edward D. Jones & Co
201 Progress Pkwy 201 Progress Pkwy
Maryland Heights, Maryland Heights,
MO 63043-3003 MO 63043-3003
- -----------------------------------------------------------------------------------------------
R Putnam Investments LLC* Putnam Investments LLC*
- -----------------------------------------------------------------------------------------------
Y
- -----------------------------------------------------------------------------------------------
Putnam
Putnam Putnam Small Cap
OTC & Emerging Research Growth
Growth Fund Fund Fund
- -----------------------------------------------------------------------------------------------
A Edward D. Jones & Co
201 Progress Pkwy
Maryland Heights,
MO 63043-3003
- -----------------------------------------------------------------------------------------------
B Edward D. Jones & Co
201 Progress Pkwy
Maryland Heights,
MO 63043-3003
- -----------------------------------------------------------------------------------------------
C Citigroup Global Citigroup Global Citigroup Global
Markets Inc. Markets Inc. Markets Inc.
333 W 34th St. FL 3 333 W 34th St. FL 3 333 W 34th St. FL 3
New York NY 10001- New York NY 10001- New York NY 10001-
- -----------------------------------------------------------------------------------------------
M Edward D. Jones & Co
201 Progress Pkwy
Maryland Heights,
MO 63043-3003
- -----------------------------------------------------------------------------------------------
R Putnam Investments LLC*
- -----------------------------------------------------------------------------------------------
Y
- -----------------------------------------------------------------------------------------------
Putnam Putnam Putnam Utilities
Small Cap Tax Smart Growth and reinsurance brokering, consulting
and investment management businesses.
The directors of Putnam
Management are GeorgeCLASS Value Fund Equity Fund Income Fund Vista Fund
- -----------------------------------------------------------------------------------------------------------
A Edward D. Jones & Co Edward D. Jones & Co Edward D. Jones & Co Edward D. Jones & Co
201 Progress Pkwy 201 Progress Pkwy 201 Progress Pkwy 201 Progress Pkwy
Maryland Heights, Maryland Heights, Maryland Heights, Maryland Heights,
MO 63043-3003 MO 63043-3003 MO 63043-3003 MO 63043-3003
(10.00%)
- -----------------------------------------------------------------------------------------------------------
B Merrill, Lynch, Pierce,
Fenner & Smith Inc.
4800 Deer Lake Dr E
Jacksonville, FL 32246
(9.70%)
- -----------------------------------------------------------------------------------------------------------
C Merrill, Lynch, Pierce,
Fenner & Smith Inc.
4800 Deer Lake Dr E
Jacksonville, FL 32246
(9.50%)
- -----------------------------------------------------------------------------------------------------------
M Edward D. Jones & Co Pershing, LLC Edward D. Jones & Co
201 Progress Pkwy P.O. Box 2052 201 Progress Pkwy
Maryland Heights, Jersey City, NJ Maryland Heights,
MO 63043-3003 07303-2052 MO 63043-3003
(5.30%)
- -----------------------------------------------------------------------------------------------------------
R
- -----------------------------------------------------------------------------------------------------------
Y
- -----------------------------------------------------------------------------------------------------------
Putnam
Lawrence J.
Lasser, and Gordon H. Silver. Mr. Lasser is the principal executive
officer of Putnam Management. The principal occupations of Messrs.
Putnam, Lasser, and Silver are as officers and directors of Putnam
Management and certain of its corporate affiliates.CLASS Voyager Fund
- -----------------------------------------------------------------------------------------------
A Edward D. Jones & Co
201 Progress Pkwy
Maryland Heights,
MO 63043-3003
- -----------------------------------------------------------------------------------------------
B Edward D. Jones & Co
201 Progress Pkwy
Maryland Heights,
MO 63043-3003
- -----------------------------------------------------------------------------------------------
C Edward D. Jones & Co
201 Progress Pkwy
Maryland Heights,
MO 63043-3003
Citigroup Global
Markets Inc.
333 W 34th St. FL 3
New York NY 10001-
- -----------------------------------------------------------------------------------------------
M Edward D. Jones & Co
201 Progress Pkwy
Maryland Heights,
MO 63043-3003
- -----------------------------------------------------------------------------------------------
R
- -----------------------------------------------------------------------------------------------
Y
- -----------------------------------------------------------------------------------------------
* The address of
Putnam Management andfor the business address of the directors and
officers of Putnam Management is One Post Office Square, Boston,
Massachusetts 02109.
In addition to the services it provides to your fund, Putnam
Management acts as investment adviser or subadviser of other
publicly owned investment companies having differing investment
objectives. For the names of such funds having investment
objectives similar to those of your fund and the current rates of
Putnam Management's annual fees as adviser or subadviser of such
funds, see Exhibit B in this Proxy Statement.
Putnam Management is also affiliated with The Putnam Advisory
Company, Inc., which together with its subsidiaries furnishes
investment advice to domestic and foreign institutional clients and
mutual funds. Another affiliate,name listed is: c/o Putnam Fiduciary Trust
Company, provides investment advice to institutional clients under its
banking and fiduciary powers.as trustee or agent, Investors Way, Norwood, MA 02062-9105.
** The advisory fees charged by such
firms to their institutional clients are generally at lower rates
than those charged to the Putnam funds. The services performed and
responsibilities assumed by these firms for such clients are,
however, not as extensive as those performed or assumed by Putnam
Managementaddress for the Putnam funds.
Some officers and directors of Putnam Management, including some who
are officers of your fund, serve as officers or directors of some of
these affiliates. Putnam Management may also enter into other
businesses.
THE MANAGEMENT CONTRACT. Putnam Management serves as investment
manager of your fund pursuant to a Management Contract. The
management fee payable under the Contract is described above in
Proposal 3. The fees paid to Putnam Management in the most recent
fiscal year are shown below.
Under the Contract, subject to such policies as the Trustees may
determine, Putnam Management, at its expense, furnishes continuously
an investment program for your fund and makes investment decisions
on behalf of your fund. Subject to the control of the Trustees,
Putnam Management manages, supervises, and conducts the other
affairs and business of your fund, furnishes office space and
equipment, provides bookkeeping and clerical services (including
determination of your fund's net asset value, but excluding
shareholder accounting services) and places all orders for the
purchase and sale of your fund's portfolio securities. Putnam
Management may place fund portfolio transactions with broker-dealers
that furnish Putnam Management, without cost to it, certain
brokerage and research services of value to Putnam Management and
its affiliates in advising your fund and other clients. In so
doing, Putnam Management may cause your fund to pay greater
brokerage commissions than it might otherwise pay.
Your fund also pays, or reimburses Putnam Management for, the
compensation and related expenses of certain officers of your fund
and their assistants. Currently, your fund reimburses Putnam
Management for a portion of the compensation and related expenses of
certain officers of your fund who provide certain administrative
services to your fund and the other Putnam funds, each of which
bears an allocated share of the costs. The aggregate amount of all
such payments and reimbursements is determined annually by the
Trustees, and the amount paid in the most recent fiscal year is set
forth below. Putnam Management pays all other salaries of officers
of your fund. Your fund pays all expenses not assumed by Putnam
Management including, without limitation, auditing, legal,
custodial, investor servicing agent, and shareholder reporting
expenses.
The Contract provides that Putnam Management shall not be subject to
any liability to your fund or to any shareholder of your fund for
any act or omission in the course of or connected with rendering
services thereunder in the absence of willful misfeasance, bad
faith, gross negligence, or reckless disregard of its obligations
and duties.
The Contract may be terminated without penalty upon 30 days' written
notice by Putnam Management, by the Trustees, or by the affirmative
vote of the holders of a "majority of the outstanding voting
securities" of the fund (as defined in the Investment Company Act of
1940). It may be amended only by an affirmative vote of the holders
of a majority of the outstanding voting securities of your fund and
by a majority of the Trustees who are not "interested persons" of
your fund or Putnam Management.
The Contract will terminate automatically if it is assigned, or
unless its continuance is approved at least annually by either the
Trustees or shareholders of the fund and in either case by a
majority of the Trustees who are not "interested persons" of Putnam
Management or your fund.
PAYMENTS TO AFFILIATES OF PUTNAM MANAGEMENT. Putnam Mutual Funds is
the principal underwriter of shares of your fund and of the other
continuously offered Putnam funds.name listed is: c/o Putnam Fiduciary Trust
Company, is your fund's investor servicing agent and custodian. The amount
of sales charges retained by Putnam Mutual Funds and the investor
servicing fees and custodian fees paid to Putnam Fiduciary Trust
Company in your fund's most recent fiscal year are set forth below.
Under its class A Distribution Plan, your fund may make payments to
Putnam Mutual Funds at the annual rate of up to 0.35% of the average
net assets of the fund attributable to class A shares. At present,
payments under the Plan are limited to the annual rate of 0.25% of
average net assets. Under its class B and class M Distribution
Plans, your fund compensates Putnam Mutual Funds at the annual rate
of up to 1.00% of average net assets attributable to class B shares
and class M shares, as the case may be, although for class M shares,
a limit of 0.75% of average net assets is currently in effect.
Payments under the plans compensate Putnam Mutual Funds for services
provided and expenses incurred by it in promoting the sale of shares
of your fund, reducing redemptions or maintaining or improving
services provided to shareholders by Putnam Mutual Funds or by
dealers. The fees paid to Putnam Mutual Funds under the plans in
your fund's most recent fiscal year are set forth in "Further
information about your fund." A substantial portion of payments
made to Putnam Mutual Funds under these plans is used to pay or
reimburse Putnam Mutual Funds for payment of service fees paid to
investment dealers for their ongoing services to shareholders.
ASSETS AND SHARES OUTSTANDING OF YOUR FUND
AS OF MARCH 29, 1996
---------------------------------------------------------------
Net assets $1,975,561,290
Class A shares outstanding
and authorized to vote 87,369,658 shares
Class B shares outstanding
and authorized to vote 22,547,620 shares
Class M shares outstanding
and authorized to vote 2,009,977 shares
Class Y shares outstanding
and authorized to vote 12,687,745 shares
Persons beneficially owning more than 5%
of the fund's class A shares None
Persons beneficially owning more than 5%
of the fund's class B shares None
Persons beneficially owning more than 5%
of the fund's class M shares None
PERSONS BENEFICIALLY OWNING MORE THAN 5%
OF THE FUND'S CLASS Y SHARES : PUTNAM FIDUCIARY TRUST
COMPANY, 859 WILLARD STREET, QUINCY, MASSACHUSETTS,
02269; OWNED 10,871,131 SHARES REPRESENTING 85.4% OF THE
OUTSTANDING CLASS Y SHARES, ACTING AS TRUSTEE OR AGENT
FOR VARIOUS PENSION PLANS.
For the Fiscal Year Ended July 31, 1995
MANAGEMENT CONTRACT
- --------------------------------------------------------------
The management contract dated
December 21, 1988, was approved by the
shareholders on December 8, 1988 and
was last approved by the Trustees on
January 4, 1996.
Management fee
paid to Putnam Management $4,618,445
Reimbursement paid by your fund to Putnam
Management for compensation and related expenses
including employee benefit plan contributions
for your fund's Executive Vice President
(Charles E. Porter), Senior Vice President
(Patricia C. Flaherty), Clerk (Beverly Marcus),
and their assistants $31,254
PAYMENTS TO AFFILIATES
- --------------------------------------------------------------
Sales charges on sales of class A shares
retained by Putnam Mutual Funds
after payments to selling broker-dealers $299,871
Sales charges on sales of class M shares
retained by Putnam Mutual Funds
after payments to selling broker-dealers $9,902
Deferred sales charges on class A share
redemptions retained by Putnam Mutual Funds $6,203
Deferred sales charges on class B share
redemptions retained by Putnam Mutual Funds $388,691
Payments under Class A Distribution Plan
to Putnam Mutual Funds $2,395,857
Payments under Class B Distribution
Plan to Putnam Mutual Funds $1,784,739
Payments under Class M Distribution Plan
to Putnam Mutual Funds $13,891
Investor servicing and custodian fees
paid to Putnam Fiduciary Trust Company
(before application of credits, if any) $4,226,254
EXHIBIT A
This exhibit provides the management contract and the proposed
additions and deletions. The existing additions are indicated by
the ((BOLDFACE)) and deletions are indicated by //italics//.
THE GEORGE PUTNAM FUND OF BOSTON
MANAGEMENT CONTRACT
Management Contract dated as of //December 21, 1988// ((JULY ,
1996)) between The George Putnam Fund of Boston, a Massachusetts
business trust (the "Fund"), and //THE// PUTNAM ((INVESTMENT))
MANAGEMENT //COMPANY//, INC., a //Delaware// ((MASSACHUSETTS))
corporation (the "Manager").
WITNESSETH:
That in consideration of the mutual covenants herein contained,
it is agreed as follows:
1. SERVICES TO BE RENDERED BY MANAGER TO FUND.
(a) The Manager, at its expense, will furnish continuously an
investment program for the Fund, will determine what //securities//
((INVESTMENTS)) shall be purchased, held, sold or exchanged by the
Fund and what portion, if any, of the assets of the Fund shall be
held uninvested and shall, on behalf of the Fund, make changes in
the Fund's investments. Subject always to the control of the
Trustees of the Fund and except for the functions carried out by the
officers and personnel referred to in Section 1(d), the Manager will
also manage, supervise and conduct the other affairs and business of
the Fund and matters incidental thereto. In the performance of its
duties, the Manager will comply with the provisions of the Agreement
and Declaration of Trust and By-laws of the Fund and its stated
investment objectives, policies and restrictions, and will use its
best efforts to safeguard and promote the welfare of the Fund and to
comply with other policies which the Trustees may from time to time
determine //,// and shall exercise the same care and diligence
expected of the Trustees.
(b) The Manager, at its expense, except as such expense is
paid by the Fund as provided in Section 1(d), will furnish (1) all
necessary investment and management facilities, including salaries
of personnel, required for it to execute its duties faithfully; (2)
suitable office space for the Fund; and (3) administrative
facilities, including bookkeeping, clerical personnel and equipment
necessary for the efficient conduct of the affairs of the Fund,
including determination of the Fund's net asset value, but excluding
shareholder accounting services. Except as otherwise provided in
Section 1(d), the Manager will pay the compensation, if any, of the
officers of the Fund.
(c) The Manager, at its expense, shall place all orders for
the purchase and sale of portfolio investments for the Fund's
account with brokers or dealers selected by the Manager. In the
selection of such brokers or dealers and the placing of such orders,
the Manager shall use its best efforts to obtain for the Fund the
most favorable price and execution available, except to the extent
it may be permitted to pay higher brokerage commissions for
brokerage and research services as described below. In using its
best efforts to obtain for the Fund the most favorable price and
execution available, the Manager, bearing in mind the Fund's best
interests at all times, shall consider all factors it deems
relevant, including by way of illustration, price, the size of the
transaction, the nature of the market for the security, the amount
of the commission, the timing of the transaction taking into account
market prices and trends, the reputation, experience and financial
stability of the broker or dealer involved and the quality of
service rendered by the broker or dealer in other transactions.
Subject to such policies as the Trustees ((OF THE FUND)) may
determine, the Manager shall not be deemed to have acted unlawfully
or to have breached any duty created by this Contract or otherwise
solely by reason of its having caused the Fund to pay a broker or
dealer that provides brokerage and research services to the Manager
an amount of commission for effecting a portfolio investment
transaction in excess of the amount of commission another broker or
dealer would have charged for effecting that transaction, if the
Manager determines in good faith that such amount of commission was
reasonable in relation to the value of the brokerage and research
services provided by such broker or dealer, viewed in terms of
either that particular transaction or the Manager's overall
responsibilities with respect to the Fund and to other clients of
the Manager as to which the Manager exercises investment discretion.
The Manager agrees that in connection with purchases or sales of
portfolio investments for the Fund's account, neither the Manager or
any officer, director, employee or agent of the Manager shall act as
a principal or receive any commission other than as provided in
Section 3.
(d) The Fund will pay or reimburse the Manager for //(i)// the
compensation //of the Vice Chairman// ((IN WHOLE OR IN PART OF SUCH
OFFICERS)) of the Fund and //of// persons assisting //him in this
office, as// ((THEM AS MAY BE)) determined from time to time by the
Trustees of the Fund //, (ii) the compensation in whole or in// ((.
THE FUND WILL ALSO PAY OR REIMBURSE THE MANAGER FOR ALL OR)) part of
//such other officers of the Fund and persons assisting them as may
be determined from time to time by the Trustees of the Fund, and
(iii)// the cost of suitable office space, utilities, support
services and equipment //of the Vice Chairman// ((ATTRIBUTABLE TO
SUCH OFFICERS)) and persons //assisting him and//, as ((MAY BE))
determined //from time to time// ((IN EACH CASE)) by the Trustees of
the Fund //, all or a part of such costs attributable to the other
officers and persons assisting them whose compensation is paid in
whole or in part by the Fund//. The Fund will pay the fees, if any,
of the Trustees of the Fund.
(e) The Manager shall not be obligated to pay any expenses of
or for the Fund not expressly assumed by the Manager pursuant to
this Section 1 other than as provided in Section 3.
2. OTHER AGREEMENTS, ETC.
It is understood that any of the shareholders, Trustees,
officers and employees of the Fund may be a shareholder, director,
officer or employee of, or be otherwise interested in, the Manager,
and in any person controlled by or under common control with the
Manager, and that the Manager and any person controlled by or under
common control with the Manager may have an interest in the Fund.
It is also understood that the Manager and //persons// ((ANY
PERSON)) controlled by or under common control with the Manager have
and may have advisory, management ((,)) service or other contracts
with other organizations and persons, and may have other interests
and business.
3. COMPENSATION TO BE PAID BY THE FUND TO THE MANAGER.
The Fund will pay to the Manager as compensation for the
Manager's services rendered, for the facilities furnished and for
the expenses borne by the Manager pursuant to paragraphs (a), (b),
(c) and (e) of Section 1, a fee, computed and paid quarterly at the
annual rate of:
(a) //0.6%// ((0.65%)) of the first //$100// (($500)) million
of the average net asset value of the Fund;
(b) //0.5%// ((0.55%)) of the next //$100// (($500)) million
of such average net asset value;
(c) //0.4%// ((0.50%)) of the next //$300// (($500)) million
of such average net asset value;
(d) //0.325%// ((0.45%)) of the next //$500 million// (($5
BILLION)) of such average net asset value;
//and
(e) 0.3% of any amount over $1//
(((E) 0.425% OF THE NEXT $5 BILLION OF SUCH AVERAGE
NET ASSET VALUE ;
(F) 0.405% OF THE NEXT $5 BILLION OF SUCH AVERAGE NET ASSET
VALUE;
(G) 0.39% OF THE NEXT $5 BILLION OF SUCH AVERAGE NET ASSET
VALUE; AND
(H) 0.38% OF ANY AMOUNT THEREAFTER)).
Such average net asset value shall be determined by taking an
average of all of the determinations of such net asset value during
such quarter at the close of business on each business day during
such quarter while this Contract is in effect. Such fee shall be
payable for each fiscal quarter within 30 days after the close of
such quarter.
The fees payable by the Fund to the Manager pursuant to this
Section 3 shall be reduced by any commissions, fees, brokerage or
similar payments received by the Manager or any affiliated person of
the Manager in connection with the purchase and sale of portfolio
investments of the Fund, less any direct expenses approved by the
Trustees incurred by the Manager or any affiliated person of the
Manager in connection with obtaining such payments.
In the event that expenses of the Fund for any fiscal year
should exceed the expense limitation on investment company expenses
imposed by any statute or regulatory authority of any jurisdiction
in which shares of the Fund are qualified for offer and sale, the
compensation due the Manager for such fiscal year shall be reduced
by the amount of such excess by a reduction or refund thereof.
If the Manager shall serve for less than the whole of a
quarter, the foregoing compensation shall be prorated.
4. ASSIGNMENT TERMINATES THIS CONTRACT; AMENDMENTS OF THIS
CONTRACT.
This Contract shall automatically terminate, without the
payment of any penalty, in the event of its assignment; and this
Contract shall not be amended unless such amendment be approved at a
meeting by the affirmative vote of a majority of the outstanding
shares of the Fund, and by the vote, cast in person at a meeting
called for the purpose of voting on such approval, of a majority of
the Trustees of the Fund who are not interested persons of the Fund
or of the Manager.
5. EFFECTIVE PERIOD AND TERMINATION OF THIS CONTRACT.
This Contract shall become effective upon its execution, and
shall remain in full force and effect continuously thereafter
(unless terminated automatically as set forth in Section 4) until
terminated as follows:
(a) Either party hereto may at any time terminate this Contract
by not more than sixty days' nor less than thirty days' written
notice delivered or mailed by registered mail, postage prepaid, to
the other party, or
(b) If (i) the Trustees of the Fund or the shareholders by the
affirmative vote of a majority of the outstanding shares of the
Fund, and (ii) a majority of the Trustees of the Fund who are not
interested persons of the Fund or of the Manager, by vote cast in
person at a meeting called for the purpose of voting on such
approval, do not specifically approve at least annually the
continuance of this Contract, then this Contract shall automatically
terminate at the close of business on //January 31, 1990 or // ((THE
SECOND ANNIVERSARY OF ITS EXECUTION, OR UPON)) the expiration of one
year from the effective date of the last such continuance, whichever
is later.
Action by the Fund under (a) above may be taken either (i) by
vote of a majority of its Trustees, or (ii) by the affirmative vote
of a majority of the outstanding shares of the Fund.
Termination of this Contract pursuant to this Section 5 will be
without the payment of any penalty.
6. CERTAIN DEFINITIONS.
For the purposes of this Contract, the "affirmative vote of a
majority of the outstanding shares of the Fund" means the
affirmative vote, at a duly called and held meeting of shareholders
of the Fund, (a) of the holders of 67% or more of the shares of the
Fund present (in person or by proxy) and entitled to vote at such
meeting, if the holders of more than 50% of the outstanding shares
of the Fund entitled to vote at such meeting are present in person
or by proxy, or (b) of the holders of more than 50% of the
outstanding shares of the Fund entitled to vote at such meeting,
whichever is less.
For the purposes of this Contract, the terms "affiliated
person", "control", "interested person" and "assignment" shall have
their respective meanings defined in the Investment Company Act of
1940 (((THE "1940 ACT"))) and the Rules and Regulations thereunder,
subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission under said Act; the term
"specifically approve at least annually" shall be construed in a
manner consistent with the //Investment Company Act of// 1940
((ACT,)) and the Rules and Regulations thereunder; and the term
"brokerage and research services" shall have the meaning given in
the Securities Exchange Act of 1934 and the Rules and Regulations
thereunder.
7. NONLIABILITY OF MANAGER.
In the absence of willful misfeasance, bad faith or gross
negligence on the part of the Manager, or reckless disregard of its
obligations and duties hereunder, the Manager shall not be subject
to any liability to the Fund or to any shareholder of the Fund, for
any act or omission in the course of, or connected with, rendering
services hereunder.
8. TERMINATION OF PRIOR CONTRACT.
This Contract shall become effective as of its date, and
supersedes the Management Contract dated //November 5, 1982//
((DECEMBER 21, 1988)).
9. LIMITATION OF LIABILITY OF THE TRUSTEES ((, OFFICERS)) AND
SHAREHOLDERS.
A copy of the Agreement and Declaration of Trust of the Fund is
on file with the Secretary of ((STATE OF)) The Commonwealth of
Massachusetts, and notice is hereby given that this instrument is
executed on behalf of the Trustees of the Fund as Trustees and not
individually and that the obligations of ((OR ARISING OUT OF)) this
instrument are not binding upon any of the Trustees ((, OFFICERS))
or shareholders individually but are binding only upon the assets
and property of the Fund.
IN WITNESS WHEREOF, THE GEORGE PUTNAM FUND OF BOSTON and
//THE// PUTNAM ((INVESTMENT)) MANAGEMENT //COMPANY//, INC. have
caused this instrument to be signed in duplicate //in// ((ON)) its
behalf by its President or a Vice President thereunto duly
authorized, all as of the day and year first above written.
THE GEORGE PUTNAM FUND OF BOSTON
By: --------------------------------
//THE// PUTNAM ((INVESTMENT)) MANAGEMENT
//COMPANY//, INC.
By: --------------------------------
EXHIBIT B
MANAGEMENT FEE RATE NAME OF FUND
(BASED ON AVERAGE NET ASSETS) (NET ASSETS AS OF MARCH 29, 1996)
0.65% of the first $500 million Putnam Balanced Retirement
of average net assets, 0.55% of Fund ($504,336,866)
the next $500 million, 0.50%
of the next $500 million, 0.45%
of any excess over $1.5 billion
0.65% of the first $500 million Putnam Convertible Income-Growth
of average net assets, 0.55% Trust ($945,584,420)
of the next $500 million, 0.50%
of the next $500 million, and
0.45% of any excess over $1.5
billion
0.75% of the first $100 million Putnam Equity Income Fund
of average net assets, 0.65% of ($562,355,765)
the next $100 million, 0.55% of
the next $300 million, 0.50% of
the next $1 billion, 0.45% of the
next $1 billion, and 0.40% of any
excess over $2.5 billion
Proposed to be changed to 0.65%
of the first $500 million of
average net assets, 0.55% of the
next $500 million, 0.50% of the
next $500 million, 0.45% of the
next $5 billion, 0.425% of the
next $5 billion, 0.405% of the
next $5 billion, 0.39% of the
next $5 billion, and 0.38%
thereafter
0.65% of the first $500 million The Putnam Fund for Growth
of average net assets, 0.55% and Income
($16,450,325,286)
of the next $500 million, 0.50%
of the next $500 million, 0.45% Putnam Growth and Income Fund II
of the next $5 billion, 0.425% ($821,639,347)
of the next $5 billion, 0.405%
of the next $5 billion, 0.39% Putnam Investment Funds:
of the next $5 billion, and Putnam Balanced Fund
0.38% thereafter ($2,104,239)
PUTNAMINVESTMENTS
THE PUTNAM FUNDS
One Post Office Square
Boston, Massachusetts 02109
Toll-free 1-800-225-1581
PUTNAMINVESTMENTS
THIS IS YOUR PROXY CARD.
PLEASE VOTE THIS PROXY, SIGN IT BELOW, AND RETURN IT PROMPTLY IN THE
ENVELOPE PROVIDED. YOUR VOTE IS IMPORTANT.
HAS YOUR ADDRESS CHANGED?
Please use this form to notify us of any change in address or
telephone number or to provide us with your comments. Detach this
form from the proxy ballot and return it with your signed proxy in
the enclosed envelope.
Street
- --------------------------------------------------------------------
City State Zip
- --------------------------------------------------------------------
Telephone
- -------------------------------------------------------------------
DO YOU HAVE ANY COMMENTS?
- --------------------------------------------------------------------
- --------------------------------------------------------------------
DEAR SHAREHOLDER:
Your vote is important. Please help us to eliminate the expense of
follow-up mailings by signing and returning this proxy as soon as
possible. A postage-paid envelope is enclosed for your convenience.
THANK YOU!
PLE ASE FOLD AT PERFORATION BEFORE DETACHING
- --------------------------------------------------------------------
Proxy for a meeting of shareholders, July 11, 1996, for THE
GEORGE PUTNAM FUND OF BOSTON.
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF THE FUND.
The undersigned shareholder hereby appoints George Putnam, Hans H.
Estin, and Robert E. Patterson, and each of them separately,
proxies, with power of substitution, and hereby authorizes them to
represent and to vote, as designated below, at the meeting of
shareholders of The George Putnam Fund of Boston on July 11, 1996,
at 2:00 p.m., Boston time, and at any adjournments thereof, all of
the shares of the fund that the undersigned shareholder would be
entitled to vote if personally present.
IF YOU COMPLETE AND SIGN THE PROXY, WE'LL VOTE IT EXACTLY AS YOU
TELL US. IF YOU SIMPLY SIGN THE PROXY, IT WILL BE VOTED FOR
ELECTING TRUSTEES AS SET FORTH IN PROPOSAL 1 AND FOR PROPOSALS 2,
3 AND 4A.-O . IN THEIR DISCRETION, THE PROXIES WILL
ALSO BE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS THAT MAY COME
BEFORE THE MEETING.
NOTE:If you have questions on any of the proposals, please call
1-800-225-1581.
PLEASE BE SURE TO SIGN AND DATE THIS PROXY.
Please sign your name exactly as it appears on this card. If you
are a joint owner, each of you should sign. When signing as
executor, administrator, attorney, trustee, or guardian, or as
custodian for a minor, please give your full title as such. If you
are signing for a corporation, please sign the full corporate name
and indicate the signer's office. If you are a partner, sign in the
partnership name.
- --------------------------------------------------------------------
Shareholder sign here Date
- --------------------------------------------------------------------
Co-owner sign here Date
PLEASE FOLD AT PERFORATION BEFORE DETACHING
- --------------------------------------------------------------------
THE TRUSTEES RECOMMEND A VOTE FOR ELECTING ALL OF THE NOMINEES FOR
TRUSTEES AND FOR THE PROPOSALS LISTED BELOW:
PLEASE MARK YOUR CHOICES / X / IN BLUE OR BLACK INK
1. PROPOSAL TO ELECT TRUSTEES
The nominees for Trustees are: J.A. Baxter, H.H. Estin, J.A.
Hill, E.T. Kennan, L.J. Lasser, R.E. Patterson, D.S. Perkins,
W.F. Pounds, G. Putnam, G. Putnam, III, E. Shapiro, A.J.C.
Smith, W.N. Thorndike.
TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE
NOMINEES, WRITE THOSE NOMINEES' NAMES BELOW:
--------------------------------------------------------------
/ / FOR electing all the nominees
(EXCEPT AS MARKED TO THE CONTRARY BELOW.)
/ / WITHHOLD authority to vote for all
nominees
-------------------------------------------------------------
PROPOSAL TO:
2. RATIFY THE SELECTION FOR AGAINST
ABSTAIN
OF PRICE WATERHOUSE / / / / / /
LLP AS INDEPENDENT
AUDITORS.
3. APPROVE A NEW FOR AGAINST ABSTAIN
MANAGEMENT CONTRACT / / / / / /
INCREASING THE FEES
PAYABLE TO PUTNAM
INVESTMENT MANAGEMENT, INC.
4.A. AMEND THE FUND'S FOR AGAINST ABSTAIN
AGREEMENT AND / / / / / /
DECLARATION OF TRUST
WITH RESPECT TO THE
FUND'S PERMITTED
INVESTMENTS.
4.B. AMEND THE FUND'S FOR AGAINST ABSTAIN
AGREEMENT AND / / / / / /
DECLARATION OF TRUST
WITH RESPECT TO
DIVERSIFICATION OF
INVESTMENTS.
4.C. AMEND THE FUND'S FOR AGAINST
ABSTAIN
AGREEMENT AND / / / / / /
DECLARATION OF TRUST
WITH RESPECT TO
INVESTMENTS IN ISSUERS
THAT HAVE BEEN IN
OPERATION FOR LESS THAN
THREE YEARS.
4.D. AMEND THE FUND'S FOR AGAINST
ABSTAIN
AGREEMENT AND / / / / / /
DECLARATION OF TRUST
WITH RESPECT TO THE
PURCHASE OF CERTAIN
ILLIQUID SECURITIES.
4.E. AMEND THE FUND'S FOR AGAINST
ABSTAIN
AGREEMENT AND / / / / / /
DECLARATION OF TRUST
WITH RESPECT TO
INVESTMENTS IN
SECURITIES OF ISSUERS
IN WHICH MANAGEMENT OF
THE FUND OR PUTNAM
INVESTMENT MANAGEMENT , INC.
OWNS SECURITIES.
4.F. AMEND THE FUND'S FOR AGAINST
ABSTAIN
AGREEMENT AND / / / / / /
DECLARATION OF TRUST
WITH RESPECT TO OWNING
10% OF THE SECURITIES
OF A SINGLE ISSUER.
4.G. AMEND THE FUND'S FOR AGAINST
ABSTAIN
FUNDAMENTAL / / / / / /
INVESTMENT RESTRICTIONS
WITH RESPECT TO
INVESTMENTS IN REAL
ESTATE.
4.H. AMEND THE FUND'S FOR AGAINST
ABSTAIN
AGREEMENT AND / / / / / /
DECLARATION OF TRUST
WITH RESPECT TO MARGIN
TRANSACTIONS.
4.I. AMEND THE FUND'S FOR AGAINST
ABSTAIN
FUNDAMENTAL INVESTMENT / / /
/ / /
RESTRICTION WITH RESPECT
TO MAKING LOANS BY
PURCHASING SECURITIES.
4.J. AMEND THE FUND'S FOR AGAINST
ABSTAIN
AGREEMENT AND / / / / / /
DECLARATION OF TRUST
WITH RESPECT TO MAKING
LOANS THROUGH REPURCHASE
AGREEMENTS AND SECURITIES
LOANS.
4.K. AMEND THE FUND'S FOR AGAINST
ABSTAIN
FUNDAMENTAL INVESTMENT / / /
/ / /
RESTRICTION WITH RESPECT
TO CONCENTRATION OF ASSETS.
4.L. AMEND THE FUND'S FOR AGAINST ABSTAIN
AGREEMENT AND DECLARATION / / / / / /
OF TRUST WITH RESPECT TO
PLEDGING ASSETS.
4.M. AMEND THE FUND'S FOR AGAINST ABSTAIN
AGREEMENT AND DECLARATION / / / / / /
OF TRUST AND THE FUND'S
FUNDAMENTAL INVESTMENT
RESTRICTION WITH RESPECT
TO BORROWING.
4.N. AMEND THE FUND'S FOR AGAINST ABSTAIN
AGREEMENT AND DECLARATION / / / / / /
OF TRUST AND ELIMINATE
THE FUNDS'S FUNDAMENTAL
INVESTMENT RESTRICTIONS
WITH RESPECT TO SHORT SALES.
4.O. ELIMINATE THE FUND'S FOR AGAINST ABSTAIN
FUNDAMENTAL INVESTMENT / / / / / /
RESTRICTION PROHIBITING
THE FUND FROM INVESTING IN
INVESTMENT COMPANIES IF
PROHIBITED BY GERMAN LAW.provider, Investors Way, Norwood, MA 02062-9105.
Exhibit A
THE PUTNAM FUNDS
Board Policy and Nominating Committee Charter
* This Committee reviews matters pertaining to the operations of the
Board of Trustees and its Committees and the conduct of legal affairs
for the Funds. The Committee evaluates and recommends all candidates for
election as Trustees and recommends the appointment of members and
chairs of each board committee. The Committee also reviews policy
matters affecting the operation of the Board and its independent staff
and make recommendations to the Board as appropriate. The Committee also
oversees the voting of proxies associated with portfolio investments of
The Putnam Funds with the goal of ensuring that these proxies are voted
in the best interest of the Funds' shareholders. The Committee is
comprised exclusively of Independent Trustees.
Exhibit B
Current Fundamental Investment Restrictions with Respect to Borrowing
Putnam Asset Allocations: Balanced Portfolio
Putnam Asset Allocation: Conservative Portfolio
Putnam Asset Allocation: Growth Portfolio
Putnam Capital Appreciation Fund
Putnam Classic Equity Fund
Putnam Discovery Growth Fund
Putnam Equity Income Fund
Putnam Europe Equity Fund
The George Putnam Fund
Putnam Global Income Trust
The Putnam Fund for Growth and Income
Putnam Growth Opportunities Fund
Putnam Health Sciences Fund
Putnam International Capital Opportunities Fund
Putnam International Equity Fund
Putnam International Growth and Income Fund
Putnam International New Opportunities Fund
Putnam New Opportunities Fund
Putnam New Value Fund
Putnam OTC & Emerging Growth Fund
Putnam Research Fund
Putnam Utilities Growth and Income Fund
"The fund may not. . . [b]orrow money in excess of 10% of the value (taken
at the lower of cost or current value) of the fund's total assets (not
including the amount borrowed) at the time the borrowing is made, and then
only from banks as a temporary measure to facilitate the meeting of
redemption requests (not for leverage) which might otherwise require the
untimely disposition of portfolio investments or for extraordinary or
emergency purposes. Such borrowings will be repaid before any additional
investments are purchased.
Putnam Voyager Fund:
"The fund may not. . . [b]orrow more than 50% of the value of its total
assets (excluding borrowings and stock index futures contracts and call
options on stock index futures contracts and stock indices) less
liabilities other than borrowings and stock index futures contracts and
call options on stock index futures and stock indices.
Putnam Vista Fund:
"The fund may not. . . [b]orrow money in excess of 5% of its net assets
(taken at current value) and then only as a temporary measure for
extraordinary or emergency reasons and not for investment purposes. (The
fund may borrow only from banks and immediately after any such borrowings
there must be an asset coverage (total assets of the fund including the
amount borrowed less liabilities other than borrowings) of at least 300% of
the amount of all borrowings. In the event that, due to market decline or
other reasons, such asset coverage should at any time fall below 300%, the
fund is required within three days not including Sundays and holidays to
reduce the amount of its borrowings to the extent necessary to cause the
asset coverage of such borrowings to be at least 300%. If this should
happen, the fund may have to sell securities at a time when it would be
disadvantageous to do so.)
Putnam Global Equity Fund:
"The fund may not [b]orrow money in excess of 10% of its gross assets
(taken at cost) and then only as a temporary measure for extraordinary or
emergency reasons and not for investment. (The fund may borrow only from
banks and immediately after any such borrowings there must be an asset
coverage (total assets of the fund including the amount borrowed less
liabilities other than such borrowings) of at least 300% of the amount of
all borrowings. In the event that, due to market decline or other reasons,
such asset coverage should at any time fall below 300%, the fund is
required within three days not including Sundays and holidays to reduce the
amount of its borrowings to the extent necessary to cause the asset
coverage of such borrowings to be at least 300%. If this should happen, the
fund may have to sell securities at a time when it would be disadvantageous
to do so.)
Putnam Money Market Fund:
"The fund may not. . . [b]orrow money in excess of one-third of the value
(taken at the lower of cost or current value) of its total assets (not
including the amount borrowed) at the time the borrowing is made, and then
only as a temporary measure to facilitate the meeting of redemption
requests (not for leverage) which might otherwise require the untimely
disposition of portfolio investments or for extraordinary or emergency
purposes. Such borrowings will be repaid before any additional investments
are made. Interest paid on such borrowings would reduce the yield on the
fund's investments."
Putnam Global Natural Resources Fund:
"The fund may not. . . [b]orrow money, except for temporary or emergency
purposes and then in an amount not in excess of 5% of the market value of
its total assets (not including the amount borrowed)."
Putnam Convertible Income-Growth Trust:
"The fund may not. . . [b]orrow money in excess of 5% of its net assets
(taken at the lower of cost or current value) and then only from banks as a
temporary measure for extraordinary or emergency reasons and not for
investment purposes."
Exhibit C
Current Fundamental Investment Restrictions with Respect to
Diversification of Investments
Putnam Discovery Growth Fund
Putnam Equity Income Fund
Putnam Europe Equity Fund
The George Putnam Fund of Boston
Putnam Global Equity Fund
Putnam Global Natural Resources Fund
The Putnam Fund for Growth and Income
Putnam International Equity Fund
Putnam Investors Fund
Putnam New Opportunities Fund
Putnam OTC & Emerging Growth Fund
Putnam Utilities Growth and Income Fund
Putnam Vista Fund
Putnam Voyager Fund
"The fund may not. . . [w]ith respect to 75% of its total assets, invest
in securities of any issuer if, immediately after such investment, more
than 5% of the total assets of the fund (taken at current value) would
be invested in the securities of such issuer; provided that this
limitation does not apply to obligations issued or guaranteed as to
interest or principal by the U.S. government or its agencies or
instrumentalities."
Putnam Capital Opportunities Fund
Putnam Classic Equity Fund
Putnam Growth Opportunities Fund
Putnam International Capital Opportunities Fund
Putnam International New Opportunities Fund
Putnam Mid Cap Value Fund
Putnam New Value Fund
Putnam Research Fund
Putnam Small Cap Growth Fund
Putnam Small Cap Value Fund
"The fund may not. . . [w]ith respect to 75% of its total assets, invest
in securities of any issuer if, immediately after such investment, more
than 5% of the total assets of the fund (taken at current value) would
be invested in the securities of such issuer; provided that this
limitation does not apply to obligations issued or guaranteed as to
interest or principal by the U.S. government or its political
subdivisions."
Putnam Asset Allocation: Balanced Portfolio, Putnam Asset Allocation:
Conservative Portfolio, and Putnam Asset Allocation: Growth Portfolio:
"The fund may not. . . [w]ith respect to 75% of its total assets, invest
in the securities of any issuer if, immediately after such investment,
more than 5% of the total assets of the fund (taken at current value)
would be invested in the securities of such issuer; provided that this
limitation does not apply to obligations issued or guaranteed as to
interest and principal by the U.S. government or its agencies or
instrumentalities."
Putnam Health Sciences Trust:
"The fund may not. . . [w]ith respect to 50% of its total assets, invest
in securities of any issuer if, immediately after such investment, more
than 5% of the total assets of the fund (taken at current value) would
be invested in the securities of such issuer; provided that this
limitation does not apply to obligations issued or guaranteed as to
interest or principal by the U.S. government or its agencies or
instrumentalities."
Exhibit D
Current Provisions of Agreements and Declarations of Trust with Respect to
Redemptions of Fund Shares
Putnam Convertible Income-Growth Trust, Putnam Equity Income Fund, Putnam
Global Equity Fund, Putnam Global Natural Resources Fund, Putnam Health
Sciences Trust, Putnam International Equity Fund, Putnam Investors Fund,
Putnam OTC & Emerging Growth Fund, Putnam Vista Fund and Putnam Voyager
Fund:
Article VI
Distributions, Redemptions and Repurchases
Redemption and Repurchases
Section 2. The Trust shall purchase such Shares as are offered by any
Shareholder for redemption, upon the presentation of any certificate for
the Shares to be purchased, a proper instrument of transfer and a
request directed to the Trust or a person designated by the Trust that
the Trust purchase such Shares, or in accordance with such other
procedures for redemption as the Trustees may from time to time
authorize; and the Trust will pay therefor the net asset value thereof,
as next determined in accordance with the Bylaws. Payment for said
Shares shall be made by the Trust to the Shareholder within seven days
after the date on which the request is made. The obligation set forth in
this Section 2 is subject to the provision that in the event that any
time the New York Stock Exchange is closed for other than customary
weekends or holidays, or, if permitted by the rules of the [Securities
and Exchange Commission], during periods when trading on the Exchange is
restricted or during any emergency which makes it impractical for the
Trust to dispose of its investments or to determine fairly the value of
its net assets, or during any other period permitted by order of the
[Securities and Exchange Commission] for the protection of investors,
such obligation may be suspended or postponed by the Trustees. The Trust
may also purchase or repurchase Shares at a price not exceeding the net
asset value of such Shares in effect when the purchase or repurchase or
any contract to purchase or repurchase is made.
Putnam Asset Allocation: Growth Portfolio, Putnam Asset Allocation:
Balanced Portfolio, Putnam Asset Allocation: Conservative Portfolio,
Putnam Capital Opportunities Fund, Putnam Classic Equity Fund, Putnam
Discovery Growth Fund, Putnam Europe Equity Fund, Putnam Growth
Opportunities Fund, Putnam International Capital Opportunities Fund,
Putnam International Growth and Income Fund, Putnam International New
Opportunities Fund, Putnam Mid Cap Value Fund, Putnam New Opportunities
Fund, Putnam New Value Fund, Putnam Research Fund, Putnam Small Cap
Growth Fund, Putnam Small Cap Value Fund and Putnam Utilities Growth and
Income Fund:
Article VI
Distributions, Redemptions and Repurchases
Redemption and Repurchases
Section 2. The Trust shall purchase such Shares as are offered by any
Shareholder for redemption, upon the presentation of any certificate for
the Shares to be purchased, a proper instrument of transfer and a
request directed to the Trust or a person designated by the Trust that
the Trust purchase such Shares, or in accordance with such other
procedures for redemption as the Trustees may from time to time
authorize; and the Trust will pay therefor the net asset value thereof,
as next determined in accordance with the Bylaws, less any redemption
charge fixed by the Trustees. Payment for said Shares shall be made by
the Trust to the Shareholder within seven days after the date on which
the request is made. The obligation set forth in this Section 2 is
subject to the provision that in the event that any time the New York
Stock Exchange is closed for other than customary weekends or holidays,
or, if permitted by the rules of the [Securities and Exchange
Commission], during periods when trading on the Exchange is restricted
or during any emergency which makes it impractical for the Trust to
dispose of its investments or to determine fairly the value of its net
assets, or during any other period permitted by order of the [Securities
and Exchange Commission] for the protection of investors, such
obligation may be suspended or postponed by the Trustees. The Trust may
also purchase or repurchase Shares at a price not exceeding the net
asset value of such Shares in effect when the purchase or repurchase or
any contract to purchase or repurchase is made.
The George Putnam Fund of Boston:
Article IV
Rights and Privileges of Beneficiaries
Right to Sell Shares to Trust
Section 4. The Trust shall purchase such shares as are offered by any
beneficiary for redemption, upon the presentation of the certificate or
certificates therefore, if any, to the Trust or to the Transfer Agent,
duly endorsed or accompanied by a proper instrument of transfer,
together with a request that the Trust purchase the shares represented
thereby; and the Trust will pay therefor in cash the liquidating value
of the shares so presented determined as of such time as the Trustees
may from time to time specify, subject to any applicable rule of the
Securities and Exchange Commission adopted under the Investment Company
Act of 1940.
For the protection of the remaining beneficiaries the Trustees reserve
the right to demand not more than seven (7) full business days' written
notice of the request to purchase such shares at such liquidating value,
which period may be extended by the Trustees for such time as the New
York Stock Exchange may at any time be closed for business or open upon
a restricted basis, all under such reasonable rules and regulations as
may be determined by the Trustees from time to time.
The Putnam Fund for Growth and Income:
Article IV
Rights and Privileges of Beneficiaries
Right to Sell Shares to Trust
Section 4. The Trust shall purchase such shares as are offered by any
beneficiary for redemption, upon the presentation of the certificate or
certificates therefore, if any, to the Trust or to the Transfer Agent,
duly endorsed or accompanied by a proper instrument of transfer,
together with a request that the Trust purchase the shares represented
thereby; and the Trust will pay therefor in cash the net asset value of
the shares so presented determined as of such time as the Trustees may
from time to time specify, subject to any applicable rule of the
Securities and Exchange Commission adopted under the Investment Company
Act of 1940.
For the protection of the remaining beneficiaries the Trustees reserve
the right to demand not more than seven (7) days' written notice of the
request to purchase such shares at such net asset value, which period
may be extended by the Trustees for such times as the New York Stock
Exchange may at any time be closed for business other than customary
week-end and holiday closings or open upon a restricted basis, all under
such reasonable rules and regulations as may be determined by the
Trustees from time to time.
EXHIBIT E
LITIGATION
1. The plaintiff named below alleges that the defendants engaged in, or
allowed others to engage in, activities that took advantage of the way
mutual fund shares are priced in exchange for investments that benefited
the managers and advisers of the funds, but which harmed investors and the
funds themselves. The plaintiff's complaint sets forth violations of
[SECTION] 36 of the 1940 Act, [SECTION] 206 of the Investment Advisers Act,
[SECTION] 10(b) and [SECTION] 20(a) of the 1934 Act, breach of fiduciary
duty, and civil conspiracy. The plaintiff seeks declaratory relief,
damages, pre and post judgment interest, and attorney's fees and costs.
Case Name Defendants Court Date Instituted
- -------------------------------------------------------------------------------
Gladys Baker Putnam Management 1 United States April 5, 2004
(derivatively on Omid Kamshad District Court
behalf of the Putnam Justin Scott for the District
Fund for Putnam Trustees 2 of Delaware
Growth and Income, Putnam Funds 3
Putnam Europe (nominal)
Equity Fund, and
Putnam Funds)
v. Putnam Investment
Management LLC, et al.
- -------------------------------------------------------------------------------
2. The plaintiffs named below allege that the defendants engaged in,
permitted, and/or failed to prevent market timing and short-term trading in
the Putnam Funds. Plaintiffs generally claim violations of [SECTION] 36 of
the Investment Company Act of 1940, [SECTION] 206 of the Investment
Advisers Act, [SECTION] 10(b) of the Exchange Act and Rule 10b-5, [SECTION]
20(a) of the Exchange Act, breach of fiduciary duty, aiding and abetting
breach of fiduciary duty, and civil conspiracy. The plaintiffs generally
seek injunctive relief including removal of the current Trustees and fund
managers, disgorgement of profits, monetary damages, punitive damages, and
attorney's fees and costs.
Case Name Defendants Court Date Instituted
- -------------------------------------------------------------------------------
Joanne S. Baseman Putnam Management United States Dec. 16, 2003
(derivatively on behalf Omid Kamshad District Court
of Putnam International Justin Scott for the District
Equity Fund and the William Woolverton of Maryland
Putnam Funds) Putnam Trustees
v. Putnam Investment Putnam Funds
Management, Inc., et al. (nominal)
- -------------------------------------------------------------------------------
John K. Clement Putnam Management United States Nov. 26, 2003
(derivatively on behalf Omid Kamshad District Court
of several individual Justin Scott for the District
funds and the William Woolverton of Maryland
Putnam Funds) Putnam Trustees
v. Putnam Investment Putnam Funds
Management Inc., et al. (nominal)
- -------------------------------------------------------------------------------
Simon J. Denenberg Putnam Management United States Jan. 30, 2004
(derivatively on behalf Omid Kamshad District Court
of the Putnam U.S. Justin Scott for the District
Government Income William Woolverton of Maryland
Trust and the Putnam Putnam Trustees
Funds) v. Putnam Putnam Funds
Investment Management, (nominal)
Inc., et al.
- -------------------------------------------------------------------------------
Diane Hutto and Putnam Management United States Nov. 12, 2003
Dina Rozenbaum Putnam Trustees District Court
(derivative on behalf Justin M. Scott for the District
of several individual Omid Kamshad of Maryland
funds and the Putnam Certain officers of
Funds) v. Putnam, LLC, the Putnam Funds and
et. al. Putnam Management
John Does 1-100
Putnam Funds
(nominal)
- -------------------------------------------------------------------------------
Seth B. Marks (derivative Putnam Management United States Dec. 3, 2003
on behalf of several Putnam Trustees District Court
individual funds and the Justin M. Scott for the District
Putnam Funds) Omid Kamshad of Maryland
v. Putnam, LLC, et. al. Certain officers of
the Putnam Funds and
Putnam Management
John Does 1-100
Putnam Funds
(nominal)
- -------------------------------------------------------------------------------
Cynthia Puleo (derivative Putnam Management United States Dec. 16, 2003
on behalf of several Putnam Trustees District Court
individual funds and the Justin M. Scott for the District
Putnam Funds) Omid Kamshad of Maryland
v. Putnam, LLC, et al. Certain officers of
the Putnam Funds and
Putnam Management
John Does 1-100
Putnam Funds
(nominal)
- -------------------------------------------------------------------------------
Edward L. Segel Putnam Management United States Jan. 23, 2004
(derivative on behalf Putnam Trustees District Court
of individual fund Omid Kamshad for the District
and the Putnam Funds) Justin Scott of Maryland
v. Putnam, LLC, et al. William Woolverton
Putnam Funds
(nominal)
- -------------------------------------------------------------------------------
Zachary Alan Starr Putnam Management United States Nov. 6, 2003
(derivative on behalf Putnam Trustees District Court
of Putnam International Omid Kamshad for the District
Equity Fund and the Justin M. Scott of Maryland
Putnam Funds) Putnam Funds
v. Putnam Investment (nominal)
Management, et al.
- -------------------------------------------------------------------------------
3. The plaintiffs named below allege that the defendants failed to
properly disclose that select customers were allowed to engage in late
trading or time their mutual fund trades. The plaintiffs generally claim
of breach of fiduciary duty, abuse of control, gross mismanagement, waste
of corporate assets, unjust enrichment. The plaintiffs seek damages,
equitable and/or injunctive relief, restitution, and attorney's fees and
costs.
Case Name Defendants Court Date Instituted
- -------------------------------------------------------------------------------
Leon Brazin Putnam Trustees Superior Court March 15, 2004
(derivatively on behalf Putnam Management of Suffolk County,
of Putnam Vista Fund) Putnam Vista Fund MA; Stipulation
v. John A. Hill, et al. (nominal) agreeing to
Certain officers of removal and
the Putnam Funds and transfer to
Putnam Management United States
District Court
for the District
of Maryland
executed on
April 23, 2004
- -------------------------------------------------------------------------------
Peter Kavaler Putnam Trustees Superior Court March 15, 2004
(derivatively on behalf Putnam Management of Suffolk County,
of Putnam Income Putnam Income Fund MA; Stipulation
Fund) v. John A. Hill, (nominal) agreeing to
et al. Certain officers of removal and
the Putnam Funds and transfer to
Putnam Management United States
District Court
for the District
of Maryland
executed on
April 23, 2004
- -------------------------------------------------------------------------------
Todd Klein (derivatively Putnam Trustees United States Jan. 27, 2004
on behalf of Putnam Putnam Management District Court
Global Equity Fund) Putnam Global Equity for the District
v. Hill, et al. Fund (nominal) of Maryland
Certain officers of
the Putnam Funds and
Putnam Management
- -------------------------------------------------------------------------------
Steven Wiegand Putnam Trustees United States Jan. 27, 2004
(derivatively on behalf Putnam Management District Court
of Putnam Classic Putnam Classic for the District
Equity Fund) Equity Fund of Maryland
v. Hill et al. (nominal)
Certain officers of
the Putnam Funds and
Putnam Management
- -------------------------------------------------------------------------------
4. The plaintiff named below alleges that defendants failed to prevent the
disclosure of confidential information concerning the identity of
securities, the practice of late trading by selected investors,
time-trading by selected investors and insider trading by directors,
officers and/or employees of the defendants. The plaintiff claims breach of
fiduciary duty.
Case Name Defendants Court Date Instituted
- -------------------------------------------------------------------------------
Stern (derivative on Putnam Funds Supreme Court December 17, 2003
behalf of Marsh & Putnam Management of the State
McLennan) v. Greenberg, Jeffrey Greenberg of New York
et. al, Mathis Cabaillavetta
Marsh Directors 4
Lawrence Lasser
- -------------------------------------------------------------------------------
1 "Putnam Management" includes Putnam Investments Trust, Putnam Investment
Management, Putnam Investment Management, LLC, Putnam, LLC, and/or Marsh &
McLennan Companies, Inc.
2 The 13 Putnam Trustees include current Trustees Jameson Adkins Baxter,
Charles B. Curtis, John A. Hill, Ronald J. Jackson, Paul L. Joskow,
Elizabeth T. Kennan, John H. Mullin, III, Robert E. Patterson, George
Putnam, III, A.J. Smith and W. Thomas Stephens, and former Trustees W.
Nicholas Thorndike and Lawrence J. Lasser.
3 "Putnam Funds" includes any and/or all registered investment companies
managed by Putnam Management.
4 The Directors of Marsh & McLennan Companies, Inc. are Charles Davis,
Lewis Bernard, Peter Coster, Robert Ebruru, Oscar Fanjul, Ray Groves,
Stephen Hardis, Gwendolyn King, Lord Lang of Monkton, David Olsen, Morton
Shapiro, Adele Simmons, and A.J. Smith.
PUTNAM INVESTMENTS
The Putnam Funds
One Post Office Square
Boston, Massachusetts 02109
Toll-free 1-800-225-1581 216581 8/04
PUTNAM INVESTMENTS
P.O. BOX 9132
HINGHAM, MA 02043-9132
To vote by Telephone
1) Read the Proxy Statement and have the proxy card at hand.
2) Call 1-888-221-0697.
3) Follow the automated telephone directions.
4) There is no need for you to return your proxy card.
To vote by Internet
1) Read the Proxy Statement and have the proxy card at hand.
2) Go to https://www.proxyweb.com/Putnam
3) Follow the instructions on the site.
4) There is no need for you to return your proxy card.
To vote by Mail
1) Read the Proxy Statement.
2) Check one of the appropriate boxes on the reverse side.
3) Sign and date the proxy card.
4) Return the proxy card in the envelope provided.
This is your PROXY CARD.
This proxy is solicited on behalf of the Trustees of the Fund.
Proxy for a meeting of shareholders to be held on November 11, 2004.
FUND NAME PRINTS HERE
FUND NAME PRINTS HERE
The undersigned shareholder hereby appoints John A. Hill and Robert E.
Patterson, and each of them separately, Proxies, with power of
substitution, and hereby authorizes them to represent such shareholder
and to vote, as designated on the reverse side, at the meeting of
shareholders of the above referenced Fund on November 11, 2004 at 11:00
a.m., Boston time, and at any adjournments thereof, all of the shares of
the fund that the undersigned shareholder would be entitled to vote if
personally present.
The Proxies are authorized to vote in their discretion upon any matters
as may properly come before the meeting or at any adjournments of the
meeting. If you simply sign the proxy or fail to provide your voting
instructions on a proposal, the Proxies will vote in the same manner as
the Trustees recommend.
PLEASE BE SURE TO SIGN AND DATE THIS PROXY.
- -------------------------------------------
Shareholder/Co-owner sign(s) here Date
Please sign your name exactly as it appears on this card. If you are a
joint owner, each owner should sign. When signing as executor,
administrator, attorney, trustee, or guardian, or as custodian for a minor,
please give your full title as such. If you are signing for a corporation,
please sign the full corporate name and indicate the signer's office. If
you are a partner, sign in the partnership name.
Equity 1 - dh
REFER TO PAGES ______ IN YOUR PROXY STATEMENT TO DETERMINE WHICH
PROPOSALS ARE APPLICABLE TO YOUR FUND(S).
THE TRUSTEES RECOMMEND A VOTE FOR ALL PROPOSALS:
Please fill in box(es) as shown using black or blue ink or number 2
pencil. X
PLEASE DO NOT USE FINE POINT PENS.
1. Proposal to elect all nominees.
The nominees for Trustees are: (01) J.A. Baxter, (02) C.B. Curtis, (03)
M.R. Drucker, (04) C.E. Haldeman, Jr., (05) J.A. Hill, (06) R.J. Jackson,
(07) P.L. Joskow, (08) E.T. Kennan, (09) J.H. Mullin, III, (10) R.E.
Patterson, (11) G. Putnam, III, (12) A.J.C. Smith, (13) W.T. Stephens and
(14) R.B. Worley
- ------------------------------------------------------------------------
To withhold authority to vote for one or more of the nominees, write the
number(s) of the nominee(s) above.
FOR electing all the nominees (except as marked to the contrary at left)
WITHHOLD authority to vote for all nominees
2A. Approving an amendment to the fund's fundamental investment
restriction with respect to borrowing.
FOR AGAINST ABSTAIN
2B. Approving an amendment to the fund's fundamental investment
restriction with respect to making loans.
FOR AGAINST ABSTAIN
2C. Approving an amendment to the fund's fundamental investment
restriction with respect to diversification of investments.
FOR AGAINST ABSTAIN
2D. Approving an amendment to the fund's fundamental investment
restriction with respect to issuance of senior securities.
FOR AGAINST ABSTAIN
2E. Approving an amendment to Putnam Equity Income Fund's investment
objective.
FOR AGAINST ABSTAIN
3. Approving an amendment to the fund's Agreement and Declaration of Trust.
FOR AGAINST ABSTAIN
Note: If you have any questions on the proposals, please call
1-800-225-1581.
PLEASE SIGN AND DATE ON THE REVERSE SIDE.
Equity 1- dh
PUTNAM INVESTMENTS
EzVote Consolidated Proxy Card
The top half of this form is your EzVote Consolidated Proxy. It reflects
all of your accounts registered to the same Social Security or Tax I.D.
number at this address. By voting and signing the Consolidated Proxy
Card, you are voting all of these accounts in the same manner as
indicated on the reverse side of the form.
PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD NOVEMBER 11,
2004
This Proxy is solicited on behalf of the Trustees of the Fund.
The undersigned shareholder hereby appoints John A. Hill and Robert E.
Patterson, and each of them separately, Proxies, with power of
substitution, and hereby authorizes them to represent such shareholder
and to vote, as designated on the reverse side, at the meeting of
shareholders of the open-end Putnam funds noted thereon on November 11,
2004 at 11:00 a.m., Boston time, and at any adjournments thereof, all of
the shares of the fund that the undersigned shareholder would be
entitled to vote if personally present.
The Proxies are authorized to vote in their discretion upon any matters
as may properly come before the meeting or at any adjournments of the
meeting. If you simply sign the proxy or fail to provide your voting
instructions on a proposal, the Proxies will vote in the same manner as
the Trustees recommend
PLEASE BE SURE TO SIGN AND DATE THIS PROXY.
- -------------------------------------------
Shareholder/Co-owner sign(s) here Date
Please sign your name exactly as it appears on this card. If you are a
joint owner, each owner should sign. When signing as executor,
administrator, attorney, trustee, or guardian, or as custodian for a minor,
please give your full title as such.
If you are signing for a corporation, please sign the full corporate name
and indicate the signer's office. If you are a partner, sign in the
partnership name.
Equity 1 EZ - dh
DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW
Your vote is important. For your convenience, you can vote your Proxy in
any of these three ways:
1
TELEPHONE
Call us toll-free at 1-888-221-0697
* Follow the automated telephone direction.
* There is no need for you to return your proxy card.
2
INTERNET
Go to https://www.proxyweb.com/Putnam
* Follow the instructions on the site.
* There is no need for you to return your proxy card.
3
MAIL
Mail in the proxy card.
* Please sign and date your proxy card.
* Detach the card from this proxy form.
* Return the card in the postage-paid envelope provided.
INDIVIDUAL BALLOTS
On the reverse side of this form (and on accompanying pages, if
necessary) you will find individual ballots, one for each of
your accounts. If you would wish to vote each of these accounts
separately, sign in the signature box below, mark each individual ballot
to indicate your vote, detach the form at the perforation above and
return the individual ballots portion only.
NOTE: If you elect to vote each account separately, do
not return the Consolidated Proxy Card above.
SIGN BELOW ONLY IF YOU ARE VOTING EACH
ACCOUNT SEPARATELY.
- -------------------------------------------
Shareholder/Co-owner sign(s) here Date
Please sign your name exactly as it appears on this card. If you are a
joint owner, each owner should sign. When signing as executor,
administrator, attorney, trustee, or guardian, or as custodian for a minor,
please give your full title as such.
If you are signing for a corporation, please sign the full corporate name
and indicate the signer's office. If you are a partner, sign in the
partnership name.
Equity 1 IND - dh
REFER TO PAGES ______ IN YOUR PROXY STATEMENT TO DETERMINE WHICH
PROPOSALS ARE APPLICABLE TO YOUR FUND(S).
EzVote Consolidated Proxy Card
THE TRUSTEES RECOMMEND A VOTE FOR ALL PROPOSALS:
Please fill in box(es) as shown using black or blue ink or number 2
pencil. X
PLEASE DO NOT USE FINE POINT PENS.
1. Proposal to elect all nominees.
The nominees for Trustees are: (01) J.A. Baxter, (02) C.B. Curtis, (03)
M.R. Drucker, (04) C.E. Haldeman, Jr., (05) J.A. Hill, (06) R.J. Jackson,
(07) P.L. Joskow, (08) E.T. Kennan, (09) J.H. Mullin, III, (10) R.E.
Patterson, (11) G. Putnam, III, (12) A.J.C. Smith, (13) W.T. Stephens and
(14) R.B. Worley
To withhold authority to vote for one or more of the nominees, write the
number(s) of the nominee(s) above.
FOR electing all the nominees (except as marked to the contrary at left)
WITHHOLD authority to vote for all nominees
2A. Approving an amendment to the fund's fundamental investment
restriction with respect to borrowing.
FOR AGAINST ABSTAIN
2B. Approving an amendment to the fund's fundamental investment
restriction with respect to making loans.
FOR AGAINST ABSTAIN
2C. Approving an amendment to the fund's fundamental investment
restriction with respect to diversification of investments.
FOR AGAINST ABSTAIN
2D. Approving an amendment to the fund's fundamental investment
restriction with respect to issuance of senior securities.
FOR AGAINST ABSTAIN
2E. Approving an amendment to Putnam Equity Income Fund's investment
objective.
FOR AGAINST ABSTAIN
3. Approving an amendment to the fund's Agreement and Declaration of Trust.
FOR AGAINST ABSTAIN
Note: If you have any questions on the proposals, please call
1-800-225-1581.
PLEASE SIGN AND DATE ON THE REVERSE SIDE.
Equity 1 EZ - dh
DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW