SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 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 party other than the Registrant / /
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CHECK THE APPROPRIATE BOX:
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/ / Preliminary Proxy Statement
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/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e) (2))
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/ X /Definitive Proxy Statement
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/ / Definitive Additional Materials
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/ / Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
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PUTNAM VARIABLE TRUST
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement,
if other than Registrant)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
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/ X / No fee required
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/ / Fee computed on table below per Exchange Act Rule 14a6(i)(1) and 0-11
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(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
(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:
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/ / Fee paid previously with preliminary materials.
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/ / Check box if any part of the fee is offset as provided
by Exchange Act Rule
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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.:
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IMPORTANT INFORMATION
FOR HOLDERS OF CONTRACTS AND POLICIES ALLOCATED TO
PUTNAM VT GLOBAL GROWTH FUND
THE DOCUMENT YOU HOLD IN YOUR HANDS CONTAINS YOUR PROXY STATEMENT
AND VOTING INSTRUCTION CARD. A VOTING INSTRUCTION CARD IS, IN
ESSENCE, A BALLOT. WHEN YOU COMPLETE YOUR VOTING INSTRUCTIONS,
IT TELLS YOUR INSURANCE COMPANY HOW TO VOTE ON YOUR BEHALF ON
IMPORTANT ISSUES RELATING TO THE PORTION OF YOUR ACCOUNT THAT IS
ALLOCATED TO PUTNAM VT GLOBAL GROWTH FUND. IF YOU COMPLETE AND
SIGN THE VOTING INSTRUCTION CARD, YOUR INSURANCE COMPANY WILL
VOTE SHARES EXACTLY AS YOU INSTRUCT. IF YOU SIMPLY SIGN YOUR
VOTING INSTRUCTION CARD, THE SHARES WILL BE VOTED IN ACCORDANCE
WITH THE TRUSTEES' RECOMMENDATIONS. IF YOU DO NOT RETURN YOUR
VOTING INSTRUCTION CARD OR DO NOT RECORD YOUR VOTING INSTRUCTIONS
VIA THE INTERNET, YOUR INSURANCE COMPANY WILL VOTE YOUR SHARES IN
THE SAME PROPORTION AS SHARES FOR WHICH INSTRUCTIONS HAVE BEEN
RECEIVED. IF YOU CHOOSE TO VOTE VIA THE INTERNET, INSTRUCTIONS
ARE LISTED ON TOP OF YOUR VOTING INSTRUCTION CARD. IF YOU VOTE
ONLINE, PLEASE DO NOT MAIL THE ENCLOSED VOTING INSTRUCTION CARD.
WE URGE YOU TO SPEND A COUPLE OF MINUTES WITH THE PROXY
STATEMENT, AND EITHER FILL OUT YOUR VOTING INSTRUCTION CARD AND
RETURN IT VIA THE MAIL, OR RECORD YOUR VOTING INSTRUCTIONS VIA
THE INTERNET.
WE WANT TO KNOW HOW YOU WOULD LIKE TO VOTE. PLEASE TAKE A FEW
MOMENTS WITH THESE MATERIALS AND RETURN YOUR VOTING INSTRUCTION
CARD.
(PUTNAM LOGO APPEARS HERE)
BOSTON * LONDON * TOKYO
TABLE OF CONTENTS
A Message from the Chairman 1
Notice of Shareholders Meeting 3
Trustees' Recommendations 4
PROXY OR VOTING INSTRUCTION CARD ENCLOSED
If you have any questions, please contact us at the special toll-
free number we have set up for you (1-800-521-0538) or call your
financial adviser.
A MESSAGE FROM THE CHAIRMAN
(Photograph of George Putnam appears here)
Dear Contract and Policy Holder:
I am writing to you to ask for your vote on important questions
that affect the portion of your account that is allocated to
Putnam VT Global Growth Fund (the "fund"), a series of the
Putnam Variable Trust (the "Trust"). While you are, of course,
welcome to join us at your fund's meeting, most contract and
policy holders vote by filling out and signing the enclosed
voting instruction card or by voting via the Internet.
Instructions are listed at the top of your voting instruction
card. We are asking for your vote on the following matters:
(1) approving a new management contract between your fund and
Putnam Investment Management, Inc., including an increase in the
management fee payable by your fund at current asset levels; (2)
approving an amendment to the fund's fundamental investment
restriction with respect to borrowing and (3) approving an
amendment to the fund's fundamental investment restriction with
respect to making loans.
A word about the management fee increase. A fee increase is
proposed only after a great deal of thought and analysis on the
part of the Trustees. Several years ago the Trustees completed a
study of the management fees, investment performance and
expense ratios of each of the Putnam funds as well as
major competing funds. This comprehensive review resulted in fee
increases for some funds and decreases for others. After giving
careful consideration to your fund's investment performance in
recent years, the Trustees are recommending the approval of a new
management fee schedule that conforms to fee
schedules of similar Putnam funds. Instead of a single rate
of 0.60% on all levels of net assets, the proposed fee
would provide for higher rates on the first $1.5 billion of net
assets, the same rate on net assets between $1.5 and $6.5 billion
and lower rates on net assets above $6.5 billion.
At current net asset levels, the new management fee will result
in an increase of approximately $0.10 in annual expenses for each
$100 invested. Your Trustees believe that this proposal, the
first since the fund's inception, 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.
Your vote is important to us. We appreciate the time and
consideration that I am sure you will give this important matter.
If you have questions about the proposals, contact your financial
adviser or call a Putnam customer service representative at 1-800-
521-0538.
Sincerely yours,
(signature of George Putnam)
George Putnam, Chairman
PUTNAM VT GLOBAL GROWTH FUND
NOTICE OF A MEETING OF SHAREHOLDERS
THIS IS THE FORMAL AGENDA FOR YOUR FUND'S SHAREHOLDER MEETING.
IT TELLS YOU WHAT MATTERS WILL BE VOTED ON AND THE TIME AND PLACE
OF THE MEETING, IF YOU CAN ATTEND IN PERSON.
To the Shareholders of Putnam VT Global Growth Fund:
A Meeting of Shareholders of the Putnam VT Global Growth Fund
(the "fund"), a series of Putnam Variable Trust (the "trust"),
will be held on November 4, 1999 at 2:00 p.m., Boston time, on
the eighth floor of One Post Office Square, Boston,
Massachusetts, to consider the following:
1. Approving a new management contract between your fund and
Putnam Investment Management, Inc., including an increase in
the management fee payable by the fund at current asset
levels. See page 6 .
2. Approving an amendment to the fund's fundamental investment
restriction with respect to borrowing. See page 13 .
3. Approving an amendment to the fund's fundamental investment
restriction with respect to making loans. See page
15
4. Transacting other business as may properly come before the
meeting.
By the Trustees
George Putnam, Chairman
John A. Hill, Vice Chairman
William F. Pounds, Vice Chairman
Jameson A. Baxter John H. Mullin, III
Hans H. Estin Robert E. Patterson
Paul L. Joskow George Putnam, III
Ronald J. Jackson A.J.C. Smith
Elizabeth T. Kennan W. Thomas Stephens
Lawrence J. Lasser W. Nicholas Thorndike
WE URGE YOU TO MARK, SIGN, DATE AND MAIL THE ENCLOSED VOTING
INSTRUCTION CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED OR RECORD
YOUR INSTRUCTIONS VIA THE INTERNET SO YOU WILL BE REPRESENTED AT
THE MEETING.
August 24 , 1999
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; SOME OF IT IS TECHNICAL. IF THERE IS
ANYTHING YOU DON'T UNDERSTAND, PLEASE CONTACT US AT OUR SPECIAL
TOLL-FREE NUMBER, 1-800-521-0538, OR CALL YOUR FINANCIAL ADVISER.
WHO IS ASKING FOR MY VOTE?
THE ENCLOSED VOTING INSTRUCTION CARD IS SOLICITED BY YOUR
INSURANCE COMPANY. THE TRUSTEES OF PUTNAM VT GLOBAL GROWTH FUND
are soliciting a proxy from your insurance company for use at the
Meeting of Shareholders of the fund to be held on November 4,
1999, and, if your fund's meeting is adjourned, at any later
meetings, for the purposes stated in the Notice of Meeting (see
previous page).
HOW DO YOUR FUND'S TRUSTEES RECOMMEND THAT YOU VOTE ON THESE
PROPOSALS?
The Trustees recommend that you vote
1. FOR APPROVAL OF THE NEW MANAGEMENT CONTRACT, INCREASING THE
FEES PAYABLE TO PUTNAM INVESTMENT MANAGEMENT, INC.;
2. FOR AMENDING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION
WITH RESPECT TO BORROWING; AND
3. FOR AMENDING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION
WITH RESPECT TO MAKING LOANS.
WHO IS ELIGIBLE TO VOTE?
Shareholders of record at the close of business on August 6, 1999
are entitled to be present and to vote at the meeting or any
adjourned meeting.
As of that date, Allstate Life Insurance Company ("Allstate"),
American Enterprise Life Insurance Company ("American Enterprise
Life"), Hartford Life Insurance Company ("Hartford"), Hartford
Life and Annuity Insurance Company, ("Hartford Life"), Paragon
Life Insurance Company ("Paragon"), and PFL Life Insurance
Company ("PFL"), were shareholders of record of the fund. Each
of Allstate, American Enterprise Life, Hartford, Hartford Life
Paragon, and PFL will vote shares of the fund held by it in
accordance with voting instructions received from variable
annuity contract and variable life insurance policy owners
(collectively, the "Contract Owners") for whose accounts the
shares of the fund are held. Accordingly, this Proxy Statement
is also intended to be used by Allstate, American Enterprise
Life, Hartford, Hartford Life, Paragon and PFL in obtaining such
voting instructions from Contract Owners.
The Notice of Meeting, the voting instruction card, and
the Proxy Statement are being mailed to Contract Owners of record
on or about August 27, 1999. The Notice of Meeting, the proxy
card and the Proxy Statement are being mailed to the shareholders
on or about August 27 , 1999.
Each share is entitled to one vote. Your voting instructions
will be reflected in the proxy card executed by your insurance
company. If any other business is brought before the meeting,
your shares will be voted at the Trustees' discretion.
In the event that you give no voting instructions to your
insurance company, Allstate, American Enterprise Life, Hartford,
Hartford Life, Paragon, and PFL will vote the shares of the fund
attributable to you in the same proportion as the shares of the
fund for which it has received instructions from other Contract
Owners. If you return your signed voting instruction card
without instructions, your insurance company will vote the shares
of the fund attributable to you in accordance with the Trustees'
recommendations.
THE PROPOSALS
1. APPROVAL OF A NEW MANAGEMENT CONTRACT
The Trustees recommend that shareholders of Putnam VT Global
Growth Fund approve a new management contract with Putnam
Investment Management , Inc., the fund's investment manager
("Putnam Management"), which will result in an increase in the
management fees payable by the fund to Putnam Management at
current asset levels. The proposed contract, which is attached
as Exhibit A, is identical in all substantive respects to the
existing contract, except for the fee provisions as noted below.
As discussed in more detail below, the proposal would replace the
current fee of 0.60% per annum on all net asset levels with a fee
rate that gradually decreases as the fund increases in size
starting at 0.80% for the first $500 million of net assets to
0.53% of net assets above $21.5 billion. 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
22 .
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 changed since the fund's inception in 1990
and is lower than the fees paid to managers of many 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 most other Putnam funds investing substantially
in global and international equities.
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 in recent
years 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
22 .
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 FUND PERFORMED?
As part of any decision regarding management fees, Shareholders
should consider how the fund has performed. The table that
follows shows the relative performance on an average annual basis
of the different classes of the fund over various periods and
during the life of the fund. The table also provides information
concerning the Morgan Stanley Capital International World Index
(MSCI World Index).
Average annual total return for periods ended June 30 , 1999
CLASS IA CLASS IB MSCI
INCEPTION DATE: MAY 1, 1990 APRIL 30, 1998 WORLD INDEX
TOTAL RETURN
1 year 15.85% 15.67% 15.67%
3 years 19.55% 19.39% 18.30%
5 years 17.09% 16.91% 16.76%
Since inception 12.89% 12.73% 12.88%
(5/1/90)
Class IB performance for the periods prior to April 30, 1998 is
based upon performance of Class IA shares of the fund restated to
reflect the fees for Class IB shares including a 12b-1 fee of
0.15%. The MSCI World Index is an unmanaged index of
international equity securities with all values expressed in U.S.
dollars. Securities indexes assume reinvestment of all
distributions and interest payments and do not take into account
brokerage fees or taxes. Securities in the fund do not match
those in the indexes and performance of the fund will differ.
HOW HAS THE FUND PERFORMED IN COMPARISON TO SIMILAR FUNDS?
Another way of evaluating the performance of your fund is to
compare it to other global growth funds. In reviewing the fund's
relative performance, your Trustees compare it to a
list of other funds with similar investment objectives and
strategies according developed by Putnam Management with
review and oversight by the Trustees . When evaluated in that
group, the total return of the Class IA shares of the fund
ranks as follows:
For periods ended 6/30/99
1 year top 12% 2 out of 16 funds
3 years top 18% 3 out of 16 funds
5 years top 27% 4 out of 14 funds
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 amended as follows:
Proposed Fee* Existing Fee*
- -----------------------------------------------------------------------------
0.80% of the first $500 million 0.60%
0.70% of the next $500 million
0.65% of the next $500 million
0.60% of the next $5 billion
0.575% of the next $5 billion
0.555% of the next $5 billion
0.54% of the next $5 billion
0.53% of any amount thereafter
* Based on average net assets
Based on average net assets of the fund for the fiscal year ended
December 31, 1998 of approximately $1.783 billion, the effective
annual management fee rate under the proposed fee schedule would
be 0.70% as compared to 0.60% under the existing schedule. This
represents an increase of approximately $0.10 in annual expenses
for each $100 invested in the fund. The new management fee
schedule provides for lower management fee rates as the fund's
net assets increase.
For its fiscal year ended December 31, 1998, the fund paid
management fees to Putnam Management of $10,690,208. If the
proposed new management contract had been in effect for the year,
the fund would have paid fees of $12,436,548, which is an
increase of approximately 16.3%.
The following tables summarize the expenses incurred by the fund
in the most recent fiscal year under the current fee schedule
and also restates these expenses to show what the expenses
would have been, had the proposed fee schedule been in
effect . The tables do not reflect separate account expenses,
including sales charges.
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)
(CURRENT)
TOTAL FUND
MANAGEMENT 12B-1 OTHER OPERATING
FEES FEES EXPENSES EXPENSES
---------- ----- -------- -----------
Class IA 0.60% N/A 0.12% 0.72%
Class IB 0.60% 0.15% 0.12% 0.87%
(PROPOSED)
TOTAL FUND
MANAGEMENT 12B-1 OTHER OPERATING
FEES FEES EXPENSES EXPENSES
---------- ----- -------- -----------
Class IA 0.70% N/A 0.12% 0.82%
Class IB 0.70% 0.15% 0.12% 0.97%
EXAMPLES
Your investment of $10,000 would incur the following
expenses, assuming 5% annual return and, except as indicated,
redemption at the end of each period:
(CURRENT)
1 3 5 10
year years years years
CLASS IA $74 $230 $401 $894
CLASS IB $89 $278 $482 $1,073
(PROPOSED)
1 3 5 10
year years years years
CLASS IA $84 $262 $455 $1,014
CLASS IB $99 $309 $536 $1,190
The examples do not represent actual 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.
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 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 AND
THE CONTRACT OWNERS OF THE FUND. ACCORDINGLY, THE TRUSTEES
RECOMMEND THAT SHAREHOLDERS AND THE CONTRACT OWNERS VOTE FOR
APPROVAL OF THE PROPOSED NEW CONTRACT.
2. AMENDING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION WITH
RESPECT TO BORROWING.
The Trustees are recommending that the fund's fundamental
investment restriction with respect to borrowing be revised to
reflect the standard restriction expected to be used by other
Putnam funds and to grant the fund the maximum flexibility
permitted by the Investment Company Act of 1940, as amended (the
"1940 Act"). Under the 1940 Act, the fund may borrow up to 33
1/3% of its total assets. The fund's current restriction is more
restrictive, and states that the fund may not:
"Borrow 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."
The proposed fundamental investment restriction is set forth
below.
"The fund may not...
Borrow 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, the fund will be able to
borrow up to the 1940 Act limit. The fund will no longer 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 the fund from borrowing for leveraging purposes,
although Putnam Management currently has no intention of
borrowing for such purposes. If the fund were to borrow money
for the purposes of leverage, its net assets would tend to
increase or decrease at a greater rate with market changes than
if leverage were not used.
Putnam Management believes that this enhanced flexibility could
assist the fund in achieving its investment objective. In
circumstances in which the 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 the 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 3 below), Shareholders of
the fund are being asked to approve an amendment to the fund's
restriction on making loans. The proposed revisions would,
subject to the limitations discussed below, permit the fund to
participate in a proposed "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, the fund may currently borrow money only from banks. When
the fund borrows money from a bank, it typically pays interest on
such borrowing at a higher rate than the rate available from
investments in repurchase agreements. The fund would be able to
borrow money under the interfund lending program only if the rate
on the loan is more favorable to the fund than the interest rates
otherwise available for short-term bank loans, in addition to
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 the
fund to pay lower interest rates on its borrowings. The 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.
Since the Putnam funds may be considered affiliated parties,
interfund lending may be prohibited by the 1940 Act and would be
implemented only upon receipt of an exemptive order of the
Securities and Exchange Commission.
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.
3. AMENDING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION WITH
RESPECT TO MAKING LOANS.
The Trustees are recommending that the fund's fundamental
investment restriction with respect to making loans be revised to
reflect the standard restriction expected to be used by other
Putnam funds and to clarify that the fund is permitted (subject
to the limitations discussed above) to participate in the
proposed interfund lending program described in Proposal 2. The
current restriction states that 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."
The proposed fundamental investment restriction is set forth below.
"The fund may not...
Make loans, except by purchase of debt obligations in which
the fund may invest consistent with its investment policies
(including without limitation debt obligations issued by other
Putnam funds), by entering into repurchase agreements, or by
lending its portfolio securities."
If the proposal is approved, the fund would be able to
participate in an interfund lending program and make loans to
other Putnam funds. As stated in Proposal 2, the 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 the 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 the 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 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 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). 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. Allstate, American,
Hartford, Hartford Life, Paragon and PFL, have agreed to vote
their shares in proportion to and in the manner instructed by
Contract Owners. As stated previously, if instructions are not
received from you, your insurance company will vote shares
attributable to you in the same proportion as shares of the fund
for which it has received instructions. If you sign your voting
instruction card but do not indicate specific voting
instructions, your insurance company will vote in accordance with
the Trustees' recommendations.
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
absent specific Contract Owner instructions to the contrary,
Allstate, American Enterprise Life, Hartford, Hartford Life,
Paragon, and PFL will vote on such matters in accordance with
their best judgment.
SOLICITATION OF PROXIES AND VOTING INSTRUCTIONS. In addition to
soliciting proxies and voting instructions by mail, Trustees of
the Trust and employees of Allstate, American Enterprise Life,
Hartford, Hartford Life, Paragon and PFL, Putnam Management,
Putnam Fiduciary Trust Company, and Putnam Mutual Funds may
solicit voting instructions from Contract Owners in person or by
telephone. The Trust may also arrange to have voting
instructions recorded by telephone. The telephone voting
procedure is designed to authenticate Contract Owners'
identities, to allow them to direct the voting of shares
attributable to their accounts in accordance with their
instructions and to confirm that their instructions have been
properly recorded. The 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.
The fund is unaware of any such challenge at this time. Contract
Owners would be called at the phone number Allstate, American
Enterprise Life, Hartford, Hartford Life, Paragon, PFL, or Putnam
Investments has in its records for their accounts, and would be
asked for their Social Security number or other identifying
information. The Contract Owners would then be given an
opportunity to give their voting instructions. To ensure that
the Contract Owners' 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.
Contract Owners will have the opportunity to submit their voting
instructions via the Internet by utilizing a program provided by
a third party vendor . The giving of such voting
instructions will not affect your right to vote in person should
you decide to attend the Meeting. To record your voting
instructions via the Internet, please access the Internet address
found on your voting instruction card on the World Wide Web. The
Internet voting procedures are designed to authenticate Contract
Owners' identities, to allow Contract Owners to give their voting
instructions, and to confirm that Contract Owners' instructions
have been recorded properly. Contract Owners voting via the
Internet should understand that there may be costs associated
with internet access, such as usage charges from Internet access
providers and telephone companies, that must be borne by
Contract Owners .
The Trustees have adopted a general policy of maintaining
confidentiality in the voting of proxies. Consistent with this
policy, proxies and voting instructions may be solicited from
Contract Owners who have not voted or who have abstained from
voting.
REVOCATION OF PROXIES. You may change or revoke your voting
instructions at any time before your insurance company votes by a
written revocation received by the insurance company and the
fund, by properly executing a later-dated voting instruction
card, recording voting instructions online at a later
date or 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 annual meetings, but may from time to time schedule
special meetings. In accordance with the regulations of the
Securities and Exchange Commission, in order to be eligible for
inclusion in the fund's proxy statement for such meeting, a
shareholder proposal must be received a reasonable time before
the fund prints and mails its proxy statement. Also, SEC rules
permit management to exercise discretionary authority to vote on
shareholder proposals not included in the fund's proxy statement
if the proponent has not notified the fund of a proposal a
reasonable time before the fund mails its proxy statement. All
shareholder proposals must also comply with other requirements of
the SEC's rules and the trust'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 with respect to those 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. Allstate, American
Enterprise Life, Hartford, Hartford Life, Paragon, and PFL will
vote in favor of such adjournment those shares which they are
entitled to vote in favor of such proposals. They will vote
against adjournment those shares required to be voted against any
of 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. THE TRUST WILL FURNISH TO YOU UPON
REQUEST, WITHOUT CHARGE, A COPY OF THE TRUST'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 1-800-521-0538.
FUND INFORMATION
LIMITATION OF TRUSTEE LIABILITY. The Agreement and Declaration
of Trust of the trust provides that the trust 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 trust, 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 trust or that such indemnification would relieve
any officer or Trustee of any liability to the trust or its
shareholders arising by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of his or her duties. The
trust, at its expense, provides liability insurance for the
benefit of its Trustees and officers.
AUDIT COMMITTEE AND BOARD POLICY AND NOMINATING
COMMITTEE. The Committee members of the Audit
Committee of the trust include only Trustees who are not
"interested persons" of the trust or Putnam Management.
The Audit Committee currently consists of Dr. Kennan
and Messrs. Estin and Stephens (Chairman) . The Board
Policy and Nominating Committee consists only of Trustees
who are not "interested persons" of the trust or Putnam
Management. The Board Policy and Nominating Committee
currently consists of Dr. Kennan (Chairperson), Messrs. Hill,
Patterson, Pounds and Thorndike.
OFFICERS AND OTHER INFORMATION. In addition to George Putnam and
Lawrence J. Lasser, the officers of your fund are as follows:
Year first elected to
Name (age) Office office
- ----------------------------------------------------------------------------
Charles E. Porter (61) Executive Vice President 1989
Patricia C. Flaherty (52) Senior Vice President 1993
John D. Hughes (64) Senior Vice President
& Treasurer 1987
Gordon H. Silver (52) Vice President 1990
Brett C. Browchuk (36) Vice President 1997
Ian C. Ferguson (42) Vice President 1997
Robert Swift (39) * Vice President 1996
Kelly A. Morgan (36)* Vice President 1997
David J. Santos (41)* Vice President 1999
Lisa Svensson (37) * Vice President 1992
Manuel Weiss (50)* Vice President 1992
Richard Monaghan (44)** Vice President 1999
John R. Verani (60) Vice President 1987
- -----------------------------------------------------------------------------
* One of the fund's Portfolio managers
** President of 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,
Putnam, III, Lasser and Smith will benefit from the management
fees, distribution fees, custodian fees, and investor servicing
fees paid or allowed by the trust.
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 the trust, and Putnam Fiduciary Trust Company, the
trust'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.
The directors of Putnam Management are George 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. The address of Putnam Management and 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 trust, 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 foreign mutual funds. Another affiliate, Putnam Fiduciary
Trust Company, provides investment advice to institutional
clients under its banking and fiduciary powers. 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 Management 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 trust pursuant to a Management Contract.
The management fee payable under the contract is described above
in Proposal 1. 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 trust 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 as to any series of the trust
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
such series (as defined in the Investment Company Act of 1940).
It may be amended as to any series of the trust only by an
affirmative vote of the holders of a majority of the outstanding
voting securities of that series and by a majority of the
Trustees who are not "interested persons" of your trust or Putnam
Management.
The contract will terminate automatically as to any series of the
trust if it is assigned, or unless its continuance is approved at
least annually by either the Trustees or Shareholders of such
series and in either case by a majority of the Trustees who are
not "interested persons" of Putnam Management or your trust.
PAYMENTS TO AFFILIATES OF PUTNAM MANAGEMENT. Putnam Fiduciary
Trust Company is the trust's investor servicing agent and
custodian. The investor servicing fees and custodian fees paid
by the fund Putnam Fiduciary Trust Company in the trust's most
recent fiscal year are set forth below.
Under its class IB 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 IB shares.
At present, payments under the Plan are limited to the annual
rate of 0.15% of average net assets.
Payments under the plans compensate Putnam Mutual Funds for
services provided and expenses incurred by it in promoting the
sale of the class IB 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 "Payments to affiliates of Putnam
Management." 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 JULY 30, 1999
Net assets $2,095,321,205
Class IA shares outstanding
and authorized to vote 103,948,044 shares
Class IB shares outstanding
and authorized to vote 300,030 shares
5% BENEFICIAL OWNERSHIP OF YOUR FUND AS OF JULY 30, 1999
Persons beneficially owning more than 5%
of the fund's class IA shares
Hartford Life Insurance Company
Putnam Capital Manager Trust
Separate Account 200 Hopmeadow St.,
Simsbury, CT 06089; owned 43,865,984 Shares or 42.21%
Hartford Life and Annuity Insurance Company
Putnam Capital Manager Trust Separate Account
Two 200 Hopmeadow St., Simsbury, CT 06089;
Owned 56,178,236 shares or 54.06%
Persons beneficially owning more than 5%
of the fund's class IB shares
Hartford Life and Annuity Insurance Company
Putnam Capital Manager Trust Separate Account Two
200 Hopmeadow St., Simsbury, CT 06089;
owned 122,117 shares of 40.07%.
PFL Life Insurance Company
Flexible Premium Individual Deferred Variable Annuity
4333 Edgewood Road, NE Cedar Rapids, IA 52499;
owned 86,519 shares or 28.39%
Allstate Life Insurance Company
Separate Account A
3100 Sanders Road, Northbrook, IL 60062
owned 87,634 shares or 28.75%.
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
MANAGEMENT CONTRACT
- ------------------------------------------------------------------
The management contract dated October 2, 1987, as thereafter
supplemented with respect to the other funds of the trust was
initially approved by the shareholders of Putnam VT Global Growth
fund on March 2, 1990 and was last approved by the Trustees
on June 4, 1999 .
Management fee
paid by the fund to Putnam Management $10,690,208
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), and their assistants $19,000
PAYMENTS TO AFFILIATES
- -----------------------------------------------------------------
Payments under class IB Distribution
Plan to Putnam Mutual Funds $156
Investor servicing and custodian fees
paid to Putnam Fiduciary Trust Company
(before application of credits, if any) $1,969,635
EXHIBIT A
This exhibit provides the management contract and the proposed
additions and deletions. The additions are indicated by
BOLDFACE and deletions are indicated by [ITALICS] .
PUTNAM VARIABLE TRUST
(FORMERLY PUTNAM CAPITAL MANAGER TRUST)
MANAGEMENT CONTRACT
Management Contract dated as of October 2, 1987, as supplemented
March 2, 1990, as further supplemented February 27, 1992, as
further supplemented July 9, 1993, as further supplemented April
5, 1994, as further supplemented June 2, 1994, as further
supplemented April 7, 1995, as further supplemented July 13,
1995, as further supplemented July 11, 1996, as further
supplemented December 20, 1996 as further supplemented February
6, 1998, as further supplemented July 10, 1998 , as further
supplemented March 4, 1999, [AND]as further supplemented July
1, 1999 AND AS FURTHER SUPPLEMENTED NOVEMBER ,
1999 between Putnam Variable Trust (formerly Putnam
Capital Manager Trust), a Massachusetts business trust (the
"Fund"), and PUTNAM INVESTMENT MANAGEMENT, INC., a 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 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 nor 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 of the Fund and of persons
assisting him in these offices, as determined from time to time
by the Trustees of the Fund, (ii) the compensation in whole or in
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 and persons
assisting him and, as determined from time to time by the
Trustees of the Fund, all or a part of such cost 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 pay all expenses incurred in connection
with the organization of the Fund and the initial public offering
and sale of its shares of beneficial interest, provided that upon
the issuance and sale of such shares to the public pursuant to
the offering, and only in such event, the Fund shall become
liable for, and to the extent requested reimburse the Manager
for, registration fees payable to the Securities and Exchange
Commission and for an additional amount not exceeding $125,000 as
its agreed share of such expenses.
(f) 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 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 following annual rates applicable to the average net asset
value of each Series of the Fund (a "Series") of:
Putnam VT International New Opportunities Fund:
(a) 1.00% of the first $500 million of average net assets;
(b) 0.90% of the next $500 million;
(c) 0.85% of the next $500 million;
(d) 0.80% of the next $5 billion;
(e) 0.775% of the next $5 billion;
(f) 0.755% of the next $5 billion;
(g) 0.74% of the next $5 billion; and
(h) 0.73% of any excess thereafter.
Putnam VT Asia Pacific Growth Fund, PUTNAM VT GLOBAL GROWTH
FUND, Putnam VT International Growth Fund, Putnam VT
International Growth and Income Fund and Putnam VT Small
Cap Value Fund :
(a) 0.80% of the first $500 million of average net assets;
(b) 0.70% of the next $500 million;
(c) 0.65% of the next $500 million;
(d) 0.60% of the next $5 billion;
(e) 0.575% of the next $5 billion;
(f) 0.555% of the next $5 billion;
(g) 0.54% of the next $5 billion; and
(h) 0.53% of any excess thereafter.
Putnam VT Diversified Income Fund, Putnam VT Global Asset
Allocation Fund, Putnam VT Health Sciences Fund, Putnam VT High
Yield Fund, Putnam VT New Opportunities Fund, Putnam VT New Value
Fund, Putnam VT Utilities Growth and Income Fund, Putnam VT
Voyager Fund and Putnam VT OTC Emerging Growth Fund:
(a) 0.70% of the first $500 million of average net assets;
(b) 0.60% of the next $500 million;
(c) 0.55% of the next $500 million;
(d) 0.50% of the next $5 billion;
(e) 0.475% of the next $5 billion;
(f) 0.455% of the next $5 billion;
(g) 0.44% of the next $5 billion; and
(h) 0.43% of any excess thereafter.
Putnam VT Growth and Income Fund, Putnam VT Income Fund ,
Putnam VT Vista Fund, Putnam VT Investors Fund, Putnam VT The
George Putnam Fund of Boston and Putnam VT Research Fund:
(a) 0.65% of the first $500 million of average net assets;
(b) 0.55% of the next $500 million;
(c) 0.50% of the next $500 million;
(d) 0.45% of the next $5 billion;
(e) 0.425% of the next $5 billion;
(f) 0.405% of the next $5 billion;
(g) 0.39% of the next $5 billion; and
(h) 0.38% of any excess thereafter.
Putnam VT Money Market Fund:
(a) 0.45% of the first $500 million of average net assets;
(b) 0.35% of the next $500 million;
(c) 0.30% of the next $500 million;
(d) 0.25% of the next $5 billion;
(e) 0.225% of the next $5 billion;
(f) 0.205% of the next $5 billion;
(g) 0.19% of the next $5 billion; and
(h) 0.18% of any excess thereafter.
[PUTNAM VT GLOBAL GROWTH FUND:
0.60% OF AVERAGE NET ASSETS.]
Such fees computed with respect to the net asset value of each
Series shall be paid from the assets of such Series. Such
average net asset value of each Series of the Fund 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 month within 30
days after the end of such quarter.
The fees payable by the Fund to the Manager pursuant to this
Section 3 with respect to any Series of the Fund 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
such Series, 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 any Series 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 that Series are qualified
for offer or 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. In the event that the expenses of
any Series of the Fund exceed any expense limitation which the
Manager may, by written notice to the Fund, voluntarily declare
to be effective subject to such terms and conditions as the
Manager may prescribe in such notice, the compensation due the
Manager shall be reduced, and, if necessary, the Manager shall
assume expenses of the Series to the extent required by the terms
and conditions of such expense limitation.
If the Manager shall serve for less than the whole of a month,
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 as to any Series of the Fund unless such
amendment be approved at a meeting by the affirmative vote of a
majority of the outstanding shares of the Series, 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 as to each Series
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
as to any Series or as to the Fund 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
Series, 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 as to such Series at the close of
business on [ :
JANUARY 31, 1989 IN THE CASE OF PUTNAM VT GLOBAL
GROWTH FUND, AND] the second anniversary of its
execution with respect to any [OTHER] Series,
or the expiration of one year from the effective date of the last
such continuance, whichever is later; provided, however, that if
the continuance of this Contract is submitted to the shareholders
of a Series for their approval and such shareholders fail to
approve such continuance of this Contract as provided herein, the
Manager may continue to serve hereunder in a manner consistent
with the Investment Company Act of 1940 and the Rules and
Regulations thereunder.
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 one or more
Series affected.
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" means the affirmative vote,
at a duly called and held meeting of shareholders, (a) of the
holders of 67% or more of the shares of the Fund or the Series,
as the case may be, 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 or the Series, as the case may be,
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, or the Series, as the case may be, 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
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 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. NON-LIABILITY 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. LIMITATION OF LIABILITY OF THE TRUSTEES 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 or
shareholders individually but are binding only upon the assets
and property of the Fund.
IN WITNESS WHEREOF, PUTNAM VARIABLE TRUST and PUTNAM INVESTMENT
MANAGEMENT, INC. have each caused this instrument to be signed in
duplicate in its behalf by its President or a Vice President
thereunto duly authorized, all as of the day and year first above
written.
PUTNAM VARIABLE TRUST
By:____________________
PUTNAM INVESTMENT MANAGEMENT, INC.
By:____________________
THIS EXHIBIT PROVIDES A LIST OF PUTNAM FUNDS HAVING INVESTMENT
OBJECTIVES SIMILAR TO PUTNAM VT GLOBAL GROWTH FUND AND LISTS THE
CURRENT RATES OF ANNUAL FEES PAID TO PUTNAM MANAGEMENT AS ADVISOR
OR SUBADVISOR.
EXHIBIT B
MANAGEMENT FEE RATE NAME OF FUND
(FOR EACH FUND LISTED AT RIGHT BASED (NET ASSETS AS OF JULY 30, 1999)
ON AVERAGE NET ASSETS)
0.80% of the first $500 million Putnam Global Growth Fund
0.70% of the next $500 million ($5,985,227,231)
0.65% of the next $500 million Putnam Asia Pacific Growth Fund
0.60% of the next $5 billion ($406,308,386)
0.575% of the next $5 billion Putnam VT Asia Pacific Growth Fund
0.555% of the next $5 billion ($150,974,760)
0.54% of the next $5 billion Putnam International Growth Fund
0.53% of any amount thereafter ($5,489,127,386)
Putnam VT International Growth Fund
($411,373,578)
Putnam Europe Growth Fund
($1,757,468,392)
PUTNAMINVESTMENTS
THE PUTNAM FUNDS
One Post Office Square
Boston, Massachusetts 02109
Toll-free 1-800-225-1581
PUTNAMINVESTMENTS
THIS IS YOUR PROXY CARD
PLEASE RECORD YOUR VOTING INSTRUCTIONS ON THIS PROXY CARD, SIGN
IT BELOW, AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED. YOUR
VOTE IS IMPORTANT.
Proxy for a meeting of shareholders to be held on
November 4, 1999 for PUTNAM VT GLOBAL GROWTH FUND OF PUTNAM
VARIABLE TRUST.
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF THE TRUST.
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 Putnam VT Global Growth Fund of Putnam Variable
Trust on November 4, 1999, 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.
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 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.
- -----------------------------------------------------------------
- ----------------------------------------------
Shareholder sign here Date
- -----------------------------------------------------------------
- ----------------------------------------------
Co-owner sign here Date
- -----------------------------------------------------------------
- ----------------------------------------------
Please fold at perforation before detaching
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 card and return it with your signed
proxy in the enclosed envelope.
Name
- -----------------------------------------------------------------
- -----------------------------------------------------
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 card as
soon as possible. A postage-paid envelope is enclosed for your
convenience.
THANK YOU!
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 EACH
OF THE PROPOSALS. IN THEIR DISCRETION, THE PROXIES WILL ALSO BE
AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS THAT MAY PROPERLY COME
BEFORE THE MEETING.
THE TRUSTEES RECOMMEND A VOTE FOR THE PROPOSALS LISTED BELOW:
PLEASE VOTE BY FILLING IN THE APPROPRIATE BOXES BELOW.
FOR AGAINST ABSTAIN
1. PROPOSAL TO APPROVE A NEW MANAGEMENT / / / / / /
CONTRACT INCREASING THE
FEES PAYABLE TO PUTNAM
INVESTMENT MANAGEMENT,
INC.
2. PROPOSAL TO APPROVE AN / / / / / /
AMENDMENT TO THE FUND'S
FUNDAMENTAL INVESTMENT
RESTRICTION WITH RESPECT TO
BORROWING.
3. PROPOSAL TO APPROVE AN
AMENDMENT / / / / / /
TO THE FUND'S FUNDAMENTAL INVESTMENT
RESTRICTION WITH RESPECT TO MAKING LOANS.
NOTE: If you have questions on any of the proposals ,
please call 1-800- 521-0538.
FOR YOUR CONVENIENCE YOU MAY RECORD YOUR VOTING INSTRUCTIONS VIA
THE INTERNET OR BY RETURNING THIS VOTING INSTRUCTION CARD BY MAIL
Your vote is very important. If you choose to record your voting
instructions via the Internet, visit the website at
www.proxyweb.com . Please refer to the instructions below.
Your voting instructions will be immediately confirmed and
posted.
TO RECORD YOUR VOTING INSTRUCTIONS VIA THE INTERNET
1. Read the proxy statement.
2. Go to www.proxyweb.com .
3. Enter the 14 -digit control number on your voting instruction card.
4. Follow the instructions on the site.
IF YOU VOTE ON THE INTERNET, THERE IS NO NEED TO RETURN YOUR
VOTING INSTRUCTION CARD.
ALLSTATE LIFE INSURANCE COMPANY
THIS IS YOUR VOTING INSTRUCTION CARD.
PLEASE RECORD YOUR VOTING INSTRUCTIONS ON THIS VOTING INSTRUCTION
CARD, SIGN IT BELOW, AND RETURN IT PROMPTLY IN THE ENVELOPE
PROVIDED. YOUR VOTE IS IMPORTANT.
Voting instruction card for a meeting of
shareholders to be held on November 4, 1999 for PUTNAM VT GLOBAL
GROWTH FUND OF PUTNAM VARIABLE TRUST.
THIS VOTING INSTRUCTION CARD IS SOLICITED BY ALLSTATE LIFE
INSURANCE COMPANY ("ALLSTATE") FROM OWNERS OF VARIABLE ANNUITY
CONTRACTS ISSUED BY ALLSTATE WHO HAVE SPECIFIED THAT A
PORTION OF THEIR INVESTMENTS BE ALLOCATED TO THE FUND.
The undersigned contract owner hereby instructs that the
votes attributable to the undersigned's interests with respect to
the fund be cast as directed on the reverse side, at the meeting
of shareholders of Putnam VT Global Growth Fund of Putnam
Variable Trust on November 4, 1999, at 2:00 p.m. Boston
time, and any adjournments thereof.
PLEASE BE SURE TO SIGN AND DATE THIS VOTING INSTRUCTION CARD.
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.
- -----------------------------------------------------------------
- ----------------------------------------------
Contract owner sign here Date
- -----------------------------------------------------------------
- ----------------------------------------------
Co-owner sign here Date
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 voting instruction card and return it
with your signed card in the enclosed envelope.
Name
- -----------------------------------------------------------------
- -----------------------------------------------------
Street
- -----------------------------------------------------------------
- -----------------------------------------------------
City State
Zip
- -----------------------------------------------------------------
- -----------------------------------------------------
Telephone
- -----------------------------------------------------------------
- -----------------------------------------------------
DO YOU HAVE ANY COMMENTS?
- -----------------------------------------------------------------
- -----------------------------------------------------
- -----------------------------------------------------------------
- -----------------------------------------------------
- -----------------------------------------------------------------
- -----------------------------------------------------
DEAR CONTRACT OWNER:
Your vote is important. Please help us to eliminate the expense
of follow-up mailings by signing and returning this voting
instruction card or by recording your voting instructions via the
Internet as soon as possible. A postage-paid envelope is
enclosed for your convenience.
THANK YOU!
IF YOU PROPERLY EXECUTE THIS CARD, ALLSTATE WILL VOTE THE
INTERESTS OF THE FUND ATTRIBUTABLE TO YOU IN ACCORDANCE WITH YOUR
INSTRUCTIONS INDICATED BELOW. IF YOU SIGN THE CARD BUT DO NOT
DIRECT ALLSTATE HOW TO VOTE, ALLSTATE WILL VOTE THE INTERESTS
ATTRIBUTABLE TO YOU IN FAVOR OF THE PROPOSALS. IF YOU DO NOT
PROVIDE ALLSTATE WITH ANY VOTING INSTRUCTIONS, EITHER BY
RETURNING THIS CARD OR BY RECORDING INSTRUCTIONS ON THE INTERNET,
ALLSTATE WILL VOTE YOUR INTERESTS IN THE SAME PROPORTION AS
INTERESTS FOR WHICH IT HAS RECEIVED INSTRUCTIONS. THE
UNDERSIGNED, BY COMPLETING THIS FORM, DOES HEREBY AUTHORIZE
ALLSTATE AND ITS AFFILIATES AND EMPLOYEES TO EXERCISE THEIR
DISCRETION IN VOTING UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
THE TRUSTEES RECOMMEND A VOTE FOR THE PROPOSALS LISTED BELOW:
PLEASE VOTE BY FILLING IN THE APPROPRIATE BOXES BELOW.
FOR AGAINST ABSTAIN
1. PROPOSAL TO APPROVE A NEW / / / / / /
MANAGEMENT CONTRACT INCREASING
THE FEES PAYABLE TO PUTNAM
INVESTMENT MANAGEMENT,
INC.
2. PROPOSAL TO APPROVE AN / / / / / /
AMENDMENT TO THE FUND'S
FUNDAMENTAL INVESTMENT
RESTRICTION WITH RESPECT TO
BORROWING.
3. PROPOSAL TO APPROVE AN
AMENDMENT / / / / / /
TO THE FUND'S FUNDAMENTAL INVESTMENT
RESTRICTION WITH RESPECT TO MAKING LOANS.
NOTE: If you have questions on any of the proposals ,
please call 1-800- 521-0538.
FOR YOUR CONVENIENCE YOU MAY RECORD YOUR VOTING INSTRUCTIONS VIA
THE INTERNET OR BY RETURNING THIS VOTING INSTRUCTION CARD BY MAIL
Your vote is very important. If you choose to record your voting
instructions via the Internet, visit the website at
www.proxyweb.com . Please refer to the instructions below.
Your voting instructions will be immediately confirmed and
posted.
TO RECORD YOUR VOTING INSTRUCTIONS VIA THE INTERNET
1. Read the proxy statement.
2. Go to www.proxyweb.com .
3. Enter the 14 -digit control number on your voting instruction card.
4. Follow the instructions on the site.
IF YOU VOTE ON THE INTERNET, THERE IS NO NEED TO RETURN YOUR
VOTING INSTRUCTION CARD.
AMERICAN ENTERPRISE LIFE INSURANCE COMPANY
THIS IS YOUR VOTING INSTRUCTION CARD.
PLEASE RECORD YOUR VOTING INSTRUCTIONS ON THIS VOTING INSTRUCTION
CARD, SIGN IT BELOW, AND RETURN IT PROMPTLY IN THE ENVELOPE
PROVIDED. YOUR VOTE IS IMPORTANT.
Voting instruction card for a meeting of
shareholders to be held on November 4, 1999 for PUTNAM VT GLOBAL
GROWTH FUND OF PUTNAM VARIABLE TRUST.
THIS VOTING INSTRUCTION CARD IS SOLICITED BY AMERICAN ENTERPRISE
LIFE INSURANCE COMPANY ("AMERICAN ENTERPRISE LIFE") FROM
OWNERS OF VARIABLE ANNUITY AND LIFE INSURANCE CONTRACTS
ISSUED BY AMERICAN ENTERPRISE LIFE WHO HAVE SPECIFIED THAT A
PORTION OF THEIR INVESTMENTS BE ALLOCATED TO THE FUND.
The undersigned contract owner hereby instructs that the votes
attributable to the undersigned's interests with respect to the
fund be cast as directed on the reverse side, at the meeting of
shareholders of Putnam VT Global Growth Fund of Putnam Variable
Trust on November 4, 1999, at 2:00 p.m. Boston time, and
any adjournments thereof.
PLEASE BE SURE TO SIGN AND DATE THIS VOTING INSTRUCTION CARD.
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.
- -----------------------------------------------------------------
- ----------------------------------------------
Contract owner sign here Date
- -----------------------------------------------------------------
- ----------------------------------------------
Co-owner sign here Date
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 voting instruction card and return it
with your signed card in the enclosed envelope.
Name
- -----------------------------------------------------------------
- -----------------------------------------------------
Street
- -----------------------------------------------------------------
- -----------------------------------------------------
City State
Zip
- -----------------------------------------------------------------
- -----------------------------------------------------
Telephone
- -----------------------------------------------------------------
- -----------------------------------------------------
DO YOU HAVE ANY COMMENTS?
- -----------------------------------------------------------------
- -----------------------------------------------------
- -----------------------------------------------------------------
- -----------------------------------------------------
DEAR CONTRACT OWNER:
Your vote is important. Please help us to eliminate the expense
of follow-up mailings by signing and returning this voting
instruction card or by recording your voting instructions via the
Internet as soon as possible. A postage-paid envelope is
enclosed for your convenience.
THANK YOU!
IF YOU PROPERLY EXECUTE THIS CARD, AMERICAN ENTERPRISE LIFE WILL
VOTE THE INTERESTS OF THE FUND ATTRIBUTABLE TO YOU IN ACCORDANCE
WITH YOUR INSTRUCTIONS INDICATED BELOW. IF YOU SIGN THE CARD BUT
DO NOT DIRECT AMERICAN ENTERPRISE LIFE HOW TO VOTE, AMERICAN
ENTERPRISE LIFE WILL VOTE THE INTERESTS ATTRIBUTABLE TO YOU IN
FAVOR OF THE PROPOSALS. IF YOU DO NOT PROVIDE AMERICAN
ENTERPRISE LIFE WITH ANY VOTING INSTRUCTIONS, EITHER BY RETURNING
THIS CARD OR BY RECORDING INSTRUCTIONS ON THE INTERNET, AMERICAN
ENTERPRISE LIFE WILL VOTE YOUR INTERESTS IN THE SAME PROPORTION
AS INTERESTS FOR WHICH IT HAS RECEIVED INSTRUCTIONS. THE
UNDERSIGNED, BY COMPLETING THIS FORM, DOES HEREBY AUTHORIZE
AMERICAN ENTERPRISE LIFE AND ITS AFFILIATES AND EMPLOYEES TO
EXERCISE THEIR DISCRETION IN VOTING UPON SUCH OTHER BUSINESS AS
MAY PROPERLY COME BEFORE THE MEETING.
THE TRUSTEES RECOMMEND A VOTE FOR THE PROPOSALS LISTED BELOW:
PLEASE VOTE BY FILLING IN THE APPROPRIATE BOXES BELOW.
FOR AGAINST ABSTAIN
1. PROPOSAL TO APPROVE A NEW / / / / / /
MANAGEMENT CONTRACT INCREASING
THE FEES PAYABLE TO PUTNAM
INVESTMENT MANAGEMENT,
INC.
2. PROPOSAL TO APPROVE AN / / / / / /
AMENDMENT TO THE FUND'S
FUNDAMENTAL INVESTMENT
RESTRICTION WITH RESPECT TO
BORROWING.
3. PROPOSAL TO APPROVE AN
AMENDMENT / / / / / /
TO THE FUND'S FUNDAMENTAL INVESTMENT
RESTRICTION WITH RESPECT TO MAKING LOANS.
NOTE: If you have questions on any of the proposals ,
please call 1-800- 521-0538.
FOR YOUR CONVENIENCE YOU MAY RECORD YOUR VOTING INSTRUCTIONS VIA
THE INTERNET OR BY RETURNING THIS VOTING INSTRUCTION CARD BY MAIL
Your vote is very important. If you choose to record your voting
instructions via the Internet, visit the website at
www.proxyweb.com . Please refer to the instructions below.
Your voting instructions will be immediately confirmed and
posted.
TO RECORD YOUR VOTING INSTRUCTIONS VIA THE INTERNET
1. Read the proxy statement.
2. Go to www.proxyweb.com .
3. Enter the 14 -digit control number on your voting instruction card.
4. Follow the instructions on the site.
IF YOU VOTE ON THE INTERNET, THERE IS NO NEED TO RETURN YOUR
VOTING INSTRUCTION CARD.
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
THIS IS YOUR VOTING INSTRUCTION CARD.
PLEASE RECORD YOUR VOTING INSTRUCTIONS ON THIS VOTING INSTRUCTION
CARD, SIGN IT BELOW, AND RETURN IT PROMPTLY IN THE ENVELOPE
PROVIDED. YOUR VOTE IS IMPORTANT.
Voting instruction card for a meeting of
shareholders to be held on November 4, 1999 for PUTNAM VT GLOBAL
GROWTH FUND OF PUTNAM VARIABLE TRUST.
THIS VOTING INSTRUCTION CARD IS SOLICITED BY HARTFORD LIFE AND
ANNUITY INSURANCE COMPANY ("HARTFORD LIFE") FROM
OWNERS OF VARIABLE ANNUITY AND LIFE INSURANCE CONTRACTS ISSUED BY
HARTFORD LIFE WHO HAVE SPECIFIED THAT A PORTION OF THEIR
INVESTMENTS BE ALLOCATED TO THE FUND.
The undersigned contract owner hereby instructs that the
votes attributable to the undersigned's interests with respect to
the fund be cast as directed on the reverse side, at the meeting
of shareholders of Putnam VT Global Growth Fund of Putnam
Variable Trust on November 4, 1999, at 2:00 p.m. Boston
time, and any adjournments thereof.
PLEASE BE SURE TO SIGN AND DATE THIS VOTING INSTRUCTION CARD.
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.
- -----------------------------------------------------------------
- ----------------------------------------------
Contract owner sign here Date
- -----------------------------------------------------------------
- ----------------------------------------------
Co-owner sign here Date
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 voting instruction card and return it
with your signed card in the enclosed envelope.
Name
Street
- -----------------------------------------------------------------
- -----------------------------------------------------
City State
Zip
- -----------------------------------------------------------------
- -----------------------------------------------------
Telephone
- -----------------------------------------------------------------
- -----------------------------------------------------
DO YOU HAVE ANY COMMENTS?
- -----------------------------------------------------------------
- -----------------------------------------------------
DEAR CONTRACT OWNER:
Your vote is important. Please help us to eliminate the expense
of follow-up mailings by signing and returning this voting
instruction card or by recording your voting instructions via the
Internet as soon as possible. A postage-paid envelope is
enclosed for your convenience.
THANK YOU!
IF YOU PROPERLY EXECUTE THIS CARD, HARTFORD LIFE WILL VOTE
THE INTERESTS OF THE FUND ATTRIBUTABLE TO YOU IN ACCORDANCE WITH
YOUR INSTRUCTIONS INDICATED BELOW. IF YOU SIGN THE CARD BUT DO
NOT DIRECT HARTFORD LIFE HOW TO VOTE, HARTFORD LIFE
WILL VOTE THE INTERESTS ATTRIBUTABLE TO YOU IN FAVOR OF THE
PROPOSALS. IF YOU DO NOT PROVIDE HARTFORD LIFE WITH ANY
VOTING INSTRUCTIONS, EITHER BY RETURNING THIS CARD OR BY
RECORDING INSTRUCTIONS ON THE INTERNET, HARTFORD LIFE WILL
VOTE YOUR INTERESTS IN THE SAME PROPORTION AS INTERESTS FOR WHICH
IT HAS RECEIVED INSTRUCTIONS. THE UNDERSIGNED, BY COMPLETING
THIS FORM, DOES HEREBY AUTHORIZE HARTFORD LIFE AND ITS
AFFILIATES AND EMPLOYEES TO EXERCISE THEIR DISCRETION IN VOTING
UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
THE TRUSTEES RECOMMEND A VOTE FOR THE PROPOSALS LISTED BELOW:
PLEASE VOTE BY FILLING IN THE APPROPRIATE BOXES BELOW.
FOR AGAINST ABSTAIN
1. PROPOSAL TO APPROVE A NEW / / / / / /
MANAGEMENT CONTRACT INCREASING
THE FEES PAYABLE TO PUTNAM
INVESTMENT MANAGEMENT,
INC.
2. PROPOSAL TO APPROVE AN / / / / / /
AMENDMENT TO THE FUND'S
FUNDAMENTAL INVESTMENT
RESTRICTION WITH RESPECT TO
BORROWING.
3. PROPOSAL TO APPROVE AN
AMENDMENT / / / / / /
TO THE FUND'S FUNDAMENTAL INVESTMENT
RESTRICTION WITH RESPECT TO MAKING LOANS.
NOTE: If you have questions on any of the proposals ,
please call 1-800- 521-0538.
FOR YOUR CONVENIENCE YOU MAY RECORD YOUR VOTING INSTRUCTIONS VIA
THE INTERNET OR BY RETURNING THIS VOTING INSTRUCTION CARD BY MAIL
Your vote is very important. If you choose to record your voting
instructions via the Internet, visit the website at
www.proxyweb.com . Please refer to the instructions below.
Your voting instructions will be immediately confirmed and
posted.
TO RECORD YOUR VOTING INSTRUCTIONS VIA THE INTERNET
1. Read the proxy statement.
2. Go to www.proxyweb.com .
3. Enter the 14 -digit control number on your voting
instruction card.
4. Follow the instructions on the site.
IF YOU VOTE ON THE INTERNET, THERE IS NO NEED TO RETURN YOUR
VOTING INSTRUCTION CARD.
HARTFORD LIFE INSURANCE COMPANY
THIS IS YOUR VOTING INSTRUCTION CARD.
PLEASE RECORD YOUR VOTING INSTRUCTIONS ON THIS VOTING INSTRUCTION
CARD, SIGN IT BELOW, AND RETURN IT PROMPTLY IN THE ENVELOPE
PROVIDED. YOUR VOTE IS IMPORTANT.
Voting instruction card for a meeting of
shareholders to be held on November 4, 1999 for PUTNAM VT GLOBAL
GROWTH FUND OF PUTNAM VARIABLE TRUST.
THIS VOTING INSTRUCTION CARD IS SOLICITED BY HARTFORD LIFE
INSURANCE COMPANY ("HARTFORD ") FROM OWNERS OF
VARIABLE ANNUITY AND LIFE INSURANCE CONTRACTS ISSUED BY HARTFORD
WHO HAVE SPECIFIED THAT A PORTION OF THEIR INVESTMENTS BE
ALLOCATED TO THE FUND.
The undersigned contract owner hereby instructs that the
votes attributable to the undersigned's interests with respect to
the fund be cast as directed on the reverse side, at the meeting
of shareholders of Putnam VT Global Growth Fund of Putnam
Variable Trust on November 4, 1999, at 2:00 p.m. Boston
time, and any adjournments thereof.
PLEASE BE SURE TO SIGN AND DATE THIS VOTING INSTRUCTION CARD.
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.
- -----------------------------------------------------------------
- ----------------------------------------------
Contract owner sign here Date
- -----------------------------------------------------------------
- ----------------------------------------------
Co-owner sign here Date
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 voting instruction card and return it
with your signed card in the enclosed envelope.
Name
- -----------------------------------------------------------------
- ----------------------------------------------------- Street
- -----------------------------------------------------------------
- -----------------------------------------------------
City State
Zip
- -----------------------------------------------------------------
- -----------------------------------------------------
Telephone
- -----------------------------------------------------------------
- -----------------------------------------------------
DO YOU HAVE ANY COMMENTS?
- -----------------------------------------------------------------
- -----------------------------------------------------
- -----------------------------------------------------------------
- -----------------------------------------------------
DEAR CONTRACT OWNER:
Your vote is important. Please help us to eliminate the expense
of follow-up mailings by signing and returning this voting
instruction card or by recording your voting instructions via the
Internet as soon as possible. A postage-paid envelope is
enclosed for your convenience.
THANK YOU!
IF YOU PROPERLY EXECUTE THIS CARD, HARTFORD WILL VOTE THE
INTERESTS OF THE FUND ATTRIBUTABLE TO YOU IN ACCORDANCE WITH YOUR
INSTRUCTIONS INDICATED BELOW. IF YOU SIGN THE CARD BUT DO NOT
DIRECT HARTFORD HOW TO VOTE, HARTFORD WILL VOTE
THE INTERESTS ATTRIBUTABLE TO YOU IN FAVOR OF THE PROPOSALS. IF
YOU DO NOT PROVIDE HARTFORD WITH ANY VOTING INSTRUCTIONS,
EITHER BY RETURNING THIS CARD OR BY RECORDING INSTRUCTIONS ON THE
INTERNET, HARTFORD WILL VOTE YOUR INTERESTS IN THE SAME
PROPORTION AS INTERESTS FOR WHICH IT HAS RECEIVED INSTRUCTIONS.
THE UNDERSIGNED, BY COMPLETING THIS FORM, DOES HEREBY AUTHORIZE
HARTFORD AND ITS AFFILIATES AND EMPLOYEES TO EXERCISE
THEIR DISCRETION IN VOTING UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING.
THE TRUSTEES RECOMMEND A VOTE FOR THE PROPOSALS LISTED BELOW:
PLEASE VOTE BY FILLING IN THE APPROPRIATE BOXES BELOW.
FOR AGAINST ABSTAIN
1. PROPOSAL TO APPROVE A NEW / / / / / /
MANAGEMENT CONTRACT INCREASING
THE FEES PAYABLE TO PUTNAM
INVESTMENT MANAGEMENT,
INC.
2. PROPOSAL TO APPROVE AN / / / / / /
AMENDMENT TO THE FUND'S
FUNDAMENTAL INVESTMENT
RESTRICTION WITH RESPECT TO
BORROWING.
3. PROPOSAL TO APPROVE AN
AMENDMENT / / / / / /
TO THE FUND'S FUNDAMENTAL INVESTMENT
RESTRICTION WITH RESPECT TO MAKING LOANS.
NOTE: If you have questions on any of the proposals ,
please call 1-800- 521-0538.
FOR YOUR CONVENIENCE YOU MAY RECORD YOUR VOTING INSTRUCTIONS VIA
THE INTERNET OR BY RETURNING THIS VOTING INSTRUCTION CARD BY MAIL
Your vote is very important. If you choose to record your voting
instructions via the Internet, visit the website at
www.proxyweb.com . Please refer to the instructions below.
Your voting instructions will be immediately confirmed and
posted.
TO RECORD YOUR VOTING INSTRUCTIONS VIA THE INTERNET
1. Read the proxy statement.
2. Go to www.proxyweb.com .
3. Enter the 14 -digit control number on your voting
instruction card.
4. Follow the instructions on the site.
IF YOU VOTE ON THE INTERNET, THERE IS NO NEED TO RETURN YOUR
VOTING INSTRUCTION CARD.
PARAGON LIFE INSURANCE COMPANY
THIS IS YOUR VOTING INSTRUCTION CARD.
PLEASE RECORD YOUR VOTING INSTRUCTIONS ON THIS VOTING INSTRUCTION
CARD, SIGN IT BELOW, AND RETURN IT PROMPTLY IN THE ENVELOPE
PROVIDED. YOUR VOTE IS IMPORTANT.
Voting instruction card for a meeting of
shareholders to be held on November 4, 1999 for PUTNAM VT GLOBAL
GROWTH FUND OF PUTNAM VARIABLE TRUST.
THIS VOTING INSTRUCTION CARD IS SOLICITED BY PARAGON LIFE
INSURANCE COMPANY ("PARAGON ") FROM OWNERS OF
VARIABLE ANNUITY AND LIFE INSURANCE CONTRACTS ISSUED BY
PARAGON WHO HAVE SPECIFIED THAT A PORTION OF THEIR
INVESTMENTS BE ALLOCATED TO THE FUND.
The undersigned contract owner hereby instructs that the
votes attributable to the undersigned's interests with respect to
the fund be cast as directed on the reverse side, at the meeting
of shareholders of Putnam VT Global Growth Fund of Putnam
Variable Trust on November 4, 1999, at 2:00 p.m. Boston
time, and any adjournments thereof.
PLEASE BE SURE TO SIGN AND DATE THIS VOTING INSTRUCTION CARD.
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.
- -----------------------------------------------------------------
- ----------------------------------------------
Contract owner sign here Date
- -----------------------------------------------------------------
- ----------------------------------------------
Co-owner sign here Date
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 voting instruction card and return it
with your signed card in the enclosed envelope.
Name
- -----------------------------------------------------------------
- -----------------------------------------------------
Street
- -----------------------------------------------------------------
- -----------------------------------------------------
City State
Zip
- -----------------------------------------------------------------
- -----------------------------------------------------
Telephone
- -----------------------------------------------------------------
- -----------------------------------------------------
DO YOU HAVE ANY COMMENTS?
- -----------------------------------------------------------------
- -----------------------------------------------------
- -----------------------------------------------------------------
- -----------------------------------------------------
- -----------------------------------------------------------------
- -----------------------------------------------------
DEAR CONTRACT OWNER:
Your vote is important. Please help us to eliminate the expense
of follow-up mailings by signing and returning this voting
instruction card or by recording your voting instructions via the
Internet as soon as possible. A postage-paid envelope is
enclosed for your convenience.
THANK YOU!
IF YOU PROPERLY EXECUTE THIS CARD, PARAGON WILL VOTE THE
INTERESTS OF THE FUND ATTRIBUTABLE TO YOU IN ACCORDANCE WITH YOUR
INSTRUCTIONS INDICATED BELOW. IF YOU SIGN THE CARD BUT DO NOT
DIRECT PARAGON HOW TO VOTE, PARAGON WILL VOTE THE INTERESTS
ATTRIBUTABLE TO YOU IN FAVOR OF THE PROPOSALS. IF YOU DO NOT
PROVIDE PARAGON WITH ANY VOTING INSTRUCTIONS, EITHER BY RETURNING
THIS CARD OR BY RECORDING INSTRUCTIONS ON THE INTERNET, PARAGON
WILL VOTE YOUR INTERESTS IN THE SAME PROPORTION AS INTERESTS FOR
WHICH IT HAS RECEIVED INSTRUCTIONS. THE UNDERSIGNED, BY
COMPLETING THIS FORM, DOES HEREBY AUTHORIZE PARAGON AND ITS
AFFILIATES AND EMPLOYEES TO EXERCISE THEIR DISCRETION IN VOTING
UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
THE TRUSTEES RECOMMEND A VOTE FOR THE PROPOSALS LISTED BELOW:
PLEASE VOTE BY FILLING IN THE APPROPRIATE BOXES BELOW.
FOR AGAINST ABSTAIN
1. PROPOSAL TO APPROVE A NEW / / / / / /
MANAGEMENT CONTRACT INCREASING
THE FEES PAYABLE TO PUTNAM
INVESTMENT MANAGEMENT,
INC.
2. PROPOSAL TO APPROVE AN / / / / / /
AMENDMENT TO THE FUND'S
FUNDAMENTAL INVESTMENT
RESTRICTION WITH RESPECT TO
BORROWING.
3. PROPOSAL TO APPROVE AN
AMENDMENT / / / / / /
TO THE FUND'S FUNDAMENTAL INVESTMENT
RESTRICTION WITH RESPECT TO MAKING LOANS.
NOTE: If you have questions on any of the proposals ,
please call 1-800- 521-0538.
FOR YOUR CONVENIENCE YOU MAY RECORD YOUR VOTING INSTRUCTIONS VIA
THE INTERNET OR BY RETURNING THIS VOTING INSTRUCTION CARD BY MAIL
Your vote is very important. If you choose to record your voting
instructions via the Internet, visit the website at
www.proxyweb.com . Please refer to the instructions below.
Your voting instructions will be immediately confirmed and
posted.
TO RECORD YOUR VOTING INSTRUCTIONS VIA THE INTERNET
1. Read the proxy statement.
2. Go to www.proxyweb.com .
3. Enter the 14 -digit control number on your voting
instruction card.
4. Follow the instructions on the site.
IF YOU VOTE ON THE INTERNET, THERE IS NO NEED TO RETURN YOUR
VOTING INSTRUCTION CARD.
PFL LIFE INSURANCE COMPANY
THIS IS YOUR VOTING INSTRUCTION CARD.
PLEASE RECORD YOUR VOTING INSTRUCTIONS ON THIS VOTING INSTRUCTION
CARD, SIGN IT BELOW, AND RETURN IT PROMPTLY IN THE ENVELOPE
PROVIDED. YOUR VOTE IS IMPORTANT.
Voting instruction card for a meeting of
shareholders to be held on November 4, 1999 for PUTNAM VT GLOBAL
GROWTH FUND OF PUTNAM VARIABLE TRUST.
THIS VOTING INSTRUCTION CARD IS SOLICITED BY PFL LIFE INSURANCE
COMPANY ("PFL ") FROM OWNERS OF VARIABLE ANNUITY AND LIFE
INSURANCE CONTRACTS ISSUED BY PFL WHO HAVE SPECIFIED THAT A
PORTION OF THEIR INVESTMENTS BE ALLOCATED TO THE FUND.
The undersigned contract owner hereby instructs that the
votes attributable to the undersigned's interests with respect to
the fund be cast as directed on the reverse side, at the meeting
of shareholders of Putnam VT Global Growth Fund of Putnam
Variable Trust on November 4, 1999, at 2:00 p.m. Boston
time, and any adjournments thereof.
PLEASE BE SURE TO SIGN AND DATE THIS VOTING INSTRUCTION CARD.
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.
- -----------------------------------------------------------------
- ----------------------------------------------
Contract owner sign here Date
- -----------------------------------------------------------------
- ----------------------------------------------
Co-owner sign here Date
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 voting instruction card and return it
with your signed card in the enclosed envelope.
Name
- -----------------------------------------------------------------
- -----------------------------------------------------
Street
- -----------------------------------------------------------------
- -----------------------------------------------------
City State
Zip
- -----------------------------------------------------------------
- -----------------------------------------------------Telephone
- -----------------------------------------------------------------
- -----------------------------------------------------
DO YOU HAVE ANY COMMENTS?
- -----------------------------------------------------------------
- ------------------------------------------------------
- -----------------------------------------------------------------
- ------------------------------------------------------
- -----------------------------------------------------------------
- ------------------------------------------------------
DEAR CONTRACT OWNER:
Your vote is important. Please help us to eliminate the expense
of follow-up mailings by signing and returning this voting
instruction card or by recording your voting instructions via the
Internet as soon as possible. A postage-paid envelope is
enclosed for your convenience.
THANK YOU!
IF YOU PROPERLY EXECUTE THIS CARD, PFL WILL VOTE THE INTERESTS OF
THE FUND ATTRIBUTABLE TO YOU IN ACCORDANCE WITH YOUR INSTRUCTIONS
INDICATED BELOW. IF YOU SIGN THE CARD BUT DO NOT DIRECT PFL HOW
TO VOTE, PFL WILL VOTE THE INTERESTS ATTRIBUTABLE TO YOU IN FAVOR
OF THE PROPOSALS. IF YOU DO NOT PROVIDE PFL WITH ANY VOTING
INSTRUCTIONS, EITHER BY RETURNING THIS CARD OR BY RECORDING
INSTRUCTIONS ON THE INTERNET, PFL WILL VOTE YOUR INTERESTS IN THE
SAME PROPORTION AS INTERESTS FOR WHICH IT HAS RECEIVED
INSTRUCTIONS. THE UNDERSIGNED, BY COMPLETING THIS FORM, DOES
HEREBY AUTHORIZE PFL AND ITS AFFILIATES AND EMPLOYEES TO EXERCISE
THEIR DISCRETION IN VOTING UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING.
THE TRUSTEES RECOMMEND A VOTE FOR THE PROPOSALS LISTED BELOW:
PLEASE VOTE BY FILLING IN THE APPROPRIATE BOXES BELOW.
FOR AGAINST ABSTAIN
1. PROPOSAL TO APPROVE A NEW / / / / / /
MANAGEMENT CONTRACT INCREASING
THE FEES PAYABLE TO PUTNAM
INVESTMENT MANAGEMENT,
INC.
2. PROPOSAL TO APPROVE AN / / / / / /
AMENDMENT TO THE FUND'S
FUNDAMENTAL INVESTMENT
RESTRICTION WITH RESPECT TO
BORROWING.
3. PROPOSAL TO APPROVE AN
AMENDMENT / / / / / /
TO THE FUND'S FUNDAMENTAL INVESTMENT
RESTRICTION WITH RESPECT TO MAKING LOANS.
NOTE: If you have questions on any of the proposals ,
please call 1-800- 521-0538 .