SCHEDULE 14A INFORMATION
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OF THE SECURITIES EXCHANGE ACT OF 1934
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PUTNAM AMERICAN GOVERNMENT INCOME FUND
PUTNAM ARIZONA TAX EXEMPT INCOME FUND
PUTNAM CALIFORNIA TAX EXEMPT INCOME FUND
PUTNAM DIVERSIFIED INCOME TRUST
PUTNAM FLORIDA TAX EXEMPT INCOME FUND
PUTNAM FUNDS TRUST
PUTNAM GLOBAL INCOME TRUST
PUTNAM HIGH YIELD ADVANTAGE FUND
PUTNAM HIGH YIELD TRUST
PUTNAM INCOME FUND
PUTNAM INTERMEDIATE U.S. GOVERNMENT INCOME FUND
PUTNAM MASSACHUSETTS TAX EXEMPT INCOME FUND
PUTNAM MICHIGAN TAX EXEMPT INCOME FUND
PUTNAM MINNESOTA TAX EXEMPT INCOME FUND
PUTNAM MONEY MARKET FUND
PUTNAM MUNICIPAL INCOME FUND
PUTNAM NEW JERSEY TAX EXEMPT INCOME FUND
PUTNAM NEW YORK TAX EXEMPT INCOME FUND
PUTNAM OHIO TAX EXEMPT INCOME FUND
PUTNAM PENNSYLVANIA TAX EXEMPT INCOME FUND
PUTNAM TAX EXEMPT INCOME FUND
PUTNAM TAX EXEMPT MONEY MARKET FUND
PUTNAM TAX-FREE INCOME TRUST
PUTNAM U.S. GOVERNMENT INCOME TRUST
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I am writing to let you know about an upcoming proxy solicitation to
Putnam fund shareholders. As a fiduciary, the plan is the shareholder of
the fund, and, as such, has the right to vote the fund's shares. In
early September, proxy materials-- a proxy statement, a proxy ballot,
and a guide to understanding the proxy-- will be mailed to shareholders
of all 58 Putnam retail open-end funds. Most notably, the proxy relates
to the election of the funds' Trustees. In addition, there are several
administrative proposals that are designed to increase the funds'
investment flexibility and to make their investment restrictions simpler
and more uniform across Putnam funds. These changes would also help make
Putnam's compliance monitoring more efficient.
The Trustees of the Putnam funds recommend that shareholders vote
affirmatively on all proxy proposals. We encourage you to vote your
proxy by mail, phone, or online. The information below will help you
better understand the proxy proposals.
Election of Trustees:
Under this proposal, you are asked to elect the funds' Trustees. Under
new SEC requirements applicable to most mutual funds, at least 75% of a
fund's Trustees, as well as its chairperson, must be independent, which
means that they are not affiliated with the fund's investment advisor.
Even prior to the new SEC rules and, in fact, since July 1, 2000, the
Putnam funds' Trustees have met both independence requirements. We have
always believed that having a majority of Trustees who are independent
enhances the ability of the Trustees to effectively protect the
interests of shareholders. The Putnam funds currently have 11 Trustees,
nine of whom are independent. The Trustees have nominated three
additional Trustees, two of whom would be independent. In total,
shareholders are asked to vote for 14 Trustees, 11 of whom would be
independent.
Approval of amendment to the funds' agreements and declarations of
trust:
This proposal, which would affect all of your Putnam funds, would give
the funds the flexibility to pay redemptions in the form of portfolio
securities rather than in cash. The funds would consider making in-kind
redemptions only in exceptional situations where the size and/or timing
of the request would severely strain the fund's liquidity resources --
for instance, when an investor, without giving prior notice, submits a
very large redemption request that would require the fund to immediately
liquidate sizeable portfolio positions at disadvantageous prices. The
Trustees believe that the ability to pay a redemption wholly or
partially in kind under such circumstances would benefit a fund's
remaining shareholders. Redemption requests under ordinary circumstances
would not be affected by this proposal. This is a standard industry
provision for many mutual fund companies and was recommended by Ropes &
Gray, LLP, independent legal counsel to the funds and the independent
Trustees.
Administrative changes:
The administrative proposals seek to make changes to the funds'
investment restrictions with respect to the following:
1. Borrowing and lending
These proposals seek to bring the funds' borrowing and lending
restrictions in line with those currently in place for other Putnam
funds. While it is important to note that it is not standard practice
for any fund to borrow or lend money, Putnam Management has recommended
the proposed revisions in order to give the funds greater flexibility to
participate in the future in an interfund borrowing and lending program
approved by the SEC, which potentially could be used to meet temporary
cash needs of a fund.
2. Diversification of investments
This proposal, which would affect all funds in your plan, seeks to
simplify the funds' investment restrictions and make them uniform with
respect to the Investment Company Act's technical diversification
requirements. The proposal would not affect any fund's current status as
a diversified or nondiversified fund. In particular, the proposal would
enhance the funds' flexibility to use Putnam Prime Money Market Fund as
a cash investment vehicle.
3. Issuance of senior securities
All Putnam open-end funds are prohibited from issuing senior securities,
including shares of preferred stock. This policy would remain unchanged
under the proposal. However, the proposal would revise the language of
the policy of certain funds to conform with that of most other Putnam
funds. The revised language of the policy would make clear that any
already-permitted borrowings (such as temporary borrowings through an
interfund borrowing program) would not be technically viewed as creating
a senior security.
Fund specific proposals:
1. Approval of amendment to Putnam Equity Income Fund's investment
objective:
This proposal would restate the fund's investment objective to give
greater emphasis to capital appreciation. Consistent with the fund's
nonfundamental policy of investing at least 80% of net assets in common
stocks and other equity investments that offer potential for current
income, the fund's management team would be able to give more weight to
stocks that offer capital appreciation potential.
2. Proposals for Putnam U.S. Government Income Trust:
Two proposals, which apply only to Putnam U.S. Government Income Trust,
would make this fund's restrictions consistent with those of Putnam's
other government income funds. One proposal would revise the fund's
fundamental investment restriction with respect to investments in
commodities to enable the use of financial futures, a commonly used
investment tool. The other proposal seeks to eliminate the fund's
prohibition on investments in options and related derivatives.
The shareholder meeting for the retail open-end funds is scheduled to
take place on November 11, 2004. I want to thank you for taking the time
to understand the proxy process, the proposals, and the importance of
voting. If you have any questions, or would like more detailed
information, please contact your dedicated Relationship Manager.
Sincerely,
Joseph P. Craven
Director, Institutional Retirement Services
Putnam Retail Management