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
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 14a
- ---- 6(i)(1) and 0-11
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (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 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
The proxy statement
This proxy statement can help you decide how you want to vote on
important issues relating to the Putnam funds in which you invest
through your insurance contract. When you complete and sign your voting
instruction card, your insurance company will vote the Putnam fund
shares corresponding to your insurance contract exactly as you have
indicated. If you simply sign the voting instruction card, your
insurance company will vote in accordance with the Trustees'
recommendations on page 7 of the proxy statement. The Trustees recommend
that shareholders vote in favor of the proposals described in this
document and listed on your voting instruction card.
Please take a few moments and decide how you want to vote. When
shareholders don't return their voting instruction cards in sufficient
numbers, follow-up solicitations are required, which cost your fund
money.
You can vote by returning your voting instruction card in the envelope
provided. Or you can go to the Web. See your voting instruction card for
instructions for voting via the Web. If you have any questions, please
call 1-866-419-0695 or call your financial advisor.
PUTNAM INVESTMENTS
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Table of contents
A Message from the Chairman 1
Notice of Shareholder Meeting 3
Trustees' Recommendations 7
Proxy BALLOT OR VOTING INSTRUCTION CARD enclosed
If you have any questions, please contact us at 1-866-419-0695 or call your
financial advisor.
A Message from the Chairman
[GRAPHIC OMITTED: PHOTO OF JOHN A. HILL, CHAIRMAN]
Dear Investor:
As you know, you are an investor in the Putnam funds through a variable
annuity or life insurance contract (a "Contract"). I am writing to you
to ask you to instruct your insurance company as to how to vote on
important matters that affect your investment in the Putnam funds,
including the election of Trustees and, for certain funds, the
additional matters indicated on page 6.
As you may know, the SEC recently adopted rules designed to enhance the
independence and effectiveness of mutual fund trustees. Although
trustees do not manage fund portfolios, they play an important role in
protecting fund shareholders and investors, and are responsible for
approving the fees paid to the fund's investment adviser and its
affiliates, reviewing overall fund expenses, selecting the fund's
auditors, monitoring conflicts of interests, overseeing the fund's
compliance with federal securities laws and voting proxies relating to
the fund's portfolio securities.
Your fund's Trustees believe that these responsibilities are best
carried out by a board that is independent of the fund's investment
adviser both in fact and in spirit. The new SEC rules effectively
require most funds to have a board of trustees whose independent
trustees (i.e., trustees who are not "interested persons" of the fund or
its investment adviser) constitute at least 75% of the board and whose
chairman is independent. Your fund has met both of these requirements
since July 1, 2000. We strongly supported these rules when initially
proposed by the SEC and are pleased that other fund families will soon
also be held to these standards.
It is also noteworthy that your fund's Trustees have been strong
proponents of other reforms in the mutual fund industry. We supported
new SEC rules requiring funds to make their proxy voting records
available to shareholders, and the Putnam funds were one of the first
major fund families to begin disclosing their proxy voting guidelines.
We also were one of the first mutual fund boards to end the practice of
using fund brokerage commissions to reward brokers for selling fund
shares.
In the proxy statement, you will also notice that your fund's independent
Trustees have nominated three new individuals to serve as Trustees of your
fund. Two of the three new nominees are independent, and all three have had
outstanding careers as leaders in the investment management industry.
We need your instructions and urge you to instruct your insurance
company as to how to vote the shares of the funds relating your Contract
via the Internet, or by completing, signing and returning the enclosed
voting instruction card(s) promptly. Internet voting instructions are
listed at the top of your card.
I'm sure that you, like most people, lead a busy life and are tempted to
put this voting instruction card aside for another day. Please don't.
When investors fail to provide voting instructions, their fund may have
to incur the expense of follow-up solicitations. All investors benefit
from the speedy return of voting instruction cards.
Your vote is important to us. We appreciate the time and consideration I
am sure you will give these important matters. If you have questions
about the proposals, please call a Putnam customer service
representative at 1-866-419-0695 or contact your financial advisor.
Sincerely yours,
/S/ JOHN A. HILL
John A. Hill, Chairman
Notice of a Meeting of Shareholders
To the Shareholders of:
PUTNAM VT AMERICAN GOVERNMENT INCOME FUND
PUTNAM VT CAPITAL APPRECIATION FUND
PUTNAM VT CAPITAL OPPORTUNITIES FUND
PUTNAM VT DISCOVERY GROWTH FUND
PUTNAM VT DIVERSIFIED INCOME FUND
PUTNAM VT EQUITY INCOME FUND
PUTNAM VT THE GEORGE PUTNAM FUND OF BOSTON
PUTNAM VT GLOBAL ASSET ALLOCATION FUND
PUTNAM VT GLOBAL EQUITY FUND
PUTNAM VT GROWTH AND INCOME FUND
PUTNAM VT GROWTH OPPORTUNITIES FUND
PUTNAM VT HEALTH SCIENCES FUND
PUTNAM VT HIGH YIELD FUND
PUTNAM VT INCOME FUND
PUTNAM VT INTERNATIONAL EQUITY FUND
PUTNAM VT INTERNATIONAL GROWTH AND
INCOME FUND
PUTNAM VT INTERNATIONAL NEW
OPPORTUNITIES FUND
PUTNAM VT INVESTORS FUND
PUTNAM VT MID CAP VALUE FUND
PUTNAM VT MONEY MARKET FUND
PUTNAM VT NEW OPPORTUNITIES FUND
PUTNAM VT NEW VALUE FUND
PUTNAM VT OTC & EMERGING GROWTH FUND
PUTNAM VT RESEARCH FUND
PUTNAM VT SMALL CAP VALUE FUND
PUTNAM VT UTILITIES GROWTH AND INCOME FUND
PUTNAM VT VISTA FUND
PUTNAM VT VOYAGER FUND
* This is the formal agenda for your fund's shareholder meeting. It
tells you what proposals will be voted on and the time and place of the
meeting.
A Meeting of Shareholders of each fund that is a series of Putnam
Variable Trust (the "Trust") will be held on December 9, 2004 at 11:00
a.m., Boston time, at the principal offices of the funds on the 12th
floor of One Post Office Square, Boston, Massachusetts 02109, to
consider the following:
1. Electing the Trust's nominees for Trustees;
2.A. Approving an amendment to certain funds' fundamental investment
restrictions with respect to borrowing;
2.B. Approving an amendment to certain funds' fundamental investment
restrictions with respect to making loans;
2.C. Approving an amendment to the funds' fundamental investment
restrictions with respect to diversification of investments;
2.D. Approving an amendment to a fund's investment objective and
3. Approving an amendment to the Trust's Agreement and Declaration of
Trust.
By the Trustees
John A. Hill, Chairman
George Putnam, III, President
Jameson A. Baxter
Charles B. Curtis
Ronald J. Jackson
Paul L. Joskow
Elizabeth T. Kennan
John H. Mullin, III
Robert E. Patterson
A.J.C. Smith
W. Thomas Stephens
We urge you to mark, sign, date and mail the enclosed voting instruction
card in the postage-paid envelope provided or record your voting
instructions via the Internet so that you will be represented at the
meeting.
October 8, 2004
Proposal Proposal Description Applicable Funds Page
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1 Election of Trustees All funds 9
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2.A. Approving an amendment Putnam VT Diversified Income Fund Putnam VT International New Opportunities Fund 37
to certain funds' Putnam VT Global Asset Allocation Fund Putnam VT Money Market Fund
fundamental investment Putnam VT Growth and Income Fund Putnam VT New Opportunities Fund
restrictions with Putnam VT High Yield Fund Putnam VT New Value Fund
respect to borrowing Putnam VT Income Fund Putnam VT Utilities Growth and Income Fund
Putnam VT International Equity Fund Putnam VT Vista Fund
Putnam VT International Growth and Income Fund Putnam VT Voyager Fund
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2.B. Approving an amendment Putnam VT Diversified Income Fund Putnam VT International New Opportunities Fund 39
to certain funds' Putnam VT Global Asset Allocation Fund Putnam VT Money Market Fund
fundamental investment Putnam VT Growth and Income Fund Putnam VT New Opportunities Fund
restrictions with Putnam VT High Yield Fund Putnam VT New Value Fund
respect to making loans Putnam VT Income Fund Putnam VT Utilities Growth and Income Fund
Putnam VT International Equity Fund Putnam VT Vista Fund
Putnam VT International Growth and Income Fund Putnam VT Voyager Fund
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2.C. Approving an amendment All funds 41
to the funds' fundamental
investment restrictions
with respect to
diversification of
investments
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2.D. Approving an amendment Putnam VT Equity Income Fund 43
to a fund's investment
objective
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3 Approval of an amendment All funds 45
to the Trust's Agreement
and Declaration of Trust
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Proxy statement
This document will give you the information you need to vote on the
proposals. Much of the information is required under rules of the
Securities and Exchange Commission ("SEC"); some of it is technical. If
there is anything you don't understand, please contact us at our
toll-free number, 1-866-419-0695, or call your financial advisor.
* Who is asking for your vote?
The enclosed proxy is solicited by the Trustees of Putnam Variable Trust
(the "Trust") for use at the Meeting of Shareholders of each fund that
is a series of the Trust to be held on December 9, 2004, and, if your
fund's meeting is adjourned, at any later meetings, for the purposes
stated in the Notice of Meeting (see previous pages). The Notice of
Meeting, the proxy and the proxy statement are being mailed on or about
October 8, 2004.
* How do your fund's Trustees recommend that shareholders vote on these
proposals?
The Trustees recommend that you vote
1. For electing the Trust's nominees for Trustees;
2.A. For approving an amendment to certain funds' fundamental
investment restrictions with respect to borrowing;
2.B. For approving an amendment to certain funds' fundamental
investment restrictions with respect to making loans;
2.C. For approving an amendment to the funds' fundamental investment
restrictions with respect to diversification of investments;
2.D. For approving an amendment to a fund's investment objective and
3. For approving an amendment to the Trust's Agreement and Declaration
of Trust.
Please see the table on page 6 for a list of the affected funds for
each proposal.
* Who is eligible to vote?
Shareholders of record of each affected fund at the close of business on
September 20, 2004 are entitled to be present and to vote at the meeting
or any adjourned meeting.
As of that date, certain insurance companies (collectively, the
"Insurance Companies") were shareholders of record of each of the funds.
Each Insurance Company will vote shares of the fund or funds 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 are held. Accordingly,
this proxy statement is also intended to be used by the Insurance
Companies in obtaining these voting instructions from Contract Owners.
In the event that a Contract Owner gives no instructions, the relevant
Insurance Company will vote the shares of the appropriate fund
attributable to the Contract Owner in the same proportion as shares of
that fund for which it has received instructions.
The Proposals
I. ELECTION OF TRUSTEES.
* Who are the nominees for Trustees?
The Board Policy and Nominating Committee of the Trustees of the Trust
makes recommendations concerning the nominees for Trustees of the Trust.
The Board Policy and Nominating Committee consists solely of Trustees
who are not "interested persons" (as defined in the Investment Company
Act of 1940, as amended (the "1940 Act")) of the Trust or Putnam
Investment Management, LLC, your fund's investment manager ("Putnam
Management"). Those Trustees who are not "interested persons" of the
Trust or Putnam Management are referred to as "Independent Trustees"
throughout this proxy statement.
The Board Policy and Nominating Committee has fixed the number of
Trustees of the Trust at 14 and recommends that you vote for the
election of the nominees described in the following pages.
The 14 nominees for election as Trustees at the shareholder meeting of
your fund who receive the greatest number of votes from shareholders
will be elected as Trustees of the Trust.
The nominees for Trustees and their backgrounds are shown in the
following pages. This information includes each nominee's name, date of
birth, principal occupation(s) during the past five years and other
information about the nominee's professional background, including other
directorships the nominee holds. Each Trustee oversees all of the Putnam
funds and serves until the election and qualification of his or her
successor, or until he or she sooner dies, resigns or is removed. Each
nominee other than Ms. Drucker and Messrs. Haldeman and Worley currently
serves as a Trustee of the Trust. The address of all of the Trustees and
nominees is One Post Office Square, Boston, Massachusetts 02109. At
December 31, 2003, there were 101 Putnam funds.
Jameson A. Baxter (9/6/43),
Trustee since 1994
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Ms. Baxter is the President of Baxter Associates, Inc., a private
investment firm that she founded in 1986.
Ms. Baxter serves as a Director of ASHTA Chemicals, Inc., Banta
Corporation (a printing and digital imaging firm), Ryerson Tull, Inc. (a
steel service corporation), Advocate Health Care and Board Source,
formerly the National Center for Nonprofit Boards. She is Chairman
Emeritus of the Board of Trustees, Mount Holyoke College, having served
as Chairman for five years and as a board member for thirteen years.
Until 2002, Ms. Baxter was a Director of Intermatic Corporation (a
manufacturer of energy control products).
Ms. Baxter has held various positions in investment banking and
corporate finance, including Vice President and Principal of the Regency
Group, and Vice President of and Consultant to First Boston Corporation.
She is a graduate of Mount Holyoke College.
Charles B. Curtis (4/27/40),
Trustee since 2001
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Mr. Curtis is President and Chief Operating Officer of the Nuclear
Threat Initiative (a private foundation dealing with national security
issues) and serves as Senior Advisor to the United Nations Foundation.
Mr. Curtis is a member of the Council on Foreign Relations and the
Trustee Advisory Council of the Applied Physics Laboratory, Johns
Hopkins University. Until 2003, Mr.Curtis was a member of the Electric
Power Research Institute Advisory Council and the University of Chicago
Board of Governors for Argonne National Laboratory. Prior to 2002, Mr.
Curtis was a Member of the Board of Directors of the Gas Technology
Institute and the Board of Directors of the Environment and Natural
Resources Program Steering Committee, John F. Kennedy School of
Government, Harvard University. Until 2001, Mr. Curtis was a member of
the Department of Defense Policy Board and Director of EG&G Technical
Services, Inc. (a fossil energy research and development support
company).
From August 1997 to December 1999, Mr. Curtis was a Partner at Hogan &
Hartson L.L.P., a Washington, D.C. law firm. Prior to May 1997, Mr.
Curtis was Deputy Secretary of Energy. He served as Chairman of the
Federal Energy Regulatory Commission from 1977 to 1981 and has held
positions on the staff of the U.S. House of Representatives, the U.S.
Treasury Department and the SEC.
Myra R. Drucker (1/16/48)
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Ms. Drucker is a Vice Chair of the Board of Trustees of Sarah Lawrence
College, a Trustee of Common fund (a not-for-profit firm specializing in
asset management for educational endowments and foundations) and a
member of the Investment Committee of the Kresge Foundation (a
charitable trust). She is also Chair of the New York Stock Exchange
(NYSE) Pension Managers Advisory Committee and a member of the Executive
Committee of the Committee on Investment of Employee Benefit Assets.
Until August 31, 2004, Ms. Drucker was Managing Director and a member of
the Board of Directors of General Motors Asset Management and Chief
Investment Officer of General Motors Trust Bank. Ms. Drucker also served
as a member of the NYSE Corporate Accountability and Listing Standards
Committee and the NYSE/NASD IPO Advisory Committee.
Prior to joining General Motors Asset Management in 2001, Ms. Drucker
held various executive positions in the investment management industry.
Ms. Drucker served as Chief Investment Officer of Xerox Corporation (a
technology and service company in the document industry), where she was
responsible for the investment of the company's pension assets. Ms.
Drucker was also Staff Vice President and Director of Trust Investments
for International Paper (a paper, paper distribution, packaging and
forest products company) and previously served as Manager of Trust
Investments for Xerox Corporation. Ms. Drucker received a B.A. degree in
Literature and Psychology from Sarah Lawrence College and pursued
graduate studies in economics, statistics and portfolio theory at Temple
University.
John A. Hill (1/31/42),
Trustee since 1985 and Chairman since 2000
[GRAPHIC OMITTED: PHOTO OF JOHN A. HILL]
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Mr. Hill is Vice Chairman of First Reserve Corporation, a private equity
buyout firm that specializes in energy investments in the diversified
worldwide energy industry.
Mr. Hill is a Director of Devon Energy Corporation, TransMontaigne Oil
Company, Continuum Health Partners of New York and various private
companies controlled by First Reserve Corporation, as well as a Trustee
of TH Lee, Putnam Investment Trust (a closed-end investment company
advised by an affiliate of Putnam Management). He is also a Trustee of
Sarah Lawrence College.
Prior to acquiring First Reserve Corporation in 1983, Mr. Hill held
executive positions in investment banking and investment management with
several firms and with the federal government, including Deputy
Associate Director of the Office of Management and Budget and Deputy
Director of the Federal Energy Administration. He is active in various
business associations, including the Economic Club of New York, and
lectures on energy issues in the United States and Europe. Mr. Hill
holds a B.A. degree in Economics from Southern Methodist University and
pursued graduate studies there as a Woodrow Wilson Fellow.
Ronald J. Jackson (12/17/43),
Trustee since 1996
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Mr. Jackson is a private investor.
Mr. Jackson is President of the Kathleen and Ronald J. Jackson
Foundation (a charitable trust). He is also a member of the Board of
Overseers of WGBH (a public television and radio station) as well as a
member of the Board of Overseers of the Peabody Essex Museum.
Mr. Jackson is the former Chairman, President and Chief Executive
Officer of Fisher-Price, Inc. (a major toy manufacturer), from which he
retired in 1993. He previously served as President and Chief Executive
Officer of Stride-Rite, Inc. (a manufacturer and distributor of
footwear) and of Kenner Parker Toys, Inc. (a major toy and game
manufacturer).
Mr. Jackson was President of Talbots, Inc. (a distributor of women's
apparel) and has held financial and marketing positions with General
Mills, Inc. and Parker Brothers (a toy and game company). Mr. Jackson is
a graduate of Michigan State University Business School.
Paul L. Joskow (6/30/47),
Trustee since 1997
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Dr. Joskow is the Elizabeth and James Killian Professor of Economics and
Management, and Director of the Center for Energy and Environmental
Policy Research at the Massachusetts Institute of Technology.
Dr. Joskow serves as a Director of National Grid Transco (a UK-based
holding company with interests in electric and gas transmission and
distribution and telecommunications infrastructure) and TransCanada
Corporation (an energy company focused on natural gas transmission and
power services). He also serves on the board of the Whitehead Institute
for Biomedical Research (a non-profit research institution) and has been
President of the Yale University Council since 1993. Prior to February
2002, he was a Director of State Farm Indemnity Company (an automobile
insurance company), and, prior to March 2000, he was a Director of New
England Electric System (a public utility holding company).
Dr. Joskow has published five books and numerous articles on topics in
industrial organization, government regulation of industry and
competition policy. He is active in industry restructuring,
environmental, energy, competition and privatization policies-- serving
as an advisor to governments and corporations worldwide. Dr. Joskow
holds a Ph.D. and M. Phil from Yale University and B.A. from Cornell
University.
Elizabeth T. Kennan (2/25/38),
Trustee since 1992
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Dr. Kennan is a Partner of Cambus-Kenneth Farm (thoroughbred horse and
cattle breeding). She is President Emeritus of Mount Holyoke College.
Dr. Kennan served as Chairman and is now Lead Director of Northeast
Utilities and is a Director of Talbots, Inc. She has served as Director
on a number of other boards, including Bell Atlantic, Chastain Real
Estate, Shawmut Bank, Berkshire Life Insurance and Kentucky Home Life
Insurance. She is a Trustee of the National Trust for Historic
Preservation, of Centre College and of Midway College in Midway,
Kentucky. She is also a member of The Trustees of Reservations. Dr.
Kennan has served on the oversight committee of the Folger Shakespeare
Library, as President of Five Colleges Incorporated, as a Trustee of
Notre Dame University and is active in various educational and civic
associations.
As a member of the faculty of Catholic University for twelve years,
until 1978, Dr. Kennan directed the post-doctoral program in Patristic
and Medieval Studies, taught history and published numerous articles.
Dr. Kennan holds a Ph.D. from the University of Washington in Seattle,
an M.S. from St. Hilda's College at Oxford University and an A.B. from
Mount Holyoke College. She holds several honorary doctorates.
John H. Mullin, III (6/15/41),
Trustee since 1997
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Mr. Mullin is the Chairman and CEO of Ridgeway Farm (a limited liability
company engaged in timber and farming).
Mr. Mullin serves as a Director of The Liberty Corporation (a
broadcasting company), Progress Energy, Inc. (a utility company,
formerly known as Carolina Power & Light) and Sonoco Products, Inc. (a
packaging company). Mr. Mullin is Trustee Emeritus of The National
Humanities Center and Washington & Lee University, where he served as
Chairman of the Investment Committee. Prior to May 2001, he was a
Director of Graphic Packaging International Corp. Prior to February
2004, he was a Director of Alex Brown Realty, Inc.
Mr. Mullin is also a past Director of Adolph Coors Company; ACX
Technologies, Inc.; Crystal Brands, Inc.; Dillon, Read & Co., Inc.;
Fisher-Price, Inc.; and The Ryland Group, Inc. Mr. Mullin is a graduate
of Washington & Lee University and The Wharton Graduate School,
University of Pennsylvania.
Robert E. Patterson (3/15/45),
Trustee since 1984
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Mr. Patterson is Senior Partner of Cabot Properties, L.P. and Chairman
of Cabot Properties, Inc. (a private equity firm investing in commercial
real estate).
Mr. Patterson serves as Chairman of the Joslin Diabetes Center and as a
Director of Brandywine Trust Group, LLC. Prior to June 2003, he was a
Trustee of Sea Education Association. Prior to December 2001, he was
President and Trustee of Cabot Industrial Trust (a publicly traded real
estate investment trust), prior to February 1998, he was Executive Vice
President and Director of Acquisitions of Cabot Partners Limited
Partnership (a registered investment adviser involved in institutional
real estate investments) and, prior to 1990, he served as Executive Vice
President of Cabot, Cabot & Forbes Realty Advisors, Inc. (the
predecessor company of Cabot Partners) and as a Senior Vice President of
the Beal Companies (a real estate management, investment and development
firm).
Mr. Patterson practiced law and held various positions in state
government and was the founding Executive Director of the Massachusetts
Industrial Finance Agency. Mr. Patterson is a graduate of Harvard
College and Harvard Law School.
W. Thomas Stephens (9/2/42),
Trustee since 1997
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Mr. Stephens serves on a number of corporate boards.
Effective November 2004, Mr. Stephens is expected to become Chief
Executive Officer of Boise Cascade, L.L.C. (a paper, forest product and
timberland assets company). Mr. Stephens serves as a Director of
TransCanada Pipelines Limited. Until 2004, Mr. Stephens was a Director
of Xcel Energy Incorporated (a public utility company), Qwest
Communications and Norske Canada, Inc. (a paper manufacturer). Until
2003, Mr. Stephens was a Director of Mail-Well, Inc. (a diversified
printing company). He served as Chairman of Mail-Well until 2001 and as
CEO of MacMillan-Bloedel, Ltd. (a forest products company) until 1999.
Prior to 1996, Mr. Stephens was Chairman and Chief Executive Officer of
Johns Manville Corporation. He holds B.S. and M.S. degrees from the
University of Arkansas.
Richard B. Worley (11/15/45)
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Mr. Worley is Managing Partner of Permit Capital LLC, an investment
management firm.
Mr. Worley serves on the Executive Committee of the University of
Pennsylvania Medical Center, is a Trustee of The Robert Wood Johnson
Foundation (a philanthropic organization devoted to health care issues)
and is a Director of The Colonial Williamsburg Foundation (a historical
preservation organization). Mr. Worley also serves on the investment
committees of Mount Holyoke College and World Wildlife Fund (a wildlife
conservation organization).
Prior to joining Permit Capital LLC in 2002, Mr. Worley served as Chief
Strategic Officer of Morgan Stanley Investment Management. He previously
served as President, Chief Executive Officer and Chief Investment
Officer of Morgan Stanley Dean Witter Investment Management and as a
Managing Director of Morgan Stanley, a financial services firm. Mr.
Worley also was the Chairman of Miller Anderson & Sherrerd, an
investment management firm. Mr. Worley holds a B.S. degree from
University of Tennessee and pursued graduate studies in economics at the
University of Texas.
* Interested Trustees
Charles E. Haldeman, Jr.* (10/29/48)
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Mr. Haldeman is President and Chief Executive Officer of Putnam, LLC
("Putnam Investments"). He is a member of Putnam Investments' Executive
Board of Directors and Advisory Council. Prior to November 2003, Mr.
Haldeman served as Co-Head of Putnam Investments' Investment Division.
Prior to joining Putnam Investments in 2002, Mr. Haldeman held executive
positions in the investment management industry. Mr. Haldeman previously
served as Chief Executive Officer of Delaware Investments and President
& Chief Operating Officer of United Asset Management. Mr. Haldeman was
also a partner and director of Cooke & Bieler, Inc. (an investment
management firm). Mr. Haldeman currently serves as a Trustee of
Dartmouth College and as Emeritus Trustee of Abington Memorial Hospital.
Mr. Haldeman is a graduate of Dartmouth College, Harvard Law School and
Harvard Business School. Mr. Haldeman is also a Chartered Financial
Analyst (CFA) charterholder.
George Putnam III* (8/10/51),
Trustee since 1984 and President since 2000
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Mr. Putnam is President of New Generation Research, Inc. (a publisher of
financial advisory and other research services) and of New Generation
Advisers, Inc. (a registered investment adviser to private funds). Mr.
Putnam founded the New Generation companies in 1986.
Mr. Putnam is a Director of The Boston Family Office, LLC (a registered
investment adviser). He is a Trustee of St. Mark's School, Shore Country
Day School, and until 2002 was a Trustee of the Sea Education Association.
Mr. Putnam previously worked as an attorney with the law firm of Dechert
LLP (formerly known as Dechert Price & Rhoads) in Philadelphia. He is a
graduate of Harvard College, Harvard Business School and Harvard Law
School.
A.J.C.Smith*(4/13/34),
Trustee since 1986
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Mr. Smith is the Chairman of Putnam Investments and Director of and
Consultant to Marsh & McLennan Companies, Inc.
Mr. Smith is also a Director of Trident Corp. (a limited partnership
with over thirty institutional investors). He is also a Trustee of the
Carnegie Hall Society, the Educational Broadcasting Corporation, and the
National Museums of Scotland. He is Chairman of the Central Park
Conservancy and a Member of the Board of Overseers of the Joan and
Sanford I. Weill Graduate School of Medical Sciences of Cornell
University. Prior to May 2000 and November 1999, Mr. Smith was Chairman
and CEO, respectively, of Marsh &McLennan Companies, Inc.
- ---------------------------------------------------------------------
* Nominees who are or may be deemed to be "interested persons" (as
defined in the 1940 Act) of the Trust, Putnam Management, Putnam Retail
Management Limited Partnership ("Putnam Retail Management") or Marsh &
McLennan Companies, Inc., the parent company of Putnam Investments and
its affiliated companies. Messrs. Haldeman, Putnam and Smith are deemed
"interested persons" by virtue of their positions as officers of the
Trust, Putnam Management, Putnam Retail Management or Marsh & McLennan
Companies, Inc. and as shareholders of Marsh & McLennan Companies, Inc.
Mr. Haldeman is President and Chief Executive Officer of Putnam
Investments. Mr. Putnam, III is the President of the Trust, Mr. Smith is
the Chairman of Putnam Investments and serves as a Director of and
Consultant to Marsh & McLennan Companies, Inc. The balance of the
nominees are not "interested persons."
Ms. Drucker and Mr. Haldeman were each recommended for consideration as
a nominee for Trustee of the Trust by an Independent Trustee. Mr. Worley
was recommended for consideration as a nominee for Trustee of the Trust
by a third-party search firm that was engaged by the Trustees. The
third-party search firm assisted the Trustees in identifying and
evaluating potential nominees. The current Trustees serve until their
successors are elected and qualified. Each of the nominees has agreed to
serve as a Trustee if elected. If any of the nominees is unavailable for
election at the time of the meeting, which is not anticipated, the
Trustees may vote for other nominees at their discretion, or the
Trustees may fix the number of Trustees at fewer than 14 for the Trust.
* What are the Trustees' responsibilities?
The Trust's Trustees are responsible for the general oversight of your
fund's affairs and for assuring that your fund is managed in the best
interests of its shareholders. The Trustees regularly review your fund's
investment performance as well as the quality of other services provided
to your fund and its shareholders by Putnam Management and its
affiliates, including administration, distribution, custody and
shareholder servicing. At least annually, the Trustees review and
evaluate the fees and operating expenses paid by your fund for these
services and negotiate changes that they deem appropriate. In carrying
out these responsibilities, the Trustees are assisted by an independent
administrative staff and by your fund's independent auditors,
independent counsel and other experts as appropriate, selected by and
responsible to the Trustees.
The 1940 Act and the rules and regulations promulgated thereunder
require that the Trust have a minimum proportion of trustees who are not
"interested persons" (as defined in the 1940 Act) of the Trust or your
fund's investment manager. These independent trustees must vote
separately to approve all financial arrangements and other agreements
with your fund's investment manager and other affiliated parties. The
role of independent trustees has been characterized as that of a
"watchdog" charged with oversight to protect shareholders' interests
against overreaching and abuse by those who are in a position to control
or influence a fund. The Trust's Independent Trustees meet regularly as
a group in executive session. Eleven of the 14 nominees for election as
Trustee would be Independent Trustees.
Board committees. The Trustees have determined that the efficient conduct
of your fund's affairs makes it desirable to delegate responsibility for
certain specific matters to committees of the board. Certain committees
(the Executive Committee, Distributions Committee and Audit and Pricing
Committee) are authorized to act for the Trustees as specified in their
charters. The other committees review and evaluate matters specified in
their charters and make recommendations to the Trustees as they deem
appropriate. Each committee may utilize the resources of your fund's
independent staff, counsel and auditors as well as other experts. The
committees meet as often as necessary, either in conjunction with regular
meetings of the Trustees or otherwise. The membership and chairperson of
each committee are appointed by the Trustees upon recommendation of the
Board Policy and Nominating Committee.
Audit and Pricing Committee. The Audit and Pricing Committee provides
oversight on matters relating to the preparation of the funds' financial
statements, compliance matters and Code of Ethics issues. This oversight
is discharged by regularly meeting with management and the funds'
independent auditors and keeping current on industry developments.
Duties of this Committee also include the review and evaluation of all
matters and relationships pertaining to the funds' independent auditors,
including their independence. The members of the Audit and Pricing
Committee of your fund include only Independent Trustees. The Committee
also reviews the funds' policies and procedures for achieving accurate
and timely pricing of the funds' shares, including oversight of fair
value determinations of individual securities made by Putnam Management
or other designated agents of the funds. The Committee oversees
compliance by money market funds with Rule 2a-7, interfund transactions
pursuant to Rule 17a-7 and the correction of occasional pricing errors.
The Committee also receives reports regarding the liquidity of portfolio
securities. The Trustees have adopted a written charter for the Audit
and Pricing Committee. The Committee currently consists of Drs. Joskow
(Chairperson) and Kennan and Messrs. Patterson and Stephens.
Board Policy and Nominating Committee. The Board Policy and Nominating
Committee reviews policy matters pertaining to the operations of the
Board of Trustees and its committees, the compensation of the Trustees
and their staff and the conduct of legal affairs for the Putnam funds.
The Committee also oversees the voting of proxies associated with
portfolio investments of the Putnam funds, with the goal of ensuring
that these proxies are voted in the best interest of the funds'
shareholders.
The Committee evaluates and recommends all candidates for election as
Trustees and recommends the appointment of members and chairs of each
board committee. The Committee also identifies prospective nominees for
election as Trustees by considering individuals who come to its
attention through the recommendation of current Trustees, Putnam
Management or shareholders. Candidates properly submitted by
shareholders (as described below) will be considered and evaluated on
the same basis as candidates recommended by other sources. The Committee
may, but is not required to, engage a third-party professional search
firm to assist it in identifying and evaluating potential nominees.
When evaluating a potential candidate for membership on the Board of
Trustees, the Committee considers the skills and characteristics that it
feels would most benefit the Putnam funds at the time the evaluation is
made. The Committee may take into account a wide variety of attributes
in considering potential trustee candidates, including, but not limited
to: (i) availability and commitment of a candidate to attend meetings
and perform his or her responsibilities to the Board of Trustees, (ii)
other board experience, (iii) relevant industry and related experience,
(iv) educational background, (v) financial expertise, (vi) an assessment
of the candidate's ability, judgment and expertise, (vii) an assessment
of the perceived needs of the Board of Trustees and its committees at
that point in time and (viii) overall Board of Trustees composition. In
connection with this evaluation, the Committee will determine whether to
interview prospective nominees, and, if warranted, one or more members
of the Committee, and other Trustees and representatives of the funds,
as appropriate, will interview prospective nominees in person or by
telephone. Once this evaluation is completed, the Committee recommends
such candidates as it determines appropriate to the Independent Trustees
for nomination, and the Independent Trustees select the nominees after
considering the recommendation of the Committee. The Committee will
consider nominees for Trustee recommended by shareholders of a fund
provided shareholders submit their recommendations by the date disclosed
in the paragraph entitled "Date for receipt of shareholders' proposals
for subsequent meetings of shareholders", and provided the shareholders'
recommendations otherwise comply with applicable securities laws,
including Rule 14a-8 under the Securities Exchange Act of 1934, as
amended (the "1934 Act").
The Committee consists only of Independent Trustees. The Trustees have
adopted a written charter for the Board Policy and Nominating Committee,
a copy of which is attached to this proxy statement as Exhibit A. The
Committee currently consists of Dr. Kennan (Chairperson), Ms. Baxter and
Messrs. Hill, Mullin and Patterson.
Brokerage and Custody Committee. The Brokerage and Custody Committee
reviews the policies and procedures of the funds regarding the execution
of portfolio transactions for the funds, including policies regarding
the allocation of brokerage commissions and soft dollar credits. The
Committee reviews periodic reports regarding the funds' activities
involving derivative securities, and reviews and evaluates matters
relating to the funds' custody arrangements. The Committee currently
consists of Messrs. Jackson (Chairperson), Curtis and Mullin, Ms. Baxter
and Dr. Kennan.
Communication, Service and Marketing Committee. This Committee examines
the quality, cost and levels of services provided to the shareholders of
the Putnam funds. The Committee also reviews communications sent from
the funds to their shareholders, including shareholder reports,
prospectuses, newsletters and other materials. In addition, the
Committee oversees marketing and sales communications of the funds'
distributor. The Committee currently consists of Messrs. Putnam
(Chairperson), Smith and Stephens and Dr. Joskow.
Contract Committee. The Contract Committee reviews and evaluates, at
least annually, all arrangements pertaining to (i) the engagement of
Putnam Management and its affiliates to provide services to the funds,
(ii) the expenditure of the funds' assets for distribution purposes
pursuant to the distribution plans of the open-end funds, and (iii) the
engagement of other persons to provide material services to the funds,
including in particular those instances where the cost of services is
shared between the funds and Putnam Management and its affiliates or
where Putnam Management or its affiliates have a material interest. The
Committee recommends to the Trustees such changes in arrangements as it
deems appropriate. After review and evaluation, the Committee recommends
to the Trustees the proposed organization of new fund products and
proposed structural changes to existing funds. The Committee consists
only of Independent Trustees. The Committee currently consists of Ms.
Baxter (Chairperson), Messrs. Curtis, Jackson and Mullin and Dr. Kennan.
Distributions Committee. This Committee oversees all fund distributions
and approves the amount and timing of distributions paid by all the
funds to the shareholders when the Trustees are not in session. The
Committee also meets regularly with representatives of Putnam Management
and its affiliates to review distribution levels and the funds'
distribution policies. The Committee currently consists of Messrs.
Patterson (Chairperson) and Jackson and Dr. Joskow.
Executive Committee. The functions of the Executive Committee are
twofold. The first is to ensure that the funds' business may be
conducted at times when it is not feasible to convene a meeting of the
Trustees or for the Trustees to act by written consent. The Committee
may exercise any or all of the power and authority of the Trustees when
the Trustees are not in session. The second is to establish annual and
ongoing goals, objectives and priorities for the Board of Trustees and
to ensure coordination of all efforts between the Trustees and Putnam
Management and its affiliates on behalf of the shareholders of the
Putnam funds. The Committee currently consists of Messrs. Hill
(Chairperson), Jackson and Putnam, Dr. Joskow and Ms. Baxter.
Investment Oversight Committees. These Committees regularly meet with
investment personnel of Putnam Management to review the investment
performance and strategies of the Putnam funds in light of their stated
investment objectives and policies. Each such Committee will, among its
duties, identify any compliance issues that are unique to the category
of funds under its review and work with the appropriate board committees
to ensure that any such issues are properly addressed. Investment
Oversight Committee A currently consists of Ms. Baxter (Acting
Chairperson) and Mr. Smith. Investment Oversight Committee B currently
consists of Messrs. Curtis (Chairperson), Hill and Stephens. Investment
Committee C currently consists of Messrs. Mullin (Chairperson) and
Putnam and Dr. Kennan. Investment Oversight Committee D currently
consists of Messrs. Patterson (Chairperson), Jackson and Dr. Joskow.
* What are some of the ways in which the Trustees represent shareholder
interests?
Among other ways, the Trustees seek to represent shareholder interests:
* by carefully reviewing your fund's investment performance on an
individual basis with your fund's investment team;
* by carefully reviewing the quality of the various other services
provided to the funds and their shareholders by Putnam Management and
its affiliates;
* by discussing with senior management of Putnam Management steps being
taken to address any performance deficiencies;
* by conducting an in-depth review of the fees paid by each fund and by
negotiating with Putnam Management to ensure that such fees remain
reasonable and competitive with those of other mutual funds, while at
the same time providing Putnam Management sufficient resources to
continue to provide high quality services in the future;
* by reviewing brokerage costs and fees, allocations among brokers, soft
dollar expenditures and similar expenses of each fund;
* by monitoring potential conflicts between the funds and Putnam
Management and its affiliates to ensure that the funds continue to be
managed in the best interests of their shareholders and
* by monitoring potential conflicts among funds to ensure that
shareholders continue to realize the benefits of participation in a
large and diverse family of funds.
* How can shareholders communicate with the Trustees?
The Board of Trustees provides a process for shareholders to send
communications to the Trustees. Shareholders may direct communications
to the Board of Trustees as a whole or to specified individual Trustees
by submitting them in writing to the following address:
The Putnam Funds
Attention: "Board of Trustees" or any specified Trustee(s)
One Post Office Square
Boston, Massachusetts 02109
The written communication must include the shareholder's name, be signed
by the shareholder, refer to the Putnam fund(s) in which the shareholder
holds shares and include the class and number of shares held by the
shareholder as of a recent date. The Office of the Trustees will respond
to all correspondence sent to Trustees; however, due to the volume of
correspondence, all communications are not sent directly to the
Trustees. The correspondence is reviewed, summarized and presented to
the Trustees on a periodic basis.
* How often do the Trustees meet?
The Trustees meet each month (except August) over a two-day period to
review the operations of each Putnam fund. A portion of these meetings
is devoted to meetings of various committees of the board that focus on
particular matters. Each Trustee generally attends at least two formal
committee meetings during each regular meeting of the Trustees. In
addition, the Trustees meet in small groups with Chief Investment
Officers, Portfolio Leaders and Portfolio Members to review recent
performance and the current investment climate for selected funds. These
meetings ensure that each fund's performance is reviewed in detail at
least twice a year. During 2003, the average Trustee participated in
approximately 49 committee and board meetings. The Contract Committee
typically meets on several additional occasions during the year to carry
out its responsibilities. Other committees, including the Executive
Committee, may also meet on special occasions as the need arises. The
number of times each committee met during your fund's fiscal year ended
December 31, 2003 is shown in the table below:
Audit and Pricing Committee 15
- -------------------------------------------------
Board Policy and Nominating Committee 7
- -------------------------------------------------
Brokerage and Custody Committee 4
- -------------------------------------------------
Communication, Service and Marketing Committee 9
- -------------------------------------------------
Contract Committee 14
- -------------------------------------------------
Distributions Committee 6
- -------------------------------------------------
Executive Committee 1
- -------------------------------------------------
Investment Oversight Committees 30
- -------------------------------------------------
Your fund does not have a policy with respect to Trustees' attendance at
shareholder meetings. Your fund is not required under the Trust's
Agreement and Declaration of Trust to hold annual meetings, but has
voluntarily undertaken to hold shareholder meetings at least every five
years.
* What are the Trustees paid for their services?
Each Independent Trustee of your fund receives a fee for his or her
services. Each Independent Trustee also receives fees for serving as
Trustee of the other Putnam funds. Each Independent Trustee receives an
annual retainer fee and an additional meeting fee for each Trustees'
meeting attended. Independent Trustees who serve on board committees
receive additional fees for attendance at certain committee meetings and
for special services rendered in that connection. All of the current
Independent Trustees are Trustees of all the Putnam funds and receive
fees for their services from each fund. Mr. Putnam also receives the
foregoing fees for his service as a Trustee of each Putnam fund.
The Trustees periodically review their fees to ensure that such fees
continue to be appropriate in light of their responsibilities as well as
in relation to fees paid to trustees of other mutual fund complexes. The
Board Policy and Nominating Committee, which consists solely of
Independent Trustees, estimates that committee and Trustee meeting time,
together with the appropriate preparation, requires the equivalent of at
least three business days per Trustee meeting. The following table shows
the fees paid to each current Trustee by your fund for its most recent
fiscal year and the fees paid to each current Trustee by all of the
Putnam funds during calendar year 2003:
COMPENSATION TABLE
Retirement Retirement Retirement Retirement
benefits benefits benefits benefits
Aggregate accrued as Aggregate accrued as Aggregate accrued as Aggregate accrued as
compensation part of compensation part of compensation part of compensation part of
from the fund from the fund from the fund from the fund
fund (1) expenses fund (1) expenses fund (1) expenses fund (1) expenses
- ------------------------------------------------------------------------------------------------------------------------------
Putnam VT American Putnam VT Capital Putnam VT Capital Putnam VT Discovery
Trustees Government Income Fund Appreciation Fund Opportunities Fund Growth Fund
- ------------------------------------------------------------------------------------------------------------------------------
Jameson A. Baxter/
1994(5) $1,182 $385 $539 $170 $145 $35 $613 $192
- ------------------------------------------------------------------------------------------------------------------------------
Charles B. Curtis/
2001 1,168 341 535 151 144 31 609 171
- ------------------------------------------------------------------------------------------------------------------------------
John A. Hill/
1985(5)(7) 1,992 444 914 196 237 41 1,040 222
- ------------------------------------------------------------------------------------------------------------------------------
Ronald J. Jackson/
1996(5) 1,185 353 542 156 145 32 617 176
- ------------------------------------------------------------------------------------------------------------------------------
Paul L. Joskow/
1997(5) 1,181 252 537 111 142 23 608 126
- ------------------------------------------------------------------------------------------------------------------------------
Elizabeth T. Kennan/
1992 1,159 459 529 202 137 42 602 229
- ------------------------------------------------------------------------------------------------------------------------------
John H. Mullin, III/
1997(5) 1,173 389 536 172 144 36 610 195
- ------------------------------------------------------------------------------------------------------------------------------
Robert E. Patterson/
1984 1,174 251 537 111 144 23 611 126
- ------------------------------------------------------------------------------------------------------------------------------
George Putnam, III/
1984(7) 1,456 205 667 90 175 19 759 102
- ------------------------------------------------------------------------------------------------------------------------------
A.J.C. Smith/
1986(6) -- -- -- -- -- -- -- --
- ------------------------------------------------------------------------------------------------------------------------------
W. Thomas Stephens/
1997(5) 1,157 352 529 155 141 32 601 176
- ------------------------------------------------------------------------------------------------------------------------------
Retirement Retirement Retirement Retirement
benefits benefits benefits benefits
Aggregate accrued as Aggregate accrued as Aggregate accrued as Aggregate accrued as
compensation part of compensation part of compensation part of compensation part of
from the fund from the fund from the fund from the fund
fund (1) expenses fund (1) expenses fund (1) expenses fund (1) expenses
- ------------------------------------------------------------------------------------------------------------------------------
Putnam VT Diversified Putnam VT Equity Putnam VT The George Putnam VT Global
Trustees Income Fund Income Fund Putnam Fund of Boston Asset Allocation Fund
- ------------------------------------------------------------------------------------------------------------------------------
Jameson A. Baxter/
1994(5) $1,371 $417 $210 $35 $1,392 $424 $941 $290
- ------------------------------------------------------------------------------------------------------------------------------
Charles B. Curtis/
2001 1,356 371 209 31 1,377 376 931 258
- ------------------------------------------------------------------------------------------------------------------------------
John A. Hill/
1985(5)(7) 2,309 482 347 41 2,345 489 1,585 335
- ------------------------------------------------------------------------------------------------------------------------------
Ronald J. Jackson/
1996(5) 1,377 383 212 32 1,398 389 945 266
- ------------------------------------------------------------------------------------------------------------------------------
Paul L. Joskow/
1997(5) 1,370 273 203 23 1,390 277 940 190
- ------------------------------------------------------------------------------------------------------------------------------
Elizabeth T. Kennan/
1992 1,347 498 204 42 1,367 505 924 346
- ------------------------------------------------------------------------------------------------------------------------------
John H. Mullin, III/
1997(5) 1,361 423 209 36 1,382 429 934 294
- ------------------------------------------------------------------------------------------------------------------------------
Robert E. Patterson/
1984 1,363 272 210 23 1,384 277 935 190
- ------------------------------------------------------------------------------------------------------------------------------
George Putnam, III/
1984(7) 1,689 222 257 19 1,715 226 1,159 155
- ------------------------------------------------------------------------------------------------------------------------------
A.J.C. Smith/
1986(6) -- -- -- -- -- -- -- --
- ------------------------------------------------------------------------------------------------------------------------------
W. Thomas Stephens/
1997(5) 1,343 382 205 32 1,364 388 922 266
- ------------------------------------------------------------------------------------------------------------------------------
Retirement Retirement Retirement Retirement
benefits benefits benefits benefits
Aggregate accrued as Aggregate accrued as Aggregate accrued as Aggregate accrued as
compensation part of compensation part of compensation part of compensation part of
from the fund from the fund from the fund from the fund
fund (1) expenses fund (1) expenses fund (1) expenses fund (1) expenses
- ------------------------------------------------------------------------------------------------------------------------------
Putnam VT Global Putnam VT Growth Putnam VT Growth Putnam VT Health
Trustees Equity Fund and Income Fund Opportunities Fund Sciences Fund
- ------------------------------------------------------------------------------------------------------------------------------
Jameson A. Baxter/
1994(5) $1,587 $492 $4,951 $1,535 $715 $222 $912 $280
- ------------------------------------------------------------------------------------------------------------------------------
Charles B. Curtis/
2001 1,570 437 5,982 1,363 707 197 902 249
- ------------------------------------------------------------------------------------------------------------------------------
John A. Hill/
1985(5)(7) 2,674 568 8,340 1,773 1,205 256 1,536 324
- ------------------------------------------------------------------------------------------------------------------------------
Ronald J. Jackson/
1996(5) 1,593 451 4,968 1,408 718 204 915 257
- ------------------------------------------------------------------------------------------------------------------------------
Paul L. Joskow/
1997(5) 1,586 322 4,946 1,005 714 145 911 183
- ------------------------------------------------------------------------------------------------------------------------------
Elizabeth T. Kennan/
1992 1,559 587 4,861 1,830 702 265 895 334
- ------------------------------------------------------------------------------------------------------------------------------
John H. Mullin, III/
1997(5) 1,576 498 4,914 1,554 710 225 905 284
- ------------------------------------------------------------------------------------------------------------------------------
Robert E. Patterson/
1984 1,577 321 3,835 1,002 711 145 906 183
- ------------------------------------------------------------------------------------------------------------------------------
George Putnam, III/
1984(7) 1,955 262 6,098 817 881 118 1,123 149
- ------------------------------------------------------------------------------------------------------------------------------
A.J.C. Smith/
1986(6) -- -- -- -- -- -- -- --
- ------------------------------------------------------------------------------------------------------------------------------
W. Thomas Stephens/
1997(5) 1,554 451 4,848 1,407 700 203 893 257
- ------------------------------------------------------------------------------------------------------------------------------
Retirement Retirement Retirement Retirement
benefits benefits benefits benefits
Aggregate accrued as Aggregate accrued as Aggregate accrued as Aggregate accrued as
compensation part of compensation part of compensation part of compensation part of
from the fund from the fund from the fund from the fund
fund (1) expenses fund (1) expenses fund (1) expenses fund (1) expenses
- ------------------------------------------------------------------------------------------------------------------------------
Putnam VT High Putnam VT International Putnam VT International
Trustees Yield Fund Putnam VT Income Fund Equity Fund Growth and Income Fund
- ------------------------------------------------------------------------------------------------------------------------------
Jameson A. Baxter/
1994(5) $1,417 $431 $2,172 $662 $1,552 $476 $1,013 $313
- ------------------------------------------------------------------------------------------------------------------------------
Charles B. Curtis/
2001 1,097 382 2,148 588 1,535 422 1,002 278
- ------------------------------------------------------------------------------------------------------------------------------
John A. Hill/
1985(5)(7) 2,386 497 3,657 764 2,613 549 1,706 361
- ------------------------------------------------------------------------------------------------------------------------------
Ronald J. Jackson/
1996(5) 1,422 395 2,180 607 1,557 436 1,017 287
- ------------------------------------------------------------------------------------------------------------------------------
Paul L. Joskow/
1997(5) 1,415 282 2,169 433 1,556 311 1,012 205
- ------------------------------------------------------------------------------------------------------------------------------
Elizabeth T. Kennan/
1992 1,391 513 2,132 789 1,524 567 995 373
- ------------------------------------------------------------------------------------------------------------------------------
John H. Mullin, III/
1997(5) 1,407 436 2,156 670 1,540 482 1,005 317
- ------------------------------------------------------------------------------------------------------------------------------
Robert E. Patterson/
1984 1,713 281 2,158 432 1,542 310 1,007 204
- ------------------------------------------------------------------------------------------------------------------------------
George Putnam, III/
1984(7) 1,746 229 2,675 352 1,911 253 1,248 167
- ------------------------------------------------------------------------------------------------------------------------------
A.J.C. Smith/
1986(6) -- -- -- -- -- -- -- --
- ------------------------------------------------------------------------------------------------------------------------------
W. Thomas Stephens/
1997(5) 1,388 395 2,127 606 1,520 436 992 287
- ------------------------------------------------------------------------------------------------------------------------------
Retirement Retirement Retirement Retirement
benefits benefits benefits benefits
Aggregate accrued as Aggregate accrued as Aggregate accrued as Aggregate accrued as
compensation part of compensation part of compensation part of compensation part of
from the fund from the fund from the fund from the fund
fund (1) expenses fund (1) expenses fund (1) expenses fund (1) expenses
- ------------------------------------------------------------------------------------------------------------------------------
Putnam VT International Putnam VT Mid Cap Putnam VT Money
Trustees New Opportunities Fund Putnam VT Investors Fund Value Fund Market Fund
- ------------------------------------------------------------------------------------------------------------------------------
Jameson A. Baxter/
1994(5) $991 $306 $1,262 $414 $110 $35 $1,204 $381
- ------------------------------------------------------------------------------------------------------------------------------
Charles B. Curtis/
2001 980 272 1,247 368 109 31 1,191 339
- ------------------------------------------------------------------------------------------------------------------------------
John A. Hill/
1985(5)(7) 1,670 353 2,126 478 179 41 2,030 440
- ------------------------------------------------------------------------------------------------------------------------------
Ronald J. Jackson/
1996(5) 995 281 1,265 380 110 32 1,209 350
- ------------------------------------------------------------------------------------------------------------------------------
Paul L. Joskow/
1997(5) 990 200 1,259 271 107 23 1,211 250
- ------------------------------------------------------------------------------------------------------------------------------
Elizabeth T. Kennan/
1992 973 365 1,237 494 104 42 1,183 455
- ------------------------------------------------------------------------------------------------------------------------------
John H. Mullin, III/
1997(5) 984 310 1,252 419 109 36 1,196 386
- ------------------------------------------------------------------------------------------------------------------------------
Robert E. Patterson/
1984 985 200 1,253 270 109 23 1,197 249
- ------------------------------------------------------------------------------------------------------------------------------
George Putnam, III/
1984(7) 1,221 163 1,551 221 132 19 1,484 203
- ------------------------------------------------------------------------------------------------------------------------------
A.J.C. Smith/
1986(6) -- -- -- -- -- -- -- --
- ------------------------------------------------------------------------------------------------------------------------------
W. Thomas Stephens/
1997(5) 971 280 1,235 380 106 32 1,180 349
- ------------------------------------------------------------------------------------------------------------------------------
Retirement Retirement Retirement Retirement
benefits benefits benefits benefits
Aggregate accrued as Aggregate accrued as Aggregate accrued as Aggregate accrued as
compensation part of compensation part of compensation part of compensation part of
from the fund from the fund from the fund from the fund
fund (1) expenses fund (1) expenses fund (1) expenses fund (1) expenses
- ------------------------------------------------------------------------------------------------------------------------------
Putnam VT New Putnam VT New Putnam VT OTC &
Trustees Opportunities Fund Value Fund Emerging Growth Fund Putnam VT Research Fund
- ------------------------------------------------------------------------------------------------------------------------------
Jameson A. Baxter/
1994(5) $2,713 $837 $1,037 $297 $771 $254 $935 $290
- ------------------------------------------------------------------------------------------------------------------------------
Charles B. Curtis/
2001 2,684 744 1,027 263 762 226 925 258
- ------------------------------------------------------------------------------------------------------------------------------
John A. Hill/
1985(5)(7) 4,570 967 1,747 343 1,299 294 1,576 335
- ------------------------------------------------------------------------------------------------------------------------------
Ronald J. Jackson/
1996(5) 2,723 768 1,043 272 773 233 939 266
- ------------------------------------------------------------------------------------------------------------------------------
Paul L. Joskow/
1997(5) 2,710 548 1,033 194 767 167 934 190
- ------------------------------------------------------------------------------------------------------------------------------
Elizabeth T. Kennan/
1992 2,664 999 1,020 354 756 303 919 346
- ------------------------------------------------------------------------------------------------------------------------------
John H. Mullin, III/
1997(5) 2,694 848 1,030 300 765 258 929 294
- ------------------------------------------------------------------------------------------------------------------------------
Robert E. Patterson/
1984 2,697 547 1,032 194 766 166 930 190
- ------------------------------------------------------------------------------------------------------------------------------
George Putnam, III/
1984(7) 3,342 446 1,279 158 948 135 1,152 155
- ------------------------------------------------------------------------------------------------------------------------------
A.J.C. Smith/
1986(6) -- -- -- -- -- -- -- --
- ------------------------------------------------------------------------------------------------------------------------------
W. Thomas Stephens/
1997(5) 2,657 767 1,016 272 755 233 916 266
- ------------------------------------------------------------------------------------------------------------------------------
Retirement Retirement Retirement Retirement
benefits benefits benefits benefits
Aggregate accrued as Aggregate accrued as Aggregate accrued as Aggregate accrued as
compensation part of compensation part of compensation part of compensation part of
from the fund from the fund from the fund from the fund
fund (1) expenses fund (1) expenses fund (1) expenses fund (1) expenses
- ------------------------------------------------------------------------------------------------------------------------------
Putnam VT Small Putnam VT Utilities
Trustees Cap Value Fund Growth and Income Fund Putnam VT Vista Fund Putnam VT Voyager Fund
- ------------------------------------------------------------------------------------------------------------------------------
Jameson A. Baxter/
1994(5) $1,008 $283 $1,010 $313 $965 $297 $4,339 $1,343
- ------------------------------------------------------------------------------------------------------------------------------
Charles B. Curtis/
2001 998 252 999 278 954 263 4,291 1,192
- ------------------------------------------------------------------------------------------------------------------------------
John A. Hill/
1985(5)(7) 1,697 327 1,701 361 1,625 343 7,309 1,551
- ------------------------------------------------------------------------------------------------------------------------------
Ronald J. Jackson/
1996(5) 1,014 260 1,014 287 969 272 4,355 1,232
- ------------------------------------------------------------------------------------------------------------------------------
Paul L. Joskow/
1997(5) 1,004 186 1,009 205 964 194 4,335 897
- ------------------------------------------------------------------------------------------------------------------------------
Elizabeth T. Kennan/
1992 992 338 992 373 948 354 4,261 1,601
- ------------------------------------------------------------------------------------------------------------------------------
John H. Mullin, III/
1997(5) 1,002 287 1,003 317 958 300 4,307 1,360
- ------------------------------------------------------------------------------------------------------------------------------
Robert E. Patterson/
1984 1,003 185 1,004 204 959 194 4,312 876
- ------------------------------------------------------------------------------------------------------------------------------
George Putnam, III/
1984(7) 1,243 151 1,244 167 1,189 158 5,345 715
- ------------------------------------------------------------------------------------------------------------------------------
A.J.C. Smith/
1986(6) -- -- -- -- -- -- -- --
- ------------------------------------------------------------------------------------------------------------------------------
W. Thomas Stephens/
1997(5) 988 260 989 287 945 272 4,249 1,230
- ------------------------------------------------------------------------------------------------------------------------------
Estimated Total
annual benefits compensation
from all from
Putnam funds all Putnam
upon retirement(2) funds(3)(4)
- ----------------------------------------------------------------
Trustees For All Funds
- ----------------------------------------------------------------
Jameson A. Baxter/1994(5) $100,000 $215,500
- ----------------------------------------------------------------
Charles B. Curtis/2001 100,000 210,250
- ----------------------------------------------------------------
John A. Hill/1985(5)(7) 200,000 413,625
- ----------------------------------------------------------------
Ronald J. Jackson/1996(5) 100,000 214,500
- ----------------------------------------------------------------
Paul L. Joskow/1997(5) 100,000 215,250
- ----------------------------------------------------------------
Elizabeth T. Kennan/1992 100,000 207,000
- ----------------------------------------------------------------
John H. Mullin, III/1997(5) 100,000 208.75
- ----------------------------------------------------------------
Robert E. Patterson/1984 100,000 206,500
- ----------------------------------------------------------------
George Putnam, III/1984(7) 125,000 260,500
- ----------------------------------------------------------------
A.J.C. Smith/1986(6) -- --
- ----------------------------------------------------------------
W. Thomas Stephens/1997(5) 100,000 206,500
- ----------------------------------------------------------------
(1) Includes an annual retainer and an attendance fee for each meeting
attended.
(2) Assumes that each Trustee retires at the normal retirement date. For
Trustees who are not within three years of retirement, estimated
benefits for each Trustee are based on Trustee fee rates in effect
during calendar 2003.
(3) As of December 31, 2003, there were 101 funds in the Putnam family.
For Mr. Hill, amounts shown also include compensation for service as a
trustee of TH Lee, Putnam Emerging Opportunities Portfolio, a closed-end
fund advised by an affiliate of Putnam Management.
(4) Includes amounts (ranging from $2,000 to $11,000 per Trustee) for
which the Putnam funds were reimbursed by Putnam Management for special
Board and committee meetings in connection with certain regulatory and
other matters relating to alleged improper trading by certain Putnam
Management employees and participants in certain 401(k) plans
administered by Putnam Fiduciary Trust Company.
(5) Includes compensation deferred pursuant to a Trustee Compensation
Deferral Plan. As of December 31, 2003, the total amounts of deferred
compensation payable by the fund, including income earned on such
amounts, to certain Trustees were:
Baxter Hill Jackson Joskow Mullin Stephens
- -----------------------------------------------------------------------------------------------------------------
Putnam VT American
Government Income Fund $785 $2,260 $1,159 $855 $897 $353
- -----------------------------------------------------------------------------------------------------------------
Putnam VT Capital
Appreciation Fund $276 $794 $407 $301 $315 $124
- -----------------------------------------------------------------------------------------------------------------
Putnam VT Capital
Opportunities Fund $51 $147 $75 $56 $58 $23
- -----------------------------------------------------------------------------------------------------------------
Putnam VT Discovery
Growth Fund $567 $1,633 $837 $618 $648 $255
- -----------------------------------------------------------------------------------------------------------------
Putnam VT Diversified
Income Fund $1,083 $3,118 $1,599 $1,180 $1,238 $487
- -----------------------------------------------------------------------------------------------------------------
Putnam VT Equity
Income Fund $74 $214 $110 $81 $85 $33
- -----------------------------------------------------------------------------------------------------------------
Putnam VT The George
Putnam Fund of Boston $1,077 $3,102 $1,591 $1,174 $1,231 $484
- -----------------------------------------------------------------------------------------------------------------
Putnam VT Global
Asset Allocation Fund $3,907 $11,252 $5,770 $4,257 $4,466 $1,757
- -----------------------------------------------------------------------------------------------------------------
Putnam VT Global
Equity Fund $8,447 $24,327 $12,476 $9,205 $9,655 $3,799
- -----------------------------------------------------------------------------------------------------------------
Putnam VT Growth and
Income Fund $22,134 $63,742 $32,690 $24,118 $25,299 $9,955
- -----------------------------------------------------------------------------------------------------------------
Putnam VT Growth
Opportunities Fund $567 $1,634 $838 $618 $648 $255
- -----------------------------------------------------------------------------------------------------------------
Putnam VT Health
Sciences Fund $728 $2,096 $1,075 $793 $832 $327
- -----------------------------------------------------------------------------------------------------------------
Putnam VT High
Yield Fund $5,404 $15,564 $7,982 $5,889 $6,177 $2,431
- -----------------------------------------------------------------------------------------------------------------
Putnam VT Income Fund $5,355 $15,420 $7,908 $5,835 $6,120 $2,408
- -----------------------------------------------------------------------------------------------------------------
Putnam VT International
Equity Fund $1,558 $4,487 $2,301 $1,698 $1,781 $701
- -----------------------------------------------------------------------------------------------------------------
Putnam VT International
Growth and Income Fund $807 $2,323 $1,192 $879 $922 $363
- -----------------------------------------------------------------------------------------------------------------
Baxter Hill Jackson Joskow Mullin Stephens
- -----------------------------------------------------------------------------------------------------------------
Putnam VT International
New Opportunities Fund $791 $2,279 $1,169 $862 $905 $356
- -----------------------------------------------------------------------------------------------------------------
Putnam VT Investors Fund $1,052 $3,029 $1,553 $1,146 $1,202 $473
- -----------------------------------------------------------------------------------------------------------------
Putnam VT Mid-Cap
Value Fund $38 $111 $57 $42 $44 $17
- -----------------------------------------------------------------------------------------------------------------
Putnam VT Money
Market Fund $1,202 $3,462 $1,776 $1,310 $1,374 $541
- -----------------------------------------------------------------------------------------------------------------
Putnam VT New
Opportunities Fund $12,074 $34,771 $17,832 $13,156 $13,800 $5,431
- -----------------------------------------------------------------------------------------------------------------
Putnam VT New
Value Fund $894 $2,574 $1,320 $974 $1,021 $402
- -----------------------------------------------------------------------------------------------------------------
Putnam VT OTC &
Emerging Growth Fund $614 $1,769 $907 $669 $702 $276
- -----------------------------------------------------------------------------------------------------------------
Putnam VT Research Fund $741 $2,135 $1,095 $808 $847 $333
- -----------------------------------------------------------------------------------------------------------------
Putnam VT Small Cap
Value Fund $788 $2,269 $1,163 $858 $900 $354
- -----------------------------------------------------------------------------------------------------------------
Putnam VT Utilities
Growth and Income Fund $4,603 $13,254 $6,798 $5,015 $5,261 $2,070
- -----------------------------------------------------------------------------------------------------------------
Putnam VT Vista Fund $883 $2,544 $1,305 $963 $1,010 $397
- -----------------------------------------------------------------------------------------------------------------
Putnam VT Voyager Fund $18,130 $52,210 $26,776 $19,755 $20,722 $8,154
- -----------------------------------------------------------------------------------------------------------------
(6) Marsh & McLennan Companies, Inc. compensates Mr. Smith for his
services as Trustee. Mr. Smith has waived any retirement benefits that
he is entitled to receive under the Retirement Plan for Trustees of the
Putnam funds.
(7) Includes additional compensation to Messrs. Hill and Putnam for
service as Chairman of the Trustees and President of the Funds,
respectively.
Under a Retirement Plan for Trustees of the Putnam funds (the "Plan"),
each Trustee who retires with at least five years of service as a
Trustee of the funds is entitled to receive an annual retirement benefit
equal to one-half of the average annual compensation paid to such
Trustee for the last three years of service prior to retirement. This
retirement benefit is payable during a Trustee's lifetime, beginning the
year following retirement, for a number of years equal to such Trustee's
years of service. A death benefit, also available under the Plan,
assures that the Trustee and his or her beneficiaries will receive
benefit payments for the lesser of an aggregate period of (i) ten years
or (ii) such Trustee's total years of service.
The Plan Administrator (currently the Board Policy and Nominating
Committee) may terminate or amend the Plan at any time, but no
termination or amendment will result in a reduction in the amount of
benefits (i) currently being paid to a Trustee at the time of such
termination or amendment, or (ii) to which a current Trustee would have
been entitled had he or she retired immediately prior to such
termination or amendment. The Trustees have terminated the Plan with
respect to any Trustee first elected to the Board after 2003.
2. ADOPTION OF STANDARDIZED FUNDAMENTAL INVESTMENT RESTRICTIONS.
As described in the following proposals, the Trustees recommend that
shareholders of the affected funds approve revisions to certain
fundamental investment restrictions currently observed by such funds.
Generally, the purpose of these proposed changes is to increase each
fund's investment flexibility and reduce administrative and compliance
burdens by simplifying and making uniform these fundamental
investment restrictions across all Putnam funds.
Background. The 1940 Act requires registered investment companies like
the funds to have "fundamental" investment restrictions governing
certain of their investment practices. Investment companies may also
voluntarily designate restrictions relating to other investment
practices as fundamental. "Fundamental" investment restrictions can be
changed only by a shareholder vote.
The proposed revisions to certain of the fundamental investment
restrictions of the funds are discussed below. By revising these
fundamental investment restrictions, the Trustees believe that Putnam
Management will be better able to manage the funds in a changing
regulatory or investment environment. In addition, the process of
monitoring the funds' compliance with investment restrictions will
be simplified.
To the extent multiple proposals apply to the same fund, the adoption
of any of these proposals is not contingent on the adoption of any
other proposal.
2.A. AMENDING FUNDAMENTAL INVESTMENT RESTRICTIONS WITH RESPECT TO BORROWING.
Affected funds:
Putnam VT Diversified Income Fund
Putnam VT Global Asset Allocation Fund
Putnam VT Growth and Income Fund
Putnam VT High Yield Fund
Putnam VT Income Fund
Putnam VT International Equity Fund
Putnam VT International Growth and Income Fund
Putnam VT International New Opportunities Fund
Putnam VT Money Market Fund
Putnam VT New Opportunities Fund
Putnam VT New Value Fund
Putnam VT Utilities Growth and Income Fund
Putnam VT Vista Fund
Putnam VT Voyager Fund
The Trustees recommend that each affected fund's fundamental investment
restriction with respect to borrowing be revised to reflect the standard
restriction expected to be used by other Putnam funds. Under the 1940
Act, a fund may borrow up to 33 1/3% of its total assets. Generally,
each of the affected fund's current restriction is more restrictive.
Each of the affected funds currently is subject to one of the following
restrictions relating to borrowing:
"[The fund may not]. . . [b]orrow money in excess of 10% of the value
(taken at the lower of cost or current value) of [the fund's] total
assets (not including the amount borrowed) at the time the borrowing is
made, and then only from banks as a temporary measure to facilitate the
meeting of redemption requests (not for leverage) which might otherwise
require the untimely disposition of portfolio investments or for
extraordinary or emergency purposes. Such borrowings will be repaid
before any additional investments are purchased. (All affected funds
except Putnam VT Voyager Fund.)
OR
"[The fund may not]. . . [b]orrow more than 50% of the value of its
total assets (excluding borrowings and stock index futures contracts and
call options on stock index futures contracts and stock indices) less
liabilities other than borrowings and stock index futures contracts and
call options on stock index futures and stock indices.
(Putnam VT Voyager Fund.)
The proposed fundamental investment restriction for each affected fund
is set forth below:
"[The fund may not]. . . [b]orrow money in excess of 33 1/3% of the
value of its total assets (not including the amount borrowed) at the
time the borrowing is made."
If the proposed change is approved, each affected fund will not be
restricted to borrowing only for redemption requests or for
extraordinary or emergency purposes, and would not be limited to
borrowing only from banks. The new restriction would not prohibit an
affected fund from borrowing for leveraging purposes, although Putnam
Management currently has no intention of borrowing for such purposes. If
an affected fund were to borrow money, its net assets would tend to
increase or decrease to a greater extent with market changes than if the
fund had not borrowed money.
Putnam Management believes that this enhanced flexibility could assist
each affected fund in achieving its investment objective. In
circumstances in which an affected fund's available cash is not
sufficient to meet, among other things, shareholder redemptions, Putnam
Management believes that it may be advantageous at times for an affected
fund to borrow money instead of raising cash by selling its portfolio
securities, which could be disruptive to the fund's investment strategy.
In a separate proposal (see Proposal 2.B below), shareholders of these
affected funds are being asked to approve an amendment to each affected
fund's restriction on lending. The proposed revisions would, subject to
the limitations discussed below, permit an affected fund to participate
in an "interfund lending program," which would allow the fund, through a
master loan agreement, to lend available cash to and borrow from other
Putnam funds. As stated above, certain of the affected funds may
currently borrow money only from banks. Each affected fund would be able
to borrow money under the interfund lending program only if the interest
rate on the loan is more favorable to the fund than the interest rates
otherwise available for short-term bank loans, as well as being more
favorable to the lending fund than available repurchase agreement rates.
Putnam Management believes that the ability to engage in such borrowing
transactions will allow an affected fund to pay lower interest rates on
its borrowings. An affected fund could, in certain circumstances, have
its loan recalled by a lending fund on one day's notice. In these
circumstances, the affected fund might have to borrow from a bank at a
higher interest rate if loans were not available from other Putnam
funds.
The Putnam funds have received an exemptive order from the SEC which
permits interfund lending between Putnam funds so long as certain
conditions are satisfied.
Required Vote. Approval of this proposal requires the affirmative vote
of the lesser of (1) more than 50% of the outstanding shares of the
affected fund, or (2) 67% or more of the shares of the affected fund
present at the meeting if more than 50% of the outstanding shares of the
affected fund are present at the meeting in person or by proxy.
2.B. AMENDING FUNDAMENTAL INVESTMENT RESTRICTIONS WITH RESPECT TO MAKING
LOANS.
Affected funds:
Putnam VT Diversified Income Fund
Putnam VT Global Asset Allocation Fund
Putnam VT Growth and Income Fund
Putnam VT High Yield Fund
Putnam VT Income Fund
Putnam VT International Equity Fund
Putnam VT International Growth and Income Fund
Putnam VT International New Opportunities Fund
Putnam VT Money Market Fund
Putnam VT New Opportunities Fund
Putnam VT New Value Fund
Putnam VT Utilities Growth and Income Fund
Putnam VT Vista Fund
Putnam VT Voyager Fund
The Trustees recommend that each affected fund's fundamental investment
restriction with respect to making loans be revised to reflect the
standard restriction used by other Putnam funds and to clarify that each
affected fund is permitted (subject to the limitation discussed above)
to participate in the proposed interfund lending program described in
Proposal 2.A. Each affected fund currently is subject to the following
fundamental investment restriction, which states that such affected fund
may not:
"Make loans, except by purchase of debt obligations in which the fund
may invest consistent with its investment policies, by entering into
repurchase agreements, or by lending its portfolio securities."
The proposed amended fundamental investment restriction for each
affected fund is set forth below:
"[The fund may not]. . . [m]ake loans, except by purchase of debt
obligations in which the fund may invest consistent with its investment
policies (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, each affected fund would be able to
participate in an interfund lending program and make loans to other
Putnam funds for short-term purposes. As discussed in Proposal 2.A, a
fund would only make loans under the program if it could receive an
interest rate higher than those available for repurchase agreements.
There is a risk that a fund could experience a delay in obtaining prompt
repayment of a loan and, unlike repurchase agreements, the fund would
not necessarily have received collateral for its loan. A delay in
obtaining prompt payment could cause a fund to miss an investment
opportunity or to incur costs to borrow money to replace the delayed
payment.
Required vote. Approval of this proposal requires the affirmative vote
of the lesser of (1) more than 50% of the outstanding shares of the
affected fund, or (2) 67% or more of the shares of the affected fund
present at the meeting if more than 50% of the outstanding shares of the
affected fund are present at the meeting in person or by proxy.
2.C. AMENDING FUNDAMENTAL INVESTMENT RESTRICTIONS WITH RESPECT TO
DIVERSIFICATION OF INVESTMENTS.
Affected funds: All funds
The Trustees recommend that each affected fund's fundamental investment
restriction with respect to the diversification of its investments be
revised to reflect the standard restrictions expected to be used by the
other Putnam funds, depending on whether the affected fund is a
"diversified" fund or a "non-diversified" fund.
Under the 1940 Act, a "diversified" fund generally may not, with respect
to 75% of its total assets, invest more than 5% of its total assets in
the securities of any one issuer (except U.S. government securities,
cash, cash items or the securities of other regulated investment
companies). The remaining 25% of the fund's total assets is not subject
to this restriction.
A "non-diversified" fund is not subject to the 1940 Act restriction
discussed above, but is only subject to the rules under the Internal
Revenue Code of 1986, as amended (the "Code"), which require that a fund
diversify its holdings at the end of each fiscal quarter such that, with
respect to 50% of the fund's total assets, the fund does not have more
than 5% of its total assets invested in any one issuer. The remaining
50% of the fund's assets is not subject to this 5% limitation, although
with respect to that portion of its assets the fund may not invest more
than 25% in any issuer. Neither of these Code requirements applies to
U.S. government securities, cash, cash items or the securities of other
regulated investment companies.
Each of the funds is currently subject to one of the following
fundamental restrictions relating to diversification of investments:
"[The fund may not]. . . [w]ith respect to 50% of its total assets,
invest in securities of any issuer if, immediately after such
investment, more than 5% of the total assets of the fund (taken at
current value) would be invested in the securities of such issuer;
provided that this limitation does not apply to obligations issued or
guaranteed as to interest or principal by the U.S. government or its
agencies or instrumentalities." (Putnam VT Health Sciences Fund and
Putnam VT Utilities Growth and Income Fund.)
OR
"[The fund may not]. . . [w]ith respect to 75% of its total assets,
invest in securities of any issuer if, immediately after such
investment, more than 5% of the total assets of the fund (taken at
current value) would be invested in the securities of such issuer;
provided that this limitation does not apply to obligations issued or
guaranteed as to interest or principal by the U.S. government or its
agencies or instrumentalities." (All affected funds except Putnam VT
Health Sciences Fund and Putnam VT Utilities Growth and Income Fund.)
The proposed amended fundamental investment restrictions for each of the
funds are set forth below:
"[The fund may not] ...[w]ith respect to 50% of its total assets, invest
in securities of any issuer if, immediately after such investment, more
than 5% of the total assets of the fund (taken at current value) would
be invested in the securities of such issuer; provided that this
limitation does not apply to obligations issued or guaranteed as to
interest or principal by the U.S. government or its agencies or
instrumentalities or to securities issued by other investment
companies." (Putnam VT Health Sciences Fund and Putnam VT Utilities
Growth and Income Fund.)
OR
"[The fund may not]. . .[w]ith respect to 75% of its total assets,
invest in securities of any issuer if, immediately after such
investment, more than 5% of the total assets of the fund (taken at
current value) would be invested in the securities of such issuer;
provided that this limitation does not apply to obligations issued or
guaranteed as to interest or principal by the U.S. government or its
agencies or instrumentalities or to securities issued by other
investment companies." (For all affected funds except Putnam VT Health
Sciences Fund and Putnam VT Utilities Growth and Income Fund.)
If the proposed change is approved, each affected fund will continue
to be able to invest up to 25% of its total assets in the securities of
any one issuer. The amended restrictions would continue to exclude from
their limitations U.S. government securities, cash and cash items, and
would also exclude from its limitations securities of other investment
companies. The proposed changes would not result in a "diversified" fund
becoming a "non-diversified" fund or a "non-diversified" fund becoming a
"diversified" fund.
The purpose of these proposed changes is to reduce administrative and
compliance burdens by simplifying and making uniform these fundamental
investment restrictions with respect to diversification of investments.
The proposed revisions would also permit each affected fund to invest in
shares of Putnam money market funds, Putnam short-term bond funds or
other Putnam entities that operate as cash management investment
vehicles in excess of the limitations discussed above, by excluding from
these limitations securities of other investment companies.
The Putnam funds have received an exemptive order from the SEC which
permits "cash sweep" arrangements in which a fund invests all or a
portion of its available cash in a Putnam cash management investment
vehicle, such as a Putnam money market fund, rather than directly in
short-term instruments. If the proposed change is approved, each
affected fund will be able to invest up to 25% of its total assets in a
Putnam money market fund or other Putnam cash management investment
vehicle, in accordance with the conditions set forth in the SEC
exemptive order. Putnam Management believes that use of a Putnam money
market fund or other Putnam cash management investment vehicle to invest
an affected fund's uninvested cash and cash collateral from securities
lending arrangements may achieve greater efficiencies, reduce fund
management expenses and increase returns. Moreover, use of a Putnam
money market fund or other Putnam cash management investment vehicle in
these instances would permit an affected fund's management team to focus
on the management of the principal investments of the fund.
Required Vote. Approval of this proposal requires the affirmative vote
of the lesser of (1) more than 50% of the outstanding shares of the
affected fund, or (2) 67% or more of the shares of the affected fund
present at the meeting if more than 50% of the outstanding shares of the
affected fund are present at the meeting in person or by proxy.
2.D. AMENDING A FUND'S INVESTMENT OBJECTIVE.
Affected fund: Putnam VT Equity Income Fund
The Trustees recommend that the affected fund's shareholders approve an
amendment to the affected fund's investment objective, which, as
disclosed in the affected fund's prospectus, states:
The fund seeks current income. Capital growth is a secondary objective
when consistent with seeking current income.
The proposed new investment objective of the affected fund is
the following:
The fund seeks capital growth and current income.
Putnam Management believes that the affected fund's current investment
objective, which gives priority to current income, could under certain
circumstances impair the management team's ability to pursue total
return. Putnam Management believes that, by restating the fund's
investment objective to give greater emphasis to capital growth, the
affected fund's management team will be able, consistent with the
affected fund's non-fundamental policy of investing at least 80% of the
fund's net assets in common stocks and other equity investments that
offer potential for current income, to give more weight to stocks that
Putnam Management believes have the potential to contribute to the
capital growth of the affected fund. The non-fundamental policy may not
be changed without providing at least 60 days' advance notice to
shareholders.
If approved, the proposed investment objective is not expected to have a
material effect on the investment strategy of the affected fund in the
near term, although it may over time lead to increased investments in
growth stocks. Growth stocks may trade at a higher multiple of current
earnings than other stocks. The values of such stocks may be more
sensitive to changes in current or expected earnings than the values of
other stocks. If the management team's assessment of the prospects for a
company's earnings growth is wrong, or if its judgment of how other
investors will value the company's earnings growth is wrong, then the
price of the company's stock may fall or not approach the value that the
management team has placed on it.
Required Vote. Approval of this proposal requires the affirmative vote
of the lesser of (1) more than 50% of the outstanding shares of the
affected fund, or (2) 67% of the shares of the affected fund present at
the meeting if more than 50% of the outstanding shares of the affected
fund are present at the meeting in person or by proxy.
3. APPROVING AN AMENDMENT TO DECLARATION OF TRUST.
Affected funds: All funds
The Trustees of the Trust have approved and recommend shareholder
authorization of a proposal to amend the Trust's Agreement and
Declaration of Trust (the "Declaration of Trust") to expressly provide
that the Trust may pay redemption proceeds in-kind (i.e., by delivering
portfolio securities rather than cash). The Declaration of Trust
provides that it may be amended by the Trustees when authorized
by the Trust's shareholders.
Article VI, Section 2 to the Declaration of Trust currently reads
as follows:
Redemption and Repurchases
Section 2. The Trust shall purchase such Shares as are offered by any
Shareholder for redemption, upon the presentation of any certificate for
the Shares to be purchased, a proper instrument of transfer and a
request directed to the Trust or a person designated by the Trust that
the Trust purchase such Shares, or in accordance with such other
procedures for redemption as the Trustees may from time to time
authorize; and the Trust will pay therefor the net asset value thereof,
as next determined in accordance with the Bylaws, less any redemption
charge fixed by the Trustees. Payment for said Shares shall be made by
the Trust to the Shareholder within seven days after the date on which
the request is made. The obligation set forth in this Section 2 is
subject to the provision that in the event that any time the New York
Stock Exchange is closed for other than customary weekends or holidays,
or, if permitted by the rules of the Commission, during periods when
trading on the Exchange is restricted or during any emergency which
makes it impractical for the Trust to dispose of its investments or to
determine fairly the value of its net assets, or during any other period
permitted by order of the Commission for the protection of investors,
such obligation may be suspended or postponed by the Trustees. The Trust
may also purchase or repurchase Shares at a price not exceeding the net
asset value of such Shares in effect when the purchase or repurchase or
any contract to purchase or repurchase is made.
The proposed amendment to the Declaration of Trust is set forth below:
Article VI
Distributions, Redemptions and Repurchases
* * *
Redemption and Repurchases
Section 2. The Trust shall purchase such Shares as are offered by any
Shareholder for redemption, upon the presentation of any certificate for
the Shares to be purchased, a proper instrument of transfer and a
request directed to the Trust or a person designated by the Trust that
the Trust purchase such Shares, or in accordance with such other
procedures for redemption as the Trustees may from time to time
authorize; and the Trust will pay therefor the net asset value thereof,
as next determined in accordance with the Bylaws, less any redemption
charge fixed by the Trustees. Payment for said Shares shall be made by
the Trust to the Shareholder within seven days after the date on which
the request is made. The obligation set forth in this Section 2 is
subject to the provision that in the event that any time the New York
Stock Exchange is closed for other than customary weekends or holidays,
or, if permitted by the rules of the Commission, during periods when
trading on the Exchange is restricted or during any emergency which
makes it impractical for the Trust to dispose of its investments or to
determine fairly the value of its net assets, or during any other period
permitted by order of the Commission for the protection of investors,
such obligation may be suspended or postponed by the Trustees. The Trust
may also purchase or repurchase Shares at a price not exceeding the net
asset value of such Shares in effect when the purchase or repurchase or
any contract to purchase or repurchase is made. Payment for any
redemption, purchase or repurchase may be made in cash or in other
property, or in any combination thereof. The composition of any such
payment shall be determined by the Trust in its sole discretion, and the
Trust shall have no obligation to effect a pro rata division of cash or
other property in making any such payment. In no event shall the Trust
be liable for any delay of any other person in transferring securities
or other property selected for delivery as all or part of any payment.
Putnam Management recommends the proposed change to modernize and
standardize this provision of the Declaration of Trust. The Declaration
of Trust is currently silent on the matter of the permitted form of
redemption payments and could be construed as permitting only a cash
payment. Although the Trust has no current intention to redeem its
shares other than for cash, Putnam Management believes that the explicit
authority to pay a redemption wholly or partially in kind may benefit
the Trust's remaining shareholders in circumstances where a fund is
facing significant redemptions. Putnam Management expects that a fund
would consider making in-kind redemptions only under extraordinary or
emergency circumstances -- for instance, when an investor, without prior
notice to a fund, submits a very large redemption request that would
cause the fund to immediately liquidate sizeable portfolio holdings at
potentially disadvantageous prices (thereby reducing the value of the
shares owned by remaining shareholders). It is Putnam Management's
understanding that many other mutual funds currently have this
flexibility. If shares are redeemed in kind, the redeeming shareholder
would incur brokerage costs in converting the portfolio securities into
cash. If the proposal is approved by the Trust's shareholders, the
Trust, on behalf of each fund of the Trust, intends to file an election
with the SEC under Rule 18f-1 under the 1940 Act, which will commit each
fund to pay in cash any requests for redemption by a single shareholder
during any 90-day period of up to the lesser of $250,000 or 1% of the
fund's net asset value at the beginning of the 90-day period.
Required Vote. All shares of the Trust will vote together as a single
class, and approval of this proposal requires the affirmative vote of
shareholders holding a majority of the shares of the Trust entitled to
vote.
Further information about voting and the meeting
Quorum and methods of tabulation. The shareholders of each fund vote
separately with respect to each proposal other than the election of
Trustees (Proposal 1) and approving the amendment to the Trust's
Declaration of Trust (Proposal 3), in which case shareholders of each
fund vote together as a single class. Thirty percent of the shares of
the Trust entitled to vote constitutes a quorum for the transaction of
business with respect to any proposal at the meeting except that, where
shareholders of a fund vote separately with respect to a proposal, then
30% of the shares of the fund entitled to vote constitute a quorum for
the transaction of business by that fund with respect to such proposal.
Votes cast by proxy or in person at the meeting will be counted by
persons appointed by your fund as tellers for the meeting. The tellers
will count the total number of votes cast "for" approval of a proposal
for purposes of determining whether sufficient affirmative votes have
been cast. Shares represented by proxies that reflect abstentions will
be counted as shares that are present and entitled to vote on the matter
for purposes of determining the presence of a quorum. With respect to
the election of Trustees, abstentions will not have an effect on the
outcome of the proposal. With respect to any other proposals,
abstentions will have the effect of a vote "against" the proposal.
Other business. The Trustees know of no matters other than those set
forth herein to be brought before the meeting. If, however, any other
matters properly come before the meeting, it is the Trustees' intention
that proxies will be voted on such matters in accordance with the
judgment of the persons named in the enclosed form of proxy.
Simultaneous meetings. The meeting of shareholders of your fund is
called to be held at the same time as the meetings of shareholders of
each of the other funds of the Trust. It is anticipated that all
meetings will be held simultaneously.
If any shareholder at the meeting objects to the holding of a
simultaneous meeting and moves for an adjournment of the meeting to a
time promptly after the simultaneous meetings, the persons named as
proxies will vote in favor of such adjournment.
Solicitation of proxies. In addition to soliciting proxies and voting
instructions by mail, the Trustees of your fund and employees of Putnam
Management, Putnam Fiduciary Trust Company, Putnam Retail Management and
the Insurance Companies may solicit voting instructions from Contract
Owners in person or by telephone. Your fund may arrange to have PFPC,
Inc., a proxy solicitation firm, call you to record your voting
instructions by telephone. The procedures for solicitation of proxies
and voting instructions by telephone are designed to authenticate
Contract Owners' identities, to allow them to authorize the voting of
their units in accordance with their instructions and to confirm that
their instructions have been properly recorded. Your fund has been
advised by counsel that these procedures are consistent with the
requirements of applicable law. If these procedures were subject to a
successful legal challenge, such votes would not be counted at the
meeting. Your fund is unaware of any such challenge at this time.
Contract Owners would be called at the phone number Putnam Management
has in its records for their accounts (or that Putnam Management obtains
from the Insurance Companies), 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 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.
The Trust's Trustees have adopted a general policy of maintaining
confidentiality in the voting of proxies and the giving of voting
instructions. Consistent with this policy, your fund may solicit proxies
from Contract Owners who have not voted their shares or who have
abstained from voting.
Persons holding shares as nominees will, upon request, be reimbursed for
their reasonable expenses in soliciting instructions from their
principals. The Putnam funds have retained at their own expense PFPC
Inc., 4400 Computer Drive, Westborough, Massachusetts 01581, to aid in
the solicitation of instructions for Contract Owners, for a fee expected
not to exceed $2,000 per fund plus out-of- pocket expenses. The expenses
of the preparation of proxy statements and related materials, including
printing and delivery costs, are borne by each fund.
Contract Owner Instructions. Each Contract Owner is entitled to instruct
his or her Insurance Company as to how to vote its shares and can do so
by marking voting instructions on the voting instruction card enclosed
with this proxy statement and then signing, dating and mailing the card
in the envelope provided. If a card is not marked to indicate voting
instructions, but is signed, dated and returned, it will be treated as
an instruction to vote the shares in favor of the proposal. Each
Insurance Company shareholder will vote the shares for which it receives
timely voting instructions from Contract Owners in accordance with those
instructions and will vote those shares for which it receives no timely
voting instructions for and against approval of a proposal, and as an
abstention, in the same proportion as the shares for which it receives
voting instructions. Shares attributable to accounts retained by each
Insurance Company shareholder will be voted in the same proportion as
votes cast by Contract Owners. Accordingly, there are not expected to be
any "broker non-votes" (i.e., shares held by brokers or nominees as to
which (i) instructions have not been received from the beneficial owners
or the persons entitled to vote and (ii) the broker or nominee does not
have the discretionary voting power on a particular matter).
Contract Owners have the opportunity to submit their voting instructions
via the Internet by utilizing a program provided by a third-party vendor
hired by Putnam Management. The giving of such voting instructions will
not affect your right to vote in person should you decide to attend the
meeting. To use the Internet, please access the Internet address listed
on your voting instruction card, and follow the instructions on the
Internet site. The Internet voting procedures are designed to
authenticate Contract Owners' identities, to allow Contract Owners to
give their voting instructions and to confirm that shareholders'
instructions have been recorded properly. Contract Owners voting via the
Internet should understand that there may be costs associated with
electronic access, such as usage charges from Internet access providers
and telephone companies, that must be borne by the Contract Owners.
Revocation of proxies. Proxies, including proxies given by telephone or
over the Internet, may be revoked at any time by the Insurance Company
shareholder before they are voted either (i) by a written revocation
received by the Clerk of the Trust, (ii) by properly executing a
later-dated proxy, (iii) by recording later-dated voting instructions
via the Internet or (iv) by attending the meeting and voting in person.
Revocation of instructions. Any Contract Owner giving instructions to an
Insurance Company has the power to revoke such instructions by mail or
via the Internet by providing superseding instructions. All properly
executed instructions received in time for the meeting will be voted as
specified in the instructions.
Date for receipt of shareholders' proposals for subsequent meetings of
shareholders. Your fund does not regularly hold annual shareholder
meetings, but may from time to time schedule special meetings. In
addition, your fund has voluntarily undertaken to hold shareholder
meetings at least every five years. In accordance with the regulations
of the SEC, in order to be eligible for inclusion in the Trust's proxy
statement for such a meeting, a shareholder or Contract Owner proposal
must be received a reasonable time before the fund prints and mails its
proxy statement.
The Board Policy and Nominating Committee will also consider nominees
recommended by shareholders of the Trust to serve as Trustees. A
shareholder or Contract Owner must submit the names of any such nominees
in writing to the Trust, to the attention of the Clerk, at the address
of the principal offices of the Trust.
If a shareholder who wishes to present a proposal at a special
shareholder meeting fails to notify the Trust within a reasonable time
before the fund mails its proxy statement, the proxies solicited for the
meeting will have discretionary authority to vote on the shareholder's
proposal if it is properly brought before the meeting. If a shareholder
makes a timely notification, the proxies may still exercise
discretionary voting authority under circumstances consistent with the
SEC's proxy rules. All shareholder proposals must also comply with other
requirements of the SEC's rules and the 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 with respect to any fund for a period or
periods of not more than 60 days in the aggregate to permit further
solicitation of proxies. Any adjournment will require the affirmative
vote of a majority of the votes cast on the question in person or by
proxy at the session of the meeting by the relevant fund to be
adjourned. The persons named as proxies will vote in favor of
adjournment those proxies that they are entitled to vote in favor of the
proposals. They will vote against any such adjournment those proxies
required to be voted against the proposals. Your fund pays the costs of
any additional solicitation and of any adjourned session. Any proposals
for which sufficient favorable votes have been received by the time of
the meeting by any fund may be acted upon and considered final
regardless of whether the meeting is adjourned to permit additional
solicitation with respect to any other proposal for any other fund.
Financial information. The Trust will furnish to you upon request and
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 1-866-419-0695.
Fund Information
Putnam Investments. Putnam Investment Management, LLC, the funds'
investment manager, is a subsidiary of Putnam Management Trust, which is
in turn owned by Putnam Investments. Putnam Investments Limited, the
sub-manager for Putnam VT Global Equity Fund and Putnam VT International
Equity Fund, is a subsidiary of The Putnam Advisory Company, LLC, which
is in turn owned by Putnam Investments. Putnam Investments is a
wholly-owned subsidiary of Putnam Investments Trust, a holding company
that, except for a minority stake owned by employees, is in turn owned
by Marsh & McLennan Companies, Inc., a leading professional services
firm that includes risk and insurance services, investment management
and consulting businesses. Putnam Fiduciary Trust Company, the fund's
investor servicing agent and custodian, and Putnam Retail Management
Limited Partnership, the fund's principal underwriter, are also
subsidiaries of Putnam Investments. The address of Putnam Investments
Trust, Putnam Investments, Putnam Investment Management, LLC, Putnam
Retail Management Limited Partnership and Putnam Fiduciary Trust Company
is One Post Office Square, Boston, Massachusetts 02109. The address of
Putnam Investments Limited is Cassini House, 57-59 St. James's Street,
London SW1A 1LD, United Kingdom. The address of the executive offices of
Marsh & McLennan Companies, Inc. is 1166 Avenue of the Americas, New
York, New York 10036.
Litigation. Exhibit B to this proxy statement describes the pending
legal proceedings in which the Trustees have been named as parties
adverse to your fund as of August 31, 2004.
Limitation of Trustee liability. The Declaration of Trust provides that
the Trust will indemnify the Trustees and officers of the Trust 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 Declaration of Trust
that they have not acted in good faith in the reasonable belief that
their actions were in the best interests of the fund or that such
indemnification would relieve any officer or Trustee of any liability to
the fund or its shareholders arising by reason of willful misfeasance,
bad faith, gross negligence or reckless disregard of his or her duties.
The Trust, at its expense, provides liability insurance for the benefit
of its Trustees and officers.
Independent registered public accounting firm. As listed below, the
Trustees have selected PricewaterhouseCoopers LLP, 125 High Street,
Boston, Massachusetts 02110 as the independent registered public
accounting firm for each fund's current fiscal year. This firm is among
the country's preeminent independent registered public accounting firms.
The firm was selected primarily on the basis of its expertise as
auditors of investment companies, the quality of its audit services and
the competitiveness of its fees. Representatives of
PricewaterhouseCoopers LLP are expected to be present at the meeting to
make statements and to respond to appropriate questions.
The following table presents fees billed in each of the last two fiscal
years ended December 31, 2002 and December 31, 2003 for services
rendered to a fund:
- --------------------------------------------------------------------------------------------------
Putnam VT American Putnam VT Capital Putnam VT Capital
Government Income Fund Appreciation Fund Opportunities Fund
- --------------------------------------------------------------------------------------------------
Audit Fees 2003 - $28,185 2003 - $23,359 2003 - $22,689
2002 - $23,302 2002 - $23,010 2002 - $0
- --------------------------------------------------------------------------------------------------
Audit-Related Fees 2003 - $0 2003 - $0 2003 - $0
2002 - $0 2002 - $0 2002 - $0
- --------------------------------------------------------------------------------------------------
Tax Fees 2003 - $1,820 2003 - $1,724 2003 - $2,625
2002 - $1,904 2002 - $2,578 2002 - $0
- --------------------------------------------------------------------------------------------------
All Other Fees 2003 - $0 2003 - $0 2003 - $0
2002 - $0 2002 - $0 2002 - $0
- --------------------------------------------------------------------------------------------------
Putnam VT Discovery Putnam VT Diversified Putnam VT Equity
Growth Fund Income Fund Income Fund
- --------------------------------------------------------------------------------------------------
Audit Fees 2003 - $25,496 2003 - $71,752 2003 - $22,762
2002 - $34,791 2002 - $61,784 2002 - $0
- --------------------------------------------------------------------------------------------------
Audit-Related Fees 2003 - $0 2003 - $0 2003 - $0
2002 - $24,000* 2002 - $0 2002 - $0
- --------------------------------------------------------------------------------------------------
Tax Fees 2003 - $1,724 2003 - $5,136 2003 - $2,625
2002 - $2,579 2002 - $4,703 2002 - $0
- --------------------------------------------------------------------------------------------------
All Other Fees 2003 - $0 2003 - $0 2003 - $0
2002 - $0 2002 - $0 2002 - $0
- --------------------------------------------------------------------------------------------------
Putnam VT The George Putnam VT Global Putnam VT Global
Putnam Fund of Boston Asset Allocation Fund Equity Fund
- --------------------------------------------------------------------------------------------------
Audit Fees 2003 - $54,409 2003 - $62,426 2003 - $54,273
2002 - $44,982 2002 - $64,313 2002 - $55,745
- --------------------------------------------------------------------------------------------------
Audit-Related Fees 2003 - $0 2003 - $0 2003 - $0
2002 - $0 2002 - $0 2002 - $0
- --------------------------------------------------------------------------------------------------
Tax Fees 2003 - $3,361 2003 - $4,977 2003 - $6,217
2002 - $3,259 2002 - $4,839 2002 - $6,105
- --------------------------------------------------------------------------------------------------
All Other Fees 2003 - $0 2003 - $0 2003 - $0
2002 - $0 2002 - $0 2002 - $0
- --------------------------------------------------------------------------------------------------
Putnam VT Growth and Putnam VT Growth Putnam VT Health
Income Fund Opportunities Fund Sciences Fund
- --------------------------------------------------------------------------------------------------
Audit Fees 2003 - $81,084 2003 - $25,668 2003 - $23,444
2002 - $57,753 2002 - $23,241 2002 - $20,631
- --------------------------------------------------------------------------------------------------
Audit-Related Fees 2003 - $0 2003 - $0 2003 - $0
2002 - $0 2002 - $0 2002 - $0
- --------------------------------------------------------------------------------------------------
Tax Fees 2003 - $2,717 2003 - $1,719 2003 - $1,750
2002 - $3,604 2002 - $1,884 2002 - $1,930
- --------------------------------------------------------------------------------------------------
All Other Fees 2003 - $0 2003 - $0 2003 - $0
2002 - $0 2002 - $0 2002 - $0
- --------------------------------------------------------------------------------------------------
Putnam VT High Putnam VT Putnam VT International
Yield Fund Income Fund Equity Fund
- --------------------------------------------------------------------------------------------------
Audit Fees 2003 - $62,730 2003 - $78,174 2003 - $47,132
2002 - $53,770 2002 - $62,300 2002 - $37,502
- --------------------------------------------------------------------------------------------------
Audit-Related Fees 2003 - $0 2003 - $0 2003 - $0
2002 - $0 2002 - $0 2002 - $23,100*
- --------------------------------------------------------------------------------------------------
Tax Fees 2003 - $3,233 2003 - $2,382 2003 - $5,966
2002 - $3,297 2002 - $2,441 2002 - $2,487
- --------------------------------------------------------------------------------------------------
All Other Fees 2003 - $0 2003 - $0 2003 - $0
2002 - $0 2002 - $0 2002 - $0
- --------------------------------------------------------------------------------------------------
Putnam VT International Putnam VT International Putnam VT
Growth and Income Fund New Opportunities Fund Investors Fund
- --------------------------------------------------------------------------------------------------
Audit Fees 2003 - $32,702 2003 - $31,260 2003 - $29,196
2002 - $28,447 2002 - $27,729 2002 - $29,353
- --------------------------------------------------------------------------------------------------
Audit-Related Fees 2003 - $0 2003 - $0 2003 - $0
2002 - $0 2002 - $0 2002 - $0
- --------------------------------------------------------------------------------------------------
Tax Fees 2003 - $2,354 2003 - $3,859 2003 - $1,762
2002 - $2,384 2002 - $5,298 2002 - $2,058
- --------------------------------------------------------------------------------------------------
All Other Fees 2003 - $0 2003 - $0 2003 - $0
2002 - $0 2002 - $0 2002 - $0
- --------------------------------------------------------------------------------------------------
Putnam VT Mid Cap Putnam VT Money Putnam VT New
Value Fund Market Fund Opportunities Fund
- --------------------------------------------------------------------------------------------------
Audit Fees 2003 - $22,707 2003 - $46,031 2003 - $54,241
2002 - $0 2002 - $37,838 2002 - $42,405
- --------------------------------------------------------------------------------------------------
Audit-Related Fees 2003 - $0 2003 - $0 2003 - $0
2002 - $0 2002 - $0 2002 - $0
- --------------------------------------------------------------------------------------------------
Tax Fees 2003 - $2,625 2003 - $1,459 2003 - $1,847
2002 - $0 2002 - $1,364 2002 - $2,517
- --------------------------------------------------------------------------------------------------
All Other Fees 2003 - $0 2003 - $0 2003 - $0
2002 - $0 2002 - $0 2002 - $0
- --------------------------------------------------------------------------------------------------
Putnam VT New Putnam VT OTC & Putnam VT
Value Fund Emerging Growth Fund Research Fund
- --------------------------------------------------------------------------------------------------
Audit Fees 2003 - $24,954 2003 - $19,338 2003 - $24,820
2002 - $21,605 2002 - $19,560 2002 - $20,619
- --------------------------------------------------------------------------------------------------
Audit-Related Fees 2003 - $0 2003 - $0 2003 - $0
2002 - $0 2002 - $0 2002 - $0
- --------------------------------------------------------------------------------------------------
Tax Fees 2003 - $1,758 2003 - $1,734 2003 - $1,883
2002 - $1,949 2002 - $1,886 2002 - $1,884
- --------------------------------------------------------------------------------------------------
All Other Fees 2003 - $0 2003 - $0 2003 - $0
2002 - $0 2002 - $0 2002 - $0
- --------------------------------------------------------------------------------------------------
Putnam VT Small Cap Putnam VT Utilities Putnam VT
Value Fund Growth and Income Fund Vista Fund
- --------------------------------------------------------------------------------------------------
Audit Fees 2003 - $26,076 2003 - $28,625 2003 - $35,661
2002 - $22,641 2002 - $30,612 2002 - $35,767
- --------------------------------------------------------------------------------------------------
Audit-Related Fees 2003 - $0 2003 - $0 2003 - $0
2002 - $0 2002 - $0 2002 - $0
- --------------------------------------------------------------------------------------------------
Tax Fees 2003 - $1,811 2003 - $2,307 2003 - $1,756
2002 - $1,964 2002 - $2,377 2002 - $1,984
- --------------------------------------------------------------------------------------------------
All Other Fees 2003 - $0 2003 - $0 2003 - $0
2002 - $0 2002 - $0 2002 - $0
- --------------------------------------------------------------------------------------------------
Putnam VT
Voyager Fund
- --------------------------------------------------------------------------------------------------
Audit Fees 2003 - $70,643
2002 - $57,032
- --------------------------------------------------------------------------------------------------
Audit-Related Fees 2003 - $0
2002 - $0
- --------------------------------------------------------------------------------------------------
Tax Fees 2003 - $1,933
2002 - $2,959
- --------------------------------------------------------------------------------------------------
All Other Fees 2003 - $0
2002 - $0
- --------------------------------------------------------------------------------------------------
* Includes fees billed to the fund for services relating to one or more
fund mergers. A portion of such fees was paid by Putnam Management.
Audit Fees represents fees billed for a fund 's last two fiscal years.
Audit-Related Fees represents fees billed in a fund 's last two fiscal
years for services traditionally performed by the fund 's independent
auditors, including accounting consultation for proposed transactions or
concerning financial accounting and reporting standards and other audit
or attest services not required by statute or regulation.
Tax Fees represents fees billed in a fund 's last two fiscal years for
tax compliance, tax planning and tax advice services. Tax planning and
tax advice services include assistance with tax audits, employee benefit
plans and requests for rulings or technical advice from taxing
authorities.
The following tables present the amounts the independent auditors billed
for aggregate non-audit fees in each of the last two fiscal years to
each fund, Putnam Management and any entity controlling, controlled by
or under common control with Putnam Management that provides ongoing
services to the fund:
- ----------------------------------------------------------------------------------------
Putnam VT American Putnam VT Capital Putnam VT Capital
Government Income Fund Appreciation Fund Opportunities Fund
- ----------------------------------------------------------------------------------------
Non- 2003 - $142,650 2003 - $142,554 2003 - $143,455
Audit Fees 2002 - $1,904 2002 - $2,578 2002 - $0
- ----------------------------------------------------------------------------------------
Putnam VT Discovery Putnam VT Diversified Putnam VT Equity
Growth Fund Income Fund Income Fund
- ----------------------------------------------------------------------------------------
Non- 2003 - $142,554 2003 - $145,966 2003 - $143,455
Audit Fees 2002 - $26,579 2002 - $4,703 2002 - $0
- ----------------------------------------------------------------------------------------
Putnam VT The George Putnam VT Global Putnam VT Global
Putnam Fund of Boston Asset Allocation Fund Equity Fund
- ----------------------------------------------------------------------------------------
Non- 2003 - $144,191 2003 - $145,807 2003 - $147,047
Audit Fees 2002 - $3,259 2002 - $4,839 2002 - $6,105
- ----------------------------------------------------------------------------------------
Putnam VT Growth and Putnam VT Growth Putnam VT Health
Income Fund Opportunities Fund Sciences Fund
- ----------------------------------------------------------------------------------------
Non- 2003 - $143,547 2003 - $142,549 2003 - $142,580
Audit Fees 2002 - $3,604 2002 - $1,884 2002 - $1,930
- ----------------------------------------------------------------------------------------
Putnam VT High Putnam VT Putnam VT International
Yield Fund Income Fund Equity Fund
- ----------------------------------------------------------------------------------------
Non- 2003 - $144,063 2003 - $143,212 2003 - $146,796
Audit Fees 2002 - $3,297 2002 - $2,441 2002 - $25,587
- ----------------------------------------------------------------------------------------
Putnam VT International Putnam VT International Putnam VT
Growth and Income Fund New Opportunities Fund Investors Fund
- ----------------------------------------------------------------------------------------
Non- 2003 - $143,184 2003 - $144,689 2003 - $142,592
Audit Fees 2002 - $2,384 2002 - $5,298 2002 - $2,058
- ----------------------------------------------------------------------------------------
Putnam VT Mid Cap Putnam VT Money Putnam VT New
Value Fund Market Fund Opportunities Fund
- ----------------------------------------------------------------------------------------
Non- 2003 - $143,455 2003 - $142,289 2003 - $142,677
Audit Fees 2002 - $0 2002 - $1,364 2002 - $2,517
- ----------------------------------------------------------------------------------------
Putnam VT New Putnam VT OTC & Putnam VT
Value Fund Emerging Growth Fund Research Fund
- ----------------------------------------------------------------------------------------
Non- 2003 - $142,588 2003 - $142,564 2003 - $142,713
Audit Fees 2002 - $1,949 2002 - $1,886 2002 - $1,884
- ----------------------------------------------------------------------------------------
Putnam VT Small Putnam VT Utilities Putnam VT
Cap Value Fund Growth and Income Fund Vista Fund
- ----------------------------------------------------------------------------------------
Non- 2003 - $142,641 2003 - $143,137 2003 - $142,586
Audit Fees 2002 - $1,964 2002 - $2,377 2002 - $1,984
- ----------------------------------------------------------------------------------------
Putnam VT
Voyager Fund
- ----------------------------------------------------------------------------------------
Non- 2003 - $142,763
Audit Fees 2002 - $2,959
- ----------------------------------------------------------------------------------------
Pre-Approval Policies of the Audit and Pricing Committee.
The Audit and Pricing Committee has determined that, as a matter of
policy, all work performed for the funds by the funds' independent
auditor will be pre-approved by the Committee and will generally not be
subject to pre-approval procedures.
Under certain circumstances, the Audit and Pricing Committee believes
that it may be appropriate for Putnam Management and certain of its
affiliates to engage the services of the funds' independent auditor, but
only after prior approval by the Committee. Such requests are required
to be submitted in writing to the Committee and explain, among other
things, the nature of the proposed engagement, the estimated fees and
why this work must be performed by the audit firm. The Committee will
review the proposed engagement at its next meeting.
Since May 6,2003, all work performed by the independent auditor for the
funds, Putnam Management and any entity controlling, controlled by or
under common control with Putnam Management that provides ongoing
services to the funds was pre-approved by the Committee or a member of
the Committee pursuant to the pre-approval policies discussed above.
Prior to that date, the Committee had a general policy to pre-approve
the independent auditors' engagements for non-audit services with the
funds, Putnam Management and any entity controlling, controlled by or
under common control with Putnam Management that provides ongoing
services to the funds.
For each fund's last two fiscal years, such fund's principal auditors
did not bill for services required to be approved pursuant to
paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X.
Officers and other information. All of the officers of the Trust, with
the exception of Mr. Putnam, III, are employees of Putnam Management or
its affiliates. Because of their positions with Putnam Management,
Putnam Retail Management or their affiliates or their ownership of stock
of Marsh & McLennan Companies, Inc., the parent corporation of Putnam
Investments Trust and indirectly of Putnam LLC, Messrs. Haldeman,
Putnam, III and Smith (nominees for Trustees of the Trust), as well as
the officers of the Trust, will benefit from the management fees,
distribution fees, custodian fees, and investor servicing fees paid or
allowed by each fund. In addition to Mr. Putnam, III, the other officers
of each fund are as follows:
Year first
Name (birthdate) elected Business experience
Office with the fund to office during past five years
- ---------------------------------------------------------------------------------
Charles E. Porter (7/26/38)* 1989 Managing Director,
Executive Vice President, Putnam Investments
Associate Treasurer and Putnam Management
Principal Executive Officer
- ---------------------------------------------------------------------------------
Jonathan S. Horwitz (6/4/55)* 2004 Managing Director,
Senior Vice President and Treasurer Putnam Investments
- ---------------------------------------------------------------------------------
Steven D. Krichmar (6/27/58) 2002 Senior Managing Director,
Vice President and Principal Putnam Investments.
Financial Officer Prior to 2001, Mr.Krichmar
was a Partner at
PricewaterhouseCoopers,
LLP
- ---------------------------------------------------------------------------------
Michael T. Healy (1/24/58) 2000 Managing Director,
Assistant Treasurer and Principal Putnam Investments
Accounting Officer
- ---------------------------------------------------------------------------------
Charles A. Ruys de Perez (10/17/57) 2004 Managing Director,
Vice President and Chief Putnam Investments
Compliance Officer
- ---------------------------------------------------------------------------------
Beth S. Mazor (4/6/58) 2002 Senior Vice President,
Vice President Putnam Investments
- ---------------------------------------------------------------------------------
Daniel T. Gallagher (2/27/62)* 2004 Vice President, Putnam
Vice President and Legal and Investments. Prior to
Compliance Liaison Officer 2004, Mr. Gallagher was an
Associate for Ropes &
Gray LLP. Prior to 2000, he
was a Law Clerk for the
Massachusetts Supreme
Judicial Court
- ---------------------------------------------------------------------------------
Mark C. Trenchard (6/5/62) 2002 Senior Vice President,
Vice President and Putnam Investments
BSA Compliance Officer
- ---------------------------------------------------------------------------------
Francis J. McNamara (8/19/55) 2004 Senior Managing Director,
Vice President and Chief Legal Officer Putnam Investments,
Putnam Management
and Putnam Retail
Management. Prior to
2004, Mr. McNamara
was General Counsel
of State Street Research
& Management
- ---------------------------------------------------------------------------------
James P. Pappas (2/24/53) 2004 Managing Director,
Vice President Putnam Investments and
Putnam Management.
During 2002, Mr. Pappas
was Chief Operating
Officer of Atalanta/Sosnoff
Management Corporation.
Prior to 2001, he was
President and Chief
Executive Officer of UAM
Investment Services, Inc.
- ---------------------------------------------------------------------------------
Richard S. Robie, III (3/30/60) 2004 Senior Managing Director,
Vice President Putnam Investments,
Putnam Management and
Putnam Retail Management.
Prior to 2003, Mr. Robie was
Senior Vice President of
United Asset Management
Corporation
- ---------------------------------------------------------------------------------
Judith Cohen (6/7/45) 1993 Clerk and Assistant
Clerk and Assistant Treasurer Treasurer, The Putnam
Funds
- ---------------------------------------------------------------------------------
* Officers of each fund who are members of the Trustees' independent
administrative staff. Compensation for these officers is fixed by the
Trustees and reimbursed by the Putnam funds.
Shares outstanding of your fund as of July 31, 2004
- -----------------------------------------------------------------------------------
Fund Class IA Class IB
- -----------------------------------------------------------------------------------
Putnam VT American Government Income Fund 14,158,647.370 8,057,275.299
- -----------------------------------------------------------------------------------
Putnam VT Capital Appreciation Fund 3,065,377.958 2,679,827.710
- -----------------------------------------------------------------------------------
Putnam VT Capital Opportunities Fund 687,276.803 482,237.983
- -----------------------------------------------------------------------------------
Putnam VT Discovery Growth Fund 3,821,240.484 7,259,488.565
- -----------------------------------------------------------------------------------
Putnam VT Diversified Income Fund 47,649,841.531 16,549,112.262
- -----------------------------------------------------------------------------------
Putnam VT Equity Income Fund 5,037,526.672 3,145,831.930
- -----------------------------------------------------------------------------------
Putnam VT The George Putnam Fund of Boston 40,598,846.593 24,844,819.194
- -----------------------------------------------------------------------------------
Putnam VT Global Asset Allocation Fund 28,600,651.913 2,880,676.113
- -----------------------------------------------------------------------------------
Putnam VT Global Equity Fund 65,016,551.902 7,819,588.028
- -----------------------------------------------------------------------------------
Putnam VT Growth and Income Fund 192,530,305.703 35,377,051.369
- -----------------------------------------------------------------------------------
Putnam VT Growth Opportunities Fund 7,384,718.999 8,173,151.046
- -----------------------------------------------------------------------------------
Putnam VT Health Sciences Fund 16,141,698.077 14,580,132.691
- -----------------------------------------------------------------------------------
Putnam VT High Yield Fund 69,052,297.365 20,530,149.877
- -----------------------------------------------------------------------------------
Putnam VT Income Fund 53,318,083.430 21,412,341.545
- -----------------------------------------------------------------------------------
Putnam VT International Growth and Income Fund 19,464,317.695 5,870,926.080
- -----------------------------------------------------------------------------------
Putnam VT International Equity Fund 31,333,453.559 39,125,995.197
- -----------------------------------------------------------------------------------
Putnam VT International New Opportunities Fund 7,775,916.987 11,972,679.846
- -----------------------------------------------------------------------------------
Putnam VT Investors Fund 35,501,442.854 23,739,329.307
- -----------------------------------------------------------------------------------
Putnam VT Mid Cap Value Fund 2,035,673.270 822,742.843
- -----------------------------------------------------------------------------------
Putnam VT Money Market Fund 333,914,243.530 117,270,131.480
- -----------------------------------------------------------------------------------
Putnam VT New Opportunities Fund 105,370,989.810 10,674,626.816
- -----------------------------------------------------------------------------------
Putnam VT New Value Fund 27,609,680.993 11,486,111.902
- -----------------------------------------------------------------------------------
Putnam VT OTC & Emerging Growth Fund 11,734,640.806 7,160,496.669
- -----------------------------------------------------------------------------------
Putnam VT Research Fund 10,609,242.188 11,681,915.332
- -----------------------------------------------------------------------------------
Putnam VT Small Cap Value Fund 15,515,544.936 19,491,397.401
- -----------------------------------------------------------------------------------
Putnam VT Utilities Growth and Income Fund 28,047,582.133 4,392,499.250
- -----------------------------------------------------------------------------------
Putnam VT Vista Fund 22,443,761.487 21,868,547.391
- -----------------------------------------------------------------------------------
Putnam VT Voyager Fund 95,338,492.834 19,716,733.289
- -----------------------------------------------------------------------------------
Share Ownership
As of July 31, 2004, the officers and Trustees as a group owned of
record no shares of the Trust or any fund thereof. As of July 31, 2004,
to the knowledge of the Trust, only the following persons owned of
record or beneficially 5% or more of any class of shares of any fund.
Shareholder name Percentage
Fund and class and address owned
- ----------------------------------------------------------------------------------------
Putnam VT American Government
Income Fund-- Class IA Hartford Life(4)* 100.00%
- ----------------------------------------------------------------------------------------
Putnam VT American Government
Income Fund-- Class IB Allstate Life Insurance Company(1)* 75.70
- ----------------------------------------------------------------------------------------
Putnam VT American Government
Income Fund-- Class IB Hartford Life(4) 14.80
- ----------------------------------------------------------------------------------------
Putnam VT American Government
Income Fund-- Class IB Allstate Life of NY(1) 9.10
- ----------------------------------------------------------------------------------------
Putnam VT Capital Opportunities
Fund-- Class IA Hartford Life & Annuity(4)* 49.80
- ----------------------------------------------------------------------------------------
Putnam VT Capital Opportunities
Fund-- Class IA Hartford Life Insurance Company(4)* 34.40
- ----------------------------------------------------------------------------------------
Putnam VT Capital Opportunities
Fund-- Class IA Putnam Investments(9) 14.90
- ----------------------------------------------------------------------------------------
Putnam VT Capital Opportunities
Fund-- Class IB Hartford Life & Annuity(4)* 45.90
- ----------------------------------------------------------------------------------------
Putnam VT Capital Opportunities
Fund-- Class IB Allstate Life Insurance Company(1)* 39.40
- ----------------------------------------------------------------------------------------
Putnam VT Capital Opportunities
Fund-- Class IB Hartford Life Insurance Company(4) 11.40
- ----------------------------------------------------------------------------------------
Putnam VT Capital Appreciation
Fund-- Class IA Hartford Life(4)* 100.00
- ----------------------------------------------------------------------------------------
Putnam VT Capital Appreciation
Fund-- Class IB Allstate Life Insurance Company(1)* 75.00
- ----------------------------------------------------------------------------------------
Putnam VT Capital Appreciation
Fund-- Class IB Hartford Life(4) 19.70
- ----------------------------------------------------------------------------------------
Putnam VT Capital Appreciation
Fund-- Class IB Allstate Life of NY(1) 5.10
- ----------------------------------------------------------------------------------------
Putnam VT Discovery Growth
Fund-- Class IA Hartford Life(4)* 100.00
- ----------------------------------------------------------------------------------------
Putnam VT Discovery Growth
Fund-- Class IB Allstate Life Insurance Company(1)* 56.10
- ----------------------------------------------------------------------------------------
Putnam VT Discovery Growth
Fund-- Class IB Hartford Life(4) 12.30
- ----------------------------------------------------------------------------------------
Putnam VT Discovery Growth
Fund-- Class IB ING Life Companies(5) 9.00
- ----------------------------------------------------------------------------------------
Putnam VT Diversified Income
Fund-- Class IA Hartford Life(4)* 97.70
- ----------------------------------------------------------------------------------------
Putnam VT Diversified Income
Fund-- Class IB Allstate Life Insurance Company(1)* 62.70
- ----------------------------------------------------------------------------------------
Putnam VT Diversified Income
Fund-- Class IB Hartford Life(4) 21.60
- ----------------------------------------------------------------------------------------
Putnam VT Diversified Income
Fund-- Class IB Allstate Life of NY(1) 6.80
- ----------------------------------------------------------------------------------------
Putnam VT Equity Income
Fund-- Class IA Hartford Life & Annuity(4)* 64.40
- ----------------------------------------------------------------------------------------
Putnam VT Equity Income
Fund-- Class IA Hartford Life Insurance Company(4)* 35.00
- ----------------------------------------------------------------------------------------
Putnam VT Equity Income
Fund-- Class IB Allstate Life Insurance Company(1)* 40.60
- ----------------------------------------------------------------------------------------
Putnam VT Equity Income
Fund-- Class IB Hartford Life & Annuity(4)* 29.50
- ----------------------------------------------------------------------------------------
Putnam VT Equity Income
Fund-- Class IB MetLife Investors Insurance Company(8) 15.80
- ----------------------------------------------------------------------------------------
Putnam VT Equity Income
Fund-- Class IB Hartford Life Insurance Company(4) 9.20
- ----------------------------------------------------------------------------------------
Putnam VT The George Putnam
Fund of Boston-- Class IA Hartford Life(4)* 99.80
- ----------------------------------------------------------------------------------------
Putnam VT The George Putnam
Fund of Boston-- Class IB Allstate Life Insurance Company(1)* 80.40
- ----------------------------------------------------------------------------------------
Putnam VT The George Putnam
Fund of Boston-- Class IB Hartford Life(4) 12.30
- ----------------------------------------------------------------------------------------
Putnam VT The George Putnam
Fund of Boston-- Class IB Allstate Life of NY(1) 5.70
- ----------------------------------------------------------------------------------------
Putnam VT Global Asset Allocation
Fund-- Class IA Hartford Life(4)* 98.50
- ----------------------------------------------------------------------------------------
Putnam VT Global Asset Allocation
Fund-- Class IB Allstate Life Insurance Company(1)* 70.30
- ----------------------------------------------------------------------------------------
Putnam VT Global Asset Allocation
Fund-- Class IB Hartford Life(4) 21.50
- ----------------------------------------------------------------------------------------
Putnam VT Global Asset Allocation
Fund-- Class IB Allstate Life of NY(1) 8.10
- ----------------------------------------------------------------------------------------
Putnam VT Global Equity
Fund-- Class IA Hartford Life(4)* 99.60
- ----------------------------------------------------------------------------------------
Putnam VT Global Equity
Fund-- Class IB Allstate Life Insurance Company(1)* 75.80
- ----------------------------------------------------------------------------------------
Putnam VT Global Equity
Fund-- Class IB Hartford Life(4) 9.00
- ----------------------------------------------------------------------------------------
Putnam VT Global Equity
Fund-- Class IB Allstate Life of NY(1) 7.80
- ----------------------------------------------------------------------------------------
Putnam VT Global Equity
Fund-- Class IB AEGON PFL First Union(12) 6.60
- ----------------------------------------------------------------------------------------
Putnam VT Growth and Income
Fund-- Class IA Hartford Life(4)* 97.20
- ----------------------------------------------------------------------------------------
Putnam VT Growth and Income
Fund-- Class IB Allstate Life Insurance Company(1)* 69.40
- ----------------------------------------------------------------------------------------
Putnam VT Growth and Income
Fund-- Class IB Hartford Life(4) 10.20
- ----------------------------------------------------------------------------------------
Putnam VT Growth and Income
Fund-- Class IB Allstate Life of NY(1) 5.60
- ----------------------------------------------------------------------------------------
Putnam VT Growth Opportunities
Fund-- Class IA Hartford Life(4)* 100.00
- ----------------------------------------------------------------------------------------
Putnam VT Growth Opportunities
Fund-- Class IB Allstate Life Insurance Company(1)* 73.40
- ----------------------------------------------------------------------------------------
Putnam VT Growth Opportunities
Fund-- Class IB Hartford Life(4) 15.20
- ----------------------------------------------------------------------------------------
Putnam VT Growth Opportunities
Fund-- Class IB Allstate Life of NY(1) 6.60
- ----------------------------------------------------------------------------------------
Putnam VT Health Sciences
Fund-- Class IA Hartford Life(4)* 100.00
- ----------------------------------------------------------------------------------------
Putnam VT Health Sciences
Fund-- Class IB Allstate Life Insurance Company(1)* 49.40
- ----------------------------------------------------------------------------------------
Putnam VT Health Sciences
Fund-- Class IB AXP IDS Life(3) 21.10
- ----------------------------------------------------------------------------------------
Putnam VT Health Sciences Lincoln National Life Insurance
Fund-- Class IB Company(7) 14.70
- ----------------------------------------------------------------------------------------
Putnam VT Health Sciences
Fund-- Class IB Hartford Life(4) 5.60
- ----------------------------------------------------------------------------------------
Putnam VT High Yield Fund-- Class IA Hartford Life(4)* 98.90
- ----------------------------------------------------------------------------------------
Putnam VT High Yield Fund-- Class IB Allstate Life Insurance Company(1)* 58.90
- ----------------------------------------------------------------------------------------
Putnam VT High Yield Fund-- Class IB Hartford Life(4) 18.60
- ----------------------------------------------------------------------------------------
Putnam VT High Yield Fund-- Class IB AXP IDS Life(3) 10.30
- ----------------------------------------------------------------------------------------
Putnam VT High Yield Fund-- Class IB Lincoln National Life Insurance
Company(7) 5.90
- ----------------------------------------------------------------------------------------
Putnam VT Income Fund-- Class IA Hartford Life(4)* 98.20
- ----------------------------------------------------------------------------------------
Putnam VT Income Fund-- Class IB Allstate Life Insurance Company(1)* 73.20
- ----------------------------------------------------------------------------------------
Putnam VT Income Fund-- Class IB Hartford Life(4) 18.70
- ----------------------------------------------------------------------------------------
Putnam VT Income Fund-- Class IB Allstate Life of NY(1) 7.50
- ----------------------------------------------------------------------------------------
Putnam VT International Growth
and Income Fund-- Class IA Hartford Life(4)* 99.80
- ----------------------------------------------------------------------------------------
Putnam VT International Growth
and Income Fund-- Class IB Allstate Life Insurance Company(1)* 60.70
- ----------------------------------------------------------------------------------------
Putnam VT International Growth
and Income Fund-- Class IB Hartford Life(4) 14.30
- ----------------------------------------------------------------------------------------
Putnam VT International Growth Lincoln National Life
and Income Fund-- Class IB Insurance Company(7) 7.70
- ----------------------------------------------------------------------------------------
Putnam VT International Growth
and Income Fund-- Class IB ING Life Companies(5) 5.10
- ----------------------------------------------------------------------------------------
Putnam VT International Equity
Fund-- Class IA Hartford Life(4)* 94.20
- ----------------------------------------------------------------------------------------
Putnam VT International Equity
Fund-- Class IB Allstate Life Insurance Company(1)* 32.50
- ----------------------------------------------------------------------------------------
Putnam VT International Equity
Fund-- Class IB AXP IDS Life(3) 14.90
- ----------------------------------------------------------------------------------------
Putnam VT International Equity
Fund-- Class IB Allstate Life Insurance Company(1) 11.90
- ----------------------------------------------------------------------------------------
Putnam VT International Equity
Fund-- Class IB MetLife Investors Insurance Company(8) 7.90
- ----------------------------------------------------------------------------------------
Putnam VT International Equity
Fund-- Class IB Hartford Life(4) 5.90
- ----------------------------------------------------------------------------------------
Putnam VT International Equity
Fund-- Class IB The Travelers Life Insurance Company(10) 5.70
- ----------------------------------------------------------------------------------------
Putnam VT International New
Opportunities Fund-- Class IA Hartford Life(4)* 99.90
- ----------------------------------------------------------------------------------------
Putnam VT International New
Opportunities Fund-- Class IB AXP IDS Life(3)* 72.50
- ----------------------------------------------------------------------------------------
Putnam VT International New
Opportunities Fund-- Class IB Allstate Life Insurance Company(1) 20.70
- ----------------------------------------------------------------------------------------
Putnam VT Investors Fund-- Class IA Hartford Life(4)* 99.90
- ----------------------------------------------------------------------------------------
Putnam VT Investors Fund-- Class IB Allstate Life Insurance Company(1)* 78.80
- ----------------------------------------------------------------------------------------
Putnam VT Investors Fund-- Class IB Hartford Life(4) 13.40
- ----------------------------------------------------------------------------------------
Putnam VT Investors Fund-- Class IB Allstate Life of NY(1) 7.40
- ----------------------------------------------------------------------------------------
Putnam VT Mid Cap Value
Fund-- Class IA Hartford Life & Annuity(4)* 53.40
- ----------------------------------------------------------------------------------------
Putnam VT Mid Cap Value
Fund-- Class IA Hartford Life Ins. Co.(4)* 46.40
- ----------------------------------------------------------------------------------------
Putnam VT Mid Cap Value
Fund-- Class IB Allstate Life Insurance Company(1)* 53.20
- ----------------------------------------------------------------------------------------
Putnam VT Mid Cap Value
Fund-- Class IB Hartford Life Insurance Company(4) 21.30
- ----------------------------------------------------------------------------------------
Putnam VT Mid Cap Value
Fund-- Class IB Hartford Life & Annuity(4) 18.80
- ----------------------------------------------------------------------------------------
Putnam VT Mid Cap Value
Fund-- Class IB Allstate Life of NY(1) 6.50
- ----------------------------------------------------------------------------------------
Putnam VT Money Market
Fund-- Class IA Hartford Life(4)* 98.00
- ----------------------------------------------------------------------------------------
Putnam VT Money Market
Fund-- Class IB Allstate Life Insurance Company (1)* 71.50
- ----------------------------------------------------------------------------------------
Putnam VT Money Market
Fund-- Class IB Hartford Life(4) 13.80
- ----------------------------------------------------------------------------------------
Putnam VT Money Market
Fund-- Class IB Allstate Life of NY(1) 7.50
- ----------------------------------------------------------------------------------------
Putnam VT Money Market
Fund-- Class IB AEGON PFL First Union(12) 6.90
- ----------------------------------------------------------------------------------------
Putnam VT New Opportunities
Fund-- Class IA Hartford Life(4)* 59.80
- ----------------------------------------------------------------------------------------
Putnam VT New Opportunities
Fund-- Class IA AXP IDS LIFE(3)* 34.00
- ----------------------------------------------------------------------------------------
Putnam VT New Opportunities
Fund-- Class IB Allstate Life Insurance Company(1)* 76.80
- ----------------------------------------------------------------------------------------
Putnam VT New Opportunities
Fund-- Class IB Hartford Life(4) 15.40
- ----------------------------------------------------------------------------------------
Putnam VT New Opportunities
Fund-- Class IB Allstate Life of NY(1) 7.00
- ----------------------------------------------------------------------------------------
Putnam VT New Value Fund-- Class IA Hartford Life(4)* 99.80
- ----------------------------------------------------------------------------------------
Putnam VT New Value Fund-- Class IB Allstate Life Insurance Company(1)* 74.70
- ----------------------------------------------------------------------------------------
Putnam VT New Value Fund-- Class IB Hartford Life(4) 12.80
- ----------------------------------------------------------------------------------------
Putnam VT OTC & Emerging Growth
Fund-- Class IA Hartford Life(4)* 93.20
- ----------------------------------------------------------------------------------------
Putnam VT OTC & Emerging Growth
Fund-- Class IA Hartford Life Ins. Co.(4) 6.70
- ----------------------------------------------------------------------------------------
Putnam VT OTC & Emerging Growth
Fund-- Class IB Allstate Life Insurance Company(1)* 83.30
- ----------------------------------------------------------------------------------------
Putnam VT OTC & Emerging Growth
Fund-- Class IB Hartford Life(4) 10.60
- ----------------------------------------------------------------------------------------
Putnam VT OTC & Emerging Growth
Fund-- Class IB Allstate Life of NY(1) 5.90
- ----------------------------------------------------------------------------------------
Putnam VT Research Fund-- Class IA Hartford Life(4)* 100.00
- ----------------------------------------------------------------------------------------
Putnam VT Research Fund-- Class IB Allstate Life Insurance Company(1)* 83.80
- ----------------------------------------------------------------------------------------
Putnam VT Research Fund-- Class IB Hartford Life(4) 10.00
- ----------------------------------------------------------------------------------------
Putnam VT Research Fund-- Class IB Allstate Life of NY(1) 5.50
- ----------------------------------------------------------------------------------------
Putnam VT Small Cap Value
Fund-- Class IA Hartford Life(4)* 97.40
- ----------------------------------------------------------------------------------------
Putnam VT Small Cap Value
Fund-- Class IB Allstate Life Insurance Company(1)* 30.60
- ----------------------------------------------------------------------------------------
Putnam VT Small Cap Value
Fund-- Class IB The Travelers Life Insurance Company(10) 27.80
- ----------------------------------------------------------------------------------------
Putnam VT Small Cap Value
Fund-- Class IB Northbrook Life Insurance Company(13) 11.10
- ----------------------------------------------------------------------------------------
Putnam VT Small Cap Value
Fund-- Class IB The Travelers Life & Annuity Co.(10) 10.30
- ----------------------------------------------------------------------------------------
Putnam VT Small Cap Value
Fund-- Class IB Integrity Life Insurance Company(6) 5.50
- ----------------------------------------------------------------------------------------
Putnam VT Utilities Growth and
Income Fund-- Class IA Hartford Life(4)* 98.80
- ----------------------------------------------------------------------------------------
Putnam VT Utilities Growth and
Income Fund-- Class IB Allstate Life Insurance Company(1)* 81.30
- ----------------------------------------------------------------------------------------
Putnam VT Utilities Growth and
Income Fund-- Class IB Hartford Life(4) 11.00
- ----------------------------------------------------------------------------------------
Putnam VT Utilities Growth and
Income Fund-- Class IB Allstate Life of NY(1) 7.50
- ----------------------------------------------------------------------------------------
Putnam VT Vista Fund-- Class IA Hartford Life(4)* 97.40
- ----------------------------------------------------------------------------------------
Putnam VT Vista Fund-- Class IB AXP IDS Life(3)* 45.30
- ----------------------------------------------------------------------------------------
Putnam VT Vista Fund-- Class IB Allstate Life Insurance Company(1)* 36.90
- ----------------------------------------------------------------------------------------
Putnam VT Vista Fund-- Class IB AXP American Enterprise Life(2) 5.30
- ----------------------------------------------------------------------------------------
Putnam VT Voyager Fund-- Class IA Hartford Life(4)* 94.90
- ----------------------------------------------------------------------------------------
Putnam VT Voyager Fund-- Class IB Allstate Life Insurance Company(1)* 67.90
- ----------------------------------------------------------------------------------------
Putnam VT Voyager Fund-- Class IB Hartford Life(4) 11.10
- ----------------------------------------------------------------------------------------
Putnam VT Voyager Fund-- Class IB Allstate Life Insurance Company(1) 7.50
- ----------------------------------------------------------------------------------------
The addresses for the shareholders listed above are:
* Shareholder may be deemed to control the indicated fund.
(1) Allstate Life Insurance Co., 3100 Sanders Rd., Northbrook, IL 60062
(2) American Express Financial Advisors, 733 Marquette Avenue,
Minneapolis, MN 55041
(3) AXP IDS Life, 1497 AXP Financial Center, Minneapolis, MN 55474-0014
(4) The Hartford, 200 Hopmeadow St., Simsbury, CT 06089
(5) ING Life Companies, 1290 Broadway, Denver, CO 80203
(6) Integrity Life Insurance Co., 515 West Market St., Louisville, KY
40202
(7) Lincoln National Life Insurance Co., 1300 South Clinton St., Fort
Wayne, IN 46801
(8) MetLife Investors Insurance Company, One Madison Ave., Area 5H, New
York, NY 10010
(9) Putnam Investments, One Post Office Square, Boston, MA 02109
(10) The Travelers Life Insurance Company, One Tower Square, Hartford,
CT 06183
(11) TransAmerica Life Insurance Co., 4333 Edgewood Rd. NE, Cedar
Rapids, IA 52499
(12) AEGON PFL Privilege Select, 4333 Edgewood Rd. NE, Cedar Rapids, IA
52499-0002
(13) Northbrook Life Insurance Company, 3100 Sanders Rd. STE K4A,
Northbrook, IL 60062-7155
EXHIBIT A
Board Policy and Nominating Committee Charter
This Committee reviews matters pertaining to the operations of the Board
of Trustees and its Committees and the conduct of legal affairs for the
Funds. The Committee evaluates and recommends all candidates for
election as Trustees and recommends the appointment of members and
chairs of each board committee. The Committee also reviews policy
matters affecting the operation of the Board and its independent staff
and make recommendations to the Board as appropriate. The Committee also
oversees the voting of proxies associated with portfolio investments of
The Putnam Funds with the goal of ensuring that these proxies are voted
in the best interest of the Funds' shareholders. The Committee is
comprised exclusively of Independent Trustees.
EXHIBIT B
Litigation
1. The plaintiffs named below allege that the defendants engaged in,
permitted and/or failed to prevent market timing and short-term trading in
the Putnam Funds. Plaintiffs generally claim violations of [SECTION] 36 of
the 1940 Act, [SECTION] 206 of the Investment Advisers Act of 1940, as
amended, [SECTION] 10(b) of the 1934 Act and Rule 10b-5, [SECTION] 20(a) of
the 1934 Act, breach of fiduciary duty, aiding and abetting breach of
fiduciary duty and civil conspiracy. The plaintiffs generally seek
injunctive relief including removal of the current Trustees and fund
managers, disgorgement of profits, monetary damages, punitive damages and
attorney's fees and costs.
Case Name Defendants Court Date Instituted
- -----------------------------------------------------------------------------------------
Joanne S. Baseman Putnam Management1 United States Dec.16, 2003
(derivatively on behalf Omid Kamshad District Court
of Putnam International Justin Scott for the District
Equity Fund and the William Woolverton of Maryland
Putnam Funds) Putnam Trustees2
v. Putnam Investment Putnam Funds3
Management, Inc., et al. (nominal)
- -----------------------------------------------------------------------------------------
John K .Clement Putnam Management United States Nov.26, 2003
(derivatively on behalf Omid Kamshad District Court
of several individual Justin Scott for the District
funds and the William Woolverton of Maryland
Putnam Funds) Putnam Trustees
v. Putnam Investment Putnam Funds
Management Inc., et al. (nominal)
- -----------------------------------------------------------------------------------------
Simon J. Denenberg Putnam Management United States Jan.30, 2004
(derivatively on behalf Omid Kamshad District Court
of the Putnam U.S.Justin Scott or the District
Government Income William Woolverton of Maryland
Trust and the Putnam Putnam Trustees
Funds) v.Putnam Putnam Funds
Investment Management, (nominal)
Inc., et al.
- -----------------------------------------------------------------------------------------
Diane Hutto and Putnam Management United States Nov.12, 2003
Dina Rozenbaum Putnam Trustees District Court
(derivative on behalf Justin M.Scott for the District
of several individual Omid Kamshad of Maryland
funds and the Putnam Certain officers of the
Funds) v. Putnam, LLC, Putnam Funds and
et. al. Putnam Management
- -----------------------------------------------------------------------------------------
Seth B. Marks (derivative Putnam Management United States Dec.3, 2003
on behalf of several Putnam Trustees District Court
individual funds and the Justin M. Scott for the District
Putnam Funds) Omid Kamshad of Maryland
v. Putnam, LLC, et. al. Certain officers of the
Putnam Funds and
Putnam Management
- -----------------------------------------------------------------------------------------
Cynthia Puleo (derivative Putnam Management United States Dec.16, 2003
on behalf of several Putnam Trustees District Court
individual funds and the Justin M. Scott for the District
Putnam Funds) Omid Kamshad of Maryland
v. Putnam, LLC, et al. Certain officers of the
Putnam Funds and
Putnam Management
- -----------------------------------------------------------------------------------------
Edward L. Segel Putnam Management United States Jan. 23, 2004
(derivative on behalf Putnam Trustees District Court
of individual fund Omid Kamshad for the District
and the Putnam Funds) Justin Scott of Maryland
v. Putnam, LLC, et al. William Woolverton
Putnam Funds
(nominal)
- -----------------------------------------------------------------------------------------
Zachary Alan Starr Putnam Management United States Nov. 6, 2003
(derivative on behalf Putnam Trustees District Court
of Putnam International Omid Kamshad for the District
Equity Fund and the Justin M.Scott of Maryland
Putnam Funds) Putnam Funds
v. Putnam Investment (nominal)
Management, et al.
- -----------------------------------------------------------------------------------------
2. The plaintiffs named below allege that the defendants failed to properly
disclose that select customers were allowed to engage in late trading or
time their mutual fund trades. The plaintiffs generally claim of breach of
fiduciary duty, abuse of control, gross mismanagement, waste of corporate
assets and unjust enrichment. The plaintiffs seek damages, equitable and/or
injunctive relief, restitution and attorney's fees and costs.
Case Name Defendants Court Date Instituted
- -----------------------------------------------------------------------------------------
Leon Brazin Putnam Trustees United States March 15, 2004
(derivatively on behalf Putnam Management District Court
of Putnam Vista Fund) Putnam Vista Fund for the District
v. John A. Hill, et al. (nominal) of Maryland
Certain officers of
Putnam Funds and
Putnam Management
- -----------------------------------------------------------------------------------------
Peter Kavaler Putnam Trustees United States March 15, 2004
(derivatively on behalf Putnam Management District Court
of Putnam Income Putnam Income Fund for the District
Fund) v. John A. Hill, (nominal) of Maryland
et al. Certain officers of
Putnam Funds and
Putnam Management
- -----------------------------------------------------------------------------------------
Todd Klein (derivatively Putnam Trustees United States March 15, 2004
on behalf of Putnam Putnam Management District Court
Global Equity Fund) Putnam Global Equity for the District
v. John A. Hill, et al. Fund (nominal) of Maryland
Certain officers of the
Putnam Funds and
Putnam Management
- -----------------------------------------------------------------------------------------
Steven Wiegand Putnam Trustees United States Jan. 27, 2004
(derivatively on behalf Putnam Management District Court
of Putnam Classic Putnam Classic Equity for the District
Equity Fund) Fund (nominal) of Maryland
v. John A. Hill et al. Certain officers of the
Putnam Funds and
Putnam Management
- -----------------------------------------------------------------------------------------
3. The plaintiff named below alleges that defendants failed to prevent the
disclosure of confidential information concerning the identity of
securities, the practice of late trading by selected investors,
time-trading by selected investors and insider trading by directors,
officers and/or employees of the defendants. The plaintiff claims breach of
fiduciary duty.
Case Name Defendants Court Date Instituted
- -----------------------------------------------------------------------------------------
Stern (derivative on behalf Putnam Funds Supreme Court Dec.17, 2003
of Marsh &McLennan) Putnam Management of the State of
v. Greenberg, et. al, Jeffrey Greenberg New York
Mathis Cabaillavetta
Marsh Directors4
Lawrence Lasser
- -----------------------------------------------------------------------------------------
1 "Putnam Management" includes Putnam Investments Trust, Putnam Investment
Management, LLC, Putnam, LLC, and/or Marsh & McLennan Companies, Inc.
2 The 13 Putnam Trustees include current Trustees Jameson Adkins Baxter,
Charles B. Curtis, John A. Hill, Ronald J. Jackson, Paul L. Joskow,
Elizabeth T. Kennan, John H. Mullin, III, Robert E. Patterson, George
Putnam, III, A. J. C. Smith and W. Thomas Stephens and former Trustees W.
Nicholas Thorndike and Lawrence J. Lasser.
3 "Putnam Funds" includes any and/or all registered investment companies
managed by Putnam Management.
4 The Directors of Marsh & McLennan Companies, Inc. are Charles Davis,
Lewis Bernard, Peter Coster, Robert Ebruru, Oscar Fanjul, Ray Groves,
Stephen Hardis, Gwendolyn King, Lord Lang of Monkton, David Olsen, Morton
Shapiro, Adele Simmons and A.J.C. Smith.
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PUTNAM INVESTMENTS
The Putnam Funds
One Post Office Square
Boston, Massachusetts 02109
Toll-free 1-866-419-0695 217065 10/04
ezVote [SECTION MARK] Consolidated Voting Instruction Card
The top half of this form is your EzVote Voting Instruction Card. It
reflects all of your accounts registered to the same Social Security or
Tax I.D. number at this address. By voting and signing the Consolidated
Voting Instruction Card, you are voting all of these accounts in the
same manner as indicated on the reverse side of the form.
VOTING INSTRUCTION CARD FOR THE MEETING OF SHAREHOLDERS TO BE HELD
DECEMBER 9, 2004
999 999 999 999 99
The undersigned hereby instructs the Insurance Company referenced on the
reverse side of this card to vote at the Special Meeting of Shareholders
on December 9, 2004, at 11:00 a.m., Eastern Time, and at any
adjournments thereof, all shares of the Fund attributable to his or her
contract or interest therein as directed on the reverse side of this
Voting Instruction Card. IF THIS VOTING INSTRUCTION CARD IS SIGNED AND
RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED FOR EACH
NOMINEE FOR TRUSTEE AND FOR THE APPROVAL OF THE PROPOSALS.
If you fail to return this Voting Instruction Card, the Insurance
Company will vote all shares attributable to your account value in
proportion to all voting instructions for the Fund actually received
from contract owners in the Separate Account.
PLEASE BE SURE TO SIGN AND DATE HERE.
______________________________________________
Shareholder/Co-owner sign(s) here Date
Sign your name exactly as it appears on this card. If you own shares
jointly, each owner should sign. When signing as executor,
administrator, attorney, trustee, 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
signers office. If you are a partner, sign in the partnership name.
Putnam VIC EZ - dh
DETACH CONSOLIDATED VOTING INSTRUCTION CARD AT PERFORATION BELOW
Your vote is important. For your convenience, you can vote your voting
instruction card in one of two ways:
1
INTERNET
Go to https://www.proxyweb.com
* Follow the instructions on the site.
* There is no need for you to return your voting instruction card.
2
MAIL
Mail in the voting instruction card.
* Please sign and date your voting instruction card.
* Detach the card from this voting instruction form.
* Return the card in the postage-paid envelope provided.
INDIVIDUAL VOTING INSTRUCTION CARDS
On the reverse side of this form (and on accompanying pages, if
necessary) you will find individual voting instruction cards, one for
each of your accounts. If you would wish to vote each of these accounts
separately, sign in the signature box below, mark each individual card
to indicate your vote, detach the form at the perforation above and
return the individual voting instruction card portion only.
NOTE: If you elect to vote each account separately, do not return the
Consolidated Voting Instruction Card above.
SIGN BELOW ONLY IF YOU ARE VOTING EACH ACCOUNT SEPARATELY.
__________________________________________________
Shareholder/Co-owner sign(s) here Date
Sign your name exactly as it appears on this card. If you own shares
jointly, each owner should sign. When signing as executor,
administrator, attorney, trustee, 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
signers office. If you are a partner, sign in the partnership name.
Putnam VIC IND EZ - dh
ezVote [SECTION MARK] Voting Instruction Card
Please place an X in the appropriate box(es) using black or blue ink or
number 2 pencil. Please do not use a fine point pen.
1 Proposal to elect all nominees for Trustees.
01 J.A. Baxter
02 C.B. Curtis
03 M.R. Drucker
04 C.E. Haldeman, Jr.
05 J.A. Hill
06 R.J. Jackson
07 P.L. Joskow
08 E.T. Kennan
09 J.H. Mullin, III
10 R.E. Patterson
11 G. Putnam, III
12 A.J.C. Smith
13 W.T. Stephens
14 R.B. Worley
The Trustees recommend voting FOR all proposals
FOR
electing
all the
nominees
0
WITHHOLD
authority
to vote for
all nominees
0
To withhold authority to vote for specific nominee(s), but to vote for
all other nominees, write the number(s) of the excluded nominee(s) on
the line to the left.
Proposals to approve an amendment to certain funds fundamental
investment restrictions with respect to
FOR AGAINST ABSTAIN
2A borrowing. 0 0 0
2B making loans. 0 0 0
2C diversification of investments. 0 0 0
2D Approving an amendment to Putnam VT Equity
Income Fund's investment objective. 0 0 0
3 Proposal to approve an amendment to the
agreement and declaration of trust. 0 0 0
Refer to page 6 in the proxy statement to determine which proposals
apply to your fund. If you have questions on the proposals, please call
1-866-419-0695. The Trustees recommend voting FOR all proposals
Please sign and date the other side of this card.
Putnam VIC EZ - dh
DETACH CONSOLIDATED VOTING INSTRUCTION CARD AT PERFORATION BELOW
INDIVIDUAL VOTING INSTRUCTION CARDS
NOTE: IF YOU HAVE USED THE CONSOLIDATED PROXY VOTING INSTRUCTION CARD
ABOVE, DO NOT VOTE THE INDIVIDUAL VOTING INSTRUCTION CARDS BELOW.
000 0000000000 000 0
JOHN Q. PUBLIC
123 MAIN STREET
ANYTOWN, MA 02030 999 999 999 999 99
FUND NAME PRINTS HERE
FUND NAME PRINTS HERE
1 Election of Trustees. (refer to nominees at top of page)
except#______________________________
FOR
ALL
0
WITHHOLD
ALL
0
FOR AGAINST ABSTAIN
2 Investment restrictions. 0 0 0
A borrowing. 0 0 0
B making loans. 0 0 0
C diversification of investments. 0 0 0
D funds investment objective. 0 0 0
3 Declaration of trust. 0 0 0
000 0000000000 000 0
JOHN Q. PUBLIC
123 MAIN STREET
ANYTOWN, MA 02030 999 999 999 999 99
FUND NAME PRINTS HERE
FUND NAME PRINTS HERE
1 Election of Trustees. (refer to nominees at top of page)
except#______________________________
FOR
ALL
0
WITHHOLD
ALL
0
FOR AGAINST ABSTAIN
2 Investment restrictions. 0 0 0
A borrowing. 0 0 0
B making loans. 0 0 0
C diversification of investments. 0 0 0
D funds investment objective. 0 0 0
3 Declaration of trust. 0 0 0
000 0000000000 000 0
JOHN Q. PUBLIC
123 MAIN STREET
ANYTOWN, MA 02030 999 999 999 999 99
FUND NAME PRINTS HERE
FUND NAME PRINTS HERE
1 Election of Trustees. (refer to nominees at top of page)
except#______________________________
FOR
ALL
0
WITHHOLD
ALL
0
FOR AGAINST ABSTAIN
2 Investment restrictions. 0 0 0
A borrowing. 0 0 0
B making loans. 0 0 0
C diversification of investments. 0 0 0
D funds investment objective. 0 0 0
3 Declaration of trust. 0 0 0
000 0000000000 000 0
JOHN Q. PUBLIC
123 MAIN STREET
ANYTOWN, MA 02030 999 999 999 999 99
FUND NAME PRINTS HERE
FUND NAME PRINTS HERE
1 Election of Trustees. (refer to nominees at top of page)
except#______________________________
FOR
ALL
0
WITHHOLD
ALL
0
FOR AGAINST ABSTAIN
2 Investment restrictions. 0 0 0
A borrowing. 0 0 0
B making loans. 0 0 0
C diversification of investments. 0 0 0
D funds investment objective. 0 0 0
3 Declaration of trust. 0 0 0
Putnam VIC IND EZ - dh
000 0000000000 000 0
JOHN Q. PUBLIC
123 MAIN STREET
ANYTOWN, MA 02030 999 999 999 999 99
FUND NAME PRINTS HERE
FUND NAME PRINTS HERE
1 Election of Trustees. (refer to nominees at top of page)
except#______________________________
FOR
ALL
0
WITHHOLD
ALL
0
FOR AGAINST ABSTAIN
2 Investment restrictions. 0 0 0
A borrowing. 0 0 0
B making loans. 0 0 0
C diversification of investments. 0 0 0
D funds investment objective. 0 0 0
3 Declaration of trust. 0 0 0
000 0000000000 000 0
JOHN Q. PUBLIC
123 MAIN STREET
ANYTOWN, MA 02030 999 999 999 999 99
FUND NAME PRINTS HERE
FUND NAME PRINTS HERE
1 Election of Trustees. (refer to nominees at top of page)
except#______________________________
FOR
ALL
0
WITHHOLD
ALL
0
FOR AGAINST ABSTAIN
2 Investment restrictions. 0 0 0
A borrowing. 0 0 0
B making loans. 0 0 0
C diversification of investments. 0 0 0
D funds investment objective. 0 0 0
3 Declaration of trust. 0 0 0
PUTNAM INVESTMENTS
To vote by mail
Read the proxy statement.
Check the appropriate boxes
on the reverse side.
Sign and date the proxy ballot.
Return the proxy ballot in
the envelope provided.
To vote on the Web
Read the proxy statement and
have the proxy ballot at hand.
Go to https://www.proxyweb.com/Putnam
Follow the instructions on the site.
There is no need for you to
return your instruction card.
FUND NAME PRINTS HERE
By signing below, you as a Putnam fund shareholder appoint Trustees John
A. Hill and Robert E. Patterson, and each of them separately, with power
of substitution to each, to be your proxies. You are empowering them to
vote your Putnam fund shares on your behalf at a meeting of the
shareholders of the Putnam funds. The meeting will take place on
December 9, 2004 at 11:00 a.m. in Boston, and may be adjourned to later
times or dates. Your vote is being solicited on behalf of the Trustees.
When you complete and sign the proxy ballot, the Trustees will vote
exactly as you have indicated on the other side of this card. If you
simply sign the proxy ballot, or don't vote on a specific proposal,
your shares will be automatically voted as the Trustees recommend. The
Trustees are also authorized to vote at their discretion on any other
matter that arises at the meeting or any adjournment of the meeting.
Please be sure to sign and date here
_______________________________________________________
Signature(s) Date
Sign your name exactly as it appears on this card. If you own shares
jointly, each owner should sign. When signing as executor,
administrator, attorney, trustee, 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
signers office. If you are a partner, sign in the partnership name.
Putnam PC - DH
Proposals
Please place an X in the appropriate box(es) using black or blue ink or
number 2 pencil. Please do not use a fine point pen.
1 Proposal to elect all nominees for Trustees.
01 J.A. Baxter
02 C.B. Curtis
03 M.R. Drucker
04 C.E. Haldeman, Jr.
05 J.A. Hill
06 R.J. Jackson
07 P.L. Joskow
08 E.T. Kennan
09 J.H. Mullin, III
10 R.E. Patterson
11 G. Putnam, III
12 A.J.C. Smith
13 W.T. Stephens
14 R.B. Worley
The Trustees recommend voting FOR all proposals
FOR
electing
all the
nominees
0
WITHHOLD
authority
to vote for
all nominees
0
To withhold authority to vote for specific nominee(s), but to vote for
all other nominees, write the number(s) of the excluded nominee(s) on
the line to the left.
Proposals to approve an amendment to certain funds fundamental
investment restrictions with respect to
FOR AGAINST ABSTAIN
2A borrowing. 0 0 0
2B making loans. 0 0 0
2C diversification of investments. 0 0 0
2D Approving an amendment to Putnam VT Equity
Income Fund's investment objective. 0 0 0
3 Proposal to approve an amendment to the
agreement and declaration of trust. 0 0 0
Refer to page 6 in the proxy statement to determine which proposals
apply to your fund. If you have questions on the proposals, please call
1-866-419-0695.
Please sign and date the other side of this card.
Putnam PC - DH
To vote by mail
Read the proxy statement.
Check the appropriate boxes
on the reverse side.
Sign and date the instruction card.
Return the instruction card in
the envelope provided.
To vote on the Web
Read the proxy statement and
have the instruction card at hand.
Go to https://www.proxyweb.com
Follow the instructions on
the site.
There is no need for you to
return your instruction card.
FUND NAME PRINTS HERE
INSURANCE COMPANY NAME PRINTS HERE
VOTING INSTRUCTION CARD
FOR SPECIAL MEETING OF SHAREHOLDERS
DECEMBER 9, 2004 - 11:00 A.M. EASTERN TIME
The undersigned hereby instructs the above-referenced Insurance Company
to vote at the Special Meeting of Shareholders on December 9, 2004, at
11:00 a.m., Eastern Time, and at any adjournments thereof, all shares of
the Fund attributable to his or her contract or interest therein as
directed on the reverse side of this Voting Instruction Card. IF THIS
VOTING INSTRUCTION CARD IS SIGNED AND RETURNED WITH NO CHOICES
INDICATED, THE SHARES WILL BE VOTED FOR EACH NOMINEE FOR TRUSTEE AND FOR
THE APPROVAL OF THE PROPOSALS.
If you fail to return this Voting Instruction Card, the Insurance
Company will vote all shares attributable to your account value in
proportion to all voting instructions for the Fund actually received
from contract owners in the Separate Account.
PLEASE VOTE, DATE AND SIGN, AND PROMPTLYRETURN THIS INSTRUCTION CARD IN
THE ENCLOSED ENVELOPE PROVIDED.
Dated: ______________________
_____________________________________________
(Signature) (Sign in the Box)
Please sign exactly as your name or names appear to the left. When
shares are held by joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee, guardian or in any other
representative capacity, please give full title as such. If signing for
a corporation, please sign in full corporate name by authorized person.
If a partnership, please sign in partnership name by authorized person.
Putnam VIC - DH
Proposals
Please place an X in the appropriate box(es) using black or blue ink or
number 2 pencil. Please do not use a fine point pen.
1 Proposal to elect all nominees for Trustees.
01 J.A. Baxter
02 C.B. Curtis
03 M.R. Drucker
04 C.E. Haldeman, Jr.
05 J.A. Hill
06 R.J. Jackson
07 P.L. Joskow
08 E.T. Kennan
09 J.H. Mullin, III
10 R.E. Patterson
11 G. Putnam, III
12 A.J.C. Smith
13 W.T. Stephens
14 R.B. Worley
The Trustees recommend voting FOR all proposals
FOR
electing
all the
nominees
0
WITHHOLD
authority
to vote for
all nominees
0
To withhold authority to vote for specific nominee(s), but to vote for
all other nominees, write the number(s) of the excluded nominee(s) on
the line to the left.
Proposals to approve an amendment to certain funds fundamental
investment restrictions with respect to
FOR AGAINST ABSTAIN
2A borrowing. 0 0 0
2B making loans. 0 0 0
2C diversification of investments. 0 0 0
2D Approving an amendment to Putnam VT Equity
Income Fund's investment objective. 0 0 0
3 Proposal to approve an amendment to the
agreement and declaration of trust. 0 0 0
Refer to page 6 in the proxy statement to determine which proposals
apply to your fund. If you have questions on the proposals, please call
1-866-419-0695.
Please sign and date the other side of this card.
Putnam VIC - DH