SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant / X /
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e) (2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ X / Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
PUTNAM ASSET ALLOCATION FUNDS
PUTNAM CAPITAL APPRECIATION FUND
PUTNAM CLASSIC EQUITY FUND
PUTNAM CONVERTIBLE INCOME-GROWTH TRUST
PUTNAM DISCOVERY GROWTH FUND
PUTNAM EQUITY INCOME FUND
PUTNAM EUROPE EQUITY FUND
THE GEORGE PUTNAM FUND OF BOSTON
PUTNAM FUNDS TRUST
PUTNAM GLOBAL EQUITY FUND
PUTNAM GLOBAL NATURAL RESOURCES FUND
THE PUTNAM FUND FOR GROWTH AND INCOME
PUTNAM HEALTH SCIENCES TRUST
PUTNAM INTERNATIONAL EQUITY FUND
PUTNAM INVESTMENT FUNDS
PUTNAM INVESTORS FUND
PUTNAM NEW OPPORTUNITIES FUND
PUTNAM OTC & EMERGING GROWTH FUND
PUTNAM TAX SMART FUNDS TRUST
PUTNAM UTILITIES GROWTH AND INCOME FUND
PUTNAM VISTA FUND
PUTNAM VOYAGER FUND
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement,
if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
/ X / No fee required
/ / 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:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Proxy solicitation Q&A
In early September, proxy materials will be mailed to shareholders of
all 58 Putnam retail open-end funds. This Q&A is designed to help you
answer questions you might receive about the proxy solicitation.
What is a proxy?
A proxy is a person who can act on behalf of another. In this case,
proxies are Putnam Trustees, who are empowered to vote on behalf of
shareholders, based on the shareholders' instructions.
What is the purpose of the proxy mailing?
Every Putnam shareholder has a right to vote on certain matters that
affect the management of their funds. Since it is not possible for
most people to attend a shareholder meeting and vote in person,
shareholders are mailed the proxy package, which provides a proxy
statement, a ballot, and instructions for voting by phone, by mail, or
online.
What is a proxy ballot?
The proxy ballot tells the Trustees identified as proxies how to vote on
a shareholder's behalf. Shareholders also receive a proxy statement,
which describes the proposals they are being asked to vote on. The proxy
statement includes the recommendations of the funds' Trustees, who
recommend that shareholders vote in favor of the proposals.
Who is eligible to vote?
Shareholders of record of the retail open-end funds at the close of
business on August 13, 2004, are eligible to vote. Each share is
entitled to one vote. Fractional shares will be voted fractionally.
When is the shareholder meeting?
The shareholder meetings for the retail open-end funds are scheduled to
take place on November 11, 2004 at 11:00 a.m. on the 8th floor of One
Post Office Square in Boston.
What if shareholders don't return their proxy ballots?
If Putnam doesn't receive the proxy cards back in sufficient numbers, we
must make follow-up solicitations, either by mail or by phone, which can
cost the fund money. All shareholders benefit when proxies are voted.
Also PFPC, a firm contracted by Putnam, may contact shareholders who
don't return their proxies.
What if a shareholder only signs the card?
If a shareholder signs the proxy ballot, but doesn't fill in a vote, the
shares will be voted in accordance with the Trustees' recommendations.
What are the key dates for the open-end fund proxy solicitation?
August 13-- Designated record date
September 3-- Initial proxy mailing
September 16-- Initial phone campaign
If needed:
September 23-- Second proxy mailing
October 5-- Second phone campaign
October 12-- Third proxy mailing
October 22-- Third phone campaign
How can a shareholder submit a vote?
Voting instructions are included on the proxy ballot. There are several
ways to vote:
* By mailing the completed proxy ballot in the postage-paid envelope
(the address is Putnam Investments, P.O. Box 9131, Hingham, MA
02043-9131)
* Online at www.proxyweb.com/Putnam. This is for registered shareholders
only
* By automated telephone, at 1-888-221-0697, this is for registered
shareholders only
* Live representative, at 1-877-832-6360 (PFPC)
* By fax at 1-877-226-7171
When shareholders vote by phone or on the web, they will need to supply
the control number that appears on their proxy ballot.
Who is coordinating and reporting votes by mail, Internet, and phone?
Two firms have been contracted by Putnam to ensure that the proxy voting
is fully administered and tabulated in a fair manner. One firm, MIS,
will collect all votes, including those submitted by fax and Internet.
PFPC Inc., a firm contracted by Putnam, will receive phone votes and
then will transmit those numbers to MIS for consolidation.
What is the process for helping shareholders vote by phone with PFPC?
Please use the following process:
First, confirm voting eligibility by verifying the shareholder's name
and that he or she was an open-end mutual fund shareholder of record on
August 13, 2004. The following script should be used:
"Is there anything else I may help you with today? Before we conclude
this call, may I ask if you have reviewed the materials concerning the
special meeting of the shareholders scheduled for November 11, 2004?
These materials were mailed to all shareholders recently.
We are encouraging all shareholders to participate in the voting
process. If you want to cast your vote now, I can connect you with one
of our proxy services representatives who will accept your vote by
telephone. A confirmation of your vote will then be mailed to you."
Provide them with PFPC's telephone number (1-877-832-6360), and ask the
shareholder if you may place them on hold and transfer them to PFPC.
Conduct a warm transfer to PFPC, thanking the shareholder for voting.
How can shareholders get proxy statements if they didn't receive them in
the mail?
Additional proxy statements may be ordered from the literature system.
This mailing will only include the proxy statement, and will not include
a proxy ballot. If a caller requests a proxy ballot, or both the proxy
statement and the proxy ballot, send an e-mail message to Tarah Soares
or Patti Bissanti with the fund name, shareholder address, and account
number.
What if a shareholder misplaces his or her proxy ballot?
First, offer to transfer the caller to PFPC so that he or she may vote
by telephone (see above for transfer instructions). Additional proxy
statements can be ordered from the literature system. This mailing will
only include the proxy statement, and will not include a proxy ballot.
If a caller requests a proxy ballot, or both the proxy statement and the
proxy ballot, send an e-mail message to Tarah Soares or Patti Bissanti
with the fund name, shareholder address, and account number.
What if a shareholder whose account is held in street name did not
receive a ballot?
Shareholders on street-name accounts who want a statement or ballot must
contact their financial advisor. Putnam is not able to accommodate the
request. Broker-dealers on street named accounts provide shareholder
names and addresses to a third party, which mails the proxy statements
and ballots to shareholders.
In most cases, as long as the shareholder never instructed his or her
advisor to be placed on the Do Not Call List, PFPC should have the
account information. Offer to transfer the client to PFPC (using the
instructions above) to vote via phone.
How can a shareholder be placed on a "Do not call/Do not mail" list for
this proxy solicitation?
Putnam and the Trustees prefer that shareholders not be placed on a "Do
not call/Do not mail" list, as voting is in a shareholder's interest. To
place a shareholder (who received a request to participate in proxy
voting) on a "Do not call/Do not mail" list, you must get approval from
the Managing Director of your department. Please coordinate with your
supervisor to obtain approval and to have the Managing Director send an
e-mail message to Patti Bissanti advising that the shareholder account
does not want to receive phone calls in the future.
How are financial advisors being made aware of the upcoming shareholder
meeting and proxy voting process?
Financial advisors will receive a letter prior to the proxy mailing that
outlines the proposals and encourages advisors to explain the importance
of proxy voting to their clients. The mailing is scheduled for August
10, 2004.
In addition, proxy materials are being delivered electronically to firms
of accounts that are held in street name. Putnam relationship managers
and back-office contacts are also making firms aware of the meeting and
proxy voting process.
What are the shareholders voting on?
For all open-end funds shareholders of record have the opportunity to
vote on four types of proposals:
* The election of the fund's Trustees
* Amending or eliminating some investment restrictions that we believe
will provide greater investment flexibility in managing the funds
* Amending Putnam Equity Income Fund's investment objective
* Amending the funds' governing documents to enhance the flexibility and
efficiency of the funds' operations.
Please refer to the following chart from the proxy statement mailed to
shareholders.
- -------------------------------------------------------------------------------
Proposal Applicable Funds
Description
- -------------------------------------------------------------------------------
Election of All funds
Trustees
- -------------------------------------------------------------------------------
Approving an Putnam Asset Allocation: Balanced Portfolio
amendment to a Putnam Asset Allocation: Conservative Portfolio
fund's fundamental Putnam Asset Allocation: Growth Portfolio
investment Putnam Arizona Tax Exempt Income Fund
restriction with Putnam Florida Tax Exempt Income Fund
respect to The George Putnam Fund of Boston
borrowing Putnam Michigan Tax Exempt Income Fund
Putnam Minnesota Tax Exempt Income Fund
Putnam New Jersey Tax Exempt Income Fund
Putnam Ohio Tax Exempt Income Fund
The Putnam Fund for Growth and Income
Putnam Growth Opportunities Fund
Putnam Health Sciences Trust
Putnam High Yield Trust
Putnam High Yield Advantage Fund
Putnam Income Fund
Putnam Intermediate U.S. Government Income Fund
Putnam International Capital Opportunities Fund
Putnam International Equity Fund
Putnam International Growth and Income Fund
Putnam International New Opportunities Fund
Putnam Investors Fund
Putnam Pennsylvania Tax Exempt Income Fund
Putnam Capital Appreciation Fund
Putnam Classic Equity Fund
Putnam Convertible Income-Growth Trust
Putnam Discovery Growth Fund
Putnam Diversified Income Trust
Putnam Equity Income Fund
Putnam Europe Equity Fund
Putnam Global Equity Fund
Putnam Global Income Fund
Putnam Global Natural Resources Fund
Putnam Money Market Fund
Putnam Municipal Income Fund
Putnam New Opportunities Fund
Putnam New Value Fund
Putnam OTC & Emerging Growth Fund
Putnam Research Fund
Putnam Tax Exempt Income Fund
Putnam Tax Exempt Money Market Fund
Putnam Tax-Free High Yield Fund
Putnam Tax-Free Insured Fund
Putnam Utilities Growth and Income Fund
Putnam Vista Fund
Putnam Voyager Fund
- -------------------------------------------------------------------------------
Approving an Putnam Arizona Tax Exempt Income Fund
amendment to a Putnam Asset Allocation: Balanced Portfolio
fund's Putnam Asset Allocation: Conservative Portfolio
fundamental Putnam Asset Allocation: Growth Portfolio
investment Putnam Capital Appreciation Fund
restriction with Putnam Classic Equity Fund
respect to making Putnam Convertible Income-Growth Trust
loans Putnam Discovery Growth Fund
Putnam Diversified Income Trust
Putnam Equity Income Fund
Putnam Europe Equity Fund
Putnam Florida Tax Exempt Income Fund
The George Putnam Fund of Boston
Putnam Global Equity Fund
Putnam Global Income Fund
Putnam Global Natural Resources Fund
The Putnam Fund for Growth and Income
Putnam Growth Opportunities Fund
Putnam International Growth and Income Fund
Putnam International New Opportunities Fund
Putnam Investors Fund
Putnam Michigan Tax Exempt Income Fund
Putnam Minnesota Tax Exempt Income Fund
Putnam Health Sciences Trust
Putnam High Yield Advantage Fund
Putnam High Yield Trust
Putnam Income Fund
Putnam Intermediate U.S. Government Income Fund
Putnam International Capital Opportunities Fund
Putnam International Equity Fund
Putnam Money Market Fund
Putnam Municipal Income Fund
Putnam New Jersey Tax Exempt Income Fund
Putnam New Opportunities Fund
Putnam New Value Fund
Putnam OTC & Emerging Growth Fund
Putnam Ohio Tax Exempt Income Fund
Putnam Pennsylvania Tax Exempt Income Fund
Putnam Research Fund
Putnam Tax Exempt Income Fund
Putnam Tax Exempt Money Market Fund
Putnam Tax-Free High Yield Fund
Putnam Tax-Free Insured Fund
Putnam Utilities Growth and Income Fund
Putnam Vista Fund and
Putnam Voyager Fund
- -------------------------------------------------------------------------------
Approving an All funds, except Putnam Floating Rate Income Fund
amendment to a
fund's
fundamental
investment
restriction with
respect to
diversification of
investments
- -------------------------------------------------------------------------------
Approving an Putnam Capital Opportunities Fund
amendment to a Putnam Classic Equity Fund
fund's Putnam Global Natural Resources Fund
fundamental The Putnam Fund for Growth and Income
investment Putnam International Capital Opportunities Fund
restriction with Putnam International New Opportunities Fund
respect to Putnam New Value Fund
issuance of Putnam New York Tax Exempt Income Fund
senior securities Putnam Research Fund
Putnam Small Cap Growth Fund
Putnam Small Cap Value Fund
Putnam Tax Smart Equity Fund
- -------------------------------------------------------------------------------
Approving the Putnam U.S. Government Income Trust
elimination of the
fund's
fundamental
investment
restriction with
respect to
purchasing or
selling options,
puts, calls,
straddles, and
spreads
- -------------------------------------------------------------------------------
Approving an Putnam U.S. Government Income Trust
amendment to a
fund's
fundamental
investment
restriction with
respect to
investments in
commodities
- -------------------------------------------------------------------------------
Approval of an Putnam Equity Income Fund
amendment to a
fund's investment
objective
- -------------------------------------------------------------------------------
Approval of an All funds, except Putnam Tax Smart Equity Fund
amendment to a
fund's
Agreements and
Declarations of
Trust
- -------------------------------------------------------------------------------
Who are the Trustees and what is their role?
Putnam's Board of Trustees is responsible for protecting the interests
of Putnam shareholders. The Trustees' responsibilities include the
general oversight of each fund's business, reviewing investment
performance, and approval of fees paid to Putnam Investments and its
affiliates.
Why are Trustees being elected?
Putnam funds have voluntarily undertaken to elect Trustees at least
every five years. Under new SEC requirements applicable to most mutual
funds, at least 75% of a fund's Trustees, as well as its chairperson,
must be independent, which means that they are not affiliated with the
fund's investment advisor. Even prior to the recent SEC ruling and, in
fact, since July 1, 2000, the Putnam funds' Trustees have met both
independence requirements. The Trustees have always believed that having
a majority of Trustees who are independent enhances the ability of the
Trustees to effectively protect the interests of shareholders. The
Putnam funds currently have 11 Trustees, nine of whom are independent.
The Trustees have nominated three additional Trustees, two of whom would
be independent. In total, shareholders are asked to vote for 14
Trustees, 11 of whom would be independent.
What are the voting requirements for Trustee recommendations being
approved?
The Trustee election requires 30% participation, with plurality for
approval. The 14 nominees for Trustee who receive the most votes will be
elected.
Changes to fundamental investment policies and investment objectives
require a majority vote with a 50% participation rate and a 67% approval
rating.
Amending a fund's agreement and declaration of trust (to allow
redemptions in kind) requires an absolute majority, 50% + 1 of
outstanding shares voting in favor of the proposal. For this proposal,
certain Putnam funds will vote together as a single class. Shareholders
should consult their proxy statements for more information about the
voting requirements for this proposal.
Will this be occurring every year?
No. The election of Trustees for all Putnam funds will occur at least
every five years. Proposals to change a fund's fundamental investment
restrictions or authorize an amendment to a fund's declaration of
trustees occur infrequently.
What is the amendment to the declarations of trust?
Currently, Putnam funds are not authorized under their charter documents
(the Declarations of Trust) to meet redemption requests with assets
other than cash (i.e., portfolio securities). The Trustees believe that
it would be appropriate for the funds to have the flexibility in the
future to meet extraordinary redemptions in kind (with portfolio
securities). The explicit authority to pay a redemption wholly or
partially in kind may benefit a fund's remaining shareholders. It is
important to note that this option will not be used in ordinary
day-to-day circumstances or to meet small redemptions. In fact, if the
proposal is approved, the Trustees will implement procedures to ensure
that all redemptions by any shareholder within a 90-day period totaling
less than $250,000 will be met in cash. This proposal would affect all
funds except Putnam Tax Smart Equity Fund, because it is a relatively
new fund and its Declaration of Trust explicitly permits in kind
redemptions currently.
What is the amendment to Putnam Equity Income Fund's investment
objective?
This proposal would restate the fund's investment objective to give
greater emphasis to capital appreciation. Consistent with the fund's
non-fundamental policy of investing at least 80% of net assets in
common stocks and other equity investments that offer potential for
current income, the fund's management team would be able to give more
weight to stocks that offer capital appreciation potential.
Why amend or eliminate investment restrictions?
Generally, the purpose of the proposed changes is to increase the funds'
investment flexibility, simplify the investment restrictions, and make
them uniform across the Putnam funds. These changes would also make
Putnam's compliance monitoring more efficient. As the investment
restrictions vary from fund to fund, shareholders should consult their
proxy statements to see which proposed changes apply to their fund(s).
The proposals seek to make changes to the funds' investment restrictions
with respect to the following:
Borrowing and lending. These proposals, which would affect 51 funds,
seek to bring the funds' borrowing and lending restrictions in line with
those currently in place for other Putnam funds. It is important to note
that it is not standard practice for any fund to borrow or lend money.
Diversification of investments. This proposal, which would affect all
funds except Putnam Floating Rate Income Fund, seeks to simplify the
funds' investment restrictions and make them uniform with respect to the
Investment Company Act's technical diversification requirements. The
proposal would not affect any fund's current status as a diversified or
non-diversified fund. In particular, the proposal would enhance the
funds' flexibility to use Putnam Prime Money Market Fund as a cash
investment vehicle.
Issuance of senior securities. This proposal, which would affect 12
funds, seeks to simplify and standardize the funds' policies regarding
senior securities, and to give these funds the maximum investment
flexibility permitted under the Investment Company Act. A senior
security has priority over any other security as to distribution of
assets or dividends.
Investments in commodities and purchasing or selling options, puts,
calls, straddles, and spreads. These proposals, which would only affect
Putnam U.S. Government Income Trust, seek to revise the fund's
commodities restriction and eliminate the fund's prohibition on
investments in options and related derivatives. Although the fund's
managers do not typically make these types of investments, these
proposals are designed to make the fund's investment flexibility
consistent with that of other Putnam funds.
Putnam Retail Management
217513 8/04