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 MASTER INTERMEDIATE INCOME TRUST
PUTNAM PREMIER INCOME TRUST
PUTAN HIGH INCOME BOND 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):
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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:
Important information for shareholders of
PUTNAM HIGH INCOME BOND FUND,
PUTNAM MASTER INTERMEDIATE INCOME TRUST AND
PUTNAM PREMIER INCOME TRUST
The document you hold in your hands contains your proxy statement and
proxy card. Your proxy tells us how to vote on your behalf on important
issues relating to your fund. If you complete and sign the proxy, we'll
vote it exactly as you tell us. If you simply sign the proxy, we'll vote
it in accordance with the Trustees' recommendations on page 3.
We urge you to carefully review the proxy statement, and provide your
voting instructions by using any of the methods shown on your proxy
card. When shareholders don't return their proxies in sufficient
numbers, we have to make follow up solicitations, which can cost your
fund money.
We want to know how you would like to vote and welcome your comments.
Please take a few minutes with these materials and return your proxy to
us.
PUTNAM INVESTMENTS
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Table of contents
A Message from the Chairman 1
Notice of Shareholder Meeting 2
Trustees' Recommendations 3
PROXY CARD ENCLOSED
If you have any questions, please contact us
at 1-800-225-1581 or call your financial advisor.
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A Message from the Chairman
Dear Fellow Shareholder:
I am writing to you to ask for your vote on important matters that
affect your investment in your fund. While you are, of course, welcome
to join us at your fund's meeting, most shareholders cast their vote by
either filling out and signing the enclosed proxy card or by voting via
the Internet. We are asking for your vote on the following matter:
fixing the number of Trustees and electing your fund's Trustees.
Although we would like very much to have each shareholder attend this
meeting, we realize that it may not be possible. Whether or not you plan
to be present, we need your vote. We urge you to record your voting
instructions via the Internet or by completing, signing, and returning
the enclosed proxy card promptly. A postage-paid envelope is enclosed
for mailing, and Internet voting instructions are listed at the top of
your proxy card.
I'm sure that you, like most people, lead a busy life and are tempted to
put this proxy aside for another day. Please don't. When shareholders do
not vote their proxies, their fund may have to incur the expense of
follow-up solicitations. All shareholders benefit from the speedy return
of proxies.
Your vote is important to us. We appreciate the time and consideration
I am sure you will give this important matter. If you have questions
about the proposal, please call a Putnam customer service representative
at 1-800-225-1581 or contact your financial advisor.
Sincerely yours,
/S/ JOHN A. HILL
John A. Hill, Chairman
PUTNAM HIGH INCOME BOND FUND,
PUTNAM MASTER INTERMEDIATE INCOME TRUST AND
PUTNAM PREMIER INCOME TRUST
Notice of Annual Meeting of Shareholders
* This is the formal agenda for your fund's shareholder meeting. It tells
you what proposals will be voted on and the time and place of the
meeting, in the event you attend in person.
To the Shareholders of Putnam High Income Bond Fund, Putnam Master
Intermediate Income Trust and Putnam Premier Income Trust:
The Annual Meeting of Shareholders of your fund will be held on June 10,
2004 at 11:00 a.m., Boston time, at the principal offices of the fund on
the eighth floor of One Post Office Square, Boston, Massachusetts, to
consider the following:
1. Fixing the number of Trustees and electing Trustees. See page 3
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
W. Nicholas Thorndike
We urge you to mark, sign, date, and mail the enclosed proxy in the
postage-paid envelope provided or record your voting instructions via
the Internet so that you will be represented at the meeting.
April 14, 2004
Proxy Statement
This document will give you the information you need to vote on the
proposal(s). 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, 1-800-225-1581, or call your financial advisor.
* Who is asking for your vote?
The enclosed proxy is solicited by the Trustees of Putnam High Income
Bond Fund, Putnam Master Intermediate Income Trust and Putnam Premier
Income Trust for use at the Annual Meeting of Shareholders of each fund
to be held on June 10, 2004, and, if your fund's meeting is adjourned,
at any later meetings, for the purposes stated in the Notice of Annual
Meeting (see previous page). The Notice of Annual Meeting, the proxy and
the Proxy Statement are being mailed on or about April 22, 2004.
The following table identifies the proposals that apply to your fund.
* How do your fund's Trustees recommend that shareholders vote on this
proposal?
The Trustees recommend that you vote
1. For fixing the number of Trustees as proposed and the election of
all nominees
* Who is eligible to vote?
Shareholders of record at the close of business on March 22, 2004 are
entitled to be present and to vote at the meeting or any adjourned meeting.
Each share is entitled to one vote. Shares represented by your duly
executed proxy will be voted in accordance with your instructions. If you
sign the proxy, but don't fill in a vote, your shares will be voted in
accordance with the Trustees' recommendations. If any other business is
brought before your fund's meeting, your shares will be voted at the
Trustees' discretion.
Shareholders of each fund vote separately with respect to the election of
Trustees. The outcome of a vote affecting one fund does not affect any
other fund.
The Proposals
I. Election of Trustees
* Who are the nominees for Trustees?
The Board Policy and Nominating Committee of the Trustees of each fund
makes recommendations concerning the Trustees of that fund. The Board
Policy and Nominating Committee consists solely of Trustees who are not
"interested persons" (as defined in the Investment Company Act of 1940)
of your fund or of Putnam Investment Management, LLC, your fund's
investment manager ("Putnam Management"). For more information about the
Board Policy and Nominating Committee, please see page 12.
The Board Policy and Nominating Committee of the Trustees of each fund
recommends that the number of Trustees be fixed at eleven and that you
vote for the election of the nominees described below. Each nominee is
currently a Trustee of your fund and of the other Putnam funds.
The nominees for Trustees and their backgrounds are shown in the table
below. The table discloses each Trustee's name, date of birth, principal
occupation(s) during the past 5 years, and other information about the
nominee's professional background, including other directorships the
nominee holds. For more in depth biographical information, please refer
to the Putnam Investments website: www.putnaminv.com. Each nominee
currently serves as a Trustee. 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. The
address of all of the Trustees 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 BoardSource,
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 Securities and Exchange Commission.
John A. Hill (1/31/42)
Trustee since 1985 and Chairman since 2000
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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). 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 the University of Michigan 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). 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 serves as Chairman 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 Washington & Lee
University, where he served as Chairman of the Investment Committee.
Prior to May 2001, he was a Director of Graphic Packaging International
Corp.
Mr. Mullin also served as a Director of Dillon, Read & Co., Inc. until
October 1997; The Ryland Group, Inc. until January 1998 and Alex. Brown
Realty, Inc., until February 2004. 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.
Mr. Patterson serves as Chairman of the Joslin Diabetes Center and as a
Director of Brandywine Trust Company. Prior to June 2003, he was a
Trustee of Sea Education Association. Prior to December 2001, he was
President and Trustee of Cabot Industrial Trust (a publicly traded real
estate investment trust), prior to February 1998, he was Executive Vice
President and Director of Acquisitions of Cabot Partners Limited
Partnership (a registered investment advisor involved in institutional
real estate investments); and prior to 1990, he served as Executive Vice
President of Cabot, Cabot & Forbes Realty Advisors, Inc. (the
predecessor company of Cabot Partners) and as a Senior Vice President of
the Beal Companies (a real estate management, investment, and
development firm).
Mr. Patterson practiced law and held various positions in state
government, and was the founding Executive Director of the Massachusetts
Industrial Finance Agency. Mr. Patterson is a graduate of Harvard
College and Harvard Law School.
W. Thomas Stephens (9/2/42)
Trustee since 1997
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Mr. Stephens serves on a number of corporate boards.
Mr. Stephens serves as a Director of Xcel Energy Incorporated (a public
utility company), TransCanada Pipelines Limited, Norske Canada, Inc. (a
paper manufacturer), and Qwest Communications. Until 2003, Mr. Stephens
was a Director of Mail-Well, Inc. (a diversified printing company). He
served as Chairman of Mail-Well until 2001 and as CEO of
MacMillan-Bloedel, Ltd. (a forest products company) until 1999.
Prior to 1996, Mr. Stephens was Chairman and Chief Executive Officer of
Johns Manville Corporation. He holds B.S. and M.S. degrees from the
University of Arkansas.
* Interested Trustees
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 advisor 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 advisor). 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
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 Investment Company Act of 1940) of the fund, Putnam
Management, Putnam Retail Management, or Marsh & McLennan Companies,
Inc., the parent company of Putnam, LLC and its affiliated companies.
Messrs. Putnam and Smith are deemed "interested persons" by virtue of
their positions as officers or shareholders of the funds, Putnam
Management, Putnam Retail Management, or Marsh & McLennan Companies,
Inc. George Putnam, III is the President of your Fund and each of the
other Putnam funds. A.J.C. 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."
All the nominees were elected by the shareholders of Putnam High Income
Bond Fund on August 21, 2003 and all the nominees were elected by the
shareholders of Putnam Master Intermediate Income Trust and Putnam
Premier Income Trust on June 12, 2003. The 11 nominees for election as
Trustees who receive the greatest number of votes at your fund's
shareholder meeting will be elected as Trustees. 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 less than
11 for your fund.
* What are the Trustees' responsibilities?
Your fund'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, 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
auditors, counsel and other experts as appropriate, selected by and
responsible to the Trustees.
Your fund's Trustees have determined that the efficient conduct of your
fund's affairs makes it desirable to delegate responsibility for certain
specific matters to committees of the board. Certain committees (the
Executive Committee, Distributions Committee, and Audit and Pricing
Committee) are authorized to act for the Trustees as specified in their
charters. The other committees review and evaluate matters specified in
their charters and make recommendations to the Trustees as they deem
appropriate. Each committee may utilize the resources of your fund's
independent staff, counsel 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 chairman 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 Trustees who are not "interested persons" of the fund or
Putnam Management. Each member of the Audit and Pricing Committee is
"independent" as defined in Sections 303.01(B)(2)(a) and (3) of the listing
standards of the New York Stock Exchange. 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 under the Investment Company Act of 1940, interfund transactions
pursuant to Rule 17a-7 under the Investment Company Act of 1940, 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, a copy of
which is attached to this proxy statement as Exhibit A. The Committee
currently consists of Dr. Joskow (Chairperson), and Messrs. Patterson,
Thorndike and Stephens.
Board Policy and Nominating Committee. The Board Policy and Nominating
Committee reviews 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 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 Putnam funds have engaged a third-party professional search firm to
assist the Committee in identifying and evaluating potential nominees. The
Committee also identifies prospective nominees for election as trustee by
considering individuals that come to its attention through current Trustees
or shareholders.
The Board Policy and Nominating Committee will consider nominees for
trustee recommended by shareholders of a fund provided shareholders submit
their recommendations by the date disclosed in the paragraph entitled "Date
for receipt of shareholders' proposals for the next annual meeting," and
provided the shareholders' recommendations otherwise comply with applicable
securities laws, including Rule 14a-8 under the Securities Exchange Act of
1934. When evaluating a potential candidate for membership on the Board,
the Committee considers the skills and characteristics that it feels would
most benefit the Putnam funds at the time the evaluation is made. This
assessment includes an analysis of each candidate's judgment, age, skills,
experience, and an assessment of the perceived needs of the Board and its
committees at that point in time. 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
Board for nomination, and the Board selects the nominees after considering
the recommendation of the Committee.
The Committee also reviews policy matters affecting the operation of the
Board and its independent staff and makes recommendations to the Board as
appropriate. The Committee consists only of Trustees who are not
"interested persons" of your fund or Putnam Management. The Committee also
oversees the voting of proxies associated with portfolio investments of the
Putnam funds, with the goal of ensuring that these proxies are voted in the
best interest of the fund's shareholders. The 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 B. The Board Policy
and Nominating Committee currently consists of Dr. Kennan (Chairperson),
Ms. Baxter and Messrs. Hill, Mullin, Patterson and Thorndike.
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, Mullin, Thorndike, 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, Stephens and
Thorndike 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 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. Its oversight of the closed-end funds includes (i)
investment performance, (ii) trading activity, (iii) determinations with
respect to sunroof provisions, (iv) disclosure practices, and (v) the use
of leverage. The Committee consists only of Trustees who are not
"interested persons" of your fund or Putnam Management. The Committee
currently consists of Ms. Baxter (Chairperson) and 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
Investments to review distribution levels and the funds' distribution
policies. The Committee currently consists of Messrs. Patterson
(Chairperson), Jackson, and Thorndike 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
Investments on behalf of the shareholders of the Putnam funds. The
Committee currently consists of Messrs. Hill (Chairman), Jackson, Dr.
Joskow, Putnam, Thorndike and Ms. Baxter.
Investment Oversight Committees. These Committees regularly meet with
investment personnel of Putnam Management to review the investment
performance and strategies of the Putnam funds in light of their stated
investment objectives and policies. Investment Oversight Committee A
currently consists of Messrs. Thorndike (Chairperson), Smith and Ms.
Baxter. Investment Oversight Committee B currently consists of Messrs.
Curtis (Chairperson), Hill and Stephens. Investment Committee C
currently consists of Messrs. Mullin (Chairperson), Putnam and Dr.
Kennan. Investment Oversight Committee D currently consists of Messrs.
Patterson (Chairperson), Jackson and Joskow.
A minimum of 75% of your fund's trustees, including the Chairman, cannot
be affiliated in any way with your fund's investment manager, principal
underwriter from time to time or any broker-dealer. These independent
trustees must vote separately to approve all financial arrangements and
other agreements with your fund's investment manager and other
affiliated parties. The role of independent trustees has been
characterized as that of a "watchdog" charged with oversight to protect
shareholders' interests against overreaching and abuse by those who are
in a position to control or influence a fund. Your fund's independent
trustees meet regularly as a group in executive session.
* How large a stake do the Trustees have in the Putnam family of funds?
The Trustees believe each Trustee should have a significant investment
in the Putnam funds. The Trustees allocate their investments among the
Putnam funds based on their own investment needs. Each Trustee, as of
February 29, 2004, owned at least 100 shares of each fund. The table
below shows the value of each Trustee's holdings in each fund and in all
of the Putnam funds as of February 29, 2004.
Putnam High Income Bond Fund
Aggregate Dollar
Range of Shares
Dollar Range Held in all of the
of Shares Putnam Funds
Name of Trustee Owned Overseen by Trustee
----------------------------------------------------------------------------------
Jameson A. Baxter $1-$10,000 over $100,000
----------------------------------------------------------------------------------
Charles B. Curtis $1-$10,000 over $100,000
----------------------------------------------------------------------------------
John A. Hill over $10,000 over $100,000
----------------------------------------------------------------------------------
Ronald J. Jackson $1-$10,000 over $100,000
----------------------------------------------------------------------------------
Paul L. Joskow $1-$10,000 over $100,000
----------------------------------------------------------------------------------
Elizabeth T. Kennan $1-$10,000 over $100,000
----------------------------------------------------------------------------------
John H. Mullin, III $1-$10,000 over $100,000
----------------------------------------------------------------------------------
Robert E. Patterson $1-$10,000 over $100,000
----------------------------------------------------------------------------------
W. Thomas Stephens $1-$10,000 over $100,000
----------------------------------------------------------------------------------
W. Nicholas Thorndike $1-$10,000 over $100,000
----------------------------------------------------------------------------------
George Putnam, III $1-$10,000 over $100,000
----------------------------------------------------------------------------------
A.J.C. Smith $1-$10,000 over $100,000
----------------------------------------------------------------------------------
Putnam Master Intermediate Income Trust
Aggregate Dollar
Range of Shares
Dollar Range Held in all of the
of Shares Putnam Funds
Name of Trustee Owned Overseen by Trustee
----------------------------------------------------------------------------------
Jameson A. Baxter $1-$10,000 over $100,000
----------------------------------------------------------------------------------
Charles B. Curtis $1-$10,000 over $100,000
----------------------------------------------------------------------------------
John A. Hill $1-$10,000 over $100,000
----------------------------------------------------------------------------------
Ronald J. Jackson $1-$10,000 over $100,000
----------------------------------------------------------------------------------
Paul L. Joskow $1-$10,000 over $100,000
----------------------------------------------------------------------------------
Elizabeth T. Kennan $1-$10,000 over $100,000
----------------------------------------------------------------------------------
John H. Mullin, III $1-$10,000 over $100,000
----------------------------------------------------------------------------------
Robert E. Patterson $1-$10,000 over $100,000
----------------------------------------------------------------------------------
W. Thomas Stephens $1-$10,000 over $100,000
----------------------------------------------------------------------------------
W. Nicholas Thorndike $1-$10,000 over $100,000
----------------------------------------------------------------------------------
George Putnam, III $1-$10,000 over $100,000
----------------------------------------------------------------------------------
A.J.C. Smith $1-$10,000 over $100,000
----------------------------------------------------------------------------------
Putnam Premier Income Trust
Aggregate Dollar
Range of Shares
Dollar Range Held in all of the
of Shares Putnam Funds
Name of Trustee Owned Overseen by Trustee
----------------------------------------------------------------------------------
Jameson A. Baxter $1-$10,000 over $100,000
----------------------------------------------------------------------------------
Charles B. Curtis $1-$10,000 over $100,000
----------------------------------------------------------------------------------
John A. Hill $1-$10,000 over $100,000
----------------------------------------------------------------------------------
Ronald J. Jackson $1-$10,000 over $100,000
----------------------------------------------------------------------------------
Paul L. Joskow $1-$10,000 over $100,000
----------------------------------------------------------------------------------
Elizabeth T. Kennan $1-$10,000 over $100,000
----------------------------------------------------------------------------------
John H. Mullin, III $1-$10,000 over $100,000
----------------------------------------------------------------------------------
Robert E. Patterson $1-$10,000 over $100,000
----------------------------------------------------------------------------------
W. Thomas Stephens $1-$10,000 over $100,000
----------------------------------------------------------------------------------
W. Nicholas Thorndike $1-$10,000 over $100,000
----------------------------------------------------------------------------------
George Putnam, III $1-$10,000 over $100,000
----------------------------------------------------------------------------------
A.J.C. Smith $1-$10,000 over $100,000
----------------------------------------------------------------------------------
At February 29, 2004, the Trustees and officers of Putnam High Income
Bond Fund, Putnam Master Intermediate Income Trust and Putnam Premier
Income Trust as a group owned less than 1% of the outstanding shares of
each fund on that date.
* Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the 1934 Act and Section 30(h) of the Investment
Company Act of 1940 require each fund's officers and Trustees, certain
officers and directors of Putnam Management, affiliated persons of
Putnam Management, and persons who beneficially own more than 10% of a
fund's shares to file reports of ownership with the SEC and the fund.
Based solely upon a review of the copies of such forms and written
representations by such persons, each fund believes that for its most
recent fiscal year all filing requirements applicable to such persons
were complied with except that two Forms 4 were not timely filed to
report transactions in May and June of 2003, in which Mr. Hill sold and
purchased shares of Putnam High Income Bond Fund. Although Mr. Hill sold
and then purchased the same number of shares of the fund in an effort to
transfer his holdings between accounts, the sale and purchase were
required to have been reported on a Form 4 within two business days of
each transaction. Forms 4 were filed to report the transactions after
two business days had passed.
* What are some of the ways in which the Trustees represent shareholder
interests?
The Trustees believe that, as substantial investors in the Putnam funds,
their interests are closely aligned with those of individual
shareholders. Among other ways, the Trustees seek to represent
shareholder interests:
* by carefully reviewing your fund's investment performance on an
individual basis with your fund's managers;
* by also carefully reviewing the quality of the various other services
provided to the funds and their shareholders by Putnam Management and
its affiliates;
* by discussing with senior management of Putnam Management steps being
taken to address any performance deficiencies;
* by 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 also monitoring potential conflicts among funds to ensure that
shareholders continue to realize the benefits of participation in a
large and diverse family of funds.
* How can shareholders communicate with 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
c/o Principal Executive Officer
Attention: [Any specified Trustee(s)]
One Post Office Square
Boston, Massachusetts 02109
The Office of the Principal Executive Officer of the Putnam funds will
respond to all correspondence sent to Trustees, however, due to the
volume of correspondence, all communications are not sent directly to
the Trustees. The correspondence is reviewed, summarized and presented
to Trustees periodically.
* How often do the Trustees meet?
The Trustees meet monthly over a two-day period, except in August, to
review the operations of your fund and of the other Putnam funds. A
portion of these meetings is devoted to meetings of various committees
of the board which focus on particular matters. Each Trustee generally
attends at least two formal committee meetings during each regular
meeting of the Trustees. During 2003, the average Trustee participated
in approximately 50 committee and board meetings. In addition, the
Trustees meet in small groups with Chief Investment Officers and
Portfolio Managers to review recent performance and the current
investment climate for selected funds. These meetings ensure that each
fund's performance is reviewed in detail at least twice a year. The
Contract Committee typically meets on several additional occasions
during the year to carry out its responsibilities. Other committees,
including the Executive Committee, may also meet on special occasions as
the need arises. The number of times each committee met during your
fund's last fiscal year is shown in the table below:
Putnam High Income Bond Fund
Fiscal year ended August 31, 2003
-----------------------------------------------------------------------
Audit and Pricing Committee 11
-----------------------------------------------------------------------
Board Policy and Nominating Committee 10
-----------------------------------------------------------------------
Brokerage and Custody Committee 3
-----------------------------------------------------------------------
Communication, Service and Marketing Committee 7
-----------------------------------------------------------------------
Contract Committee 12
-----------------------------------------------------------------------
Distributions Committee 8
-----------------------------------------------------------------------
Executive Committee 1
-----------------------------------------------------------------------
Investment Oversight Committees 31
-----------------------------------------------------------------------
Putnam Master Intermediate Income Trust
Fiscal year ended September 30, 2003
-----------------------------------------------------------------------
Audit and Pricing Committee 11
-----------------------------------------------------------------------
Board Policy and Nominating Committee 10
-----------------------------------------------------------------------
Brokerage and Custody Committee 3
-----------------------------------------------------------------------
Communication, Service and Marketing Committee 8
-----------------------------------------------------------------------
Contract Committee 12
-----------------------------------------------------------------------
Distributions Committee 8
-----------------------------------------------------------------------
Executive Committee 1
-----------------------------------------------------------------------
Investment Oversight Committees 34
-----------------------------------------------------------------------
Putnam Premier Income Trust
Fiscal year ended July 31, 2003
-----------------------------------------------------------------------
Audit and Pricing Committee 11
-----------------------------------------------------------------------
Board Policy and Nominating Committee 10
-----------------------------------------------------------------------
Brokerage and Custody Committee 3
-----------------------------------------------------------------------
Communication, Service and Marketing Committee 7
-----------------------------------------------------------------------
Contract Committee 12
-----------------------------------------------------------------------
Distributions Committee 8
-----------------------------------------------------------------------
Executive Committee 1
-----------------------------------------------------------------------
Investment Oversight Committees 31
-----------------------------------------------------------------------
Your fund's last annual meeting was held while the Trustees were
conducting meetings of the Board and its Committees. Although your
fund's Trustees did not attend the annual meeting, they were represented
at the meeting by their staff and were available in the event that any
material issues had arisen.
* What are the Trustees paid for their services?
Each Trustee of your fund receives a fee for his or her services. Each
Trustee also receives fees for serving as Trustee of the other Putnam
funds. Each Trustee of the fund receives an annual fee and an additional
fee for each Trustees' meeting attended. Trustees who are not interested
persons of Putnam Management and who serve on committees of the Trustees
receive additional fees for attendance at certain committee meetings and
for special services rendered in that connection. All of the Trustees
are Trustees of all the Putnam funds and each receives fees for his or
her services.
The Trustees periodically review their fees to assure that such fees
continue to be appropriate in light of their responsibilities as well as
in relation to fees paid to trustees of other mutual fund complexes. The
Board Policy and Nominating Committee, which consists solely of Trustees
not affiliated with Putnam Management, 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 Trustee by your
fund for its most recent fiscal year and the fees paid to each Trustee
by all of the Putnam funds during the 2003 calendar year:
Putnam High Income Bond Fund
Compensation Table
Retirement Estimated
benefits annual benefits Total
Aggregate accrued from all compensation
compensation as part Putnam from all
from of fund funds upon Putnam
Trustees/Year the fund (1) expenses retirement (2) funds (3)
------------------------------------------------------------------------------------------------
Jameson A. Baxter/
1994 (5) $691 $179 $100,000 $215,500
------------------------------------------------------------------------------------------------
Charles B. Curtis/
2001 678 143 100,000 210,250
------------------------------------------------------------------------------------------------
John A. Hill/
1985 (5)(7) 1,161 213 200,000 413,625
------------------------------------------------------------------------------------------------
Ronald J. Jackson/
1996 (5) 678 167 100,000 214,500
------------------------------------------------------------------------------------------------
Paul L. Joskow/
1997 (5) 684 138 100,000 215,250
------------------------------------------------------------------------------------------------
Elizabeth T. Kennan/
1992 677 219 100,000 207,000
------------------------------------------------------------------------------------------------
Lawrence J. Lasser/
1992 (8) -- 100 93,333 --
------------------------------------------------------------------------------------------------
John H. Mullin, III/
1997 (5) 685 211 100,000 208,750
------------------------------------------------------------------------------------------------
Robert E. Patterson/
1984 685 119 100,000 206,500
------------------------------------------------------------------------------------------------
George Putnam, III/
1984 (7) 845 98 125,000 260,500
------------------------------------------------------------------------------------------------
A.J.C. Smith/
1986 (6) -- 226 93,333 --
------------------------------------------------------------------------------------------------
W. Thomas Stephens/
1997 (5) 672 193 100,000 206,500
------------------------------------------------------------------------------------------------
W. Nicholas Thorndike/
1992 686 283 100,000 212,250
------------------------------------------------------------------------------------------------
Putnam Master Intermediate Income Trust
Compensation Table
Retirement Estimated
benefits annual benefits Total
Aggregate accrued from all compensation
compensation as part Putnam from all
from of fund funds upon Putnam
Trustees/Year the fund (1) expenses retirement (2) funds (3)
------------------------------------------------------------------------------------------------
Jameson A. Baxter/
1994 (5) $1,333 $382 $100,000 $215,500
------------------------------------------------------------------------------------------------
Charles B. Curtis/
2001 1,307 314 100,000 210,250
------------------------------------------------------------------------------------------------
John A. Hill/
1985 (5)(7) 2,247 450 200,000 413,625
------------------------------------------------------------------------------------------------
Ronald J. Jackson/
1996 (5) 1,308 353 100,000 214,500
------------------------------------------------------------------------------------------------
Paul L. Joskow/
1997 (5) 1,321 282 100,000 215,250
------------------------------------------------------------------------------------------------
Elizabeth T. Kennan/
1992 1,314 464 100,000 207,000
------------------------------------------------------------------------------------------------
Lawrence J. Lasser/
1992 (8) -- 212 93,333 --
------------------------------------------------------------------------------------------------
John H. Mullin, III/
1997 (5) 1,323 433 100,000 208,750
------------------------------------------------------------------------------------------------
Robert E. Patterson/
1984 1,323 252 100,000 206,500
------------------------------------------------------------------------------------------------
George Putnam, III/
1984 (7) 1,634 207 125,000 260,500
------------------------------------------------------------------------------------------------
A.J.C. Smith/
1986 (6) -- 480 93,333 --
------------------------------------------------------------------------------------------------
W. Thomas Stephens/
1997 (5) 1,299 395 100,000 206,500
------------------------------------------------------------------------------------------------
W. Nicholas Thorndike/
1992 1,327 599 100,000 212,250
------------------------------------------------------------------------------------------------
Putnam Premier Income Trust
Compensation Table
Retirement Estimated
benefits annual benefits Total
Aggregate accrued from all compensation
compensation as part Putnam from all
from of fund funds upon Putnam
Trustees/Year the fund (1) expenses retirement (2) funds (3)
------------------------------------------------------------------------------------------------
Jameson A. Baxter/
1994 (5) $1,408 $387 $100,000 $215,500
------------------------------------------------------------------------------------------------
Charles B. Curtis/
2001 1,381 299 100,000 210,250
------------------------------------------------------------------------------------------------
John A. Hill/
1985 (5)(7) 2,374 462 200,000 413,625
------------------------------------------------------------------------------------------------
Ronald J. Jackson/
1996 (5) 1,381 360 100,000 214,500
------------------------------------------------------------------------------------------------
Paul L. Joskow/
1997 (5) 1,395 310 100,000 215,250
------------------------------------------------------------------------------------------------
Elizabeth T. Kennan/
1992 1,388 475 100,000 207,000
------------------------------------------------------------------------------------------------
Lawrence J. Lasser/
1992 (8) -- 217 93,333 --
------------------------------------------------------------------------------------------------
John H. Mullin, III/
1997 (5) 1,398 472 100,000 208,750
------------------------------------------------------------------------------------------------
Robert E. Patterson/
1984 1,398 258 100,000 206,500
------------------------------------------------------------------------------------------------
George Putnam, III/
1984 (7) 1,727 213 125,000 260,500
------------------------------------------------------------------------------------------------
A.J.C. Smith/
1986 (6) -- 491 93,333 --
------------------------------------------------------------------------------------------------
W. Thomas Stephens/
1997 (5) 1,372 434 100,000 206,500
------------------------------------------------------------------------------------------------
W. Nicholas Thorndike/
1992 1,401 615 100,000 212,250
------------------------------------------------------------------------------------------------
(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 for each fund. As of the dates identified below, the total
amounts of deferred compensation payable by each fund to certain
Trustees, including income earned on such amounts, were as follows:
High Income Bond Fund (August 31, 2003) Ms. Baxter - $431, Mr. Hill - $1,192,
Mr. Jackson - $607, Mr. Joskow, - $455, Mr. Mullin - $494, and
Mr. Stephens - $194.
Master Intermediate Income Trust (September 30, 2003) Ms. Baxter - $3,823,
Mr. Hill - $10,561, Mr. Jackson - $5,382, Mr. Joskow, - $4,036,
Mr. Mullin - $4,373, and Mr. Stephens - $1,717.
Premier Income Trust (July 31, 2003) Ms. Baxter - $4,996,
Mr. Hill - $13,803, Mr. Jackson - $7,033, Mr. Joskow, - $5,267,
Mr. Mullin - $5,718, and Mr. Stephens - $2,242.
(6) Since July 1, 2000, Marsh & McLennan Companies, Inc. has compensated
Mr. Smith for his service as Trustee. The estimated annual retirement
benefits shown in this table for Mr. Smith reflect benefits earned under
the funds' retirement plan prior to July 1, 2000.
(7) Includes additional compensation to Messrs. Hill and Putnam for
service as Chairman of the Trustees and President of the Funds,
respectively.
(8) Mr. Lasser resigned from the Board of Trustees of the Putnam funds
on November 3, 2003. The estimated annual retirement benefits shown in
this table for Mr. Lasser reflects benefits earned under the funds'
retirement plan prior to July 1, 2000.
Under a Retirement Plan for Trustees of the Putnam funds (the "Plan"),
each Trustee who retires with at least five years of service as a
Trustee of the funds is entitled to receive an annual retirement benefit
equal to one-half of the average annual compensation paid to such
Trustee for the last three years of service prior to retirement. This
retirement benefit is payable during a Trustee's lifetime, beginning the
year following retirement, for a number of years equal to such Trustee's
years of service. A death benefit, also available under the Plan,
assures that the Trustee and his or her beneficiaries will receive
benefit payments for the lesser of an aggregate period of (i) ten years
or (ii) such Trustee's total years of service.
The Plan Administrator (a committee comprised of Trustees that are not
"interested persons" of the funds, as defined in the Investment Company
Act of 1940) 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.
Further information about voting and the meeting
Quorum and Methods of Tabulation. The shareholders of each fund vote
separately with respect to the election of Trustees. In the case of each
fund, a majority of the shares entitled to vote constitutes a quorum for
the transaction of business with respect to any proposal at the meeting
(unless otherwise noted in the proxy statement). Votes cast by proxy or
in person at the meeting will be counted by persons appointed by your
fund as tellers for the meeting. The tellers will count the total number
of votes cast "for" approval of a proposal for purposes of determining
whether sufficient affirmative votes have been cast. Shares represented
by proxies that reflect abstentions and "broker non-votes" (i.e., shares
held by brokers or nominees as to which (i) instructions have not been
received from the beneficial owners or the persons entitled to vote and
(ii) the broker or nominee does not have the discretionary voting power
on a particular matter) will be counted as shares that are present and
entitled to vote on the matter for purposes of determining the presence
of a quorum. With respect to the election of Trustees, neither
abstentions nor broker non-votes have an effect on the outcome of the
proposal. With respect to any other proposals, abstentions and broker
non-votes have the effect of a negative vote on a proposal.
Other business. The Trustees know of no matters other than those set
forth herein to be brought before the meeting. If, however, any other
matters properly come before the Meeting, it is the Trustees' intention
that proxies will be voted on such matters in accordance with the
judgment of the persons named in the enclosed form of proxy.
Simultaneous meetings. The meeting of shareholders of your fund is
called to be held at the same time as the meetings of shareholders of
certain of the other Putnam funds. It is anticipated that all meetings
will be held simultaneously.
If any shareholder at the meeting objects to the holding of a
simultaneous meeting and moves for an adjournment of the meeting to a
time promptly after the simultaneous meetings, the persons named as
proxies will vote in favor of such adjournment.
Solicitation of proxies. In addition to soliciting proxies by mail,
Trustees of your fund and employees of Putnam Management, Putnam
Fiduciary Trust Company, and Putnam Retail Management may solicit
proxies in person or by telephone. Your fund may arrange to have a proxy
solicitation firm call you to record your voting instructions by
telephone. The procedures for voting proxies by telephone are designed
to authenticate shareholders' identities, to allow them to authorize the
voting of their shares in accordance with their instructions and to
confirm that their instructions have been properly recorded. Your fund
has been advised by counsel that these procedures are consistent with
the requirements of applicable law. If these procedures were subject to
a successful legal challenge, such votes would not be counted at the
Meeting. Your fund is unaware of any such challenge at this time.
Shareholders would be called at the phone number Putnam Management has
in its records for their accounts, and would be asked for their Social
Security number or other identifying information. The shareholders would
then be given an opportunity to authorize the proxies to vote their
shares at the meeting in accordance with their instructions. To ensure
that the shareholders' instructions have been recorded correctly, they
will also receive a confirmation of their instructions in the mail. A
special toll-free number will be available in case the information
contained in the confirmation is incorrect.
Shareholders have the opportunity to submit their voting instructions
via the Internet by utilizing a program provided by a third party vendor
hired by Putnam Management. The giving of such a proxy will not affect
your right to vote in person should you decide to attend the Meeting. To
vote via the Internet, please access the Internet address listed on your
proxy card and follow the instructions on the Internet site. The
Internet voting procedures are designed to authenticate shareholder
identities, to allow shareholders to give their voting instructions, and
to confirm that shareholders' instructions have been recorded properly.
Shareholders voting via the Internet should understand that there may be
costs associated with electronic access, such as usage charges from
Internet access providers and telephone companies, that must be borne by
the shareholders.
Your fund's Trustees have adopted a general policy of maintaining
confidentiality in the voting of proxies. Consistent with this policy,
your fund may solicit proxies from shareholders who have not voted their
shares or who have abstained from voting.
Persons holding shares as nominees will, upon request, be reimbursed for
their reasonable expenses in soliciting instructions from their
principals. Your fund has retained at its own expense D. F. King & Co.,
Inc., 48 Wall Street, New York, New York 10005, to aid in the
solicitation of instructions for registered and nominee accounts, for a
fee not to exceed $3,500 plus reasonable out-of-pocket expenses for
mailing. The expenses of the preparation of proxy statements and related
materials, including printing and delivery costs, are borne by each
fund.
Revocation of proxies. Proxies, including proxies given by telephone or
over the Internet, may be revoked at any time before they are voted
either (i) by a written revocation received by the Clerk of your fund,
(ii) by properly executing a later-dated proxy, (iii) by recording
later-dated voting instructions via the Internet or (iv) by attending
the Meeting and voting in person.
Date for receipt of shareholders' proposals for the next annual meeting.
The Board Policy and Nominating Committee will also consider nominees
recommended by shareholders of each fund to serve as Trustees, provided
that shareholders submit their recommendations by the date set forth
below. If a shareholder who wishes to present a proposal fails to notify
the fund by this date, 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. It
is currently anticipated that each fund's next annual meeting of
shareholders will be held in June 2005. Shareholders who wish to propose
one or more nominees for election as Trustees, or to make a proposal
fixing the number of Trustees, at the June 2005 annual meeting must
provide written notice to the fund (including all required information)
so that such notice is received in good order by the fund no earlier
than March 12, 2005 and no later than April 11, 2005. Shareholder
proposals to be included in the proxy statement for that meeting must be
received by your fund before December 23, 2004. Shareholders who wish to
make a proposal at the June 2005 annual meeting--other than one that
will be included in the fund's proxy materials--should notify the fund
no later than March 8, 2005.
Adjournment. If sufficient votes in favor of any of the proposals set
forth in the Notice of the Meeting are not received by the time
scheduled for the Meeting, the persons named as proxies may propose
adjournments of the Meeting for a period or periods of not more than 60
days in the aggregate to permit further solicitation of proxies. Any
adjournment will require the affirmative vote of a majority of the votes
cast on the question in person or by proxy at the session of the Meeting
to be adjourned. The persons named as proxies will vote in favor of
adjournment those proxies that they are entitled to vote in favor of the
proposals. They will vote against any such adjournment those proxies
required to be voted against the proposals. Your fund pays the costs of
any additional solicitation and of any adjourned session. Any proposals
for which sufficient favorable votes have been received by the time of
the meeting may be acted upon and considered final regardless of whether
the meeting is adjourned to permit additional solicitation with respect
to any other proposal.
Financial information. Your fund will furnish to you upon request and
without charge, a copy of the fund's annual report for its most recent
fiscal year, and a copy of its semiannual report for any subsequent
semiannual period. Such requests may be directed to Putnam Investor
Services, P.O. Box 41203, Providence, RI 02940-1203 or 1-800-225-1581.
Fund Information
Putnam Investments. Putnam Investment Management, LLC, the fund's
investment manager, is a subsidiary of Putnam Management Trust, which is in
turn owned by Putnam Investments. Putnam Investments is a wholly-owned
subsidiary of Putnam Investments Trust, a holding company that, except for
a minority stake owned by employees, is in turn owned by Marsh & McLennan
Companies, Inc., a leading professional services firm that includes risk
and insurance services, investment management and consulting businesses.
Putnam Fiduciary Trust Company, the fund's investor servicing agent and
custodian is also a subsidiary of Putnam Investments. The address of Putnam
Investments Trust, Putnam Investments, Putnam Investment Management, LLC,
and Putnam Fiduciary Trust Company is One Post Office Square, Boston,
Massachusetts 02109. The address of the executive offices of Marsh &
McLennan Companies, Inc. is 1166 Avenue of the Americas, New York, New York
10036.
Litigation. Exhibit C to this proxy statement describes the pending legal
proceedings in which the Trustees have been named as parties adverse to
your fund.
Limitation of Trustee liability. The Agreement and Declaration of Trust of
each fund provides that the fund will indemnify its Trustees and officers
against liabilities and expenses incurred in connection with litigation in
which they may be involved because of their offices with the fund, except
if it is determined in the manner specified in the Agreement and
Declaration of Trust that they have not acted in good faith in the
reasonable belief that their actions were in the best interests of the fund
or that such indemnification would relieve any officer or Trustee of any
liability to the fund or its shareholders arising by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of his or
her duties. Your fund, at its expense, provides liability insurance for the
benefit of its Trustees and officers.
Independent Auditors. PricewaterhouseCoopers LLP, 125 High Street, Boston,
Massachusetts 02110, independent auditors, has been selected by the
Trustees as the independent auditors of Putnam High Income Bond Fund for
the current fiscal year. The Audit and Pricing Committee of the Board of
Trustees unanimously approved the selection of PricewaterhouseCoopers LLP
in September 2001, and the Trustees unanimously approved such selection in
September 2001. Among the country's preeminent accounting firms, this firm
also serves as the auditor for various other funds in the Putnam family. It
was selected primarily on the basis of its expertise as auditors of
investment companies, the quality of its audit services and the
competitiveness of its fees. A representative of the independent auditors
is expected to be present at the meeting to make statements and to respond
to appropriate questions.
KPMG LLP, 99 High Street, Boston, Massachusetts 02110, independent
auditors, has been selected by the Trustees as the independent auditors of
Putnam Master Intermediate Income Trust and Putnam Premier Income Trust for
the current fiscal year. The Audit and Pricing Committee of the Board of
Trustees unanimously approved the selection of KPMG LLP and the Trustees
unanimously approved such selection in July 2000 for Putnam Master
Intermediate Income Trust and July 1999 for Putnam Premier Income Trust.
Among the country's preeminent accounting firms, this firm also serves as
the auditor for various other funds in the Putnam family. It was selected
primarily on the basis of its expertise as auditors of investment
companies, the quality of its audit services and the competitiveness of its
fees. A representative of the independent auditors is expected to be
present at the meeting to make statements and to respond to appropriate
questions.
The Audit and Pricing Committee of the Board of Trustees is responsible for
making recommendations to the Trustees as to the selection of your fund's
auditors. (Additional information about the Audit and Pricing Committee is
included under "Election of Trustees.")
The following table presents fees billed in each of the last two fiscal
years for services rendered to each fund by the fund's independent
auditors:
Audit- All
Audit Related Tax Other
Fiscal year ended Fees Fees Fees Fees
---------------------------------------------------------------------------
High Income Bond Fund
August 31, 2003 $54,706 $0 $9,316 $0
August 31, 2002 49,631 0 8,585 10
---------------------------------------------------------------------------
Master Intermediate
Income Trust
September 30, 2003 $37,600 $0 $3,600 $0
September 30, 2002 35,500 0 3,400 0
---------------------------------------------------------------------------
Premier Income Trust
July 31, 2003 $34,900 $0 $3,600 $0
July 31, 2002 32,900 0 3,400 0
---------------------------------------------------------------------------
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 auditor,
including accounting consultation for proposed transactions or
concerning financial accounting and reporting standards and other audit
or attest services not required by statute or regulation.
Tax Fees represents fees billed in a fund's last two fiscal years for
tax compliance, tax planning and tax advice services. Tax planning and
tax advice services include assistance with tax audits, employee benefit
plans and requests for rulings or technical advice from taxing
authorities.
All Other Fees represents fees billed for services relating to
calculation of a fund's investment performance.
The following table presents the amounts the independent auditors for
each fund billed for aggregate non-audit fees in each of the last two
fiscal years to each fund, Putnam Management and any entity controlling,
controlled by or under common control with Putnam Management that
provides ongoing services to the fund:
Fiscal year ended
---------------------------------------------------------------------
High Income Bond Fund
August 31, 2003 $149,996
August 31, 2002 8,595
---------------------------------------------------------------------
Master Intermediate Income Trust
September 30, 2003 $3,600
September 30, 2002 3,400
---------------------------------------------------------------------
Premier Income Trust
July 31, 2003 $3,600
July 31, 2002 3,400
---------------------------------------------------------------------
Pre-Approval Policies of the Audit and Pricing Committee. The Audit and
Pricing Committee of the Putnam funds has determined that, as a matter
of policy, all work performed for the funds by the funds' independent
auditors will be pre-approved by the Committee and will generally not be
subject to pre-approval procedures.
Under certain circumstances, the Audit and Pricing Committee believes
that it may be appropriate for Putnam Investment Management, LLC
("Putnam Management") and certain of its affiliates to engage the
services of the funds' independent auditors, but only after prior
approval by the Committee. Such requests are required to be submitted in
writing to the Committee and explain, among other things, the nature of
the proposed engagement, the estimated fees, and why this work must be
performed by that particular audit firm. The Committee will review the
proposed engagement at its next meeting.
Since May 6, 2003, all work performed by the independent auditors for
the funds, Putnam Management and any entity controlling, controlled by
or under common control with Putnam Management that provides ongoing
services to the funds was pre-approved by the Committee or a member of
the Committee pursuant to the pre-approval policies discussed above.
Prior to that date, the Committee had a general policy to pre-approve
the independent auditors' engagements for non-audit services with the
funds, Putnam Management and any entity controlling, controlled by or
under common control with Putnam Management that provides ongoing
services to the funds.
For each of the funds' last two fiscal years, the funds' principal
auditors did not bill any fees.
The Audit and Pricing Committee of your fund has submitted the following
report:
The Audit and Pricing Committee has reviewed and discussed with
management of your fund the audited financial statements for the last
fiscal year. The Audit and Pricing Committee has discussed with your
fund's independent auditors the matters required to be discussed by
Statements on Auditing Standard No. 61 (SAS 61). SAS 61 requires
independent auditors to communicate to the Audit and Pricing Committee
matters including, if applicable: (1) methods used to account for
significant unusual transactions; (2) the effect of significant
accounting policies in controversial or emerging areas for which there
is a lack of authoritative guidance or consensus; (3) the process used
by management in formulating particularly sensitive accounting estimates
and the basis for the auditor's conclusions regarding the reasonableness
of those estimates and (4) disagreements with management over the
application of accounting principles and certain other matters. The
Audit and Pricing Committee has received the written disclosures and the
letter from your fund's independent auditors required by the SEC's
Independence Standards (among other things, requiring auditors to make
written disclosures to and discuss with the Audit and Pricing Committee
various matters relating to the auditor's independence), and has
discussed with such accountants the independence of such accountants.
Based on the foregoing review and discussions, the Audit and Pricing
Committee recommended to the Trustees that the audited financial
statements for the last fiscal year be included in your fund's annual
report to shareholders for the last fiscal year.
Paul L. Joskow (Chairperson)
Robert E. Patterson
W. Nicholas Thorndike
W. Thomas Stephens
Officers and other information. All of the officers of your fund, with
the exception of George Putnam, III, are employees of Putnam Management
or its affiliates. Because of their positions with Putnam Management or
its affiliates or their ownership of stock of Marsh & McLennan
Companies, Inc., the parent corporation of Putnam Investments Trust and
indirectly of Putnam LLC, Messrs. Putnam and Smith (nominees for
Trustees of your fund), as well as the officers of your fund, will
benefit from the management fees, underwriting commissions, custodian
fees, and investor servicing fees paid or allowed by the fund. In
addition to George 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 5 years
--------------------------------------------------------------------------------
Charles E. Porter (7/26/38) 1989 Managing Director,
Executive Vice President, Putnam Investments
Treasurer and Principal Executive Officer and Putnam Management
--------------------------------------------------------------------------------
Patricia C. Flaherty (12/1/46) 1993 Senior Vice President,
Senior Vice President Putnam Investments
and Putnam Management
--------------------------------------------------------------------------------
Steven D. Krichmar (6/27/58) 2002 Managing Director,
Vice President and Principal Putnam Investments.
Prior Financial
Officer to July 2001,
Partner,
PricewaterhouseCoopers,
LLP
--------------------------------------------------------------------------------
Michael T. Healy (1/24/58) 2000 Managing Director,
Assistant Treasurer and Putnam Investments
Principal Accounting Officer
--------------------------------------------------------------------------------
Beth S. Mazor (4/6/58) 2002 Senior Vice President,
Vice President Putnam Investments
--------------------------------------------------------------------------------
Mark C. Trenchard (6/5/62) 2002 Senior Vice President,
Vice President and BSA Putnam Investments
Compliance Officer
--------------------------------------------------------------------------------
William H. Woolverton (1/17/51) 2003 Managing Director,
Vice President and Putnam Investments,
Chief Legal Officer Putnam Management and
Putnam Retail Management
--------------------------------------------------------------------------------
Judith Cohen (6/7/45) 1993 Clerk and Assistant
Clerk and Assistant Treasurer Treasurer, The Putnam
Funds
--------------------------------------------------------------------------------
Shares outstanding of your fund as of February 29, 2004
------------------------------------------------------------------------------
Putnam High Income Bond Fund 141,198,870.187 shares
------------------------------------------------------------------------------
Putnam Master Intermediate Income Trust 100,313,082.805 shares
------------------------------------------------------------------------------
Putnam Premier Income Trust 13,825,526.688 shares
------------------------------------------------------------------------------
5% beneficial ownership:
------------------------------------------------------------------------------
Putnam High Income Bond Fund None
------------------------------------------------------------------------------
Putnam Master Intermediate Income Trust None
------------------------------------------------------------------------------
Putnam Premier Income Trust None
------------------------------------------------------------------------------
Exhibit A
THE PUTNAM FUNDS
Audit and Pricing Committee Charter
Mission. The primary mission of the Audit and Pricing Committee is to
oversee matters relating to the preparation of the Funds' financial
statements and the valuation of the Funds' assets. The Committee will
discharge this responsibility through oversight of management and the
Funds' independent auditors and through monitoring industry developments.
The Committee and the Trustees shall have ultimate authority and
responsibility, subject to the rights of shareholders where applicable, to
select, evaluate and replace the Funds' independent auditors.
Composition. The Committee will be comprised exclusively of Independent
Trustees. The Committee shall have at least three members, who shall
collectively satisfy the independence and expertise requirements of each
exchange on which shares of one or more Putnam Funds are traded.
Assistance. The Committee may seek the assistance of Office of the Trustees
staff, the Funds' independent auditors and counsel, management and other
parties as it may deem appropriate.
Role of Independent Auditors. The Funds' independent auditors are
ultimately accountable to the Trustees and the Committee.
Special Duties of the Committee. The duties of the Committee include:
* Independent Auditor Matters
* Recommending the selection of independent auditors and evaluating their
performance.
* Recommending fees for independent auditors.
* Reviewing regular reports of independent auditors.
* Reviewing auditor independence.
* Reviewing and approving the scope of any special projects to be
undertaken by independent auditors.
* Reviewing relationship of independent auditors with Funds and management,
including activities outside Fund audits.
* Considering any weaknesses or deficiencies noted by independent auditors.
* Overseeing internal control reviews performed by independent auditors.
In performing their duties, the Committee shall be responsible for ensuring
that the independent auditors submit on a periodic basis to the Committee a
formal written statement delineating all relationships between the
independent auditors and the Funds and that the Committee is responsible
for actively engaging in a dialogue with the independent auditors with
respect to any disclosed relationships or services that may impact the
objectivity and independence of the independent auditors and for
recommending that the Trustees take appropriate action in response to the
independent auditors' report to satisfy themselves of the independent
auditors' independence.
* GENERAL MATTERS
* Reviewing scope and adequacy of audits.
* Reviewing significant changes in tax and accounting policies.
* Reviewing nature of accounting and tax policies.
* Reviewing special matters impacting accounting issues.
* OTHER MATTERS
* Reviewing quality of internal accounting function.
* Reviewing regular reports of internal auditors and management.
* Reviewing matters relating to the Funds' Code of Ethics and Putnam
Investments' Code of Ethics.
* Reassessing annually the adequacy of this Charter and recommend any
proposed changes to the full Board of Trustees.
* Reviewing compliance matters.
* Reviewing compliance by Putnam money market funds with SEC
Rule 2a-7.
* Reviewing interfund transactions pursuant to SEC Rule 17a-7.
* Monitoring the valuation of the Funds' assets.
Exhibit B
THE PUTNAM FUNDS
Board Policy and Nominating Committee Charter
* This Committee reviews matters pertaining to the operations of the
Board of Trustees and its Committees and the conduct of legal affairs
for the Funds. The Committee evaluates and recommends all candidates for
election as Trustees and recommends the appointment of members and
chairs of each board committee. The Committee also reviews policy
matters affecting the operation of the Board and its independent staff
and make recommendations to the Board as appropriate. The Committee also
oversees the voting of proxies associated with portfolio investments of
The Putnam Funds with the goal of ensuring that these proxies are voted
in the best interest of the Funds' shareholders. The Committee is
comprised exclusively of Independent Trustees.
Exhibit C
THE PUTNAM FUNDS
Litigation
1. The plaintiff named below alleges that the defendants engaged in, or
allowed others to engage in, activities that took advantage of the way
mutual fund shares are priced in exchange for investments that benefited
the managers and advisers of the funds, but which harmed investors and
the funds themselves. The plaintiff's complaint sets forth violations
of [SECTION] 36 of the 1940 Act, [SECTION] 206 of the Investment
Advisers Act, [SECTION] 10(b) and 20(a) of the 1934 Act, breach of
fiduciary duty, and civil conspiracy. The plaintiff seeks declaratory
relief, damages, pre and post judgment interest, and attorney's fees and
costs.
Case Name Defendants Court Date Instituted
-------------------------------------------------------------------------------
Gladys Baker Putnam Management 1 United States April 5, 2004
(derivatively on Omid Kamshad District Court
behalf of the Putnam Justin Scott for the District
Growth & Income Putnam Trustees 2 of Delaware
Fund, Putnam Europe Putnam Funds3
Growth Fund, and (nominal)
Putnam Funds)
v. Putnam Investment
Management LLC, et al.
-------------------------------------------------------------------------------
2. The plaintiffs named below allege that the defendants engaged in,
permitted, and/or failed to prevent market timing and short-term trading
in the Putnam Funds. Plaintiffs generally claim violations of [SECTION]
36 of the Investment Company Act of 1940, [SECTION] 206 of the
Investment Advisers Act, [SECTION] 10(b) of the Exchange Act and Rule
10b-5, [SECTION] 20(a) of the Exchange Act, breach of fiduciary duty,
aiding and abetting breach of fiduciary duty, and civil conspiracy. The
plaintiffs generally seek injunctive relief including removal of the
current Trustees and fund managers, disgorgement of profits, monetary
damages, punitive damages, and attorney's fees and costs.
Case Name Defendants Court Date Instituted
-------------------------------------------------------------------------------
Joanne S. Baseman Putnam Management United States Dec. 16, 2003
(derivatively on behalf Omid Kamshad District Court
of Putnam International Justin Scott for the District
Equity Fund and the William Woolverton of Maryland
Putnam Funds) Putnam Trustees
v. Putnam Investment Putnam Funds
Management, Inc., et al. (nominal)
-------------------------------------------------------------------------------
John K. Clement Putnam Management United States Nov. 26, 2003
(derivatively on behalf Omid Kamshad District Court
of several individual Justin Scott for the District
funds and the William Woolverton of Maryland
Putnam Funds) Putnam Trustees
v. Putnam Investment Putnam Funds
Management Inc., et al. (nominal)
-------------------------------------------------------------------------------
Simon J. Denenberg Putnam Management Currently, in Jan. 30, 2004
(derivatively on behalf Omid Kamshad United States
of the Putnam US Justin Scott District Court
Government Income William Woolverton for the District of
Fund and the Putnam Putnam Trustees Massachusetts;
Funds) v. Putnam Putnam Funds conditional
Investment Management, (nominal) transfer order
Inc., et al. to District of
Maryland pending.
-------------------------------------------------------------------------------
Diane Hutto and Putnam Management United States Nov. 12, 2003
Dina Rozenbaum Putnam Trustees District Court
(derivative on behalf Justin M. Scott for the District
of several individual Omid Kamshad of Maryland
funds and the Putnam Certain officers of
Funds) v. Putnam, LLC, the Putnam Funds and
et. al. Putnam Management
John Does 1-100
Putnam Funds
(nominal)
Case Name Defendants Court Date Instituted
-------------------------------------------------------------------------------
Seth B. Marks (derivative Putnam Management United States Dec. 3, 2003
on behalf of several Putnam Trustees District Court
individual funds and the Justin M. Scott for the District
Putnam Funds) Omid Kamshad of Maryland
v. Putnam, LLC, et. al. Certain officers of
the Putnam Funds and
Putnam Management
John Does 1-100
Putnam Funds
(nominal)
-------------------------------------------------------------------------------
Cynthia Puleo (derivative Putnam Management United States Dec. 16, 2003
on behalf of several Putnam Trustees District Court
individual funds and the Justin M. Scott for the District
Putnam Funds) Omid Kamshad of Maryland
v. Putnam, LLC, et al. Certain officers of
the Putnam Funds and
Putnam Management
John Does 1-100
Putnam Funds
(nominal)
-------------------------------------------------------------------------------
Edward L. Segel Putnam Management Currently in the Jan. 23, 2004
(derivative on behalf Putnam Trustees United States
of individual fund Omid Kamshad District Court for
and the Putnam Funds) Justin Scott the District of
v. Putnam, LLC, et al. William Woolverton Massachusetts;
Putnam Funds conditional
(nominal) transfer order
to the District of
Maryland pending.
-------------------------------------------------------------------------------
Zachary Alan Starr Putnam Management United States Nov. 6, 2003
(derivative on behalf Putnam Trustees District Court
of Putnam International Omid Kamshad for the District
Equity Fund and the Justin M. Scott of Maryland
Putnam Funds) Putnam Funds
v. Putnam Investment (nominal)
Management, et al.
-------------------------------------------------------------------------------
3. The plaintiffs named below allege that the defendants failed to
properly disclose that select customers were allowed to engage in late
trading or time their mutual fund trades. The plaintiffs generally claim
of breach of fiduciary duty, abuse of control, gross mismanagement,
waste of corporate assets, unjust enrichment. The plaintiffs seek
damages, equitable and/or injunctive relief, restitution, and attorney's
fees and costs.
Case Name Defendants Court Date Instituted
-------------------------------------------------------------------------------
Leon Brazin Putnam Trustees Superior Court March 15, 2004
(derivatively on behalf Putnam Management of Suffolk County,
of Putnam Vista Fund) Putnam Vista Fund MA
v. John A. Hill, et al. (nominal)
Certain officers of
the Putnam Funds and
Putnam Management
-------------------------------------------------------------------------------
Peter Kavaler Putnam Trustees Superior Court March 15, 2004
(derivatively on behalf Putnam Management of Suffolk County,
of Putnam Income Putnam Income Fund MA
Fund) v. John A. Hill, (nominal)
et al. Certain officers of
the Putnam Funds and
Putnam Management
-------------------------------------------------------------------------------
Todd Klein (derivatively Putnam Trustees United States Jan. 27, 2004
on behalf of Putnam Putnam Management District Court
Global Equity Fund) Putnam Global Equity for the District
v. Hill, et al. Fund (nominal) of Massachusetts
Certain officers of
the Putnam Funds and
Putnam Management
-------------------------------------------------------------------------------
Steven Wiegand Putnam Trustees United States Jan. 27, 2004
(derivatively on behalf Putnam Management District Court
of Putnam Classic Putnam Classic for the District
Equity Fund) Equity Fund (nominal)
v. Hill et al. of Massachusetts
Certain officers of
the Putnam Funds and
Putnam Management
-------------------------------------------------------------------------------
1 "Putnam Management" includes Putnam Investments Trust, Putnam
Investment Management, Putnam Investment Management, LLC, Putnam, LLC,
and/or Marsh & McLennan Companies, Inc.
2 The 13 Putnam Trustees include current Trustees Jameson Adkins Baxter,
Charles B. Curtis, John A. Hill, Ronald J. Jackson, Paul L. Joskow,
Elizabeth T. Kennan, John H. Mullin, III, Robert E. Patterson, George
Putnam, III, A.J.C. Smith, W. Thomas Stephens, and W. Nicholas Thorndike
and former Trustee Lawrence J. Lasser.
3 "Putnam Funds" includes Putnam Investment Funds and/or individual
Putnam mutual funds.
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This page intentionally left blank.
The Putnam Funds
One Post Office Square
Boston, Massachusetts 02109
Toll-free 1-800-225-1581 212288 4/04
P.O. BOX 9132
HINGHAM, MA 02043-9132
Your vote is important. For your convenience, you may record your voting
instructions via the Internet or by returning this proxy card by mail.
1
INTERNET
Go to
https://www.proxyweb.com/Putnam
* Follow the instructions on the site.
* There is no need for you to return your proxy card.
2
MAIL
Mail in the proxy card
attached below.
* Please sign and date this proxy card.
* Detach the card from this proxy form.
* Return the card in the postage-paid envelope provided.
PLEASE FOLD AND DETACH CARD AT PERFORATION BEFORE MAILING
This is your PROXY CARD
To vote by mail, please record your voting instructions on this card,
sign it below, and return it promptly in the envelope provided. Your
vote is important.
Proxy for a meeting of shareholders to be held on June 10, 2004, for
PUTNAM HIGH INCOME BOND FUND.
999 999 999 999 99
This proxy is solicited on behalf of the Trustees of the Fund.
The undersigned shareholder hereby appoints John A. Hill and Robert E.
Patterson, and each of them separately, Proxies, with power of
substitution, and hereby authorizes them to represent such shareholder
and to vote, as designated on the reverse side, at the meeting of
shareholders of Putnam High Income Bond Fund on June 10, 2004 at 11:00
a.m., Boston time, and at any adjournments thereof, all of the shares of
the fund that the undersigned shareholder would be entitled to vote if
personally present.
PLEASE BE SURE TO SIGN AND DATE THIS PROXY
-------------------------------------------
Shareholder/Co-owner sign(s) here Date
Please sign your name exactly as it appears on this card. If you are a
joint owner, each owner should sign. When signing as executor,
administrator, attorney, trustee, or guardian, or as custodian for a
minor, please give your full title as such. If you are signing for a
corporation, please sign the full corporate name and indicate the
signer's office. If you are a partner, sign in the partnership name.
High Inc Bond - MM
Has your address changed?
Please use this form to notify us of any change in address or telephone
number or to provide us with your comments. Detach this form from the
proxy card and return it with your signed card in the enclosed envelope.
Name
-------------------------------------------------------------
Street
-----------------------------------------------------------
City State Zip
--------------------------------- ---------- ---------
Telephone
--------------------------------------------------------
Do you have any comments?
------------------------------------------------------------------------
------------------------------------------------------------------------
------------------------------------------------------------------------
PLEASE FOLD AND DETACH CARD AT PERFORATION BEFORE MAILING
DEAR SHAREHOLDER:
Your vote is important. Please help us to eliminate the expense of
follow-up mailings by recording your voting instructions via the
Internet or by signing and returning this proxy card. A postage-paid
envelope is enclosed for your convenience.
Thank you!
If you complete and sign the proxy, we'll vote it exactly as you tell
us. The Proxies are authorized to vote in their discretion upon any
matters as may properly come before the meeting or any adjournments of
the meeting. If you simply sign the proxy, or fail to provide your
voting instructions on the proposal, the Proxies will vote in the same
manner as the Trustees recommend.
Please vote by filling in the appropriate box below.
THE TRUSTEES RECOMMEND A VOTE FOR FIXING THE NUMBER OF TRUSTEES AND
ELECTING ALL OF THE NOMINEES:
1. Proposal to fix the number of Trustees and elect all nominees.
The nominees for Trustees are:
(01) J.A. Baxter
(02) C.B. Curtis
(03) J.A. Hill
(04) R.J. Jackson
(05) P.L. Joskow
(06) E.T. Kennan
(07) J.H. Mullin, III
(08) R.E. Patterson
(09) G. Putnam, III
(10) A.J.C. Smith
(11) W.T. Stephens
----------------------------------------------------------------------------
To withhold authority to vote for one or more of the nominees, write the
number(s) of the nominee(s) above.
FOR
fixing the
number of
Trustees as
proposed and
electing all the
nominees (except
as marked to the
contrary at left)
WITHHOLD
authority
to vote
for all
nominees
Note: If you have any questions on the proposal, please call
1-800-225-1581.
PLEASE SIGN AND DATE ON THE REVERSE SIDE.
High Inc Bond - MM
P.O. BOX 9132
HINGHAM, MA 02043-9132
Your vote is important. For your convenience, you may record your voting
instructions via the Internet or by returning this proxy card by mail.
1
INTERNET
Go to
https://www.proxyweb.com/Putnam
* Follow the instructions on the site.
* There is no need for you to return your proxy card.
2
MAIL
Mail in the proxy card attached below.
* Please sign and date this proxy card.
* Detach the card from this proxy form.
* Return the card in the postage-paid envelope provided.
PLEASE FOLD AND DETACH CARD AT PERFORATION BEFORE MAILING
This is your PROXY CARD
To vote by mail, please record your voting instructions on this card,
sign it below, and return it promptly in the envelope provided. Your
vote is important.
Proxy for a meeting of shareholders to be held on June 10, 2004, for
PUTNAM MASTER INTERMEDIATE INCOME TRUST.
999 999 999 999 99
This proxy is solicited on behalf of the Trustees of the Fund.
The undersigned shareholder hereby appoints John A. Hill and Robert E.
Patterson, and each of them separately, Proxies, with power of
substitution, and hereby authorizes them to represent such shareholder
and to vote, as designated on the reverse side, at the meeting of
shareholders of Putnam Master Intermediate Income Trust on June 10, 2004
at 11:00 a.m., Boston time, and at any adjournments thereof, all of the
shares of the fund that the undersigned shareholder would be entitled to
vote if personally present.
PLEASE BE SURE TO SIGN AND DATE THIS PROXY
-------------------------------------------
Shareholder/Co-owner sign(s) here Date
Please sign your name exactly as it appears on this card. If you are a
joint owner, each owner should sign. When signing as executor,
administrator, attorney, trustee, or guardian, or as custodian for a
minor, please give your full title as such. If you are signing for a
corporation, please sign the full corporate name and indicate the
signer's office. If you are a partner, sign in the partnership name.
Master Int Inc - MM
Has your address changed?
Please use this form to notify us of any change in address or telephone
number or to provide us with your comments. Detach this form from the
proxy card and return it with your signed card in the enclosed envelope.
Name
-------------------------------------------------------------
Street
-----------------------------------------------------------
City State Zip
--------------------------------- ---------- ---------
Telephone
--------------------------------------------------------
Do you have any comments?
------------------------------------------------------------------------
------------------------------------------------------------------------
------------------------------------------------------------------------
PLEASE FOLD AND DETACH CARD AT PERFORATION BEFORE MAILING
DEAR SHAREHOLDER:
Your vote is important. Please help us to eliminate the expense of
follow-up mailings by recording your voting instructions via the
Internet or by signing and returning this proxy card. A postage-paid
envelope is enclosed for your convenience.
Thank you!
If you complete and sign the proxy, we'll vote it exactly as you tell
us. The Proxies are authorized to vote in their discretion upon any
matters as may properly come before the meeting or any adjournments of
the meeting. If you simply sign the proxy, or fail to provide your
voting instructions on the proposal, the Proxies will vote in the same
manner as the Trustees recommend.
Please vote by filling in the appropriate box below.
THE TRUSTEES RECOMMEND A VOTE FOR FIXING THE NUMBER OF TRUSTEES AND
ELECTING ALL OF THE NOMINEES:
1. Proposal to fix the number of Trustees and elect all nominees.
The nominees for Trustees are:
(01) J.A. Baxter
(02) C.B. Curtis
(03) J.A. Hill
(04) R.J. Jackson
(05) P.L. Joskow
(06) E.T. Kennan
(07) J.H. Mullin, III
(08) R.E. Patterson
(09) G. Putnam, III
(10) A.J.C. Smith
(11) W.T. Stephens
----------------------------------------------------------------------------
To withhold authority to vote for one or more of the nominees, write the
number(s) of the nominee(s) above.
FOR
fixing the
number of
Trustees as
proposed and
electing all the
nominees (except
as marked to the
contrary at left)
WITHHOLD
authority
to vote
for all
nominees
Note: If you have any questions on the proposal, please call
1-800-225-1581.
PLEASE SIGN AND DATE ON THE REVERSE SIDE.
Master Inc Int - MM
P.O. BOX 9132
HINGHAM, MA 02043-9132
Your vote is important. For your convenience, you may record your voting
instructions via the Internet or by returning this proxy card by mail.
1
INTERNET
Go to
https://www.proxyweb.com/Putnam
* Follow the instructions on the site.
* There is no need for you to return your proxy card.
2
MAIL
Mail in the proxy card
attached below.
* Please sign and date this proxy card.
* Detach the card from this proxy form.
* Return the card in the postage-paid envelope provided.
PLEASE FOLD AND DETACH CARD AT PERFORATION BEFORE MAILING
This is your PROXY CARD
To vote by mail, please record your voting instructions on this card,
sign it below, and return it promptly in the envelope provided. Your
vote is important.
Proxy for a meeting of shareholders to be held on June 10, 2004, for
PUTNAM PREMIER INCOME TRUST.
999 999 999 999 99
This proxy is solicited on behalf of the Trustees of the Fund.
The undersigned shareholder hereby appoints John A. Hill and Robert E.
Patterson, and each of them separately, Proxies, with power of
substitution, and hereby authorizes them to represent such shareholder
and to vote, as designated on the reverse side, at the meeting of
shareholders of Putnam Premier Income Trust on June 10, 2004 at 11:00
a.m., Boston time, and at any adjournments thereof, all of the shares of
the fund that the undersigned shareholder would be entitled to vote if
personally present.
PLEASE BE SURE TO SIGN AND DATE THIS PROXY
-------------------------------------------
Shareholder/Co-owner sign(s) here Date
Please sign your name exactly as it appears on this card. If you are a
joint owner, each owner should sign. When signing as executor,
administrator, attorney, trustee, or guardian, or as custodian for a
minor, please give your full title as such. If you are signing for a
corporation, please sign the full corporate name and indicate the
signer's office. If you are a partner, sign in the partnership name.
Premier Inc - MM
Has your address changed?
Please use this form to notify us of any change in address or telephone
number or to provide us with your comments. Detach this form from the
proxy card and return it with your signed card in the enclosed envelope.
Name
-------------------------------------------------------------
Street
-----------------------------------------------------------
City State Zip
--------------------------------- ---------- ---------
Telephone
--------------------------------------------------------
Do you have any comments?
------------------------------------------------------------------------
------------------------------------------------------------------------
------------------------------------------------------------------------
PLEASE FOLD AND DETACH CARD AT PERFORATION BEFORE MAILING
DEAR SHAREHOLDER:
Your vote is important. Please help us to eliminate the expense of
follow-up mailings by recording your voting instructions via the
Internet or by signing and returning this proxy card. A postage-paid
envelope is enclosed for your convenience.
Thank you!
If you complete and sign the proxy, we'll vote it exactly as you tell
us. The Proxies are authorized to vote in their discretion upon any
matters as may properly come before the meeting or any adjournments of
the meeting. If you simply sign the proxy, or fail to provide your
voting instructions on the proposal, the Proxies will vote in the same
manner as the Trustees recommend.
Please vote by filling in the appropriate box below.
THE TRUSTEES RECOMMEND A VOTE FOR FIXING THE NUMBER OF TRUSTEES AND
ELECTING ALL OF THE NOMINEES:
1. Proposal to fix the number of Trustees and elect all nominees.
The nominees for Trustees are:
(01) J.A. Baxter
(02) C.B. Curtis
(03) J.A. Hill
(04) R.J. Jackson
(05) P.L. Joskow
(06) E.T. Kennan
(07) J.H. Mullin, III
(08) R.E. Patterson
(09) G. Putnam, III
(10) A.J.C. Smith
(11) W.T. Stephens
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To withhold authority to vote for one or more of the nominees, write the
number(s) of the nominee(s) above.
FOR
fixing the
number of
Trustees as
proposed and
electing all the
nominees (except
as marked to the
contrary at left)
WITHHOLD
authority
to vote
for all
nominees
Note: If you have any questions on the proposal, please call
1-800-225-1581.
PLEASE SIGN AND DATE ON THE REVERSE SIDE.
Premier Inc - MM