DEFA14A 1 eq1.txt PUTNAM EQUITY SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant / X / Filed by a party other than the Registrant / / Check the appropriate box: / / Preliminary Proxy Statement / / Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) (2)) / / Definitive Proxy Statement / / Definitive Additional Materials / X / Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12 PUTNAM ASSET ALLOCATION FUNDS PUTNAM CAPITAL APPRECIATION FUND PUTNAM CLASSIC EQUITY FUND PUTNAM CONVERTIBLE INCOME-GROWTH TRUST PUTNAM DISCOVERY GROWTH FUND PUTNAM EQUITY INCOME FUND PUTNAM EUROPE EQUITY FUND THE GEORGE PUTNAM FUND OF BOSTON PUTNAM FUNDS TRUST PUTNAM GLOBAL EQUITY FUND PUTNAM GLOBAL NATURAL RESOURCES FUND THE PUTNAM FUND FOR GROWTH AND INCOME PUTNAM HEALTH SCIENCES TRUST PUTNAM INTERNATIONAL EQUITY FUND PUTNAM INVESTMENT FUNDS PUTNAM INVESTORS FUND PUTNAM NEW OPPORTUNITIES FUND PUTNAM OTC & EMERGING GROWTH FUND PUTNAM TAX SMART FUNDS TRUST PUTNAM UTILITIES GROWTH AND INCOME FUND PUTNAM VISTA FUND PUTNAM VOYAGER FUND (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than Registrant) Payment of Filing Fee (Check the appropriate box): / X / No fee required / / Fee computed on table below per Exchange Act Rule 14a 6(i)(1) and 0-11 (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: / / Fee paid previously with preliminary materials. / / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: PUTNAM INVESTMENTS August 2004 Dear Investment Colleague: I am writing to let you know about an upcoming proxy solicitation to Putnam fund shareholders. In early September, proxy materials will be mailed to shareholders of all 58 Putnam retail open-end funds. In early October, materials will be mailed to shareholders of all 28 Putnam Variable Trust funds. Most notably, the proxy relates to the election of the funds' Trustees. In addition, there are several administrative proposals. Shareholders can vote by mail, phone, or online. We hope you will encourage your clients to vote their proxies. The information below will help you answer questions you might receive from clients about the proxy votes. Election of Trustees. Under this proposal, shareholders are asked to elect the funds' Trustees. Under new SEC requirements applicable to most mutual funds, at least 75% of a fund's Trustees, as well as its chairperson, must be independent, which means that they are not affiliated with the fund's investment advisor. Even prior to the recent SEC ruling and, in fact, since July 1, 2000, the Putnam funds' Trustees have met both independence requirements. We have always believed that having a majority of Trustees who are independent enhances the ability of the Trustees to effectively protect the interests of shareholders. The Putnam funds currently have 11 Trustees, nine of whom are independent. The Trustees have nominated three additional Trustees, two of whom would be independent. In total, shareholders are asked to vote for 14 Trustees, 11 of whom would be independent. Approval of amendment to the funds' agreements and declarations of trust. This proposal, which would affect all funds except Putnam Tax Smart Equity Fund, would give the funds the flexibility to pay redemptions in the form of securities rather than in cash. Although the funds have no current intention of redeeming their shares in any form other than cash, the explicit authority to pay a redemption wholly or partially in kind may benefit a fund's remaining shareholders. Approval of amendment to Putnam Equity Income Fund's investment objective. This proposal would restate the fund's investment objective to give greater emphasis to capital appreciation. Consistent with the fund's non-fundamental policy of investing at least 80% of net assets in common stocks and other equity investments that offer potential for current income, the fund's management team would be able to give more weight to stocks that offer capital appreciation potential. Administrative changes In general, the proposals below are administrative in nature, designed to increase the funds' investment flexibility and to make their investment restrictions simpler and more uniform across Putnam funds. These changes would also help make Putnam's compliance monitoring more efficient. The proposals seek to make changes to the funds' investment restrictions with respect to the following: Borrowing and lending. These proposals, which would affect 51 funds, seek to bring the funds' borrowing and lending restrictions in line with those currently in place for other Putnam funds. It is important to note that it is not standard practice for any fund to borrow or lend money. Diversification of investments. This proposal, which would affect all funds except Putnam Floating Rate Income Fund, seeks to simplify the funds' investment restrictions and make them uniform with respect to the Investment Company Act's technical diversification requirements. The proposal would not affect any fund's current status as a diversified or non-diversified fund. In particular, the proposal would enhance the funds' flexibility to use Putnam Prime Money Market Fund as a cash investment vehicle. Issuance of senior securities. This proposal, which would affect 12 funds, seeks to simplify and standardize the funds' policies regarding senior securities, and to give these funds the maximum investment flexibility permitted under the Investment Company Act. A senior security has priority over any other security as to distribution of assets or dividends. Investments in commodities and purchasing or selling options, puts, calls, straddles, and spreads. These proposals, which would only affect Putnam U.S. Government Income Trust, seek to revise the fund's commodities restriction and eliminate the fund's prohibition on investments in options and related derivatives. Although the fund's managers do not typically make these types of investments, these proposals are designed to make the fund's investment flexibility consistent with that of other Putnam funds. The shareholder meeting for the retail open-end funds is scheduled to take place on November 11, 2004. The meeting for the 28 Putnam Variable Trust funds is scheduled for December 9, 2004. I want to thank you in advance for helping your clients understand the proxy process, the proposals, and the importance of voting. If you have any questions, or would like more detailed information, please call Putnam Dealer Marketing Services at 1-800-354-4000. Sincerely, Richard Monaghan FOR DEALER USE ONLY Putnam Retail Management 217177 8/04