Proxy Solicitation Script
for
Putnam High Yield Advantage Fund
This script provides information to the shareholder and solicits
his/her vote by mail.
Putnam: Good Evening Mr./Ms. . My name is and
I'm calling from Putnam Investments in Boston. I'm
calling in regard to the important proxy materials
which you should have received for your Fund's
shareholders' meeting which will be held in May. This
information was mailed to you in early March. The
package consisted of a Putnam business envelope with
black and red print on the outside of the envelope.
The words "Important Proxy Material Enclosed Prompt
Response Will Save Your Fund Money" were clearly marked
on the package. Do you recall receiving it? (Proceed
to A or B as applicable).
A (If the shareholder has received the proxy materials.)
S/H: Yes.
Putnam: Great, however according to our most recent records, we
have not received your proxy ballot which was included
in the package. Could you tell me if you have already
returned it?
* If the shareholder received the information, but has
not sent it back, continue with: We are calling our
shareholders to urge them to read and complete the
Proxy ballot enclosed in the package. By promptly doing
so, it may save your Fund the cost of an additional
mailing.
* If the shareholder returned the ballot, continue with:
Thank you very much for your time, Mr./Ms. .
Your vote is very important.
* If the shareholder threw the ballot away because he/she
did not think it was important, proceed to B.
B (If the shareholder has not received the proxy
materials.)
S/H: No.
Putnam: May I confirm your address so that another package can
be sent to you? (Confirm address with shareholder.) You
will be receiving a duplicate package shortly. We ask
only that you read the materials and take a moment to
complete and return the proxy ballot. By promptly doing
so, it may save your Fund the cost of an additional
mailing. If you have any questions in regard to this
material, please call us, toll-free, at 1-(800)
225-1581.
Putnam: Thank you very much for your time, Mr./Ms. . We
look forward to receiving your ballot shortly.
The following information is only to be given if the
shareholder would like to know what the proposals are:
Putnam: The 1994 meeting of the shareholders of your Fund will
be held on May 5, 1994. Although we would like to have
each shareholder attend, we understand this is not
always possible. Even if you cannot attend, we need
your support on the proposals which will be addressed
at the meeting.
S/H: What are the proposals?
Putnam: The proposals to be acted upon at the meeting are more
fully described in the proxy statement. I will be
happy to summarize them for you:
1 ELECTION OF TRUSTEES. All of the nominees have
been nominated by the Nominating Committee and are
presently Trustees of the Fund.
2 SELECTION OF AUDITORS. The Trustees have selected
Coopers & Lybrand to be the Fund's auditors. You
are given the opportunity to ratify or reject this
selection. The Trustees recommend that the Fund's
shareholders ratify the selection of Cooper's &
Lybrand.
3 APPROVAL OF THE NEW MANAGEMENT CONTRACT. The
Trustees recommend that the shareholders approve a
new Management Contract between the Fund and
Putnam Investment Management, Inc. The proposed
Management Contract is identical in all
substantive respects to the existing contract,
except as follows: Under the new Management
Contract, the annual management fee payable by the
Fund to Putnam Management would be increased.
Based upon the net assets of the Fund as of
January 14, 1994 of $777,018,178, the effective
annual management fee rate under the proposed fee
schedule would be .66% as compared to .52% under
the existing schedule. The other substantive
change in that the new Management Contract would
provide for the payment by the Fund of the
compensation and related expenses of certain
officers of the Fund and their assistants as the
Trustees may determine. The Trustees believe that
the proposed new management fee is fair and
reasonable and in the best interests of the
shareholders of the Fund.
4 APPROVAL OR DISAPPROVAL OF THE ELIMINATION OF THE
FUND'S FUNDAMENTAL INVESTMENT RESTRICTION WITH
RESPECT TO INVESTMENTS IN INVESTMENT COMPANIES.
The Trustees recommend that the Fund's fundamental
investment restriction with respect to investments
in investment companies be eliminated to permit
the Fund to invest in investments of certain
issuers that may be considered to be investment
companies. Currently, the Fund's investment
restriction generally prohibits the Fund from
investing in the securities of other registered
investment companies. From time to time, new
investment vehicles arise that would assist the
Fund in meeting its investment objective but that
may be registered investment companies. If the
shareholders approve the elimination of this
restriction, the Trustees intend to adopt a more
flexible non-fundamental restriction (which could
be amended or eliminated by the Trustees without a
shareholder vote) that would generally prohibit
investments by the Fund in registered open-end
investment companies like the Fund but would
permit investments in other entities that might
otherwise be registered investment companies.
5 APPROVAL OR DISAPPROVAL OF AN AMENDMENT TO THE
FUND'S FUNDAMENTAL INVESTMENT RESTRICTION WITH
RESPECT TO RESTRICTED SECURITIES. The Trustees
recommend that the Fund's fundamental investment
restriction with respect to restricted securities
be revised to permit the Fund to invest a greater
portion of its assets in securities restricted as
to resale under the federal securities laws. The
Fund's current investment restrictions prohibit it
from investing more than 10% of its net assets in
restricted securities. The proposed amendment
would permit the Fund to invest up to 15% of its
net assets in such securities and would exclude
from the restriction certain restricted securities
that are readily marketable, in order to permit
greater flexibility in investing the Fund's
assets. Certain state securities laws may limit
the ability of the Fund to invest in restricted
securities, including restricted securities that
are readily marketable.
<PAGE>
6 APPROVAL OR DISAPPROVAL OF AMENDMENTS TO THE
FUND'S AGREEMENT AND DECLARATION OF TRUST TO
PERMIT ISSUANCE OF ADDITIONAL CLASSES OF SHARES.
The Trustees recommend that they be authorized to
amend the Fund's Agreement and Declaration of
Trust to permit the Trustees, without further
shareholder action, to issue one or more
additional classes of shares having such
preferences and special or relative rights and
privileges as the Trustees may determine. The
creation of one or more separate classes of shares
with different types of sales charges would allow
the Fund to take advantage of alternative methods
of selling Fund shares. This would permit the
Trustees to allocate costs associated with the
distribution of shares of a particular class to
those investors who elected to purchase shares of
such class. Any such additional class of shares
would participate in all other respects on an
equal proportionate basis with all other classes
of shares.
Putnam: Those are the proposals. Can I clarify anything for
you? If not, please read the materials carefully,
complete the enclosed proxy card and return it promptly
in the envelope provided.
S/H: Thank you for the information.
Putnam: Thank you for your time, Mr./Ms. . Your vote is
very important, and we look forward to receiving it
soon.
