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 DIVIDEND INCOME FUND
PUTNAM HIGH INCOME CONVERTIBLE AND 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 IN
PUTNAM DIVIDEND INCOME FUND
PUTNAM HIGH INCOME CONVERTIBLE AND BOND FUND
The document you hold in your hands contains your proxy statement
and proxy card. A proxy card is, in essence, a ballot. When you
vote your proxy, it 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 spend a couple of minutes with the proxy
statement, fill out your proxy card, and return it to us. When
shareholders don't return their proxies in sufficient numbers, we
have to incur the expense of 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 moments with these materials and
return your proxy to us.
(PUTNAM LOGO APPEARS HERE)
BOSTON * LONDON * TOKYO
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 the special toll-
free number we have set up for you (1-800-225-1581) or call your
financial adviser.
A Message from the Chairman
(Photograph of George Putnam appears here)
Dear Shareholder:
I am writing to you to ask for your vote on important questions
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 filling out and signing the
enclosed proxy. We are asking for your vote on the following
matters: (1) fixing the number of Trustees and electing your
fund's Trustees; (2) ratifying the selection of your fund's
independent auditors; and (3) approving an amendment to your
fund's fundamental investment restriction with respect to making
loans.
Although we would like very much to have each shareholder attend
his or her fund's meeting, we realize this is not possible.
Whether or not you plan to be present, we need your vote. We
urge you to complete, sign, and return the enclosed proxy card
promptly. A postage-paid envelope is enclosed.
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 return 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 that I am sure you will give this important matter.
If you have questions about the proposals, contact your financial
adviser or call a Putnam customer service representative at
1-800-225-1581.
Sincerely yours,
(signature of George Putnam)
George Putnam, Chairman
PUTNAM DIVIDEND INCOME FUND
PUTNAM HIGH INCOME CONVERTIBLE AND BOND FUND
Notice of Annual Meeting of Shareholders
This is the formal agenda for your fund's shareholder meeting.
It tells you what matters will be voted on and the time and place
of the meeting, if you can attend in person.
To the Shareholders of Putnam Dividend Income Fund and Putnam
High Income Convertible and Bond Fund:
The Annual Meeting of Shareholders of your fund will be held on
June 4, 1998 at 2:00 p.m., Boston time, 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.
2. Ratifying the selection by the Trustees of the independent
auditors of your fund for its current fiscal year. See
page 3.
3. Approving an amendment to your fund's fundamental investment
restriction with respect to making loans. See page 25.
4. Transacting other business as may properly come before the
meeting.
By the Trustees
George Putnam, Chairman
William F. Pounds, Vice Chairman
Jameson A. Baxter John H. Mullin, III
Hans H. Estin Robert E. Patterson
John A. Hill Donald S. Perkins
Ronald J. Jackson George Putnam, III
Paul L. Joskow A.J.C. Smith
Elizabeth T. Kennan W. Thomas Stephens
Lawrence J. Lasser W. Nicholas Thorndike
WE URGE YOU TO MARK, SIGN, DATE, AND MAIL THE ENCLOSED PROXY IN
THE POSTAGE-PAID ENVELOPE PROVIDED SO YOU WILL BE REPRESENTED AT
THE MEETING.
March 20, 1998
Proxy Statement
This document will give you the information you need to vote on
the matters listed on the previous page. Much of the information
in the proxy statement 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
special toll-free number (1-800-225-1581) or call your financial
adviser.
Who is asking for my vote?
The enclosed proxy is solicited by the Trustees of Putnam
Dividend Income Fund and Putnam High Income Convertible and Bond
Fund for use at the Annual Meeting of Shareholders of each fund
to be held on June 4, 1998, 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).
How do your fund's Trustees recommend that shareholders vote on
these proposals?
The Trustees recommend that you vote
1. For fixing the number of Trustees and the election of all
nominees;
2. For ratifying the selection of the independent auditors of
your fund as indicated below:
Putnam Dividend Income Fund Coopers & Lybrand L.L.P.
Putnam High Income Convertible Price Waterhouse LLP
and Bond Fund
3. For amending your fund's fundamental investment restriction
with respect to making loans.
Who is eligible to vote?
Shareholders of record at the close of business on March 6, 1998
are entitled to be present and to vote at the meeting or any
adjourned meeting. The Notice of Annual Meeting, the proxy, and
the Proxy Statement are being mailed to shareholders of record on
or about March 23, 1998.
Each share is entitled to one vote. Shares represented by duly
executed proxies will be voted in accordance with shareholders'
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 each
proposal. Voting by one fund does not affect the other fund.
The Proposals
I. ELECTION OF TRUSTEES
Who are the nominees for Trustees?
The Nominating Committee of the Trustees of each fund recommends
that the number of Trustees be fixed at sixteen 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 Nominating Committee of the Trustees 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, Inc., your fund's investment manager
("Putnam Management").
Jameson Adkins Baxter
[Insert Picture]
Ms. Baxter, age 54, is the President of Baxter Associates, Inc.,
a management and financial consulting firm which she founded in
1986. During that time, she was also a Vice President and
Principal of the Regency Group, Inc., and a Consultant to First
Boston Corporation, both of which are investment banking firms.
From 1965 to 1986, Ms. Baxter held various positions in
investment banking and corporate finance at First Boston.
Ms. Baxter currently also serves as a Director of Banta
Corporation, Avondale Financial Corp., and ASHTA Chemicals, Inc.
She is also the Chairman Emeritus of the Board of Trustees of
Mount Holyoke College, having previously served as Chairman for
five years and as a Board member for thirteen years; an Honorary
Trustee and past President of the Board of Trustees of the Emma
Willard School; and Chair of the Board of Governors of Good
Shepherd Hospital. Ms. Baxter is a graduate of Mount Holyoke
College.
Hans H. Estin
[Insert Picture]
Mr. Estin, age 69, is a Chartered Financial Analyst and the Vice
Chairman of North American Management Corp., a registered
investment adviser serving individual clients and their families.
Mr. Estin currently also serves as a Corporation Member
of The Schepens Eye Research Institute; and a Trustee of New
England Aquarium. He previously served as the Chairman of the
Board of Trustees of Boston University and is currently active in
various other civic associations, including the Boys & Girls
Clubs of Boston, Inc. Mr. Estin is a graduate of Harvard College
and holds honorary doctorates from Merrimack College and Boston
University.
John A. Hill
[Insert Picture]
Mr. Hill, age 56, is the Chairman and Managing Director of First
Reserve Corporation, a registered investment adviser investing in
companies in the world-wide energy industry on behalf of
institutional investors.
Prior to acquiring First Reserve in 1983, Mr. Hill held executive
positions with several investment advisory firms and held various
positions with the Federal government, including Associate
Director of the Office of Management and Budget and Deputy
Administrator of the Federal Energy Administration.
Mr. Hill currently also serves as a Director of Snyder Oil
Corporation, an exploration and production company which he
founded, TransMontaingne Oil Company, a refined oil
product pipeline and distribution company, Weatherford Enterra,
Inc., an oil field service company, various private companies
controlled by First Reserve Corporation, and various First
Reserve Funds. He is also a Member of the Board of Advisors of
Fund Directions. He is currently 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 is a graduate of Southern Methodist University.
Ronald J. Jackson
[Insert Picture]
Mr. Jackson, age 54, was Chairman of the Board, President and
Chief Executive Officer of Fisher -Price, Inc., a major toy
manufacturer, from 1990 to 1993. He previously served as
President and Chief Executive Officer of Stride -Rite,
Inc., a manufacturer and distributor of footwear, from 1989 to
1990, and as President and Chief Executive Officer of Kenner
Parker Toys, Inc., a major toy and game manufacturer, from 1985
to 1987. Prior to that, he held various financial and marketing
positions at General Mills, Inc. from 1966 to 1985, including
Vice President, Controller and Vice President of Marketing for
Parker Brothers, a toy and game company, and President of
Talbots, a retailer and direct marketer of women's apparel.
Mr. Jackson currently serves as a Trustee of Salem Hospital and
the Peabody Essex Museum. Mr. Jackson is a graduate of Michigan
State University Business School.
Paul L. Joskow*
[Insert Picture]
Dr. Joskow, 50, is Professor of Economics and Management and Head
of the Department of Economics at the Massachusetts Institute of
Technology where he has been on the faculty since 1972. From
1979 to 1980 he was a Visiting Professor at the Kennedy School of
Government at Harvard University and from 1985 to 1986 he was a
Fellow at the Center for Advanced Study in the Behavioral
Sciences at Stanford University. He has published three books
and numerous articles on topics dealing with industrial
organization, government regulation of industry, and competition
policy.
Dr. Joskow currently serves as a Director of the New England
Electric System, a public utility holding company, State Farm
Indemnity Company, an automobile insurance company, and the
Whitehead Institute for Biomedical Research, a non -profit
research institution. He has been President of the Yale
University Council since 1993. From 1990 to 1994 he served as
Chairman of the Research Advisory Board of the Committee for
Economic Development. Dr. Joskow is active on industry
restructuring, environmental, energy, competition, and
privatization policies and has served as an advisor to
governments and corporations around the world. He has been a
consultant to National Economic Research Associates, Inc. since
1972 on these and related issues.
Dr. Joskow is a graduate of Cornell University and Yale
University. He is a Fellow of the Econometric Society and the
American Academy of Arts and Sciences.
Elizabeth T. Kennan
[Insert Picture]
Ms. Kennan, age 60, is President Emeritus and Professor of Mount
Holyoke College. From 1978 through June 1995, she was President
of Mount Holyoke College. From 1966 to 1978, she was on the
faculty of Catholic University, where she taught history and
published numerous articles.
Ms. Kennan currently also serves as a Director of Bell Atlantic,
a telecommunications company, Northeast Utilities, the Kentucky
Home Life Insurance Companies, and Talbots. She also serves as a
Member of The Folger Shakespeare Library Committee. She is
currently active in various educational and civic associations.
Ms. Kennan is a graduate of Mount Holyoke College, the University
of Washington and St. Hilda College at Oxford University and
holds several honorary doctorates.
Lawrence J. Lasser*
[Insert Picture]
Mr. Lasser, age 55, is the Vice President of your fund and each
of the other Putnam funds. He has been the President, Chief
Executive Officer and a Director of Putnam Investments, Inc. and
Putnam Management since 1985, having begun his career there in
1969.
Mr. Lasser currently also serves as a Director of Marsh &
McLennan Companies, Inc., the parent company of Putnam
Management, and the United Way of Massachusetts Bay. He is a
Member of the Board of Overseers of the Museum of Fine Arts in
Boston, The Council on Foreign Relations, and a Member of the
Board of Governors and Executive Committee at the Investment
Company Institute. He is also a Trustee of the Beth
Israel\Deaconess Medical Center in Boston. Mr. Lasser is a
graduate of Antioch College and Harvard Business School.
John H. Mullin, III
[Insert Picture]
Mr. Mullin, 56, is Chairman and CEO of Ridgeway Farm, a limited
liability company engaged in timber activities and farming.
Prior to establishing Ridgeway Farm, Mr. Mullin was a Managing
Director of Dillon, Read & Co. Inc., an investment banking firm.
Mr. Mullin currently serves as a Director of ACX Technologies,
Inc., a company engaged in the manufacture of industrial ceramics
and packaging products; Alex. Brown Realty, Inc., a real estate
investment company; and The Liberty Corporation, a company
engaged in the life insurance and broadcasting industries .
Mr. Mullin previously served as a Director of Dillon, Read & Co.
Inc., Adolph Coors Company, Crystal Brands, Inc., Fisher -
Price, Inc. , Mattel, Inc. and The Ryland Group, Inc. Mr.
Mullin is a Trustee Emeritus of Washington & Lee University where
he served as Chairman of the Investment Committee. Mr. Mullin is
a graduate of Washington & Lee University and The Wharton
Graduate School at the University of Pennsylvania.
Robert E. Patterson
[Insert Picture]
Mr. Patterson, age 52, is the President and a Trustee of Cabot
Industrial Trust, a publicly traded real estate investment trust.
Prior to February, 1998 he was Executive Vice President and
Director of Acquisitions of Cabot Partners Limited Partnership, a
registered investment adviser which managed real estate
investments for institutional investors. Prior to 1990, he was
the Executive Vice President of Cabot, Cabot & Forbes Realty
Advisors, Inc., the predecessor company of Cabot Partners. Prior
to that, he was a Senior Vice President of the Beal Companies, a
real estate management, investment and development company. He
has also worked as an attorney and held various positions in
state government, including the founding Executive Director of
the Massachusetts Industrial Finance Agency.
Mr. Patterson currently also serves as Chairman of the Joslin
Diabetes Center, a Trustee of Sea Education Association and
a Director of Brandywine Trust Company. Mr. Patterson is
a graduate of Harvard College and Harvard Law School.
Donald S. Perkins*
[Insert Picture]
Mr. Perkins, age 70, is the retired Chairman of the Board of
Jewel Companies, Inc., a diversified retailer, where among other
roles he served as President, Chief Executive Officer and
Chairman of the Board from 1965 to 1980. He currently also
serves as a Director of various other public corporations,
including AON Corp., an insurance company, Cummins Engine
Company, Inc., an engine and power generator equipment
manufacturer and assembler, Current Assets L.L.C., a corporation
providing financial staffing services, LaSalle Street Fund, Inc.
and LaSalle U.S. Realty Income and Growth Fund, Inc., real estate
investment trusts, Lucent Technologies Inc., Nanophase
Technologies Inc., a producer of nano crystaline materials,
Ryerson Tull, Inc., America's largest steel service corporation,
Springs Industries, Inc., a textile manufacturer, and Time
Warner, Inc., one of the nation's largest media conglomerates.
He previously served as a Director of several other major public
corporations, including Corning Glass Works, Eastman Kodak
Company, Firestone Tire & Rubber Company and Kmart Corporation.
Mr. Perkins currently also serves as a Trustee and Vice Chairman
of Northwestern University . He is currently active in
various civic and business associations, including the Business
Council and the Civic Committee of the Commercial Club of
Chicago, of which he is the founding Chairman. Mr. Perkins is a
graduate of Yale University and Harvard Business School and holds
an honorary doctorate from Loyola University of Chicago.
William F. Pounds
[Insert Picture]
Dr. Pounds, age 69, is the Vice Chairman of your fund and of the
other Putnam funds. He has been a Professor of Management at the
Alfred P. Sloan School of Management at the Massachusetts
Institute of Technology since 1961 and served as Dean of that
School from 1966 to 1980. He previously served as Senior Advisor
to the Rockefeller Family and Associates and was a past Chairman
of Rockefeller & Co., Inc., a registered investment adviser which
manages Rockefeller family assets, and Rockefeller Trust Company.
Dr. Pounds currently also serves as a Director of IDEXX
Laboratories, Inc., PerSeptive Biosystems, Inc., Management
Sciences For Health, Inc. and Sun Company, Inc. He is also a
Trustee of the Museum of Fine Arts in Boston; an Overseer of WGBH
Educational Foundation, and a Fellow of The American Academy of
Arts and Sciences. He previously served as a Director of
Fisher -Price, Inc. and General Mills, Inc. Dr. Pounds is
a graduate of Carnegie -Mellon University.
George Putnam*
[Insert Picture]
Mr. Putnam, age 71, is the Chairman and President of your fund
and each of the other Putnam funds. He is the Chairman and a
Director of Putnam Management and Putnam Mutual Funds Corp. and a
Director of Marsh & McLennan, their parent company. Mr. Putnam
is the son of the founder of the Putnam funds and Putnam
Management and has been employed in various capacities by Putnam
Management since 1951, including Chief Executive Officer from
1961 to 1973. He is a former Overseer and Treasurer of Harvard
University; a past Chairman of the Harvard Management Company;
and a Trustee Emeritus of Wellesley College and Bradford College.
Mr. Putnam currently also serves as a Director of Freeport
Copper and Gold, Inc., a mining and natural
resources company and Houghton Mifflin Company, a major
publishing company. He is also a Trustee of Massachusetts
General Hospital, McLean Hospital, Vincent Memorial Hospital,
WGBH Educational Foundation and the Museum of Fine Arts
in Boston; the New England Aquarium; an Overseer of the Museum of
Science in Boston, Northeastern University and College of the
Atlantic; and a Fellow of The American Academy of Arts and
Sciences. Mr. Putnam is a graduate of Harvard College and
Harvard Business School and holds honorary doctorates from Bates
College and Harvard University.
George Putnam, III*
[Insert Picture]
Mr. Putnam, age 46, is the President of New Generation Research,
Inc., a publisher of financial advisory and other research
services relating to bankrupt and distressed companies, and New
Generation Advisers, Inc., a registered investment adviser which
provides advice to private funds specializing in investments in
such companies. Prior to founding New Generation in 1985, Mr.
Putnam was an attorney with the Philadelphia law firm Dechert
Price & Rhoads.
Mr. Putnam currently also serves as a Director of the
Massachusetts Audubon Society and The Boston Family Office,
L.L.C., a registered investment advisor that provides financial
advice to individuals and families. He is also a Trustee of the
Sea Education Association and St. Mark's School and an Overseer
of the New England Medical Center. Mr. Putnam is a graduate of
Harvard College, Harvard Business School and Harvard Law School.
A.J.C. Smith*
[Insert Picture]
Mr. Smith, age 63, is the Chairman and Chief Executive Officer of
Marsh & McLennan Companies, Inc. He has been employed by Marsh &
McLennan and related companies in various capacities since 1961.
Mr. Smith is a Director of the Trident Corp., and he also serves
as a Trustee of the Carnegie Hall Society, the Central Park
Conservancy, the Educational Broadcasting Corporation, the
Economic Club of New York, the U.S. Chamber of Commerce, and is a
Founder of the Museum of Scotland Society. He was educated in
Scotland and is a Fellow of the Faculty of Actuaries in
Edinburgh, a Fellow of the Canadian Institute of Actuaries, a
Fellow of the Conference of Actuaries, an Associate of the
Society of Actuaries, a Member of the American Academy of
Actuaries, the International Actuarial Association and the
International Association of Consulting Actuaries.
W. Thomas Stephens
[Insert Picture]
Mr. Stephens, age 55, is the President and Chief Executive
Officer of MacMillan Bloedel Ltd. Mr. Stephens retired in 1996
as Chairman of the Board of Directors, President and Chief
Executive Officer of Johns Manville Corporation, an insulation
and roofing systems company. He also served as Executive Vice
President and Chief Financial Officer of Manville and in total
had 27 years of experience with Manville and its predecessor
companies.
Mr. Stephens serves as a Director for Qwest
Communications, a fiber optics manufacturer and New
Century Energies, a public utility company. Mr. Stephens is a
Member of the Colorado Forum and Trustee of the Denver Art Museum
and The University of Arkansas Advisory Council. He is currently
a Visiting Professor at the Graduate School of Business at the
University of Colorado. Mr. Stephens is a graduate of the
University of Arkansas.
W. Nicholas Thorndike**
[Insert Picture]
Mr. Thorndike, age 64, serves as a Director of various
corporations and charitable organizations, including Data General
Corporation, a computer and high technology company, Bradley Real
Estate, Inc., a real estate investment firm, Providence Journal
Co., a newspaper publisher, and Courier Corporation, a book
binding and printing company. He is also a Trustee of Cabot
Industrial Trust, Eastern Utilities Associates, Massachusetts
General Hospital, where he previously served as chairman and
president, and Northeastern University.
Prior to December 1988, he was the Chairman of the Board and
Managing Partner of Wellington Management Company/Thorndike,
Doran, Paine & Lewis, a registered investment adviser which
manages mutual funds and institutional assets. He also
previously served as a Trustee of the Wellington Group of Funds
(now The Vanguard Group) and was the Chairman and a Director of
Ivest Fund, Inc. Mr. Thorndike is a graduate of Harvard College.
----------------------------
* Nominees who are or may be deemed to be "interested persons"
(as defined in the Investment Company Act of 1940) of your
fund, Putnam Management, and Putnam Mutual Funds Corp.
("Putnam Mutual Funds"), the principal underwriter for all
the open -end Putnam funds and an affiliate of Putnam
Management. Messrs. Putnam, Lasser, and Smith are deemed
"interested persons" by virtue of their positions as
officers or shareholders of your fund, or directors of
Putnam Management, Putnam Mutual Funds, or Marsh & McLennan
Companies, Inc., the parent company of Putnam Management and
Putnam Mutual Funds. Mr. George Putnam, III, Mr. Putnam's
son, is also an "interested person" of your fund, Putnam
Management, and Putnam Mutual Funds. Mr. Perkins may be
deemed to be an "interested person" of your fund because of
his service as a director of a certain publicly held company
that includes registered broker -dealer firms among
its subsidiaries. Neither your fund nor any of the other
Putnam funds currently engages in any transactions with such
firms except that certain of such firms act as dealers in
the retail sale of shares of certain Putnam funds in the
ordinary course of their business. Mr. Joskow is not
currently an "interested person" of your fund but could be
deemed by the Securities and Exchange Commission to be an
"interested person" on account of his consulting
relationship with National Economic Research Associates,
Inc. which is a wholly -owned subsidiary of Marsh &
McLennan Companies, Inc. The balance of the nominees are
not "interested persons."
** In February 1994 Mr. Thorndike accepted appointment as a
successor trustee of certain private trusts in which he has
no beneficial interest. At that time he also became
Chairman of the Board of two privately owned corporations
controlled by such trusts, serving in that capacity until
October 1994. These corporations filed voluntary petitions
for relief under Chapter 11 of the U.S. Bankruptcy Code in
August 1994.
Except as indicated above, the principal occupations and business
experience of the nominees for the last five years have been with
the employers indicated, although in some cases they have held
different positions with those employers. Except for Messrs.
Joskow, Mullin and Stephens all the nominees were elected by the
shareholders of Putnam Dividend Income Fund in June 1997 and
Putnam High Income Convertible and Bond Fund in July 1997.
Messrs. Joskow and Mullin were elected by the Trustees in
November 1997 and Mr. Stephens was elected by the Trustees in
September 1997. The 16 nominees for election as Trustees at the
shareholder meeting of your fund who receive the greatest number
of votes will be elected Trustees of your fund. The Trustees
serve until their successors are elected and qualified. Each of
the nominees has agreed to serve as a Trustee if elected. If any
of the nominees is unavailable for election at the time of the
meeting, which is not anticipated, the Trustees may vote for
other nominees at their discretion, or the Trustees may fix the
number of Trustees at less than 16 for your fund.
What are the Trustees' responsibilities?
Your fund's Trustees are responsible for the general oversight of
your fund's business and for assuring that your fund is managed
in the best interests of its shareholders. The Trustees
periodically 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 investor servicing. At least
annually, the Trustees review the fees paid to Putnam Management
and its affiliates for these services and the overall level of
your fund's operating expenses. In carrying out these
responsibilities, the Trustees are assisted by an independent
administrative staff and by your fund's auditors and legal
counsel, which are selected by the Trustees and are independent
of Putnam Management and its affiliates.
Do the Trustees have a stake in your fund?
The Trustees believe it is important that each Trustee have a
significant investment in the Putnam funds. The Trustees
allocate their investments among the more than 100 Putnam funds
based on their own investment needs. The Trustees' aggregate
investments in the Putnam funds total over $69 million.
The table below lists each Trustee's current investments in the
fund and in the Putnam funds as a group based on beneficial
ownership. Except as otherwise noted, each Trustee has sole
voting power and sole investment power with respect to his or her
shares.
<TABLE> <CAPTION>
Share Ownership by Trustees
<S> <C> <C> <C> <C>
Number of shares
Year first Number of owned of Putnam Number of
elected as shares owned of High Income shares of
Trustee of Putnam Dividend Convertible and all Putnam
the Putnam Income Fund Bond Fund funds
owned
Trustees funds as of 2/13/98 as of 2/13/98 as of 2/13/98(1)
- ------------------------------------------------------------------------------------------
Jameson A. Baxter 1994 134 138 114,841
Hans H. Estin 1972 193 792 31,963
John A. Hill 1985 100 2,100 151,223
Ronald J. Jackson 1996 200(2) 200(2) 135,443
Paul L. Joskow(3) 1997 100 100
19,760
Elizabeth T. Kennan 1992 157(4) 140(4) 24,181
Lawrence J. Lasser 1992 100 100 608,433
John H. Mullin, III(3) 1997 100 100
30,905
Robert E. Patterson 1984 300 616 67,608
Donald S. Perkins 1982 928 745 193,389
William F. Pounds 1971 500 500 338,534
George Putnam 1957 1,937 1,000 1,973,846
George Putnam, III 1984 300 500 379,012
A.J.C. Smith 1986 200(5) 200(5) 58,643
W. Thomas Stephens(6) 1997 100 100
172,773
W. Nicholas Thorndike 1992 174 178 83,408
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(1) These holdings do not include shares of Putnam money market funds
(2) Mr. Jackson has shared investment power and shared voting power with respect to such
shares.
(3) Elected as a Trustee in November 1997.
(4) Ms. Kennan is the custodian of a trust which owns all of these shares and in which she has
no economic interest.
(5) Mr. Smith has shared investment power and shared voting power with respect to such shares.
(6)Elected as a Trustee in September 1997.
</TABLE>
As of February 13, 1998, the Trustees and officers of Putnam Dividend
Income Fund and Putnam High Income Convertible and Bond Fund owned a total of
5,522 and 7,509 shares, respectively of the Putnam funds comprising less than
1% of the outstanding shares of such fund
on that date.
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 reviewing the fees paid to 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 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 often do the Trustees meet?
The Trustees meet each month (except August) over a two -
day period 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. These currently include: the Committee of Independent
Trustees, which conducts an annual review of all contractual
arrangements with Putnam Management and its affiliates; the
Contract Committee, which reviews such matters on an interim
basis during the course of the year; the Communication and
Service Committee, which reviews the quality of services provided
by your fund's investor servicing agent and custodian
; the Pricing, Brokerage and Special Investments
Committee, which reviews matters relating to valuation of
securities, best execution, brokerage costs and allocations and
new investment techniques; the Audit Committee, which reviews
accounting policies and the adequacy of internal controls and
supervises the engagement of the funds' auditors; the
Compensation, Administration and Legal Affairs Committee, which
reviews the compensation of the Trustees and their administrative
staff and supervises the engagement of the funds' independent
counsel; the Nominating Committee, which is responsible for
selecting nominees for election as Trustees and the
Closed -end Fund Committee, which is responsible for
reviewing special issues applicable to closed -end funds
such as your fund.
Each Trustee generally attends at least two formal committee
meetings during each regular meeting of the Trustees. During
1997, the average Trustee participated in approximately 40
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 Committee of Independent Trustees and the Contract Committee
typically meet on several additional occasions during the year to
carry out their responsibilities. Other Committees, including an
Executive Committee, may also meet on special occasions as the
need arises.
What are the Trustees paid for their services?
Each Trustee receives a fee for his or her services. Each
Trustee also receives fees for serving as Trustee of the other
Putnam funds. 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 Compensation
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 each
fund for fiscal 1997 and the fees paid to each Trustee by all of
the Putnam funds during calendar year 1997:
PUTNAM DIVIDEND INCOME FUND
<TABLE> <CAPTION>
COMPENSATION TABLE
<S> <C> <C> <C> <C>
Pension or Estimated Total
Aggregate retirement annual benefits compensation
compensation benefits accrued from all from all
from the as part of Putnam funds Putnam
Trustees fund(1) fund expenses upon retirement(2) funds(3)
Jameson A. Baxter $819 $196 $87,500 $176,000(4)
Hans H. Estin 810 645 87,500 175,000
John A. Hill 814 241 87,500 175,000(4)
Ronald J. Jackson 819 31 87,500 176,000(4)
Paul L. Joskow (5) 87,500 25,500
Elizabeth T. Kennan 810 420 87,500 174,000
Lawrence J. Lasser 803 315 87,500 172,000
John H. Mullin, III (5) 87,500 25,500
Robert E. Patterson 828 193 87,500 176,000
Donald S. Perkins 819 702 87,500 176,000
William F. Pounds (6) 853 660 98,000 201,000
George Putnam 815 740 87,500 175,000
George Putnam, III 811 127 87,500 174,000
A.J.C. Smith 794 432 87,500 170,000
W. Thomas Stephens(7) 87,500 53,000(4)
W. Nicholas Thorndike 825 604 87,500 176,000
(1) Includes an annual retainer and an attendance fee for each meeting attended.
(2) Assumes that each Trustee retires at the normal retirement date. Estimated benefits for
each Trustee are based on Trustee fee rates in effect during calendar 1997.
(3) As of December 31, 1997, there were 101 funds in the Putnam family.
(4) Includes compensation deferred pursuant to a Trustee Compensation Deferral Plan.
(5) Elected as a Trustee in November 1997.
(6) Includes additional compensation for service as Vice Chairman of the Putnam funds.
(7) Elected as a Trustee in September 1997.
</TABLE>
PUTNAM HIGH INCOME CONVERTIBLE AND BOND FUND
<TABLE> <CAPTION>
COMPENSATION TABLE
<S> <C> <C> <C> <C>
Pension or Estimated Total
Aggregate retirement annual benefits compensation
compensation benefits accrued from all from all
from the as part of Putnam funds Putnam
Trustees fund(1) fund expenses upon retirement(2) funds(3)
Jameson A. Baxter $788 $220 $87,500 $176,000(4)
Hans H. Estin 779 706 87,500 175,000
John A. Hill 784 264 87,500 175,000(4)
Ronald J. Jackson 788 40 87,500 176,000(4)
Paul L. Joskow (5) 87,500 25,500
Elizabeth T. Kennan 780 453 87,500 174,000
Lawrence J. Lasser 772 340 87,500 172,000
John H. Mullin, III (5) 87,500 25,500
Robert E. Patterson 792 212 87,500 176,000
Donald S. Perkins 788 768 87,500 176,000
William F. Pounds (6) 812 728 98,000 201,000
George Putnam 784 810 87,500 175,000
George Putnam, III 780 139 87,500 174,000
A.J.C. Smith 764 473 87,500 170,000
W. Thomas Stephens(7) 87,500 53,000(4)
W. Nicholas Thorndike 791 651 87,500 176,000
(1) Includes an annual retainer and an attendance fee for each meeting attended.
(2) Assumes that each Trustee retires at the normal retirement date. Estimated benefits for
each Trustee are based on Trustee fee rates in effect during calendar 1997.
(3) As of December 31, 1997, there were 101 funds in the Putnam family.
(4) Includes compensation deferred pursuant to a Trustee Compensation Deferral Plan.
(5) Elected as a Trustee in November 1997.
(6) Includes additional compensation for service as Vice Chairman of the Putnam funds.
(7) Elected as a Trustee in September 1997.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 is also available under the Plan
which 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.
</TABLE>
The Plan Administrator (a committee comprised of Trustees that
are not "interested persons" of the fund, 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 to receive had
he or she retired immediately prior to such termination or
amendment.
For additional information about your fund, including further
information about its Trustees and officers, please see "Further
Information About Your Fund," on page 30.
Putnam Investments
Putnam Investment Management, Inc. and its affiliate, Putnam
Fiduciary Trust Company, your fund's investor servicing agent and
custodian, are wholly owned by Putnam Investments, Inc., One Post
Office Square, Boston, Massachusetts 02109, a holding company
that is in turn owned by Marsh & McLennan Companies, Inc., which
has executive offices at 1166 Avenue of the Americas, New York,
New York 10036. Marsh & McLennan Companies, Inc. and its
operating subsidiaries are professional services firms with
insurance and reinsurance brokerage, consulting, and investment
management businesses.
2. RATIFICATION OF INDEPENDENT AUDITORS
Coopers & Lybrand L.L.P., One Post Office Square, Boston,
Massachusetts 02109, independent accountants, has been selected
by the Trustees as the independent auditors of Putnam Dividend
Income Fund for its current fiscal year.
Price Waterhouse LLP, 160 Federal Street, Boston, Massachusetts
02110, independent accountants, has been selected by the Trustees
as the independent auditors of Putnam High Income Convertible and
Bond Fund for its current fiscal year.
Among the country's preeminent accounting firms, these firms
together also serve as the auditors for all of the other funds in
the Putnam family. Each 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 each of the independent auditors is expected to
be present at the meeting to make statements and to respond to
appropriate questions.
In November, 1997 the partners of Coopers & Lybrand L.L.P. and
Price Waterhouse LLP voted to approve the merger of their
practices worldwide. Coopers & Lybrand L.L.P. and Price
Waterhouse LLP expect the merger, which is subject to approval by
the regulators, to become effective in mid 1998.
A majority of the votes on the matter is necessary to ratify the
selection of auditors. Voting by one fund does not affect the
other fund.
3.
AMENDING YOUR FUND'S FUNDAMENTAL INVESTMENT RESTRICTION WITH
RESPECT TO MAKING LOANS.
The Trustees are recommending that your fund's fundamental
investment restriction with respect to making loans be revised to
reflect the standard restriction expected to be used by other
Putnam funds and to clarify that the fund is permitted to
participate in a proposed "interfund lending program". The
current restriction of each fund states that the fund may not:
"Make loans, except by purchase of debt obligations in which
the fund may invest consistent with its investment policies,
by entering into repurchase agreements, or by lending its
portfolio securities."
The proposed fundamental investment restriction for your fund is
set forth below.
"The fund may not ...
Make loans, except by purchase of debt obligations in which
the fund may invest consistent with its investment policies
(including without limitation debt obligations issued by
other Putnam funds), by entering into repurchase agreements,
or by lending its portfolio securities."
If the proposal is approved, your fund would be able to
participate in an interfund lending program that would
allow the fund, through a master loan agreement, from time to
time to lend available cash to other Putnam funds to meet such
funds' temporary or emergency borrowing needs. By the terms of
the program, a borrowing fund would be obligated to repay a
lending fund. As such, the lending fund could be viewed in such
a circumstance as effectively "purchasing" a debt obligation of
such a borrowing fund. A fund would only make loans under the
program if it could receive an interest rate higher than those
available for repurchase agreements. There is a risk that a fund
could experience a delay in obtaining prompt repayment of a loan
and, unlike repurchase agreements, a fund would not necessarily
have received collateral for its loan. A delay in obtaining
prompt payment could cause a fund to miss an investment
opportunity or to incur costs to borrow money to replace the
delayed
payment.
Since the Putnam funds may be considered affiliated parties,
interfund lending may be prohibited by the Investment
Company Act of 1940 and would be implemented only upon receipt of
an exemptive order of the Securities and Exchange Commission.
Required Vote. Approval of this proposal requires the
affirmative vote of the lesser of (1) more than 50% of the
outstanding shares of the fund, or (2) 67% or more of the shares
of the fund present at the meeting if more than 50% of the
outstanding shares of the fund are present at the meeting in
person or by proxy. Voting by one fund does not affect
the other fund.
Further Information About Voting and the Meeting
Quorum and Methods of Tabulation. The shareholders of each fund
vote separately with respect to each proposal. In the case of
each fund, a majority of the shares entitled to vote -- present
in person or represented by proxy -- constitutes a quorum for the
transaction of business with respect to any proposal at the
meeting (unless otherwise noted in the proxy statement). 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. 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 the proposals for purposes of determining whether
sufficient affirmative votes have been cast. With respect to the
election of Trustees and selection of auditors, neither
abstentions nor broker non-votes have any effect on the outcome
of the proposal. With respect to the proposal to amend the
fund's fundamental investment restriction with respect to making
loans, abstentions and broker non-votes have the effect of a
negative vote on the proposal.
Other business. The Trustees know of no other business to be
brought before the meeting. However, if any other matters
properly come before the meeting, it is their intention that
proxies that do not contain specific restrictions to the contrary
will be voted on such matters in accordance with the judgment of
the persons named as proxies in the enclosed form of proxy.
Simultaneous meetings. The meeting of shareholders of both funds
are called to be held at the same time. It is anticipated that
the 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 Mutual Funds may
solicit proxies in person or by telephone. Your fund may also
arrange to have votes recorded by telephone. The telephone
voting procedure is designed to authenticate shareholders'
identities, to allow shareholders 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 Investments 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 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.
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. Each fund has retained at
its expense D. F. King & Co., Inc., 77 Water Street, New York,
New York 10005, to aid in the solicitation of instructions for
registered and nominee accounts, for a fee not to exceed
$4,750 plus reasonable out -of -pocket expenses for
mailing and phone costs.
Revocation of proxies. Proxies, including proxies given by
telephone, may be revoked at any time before they are voted by a
written revocation received by the Clerk of your fund, by
properly executing a later-dated proxy or by attending the
meeting and voting in person.
Date for receipt of shareholders' proposals for the next annual
meeting. It is anticipated that each fund's next annual meeting
of shareholders will be held in June 1999. Shareholder proposals
must be received by your fund before November 23, 1998,
to be included in your fund's proxy statement for the next annual
meeting.
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 with respect to those proposals.
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 which
they are entitled to vote in favor of such proposals. They will
vote against adjournment those proxies required to be voted
against such 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, 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.
Further Information About 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.
Audit and Nominating Committees. The voting members of the Audit
Committee of your fund include only Trustees who are not
"interested persons" of the fund by reason of any affiliation
with Putnam Investments and its affiliates. The Audit Committee
currently consists of Messrs. Estin (Chairman), Jackson, Perkins
(without vote), Putnam, III (without vote), Smith (without vote),
and Ms. Kennan. The Nominating Committee consists only of
Trustees who are not "interested persons" of your fund or Putnam
Management. The Nominating Committee currently consists of Dr.
Pounds and Ms. Kennan (Co-chairpersons), Ms. Baxter, and Messrs.
Estin, Hill, Jackson, Joskow, Mullin, Patterson, Stephens and
Thorndike.
Officers and other information. In addition to George Putnam and
Lawrence J. Lasser, the officers of each fund are as follows:
Putnam Dividend Income Fund
Year first
elected to
Name (age) Office office
- -----------------------------------------------------------------
Charles E. Porter (59) Executive Vice President 1989
Patricia C. Flaherty (51) Senior Vice President 1993
John D. Hughes (63) Senior Vice President
& Treasurer 1989
Gordon H. Silver (50) Vice President 1990
Ian C. Ferguson (40) Vice President 1997
Brett C. Browchuk (35) Vice President 1994
Thomas V. Reilly (51) Vice President 1993
Jeanne L. Mockard* (34) Vice President 1993
William N. Shiebler** (56)Vice President 1991
John R. Verani (58) Vice President 1989
Beverly Marcus (53) Clerk 1989
- -----------------------------------------------------------------
* The fund's portfolio manager
** President of Putnam Mutual Funds
Putnam High Income Convertible and Bond Fund
Year first
elected to
Name (age) Office office
- -----------------------------------------------------------------
Charles E. Porter (59) Executive Vice President 1989
Patricia C. Flaherty (51) Senior Vice President 1993
John D. Hughes (63)Senior Vice President
& Treasurer 1987
Gordon H. Silver (50) Vice President 1990
Ian C. Ferguson (40) Vice President 1997
Brett C. Browchuk (35) Vice President 1994
Thomas V. Reilly (51) Vice President 1987
Edward H. D'Alelio (45) Vice President
1987
Charles S. Pohl* (37) Vice President 1993
Jennifer E. Leichter* (37) Vice President 1993
William N. Shiebler** (56)Vice President 1991
John R. Verani (58) Vice President
1987
Beverly Marcus (53) Clerk 1987
- -----------------------------------------------------------------
* The fund's portfolio managers
** President of Putnam Mutual Funds
All of the officers of your fund 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., Messrs. Putnam, Putnam, III,
Lasser and Smith (nominees for Trustees of your fund), as well as
the officers of your fund, will benefit from the management fees,
custodian fees, and investor servicing fees paid or allowed by
the fund.
Assets and shares outstanding of your fund
as of February 27, 1998
Net assets:
Putnam Dividend Income Fund $127,715,474
Putnam High Income Convertible and Bond Fund $134,650,883
Shares outstanding and authorized
to vote:
Putnam Dividend Income Fund 10,821,255
Putnam High Income Convertible and Bond Fund 13,466,761
5% beneficial ownership:
Putnam Dividend Income Fund
The Commerce Group, Inc. 2,634,700 shares
211 Main Street, Webster, MA 01570 or 24.3%
Putnam High Income Convertible and Bond Fund None
PUTNAMINVESTMENTS
The Putnam Funds
One Post Office Square
Boston, Massachusetts 02109
Toll free 1-800-225-1581
PUTNAMINVESTMENTS Logo
This is your PROXY CARD.
Please vote this proxy, sign it below, and return it promptly in
the envelope provided. Your vote is important.
PUTNAM DIVIDEND INCOME FUND
Proxy for a meeting of shareholders to be held on June 4, 1998
for Putnam Dividend Income Fund.
This proxy is solicited on behalf of the Trustees of the fund.
The undersigned shareholder hereby appoints George Putnam, Hans
H. Estin, and Robert E. Patterson, and each of them separately,
Proxies, with power of substitution, and hereby authorizes them
to represent and to vote, as designated below, at the meeting of
shareholders of Putnam Dividend Income on June 4, 1998, at 2:00
p.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.
If you complete and sign the proxy, we'll vote it exactly as you
tell us. If you simply sign the proxy, it will be voted FOR
fixing the number of Trustees and electing Trustees as set forth
in Proposal 1 and FOR each of the other Proposals. In their
discretion, the Proxies will also be authorized to vote upon such
other matters that may properly come before the meeting.
Note: If you have questions on any of the Proposals, please
call 1-800-225-1581.
PLEASE BE SURE TO SIGN AND DATE THIS PROXY.
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.
DEAR SHAREHOLDER:
Your vote is important. Please help us to eliminate the expense
of follow-up mailings by signing and returning this proxy as soon
as possible. A postage-paid envelope is enclosed for your
convenience.
THANK YOU!
THE TRUSTEES RECOMMEND A VOTE FOR FIXING THE NUMBER OF TRUSTEES
AND ELECTING ALL OF THE NOMINEES FOR TRUSTEES AND FOR THE OTHER
PROPOSALS LISTED BELOW:
Please vote by filling in the appropriate boxes below.
1. Proposal to elect Trustees
The nominees for Trustees are: J.A. Baxter, H.H. Estin, J.A.
Hill, R.J. Jackson, P.L. Joskow, E.T. Kennan, L.J. Lasser,
J.H. Mullin, R.E. Patterson, D.S. Perkins, W.F. Pounds, G.
Putnam, G. Putnam, III, A.J.C. Smith, W.T. Stephens and W.N.
Thorndike.
/ / FOR fixing the number of Trustees and electing all the
nominees (except as marked to the contrary below)
To withhold authority to vote for one or more of the
nominees, write the names of the nominee(s) below:
-----------------------------------------------------
-------
/ / WITHHOLD authority to vote for all nominees
FOR AGAINST ABSTAIN
2. Proposal to ratify / / / / / /
the selection of
Coopers & Lybrand L.L.P.
as the independent auditors
of your fund.
3. Approve an amendment / / / / / /
to the fund's funda -
mental investment
restriction with
respect to making loans.
----------------------------------------------------------
- -------
Shareholder sign here Date
----------------------------------------------------------
- -------
Co-owner sign here Date
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 ballot and return it with your signed
proxy in the enclosed envelope.
Street
----------------------------------------------------------
- -------
City State Zip
----------------------------------------------------------
- -------
Telephone
----------------------------------------------------------
- -------
DO YOU HAVE ANY COMMENTS?
----------------------------------------------------------
- -------
----------------------------------------------------------
- -------
----------------------------------------------------------
- -------
PUTNAMINVESTMENTS Logo
This is your PROXY CARD.
Please vote this proxy, sign it below, and return it promptly in
the envelope provided. Your vote is important.
PUTNAM HIGH INCOME CONVERTIBLE AND BOND FUND
Proxy for a meeting of shareholders to be held on June 4, 1998
for Putnam High Income Convertible and Bond Fund.
This proxy is solicited on behalf of the Trustees of the fund.
The undersigned shareholder hereby appoints George Putnam, Hans
H. Estin, and Robert E. Patterson, and each of them separately,
Proxies, with power of substitution, and hereby authorizes them
to represent and to vote, as designated below, at the meeting of
shareholders of Putnam High Income Convertible and Bond Fund on
June 4, 1998, at 2:00 p.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.
If you complete and sign the proxy, we'll vote it exactly as you
tell us. If you simply sign the proxy, it will be voted FOR
fixing the number of Trustees and electing Trustees as set forth
in Proposal 1 and FOR each of the other Proposals. In their
discretion, the Proxies will also be authorized to vote upon such
other matters that may properly come before the meeting.
Note: If you have questions on any of the Proposals, please
call 1-800-225-1581.
PLEASE BE SURE TO SIGN AND DATE THIS PROXY.
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.
DEAR SHAREHOLDER:
Your vote is important. Please help us to eliminate the expense
of follow-up mailings by signing and returning this proxy as soon
as possible. A postage-paid envelope is enclosed for your
convenience.
THANK YOU!
THE TRUSTEES RECOMMEND A VOTE FOR FIXING THE NUMBER OF TRUSTEES
AND ELECTING ALL OF THE NOMINEES FOR TRUSTEES AND FOR THE OTHER
PROPOSALS LISTED BELOW:
Please vote by filling in the appropriate boxes below.
1. Proposal to elect Trustees
The nominees for Trustees are: J.A. Baxter, H.H. Estin, J.A.
Hill, R.J. Jackson, P.L. Joskow, E.T. Kennan, L.J. Lasser,
J.H. Mullin, R.E. Patterson, D.S. Perkins, W.F. Pounds, G.
Putnam, G. Putnam, III, A.J.C. Smith, W.T. Stephens and W.N.
Thorndike.
/ / FOR fixing the number of Trustees and electing all the
nominees (except as marked to the contrary below)
To withhold authority to vote for one or more of the
nominees, write the name of the nominee(s) below:
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/ / WITHHOLD authority to vote for all nominees
FOR AGAINST ABSTAIN
2. Proposal to ratify / / / / / /
the selection of
Price Waterhouse LLP
as the independent auditors
of your fund.
3. Approve an amendment / / / / / /
to the fund's funda -
mental investment
restriction with
respect to making loans.
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Shareholder sign here Date
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Co-owner sign here Date
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 ballot and return it with your signed
proxy in the enclosed envelope.
Street
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DO YOU HAVE ANY COMMENTS?
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