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
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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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/ / Definitive Proxy Statement
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/ X / 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
<PAGE>
(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:
<PAGE>
Vote-By-Phone Solicitation Script for
Putnam Dividend Income Fund
Putnam High Income Convertible and Bond Fund
This script provides information to the shareholder and solicits
their vote by phone, to be confirmed by written confirmation.
Good Morning/ Afternoon/ Evening. May I please speak with (name
of shareholder)? I am representing Putnam Investments in Boston.
I am calling in connection with the upcoming shareholder meeting
for [Putnam Dividend Income Fund/ Putnam High Income Convertible
and Bond Fund] for which you recently received a proxy statement
requesting your vote.
To verify that I am speaking with the shareholder of record, may
I confirm that you are (name of shareholder or record) and that
your address of record is (address of record)?
(If the person is unwilling to confirm this information, thank
them for their time and terminate the call.)
We noted that we have not yet received your proxy card. Do you
have any questions regarding the proposals being represented at
the meeting that I can clarify for you?
(If there are questions regarding the proposal, please refer to
the proxy statement.)
Would you like to vote by phone?
(If not, ask the shareholder if they would like another proxy
card, thank them for their time and terminate the call. If so,
proceed as follows:)
Page 28 of the proxy statement that you received describes our
procedures for voting your shares by telephone.
I will now paraphrase the proxy card so that you can provide us
with your voting instructions. The proxy card generally states
the following:
By authorizing your shares to be voted at the meeting you are
approving George Putnam, Hans H. Estin, and Robert E. Patterson,
and each of them separately, as proxies, with power of
substitution, and are authorizing them to represent and vote your
shares, at the meeting of shareholders of [Putnam Dividend Income
Fund/Putnam High Income Convertible and Bond Fund] on June 4,
1998, at 2:00 p.m., Boston time, and at any adjournments thereof.
When properly authorized, the proxy will be voted in the manner
directed by the shareholder. In their discretion, the proxies are
authorized to vote upon such other matters as may properly come
before the meeting.
The proxy card requests your vote on the following proposals, for
which the Trustees are recommending voting in favor.
Proposal 1 is to
Fix the number of Trustees at sixteen and elect the
following Trustees: 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.
How would you like to vote on this proposal?
Would you like to fix the number of Trustees at sixteen and
vote for all nominees, withhold authority to vote for
certain of the nominees, or withhold authority to vote for
all nominees? You may also vote for some nominees while
voting against others. If you would like to withhold
authority to vote for certain of the nominees, please state
those nominees' names now.
Proposal 2 is to
Putnam Dividend Income Fund
Ratify the selection of Coopers and Lybrand L.L.P. as
independent auditors of your fund?
Putnam High Income Convertible and Bond Fund
Ratify the selection of Price Waterhouse LLP as independent
auditors of your fund?
How would you like to vote on this proposal?
Would you like to vote for the proposal, against the
proposal, or would you like to abstain from voting on this
proposal?
Proposal 3 is to
Approve an amendment to the fund's fundamental investment
restriction with respect to making loans?
How would you like to vote on this proposal?
Would you like to vote for the proposal, against the
proposal, or would you like to abstain from voting on this
proposal?
Thank you.
I will now repeat your instructions:
You voted: (For fixing the number of Trustees at sixteen
and for all nominees for Trustee, for no
nominee for Trustee, for all nominees for
Trustee except for the following...)
(For, Against, Abstained from) (list all
other proposals)
Is this correct?
Thank you. We will be sending you a written confirmation of your
vote. Please call us if the information on the confirmation is
incorrect.
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