SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
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))
/ x / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / 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
PUTNAM MASTER INTERMEDIATE INCOME TRUST
PUTNAM PREMIER INCOME TRUST
(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:
IMPORTANT INFORMATION
FOR SHAREHOLDERS IN
PUTNAM DIVIDEND INCOME FUND
PUTNAM HIGH INCOME CONVERTIBLE AND BOND FUND
PUTNAM MASTER INTERMEDIATE INCOME TRUST
PUTNAM PREMIER INCOME TRUST
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 4.
We urge you to spend a couple of minutes with the proxy statement, and
either fill out your proxy card, and return it to us via the mail, or
record your voting instructions via the Internet. 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.
[LOGO OMITTED: BOSTON* LONDON* TOKYO]
Table of contents
A Message from the Chairman 1
Notice of Shareholder Meeting 2
Trustees' Recommendations 4
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
advisor.
A Message from the Chairman
[GRAPHIC OMITTED: PHOTO OF GEORGE PUTNAM]
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 either filling out and signing the enclosed proxy card or by voting
via the Internet. Instructions are listed at the top of your proxy
card. We are asking for your vote on the following matters: (1) fixing
the number of Trustees and electing your fund's Trustees; and (2)
ratifying the selection of your fund's independent auditors.
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 vote on the
Internet or 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 advisor or call
a Putnam customer service representative at 1-800-225-1581.
After more than 30 years as Chairman of the Trustees and President of
the Putnam Funds, I have reached our retirement age and will not be a
nominee for Trustee at your fund's meeting. I will become Chairman
Emeritus, remain a shareholder, and stay in close touch with each
fund. It has been my privilege to serve you.
Sincerely yours,
/S/GEORGE PUTNAM
George Putnam, Chairman
PUTNAM DIVIDEND INCOME FUND
PUTNAM HIGH INCOME CONVERTIBLE AND
BOND FUND
PUTNAM MASTER INTERMEDIATE INCOME TRUST
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 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, Putnam High Income
Convertible and 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
1, 2000 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 6.
2. Ratifying the selection by the Trustees of the independent
auditors of your fund for its current fiscal year. See page 25.
3. Transacting any other business as may properly come
before the meeting.
By the Trustees
George Putnam, Chairman
John A. Hill, Vice Chairman
William F. Pounds, Vice Chairman
Jameson A. Baxter John H. Mullin, III
Hans H. Estin Robert E. Patterson
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 OR RECORD YOUR VOTING INSTRUCTIONS VIA
THE INTERNET SO YOU WILL BE REPRESENTED AT THE MEETING.
March 30, 2000
Proxy Statement
* This document will give you the information you need to vote on the
matters listed on the previous pages. 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 advisor.
* Who is asking for your vote?
The enclosed proxy is solicited by the Trustees of Putnam Dividend
Income Fund, Putnam High Income Convertible and 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 1, 2000, and, if your fund's meeting is adjourned, at any later
meetings, for the purposes stated in the Notice of Annual Meeting (see
previous pages).
* 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 as proposed and the election of
all nominees; and
2. For ratifying the selection of independent auditors of your fund as
indicated below:
PricewaterhouseCoopers LLP
Putnam Dividend Income Fund
Putnam High Income Convertible and Bond Fund
Putnam Master Intermediate Income Trust
KPMG LLP
Putnam Premier Income Trust
* Who is eligible to vote?
Shareholders of record at the close of business on March 17, 2000 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 on or about March 30, 2000 to shareholders
entitled to vote.
Each share is entitled to one vote. Shares represented by duly
executed proxies 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 each
proposal. 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
recommends that the number of Trustees be fixed at thirteen 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 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, Inc., your
fund's investment manager ("Putnam Management").
[GRAPHIC OMITTED: PHOTO OF JAMESON ADKINS BAXTER]
* Jameson Adkins Baxter
Ms. Baxter, age 56, is the President of Baxter Associates, Inc., a
management consulting and private investment firm that 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,
Ryerson Tull 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; Member of the Board of Governors
of Good Shepherd Hospital; and Chair of the National Center for
Non-profit Boards. Ms. Baxter is a graduate of Mount Holyoke College.
Nominees for Trustees
[GRAPHIC OMITTED: PHOTO OF HANS H. ESTIN]
* Hans H. Estin
Mr. Estin, age 71, is a Chartered Financial Analyst and the Vice
Chairman of North American Management Corp., a registered investment
advisor serving individual clients and their families. Mr. Estin
currently also serves as a Corporation Member of The Schepens Eye
Research Institute and as 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.
[GRAPHIC OMITTED: PHOTO OF JOHN A. HILL]
* John A. Hill
Mr. Hill, age 58, is a Vice Chairman of the Trustees and has been
elected to serve as Chairman as of July 1, 2000. He is the
Vice-Chairman and Managing Director of First Reserve Corporation, a
registered investment advisor 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 Santa Fe Snyder
Corporation, an exploration and production company, TransMontaingne
Oil Company, a refined oil product pipeline and distribution company
and various private companies controlled by First Reserve Corporation.
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.
[GRAPHIC OMITTED: PHOTO OF RONALD J. JACKSON]
* Ronald J. Jackson
Mr. Jackson, age 56, retired as Chairman of the Board, President and
Chief Executive Officer of Fisher-Price, Inc., a major toy
manufacturer, in 1993, a position which he held since 1990. 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 is a graduate of Michigan
State University Business School.
[GRAPHIC OMITTED: PHOTO OF PAUL L. JOSKOW]
* Paul L. Joskow*
Dr. Joskow, age 52, is Elizabeth and James Killian Professor of
Economics and Director of the Center for Energy and Environmental
Policy Research at the Massachusetts Institute of Technology. He has
published five books and numerous articles on topics in 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.
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.
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.
[GRAPHIC OMITTED: PHOTO OF ELIZABETH T. KENNAN]
* Elizabeth T. Kennan
Dr. Kennan, age 62, is President Emeritus 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, published numerous articles, and
directed the post-doctoral programs in Patristic and Medieval Studies.
Dr. Kennan currently also serves as a Director of Bell Atlantic,
Northeast Utilities, Talbots and Cambus-Kenneth Bloodstock, a limited
liability company involved in thoroughbred horse breeding and farming.
She also serves as a Member of The Folger Shakespeare Library
Committee. She is currently active in various educational and civic
associations. Dr. Kennan is a graduate of Mount Holyoke College, the
University of Washington, and St. Hilda's College, Oxford University
and holds several honorary doctorates.
[GRAPHIC OMITTED: PHOTO OF LAWRENCE J. LASSER]
* Lawrence J. Lasser*
Mr. Lasser, age 57, is a 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. He is a
Member of the Board of Directors of the United Way of Massachusetts
Bay, a Member of the Board of Governors of the Investment Company
Institute, a Trustee of the Museum of Fine Arts, Boston, a Trustee and
Member of the Finance and Executive Committees of Beth Israel
Deaconess Medical Center, Boston, and a Member of the CareGroup Board
of Managers Investment Committee, the Council on Foreign Relations,
and the Commercial Club of Boston. Mr. Lasser is a graduate of Antioch
College and Harvard Business School.
[GRAPHIC OMITTED: PHOTO OF JOHN H. MULLIN, III]
* John H. Mullin, III
Mr. Mullin, age 58, is Chairman and CEO of Ridgeway Farm, a limited
liability company engaged in timber activities and farming. Prior to
establishing Ridgeway Farm in 1989, 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 packaging products; Alex. Brown
Realty, Inc., a real estate investment company, Carolina Power and
Light, a public utility 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.
[GRAPHIC OMITTED: PHOTO OF ROBERT E. PATTERSON]
* Robert E. Patterson
Mr. Patterson, age 55, 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 advisor 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.
[GRAPHIC OMITTED: PHOTO OF GEORGE PUTNAM, III]
* George Putnam, III*
Mr. Putnam, age 48, 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 advisor 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 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. Mr. Putnam is a graduate of Harvard
College, Harvard Business School and Harvard Law School.
[GRAPHIC OMITTED: PHOTO OF A.J.C. SMITH]
* A.J.C. Smith*
Mr. Smith, age 65, 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.; a Trustee of the Carnegie
Hall Society, the Central Park Conservancy, the Educational
Broadcasting Corporation, the Economic Club of New York and the U.S.
Chamber of Commerce; a Member of the Board of Overseers of the Joan
and Sanford I. Weill Graduate School of Medical Sciences of Cornell
University; and 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.
[GRAPHIC OMITTED: PHOTO OF W. THOMAS STEPHENS]
* W. Thomas Stephens
Mr. Stephens, age 57, was, until 1999, the President and Chief
Executive Officer of MacMillan Bloedel Limited, a forest products and
building materials company. In 1996, Mr. Stephens retired as Chairman
of the Board of Directors, President and Chief Executive Officer of
Johns Manville Corporation.
Mr. Stephens serves as a Director for Qwest Communications, a
communications company, New Century Energies, a public utility
company, TransCanada Pipelines, and Fletcher Challenge Canada, a paper
manufacturer. Mr. Stephens has B.S. and M.S. degrees from the
University of Arkansas.
[GRAPHIC OMITTED: PHOTO OF W. NICHOLAS THORNDIKE]
* W. Nicholas Thorndike
Mr. Thorndike, age 66, serves as a Director of various corporations
and charitable organizations, including 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 and Northeastern University, and an Honorary
Trustee of Massachusetts General Hospital, where he previously served
as chairman and president.
Prior to December 1988, Mr. Thorndike was the Chairman of the Board
and Managing Partner of Wellington Management Company/Thorndike,
Doran, Paine & Lewis, a registered investment advisor that 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. Lasser and Smith are deemed
"interested persons" by virtue of their positions as officers or
affiliates 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, the son of Mr. George Putnam, is also an
"interested person" of your fund, Putnam Management, and Putnam Mutual
Funds. 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 prior consulting relationship
with National Economic Research Associates, Inc. a wholly-owned
subsidiary of Marsh & McLennan Companies, Inc., which was terminated
as of August 31, 1998. The balance of the nominees are not "interested
persons."
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.
All the nominees were elected by the shareholders in June 1999. The 13
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 13 for your fund.
The address for each of the current Trustees and each of the nominees is
One Post Office Square, Boston, Massachusetts 02109.
* 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 114 Putnam funds based on their
own investment needs. The Trustees' aggregate investments in the
Putnam funds total over $98 million. The table below lists each
Trustee's current investments in each 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
Number of shares owned as of March 8, 2000 of:
All
Year first Putnam Putnam High
elected as funds Putnam Income Putnam
Trustee of (including Dividend Convertible Master Putnam
the Putnam notional Income and Bond Intermediate Premier
Trustees funds shares) (1)(2) Fund Fund Income Trust Income Trust
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Jameson A. Baxter 1994 145,936 134 138 257 134
Hans H. Estin 1972 35,587 220 975 1,646 896
John A. Hill 1985 235,163 100 32,100 196 100
Ronald J. Jackson 1996 153,124 200 (3) 200 (3) 391 (3) 200 (3)
Paul L. Joskow 1997 49,799 100 100 100 100
Elizabeth T. Kennan 1992 27,088 179 (4) 175 (4) 312 (4) 161 (4)
Lawrence J. Lasser 1992 499,860 100 100 196 100
John H. Mullin, III 1997 69,846 100 100 100 100
Robert E. Patterson 1984 83,491 300 616 587 500
William F. Pounds 1971 329,629 0 0 0 0
George Putnam 1957 1,873,778 2,209 1,000 4,135 3,151
George Putnam, III 1984 934,187 300 500 978 500
A.J.C. Smith 1986 63,018 200 (5) 200 (5) 391 (5) 200 (5)
W. Thomas Stephens 1997 138,365 100 100 100 100
W. Nicholas Thorndike 1992 103,467 199 219 391 204
(1)Notional shares represent economic interests in a fund granted pursuant to the
terms of the Trustee Compensation Deferral Plan. They do not have any voting
power. None of the Trustees held notional shares in any of the four closed end
funds listed above.
(2)These holdings do not include shares of Putnam money market funds.
(3)Mr. Jackson has shared investment power and shared voting power with respect to
such shares.
(4)Dr. 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.
</TABLE>
As of March 8, 2000, the Trustees and officers of Putnam Dividend Income
Fund, Putnam High Income Convertible and Bond Fund, Putnam Master Intermediate
Income Trust and Putnam Premier Income Trust owned a total of 4,441, 36,520,
9,780, and 6,446 shares, respectively, of each fund, comprising less than 1%
of the outstanding shares of each 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 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 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 Contract Committee, which reviews all the
contractual arrangements with Putnam Management and its affiliates;
the Communication, Service and Marketing Committee, which reviews the
quality of services provided by your fund's investor servicing agent
and custodian; the Brokerage and Custody Committee, which reviews
matters relating to custody of securities, best execution, brokerage
costs and allocations and new investment techniques; the Audit
Committee, which reviews the funds' accounting policies and the
adequacy of internal controls and supervises the engagement of the
funds' auditors; the Board Policy and Nominating Committee, which is
composed of non-interested Trustees and which reviews the compensation
of the Trustees and their administrative staff, supervises the
engagement of the funds' independent counsel and selects nominees for
election as Trustees; the Closed-end Funds and Variable Trust
Committee, which is responsible for reviewing special issues
applicable to closed-end funds such as your fund, and the Pricing
Committee, which reviews procedures for the valuation of securities.
Each Trustee generally attends at least two formal committee meetings
during each regular meeting of the Trustees. During 1999, 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 Contract Committee typically meets on several additional
occasions during the year to carry out its 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 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. 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 each fund for its most recent fiscal year and the fees paid
to each Trustee by all of the Putnam funds during calendar year 1999:
<TABLE>
<CAPTION>
PUTNAM DIVIDEND INCOME FUND
Compensation Table
Estimated
Pension or annual
retirement benefits
benefits from all
Aggregate accrued as Putnam Total
compensation part of funds compensation
from the fund upon from all
Trustee fund (1) expenses retirement (2) Putnam funds (3)
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Jameson A. Baxter $634 $150 $ 95,000 $191,000 (4)
Hans H. Estin 630 316 95,000 190,000
John A. Hill (5) 686 138 115,000 239,750 (4)
Ronald J. Jackson 642 120 95,000 193,500 (4)
Paul L. Joskow 634 31 95,000 191,000 (4)
Elizabeth T. Kennan 630 184 95,000 190,000
Lawrence J. Lasser 630 139 95,000 189,000
John H. Mullin, III 650 46 95,000 196,000 (4)
Robert E. Patterson 631 100 95,000 190,250
William F. Pounds (5) 657 353 115,000 231,000
George Putnam 630 342 95,000 190,000
George Putnam, III 630 67 95,000 190,000
A.J.C. Smith 623 219 95,000 188,000
W. Thomas Stephens 619 43 95,000 188,000 (4)
W. Nicholas Thorndike 630 260 95,000 190,000
(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 1999.
(3)As of December 31, 1999, there were 114 funds in the Putnam family.
(4)Includes compensation deferred pursuant to a Trustee Compensation
Deferral Plan.
(5)Includes additional compensation for service as Vice Chairman of
the Putnam funds. Dr. Pounds will retire from the Board of Trustees
effective June 30, 2000.
</TABLE>
<TABLE>
<CAPTION>
PUTNAM HIGH INCOME CONVERTIBLE
AND BOND FUND
Compensation Table
Estimated
Pension or annual
retirement benefits
benefits from all
Aggregate accrued as Putnam Total
compensation part of funds compensation
from the fund upon from all
Trustee fund (1) expenses retirement (2) Putnam funds (3)
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Jameson A. Baxter $649 $146 $ 95,000 $191,000 (4)
Hans H. Estin 646 320 95,000 190,000
John A. Hill (5) 700 146 115,000 239,750 (4)
Ronald J. Jackson 658 131 95,000 193,500 (4)
Paul L. Joskow 649 37 95,000 191,000 (4)
Elizabeth T. Kennan 646 190 95,000 190,000
Lawrence J. Lasser 644 144 95,000 189,000
John H. Mullin, III 666 55 95,000 196,000 (4)
Robert E. Patterson 647 103 95,000 190,250
William F. Pounds (5) 670 358 115,000 231,000
George Putnam 646 340 95,000 190,000
George Putnam, III 646 69 95,000 190,000
A.J.C. Smith 638 224 95,000 188,000
W. Thomas Stephens 636 52 95,000 188,000 (4)
W. Nicholas Thorndike 646 269 95,000 190,000
(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 1999.
(3)As of December 31, 1999, there were 114 funds in the Putnam family.
(4)Includes compensation deferred pursuant to a Trustee Compensation
Deferral Plan.
(5)Includes additional compensation for service as Vice Chairman of
the Putnam funds. Dr. Pounds will retire from the Board of Trustees
effective June 30, 2000.
</TABLE>
<TABLE>
<CAPTION>
PUTNAM MASTER INTERMEDIATE INCOME TRUST
Compensation Table
Estimated
Pension or annual
retirement benefits
benefits from all
Aggregate accrued as Putnam Total
compensation part of funds compensation
from the fund upon from all
Trustee fund (1) expenses retirement (2) Putnam funds (3)
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Jameson A. Baxter $1,008 $256 $ 95,000 $191,000 (4)
Hans H. Estin 1,002 559 95,000 190,000
John A. Hill (4)(5) 1,165 254 115,000 239,750
Ronald J. Jackson (4) 1,009 227 95,000 193,500
Paul L. Joskow (4) 1,008 63 95,000 191,000
Elizabeth T. Kennan 1,002 331 95,000 190,000
Lawrence J. Lasser 996 251 95,000 189,000
John H. Mullin, III (4) 1,019 95 95,000 196,000
Robert E. Patterson 996 180 95,000 190,250
William F. Pounds (5) 1,135 625 115,000 231,000
George Putnam 1,002 596 95,000 190,000
George Putnam, III 1,002 121 95,000 190,000
A.J.C. Smith 990 391 95,000 188,000
W. Thomas Stephens (4) 990 89 95,000 188,000
W. Nicholas Thorndike 1,002 468 95,000 190,000
(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 1999.
(3)As of December 31, 1999, there were 114 funds in the Putnam family.
(4)Includes compensation deferred pursuant to a Trustee Compensation
Deferral Plan. The total amounts of deferred compensation payable
by the fund to Messrs. Hill, Jackson, Joskow, Mullin and Stephens
as of September 30, 1999 were $7,427, $4,131, $1,048, $1,595, and
$1,835, respectively, including income earned on such amounts.
(5)Includes additional compensation for service as Vice Chairman of
the Putnam funds. Dr. Pounds will retire from the Board of Trustees
effective June 30, 2000.
</TABLE>
<TABLE>
<CAPTION>
PUTNAM PREMIER INCOME TRUST
Compensation Table
Estimated
Pension or annual
retirement benefits
benefits from all
Aggregate accrued as Putnam Total
compensation part of funds compensation
from the fund upon from all
Trustee fund (1) expenses retirement (2) Putnam funds (3)
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Jameson A. Baxter $1,227 $330 $ 95,000 $191,000 (4)
Hans H. Estin 1,218 619 95,000 190,000
John A. Hill (4)(5) 1,495 232 115,000 239,750
Ronald J. Jackson (4) 1,243 180 95,000 193,500
Paul L. Joskow (4) 1,227 27 95,000 191,000
Elizabeth T. Kennan 1,218 337 95,000 190,000
Lawrence J. Lasser 1,213 252 95,000 189,000
John H. Mullin, III (4) 1,260 41 95,000 196,000
Robert E. Patterson 1,224 186 95,000 190,250
William F. Pounds (5) 1,434 696 115,000 231,000
George Putnam 1,218 708 95,000 190,000
George Putnam, III 1,218 122 95,000 190,000
A.J.C. Smith 1,202 417 95,000 188,000
W. Thomas Stephens (4) 1,196 38 95,000 188,000
W. Nicholas Thorndike 1,218 483 95,000 190,000
(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 1999.
(3)As of December 31, 1999, there were 114 funds in the Putnam family.
(4)Includes compensation deferred pursuant to a Trustee Compensation
Deferral Plan. The total amounts of deferred compensation payable
by the fund to Messrs. Hill, Jackson, Joskow, Mullin and Stephens
as of July 31, 1999 were $12,095, $5,347, $1,292, $1,981 and
$2,695, respectively, including income earned on such amounts.
(5)Includes additional compensation for service as Vice Chairman of
the Putnam funds. Dr. Pounds will retire from the Board of Trustees
effective June 30, 2000.
</TABLE>
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.
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 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 "Fund
Information," on page 32.
2a. RATIFICATION OF INDEPENDENT AUDITORS
(To be voted on by shareholders of all funds except
Putnam Premier Income Trust)
PricewaterhouseCoopers LLP, 160 Federal Street, Boston, Massachusetts
02110, independent accountants, has been selected by the Trustees as
the independent auditors of your fund for the current fiscal year.
Among the country's preeminent accounting firms, this firm also serves
as the auditor for 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 majority of the votes on the matter is necessary to ratify the
selection of auditors. The outcome of a vote affecting one fund does
not affect any other fund. A representative of the independent
auditors is expected to be present at the meeting to make statements
and to respond to appropriate questions.
2b. RATIFICATION OF INDEPENDENT AUDITORS
(To be voted on by shareholders of Putnam Premier
Income Trust only)
KPMG LLP, 99 High Street, Boston, Massachusetts 02110, independent
accountants, has been selected by the Trustees as the independent
auditors of your fund for the current fiscal year. The Audit Committee
of the Board of Trustees unanimously approved the selection of KPMG in
June of 1999, and the Trustees unanimously approved such selection in
July 1999. Among the country's preeminent accounting firms, this firm
also serves as the auditors for several of the 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.
PricewaterhouseCoopers LLP, independent accountants, previously served
as the independent auditors for your fund. PricewaterhouseCoopers LLP
resigned as independent auditors in July, 1999. Neither of its reports
on the financial statements for the past two fiscal years contained an
adverse opinion or a disclaimer of opinion, nor was either report
qualified as to uncertainty, audit scope or accounting principles.
There were no disagreements between PricewaterhouseCoopers LLP and
your fund on any matter of accounting principles and practices,
financial statement disclosure, or auditing scope or procedure.
The change in audit firms reflects the Trustees' decision to continue
their policy of having two audit firms serve the Putnam funds. In the
past, the two firms were Price Waterhouse LLP and Coopers & Lybrand
L.L.P. These firms merged in July, 1998.
A majority of the votes on the matter is necessary to ratify the
selection of auditors. The outcome of a vote affecting one fund does
not affect any other fund. A representative of the independent
auditors is expected to be present at the meeting to make statements
and to respond to appropriate questions.
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 Putnam
Dividend Income Fund, Putnam High Income Convertible and Bond Fund,
and Putnam Master Intermediate Income Trust, 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). In the
case of Putnam Premier Income Trust, thirty percent 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 any other proposals, 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 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 Mutual Funds may solicit proxies
in person or by telephone. Your fund may also arrange to have voting
instructions recorded by telephone. The telephone voting procedure is
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 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.
Shareholders may 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, you will need the
14-digit "control" number that appears on your proxy card. To use the
Internet, please access the Internet address found on your proxy card.
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 internet 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. Each fund has retained at its own 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
fees not to exceed $3,000 for each fund, plus reasonable out-of-pocket
expenses for mailing and phone costs.
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 Associate 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. It is currently anticipated that each fund's next annual
meeting of shareholders will be held in June, 2001. Shareholder
proposals to be included in the proxy statement for that meeting must
be received by your fund before December 1, 2000. Shareholders who
wish to make a proposal at the 2001 annual meeting -- other than one that
will be included in the fund's proxy materials -- should notify the fund
no later than February 14, 2001. The Nominating Committee will also
consider nominees recommended by shareholders of the fund to serve as
Trustees, provided that shareholders submit their recommendations by
the above date. 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.
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 that 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 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, Inc., each fund's
investment advisor, and its affiliate, Putnam Fiduciary Trust Company,
each fund's investor servicing agent and custodian (collectively, the
"Putnam companies"), are owned by Putnam Investments, Inc., 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. The address of Putnam
Investments, Inc. and each of the Putnam companies 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.
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 Committee and Board Policy and Nominating Committee. The members
of the Audit Committee of your fund include only Trustees who are not
"interested persons" of the fund or Putnam Management. The Audit
Committee currently consists of Dr. Kennan and Messrs. Estin and
Stephens (Chairman). The Board Policy and Nominating Committee
consists only of Trustees who are not "interested persons" of your
fund or Putnam Management. The Board Policy and Nominating Committee
currently consists of Dr. Kennan (Chairperson), Dr. Pounds and Messrs.
Hill, Patterson and Thorndike.
Officers and other information. 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., the parent corporation
of Putnam Management and Putnam Mutual Funds, Messrs. 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,
underwriting commissions, custodian fees, and investor servicing fees
paid or allowed by the fund. In addition to George Putnam and Lawrence
J. Lasser, the officers of each fund are as follows:
<TABLE>
<CAPTION>
Putnam Dividend Income Fund
Year first
elected
Name (age) Office to office
- ----------------------------------------------------------------------------
<S> <C> <C>
Charles E. Porter (61) Executive Vice President 1989
Patricia C. Flaherty (53) Senior Vice President 1993
John D. Hughes (65) Senior Vice President
& Treasurer 1989
Gordon H. Silver (52) Vice President 1990
Ian C. Ferguson (42) Vice President 1997
Brett C. Browchuk (37) Vice President 1994
Thomas V. Reilly (53) Vice President 1993
Deborah Kuenstner (41) Vice President 2000
Jeanne L. Mockard* (36) Vice President 1993
Richard A. Monaghan** (45) Vice President 1999
John R.Verani (60) Vice President 1989
Richard G. Leibovitch (36) Vice President 2000
- ----------------------------------------------------------------------------
*The fund's portfolio manager
**President of Putnam Mutual Funds
</TABLE>
<TABLE>
<CAPTION>
Putnam High Income Convertible and Bond Fund
Year first
elected
Name (age) Office to office
- ----------------------------------------------------------------------------
<S> <C> <C>
Charles E. Porter (61) Executive Vice President 1989
Patricia C. Flaherty (53) Senior Vice President 1993
John D. Hughes (65) Senior Vice President
& Treasurer 1987
Gordon H. Silver (52) Vice President 1990
Ian C. Ferguson (42) Vice President 1997
Brett C. Browchuk (37) Vice President 1994
Stephen Oristaglio (44) Vice President 1998
Thomas V. Reilly (53) Vice President 1987
Edward T. Shadek, Jr. (39) Vice President 1998
Edward H. D'Alelio (47) Vice President 1987
Forrest Fontana* (34) Vice President 1998
Rosemary Thomsen* (39) Vice President 2000
Richard A. Monaghan** (45) Vice President 1999
John R.Verani (60) Vice President 1987
Richard G. Leibovitch (36) Vice President 2000
- ----------------------------------------------------------------------------
*One of the fund's portfolio managers
**President of Putnam Mutual Funds
</TABLE>
<TABLE>
<CAPTION>
Putnam Master Intermediate Income Trust
Year first
elected
Name (age) Office to office
- ----------------------------------------------------------------------------
<S> <C> <C>
Charles E. Porter (61) Executive Vice President 1989
Patricia C. Flaherty (53) Senior Vice President 1993
John D. Hughes (65) Senior Vice President
& Treasurer 1988
Gordon H. Silver (52) Vice President 1990
Ian C. Ferguson (42) Vice President 1997
Brett C. Browchuk (37) Vice President 1998
Stephen Oristaglio (44) Vice President 1998
Edward H. D'Alelio (47) Vice President 1998
David Waldman* (33) Vice President 1998
Richard A. Monaghan** (45) Vice President 1998
John R.Verani (60) Vice President 1988
Richard G. Leibovitch (36) Vice President 2000
- ----------------------------------------------------------------------------
*One of the fund's portfolio managers
**President of Putnam Mutual Funds
</TABLE>
<TABLE>
<CAPTION>
Putnam Premier Income Trust
Year first
elected
Name (age) Office to office
- ----------------------------------------------------------------------------
<S> <C> <C>
Charles E. Porter (61) Executive Vice President 1989
Patricia C. Flaherty (53) Senior Vice President 1993
John D. Hughes (65) Senior Vice President
& Treasurer 1988
Gordon H. Silver (52) Vice President 1990
Ian C. Ferguson (42) Vice President 1998
Brett C. Browchuk (37) Vice President 1998
Stephen Oristaglio (44) Vice President 1998
Edward H. D'Alelio (47) Vice President 1998
David Waldman* (33) Vice President 1997
Richard A. Monaghan** (45) Vice President 1999
John R.Verani (60) Vice President 1988
Richard G. Leibovitch (36) Vice President 2000
- ----------------------------------------------------------------------------
*One of the fund's portfolio managers
**President of Putnam Mutual Funds
</TABLE>
<TABLE>
<CAPTION>
Assets and shares outstanding of your fund as of March 8, 2000
- ----------------------------------------------------------------------------
Net assets:
- ----------------------------------------------------------------------------
<S> <C>
Putnam Dividend Income Fund $ 115,970,419
Putnam High Income Convertible and Bond Fund $ 116,731,581
Putnam Master Intermediate Income Trust $ 750,078,797
Putnam Premier Income Trust $1,050,387,807
Shares outstanding and authorized to vote:
- ----------------------------------------------------------------------------
Putnam Dividend Income Fund 10,824,907 shares
Putnam High Income Convertible and Bond Fund 13,683,316
Putnam Master Intermediate Income Trust 100,133,126
Putnam Premier Income Trust 140,989,259
5% beneficial ownership of your fund as of March 8, 2000
- ----------------------------------------------------------------------------
Putnam Dividend Income Fund
The Commerce Group, Inc.
211 Main Street, Webster, MA 01570;
owned 4,369,600 shares representing
40.37% of the outstanding shares
Putnam High Income Convertible and Bond Fund None
Putnam Master Intermediate Income Trust None
Putnam Premier Income Trust None
</TABLE>
[LOGO OMITTED]
PUTNAM INVESTMENTS
The Putnam Funds
One Post Office Square
Boston, Massachusetts 02109
Toll-free 1-800-225-1581
60249 3/00
PUTNAMINVESTMENTS (Logo)
P.O. Box 9131
Hingham, MA 02043-9131
FOR YOUR CONVENIENCE YOU MAY RECORD YOUR VOTING INSTRUCTIONS VIA THE
INTERNET OR BY RETURNING THIS PROXY CARD BY MAIL
Your vote is very important. If you choose to record your voting
instructions via the Internet, visit the website at
www.proxyweb.com/Putnam. Please refer to the instructions below. Your
voting instructions will be immediately confirmed if you provide your
e-mail address.
To record your voting instructions on the Internet
1. Read the proxy statement.
2. Go to www.proxyweb.com/Putnam.
3. Enter the 14-digit control number printed on your proxy card.
4. Follow the instructions on the site.
If you submit your voting instructions on the Internet, do not return your
proxy card.
This is your PROXY CARD.
To vote by mail, please record your voting instructions on this proxy card,
sign it below, and return it promptly in the envelope provided. Your vote
is important.
PLEASE FOLD AT PERFORATION BEFORE DETACHING
Proxy for a meeting of shareholders to be held on June 1, 2000 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 such shareholder
and to vote, as designated below, at the meeting of shareholders of Putnam
Dividend Income Fund on June 1, 2000, 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.
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.
- -----------------------------------------------------------------------------
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 card and return it with your signed proxy in the enclosed envelope.
Name
- -----------------------------------------------------------------------------
Street
- -----------------------------------------------------------------------------
City State Zip
- -----------------------------------------------------------------------------
Telephone
- -----------------------------------------------------------------------------
DO YOU HAVE ANY COMMENTS?
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
DEAR SHAREHOLDER:
Your vote is important. Please help us to eliminate the expense of
follow-up mailings by signing and returning this proxy card or by recording
your voting instructions via the Internet as soon as possible. A
postage-paid envelope is enclosed for your convenience.
THANK YOU!
PLEASE FOLD AT PERFORATION BEFORE DETACHING
If you complete and sign the proxy, we'll vote 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 at any adjournments of the meeting. If
you simply sign the proxy, or fail to provide your voting instructions on a
proposal, the Proxies will vote FOR the proposal on your behalf.
THE TRUSTEES RECOMMEND A VOTE FOR FIXING THE NUMBER OF TRUSTEES AS PROPOSED
AND ELECTING ALL OF THE NOMINEES AND FOR THE OTHER PROPOSAL LISTED BELOW:
Please vote by filling in the appropriate boxes below.
1. Proposal to fix the number of Trustees and elect all nominees.
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, III, R.E.
Patterson, G. Putnam, III, A.J.C. Smith, W.T. Stephens and W.N. Thorndike.
/ / FOR fixing the number of Trustees as proposed 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(s) of the nominee(s) below:
- ------------------------------------------------------------
/ / WITHHOLD authority to vote for all nominees
FOR AGAINST ABSTAIN
2. Proposal to ratify / / / / / /
the selection of
PricewaterhouseCoopers LLP
as the independent auditors of your fund.
Note: If you have questions on any of the proposals, please call
1-800-225-1581.
PUTNAMINVESTMENTS (Logo)
P.O. Box 9131
Hingham, MA 02043-9131
FOR YOUR CONVENIENCE YOU MAY RECORD YOUR VOTING INSTRUCTIONS VIA THE
INTERNET OR BY RETURNING THIS PROXY CARD BY MAIL
Your vote is very important. If you choose to record your voting
instructions via the Internet, visit the website at
www.proxyweb.com/Putnam. Please refer to the instructions below. Your
voting instructions will be immediately confirmed if you provide your
e-mail address.
To record your voting instructions on the Internet
1. Read the proxy statement.
2. Go to www.proxyweb.com/Putnam.
3. Enter the 14-digit control number printed on your proxy card.
4. Follow the instructions on the site.
If you submit your voting instructions on the Internet, do not return your
proxy card.
This is your PROXY CARD.
To vote by mail, please record your voting instructions on this proxy card,
sign it below, and return it promptly in the envelope provided. Your vote
is important.
PLEASE FOLD AT PERFORATION BEFORE DETACHING
Proxy for a meeting of shareholders to be held on June 1, 2000 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 such shareholder
and to vote, as designated below, at the meeting of shareholders of Putnam
High Income Convertible and Bond Fund on June 1, 2000, 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.
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.
- -----------------------------------------------------------------------------
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 card and return it with your signed proxy in the enclosed envelope.
Name
- -----------------------------------------------------------------------------
Street
- -----------------------------------------------------------------------------
City State Zip
- -----------------------------------------------------------------------------
Telephone
- -----------------------------------------------------------------------------
DO YOU HAVE ANY COMMENTS?
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
DEAR SHAREHOLDER:
Your vote is important. Please help us to eliminate the expense of
follow-up mailings by signing and returning this proxy card or by recording
your voting instructions via the Internet as soon as possible. A
postage-paid envelope is enclosed for your convenience.
THANK YOU!
PLEASE FOLD AT PERFORATION BEFORE DETACHING
If you complete and sign the proxy, we'll vote 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 at any adjournments of the meeting. If
you simply sign the proxy, or fail to provide your voting instructions on a
proposal, the Proxies will vote FOR the proposal on your behalf.
THE TRUSTEES RECOMMEND A VOTE FOR FIXING THE NUMBER OF TRUSTEES AS PROPOSED
AND ELECTING ALL OF THE NOMINEES AND FOR THE OTHER PROPOSAL LISTED BELOW:
Please vote by filling in the appropriate boxes below.
1. Proposal to fix the number of Trustees and elect all nominees.
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, III, R.E.
Patterson, G. Putnam, III, A.J.C. Smith, W.T. Stephens and W.N. Thorndike.
/ / FOR fixing the number of Trustees as proposed 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(s) of the nominee(s) below:
- ------------------------------------------------------------
/ / WITHHOLD authority to vote for all nominees
FOR AGAINST ABSTAIN
2. Proposal to ratify / / / / / /
the selection of
PricewaterhouseCoopers LLP
as the independent auditors of your fund.
Note: If you have questions on any of the proposals, please call
1-800-225-1581.
PUTNAMINVESTMENTS (Logo)
P.O. Box 9131
Hingham, MA 02043-9131
FOR YOUR CONVENIENCE YOU MAY RECORD YOUR VOTING INSTRUCTIONS VIA THE
INTERNET OR BY RETURNING THIS PROXY CARD BY MAIL
Your vote is very important. If you choose to record your voting
instructions via the Internet, visit the website at
www.proxyweb.com/Putnam. Please refer to the instructions below. Your
voting instructions will be immediately confirmed if you provide your
e-mail address.
To record your voting instructions on the Internet
1. Read the proxy statement.
2. Go to www.proxyweb.com/Putnam.
3. Enter the 14-digit control number printed on your proxy card.
4. Follow the instructions on the site.
If you submit your voting instructions on the Internet, do not return your
proxy card.
This is your PROXY CARD.
To vote by mail, please record your voting instructions on this proxy card,
sign it below, and return it promptly in the envelope provided. Your vote
is important.
PLEASE FOLD AT PERFORATION BEFORE DETACHING
Proxy for a meeting of shareholders to be held on June 1, 2000 for Putnam
Master Intermediate Income Trust.
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 such shareholder
and to vote, as designated below, at the meeting of shareholders of Putnam
Master Intermediate Income Trust on June 1, 2000, 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.
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.
- -----------------------------------------------------------------------------
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 card and return it with your signed proxy in the enclosed envelope.
Name
- -----------------------------------------------------------------------------
Street
- -----------------------------------------------------------------------------
City State Zip
- -----------------------------------------------------------------------------
Telephone
- -----------------------------------------------------------------------------
DO YOU HAVE ANY COMMENTS?
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
DEAR SHAREHOLDER:
Your vote is important. Please help us to eliminate the expense of
follow-up mailings by signing and returning this proxy card or by recording
your voting instructions via the Internet as soon as possible. A
postage-paid envelope is enclosed for your convenience.
THANK YOU!
PLEASE FOLD AT PERFORATION BEFORE DETACHING
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 such
matters as may properly come before the meeting or at any adjournments of
the meeting. If you simply sign the proxy, or fail to provide your voting
instructions on a proposal, the Proxies will vote FOR the proposal on your
behalf.
THE TRUSTEES RECOMMEND A VOTE FOR FIXING THE NUMBER OF TRUSTEES AS PROPOSED
AND ELECTING ALL OF THE NOMINEES AND FOR THE OTHER PROPOSAL LISTED BELOW:
Please vote by filling in the appropriate boxes below.
1. Proposal to fix the number of Trustees and elect all nominees.
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, III, R.E.
Patterson, G. Putnam, III, A.J.C. Smith, W.T. Stephens and W.N. Thorndike.
/ / FOR fixing the number of Trustees as proposed 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(s) of the nominee(s) below:
- ------------------------------------------------------------
/ / WITHHOLD authority to vote for all nominees
FOR AGAINST ABSTAIN
2. Proposal to ratify / / / / / /
the selection of
PricewaterhouseCoopers LLP
as the independent auditors of your fund.
Note: If you have questions on any of the proposals, please call
1-800-225-1581.
PUTNAMINVESTMENTS (Logo)
P.O. Box 9131
Hingham, MA 02043-9131
FOR YOUR CONVENIENCE YOU MAY RECORD YOUR VOTING INSTRUCTIONS VIA THE
INTERNET OR BY RETURNING THIS PROXY CARD BY MAIL
Your vote is very important. If you choose to record your voting
instructions via the Internet, visit the website at
www.proxyweb.com/Putnam. Please refer to the instructions below. Your
voting instructions will be immediately confirmed and posted.
To record your voting instructions on the Internet
1. Read the proxy statement.
2. Go to www.proxyweb.com/Putnam.
3. Enter the 14-digit control number printed on your proxy card.
4. Follow the instructions on the site.
If you submit your voting instructions on the Internet, do not return your
proxy card.
This is your PROXY CARD.
To vote by mail, please record your voting instructions on this proxy card,
sign it below, and return it promptly in the envelope provided. Your vote
is important.
PLEASE FOLD AT PERFORATION BEFORE DETACHING
Proxy for a meeting of shareholders to be held on June 1, 2000 for Putnam
Premier Income Trust.
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 such shareholder
and to vote, as designated below, at the meeting of shareholders of Putnam
Premier Income Trust on June 1, 2000, 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.
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.
- -----------------------------------------------------------------------------
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 card and return it with your signed proxy in the enclosed envelope.
Name
- -----------------------------------------------------------------------------
Street
- -----------------------------------------------------------------------------
City State Zip
- -----------------------------------------------------------------------------
Telephone
- -----------------------------------------------------------------------------
DO YOU HAVE ANY COMMENTS?
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
DEAR SHAREHOLDER:
Your vote is important. Please help us to eliminate the expense of
follow-up mailings by signing and returning this proxy card or by recording
your voting instructions via the Internet as soon as possible. A
postage-paid envelope is enclosed for your convenience.
THANK YOU!
PLEASE FOLD AT PERFORATION BEFORE DETACHING
If you complete and sign the proxy, we'll vote 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 at any adjournments of the meeting. If
you simply sign the proxy, or fail to provide your voting instructions on a
proposal, the Proxies will vote FOR the proposal on your behalf.
THE TRUSTEES RECOMMEND A VOTE FOR FIXING THE NUMBER OF TRUSTEES AS PROPOSED
AND ELECTING ALL OF THE NOMINEES AND FOR THE OTHER PROPOSAL LISTED BELOW:
Please vote by filling in the appropriate boxes below.
1. Proposal to fix the number of Trustees and elect all nominees.
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, III, R.E.
Patterson, G. Putnam, III, A.J.C. Smith, W.T. Stephens and W.N. Thorndike.
/ / FOR fixing the number of Trustees as proposed 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(s) of the nominee(s) below:
- ------------------------------------------------------------
/ / WITHHOLD authority to vote for all nominees
FOR AGAINST ABSTAIN
2. Proposal to ratify / / / / / /
the selection of
KPMG LLP as the
independent auditors of your fund.
Note: If you have questions on any of the proposals, please call
1-800-225-1581.
