Vote-By-Phone Solicitation Script for
Putnam Convertible Income-Growth Trust or
Putnam Tax-Free High Yield 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.
To verify that I am speaking with the shareholder of record, can
you please confirm that you are (name of shareholder of record)
and that your address of record is (address of record)?
(If the person is unwilling or unable to confirm this
information, thank them for their time and terminate the call.)
We noted that you have not yet voted on the proposal to approve a
new Management Contract increasing the management fees payable to
Putnam Investment Management, Inc. Do you have any questions
regarding this proposal I can clarify for you?
(If there are questions, please refer to the Q & A attached.)
Would you like to vote by phone?
(If not, ask the shareholder if he would like another ballot,
thank them for their time and terminate the call. If so, proceed
as follows:)
We previously sent you a letter describing our procedures for
voting your proxy ballot by telephone.
I will now read the information on the proxy card so that you can
provide us with your voting instructions.
(Putnam Convertible Income-Growth Trust or
Putnam Tax-Free High Yield Fund)
Proxy for a meeting of shareholders, May 5, 1994.
Let me inform you that this meeting has now been adjourned to
July 1, 1994 for the reasons set forth in the letter you recently
received.
This proxy is solicited on behalf the Trustees of the Fund.
The shareholder hereby appoints George Putnam, Hans H. Estin and
William F. Pounds, and each of them separately, proxies, with
power of substitution, and hereby authorizes them to represent
and vote, as designated hereafter, at the adjourned meeting of
shareholders of (Putnam Convertible Income-Growth Trust or Putnam
Tax-Free High Yield Fund), on July 1, 1994, at 12:30 p.m., Boston
time, and at any adjournments thereof, all of the shares of the
Fund which the shareholder would be entitled to vote if
personally present.
This proxy when properly authorized will be voted in the manner
directed herein by the shareholder. In their discretion, the
proxies are authorized to vote upon such other matters as may
properly come before the meeting. The Trustees recommend a vote
FOR the following proposal:
Proposal: Approve a new Management Contract increasing the
management fees payable to Putnam Investment Management, Inc.
How would you like to vote on this proposal?
For, Against or Abstain?
Thank you. Do you wish to send the entire message?
To repeat your instructions:
You voted (for/against/abstain). 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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Putnam Investments Q & A on Management Fee Increases
On March 1, a proxy statement was sent to shareholders in Putnam
Convertible Income-Growth Trust and Putnam Tax-Free High
Yield Fund. Among other issues, the proxies propose increased
management fees. The meeting has been adjourned from May 5 to
July 1 to solicit additional proxies for the proposal to approve
a new management contract. Listed below are common questions and
concerns of shareholders regarding this proposal, followed by
answers and information regarding each issue.
What is the proposed annual increase of management fees?
For Putnam Convertible Income-Growth Trust:
Based upon net assets of the Fund as of January 14, 1994 of
$723,370,814, the effective annual management fee rate under
the proposed fee schedule would be 0.62% as compared to
0.53% under the existing schedule.
For Putnam Tax-Free High Yield Fund:
Based upon net assets of the Fund as of January 14, 1994 of
$1,839,524,282, the effective annual management fee under
the proposed fee schedule would be .545% as compared to
.468% under the existing schedule.
Is this an isolated fee increase or is Putnam raising fees on all
or many of their funds?
The proposed higher fees for your Fund are the result of a
comprehensive review by the Trustees of the management fees for
all Putnam funds. Based upon this review, over the past several
years, new management contracts have been implemented for most
Putnam Funds. These new contracts provided for fee increases for
some funds and for decreases for others. Overall, the fee
changes have resulted in a net increase in the total management
fees paid to Putnam Management by the Putnam funds. Consistent
with these fee changes for other Putnam funds, the Trustees have
recommended a fee increase for your Fund.
Are Putnam's fees higher than other fund groups?
The Trustees considered, among other factors, the nature and
quality of the services being provided to each fund and the
relative complexity of managing each fund. In addition, the
Trustees compared investment performance, management fees, and
other expenses with those of comparable funds managed by other
mutual fund companies. The Trustees believe that the proposed
increased fees are generally competitive with those of similar
funds in other fund groups.
How does Putnam decide whether to raise fees on funds?
Fee increases are not undertaken lightly. Before a fund's
management fee can be raised, Putnam's Trustees, including the
Trustees who are not affiliated with Putnam Management, voting
separately, must agree to the increase. Then the proposed
increase is put to a shareholder vote. In this particular
instance, after considering a wide range of information relating
to the fund, including comparative expense and performance
information, the Trustees determined that the proposed new
management contract is fair both to shareholders and to Putnam
Management and will help to assure for the future the high
quality of management services which the Fund has received in the
past. As a result, the Trustees concluded that the contract is
in the best interests of shareholders and recommended that you
vote for its approval.
What does a management fee pay for?
Mutual fund investors do face expenses beyond the purchase price
of their shares. Included in these fees are the management fees
which are paid to the fund's investment manager. In the case of
all Putnam funds, fees are paid to Putnam Management as
compensation and reimbursement for its services in managing the
Funds' portfolios and performing various administrative
functions. The specific items which management fees pay for
include the following:
1. Compensation of Putnam's highly talented investment
advisory staff, including portfolio managers, analysts, and
supporting personnel.
2. Maintaining and obtaining critical investment-related
technology, most notably the sophisticated computer system
employed by Putnam Management's portfolio managers and analysts.
3. Obtaining other important investment-related information
including economic and market overviews, industry and company
reviews, evaluations of investments, recommendations on specific
investments, specialized publications, and pricing and quotation
services.
How can it be in shareholders' best interest for the fund's
management expenses to go up?
After considering a wide range of information relating to the
Fund, including comparative expense and performance information,
the Trustees determined that the proposed new management contract
is fair both to shareholders and to Putnam Management and will
help to assure for the future the high quality of management
services which the Fund has received in the past. As a result,
the Trustees concluded that the contract is in the best interests
of shareholders and recommended that you vote for its approval.
