Vote-By-Phone Solicitation Script for
Putnam Dividend Income 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 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 34 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, on June 6, 1996, 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
Elect the following Trustees: J.A. Baxter, H.H. Estin,
J.A. Hill, E.T. Kennan, L.J. Lasser, R.E. Patterson, D.S.
Perkins, W.F. Pounds, G. Putnam, G. Putnam, III, E.
Shapiro, A.J.C. Smith, W.N. Thorndike.
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? Would you like to withhold authority to
vote for one or more of the nominees?
Proposal 2
Ratify the selection of Coopers & Lybrand L.L.P. as
independent auditors?
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.A.
Amend the fund's fundamental investment restriction with
respect to owning 10% of the voting securities of a
single issuer.
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.B.
Amend the fund's fundamental investment restriction with
respect to making loans through repurchase agreements and
securities 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?
Proposal 3.C.
Eliminate the fund's fundamental investment restriction
with respect to investments in securities of issuers in
which management of the fund or Putnam Investment
Management, Inc. owns securities.
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? <PAGE>
Proposal 3.D.
Eliminate the fund's fundamental investment restriction
with respect to margin transactions.
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.E.
Eliminate the fund's fundamental investment restriction
with respect to short sales.
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.F.
Eliminate the fund's fundamental investment restriction
which limits the fund s ability to pledge assets.
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.G.
Eliminate the fund's fundamental investment restriction
relating to oil, gas and mineral leases.
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.H.
Eliminate the fund's fundamental investment restriction
relating to investing to gain control of a company s
management.
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? <PAGE>
Thank you.
I will now repeat your instructions:
You voted: (For, Against, Abstained from) (list all
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.
<PAGE>
VOTE BY PHONE CONFIRMATION LETTER
(WRITTEN)
VOTE CONFIRMATION
(Shareholder name & address of record)
PUTNAM DIVIDEND INCOME FUND
Meeting of Shareholders June 6, 1996
Account:
Shares:
Votes Received: (list proposal as on proxy card)
(FOR) (AGAINS T) (ABSTAIN)
Dear Shareholder:
In connection with the above-referenced Meeting of
Shareholders, this notice will confirm that your shares have
been voted as indicated in accordance with your telephone
instructions. If any of the information is incorrect,
please call 1-800-735-3428 immediately, and in any event no
later than 5:00 P.M. Eastern Daylight Time, on June 5, 1996.
Thank you for your cooperation.
Very truly yours,
(Solicitation Agent)
