PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
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Filed by the Registrant / X /
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Filed by a Party other than the Registrant / /
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Check the appropriate box:
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/ / Preliminary Proxy Statement
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/ / Preliminary Additional Materials
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/ x / Definitive Proxy Statement
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/ / Definitive Additional Materials
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/ / Soliciting Material Pursuant to Rule 14a-11(c) or
---- Rule 14a-12
PUTNAM VOYAGER FUND II
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
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/ x / $125 per Exchange Act Rules 0-11(c)(1)(ii),
---- 14a-6(i)(1), or 14a-6(i)(2) or Item 22(a)(2) of
Schedule 14a.
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/ / $500 per each party to the controversy pursuant
---- to Exchange Act Rule 14a-6(i)(3).
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/ / Fee computed on table below per Exchange Act Rules
---- 14a-6(i)(4) 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:
(4) Proposed maximum aggregate value of transaction:
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/ / Check box if any part of the fee is offset as provided
---- by Exchange Act Rule 0-11(a)(2) and identify the
filing
for which the offsetting fee was paid previously.
Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its
filing.
<PAGE>
IMPORTANT INFORMATION
FOR SHAREHOLDERS IN
PUTNAM VOYAGER FUND II (formerly known as Putnam Growth Fund)
The document you hold in your hands contains your proxy statement
and proxy card. A proxy card is, in essence, a ballot. When you
vote your proxy, it tells us how to vote on your behalf on
important issues relating to your fund. If you complete and sign
the proxy, we'll vote it exactly as you tell us. If you simply
sign the proxy, we'll vote it in accordance with the Trustees'
recommendations on page 6.
While investors sometimes find a proxy statement intimidating, we
are, in fact, asking for your vote on just a few matters. So we
urge you to spend a couple of minutes with the proxy statement,
fill out your proxy card, and return it to us. When shareholders
don't return their proxies in sufficient numbers, we have to
incur the expense of follow-up solicitations, which can cost your
fund money.
We want to know how you would like to vote and welcome your
comments. Please take a few moments with these materials and
return your proxy to us.
BOSTON * LONDON * TOKYO
<PAGE>
Table of contents
A Message from the Chairman. . . . . . . . . . . . . . . . . . . . . . . 3
Notice of Shareholder Meeting. . . . . . . . . . . . . . . . . . . . . . 5
Trustees' Recommendations. . . . . . . . . . . . . . . . . . . . . . . . 6
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).
A Message from the Chairman
Dear Shareholder:
I am writing to you to ask for your vote on important questions
that affect your investment in your fund. While you are, of
course, welcome to join us at your fund's meeting, most
shareholders cast their vote by filling out and signing the
enclosed proxy. We are asking for your vote on these matters:
1. Ratifying the selection by the Trustees of Coopers & Lybrand
L.L.P. as independent auditors of the fund for its current
fiscal year.
2. Approving a new management contract between the fund and
Putnam Investment Management Inc., including an increase in
the management fee payable by the fund.
A word about the management fee increase. A fee increase is
proposed only after a great deal of thought and analysis on the
part of the Trustees. For several years the Trustees have been
carefully studying the management fees, investment performance,
and expense ratios of each of the Putnam funds and also of major
competing funds. This comprehensive review resulted in
recommendations for fee increases for some funds and decreases
for others. The new management fee for Putnam Voyager Fund II
will result in an increase of $.05 in annual expenses for each
$100 invested, or 1/20th of 1%. Your Trustees believe that this
increase will provide Putnam Investment Management, Inc. with a
fee that is appropriate in light of a change in the fund's
investment policies to increase its focus on small capitalization
stocks and a fee that is fair and reasonable when compared with
the fees paid to other high-quality fund managers. We encourage
you to support the Trustees' recommendations.
Although we would like very much to have each shareholder attend
the fund's meeting, we realize this is not possible. Whether or
not you plan to be present, we need your vote. We urge you to
complete, sign, and return the enclosed proxy card promptly. A
postage-paid envelope is enclosed.
I'm sure that you, like most people, lead a busy life and are
tempted to put this proxy aside for another day. Please don't.
When shareholders don't 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, call 1-800-
225 -1581.
Sincerely yours,
/s/ George Putnam
George Putnam, Chairman
<PAGE>
Putnam Voyager Fund II
Notice of a 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 Voyager Fund II:
A Meeting of Shareholders of your fund will be held on September
29, 1995 at 11:00 a.m., Boston time, on the eighth floor of One
Post Office Square, Boston, Massachusetts, to consider the
following:
1. Ratifying the selection of auditors for your fund for the
current fiscal year. See page 7.
2. Approving a new management contract with Putnam Investment
Management, Inc., increasing the fees payable by the fund to
Putnam Investment Management, Inc. See page 7.
3. Transacting other business as may properly come before the
meeting.
By the Trustees
George Putnam, Chairman
William F. Pounds, Vice Chairman
Jameson A. Baxter Robert E. Patterson
Hans H. Estin Donald S. Perkins
John A. Hill George Putnam, III
Elizabeth T. Kennan Eli Shapiro
Lawrence J. Lasser A.J.C. Smith
W. Nicholas Thorndike
WE URGE YOU TO MARK, SIGN, DATE, AND MAIL THE ENCLOSED PROXY IN
THE POSTAGE-PAID ENVELOPE PROVIDED SO YOU WILL BE REPRESENTED AT
THE MEETING.
September 8, 1995
Proxy Statement
This document will give you the information you need to vote on
the matters listed on the previous page. Much of the information
in the proxy statement is required under rules of the Securities
and Exchange Commission (SEC); some of it is technical. If there
is anything you don't understand, please contact us at our
special toll-free number, 1-800-225-1581.
Who is asking for my vote?
The enclosed proxy is solicited by the Trustees of Putnam Voyager
Fund II for use at the Meeting of Shareholders of your fund to be
held on September 29, 1995, and, if your fund's meeting is
adjourned, at any later meetings, for the purposes stated in the
Notice of Meeting (see previous page).
How do your fund's Trustees recommend that shareholders vote on
these proposals?
The Trustees recommend that you vote
1. For selecting the independent auditors for your fund, as
indicated below:
Cooper & Lybrand L.L.P.
2. For approval of the new management contract, increasing the
fees payable to Putnam Investment Management, Inc.
Who is eligible to vote?
Shareholders of record at the close of business on September 8,
1995, are entitled to be present and to vote at the meeting or
any adjourned meeting. The Notice of Meeting, the proxy, and the
Proxy Statement have been mailed to shareholders of record on or
about September 8, 1995.
Each share is entitled to one vote. 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 the meeting, your shares will be voted at the
Trustees' discretion.<PAGE>
The Proposals
1. SELECTION OF INDEPENDENT AUDITORS
Coopers & Lybrand L.L.P., One Post Office Square, Boston,
Massachusetts 02109, independent accountants, has been selected
by the Trustees as auditors of the fund for the current fiscal
year. Among the country's preeminent accounting firms, this firm
also serves as the auditor for approximately half 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 the
fees charged for these services.
A majority of the votes on the matter is necessary to ratify the
selection of auditors. A representative of the independent
auditors is expected to be present at the meeting to make
statements and to respond to appropriate questions.
2. APPROVAL OF A NEW MANAGEMENT CONTRACT
The Trustees of the fund recommend that shareholders approve a
new management contract between the fund and Putnam Investment
Management, Inc. ("Putnam Management"), which provides for an
increase in the management fees payable by the fund to Putnam
Management. The proposed contract, which is attached as Exhibit
B, is identical in all substantive respects to the existing
contract, except as noted below. Further information about both
the current and proposed management contracts , the termination
and renewal procedures, the services provided by Putnam
Management and its affiliates, and information concerning
brokerage and related matters can be found under "Additional
information relating to Management Contract approval" on page 13.
What do management fees pay for?
Management fees pay Putnam Management for the services it
provides in conducting the day-to-day operations of the fund.
These include providing the personnel, equipment, and office
facilities necessary for the management of the fund's investment
portfolio, determining the fund's daily net asset value,
maintaining the accounts and records of the fund, preparation of
reports to shareholders, compliance with regulatory requirements,
and general administration of the fund's affairs.
<PAGE>
Why did Putnam Management recommend a new management fee schedule
to the Trustees?
Putnam Management believes that the new management fee is
appropriate in light of a change in the investment policies of
the fund that will increase the fund's focus on the stocks of
smaller capitalization companies. The management time required
to analyze these companies is significantly greater than the time
required to analyze companies with larger capitalization, such as
those that have previously constituted the primary investments of
the fund.
Putnam Management believes that the new management fee schedule
will help ensure that Putnam Management receives fees for its
services that are competitive with fees paid by other mutual
funds to high-quality investment managers. In recent years,
Putnam Management has noted a general increase in the complexity
of the investment process and in the competition for talented
investment personnel. Putnam Management believes that
maintaining competitive management fees will, over the longer
term, enable it to continue to provide high-quality management
services to the fund and to the other funds in the Putnam group.
How did the fund's Trustees arrive at the proposed management
fee?
Several years ago, the Trustees undertook a comprehensive review
of the management fees paid by the Putnam funds. This review was
conducted largely through the Contract Committee of the Trustees,
which consists solely of independent Trustees who have no
financial interest in Putnam Management. As a result of this
review, the Trustees and Putnam Management reached agreement on a
system of model fee schedules for the various types of funds in
the Putnam group. These model fee schedules have now been
implemented for most of the Putnam funds. The proposed new fee
schedule for the fund is identical to that which has been
implemented for the other Putnam funds that employ the same
specialty growth style of investing and invest substantially in
smaller capitalization issuers.
The Trustees and Putnam Management also reached a general
understanding that these model fee schedules should be
implemented for a particular fund only following consideration of
the fund's comparative investment performance and expense levels.
After reviewing comparative data on competitive funds and
noting, among other things, the fund's strong relative
performance, the Trustees concluded that Putnam Voyager Fund II
was entitled to implement the model fee schedule. The Trustees
have indicated that they will continue to look closely at the
fund's comparative performance and expense levels in their future
annual reviews of the fund's management contract.
What factors did the Trustees consider?
The Trustees placed primary emphasis upon the nature and
quality of the services being provided by Putnam Management,
including the relative complexity of managing each fund, and a
comparison of recent investment performance, management fees, and
other expenses paid by each fund with those of similar funds
managed by other investment advisers.
The Trustees also considered, among other things, information
provided by Putnam Management regarding the profitability of its
current and proposed management fee arrangements with each fund
(without regard to costs incurred by Putnam Management and its
affiliates in connection with the marketing of shares) as well as
the benefits to Putnam Management and its affiliates resulting
from the fact that affiliates of Putnam Management currently
serve as shareholder servicing agent, distributor, and custodian
for each of the Putnam funds pursuant to separate contractual
arrangements. Following consideration of these and the other
factors described above, the Trustees of the fund, including all
of the independent Trustees, unanimously approved the proposed
new contract on September 8, 1995.
How has Putnam Voyager Fund II performed?
As part of any decision regarding management fees, shareholders
may wish to consider how the fund has performed.
Total return Cumulative Annualized
as of June 30, 1995 return return
Life (since April 14, 1993) 41.09% 16.86%
1 year 25.03%
Performance assumes reinvestment of distributions at net asset
value, represents past results, and reflects an expense
limitation in effect throughout the periods indicated, absent
which total returns would have been lower. Investment return and
principal value will fluctuate so that an investor's shares, when
redeemed, may be worth more or less than their original cost.
Returns are adjusted to reflect the deduction of the maximum
sales charge of 5.75%.
How has Putnam Voyager Fund II performed in comparison to similar
funds?
Another way of evaluating the performance of your fund is to
compare it to other growth funds. In reviewing the fund's
relative performance, your Trustees and Putnam Management compare
it to other funds with similar investment objectives and
strategies. When evaluated in that group ranked by Lipper
Analytical Services, the fund ranked in the top 6% of 514
such funds for the twelve months ended June 30, 1995.
The ranking is based on total return performance calculated
by Lipper, reflecting changes in net asset value adjusted for
reinvestment of capital gains and income dividends. It does not
reflect deduction of sales charges. Past performance does not
indicate future results.
What is the effect of the new management fee schedule?
Under the new management contract, the annual management fee paid
by the fund to Putnam Management would be increased as follows:
Existing Fee Proposed Fee
First $500 million 0.65% First $500 million 0.70%
Next $500 million 0.55% Next $500 million 0.60%
Next $500 million 0.50% Next $500 million 0.55%
Over $1.5 billion 0.45% Next $5 billion 0.50%
Next $5 billion 0.475%
Next $5 billion 0.455%
Next $5 billion 0.44%
Thereafter 0.43%
Based upon net assets of the fund as of June 30, 1995 of
$3,676,531, the effective annual management fee rate under the
proposed fee schedule would be 0.70% as compared to 0.65% under
the existing schedule. This represents an increase of $0.05 in
annual expenses for each $100 invested in the fund. The new
management fee schedule, like the old, provides for lower
management fee rates as the fund's assets increase.
For the fund's fiscal year ended December 31, 1994, the
management fee payable to Putnam Management was $19,793
prior to application of an expense limitation. If the proposed
new management contract had been in effect for the year, the
management fee payable to Putnam Management prior to
application of the expense limitation would have been
$21,316, or 7.69% greater than under the current management
contract.
What percentage of shareholders' votes are required to pass the
proposal?
Approval of the new management contract will require the "yes"
vote of a "majority of the outstanding voting securities" of the
fund, as provided in the Investment Company Act of 1940. For
this purpose, approval means the "yes" vote of the lesser of (1)
more than 50% of the outstanding shares of the fund or (2) 67% or
more of the shares present at the meeting, if more than 50% of
the outstanding shares are present at the meeting in person or by
proxy. If the shareholders do not approve the proposed new
contract, the existing management contract will continue in
effect.
The Trustees believe that the proposed new management fee is fair
and reasonable and in the best interests of the shareholders of
the fund. Accordingly, the Trustees recommend that shareholders
vote for approval of the proposed new contract.
FURTHER INFORMATION ABOUT VOTING AND THE SHAREHOLDER MEETING
Quorum and Methods of Tabulation. 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 each proposal for purposes of determining whether sufficient
affirmative votes have been cast. With respect to the 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.
Solicitation of proxies. In addition to soliciting proxies by mail,
Trustees of your fund and employees of Putnam Management, Putnam
Fiduciary Trust Company, and Putnam Mutual Funds may solicit proxies
in person or by telephone. Your fund may also arrange to have votes
recorded by telephone. The telephone voting procedure is designed
to authenticate shareholders' identities, to allow shareholders to
authorize the voting of their shares in accordance with their
instructions and to confirm that their instructions have been
properly recorded. Shareholders would be called at the phone number
Putnam Investments has in its records for their accounts, and would
be asked for their Social Security number or other identifying
information. The shareholders would then be given an opportunity to
authorize proxies to vote their shares at the meeting in accordance
with their instructions. To ensure that the shareholders'
instructions have been recorded correctly, they will also receive a
confirmation of their instructions in the mail. A special toll-free
number will be available in case the information contained in the
confirmation is incorrect. Your fund 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.
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.
Revocation of proxies. Proxies, including proxies given by
telephone, may be revoked at any time before they are voted by a
written revocation received by the Clerk of the Putnam funds, by
properly executing a later-dated proxy or by attending the meeting
and voting in person.
Date for receipt of shareholders' proposals for subsequent meetings
of shareholders. Your fund's Agreement and Declaration of Trust
does not provide for annual meetings of shareholders, and your fund
does not currently intend to hold such a meeting in 1996.
Shareholder proposals for inclusion in the proxy statement for any
subsequent meeting must be received by your fund within a reasonable
period of time prior to any such meeting.
Adjournment. If sufficient votes in favor of any of the proposals
for any fund 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 any such 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 such adjournment those proxies which they are entitled
to vote in favor of such proposals. They will vote against any such
adjournment those proxies required to be voted against any such
proposals. The 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 without charge, to
any of its shareholders upon request a copy of its 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, 1-800-225-1581.
ADDITIONAL INFORMATION RELATING TO MANAGEMENT CONTRACT
APPROVAL
Further information about Putnam Investment Management, Inc. and its
proposed management contract. Putnam Management and its affiliates,
Putnam Mutual Funds, the principal underwriter for shares of the
fund, and Putnam Fiduciary Trust Company, the fund's investor
servicing agent and custodian, are wholly owned by Putnam
Investments, Inc., One Post Office Square, Boston, Massachusetts
02109, a holding company that is in turn wholly owned by Marsh &
McLennan Companies, Inc., which has executive offices at 1166 Avenue
of the Americas, New York, New York 10036. Marsh & McLennan
Companies, Inc. ("Marsh & McLennan"), and its operating subsidiaries
are professional services firms with insurance and reinsurance
brokering, consulting, and investment management business.
The directors of Putnam Management are George Putnam, Lawrence J.
Lasser, and Gordon H. Silver. Mr. Lasser is the principal executive
officer of Putnam Management. The principal occupations of Messrs.
Putnam, Lasser, and Silver are as officers and directors of Putnam
Management and certain of its corporate affiliates. Charles E.
Porter, Patricia C. Flaherty, William N. Shiebler , John R.
Verani, Peter Carman, John J. Morgan, Jr., Daniel L. Miller, Brett
C. Browchuk, Charles H. Swanberg (the fund's portfolio manager),
John D. Hughes, Paul O'Neil and Beverly Marcus are officers
of the fund as well as of Putnam Management. The address of Putnam
Management and the business address of the directors and officers of
Putnam Management is One Post Office Square, Boston, Massachusetts
02109.
In addition to its services to the fund, Putnam Management acts as
investment adviser or subadviser of other publicly owned investment
companies having differing investment objectives. For the names of
such funds having investment objectives similar to those of the fund
and the current rates of Putnam Management's annual fees as adviser
or subadviser of such funds, see Exhibit A in this Proxy Statement.
Putnam Management is also affiliated with The Putnam Advisory
Company, Inc., which together with its subsidiaries furnishes
investment advice to domestic and foreign institutional clients and
mutual funds. Another affiliate, Putnam Fiduciary Trust Company,
provides investment advice to institutional clients under its
banking and fiduciary powers. The advisory fees charged by such
firms to their institutional clients are generally at lower rates
than those charged the Putnam funds. The services performed and
responsibilities assumed by these firms for such clients are,
however, not as extensive as those performed or assumed by Putnam
Management for the Putnam funds.
Some officers and directors of Putnam Management, including some who
are officers of the fund, serve as officers or directors of some of
these affiliates. Putnam Management may also enter into other
businesses.
All of the officers of the 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, Messrs. George Putnam, Lawrence J. Lasser, George Putnam,
III and A.J.C. Smith, each of whom is a Trustee of the fund, and the
officers of the fund will benefit from the management fees,
distribution fees, custodian fees and investor servicing fees paid
or allowed by the fund.
The Management Contract. Putnam Management serves as investment
manager of the fund pursuant to a Management Contract. The
management fee payable under the Contract is described above in
Proposal 2. The fees paid to Putnam Management in the most recent
fiscal year are shown below.
Under the Contract, subject to such policies as the Trustees may
determine, Putnam Management, at its expense, furnishes continuously
an investment program for the fund and makes investment decisions on
behalf of the fund. Subject to the control of the Trustees, Putnam
Management manages, supervises, and conducts the other affairs and
business of the fund, furnishes office space and equipment, provides
bookkeeping and clerical services (including determination of the
fund's net asset value, but excluding shareholder accounting
services) and places all orders for the purchase and sale of the
fund's portfolio securities. Putnam Management may place fund
portfolio transactions with broker-dealers that furnish Putnam
Management, without cost, certain brokerage and research services of
value to Putnam Management and its affiliates in advising the fund
and other clients. In so doing, Putnam Management may cause the
fund to pay greater brokerage commissions than it might otherwise
pay.
The fund also pays, or reimburses Putnam Management for, the
compensation and related expenses of certain officers of the fund
and their assistants. Currently, the fund reimburses Putnam
Management for a portion of the compensation and related expenses of
certain officers of the fund who provide certain administrative
services to the fund and the other Putnam funds, each of which bears
an allocated share of the costs. The aggregate amount of all such
payments and reimbursements is determined annually by the Trustees,
and the amount paid in the most recent fiscal year is set forth
below. Putnam Management pays all other salaries of officers of the
fund. The fund pays all expenses not assumed by Putnam Management
including, without limitation, auditing, legal, custodial, investor
servicing agent, and shareholder reporting expenses.
The Contract provides that Putnam Management shall not be subject to
any liability to the fund or to any shareholder of the fund for any
act or omission in the course of or connected with rendering
services thereunder in the absence of willful misfeasance, bad
faith, gross negligence, or reckless disregard of its obligations
and duties.
The Contract may be terminated without penalty upon 30 days' written
notice by Putnam Management, by the Trustees, or by the affirmative
vote of the holders of a "majority of the outstanding voting
securities" of the fund (as defined in the Investment Company Act of
1940). It may be amended only by an affirmative vote of the holders
of a majority of the outstanding voting securities of the fund and
by a majority of the Trustees who are not "interested persons" of
the fund or Putnam Management.
The Contract will terminate automatically if it is assigned, or
unless its continuance is approved at least annually by either the
Trustees or shareholders of the fund and in either case by a
majority of the Trustees who are not "interested persons" of Putnam
Management or the fund.
Payments to affiliates of Putnam Management. Putnam Mutual Funds is
the principal underwriter of shares of the fund and of the other
continuously offered Putnam funds. Putnam Fiduciary Trust Company
is the fund's investor servicing agent and custodian. The amount of
sales charges retained by Putnam Mutual Funds and the investor
servicing fees and custodian fees paid to Putnam Fiduciary Trust
Company in the fund's most recent fiscal year are set forth below.
Under its class A Distribution Plan, the fund may make payments to
Putnam Mutual Funds at the annual rate of up to 0.35% of the average
net assets of the fund attributable to class A shares. At present,
payments under the Plan are limited to the annual rate of 0.25% of
average net assets. Under its class B and class M Distribution
Plans, the fund compensates Putnam Mutual Funds at the annual rate
of up to 1.00% of average net assets attributable to class B shares
and class M shares, as the case may be, although for class M shares,
a limit of 0.75% of average net assets is currently in effect.
Payments under the plans compensate Putnam Mutual Funds for services
provided and expenses incurred by it in promoting the sale of shares
of the fund, reducing redemptions or maintaining or improving
services provided to shareholders by Putnam Mutual Funds or by
dealers. A substantial portion of payments made to Putnam Mutual
Funds under these plans is used to pay or reimburse Putnam Mutual Funds
for payment of service fees paid to investment dealers for
their ongoing services to shareholders. As of the date of this
proxy statement, the shares of the fund have not yet been divided
into classes and no payments have been made under the plans.
Assets and shares outstanding of your fund
as of June 30, 1995
Net assets $3,676,531
Shares outstanding and authorized to vote 310,878 shares
Persons beneficially owning more than
5% of the fund's shares as of July 7, 1995 :
Putnam Investments Inc., One Post Office Square, Boston, MA
02109 holds 253,211.722 shares of the fund representing
81.45% of the fund's shares and has sole voting and
investment power with respect to such shares.
For the Fiscal Year Ended December 31, 1994
Management Contract
--------------------------------------------------------------
The management contract dated
March 5, 1993, was approved by
the sole shareholder on March 22, 1993
and was last approved by
the Trustees on January 6, 1995.
Management fee
paid to Putnam Management NONE
reflecting a waiver of $19,793 due to
an expense limitation
Reimbursement paid by the fund to Putnam
Management for compensation and related expenses
including employee benefit plan contributions
for the fund's Executive Vice President
(Charles E. Porter), Senior Vice President
(Patricia C. Flaherty), Clerk (Beverly Marcus),
and their assistants $40
Payments to affiliates
Sales charges on sales of class A shares
retained by Putnam Mutual Funds
after payments to selling broker-dealers NONE
Deferred sales charges on class A share
redemptions retained by Putnam Mutual Funds NONE
Investor servicing and custodian fees
paid to Putnam Fiduciary Trust Company
(after application of credits, if any) $25,879<PAGE>
EXHIBIT A
MANAGEMENT FEE RATE NAME OF FUND
(based on average net assets) (net assets as of June 30, 1995)
0.70% of the first $500 million, Putnam Voyager Fund
0.60% of the next $500 million, $6,488,045,674
0.55% of the next $500 million,
0.50% of the next $500 million,
0.475% of the next $5 billion ,
0.455% of the next $5 billion,
0.44% of the next $5 billion, and
0.43% thereafter
0.70% of the first $500 million, Putnam Asset Allocation Funds:
0.60% of the next $500 million, Growth Portfolio
0.55% of the next $500 million, and $253,145,190
0.50% thereafter Putnam Capital Manager Trust:
PCM New Opportunities Fund
$194,648,298
PCM Voyager Fund
$1,388,247,747
Putnam New Opportunities Fund
$2,386,826,942
Putnam OTC Emerging Growth Fund
$794,660,227
0.65% of the first $500 million, Putnam Capital Appreciation Fund
0.55% of the next $500 million, $203,239,624
0.50% of the next $500 million, and Putnam Investors Fund
0.45% thereafter $958,524,254
Putnam Vista Fund
$1,061,993,226
<PAGE>
EXHIBIT B
This exhibit provides the management contract with proposed
additions and deletions with respect to Putnam Voyager Fund II. The
additions are indicated in (( )) and deletions are indicated by
// //.
//PUTNAM GROWTH FUND// ((PUTNAM VOYAGER FUND II))
MANAGEMENT CONTRACT
Management Contract dated as of //March 5, 1993// ((October ,
1995)) between //PUTNAM GROWTH FUND// ((PUTNAM VOYAGER FUND II)),
a Massachusetts business trust (the "Fund"), and //THE PUTNAM
MANAGEMENT COMPANY, INC.,// ((PUTNAM INVESTMENT MANAGEMENT,
INC.,)) a //Delaware// ((Massachusetts)) corporation (the
"Manager").
WITNESSETH:
That in consideration of the mutual covenants herein contained,
it is agreed as follows:
1. SERVICES TO BE RENDERED BY MANAGER TO FUND.
(a) The Manager, at its expense, will furnish continuously an
investment program for the Fund, will determine what investments
shall be purchased, held, sold or exchanged by the Fund and what
portion, if any, of the assets of the Fund shall be held
uninvested and shall, on behalf of the Fund, make changes in the
Fund's investments. Subject always to the control of the
Trustees of the Fund and except for the functions carried out by
the officers and personnel referred to in Section 1(d), the
Manager will also manage, supervise and conduct the other affairs
and business of the Fund and matters incidental thereto. In the
performance of its duties, the Manager will comply with the
provisions of the Agreement and Declaration of Trust and By-Laws
of the Fund and its stated investment objectives, policies and
restrictions, and will use its best efforts to safeguard and
promote the welfare of the Fund and to comply with other policies
which the Trustees may from time to time determine and shall
exercise the same care and diligence expected of the Trustees.
(b) The Manager, at its expense, except as such expense is paid
by the Fund as provided in Section 1(d), will furnish (1) all
necessary investment and management facilities, including
salaries of personnel, required for it to execute its duties
faithfully; (2) suitable office space for the Fund; and (3)
administrative facilities, including bookkeeping, clerical
personnel and equipment necessary for the efficient conduct of
the affairs of the Fund, including determination of the Fund's
net asset value, but excluding shareholder accounting services.
Except as otherwise provided in Section 1(d), the Manager will
pay the compensation, if any, of the officers of the Fund.
(c) The Manager, at its expense, shall place all orders for the
purchase and sale of portfolio investments for the Fund's account
with brokers or dealers selected by the Manager. In the
selection of such brokers or dealers and the placing of such
orders, the Manager shall use its best efforts to obtain for the
Fund the most favorable price and execution available, except to
the extent it may be permitted to pay higher brokerage
commissions for brokerage and research services as described
below. In using its best efforts to obtain for the Fund the most
favorable price and execution available, the Manager, bearing in
mind the Fund's best interests at all times, shall consider all
factors it deems relevant, including by way of illustration,
price, the size of the transaction, the nature of the market for
the security, the amount of the commission, the timing of the
transaction taking into account market prices and trends, the
reputation, experience and financial stability of the broker or
dealer involved and the quality of service rendered by the broker
or dealer in other transactions. Subject to such policies as the
Trustees of the Fund may determine, the Manager shall not be
deemed to have acted unlawfully or to have breached any duty
created by this Contract or otherwise solely by reason of its
having caused the Fund to pay a broker or dealer that provides
brokerage and research services to the Manager an amount of
commission for effecting a portfolio investment transaction in
excess of the amount of commission another broker or dealer would
have charged for effecting that transaction, if the Manager
determines in good faith that such amount of commission was
reasonable in relation to the value of the brokerage and research
services provided by such broker or dealer, viewed in terms of
either that particular transaction or the Manager's overall
responsibilities with respect to the Fund and to other clients of
the Manager as to which the Manager exercises investment
discretion. The Manager agrees that in connection with purchases
or sales of portfolio investments for the Fund's account, neither
the Manager nor any officer, director, employee or agent of the
Manager shall act as a principal or receive any commission other
than as provided in Section 3.
(d) The Fund will pay or reimburse the Manager for the
compensation in whole or in part of such officers of the Fund and
persons assisting them as may be determined from time to time by
the Trustees of the Fund. The Fund will also pay or reimburse
the Manager for all or part of the cost of suitable office space,
utilities, support services and equipment attributable to such
officers and persons, as may be determined in each case by the
Trustees of the Fund. The Fund will pay the fees, if any, of the
Trustees of the Fund.
(e) The Manager shall pay all expenses incurred in connection
with the organization of the Fund and the initial public offering
and sale of its shares of beneficial interest, provided that upon
the issuance and sale of such shares to the public pursuant to
the offering, and only in such event, the Fund shall become
liable for, and to the extent requested reimburse
the Manager for, registration fees payable to the Securities and
Exchange Commission and for an additional amount not exceeding
$125,000 as its agreed share of such expenses.
(f) The Manager shall not be obligated to pay any expenses of or
for the Fund not expressly assumed by the Manager pursuant to
this Section 1 other than as provided in Section 3.
2. OTHER AGREEMENTS, ETC.
It is understood that any of the shareholders, Trustees, officers
and employees of the Fund may be a shareholder, director, officer
or employee of, or be otherwise interested in, the Manager, and
in any person controlled by or under common control with the
Manager, and that the Manager and any person controlled by or
under common control with the Manager may have an interest in the
Fund. It is also understood that the Manager and any person
controlled by or under common control with the Manager have and
may have advisory, management, service or other contracts with
other organizations and persons, and may have other interests and
business.
3. COMPENSATION TO BE PAID BY THE FUND TO THE MANAGER.
The Fund will pay to the Manager as compensation for the
Manager's services rendered, for the facilities furnished and for
the expenses borne by the Manager pursuant to paragraphs (a),
(b), (c) and (e) of Section 1, a fee, computed and paid quarterly
at the annual rate of:
// (a) 0.65% of the first $500 million of the average net
asset value of the Fund;
(b) 0.55% of the next $500 million of such average net
asset value;
(c) 0.50% of the next $500 million of such average net
asset value; and
(f) 0.45% of any excess over $1.5 billion of such average
net asset value.//
(( (a) 0.70% of the first $500 million of the
average net asset value of the Fund;
(b) 0.60% of the next $500 million of such average net asset value;
(c) 0.55% of the next $500 million of such average net
asset value;
(d) 0.50% of the next $5 billion of such average net asset
value;
(e) 0.475% of the next $5 billion of such average net
asset value;
(f) 0.455% of the next $5 billion of such average net
asset value;
(g) 0.44% of the next $5 billion of such average net asset
value; and
(h) 0.43% thereafter.))
Such average net asset value shall be determined by taking an
average of all of the determinations of such net asset value
during such quarter at the close of business on each business day
during such quarter while this Contract is in effect. Such fee
shall be payable for each fiscal quarter within 30 days after the
close of such quarter and shall commence accruing as of the date
of the initial issuance of shares of the Fund to the public.
The fees payable by the Fund to the Manager pursuant to this
Section 3 shall be reduced by any commissions, fees, brokerage or
similar payments received by the Manager or any affiliated person
of the Manager in connection with the purchase and sale of
portfolio investments of the Fund, less any direct expenses
approved by the Trustees incurred by the Manager or any
affiliated person of the Manager in connection with obtaining
such payments.
In the event that expenses of the Fund for any fiscal year
should exceed the expense limitation on investment company
expenses imposed by any statute or regulatory authority of any
jurisdiction in which shares of the Fund are qualified for offer
or sale, the compensation due the Manager for such fiscal year
shall be reduced by the amount of excess by a reduction or refund
thereof. In the event that the expenses of the Fund exceed any
expense limitation which the Manager may, by written notice to
the Fund, voluntarily declare to be effective subject to such
terms and conditions as the Manager may prescribe in such notice,
the compensation due the Manager shall be reduced, and, if
necessary, the Manager shall assume expenses of the Fund to the
extent required by the terms and conditions of such expense
limitation.
If the Manager shall serve for less than the whole of a quarter,
the foregoing compensation shall be prorated.
<PAGE>
4. ASSIGNMENT TERMINATES THIS CONTRACT; AMENDMENTS OF THIS
CONTRACT.
This Contract shall automatically terminate, without the payment
of any penalty, in the event of its assignment; and this Contract
shall not be amended unless such amendment be approved at a
meeting by the affirmative vote of a majority of the outstanding
shares of the Fund, and by the vote, cast in person at a meeting
called for the purpose of voting on such approval, of a majority
of the Trustees of the Fund who are not interested persons of the
Fund or of the Manager.
5. EFFECTIVE PERIOD AND TERMINATION OF THIS CONTRACT.
This Contract shall become effective upon its execution, and
shall remain in full force and effect continuously thereafter
(unless terminated automatically as set forth in Section 4) until
terminated as follows:
(a) Either party hereto may at any time terminate this Contract
by not more than sixty days' nor less than thirty days' written
notice delivered or mailed by registered mail, postage prepaid,
to the other party, or
(b) If (i) the Trustees of the Fund or the shareholders by the
affirmative vote of a majority of the outstanding shares of the
Fund, and (ii) a majority of the Trustees of the Fund who are not
interested persons of the Fund or of the Manager, by vote cast in
person at a meeting called for the purpose of voting on such
approval, do not specifically approve at least annually the
continuance of this Contract, then this Contract shall
automatically terminate at the close of business on ((the second
anniversary of its execution,)) // January 31, 1995// or ((upon))
the expiration of one year from the effective date of the last
such continuance, whichever is later.
Action by the Fund under (a) above may be taken either (i) by
vote of a majority of its Trustees, or (ii) by the affirmative
vote of a majority of the outstanding shares of the Fund.
Termination of this Contract pursuant to this Section 5 will be
without the payment of any penalty.
<PAGE>
6. CERTAIN DEFINITIONS.
For the purposes of this Contract, the "affirmative vote of a
majority of the outstanding shares of the Fund" means the
affirmative vote, at a duly called and held meeting of
shareholders of the Fund, (a) of the holders of 67% or more of
the shares of the Fund present (in person or by proxy) and
entitled to vote at such meeting, if the holders of more than 50%
of the outstanding shares of the Fund entitled to vote at such
meeting are present in person or by proxy, or (b) of the holders
of more than 50% of the outstanding shares of the Fund entitled
to vote at such meeting, whichever is less.
For the purposes of this Contract, the terms "affiliated
person", "control", "interested person" and "assignment" shall
have their respective meanings defined in the Investment Company
Act of 1940 and the Rules and Regulations thereunder (the "1940
Act"), subject, however, to such exemptions as may be granted by
the Securities and Exchange Commission under said Act; the term
"specifically approve at least annually" shall be construed in a
manner consistent with the 1940 Act; and the Rules and
Regulations thereunder; and the term "brokerage and research
services" shall have the meaning given in the Securities Exchange
Act of 1934 and the Rules and Regulations thereunder.
7. NON-LIABILITY OF MANAGER.
In the absence of willful misfeasance, bad faith or gross
negligence on the part of the Manager, or reckless disregard of
its obligations and duties hereunder, the Manager shall not be
subject to any liability to the Fund or to any shareholder of the
Fund, for any act or omission in the course of, or connected
with, rendering services hereunder.
((8. TERMINATION OF PRIOR CONTRACT.
This Contract shall become effective as of its date, and
supersedes the Management Contract dated March 5, 1993.))
//8.// ((9.)) LIMITATION OF LIABILITY OF THE TRUSTEES,
OFFICERS, AND SHAREHOLDERS.
A copy of the Agreement and Declaration of Trust of the Fund is
on file with the Secretary of State of The Commonwealth of
Massachusetts, and notice is hereby given that this instrument is
executed on behalf of the Trustees of the Fund as Trustees and
not individually and that the obligations of or arising out of
this instrument are not binding upon any of the Trustees,
officers or shareholders individually but are binding only upon
the assets and property of the Fund.
IN WITNESS WHEREOF, //PUTNAM GROWTH FUND// (( PUTNAM
VOYAGER FUND II)) and //THE PUTNAM MANAGEMENT COMPANY,
INC.// ((PUTNAM INVESTMENT MANAGEMENT, INC.)) have each caused
this instrument to be signed in duplicate in its behalf by its
President or a Vice President thereunto duly authorized, all as
of the day and year first above written.
//PUTNAM GROWTH FUND//
(( PUTNAM VOYAGER FUND II))
By: --------------------------------
//THE PUTNAM MANAGEMENT COMPANY, INC.//
((PUTNAM INVESTMENT MANAGEMENT,
INC.))
By: ---------------------------
<PAGE>
PUTNAMINVESTMENTS
The Putnam Funds
One Post Office Square
Boston, Massachusetts 02109
Toll-free 1-800-225-1581
<PAGE>
PUTNAMINVESTMENTS
This is your PROXY CARD.
Please vote this proxy, sign it below, and return it promptly in
the envelope provided. Your vote is important.
Proxy for a meeting of shareholders, September 29, 1995, for
Putnam Voyager Fund II.
This proxy is solicited on behalf of the Trustees of the fund.
The undersigned 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 to vote, as designated below, at the meeting of
shareholders of Putnam Voyager Fund II on September 29, 1995, at
11:00 a.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 of you should sign. When signing as an
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
If you complete and sign the proxy, we'll vote it exactly as you
tell us. If you simply sign the proxy, it will be voted FOR
Proposals 1 and 2. The Proxies will also be authorized to vote
upon such other matters that may come before the meeting.
Please mark your choices / X / in blue or black ink.
FOR AGAINST ABSTAIN
1. PROPOSAL TO RATIFY
the selection of / / / / / /
Coopers & Lybrand L.L.P.
as auditors.
2. Proposal to approve / / / / / /
a new management contract
increasing the management
fees payable to Putnam
Investment Management, Inc.
Note: If you have questions on any of the proposals, please call
1-800-225-1581.
