SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
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Filed by the Registrant / 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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/ X / Preliminary Proxy Statement ----
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/ / Preliminary Additional Materials ----
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/ / Definitive Proxy Statement
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/ / Definitive Additional Materials
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/ / Soliciting Material Pursuant to Sec. 240.14a-11(e) or
---- Sec. 240.14a-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).
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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:
----
/ / 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 VOYAGER FUND II
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 pages [ ] and [ ].
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.
(PUTNAM LOGO APPEARS HERE)
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 adviser.
A Message from the Chairman
(Photograph of George Putnam appears here)
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 the following
matters:
1. Electing Trustees to oversee your fund;
2. Ratifying the selection by the Trustees of the independent
auditors of your fund for its current fiscal year;
3. Approving amendments to certain of your fund's fundamental
investment restrictions; and
4. Approving the elimination of certain of your fund's
fundamental investment restrictions.
Although we would like very much to have each shareholder attend
their 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 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
adviser or call a Putnam customer service representative at
1-800-225-1581.
Sincerely yours,
(signature of George Putnam)
George Putnam, Chairman
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 December
5, 1996 at 2:00 p.m., Boston time, on the eighth floor of One
Post Office Square, Boston, Massachusetts, to consider the
following:
1. Electing Trustees. See page [ ].
2. Ratifying the selection by the Trustees of the independent
auditors of your fund for its current fiscal year. See
page [ ].
3.A. Approving an amendment to the fund's fundamental investment
restriction with respect to investments in the voting
securities of a single issuer. See page [ ].
3.B. Approving an amendment to the fund's fundamental investment
restriction with respect to making loans. See page [ ].
3.C. Approving an amendment to the fund's fundamental investment
restriction with respect to senior securities. See
page [ ].
3.D. Approving an amendment to the fund's fundamental investment
restriction with respect to investments in commodities. See
page [ ].
4.A. Approving the elimination of the fund's fundamental
investment restriction with respect to investments in
securities of issuers in which management of the fund or
Putnam Investment Management owns securities. See
page [ ].
4.B. Approving the elimination of the fund's fundamental
investment restriction with respect to margin transactions.
See page [ ].
4.C. Approving the elimination of the fund's fundamental
investment restriction with respect to short sales. See
page [ ].
4.D. Approving the elimination of the fund's fundamental
investment restriction with respect to pledging assets. See
page [ ].
4.E. Approving the elimination of the fund's fundamental
investment restriction with respect to investments in
restricted securities. See page [ ].
4.F. Approving the elimination of the fund's fundamental
investment restriction with respect to investments in
certain oil, gas and mineral interests. See page [ ].
4.G. Approving the elimination of the fund's fundamental
investment restriction with respect to investing to gain
control of a company's management. See page [ ].
5. 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
Ronald J. Jackson Eli Shapiro
Elizabeth T. Kennan A.J.C. Smith
Lawrence J. Lasser 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.
October 7, 1996
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 adviser.
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 the fund to be
held on December 5, 1996 and, if your fund's meeting is
adjourned, at any later meetings, for the purposes stated in the
Notice of 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 the election of all nominees;
2. For selecting Coopers & Lybrand L.L.P. as the independent
auditors of your fund;
3.A. For amending the fund's fundamental investment restriction
with respect to investments in the voting securities of a
single issuer;
3.B. For amending the fund's fundamental investment restriction
with respect to making loans;
3.C. For amending the fund's fundamental investment restriction
with respect to senior securities;
3.D. For amending the fund's fundamental investment restriction
with respect to investments in commodities;
4.A. For eliminating the fund's fundamental investment
restriction with respect to investments in securities of
issuers in which management of the fund or Putnam Investment
Management owns securities;
4.B. For eliminating the fund's fundamental investment
restriction with respect to margin transactions;
4.C. For eliminating the fund's fundamental investment
restriction with respect to short sales;
4.D. For eliminating the fund's fundamental investment
restriction with respect to pledging assets;
4.E. For eliminating the fund's fundamental investment
restriction with respect to investments in restricted
securities;
4.F. For eliminating the fund's fundamental investment
restriction with respect to investments in certain oil, gas
and mineral interests; and
4.G. For eliminating the fund's fundamental investment
restriction with respect to investing to gain control of a
company's management.
Who is eligible to vote?
Shareholders of record at the close of business on September 6,
1996 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 October 7, 1996.
Each share is entitled to one vote. Shares represented by duly
executed proxies will be voted in accordance with shareholders'
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 the
meeting, your shares will be voted at the Trustees' discretion.
The Proposals
I. ELECTION OF TRUSTEES
Who are the nominees for Trustees?
The Nominating Committee of the Trustees recommends that the
number of Trustees be fixed at fourteen 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 Nominating Committee of the Trustees 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").
Jameson Adkins Baxter
[Insert Picture]
Ms. Baxter, age 53, is the President of Baxter Associates, Inc.,
a management and financial consulting firm which 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, Avondale Federal Savings Bank, 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; and Chair of the Board of Governors of
Good Shepherd Hospital. Ms. Baxter is a graduate of Mount
Holyoke College.
Hans H. Estin
[Insert Picture]
Mr. Estin, age 68, is a Chartered Financial Analyst and the Vice
Chairman of North American Management Corp., a registered
investment adviser serving individual clients and their families.
Mr. Estin currently also serves as a Director of The Boston
Company, Inc., a registered investment adviser which provides
administrative and investment management services to mutual funds
and other institutional investors, and Boston Safe Deposit and
Trust Company; a Corporation Member of Massachusetts General
Hospital; and 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.
John A. Hill
[Insert Picture]
Mr. Hill, age 54, is the Chairman and Managing Director of First
Reserve Corporation, a registered investment adviser 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 Snyder Oil
Corporation, an exploration and production company which he
founded, Maverick Tube Corporation, a manufacturer of structural
steel, pipe and well casings, PetroCorp Incorporated, an
exploration and production company, Weatherford Enterra, Inc., an
oil field service company, various private companies controlled
by First Reserve Corporation, and various First Reserve Funds.
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.
Ronald J. Jackson
[Insert Picture]
Mr. Jackson, age 52, was Chairman of the Board, President and
Chief Executive Officer of Fisher-Price, Inc., a major toy
manufacturer, from 1990 to 1993. 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 currently serves as a Director of Safety 1st, Inc., a
company which markets a wide range of child care and safety
products. He also serves as a Trustee of Salem Hospital and an
Overseer of the Peabody Essex Museum. He previously served as a
Director of a number of public companies including Fisher-Price,
Inc., Kenner Parker Toys, Inc., Stride-Rite, Inc., and Mattel,
Inc., a major toy manufacturer. Mr. Jackson is a graduate of
Michigan State University Business School.
Elizabeth T. Kennan
[Insert Picture]
Ms. Kennan, age 58, is President Emeritus and Professor 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 and
published numerous articles.
Ms. Kennan currently also serves as a Director of NYNEX
Corporation, a telecommunications company, Northeast Utilities,
the Kentucky Home Life Insurance Companies, and Talbots. She
also serves as a Member of The Folger Shakespeare Library
Committee. She is currently active in various educational and
civic associations, including the Committee on Economic
Development and the Council on Foreign Relations. Ms. Kennan is
a graduate of Mount Holyoke College, the University of Washington
and St. Hilda College at Oxford University and holds several
honorary doctorates.
Lawrence J. Lasser*
[Insert Picture]
Mr. Lasser, age 53, is the Vice President of your fund and 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, and INROADS/Central New England, Inc., a job market
internship program for minority high school and college students.
He is a Member of the Board of Overseers of the Museum of
Science, the Museum of Fine Arts and the Isabella Stewart Gardner
Museum in Boston. He is also a Trustee of the Beth Israel
Hospital and Buckingham, Browne and Nichols School. Mr. Lasser
is a graduate of Antioch College and Harvard Business School.
Robert E. Patterson
[Insert Picture]
Mr. Patterson, age 51, is the Executive Vice President and
Director of Acquisitions of Cabot Partners Limited Partnership, a
registered investment adviser which manages 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 and as a Director of Brandywine Trust Company.
Mr. Patterson is a graduate of Harvard College and Harvard Law
School.
Donald S. Perkins*
[Insert Picture]
Mr. Perkins, age 69, is the retired Chairman of the Board of
Jewel Companies, Inc., a diversified retailer, where among other
roles he served as President, Chief Executive Officer and
Chairman of the Board from 1965 to 1980. He currently also
serves as a Director of various other public corporations,
including AON Corp., an insurance company, Cummins Engine
Company, Inc., an engine and power generator equipment
manufacturer and assembler, Current Assets L.L.C., a corporation
providing financial staffing services, Illinova and Illinois
Power Co., Inland Steel Industries, Inc., LaSalle Street Fund,
Inc., a real estate investment trust, Lucent Technologies Inc.,
Springs Industries, Inc., a textile manufacturer, and Time
Warner, Inc., one of the nation's largest media conglomerates.
He previously served as a Director of several other major public
corporations, including Corning Glass Works, Eastman Kodak
Company, Firestone Tire & Rubber Company and Kmart Corporation.
Mr. Perkins currently also serves as a Trustee and Vice Chairman
of Northwestern University and as a Trustee of the Hospital
Research and Education Trust. He is currently active in various
civic and business associations, including the Business Council
and the Civic Committee of the Commercial Club of Chicago, of
which he is the founding Chairman. Mr. Perkins is a graduate of
Yale University and Harvard Business School and holds an honorary
doctorate from Loyola University of Chicago.
William F. Pounds
[Insert Picture]
Dr. Pounds, age 68, is the Vice Chairman of your fund and of the
other Putnam funds. He has been a Professor of Management at the
Alfred P. Sloan School of Management at the Massachusetts
Institute of Technology since 1961 and served as Dean of that
School from 1966 to 1980. He previously served as Senior Advisor
to the Rockefeller Family and Associates and was a past Chairman
of Rockefeller & Co., Inc., a registered investment adviser which
manages Rockefeller family assets, and Rockefeller Trust Company.
Dr. Pounds currently also serves as a Director of IDEXX
Laboratories, Inc., EG&G, Inc., Perseptive Biosystems, Inc.,
Management Sciences For Health, Inc. and Sun Company, Inc. He is
also a Trustee of the Museum of Fine Arts in Boston; an Overseer
of WGBH Educational Foundation, and a Fellow of The American
Academy of Arts and Sciences. He previously served as a Director
of Fisher-Price, Inc. and General Mills, Inc. Dr. Pounds is a
graduate of Carnegie-Mellon University.
George Putnam*
[Insert Picture]
Mr. Putnam, age 70, is the Chairman and President of your fund
and of the other Putnam funds. He is the Chairman and a Director
of Putnam Management and Putnam Mutual Funds Corp. and a Director
of Marsh & McLennan, their parent company. Mr. Putnam is the son
of the founder of the Putnam funds and Putnam Management and has
been employed in various capacities by Putnam Management since
1951, including Chief Executive Officer from 1961 to 1973. He is
a former Overseer and Treasurer of Harvard University; a past
Chairman of the Harvard Management Company; and a Trustee
Emeritus of Wellesley College and Bradford College.
Mr. Putnam currently also serves as a Director of The Boston
Company, Inc., Boston Safe Deposit and Trust Company, Freeport-
McMoRan, Inc., Freeport Copper and Gold, Inc., McMoRan Oil and
Gas, Inc., mining and natural resources companies, General Mills,
Inc., Houghton Mifflin Company, a major publishing company, and
Rockefeller Group, Inc., a real estate manager. He is also a
Trustee of Massachusetts General Hospital, McLean Hospital,
Vincent Memorial Hospital, WGBH Educational Foundation and the
Museum of Fine Arts and the Museum of Science in Boston; the New
England Aquarium; an Overseer of Northeastern University; and a
Fellow of The American Academy of Arts and Sciences. Mr. Putnam
is a graduate of Harvard College and Harvard Business School and
holds honorary doctorates from Bates College and Harvard
University.
George Putnam, III*
[Insert Picture]
Mr. Putnam, age 45, 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 adviser 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
Massachusetts Audubon Society. He is also a Trustee of the Sea
Education Association and St. Mark's School and an Overseer of
the New England Medical Center. Mr. Putnam is a graduate of
Harvard College, Harvard Business School and Harvard Law School.
Eli Shapiro
[Insert Picture]
Dr. Shapiro, age 80, is the Alfred P. Sloan Professor of
Management, Emeritus at the Alfred P. Sloan School of Management
at the Massachusetts Institute of Technology, having served on
the faculty of the Sloan School for eighteen years. He
previously was also on the faculty of Harvard Business School,
The University of Chicago School of Business and Brooklyn
College. During his academic career, Dr. Shapiro authored
numerous publications concerning finance and related topics. He
previously served as the President and Chief Executive Officer of
the National Bureau of Economic Research and also provided
economic and financial consulting services to various clients.
Dr. Shapiro is a past Director of many companies, including
Nomura Dividend Income Fund, Inc., a privately held registered
investment company managed by Putnam Management, Reece
Corporation, a sewing machine manufacturer, Commonwealth
Mortgage, Dexter Corporation, a manufacturer of plastics and
related products, Avis Corporation, a car rental company,
Connecticut Bank and Trust Company, Connecticut National Gas
Corporation, the Federal Home Loan Bank of Boston, where he
served as Chairman from 1977 to 1989, Travelers' Corporation, an
insurance company, and Norlin Corporation, a musical instrument
manufacturer; and a past Trustee of Mount Holyoke College and the
Putnam funds (from 1984 to 1989).
Dr. Shapiro is a Fellow of The American Academy of Arts and
Sciences and is active in various professional and civic
associations, including the American Economic Association, the
American Finance Association and the Council on Foreign
Relations. Dr. Shapiro is a graduate of Brooklyn College and
Columbia University.
A.J.C. Smith*
[Insert Picture]
Mr. Smith, age 62, 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., and he also serves
as a Trustee of the Carnegie Hall Society, the Central Park
Conservancy, The American Institute for Chartered Property
Underwriters, and is 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 in Public
Practice, 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.
W. Nicholas Thorndike**
[Insert Picture]
Mr. Thorndike, age 63, serves as a Director of various
corporations and charitable organizations, including Data General
Corporation, a computer and high technology company, Bradley Real
Estate, Inc., a real estate investment firm, Providence Journal
Co., a newspaper publisher and owner of television stations, and
Courier Corporation, a book binding and printing company. He is
also a Trustee of Eastern Utilities Associates, Massachusetts
General Hospital, where he previously served as chairman and
president, and Northeastern University.
Prior to December 1988, he was the Chairman of the Board and
Managing Partner of Wellington Management Company/Thorndike,
Doran, Paine & Lewis, a registered investment adviser which
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. Putnam, Lasser, and Smith are deemed
"interested persons" by virtue of their positions as
officers or shareholders 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, Mr. Putnam's
son, is also an "interested person" of your fund, Putnam
Management and Putnam Mutual Funds. Mr. Perkins may be
deemed to be an "interested person" of your fund because of
his service as a director of a certain publicly held company
that includes registered broker-dealer firms among its
subsidiaries. Neither your fund nor any of the other Putnam
funds currently engages in any transactions with such firms
except that certain of such firms act as dealers in the
retail sale of shares of certain Putnam funds in the
ordinary course of their business. The balance of the
nominees are not "interested persons."
** In February 1994 Mr. Thorndike accepted appointment as a
successor trustee of certain private trusts in which he has
no beneficial interest. At that time he also became
Chairman of the Board of two privately owned corporations
controlled by such trusts, serving in that capacity until
October 1994. These corporations filed voluntary petitions
for relief under Chapter 11 of the U.S. Bankruptcy Code in
August 1994.
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. Except for Ms. Baxter,
Dr. Shapiro, and Mr. Jackson, all the nominees were elected by
the sole shareholder in March 1993. Ms. Baxter, Dr. Shapiro and
Mr. Jackson were elected by the other Trustees in January 1994,
April 1995 and May 1996, respectively. As indicated above, Dr.
Shapiro also previously served as a Trustee of the Putnam funds
from 1984 to 1989. The 14 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 recommend
that the shareholders fix the number of Trustees at less than 14
for your fund.
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, distribution 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 99 Putnam funds
based on their own investment needs. The Trustees' aggregate
investments in the Putnam funds total over $47 million. The
table below lists each Trustee's current investments in the fund
and in the Putnam funds as a group.
Share Ownership by Trustees
Year first Number of Number of
elected as shares of the shares of all
Trustee of fund owned Putnam funds
the Putnam as of owned as of
Trustees funds June 28, 1996* June 28, 1996**
----------------------------------------------------------------
Jameson A. Baxter 1994 900 24,102
Hans H. Estin 1972 109 26,270
John A. Hill 1985 3,800 123,624
Ronald J. Jackson 1996 632 12,209
Elizabeth T. Kennan 1992 942 27,475
Lawrence J. Lasser 1992 28,669 451,608
Robert E. Patterson 1984 667 60,322
Donald S. Perkins 1982 4,711 160,110
William F. Pounds 1971 1,280 348,913
George Putnam 1957 2,189 1,516,577
George Putnam, III 1984 943 287,830
Eli Shapiro 1995*** 12,377 80,667
A.J.C. Smith 1986 200 35,339
W. Nicholas Thorndike 1992 108 79,113
-----------------------------------------------------------------------
* Except as noted below, each Trustee has sole investment power
and sole voting power
with respect to his or her shares of the fund.
** These holdings do not include shares of Putnam money market funds.
*** Dr. Shapiro previously served as a Trustee of the Putnam funds
from 1984 to 1989.
As of June 28, 1996, the Trustees and officers of the fund owned a total of
87,660 shares
of the fund, comprising less than 1% of its outstanding shares on that date.
A total of
20,500 of these shares are held by certain "interested" Trustees and officers
of your fund
and Putnam Management in their Putnam Investments, Inc. Profit Sharing
Retirement Plan
accounts. Each individual accountholder has sole investment power and shared
voting power
with respect to his/her account.
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 reviewing the fees paid to 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 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;
- 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 include: the Contract Committee, which reviews
all contractual arrangements with Putnam Management and its
affiliates; the Communication and Service Committee, which
reviews the quality of services provided by your fund's investor
servicing agent, custodian and distributor; the Pricing,
Brokerage and Special Investments Committee, which reviews
matters relating to valuation of securities, best execution,
brokerage costs and allocations and new investment techniques;
the Audit Committee, which reviews accounting policies and the
adequacy of internal controls and supervises the engagement of
the funds' auditors; the Compensation, Administration and Legal
Affairs Committee, which reviews the compensation of the Trustees
and their administrative staff and supervises the engagement of
the funds' independent counsel; and the Nominating Committee,
which is responsible for selecting nominees for election as
Trustees.
Each Trustee generally attends at least two formal committee
meetings during such monthly meeting of the Trustees. During
1995, 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?
Your fund pays each Trustee 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 fees paid to each
Trustee by your fund and by all of the Putnam funds are shown
below:
Compensation Table+
Total
Aggregate compensation
compensation from all
Trustees from the fund* Putnam funds**
--------------------------------------------------------------
Jameson A. Baxter $152 $150,854
Hans H. Estin 149 150,854
John A. Hill 152 149,854
Elizabeth T. Kennan 149 148,854
Lawrence J. Lasser 143 150,854
Robert E. Patterson 154 152,854
Donald S. Perkins 143 150,854
William F. Pounds 152 149,854
George Putnam 149 150,854
George Putnam, III 149 150,854
Eli Shapiro*** 108 95,372
A.J.C. Smith 142 149,854
W. Nicholas Thorndike 154 152,854
+ Ronald J. Jackson became a Trustee of the fund effective May 3,
1996 and received no compensation from the fund or the other
Putnam funds in 1995.
* Includes an annual retainer and an attendance fee for each
meeting attended.
** Reflects total payments received from all Putnam funds in the
most recent calendar year. As of December 31, 1995, there were
99 funds in the Putnam family.
*** Elected as a Trustee in April 1995.
Your fund's Trustees have approved Retirement Guidelines for
Trustees of the Putnam funds. These guidelines provide generally
that a Trustee who retires after reaching age 72 and who has at
least 10 years of continuous service will be eligible to receive a
retirement benefit from each Putnam fund for which he or she served
as a Trustee. The amount and form of such benefit is subject to
determination annually by the Trustees and, unless otherwise
determined by the Trustees, will be an annual cash benefit payable
for life equal to one-half of the Trustee retainer fees paid by each
fund at the time of retirement. Several retired Trustees are
currently receiving benefits pursuant to the Guidelines and it is
anticipated that the current Trustees will receive similar benefits
upon their retirement. A Trustee who retired in calendar 1995 and
was eligible to receive benefits under these Guidelines would have
received an annual benefit of $66,749, based upon the aggregate
retainer fees paid by the Putnam funds for such year. The Trustees
reserve the right to amend or terminate such Guidelines and the
related payments at any time, and may modify or waive the foregoing
eligibility requirements when deemed appropriate.
For additional information about your fund, including further
information about its Trustees and officers, please see "Further
Information About Your Fund," on page [ ].
Putnam Investments
Putnam Investment Management, Inc. and its affiliates, Putnam Mutual
Funds, the principal underwriter for shares of your fund and Putnam
Fiduciary Trust Company, your 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. and its operating
subsidiaries are professional services firms with insurance and
reinsurance brokering, consulting, and investment management
businesses.
2. SELECTION OF INDEPENDENT AUDITORS
Coopers & Lybrand L.L.P., One Post Office Square, Boston,
Massachusetts, independent accountants, has been selected by the
Trustees as the auditor of your 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.
PROPOSALS 3 AND 4
As described in the following proposals, the Trustees are
recommending that shareholders approve a number of changes to your
fund's fundamental investment restrictions, including the
elimination of certain of these restrictions. The purpose of these
changes is to standardize the investment restrictions of all of the
Putnam funds, including your fund where appropriate, and in certain
cases to increase the fund's investment flexibility. By having
standard investment restrictions for all Putnam funds, Putnam
Management will be able to more easily monitor each fund's
compliance with its investment policies. Many of these changes will
have little practical effect on the way the fund is managed given
the fund's current investment objective and policies.
Several of the proposals request that certain fundamental
restrictions be made non-fundamental, so that the fund would have
the ability to modify or eliminate these restrictions at a later
date without shareholder approval. As of the date of the mailing of
this proxy statement, there is legislation pending before the U.S.
Congress which seeks to end all state-imposed investment limitations
on investment companies like the fund. Since many of these
restrictions are the result of state securities law requirements,
this legislation, if successful, would most likely lead to the
removal of some or all of these non-fundamental restrictions.
The adoption of any of these proposals is not contingent on the
adoption of any other proposal.
3.A. AMENDING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION WITH
RESPECT TO INVESTMENTS IN THE VOTING SECURITIES OF A SINGLE
ISSUER
The Trustees are recommending that the fund's fundamental investment
restriction with respect to investments in the voting securities of
a single issuer be revised to reflect the standard restriction
expected to be used by other Putnam funds and to grant the fund the
maximum flexibility permitted under the Investment Company Act of
1940, as amended (the "1940 Act"). The 1940 Act prohibits a
diversified fund such as the fund from investing, with respect to
75% of its total assets, in the voting securities of an issuer if as
a result it would own more than 10% of the outstanding voting
securities of that issuer. The fund's current investment
restriction, which is more restrictive than the 1940 Act, states
that the fund may not:
"Acquire more than 10% of the voting securities of any issuer."
The proposed amended fundamental investment restriction is set forth
below.
"The fund may not ...
With respect to 75% of its total assets, acquire more than
10% of the outstanding voting securities of any issuer."
Putnam Management believes that limiting this restriction to 75% of
the fund's total assets will enhance the fund's investment
flexibility. Putnam Management has advised the Trustees that the
current restriction could prevent the fund from investing in certain
opportunities to the fullest extent that Putnam Management believes
would best serve the fund's investment objective.
The amendment enables the fund to purchase more than 10% of the
voting securities of an issuer with respect to 25% of the fund's
total assets. To the extent the fund individually or with other
funds and accounts managed by Putnam Management or its affiliates
were to own all or a major portion of the outstanding voting
securities of a particular issuer, under adverse market or economic
conditions or in the event of adverse changes in the financial
condition of the issuer the fund could find it more difficult to
sell these voting securities when Putnam Management believes it
advisable to do so, or may be able to sell the securities only at
prices significantly lower than if they were more widely held. In
addition, certain of the companies in which the fund may invest a
greater portion of its assets following the amendment could have
relatively small equity market capitalizations (e.g., under $1
billion). Such companies often have limited product lines, markets
or financial resources. The securities of these companies may trade
less frequently and in limited volume, and only in the over-the-
counter market or on a regional securities exchange. As a result,
these securities may fluctuate in value more than those of larger,
more established companies. Under such circumstances, it may also
be more difficult to determine the fair value of such securities for
purposes of computing the fund's net asset value.
Required vote. Approval of this proposal requires the affirmative
vote of the lesser of (1) more than 50% of the outstanding shares of
the fund, or (2) 67% or more of the shares of the fund present at
the meeting if more than 50% of the outstanding shares of the fund
are present at the meeting in person or by proxy.
3.B. AMENDING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION WITH
RESPECT TO MAKING LOANS
The Trustees are recommending that the fund's fundamental investment
restriction with respect to making loans be revised to reflect the
standard restriction expected to be used by other Putnam funds and
to remove any asset limitations on the fund's ability to enter into
repurchase agreements and securities loans. The current restriction
states that the fund may not:
"Make loans, except by purchase of debt obligations in which
the fund may invest consistent with its investment policies, or
by entering into repurchase agreements with respect to not more
than 25% of its total assets (taken at current value) or
through the lending of its portfolio securities with respect to
not more than 25% of its assets."
The proposed amended fundamental investment restriction is set forth
below.
"The fund may not ...
Make loans, except by purchase of debt obligations in
which the fund may invest consistent with its investment
policies, by entering into repurchase agreements, or by
lending its portfolio securities."
Following the amendment, the fund may, consistent with its
investment objective and policies and applicable law, enter into
repurchase agreements and securities loans without limit. Putnam
Management believes that this increased investment flexibility could
assist the fund in achieving its investment objective.
When the fund enters into a repurchase agreement, it typically
purchases a security for a relatively short period (usually not more
than one week), which the seller agrees to repurchase at a fixed
time and price, representing the fund's cost plus interest. When
the fund enters into a securities loan, it lends certain of its
portfolio securities to broker-dealers or other parties and
typically receives an interest payment in return. These
transactions must be fully collateralized at all times, but involve
some risk to the fund if the other party should default on its
obligation. If the other party in these transactions should become
involved in bankruptcy or insolvency proceedings, it is possible
that the fund may be treated as an unsecured creditor and be
required to return the underlying collateral to the other party's
estate.
Required vote. Approval of this proposal requires the affirmative
vote of the lesser of (1) more than 50% of the outstanding shares of
the fund, or (2) 67% or more of the shares of the fund present at
the meeting if more than 50% of the outstanding shares of the fund
are present at the meeting in person or by proxy.
3.C. AMENDING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION WITH
RESPECT TO SENIOR SECURITIES
The Trustees are recommending that the fund's fundamental investment
restriction with respect to the issuance of senior securities be
revised to reflect the standard restriction expected to be used by
other Putnam funds and to make it clear that the fund is not
restricted from borrowing money consistent with its investment
policies. Generally, a "senior security" is a security which has
priority over any other security as to distribution of assets or
dividends and technically includes all indebtedness over 5% of the
fund's assets. The current restriction states that the fund may
not:
"Issue any class of securities which is senior to the fund's
shares of beneficial interest."
The proposed amended fundamental investment restriction is set forth
below.
"The fund may not...
Issue any class of securities which is senior to the fund's
shares of beneficial interest, except for permitted
borrowings."
Although Putnam Management believes that the fund may currently
borrow money to the maximum extent permitted by its existing
policies (up to 10% of its total assets) without violating its
current restriction, it believes that amending the restriction will
avoid any possible ambiguity.
Required vote. Approval of this proposal requires the affirmative
vote of the lesser of (1) more than 50% of the outstanding shares of
the fund, or (2) 67% or more of the shares of the fund present at
the meeting if more than 50% of the outstanding shares of the fund
are present at the meeting in person or by proxy.
3.D. AMENDING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION WITH
RESPECT TO INVESTMENTS IN COMMODITIES
The Trustees are recommending that the fund's fundamental investment
restriction with respect to investments in commodities be revised to
reflect the standard restriction expected to be used by other Putnam
funds. The current restriction states that the fund may not:
"Purchase or sell commodities or commodity contracts, except
that the fund may purchase and sell financial futures contracts
and options."
The proposed amended fundamental restriction is set forth below.
"The fund may not ...
Purchase or sell commodities or commodity contracts,
except that the fund may purchase and sell financial
futures contracts and options and may enter into foreign
exchange contracts and other financial transactions not
involving physical commodities."
Under the revised restriction, the fund will continue to be able to
engage in a variety of transactions involving the use of financial
futures and options and foreign currencies, as well as various other
financial transactions to the extent consistent with its investment
objective and policies. Although the fund may already engage in
many of these activities, Putnam Management believes that the
revised language more clearly sets forth the fund's policy. The
addition of financial transactions not involving the direct purchase
or sale of physical commodities is intended to give the fund maximum
flexibility to invest in a variety of financial instruments that
could technically be considered commodities, but which do not
involve the direct purchase or sale of physical commodities, which
is the intended focus of the restriction.
Required vote. Approval of this proposal requires the affirmative
vote of the lesser of (1) more than 50% of the outstanding shares of
the fund, or (2) 67% or more of the shares of the fund present at
the meeting if more than 50% of the outstanding shares of the fund
are present at the meeting in person or by proxy.
4.A. ELIMINATING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION WITH
RESPECT TO INVESTMENTS IN SECURITIES OF ISSUERS IN WHICH
MANAGEMENT OF THE FUND OR PUTNAM INVESTMENT MANAGEMENT OWNS
SECURITIES
The Trustees are recommending eliminating the fund's fundamental
investment restriction which prevents the fund from investing in the
securities of issuers in which management of the fund or Putnam
Management owns a certain percentage of securities and replacing it
with a standard non-fundamental restriction expected to be used by
other Putnam funds. The current restriction states that the fund
may not:
"Invest in securities of any issuer if, to the knowledge of the
fund, officers and Trustees of the fund and officers and
directors of Putnam Management who beneficially own more than
0.5% of the shares or securities of that issuer together own
more than 5%."
The fund originally adopted this restriction to comply with certain
state securities law requirements, and while the restriction is
currently required by one state, it is not required to be a
fundamental policy. If this proposal is approved, the Trustees
intend to replace this fundamental restriction with the following
substantially identical non-fundamental investment restriction to
comply with the remaining state requirement:
"The fund may not. . .
Invest in the securities of any issuer, if, to the knowledge of
the fund, officers and Trustees of the fund and officers and
directors of Putnam Management who beneficially own more than
0.5% of the securities of that issuer together own more than 5%
of such securities."
By making this policy non-fundamental, the fund will have the
ability to modify or eliminate the restriction to increase
investment flexibility without the need for shareholder approval.
By eliminating the restriction, the fund would be able to invest in
the securities of any issuer without regard to ownership in such
issuer by management of the fund or Putnam Management, except to the
extent prohibited by the fund's investment policies or the 1940 Act.
Required vote. Approval of this proposal requires the affirmative
vote of the lesser of (1) more than 50% of the outstanding shares of
the fund, or (2) 67% or more of the shares of the fund present at
the meeting if more than 50% of the outstanding shares of the fund
are present at the meeting in person or by proxy.
4.B. ELIMINATING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION WITH
RESPECT TO MARGIN TRANSACTIONS
The Trustees are recommending that the fund's fundamental investment
restriction with respect to margin transactions be eliminated and
replaced by a standard non-fundamental investment restriction
expected to be used by other Putnam funds. "Margin transactions"
involve the purchase of securities with money borrowed from a
broker, with cash or eligible securities being used as collateral
against the loan. The current restriction states that the fund may
not:
"Purchase securities on margin, except such short-term credits
as may be necessary for the clearance of purchases and sales of
securities, and except that it may make margin payments in
connection with futures contracts and options."
The fund originally adopted this restriction to comply with certain
state securities law requirements, and while the restriction is
currently required by one state, it is not required to be a
fundamental policy. If the proposal is approved, the Trustees
intend to replace this fundamental restriction with the following
substantially identical non-fundamental investment restriction to
comply with the remaining state requirement:
"The fund may not. . .
Purchase securities on margin, except such short-term credits
as may be necessary for the clearance of purchases and sales of
securities, and except that it may make margin payments in
connection with financial futures contracts or options."
By making this policy non-fundamental, the fund will have the
ability to modify or eliminate the restriction to increase
investment flexibility without the need for shareholder approval.
The fund's potential use of margin transactions beyond transactions
in financial futures and options and for the clearance of purchases
and sales of securities, including the use of margin in ordinary
securities transactions, is currently limited by SEC guidelines
which prohibit margin transactions because they create senior
securities. The fund's ability to engage in margin transactions is
also limited by its investment policies, which generally permit the
fund to borrow money only in limited circumstances.
Required vote. Approval of this proposal requires the affirmative
vote of the lesser of (1) more than 50% of the outstanding shares of
the fund, or (2) 67% or more of the shares of the fund present at
the meeting if more than 50% of the outstanding shares of the fund
are present at the meeting in person or by proxy.
4.C. ELIMINATING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION WITH
RESPECT TO SHORT SALES
The Trustees are recommending that the fund's fundamental investment
restriction with respect to short sales be eliminated and replaced
by a standard non-fundamental investment restriction expected to be
used by other Putnam funds. The current restriction states that the
fund may not:
"Make short sales of securities or maintain a short sale
position for the account of the fund unless at all times when a
short position is open it owns an equal amount of such
securities or owns securities which, without payment of any
further consideration, are convertible into or exchangeable for
securities of the same issue as, and equal in amount to, the
securities sold short."
The fund originally adopted this restriction to comply with certain
state securities laws requirements, and while the restriction is
currently required by one state, it is not required to be a
fundamental policy. If this proposal is approved, the Trustees
intend to replace this fundamental restriction with the following
substantially identical non-fundamental restriction to comply with
the remaining state requirement:
"The fund may not ...
Make short sales of securities or maintain a short
position for the account of the fund unless at all times
when a short position is open it owns an equal amount of
such securities or owns securities which, without payment
of any further consideration, are convertible into or
exchangeable for securities of the same issue as, and in
equal amount to, the securities sold short."
By making this policy non-fundamental, the fund will have the
ability to modify or eliminate the restriction to increase
investment flexibility without the need for shareholder approval.
In a typical short sale, the fund borrows securities from a broker
that it anticipates will decline in value in order to sell to a
third party. The fund becomes obligated to return securities of the
same issue and quantity at some future date, and it realizes a loss
to the extent the securities increase in value and a profit to the
extent the securities decline in value (after including any
associated costs). Since the value of a particular security can
increase without limit, the fund could potentially realize losses
with respect to short sales in which the fund does not own or have
the right to acquire at no added cost securities identical to those
sold short that are significantly greater than the value of the
securities at the time they are sold short.
The state of California, which currently requires the fund to
maintain this policy, has enacted legislation which will remove,
effective January 1, 1997, all California securities law
requirements that restrict the fund's investment practices. At such
time, the Trustees may decide to remove this restriction in its
entirety because it would no longer be required.
Required vote. Approval of this proposal requires the affirmative
vote of the lesser of (1) more than 50% of the outstanding shares of
the fund, or (2) 67% or more of the shares of the fund present at
the meeting if more than 50% of the outstanding shares of the fund
are present at the meeting in person or by proxy.
4.D. ELIMINATING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION WITH
RESPECT TO PLEDGING ASSETS
The Trustees are recommending that the fund's fundamental investment
restriction which limits the fund's ability to pledge its assets be
eliminated and replaced by a standard non-fundamental investment
restriction expected to be used by other Putnam funds. The current
restriction states that the fund may not:
"Pledge, hypothecate, mortgage or otherwise encumber its assets
in excess of 15% of its total assets (taken at current value)
and then only to secure borrowings permitted by restriction 1
above. (The deposit of underlying securities and other assets
in escrow and collateral arrangements with respect to margin
for futures contracts and options is not deemed to be a pledge
or other encumbrance.)" [Restriction 1 referred to in this
restriction permits the fund to borrow money in an amount equal
to up to 10% of its total assets for certain limited purposes.]
Certain state securities laws impose restrictions on the fund's
ability to pledge its assets, but these limitations are less
restrictive than the fund's current restriction and are not required
to be contained in a fundamental policy. For this reason, Putnam
Management believes that the current restriction is unnecessarily
restrictive and should be eliminated. If the proposal is approved,
the Trustees intend to replace this restriction with the following
non-fundamental investment restriction to comply with current state
requirements:
"The fund may not ...
Pledge, hypothecate, mortgage or otherwise encumber its
assets in excess of 33 1/3% of its total assets (taken at
cost) in connection with permitted borrowings."
This proposal would enable the fund to pledge up to one-third of its
total assets in connection with fund borrowings; other activities
which could be deemed to be pledges or other encumbrances, such as
collateral arrangements with respect to certain forward commitments,
futures contracts and options transactions, will not be restricted.
Putnam Management believes that this enhanced flexibility could
assist the fund in achieving its investment objective. Further,
Putnam Management believes that the fund's current limits on
pledging may conflict with the fund's ability to borrow money to
meet redemption requests or for extraordinary or emergency purposes.
This conflict arises because banks may require borrowers such as the
fund to pledge assets in order to collateralize the amount borrowed.
These collateral requirements are typically for amounts at least
equal to, and often larger than, the principal amount of the loan.
If the fund needed to borrow the maximum amount permitted by its
policies (currently 10% of its total assets), it might be possible
that a bank would require collateral in excess of 15% of the fund's
total assets. Thus, the current restriction could have the effect
of reducing the amount that the fund may borrow in these situations.
By making this policy non-fundamental, the fund will have the
ability to modify or eliminate the restriction to increase
investment flexibility without the need for shareholder approval.
Pledging assets does entail certain risks. To the extent that the
fund pledges its assets, the fund may have less flexibility in
liquidating its assets. If a large portion of the fund's assets
were involved, the fund's ability to meet redemption requests or
other obligations could be delayed.
Required vote. Approval of this proposal requires the affirmative
vote of the lesser of (1) more than 50% of the outstanding shares of
the fund, or (2) 67% or more of the shares of the fund present at
the meeting if more than 50% of the outstanding shares of the fund
are present at the meeting in person or by proxy.
4.E. ELIMINATING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION WITH
RESPECT TO INVESTMENTS IN RESTRICTED SECURITIES
The Trustees are recommending that the fund's fundamental investment
restriction which limits the fund's investments in securities
subject to restrictions on resale, which are known as "restricted
securities," be eliminated. The current fundamental investment
restriction states that the fund may not:
"Purchase securities restricted as to resale, if, as a result,
such investments would exceed 15% of the value of the fund's
net assets, excluding restricted securities that have been
determined by the Trustees of the fund (or the person
designated by them to make such determinations) to be readily
marketable."
Putnam Management believes the restriction is unnecessary in light
of current regulatory requirements, which prohibit the fund from
investing more than 15% of its net assets in any combination of (a)
securities which are not readily marketable, (b) securities
restricted as to resale (excluding securities determined by the
Trustees of the fund (or the person designated by the Trustees of
the fund to make such determinations) to be readily marketable), and
(c) repurchase agreements maturing in more than seven days.
These requirements are currently reflected in the fund's non-
fundamental policy with respect to illiquid investments.
Eliminating the fundamental restriction would, therefore, provide
the fund with maximum flexibility to respond quickly to legal,
regulatory and market developments regarding illiquid investments.
To the extent the fund invests in illiquid investments, the fund may
encounter difficulty in determining the fair value of such
securities for purposes of computing net asset value. In addition,
the fund could encounter difficulty satisfying redemption requests
within seven days if it could not readily dispose of its illiquid
investments.
Required vote. Approval of this proposal requires the affirmative
vote of the lesser of (1) more than 50% of the outstanding shares of
the fund, or (2) 67% or more of the shares of the fund present at
the meeting if more than 50% of the outstanding shares of the fund
are present at the meeting in person or by proxy.
4.F. ELIMINATING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION WITH
RESPECT TO INVESTMENTS IN CERTAIN OIL, GAS AND MINERAL
INTERESTS
The Trustees are recommending that the fund's fundamental investment
restriction with respect to investments in oil, gas and mineral
leases, rights or royalty contracts be eliminated and replaced by a
standard non-fundamental investment restriction expected to be used
by other Putnam funds. The current restriction states that the fund
may not:
"Buy or sell oil, gas or other mineral leases, rights or
royalty contracts, although it may purchase securities of
issuers which deal in, represent interests in, or are secured
by interests in such leases, rights, or contracts, and it may
acquire or dispose of such leases, rights, or contracts
acquired through the exercise of its rights as a holder of debt
obligations secured thereby."
The fund originally adopted the restriction to comply with certain
state securities law requirements, and while the restriction is
currently required by one state, it is not required to be a
fundamental policy. If this proposal is approved, the Trustees
intend to adopt the following substantially identical non-
fundamental restriction to comply with the remaining state
requirement:
"The fund may not . . .
"Buy or sell oil, gas or other mineral leases, rights or
royalty contracts, although it may purchase securities which
represent interests in, are secured by interests in, or which
are issued by issuers which deal in, such leases, rights or
contracts, and it may acquire and dispose of such leases,
rights or contracts acquired through the exercise of its rights
as a holder of debt obligations secured thereby."
By making this policy non-fundamental, the fund will be able to
modify or eliminate the restriction to increase investment
flexibility without the need for shareholder approval.
Investments in oil, gas and other mineral leases, rights or royalty
contracts and in securities which derive their value in part from
such instruments, entail certain risks. The prices of these
investments are subject to substantial fluctuations, and may be
affected by unpredictable economic and political circumstances such
as social, political or military disturbances, the taxation and
regulatory policies of various governments, the activities and
policies of OPEC (an organization of major oil producing countries),
the existence of cartels in such industries, the discovery of new
reserves and the development of new techniques for producing,
refining and transporting such materials and related products, the
development of new technology, energy conservation practices, and
the development of alternative energy sources and alternative uses
for such materials and related products. In addition, in order to
enforce its rights in the event of a default of an issuer of these
securities, the fund may be required to participate in various legal
proceedings or take possession of and manage assets securing the
issuer's obligations. This could increase the fund's operating
expenses and adversely affect the fund's net asset value.
Required vote. Approval of this proposal requires the affirmative
vote of the lesser of (1) more than 50% of the outstanding shares of
the fund, or (2) 67% or more of the shares of the fund present at
the meeting if more than 50% of the outstanding shares of the fund
are present at the meeting in person or by proxy.
4.G. ELIMINATING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION WITH
RESPECT TO INVESTING TO GAIN CONTROL OF A COMPANY'S MANAGEMENT
The Trustees are recommending that the fund's fundamental investment
restriction which states that the fund may not "make investments for
the purpose of gaining control of a company's management" be
eliminated. Eliminating the restriction would make it clear that
the fund can freely exercise its rights as a shareholder of the
various companies in which it may invest. These rights may include
the right to actively oppose or support the management of such
companies. Putnam Management believes it would be in the best
interest of the fund to eliminate the restriction.
Putnam Management believes that eliminating this restriction will
allow the fund maximum flexibility to protect the value of its
investments through influencing management of companies in which it
may invest. Putnam Management believes that the fund should be
allowed to freely communicate its views as a shareholder on matters
of policy to management, the board of directors, and other
shareholders when a policy may affect the value of the fund's
investment. Activities in which the fund may engage might include
the fund, either individually or with others, seeking changes in a
company's goals, management, or board of directors, seeking the sale
of some or all of a company's assets, or voting to participate in or
oppose a takeover effort with respect to a company. Although Putnam
Management believes that the fund currently may engage in such
activities without necessarily violating this restriction, it
believes that eliminating the restriction will eliminate any
potential obstacle to the fund in protecting its interests as a
shareholder.
This area of corporate activity is highly prone to litigation, and
whether or not the restriction is eliminated, the fund could be
drawn into lawsuits related to these activities. The fund will
direct its efforts toward those instances where Putnam Management
believes the potential for benefit to the fund outweighs potential
litigation risks.
Required vote. Approval of this proposal requires the affirmative
vote of the lesser of (1) more than 50% of the outstanding shares of
the fund, or (2) 67% or more of the shares of the fund present at
the meeting if more than 50% of the outstanding shares of the fund
are present at the meeting in person or by proxy.
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 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 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. 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.
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. Your fund has retained at its expense D.F. King & Co.,
Inc., 77 Water Street, New York, New York 10005, to aid in the
solicitation instructions for nominee and registered accounts, for a
fee not to exceed $7,500 plus reasonable out-of-pocket expenses for
mailing and phone costs.
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 your fund, 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 1997.
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
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 of 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 such 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, without charge, to
you upon request 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.
Further Information About Your Fund
Limitation of Trustee liability. The Agreement and Declaration of
Trust of your 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 and Nominating Committees. The voting members of the Audit
Committee of your fund include only Trustees who are not "interested
persons" of the fund by reason of any affiliation with Putnam
Investments and its affiliates. The Audit Committee currently
consists of Messrs. Estin (Chairman), Perkins (without vote),
Putnam, III (without vote), Shapiro, Smith (without vote), and Ms.
Kennan. The Nominating Committee consists only of Trustees who are
not "interested persons" of your fund or Putnam Management. The
Nominating Committee currently consists of Dr. Pounds and Ms. Kennan
(Co-chairpersons), Ms. Baxter, and Messrs. Estin, Hill, Jackson,
Patterson, Shapiro, and Thorndike.
Officers and other information. In addition to George Putnam and
Lawrence J. Lasser, the officers of your fund are as follows:
Year first
elected to
Name (age) Office office
-----------------------------------------------------------------
Charles E. Porter (58) Executive Vice President 19
Patricia C. Flaherty (49) Senior Vice President 19
John D. Hughes (61) Senior Vice President
& Treasurer 19
Gordon H. Silver (49) Vice President 19
Peter Carman (55) Vice President 19
John J. Morgan, Jr. (56) Vice President 19
Daniel L. Miller (39) Vice President 19
Brett C. Browchuk (33) Vice President 19
Charles H. Swanberg* (48) Vice President 19
Robert R. Beck* (56) Vice President 19
Roland W. Gillis* (47) Vice President 19
William N. Shiebler** (54) Vice President 19
John R. Verani (57) Vice President 19
Paul M. O'Neil (43) Vice President 19
Beverly Marcus (52) Clerk 19
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* One of the fund's portfolio managers
** President of Putnam Mutual Funds
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, George 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,
distribution fees, underwriting commissions, custodian fees, and
investor servicing fees paid or allowed by the fund.
Assets and shares outstanding of your fund
as of September 6, 1996
Net assets $552,832,113
Class A shares outstanding
and authorized to vote 17,839,254 shares
Class B shares outstanding
and authorized to vote 16,962,298 shares
Class M shares outstanding
and authorized to vote 1,809,965 shares
5% beneficial ownership of your fund as of August 30, 1996
Persons beneficially owning more than 5%
of the fund's class A shares
Persons beneficially owning more than 5%
of the fund's class B shares
Persons beneficially owning more than 5%
of the fund's class M shares
PUTNAMINVESTMENTS
The Putnam Funds
One Post Office Square
Boston, Massachusetts 02109
Toll-free 1-800-225-1581
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.
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 ballot and return it with your signed proxy in
the enclosed envelope.
Street
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City State Zip
--------------------------------------------------------------------
Telephone
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DO YOU HAVE ANY COMMENTS?
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DEAR SHAREHOLDER:
Your vote is important. Please help us to eliminate the expense of
follow-up mailings by signing and returning this proxy as soon as
possible. A postage-paid envelope is enclosed for your convenience.
THANK YOU!
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Please fold at perforation before detaching.
Proxy for a meeting of shareholders to be held on December 5, 1996
of 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 Robert E. Patterson, 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 December 5, 1996 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.
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
electing Trustees as set forth in Proposal 1 and FOR Proposals 2,
3.A.-3.D. and 4.A.-4.G. In their discretion, the Proxies will also
be authorized to vote upon such other matters that may properly come
before the meeting.
Note: If you have questions on any of the proposals, please call
1-800-225-1581.
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.
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Shareholder sign here Date
--------------------------------------------------------------------
Co-owner sign here Date
THE TRUSTEES RECOMMEND A VOTE FOR ELECTING ALL OF THE NOMINEES FOR
TRUSTEES AND FOR THE OTHER PROPOSALS LISTED BELOW.
Please mark your choices / X / in blue or black ink.
1. Proposal to elect Trustees
The nominees for Trustees are: J.A. Baxter, H.H. Estin, J.A.
Hill, R.J. Jackson, 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 and W.N. Thorndike.
/ / FOR electing all the nominees
(except as indicated to the contrary below)
/ / WITHHOLD authority to vote for all nominees
To withhold authority to vote for one or more of the nominees, write
those nominees' names below:
-------------------------------------------------------------
PROPOSAL TO:
2. Ratify the selection FOR AGAINST ABSTAIN
of Coopers & Lybrand
L.L.P. as the independent / / / / / /
auditors of your fund.
3. Amend the fund's
fundamental investment
restriction with respect to:
A. Investments in the voting / / / / / /
securities of a single
issuer.
B. Making loans. / / / / / /
C. Senior securities. / / / / / /
D. Investments in / / / / / /
commodities.
4. Eliminate the fund's fundamental
investment restriction
with respect to:
A. Investments in securities / / / / / /
of issuers in which
management of the fund or
Putnam Investment Management
owns securities.
B. Margin transactions. / / / / / /
C. Short sales. / / / / / /
D. Pledging assets. / / / / / /
E. Investments in / / / / / /
restricted securities.
F. Investments in certain / / / / / /
oil, gas and mineral
interests.
G. Investing to gain / / / / / /
control of a company's
management.
lipsett/106290.111/proxys/voyager2.wpf
