SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e) (2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
PUTNAM CONVERTIBLE OPPORTUNITIES AND INCOME TRUST
PUTNAM MANAGED HIGH YIELD TRUST
PUTNAM TAX-FREE HEALTH CARE FUND
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement,
if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rule 14a 6(i)(1) and 0-11
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of
its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
IMPORTANT INFORMATION
FOR SHAREHOLDERS IN
PUTNAM CONVERTIBLE OPPORTUNITIES AND INCOME TRUST
PUTNAM MANAGED HIGH YIELD TRUST
PUTNAM TAX-FREE HEALTH CARE 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 3.
We urge you to spend a couple of minutes with the proxy statement,
and either fill out your proxy card and return it to us via the mail,
or record your voting instructions via the Internet. When
shareholders don't return their proxies in sufficient numbers, we
have to incur the expense of follow-up solicitations, which can cost
your fund money.
We want to know how you would like to vote and welcome your comments.
Please take a few moments with these materials and return your proxy
to us.
[PUTNAM SCALES LOGO]
<PAGE>
Table of contents
A Message from the Chairman................................................ 1
Notice of Shareholder Meeting.............................................. 2
Trustees' Recommendations.................................................. 3
Proxy card enclosed
If you have any questions, please contact
us at the special toll-free number we have
set up for you (1-800-225-1581)
or call your financial advisor.
-----------------------------------------------
<PAGE>
A Message from the Chairman
Dear Shareholder:
[photo of John A. Hill]
I am writing to you to ask for your vote on important questions that affect
your fund. While you are, of course, welcome to join us at your fund's meeting,
most shareholders cast their vote by either filling out and signing the
enclosed proxy card or by voting via the Internet. Instructions are listed at
the top of your proxy card. We are asking for your vote on the following
matters: (1) fixing the number of Trustees and electing your fund's Trustees;
and (2) ratifying the selection of your fund's independent auditors.
Although we would like very much to have each shareholder attend his or her
fund's meeting, we realize this may not be possible. Whether or not you plan to
be present, we need your vote. We urge you to record your voting instructions
on the Internet or complete, sign, and return the enclosed proxy card promptly.
A postage-paid envelope is enclosed for mailing, and Internet voting
instructions are listed at the top of your proxy card.
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,
/s/ John A. Hill
-------------
John A. Hill, Chairman
1
<PAGE>
PUTNAM CONVERTIBLE OPPORTUNITIES AND
INCOME TRUST
PUTNAM MANAGED HIGH YIELD TRUST
PUTNAM TAX-FREE HEALTH CARE FUND
Notice of Annual Meeting of Shareholders
> This is the formal agenda for your fund's shareholder meeting. It tells you
what matters will be voted on and the time and place of the meeting, if you
can attend in person.
To the Shareholders of Putnam Convertible Opportunities and Income Trust,
Putnam Managed High Yield Trust and Putnam Tax-Free Health Care Fund:
The Annual Meeting of Shareholders of your fund will be held on October 5,
2000 at 2:00 p.m., Boston time, on the eighth floor of One Post Office
Square, Boston, Massachusetts, to consider the following:
1. Fixing the number of Trustees and electing Trustees. See page 5.
2. Ratifying the selection by the Trustees of the independent auditors of your
fund for its current fiscal year. See page 24.
By the Trustees
John A. Hill, Chairman
George Putnam, III, President
<TABLE>
<S> <C>
Jameson A. Baxter John H. Mullin, III
Hans H. Estin Robert E. Patterson
Ronald J. Jackson A.J.C. Smith
Paul L. Joskow W. Thomas Stephens
Elizabeth T. Kennan W. Nicholas Thorndike
Lawrence J. Lasser
</TABLE>
WE URGE YOU TO MARK, SIGN, DATE, AND MAIL THE ENCLOSED PROXY IN THE
POSTAGE-PAID ENVELOPE PROVIDED OR RECORD YOUR VOTING INSTRUCTIONS VIA THE
INTERNET SO YOU WILL BE REPRESENTED AT THE MEETING.
August 11, 2000
2
<PAGE>
Proxy Statement
> This document will give you the information you need to vote on the matters
listed on page 2. Much of the information in the proxy statement is
required under rules of the Securities and Exchange Commission ("SEC");
some of it is technical. If there is anything you don't understand, please
contact us at our special toll-free number, 1-800-225-1581, or call your
financial advisor.
> Who is asking for your vote?
The enclosed proxy is solicited by the Trustees of Putnam Convertible
Opportunities and Income Trust, Putnam Managed High Yield Trust and Putnam
Tax-Free Health Care Fund for use at the Annual Meeting of Shareholders of
each fund to be held on October 5, 2000, and, if your fund's meeting is
adjourned, at any later meetings, for the purposes stated in the Notice of
Annual Meeting (see previous pages).
> How do your fund's Trustees recommend that shareholders vote on these
proposals?
The Trustees recommend that you vote
1a. Putnam Managed High Yield Trust and Putnam Tax-Free Health Care Fund only:
For fixing the number of Trustees as proposed and the election of all
nominees;
1b. Putnam Convertible Opportunities and Income Trust only: For fixing the
number of Trustees as proposed and the election of Class B nominees; and
2. For ratifying the selection of PricewaterhouseCoopers LLP as the
independent auditors of your fund.
3
<PAGE>
> Who is eligible to vote?
Shareholders of record at the close of business on July 14, 2000 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 are being mailed
on or about August 14, 2000.
Each share is entitled to one vote. Shares represented by duly executed
proxies will be voted in accordance with your instructions. If you sign the
proxy, but don't fill in a vote, your shares will be voted in accordance
with the Trustees' recommendations. If any other business is brought before
your fund's meeting, your shares will be voted at the Trustees' discretion.
Shareholders of each fund vote separately with respect to each proposal.
The outcome of a vote affecting one fund does not affect any other fund.
4
<PAGE>
The Proposals
I. ELECTION OF TRUSTEES
> Who are the nominees for Trustees?
The Board Policy and Nominating Committee of the Trustees of each fund
makes recommendations concerning the Trustees of that fund. The Board
Policy and Nominating Committee consists solely of Trustees who are not
"interested persons" (as defined in the Investment Company Act of 1940) of
your fund or of Putnam Investment Management, Inc., your fund's investment
manager ("Putnam Management").
> Putnam Managed High Yield Trust and Putnam Tax-Free Health Care Fund
The Board Policy and Nominating Committee of the Trustees of each fund
recommends that the number of Trustees be fixed at thirteen and that you
vote for the election of the nominees described below. Each nominee is
currently a Trustee of your fund and of the other Putnam funds.
> Putnam Convertible Opportunities and Income Trust
The Trustees of Putnam Convertible Opportunities and Income Trust are
classified into three classes of Trustees: Class A, Class B and Class C.
Only the Class B Trustees of the fund, whose current terms expire at the
time of the shareholder meeting, are being nominated for election, as
described below. The nominees for Class B Trustees are John A. Hill, Ronald
J. Jackson, Elizabeth T. Kennan, Robert E. Patterson and George Putnam,
III, and each nominee's background is described below. Each Class B Trustee
is also a Trustee of each of the other Putnam Funds.
The Board Policy and Nominating Committee of the Trustees of your fund
recommends that the number of Trustees be fixed at thirteen and that you
vote for the election of each of the Class B nominees.
5
<PAGE>
Nominees for Trustees
> Jameson Adkins Baxter
[photo of Jameson Adkins Baxter]
Class A Trustee for Convertible
Opportunities and Income Trust
Ms. Baxter, age 57, is the President of Baxter
Associates, Inc., a management consulting and private
investment firm that she founded in 1986. During that
time, she was also a Vice President and Principal of the
Regency Group, Inc. and a Consultant to First Boston
Corporation, both of which are investment banking firms.
From 1965 to 1986, Ms. Baxter held various positions in
investment banking and corporate finance at First Boston.
Ms. Baxter currently also serves as a Director of Banta Corporation,
Ryerson Tull and ASHTA Chemicals, Inc. She is also the Chairman Emeritus of
the Board of Trustees of Mount Holyoke College, having previously served as
Chairman for five years and as a Board member for thirteen years; an
Honorary Trustee and past President of the Board of Trustees of the Emma
Willard School; Member of the Board of Governors of Good Shepherd Hospital;
and Chair of the National Center for Non-profit Boards. Ms. Baxter is a
graduate of Mount Holyoke College.
> Hans H. Estin
[photo of Hans H. Estin]
Class A Trustee for Convertible
Opportunities and Income Trust
Mr. Estin, age 72, is a Chartered Financial Analyst and the Vice Chairman
of North American Management Corp., a registered investment advisor serving
individual clients and their families. Mr. Estin currently also serves as a
Corporation Member of The Schepens Eye Research Institute and as a Trustee
of New England Aquarium. He previously served as the Chairman of the Board
of Trustees of Boston University and is currently active
6
<PAGE>
Nominees for Trustees
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
[photo of John A. Hill]
Nominee for Class B Trustee for
Convertible Opportunities and
Income Trust
Mr. Hill, age 58, is Chairman of the Trustees. He is the
Vice-Chairman and Managing Director of First Reserve
Corporation, a registered investment advisor investing in
companies in the world-wide energy industry on behalf of
institutional investors.
Prior to acquiring First Reserve in 1983, Mr. Hill held executive positions
with several investment advisory firms and held various positions with the
Federal government, including Associate Director of the Office of
Management and Budget and Deputy Administrator of the Federal Energy
Administration.
Mr. Hill currently also serves as a Director of Santa Fe Snyder
Corporation, an exploration and production company, TransMontaingne Oil
Company, a refined oil product pipeline and distribution company and
various private companies controlled by First Reserve Corporation. He is
also a Member of the Board of Advisors of Fund Directions. He is currently
active in various business associations, including the Economic Club of New
York, and lectures on energy issues in the United States and Europe. Mr.
Hill is a graduate of Southern Methodist University.
7
<PAGE>
Nominees for Trustees
> Ronald J. Jackson
[photo of Ronald J. Jackson]
Nominee for Class B Trustee for
Convertible Opportunities and
Income Trust
Mr. Jackson, age 56, retired as Chairman of the Board, President and Chief
Executive Officer of Fisher-Price, Inc., a major toy manufacturer, in 1993,
a position which he held since 1990. He previously served as President and
Chief Executive Officer of Stride-Rite, Inc., a manufacturer and
distributor of footwear, from 1989 to 1990, and as President and Chief
Executive Officer of Kenner Parker Toys, Inc., a major toy and game
manufacturer, from 1985 to 1987. Prior to that, he held various financial
and marketing positions at General Mills, Inc. from 1966 to 1985, including
Vice President, Controller and Vice President of Marketing for Parker
Brothers, a toy and game company, and President of Talbots, a retailer and
direct marketer of women's apparel. Mr. Jackson is a graduate of Michigan
State University Business School.
> Paul L. Joskow*
[photo of Paul L. Joskow]
Class A Trustee of Convertible
Opportunities and Income Trust
Dr. Joskow, age 53, is Elizabeth and James Killian
Professor of Economics and Director of the Center for
Energy and Environmental Policy Research at the
Massachusetts Institute of Technology. He has published
five books and numerous articles on topics in industrial organization,
government regulation of industry, and competition policy. Dr. Joskow
currently serves as a Director of the New England Electric System, a public
utility holding company, State Farm Indemnity Company, an automobile
insurance company, and the Whitehead Institute for Biomedical Research, a
non-profit research institution. He has been President of the Yale
University Council since 1993.
8
<PAGE>
Nominees for Trustees
Dr. Joskow is active on industry restructuring, environmental, energy,
competition, and privatization policies and has served as an advisor to
governments and corporations around the world.
Dr. Joskow is a graduate of Cornell University and Yale University. He is a
Fellow of the Econometric Society and the American Academy of Arts and
Sciences.
> Elizabeth T. Kennan
[photo of Elizabeth T. Kennan]
Nominee for Class B Trustee of
Convertible Opportunities and Income
Trust
Dr. Kennan, age 62, is President Emeritus of Mount Holyoke College. From
1978 through June 1995, she was President of Mount Holyoke College. From
1966 to 1978, she was on the faculty of Catholic University, where she
taught history, published numerous articles, and directed the post-doctoral
programs in Patristic and Medieval Studies.
Dr. Kennan currently also serves as a director of Northeast Utilities,
Talbots and Cambus-Kenneth Bloodstock, a corporation involved in
thoroughbred horse breeding and farming. She is a member of The Folger
Shakespeare Library Committee and a trustee of Franklin Pierce College. Dr.
Kennan previously served as a director of Bell Atlantic Corporation,
Chastain Real Estate and Kentucky Home Life Insurance. Active in various
educational and civic associations, Dr. Kennan is a graduate of Mount
Holyoke College, the University of Washington, and St. Hilda's College,
Oxford University. She holds several honorary doctorates.
> Lawrence J. Lasser*
[photo of Lawrence J. Lasser]
Class A Trustee for Convertible
Opportunities and Income Trust
Mr. Lasser, age 57, is a Vice President of your fund and
each of the other Putnam funds. He has been the
President, Chief Executive Officer and a Director of
Putnam Investments, Inc. and Putnam Management since 1985, having begun his
career there in 1969.
9
<PAGE>
Nominees for Trustees
Mr. Lasser currently also serves as a Director of Marsh & McLennan
Companies, Inc., the parent company of Putnam Management. He is a Member of
the Board of Directors of the United Way of Massachusetts Bay, a Member of
the Board of Governors of the Investment Company Institute, a Trustee of
the Museum of Fine Arts, Boston, a Trustee and Member of the Finance and
Executive Committees of the Beth Israel Deaconess Medical Center, Boston
and a Member of the CareGroup Board of Managers Investment Committee, the
Council on Foreign Relations, and the Commercial Club of Boston. Mr. Lasser
is a graduate of Antioch College and Harvard Business School.
> John H. Mullin, III
[photo of John H. Mullin]
Class C Trustee for Convertible
Opportunities and Income Trust
Mr. Mullin, age 59, is Chairman and CEO of Ridgeway Farm, a limited
liability company engaged in timber activities and farming. Prior to
establishing Ridgeway Farm in 1989, Mr. Mullin was a Managing Director of
Dillon, Read & Co. Inc., an investment banking firm.
Mr. Mullin currently serves as a Director of Graphic Packaging
International Corp., a company engaged in the manufacture of packaging
products, Alex. Brown Realty, Inc., a real estate investment company, CP&L
Energy, a public utility company, and The Liberty Corporation, a company
engaged in the life insurance and broadcasting industries. Mr. Mullin
previously served as a Director of Dillon, Read & Co. Inc., Adolph Coors
Company, Crystal Brands, Inc., Fisher-Price, Inc., Mattel, Inc. and The
Ryland Group, Inc. Mr. Mullin is a Trustee Emeritus of Washington & Lee
University where he served as Chairman of the Investment Committee. Mr.
Mullin is a graduate of Washington & Lee University and The Wharton
Graduate School at the University of Pennsylvania.
10
<PAGE>
Nominees for Trustees
> Robert E. Patterson
[photo of Robert E. Patterson]
Nominee for Class B Trustee for
Convertible Opportunities and
Income Trust
Mr. Patterson, age 55, is the President and a Trustee of
Cabot Industrial Trust, a publicly traded real estate
investment trust. Prior to February, 1998 he was
Executive Vice President and Director of Acquisitions of Cabot Partners
Limited Partnership, a registered investment advisor which managed real
estate investments for institutional investors. Prior to 1990, he was the
Executive Vice President of Cabot, Cabot & Forbes Realty Advisors, Inc.,
the predecessor company of Cabot Partners. Prior to that, he was a Senior
Vice President of the Beal Companies, a real estate management, investment
and development company. He has also worked as an attorney and held various
positions in state government, including the founding Executive Director of
the Massachusetts Industrial Finance Agency.
Mr. Patterson currently also serves as Chairman of the Joslin Diabetes
Center, a Trustee of SEA Education Association and a Director of Brandywine
Trust Company. Mr. Patterson is a graduate of Harvard College and Harvard
Law School.
> George Putnam, III*
[photo of George Putnam, III]
Nominee for Class B Trustee for
Convertible Opportunities and
Income Trust
Mr. Putnam, age 48, is the President of your Fund and each of the other
Putnam Funds. He is also the President of New Generation Research, Inc., a
publisher of financial advisory and other research services relating to
bankrupt and distressed companies, and New Generation Advisers, Inc., a
registered investment advisor which provides advice to private funds
specializing in investments in such companies. Prior to
11
<PAGE>
Nominees for Trustees
founding New Generation in 1985, Mr. Putnam was an attorney with the
Philadelphia law firm Dechert Price & Rhoads.
Mr. Putnam currently also serves as a Director of The Boston Family Office,
L.L.C., a registered investment advisor that provides financial advice to
individuals and families. He is also a Trustee of the SEA Education
Association and St. Mark's School. Mr. Putnam is a graduate of Harvard
College, Harvard Business School and Harvard Law School.
> A.J.C. Smith*
[photo of A.J.C. Smith]
Class C Trustee for Convertible
Opportunities and Income Trust
Mr. Smith, age 66, is a Director of Marsh & McLennan
Companies, Inc. From May 1992 to November 1999, he served
as the company's Chairman and Chief Executive Officer,
and from November 1999 to May 2000, he served as
chairman. He has been employed by Marsh & McLennan and related companies in
various capacities since 1961. Mr. Smith is a Director of the Trident
Corp.; a Trustee of the Carnegie Hall Society, the Central Park
Conservancy, the Educational Broadcasting Corporation, the Economic Club of
New York, and the U.S. Chamber of Commerce; a Member of the Board of
Overseers of the Joan and Sanford I. Weill Graduate School of Medical
Sciences of Cornell University; and a Founder of the Museum of Scotland
Society. He was educated in Scotland and is a Fellow of the Faculty of
Actuaries in Edinburgh, a Fellow of the Canadian Institute of Actuaries, a
Fellow of the Conference of Actuaries, an Associate of the Society of
Actuaries, a Member of the American Academy of Actuaries, the International
Actuarial Association and the International Association of Consulting
Actuaries.
12
<PAGE>
Nominees for Trustees
> W. Thomas Stephens
[photo of W. Thomas Stephens]
Class C Trustee for Convertible
Opportunities and Income Trust
Mr. Stephens, age 57, was, until 1999, the President and Chief Executive
Officer of MacMillan Bloedel Limited, a forest products and building
materials company.
In 1996, Mr. Stephens retired as Chairman of the Board of Directors,
President and Chief Executive Officer of Johns Manville Corporation.
Mr. Stephens serves as a Director for Qwest Communications, a
communications company, New Century Energies, a public utility company,
TransCanada Pipelines, and Fletcher Challenge Canada, a paper manufacturer.
Mr. Stephens has B.S. and M.S. degrees from the University of Arkansas.
> W. Nicholas Thorndike
[photo of W. Nicholas Thorndike]
Class C Trustee for Convertible
Opportunities and Income Trust
Mr. Thorndike, age 67, serves as a Director of various
corporations and charitable organizations, including,
Bradley Real Estate, Inc., a real estate investment firm,
Providence Journal Co., a newspaper publisher, and
Courier Corporation, a book binding and printing company. He is also a
Trustee of Cabot Industrial Trust and Northeastern University, a member of
the Advisory Board of New England Electric Systems, and an Honorary Trustee
of Massachusetts General Hospital, where he previously served as chairman
and president.
Prior to December 1988, Mr. Thorndike was the Chairman of the Board and
Managing Partner of Wellington Management Company/ Thorndike, Doran, Paine
& Lewis, a registered investment advisor that manages mutual funds and
institutional assets. He also previously served as a Trustee of the
Wellington Group of Funds (now The Vanguard Group) and was the Chairman and
a Director of Ivest Fund, Inc. Mr. Thorndike is a graduate of Harvard
College.
13
<PAGE>
Nominees for Trustees
--------------------
*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 Retail Management, Inc. ("Putnam Retail Management"), the principal
underwriter for all the open-end Putnam funds and an affiliate of Putnam
Management. Messrs. Lasser, Putnam III and Smith are deemed "interested
persons" by virtue of their positions as officers or affiliates of your
fund, or directors of Putnam Management, Putnam Retail Management, or Marsh
& McLennan Companies, Inc., the parent company of Putnam Management and
Putnam Retail Management.
Mr. Joskow is not currently an "interested person" of your fund but could
be deemed by the Securities and Exchange Commission to be an "interested
person" on account of his prior consulting relationship with National
Economic Research Associates, Inc. a wholly-owned subsidiary of Marsh &
McLennan Companies, Inc., which was terminated as of August 31, 1998.
The balance of the nominees are not "interested persons."
--------------------
Except as indicated above, the principal occupations and business
experience of the nominees for the last five years have been with the
employers indicated, although in some cases they have held different
positions with those employers.
The 13 nominees for election as Trustees for each of Putnam Managed High
Yield Trust and Putnam Tax-Free Health Care Fund at the shareholder meeting
who receive the greatest number of votes will be elected Trustees of your
fund. All of the nominees for Trustees of each fund were elected by the
shareholders in October 1999. The Trustees serve until their successors are
elected and qualified. Each of the nominees has agreed to serve as a
Trustee if elected. If any of the nominees is unavailable for election at
the time of the meeting, which is not anticipated, the Trustees may vote
for other nominees at their discretion, or the Trustees may fix the number
of Trustees at less than 13 for your fund.
14
<PAGE>
Nominees for Trustees
As mentioned above, only the Class B Trustees of Putnam Convertible
Opportunities and Income Trust are being nominated for election. The other
Trustees of the fund will continue to serve under their current terms. The
terms for the Class A Trustees will expire at the fund's 2002 annual
meeting of shareholders, and the terms of the Class C Trustees will expire
at the fund's 2001 annual meeting. Each of the fund's Class A Trustees was
elected by shareholders in October 1999. Each of the Class B and Class C
Trustees was elected by shareholders at annual meetings held December 1997
and December 1998, respectively.
The five nominees for Trustees of Putnam Convertible Opportunities and
Income Trust who receive the greatest number of votes will be elected Class
B Trustees of the fund. Each Class B Trustee will be elected to a
three-year term expiring at the fund's 2003 annual meeting of shareholders.
Each Trustee of Putnam Convertible Opportunities and Income Trust serves
until the expiration of his or her term and until his or her successor is
elected and qualified.
The address for each of the current Trustees and each of the nominees is
One Post Office Square, Boston, Massachusetts 02109.
15
<PAGE>
> What are the Trustees' responsibilities?
Your fund's Trustees are responsible for the general oversight of your
fund's business and for assuring that your fund is managed in the best
interests of its shareholders. The Trustees periodically review your fund's
investment performance as well as the quality of other services provided to
your fund and its shareholders by Putnam Management and its affiliates,
including administration, custody, and investor servicing. At least
annually, the Trustees review the fees paid to Putnam Management and its
affiliates for these services and the overall level of your fund's
operating expenses. In carrying out these responsibilities, the Trustees
are assisted by an independent administrative staff and by your fund's
auditors and legal counsel, which are selected by the Trustees and are
independent of Putnam Management and its affiliates.
> Do the Trustees have a stake in your fund?
The Trustees believe it is important that each Trustee have a significant
investment in the Putnam funds. The Trustees allocate their investments
among the more than 114 Putnam funds based on their own investment needs.
The Trustees' aggregate investments in the Putnam funds total over $29
million. The table below lists each Trustee's current investments in each
fund and in the Putnam funds as a group based on beneficial ownership.
Except as otherwise noted, each Trustee has sole voting power and sole
investment power with respect to his or her shares.
16
<PAGE>
Share Ownership by Trustees
Number of shares owned as of May 31, 2000 of:
<TABLE>
<CAPTION>
Year first All Putnam Putnam Putnam
elected as funds Convertible Putnam Tax-Free
Trustee of (including Opportunities Managed Health
the Putnam notional and Income High Care
Trustees funds shares)(1)(2) Trust Yield Trust Fund
<S> <C> <C> <C> <C> <C>
Jameson A. Baxter 1994 161,048(3) 320 418 383
Hans H. Estin 1972 35,915(4) 289 177 148
John A. Hill 1985 231,092 1,600 100 100
Ronald J. Jackson 1996 165,186(3) 200(3) 200(3) 200(3)
Paul L. Joskow 1997 52,285 100 100 100
Elizabeth T. Kennan 1992 27,584(4) 157 196 160
Lawrence J. Lasser 1992 521,035(3) 100 100 100
John H. Mullin, III 1997 73,938 100 100 100
Robert E Patterson 1984 91,400 200 200 100
George Putnam, III 1984 516,910(3) 20,500 500 500
A.J.C. Smith 1986 46,333(3) 100(3) 200(3) 200(3)
W. Thomas Stephens 1997 139,100(3) 100 100 100
W. Nicholas Thorndike 1992 85,531 157 192 158
</TABLE>
--------------------------------------------------------------------------------
(1) These holdings do not include shares of Putnam money market funds.
(2) Notional shares represent economic interest in a fund acquired by the
Trustees pursuant to the terms of the Trustee Compensation Deferral Plan,
and they do not have any voting power.
(3) Includes shares over which the Trustee has shared investment and shared
voting power.
(4) Includes shares held in a trust over which the Trustee has investment and
voting power.
As of May 31, 2000, the Trustees and officers of Putnam Convertible
Opportunities and Income Trust, Putnam Managed High Yield Trust and Putnam
Tax-Free Health Care Fund owned a total of 23,922, 2,583, and 2,349 shares
respectively, comprising less than 1% of the outstanding shares of such
fund on that date.
17
<PAGE>
> 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:
o by carefully reviewing your fund's investment performance on an
individual basis with your fund's managers;
o by also carefully reviewing the quality of the various other services
provided to the funds and their shareholders by Putnam Management and its
affiliates;
o by discussing with senior management of Putnam Management steps being
taken to address any performance deficiencies;
o by conducting an in-depth review of the fees paid by each fund and by
negotiating with Putnam Management to ensure that such fees remain
reasonable and competitive with those of other mutual funds, while at the
same time providing Putnam Management sufficient resources to continue to
provide high quality services in the future;
o by reviewing brokerage costs and fees, allocations among brokers, soft
dollar expenditures and similar expenses of each fund;
o by monitoring potential conflicts between the funds and Putnam Management
and its affiliates to ensure that the funds continue to be managed in the
best interests of their shareholders; and
o 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.
18
<PAGE>
> How often do the Trustees meet?
The Trustees meet each month (except August) over a two-day period to
review the operations of your fund and of the other Putnam funds. A portion
of these meetings is devoted to meetings of various committees of the board
which focus on particular matters. These currently include: the Contract
Committee, which reviews all the contractual arrangements with Putnam
Management and its affiliates; the Communication, Service and Marketing
Committee, which reviews the quality of services provided by your fund's
investor servicing agent and custodian; the Brokerage and Custody
Committee, which reviews matters relating to custody of securities, best
execution, brokerage costs and allocations and new investment techniques;
the Audit Committee, which reviews procedures for the valuation of
securities, the funds' accounting policies and the adequacy of internal
controls and supervises the engagement of the funds' auditors; the Board
Policy and Nominating Committee, which is composed of non-interested
Trustees and which reviews the compensation of the Trustees and their
administrative staff, supervises the engagement of the funds' independent
counsel and selects nominees for election as Trustees; the Distribution and
Closed-end Funds Committee, which is responsible for reviewing special
issues applicable to closed-end funds such as your fund, and the Pricing
Committee, which reviews procedures for the valuation of securities.
Each Trustee generally attends at least two formal committee meetings
during each regular meeting of the Trustees. During 1999, the average
Trustee participated in approximately 40 committee and board meetings. In
addition, the Trustees meet in small groups with Chief Investment Officers
and Portfolio Managers to review recent performance and the current
investment climate for selected funds. These meetings ensure that each
fund's performance is reviewed in detail at least twice a year. The
Contract Committee typically meets on
19
<PAGE>
several additional occasions during the year to carry out its
responsibilities. Other committees, including an Executive Committee, may
also meet on special occasions as the need arises.
> What are the Trustees paid for their services?
Each Trustee of your fund receives a fee for his or her services. Each
Trustee also receives fees for serving as Trustee of the other Putnam
funds. The Trustees periodically review their fees to assure that such fees
continue to be appropriate in light of their responsibilities as well as in
relation to fees paid to trustees of other mutual fund complexes. The Board
Policy and Nominating Committee, which consists solely of Trustees not
affiliated with Putnam Management, estimates that Committee and Trustee
meeting time, together with the appropriate preparation, requires the
equivalent of at least three business days per Trustee meeting. The
following table shows the fees paid to each Trustee by each fund for its
most recent fiscal year and the fees paid to each Trustee by all of the
Putnam funds during calendar year 1999:
20
<PAGE>
PUTNAM CONVERTIBLE OPPORTUNITIES AND INCOME TRUST
Compensation Table
<TABLE>
<CAPTION>
Estimated
Pension or annual
retirement benefits
benefits from all
Aggregate accrued as Putnam Total
compensation part of funds compensation
from the fund upon from all
Trustee fund(1) expenses retirement(2) Putnam funds(3)
----------------------- -------------- ------------ --------------- ----------------
<S> <C> <C> <C> <C>
Jameson A. Baxter $565 $127 $ 95,000 $191,000(4)
Hans H. Estin 562 303 95,000 190,000
John A. Hill(5) 573 151 115,000 239,750(4)
Ronald J. Jackson 566 151 95,000 193,500(4)
Paul L. Joskow 562 51 95,000 191,000(4)
Elizabeth T. Kennan 562 190 95,000 190,000
Lawrence J. Lasser 560 145 95,000 189,000
John H. Mullin, III 571 77 95,000 196,250(4)
Robert E. Patterson 561 101 95,000 190,250
George Putnam, III 562 69 95,000 190,000
A.J.C. Smith 557 217 95,000 188,000
W. Thomas Stephens 557 72 95,000 188,000(4)
W. Nicholas Thorndike 557 266 95,000 190,000
----------------------- ---- ---- -------- ------------
</TABLE>
(1) Includes an annual retainer and an attendance fee for each meeting
attended.
(2) Assumes that each Trustee retires at the normal retirement date. Estimated
benefits for each Trustee are based on Trustee fee rates in effect during
calendar 1999.
(3) As of December 31, 1999, there were 114 funds in the Putnam family.
(4) Includes compensation deferred pursuant to a Trustee Compensation Deferral
Plan.
(5) Includes additional compensation for service as Vice Chairman of the Putnam
funds.
21
<PAGE>
PUTNAM MANAGED HIGH YIELD TRUST
Compensation Table
<TABLE>
<CAPTION>
Estimated
Pension or annual
retirement benefits
benefits from all
Aggregate accrued as Putnam Total
compensation part of funds compensation
from the fund upon from all
Trustee fund(1) expenses retirement(2) Putnam funds(3)
----------------------- -------------- ------------ --------------- ----------------
<S> <C> <C> <C> <C>
Jameson A. Baxter $550 $127 $ 95,000 $191,000(4)
Hans H. Estin 547 296 95,000 190,000
John A. Hill(5) 568 149 115,000 239,750(4)
Ronald J. Jackson 550 161 95,000 193,500(4)
Paul L. Joskow 547 59 95,000 191,000(4)
Elizabeth T. Kennan 547 189 95,000 190,000
Lawrence J. Lasser 544 144 95,000 189,000
John H. Mullin, III 549 89 95,000 196,250(4)
Robert E. Patterson 547 100 95,000 190,250
George Putnam, III 547 68 95,000 190,000
A.J.C. Smith 541 214 95,000 188,000
W. Thomas Stephens 537 83 95,000 188,000(4)
W. Nicholas Thorndike 544 266 95,000 190,000
----------------------- ---- ---- -------- ------------
</TABLE>
(1) Includes an annual retainer and an attendance fee for each meeting
attended.
(2) Assumes that each Trustee retires at the normal retirement date. Estimated
benefits for each Trustee are based on Trustee fee rates in effect during
calendar 1999.
(3) As of December 31, 1999, there were 114 funds in the Putnam family.
(4) Includes compensation deferred pursuant to a Trustee Compensation Deferral
Plan.
(5) Includes additional compensation for service as Vice Chairman of the Putnam
funds.
22
<PAGE>
PUTNAM TAX-FREE HEALTH CARE FUND
Compensation Table
<TABLE>
<CAPTION>
Estimated
Pension or annual
retirement benefits
benefits from all
Aggregate accrued as Putnam Total
compensation part of funds compensation
from the fund upon from all
Trustee fund(1) expenses retirement(2) Putnam funds(3)
----------------------- -------------- ------------ --------------- ----------------
<S> <C> <C> <C> <C>
Jameson A. Baxter $665 $130 $ 95,000 $191,000(4)
Hans H. Estin 662 300 95,000 190,000
John A. Hill(5) 700 151 115,000 239,750(4)
Ronald J. Jackson 665 167 95,000 193,500(4)
Paul L. Joskow 662 63 95,000 191,000(4)
Elizabeth T. Kennan 662 193 95,000 190,000
Lawrence J. Lasser 658 147 95,000 189,000
John H. Mullin, III 664 94 95,000 196,250(4)
Robert E. Patterson 662 102 95,000 190,250
George Putnam, III 662 69 95,000 190,000
A.J.C. Smith 655 217 95,000 188,000
W. Thomas Stephens 648 88 95,000 188,000(4)
W. Nicholas Thorndike 658 270 95,000 190,000
----------------------- ---- ---- -------- ------------
</TABLE>
(1) Includes an annual retainer and an attendance fee for each meeting
attended.
(2) Assumes that each Trustee retires at the normal retirement date. Estimated
benefits for each Trustee are based on Trustee fee rates in effect during
calendar 1999.
(3) As of December 31, 1999, there were 114 funds in the Putnam family.
(4) Includes compensation deferred pursuant to a Trustee Compensation Deferral
Plan.
(5) Includes additional compensation for service as Vice Chairman of the Putnam
funds.
23
<PAGE>
Under a Retirement Plan for Trustees of the Putnam funds (the "Plan"), each
Trustee who retires with at least five years of service as a Trustee of the
funds is entitled to receive an annual retirement benefit equal to one-half
of the average annual compensation paid to such Trustee by the funds for
the last three years of service prior to retirement. This retirement
benefit is payable during a Trustee's lifetime, beginning the year
following retirement, for a number of years equal to such Trustee's years
of service compensated by the funds. A death benefit is also available
under the Plan which assures that the Trustee and his or her beneficiaries
will receive benefit payments for the lesser of an aggregate period of (i)
ten years or (ii) such Trustee's total years of service.
The Plan Administrator (a committee comprised of Trustees that are not
"interested persons" of the fund, as defined in the Investment Company Act
of 1940) may terminate or amend the Plan at any time, but no termination or
amendment will result in a reduction in the amount of benefits (i)
currently being paid to a Trustee at the time of such termination or
amendment, or (ii) to which a current Trustee would have been entitled had
he or she retired immediately prior to such termination or amendment.
For additional information about your fund, including further information
about its Trustees and officers, please see "Fund Information," on page 29.
2. RATIFICATION OF INDEPENDENT AUDITORS
PricewaterhouseCoopers LLP, 160 Federal Street, Boston, Massachusetts
02110, independent accountants, has been selected by the Trustees as the
independent auditors of your fund for the current fiscal year. Among the
country's preeminent accounting firms, this firm also serves as the auditor
for various other funds in the Putnam family. It was selected primarily on
the basis of its expertise as auditors of investment companies, the quality
of its audit services, and the competitiveness of its fees.
24
<PAGE>
A majority of the votes on the matter is necessary to ratify the selection
of auditors. The outcome of a vote affecting one fund does not affect any
other fund.
A majority of the votes on the matter is necessary to ratify the selection
of auditors. The outcome of a vote affecting one fund does not affect any
other fund. A representative of the independent auditors is expected to be
present at the meeting to make statements and to respond to appropriate
questions.
Further Information About Voting and the Meeting
Quorum and Methods of Tabulation. The shareholders of each fund vote
separately with respect to each proposal. In the case of each fund, a
majority of the shares entitled to vote--present in person or represented
by proxy--constitutes a quorum for the transaction of business with respect
to any proposal at the meeting (unless otherwise noted in the proxy
statement), except that where the preferred shares or common shares shall
vote as a separate class, then a majority of the aggregate number of shares
of that class shall be necessary to constitute a quorum for the transaction
of business by that class. 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
25
<PAGE>
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 Retail Management may solicit proxies in person
or by telephone. Your fund may also arrange to have voting instructions
recorded by telephone. The telephone voting procedure is designed to
authenticate shareholders' identities, to allow them to authorize the
voting of their shares in accordance with their instructions and to confirm
that their instructions have been properly recorded. Your fund has been
advised by counsel that these procedures are consistent with the
requirements of applicable law. If these procedures were subject to a
successful legal challenge, such votes would not be counted at the meeting.
Your fund is unaware of any such challenge at this time. Shareholders would
be called at the phone number Putnam Investments has in its records for
their accounts, and
26
<PAGE>
would be asked for their Social Security number or other identifying
information. The shareholders would then be given an opportunity to
authorize proxies to vote their shares at the meeting in accordance with
their instructions. To ensure that the shareholders' instructions have been
recorded correctly, they will also receive a confirmation of their
instructions in the mail. A special toll-free number will be available in
case the information contained in the confirmation is incorrect.
Shareholders may have the opportunity to submit their voting instructions
via the Internet by utilizing a program provided by a third party vendor
hired by Putnam Management. The giving of such a proxy will not affect your
right to vote in person should you decide to attend the meeting. To vote
via the Internet, you will need the 14-digit "control" number that appears
on your proxy card. To use the Internet, please access the Internet address
found on your proxy card on the World Wide Web. The Internet voting
procedures are designed to authenticate shareholder identities, to allow
shareholders to give their voting instructions, and to confirm that
shareholders' instructions have been recorded properly. Shareholders voting
via the Internet should understand that there may be costs associated with
internet access, such as usage charges from Internet access providers and
telephone companies, that must be borne by the shareholders.
Your fund's Trustees have adopted a general policy of maintaining
confidentiality in the voting of proxies. Consistent with this policy, your
fund may solicit proxies from shareholders who have not voted their shares
or who have abstained from voting.
Persons holding shares as nominees will upon request be reimbursed for
their reasonable expenses in soliciting instructions from their principals.
Each fund has retained at its expense D.F. King & Co. Inc., 77 Water
Street, New York, NY 10005, to aid in the solicitation of instructions for
registered and nominee accounts, for a fee not to exceed $2,500 plus
reasonable out-of-pocket expenses for mailing and phone costs.
27
<PAGE>
Revocation of proxies. Proxies, including proxies given by telephone or
over the Internet, may be revoked at any time before they are voted either
(i) by a written revocation received by the Associate Clerk of your fund,
(ii) by properly executing a later-dated proxy, (iii) by recording
later-dated voting instructions via the Internet or (iv) by attending the
meeting and voting in person.
Date for receipt of shareholders' proposals for the next annual meeting. It
is currently anticipated that each fund's next annual meeting of
shareholders will be held in October 2001. Shareholder proposals to be
included in the proxy statement for that meeting must be received by your
fund before March 28, 2001. Shareholders who wish to make a proposal at the
2001 annual meeting--other than one that will be included in the fund's
proxy materials--should notify the fund no later than June 5, 2001. The
Nominating Committee will also consider nominees recommended by
shareholders of each fund to serve as Trustees, provided that shareholders
submit their recommendations by the above date. If a shareholder who wishes
to present a proposal fails to notify the fund by this date, the proxies
solicited for the meeting will have discretionary authority to vote on the
shareholder's proposal if it is properly brought before the meeting. If a
shareholder makes a timely notification, the proxies may still exercise
discretionary voting authority under circumstances consistent with the
SEC's proxy rules.
Adjournment. If sufficient votes in favor of any of the proposals set forth
in the Notice of the Meeting are not received by the time scheduled for the
meeting, the persons named as proxies may propose adjournments of the
meeting for a period or periods of not more than 60 days in the aggregate
to permit further solicitation of proxies with respect to those proposals.
Any adjournment will require the affirmative vote of a majority of the
votes cast on the question in person or by proxy at the session of the
meeting to be adjourned. The persons named as proxies will vote in favor of
adjournment those proxies that they are
28
<PAGE>
entitled to vote in favor of such proposals. They will vote against
adjournment those proxies required to be voted against such proposals. Your
fund pays the costs of any additional solicitation and of any adjourned
session. Any proposals for which sufficient favorable votes have been
received by the time of the meeting may be acted upon and considered final
regardless of whether the meeting is adjourned to permit additional
solicitation with respect to any other proposal.
Financial information. Your fund will furnish to you upon request and
without charge, a copy of the fund's annual report for its most recent
fiscal year, and a copy of its semiannual report for any subsequent
semiannual period. Such requests may be directed to Putnam Investor
Services, P.O. Box 41203, Providence, RI 02940-1203 or 1-800-225-1581.
Fund Information
Putnam Investments Putnam Investment Management, Inc., the fund's
investment manager, and its affiliates, Putnam Retail Management, Inc., the
fund's principal underwriter, and Putnam Fiduciary Trust Company, the
fund's investor servicing agent and custodian (collectively, the "Putnam
companies"), are owned by Putnam Investments, Inc., a holding company that,
except for a minority stake owned by employees, is in turn owned by Marsh &
McLennan Companies, Inc., a leading professional services firm that
includes risk and insurance services, investment management and consulting
businesses. The address of the executive offices of Marsh & McLennan
Companies, Inc. is 1166 Avenue of the Americas, New York, New York 10036
29
<PAGE>
Limitation of Trustee liability. The Agreement and Declaration of Trust of
each fund provides that the fund will indemnify its Trustees and officers
against liabilities and expenses incurred in connection with litigation in
which they may be involved because of their offices with the fund, except
if it is determined in the manner specified in the Agreement and
Declaration of Trust that they have not acted in good faith in the
reasonable belief that their actions were in the best interests of the fund
or that such indemnification would relieve any officer or Trustee of any
liability to the fund or its shareholders arising by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of his or
her duties. Your fund, at its expense, provides liability insurance for the
benefit of its Trustees and officers.
Audit Committee and Board Policy and Nominating Committee. The members of
the Audit Committee of your fund include only Trustees who are not
"interested persons" of the fund or Putnam Management. The Audit Committee
currently consists of Dr. Kennan and Messrs. Estin, Mullin and Stephens
(Chairman). The Board Policy and Nominating Committee consists only of
Trustees who are not "interested persons" of your fund or Putnam
Management. The Board Policy and Nominating Committee currently consists of
Dr. Kennan (Chairperson), Messrs. Hill, Patterson and Thorndike.
Officers and other information. All of the officers of your fund are
employees of Putnam Management or its affiliates. Because of their
positions with Putnam Management or its affiliates or their ownership of
stock of Marsh & McLennan Companies, Inc., the parent corporation of Putnam
Management and Putnam Retail Management, Messrs. Putnam, III, Lasser and
Smith (nominees for Trustees of your fund), as well as the officers of your
fund, will benefit from the management fees, custodian fees, and investor
servicing fees paid or allowed by the fund. In addition to George Putnam
III and Lawrence J. Lasser, the officers of each fund are as follows:
30
<PAGE>
<TABLE>
<CAPTION>
Putnam Convertible Opportunities and Income Trust
Year first
elected to
Name (age) Office office
---------------------------- -------------------------- -----------
<S> <C> <C>
Charles E. Porter (61) Executive Vice President 1989
Patricia C. Flaherty (53) Senior Vice President 1993
John D. Hughes (65) Senior Vice President
& Treasurer 1988
Gordon H. Silver (53) Vice President 1990
Ian C. Ferguson (43) Vice President 1997
Thomas V. Reilly (53) Vice President 1995
Edward T. Shadek, Jr. (39) Vice President 1997
Charles G. Pohl* (39) Vice President 1998
Richard A. Monaghan** (45) Vice President 1998
John R. Verani (61) Vice President 1988
</TABLE>
*The fund's portfolio manager
**President of Putnam Retail Management
<TABLE>
<CAPTION>
Putnam Managed High Yield Trust
Year first
elected to
Name (age) Office office
---------------------------- -------------------------- -----------
<S> <C> <C>
Charles E. Porter (61) Executive Vice President 1989
Patricia C. Flaherty (53) Senior Vice President 1993
John D. Hughes (65) Senior Vice President
& Treasurer 1988
Gordon H. Silver (53) Vice President 1990
Ian C. Ferguson (43) Vice President 1997
Stephen Oristaglio (44) Vice President 1998
Edward H. D'Alelio (48) Vice President 1994
Rosemary H. Thomsen* (39) Vice President 1999
Richard A. Monaghan** (45) Vice President 1998
John R. Verani (61) Vice President 1988
</TABLE>
*One of the fund's portfolio managers
**President of Putnam Retail Management
31
<PAGE>
<TABLE>
<CAPTION>
Putnam Tax-Free Health Care Fund
Year first
elected to
Name (age) Office office
---------------------------- -------------------------- -----------
<S> <C> <C>
Charles E. Porter (61) Executive Vice President 1989
Patricia C. Flaherty (53) Senior Vice President 1993
John D. Hughes (65) Senior Vice President
& Treasurer 1988
Gordon H. Silver (53) Vice President 1990
Ian C. Ferguson (43) Vice President 1997
Stephen Oristaglio (44) Vice President 1998
Jerome J. Jacobs (41) Vice President 1996
Blake E. Anderson* (43) Vice President 1998
Richard A. Monaghan** (45) Vice President 1998
John R. Verani (61) Vice President 1988
</TABLE>
*The fund's portfolio manager
**President of Putnam Retail Management
32
<PAGE>
<TABLE>
<CAPTION>
Assets and shares outstanding of your fund as of May 31, 2000
-----------------------------------------------------------------
<S> <C>
Net assets:
-------------------------------------------
Putnam Convertible Opportunities and $ 81,153,712
Income Trust
Putnam Managed High Yield Trust $ 81,901,793
Putnam Tax-Free Health Care Fund $181,992,347
Shares outstanding and authorized to vote:
-------------------------------------------
Putnam Convertible Opportunities and 3,712,567 shares
Income Trust
Putnam Managed High Yield Trust 7,507,109 shares
Putnam Tax-Free Health Care Fund 13,807,168 shares
5% beneficial ownership:
-------------------------------------------
Putnam Convertible Opportunities and NONE
Income Trust
Putnam Managed High Yield Trust NONE
Putnam Tax-Free Health Care Fund NONE
</TABLE>
33
<PAGE>
P U T N A M INVESTMENTS [logo]
The Putnam Funds
One Post Office Square
Boston, Massachusetts 02109
Toll-free 1-800-225-1581
62706 8/00
<PAGE>
PUTNAM INVESTMENTS (Logo)
P.O. Box 9131
Hingham, MA 02043-9131
FOR YOUR CONVENIENCE YOU MAY RECORD YOUR VOTING INSTRUCTIONS VIA THE INTERNET OR
BY RETURNING THIS PROXY CARD BY MAIL
Your vote is very important. If you choose to record your voting instructions
via the Internet, visit the website at proxyweb.com/Putnam. Please refer to the
instructions below. Your voting instructions will be immediately confirmed if
you provide your e-mail address.
To record your voting instructions on the Internet
1. Read the proxy statement.
2. Go to proxyweb.com/Putnam.
3. Enter the 14-digit control number printed on your proxy card.
4. Follow the instructions on the site.
If you submit your voting instructions on the Internet, do not return your proxy
card.
This is your PROXY CARD
To vote by mail, please record your voting instructions on this proxy card, sign
it below, and return it promptly in the envelope provided. Your vote is
important.
PLEASE FOLD AT PERFORATION BEFORE DETACHING
Proxy for a meeting of shareholders to be held on October 5, 2000 for Putnam
Convertible Opportunities and Income Trust.
This proxy is solicited on behalf of the Trustees of the fund.
The undersigned shareholder hereby appoints John A. Hill, Hans H. Estin, and
Robert E. Patterson, and each of them separately, Proxies, with power of
substitution, and hereby authorizes them to represent such shareholder and to
vote, as designated below, at the meeting of shareholders of Putnam Convertible
Opportunities and Income Trust on October 5, 2000, at 2:00 p.m., Boston time,
and at any adjournments thereof, all of the shares of the fund that the
undersigned shareholder would be entitled to vote if personally present.
<PAGE>
PLEASE BE SURE TO SIGN AND DATE THIS PROXY.
Please sign your name exactly as it appears on this card. If you are a joint
owner, each owner should sign. When signing as executor, administrator,
attorney, trustee, or guardian, or as custodian for a minor, please give your
full title as such. If you are signing for a corporation, please sign the full
corporate name and indicate the signer's office. If you are a partner, sign in
the partnership name.
-------------------------------------------------
Shareholder sign here Date
-------------------------------------------------
Co-owner sign here Date
HAS YOUR ADDRESS CHANGED?
Please use this form to notify us of any change in address or telephone number
or to provide us with your comments. Detach this form from the proxy card and
return it with your signed proxy in the enclosed envelope.
Name
-----------------------------------------------------------
Street
-----------------------------------------------------------
City State Zip
-----------------------------------------------------------
Telephone
-----------------------------------------------------------
DO YOU HAVE ANY COMMENTS?
------------------------------------------------------------
------------------------------------------------------------
DEAR SHAREHOLDER:
Your vote is important. Please help us to eliminate the expense of follow-up
mailings by signing and returning this proxy card or by recording your voting
instructions via the Internet as soon as possible. A postage-paid envelope is
enclosed for your convenience.
THANK YOU!
<PAGE>
PLEASE FOLD AT PERFORATION BEFORE DETACHING
If you complete and sign the proxy, we'll vote exactly as you tell us. The
Proxies are authorized to vote in their discretion upon any matters as may
properly come before the meeting or at any adjournments of the meeting. If you
simply sign the proxy, or fail to provide your voting instructions on a
proposal, the Proxies will vote FOR fixing the number of Trustees as set forth
in Proposal 1 and FOR Proposal 2.
THE TRUSTEES RECOMMEND A VOTE FOR FIXING THE NUMBER OF TRUSTEES AND ELECTING ALL
OF THE NOMINEES FOR CLASS B TRUSTEES AND FOR THE OTHER PROPOSAL LISTED BELOW:
Please vote by filling in the appropriate boxes below.
<TABLE>
<CAPTION>
1. Proposal to elect Class B Trustees FOR WITHHOLD
<S> <C> <C>
fixing the number authority to
The nominees for Trustees are: J.A. Hill, R.J. Jackson, E.T. of Trustees as vote for all
Kennan, R.E. Patterson and G. Putnam, III. proposed and nominees
electing all the
nominees (except
as marked to the
contrary below)
|_| |_|
To withhold authority to vote for one or more of the nominees, write the name(s)
of the nominee(s) below: |_|
|-|
---------------------------------------------
2. Proposal to ratify the selection of PricewaterhouseCoopers FOR AGAINST ABSTAIN
LLP as the independent auditors of your fund.
|_| |_| |_|
</TABLE>
Note: If you have questions on any of the proposals, please call
1-800-225-1581.
<PAGE>
PUTNAM INVESTMENTS (Logo)
P.O. Box 9131
Hingham, MA 02043-9131
FOR YOUR CONVENIENCE YOU MAY RECORD YOUR VOTING INSTRUCTIONS VIA THE INTERNET OR
BY RETURNING THIS PROXY CARD BY MAIL
Your vote is very important. If you choose to record your voting instructions
via the Internet, visit the website at proxyweb.com/Putnam. Please refer to the
instructions below. Your voting instructions will be immediately confirmed if
you provide your e-mail address.
To record your voting instructions on the Internet
1. Read the proxy statement.
2. Go to proxyweb.com/Putnam.
3. Enter the 14-digit control number printed on your proxy card.
4. Follow the instructions on the site.
If you submit your voting instructions on the Internet, do not return your proxy
card.
This is your PROXY CARD.
To vote by mail, please record your voting instructions on this proxy card, sign
it below, and return it promptly in the envelope provided. Your vote is
important.
PLEASE FOLD AT PERFORATION BEFORE DETACHING
Proxy for a meeting of shareholders to be held on October 5, 2000 for Putnam
Managed High Yield Trust.
This proxy is solicited on behalf of the Trustees of the fund.
The undersigned shareholder hereby appoints John A. Hill, Hans H. Estin, and
Robert E. Patterson, and each of them separately, Proxies, with power of
substitution, and hereby authorizes them to represent such shareholder and to
vote, as designated below, at the meeting of shareholders of Putnam Managed High
Yield Trust on October 5, 2000, at 2:00 p.m., Boston time, and at any
adjournments thereof, all of the shares of the fund that the undersigned
shareholder would be entitled to vote if personally present.
<PAGE>
PLEASE BE SURE TO SIGN AND DATE THIS PROXY.
Please sign your name exactly as it appears on this card. If you are a joint
owner, each owner should sign. When signing as executor, administrator,
attorney, trustee, or guardian, or as custodian for a minor, please give your
full title as such. If you are signing for a corporation, please sign the full
corporate name and indicate the signer's office. If you are a partner, sign in
the partnership name.
-------------------------------------------------
Shareholder sign here Date
-------------------------------------------------
Co-owner sign here Date
HAS YOUR ADDRESS CHANGED?
Please use this form to notify us of any change in address or telephone number
or to provide us with your comments. Detach this form from the proxy card and
return it with your signed proxy in the enclosed envelope.
Name
-----------------------------------------------------------
Street
-----------------------------------------------------------
City State Zip
-----------------------------------------------------------
Telephone
-----------------------------------------------------------
DO YOU HAVE ANY COMMENTS?
------------------------------------------------------------
------------------------------------------------------------
DEAR SHAREHOLDER:
Your vote is important. Please help us to eliminate the expense of follow-up
mailings by signing and returning this proxy card or by recording your voting
instructions via the Internet as soon as possible. A postage-paid envelope is
enclosed for your convenience.
THANK YOU!
<PAGE>
PLEASE FOLD AT PERFORATION BEFORE DETACHING
If you complete and sign the proxy, we'll vote exactly as you tell us. The
Proxies are authorized to vote in their discretion upon any matters as may
properly come before the meeting or at any adjournments of the meeting. If you
simply sign the proxy, or fail to provide your voting instructions on a
proposal, the Proxies will vote FOR fixing the number of Trustees as set forth
in Proposal 1and FOR Proposal 2.
THE TRUSTEES RECOMMEND A VOTE FOR FIXING THE NUMBER OF TRUSTEES AS PROPOSED:
---
Please vote by filling in the appropriate boxes below.
THE TRUSTEES RECOMMEND A VOTE FOR FIXING THE NUMBER OF TRUSTEES AS PROPOSED:
---
<TABLE>
<S> <C> <C>
1. Proposal to fix the number of Trustees and elect all FOR WITHHOLD
nominess. fixing the number authority to
of Trustees as vote for all
The nominees for Trustees are: J.A. Baxter, H.H. Estin, J.A. proposed and nominees
Hill, R.J. Jackson, P.L. Joskow, E.T. Kennan, L.J. Lasser, J.H. electing all the
Mullin, III, R.E. Patterson, G. Putnam, III, A.J.C. Smith, W.T. nominees (except
Stephens and W.N. Thorndike. as marked to the
contrary below)
|_| |_|
To withhold authority to vote for one or more of the nominees,
write the name(s) of the nominee(s) below:
---------------------------------------------
THE TRUSTEES RECOMMEND A VOTE FOR PROPOSAL 2:
2. Proposal to ratify the selection of PricewaterhouseCoopers FOR AGAINST ABSTAIN
LLP as the independent auditors of your fund.
|_| |_| |_|
</TABLE>
Note: If you have questions on any of the proposals, please call
1-800-225-1581.
<PAGE>
PUTNAM INVESTMENTS (Logo)
P.O. Box 9131
Hingham, MA 02043-9131
FOR YOUR CONVENIENCE YOU MAY RECORD YOUR VOTING INSTRUCTIONS VIA THE INTERNET OR
BY RETURNING THIS PROXY CARD BY MAIL
Your vote is very important. If you choose to record your voting instructions
via the Internet, visit the website at proxyweb.com/Putnam. Please refer to the
instructions below. Your voting instructions will be immediately confirmed if
you provide your e-mail address.
To record your voting instructions on the Internet
1. Read the proxy statement.
2. Go to proxyweb.com/Putnam.
3. Enter the 14-digit control number printed on your proxy card.
4. Follow the instructions on the site.
If you submit your voting instructions on the Internet, do not return your proxy
card.
This is your PROXY CARD.
To vote by mail, please record your voting instructions on this proxy card, sign
it below, and return it promptly in the envelope provided. Your vote is
important.
PLEASE FOLD AT PERFORATION BEFORE DETACHING
Proxy for a meeting of shareholders to be held on October 5, 2000 for Putnam
Tax-Free Health Care Fund.
This proxy is solicited on behalf of the Trustees of the fund.
The undersigned shareholder hereby appoints John A. Hill, Hans H. Estin, and
Robert E. Patterson, and each of them separately, Proxies, with power of
substitution, and hereby authorizes them to represent such shareholder and to
vote, as designated below, at the meeting of shareholders of Putnam Tax-Free
Health Care Fund on October 5, 2000, at 2:00 p.m., Boston time, and at any
adjournments thereof, all of the shares of the fund that the undersigned
shareholder would be entitled to vote if personally present.
<PAGE>
PLEASE BE SURE TO SIGN AND DATE THIS PROXY.
Please sign your name exactly as it appears on this card. If you are a joint
owner, each owner should sign. When signing as executor, administrator,
attorney, trustee, or guardian, or as custodian for a minor, please give your
full title as such. If you are signing for a corporation, please sign the full
corporate name and indicate the signer's office. If you are a partner, sign in
the partnership name.
-------------------------------------------------
Shareholder sign here Date
-------------------------------------------------
Co-owner sign here Date
HAS YOUR ADDRESS CHANGED?
Please use this form to notify us of any change in address or telephone number
or to provide us with your comments. Detach this form from the proxy card and
return it with your signed proxy in the enclosed envelope.
Name
-----------------------------------------------------------
Street
-----------------------------------------------------------
City State Zip
-----------------------------------------------------------
Telephone
-----------------------------------------------------------
DO YOU HAVE ANY COMMENTS?
------------------------------------------------------------
------------------------------------------------------------
DEAR SHAREHOLDER:
Your vote is important. Please help us to eliminate the expense of follow-up
mailings by signing and returning this proxy card or by recording your voting
instructions via the Internet as soon as possible. A postage-paid envelope is
enclosed for your convenience.
THANK YOU!
<PAGE>
PLEASE FOLD AT PERFORATION BEFORE DETACHING
If you complete and sign the proxy, we'll vote exactly as you tell us. The
Proxies are authorized to vote in their discretion upon any matters as may
properly come before the meeting or at any adjournments of the meeting. If you
simply sign the proxy, or fail to provide your voting instructions on a
proposal, the Proxies will vote FOR fixing the number of Trustees as set forth
in Proposal 1and FOR Proposal 2.
Please vote by filling in the appropriate boxes below.
THE TRUSTEES RECOMMEND A VOTE FOR FIXING THE NUMBER OF TRUSTEES AS PROPOSED:
---
<TABLE>
<S> <C> <C>
1. Proposal to fix the number of Trustees and elect all FOR WITHHOLD
nominess. fixing the number authority to
of Trustees as vote for all
The nominees for Trustees are: J.A. Baxter, H.H. Estin, J.A. proposed and nominees
Hill, R.J. Jackson, P.L. Joskow, E.T. Kennan, L.J. Lasser, J.H. electing all the
Mullin, III, R.E. Patterson, G. Putnam, III, A.J.C. Smith, W.T. nominees (except
Stephens and W.N. Thorndike. as marked to the
contrary below)
|_| |_|
To withhold authority to vote for one or more of the nominees,
write the name(s) of the nominee(s) below:
---------------------------------------------
THE TRUSTEES RECOMMEND A VOTE FOR PROPOSAL 2:
2. Proposal to ratify the selection of PricewaterhouseCoopers FOR AGAINST ABSTAIN
LLP as the independent auditors of your fund.
|_| |_| |_|
</TABLE>
Note: If you have questions on any of the proposals, please call
1-800-225-1581.
