DEFA14A 1 eqs1.txt PUTNAM EQUITY SPONSOR PROXY 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)) / / Definitive Proxy Statement / / Definitive Additional Materials / X / Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12 PUTNAM ASSET ALLOCATION FUNDS PUTNAM CAPITAL APPRECIATION FUND PUTNAM CLASSIC EQUITY FUND PUTNAM CONVERTIBLE INCOME-GROWTH TRUST PUTNAM DISCOVERY GROWTH FUND PUTNAM EQUITY INCOME FUND PUTNAM EUROPE EQUITY FUND THE GEORGE PUTNAM FUND OF BOSTON PUTNAM FUNDS TRUST PUTNAM GLOBAL EQUITY FUND PUTNAM GLOBAL NATURAL RESOURCES FUND THE PUTNAM FUND FOR GROWTH AND INCOME PUTNAM HEALTH SCIENCES TRUST PUTNAM INTERNATIONAL EQUITY FUND PUTNAM INVESTMENT FUNDS PUTNAM INVESTORS FUND PUTNAM NEW OPPORTUNITIES FUND PUTNAM OTC & EMERGING GROWTH FUND PUTNAM TAX SMART FUNDS TRUST PUTNAM UTILITIES GROWTH AND INCOME FUND PUTNAM VISTA FUND PUTNAM VOYAGER 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: I am writing to let you know about an upcoming proxy solicitation to Putnam fund shareholders. As a fiduciary, the plan is the shareholder of the fund, and, as such, has the right to vote the fund's shares. In early September, proxy materials-- a proxy statement, a proxy ballot, and a guide to understanding the proxy-- will be mailed to shareholders of all 58 Putnam retail open-end funds. Most notably, the proxy relates to the election of the funds' Trustees. In addition, there are several administrative proposals that are designed to increase the funds' investment flexibility and to make their investment restrictions simpler and more uniform across Putnam funds. These changes would also help make Putnam's compliance monitoring more efficient. The Trustees of the Putnam funds recommend that shareholders vote affirmatively on all proxy proposals. We encourage you to vote your proxy by mail, phone, or online. The information below will help you better understand the proxy proposals. Election of Trustees: Under this proposal, you are asked to elect the funds' Trustees. Under new SEC requirements applicable to most mutual funds, at least 75% of a fund's Trustees, as well as its chairperson, must be independent, which means that they are not affiliated with the fund's investment advisor. Even prior to the new SEC rules and, in fact, since July 1, 2000, the Putnam funds' Trustees have met both independence requirements. We have always believed that having a majority of Trustees who are independent enhances the ability of the Trustees to effectively protect the interests of shareholders. The Putnam funds currently have 11 Trustees, nine of whom are independent. The Trustees have nominated three additional Trustees, two of whom would be independent. In total, shareholders are asked to vote for 14 Trustees, 11 of whom would be independent. Approval of amendment to the funds' agreements and declarations of trust: This proposal, which would affect all of your Putnam funds, would give the funds the flexibility to pay redemptions in the form of portfolio securities rather than in cash. The funds would consider making in-kind redemptions only in exceptional situations where the size and/or timing of the request would severely strain the fund's liquidity resources-- for instance, when an investor, without giving prior notice, submits a very large redemption request that would require the fund to immediately liquidate sizeable portfolio positions at disadvantageous prices. The Trustees believe that the ability to pay a redemption wholly or partially in kind under such circumstances would benefit a fund's remaining shareholders. Redemption requests under ordinary circumstances would not be affected by this proposal. This is a standard industry provision for many mutual fund companies and was recommended by Ropes & Gray, LLP, independent legal counsel to the funds and the independent Trustees. Administrative changes: The administrative proposals seek to make changes to the funds' investment restrictions with respect to the following: 1. Borrowing and lending These proposals seek to bring the funds' borrowing and lending restrictions in line with those currently in place for other Putnam funds. While it is important to note that it is not standard practice for any fund to borrow or lend money, Putnam Management has recommended the proposed revisions in order to give the funds greater flexibility to participate in the future in an interfund borrowing and lending program approved by the SEC, which potentially could be used to meet temporary cash needs of a fund. 2. Diversification of investments This proposal, which would affect all funds in your plan, seeks to simplify the funds' investment restrictions and make them uniform with respect to the Investment Company Act's technical diversification requirements. The proposal would not affect any fund's current status as a diversified or nondiversified fund. In particular, the proposal would enhance the funds' flexibility to use Putnam Prime Money Market Fund as a cash investment vehicle. 3. Issuance of senior securities All Putnam open-end funds are prohibited from issuing senior securities, including shares of preferred stock. This policy would remain unchanged under the proposal. However, the proposal would revise the language of the policy of certain funds to conform with that of most other Putnam funds. The revised language of the policy would make clear that any already-permitted borrowings (such as temporary borrowings through an interfund borrowing program) would not be technically viewed as creating a senior security. Fund specific proposals: 1. Approval of amendment to Putnam Equity Income Fund's investment objective: This proposal would restate the fund's investment objective to give greater emphasis to capital appreciation. Consistent with the fund's nonfundamental policy of investing at least 80% of net assets in common stocks and other equity investments that offer potential for current income, the fund's management team would be able to give more weight to stocks that offer capital appreciation potential. 2. Proposals for Putnam U.S. Government Income Trust: Two proposals, which apply only to Putnam U.S. Government Income Trust, would make this fund's restrictions consistent with those of Putnam's other government income funds. One proposal would revise the fund's fundamental investment restriction with respect to investments in commodities to enable the use of financial futures, a commonly used investment tool. The other proposal seeks to eliminate the fund's prohibition on investments in options and related derivatives. The shareholder meeting for the retail open-end funds is scheduled to take place on November 11, 2004. I want to thank you for taking the time to understand the proxy process, the proposals, and the importance of voting. If you have any questions, or would like more detailed information, please contact your dedicated Relationship Manager. Sincerely, Joseph P. Craven Director, Institutional Retirement Services Putnam Retail Management