SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Filed by the Registrant / X /
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Filed by a party other than the Registrant / /
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Check the appropriate box:
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/ / Preliminary Proxy Statement
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/ / Confidential, for Use of the Commission Only (as
---- permitted by Rule 14a-6(e)(2))
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/ X / Definitive Proxy Statement
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/ / Definitive Additional Materials
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/ / Soliciting Material Pursuant to Sec. 240.14a-11(c) or
---- Sec. 240.14a-12
PUTNAM MASTER INTERMEDIATE INCOME TRUST
PUTNAM PREMIER INCOME TRUST
(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):
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/ X / No fee required
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/ / 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:
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/ / Fee paid previously with preliminary materials.
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/ / Check box if any part of the fee is offset as provided by Exchange
---- Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Important information for shareholders of:
PUTNAM MASTER INTERMEDIATE INCOME TRUST AND
PUTNAM PREMIER INCOME TRUST
The document you hold in your hands contains your proxy statement and
proxy card. Your proxy 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 carefully review the proxy statement, and provide your
voting instructions by using any of the methods shown on your proxy
card. When shareholders don't return their proxies in sufficient
numbers, we have to make 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 minutes with these materials and return your proxy to
us.
PUTNAM INVESTMENTS
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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 1-800-225-1581 or call
your financial advisor.
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A Message from the Chairman
Dear Fellow Shareholder:
I am writing to you to ask for your vote on important matters 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
either filling out and signing the enclosed proxy card or by voting via
the Internet. We are asking for your vote on the following matter:
fixing the number of Trustees and electing your fund's Trustees.
Although we would like very much to have each shareholder attend his or
her fund's meeting, we realize that 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 by completing, signing, and
returning 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 vote 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 I
am sure you will give this important matter. If you have questions about
the proposal please call a Putnam customer service representative at
1-800-225-1581 or contact your financial advisor.
Sincerely yours,
/S/ John A. Hill
John A. Hill, Chairman
PUTNAM MASTER INTERMEDIATE INCOME TRUST AND
PUTNAM PREMIER INCOME TRUST
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,
in the event you attend in person.
To the Shareholders of Putnam Master Intermediate Income Trust and
Putnam Premier Income Trust:
The Annual Meeting of Shareholders of your fund will be held on June 12,
2003 at 11:00 a.m., Boston time, at the principal offices of the fund 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 3.
By the Trustees
John A. Hill, Chairman
George Putnam, III, President
Jameson A. Baxter
Charles B. Curtis
Ronald J. Jackson
Paul L. Joskow
Elizabeth T. Kennan
Lawrence J. Lasser
John H. Mullin, III
Robert E. Patterson
A.J.C. Smith
W. Thomas Stephens
W. Nicholas Thorndike
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 that you will be represented at the meeting.
April 8, 2003
Proxy statement
This document will give you the information you need to vote on the
matters. Much of the information 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
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 Master
Intermediate Income Trust and Putnam Premier Income Trust for use at the
Annual Meeting of Shareholders of each fund to be held on June 12, 2003,
and, if your fund's meeting is adjourned, at any later meetings, for the
purposes stated in the Notice of Annual Meeting (see previous page). The
Notice of Annual Meeting, the proxy and the Proxy Statement are being
mailed on or about April 8, 2003.
* How do your fund's Trustees recommend that shareholders vote on this
proposal?
The Trustees recommend that you vote
1. For fixing the number of Trustees as proposed and the election of
all nominees.
* Who is eligible to vote?
Shareholders of record at the close of business on March 21, 2003 are
entitled to be present and to vote at the meeting or any adjourned
meeting.
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.
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, LLC, your fund's
investment manager ("Putnam Management").
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. The 13 nominees
for election as Trustees at the shareholder meeting of your fund who
receive the greatest number of votes will be elected as Trustees of your
fund.
The nominees for Trustees and their backgrounds are shown in the table
below. The table discloses each nominee's name, date of birth, principal
occupation(s) during the past 5 years, and other information about the
nominee's professional background, including other directorships the
nominee holds. Each nominee currently serves as a Trustee. Each Trustee
oversees all of the Putnam funds and serves for an indefinite term until
his or her resignation, death or removal. The address of all of the
Trustees is One Post Office Square, Boston, Massachusetts 02109. At
December 31, 2002, there were 101 Putnam funds.
Jameson A. Baxter (9/6/43)
Trustee since 1994
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Ms. Baxter is the President of Baxter Associates, Inc., a consulting and
private investment firm that she founded in 1986.
Ms. Baxter also serves as a Director of ASHTA Chemicals, Inc., Banta
Corporation (a printing and digital imaging firm), Ryerson Tull, Inc. (a
steel service corporation), Advocate Health Care, and the National
Center for Nonprofit Boards, and Chairman Emeritus of the Board of
Trustees, Mount Holyoke College. Until 2002, Ms. Baxter was a Director
of Intermatic Corporation (manufacturer of energy control products). Ms.
Baxter also held various positions in investment banking and corporate
finance, including Vice President and Principal of the Regency Group,
and Vice President of and Consultant to First Boston. She is a graduate
of Mount Holyoke College.
Charles B. Curtis (4/27/40)
Trustee since 2001
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Mr. Curtis is President and Chief Operating Officer, Nuclear Threat
Initiative (a private foundation dealing with national security issues).
Mr. Curtis also serves as Senior Advisor to the United Nations
Foundation.
Mr. Curtis is a Member of the Council on Foreign Relations and a Member
of the Trustee Advisory Council of the Applied Physics Laboratory, John
Hopkins University. Prior to 2002, Mr. Curtis was a Member of the Board
of Directors of the Gas Technology Institute and the Board of Directors
of the Environment and Natural Resources Program Steering Committee,
John F. Kennedy School of Government. Until 2003, Mr. Curtis was a
Member of the Electric Power Research Institute Advisory Council and the
University of Chicago Board of Governors for Argonne National
Laboratory. Until 2001, Mr. Curtis was a Member of the Department of
Defense's Policy Board and Director of EG&G Technical Services, Inc.
(fossil energy research and development support). Prior to May 1997, Mr.
Curtis was Deputy Secretary of Energy. Mr. Curtis is a lawyer with over
15 years experience. He served as Chairman of the Federal Regulatory
Commission from 1977 to 1987 and has held positions on the staff of the
U.S. House of Representatives, the U.S. Treasury Department and the
Securities and Exchange Commission. Mr. Curtis holds B.S. and B.A.
degrees from the University of Massachusetts at Amherst and a J.D. from
Boston University School of Law.
John A. Hill (1/31/42)
Trustee since 1985 and Chairman since 2000
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Mr. Hill is Vice-Chairman and Managing Director, First Reserve
Corporation (a registered investment adviser investing in companies in
the world-wide energy industry on behalf of institutional investors).
Mr. Hill is also a Director of Devon Energy Corporation (formerly known
as Snyder Oil Corporation), TransMontaigne Oil Company, Continuum Health
Partners of New York, Sarah Lawrence College and various private
companies owned by First Reserve Corporation. He is also a Trustee of TH
Lee, Putnam Investment Trust (a closed-end investment company). Prior to
acquiring First Reserve in 1983, Mr. Hill held executive positions with
several advisory firms and various positions with the federal
government, including Associate Director of the Office of Management and
Budget and Deputy Director of the Federal Energy Administration. He is
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 (12/17/43)
Trustee since 1996
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Mr. Jackson is a private investor.
Mr. Jackson is the President of the Kathleen and Ronald J. Jackson
Foundation (a charitable trust). He is also a Member of the Board of
Overseers of WGBH (a public radio station) as well as a Member of the
Board of Overseers of the Peabody Essex Museum. He is the former
Chairman, President and Chief Executive Officer of Fisher-Price, Inc.,
(a major toy manufacturer) from which he retired in 1993. He also
previously served as President and Chief Executive Officer of
Stride-Rite, Inc., (a manufacturer and distributor of footwear), and of
Kenner Parker Toys, Inc., (a major toy and game manufacturer). He has
also held financial and marketing positions with such companies as
General Mills, Inc., Parker Brothers (a toy and game company), and
Talbots (a distributor of women's apparel), where he served as President
of the company. Mr. Jackson is a graduate of Michigan State University
Business School.
Paul L. Joskow (6/30/47)
Trustee since 1997
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Dr. Joskow is an Elizabeth and James Killian Professor of Economics and
Management and Director of the Center for Energy and Environmental
Policy Research, Massachusetts Institute of Technology.
Dr. Joskow also serves as a Director of National Grid Transco (a UK
based holding company with interests in electric and gas transmissions
and distribution and telecommunications infrastructure); and the
Whitehead Institute for Biomedical Research (a non-profit research
institution). He has been President of the Yale University Council since
1993. Prior to February 2002, March 2000 and September 1998, Dr. Joskow
was a Director of State Farm Indemnity Company (an automobile insurance
company), a Director of New England Electric System (a public utility
holding company), and a consultant to National Economic Research
Associates, respectively. He has published five books and numerous
articles on topics in industrial organization, government regulation of
industry and competition policy and is active on industry restructuring,
environmental, energy, competition, and privatization policies, serving
as an advisor to governments and corporations worldwide. Dr. Joskow is a
graduate of Cornell University and Yale University, and is a Fellow of
the Econometric Society and the American Academy of Arts and Sciences.
Elizabeth T. Kennan (2/25/38)
Trustee since 1992
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Dr. Kennan is Chairman, Cambus-Kenneth Bloodstock (a limited liability
company involved in thoroughbred horse breeding and farming) and
President Emeritus of Mount Holyoke College.
Dr. Kennan also serves as a Trustee of Northeast Utilities and Centre
College. She is also a Director of Talbots (a distributor of women's
apparel). Prior to 2001, Dr. Kennan was a Member of the Oversight
Committee of the Folger Shakespeare Library. Prior to September 2000,
June 2000, and November 1999, Dr. Kennan was a Director of Chastain Real
Estate, Bell Atlantic and Kentucky Home Life Insurance, respectively.
Prior to 1995, Dr. Kennan was a Trustee of Notre Dame University. For
twelve years, Dr. Kennan was on the faculty of Catholic University,
where she taught history and published numerous articles, and directed
the post-doctoral program in Patristic and Medieval Studies. Active in
various educational and civic associations, she is a graduate of Mount
Holyoke College, the University of Washington, and St. Hilda's College,
Oxford University. She holds several honorary doctorates. She also
serves on the boards of various organizations.
John H. Mullin, III (6/15/41)
Trustee since 1997
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Mr. Mullin is the Chairman and CEO of Ridgeway Farm (a limited liability
company engaged in timber and farming).
Mr. Mullin is also a Director of Alex. Brown Realty, Inc., The Liberty
Corporation (a company engaged in the broadcasting industry), Progress
Energy, Inc., (a utility company), formerly known as Carolina Power &
Light and Sonoco Products, Inc., (a packing company). Mr. Mullin is a
Trustee Emeritus of Washington & Lee University where he served as
Chairman of the Investment Committee. Prior to October 1997, January
1998 and May 2001, he was a Director of Dillon, Read & Co. Inc., The
Ryland Group, Inc. and Graphic Packaging International Corp.,
respectively. He is a graduate of Washington & Lee University and The
Wharton Graduate School at the University of Pennsylvania.
Robert E. Patterson (3/15/45)
Trustee since 1984
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Mr. Patterson is Senior Partner of Cabot Properties, L.P., and Chairman
of Cabot Properties, Inc.
Mr. Patterson is also Chairman of the Joslin Diabetes Center, a Trustee
of SEA Education Association and a Director of Brandywine Trust Company.
Prior to December 2001, he served as President and Trustee of Cabot
Industrial Trust (a publicly traded real estate investment trust). Prior
to February 1998, Mr. Patterson was Executive Vice President and
Director of Acquisitions of Cabot Partners Limited Partnership (a
registered investment advisor that managed real estate investments for
institutional investors). Prior to 1990, he was Executive Vice President
of Cabot, Cabot & Forbes Realty Advisors, the predecessor of Cabot
Partners, and prior to that was Senior Vice President of the Beal
Companies (a real estate management, investment and development firm).
He 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 is a graduate of
Harvard College and Harvard Law School.
W. Thomas Stephens (9/2/42)
Trustee since 1997
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Mr. Stephens is a Corporate Director
Mr. Stephens is a Director of Qwest Communications, Xcel Energy
Incorporated (a public utility company), TransCanada Pipelines and
Norske Canada, Inc., (a paper manufacturer). Prior to July 2001 and
October 1999, Mr. Stephens was Chairman of Mail-Well and CEO of
MacMillan-Bloedel (a forest products company). Prior to 1996, he was
Chairman and Chief Executive Officer of Johns Manville. He holds B.S.
and M.S. degrees from the University of Arkansas.
W. Nicholas Thorndike (3/28/33)
Trustee since 1992
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Mr. Thorndike is a Director of various corporations and charitable
organizations, including Courier Corporation (a book manufacturer and
publisher) and Providence Journal Co. (a newspaper publisher).
Mr. Thorndike is also a Trustee of Northeastern University and an
Honorary Trustee of Massachusetts General Hospital, where he previously
served as Chairman and President. Prior to September 2000, April 2000,
and December 2001, Mr. Thorndike was a Director of Bradley Real Estate,
Inc., a Trustee of Eastern Utilities Associates, and a Trustee of Cabot
Industrial Trust, respectively. He has also served as Chairman of the
Board and Managing Partner of Wellington Management/Thorndike, Doran,
Paine & Lewis (a registered investment advisor that manages mutual funds
and institutional assets), as a Trustee of the Wellington Group of Funds
(currently The Vanguard Group) and as the Chairman and a Director of
Ivest Fund, Inc. Mr. Thorndike is a graduate of Harvard College.
* Interested Trustees
Lawrence J. Lasser* (11/1/42)
Trustee since 1992 and Vice President since 1981
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Mr. Lasser is the President and Chief Executive Officer of Putnam
Investments and Putnam Management. He has been President and Chief
Executive Officer since 1985, having begun his career there in 1969.
Mr. Lasser is also a Director of Marsh & McLennan Companies, Inc., and
the United Way of Massachusetts Bay. He also serves as a Member of the
Board of Governors of the Investment Company Institute, as a Trustee of
the Museum of Fine Arts, Boston, and as a Trustee and Member of the
Finance and Executive Committees of Beth Israel Deaconess Medical
Center, Boston. He is 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.
George Putnam III* (8/10/51)
Trustee since 1984 and President since 2000
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Mr. Putnam is the President of New Generation Research, Inc., (a
publisher of financial advisory and other research services relating to
bankrupt and distressed companies) and of New Generation Advisers, Inc.,
(a registered investment adviser that provides advice to private funds
specializing in investments in such companies). He founded New
Generation in 1985.
Mr. Putnam is also a Director of The Boston Family Office, L.L.C., a
registered investment advisor, and a Trustee of St. Mark's School and
Shore Country Day School. Until 2002, Mr. Putnam was a Trustee of the
SEA Education Association. Mr. Putnam also worked as an attorney with
the law firm of Dechert Price & Rhoads. He is a graduate of Harvard
College, Harvard Business School and Harvard Law School.
A.J.C. Smith* (4/13/34)
Trustee since 1986
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Mr. Smith is a Director of Marsh & McLennan Companies, Inc.
Mr. Smith is a Director of Trident Corp., (a limited partnership with
over thirty institutional investors), and a Trustee of the Carnegie Hall
Society, the Educational Broadcasting Corporation and the National
Museums of Scotland. He is Chairman of the Central Park Conservancy and
a Member of the Board of Overseers of the Joan and Sanford I. Weill
Graduate School of Medical Sciences of Cornell University. Prior to May
2000 and November 1999, Mr. Smith was Chairman and CEO, respectively, of
Marsh & McLennan. He was educated in Scotland. Mr. Smith is a Fellow of
the Faculty of Actuaries in Edinburgh, the Canadian Institute of
Actuaries and the Conference of Actuaries, an Associate of the Society
of Actuaries, and a Member of the American Academy of Actuaries, the
International Actuarial Association and the International Association of
Consulting Actuaries.
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* Nominees who are or may be deemed to be "interested persons" (as
defined in the Investment Company Act of 1940) of the fund, Putnam
Management, Putnam Retail Management, or Marsh & McLennan Companies,
Inc., the parent company of Putnam, LLC and its affiliated companies.
Messrs. Putnam, Lasser and Smith are deemed "interested persons" by
virtue of their positions as officers or shareholders of the fund or
Putnam Management, Putnam Retail Management, or Marsh & McLennan
Companies, Inc. George Putnam, III is the President of your Fund and
each of the other Putnam funds. Lawrence J. Lasser is the President and
Chief Executive Officer of Putnam Investments and Putnam Management. Mr.
Lasser and Mr. Smith each serves as Director of Marsh & McLennan
Companies, Inc. The balance of the nominees are not "interested
persons."
All the nominees were elected by the shareholders of Putnam Master
Intermediate Income Trust and Putnam Premier Income Trust on June 13, 2002.
The 13 nominees for election as Trustees at the shareholder meeting of your
fund who receive the greatest number of votes will be elected as 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 fix the number of
Trustees at less than 13 for your fund.
* What are the Trustees' responsibilities?
Your fund's Trustees are responsible for the general oversight of your
fund's affairs and for assuring that your fund is managed in the best
interests of its shareholders. The Trustees regularly 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 shareholder servicing. At least
annually, the Trustees review and evaluate the fees and operating expenses
paid by your fund for these services and negotiate changes that they deem
appropriate. In carrying out these responsibilities, the Trustees are
assisted by an independent administrative staff and by your fund's
auditors, counsel and other experts as appropriate, selected by and
responsible to the Trustees.
Your fund's Trustees have determined that the efficient conduct of your
fund's affairs makes it desirable to delegate responsibility for certain
specific matters to committees of the board. Certain committees (the
Executive Committee, Distributions Committee, and Audit and Pricing
Committee) are authorized to act for the Trustees as specified in their
charters. The other committees review and evaluate matters specified in
their charters and make recommendations to the Trustees as they deem
appropriate. Each committee may utilize the resources of your fund's
independent staff, counsel and auditors as well as other experts. The
committees meet as often as necessary, either in conjunction with
regular meetings of the Trustees or otherwise. The membership and
chairman of each committee are appointed by the Trustees upon
recommendation of the Board Policy and Nominating Committee.
Audit and Pricing Committee. The Audit and Pricing Committee provides
oversight on matters relating to the preparation of the funds' financial
statements, compliance matters and Code of Ethics issues. This oversight
is discharged by regularly meeting with management and the funds'
independent auditors and keeping current on industry developments.
Duties of this Committee also include the review and evaluation of all
matters and relationships pertaining to the funds' independent auditors,
including their independence. The members of the Audit and Pricing
Committee of your fund include only Trustees who are not "interested
persons" of the fund or Putnam Management. Each member of the Audit and
Pricing Committee is "independent" as defined in Sections
303.01(B)(2)(a) and (3) of the listing standards of the New York Stock
Exchange. The Committee also reviews the funds' policies and procedures
for achieving accurate and timely pricing of the funds' shares,
including oversight of fair value determinations of individual
securities made by Putnam Management or other designated agents of the
funds. The Committee oversees compliance by money market funds with Rule
2a-7, interfund transactions pursuant to Rule 17a-7, and the correction
of occasional pricing errors. The Committee also receives reports
regarding the liquidity of portfolio securities. The Trustees have
adopted a written charter for the Audit and Pricing Committee. The
Committee currently consists of Dr. Joskow (Chairperson), Messrs.
Thorndike and Stephens and Dr. Kennan.
Board Policy and Nominating Committee. The Board Policy and Nominating
Committee reviews matters pertaining to the operations of the Board of
Trustees and its Committees, the compensation of the Trustees and their
staff, and the conduct of legal affairs for the funds. The Committee
evaluates and recommends all candidates for election as Trustees and
recommends the appointment of members and chairs of each board committee.
The Committee also reviews policy matters affecting the operation of the
Board and its independent staff and makes recommendations to the Board as
appropriate. The Committee consists only of Trustees who are not
"interested persons" of your fund or Putnam Management. The Committee also
oversees the voting of proxies associated with portfolio investments of the
Putnam funds, with the goal of ensuring that these proxies are voted in the
best interest of the fund's shareholders. The Board Policy and Nominating
Committee currently consists of Dr. Kennan (Chairperson), Ms. Baxter and
Messrs. Hill, Mullin, Patterson and Thorndike. The Board Policy and
Nominating Committee will consider nominees for trustee recommended by
shareholders of a fund provided shareholders submit their recommendations
by the date disclosed in the fund's proxy statement and provided the
shareholders' recommendations otherwise comply with applicable securities
laws, including Rule 14a-8 under the Securities Exchange Act of 1934.
Brokerage and Custody Committee. The Brokerage and Custody Committee
reviews the policies and procedures of the funds regarding the execution
of portfolio transactions for the funds, including policies regarding
the allocation of brokerage commissions and soft dollar credits. The
Committee reviews periodic reports regarding the funds' activities
involving derivative securities, and reviews and evaluates matters
relating to the funds' custody arrangements. The Committee currently
consists of Messrs. Jackson (Chairperson), Curtis, Mullin, Thorndike,
Ms. Baxter and Dr. Kennan.
Communication, Service and Marketing Committee. This Committee examines
the quality, cost and levels of services provided to the shareholders of
the Putnam funds. The Committee also reviews communications sent from
the funds to their shareholders, including shareholder reports,
prospectuses, newsletters and other materials. In addition, the
Committee oversees marketing and sales communications of the funds'
distributor. The Committee currently consists of Messrs. Putnam
(Chairperson), Smith, Stephens, Thorndike and Dr. Joskow.
Contract Committee. The Contract Committee reviews and evaluates, at
least annually, all arrangements pertaining to (i) the engagement of
Putnam Management and its affiliates to provide services to the funds,
(ii) the expenditure of the funds' assets for distribution purposes
pursuant to the Distribution Plans of the funds, and (iii) the
engagement of other persons to provide material services to the funds,
including in particular those instances where the cost of services is
shared between the funds and Putnam Management and its affiliates or
where Putnam Management or its affiliates have a material interest. The
Committee recommends to the Trustees such changes in arrangements that
it deems appropriate. The Committee also reviews the conversion of Class
B shares into Class A shares of the open-end funds in accordance with
procedures approved by the Trustees. After review and evaluation, the
Committee recommends to the Trustees the proposed organization of new
Fund products, and proposed structural changes to existing funds. Its
oversight of the closed-end funds includes (i) investment performance,
(ii) trading activity, (iii) determinations with respect to sunroof
provisions, (iv) disclosure practices, and (v) the use of leverage. The
Committee consists only of Trustees who are not "interested persons" of
your fund or Putnam Management. The Committee currently consists of Ms.
Baxter (Chairperson) and Messrs. Curtis, Jackson, Mullin and Patterson.
Distributions Committee. This Committee oversees all Fund distributions
and approves the amount and timing of distributions paid by all the
funds to the shareholders when the Trustees are not in session. The
Committee also meets regularly with representatives of Putnam
Investments to review distribution levels and the funds' distribution
policies. The Committee currently consists of Messrs. Patterson
(Chairperson), Jackson, Thorndike and Dr. Joskow.
Executive Committee. The functions of the Executive Committee are
twofold. The first is to ensure that the funds' business may be
conducted at times when it is not feasible to convene a meeting of the
Trustees or for the Trustees to act by written consent. The Committee
may exercise any or all of the power and authority of the Trustees when
the Trustees are not in session. The second is to establish annual and
ongoing goals, objectives and priorities for the Board of Trustees and
to insure coordination of all efforts between the Trustees and Putnam
Investments on behalf of the shareholders of the Putnam funds. The
Committee currently consists of Messrs. Hill (Chairman), Jackson,
Putnam, Thorndike, Ms. Baxter and Dr. Joskow.
Investment Oversight Committees. These Committees regularly meet with
investment personnel of Putnam Management to review the investment
performance and strategies of the Putnam funds in light of their stated
investment objectives and policies. Investment Oversight Committee A
currently consists of Messrs. Curtis (Chairperson), Hill, and Lasser and
Dr. Kennan. Investment Oversight Committee B currently consists of Dr.
Joskow (Chairperson), Ms. Baxter and Mr. Putnam. Investment Committee C
currently consists of Messrs. Mullin (Chairperson), Jackson and Smith.
Investment Oversight Committee D currently consists of Messrs. Patterson
(Chairperson), Stephens and Thorndike.
The Investment Company Act of 1940 requires that your fund have a
minimum proportion of trustees who are not affiliated in any way with
your fund's investment manager, principal underwriter from time to time
or any broker-dealer. These independent trustees must vote separately to
approve all financial arrangements and other agreements with your fund's
investment manager and other affiliated parties. The role of independent
trustees has been characterized as that of a "watchdog" charged with
oversight to protect shareholders' interests against overreaching and
abuse by those who are in a position to control or influence a fund. The
Trustees of your fund believe that independent trustees should represent
at least two-thirds of the members of the board. Your fund's independent
trustees meet regularly as a group in executive session.
* How large a stake do the Trustees have in the Putnam family of funds?
The Trustees believe each Trustee should have a significant investment
in the Putnam funds. The Trustees allocate their investments among the
Putnam funds based on their own investment needs. The table below shows
the number of shares beneficially owned by each Trustee and the value of
each Trustee's holdings in each fund and in all of the Putnam funds as
of February 28, 2003.
Putnam Master Intermediate Income Trust
Aggregate dollar
range of shares
held in all of the
Dollar Putnam Funds
Number of range of overseen by
Name of Trustee shares owned shares owned Trustee (101)
----------------------------------------------------------------------------------
Jameson A. Baxter 407 $1-$10,000 over $100,000
----------------------------------------------------------------------------------
Charles B. Curtis 108 $1-$10,000 over $100,000
----------------------------------------------------------------------------------
John A. Hill 196 $1-$10,000 over $100,000
----------------------------------------------------------------------------------
Ronald J. Jackson 391 $1-$10,000 over $100,000
----------------------------------------------------------------------------------
Paul L. Joskow 100 $1-$10,000 over $100,000
----------------------------------------------------------------------------------
Elizabeth T. Kennan 410 $1-$10,000 over $100,000
----------------------------------------------------------------------------------
John H. Mullin, III 100 $1-$10,000 over $100,000
----------------------------------------------------------------------------------
Robert E. Patterson 587 $1-$10,000 over $100,000
----------------------------------------------------------------------------------
W. Thomas Stephens 100 $1-$10,000 over $100,000
----------------------------------------------------------------------------------
W. Nicholas Thorndike 514 $1-$10,000 over $100,000
----------------------------------------------------------------------------------
Lawrence J. Lasser 196 $1-$10,000 over $100,000
----------------------------------------------------------------------------------
George Putnam, III 978 $1-$10,000 over $100,000
----------------------------------------------------------------------------------
A.J.C. Smith 391 $1-$10,000 over $100,000
----------------------------------------------------------------------------------
Putnam Premier Income Trust
Aggregate dollar
range of shares
held in all of the
Dollar Putnam Funds
Number of range of overseen by
Name of Trustee shares owned shares owned Trustee (101)
----------------------------------------------------------------------------------
Jameson A. Baxter 215 $1-$10,000 over $100,000
----------------------------------------------------------------------------------
Charles B. Curtis 108 $1-$10,000 over $100,000
----------------------------------------------------------------------------------
John A. Hill 100 $1-$10,000 over $100,000
----------------------------------------------------------------------------------
Ronald J. Jackson 200 $1-$10,000 over $100,000
----------------------------------------------------------------------------------
Paul L. Joskow 100 $1-$10,000 over $100,000
----------------------------------------------------------------------------------
Elizabeth T. Kennan 212 $1-$10,000 over $100,000
----------------------------------------------------------------------------------
John H. Mullin, III 100 $1-$10,000 over $100,000
----------------------------------------------------------------------------------
Robert E. Patterson 500 $1-$10,000 over $100,000
----------------------------------------------------------------------------------
W. Thomas Stephens 100 $1-$10,000 over $100,000
----------------------------------------------------------------------------------
W. Nicholas Thorndike 269 $1-$10,000 over $100,000
----------------------------------------------------------------------------------
Lawrence J. Lasser 100 $1-$10,000 over $100,000
----------------------------------------------------------------------------------
George Putnam, III 500 $1-$10,000 over $100,000
----------------------------------------------------------------------------------
A.J.C. Smith 200 $1-$10,000 over $100,000
----------------------------------------------------------------------------------
At February 28, 2003, the Trustees and officers of Putnam Master
Intermediate Income Trust and Putnam Premier Income Trust as a group
owned less than 1% of the outstanding shares of each fund on that date.
* 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 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;
* by reviewing brokerage costs and fees, allocations among brokers, soft
dollar expenditures and similar expenses of each fund;
* 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
* 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. Each Trustee generally
attends at least two formal committee meetings during each regular
meeting of the Trustees. During 2002, 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 the Executive Committee, may also meet on special occasions as
the need arises. The number of times each committee met during your
fund's last fiscal year is shown in the table below:
Putnam Master Intermediate Income Trust
Fiscal year ended September 30, 2002
---------------------------------------------------------
Audit and Pricing Committee* 11
---------------------------------------------------------
Board Policy and Nominating Committee** 5
---------------------------------------------------------
Brokerage and Custody Committee 5
---------------------------------------------------------
Communication, Service and Marketing Committee 7
---------------------------------------------------------
Contract Committee 12
---------------------------------------------------------
Distributions Committee 1
---------------------------------------------------------
Executive Committee 2
---------------------------------------------------------
Investment Oversight Committee 11
---------------------------------------------------------
Putnam Premier Income Trust
Fiscal year ended July 31, 2002
---------------------------------------------------------
Audit and Pricing Committee* 11
---------------------------------------------------------
Board Policy and Nominating Committee** 4
---------------------------------------------------------
Brokerage and Custody Committee 4
---------------------------------------------------------
Communication, Service and Marketing Committee 7
---------------------------------------------------------
Contract Committee 12
---------------------------------------------------------
Distributions Committee 3
---------------------------------------------------------
Executive Committee 2
---------------------------------------------------------
Investment Oversight Committee 10
---------------------------------------------------------
* Effective February 2002, the Pricing Committee's functions were
merged into the Audit and Pricing Committee. The number of meetings
shown represents the number of meetings held by the Audit Committee
during each fund's last fiscal year. The Pricing Committee met 2 times
prior to the combination.
** Effective March 2002, the Proxy Committee's functions were merged
into the Board Policy and Nominating Committee. The number of meetings
shown represents the number of meetings held by the Board Policy and
Nominating Committee during each fund's last fiscal year. The Proxy
Committee met 2 times prior to the combination.
* 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. Each Trustee of the fund receives an annual fee and an additional
fee for each Trustees' meeting attended. Trustees who are not interested
persons of Putnam Management and who serve on committees of the Trustees
receive additional fees for attendance at certain committee meetings and
for special services rendered in that connection. All of the Trustees
are Trustees of all the Putnam funds and each receives fees for his or
her services.
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 your
fund for its most recent fiscal year and the fees paid to each Trustee
by all of the Putnam funds during calendar year 2002:
Putnam Master Intermediate Income Trust
Compensation Table
Estimated
Retirement annual Total
Aggregate benefits benefits from compensation
compensation accrued as all Putnam from all
from the part of fund funds upon Putnam
Trustees/Year fund (1) expenses retirement (2) funds (3)
-------------------------------------------------------------------------------------------
Jameson A. Baxter/1994 (4) $1,202 $299 $100,000 $216,750
-------------------------------------------------------------------------------------------
Charles B. Curtis/2001 1,153 130 100,000 206,250
-------------------------------------------------------------------------------------------
John A. Hill/1985 (4)(6) 2,077 415 200,000 388,250
-------------------------------------------------------------------------------------------
Ronald J. Jackson/1996 (4) 1,178 285 100,000 207,250
-------------------------------------------------------------------------------------------
Paul L. Joskow/1997 (4) 1,147 304 100,000 203,750
-------------------------------------------------------------------------------------------
Elizabeth T. Kennan/1992 1,127 399 100,000 204,250
-------------------------------------------------------------------------------------------
Lawrence J. Lasser/1992 (5) -- 178 92,500 --
-------------------------------------------------------------------------------------------
John H. Mullin, III/1997 (4) 1,164 457 100,000 210,000
-------------------------------------------------------------------------------------------
Robert E. Patterson/1984 1,178 209 100,000 211,000
-------------------------------------------------------------------------------------------
George Putnam, III/1984 (6) 1,419 185 125,000 253,000
-------------------------------------------------------------------------------------------
A.J.C. Smith/1986 (5) -- 404 91,833 --
-------------------------------------------------------------------------------------------
W. Thomas Stephens/1997 (4) 1,136 427 100,000 203,250
-------------------------------------------------------------------------------------------
W. Nicholas Thorndike/1992 1,145 530 100,000 204,500
-------------------------------------------------------------------------------------------
(1) Includes an annual retainer and an attendance fee for each
meeting attended.
(2) Assumes that each Trustee retires at the normal retirement date.
For Trustees who are not within three years of retirement, estimated
benefits for each Trustee are based on Trustee fee rates in effect
during calendar 2002.
(3) As of December 31, 2002, there were 101 funds in the Putnam
family. For Mr. Hill, amounts shown also include compensation for
service as a Trustee of TH Lee Putnam Emerging Opportunities Portfolio,
a closed-end fund advised by an affiliate of Putnam Management.
(4) Includes compensation deferred pursuant to a Trustee Compensation
Deferral Plan. The total amounts of deferred compensation payable by the
fund to Ms. Baxter, Mr. Hill, Mr. Jackson, Mr. Joskow, Mr. Mullin, and
Mr. Stephens as of September 30, 2002 were $2,817, $6,518, $4,454,
$2,580, $3,455, $888.
(5) Marsh & McLennan Companies, Inc., compensates Mr. Lasser and Mr.
Smith for their services as Trustees. The estimated annual retirement
benefits shown in this table for Messrs. Lasser and Smith reflect
benefits earned under the funds' retirement plan prior to July 1, 2000.
(6) Includes additional compensation to Messrs. Hill and Putnam for
services as Chairman of the Trustees and President of the Funds,
respectively.
Putnam Premier Income Trust
Compensation Table
Estimated
Retirement annual Total
Aggregate benefits benefits from compensation
compensation accrued as all Putnam from all
from the part of fund funds upon Putnam
Trustees/Year fund (1) expenses retirement (2) funds (3)
-------------------------------------------------------------------------------------------
Jameson A. Baxter/1994 (4) $1,265 $310 $100,000 $216,750
-------------------------------------------------------------------------------------------
Charles B. Curtis/2001 1,213 107 100,000 206,250
-------------------------------------------------------------------------------------------
John A. Hill/1985 (4)(6) 2,187 455 200,000 388,250
-------------------------------------------------------------------------------------------
Ronald J. Jackson/1996 (4) 1,239 295 100,000 207,250
-------------------------------------------------------------------------------------------
Paul L. Joskow/1997 (4) 1,207 304 100,000 203,750
-------------------------------------------------------------------------------------------
Elizabeth T. Kennan/1992 1,187 423 100,000 204,250
-------------------------------------------------------------------------------------------
Lawrence J. Lasser/1992 (5) -- 187 92,500 --
-------------------------------------------------------------------------------------------
John H. Mullin, III/1997 (4) 1,225 456 100,000 210,000
-------------------------------------------------------------------------------------------
Robert E. Patterson/1984 1,239 218 100,000 211,000
-------------------------------------------------------------------------------------------
George Putnam, III/1984 (6) 1,494 200 125,000 253,000
-------------------------------------------------------------------------------------------
A.J.C. Smith/1986 (5) -- 423 91,833 --
-------------------------------------------------------------------------------------------
W. Thomas Stephens/1997 (4) 1,196 427 100,000 203,250
-------------------------------------------------------------------------------------------
W. Nicholas Thorndike/1992 1,204 568 100,000 204,500
-------------------------------------------------------------------------------------------
(1) Includes an annual retainer and an attendance fee for each
meeting attended.
(2) Assumes that each Trustee retires at the normal retirement date.
For Trustees who are not within three years of retirement, estimated
benefits for each Trustee are based on Trustee fee rates in effect
during calendar 2002.
(3) As of December 31, 2002, there were 101 funds in the Putnam
family. For Mr. Hill, amounts shown also include compensation for
service as a Trustee of TH Lee Putnam Emerging Opportunities Portfolio,
a closed-end fund advised by an affiliate of Putnam Management.
(4) Includes compensation deferred pursuant to a Trustee Compensation
Deferral Plan. The total amounts of deferred compensation payable by the
fund to Ms. Baxter, Mr. Hill, Mr. Jackson, Mr. Joskow, Mr. Mullin, and
Mr. Stephens as of July 31, 2002 were $4,202, $9,722, $6,644, $3,848,
$5,154, $1,324.
(5) Marsh & McLennan Companies, Inc., compensates Mr. Lasser and Mr.
Smith for their services as Trustees. The estimated annual retirement
benefits shown in this table for Messrs. Lasser and Smith reflect
benefits earned under the funds' retirement plan prior to July 1, 2000.
(6) Includes additional compensation to Messrs. Hill and Putnam for
services as Chairman of the Trustees and President of the Funds,
respectively.
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 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. A death benefit, also available under the Plan,
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.
Further information about voting and the meeting
Quorum and methods of tabulation. The shareholders of each fund vote
separately with respect to the proposal. In the case of each fund, a
majority of the shares entitled to vote constitutes a quorum, for the
transaction of business with respect to any proposal at the meeting (unless
otherwise noted in the proxy statement). 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 a proposal for purposes of determining whether sufficient
affirmative votes have been cast. 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. With
respect to the election of Trustees, 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 matters other than those set
forth herein to be brought before the meeting. If, however, any other
matters properly come before the meeting, it is the Trustees' intention
that proxies will be voted on such matters in accordance with the
judgment of the persons named 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 arrange to have a proxy
solicitation firm, D.F. King & Co., Inc., call you to record your voting
instructions by telephone. If you wish to speak to a D.F. King & Co.,
Inc. representative, call 1-800-735-3428. The procedures for voting
proxies by telephone are 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 Management 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 the 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 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 "control" number that appears
on your proxy card. To use the Internet, please access the Internet
address listed on your proxy card. 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
electronic 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. Your fund has retained at its own expense D.F. King & Co.,
Inc., 48 Wall Street, New York, NY 10005, to aid in the solicitation
instructions for nominee accounts, for a fee not to exceed $2,500 plus
reasonable out-of-pocket expenses for mailing and phone costs. Your fund
has also retained Material Information Services, 60 Research Road,
Hingham, MA 02043-4393, to aid in the solicitation of instructions for
registered accounts for a fee not to exceed $5,000 plus reasonable
out-of-pocket expenses. The expenses of the preparation of the proxy
statements and related materials, including printing and delivery costs,
are borne by each fund.
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 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.
The Board Policy and Nominating Committee will consider nominees
recommended by shareholders of each fund to serve as Trustees, provided
that shareholders submit their recommendations by the date set forth
below. 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.
Shareholders who wish to propose one or more nominees for election as
Trustees, or to make a proposal fixing the number of Trustees, at the
June 2003 annual meeting must provide written notice to the fund
(including all required information) so that such notice is received in
good order by the fund no earlier than March 14, 2003 and no later than
April 14, 2003. It is currently anticipated that your fund's next annual
meeting of shareholders will be held in June 2004. Shareholder proposals
to be included in the proxy statement for that meeting must be received
by your fund before December 10, 2003. Shareholders who wish to make a
proposal at the June 2004 annual meeting--other than one that will be
included in the fund's proxy materials--should notify the fund no later
than February 22, 2004.
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. 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 entitled to vote in favor of the
proposals. They will vote against any such adjournment those proxies
required to be voted against the 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, LLC, the fund's
investment manager, is a subsidiary of Putnam Management Trust, which is
in turn owned by Putnam Investments. Putnam Investments is a
wholly-owned subsidiary of Putnam Investments Trust, 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. Putnam Fiduciary Trust Company, the fund's
investor servicing agent and custodian is also a subsidiary of Putnam
Investments. The address of Putnam Investments Trust, Putnam
Investments, Putnam Investment Management, LLC, and Putnam Fiduciary
Trust Company is One Post Office Square, Boston, Massachusetts 02109.
The address of the executive offices of Marsh & McLennan Companies, Inc.
is 1166 Avenue of the Americas, New York, New York 10036.
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.
Independent Auditors. KPMG LLP, 99 High Street, Boston, Massachusetts
02110, independent accountants, has been selected by the Trustees as the
independent auditors of your fund for the current fiscal year. The Audit
and Pricing Committee of the Board of Trustees unanimously approved the
selection of KPMG LLP in July 2000 for Putnam Master Intermediate Income
Trust and July 1999 for Putnam Premier Income Trust, and the Trustees
unanimously approved such selection in July 2000 for Putnam Master
Intermediate Income Trust and July 1999 for Putnam Premier Income Trust.
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. A representative of the independent
auditors is expected to be present at the meeting to make statements and
to respond to appropriate questions.
The following table sets forth the aggregate fees billed for
professional services rendered by your fund's principal accountant for
the fund's most recent fiscal year:
Audit Fees Financial Information All
for All Systems Design and Other
Audit Fees Putnam Funds Implementation Fees Fees
-----------------------------------------------------------------------------
Putnam Master
Intermediate
Income Trust $32,100 $1,007,900 $0 $6,800
-----------------------------------------------------------------------------
Putnam Premier
Income Trust $29,500 $1,063,800 $0 $6,800
-----------------------------------------------------------------------------
The fees disclosed in the table above under the caption "Audit Fees" are
the aggregate fees billed for professional services rendered for the
audit of your fund's annual financial statements for the most recent
fiscal year. The fees disclosed under the caption "Audit Fees for All
Putnam Funds" are the aggregate fees billed for professional services
rendered for the audits of all Putnam funds for which your fund's
independent accountants served as auditors for each such fund's most
recent fiscal year ending on or before your fund's most recent fiscal
year end. The fees disclosed under the captions "Financial Information
Systems Design and Implementation Fees" and "All Other Fees" include
fees billed for services, if any, rendered for your fund's most recent
fiscal year to your fund, to Putnam Management, the fund's investment
manager, and to any entity controlling, controlled by or under common
control with Putnam Management that provides services to the fund. The
amounts disclosed in "All Other Fees" are entirely related to providing
tax compliance assistance for the respective fund and other assurance
services.
The Audit and Pricing Committee of the Board of Trustees is responsible
for making recommendations to the Trustees as to the selection of your
fund's auditors. (Additional information about the Audit and Pricing
Committee is included under "Election of Trustees.") The Audit and
Pricing Committee has established a policy, in addition to other
practices and requirements relating to the selection of the fund's
auditors, that all non-audit services proposed to be performed by your
fund's principal accountants for the fund, Putnam Management and certain
related parties be considered and approved by the Audit and Pricing
Committee or by an authorized representative of the committee in advance
of the provision of such services. This pre-clearance policy calls for
the consideration, among other things, of whether the provision of the
proposed services would be compatible with maintaining the independence
of your fund's principal accountants. The provision of services covered
in the table above under "Financial Information Systems Design and
Implementation Fees" and "All Other Fees" was approved in accordance
with such pre-clearance policy.
The Audit and Pricing Committee of your fund has submitted the following
report:
The Audit and Pricing Committee has reviewed and discussed with
management of your fund the audited financial statements for the last
fiscal year. The Audit and Pricing Committee has discussed with your
fund's independent auditors the matters required to be discussed by
Statements on Auditing Standard No. 61 (SAS 61). SAS 61 requires
independent auditors to communicate to the Audit and Pricing Committee
matters including, if applicable: (1) methods used to account for
significant unusual transactions; (2) the effect of significant
accounting policies in controversial or emerging areas for which there
is a lack of authoritative guidance or consensus; (3) the process used
by management in formulating particularly sensitive accounting estimates
and the basis for the auditor's conclusions regarding the reasonableness
of those estimates and (4) disagreements with management over the
application of accounting principles and certain other matters. The
Audit and Pricing Committee has received the written disclosures and the
letter from your fund's independent accountants required by the SEC's
Independence Standards (among other things, requiring auditors to make
written disclosures to and discuss with the Audit and Pricing Committee
various matters relating to the auditor's independence), and has
discussed with such accountants the independence of such accountants.
Based on the foregoing review and discussions, the Audit and Pricing
Committee recommended to the Trustees that the audited financial
statements for the last fiscal year be included in your fund's annual
report to shareholders for the last fiscal year.
Paul L. Joskow (Chairperson)
Elizabeth T. Kennan
W. Nicholas Thorndike
W. Thomas Stephens
Officers and other information. All of the officers of your fund, with
the exception of George Putnam, III, 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 Investments Trust and
indirectly of Putnam LLC, Messrs. Putnam, Lasser and Smith (nominees for
Trustees of your fund), as well as the officers of your fund, will
benefit from the management fees, underwriting commissions, custodian
fees, and investor servicing fees paid or allowed by the fund. In
addition to George Putnam, III and Lawrence J. Lasser, the other
officers of each fund are as follows:
Putnam Master Intermediate Income Trust
Year first
Name (birthdate) elected Business experience
Office with the fund to office during past 5 years
-------------------------------------------------------------------------------------
Charles E. Porter (7/26/38) 1989 Managing Director,
Executive Vice President, Putnam Investments
Treasurer and Principal and Putnam Management
Financial Officer
-------------------------------------------------------------------------------------
Patricia C. Flaherty (12/1/46) 1993 Senior Vice President,
Senior Vice President Putnam Investments
and Putnam Management
-------------------------------------------------------------------------------------
Karnig H. Durgarian (1/13/56) 2002 Senior Managing Director,
Vice President and Principal Putnam Investments
Executive Officer
-------------------------------------------------------------------------------------
Steven D. Krichmar (6/27/58) 2002 Managing Director,
Vice President and Principal Putnam Investments. Prior
Financial Officer to July 2001, Partner,
PricewaterhouseCoopers, LLP
-------------------------------------------------------------------------------------
Michael T. Healy (1/24/58) 2000 Managing Director,
Assistant Treasurer and Putnam Investments
Principal Accounting Officer
-------------------------------------------------------------------------------------
Brett C. Browchuk (2/27/63) 1994 Managing Director,
Vice President Putnam Investments
and Putnam Management
-------------------------------------------------------------------------------------
Charles E. Haldeman Jr. (10/29/48) 2002 Senior Managing Director,
Vice President Putnam Investments and
Putnam Management. Prior
to October 2002, Chief
Executive Officer, Lincoln
National Investment Companies.
Prior to January 2000,
President and Chief Operating
Officer, United Asset
Management.
-------------------------------------------------------------------------------------
Richard G. Leibovitch (10/31/63) 1999 Managing Director,
Vice President Putnam Investments and Putnam
Management. Prior to February
1999, Managing Director,
J.P. Morgan
-------------------------------------------------------------------------------------
Beth S. Mazor (4/6/58) 2002 Senior Vice President,
Vice President Putnam Investments
-------------------------------------------------------------------------------------
Richard A. Monaghan* (8/25/54) 1998 Senior Managing Director,
Vice President Putnam Investments and Putnam
Retail Management. Prior to
November 1998, Managing
Director, Merrill Lynch
-------------------------------------------------------------------------------------
Stephen M. Oristaglio (8/21/55) 1998 Senior Managing Director,
Vice President Putnam Investments and Putnam
Management. Prior to July 1998,
Managing Director,
Swiss Bank Corp.
-------------------------------------------------------------------------------------
Gordon H. Silver (7/3/47) 1990 Senior Managing Director,
Vice President Putnam Investments, Putnam
Management and Putnam
Retail Management
-------------------------------------------------------------------------------------
Mark C. Trenchard (6/5/62) 2002 Senior Vice President,
Vice President and Putnam Investments BSA
Compliance Officer
-------------------------------------------------------------------------------------
Judith Cohen (6/7/45) 1993 Clerk and Assistant
Clerk and Assistant Treasurer Treasurer, The Putnam Funds
-------------------------------------------------------------------------------------
Kevin M. Cronin (6/13/61) 2000 Managing Director,
Vice President Putnam Management
-------------------------------------------------------------------------------------
* President of Putnam Retail Management
Putnam Premier Income Trust
Year first
Name (birthdate) elected Business experience
Office with the fund to office during past 5 years
-------------------------------------------------------------------------------------
Charles E. Porter (7/26/38) 1989 Managing Director,
Executive Vice President, Putnam Investments
Treasurer and Principal and Putnam Management
Financial Officer
-------------------------------------------------------------------------------------
Patricia C. Flaherty (12/1/46) 1993 Senior Vice President,
Senior Vice President Putnam Investments
and Putnam Management
-------------------------------------------------------------------------------------
Karnig H. Durgarian (1/13/56) 2002 Senior Managing Director,
Vice President and Principal Putnam Investments
Executive Officer
-------------------------------------------------------------------------------------
Steven D. Krichmar (6/27/58) 2002 Managing Director,
Vice President and Principal Putnam Investments. Prior
Financial Officer to July 2001, Partner,
PricewaterhouseCoopers, LLP
-------------------------------------------------------------------------------------
Michael T. Healy (1/24/58) 2000 Managing Director,
Assistant Treasurer and Putnam Investments
Principal Accounting Officer
-------------------------------------------------------------------------------------
Brett C. Browchuk (2/27/63) 1994 Managing Director,
Vice President Putnam Investments and
Putnam Management
-------------------------------------------------------------------------------------
Charles E. Haldeman Jr. (10/29/48) 2002 Senior Managing Director,
Vice President Putnam Investments and Putnam
Management. Prior to October
2002, Chief Executive Officer,
Lincoln National Investment
Companies. Prior to January
2000, President and Chief
Operating Officer, United
Asset Management.
-------------------------------------------------------------------------------------
Richard G. Leibovitch (10/31/63) 1999 Managing Director,
Vice President Putnam Investments and Putnam
Management. Prior to February
1999, Managing Director,
J.P. Morgan
-------------------------------------------------------------------------------------
Beth S. Mazor (4/6/58) 2002 Senior Vice President,
Vice President Putnam Investments
-------------------------------------------------------------------------------------
Richard A. Monaghan* (8/25/54) 1998 Senior Managing Director,
Vice President Putnam Investments and Putnam
Retail Management. Prior to
November 1998, Managing
Director, Merrill Lynch
-------------------------------------------------------------------------------------
Stephen M. Oristaglio (8/21/55) 1998 Senior Managing Director,
Vice President Putnam Investments and Putnam
Management. Prior to July 1998,
Managing Director, Swiss
Bank Corp.
-------------------------------------------------------------------------------------
Gordon H. Silver (7/3/47) 1990 Senior Managing Director,
Vice President Putnam Investments, Putnam
Management and Putnam Retail
Management
-------------------------------------------------------------------------------------
Mark C. Trenchard (6/5/62) 2002 Senior Vice President,
Vice President and Putnam Investments BSA
Compliance Officer
-------------------------------------------------------------------------------------
Judith Cohen (6/7/45) 1993 Clerk and Assistant
Clerk and Assistant Treasurer Treasurer, The Putnam Funds
-------------------------------------------------------------------------------------
Kevin M. Cronin (6/13/61) 2000 Managing Director,
Vice President Putnam Management
-------------------------------------------------------------------------------------
* President of Putnam Retail Management
Shares outstanding of your fund as of February 28, 2003
Common shares
Putnam Master Intermediate Income Trust 100,313,082.805 shares
Putnam Premier Income Trust 141,131,548.187 shares
----------------------------------------------------------------------
5% beneficial ownership:
Putnam Master Intermediate Income Trust None
Putnam Premier Income Trust None
----------------------------------------------------------------------
This page intentionally left blank.
PUTNAM INVESTMENTS
The Putnam Funds
One Post Office Square
Boston, Massachusetts 02109
Toll-free 1-800-225-1581 201627 2/03
PUTNAM INVESTMENTS
P.O. BOX 9132
HINGHAM, MA 02043-9132
Your vote is important. For your convenience, you may record your voting
instructions via the Internet or by returning this proxy card by mail.
1 INTERNET
Go to https://www.proxyweb.com/Putnam
* Enter the 14-digit control number printed on your proxy card.
* Follow the instructions on the site.
* There is no need for you to return your proxy card.
2 MAIL
Mail in the proxy card attached below.
* Please sign and date your proxy card.
* Detach the card from this proxy form.
* Return the card in the postage-paid envelope provided.
PLEASE FOLD AT PERFORATION BEFORE DETACHING
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 enclosed envelope
provided. Your vote is important.
Proxy for a meeting of shareholders to be held on June 12, 2003, for
PUTNAM MASTER INTERMEDIATE INCOME TRUST.
This proxy is solicited on behalf of the Trustees of the Fund.
The undersigned shareholder hereby appoints John A. Hill, Robert E.
Patterson and W. Nicholas Thorndike, and each of them separately,
Proxies, with power of substitution, and hereby authorizes them to
represent such shareholder and to vote, as designated on the reverse
side, at the meeting of shareholders of Putnam Master Intermediate
Income Trust on June 12, 2003 at 11:00 a.m., Boston time, and at any
adjournments thereof, all of the shares of the fund that the undersigned
shareholder would be entitled to vote if personally present.
PLEASE BE SURE TO SIGN AND DATE THIS PROXY.
-------------------------------------------
Shareholder/Co-owner sign(s) here
Date
Please sign your name exactly as it appears on this card. If your 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.
Master Int Inc
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 card
in the enclosed envelope.
Name
-------------------------------------------------------------
Street
-----------------------------------------------------------
City
-------------------------------------------------------------
State
------------------------------------------------------------
Zip
--------------------------------------------------------------
Telephone
--------------------------------------------------------
Do you have any comments?
------------------------------------------------------------------------
------------------------------------------------------------------------
------------------------------------------------------------------------
PLEASE FOLD AT PERFORATION BEFORE DETACHING
DEAR SHAREHOLDER:
Your vote is important. Please help us to eliminate the expense of
follow-up mailings by recording your voting instructions via the Internet
or by signing and returning this proxy card. A postage-paid envelope is
enclosed for your convenience.
Thank you!
If you complete and sign the proxy, we'll vote it 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 any adjournments of the meeting. If
you simply sign the proxy, or fail to provide your voting instructions, the
Proxies will vote in the same manner as the Trustees recommend.
Please vote by filling in the appropriate box below.
THE TRUSTEES RECOMMEND A VOTE FOR FIXING THE NUMBER OF TRUSTEES AND
ELECTING ALL OF THE NOMINEES:
1. Proposal to fix the number of Trustees and elect all nominees.
The nominees for Trustees are: J.A. Baxter, C.B. Curtis, J.A. Hill,
R.J. Jackson, P. L. Joskow, E. T. Kennan, L.J. Lasser, J.H. Mullin, III,
R.E. Patterson, G. Putnam, III, A.J.C. Smith, W.T. Stephens and
W.N. Thorndike.
FOR WITHHOLD
fixing the number of authority to vote for
Trustees as proposed all nominees
and electing
all the nominees
(except as marked
to the contrary at left)
----------------------------------------------------------------------------
To withhold authority to vote for one or more of the nominees, write the
name of the nominee(s) above.
Note: If you have questions on the proposal, please call 1-800-225-1581.
Master Int Inc
PUTNAM INVESTMENTS
P.O. BOX 9132
HINGHAM, MA 02043-9132
Your vote is important. For your convenience, you may record your voting
instructions via the internet or by returning this proxy card by mail.
1 INTERNET
Go to https://www.proxyweb.com/Putnam
* Enter the 14-digit control number printed on your proxy card.
* Follow the instructions on the site.
* There is no need for you to return your proxy card.
2 MAIL
Mail in the proxy card attached below.
* Please sign and date your proxy card.
* Detach the card from this proxy form.
* Return the card in the postage-paid envelope provided.
PLEASE FOLD AT PERFORATION BEFORE DETACHING
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 enclosed envelope
provided. Your vote is important.
Proxy for a meeting of shareholders to be held on June 12, 2003, for
PUTNAM PREMIER INCOME TRUST.
This proxy is solicited on behalf of the Trustees of the Fund.
The undersigned shareholder hereby appoints John A. Hill, Robert E.
Patterson and W. Nicholas Thorndike, and each of them separately,
Proxies, with power of substitution, and hereby authorizes them to
represent such shareholder and to vote, as designated on the reverse
side, at the meeting of shareholders of Putnam Premier Income Trust on
June 12, 2003 at 11:00 a.m., Boston time, and at any adjournments
thereof, all of the shares of the fund that the undersigned shareholder
would be entitled to vote if personally present.
PLEASE BE SURE TO SIGN AND DATE THIS PROXY.
-------------------------------------------
Shareholder/Co-owner sign(s) here
Date
Please sign your name exactly as it appears on this card. If your 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.
Premier Inc
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 card
in the enclosed envelope.
Name
-------------------------------------------------------------
Street
-----------------------------------------------------------
City
-------------------------------------------------------------
State
------------------------------------------------------------
Zip
--------------------------------------------------------------
Telephone
--------------------------------------------------------
Do you have any comments?
------------------------------------------------------------------------
------------------------------------------------------------------------
------------------------------------------------------------------------
PLEASE FOLD AT PERFORATION BEFORE DETACHING
DEAR SHAREHOLDER:
Your vote is important. Please help us to eliminate the expense of
follow-up mailings by recording your voting instructions via the Internet
or by signing and returning this proxy card. A postage-paid envelope is
enclosed for your convenience.
Thank you!
If you complete and sign the proxy, we'll vote it 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 any adjournments of the meeting. If
you simply sign the proxy, or fail to provide your voting instructions, the
Proxies will vote in the same manner as the Trustees recommend.
Please vote by filling in the appropriate box below.
FOR WITHHOLD
fixing the number of authority to vote for
Trustees as proposed all nominees
and electing
all the nominees
(except as marked
to the contrary at left)
THE TRUSTEES RECOMMEND A VOTE FOR FIXING THE NUMBER OF TRUSTEES AND
ELECTING ALL OF THE NOMINEES:
1. Proposal to fix the number of Trustees and elect all nominees.
The nominees for Trustees are: J.A. Baxter, C.B. Curtis, J.A. Hill,
R.J. Jackson, P. L. Joskow, E. T. Kennan, L.J. Lasser, J.H. Mullin, III,
R.E. Patterson, G. Putnam, III, A.J.C. Smith, W.T. Stephens and
W.N. Thorndike.
----------------------------------------------------------------------------
To withhold authority to vote for one or more of the nominees, write
the name of the nominee(s) above.
Note: If you have questions on the proposal, please call 1-800-225-1581.
Premier Inc