SCHEDULE 14A INFORMATION | |||
PROXY STATEMENT PURSUANT TO SECTION 14(a) | |||
OF THE SECURITIES EXCHANGE ACT OF 1934 | |||
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/ / Preliminary Proxy Statement | |||
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/ X / Definitive Proxy Statement | |||
/ / Definitive Additional Materials | |||
/ / Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12 | |||
PUTNAM ASSET ALLOCATION: BALANCED PORTFOLIO | |||
PUTNAM ASSET ALLOCATION: CONSERVATIVE PORTFOLIO and | |||
PUTNAM ASSET ALLOCATION: GROWTH PORTFOLIO, each a series of | |||
Putnam Asset Allocations Funds | |||
PUTNAM VT GLOBAL ASSET ALLOCATION FUND, a series of Putnam | |||
Variable Trust | |||
PUTNAM INCOME STRATEGIES FUND, a series of Putnam Funds Trust | |||
(Name of Registrant as Specified In Its Charter) | |||
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Proxy statement
March 24, 2008
A Message from the Chairman
Dear Fellow Shareholder:
I am writing to ask for your vote on an important matter affecting your investment in the Putnam funds. While you are, of course, welcome to join us at your funds meeting, most shareholders cast their vote by filling out and signing the enclosed proxy card(s), by calling or by voting via the Internet. We are asking for your vote on the following matter:
► Approving an amendment to your funds fundamental investment restriction with respect to investments in commodities.
Federal law requires registered investment companies like your fund to have fundamental investment restrictions governing certain of its investment practices, including investments in commodities. Fundamental investment restrictions can be changed only by a shareholder vote. Your funds Trustees recommend that you vote in favor of approving an amendment to your funds fundamental investment restriction with respect to investments in commodities to permit your fund to invest in commodity-linked investments, such as commodity-linked notes with respect to individual indices or commodities and commodity-based exchange-traded funds or notes (ETFs or ETNs), to the extent consistent with your funds investment objectives and policies. The amended fundamental investment restriction would increase your funds investment flexibility, which could assist your fund in achieving its investment objective.
________________
Please vote promptly. 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 these important matters. You can vote by returning your proxy ballots in the envelope provided, you can call our toll-free number, or visit the web site address indicated on the ballot. If you have questions about this proposal, please call a Putnam customer services representative at 1-866-615-7869 or contact your financial representative.
Sincerely yours,
John A. Hill, Chairman
The proxy statement
Putnam Asset Allocation: Balanced Portfolio
Putnam Asset Allocation: Conservative Portfolio and
Putnam Asset Allocation: Growth Portfolio, each a series of
Putnam Asset Allocation Funds
Putnam Income Strategies Fund, a series of Putnam Funds Trust
Putnam VT Global Asset Allocation Fund, a series of
Putnam Variable Trust
This proxy statement can help you decide how you want to vote on important issues relating to your Putnam fund. When you complete and sign your proxy ballot, the Trustees of the funds will vote on your behalf exactly as you have indicated. If you simply sign the proxy ballot, it will be voted in accordance with the Trustees recommendations on page 3 of the proxy statement.
Please take a few moments and decide how you want to vote. When shareholders dont return their proxies in sufficient numbers, follow-up solicitations are required, which cost your fund money.
You can vote by returning your proxy ballots in the envelope provided. Or you can call our toll-free number, or go to the Internet. See your proxy ballot for the phone number and Internet address. If you have proxy related questions, please call 1-866-615-7869 or contact your financial representative.
Table of contents
Notice of a Special Meeting | |
of Shareholders | 1 |
Trustees Recommendation | 3 |
The Proposal | 4 |
Further Information About Voting | |
and the Special Meeting | 7 |
Fund Information | 14 |
PROXY CARD(S) ENCLOSED
If you have any questions, please contact us at 1-866-615-7869 or call your financial representative.
Notice of a Special Meeting of Shareholders
To the Shareholders of:
PUTNAM ASSET ALLOCATION: BALANCED PORTFOLIO
PUTNAM ASSET ALLOCATION:
CONSERVATIVE PORTFOLIO and
PUTNAM ASSET ALLOCATION: GROWTH PORTFOLIO,
each a series of Putnam Asset Allocation Funds
PUTNAM INCOME STRATEGIES FUND, a series of
Putnam Funds Trust
PUTNAM VT GLOBAL ASSET ALLOCATION FUND,
a series of Putnam Variable Trust
► This is the formal agenda for your funds shareholder meeting. It tells you what proposals will be voted on and the time and place of the meeting, in the event you attend in person.
A Special Meeting of Shareholders of your fund will be held on May 22, 2008 at 11:00 a.m., Boston time, at the principal offices of the fund on the 12th floor of One Post Office Square, Boston, Massachusetts 02109, to consider the following:
Approving an amendment to your funds fundamental investment restriction with respect to investments in commodities.
By Judith Cohen, Clerk, on behalf of the Trustees of Putnam Asset Allocation Funds, Putnam Funds Trust and Putnam Variable Trust:
John A. Hill, Chairman
Jameson A. Baxter, Vice Chairman
Charles E. Haldeman, Jr., President
Charles B. Curtis
Robert J. Darretta
Myra R. Drucker
Paul L. Joskow
Elizabeth T. Kennan
Kenneth R. Leibler
Robert E. Patterson
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George Putnam, III
Richard B. Worley
We urge you to mark, sign, date, and mail the enclosed proxy in the postage-paid envelope provided or to record your voting instructions by telephone or via the Internet so that you will be represented at the meeting.
March 24, 2008
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Proxy Statement
This document gives you the information you need to vote on the proposal. 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 dont understand, please contact us at our toll-free number, 1-866-615-7869, or call your financial representative.
When you complete and sign your proxy ballot, the Trustees of the funds will vote on your behalf exactly as you have indicated. If you simply sign the proxy ballot, it will be voted in accordance with the Trustees recommendation on page 3 of the proxy statement.
► Who is asking for your vote?
Your vote is being solicited by the Trustees of Putnam Asset Allocation Funds, Putnam Variable Trust and Putnam Funds Trust for use at the Special Meeting of Shareholders of Putnam Asset Allocation: Balanced Portfolio, Putnam Asset Allocation: Conservative Portfolio, Putnam Asset Allocation: Growth Portfolio, Putnam VT Global Asset Allocation Fund and Putnam Income Strategies Fund to be held on May 22, 2008 and, if your funds meeting is adjourned, at any later meetings, for the purposes stated in the Notice of a Special Meeting of Shareholders (see page 1). The Notice of a Special Meeting of Shareholders, the proxy card and this Proxy Statement are being mailed on or about March 24, 2008.
► How do your funds Trustees recommend that shareholders vote on this proposal?
The Trustees recommend that you vote FOR approving an amendment to your funds fundamental investment restriction with respect to investments in commodities.
► Who is eligible to vote?
Shareholders of record at the close of business on February 25, 2008 (the Record Date) 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 your duly executed proxy will be voted in accordance with your instructions. If you sign the proxy card but dont fill in a vote, your shares will be voted in accordance with the Trustees recommendation. If any other business is brought before your funds meeting, your shares will be voted at the discretion of the persons designated on the proxy card.
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The Proposal
AMENDING YOUR FUNDS FUNDAMENTAL INVESTMENT RESTRICTION WITH RESPECT TO INVESTMENTS IN COMMODITIES
► What is this proposal?
Background. The Investment Company Act of 1940, as amended (the 1940 Act) requires registered investment companies like the funds to have fundamental investment restrictions governing certain of their investment practices. Fundamental investment restrictions can be changed only by a shareholder vote. Under the 1940 Act, a funds investment policy relating to the purchase and sale of commodities must be fundamental. Commodities include physical commodities, such as agricultural products, metals and oil. Under the federal securities and commodities laws, certain financial instruments, such as futures contracts and related options, may also be considered commodities. The funds current fundamental investment restriction with respect to commodities states that each fund may not:
Purchase or sell commodities or commodity contracts, except that the fund may purchase and sell financial futures contracts and options and may enter into foreign exchange contracts and other financial transactions not involving physical commodities.
Since the adoption of your funds current restriction, the financial markets have evolved and new types of financial instruments have become available as potential investment opportunities. In addition, the Internal Revenue Service (the IRS) has recently issued guidance clarifying its position with regard to investments in commodity-linked investments. Specifically, the IRS has indicated that while a regulated investment company, as defined under the Internal Revenue Code of 1986, as amended (the Code), is limited in its ability to invest in certain commodity-linked investments, it is permitted to invest in certain commodity-linked notes without jeopardizing its status as a regulated investment company under the Code. Although your funds current restriction expressly permits investments in financial instruments that could be deemed to be commodities under the federal securities and commodities laws, it could be read to prohibit a fund
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from investing in financial instruments whose values are determined by reference to physical commodities, but which do not involve the delivery of physical commodities to or by the fund. Accordingly, the Trustees are recommending that each funds fundamental investment restriction with respect to investments in commodities be revised to increase each funds investment flexibility by permitting each fund to invest in financial instruments representing interests in commodities, or the values of which are determined by reference to commodities, but which do not involve the delivery of physical commodities to or by the fund. The restriction as proposed to be amended would state that each fund may not:
Purchase or sell physical commodities unless acquired as a result of ownership of securities or other instruments. This restriction shall not prevent the fund from purchasing or selling financial instruments representing interests in commodities (or the values of which are determined by reference to commodities), but which do not involve the delivery of physical commodities to or by the fund, or from entering into financial futures contracts, options, foreign exchange contracts and other financial transactions.
► What effect will amending the current commodities restriction have on the funds?
Under the proposed fundamental investment restriction, each fund will be able to engage in a variety of transactions involving the use of commodity-linked investments, including commodity ETFs or ETNs and commodity-linked notes with respect to individual indices or commodities, to the extent consistent with each funds investment objectives and policies.
Putnam Investment Management, LLC (Putnam Management) believes that this investment flexibility could assist each fund in achieving its investment objective, both because commodity-linked investments may offer the opportunity for attractive investment returns and because economic exposure to another asset class through these investments may enhance the ability of the fund to diversify risks, particularly to the extent that the returns of commodities are not correlated with the returns of other asset classes in which the fund invests. Putnam Management currently expects that up to 10% of a funds total assets may be allocated to commodity-linked investments. Under the proposed fundamental investment restriction, as under the current fundamental investment restriction, the funds will not be permitted to
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engage in the direct purchase and sale of physical commodities. Each fund intends to limit its investment in commodity-linked investments to the extent necessary to qualify as a regulated investment company under the Code.
The values of commodity-linked notes and other commodity-linked investments will typically rise and fall in response to changes in the value of the underlying commodity or related index or investment, and may result in losses for the fund. The values of commodity-linked investments may be highly volatile, and may be subject to a wide variety of risks relevant to particular physical commodities (such as the risks of drought, floods, weather, livestock disease, embargoes, tariffs and international economic, political and regulatory developments) to which the markets for other securities are not typically subject. Commodity-linked investments may involve the risk of exposure to the effects of leverage, which could increase the funds market exposure and potential losses. Commodity-linked investments are subject to the risk that their prices may correlate with changes in the value of other investments in ways that Putnam Management did not anticipate. Commodity-linked investments are also subject to the risk that a counterparty will be unwilling or unable to meet its obligations to the funds. In addition, the fund may be unable to sell its commodity-linked investments when Putnam Management believes it is desirable to do so.
► What are the Trustees recommending?
The Trustees unanimously recommend that shareholders approve an amendment to your funds fundamental investment restriction with respect to investments in commodities.
► What is the voting requirement for approving the proposal?
Approval of the proposed amendment to your funds fundamental investment restriction requires the affirmative vote of the lesser of (a) more than 50% of the outstanding shares of the fund, or (b) 67% or more of the shares of the fund present (in person or by proxy) at the meeting if more than 50% of the outstanding shares of the fund are present at the meeting in person or by proxy.
Shareholders of each fund vote separately on the proposal. The outcome of a vote for one fund does not affect any other fund.
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Further Information About Voting and the Special Meeting
Quorum and Methods of Tabulation. Thirty percent of the shares entitled to vote constitutes a quorum for the transaction of business with respect to any proposal at the meeting. Shares of all classes of the fund vote together as a single class. Votes cast by proxy or in person at the meeting will be counted by persons appointed by your fund as tellers for the meeting. The tellers will count the total number of votes cast for approval of the proposal for purposes of determining whether sufficient affirmative votes have been cast. Shares represented by proxies that reflect abstentions and broker non-votes (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.
Abstentions and broker non-votes have the effect of a negative vote on the proposal. Treating broker non-votes as negative votes may result in a proposal not being approved, even though the votes cast in favor would have been sufficient to approve the proposal if some or all of the broker non-votes had been withheld. In certain circumstances in which the fund has received sufficient votes to approve a matter being recommended for approval by the funds Trustees, the fund may request that brokers and nominees, in their discretion, withhold submission of broker non-votes in order to avoid the need for solicitation of additional votes in favor of the proposal. The fund may also request that selected brokers and nominees, in their discretion, submit broker non-votes, if doing so is necessary to obtain a quorum.
Shareholders who object to any proposal in this Proxy Statement will not be entitled under Massachusetts law or the Agreement and Declaration of Trust of the particular Putnam fund to demand payment for, or an appraisal of, their shares.
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, proxies will be voted on such matters in accordance with the judgment of the persons named in the enclosed form of proxy.
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Simultaneous meetings. The meeting of shareholders of your fund is called to be held at the same time as the meeting of shareholders of certain 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 meeting, the persons named as proxies will vote in favor of such adjournment.
Information for all funds except Putnam VT Global Asset Allocation, which is a series of Putnam Variable Trust
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 call you to record your voting instructions by telephone. 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 to confirm certain identifying information. 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 or by automated telephone service. The giving of a proxy will not affect your right to vote in person should you decide to attend the meeting. To use the Internet, please access the Internet address listed on your proxy card and follow the instructions
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on the Internet site. To record your voting instructions via automated telephone service, call the toll-free number listed on your proxy card. The Internet and telephone 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 funds 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, including brokers and nominees.
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 by telephone or via the Internet, (iv) in the case of brokers and nominees, by submitting written instructions to your funds solicitation agent or the applicable record shareholder or (v) by attending the meeting and voting in person.
Information for Putnam VT Global Asset Allocation Fund, a series of Putnam Variable Trust
Voting process. With respect to Putnam VT Global Asset Allocation Fund only, as of the Record Date, certain insurance companies (each, an Insurance Company) were shareholders of record of the fund. Each Insurance Company will vote shares of the fund held by it in accordance with voting instructions received from variable annuity contract and variable life insurance policy owners (collectively, the Contract Owners) for whose accounts the shares are held. Accordingly, with respect to the fund, this proxy statement is also intended to be used by each Insurance Company in obtaining these voting instructions from Contract Owners. In the event that a Contract Owner gives no instructions, the relevant Insurance Company will vote the shares the fund attributable to the Contract Owner in the same proportion as shares of the fund for which it has received instructions. One effect of this system of proportional voting is that, if only a small number of Contract Owners provide voting instructions, this small
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number of Contract Owners may determine the outcome of a vote for the fund.
Solicitation of proxies. In addition to soliciting proxies and voting instructions by mail, the Trustees of your fund and employees of Putnam Management, Putnam Fiduciary Trust Company, Putnam Retail Management and the Insurance Companies may solicit voting instructions from Contract Owners in person or by telephone. Your fund may arrange to have a proxy solicitation firm call you to record your voting instructions by telephone. The procedures for solicitation of proxies and voting instructions by telephone are designed to authenticate Contract Owners identities, to allow them to authorize the voting of their units 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. Contract Owners would be called at the phone number Putnam Management has in its records for their accounts (or that Putnam Management obtains from the Insurance Companies), and would be asked to confirm certain identifying information. The Contract Owners would then be given an opportunity to give their instructions. To ensure that the Contract Owners 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.
Contract Owner Instructions. Each Contract Owner is entitled to instruct his or her insurance company as to how to vote its shares and can do so by marking voting instructions on the ballot enclosed with this proxy statement and then signing, dating and mailing the ballot in the envelope provided. If a ballot is not marked to indicate voting instructions, but is signed, dated and returned, it will be treated as an instruction to vote the shares in favor of the proposal. Each Insurance Company will vote the shares for which it receives timely voting instructions from Contract Owners in accordance with those instructions and will vote those shares for which it receives no timely voting instructions for and against approval of a proposal, and as an abstention, in the same proportion as the shares for which it receives voting instructions. Shares attributable to accounts retained by each Insurance Company
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will be voted in the same proportion as votes cast by Contract Owners. Accordingly, there are not expected to be any broker non-votes.
Contract Owners 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 or by automated telephone service. The giving of such voting instructions will not affect your right to vote in person should you decide to attend the meeting. To use the Internet, please access the Internet address listed on your proxy card, and follow the instructions on the Internet site. The Internet voting procedures are designed to authenticate Contract Owners identities, to allow Contract Owners to give their voting instructions and to confirm that their instructions have been recorded properly. Contract Owners 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 Contract Owners.
Your funds Trustees have adopted a general policy of maintaining confidentiality in the voting of proxies and the giving of voting instructions. Consistent with this policy, your fund may solicit proxies from Contract Owners who have not voted their shares or who have abstained from voting.
Revocation of instructions. Any Contract Owner giving instructions to an Insurance Company has the power to revoke such instructions by mail by providing superseding instructions. All properly executed instructions received in time for the meeting will be voted as specified in the instructions.
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 by telephone or via the Internet, or (iv) by attending the meeting and voting in person.
Information for all funds
Date for receipt of shareholders proposals for subsequent meetings of shareholders. Your fund does not regularly hold annual shareholder meetings, but may from time to time schedule special meetings. In addition, your fund has voluntarily undertaken to hold shareholder meetings at least every five years for the purpose of electing
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your funds Trustees; the last such meeting was held in 2004. In accordance with the regulations of the SEC, in order to be eligible for inclusion in the funds proxy statement for such a meeting, a shareholder proposal must be received a reasonable time before the fund prints and mails its proxy statement.
If a shareholder who wishes to present a proposal at a special shareholder meeting fails to notify the fund within a reasonable time before the fund mails its proxy statement, the persons named as proxies will have discretionary authority to vote on the shareholders 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 SECs proxy rules. All shareholder proposals must also comply with other requirements of the SECs rules and the funds Agreement and Declaration of Trust.
Expense of the Solicitation. 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 Broadridge Financial Solutions, 60 Research Road, Hingham, MA 02043, to aid in the solicitation of instructions for registered and nominee accounts, for a management fee not to exceed $2,000 plus out of pocket expenses per fund. The expenses of the preparation of proxy statements and related materials, including printing and delivery costs, are borne by your fund.
Adjournment. If sufficient votes in favor of the proposal set forth in the Notice of a Meeting of Shareholders are not received by the time scheduled for the meeting or if the quorum required for the proposal has not been met, 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 proposal 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.
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Duplicate mailings. As permitted by SEC rules, Putnams policy is to send a single copy of the proxy statement to shareholders who share the same last name and address, unless a shareholder previously has requested otherwise. Separate proxy ballots will be included with the proxy statement for each account registered at that address. If you would prefer to receive your own copy of the proxy statement, or any annual or semi-annual shareholder report, please contact Putnam Investor Services by phone at 1-800-225-1581 or by mail at P.O. Box 8383, Boston, Massachusetts 02266-8383.
Financial information. Your fund will furnish to you, upon request and without charge, a copy of the funds annual report for its most recent fiscal year, and a copy of its semiannual report for any subsequent semiannual period. You may direct such requests to Putnam Investor Services, P.O. Box 8383, Boston, Massachusetts 02266-8383 or 1-800-225-1581.
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Fund Information
Putnam Investments. Putnam Investment Management, LLC, your funds investment manager, is a wholly-owned indirect subsidiary of Putnam Investments, LLC (Putnam Investments). Putnam Investments is a holding company that, except for a minority stake owned by employees, is owned (through a series of wholly-owned subsidiaries) by Great-West Lifeco Inc., which is a financial services holding company with operations in Canada, the United States and Europe and is a member of the Power Financial Corporation group of companies. Power Financial Corporation, a global company with interests in the financial services industry, is a subsidiary of Power Corporation of Canada, a financial, industrial, and communications holding company, of which the Honorable Paul Desmarais, Sr., through a group of private holding companies which he controls, has voting control.
The address of each of Putnam Investments and Putnam Investment Management, LLC, is One Post Office Square, Boston, Massachusetts 02109. The address of the executive offices of Power Financial Corporation is 751 Victoria Square, Montreal, Quebec H2Y 2J3, Canada. Charles E. Haldeman, Jr. is the President and Chief Executive Officer of Putnam Investments. His address is One Post Office Square, Boston, MA 02109.
Putnam Retail Management. Putnam Retail Management Limited Partnership, the funds principal underwriter (PRM), is a subsidiary of Putnam Investments. Putnam Retail Management GP, Inc. is the general partner of PRM, and also owns a minority stake in PRM. Putnam Retail Management GP, Inc. is a wholly-owned indirect subsidiary of Putnam Investments. The address of PRM and Putnam Retail Management GP, Inc. is One Post Office Square, Boston, Massachusetts 02109.
Limitation of Trustee liability. Your funds Agreement and Declaration of Trust 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 by 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
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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.
Officers and other information. All of the officers of your fund are employees of Putnam Management or its affiliates or serve on the staff of the Office of the Trustees. Because of his position with Putnam Management or its affiliates, Mr. Haldeman, as well as the other 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 Mr. Haldeman, the other officers of your fund are as follows:
Year first | ||
Name (year of birth), | elected to | Business experience |
Office with the fund | office | during past 5 years |
| ||
Charles E. Porter (Born 1938)* | 1989 | Executive Vice President, |
Executive Vice President, Principal | Principal Executive Officer, | |
Executive Officer, Associate | Associate Treasurer and | |
Treasurer and Compliance Liaison | Compliance Liaison, | |
The Putnam Funds | ||
| ||
Jonathan S. Horwitz (Born 1955)* | 2004 | Senior Vice President and |
Senior Vice President and Treasurer | Treasurer, The Putnam | |
Funds. Prior to 2004, | ||
Mr. Horwitz was a | ||
Managing Director at | ||
Putnam Investments | ||
| ||
Steven D. Krichmar (Born 1958) | 2002 | Senior Managing Director, |
Vice President and Principal | Putnam Investments | |
Financial Officer | ||
| ||
Janet C. Smith (Born 1965) | 2006 | Managing Director, |
Vice President, Assistant Treasurer | Putnam Investments | |
and Principal Accounting Officer | ||
| ||
Susan G. Malloy (Born 1957) | 2007 | Managing Director, |
Vice President and Assistant Treasurer | Putnam Investments | |
| ||
Beth Mazor (Born 1958) | 2002 | Managing Director, |
Vice President | Putnam Investments | |
|
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Year first | ||
Name (year of birth), | elected to | Business experience |
Office with the fund | office | during past 5 years |
| ||
Robert R. Leveille (Born 1969) | 2007 | Managing Director, |
Vice President and Chief | Putnam Investments. | |
Compliance Officer | Prior to 2004, Mr. Leveille | |
was a member of Bell Boyd | ||
& Lloyd LLC, and prior to | ||
2003 he was Vice President | ||
and Senior Counsel of | ||
Liberty Funds Group LLC | ||
| ||
Mark C. Trenchard (Born 1962) | 2002 | Managing Director, |
Vice President and | Putnam Investments | |
BSA Compliance Officer | ||
| ||
Francis J. McNamara, III (Born 1955) | 2004 | Senior Managing Director, |
Vice President and Chief Legal Officer | Putnam Investments, | |
Putnam Management and | ||
Putnam Retail Management. | ||
Prior to 2004, Mr. | ||
McNamara was General | ||
Counsel of State Street | ||
Research & Management | ||
| ||
James P. Pappas (Born 1953) | 2004 | Managing Director, Putnam |
Vice President | Investments and Putnam | |
Management. During 2002, | ||
Mr. Pappas was Chief | ||
Operating Officer of | ||
Atalanta/Sosnoff | ||
Management Corporation | ||
| ||
Richard S. Robie III (Born 1960) | 2004 | Senior Managing Director, |
Vice President | Putnam Investments, | |
Putnam Management and | ||
Putnam Retail Management. | ||
Prior to 2003, Mr. Robie | ||
was Senior Vice President | ||
of United Asset | ||
Management Corporation | ||
| ||
Judith Cohen (Born 1945)* | 1993 | Vice President, Clerk and |
Vice President, Clerk and | Assistant Treasurer, The | |
Assistant Treasurer | Putnam Funds | |
| ||
Wanda M. McManus (Born 1947)* | 1993 | Vice President, Senior |
Vice President, Senior Associate | Associate Treasurer and | |
Treasurer and Assistant Clerk | Assistant Clerk, | |
The Putnam Funds | ||
|
16
Year first | ||
Name (year of birth), | elected to | Business experience |
Office with the fund | office | during past 5 years |
| ||
Nancy E. Florek (Born 1957)* | 2000 | Vice President, Assistant |
Vice President, Assistant Clerk, | Clerk, Assistant Treasurer | |
Assistant Treasurer and | and Proxy Manager, The | |
Proxy Manager | Putnam Funds | |
|
* Officers of the fund who are members of the Trustees independent administrative staff. Compensation for these individuals is fixed by the Trustees and reimbursed to Putnam Management.
Shares outstanding of your fund as of February 25, 2008
Putnam Asset Allocation: Balanced Portfolio | |
Class A shares | 124,416,711.61 shares |
Class B shares | 22,701,840.24 shares |
Class C shares | 13,000,895.98 shares |
Class M shares | 3,065,891.63 shares |
Class R shares | 427,898.12 shares |
Class Y shares | 21,532,343.70 shares |
| |
Putnam Asset Allocation: Conservative Portfolio | |
Class A shares | 53,479,397.05 shares |
Class B shares | 7,176,057.16 shares |
Class C shares | 6,069,165.27 shares |
Class M shares | 1,262,414.09 shares |
Class R shares | 136,295.94 shares |
Class Y shares | 50,537,695.68 shares |
| |
Putnam Asset Allocation: Growth Portfolio | |
Class A shares | 123,270,065.82 shares |
Class B shares | 27,009,759.38 shares |
Class C shares | 16,952,781.79 shares |
Class M shares | 3,693,362.73 shares |
Class R shares | 642,758.36 shares |
Class Y shares | 15,157,142.06 shares |
| |
Putnam Income Strategies Fund | |
Class A shares | 1,394,472.44 shares |
Class B shares | 159,800.81 shares |
Class C shares | 226,635.64 shares |
Class M shares | 15,375.62 shares |
Class R shares | 104.54 shares |
Class Y shares | 3,581,350.37 shares |
| |
Putnam VT Global Asset Allocation Fund | |
Class IA shares | 15,175,607.49 shares |
Class IB shares | 5,588,566.86 shares |
|
17
5% beneficial ownership:
As of January 31, 2008, to the knowledge of the funds, no person owned beneficially or of record 5% or more of any class of shares of each fund, except as follows:
Putnam Asset Allocation: Balanced Portfolio
Class | Shareholder name and address | Percentage owned |
| ||
A | Edward D. Jones & Co. | 12.55% |
201 Progress Parkway | ||
Maryland Heights, MO 63043-3003 | ||
| ||
B | Edward D. Jones & Co. | 5.78% |
201 Progress Parkway | ||
Maryland Heights, MO 63043-3003 | ||
| ||
C | Merrill, Lynch, Pierce, Fenner & Smith | 11.33% |
4800 Dear Lake Dr. East | ||
Jacksonville, FL 32246-6484 | ||
| ||
M | Edward D. Jones & Co. | 6.76% |
201 Progress Parkway | ||
Maryland Heights, MO 63043-3003 | ||
| ||
R | MG Trust Company as Agent for Hartwell | 5.36% |
Environmental / Frontier Trust Company TTEE | ||
PO Box 10699 | ||
Fargo, ND 58106-0699 | ||
| ||
R | MG Trust Company as Agent for Youngs | 5.26% |
Manufactured Homes Inc. | ||
700 17th St. STE 300 | ||
Denver, CO 80202-3531 | ||
| ||
Y* | IBEW Local 3 | 16.07% |
| ||
Y* | Cenveo Corporation 401(K) Plan | 14.07% |
| ||
Y* | Genlyte Thomas Group Retirement | |
Savings and Investment Plan | 13.81% | |
| ||
Y** | Local Union No. 126 Retirement Plan | 10.28% |
| ||
Y* | Arch Coal, Inc. Employee Thrift Plan | 6.16% |
| ||
Y* | Ironworkers St. Louis District Council | |
Annuity Trust Fund | 5.28% | |
|
* The address for the name listed is: c/o Mercer Trust Company, as trustee or agent, Investors Way, Norwood, MA 02062.
** The address for the name listed is: c/o Putnam Fiduciary Trust Company, as trustee or agent, One Post Office Square, Boston, MA 02109.
18
Putnam Asset Allocation: Conservative Portfolio
Class | Shareholder name and address | Percentage owned |
| ||
A | Edward D. Jones & Co. | 7.27% |
201 Progress Parkway | ||
Maryland Heights, MO 63043-3003 | ||
| ||
A* | Mercer Trust Company | 6.28% |
| ||
C | Merrill, Lynch, Pierce, Fenner & Smith | 9.84% |
4800 Dear Lake Dr. East | ||
Jacksonville, FL 32246-6484 | ||
| ||
C | Citigroup Global Markets Inc. | 6.20% |
333 West 34th Street, 3rd floor | ||
New York, NY 10001 | ||
| ||
C | Edward D. Jones & Co. | 5.33% |
201 Progress Parkway | ||
Maryland Heights, MO 63043-3003 | ||
| ||
M | National City Bank | 18.23% |
PO Box 94984 | ||
Cleveland, OH 44101-4984 | ||
| ||
M | Edward D. Jones & Co. | 6.03% |
201 Progress Parkway | ||
Maryland Heights, MO 63043-3003 | ||
| ||
R | MG Trust Company / Midnight Ceilings Inc. | 12.45% |
700 17th St. STE 300 | ||
Denver, CO 80202-3531 | ||
| ||
R | MG Trust Company / Southern Cross Aviation LLC | 6.98% |
700 17th St. STE 300 | ||
Denver, CO 80202-3531 | ||
| ||
R | MG Trust Company as Custodian for | 5.62% |
Telecommunications Asset Management | ||
700 17th St. STE 300 | ||
Denver, CO 80202-3531 | ||
| ||
R | MG Trust Company as Agent for Hartwell | 5.41% |
Environmental / Frontier Trust Company TTEE | ||
700 17th St. STE 300 | ||
Denver, CO 80202-3531 | ||
| ||
Y* | Building Service Local 32B-J Supplemental | 83.28% |
Retirement Savings Plan | ||
|
* The address for the name listed is: c/o Mercer Trust Company, as trustee or agent, Investors Way, Norwood, MA 02062.
19
Putnam Asset Allocation: Growth Portfolio
Class | Shareholder name and address | Percentage owned |
| ||
A | Edward D. Jones & Co. | 13.93% |
201 Progress Parkway | ||
Maryland Heights, MO 63043-3003 | ||
| ||
B | Edward D. Jones & Co. | 5.45% |
201 Progress Parkway | ||
Maryland Heights, MO 63043-3003 | ||
| ||
C | Merrill, Lynch, Pierce, Fenner & Smith | 15.71% |
4800 Dear Lake Dr. East | ||
Jacksonville, FL 32246-6484 | ||
| ||
C | Citigroup Global Markets Inc. | 9.05% |
333 West 34th Street, 3rd floor | ||
New York, NY 10001 | ||
| ||
M | Edward D. Jones & Co. | 5.86% |
201 Progress Parkway | ||
Maryland Heights, MO 63043-3003 | ||
| ||
R | MG Trust Company / Dutch Heating | 10.10% |
and Air Conditioning | ||
700 17th St. STE 300 | ||
Denver, CO 80202-3531 | ||
| ||
Y* | IBEW Local 3 | 32.57% |
| ||
Y** | Putnam Investments Profit Sharing Plan | 13.22% |
| ||
Y* | Cenveo Corporation 401(K) Plan | 12.89% |
| ||
Y* | Ironworkers St. Louis District Council | |
Annuity Trust Fund | 10.99% | |
| ||
Y** | Local Union No. 126 Retirement Plan | 7.68% |
| ||
Y* | Putnam Investments | 5.24% |
|
* The address for the name listed is: c/o Mercer Trust Company, as trustee or agent, Investors Way, Norwood, MA 02062.
** The address for the name listed is: c/o Putnam Fiduciary Trust Company, as trustee or agent, One Post Office Square, Boston, MA 02109.
20
Putnam Income Strategies Fund
Class | Shareholder name and address | Percentage owned |
| ||
A | Putnam Investments LLC | 27.57% |
One Post Office Square | ||
Boston, MA 02109 | ||
| ||
A | Edward D. Jones & Co. | 9.71% |
201 Progress Parkway | ||
Maryland Heights, MO 63043-3003 | ||
| ||
B | Edward D. Jones & Co. | 11.13% |
201 Progress Parkway | ||
Maryland Heights, MO 63043-3003 | ||
| ||
B | Pershing LLC | 6.44% |
P.O. Box 2052 | ||
Jersey City, NJ 07303-2052 | ||
| ||
C | Merrill, Lynch, Pierce, Fenner & Smith | 13.07% |
4800 Dear Lake Dr. East | ||
Jacksonville, FL 32246-6484 | ||
| ||
C | A G Edwards & Sons C/F Karen A. Tapovatz / | 8.13% |
Rollover IRA Account | ||
8480 Gateway Ct | ||
Englewood, FL 34224-7661 | ||
| ||
C | MS&CO FBO / Richard Higgs MD Ltd | |
Profit Sharing Plan | 5.27% | |
4826 Scale CT | ||
Las Cruces, NM 88011-9666 | ||
| ||
M | A G Edwards & Sons Inc. | 32.95% |
for Charlene Stubbs IRA Plan | ||
1912 Darnell St | ||
Libertyville, IL 60048-4331 | ||
| ||
M | Thomas A. Romes & Anne E. Romes | 21.06% |
615 Slingerland Dr. | ||
Schaumburg, IL 60193-2362 | ||
| ||
M | A G Edwards & Sons Inc. | 20.22% |
for William R. Hill IRA Plan | ||
475 Oak Dr. | ||
Portage, MI 49024-6853 | ||
| ||
M | Edward D. Jones & Co. | 15.36% |
201 Progress Parkway | ||
Maryland Heights, MO 63043-3003 | ||
| ||
M | Merrill, Lynch, Pierce, Fenner & Smith | 6.93% |
4800 Dear Lake Dr. East | ||
Jacksonville, FL 32246-6484 | ||
|
21
Putnam Income Strategies Fund (cont.)
Class | Shareholder name and address | Percentage owned |
| ||
R | Putnam Investments LLC | 100.00% |
One Post Office Square | ||
Boston, MA 02109 | ||
| ||
Y* | Putnam Investments | 73.11% |
| ||
Y** | Putnam Investments Profit Sharing Plan | 21.08% |
|
* The address for the name listed is: c/o Mercer Trust Company, as trustee or agent, Investors Way, Norwood, MA 02062.
** The address for the name listed is: c/o Putnam Fiduciary Trust Company, as trustee or agent, One Post Office Square, Boston, MA 02109.
22
Putnam VT Global Asset Allocation Fund
Class | Shareholder name and address | Percentage owned |
| ||
IA | Hartford Life | 98.28% |
200 Hopmeadow St. #A3E | ||
Weatogue, CT 06089-9793 | ||
| ||
IB | Allstate Life Insurance Co. | 50.94% |
3100 Sanders Rd | ||
Northbrook, IL 60062-7154 | ||
| ||
IB | Hartford Life / Capital Access | 39.78% |
200 Hopmeadow St. #A3E | ||
Weatogue, CT 06089-9793 | ||
| ||
IB | Allstate Life of NY | 9.28% |
3100 Sanders Rd | ||
Northbrook, IL 60062-7154 | ||
|
23
Security ownership. The following table sets forth for each Trustee, and for the Trustees and officers as a group, the amount of equity securities owned in each of the named funds as of February 25, 2008. Where the number of shares beneficially owned exceeds 1% of the class owned, the percentage is included in parentheses below.
Shares | Shares | Shares | Shares | Shares | Shares | |
Beneficially | Beneficially | Beneficially | Beneficially | Beneficially | Beneficially | |
Owned | Owned | Owned | Owned | Owned | Owned | |
| ||||||
Putnam | Putnam Asset | Putnam Asset | Putnam Asset | Putnam VT | Putnam VT | |
Income | Allocation: | Allocation: | Allocation: | Global Asset | Global Asset | |
Strategies | Balanced | Conservative | Growth | Allocation | Allocation | |
Fund | Portfolio | Portfolio | Portfolio | Fund | Fund | |
Trustees | (Class A shares) | (Class A shares) | (Class A shares) | (Class A shares) | (Class IA shares) | (Class IB Shares) |
| ||||||
Jameson A. Baxter | 5,432.941 | 13,823.653 | 1,270.157 | 22,347.061 | | |
| ||||||
Charles B. Curtis | 111.270 | 119.437 | 14,102.332 | 12,494.414 | | |
| ||||||
Robert J. Darretta | 102.907 | 101.067 | 101.932 | 102.279 | | |
| ||||||
Myra R. Drucker | 110.944 | 105.625 | 110.574 | 3,987.128 | | |
| ||||||
Charles E. Haldeman, Jr. | 213.551 | 1,546.604 | 555,429.647 | 1,067.215 | | |
(1.04%) | ||||||
| ||||||
John A. Hill | 26,394.073 | 361,421.527 | 115,785.626 | 462.818 | | |
(1.89%) | ||||||
| ||||||
Paul L. Joskow | 528.880 | 12,246.503 | 256.884 | 343.821 | 35.979 | |
| ||||||
Elizabeth T. Kennan | 109.167 | 355.545 | 357.754 | 2,302.091 | | |
| ||||||
Kenneth R. Leibler | 106.624 | 102.267 | 104.184 | 102.651 | | |
| ||||||
Robert E. Patterson | 1,060.624 | 1,191.613 | 1,275.894 | 2,292.702 | | |
| ||||||
George Putnam, III | 3,173.276 | 3,007.317 | 4,691.415 | 26,171.033 | | 36.482 |
| ||||||
W. Thomas Stephens | 111.270 | 44,143.167 | 5,227.738 | 104.690 | | |
| ||||||
Richard B. Worley | 104.631 | 105.625 | 110.574 | 104.690 | | |
| ||||||
Trustees and Officers | 37,560.157 | 438,269.950 | 698,824.711 | 72,240.540 | | |
as a group | (2.69%) | (1.31%) | ||||
|
24 | 25 |
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26
The Putnam Funds | ||
One Post Office Square | ||
Boston, Massachusetts 02109 | ||
Toll-free 1-800-225-1581 | 250523 3/08 |
To vote by mail | To vote by telephone | To vote on the web |
Read the proxy statement. | Read the proxy statement and | Read the proxy statement and have the |
have the proxy ballot at hand. | proxy ballot at hand. | |
Check the appropriate boxes | Call 1-866-221-0697. | |
on the reverse side. | Go to | |
Follow the automated | https://www.proxyweb.com/Putnam | |
Sign and date the proxy ballot. | telephone directions. | |
Follow the instructions on the site. | ||
Return the proxy ballot in the | There is no need for you to | There is no need for you to return your |
envelope provided. | return your proxy ballot. | proxy ballot. |
[PORTFOLIO/FUND NAME]
By signing below, you as a Putnam fund shareholder, appoint Trustees John A. Hill and Robert E. Patterson, and each of them separately, with power of substitution to each, to be your proxies. You are empowering them to vote your Putnam fund shares on your behalf at the meeting of the shareholders of the referenced fund. The meeting will take place on May 22, 2008 at 11 a.m. Boston time, and may be adjourned to later times or dates. Your vote is being solicited on behalf of the Trustees. When you complete and sign the proxy ballot, the Trustees will vote exactly as you have indicated on the other side of this card. If you simply sign the proxy ballot, or dont vote on a specific proposal, your shares will be automatically voted as the Trustees recommend. The Trustees are also authorized to vote at their discretion on any other matter that arises at the meeting or any adjournment of the meeting.
Sign your name exactly as it appears on this card. If you own shares jointly, each | |
owner should sign. When signing as executor, administrator, attorney, trustee, | |
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 | |
signers office. If you are a partner, sign in the partnership name. |
Proposals | Please vote by filling in the appropriate boxes below. | |||
| ||||
Please vote by filling in the appropriate box below. If you do not mark one or more proposals, your Proxy will be voted as the Trustees | ||||
recommend. | ||||
PLEASE MARK VOTES AS IN THIS EXAMPLE: ■ | ||||
□ To vote on the Proposal as the Trustees recommend, mark this box. | (No other vote is necessary.) | |||
THE TRUSTEES RECOMMEND A VOTE FOR THIS PROPOSAL. | ||||
1. Approving an amendment to your funds fundamental investment restriction with respect | FOR | AGAINST | ABSTAIN | |
to investments in commodities, as described in the proxy statement. | □ | □ | □ |
If you have any questions on the proposals, please call 1-800-225-1581 | Please sign and date the other side of this card. |
To vote by telephone | To vote on the Web | To vote by mail |
Read the proxy statement and have | ||
the voting instruction card at | Read the proxy statement and | Read the proxy statement. |
hand. | have the voting instruction card at | Check the appropriate boxes |
hand. | on the reverse side. | |
Call 1-888-221-0697. | ||
Follow the automated | Go to http://www.proxyweb.com | Sign and date the card. |
telephone directions. | Follow the instructions on the | Return the voting instruction |
site . | card in the postage-paid | |
There is no need for you to return | envelope provided. | |
your voting instruction card. | There is no need for you to return | |
your voting instruction card. |
VOTING INSTRUCTION CARD |
FOR MEETING OF SHAREHOLDERS |
MAY 22, 2008 - 11:00 A.M. EASTERN TIME |
The undersigned hereby instructs the above-referenced Insurance Company to vote at the Special Meeting of Shareholders on May 22, 2008, at 11:00 a.m., Boston Time, and at any adjournments thereof, all shares of the Fund attributable to his or her contract or interest therein as directed on the reverse side of this Voting Instruction Card. Your vote is being solicited on behalf of the Trustees. IF THIS VOTING INSTRUCTION CARD IS SIGNED AND RETURNED WITH NO CHOICES INDICATED, YOUR SHARES WILL BE VOTED FOR THE PROPOSAL.
If you fail to return this Voting Instruction Card, the Insurance Company will vote all shares attributable to your account value in proportion to all voting instructions for the Fund actually received from contract owners in the Separate Account.
PLEASE VOTE, DATE AND SIGN, AND PROMPTLY | |||
RETURN THIS VOTING INSTRUCTION CARD IN | |||
THE ENCLOSED ENVELOPE PROVIDED. | |||
Dated: _______________________________________ |
Please place an X in the appropriate box using black or blue ink or | ||||
Proposal | number 2 pencil. Please do not use a fine point pen. | |||
| ||||
Please vote by filling in the appropriate box below. If you do not mark the proposal, your Proxy will be voted as the Trustees recommend. | ||||
THE TRUSTEES RECOMMEND A VOTE FOR THIS PROPOSAL. | ||||
FOR | AGAINST | ABSTAIN | ||
1. Approving an amendment to your funds fundamental investment restriction with respect to | 0 | 0 | 0 | |
investments in commodities, as described in the proxy statement. | ||||
If you have any questions on the proposal, please call 1-866-615-7869. | Please sign and date the other side of this card. | |||
Putnam VIC - (sc) |