PUTNAM HIGH INCOME CONVERTIBLE AND BOND FUND
PUTNAM MASTER INTERMEDIATE INCOME TRUST
PUTNAM PREMIER INCOME TRUST
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
Filed by the Registrant / X /
Filed by a party other than the Registrant
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e) (2))
/ / Definitive Proxy Statement
/ x / Definitive Additional Materials
/ / Soliciting Material Pursuant to Sec. 240.14a-11(c) or
Sec. 240.14a-12
PUTNAM HIGH INCOME CONVERTIBLE AND BOND FUND
PUTNAM MASTER INTERMEDIATE INCOME TRUST
PUTNAM PREMIER INCOME TRUST
(Name of Person(s) Filing Proxy Statement,
if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
/ X / No fee required
/ / Fee computed on table below per Exchange Act Rule 14a 6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule
and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
www.proxyweb.com/Putnam
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Putnam Investments
Internet Proxy Voting Service
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Instructions:
To vote on all proposals as the trustees recommend
1. Please enter the control number from your proxy card:
2. Check here to vote on all proposals as the trustees recommend.
3. Click on the VOTE button below.
"VOTE button"
or
To vote on each proposal separately
1. Please enter the control number from your proxy card:
2. Click on the VOTE button below.
"VOTE button"
Your vote is important.
This proxy is solicited on behalf of Trustees of the Fund.
PUTNAM INVESTMENTS (Putnam logo)
Internet Voting Instruction Card
Putnam High Income Convertible and Bond Fund
If you fail to provide your instructions on a proposal, the Proxies will vote
FOR fixing the number of Trustees as set forth in Proposal 1 and against
Prosposal 2. In their discretion, the Proxies will also be authorized to vote
upon such other matters that may properly come before the meeting.
THE TRUSTEES RECOMMEND A VOTE FOR FIXING THE NUMBER OF TRUSTEES AND ELECTING
ALL OF THE NOMINEES FOR TRUSTEES:
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Proposal 1. Proposal to fix the number of Trustees / / FOR fixing the number of
as proposed and elect all nominees. Trustees as proposed and
electing all the nominees
The nominees for Trustees are: / / WITHHOLD authority to vote
J.A. Baxter (01) for all nominees
J.A. Hill (02) / / To WITHHOLD authority to
R.J. Jackson (03) vote for one or more of
P.L. Joskow (04) the nominee(s), enter
E.T. Kennan (05) the name(s) of the
L.J. Lasser (06) nominee(s), below:
J.H. Mullin, III (07) ---------------------------
R.E. Patterson (08)
G. Putnam, III (09)
A.J.C. Smith (10)
W.T. Stephens (11)
W.N. Thorndike (12)
THE TRUSTEES RECOMMEND A VOTE AGAINST PROPOSAL 2:
Proposal 2. Proposal to convert your fund from / / FOR / / AGAINST / /ABSTAIN
closed-end to open-end status and authorize
certain related amendments to the Agreement and
Declaration of Trust.
If you submit your voting instructions on this site, we'll vote exactly as
you tell us. If you fail to provide your voting instructions on a proposal,
the Proxies will vote FOR fixing the number of Trustees and electing all of
the nominees for Trustees as set forth in Proposal 1 and against Proposal 2.
In their discretion, the Proxies will also be authorized to vote upon such
matters that may properly come before the meeting.
To receive email confirmation, enter your email address here:
Press this button to SUBMIT your voting instructions.
Please review your selections carefully before submitting your voting
instructions.
If you have questions about any of the proposals, please call
1-800-225-1581.
If you submit your voting instructions more than once for the same
proposal, only your most recently received voting instructions will be
considered valid. For this purpose, the voting instructions with the most
recent date will be considered the most recently received. The proxy
tabulator, in its sole discretion, will resolve any discrepancies in voting
instructions.
PUTNAM INVESTMENTS (Putnam logo)
Internet Voting Instruction Card
Putnam High Income Convertible and Bond Fund
Thank you! Your vote has been submitted.
THE TRUSTEES RECOMMEND A VOTE FOR FIXING THE NUMBER OF TRUSTEES AND ELECTING
ALL OF THE NOMINEES FOR TRUSTEES:
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Proposal 1. Proposal to fix the number of Trustees / / FOR fixing the number of
and elect all nominees. trustees as proposed and
electing all the nominees
The nominees for Trustees are: / / WITHHOLD authority to vote
J.A. Baxter (01) for all nominees
J.A. Hill (02) / / To WITHHOLD authority to
R.J. Jackson (03) vote for one or more of
P.L. Joskow (04) the nominee(s), enter
E.T. Kennan (05) the name(s) of the
L.J. Lasser (06) nominee(s), below:
J.H. Mullin, III (07) ---------------------------
R.E. Patterson (08)
G. Putnam, III (09)
A.J.C. Smith (10)
W.T. Stephens (11)
W.N. Thorndike (12)
If you submit your voting instructions on this site, we'll vote exactly as
you tell us. If you fail to provide your voting instructions on a proposal,
the Proxies will vote FOR fixing the number of Trustees and electing all of
the nominees for Trustees as set forth in Proposal 1. In their discretion,
the Proxies will also be authorized to vote upon such matters that may
properly come before the meeting.
No email confirmation has been sent.
"Change Vote" "Exit Internet Proxy Voting Service" "Vote Another Proxy"
PUTNAM INVESTMENTS (Putnam logo)
Internet Voting Instruction Card
Putnam Master Intermediate Income Trust
If you fail to provide your instructions on a proposal, the Proxies will vote
for fixing the number of Trustees as set forth in Proposal 1 and against
Proposal 2. In their discretion, the Proxies will also be authorized to vote
upon such other matters that may properly come before the meeting.
THE TRUSTEES RECOMMEND A VOTE FOR FIXING THE NUMBER OF TRUSTEES AND ELECTING
ALL OF THE NOMINEES FOR TRUSTEES:
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Proposal 1. Proposal to fix the number of Trustees / / FOR fixing the number of
as proposed and elect all nominees. Trustees as proposed and
electing all the nominees
The nominees for Trustees are: / / WITHHOLD authority to vote
J.A. Baxter (01) for all nominees
J.A. Hill (02) / / To WITHHOLD authority to
R.J. Jackson (03) vote for one or more of
P.L. Joskow (04) the nominee(s), enter
E.T. Kennan (05) the name(s) of the
L.J. Lasser (06) nominee(s), below:
J.H. Mullin, III (07) -------------------------
R.E. Patterson (08)
G. Putnam, III (09)
A.J.C. Smith (10)
W.T. Stephens (11)
W.N. Thorndike (12)
THE TRUSTEES RECOMMEND A VOTE AGAINST PROPOSAL 2:
Proposal 2. Proposal to convert your fund from / / FOR / / AGAINST / /ABSTAIN
closed-end to open-end status and authorize
certain related amendments to the Agreement and
Declaration of Trust.
If you submit your voting instructions on this site, we'll vote exactly as you
tell us. If you fail to provide your voting instructions on a proposal, the
Proxies will vote for fixing the number of Trustees and electing all of the
nominees for Trustees as set forth in Proposal 1 and against Proposal 2. In
their discretion, the Proxies will also be authorized to vote upon such matters
that may properly come before the meeting.
To receive email confirmation, enter your email address here:
Press this button to SUBMIT your voting instructions.
Please review your selections carefully before submitting your voting
instructions.
If you have questions about any of the proposals, please call
1-800-225-1581.
If you submit your voting instructions more than once for the same
proposal, only your most recently received voting instructions will be
considered valid. For this purpose, the voting instructions with the most
recent date will be considered the most recently received. The proxy
tabulator, in its sole discretion, will resolve any discrepancies in voting
instructions.
PUTNAM INVESTMENTS (Putnam logo)
Internet Voting Instruction Card
Putnam Master Intermediate Income Trust
Thank you! Your vote has been submitted.
THE TRUSTEES RECOMMEND A VOTE FOR FIXING THE NUMBER OF TRUSTEES
AND ELECTING ALL OF THE NOMINEES FOR TRUSTEES:
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Proposal 1. Proposal to fix the number of Trustees FOR fixing the number of
and elect all nominees. Trustees as proposed and
electing all the nominees
The nominees for Trustees are:
J.A. Baxter (01)
J.A. Hill (02)
R.J. Jackson (03)
P.L. Joskow (04)
E.T. Kennan (05)
L.J. Lasser (06)
J.H. Mullin, III (07)
R.E. Patterson (08)
G. Putnam, III (09)
A.J.C. Smith (10)
W.T. Stephens (11)
W.N. Thorndike (12)
THE TRUSTEES RECOMMEND A VOTE AGAINST PROPOSAL 2:
Proposal 2. Proposal to convert your fund from AGAINST
closed-end to open-end status and authorize
certain related amendments to the Agreement and
Declaration of Trust.
If you submit your voting instructions on this site, we'll vote exactly as you
tell us. If you fail to provide your voting instructions on a proposal, the
Proxies will vote for fixing the number of Trustees and electing all of the
nominees for Trustees as set forth in Proposal 1 and against Proposal 2. In
their discretion, the Proxies will also be authorized to vote upon such matters
that may properly come before the meeting.
No email confirmation has been sent.
"Change Vote" "Exit Internet Proxy Voting Service" "Vote Another Proxy"
PUTNAM INVESTMENTS (Putnam logo)
Internet Voting Instruction Card
Putnam Premier Income Trust
SHAREHOLDER LOGIN PROXY DIRECT-TM-
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You can now submit your proxy voting instructions online. To do so please
enter your Proxy Control Number in the area below. Your Internet Voting Control
Number is located on your proxy ballot and identified as CONTROL NUMBER or
INTERNET CONTROL NUMBER.
Enter Control Number here: ____-____-____-____ CONTINUE
Your browser must support JavaScript 1.1 or higher and be able to accept
cookies in order to continue. Click on HELP button at the top for more
information and navigation tips. If you are unable to vote your proxy using
this service because of technical difficulties, you should refer to your Proxy
Package for other voting options.
[VERISIGN SECURE SITE LOGO]
-C- 2001 PROXY DIRECT-TM- -- SERVICE OF ALAMO DIRECT MAIL SVCS, INC. ALL RIGHTS
RESERVED.
LEGAL STATEMENT PROXY DIRECT-TM-
BACK TO HOME CONTACT US SECURITY ?
[PUTNAM INVESTMENTS LOGO]
WELCOME TO THE PUTNAM PROXY VOTING SITE
YOUR INTERNET VOTE AUTHORIZES THE PROXIES LISTED ON YOUR PROXY CARD
TO VOTE YOUR SHARES AT THE MEETING OF THE SHAREHOLDERS OF YOUR FUND TO
BE HELD AT THE TIME AND PLACE AS SET FORTH ON YOUR PROXY CARD IN THE
SAME MANNER AS IF YOU MARKED, SIGNED, AND RETURNED YOUR PROXY CARD.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE
FOR PROPOSAL 1 AND AGAINST PROPOSAL 2
/X/ CLICK HERE TO ACKNOWLEDGE...
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PUTNAM PREMIER INCOME TRUST PROXY PROXY DIRECT-TM-
BACK TO HOME CONTACT US SECURITY LEGAL STATEMENT ?
[PUTNAM INVESTMENTS LOGO]
Below is the list of your holdings. Text next to each
holding's name indicates whether you wish to vote as the
[INFORMATION LOGO] Board recommends or to submit your individual instructions.
To change between BOARD RECOMMENDED and INDIVIDUAL
instructions click on the name of the holding, then
follow the additional instructions.
YOU MUST CLICK VOTE NOW! BUTTON TO COMPLETE YOUR SESSION
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LIST OF YOUR HOLDINGS VOTING INSTRUCTIONS
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Putnam Premier Income Trust -- as recommended by the Board
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Click on arrow to modify voting instructions
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[CROSS LOGO] HELP ME... [SOLID CIRCLE] ABORT [CUT CIRCLE] VOTE NOW!
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If you need help navigating the You can quit Internet voting at Once you have completed
site or experience problems any time, however, your voting selection of your voting
during your online session, this instructions set up during this instructions and are ready to
page may provide you with session will be disregarded submit them for processing click
answers the Vote Now! button
BACK TO HOME CONTACT US SECURITY -C- 2000 PROXY DIRECT-TM-
PUTNAM PREMIER INCOME TRUST PROXY PROXYDIRECT -TM-
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Back to Home Contact Us Security Legal Statement ?
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PUTNAM
INVESTMENTS
Shareholder: John P. Sample
Alamo Direct Mail Services, Inc.
23-10 Square Circle Lane
Someoldtown, TS 12345-6789
Account: ALAMO-TST01/ 435-XXXX-XXXX-123
Previous vote: None - Testing APPS/TR Setup
Putnam Premier Income Trust
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Applicable Campaign Proposal Mark All For Against Board
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1.01 Elect J.A. Baxter for Trustee /X/ For / /Withhold
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1.02 Elect J.A. Hill for Trustee /X/ For / /Withhold
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1.03 Elect R.J. Jackson for Trustee /X/ For / /Withhold
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1.04 Elect P.L. Joskow for Trustee /X/ For / /Withhold
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1.05 Elect E.T. Kennan for Trustee /X/ For / /Withhold
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1.06 Elect L.J. Lasser for Trustee /X/ For / /Withhold
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1.07 Elect J.H. Mullin, III for Trustee /X/ For / /Withhold
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1.08 Elect R.E. Patterson for Trustee /X/ For / /Withhold
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1.09 Elect G. Putnam, III for Trustee /X/ For / /Withhold
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1.10 Elect A.J.C. Smith for Trustee /X/ For / /Withhold
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1.11 Elect W.T. Stephens for Trustee /X/ For / /Withhold
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1.12 Elect W.N. Thorndike for Trustee /X/ For / /Withhold
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2.00 Proposal to convert your fund from / / For /X/Against / /Abstain
closed-end to open-end status and
authorize certain related amendments
to the Agreements and Declaration of
Trust
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Voting Instructions
Answers have been marked according to the Board's recommendation. Please
change responses as appropriate before submission. If you have questions
regarding any of the proposals, please call (800) 225-1581
/ / Cancel /X/ Continue
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PUTNAM PREMIER INCOME TRUST PROXY PROXY DIRECT-TM-
BACK TO HOME CONTACT US SECURITY ?
THANK YOU, YOUR VOTING INSTRUCTIONS HAVE BEEN SUBMITTED FOR PROCESSING.
IF NECESSARY, YOU CAN REVISIT INTERNET VOTING SITE ANYTIME BEFORE THE MEETING
DATE ON THURSDAY, JUNE 14, 2001 AT 2:00:00 PM [EST] TO SUBMIT NEW VOTING
INSTRUCTIONS.
This is the summary of your voting instructions delivered to Putnam. It is not a
receipt or vote confirmation. You may print this page for your records.
NOTE: Internet voting for this proxy is currently in testing stage. Your vote
has not been actually entered into the APPS/TR system for tabulation.
INSTRUCTIONS SUBMITTED ON MONDAY, APRIL 16, 2001
TRANSACTION CODE: 2341234123-388321975
Putnam Premier Income Trust
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1.01 Elect J.A. Baxter for Trustee VOTED FOR
1.02 Elect J.A. Hill for Trustee VOTED FOR
1.03 Elect R.J. Jackson for Trustee VOTED FOR
1.04 Elect P.L. Joskow for Trustee VOTED FOR
1.05 Elect E.T. Kennan for Trustee VOTED FOR
1.06 Elect L.J. Lasser for Trustee VOTED FOR
1.07 Elect J.H. Mullin, III for Trustee VOTED FOR
1.08 Elect R.E. Patterson for Trustee VOTED FOR
1.09 Elect G. Putnam, III for Trustee VOTED FOR
1.10 Elect A.J.C. Smith for Trustee VOTED FOR
1.11 Elect W.T. Stephens for Trustee VOTED FOR
1.12 Elect W.N. Thorndike for Trustee VOTED FOR
2.00 Convert fund from closed-end to open-end status and authorize related amendments VOTED AGAINST
[ICON] IF YOU WISH TO VOTE ANOTHER CARD
PLEASE CLICK HERE.
[PUTNAM INVESTMENTS LOGO]
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Closed End Fund Proxy Q&A
FOR INTERNAL USE ONLY
The following Q&A was prepared to help you answer questions from
brokers and/or shareholders on the subject of the proxies being
mailed to them for their votes. These proxies are sent to
shareholders that were shareholders of record on 23 March 2001
for the following Putnam Closed End Funds: Putnam Master
Intermediate Income Trust and Putnam Premier Income Trust. The
vote is scheduled for 14 June 2001
Q: What are the two funds, the Putnam Master Intermediate Income
Trust and Putnam Premier Income Trust, asking shareholders to
vote on?
A: Both funds are asking shareholders to vote on the normal
yearly election of trustees. In addition, these two funds are
asking shareholders to vote on the conversion of the funds from
closed-end to open-end status.
Q: How do Open-end and Closed-end fund differ?
A: The differences are as follows:
Open End Fund Closed End Fund
Unlimited number of shares Fixed number of shares
Fund bought and sold through Fund bought and sold through broker
fund company Pricing used: NAV and Market
Pricing used: NAV and POP
Q: How are Closed-end funds priced?
A: Many closed-end funds calculate the value of their portfolios
every business day. Because closed-end fund's shares trade in the
stock market based on investor demand, the fund's market price
may trade at a higher price (premium) or lower price (discount)
than its NAV. The NAV of a closed end fund is calculated exactly
the same as an open-end fund; the NAV of a fund is the market
value of all the fund's portfolio securities, minus expenses and
liabilities, divided by the number of shares outstanding.
Q: Why are the funds proposing to change their status from
Closed-end to Open end?
A: Your fund's governing legal documents require that
shareholders be given the opportunity to vote on a proposal to
convert your fund from a closed-end status to open-end status.
This would occur if the fund's shares have traded at an average
discount of more than 10% from their net asset value during the
last 12 weeks of the fund's last fiscal year-end.
Q: Who is asking for your vote?
A: The Trustees of the funds.
Q: Why are the Trustees recommending a vote against conversion?
A: The Trustees believe that your fund's closed-end status
provides investment benefits not available to open-end fund
investors. They believe that your fund's operating expenses are
likely to increase if converted to open-end status. That the
conversion could cause the funds to shrink due to shareholder
redemptions and, everything else being equal, would result in
increased expense ratios for the remaining shareholders. The need
to sell securities to meet redemptions may have adverse tax
consequences to shareholders remaining in the fund. Finally, in
light of the potential loss of the advantages of closed-end
status and the potential increase of expenses that most likely
would follow, conversion could result in a lower yield for
shareholders.
Q: What other possible consequences might result from conversion
of your fund to Open-end status?
A: Certain legal, accounting and other costs would be incurred in
connection with the conversion of the funds to open-end status.
Although it is difficult to estimate these costs with precision,
these costs are estimated to be at least $100,000. The Trustees
reserve the right to impose a temporary redemption fee of 2.00%
of the value of the shares redeemed for a period of up to
one-year following the fund's conversion.
Q: What changes would be made in your fund's Declaration of Trust
if shareholders vote to convert the fund to Open-end status?
A: The Declaration of Trust would be amended to require your fund
to purchase all shares offered to it for redemption at a price
equal to the net asset value of the shares next determined, less
any redemption or sales charge fixed by the Trustees. The
Declaration of Trust would also be amended to eliminate certain
provisions that relate specifically to the funds' closed-end
status, such as the conversion provision that has necessitated
this proposal. Finally, the Trustees would make certain necessary
technical and non-material changes to your fund's Bylaws.
Q: What percentages of shareholders, votes are required to
approve the conversion?
A: Approval of the conversion to open-end status and of the
related amendments of your fund's Declaration of Trust will
require the "yes" vote of a majority of the fund's outstanding
shares.
Q: If the conversion is not approved, will the fund continue in
its current form?
A: Yes
Q: What are the Trustees recommending?
A: The Trustees are for the fixing the number of Trustees as
proposed and the election of all nominees; and are against the
proposal of converting the funds from closed-end to open-end. The
Trustees feel the conversion to open-end status would not be in
the best long-term interest of shareholders. They believe that
your fund's closed-end status provides investment benefits not
available to open-end fund investors. Because your fund's shares
are not redeemable, your fund is not required to maintain
short-term, lower yielding investments in anticipation of
possible redemption's, but can be fully invested in higher
yielding securities in pursuit of the fund's investment
objective.
Q: Who is eligible to vote?
A: Shareholders of record at the close of business on 23 March
2001. Each share is entitled to one vote.
Q: When is the shareholder meeting?
A: The shareholder meeting to determine the results will be on 14
June 2001
Q: How can a shareholder submit their vote?
A: There are several ways to submit your vote. Your vote may be
submitted by returning the proxy card by mail or via the
internet. Internet voting instructions are located on the proxy
card.
Q: I did not receive a copy of the proxy statement; can you send
me one?
A: Additional proxy statements may be ordered off of your
literature system.
Q: I misplace my proxy card; how can another one be sent?
A: Additional proxy cards may be ordered via email to Tarah
Soares or Betty Creamer in the Proxy department. Shareholder
information to be included is the fund name, shareholder address
and account number.