IMPORTANT INFORMATION
FOR SHAREHOLDERS IN
PUTNAM INTERMEDIATE TAX EXEMPT FUND
The document you hold in your hands contains a combined
prospectus/proxy statement and proxy card. A proxy card is, in
essence, a ballot. When you vote your proxy, it tells us how to
vote on your behalf on important issues relating to your fund.
If you complete and sign the proxy, we'll vote it exactly as you
tell us. If you simply sign the proxy, we'll vote it in
accordance with the Trustees' recommendation on page 27 .
While investors sometimes find these materials intimidating, we
are, in fact, asking for your vote on just one matter. So we
urge you to spend a few minutes with the combined
prospectus/proxy statement, fill out your proxy card, and return
it to us. When shareholders don't return their proxies in
sufficient numbers, we have to incur the expense of additional
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.
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Table of Contents
Notice of Shareholder Meeting
Combined Prospectus/Proxy Statement
Proxy card enclosed
If you have any questions, please contact us at the special toll-
free number we have set up for you (1-800-225-1581) or call your
financial advisor.
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PUTNAM INTERMEDIATE TAX EXEMPT FUND
Notice of a Meeting of Shareholders
This is the formal agenda for the shareholder meeting. It tells
you what matters will be voted on and the time and place of the
meeting, if you can attend in person.
To the Shareholders of Putnam Intermediate Tax Exempt Fund:
A Meeting of Shareholders of Putnam Intermediate Tax Exempt Fund
(the "Fund" or the "Intermediate Fund") will be held May 2, 1996
at 2:00 p.m., Boston time, on the eighth floor of One Post Office
Square, Boston, Massachusetts, to consider the following:
1. Approving or disapproving an Agreement and Plan of
Reorganization providing for the transfer of all of the
assets of the Fund to Putnam Tax Exempt Income Fund (the
"Income Fund") in exchange for shares of the Income Fund and
the assumption by the Income Fund of all of the liabilities
of the Fund, and the distribution of such shares to the
shareholders of the Fund in complete liquidation of the
Fund. See page 5 .
2. Transacting such other business as may properly come before
the meeting.
By the Trustees
George Putnam, Chairman
William F. Pounds, Vice Chairman
Jameson Adkins Baxter Donald S. Perkins
Hans H. Estin George Putnam, III
John A. Hill Eli Shapiro
Elizabeth T. Kennan A.J.C. Smith
Lawrence J. Lasser W. Nicholas Thorndike
Robert E. Patterson
WE URGE YOU TO MARK, SIGN, DATE, AND MAIL THE ENCLOSED PROXY
IN THE POSTAGE-PAID ENVELOPE PROVIDED SO THAT YOU WILL BE
REPRESENTED AT THE MEETING.
February 26 , 1996
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Prospectus/Proxy Statement
February 26 , 1996
ACQUISITION OF THE ASSETS OF
Putnam Intermediate Tax Exempt Fund
One Post Office Square
Boston, Massachusetts 02109
(617) 292-1000
BY AND IN EXCHANGE FOR SHARES OF
Putnam Tax Exempt Income Fund
One Post Office Square
Boston, Massachusetts 02109
(617) 292-1000
Table of Contents
Synopsis
Risk factors
Introduction
Proposal regarding approval or disapproval of
Agreement and Plan of Reorganization
Background and reasons for the proposed reorganization
Information about the reorganization
Voting information
Agreement and Plan of Reorganization
This document will give you the information you need to vote on
the proposed merger. 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 special toll-free number, 1-800-225-
1581, or call your financial advisor.
This Prospectus/Proxy Statement relates to the proposed merger of
Putnam Intermediate Tax Exempt Fund (the "Intermediate Fund")
into Putnam Tax Exempt Income Fund (the "Income Fund") through
the transfer of all of the assets of the Intermediate Fund to the
Income Fund in exchange for Class A and Class B shares of the
Income Fund (the "Merger Shares") and the assumption by the
Income Fund of all of the liabilities of the Intermediate Fund.
Following this transfer, the Merger Shares received by the
Intermediate Fund will be distributed to the Intermediate Fund's
shareholders in liquidation of the Intermediate Fund. (The
Income Fund and the Intermediate Fund are collectively referred
to herein as the "Funds," and each is referred to individually as
a "Fund.") As a result of the proposed transaction, each Class A
and Class B shareholder of the Intermediate Fund will receive a
number of full and fractional Class A and Class B Merger Shares,
respectively, equal in value at the date of the exchange to the
aggregate value of the shareholder's Intermediate Fund shares.
This Prospectus/Proxy Statement explains concisely what you
should know before investing in the Income Fund. Please read it
and keep it for future reference. This Prospectus/Proxy
Statement is accompanied by (i) the Prospectus, dated February 1,
1995, of the Income Fund (the "Income Fund Prospectus"), and (ii)
the Report of Independent Accountants and financial statements
included in the Income Fund's Annual Report to Shareholders for
the fiscal year ended September 30, 1995. The Income Fund
Prospectus and the Income Fund Annual Report are incorporated
into this Prospectus/Proxy Statement by reference.
The following documents have been filed with the Securities and
Exchange Commission and are also incorporated into this
Prospectus/Proxy Statement by reference:
(i) the Prospectus, dated February 1, 1996 , of the
Intermediate Fund;
(ii) the Statement of Additional Information of the
Intermediate Fund, dated February 1, 1996 ;
(iii) the Statement of Additional Information of the Income
Fund , dated February 1, 1996 ;
(iv) the Report of Independent Accountants and financial
statements included in the Intermediate Fund's Annual Report
to Shareholders for the fiscal year ended September 30,
1995; and
(v) a Statement of Additional Information dated February
26 , 1996, relating to the proposed merger.
For a free copy of any of the above, please contact us at the
special toll-free number we have set up for you (1-800-225-1581).
Proxy materials, information statements and other information
filed by the Funds can be inspected and copied at the
Public Reference Facilities maintained by the Securities and
Exchange Commission at 450 Fifth Street, N.W., Washington, D.C.
20549. Copies of such material can also be obtained from the
Public Reference Branch, Office of Consumer Affairs and
Information Services, Securities and Exchange Commission,
Washington, D.C. 20549 at prescribed rates.
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THE SECURITIES OFFERED BY THE ACCOMPANYING PROSPECTUS/PROXY
STATEMENT HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF SUCH PROSPECTUS/PROXY STATEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
SHARES OF THE INCOME FUND ARE NOT DEPOSITS OR OBLIGATIONS
OF, OR GUARANTEED OR ENDORSED BY ANY FINANCIAL INSTITUTION,
ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY,
AND INVOLVE RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL
AMOUNT INVESTED.
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Synopsis
The responses to the questions that follow provide an overview of
key points typically of concern to shareholders considering a
proposed merger between funds. These responses are qualified in
their entirety by the remainder of the Prospectus/Proxy
Statement, which contains additional information and further
details regarding the proposed merger.
1. What is being proposed?
The Trustees of the Funds are recommending that shareholders
approve the merger of the Intermediate Fund into the Income Fund.
The merger is proposed to be accomplished pursuant to an
Agreement and Plan of Reorganization providing for the transfer
of all of the assets of the Intermediate Fund to the Income Fund
in exchange for shares of the Income Fund and for the assumption
by the Income Fund of all of the liabilities of the Intermediate
Fund. The completion of these transactions, followed by the
distribution of the Income Fund shares received by the
Intermediate Fund to its shareholders, will result in the
complete liquidation of the Intermediate Fund.
2. What will happen to my shares of the Intermediate Fund?
Your shares of the Intermediate Fund, would in
effect, be exchanged at net asset value and on a tax-free basis
for shares of the Income Fund.
3. Why are the Trustees proposing the merger?
The Trustees of both Funds recommend approval of the merger
because the merger offers shareholders of the Intermediate Fund
an opportunity to pursue similar investment objectives in a
significantly larger fund with greater investment flexibility
and lower expenses .
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4. How do the investment objectives, policies and restrictions
of the two Funds compare?
Each Fund seeks as high a level of current income exempt from
federal income tax as Putnam Investment Management, Inc. ("Putnam
Management") believes is consistent with preservation of capital.
The Intermediate Fund seeks this investment objective by
investing primarily in intermediate-term tax-exempt securities
(as defined below), while the Income Fund generally
expects to invest in tax-exempt securities of maturities
of ten years or more.
As a result , the Income Fund's portfolio can be expected
to have a higher dollar-weighted average maturity and duration,
and therefore is likely to experience greater fluctuations in
value in response to changes in interest rates, than the
Intermediate Fund's portfolio. However, the yields on securities
with longer maturities and durations are also generally higher.
See "Risk Factors - Investments in longer-term fixed income
securities" on page 14 . As of December 31, 1995, the
dollar-weighted average portfolio maturities of the Income Fund
and the Intermediate Fund were 12.46 years and 8.44 years,
respectively, and the dollar-weighted average portfolio durations
of the Funds were 8.4 years and 6.4 years, respectively. The
thirty-day SEC yields at net asset value for the Funds at
December 31, 1995 were as follows: Income Fund - Class A - 5.12%
and Class B - 4.45%; Intermediate Fund - Class A - 4.67% and
Class B - 4.05%. (The yields for the Intermediate Fund show the
effect of an expense limitation currently in effect. In the
absence of the expense limitation, these yields would have been
4.45% for Class A and 3.83% for Class B.)
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Tax-exempt securities are debt obligations issued by a state
(including the District of Columbia), its political subdivisions,
a U.S. territory or possession, or any of their agencies,
instrumentalities or other governmental units, the interest from
which, in the opinion of bond counsel, is exempt from federal
income tax. A more detailed description of tax-exempt securities
is contained in the Income Fund Prospectus.
Each Fund's investments in tax-exempt securities and taxable
securities are limited to securities rated not lower than the
five highest grades by Moody's Investors Service, Inc.
("Moody's"), Standard & Poor's ("S&P"), and, in the case of the
Intermediate Fund, Fitch Investors Services, Inc. ("Fitch"), or
unrated securities which Putnam Management determines are of
comparable quality. As of December 31, 1995, the quality
composition of each Fund's portfolios, as rated by S&P
except where otherwise noted, were as follows:
AAA AA A BBB BB and below
Income Fund 54.57% 8.19% 6.42% 25.04% 5.78%
Intermediate Fund 28.25% 15.74% 13.16% 38.61% 4.24%
The Intermediate Fund will not purchase a
security rated below Ba by Moody's , BB by S&P or
BB by Fitch or, if unrated, determined to be of comparable
quality if, as a result, more than 25% of the Fund's
total assets would be of that quality. The Income Fund will not
purchase a security rated both Ba by Moody's and BB by S&P
or, if unrated, determined to be of comparable quality if, as a
result, more than 25% of the Fund's total assets would be of
that quality.
The Funds may invest more than 25% of their assets in certain
segments of the tax-exempt securities market, and the Funds
reserve the right to invest more than 25% of their assets
in the securities of one or more states (including the District
of Columbia), or in industrial development and private activity
securities.
Both Funds may engage in futures and options strategies for
hedging purposes, and may invest in inverse floating
obligations. Both Funds may enter into repurchase
agreements and forward commitments and may hold a portion of
their assets in cash or money market instruments.
5. How do the expenses of the two Funds compare, and what
are they estimated to be following the merger?
The Intermediate Fund's overall expenses have been higher than
those for the Income Fund, although certain of its
expenses have been lower. As shown below, the management
fees paid by the Intermediate Fund have been lower
due to a voluntary expense limitation currently , and the 12b-
1 fees for the Intermediate Fund are lower . In the
absence of the expense limitation, which is currently in
effect through May 2, 1996, management fees and total fund
operating expenses for the Intermediate Fund would be
higher. This difference in overall expense levels
results largely from the relative sizes of the two Funds; as of
December 31, 1995, the Intermediate Fund had net assets of
approximately $56.5 million, whereas the Income Fund had
approximate net assets of $2.6 billion.
Front-end sales charges and contingent deferred sales
charges ("CDSC") are higher for the Income Fund than they are for
the Intermediate Fund, but do not apply to shares to be received
in the proposed merger.
The following table summarizes your maximum transaction costs
from investing in the Funds, and expenses that the Funds incurred
in the past fiscal year. Based on these expenses, the merger
would not affect the expenses for the Income Fund .
The Examples show the estimated cumulative expenses attributable
to a hypothetical $1,000 investment over specified periods.
Class A Class B
Shares Shares
Shareholder Transaction Expenses
Maximum Sales Charge Imposed
on Purchases (as a percentage
of offering price)
Intermediate Fund 3.25% NONE*
(Not applicable
to Merger Shares)
Income Fund 4.75% NONE*
(Not applicable
to Merger Shares)
Deferred Sales Charge (as a
percentage of the lower of
original purchase price or
redemption proceeds)
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Intermediate Fund 3.0% in the first
year, declining
to 1.0% in the
fourth year, and
NONE** eliminated thereafter+
Income Fund 5.0% in the first
year, declining
to 1.0% in the
sixth year, and
NONE** eliminated thereafter+
Annual Fund Operating Expenses
(as a percentage of average net assets)
Management 12b-1 Other Total Fund
Fees Fees Expenses Operating Expenses
Intermediate
Fund
Class A 0.00%++ 0.15% 0.84%++ 0.99%++
Class B 0.00%++ 0.75% 0.80%++ 1.55%++
Income
Fund
Class A 0.47% 0.20% 0.11% 0.78%
Class B 0.47% 0.85% 0.11% 1.43%
* Class B shares are sold without a front-end sales charge, but
their higher 12b-1 fees may cause long-term shareholders to pay
more than the economic equivalent of the maximum permitted front-
end sales charge.
** A deferred sales charge of up to 1.00% is assessed on certain
redemptions of Class A shares that were purchased without an
initial sales charge as part of an investment of $1 million or
more.
+ For purposes of determining the CDSC applicable to Class B
Merger Shares, such shares will be treated as having been
acquired as of the dates originally acquired by the Intermediate
Fund shareholder. See "Information about the reorganization -
Description of the Merger Shares " on page 24.
++ after expense limitation
The tables are provided to help you understand an investor's
share of the operating expenses which each Fund incurs. As
stated above, the management fees, other expenses and total
fund operating expenses for the Intermediate Fund reflect a
voluntary expense limitation currently in effect through May 2,
1996. In the absence of the expense limitation, for the
Intermediate Fund management fees would have been 0.60%
for Class A and Class B shares and total fund operating expenses
would have been 1.70% for Class A shares and 2.30% for
Class B shares. The expenses shown do not reflect the
application of certain credits that reduced
expenses for the Intermediate Fund and the
Income Fund by 0.14% and 0.07%, respectively . The 12b-1
fees shown in the table reflect the amount to which the Trustees
currently limit payments under each Fund's Class A and Class B
Distribution Plans.
Annualized expenses for the three months ending December 31,
1995 may be more representative of the expenses of the Funds at
current net asset levels, and are shown below as a percentage of
net assets:
Management 12b-1 Other Total Fund
Fees Fees Expenses Operating Expenses
Intermediate
Fund
Class A 0.40%* 0.15% 0.33%* 0.88%*
Class B 0.40%* 0.75% 0.33%* 1.48%*
Income
Fund
Class A 0.47% 0.20% 0.11% 0.72%
Class B 0.47% 0.85% 0.11% 1.37%
*after expense limitation
Absent the expense limitation, Intermediate Fund total operating
expenses would have been 1.08% and 1.68%, respectively, for Class
A and Class B shares for the period. These do not reflect the
application of certain credits that reduced expenses by 0.08% in
the case of the Intermediate Fund and 0.04% inthe case of the
Income Fund.
Examples
An investment of $1,000 would incur the following expenses,
assuming 5% annual return and, except as indicated, redemption at
the end of each period. The proposed merger will not change the
expenses shown for the Income Fund. The higher front-end sales
charge and CDSC schedule applicable to the Income Fund, which
would not apply to Merger Shares, are reflected in the Examples.
1 3 5 10
year years years years
Intermediate
Fund
Class A $42 $63 $85 $150
Class B $66 $79 $104 $170***
Class B (no redemption) $16 $49 $84 $170***
Income
Fund
Class A $55 $71 $89 $140
Class B $65 $75 $98 $154***
Class B (no redemption) $15 $45 $78 $154***
*** Reflects conversion of Class B shares to Class A shares
(which pay lower ongoing expenses) approximately eight years
after purchase.
The Examples do not represent past or future expense levels.
Actual expenses may be greater or less than those shown. Federal
regulations require the Examples to assume a 5% annual return,
but actual annual return will vary.
As shown above and described in the Income Fund Prospectus, the
Funds determine the CDSC applicable to their respective shares
according to different schedules. If the proposed merger takes
place, the CDSC applicable upon redemption of Class B Merger
Shares will be determined according to the CDSC schedule now in
effect for the Intermediate Fund.
6. What are the federal income tax consequences of the proposed
merger?
For federal income tax purposes, no gain or loss will be
recognized by the Intermediate Fund or its shareholders as a
result of the merger.
7. Do the distribution policies of the two Funds differ?
No. Each of the Funds distributes any net investment income at
least monthly and any net realized capital gains at least
annually.
The Income Fund will not permit any Intermediate Fund shareholder
holding certificates for Intermediate Fund shares at the time of
the merger to receive cash dividends or other distributions,
receive certificates for Merger Shares, exchange Merger Shares
for shares of other investment companies managed by Putnam
Management, or pledge or redeem Merger Shares until those
certificates for Intermediate Fund shares have been surrendered,
or, in the case of lost certificates, an adequate surety bond has
been posted.
If a shareholder is not for that reason permitted to receive cash
dividends or other distributions on Merger Shares, the Income
Fund will pay all such dividends and distributions in additional
shares, notwithstanding any election the shareholder may have
made previously to receive dividends and distributions on
Intermediate Fund shares in cash.
8. Do the procedures for purchasing, redeeming and exchanging
shares of the two Funds differ?
No. The procedures for purchasing and redeeming shares of the
both Funds , and for exchanging such shares of each Fund
for shares of other Putnam funds are identical. As
indicated above in the discussion of fees and expenses, however,
the two Funds have different front-end sales charges and
CDSCs. These sales charges do not apply to Merger Shares, but
would apply to additional purchases, and in the case of the CDSC,
exchanges of such additional shares .
The Intermediate Fund currently offers two classes of shares and
the Income Fund currently offers three classes of shares. Shares
of both Funds may be purchased either through investment dealers
which have sales agreements with Putnam Mutual Funds Corp.
("Putnam Mutual Funds") or directly through Putnam Mutual Funds
at prices based on net asset value, plus varying sales charges,
depending on the class and number of shares purchased.
Reinvestment of distributions by the Funds are made at net asset
value for all classes of shares.
Shares of both Funds may be redeemed any day the New York Stock
Exchange is open at their net asset value next determined either
directly to a Fund or through an investment dealer.
Shares of both Funds may be exchanged after a ten-day holding
period for shares of the same class of certain other Putnam
funds.
9. How will I be notified of the outcome of the merger?
If the proposed merger is approved by shareholders, you will
receive confirmation after the reorganization is completed,
indicating your new account number. If the merger is not
approved, shareholders will be notified, and the results of the
meeting will be provided in the next annual report of the
Intermediate Fund.
10. Will the number of shares I own change?
Yes, but the total value of the shares of the Income Fund you
receive will be equal in value to the total value of the shares
of the Intermediate Fund that you hold at the time of the merger.
Even though the net asset value per share of each Fund is
different, the total value of a shareholder's holdings will not
change as a result of the merger.
Risk factors
What are the principal risk factors associated with an investment
in the Income Fund, and how do they compare with those for the
Intermediate Fund?
Because the Funds share similar investment objectives and
policies, the risks of an investment in the Income Fund
are similar to the risks of an investment in the Intermediate
Fund, except the risks associated with investments by the Income
Fund in longer-term securities, including increased sensitivity
to changes in interest rates. A more detailed description of
certain risks associated with an investment in the Income Fund is
contained in the Income Fund Prospectus.
Investments in longer-term fixed-income securities. As with the
Intermediate Fund, the Income Fund invests in fixed-income
securities, although it invests primarily in longer-term fixed-
income securities. The values of fixed-income securities
fluctuate in response to changes in interest rates. Thus, a
decrease in interest rates will generally result in an increase
in the value of such securities. Conversely, during periods of
rising interest rates, the value of the Fund s assets will
generally decline. These fluctuations have been generally
smaller for intermediate-term securities than for securities with
longer maturities.
Thus, the value of the Income Fund's portfolio will likely be
more sensitive to changes in interest rates than the Intermediate
Fund's portfolio. This interest rate "volatility" is typically
measured by a portfolio's average dollar-weighted duration, and,
to a lesser extent, its average dollar-weighted maturity.
Whereas maturity measures only the period of time until
the last payment of interest or principal on a security, duration
measures the timing of all payments of interest and principal to
be received on a security, based on their present values, and is
therefore a more accurate measure of the volatility of the
security. As a general rule, a 1% increase or decrease in
interest rates will result in approximately a 1% decrease or
increase, respectively, in the value of a security for each year
of duration. For example, a 1% increase in interest rates will
result in approximately a 5% decrease in the value of a security
having a five-year duration. As of December 31, 1995, the
average dollar-weighted portfolio durations of the Income Fund
and the Intermediate Fund were 8.4 years and 6.4 years,
respectively. Consequently, the net asset value of the Income
Fund will typically increase or decrease to a greater degree in
response to changes in interest rates than the net asset value of
the Intermediate Fund.
Lower-rated securities. Like the Intermediate Fund, the Income
Fund which may invest in lower-rated fixed-income
securities (rated below BBB/Baa), which are commonly known as
"junk bonds ," and may have large uncertainties or major risk
exposure to adverse conditions. The value of the Fund's
assets invested in lower-rated securities will generally
fluctuate more than those invested in higher-rated securities.
See page 7 for a description of the relative percentages of
each Fund's assets invested in lower-rated securities .
Concentration. Like the Intermediate Fund, since the Income Fund
invests primarily in tax-exempt securities, the performance of
the Fund may be especially affected by factors pertaining to the
economy of a particular state and other factors
specifically affecting the ability of issuers of such securities
to meet their obligations. Because the Income Fund, like the
Intermediate Fund, may invest 25% or more of its total assets in
the securities of one or more states, the value of the Fund's
shares may fluctuate more widely than the value of shares of a
portfolio investing in securities relating to a larger
number of states. The ability of state, county
or local governments to meet their obligations may depend on a
variety of factors, including the availability of tax and other
revenues, general economic, political or demographic conditions,
constitutional and statutory restrictions on raising revenue, and
insufficient federal, state and local aid to issuers.
Each Fund may also invest more than 25% of its assets in a
broader segment of the tax-exempt securities market, which
increases a Fund's exposure to economic, business, political and
other developments that may adversely affect tax-exempt
securities in that market segment.
Inverse floating obligations. Like the Intermediate Fund, the
Income Fund may invest without limit in securities representing
interests in tax-exempt securities, known as "inverse floating
obligations" or "residual interest bonds." These obligations pay
interest rates that vary inversely with changes in the interest
rates of specified short-term tax-exempt securities or an index
of short-term tax-exempt securities. The interest rates on
inverse floating obligations or residual interest bonds will
typically decline as short-term market interest rates increase
and increase as short-term market rates decline. The
values of these securities will generally fluctuate more widely
in response to changes in market interest rates (typically twice
as much) than the values of fixed-rate long-term securities.
As of December 31, 1995, the Income Fund had 9.35% of its
net assets invested in inverse floating obligations, while the
Intermediate Fund had 5.62% of its net asset invested in
such securities.
Options and futures transactions. As with the Intermediate Fund,
the ability of the Income Fund to engage in options and futures
transactions involves certain risks, including the risks that the
Income Fund will be unable at times to close out such positions,
that such transactions may not accomplish their purpose because
of imperfect market correlations, or that Putnam Management may
not forecast market movements correctly.
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Other investment practices. Finally, as with the Intermediate
Fund, to the extent that the Income Fund exercises its ability to
engage in certain investment practices, such as repurchase
agreements and forward commitments , it may be delayed in
recovering or unable to recover its collateral in the event of
default by the other party.
Introduction
This Prospectus/Proxy Statement is furnished in connection with
the proposed reorganization of the Intermediate Fund by the
transfer of all of its assets and liabilities to the Income Fund
for shares of the Income Fund and the solicitation of proxies by
and on behalf of the Trustees of the Intermediate Fund for use at
the Meeting of Shareholders. The Meeting is to be held on May 2,
1996 at 2:00 p.m. at One Post Office Square, 8th Floor, Boston,
Massachusetts. The Notice of the Meeting, the combined
Prospectus/Proxy Statement and the enclosed form of proxy are
being mailed to shareholders on or about February 27 ,
1996.
Any shareholder giving a proxy has the power to revoke it by mail
(addressed to the Fund's Clerk at the principal office of the
Intermediate Fund, One Post Office Square, Boston, Massachusetts
02109) or in person at the Meeting, by executing a superseding
proxy, or by submitting a notice of revocation to the
Intermediate Fund. All properly executed proxies received in
time for the Meeting will be voted as specified in the proxy, or,
if no specification is made, FOR the proposal (set forth in
Proposal 1 of the Notice of Meeting) .
At December 31, 1995, there were outstanding 6,631,213 shares of
beneficial interest of the Intermediate Fund. Only shareholders
of record on February 2, 1996 will be entitled to notice of and
to vote at the Meeting. Each share is entitled to one vote, with
fractional shares voting proportionally.
The Trustees of the Intermediate Fund 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.
Proposal regarding approval or disapproval of Agreement and Plan
of Reorganization
The shareholders of the Intermediate Fund are being asked to
approve or disapprove a merger between the Intermediate Fund and
the Income Fund pursuant to an Agreement and Plan of
Reorganization between the Funds, dated as of February 2, 1996
(the "Agreement"), a copy of which is attached to this
Prospectus/Proxy Statement as Exhibit A.
The Agreement provides, among other things, for the transfer of
all of the assets of the Intermediate Fund to the Income Fund in
exchange for the assumption by the Income Fund of all of the
liabilities of the Intermediate Fund and for the Class A and
Class B Merger Shares, the number of which will be calculated
based on the value of the net assets attributable to the Class A
and Class B shares of the Intermediate Fund acquired by the
Income Fund and the net asset value per Class A and Class B share
of the Income Fund, all as more fully described below under
"Information about the reorganization."
After receipt of the Merger Shares, the Intermediate Fund will
cause the Class A Merger Shares to be distributed to its Class A
shareholders and the Class B Merger Shares to be distributed to
its Class B shareholders, in complete liquidation of the
Intermediate Fund, and the legal existence of the Intermediate
Fund as a business trust under Massachusetts law will be
terminated. Each shareholder of the Intermediate Fund will
receive a number of full and fractional Class A or Class B Merger
Shares equal in value at the date of the exchange to the
aggregate value of the shareholder's Intermediate Fund shares.
Prior to the date of the transfer (the "Exchange Date"), the
Intermediate Fund will declare a distribution to shareholders
which, together with all previous distributions, will have the
effect of distributing to shareholders all of its investment
company taxable income (computed without regard to the deduction
for dividends paid) and net realized capital gains, if any,
through the Exchange Date.
The Trustees have voted unanimously to approve the proposed
transaction and to recommend that shareholders also approve the
transaction. The affirmative vote of two-thirds (66 2/3%) of the
outstanding shares of beneficial interest of the Intermediate
Fund that are entitled to be voted at the Meeting is necessary
for the consummation of the proposed transaction.
<PAGE>
In the event that this proposal is not approved by the
shareholders of the Intermediate Fund, the Intermediate Fund will
continue to be managed as a separate fund in accordance with its
current investment objectives and policies, and the Trustees may
consider such alternatives as may be in the best interests of its
shareholders.
Background and reasons for the proposed reorganization
The Trustees of each Fund, including all Trustees who are not
"interested persons" of the Funds, have determined that the
reorganization would be in the best interests of each Fund's
shareholders, and that the interests of existing shareholders of
each of the Funds would not be diluted as a result of effecting
the reorganization. The Trustees have unanimously approved the
proposed reorganization and have recommended its approval by
shareholders. The Income Fund and the Intermediate Fund have the
same Trustees.
The principal reasons why the Trustees are recommending the
reorganization are:
Reduced expenses. Putnam Management expects that
if the merger takes place, Intermediate Fund shareholders would
realize a decrease in overall expenses due to the lower
expense ratio of the Income Fund, a significantly larger fund
with similar investment objectives and policies. Based on
expenses for the current fiscal year, Intermediate Fund
shareholders should realize an immediate decrease in overall
expenses. For the three months ending December 31, 1995,
annualized actual total fund operating expenses of
the Intermediate Fund were 0.88% and 1.48% of net assets
for Class A and Class B shares, respectively, compared to 0.72%
and 1.37% of net assets for Class A and Class B shares,
respectively, for the Income Fund.
More over , if the voluntary expense limitation currently
in effect for the Intermediate Fund were removed, Intermediate
Fund expenses would be higher. Based on expenses for the
three months ending December 31, 1995, annualized total
fund operating expenses of the Intermediate Fund would
have been 1.08% and 1.68% of net assets for Class A
and Class B shares, respectively, compared to expenses of 0.78%
and 1.43% for Class A and Class B shares, respectively .
<PAGE>
Because there can be no assurance that Putnam Management will
continue the expense limitation for the Intermediate Fund if the
merger is not approved by shareholders, Intermediate Fund
shareholders should consider the expenses of both Funds absent
the expense limitation as well as current expenses when deciding
whether to approve the merger.
The lower overall expenses shown the Income Fund are
primarily due to efficiencies associated with operating a
fund the size of the Income Fund . As described in more
detail below, Putnam Management does not expect that the
Intermediate Fund will experience a significant growth in assets
in the near future, making it unlikely that the Fund will achieve
economies of scale comparable to the Income Fund in that time.
Increased Investment Flexibility. Putnam Management believes
that the proposed merger will provide Intermediate Fund
shareholders with the opportunity to own shares of a mutual fund
with greater investment flexibility than the Intermediate Fund,
given its small size. Because of its substantial asset
size, the Income Fund can more easily diversify its investments
among the securities of a greater number of issuers than the
Intermediate Fund.
Putnam Management does not believe that the Intermediate Fund has
reached (or is likely to reach in the near future) a sufficient
net asset level to achieve comparable investment flexibility.
Putnam Management believes that the primary reason for the
Intermediate Fund's failure to grow to a significant size is the
low investor demand for intermediate-term bond funds like the
Intermediate Fund. Putnam Management believes that bond fund
investors have been concerned principally with yield, with
volatility being only a secondary consideration. As a result,
investor demand for longer-term bond funds has been greater than
the demand for intermediate-term bond funds, whose lower yields
have made them less attractive. Putnam Management does not
expect a shift in the current preference for higher yields over
lower risk in the near future, making it unlikely that the
Intermediate Fund will achieve a significant asset level in that
time.
Exchange Without Recognition of Gain or Loss for Federal Income
Tax Purposes. If an Intermediate Fund shareholder were to redeem
his or her shares to invest in another fund, like the Income
Fund, gain or loss would be recognized by that shareholder for
federal income tax purposes. Also, if the Intermediate Fund were
liquidated or were reorganized in a taxable reorganization, the
transaction would likely result in a taxable event for its
shareholders. In contrast, the proposed merger will
permit the Intermediate Fund's shareholders to exchange their
investment for an investment in the Income Fund without
recognition of gain or loss for federal income tax purposes.
After the merger, shareholders will be free to redeem any or all
of the Income Fund shares at net asset value at any time, at
which point a taxable gain or loss would be recognized.
Information about the reorganization
Agreement and Plan of Reorganization. The proposed Agreement and
Plan of Reorganization provides that the Income Fund will acquire
all of the assets of the Intermediate Fund in exchange for the
assumption by the Income Fund of all of the liabilities of the
Intermediate Fund and for the issuance of Class A and Class B
Merger Shares all as of the Exchange Date (defined in the
Agreement to be the next full business day following the
Valuation Time, which is defined in the Agreement as 4:00 p.m.
Boston time on May 2, 1996 or such other date as may be agreed
upon by the parties). The following discussion of the Agreement
is qualified in its entirety by the full text of the Agreement,
which is attached as Exhibit A to this Prospectus/Proxy
Statement.
The Intermediate Fund will sell all of its assets to the Income
Fund, and in exchange, the Income Fund will assume all of the
liabilities of the Intermediate Fund and deliver to the
Intermediate Fund (i) a number of full and fractional Class A
Merger Shares having an aggregate net asset value equal to the
value of assets of the Intermediate Fund attributable to its
Class A shares, less the value of the liabilities of the
Intermediate Fund assumed by the Income Fund attributable to such
Class A shares and (ii) a number of full and fractional Class B
Merger Shares having a net asset value equal to the value of
assets of the Intermediate Fund attributable to its Class B
shares, less the value of the liabilities of the Intermediate
Fund assumed by the Income Fund attributable to such Class B
shares.
Immediately following the Exchange Date, the Intermediate Fund
will distribute pro rata to its shareholders of record as of the
close of business on the Exchange Date the full and fractional
Merger Shares received by the Intermediate Fund, with Class A
Merger Shares being distributed to holders of Class A shares of
the Intermediate Fund and Class B Merger Shares being distributed
to holders of Class B shares of the Intermediate Fund. As a
result of the proposed transaction, each holder of Class A and
Class B shares of the Intermediate Fund will receive a number of
Class A and Class B Merger Shares equal in aggregate value at the
Exchange Date to the value of the Class A and Class B shares,
respectively, of the Intermediate Fund held by the shareholder.
This distribution will be accomplished by the establishment of
accounts on the share records of the Income Fund in the name of
such Intermediate Fund shareholders, each account representing
the respective number of full and fractional Class A or Class B
Merger Shares due such shareholder. New certificates for Merger
Shares will be issued only upon written request.
The Trustees of both Funds have determined that the
interests of the Funds' shareholders will not be diluted
as a result of the transactions contemplated by the
reorganization, and have determined that the proposed
reorganization is in the best interests of each Fund.
The consummation of the reorganization is subject to the
conditions set forth in the Agreement. The Agreement may be
terminated and the reorganization abandoned at any time, before
or after approval by the shareholders, prior to the Exchange Date
by mutual consent of the Income Fund and the Intermediate Fund
or, if any condition set forth in the Agreement has not been
fulfilled and has not been waived by the party entitled to its
benefits, by such party.
The fees and expenses for the transaction are estimated to be
$115,000. All fees and expenses, including legal and accounting
expenses, portfolio transfer taxes (if any) or other similar
expenses incurred in connection with the consummation of the
transactions contemplated by the Agreement will be allocated
ratably between the two Funds in proportion to their net assets
as of the day of the transfer, except that the costs of proxy
materials and proxy solicitations will be borne by the
Intermediate Fund and except that, in order to lessen the impact
of the transaction on the Intermediate Fund's net asset value,
Putnam Management will bear the costs of the transaction to the
extent that such costs exceed 0.25% of the Intermediate
Fund's net asset value. However, to the extent that any payment
by either Fund of such fees or expenses would result in the
disqualification of the Income Fund or the Intermediate Fund as a
"regulated investment company" within the meaning of Section 851
of the Internal Revenue Code of 1986, as amended (the "Code"),
such fees and expenses will be paid directly by the party
incurring them.
Description of the Merger Shares. Merger Shares will be issued
to the Intermediate Fund's shareholders in accordance with the
procedure under the Agreement as described above. The Merger
Shares are Class A and Class B shares of the Income Fund.
Investors purchasing Class A shares pay a sales charge at the
time of purchase, but Intermediate Fund shareholders receiving
Class A Merger Shares in the merger will not pay a sales charge
on such shares. Class A shares of the Income Fund generally are
not subject to redemption fees . Class A shares are
subject to a 12b-1 fee at the annual rate of 0.20% of the Fund's
average daily net assets attributable to Class A shares. Class B
shares of the Income Fund are sold without a sales charge, but
are subject to a CDSC of up to 5% if redeemed within six years of
purchase. For purposes of determining the CDSC payable on
redemption of Class B Merger Shares received by holders of Class
B shares of the Intermediate Fund, as well as the conversion date
of such shares described below, such shares will be treated as
having been acquired as of the dates such shareholders originally
acquired their Class B shares of the Intermediate Fund and the
schedule for determining the CDSC for the Intermediate Fund
shares will be used. Class B shares are also subject to a 12b-1
fee at the annual rate of 0.85% of the Fund's average daily net
assets attributable to Class B shares. Class B shares will
automatically convert to Class A shares, based on relative net
asset value, approximately eight years after purchase.
In connection with the sale of Class B shares, Putnam Mutual
Funds pays commissions to broker-dealers from its own assets that
it expects to recover over time through the receipt of
distribution fees in connection with its Class B shares and the
receipt of any CDSC on Class B shares. The total amount of such
commissions paid by Putnam Mutual Funds with respect to the
Intermediate Fund before the consummation of the proposed
reorganization will likely exceed the amounts recovered by Putnam
Mutual Funds by that time. Such uncovered amounts do not
represent a liability of the Intermediate Fund and, consequently,
the Income Fund will not assume any such liability in connection
with the consummation of the reorganization. However, to the
extent Putnam Mutual Funds has not fully recovered such
commissions before the consummation of the proposed
reorganization, it is anticipated that the Trustees will consider
such unrecovered amounts, among other factors, in determining
whether to continue payments of distribution fees in the future
with respect to Class B shares of the Income Fund.
Each of the Merger Shares will be fully paid and nonassessable
when issued, will be transferable without restriction, and will
have no preemptive or conversion rights, except that Class B
Merger Shares will have the conversion rights specified above.
The Agreement and Declaration of Trust of the Income Fund permits
the Income Fund to divide its shares, without shareholder
approval, into two or more classes of shares having such
preferences and special or relative rights and privileges as the
Trustees may determine. The Income Fund's shares are currently
divided into three classes--Class A, Class B, and Class M shares.
Only Class A and Class B shares of the Income Fund will be
distributed in connection with the merger.
Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of
the Income Fund. However, the Agreement and Declaration of Trust
disclaims shareholder liability for acts or obligations of the
Income Fund and requires that notice of such disclaimer be given
in each agreement, obligation, or instrument entered into or
executed by the Income Fund or its Trustees. The Agreement and
Declaration of Trust provides for indemnification out of Fund
property for all loss and expense of any shareholder held
personally liable for the obligations of the Income Fund. Thus,
the risk of a shareholder incurring financial loss on account of
shareholder liability is limited to circumstances in which the
Income Fund would be unable to meet its obligations. The
likelihood of such circumstances is remote. The shareholders of
the Intermediate Fund are currently subject to this same risk of
shareholder liability.
Federal income tax consequences. As a condition to the
Intermediate Fund's obligation to consummate the reorganization,
the Intermediate Fund will receive an opinion from Ropes & Gray,
counsel to the Funds, to the effect that, on the basis of the
existing provisions of the Internal Revenue Code of 1986, as
amended (the "Code"), current administrative rules and court
decisions, for federal income tax purposes:
(i) under Section 361 of the Code, no gain or loss will be
recognized by the Intermediate Fund as a result of the
reorganization;
(ii) under Section 354 of the Code, no gain or loss will be
recognized by shareholders of the Intermediate Fund on the
distribution of Merger Shares to them in exchange for their
shares of the Intermediate Fund;
(iii) under Section 358 of the Code, the tax basis of the
Merger Shares that the Intermediate Fund's shareholders
receive in place of their Intermediate Fund shares will be
the same as the basis of the Intermediate Fund shares
exchanged; and
(iv) under Section 1223(1) of the Code, a shareholder's
holding period for the Merger Shares received pursuant to
the Agreement will be determined by including the holding
period for the Intermediate Fund shares exchanged for the
Merger Shares, provided that the shareholder held the
Intermediate Fund shares as a capital asset.
Capitalization. The following table shows the capitalization of
the Funds as of December 31, 1995, and on a pro forma combined
basis, giving effect to the proposed acquisition of assets at net
asset value as of that date:
(UNAUDITED)
Income Intermediate Pro Forma
Fund Fund+ Combined*
Net assets
(000's omitted)
Class A $2,344,063 $49,759 $2,393,763
Class B $258,565 $6,694 $265,253
Shares outstanding
(000's omitted)
Class A 257,015 5,843 262,471
Class B 28,362 788 29,096
Net asset value
per share
Class A $9.12 $8.52 $9.12
Class B $9.12 $8.50 $9.12
+Intermediate Fund assets reflect proxy-related costs.
* Pro forma combined net assets reflect legal and accounting
merger-related costs.
THE TRUSTEES OF PUTNAM INTERMEDIATE TAX EXEMPT FUND, INCLUDING
THE INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMEND APPROVAL OF THE
AGREEMENT.
Voting information
Required vote. Proxies are being solicited from the Intermediate
Fund's shareholders by its Trustees for the Meeting of
Shareholders to be held on May 2, 1996 at 2:00 p.m. (the
"Meeting"), at One Post Office Square, 8th Floor, Boston,
Massachusetts, or at such later time made necessary by
adjournment. Unless revoked, all valid proxies will be voted in
accordance with the specification thereon or, in the absence of
specifications, FOR approval of the Agreement and Plan of
Reorganization. The transactions contemplated by the Agreement
and Plan of Reorganization will be consummated only if approved
by the affirmative vote of the holders of at least two-thirds (66
2/3%) of the outstanding shares of the Intermediate Fund that are
outstanding at the close of business on February 2, 1996
(" the record date ".)
Record date, quorum and method of tabulation. Shareholders of
record of the Intermediate Fund on the record date will be
entitled to vote at the Meeting or any adjournment thereof. The
holders of 30% of the shares of the Intermediate Fund outstanding
at the close of business on the record date present in person or
represented by proxy will constitute a quorum for the Meeting;
however, as noted above, the affirmative vote of at least two-
thirds (66 2/3%) of the shares outstanding at the close of
business on the record date is necessary to approve the merger.
Shareholders are entitled to one vote for each share held, with
fractional shares voting proportionally.
Votes cast by proxy or in person at the meeting will be counted
by persons appointed by the Intermediate 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. The tellers
will count 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) 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.
As of December 31, 1995, the officers and Trustees of the
Intermediate Fund as a group beneficially owned less than 1% of
the outstanding shares of the Intermediate Fund and to the best
knowledge of the Intermediate Fund , no person
owned of record or beneficially 5% or more of its
outstanding shares .
The votes of the shareholders of the Income Fund are not being
solicited, since their approval or consent is not necessary for
this transaction. As of December 31, 1995, the officers and
Trustees of the Income Fund as a group beneficially owned less
than 1% of the outstanding shares of the Income Fund and to the
best knowledge of the Income Fund, no person beneficially
owned 5% or more of its outstanding shares .
Solicitation of proxies. In addition to soliciting proxies by
mail, the Trustees and employees of Putnam Management, Putnam
Fiduciary Trust Company and Putnam Mutual Funds may solicit
proxies in person or by telephone. The Intermediate Fund may
also arrange to have votes recorded by telephone. The telephonic
voting procedure is designed to authenticate shareholders'
identities, to allow shareholders to authorize the voting of
their shares in accordance with their instructions and to confirm
that their instructions have been properly recorded. The
Intermediate 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. The
Intermediate Fund is unaware of any such challenge at this time.
Shareholders would be called at the phone number Putnam
Investments has in its records for their accounts, and would be
asked for their Social Security numbers or other identifying
information. The shareholders would then be given an opportunity
to authorize their proxies to vote their shares 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 the event the information
in the confirmation is incorrect.
Persons holding shares as nominees will upon request be
reimbursed for their reasonable expenses in soliciting
instructions from their principals. The Intermediate Fund has
retained at its expense D.F. King & Co. Inc., 77 Water Street,
New York, NY 10005, to aid in the solicitation of instructions
for nominee and registered accounts, for a fee not to exceed
$3,500 plus reasonable out-of-pocket expenses for mailing and
phone costs.
Revocation of proxies. Proxies, including proxies given by
telephone, may be revoked at any time before they are voted by a
written revocation received by the Clerk of the Intermediate
Fund, by properly executing a later-dated proxy or by attending
the Meeting and voting in person.
Adjournment. If sufficient votes in favor of the proposal 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
such adjournment those proxies which they are entitled to vote in
favor of the proposal. They will vote against any such
adjournment those proxies required to be voted against the
proposal. The Intermediate Fund pays the costs of any additional
solicitation and of any adjourned session. <PAGE>
EXHIBIT A
AGREEMENT AND PLAN OF REORGANIZATION
This Agreement and Plan of Reorganization (the "Agreement") is
made as of February 2, 1996 in Boston, Massachusetts, by and
among Putnam Tax Exempt Income Fund, a Massachusetts
business trust (the "Income Fund"), Putnam Intermediate
Tax Exempt Income Fund, a Massachusetts business trust (the
"Intermediate Fund"), and, exclusively with respect to Section 5
of the Agreement, Putnam Investment Management, Inc. ("Putnam
Management").
PLAN OF REORGANIZATION
(a) The Intermediate Fund will sell, assign, convey, transfer
and deliver to the Income Fund on the Exchange Date (as defined
in Section 6) all of its properties and assets existing at the
Valuation Time (as defined in Section 3(c)). In consideration
therefor, the Income Fund shall, on the Exchange Date, assume all
of the liabilities of the Intermediate Fund existing at the
Valuation Time and deliver to the Intermediate Fund, (i) a number
of full and fractional Class A shares of beneficial interest of
the Income Fund (the "Class A Merger Shares") having an aggregate
net asset value equal to the value of the assets of the
Intermediate Fund attributable to Class A shares of the
Intermediate Fund transferred to the Income Fund on such date
less the value of the liabilities of the Intermediate Fund
attributable to Class A shares of the Intermediate Fund assumed
by the Income Fund on such date, and (ii) a number of full and
fractional Class B shares of beneficial interest of the Income
Fund (the "Class B Merger Shares") having an aggregate net asset
value equal to the value of the assets of the Intermediate Fund
attributable to Class B shares of the Intermediate Fund
transferred to the Income Fund on such date less the value of the
liabilities of the Intermediate Fund attributable to Class B
shares of the Intermediate Fund assumed by the Income Fund on
that date. The Class A Merger Shares and the Class B Merger
Shares shall be referred to collectively as the "Merger Shares."
It is intended that the reorganization described in this Plan
shall be a reorganization within the meaning of Section
368(a)(1)(C) of the Internal Revenue Code of 1986, as amended
(the "Code").
(b) Upon consummation of the transactions described in paragraph
(a) of this Agreement, the Intermediate Fund shall distribute in
complete liquidation to its Class A and Class B shareholders of
record as of the Exchange Date Class A and Class B Merger Shares,
each shareholder being entitled to receive that proportion of
such Class A or B Merger Shares which the number of Class A or
Class B shares of beneficial interest of the Intermediate Fund
held by such shareholder bears to the number of such Class A or
Class B shares of the Intermediate Fund outstanding on such date.
Certificates representing the Merger Shares will be issued only
if the shareholder so requests.
AGREEMENT
The Income Fund and the Intermediate Fund agree as follows:
1. Representations and Warranties of the Income Fund. The Income
Fund represents and warrants to and agrees with the Intermediate
Fund that:
(a) The Income Fund is a business trust duly established and
validly existing under the laws of The Commonwealth of
Massachusetts, and has power to own all of its properties and
assets and to carry out its obligations under this Agreement.
The Income Fund is not required to qualify as a foreign
association in any jurisdiction. The Income Fund has all
necessary federal, state and local authorizations to carry on its
business as now being conducted and to carry out this Agreement.
(b) The Income Fund is registered under the Investment Company
Act of 1940, as amended (the "1940 Act"), as an open-end
management investment company, and such registration has not been
revoked or rescinded and is in full force and effect.
(c) A statement of assets and liabilities, statements of
operations, and statements of changes in net assets and schedule
of investments (indicating their market values) of the Income
Fund for the fiscal year ended September 30, 1995, such
statements and schedule having been audited by Coopers & Lybrand
L.L.P, independent accountants, have been furnished to the
Intermediate Fund. Such statements of assets and liabilities and
schedule fairly present the financial position of the Income Fund
as of September 30, 1995 and said statements of operations and
changes in net assets fairly reflect the results of its
operations and changes in net assets for the period covered
thereby in conformity with generally accepted accounting
principles.
(d) The prospectus and statement of additional information dated
February 1, 1995, previously furnished to the Intermediate Fund,
and any amendment or supplement thereto or any superseding
prospectus or statement of additional information in respect
thereof in effect prior to the Exchange Date, which will be
furnished to the Intermediate Fund (collectively, the "Income
Fund Prospectus") does not and will not, as of the relevant date<PAGE>
contain any untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to
make the statements therein not misleading; provided however,
that the Income Fund makes no representation or warranty as to
any information in the Income Fund Prospectus that does not
specifically relate to the Income Fund.
(e) There are no material legal, administrative or other
proceedings pending or, to the knowledge of the Income Fund,
threatened against the Income Fund which assert liability on the
part of the Income Fund.
(f) The Income Fund has no known liabilities of a material
nature, contingent or otherwise, other than those shown as
belonging to it on its statement of assets and liabilities as of
September 30, 1995 and those incurred in the ordinary course of
the Income Fund's business as an investment company since
September 30, 1995.
(g) No consent, approval, authorization or order of any court or
governmental authority is required for the consummation by the
Income Fund of the transactions contemplated by this Agreement,
except such as may be required under the Securities Act of 1933,
as amended (the "1933 Act"), the Securities Exchange Act of 1934,
as amended (the "1934 Act"), the 1940 Act, state securities or
blue sky laws (which term as used herein shall include the laws
of the District of Columbia and of Puerto Rico) or the Hart-
Scott-Rodino Antitrust Improvements Act of 1976 (the "H-S-R
Act").
(h) The registration statement (the "Registration Statement")
filed with the Securities and Exchange Commission (the
"Commission") by the Income Fund on Form N-14 relating to the
Merger Shares issuable hereunder, and the proxy statement of the
Intermediate Fund included therein (the "Proxy Statement"), on
the effective date of the Registration Statement (i) will comply
in all material respects with the provisions of the 1933 Act, the
1934 Act and the 1940 Act and the rules and regulations
thereunder and (ii) will not contain any untrue statement of a
material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading; and at the time of the shareholders' meeting referred
to in Section 7(a) and at the Exchange Date, the prospectus
contained in the Registration Statement of which the Proxy
Statement is a part (the "Prospectus"), as amended or
supplemented by any amendments or supplements filed or requested
to be filed with the Commission by the Intermediate Fund, will
not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary
to make the statements therein not misleading; provided, however,
that none of the representations and warranties in this
subsection shall apply to statements in or omissions from the
Registration Statement, the Prospectus or the Proxy Statement
made in reliance upon and in conformity with information
furnished by the Intermediate Fund for use in the Registration
Statement, the Prospectus or the Proxy Statement.
(i) There are no material contracts outstanding to which the
Income Fund is a party, other than as disclosed in the
Registration Statement, the Prospectus, or the Proxy Statement.
(j) All of the issued and outstanding shares of beneficial
interest of the Income Fund have been offered for sale and sold
in conformity with all applicable federal securities laws.
(k) The Income Fund is and will at all times through the Exchange
Date qualify for taxation as a "regulated investment company"
under Sections 851 and 852 of the Code.
(l) The issuance of the Merger Shares pursuant to this Agreement
will be in compliance with all applicable federal securities
laws.
(m) The Merger Shares to be issued to the Intermediate Fund have
been duly authorized and, when issued and delivered pursuant to
this Agreement, will be legally and validly issued and will be
fully paid and nonassessable by the Income Fund, and no
shareholder of the Income Fund will have any preemptive right of
subscription or purchase in respect thereof.
2. Representations and Warranties of the Intermediate Fund. The
Intermediate Fund represents and warrants to and agrees with the
Income Fund that:
(a) The Intermediate Fund is a business trust duly established
and validly existing under the laws of The Commonwealth of
Massachusetts, and has power to carry on its business as it is
now being conducted and to carry out this Agreement. The
Intermediate Fund is not required to qualify as a foreign
association in any jurisdiction. The Intermediate Fund has all
necessary federal, state and local authorizations to own all of
its properties and assets and to carry on its business as now
being conducted and to carry out this Agreement.
(b) The Intermediate Fund is registered under the 1940 Act as an
open-end management investment company, and such registration has
not been revoked or rescinded and is in full force and effect.
(c) A statement of assets and liabilities, statement of
operations, and statement of changes in net assets and schedule
of investments (indicating their market values) of the
Intermediate Fund for the fiscal year ended September 30 1995,
such statements and schedule having been audited by Coopers &
Lybrand L.L.P., independent accountants, will be furnished to the
Income Fund. Such statements of assets and liabilities and
schedule fairly present the financial position of the
Intermediate Fund as of September 30, 1995, and said statements
of operations and changes in net assets fairly reflect the
results of its operations and changes in financial position for
the periods covered thereby in conformity with generally accepted
accounting principles.
(d) The Prospectus and Statement of Additional Information dated
February 1, 1995 (the "Intermediate Fund Prospectus"), previously
furnished to the Income Fund, does not and will not contain as of
the relevant date any untrue statement of a material fact or omit
to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; provided
however, that the Intermediate Fund makes no representation or
warranty as to any information in the Intermediate Fund
Prospectus that does not specifically relate to the Intermediate
Fund.
(e) There are no material legal, administrative or other
proceedings pending or, to the knowledge of the Intermediate
Fund, threatened against the Intermediate Fund which assert
liability or may, if successfully prosecuted to their conclusion,
result in liability on the part of the Intermediate Fund, other
than as have been disclosed in the Prospectus.
(f) There are no material contracts outstanding to which the
Intermediate Fund is a party, other than as will be disclosed in
the Proxy Statement.
(g) The Intermediate Fund has no known liabilities of a material
nature, contingent or otherwise, other than those shown on the
Intermediate Fund's statement of assets and liabilities as of
September 30, 1995 referred to above and those incurred in the
ordinary course of the business of the Intermediate Fund as an
investment company since such date. Prior to the Exchange Date,
the Intermediate Fund will advise the Income Fund of all material
liabilities, contingent or otherwise, incurred by it subsequent
to September 30, 1995, whether or not incurred in the ordinary
course of business.
(h) As used in this Agreement, the term "Investments" shall mean
the Intermediate Fund's investments shown on the schedule of its
investments as of September 30, 1995 referred to in Section 2(c)
hereof, as supplemented with such changes as the Intermediate
Fund shall make, and changes resulting from stock dividends,
stock split-ups, mergers and similar corporate actions.
(i) The Intermediate Fund has filed or will file all federal and
state tax returns which, to the knowledge of the Intermediate
Fund's officers, are required to be filed by the Intermediate
Fund and has paid or will pay all federal and state taxes shown
to be due on said returns or on any assessments received by the
Intermediate Fund. All tax liabilities of the Intermediate Fund
have been adequately provided for on its books, and to the
knowledge of the Intermediate Fund, no tax deficiency or
liability of the Intermediate Fund has been asserted, and no
question with respect thereto has been raised, by the Internal
Revenue Service or by any state or local tax authority for taxes
in excess of those already paid.
(j) At both the Valuation Time and the Exchange Date, the
Intermediate Fund will have full right, power and authority to
sell, assign, transfer and deliver the Investments and any other
assets and liabilities of the Intermediate Fund to be transferred
to the Income Fund pursuant to this Agreement. At the Exchange
Date, subject only to the delivery of the Investments and any
such other assets and liabilities as contemplated by this
Agreement, the Income Fund will acquire the Investments and any
such other assets and liabilities subject to no encumbrances,
liens or security interests whatsoever and without any
restrictions upon the transfer thereof.
(k) No registration under the 1933 Act of any of the Investments
would be required if they were, as of the time of such transfer,
the subject of a public distribution by either of the Income Fund
or the Intermediate Fund, except as previously disclosed to the
Income Fund by the Intermediate Fund.
(l) No consent, approval, authorization or order of any court or
governmental authority is required for the consummation by the
Intermediate Fund of the transactions contemplated by this
Agreement, except such as may be required under the 1933 Act, the
1934 Act, the 1940 Act, state securities or blue sky laws or the
H-S-R Act.
(m) The Registration Statement, the Prospectus and the Proxy
Statement, on the Effective Date of the Registration Statement
and insofar as they do not relate to the Income Fund (i) will
comply in all material respects with the provisions of the 1933
Act, the 1934 Act and the 1940 Act and the rules and regulations
thereunder and (ii) will not contain any untrue statement of a
material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading; and at the time of the shareholders' meeting referred
to in Section 7(a) below and on the Exchange Date, the
Prospectus, as amended or supplemented by any amendments or
supplements filed or required to be filed with the Commission by
the Income Fund, will not contain any untrue statement of a
material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading; provided, however, that the representations and
warranties in this subsection shall apply only to statements of
fact relating to the Intermediate Fund contained in the
Registration Statement, the Prospectus or the Proxy Statement, or
omissions to state in any thereof a material fact relating to the
Intermediate Fund, as such Registration Statement, Prospectus and
Proxy Statement shall be furnished to the Intermediate Fund in
definitive form as soon as practicable following effectiveness of
the Registration Statement and before any public distribution of
the Prospectus or Proxy Statement.
(n) The Intermediate Fund is and will at all times through the
Exchange Date qualify for taxation as a "regulated investment
company" under Sections 851 and 852 of the Code.
(o) At the Exchange Date, the Intermediate Fund will have sold
such of its assets, if any, as necessary to assure that, after
giving effect to the acquisition of the assets of the
Intermediate Fund pursuant to this Agreement, the Income Fund
will remain in compliance with its mandatory investment
restrictions as are set forth in the Income Fund Prospectus
previously furnished to the Intermediate Fund.
3. Reorganization. (a) Subject to the requisite approval of the
shareholders of the Intermediate Fund and to the other terms and
conditions contained herein (including the Intermediate Fund's
obligation to distribute to its shareholders all of its
investment company taxable income and net capital gain as
described in Section 8(m) hereof), the Intermediate Fund agrees
to sell, assign, convey, transfer and deliver to the Income Fund,
and the Income Fund agrees to acquire from the Intermediate Fund,
on the Exchange Date all of the Investments and all of the cash
and other properties and assets of the Intermediate Fund, whether
accrued or contingent (including cash received by the
Intermediate Fund upon the liquidation by the Intermediate Fund
of any investments purchased by the Intermediate Fund after
September 30, 1995 and designated by the Income Fund as being
unsuitable for it to acquire), in exchange for that number of
Merger Shares provided for in Section 4 and the assumption by the
Income Fund of all of the liabilities of the Intermediate Fund,
whether accrued or contingent, existing at the Valuation Time.
Pursuant to this Agreement, the Intermediate Fund will, as soon
as practicable after the Exchange Date, distribute all of the
Class A and Class B Merger Shares received by it to the Class A
and Class B shareholders, respectively, of the Intermediate Fund,
in complete liquidation of the Intermediate Fund.
(b) The Intermediate Fund will pay or cause to be paid to the
Income Fund any interest, cash or such dividends, rights and
other payments received by it on or after the Exchange Date with
respect to the Investments and other properties and assets of the
Intermediate Fund, whether accrued or contingent, received by it
on or after the Exchange Date. Any such distribution shall be
deemed included in the assets transferred to the Income Fund at
the Exchange Date and shall not be separately valued unless the
securities in respect of which such distribution is made shall
have gone "ex" such distribution prior to the Valuation Time, in
which case any such distribution which remains unpaid at the
Exchange Date shall be included in the determination of the value
of the assets of the Intermediate Fund acquired by the Income
Fund.
(c) The Valuation Time shall be 4:00 p.m. Boston time on
May 5 , 1996 or such earlier or later day as may be
mutually agreed upon in writing by the parties hereto (the
"Valuation Time").
4. Exchange Date; Valuation Time. On the Exchange Date, the
Income Fund will deliver to the Intermediate Fund (i) a number of
full and fractional Class A Merger Shares having an aggregate net
asset value equal to the value of assets of the Intermediate Fund
attributable to Class A shares of the Intermediate Fund
transferred to the Income Fund on such date less the value of the
liabilities of the Intermediate Fund attributable to the Class A
shares of the Intermediate Fund assumed by the Income Fund on
that date, and (ii) a number of full and fractional Class B
Merger Shares having an aggregate net asset value equal to the
value of the assets of the Intermediate Fund attributable to
Class B shares of the Intermediate Fund transferred to the Income
Fund on such date less the value of the liabilities of the
Intermediate Fund attributable to Class B shares of the
Intermediate Fund assumed by the Income Fund on that date,
determined as hereafter provided in this Section 4.
(a) The net asset value of the Merger Shares to be delivered to
the Intermediate Fund, the value of the assets attributable to
the Class A and Class B shares of the Intermediate Fund and the
value of the liabilities attributable to the Class A and B shares
of the Intermediate Fund to be assumed by the Income Fund shall
in each case be determined as of the Valuation Time.
(b) The net asset value of the Class A and Class B Merger Shares
shall be computed in the manner set forth in the Income Fund
Prospectus. The value of the assets and liabilities of the Class
A and Class B shares of the Intermediate Fund shall be determined
by the Income Fund, in cooperation with the Intermediate Fund,
pursuant to procedures which the Income Fund would use in
determining the fair market value of the Income Fund's assets and
liabilities.
(c) No adjustment shall be made in the net asset value of either
the Intermediate Fund or the Income Fund to take into account
differences in realized and unrealized gains and losses.
(d) The Income Fund shall issue the Merger Shares to the
Intermediate Fund in two certificates registered in the name of
the Intermediate Fund, one for Class A Merger Shares and one for
Class B Merger Shares (excluding any fractional shares). The
Intermediate Fund shall distribute the Class A Merger Shares to
the Class A shareholders of the Intermediate Fund by redelivering
such certificates to the Income Fund's transfer agent which will
as soon as practicable set up open accounts for each Class A
Intermediate Fund shareholder in accordance with written
instructions furnished by the Intermediate Fund. The
Intermediate Fund shall distribute the Class B Merger Shares to
the Class B shareholders of the Intermediate Fund by redelivering
such certificates to the Income Fund's transfer agent which will
as soon as practicable set up open accounts for each Class B
Intermediate Fund shareholder in accordance with written
instructions furnished by the Intermediate Fund. With respect to
any Intermediate Fund shareholder holding share certificates as
of the Exchange Date, the Income Fund will not permit such
shareholder to receive dividends and other distributions on the
Merger Shares (although such dividends and other distributions
shall be credited to the account of such shareholder), receive
certificates representing the Merger Shares, exchange the Merger
Shares credited to such shareholder's account for shares of other
investment companies managed by Putnam Investment Management,
Inc. ("Putnam"), or pledge or redeem such Merger Shares until
notified by the Intermediate Fund or the shareholder's agent that
such shareholder has surrendered his or her outstanding
Intermediate Fund certificates or, in the event of lost, stolen,
or destroyed certificates, posted adequate bond. In the event
that a shareholder shall not be permitted to receive dividends
and other distributions on the Merger Shares as provided in the
preceding sentence, the Income Fund shall pay any such dividends
or distributions in additional Merger Shares, notwithstanding any
election such shareholder shall have made previously with respect
to the payment, in cash or otherwise, of dividends and
distributions on shares of the Intermediate Fund. The
Intermediate Fund will, at its expense, request the shareholders
of the Intermediate Fund to surrender their outstanding
Intermediate Fund certificates, or post adequate bond, as the
case may be.
(e) The Income Fund shall assume all liabilities of the
Intermediate Fund, whether accrued or contingent, in connection
with the acquisition of assets and subsequent dissolution of the
Intermediate Fund or otherwise.
<PAGE>
5. Expenses, Fees, etc. (a) All fees and expenses, including
legal and accounting expenses, portfolio transfer taxes (if any)
or other similar expenses incurred in connection with the
consummation by the Intermediate Fund and the Income Fund of the
transactions contemplated by this Agreement will be allocated
ratably between the Income Fund and the Intermediate Fund in
proportion to their net assets as of the Valuation Time, except
that (i) the costs of proxy materials and proxy solicitation will
be borne by the Intermediate Fund, and (ii) expenses which exceed
0.25% of the net assets of the Intermediate Fund which are
otherwise allocated under this subsection (a) to the Intermediate
Fund will be borne by Putnam Management; provided, however, that
such expenses will in any event be paid by the party directly
incurring such expenses if and to the extent that the payment by
the other party of such expenses would result in the
disqualification of the Income Fund or the Intermediate Fund, as
the case may be, as a "regulated investment company" within the
meaning of Section 851 of the Code.
(b) In the event the transactions contemplated by this Agreement
are not consummated by reason of the Income Fund's being either
unwilling or unable to go forward (other than by reason of the
nonfulfillment or failure of any condition to the Income Fund's
obligations referred to in Section 7(a) or Section 8) the Income
Fund shall pay directly all reasonable fees and expenses incurred
by the Intermediate Fund in connection with such transactions,
including, without limitation, legal, accounting and filing fees.
(c) In the event the transactions contemplated by this Agreement
are not consummated by reason of the Intermediate Fund's being
either unwilling or unable to go forward (other than by reason of
the nonfulfillment or failure of any condition to the
Intermediate Fund's obligations referred to in Section 7(a) or
Section 9) the Intermediate Fund shall pay directly all
reasonable fees and expenses incurred by the Income Fund in
connection with such transactions, including without limitation
legal, accounting and filing fees, except that expenses which
exceed 0.25% of the net assets of the Intermediate Fund which are
otherwise allocated to the Intermediate Fund under this
subsection (c) will be borne by Putnam Management.
(d) In the event the transactions contemplated by this Agreement
are not consummated for any reason other than (i) the Income
Fund's or the Intermediate Fund's being either unwilling or
unable to go forward or (ii) the nonfulfillment or failure of any
condition to the Income Fund's or the Intermediate Fund's
obligations referred to in Section 7(a), Section 8 or Section 9
of this Agreement, then each of the Income Fund and the
Intermediate Fund shall bear all of its own expenses incurred in
connection with such transactions, except that expenses which
exceed 0.25% of the net assets of the Intermediate Fund which are
otherwise allocated to the Intermediate Fund under this
subsection (d) will be borne by Putnam Management.
(e) Notwithstanding any other provisions of this Agreement, if
for any reason the transactions contemplated by this Agreement
are not consummated, no party shall be liable to the other party
for any damages resulting therefrom, including without limitation
consequential damages, except as specifically set forth above.
6. Exchange Date. Delivery of the assets of the Intermediate
Fund to be transferred, assumption of the liabilities of the
Intermediate Fund to be assumed and the delivery of the Merger
Shares to be issued shall be made at the offices of Ropes & Gray,
One International Place, Boston, Massachusetts, at 10:00 A.M. on
the next full business day following the Valuation Time, or at
such other time and date agreed to by the Income Fund and the
Intermediate Fund, the date and time upon which such delivery is
to take place being referred to herein as the "Exchange Date."
7. Meeting of Shareholders; Dissolution. (a) The Intermediate
Fund agrees to call a meeting of its shareholders as soon as is
practicable after the effective date of the Registration
Statement for the purpose of considering the sale of all of its
assets to and the assumption of all of its liabilities by the
Income Fund as herein provided, adopting this Agreement, and
authorizing the liquidation and dissolution of the Intermediate
Fund.
(b) The Intermediate Fund agrees that the liquidation and
dissolution of the Intermediate Fund will be effected in the
manner provided in the Agreement and Declaration of Trust of the
Intermediate Fund in accordance with applicable law and that on
and after the Exchange Date, the Intermediate Fund shall not
conduct any business except in connection with its liquidation
and dissolution.
(c) The Income Fund has, after the preparation and delivery to
the Income Fund by the Intermediate Fund of a preliminary version
of the Proxy Statement which was satisfactory to the Income Fund
and to Ropes & Gray for inclusion in the Registration Statement,
filed the Registration Statement with the Commission. Each of
the Intermediate Fund and the Income Fund has cooperated with the
other, and each has furnished to the other the information
relating to itself required by the 1933 Act, the 1934 Act and the
1940 Act and the rules and regulations thereunder set forth in
the Registration Statement, including the Prospectus and the
Proxy Statement.
8. Conditions to the Income Fund's Obligations. The obligations
of the Income Fund hereunder shall be subject to the following
conditions:
(a) That this Agreement shall have been adopted and the
transactions contemplated hereby shall have been approved by the
affirmative vote of the holders of at least two-thirds (66 2/3%)
of the outstanding shares of beneficial interest of the
Intermediate Fund entitled to vote.
(b) That the Intermediate Fund shall have furnished to the
Income Fund a statement of the Intermediate Fund's assets and
liabilities, with values determined as provided in Section 4 of
this Agreement, together with a list of Investments with their
respective tax costs, all as of the Valuation Time, certified on
the Intermediate Fund's behalf by the Intermediate Fund's
President (or any Vice President) and Treasurer, and a
certificate of both such officers, dated the Exchange Date, that
there has been no material adverse change in the financial
position of the Intermediate Fund since September 30, 1995 other
than changes in the Investments and other assets and properties
since that date or changes in the market value of the Investments
and other assets of the Intermediate Fund, or changes due to
dividends paid or losses from operations.
(c) That the Intermediate Fund shall have furnished to the
Income Fund a statement, dated the Exchange Date, signed on
behalf of the Intermediate Fund by the Intermediate Fund's
President (or any Vice President) and Treasurer certifying that
as of the Valuation Time and as of the Exchange Date all
representations and warranties of the Intermediate Fund made in
this Agreement are true and correct in all material respects as
if made at and as of such dates and the Intermediate Fund has
complied with all the agreements and satisfied all the conditions
on its part to be performed or satisfied at or prior to such
dates.
(d) That the Intermediate Fund shall have delivered to the
Income Fund a letter from Coopers & Lybrand L.L.P. dated the
Exchange Date stating that such firm has employed certain
procedures whereby it has obtained schedules of the tax
provisions and qualifying tests for regulated investment
companies as prepared by Putnam Fiduciary Trust Company ("PFTC")
for the fiscal year ended September 30, 1995 and for the fiscal
period from October 1, 1995 to the Exchange Date (the latter
period based on unaudited data) and that, in the course of such
procedures, nothing came to their attention which caused them to
believe that the Intermediate Fund would not qualify as a
regulated investment company for federal, state, or local income
tax purposes or for federal excise tax purposes under Section
4982 of the Code, for the period from October 1, 1995 to the
Exchange Date.
(e) That there shall not be any material litigation pending with
respect to the matters contemplated by this Agreement.
(f) That the Income Fund shall have received an opinion of Ropes
& Gray, in form satisfactory to the Income Fund and dated the
Exchange Date, to the effect that (i) the Intermediate Fund is a
business trust duly established and validly existing under the
laws of The Commonwealth of Massachusetts, and, to the knowledge
of such counsel, is not required to qualify to do business as a
foreign association in any jurisdiction, (ii) this Agreement has
been duly authorized, executed, and delivered by the Intermediate
Fund and, assuming that the Registration Statement, the
Prospectus and the Proxy Statement comply with the 1933 Act, the
1934 Act and the 1940 Act and assuming due authorization,
execution and delivery of this Agreement by the Income Fund, is a
valid and binding obligation of the Intermediate Fund, (iii) the
Intermediate Fund has power to sell, assign, convey, transfer and
deliver the assets contemplated hereby and, upon consummation of
the transactions contemplated hereby in accordance with the terms
of this Agreement, the Intermediate Fund will have duly sold,
assigned, conveyed, transferred and delivered such assets to the
Income Fund, (iv) the execution and delivery of this Agreement
did not, and the consummation of the transactions contemplated
hereby will not, violate the Intermediate Fund's Agreement and
Declaration of Trust, as amended, or any provision of any
agreement known to such counsel to which the Intermediate Fund is
a party or by which it is bound, and (v) no consent, approval,
authorization or order of any court or governmental authority is
required for the consummation by the Intermediate Fund of the
transactions contemplated hereby, except such as have been
obtained under the 1933 Act, the 1934 Act and the 1940 Act and
such as may be required under state securities or blue sky laws
and the H-S-R Act, it being understood that with respect to
investment restrictions as contained in the Intermediate Fund's
Agreement and Declaration of Trust, Bylaws or then-current
Registration Statement, such counsel may rely upon a certificate
of an officer of the Intermediate Fund's whose responsibility it
is to advise the Intermediate Fund with respect to such matters.
(g) That the Income Fund shall have received an opinion of Ropes
& Gray, in form satisfactory to the Income Fund, with respect to
the matters specified in Section 9(f) of this Agreement, and such
other matters as the Income Fund may reasonably deem necessary or
desirable.
(h) That the Income Fund shall have received an opinion of Ropes
& Gray dated the Exchange Date (which opinion would be based upon
certain factual representations and subject to certain
qualifications), to the effect that, on the basis of the existing
provisions of the Code, current administrative rules and court
decisions, for federal income tax purposes: (i) no gain or loss
will be recognized by the Income Fund upon receipt of the
Investments transferred to the Income Fund pursuant to this
Agreement in exchange for the Merger Shares, (ii) the basis to
the Income Fund of the Investments will be the same as the basis
of the Investments in the hands of the Intermediate Fund
immediately prior to such exchange, and (iii) the Income Fund's
holding periods with respect to the Investments will include the
respective periods for which the Investments were held by the
Intermediate Fund.
(i) That the assets of the Intermediate Fund to be acquired by
the Income Fund will include no assets which the Income Fund, by
reason of charter limitations or of investment restrictions
disclosed in the Income Fund Prospectus in effect on the Exchange
Date, may not properly acquire.
(j) That the Registration Statement shall have become effective
under the 1933 Act, and no stop order suspending such
effectiveness shall have been instituted or, to the knowledge of
the Income Fund, threatened by the Commission.
(k) That the Income Fund shall have received from the
Commission, any relevant state securities administrator, the
Federal Trade Commission (the "FTC") and the Department of
Justice (the "Department") such order or orders as Ropes & Gray
deems reasonably necessary or desirable under the 1933 Act, the
1934 Act, the 1940 Act, any applicable state securities or blue
sky laws and the H-S-R Act in connection with the transactions
contemplated hereby, and that all such orders shall be in full
force and effect.
(l) That all proceedings taken by the Intermediate Fund in
connection with the transactions contemplated by this Agreement
and all documents incidental thereto shall be satisfactory in
form and substance to the Income Fund and Ropes & Gray.
(m) That, prior to the Exchange Date, the Intermediate Fund
shall have declared a dividend or dividends which, together with
all previous such dividends, shall have the effect of
distributing to the shareholders of the Intermediate Fund all of
the Intermediate Fund's investment company taxable income for its
taxable years ending on or after September 30, 1995 and on or
prior to the Exchange Date (computed without regard to any
deduction for dividends paid), and all of its net capital gain
realized in each of its taxable years ending on or after
September 30, 1995 and on or prior to the Exchange Date.
<PAGE>
(n) That the Intermediate Fund shall have furnished to the
Income Fund a certificate, signed by the President (or any Vice
President) and the Treasurer of the Intermediate Fund, as to the
tax cost to the Intermediate Fund of the securities delivered to
the Income Fund pursuant to this Agreement, together with any
such other evidence as to such tax cost as the Income Fund may
reasonably request.
(o) That the Intermediate Fund's custodian shall have delivered
to the Income Fund a certificate identifying all of the assets of
the Intermediate Fund held by such custodian as of the Valuation
Time.
(p) That the Intermediate Fund's transfer agent shall have
provided to the Income Fund (i) the originals or true copies of
all of the records of the Intermediate Fund in the possession of
such transfer agent as of the Exchange Date, (ii) a certificate
setting forth the number of shares of the Intermediate Fund
outstanding as of the Valuation Time, and (iii) the name and
address of each holder of record of any such shares and the
number of shares held of record by each such shareholder.
(q) That all of the issued and outstanding shares of beneficial
interest of the Intermediate Fund shall have been offered for
sale and sold in conformity with all applicable state securities
or blue sky laws and, to the extent that any audit of the records
of the Intermediate Fund or its transfer agent by the Income Fund
or its agents shall have revealed otherwise, either (i) the
Intermediate Fund shall have taken all actions that in the
opinion of the Income Fund or its counsel are necessary to remedy
any prior failure on the part of the Intermediate Fund to have
offered for sale and sold such shares in conformity with such
laws or (ii) the Intermediate Fund shall have furnished (or
caused to be furnished) surety, or deposited (or caused to be
deposited) assets in escrow, for the benefit of the Income Fund
in amounts sufficient and upon terms satisfactory, in the opinion
of the Income Fund or its counsel, to indemnify the Income Fund
against any expense, loss, claim, damage or liability whatsoever
that may be asserted or threatened by reason of such failure on
the part of the Intermediate Fund to have offered and sold such
shares in conformity with such laws.
(r) That the Income Fund shall have received from Coopers &
Lybrand L.L.P. a letter addressed to the Income Fund dated as of
the Exchange Date satisfactory in form and substance to the
Income Fund to the effect that, on the basis of limited
procedures agreed upon by the Income Fund and described in such
letter (but not an examination in accordance with generally
accepted auditing standards), as of the Valuation Time the value
of the assets of the Intermediate Fund to be exchanged for the
Merger Shares has been determined in accordance with the
provisions of the Income Fund's Agreement and Declaration of
Trust, pursuant to the procedures customarily utilized by the
Income Fund in valuing its assets and issuing its shares.
(s) That the Intermediate Fund shall have executed and delivered
to the Income Fund an instrument of transfer dated as of the
Exchange Date pursuant to which the Intermediate Fund will
assign, transfer and convey all of the assets and other property
to the Income Fund at the Valuation Time in connection with the
transactions contemplated by this Agreement.
9. Conditions to the Intermediate Fund's Obligations. The
obligations of the Intermediate Fund hereunder shall be subject
to the following conditions:
(a) That this Agreement shall have been adopted and the
transactions contemplated hereby shall have been approved by the
affirmative vote of the holders of at least two-thirds (66 2/3%)
of the outstanding shares of beneficial interest of the
Intermediate Fund entitled to vote.
(b) That the Income Fund shall have furnished to the
Intermediate Fund a statement of the Income Fund's net assets,
together with a list of portfolio holdings with values determined
as provided in Section 4, all as of the Valuation Time, certified
by the Income Fund's President (or any Vice President) and
Treasurer (or any Assistant Treasurer), and a certificate of both
such officers, dated the Exchange Date, to the effect that as of
the Valuation Time and as of the Exchange Date there has been no
material adverse change in the financial position of the Income
Fund since September 30, 1995, other than changes in its
portfolio securities since that date, changes in the market value
of its portfolio securities, changes due to net redemptions,
dividends paid or losses from operations.
(c) That the Income Fund shall have executed and delivered to
the Intermediate Fund an Assumption of Liabilities dated as of
the Exchange Date pursuant to which the Income Fund will assume
all of the liabilities of the Intermediate Fund existing at the
Valuation Time in connection with the transactions contemplated
by this Agreement.
(d) That the Income Fund shall have furnished to the
Intermediate Fund a statement, dated the Exchange Date, signed on
behalf of the Income Fund by the Income Fund's President (or any
Vice President) and Treasurer (or any Assistant Treasurer)
certifying that as of the Valuation Time and as of the Exchange
Date all representations and warranties of the Income Fund made
in this Agreement are true and correct in all material respects<PAGE>
as if made at and as of such dates, and that the Income Fund has
complied with all of the agreements and satisfied all of the
conditions on its part to be performed or satisfied at or prior
to each of such dates.
(e) That there shall not be any material litigation pending or
threatened with respect to the matters by this Agreement.
(f) That the Intermediate Fund shall have received an opinion of
Ropes & Gray, in form satisfactory to the Intermediate Fund and
dated the Exchange Date, to the effect that (i) the Income Fund
is a business trust duly established and validly existing in
conformity with the laws of The Commonwealth of Massachusetts,
and, to the knowledge of such counsel, is not required to qualify
to do business as a foreign association in any jurisdiction
except as may be required by state securities or blue sky laws,
(ii) the Merger Shares to be delivered to the Intermediate Fund
as provided for by this Agreement are duly authorized and upon
such delivery will be validly issued and will be fully paid and
nonassessable by the Income Fund and no shareholder of the Income
Fund has any preemptive right to subscription or purchase in
respect thereof, (iii) this Agreement has been duly authorized,
executed and delivered by the Income Fund and, assuming that the
Prospectus, the Registration Statement and the Proxy Statement
comply with the 1933 Act, the 1934 Act and the 1940 Act and
assuming due authorization, execution and delivery of this
Agreement by Intermediate Fund, is a valid and binding obligation
of the Income Fund, (iv) the execution and delivery of this
Agreement did not, and the consummation of the transactions
contemplated hereby will not, violate the Income Fund's Agreement
and Declaration of Trust, as amended, or By-laws, or any
provision of any agreement known to such counsel to which the
Income Fund is a party or by which it is bound, it being
understood that with respect to investment restrictions as
contained in the Income Fund's Agreement and Declaration of
Trust, as amended, By-Laws or then-current prospectus or
statement of additional information, such counsel may rely upon a
certificate of an officer of the Income Fund whose responsibility
it is to advise the Income Fund with respect to such matters, (v)
no consent, approval, authorization or order of any court or
governmental authority is required for the consummation by the
Income Fund of the transactions contemplated herein, except such
as have been obtained under the 1933 Act, the 1934 Act and the
1940 Act and such as may be required under state securities or
blue sky laws, and (vi) the Registration Statement has become
effective under the 1933 Act, and to the best of the knowledge of
such counsel, no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for
that purpose have been instituted or are pending or contemplated
under the 1933 Act.
<PAGE>
(g) That the Intermediate Fund shall have received an opinion of
Ropes & Gray dated the Exchange Date (which opinion would be
based upon certain factual representations and subject to certain
qualifications), to the effect that, on the basis of the existing
provisions of the Code, current administrative rules and court
decisions, for federal income tax purposes: (i) no gain or loss
will be recognized by the Intermediate Fund or its shareholders
upon the transfer of the Investments to the Income Fund and the
assumption by the Income Fund of the liabilities of the
Intermediate Fund, or upon the distribution of the Merger Shares
by the Intermediate Fund to its shareholders, pursuant to this
Agreement, (ii) the basis of the Merger Shares an Intermediate
Fund shareholder receives in connection with the transaction will
be the same as the basis of his or her Intermediate Fund shares
exchanged therefor, and (iii) an Intermediate Fund shareholder's
holding period for his or her Merger Shares will be determined by
including the period for which he or she held the Intermediate
Fund shares exchanged therefor.
(h) That all proceedings taken by or on behalf of the Income
Fund in connection with the transactions contemplated by this
Agreement and all documents incidental thereto shall be
satisfactory in form and substance to the Intermediate Fund and
Ropes & Gray.
(i) That the Registration Statement shall have become effective
under the 1933 Act, and no stop order suspending such
effectiveness shall have been instituted or, to the knowledge of
the Income Fund, threatened by the Commission.
(j) That the Intermediate Fund shall have received from the
Commission, any relevant state securities administrator, the FTC
and the Department such order or orders as Ropes & Gray deems
reasonably necessary or desirable under the 1933 Act, the 1934
Act, the 1940 Act, any applicable state securities or blue sky
laws and the H-S-R Act in connection with the transactions
contemplated hereby, and that all such orders shall be in full
force and effect.
10. Indemnification. (a) The Intermediate Fund will indemnify
and hold harmless, out of the assets of the Intermediate Fund but
no other assets, the Income Fund, its trustees and its officers
(for purposes of this subparagraph, the "Indemnified Parties")
against any and all expenses, losses, claims, damages and
liabilities at any time imposed upon or reasonably incurred by
any one or more of the Indemnified Parties in connection with,
arising out of, or resulting from any claim, action, suit or
proceeding in which any one or more of the Indemnified Parties
may be involved or with which any one or more of the Indemnified
Parties may be threatened by reason of any untrue statement or
alleged untrue statement of a material fact relating to the
Intermediate Fund contained in the Registration Statement, the
Prospectus or the Proxy Statement or any amendment or supplement
to any of the foregoing, or arising out of or based upon the
omission or alleged omission to state in any of the foregoing a
material fact relating to the Intermediate Fund required to be
stated therein or necessary to make the statements relating to
the Intermediate Fund therein not misleading, including, without
limitation, any amounts paid by any one or more of the
Indemnified Parties in a reasonable compromise or settlement of
any such claim, action, suit or proceeding, or threatened claim,
action, suit or proceeding made with the consent of the
Intermediate Fund. The Indemnified Parties will notify the
Intermediate Fund in writing within ten days after the receipt by
any one or more of the Indemnified Parties of any notice of legal
process or any suit brought against or claim made against such
Indemnified Party as to any matters covered by this Section
10(a). The Intermediate Fund shall be entitled to participate at
its own expense in the defense of any claim, action, suit or
proceeding covered by this Section 10(a), or, if it so elects, to
assume at its expense by counsel satisfactory to the Indemnified
Parties the defense of any such claim, action, suit or
proceeding, and if the Intermediate Fund elects to assume such
defense, the Indemnified Parties shall be entitled to participate
in the defense of any such claim, action, suit or proceeding at
their expense. The Intermediate Fund's obligation under this
Section 10(a) to indemnify and hold harmless the Indemnified
Parties shall constitute a guarantee of payment so that the
Intermediate Fund will pay in the first instance any expenses,
losses, claims, damages and liabilities required to be paid by it
under this Section 10(a) without the necessity of the Indemnified
Parties' first paying the same.
(b) The Income Fund will indemnify and hold harmless, out of the
assets of the Income Fund but no other assets, the Intermediate
Fund, its trustees and its officers (for purposes of this
subparagraph, the "Indemnified Parties") against any and all
expenses, losses, claims, damages and liabilities at any time
imposed upon or reasonably incurred by any one or more of the
Indemnified Parties in connection with, arising out of, or
resulting from any claim, action, suit or proceeding in which any
one or more of the Indemnified Parties may be involved or with
which any one or more of the Indemnified Parties may be
threatened by reason of any untrue statement or alleged untrue
statement of a material fact relating to the Income Fund
contained in the Registration Statement, the Prospectus or the
Proxy Statement, or any amendment or supplement to any thereof,
or arising out of, or based upon, the omission or alleged
omission to state in any of the foregoing a material fact
relating to the Income Fund required to be stated therein or
necessary to make the statements relating to the Income Fund
therein not misleading, including without limitation any amounts
paid by any one or more of the Indemnified Parties in a
reasonable compromise or settlement of any such claim, action,
suit or proceeding, or threatened claim, action, suit or
proceeding made with the consent of the Income Fund. The
Indemnified Parties will notify the Income Fund in writing within
ten days after the receipt by any one or more of the Indemnified
Parties of any notice of legal process or any suit brought
against or claim made against such Indemnified Party as to any
matters covered by this Section 10(b). The Income Fund shall be
entitled to participate at its own expense in the defense of any
claim, action, suit or proceeding covered by this Section 10(b),
or, if it so elects, to assume at its expense by counsel
satisfactory to the Indemnified Parties the defense of any such
claim, action, suit or proceeding, and, if the Income Fund elects
to assume such defense, the Indemnified Parties shall be entitled
to participate in the defense of any such claim, action, suit or
proceeding at their own expense. The Income Fund's obligation
under this Section 10(b) to indemnify and hold harmless the
Indemnified Parties shall constitute a guarantee of payment so
that the Income Fund will pay in the first instance any expenses,
losses, claims, damages and liabilities required to be paid by it
under this Section 10(b) without the necessity of the Indemnified
Parties' first paying the same.
11. No Broker, etc. Each of the Intermediate Fund and the
Income Fund represents that there is no person who has dealt with
it who by reason of such dealings is entitled to any broker's or
finder's or other similar fee or commission arising out of the
transactions contemplated by this Agreement.
12. Termination. The Intermediate Fund and the Income Fund may,
by mutual consent of their trustees, terminate this Agreement,
and the Intermediate Fund or the Income Fund, after consultation
with counsel and by consent of their trustees or an officer
authorized by such trustees, may waive any condition to their
respective obligations hereunder. If the transactions
contemplated by this Agreement have not been substantially
completed by September 30, 1996, this Agreement shall
automatically terminate on that date unless a later date is
agreed to by the Intermediate Fund and the Income Fund.
13. Rule 145. Pursuant to Rule 145 under the 1933 Act, the
Income Fund will, in connection with the issuance of any Merger
Shares to any person who at the time of the transaction
contemplated hereby is deemed to be an affiliate of a party to
the transaction pursuant to Rule 145(c), cause to be affixed upon
the certificates issued to such person (if any) a legend as
follows:
"THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
SOLD OR OTHERWISE TRANSFERRED EXCEPT TO PUTNAM
TAX EXEMPT INCOME FUND OR ITS PRINCIPAL
UNDERWRITER UNLESS (i) A REGISTRATION STATEMENT
WITH RESPECT THERETO IS EFFECTIVE UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR (ii) IN THE
OPINION OF COUNSEL REASONABLY SATISFACTORY TO
PUTNAM TAX EXEMPT INCOME FUND SUCH REGISTRATION IS
NOT REQUIRED."
and, further, the Income Fund will issue stop transfer
instructions to the Income Fund's transfer agent with respect to
such shares. The Intermediate Fund will provide the Income Fund
on the Exchange Date with the name of any Intermediate Fund
shareholder who is to the knowledge of the Intermediate Fund an
affiliate of the Intermediate Fund on such date.
14. Covenants, etc. Deemed Material. All covenants, agreements,
representations and warranties made under this Agreement and any
certificates delivered pursuant to this Agreement shall be deemed
to have been material and relied upon by each of the parties,
notwithstanding any investigation made by them or on their
behalf.
15. Sole Agreement; Amendments. This Agreement supersedes all
previous correspondence and oral communications between the
parties regarding the subject matter hereof, constitutes the only
understanding with respect to such subject matter, may not be
changed except by a letter of agreement signed by each party
hereto, and shall be construed in accordance with and governed by
the laws of The Commonwealth of Massachusetts.
16. Agreement and Declaration of Trust. Copies of the
Agreements and Declarations of Trust of the Intermediate Fund and
the Income Fund are on file with the Secretary of State of The
Commonwealth of Massachusetts, and notice is hereby given that
this instrument is executed by the Trustees of the each Fund, as
Trustees and not individually and that the obligations of this
instrument are not binding upon any of the Trustees or officers
of each Fund or shareholders of the Intermediate Fund or the
Income Fund individually but are binding only upon the assets and
property of the Intermediate Fund and the Income Fund,
respectively.
<PAGE>
This Agreement may be executed in any number of counterparts,
each of which, when executed and delivered, shall be deemed to be
an original.
PUTNAM TAX EXEMPT INCOME FUND
By:/s/ Charles E. Porter
___________________________
Charles E. Porter
Executive Vice President
PUTNAM INTERMEDIATE TAX EXEMPT
FUND
By: Charles E. Porter
___________________________
Charles E. Porter
Executive Vice President
PUTNAM INVESTMENT MANAGEMENT, INC.
By: Gordon H. Silver
----------------------------------
Gordon H. Silver
Senior Managing Director<PAGE>
PUTNAMINVESTMENTS
The Putnam Funds
One Post Office Square
Boston, Massachusetts 02109
Toll-free 1-800-225-1581
<PAGE>
PUTNAM INVESTMENTS (LOGO)
This is your PROXY CARD.
Please vote this proxy, sign it below, and return it promptly in
the envelope provided.
Your vote is important.
PLEASE FOLD AT PERFORATION BEFORE DETACHING
- -----------------------------------------------------------------
Proxy for a meeting of shareholders, May 2, 1996, for Putnam
Intermediate Tax Exempt Fund.
This proxy is solicited on behalf of the Trustees of Putnam
Intermediate Tax Exempt Fund
The undersigned shareholder hereby appoints George Putnam, Hans
H. Estin, and Robert E. Patterson, and each of them separately,
proxies, with power of substitution, and hereby authorizes them
to represent and to vote, as designated below, at the meeting of
shareholders of Putnam Intermediate Tax Exempt Fund on May 2,
1996, at 2:00 p.m., Boston time, and at any adjournments thereof,
all of the shares of the Fund that the undersigned
shareholder would be entitled to vote if personally present.
PLEASE BE SURE TO SIGN AND DATE
THIS PROXY.
Please sign your name exactly as it appears on this card. If you
are a joint owner, each of you 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 the partnership name.
----------------------------------
Shareholder sign here Date
-------- -----------------------
Co-owner sign here Date<PAGE>
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 ballot and return it with your signed
proxy in the enclosed envelope.
- -----------------------------------------------------------------
Street
- -----------------------------------------------------------------
City State Zip
- -----------------------------------------------------------------
Telephone
DO YOU HAVE ANY COMMENTS?
- -----------------------------------------------------------------
- -----------------------------------------------------------------
DEAR SHAREHOLDER:
Your vote is important. Please help us to eliminate the expense
of follow-up mailings by signing and returning this proxy as soon
as possible. A postage-paid envelope is enclosed for your
convenience.
THANK YOU!
- -----------------------------------------------------------------
PLEASE FOLD AT PE RFORATION BEFORE DETACHING
<PAGE>
If you complete and sign the proxy, we'll vote it exactly as you
tell us. If you simply sign the proxy, it will be voted FOR
Proposal 1. The Proxies will also be authorized to vote upon
such other matters that may come before the meeting.
THE TRUSTEES RECOMMEND A VOTE FOR THE PROPOSAL LISTED BELOW:
Please mark your choices X in blue or black ink.
1. Approval of the Agreement and Plan of Reorganization
providing for the transfer of all of the assets of Putnam
Intermediate Tax Exempt Fund (the "Fund") to Putnam Tax
Exempt Income Fund (the "Income Fund") in exchange for
shares of the Income Fund and the assumption by the Income
Fund of all of the liabilities of the Fund, and the
distribution of such shares to the shareholders of the Fund
in liquidation of the Fund.
FOR AGAINST ABSTAIN
[box] [box] [box]
Note: If you have questions on the proposal, please call 1-800-
225-1581.<PAGE>
PUTNAM TAX EXEMPT INCOME FUND
FORM N-14
PART B
STATEMENT OF ADDITIONAL INFORMATION
February 26, 1996
This Statement of Additional Information contains material which
may be of interest to investors but which is not included in the
Prospectus/Proxy Statement (the "Prospectus") of Putnam Tax
Exempt Income Fund (the "Income Fund") dated February 26 ,
1996 relating to the sale of all or substantially all of the
assets of Putnam Intermediate Tax Exempt Fund (the "Intermediate
Fund") to the Income Fund. The Income Fund's Statement of
Additional Information dated February 1, 1996 , and the
Intermediate Fund's Statement of Additional Information dated
February 1, 1996 , have been filed with the Securities and
Exchange Commission and are incorporated herein by reference.
This Statement is not a Prospectus and is authorized for
distribution only when it accompanies or follows delivery of the
Prospectus. This Statement should be read in conjunction with
the Prospectus. Investors may obtain a free copy of the
Prospectus or either or both of the Statements of Additional
Information by writing Putnam Investor Services, One Post Office
Square, Boston, MA 02109 or by calling 1-800-225-1581.
INDEPENDENT ACCOUNTANTS AND FINANCIAL STATEMENTS
Coopers & Lybrand L.L.P. are the independent accountants for the
Intermediate Fund and the Income Fund, providing audit services,
tax return review and other tax consulting services and
assistance and consultation in connection with the review of
various Securities and Exchange Commission filings for the Funds.
The following documents are incorporated by reference into this
Statement of Additional Information: (1) the Report of
Independent Accountants and financial statements included in the
Intermediate Fund's Annual Report for the fiscal year ended
September 30, 1995, filed electronically on November 30, 1995
(File No. 811-7151), and (ii) the Report of Independent
Accountants and financial statements included in the Income
Fund's Annual Report for the fiscal year ended September 30,
1995, filed electronically on December 1, 1995 (File No. 811-
2675). The audited financial statements incorporated by
reference into the Prospectus/Proxy Statement and this Statement
of Additional Information have been so included and incorporated
in reliance upon the reports of Coopers & Lybrand L.L.P., given
on their authority as experts in auditing and accounting.
