PUTNAM NEW YORK TAX EXEMPT INCOME TRUST, 485B24E, 1995-02-01

PUTNAM NEW YORK TAX EXEMPT INCOME TRUST
485B24E, 1995-02-01

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As filed with the Securities and Exchange Commission on
February 1, 1995
- -----------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM N-1A
----
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / X /
---- -
----
Pre-Effective Amendment No. / /
---- -
----
Post-Effective Amendment No. 16 / X /
and ----
----
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY / X /
ACT OF 1940 ----

Amendment No. 17 ----
/ X /
(Check appropriate box or boxes) ----
---------------
PUTNAM NEW YORK TAX EXEMPT INCOME TRUST
Registration No. 2-83909
811-3741
(Exact name of registrant as specified in charter)
----
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / X /
----
----
Pre-Effective Amendment No. / /
----
----
Post-Effective Amendment No. 5 / X /
and ----
----
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY / X /
ACT OF 1940 ----
----
Amendment No. 6 / X /
(Check appropriate box or boxes) ----
---------------
PUTNAM NEW YORK TAX EXEMPT OPPORTUNITIES FUND
Registration No. 33-37001
811-6176
(Exact name of registrant as specified in charter)
<PAGE>
----
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / X /
----
----
Pre-Effective Amendment No. / /
----
----
Post-Effective Amendment No. 9 / X /
and ----
----
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY / X /
ACT OF 1940 ----
----
Amendment No. 9 / X /
(Check appropriate box or boxes) ----
---------------
PUTNAM NEW YORK TAX EXEMPT MONEY MARKET FUND
Registration No. 33-17344
811-5335
(Exact name of registrant as specified in charter)

---------------
One Post Office Square, Boston, Massachusetts 02109
(Address of principal executive offices)

Registrants' Telephone Number, including Area Code (617)
292-1000
---------------

It is proposed that this filing will become effective
(check appropriate box)
----
/ / immediately upon filing pursuant to paragraph (b)
- ----
----
/ X / on February 1, 1995 pursuant to
paragraph (b)
- ----
----
/ / 60 days after filing pursuant to paragraph
(a) (1)
- ----
----
/ / on (date) pursuant to paragraph (a) (1)
- ----
----
/ / 75 days after filing pursuant to paragraph (a)(2)
- ----
----
/ / on (date) pursuant to paragraph (a)(2) of rule 485.
- ----
If appropriate, check the following box:
----
/ / this post-effective amendment designates a new
- ---- effective date for a previously filed post-
effective amendment.
<PAGE>
--------------
JOHN R. VERANI, Vice President
Putnam New York Tax Exempt Income Trust
Putnam New York Tax Exempt Opportunties Fund
Putnam New York Tax Exempt Money Market Fund
One Post Office Square
Boston, Massachusetts 02109
(Name and address of agent for service)
---------------
Copy to:
JOHN W. GERSTMAYR, Esquire
ROPES & GRAY
One International Place
Boston, Massachusetts 02110

Each Registrant has registered an indefinite number or
amount of securities under the Securities Act of 1933 pursuant to
Rule 24f-2. A Rule 24f-2 notice for Putnam New
York Tax Exempt Opportunities Fund for the fiscal year
ended September 30, 1994 was filed on November 29, 1994. Rule
24f-2 notices for Putnam New York Tax Exempt Income Trust and
Putnam New York Tax Exempt Money Market Fund for the fiscal year
ended November 30, 1994 wwere filed on January 27,
1995 .

PUTNAM NEW YORK TAX EXEMPT INCOME FUND
CALCULATION OF REGISTRATION FEE

- ---------------------------------------------------------------- ---------------- ---
- ------
- ----------------------------------------------------------------------------- ------
- ------
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities being price per offering registration
being registeredregistered unit* price** fee
----------------------------------------------------------------------------- ------
- ------
<C> <C> <C> <C> <C>
Shares of Beneficial
Interest 11,010,883 shs. $8.82 $290,000
$100.00
------------ ------------ -------------------------------------------------
- ----------------
- -----------------------------------------------------------------------------------------

* Based on offering price per share on January 27, 1995.
** Calculated pursuant to Rule 24e - 2 under the Investment Company Act of
1940.
The total amount of securities redeemed or repurchased during the
Registrant's
previous fiscal year was 61,705,084 shares,
50,727,080 of which
have been used
for reductions pursuant to Rule 24e - 2(a) or Rule
24f - 2(c)
under said Act in the
current fiscal year, and 10,978,004 of which are being used for such
reduction
in this Amendment.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

PUTNAM NEW YORK TAX EXEMPT MONEY MARKET FUND
CALCULATION OF REGISTRATION FEE

- -----------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities being price per offering registration
being registeredregistered unit* price** fee
- -----------------------------------------------------------------------------------------
<C> <C> <C> <C> <C>
Shares of Beneficial
Interest 25,943,909 shs. $1.00 $290,000 $100.00
- -----------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------

* Based on offering price per share.
** Calculated pursuant to Rule 24e-2 under the Investment Company Act of 1940.
The total amount of securities redeemed or repurchased during the Registrant's
previous fiscal year was 292,772,548 shares, 267,118,639 of which have been used
for reductions pursuant to Rule 24e-2(a) or Rule 24f-2(c) under said Act in the
current fiscal year, and 25,653,909 of which are being used for such reduction
in this Amendment.
</TABLE>
<PAGE>
PUTNAM NEW YORK TAX EXEMPT INCOME TRUST
PUTNAM NEW YORK TAX EXEMPT OPPORTUNITIES FUND
PUTNAM NEW YORK TAX EXEMPT MONEY MARKET FUND

CROSS REFERENCE SHEET

(as required by Rule 481(a))

PART A

N - 1A ITEM NO. LOCATION

1. Cover
Page. .......................... Cover Page

2.
Synopsis. ............................
Expenses summary

3. Condensed Financial
Information. .... . Financial
highlights ; How
performance is
shown

4. General Description of
Registrant. ... Objectives; How
objectives are
pursued; Organization
and history

5. Management of the
Fund. ............. . Expenses summary; How
the Funds are
managed; About
Putnam Investments,
Inc.

5A . Management's
Discussion of Fund
Performance....................... (Contained in the
Annual Reports
of the Registrants)

6. Capital Stock and
Other
Securities. .................... Cover Page;
Organization
and history; How
distributions
are made; tax
information

7. Purchase of Securities
Being Offered. .......................
How to buy shares; Distribution Plans; How to sell
shares; How to exchange shares; How each Fund
values its shares
<PAGE>
8. Redemption or
Repurchase. ........... . How to buy
shares , How
to sell
shares; How to
exchange shares;
Organization
and history

9. Pending Legal
Proceedings. ........... Not Applicable

PART B

N - 1A ITEM NO. LOCATION

10. Cover
Page. ......................... Cover Page

11. Table of
Contents. .................. Cover Page

12. General Information and
History. .... Organization and
history (Part
A)

13. Investment Objectives and
Policies. . How objectives are
pursued (Part
A); Investment
Restrictions
of the Funds;
Miscellaneous
Investment
Practices

14. Management of the
Registrant. ....... Management of the
Fund
(Trustees;
Officers); Additional
Officers of
the Funds

15. Control Persons and
Principal Holders of
Securities. ... . Management of the
Fund
(Trustees
;
Officers); Fund
Charges and
Expenses (Ownership of
Fund Shares)

16. Investment Advisory
and
Other
Services. ..................... Management of the Fund
(Trustees;
Officers; The
Management Contract;
Principal
Underwriter ;
Investor Servicing
Agent and
Custodian) ;
Fund Charges
and Expenses;
Distribution
Plan ;
Independent
Accountants and
Financial
Statements
<PAGE>
17. Brokerage
Allocation. ............... Management of the Fund
(Portfolio
Transactions);
Fund Charges and
Expenses

18. Capital Stock and
Other
Securities. ................... Organization and
history (Part
A); How distributions
are made; tax
information
(Part A);
Suspension of
Redemptions

19. Purchase, Redemption and Pricing
of Securities Being
Offered. ........ How to buy shares
(Part A); How
to sell shares (Part
A); How to
exchange shares (Part
A); How to Buy
Shares;
Determination of Net
Asset Value;
Suspension of
Redemptions

20. Tax
Status. ........................ . How distributions are
made; tax
information (Part A);
Taxes

21.
Underwriters. .......................
Management of the Fund (Principal Underwriter);
Fund Charges and Expenses

22. Calculation of Performance
Data. .... How performance is
shown (Part A);
Investment
Performance of
the Funds; Standard
Performance
Measures

23. Financial
Statements. ............... Independent
Accountants
and Financial
Statements

PART C

Information required to be included in Part C is set forth
under the appropriate Item, so numbered, in Part C of the
Registration Statement.
<PAGE>

PROSPECTUS
FEBRUARY 1, 1995

PUTNAM NEW YORK TAX EXEMPT INCOME FUND
CLASS A, B AND M SHARES
PUTNAM NEW YORK INTERMEDIATE TAX EXEMPT FUND
CLASS A AND B SHARES
PUTNAM NEW YORK TAX EXEMPT OPPORTUNITIES FUND
CLASS A, B AND M SHARES
PUTNAM NEW YORK TAX EXEMPT MONEY MARKET FUND

INVESTMENT STRATEGY: TAX-FREE

This Prospectus explains concisely what you should know before
investing in Putnam New York Tax Exempt Income Fund (the
"Income Fund"), Putnam New York Tax Exempt Opportunities Fund
(the "Opportunities Fund"), Putnam New York Intermediate Tax
Exempt Fund (the "Intermediate Fund") and Putnam New York Tax
Exempt Money Market Fund (the "Money Market Fund") (collectively,
the "Funds"). The Income Fund and the Intermediate Fund are
separate portfolios of Putnam New York Tax Exempt Income Trust
(the "Trust") . Please read it carefully and keep it for
future reference. You can find more detailed information about
each Fund in the February 1, 1995 Statement
of Additional Information, as amended from time to time. For a
free copy of the Statement or other information , call
Putnam Investor Services at 1-800-225-1581. The Statement has
been filed with the Securities and Exchange Commission and is
incorporated into this Prospectus by reference.

An investment in the Money Market Fund is neither insured nor
guaranteed by the U.S. government. There can be no assurance
that the Money Market Fund will be able to maintain a stable net
asset value of $1.00 per share.

Each Fund invests primarily in a portfolio of New York Tax Exempt
Securities, which may include securities of issuers other than
New York and its political subdivisions.
<PAGE>
THESE SECURITIES 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 THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

SHARES OF THE FUNDS 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.

BOSTON * LONDON * TOKYO
<PAGE>

ABOUT THE FUNDS

Expenses summary 3
............................................................
Financial highlights 8
............................................................
Objectives 13
............................................................
How objectives are pursued 13
.........................................................
...
Risk Factors 20
............................................................
How performance is shown 27
............................................................
How the Funds are managed 28
............................................................
Organization and history 29

ABOUT YOUR INVESTMENT

Alternative sales arrangements
31
............................................................
How to buy shares 32
............................................................
Distribution Plans 39
............................................................
How to sell shares 42
............................................................
How to exchange shares 45
............................................................
How each Fund values its shares 46
............................................................
How distributions are made; tax information 47

ABOUT PUTNAM INVESTMENTS, INC. 50

Securities Ratings 50
<PAGE>
ABOUT THE FUNDS

EXPENSES SUMMARY

Expenses are one of several factors to consider when investing in
a Fund. The following tables summarize your maximum
transaction costs from investing in a Fund and
expenses incurred by each Fund based on its most recent
fiscal years except that expenses for the Intermediate Fund
are estimated for its first full fiscal year. The Examples
show the cumulative expenses attributable to a hypothetical
$1,000 investment over specified periods.

INCOME FUND

CLASS A CLASS B CLASS M
SHARES SHARES SHARES
SHAREHOLDER TRANSACTION
EXPENSES

Maximum Sales Charge
Imposed on Purchases
(as a percentage of
offering price) 4.75% NONE* 3.25%*

Deferred Sales Charge 5.0% in the first
(as a percentage year, declining
of the lower of to 1.0% in the
original purchase sixth year, and
price or redemption eliminated
proceeds) NONE** thereafter NONE

ANNUAL FUND OPERATING EXPENSES
(as a percentage of average
net assets)

Management Fees 0.48% 0.47% 0.48%
12b-1 Fees 0.20% 0.85% 0.50%
Other Expenses 0.07% 0.07% 0.07%
Total Fund Operating
Expenses 0.75% 1.39% 1.05%
<PAGE>
OPPORTUNITIES FUND

CLASS A CLASS B CLASS M
SHARES SHARES SHARES
SHAREHOLDER TRANSACTION
EXPENSES

Maximum Sales Charge
Imposed on Purchases
(as a percentage of
offering price) 4.75% NONE* 3.25%*

ANNUAL FUND OPERATING EXPENSES
(as a percentage of average
net assets)

Management Fees 0.65% 0.65% 0.65%
12b-1 Fees 0.20% 0.85% 0.50%
Other Expenses 0.13% 0.13% 0.13%
Total Fund Operating
Expenses 0.98% 1.63% 1.28%
<PAGE>
INTERMEDIATE FUND

CLASS A CLASS B
SHARES SHARES

SHAREHOLDER TRANSACTION EXPENSES

Maximum Sales Charge Imposed
on Purchases (as a percentage
of offering price) 3.25% NONE*

3.0% in the
first
year, declining
Deferred Sales Charge (as a to 1.0% in the
percentage of the lower of fourth year,
and
original purchase price or eliminated
redemption proceeds) NONE** thereafter

ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)

Management Fees
(after expense limitation) 0.26% 0.26%
12b-1 Fees 0.15% 0.75%
Other Expenses 0.44% 0.44%
Total Fund Operating Expenses
(after expense limitation) 0.85% 1.45%
<PAGE>
MONEY MARKET FUND

SHAREHOLDER TRANSACTION EXPENSES

Maximum Sales Charge Imposed on Purchases
(as a percentage of offering price) NONE

Deferred Sales Charge (as a
percentage of the lower
of the original purchase
price or redemption proceeds) NONE

ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)

Management Fees 0.45%
12b-1 Fees NONE
Other Expenses 0.32%
Total Fund Operating Expenses 0.77%

The tables are provided to help you understand the expenses of
investing in a Fund and your share of the operating expenses
which the Income Fund, Opportunities Fund and Money Market Fund
incurs and the Intermediate Fund expects to incur during its
first fiscal year. For the Income Fund's and the Opportunities
Fund's Class M shares, and the Opportunities Fund's Class B
shares, 12b-1 fees reflect the amount to which the Trustees
currently limit payments under the relevant Distribution Plan,
and management fees and "Other expenses" are based on the
operating expenses for each Fund's Class A shares. For the
Intermediate Fund, in the absence of the expense limitation,
estimated management fees would be 0.60% for Class A and Class B
shares and estimated total Fund operating expenses would be 1.19%
for Class A shares and 1.79% for Class B shares. The
Intermediate Fund's 12b-1 fees reflect the amount to which the
Trustees currently limit payments under the Fund's Class A and
Class B Distribution Plans, and "Other expenses" are based on
estimated expenses for the first full fiscal year.
<PAGE>
EXAMPLES

Your investment of $1,000 would incur the following expenses,
assuming 5% annual return and redemption at the end of each
period:

1 3 5 10
year years years years

INCOME FUND

CLASS A $55 $70 $87 $136
CLASS B $64 $74 $96 $150 ***
CLASS M $43 $65 $89 $157

OPPORTUNITIES FUND

CLASS A $57 $77 $99 $162
CLASS B $67 $81 $109 $176 ***
CLASS M $48 $74 $103 $184

INTERMEDIATE FUND

CLASS A $41 $59 $78 $134
CLASS B $45 $66 $79 $157 ***

MONEY MARKET FUND

$8 $25 $43 $85

Your investment of $1,000 would incur the following expenses,
assuming 5% annual return but no redemption:

1 3 5 10
year years years years

INCOME FUND

CLASS A $55 $70 $87 $136
CLASS B $14 $44 $76 $150 ***
CLASS M $43 $65 $89 $157

OPPORTUNITIES FUND

CLASS A $57 $77 $99 $162
CLASS B $17 $51 $89 $176 ***
CLASS M $48 $74 $103 $184
<PAGE>
INTERMEDIATE FUND

CLASS A $41 $59 $78 $134
CLASS B $15 $46 $79 $157 ***

MONEY MARKET FUND

$8 $25 $43 $85

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 has varied.

* The higher 12b-1 fees borne by Class B and Class M
shares may cause long-term shareholders to pay more than
the economic equivalent of the maximum permitted front-end
sales charge on Class A shares .

** 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. See "How to buy shares--
Class A shares."

*** Reflects conversion of Class B shares to Class A shares
(which pay lower ongoing expenses) approximately eight years
after purchase. See "How to buy shares - - The Income,
Opportunities and Intermediate Funds-- Class B shares -
-Conversion of Class B shares."

FINANCIAL HIGHLIGHTS

The tables on the following pages present per share
financial information for the Funds. No Class M shares of
the Income Fund or the Opportunities Fund were outstanding
during these periods . This information has been audited and
reported on by each Fund's independent accountants. The
Report of Independent Accountants and financial statements
included in each Fund's Annual Report to shareholders for
the 1994 fiscal year are incorporated by reference into
this Prospectus. Each Fund's Annual Report, which
contains additional unaudited performance information, is
available without charge upon request.

Financial highlights
(For a share outstanding throughout the period)
<PAGE>
(The tables appear on page 8a-8d)

PUTNAM NEW YORK TAX EXEMPT INCOME FUND
FINANCIAL HIGHLIGHTS*
(FOR A SHARE OUTSTANDING THROUGHOUT THE YEAR)
<TABLE>
<CAPTION>

FOR THE PERIOD
JANUARY 4, 1993
(COMMENCEMENT
YEAR ENDED OF OPERATIONS) TO
NOVEMBER 30 NOVEMBER 30
1994 1993 1994 1993 1992 1991

CLASS B CLASS A

NET ASSET VALUE, BEGINNING OF PERIOD $9.37 $8.95 $9.38 $8.98
$8.75 $8.34

INVESTMENT OPERATIONS
NET INVESTMENT INCOME .46 .40 .53 .53 .57 .58

NET REALIZED AND UNREALIZED
GAIN (LOSS) ON INVESTMENTS (1.24) .42 (1.24) .52 .32 .42

TOTAL FROM INVESTMENT OPERATIONS (.78) .82 (.71) 1.05 .89
1.00

LESS DISTRIBUTIONS FROM:
FROM NET INVESTMENT INCOME (.46) (.40) (.51) (.53) (.58) (.59)

FROM NET REALIZED GAIN ON INVESTMENTS (.05) -- (.05) (.10)
(.08) --

IN EXCESS OF NET REALIZED GAIN
ON INVESTMENTS (.06) -- (.06) (.02) -- ---

TOTAL DISTRIBUTIONS (.57) (.40) (.62) (.65) (.66) (.59)

NET ASSET VALUE, END OF PERIOD $8.02 $9.37 $8.05 $9.38 $8.98
$8.75

TOTAL INVESTMENT RETURN AT
NET ASSET VALUE (%) (A) (8.75) 9.25(B) (8.02) 12.02 10.60 12.44

NET ASSETS, END OF PERIOD (IN
THOUSANDS) $173,213 $146,665 $1,901,901 $2,280,604 $1,960,500
$1,659,383

RATIO OF EXPENSES TO AVERAGE
NET ASSETS (%) 1.39 1.28(B) .75 .76 .66 .63

RATIO OF NET INVESTMENT INCOME
TO AVERAGE NET ASSETS (%) 5.16 4.29(B) 5.82 5.67 6.44 6.84

PORTFOLIO TURNOVER (%) 47.56 26.60 47.56 26.60 20.13 49.91

/TABLE
<PAGE>

<PAGE>
<TABLE>
<CAPTION>
TWO TEN
MONTHS YEAR YEAR MONTHS
ENDED ENDED ENDED ENDED
YEAR ENDED NOVEMBER 30 NOV.
30 SEPT. 30SEPT.
30 SEPT. 30
1990 1989 1988 1987 1987 1986 1985

CLASS A
<S> <C> <C> <C> <C> <C> <C>
<C>

NET ASSET VALUE, BEGINNING OF

PERIOD $8.61 $8.33 $7.99 $7.76 $8.56 $7.57 $7.10
$7.11

INVESTMENT OPERATIONS
NET INVESTMENT INCOME .58 .60 .61 .11 .60 .65 .56
.65

NET REALIZED AND UNREALIZED

GAIN (LOSS) ON INVESTMENTS (.23) .27 .39 .22 (.72) .99
.47 (.01)

TOTAL FROM INVESTMENT OPERATIONS .35 .87 1.00 .33 (.12)
1.64 1.03 .64

LESS DISTRIBUTIONS FROM:

FROM NET INVESTMENT INCOME (.56) (.59) (.60) (.10) (.61) (.65)
(.56) (.65)

FROM NET REALIZED GAIN ON INVESTMENTS (.06) -- (.06) --
(.07) -- -- --

IN EXCESS OF NET REALIZED GAIN

ON INVESTMENTS -- --- -- -- -- -- --

TOTAL DISTRIBUTIONS (.62) (.59) (.66) (.10) (.68) (.65) (.56)

NET ASSET VALUE, END OF PERIOD $8.34 $8.61 $8.33 $7.99 $7.76
$8.56 $7.57

TOTAL INVESTMENT RETURN AT

NET ASSET VALUE (%) (A) 4.37 10.77 12.99 25.41(B) (1.76) 22.41
14.72(B)

NET ASSETS, END OF PERIOD (IN
THOUSANDS) $1,416,555 $1,313,050 $1,063,650 $958,201 $950,417
$701,799 $397,735

RATIO OF EXPENSES TO AVERAGE
NET ASSETS (%) .56 .57 .54 .08(B) .55 .56 .53(B)

RATIO OF NET INVESTMENT INCOME

TO AVERAGE NET ASSETS 6.96 6.94 7.34 1.33(B) 7.08 7.81
7.23

PORTFOLIO TURNOVER 17.22 42.87 31.91 12.90(B) 43.28 50.45
58.95(B)

* THE TABLE HAS BEEN RESTATED TO REFLECT A 3-FOR-1 SHARE SPLIT, CLASS A
SHARES
ONLY, DECLARED BY THE FUND TO SHAREHOLDERS OF RECORD ON OCTOBER 27,
1989
PAYABLE ON OCTOBER 28, 1989.

(A) TOTAL INVESTMENT RETURN ASSUMES DIVIDEND REINVESTMENT AND DOES NOT
REFLECT
THE EFFECT OF SALES CHARGES.

(B) NOT ANNUALIZED.
</TABLE>

<PAGE>
PUTNAM NEW YORK TAX EXEMPT INTERMEDIATE FUND
FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)
<TABLE>
<CAPTION>
FOR THE PERIOD FOR THE PERIOD
JUNE 8, 1994 JUNE 8, 1994
(COMMENCEMENT (COMMENCEMENT
OF OPERATIONS) TO OF OPERATIONS) TO
NOVEMBER 30 NOVEMBER 30

1994 1994

CLASS A CLASS B

<S> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $ 8.50 $ 8.50

INVESTMENT OPERATIONS:
NET INVESTMENT INCOME (C) .22 .20

NET REALIZED AND UNREALIZED
LOSS ON INVESTMENTS (.73) (.74)

TOTAL FROM INVESTMENT OPERATIONS (.51) (.54)

LESS DISTRIBUTIONS:
FROM NET INVESTMENT INCOME (.22) (.20)

TOTAL DISTRIBUTIONS (.22) (.20)

NET ASSET VALUE, END OF PERIOD$ 7.77 $ 7.76

TOTAL INVESTMENT RETURN AT
NET ASSET VALUE (%)(A)
(6.07)(B) (6.45)(B)

NET ASSETS, END OF PERIOD (IN THOUSANDS) $
1,474 $ 1,137

RATIO OF EXPENSES TO AVERAGE
NET ASSETS (%)(C) .17(B)(D) .46(B)

RATIO OF NET INVESTMENT INCOME TO
AVERAGE NET ASSETS (%)(C) 2.67(B)(D) 2.27(B)

PORTFOLIO TURNOVER (%) 104.64(B) 104.64(B)

<FN>
(A) TOTAL INVESTMENT RETURN ASSUMES DIVIDEND REINVESTMENT AND
DOES NOT REFLECT THE EFFECT OF SALES CHARGES.
(B) NOT ANNUALIZED.
(C) REFLECTS AN EXPENSE LIMITATION IN EFFECT DURING THE PERIOD.
AS A RESULT OF SUCH LIMITATION, EXPENSES FOR THE PERIOD ENDED
NOVEMBER 30, 1994 REFLECT A REDUCTION OF $0.01 PER SHARE FOR
CLASS A AND CLASS B SHARES.
(D) EXPENSES REFLECT REDUCTION FROM CUSTODIAN INTEREST CREDITS.
/TABLE
<PAGE>
PUTNAM NEW YORK TAX EXEMPT OPPORTUNITIES FUND
FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)

FEBRUARY 1, 1994
(COMMENCEMENT
OF OPERATIONS) TO
SEPTEMBER 30
1994 1994
CLASS B CLASS A
<S> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $ 9.07 $9.12

INVESTMENT OPERATIONS
NET INVESTMENT INCOME .32 .54

NET REALIZED AND UNREALIZED

GAIN ON INVESTMENTS (.60) (.62)

TOTAL FROM INVESTMENT OPERATIONS (.28) (.08)

LESS DISTRIBUTIONS:

FROM NET INVESTMENT INCOME (.31) (.54)

IN EXCESS OF NET INVESTMENT INCOME --

NET REALIZED GAIN ON INVESTMENTS -- (.02)

TOTAL DISTRIBUTIONS (.31) (.56)

NET ASSET VALUE, END OF PERIOD $8.48 $8.48

TOTAL INVESTMENT RETURN AT

NET ASSET VALUE (%) (B) (3.06)(C) (0.89)

NET ASSETS, END OF PERIOD (IN THOUSANDS) $8,622 $175,741

RATIO OF EXPENSES TO AVERAGE

NET ASSETS (%) 1.05(C)(D) .98

RATIO OF NET INVESTMENT INCOME

TO AVERAGE NET ASSETS (%) 3.39(C)(D) 6.22

PORTFOLIO TURNOVER (%) 13.85 13.85

</TABLE>

<TABLE>
<CAPTION>
FOR THE PERIOD
NOVEMBER 7, 1990
(COMMENCEMENT
OF OPERATIONS) TO
YEAR ENDED SEPTEMBER 30
SEPTEMBER 30
1993 1992 1991

CLASS A

<S> <C> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD $8.86 $8.67
$8.50

INVESTMENT OPERATIONS
NET INVESTMENT INCOME .57 .63(A) .58(A)

NET REALIZED AND UNREALIZED
GAIN ON IINVESTMENTS .27 .19 .17

TOTAL FROM INVESTMENT OPERATIONS .84 .82
.75

LESS DISTRIBUTIONS:
FROM NET INVESTMENT INCOME (.57) (.63) (.58)

IN EXCESS OF NET INVESTMENT INCOME (.01) -- --

NET REALIZED GAIN ON INVESTMENTS -- -- --

TOTAL DISTRIBUTIONS (.58) (.63) (.58)

NET ASSET VALUE, END OF PERIOD $9.12 $8.86
$8.67

TOTAL INVESTMENT RETURN AT
NET ASSET VALUE (%) (B) 9.80 9.89 9.16(C)

NET ASSETS, END OF PERIOD (IN THOUSANDS) $170,533 $108,609
$30,864

RATIO OF EXPENSES TO AVERAGE
NET ASSETS (%) 1.02 .91(A) .64(A)(C)

RATIO OF NET INVESTMENT INCOME
TO AVERAGE NET ASSETS (%) 6.32 7.04(A)
6.73(A)(C)

PORTFOLIO TURNOVER (%) 17.68 11.56 5.74(C)

(A) REFLECTS AN EXPENSE LIMITATION. AS A RESULT, EXPENSES OF THE FUND FOR
THE
YEAR ENDED SEPTEMBER 30, 1992 AND THE PERIOD ENDED SEPTEMBER 30, 1991
REFLECT REDUCTIONS OF APPROXIMATELY $0.02 AND$0.07 PER SHARE,
RESPECTIVELY.

(B) TOTAL INVESTMENT RETURN ASSUMES DIVIDEND REINVESTMENT AND DOES NOT
REFLECT
THE EFFECT OF SALES CHARGES.

(D) EXPENSES REFLECT REDUCTION FROM CUSTODIAN INTEREST CREDITS.<PAGE>
PUTNAM NEW YORK TAX EXEMPT MONEY MARKET FUND
</TABLE>
<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)

YEAR ENDED NOVEMBER 30

<C> <C <C>
<S> 1994 1993 1992
NET ASSET VALUE, BEGINNING OF PERIOD $1.00 $1.00 $1.00
INVESTMENT OPERATIONS
NET INVESTMENT INCOME .0188 .0165 .0259(A)
NET REALIZED GAIN ON INVESTMENTS -- .0001 --
TOTAL FROM INVESTMENT OPERATIONS $.0188 $.0166 $.0259
LESS DISTRIBUTIONS FROM:
NET INVESTMENT INCOME (.0188) (.0165) (.0259)
NET REALIZED GAIN ON INVESTMENTS -- (.0001) --
TOTAL DISTRIBUTIONS (.0188) (.0166) (.0259)
NET ASSET VALUE, END OF PERIOD $1.00 $1.00 $1.00
TOTAL INVESTMENT RETURN AT NET ASSET
VALUE (%)(B) 1.90 1.67 2.62
NET ASSETS, END OF PERIOD (IN THOUSANDS) $44,815 $50,473 $57,705
RATIO OF EXPENSES TO AVERAGE NET ASSETS (%) .77(D) .91
.78(A)
RATIO OF NET INVESTMENT INCOME TO AVERAGE
NET ASSETS (%) 1.86(D) 1.69 2.59(A)
/TABLE
<PAGE>
<TABLE>
<CAPTION>
YEAR ENDED NOVEMBER 30 FOR THE PERIOD
OCTOBER 26, 1987
(COMMENCEMENT OF
OPERATIONS) TO
NOVEMBER 30

<C> <C> <C> <C> <C>
1991 1990 1989 1988 1987
$1.00 $1.00 $1.00 $1.00 $1.00
.0399(A) .0497(A) .0530(A) .0436(A) .0041(A)
-- -- -- -- --
$.0399 $.0497 $.0530 $.0436 $.0041
(.0399) (.0497) (.0530) (.0436) (.0041)
-- -- -- -- --
(.0399) (.0497) (.0530) (.0436) (.0041)
$1.00 $1.00 $1.00 $1.00 $1.00

4.07 5.09 5.44 4.46 0.41(C)
$64,286 $63,671 $51,113 $34,432 $3,953
.80(A) .67(A) .67(A) .64(A) .05(A)(C)

3.96(A) 4.95(A) 5.31(A) 4.34(A) .47(A)(C)

<FN>
(A) REFLECTS AN EXPENSE LIMITATION AND, DURING THE YEAR ENDED NOVEMBER
30, 1988 AND THE PERIOD ENDED NOVEMBER 30, 1987,
A WAIVER OF DISTRIBUTION FEES IN EFFECT DURING THE PERIOD. AS A RESULT OF
SUCH LIMITATIONS, EXPENSES OF THE FUND FOR THE
YEARS ENDED NOVEMBER 30, 1992, 1991, 1990, 1989, 1988 AND FOR THE PERIOD
ENDED NOVEMBER 30, 1987 REFLECT REDUCTIONS OF
$0.0024, $0.0034, $0.0043, $0.0048, $0.0061 AND $0.0015 PER SHARE,
RESPECTIVELY.

(B) TOTAL INVESTMENT RETURN ASSUMES DIVIDEND REINVESTMENT.

(D) EXPENSES REFLECT REDUCTION FROM CUSTODIAN INTEREST CREDITS.
/TABLE
<PAGE>
OBJECTIVES

The Income, Intermediate and Money Market Funds
seek as high a level of current income exempt from federal
income tax and New York State and City personal income taxes as
Putnam Investment Management , Inc. ("Putnam
Management") believes is consistent with preservation of
capital and, in the case of the Money Market Fund, with
maintenance of liquidity and stability of principal. The
Opportunities Fund seeks high current income exempt from federal
income tax and New York State and City personal income taxes .
Under current law, to the extent distributions by the Funds are
derived from interest on New York Tax Exempt Securities (which
are described below) and are designated as such, they will
be exempt from federal income tax and New York State and City
personal income taxes. None of the Funds are intended to
be a complete investment program, and there is no assurance that
any Fund will achieve its objective.

HOW OBJECTIVES ARE PURSUED

BASIC INVESTMENT STRATEGY

EACH FUND SEEKS ITS OBJECTIVE BY INVESTING PRIMARILY IN A
PORTFOLIO OF NEW YORK TAX EXEMPT SECURITIES (AS DEFINED BELOW).
The Funds have separate investment policies involving differing
levels of yield and risk.

THE INCOME FUND

PUTNAM NEW YORK TAX EXEMPT INCOME FUND, A DIVERSIFIED FUND, SEEKS
ITS OBJECTIVE BY INVESTING PRIMARILY IN LONGER-TERM NEW YORK TAX
EXEMPT SECURITIES (AS DEFINED BELOW). It is a fundamental policy
of the Income Fund that 90% of the Income Fund's investment
income distributions will be exempt from federal income tax and
New York State and City personal income taxes, except during
times of adverse market conditions when more than 10% of the
Income Fund's investment income distributions could be subject to
federal income tax and/or New York State and City personal income
taxes. For temporary or liquidity purposes, the Income Fund may
also invest in taxable obligations, provided that not more than
10% of the Income Fund's investment income distributions are
subject to federal income tax and/or New York State and City
personal income taxes (except during adverse market conditions).
The Income Fund may also hold its assets in cash or money market
instruments. The Income Fund's investments in New York Tax
Exempt Securities and taxable obligations will be limited to
securities rated at the time of purchase not lower than the five
highest grades assigned by Moody's Investors Service, Inc.
("Moody's") (Aaa, Aa, A, Baa or Ba) and Standard & Poor's
Corporation ("Standard & Poor's") (AAA, AA, A, BBB or BB), or
unrated securities which Putnam Management determines are of
comparable quality. The Income Fund will not
purchase a New York Tax Exempt Security rated both Ba by
Moody's and BB by Standard & Poor's or, if unrated, determined
by Putnam Management to be of comparable quality, if, as a
result, more than 25% of the Fund's total assets would be of that
quality. For rating services' descriptions of the five highest
grades of debt securities and other rating information see
"Securities Ratings." For more detailed information about the
risks of investing in lower-rated securities, see "Risk Factors"
below. During fiscal 1994 , all of the Income Fund's
distributions from net investment income were exempt from federal
income tax and New York State and City personal income taxes.
However, distributions from capital gains were taxable.

Putnam Management may take full advantage of the entire range of
New York Tax Exempt Securities and may adjust the average
maturity of the Income Fund's portfolio from time to time
depending on its assessment of relative yields on securities of
different maturities and its expectations of future changes in
interest rates.

THE INTERMEDIATE FUND

PUTNAM NEW YORK INTERMEDIATE TAX EXEMPT FUND, A NON-DIVERSIFIED
FUND, SEEKS ITS OBJECTIVE BY INVESTING PRIMARILY IN INTERMEDIATE-
TERM NEW YORK TAX EXEMPT SECURITIES. It is a fundamental policy
of the Intermediate Fund to invest at least 80% of its net assets
in New York Tax Exempt Securities, except when it is investing
for temporary defensive purposes. The Intermediate Fund may also
hold its assets in cash or money market instruments. The
Intermediate Fund's investments in New York Tax Exempt Securities
and taxable obligations will be limited to securities rated at
the time of purchase not lower than the five highest grades
assigned by Moody's (Aaa, Aa, A, Baa or Ba), Standard & Poor's
(AAA, AA, A, BBB or BB) and Fitch Investors Service, Inc.
("Fitch") (AAA, AA, A, BBB and BB), or unrated securities which
Putnam Management determines are of comparable quality. The
Intermediate Fund will not purchase a New York Tax
Exempt Security rated Ba by Moody's, BB by Standard & Poor's or
BB by Fitch or, if unrated, determined by Putnam Management
to be of comparable quality, if, as a result, more than 25% of
the Fund's total assets would be of that quality. For rating
services' descriptions of the five highest grades of debt
securities and other rating information see "Securities Ratings."
For more detailed information about the risks of investing in
lower-rated securities, see "Risk Factors" below .

Under normal market conditions, the Intermediate Fund expects to
maintain a portfolio of New York Tax Exempt Securities with an
intermediate-term dollar-weighted average maturity (i.e., six to
ten years). Subject to the foregoing limitations, Putnam
Management will adjust the average maturity of the investments
held in the portfolio from time to time, depending on its
assessment of relative yields and risks of securities of
different maturities and its expectations of future changes in
interest rates.

THE OPPORTUNITIES FUND

PUTNAM NEW YORK TAX EXEMPT OPPORTUNITIES FUND, A NON-DIVERSIFIED
FUND, SEEKS ITS OBJECTIVE BY INVESTING IN A PORTFOLIO OF NEW YORK
TAX EXEMPT SECURITIES WHICH PUTNAM MANAGEMENT BELIEVES DOES NOT
INVOLVE UNDUE RISK TO INCOME OR PRINCIPAL. THE FUND IS DESIGNED
FOR INVESTORS WILLING TO ASSUME ADDITIONAL RISK IN RETURN FOR THE
OPPORTUNITY TO EARN ABOVE-AVERAGE TAX-EXEMPT INCOME. It is a
fundamental policy of the Fund that under normal circumstances at
least 80% of the Fund's net assets will be invested in New York
Tax Exempt Securities. The Fund may hold a portion of its assets
in cash or money market instruments.

The Fund will invest at least a majority of its assets in
securities considered to be "investment grade." Such securities
will be rated at the time of purchase at least Baa by Moody's or
BBB by Standard & Poor's, or will be unrated securities which
Putnam Management determines are of comparable quality. The Fund
may invest the balance of its assets in high yielding lower-rated
securities that at the time of purchase are rated at least B by
Moody's or Standard & Poor's or in unrated securities that Putnam
Management determines are of comparable quality. Securities in
these lower rating categories are considered to be of poor
standing and predominantly speculative. For more detailed
information about the risks associated with investing in lower-
rated securities, see "Risk factors" below. For rating services'
descriptions of tax-exempt securities and other rating
information see "Securities Ratings."

THE MONEY MARKET FUND

PUTNAM NEW YORK TAX EXEMPT MONEY MARKET FUND, A NON-DIVERSIFIED
FUND, FOLLOWS THE FUNDAMENTAL POLICY THAT 90% OF THE FUND'S
INVESTMENT INCOME DISTRIBUTIONS NORMALLY WILL BE EXEMPT FROM
FEDERAL INCOME TAX AND NEW YORK STATE AND CITY PERSONAL INCOME
TAXES. Subject to this limitation, the Money Market Fund may
also invest in high quality taxable money market instruments of
the type described under "Alternative investment strategies"
below.

The Money Market Fund will invest in only the following New York
Tax Exempt Securities: (i) municipal notes rated at least MIG-2
by Moody's; (ii) municipal bonds rated Aa or better by Moody's or
AA or better by Standard & Poor's; (iii) municipal securities
backed by the U.S. government; (iv) short-term discount notes
(tax-exempt commercial paper) rated at least Prime-2 by Moody's
or A-2 by Standard & Poor's; (v) participation interests in any
of the foregoing; and (vi) unrated securities or new types of
tax-exempt instruments which become available in the future if
the Money Market Fund's Trustees determine they are of a quality
comparable to those mentioned above. In connection with the
purchase of New York Tax Exempt Securities, the Money Market Fund
may acquire stand-by commitments, which give the Money Market
Fund the right to resell the security to the dealer at a
specified price. Stand-by commitments may provide additional
liquidity for the Money Market Fund but are subject to the risk
that the dealer may fail to meet its obligations. The Money
Market Fund does not generally expect to pay additional
consideration for stand-by commitments nor to assign any value to
them.

THE MONEY MARKET FUND FOLLOWS INVESTMENT AND VALUATION POLICIES
DESIGNED TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.
There can be no assurance that the Fund will be able to maintain
a stable net asset value of $1.00 per share. The Money Market
Fund will invest in New York Tax Exempt Securities maturing in
397 days or less from the time of investment and will maintain a
dollar-weighted average portfolio maturity of 90 days or less.
The Money Market Fund may invest in variable or floating-rate New
York Tax Exempt Securities which bear interest at rates subject
to periodic adjustment or which provide for periodic recovery of
principal on demand. Under certain conditions, these securities
may be deemed to have remaining maturities equal to the time
remaining until the next interest adjustment date or the date on
which principal can be recovered on demand.

Considerations of liquidity and preservation of capital mean that
the Money Market Fund may not necessarily invest in New York Tax
Exempt Securities paying the highest available yield at a
particular time. Consistent with its investment objective, the
Money Market Fund will attempt to maximize yields by portfolio
trading and by buying and selling portfolio investments in
anticipation of or in response to changing economic and money
market conditions and trends. The Money Market Fund will also
invest to take advantage of what Putnam Management believes to be
temporary disparities in yields of different segments of the
market for New York Tax Exempt Securities or among particular
instruments within the same segment of the market. These
policies, as well as the relatively short maturity of obligations
purchased by the Money Market Fund, may result in frequent
changes in the Money Market Fund's portfolio. Portfolio turnover
may give rise to taxable gains. The Money Market Fund does not
usually pay brokerage commissions in connection with the purchase
of portfolio securities. See "Portfolio transactions - Brokerage
and research services" in the Statement of Additional Information
for a discussion of underwriters' commissions and dealers'
spreads involved in the purchase and sale of portfolio
securities.
<PAGE>
The portfolio of the Money Market Fund will be affected by
general changes in interest rates resulting in increases or
decreases in the value of the obligations held by the Money
Market Fund. Although the Money Market Fund's investment
policies are designed to minimize these changes and to maintain a
net asset value of $1.00 per share, there is no assurance that
these policies will be successful. Withdrawals by shareholders
could require the sale of portfolio investments at a time when
such a sale might not otherwise be desirable.

ALTERNATIVE INVESTMENT STRATEGIES

At times Putnam Management may judge that conditions in the
markets for New York Tax Exempt Securities make pursuing a Fund's
basic investment strategy inconsistent with the best interests of
its shareholders. At such times Putnam Management may
temporarily use alternative investment strategies.

In implementing these "defensive" strategies, the Income,
Intermediate and Opportunities Funds may invest without limit in
taxable obligations, such as obligations of the U.S. government,
its agencies or instrumentalities; other debt securities rated
within the four highest grades by either Moody's, Standard &
Poor's or, with regard to the Intermediate Fund, Fitch;
commercial paper rated in the highest grade by such rating
service (Prime-1 or A-1+, respectively); certificates of deposit
and bankers' acceptances; repurchase agreements with respect to
any of the foregoing investments; or any other securities that
Putnam Management considers consistent with such defensive
strategies. Similarly, for "defensive" purposes, the Money
Market Fund may invest in taxable high quality money market
instruments, including bank certificates of deposit, bankers'
acceptances, prime commercial paper, high-grade, short-term
corporate obligations, short-term U.S. government securities,
repurchase agreements, or other securities Putnam Management
considers consistent with such defensive strategies. It is
impossible to predict when, or for how long, a fund will use such
alternative strategies. The interest income from these
instruments would be subject to federal income tax and/or New
York State and City personal income taxes.

As indicated above, the Intermediate Fund under current market
conditions expects to maintain a portfolio of securities with an
intermediate-term average-weighted maturity, because an
intermediate-term portfolio of securities generally provides a
higher yield than a short-term portfolio of securities of
comparable quality. The Intermediate Fund may, however, be
primarily invested in short-term securities for temporary
defensive purposes. When the Fund invests in short-term
securities for defensive purposes, the Fund's dollar-weighted
average maturity may be less than six years.

NEW YORK TAX EXEMPT SECURITIES

NEW YORK TAX EXEMPT SECURITIES INCLUDE OBLIGATIONS OF THE STATE
OF NEW YORK , ITS POLITICAL SUBDIVISIONS , AND
THEIR AGENCIES , INSTRUMENTALITIES OR OTHER GOVERNMENTAL
UNITS, THE INTEREST WITH RESPECT TO WHICH, IN THE OPINION OF BOND
COUNSEL, IS EXEMPT FROM FEDERAL INCOME TAX AND NEW YORK STATE AND
CITY PERSONAL INCOME TAXES. These securities are issued to
obtain funds for various public purposes, such as the
construction of public facilities, the payment of general
operating expenses or the refunding of outstanding debts. They
may also be issued to finance various private activities,
including the lending of funds to public or private institutions
for the construction of housing, educational or medical
facilities, and may include certain types of industrial
development bonds, private activity bonds or notes issued by
public authorities to finance privately owned or operated
facilities, or to fund short-term cash requirements. Short-term
New York Tax Exempt Securities may be issued as interim
financing in anticipation of tax collections, revenue receipts or
bond sales to finance various public purposes. New York
Tax Exempt Securities may also include debt obligations
issued by other governmental entities , such as
United States territories , if such debt obligations
generate interest income which is exempt from federal income tax
and New York State and City personal income taxes.

THE TWO PRINCIPAL CLASSIFICATIONS OF NEW YORK TAX EXEMPT
SECURITIES ARE GENERAL OBLIGATION AND SPECIAL OBLIGATION (OR
SPECIAL REVENUE OBLIGATION) SECURITIES. GENERAL OBLIGATION
securities involve a pledge of the credit of an issuer possessing
taxing power and are payable from the issuer's general
unrestricted revenues. Their payment may depend on an
appropriation by the issuer's legislative body. The
characteristics and methods of enforcement of general obligation
securities vary according to the law applicable to the particular
issuer. SPECIAL OBLIGATION (or SPECIAL REVENUE OBLIGATION)
securities are payable only from the revenues derived from a
particular facility or class of facilities, or a specific revenue
source, and generally are not payable from the unrestricted
revenues of the issuer. Industrial development bonds and private
activity bonds are in most cases special obligation securities,
the credit quality of which is directly related to the private
user of the facilities.

The Funds (excluding the Money Market Fund) may
also invest in securities representing interests in New
York Tax Exempt Securities, known as "inverse floating
obligations" or "residual interest bonds," which pay
interest rates that vary inversely to 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. Such securities
have the effect of providing a degree of investment leverage,
since they will generally increase or decrease in value in
response to changes in market interest rates at a rate which is a
multiple (typically two) of the rate at which fixed-rate long-
term tax exempt securities increase or decrease in response to
such changes. As a result, the market values of inverse floating
obligations and residual interest bonds will generally be more
volatile than the market values of fixed-rate tax exempt
securities.

ALTERNATIVE MINIMUM TAX

Interest income from certain types of New York Tax Exempt
Securities may be subject to federal alternative minimum tax for
individuals and corporations. As part of the Income Fund's
and Money Market Fund's fundamental 90% policy on
income from investments in New York Tax Exempt
Securities, the Income Fund and Money Market Fund will not
treat interest income that may be subject to federal
alternative minimum tax for individuals as tax-exempt
for purposes of measuring compliance with such policy.
Similarly, as part of the Intermediate Fund's and
Opportunities Fund's 80% policy on investments in New York Tax
Exempt Securities, the Intermediate Fund and Opportunities Fund
will exclude securities the interest from which may be subject to
federal alternative minimum tax for individuals for purposes of
measuring compliance with such policy. To the extent that
a Fund earns such income, individual shareholders,
depending on their own tax status, may be subject to federal
but not New York alternative minimum tax on that part of
the Funds' distributions attributable to such income.
More generally, an investment in a Fund may cause
corporate shareholders to be subject to (or result in
increased liability under) the alternative minimum tax ,
because a portion of tax-exempt income is generally included in
the alternative minimum taxable income of corporations. None of
the Funds' distributions will be subject to New York State or
City minimum income tax on individuals.

INVESTMENTS IN PREMIUM SECURITIES

During a period of declining interest rates, many of the
Income, Intermediate and Opportunities Funds' portfolio
investments will likely bear coupon rates which are higher than
current market rates, regardless of whether such securities were
originally purchased at a premium. Such securities would
generally carry market values greater than the
principal amounts payable on maturity, which would be
reflected in the net asset value of each Fund's shares. The
values of such "premium" securities tend to approach the
principal amount as they approach maturity (or call price in the
case of securities approaching their first call date). As a
result, an investor who purchases shares of the Income,
Intermediate and Opportunities Funds during such periods
would initially receive higher monthly distributions (derived
from the higher coupon rates payable on a Fund's investments)
than might be available from alternative investments bearing
current market interest rates, but may face an increased risk of
capital loss as these higher coupon securities approach maturity
(or first call date). In evaluating the potential performance of
an investment in the Income, Intermediate and
Opportunities Funds, investors may find it useful to compare
each Fund's current dividend rate with such Fund's "yield," which
is computed on a yield-to-maturity basis in accordance with
Securities and Exchange Commission ("SEC") regulations and which
reflects amortization of market premiums. See "How performance
is shown."

RISK FACTORS

THE INCOME, INTERMEDIATE AND OPPORTUNITIES FUNDS

The values, of New York Tax Exempt Securities fluctuate in
response to changes in interest rates and other factors. During
periods of falling interest rates, the values of fixed-income
securities generally rise. Conversely, during periods of rising
interest rates, the values of such securities generally decline.
The magnitude of these fluctuations generally is greater for
securities with longer maturities. However, the yields on such
securities are generally higher. In addition, the values of such
securities are affected by changes in general economic conditions
and business conditions affecting the specific industries of
their issuers. Changes by recognized rating services in their
ratings of New York Tax Exempt Securities and in the ability of
an issuer to make payments of interest and principal will also
affect the value of these investments. Changes in the value of
portfolio securities will not affect interest income derived from
such securities, but will affect a Fund's net asset value. The
Funds will not necessarily dispose of a security when its rating
is reduced below its rating at the time of purchase, although
Putnam Management will monitor the investment to determine
whether continued investment in the security will assist in
meeting the Fund's investment objective.

EACH OF THE INCOME, INTERMEDIATE AND OPPORTUNITIES FUNDS MAY
INVEST IN BOTH HIGHER-RATED AND LOWER-RATED NEW YORK TAX EXEMPT
SECURITIES. The values of lower-rated securities generally
fluctuate more than those of higher-rated securities. In
addition, the lower rating reflects a greater possibility that
the financial condition of the issuer, or adverse changes in
general economic conditions, or both, may impair the ability of
the issuer to make payments of income and principal. New York
Tax Exempt Securities rated Ba or BB or below, commonly known as
"junk bonds," are considered to have speculative elements, with
large uncertainties or major risk exposures to adverse
conditions.

The table below shows the percentages of the Opportunities Fund's
assets invested during fiscal 1994 in securities assigned to the
various rating categories by Moody's and S&P and in unrated
securities determined by Putnam Management to be of comparable
quality:

UNRATED SECURITIES
RATED SECURITIES,OF COMPARBLE QUALITY,
AS A PERCENTAGE OFAS A PERCENTAGE
OPPORTUNITIESOF OPPORTUNITIES
RATING FUND'S ASSETS FUND'S ASSETS

"AAA"/"Aaa" 16.70% ---
"AA"/"Aa" 17.46% ---
"A"/"A" 19.55% ---
"BBB"/"Baa" 40.84% 2.15%
"BB"/"Ba" --- 2.38%
"B"/"B" 0.22% 0.69%
------ -----
Total 94.77% 5.22%
====== =====

Putnam Management seeks to minimize the risks of investing in
lower-rated securities through careful investment analysis.
However, the amount of information about the financial condition
of an issuer of New York Tax Exempt Securities may not be as
extensive as that which is made available by corporations whose
securities are publicly traded. When a Fund invests in New York
Tax Exempt Securities in the lower rating categories, the
achievement of the Fund's goals is more dependent on Putnam
Management's ability than would be the case if the Fund were
investing in New York Tax Exempt Securities in the higher rating
categories. Investors should consider carefully their ability to
assume the risks of owning shares of a mutual fund which may
invest in securities in certain of the lower rating categories.

At times, a substantial portion of the Income, Intermediate and
Opportunities Funds' assets may be invested in securities as to
which a Fund, by itself or together with other funds and accounts
managed by Putnam Management and its affiliates, holds a major
portion or all of an issue of such securities. Under adverse
market or economic conditions or in the event of adverse changes
in the financial condition of the issuer, a Fund could find it
more difficult to sell such securities when Putnam Management
believes it advisable to do so or may be able to sell such
securities only at prices lower than if such securities were more
widely held. Under such circumstances, it may also be more
difficult to determine the fair value of such securities for
purposes of computing such Fund's net asset value. In order to
enforce its rights in the event of a default under such
securities, a Fund may be required to take possession of and
manage assets securing the issuer's obligations on such
securities, which may increase the Fund's operating expenses and
adversely affect the Fund's net asset value. Any income derived
from a Fund's ownership or operation of such assets would not be
tax-exempt.

Certain securities held by the Funds may permit the issuer at its
option to "call," or redeem, such securities. If an issuer were
to redeem securities held by a Fund during a time of declining
interest rates, the Fund may not be able to reinvest the proceeds
in securities providing the same investment return as the
securities redeemed.

The Funds may invest may in so-called "zero-coupon" bonds whose
values are subject to greater fluctuation in response to changes
in market interest rates than bonds which pay interest currently.
Zero-coupon bonds are issued at a significant discount from face
value and pay interest only at maturity rather than at intervals
during the life of the security. Zero-coupon bonds allow an
issuer to avoid the need to generate cash to meet current
interest payments. Accordingly, such bonds may involve greater
credit risks than bonds paying interest currently. Each Fund is
required to accrue and distribute income from zero-coupon bonds
on a current basis, even though it does not receive that income
currently in cash. Thus, the Funds may have to sell investments
to obtain cash needed to make income distributions.

The secondary market for New York Tax Exempt Securities is
generally less liquid than that for taxable fixed-income
securities, particularly in the lower rating categories. Thus it
may be more difficult to value or buy and sell certain securities
from time to time.

Certain investment grade New York Tax Exempt Securities in which
the Funds may invest share some of the risk factors discussed
above with respect to lower-rated New York Tax Exempt Securities.

SINCE THE FUNDS INVEST PRIMARILY IN NEW YORK TAX EXEMPT
SECURITIES, THE PERFORMANCE OF EACH FUND MAY BE ESPECIALLY
AFFECTED BY FACTORS PERTAINING TO THE NEW YORK STATE ECONOMY AND
OTHER FACTORS SPECIFICALLY AFFECTING THE ABILITY OF ISSUERS OF
NEW YORK TAX EXEMPT SECURITIES TO MEET THEIR OBLIGATIONS. As a
result, the value of the Income, Intermediate and Opportunities
Funds shares may fluctuate more widely than the value of shares
of a portfolio investing in securities relating to a number of
different states. The ability of state, county or local
governments to meet their obligations will depend primarily on
the availability of tax and other revenues to those governments
and on their fiscal conditions generally. The amounts of tax and
other revenues available to governmental issuers of New York Tax
Exempt Securities may be affected from time to time by economic,
political and demographic conditions within New York. In
addition, constitutional or statutory restrictions may limit a
government's power to raise revenues or increase taxes. The
availability of federal, state and local aid to issuers of New
York Tax Exempt Securities may also affect their ability to meet
their obligations. Payments of principal and interest on special
obligation securities will depend on the economic condition of
the facility or specific revenue source from whose revenues the
payments will be made, which in turn could be affected by
economic, political and demographic conditions in the State of
New York. Any reduction in the actual or perceived ability of an
issuer of New York Tax Exempt Securities to meet its obligations
(including a reduction in the rating of its outstanding
securities) would likely affect adversely the market value and
marketability of its obligations and could affect adversely the
values of other New York Tax Exempt Securities as well.

FOR ADDITIONAL INFORMATION CONCERNING THE RISKS ASSOCIATED WITH
INVESTMENT BY THE FUNDS IN SECURITIES IN THE LOWER RATING
CATEGORIES, SEE THE STATEMENT OF ADDITIONAL INFORMATION.

Diversification and concentration policies

The Income Fund is a "diversified" investment company and the
Intermediate Fund, Opportunities Fund and Money Market Fund are
"non-diversified" investment companies under the Investment
Company Act of 1940. As a result, and due to limitations imposed
by the Internal Revenue Code of 1986 regulated investment
companies such as the Funds, with respect to 75% of its total
assets in the case of the Income Fund, and with respect to 50% of
its total assets in the case of each of the Intermediate Fund,
the Opportunities Fund and the Money Market Fund, each Fund
generally may not invest more than 5% of its total assets in the
securities of any one issuer. The balance of a Fund's assets is
not subject to this limitation. In addition, under the Internal
Revenue Code of 1986, each of the Funds, at the close of each
quarter of its taxable year, may not generally hold more than 25%
of its total assets in securities of any one issuer. Thus, the
Income Fund may invest up to 25% of its total assets in the
securities of any one issuer, and each of the Intermediate Fund,
the Opportunities Fund and the Money Market Fund may invest up to
25% of its total assets in the securities of each of any two
issuers. Because of the relatively small number of issuers of
New York Tax Exempt Securities, each Fund is more likely to
invest a higher percentage of its assets in the securities of a
single issuer than an investment company which invests in a broad
range of tax-exempt securities. This practice involves an
increased risk of loss to a Fund if an issuer in which a Fund has
invested a relatively large portion of its assets is unable to
make interest or principal payments or if the market value of
such securities were to decline.

A Fund will not invest more than 25% of its total assets in any
one industry. Governmental issuers of New York Tax Exempt
Securities are not considered part of any "industry." However,
New York Tax Exempt Securities backed only by the assets and
revenues of nongovernmental users may for this purpose (and for
diversification purposes discussed above) be deemed to be issued
by such nongovernmental users, and the 25% limitation would apply
to such obligations.

It is nonetheless possible that a Fund may invest more than 25%
of its assets in a broader segment of the New York Tax Exempt
Securities market, such as revenue obligations of hospitals and
other health care facilities, housing agency revenue obligations,
or airport revenue obligations. This would be the case only if
Putnam Management determined that the yields available from
obligations in a particular segment of the market justified the
additional risks associated with such concentration. Although
such obligations could be supported by the credit of governmental
users or by the credit of nongovernmental users engaged in a
number of industries, economic, business, political and other
developments generally affecting the revenues of such users (for
example, proposed legislation or pending court decisions
affecting the financing of such projects and market factors
affecting the demand for their services or products) may have a
general adverse effect on all New York Tax Exempt Securities in
such a market segment.

Each Fund reserves the right to invest more than 25% of its
assets in industrial development bonds and private activity
securities.

PORTFOLIO TURNOVER

The length of time the Income, Intermediate or Opportunities Fund
has held a particular security is not generally a consideration
in investment decisions. A change in the securities held by a
Fund is known as "portfolio turnover." As a result of the
Income, Intermediate and Opportunities Funds' investment
policies, under certain market conditions each Fund's
portfolio turnover rate may be higher than that of other mutual
funds. Portfolio turnover generally involves some expense to a
Fund, including brokerage commissions or dealer mark-ups and
other transaction costs on the sale of securities and
reinvestment in other securities. Such transactions may result
in realization of taxable gains. Portfolio turnover rates for
the ten most recent fiscal years of the Income Fund and for
the life of the Intermediate and Opportunities Funds are
shown in the section "Financial highlights."
<PAGE>
FINANCIAL FUTURES AND OPTIONS

EACH OF THE INCOME, INTERMEDIATE AND OPPORTUNITIES FUNDS
MAY PURCHASE AND SELL FINANCIAL FUTURES CONTRACTS FOR HEDGING
PURPOSES. Futures contracts on a Municipal Bond Index are traded
on the Chicago Board of Trade. This Index is intended to
represent a numerical measure of market performance for long-term
tax exempt bonds. An "index future" is a contract to buy or sell
units of a particular securities index at an agreed price on a
specified future date. Depending on the change in value of the
index between the time when a Fund enters into and
terminates an index futures contract, the Fund realizes a gain or
loss. The Income, Intermediate and Opportunities Funds
may purchase and sell futures contracts on the Index (or any
other tax-exempt bond index approved for trading by the Commodity
Futures Trading Commission) to hedge against general changes in
market values of New York Tax Exempt Securities which a Fund owns
or expects to purchase. The Income, Intermediate and
Opportunities Funds may also purchase and sell put and call
options on index futures or on the indices directly, in addition
to or as an alternative to purchasing and selling index futures.

Each of the Income, Intermediate and Opportunities Funds
may also, for hedging purposes, purchase and sell futures
contracts and related options with respect to U.S. Treasury
securities, including U.S. Treasury bills, notes and bonds ("U.S.
Government Securities") and options directly on U.S. Government
Securities.

In addition, each of the Income, Intermediate and
Opportunities Funds may purchase put and call options on, or
warrants to purchase, New York Tax Exempt Securities, either
directly or through custodial arrangements in which the Fund and
other investors own an interest in one or more options on New
York Tax Exempt Securities.

THE USE OF FUTURES AND OPTIONS INVOLVES CERTAIN SPECIAL RISKS AND
MAY RESULT IN REALIZATION OF TAXABLE INCOME OR CAPITAL GAINS.
FUTURES AND OPTIONS TRANSACTIONS INVOLVE COSTS AND MAY RESULT IN
LOSSES. Certain risks arise because of the possibility of
imperfect correlations between movements in the prices of
financial futures and options and movements in the prices of the
underlying bond index or U.S. Government Securities or of the New
York Tax Exempt Securities which are the subject of the hedge.
The successful use of futures and options further depends on
Putnam Management's ability to forecast interest rate movements
correctly. Other risks arise from a Fund's potential inability
to close out its futures or related options positions, and there
can be no assurance that a liquid secondary market will exist
for any futures contract or option at a particular time. Certain
provisions of the Internal Revenue Code and certain regulatory
requirements may limit each Fund's ability to engage in futures
and options transactions.

A MORE DETAILED EXPLANATION OF FINANCIAL FUTURES AND OPTIONS
TRANSACTIONS AND THE RISKS ASSOCIATED WITH THEM IS INCLUDED IN
THE STATEMENT OF ADDITIONAL INFORMATION.

OTHER INVESTMENT PRACTICES

THE FUNDS MAY ALSO ENGAGE TO A LIMITED EXTENT IN THE FOLLOWING
INVESTMENT PRACTICES, EACH OF WHICH MAY RESULT IN TAXABLE
INCOME OR CAPITAL GAINS AND INVOLVES CERTAIN SPECIAL
RISKS. THE STATEMENT OF ADDITIONAL INFORMATION CONTAINS MORE
DETAILED INFORMATION ABOUT THESE PRACTICES, INCLUDING LIMITATIONS
DESIGNED TO REDUCE THESE RISKS.

REPURCHASE AGREEMENTS AND FORWARD COMMITMENTS. Each Fund may
enter into repurchase agreements on up to 25% of its assets.
These transactions must be fully collateralized at all times.
Each Fund may also purchase securities for future delivery, which
may increase its overall investment exposure and involves a risk
of loss if the value of the securities declines prior to the
settlement date. These transactions involve some risk to a Fund
if the other party should default on its obligation and that Fund
is delayed or prevented from recovering the collateral or
completing the transaction.

LIMITING INVESTMENT RISK

SPECIFIC INVESTMENT RESTRICTIONS HELP THE FUNDS LIMIT INVESTMENT
RISKS FOR THEIR SHAREHOLDERS. THESE RESTRICTIONS PROHIBIT A FUND
FROM : investing more than: (a) (for the Income Fund ,
Money Market Fund and with respect to 50% of the Opportunities
Fund's total assets) 5% of its total assets in securities of
any one issuer (other than securities issued or guaranteed by the
U.S. government or its agencies or instrumentalities );* (b)
(for the Opportunities Fund only) with respect to 50% of its
assets, 5% of its total assets in securities of any one issuer
(other than obligations of the U.S. government or its agencies or
instrumentalities and New York Tax Exempt Securities);*
(c) (for the Income , Opportunities and Money Market
Funds only) 5% of its net assets in securities of any issuers
if the party responsible for payment, together with any
predecessors, has been in operation for less than three years
(except U.S. government and agency obligations and obligations
backed by the faith, credit and taxing power of any person
authorized to issue New York Tax Exempt Securities); (d)
(for the Income and Money Market Funds only) 15% of its
net assets in securities restricted as to resale (excluding
restricted securities that have been determined by the Trustees
(or the person designated by them to make such determinations) to
be readily marketable)*; (e) (for the Opportunities Fund only)
5% of its net assets in securities restricted as to resale;* (f)
(for the Income, Opportunities and Money Market Funds only)
acquiring more than 10% of the voting securities of any one
issuer;* or (g) (for all Funds) 15% of its net assets in any
combination of securities that are not readily marketable, in
securities restricted as to resale (excluding restricted
securities that have been determined by the Trustees (or the
person designated by them to make such determinations) to be
readily marketable) and in repurchase agreements maturing in more
than seven days.

Restrictions marked with an asterisk (*) above are summaries of a
Fund's fundamental investment policies. See the Statement
of Additional Information for the full text of these policies and
the Funds' other fundamental investment policies. Except
for investment policies designated as fundamental in this
Prospectus or the Statement, the investment policies described in
this Prospectus and in the Statement are not fundamental
policies. The Trustees may change any non-fundamental investment
policies without shareholder approval. As a matter of policy,
the Trustees would not materially change a Fund's investment
objective without shareholder approval.

HOW PERFORMANCE IS SHOWN

THE INCOME FUND, THE INTERMEDIATE FUND AND THE OPPORTUNITIES
FUND

EACH FUND'S INVESTMENT PERFORMANCE MAY FROM TIME TO
TIME BE INCLUDED IN ADVERTISEMENTS ABOUT THE FUND .
"Yield" for each class of shares is calculated by dividing the
annualized net investment income per share during a recent 30-day
period by the maximum public offering price per share of such
class on the last day of that period. For this purpose, net
investment income is calculated in accordance with SEC
regulations and may differ from a Fund's net investment income as
determined for tax purposes. SEC regulations require that
net investment income be calculated on a "yield-to-maturity"
basis, which has the effect of amortizing any premiums or
discounts in the current market value of fixed-income securities.
The current dividend rate is based on a Fund's net
investment income as determined for financial statement purposes,
which may not reflect amortization in the same manner. See "How
objectives are pursued -- Investments in premium securities."
Yield reflects the deduction of the maximum initial sales
charge in the case of Class A shares and Class M shares ,
but does not reflect the deduction of any contingent deferred
sales charge in the case of Class B shares. "Tax-equivalent
yield" for each class of shares shows the effect on performance
of the tax-exempt status of distributions received from a
Fund. It reflects the approximate yield that a taxable
investment must earn for shareholders at stated income levels to
produce an after-tax yield equivalent to each Fund's tax-exempt
yield.
<PAGE>
"Total return" for the one-, five- and ten-year periods
(or for the life of a class, if shorter)
through the most recent calendar quarter represents the average
annual compounded rate of return on an investment of $1,000 in a
Fund invested at the maximum public offering price (in the case
of Class A and M shares) or reflecting the deduction of
any applicable contingent deferred sales charge (in the case of
Class B shares). Total return may also be presented for other
periods or based on investment at reduced sales charge levels
. Any quotation of investment performance not
reflecting the maximum initial sales charge or contingent
deferred sales charge would be reduced if such sales
charge were used.

THE MONEY MARKET FUND

THE MONEY MARKET FUND'S INVESTMENT PERFORMANCE MAY FROM TIME TO
TIME BE INCLUDED IN ADVERTISEMENTS ABOUT THE FUND. "Yield"
represents an annualization of the change in value of a
shareholder account (excluding any capital changes) for a
specific seven-day period. "Effective yield" compounds the Money
Market Fund's yield for a year and is, for that reason, greater
than the Money Market Fund's yield. "Tax -equivalent yield
" shows the effect on performance of the tax-
exempt status of distributions received from the Money Market
Fund. It reflects the approximate yield that a taxable
investment must earn for shareholders at stated income levels to
produce an after-tax yield equivalent to the Money Market Fund's
tax-exempt yield or tax-exempt effective yield.

ALL FUNDS

ALL DATA IS BASED ON EACH FUND'S PAST INVESTMENT RESULTS AND DOES
NOT PREDICT FUTURE PERFORMANCE. Investment performance, which
will vary, is based on many factors, including market conditions,
the composition of each Fund's portfolio, each Fund's operating
expenses, and which class of shares you purchase. Investment
performance also often reflects the risks associated with each
Fund's investment objective and policies. These factors should
be considered when comparing each Fund's investment results to
those of other mutual funds and other investment vehicles.
Quotations of investment performance for any period when an
expense limitation was in effect will be greater than if the
limitation had not been in effect. Each Fund's performance may
be compared to various indices. See the Statement of Additional
Information.

HOW THE FUNDS ARE MANAGED

THE TRUSTEES ARE RESPONSIBLE FOR GENERALLY OVERSEEING THE
CONDUCT OF EACH FUND'S BUSINESS. Subject to such policies as the
Trustees may determine, Putnam Management furnishes a continuing
investment program for each Fund and makes investment decisions
on that Fund's behalf. Subject to the control of the Trustees,
Putnam Management also manages the Funds' other affairs and
business. David J. Eurkus, Senior Vice President of Putnam
Management and Vice President of the Trust has had primary
responsibility for the day-to-day management of the Income Fund's
portfolio since 1985. Mr. Eurkus has been employed by Putnam
Management since August, 1983 . Thomas C. Goggins, Vice
President of Putnam Management and Vice President of the Trust,
has had primary responsibility for the day-to-day management of
the Intermediate Fund's portfolio since the Fund's
inception in June, 1994. Mr. Goggins has been employed by Putnam
Management since June, 1993. Prior to June, 1993 , Mr.
Goggins was a Portfolio Manager at Transamerica
Investments Services, Inc . for more than five years.
Michael Bouscaren, Senior Vice President of Putnam Management
and Vice President of the Opportunities Fund, has had primary
responsibility for the day-to-day management of the Opportunities
Fund's portfolio since 1994. Mr. Bouscaren has been employed by
Putnam Management since May, 1994. Prior to joining Putnam
Management, Mr. Bouscaren was President and Chairman of the Board
of Directors at Salomon Brothers Series Funds, Inc., and a
Director of Salomon Brothers Asset Management, Inc. for more than
five years. Lindsey M. Callen, Vice President of Putnam
Management and Vice President of the Money Market Fund, has had
primary responsibility for the day-to-day management of the Money
Market Fund's portfolio since March, 1993. Ms. Callen has been
employed by Putnam Management since November, 1984.

Each Fund pays all expenses not assumed by Putnam Management,
including Trustees' fees, auditing, legal, custodial, investor
servicing, and shareholder reporting expenses, and
payments under any Distribution Plans . In the case of the
Income, Intermediate and Opportunities Funds, payments are in
turn allocated to the relevant class of shares . Expenses
of the Trust directly charged or attributable to the Income
Fund or Intermediate Fund will be paid from the assets of
the appropriate Fund. General expenses of the Trust will
be allocated among and charged to the assets of the Income or
Intermediate Fund on a basis that the Trustees deem fair and
equitable, which may be based on the relative assets of each Fund
or the nature of the services performed and their relative
applicability to each Fund. Each Fund reimburses Putnam
Management for the compensation and related expenses of certain
of its officers and their staffs who provide
administrative services to such Fund . The total
reimbursement is determined annually by the Trustees.

Putnam Management places all orders for purchases and sales of
the Funds' securities. In selecting broker-dealers, Putnam
Management may consider research and brokerage services furnished
to it and its affiliates. Subject to seeking the most favorable
price and execution available, Putnam Management may consider
sales of shares of each Fund (and, if permitted by law, of the
other Putnam funds) as a factor in the selection of broker-
dealers.

ORGANIZATION AND HISTORY

Each of the Trust, the Opportunities Fund and the Money Market
Fund is a Massachusetts business trust organized on May 12,
1983 , September 20, 1990 and September 2, 1987, respectively.
Copies of their Agreements and Declarations of Trust, which
are governed by Massachusetts law, are on file with
the Secretary of State of The Commonwealth of Massachusetts.
Prior to June 1, 1994, the Trust was known as Putnam New York Tax
Exempt Income Fund.

The Trust, the Opportunities Fund and the Money Market Fund
are open-end management investment companies with an
unlimited number of authorized shares of beneficial interest.
Their shares may, without shareholder approval, be divided
into two or more series of such shares . Shares of the
Trust are currently divided into two series of shares: Putnam
New York Tax Exempt Income Fund and Putnam New York Intermediate
Tax Exempt Fund. Any such series of shares may be
divided, 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 and the Opportunities Fund's shares are
currently divided into three classes, and the Intermediate
Fund's shares are currently divided into two classes. The
Money Market Fund's shares are not currently divided into
classes.

Each share has one vote, with fractional shares voting
proportionally. Shares of the Income Fund and the
Intermediate Fund vote by individual Fund on all matters
except (i) when required by the Investment Company Act of 1940,
shares of both Funds will be voted in the aggregate
and (ii) when the Trustees have determined that the matter
affects only the interests of one Fund , in which case only
shareholders of such Fund shall be entitled to vote.

Shares of each class of a Fund will vote together as a single
class except when otherwise required by law or as
determined by the Trustees. Shares of the Funds are
freely transferable, are entitled to dividends as declared by the
Trustees, and, if a Fund were liquidated, would receive the net
assets of that Fund. The Funds may suspend the sale of
shares at any time and may refuse any order to purchase shares.
Although the Funds are not required to hold annual
meetings of their shareholders, shareholders holding at
least 10% of the outstanding shares entitled to vote have
the right to call a meeting to elect or remove Trustees, or to
take other actions as provided in each Fund's Agreement
and Declaration of Trust.

If you own fewer shares than a minimum amount set by the Trustees
(presently 20 shares for the Income, Intermediate and
Opportunities Funds and 500 shares for the Money Market Fund),
the Funds may choose to redeem your shares and pay you for
them. You will receive at least 30 days' written notice before
a Fund redeems your shares, and you may purchase
additional shares at any time to avoid a redemption. Each Fund
may also redeem your shares if you own shares above a maximum
amount set by the Trustees. There is presently no maximum
, but the Trustees may establish one at any time, which
could apply to both present and future shareholders.

THE TRUSTEES OF THE TRUST, THE OPPORTUNITIES FUND AND
THE MONEY MARKET FUND : GEORGE PUTNAM,* CHAIRMAN. President
of the Putnam funds. Chairman and Director of Putnam Management
and Putnam Mutual Funds Corp. ("Putnam Mutual Funds"). Director,
Marsh & McLennan Companies, Inc.; WILLIAM F. POUNDS, VICE
CHAIRMAN. Professor of Management, Alfred P. Sloan School of
Management, M.I.T.; JAMESON ADKINS BAXTER, President, Baxter
Associates, Inc.; HANS H. ESTIN, Vice Chairman, North American
Management Corp ; JOHN A. HILL, Principal and Managing
Director, First Reserve Corporation; ELIZABETH T. KENNAN,
President, Mount Holyoke College; LAWRENCE J. LASSER,* Vice
President of the Putnam funds. President, Chief Executive
Officer and Director of Putnam Investments, Inc. and Putnam
Management. Director, Marsh & McLennan Companies, Inc.; ROBERT
E. PATTERSON, Executive Vice President, Cabot Partners Limited
Partnership; DONALD S. PERKINS, Director of various corporations,
including AT&T, K mart Corporation and Time Warner Inc.; GEORGE
PUTNAM, III,* President, New Generation Research, Inc.; A.J.C.
SMITH,* Chairman, Chief Executive Officer and Director, Marsh &
McLennan Companies, Inc.; and W. NICHOLAS THORNDIKE, Director of
various corporations and charitable organizations, including
Data General Corporation, Bradley Real Estate, Inc. and
Providence Journal Co. Also, Trustee of Massachusetts
General Hospital and Eastern Utilities Associates. The
Trustees are also Trustees of the other Putnam funds.
Those marked with an asterisk (*) are "interested persons" of the
Trust, the Opportunities Fund, the Money Market Fund,
Putnam Management or Putnam Mutual Funds.

ABOUT YOUR INVESTMENT

ALTERNATIVE SALES ARRANGEMENTS

INCOME, INTERMEDIATE AND OPPORTUNITIES FUNDS ONLY

The Income Fund and Opportunities Fund offer investors three
classes of shares, and the Intermediate Fund offers
investors two classes of shares . Each class of shares
bears sales charges in different forms and amounts and
bears different levels of expenses:

CLASS A SHARES . An investor who purchases Class A shares
pays a sales charge at the time of purchase. As a result, Class
A shares are not subject to any charges when they are redeemed
(except for sales at net asset value in excess of $1 million
which are subject to a contingent deferred sales charge).
Certain purchases of Class A shares qualify for reduced sales
charges. Class A shares of each of the Income Fund and
the Opportunities Fund currently bear a 12b-1 fee at the
annual rate of 0.20% of such Fund's average net assets
attributable to Class A shares. Class A shares of the
Intermediate Fund currently bear a 12b-1 fee at the annual rate
of 0.15% of the Intermediate Fund's average net assets
attributable to Class A shares. See "How to buy shares -- the
Income, Intermediate and Opportunities Funds -- Class A
shares."

CLASS B SHARES . Class B shares of the Income Fund and
the Opportunities Fund are sold without an initial sales
charge, but are subject to a contingent deferred sales charge of
up to 5% if redeemed within six years. Class B shares of the
Intermediate Fund are also sold without an initial sales
charge , but are subject to a contingent deferred sales
charge of up to 3% if redeemed within four years. Class B
shares also bear a higher 12b-1 fee than Class A shares,
currently at the annual rate of 0.85% of average net
assets attributable to Class B shares for each of the
Income and Opportunities Funds and 0.75% of average
net assets attributable to Class B shares for the
Intermediate Fund . Class B shares of each Fund will
automatically convert into Class A shares of each Fund, based on
relative net asset value, approximately eight years after
purchase. Class B shares provide an investor the benefit of
putting all of the investor's dollars to work from the time the
investment is made, but (until conversion) will have a higher
expense ratio and pay lower dividends than Class A shares due to
the higher 12b-1 fee. See "How to buy shares -- the Income,
Intermediate and Opportunities Funds -- Class B shares."

CLASS M SHARES (INCOME AND OPPORTUNITIES FUNDS ONLY). An
investor who purchases Class M shares of the Income Fund or of
the Opportunities Fund pays a sales charge at the time of
purchase which is lower than the sales charge applicable to Class
A shares. Class M shares are not subject to any contingent
deferred sales charge when they are redeemed. Certain purchases
of Class M shares qualify for reduced sales charges. Class M
shares currently bear a 12b-1 fee at the annual rate of 0.50% of
a Fund's average net assets attributable to Class M shares. See
"How to buy shares -- Class M shares."

WHICH ARRANGEMENT IS BETTER FOR YOU? The decision as to which
class of shares provides a more suitable investment for an
investor depends on a number of factors, including the amount and
intended length of the investment. Investors making investments
that qualify for reduced sales charges might consider Class A
or Class M shares. Investors who prefer not to pay an
initial sales charge might consider Class B shares. Orders for
Class B shares for $250,000 or more and orders for Class M
shares for $1 million or more will be treated as orders for
Class A shares or declined. For more information about these
sales arrangements, consult your investment dealer or Putnam
Investor Services. Sales personnel may receive different
compensation depending on which class of shares they sell.
Shares may only be exchanged for shares of the same class of
another Putnam fund. See "How to exchange shares."

HOW TO BUY SHARES

THE INCOME, INTERMEDIATE AND OPPORTUNITIES FUNDS

You can open an account with as little as $500 and make
additional investments at any time with as little as $50. You
can buy shares of the Income, Opportunities and Intermediate
Funds three ways - through most investment dealers, through
Putnam Mutual Funds (at 1-800-225-1581), or through a systematic
investment plan. If you do not have a dealer, Putnam Mutual
Funds can refer you to one.

BUYING SHARES THROUGH PUTNAM MUTUAL FUNDS. Complete an order
form and return it with a check payable to the relevant
Fund or to Putnam Mutual Funds, which will act as your
agent in purchasing shares through your designated investment
dealer.

BUYING SHARES THROUGH SYSTEMATIC INVESTING. You can make regular
investments of $25 or more per month through automatic deductions
from your bank checking account. Application forms are available
from your investment dealer or through Putnam Investor Services.

Shares are sold at the public offering price based on the net
asset value next determined after Putnam Investor Services
receives your order. In most cases, in order to receive that
day's public offering price, Putnam Investor Services must
receive your order before the close of regular trading on the New
York Stock Exchange. If you buy shares through your investment
dealer, the dealer must receive your order before the close of
regular trading on the New York Stock Exchange to receive that
day's public offering price.

CLASS A SHARES

The public offering price of Class A shares is the net asset
value plus a sales charge. The Fund receives the net
asset value. The sales charge varies depending on the size of
your purchase and is allocated between your investment dealer and
Putnam Mutual Funds. The current sales charges for each Fund
are:<PAGE>
<TABLE>
<CAPTION>
INCOME AND OPPORTUNITIES FUNDS

SALES CHARGE AMOUNT OF
AS A PERCENTAGE OF: SALES CHARGE
--------------------- REALLOWED
NET TO DEALERS
AMOUNT OF TRANSACTION AMOUNT OFFERING AS A
PERCENTAGE
AT OFFERING PRICE INVESTED PRICE OF OFFERING PRICE*
- ---------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C>
Less than $ 25,000 4.99% 4.75% 4.50%
$ 25,000 but less than $ 100,000 4.71 4.50 4.25
100,000 but less than 250,000 3.90 3.75 3.50
250,000 but less than 500,000 3.09 3.00 2.75
500,000 but less than 1,000,000 2.04 2.00 1.85
- ----------------------------------------------------------------------------------------

INTERMEDIATE FUND

SALES CHARGE AMOUNT OF
AS A PERCENTAGE OF: SALES CHARGE
---------------------- REALLOWED
NET TO DEALERS
AMOUNT OF TRANSACTION AMOUNT OFFERING AS A PERCENTAGE
AT OFFERING PRICE INVESTED PRICE OF OFFERING PRICE*
- -----------------------------------------------------------------------------------------
<C> <C> <C> <C>
Less than $ 100,000 3.36% 3.25% 3.00%
$ 100,000 but less than $ 250,000 2.56 2.50 2.25
250,000 but less than 500,000 2.04 2.00 1.75
500,000 but less than 1,000,000 1.52 1.50 1.25
- ---------------------------------------------------------------------------------------

/TABLE
<PAGE>
* At the discretion of Putnam Mutual Funds, however, the
entire sales charge may at times be reallowed to dealers.
The Staff of the Securities and Exchange Commission has
indicated that dealers who receive more than 90% of the
sales charge may be considered underwriters.

There is no initial sales charge on purchases of Class A shares
of $1 million or more. However, a contingent deferred sales
charge ("CDSC") of 1.00% or 0.50%, respectively, is imposed on
redemptions of such shares within the first or second year after
purchase, based on the lower of the shares' cost and current net
asset value. Any shares acquired by reinvestment of
distributions will be redeemed without a CDSC. In addition,
shares purchased by certain investors investing $1 million or
more that have made arrangements with Putnam Mutual Funds and
whose dealer of record waived the commission described in the
next paragraph are not subject to the CDSC. In determining
whether a CDSC is payable, a Fund will first redeem shares
not subject to any charge. Putnam Mutual Funds receives the
entire amount of any CDSC you pay. See the Statement of
Additional Information for more information about the CDSC.

Except as stated below, Putnam Mutual Funds pays investment
dealers of record commissions on sales of Class A shares of $1
million or more based on an investor's cumulative purchases
during the one-year period beginning with the date of the initial
purchase at net asset value . Each subsequent one-year
measuring period for these purposes will begin with
the first net asset value purchase following the
end of the prior period. Such commissions are paid at the rate
of 1.00% of the amount under $3 million, 0.50% of the next $47
million and 0.25% thereafter. On sales at net asset value to a
participant-directed qualified retirement plan initially
investing less than $20 million in Putnam funds and other
investments managed by Putnam Management or its affiliates
(including a plan sponsored by an employer with more than 750
employees), Putnam Mutual Funds pays commissions on cumulative
purchases during the life of the account at the rate of 1.00% of
the amount under $3 million and 0.50% thereafter. On sales at
net asset value to all other participant-directed qualified
retirement plans, Putnam Mutual Funds pays commissions on the
initial investment and on subsequent net quarterly sales at the
rate of 0.15%.

CLASS B SHARES

Class B shares are sold without an initial sales charge,
although a CDSC will be imposed if you redeem shares of the
Income Fund or the Opportunities Fund within six years of
purchase or if you redeem shares of the Intermediate Fund within
four years of purchase. The following types of shares may be
redeemed without charge at any time: (i) shares acquired by
reinvestment of distributions and (ii) shares otherwise exempt
from the CDSC, as described in "How to buy shares - the
Income, Intermediate and Opportunities - General" below. For
other shares , the amount of the charge is determined as a
percentage of the lesser of the current market value or the cost
of the shares being redeemed. The amount of the CDSC
will depend on the number of years since you invested and the
dollar amount being redeemed, according to the following tables:

INCOME AND OPPORTUNITIES FUNDS

CONTINGENT DEFERRED
SALES CHARGE AS A
PERCENTAGE OF
YEARS SINCE PURCHASE DOLLAR AMOUNT
PAYMENT MADE SUBJECT TO CHARGE
- ------------------- -------------------

0-1. . . . . . . . . . . . . . . . . .5.0%
1-2. . . . . . . . . . . . . . . . . .4.0%
2-3. . . . . . . . . . . . . . . . . .3.0%
3-4. . . . . . . . . . . . . . . . . .3.0%
4-5. . . . . . . . . . . . . . . . . .2.0%
5-6. . . . . . . . . . . . . . . . . .1.0%
6 and thereafter. . . . . . . . . . . . . . .NONE

INTERMEDIATE FUND

CONTINGENT DEFERRED
SALES CHARGE AS A
PERCENTAGE OF
YEARS SINCE PURCHASE DOLLAR AMOUNT
PAYMENT MADE SUBJECT TO CHARGE
- ------------------- -------------------

0-1. . . . . . . . . . . . . . . . . .3.0%
1-2. . . . . . . . . . . . . . . . . .3.0%
2-3. . . . . . . . . . . . . . . . . .2.0%
3-4. . . . . . . . . . . . . . . . . .1.0%
4 and thereafter. . . . . . . . . . . . . . .NONE

In determining whether a CDSC is payable on any redemption, a
Fund will first redeem shares not subject to any charge, and then
shares held longest during the relevant CDSC period.
For this purpose, the amount of any increase in a share's
value above its initial purchase price is not regarded as a share
exempt from the CDSC. Thus, when a share that has appreciated in
value is redeemed during the relevant period, a CDSC is assessed
on its initial purchase price. For information on how sales
charges are calculated if you exchange your shares, see "How to
exchange shares." Putnam Mutual Funds receives the entire amount
of any CDSC you pay.

CONVERSION OF CLASS B SHARES. Class B shares of each Fund will
automatically convert into Class A shares of such Fund at the end
of the month eight years after the purchase date, except as noted
below. Class B shares acquired by exchanging from Class B
shares of another Putnam fund will convert into Class A shares
based on the time of the initial purchase. Class B shares
acquired through reinvestment of distributions will convert into
Class A shares based on the date of the initial purchase to which
such shares relate. For this purpose, Class B shares acquired
through reinvestment of distributions will be attributed to
particular purchases of Class B shares in accordance with such
procedures as the Trustees may determine from time to time. The
conversion of Class B shares to Class A shares is subject to the
continuing availability of a ruling from the Internal Revenue
Service or an opinion of counsel that such conversions will not
constitute taxable events for federal tax purposes. There
can be no assurance that such ruling or opinion will be
available, and the conversion of Class B shares to Class A shares
will not occur if such ruling or opinion is not available. In
such event, Class B shares would continue to be subject to higher
expenses than Class A shares for an indefinite period.

CLASS M SHARES (INCOME AND OPPORTUNITIES FUNDS ONLY)

The public offering price of Class M shares is the net asset
value plus a sales charge. The Income Fund and Opportunities
Fund receives the net asset value. The sales charge varies
depending on the size of your purchase and is allocated between
your investment dealer and Putnam Mutual Funds. The current
sales charges are:
<PAGE>
<TABLE>
<CAPTION>

SALES CHARGE
AS A PERCENTAGE OF: AMOUNT OF SALES
------------------- CHARGE REALLOWED
NET TO DEALERS
AMOUNT OF TRANSACTION AMOUNT OFFERING AS A
PERCENTAGE OF
AT OFFERING PRICE INVESTED PRICE OFFERING PRICE*
- -----------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C>
Less than $50,000 3.36% 3.25% 3.00%
50,000 but less than $100,000 2.30 2.25 2.00
$ 100,000 but less than 250,000 1.52 1.50 1.25
250,000 but less than 500,000 1.01 1.00 1.00
500,000 but less that 1,000,000 NONE NONE NONE
- ---------------------------------------------------------------------------------------

</TABLE>
* At the discretion of Putnam Mutual Funds, however, the
entire sales charge may at times be reallowed to dealers.
The Staff of the Securities and Exchange Commission has
indicated that dealers who receive more than 90% of the
sales charge may be considered underwriters.

Class M shares of the Income Fund and Opportunities Fund do not
convert into any other class of shares.

GENERAL

YOU MAY BE ELIGIBLE TO BUY CLASS A SHARES OF THE INCOME,
INTERMEDIATE AND OPPORTUNITIES FUNDS AND CLASS M SHARES OF THE
INCOME AND OPPORTUNITIES FUND AT REDUCED SALES CHARGES. Consult
your investment dealer or Putnam Mutual Funds for details about
Putnam's Combined Purchase Privilege, Cumulative Quantity
Discount, Statement of Intention, Group Sales Plan, Employee
Benefit Plans and other plans. Descriptions are also included in
the order form and in the Statement of Additional Information.
In addition, sales charges will not apply to Class M shares of
the Income Fund or Opportunities Fund purchased with redemption
proceeds received within the prior ninety days from non-Putnam
mutual funds on which the investor paid a front-end or contingent
deferred sales charge.

Class A , Class B and Class M shares may
be sold at net asset value without an initial sales charge or
a CDSC to current and retired Trustees (and their
families), current and retired employees (and their families) of
Putnam Management and affiliates, registered representatives and
other employees (and their families) of broker-dealers having
sales agreements with Putnam Mutual Funds, employees (and their
families) of financial institutions having sales agreements with
Putnam Mutual Funds (or otherwise having an arrangement with a
broker-dealer or financial institution with respect to sales of a
Fund's shares), financial institution trust departments investing
an aggregate of $1 million or more in Putnam funds, clients of
certain administrators of tax-qualified plans, employee benefit
plans of companies with more than 750 employees, tax-qualified
plans when proceeds from repayments of loans to participants are
invested (or reinvested) in Putnam funds, "wrap accounts" for the
benefit of clients of broker-dealers, financial institutions or
financial planners adhering to certain standards established by
Putnam Mutual Funds, and investors meeting certain requirements
who sold shares of certain Putnam closed-end funds pursuant to a
tender offer by the closed-end fund. In addition, a Fund
may sell shares at net asset value without an initial sales
charge or a CDSC in connection with the acquisition by
such Fund of assets of an investment company or personal
holding company, and the CDSC will be waived on redemptions of
shares arising out of death or disability or in connection
with certain withdrawals from IRA or other retirement plans. Up
to 12% of the value of Class B shares subject to a
Systematic Withdrawal Plan may also be redeemed each year without
a CDSC. See the Statement of Additional Information.

Shareholders of other Putnam funds may be entitled to exchange
their shares for, or reinvest distributions from their funds in,
shares of a Fund at net asset value.

If you are considering redeeming or exchanging shares or
transferring shares to another person shortly after purchase, you
should pay for those shares with a certified check to avoid any
delay in redemption, exchange or transfer. Otherwise the
Funds may delay payment until the purchase price of those
shares has been collected or, if you redeem by telephone, until
15 calendar days after the purchase date.

To eliminate the need for safekeeping, the Funds will not
issue certificates for your shares unless you request them.
Putnam Mutual Funds may, at its expense, provide additional
promotional incentives or payments to dealers that sell shares of
the Putnam funds. In some instances, these incentives or
payments may be offered only to certain dealers who have sold or
may sell significant amounts of shares. Certain dealers may not
sell all classes of shares.

THE MONEY MARKET FUND

The Money Market Fund continuously offers its shares at a price
of $1.00 per share. You can open an account with as little as
$1,000 and make additional investments at any time for as little
as $100. You can buy Money Market Fund shares three ways - by
mail, by wire, or through most investment dealers. There are no
sales charges on the sale of Money Market Fund shares.

Because the Money Market Fund seeks to be fully invested at all
times, investments must be in Same Day Funds to be accepted.
Same Day Funds are monies credited to the account of the Money
Market Fund's designated bank by the Federal Reserve Bank of
Boston. When payment in Same Day Funds is available to the Money
Market Fund prior to the close of regular trading on the New York
Stock Exchange, the Money Market Fund will accept the order to
purchase shares that day.

If you are considering redeeming shares or transferring shares to
another person shortly after purchase, you should pay for those
shares with wired Same Day Funds or a certified check to avoid
any delay in redemption or transfer. Otherwise, the Money Market
Fund may delay payment for shares until the purchase price of
those shares has been collected or, if you redeem by check,
telephone or Telex, until 15 calendar days after the purchase
date.

After you make your initial investment in the Money Market Fund,
Putnam Investor Services will establish an Investing Account for
you on the Money Market Fund's records. This account is a
complete record of all transactions between you and the Money
Market Fund, and at all times shows the balance of shares you
own. The Money Market Fund will not issue share certificates.

BUYING SHARES BY MAIL. Complete the order form and send it to
Putnam Investor Services with your check, Federal Reserve Draft
or other negotiable bank draft drawn on a U.S. bank and payable
in U.S. dollars to the order of Putnam New York Tax Exempt Money
Market Fund. If you pay by check or draft, the Money Market
Fund's designated bank will make Same Day Funds available to the
Money Market Fund, and the Money Market Fund will accept the
order on the first business day after receipt of your check or
draft. If you pay by Federal Reserve Draft, the Money Market
Fund will accept the order the day it is received, provided it is
received before the close of regular trading on the New York
Stock Exchange.

BUYING SHARES BY WIRE. You may invest in the Money Market Fund
by bank wire transfer of Same Day Funds to the Money Market
Fund's designated bank. For wiring instructions, see the order
form.

Any commercial bank can transfer Same Day Funds by wire. Wired
funds received by the Money Market Fund's designated bank by 3:00
p.m. Boston time are normally accepted for investment on the day
received. To be sure that a bank wire order is accepted on the
same day it is sent, your bank should wire funds as early in the
day as possible. Your bank may charge for sending Same Day Funds
on your behalf. The Money Market Fund's designated bank
presently does not charge you for receipt of wired Same Day
Funds, but reserves the right to charge you for this service.

BUYING SHARES THROUGH INVESTMENT DEALERS. You may, if you wish,
purchase shares of the Money Market Fund through investment
dealers, which may charge a fee for their services. Most
investment dealers have a sales agreement with Putnam Mutual
Funds and will be glad to accept your order. If you do not have
a dealer, Putnam Mutual Funds can refer you to one. Investment
dealers must follow the instructions in the order form.

DISTRIBUTION PLANS

INCOME, INTERMEDIATE AND OPPORTUNITIES FUNDS

CLASS A DISTRIBUTION PLANS. Each Fund's Class A Plan
provides for payments by the Fund to Putnam Mutual Funds at the
annual rate of up to 0.35% of such Fund's average net assets
attributable to its Class A shares . The Trustees
currently limit payments under the Income Fund's and
the Opportunities Fund's Class A Plans to the annual
rate of 0.20% of such assets and payments
under the Intermediate Fund's Class A Plan to the annual
rate of 0.15% of such assets . Should the Trustees decide
in the future to approve payments in excess of these
amounts , shareholders will be notified and this Prospectus
will be revised.

In order to compensate investment dealers (including, for this
purpose, certain financial institutions) for services provided in
connection with sales of Class A shares and the
maintenance of shareholder accounts, Putnam Mutual Funds makes
quarterly payments to qualifying dealers based on the average net
asset value of Class A shares which are attributable to
shareholders for whom the dealers are designated as the dealer of
record. This calculation excludes until one year after
purchase shares purchased at net asset value by shareholders
investing $1 million or more and by participant-
directed qualified retirement plans sponsored by employers
with more than 750 employees ("NAV Shares"), except for shares
owned by certain investors investing $1 million or more that have
made arrangements with Putnam Mutual Funds and whose dealer of
record waived the sales commission. Except as stated below,
Putnam Mutual Funds makes such payments at the annual rate of
0.15% of such average net asset value for Class A shares of the
Income Fund and the Opportunities Fund outstanding as of
December 31, 1992 and July 13, 1992, respectively, and
0.20% of the average net asset value of Class A shares
acquired after these respective dates (including shares
acquired through reinvestment of distributions). Except as
stated below, Putnam Mutual Funds makes such payments at the
annual rate of 0.15% of such average net asset value for Class A
shares of the Intermediate Fund. For participant-directed
qualified retirement plans initially investing less than $20
million in Putnam funds and other investments managed by Putnam
Management or its affiliates, Putnam Mutual Funds'
payments to qualifying dealers on NAV Shares are 100% of the rate
stated above if average plan assets in Putnam funds (excluding
money market funds) during the quarter are less than $20 million,
60% of the stated rate if such average plan assets are at least
$20 million but less than $30 million, and 40% of the stated
rate if such average plan assets are $30 million or more.
For all other participant-directed qualified retirement plans
purchasing NAV Shares, Putnam Mutual Funds makes quarterly
payments to qualifying dealers at the annual rate of 0.10% of the
net asset value of such shares.

CLASS B AND CLASS M DISTRIBUTION PLANS. The Class B
Plans and, in the case of the Income Fund and
Opportunities Fund the Class M Plans, provide for payments by the
Funds to Putnam Mutual Funds at the annual rate of up to
1.00% of the Funds' average net assets attributable to
Class B shares and Class M shares, as the case may be . The
Trustees currently limit payments under the Class B
Plans to 0.85% of the average net asset value in the
case of the Income Fund and the Opportunities Fund and 0.75%
of the average net asset value in the case of
Intermediate Fund. The Trustees currently limit
payments under the Income Fund's and Opportunities Fund's
Class M Plans to the annual rate of 0.50% of the average net
asset value . Should the Trustees decide in the future to
approve payments in excess of these amounts, shareholders will be
notified and this Prospectus will be revised.

Although Class B shares of each Fund are sold without an initial
sales charge, Putnam Mutual Funds pays a sales commission equal
to 4.00% of the amount invested (including a prepaid service fee
of 0.20% of the amount invested) to dealers who sell Class B
shares of the Income Fund and Opportunities Fund and a
sales commission equal to 2.75% of the amount invested to dealers
who sell Class B shares of the Intermediate Fund. These
commissions are not paid on exchanges from other Putnam funds and
sales to investors exempt from the CDSC. The amount paid to
dealers at the time of the sale of Class M shares of the Income
Fund and Opportunities Fund is set forth above under "How to buy
shares -The Income, Intermediate and Opportunities Funds - Class
M Shares." In addition, in order to further compensate
dealers (including, for this purpose, certain financial
institutions) for services provided in connection with sales of
Class B and M shares and the maintenance of
shareholder accounts, Putnam Mutual Funds makes quarterly
payments to qualifying dealers based on the average net asset
value of Class B and Class M shares which are
attributable to shareholders for whom the dealers are designated
as the dealer of record, except for the first year's service fees
with respect to Class B shares of the Income Fund
and Opportunities Fund , which are prepaid as described
above. Putnam Mutual Funds makes such payments at an annual rate
of 0.20% of such average net asset value of Class B and Class
M shares , as the case may be, of the Income Fund and
Opportunities Fund, and 0.15% of such average net asset
value of Class B shares of the Intermediate Fund. In
addition, Putnam Mutual Funds also pays to dealers, as additional
compensation with respect to the sale of Class M shares of the
Income Fund and the Opportunities Fund, 0.20% of such average net
asset value of Class M shares. For Class M shares of the Income
Fund and the Opportunities Fund, the total annual payment to
dealers equals 0.40% of such average net asset value.

THE MONEY MARKET FUND

DISTRIBUTION PLAN. The purpose of the Plan is to permit the
Money Market Fund to compensate Putnam Mutual Funds for services
provided and expenses incurred by it in promoting the sale of
shares of the Money Market Fund, reducing redemptions, or
maintaining or improving services provided to shareholders by
Putnam Mutual Funds or dealers. The Plan provides for payments
by the Money Market Fund to Putnam Mutual Funds at the annual
rate of up to 0.35% of the Money Market Fund's average net
assets. The Money Market Fund's Trustees have not authorized any
payments under the Plan for the period beginning January 1, 1994.
Should the Money Market Fund's Trustees decide in the future to
approve payments, shareholders will be notified and this
Prospectus will be revised.

GENERAL (ALL FUNDS)

Payments under the Plans are intended to compensate Putnam Mutual
Funds for services provided and expenses incurred by it as
principal underwriter of the Funds' shares, including the
payments to dealers mentioned above. Putnam Mutual
Funds may suspend or modify such payments to
dealers . Such payments are also subject to the
continuation of the relevant Distribution Plan ,
the terms of Service Agreements between dealers and Putnam Mutual
Funds, and any applicable limits imposed by the National
Association of Securities Dealers, Inc.

HOW TO SELL SHARES

THE INCOME, INTERMEDIATE AND OPPORTUNITIES FUNDS

You can sell your shares to each Fund any day the New York Stock
Exchange is open, either directly to the Fund or through
your investment dealer. A Fund will only redeem
shares for which it has received payment.

SELLING SHARES DIRECTLY TO A FUND. Send a signed letter of
instruction or stock power form to Putnam Investor Services,
along with any certificates that represent shares you want to
sell. The price you will receive is the next net asset value
calculated after the Fund receives your request in proper form
less any applicable CDSC. In order to receive that day's net
asset value, Putnam Investor Services must receive your request
before the close of regular trading on the New York Stock
Exchange. If you sell shares having a net asset value of
$100,000 or more, the signatures of registered owners or their
legal representatives must be guaranteed by a bank, broker-dealer
or certain other financial institutions. See the Statement of
Additional Information for more information about where to obtain
a signature guarantee. Stock power forms are available from your
investment dealer, Putnam Investor Services and many commercial
banks. If you want your redemption proceeds sent to an address
other than your address as it appears on Putnam's records, a
signature guarantee is required. Putnam Investor Services
usually requires additional documentation for the sale of shares
by a corporation, partnership, agent or fiduciary, or a surviving
joint owner. Contact Putnam Investor Services for details.

EACH FUND GENERALLY SENDS YOU PAYMENT FOR YOUR
SHARES THE BUSINESS DAY AFTER YOUR REQUEST IS RECEIVED. Under
unusual circumstances, the Funds may suspend
redemptions , or postpone payment for more than seven days,
as permitted by federal securities law.

You may use Putnam's Telephone Redemption Privilege to redeem
shares valued up to $100,000 from your account unless you have
notified Putnam Investor Services of an address change within the
preceding 15 days. Unless an investor indicates otherwise on the
Account Application, Putnam Investor Services will be authorized
to act upon redemption and transfer instructions received by
telephone from a shareholder, or any person claiming to act as
his or her representative, who can provide Putnam Investor
Services with his or her account registration and address as it
appears on Putnam Investor Services' records. Putnam Investor
Services will employ these and other reasonable procedures to
confirm that instructions communicated by telephone are genuine;
if it fails to employ reasonable procedures, Putnam Investor
Services may be liable for any losses due to unauthorized or
fraudulent instructions. For information, consult Putnam
Investor Services. During periods of unusual market changes and
shareholder activity, you may experience delays in contacting
Putnam Investor Services by telephone in which case you may wish
to submit a written redemption request, as described above, or
contact your investment dealer, as described below. The
Telephone Redemption Privilege is not available if you were
issued certificates for your shares which remain outstanding.
The Telephone Redemption Privilege may be modified or terminated
without notice.

SELLING SHARES THROUGH YOUR INVESTMENT DEALER. Your dealer must
receive your request before the close of regular trading on the
New York Stock Exchange to receive that day's net asset
value. Your dealer will be responsible for furnishing all
necessary documentation to Putnam Investor Services, and may
charge you for its services.

THE MONEY MARKET FUND

You can sell your shares to the Money Market Fund any day the New
York Stock Exchange is open, by check, by telephone or Telex, by
mail or through your investment dealer. The Money Market Fund
must receive your properly completed application before you may
sell shares; certain methods require additional documentation
(see below). To enable shareholders to earn daily dividends as
long as possible, the Money Market Fund has arranged the
following methods of selling shares:

SELLING SHARES BY CHECK. If you would like to use the Money
Market Fund's check writing service, mark the proper box on the
order form and complete the signature card and, if applicable,
the resolution. When Putnam Investor Services receives your
properly completed order form, card and resolution, the Money
Market Fund will provide you with checks drawn on the Money
Market Fund's designated bank. These checks may be made payable
to the order of any person in the amount of $500 or more. You
will continue to earn dividends until the check clears. When a
check is presented to the Money Market Fund's designated bank for
payment, a sufficient number of full and fractional shares in
your account will be redeemed to cover the amount of the check.

Shareholders using Money Market Fund checks are subject to the
Fund's designated bank's rules governing checking accounts.
There is currently no charge to the shareholder for the use of
checks. You should make sure that there are sufficient shares in
your account to cover the amount of the check drawn. If there is
an insufficient number of shares in the account, the check will
be returned marked "insufficient funds" and no shares will be
redeemed. Because dividends declared on shares held in your
account or prior withdrawals may cause the value of your account
to change, it is impossible to determine in advance your
account's total value. Accordingly, you should not write a check
for the entire value of your account or close your account by
writing a check. Redemptions by check will be confirmed at least
monthly.

SELLING SHARES BY TELEPHONE OR TELEX. If you would like to sell
Money Market Fund shares by telephone or Telex with proceeds
directed to your bank account, please mark the proper box on the
order form. You may call toll-free 1-800-225-1581 or by Telex
94-0153. On the following business day, the amounts withdrawn
from your account will either be mailed by check or wired in Same
Day Funds to the bank account designated on your application.
(To wire proceeds, the amount must be $1,000 or more and the
designated bank must be a commercial bank within the United
States.) You may change a designated bank account by sending a
written request to Putnam Investor Services with your signature
guaranteed by a bank, broker-dealer or certain other financial
institutions. See the Statement of Additional Information for
more information about how to obtain a signature guarantee.

You may also use Putnam's Telephone Redemption Privilege to
redeem shares valued up to $100,000 from your account unless you
have notified Putnam Investor Services of an address change
within the preceding 15 days. Unless an investor indicates
otherwise on the Account Application, Putnam Investor Services
will be authorized to act upon redemption and transfer
instructions received by telephone from a shareholder, or any
person claiming to act as his or her representative, who can
provide Putnam Investor Services with his or her account
registration and address as it appears on Putnam Investor
Services' records. Putnam Investor Services will employ these and
other reasonable procedures to confirm that instructions
communicated by telephone are genuine; if it fails to employ
reasonable procedures, Putnam Investor Services may be liable for
any losses due to unauthorized or fraudulent instructions. For
information, consult Putnam Investor Services. During periods of
unusual market changes and shareholder activity, you may
experience delays in contacting Putnam Investor Services by
telephone in which case you may wish to submit a written
redemption request, as described below, or contact your
investment dealer. The Telephone Redemption Privilege may be
modified or terminated without notice.

SELLING SHARES BY MAIL. You may also sell shares of the Money
Market Fund by sending a written withdrawal request to: Putnam
Investor Services, Mailing address: P.O. Box 41203, Providence,
RI 02940-1203. If you sell shares having a net asset value of
$100,000 or more, the signatures of registered owners or their
legal representatives must be guaranteed by a bank, broker-dealer
or certain other financial institutions. See the Statement of
Additional Information for more information about where to obtain
a signature guarantee.

Putnam Investor Services may require additional documentation
from shareholders which are corporations, partnerships, agents,
fiduciaries or surviving joint owners. Corporations,
partnerships, agents, trusts and fiduciary accounts must submit a
completed resolution in proper form before selling shares by
telephone or check. Resolution forms are available from Putnam
Investor Services. If you are currently a shareholder and did
not request the CheckWriting Service or telephone/Telex
redemption privilege on your initial order form, you must first
complete and return an authorization form, available from Putnam
Investor Services. A shareholder may revoke authorization for
CheckWriting Service or telephone/Telex redemption by written
notice at any time, effective when Putnam Investor Services
receives such notice.

The Money Market Fund reserves the right to terminate or modify
the terms of the CheckWriting Service or telephone/Telex
redemption privilege, or to charge shareholders for the use of
these services at any time.

THE MONEY MARKET FUND GENERALLY SENDS YOU PAYMENT FOR YOUR SHARES
THE BUSINESS DAY AFTER YOUR REQUEST IS RECEIVED. Under unusual
circumstances, the Fund may suspend repurchases, or postpone
payment for more than seven days, as permitted by federal
securities law.

HOW TO EXCHANGE SHARES

Shareholders of the Money Market Fund who received their
shares in exchange for shares of another Putnam
fund with a sales charge, and shareholders of the Income,
Intermediate and Opportunities Funds, can exchange their shares
for shares of other Putnam funds at net asset value beginning
15 days after purchase. Other shareholders of the Money
Market Fund may need to pay a sales charge, which varies
depending on the fund to which they exchange and the amount
exchanged. Shareholders of the Money Market Fund exchanging into
funds with more than one class of shares may exchange
their shares only for Class A shares of the
other fund. Shareholders of the Income, Intermediate and
Opportunities Funds may exchange their shares only for shares of
the same class. Not all Putnam funds offer all classes of
shares. If you exchange shares subject to a CDSC, the
transaction will not be subject to the CDSC. However, when you
redeem the shares acquired through the exchange, the redemption
may be subject to the CDSC, depending upon when you originally
purchased the shares and using the schedule of any fund into or
from which you have exchanged your shares that would result in
your paying the highest CDSC applicable to your class of shares.
Class B shares of most other Putnam funds have a higher
CDSC than Class B shares of the Intermediate
Fund . For purposes of computing the CDSC, the length of
time you have owned your shares will be measured from the date of
original purchase and will not be affected by any exchange.

To exchange your shares, simply complete an Exchange
Authorization Form and send it to Putnam Investor Services.
Exchange Authorization Forms are available by calling or writing
Putnam Investor Services. For federal income tax purposes, an
exchange is treated as a sale of shares and generally
results in a capital gain or loss. A Telephone Exchange
Privilege is currently available for amounts up to $500,000.
Putnam Investor Services' procedures for telephonic transactions
are described above under "How to sell shares . "
The Telephone Exchange Privilege is not available if you were
issued certificates for shares which remain outstanding.
Ask your investment dealer or Putnam Investor Services for
prospectuses of other Putnam funds. Shares of certain Putnam
funds are not available to residents of all states.

The exchange privilege is not intended as a vehicle for short-
term trading. Excessive exchange activity may interfere with
portfolio management and have an adverse effect on all
shareholders. In order to limit excessive exchange activity and
in other circumstances where Putnam Management or the
Trustees believe doing so would be in the best interests of a
Fund, each Fund reserves the right to revise or terminate the
exchange privilege, limit the amount or number of exchanges or
reject any exchange. Shareholders would be notified of any such
action to the extent required by law. Consult Putnam Investor
Services before requesting an exchange. See the Statement of
Additional Information to find out more about the exchange
privilege.
<PAGE>
HOW EACH FUND VALUES ITS SHARES

GENERAL. The Money Market Fund calculates the net asset value
of a share, and the Income, Intermediate and Opportunities Funds
calculate the net asset value of a share of each class, by
dividing the total value of its assets, less liabilities, by the
number of shares outstanding. Shares are valued as of the close
of regular trading on the New York Stock Exchange each day the
Exchange is open.

THE INCOME, INTERMEDIATE AND OPPORTUNITIES FUNDS. The
values of tax-exempt securities (including New York Tax Exempt
Securities) are stated on the basis of valuations provided
by a pricing service approved by the Trustees, which uses
information with respect to transactions in bonds, quotations
from bond dealers, market transactions in comparable securities
and various relationships between securities in determining
value. Each Fund believes that reliable market quotations
generally are not readily available for purposes
of valuing its portfolio securities. As a result, it is likely
that most of the valuations provided by such pricing service will
be based upon fair value determined on the basis of the factors
listed above. Non-tax exempt securities for which market
quotations are readily available are valued at market
value. Short-term investments that will mature in 60 days or
less are valued at amortized cost, which approximates
market value. All other securities and assets are valued at
their fair value following procedures approved by the Trustees.

THE MONEY MARKET FUND. The Money Market Fund values its
portfolio investments at amortized cost according to Rule 2a-7 of
the 1940 Act. The amortized cost of an instrument is determined
by valuing it at cost originally and thereafter amortizing any
discount or premium from its face value at a constant rate until
maturity.

HOW DISTRIBUTIONS ARE MADE; TAX INFORMATION

THE INCOME, INTERMEDIATE AND OPPORTUNITIES FUNDS. Each
Fund declares all of its net interest income as a distribution on
each day it is open for business. Net interest income consists
of interest accrued on portfolio investments of a Fund,
less accrued expenses, computed in each case since the most
recent determination of net asset value. Normally, the Income
and Intermediate Funds pay distributions of net interest
income on the last business day of each month. The
Opportunities Fund pays distributions of net interest income
monthly. A Fund will distribute at least annually all net
realized capital gains, if any, after applying any available
capital loss carryovers. Distributions paid by a Fund
with respect to Class A shares will generally be greater than
those paid with respect to Class B shares and Class M
shares because expenses attributable to Class B shares and
Class M shares will generally be higher.

You begin earning distributions on the business day after
Putnam Mutual Funds receives payment for your shares. It is your
responsibility to see that your dealer forwards payment promptly.

THE MONEY MARKET FUND. The Money Market Fund determines its net
income once each day the New York Stock Exchange is open, as of
the close of regular trading on the Exchange. Each determination
of the Money Market Fund's net income includes (i) all accrued
interest on portfolio investments of the Fund, (ii) plus or minus
all realized and unrealized gains and losses on the Fund's
investments, (iii) less all accrued expenses of the Fund. (The
Money Market Fund will not have unrealized gains or losses so
long as it values its investments by the amortized cost method.)
All of the net income of the Money Market Fund is declared each
day that the Money Market Fund is open for business as a dividend
to shareholders of record at the time of each declaration.
Shareholders begin earning dividends on the day after the Money
Market Fund accepts their orders. Each month's dividends will be
paid and reinvested on the fifth business day of the next month.
Since the net income of the Fund is declared as a dividend each
time it is determined, the net asset value per share of the Fund
remains at $1.00 immediately after each determination and
dividend declaration.

GENERAL. You can choose from three distribution
options: (1) (all Funds) reinvest all distributions in
additional Fund shares without a sales charge; (2) (INCOME,
INTERMEDIATE AND OPPORTUNITIES FUNDS ONLY) receive
distributions from net interest income in cash while reinvesting
capital gains distributions in additional shares of the Fund
without a sales charge; or (3) (all Funds) receive all
distributions in cash. You can change your distribution option
by notifying Putnam Investor Services in writing. If you do not
select an option when you open your account, all distributions
will be reinvested. All distributions of a Fund not paid
in cash will be reinvested in shares of the class on which the
distribution is paid. You will receive a statement confirming
reinvestment of distributions in additional Fund shares (or in
shares of other Putnam funds for Dividends Plus accounts)
promptly following the quarter in which the reinvestment occurs.

If a check representing a Fund distribution is not cashed within
a specified period, Putnam Investor Services will notify you that
you have the option of requesting another check or reinvesting
the distribution in that Fund or in another Putnam fund. If
Putnam Investor Services does not receive your election, the
distribution will be reinvested in your Fund. Similarly,
if correspondence sent by the Fund or Putnam Investor Services is
returned as "undeliverable," Fund distributions will
automatically be reinvested in that Fund or in another
Putnam fund.

Each Fund intends to qualify as a "regulated investment company"
for federal income tax purposes and to meet all other
requirements that are necessary for it to be relieved of federal
taxes on income and gains it distributes to shareholders. Each
Fund will distribute substantially all of its ordinary income and
capital gain net income on a current basis.

Distributions designated by a Fund as "exempt-interest dividends"
are not generally subject to federal income tax. However, if
you receive Social Security or railroad retirement benefits, you
should consult your tax adviser to determine what effect, if
any, an investment in a Fund may have on the taxation of
your benefits. An investment in either Fund may result in
liability for federal alternative minimum tax, both for
individual and corporate investors. See " New York Tax
Exempt Securities--Alternative Minimum Tax " . To the
extent that exempt-interest dividends are derived from interest
on New York Tax Exempt Securities, such distributions will also
be exempt from New York State and New York City personal income
taxes. However, an investment in a Fund may result in liability
for state and local taxes for individual shareholders subject to
taxation by states other than New York State or cities outside of
New York State because the exemption from New York State and New
York City personal income taxes does not prevent such other
jurisdictions from taxing individual shareholders on dividends
received from a Fund. In addition, distributions derived from
interest on tax exempt securities other than New York Tax Exempt
Securities will be treated as taxable ordinary income for
purposes of the New York State and New York City personal income
taxes.

Exempt-interest dividends, including those derived from New York
Tax Exempt Securities, are included in a corporation's net
investment income for purposes of calculating such corporation's
New York State corporate franchise tax and New York City general
corporation tax and will be subject to such taxes to the extent
that a corporation's net investment income is allocated to New
York State and/or New York City.

All or a portion of interest on indebtedness incurred or
continued to purchase or carry a Fund's shares generally will not
be deductible for federal or New York State and New York City
personal income tax purposes.

For federal income tax purposes, all Fund distributions other
than exempt-interest dividends will be taxable to you as ordinary
income, except that any distributions of net long-term capital
gains will be taxable to you as such, regardless of how long you
have held your shares. For New York State and City personal
income tax purposes, distributions of net long-term gains will be
taxable at the same rates as ordinary income. Distributions will
be taxable as described above whether received in cash or in
shares through the reinvestment of distributions.

The Funds may at times purchase New York Tax Exempt Securities
at a discount from the price at which they were initially issued.
For federal income tax purposes, some or all of the market
discount will be included in the Funds' ordinary income and will
be taxable to shareholders as such when it is distributed to
them.

Early in each year each Fund will notify you of the amount and
tax status of distributions paid to you by that Fund for the
preceding year.

Gain or loss realized upon the taxable disposition of Fund shares
is generally treated as long-term capital gain or loss if the
shares have been held for more than twelve months, and otherwise
as short-term capital gain or loss. However, if a shareholder
receives one or more exempt-interest dividends with respect to a
share that is held for six months or less, any loss on the sale
or exchange of the share will be disallowed to the extent of such
exempt-interest dividend(s).

The foregoing is a summary of certain federal, New York State and
New York City income tax consequences of investing in a Fund.
You should consult your tax adviser to determine the precise
effect of an investment in a Fund on your particular tax
situation (including possible liability for alternative minimum
tax and state and local taxes).

ABOUT PUTNAM INVESTMENTS, INC.

PUTNAM MANAGEMENT HAS BEEN MANAGING MUTUAL FUNDS SINCE 1937.
Putnam Mutual Funds is the principal underwriter of the Funds and
of other Putnam funds. Putnam Fiduciary Trust Company is the
Funds' custodian. Putnam Investor Services, a division of Putnam
Fiduciary Trust Company, is the Funds' investor servicing and
transfer agent.

Putnam Management, Putnam Mutual Funds, and Putnam Fiduciary
Trust Company are subsidiaries of Putnam Investments, Inc., which
is wholly owned by Marsh & McLennan Companies, Inc., a
publicly - owned holding company whose principal businesses
are international insurance and reinsurance brokerage, employee
benefit consulting and investment management.
<PAGE>
SECURITIES RATINGS

The following rating services describe rated securities as
follows:

MOODY'S INVESTORS SERVICE, INC.

BONDS

Aaa -- Bonds which are rated Aaa are judged to be of the best
quality. They carry the smallest degree of investment risk and
are generally referred to as "gilt-edge." Interest payments are
protected by a large or by an exceptionally stable margin and
principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most
unlikely to impair the fundamentally strong position of such
issues.

Aa -- Bonds which are rated Aa are judged to be of high quality
by all standards. Together with the Aaa group they comprise what
are generally known as high grade bonds. They are rated lower
than the best bonds because margins of protection may not be as
large as in Aaa securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements
present which make the long-term risks appear somewhat larger
than in Aaa securities.

A -- Bonds which are rated A possess many favorable investment
attributes and are to be considered as upper medium grade
obligations. Factors giving security to principal and interest
are considered adequate but elements may be present which suggest
a susceptibility to impairment sometime in the future.

Baa -- Bonds which are rated Baa are considered as medium grade
obligations, i.e., they are neither highly protected nor poorly
secured. Interest payments and principal security appear
adequate for the present but certain protective elements may be
lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as
well.

Ba -- Bonds which are rated Ba are judged to have speculative
elements; their future cannot be considered as well assured.
Often the protection of interest and principal payments may be
very moderate and thereby not well safeguarded during both good
and bad times over the future. Uncertainty of position
characterizes bonds in this class.

B -- Bonds which are rated B generally lack characteristics of
the desirable investment. Assurance of interest and principal
payments or of maintenance of other terms of the contract over
any long period of time may be small.

Caa -- Bonds which are rated Caa are of poor standing. Such
issues may be in default or there may be present elements of
danger with respect to principal or interest.

Ca -- Bonds which are rated Ca represent obligations which are
speculative in a high degree. Such issues are often in default
or have other marked shortcomings.

C -- Bonds which are rated C are the lowest rated class of bonds
and issues so rated can be regarded as having extremely poor
prospects of ever attaining any real investment standing.

NOTES

MIG 1/VMIG 1 -- This designation denotes best quality. There is
present strong protection by established cash flows, superior
liquidity support or demonstrated broad-based access to the
market for refinancing.

MIG 2/VMIG 2 -- This designation denotes high quality. Margins
of protection are ample although not so large as in the preceding
group.

COMMERCIAL PAPER

Issuers rated PRIME-1 (or related supporting institutions) have a
superior capacity for repayment of short-term promissory
obligations. Prime-1 repayment capacity will normally be
evidenced by the following characteristics:

- -- Leading market positions in well established industries.

- -- High rates of return on funds employed.

- -- Conservative capitalization structures with moderate
reliance on debt and ample asset protection.

- -- Broad margins in earnings coverage of fixed financial
charges and high internal cash generation.

- -- Well-established access to a range of financial markets
and assured sources of alternate liquidity.

Issuers rated PRIME-2 (or related supporting institutions) have a
strong capacity for repayment of short-term promissory
obligations. This will normally be evidenced by many of the
characteristics cited above to a lesser degree. Earnings trends
and coverage ratios, while sound, will be more subject to
variation. Capitalization characteristics, while still
appropriate, may be more affected by external conditions. Ample
alternate liquidity is maintained.

STANDARD & POOR'S CORPORATION

BONDS

AAA -- Debt rated AAA has the highest rating assigned by Standard
& Poor's. Capacity to pay interest and repay principal is
extremely strong.

AA -- Debt rated AA has a very strong capacity to pay interest
and repay principal and differs from the higher rated issues only
in small degree.

A -- Debt rated A has a strong capacity to pay interest and repay
principal although it is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than
debt in higher rated categories.

BBB -- Debt rated BBB is regarded as having an adequate capacity
to pay interest and repay principal. Whereas it normally
exhibits adequate protection parameters, adverse economic
conditions or changing circumstances are more likely to lead to a
weakened capacity to pay interest and repay principal for debt in
this category than in higher rated categories.

BB-B-CCC-CC-C -- Debt rated BB,B,CCC,CC and C is regarded, on
balance, as predominantly speculative with respect to the
issuer's capacity to pay interest and repay principal in
accordance with the terms of the obligation. While such debt
will likely have some quality and protective characteristics,
these are outweighed by large uncertainties or major risk
exposures to adverse conditions.

D - Bonds rated D are in payment default. The D rating category
is used when interest payments or principal payments are not made
on the date due even if the applicable grace period has not
expired, unless Standard & Poor's believes that such payments
will be made during such grace period. The D rating also will be
used on the filing of a bankruptcy petition if debt service
payments are jeopardized.

FITCH INVESTORS SERVICE, INC.:

AAA - Bonds considered to be investment grade and of the highest
credit quality. The obligor has an exceptionally strong ability
to pay interest and repay principal, which is unlikely to be
affected by reasonably foreseeable events.

AA - Bonds considered to be investment grade and of very high
credit quality. The obligor's ability to pay interest and repay
principal is very strong, although not quite as strong as bonds
rated AAA.

A - Bonds considered to be investment grade and of high credit
quality. The obligor's ability to pay interest and repay
principal is considered to be strong, but may be more vulnerable
to adverse changes in economic conditions and circumstances than
bonds with higher ratings.

BBB - Bonds considered to be investment grade and of satisfactory
credit quality. The obligor's ability to pay interest and repay
principal is considered to be adequate. Adverse changes in
economic conditions and circumstances, however, are more likely
to have adverse impact on these bonds, and therefore impair
timely payment. The likelihood that the ratings of these bonds
will fall below investment grade is higher than for bonds with
higher ratings.

BB - Bonds considered to be speculative. The obligor's ability
to pay interest and repay principal may be affected over time by
adverse economic changes. However, business and financial
alternatives can be identified which could assist the obligor in
satisfying its debt service requirements.

NOTES

SP-1 -- Very strong or strong capacity to pay principal and
interest. Those issues determined to possess overwhelming safety
characteristics will be given a (+).

SP-2 -- Satisfactory capacity to pay principal and interest.

COMMERCIAL PAPER

A-1 -- This designation indicates that the degree of safety
regarding timely payment is either overwhelming or very strong.
Those issues determined to possess overwhelming safety
characteristics are denoted with a (+).

A-2 -- Capacity for timely payment on issues with this
designation is strong. However, the relative degree of safety is
not as high as for issues designated "A-1."
<PAGE>
Make the most of your Putnam privileges

The following services are available to you as a Putnam mutual
fund shareholder.

SYSTEMATIC INVESTMENT PLAN*
Invest as much as you wish ($25 or more) on any day of the month
except for the 29th, 30th, or 31st. The amount will be
automatically transferred from your checking or savings account.

SYSTEMATIC WITHDRAWAL*
Make regular withdrawals of $50 or more monthly, quarterly, or
semiannually from an account valued at $10,000 or more. You may
establish your withdrawal on any day of the month except for the
29th, 30th, or 31st.

For more information about any of these services and privileges,
call your investment advisor or a Putnam customer service
representative toll free at 1-800-225-1581.

* Investors may not maintain, within the same fund,
simultaneous plans for systematic investment or exchange and
systematic withdrawal or exchange.
<PAGE>
PUTNAM NEW YORK TAX EXEMPT INCOME TRUST

PUTNAM NEW YORK INTERMEDIATE TAX EXEMPT FUND

PUTNAM NEW YORK TAX EXEMPT OPPORTUNITIES FUND

PUTNAM NEW YORK TAX EXEMPT MONEY MARKET FUND

One Post Office Square
Boston, MA 02109

FUND INFORMATION:
INVESTMENT MANAGER

Putnam Investment Management, Inc.
One Post Office Square
Boston, MA 02109

MARKETING SERVICES

Putnam Mutual Funds Corp.
One Post Office Square
Boston, MA 02109

INVESTOR SERVICING AGENT

Putnam Investor Services
Mailing address:
P.O. Box 41203
Providence, RI 02940-1203

CUSTODIAN

Putnam Fiduciary Trust Company
One Post Office Square
Boston, MA 02109

LEGAL COUNSEL

Ropes & Gray
One International Place
Boston, MA 02110
<PAGE>
INDEPENDENT ACCOUNTANTS

Putnam New York Tax Exempt Income Trust and Putnam New York
Tax Exempt Money Market Fund
Coopers & Lybrand L.L.P.
One Post Office Square
Boston, MA 02109

Putnam New York Tax Exempt Opportunities Fund
Price Waterhouse LLP
160 Federal Street
Boston, MA 02110

PUTNAMINVESTMENTS

One Post Office Square
Boston, Massachusetts 02109
Toll-free 1-800-225-1581
<PAGE>

PUTNAM NEW YORK TAX EXEMPT INCOME

FUND
PUTNAM NEW YORK INTERMEDIATE TAX EXEMPT FUND
EACH A SERIES OF:
PUTNAM NEW YORK TAX EXEMPT INCOME TRUST (THE "TRUST")

PUTNAM NEW YORK TAX EXEMPT OPPORTUNITIES FUND
PUTNAM NEW YORK TAX EXEMPT MONEY MARKET FUND
FORM N-1A
PART B

STATEMENT OF ADDITIONAL INFORMATION
FEBRUARY 1, 1995

This Statement of Additional Information is not a Prospectus and
is only authorized for distribution when accompanied or preceded
by the Prospectus of Putnam New York Tax Exempt Income Fund
(the "Income Fund"), Putnam New York Intermediate Tax Exempt Fund
(the "Intermediate Fund"), Putnam New York Tax Exempt
Opportunities Fund (the "Opportunities Fund") and Putnam New York
Tax Exempt Money Market Fund (the "Money Market Fund")
(collectively the "Funds") dated February 1, 1995 , as revised
from time to time. This Statement contains information which may
be useful to investors but which is not included in the
Prospectus. If a Fund has more than one form of current
Prospectus, each reference to the Prospectus in this Statement
shall include all the Fund's Prospectuses, unless
otherwise noted. The Statement should be read together with the
applicable Prospectus. Investors may obtain a free copy of the
applicable Prospectus from Putnam Investor Services, Mailing
address: P.O. Box 41203, Providence, RI 02940-1203.

Part I of this Statement contains specific information about the
Funds . Part II includes information about the
Funds and the other Putnam funds.
<PAGE>
TABLE OF CONTENTS

PART I

NEW YORK TAX EXEMPT SECURITIES . . . . . . . . . . . . . . . . . . . . .I-3

SECURITIES RATINGS. . . . . . . . . . . . . . . . . . . . I- 6

INVESTMENT RESTRICTIONS OF THE FUNDS . . . . . . . . . . . . . . I- 9

FUND CHARGES AND EXPENSES. . . . . . . . . . . . . . . . . . . .I- 17

AMORTIZED COST VALUATION AND DAILY DIVIDENDS (THE MONEY MARKET
FUND). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-29

INVESTMENT PERFORMANCE OF THE FUNDS. . . . . . . . . . . . . . .I- 31

EQUIVALENT YIELDS: TAX-EXEMPT VERSUS TAXABLE SECURITIES . . .
.I- 49

ADDITIONAL OFFICERS OF THE TRUST AND THE FUNDS. . . . . . . . . I-52

INDEPENDENT ACCOUNTANTS AND FINANCIAL STATEMENTS . . . . . . .
.I- 53

PART II

MISCELLANEOUS INVESTMENT PRACTICES . . . . . . . . . . . . . . . . . . II-1

TAXES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . II- 22

MANAGEMENT OF THE FUND . . . . . . . . . . . . . . . . . . . . II- 27

DETERMINATION OF NET ASSET VALUE . . . . . . . . . . . . . . . II- 36

HOW TO BUY SHARES. . . . . . . . . . . . . . . . . . . . . . . . . . .II-38

DISTRIBUTION PLAN. . . . . . . . . . . . . . . . . . . . . . . II- 49

INVESTOR SERVICES. . . . . . . . . . . . . . . . . . . . . . . II- 50

SIGNATURE GUARANTEES . . . . . . . . . . . . . . . . . . . . . II- 56

SUSPENSION OF REDEMPTIONS. . . . . . . . . . . . . . . . . . . II- 56

SHAREHOLDER LIABILITY. . . . . . . . . . . . . . . . . . . . . II- 56

STANDARD PERFORMANCE MEASURES. . . . . . . . . . . . . . . . . II- 57

COMPARISON OF PORTFOLIO PERFORMANCE. . . . . . . . . . . . . . II- 58

DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . II- 63

PUTNAM NEW YORK TAX EXEMPT INCOME TRUST
PUTNAM NEW YORK TAX EXEMPT OPPORTUNITIES FUND
PUTNAM NEW YORK TAX EXEMPT MONEY MARKET FUND
STATEMENT OF ADDITIONAL INFORMATION
PART I

NEW YORK TAX EXEMPT SECURITIES

GENERAL DESCRIPTION. As used in the Prospectus and in this
Statement, the term "New York Tax Exempt Securities" includes
debt obligations issued by the State of New York , its
political subdivisions (for example, counties, cities,
towns, villages, districts and authorities), and their
agencies, instrumentalities or other governmental units, the
interest with respect to which , in the opinion of
bond counsel, is exempt from both federal income tax and
New York State and City personal income taxes. These
securities are issued to obtain funds for various public
purposes, including the construction of a wide range of public
facilities, such as airports, bridges, highways, housing,
hospitals, mass transportation, schools, streets and water and
sewer works. Other public purposes for which New York Tax Exempt
Securities may be issued include the refunding of outstanding
obligations or obtaining funds for general operating expenses.
Short-term New York Tax Exempt Securities are generally issued by
state and local governments and public authorities as interim
financing in anticipation of tax collections, revenue receipts,
or bond sales to finance such public purposes. In addition,
certain types of "private activity" bonds may be issued by public
authorities to finance such projects as privately operated
housing facilities, certain local facilities for water
supply, gas, electricity or sewage or solid waste disposal,
student loans, or the obtaining of funds to lend to public or
private institutions for the construction of facilities such as
educational, hospital and housing facilities. Such obligations
are included within the term New York Tax Exempt Securities if
the interest paid thereon is, in the opinion of bond counsel,
exempt from federal income tax (such interest may, however, be
subject to federal alternative minimum tax) and New York State
and City personal income taxes. Other types of private activity
bonds, the proceeds of which are used for the construction,
repair or improvement of, or to obtain equipment for, privately
operated industrial or commercial facilities, may constitute New
York Tax Exempt Securities, although the current federal tax laws
place substantial limitations on the size of such issues. New
York Tax Exempt Securities also include short-term discount notes
(tax-exempt commercial paper), which are promissory notes issued
by municipalities to enhance their cash flows.

PARTICIPATION INTERESTS. The Money Market Fund may invest in
New York Tax Exempt Securities either by purchasing them directly
or by purchasing certificates of accrual or similar instruments
evidencing direct ownership of interest payments or principal
payments, or both, on New York Tax Exempt Securities, provided
that, in the opinion of counsel to the initial seller of each
such certificate or instrument, any discount accruing on the
certificate or instrument that is purchased at a yield not
greater than the coupon rate of interest on the related New York
Tax Exempt Securities will be exempt from federal income tax to
the same extent as interest on the New York Tax Exempt
Securities. The Money Market Fund may also invest in New York
Tax Exempt Securities by purchasing from banks participation
interests in all or part of specific holdings of New York Tax
Exempt Securities. These participations may be backed in whole
or in part by an irrevocable letter of credit or guarantee of the
selling bank. The selling bank may receive a fee from the Money
Market Fund in connection with the arrangement. The Money Market
Fund will not purchase such participation interests unless it
receives an opinion of counsel or a ruling of the Internal
Revenue Service that interest earned by it on New York Tax Exempt
Securities in which it holds such participation interests is
exempt from federal income tax. The Money Market Fund does not
expect to invest more than 5% of its assets in participation
interests.

STAND-BY COMMITMENTS. When a Fund purchases New York Tax Exempt
Securities, it has the authority to acquire stand-by commitments
from banks and broker-dealers with respect to those New York Tax
Exempt Securities. A stand-by commitment may be considered a
security independent of the New York Tax Exempt Security to which
it relates. The amount payable by a bank or dealer during the
time a stand-by commitment is exercisable, absent unusual
circumstances, would be substantially the same as the market
value of the underlying New York Tax Exempt Security to a third
party at any time. The Funds expect that stand-by
commitments generally will be available without the payment of
direct or indirect consideration. The Funds do not expect
to assign any value to stand-by commitments.

YIELDS. The yields on New York Tax Exempt Securities depend on a
variety of factors, including general money market conditions,
effective marginal tax rates, the financial condition of the
issuer, general conditions of the New York Tax Exempt Security
market, the size of a particular offering, the maturity of the
obligation and the rating of the issue. The ratings of Moody's
Investors Service, Inc. ("Moody's"), Standard & Poor's
Corporation ("Standard & Poor's") and Fitch Investors Service,
Inc. ("Fitch") represent their opinions as to the quality of the
New York Tax Exempt Securities which they undertake to rate. It
should be emphasized, however, that ratings are general and are
not absolute standards of quality. Consequently, New York Tax
Exempt Securities with the same maturity and interest rate but
with different ratings may have the same yield. Yield
disparities may occur for reasons not directly related to the
investment quality of particular issues or the general movement
of interest rates, due to factors such as changes
in the overall demand or supply of various types of New York Tax
Exempt Securities or changes in the investment objectives of
investors. Subsequent to purchase by a Fund, an issue of New York
Tax Exempt Securities or other investments may cease to be rated
or its rating may be reduced below the minimum rating required
for purchase by that Fund. Neither event will require the
elimination of an investment from the Fund's portfolio, but
Putnam Management will consider such an event in its
determination of whether a Fund should continue to hold an
investment in its portfolio.

"MORAL OBLIGATION" BONDS. None of the Funds currently
intends to invest in so-called "moral obligation" bonds, where
repayment is backed by a moral commitment of an entity other than
the issuer, unless the credit of the issuer itself, without
regard to the "moral obligation," meets the investment criteria
established for investments by that Fund.

ADDITIONAL RISKS. Securities in which the Funds may invest,
including New York Tax Exempt Securities, are subject to the
provisions of bankruptcy, insolvency and other laws affecting the
rights and remedies of creditors, such as the federal Bankruptcy
Code, and laws, if any, which may be enacted by Congress or the
New York legislature extending the time for payment of
principal or interest, or both, or imposing other constraints
upon enforcement of such obligations. There is also the
possibility that as a result of litigation or other conditions
the power or ability of issuers to meet their obligations for the
payment of interest and principal on their New York Tax Exempt
Securities may be materially affected.

From time to time, proposals have been introduced before Congress
for the purpose of restricting or eliminating the federal income
tax exemption for interest on debt obligations issued by states
and their political subdivisions. Federal tax laws limit the
types and amounts of tax-exempt bonds issuable for certain
purposes, especially industrial development bonds and
private activity bonds. Such limits may affect the
future supply and yields of these types of New York Tax Exempt
Securities. Further proposals limiting the issuance of tax-
exempt bonds may well be introduced in the future. If it
appeared that the availability of New York Tax Exempt Securities
for investment by a Fund and the value of the Fund's
portfolio could be materially affected by such changes in law,
the Trustees would reevaluate its investment objective and
policies and consider changes in the structure of the Fund or its
dissolution.
<PAGE>
SECURITIES RATINGS

The following rating services describe rated securities
as follows :

MOODY'S INVESTORS SERVICE, INC.

BONDS

Caa -- Bonds which are rated Caa are of poor standing. Such
issues may be in default or there may be present elements of
danger with respect to principal or interest.

Ca -- Bonds which are rated Ca represent obligations which are
speculative in a high degree. Such issues are often in default
or have other marked shortcomings.

C -- Bonds which are rated C are the lowest rated class of bonds
and issues so rated can be regarded as having extremely poor
prospects of ever attaining any real investment standing.

NOTES

MIG 2/VMIG 2 -- This designation denotes high quality. Margins
of protection are ample although not so large as in the preceding
group.

COMMERCIAL PAPER

- -- Leading market positions in well established industries.
- -- High rates of return on funds employed.
- -- Conservative capitalization structures with moderate
reliance on debt and ample asset protection.
- -- Broad margins in earnings coverage of fixed financial
charges and high internal cash generation.
- -- Well-established access to a range of financial markets
and assured sources of alternate liquidity.

BONDS

AAA -- Debt rated AAA has the highest rating assigned by Standard
& Poor's. Capacity to pay interest and repay principal is
extremely strong.

AA -- Debt rated AA has a very strong capacity to pay interest
and repay principal and differs from the higher rated issues only
in small degree.

BB- B - CCC-CC-C -- Debt rated BB ,B,CCC,CC and
C is regarded, on balance, as predominantly speculative with
respect to the issuer's capacity to pay interest and repay
principal in accordance with the terms of the obligation. While
such debt will likely have some quality and protective
characteristics, these are outweighed by large uncertainties or
major risk exposures to adverse conditions.

D - Bonds rated D are in payment default. The D rating
category is used when interest payments or principal payments are
not made on the date due even if the applicable grace period has
not expired, unless Standard & Poor's believes that such payments
will be made during such grace period. The D rating also will be
used on the filing of a bankruptcy petition if debt service
payments are jeopardized.

FITCH INVESTORS SERVICE, INC.:

NOTES

SP-1 -- Very strong or strong capacity to pay principal and
interest. Those issues determined to possess overwhelming safety
characteristics will be given a (+).

SP-2 -- Satisfactory capacity to pay principal and interest.

COMMERCIAL PAPER

A-2 -- Capacity for timely payment on issues with this
designation is strong. However, the relative degree of safety is
not as high as for issues designated "A-1."

INVESTMENT RESTRICTIONS OF THE FUNDS

THE INCOME AND MONEY MARKET FUNDS

AS FUNDAMENTAL INVESTMENT RESTRICTIONS, WHICH MAY NOT BE CHANGED
WITHOUT A VOTE OF A MAJORITY OF ITS OUTSTANDING VOTING
SECURITIES, THE INCOME FUND MAY NOT AND WILL NOT TAKE ANY OF THE
FOLLOWING ACTIONS:

(1) Borrow money in excess of 10% of the value (taken at the
lower of cost or current value) of its total assets (not
including the amount borrowed) at the time the borrowing is made,
and then only from banks as a temporary measure to facilitate the
meeting of redemption requests (not for leverage) which might
otherwise require the untimely disposition of portfolio
investments or for extraordinary or emergency purposes. Such
borrowings will be repaid before any additional investments are
purchased.

(2) (The Income Fund only) Pledge, hypothecate, mortgage,
or otherwise encumber its assets in excess of 10% of its total
assets (taken at the lower of cost or current value) in
connection with borrowings permitted by restriction 1 above
(relating to permitted bank borrowings).

(3) (The Money Market Fund only) Pledge, hypothecast,
mortgage, or otherwise encumber its assets in excess of 10% of
its total assets (taken at the lower of cost of current value)
and then only to secure borrowings by restriction 1 above
(relating to permitted bank borrowings). For the purposes of
this restriction, collateral arrangements with respect to margin
for financial futures contracts or options are not deemed to be a
pledge of assets.

(4) Purchase securities on margin, except such short-term
credits as may be necessary for the clearance of purchases and
sales of securities, but it may make margin payments in
connection with financial futures contracts or related options.

(5) Make short sales of securities or maintain a short
position for the account of the Fund unless at all times when a
short position is open it owns an equal amount of such securities
or owns securities which, without payment of any further
consideration, are convertible into or exchangeable for
securities of the same issue as, and equal in amount to, the
securities sold short.

(6) Underwrite securities issued by other persons except
to the extent that, in connection with the disposition of its
portfolio investments, it may be deemed to be an underwriter
under certain federal securities laws.

(7) Purchase or sell real estate, although it may
purchase securities which are secured by or represent interests
in real estate.

(8) Purchase or sell commodities or commodity contracts
except financial futures contracts and related options.

(9) Make loans, except by purchase of debt obligations in
which the Fund may invest consistent with its investment
policies, and through repurchase agreements.

(10) Invest in securities of any issuer if, to the
knowledge of the Fund, officers and Trustees of the Fund and
officers and directors of Putnam Management who beneficially own
more than 0.5% of the securities of that issuer together own more
than 5%.

(11) Invest in securities of any issuer if, immediately
after such investment, more than 5% of the total assets of the
Fund taken at current value would be invested in the securities
of such issuer; provided that this limitation does not apply to
obligations issued or guaranteed as to interest and principal by
the U.S. government, its agencies or instrumentalities or to New
York Tax Exempt Securities.

(12) Purchase securities which are restricted as to
resale, if, as a result, such investments would exceed 15% of the
value of the Fund's net assets, excluding restricted securities
that have been determined by the Trustees of the Fund (or the
person designated by them to make such determinations) to be
readily marketable.

(13) Purchase securities (other than securities of the
U.S. government, its agencies or instrumentalities or New York
Tax Exempt Securities, except obligations backed only by the
assets and revenues of nongovernmental issuers) if, as a result
of such purchase, more than 25% of the Fund's total assets would
be invested in any one industry.

(14) Acquire more than 10% of the voting securities of
any issuer.

(15) Issue any class of securities which is senior to the
Fund's shares of beneficial interest.

IT IS CONTRARY TO THE PRESENT POLICY OF EACH OF THE INCOME
AND MONEY MARKET FUNDS , WHICH POLICY MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL, TO:

(1) Invest in securities of registered open-end investment
companies, except as they may be acquired as part of a merger or
consolidation or acquisition of assets or by purchases in the
open market involving only customary brokers' commissions.

(2) Engage in puts, calls, straddles, spreads or any combination
thereof, except that a Fund may buy and sell call and put
options (and any combination thereof) on securities, on financial
futures contracts and on securities indices; in connection with
the purchase of fixed-income securities, however, a Fund
may acquire attached warrants or other rights to subscribe for
securities of companies issuing such fixed-income securities or
securities of parents or subsidiaries of such companies.
(Each Fund's investment policies do not currently permit
it to exercise warrants or rights with respect to equity
securities.)

(3) Invest in securities of any issuer if the party responsible
for payment, together with any predecessor, has been in operation
for less than three years, and, as a result of the investment,
the aggregate of such investments would exceed 5% of the value of
the Fund's net assets; provided, however, that this restriction
shall not apply to any obligation of the United States or its
agencies or for the payment of which is pledged the faith, credit
and taxing power of any person authorized to issue New York Tax
Exempt Securities.

(4) Buy or sell oil, gas or other mineral leases, rights or
royalty contracts.

(5) Invest in (a) securities which at the time of such
investment are not readily marketable, (b) securities restricted
as to resale (excluding securities determined by the Trustees
(or the person designated by the Trustees to make
such determinations) to be readily marketable), and (c)
repurchase agreements maturing in more than seven days, if, as a
result, more than 15% of the Fund's net assets (taken at current
value) would be invested in securities described in (a), (b) and
(c) above.

The Money Market Fund has no present intention of engaging in
options or futures transactions and the Income Fund has no
present intention of selling options, as addressed in fundamental
investment restrictions 3, 4 and 8 and non-fundamental investment
restriction 2.

THE INTERMEDIATE FUND

AS FUNDAMENTAL INVESTMENT RESTRICTIONS, WHICH MAY NOT BE CHANGED
WITHOUT A VOTE OF A MAJORITY OF ITS OUTSTANDING VOTING
SECURITIES, THE INTERMEDIATE FUND MAY NOT AND WILL NOT:

(2) Underwrite securities issued by other persons except to the
extent that, in connection with the disposition of its portfolio
investments, it may be deemed to be an underwriter under certain
federal securities laws.

(3) Purchase or sell real estate, although it may purchase
securities of issuers which deal in real estate, securities which
are secured by interests in real estate, and securities which
represent interests in real estate, and it may acquire and
dispose of real estate or interests in real estate acquired
through the exercise of its rights as a holder of debt
obligations secured by real estate or interests therein.

(4) Purchase or sell commodities or commodity contracts, except
that the Fund may purchase and sell financial futures contracts
and options.

(5) Make loans, except by purchase of debt obligations in which
the Fund may invest consistent with its investment policies, by
entering into repurchase agreements with respect to not more than
25% of its total assets (taken at current value) or through the
lending of its portfolio securities with respect to not more than
25% of its total assets (taken at current value).

(6) Purchase securities (other than securities of the U.S.
government, its agencies or instrumentalities or New York Tax
Exempt Securities, except obligations backed only by the assets
and revenues of nongovernmental issuers) if, as a result of such
purchase, more than 25% of the Fund's total assets would be
invested in any one industry.

(7) Issue any class of securities which is senior to the Fund's
shares of beneficial interest.

IT IS CONTRARY TO THE INTERMEDIATE FUND'S PRESENT POLICY, WHICH
MAY BE CHANGED WITHOUT SHAREHOLDER APPROVAL, TO:

(1) Invest in (a) securities which at the time of such
investment are not readily marketable, (b) securities restricted
as to resale (excluding securities determined by the Trustees of
the Trust (or the person designated by the Trustees of the Trust
to make such determinations) to be readily marketable), and (c)
repurchase agreements maturing in more than seven days, if, as a
result, more than 15% of the Fund's net assets (taken at current
value) would be invested in securities described in (a), (b) and
(c) above.

(2) Invest in securities of registered open-end investment
companies, except as they may be acquired as part of a merger or
consolidation or acquisition of assets or by purchases in the
open market involving only customary brokers' commissions.

OPPORTUNITIES FUND

AS FUNDAMENTAL INVESTMENT RESTRICTIONS, WHICH MAY NOT BE CHANGED
WITHOUT A VOTE OF A MAJORITY OF THE OUTSTANDING VOTING
SECURITIES, THE FUND MAY NOT AND WILL NOT:

(2) Pledge, hypothecate, mortgage, or otherwise encumber its
assets in excess of 10% of its total assets (taken at the lower
of cost or current value) in connection with borrowings permitted
by restriction 1 above (relating to permitted bank borrowings).

(3) Purchase securities on margin, except such short-term
credits as may be necessary for the clearance of purchases and
sales of securities, and except that it may make margin payments
in connection with futures contracts and options.

(4) Make short sales of securities or maintain a short sale
position for the account of the Fund unless at all times when a
short position is open it owns an equal amount of such securities
or owns securities which, without payment of any further
consideration, are convertible into or exchangeable for
securities of the same issue as, and at least equal in amount to,
the securities sold short.

(5) Underwrite securities issued by other persons except to the
extent that, in connection with the disposition of its portfolio
investments, it may be deemed to be an underwriter under certain
federal securities laws.

(6) Purchase or sell real estate, although it may purchase
securities of issuers which deal in real estate, securities which
are secured by interests in real estate, and securities
representing interests in real estate, and it may acquire and
dispose of real estate or interests in real estate acquired
through the exercise of its rights as a holder of debt
obligations secured by real estate or interests therein.

(7) Purchase or sell commodities or commodity contracts, except
that the Fund may purchase and sell financial futures contracts
and related options.

(8) Make loans, except by purchase of debt obligations in which
the Fund may invest consistent with its investment policies, or
by entering into repurchase agreements with respect to not more
than 25% of its total assets (taken at current value) or through
the lending of its portfolio securities with respect to not more
than 25% of its assets.

(9) Invest in securities of any issuer if, to the knowledge of
the Fund, officers and Trustees of the Fund and officers and
directors of Putnam Management who beneficially own more than
0.5% of the shares or securities of that issuer together own more
than 5%.

(10) With respect to 50% of its total assets, invest in
securities of any issuer if, immediately after such investment,
more than 5% of the total assets of the Fund (taken at current
value) would be invested in the securities of such issuer;
provided that this limitation does not apply to obligations
issued or guaranteed as to interest or principal by the U.S.
government or its agencies or instrumentalities and New York Tax
Exempt Securities.

(11) Acquire more than 10% of the voting securities of any
issuer.

(12) Purchase securities (other than securities of the U.S.
government, its agencies or instrumentalities or New York Tax
Exempt Securities, except obligations backed only by the assets
and revenues of nongovernmental issuers) if, as a result of such
purchase, more than 25% of the Fund's total assets would be
invested in any one industry.

(13) Invest in the securities of other registered investment
companies, except by purchases in the open market including only
customary brokers' commissions, and except as they may be
acquired as part of a merger or consolidation or acquisition of
assets.

(14) Purchase securities restricted as to resale, if, as a
result, such investments would exceed 5% of the value of the
Fund's net assets.

(15) Make investments for the purpose of gaining control of a
company's management.

(16) Issue any class of securities which is senior to the Fund's
shares of beneficial interest.
<PAGE>
IT IS CONTRARY TO THE OPPORTUNITIES FUND'S PRESENT POLICY, WHICH
MAY BE CHANGED WITHOUT SHAREHOLDER APPROVAL, TO:

(1) Invest in (a) securities which at the time of such
investment are not readily marketable, (b) securities restricted
as to resale (excluding securities determined by the Trustees of
the Fund (or the person designated by the Trustees of the Fund to
make such determinations) to be readily marketable), and (c)
repurchase agreements maturing in more than seven days, if, as a
result, more than 15% of the Fund's net assets (taken at current
value) would be invested in securities described in (a), (b) and
(c) above.

(2) Invest in warrants (other than warrants acquired by the Fund
as part of a unit or attached to securities at the time of
purchase).

(3) Invest in securities of any issuer if the party responsible
for payment, together with any predecessors, has been in
operation for less than three consecutive years and, as a result
of the investment, the aggregate of such investments would exceed
5% of the value of the Fund's net assets; provided, however, that
this restriction shall not apply to any obligation of the United
States or its agencies or instrumentalities and New York Tax
Exempt Securities.

(4) Buy or sell oil, gas or other mineral leases, rights or
royalty contracts, although it may purchase securities of issuers
which deal in, represent interests in, or are secured by
interests in such leases, rights, or contracts, and it may
acquire or dispose of such leases, rights, or contracts acquired
through the exercise of its rights as a holder of debt
obligations secured thereby.

-----------------
GENERAL

Although certain of each Fund's fundamental investment
restrictions permit the Fund to borrow money to a limited
extent, the Funds do not currently intend to do so and
did not do so last year.

-----------------

All percentage limitations on investments will apply at the time
of the making of an investment and shall not be considered
violated unless an excess or deficiency occurs or exists
immediately after and as a result of such investment.

The Investment Company Act of 1940 provides that a "vote of a
majority of the outstanding voting securities" of a Fund means
the affirmative vote of the lesser of (1) more than 50% of the
outstanding shares of such Fund, or (2) 67% or more of the shares
present at a meeting if more than 50% of the outstanding shares
are represented at the meeting in person or by proxy.

FUND CHARGES AND EXPENSES

THE TRUST

TRUSTEE FEES

The Fund pays each Trustee a fee for his or her
services. Each Trustee also receives fees for serving as Trustee
of other Putnam funds. The Trustees periodically review
their fees to assure that such fees continue to be appropriate in
light of their responsibilities as well as in relation to fees
paid to trustees of other mutual fund complexes. The
Compensation Committee, which consists solely of Trustees not
affiliated with Putnam Management and is responsible for
recommending Trustee compensation, estimates that the Committee
and Trustee meeting time together with the appropriate
preparation requires the equivalent of at least three business
days per Trustee meeting. The fees paid to each Trustee by the
Fund and by all of the Putnam funds are shown below:

RETIREMENT
BENEFITS TOTAL
YEAR FIRST AGGREGATE ACCRUED AS COMPENSATION
ELECTED COMPENSATION PART OF FUND'S FROM ALL
TRUSTEES AS A TRUSTEE FROM THE FUND* EXPENSES PUTNAM
FUNDS**
- ---------------------------------------------------------------------------------
<C> <C> <C> <C> <C>
Jameson A. Baxter 1994 $2,980.19 $0 $143,850.02
Hans H. Estin 1972 $3,260.12 0 141,850.02
John A. Hill 1985 $3,277.49 0 141,850.02
Elizabeth T. Kennan 1992 $3,228.40 0 139,850.02
Lawrence J. Lasser 1992 $3,260.12 0 141,850.02
Robert E. Patterson 1984 $3,336.28 0 143,850.02
Donald S. Perkins 1982 $3,212.50 0 139,850.02
William F. Pounds 1971 $3,277.61 0 141,850.02
George Putnam 1964 $3,260.12 0 141,850.02
George Putnam, III 1984 $3,260.12 0 141,850.02
A.J.C. Smith 1986 $3,162.46 0 137,850.02
W. Nicholas Thorndike 1992 $3,316.28 0 143,850.02
- ----------------------------------------------------------------------------------

* Reflects amounts paid by the Fund for its fiscal year ended November 30, 1994.
Includes an annual retainer and, in the case of all Trustees other than Messrs.
Lasser and Putnam, an attendance fee for each meeting attended.
** Reflects total payments received from all Putnam funds in the most recent calendar
year. As of December 31, 1994, there were 72 funds in the Putnam family.
</TABLE>
The Fund's Trustees have approved Retirement Guidelines for
Trustees of the Putnam funds. These guidelines provide generally
that a Trustee who retires after reaching age 72 and who has at
least 10 years of continuous service will be eligible to receive
a retirement benefit for each Putnam fund for which he or she
served as a Trustee. The amount and form of such benefit is
subject to determination annually by the Trustees and, unless
otherwise determined by the Trustees, will be an annual cash
benefit equal to one half of the Trustee retainer fees paid by
the Fund at the time of retirement. Several retired Trustees are
currently receiving benefits pursuant to the Guidelines and it is
anticipated that the current Trustees of the Fund will receive
similar benefits upon their retirement. A Trustee who retired in
the most recent calendar year and was eligible to receive
benefits under these Guidelines would have received an annual
benefit of $60,425, based upon the aggregate retainer fees paid
by the Putnam funds for such year. The Trustees of the Fund
reserve the right to amend or terminate such Guidelines and the
related payments at any time, and may modify or waive the
foregoing eligibility requirements when deemed appropriate.

For additional information concerning the Fund's Trustees, see
"Management of the Fund" in Part II of this Statement of
Additional Information.

ADMINISTRATIVE EXPENSE REIMBURSEMENT

The Income and Intermediate Funds reimbursed Putnam Management
$29,968 and $27, respectively, for administrative services in
fiscal 1994, including $27,178 and $24, respectively, for their
share of the compensation of certain officers of the Trust and
their staff and contributions to the Putnam Investments, Inc.
Profit Sharing Retirement Plan for their benefit.

THE INCOME FUND

MANAGEMENT FEES

Under a Management Contract dated July 11, 1991, the Income Fund
pays a quarterly fee to Putnam Management based on the average
net assets of the Income Fund, as determined at the close of each
business day during the quarter, at an annual rate of 0.60% of
the first $500 million of average net assets, 0.50% of the next
$500 million, 0.45% of the next $500 million and 0.40% of any
amount over $1.5 billion. For its 1992 , 1993
and 1994 fiscal years, pursuant to the Management Contract
the Income Fund incurred fees of $8,946,558
, $10,741,863 and $11,066,326 , respectively.

BROKERAGE COMMISSIONS

Most purchases and sales of portfolio investments are with
underwriters of , or dealers in New York Tax Exempt
Securities and other tax-exempt securities, acting as principal.
Accordingly, the Income Fund will not ordinarily pay significant
brokerage commissions. During fiscal 1992 , 1993
and 1994 , the Income Fund incurred $67,325 ,
$589,005 and $475,165 , respectively, in brokerage
commissions on agency transactions. In fiscal 1992
, 1993 and 1994 , the Income Fund incurred
underwriting commissions aggregating $2,068,111 ,
$3,193,325 and $1,809,675 , respectively, on underwritten
transactions. In fiscal 1994 , Putnam Management, on
behalf of the Income Fund, placed agency and underwritten
transactions having an approximate aggregate dollar value of
$303,807,138 (10.42% of the Income Fund's agency and
underwritten transactions, on which approximately $238,163
of commissions were paid) with brokers and dealers to recognize
research, statistical and quotation services Putnam Management
considered to be particularly useful to it and its affiliates.

OWNERSHIP OF INCOME FUND SHARES

At December 31, 1994 , the officers and Trustees of the
Trust as a group owned less than 1% of the outstanding shares of
any class of the Income Fund, and to the knowledge of the
Trust no person owned of record or beneficially 5% or more
of the shares of any class of the Income Fund, except that
Merrill Lynch, Pierce, Fenner & Smith, Inc., 4500 Deer
Lake Drive E., Jacksonville, FL 32246 , owned of record
12.3% of the Class A shares and 6.8% of the Class B shares
of the Income Fund. No Class M shares were outstanding at
December 31,1994.

CLASS A SALES CHARGES, CONTINGENT DEFERRED SALES CHARGES AND
12B-1 FEES

During fiscal 1992 , 1993 and 1994 , Putnam
Mutual Funds received $12,369,841 , $11,303,898
and $3,975,808 , respectively, in sales charges on sales of
Class A shares of the Income Fund, of which it retained
$800,342 , $634,632 and $264,944 , respectively,
after allowance of dealer concessions. During fiscal
1992 and 1993, Putnam Mutual Funds received $3,853 and $4,188,
respectively, in contingent deferred sales charges upon
redemptions of Class A shares of the Income Fund. During fiscal
1994 Putnam Mutual Funds did not receive any contingent
deferred sales charges upon redemptions of Class A shares of the
Income Fund. During fiscal 1994 , the Fund incurred
$4,302,653 in 12b-1 fees to Putnam Mutual Funds pursuant
to the Fund's Class A Distribution Plan.

CLASS B CONTINGENT DEFERRED SALES CHARGES AND 12B-1 FEES

During fiscal 1993 and 1994 , Putnam Mutual Funds received
$152,891 and $541,067, respectively, in contingent
deferred sales charges upon redemptions of Class B shares of the
Fund. During fiscal 1994 , the Fund incurred
$1,470,611 in 12b-1 fees to Putnam Mutual Funds pursuant
to the Fund's Class B Distribution Plan.

INVESTOR SERVICING AND CUSTODY FEES AND EXPENSES

During the 1994 fiscal year, the Income Fund incurred
$1,178,035 in fees and out-of-pocket expenses for investor
servicing and custody services provided by Putnam Fiduciary Trust
Company.

THE INTERMEDIATE FUND

MANAGEMENT FEES

Under a Management Contract dated May 6, 1994, the Intermediate
Fund pays a quarterly fee to Putnam Management based on the
average net assets of the Fund, as determined at the close of
each business day during the quarter . Such payments are
made at an annual rate of 0.60% of the first $500 million of
average net assets, 0.50% of the next $500 million, 0.45% of the
next $500 million and 0.40% of any amount over $1.5 billion.
For its fiscal 1994 period, pursuant to the Management Contract,
the Fund paid no net fees, reflecting a reduction of $18,017,
pursuant to an expense limitation then in effect.

EXPENSE LIMITATION. In order to limit the Intermediate Fund's
expenses during its start-up period, Putnam Management has agreed
to limit its compensation (and, to the extent necessary,
bear other expenses of the Fund) until the earlier of the
date the net assets of the Fund exceed $100,000,000 or June 1,
1995, to the extent that expenses of the Fund (exclusive of
brokerage, interest, taxes, deferred organizational and
extraordinary expenses, and payments under the Fund's
Distribution Plans) exceed an annual rate of 0.80% of the Fund's
average net assets until November 4, 1994 then 0.65
thereafter . For the purpose of determining any such
limitation on Putnam Management's compensation, expenses
of the Fund shall not reflect the application of commissions or
cash management credits that may reduce designated Fund expenses.
With Trustee approval, this expense limitation may be terminated
earlier, in which event shareholders would be notified and this
Statement of Additional Information would be revised.

BROKERAGE COMMISSIONS

Most purchases and sales of portfolio investments are with
underwriters of or dealers in New York Tax Exempt Securities and
other tax-exempt securities acting as principal. Accordingly,
the Intermediate Fund does not ordinarily pay significant
brokerage commissions. During fiscal 1994, the Intermediate Fund
paid no brokerage commissions on agency transactions. In fiscal
1994 the Intermediate Fund paid underwriting commissions
aggregating $1,250 on underwritten transactions.

OWNERSHIP OF INTERMEDIATE FUND SHARES

At December 31, 1994 the officers and Trustees of the Trust as a
group owned less than 1% of the outstanding shares of any class
of the Intermediate Fund, and to the knowledge of the
Intermediate Fund no person owned of record or beneficially 5% or
more of the shares of any class of the Intermediate Fund except
that: Merrill Lynch, Pierce, Fenner & Smith, Inc., 4500 Deer
Lake Drive. E., Jacksonville, FL 32246, owned of record 11.7% of
the Class A shares of the Intermediate; Leslie Kirsch, 860 5th
Avenue, Apt. 7E, New York, NY 10021, owned of record 11.3% of
the Class A shares of the Intermediate Fund; D. Lee Terwilliger,
Jr. owned of record 5.0% of the Class A shares of the
Intermediate Fund; Merrill Lynch, Pierce, Fenner & Smith, Inc.,
4500 Deer Lake Drive. E., Jacksonville, FL 32246, owned of
record 10.5% of the Class B shares of the Intermediate Fund;
Ronald V. Uva, MD, P.O. Box 504, Oswego, FL 32246 owned of record
7.5% of the Class B shares of the Intermediate Fund; Edgewater
Machine Co., 13-20 131st St., College Point, NY 11356 owned of
record 7.1% of the Class B shares of the Intermediate Fund; Kurt
Schlegel, 13-20 131st. St., College Point, NY 11356 owned of
record 7.0% of the Class B shares of the Intermediate Fund;
Smith Barney, Inc., 388 Greensfell St., NY 10013 owned of record
6.3% of the Class B shares of the Intermediate Fund; Harry
Gietler, 1693 E&W Road, W. Seneca, NY 14224 owned of record 6.0%
of the Class B shares of the Intermediate Fund; Alex Carballo
Dieguez, 749 West End Ave., NY NY 10025 owned of record 5.3% of
the Class B shares of the Intermediate Fund.

CLASS A SALES CHARGES, CONTINGENT DEFERRED SALES CHARGES AND
12B-1 FEES

During fiscal 1994, Putnam Mutual Funds received $15,066 in sales
charges on sales of Class A shares of the Intermediate Fund, of
which it retained $1,375, after allowance of dealer concessions.
During fiscal 1994, Putnam Mutual Funds did not receive any
contingent deferred sales charges upon redemptions of Class A
shares of the Intermediate Fund. During fiscal 1994, the
Intermediate Fund incurred $590 in 12b-1 fees to Putnam Mutual
Funds pursuant to the Intermediate Fund's Class A Distribution
Plan.

CLASS B CONTINGENT DEFERRED SALES CHARGES AND 12B-1 FEES

During fiscal 1994, Putnam Mutual Funds received $198 in
contingent deferred sales charges upon redemptions of Class B
shares of the Intermediate Fund. During fiscal 1994, the
Intermediate Fund incurred $2,104 in 12b-1 fees to Putnam Mutual
Funds pursuant to the Intermediate Fund's Class B Distribution
Plan.

INVESTOR SERVICING FEES AND CUSTODY FEES AND EXPENSES

During the 1994 fiscal year, the Intermediate Fund incurred $16
in fees and out-of-pocket expenses for investor servicing and
custody services provided by Putnam Fiduciary Trust Company.

THE OPPORTUNITIES FUND

MANAGEMENT FEES

Under a Management Contract dated January 1, 1995, the Fund pays
a quarterly fee to Putnam Management based on the average net
assets of the Fund, as determined at the close of each business
day during the quarter, at an annual rate of 0.65% of the first
$500 million of average net assets, 0.55% of the next $500
million, 0.50% of the next $500 million, 0.45% of the next $5
billion, 0.425% of the next $5 billion, 0.405% of the next $5
billion, 0.390 of the next $5 billion and 0.380% of any amount
thereafter. For its 1992, 1993 and 1994 fiscal years, pursuant
to a management contract in effect prior to January 1, 1995,
under which the management fee payable to Putnam Management was
paid at the rate of 0.65% of the first $500 million of average
net assets, 0.55% of the next $500 million, 0.50% of the next
$500 million and 0.45% of any amount over $1.5 billion, and a
management contract in effect prior to March 5, 1992, under which
the management fee payable to Putnam Management was paid at the
rate of 0.60% of the first $100 million of average net assets,
0.50% of the next $300 million, 0.45% of the next $500 million,
and 0.425% of any amount over $1 billion, the Fund incurred fees
of $323,892, $903,366 and $1,161,243, reflecting a reduction of
$120,314 in fiscal 1992 pursuant to an expense limitation then in
effect.

BROKERAGE COMMISSIONS

During fiscal 1992, 1993 and 1994, the Fund did not incur
brokerage commissions on agency transactions. In fiscal 1992,
1993 and 1994, the Fund incurred underwriting commissions
aggregating $106,231, $128,856, and $6,500 respectively, on
underwritten transactions.

ADMINISTRATIVE EXPENSE REIMBURSEMENT

The Fund reimbursed Putnam Management $11,001 for administrative
services in fiscal 1994, including $10,164 for the compensation
of certain officers of the Fund and their staff and contributions
to Putnam Investments, Inc. Profit Sharing Retirement Plan for
their benefit.

TRUSTEE FEES

The Fund pays each Trustee a fee for his or her services. Each
Trustee also receives fees for serving as Trustee of other Putnam
funds. The Trustees periodically review their fees to assure
that such fees continue to be appropriate in light of their
responsibilities as well as in relation to fees paid to trustees
of other mutual fund complexes. The Compensation Committee,
which consists solely of Trustees not affiliated with Putnam
Management and is responsible for recommending Trustee
compensation, estimates that the Committee and Trustee meeting
time together with the appropriate preparation requires the
equivalent of at least three business days per Trustee meeting.
The fees paid to each Trustee by the Fund and by all of the
Putnam funds are shown below:
<TABLE>
<CAPTION>

RETIREMENT
BENEFITS TOTAL
YEAR FIRST AGGREGATE ACCRUED AS COMPENSATION
ELECTED COMPENSATION PART OF FUND'S FROM ALL
TRUSTEES AS A TRUSTEE FROM THE FUND* EXPENSES PUTNAM
FUNDS**
- ---------------------------------------------------------------------------------
<C> <C> <C> <C> <C>
Jameson A. Baxter 1994 $667.41 $0 $143,850.02
Hans H. Estin 1972 $975.12 0 141,850.02
John A. Hill 1985 $986.61 0 141,850.02
Elizabeth T. Kennan 1992 $975.12 0 139,850.02
Lawrence J. Lasser 1992 $975.12 0 141,850.02
Robert E. Patterson 1984 $991.47 0 143,850.02
Donald S. Perkins 1982 $965.12 0 139,850.02
William F. Pounds 1971 $986.47 0 141,850.02
George Putnam 1964 $975.12 0 141,850.02
George Putnam, III 1984 $975.12 0 141,850.02
A.J.C. Smith 1986 $955.20 0 137,850.02
W. Nicholas Thorndike 1992 $991.47 0 143,850.02
- ----------------------------------------------------------------------------------

* Reflects amounts paid by the Fund for its fiscal year ended September 30, 1994.
Includes an annual retainer and, in the case of all Trustees other than Messrs.
Lasser and Putnam, an attendance fee for each meeting attended.
** Reflects total payments received from all Putnam funds in the most recent calendar
year. As of December 31, 1994, there were 72 funds in the Putnam family.
</TABLE>
The Fund's Trustees have approved Retirement Guidelines for
Trustees of the Putnam funds. These guidelines provide generally
that a Trustee who retires after reaching age 72 and who has at
least 10 years of continuous service will be eligible to receive
a retirement benefit for each Putnam fund for which he or she
served as a Trustee. The amount and form of such benefit is
subject to determination annually by the Trustees and, unless
otherwise determined by the Trustees, will be an annual cash
benefit equal to one half of the Trustee retainer fees paid by
the Fund at the time of retirement. Several retired Trustees are
currently receiving benefits pursuant to the Guidelines and it is
anticipated that the current Trustees of the Fund will receive
similar benefits upon their retirement. A Trustee who retired in
the most recent calendar year and was eligible to receive
benefits under these Guidelines would have received an annual
benefit of $60,425, based upon the aggregate retainer fees paid
by the Putnam funds for such year. The Trustees of the Fund
reserve the right to amend or terminate such Guidelines and the
related payments at any time, and may modify or waive the
foregoing eligibility requirements when deemed appropriate.

For additional information concerning the Fund's Trustees, see
"Management of the Fund" in Part II of this Statement of
Additional Information.

OWNERSHIP OF OPPORTUNITIES FUND SHARES

At December 31, 1994 the officers and Trustees of the
Opportunities Fund as a group owned less than 1% of the
outstanding shares of any class of the Opportunities Fund, and to
the knowledge of the Opportunities Fund no person owned of record
or beneficially 5% or more of the shares of any class of the
Opportunities Fund, except that Merrill Lynch, Pierce, Fenner &
Smith, Inc., 4500 Deer Lake Drive. E., Jacksonville, FL 32246,
owned of record 13.5% of the shares of Class A shares and 5.6% of
the Class B shares of the Opportunities Fund. No Class M shares
were outstanding at December 31, 1994.

CLASS A SALES CHARGES, CONTINGENT DEFERRED SALES CHARGES AND 12B-
1 FEES

During fiscal 1992, 1993 and 1994, Putnam Mutual Funds received
$3,184,193, $2,534,299 and $1,307,355, respectively, in sales
charges on sales of Class A shares of the Fund, of which it
retained $200,951, $132,091 and $81,736, respectively, after
allowance of dealer concessions. During fiscal 1992, 1993 and
1994, Putnam Mutual Funds did not receive any contingent deferred
sales charges upon redemptions of Class A shares of the Fund.
During fiscal 1994, the Fund incurred $353,348 in 12b-1 fees to
Putnam Mutual Funds pursuant to the Fund's Class A Distribution
Plan.

CLASS B CONTINGENT DEFERRED SALES CHARGES AND 12B-1 FEES

During fiscal 1993 and 1994, Putnam Mutual Funds received
$152,891 and $3,159, respectively, in contingent deferred sales
charges upon redemptions of Class B shares of the Fund. During
fiscal 1994, the Fund incurred $21,113 in 12b-1 fees to Putnam
Mutual Funds pursuant to the Fund's Class B Distribution Plan.

INVESTOR SERVICING AND CUSTODY FEES AND EXPENSES

During the 1994 fiscal year, the Fund incurred $101,321 in fees
and out-of-pocket expenses for investor servicing and custody
services provided by Putnam Fiduciary Trust Company.

THE MONEY MARKET FUND

MANAGEMENT FEES

Under a Management Contract dated July 9, 1992, the Money Market
Fund pays a quarterly fee to Putnam Management based on the
average net assets of the Fund, as determined at the close of
each business day during the quarter, at an annual rate of 0.45%
of the first $500 million of average net assets, 0.35% of the
next $500 million, 0.30% of the next $500 million and 0.25% of
any amount over $1.5 billion. For its 1992, 1993 and 1994 fiscal
years, pursuant to the Management Contract (and a management
contract in effect prior to July 9, 1992 under which the fee
payable to Putnam Management was paid at the rate of 0.55% of
average net assets), the Money Market Fund incurred fees of
$167,369, $241,921 and $225,863, respectively (reflecting a
reduction during fiscal 1992 of $151,327 pursuant to an expense
limitation then in effect).

BROKERAGE COMMISSIONS

It is anticipated that most purchases and sales of portfolio
investments will be with the issuer or with major dealers in New
York tax-exempt money market instruments acting as principal.
There is generally no stated commission in the case of securities
purchased from or sold to dealers, but the prices of such
securities usually include an undisclosed dealer's mark-up or
mark-down. Accordingly, it is not anticipated that the Money
Market Fund will pay significant brokerage commissions. The
Money Market Fund incurred no brokerage commissions on agency
transactions in fiscal 1992, 1993 and 1994. In underwritten
offerings, the price paid by the Money Market Fund includes a
disclosed, fixed commission or discount retained by the
underwriter. The Money Market Fund incurred no underwriting
commissions on underwritten transactions in fiscal 1992, 1993 and
1994.

ADMINISTRATIVE EXPENSE REIMBURSEMENT

The Money Market Fund reimbursed Putnam Management $4,756 for
administrative services in fiscal 1994, including $4,313 for the
compensation of certain officers of the Fund and their staff and
contributions to the Putnam Investments, Inc. Profit Sharing
Retirement Plan for their benefit.

QUALIFICATION AND REGISTRATION FEES

The Money Market Fund pays all fees for its qualification or
registration as an issuer or broker-dealer or for registration of
its shares in states in connection with such qualifications or
registrations.

TRUSTEE FEES

The Fund pays each Trustee a fee for his or her services. Each
Trustee also receives fees for serving as Trustee of other Putnam
funds. The Trustees periodically review their fees to assure
that such fees continue to be appropriate in light of their
responsibilities as well as in relation to fees paid to trustees
of other mutual fund complexes. The Compensation Committee,
which consists solely of Trustees not affiliated with Putnam
Management and is responsible for recommending Trustee
compensation, estimates that the Committee and Trustee meeting
time together with the appropriate preparation requires the
equivalent of at least three business days per Trustee meeting.
The fees paid to each Trustee by the Fund and by all of the
Putnam funds are shown below:
<TABLE>
<CAPTION>

RETIREMENT
BENEFITS TOTAL
YEAR FIRST AGGREGATE ACCRUED AS COMPENSATION
ELECTED COMPENSATION PART OF FUND'S FROM ALL
TRUSTEES AS A TRUSTEE FROM THE FUND* EXPENSES PUTNAM
FUNDS**
- ---------------------------------------------------------------------------------
<C> <C> <C> <C> <C>
Jameson A. Baxter 1994 $400.15 $0 $143,850.02
Hans H. Estin 1972 $436.00 0 141,850.02
John A. Hill 1985 $437.37 0 141,850.02
Elizabeth T. Kennan 1992 $433.96 0 139,850.02
Lawrence J. Lasser 1992 $436.00 0 141,850.02
Robert E. Patterson 1984 $439.90 0 143,850.02
Donald S. Perkins 1982 $432.56 0 139,850.02
William F. Pounds 1971 $437.16 0 141,850.02
George Putnam 1964 $436.00 0 141,850.02
George Putnam, III 1984 $436.00 0 141,850.02
A.J.C. Smith 1986 $429.38 0 137,850.02
W. Nicholas Thorndike 1992 $439.90 0 143,850.02
- ----------------------------------------------------------------------------------

For additional information concerning the Fund's Trustees, see
"Management of the Fund" in Part II of this Statement of
Additional Information.

OWNERSHIP OF MONEY MARKET FUND SHARES

At December 31, 1994 the officers and Trustees of the Money
Market Fund as a group owned 53,402,534 (1.64%) of the
outstanding shares of the Money Market Fund, and to the knowledge
of the Money Market Fund no person owned of record or
beneficially 5% or more of the shares of the Money Market Fund.

SALES CHARGES AND 12B-1 FEES

Shares are distributed directly by the Money Market Fund through
Putnam Mutual Funds, which acts as principal underwriter for the
Money Market Fund. During fiscal 1994, the Money Market Fund
incurred $4,186 in 12b-1 fees to Putnam Mutual Funds pursuant to
the Fund's Distribution Plan, payments under which were
terminated as of January 1, 1994.

INVESTOR SERVICING AND CUSTODY FEES AND EXPENSES

During the 1994 fiscal year, the Money Market Fund incurred $915
in fees and out-of-pocket expenses for investor servicing and
custody services provided by Putnam Fiduciary Trust Company.

AMORTIZED COST VALUATION AND DAILY DIVIDENDS (THE MONEY MARKET
FUND)

The valuation of the Money Market Fund's portfolio instruments at
amortized cost is permitted in accordance with Securities and
Exchange Commission Rule 2a-7 and certain procedures adopted by
the Trustees. The amortized cost of an instrument is determined
by valuing it at cost originally and thereafter amortizing any
discount or premium from its face value at a constant rate until
maturity, regardless of the effect of fluctuating interest rates
on the market value of the instrument. Although the amortized
cost method provides certainty in valuation, it may result at
times in determinations of value that are higher or lower than
the price the Money Market Fund would receive if the instruments
were sold. Consequently, in the absence of circumstances
described below, changes in the market value of portfolio
instruments during periods of rising or falling interest rates
will not be reflected either in the computation of net asset
value of the Money Market Fund's portfolio or in the daily
computation of net income. Under the procedures adopted by the
Trustees, the Money Market Fund must maintain a dollar-weighted
average portfolio maturity of 90 days or less, purchase only
instruments having remaining maturities of 397 days or less from
the time of investment and invest in securities determined to be
of high quality with minimal credit risks. The Trustees have
also established procedures designed to stabilize, to the extent
reasonably possible, the Money Market Fund's price per share as
computed for the purpose of distribution, redemption and
repurchase at $1.00. Such procedures will include review of the
Money Market Fund's portfolio holdings by the Trustees, at such
intervals as they may deem appropriate, to determine whether the
Money Market Fund's net asset value calculated by using readily
available market quotations deviates from $1.00 per share, and,
if so, whether such deviation may result in material dilution or
is otherwise unfair to existing shareholders. In the event the
Trustees determine that such a deviation exists, they will take
such corrective action as they regard as necessary and
appropriate, including the sale of portfolio instruments prior to
maturity to realize capital gains or losses or to shorten average
portfolio maturity; withholding dividends; redemption of shares
in kind; or establishing a net asset value per share by using
readily available market quotations.

Since the net income of the Money Market Fund is declared as a
dividend each time it is determined, the net asset value per
share of the Money Market Fund normally remains at $1.00 per
share immediately after such determination and dividend
declaration. Any increase in the value of a shareholder's
investment in the Money Market Fund representing the reinvestment
of dividend income is reflected by an increase in the number of
shares of the Money Market Fund in the shareholder's account on
the ninth day of the next month (or, if that day is not a
business day, on the next business day). It is expected that the
Money Market Fund's net income will be positive each time it is
determined. However, if because an unexecuted liability must be
accrued or a loss realized or for any other reason the net income
of the Money Market Fund determined at any time is a negative
amount, each shareholder's pro rata share of such negative amount
will constitute a liability of the shareholder to the Money
Market Fund. Any such liability will be paid at such times and
in such manner as the Trustees may determine by reducing the
amount of such shareholder's accrued dividend account, by
reducing the number of shares in a shareholder's account, or
otherwise.

INVESTMENT PERFORMANCE OF THE FUNDS

STANDARD PERFORMANCE MEASURES

THE INCOME FUND

The Income Fund's tax-exempt yield for the thirty-day period
ended November 30, 1994 for Class A shares was
5.99% . A Class A shareholder in a 47.05% combined
federal/New York State/New York City tax bracket for 1995
would have to earn 11.31% from a taxable investment to
produce an after-tax yield equal to the tax-exempt yield of
5.99% . The Income Fund's average annual total return
(compounded annually) for Class A shares for the one-, five- and
ten-year periods ended November 30, 1994 was -12.41%,
+4.96%, and +8.66% , respectively. Investment
performance for Class A shares is adjusted to reflect deduction
of the maximum sales charge of 4.75%. The Income Fund's tax-
exempt yield for the thirty-day period ended November 30,
1994 for Class B shares was 5.64% . A Class B
shareholder in a 47.05% combined federal/New York
State/New York City tax bracket would have to earn 10.65%
from a taxable investment to produce an after-tax yield equal to
the tax-exempt yield of 5.64%. The Income Fund's average
annual total return (compounded annually) for Class B
shares for the one-year period and for the life of the
class through November 30, 1994 was -13.03% and -2.06%,
respectively. Total return is adjusted to reflect
deduction of the applicable contingent deferred sales
charge . The maximum contingent deferred sales charge for
Class B shares is 5.0%. No Class M shares were outstanding at
November 30, 1994.

THE INTERMEDIATE FUND

The Intermediate Fund's tax-exempt yield for Class A shares
for the thirty-day period ended November 30, 1994 was 5.27%,
reflecting an expense limitation currently in effect; without the
limitation, such yield would have been 4.22%. A Class A
shareholder in a 47.05% combined federal/New York State/New York
City tax bracket would have to earn 9.95% from a taxable
investment to produce an after-tax yield equal to a tax-exempt
yield of 5.27%, reflecting an expense limitation currently in
effect; without the limitation, such after-tax and tax-
exempt yields would have been 7.97% and 4.22%, respectively.
The cumulative total return for Class A shares for the life of
the class through September 30, 1994 was -9.16%. Investment
performance is adjusted to reflect the deduction of the maximum
sales charge of 3.25%. Total return would have been lower if the
current expense limitation had not been in effect. The
Intermediate Fund's tax-exempt yield for Class B shares for the
thirty-day period ended November 30, 1994 was 4.94%, reflecting
an expense limitation currently in effect; without the
limitation, such yield would have been 3.86%. A Class B
shareholder in a 47.05% combined federal/New York State/New York
City tax bracket would have to earn 9.33% from a taxable
investment to produce an after-tax yield equal to a tax-exempt
yield of 4.94%, reflecting an expense limitation currently in
effect; without the limitation, such after-tax and tax-exempt
yields would have been 7.27% and 3.86%, respectively. Total
return is adjusted to reflect deduction of the applicable
contingent deferred sales charge. The cumulative total return
for Class B shares for the life of the class through November 30,
1994 was -9.19%. Total return would have been lower if the
current expenses limitation had not been in effect.

THE OPPORTUNITIES FUND

The tax-exempt yield for Class A shares for the thirty-day period
ended September 30, 1994 was 5.54%. A shareholder in a 47.05%
combined federal/New York State/New York City tax bracket would
have to earn 10.46% from a taxable investment to produce an
after-tax yield equal to a tax-exempt yield of 5.54%. The
average annual total return (compounded annually) for Class A
shares for the one-year period ended September 30, 1994 and the
life of the class through September 30, 1994 was -5.56% and
5.76%, respectively. Investment performance is adjusted to
reflect the deduction of the maximum sales charge of 4.75%. The
tax exempt yield for Class B shares for the thirty-day period
ended September 30, 1994 was 5.06%. A shareholder in a 47.05%
combined federal/New York State/New York City bracket would have
to earn 9.56% from a taxable investment to produce an after-tax
yield equal to the Fund's tax exempt yield of 5.06%. The average
annual total return (compounded annually) for Class B shares for
the life of the class through September 30, 1994 was -7.73.
Total return is adjusted to reflect deduction of the applicable
contingent deferred sales charge. The maximum contingent
deferred sales charge is 5.00%.

THE MONEY MARKET FUND

Based on the seven-day period ended November 30, 1994, the Money
Market Fund's tax-exempt yield was 2.82%, and its tax-exempt
effective yield was 3.50%. A shareholder in a 47.05% combined
federal/New York State/New York City tax bracket would have to
earn 5.33% from a taxable investment to produce an after-tax
yield equal to the Money Market Fund's tax-exempt yield of 2.82%
and an effective yield of 6.61% from a taxable investment to
produce an after-tax yield equal to the Money Market Fund's tax-
exempt effective yield of 3.50%.
<PAGE>
ALL FUNDS

See "Other Performance Information" below for the inception date
of each class. See "Standard Performance Measures" in Part II of
this Statement for information on how each Fund's investment
return is calculated.

PERFORMANCE RATINGS

THE INCOME FUND

For the 1994 fiscal year, the Class A shares of the Income Fund
were ranked 37 of 53 New York State Municipal Debt Funds by
Lipper Analytical Services, Inc. and 42 of 69 municipal single
state funds by CDA/Wiesenberger's Management Results. As of the
end of the fiscal year, Class A shares were given a 3-star rating
(out of 5 stars) by Morningstar, Inc. For the 1994 fiscal year,
the Class B shares of the Income Fund were ranked 42 of 60 New
York State municipal bond funds by Lipper Analytical Services,
Inc. and 508 of 717 municipal single state funds by
CDA/Wiesenberger's Management Results. No Class M shares were
outstanding during fiscal 1994. See "Comparison of Portfolio
Performance" in Part II of this Statement for information about
how these rankings are determined. Past performance is no
guarantee of future results.

THE INTERMEDIATE FUND

For the 1994 fiscal year, the Class A and B shares were not
ranked or rated.

THE OPPORTUNITIES FUND

For the 1994 fiscal year, the Class A shares were
ranked 1 of 66 New York Municipal Debt
Funds by Lipper Analytical Services, Inc. and 45 of
695 municipal bond funds by
CDA/Weisenberger's Management Results. As of the end of
the fiscal year, Class A shares were given a 5 -star rating
(out of 5 stars) by Morningstar, Inc. For the 1994 fiscal
year, the Class B shares of the Fund were not ranked or
rated. No Class M shares were outstanding during fiscal
1994. See "Comparison of Portfolio Performance" in Part II
of this Statement for information about how these rankings and
ratings are determined. Past performance is no guarantee of
future results.

THE MONEY MARKET FUND

For the 1994 fiscal year, the Money Market Fund was ranked 33 of
89 New York tax exempt money market funds by Lipper Analytical
Services, Inc. See "Comparison of Portfolio Performance" in Part
II of this Statement for information about how this ranking is
determined. Past performance is no guarantee of future
results.

OTHER PERFORMANCE INFORMATION

The tables below show total return (capital changes plus
reinvestment of all distributions) on a hypothetical investment
in one share of each Fund during the life of that
Fund. This was a period of fluctuating tax-exempt bond prices.
The tables do not project the future performance of the
Funds. No Class M shares were
outstanding for the Income and Opportunities Funds during
these periods.
<PAGE>
<TABLE>
<CAPTION>

PUTNAM NEW YORK TAX EXEMPT INCOME FUND

CLASS A SHARES

CUMULATIVE
MAXIMUM NET ASSET DISTRIBUTIONS NET ASSET VALUE
OFFERING VALUE ------------------- AT YEAR-END
FISCAL PRICE AT ----------------- FROM FROM WITH ALL
YEAR BEGINNING BEGINNING END OF INVESTMENT CAPITAL
DISTRIBUTIONS
ENDED OF YEAR OF YEAR YEAR INCOME GAINS REINVESTED
- ------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C> <C>
11/30/83(1) $7.51 $7.15 $7.11 $0.138 --- $7.25
11/30/84 7.46 7.11 7.10 0.650 $0.005 7.93
9/30/85 7.45 7.10 7.57 0.553 --- 9.10
9/30/86 7.95 7.57 8.56 0.656 --- 11.14
9/30/87 8.99 8.56 7.76 0.608 0.070 10.94
11/30/87 8.15 7.76 7.99 0.103 --- 11.42
11/30/88 8.39 7.99 8.33 0.600 0.062 12.90
11/30/89 8.75 8.33 8.61 0.591 --- 14.29
11/30/90 9.04 8.61 8.34 0.568 0.057 14.91
11/30/91 8.76 8.34 8.75 0.591 --- 16.77
11/30/92 9.19 8.75 8.98 0.580 0.083 18.55
11/30/93 9.43 8.98 9.38 0.527 0.121 20.78
11/30/94 9.85 9.38 8.05 0.508 0.111 19.11
------- --------
Total distributions $6.673$0.509

(1) Investment operations began September 2, 1983.

/TABLE
<PAGE>
<TABLE>
<CAPTION>
PERCENTAGE CHANGES DURING LIFE OF CLASS A SHARES

PUTNAM NEW YORK TAX EXEMPT INCOME FUND
--------------------------------------
MAXIMUM OFFERING NET ASSET VALUE LEHMAN
PRICE TO NET TO NET BROTHERS MUNICIPAL CONSUMER
ASSET VALUE ASSET VALUE BOND INDEX PRICE INDEX
FISCAL ---------------- -------------- ------------- ------------
YEAR CUMULA- CUMULA- CUMULA- CUMULA-
ENDED ANNUAL TIVE ANNUAL TIVE ANNUAL TIVE ANNUAL TIVE
- ---------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C> <C> <C> <C>
11/30/83(1)--- -3.4% --- +1.4% --- +2.1% --- +1.0%
11/30/84 +4.3% +5.8 +9.5% +11.0 +8.7% +10.9 +4.1% +5.1
9/30/85 +9.3 +21.4 +14.7 +27.4 +13.1 +25.5 +2.9 +8.1
9/30/86 +16.6 +48.5 +22.4 +55.9 +24.7 +56.4 +1.8 +10.0
9/30/87- 6.4 +45.9 -1.8 +53.2 +0.5 +57.2 +4.4+14.8
11/30/87 - 0.6 +52.2 +4.3 +59.8 +3.0 +61.9
+0.4+15.2
11/30/88 +7.6 +72.0 +13.0 +80.5 +10.6 +79.1 +4.3 +20.1
11/30/89 +5.5 +90.5 +10.8 +100.0 +11.0 +98.8 +4.7 +25.7
11/30/90 -0.6 +98.8 +4.4 +108.7 +7.7 +114.1 +6.3 +33.5
11/30/91 +7.1 +123.6 +12.4 +134.7 +10.3 +136.1 +3.0 +37.5
11/30/92 +5.3 +147.3 +10.6 +159.6 +10.0 +159.8 +3.1 +41.7
11/30/93 +6.7 +177.0 +12.0 +190.8 +11.1 +188.6 +2.7 +45.5
11/30/94 -12.4 +154.8 -8.0 +167.5 -5.3 +173.4 +2.7+49.4

(1) Investment operations began September 2, 1983.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

PUTNAM NEW YORK TAX EXEMPT INCOME FUND

CLASS B SHARES

CUMULATIVE
NET ASSET DISTRIBUTIONS NET ASSET VALUE
VALUE ------------------- AT YEAR-END
FISCAL ----------------- FROM FROM WITH ALL
YEAR BEGINNING END OF INVESTMENT CAPITAL DISTRIBUTIONS
ENDED OF YEAR YEAR INCOME GAINS REINVESTED
- ----------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C>
11/30/93(1) $8.95 $9.37 $ 0.399 --- $ 9.78
11/30/94 9.37 8.02 0.460 $0.111 8.92
------- -------
Total distributions $0.859$0.111

(1) Class B shares were offered beginning January 4, 1993.

/TABLE
<PAGE>
<TABLE>
<CAPTION>

PERCENTAGE CHANGES SINCE COMMENCEMENT OF THE PUBLIC OFFERING OF
CLASS B SHARES

PUTNAM NEW YORK TAX EXEMPT
INCOME FUND
-------------------------- LEHMAN
NET ASSET VALUE BROTHERS
TO NET MUNICIPAL CONSUMER
FISCAL ASSET VALUE BOND INDEX PRICE INDEX
YEAR CUMULA- CUMULA- CUMULA-
ENDED ANNUAL TIVE ANNUAL TIVE ANNUAL TIVE
- -------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C> <C>
11/30/93 (1) --- +9.3% --- +10.0% --- +2.8%
11/30/94 -8.8% -0.3 -5.3% +4.2 +2.7% +5.5

(1) Class B shares were offered beginning January 4, 1993.

</TABLE>

PUTNAM NEW YORK INTERMEDIATE TAX EXEMPT FUND

CLASS A SHARES

CUMULATIVE
MAXIMUM NET ASSET DISTRIBUTIONS NET ASSET VALUE
OFFERING VALUE ------------------AT YEAR-END
FISCAL PRICE AT ----------------- FROM FROM WITH ALL
YEAR BEGINNING BEGINNING END OF INVESTMENT CAPITAL
DISTRIBUTIONS
ENDED OF YEAR OF YEAR YEAR INCOME GAINS REINVESTED
- --------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C> <C>
11/30/94 (1) $8.79 $8.50 $7.77 $.2202 $0.00 $7.98
------- ------
Total distributions $.2202 $0.00

(1) Investment operations commenced on June 1, 1994.
/TABLE
<PAGE>
<TABLE>
<CAPTION>
PERCENTAGE CHANGES DURING LIFE OF CLASS A SHARES

PUTNAM NEW YORK INTERMEDIATE TAX EXEMPT FUND
----------------------------------------------
MAXIMUM OFFERING NET ASSET VALUE LEHMAN BROTHERS
PRICE TO NET TO NET MUNICIPAL CONSUMER
ASSET VALUE ASSET VALUE BOND INDEX PRICE
INDEX
FISCAL --------------- -------------- ------------- -------------
YEAR CUMULA- CUMULA- CUMULA-
CUMULA-
ENDED ANNUAL TIVE ANNUAL TIVE ANNUAL TIVE
ANNUAL TIVE
- ---------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C> <C>
<C> <C>
9/30/94 (1) -- -9.16% -- -6.07% -- -3.48% -- 1.49%

(1) Investment operations began June 1, 1994.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

PUTNAM NEW YORK INTERMEDIATE TAX EXEMPT FUND

CLASS B SHARES

CUMULATIVE
NET ASSET DISTRIBUTIONS NET ASSET VALUE
VALUE ------------------- AT YEAR-END
FISCAL ----------------- FROM FROM WITH ALL
YEAR BEGINNING END OF INVESTMENT CAPITAL DISTRIBUTIONS
ENDED OF YEAR YEAR INCOME GAINS REINVESTED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
11/30/94 (1) $8.50 $7.76 $0.1975 $0.00 $7.95

(1) Class B shares were offered beginning June 1, 1994.

/TABLE
<PAGE>
<TABLE>
<CAPTION>
PERCENTAGE CHANGES DURING LIFE OF CLASS B SHARES

PUTNAM NEW YORK
INTERMEDIATE TAX
EXEMPT FUND
----------------
NET ASSET VALUE LEHMAN BROTHERS
TO NET MUNICIPAL BOND CONSUMER
FISCAL ASSET VALUE INDEX PRICE INDEX
YEAR CUMULA- CUMULA- CUMULA-
ENDED ANNUAL TIVE ANNUAL TIVE ANNUAL TIVE
- ---------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
11/30/94 (1) -- -6.45% -- -3.48% -- 1.49%

(1) Class B shares were offered beginning June 1, 1994.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PUTNAM NEW YORK TAX EXEMPT OPPORTUNITIES FUND
CLASS A SHARES

DISTRIBUTIONS
CUMULATIVE
MAXIMUM NET ASSET -------------------------------- NET
ASSET VALUE
OFFERING VALUE IN EXCESS AT
YEAR-END
FISCAL PRICE AT ------------------ FROM FROM OF NET
WITH ALL
YEAR BEGINNING BEGINNING END OF INVESTMENT CAPITAL
INVESTMENT DISTRIBUTIONS
ENDED OF YEAR OF YEAR YEAR INCOME GAINS
INCOME REINVESTED
- -----------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C>
<C>
09/30/91 (1) $8.92 $8.50 $8.67 $0.579 --- ---
$9.28
09/30/92 9.10 8.67 8.86 0.635 0.002 ---
10.20
09/30/93 9.30 8.86 9.12 0.570 --- --- 11.20
09/30/94 9.57 9.12 8.48 0.544 0.02 0.01
11.10
------ ----- -----
Total distributions $2.328 $0.022 $0.01

(1) Investment operations began November 7, 1990.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

PERCENTAGE CHANGES DURING LIFE OF CLASS A SHARES

PUTNAM NEW YORK TAX EXEMPT OPPORTUNITIES FUND
---------------------------------------------

MAXIMUM OFFERING NET ASSET VALUE LEHMAN
BROTHERS
PRICE TO NET TO NET MUNICIPAL BOND
CONSUMER
FISCAL ASSET VALUE ASSET VALUE INDEX
PRICE INDEX
YEAR CUMULA- CUMULA- CUMULA-
CUMULA-
ENDED ANNUAL TIVE ANNUAL TIVE ANNUAL TIVE
ANNUAL TIVE
- ------------------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C> <C>
<C> <C>
09/30/91 (1) ---% +4.0% ---% +9.2% ---% +11.2
- ---% +2.8%
09/30/92 +4.7 +14.3 +9.9 +20.0 +10.5 +22.8
+3.0 +5.8
09/30/93 +4.6 +25.5 +9.8 +31.7 +12.8 +38.4
+2.7 +8.7
09/30/94 -5.6 +24.4 -0.9 +30.5 -2.4 +35.1
+3.0 +11.9

(1) Investment operations began November 7, 1990.

/TABLE
<PAGE>
<TABLE>
<CAPTION>

PUTNAM NEW YORK TAX EXEMPT OPPORTUNITIES FUND
CLASS B SHARES

CUMULATIVE
NET ASSET DISTRIBUTIONS NET ASSET VALUE
VALUE ------------------- AT YEAR-END
FISCAL ---------------- FROM FROM WITH ALL
YEAR BEGINNING END OF INVESTMENT CAPITAL DISTRIBUTIONS
ENDED OF PERIOD PERIOD INCOME GAINS REINVESTED
- ----------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C>
9/30/94(1) $9.07 $8.48 $.3155 $--- $8.79

------ -----
Total distributions $.3155 $---
====== =====

(1) Class B shares were offered beginnig February 1, 1994.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

PERCENTAGE CHANGES SINCE COMMENCEMENT OF THE PUBLIC OFFERING OF
CLASS B SHARES

PUTNAM NEW YORK TAX EXEMPT OPPORTUNITIES INCOME FUND
----------------------------------------------------

NET ASSET VALUE
TO NET LEHMAN BROTHERS CONSUMER
FISCAL ASSET VALUE MUNICIPAL BOND INDEX PRICE INDEX
YEAR CUMULA- CUMULA- CUMULA-
ENDED ANNUAL TIVE ANNUAL TIVE ANNUAL TIVE
- -------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C> <C>

9/30/94(1) --- -3.06% --- -4.9% --- 2.19%

(1) Class B shares were offered beginning February 1, 1994.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>
PUTNAM NEW YORK TAX EXEMPT MONEY MARKET FUND

PUTNAM
NEW YORK CUMULATIVE
TAX EXEMPT DISTRIBUTIONS NET ASSET VALUE
MONEY MARKET -------------------- AT YEAR-END CONSUMER
FISCAL FUND FROM NET FROM WITH ALL PRICE INDEX
YEAR CUMULA- INVESTMENT CAPITAL DISTRIBUTIONS
CUMULA-
ENDED ANNUAL TIVE INCOME GAINS REINVESTED ANNUAL TIVE
- --------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C> <C>
11/30/87(1) --- +0.41% $0.00410 --- $1.00 --- +0.1%
11/30/88 +4.46% +4.89 0.04369 --- 1.05 +4.3% +4.3
11/30/89 +5.44 +10.60 0.05305 --- 1.11 +4.7 +9.2
11/30/90 +5.09 +16.23 0.04975 --- 1.16 +6.3 +16.0
11/30/91 +4.07 +20.96 0.03992 --- 1.21 +3.0 +19.5
11/30/92 +2.61 +24.12 0.02583 --- 1.24 +3.1 +23.2
11/30/93 +1.67 +26.20 0.01664 $.001 1.26 +2.7 +26.5
11/30/94 +1.90 +28.59 0.01881 --- 1.29 +2.7 +29.8
-------- -----

Total distributions $0.25179 $.001

(1) Investment operations began October 26, 1987.
/TABLE
<PAGE>
The tables are not adjusted for any payments under the
Opportunities Fund's Class A Distribution Plan prior to its
implementation in fiscal 1994 or taxes payable on reinvested
distributions or for any contingent deferred sales charges which
would be applied upon redemption of Class B shares. The total
values for the Funds as of the end of each period reflect
reinvestment of all distributions and all changes in net asset
value.

The Lehman Brothers Municipal Bond Index is an unmanaged list of
approximately 20,000 investment-grade, fixed-rate, tax-exempt
bonds. The average quality of bonds held in the index may differ
from the average quality of those bonds in which the Funds
invest . The index does not include bonds in certain of the
lower-rating classifications in which the Funds may
invest. The performance figures for the index reflect changes of
market prices and reinvestment of all interest payments.
Because the Funds are managed portfolios investing
primarily in New York Tax Exempt Securities, the tax-exempt
securities it owns will not match those in the index.

The Consumer Price Index, prepared by the U.S. Bureau of Labor
Statistics, is a commonly used measure of the rate of inflation.
The index shows the average change in the cost of selected
consumer goods and services and does not represent a return on an
investment vehicle.
<PAGE>
<TABLE>
<CAPTION>

EQUIVALENT YIELDS: TAX-EXEMPT VERSUS TAXABLE SECURITIES

The tables below show the effect of the tax status of New York Tax Exempt Securities on
the effective yield received by
their individual holders, in the case of table 1, under the federal income tax and New York
State personal income tax
laws currently in effect for 1995 and, in the case of table 2, under the federal,
New York State and New York
City personal income tax laws currently in effect for 1995 . The tables give the
approximate yield a taxable
security must earn at various income levels to produce after-tax yields equivalent to those
of New York Tax Exempt
Securities yielding from 3.0% to 8.0%.

TABLE 1

- ------------------------------------------------------------------------------------------------------------------------
1995 COMBINED
TAXABLE INCOME* NEW YORK STATE NEW YORK TAX
EXEMPT SECURITY YIELD OF
------------------------ ------ AND
FEDERAL ------------------------------------- -----------------
Single Joint Tax Rate** 3.0% 4.0% 5.0% 6.0%
7.0% 8.0%
- ------------------------------------------------------------------------------------------------------------------------
Equivalent taxable yield if double
tax-exempt
<C> <C> <C> <C> <C> <C>
<C> <C> <C>
0 - $6,500 0 - 13,000 18.87% 3.70% 4.93% 6.16%
7.40% 8.63% 9.86%
6,501 - 9,500 13,001 - 19,000 19.72% 3.74% 4.98% 6.23%
7.47% 8.72% 9.96%
9,501 - 12,500 19,001 - 25,000 20.57% 3.78% 5.04% 6.29%
7.55% 8.81% 10.07%
12,501 - 23,350 25,001 - 39,000 21.45%
3.82% 5.09% 6.37% 7.64%
8.91% 10.19%
23,351 - 56,550 39,001 - 94,250 33.47%
4.51% 6.01% 7.52%9.02%
10.52% 12.02%
56,551 - 117,950*** 94,251 - 143,600 ***36.24% 4.71% 6.27%
7.84% 9.41% 10.98% 12.55%
117,951 - 256,500*** 143,601 - 256,500 *** 40.86% 5.07%
6.76% 8.45% 10.15% 11.84% 13.53%
over - 256,500*** over - 256,500 *** 44.19%
5.38% 7.17% 8.96% 10.75%
12.54% 14.33%

/TABLE
<PAGE>
<TABLE>
<CAPTION>

TABLE 2

- ------------------------------------------------------------------------------------------------------------------------
1995 COMBINED
TAXABLE INCOME* NEW YORK STATE NEW YORK TAX
EXEMPT SECURITY YIELD OF
------------------------ ------ AND
FEDERAL ------------------------------ ------------------------
Single Joint Tax Rate** 3.0% 4.0% 5.0% 6.0%
7.0% 8.0%
- ------------------------------------------------------------------------------------------------------------------------
Equivalent taxable yield if
double tax-exempt
<C> <C> <C> <C> <C> <C>
<C> <C> <C>
0 - $6,500 0 - 13,000 21.05% 3.80% 5.07%
6.33% 7.60%
8.87% 10.13%
6,501 - 8,000 13,001 - 14,400 21.90% 3.84% 5.12% 6.40%
7.68% 8.96% 10.24%
8,001 - 8,400 22.48% 3.87% 5.16% 6.45%
7.74% 9.03% 10.32%
8,401 - 9,500 14,401 - 19,000 22.97% 3.89% 5.19% 6.49%
7.79% 9.09% 10.39%
9,501 - 12,500 19,001 - 25,000 23.82% 3.94% 5.25% 6.56%
7.88% 9.19% 10.50%
12,501 - 15,000 25,001 - 27,000 24.71% 3.98% 5.31% 6.64%
7.97% 9.30% 10.63%
15,001 - 23,350 27,001 - 39,000 25.19%
4.01% 5.35% 6.68% 8.02%
9.36% 10.69%
23,351 - 25,000 39,001 - 45,000 36.63%
4.73% 6.31% 7.89% 9.47%
11.05% 12.62%
25,001 - 56,550 45,001 - 94,250 36.64%
4.73% 6.31% 7.89% 9.47%
11.05% 12.63%
56,551 - 60,000 94,251 - 108,000 39.28%
4.94% 6.59% 8.23% 9.88%
11.53% 13.17%
60,001 - 117,950*** 108,001 - 143,600 ***39.32%
4.94% 6.59% 8.24% 9.89%
11.54% 13.18%
117,951 - 256,500*** 143,601 - 256,500 *** 43.71% 5.33%
7.11% 8.88% 10.66%
12.44% 14.21%
over 256,500*** over - 256,500 *** 46.88% 5.65%
7.53% 9.41% 11.29%
13.18% 15.06%

/TABLE
<PAGE>
* This amount represents taxable income as defined in the
Internal Revenue Code of 1986, as amended (the "Code"). It
is assumed that the definition of taxable income in the Code
is the same as under the New York State and City
Personal Income Tax law . However , New York State
and City taxable income may differ due to differences
in exemptions, itemized deductions, and other items.

** For federal tax purposes, these combined rates reflect the
marginal rates on taxable income currently in effect for
1995 . These rates include the effect of deducting
state and, for the second table, city taxes on your Federal
return. For New York purposes, these combined rates reflect
the expected New York State and New York City income tax and
surcharge rates for 1995. The new administration for the
State of New York has expressed an intention to lower
personal income tax rates. Such action would reduce the
equivalent taxable yields shown in the tables above.

*** The amount of taxable income in this bracket may be affected
by the phase-out of personal exemptions and the limitation
on itemized deductions, based upon adjusted gross income,
under the Code. A supplemental New York State tax also
applies to filers with adjusted gross income between
$100,000 and $150,000, which phases out the benefit of the
lower marginal brackets. This adjustment is not reflected
in the tables above.

Of course, there is no assurance that the Funds will
achieve any specific tax-exempt yield. While it is expected that
the Funds will invest principally in obligations which pay
interest exempt from federal income tax and New York State and
City personal income taxes, other income received by the Funds
may be taxable. The tables do not take into account any state or
local taxes payable on Fund distributions except for New York
State and City personal income taxes.
<PAGE>
ADDITIONAL OFFICERS OF THE TRUST AND THE FUNDS

In addition to the persons listed as officers of the Funds
in Part II of this Statement, the following persons are also
officers of the Funds . Officers of Putnam Management hold
the same offices in Putnam Management's parent company, Putnam
Investments, Inc.

THE TRUST

GARY N. COBURN, Vice President. Senior Managing Director of
Putnam Management. Director, Putnam Investments, Inc. Vice
President of certain of the Putnam funds.

JAMES E. ERICKSON, Vice President. Managing Director of Putnam
Management. Vice President of certain of the Putnam funds.

DAVID J. EURKUS, Vice President. Senior Vice President of Putnam
Management. Vice President of certain of the Putnam funds.

THOMAS C. GOGGINS, Vice President. Vice President of Putnam
Management. Director, Putnam Investments, Inc. Vice President
of certain of the Putnam funds.

BLAKE E. ANDERSON, Vice President. Senior Vice President of
Putnam Management. Vice President of certain of the Putnam
funds.

THE OPPORTUNITIES FUND

GARY N. COBURN, Vice President. Senior Managing Director of
Putnam Management, Director, Putnam Investments, Inc. Vice
President of certain of the Putnam funds.

JAMES E. ERICKSON, Vice President. Managing Director of Putnam
Management. Vice President of certain of the Putnam funds.

BLAKE E. ANDERSON, Vice President. Senior Vice President of
Putnam Management. Vice President of certain of the Putnam
funds.

MICHAEL BOUSCAREN, Vice President. Senior Vice President of
Putnam Management, Vice President of certain of the Putnam funds.

THE MONEY MARKET FUND

GARY N. COBURN, Vice President. Senior Managing Director of
Putnam Management. Director, Putnam Investments, Inc. Vice
President of certain of the Putnam funds.
<PAGE>
JAMES E. ERICKSON, Vice President. Managing Director of Putnam
Management. Vice President of certain of the Putnam funds.

WILLIAM F. MCGUE, Vice President. Managing Director of Putnam
Management. Vice President of certain of the Putnam funds.

BLAKE E. ANDERSON, Vice President. Senior Vice President of
Putnam Management. Vice President of certain of the Putnam
funds.

LINDSEY M. CALLEN, Vice President. Vice President of Putnam
Management. Vice President of certain of the Putnam funds.

INDEPENDENT ACCOUNTANTS AND FINANCIAL STATEMENTS

THE TRUST AND THE MONEY MARKET FUND

Coopers & Lybrand LLP are the independant accountants for the
Trust and the Money Market 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. The Report of
Independent Accountants and financial statements included in each
Fund's Annual Report for the fiscal year ended November 30, 1994,
filed electronically on January 12, 1995 for the Income Fund,
(File No. 2-83909) January 12, 1995 for the Intermediate Fund
(File no. 811-3741) and January 12, 1995 for the Money Market
Fund (File no. 811-5335), are incorporated by reference into this
Statement of Additional Information. The financial highlights of
each Fund included in the Prospectus and the financial statements
incorporated by reference into the Prospectus and the Statement
of Additional Information have been so included and incorporated
in reliance upon the reports of the independent accountants,
given on their authority as experts in auditing and accounting.

THE OPPORTUNITIES FUND

Price Waterhouse LLP are the Fund's independent
accountants, 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. The Report of Independent Accountants and
financial statements included in the Fund's Annual Report
for the fiscal year ended September 30, 1994 , filed
electronically on November 28, 1994 ( 811-
6176) , are incorporated by reference into this Statement
of Additional Information. The financial highlights included in
the Prospectus and the financial statements incorporated by
reference into the Prospectus and the Statement of Additional
Information have been so included and incorporated in reliance
upon the report of the independent accountants, given on their
authority as experts in auditing and accounting.<PAGE>
<PAGE>

TABLE OF CONTENTS

MISCELLANEOUS INVESTMENT PRACTICES . . . . . . . . . . . . . . . . . . II-1

TAXES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .II-22

MANAGEMENT OF THE FUND . . . . . . . . . . . . . . . . . . . . . . . .II-27

DETERMINATION OF NET ASSET VALUE . . . . . . . . . . . . . . . . . . .II-36

HOW TO BUY SHARES. . . . . . . . . . . . . . . . . . . . . . . . . . .II-38

DISTRIBUTION PLAN. . . . . . . . . . . . . . . . . . . . . . . . . . .II-49

INVESTOR SERVICES. . . . . . . . . . . . . . . . . . . . . . . . . . .II-50

SIGNATURE GUARANTEES . . . . . . . . . . . . . . . . . . . . . . . . .II-56

SUSPENSION OF REDEMPTIONS. . . . . . . . . . . . . . . . . . . . . . .II-56

SHAREHOLDER LIABILITY. . . . . . . . . . . . . . . . . . . . . . . . .II-56

STANDARD PERFORMANCE MEASURES. . . . . . . . . . . . . . . . . . . . .II-57

COMPARISON OF PORTFOLIO PERFORMANCE. . . . . . . . . . . . . . . . . .II-58

DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .II-63

<PAGE>

THE PUTNAM FUNDS
STATEMENT OF ADDITIONAL INFORMATION
PART II

The following information applies generally to your Fund and to
the other Putnam funds. In certain cases the discussion applies
to some but not all of the funds or their shareholders, and you
should refer to your Prospectus to determine whether the matter
is applicable to you or your Fund. You will also be referred to
Part I for certain information applicable to your particular
Fund. Shareholders who purchase shares at net asset value
through employer-sponsored defined contribution plans should also
consult their employer for information about the extent to which
the matters described below apply to them.

MISCELLANEOUS INVESTMENT PRACTICES

YOUR FUND'S PROSPECTUS STATES WHICH OF THE FOLLOWING INVESTMENT
PRACTICES ARE AVAILABLE TO YOUR FUND. THE FACT THAT YOUR FUND IS
AUTHORIZED TO ENGAGE IN A PARTICULAR PRACTICE DOES NOT
NECESSARILY MEAN THAT IT WILL ACTUALLY DO SO. YOU SHOULD
DISREGARD ANY PRACTICE DESCRIBED BELOW WHICH IS NOT MENTIONED IN
THE PROSPECTUS.

SHORT-TERM TRADING

In seeking the Fund's objective, Putnam Management will buy or
sell portfolio securities whenever Putnam Management believes it
appropriate to do so. In deciding whether to sell a portfolio
security, Putnam Management does not consider how long the Fund
has owned the security. From time to time the Fund will buy
securities intending to seek short-term trading profits. A
change in the securities held by the Fund is known as "portfolio
turnover" and generally involves some expense to the Fund. These
expenses may include brokerage commissions or dealer mark-ups and
other transaction costs on both the sale of securities and the
reinvestment of the proceeds in other securities. If sales of
portfolio securities cause the Fund to realize net short-term
capital gains, such gains will be taxable as ordinary income. As
a result of the Fund's investment policies, under certain market
conditions the Fund's portfolio turnover rate may be higher than
that of other mutual funds. Portfolio turnover rate for a fiscal
year is the ratio of the lesser of purchases or sales of
portfolio securities to the monthly average of the value of
portfolio securities -- excluding securities whose maturities at
acquisition were one year or less. The Fund's portfolio turnover
rate is not a limiting factor when Putnam Management considers a
change in the Fund's portfolio.
<PAGE>
LOWER-RATED SECURITIES

The Fund may invest in lower-rated fixed-income securities
(commonly known as "junk bonds"), to the extent described in the
Prospectus. The lower ratings of certain securities held by the
Fund reflect a greater possibility that adverse changes in the
financial condition of the issuer or in general economic
conditions, or both, or an unanticipated rise in interest rates,
may impair the ability of the issuer to make payments of interest
and principal. The inability (or perceived inability) of issuers
to make timely payment of interest and principal would likely
make the values of securities held by the Fund more volatile and
could limit the Fund's ability to sell its securities at prices
approximating the values the Fund had placed on such securities.
In the absence of a liquid trading market for securities held by
it, the Fund may be unable at times to establish the fair value
of such securities. The rating assigned to a security by Moody's
Investors Service, Inc. or Standard & Poor's Corporation (or by
any other nationally recognized securities rating organization)
does not reflect an assessment of the volatility of the
security's market value or the liquidity of an investment in the
security. See the Prospectus or Part I of this Statement for a
description of security ratings.

Like those of other fixed-income securities, the values of
lower-rated 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 the Fund's
assets. Conversely, during periods of rising interest rates, the
value of the Fund's assets will generally decline. In addition,
the values of such securities are also affected by changes in
general economic conditions and business conditions affecting the
specific industries of their issuers. Changes by recognized
rating services in their ratings of any fixed-income security and
in the ability of an issuer to make payments of interest and
principal may also affect the value of these investments.
Changes in the value of portfolio securities generally will not
affect cash income derived from such securities, but will affect
the Fund's net asset value. The Fund will not necessarily
dispose of a security when its rating is reduced below its rating
at the time of purchase, although Putnam Management will monitor
the investment to determine whether its retention will assist in
meeting the Fund's investment objective.

At times, a substantial portion of the Fund's assets may be
invested in securities as to which the Fund, by itself or
together with other funds and accounts managed by Putnam
Management and its affiliates, holds a major portion or all of
such securities. Although Putnam Management generally considers
such securities to be liquid because of the availability of an
institutional market for such securities, it is possible that,
under adverse market or economic conditions or in the event of
adverse changes in the financial condition of the issuer, the
Fund could find it more difficult to sell such securities when
Putnam Management believes it advisable to do so or may be able
to sell such securities only at prices lower than if such
securities were more widely held. Under such circumstances, it
may also be more difficult to determine the fair value of such
securities for purposes of computing the Fund's net asset value.
In order to enforce its rights in the event of a default under
such securities, the Fund may be required to take possession of
and manage assets securing the issuer's obligations on such
securities, which may increase the Fund's operating expenses and
adversely affect the Fund's net asset value. In the case of
tax-exempt funds, any income derived from the Fund's ownership or
operation of such assets would not be tax-exempt. In addition,
the Fund's intention to qualify as a "regulated investment
company" under the Internal Revenue Code may limit the extent to
which the Fund may exercise its rights by taking possession of
such assets.

Certain securities held by the Fund may permit the issuer at its
option to "call", or redeem, its securities. If an issuer were
to redeem securities held by the Fund during a time of declining
interest rates, the Fund may not be able to reinvest the proceeds
in securities providing the same investment return as the
securities redeemed.

If the Fund's Prospectus describes so-called "zero-coupon" bonds
and "payment-in-kind" bonds as possible investments, the Fund may
invest without limit in such bonds unless otherwise specified in
the Prospectus. Zero-coupon bonds are issued at a significant
discount from their principal amount in lieu of paying interest
periodically. Payment-in-kind bonds allow the issuer, at its
option, to make current interest payments on the bonds either in
cash or in additional bonds. Because zero-coupon bonds do not
pay current interest, their value is subject to greater
fluctuation in response to changes in market interest rates than
bonds which pay interest currently. Both zero-coupon and
payment-in-kind bonds allow an issuer to avoid the need to
generate cash to meet current interest payments. Accordingly,
such bonds may involve greater credit risks than bonds paying
interest currently. Even though such bonds do not pay current
interest in cash, the Fund is nonetheless required to accrue
interest income on such investments and to distribute such
amounts at least annually to shareholders. Thus, the Fund could
be required at times to liquidate investments in order to satisfy
its dividend requirements.

The amount of information about the financial condition of an
issuer of tax exempt securities may not be as extensive as that
which is made available by corporations whose securities are
publicly traded. Therefore, to the extent the Fund invests in
tax exempt securities in the lower rating categories, the
achievement of the Fund's goals is more dependent on Putnam
Management's investment analysis than would be the case if the
Fund were investing in securities in the higher rating
categories.

INVESTMENTS IN MISCELLANEOUS FIXED INCOME SECURITIES

Unless otherwise specified in the Prospectus or elsewhere in this
Statement of Additional Information, if the Fund may invest in
inverse floating obligations and premium securities, it may do so
without limit. The Fund, however, currently does not intend to
invest more than 15% of its assets in inverse floating
obligations under normal market conditions.

SECURITIES LOANS

The Fund may make secured loans of its portfolio securities, on
either a short-term or long-term basis, amounting to not more
than 25% of its total assets, thereby realizing additional
income. The risks in lending portfolio securities, as with other
extensions of credit, consist of possible delay in recovery of
the securities or possible loss of rights in the collateral
should the borrower fail financially. As a matter of policy,
securities loans are made to broker-dealers pursuant to
agreements requiring that loans be continuously secured by
collateral consisting of cash or short-term debt obligations at
least equal at all times to the value of the securities on loan,
"marked-to-market" daily. The borrower pays to the Fund an
amount equal to any dividends or interest received on securities
lent. The Fund retains all or a portion of the interest received
on investment of the cash collateral or receives a fee from the
borrower. Although voting rights, or rights to consent, with
respect to the loaned securities pass to the borrower, the Fund
retains the right to call the loans at any time on reasonable
notice, and it will do so to enable the Fund to exercise voting
rights on any matters materially affecting the investment. The
Fund may also call such loans in order to sell the securities.

FORWARD COMMITMENTS

The Fund may enter into contracts to purchase securities for a
fixed price at a future date beyond customary settlement time
("forward commitments") if the Fund holds, and maintains until
the settlement date in a segregated account, cash or high-grade
debt obligations in an amount sufficient to meet the purchase
price, or if the Fund enters into offsetting contracts for the
forward sale of other securities it owns. In the case of to-be-
announced ("TBA") purchase commitments, the unit price and the
estimated principal amount are established when the Fund enters
into a contract, with the actual principal amount being within a
specified range of the estimate. Forward commitments may be
considered securities in themselves, and involve a risk of loss
if the value of the security to be purchased declines prior to
the settlement date, which risk is in addition to the risk of
decline in the value of the Fund's other assets. Where such
purchases are made through dealers, the Fund relies on the dealer
to consummate the sale. The dealer's failure to do so may result
in the loss to the Fund of an advantageous yield or price.
Although the Fund will generally enter into forward commitments
with the intention of acquiring securities for its portfolio or
for delivery pursuant to options contracts it has entered into,
the Fund may dispose of a commitment prior to settlement if
Putnam Management deems it appropriate to do so. The Fund may
realize short-term profits or losses upon the sale of forward
commitments.

The Fund may enter into TBA sale commitments to hedge its
portfolio positions or to sell mortgage-backed securities it owns
under delayed delivery arrangements. Proceeds of TBA sale
commitments are not received until the contractual settlement
date. During the time a TBA sale commitment is outstanding,
equivalent deliverable securities, or an offsetting TBA purchase
commitment deliverable on or before the sale commitment date, are
held as "cover" for the transaction. Unsettled TBA sale
commitments are valued at current market value of the underlying
securities. If the TBA sale commitment is closed through the
acquisition of an offsetting purchase commitment, the Fund
realizes a gain or loss on the commitment without regard to any
unrealized gain or loss on the underlying security. If the Fund
delivers securities under the commitment, the Fund realizes a
gain or loss from the sale of the securities based upon the unit
price established at the date the commitment was entered into.

REPURCHASE AGREEMENTS

The Fund may enter into repurchase agreements up to the limit
specified in the Prospectus. A repurchase agreement is a
contract under which the Fund acquires a security for a
relatively short period (usually not more than one week) subject
to the obligation of the seller to repurchase and the Fund to
resell such security at a fixed time and price (representing the
Fund's cost plus interest). It is the Fund's present intention
to enter into repurchase agreements only with commercial banks
and registered broker-dealers and only with respect to
obligations of the U.S. government or its agencies or
instrumentalities. Repurchase agreements may also be viewed as
loans made by the Fund which are collateralized by the securities
subject to repurchase. Putnam Management will monitor such
transactions to ensure that the value of the underlying
securities will be at least equal at all times to the total
amount of the repurchase obligation, including the interest
factor. If the seller defaults, the Fund could realize a loss on
the sale of the underlying security to the extent that the
proceeds of sale including accrued interest are less than the
resale price provided in the agreement including interest. In
addition, if the seller should be involved in bankruptcy or
insolvency proceedings, the Fund may incur delay and costs in
selling the underlying security or may suffer a loss of principal
and interest if the Fund is treated as an unsecured creditor and
required to return the underlying collateral to the seller's
estate.

Pursuant to an exemptive order issued by the Securities and
Exchange Commission, the Fund may transfer uninvested cash
balances into a joint account, along with cash of other Putnam
funds and certain other accounts. These balances may be invested
in one or more repurchase agreements and/or short-term money
market instruments.

OPTIONS ON SECURITIES

WRITING COVERED OPTIONS. The Fund may write covered call options
and covered put options on optionable securities held in its
portfolio, when in the opinion of Putnam Management such
transactions are consistent with the Fund's investment objectives
and policies. Call options written by the Fund give the
purchaser the right to buy the underlying securities from the
Fund at a stated exercise price; put options give the purchaser
the right to sell the underlying securities to the Fund at a
stated price.

The Fund may write only covered options, which means that, so
long as the Fund is obligated as the writer of a call option, it
will own the underlying securities subject to the option (or
comparable securities satisfying the cover requirements of
securities exchanges). In the case of put options, the Fund will
hold cash and/or high-grade short-term debt obligations equal to
the price to be paid if the option is exercised. In addition,
the Fund will be considered to have covered a put or call option
if and to the extent that it holds an option that offsets some or
all of the risk of the option it has written. The Fund may write
combinations of covered puts and calls on the same underlying
security.

The Fund will receive a premium from writing a put or call
option, which increases the Fund's return on the underlying
security in the event the option expires unexercised or is closed
out at a profit. The amount of the premium reflects, among other
things, the relationship between the exercise price and the
current market value of the underlying security, the volatility
of the underlying security, the amount of time remaining until
expiration, current interest rates, and the effect of supply and
demand in the options market and in the market for the underlying
security. By writing a call option, the Fund limits its
opportunity to profit from any increase in the market value of
the underlying security above the exercise price of the option
but continues to bear the risk of a decline in the value of the
underlying security. By writing a put option, the Fund assumes
the risk that it may be required to purchase the underlying
security for an exercise price higher than its then-current
market value, resulting in a potential capital loss unless the
security subsequently appreciates in value.

The Fund may terminate an option that it has written prior to its
expiration by entering into a closing purchase transaction, in
which it purchases an offsetting option. The Fund realizes a
profit or loss from a closing transaction if the cost of the
transaction (option premium plus transaction costs) is less or
more than the premium received from writing the option. Because
increases in the market price of a call option generally reflect
increases in the market price of the security underlying the
option, any loss resulting from a closing purchase transaction
may be offset in whole or in part by unrealized appreciation of
the underlying security owned by the Fund.

If the Fund writes a call option but does not own the underlying
security, and when it writes a put option, the Fund may be
required to deposit cash or securities with its broker as
"margin", or collateral, for its obligation to buy or sell the
underlying security. As the value of the underlying security
varies, the Fund may have to deposit additional margin with the
broker. Margin requirements are complex and are fixed by
individual brokers, subject to minimum requirements currently
imposed by the Federal Reserve Board and by stock exchanges and
other self-regulatory organizations.

PURCHASING PUT OPTIONS. The Fund may purchase put options to
protect its portfolio holdings in an underlying security against
a decline in market value. Such protection is provided during
the life of the put option since the Fund, as holder of the
option, is able to sell the underlying security at the put
exercise price regardless of any decline in the underlying
security's market price. In order for a put option to be
profitable, the market price of the underlying security must
decline sufficiently below the exercise price to cover the
premium and transaction costs. By using put options in this
manner, the Fund will reduce any profit it might otherwise have
realized from appreciation of the underlying security by the
premium paid for the put option and by transaction costs.

PURCHASING CALL OPTIONS. The Fund may purchase call options to
hedge against an increase in the price of securities that the
Fund wants ultimately to buy. Such hedge protection is provided
during the life of the call option since the Fund, as holder of
the call option, is able to buy the underlying security at the
exercise price regardless of any increase in the underlying
security's market price. In order for a call option to be
profitable, the market price of the underlying security must rise
sufficiently above the exercise price to cover the premium and
transaction costs.

RISK FACTORS IN OPTIONS TRANSACTIONS

The successful use of the Fund's options strategies depends on
the ability of Putnam Management to forecast correctly interest
rate and market movements. For example, if the Fund were to
write a call option based on Putnam Management's expectation that
the price of the underlying security would fall, but the price
were to rise instead, the Fund could be required to sell the
security upon exercise at a price below the current market price.
Similarly, if the Fund were to write a put option based on Putnam
Management's expectation that the price of the underlying
security would rise, but the price were to fall instead, the Fund
could be required to purchase the security upon exercise at a
price higher than the current market price.

When the Fund purchases an option, it runs the risk that it will
lose its entire investment in the option in a relatively short
period of time, unless the Fund exercises the option or enters
into a closing sale transaction before the option's expiration.
If the price of the underlying security does not rise (in the
case of a call) or fall (in the case of a put) to an extent
sufficient to cover the option premium and transaction costs, the
Fund will lose part or all of its investment in the option. This
contrasts with an investment by the Fund in the underlying
security, since the Fund will not realize a loss if the
security's price does not change.

The effective use of options also depends on the Fund's ability
to terminate option positions at times when Putnam Management
deems it desirable to do so. There is no assurance that the Fund
will be able to effect closing transactions at any particular
time or at an acceptable price.

If a secondary market in options were to become unavailable, the
Fund could no longer engage in closing transactions. Lack of
investor interest might adversely affect the liquidity of the
market for particular options or series of options. A market may
discontinue trading of a particular option or options generally.
In addition, a market could become temporarily unavailable if
unusual events -- such as volume in excess of trading or clearing
capability -- were to interrupt its normal operations.

A market may at times find it necessary to impose restrictions on
particular types of options transactions, such as opening
transactions. For example, if an underlying security ceases to
meet qualifications imposed by the market or the Options Clearing
Corporation, new series of options on that security will no
longer be opened to replace expiring series, and opening
transactions in existing series may be prohibited. If an options
market were to become unavailable, the Fund as a holder of an
option would be able to realize profits or limit losses only by
exercising the option, and the Fund, as option writer, would
remain obligated under the option until expiration or exercise.

Disruptions in the markets for the securities underlying options
purchased or sold by the Fund could result in losses on the
options. If trading is interrupted in an underlying security,
the trading of options on that security is normally halted as
well. As a result, the Fund as purchaser or writer of an option
will be unable to close out its positions until options trading
resumes, and it may be faced with considerable losses if trading
in the security reopens at a substantially different price. In
addition, the Options Clearing Corporation or other options
markets may impose exercise restrictions. If a prohibition on
exercise is imposed at the time when trading in the option has
also been halted, the Fund as purchaser or writer of an option
will be locked into its position until one of the two
restrictions has been lifted. If the Options Clearing
Corporation were to determine that the available supply of an
underlying security appears insufficient to permit delivery by
the writers of all outstanding calls in the event of exercise, it
may prohibit indefinitely the exercise of put options. The Fund,
as holder of such a put option, could lose its entire investment
if the prohibition remained in effect until the put option's
expiration.

Special risks are presented by internationally-traded options.
Because of time differences between the United States and various
foreign countries, and because different holidays are observed in
different countries, foreign options markets may be open for
trading during hours or on days when U.S. markets are closed. As
a result, option premiums may not reflect the current prices of
the underlying interest in the United States.

Over-the-counter ("OTC") options purchased by the Fund and assets
held to cover OTC options written by the Fund may, under certain
circumstances, be considered illiquid securities for purposes of
any limitation on the Fund's ability to invest in illiquid
securities.

FUTURES CONTRACTS AND RELATED OPTIONS

Subject to applicable law, and unless otherwise specified in the
Prospectus, the Fund may invest without limit in the types of
futures contracts and related options identified in the
Prospectus. A financial futures contract sale creates an
obligation by the seller to deliver the type of financial
instrument called for in the contract in a specified delivery
month for a stated price. A financial futures contract purchase
creates an obligation by the purchaser to take delivery of the
type of financial instrument called for in the contract in a
specified delivery month at a stated price. The specific
instruments delivered or taken, respectively, at settlement date
are not determined until on or near that date. The determination
is made in accordance with the rules of the exchange on which the
futures contract sale or purchase was made. Futures contracts
are traded in the United States only on commodity exchanges or
boards of trade -- known as "contract markets" -- approved for
such trading by the Commodity Futures Trading Commission (the
"CFTC"), and must be executed through a futures commission
merchant or brokerage firm which is a member of the relevant
contract market.

Although futures contracts (other than index futures) by their
terms call for actual delivery or acceptance of commodities or
securities, in most cases the contracts are closed out before the
settlement date without the making or taking of delivery.
Closing out a futures contract sale is effected by purchasing a
futures contract for the same aggregate amount of the specific
type of financial instrument or commodity with the same delivery
date. If the price of the initial sale of the futures contract
exceeds the price of the offsetting purchase, the seller is paid
the difference and realizes a gain. Conversely, if the price of
the offsetting purchase exceeds the price of the initial sale,
the seller realizes a loss. Similarly, the closing out of a
futures contract purchase is effected by the purchaser's entering
into a futures contract sale. If the offsetting sale price
exceeds the purchase price, the purchaser realizes a gain, and if
the purchase price exceeds the offsetting sale price, he realizes
a loss. In general 40% of the gain or loss arising from the
closing out of a futures contract traded on an exchange approved
by the CFTC is treated as short-term gain or loss, and 60% is
treated as long-term gain or loss.

Unlike when the Fund purchases or sells a security, no price is
paid or received by the Fund upon the purchase or sale of a
futures contract. Upon entering into a contract, the Fund is
required to deposit with its custodian in a segregated account in
the name of the futures broker an amount of cash and/or U.S.
Government Securities. This amount is known as "initial margin."
The nature of initial margin in futures transactions is different
from that of margin in security transactions in that futures
contract margin does not involve the borrowing of funds to
finance the transactions. Rather, initial margin is similar to a
performance bond or good faith deposit which is returned to the
Fund upon termination of the futures contract, assuming all
contractual obligations have been satisfied. Futures contracts
also involve brokerage costs.

Subsequent payments, called "variation margin" or "maintenance
margin", to and from the broker (or the custodian) are made on a
daily basis as the price of the underlying security or commodity
fluctuates, making the long and short positions in the futures
contract more or less valuable, a process known as "marking to
the market." For example, when the Fund has purchased a futures
contract on a security and the price of the underlying security
has risen, that position will have increased in value and the
Fund will receive from the broker a variation margin payment
based on that increase in value. Conversely, when the Fund has
purchased a security futures contract and the price of the
underlying security has declined, the position would be less
valuable and the Fund would be required to make a variation
margin payment to the broker.

The Fund may elect to close some or all of its futures positions
at any time prior to their expiration in order to reduce or
eliminate a hedge position then currently held by the Fund. The
Fund may close its positions by taking opposite positions which
will operate to terminate the Fund's position in the futures
contracts. Final determinations of variation margin are then
made, additional cash is required to be paid by or released to
the Fund, and the Fund realizes a loss or a gain. Such closing
transactions involve additional commission costs.

OPTIONS ON FUTURES CONTRACTS. The Fund may purchase and write
call and put options on futures contracts it may buy or sell and
enter into closing transactions with respect to such options to
terminate existing positions. Options on future contracts give
the purchaser the right in return for the premium paid to assume
a position in a futures contract at the specified option exercise
price at any time during the period of the option. The Fund may
use options on futures contracts in lieu of writing or buying
options directly on the underlying securities or purchasing and
selling the underlying futures contracts. For example, to hedge
against a possible decrease in the value of its portfolio
securities, the Fund may purchase put options or write call
options on futures contracts rather than selling futures
contracts. Similarly, the Fund may purchase call options or
write put options on futures contracts as a substitute for the
purchase of futures contracts to hedge against a possible
increase in the price of securities which the Fund expects to
purchase. Such options generally operate in the same manner as
options purchased or written directly on the underlying
investments.

As with options on securities, the holder or writer of an option
may terminate his position by selling or purchasing an offsetting
option. There is no guarantee that such closing transactions can
be effected.

The Fund will be required to deposit initial margin and
maintenance margin with respect to put and call options on
futures contracts written by it pursuant to brokers' requirements
similar to those described above in connection with the
discussion of futures contracts.

RISKS OF TRANSACTIONS IN FUTURES CONTRACTS AND RELATED OPTIONS.
Successful use of futures contracts by the Fund is subject to
Putnam Management's ability to predict movements in the direction
of interest rates and other factors affecting securities markets.
For example, if the Fund has hedged against the possibility of
decline in the values of its investments and the values of its
investments increase instead, the Fund will lose part or all of
the benefit of the increase through payments of daily maintenance
margin. The Fund may have to sell investments at a time when it
may be disadvantageous to do so in order to meet margin
requirements.

Compared to the purchase or sale of futures contracts, the
purchase of call or put options on futures contracts involves
less potential risk to the Fund because the maximum amount at
risk is the premium paid for the options (plus transaction
costs). However, there may be circumstances when the purchase of
a call or put option on a futures contract would result in a loss
to the Fund when the purchase or sale of a futures contract would
not, such as when there is no movement in the prices of the
hedged investments. The writing of an option on a futures
contract involves risks similar to those risks relating to the
sale of futures contracts.

There is no assurance that higher than anticipated trading
activity or other unforeseen events might not, at times, render
certain market clearing facilities inadequate, and thereby result
in the institution by exchanges of special procedures which may
interfere with the timely execution of customer orders.

To reduce or eliminate a hedge position held by the Fund, the
Fund may seek to close out a position. The ability to establish
and close out positions will be subject to the development and
maintenance of a liquid secondary market. It is not certain that
this market will develop or continue to exist for a particular
futures contract or option. Reasons for the absence of a liquid
secondary market on an exchange include the following: (i) there
may be insufficient trading interest in certain contracts or
options; (ii) restrictions may be imposed by an exchange on
opening transactions or closing transactions or both; (iii)
trading halts, suspensions or other restrictions may be imposed
with respect to particular classes or series of contracts or
options, or underlying securities; (iv) unusual or unforeseen
circumstances may interrupt normal operations on an exchange; (v)
the facilities of an exchange or a clearing corporation may not
at all times be adequate to handle current trading volume; or
(vi) one or more exchanges could, for economic or other reasons,
decide or be compelled at some future date to discontinue the
trading of contracts or options (or a particular class or series
of contracts or options), in which event the secondary market on
that exchange for such contracts or options (or in the class or
series of contracts or options) would cease to exist, although
outstanding contracts or options on the exchange that had been
issued by a clearing corporation as a result of trades on that
exchange would continue to be exercisable in accordance with
their terms.

U.S. TREASURY SECURITY FUTURES CONTRACTS AND OPTIONS. If the
Fund invests in tax-exempt securities issued by a governmental
entity, the Fund may purchase and sell futures contracts and
related options on U.S. Treasury securities when, in the opinion
of Putnam Management, price movements in Treasury security
futures and related options will correlate closely with price
movements in the tax-exempt securities which are the subject of
the hedge. U.S. Treasury security futures contracts require the
seller to deliver, or the purchaser to take delivery of, the type
of U.S. Treasury security called for in the contract at a
specified date and price. Options on U.S. Treasury security
futures contracts give the purchaser the right in return for the
premium paid to assume a position in a U.S. Treasury security
futures contract at the specified option exercise price at any
time during the period of the option.

Successful use of U.S. Treasury security futures contracts by the
Fund is subject to Putnam Management's ability to predict
movements in the direction of interest rates and other factors
affecting markets for debt securities. For example, if the Fund
has sold U.S. Treasury security futures contracts in order to
hedge against the possibility of an increase in interest rates
which would adversely affect tax-exempt securities held in its
portfolio, and the prices of the Fund's tax-exempt securities
increase instead as a result of a decline in interest rates, the
Fund will lose part or all of the benefit of the increased value
of its securities which it has hedged because it will have
offsetting losses in its futures positions. In addition, in such
situations, if the Fund has insufficient cash, it may have to
sell securities to meet daily maintenance margin requirements at
a time when it may be disadvantageous to do so.

There is also a risk that price movements in U.S. Treasury
security futures contracts and related options will not correlate
closely with price movements in markets for tax-exempt
securities. For example, if the Fund has hedged against a
decline in the values of tax-exempt securities held by it by
selling Treasury security futures and the values of Treasury
securities subsequently increase while the values of its
tax-exempt securities decrease, the Fund would incur losses on
both the Treasury security futures contracts written by it and
the tax-exempt securities held in its portfolio. Putnam
Management will seek to reduce this risk by monitoring movements
in markets for U.S. Treasury security futures and options and for
tax-exempt securities closely. The Fund will only purchase or
sell Treasury security futures or related options when, in the
opinion of Putnam Management, price movements in Treasury
security futures and related options will correlate closely with
price movements in tax-exempt securities in which the Fund
invests.

INDEX FUTURES CONTRACTS. An index futures contract is a contract
to buy or sell units of an index at a specified future date at a
price agreed upon when the contract is made. Entering into a
contract to buy units of an index is commonly referred to as
buying or purchasing a contract or holding a long position in
the index. Entering into a contract to sell units of an index is
commonly referred to as selling a contract or holding a short
position. A unit is the current value of the index. The Fund
may enter into stock index futures contracts, debt index futures
contracts, or other index futures contracts appropriate to its
objective. The Fund may also purchase and sell options on index
futures contracts.

For example, the Standard & Poor's Composite 500 Stock Price
Index ("S&P 500") is composed of 500 selected common stocks, most
of which are listed on the New York Stock Exchange. The S&P 500
assigns relative weightings to the common stocks included in the
Index, and the value fluctuates with changes in the market values
of those common stocks. In the case of the S&P 500, contracts
are to buy or sell 500 units. Thus, if the value of the S&P 500
were $150, one contract would be worth $75,000 (500 units x
$150). The stock index futures contract specifies that no
delivery of the actual stocks making up the index will take
place. Instead, settlement in cash must occur upon the
termination of the contract, with the settlement being the
difference between the contract price and the actual level of the
stock index at the expiration of the contract. For example, if
the Fund enters into a futures contract to buy 500 units of the
S&P 500 at a specified future date at a contract price of $150
and the S&P 500 is at $154 on that future date, the Fund will
gain $2,000 (500 units x gain of $4). If the Fund enters into a
futures contract to sell 500 units of the stock index at a
specified future date at a contract price of $150 and the S&P 500
is at $152 on that future date, the Fund will lose $1,000 (500
units x loss of $2).

There are several risks in connection with the use by the Fund of
index futures as a hedging device. One risk arises because of
the imperfect correlation between movements in the prices of the
index futures and movements in the prices of securities which are
the subject of the hedge. Putnam Management will, however,
attempt to reduce this risk by buying or selling, to the extent
possible, futures on indices the movements of which will, in its
judgment, have a significant correlation with movements in the
prices of the securities sought to be hedged.

Successful use of index futures by the Fund for hedging purposes
is also subject to Putnam Management's ability to predict
movements in the direction of the market. It is possible that,
where the Fund has sold futures to hedge its portfolio against a
decline in the market, the index on which the futures are written
may advance and the value of securities held in the Fund's
portfolio may decline. If this occurred, the Fund would lose
money on the futures and also experience a decline in value in
its portfolio securities. It is also possible that, if the Fund
has hedged against the possibility of a decline in the market
adversely affecting securities held in its portfolio and
securities prices increase instead, the Fund will lose part or
all of the benefit of the increased value of those securities it
has hedged because it will have offsetting losses in its futures
positions. In addition, in such situations, if the Fund has
insufficient cash, it may have to sell securities to meet daily
variation margin requirements at a time when it is
disadvantageous to do so.

In addition to the possibility that there may be an imperfect
correlation, or no correlation at all, between movements in the
index futures and the portion of the portfolio being hedged, the
prices of index futures may not correlate perfectly with
movements in the underlying index due to certain market
distortions. First, all participants in the futures market are
subject to margin deposit and maintenance requirements. Rather
than meeting additional margin deposit requirements, investors
may close futures contracts through offsetting transactions which
could distort the normal relationship between the index and
futures markets. Second, margin requirements in the futures
market are less onerous than margin requirements in the
securities market, and as a result the futures market may attract
more speculators than the securities market does. Increased
participation by speculators in the futures market may also cause
temporary price distortions. Due to the possibility of price
distortions in the futures market and also because of the
imperfect correlation between movements in the index and
movements in the prices of index futures, even a correct forecast
of general market trends by Putnam Management may still not
result in a successful hedging transaction over a short time
period.

OPTIONS ON STOCK INDEX FUTURES. Options on index futures are
similar to options on securities except that options on index
futures give the purchaser the right, in return for the premium
paid, to assume a position in an index futures contract (a long
position if the option is a call and a short position if the
option is a put) at a specified exercise price at any time during
the period of the option. Upon exercise of the option, the
delivery of the futures position by the writer of the option to
the holder of the option will be accompanied by delivery of the
accumulated balance in the writer's futures margin account which
represents the amount by which the market price of the index
futures contract, at exercise, exceeds (in the case of a call) or
is less than (in the case of a put) the exercise price of the
option on the index future. If an option is exercised on the
last trading day prior to its expiration date, the settlement
will be made entirely in cash equal to the difference between the
exercise price of the option and the closing level of the index
on which the future is based on the expiration date. Purchasers
of options who fail to exercise their options prior to the
exercise date suffer a loss of the premium paid.

OPTIONS ON INDICES

As an alternative to purchasing call and put options on index
futures, the Fund may purchase and sell call and put options on
the underlying indices themselves. Such options would be used in
a manner identical to the use of options on index futures.

INDEX WARRANTS

The Fund may purchase put warrants and call warrants whose values
vary depending on the change in the value of one or more
specified securities indices ("index warrants"). Index warrants
are generally issued by banks or other financial institutions and
give the holder the right, at any time during the term of the
warrant, to receive upon exercise of the warrant a cash payment
from the issuer based on the value of the underlying index at the
time of exercise. In general, if the value of the underlying
index rises above the exercise price of the index warrant, the
holder of a call warrant will be entitled to receive a cash
payment from the issuer upon exercise based on the difference
between the value of the index and the exercise price of the
warrant; if the value of the underlying index falls, the holder
of a put warrant will be entitled to receive a cash payment from
the issuer upon exercise based on the difference between the
exercise price of the warrant and the value of the index. The
holder of a warrant would not be entitled to any payments from
the issuer at any time when, in the case of a call warrant, the
exercise price is greater than the value of the underlying index,
or, in the case of a put warrant, the exercise price is less than
the value of the underlying index. If the Fund were not to
exercise an index warrant prior to its expiration, then the Fund
would lose the amount of the purchase price paid by it for the
warrant.

The Fund will normally use index warrants in a manner similar to
its use of options on securities indices. The risks of the
Fund's use of index warrants are generally similar to those
relating to its use of index options. Unlike most index options,
however, index warrants are issued in limited amounts and are not
obligations of a regulated clearing agency, but are backed only
by the credit of the bank or other institution which issues the
warrant. Also, index warrants generally have longer terms than
index options. Although the Fund will normally invest only in
exchange-listed warrants, index warrants are not likely to be as
liquid as certain index options backed by a recognized clearing
agency. In addition, the terms of index warrants may limit the
Fund's ability to exercise the warrants at such time, or in such
quantities, as the Fund would otherwise wish to do.

FOREIGN SECURITIES

Under its current policy, which may be changed without
shareholder approval, the Fund may invest up to the limit of its
total assets specified in its Prospectus in securities
principally traded in markets outside the United States.
Eurodollar certificates of deposit are excluded for purposes of
this limitation. Foreign investments can be affected favorably
or unfavorably by changes in currency exchange rates and in
exchange control regulations. There may be less publicly
available information about a foreign company than about a U.S.
company, and foreign companies may not be subject to accounting,
auditing and financial reporting standards and requirements
comparable to those applicable to U.S. companies. Securities of
some foreign companies are less liquid or more volatile than
securities of U.S. companies, and foreign brokerage commissions
and custodian fees are generally higher than in the United
States. Investments in foreign securities can involve other
risks different from those affecting U.S. investments, including
local political or economic developments, expropriation or
nationalization of assets and imposition of withholding taxes on
dividend or interest payments. To hedge against possible
variations in foreign exchange rates, the Fund may purchase and
sell forward foreign currency contracts. These represent
agreements to purchase or sell specified currencies at specified
dates and prices. The Fund will only purchase and sell forward
foreign currency contracts in amounts Putnam Management deems
appropriate to hedge existing or anticipated portfolio positions
and will not use such forward contracts for speculative purposes.
Foreign securities, like other assets of the Fund, will be held
by the Fund's custodian or by a subcustodian.

FOREIGN CURRENCY TRANSACTIONS

Unless otherwise specified in the Prospectus, the Fund may engage
without limit in currency exchange transactions, as well as
foreign currency forward and futures contracts, to protect
against uncertainty in the level of future currency exchange
rates. In addition, the Fund may write covered call and put
options on foreign currencies for the purpose of increasing its
current return.

Generally, the Fund may engage in both "transaction hedging" and
"position hedging". When it engages in transaction hedging, the
Fund enters into foreign currency transactions with respect to
specific receivables or payables, generally arising in connection
with the purchase or sale of portfolio securities. The Fund will
engage in transaction hedging when it desires to "lock in" the
U.S. dollar price of a security it has agreed to purchase or
sell, or the U.S. dollar equivalent of a dividend or interest
payment in a foreign currency. By transaction hedging the Fund
will attempt to protect itself against a possible loss resulting
from an adverse change in the relationship between the U.S.
dollar and the applicable foreign currency during the period
between the date on which the security is purchased or sold, or
on which the dividend or interest payment is earned, and the date
on which such payments are made or received.

The Fund may purchase or sell a foreign currency on a spot (or
cash) basis at the prevailing spot rate in connection with the
settlement of transactions in portfolio securities denominated in
that foreign currency. The Fund may also enter into contracts to
purchase or sell foreign currencies at a future date ("forward
contracts") and purchase and sell foreign currency futures
contracts.

For transaction hedging purposes the Fund may also purchase
exchange-listed and over-the-counter call and put options on
foreign currency futures contracts and on foreign currencies. A
put option on a futures contract gives the Fund the right to
assume a short position in the futures contract until the
expiration of the option. A put option on a currency gives the
Fund the right to sell the currency at an exercise price until
the expiration of the option. A call option on a futures
contract gives the Fund the right to assume a long position in
the futures contract until the expiration of the option. A call
option on a currency gives the Fund the right to purchase the
currency at the exercise price until the expiration of the
option.

When it engages in position hedging, the Fund enters into foreign
currency exchange transactions to protect against a decline in
the values of the foreign currencies in which its portfolio
securities are denominated (or an increase in the value of
currency for securities which the Fund expects to purchase, when
the Fund holds cash or short-term investments). In connection
with position hedging, the Fund may purchase put or call options
on foreign currency and on foreign currency futures contracts and
buy or sell forward contracts and foreign currency futures
contracts. The Fund may also purchase or sell foreign currency
on a spot basis.

The precise matching of the amounts of foreign currency exchange
transactions and the value of the portfolio securities involved
will not generally be possible since the future value of such
securities in foreign currencies will change as a consequence of
market movements in the value of those securities between the
dates the currency exchange transactions are entered into and the
dates they mature.

It is impossible to forecast with precision the market value of
portfolio securities at the expiration or maturity of a forward
or futures contract. Accordingly, it may be necessary for the
Fund to purchase additional foreign currency on the spot market
(and bear the expense of such purchase) if the market value of
the security or securities being hedged is less than the amount
of foreign currency the Fund is obligated to deliver and a
decision is made to sell the security or securities and make
delivery of the foreign currency. Conversely, it may be
necessary to sell on the spot market some of the foreign currency
received upon the sale of the portfolio security or securities if
the market value of such security or securities exceeds the
amount of foreign currency the Fund is obligated to deliver.

Transaction and position hedging do not eliminate fluctuations in
the underlying prices of the securities which the Fund owns or
intends to purchase or sell. They simply establish a rate of
exchange which one can achieve at some future point in time.
Additionally, although these techniques tend to minimize the risk
of loss due to a decline in the value of the hedged currency,
they tend to limit any potential gain which might result from the
increase in value of such currency.

The Fund may seek to increase its current return or to offset
some of the costs of hedging against fluctuations in current
exchange rates by writing covered call options and covered put
options on foreign currencies. The Fund receives a premium from
writing a call or put option, which increases the Fund's current
return if the option expires unexercised or is closed out at a
net profit. The Fund may terminate an option that it has written
prior to its expiration by entering into a closing purchase
transaction in which it purchases an option having the same terms
as the option written.

The Fund's currency hedging transactions may call for the
delivery of one foreign currency in exchange for another foreign
currency and may at times not involve currencies in which its
portfolio securities are then denominated. Putnam Management
will engage in such "cross hedging" activities when it believes
that such transactions provide significant hedging opportunities
for the Fund. Cross hedging transactions by the Fund involve the
risk of imperfect correlation between changes in the values of
the currencies to which such transactions relate and changes in
the value of the currency or other asset or liability which is
the subject of the hedge.

CURRENCY FORWARD AND FUTURES CONTRACTS. A forward foreign
currency contract involves an obligation to purchase or sell a
specific currency at a future date, which may be any fixed number
of days from the date of the contract as agreed by the parties,
at a price set at the time of the contract. In the case of a
cancelable forward contract, the holder has the unilateral right
to cancel the contract at maturity by paying a specified fee.
The contracts are traded in the interbank market conducted
directly between currency traders (usually large commercial
banks) and their customers. A forward contract generally has no
deposit requirement, and no commissions are charged at any stage
for trades. A foreign currency futures contract is a
standardized contract for the future delivery of a specified
amount of a foreign currency at a future date at a price set at
the time of the contract. Foreign currency futures contracts
traded in the United States are designed by and traded on
exchanges regulated by the CFTC, such as the New York Mercantile
Exchange.

Forward foreign currency exchange contracts differ from foreign
currency futures contracts in certain respects. For example, the
maturity date of a forward contract may be any fixed number of
days from the date of the contract agreed upon by the parties,
rather than a predetermined date in a given month. Forward
contracts may be in any amounts agreed upon by the parties rather
than predetermined amounts. Also, forward foreign exchange
contracts are traded directly between currency traders so that no
intermediary is required. A forward contract generally requires
no margin or other deposit.

At the maturity of a forward or futures contract, the Fund either
may accept or make delivery of the currency specified in the
contract, or at or prior to maturity enter into a closing
transaction involving the purchase or sale of an offsetting
contract. Closing transactions with respect to forward contracts
are usually effected with the currency trader who is a party to
the original forward contract. Closing transactions with respect
to futures contracts are effected on a commodities exchange; a
clearing corporation associated with the exchange assumes
responsibility for closing out such contracts.

Positions in the foreign currency futures contracts may be closed
out only on an exchange or board of trade which provides a
secondary market in such contracts. Although the Fund intends to
purchase or sell foreign currency futures contracts only on
exchanges or boards of trade where there appears to be an active
secondary market, there is no assurance that a secondary market
on an exchange or board of trade will exist for any particular
contract or at any particular time. In such event, it may not be
possible to close a futures position and, in the event of adverse
price movements, the Fund would continue to be required to make
daily cash payments of variation margin.

FOREIGN CURRENCY OPTIONS. In general, options on foreign
currencies operate similarly to options on securities and are
subject to many similar risks. Foreign currency options are
traded primarily in the over-the-counter market, although options
on foreign currencies have recently been listed on several
exchanges. Options are traded not only on the currencies of
individual nations, but also on the European Currency Unit
("ECU"). The ECU is composed of amounts of a number of
currencies, and is the official medium of exchange of the
European Community's European Monetary System.

The Fund will only purchase or write foreign currency options
when Putnam Management believes that a liquid secondary market
exists for such options. There can be no assurance that a liquid
secondary market will exist for a particular option at any
specific time. Options on foreign currencies are affected by all
of those factors which influence foreign exchange rates and
investments generally.

The value of any currency, including U.S. dollars and foreign
currencies, may be affected by complex political and economic
factors applicable to the issuing country. In addition, the
exchange rates of foreign currencies (and therefore the values
of foreign currency options) may be affected significantly,
fixed, or supported directly or indirectly by U.S. and foreign
government actions. Government intervention may increase risks
involved in purchasing or selling foreign currency options, since
exchange rates may not be free to fluctuate in response to other
market forces.

The value of a foreign currency option reflects the value of an
exchange rate, which in turn reflects relative values of two
currencies, the U.S. dollar and the foreign currency in question.
Because foreign currency transactions occurring in the interbank
market involve substantially larger amounts than those that may
be involved in the exercise of foreign currency options,
investors may be disadvantaged by having to deal in an odd lot
market for the underlying foreign currencies in connection with
options at prices that are less favorable than for round lots.
Foreign governmental restrictions or taxes could result in
adverse changes in the cost of acquiring or disposing of foreign
currencies.

There is no systematic reporting of last sale information for
foreign currencies and there is no regulatory requirement that
quotations available through dealers or other market sources be
firm or revised on a timely basis. Available quotation
information is generally representative of very large round-lot
transactions in the interbank market and thus may not reflect
exchange rates for smaller odd-lot transactions (less than $1
million) where rates may be less favorable. The interbank market
in foreign currencies is a global, around-the-clock market. To
the extent that options markets are closed while the markets for
the underlying currencies remain open, significant price and rate
movements may take place in the underlying markets that cannot be
reflected in the options markets.

SETTLEMENT PROCEDURES. Settlement procedures relating to the
Fund's investments in foreign securities and to the Fund's
foreign currency exchange transactions may be more complex than
settlements with respect to investments in debt or equity
securities of U.S. issuers, and may involve certain risks not
present in the Fund's domestic investments. For example,
settlement of transactions involving foreign securities or
foreign currency may occur within a foreign country, and the Fund
may be required to accept or make delivery of the underlying
securities or currency in conformity with any applicable U.S. or
foreign restrictions or regulations, and may be required to pay
any fees, taxes or charges associated with such delivery. Such
investments may also involve the risk that an entity involved in
the settlement may not meet its obligations.

FOREIGN CURRENCY CONVERSION. Although foreign exchange dealers
do not charge a fee for currency conversion, they do realize a
profit based on the difference (the "spread") between prices at
which they are buying and selling various currencies. Thus, a
dealer may offer to sell a foreign currency to the Fund at one
rate, while offering a lesser rate of exchange should the Fund
desire to resell that currency to the dealer.

RESTRICTED SECURITIES

The SEC Staff currently takes the view that any designation by
the Trustees of the authority to determine that a restricted
security is readily marketable (as described in the investment
restrictions of the Funds) must be pursuant to written procedures
established by the Trustees. It is the present intention of the
Funds' Trustees that, if the Trustees decide to delegate such
determinations to Putnam Management or another person, they would
do so pursuant to written procedures, consistent with the Staff's
position. Should the Staff modify its position in the future,
the Trustees would consider what action would be appropriate in
light of the Staff's position at that time.

TAXES

TAXATION OF THE FUND. The Fund intends to qualify each year as a
regulated investment company under Subchapter M of the Internal
Revenue Code of 1986, as amended (the "Code"). In order so to
qualify and to qualify for the special tax treatment accorded
regulated investment companies and their shareholders, the Fund
must, among other things:

(a) Derive at least 90% of its gross income from dividends,
interest, payments with respect to certain securities loans, and
gains from the sale of stock, securities and foreign currencies,
or other income (including but not limited to gains from options,
futures, or forward contracts) derived with respect to its
business of investing in such stock, securities, or currencies;

(b) derive less than 30% of its gross income from the sale or
other disposition of certain assets (including stock or
securities and certain options, futures contracts, forward
contracts and foreign currencies) held for less than three
months;

(c) distribute with respect to each taxable year at least 90% of
the sum of its taxable net investment income, its net tax-exempt
income, and the excess, if any, of net short-term capital gains
over net long-term capital losses for such year; and

(d) diversify its holdings so that, at the end of each fiscal
quarter, (i) at least 50% of the market value of the Fund's
assets is represented by cash and cash items, U.S. Government
securities, securities of other regulated investment companies,
and other securities limited in respect of any one issuer to a
value not greater than 5% of the value of the Fund's total assets
and to not more than 10% of the outstanding voting securities of
such issuer, and (ii) not more than 25% of the value of its
assets is invested in the securities (other than those of the
U.S. Government or other regulated investment companies) of any
one issuer or of two or more issuers which the Fund controls and
which are engaged in the same, similar, or related trades or
businesses.

If the Fund qualifies as a regulated investment company that is
accorded special tax treatment, the Fund will not be subject to
federal income tax on income paid to its shareholders in the form
of dividends (including capital gain dividends).

If the Fund failed to qualify as a regulated investment company
accorded special tax treatment in any taxable year, the Fund
would be subject to tax on its taxable income at corporate rates,
and all distributions from earnings and profits, including any
distributions of net tax-exempt income and net long-term capital
gains, would be taxable to shareholders as ordinary income. In
addition, the Fund could be required to recognize unrealized
gains, pay substantial taxes and interest and make substantial
distributions before requalifying as a regulated investment
company that is accorded special tax treatment.

If the Fund fails to distribute in a calendar year substantially
all of its ordinary income for such year and substantially all of
its capital gain net income for the one-year period ending
October 31 (or later if the Fund is permitted so to elect and so
elects), plus any retained amount from the prior year, the Fund
will be subject to a 4% excise tax on the undistributed amounts.
A dividend paid to shareholders by the Fund in January of a year
generally is deemed to have been paid by the Fund on December 31
of the preceding year, if the dividend was declared and payable
to shareholders of record on a date in October, November or
December of that preceding year. The Fund intends generally to
make distributions sufficient to avoid imposition of the 4%
excise tax.

EXEMPT-INTEREST DIVIDENDS. The Fund will be qualified to pay
exempt-interest dividends to its shareholders only if, at the
close of each quarter of the Fund's taxable year, at least 50% of
the total value of the Fund's assets consists of obligations the
interest on which is exempt from federal income tax.
Distributions that the Fund properly designates as exempt-
interest dividends are treated by shareholders as interest
excludable from their gross income for federal income tax
purposes but may be taxable for federal alternative minimum tax
purposes and for state and local purposes. If the Fund intends
to be qualified to pay exempt-interest dividends, the Fund may be
limited in its ability to enter into taxable transactions
involving forward commitments, repurchase agreements, financial
futures, and options contracts on financial futures, tax-exempt
bond indices, and other assets.

Part or all of the interest on indebtedness, if any, incurred or
continued by a shareholder to purchase or carry shares of a Fund
paying exempt-interest dividends is not deductible. The portion
of interest that is not deductible is equal to the total interest
paid or accrued on the indebtedness, multiplied by the percentage
of the Fund's total distributions (not including distributions
from net long-term capital gains) paid to the shareholder that
are exempt-interest dividends. Under rules used by the Internal
Revenue Service for determining when borrowed funds are
considered used for the purpose of purchasing or carrying
particular assets, the purchase of shares may be considered to
have been made with borrowed funds even though such funds are not
directly traceable to the purchase of shares.

In general, exempt-interest dividends, if any, attributable to
interest received on certain private activity obligations and
certain industrial development bonds will not be tax-exempt to
any shareholders who are "substantial users" of the facilities
financed by such obligations or bonds or who are "related
persons" of such substantial users.

A Fund which is qualified to pay exempt-interest dividends will
inform investors within 60 days of the Fund's fiscal year-end of
the percentage of its income distributions designated as
tax-exempt. The percentage is applied uniformly to all
distributions made during the year. The percentage of income
designated as tax-exempt for any particular distribution may be
substantially different from the percentage of the Fund's income
that was tax-exempt during the period covered by the
distribution.

HEDGING TRANSACTIONS. If the Fund engages in transactions,
including hedging transactions in options, futures contracts, and
straddles, or other similar transactions, it will be subject to
special tax rules (including mark-to-market, straddle, wash sale,
and short sale rules), the effect of which may be to accelerate
income to the Fund, defer losses to the Fund, cause adjustments
in the holding periods of the Fund's securities, or convert
short-term capital losses into long-term capital losses. These
rules could therefore affect the amount, timing and character of
distributions to shareholders. The Fund will endeavor to make
any available elections pertaining to such transactions in a
manner believed to be in the best interests of the Fund.

Under the 30% of gross income test described above (see "Taxation
of the Fund"), the Fund will be restricted in selling assets held
or considered under Code rules to have been held for less than
three months, and in engaging in certain hedging transactions
(including hedging transactions in options and futures) that in
some circumstances could cause certain Fund assets to be treated
as held for less than three months.

Certain of the Fund's hedging activities (including its
transactions, if any, in foreign currencies or foreign
currency-denominated instruments) are likely to produce a
difference between its book income and its taxable income. If
the Fund's book income exceeds its taxable income, the
distribution (if any) of such excess will be treated as a
dividend to the extent of the Fund's remaining earnings and
profits (including earnings and profits arising from tax-exempt
income), and thereafter as a return of capital or as gain from
the sale or exchange of a capital asset, as the case may be. If
the Fund's book income is less than its taxable income, the Fund
could be required to make distributions exceeding book income to
qualify as a regulated investment company that is accorded
special tax treatment.

RETURN OF CAPITAL DISTRIBUTIONS. If the Fund makes a
distribution to you in excess of its current and accumulated
"earnings and profits" in any taxable year, the excess
distribution will be treated as a return of capital to the extent
of your tax basis in your shares, and thereafter as capital gain.
A return of capital is not taxable, but it reduces your tax basis
in your shares, thus reducing any loss or increasing any gain on
a subsequent taxable disposition by you of your shares.

SECURITIES ISSUED OR PURCHASED AT A DISCOUNT. The Fund's
investment in securities issued at a discount and certain other
obligations will (and investments in securities purchased at a
discount may) require the Fund to accrue and distribute income
not yet received. In order to generate sufficient cash to make
the requisite distributions, the Fund may be required to sell
securities in its portfolio that it otherwise would have
continued to hold.

CAPITAL LOSS CARRYOVER. The amounts and expiration dates of any
capital loss carryovers available to the Fund are shown in Note 1
(Federal income taxes) to the financial statements included in
Part I of this Statement or incorporated by reference into this
Statement.

FOREIGN CURRENCY-DENOMINATED SECURITIES AND RELATED HEDGING
TRANSACTIONS. The Fund's transactions in foreign currencies,
foreign currency-denominated debt securities and certain foreign
currency options, futures contracts, and forward contracts (and
similar instruments) may give rise to ordinary income or loss to
the extent such income or loss results from fluctuations in the
value of the foreign currency concerned.

If more than 50% of the Fund's assets at year end consists of the
debt and equity securities of foreign corporations, the Fund may
elect to permit shareholders to claim a credit or deduction on
their income tax returns for their pro rata portion of qualified
taxes paid by the Fund to foreign countries. In such a case,
shareholders will include in gross income from foreign sources
their pro rata shares of such taxes. A shareholder's ability to
claim a foreign tax credit or deduction in respect of foreign
taxes paid by the Fund may be subject to certain limitations
imposed by the Code, as a result of which a shareholder may not
get a full credit or deduction for the amount of such taxes.
Shareholders who do not itemize on their federal income tax
returns may claim a credit (but no deduction) for such foreign
taxes.

Investment by the Fund in certain "passive foreign investment
companies" could subject the Fund to a U.S. federal income tax or
other charge on the proceeds from the sale of its investment in
such a company; however, this tax can be avoided by making an
election to mark such investments to market annually or to treat
the passive foreign investment company as a "qualified electing
fund."

SALE OR REDEMPTION OF SHARES. The sale, exchange or redemption
of Fund shares may give rise to a gain or loss. In general, any
gain or loss realized upon a taxable disposition of shares will
be treated as long-term capital gain or loss if the shares have
been held for more than 12 months, and otherwise as short-term
capital gain or loss. However, if a shareholder sells shares at
a loss within six months of purchase, any loss will be disallowed
for Federal income tax purposes to the extent of any exempt-
interest dividends received on such shares. In addition, any
loss (not already disallowed as provided in the preceding
sentence) realized upon a taxable disposition of shares held for
six months or less will be treated as long-term, rather than
short-term, to the extent of any long-term capital gain
distributions received by the shareholder with respect to the
shares. All or a portion of any loss realized upon a taxable
disposition of Fund shares will be disallowed if other Fund
shares are purchased within 30 days before or after the
disposition. In such a case, the basis of the newly purchased
shares will be adjusted to reflect the disallowed loss.

SHARES PURCHASED THROUGH TAX-QUALIFIED PLANS. Special tax rules
apply to investments though defined contribution plans and other
tax-qualified plans. Shareholders should consult their tax
adviser to determine the suitability of shares of a fund as an
investment through such plans and the precise effect of an
investment on their particular tax situation.

BACKUP WITHHOLDING. The Fund generally is required to withhold
and remit to the U.S. Treasury 31% of the taxable dividends and
other distributions paid to any individual shareholder who fails
to furnish the Fund with a correct taxpayer identification number
(TIN), who has underreported dividends or interest income, or who
fails to certify to the Fund that he or she is not subject to
such withholding. Shareholders who fail to furnish their currect
TIN are subject to a penalty of $50 for each such failure unless
the failure is due to reasonable cause and not wilful neglect.
An individual's taxpayer identification number is his or her
social security number.

MANAGEMENT OF THE FUND

TRUSTEES

*+GEORGE PUTNAM, Chairman and President. Chairman and Director
of Putnam Management and Putnam Mutual Funds. Director, The
Boston Company, Inc., Boston Safe Deposit and Trust Company,
Freeport-McMoRan, Inc., General Mills, Inc., Houghton Mifflin
Company, Marsh & McLennan Companies, Inc. and Rockefeller Group,
Inc.

+WILLIAM F. POUNDS, Vice Chairman. Professor of Management,
Alfred P. Sloan School of Management, Massachusetts Institute of
Technology. Director of EG&G, Inc., Fisher Price, Inc., IDEXX,
M/A-COM, Inc., and Sun Company, Inc.

JAMESON A. BAXTER, Trustee. President, Baxter Associates, Inc.
(consultants to management). Director of Avondale Federal Savings
Bank, ASHTA Chemicals, Inc. and Banta Corporation. Chairman of
the Board of Trustees, Mount Holyoke College.

+HANS H. ESTIN, Trustee. Vice Chairman, North American
Management Corp. (a registered investment adviser). Director of
The Boston Company, Inc. and Boston Safe Deposit and Trust
Company.

ELIZABETH T. KENNAN, Trustee. President of Mount Holyoke
College. Director, the Kentucky Home Life Insurance Companies,
NYNEX Corporation, Northeast Utilities and Talbots and Trustee of
the University of Notre Dame.

*LAWRENCE J. LASSER, Trustee and Vice President. President,
Chief Executive Officer and Director of Putnam Investments, Inc.
and Putnam Investment Management, Inc. Director of Marsh &
McLennan Companies, Inc. Vice President of the Putnam funds.

JOHN A. HILL, Trustee. Chairman and Managing Director, First
Reserve Corporation (a registered investment adviser). Director,
Lantana Corporation, Maverick Tube Corporation, Snyder Oil
Corporation and various First Reserve Funds.

+ROBERT E. PATTERSON, Trustee. Executive Vice President, Cabot
Partners Limited Partnership (a registered investment adviser).

DONALD S. PERKINS, Trustee. Director of various corporations,
including American Telephone & Telegraph Company, AON Corp.,
Cummins Engine Company, Inc., Illinois Power Company, Inland
Steel Industries, Inc., K mart Corporation, LaSalle Street Fund,
Inc., Springs Industries, Inc., TBG, Inc. and Time Warner Inc.

*#GEORGE PUTNAM, III, Trustee. President, New Generation
Research, Inc. (publisher of bankruptcy information). Director,
World Environment Center.

*A.J.C. SMITH, Trustee. Chairman, Chief Executive Officer and
Director, Marsh & McLennan Companies, Inc.

W. NICHOLAS THORNDIKE, Trustee. Director of various corporations
and charitable organizations, including Courier Corporation and
Providence Journal Co. Also, Trustee and President of
Massachusetts General Hospital and Trustee of Bradley Real Estate
Trust and Eastern Utilities Associates.

OFFICERS

CHARLES E. PORTER, Executive Vice President. Managing Director
of Putnam Investments, Inc. and Putnam Investment Management,
Inc. Executive Vice President of the Putnam funds.

PATRICIA C. FLAHERTY, Senior Vice President. Senior Vice
President of Putnam Investments, Inc. and Putnam Investment
Management, Inc.

WILLIAM N. SHIEBLER, Vice President. Director and Senior
Managing Director of Putnam Investments, Inc. President, Chief
Operating Officer and Director of Putnam Mutual Funds. Vice
President of the Putnam funds.

GORDON H. SILVER, Vice President. Senior Managing Director of
Putnam Investments, Inc. and Putnam Investment Management, Inc.
Director, Putnam Investments, Inc. and Putnam Investment
Management, Inc. Vice President of the Putnam funds.

JOHN R. VERANI, Vice President. Senior Vice President of Putnam
Investments, Inc. and Putnam Investment Management, Inc. Vice
President of the Putnam funds.

PAUL M. O'NEIL, Vice President. Vice President of Putnam
Investments, Inc. and Putnam Investment Management, Inc. Vice
President of the Putnam funds.

JOHN D. HUGHES, Vice President and Treasurer. Vice President and
Treasurer of the Putnam funds.

KATHERINE HOWARD, Assistant Vice President. Assistant Vice
President of the Putnam funds.

BEVERLY MARCUS, Clerk and Assistant Treasurer. Clerk and
Assistant Treasurer of the Putnam funds.

*Trustees who are "interested persons" (as defined in the
Investment Company Act of 1940) of the Fund, Putnam Management or
Putnam Mutual Funds.

+Members of the Executive Committee of the Trustees. The
Executive Committee meets between regular meetings of the
Trustees as may be required to review investment matters and
other affairs of the Fund and may exercise all of the powers of
the Trustees.

#George Putnam, III is the son of George Putnam.

-----------------

Certain other officers of Putnam Management are officers of your
Fund. SEE "ADDITIONAL OFFICERS OF THE FUND" IN PART I OF THIS
STATEMENT. The mailing address of each of the officers and
Trustees is One Post Office Square, Boston, Massachusetts 02109.

Except as stated below, the principal occupations of the officers
and Trustees for the last five years have been with the employers
as shown above, although in some cases they have held different
positions with such employers. Also, prior to January, 1992, Ms.
Baxter was Vice President and Principal, Regency Group, Inc. and
Consultant, The First Boston Corporation. Prior to May, 1991,
Mr. Pounds was Senior Advisor to the Rockefeller Family and
Associates, Chairman of Rockefeller Trust Company and Director of
Rockefeller Group, Inc. Prior to November, 1990, Mr. Shiebler
was President and Chief Operating Officer of the Intercapital
Division of Dean Witter Reynolds, Inc., Vice President of the
Dean Witter Funds and Director of Dean Witter Trust Company.

Each Trustee of the Fund receives an annual fee and an additional
fee for each Trustees' meeting attended. Trustees who are not
interested persons of Putnam Management and who serve on
committees of the Trustees receive additional fees for attendance
at certain committee meetings and for special services rendered
in that connection. All of the Trustees are Trustees of all the
Putnam funds and each receives fees for his or her services. FOR
DETAILS OF TRUSTEES' FEES PAID BY THE FUND, SEE "FUND CHARGES AND
EXPENSES" IN PART I OF THIS STATEMENT.

The Agreement and Declaration of Trust of the Fund provides that
the Fund will indemnify its Trustees and officers against
liabilities and expenses incurred in connection with litigation
in which they may be involved because of their offices with the
Fund, except if it is determined in the manner specified in the
Agreement and Declaration of Trust that they have not acted in
good faith in the reasonable belief that their actions were in
the best interests of the Fund or that such indemnification would
relieve any officer or Trustee of any liability to the Fund or
its shareholders by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of his or her duties. The
Fund, at its expense, provides liability insurance for the
benefit of its Trustees and officers.

Putnam Management, Putnam Mutual Funds and Putnam Fiduciary Trust
Company are subsidiaries of Putnam Investments, Inc., a holding
company which is in turn wholly owned by Marsh & McLennan
Companies, Inc., a publicly owned holding company whose principal
operating subsidiaries are international insurance and
reinsurance brokers, investment managers and management
consultants.

Trustees and officers of the Fund who are also officers of Putnam
Management or its affiliates or who are stockholders of Marsh &
McLennan Companies, Inc. will benefit from the advisory fees,
sales commissions, distribution fees (if any), custodian fees and
transfer agency fees paid or allowed by the Fund.

PUTNAM MANAGEMENT

Putnam Management is one of America's oldest and largest money
management firms. Putnam Management's staff of experienced
portfolio managers and research analysts selects securities and
constantly supervises the Fund's portfolio. By pooling an
investor's money with that of other investors, a greater variety
of securities can be purchased than would be the case
individually; the resulting diversification helps reduce
investment risk. Putnam Management has been managing mutual funds
since 1937. Today, the firm serves as the investment manager for
the funds in the Putnam Family, with over $67 billion in assets
in over 4.1 million shareholder accounts at December 31, 1994.
An affiliate, The Putnam Advisory Company, Inc., manages domestic
and foreign institutional accounts and mutual funds, including
the accounts of many Fortune 500 companies. Another affiliate,
Putnam Fiduciary Trust Company, provides investment advice to
institutional clients under its banking and fiduciary powers. At
December 31, 1994, Putnam Management and its affiliates managed
over $95 billion in assets, including over $15 billion in tax
exempt securities and over $36 billion in retirement plan assets.

THE MANAGEMENT CONTRACT

Under a Management Contract between the Fund and Putnam
Management, subject to such policies as the Trustees may
determine, Putnam Management, at its expense, furnishes
continuously an investment program for the Fund and makes
investment decisions on behalf of the Fund. Subject to the
control of the Trustees, Putnam Management also manages,
supervises and conducts the other affairs and business of the
Fund, furnishes office space and equipment, provides bookkeeping
and clerical services (including determination of the Fund's net
asset value, but excluding shareholder accounting services) and
places all orders for the purchase and sale of the Fund's
portfolio securities. Putnam Management may place Fund portfolio
transactions with broker-dealers which furnish Putnam Management,
without cost to it, certain research, statistical and quotation
services of value to Putnam Management and its affiliates in
advising the Fund and other clients. In so doing, Putnam
Management may cause the Fund to pay greater brokerage
commissions than it might otherwise pay.

FOR DETAILS OF PUTNAM MANAGEMENT'S COMPENSATION UNDER THE
MANAGEMENT CONTRACT, SEE "FUND CHARGES AND EXPENSES" IN PART I OF
THIS STATEMENT. Putnam Management's compensation under the
Management Contract may be reduced in any year if the Fund's
expenses exceed the limits on investment company expenses imposed
by any statute or regulatory authority of any jurisdiction in
which shares of the Fund are qualified for offer or sale. The
term "expenses" is defined in the statutes or regulations of such
jurisdictions, and generally, excludes brokerage commissions,
taxes, interest, extraordinary expenses and, if the Fund has a
Distribution Plan, payments made under such Plan. The only such
limitation as of the date of this Statement (applicable to any
Fund registered for sale in California) was 2.5% of the first $30
million of average net assets, 2% of the next $70 million and
1.5% of any excess over $100 million.

Under the Management Contract, Putnam Management may reduce its
compensation to the extent that the Fund's expenses exceed such
lower expense limitation as Putnam Management may, by notice to
the Fund, declare to be effective. The expenses subject to this
limitation are exclusive of brokerage commissions, interest,
taxes, deferred organizational and extraordinary expenses and,
if the Fund has a Distribution Plan, payments required under such
Plan. THE TERMS OF ANY EXPENSE LIMITATION FROM TIME TO TIME IN
EFFECT ARE DESCRIBED IN EITHER THE PROSPECTUS OR PART I OF THIS
STATEMENT.

In addition to the fee paid to Putnam Management, the Fund
reimburses Putnam Management for the compensation and related
expenses of certain officers of the Fund and their assistants who
provide certain administrative services for the Fund and the
other funds in the Putnam Family, each of which bears an
allocated share of the foregoing costs. The aggregate amount of
all such payments and reimbursements is determined annually by
the Trustees. THE AMOUNT OF THIS REIMBURSEMENT FOR THE FUND'S
MOST RECENT FISCAL YEAR IS INCLUDED IN "FUND CHARGES AND
EXPENSES" IN PART I OF THIS STATEMENT. Putnam Management pays
all other salaries of officers of the Fund. The Fund pays all
expenses not assumed by Putnam Management including, without
limitation, auditing, legal, custodial, investor servicing and
shareholder reporting expenses. The Fund pays the cost of
typesetting for its Prospectuses and the cost of printing and
mailing any Prospectuses sent to its shareholders. Putnam Mutual
Funds pays the cost of printing and distributing all other
Prospectuses.

The Management Contract provides that Putnam Management shall not
be subject to any liability to the Fund or to any shareholder of
the Fund for any act or omission in the course of or connected
with rendering services to the Fund in the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard of
its duties on the part of Putnam Management.

The Management Contract may be terminated without penalty by vote
of the Trustees or the shareholders of the Fund, or by Putnam
Management, on 30 days' written notice. It may be amended only
by a vote of the shareholders of the Fund. The Management
Contract also terminates without payment of any penalty in the
event of its assignment. The Management Contract provides that
it will continue in effect only so long as such continuance is
approved at least annually by vote of either the Trustees or the
shareholders, and, in either case, by a majority of the Trustees
who are not "interested persons" of Putnam Management or the
Fund. In each of the foregoing cases, the vote of the
shareholders is the affirmative vote of a "majority of the
outstanding voting securities" as defined in the Investment
Company Act of 1940.

PORTFOLIO TRANSACTIONS

INVESTMENT DECISIONS. Investment decisions for the Fund and for
the other investment advisory clients of Putnam Management and
its affiliates are made with a view to achieving their respective
investment objectives. Investment decisions are the product of
many factors in addition to basic suitability for the particular
client involved. Thus, a particular security may be bought or
sold for certain clients even though it could have been bought or
sold for other clients at the same time. Likewise, a particular
security may be bought for one or more clients when one or more
other clients are selling the security. In some instances, one
client may sell a particular security to another client. It also
sometimes happens that two or more clients simultaneously
purchase or sell the same security, in which event each day's
transactions in such security are, insofar as possible, averaged
as to price and allocated between such clients in a manner which
in Putnam Management's opinion is equitable to each and in
accordance with the amount being purchased or sold by each.
There may be circumstances when purchases or sales of portfolio
securities for one or more clients will have an adverse effect on
other clients.

BROKERAGE AND RESEARCH SERVICES. Transactions on U.S. stock
exchanges, commodities markets and futures markets and other
agency transactions involve the payment by the Fund of negotiated
brokerage commissions. Such commissions vary among different
brokers. A particular broker may charge different commissions
according to such factors as the difficulty and size of the
transaction. Transactions in foreign investments often involve
the payment of fixed brokerage commissions, which may be higher
than those in the United States. There is generally no stated
commission in the case of securities traded in the
over-the-counter markets, but the price paid by the Fund usually
includes an undisclosed dealer commission or mark-up. In
underwritten offerings, the price paid by the Fund includes a
disclosed, fixed commission or discount retained by the
underwriter or dealer. It is anticipated that most purchases and
sales of securities by funds investing primarily in tax-exempt
securities and certain other fixed-income securities will be with
the issuer or with underwriters of or dealers in those
securities, acting as principal. Accordingly, those funds would
not ordinarily pay significant brokerage commissions with respect
to securities transactions. SEE "FUND CHARGES AND EXPENSES" IN
PART I OF THIS STATEMENT FOR INFORMATION CONCERNING COMMISSIONS
PAID BY THE FUND.

It has for many years been a common practice in the investment
advisory business for advisers of investment companies and other
institutional investors to receive brokerage and research
services (as defined in the Securities Exchange Act of 1934, as
amended (the "1934 Act")) from broker-dealers that execute
portfolio transactions for the clients of such advisers and from
third parties with which such broker-dealers have arrangements.
Consistent with this practice, Putnam Management receives
brokerage and research services and other similar services from
many broker-dealers with which Putnam Management places the
Fund's portfolio transactions and from third parties with which
these broker-dealers have arrangements. These services include
such matters as general economic and market reviews, industry and
company reviews, evaluations of investments, recommendations as
to the purchase and sale of investments, newspapers, magazines,
pricing services, quotation services, news services and personal
computers utilized by Putnam Management's managers and analysts.
Where the services referred to above are not used exclusively by
Putnam Management for research purposes, Putnam Management, based
upon its own allocations of expected use, bears that portion of
the cost of these services which directly relates to their
non-research use. Some of these services are of value to Putnam
Management and its affiliates in advising various of their
clients (including the Fund), although not all of these services
are necessarily useful and of value in managing the Fund. The
management fee paid by the Fund is not reduced because Putnam
Management and its affiliates receive these services even though
Putnam Management might otherwise be required to purchase some of
these services for cash.

Putnam Management places all orders for the purchase and sale of
portfolio investments for the Fund and buys and sells investments
for the Fund through a substantial number of brokers and dealers.
In so doing, Putnam Management uses its best efforts to obtain
for the Fund the most favorable price and execution available,
except to the extent it may be permitted to pay higher brokerage
commissions as described below. In seeking the most favorable
price and execution, Putnam Management, having in mind the Fund's
best interests, considers all factors it deems relevant,
including, by way of illustration, price, the size of the
transaction, the nature of the market for the security or other
investment, the amount of the commission, the timing of the
transaction taking into account market prices and trends, the
reputation, experience and financial stability of the
broker-dealer involved and the quality of service rendered by the
broker-dealer in other transactions.

As permitted by Section 28(e) of the 1934 Act, and by the
Management Contract, Putnam Management may cause the Fund to pay
a broker-dealer which provides "brokerage and research services"
(as defined in the 1934 Act) to Putnam Management an amount of
disclosed commission for effecting securities transactions on
stock exchanges and other transactions for the Fund on an agency
basis in excess of the commission which another broker-dealer
would have charged for effecting that transaction. Putnam
Management's authority to cause the Fund to pay any such greater
commissions is also subject to such policies as the Trustees may
adopt from time to time. Putnam Management does not currently
intend to cause the Fund to make such payments. It is the
position of the staff of the Securities and Exchange Commission
that Section 28(e) does not apply to the payment of such greater
commissions in "principal" transactions. Accordingly Putnam
Management will use its best effort to obtain the most favorable
price and execution available with respect to such transactions,
as described above.

The Management Contract provides that commissions, fees,
brokerage or similar payments received by Putnam Management or an
affiliate in connection with the purchase and sale of portfolio
investments of the Fund, less any direct expenses approved by the
Trustees, shall be recaptured by the Fund through a reduction of
the fee payable by the Fund under the Management Contract.
Putnam Management seeks to recapture for the Fund soliciting
dealer fees on the tender of the Fund's portfolio securities in
tender or exchange offers. Any such fees which may be recaptured
are likely to be minor in amount.

Consistent with the Rules of Fair Practice of the National
Association of Securities Dealers, Inc. and subject to seeking
the most favorable price and execution available and such other
policies as the Trustees may determine, Putnam Management may
consider sales of shares of the Fund (and, if permitted by law,
of the other Putnam funds) as a factor in the selection of
broker-dealers to execute portfolio transactions for the Fund.

PRINCIPAL UNDERWRITER

Putnam Mutual Funds is the principal underwriter of shares of the
Fund and the other continuously offered Putnam funds. Putnam
Mutual Funds is not obligated to sell any specific amount of
shares of the Fund and will purchase shares for resale only
against orders for shares. SEE "FUND CHARGES AND EXPENSES" IN
PART I OF THIS STATEMENT FOR INFORMATION ON SALES CHARGES AND
OTHER PAYMENTS RECEIVED BY PUTNAM MUTUAL FUNDS.

INVESTOR SERVICING AGENT AND CUSTODIAN

Putnam Investor Services, a division of Putnam Fiduciary Trust
Company ("PFTC"), is the Fund's investor servicing agent
(transfer, plan and dividend disbursing agent), for which it
receives fees which are paid monthly by the Fund as an expense of
all its shareholders. The fee paid to Putnam Investor Services
is determined by the Trustees taking into account the number of
shareholder accounts and transactions. Putnam Investor Services
has won the DALBAR Quality Tested Service Seal every year since
the award's 1990 inception. Over 10,000 tests of 38 separate
shareholders service components demonstrated that Putnam Investor
Services exceeded the industry standard in all categories.

PFTC is the custodian of the Fund's assets. In carrying out its
duties under its custodian contract, PFTC may employ one or more
subcustodians whose responsibilities will include safeguarding
and controlling the Fund's cash and securities, handling the
receipt and delivery of securities and collecting interest and
dividends on the Fund's investments. PFTC and any subcustodians
employed by it have a lien on the securities of the Fund (to the
extent permitted by the Fund's investment restrictions) to secure
charges and any advances made by such subcustodians at the end of
any day for the purpose of paying for securities purchased by the
Fund. The Fund expects that such advances will exist only in
unusual circumstances. Neither PFTC nor any subcustodian
determines the investment policies of the Fund or decides which
securities the Fund will buy or sell. PFTC pays the fees and
other charges of any subcustodians employed by it. The Fund may
from time to time pay custodial expenses in full or in part
through the placement by Putnam Management of the Fund's
portfolio transactions with the subcustodians or with a third-
party broker having an agreement with the subcustodians. The
Fund pays PFTC an annual fee based on the Fund's assets,
securities transactions and securities holdings and reimburses
PFTC for certain out-of-pocket expenses incurred by it or any
subcustodian employed by it in performing custodial services.

SEE "FUND CHARGES AND EXPENSES" IN PART I OF THIS STATEMENT FOR
INFORMATION ON FEES AND REIMBURSEMENTS FOR INVESTOR SERVICING AND
CUSTODY RECEIVED BY PFTC. THE FEES MAY BE REDUCED BY CREDITS
ALLOWED BY PFTC.

DETERMINATION OF NET ASSET VALUE

The Fund determines the net asset value per share of each class
of shares once each day the New York Stock Exchange (the
"Exchange") is open. Currently, the Exchange is closed
Saturdays, Sundays and the following holidays: New Year's Day,
Presidents' Day, Good Friday, Memorial Day, the Fourth of July,
Labor Day, Thanksgiving and Christmas. The Fund determines net
asset value as of the close of regular trading on the Exchange,
currently 4:00 p.m. However, equity options held by the Fund are
priced as of the close of trading at 4:10 p.m., and futures
contracts on U.S. Government securities and index options held by
the Fund are priced as of their close of trading at 4:15 p.m.

Securities for which market quotations are readily available are
valued at prices which, in the opinion of the Trustees or Putnam
Management, most nearly represent the market values of such
securities. Currently, such prices are determined using the last
reported sale price or, if no sales are reported (as in the case
of some securities traded over-the-counter), the last reported
bid price, except that certain U.S. Government securities are
stated at the mean between the last reported bid and asked
prices. Short-term investments having remaining maturities of 60
days or less are stated at amortized cost, which approximates
market value. All other securities and assets are valued at
their fair value following procedures approved by the Trustees.
Liabilities are deducted from the total, and the resulting amount
is divided by the number of shares of the class outstanding.

Reliable market quotations are not considered to be readily
available for long-term corporate bonds and notes, certain
preferred stocks, tax-exempt securities, and certain foreign
securities. These investments are stated at fair value on the
basis of valuations furnished by pricing services approved by the
Trustees, which determine valuations for normal,
institutional-size trading units of such securities using methods
based on market transactions for comparable securities and
various relationships between securities which are generally
recognized by institutional traders.

If any securities held by the Fund are restricted as to resale,
Putnam Management determines their fair value following
procedures approved by the Trustees. The fair value of such
securities is generally determined as the amount which the Fund
could reasonably expect to realize from an orderly disposition of
such securities over a reasonable period of time. The valuation
procedures applied in any specific instance are likely to vary
from case to case. However, consideration is generally given to
the financial position of the issuer and other fundamental
analytical data relating to the investment and to the nature of
the restrictions on disposition of the securities (including any
registration expenses that might be borne by the Fund in
connection with such disposition). In addition, specific factors
are also generally considered, such as the cost of the
investment, the market value of any unrestricted securities of
the same class, the size of the holding, the prices
of any recent transactions or offers with respect to such
securities and any available analysts' reports regarding the
issuer.

Generally, trading in certain securities (such as foreign
securities) is substantially completed each day at various times
prior to the close of the Exchange. The values of these
securities used in determining the net asset value of the Fund's
shares are computed as of such times. Also, because of the
amount of time required to collect and process trading
information as to large numbers of securities issues, the values
of certain securities (such as convertible bonds, U.S. Government
securities, and tax-exempt securities) are determined based on
market quotations collected earlier in the day at the latest
practicable time prior to the close of the Exchange.
Occasionally, events affecting the value of such securities may
occur between such times and the close of the Exchange which will
not be reflected in the computation of the Fund's net asset
value. If events materially affecting the value of such
securities occur during such period, then these securities will
be valued at their fair value following procedures approved by
the Trustees.

Money market funds generally value their portfolio securities at
amortized cost according to Rule 2a-7 under the Investment
Company Act of 1940.

HOW TO BUY SHARES

General

The Prospectus contains a general description of how investors
may buy shares of the Fund and states whether the Fund offers
more than one class of shares. This Statement contains
additional information which may be of interest to investors.

Class A shares and Class M shares are sold with a sales charge
payable at the time of purchase (except for Class A shares and
Class M shares of money market funds). As used in this Statement
and unless the context requires otherwise, the term "Class A
shares" includes shares of Funds that offer only one class of
shares. The Prospectus contains a table of applicable sales
charges. For information about how to purchase Class A shares of
a Putnam fund at net asset value through an employer's defined
contribution plan, please consult your employer. Certain
purchases of Class A shares and Class M shares may be exempt from
a sales charge or, in the case of Class A shares, may be subject
to a contingent deferred sales charge ("CDSC"). See "General--
Sales without sales charges or contingent deferred sales
charges", "Additional Information About Class A and Class M
Shares", and "Contingent Deferred Sales Charges--Class A shares".

Class B shares and Class C shares are sold subject to a CDSC
payable upon redemption within a specified period after purchase.
The Prospectus contains a table of applicable CDSCs.

Class Y shares, which are available only to employer-sponsored
defined contribution plans initially investing at least $250
million in a combination of Putnam funds and other investments
managed by Putnam Management or its affiliates, are not subject
to sales charges or a CDSC.

Certain purchase programs described below are not available to
defined contribution plans. Consult your employer for
information on how to purchase shares through your plan.

The Fund is currently making a continuous offering of its shares.
The Fund receives the entire net asset value of shares sold. The
Fund will accept unconditional orders for shares to be executed
at the public offering price based on the net asset value per
share next determined after the order is placed. In the case of
Class A shares and Class M shares, the public offering price is
the net asset value plus the applicable sales charge, if any. No
sales charge is included in the public offering price of other
classes of shares. In the case of orders for purchase of shares
placed through dealers, the public offering price will be based
on the net asset value determined on the day the order is placed,
but only if the dealer receives the order before the close of
regular trading on the Exchange. If the dealer receives the
order after the close of the Exchange, the price will be based on
the net asset value next determined. If funds for the purchase
of shares are sent directly to Putnam Investor Services, they
will be invested at the public offering price based on the net
asset value next determined after receipt. Payment for shares of
the Fund must be in U.S. dollars; if made by check, the check
must be drawn on a U.S. bank.

Initial and subsequent purchases must satisfy the minimums stated
in the Prospectus, except that (i) individual investments under
certain employee benefit plans or Tax Qualified Retirement Plans
may be lower, (ii) persons who are already shareholders may make
additional purchases of $50 or more by sending funds directly to
Putnam Investor Services (see "Your Investing Account" below),
and (iii) for investors participating in systematic investment
plans and military allotment plans, the initial and subsequent
purchases must be $25 or more. Information about these plans is
available from investment dealers or from Putnam Mutual Funds.

As a convenience to investors, shares may be purchased through a
systematic investment plan. Preauthorized monthly bank drafts
for a fixed amount (at least $25) are used to purchase Fund
shares at the applicable public offering price next determined
after Putnam Mutual Funds receives the proceeds from the draft
(normally the 20th of each month, or the next business day
thereafter). Further information and application forms are
available from investment dealers or from Putnam Mutual Funds.

Except for Putnam funds that declare a distribution daily,
distributions to be reinvested are reinvested without a sales
charge in shares of the same class as of the ex-dividend date
using the net asset value determined on that date, and are
credited to a shareholder's account on the payment date.
Dividends for Putnam money market funds are credited to a
shareholder's account on the payment date. Distributions for
Putnam Tax-Free Income Trust and Putnam Corporate Asset Trust are
reinvested without a sales charge as of the last day of the
period for which distributions are paid using the net asset value
determined on that date, and are credited to a shareholder's
account on the payment date. Distributions for all other Putnam
funds that declare a distribution daily are reinvested without a
sales charge as of the next day following the period for which
distributions are paid using the net asset value determined on
that date, and are credited to a shareholder's account on the
payment date.

PAYMENT IN SECURITIES. In addition to cash, the Fund may accept
securities as payment for Fund shares at the applicable net asset
value. Generally, the Fund will only consider accepting
securities to increase its holdings in a portfolio security, or
if Putnam Management determines that the offered securities are a
suitable investment for the Fund and in a sufficient amount for
efficient management.

While no minimum has been established, it is expected that the
Fund would not accept securities with a value of less than
$100,000 per issue as payment for shares. The Fund may reject in
whole or in part any or all offers to pay for purchases of Fund
shares with securities, may require partial payment in cash for
such purchases to provide funds for applicable sales charges, and
may discontinue accepting securities as payment for Fund shares
at any time without notice. The Fund will value accepted
securities in the manner described in the section "Determination
of Net Asset Value" for valuing shares of the Fund. The Fund
will only accept securities which are delivered in proper form.
The Fund will not accept options or restricted securities as
payment for shares. The acceptance of securities by certain
Funds in exchange for Fund shares are subject to additional
requirements. In the case of Putnam American Government Income
Fund, Putnam Asia Pacific Growth Fund, Putnam Asset Allocation
Funds: Balanced Portfolio, Putnam Asset Allocation Funds:
Conservative Portfolio, Putnam Asset Allocation Funds: Growth
Portfolio, Putnam Capital Appreciation Fund, Putnam Corporate
Asset Trust, Putnam Diversified Equity Trust, Putnam Equity
Income Fund, Putnam Europe Growth Fund, The Putnam Fund for
Growth & Income, Putnam Growth and Income Fund II, Putnam High
Yield Advantage Fund, Putnam Intermediate Tax Exempt Fund, Putnam
Municipal Income Fund, Putnam OTC Emerging Growth Fund, Putnam
Overseas Growth Fund, Putnam Tax Exempt Income Fund and Putnam
Total Return Bond Funds, transactions involving the issuance of
Fund shares for securities or assets other than cash will be
limited to a bona-fide re-organization or statutory merger and to
other acquisitions of portfolio securities that meet all the
following conditions: (a) such securities meet the investment
objectives and policies of the Fund; (b) such securities are
acquired for investment and not for resale; (c) such securities
are liquid securities which are not restricted as to transfer
either by law or liquidity of market; and (d) such securities
have a value which is readily ascertainable, as evidenced by a
listing on the American Stock Exchange, the New York Stock
Exchange or NASDAQ. In addition, Putnam Global Governmental
Income Trust may accept only investment grade bonds with prices
regularly stated in publications generally accepted by investors,
such as the London Financial Times and the Association of
International Bond Dealers manual, or securities listed on the
New York or American Stock Exchanges or with NASDAQ, and Putnam
Diversified Income Trust may accept only bonds with prices
regularly stated in publications generally accepted by investors.
For federal income tax purposes, a purchase of Fund shares with
securities will be treated as a sale or exchange of such
securities on which the investor will realize a taxable gain or
loss. The processing of a purchase of Fund shares with
securities involves certain delays while the Fund considers the
suitability of such securities and while other requirements are
satisfied. For information regarding procedures for payment in
securities, contact Putnam Mutual Funds. Investors should not
send securities to the Fund except when authorized to do so and
in accordance with specific instructions received from Putnam
Mutual Funds.

SALES WITHOUT SALES CHARGES OR CONTINGENT DEFERRED SALES CHARGES.
The Fund may sell shares without a sales charge or CDSC to:

(i) current and retired Trustees of the Fund; officers of
the Fund; directors and current and retired U.S. full-time
employees of Putnam Management, Putnam Mutual Funds, their
parent corporations and certain corporate affiliates;
family members of and employee benefit plans for the
foregoing; and partnerships, trusts or other entities in
which any of the foregoing has a substantial interest;

(ii) employee benefit plans, for the repurchase of shares
in connection with repayment of plan loans made to plan
participants (if the sum loaned was obtained by redeeming
shares of a Putnam fund sold with a sales charge) (not
offered by tax-exempt funds);

(iii) clients of administrators of tax-qualified employee
benefit plans which have entered into agreements with
Putnam Mutual Funds (not offered by tax-exempt funds);

(iv) registered representatives and other employees of
broker-dealers having sales agreements with Putnam Mutual
Funds; employees of financial institutions having sales
agreements with Putnam Mutual Funds or otherwise having an
arrangement with any such broker-dealer or financial
institution with respect to sales of Fund shares; and
their spouses and children under age 21 (Putnam Mutual
Funds is regarded as the dealer of record for all such
accounts);

(v) investors meeting certain requirements who sold shares
of certain Putnam closed-end funds pursuant to a tender
offer by such closed-end fund;

(vi) a trust department of any financial institution
purchasing shares of the Fund in its capacity as trustee
of any trust, if the value of the shares of the Fund and
other Putnam funds purchased or held by all such trusts
exceeds $1 million in the aggregate; and

(vii) "wrap accounts" maintained for clients of broker-
dealers, financial institutions or financial planners who
have entered into agreements with Putnam Mutual Funds with
respect to such accounts.

In addition, the Fund may issue its shares at net asset value in
connection with the acquisition of substantially all of the
securities owned by other investment companies or personal
holding companies.

PAYMENTS TO DEALERS. Putnam Mutual Funds may, at its expense,
pay concessions in addition to the payments disclosed in the
Prospectus to dealers which satisfy certain criteria established
from time to time by Putnam Mutual Funds relating to increasing
net sales of shares of the Putnam funds over prior periods, and
certain other factors.

ADDITIONAL INFORMATION ABOUT CLASS A AND CLASS M SHARES

The underwriter's commission is the sales charge shown in the
Prospectus less any applicable dealer discount. Putnam Mutual
Funds will give dealers ten days' notice of any changes in the
dealer discount. Putnam Mutual Funds retains the entire sales
charge on any retail sales made by it.

Putnam Mutual Funds offers several plans by which an investor may
obtain reduced sales charges on purchases of Class A shares and
Class M shares. The variations in sales charges reflect the
varying efforts required to sell shares to separate categories of
purchasers. These plans may be altered or discontinued at any
time.

COMBINED PURCHASE PRIVILEGE. The following persons may qualify
for the sales charge reductions or eliminations shown in the
Prospectus by combining into a single transaction the purchase of
Class A shares or Class M shares with other purchases of any
class of shares:

(i) an individual, or a "company" as defined in Section
2(a)(8) of the Investment Company Act of 1940 (which
includes corporations which are corporate affiliates of
each other);

(ii) an individual, his or her spouse and their children
under twenty-one, purchasing for his, her or their own
account;

(iii) a trustee or other fiduciary purchasing for a single
trust estate or single fiduciary account (including a
pension, profit-sharing, or other employee benefit trust
created pursuant to a plan qualified under Section 401 of
the Internal Revenue Code);

(iv) tax-exempt organizations qualifying under Section
501(c)(3) of the Internal Revenue Code (not including
403(b) plans); and

(v) employee benefit plans of a single employer or of
affiliated employers, other than 403(b) plans.

A combined purchase currently may also include shares of any
class of other continuously offered Putnam funds (other than
money market funds) purchased at the same time through a single
investment dealer, if the dealer places the order for such shares
directly with Putnam Mutual Funds.

CUMULATIVE QUANTITY DISCOUNT (RIGHT OF ACCUMULATION). A
purchaser of Class A shares or Class M shares may qualify for a
cumulative quantity discount by combining a current purchase (or
combined purchases as described above) with certain other shares
of any class of Putnam funds already owned. The applicable sales
charge is based on the total of:

(i) the investor's current purchase; and

(ii) the maximum public offering price (at the close of
business on the previous day) of:

(a) all shares held by the investor in all of the
Putnam funds (except money market funds); and

(b) any shares of money market funds acquired by
exchange from other Putnam funds; and

(iii) the maximum public offering price of all shares
described in paragraph (ii) owned by another shareholder
eligible to participate with the investor in a "combined
purchase" (see above).

To qualify for the combined purchase privilege or to obtain the
cumulative quantity discount on a purchase through an investment
dealer, when each purchase is made the investor or dealer must
provide Putnam Mutual Funds with sufficient information to verify
that the purchase qualifies for the privilege or discount. The
shareholder must furnish this information to Putnam Investor
Services when making direct cash investments.

STATEMENT OF INTENTION. Investors may also obtain the reduced
sales charges for Class A shares or Class M shares shown in the
Prospectus for investments of a particular amount by means of a
written Statement of Intention, which expresses the investor's
intention to invest that amount (including certain "credits," as
described below) within a period of 13 months in shares of any
class of the Fund or any other continuously offered Putnam fund
(excluding money market funds). Each purchase of Class A shares
or Class M shares under a Statement of Intention will be made at
the public offering price applicable at the time of such purchase
to a single transaction of the total dollar amount indicated in
the Statement. A Statement of Intention may include purchases of
shares made not more than 90 days prior to the date that an
investor signs a Statement; however, the 13-month period during
which the Statement is in effect will begin on the date of the
earliest purchase to be included.

An investor may receive a credit toward the amount indicated in
the Statement equal to the maximum public offering price as of
the close of business on the previous day of all shares he or she
owns on the date of the Statement which are eligible for purchase
under a Statement (plus any shares of money market funds acquired
by exchange of such eligible shares). Investors do not receive
credit for shares purchased by the reinvestment of distributions.
Investors qualifying for the "combined purchase privilege" (see
above) may purchase shares under a single Statement of Intention.

The Statement of Intention is not a binding obligation upon the
investor to purchase the full amount indicated. The minimum
initial investment under a Statement of Intention is 5% of such
amount, and must be invested immediately. Class A shares or
Class M shares purchased with the first 5% of such amount will be
held in escrow to secure payment of the higher sales charge
applicable to the shares actually purchased if the full amount
indicated is not purchased. When the full amount indicated has
been purchased, the escrow will be released. If an investor
desires to redeem escrowed shares before the full amount has been
purchased, the shares will be released from escrow only if the
investor pays the sales charge that, without regard to the
Statement of Intention, would apply to the total investment made
to date.

To the extent that an investor purchases more than the dollar
amount indicated on the Statement of Intention and qualifies for
a further reduced sales charge, the sales charge will be adjusted
for the entire amount purchased at the end of the 13-month
period, upon recovery from the investor's dealer of its portion
of the sales charge adjustment. Once received from the dealer,
which may take a period of time or may never occur, the sales
charge adjustment will be used to purchase additional shares at
the then current offering price applicable to the actual amount
of the aggregate purchases. These additional shares will not be
considered as part of the total investment for the purpose of
determining the applicable sales charge pursuant to the Statement
of Intention. No sales charge adjustment will be made unless and
until the investor's dealer returns any excess commissions
previously received.

To the extent that an investor purchases less than the dollar
amount indicated on the Statement of Intention within the 13-
month period, the sales charge will be adjusted upward for the
entire amount purchased at the end of the 13-month period. This
adjustment will be made by redeeming shares from the account to
cover the additional sales charge, the proceeds of which will be
paid to the investor's dealer and Putnam Mutual Funds in
accordance with the Prospectus. If the account exceeds an amount
that would otherwise qualify for a reduced sales charge, that
reduced sales charge will be applied.

Statements of Intention are not available for certain employee
benefit plans.

Statement of Intention forms may be obtained from Putnam Mutual
Funds or from investment dealers. Interested investors should
read the Statement of Intention carefully.

REDUCED SALES CHARGE FOR GROUP PURCHASES OF CLASS A SHARES.
Members of qualified groups may purchase Class A shares of the
Fund at a group sales charge rate of 4.5% of the public offering
price (4.71% of the net amount invested). The dealer discount on
such sales is 3.75% of the offering price.

To receive the group rate, group members must purchase Class A
shares through a single investment dealer designated by the
group. The designated dealer must transmit each member's initial
purchase to Putnam Mutual Funds, together with payment and
completed application forms. After the initial purchase, a
member may send funds for the purchase of Class A shares directly
to Putnam Investor Services. Purchases of Class A shares are
made at the public offering price based on the net asset value
next determined after Putnam Mutual Funds or Putnam Investor
Services receives payment for the shares. The minimum investment
requirements described above apply to purchases by any group
member. Only Class A shares are included in calculating the
purchased amount.

Qualified groups include the employees of a corporation or a sole
proprietorship, members and employees of a partnership or
association, or other organized groups of persons (the members of
which may include other qualified groups) provided that: (i) the
group has at least 25 members of which at least 10 members
participate in the initial purchase; (ii) the group has been in
existence for at least six months; (iii) the group has some
purpose in addition to the purchase of investment company shares
at a reduced sales charge; (iv) the group's sole organizational
nexus or connection is not that the members are credit card
holders of a company, policy holders of an insurance company,
customers of a bank or broker-dealer, clients of an investment
adviser or security holders of a company; (v) the group agrees to
provide its designated investment dealer access to the group's
membership by means of written communication or direct
presentation to the membership at a meeting on not less
frequently than an annual basis; (vi) the group or its investment
dealer will provide annual certification in form satisfactory to
Putnam Investor Services that the group then has at least 25
members and that at least ten members participated in group
purchases during the immediately preceding 12 calendar months;
and (vii) the group or its investment dealer will provide
periodic certification in form satisfactory to Putnam Investor
Services as to the eligibility of the purchasing members of the
group.

Members of a qualified group include: (i) any group which meets
the requirements stated above and which is a constituent member
of a qualified group; (ii) any individual purchasing for his or
her own account who is carried on the records of the group or on
the records of any constituent member of the group as being a
good standing employee, partner, member or person of like status
of the group or constituent member; or (iii) any fiduciary
purchasing shares for the account of a member of a qualified
group or a member's beneficiary. For example, a qualified group
could consist of a trade association which would have as its
members individuals, sole proprietors, partnerships and
corporations. The members of the group would then consist of the
individuals, the sole proprietors and their employees, the
members of the partnerships and their employees, and the
corporations and their employees, as well as the trustees of
employee benefit trusts acquiring Class A shares for the benefit
of any of the foregoing.

A member of a qualified group may, depending upon the value of
Class A shares of the Fund owned or proposed to be purchased by
the member, be entitled to purchase Class A shares of the Fund at
non-group sales charge rates shown in the Prospectus which may be
lower than the group sales charge rate, if the member qualifies
as a person entitled to reduced non-group sales charges. Such a
group member will be entitled to purchase at the lower rate if,
at the time of purchase, the member or his or her investment
dealer furnishes sufficient information for Putnam Mutual Funds
or Putnam Investor Services to verify that the purchase qualifies
for the lower rate.

Interested groups should contact their investment dealer or
Putnam Mutual Funds. The Fund reserves the right to revise the
terms of or to suspend or discontinue group sales at any time.

EMPLOYEE BENEFIT PLANS; INDIVIDUAL ACCOUNT PLANS. The term
"employee benefit plan" means any plan or arrangement, whether or
not tax-qualified, which provides for the purchase of Class A
shares. The term "affiliated employer" means employers who are
affiliated with each other within the meaning of Section
2(a)(3)(C) of the Investment Company Act of 1940. The term
"individual account plan" means any employee benefit plan whereby
(i) Class A shares are purchased through payroll deductions or
otherwise by a fiduciary or other person for the account of
participants who are employees (or their spouses) of an employer,
or of affiliated employers, and (ii) a separate Investing Account
is maintained in the name of such fiduciary or other person for
the account of each participant in the plan.

The table of sales charges in the Prospectus applies to sales to
employee benefit plans, except that the Fund may sell Class A
shares at net asset value to employee benefit plans, including
individual account plans, of employers or of affiliated employers
which have at least 750 employees to whom such plan is made
available, in connection with a payroll deduction system of plan
funding (or other system acceptable to Putnam Investor Services)
by which contributions or account information for plan
participation are transmitted to Putnam Investor Services by
methods acceptable to Putnam Investor Services. The Fund may
also sell Class A shares at net asset value to employee benefit
plans of employers or of affiliated employers which have at least
750 employees, if such plans are qualified under Section 401 of
the Internal Revenue Code.

Additional information about employee benefit plans and
individual account plans is available from investment dealers or
from Putnam Mutual Funds.

CONTINGENT DEFERRED SALES CHARGES

CLASS A SHARES. Class A shares purchased at net asset value by
shareholders investing $1 million or more, including purchases
pursuant to any Combined Purchase Privilege, Right of
Accumulation or Statement of Intention, are subject to a CDSC of
1.00% or 0.50%, respectively, if redeemed within the first or
second year after purchase. The Class A CDSC is imposed on the
lower of the cost and the current net asset value of the shares
redeemed. The CDSC does not apply to shares sold without a sales
charge through participant-directed qualified retirement plans
and shares purchased by certain investors investing $1 million or
more that have made arrangements with Putnam Mutual Funds and
whose dealer of record waived the commission described in the
next paragraph.

Except as stated below, Putnam Mutual Funds pays investment
dealers of record commissions on sales of Class A shares of $1
million or more based on an investor's cumulative purchases of
such shares, including purchases pursuant to any Combined
Purchase Privilege, Right of Accumulation or Statement of
Intention, during the one-year period beginning with the date of
the initial purchase at net asset value and each subsequent one-
year period beginning with the first net asset value purchase
following the end of the prior period. Such commissions are paid
at the rate of 1.00% of the amount under $3 million, 0.50% of the
next $47 million and 0.25% thereafter. On sales at net asset
value to a participant-directed qualified retirement plan
initially investing less than $20 million in Putnam funds and
other investments managed by Putnam Management or its affiliates
(including a plan sponsored by an employer with more than 750
employees), Putnam Mutual Funds pays commissions on cumulative
purchases during the life of the account at the rate of 1.00% of
the amount under $3 million and 0.50% thereafter. On sales at
net asset value to all other participant-directed qualified
retirement plans, Putnam Mutual Funds pays commissions on the
initial investment and on subsequent net quarterly sales (gross
sales minus gross redemptions during the quarter) at the rate of
0.15%. Money market fund shares are excluded from all commission
calculations, except for determining the amount initially
invested by a participant-directed qualified retirement plan.
Commissions on sales at net asset value to such plans are subject
to Putnam Mutual Funds' right to reclaim such commissions if the
shares are redeemed within two years.

Different CDSC and commission rates may apply to shares purchased
before April 1, 1994.

CLASS B AND CLASS C SHARES. Investors who set up an Automatic
Cash Withdrawal Plan (ACWP) for a Class B and Class C share
account (see "Plans Available To Shareholders -- Automatic Cash
Withdrawal Plan") may withdraw through the ACWP up to 12% of the
net asset value of the account (calculated as set forth below)
each year without incurring any CDSC. Shares not subject to a
CDSC (such as shares representing reinvestment of distributions)
will be redeemed first and will count toward the 12% limitation.
If there are insufficient shares not subject to a CDSC, shares
subject to the lowest CDSC liability will be redeemed next until
the 12% limit is reached. The 12% figure is calculated on a pro
rata basis at the time of the first payment made pursuant to a
ACWP and recalculated thereafter on a pro rata basis at the time
of each ACWP payment. Therefore, shareholders who have chosen a
ACWP based on a percentage of the net asset value of their
account of up to 12% will be able to receive ACWP payments
without incurring a CDSC. However, shareholders who have chosen
a specific dollar amount (for example, $100 per month from a fund
that pays income distributions monthly) for their periodic ACWP
payment should be aware that the amount of that payment not
subject to a CDSC may vary over time depending on the net asset
value of their account. For example, if the net asset value of
the account is $10,000 at the time of payment, the shareholder
will receive $100 free of the CDSC (12% of $10,000 divided by 12
monthly payments). However, if at the time of the next payment
the net asset value of the account has fallen to $9,400, the
shareholder will receive $94 free of any CDSC (12% of $9,400
divided by 12 monthly payments) and $6 subject to the lowest
applicable CDSC. This ACWP privilege may be revised or
terminated at any time.

ALL SHARES. No CDSC is imposed on shares of any class subject to
a CDSC ("CDSC Shares") to the extent that the CDSC Shares
redeemed (i) are no longer subject to the holding period
therefor, (ii) resulted from reinvestment of distributions on
CDSC Shares, or (iii) were exchanged for shares of another Putnam
fund, provided that the shares acquired in such exchange or
subsequent exchanges (including shares of a Putnam money market
fund) will continue to remain subject to the CDSC, if applicable,
until the applicable holding period expires. In determining
whether the CDSC applies to each redemption of CDSC Shares, CDSC
Shares not subject to a CDSC are redeemed first.

The Fund will waive any CDSC on redemptions, in the case of
individual or Uniform Transfers to Minors Act accounts, in case
of death or disability or for the purpose of paying benefits
pursuant to tax-qualified retirement plans. Such payments
currently include, without limitation, (1) distributions from an
IRA due to death or disability, (2) a return of excess
contributions to an IRA or 401(k) plan, and (3) distributions
from retirement plans qualified under section 401(a) or section
403(b)(7) (a "403(b) plan") of the Internal Revenue Code of 1986,
as amended (the "Code"), due to death, disability, retirement or
separation from service. The Fund will also waive any CDSC in
the case of the death of one joint tenant. These waivers may be
changed at any time. Additional waivers may apply to IRA
accounts opened prior to February 1, 1994.

DISTRIBUTION PLAN

If the Fund or a class of shares of the Fund has adopted a
Distribution Plan, the Prospectus describes the principal
features of the Plan. This Statement contains additional
information which may be of interest to investors.

Continuance of a Plan is subject to annual approval by a vote of
the Trustees, including a majority of the Trustees who are not
interested persons of the Fund and who have no direct or indirect
interest in the Plan or related arrangements (the "Qualified
Trustees"), cast in person at a meeting called for that purpose.
All material amendments to a Plan must be likewise approved by
the Trustees and the Qualified Trustees. No Plan may be amended
in order to increase materially the costs which the Fund may bear
for distribution pursuant to such Plan without also being
approved by a majority of the outstanding voting securities of
the Fund or the relevant class of the Fund, as the case may be.
A Plan terminates automatically in the event of its assignment
and may be terminated without penalty, at any time, by a vote of
a majority of the Qualified Trustees or by a vote of a majority
of the outstanding voting securities of the Fund or the relevant
class of the Fund, as the case may be.

If Plan payments are made to reimburse Putnam Mutual Funds for
payments to dealers based on the average net asset value of Fund
shares attributable to shareholders for whom the dealers are
designated as the dealer of record, "average net asset value"
attributable to a shareholder account means the product of (i)
the Fund's average daily share balance of the account and (ii)
the Fund's average daily net asset value per share (or the
average daily net asset value per share of the class, if
applicable). For administrative reasons, Putnam Mutual Funds may
enter into agreements with certain dealers providing for the
calculation of "average net asset value" on the basis of assets
of the accounts of the dealer's customers on an established day
in each quarter.

Financial institutions receiving payments from Putnam Mutual
Funds as described above may be required to comply with various
state and federal regulatory requirements, including among others
those regulating the activities of securities brokers or dealers.

INVESTOR SERVICES

SHAREHOLDER INFORMATION

Each time shareholders buy or sell shares, they will receive a
statement confirming the transaction and listing their current
share balance. (Under certain investment plans, a statement may
only be sent quarterly.) Shareholders will receive a statement
confirming reinvestment of distributions in additional Fund
shares (or in shares of other Putnam funds for Dividends Plus
accounts) promptly following the quarter in which the
reinvestment occurs. To help shareholders take full advantage of
their Putnam investment, they will receive a Welcome Kit and a
periodic publication covering many topics of interest to
investors. The Fund also sends annual and semiannual reports
that keep shareholders informed about its portfolio and
performance, and year-end tax information to simplify their
recordkeeping. Easy-to-read, free booklets on special subjects
such as the Exchange Privilege and IRAs are available from Putnam
Investor Services. Shareholders may call Putnam Investor
Services toll-free weekdays at 1-800-225-1581 between 8:30 a.m.
and 7:00 p.m. Boston time for more information, including account
balances.

YOUR INVESTING ACCOUNT

The following information provides more detail concerning the
operation of a Putnam Investing Account. For further information
or assistance, investors should consult Putnam Investor Services.
Shareholders who purchase shares through a defined contribution
plan should note that not all of the services or features
described below may be available to them, and they should contact
their employer for details.

A shareholder may reinvest a recent cash distribution without a
front-end sales charge or without the reinvested shares being
subject to a CDSC, as the case may be, by delivering to Putnam
Investor Services the uncashed distribution check, endorsed to
the order of the Fund. Putnam Investor Services must receive the
properly endorsed check within 30 days after the date of the
check. Upon written notice to shareholders, the Fund may permit
shareholders who receive cash distributions to reinvest amounts
representing returns of capital without a sales charge or without
being subject to the CDSC.

The Investing Account also provides a way to accumulate shares of
the Fund. In most cases, after an initial investment of $500, a
shareholder may send checks to Putnam Investor Services for $50
or more, made payable to the Fund, to purchase additional shares
at the applicable public offering price next determined after
Putnam Investor Services receives the check. For Putnam
Corporate Asset Trust, the minimum initial investment is $25,000
and the minimum subsequent investment is $5,000. Checks must be
drawn on a U.S. bank and must be payable in U.S. dollars.

Putnam Investor Services acts as the shareholder's agent whenever
it receives instructions to carry out a transaction on the
shareholder's account. Upon receipt of instructions that shares
are to be purchased for a shareholder's account, shares will be
purchased through the investment dealer designated by the
shareholder. Shareholders may change investment dealers at any
time by written notice to Putnam Investor Services, provided the
new dealer has a sales agreement with Putnam Mutual Funds.

Shares credited to an account are transferable upon written
instructions in good order to Putnam Investor Services and may be
sold to the Fund as described under "How to buy shares, sell
shares and exchange shares" in the Prospectus. Money market
funds and certain other funds will not issue share certificates.
A shareholder may send any certificates which have been
previously issued to Putnam Investor Services for safekeeping at
no charge to the shareholder.

Putnam Mutual Funds, at its expense, may provide certain
additional reports and administrative material to qualifying
institutional investors with fiduciary responsibilities to assist
these investors in discharging their responsibilities.
Institutions seeking further information about this service
should contact Putnam Mutual Funds, which may modify or terminate
this service at any time.

Putnam Investor Services may make special services available to
shareholders with investments exceeding $1,000,000. Contact
Putnam Investor Services for details.

The Fund pays Putnam Investor Services' fees for maintaining
Investing Accounts.

REINSTATEMENT PRIVILEGE

An investor who has redeemed shares to the Fund may reinvest
(within 1 year) the proceeds of such sale in shares of the same
class of the Fund, or may be able to reinvest (within 1 year) the
proceeds in shares of the same class of one of the other
continuously offered Putnam funds (through the Exchange Privilege
described in the Prospectus), including, in the case of shares
subject to a CDSC, the amount of CDSC charged on the redemption.
Any such reinvestment would be at the net asset value of the
shares of the fund(s) the investor selects, next determined after
Putnam Mutual Funds receives a Reinstatement Authorization. The
time that the previous investment was held will be included in
determining any applicable CDSC due upon redemptions and, in the
case of Class B shares, the eight-year period for conversion to
Class A shares. Shareholders will receive from Putnam Mutual
Funds the amount of any CDSC paid at the time of redemption as
part of the reinstated investment, which may be treated as
capital gains to the shareholder for tax purposes. Exercise of
the Reinstatement Privilege does not alter the federal income tax
treatment of any capital gains realized on a sale of Fund shares,
but to the extent that any shares are sold at a loss and the
proceeds are reinvested in shares of the Fund, some or all of the
loss may be disallowed as a deduction. Consult your tax adviser.
Investors who desire to exercise this Privilege should contact
their investment dealer or Putnam Investor Services.

EXCHANGE PRIVILEGE

Except as otherwise set forth in this section, by calling Putnam
Investor Services, investors may exchange shares valued up to
$500,000 between accounts with identical registrations, provided
that no certificates are outstanding for such shares and no
address change has been made within the preceding 15 days.
During periods of unusual market changes and shareholder
activity, shareholders may experience delays in contacting Putnam
Investor Services by telephone to exercise the Telephone Exchange
Privilege.

Putnam Investor Services also makes exchanges promptly after
receiving a properly completed Exchange Authorization Form and,
if issued, share certificates. If the shareholder is a
corporation, partnership, agent, or surviving joint owner, Putnam
Investor Services will require additional documentation of a
customary nature. Because an exchange of shares involves the
redemption of Fund shares and reinvestment of the proceeds in
shares of another Putnam fund, completion of an exchange may be
delayed under unusual circumstances if the Fund were to suspend
redemptions or postpone payment for the Fund shares being
exchanged, in accordance with federal securities laws. Exchange
Authorization Forms and prospectuses of the other Putnam funds
are available from Putnam Mutual Funds or investment dealers
having sales contracts with Putnam Mutual Funds. The prospectus
of each fund describes its investment objective(s) and policies,
and shareholders should obtain a prospectus and consider these
objectives and policies carefully before requesting an exchange.
Shares of certain Putnam funds are not available to residents of
all states. The Fund reserves the right to change or suspend the
Exchange Privilege at any time. Shareholders would be notified
of any change or suspension. Additional information is available
from Putnam Investor Services.

Shares of the Fund must be held at least 15 days by the
shareholder requesting an exchange. There is no holding period
if the shareholder acquired the shares to be exchanged through
reinvestment of distributions, transfer from another shareholder,
prior exchange or certain employer-sponsored defined contribution
plans. In all cases, the shares to be exchanged must be
registered on the records of the Fund in the name of the
shareholder requesting the exchange.

Shareholders of other Putnam funds may also exchange their shares
at net asset value for shares of the Fund, as set forth in the
current prospectus of each fund.

For federal income tax purposes, an exchange is a sale on which
the investor generally will realize a capital gain or loss
depending on whether the net asset value at the time of the
exchange is more or less than the investor's basis. The Exchange
Privilege may be revised or terminated at any time. Shareholders
would be notified of any such change or suspension.

DIVIDENDS PLUS

Shareholders may invest the Fund's distributions of net
investment income or distributions combining net investment
income and short-term capital gains in shares of the same class
of another continuously offered Putnam fund (the "receiving
fund") using the net asset value per share of the receiving fund
determined on the date the Fund's distribution is payable. No
sales charge or CDSC will apply to the purchased shares unless
the Fund is a money market fund. The prospectus of each fund
describes its investment objective(s) and policies, and
shareholders should obtain a prospectus and consider these
objective(s) and policies carefully before investing their
distributions in the receiving fund. Shares of certain Putnam
funds are not available to residents of all states.

The minimum account size requirement for the receiving fund will
not apply if the current value of your account in this Fund is
more than $5,000.

Shareholders of other Putnam funds (except for money market
funds, whose shareholders must pay a sales charge or become
subject to a CDSC) may also use their distributions to purchase
shares of the Fund at net asset value.

For federal tax purposes, distributions from the Fund which are
reinvested in another fund are treated as paid by the Fund to the
shareholder and invested by the shareholder in the receiving fund
and thus, to the extent comprised of taxable income and deemed
paid to a taxable shareholder, are taxable.

The Dividends PLUS program may be revised or terminated at any
time.

PLANS AVAILABLE TO SHAREHOLDERS

The Plans described below are fully voluntary and may be
terminated at any time without the imposition by the Fund or
Putnam Investor Services of any penalty. All Plans provide for
automatic reinvestment of all distributions in additional shares
of the Fund at net asset value. The Fund, Putnam Mutual Funds or
Putnam Investor Services may modify or cease offering these Plans
at any time.

AUTOMATIC CASH WITHDRAWAL PLAN. An investor who owns or buys
shares of the Fund valued at $10,000 or more at the current
public offering price may open a Withdrawal Plan and have a
designated sum of money ($50 or more) paid monthly, quarterly,
semi-annually or annually to the investor or another person.
(Payments from the Fund can be combined with payments from other
Putnam funds into a single check through a Designated Payment
Plan.) Shares are deposited in a Plan account, and all
distributions are reinvested in additional shares of the Fund at
net asset value (except where the Plan is utilized in connection
with a charitable remainder trust). Shares in a Plan account are
then redeemed at net asset value to make each withdrawal payment.
Payment will be made to any person the investor designates;
however, if shares are registered in the name of a trustee or
other fiduciary, payment will be made only to the fiduciary,
except in the case of a profit-sharing or pension plan where
payment will be made to a designee. As withdrawal payments may
include a return of principal, they cannot be considered a
guaranteed annuity or actual yield of income to the investor.
The redemption of shares in connection with a Withdrawal Plan
generally will result in a gain or loss for tax purposes. Some
or all of the losses realized upon redemption may be disallowed
pursuant to the so-called wash sale rules if shares of the same
fund from which shares were redeemed are purchased (including
through the reinvestment of fund distributions) within a period
beginning 30 days before, and ending 30 days after, such
redemption. In such a case, the basis of the replacement shares
will be increased to reflect the disallowed loss. Continued
withdrawals in excess of income will reduce and possibly exhaust
invested principal, especially in the event of a market decline.
The maintenance of a Withdrawal Plan concurrently with purchases
of additional shares of the Fund would be disadvantageous to the
investor because of the sales charge payable on such purchases.
For this reason, the minimum investment accepted while a
Withdrawal Plan is in effect is $1,000, and an investor may not
maintain a Plan for the accumulation of shares of the Fund (other
than through reinvestment of distributions) and a Withdrawal Plan
at the same time. The cost of administering these Plans for the
benefit of those shareholders participating in them is borne by
the Fund as an expense of all shareholders. The Fund, Putnam
Mutual Funds or Putnam Investor Services may terminate or change
the terms of the Withdrawal Plan at any time. A Withdrawal Plan
will be terminated if communications mailed to the shareholder
are returned as undeliverable.

Investors should consider carefully with their own financial
advisers whether the Plan and the specified amounts to be
withdrawn are appropriate in their circumstances. The Fund and
Putnam Investor Services make no recommendations or
representations in this regard.

TAX QUALIFIED RETIREMENT PLANS; 403(B) AND SEP PLANS. (NOT
OFFERED BY FUNDS INVESTING PRIMARILY IN TAX-EXEMPT SECURITIES.)
Investors may purchase shares of the Fund through the following
Tax Qualified Retirement Plans, available to qualified
individuals or organizations:

Standard and variable profit-sharing (including 401(k))
and money purchase pension plans; and

Individual Retirement Account Plans (IRAs).

Each of these Plans has been qualified as a prototype plan by the
Internal Revenue Service. Putnam Investor Services will furnish
services under each plan at a specified annual cost. Putnam
Fiduciary Trust Company serves as trustee under each of these
Plans.

Forms and further information on these Plans are available from
investment dealers or from Putnam Mutual Funds. In addition,
specialized professional plan administration services are
available on an optional basis; contact Putnam Defined
Contribution Plan Services at 1-800-225-2465, extension 8600.

A 403(b) Retirement Plan is available for employees of public
school systems and organizations which meet the requirements of
Section 501(c)(3) of the Internal Revenue Code. Forms and
further information on the 403(b) Plan are also available from
investment dealers or from Putnam Mutual Funds. Shares of the
Fund may also be used in simplified employee pension (SEP) plans.
For further information on the Putnam prototype SEP plan, contact
an investment dealer or Putnam Mutual Funds.

Consultation with a competent financial and tax adviser regarding
these Plans and consideration of the suitability of Fund shares
as an investment under the Employee Retirement Income Security
Act of 1974, or otherwise, is recommended.

SIGNATURE GUARANTEES

Redemption requests for shares having a net asset value of
$100,000 or more must be signed by the registered owners or their
legal representatives and must be guaranteed by a bank,
broker/dealer, municipal securities dealer or broker, government
securities dealer or broker, credit union, national securities
exchange, registered securities association, clearing agency,
savings association or trust company, provided such institution
is acceptable under and conforms with Putnam Fiduciary Trust
Company's signature guarantee procedures. A copy of such
procedures is available upon request. If you want your
redemption proceeds sent to an address other than your address as
it appears on Putnam's records, you must provide a signature
guarantee. Putnam Investor Services usually requires additional
documentation for the sale of shares by a corporation,
partnership, agent or fiduciary, or a surviving joint owner.
Contact Putnam Investor Services for details.

SUSPENSION OF REDEMPTIONS

The Fund may not suspend shareholders' right of redemption, or
postpone payment for more than seven days, unless the New York
Stock Exchange is closed for other than customary weekends or
holidays, or if permitted by the rules of the Securities and
Exchange Commission during periods when trading on the Exchange
is restricted or during any emergency which makes it
impracticable for the Fund to dispose of its securities or to
determine fairly the value of its net assets, or during any other
period permitted by order of the Commission for protection of
investors.

SHAREHOLDER LIABILITY

Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of
the Fund. However, the Agreement and Declaration of Trust
disclaims shareholder liability for acts or obligations of the
Fund and requires that notice of such disclaimer be given in each
agreement, obligation, or instrument entered into or executed by
the Fund or the 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 Fund. Thus, the risk of a shareholder
incurring financial loss on account of shareholder liability is
limited to circumstances in which the Fund would be unable to
meet its obligations. The likelihood of such circumstances is
remote.

STANDARD PERFORMANCE MEASURES

Yield and total return data for the Fund may from time to time be
presented in Part I of this Statement and in advertisements. In
the case of funds with more than one class of shares, all
performance information is calculated separately for each class.
The data is calculated as follows.

Total return for one-, five- and ten-year periods (or for such
shorter periods as the Fund has been in operation or shares of
the relevant class have been outstanding) is determined by
calculating the actual dollar amount of investment return on a
$1,000 investment in the Fund made at the beginning of the
period, at the maximum public offering price for Class A shares
and Class M shares and net asset value for other classes of
shares, and then calculating the annual compounded rate of return
which would produce that amount. Total return for a period of
one year is equal to the actual return of the Fund during that
period. Total return calculations assume deduction of the Fund's
maximum sales charge or CDSC, if applicable, and reinvestment of
all Fund distributions at net asset value on their respective
reinvestment dates.

The Fund's yield is presented for a specified thirty-day period
(the "base period"). Yield is based on the amount determined by
(i) calculating the aggregate amount of dividends and interest
earned by the Fund during the base period less expenses accrued
for that period, and (ii) dividing that amount by the product of
(A) the average daily number of shares of the Fund outstanding
during the base period and entitled to receive dividends and (B)
the per share maximum public offering price for Class A shares or
Class M shares, as appropriate and net asset value for other
classes of shares on the last day of the base period. The result
is annualized on a compounding basis to determine the yield. For
this calculation, interest earned on debt obligations held by the
Fund is generally calculated using the yield to maturity (or
first expected call date) of such obligations based on their
market values (or, in the case of receivables-backed securities
such as GNMA's, based on cost). Dividends on equity securities
are accrued daily at their stated dividend rates.

If the Fund is a money market fund, yield is computed by
determining the percentage net change, excluding capital changes,
in the value of an investment in one share over the seven-day
period for which yield is presented (the "base period"), and
multiplying the net change by 365/7 (or approximately 52 weeks).
Effective yield represents a compounding of the yield by adding 1
to the number representing the percentage change in value of the
investment during the base period, raising that sum to a power
equal to 365/7, and subtracting 1 from the result.

If the Fund is a tax-exempt fund, the tax-equivalent yield during
the base period may be presented for shareholders in one or more
stated tax brackets. Tax-equivalent yield is calculated by
adjusting the tax-exempt yield by a factor designed to show the
approximate yield that a taxable investment would have to earn to
produce an after-tax yield equal, for that shareholder, to the
tax-exempt yield. The tax-equivalent yield will differ for
shareholders in other tax brackets.

At times, Putnam Management may reduce its compensation or assume
expenses of the Fund in order to reduce the Fund's expenses. The
per share amount of any such fee reduction or assumption of
expenses during the Fund's past ten fiscal years (or for the life
of the Fund, if shorter) is reflected in the table in the section
entitled "Financial history" in the Prospectus. Any such fee
reduction or assumption of expenses would increase the Fund's
yield and total return during the period of the fee reduction or
assumption of expenses.

All data are based on past performance and do not predict future
results.

COMPARISON OF PORTFOLIO PERFORMANCE

Independent statistical agencies measure the Fund's investment
performance and publish comparative information showing how the
Fund, and other investment companies, performed in specified time
periods. Three agencies whose reports are commonly used for such
comparisons are set forth below. From time to time, the Fund may
distribute these comparisons to its shareholders or to potential
investors. THE AGENCIES LISTED BELOW MEASURE PERFORMANCE BASED
ON THEIR OWN CRITERIA RATHER THAN ON THE STANDARDIZED
PERFORMANCE MEASURES DESCRIBED IN THE PRECEDING SECTION.

LIPPER ANALYTICAL SERVICES, INC. distributes mutual fund
rankings monthly. The rankings are based on total return
performance calculated by Lipper, reflecting generally
changes in net asset value adjusted for reinvestment of
capital gains and income dividends. They do not reflect
deduction of any sales charges. Lipper rankings cover a
variety of performance periods, for example year-to-date,
1-year, 5-year, and 10-year performance. Lipper
classifies mutual funds by investment objective and asset
category.

MORNINGSTAR, INC. distributes mutual fund ratings twice a
month. The ratings are divided into five groups:
highest, above average, neutral, below average and lowest.
They represent a fund's historical risk/reward ratio
relative to other funds with similar objectives. The
performance factor is a weighted-average assessment of the
Fund's 3-year, 5-year, and 10-year total return
performance (if available) reflecting deduction of
expenses and sales charges. Performance is adjusted using
quantitative techniques to reflect the risk profile of the
fund. The ratings are derived from a purely quantitative
system that does not utilize the subjective criteria
customarily employed by rating agencies such as Standard &
Poor's Corporation and Moody's Investor Service, Inc.

CDA/WIESENBERGER'S MANAGEMENT RESULTS publishes mutual
fund rankings and is distributed monthly. The rankings
are based entirely on total return calculated by
Weisenberger for periods such as year-to-date, 1-year,
3-year, 5-year and 10-year. Mutual funds are ranked in
general categories (e.g., international bond,
international equity, municipal bond, and maximum capital
gain). Weisenberger rankings do not reflect deduction of
sales charges or fees.

Independent publications may also evaluate the Fund's
performance. Certain of those publications are listed below, at
the request of Putnam Mutual Funds, which bears full
responsibility for their use and the descriptions appearing
below. From time to time the Fund may distribute evaluations by
or excerpts from these publications to its shareholders or to
potential investors. The following illustrates the types of
information provided by these publications.

BUSINESS WEEK publishes mutual fund rankings in its
Investment Figures of the Week column. The rankings are
based on 4-week and 52-week total return reflecting
changes in net asset value and the reinvestment of all
distributions. They do not reflect deduction of any sales
charges. Funds are not categorized; they compete in a
large universe of over 2000 funds. The source for
rankings is data generated by Morningstar, Inc.

INVESTOR'S BUSINESS DAILY publishes mutual fund rankings
on a daily basis. The rankings are depicted as the top 25
funds in a given category. The categories are based
loosely on the type of fund, e.g., growth funds, balanced
funds, U.S. government funds, GNMA funds, growth and
income funds, corporate bond funds, etc. Performance
periods for sector equity funds can vary from 4 weeks to
39 weeks; performance periods for other fund groups vary
from 1 year to 3 years. Total return performance reflects
changes in net asset value and reinvestment of dividends
and capital gains. The rankings are based strictly on
total return. They do not reflect deduction of any sales
charges. Performance grades are conferred from A+ to E.
An A+ rating means that the fund has performed within the
top 5% of a general universe of over 2000 funds; an A
rating denotes the top 10%; an A- is given to the top 15%,
etc.

BARRON'S periodically publishes mutual fund rankings. The
rankings are based on total return performance provided by
Lipper Analytical Services. The Lipper total return data
reflects changes in net asset value and reinvestment of
distributions, but does not reflect deduction of any sales
charges. The performance periods vary from short-term
intervals (current quarter or year-to-date, for example)
to long-term periods (five-year or ten-year performance,
for example). Barron's classifies the funds using the
Lipper mutual fund categories, such as Capital
Appreciation Funds, Growth Funds, U.S. Government Funds,
Equity Income Funds, Global Funds, etc. Occasionally,
Barron's modifies the Lipper information by ranking the
funds in asset classes. "Large funds" may be those with
assets in excess of $25 million; "small funds" may be
those with less than $25 million in assets.

THE WALL STREET JOURNAL publishes its Mutual Fund
Scorecard on a daily basis. Each Scorecard is a ranking
of the top-15 funds in a given Lipper Analytical Services
category. Lipper provides the rankings based on its total
return data reflecting changes in net asset value and
reinvestment of distributions and not reflecting any sales
charges. The Scorecard portrays 4-week, year-to-date,
one-year and 5-year performance; however, the ranking is
based on the one-year results. The rankings for any given
category appear approximately once per month.

FORTUNE magazine periodically publishes mutual fund
rankings that have been compiled for the magazine by
Morningstar, Inc. Funds are placed in stock or bond fund
categories (for example, aggressive growth stock funds,
growth stock funds, small company stock funds, junk bond
funds, Treasury bond funds, etc.), with the top-10 stock
funds and the top-5 bond funds appearing in the rankings.
The rankings are based on 3-year annualized total return
reflecting changes in net asset value and reinvestment of
distributions and not reflecting sales charges.
Performance is adjusted using quantitative techniques to
reflect the risk profile of the fund.

MONEY magazine periodically publishes mutual fund rankings
on a database of funds tracked for performance by Lipper
Analytical Services. The funds are placed in 23 stock or
bond fund categories and analyzed for five-year risk
adjusted return. Total return reflects changes in net
asset value and reinvestment of all dividends and capital
gains distributions and does not reflect deduction of any
sales charges. Grades are conferred (from A to E): the
top 20% in each category receive an A, the next 20% a B,
etc. To be ranked, a fund must be at least one year old,
accept a minimum investment of $25,000 or less and have
had assets of at least $25 million as of a given date.

FINANCIAL WORLD publishes its monthly Independent
Appraisals of Mutual Funds, a survey of approximately 1000
mutual funds. Funds are categorized as to type, e.g.,
balanced funds, corporate bond funds, global bond funds,
growth and income funds, U.S. government bond funds, etc.
To compete, funds must be over one year old, have over $1
million in assets, require a maximum of $10,000 initial
investment, and should be available in at least 10 states
in the United States. The funds receive a composite past
performance rating, which weighs the intermediate- and
long-term past performance of each fund versus its
category, as well as taking into account its risk, reward
to risk, and fees. An A+ rated fund is one of the best,
while a D-rated fund is one of the worst. The source for
Financial World rating is Schabacker investment management
in Rockville, MD.

FORBES magazine periodically publishes mutual fund ratings
based on performance over at least two bull and bear
market cycles. The funds are categorized by type,
including stock and balanced funds, taxable bond funds,
municipal bond funds, etc. Data sources include Lipper
Analytical Services and CDA Investment Technologies. The
ratings are based strictly on performance at net asset
value over the given cycles. Funds performing in the top
5% receive an A+ rating; the top 15% receive an A rating;
and so on until the bottom 5% receive an F rating. Each
fund exhibits two ratings, one for performance in "up"
markets and another for performance in "down" markets.

KIPLINGER'S PERSONAL FINANCE MAGAZINE (formerly Changing
Times), periodically publishes rankings of mutual funds
based on one-, three- and five-year total return
performance reflecting changes in net asset value and
reinvestment of dividends and capital gains and not
reflecting deduction of any sales charges. Funds are
ranked by tenths: a rank of 1 means that a fund was among
the highest 10% in total return for the period; a rank of
10 denotes the bottom 10%. Funds compete in categories of
similar funds--aggressive growth funds, growth and income
funds, sector funds, corporate bond funds, global
governmental bond funds, mortgage-backed securities funds,
etc. Kiplinger's also provides a risk-adjusted grade in
both rising and falling markets. Funds are graded against
others with the same objective. The average weekly total
return over two years is calculated. Performance is
adjusted using quantitative techniques to reflect the risk
profile of the fund.

U.S. NEWS AND WORLD REPORT periodically publishes mutual
fund rankings based on an overall performance index (OPI)
devised by Kanon Bloch Carre & Co., a Boston research
firm. Over 2000 funds are tracked and divided into 10
equity, taxable bond and tax-free bond categories. Funds
compete within the 10 groups and three broad categories.
The OPI is a number from 0-100 that measures the relative
performance of funds at least three years old over the
last 1, 3, 5 and 10 years and the last six bear markets.
Total return reflects changes in net asset value and the
reinvestment of any dividends and capital gains
distributions and does not reflect deduction of any sales
charges. Results for the longer periods receive the most
weight.

THE 100 BEST MUTUAL FUNDS YOU CAN BUY (1992), authored by
Gordon K. Williamson. The author's list of funds is
divided into 12 equity and bond fund categories, and the
100 funds are determined by applying four criteria.
First, equity funds whose current management teams have
been in place for less than five years are eliminated.
(The standard for bond funds is three years.) Second, the
author excludes any fund that ranks in the bottom 20
percent of its category's risk level. Risk is determined
by analyzing how many months over the past three years the
fund has underperformed a bank CD or a U.S. Treasury bill.
Third, a fund must have demonstrated strong results for
current three-year and five-year performance. Fourth, the
fund must either possess, in Mr. Williamson's judgment,
"excellent" risk-adjusted return or "superior" return with
low levels of risk. Each of the 100 funds is ranked in
five categories: total return, risk/volatility,
management, current income and expenses. The rankings
follow a five-point system: zero designates "poor"; one
point means "fair"; two points denote "good"; three points
qualify as a "very good"; four points rank as "superior";
and five points mean "excellent."

In addition, Putnam Mutual Funds may distribute to shareholders
or prospective investors illustrations of the benefits of
reinvesting tax-exempt or tax-deferred distributions over
specified time periods, which may include comparisons to fully
taxable distributions. These illustrations use hypothetical
rates of tax-advantaged and taxable returns and are not intended
to indicate the past or future performance of any fund.
<PAGE>
DEFINITIONS

"Putnam Management" -- Putnam Investment Management,
Inc., the Fund's investment
manager.

"Putnam Mutual Funds" -- Putnam Mutual Funds Corp., the
Fund's principal underwriter.

"Putnam Fiduciary Trust -- Putnam Fiduciary Trust Company,
Company" the Fund's custodian.

"Putnam Investor Services" -- Putnam Investor Services, a
division of Putnam Fiduciary
Trust Company, the Fund's
investor servicing agent.

<PAGE>

PUTNAM NEW YORK TAX EXEMPT INCOME TRUST
PUTNAM NEW YORK TAX EXEMPT OPPORTUNITIES FUND
PUTNAM NEW YORK TAX EXEMPT MONEY MARKET FUND

FORM N-1A
PART C

OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

(a) Index to Financial Statements and Supporting
Schedules:

(1) Financial Statements for Putnam New York
Tax Exempt Income Fund, Putnam New York
Intermediate Tax Exempt Fund,
and
Putnam New York Tax Exempt Money Market Fund:

Statement of assets and liabilities -- November
30, 1994 (a).
Statement of operations -- year ended November
30, 1994 (a).
Statement of changes in net assets --
Putnam
New York Tax Exempt Income Fund and Putnam New
York Tax Exempt Money Market Fund -- years
ended November 30, 1994 and November 30, 1993
(a).
Financial highlights (a) (b).
Notes to financial statements (a).

Financial Statements for Putnam New York Tax
Exempt Opportunities Fund:

Statement of assets and liabilities --September
30, 1994 (a).
Statement of operations -- year ended September
30, 1994 (a).
Statement of changes in net assets -- years
ended September 30, 1994 and September 30, 1993
(a).
Financial highlights (a) (b).
Notes to financial statements (a).

(2) Supporting Schedules:

Schedule I -- Portfolio of investments owned
for Putnam New York Tax Exempt Income Fund,
Putnam New York Intermediate Tax Exempt Income
Fund and Putnam New York Tax Exempt Money
Market Fund -- November 30, 1994 (a).
<PAGE>

Schedule I -- Portfolio of investments owned
for Putnam New York Tax Exempt Opportunities
Fund -- September 30, 1994 (a).

Schedules II through IX omitted because the
required matter is not present.

- -------------------

(a) Incorporated by reference into Parts A and
B.
(b) Included in Part A.

(b) Exhibits:

1a
. Agreement and Declaration of Trust, as amended and
restated May 6, 1994 for Putnam New York Tax Exempt
Income Trust -- Exhibit 1.
1b . Agreement and Declaration of Trust, as
amended through March 20, 1991 for Putnam
New York Tax Exempt Opportunities Fund --
Incorporated by reference to the
Registrant's Post-Effective Amendment No.
1 to the Registrant's Registration
Statement.
1c.
Agreement and Declaration of Trust, as amended and
restated July 13, 1992, for Putnam New York Tax Exempt
Money Market Fund -- Incorporated by reference to Post-
Effective Amendment No. 6 to the Registrant's
Registration Statement.
2. By-Laws, as amended through April 8,
1994 for Putnam New York Tax Exempt
Income Trust and as amended through
February 1, 1994 for Putnam New York Tax
Exempt Opportunities Fund and Putnam New
York Tax Exempt Money Market Fund --
Exhibit 2.
3. Not applicable.
4a
. Class A Specimen share certificate for Putnam New York
Tax Exempt Income Fund -- Exhibit 3.
4b. Class B Specimen share certificate for Putnam
New York Tax Exempt Income Fund -- Exhibit 4.
4c. Class M Specimen share certificate for Putnam
New York Tax Exempt Income Fund -- Exhibit 5.
4d. Class A Specimen share certificate for Putnam
New York Intermediate Tax Exempt Income Fund
-- Exhibit 6.
4e. Class B Specimen share certificate for Putnam
New York Intermediate Tax Exempt Income Fund
-- Exhibit 7.

4f
. Class A Specimen share certificate for Putnam New York
Tax Exempt Opportunities Fund -
Incorporated by reference to Post-Effective Amendment
No. 4 to the Registrant's Registration
Statement.
4g. Class B Specimen share certificate for
Putnam New York Tax Exempt Opportunities
Fund --Incorporated by reference to Post-Effective
Amendment No. 4 to the Registrant's
Registration Statement.
4h
. Class M Specimen share certificate for Putnam New York
Tax Exempt Opportunities Fund --Exhibit 8.
4i. Portions of Agreement and Declaration of
Trust relating to Shareholders' Rights for
Putnam New York Tax Exempt Income Trust --
Exhibit 9.
4j . Portions of Agreement and Declaration of
Trust Relating to Shareholders' Rights for
Putnam New York Tax Exempt Opportunities
Fund -- Incorporated by reference to Post-
Effective Amendment No. 4 to the
Registrant's Registration Statement.
4k. Portions of Agreement and Declaration of
Trust Relating to Shareholders' Rights for
Putnam New York Tax Exempt Money Market Fund --
Incorporated by reference to Post-Effective
Amendment No. 8 to the Registrant's Registration
Statement.
4l . Portions of By-Laws Relating to
Shareholders' Rights for Putnam New York Tax Exempt
Income Trust, Putnam New York Tax
Exempt Opportunities Fund and Putnam New York
Tax Exempt Money Market Fund -- Exhibit 10.
5a. Copy of Management Contract dated July 11,
1991 for Putnam New York Tax Exempt Income
Fund -- Incorporated by reference to
Post-Effective Amendment No. 12 to the
Registrant's Registration Statement.
5b
. Copy of Management Contract dated May 6, 1994 for
Putnam New York Intermediate Tax Exempt Fund -- Exhibit
11.
5c . Copy of Management Contract dated
March 5, 1992 for Putnam New York Tax Exempt
Opportunities Fund -- Incorporated by
reference to the Post-Effective Amendment
No. 3 to the Registrant's Registration
Statement.
5d.
Copy of Management Contract dated July 9, 1992 for
Putnam New York Tax Exempt Money Market Fund --
Incorporated by reference to Post-Effective Amendment
No. 6 to the Registrant's Registration Statement.

6a. Copy of Distributor's Contract dated May 6, 1994
for Putnam New York Tax Exempt Income Trust --
Exhibit 12.
6b . Copy of Distributor's Contract dated
May 6, 1994 for Putnam New York Tax Exempt
Opportunities Fund -- Exhibit 13.
6c. Copy of Distributor's Contract dated May 6,
1994 for Putnam New York Tax Exempt Money
Market Fund -- Exhibit 14.
6d
. Copy of Specimen Dealer Sales Contract for Putnam
New York Tax Exempt Income Trust, Putnam New
York Tax Exempt Opportunities Fund and Putnam New York
Tax Exempt Money Market Fund -- Exhibit 15.
6e. Specimen Financial Institution
Sales Contract for Putnam New York Tax
Exempt Income Trust, Putnam New York
Tax Exempt Opportunities Fund and Putnam New
York Tax Exempt Money Market Fund -- Exhibit
16.
7. Not applicable.
8a
. Copy of Custodian Agreement with Putnam Fiduciary Trust
Company dated May 3, 1991, as amended July 13, 1992 for
Putnam New York Tax Exempt Income Trust -- Exhibit
17.
8b . Copy of Custodian Agreement with Putnam
Fiduciary Trust Company dated May 3, 1991, as
amended July 13, 1992 for Putnam New York Tax
Exempt Opportunities Fund and Putnam New
York Tax Exempt Money Market Fund -- Incorporated
by reference to Post-Effective Amendment Nos.
4 and 8, respectively, to the
Registrants' Registration Statements .
9a
. Copy of Investor Servicing Agreement dated June 3, 1991
for Putnam New York Tax Exempt Income Trust --
Exhibit 18.
9b . Copy of Investor Servicing Agreement
with Putnam Fiduciary Trust Company dated
June 3, 1991 for Putnam New York Tax Exempt
Opportunities Fund and Putnam New York Tax
Exempt Money Market Fund -- Incorporated by
reference to Post-Effective Amendment Nos. 2 and
5, respectively, to the Registrants'
Registration Statements.
10a
. Opinion of Ropes & Gray, including consent for Putnam
New York Tax Exempt Income Trust -- Exhibit 19.
10b. Opinion of Ropes & Gray, including consent
for Putnam New York Tax Exempt
Opportunties Fund -- Incorporated by
reference to the Registrant's Pre-
Effective Amendment No. 1 to the Registrant's
Registration Statement.
10c.
Opinion of Ropes & Gray, including consent for Putnam
New York Tax Exempt Money Market Fund -- Exhibit
20.
11. Not applicable.
12. Not applicable.
13a
. Investment Letter from Putnam Investment Management,
Inc. with respect to the Class A shares of
Putnam New York Tax Exempt Income Fund -- Incorporated
by reference to the Registrant's Pre-Effective
Amendment No. 1 to the Registrant's Registration
Statement.
13b. Investment Letter from Putnam Investment
Management, Inc. with respect to the Class B
shares of Putnam New York Tax Exempt Income Fund --
Incorporated by reference to Post-Effective
Amendment No. 13 to the Registrant's Registration
Statement.
13c
. Investment Letter from Putnam Investment Management,
Inc. with respect to the Class A shares of Putnam New
York Intermediate Tax Exempt Fund -- Exhibit 21.
13d. Investment Letter from Putnam Investment
Management, Inc. with respect to the Class B
shares of Putnam New York Intermediate Tax
Exempt Fund -- Exhibit 22.
13e. Investment Letter from Putnam Investments,
Inc. with respect to Putnam New York Tax
Exempt Opportunities Fund for Class A shares
-- Incorporated by reference to the
Registrant's Pre-Effective Amendment No. 1 to
the Registrant's Registration Statement.
13f. Investment Letter from Putnam Investments,
Inc. with respect to the Registrant for Class
B shares for Putnam New York Tax Exempt
Opportunities Fund -- Incorporated by
reference to the Post-Effective Amendment No.
4 to the Registrant's Registration
Statement.
13g.
Investment Letter from Putnam Investment
Management , Inc. with respect to Putnam
New York Tax Exempt Money Market Fund --Incorporated by
reference to the Registrant's Initial Registration
Statement.
14. Not applicable.
15a
. Copy of Class A Distribution Plan dated April 8, 1994
for Putnam New York Tax Exempt Income Fund -- Exhibit
23.
15b. Copy of Class B Distribution Plan dated April
8, 1994 for Putnam New York Tax Exempt Income
Fund -- Exhibit 24.
15c. Copy of Class M Distribution Plan for Putnam
New York Tax Exempt Income Fund -- Exhibit
25.
15d. Copy of Class A Distribution Plan dated May
6, 1994 for Putnam New York Intermediate Tax
Exempt Fund -- Exhibit 26.
15e. Copy of Class B Distribution Plan dated May
6, 1994 for Putnam New York Intermediate Tax
Exempt Fund -- Exhibit 27.
15f . Copy of Class A Distribution Plan and
Agreement dated February 1, 1994
for Putnam New York Tax Exempt Opportunities
Fund --Incorporated by reference to Post-Effective
Amendment No. 4 to the Registrant's
Registration Statement.
15g. Copy of Class B Distribution Plan and
Agreement dated February 1, 1994
for Putnam New York Tax Exempt Opportunities
Fund --Incorporated by reference to Post-Effective
Amendment No. 4 to the Registrant's
Registration Statement.
15h
. Form of Class M Distribution Plan and Agreement and
Putnam New York Tax Exempt Opportunities Fund - Exhibit
28.
15i. Copy of Distribution Plan, as adopted
September 11, 1987, and as amended January 1, 1990,
for Putnam New York Tax Exempt Money Market Fund --
Incorporated by reference to Post-Effective
Amendment No. 3 to the Registrant's Registration
Statement.
15j. Copy of Specimen Dealer Service
Agreement for Putnam New York Tax Exempt
Income Trust --Exhibit 29.
15k. Copy of Specimen Dealer Service Agreement for
Putnam New York Tax Exempt Opportunities
Fund -- Incorporated by reference to Post-
Effective Amendment No. 3 to the
Registrant's Registration Statement.
15l. Copy of Specimen Dealer Service
Agreement for Putnam New York Tax Exempt
Money Market Fund -- Incorporated by
reference to Post-Effective Amendment No. 5
to the Registrant's Registration Statement.
15m. Copy of Specimen Financial Institution
Service Agreement for Putnam New York Tax Exempt Income
Trust -- Exhibit 30.
15n . Copy of Specimen Financial
Institution Service Agreement for Putnam New
York Tax Exempt Opportunities Fund --
Incorporated by reference to Post-Effective
Amendment No. 3 to the Registrant's
Registration Statement.
15o
. Copy of Specimen Financial Institution Service
Agreement for Putnam New York Tax Exempt Money Market
Fund -- Incorporated by reference to Post-Effective
Amendment No. 8 to the Registrant's Registration
Statement.
16a
. Schedules for computation of performance quotations for
Putnam New York Tax Exempt Income Fund -- Exhibit
31.
16b . Schedules for computation of
performance quotations for Putnam New York
Intermediate Tax Exempt Fund -- Exhibit 32.
16c. Schedules for computation of performance
quotations for Putnam New York Tax Exempt
Opportunities Fund -- Exhibit 33.
16d. Schedules for computation of performance
quotations for Putnam New York Tax Exempt
Money Market Fund -- Exhibit 34.
17a. Financial Data Schedule for Putnam New York
Tax Exempt Income Fund Class A shares --
Exhibit 35.
17b. Financial Data Schedule for Putnam New York
Tax Exempt Income Fund Class B shares --
Exhibit 36.
17c. Financial Data Schedule for Putnam New York
Intermediate Tax Exempt Fund Class A shares -
- Exhibit 37.
17d. Financial Data Schedule for Putnam New York
Intermediate Tax Exempt Fund Class B shares -
- Exhibit 38.
17e. Financial Data Schedule for Putnam New York
Tax Exempt Opportunities Fund Class A shares
-- Exhibit 39.
17f. Financial Data Schedule for Putnam New York
Tax Exempt Opportunities Fund Class B shares
-- Exhibit 40.
17g. Financial Data Schedule for Putnam New York
Tax Exempt Money Market Fund -- Exhibit
41.

ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH
REGISTRANT

None.

ITEM 26. NUMBER OF HOLDERS OF SECURITIES

THE INCOME FUND

As of December 31, 1994 there were 51,055 holders
of the Class A shares of beneficial interest of the Income
Fund and there were 6,766 holders of the Class B shares of
beneficial interest of the Income Fund .
<PAGE>
THE INTERMEDIATE FUND

As of December 31, 1994 there were 69 holders of
the
Class A shares of beneficial interest of the Intermediate Fund
and there were 46 holders of the Class B shares of
beneficial interest of the Intermediate Fund.

THE OPPORTUNITIES FUND

As of December 31, 1994 there were 4,728 holders of the
Class A shares of beneficial interest of the Opportunities Fund
and there were 381 holders of the Class B shares of beneficial
interest of the Opportunities Fund.

THE MONEY MARKET FUND

As of December 31, 1994 there were 2,980 holders of
the shares of beneficial interest of the Money Market Fund.

ITEM 27. INDEMNIFICATION

The information required by this item is incorporated
by reference from the Registrants' initial Registration
Statements on Form N-1A under the Investment Company Act
of 1940 (File Nos. 811-3741 for Putnam New
York Tax Exempt Income Trust, 811-6176 for Putnam New York Tax
Exempt Opportunities Fund and 811-5335 for Putnam New York Tax
Exempt Money Market Fund).
<PAGE>
<PAGE>
<PAGE>

Item 28. Business and Other Connections of Investment Adviser

Except as set forth below, the directors and officers
of the Registrant's investment adviser have been engaged during
the past two fiscal years in no business, vocation or employment
of a substantial nature other than as directors or officers of
the investment adviser or certain of its corporate affiliates.
Certain officers of the investment adviser serve as officers of
some or all of the Putnam funds. The address of the investment
adviser, its corporate affiliates and the Putnam Funds is One
Post Office Square, Boston, Massachusetts 02109.

NAME NON-PUTNAM BUSINESS AND OTHER
CONNECTIONS

John V. Adduci Prior to July, 1993, Human Resources
Assistant Vice President Manager, First Security Services, 80
Main St., Reading, MA 01867

Gail S. Attridge Prior to November, 1993, International
Vice President Analyst, Keystone Custodian Funds,
200 Berkley Street, Boston, MA 02116

James E. Babcock Prior to June, 1994, Interest
Assistant Vice President Supervisor, Salomon Brothers, Inc.
7 World Trade Center, New York, NY
10048
Prior to June, 1993, Audit Manager,
Coopers & Lybrand, One Sylvan Way,
Parsipanny, NJ 07054

Robert K. Baumbach Prior to August, 1994, Vice President
Vice President and Analyst, Keystone Custodian
funds, 200 Berkely St., Boston, MA
02110

Sharon A. Berka Prior to January, 1994, Vice
Vice President President - Compensation Manager,
BayBanks, Inc., 175 Federal Street,
Boston, MA 02110

Edward P. Bousa Prior to October, 1992, Vice President
Senior Vice President and Portfolio Manager, Fidelity
Investments, 82 Devonshire St.,
Boston, MA 02109

Michael F. Bouscaren Prior to May, 1994, President and
Senior Vice President Chairman of the Board of Directors
at Salomon Series Funds, Inc. and a
Director of Salomon Brothers Asset
Management, 7 World Trade Center,
New York, NY 10048

Brett Browchuk Prior to April, 1994, Managing
Managing Director Director, Fidelity Investments, 82
Devonshire St., Boston, MA 02109

Carolyn S. Bunten Prior to July, 1993, Assistant Trader,
Assistant Vice President Scudder Stevens & Clark, Inc., 175
Federal St., Boston, MA 02110

Andrea Burke Prior to August, 1994, Vice President
Vice President and Portfolio Manager, Back Bay
Advisors, 399 Boylston St., Boston,
MA 02116

John M. Burton Prior to June, 1994, Manager --
Assistant Vice President Marketing Asset Management Pension
Services, The Travelers, Inc., 1
Tower Square, Hartford, CT 06183

Patricia A. Carey Prior to May, 1993, Research Analyst,
Assistant Vice President John Hancock Financial Services, 100
Clarendon St., Boston, MA 02116

Peter Carman Prior to August, 1993, Chief
Senior Managing Director Investment Officer, Chairman, U.S.
Equity Investment Policy Committee,
Member of Board of Directors,
Sanford C. Bernstein & Co., Inc.,
767 Fifth Avenue, New York, NY 10153

Steven Cheshire Prior to January, 1994, Assistant
Vice President Vice President, Wellington
Management, 75 State Street, Boston,
MA 02109

Anna Coppola Prior to May, 1993, Associate,
Assistant Vice President Heidrick & Struggles, One Post
Office Square, Boston, MA 02109

Kathleen Crews Prior to February, 1993, Assistant
Assistant Vice President Vice President, Alliance Capital
Management, L.P., 1345 Avenue of
the Americas, New York, NY 10105
York, NY

Kenneth L. Daly Prior to September, 1993, Vice
Senior Vice President President, Fidelity Investments,
82 Devonshire St., Boston, MA 02109
<PAGE>
John A. DeTore Prior to January, 1994, Director of
Managing Director Quantitative Portfolio Management,
Wellington Management, 75 State
Street, Boston, Ma 02109

Michael G. Dolan Prior to February, 1994, Senior
Assistant Vice President Financial Analyst, General Electric
Company, 1000 Western Ave., Lynn, MA
01905

Joseph Eagleeye Prior to August, 1994, Associate,
Assistant Vice President David Taussig & Associates, 424
University Ave., Sacremento, CA
95813

Richard B. England Prior to December, 1992, Investment
Senior Vice President Officer, Aetna Equity Investors,
151 Farmington Avenue, Hartford,
CT, 06156

Jonathan H. Francis Prior to March, 1993, President,
Senior Vice President J.H. Francis & Co., N. Pheasant
Lane, Westport, CT 06880

James F. Giblin Prior to April, 1993, Managing
Senior Vice President Director, CIGNA Corp. Investments,
Inc., 900 Cottage Grove Rd.
Bloomfield, CT 06152

Thomas C. Goggins Prior to June, 1993, Portfolio
Vice President Manager, Transamerica Investment
Services, 1150 South Olive Street,
Los Angeles, CA 90015

Mark D. Goodwin Prior to May, 1994, Manager, Audit &
Assistant Vice President Operations Analysis, Mitre
Corporation, 202 Burlington Rd.,
Bedford, MA 01730

Stephen Gorman Prior to July, 1994, Financial
Assistant Vice President Analyst, Boston Harbor Trust
Company, 100 Federal St., Boston, MA
02110

Daniel J. Grim Prior to May 1993, Consultant,
Vice President Connie Lee, 2445 M Street N.W.,
Washington, D.C. 20037;
Chief Operating Officer, Boardwalk,
Inc., Minocqua, WI 54548
<PAGE>
Billy P. Han Prior to December, 1992, Vice
Vice President President, Scudder, Stevens & Clark,
Inc., 160 Federal Street, Boston, MA
02110

Deborah R. Healy Prior to June, 1994, Senior Equity
Senior Vice President Trader, Fidelity Management &
Research Company, 82 Devonshire St.,
Boston, MA 02109

Lisa Heitman Prior to July, 1994, Securities
Analyst, Lord, Abbett & Company, 767
Fifth Ave., New York, NY 10153

Michael F. Hotchkiss Prior to May, 1994, Vice President,
Vice President Massachusetts Financial Services,
500 Boylston St., Boston, MA 02116

Walter Hunnewell, Jr. Prior to April, 1994, Managing
Vice President Director, Veronis, Suhler &
Associates, 350 Park Avenue, New
York, NY 10022

Stephon A. Jackson Prior to December, 1992, nalyst,
Assistant Vice President Arco Investment Management Co.,
515 South Flower Street,
Los Angeles, CA 91030

Jeffrey L. Knight Prior to March, 1993, Teacher,
Vice President Greater Newburyport Educational
Collaborative, Newburyport, MA 01950

Jeffrey J. Kobylarz Prior to May, 1993, Credit Analyst,
Vice President Dean Witter Reynolds, Inc.,
Two World Trade Center,
New York, NY 10048

D. William Kohli Prior to September, 1994, Executive
Senior Vice President Vice President and Co-Director of
Global Bond Managment; Prior to
1993, Portfolio Manager, Franklin
Advisors/Templeton Investment
Counsel, 777 Mariners Island Blvd.,
San Mateo, CA 94404
<PAGE>
Karen R. Korn Prior to June, 1994, Vice President,
Vice President Assistant to the President, Designs,
Inc. 1244 Boylston St., Chestnut
Hill, MA 02167
Prior to March, 1993, Vice President,
Paine Webber, Inc., 265 Franklin
St., Boston, MA 02110

Bruce M. Landers Prior to February, 1993, Manager,
Assistant Vice President Purchasing, Vicor Coproration, 23
Frontage Road, Andover, MA 01810

Lawrence J. Lasser Director, Marsh & McLennan Companies,
President, Director Inc., 1221 Avenue of the Americas,
and Chief Executive New York, NY 10020
Officer Director, INROADS/Central New England,
Inc., 99 Bedford St., Boston,
MA 02111

John A. Libertine, Jr. Prior to December, 1992, Tax Manager,
Assistant Vice President Coopers & Lybrand, One Post Office
Square, Boston, MA 02109

Jeff Lindsay Prior to April, 1994, Vice President
Vice President and Board Member, Strategic
Portfolio Management, 900 Ashwood
Parkway, Suite 290, Atlanta, GA
30338

Robert A. Madore Prior to October, 1992, Senior Vice
Vice President President and Portfolio Manager,
Fiduciary Captial Management, Inc.
51 Sherman Hill Rd., Woodbury,
CT 06798

Frederick S. Marius Prior to September, 1992, Associate
Assistant Vice President Attorney at Skadden Arps, One
Associate Counsel Beacon St., Boston, MA 02109

Michael Martino Prior to January, 1994, Executive
Senior Vice President Vice President and Chief Investment
Officer until 1992; Senior Vice
President and Portfolio Manager from
1990 to 1992, Back Bay Advisors, 399
Boylston St, Boston, MA 02116

Andrew S. Matteis Prior to March, 1993, Vice President,
Vice President Fitch Investors Service, One
State Street Plaza, New York,
NY 10004

Susan McCormack Prior to May, 1994, Associate
Vice President Investment Banker, Merrill Lynch &
Co., 350 South Grand Ave., Suite
2830, Los Angeles, CA 90071

Michael J. Mufson Prior to June, 1993, Senior Equity
Vice President Analyst, Stein Roe & Farnham,
One South Wacker Drive, Chicago, Il
60606

Warren S. Naphtal Prior to January, 1994, Managing
Senior Vice President Director, Continental Bank, 231
So. Lasalle St., Chicago, IL 60697

Jeffrey W. Netols Prior to February, 1993, Portfolio
Senior Vice President Analyst, Associated Bank,
200 N. Adams, Greenbay, WI 54307

Patrick C. O'Donnell, Jr. Prior to May, 1994, President,
Managing Director Exeter Research, Inc., 163 Water
Street, Exeter, New Hampshire, 03833

Brian O'Keefe Prior to December, 1993, Vice
Vice President President - Foreign Exchange
Trader, Bank of Boston, 100 Federal
Street, Boston, MA 02109

Pat G. Patel Prior to April, 1993, Regional
Vice President Manager, Zacks Investment Research,
155 N. Wacker Drive, Chicago,
IL 60606

Margaret Pietropaolo Prior to January, 1994, Data Base/
Assistant Vice President Production Analyst, Wellington
Management, 75 State Street, Boston,
MA 02109

George Putnam Chairman and Director, Putnam Mutual
Chairman and Director Funds Corp.
Director, The Boston Company, Inc.,
One Boston Place, Boston, MA 02108
Director, Boston Safe Deposit and
Trust Company, One Boston Place,
Boston, MA 02108
Director, Freeport-McMoRan, Inc., 200
Park Avenue, New York, NY 10166
Director, General Mills, Inc., 9200
Wayzata Boulevard, Minneapolis,
MN 55440
Director, Houghton Mifflin Company,
One Beacon Street, Boston, MA 02108
Director, Marsh & McLennan Companies,
Inc., 1221 Avenue of the Americas,
New York, NY 10020
Director, Rockefeller Group, Inc.,
1230 Avenue of the Americas,
New York, NY 10020

Christopher A. Ray Prior to December, 1992, Vice
Vice President President and Portfolio Manager at
Scudder, Stevens & Clark, Inc., 160
Federal Street, Boston, MA 02110

Mark J. Siegel Prior to June, 1993, Vice President,
Vice President Salomon Brothers International,
Ltd., Victoria Plaza, 111 Buckingham
Palace Road, London SW1W 0SB,
England

Joanne Soja Prior to June, 1993, Managing
Senior Vice President Director/Portfolio Manager,
Chancellor Capital Management,
153 East 53rd Street, New York, NY
10002

George W. Stairs Prior to July, 1994, Equity Research
Vice President Analyst, ValueQuest Limited,
Roundy's Hill, Marblehead, MA 01945

Hillary F. Till Prior to May, 1994, Fixed-Income
Vice President Deritive Trader, Bank of Boston,
100 Federal Street, Boston, MA 02109
Prior to December, 1993, Equity
Analyst, Harvard Management Company,
600 Atlantic St., Boston, MA 02109

Bonnie L. Troped Prior to May, 1993, Assistant Vice
Vice President President/Director of Corporate
Events, The Boston Company, One
Boston Place, Boston, MA 02108

Elizabeth A. Underhill Prior to August, 1994, Vice President
Vice President and Senior Equity Analyst, State
Street Bank and Trust Company, 225
Franklin St., Boston, MA 02110

Charles C. Van Vleet Prior to August, 1994, Vice President
Senior Vice President and Fixed-Income Manager, Alliance
Capital Management, 1345 Avenue of
the Americas, New York, NY 10105

Michael R. Weinstein Prior to March, 1994, Management
Vice President Consultant, Arthur D. Little, Acorn
Park, Cambridge, MA 02140

Item 29. Principal Underwriter

(a) Putnam Mutual Funds Corp. is the principal underwriter for
each of the following investment companies, including the
Registrant:

Putnam Adjustable Rate U.S. Government Fund, Putnam American
Government Income Fund, Putnam Arizona Tax Exempt Income Fund,
Putnam Asia Pacific Growth Fund, Putnam Asset Allocation Funds,
Putnam Balanced Government Fund, Putnam California Tax Exempt
Income Trust, Putnam California Tax Exempt Money Market Fund,
Putnam Capital Appreciation Fund, Putnam Capital Growth and
Income Fund, Putnam Capital Manager Trust, Putnam Convertible
Income-Growth Trust, Putnam Corporate Asset Trust, Putnam
Diversified Equity Trust, Putnam Diversified Income Trust, Putnam
Dividend Growth Fund, Putnam Equity Income Fund, Putnam Europe
Growth Fund, Putnam Federal Income Trust, Putnam Florida Tax
Exempt Income Fund, The George Putnam Fund of Boston, Putnam
Global Governmental Income Trust, Putnam Global Growth Fund,
Putnam Growth Fund, The Putnam Fund for Growth and Income, Putnam
Health Sciences Trust, Putnam High Yield Trust, Putnam High Yield
Advantage Fund, Putnam Income Fund, Putnam Intermediate Tax
Exempt Income Fund, Putnam Investors Fund, Putnam Managed Income
Trust, Putnam Massachusetts Tax Exempt Income Fund II, Putnam
Michigan Tax Exempt Income Fund II, Putnam Minnesota Tax Exempt
Income Fund II, Putnam Money Market Fund, Putnam Municipal Income
Fund, Putnam Natural Resources Fund, Putnam New Jersey Tax Exempt
Income Fund, Putnam New Opportunities Fund, Putnam New York Tax
Exempt Income Fund, Putnam New York Tax Exempt Money Market Fund,
Putnam New York Tax Exempt Opportunities Fund, Putnam Ohio Tax
Exempt Income Fund II, Putnam OTC Emerging Growth Fund, Putnam
Overseas Growth Fund, Putnam Pennsylvania Tax Exempt Income Fund,
Putnam Research Analyst Fund, Putnam Tax-Free Income Trust,
Putnam Tax Exempt Income Fund, Putnam Tax Exempt Money Market
Fund, Putnam U.S. Government Income Trust, Putnam Utilities
Growth and Income Fund, Putnam Vista Fund, Putnam Voyager Fund

(b) The directors and officers of the Registrant's principal
underwriter are:<PAGE>
<TABLE>
<CAPTION>
Positions and Offices Positions and Offices
Name with Underwriter with Registrant
<C> <C> <C>
John V. Adduci Assistant Vice President None
Christopher S. Alpaugh Vice President None
Paulette C. Amisano Vice President None
Ronald J. Anwar Vice President None
Karen M. Apatow Assistant Vice President None
Steven E. Asher Senior Vice President None
Georgette M. Bacca Vice President None
Ira G. Baron Senior Vice President None
John L. Bartlett Senior Vice President None
Steven M. Beatty Vice President None
Matthew F. Beaudry Vice President None
Robert A. Benish Vice President None
John J. Bent Vice President None
Sharon A. Berka Vice President None
James R. Besher Vice President None
Suzanne J. Bessett Vice President None
Maureen L. Boisvert Vice President None
Keith R. Bouchard Vice President None
Leslee R. Bresnahan Vice President None
James D. Brockelman Senior Vice President None
Scott C. Brown Vice President None
Gail Buckner Senior Vice President None
Robert W. Burke Senior Managing Director None
Richard P. Busher Vice President None
Ellen S. Callahan Assistant Vice President None
William A. Campagna Senior Vice President None
Charles A. Carey Assistant Vice President None
Patricia A. Cartwright Assistant Vice President None
Christopher D. Caton Assistant Vice President None
Stephen J. Chaput Assisant Vice President None
Daniel J. Church Vice President None
James E. Clinton Assistant Vice President None
Kathleen M. Collman Managing Director None
Mark L. Coneeny Vice President None
Donald A. Connelly Senior Vice President None
Anna Coppola Assistant Vice President None
F. Nicholas Corvinus Senior Vice President None
Kenneth L. Daly Senior Vice President None
Edward H. Dane Assistant Vice President None
Nancy M. Days Assistant Vice President None
Daniel J. Delianedis Vice President None
J. Thomas Depres Senior Vice President None
Michael G. Dolan Assistant Vice President None
Scott M. Donaldson Vice President None
Emily J. Durbin Assistant Vice President None
David B. Edlin Senior Vice President None
James M. English Senior Vice President None
Vincent Esposito Senior Vice President None
Mary K. Farrell Assistant Vice President None
Susan H. Feldman Vice President None
Michael J. Fetcher Assistant Vice President None
Paul F. Fichera Senior Vice President None
C. Nancy Fisher Senior Vice President None
Mitchell B. Fishman Vice President None
Joseph C. Fiumara Vice President None
Patricia C. Flaherty Senior Vice President None
Judy P. Frodigh Vice President None
Samuel F. Gagliardi Vice President None
Judy S. Gates Vice President None
Richard W. Gauger Assistant Vice President None
Joseph P. Gennaco Vice President None
Steven E. Gibson Managing Director None
Mark D. Goodwin Assistant Vice President None
Robert Goodman Managing Director None
Robert G. Greenly Vice President None
Thomas W. Halloran Vice President None
Marilyn M. Hausammann Senior Vice President None
Howard W. Hawkins, III Vice President None
Deanna R. Hayes-Castro Assistant Vice President None
Paul P. Heffernan Vice President None
Susan M. Heimanson Vice President None
Bradley J. Hilsabeck Vice President None
Bess J.M. Hochstein Vice President None
Maureen A. Holmes Assistant Vice President None
William J. Hurley Senior Vice President None
Gregory E. Hyde Vice President None
Dwight D. Jacobsen Senior Vice President None
Douglas B. Jamieson Director and Senior Managing Director None
Jay M. Johnson Vice President None
Kevin M. Joyce Senior Vice President None
John P. Keating Vice President None
James J. Kilbane Vice President None
Deborah H. Kirk Senior Vice President None
Jill A. Koontz Assistant Vice President None
Howard H. Kreutzberg Senior Vice President None
Edward V. Lewandowski Senior Vice President None
Edward V. Lewandowski, Jr. Vice President None
Samuel L. Lieberman Vice President None
Rufino R. Lomba Vice President None
Maura A. Lockwood Assistant Vice President None
Robert F. Lucey Senior Managing Director None
Philip J. Lussier Managing Director None
Ann Malatos Assistant Vice President None
Renee L. Maloof Assistant Vice President None
Frederick S. Marius Assistant Vice President None
Karen E. Marotta Vice President None
Jill Maserian Vice President None
Kathleen M. McAnulty Assistant Vice President None
Anne B. McCarthy Assistant Vice President None
Mark J. McKenna Vice President None
Marla J. McDougall Assistant Vice President None
Walter S. McFarland Vice President None
Greg J. McMillan Assistant Vice President None
Robert E. McMurtrie Vice President None
Claye A. Metelmann Assistant Vice President None
J. Chris Meyer Senior Vice President None
Douglas W. Miller Vice President None
Ronald K. Mills Vice President None
Mitchell L. Moret Vice President None
Donald E. Mullen Vice President None
Brendan R. Murray Vice President None
Robert Nadherny Vice President None
Alexander L. Nelson Managing Director None
Jane M. Nickodemus Vice President None
John P. Nickodemus Vice President None
Michael C. Noonis Assistant Vice President None
Peter A. Nyhus Vice President None
Kristen P. O'Brien Vice President None
Lorie C. O'Malley Senior Vice President None
Kevin L. O'Shea Vice President None
Philip G. Padgett, Jr. Vice President None
Richard N. Pallan Senior Managing Director None
Scott A. Papes Vice President None
Cynthia O. Parr Vice President None
John D. Pataccoli Vice President None
Joseph Phoenix Vice President None
Jeffrey E. Place Senior Vice President None
Keith Plapinger Vice President None
Douglas H. Powell Vice President None
George Putnam Director Chairman & President
Susannah Psomas Vice President None
Robert B. Rowe Vice President None
Kevin A. Rowell Senior Vice President None
Thomas C. Rowley Vice President None
Deborah A. Ryan Assistant Vice President None
Charles Ruys de Perez Vice President None
Catherine A. Saunders Senior Vice President None
Robbin L. Saunders Assistant Vice President None
Karl W. Saur Vice President None
Christine A. Scordato Vice President None
Joseph W. Scott Assistant Vice President None
Kathleen G. Sharpless Senior Vice President None
John F. Sharry Managing Director None
John B. Shamburg Vice President None
Vincent P. Sheehan Vice President None
William N. Shiebler Director, Chief Executive Vice President
Officer and President
Daniel S. Shore Vice President None
Mark J. Siebold Assistant Vice President None
Gordon H. Silver Senior Managing Director Vice President
Barry Sommers Vice President None
Nicholas T. Stanojev Vice President None
Brian L. Sullivan Vice President None
Kevin J. Sullivan Vice President None
Moira A. Sullivan Vice President None
Janet C. Sweeney Vice President None
Edward M. Syring, Jr. Vice President None
James S. Tambone Senior Vice President None
B. Iris Tanner Assistant Vice President None
Louis Tasiopoulos Senior Vice President None
David S. Taylor Vice President None
John R. Telling Vice President None
Richard B. Tibbetts Senior Vice President None
Patrice M. Tirado Vice President None
Janet E. Tosi Assistant Vice President None
John C. Tredinnick Vice President None
Bonnie L. Troped Vice President None
Larry R. Unger Vice President None
Douglas J. Vander Linde Vice President None
John F. Wallin Senior Vice President None
Edward F. Whalen Vice President None
Robert J. Wheeler Senior Vice President None
John B. White Vice President None
Kirk E. Williamson Senior Vice President None
Leigh T. Williamson Vice President None
Benjamin Woloshin Vice President None
William H. Woolverton Senior Vice President and Clerk None
Timothy R. Young Vice President None
SooHee L. Zebedee Assistant Vice President None
</TABLE>

The principal business address of each person listed above is One
Post Office Square, Boston, MA 02109, except for:

Mr. Alpaugh, 5980 Richmond Highway, Alexandria, VA 22303
Mr. Anwar, 25-49 86th St. Jackson Heights, NY 11369
Mr. Baron, 31 Cala Moreya, Laguna Niguel, CA 92667
Mr. Bartlett, 7 Farifield St., Boston, MA 02116
Mr. Besher, 14000 Margaux, Town & Country, MO 63017
Ms. Besset, 1140 North LaSalle Blvd, Chicago, IL 60610
Mr. Bouchard, 18 Brice Rd., Annapolis, MD 21401
Mr. Brown, 221 East Mallord Drive, Boise, ID 83706
Ms. Buckner, 8338 Timber Trail, Pittsburgh, PA 15237
Mr. Busher, 12005 Ridge Knoll Drive, Fairfax, VA 22033
Mr. Campagna, 2179-D Lake Park Drive, Smyrna, GA 30080
Mr. Church, 4504 Sir Winston Place, Charlotte, NC 28211
Mr. Connelly, 4634 Mirada Way, Sarasota, FL 34238
Mr. Corvinus, 208 Water St., Newburyport, MA 01950
Mr. Deliandis, 206 Promontory Drive, Newport Beach, CA 92660
Mr. Edlin, 7 River Road, 305 Palmer Point, Cos Cob, CT 06807
Mr. English, 1184 Pintail Circle, Boulder, CO 80303
Mr. Goodman, 14 Clover Place, Cos Cob, CT 06807
Mr. Halloran, 978 W. Creek Lane, Westlake Village, CA 91362
Mr. Hyde, 3305 Sulky, Marietta, GA 30067
Mr. Jacobsen, 2744 Joyce Ridge Drive, Chesterfield, MO 63017
Mr. Johnson, 200 Clock Tower Place, Carmel, CA 93923
Mr. Keating, 5521 Greenville Avenue, Dallas, TX 75206
Ms. Kirk, 124 Rivermist Dr., Buffalo, NY 14202
Mr. Lewandowski, 805 Darrell Road, Hillsborough, CA 94010
Mr. Lewandowski, Jr., 2120 The Strand, Manhattan Beach, CA 90266
Mr. Lieberman, 200 Roy St., Seattle, WA 98199
Mr. McFarland, 8012 Dancing Fern Trail, Chattanooga, TN 37421
Mr. McMillan, 203 D. Zigler St., Zelienople, PA 16063
Mr. McMurtrie, 14529 Glastonbury, Detroit, MI 48223
Mr. Miller, 260 West 72nd St., New York, NY 10023
Mr. Moret, 4519 Lawn Avenue, Western Springs, IL 60558
Mr. Murray, 13 Ridge Court, Saratoga Springs, NY 12866
Mr. Nadherny, 9714 Marmount Drive, Seattle, WA 98117
Mr. and Mrs. Nickodemus, 1232 B Louden St., Cincinnati, OH 45202
Mr. Nyhus, 7203 Oak Pointe Curve, Bloomington, MN 55438
Mr. Padgett, Jr., 7709 Charleston Drive, Bethesda, MD 20817
Mr. Papes, 3102 Wood View Bridge Drive, Kansas City, KS 66103
Mr. Pataccoli, 125 41st Street, Manhattan Beach, Ca 90266
Mr. Phoenix, 1426 Asbury Avenue, Hubbard Woods, IL 60093
Mr. Place, 4211 Loch Highland Parkway, Roswell, GA 30075
Mr. Powell, 1508 Ruth Lane, Newport Beach, CA 92660
Mr. Rowe, 109 Shore Drive, Longwood, FL 32779
Mr. Rowell, 1508 Ruth Lane, Newport Beach, CA 92660
Mr. Rowley, 237 Peeke Avenue, Kirkwood, MO 63122
Ms. Saunders, 39939 Stevenson Common, Freemont, CA 94538
Mr. Shamburg, 10603 N. 100th Street, Scottsdale, AZ 85260
Mr. Sheehan, Parkway Center, 1150 Galapago, Denver, CO 80204
Mr. Shore, 2870 Pharr Court South, N.W., Atlanta, BA 30305
Mr. Sommers, 397 North Little Pour, New City, NY 10956
Mr. B. Sullivan, 777 Pinoake Road, Mt. Lebanon, PA 15243
Ms. M. Sullivan, 493 Zinfandel Lane, St. Helena, CA 94574
Ms. Sweeney, 8 Surf Street, Marblehead, MA 01945
Mr. Syring, 7540 Mandarian Dr., Boca Raton, FL 33433
Mr. Tambone, 10 Commercial Wharf, Boston, MA 02110
Mr. Tredinnick, 2995 Glenwood Drive, Boulder, CO 80301
Mr. Telling, 1995 Delaware Ave., Buffalo, NY 14216
Mr. Unger, 212 E. Broadway, New York, NY 10002
Mr. Vessels, 7 Riverview Drive, Norwalk, CT 06850
Mr. Williamson, 32 Kramer Place, Mandeville, LA 70448
Mr. White, 23 Wellington St., Arlington, MA 02174
Mr. Woloshin, 730 North Bundy Drive, Los Angeles, CA 90049

<PAGE>
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

Persons maintaining physical possession of accounts,
books and other documents required to be maintained by Section
31(a) of the Investment Company Act of 1940 and the Rules
promulgated thereunder are Registrants' Clerk, Beverly
Marcus; Registrants' investment adviser, Putnam Investment
Management, Inc.; Registrants' principal underwriter, Putnam
Mutual Funds Corp.; Registrants' custodian, Putnam Fiduciary
Trust Company ("PFTC"); and Registrants' transfer and dividend
disbursing agent, Putnam Investor Services, a division of PFTC.
The address of the Clerk, investment adviser, principal
underwriter, custodian and transfer and dividend disbursing agent
is One Post Office Square, Boston, Massachusetts 02109.

ITEM 31. MANAGEMENT SERVICES

None.

ITEM 32. UNDERTAKINGS

Each Registrant undertakes to furnish to each
person to whom a prospectus of the Registrant is delivered a copy
of the Registrant's latest annual report to shareholders, upon
request and without charge.
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in
Post-Effective Amendment Nos. 16 and 6 to the Registration
Statements of Putnam New York Tax Exempt Income Trust and
Putnam New York Tax Exempt Money Market Fund on Form N-1A
(File Nos. 2-83909 and 33-17344), respectively, of our report
dated January 12, 1995 for Putnam New York Tax Exempt
Income Fund , our report dated January 12, 1995 for
Putnam New York Intermediate Tax Exempt Fund , and our report
dated January 12, 1995 for Putnam New York Tax Exempt
Money Market Fund , on our audits of the financial
statements and "Financial highlights " of Putnam New
York Tax Exempt Income Fund , Putnam New York Intermediate Tax
Exempt Fund and Putnam New York Tax Exempt Money Market
Fund , respectively, which reports are included in
the respective Annual Reports to shareholders of
Putnam New York Tax Exempt Income Fund , Putnam New York
Intermediate Tax Exempt Fund and Putnam New York Tax Exempt
Money Market Fund for the year ended November 30,
1994 .

We also consent to the reference to our firm
under the captions "Financial highlights" in the Prospectus and
"Independent Accountants and Financial Statements" in the
Statement of Additional Information.

COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
January 20, 1995

<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in
the Prospectus and Statement of Additional Information
constituting parts of this Post-Effective Amendment No. 5, 16 and
6 to the Registration Statements on Form N-1A of Putnam New York
Tax Exempt Opportunities Fund, Putnam New York Tax Exempt Income
Trust and Putnam New York Tax Exempt Money Market Fund,
respectively, (File Nos. 33-37001, 2-83909 and 33-17344,
respectively,) (the "Registration Statements") of our report
dated November 11, 1994, relating to the financial statements and
financial highlights appearing in the September 30, 1994 Annual
Report of Putnam New York Tax Exempt Opportunities Fund, which
financial statements and financial highlights are also
incorporated by reference into the Registration Statements. We
also consent to the references to us under the heading
"Independent Accountants and Financial Statements" in such
Statement of Additional Information and under the heading
"Financial highlights" in such Prospectus.

PRICE WATERHOUSE LLP
Boston, Massachusetts
January 20, 1995

--------------------------

NOTICE

A copy of the Agreement and Declarations of
Trust of each of Putnam New York Tax Exempt Income
Trust, Putnam New York Tax Exempt Opportunities Fund and
Putnam New York Tax Exempt Money Market Fund are on file with the
Secretary of State of The Commonwealth of Massachusetts and
notice is hereby given that this instrument is executed on behalf
of each Registrant by an officer of each Registrant as an officer
and not individually and the obligations of or arising out of
this instrument are not binding upon any of the Trustees,
officers or shareholders individually but are binding only upon
the assets and property of the Registrants.
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933
and the Investment Company Act of 1940 each Registrant
certifies that it meets all of the requirements for effectiveness
of this Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and has duly caused this Amendment to
its Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized,
in the City of Boston, and The Commonwealth of Massachusetts, on
the 1st day of February, 1995 .

PUTNAM NEW YORK TAX EXEMPT INCOME
TRUST
PUTNAM NEW YORK TAX EXEMPT
OPPORTUNITIES
FUND
PUTNAM NEW YORK TAX EXEMPT MONEY MARKET
FUND

By: Gordon H. Silver, Vice President

Pursuant to the requirements of the Securities Act of
1933, this Amendment to the Registration Statements of Putnam New
York Tax Exempt Income Trust, Putnam New York Tax Exempt
Opportunities Fund and Putnam New York Tax Exempt Money
Market Fund have been signed below by the following persons in
the capacities and on the dates indicated.

SIGNATURE TITLE

George Putnam President and Chairman of the Board;
Principal Executive Officer; Trustee

William F. Pounds Vice Chairman; Trustee

John D. Hughes Vice President; Treasurer and
Principal Financial Officer

Paul G. Bucuvalas Assistant Treasurer and Principal
Accounting Officer

Jameson Adkins Baxter Trustee

Hans H. Estin Trustee

John A. Hill Trustee

Elizabeth T. Kennan Trustee

Lawrence J. Lasser Trustee

Robert E. Patterson Trustee

Donald S. Perkins Trustee

George Putnam, III Trustee

A.J.C. Smith Trustee

W. Nicholas Thorndike Trustee

By: Gordon H. Silver,
as Attorney-in-Fact
February 1, 1995

PUTNAM NEW YORK TAX EXEMPT INCOME TRUST

-----------------------

AMENDED AND RESTATED AGREEMENT
AND DECLARATION OF TRUST

------------------------

This AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST made at Boston,
Massachusetts, this 6th day of May, 1994 and effective as
hereafter provided, hereby amends and restates in its entirety
the Trust's amended and restated Agreement and Declaration of
Trust dated November 9, 1992.

WITNESSETH that

WHEREAS, this Trust has been formed to carry on the business
of an investment company; and

WHEREAS, the Trustees have agreed to manage all property
coming into their hands as trustees of a Massachusetts voluntary
association with transferable shares in accordance with the
provisions hereinafter set forth.

NOW, THEREFORE, the Trustees hereby declare that they will
hold all cash, securities and other assets, which they may from
time to time acquire in any manner as Trustees hereunder IN TRUST
to manage and dispose of the same upon the following terms and
conditions for the pro rata benefit of the holders from time to
time of Shares in this Trust as hereinafter set forth.

ARTICLE I
NAME AND DEFINITIONS

NAME

Section 1. This Trust shall be known as "Putnam New York
Tax Exempt Income Trust", and the Trustees shall conduct the
business of the Trust under that name or any other name as they
may from time to time determine.

DEFINITIONS

Section 2. Whenever used herein, unless otherwise required
by the context or specifically provided:

(a) The "Trust" refers to the Massachusetts business trust
established by this Agreement and Declaration of Trust,
as amended from time to time;

(b) "Trustees" refers to the Trustees of the Trust named
herein or elected in accordance with Article IV;

(c) "Shares" means the equal proportionate transferable
units of interest into which the beneficial interest in
the Trust shall be divided from time to time or, if
more than one series or class of Shares is authorized
by the Trustees, the equal proportionate transferable
units into which each series or class of Shares shall
be divided from time to time;

(d) "Shareholder" means a record owner of Shares;

(e) The "1940 Act" refers to the Investment Company Act of
1940 and the Rules and Regulations thereunder, all as
amended from time to time;

(f) The terms "Affiliated Person", "Assignment",
"Commission", "Interested Person", "Principal
Underwriter" and "Majority Shareholder Vote" (the 67%
or 50% requirement of the third sentence of Section
2(a)(42) of the 1940 Act, whichever may be applicable)
shall have the meanings given them in the 1940 Act;

(g) "Declaration of Trust" shall mean this Amended and
Restated Agreement and Declaration of Trust as amended
or restated from time to time;

(h) "Bylaws" shall mean the Bylaws of the Trust as amended
from time to time;

(i) The term "series" or "series of Shares" refers to the
one or more separate investment portfolios of the Trust
into which the assets and liabilities of the Trust may
be divided and the Shares of the Trust representing the
beneficial interest of Shareholders in such respective
portfolios; and

(j) The term "class" or "class of Shares" refers to the
division of Shares into two or more classes as provided
in Article III, Section 1 hereof.

ARTICLE II
PURPOSE OF TRUST

The purpose of the Trust is to provide investors a managed
investment primarily in securities and debt instruments.
<PAGE>
ARTICLE III
SHARES

DIVISION OF BENEFICIAL INTEREST

Section 1. The Shares of the Trust shall be issued in one
or more series as the Trustees may, without shareholder approval,
authorize. Each series shall be preferred over all other series
in respect of the assets allocated to that series. The
beneficial interest in each series shall at all times be divided
into Shares, without par value, each of which shall, except as
provided in the following sentence, represent an equal
proportionate interest in the series with each other Share of the
same series, none having priority or preference over another.
The Trustees may, without shareholder approval, divide the Shares
of any series into two or more classes, Shares of each such class
having such preferences and special or relative rights and
privileges (including conversion rights, if any) as the Trustees
may determine and as shall be set forth in the Bylaws. The
number of Shares authorized shall be unlimited. The Trustees may
from time to time divide or combine the Shares of any series or
class into a greater or lesser number without thereby changing
the proportionate beneficial interest in the series or class.

OWNERSHIP OF SHARES

Section 2. The ownership of Shares shall be recorded on the
books of the Trust or a transfer or similar agent. No
certificates certifying the ownership of Shares shall be issued
except as the Trustees may otherwise determine from time to time.
The Trustees may make such rules as they consider appropriate for
the issuance of Share Certificates, the transfer of Shares and
similar matters. The record books of the Trust as kept by the
Trust or any transfer or similar agent, as the case may be, shall
be conclusive as to who are the Shareholders of each series and
class and as to the number of Shares of each series and class
held from time to time by each Shareholder.

INVESTMENT IN THE TRUST

Section 3. The Trustees shall accept investments in the
Trust from such persons and on such terms and for such
consideration, which may consist of cash or tangible or
intangible property or a combination thereof, as they from time
to time authorize.

All consideration received by the Trust for the issue or
sale of Shares of each series, together with all income,
earnings, profits, and proceeds thereof, including any proceeds
derived from the sale, exchange or liquidation thereof, and any
funds or payments derived from any reinvestment of such proceeds
in whatever form the same may be, shall irrevocably belong to the
series of Shares with respect to which the same were received by
the Trust for all purposes, subject only to the rights of
creditors, and shall be so handled upon the books of account of
the Trust and are herein referred to as "assets of" such series.

NO PREEMPTIVE RIGHTS

Section 4. Shareholders shall have no preemptive or other
right to subscribe to any additional Shares or other securities
issued by the Trust.

STATUS OF SHARES AND LIMITATION OF PERSONAL LIABILITY

Section 5. Shares shall be deemed to be personal property
giving only the rights provided in this Declaration of Trust or
the Bylaws. Every Shareholder by virtue of having become a
Shareholder shall be held to have expressly assented and agreed
to the terms of this Declaration of Trust and the Bylaws and to
have become a party hereto. The death of a Shareholder during
the continuance of the Trust shall not operate to terminate the
same nor entitle the representative of any deceased Shareholder
to an accounting or to take any action in court or elsewhere
against the Trust or the Trustees, but only to the rights of said
decedent under this Trust. Ownership of Shares shall not entitle
the Shareholder to any title in or to the whole or any part of
the Trust property or right to call for a partition or division
of the same or for an accounting, nor shall the ownership of
Shares constitute the Shareholders partners. Neither the Trust
nor the Trustees, nor any officer, employee or agent of the Trust
shall have any power to bind personally any Shareholder, nor
except as specifically provided herein to call upon any
shareholder for the payment of any sum of money or assessment
whatsoever other than such as the Shareholder may at any time
personally agree to pay.

ARTICLE IV
THE TRUSTEES

ELECTION

Section 1. A Trustee may be elected either by the
Trustees or by the Shareholders. There shall not be less than
three Trustees. The number of Trustees shall be fixed by the
Trustees. Each Trustee elected by the Trustees or the
Shareholders shall serve until he or she retires, resigns, is
removed or dies or until the next meeting of Shareholders called
for the purpose of electing Trustees and until the election and
qualification of his or her successor. At any meeting called for
the purpose, a Trustee may be removed by vote of two-thirds of
the outstanding shares.

EFFECT OF DEATH, RESIGNATION, ETC. OF A TRUSTEE

Section 2. The death, declination, resignation, retirement,
removal or incapacity of the Trustees, or any one of them, shall
not operate to annul the Trust or to revoke any existing agency
created pursuant to the terms of this Declaration of Trust.

POWERS

Section 3. Subject to the provisions of this Declaration of
Trust, the business of the Trust shall be managed by the
Trustees, and they shall have all powers necessary or convenient
to carry out that responsibility. Without limiting the
foregoing, the Trustees may adopt Bylaws not inconsistent with
this Declaration of Trust providing for the conduct of the
business of the Trust and may amend and repeal them to the extent
that such Bylaws do not reserve that right to the Shareholders;
they may fill vacancies in or add to their number, and may elect
and remove such officers and appoint and terminate such agents as
they consider appropriate; they may appoint from their own
number, and terminate, any one or more committees consisting of
two or more Trustees, including an executive committee which may,
when the Trustees are not in session, exercise some or all of the
power and authority of the Trustees as the Trustees may
determine; they may employ one or more custodians of the assets
of the Trust and may authorize such custodians to employ
subcustodians and to deposit all or any part of such assets in a
system or systems for the central handling of securities, retain
a transfer agent or a Shareholder servicing agent, or both,
provide for the distribution of Shares by the Trust, through one
or more principal underwriters or otherwise, set record dates for
the determination of Shareholders with respect to various
matters, and in general delegate such authority as they consider
desirable to any officer of the Trust, to any committee of the
Trustees and to any agent or employee of the Trust or to any such
custodian or underwriter.

Without limiting the foregoing, the Trustees shall have
power and authority:

(a) To invest and reinvest cash, and to hold cash
uninvested;

(b) To sell, exchange, lend, pledge, mortgage, hypothecate,
write options on and lease any or all of the assets of
the Trust;

(c) To vote or give assent, or exercise any rights of
ownership, with respect to stock or other securities or
property; and to execute and deliver proxies or powers
of attorney to such person or persons as the Trustees
shall deem proper, granting to such person or persons
such power and discretion with relation to securities
or property as the Trustees shall deem proper;

(d) To exercise powers and rights of subscription or
otherwise which in any manner arise out of ownership of
securities;

(e) To hold any security or property in a form not
indicating any trust, whether in bearer, unregistered
or other negotiable form, or in the name of the
Trustees or of the Trust or in the name of a custodian,
subcustodian or other depositary or a nominee or
nominees or otherwise;

(f) Subject to the provisions of Article III, Section 3, to
allocate assets, liabilities, income and expenses of
the Trust to a particular series of Shares or to
apportion the same among two or more series, provided
that any liabilities or expenses incurred by or arising
in connection with a particular series of Shares shall
be payable solely out of the assets of that series; and
to the extent necessary or appropriate to give effect
to the preferences and special or relative rights and
privileges of any classes of Shares, to allocate
assets, liabilities, income and expenses of a series to
a particular class of Shares of that series or to
apportion the same among two or more classes of Shares
of that series;

(g) To consent to or participate in any plan for the
reorganization, consolidation or merger of any
corporation or issuer, any security of which is or was
held in the Trust; to consent to any contract, lease,
mortgage, purchase or sale of property by such
corporation or issuer, and to pay calls or
subscriptions with respect to any security held in the
Trust;

(h) To join with other security holders in acting through a
committee, depositary, voting trustee or otherwise, and
in that connection to deposit any security with, or
transfer any security to, any such committee,
depositary or trustee, and to delegate to them such
power and authority with relation to any security
(whether or not so deposited or transferred) as the
Trustees shall deem proper, and to agree to pay, and to
pay, such portion of the expenses and compensation of
such committee, depositary or trustee as the Trustees
shall deem proper;

(i) To compromise, arbitrate or otherwise adjust claims in
favor of or against the Trust or any matter in
controversy, including but not limited to claims for
taxes;

(j) To enter into joint ventures, general or limited
partnerships and any other combinations or
associations;

(k) To borrow funds;

(l) To endorse or guarantee the payment of any notes or
other obligations of any person; to make contracts of
guaranty or suretyship, or otherwise assume liability
for payment thereof; and to mortgage and pledge the
Trust property or any part thereof to secure any of or
all such obligations;

(m) To purchase and pay for entirely out of Trust property
such insurance as they may deem necessary or
appropriate for the conduct of the business, including
without limitation, insurance policies insuring the
assets of the Trust and payment of distributions and
principal on its portfolio investments, and insurance
policies insuring the Shareholders, Trustees, officers,
employees, agents, investment advisers or managers,
principal underwriters, or independent contractors of
the Trust individually against all claims and
liabilities of every nature arising by reason of
holding, being or having held any such office or
position, or by reason of any action alleged to have
been taken or omitted by any such person as
Shareholder, Trustee, officer, employee, agent,
investment adviser or manager, principal underwriter,
or independent contractor, including any action taken
or omitted that may be determined to constitute
negligence, whether or not the Trust would have the
power to indemnify such person against such liability;
and

(n) To pay pensions for faithful service, as deemed
appropriate by the Trustees, and to adopt, establish
and carry out pension, profit-sharing, share bonus,
share purchase, savings, thrift and other retirement,
incentive and benefit plans, trusts and provisions,
including the purchasing of life insurance and annuity
contracts as a means of providing such retirement and
other benefits, for any or all of the Trustees,
officers, employees and agents of the Trust.

The Trustees shall not in any way be bound or limited by any
present or future law or custom in regard to investments by
trustees. Except as otherwise provided herein or from time to
time in the Bylaws, any action to be taken by the Trustees may be
taken by a majority of the Trustees present at a meeting of
Trustees (a quorum being present), within or without
Massachusetts, including any meeting held by means of a
conference telephone or other communications equipment by means
of which all persons participating in the meeting can hear each
other at the same time and participation by such means shall
constitute presence in person at a meeting, or by written
consents of a majority of the Trustees then in office.

PAYMENT OF EXPENSES BY TRUST

Section 4. The Trustees are authorized to pay or to cause
to be paid out of principal or income of the Trust, or partly out
of principal and partly out of income, as they deem fair, all
expenses, fees, charges, taxes and liabilities incurred or
arising in connection with the Trust, or in connection with the
management thereof, including, but not limited to, the Trustees'
compensation and such expenses and charges for the services of
the Trust's officers, employees, investment adviser or manager,
principal underwriter, auditor, counsel, custodian, transfer
agent, Shareholder servicing agent, and such other agents or
independent contractors and such other expenses and charges as
the Trustees may deem necessary or proper to incur, provided,
however, that all expenses, fees, charges, taxes and liabilities
incurred or arising in connection with a particular series of
Shares shall be payable solely out of the assets of that series.

OWNERSHIP OF ASSETS OF THE TRUST

Section 5. Title to all of the assets of each series of
Shares and of the Trust shall at all times be considered as
vested in the Trustees.

ADVISORY, MANAGEMENT AND DISTRIBUTION

Section 6. Subject to a favorable Majority Shareholder
Vote, the Trustees may, at any time and from time to time,
contract for exclusive or nonexclusive advisory and/or management
services with any corporation, trust, association or other
organization (the "Manager"), every such contract to comply with
such requirements and restrictions as may be set forth in the
Bylaws; and any such contract may contain such other terms
interpretive of or in addition to said requirements and
restrictions as the Trustees may determine, including, without
limitation, authority to determine from time to time what
investments shall be purchased, held, sold or exchanged and what
portion, if any, of the assets of the Trust shall be held
uninvested and to make changes in the Trust's investments. The
Trustees may also, at any time and from time to time, contract
with the Manager or any other corporation, trust, association or
other organization, appointing it exclusive or nonexclusive
distributor or principal underwriter for the Shares, every such
contract to comply with such requirements and restrictions as may
be set forth in the Bylaws; and any such contract may contain
such other terms interpretive of or in addition to said
requirements and restrictions as the Trustees may determine.

The fact that:

(i) any of the Shareholders, Trustees or officers of the
Trust is a shareholder, director, officer, partner,
trustee, employee, manager, adviser, principal
underwriter or distributor or agent of or for any
corporation, trust, association, or other organization,
or of or for any parent or affiliate of any
organization, with which an advisory or management
contract, or principal underwriter's or distributor's
contract, or transfer, Shareholder servicing or other
agency contract may have been or may hereafter be made,
or that any such organization, or any parent or
affiliate thereof, is a Shareholder or has an interest
in the Trust, or that

(ii) any corporation, trust, association or other
organization with which an advisory or management
contract or principal underwriter's or distributor's
contract, or transfer, Shareholder servicing or other
agency contract may have been or may hereafter be made
also has an advisory or management contract, principal
underwriter's or distributor's contract, or transfer,
Shareholder servicing or other agency contract with one
or more other corporations, trusts, associations, or
other organizations, or has other business or
interests,

shall not affect the validity of any such contract or disqualify
any Shareholder, Trustee or officer of the Trust from voting upon
or executing the same or create any liability or accountability
to the Trust or its Shareholders.

ARTICLE V
SHAREHOLDERS' VOTING POWERS AND MEETINGS

VOTING POWERS

Section 1. Subject to the voting powers of one or more
series or classes of Shares as set forth in this Declaration of
Trust or in the Bylaws, the Shareholders shall have power to vote
only (i) for the election of Trustees as provided in Article IV,
Section 1, (ii) for the removal of Trustees as provided in
Article IV, Section 1, (iii) with respect to any Manager as
provided in Article IV, Section 6, (iv) with respect to any
termination of this Trust to the extent and as provided in
Article IX, Section 4, (v) with respect to any amendment of this
Declaration of Trust to the extent and as provided in Article IX,
Section 7, (vi) to the same extent as the shareholders of a
Massachusetts business corporation as to whether or not a court
action, proceeding or claim should or should not be brought or
maintained derivatively or as a class action on behalf of the
Trust or the Shareholders, and (vii) with respect to such
additional matters relating to the Trust as may be required by
this Declaration of Trust, the Bylaws or any registration of the
Trust with the Securities and Exchange Commission (or any
successor agency) or any state, or as the Trustees may consider
necessary or desirable. Each whole Share shall be entitled to
one vote as to any matter on which it is entitled to vote and
each fractional Share shall be entitled to a proportionate
fractional vote. Notwithstanding any other provision of this
Declaration of Trust, on any matter submitted to a vote of
Shareholders, all Shares of the Trust then entitled to vote shall
be voted in the aggregate as a single class without regard to
series or classes of shares, except (1) when required by the 1940
Act or when the Trustees shall have determined that the matter
affects one or more series or classes of Shares materially
differently, Shares shall be voted by individual series or class;
and (2) when the Trustees have determined that the matter affects
only the interests of one or more series or classes, then only
Shareholders of such series or classes shall be entitled to vote
thereon. There shall be no cumulative voting in the election of
Trustees. Shares may be voted in person or by proxy. A proxy
with respect to Shares held in the name of two or more persons
shall be valid if executed by any one of them unless at or prior
to exercise of the proxy the Trust receives a specific written
notice to the contrary from any one of them. A proxy purporting
to be executed by or on behalf of a Shareholder shall be deemed
valid unless challenged at or prior to its exercise and the
burden of proving invalidity shall rest on the challenger. Until
Shares of any series or class are issued, the Trustees may
exercise all rights of Shareholders and may take any action
required by law, this Declaration of Trust or the Bylaws to be
taken by Shareholders as to such series or class.

VOTING POWER AND MEETINGS

Section 2. Meetings of Shareholders of any or all series
or classes may be called by the Trustees from time to time for
the purpose of taking action upon any matter requiring the vote
or authority of the Shareholders of such series or classes as
herein provided or upon any other matter deemed by the Trustees
to be necessary or desirable. Written notice of any meeting of
Shareholders shall be given or caused to be given by the Trustees
by mailing such notice at least seven days before such meeting,
postage prepaid, stating the time, place and purpose of the
meeting, to each Shareholder entitled to vote at such meeting at
the Shareholder's address as it appears on the records of the
Trust. If the Trustees shall fail to call or give notice of any
meeting of Shareholders for a period of 30 days after written
application by Shareholders holding at least 10% of the then
outstanding Shares of all series and classes entitled to vote at
such meeting requesting that a meeting be called for a purpose
requiring action by the Shareholders as provided herein or in the
Bylaws, then Shareholders holding at least 10% of the then
outstanding Shares of all series and classes entitled to vote at
such meeting may call and give notice of such meeting, and
thereupon the meeting shall be held in the manner provided for
herein in case of call thereof by the Trustees.

QUORUM AND REQUIRED VOTE

Section 3. Thirty percent of Shares entitled to vote on a
particular matter shall be a quorum for the transaction of
business on that matter at a Shareholders' meeting, except that
where any provision of law or of this Declaration of Trust
permits or requires that holders of any series or class shall
vote as an individual series or class, then thirty percent of the
aggregate number of Shares of that series or class entitled to
vote shall be necessary to constitute a quorum for the
transaction of business by that series or class. Any lesser
number shall be sufficient for adjournments. Any adjourned
session or sessions may be held, within a reasonable time after
the date set for the original meeting, without the necessity of
further notice. Except when a larger vote is required by any
provision of this Declaration of Trust or the Bylaws, or by the
1940 Act, a majority of the Shares voted shall decide any
questions and a plurality shall elect a Trustee, provided that
where any provision of law or of this Declaration of Trust
permits or requires that the holders of any series or class shall
vote as an individual series or class, then a majority of the
Shares of that series or class voted on the matter shall decide
that matter insofar as that series or class is concerned.

ACTION BY WRITTEN CONSENT

Section 4. Any action taken by Shareholders may be taken
without a meeting if a majority of Shareholders entitled to vote
on the matter (or such larger proportion thereof as shall be
required by any express provision of this Declaration of Trust or
the Bylaws) consent to the action in writing and such written
consents are filed with the records of the meetings of
Shareholders. Such consent shall be treated for all purposes as
a vote taken at a meeting of Shareholders.

ADDITIONAL PROVISIONS

Section 5. The Bylaws may include further provisions not
inconsistent with this Declaration of Trust, regarding
Shareholders' voting powers, the conduct of meetings and related
matters.

ARTICLE VI
DISTRIBUTIONS, REDEMPTIONS AND REPURCHASES

DISTRIBUTIONS

Section 1. The Trustees may each year, or more frequently
if they so determine, distribute to the Shareholders of each
series out of the assets of such series such amounts as the
Trustees may determine. Any such distribution to the
Shareholders of a particular series shall be made to said
Shareholders pro rata in proportion to the number of Shares of
such series held by each of them, except to the extent otherwise
required or permitted by the preferences and special or relative
rights and privileges of any classes of Shares of that series,
and any distribution to the Shareholders of a particular class of
Shares shall be made to such Shareholders pro rata in proportion
to the number of Shares of such class held by each of them. Such
distributions shall be made in cash or Shares or a combination
thereof as determined by the Trustees. Any such distribution
paid in Shares will be paid at the net asset value thereof as
determined in accordance with the Bylaws.

REDEMPTIONS AND REPURCHASES

Section 2. The Trust shall purchase such Shares as are
offered by any Shareholder for redemption, upon the presentation
of any certificate for the Shares to be purchased, a proper
instrument of transfer and a request directed to the Trust or a
person designated by the Trust that the Trust purchase such
Shares, or in accordance with such other procedures for
redemption as the Trustees may from time to time authorize; and
the Trust will pay therefor the net asset value thereof, as next
determined in accordance with the Bylaws. Payment for said
Shares shall be made by the Trust to the Shareholder within seven
days after the date on which the request is made. The obligation
set forth in this Section 2 is subject to the provision that in
the event that any time the New York Stock Exchange is closed for
other than customary weekends or holidays, or, if permitted by
rules of the Securities and Exchange Commission, during periods
when trading on the Exchange is restricted or during any
emergency which makes it impractical for the Trust to dispose of
its investments or to determine fairly the value of its net
assets, or during any other period permitted by order of the
Securities and Exchange Commission for the protection of
investors, such obligation may be suspended or postponed by the
Trustees. The Trust may also purchase or repurchase Shares at a
price not exceeding the net asset value of such Shares in effect
when the purchase or repurchase or any contract to purchase or
repurchase is made.
<PAGE>
REDEMPTIONS AT THE OPTION OF THE TRUST

Section 3. The Trust shall have the right at its option and
at any time to redeem Shares of any Shareholder at the net asset
value thereof as determined in accordance with the Bylaws: (i) if
at such time such Shareholder owns fewer Shares than, or Shares
having an aggregate net asset value of less than, an amount
determined from time to time by the Trustees; or (ii) to the
extent that such Shareholder owns Shares of a particular series
of Shares equal to or in excess of a percentage of the
outstanding Shares of that series determined from time to time by
the Trustees; or (iii) to the extent that such Shareholder owns
Shares of the Trust representing a percentage equal to or in
excess of such percentage of the aggregate number of outstanding
Shares of the Trust or the aggregate net asset value of the Trust
determined from time to time by the Trustees.

ARTICLE VII
COMPENSATION AND LIMITATION OF LIABILITY OF TRUSTEES

COMPENSATION

Section 1. The Trustees as such shall be entitled to
reasonable compensation from the Trust; they may fix the amount
of their compensation. Nothing herein shall in any way prevent
the employment of any Trustee for advisory, management, legal,
accounting, investment banking or other services and payment for
the same by the Trust.

LIMITATION OF LIABILITY

Section 2. The Trustees shall not be responsible or liable
in any event for any neglect or wrongdoing of any officer, agent,
employee, manager or principal underwriter of the Trust, nor
shall any Trustee be responsible for the act or omission of any
other Trustee, but nothing herein contained shall protect any
Trustee against any liability to which he or she would otherwise
be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the
conduct of his or her office.

Every note, bond, contract, instrument, certificate or
undertaking and every other act or thing whatsoever executed or
done by or on behalf of the Trust or the Trustees or any of them
in connection with the Trust shall be conclusively deemed to have
been executed or done only in or with respect to their or his or
her capacity as Trustees or Trustee, and such Trustees or Trustee
shall not be personally liable thereon.
<PAGE>
ARTICLE VIII
INDEMNIFICATION

TRUSTEES, OFFICERS, ETC.

Section 1. The Trust shall indemnify each of its Trustees
and officers (including persons who serve at the Trust's request
as directors, officers or trustees of another organization in
which the Trust has any interest as a shareholder, creditor or
otherwise) (hereinafter referred to as a "Covered Person")
against all liabilities and expenses, including but not limited
to amounts paid in satisfaction of judgments, in compromise or as
fines and penalties, and counsel fees reasonably incurred by any
Covered Person in connection with the defense or disposition of
any action, suit or other proceeding, whether civil or criminal,
before any court or administrative or legislative body, in which
such Covered Person may be or may have been involved as a party
or otherwise or with which such Covered Person may be or may have
been threatened, while in office or thereafter, by reason of
being or having been such a Covered Person except with respect to
any matter as to which such Covered Person shall have been
finally adjudicated in any such action, suit or other proceeding
(a) not to have acted in good faith in the reasonable belief that
such Covered Person's action was in the best interests of the
Trust or (b) to be liable to the Trust or its Shareholders by
reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of such
Covered Person's office. Expenses, including counsel fees so
incurred by any such Covered Person (but excluding amounts paid
in satisfaction of judgments, in compromise or as fines or
penalties), shall be paid from time to time by the Trust in
advance of the final disposition of any such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such
Covered Person to repay amounts so paid to the Trust if it is
ultimately determined that indemnification of such expenses is
not authorized under this Article, provided, however, that either
(a) such Covered Person shall have provided appropriate security
for such undertaking, (b) the Trust shall be insured against
losses arising from any such advance payments or (c) either a
majority of the disinterested Trustees acting on the matter
(provided that a majority of the disinterested Trustees then in
office act on the matter), or independent legal counsel in a
written opinion, shall have determined, based upon a review of
readily available facts (as opposed to a full trial type inquiry)
that there is a reason to believe that such Covered Person will
be found entitled to indemnification under this Article.

COMPROMISE PAYMENT

Section 2. As to any matter disposed of (whether by a
compromise payment, pursuant to a consent decree or otherwise)
without an adjudication by a court, or by any other body before
which the proceeding was brought, that such Covered Person either
(a) did not act in good faith in the reasonable belief that his
or her action was in the best interests of the Trust or (b) is
liable to the Trust or its Shareholders by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of his or her office,
indemnification shall be provided if (a) approved as in the best
interests of the Trust, after notice that it involves such
indemnification, by at least a majority of the disinterested
Trustees acting on the matter (provided that a majority of the
disinterested Trustees then in office act on the matter) upon a
determination, based upon a review of readily available facts (as
opposed to a full trial type inquiry) that such Covered Person
acted in good faith in the reasonable belief that his or her
action was in the best interests of the Trust and is not liable
to the Trust or its Shareholders by reasons of willful
misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of his or her office, or (b)
there has been obtained an opinion in writing of independent
legal counsel, based upon a review of readily available facts (as
opposed to a full trial type inquiry) to the effect that such
Covered Person appears to have acted in good faith in the
reasonable belief that his or her action was in the best
interests of the Trust and that such indemnification would not
protect such Person against any liability to the Trust to which
he or she would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of his or her office. Any
approval pursuant to this Section shall not prevent the recovery
from any Covered Person of any amount paid to such Covered Person
in accordance with this Section as indemnification if such
Covered Person is subsequently adjudicated by a court of
competent jurisdiction not to have acted in good faith in the
reasonable belief that such Covered Person's action was in the
best interests of the Trust or to have been liable to the Trust
or its Shareholders by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in
the conduct of such Covered Person's office.

INDEMNIFICATION NOT EXCLUSIVE

Section 3. The right of indemnification hereby provided
shall not be exclusive of or affect any other rights to which
such Covered Person may be entitled. As used in this Article
VIII, the term "Covered Person" shall include such person's
heirs, executors and administrators and a "disinterested Trustee"
is a Trustee who is not an "interested person" of the Trust as
defined in Section 2(a)(19) of the Investment Company Act of
1940, as amended, (or who has been exempted from being an
"interested person" by any rule, regulation or order of the
Securities and Exchange Commission) and against whom none of such
actions, suits or other proceedings or another action, suit or
other proceeding on the same or similar grounds is then or has
been pending. Nothing contained in this Article shall affect any
rights to indemnification to which personnel of the Trust, other
than Trustees or officers, and other persons may be entitled by
contract or otherwise under law, nor the power of the Trust to
purchase and maintain liability insurance on behalf of any such
person.

SHAREHOLDERS

Section 4. In case any Shareholder or former Shareholder
shall be held to be personally liable solely by reason of his or
her being or having been a Shareholder and not because of his or
her acts or omissions or for some other reason, the Shareholder
or former Shareholder (or his or her heirs, executors,
administrators or other legal representatives or in the case of a
corporation or other entity, its corporate or other general
successor) shall be entitled to be held harmless from and
indemnified against all loss and expense arising from such
liability, but only out of the assets of the particular series of
Shares of which he or she is or was a Shareholder.

ARTICLE IX
MISCELLANEOUS

TRUSTEES, SHAREHOLDERS, ETC. NOT PERSONALLY LIABLE; NOTICE

Section 1. All persons extending credit to, contracting
with or having any claim against the Trust or a particular series
of Shares shall look only to the assets of the Trust or the
assets of that particular series of Shares for payment under such
credit, contract or claim, and neither the Shareholders nor the
Trustees, nor any of the Trust's officers, employees or agents,
whether past, present or future, shall be personally liable
therefor. Nothing in this Declaration of Trust shall protect any
Trustee against any liability to which such Trustee would
otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in
the conduct of the office of Trustee.

Every note, bond, contract, instrument, certificate or
undertaking made or issued by the Trustees or by any officer or
officers shall give notice that this Declaration of Trust is on
file with the Secretary of The Commonwealth of Massachusetts and
shall recite that the same was executed or made by or on behalf
of the Trust or by them as Trustee or Trustees or as officer or
officers and not individually and that the obligations of such
instrument are not binding upon any of them or the Shareholders
individually but are binding only upon the assets and property of
the Trust, and may contain such further recital as he or she or
they may deem appropriate, but the omission thereof shall not
operate to bind any Trustee or Trustees or officer or officers or
Shareholder or Shareholders individually.

TRUSTEE'S GOOD FAITH ACTION, EXPERT ADVICE, NO BOND OR SURETY

Section 2. The exercise by the Trustees of their powers and
discretions hereunder shall be binding upon everyone interested.
A Trustee shall be liable for his or her own willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of the office of Trustee, and for nothing
else, and shall not be liable for errors of judgment or mistakes
of fact or law. The Trustees may take advice of counsel or other
experts with respect to the meaning and operation of this
Declaration of Trust, and shall be under no liability for any act
or omission in accordance with such advice or for failing to
follow such advice. The Trustees shall not be required to give
any bond as such, nor any surety if a bond is required.

LIABILITY OF THIRD PERSONS DEALING WITH TRUSTEES

Section 3. No person dealing with the Trustees shall be
bound to make any inquiry concerning the validity of any
transaction made or to be made by the Trustees or to see to the
application of any payments made or property transferred to the
Trust or upon its order.

DURATION AND TERMINATION OF TRUST

Section 4. Unless terminated as provided herein, the Trust
shall continue without limitation of time. The Trust may be
terminated at any time by vote of Shareholders holding at least
66-2/3% of the Shares entitled to vote or by the Trustees by
written notice to the Shareholders. Any series of Shares may be
terminated at any time by vote of Shareholders holding at least
66-2/3% of the Shares of such series entitled to vote or by the
Trustees by written notice to the Shareholders of such series.

Upon termination of the Trust or of any one or more series
of Shares, after paying or otherwise providing for all charges,
taxes, expenses and liabilities, whether due or accrued or
anticipated of the Trust or of the particular series as may be
determined by the Trustees, the Trust shall in accordance with
such procedures as the Trustees consider appropriate reduce the
remaining assets to distributable form in cash or shares or other
securities, or any combination thereof, and distribute the
proceeds to the Shareholders of the series involved, ratably
according to the number of Shares of such series held by the
several Shareholders of such series on the date of termination,
except to the extent otherwise required or permitted by the
preferences and special or relative rights and privileges of any
classes of any series of Shares of the Trust, provided that any
distribution to the Shareholders of a particular class of any
series of Shares shall be made to such Shareholders pro rata in
proportion to the number of Shares of such class held by each of
them.

FILING OF COPIES, REFERENCES, HEADINGS

Section 5. The original or a copy of this instrument and of
each amendment hereto shall be kept at the office of the Trust
where it may be inspected by any Shareholder. A copy of this
instrument and of each amendment hereto shall be filed by the
Trust with the Secretary of State of The Commonwealth of
Massachusetts and with the Boston City Clerk, as well as any
other governmental office where such filing may from time to time
be required. Anyone dealing with the Trust may rely on a
certificate by an officer of the Trust as to whether or not any
such amendments have been made and as to any matters in
connection with the Trust hereunder, and, with the same effect as
if it were the original, may rely on a copy certified by an
officer of the Trust to be a copy of this instrument or of any
such amendments. In this instrument and in any such amendment,
references to this instrument, and all expressions like "herein",
"hereof" and "hereunder" shall be deemed to refer to this
instrument as amended or affected by any such amendments.
Headings are placed herein for convenience of reference only and
shall not be taken as a part hereof or control or affect the
meaning, construction or effect of this instrument. This
instrument may be executed in any number of counterparts each of
which shall be deemed an original.

APPLICABLE LAW

Section 6. This Declaration of Trust is made in The
Commonwealth of Massachusetts, and it is created under and is to
be governed by and construed and administered according to the
laws of said Commonwealth. The Trust shall be of the type
commonly called a Massachusetts business trust, and without
limiting the provisions hereof, the Trust may exercise all powers
which are ordinarily exercised by such a trust.

AMENDMENTS

Section 7. This Declaration of Trust may be amended at any
time by an instrument in writing signed by a majority of the then
Trustees when authorized to do so by vote of Shareholders holding
a majority of the Shares entitled to vote, except that an
amendment which shall affect the holders of one or more series or
classes of Shares but not the holders of all outstanding series
and classes shall be authorized by vote of the Shareholders
holding a majority of the Shares entitled to vote of each series
and class affected and no vote of Shareholders of a series or
class not affected shall be required. Amendments having the
purpose of changing the name of the Trust or of supplying any
omission, curing any ambiguity or curing, correcting or
supplementing any defective or inconsistent provision contained
herein shall not require authorization by Shareholder vote.
<PAGE>
This instrument shall be effective only upon filing with the
Secretary of State of The Commonwealth of Massachusetts and may
be executed in several counterparts, each of which shall be
deemed an original, but all taken together shall constitute one
instrument.

IN WITNESS WHEREOF, the undersigned, being a majority of the
Trustees of the Trust, have hereunto set their hands and seals in
the City of Boston, Massachusetts for themselves and their
assigns, as of the day and year first above written.

- -------------------------
-------------------------
George Putnam

Lawrence J. Lasser

- --------------------------
-------------------------
William F. Pounds

Robert E. Patterson

- --------------------------
-------------------------
Jameson A. Baxter

Donald S. Perkins

- --------------------------
-------------------------
Hans H. Estin

George Putnam, III

- --------------------------
-------------------------
John A. Hill

A.J.C. Smith

- --------------------------
-------------------------
Elizabeth T. Kennan

W. Nicholas Thorndike

<PAGE>
THE COMMONWEALTH OF MASSACHUSETTS

Boston, May 6, 1994

Suffolk, ss.

Then personally appeared each of the above named Trustees of
Putnam New York Tax Exempt Income Trust acknowledged the
foregoing instrument to be his or her free act and deed, before
me,

----------------------------------

Notary Public
My commission expires:

The address of the Trust is One Post Office Square, Boston,
Massachusetts 02109.

BYLAWS
OF
PUTNAM ADJUSTABLE RATE U.S. GOVERNMENT FUND,
PUTNAM AMERICAN GOVERNMENT INCOME FUND,
PUTNAM ARIZONA TAX EXEMPT INCOME FUND,
PUTNAM ASIA PACIFIC GROWTH FUND,
PUTNAM ASSET ALLOCATION FUNDS,
PUTNAM BALANCED GOVERNMENT FUND,
PUTNAM CALIFORNIA TAX EXEMPT MONEY MARKET FUND,
PUTNAM CONVERTIBLE INCOME-GROWTH TRUST,
PUTNAM DIVERSIFIED INCOME TRUST,
PUTNAM DIVIDEND GROWTH FUND,
PUTNAM EQUITY INCOME FUND,
PUTNAM EUROPE GROWTH FUND,
PUTNAM FLORIDA TAX EXEMPT INCOME FUND,
THE GEORGE PUTNAM FUND OF BOSTON,
PUTNAM GLOBAL GOVERNMENTAL INCOME TRUST,
PUTNAM GLOBAL GROWTH FUND,
PUTNAM HEALTH SCIENCES TRUST,
PUTNAM HIGH YIELD TRUST,
PUTNAM INCOME FUND,
PUTNAM INVESTORS FUND,
PUTNAM MANAGED INCOME TRUST,
PUTNAM MASSACHUSETTS TAX EXEMPT INCOME FUND II,
PUTNAM MICHIGAN TAX EXEMPT INCOME FUND II,
PUTNAM MINNESOTA TAX EXEMPT INCOME FUND II,
PUTNAM MONEY MARKET FUND,
PUTNAM MUNICIPAL INCOME FUND,
PUTNAM NEW JERSEY TAX EXEMPT INCOME FUND,
PUTNAM NEW OPPORTUNITIES FUND,
PUTNAM NEW YORK TAX EXEMPT MONEY MARKET FUND,
PUTNAM NEW YORK TAX EXEMPT OPPORTUNITIES FUND,
PUTNAM OHIO TAX EXEMPT INCOME FUND II,
PUTNAM OTC EMERGING GROWTH FUND,
PUTNAM PENNSYLVANIA TAX EXEMPT INCOME FUND,
PUTNAM RESEARCH ANALYSTS FUND,
PUTNAM TAX EXEMPT INCOME FUND,
PUTNAM TAX EXEMPT MONEY MARKET FUND,
PUTNAM TAX-FREE INCOME TRUST,
PUTNAM U.S. GOVERNMENT INCOME TRUST,
PUTNAM UTILITIES GROWTH AND INCOME FUND,
PUTNAM VISTA FUND,
PUTNAM VOYAGER FUND
(AS AMENDED THROUGH FEBRUARY 1, 1994),
PUTNAM INTERMEDIATE TAX EXEMPT FUND
(AS AMENDED THROUGH MARCH 7, 1994),
PUTNAM CALIFORNIA TAX EXEMPT INCOME TRUST,
PUTNAM NEW YORK TAX EXEMPT INCOME TRUST
(AS AMENDED THROUGH APRIL 8, 1994),
PUTNAM DIVERSIFIED EQUITY TRUST
(AS APPROVED APRIL 13, 1994)
PUTNAM HIGH YIELD ADVANTAGE FUND,
PUTNAM OVERSEAS GROWTH FUND
(AS AMENDED THROUGH JUNE 1, 1994),
PUTNAM FEDERAL INCOME TRUST
(AS AMENDED THROUGH JUNE 6, 1994),
PUTNAM NATURAL RESOURCES FUND
(AS AMENDED THROUGH JULY 1, 1994),
THE PUTNAM FUND FOR GROWTH AND INCOME
(AS AMENDED THROUGH JULY 7, 1994), <PAGE>
PUTNAM TOTAL RETURN BOND FUNDS,
PUTNAM GROWTH AND INCOME FUND II,
(AS AMENDED THROUGH OCTOBER 5, 1994) AND
PUTNAM EQUITY FUNDS
(AS AMENDED THROUGH OCTOBER 30, 1994)

ARTICLE 1
Agreement and Declaration of Trust and Principal Office

1.1 AGREEMENT AND DECLARATION OF TRUST. These Bylaws shall
be subject to the Agreement and Declaration of Trust, as from
time to time in effect (the "Declaration of Trust"), of the
Massachusetts business trust established by the Declaration of
Trust (the "Trust").

1.2 PRINCIPAL OFFICE OF THE TRUST. The principal office of
the Trust shall be located in Boston, Massachusetts.

ARTICLE 2
MEETINGS OF TRUSTEES

2.1 REGULAR MEETINGS. Regular meetings of the Trustees may
be held without call or notice at such places and at such times
as the Trustees may from time to time determine, provided that
notice of the first regular meeting following any such
determination shall be given to absent Trustees.

2.2 SPECIAL MEETINGS. Special meetings of the Trustees may
be held at any time and at any place designated in the call of
the meeting when called by the Chairman of the Trustees, the
President or the Treasurer or by two or more Trustees, sufficient
notice thereof being given to each Trustee by the Clerk or an
Assistant Clerk or by the officer or the Trustees calling the
meeting.

2.3 NOTICE OF SPECIAL MEETINGS. It shall be sufficient
notice to a Trustee of a special meeting to send notice by mail
at least forty-eight hours or by telegram at least twenty-four
hours before the meeting addressed to the Trustee at his or her
usual or last known business or residence address or to give
notice to him or her in person or by telephone at least
twenty-four hours before the meeting. Notice of a special
meeting need not be given to any Trustee if a written waiver of
notice, executed by him or her before or after the meeting, is
filed with the records of the meeting, or to any Trustee who
attends the meeting without protesting prior thereto or at its
commencement the lack of notice to him or her. Neither notice of
a meeting nor a waiver of a notice need specify the purposes of
the meeting.

2.4 QUORUM. At any meeting of the Trustees a majority of
the Trustees then in office shall constitute a quorum. Any
meeting may be adjourned from time to time by a majority of the
votes cast upon the question, whether or not a quorum is present,
and the meeting may be held as adjourned without further notice.

2.5 NOTICE OF CERTAIN ACTIONS BY CONSENT. If in accordance
with the provisions of the Declaration of Trust any action is
taken by the Trustees by a written consent of less than all of
the Trustees, then prompt notice of any such action shall be
<PAGE>
furnished to each Trustee who did not execute such written
consent, provided that the effectiveness of such action shall not
be impaired by any delay or failure to furnish such notice.

ARTICLE 3
OFFICERS

3.1 ENUMERATION; QUALIFICATION. The officers of the Trust
shall be a Chairman of the Trustees, a President, a Treasurer, a
Clerk and such other officers, if any, as the Trustees from time
to time may in their discretion elect. The Trust may also have
such agents as the Trustees from time to time may in their
discretion appoint. The Chairman of the Trustees and the
President shall be a Trustee and may but need not be a
shareholder; and any other officer may but need not be a Trustee
or a shareholder. Any two or more offices may be held by the
same person. A Trustee may but need not be a shareholder.

3.2 ELECTION. The Chairman of the Trustees, the President,
the Treasurer and the Clerk shall be elected by the Trustees upon
the occurrence of any vacancy in any such office. Other
officers, if any, may be elected or appointed by the Trustees at
any time. Vacancies in any such other office may be filled at
any time.

3.3 TENURE. The Chairman of the Trustees, the President,
the Treasurer and the Clerk shall hold office in each case until
he or she dies, resigns, is removed or becomes disqualified.
Each other officer shall hold office and each agent shall retain
authority at the pleasure of the Trustees.

3.4 POWERS. Subject to the other provisions of these
Bylaws, each officer shall have, in addition to the duties and
powers herein and in the Declaration of Trust set forth, such
duties and powers as are commonly incident to the office occupied
by him or her as if the Trust were organized as a Massachusetts
business corporation and such other duties and powers as the
Trustees may from time to time designate.

3.5 CHAIRMAN; PRESIDENT. Unless the Trustees otherwise
provide, the Chairman of the Trustees or, if there is none or in
the absence of the Chairman of the Trustees, the President shall
preside at all meetings of the shareholders and of the Trustees.
Unless the Trustees otherwise provide, the President shall be the
chief executive officer.

3.6 TREASURER. Unless the Trustees shall provide
otherwise, the Treasurer shall be the chief financial and
accounting officer of the Trust, and shall, subject to the
provisions of the Declaration of Trust and to any arrangement
made by the Trustees with a custodian, investment adviser or
manager, or transfer, shareholder servicing or similar agent, be
in charge of the valuable papers, books of account and accounting
records of the Trust, and shall have such other duties and powers
as may be designated from time to time by the Trustees or by the
President.

3.7 CLERK. The Clerk shall record all proceedings of the
shareholders and the Trustees in books to be kept therefor, which
books or a copy thereof shall be kept at the principal office of
the Trust. In the absence of the Clerk from any meeting of the
shareholders or Trustees, an Assistant Clerk, or if there be none
or if he or she is absent, a temporary Clerk chosen at such
meeting shall record the proceedings thereof in the aforesaid
books.

3.8 RESIGNATIONS AND REMOVALS. Any Trustee or officer may
resign at any time by written instrument signed by him or her and
delivered to the Chairman of the Trustees, the President or the
Clerk or to a meeting of the Trustees. Such resignation shall be
effective upon receipt unless specified to be effective at some
other time. The Trustees may remove any officer elected by them
with or without cause. Except to the extent expressly provided
in a written agreement with the Trust, no Trustee or officer
resigning and no officer removed shall have any right to any
compensation for any period following his or her resignation or
removal, or any right to damages on account of such removal.

ARTICLE 4
COMMITTEES

4.1 QUORUM; VOTING. A majority of the members of any
Committee of the Trustees shall constitute a quorum for the
transaction of business, and any action of such a Committee may
be taken at a meeting by a vote of a majority of the members
present (a quorum being present) or evidenced by one or more
writings signed by such a majority. Members of a Committee may
participate in a meeting of such Committee by means of a
conference telephone or other communications equipment by means
of which all persons participating in the meeting can hear each
other at the same time and participation by such means shall
constitute presence in person at a meeting.

ARTICLE 5
REPORTS

5.1 GENERAL. The Trustees and officers shall render
reports at the time and in the manner required by the Declaration
of Trust or any applicable law. Officers and Committees shall
render such additional reports as they may deem desirable or as
may from time to time be required by the Trustees.

ARTICLE 6
FISCAL YEAR

6.1 GENERAL. Except as from time to time otherwise
provided by the Trustees, the initial fiscal year of the Trust
shall end on such date as is determined in advance or in arrears
by the Treasurer, and subsequent fiscal years shall end on such
date in subsequent years.
<PAGE>
ARTICLE 7
SEAL

7.1 GENERAL. The seal of the Trust shall consist of a
flat-faced die with the word "Massachusetts", together with the
name of the Trust and the year of its organization cut or
engraved thereon but, unless otherwise required by the Trustees,
the seal shall not be necessary to be placed on and its absence
shall not impair the validity of, any document, instrument or
other paper executed and delivered by or on behalf of the Trust.

ARTICLE 8
EXECUTION OF PAPERS

8.1 GENERAL. Except as the Trustees may generally or in
particular cases authorize the execution thereof in some other
manner, all deeds, leases, contracts, notes and other obligations
made by the Trustees shall be signed by the President, the Vice
Chairman, a Vice President or the Treasurer and need not bear the
seal of the Trust.

ARTICLE 9
ISSUANCE OF SHARES AND SHARE CERTIFICATES

9.1 SALE OF SHARES. Except as otherwise determined by the
Trustees, the Trust will issue and sell for cash or securities
from time to time, full and fractional shares of its shares of
beneficial interest, such shares to be issued and sold at a price
of not less than the par value per share, if any, and not less
than the net asset value per share as from time to time
determined in accordance with the Declaration of Trust and these
Bylaws and, in the case of fractional shares, at a proportionate
reduction in such price. In the case of shares sold for
securities, such securities shall be valued in accordance with
the provisions for determining the value of the assets of the
Trust as stated in the Declaration of Trust and these Bylaws.
The officers of the Trust are severally authorized to take all
such actions as may be necessary or desirable to carry out this
Section 9.1.

9.2 SHARE CERTIFICATES. In lieu of issuing certificates
for shares, the Trustees or the transfer agent may either issue
receipts therefor or may keep accounts upon the books of the
Trust for the record holders of such shares, who shall in either
case be deemed, for all purposes hereunder, to be the holders of
certificates for such shares as if they had accepted such
certificates and shall be held to have expressly assented and
agreed to the terms hereof.

The Trustees may at any time authorize the issuance of share
certificates. In that event, each shareholder shall be entitled
to a certificate stating the number of shares of each class owned
by him, in such form as shall be prescribed from time to time by
the Trustees. Such certificate shall be signed by the President
or a Vice President and by the Treasurer or an Assistant
Treasurer. Such signatures may be facsimile if the certificate
is signed by a transfer agent or by a registrar. In case any
officer who has signed or whose facsimile signature has been
placed on such certificate shall cease to be such officer before
such certificate is issued, it may be issued by the Trust with
the same effect as if he were such officer at the time of its
issue.

9.3 LOSS OF CERTIFICATES. The transfer agent of the Trust,
with the approval of any two officers of the Trust, is authorized
to issue and countersign replacement certificates for the shares
of the Trust which have been lost, stolen or destroyed upon (i)
receipt of an affidavit or affidavits of loss or non-receipt and
of an indemnity agreement executed by the registered holder or
his legal representative and supported by an open penalty surety
bond, said agreement and said bond in all cases to be in form and
content satisfactory to and approved by the President or the
Treasurer, or (ii) receipt of such other documents as may be
approved by the Trustees.

9.4 ISSUANCE OF NEW CERTIFICATE TO PLEDGEE. A pledgee of
shares transferred as collateral security shall be entitled to a
new certificate if the instrument of transfer substantially
describes the debt or duty that is intended to be secured
thereby. Such new certificate shall express on its face that it
is held as collateral security, and the name of the pledgor shall
be stated thereon, who alone shall be liable as a shareholder and
entitled to vote thereon.

9.5 DISCONTINUANCE OF ISSUANCE OF CERTIFICATES. The
Trustees may at any time discontinue the issuance of share
certificates and may, by written notice to each shareholder,
require the surrender of share certificates to the Trust for
cancellation. Such surrender and cancellation shall not affect
the ownership of shares in the Trust.

ARTICLE 10
PROVISIONS RELATING TO THE CONDUCT OF THE TRUST'S BUSINESS

10.1 CERTAIN DEFINITIONS. When used herein the following
words shall have the following meanings: "Distributor" shall mean
any one or more corporations, firms or associations which have
distributor's or principal underwriter's contracts in effect with
the Trust providing that redeemable shares issued by the Trust
shall be offered and sold by such Distributor. "Manager" shall

mean any corporation, firm or association which may at the time
have an advisory or management contract with the Trust.

10.2 LIMITATIONS ON DEALINGS WITH OFFICERS OR TRUSTEES.
The Trust will not lend any of its assets to the Distributor or
Manager or to any officer or director of the Distributor or
Manager or any officer or Trustee of the Trust, and shall not
permit any officer or Trustee or any officer or director of the
Distributor or Manager to deal for or on behalf of the Trust with
himself or herself as principal or agent, or with any
partnership, association or corporation in which he or she has a
financial interest; provided that the foregoing provisions shall
not prevent (a) officers and Trustees of the Trust or officers
and directors of the Distributor or Manager from buying, holding
or selling shares in the Trust or from being partners, officers
or directors of or otherwise financially interested in the
Distributor or the Manager; (b) purchases or sales of securities
or other property if such transaction is permitted by or is
exempt or exempted from the provisions of the Investment Company
Act of 1940 or any Rule or Regulation thereunder and if such
transaction does not involve any commission or profit to any
security dealer who is, or one or more of whose partners,
shareholders, officers or directors is, an officer or Trustee of
the Trust or an officer or director of the Distributor or
Manager; (c) employment of legal counsel, registrar, transfer
agent, shareholder servicing agent, dividend disbursing agent or
custodian who is, or has a partner, shareholder, officer or
director who is, an officer or Trustee of the Trust or an officer
or director of the Distributor or Manager; (d) sharing
statistical, research, legal and management expenses and office
hire and expenses with any other investment company in which an
officer or Trustee of the Trust or an officer or director of the
Distributor or Manager is an officer or director or otherwise
financially interested.

10.3 SECURITIES AND CASH OF THE TRUST TO BE HELD BY
CUSTODIAN SUBJECT TO CERTAIN TERMS AND CONDITIONS.

(a) All securities and cash owned by the Trust
shall be held by or deposited with one or more banks or
trust companies having (according to its last published
report) not less than $1,000,000 aggregate capital,
surplus and undivided profits (any such bank or trust
company being hereby designated as "Custodian"),
provided such a Custodian can be found ready and
willing to act; subject to such rules, regulations and
orders, if any, as the Securities and Exchange
Commission may adopt, the Trust may, or may permit any
Custodian to, deposit all or any part of the securities
owned by the Trust in a system for the central handling
of securities pursuant to which all securities of any
particular class or series of any issue deposited
within the system may be transferred or pledged by
bookkeeping entry, without physical delivery. The

Custodian may appoint, subject to the approval of the
Trustees, one or more subcustodians.

(b) The Trust shall enter into a written contract
with each Custodian regarding the powers, duties and
compensation of such Custodian with respect to the cash
and securities of the Trust held by such Custodian.
Said contract and all amendments thereto shall be
approved by the Trustees.

(i) in case of such resignation or inability to
serve, use its best efforts to obtain a successor
Custodian;

(ii) require that the cash and securities owned
by the Trust be delivered directly to the successor
Custodian; and

(iii) in the event that no successor Custodian
can be found, submit to the shareholders, before
permitting delivery of the cash and securities owned by
the Trust otherwise than to a successor Custodian, the
question whether the Trust shall be liquidated or shall
function without a Custodian.

10.4 REPORTS TO SHAREHOLDERS. The Trust shall send to each
shareholder of record at least semi-annually a statement of the
condition of the Trust and of the results of its operations,
containing all information required by applicable laws or
regulations.

10.5 DETERMINATION OF NET ASSET VALUE PER SHARE. Net asset
value per share of each class or series of shares of the Trust
shall mean: (i) the value of all the assets properly allocable
to such class or series; (ii) less total liabilities properly
allocable to such class or series; (iii) divided by the number of
shares of such class or series outstanding, in each case at the
time of each determination. Except as otherwise determined by
the Trustees, the net asset value per share of each class or
series shall be determined no less frequently than once daily,
Monday through Friday, on days on which the New York Stock
Exchange is open for trading, at such time or times that the
Trustees set at least annually.

In valuing the portfolio investments of any class or series
of shares for the determination of the net asset value per share
of such class or series, securities for which market quotations
are readily available shall be valued at prices which, in the
opinion of the Trustees or the person designated by the Trustees
to make the determination, most nearly represent the market value
of such securities, and other securities and assets shall be
valued at their fair value as determined by or pursuant to the
direction of the Trustees, which in the case of debt obligations,
commercial paper and repurchase agreements may, but need not, be
on the basis of yields for securities of comparable maturity,
quality and type, or on the basis of amortized cost. Expenses
and liabilities of the Trust shall be accrued each day.
Liabilities may include such reserves for taxes, estimated
accrued expenses and contingencies as the Trustees or their
designates may in their sole discretion deem fair and reasonable
under the circumstances. No accruals shall be made in respect of
taxes on unrealized appreciation of securities owned unless the
Trustees shall otherwise determine.

ARTICLE 11
SHAREHOLDERS

11.1 MEETINGS. A meeting of the shareholders shall be
called by the Clerk whenever ordered by the Trustees, the
Chairman of the Trustees or requested in writing by the holder or
holders of at least one-tenth of the outstanding shares entitled
to vote at such meeting. If the Clerk, when so ordered or
requested, refuses or neglects for more than two days to call
such meeting, the Trustees, Chairman of the Trustees or the
shareholders so requesting may, in the name of the Clerk, call
the meeting by giving notice thereof in the manner required when
notice is given by the Clerk.

11.2 ACCESS TO SHAREHOLDER LIST. Shareholders of record
may apply to the Trustees for assistance in communicating with
other shareholders for the purpose of calling a meeting in order
to vote upon the question of removal of a Trustee. When ten or
more shareholders of record who have been such for at least six
months preceding the date of application and who hold in the
aggregate shares having a net asset value of at least $25,000 so
apply, the Trustees shall within five business days either:

(i) afford to such applicants access to a list of
names and addresses of all shareholders as recorded on
the books of the Trust; or

(ii) inform such applicants of the approximate
number of shareholders of record and the approximate
cost of mailing material to them, and, within a
reasonable time thereafter, mail, at the applicants'
expense, materials submitted by the applicants, to all
such shareholders of record. The Trustees shall not be
obligated to mail materials which they believe to be
misleading or in violation of applicable law.

11.3 RECORD DATES. For the purpose of determining the
shareholders of any class or series of shares of the Trust who
are entitled to vote or act at any meeting or any adjournment
thereof, or who are entitled to receive payment of any dividend
or of any other distribution, the Trustees may from time to time
fix a time, which shall be not more than 90 days before the date
of any meeting of shareholders or more than 60 days before the
date of payment of any dividend or of any other distribution, as
the record date for determining the shareholders of such class or
series having the right to notice of and to vote at such meeting
and any adjournment thereof or the right to receive such dividend
or distribution, and in such case only shareholders of record on
such record date shall have such right notwithstanding any
transfer of shares on the books of the Trust after the record
date; or without fixing such record date the Trustees may for any
such purposes close the register or transfer books for all or
part of such period.

11.4 PROXIES. The placing of a shareholder's name on a
proxy pursuant to telephone or electronically transmitted
instructions obtained pursuant to procedures reasonably designed
to verify that such instructions have been authorized by such
shareholder shall constitute execution of such proxy by or on
behalf of such shareholder.
<PAGE>
ARTICLE 12
PREFERENCES, RIGHTS AND PRIVILEGES OF THE
TRUST'S CLASSES OF SHARES

12.1 GENERAL. Each class of shares of the Trust or of a
particular series of the Trust, as the case may be, will
represent interests in the same portfolio of investments of the
Trust (or that series) and be identical in all respects, except
as set forth below: (a) each class of shares shall be charged
with the expense of any Distribution Plan adopted by the Trust
pursuant to Rule 12b-1 under the Investment Company Act of 1940
with respect to such class of shares, (b) each class of shares
will be charged with any incremental shareholder servicing
expense attributable solely to such class, as determined by the
Trustees, (c) each class of shares shall be charged with any
other expenses properly allocated to such class, as determined by
the Trustees and approved by the Securities and Exchange
Commission, (d) each class of shares shall vote as a separate
class on matters which pertain to any Rule 12b-1 Distribution
Plan pertaining to such class of shares, (e) each class of shares
will have only such exchange privileges as may from time to time
be described in the Trust's prospectus with respect to such
class, (f) each class of shares shall bear such designation as
may be approved from time to time by the Trustees and (g)
reinvestments of distributions from the Trust paid with respect
to the shares of a particular class will be paid in additional
shares of such class.

12.2. CONVERSION OF CLASS B SHARES. Except as hereinafter
provided with respect to shares acquired by exchange or
reinvestment of distributions, Class B shares of the Trust will
automatically convert into Class A shares of the Trust at the end
of the month eight years after the month of purchase, or at such
earlier time as the Trustees may in their sole discretion
determine from time to time as to all Class B shares purchased on
or before such date as the Trustees may specify. Class B shares
acquired by exchange from Class B shares of another Putnam Fund
will convert into Class A shares based on the date of the initial
purchase of the Class B shares of such other Fund. Class B
shares acquired through reinvestment of distributions will
convert into Class A shares based on the date of the initial
purchase of Class B shares to which such reinvestment shares
relate. For this purpose, Class B shares acquired through
reinvestment of distributions will be attributed to particular
purchases of Class B shares in accordance with such procedures,
which may include without limitation methods of proration or
approximation, as the Trustees may in their sole discretion
determine from time to time.
<PAGE>
ARTICLE 13
AMENDMENTS TO THE BYLAWS

13.1 GENERAL. These Bylaws may be amended or repealed, in
whole or in part, by a majority of the Trustees then in office at
any meeting of the Trustees, or by one or more writings signed by
such a majority.

NF-04F

PUTNAM INVESTMENTS
(Logo)

PUTNAM NEW YORK TAX EXEMPT INCOME TRUST
A Massachusetts Business Trust

PUTNAM NEW YORK TAX EXEMPT INCOME FUND
Class A Shares

Trust Certificate

Account No. Certificate No. Shares

CUSIP 74683Q 30 9

THIS CERTIFIES THAT

is the owner of Class A shares of
beneficial interest in Putnam New York Tax Exempt Income Fund, a
Series of Putnam New York Tax Exempt Income Trust, fully paid and
nonassessable, the said shares being issued, received and held
under and subject to the terms and provisions of the Agreement
and Declaration of Trust dated as of May 12, 1983, as amended and
restated May 6, 1994, establishing the Putnam New York Tax Exempt
Income Trust, and all amendments thereto, copies of which are on
file with the Secretary of State of The Commonwealth of
Massachusetts. The said owner by accepting this certificate
agrees to and is bound by all of the said terms and provisions.
The shares represented hereby are transferable in writing by the
owner thereof in person or by attorney upon surrender of this
certificate to the Trustees properly endorsed for transfer. This
certificate is executed on behalf of the Trustees as Trustees and
not individually and the obligations hereof are not binding upon
any of the Trustees or shareholders individually but are binding
only upon the assets and property of the Trust. This certificate
is not valid unless countersigned by the Investor Servicing
Agent.

In Witness Whereof the Trustees of Putnam New York Tax
Exempt Income Trust have caused the following facsimile
signatures to be affixed to this certificate.

Dated: COUNTERSIGNED:

PUTNAM INVESTOR SERVICES
a division of Putnam Fiduciary
Trust Company
INVESTOR SERVICING AGENT

FOR THE TRUSTEES AUTHORIZED SIGNATURE

PUTNAM INVESTMENTS
(Logo)

PUTNAM NEW YORK TAX EXEMPT INCOME TRUST
A Massachusetts Business Trust

PUTNAM NEW YORK TAX EXEMPT INCOME FUND
Class B Shares

Trust Certificate

Account No. Certificate No. Shares

CUSIP 74683Q 40 8

THIS CERTIFIES THAT

is the owner of Class B shares of
beneficial interest in Putnam New York Tax Exempt Income Fund, a
Series of Putnam New York Tax Exempt Income Trust, fully paid and
nonassessable, the said shares being issued, received and held
under and subject to the terms and provisions of the Agreement
and Declaration of Trust dated as of May 12, 1983, as amended and
restated May 6, 1994, establishing the Putnam New York Tax Exempt
Income Trust, and all amendments thereto, copies of which are on
file with the Secretary of State of The Commonwealth of
Massachusetts. The said owner by accepting this certificate
agrees to and is bound by all of the said terms and provisions.
The shares represented hereby are transferable in writing by the
owner thereof in person or by attorney upon surrender of this
certificate to the Trustees properly endorsed for transfer. This
certificate is executed on behalf of the Trustees as Trustees and
not individually and the obligations hereof are not binding upon
any of the Trustees or shareholders individually but are binding
only upon the assets and property of the Trust. This certificate
is not valid unless countersigned by the Investor Servicing
Agent.

In Witness Whereof the Trustees of Putnam New York Tax
Exempt Income Trust have caused the following facsimile
signatures to be affixed to this certificate.

Dated: COUNTERSIGNED:

PUTNAM INVESTOR SERVICES
a division of Putnam Fiduciary
Trust Company
INVESTOR SERVICING AGENT

FOR THE TRUSTEES AUTHORIZED SIGNATURE

PUTNAM INVESTMENTS
(Logo)

PUTNAM NEW YORK TAX EXEMPT INCOME TRUST
A Massachusetts Business Trust

PUTNAM NEW YORK TAX EXEMPT INCOME FUND
Class M Shares

Trust Certificate

Account No. Certificate No. Shares

CUSIP 74683Q 50 7

THIS CERTIFIES THAT

is the owner of Class M shares of
beneficial interest in Putnam New York Tax Exempt Income Fund, a
Series of Putnam New York Tax Exempt Income Trust, fully paid and
nonassessable, the said shares being issued, received and held
under and subject to the terms and provisions of the Agreement
and Declaration of Trust dated as of May 12, 1983, as amended and
restated May 6, 1994, establishing the Putnam New York Tax Exempt
Income Trust, and all amendments thereto, copies of which are on
file with the Secretary of State of The Commonwealth of
Massachusetts. The said owner by accepting this certificate
agrees to and is bound by all of the said terms and provisions.
The shares represented hereby are transferable in writing by the
owner thereof in person or by attorney upon surrender of this
certificate to the Trustees properly endorsed for transfer. This
certificate is executed on behalf of the Trustees as Trustees and
not individually and the obligations hereof are not binding upon
any of the Trustees or shareholders individually but are binding
only upon the assets and property of the Trust. This certificate
is not valid unless countersigned by the Investor Servicing
Agent.

In Witness Whereof the Trustees of Putnam New York Tax
Exempt Income Trust have caused the following facsimile
signatures to be affixed to this certificate.

Dated: COUNTERSIGNED:

PUTNAM INVESTOR SERVICES
a division of Putnam Fiduciary
Trust Company
INVESTOR SERVICING AGENT

FOR THE TRUSTEES AUTHORIZED SIGNATURE

PUTNAM INVESTMENTS
(Logo)

PUTNAM NEW YORK TAX EXEMPT INCOME TRUST
A Massachusetts Business Trust

PUTNAM NEW YORK TAX INTERMEDIATE EXEMPT FUND
Class A Shares

Trust Certificate

Account No. Certificate No. Shares

CUSIP 74683Q 10 1

THIS CERTIFIES THAT

is the owner of Class A shares of
beneficial interest in Putnam New York Intermediate Tax Exempt
Fund, a Series of Putnam New York Tax Exempt Income Trust, fully
paid and nonassessable, the said shares being issued, received
and held under and subject to the terms and provisions of the
Agreement and Declaration of Trust dated as of May 12, 1983, as
amended and restated May 6, 1994, establishing the Putnam New
York Tax Exempt Income Trust, and all amendments thereto, copies
of which are on file with the Secretary of State of The
Commonwealth of Massachusetts. The said owner by accepting this
certificate agrees to and is bound by all of the said terms and
provisions. The shares represented hereby are transferable in
writing by the owner thereof in person or by attorney upon
surrender of this certificate to the Trustees properly endorsed
for transfer. This certificate is executed on behalf of the
Trustees as Trustees and not individually and the obligations
hereof are not binding upon any of the Trustees or shareholders
individually but are binding only upon the assets and property of
the Trust. This certificate is not valid unless countersigned by
the Investor Servicing Agent.

In Witness Whereof the Trustees of Putnam New York
Intermediate Tax Exempt Trust have caused the following facsimile
signatures to be affixed to this certificate.

Dated: COUNTERSIGNED:

PUTNAM INVESTOR SERVICES
a division of Putnam Fiduciary
Trust Company
INVESTOR SERVICING AGENT

FOR THE TRUSTEES AUTHORIZED SIGNATURE

PUTNAM INVESTMENTS
(Logo)

PUTNAM NEW YORK TAX EXEMPT INCOME TRUST
A Massachusetts Business Trust

PUTNAM NEW YORK TAX INTERMEDIATE EXEMPT FUND
Class B Shares

Trust Certificate

Account No. Certificate No. Shares

CUSIP 74683Q 20 0

THIS CERTIFIES THAT

is the owner of Class B shares of
beneficial interest in Putnam New York Intermediate Tax Exempt
Fund, a Series of Putnam New York Tax Exempt Income Trust, fully
paid and nonassessable, the said shares being issued, received
and held under and subject to the terms and provisions of the
Agreement and Declaration of Trust dated as of May 12, 1983, as
amended and restated May 6, 1994, establishing the Putnam New
York Tax Exempt Income Trust, and all amendments thereto, copies
of which are on file with the Secretary of State of The
Commonwealth of Massachusetts. The said owner by accepting this
certificate agrees to and is bound by all of the said terms and
provisions. The shares represented hereby are transferable in
writing by the owner thereof in person or by attorney upon
surrender of this certificate to the Trustees properly endorsed
for transfer. This certificate is executed on behalf of the
Trustees as Trustees and not individually and the obligations
hereof are not binding upon any of the Trustees or shareholders
individually but are binding only upon the assets and property of
the Trust. This certificate is not valid unless countersigned by
the Investor Servicing Agent.

In Witness Whereof the Trustees of Putnam New York
Intermediate Tax Exempt Trust have caused the following facsimile
signatures to be affixed to this certificate.

Dated: COUNTERSIGNED:

PUTNAM INVESTOR SERVICES
a division of Putnam Fiduciary
Trust Company
INVESTOR SERVICING AGENT

FOR THE TRUSTEES AUTHORIZED SIGNATURE

PUTNAM INVESTMENTS
(Logo)

PUTNAM NEW YORK TAX EXEMPT OPPORTUNTIES FUND
Class M Shares

Trust Certificate

Account No. Certificate No. Shares

CUSIP 746840 30 5

THIS CERTIFIES THAT

is the owner of Class M shares of
beneficial interest in Putnam New York Tax Exempt Opportunities
Fund, fully paid and nonassessable, the said shares being issued,
received and held under and subject to the terms and provisions
of the Agreement and Declaration of Trust dated as of September
20, 1990, establishing the Putnam New York Tax Exempt
Opportunities Fund, and all amendments thereto, copies of which
are on file with the Secretary of State of The Commonwealth of
Massachusetts. The said owner by accepting this certificate
agrees to and is bound by all of the said terms and provisions.
The shares represented hereby are transferable in writing by the
owner thereof in person or by attorney upon surrender of this
certificate to the Trustees properly endorsed for transfer. This
certificate is executed on behalf of the Trustees as Trustees and
not individually and the obligations hereof are not binding upon
any of the Trustees or shareholders individually but are binding
only upon the assets and property of the Trust. This certificate
is not valid unless countersigned by the Investor Servicing
Agent.

In Witness Whereof the Trustees of Putnam New York Tax
Exempt Opportunities Fund have caused the following facsimile
signatures to be affixed to this certificate.

Dated: COUNTERSIGNED:

PUTNAM INVESTOR SERVICES
a division of Putnam Fiduciary
Trust Company
INVESTOR SERVICING AGENT

FOR THE TRUSTEES AUTHORIZED SIGNATURE

(PORTIONS OF AGREEMENT AND DECLARATION OF TRUST OF
PUTNAM NEW YORK TAX EXEMPT INCOME TRUST
RELATING TO SHAREHOLDER RIGHTS)

(d) "Shareholder" means a record owner of Shares;

ARTICLE III
SHARES

DIVISION OF BENEFICIAL INTEREST

OWNERSHIP OF SHARES

NO PREEMPTIVE RIGHTS

Section 4. Shareholders shall have no preemptive or other
right to subscribe to any additional Shares or other securities
issued by the Trust.

STATUS OF SHARES AND LIMITATION OF PERSONAL LIABILITY

ARTICLE V
SHAREHOLDERS' VOTING POWERS AND MEETINGS

VOTING POWERS

VOTING POWER AND MEETINGS

ACTION BY WRITTEN CONSENT

ADDITIONAL PROVISIONS

Section 5. The Bylaws may include further provisions not
inconsistent with this Declaration of Trust, regarding
Shareholders' voting powers, the conduct of meetings and related
matters.

ARTICLE VI
DISTRIBUTIONS, REDEMPTIONS AND REPURCHASES

DISTRIBUTIONS

REDEMPTIONS AND REPURCHASES

REDEMPTIONS AT THE OPTION OF THE TRUST

ARTICLE VIII
INDEMNIFICATION

SHAREHOLDERS

ARTICLE IX
MISCELLANEOUS

(PORTIONS OF BYLAWS OF
PUTNAM NATURAL RESOURCES FUND
RELATING TO SHAREHOLDERS' RIGHTS)

ARTICLE 9
ISSUANCE OF SHARES AND SHARE CERTIFICATES

ARTICLE 10
PROVISIONS RELATING TO THE CONDUCT OF THE TRUST'S BUSINESS

ARTICLE 11
SHAREHOLDERS

(i) afford to such applicants access to a list of
names and addresses of all shareholders as recorded on
the books of the Trust; or

ARTICLE 12
PREFERENCES, RIGHTS AND PRIVILEGES OF THE
TRUST'S CLASSES OF SHARES

12.1 GENERAL. Each class of shares of the Trust or of a
particular series of the Trust, as the case may be, will
represent interests in the same portfolio of investments of the
Trust (or that series) and be identical in all respects, except
as set forth below: (a) each class of shares shall be charged
with the expense of any Distribution Plan adopted by the Trust
pursuant to Rule 12b-1 under the Investment Company Act of 1940
with respect to such class of shares, (b) each class of shares
will be charged with any incremental shareholder servicing
expense attributable solely to such class, as determined by the
Trustees (c) each class of shares shall be charged with any other
expenses properly allocated to such class, as determined by the
Trustees and approved by the Securities and Exchange Commission,
(d) each class of shares shall vote as a separate class on
matters which pertain to any Rule 12b-1 Distribution Plan
pertaining to such class of shares, (e) each class of shares will
have only such exchange privileges as may from time to time be
described in the Trust's prospectus with respect to such class,
(f) each class of shares shall bear such designation as may be
approved from time to time by the Trustees and (g) reinvestments
of distributions from the Fund paid with respect to the shares of
a particular class will be paid in additional shares of such
class.

12.2. CONVERSION OF CLASS B SHARES. Except as hereinafter
provided with respect to shares acquired by exchange or
reinvestment of distributions, Class B shares of the Fund will
automatically convert into Class A shares of the Fund at the end
of the month eight years after the month of purchase, or at such
earlier time as the Trustees may in their sole discretion
determine from time to time as to all Class B shares purchased on
or before such date as the Trustees may specify. Class B shares
acquired by exchange from Class B shares of another Putnam Fund
will convert into Class A shares based on the date of the initial
purchase of the Class B shares of such other Fund. Class B
shares acquired through reinvestment of distributions will
convert into Class A shares based on the date of the initial
purchase of Class B shares to which such reinvestment shares
relate. For this purpose, Class B shares acquired through
reinvestment of distributions will be attributed to particular
purchases of Class B shares in accordance with such procedures,
which may include without limitation methods of proration or
approximation, as the Trustees may in their sole discretion
determine from time to time.

PUTNAM NEW YORK TAX EXEMPT INCOME TRUST --
PUTNAM NEW YORK INTERMEDIATE TAX EXEMPT FUND

MANAGEMENT CONTRACT

Management Contract dated as of May 6, 1994 between PUTNAM
NEW YORK TAX EXEMPT INCOME TRUST, a Massachusetts business trust
(the "Trust"), and PUTNAM INVESTMENT MANAGEMENT, INC., a Delaware
corporation (the "Manager") with respect to Putnam New York
Intermediate Tax Exempt Fund, a series of the Trust (the "Fund").

WITNESSETH:

That in consideration of the mutual covenants herein
contained, it is agreed as follows:

1. SERVICES TO BE RENDERED BY MANAGER TO FUND.

(a) The Manager, at its expense, will furnish continuously
an investment program for the Fund, will determine what
investments shall be purchased, held, sold or exchanged by the
Fund and what portion, if any, of the assets of the Fund shall be
held uninvested and shall, on behalf of the Fund, make changes in
the Fund's investments. Subject always to the control of the
Trustees of the Trust and except for the functions carried out by
the officers and personnel referred to in Section 1(d), the
Manager will also manage, supervise and conduct the other affairs
and business of the Trust and matters incidental thereto. In the
performance of its duties, the Manager will comply with the
provisions of the Agreement and Declaration of Trust and By-Laws
of the Trust and the Fund's stated investment objectives,
policies and restrictions, and will use its best efforts to
safeguard and promote the welfare of the Fund and to comply with
other policies which the Trustees may from time to time determine
and shall exercise the same care and diligence expected of the
Trustees.

(b) The Manager, at its expense, except as such expense is
paid by the Fund as provided in Section 1(d), will furnish (1)
all necessary investment and management facilities, including
salaries of personnel, required for it to execute its duties
faithfully; (2) suitable office space for the Trust; and (3)
administrative facilities, including bookkeeping, clerical
personnel and equipment necessary for the efficient conduct of
the affairs of the Fund, including determination of the Fund's
net asset value, but excluding shareholder accounting services.
Except as otherwise provided in Section 1(d), the Manager will
pay the compensation, if any, of the officers of the Trust.

(c) The Manager, at its expense, shall place all orders for
the purchase and sale of portfolio investments for the Fund's
account with brokers or dealers selected by the Manager. In the
selection of such brokers or dealers and the placing of such
orders, the Manager shall use its best efforts to obtain for the
Fund the most favorable price and execution available, except to
the extent it may be permitted to pay higher brokerage
commissions for brokerage and research services as described
below. In using its best efforts to obtain for the Fund the most
favorable price and execution available, the Manager, bearing in
mind the Fund's best interests at all times, shall consider all
factors it deems relevant, including by way of illustration,
price, the size of the transaction, the nature of the market for
the security, the amount of the commission, the timing of the
transaction taking into account market prices and trends, the
reputation, experience and financial stability of the broker or
dealer involved and the quality of service rendered by the broker
or dealer in other transactions. Subject to such policies as the
Trustees of the Trust may determine, the Manager shall not be
deemed to have acted unlawfully or to have breached any duty
created by this Contract or otherwise solely by reason of its
having caused the Fund to pay a broker or dealer that provides
brokerage and research services to the Manager an amount of
commission for effecting a portfolio investment transaction in
excess of the amount of commission another broker or dealer would
have charged for effecting that transaction, if the Manager
determines in good faith that such amount of commission was
reasonable in relation to the value of the brokerage and research
services provided by such broker or dealer, viewed in terms of
either that particular transaction or the Manager's overall
responsibilities with respect to the Fund and to other clients of
the Manager as to which the Manager exercises investment
discretion. The Manager agrees that in connection with purchases
or sales of portfolio investments for the Fund's account, neither
the Manager nor any officer, director, employee or agent of the
Manager shall act as a principal or receive any commission other
than as provided in Section 3.

(d) The Fund will pay or reimburse the Manager for the
compensation in whole or in part of such officers of the Trust
and persons assisting them as may be determined from time to time
by the Trustees of the Trust. The Fund will also pay or
reimburse the Manager for all or part of the cost of suitable
office space, utilities, support services and equipment
attributable to such officers and persons, as may be determined
in each case by the Trustees of the Trust. The Fund will pay the
fees, if any, of the Trustees of the Trust.

(e) The Manager shall pay all expenses incurred in
connection with the organization of the Fund and the initial
public offering and sale of its shares of beneficial interest,
provided that upon the issuance and sale of such shares to the
public pursuant to the offering, and only in such event, the Fund
shall become liable for, and to the extent requested reimburse
the Manager for, registration fees payable to the Securities and
Exchange Commission and for an additional amount not exceeding
$125,000 as its agreed share of such expenses.

(f) The Manager shall not be obligated to pay any expenses
of or for the Fund not expressly assumed by the Manager pursuant
to this Section 1 other than as provided in Section 3.

2. OTHER AGREEMENTS, ETC.

It is understood that any of the shareholders, Trustees,
officers and employees of the Trust may be a shareholder,
director, officer or employee of, or be otherwise interested in,
the Manager, and in any person controlled by or under common
control with the Manager, and that the Manager and any person
controlled by or under common control with the Manager may have
an interest in the Fund. It is also understood that the Manager
and any person controlled by or under common control with the
Manager have and may have advisory, management, service or other
contracts with other organizations and persons, and may have
other interests and business.

3. COMPENSATION TO BE PAID BY THE FUND TO THE MANAGER.

The Fund will pay to the Manager as compensation for the
Manager's services rendered, for the facilities furnished and for
the expenses borne by the Manager pursuant to paragraphs (a),
(b), (c) and (e) of Section 1, a fee, computed and paid quarterly
at the annual rate of:

(a) 0.60% of the first $500 million of the average net
asset value of the Fund;

(b) 0.50% of the next $500 million of such average net
asset value;

(f) 0.40% of any excess over $1.5 billion of such average
net asset value.
<PAGE>
Such average net asset value shall be determined by taking an
average of all of the determinations of such net asset value
during such quarter at the close of business on each business day
during such quarter while this Contract is in effect. Such fee
shall be payable for each fiscal quarter within 30 days after the
close of such quarter and shall commence accruing as of the date
of the initial issuance of shares of the Fund to the public.

The fees payable by the Fund to the Manager pursuant to this
Section 3 shall be reduced by any commissions, fees, brokerage or
similar payments received by the Manager or any affiliated person
of the Manager in connection with the purchase and sale of
portfolio investments of the Fund, less any direct expenses
approved by the Trustees incurred by the Manager or any
affiliated person of the Manager in connection with obtaining
such payments.

In the event that expenses of the Fund for any fiscal year
should exceed the expense limitation on investment company
expenses imposed by any statute or regulatory authority of any
jurisdiction in which shares of the Fund are qualified for offer
or sale, the compensation due the Manager for such fiscal year
shall be reduced by the amount of excess by a reduction or refund
thereof. In the event that the expenses of the Fund exceed any
expense limitation which the Manager may, by written notice to
the Fund, voluntarily declare to be effective subject to such
terms and conditions as the Manager may prescribe in such notice,
the compensation due the Manager shall be reduced, and, if
necessary, the Manager shall assume expenses of the Fund to the
extent required by the terms and conditions of such expense
limitation.

If the Manager shall serve for less than the whole of a
quarter, the foregoing compensation shall be prorated.

4. ASSIGNMENT TERMINATES THIS CONTRACT; AMENDMENTS OF THIS
CONTRACT.

This Contract shall automatically terminate, without the
payment of any penalty, in the event of its assignment; and this
Contract shall not be amended unless such amendment be approved
at a meeting by the affirmative vote of a majority of the
outstanding shares of the Fund, and by the vote, cast in person
at a meeting called for the purpose of voting on such approval,
of a majority of the Trustees of the Trust who are not interested
persons of the Fund or of the Manager.
<PAGE>
5. EFFECTIVE PERIOD AND TERMINATION OF THIS CONTRACT.

This Contract shall become effective upon its execution, and
shall remain in full force and effect continuously thereafter
(unless terminated automatically as set forth in Section 4) until
terminated as follows:

(a) Either party hereto may at any time terminate this
Contract by not more than sixty days' nor less than thirty days'
written notice delivered or mailed by registered mail, postage
prepaid, to the other party, or

(b) If (i) the Trustees of the Trust or the shareholders by
the affirmative vote of a majority of the outstanding shares of
the Fund, and (ii) a majority of the Trustees of the Trust who
are not interested persons of the Trust or of the Manager, by
vote cast in person at a meeting called for the purpose of voting
on such approval, do not specifically approve at least annually
the continuance of this Contract, then this Contract shall
automatically terminate at the close of business on January 31,
1996 or the expiration of one year from the effective date of the
last such continuance, whichever is later.

Action by the Fund under (a) above may be taken either (i)
by vote of a majority of its Trustees, or (ii) by the affirmative
vote of a majority of the outstanding shares of the Fund.

Termination of this Contract pursuant to this Section 5 will
be without the payment of any penalty.

6. CERTAIN DEFINITIONS.

For the purposes of this Contract, the "affirmative vote of
a majority of the outstanding shares of the Fund" means the
affirmative vote, at a duly called and held meeting of
shareholders of the Fund, (a) of the holders of 67% or more of
the shares of the Fund present (in person or by proxy) and
entitled to vote at such meeting, if the holders of more than 50%
of the outstanding shares of the Fund entitled to vote at such
meeting are present in person or by proxy, or (b) of the holders
of more than 50% of the outstanding shares of the Fund entitled
to vote at such meeting, whichever is less.

For the purposes of this Contract, the terms "affiliated
person", "control", "interested person" and "assignment" shall
have their respective meanings defined in the Investment Company
Act of 1940 and the Rules and Regulations thereunder (the "1940
Act"), subject, however, to such exemptions as may be granted by
the Securities and Exchange Commission under said Act; the term
"specifically approve at least annually" shall be construed in a
manner consistent with the 1940 Act, and the Rules and
Regulations thereunder; and the term "brokerage and research
services" shall have the meaning given in the Securities Exchange
Act of 1934 and the Rules and Regulations thereunder.

7. NON-LIABILITY OF MANAGER.

In the absence of willful misfeasance, bad faith or gross
negligence on the part of the Manager, or reckless disregard of
its obligations and duties hereunder, the Manager shall not be
subject to any liability to the Fund or to any shareholder of the
Fund, for any act or omission in the course of, or connected
with, rendering services hereunder.

8. OTHER AGREEMENTS.

This Contract shall in no way amend or otherwise modify the
Distributor's Contract dated between the Trust and
Putnam relating to the shares of the Trust's other series.

9. LIMITATION OF LIABILITY OF THE TRUSTEES, OFFICERS, AND
SHAREHOLDERS.

A copy of the Agreement and Declaration of Trust of the
Trust is on file with the Secretary of State of The Commonwealth
of Massachusetts, and notice is hereby given that this instrument
is executed on behalf of the Trustees of the Trust as Trustees
and not individually and that the obligations of or arising out
of this instrument are not binding upon any of the Trustees,
officers or shareholders individually but are binding only upon
the assets and property of the Fund.

IN WITNESS WHEREOF, PUTNAM NEW YORK TAX EXEMPT INCOME TRUST
and PUTNAM INVESTMENT MANAGEMENT, INC. have each caused this
instrument to be signed in duplicate in its behalf by its
President or a Vice President thereunto duly authorized, all as
of the day and year first above written.

PUTNAM NEW YORK TAX EXEMPT INCOME TRUST

By: --------------------------------
Charles E. Porter
Executive Vice President

PUTNAM INVESTMENT MANAGEMENT, INC.

By: --------------------------------
Lawrence J. Lasser
President

PUTNAM NEW YORK TAX EXEMPT INCOME TRUST
DISTRIBUTOR'S CONTRACT

Distributor's Contract dated May 6, 1994, by and between
PUTNAM NEW YORK TAX EXEMPT INCOME TRUST, a Massachusetts business
trust (the "Trust"), and PUTNAM MUTUAL FUNDS CORP., a
Massachusetts corporation ("Putnam").

WHEREAS, the Trust and Putnam are desirous of entering into
this agreement to provide for the distribution by Putnam of
shares of the various portfolio series of the Trust (each a
"Fund");

NOW, THEREFORE, in consideration of the mutual agreements
contained in the Terms and Conditions of Distributor's Contract
attached to and forming a part of this Contract (the "Terms and
Conditions"), the Trust hereby appoints Putnam as a distributor
of shares of the Trust, and Putnam hereby accepts such
appointment, all as set forth in the Terms and Conditions.

A copy of the Agreement and Declaration of Trust of the
Trust is on file with the Secretary of State of The Commonwealth
of Massachusetts and notice is hereby given that this instrument
is executed on behalf of the Trustees of the Trust as Trustees
and not individually, and that the obligations of or arising out
of this instrument are not binding upon any of the Trustees or
shareholders individually but are binding only upon the assets
and property of the relevant Fund.

IN WITNESS WHEREOF, PUTNAM NEW YORK TAX EXEMPT INCOME TRUST
and PUTNAM MUTUAL FUNDS CORP. have each caused this Distributor's
Contract to be signed in duplicate in its behalf, all as of the
day and year first above written.

PUTNAM NEW YORK TAX EXEMPT
INCOME TRUST

By: -----------------------------
Executive Vice President

PUTNAM MUTUAL FUNDS CORP.

By: -----------------------------
President<PAGE>

TERMS AND CONDITIONS
OF
DISTRIBUTOR'S CONTRACT

1. RESERVATION OF RIGHT NOT TO SELL. The Trust reserves the
right to refuse at any time or times to sell hereunder any shares
of beneficial interest ("shares") of a Fund for any reason deemed
adequate by it.

2. PAYMENTS TO PUTNAM. In connection with the distribution of
shares of a Fund, Putnam will be entitled to receive: (a)
payments pursuant to any Distribution Plan and Agreement from
time to time in effect between the Trust and Putnam with respect
to such Fund or any particular class of shares of such Fund, (b)
any contingent deferred sales charges applicable to the
redemption of shares of such Fund or of any particular class of
shares of such Fund, determined in the manner set forth in the
then current Prospectus and Statement of Additional Information
of such Fund and (c) subject to the provisions of Section 3
below, any front-end sales charges applicable to the sale of
shares of such Fund or of any particular class of shares of such
Fund, less any applicable dealer discount.

3. SALES OF SHARES TO PUTNAM AND SALES BY PUTNAM. Putnam will
have the right, as principal, to sell shares of a Fund to
investment dealers against orders therefor (a) at the public
offering price (calculated as described below) less a discount
determined by Putnam, which discount shall not exceed the amount
of the sales charge referred to below, or (b) at net asset value.
Upon receipt of an order to purchase shares from an investment
dealer with whom Putnam has a Sales Contract, Putnam will
promptly purchase shares from the relevant Fund to fill such
order. The public offering price of a class of shares of a Fund
shall be the net asset value of such shares then in effect, plus
any applicable front-end sales charge determined in the manner
set forth in the then current Prospectus and Statement of
Additional Information of the Fund or as permitted by the
Investment Company Act of 1940, as amended, and the Rules and
Regulations of the Securities and Exchange Commission promulgated
thereunder. In no event shall the public offering price exceed
1000/915ths of such net asset value, and in no event shall any
applicable sales charge exceed 8 1/2% of the public offering
price. The net asset value of the shares shall be determined in
the manner provided in the Agreement and Declaration of Trust of
the Trust as then amended and when determined shall be applicable
to transactions as provided for in the then current Prospectus
and Statement of Additional Information of the relevant Fund.

Putnam will also have the right, as principal, to purchase
shares from a Fund at their net asset value and to sell such
shares to the public against orders therefor at the public
offering price or at net asset value.

Putnam will also have the right, as principal, to sell
shares at their net asset value and not subject to a contingent
deferred sales charge to such persons as may be approved by the
Trustees of the Trust, all such sales to comply with the
provisions of the Investment Company Act of 1940, as amended, and
the Rules and Regulations of the Securities and Exchange
Commission promulgated thereunder.

Putnam will also have the right, as agent for the Trust, to
sell shares at the public offering price or at net asset value to
such persons and upon such conditions as the Trustees of the
Trust may from time to time determine.

On every sale the Trust shall receive the applicable net
asset value of the shares. Putnam will reimburse the Trust for
any increased issue tax paid on account of sales charges. Upon
receipt of registration instructions in proper form and payment
for shares, Putnam will transmit such instructions to the Trust
or its agent for registration of the shares purchased.

4. SALES OF SHARES BY THE TRUST. The Trust reserves the right
to issue shares at any time directly to its shareholders as a
stock dividend or stock split and to sell shares to its
shareholders or to other persons approved by Putnam at not less
than net asset value.

5. REPURCHASE OF SHARES. Putnam will act as agent for the
Trust in connection with the repurchase of shares by the Trust
upon the terms and conditions set forth in the then current
Prospectus and Statement of Additional Information of the
relevant Fund.

6. BASIS OF PURCHASES AND SALES OF SHARES. Putnam will use its
best efforts to place shares sold by it on an investment basis.
Putnam does not agree to sell any specific number of shares.
Shares will be sold by Putnam only against orders therefor.
Putnam will not purchase shares from anyone other than the Trust
or a Fund except in accordance with Section 5, and will not take
"long" or "short" positions in shares contrary to the Agreement
and Declaration of Trust of the Trust.

7. RULES OF NASD, ETC. Putnam will conform to the Rules of
Fair Practice of the National Association of Securities Dealers,
Inc. and the sale of securities laws of any jurisdiction in which
it sells, directly or indirectly, any shares. Putnam also agrees
to furnish to the Trust sufficient copies of any agreements or
plans it intends to use in connection with any sales of shares in
adequate time for the Trust to file and clear them with the
proper authorities before they are put in use, and not to use
them until so filed and cleared.

8. PUTNAM INDEPENDENT CONTRACTOR. Putnam shall be an
independent contractor and neither Putnam nor any of its officers
or employees as such is or shall be an employee of the Trust.
Putnam is responsible for its own conduct and the employment,
control and conduct of its agents and employees and for injury to
such agents or employees or to others through its agents or
employees. Putnam assumes full responsibility for its agents and
employees under applicable statutes and agrees to pay all
employer taxes thereunder.

Putnam will maintain at its own expense insurance against
public liability in such an amount as the Trustees of the Trust
may from time to time reasonably request.

9. EXPENSES. Putnam will pay all expenses of qualifying shares
for sale under the so-called "Blue Sky" laws of any state (except
expenses of any action by the Trust relating to its Agreement and
Declaration of Trust or other matters in which the Trust has a
direct concern), and expenses of preparing, printing and
distributing advertising and sales literature (apart from
expenses of registering shares under the Securities Act of 1933,
as amended, and the Investment Company Act of 1940, as amended,
and the preparation and printing of Prospectuses and Statements
of Additional Information and reports as required by said Acts
and the direct expenses of the issue of shares, except that
Putnam will pay the cost of the preparation and printing of
Prospectuses and Statements of Additional Information and
shareholders' reports used by it and by others in the sale of
shares to the extent such cost is not paid by others).

10. INDEMNIFICATION OF TRUST. Putnam agrees to indemnify and
hold harmless the Trust and each person who has been, is, or may
hereafter be a Trustee of the Trust against expenses reasonably
incurred by any of them in connection with any claim or in
connection with any action, suit or proceeding to which any of
them may be a party, which arises out of or is alleged to arise
out of any misrepresentation or omission to state a material
fact, or out of any alleged misrepresentation or omission to
state a material fact, on the part of Putnam or any agent or
employee of Putnam or any other person for whose acts Putnam is
responsible or is alleged to be responsible unless such
misrepresentation or omission was made in reliance upon written
information furnished by the Trust. Putnam also agrees likewise
to indemnify and hold harmless the Trust and each such person in
connection with any claim or in connection with any action, suit
or proceeding which arises out of or is alleged to arise out of
Putnam's (or an affiliate of Putnam's) failure to exercise
reasonable care and diligence with respect to its services
rendered in connection with investment, reinvestment, automatic
withdrawal and other plans for shares. The term "expenses"
includes amounts paid in satisfaction of judgments or in
settlements which are made with Putnam's consent. The foregoing
rights of indemnification shall be in addition to any other
rights to which the Trust or a Trustee may be entitled as a
matter of law.

11. ASSIGNMENT TERMINATES THIS CONTRACT; AMENDMENTS OF THIS
CONTRACT. This Contract shall automatically terminate, without
the payment of any penalty, in the event of its assignment. This
Contract may be amended only if such amendment be approved either
by action of the Trustees of the Trust or at a meeting of the
shareholders of the relevant Fund by the affirmative vote of a
majority of the outstanding shares of such Fund, and by a
majority of the Trustees of the Trust who are not interested
persons of the Trust or of Putnam by vote cast in person at a
meeting called for the purpose of voting on such approval.

12. EFFECTIVE PERIOD AND TERMINATION OF THIS CONTRACT. This
Contract shall take effect upon the date first above written and
shall remain in full force and effect continuously (unless
terminated automatically as set forth in Section 11) until
terminated with respect to a particular Fund:

(a) Either by the Trust or Putnam by not more
than sixty (60) days' nor less than ten (10) days'
written notice delivered or mailed by registered
mail, postage prepaid, to the other party; or

(b) If the continuance of this Contract after
January 31, 1995 is not specifically approved at
least annually by the Trustees of the Trust or the
shareholders of the relevant Fund by the affirmative
vote of a majority of the outstanding shares of such
Fund, and by a majority of the Trustees of the Trust
who are not interested persons of the Trust or of
Putnam by vote cast in person at a meeting called for
the purpose of voting on such approval.

Action by the Trust under (a) above may be taken either (i)
by vote of its Trustees or (ii) by the affirmative vote of a
majority of the outstanding shares of the relevant Fund. The
requirement under (b) above that continuance of this Contract be
"specifically approved at least annually" shall be construed in a
manner consistent with the Investment Company Act of 1940, as
amended, and the Rules and Regulations thereunder.

Termination of this Contract pursuant to this Section 12
shall be without the payment of any penalty.

13. CERTAIN DEFINITIONS. For the purposes of this Contract,
the "affirmative vote of a majority of the outstanding shares of
a Fund" means the affirmative vote, at a duly called and held
meeting of shareholders of such Fund, (a) of the holders of 67%
or more of the shares of such Fund present (in person or by
proxy) and entitled to vote at such meeting, if the holders of
more than 50% of the outstanding shares of such Fund entitled to
vote at such meeting are present in person or by proxy, or (b) of
the holders of more than 50% of the outstanding shares of such
Fund entitled to vote at such meeting, whichever is less.

For the purposes of this Contract, the terms "interested
person" and "assignment" shall have the meanings defined in the
Investment Company Act of 1940, as amended, subject, however, to
such exemptions as may be granted by the Securities and Exchange
Commission under said Act.

s:\shared\discon.ser

PUTNAM NEW YORK TAX EXEMPT OPPORTUNITIES FUND
DISTRIBUTOR'S CONTRACT

Distributor's Contract dated May 6, 1994, by and between
PUTNAM NEW YORK TAX EXEMPT OPPORTUNITIES FUND, a Massachusetts
business trust (the "Fund"), and PUTNAM MUTUAL FUNDS CORP., a
Massachusetts corporation ("Putnam").

WHEREAS, the Fund and Putnam are desirous of entering into
this agreement to provide for the distribution by Putnam of
shares of the Fund;

NOW, THEREFORE, in consideration of the mutual agreements
contained in the Terms and Conditions of Distributor's Contract
attached to and forming a part of this Contract (the "Terms and
Conditions"), the Fund hereby appoints Putnam as a distributor of
shares of the Fund, and Putnam hereby accepts such appointment,
all as set forth in the Terms and Conditions.

A copy of the Agreement and Declaration of Trust of the Fund
is on file with the Secretary of State of The Commonwealth of
Massachusetts and notice is hereby given that this instrument is
executed on behalf of the Trustees of the Fund as Trustees and
not individually, and that the obligations of or arising out of
this instrument are not binding upon any of the Trustees or
shareholders individually but are binding only upon the assets
and property of the Fund.

IN WITNESS WHEREOF, PUTNAM NEW YORK TAX EXEMPT OPPORTUNITIES
FUND and PUTNAM MUTUAL FUNDS CORP. have each caused this
Distributor's Contract to be signed in duplicate in its behalf,
all as of the day and year first above written.

PUTNAM NEW YORK TAX EXEMPT
OPPORTUNITIES FUND

By: -----------------------------
Executive Vice President

PUTNAM MUTUAL FUNDS CORP.

By: -----------------------------
President<PAGE>

TERMS AND CONDITIONS
OF
DISTRIBUTOR'S CONTRACT

1. RESERVATION OF RIGHT NOT TO SELL. The Fund reserves the
right to refuse at any time or times to sell any of its shares of
beneficial interest ("shares") hereunder for any reason deemed
adequate by it.

2. PAYMENTS TO PUTNAM. In connection with the distribution of
shares of the Fund, Putnam will be entitled to receive: (a)
payments pursuant to any Distribution Plan and Agreement from
time to time in effect between the Fund and Putnam with respect
to the Fund or any particular class of shares of the Fund, (b)
any contingent deferred sales charges applicable to the
redemption of shares of the Fund or of any particular class of
shares of the Fund, determined in the manner set forth in the
then current Prospectus and Statement of Additional Information
of the Fund and (c) subject to the provisions of Section 3 below,
any front-end sales charges applicable to the sale of shares of
the Fund or of any particular class of shares of the Fund, less
any applicable dealer discount.

3. SALES OF SHARES TO PUTNAM AND SALES BY PUTNAM. Putnam will
have the right, as principal, to sell shares of the Fund to
investment dealers against orders therefor (a) at the public
offering price (calculated as described below) less a discount
determined by Putnam, which discount shall not exceed the amount
of the sales charge referred to below, or (b) at net asset value.
Upon receipt of an order to purchase Fund shares from an
investment dealer with whom Putnam has a Sales Contract, Putnam
will promptly purchase shares from the Fund to fill such order.
The public offering price of a class of shares shall be the net
asset value of such shares then in effect, plus any applicable
front-end sales charge determined in the manner set forth in the
then current Prospectus and Statement of Additional Information
of the Fund or as permitted by the Investment Company Act of
1940, as amended, and the Rules and Regulations of the Securities
and Exchange Commission promulgated thereunder. In no event
shall the public offering price exceed 1000/915ths of such net
asset value, and in no event shall any applicable sales charge
exceed 8 1/2% of the public offering price. The net asset value
of the shares shall be determined in the manner provided in the
Agreement and Declaration of Trust of the Fund as then amended
and when determined shall be applicable to transactions as
provided for in the then current Prospectus and Statement of
Additional Information of the Fund.

Putnam will also have the right, as principal, to purchase
shares from the Fund at their net asset value and to sell such
shares to the public against orders therefor at the public
offering price or at net asset value.

Putnam will also have the right, as principal, to sell
shares at their net asset value and not subject to a contingent
deferred sales charge to such persons as may be approved by the
Trustees of the Fund, all such sales to comply with the
provisions of the Investment Company Act of 1940, as amended, and
the Rules and Regulations of the Securities and Exchange
Commission promulgated thereunder.

Putnam will also have the right, as agent for the Fund, to
sell shares at the public offering price or at net asset value to
such persons and upon such conditions as the Trustees of the Fund
may from time to time determine.

On every sale the Fund shall receive the applicable net
asset value of the shares. Putnam will reimburse the Fund for
any increased issue tax paid on account of sales charges. Upon
receipt of registration instructions in proper form and payment
for shares, Putnam will transmit such instructions to the Fund or
its agent for registration of the shares purchased.

4. SALES OF SHARES BY THE FUND. The Fund reserves the right to
issue shares at any time directly to its shareholders as a stock
dividend or stock split and to sell shares to its shareholders or
to other persons approved by Putnam at not less than net asset
value.

5. REPURCHASE OF SHARES. Putnam will act as agent for the Fund
in connection with the repurchase of shares by the Fund upon the
terms and conditions set forth in the then current Prospectus and
Statement of Additional Information of the Fund.

6. BASIS OF PURCHASES AND SALES OF SHARES. Putnam will use its
best efforts to place shares sold by it on an investment basis.
Putnam does not agree to sell any specific number of shares.
Shares will be sold by Putnam only against orders therefor.
Putnam will not purchase shares from anyone other than the Fund
except in accordance with Section 5, and will not take "long" or
"short" positions in shares contrary to the Agreement and
Declaration of Trust of the Fund.

7. RULES OF NASD, ETC. Putnam will conform to the Rules of
Fair Practice of the National Association of Securities Dealers,
Inc. and the sale of securities laws of any jurisdiction in which
it sells, directly or indirectly, any shares. Putnam also agrees
to furnish to the Fund sufficient copies of any agreements or
plans it intends to use in connection with any sales of shares in
adequate time for the Fund to file and clear them with the proper
authorities before they are put in use, and not to use them until
so filed and cleared.

8. PUTNAM INDEPENDENT CONTRACTOR. Putnam shall be an
independent contractor and neither Putnam nor any of its officers
or employees as such is or shall be an employee of the Fund.
Putnam is responsible for its own conduct and the employment,
control and conduct of its agents and employees and for injury to
such agents or employees or to others through its agents or
employees. Putnam assumes full responsibility for its agents and
employees under applicable statutes and agrees to pay all
employer taxes thereunder.

Putnam will maintain at its own expense insurance against
public liability in such an amount as the Trustees of the Fund
may from time to time reasonably request.

9. EXPENSES. Putnam will pay all expenses of qualifying shares
of the Fund for sale under the so-called "Blue Sky" laws of any
state (except expenses of any action by the Fund relating to its
Agreement and Declaration of Trust or other matters in which the
Fund has a direct concern), and expenses of preparing, printing
and distributing advertising and sales literature (apart from
expenses of registering shares under the Securities Act of 1933,
as amended, and the Investment Company Act of 1940, as amended,
and the preparation and printing of Prospectuses and Statements
of Additional Information and reports as required by said Acts
and the direct expenses of the issue of shares, except that
Putnam will pay the cost of the preparation and printing of
Prospectuses and Statements of Additional Information and
shareholders' reports used by it and by others in the sale of
Fund shares to the extent such cost is not paid by others).

10. INDEMNIFICATION OF FUND. Putnam agrees to indemnify and
hold harmless the Fund and each person who has been, is, or may
hereafter be a Trustee of the Fund against expenses reasonably
incurred by any of them in connection with any claim or in
connection with any action, suit or proceeding to which any of
them may be a party, which arises out of or is alleged to arise
out of any misrepresentation or omission to state a material
fact, or out of any alleged misrepresentation or omission to
state a material fact, on the part of Putnam or any agent or
employee of Putnam or any other person for whose acts Putnam is
responsible or is alleged to be responsible unless such
misrepresentation or omission was made in reliance upon written
information furnished by the Fund. Putnam also agrees likewise
to indemnify and hold harmless the Fund and each such person in
connection with any claim or in connection with any action, suit
or proceeding which arises out of or is alleged to arise out of
Putnam's (or an affiliate of Putnam's) failure to exercise
reasonable care and diligence with respect to its services
rendered in connection with investment, reinvestment, automatic
withdrawal and other plans for shares. The term "expenses"
includes amounts paid in satisfaction of judgments or in
settlements which are made with Putnam's consent. The foregoing
rights of indemnification shall be in addition to any other
rights to which the Fund or a Trustee may be entitled as a matter
of law.

11. ASSIGNMENT TERMINATES THIS CONTRACT; AMENDMENTS OF THIS
CONTRACT. This Contract shall automatically terminate, without
the payment of any penalty, in the event of its assignment. This
Contract may be amended only if such amendment be approved either
by action of the Trustees of the Fund or at a meeting of the
shareholders of the Fund by the affirmative vote of a majority of
the outstanding shares of the Fund, and by a majority of the
Trustees of the Fund who are not interested persons of the Fund
or of Putnam by vote cast in person at a meeting called for the
purpose of voting on such approval.

(a) Either by the Fund or Putnam by not more
than sixty (60) days' nor less than ten (10) days'
written notice delivered or mailed by registered
mail, postage prepaid, to the other party; or

(b) If the continuance of this Contract after
January 31, 1995 is not specifically approved at
least annually by the Trustees of the Fund or the
shareholders of the Fund by the affirmative vote of a
majority of the outstanding shares of the Fund, and
by a majority of the Trustees of the Fund who are not
interested persons of the Fund or of Putnam by vote
cast in person at a meeting called for the purpose of
voting on such approval.

Action by the Fund under (a) above may be taken either (i) by
vote of its Trustees or (ii) by the affirmative vote of a
majority of the outstanding shares of the Fund. The requirement
under (b) above that continuance of this Contract be
"specifically approved at least annually" shall be construed in a
manner consistent with the Investment Company Act of 1940, as
amended, and the Rules and Regulations thereunder.

Termination of this Contract pursuant to this Section 12
shall be without the payment of any penalty.

13. CERTAIN DEFINITIONS. For the purposes of this
Contract, the "affirmative vote of a majority of the outstanding
shares of the Fund" means the affirmative vote, at a duly called
and held meeting of shareholders of the Fund, (a) of the holders
of 67% or more of the shares of the Fund present (in person or by
proxy) and entitled to vote at such meeting, if the holders of
more than 50% of the outstanding shares of the Fund entitled to
vote at such meeting are present in person or by proxy, or (b) of
the holders of more than 50% of the outstanding shares of the
Fund entitled to vote at such meeting, whichever is less.

S:\shared\discon1

PUTNAM NEW YORK TAX EXEMPT MONEY MARKET FUND
DISTRIBUTOR'S CONTRACT

Distributor's Contract dated May 6, 1994, by and between
PUTNAM NEW YORK TAX EXEMPT MONEY MARKET FUND, a Massachusetts
business trust (the "Fund"), and PUTNAM MUTUAL FUNDS CORP., a
Massachusetts corporation ("Putnam").

WHEREAS, the Fund and Putnam are desirous of entering into
this agreement to provide for the distribution by Putnam of
shares of the Fund;

NOW, THEREFORE, in consideration of the mutual agreements
contained in the Terms and Conditions of Distributor's Contract
attached to and forming a part of this Contract (the "Terms and
Conditions"), the Fund hereby appoints Putnam as a distributor of
shares of the Fund, and Putnam hereby accepts such appointment,
all as set forth in the Terms and Conditions.

IN WITNESS WHEREOF, PUTNAM NEW YORK TAX EXEMPT MONEY MARKET
FUND and PUTNAM MUTUAL FUNDS CORP. have each caused this
Distributor's Contract to be signed in duplicate in its behalf,
all as of the day and year first above written.

PUTNAM NEW YORK TAX EXEMPT
MONEY MARKET FUND

By: -----------------------------
Executive Vice President

PUTNAM MUTUAL FUNDS CORP.

By: -----------------------------
President<PAGE>

TERMS AND CONDITIONS
OF
DISTRIBUTOR'S CONTRACT

Putnam will also have the right, as principal, to sell
shares at their net asset value and not subject to a contingent
deferred sales charge to such persons as may be approved by the
Trustees of the Fund, all such sales to comply with the
provisions of the Investment Company Act of 1940, as amended, and
the Rules and Regulations of the Securities and Exchange
Commission promulgated thereunder.

6. BASIS OF PURCHASES AND SALES OF SHARES. Putnam will use its
best efforts to place shares sold by it on an investment basis.
Putnam does not agree to sell any specific number of shares.
Shares will be sold by Putnam only against orders therefor.
Putnam will not purchase shares from anyone other than the Fund
except in accordance with Section 5, and will not take "long" or
"short" positions in shares contrary to the Agreement and
Declaration of Trust of the Fund.

7. RULES OF NASD, ETC. Putnam will conform to the Rules of
Fair Practice of the National Association of Securities Dealers,
Inc. and the sale of securities laws of any jurisdiction in which
it sells, directly or indirectly, any shares. Putnam also agrees
to furnish to the Fund sufficient copies of any agreements or
plans it intends to use in connection with any sales of shares in
adequate time for the Fund to file and clear them with the proper
authorities before they are put in use, and not to use them until
so filed and cleared.

Putnam will maintain at its own expense insurance against
public liability in such an amount as the Trustees of the Fund
may from time to time reasonably request.

11. ASSIGNMENT TERMINATES THIS CONTRACT; AMENDMENTS OF THIS
CONTRACT. This Contract shall automatically terminate, without
the payment of any penalty, in the event of its assignment. This
Contract may be amended only if such amendment be approved either
by action of the Trustees of the Fund or at a meeting of the
shareholders of the Fund by the affirmative vote of a majority of
the outstanding shares of the Fund, and by a majority of the
Trustees of the Fund who are not interested persons of the Fund
or of Putnam by vote cast in person at a meeting called for the
purpose of voting on such approval.

(a) Either by the Fund or Putnam by not more
than sixty (60) days' nor less than ten (10) days'
written notice delivered or mailed by registered
mail, postage prepaid, to the other party; or

Termination of this Contract pursuant to this Section 12
shall be without the payment of any penalty.

S:\shared\discon1

DEALER SALES CONTRACT

Between: PUTNAM MUTUAL FUNDS CORP. and
General Distributor of
The Putnam Family of Mutual Funds
P.O. Box 2701
Boston, MA 02208

As general distributor of The Putnam Family of Mutual Funds (the
"Funds"), we agree to sell you shares of beneficial interest
issued by the Funds (the "Shares"), subject to any limitations
imposed by any of the Funds and to confirmation by us in each
instance of such sales. By your acceptance hereof, you agree to
all of the following terms and conditions:

1. OFFERING PRICE AND FEES

The public offering price at which you may offer the Shares is
the net asset value thereof, as computed from time to time, plus
any applicable sales charge described in the then-current
Prospectus of the applicable Fund. As compensation for each sale
of Shares made by you, you will be allowed the dealer discount,
if any, on such Shares described in the then-current Prospectus
of the Fund whose Shares are sold. We reserve the right to
revise the dealer discount referred to herein upon ten days'
written notice to you. We will furnish you upon request with the
public offering prices for the Shares, and you agree to quote
such prices in connection with any Shares offered by you for
sale. Your attention is specifically called to the fact that
each sale is always made subject to confirmation by us at the
public offering price next computed after receipt of the order.
There is no sales charge or dealer discount to dealers on the
reinvestment of dividends and distributions.

In addition to the dealer discount, if any, allowed pursuant to
the foregoing provisions of this Section 1, we may, at our
expense, provide additional promotional incentives or payments to
dealers. If non-cash concessions are provided, each dealer
earning such a concession may elect to receive an amount in cash
equivalent to the cost of providing such concessions. Notice of
the availability of concessions will be given to you by us. All
dealer discounts, promotional incentives, payments and
concessions will be made by us in accordance with National
Association of Securities Dealers, Inc. ("NASD") guidelines and
rules.
<PAGE>
2. MANNER OF OFFERING,
SELLING AND PURCHASING SHARES

We have delivered to you a copy of each Fund's current Prospectus
and will provide you with such number of copies of each Fund's
Prospectus, Statement of Additional Information and shareholder
reports and of supplementary sales materials prepared by us, as
you may reasonably request. You will offer and sell the Shares
only in accordance with the terms and conditions of the current
Prospectus and Statement of Additional Information of the
applicable Fund. Neither you nor any other person is authorized
to give any information or to make any representations other than
those contained in such Prospectuses, Statements of Additional
Information and shareholder reports or in such supplementary
sales materials. You agree that you will not use any other
offering materials for the Funds without our written consent.

You hereby agree (i) to exercise your best efforts to find
purchasers for the Shares of the Funds, (ii) to furnish to each
person to whom any sale is made a copy of the then-current
Prospectus of the applicable fund, (iii) to transmit to us
promptly upon receipt any and all orders received by you, and
(iv) to pay to us the offering price, less any dealer discount to
which you are entitled, within five (5) business days of our
confirmation of your order, or such shorter time as may be
required by law. If such payment is not received within said
time period, we reserve the right, without prior notice, to
cancel the sale, or at our option to return the Shares to the
issuer for redemption or repurchase. In the latter case, we
shall have the right to hold you responsible for any loss
resulting to us. Should payment be made by check on your local
bank, liquidation of Shares may be delayed pending clearance of
your check. You agree to issue confirmations promptly for all
accepted purchase orders for accounts held in street name. You
shall make all sales subject to our confirmation. All orders are
subject to acceptance or rejection by us in our sole discretion,
and by the Funds in their sole discretion. The procedure stated
herein relating to the pricing and handling of orders shall be
subject to instructions which we may forward to you from time to
time.

3. COMPLIANCE WITH LAW

You hereby represent that you are registered as a broker-dealer
under the Securities Exchange Act of 1934, as amended, and are
licensed and qualified as a broker-dealer or otherwise authorized
to offer and sell the Shares under the laws of each jurisdiction
in which the Shares will be offered and sold by you. You further
confirm that you are a member in good standing of the NASD and
agree to maintain such membership in good standing or, in the
alternative, you are a foreign dealer not eligible for membership
in the NASD.

You agree that in selling Shares you will comply with all
applicable laws, rules and regulations, including the applicable
provisions of the Securities Act of 1933, as amended, the
applicable rules and regulations of the NASD, and the applicable
rules and regulations of any jurisdiction in which you sell,
directly or indirectly, any Shares. You agree not to offer for
sale or sell the Shares in any jurisdiction in which the Shares
are not qualified for sale or in which you are not qualified as a
broker-dealer.

4. RELATIONSHIP WITH DEALERS

In offering and selling Shares under this Contract, you shall be
acting as principal and nothing herein shall be construed to
constitute you or any of your agents, employees or
representatives as our agent or employee, or as an agent or
employee of the Funds. As general distributor of the Funds, we
shall have full authority to take such action as we may deem
advisable in respect of all matters pertaining to the
distribution of the Shares. We shall not be under any obligation
to you, except for obligations expressly assumed by us in this
Contract.

5. TERMINATION

Either party hereto may terminate this Contract, without cause,
upon ten days' written notice to the other party. We may
terminate this Contract for cause upon the violation by you of
any of the provisions hereof, such termination to become
effective on the date such notice of termination is mailed to
you. This Contract shall terminate automatically if either Party
ceases to be a member of the NASD.

6. ASSIGNABILITY

This Contract is not assignable or transferable, except that we
may assign or transfer this Contract to any successor which
becomes general distributor of the Funds.

7. GOVERNING LAW

This Contract and the rights and obligations of the parties
hereunder shall be governed by and construed under the laws of
The Commonwealth of Massachusetts.
<PAGE>
If the foregoing correctly sets forth our understanding, please
indicate your acceptance thereof in the space provided below for
that purpose, whereupon this letter shall constitute a binding
agreement between us.

Very truly yours,

PUTNAM MUTUAL FUNDS CORP.

By:
------------------------------
William N. Shiebler, President
and Chief Executive Officer

We accept and agree to the foregoing Contract as of the date set
forth below.

Dealer

----------------------------

By: ----------------------------
Authorized Signature, Title

----------------------------

----------------------------
Address

Dated ----------------------------

Please return the signed Putnam copy to Putnam Mutual Funds
Corp., P.O. Box 2701, Boston, MA 02208

NF-22.94

FINANCIAL INSTITUTION SALES CONTRACT

Between: and

PUTNAM MUTUAL FUNDS CORP.
General Distributor of
The Putnam Family of Mutual Funds
P. O. Box 2701
Boston, MA 02208

As general distributor of The Putnam Family of Mutual Funds (the
"Funds"), we agree that you will make available to your
customers, under an agency relationship with your customers,
shares of beneficial interest issued by the Funds (the "Shares"),
subject to any limitations imposed by any of the Funds and to
confirmation by us of each transaction. By your acceptance
hereof, you agree to all of the following terms and conditions:

1. OFFERING PRICES AND FEES

The public offering price at which you may make the Shares
available to your customers is the net asset value thereof, as
computed from time to time, plus any applicable sales charge
described in the then-current Prospectus of the applicable Fund.
In the case of purchases by you, as agent for your customers, of
Shares sold with a sales charge, you shall receive an agency
commission consisting of a portion of the public offering price,
determined on the same basis as the "dealer discount" described
in the then-current Prospectus of the Fund, and such other
compensation to dealers as may be described therein, which shall
be payable to you at the same time and on the same basis as the
same is paid to such dealers, consistent with applicable law,
rules and regulations. In determining the amount of any agency
commission payable to you hereunder, we reserve the right to
exclude any purchases for any accounts which we reasonably
determine are not made in accordance with the terms of the
applicable Fund Prospectus and the provisions of this Contract.
We reserve the right to revise the agency commission referred to
herein upon ten days' written notice to you. We will furnish you
upon request with the public offering prices for the Shares, and
you agree to quote such prices in connection with any Shares made
available by you as agent for your customers. Your attention is
specifically called to the fact that each purchase of Shares by
your customers is always made subject to confirmation by us at
the public offering price next computed after receipt of the
order. There is no sales charge or agency commission to you on
the reinvestment of dividends and distributions.
<PAGE>
2. MANNER OF MAKING SHARES AVAILABLE FOR PURCHASE

We will, upon request, deliver to you a copy of each Fund's then-
current Prospectus and will provide you with such number of
copies of each Fund's then-current Prospectus, Statement of
Additional Information and shareholder reports and of
supplementary sales materials prepared by us, as you may
reasonably request. It shall be your obligation to ensure that
all such information and materials are distributed to your
customers who own Shares, in accordance with securities and/or
banking law and regulations and any other applicable regulations.
Neither you nor any other person is authorized to give any
information or to make any representations other than those
contained in such Prospectuses, Statements of Additional
Information and shareholder reports or in such supplementary
sales materials. You shall not furnish or cause to be furnished
to any person, display or publish any information or materials
relating to any Fund (including, without limitation, promotional
materials and sales literature, advertisements, press releases,
announcements, statements, posters, signs or other similar
material), except such information and materials as may be
furnished to you by us or the Fund, and such other information
and materials as may be approved in writing by us.

You hereby agree:

(i) to not purchase any Shares as agent for any customer,
unless you deliver or cause to be delivered to such
customer, at or prior to the time of such purchase, a copy
of the then-current Prospectus of the applicable Fund unless
such customer has acknowledged receipt of the Prospectus of
such Fund. You hereby represent that you understand your
obligation to deliver a prospectus to customers who purchase
Shares pursuant to federal securities laws and you have
taken all necessary steps to comply with such prospectus
delivery requirements;

(ii)to transmit to us promptly upon receipt any and all
orders received by you, it being understood that no
conditional orders will be accepted;

(iii) to obtain from each customer for whom you act as agent
for the purchase of Shares any taxpayer identification
number certification and backup withholding information
required under the Internal Revenue Code of 1986, as amended
from time to time (the "Code"), and the regulations
promulgated thereunder, or other sections of the Code which
may become applicable, and to provide us or our designee
with timely written notice of any failure to obtain such
taxpayer identification number certification or information
in order to enable the implementation of any required backup
withholding in accordance with the Code and the regulations
thereunder; and

(iv) to pay to us the offering price, less any agency
commission to which you are entitled, within five (5)
business days of our confirmation of your customer's order,
or such shorter time as may be required by law. You may,
subject to our approval, remit the total public offering
price to us, and we will return to you your agency
commission. If such payment is not received within said
time period, we reserve the right, without prior notice, to
cancel the sale, or at our option to return the Shares to
the issuer for redemption or repurchase. In the latter
case, we shall have the right to hold you responsible for
any loss resulting to us. Should payment be made by local
bank check, liquidation of Shares may be delayed pending
clearance of your check.

Unless otherwise mutually agreed in writing or except as provided
below, each transaction placed by you shall be promptly confirmed
by us in writing to you, and shall be confirmed to the customer
promptly upon receipt by us of instructions from you as to such
customer. In the case of a purchase order by customer's
application, each transaction shall be promptly confirmed in
writing directly to the customer and a copy of each confirmation
shall be sent simultaneously to you. We reserve the right, at
our discretion and without notice, to suspend the sale of Shares
or withdraw entirely the sale of Shares of any or all of the
Funds. All orders are subject to acceptance or rejection by us
in our sole discretion, and by the Funds in their sole
discretion. The procedure stated herein relating to the pricing
and handling of orders shall be subject to instructions which we
may forward to you from time to time.

3. COMPLIANCE WITH LAW

You hereby represent that you are either (1) a "bank" as defined
in Section 3(a)(6) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and at the time of each transaction
in shares of the Funds, are not required to register as a broker-
dealer under the Exchange Act or regulations thereunder; or (2)
registered as a broker-dealer under the Exchange Act, a member in
good standing of the National Association of Securities Dealers,
Inc. ("NASD") and affiliated with a bank.

(a) If you are a bank, not required to register as a broker-
dealer under the Exchange Act: You further represent and warrant
to us that with respect to any sales in the United States, you
will use your best efforts to ensure that any purchase of Shares
by your customers constitutes a suitable investment for such
customers. You shall not effect any transaction in, or induce
any purchase or sale of, any Shares by means of any manipulative,
deceptive or other fraudulent device or contrivance, and shall
otherwise deal equitably and fairly with your customers with
respect to transactions in Shares of a Fund.

(b) If you are a NASD member broker-dealer affiliated with a
bank and registered under the Exchange Act: You further
represent and warrant to us that with respect to any sales in the
United States, you agree to abide by all of the applicable laws,
rules and regulations including applicable provisions of the
Securities Act of 1933, as amended, and the applicable rules and
regulations of the NASD, including, without limitation, its Rules
of Fair Practice, and the applicable rules and regulations of any
jurisdiction in which you make Shares available for sale to your
customers. You agree not to make available for sale to your
customers the Shares in any jurisdiction in which the Shares are
not qualified for sale or in which you are not qualified as a
broker-dealer. We shall have no obligation or responsibility as
to your right to make Shares of any Funds available to your
customers in any jurisdiction. You agree to notify us
immediately in the event of (i) your expulsion or suspension from
the NASD or your becoming subject to any enforcement action by
the Securities and Exchange Commission, NASD, or any other self-
regulatory organization, or (ii) your violation of any applicable
federal or state law, rule or regulation including, but not
limited to, those of the SEC, NASD or other self-regulatory
organization, arising out of or in connection with this
Agreement, or which may otherwise affect in any material way your
ability to act in accordance with the terms of this Contract.

You shall not make Shares of any Fund available to your
customers, including your fiduciary customers, except in
compliance with all federal and state laws and rules and
regulations of regulatory agencies or authorities applicable to
you, or any of your affiliates engaging in such activity, which
may affect your business practices. You confirm that you are not
in violation of any banking law or regulations as to which you
are subject.

4. RELATIONSHIP WITH CUSTOMER

With respect to any and all transactions in the Shares of any
Fund pursuant to this Contract, it is understood and agreed in
each case that: (a) you shall be acting solely as agent for the
account of your customer; (b) each transaction shall be initiated
solely upon the order of your customer; (c) we shall execute
transactions only upon receiving instructions from you acting as
agent for your customer or upon receiving instructions directly
from your customer; (d) as between you and your customer, your
customer will have full beneficial ownership of all Shares; (e)
each transaction shall be for the account of your customer and
not for your account; and (f) unless otherwise agreed in writing
we will serve as a clearing broker for you on a fully disclosed
basis, and you shall serve as the introducing agent for your
customers' accounts. Subject to the foregoing, however, and
except for Shares sold subject to a contingent deferred sales
charge, you may maintain record ownership of such customers'
Shares in an account registered in your name or the name of your
nominee, for the benefit of such customers. With respect to
Shares sold subject to a contingent deferred sales charge, you
agree not to hold shares of such Funds in an account registered
in your name or in the name of your nominee for the benefit of
certain of your customers. You understand that such Shares must
be held in a separate account for each shareholder of such Funds.
Each transaction shall be without recourse to you provided that
you act in accordance with the terms of this Agreement. You
represent and warrant to us that you will have full right, power
and authority to effect transactions (including, without
limitation, any purchases and redemptions) in Shares on behalf of
all customer accounts provided by you.

5. RELATIONSHIP WITH FINANCIAL INSTITUTION

Neither this Contract nor the performance of the services of the
respective parties hereunder shall be considered to constitute an
exclusive arrangement, or to create a partnership, association or
joint venture between you and us. In making available Shares of
the Funds under this Contract, nothing herein shall be construed
to constitute you or any of your agents, employees or
representatives as our agent or employee, or as an agent or
employee of the Funds, and you shall not make any representations
to the contrary. As general distributor of the Funds, we shall
have full authority to take such action as we may deem advisable
in respect of all matters pertaining to the distribution of the
Shares. We shall not be under any obligation to you, except for
obligations expressly assumed by us in this Contract.

6. TERMINATION

Either party hereto may terminate this Contract, without cause,
upon ten days' written notice to the other party. We may
terminate this Contract for cause upon the violation by you of
any of the provisions hereof, such termination to become
effective on the date such notice of termination is mailed to
you. If you are registered as a broker-dealer and affiliated
with a bank, this Contract shall terminate automatically if
either Party ceases to be a member of the NASD.

7. ASSIGNABILITY

This Contract is not assignable or transferable, except that we
may assign or transfer this Contract to any successor which
becomes general distributor of the Funds.
<PAGE>
8. MISCELLANEOUS

(a) All communications mailed to us should be sent to the above
address. Any notice to you shall be duly given if mailed or
delivered to you at the address specified by you below.

(b) This Contract constitutes the entire agreement and
understanding between the parties and supercedes any and all
prior agreements between the parties.

(c) This Contract and the rights and obligations of the parties
hereunder shall be governed by and construed under the laws of
The Commonwealth of Massachusetts.

Very truly yours,

PUTNAM MUTUAL FUNDS CORP.

By: ------------------------------
William N. Shiebler, President
and Chief Executive Officer

We accept and agree to the foregoing Contract as of the date
set forth below.

Financial Institution: ---------------------------

By: ----------------------------
Authorized Signature, Title

----------------------------

----------------------------
Address

Dated: ----------------------------

Please return the signed Putnam copy of this sales Contract to
Putnam Mutual Funds Corp., P. O. Box 2701, Boston, MA 02208.

NF-59.94

<PAGE>

CUSTODIAN AGREEMENT

AGREEMENT made as of the 3rd day of May, 1991, as amended
July 13, 1992, between each of the Putnam Funds listed in
Schedule A, each of such Funds acting on its own behalf
separately from all the other Funds and not jointly or jointly
and severally with any of the other Funds (each of the Funds
being hereinafter referred to as the "Fund"), and Putnam
Fiduciary Trust Company (the "Custodian").

WHEREAS, the Custodian represents to the Fund that it is
eligible to serve as a custodian for a management investment
company registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), and

WHEREAS, the Fund wishes to appoint the Custodian as the
Fund's custodian.

NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the parties hereto agree as follows:

1. APPOINTMENT OF CUSTODIAN. The Fund hereby employs and
appoints the Custodian as custodian of its assets for the term
and subject to the provisions of this Agreement. At the
direction of the Custodian, the Fund agrees to deliver to the
Sub-Custodians appointed pursuant to Section 2 below (the "Sub-
Custodians") securities, funds and other property owned by it.
The Custodian shall have no responsibility or liability for or on
account of securities, funds or other property not so delivered
to the Sub-Custodians. Upon request, the Fund shall deliver to
the Custodian or to such Sub-Custodians as the Custodian may
direct such proxies, powers of attorney or other instruments as
may be reasonably necessary or desirable in connection with the
performance by the Custodian or any Sub-Custodian of their
respective obligations under this Agreement or any applicable
Sub-Custodian Agreement.

2. APPOINTMENT OF SUB-CUSTODIANS. The Custodian may at any
time and from time to time appoint, at its own cost and expense,
as a Sub-Custodian for the Fund any bank or trust company which
meets the requirements of the 1940 Act and the rules and
regulations thereunder to act as a custodian, provided that the
Fund shall have approved in writing any such bank or trust
company and the Custodian gives prompt written notice to the Fund
of any such appointment. The agreement between the Custodian and
any Sub-Custodian shall be substantially in the form of the Sub-
Custodian agreement attached hereto as Exhibit 1 (the "Sub-
Custodian Agreement") unless otherwise approved by the Fund,
provided, however, that the agreement between the Custodian and
any Sub-Custodian appointed primarily for the purpose of holding
foreign securities of the Fund shall be substantially in the form
of the Sub-Custodian Agreement attached hereto as Exhibit 1(A)
(the "Foreign Sub-Custodian Agreement"; the "Sub-Custodian
Agreement" and the "Foreign Sub-Custodian Agreement" are herein
referred to collectively and each individually as the "Sub-
Custodian Agreement"). All Sub-Custodians shall be subject to
the instructions of the Custodian and not the Fund. The
Custodian may, at any time in its discretion, remove any bank or
trust company which has been appointed as a Sub-Custodian but
shall in such case promptly notify the Fund in writing of any
such action. Securities, funds and other property of the Fund
delivered pursuant to this Agreement shall be held exclusively by
Sub-Custodians appointed pursuant to the provisions of this
Section 2.

The Sub-Custodians which the Fund has approved to date are
set forth in Schedule B hereto. Schedule B shall be amended from
time to time as Sub-Custodians are changed, added or deleted. The
Fund shall be responsible for informing the Custodian
sufficiently in advance of a proposed investment which is to be
held at a location not listed on Schedule B, in order that there
shall be sufficient time for the Custodian to put the appropriate
arrangements in place with such Sub-Custodian pursuant to such
Sub-Custodian Agreement.

With respect to the securities, funds or other property held
by a Sub-Custodian, the Custodian shall be liable to the Fund if
and only to the extent that such Sub-Custodian is liable to the
Custodian. The Custodian shall nevertheless be liable to the
Fund for its own negligence in transmitting any instructions
received by it from the Fund and for its own negligence in
connection with the delivery of any securities, funds or other
property of the Fund to any such Sub-Custodian.

In the event that any Sub-Custodian appointed pursuant to
the provisions of this Section 2 fails to perform any of its
obligations under the terms and conditions of the applicable Sub-
Custodian Agreement, the Custodian shall use its best efforts to
cause such Sub-Custodian to perform such obligations. In the
event that the Custodian is unable to cause such Sub-Custodian to
perform fully its obligations thereunder, the Custodian shall
forthwith terminate such Sub-Custodian and, if necessary or
desirable, appoint another Sub-Custodian in accordance with the
provisions of this Section 2. The Custodian may with the
approval of the Fund commence any legal or equitable action which
it believes is necessary or appropriate in connection with the
failure by a Sub-Custodian to perform its obligations under the
applicable Sub-Custodian Agreement. Provided the Custodian shall
not have been negligent with respect to any such matter, such
action shall be at the expense of the Fund. The Custodian shall
keep the Fund fully informed regarding such action and the Fund
may at any time upon notice to the Custodian elect to take
responsibility for prosecuting such action. In such event the
Fund shall have the right to enforce and shall be subrogated to
the Custodian's rights against any such Sub-Custodian for loss or
damage caused the Fund by such Sub-Custodian.

At the written request of the Fund, the Custodian will
terminate any Sub-Custodian appointed pursuant to the provisions
of this Section 2 in accordance with the termination provisions
of the applicable Sub-Custodian Agreement. The Custodian will
not amend any Sub-Custodian Agreement in any material manner
except upon the prior written approval of the Fund and shall in
any case give prompt written notice to the Fund of any amendment
to the Sub-Custodian Agreement.

3. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE FUND
HELD BY SUB-CUSTODIANS.

3.1 HOLDING SECURITIES - The Custodian shall cause one or
more Sub-Custodians to hold and, by book-entry or otherwise,
identify as belonging to the Fund all non-cash property delivered
to such Sub-Custodian.

3.2 DELIVERY OF SECURITIES - The Custodian shall cause Sub-
Custodians holding securities of the Fund to release and deliver
securities owned by the Fund held by the Sub-Custodian or in a
Securities System account of the Sub-Custodian only upon receipt
of Proper Instructions, which may be continuing instructions when
deemed appropriate by the parties, and only in the following
cases:

3.2.1 Upon sale of such securities for the account
of the Fund and receipt of payment therefor;
PROVIDED, HOWEVER, that a Sub-Custodian may
release and deliver securities prior to the
receipt of payment therefor if (i) in the
Sub-Custodian's judgment, (A) release and
delivery prior to payment is required by the
terms of the instrument evidencing the
security or (B) release and delivery prior
to payment is the prevailing method of
settling securities transactions between
institutional investors in the applicable
market and (ii) release and delivery prior
to payment is in accordance with generally
accepted trade practice and with any
applicable governmental regulations and the
rules of Securities Systems or other
securities depositories and clearing
<PAGE>
agencies in the applicable market. The
Custodian agrees, upon request, to advise
the Fund of all pending transactions in
which release and delivery will be made
prior to the receipt of payment therefor;

3.2.2 Upon the receipt of payment in connection
with any repurchase agreement related to
such securities entered into by the Fund;

3.2.3 In the case of a sale effected through a
Securities System, in accordance with the
provisions of Section 3.12 hereof;

3.2.4 To the depository agent in connection with
tender or other similar offers for portfolio
securities of the Fund; provided that, in
any such case, the cash or other
consideration is thereafter to be delivered
to the Sub-Custodian;

3.2.5 To the issuer thereof or its agent, when
such securities are called, redeemed,
retired or otherwise become payable;
provided that, in any such case, the cash or
other consideration is to be delivered to
the Sub-Custodian;

3.2.6 To the issuer thereof, or its agent for
transfer into the name of the Fund or into
the name of any nominee or nominees of the
Sub-Custodian or into the name or nominee
name of any agent appointed pursuant to
Section 3.11 or any other name permitted
pursuant to Section 3.3; or for exchange for
a different number of bonds, certificates or
other evidence representing the same
aggregate face amount or number of units;
provided that, in any such case, the new
securities are to be delivered to the Sub-
Custodian;

3.2.7 Upon the sale of such securities for the
account of the Fund, to the broker or its
clearing agent, against a receipt, for
examination in accordance with "street
delivery" custom; provided that in any such
case, the Sub-Custodian shall have no
<PAGE>
responsibility or liability for any loss
arising from the delivery of such securities
prior to receiving payment for such
securities except as may arise from the Sub-
Custodian's own negligence or willful
misconduct;

3.2.8 For exchange or conversion pursuant to any
plan of merger, consolidation,
recapitalization, reorganization or
readjustment of the securities of the issuer
of such securities, or pursuant to
provisions for conversion contained in such
securities, or pursuant to any deposit
agreement; provided that, in any such case,
the new securities and cash, if any, are to
be delivered to the Sub-Custodian;

3.2.9 In the case of warrants, rights or similar
securities, the surrender thereof in the
exercise of such warrants, rights or similar
securities or the surrender of interim
receipts or temporary securities for
definitive securities; provided that, in any
such case, the new securities and cash, if
any, are to be delivered to the Sub-
Custodian;

3.2.10 For delivery in connection with any loans of
securities made by the Fund, but only
against receipt of adequate collateral as
agreed upon from time to time by the
Custodian and the Fund, which may be in the
form of cash or obligations issued by the
United States government, its agencies or
instrumentalities; except that in connection
with any loan of securities held in a
Securities System for which collateral is to
credited to the Sub-Custodian's account in
another Securities System, the Sub-Custodian
will not be held liable or responsible for
delivery of the securities prior to the
receipt of such collateral.

3.2.11 For delivery as security in connection with
any borrowings by the Fund requiring a
pledge of assets by the Fund, but only
against receipt of amounts borrowed;

3.2.12 Upon receipt of instructions from the
transfer agent ("Transfer Agent") for the
Fund, for delivery to such Transfer Agent or
to the shareholders of the Fund in
connection with distributions in kind, as
may be described from time to time in the
Fund's Declaration of Trust and currently
effective registration statement, if any, in
satisfaction of requests by Fund
shareholders for repurchase or redemption;

3.2.13 For delivery to another Sub-Custodian of the
Fund; and

3.2.14 For any other proper corporate purpose, but
only upon receipt of, in addition to Proper
Instructions, a certified copy of a
resolution of the Trustees or of the
Executive Committee of the Fund signed by an
officer of the Fund and certified by its
Clerk or an Assistant Clerk, specifying the
securities to be delivered, setting forth
the purpose for which such delivery is to be
made, declaring such purposes to be proper
corporate purposes, and naming the person or
persons to whom delivery of such securities
shall be made.

3.3 REGISTRATION OF SECURITIES. Securities of the
Fund held by the Sub-Custodians hereunder (other than bearer
securities) shall be registered in the name of the Fund or
in the name of any nominee of the Fund or of any nominee of
the Sub-Custodians or any 17f-5 Sub-Custodian or Foreign
Depository (as each of those terms is defined in the Foreign
Sub-Custodian Agreement, which nominee shall be assigned
exclusively to the Fund, unless the Fund has authorized in
writing the appointment of a nominee to be used in common
with other registered investment companies having the same
investment adviser as the Fund, or in the name or nominee
name of any agent appointed pursuant to Section 3.12.
Notwithstanding the foregoing, a Sub-Custodian, agent, 17f-5
Sub-Custodian or Foreign Depository may hold securities of
the Fund in a nominee name which is used for its other
clients provided that such name is not used by the Sub-
Custodian, agent, 17f-5 Sub-Custodian or Foreign Depository
for its own securities and that securities of the Fund are,
by book-entry or otherwise, at all times identified as
belonging to the Fund and distinguished from other
securities held for other clients using the same nominee
name. In addition, and notwithstanding the foregoing, a
Sub-Custodian or agent thereof or 17f-5 Sub-Custodian or
Foreign Depository may hold securities of the Fund in its
own name if such registration is the prevailing method in
the applicable market by which custodians register
securities of institutional clients and provided that
securities of the Fund are, by book-entry or otherwise, at
all times identified as belonging to the Fund and
distinguished from other securities held for other clients
or for the Sub-Custodian or agent thereof or 17f-5 Sub-
Custodian or Foreign Depository. All securities accepted by
a Sub-Custodian under the terms of a Sub-Custodian Agreement
shall be in good delivery form.

3.4 BANK ACCOUNTS. The Custodian shall cause one or
more Sub-Custodians to open and maintain a separate bank account
or accounts in the name of the Fund or the Custodian, subject
only to draft or order by the Sub-Custodian acting pursuant to
the terms of a Sub-Custodian Contract or by the Custodian acting
pursuant to this Agreement, and shall hold in such account or
accounts, subject to the provisions hereof, all cash received by
it from or for the account of the Fund, other than cash
maintained by the Fund in a bank account established and used in
accordance with Rule 17f-3 under the Investment Company Act of
1940. Funds held by the Sub-Custodian for the Fund may be
deposited by it to its credit as sub-custodian or to the
Custodian's credit as custodian in the Banking Department of the
Sub-Custodian or in such other banks or trust companies as it may
in its discretion deem necessary or desirable; provided, however,
that every such bank or trust company shall be qualified to act
as a custodian under the Investment Company Act of 1940 and that
each such bank or trust company and the funds to be deposited
with each such bank or trust company shall be approved by vote of
a majority of the Trustees of the Fund. Such funds shall be
deposited by the Sub-Custodian or the Custodian in its capacity
as sub-custodian or custodian, respectively, and shall be
withdrawable by the Sub-Custodian or the Custodian only in that
capacity. The Sub-Custodian shall be liable for actual losses
incurred by the Fund attributable to any failure on the part of
the Sub-Custodian to report accurate cash availability
information with respect to the Fund's or the Custodian's bank
accounts maintained by the Sub-Custodian or any of its agents.

3.5 PAYMENTS FOR SHARES. The Custodian shall cause one or
more Sub-Custodians to deposit into the Fund's account amounts
received from the Transfer Agent of the Fund for shares of the
Fund issued by the Fund and sold by its distributor. The
Custodian will provide timely notification to the Fund of any
receipt by the Sub-Custodian from the Transfer Agent of payments
for shares of the Fund.

3.6 AVAILABILITY OF FEDERAL FUNDS. Upon mutual agreement
between the Fund and the Custodian, the Custodian shall cause one
or more Sub-Custodians, upon the receipt of Proper Instructions,
to make federal funds available to the Fund as of specified times
agreed upon from time to time by the Fund and the Custodian with
respect to amounts received by the Sub-Custodians for the
purchase of shares of the Fund.

3.7 COLLECTION OF INCOME. The Custodian shall cause one or
more Sub-Custodians to collect on a timely basis all income and
other payments with respect to registered securities held
hereunder, including securities held in a Securities System, to
which the Fund shall be entitled either by law or pursuant to
custom in the securities business, and shall collect on a timely
basis all income and other payments with respect to bearer
securities if, on the date of payment by the issuer, such
securities are held by the Sub-Custodian or agent thereof and
shall credit such income, as collected, to the Fund's account.
Without limiting the generality of the foregoing, the Custodian
shall cause the Sub-Custodian to detach and present for payment
all coupons and other income items requiring presentation as and
when they become due and shall collect interest when due on
securities held under the applicable Sub-Custodian Agreement.
Arranging for the collection of income due the Fund on securities
loaned pursuant to the provisions of Section 3.2.10 shall be the
responsibility of the Fund. The Custodian will have no duty or
responsibility in connection therewith, other than to provide the
Fund with such information or data as may be necessary to assist
the Fund in arranging for the timely delivery to the Sub-
Custodian of the income to which the Fund is properly entitled.

3.8 PAYMENT OF FUND MONIES. Upon receipt of Proper
Instructions, which may be continuing instructions when deemed
appropriate by the parties, the Custodian shall cause one or more
Sub-Custodians to pay out monies of the Fund in the following
cases only:

3.8.1 Upon the purchase of securities for the
account of the Fund but only (a) against the
delivery of such securities to the Sub-
Custodian (or any bank, banking firm or
trust company doing business in the United
States or abroad which is qualified under
the Investment Company Act of 1940, as
amended, to act as a custodian and has been
designated by the Sub-Custodian as its agent
for this purpose) or any 17f-5 Sub-Custodian
or any Foreign Depository registered in the
name of the Fund or in the name of a nominee
of the Sub-Custodian referred to in Section
3.3 hereof or in proper form for transfer;
PROVIDED, HOWEVER, that the Sub-Custodian
may cause monies of the Fund to be paid out
prior to delivery of such securities if (i)
in the Sub-Custodian's judgment, (A) payment
prior to delivery is required by the terms
of the instrument evidencing the security or
(B) payment prior to delivery is the
prevailing method of settling securities
transactions between institutional investors
in the applicable market and (ii) payment
prior to delivery is in accordance with
generally accepted trade practice and with
any applicable governmental regulations and
the rules of Securities Systems or other
securities depositories and clearing
agencies in the applicable market; the
Custodian agrees, upon request, to advise
the Fund of all pending transactions in
which payment will be made prior to the
receipt of securities in accordance with the
provision to the foregoing sentence; (b) in
the case of a purchase effected through a
Securities System, in accordance with the
conditions set forth in Section 3.13 hereof;
or (c)(i) in the case of a repurchase
agreement entered into between the Fund and
the Sub-Custodian, another bank, or a
broker-dealer against delivery of the
securities either in certificate form or
through an entry crediting the Sub-
Custodian's account at the Federal Reserve
Bank with such securities or (ii) in the
case of a repurchase agreement entered into
between the Fund and the Sub-Custodian,
against delivery of a receipt evidencing
purchase by the Fund of Securities owned by
the Sub-Custodian along with written
evidence of the agreement by the Sub-
Custodian to repurchase such securities from
the Fund; or (d) for transfer to a time
deposit account of the Fund in any bank,
whether domestic or foreign, which transfer
may be effected prior to receipt of a
confirmation of the deposit from the
applicable bank or a financial intermediary;

3.8.2 In connection with conversion, exchange or
surrender of securities owned by the Fund as
set forth in Section 3.2 hereof;

3.8.3 For the redemption or repurchase of Shares
issued by the Fund as set forth in Section
3.10 hereof;

3.8.4 For the payment of any expense or liability
incurred by the Fund, including but not
limited to the following payments for the
account of the Fund: interest, taxes,
management, accounting, transfer agent and
legal fees, including the Custodian's fee;
and operating expenses of the Fund whether
or not such expenses are to be in whole or
part capitalized or treated as deferred
expenses;

3.8.5 For the payment of any dividends or other
distributions declared to shareholders of
the Fund;

3.8.6 For transfer to another Sub-Custodian of the
Fund;

3.8.7 For any other proper purpose, but only upon
receipt of, in addition to Proper
Instructions, a certified copy of a
resolution of the Trustees or of the
Executive Committee of the Fund signed by an
officer of the Fund and certified by its
Clerk or an Assistant Clerk, specifying the
amount of such payment, setting forth the
purpose for which such payment is to be
made, declaring such purpose to be a proper
purpose, and naming the person or persons to
whom such payments is to be made.

3.9 LIABILITY FOR PAYMENT IN ADVANCE OF RECEIPT OF
SECURITIES PURCHASED. Except as otherwise provided in this
Agreement, in any and every case where payment for purchase of
securities for the account of the Fund is made by a Sub-Custodian
in advance of receipt of the securities purchased in the absence
of specific written instructions from the Fund to so pay in
advance, the Custodian shall cause the Sub-Custodian to be
absolutely liable to the Fund in the event any loss results to
the Fund from the payment by the Sub-Custodian in advance of
delivery of such securities.

3.10 PAYMENTS FOR REPURCHASE OR REDEMPTIONS OF SHARES OF
THE FUND. From such funds as may be available, the Custodian
shall, upon receipt Proper Instructions, cause one or more Sub-
Custodians to make funds available for payment to a shareholder
who has delivered to the Transfer Agent a request for redemption
or repurchase of shares of the Fund. In connection with the
redemption or repurchase of shares of the Fund, the Custodian is
authorized, upon receipt of Proper Instructions, to cause one or
more Sub-Custodian, to wire funds to or through a commercial bank
designated by the redeeming shareholder. In connection with the
redemption or repurchase of Shares of the Fund, the Custodian,
upon receipt of Proper Instructions, shall cause one or more Sub-
Custodians to honor checks drawn on the Sub-Custodian by a
shareholder when presented to the Sub-Custodian in accordance
with such procedures and controls as are mutually agreed upon
from time to time among the Fund, the Custodian and the Sub-
Custodian.

3.11 APPOINTMENT OF AGENTS. The Custodian may permit
any Sub-Custodian at any time or times in its discretion to
appoint (and may at any time remove) any other bank or trust
company which is itself qualified under the Investment Company
Act of 1940, as amended, to act as a custodian, as its agent to
carry out such of the provisions of this Section 3 as the Sub-
Custodian may from time to time direct; provided, however, that
the appointment of any agent shall not relieve the Custodian or
any Sub-Custodian of its responsibilities or liabilities
hereunder and provided that any such agent shall have been
approved by vote of the Trustees of the Fund. The Custodian may
also permit any Sub-Custodian to which foreign securities of the
Fund have been delivered to direct such securities to be held by
17f-5 Sub-Custodians and to use the facilities of Foreign
Depositories, as those terms are defined in the Foreign Sub-
Custodian Agreement, in accordance with the terms of the Foreign
Sub-Custodian Agreement.

The agents which the Fund and the Custodian have approved to
date are set forth in Schedule B hereto. Schedule B shall be
amended from time to time as agents are changed, added or
deleted. The Fund shall be responsible for informing the
Custodian, and the Custodian shall be responsible for informing
the appropriate Sub-Custodian, sufficiently in advance of a
proposed investment which is to be held at a location not listed
on Schedule B, in order that there shall be sufficient time for
the Sub-Custodian to complete the appropriate contractual and
technical arrangements with such agent. Any Sub-Custodian
Agreement shall provide that the engagement by the Sub-Custodian
of one or more agents shall not relieve the Sub-Custodian of its
responsibilities or liabilities thereunder.

3.12 DEPOSIT OF FUND ASSETS IN SECURITIES SYSTEMS. The
Custodian may permit any Sub-Custodian to deposit and/or maintain
securities owned by the Fund in a clearing agency registered with
the Securities and Exchange Commission under Section 17A of the
Securities Exchange Act of 1934, which acts as a securities
depository, or in the book-entry system authorized by the U.S.
Department of the Treasury and certain federal agencies,
collectively referred to herein as "Securities System" in
accordance with applicable rules and regulations (including Rule
17f-4 of the 1940 Act) and subject to the following provisions:

3.12.1 The Sub-Custodian may, either directly or
through one or more agents, keep securities
of the Fund in a Securities System provided
that such securities are represented in an
account ("Account") of the Sub-Custodian in
the Securities System which shall not
include any assets of the Sub-Custodian
other than assets held as a fiduciary,
custodian or otherwise for customers;

3.12.2 The records of the Sub-Custodian with
respect to securities of the Fund which are
maintained in a Securities System shall
identify by book-entry those securities
belonging to the Fund;

3.12.3 The Sub-Custodian shall pay for securities
purchased for the account of the Fund upon
(i) receipt of advice from the Securities
System that such securities have been
transferred to the Account, and (ii) the
making of an entry on the records of the
Sub-Custodian to reflect such payment and
transfer for the account of the Fund. The
Sub-Custodian shall transfer securities sold
for the account of the Fund upon (i) receipt
of advice from the Securities System that
payment for such securities has been
transferred to the Account, and (ii) the
making of an entry on the records of the
Sub-Custodian to reflect such transfer and
payment for the account of the Fund. Copies
of all advices from the Securities System of
transfers of securities for the account of
the Fund shall identify the Fund, be
maintained for the Fund by the Sub-Custodian
or such an agent and be provided to the Fund
at its request. The Sub-Custodian shall
furnish the Fund confirmation of each
transfer to or from the account of the Fund
in the form of a written advice or notice
and shall furnish to the Fund copies of
daily transaction sheets reflecting each
day's transactions in the Securities System
for the account of the Fund on the next
business day;

3.12.4 The Sub-Custodian shall provide the Fund
with any report obtained by the Sub-
Custodian on the Securities System's
accounting system, internal accounting
controls and procedures for safeguarding
securities deposited in the Securities
System;

3.12.5 The Sub-Custodian shall utilize only such
Securities Systems as are approved by the
Board of Trustees of the Fund, and included
on a list maintained by the Custodian;
<PAGE>
3.12.6 Anything to the contrary in this Agreement
notwithstanding, the Sub-Custodian shall be
liable to the Fund for any loss or damage to
the Fund resulting from use of the
Securities System by reason of any
negligence, misfeasance or misconduct of the
Sub-Custodian or any of its agents or of any
of its or their employees or from failure of
the Sub-Custodian or any such agent to
enforce effectively such rights as it may
have against the Securities System; at the
election of the Fund, it shall be entitled
to be subrogated to the rights of the Sub-
Custodian with respect to any claim against
the Securities System or any other person
which the Sub-Custodian may have as a
consequence of any such loss or damage if
and to the extent that the Fund has not been
made whole for any such loss or damage.

3.12A DEPOSITARY RECEIPTS. Only upon receipt of Proper
Instructions, the Sub-Custodian shall instruct a 17f-5 Sub-
Custodian or an agent of the Sub-Custodian appointed pursuant to
the applicable Foreign Sub-Custodian Agreement (an "Agent") to
surrender securities to the depositary used by an issuer of
American Depositary Receipts or International Depositary Receipts
(hereinafter collectively referred to as "ADRs") for such
securities against a written receipt therefor adequately
describing such securities and written evidence satisfactory to
the 17f-5 Sub-Custodian or Agent that the depositary has
acknowledged receipt of instructions to issue with respect to
such securities ADRs in the name of the Sub-Custodian, or a
nominee of the Sub-Custodian, for delivery to the Sub-Custodian.

Only upon receipt of Proper Instructions, the Sub-Custodian
shall surrender ADRs to the issuer thereof against a written
receipt therefor adequately describing the ADRs surrendered and
written evidence satisfactory to the Sub-Custodian that the
issuer of the ADRs has acknowledged receipt of instructions to
cause its depository to deliver the securities underlying such
ADRs to a 17f-5 Sub-Custodian or an Agent.

3.12BFOREIGN EXCHANGE TRANSACTIONS AND FUTURES
CONTRACTS. Only upon receipt of Proper Instructions, the Sub-
Custodian shall enter into foreign exchange contracts or options
to purchase and sell foreign currencies for spot and future
delivery on behalf and for the account of the Fund or shall enter
into futures contracts or options on futures contracts. Such
transactions may be undertaken by the Sub-Custodian with such
banking institutions, including the Sub-Custodian and 17f-5 Sub-
Custodian(s) appointed pursuant to the applicable Foreign Sub-
Custodian Agreement, as principals, as approved and authorized by
the Fund. Foreign exchange contracts, futures contracts and
options, other than those executed with the Sub-Custodian, shall
for all purposes of this Agreement be deemed to be portfolio
securities of the Fund.

3.12COPTION TRANSACTIONS. Only upon receipt of Proper
Instructions, the Sub-Custodian shall enter into option
transactions in accordance with the provisions of any agreement
among the Fund, the Custodian and/or the Sub-Custodian and a
broker-dealer.

3.13 OWNERSHIP CERTIFICATES FOR TAX PURPOSES. The
Custodian shall cause one or more Sub-Custodians as may be
appropriate to execute ownership and other certificates and
affidavits for all federal and state tax purposes in connection
with receipt of income or other payments with respect to
securities of the Fund held by the Sub-Custodian and in
connection with transfers of securities.

3.14 PROXIES. The Custodian shall, with respect to the
securities held by the Sub-Custodians, cause to be promptly
executed by the registered holder of such securities, if the
securities are registered other than in the name of the Fund or a
nominee of the fund, all proxies, without indication of the
manner in which such proxies are to be voted, and shall promptly
deliver to the Fund such proxies, all proxy soliciting materials
and all notices relating to such securities.

3.15 COMMUNICATIONS RELATING TO FUND PORTFOLIO
SECURITIES. The Custodian shall cause the Sub-Custodians to
transmit promptly to the Custodian, and the Custodian shall
transmit promptly to the Fund, all written information
(including, without limitation, pendency of calls and maturities
of securities and expirations of rights in connection therewith)
received by the Sub-Custodian from issuers of the securities
being held for the account of the Fund. With respect to tender
or exchange offers, the Custodian shall cause the Sub-Custodian
to transmit promptly to the Fund, all written information
received by the Sub-Custodian from issuers of the securities
whose tender or exchange is sought and from the party (or his
agents) making the tender or exchange offer. If the Fund desires
to take action with respect to any tender offer, exchange offer
or any other similar transaction, the Fund shall notify the
Custodian of the action the Fund desires such Sub-Custodian to
take, provided, however, neither the Custodian nor the Sub-
Custodian shall be liable to the Fund for the failure to take any
such action unless such instructions are received by the
Custodian at least four business days prior to the date on which
the Sub-Custodian is to take such action or, in the case of
foreign securities, such longer period as shall have been agreed
upon in writing by the Custodian and the Sub-Custodian.

3.16 PROPER INSTRUCTIONS. Proper Instructions as used
throughout this Agreement means a writing signed or initialed by
one or more person or persons who are authorized by the Trustees
of the Fund and the Custodian. Each such writing shall set forth
the specific transaction or type of transaction involved,
including a specific statement of the purpose for which such
action is requested. Oral instructions will be considered Proper
Instructions if the Custodian or Sub-Custodian, as the case may
be, reasonably believes them to have been given by a person
authorized to give such instructions with respect to the
transaction involved. All oral instructions shall be confirmed
in writing. Proper Instructions also include communications
effected directly between electro-mechanical or electronic
devices provided that the Trustees have approved such procedures.
Notwithstanding the foregoing, no Trustee, officer, employee or
agent of the Fund shall be permitted access to any securities or
similar investments of the Fund deposited with any Sub-Custodian
or any agent of any Sub-Custodian for any reason except in
accordance with the provisions of Rule 17f-2 under the 1940 Act.

3.17 ACTIONS PERMITTED WITHOUT EXPRESS AUTHORITY. The
Custodian may in its discretion, and may permit one or more Sub-
Custodians in their discretion, without express authority from
the Fund to:

3.17.1 make payments to itself or others for minor
expenses of handling securities or other
similar items relating to its duties under
this Agreement, or in the case of a Sub-
Custodian, under the applicable Sub-
Custodian Agreement, provided that all such
payments shall be accounted for to the Fund;

3.17.2 surrender securities in temporary form for
securities in definitive form;

3.17.3 endorse for collection, in the name of the
Fund, checks, drafts and other negotiable
instruments; and

3.17.4 in general, attend to all non-discretionary
details in connection with the sale,
exchange, substitution, purchase, transfer
and other dealings with the securities and
property of the Fund except as otherwise
directed by the Trustees of the Fund.

3.18 EVIDENCE OF AUTHORITY. The Custodian shall be
protected in acting upon any instructions, notice, request,
consent, certificate or other instrument or paper believed by it
to be genuine and to have been properly executed by or on behalf
of the Fund.

3.19 INVESTMENT LIMITATIONS. In performing its duties
generally, and more particularly in connection with the purchase,
sale and exchange of securities made by or for the Fund, the
Custodian may assume, unless and until notified in writing to the
contrary, that Proper Instructions received by it are not in
conflict with or in any way contrary to any provisions of the
Fund's Declaration of Trust or By-Laws (or comparable documents)
or votes or proceedings of the shareholders or Trustees of the
Fund. The Custodian shall in no event be liable to the Fund and
shall be indemnified by the Fund for any violation of any
investment limitations to which the Fund is subject or other
limitations with respect to the Fund's powers to expend funds,
encumber securities, borrow or take similar actions affecting its
portfolio.

4. PERFORMANCE STANDARDS. The Custodian shall use its best
efforts to perform its duties hereunder in accordance with the
standards set forth in Schedule C hereto. Schedule C may be
amended from time to time as agreed to by the Custodian and the
Trustees of the Fund.

5. RECORDS. The Custodian shall create and maintain all
records relating to the Custodian's activities and obligations
under this Agreement and cause all Sub-Custodians to create and
maintain all records relating to the Sub-Custodian's activities
and obligations under the appropriate Sub-Custodian Agreement in
such manner as will meet the obligations of the Fund under the
1940 Act, with particular attention to Sections 17(f) and 31
thereof and Rules 17f-2, 31a-1 and 31a-2 thereunder, applicable
federal and state tax laws, and any other law or administrative
rules or procedures which may be applicable to the Fund. All
such records shall be the property of the Fund and shall at all
times during the regular business hours of the Custodian or
during the regular business hours of the Sub-Custodian, as the
case may be, be open for inspection by duly authorized officers,
employees or agents of the Custodian and Fund and employees and
agents of the Securities and Exchange Commission. At the Fund's
request, the Custodian shall supply the Fund and cause one or
more Sub-Custodians to supply the Custodian with a tabulation of
securities owned by the Fund and held under this Agreement. When
requested to do so by the Fund and for such compensation as shall
be agreed upon, the Custodian shall include and cause one or more
Sub-Custodians to include certificate numbers in such
tabulations.

6. OPINION AND REPORTS OF FUND'S INDEPENDENT ACCOUNTANTS. The
Custodian shall take all reasonable actions, as the Fund may from
time to time request, to furnish such information with respect to
its activities hereunder as the Fund's independent public
accountants may request in connection with the accountant's
verification of the Fund's securities and similar investments as
required by Rule 17f-2 under the 1940 Act, the preparation of the
Fund's registration statement and amendments thereto, the Fund's
reports to the Securities and Exchange Commission, and with
respect to any other requirements of such Commission.

The Custodian shall also direct any Sub-Custodian to take
all reasonable actions, as the Fund may from time to time
request, to furnish such information with respect to its
activities under the applicable Sub-Custodian Agreement as the
Fund's independent public accountant may request in connection
with the accountant's verification of the Fund's securities and
similar investments as required by Rule 17f-2 under the 1940 Act,
the preparation of the Fund's registration statement and
amendments thereto, the Fund's reports to the Securities and
Exchange Commission, and with respect to any other requirements
of such Commission.

7. REPORTS OF CUSTODIAN'S AND SUB-CUSTODIANS' INDEPENDENT
ACCOUNTANTS. The Custodian shall provide the Fund, at such times
as the Fund may reasonably require, with reports by its
independent public accountant on its accounting system, internal
accounting controls and procedures for safeguarding securities,
including securities deposited and/or maintained in Securities
Systems, relating to services provided by the Custodian under
this Agreement. The Custodian shall also cause one or more of
the Sub-Custodians to provide the Fund, at such time as the Fund
may reasonably require, with reports by independent public
accountants on their accounting systems, internal accounting
controls and procedures for safeguarding securities, including
securities deposited and/or maintained in Securities Systems,
relating to services provided by those Sub-Custodians under their
respective Sub-Custody Agreements. Such reports, which shall be
of sufficient scope and in sufficient detail as may reasonably be
required by the Fund, shall provide reasonable assurance that any
material inadequacies would be disclosed by such examinations,
and, if there is no such inadequacies, shall so state.

8. COMPENSATION. The Custodian shall be entitled to reasonable
compensation for its services and expenses as custodian, as
agreed upon from time to time between the Fund and the Custodian.
Such expenses shall not include, however, the fees paid by the
Custodian to any Sub-Custodian.

9. RESPONSIBILITY OF CUSTODIAN. The Custodian shall exercise
reasonable care and diligence in carrying out the provisions of
this Agreement and shall not be liable to the Fund for any action
taken or omitted by it in good faith without negligence. So long
as and to the extent that it is in the exercise of reasonable
care, neither the Custodian nor any Sub-Custodian shall be
responsible for the title, validity or genuineness of any
property or evidence of title thereto received by it or delivered
by it pursuant to this Agreement and shall be held harmless in
acting upon any notice, request, consent, certificate or other
instrument reasonably believed by it to be genuine and, if in
writing, reasonably believed by it to be signed by the proper
party or parties. It shall be entitled to rely on and may act
upon advice of counsel (who may be counsel for the Fund) on all
matters, and shall be without liability for any action reasonably
taken or omitted pursuant to such advice. Notwithstanding the
foregoing, the responsibility of the Custodian or a Sub-Custodian
with respect to redemptions effected by check shall be in
accordance with a separate Agreement entered into between the
Custodian and the Fund. It is also understood that the Custodian
shall not be liable for any loss resulting from a Sovereign Risk.
A "Sovereign Risk" shall mean nationalization, expropriation,
devaluation, revaluation, confiscation, seizure, cancellation,
destruction or similar action by any governmental authority, de
facto or de jure; or enactment, promulgation, imposition or
enforcement by any such governmental authority of currency
restrictions, exchange controls, taxes, levies or other charges
affecting the Fund's property; or acts of war, terrorism,
insurrection or revolution; or any other similar act or event
beyond the Custodian's control.

If the Fund requires the Custodian which in turn may require
a Sub-Custodian to take any action with respect to securities,
which action involves the payment of money or which action may,
in the opinion of the Custodian or the Sub-Custodian result in
the Custodian or its nominee or a Sub-Custodian or its nominee
being liable for the payment of money or incurring liability of
some other form, the Fund, as a prerequisite to requiring the
Custodian or the Custodian requiring any Sub-Custodian to take
such action, shall provide indemnity to the Custodian in an
amount and form satisfactory to it.

The Fund agrees to indemnify and hold harmless the Custodian
and its nominee from and against all taxes, charges, expenses,
assessments, claims and liabilities (including counsel fees)
incurred or assessed against it or its nominee or any Sub-
Custodian or its nominee in connection with the performance of
this Agreement, or any Sub-Custodian Agreement except, as to the
Custodian, such as may arise from its or its nominee's own
negligent action, negligent failure to act or willful misconduct,
and as to a Sub-Custodian, such as may arise from such Sub-
Custodian's or its nominee's own negligent action, negligent
failure to act or willful misconduct. The negligent action,
negligent failure to act or willful misconduct of the Custodian
shall not diminish the Fund's obligation to indemnify the
Custodian in the amount, but only in the amount, of any indemnity
required to be paid to a Sub-Custodian under its Sub-Custodian
Agreement. The Custodian may assign this indemnity from the Fund
directly to, and for the benefit of, any Sub-Custodian. The
Custodian is authorized, and may authorize any Sub-Custodian, to
charge any account of the Fund for such items and such fees. To
secure any such authorized charges and any advances of cash or
securities made by the Custodian or any Sub-Custodian to or for
the benefit of the Fund for any purpose which results in the Fund
incurring an overdraft at the end of any business day or for
extraordinary or emergency purposes during any business day, the
Fund (except a Fund specified in Schedule D to this Agreement)
hereby grants to the Custodian a security interest in and pledges
to the Custodian securities up to a maximum of 10% of the value
of the Fund's net assets for the purpose of securing payment of
any such advances and hereby authorizes the Custodian on behalf
of the Fund to grant to any Sub-Custodian a security interest in
and pledge of securities held for the Fund (including those which
may be held in a Securities System) up to a maximum of 10% of the
value of the net assets held by such Sub-Custodian. The specific
securities subject to such security interest may be designated in
writing from time to time by the Fund or its investment adviser.
In the absence of any designation of securities subject to such
security interest, the Custodian or the Sub-Custodian, as the
case may be, may designate securities held by it. Should the
Fund fail to repay promptly any authorized charges or advances of
cash or securities, the Custodian or the Sub-Custodian shall be
entitled to use such available cash and to dispose of pledged
securities and property as is necessary to repay any such
authorized charges or advances and to exercise its rights as a
secured party under the U.C.C. The Fund agrees that a Sub-
Custodian shall have the right to proceed directly against the
Fund and not solely as subrogee to the Custodian with respect to
any indemnity hereunder assigned to a Sub-Custodian, and in that
regard, the Fund agrees that it shall not assert against any Sub-
Custodian proceeding against it any defense or right of set-off
the Fund may have against the Custodian arising out of the
negligent action, negligent failure to act or willful misconduct
of the Custodian, and hereby waives all rights it may have to
object to the right of a Sub-Custodian to maintain an action
against it.

10. SUCCESSOR CUSTODIAN. If a successor custodian shall be
appointed by the Trustees of the Fund, the Custodian shall, upon
termination, cause to be delivered to such successor custodian,
duly endorsed and in the form for transfer, all securities, funds
and other properties then held by the Sub-Custodians and all
instruments held by the Sub-Custodians relative thereto and cause
the transfer to an account of the successor custodian all of the
Fund's securities held in any Securities System.

If no such successor custodian shall be appointed, the
Custodian shall, in like manner, upon receipt of a certified copy
of a vote of the Trustees of the Fund, cause to be delivered at
the office of the Custodian and transfer such securities, funds
and other properties in accordance with such vote.

In the event that no written order designating a successor
custodian or certified copy of a vote of the Trustees shall have
been delivered to the Custodian on or before the date when such
termination shall become effective, then the Custodian shall have
the right to deliver to a bank or trust company, which meets the
requirements of the 1940 Act and the rules and regulations
thereunder, such securities, funds and other properties.
Thereafter, such bank or trust company shall be the successor of
the Custodian under this Agreement.

In the event that such securities, funds and other
properties remain in the possession of the Custodian or any Sub-
Custodian after the date of termination hereof owing to failure
of the Fund to procure the certified copy of the vote referred to
or of the Trustees to appoint a successor custodian, the
Custodian shall be entitled to fair compensation for its services
during such period as the Sub-Custodians retain possession of
such securities, funds and other properties and the provisions of
this Agreement relating to the duties and obligations of the
Custodian shall remain in full force and effect.

11. EFFECTIVE PERIOD, TERMINATION AND AMENDMENT. This Agreement
shall become effective as of its execution, shall continue in
full force and effect until terminated as hereinafter provided,
may be amended at any time by mutual agreement of the parties
hereto and may be terminated by either party by an instrument in
writing delivered or mailed, postage prepaid to the other party,
such termination to take effect not sooner than thirty (30) days
after the date of such delivery or mailing; provided either party
may at any time immediately terminate this Agreement in the event
of the appointment of a conservator or receiver for the other
party or upon the happening of a like event at the direction of
an appropriate regulatory agency or court of competent
jurisdiction. No provision of this Agreement may be amended or
terminated except by a statement in writing signed by the party
against which enforcement of the amendment or termination is
sought.

Upon termination of the Agreement, the Fund shall pay to the
Custodian such compensation as may be due as of the date of such
termination and shall likewise reimburse the Custodian and
through the Custodian any Sub-Custodian for its costs, expenses
and disbursements.

12. INTERPRETATION. This Agreement constitutes the entire
understanding and agreement of the parties hereto with respect to
the subject matter hereof. In connection with the operation of
this Agreement, the Custodian and the Fund may from time to time
agree in writing on such provisions interpretive of or in
addition to the provisions of this Agreement as may in their
joint opinion be consistent with the general tenor of this
Agreement. No interpretive or additional provisions made as
provided in the preceding sentence shall be deemed to be an
amendment of this Agreement.

13. GOVERNING LAW. This instrument is executed and delivered in
The Commonwealth of Massachusetts and shall be governed by and
construed according to the internal laws of said Commonwealth,
without regard to principles of conflicts of law.

14. NOTICES. Notices and other writings delivered or mailed
postage prepaid to the Fund addressed to the Fund attention: John
Hughes, or to such other person or address as the Fund may have
designated to the Custodian in writing, or to the Custodian at
One Post Office Square, Boston, Massachusetts 02109 attention:
George Crane, or to such other address as the Custodian may have
designated to the Fund in writing, shall be deemed to have been
properly delivered or given hereunder to the respective
addressee.

15. BINDING OBLIGATION. This Agreement shall be binding on and
shall inure to the benefit of the Fund and the Custodian and
their respective successors and assigns, provided that neither
party hereto may assign this Agreement or any of its rights or
obligations hereunder without the prior written consent of the
other party.

16. DECLARATION OF TRUST. A copy of the Declaration of Trust of
each of the Funds is on file with the Secretary of The
Commonwealth of Massachusetts and notice is hereby given that
this instrument is executed on behalf of the Trustees of each of
the Funds as Trustees and not individually and that the
obligations of this instrument are not binding on any of the
Trustees or officers or shareholders individually, but are
binding only on the assets and property of each Fund with respect
to its obligations hereunder.
<PAGE>
IN WITNESS WHEREOF, each of the parties has caused this
instrument to be executed in its name and behalf as of the day
and year first above written.

THE PUTNAM FUNDS LISTED
IN SCHEDULE A

By ----------------------------
Vice President and Treasurer

PUTNAM FIDUCIARY TRUST COMPANY

By ----------------------------
President

Putnam Investments, Inc. ("Putnam"), the sole owner of the
Custodian, agrees that Putnam shall be the primary obligor with
respect to compensation due the Sub-Custodians pursuant to the
Sub-Custodian Agreements in connection with the Sub-Custodians'
performance of their responsibilities thereunder and agrees to
take all actions necessary and appropriate to assure that the
Sub-Custodians shall be compensated in the amounts and on the
schedules agreed to by the Custodian and the Sub-Custodians
pursuant to those Agreements.

PUTNAM INVESTMENTS, INC.

By ------------------------------

<PAGE>

EXHIBIT 1

MASTER SUB-CUSTODIAN AGREEMENT

AGREEMENT made this day of , 199 , between
Putnam Fiduciary Trust Company, a Massachusetts-chartered trust
company (the "Custodian"), and , a
(the "Sub-Custodian").

WHEREAS, the Sub-Custodian represents to the Custodian that
it is eligible to serve as a custodian for a management
investment company registered under the Investment Company Act of
1940, as amended (the "1940 Act"), and

WHEREAS, the Custodian has entered into a Custodian
Agreement between it and each of the Putnam Funds listed in
Schedule A, each of such Funds acting on its own behalf
separately from all the other Funds and not jointly or jointly
and severally with any of the other Funds (each of the Funds
being hereinafter referred to as the "Fund"), and

WHEREAS, the Custodian and the Fund desire to utilize sub-
custodians for the purpose of holding cash and securities of the
Fund, and

WHEREAS, the Custodian wishes to appoint the Sub-Custodian
as the Fund's Sub-Custodian,

NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the parties hereto agree as follows:

1. APPOINTMENT OF CUSTODIAN. The Custodian hereby employs
and appoints the Sub-Custodian as a Sub-Custodian for the Fund
for the term and subject to the provisions of this Agreement.
Upon request, the Custodian shall deliver to the Sub-Custodian
such proxies, powers of attorney or other instruments as may be
reasonably necessary or desirable in connection with the
performance by the Sub-Custodian of its obligations under this
Agreement on behalf of the Fund.

2. DUTIES OF THE SUB-CUSTODIAN WITH RESPECT TO PROPERTY OF
THE FUND HELD BY IT. The Custodian may from time to time deposit
securities or cash owned by the Fund with the Sub-Custodian. The
Sub-Custodian shall have no responsibility or liability for or on
account of securities, funds or other property of the Fund not so
delivered to it. The Sub-Custodian shall hold and dispose of the
securities hereafter held by or deposited with the Sub-Custodian
as follows:

2.1 HOLDING SECURITIES. The Sub-Custodian shall hold and
physically segregate for the account of the Fund all non-cash
property, including all securities owned by the Funds, other than
securities which are maintained pursuant to Section 2.13 in a
Securities System. All such securities are to be held or
disposed of for, and subject at all times to the instructions of,
the Custodian pursuant to the terms of this Agreement. The Sub-
Custodian shall maintain adequate records identifying the
securities as being held by it as Sub-Custodian of the Fund.

2.2 DELIVERY OF SECURITIES. The Sub-Custodian shall
release and deliver securities of the Fund held by it hereunder
(or in a Securities System account of the Sub-Custodian) only
upon receipt of Proper Instructions (as defined in Section 2.17),
which may be continuing instructions when deemed appropriate by
the parties, and only in the following cases:

1) Upon sale of such securities for the account of
the Fund and receipt of payment therefor;

2) Upon the receipt of payment in connection with any
repurchase agreement related to such securities entered into by
the Fund;

3) In the case of a sale effected through a
Securities System, in accordance with the provisions of Section
2.13 hereof;

4) To the depository agent in connection with tender
or other similar offers for portfolio securities of the Fund;

5) To the issuer thereof or its agent when such
securities are called, redeemed, retired or otherwise become
payable; provided that, in any such case, the cash or other
consideration is to be delivered to the Sub-Custodian;

6) To the issuer thereof, or its agent, for transfer
into the name of the Fund or into the name of any nominee or
nominees of the Sub-Custodian or into the name or nominee name of
any agent appointed pursuant to Section 2.12; or for exchange for
a different number of bonds, certificates or other evidence
representing the same aggregate face amount or number of units;
provided that, in any such case, the new securities are to be
delivered to the Sub-Custodian;

7) Upon the sale of such securities for the account
of the Fund, to the broker or its clearing agent, against a
receipt, for examination in accordance with "street delivery"
custom; provided that, in any such case, the Sub-Custodian shall
have no responsibility or liability for any loss arising from the
<PAGE>
delivery of such securities prior to receiving payment for such
securities except as may arise from the Sub-Custodian's own
negligence or willful misconduct;

8) For exchange or conversion pursuant to any plan of
merger, consolidation, recapitalization, reorganization or
readjustment of the securities of the issuer of such securities,
or pursuant to provisions for conversion contained in such
securities, or pursuant to any deposit agreement; provided that,
in any such case, the new securities and cash, if any, are to be
delivered to the Sub-Custodian;

9) In the case of warrants, rights or similar
securities, the surrender thereof in the exercise of such
warrants, rights or similar securities or the surrender of
interim receipts or temporary securities for definitive
securities; provided that, in any such case, the new securities
and cash, if any, are to be delivered to the Sub-Custodian;

10) For delivery in connection with any loans of
securities made by the Fund, but only against receipt of adequate
collateral as agreed upon from time to time by the Custodian and
the Sub-Custodian, which may be in the form of cash or
obligations issued by the United States government, its agencies
or instrumentalities;

11) For delivery as security in connection with any
borrowings by the Fund requiring a pledge of assets by the Fund,
but only against receipt of amounts borrowed;

12) Upon receipt of instructions from the transfer
agent for the Fund (the "Transfer Agent"), for delivery to such
Transfer Agent or to the shareholders of the Fund in connection
with distributions in kind, as may be described from time to time
in the Fund's Declaration of Trust and currently effective
registration statement, if any, in satisfaction of requests by
shareholders for repurchase or redemption;

13) For delivery to another Sub-Custodian of the Fund;
and

14) For any other proper purpose, but only upon
receipt of, in addition to Proper Instructions, a certified copy
of a resolution of the Trustees or of the Executive Committee of
the Fund signed by an officer of the Fund and certified by its
Clerk or an Assistant Clerk, specifying the securities to be
delivered, setting forth the purpose for which such delivery is
to be made, declaring such purposes to be proper corporate
purposes, and naming the person or persons to whom delivery of
such securities is to be made.
<PAGE>
2.3 REGISTRATION OF SECURITIES. Securities of the Fund
held by the Sub-Custodian hereunder (other than bearer
securities) shall be registered in the name of the Fund or in the
name of any nominee of the Fund or of any nominee of the Sub-
Custodian, which nominee shall be assigned exclusively to the
Fund, unless the Fund has authorized in writing the appointment
of a nominee to be used in common with other registered
investment companies having the same investment adviser as the
Fund, or in the name or nominee name of any agent appointed
pursuant to Section 2.12. Notwithstanding the foregoing, a Sub-
Custodian or agent thereof may hold securities of the Fund in a
nominee name which is used for its other clients provided such
name is not used by the Sub-Custodian or agent for its own
securities and that securities of the Fund are physically
segregated at all times from other securities held for other
clients using the same nominee name. All securities accepted by
the Sub-Custodian under the terms of this Agreement shall be in
"street name" or other good delivery form.

2.4 BANK ACCOUNTS. The Sub-Custodian shall open and
maintain a separate bank account or accounts in the name of the
Fund, subject only to draft or order by the Sub-Custodian acting
pursuant to the terms of this Agreement, and shall hold in such
account or accounts, subject to the provisions hereof, all cash
received for the account of the Funds, other than cash maintained
by the Fund in a bank account established and used in accordance
with Rule 17f-3 under the 1940 Act. Funds held by the Sub-
Custodian for the Fund shall be deposited by it to its credit as
Sub-Custodian of the Fund in the Banking Department of the Sub-
Custodian or other banks. Such funds shall be deposited by the
Sub-Custodian in its capacity as Sub-Custodian and shall be
withdrawable by the Sub-Custodian only in that capacity. The
Sub-Custodian shall be liable for losses incurred by the Fund
attributable to any failure on the part of the Sub-Custodian to
report accurate cash availability information with respect to the
Fund's bank accounts maintained by the Sub-Custodian or any of
its agents, provided that such liability shall be determined
solely on a cost-of-funds basis.

2.5 PAYMENTS FOR SHARES. The Sub-Custodian shall receive
from any distributor of the Fund's shares or from the Transfer
Agent of the Fund and deposit into the Fund's account such
payments as are received for shares of the Fund issued or sold
from time to time by the Fund. The Sub-Custodian will provide
timely notification to the Custodian, and the Transfer Agent of
any receipt by it of payments for shares of the Fund.

2.6 INVESTMENT AND AVAILABILITY OF FEDERAL FUNDS. Upon
mutual agreement between the Custodian and the Sub-Custodian, the
Sub-Custodian shall, upon the receipt of Proper Instructions,

1) invest in such instruments as may be set forth in
such instructions on the same day as received all federal funds
received after a time agreed upon between the Sub-Custodian and
the Custodian; and

2) make federal funds available to the Fund as of
specified times agreed upon from time to time by the Custodian
and the Sub-Custodian in the amount of checks, when cleared
within the Federal Reserve System, received in payment for shares
of the Fund which are deposited into the Fund's account or
accounts.

2.7 COLLECTION OF INCOME. The Sub-Custodian shall collect
on a timely basis all income and other payments with respect to
registered securities held hereunder to which the Fund shall be
entitled either by law or pursuant to custom in the securities
business, and shall collect on a timely basis all income and
other payments with respect to bearer securities if, on the date
of payment by the issuer, such securities are held hereunder and
shall credit such income, as collected, to the Fund's account.
Without limiting the generality of the foregoing, the Sub-
Custodian shall detach and present for payment all coupons and
other income items requiring presentation as and when they become
due and shall collect interest when due on securities held
hereunder. Arranging for the collection of income due the Fund
on securities loaned pursuant to the provisions of Section
2.2(10) shall be the responsibility of the Custodian. The Sub-
Custodian will have no duty or responsibility in connection
therewith, other than to provide the Custodian with such
information or data as may be necessary to assist the Custodian
in arranging for the timely delivery to the Sub-Custodian of the
income to which the Fund is properly entitled.

2.8 PAYMENT OF FUND MONIES. Upon receipt of Proper
Instructions, which may be continuing instructions when deemed
appropriate by the parties, the Sub-Custodian shall cause monies
of a Fund to be paid out in the following cases only:

2) In connection with conversion, exchange or
surrender of securities owned by the Fund as set forth in Section
2.2 hereof;

3) For the redemption or repurchase of shares issued
by the Fund as set forth in Section 2.10 hereof;

4) For the payment of any expense or liability
incurred by the Fund, including but not limited to the following
payments for the account of the Fund: interest, taxes,
management, accounting, custodian and Sub-Custodian, transfer
agent and legal fees, including the Custodian's fee; and
operating expenses of the Fund whether or not such expenses are
to be in whole or part capitalized or treated as deferred
expenses;

5) For the payment of any dividends declared pursuant
to the governing documents of the Fund;

6) For transfer to another Sub-Custodian of the Fund;
and

7) For any other proper purpose, but only upon
receipt of, in addition to Proper Instructions, a certified copy
of a resolution of the Trustees or of the Executive Committee of
the Fund signed by an officer of the Fund and certified by its
Clerk or an Assistant Clerk, specifying the amount of such
payment, setting forth the purpose for which such payment is to
be made, declaring such purpose to be a proper purpose, and
naming the person or persons to whom such payment is to be made.

2.9 LIABILITY FOR PAYMENT IN ADVANCE OF RECEIPT OF
SECURITIES PURCHASED. In any and every case where payment for
purchase of securities for the account of a Fund is made by the
Sub-Custodian in advance of receipt of the securities purchased
in the absence of specific written instructions from the
Custodian to so pay in advance, the Sub-Custodian shall be
absolutely liable to the Fund and the Custodian in the event any
loss results to the Fund or the Custodian from the failure of the
Sub-Custodian to make such payment against delivery of such
securities, except that in the case of repurchase agreements
entered into by the Fund with a bank which is a member of the
Federal Reserve System, the Sub-Custodian may transfer funds to
the account of such bank prior to the receipt of written evidence
that the securities subject to such a repurchase agreement have
been transferred by book-entry into a segregated non-proprietary
account of the Sub-Custodian maintained with any Federal Reserve
Bank or of the safe-keeping receipt, provided that such
securities have in fact been so transferred by book-entry.

2.10 PAYMENTS FOR REPURCHASES OR REDEMPTIONS OF SHARES
OF THE FUND. From such funds as may be available for the purpose
but subject to the limitations of the Declaration of Trust and
By-Laws and any applicable votes of the Trustees of the Fund
pursuant thereto, the Sub-Custodian shall, upon receipt of
instructions from the Custodian, make funds available for payment
to shareholders of the Fund who have delivered to the Transfer
Agent a request for redemption or repurchase of their shares. In
connection with the redemption or repurchase of shares of the
Fund, the Sub-Custodian, upon receipt of Proper Instructions, is
authorized to wire funds to or through a commercial bank
designated by the redeeming shareholders. In connection with the
redemption or repurchase of shares of the Fund, the Sub-
Custodian, upon receipt of Proper Instructions, shall honor
checks drawn on the Sub-Custodian by a shareholder, when
presented to the Sub-Custodian in accordance with such procedures
and controls as are mutually agreed upon from time to time among
the Fund, the Custodian and the Sub-Custodian.

2.11 VARIANCES. The Sub-Custodian may accept
securities or cash delivered in settlement of trades
notwithstanding variances between the amount of securities or
cash so delivered and the amount specified in the instructions
furnished to it by the Custodian, provided that the variance in
any particular transaction does not exceed (i) $25 in the case of
transactions of $1,000,000 or less, and (ii) $50 in the case of
transactions exceeding $1,000,000. The Sub-Custodian shall
maintain a record of any such variances and notify the Custodian
of such variances in periodic transaction reports submitted to
the Custodian. The Sub-Custodian will not advise any party with
whom the Fund effects securities transactions of the existence of
these variance provisions without the consent of the Fund and the
Custodian.

2.12 APPOINTMENT OF AGENTS. Without limiting its own
responsibility for its obligations assumed hereunder, the Sub-
Custodian may at any time and from time to time engage, at its
own cost and expense, as an agent to act for the Fund on the Sub-
Custodian's behalf with respect to any such obligations any bank
or trust company which meets the requirements of the 1940 Act,
and the rules and regulations thereunder, to perform services
delegated to the Sub-Custodian hereunder, provided that the Fund
shall have approved in writing any such bank or trust company and
the Sub-Custodian shall give prompt written notice to the
Custodian and the Fund of any such engagement. All agents of the
Sub-Custodian shall be subject to the instructions of the Sub-
Custodian and not the Custodian. The Sub-Custodian may, at any
time in its discretion, and shall at the Custodian's direction,
remove any bank or trust company which has been appointed as an
agent, and shall in either case promptly notify the Custodian and
the Fund in writing of the completion of any such action.

The agents which the Fund has approved to date are set forth
in Schedule B hereto. Schedule B shall be amended from time to
time as approved agents are changed, added or deleted. The
Custodian shall be responsible for informing the Sub-Custodian
sufficiently in advance of a proposed investment which is to be
held at a location not listed on Schedule B, in order that there
shall be sufficient time for the Fund to give the approval
required by the preceding paragraph and for the Sub-Custodian to
complete the appropriate contractual and technical arrangements
with such agent. The engagement by the Sub-Custodian of one or
more agents to carry out such of the provisions of this Section 2
shall not relieve the Sub-Custodian of its responsibilities or
liabilities hereunder.

2.13 DEPOSIT OF FUND ASSETS IN SECURITIES SYSTEMS. The
Sub-Custodian may deposit and/or maintain securities owned by the
Fund in a clearing agency registered with the Securities and
Exchange Commission under Section 17A of the Securities Exchange
Act of 1934, which acts as a securities depository, or in the
book-entry system authorized by the U.S. Department of the
Treasury (collectively referred to herein as "Securities System")
in accordance with applicable Federal Reserve Board and
Securities and Exchange Commission rules and regulations
(including Rule 17f-4 of the 1940 Act), and subject to the
following provisions:

1) The Sub-Custodian may keep securities of the Fund
in a Securities System provided that such securities are
represented in an account ("Account") of the Sub-Custodian in the
Securities System which shall not include any assets other than
assets held as a fiduciary, custodian or otherwise for customers;

2) The records of the Sub-Custodian with respect to
securities of the Fund which are maintained in a Securities
System shall identify by book-entry those securities belonging to
the Fund;

3) The Sub-Custodian shall pay for securities
purchased for the account of the Fund upon (i) receipt of advice
from the Securities System that such securities have been
transferred to the Account, and (ii) the making of an entry on
the records of the Sub-Custodian to reflect such payment and
transfer for the account of the Fund. The Sub-Custodian shall
transfer securities sold for the account of the Fund upon (a)
receipt of advice from the Securities System that payment for
such securities has been transferred to the Account, and (b) the
making of an entry on the records of the Sub-Custodian to reflect
such transfer and payment for the account of the Fund. Copies of
all advices from the Securities System of transfers of securities
for the account of the Fund shall identify the Fund, be
maintained for the Fund by the Sub-Custodian and be provided to
the Fund or the Custodian at the Custodian's request. The Sub-
Custodian shall furnish the Custodian confirmation of each
transfer to or from the account of the Fund in the form of a
written advice or notice and shall furnish to the Custodian
copies of daily transaction sheets reflecting each day's
transactions in the Securities System for the account of the Fund
on the next business day;

4) The Sub-Custodian shall provide the Custodian with
any report obtained by the Sub-Custodian on the Securities
System's accounting system, internal accounting control and
procedures for safeguarding securities deposited in the
Securities System;

5) The Sub-Custodian shall have received the initial
or annual certificate, as the case may be, required by Section
2.10 hereof;

6) Anything to the contrary in this Agreement
notwithstanding, the Sub-Custodian shall be liable to the Fund
and the Custodian for any loss or damage to the Fund or the
Custodian resulting from use of the Securities System by reason
of any negligence, misfeasance or misconduct of the Sub-Custodian
or any of its agents or of any of its or their employees or from
failure of the Sub-Custodian or any such agent to enforce
effectively such rights as it may have against the Securities
System; at the election of the Custodian, it shall be entitled to
be subrogated to the rights of the Sub-Custodian with respect to
any claim against the Securities System or any other person which
the Sub-Custodian may have as a consequence of any such loss or
damage if and to the extent that the Fund and the Custodian have
not been made whole for any such loss or damage.

2.14 OWNERSHIP CERTIFICATES FOR TAX PURPOSES. The Sub-
Custodian shall execute ownership and other certificates and
affidavits for all federal and state tax purposes in connection
with receipt of income or other payments with respect to
securities held by it hereunder and in connection with transfers
of securities.

2.15 PROXIES. The Sub-Custodian shall, with respect to
the securities held hereunder, cause to be promptly executed by
the registered holder of such securities, if the securities are
registered otherwise than in the name of a Fund, all proxies,
without indication of the manner in which such proxies are to be
voted, and shall promptly deliver to the Custodian such proxies,
all proxy soliciting materials and all notices relating to such
securities.

2.16 COMMUNICATIONS RELATING TO FUND PORTFOLIO
SECURITIES. The Sub-Custodian shall transmit promptly to the
Custodian all written information (including, without limitation,
pendency of calls and maturities of securities and expirations of
rights in connection therewith) received by the Sub-Custodian
from issuers of the securities being held for the account of the
Fund. With respect to tender or exchange offers, the Sub-
Custodian shall transmit promptly to the Custodian all written
information received by the Sub-Custodian from issuers of the
securities whose tender or exchange is sought and from the party
(or his agents) making the tender or exchange offer. If the Fund
desires to take action with respect to any tender offer, exchange
offer or any other similar transactions, the Custodian shall
notify the Sub-Custodian of the action the Fund desires the Sub-
Custodian to take; provided, however, that the Sub-Custodian
shall not be liable to the Fund or the Custodian for the failure
to take any such action unless such instructions are received by
the Sub-Custodian at least two business days prior to the date on
which the Sub-Custodian is to take such action.

2.17 PROPER INSTRUCTIONS. Proper Instructions as used
throughout this Agreement means a writing signed or initialed by
one or more persons who are authorized by the Trustees of the
Fund and by vote of the Board of Directors of the Custodian.
Each such writing shall set forth the specific transaction or
type of transaction involved, including a specific statement of
the purpose for which such action is requested. Oral
instructions will be considered Proper Instructions if the Sub-
Custodian reasonably believes them to have been given by a person
authorized to give such instructions with respect to the
transaction involved. The Custodian shall cause all oral
instructions to be confirmed in writing. Upon receipt of a
certificate of the Clerk or an Assistant Clerk as to the
authorization by the Trustees of the Funds accompanied by a
detailed description of procedures approved by the Trustees,
Proper Instructions may include communications effected directly
between electro-mechanical or electronic devices, provided that
the Trustees, the Custodian and the Sub-Custodian are satisfied
that such procedures afford adequate safeguards for the Fund's
assets. Notwithstanding the foregoing, no Trustee, officer,
employee or agent of the Fund shall be permitted access to any
securities or similar investments of the Fund deposited with the
Sub-Custodian or any agent for any reason except in accordance
with the provisions of Rule 17f-2 under the 1940 Act.

2.18 ACTIONS PERMITTED WITHOUT EXPRESS AUTHORITY. The
Sub-Custodian may in its discretion, without express authority
from the Custodian:

1) make payments to itself or others for minor
expenses of handling securities or other similar items relating
to its duties under this Agreement, provided that all such
payments shall be accounted for to the Fund and the Custodian;

2) surrender securities in temporary form for
securities in definitive form;

3) endorse for collection, in the name of the Fund,
checks, drafts and other negotiable instruments; and

4) in general, attend to all non-discretionary
details in connection with the sale, exchange, substitution,
purchase, transfer and other dealings with the securities and
property of the Fund held by the Sub-Custodian hereunder except
as otherwise directed by the Custodian or the Trustees of the
Fund.

2.19 EVIDENCE OF AUTHORITY. The Sub-Custodian shall be
protected in acting upon any instruction, notice, request,
consent, certificate or other instrument or paper reasonably
believed by it to be genuine and to have been properly executed
by or on behalf of the Fund or the Custodian as custodian of the
Fund. The Sub-Custodian may receive and accept a certified copy
of a vote of the Trustees of the Fund or the Board of Directors
of the Custodian, as conclusive evidence (a) of the authority of
any person to act in accordance with such vote or (b) of any
determination or of any action by the Trustees pursuant to the
Declaration of Trust and By-Laws and the Board of Directors of
the Custodian, as the case may be as described in such vote, and
such vote may be considered as in full force and effect until
receipt by the Sub-Custodian of written notice to the contrary.

3. PERFORMANCE STANDARDS; PROTECTION OF THE FUND. The
Sub-Custodian shall use its best efforts to perform its duties
hereunder in accordance with the standards set forth in Schedule
C hereto. Schedule C may be amended from time to time as agreed
to by the Custodian and the Trustees of the Fund.

4. RECORDS. The Sub-Custodian shall cooperate with and
supply necessary information to the entity or entities appointed
by the Trustees of the Fund to keep the books of account of the
Funds or, if directed in writing to do so by the Custodian, shall
itself keep such books of account. The Sub-Custodian shall
create and maintain all records relating to its activities and
obligations under this Agreement in such manner as will meet the
obligations of the Custodian under its Custodian Agreement with
the Fund under the 1940 Act, with particular attention to
Sections 17(f) and 31 thereof and Rules 17f-2, 31a-1 and 31a-2
thereunder, applicable federal and state tax laws, and any other
law or administrative rules or procedures which may be applicable
to the Fund or the Custodian. All such records shall be the
property of the Fund and shall at all times during the regular
business hours of the Sub-Custodian be open for inspection by
duly authorized officers, employees or agents of the Custodian
and the Fund and employees and agents of the Securities and
Exchange Commission. The Sub-Custodian shall, at the Custodian's
request, supply the Custodian with a tabulation of securities
owned by the Fund and held under this Agreement and shall, when
requested to do so by the Custodian and for such compensation as
shall be agreed upon between the Custodian and Sub-Custodian,
include certificate numbers in such tabulations.

5. OPINION AND REPORTS OF THE FUND'S INDEPENDENT
ACCOUNTANTS. The Sub-Custodian shall take all reasonable
actions, as the Custodian may from time to time request, to
obtain from year to year favorable opinions from the Fund's
independent public accountants with respect to its activities
hereunder in connection with the preparation of the Fund's
registration statements and amendments thereto, the Fund's
reports to the Securities and Exchange Commission and with
respect to any other requirements of such Commission.

6. REPORTS OF SUB-CUSTODIAN'S INDEPENDENT ACCOUNTANTS.
The Sub-Custodian shall provide the Custodian, at such times as
the Custodian may reasonably require, with reports by independent
public accountants on the accounting system, internal accounting
control and procedures for safeguarding securities, including
securities deposited and/or maintained in a Securities System,
relating to the services provided by the Sub-Custodian under this
Agreement; such reports, which shall be of sufficient scope and
in sufficient detail as may reasonably be required by the
Custodian, shall provide reasonable assurance that any material
inadequacies would be disclosed by such examination, and, if
there are no such inadequacies, shall so state.

7. COMPENSATION. The Sub-Custodian shall be entitled to
reasonable compensation for its services and expenses as Sub-
Custodian, as agreed upon from time to time between the Custodian
and the Sub-Custodian.

8. RESPONSIBILITY OF SUB-CUSTODIAN. The Sub-Custodian
shall exercise reasonable care and diligence in carrying out the
provisions of this Agreement and shall not be liable to the Fund
or the Custodian for any action taken or omitted by it in good
faith without negligence. So long as and to the extent that it
is in the exercise of reasonable care, the Sub-Custodian shall
not be responsible for the title, validity or genuineness of any
property or evidence of title thereto received by it or delivered
by it pursuant to this Agreement and shall be held harmless in
acting upon any notice, request, consent, certificate or other
instrument reasonably believed by it to be genuine and to be
signed by the proper party or parties. It shall be entitled to
rely on and may act upon advice of counsel (who may be counsel
for the Fund) on all matters, and shall be without liability for
any action reasonably taken or omitted pursuant to such advice.
Notwithstanding the foregoing, the responsibility of the Sub-
Custodian with respect to redemptions effected by check shall be
in accordance with a separate agreement entered into between the
Custodian and the Sub-Custodian.

The Sub-Custodian shall protect the Fund and the Custodian
from direct losses to the Fund resulting from any act or failure
to act of the Sub-Custodian in violation of its duties hereunder
or of law and shall maintain customary errors and omissions and
fidelity insurance policies in an amount not less than $25
million to cover losses to the Fund resulting from any such act
or failure to act.

If the Custodian requires the Sub-Custodian to take any
action with respect to securities, which action involves the
payment of money or which action may, in the opinion of the Sub-
Custodian, result in the Sub-Custodian's being liable for the
payment of money or incurring liability of some other form, the
Custodian, as a prerequisite to requiring the Sub-Custodian to
take such action, shall provide indemnity to the Sub-Custodian in
an amount and form satisfactory to it.

The Custodian agrees to indemnify and hold harmless the Sub-
Custodian from and against all taxes, charges, expenses,
assessments, claims and liabilities (including counsel fees)
incurred or assessed against it or its nominee in connection with
the performance of this Agreement, except such as may arise from
its own negligent action, negligent failure to act or willful
misconduct. To secure any such authorized charges and any
advances of cash or securities made by the Sub-Custodian to or
for the benefit of the Fund for any purpose which results in the
Fund's incurring an overdraft at the end of any business day or
for extraordinary or emergency purposes during any business day,
the Custodian on behalf of the Fund, unless prohibited from doing
so by one or more of the Fund's fundamental investment
restrictions, hereby represents that it has obtained from the
Fund authorization to apply available cash in any account
maintained by the Sub-Custodian on behalf of the Fund and a
security interest in and pledge to it of securities held for the
Fund by the Sub-Custodian, in an amount not to exceed the amount
not prohibited by such restrictions, for the purposes of securing
payment of any such advances, and that the Fund has agreed, from
time to time, to designate in writing, or to cause its investment
adviser to designate in writing, the specific securities subject
to such security interest and pledge. The Custodian hereby
assigns the benefits of such security interest and pledge to the
Sub-Custodian, and agrees that, should the Fund or the Custodian
fail to repay promptly any advances of cash or securities, the
Sub-Custodian shall be entitled to use such available cash and to
dispose of such pledged securities as is necessary to repay any
such advances.

9. SUCCESSOR SUB-CUSTODIAN. If a successor Sub-Custodian
shall be appointed by the Custodian, the Sub-Custodian shall,
upon termination, cause to be delivered to such successor Sub-
Custodian, duly endorsed and in the form for transfer, all
securities then held by it, shall cause the transfer to an
account of the successor Sub-Custodian all of the Fund's
securities held in a Securities System and shall cause to be
delivered to such successor Sub-Custodian all funds and other
property held by it or any of its agents.

If no such successor Sub-Custodian shall be appointed, the
Sub-Custodian shall, in like manner, upon receipt of a certified
copy of a vote of the Trustees of the Fund, cause to be delivered
at the office of the Sub-Custodian and transfer such securities,
funds and other properties in accordance with such vote.

In the event that no written order designating a successor
Sub-Custodian or certified copy of a vote of the Trustees shall
have been delivered to the Sub-Custodian on or before the date
when such termination shall become effective, then the Sub-
Custodian shall have the right to deliver to a bank or trust
company, which is a "bank" as defined in the 1940 Act, doing
business in Boston, Massachusetts, of its own selection, having
an aggregate capital, surplus, and undivided profits, as shown by
its last published report, of not less than $25,000,000, all
securities, funds and other properties held by the Sub-Custodian
and its agents and all instruments held by the Sub-Custodian and
its agents relative thereto and all other property held by it and
its agents under this Agreement and to cause to be transferred to
an account of such successor Sub-Custodian all of the Fund's
securities held in any Securities System. Thereafter, such bank
or trust company shall be the successor of the Sub-Custodian
under this Agreement.

In the event that securities, funds and other properties
remain in the possession of the Sub-Custodian after the date of
termination hereof owing to failure of the Custodian to obtain
the certified copy of vote referred to or of the Trustees to
appoint a successor Sub-Custodian, the Sub-Custodian shall be
entitled to fair compensation for its services during such period
as the Sub-Custodian retains possession of such securities, funds
and other properties and the provisions of this Agreement
relating to the duties and obligations of the Sub-Custodian shall
remain in full force and effect.

Upon termination, the Sub-Custodian shall, upon receipt of a
certified copy of a vote of the Trustees of the Fund, cause to be
delivered to any other Sub-Custodian designated in such vote such
assets, securities and other property of the Fund as are
designated in such vote, or pursuant to Proper Instructions,
cause such assets, securities and other property of the Fund as
are designated by the Custodian to be delivered to one or more of
the sub-custodians designated on Schedule D hereto, as from time
to time amended.

10. EFFECTIVE PERIOD; TERMINATION AND AMENDMENT. This
Agreement shall become effective as of its execution, shall
continue in full force and effect until terminated as hereinafter
provided, may be amended at any time by mutual agreement of the
parties hereto and may be terminated by either party by an
instrument in writing delivered or mailed, postage prepaid, to
the other party, such termination to take effect not sooner than
thirty (30) days after the date of mailing; provided, however,
that the Sub-Custodian shall not act under Section 2.13 hereof in
the absence of receipt of an initial certificate of the Clerk or
an Assistant Clerk that the Trustees of the Fund have approved
the initial use of a particular Securities System and the receipt
of an annual certificate of the Clerk or an Assistant Clerk that
the Trustees have reviewed the use by the Fund of such Securities
System, as required in each case by Rule 17f-4 under the
Investment Company Act of 1940; and provided, further, however,
that the Custodian shall not amend or terminate this Agreement in
contravention of any applicable federal or state regulations or
any provision of the Declarations of Trust or By-Laws of the
Fund; and provided, further, that the Custodian may at any time,
by action of its Board of Directors, or the Trustees of the Fund,
as the case may be, immediately terminate this Agreement in the
event of the appointment of a conservator or receiver for the
Sub-Custodian by the Comptroller of the Currency or upon the
happening of a like event at the direction of an appropriate
regulatory agency or court of competent jurisdiction.

11. AMENDMENT AND INTERPRETATION. This Agreement
constitutes the entire understanding and agreement of the parties
hereto with respect to the subject matter hereof. No provision
of this Agreement may be amended or terminated except by a
statement in writing signed by the party against which
enforcement of the amendment or termination is sought.

In connection with the operation of this Agreement, the Sub-
Custodian and the Custodian may from time to time agree in
writing on such provisions interpretive of or in addition to the
provisions of this Agreement as may in their joint opinion be
consistent with the general tenor of this Agreement. No
interpretive or additional provisions made as provided in the
preceding sentence shall be deemed to be an amendment of this
Agreement.

12. GOVERNING LAW. This Agreement is executed and
delivered in The Commonwealth of Massachusetts and shall be
governed by and construed according to the laws of said
Commonwealth.

13. NOTICES. Notices and other writings delivered or
mailed postage prepaid to the Custodian addressed to the
Custodian attention: , or to such other person or
address as the Custodian may have designated to the Sub-Custodian
in writing, or to the Sub-Custodian at , or to such
other address as the Sub-Custodian may have designated to the
Custodian in writing, shall be deemed to have been properly
delivered or given hereunder to the respective addressee.

14. BINDING OBLIGATION. This Agreement shall be binding on
and shall inure to the benefit of the Custodian and the Sub-
Custodian and their respective successors and assigns, provided
that neither party hereto may assign this Agreement or any of its
rights or obligations hereunder without the prior written consent
of the other party.

15. PRIOR AGREEMENTS. This Agreement supersedes and
terminates, as of the date hereof, all prior contracts between
the Fund or the Custodian and the Sub-Custodian relating to the
custody of the Fund's assets.

16. DECLARATION OF TRUST. A copy of the Agreement and
Declaration of Trust of the Fund is on file with the Secretary of
The Commonwealth of Massachusetts, and notice is hereby given
that the obligations of or arising out of this instrument are not
binding upon any of the Trustees or beneficiaries individually
but binding only upon the assets and property of the Funds.
<PAGE>
IN WITNESS WHEREOF, each of the parties has caused this
instrument to be executed in its name and behalf by its duly
authorized representative and its seal to be hereunder affixed as
of the day of , 199 .

PUTNAM FIDUCIARY TRUST COMPANY

By ---------------------------
(SUB-CUSTODIAN)

By ---------------------------

<PAGE>
EXHIBIT 1(A)

MASTER FOREIGN SUB-CUSTODIAN AGREEMENT

AGREEMENT made this day of , 199 , between
Putnam Fiduciary Trust Company, a Massachusetts-chartered trust
company (the "Custodian"), and ,
(the "Sub-Custodian").

WHEREAS, the Custodian has entered into a Custodian
Agreement between it and each of the Putnam Funds listed in
Schedule A to this Agreement, each of such Funds acting on its
own behalf separately from all the other Funds and not jointly or
jointly and severally with any of the other Funds (each of the
Funds being hereinafter referred to as the "Fund"), and

WHEREAS, the Custodian and the Fund desire to utilize
sub-custodians for the purpose of holding cash and securities of
the Fund, and

WHEREAS, the Custodian wishes to appoint the Sub-Custodian
as the Fund's Sub-Custodian,

NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the parties hereto agree as follows:

1. APPOINTMENT OF SUB-CUSTODIAN. The Custodian hereby
employs and appoints the Sub-Custodian as a sub-custodian for
safekeeping of securities and other assets of the Fund for the
term and subject to the provisions of this Agreement. Upon
request, the Custodian shall deliver to the Sub-Custodian such
proxies, powers of attorney or other instruments as may be
reasonably necessary or desirable in connection with the
performance by the Sub-Custodian of its obligations under this
Agreement on behalf of the Fund.

2. DUTIES OF THE SUB-CUSTODIAN WITH RESPECT TO PROPERTY OF
THE FUND HELD BY IT. The Custodian may from time to time deposit
or direct the deposit of securities or cash owned by the Fund
with the Sub-Custodian. The Sub-Custodian shall have no
responsibility or liability for or on account of securities,
funds or other property of the Fund not so delivered to it.
Except for securities and funds held by 17f-5 Sub-Custodians (as
defined in Section 2.11(b)) the Sub-Custodian shall hold and
dispose of the securities or cash hereafter held by or deposited
with the Sub-Custodian as follows:

2.1. HOLDING SECURITIES. The Sub-Custodian shall hold
and, by book-entry or otherwise, identify as belonging to the
Fund all non-cash property which has been delivered to the
Sub-Custodian. All such securities are to be held or disposed of
for, and subject at all times to the instructions of, the
Custodian pursuant to the terms of this Agreement. The
Sub-Custodian shall maintain adequate records identifying the
securities as being held by it as sub-custodian of the Fund.

2.2. DELIVERY OF SECURITIES. The Sub-Custodian shall
release and deliver securities of the Fund held by it hereunder
(or in a Securities System account of the Sub-Custodian) only
upon receipt of Proper Instructions (as defined in Section 2.19),
which may be continuing instructions when deemed appropriate by
the parties, and only in the following cases:

1) Upon sale of such securities for the account
of the Fund and receipt of payment therefor, provided, however,
that the Sub-Custodian may release and deliver securities prior
to the receipt of payment therefor if (i) in the Sub-Custodian's
judgment, (A) release and delivery prior to payment is required
by the terms of the instrument evidencing the security or (B)
release and delivery prior to payment is the prevailing method of
settling securities transactions between institutional investors
in the applicable market and (ii) release and delivery prior to
payment is in accordance with generally accepted trade practice
and with any applicable governmental regulations and the rules of
Securities Systems or other securities depositories and clearing
agencies in the applicable market. The Sub-Custodian agrees,
upon request, to advise the Custodian of all pending transactions
in which release and delivery will be made prior to the receipt
of payment therefor;

2) Upon the receipt of payment in connection with any
repurchase agreement related to such securities entered into by
the Fund;

3) In the case of a sale effected through a Securities
System, in accordance with the provisions of Section 2.12 hereof;

4) To the depository agent in connection with tender
or other similar offers for such securities; provided that, in any
such case, the cash or other consideration is thereafter to be
delivered to the Sub-Custodian;

6) To the issuer thereof, or its agent, for
transfer into the name of the Fund or into the name of any nominee
or nominees of the Sub-Custodian or into the name or nominee name
of any agent appointed pursuant to Section 2.11 or any other name
permitted pursuant to Section 2.3; or for exchange for a different
number of bonds, certificates or other evidence representing the
same aggregate face amount or number of units; provided that, in
any such case, the new securities are thereafter to be delivered
to the Sub-Custodian;

7) Upon the sale of such securities for the
account of the Fund, to the broker or its clearing agent, against
a receipt, for examination in accordance with "street delivery"
custom; provided that, in any such case, the Sub-Custodian shall
have no responsibility or liability for any loss arising from the
delivery of such securities prior to receiving payment for such
securities except as may arise from the Sub-Custodian's own
negligence or willful misconduct;

8) For exchange or conversion pursuant to any plan
of merger, consolidation, recapitalization, reorganization or
readjustment of the securities of the issuer of such securities,
or pursuant to provisions for conversion contained in such
securities, or pursuant to any deposit agreement; provided that,
in any such case, the new securities and cash, if any, thereafter
are to be delivered to the Sub-Custodian;

9) In the case of warrants, rights or similar
securities, the surrender thereof in the exercise of such
warrants, rights or similar securities or the surrender of interim
receipts or temporary securities for definitive securities;
provided that, in any such case, the now securities and cash, if
any, are thereafter to be delivered to the Sub-Custodian;

10) For delivery in connection with any loans of
securities made by the Fund, but only against receipt of
collateral the adequacy and timing of receipt of which shall be as
agreed upon from time to time in writing by the Custodian and the
Sub-Custodian, which may be in the form of cash or obligations
issued by the United States government, its agencies or
instrumentalities;

11) For delivery as security in connection with
any borrowings by the Fund requiring a pledge of assets by the
Fund, but only against receipt of amounts borrowed;

13) For delivery to the Custodian or another
sub-custodian of the Fund; and

2.3. REGISTRATION OF SECURITIES. Securities of the
Fund held by the Sub-Custodian hereunder (other than bearer
securities) shall be registered in the name of the Fund or in the
name of any nominee of the Fund or of any nominee of the
Sub-Custodian or any 17f-5 Sub-Custodian or Foreign Depository (as
each of those terms is defined in Section 2.11(b)), which nominee
shall be assigned exclusively to the Fund, unless the Fund has
authorized in writing the appointment of a nominee to be used in
common with other registered investment companies having the same
investment adviser as the Fund, or in the name or nominee name of
any agent appointed pursuant to Section 2.11(a). Notwithstanding
the foregoing, the Sub-Custodian or agent thereof or any 17f-5
Sub-Custodian or Foreign Depository may hold securities of the
Fund in a nominee name which is used for its other clients
provided that such name is not used by the Sub-Custodian, agent,
17f-5 Sub-Custodian or Foreign Depository for its own securities
and that securities of the Fund are, by book-entry or otherwise,
at all times identified as belonging to the Fund and distinguished
from other securities held for other clients using the same
nominee name. In addition, and notwithstanding the foregoing, the
Sub-Custodian or agent thereof or 17f-5 Sub-Custodian or Foreign
Depository may hold securities of the Fund in its own name if such
registration is the prevailing method in the applicable market by
which custodians register securities of institutional clients and
provided that securities of the Fund are, by book-entry or
otherwise, at all times identified as belonging to the Fund and
distinguished from other securities held for other clients or for
the Sub-Custodian or agent thereof or 17f-5 Sub-Custodian or
Foreign Depository. All securities accepted by the Sub-Custodian
under the terms of this Agreement shall be in good delivery form.

2.4. BANK ACCOUNTS. The Sub-Custodian shall open and
maintain a separate bank account or accounts in the name of the
Fund or of the Custodian for the benefit of the Fund, subject only
to draft or order by the Sub-Custodian acting pursuant to the
terms of this Agreement or by the Custodian acting pursuant to the
Custodian Agreement, and shall hold in such account or accounts,
subject to the provisions hereof, to the Sub-Custodian's credit as
sub-custodian of the Fund or the Custodian's credit as custodian
for the Fund, cash received for the account of the Fund other than
cash maintained by the Fund in a bank account established and used
in accordance with Rule 17f-3 under the 1940 Act or cash held as
deposits with 17f-5 Sub-Custodians in accordance with the
following paragraph. The responsibilities of the Sub-Custodian
for cash, including foreign currency, of the Fund accepted on the
Sub-Custodian's books as a deposit shall be that of a U.S. bank
for a similar deposit.

The Sub-Custodian may open a bank account on the books of a
17f-5 Sub-Custodian in the name of the Fund or of the Sub-
Custodian as a sub-custodian for the Fund, and may deposit cash,
including foreign currency, of the Fund in such account, and such
funds shall be withdrawable only pursuant to draft or order of the
Sub-Custodian. The records for such account will be maintained by
the Sub-Custodian but such account shall not constitute a deposit
liability of the Sub-Custodian. The responsibilities of the Sub-
Custodian for deposits maintained in such account shall be the
same as and no greater than the Sub-Custodian's responsibility in
respect of other portfolio securities of the Fund.

The Sub-Custodian shall be liable for actual losses incurred
by the Fund attributable to any failure on the part of the Sub-
Custodian to report accurate cash availability information with
respect to the bank accounts referred to in this Section 2.4.

2.5. PAYMENTS FOR SHARES. The Sub-Custodian shall
maintain custody of amounts received from the Transfer Agent of
the Fund for shares of the Fund issued by the Fund and sold by its
distributor and deposit such amounts into the Fund's account. The
Sub-Custodian will provide timely notification to the Custodian
and the Transfer Agent of any receipt by it of payments for shares
of the Fund.

2.6. AVAILABILITY OF FEDERAL FUNDS. Upon mutual
agreement between the Custodian and the Sub-Custodian, the
Sub-Custodian shall, upon the receipt of Proper Instructions, make
federal funds available to the Custodian for the account of the
Fund as of specified times agreed upon from time to time by the
Custodian and the Sub-Custodian with respect to amounts received
by the Sub-Custodian for the purchase of shares of the Fund.

2.7. COLLECTION OF INCOME. The Sub-Custodian shall
collect on a timely basis all income and other payments with
respect to registered securities held hereunder, including
securities held in a Securities System, to which the Fund shall be
entitled either by law or pursuant to custom in the securities
business, and shall collect on a timely basis all income and other
payments with respect to bearer securities if, on the date of
payment by the issuer, such securities are held hereunder and
shall credit such income, as collected, to the Fund's account.
Without limiting the generality of the foregoing, the
Sub-Custodian shall detach and present for payment all coupons and
other income items requiring presentation as and when they become
due and shall collect interest when due on securities held
hereunder. Arranging for the collection of income due the Fund on
securities loaned pursuant to the provisions of Section 2.2(10)
shall be the responsibility of the Custodian. The Sub-Custodian
will have no duty or responsibility in connection therewith, other
than to provide the Custodian with such information or data as may
be necessary to assist the Custodian in arranging for the timely
delivery to the Sub-Custodian of the income to which the Fund is
properly entitled.

2.8. PAYMENT OF FUND MONIES. Upon receipt of Proper
Instructions, which may be continuing instructions when deemed
appropriate by the parties, the Sub-Custodian shall cause monies
of the Fund to be paid out in the following cases only:

1) Upon the purchase of securities for the account
of the Fund but only (a) against the delivery of such securities
to the Sub-Custodian (or any bank, banking firm or trust company
doing business in the United States or abroad which is qualified
under the 1940 Act, as amended, to act as a custodian and has been
designated by the Sub-Custodian as its agent for this purpose) or
any 17f-5 Sub-Custodian or any Foreign Depository (as each of
those terms is defined in Section 2.11(b)) registered in the name
of the Fund or in the name of a nominee referred to in Section 2.3
hereof or in proper form for transfer, provided, however, that the
Sub-Custodian may cause monies of the Fund to be paid out prior to
delivery of such securities if (i) in the Sub-Custodian's
judgment, (A) payment prior to delivery is required by the terms
of the instrument evidencing the security or (B) payment prior to
delivery is the prevailing method of settling securities
transactions between institutional investors in the applicable
market and (ii) payment prior to delivery is in accordance with
generally accepted trade practice and with any applicable
governmental regulations and the rules of Securities Systems or
other securities depositories and clearing agencies in the
applicable market. The Sub-Custodian agrees, upon request, to
advise the Custodian of all pending transactions in which payment
will be made prior to the receipt of securities in accordance with
the proviso to the foregoing sentence; (b) in the case of a
purchase effected through a Securities System, in accordance with
the conditions set forth in Section 2.12 hereof; or (c) (i) in the
case of a repurchase agreement entered into between the Fund and
the Sub-Custodian, another bank or a broker-dealer, against
delivery of the securities either in certificate form or through
an entry crediting the Sub-Custodian's or its agent's
non-proprietary account at any Federal Reserve Bank with such
securities or (ii) in the case of a repurchase agreement entered
into between the Fund and the Sub-Custodian, against delivery of a
receipt evidencing purchase by the Fund of securities owned by the
Sub-Custodian along with written evidence of the agreement by the
Sub-Custodian to repurchase such securities from the Fund; or (d)
for transfer to a time deposit account of the Fund in any bank,
whether domestic or foreign, which transfer may be effected prior
to receipt of a confirmation of the deposit from the applicable
bank or a financial intermediary;

2) In connection with conversion, exchange or
surrender or tender or exercise of securities owned by the Fund as
set forth in Section 2.2 hereof;

3) For the redemption or repurchase of shares
issued by the Fund as set forth in Section 2.10 hereof;

4) For the payment of any expense or liability
incurred by the Fund, including but not limited to the following
payments for the account of the Fund: interest, taxes, management,
accounting, custodian and sub-custodian, transfer agent and legal
fees, including the Custodian's fee; and operating expenses of the
Fund whether or not such expenses are to be in whole or part
capitalized or treated as deferred expenses;

5) For the payment of any dividends or other
distributions declared to shareholders of the Fund;

6) For transfer to the Custodian or another
sub-custodian of the Fund; and

7) For any other proper purpose, but only upon
receipt of, in addition to Proper Instructions, a certified copy
of a resolution of the Trustees or of the Executive Committee of
the Fund signed by an officer of the Fund and certified by its
Clerk or Assistant Clerk, specifying the amount of such payment,
setting forth the purpose for which such payment is to be made,
declaring such purpose to be a proper purpose, and naming the
person or persons to whom such payment is to be made.

2.9. LIABILITY FOR PAYMENT IN ADVANCE OF RECEIPT OF
SECURITIES PURCHASED. Except as otherwise provided in this
Agreement, in any and every case where payment for purchase of
securities for the account of the Fund is made by the
Sub-Custodian in advance of receipt of the securities purchased in
the absence of Proper Instructions from the Custodian to so pay in
advance, the Sub-Custodian shall be absolutely liable to the Fund
and the Custodian in the event any loss results to the Fund or the
Custodian from the payment by the Sub-Custodian in advance of
delivery of such securities.

2.10. PAYMENTS FOR REPURCHASES OR REDEMPTIONS OF SHARES
OF THE FUND. From such funds as may be available, the
Sub-custodian shall, upon receipt of Proper Instructions, make
funds available for payment to a shareholder of the Fund who has
delivered to the Transfer Agent a request for redemption or
repurchase of shares of the Fund. In connection with the
redemption or repurchase of shares of the Fund, the Sub-Custodian,
upon receipt of Proper Instructions, is authorized to wire funds
to or through a commercial bank designated by the redeeming
shareholder. In connection with the redemption or repurchase of
shares of the Fund, the Sub-Custodian, upon receipt of Proper
Instructions, shall honor checks drawn on the Sub-Custodian by a
shareholder, when presented to the Sub-Custodian in accordance
with such procedures and controls as are mutually agreed upon from
time to time among the Fund, the Custodian and the Sub-Custodian.

2.11. APPOINTMENT OF AGENTS AND SUB-CUSTODIANS PURSUANT
TO RULE 17F-5.

(a) Agents. Without limiting its own responsibility
for its obligations assumed hereunder, the Sub-Custodian may at
any time and from time to time engage, at its own cost and
expense, as an agent to act for the Fund on the Sub-Custodian's
behalf with respect to any such obligations any bank or trust
company which meets the requirements of the 1940 Act, and the
rules and regulations thereunder, to perform services delegated to
the Sub-Custodian hereunder, provided that the Fund and the
Custodian shall have approved in writing any such bank or trust
company. All agents of the Sub-Custodian shall be subject to the
instructions of the Sub-Custodian and not the Custodian. The Sub-
Custodian may, at any time in its discretion, and shall at the
Custodian's direction, remove any bank or trust company which has
been appointed as an agent, and shall in either case promptly
notify the Custodian and the Fund in writing of the completion of
any such action.

The agents which the Fund has approved to date are set forth
in Schedule B hereto. Schedule B shall be amended from time to
time as approved agents are changed, added or deleted. The
Custodian shall be responsible for informing the Sub-Custodian
sufficiently in advance of a proposed investment which is to be
held at a location not listed on Schedule B, in order that there
shall be sufficient time for the Fund to give the approval
required by the preceding paragraph and for the Sub-Custodian to
complete the appropriate contractual and technical arrangements
with such agent. The engagement by the Sub-Custodian of one or
more agents shall not relieve the Sub-Custodian of its
responsibilities or liabilities hereunder.

(b) 17f-5 Sub-Custodians. Securities, funds and other
property of the Fund may be held by sub-custodians appointed
pursuant to the provisions of this Section 2.11 (each, a "17f-5
Sub-Custodian"). The Sub-Custodian may, at any time and from time
to time, appoint any bank or trust company (that meets the
requirements of a custodian or a foreign custodian under the
Investment Company Act of 1940 and the rules and regulations
thereunder, including without limitation Rule 17f-5 thereunder, or
that has received an order of the Securities and Exchange
Commission ("SEC") exempting it from any of such requirements that
it does not meet) to act as a 17f-5 Sub-Custodian for the Fund,
provided that the Fund shall have approved in writing (1) any such
bank or trust company and the sub-custodian agreement to be
entered into between such bank or trust company and the Sub-
Custodian, and (2) the 17f-5 Sub-Custodian's offices or branches
at which the 17f-5 Sub-Custodian is authorized to hold securities,
cash and other property of the Fund. Upon such approval by the
Fund, the Sub-Custodian is authorized on behalf of the Fund to
notify each 17f-5 Sub-Custodian of its appointment as such. The
Sub-Custodian may, at any time in its discretion, remove any bank
or trust company that has been appointed as a 17f-5 Sub-Custodian.

Those 17f-5 Sub-Custodians and their offices or branches
which the Fund has approved to date are set forth on Schedule C
hereto. Such Schedule C shall be amended from time to time as
17f-5 Sub-Custodians, branches or offices are changed, added or
deleted. The Custodian shall be responsible for informing the
Sub-Custodian sufficiently in advance of a proposed investment
which is to be held at a location not listed on Schedule C, in
order that there shall be sufficient time for the Fund to give the
approval required by the preceding paragraph and for the Sub-
Custodian to put the appropriate arrangements in place with such
17f-5 Sub-Custodian pursuant to such sub-custodian agreement.

With respect to the securities and funds held by a 17f-5 Sub-
Custodian, either directly or indirectly, including demand and
interest bearing deposits, currencies or other deposits and
foreign exchange contracts, the Sub-Custodian shall be liable to
the Custodian and the Fund if and only to the extent that such
17f-5 Sub-Custodian is liable to the Sub-Custodian and the Sub-
Custodian recovers under the applicable sub-custodian agreement,
provided, however, that the foregoing limitation shall not apply
if such 17f-5 Sub-Custodian's liability to the Sub-Custodian is
limited because the applicable sub-custodian agreement does not
contain provisions substantially similar to the provisions of
Section 2 (but not including Section 2.12) of this Agreement. The
Sub-Custodian shall also be liable to the Custodian and the Fund
for its own negligence in transmitting any instructions received
by it from the Fund or the Custodian and for its own negligence in
connection with the delivery of any securities or funds held by it
to any such 17f-5 Sub-Custodian.

The Custodian or the Fund may authorize the Sub-Custodian or
one or more of the 17f-5 Sub-Custodians to use the facilities of
one or more foreign securities depositories or clearing agencies
(each, a "Foreign Depository") that is permitted to be used by
registered investment companies by a Rule or Rules of the SEC or
that has received an order of the SEC exempting it from any of
such requirements that it does not meet. The records of the Sub-
Custodian or a 17f-5 Sub-Custodian employing a Foreign Depository
or clearing agency shall identify those securities belonging to
the Fund which are maintained in such a Foreign Depository. The
engagement by the Sub-Custodian of one or more Foreign
Depositories shall not relieve the Sub-Custodian of its
responsibilities or liabilities hereunder. The Foreign
Depositories which the Fund has approved to date are set forth in
Schedule C hereto. Schedule C shall be amended from time to time
as approved Foreign Depositories are changed, added or deleted.
The Custodian shall be responsible for informing the Sub-Custodian
sufficiently in advance of a proposed investment which is to be
held at a location not listed on Schedule C, in order that there
shall be sufficient time for the Fund to give the approval
required by the preceding paragraph and for the Sub-Custodian to
complete the appropriate contractual and technical arrangements
with such Foreign Depository.

In the event that any 17f-5 Sub-Custodian appointed pursuant
to the provisions of this Section 2.11 fails to perform any of its
obligations under the terms and conditions of the applicable sub-
custodian agreement, the Sub-Custodian shall use its best efforts
to cause such 17f-5 Sub-Custodian to perform such obligations. In
the event that the Sub-Custodian is unable to cause such 17f-5
Sub-Custodian to perform fully its obligations thereunder, the
Sub-Custodian shall forthwith upon the Custodian's request
terminate such 17f-5 Sub-Custodian as a sub-custodian for the Fund
and, if necessary or desirable, appoint another 17f-5 Sub-
Custodian in accordance with the provisions of this Section 2.11.
At the election of the Custodian, it shall have the right to
enforce and shall be subrogated to the Sub-Custodian's rights
against any such 17f-5 Sub-Custodian for loss or damage caused the
Fund by such 17f-5 Sub-Custodian.

At the written request of the Fund, the Sub-Custodian will
terminate as a sub-custodian for the Fund any 17f-5 Sub-Custodian
appointed pursuant to the provisions of this Section 2.11 in
accordance with the termination provisions under the applicable
sub-custodian agreement. The Sub-Custodian will not amend any
sub-custodian agreement or agree to change or permit any changes
thereunder except upon the prior written approval of the Fund.

In the event the Sub-Custodian makes any payment to a 17f-5
Sub-Custodian under the indemnification provisions of any sub-
custodian agreement, no more than thirty days after written notice
to the Custodian of the Sub-Custodian's having made such payment,
the Custodian will reimburse the Sub-Custodian the amount of such
payment except in respect of any negligence or misconduct of the
Sub-Custodian.

2.12. DEPOSIT OF FUND ASSETS IN SECURITIES SYSTEMS.
The Sub-Custodian may deposit and/or maintain securities owned by
the Fund in a clearing agency registered with the Securities and
Exchange Commission under Section 17A of the Securities Exchange
Act of 1934, which acts as a securities depository, or in the
book-entry system authorized by the U.S. Department of the
Treasury or by a federal agency (collectively referred to herein
as "Securities System") in accordance with applicable rules and
regulations (including Rule 17f-4 of the 1940 Act), and subject to
the following provisions:

1) The Sub-Custodian may, either directly or
through one or more agents, keep securities of the Fund in a
Securities System provided that such securities are represented in
an account ("Account") of the Sub-Custodian or such an agent in
the Securities System which shall not include any assets other
than assets held as a fiduciary, custodian or otherwise for
customers;

2) The records of the Sub-Custodian with respect
to securities of the Fund which are maintained in a Securities
System shall identify by book-entry those securities belonging to
the Fund;

3) The Sub-Custodian shall pay for securities
purchased for the account of the Fund upon (i) receipt of advice
from the Securities System that such securities have been
transferred to the Account, and (ii) the making of an entry on the
records of the Sub-Custodian to reflect such payment and transfer
for the account of the Fund. The Sub-Custodian shall transfer
securities sold for the account of the Fund upon (i) receipt of
advice from the Securities System that payment for such securities
has been transferred to the Account, and (ii) the making of an
entry on the records of the Sub-Custodian to reflect such transfer
and payment for the account of the Fund. Copies of all advices
from the Securities System of transfers of securities for the
account of the Fund shall identify the Fund, be maintained for the
Fund by the Sub-Custodian or such an agent and be provided to the
Fund or the Custodian at the Custodian's request. The
Sub-Custodian shall furnish the Custodian confirmation of each
transfer to or from the account of the Fund in the form of a
written advice or notice and shall furnish to the Custodian copies
of daily transaction statements reflecting each day's transactions
in the Securities System for the account of the Fund on the next
business day;

4) The Sub-Custodian shall provide the Custodian
with any report obtained by the Sub-Custodian on the Securities
System's accounting system, internal accounting controls and
procedures for safeguarding securities deposited in the Securities
System;

5) The Sub-Custodian shall utilize only such
Securities Systems as are set forth in a list provided by the
Custodian of Securities Systems approved for use by the Board of
Trustees of the Fund, which list will be amended from time to time
by the Custodian as may be necessary to reflect any subsequent
action taken by the Trustees of the Fund;

6) Anything to the contrary in this Agreement
notwithstanding, the Sub-Custodian shall be liable to the Fund and
the Custodian for any loss or damage to the Fund or the Custodian
resulting from use of the Securities System by reason of any
negligence, misfeasance or misconduct of the Sub-Custodian or any
of its agents or of any of its or their employees or from failure
of the Sub-Custodian or any such agent or employee to enforce
effectively such rights as it may have against the Securities
System. At the election of the Custodian, it shall be entitled to
be subrogated to the rights of the Sub-Custodian with respect to
any claim against the Securities System or any other person which
the Sub-Custodian may have as a consequence of any such loss or
damage if and to the extent that the Fund and the Custodian have
not been made whole for any such loss or damage.

2.13. DEPOSITARY RECEIPTS. Only upon receipt of Proper
Instructions, the Sub-Custodian shall instruct a 17f-5 Sub-
Custodian appointed pursuant to Section 2.11(b) hereof or an agent
of the Sub-Custodian appointed pursuant to Section 2.11(a) hereof
(an "Agent") to surrender securities to the depositary used by an
issuer of American Depositary Receipts or International Depositary
Receipts (hereinafter collectively referred to as "ADRs") for such
securities against a written receipt therefor adequately
describing such securities and written evidence satisfactory to
the 17f-5 Sub-Custodian or Agent that the depositary has
acknowledged receipt of instructions to issue with respect to such
securities ADRs in the name of the Sub-Custodian, or a nominee of
the Sub-Custodian, for delivery to the Sub-Custodian in Boston,
Massachusetts, or at such other place as the Sub-Custodian may
from time to time designate.

Only upon receipt of Proper Instructions, the Sub-Custodian
shall surrender ADRs to the issuer thereof against a written
receipt therefor adequately describing the ADRs surrendered and
written evidence satisfactory to the Sub-Custodian that the issuer
of the ADRs has acknowledged receipt of instructions to cause its
depository to deliver the securities underlying such ADRs to a
17f-5 Sub-Custodian or an Agent.

2.14. FOREIGN EXCHANGE TRANSACTIONS AND FUTURES
CONTRACTS. Only upon receipt of Proper Instructions, the Sub-
Custodian shall enter into foreign exchange contracts or options
to purchase and sell foreign currencies for spot and future
delivery on behalf and for the account of the Fund or shall enter
into futures contracts or options on futures contracts. Such
transactions may be undertaken by the Sub-Custodian with such
banking institutions, including the Sub-Custodian and 17f-5 Sub-
Custodian(s) appointed pursuant to Section 2.11(b), as principals,
as approved and authorized by the Fund. In connection with such
transaction, the Sub-Custodian is authorized to make free outgoing
payments of cash in the form of U.S. Dollars or foreign currency
without receiving confirmation of a foreign exchange contract,
futures contract or option thereon or confirmation that the
countervalue currency completing the foreign exchange contract or
futures contract has been delivered or received or that the option
has been delivered or received. Foreign exchange contracts,
futures contracts and options, other than those executed with the
Sub-Custodian as principal, shall for all purposes of this
Agreement be deemed to be portfolio securities of the Fund.

2.15. OPTION TRANSACTIONS. Only upon receipt of Proper
Instructions, the Sub-Custodian shall enter into option
transactions in accordance with the provisions of any agreement
among the Fund, the Custodian, and/or the Sub-Custodian and a
broker-dealer.

2.16. OWNERSHIP CERTIFICATES FOR TAX PURPOSES. The
Sub-Custodian shall execute ownership and other certificates and
affidavits for all federal and state tax purposes in connection
with receipt of income or other payments with respect to
securities held by it hereunder and in connection with transfers
of securities.

2.17. PROXIES. The Sub-Custodian shall, with respect
to the securities held hereunder, cause to be promptly executed by
the registered holder of such securities, if the securities are
registered other than in the name of the Fund, all proxies that
are received by the Sub-Custodian, without indication of the
manner in which such proxies are to be voted, and shall promptly
deliver to the Custodian such proxies, all proxy soliciting
materials and all notices relating to such securities.

2.18. COMMUNICATIONS RELATING TO FUND PORTFOLIO
SECURITIES. The Sub-Custodian shall transmit promptly to the
Custodian all written information (including, without limitation,
pendency of calls and maturities of securities and expirations of
rights in connection therewith) received by the Sub-Custodian from
issuers of the securities being held for the account of the Fund.
With respect to tender or exchange offers, the Sub-Custodian shall
transmit promptly to the Custodian all written information
received by the Sub-Custodian from issuers of the securities whose
tender or exchange is sought and from the party (or his agents)
making the tender or exchange offer. If the Fund desires to take
action with respect to any tender offer, exchange offer or any
other similar transactions, the Custodian shall notify the
Sub-Custodian of the action the Fund desires the Sub-Custodian to
take; provided, however, that the Sub-Custodian shall not be
liable to the Fund or the Custodian for the failure to take any
such action unless Proper Instructions are received by the
Sub-Custodian at least two business days prior to the date on
which the Sub-Custodian is to take such action, or in the case of
foreign securities, such longer periods as shall have been agreed
upon in writing by the Custodian and the Sub-Custodian, which may
be in the form of written operating procedures or standards.

2.19. PROPER INSTRUCTIONS. Proper Instructions as used
throughout this Agreement means a writing signed or initialed by
one or more persons who are authorized by the Trustees of the Fund
and by the Custodian. Each such writing shall set forth the
specific transaction or type of transaction involved. Oral
instructions will be considered Proper Instructions if the
Sub-Custodian reasonably believes them to have been given by a
person authorized to give such instructions with respect to the
transaction involved. The Custodian shall cause all oral
instructions to be confirmed in writing. Proper Instructions
shall also include communications effected directly between the
Custodian and Sub-Custodian by electro-mechanical or electronic
devices, provided that the Custodian and the Sub-Custodian have
approved such procedures. Notwithstanding the foregoing, no
Trustee, officer, employee or agent of the Fund
shall be permitted access to any securities or similar investments
of the Fund deposited with the Sub-Custodian or any agent for any
reason except in accordance with the provisions of Rule 17f-2
under the 1940 Act.

2.20. ACTIONS PERMITTED WITHOUT EXPRESS AUTHORITY. The
Sub-Custodian may in its discretion, without express authority
from the Custodian:

1) make payments to itself or others for minor
expenses of handling securities or other similar items relating to
its duties under this Agreement, provided that all such payments
shall be accounted for to the Custodian;

2) surrender securities in temporary form for
securities in definitive form;

3) endorse for collection, in the name of the
Fund, checks, drafts and other negotiable instruments; and

2.21. EVIDENCE OF AUTHORITY. The Sub-Custodian shall
be protected in acting upon any instruction, notice, request,
consent, certificate or other instrument or paper reasonably
believed by it to be genuine and to have been properly executed by
or on behalf of the Fund or the Custodian as custodian of the
Fund.

2.22. PERFORMANCE STANDARDS. The Sub-Custodian shall
use its best efforts to perform its duties hereunder in accordance
with such standards as are agreed upon from time to time by the
Custodian and the Sub-Custodian.

3. RECORDS. The Sub-Custodian shall cooperate with and
supply necessary information to the entity or entities appointed
by the Trustees of the Fund to keep the books of account of the
Fund or, if directed in writing to do so by the Custodian, shall
itself keep such books of account. The Sub-Custodian shall create
and maintain all records relating to its activities and
obligations under this Agreement in such manner as will meet the
obligations of the Fund under the 1940 Act, with particular
attention to Sections 17(f) and 31 thereof and Rules 17f-2, 31a-1
and 31a-2 thereunder; the Sub-Custodian shall also create and
maintain such records as are required by applicable federal and
state tax laws, and any other law or administrative rules or
procedures which may be applicable to the Fund or the Custodian,
such laws, rules or procedures to be specified by the Custodian
from time to time. All such records shall be the property of the
Fund and shall at all times during the regular business hours of
the Sub-Custodian be open for inspection by duly authorized
officers, employees or agents of the Custodian and the Fund and
employees and agents of the Securities and Exchange Commission.
The Sub-Custodian shall, at the Custodian's request, supply the
Custodian with a tabulation of securities owned by the Fund and
held under this Agreement and shall, when requested to do so by
the Custodian and for such compensation as shall be agreed upon
between the Custodian and Sub-Custodian, include certificate
numbers in such tabulations.

4. Opinion and Reports of the Fund's Independent Accountant.
The Sub-Custodian shall take all reasonable actions, as the
Custodian may from time to time request, to furnish such
information with respect to its activities hereunder as the Fund's
independent public accountant may request in connection with the
accountant's verification of the Fund's securities and similar
investments as required by Rule 17f-2 under the 1940 Act, the
preparation of the Fund's registration statement and amendments
thereto, the Fund's reports to the Securities and Exchange
Commission and with respect to any other requirements of such
Commission.

5. Reports of Sub-Custodian's Independent Accountant. The
Sub-Custodian shall provide the Custodian, at such times as the
Custodian may reasonably require, with reports by an independent
public accountant on the accounting system, internal accounting
controls and procedures for safeguarding securities, including
securities deposited and/or maintained in a Securities System,
relating to the services provided by the Sub-Custodian under this
Agreement; such reports, which shall be of sufficient scope and in
sufficient detail as may reasonably be required by the Custodian,
shall provide reasonable assurance that any material inadequacies
would be disclosed by such examination, and if there are no such
inadequacies, shall so state.

6. Compensation. The Sub-Custodian shall be entitled to
reasonable compensation for its services and expenses as
sub-custodian, as agreed upon from time to time between the
Custodian and the Sub-Custodian.

7. Responsibility of Sub-Custodian. The Sub-Custodian shall
exercise reasonable care and diligence in carrying out the
provisions of this Agreement and shall not be liable to the Fund
or the Custodian for any action taken or omitted by it in good
faith without negligence or willful misconduct. So long as and to
the extent that it is in the exercise of reasonable care, the
Sub-Custodian shall not be responsible for the title, validity or
genuineness of any property or evidence of title thereto received
by it or delivered by it pursuant to this Agreement and shall be
held harmless in acting upon any notice, request, consent,
certificate or other instrument reasonably believed by it to be
genuine and, if in writing, reasonably believed to be signed by
the proper party or parties. It shall be entitled to rely on and
may act upon advice of counsel (who may be counsel for the Fund)
on all matters and shall be without liability for any action
reasonably taken or omitted pursuant to such advice.
Notwithstanding the foregoing, the responsibility of the
Sub-Custodian with respect to redemptions effected by check shall
be in accordance with a separate agreement entered into between
the Custodian and the Sub-Custodian. It is also understood that
the Sub-Custodian shall not be liable for any loss resulting from
a Sovereign Risk. A "Sovereign Risk" shall mean nationalization,
expropriation, devaluation, revaluation, confiscation, seizure,
cancellation, destruction or similar action by any governmental
authority, de facto or de jure; or enactment, promulgation,
imposition or enforcement by any such governmental authority of
currency restrictions, exchange controls, taxes, levies or other
charges affecting the Fund's property; or acts of war, terrorism,
insurrection or revolution; or any other similar act or event
beyond the Sub-Custodian's control.

The Sub-Custodian shall protect the Fund and the Custodian
from losses to the Fund resulting from any act or failure to act
of the Sub-Custodian in violation of its duties hereunder or of
any law applicable to the Sub-Custodian's duties hereunder.

If the Custodian requires the Sub-Custodian to take any
action with respect to securities, which action involves the
payment of money or which action may, in the opinion of the
Sub-Custodian, result in the Sub-Custodian's being liable for the
payment of money or incurring liability of some other form, the
Custodian, as a prerequisite to requiring the Sub-Custodian to
take such action, shall provide indemnity to the Sub-Custodian in
an amount and form satisfactory to the Sub-Custodian.

The Custodian agrees to indemnify and hold harmless the
Sub-Custodian from and against all taxes, charges, expenses,
assessments, claims and liabilities (including counsel fees)
(collectively, "Authorized Charges") incurred or assessed against
it or its nominee in connection with the performance of this
Agreement, except such as may arise from its own negligent action,
negligent failure to act or willful misconduct. The Sub-Custodian
is authorized to charge any account of the Fund for such items and
such fees. To secure any such Authorized Charges and any advances
of cash or securities made by the Sub-Custodian to or for the
benefit of the Fund for any purpose which results in the Fund's
incurring an overdraft at the end of any business day or for
extraordinary or emergency purposes during any business day, the
Custodian on behalf of the Fund hereby represents that it has
obtained from the Fund authorization to apply available cash in
any account maintained by the Sub-Custodian on behalf of the Fund
and a security interest in and pledge to the Sub-Custodian of
securities of the Fund held by the Sub-Custodian (including those
which may be held in a Securities System) up to a maximum of 10%
of the value of the net assets held by the Sub-Custodian for the
purposes of securing payment of any Authorized Charges and any
advances of cash or securities, and that the Fund has agreed, from
time to time, to designate in writing, or to cause its investment
adviser to, or permit the Custodian to, designate in writing, the
securities subject to such security interest and pledge with such
specificity and detail as the Sub-Custodian may reasonably request
(and in the absence of such designation to permit the Sub-
Custodian so to designate securities). The Custodian hereby
grants on behalf of the Fund a security interest and pledge to the
Sub-Custodian, as aforesaid, in securities and available cash, as
security for any Authorized Charges and any advances of cash or
securities and agrees that, should the Fund or the Custodian fail
to repay promptly any Authorized Charges and any advances of cash
or securities, the Sub-Custodian shall be entitled to use such
available cash and to dispose of such pledged securities as is
necessary to repay any such Authorized Charges or any advances of
cash or securities and to exercise the rights of a secured party
under the Uniform Commercial Code.

The Custodian agrees not to amend the third paragraph of
Section 9 of the Custodian Agreement unless it provides the Sub-
Custodian with at least thirty (30) days' prior written notice of
the substance of any proposed amendments, provided that the
foregoing shall not be construed to in any way to provide that the
Sub-Custodian's consent shall be required to make such an
amendment effective or that the Sub-Custodian's failure to give
such consent shall in any way affect its obligations under this
Agreement.

8. SUCCESSOR SUB-CUSTODIAN. If a successor sub-custodian
shall be appointed by the Custodian, the Sub-Custodian shall, upon
termination and upon receipt of Proper Instructions, cause to be
delivered to such successor sub-custodian, duly endorsed and in
the form for transfer, all securities, funds and other property of
the Fund then held by it and all instruments held by the
Sub-Custodian related thereto and cause the transfer to an account
of the successor sub-custodian all of the Fund's securities held
in any Securities Systems.

If no such successor sub-custodian shall be appointed, the
Sub-Custodian shall, in like manner, upon receipt of a certified
copy of a vote of the Trustees of the Fund, cause to be
transferred such securities, funds and other property in
accordance with such vote.

In the event that no written order designating a successor
sub-custodian or certified copy of a vote of the Trustees shall
have been delivered to the Sub-Custodian on or before the date
when such termination shall become effective, then the Sub-
Custodian shall have the right to deliver to a bank or trust
company, which meets the requirements of the 1940 Act and the
rules and regulations thereunder, all securities, funds and other
properties of the Fund. Thereafter, such bank or trust company
shall be the successor of the Sub-Custodian under this Agreement.

In the event that securities, funds and other property remain
in the possession of the Sub-Custodian after the date of
termination hereof owing to failure of the Custodian to obtain a
certified copy of the Trustees appointing a successor sub-
custodian, the Sub-Custodian shall be entitled to fair
compensation for its services during such period as the Sub-
Custodian retains possession of such securities, funds and other
property and the provisions of this Agreement relating to the
duties and obligations of the Sub-Custodian shall remain in full
force and affect.

9. EFFECTIVE PERIOD; TERMINATION AND AMENDMENT. This
Agreement shall become effective as of its execution, shall
continue in full force and effect until terminated as hereinafter
provided, may be amended at any time by mutual agreement of the
parties hereto and may be terminated by either party by an
instrument in writing delivered or mailed, postage prepaid, to the
other party, such termination to take effect not sooner than
thirty (30) days after the date of mailing; provided, that either
party may at any time immediately terminate this Agreement in the
event of the appointment of a conservator or receiver for the
other party or upon the happening of a like event at the direction
of an appropriate regulatory agency or court of competent
jurisdiction. No provision of this Agreement may be amended or
terminated except by a statement in writing signed by the party
against which enforcement of the amendment or termination is
sought.

Upon termination of this Agreement, the Custodian shall pay
to the Sub-Custodian such compensation as may be due as of the
date of such termination and shall likewise reimburse the
Sub-Custodian for its reimbursable costs, expenses and
disbursements. The provisions of Section 7, including, until any
Authorized Charges and any advances of cash or securities referred
to therein are repaid, all liens and security interests created
pursuant thereto, and all rights to indemnification, shall survive
any termination of this Agreement.

10. INTERPRETATION. This Agreement constitutes the entire
understanding and agreement of the parties hereto with respect to
the subject matter hereof. In connection with the operation of
this Agreement, the Sub-Custodian and the Custodian may from time
to time agree in writing on such provisions interpretive of or in
addition to the provisions of this Agreement as may in their joint
opinion be consistent with the general tenor of this Agreement.
No interpretive or additional provisions made as provided in the
preceding sentence shall be deemed to be an amendment of this
Agreement.

11. GOVERNING LAW. This Agreement is executed and delivered
in The Commonwealth of Massachusetts and shall be governed by and
construed according to the internal laws of said Commonwealth,
without regard to principles of conflicts of law.

12. NOTICES. Notices and other writings delivered or mailed
postage prepaid to the Custodian addressed to the Custodian
attention: George H. Crane, Senior Vice President, The Putnam
Companies, 99 High Street, Boston, MA 02109 or to such other
person or address as the Custodian may have designated to the Sub-
Custodian in writing, or to the Sub-Custodian attention:

or to such other address as the SubCustodian may have designated
to the Custodian in writing, shall be deemed to have been properly
delivered or given hereunder to the respective addressee.

13. BINDING OBLIGATION. This Agreement shall be binding on
and shall inure to the benefit of the Custodian and the Sub-
Custodian and their respective successors and assigns, provided
that neither party hereto may assign this Agreement or any of its
rights or obligations hereunder without the prior written consent
of the other party.

14. PRIOR AGREEMENTS. This Agreement supersedes and
terminates, as of the date hereof, all prior contracts between the
Fund or the Custodian and the Sub-Custodian relating to the
custody of the Fund's assets.

15. DECLARATION OF TRUST. A copy of the Declaration of
Trust of the Fund is on file with the Secretary of The
Commonwealth of Massachusetts, and notice is hereby given that the
obligations of or arising out of this instrument are not binding
upon any of the Trustees or beneficiaries individually but binding
only upon the assets and property of the Fund.

IN WITNESS WHEREOF, each of the parties has caused this
instrument to be executed in its name and behalf by its duly
authorized representative and its seal to be hereunder affixed as
of the day of , 199 .

PUTNAM FIDUCIARY TRUST COMPANY

By--------------------------------

Name:
Title:

(Sub-Custodian)

By---------------------------------

Name:
Title:

The Sub-Custodian and Putnam Investments, Inc. ("Putnam"),
the sole owner of the Custodian, agree that Putnam shall be the
primary obligor with respect to compensation due the Sub-Custodian
pursuant to Section 6 of this Agreement in connection with the
Sub-Custodian's performance of its responsibilities hereunder.
The Custodian and Putnam agree to take all actions necessary and
appropriate to assure that the Sub-Custodian shall be compensated
<PAGE>
in the amounts and on the schedule agreed to by the Custodian and
the Sub-Custodian pursuant to Section 6.

PUTNAM INVESTMENTS, INC.

By:-------------------------------

Name:
Title:

PUTNAM FIDUCIARY TRUST COMPANY

By:--------------------------------

Name:
Title:

(Sub-Custodian)

By:----------------------------------

Name:
Title:

S:\shared\boiler\newfunds\pre-eff\NF-27d.rev

INVESTOR SERVICING AGREEMENT

AGREEMENT made as of the 3rd day of June, 1991, between
each of the Putnam Funds listed in Appendix A hereto (as the same
may from time to time be amended to add one or more additional
Putnam Funds or to delete one or more of such Funds), each of
such Funds acting severally on its own behalf and not jointly
with any of such other Funds (each of such Funds being
hereinafter referred to as the "Fund"), and The Putnam Management
Company, Inc. (the "Manager"), a Delaware corporation, and Putnam
Fiduciary Trust Company (the "Agent"), a Massachusetts trust
company.

W I T N E S S E T H:

WHEREAS, the Fund is an investment company registered
under the Investment Company Act of 1940; and

WHEREAS, the Fund desires to engage the Manager and the
Agent to provide all services required by the Fund in connection
with the establishment, maintenance and recording of shareholder
accounts, including without limitation all related tax and other
reporting requirements, and the implementation of investment and
redemption arrangements offered in connection with the sale of
the Fund's shares; and

WHEREAS, the Agent, an affiliate of the Manager, is
willing to provide such services on the terms and subject to the
conditions set forth herein;

NOW, THEREFORE, in consideration of the premises and the
mutual covenants set forth herein, the parties hereto agree as
follows:

1. APPOINTMENT.

The Fund hereby appoints the Agent as its "Investor
Servicing Agent" on the terms and conditions set forth herein.
In such capacity the Agent shall act as transfer, distribution
disbursing and redemption agent for the Fund and shall act as
agent for the shareholders of the Fund in connection with the
various shareholder investment and/or redemption plans from time
to time made available to shareholders. The Agent hereby accepts
such appointment and agrees to perform the respective duties and
functions of such offices in accordance with the terms of this
agreement and in a manner generally consistent with the practices
and standards customarily followed by other high quality investor
servicing agents for registered investment companies.
<PAGE>
Notwithstanding such appointment, however, the parties
agree that the Manager may, upon thirty (30) days prior written
notice to the Fund, assume such appointment and perform such
duties and functions itself. Pending any such assumption,
however, the Manager hereby guarantees the performance of the
Agent hereunder and shall be fully responsible to the Fund,
financially and otherwise, for the performance by the Agent of
its agreements contained herein.

2. GENERAL AUTHORITY AND DUTIES.

By its acceptance of the foregoing appointment, the Agent
shall be responsible for performing all functions and duties
which, in the reasonable judgment of the Fund, are necessary or
desirable in connection with the establishment, maintenance and
recording of the Fund's shareholder accounts and the conduct of
its relations with shareholders with respect to their accounts.
Without limiting the generality of the foregoing, the Agent shall
be responsible:

(a) as transfer agent, for performing all functions
customarily performed by transfer agents for registered
investment companies, including without limitation all
functions necessary or desirable to establish and maintain
accounts evidencing the ownership of securities issued by
the Fund and, to the extent applicable, the issuance of
certificates representing such securities, the recording of
all transactions pertaining to such accounts, and effecting
the issuance and redemption of securities issued by the
Fund;

(b) as distribution disbursing agent, for performing
all functions customarily performed by distribution
disbursing agents for registered investment companies,
including without limitation all functions necessary or
desirable to effect the payment to shareholders of
distributions declared from time to time by the Trustees of
the Fund;

(c) as redemption agent for the Fund, for performing
all functions necessary or desirable to effect the
redemption of securities issued by the Fund and payment of
the proceeds thereof; and

(d) as agent for shareholders of the Fund, performing
all functions necessary or desirable to maintain all plans
or arrangements from time to time made available to
shareholders to facilitate the purchase or redemption of
securities issued by the Fund.

In performing its duties hereunder, in addition to the
provisions set forth herein, the Agent shall comply with the
terms of the Declaration of Trust, the Bylaws and the current
Prospectus and Statement of Additional Information of the Fund,
and with the terms of votes adopted from time to time by the
Trustees and shareholders of the Fund, relating to the subject
matters of this Agreement, all as the same may be amended from
time to time.

3. STANDARD OF SERVICE; COMPLIANCE WITH LAWS.

The Agent will use its best efforts to provide high
quality services to the Fund's shareholders and in so doing will
seek to take advantage of such innovations and technological
improvements as may be appropriate or desirable with a view to
improving the quality and, where possible, reducing the cost of
its services to the Fund. In performing its duties hereunder,
the Agent shall comply with the provisions of all applicable laws
and regulations and shall comply with the requirements of any
governmental authority, having jurisdiction over the Agent or the
Fund with respect to the duties of the Agent hereunder.

4. COMPENSATION.

The Fund shall pay to the Agent, for its services rendered
and its costs incurred in connection with the performance of its
duties hereunder, such compensation and reimbursements as may
from time to time be approved by vote of the Trustees of the
Fund.

5. DUTY OF CARE; INDEMNIFICATION.

The Agent will at all times act in good faith and exercise
reasonable care in performing its duties hereunder. The Agent
will not be liable or responsible for delays of errors resulting
from circumstances beyond its control, including acts of civil or
military authorities, national emergencies, labor difficulties,
fire, mechanical breakdown beyond its control, flood or
catastrophe, acts of God, insurrection, war, riots or failure
beyond its control of transportation, communication or power
supply.

The Agent may rely on certifications of the Clerk, the
President, the Vice Chairman, the Executive Vice President, the
Senior Vice President or the Treasurer of the Fund as to any
action taken by the shareholders or trustees of the Fund, and
upon instructions not inconsistent with this Agreement received
from the President, Vice Chairman, the Executive Vice President,
the Senior Vice President or the Treasurer of the Fund. If any
officer of the Fund shall no longer be vested with authority to
sign for the Fund, written notice thereof shall forthwith be
given to the Agent by the Fund and, until receipt of such notice
by it, the Agent shall be entitled to recognize and act in good
faith upon certificates or other instruments bearing the
signatures or facsimile signatures of such officers. The Agent
may request advice of counsel for the Fund, at the expense of the
Fund, with respect to the performance of its duties hereunder.

The Fund will indemnify and hold the Agent harmless from
any and all losses, claims, damages, liabilities and expenses
(including reasonable fees and expenses of counsel) arising out
of (i) any action taken by the Agent in good faith consistent
with the exercise of reasonable care in accordance with such
certifications, instructions or advice, (ii) any action taken by
the Agent in good faith consistent with the exercise of
reasonable care in reliance upon any instrument or certificate
for securities believed by it (a) to be genuine, and (b) to be
executed by any person or persons authorized to execute the same;
PROVIDED, HOWEVER, that the Agent shall not be so indemnified in
the event of its failure to obtain a proper signature guarantee
to the extent the same is required by the Declaration of Trust,
Bylaws, current Prospectus or Statement of Additional Information
of the Fund or a vote of the Trustees of the Fund, and such
requirement has not been waived by vote of the Trustees of the
Fund, or (iii) any other action taken by the Agent in good faith
consistent with the exercise of reasonable care in connection
with the performance of its duties hereunder.

In the event that the Agent proposes to assert the right
to be indemnified under this Section 5 in connection with any
action, suit or proceeding against it, the Agent shall promptly
after receipt of notice of commencement of such action, suit or
proceeding notify the Fund of the same, enclosing a copy of all
papers served. In such event, the Fund shall be entitled to
participate in such action, suit or proceeding, and, to the
extent that it shall wish, to assume the defense thereof, and
after notice from the Fund to the Agent of its election so to
assume the defense thereof the Fund shall not be liable to the
Agent for any legal or other expenses. The parties shall
cooperate with each other in the defense of any such action, suit
or proceeding. In no event shall the Fund be liable for any
settlement of any action or claim effected without its consent.

6. MAINTENANCE OF RECORDS.

The Agent will maintain and preserve all records relating
to its duties under this Agreement in compliance with the
requirements of applicable statutes, rules and regulations,
including, without limitation, Rule 31a-1 under the Investment
Company Act of 1940. Such records shall be the property of the
Fund and shall at all times be available for inspection and use
by the officers and agents of the Fund. The Agent shall furnish
to the Fund such information pertaining to the shareholder
accounts of the Fund and the performance of its duties hereunder
as the Fund may from time to time request. The Agent shall
notify the Fund promptly of any request or demand by any third
party to inspect the records of the Fund maintained by it and
will act upon the instructions of the Fund in permitting or
refusing such inspection.

7. FUND ACCOUNTS.

All moneys of the Fund from time to time made available
for the payment of distributions to shareholders or redemptions
of shares, or otherwise coming into the possession or control of
the Agent or its officers, shall be deposited and held in one or
more accounts maintained by the Agent solely for the benefit of
the Funds.

8. INSURANCE.

The Agent will at all times maintain in effect insurance
coverage, including, without limitation, Errors and Omissions,
Fidelity Bond and Electronic Data Processing coverages, at levels
of coverage consistent with those customarily maintained by other
high quality investor servicing agents for registered investment
companies and with such policies as the Trustees of the Fund may
from time to time adopt.

9. EMPLOYEES.

The Agent shall be responsible for the employment, control
and conduct of its agents and employees and for injury to such
agents or employees or to others caused by such agents or
employees. The Agent shall assume full responsibility for its
agents and employees under applicable statutes and agrees to pay
all applicable employer taxes thereunder with respect to such
agents and employees, and such agents and employees shall in no
event be considered to be agents or employees of the Fund.

10. TERMINATION.

This Agreement shall continue indefinitely until
terminated by not less than ninety (90) days prior written notice
given by the Fund to the Agent, or by not less than six months
prior written notice given by the Agent to the Fund.

In the event that in connection with any such termination
a successor to any of the Agent's duties or responsibilities
hereunder is designated by the Fund by written notice to the
Agent, the Agent will cooperate fully in the transfer of such
duties and responsibilities, including provision for assistance
by the Agent's personnel in the establishment of books, records
and other data by such successor. The Fund will reimburse the
Agent for all expenses incurred by the Agent in connection with
such transfer.

11. MISCELLANEOUS.

This Agreement shall be construed and enforced in
accordance with and governed by the laws of The Commonwealth of
Massachusetts.

The captions in this Agreement are included for
convenience of reference only and in no way define or limit any
of the provisions of this Agreement or otherwise affect their
construction or effect. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall
be deemed an original, but all of which taken together shall
constitute one and the same instrument.

A copy of the Declaration of Trust (including any
amendments thereto) of the Fund is on file with the Secretary of
The Commonwealth of Massachusetts, and notice is hereby given
that this instrument is executed on behalf of the Trustees of the
Fund as Trustees and not individually and that the obligations of
or arising out of this instrument are not binding upon any of the
Trustees or officers or shareholders individually, but binding
only upon the assets and property of the Fund.

IN WITNESS WHEREOF, the parties have caused this Agreement
to be executed by their duly authorized officers as of the date
and year first above written.

THE PUTNAM FUNDS, listed on Appendix A

/s/Charles E. Porter
By -----------------------------------
Charles E. Porter
Executive Vice President

PUTNAM FIDUCIARY TRUST COMPANY

/s/John R. Verani
By -----------------------------------
John R. Verani
President

THE PUTNAM MANAGEMENT COMPANY, INC.

/s/Gordon H. Silver
By -----------------------------------
Gordon H. Silver
Senior Managing Director<PAGE>
APPENDIX A

The George Putnam Fund of Boston
The Putnam Fund for Growth and Income
Putnam Investors Fund
Putnam Income Fund
Putnam Global Growth Fund
Putnam Vista Fund
Putnam Voyager Fund
Putnam Convertible Income-Growth Trust
Putnam Money Market Fund
Putnam Tax Exempt Income Fund
Putnam High Yield Trust
Putnam Health Sciences Trust
Putnam OTC Emerging Growth Fund
Putnam Corporate Asset Trust
Putnam U.S. Government Income Trust
Putnam American Government Income Fund
Putnam Natural Resources Fund
Putnam Tax-Free Income Trust
Putnam High Yield Advantage Fund
Putnam Federal Income Trust
Putnam Massachusetts Tax Exempt Income Fund II
Putnam Global Governmental Income Trust
Putnam Michigan Tax Exempt Income Fund II
Putnam Minnesota Tax Exempt Income Fund II
Putnam Ohio Tax Exempt Income Fund II
Putnam Adjustable Rate U.S. Government Fund
Putnam Tax Exempt Money Market Fund
Putnam New York Tax Exempt Money Market Fund
Putnam Capital Manager Trust
Putnam Diversified Income Trust
Putnam Dividend Growth Fund
Putnam Municipal Income Fund
Putnam Pennsylvania Tax Exempt Income Fund
Putnam New Jersey Tax Exempt Income Fund
Putnam Europe Growth Fund
Putnam New Opportunities Fund
Putnam Florida Tax Exempt Income Fund
Putnam Utilities Growth and Income Fund
Putnam New York Tax Exempt Opportunities Fund
Putnam Overseas Growth Fund
Putnam Asia Pacific Growth Fund
Putnam Arizona Tax Exempt Income Fund
Putnam Equity Income Fund
Putnam Managed Income Trust
Putnam Research Analysts Fund
Putnam Balanced Government Fund
Putnam Growth Fund
<PAGE>

APPENDIX A CONTINUED

Putnam Capital Appreciation Fund
Putnam Capital Growth and Income Fund
Putnam Asset Allocation Funds
Putnam California Tax Exempt Income Trust
Putnam California Tax Exempt Money Fund
Putnam Intermediate Tax Exempt Fund
Putnam New York Tax Exempt Income Trust
Putnam Diversified Equity Trust
Putnam Total Return Bond Funds
Putnam Growth and Income Fund II
Putnam Equity Funds

Dated: December 2, 1994

NF-26.94

ROPES & GRAY
One International Place
Boston, Massachusetts 02110-2624
(617) 951-7000

January 18, 1995

Putnam New York Tax Exempt Income Trust (the "Trust")
One Post Office Square
Boston, Massachusetts 02109

Ladies and Gentlemen:

You have informed us that you propose to offer and sell from
time to time 11,010,958 shares (the "Shares") of beneficial
interest in Putnam New York Tax Exempt Income Fund (the "Fund"),
one of your portfolio series, for cash or securities at the net
asset value per share, determined in accordance with your Bylaws,
which Shares are in addition to your shares of beneficial
interest which you have previously offered and sold or which you
are currently offering.

We have examined copies of (i) your Agreement and
Declaration of Trust as on file at the office of the Secretary of
State of The Commonwealth of Massachusetts, which provides for an
unlimited number of authorized shares of beneficial interest, and
(ii) your Bylaws, which provide for the issue and sale by the
Trust of such Shares.

We assume that appropriate action will be taken to register
or qualify the sale of the Shares under any applicable state and
federal laws regulating offerings and sales of securities.

Based upon the foregoing, we are of the opinion that:

1. The Trust is a legally organized and validly existing
voluntary association with transferable shares of beneficial
interest under the laws of The Commonwealth of Massachusetts and
is authorized to issue an unlimited number of shares of
beneficial interest.

2. Upon the issue of any of the Shares referred to in the
first paragraph hereof for cash or securities at net asset value,
and the receipt of the appropriate consideration therefor as
provided in your Bylaws, such Shares so issued will be validly
issued, fully paid and nonassessable by the Trust.

<PAGE>
ROPES & GRAY

PUTNAM NEW YORK TAX EXEMPT -2- JANUARY , 1995
INCOME TRUST: PUTNAM NEW YORK
TAX EXEMPT INCOME FUND

The Trust is an entity of the type commonly known as a
"Massachusetts business trust". Under Massachusetts law,
shareholders could, under certain circumstances, be held
personally liable for the obligations of the Trust. However, the
Agreement and Declaration of Trust disclaims shareholder
liability for acts or obligations of the Trust and requires that
notice of such disclaimer be given in each agreement, obligation
or instrument entered into or executed by the Trust or its
Trustees. The Agreement and Declaration of Trust provides for
allocation of the assets and liabilities of the Trust among its
portfolio series, including the Fund, and further provides for
indemnification out of the property of a portfolio series for all
loss and expense of any shareholder held personally liable for
the obligations of the such portfolio series solely by reason of
his being or having been a shareholder. Thus, the risk of a
shareholder of the Fund incurring financial loss on account of
shareholder liability is limited to circumstances in which the
assets of the Fund would be insufficient to meet the obligations
of the Fund.

We understand that this opinion is to be used in connection
with the registration of the Shares for offering and sale
pursuant to the Securities Act of 1933, as amended, and the
provisions of Rule 24e-2 under the Investment Company Act of
1940, as amended. We consent to the filing of this opinion with
and as a part of Post-Effective Amendment No. 16 to your
Registration Statement No. 2-83909.

Very truly yours,

Ropes & Gray

January 18, 1995

Putnam New York Tax Exempt
Money Market Fund (the "Fund")
One Post Office Square
Boston, Massachusetts 02109

Gentlemen:

You have informed us that you propose to offer and sell from
time to time 25,943,909 of your shares of beneficial interest
(the "Shares"), for cash or securities at the net asset value per
share, determined in accordance with your Bylaws, which Shares
are in addition to your shares of beneficial interest which you
have previously offered and sold or which you are currently
offering.

We assume that appropriate action will be taken to register
or qualify the sale of the Shares under any applicable state and
federal laws regulating offerings and sales of securities.

Based upon the foregoing, we are of the opinion that:

1. The Fund is a legally organized and validly existing
voluntary association with transferable shares of beneficial
interest under the laws of The Commonwealth of Massachusetts and
is authorized to issue an unlimited number of shares of
beneficial interest.

<PAGE>

PUTNAM NEW YORK TAX EXEMPT
MONEY MARKET FUND -2- JANUARY , 1995

The Fund is an entity of the type commonly known as a
"Massachusetts business trust". Under Massachusetts law,
shareholders could, under certain circumstances, be held
personally liable for the obligations of the Fund. However, the
Agreement and Declaration of Trust disclaims shareholder
liability for acts or obligations of the Fund and requires that
notice of such disclaimer be given in each agreement, obligation
or instrument entered into or executed by the Fund or its
Trustees. The Agreement and Declaration of Trust provides for
indemnification out of the property of the Fund for all loss and
expense of any shareholder of the Fund held personally liable for
the obligations of the Fund solely by reason of his being or
having been a shareholder. Thus, the risk of a shareholder's
incurring financial loss on account of shareholder liability is
limited to circumstances in which the Fund itself would be unable
to meet its obligations.

Very truly yours,

Ropes & Gray

Putnam New York Intermediate Tax Exempt Fund June 1, 1994
One Post Office Square
Boston, MA 02109

Gentlemen:

In connection with your sale to us today of 117.647 Class A
shares of beneficial interest (the "Shares") in Putnam New York
Intermediate Tax Exempt Fund (the "Fund"), we understand that:
(i) the Shares have not been registered under the Securities Act
of 1933, as amended; (ii) your sale of the Shares to us is in
reliance on the sale's being exempt under Section 4(2) of the Act
as not involving any public offering; and (iii) in part, your
reliance on such exemption is predicated on our representation,
which we hereby confirm, that we are acquiring the Shares for
investment and for our own account as the sole beneficial owner
hereof, and not with a view to or in connection with any resale
or distribution of any or all of the Shares or of any interest
therein. We hereby agree that we will not sell, assign or
transfer the Shares or any interest therein except upon
repurchase or redemption by the Fund unless and until the Shares
have been registered under the Securities Act of 1933, as
amended, or you have received an opinion of your counsel
indicating to your satisfaction that such sale, assignment or
transfer will not violate the provisions of the Securities Act of
1933, as amended, or any rules and regulations promulgated
thereunder.

We further agree, pursuant to the requirements of the Staff
of the Securities and Exchange Commission, that if any of the
Shares are redeemed during the first five years of the Fund's
operations by any holder thereof, the redemption proceeds will be
reduced by the amount of the then unamortized organizational
expenses in the same ratio as the number of Shares redeemed bears
to the number of Shares held at the time of redemption.

This letter is intended to take effect as an instrument
under seal, shall be construed under the laws of Massachusetts,
and is delivered at Boston, Massachusetts, as of the date written
above.

Very truly yours,
PUTNAM INVESTMENTS, INC.

By: -----------------------------
Steven E. Asher
Senior Vice President

Putnam New York Intermediate Tax Exempt Fund June 1, 1994
One Post Office Square
Boston, MA 02109

Gentlemen:

In connection with your sale to us today of 117.647 Class B
Shares of beneficial interest (the "Shares") in Putnam New York
Intermediate Tax Exempt Income (the "Fund"), we understand that:
(i) the Shares have not been registered under the Securities Act
of 1933, as amended; (ii) your sale of the Shares to us is in
reliance on the sale's being exempt under Section 4(2) of the Act
as not involving any public offering; and (iii) in part, your
reliance on such exemption is predicated on our representation,
which we hereby confirm, that we are acquiring the Shares for
investment and for our own account as the sole beneficial owner
hereof, and not with a view to or in connection with any resale
or distribution of any or all of the Shares or of any interest
therein. We hereby agree that we will not sell, assign or
transfer the Shares or any interest therein except upon
repurchase or redemption by the Fund unless and until the Shares
have been registered under the Securities Act of 1933, as
amended, or you have received an opinion of your counsel
indicating to your satisfaction that such sale, assignment or
transfer will not violate the provisions of the Securities Act of
1933, as amended, or any rules and regulations promulgated
thereunder.

This letter is intended to take effect as an instrument
under seal, shall be construed under the laws of Massachusetts,
and is delivered at Boston, Massachusetts, as of the date written
above.
Very truly yours,
PUTNAM INVESTMENTS, INC.

By: -----------------------------
Steven E. Asher
Senior Vice President

PUTNAM NEW YORK TAX EXEMPT INCOME TRUST --
PUTNAM NEW YORK TAX EXEMPT INCOME FUND
CLASS A DISTRIBUTION PLAN AND AGREEMENT

(As adopted January 1, 1993, and as amended on April 8, 1994)

This Plan and Agreement (the "Plan") constitutes the
Distribution Plan for the Class A shares of the Putnam New York
Tax Exempt Income Fund (the "Fund"), a series of the Putnam New
York Tax Exempt Income Trust, a Massachusetts business trust (the
"Trust"), adopted pursuant to the provisions of Rule 12b-1 under
the Investment Company Act of 1940 (the "Act") and the related
agreement between the Fund and Putnam Mutual Funds Corp. ("PMF"),
the principal underwriter of the Fund's shares. During the
effective term of this Plan, the Fund may make payments to PMF
upon the terms and conditions hereinafter set forth:

SECTION 1. The Fund may make payments to PMF, in the form
of fees or reimbursements, to compensate PMF for services
provided and expenses incurred by it for purposes of promoting
the sale of Class A shares of the Fund, reducing redemptions of
Class A shares, or maintaining or improving services provided to
Class A shareholders by PMF and investment dealers. The amount
of such payments and the purposes for which they are made shall
be determined by the Qualified Trustees (as defined below).
Payments under this Plan shall not exceed in any fiscal year the
annual rate of 0.35% of the average net asset value of the Class
A shares of the Fund, as determined at the close of each business
day during the year. A majority of the Qualified Trustees may,
at any time and from time to time, reduce the amount of such
payments, or may suspend the operation of the Plan for such
period or periods of time as they may determine.

SECTION 2. This Plan shall not take effect until:

(a) it has been approved by a vote of a majority of
the outstanding Class A shares of the Fund; and

(b) it has been approved, together with any related
agreements, by votes of the majority (or whatever greater
percentage may, from time to time, be required by Section
12(b) of the Act or the rules and regulations thereunder) of
both (i) the Trustees of the Trust, and (ii) the Qualified
Trustees of the Trust, cast in person at a meeting called
for the purpose of voting on this Plan or such agreement.

SECTION 3. This Plan shall continue in effect for a period
of more than one year after it takes effect only so long as such
continuance is specifically approved at least annually in the
manner provided for approval of this Plan in Section 2(b).
<PAGE>
SECTION 4. PMF shall provide to the Trustees of the Trust,
and the Trustees shall review, at least quarterly, a written
report of the amounts so expended and the purposes for which such
expenditures were made.

SECTION 5. This Plan may be terminated at any time by vote
of a majority of the Qualified Trustees, or by vote of a majority
of the outstanding Class A shares of the Trust.

SECTION 6. All agreements with any person relating to
implementation of this Plan shall be in writing, and any
agreement related to this Plan shall provide:

(a) that such agreement may be terminated at any time,
without payment of any penalty, by vote of a majority of the
Qualified Trustees or by vote of a majority of the
outstanding Class A shares of the Fund, on not more than 60
days' written notice to any other party to the agreement;
and

(b) that such agreement shall terminate automatically
in the event of its assignment.

SECTION 7. This Plan may not be amended to increase
materially the amount of distribution expenses permitted pursuant
to Section 1 hereof without the approval of a majority of the
outstanding Class A shares of the Fund, and all material
amendments to this Plan shall be approved in the manner provided
for approval of this Plan in Section 2(b).

SECTION 8. As used in this Plan, (a) the term "Qualified
Trustees" shall mean those Trustees of the Trust who are not
interested persons of the Trust, and have no direct or indirect
financial interest in the operation of this Plan or any
agreements related to it, (b) the term "majority of the
outstanding Class A shares of the Fund" means the affirmative
vote, at a duly called and held meeting of Class A shareholders
of the Fund, (i) of the holders of 67% or more of the Class A
shares of the Fund present (in person or by proxy) and entitled
to vote at such meeting, if the holders of more than 50% of the
outstanding Class A shares of the Fund entitled to vote at such
meeting are present in person or by proxy, or (ii) of the holders
of more than 50% of the outstanding Class A shares of the Fund
entitled to vote at such meeting, whichever is less, and (c) the
terms "assignment" and "interested person" shall have the
respective meanings specified in the Act and the rules and
regulations thereunder, subject to such exemptions as may be
granted by the Securities and Exchange Commission.
<PAGE>
SECTION 9. A copy of the Agreement and Declaration of Trust
of the Trust is on file with the Secretary of State of The
Commonwealth of Massachusetts and notice is hereby given that
this instrument is executed on behalf of the Trustees of the
Trust as Trustees and not individually, and that the obligations
of or arising out of this instrument are not binding upon any of
the Trustees, officers or shareholders individually but are
binding only upon the assets and property of the Trust.

Executed as of April 8, 1994.

PUTNAM MUTUAL FUNDS CORP. PUTNAM NEW YORK TAX EXEMPT
INCOME TRUST

By: ---------------------- By: ------------------------
William N. Shiebler Patricia C. Flaherty
President Senior Vice President

PUTNAM NEW YORK TAX EXEMPT INCOME TRUST --
PUTNAM NEW YORK TAX EXEMPT INCOME FUND
CLASS B
DISTRIBUTION PLAN AND AGREEMENT

(As adopted January 1, 1993, and as amended on April 8, 1994)

This Plan and Agreement (the "Plan") constitutes the
Distribution Plan for the Class B shares of the Putnam New York
Tax Exempt Income Fund (the "Fund"), a series of the Putnam New
York Tax Exempt Income Trust, a Massachusetts business trust (the
"Trust"), adopted pursuant to the provisions of Rule 12b-1 under
the Investment Company Act of 1940 (the "Act") and the related
agreement between the Fund and Putnam Mutual Funds Corp. ("PMF").
During the effective term of this Plan, the Fund may incur
expenses primarily intended to result in the sale of its Class B
shares upon the terms and conditions hereinafter set forth:

SECTION 1. The Fund shall pay to PMF a monthly fee at the
annual rate of 1.00% of the average net asset value of the Class
B shares of the Fund, as determined at the close of each business
day during the month, to compensate PMF for services provided and
expenses incurred by it in connection with the offering of the
Fund's Class B shares, which may include, without limitation, the
payment by PMF to investment dealers of commissions on the sale
of Class B shares, as set forth in the then current Prospectus or
Statement of Additional Information of the Fund and the payment
of a service fee of up to 0.25% of such net asset value for the
purposes of maintaining or improving services provided to
shareholders by PMF and investment dealers. Such fees shall be
payable for each month within 15 days after the close of such
month. A majority of the Qualified Trustees, as defined below,
may, from time to time, reduce the amount of such payments, or
may suspend the operation of the Plan for such period or periods
of time as they may determine.

SECTION 2. This Plan shall not take effect until:

(a) it has been approved by a vote of a majority of
the outstanding Class B shares of the Fund;

(b) it has been approved, together with any related
agreements, by votes of the majority (or whatever
greater percentage may, from time to time, be
required by Section 12(b) of the Act or the rules
and regulations thereunder) of both (i) the
Trustees of the Trust, and (ii) the Qualified
Trustees of the Trust, cast in person at a meeting
called for the purpose of voting on this Plan or
such agreement; and

SECTION 4. PMF shall provide to the Trustees of the Trust,
and the Trustees shall review, at least quarterly, a written
report of the amounts so expended and the purposes for which such
expenditures were made.

SECTION 5. This Plan may be terminated at any time by vote
of a majority of the Qualified Trustees or by vote of the
majority of the outstanding Class B shares of the Fund.

SECTION 6. All agreements with any person relating to
implementation of this Plan shall be in writing, and any
agreement related to this Plan shall provide:

(a) that such agreement may be terminated at any time,
without payment of any penalty, by vote of a
majority of the Qualified Trustees or by vote of a
majority of the outstanding Class B shares of the
Fund, on not more than 60 days' written notice to
any other party to the agreement; and

(b) that such agreement shall terminate automatically
in the event of its assignment.

SECTION 7. This Plan may not be amended to increase
materially the amount of distribution expenses permitted pursuant
to Section 1 hereof without the approval of a majority of the
outstanding Class B shares of the Fund and all material
amendments to this Plan shall be approved in the manner provided
for approval of this Plan in Section 2(b).

SECTION 9. A copy of the Agreement and Declaration of Trust
of the Trust is on file with the Secretary of State of The
Commonwealth of Massachusetts and notice is hereby given that
this instrument is executed on behalf of the Trustees of the
Trust as Trustees and not individually, and that the obligations
of or arising out of this instrument are not binding upon any of
the Trustees, officers or shareholders individually but are
binding only upon the assets and property of the Trust.

Executed as of April 8, 1994.

PUTNAM MUTUAL FUNDS CORP. PUTNAM NEW YORK TAX EXEMPT
INCOME TRUST

By: -------------------------- By: ------------------------
William N. Shiebler Patricia C. Flaherty
President Senior Vice President

PUTNAM NEW YORK TAX EXEMPT INCOME TRUST --
Putnam New York Tax Exempt Income Fund
CLASS M
DISTRIBUTION PLAN AND AGREEMENT

This Plan and Agreement (the "Plan") constitutes the
Distribution Plan for the Class M shares of Putnam New York Tax
Exempt Income Trust--Putnam New York Tax Exempt Income Fund, a
Massachusetts business trust (the "Trust"), adopted pursuant to
the provisions of Rule 12b-1 under the Investment Company Act of
1940 (the "Act") and the related agreement between the Trust and
Putnam Mutual Funds Corp. ("PMF"). During the effective term of
this Plan, the Trust may incur expenses primarily intended to
result in the sale of its Class M shares upon the terms and
conditions hereinafter set forth:

Section 1. The Trust shall pay to PMF a monthly fee at the
annual rate of 1.00% of the average net asset value of the Class
M shares of the Trust, as determined at the close of each
business day during the month, to compensate PMF for services
provided and expenses incurred by it in connection with the
offering of the Trust's Class M shares, which may include,
without limitation, payments by PMF to investment dealers with
respect to Class M shares, as set forth in the then current
Prospectus or Statement of Additional Information of the Trust,
including the payment of a service fee of up to 0.25% of such net
asset value for the purpose of maintaining or improving services
provided to shareholders by PMF and investment dealers. Such
fees shall be payable for each month within 15 days after the
close of such month. A majority of the Qualified Trustees, as
defined below, may, from time to time, reduce the amount of such
payments, or may suspend the operation of the Plan for such
period or periods of time as they may determine.

Section 2. This Plan shall not take effect until:

(a) it has been approved by a vote of a majority of the
outstanding Class M shares of the Trust;

(b) it has been approved, together with any related
agreements, by votes of the majority (or whatever greater
percentage may, from time to time, be required by Section
12(b) of the Act or the rules and regulations thereunder)
of both (i) the Trustees of the Trust, and (ii) the
Qualified Trustees of the Trust, cast in person at a
meeting called for the purpose of voting on this Plan or
such agreement; and

(c) the Trust has received the proceeds of the initial
public offering of its Class M shares.
<PAGE>
Section 3. This Plan shall continue in effect for a period
of more than one year after it takes effect only so long as such
continuance is specifically approved at least annually in the
manner provided for approval of this Plan in Section 2(b).

Section 4. PMF shall provide to the Trustees of the Trust,
and the Trustees shall review, at least quarterly, a written
report of the amounts so expended and the purposes for which such
expenditures were made.

Section 5. This Plan may be terminated at any time by vote
of a majority of the Qualified Trustees or by vote of the
majority of the outstanding Class M shares of the Trust.

Section 6. All agreements with any person relating to
implementation of this Plan shall be in writing, and any
agreement related to this Plan shall provide:

(a) that such agreement may be terminated at any time,
without payment of any penalty, by vote of a majority
of the Qualified Trustees or by vote of a majority of
the outstanding Class M shares of the Trust, on not
more than 60 days' written notice to any other party
to the agreement; and

(b) that such agreement shall terminate automatically in
the event of its assignment.

Section 7. This Plan may not be amended to increase
materially the amount of distribution expenses permitted pursuant
to Section 1 hereof without the approval of a majority of the
outstanding Class M shares of the Trust and all material
amendments to this Plan shall be approved in the manner provided
for approval of this Plan in Section 2(b).

Section 8. As used in this Plan, (a) the term "Qualified
Trustees" shall mean those Trustees of the Trust who are not
interested persons of the Trust, and have no direct or indirect
financial interest in the operation of this Plan or any
agreements related to it, and (b) the term "majority of the
outstanding Class M shares of the Trust" means the affirmative
vote, at a duly called and held meeting of Class M shareholders
of the Trust, (i) of the holders of 67% or more of the Class M
shares of the Trust present (in person or by proxy) and entitled
to vote at such meeting, if the holders of more than 50% of the
outstanding Class M shares of the Trust entitled to vote at such
meeting are present in person or by proxy, or (ii) of the holders
of more than 50% of the outstanding Class M shares of the Trust
entitled to vote at such meeting, whichever is less, and (c) the
terms "assignment" and "interested person" shall have the
respective meanings specified in the Act and the rules and
regulations thereunder, subject to such exemptions as may be
granted by the Securities and Exchange Commission.

Section 9. A copy of the Agreement and Declaration of
Trust of the Trust is on file with the Secretary of State of The
Commonwealth of Massachusetts and notice is hereby given that
this instrument is executed on behalf of the Trustees of the
Trust as Trustees and not individually, and that the obligations
of or arising out of this instrument are not binding upon any of
the Trustees, officers or shareholders individually but are
binding only upon the assets and property of the Trust.

Executed as of January 31, 1995.

PUTNAM MUTUAL FUNDS CORP. PUTNAM NEW YORK TAX EXEMPT
INCOME TRUST--
PUTNAM NEW YORK TAX EXEMPT
INCOME FUND

/s/ William N. Shiebler /s/ Charles E. Porter
By: ----------------------- By: -------------------------
William N. Shiebler Charles E. Porter
President Executive Vice President

PUTNAM NEW YORK TAX EXEMPT INCOME TRUST --
PUTNAM NEW YORK INTERMEDIATE TAX EXEMPT FUND
CLASS A DISTRIBUTION PLAN AND AGREEMENT

(As adopted May 6, 1994)

This Plan and Agreement (the "Plan") constitutes the
Distribution Plan for the Class A shares of Putnam New York
Intermediate Tax Exempt Fund (the "Fund"), a series of Putnam New
York Tax Exempt Income Trust, a Massachusetts business trust (the
"Trust"), adopted pursuant to the provisions of Rule 12b-1 under
the Investment Company Act of 1940 (the "Act") and the related
agreement between the Trust and Putnam Mutual Funds Corp.
("PMF"), the principal underwriter of the Fund's shares. During
the effective term of this Plan, the Fund may make payments to
PMF upon the terms and conditions hereinafter set forth:

SECTION 2. This Plan shall not take effect until:

(a) it has been approved by a vote of a majority of
the outstanding Class A shares of the Fund; and

SECTION 5. This Plan may be terminated at any time by vote
of a majority of the Qualified Trustees, or by vote of a majority
of the outstanding Class A shares of the Fund.

SECTION 6. All agreements with any person relating to
implementation of this Plan shall be in writing, and any
agreement related to this Plan shall provide:

(b) that such agreement shall terminate automatically
in the event of its assignment.

Executed as of May 6, 1994.

PUTNAM MUTUAL FUNDS CORP. PUTNAM NEW YORK TAX EXEMPT
INCOME TRUST

By: ---------------------- By: ------------------------
William N. Shiebler Charles E. Porter
President Executive Vice President

S:\shared\boiler\pre-eff\nyi-23a

PUTNAM NEW YORK TAX EXEMPT INCOME TRUST --
PUTNAM NEW YORK INTERMEDIATE TAX EXEMPT FUND
CLASS B
DISTRIBUTION PLAN AND AGREEMENT

(As adopted May 6, 1994)

This Plan and Agreement (the "Plan") constitutes the
Distribution Plan for the Class B shares of Putnam New York
Intermediate Tax Exempt Fund (the "Fund"), a series of Putnam New
York Tax Exempt Income Trust, a Massachusetts business trust (the
"Trust"), adopted pursuant to the provisions of Rule 12b-1 under
the Investment Company Act of 1940 (the "Act") and the related
agreement between the Trust and Putnam Mutual Funds Corp.
("PMF"). During the effective term of this Plan, the Fund may
incur expenses primarily intended to result in the sale of its
Class B shares upon the terms and conditions hereinafter set
forth:

SECTION 1. The Fund shall pay to PMF a monthly fee at the
annual rate of up to 1.00% of the average net asset value of the
Class B shares of the Fund, as determined at the close of each
business day during the month, to compensate PMF for services
provided and expenses incurred by it in connection with the
offering of the Fund's Class B shares, which may include, without
limitation, the payment by PMF to investment dealers of
commissions on the sale of Class B shares, as set forth in the
then current Prospectus or Statement of Additional Information of
the Fund and the payment of a service fee of up to 0.25% of such
net asset value for the purposes of maintaining or improving
services provided to shareholders by PMF and investment dealers.
Such fees shall be payable for each month within 15 days after
the close of such month. A majority of the Qualified Trustees,
as defined below, may, from time to time, reduce the amount of
such payments, or may suspend the operation of the Plan for such
period or periods of time as they may determine.

SECTION 2. This Plan shall not take effect until:

(a) it has been approved by a vote of a majority of
the outstanding Class B shares of the Fund;

(b) it has been approved, together with any related
agreements, by votes of the majority (or whatever
greater percentage may, from time to time, be
required by Section 12(b) of the Act or the rules
and regulations thereunder) of both (i) the
Trustees of the Trust, and (ii) the Qualified
Trustees of the Trust, cast in person at a meeting
called for the purpose of voting on this Plan or
such agreement; and

SECTION 5. This Plan may be terminated at any time by vote
of a majority of the Qualified Trustees or by vote of the
majority of the outstanding Class B shares of the Fund.

SECTION 6. All agreements with any person relating to
implementation of this Plan shall be in writing, and any
agreement related to this Plan shall provide:

(a) that such agreement may be terminated at any time,
without payment of any penalty, by vote of a
majority of the Qualified Trustees or by vote of a
majority of the outstanding Class B shares of the
Fund, on not more than 60 days' written notice to
any other party to the agreement; and

(b) that such agreement shall terminate automatically
in the event of its assignment.

SECTION 7. This Plan may not be amended to increase
materially the amount of distribution expenses permitted pursuant
to Section 1 hereof without the approval of a majority of the
outstanding Class B shares of the Fund and all material
amendments to this Plan shall be approved in the manner provided
for approval of this Plan in Section 2(b).

Executed as of May 6, 1994.

PUTNAM MUTUAL FUNDS CORP. PUTNAM NEW YORK TAX EXEMPT
INCOME TRUST

By: -------------------------- By: ------------------------
William N. Shiebler Charles E. Porter
President Executive Vice President

PUTNAM NEW YORK TAX EXEMPT OPPORTUNITIES FUND
CLASS M
DISTRIBUTION PLAN AND AGREEMENT

This Plan and Agreement (the "Plan") constitutes the
Distribution Plan for the Class M shares of Putnam New York Tax
Exempt Opportunities Fund, a Massachusetts business trust (the
"Trust"), adopted pursuant to the provisions of Rule 12b-1 under
the Investment Company Act of 1940 (the "Act") and the related
agreement between the Trust and Putnam Mutual Funds Corp.
("PMF"). During the effective term of this Plan, the Trust may
incur expenses primarily intended to result in the sale of its
Class M shares upon the terms and conditions hereinafter set
forth:

SECTION 1. The Trust shall pay to PMF a monthly fee at the
annual rate of 1.00% of the average net asset value of the Class
M shares of the Trust, as determined at the close of each
business day during the month, to compensate PMF for services
provided and expenses incurred by it in connection with the
offering of the Trust's Class M shares, which may include,
without limitation, payments by PMF to investment dealers with
respect to Class M shares, as set forth in the then current
Prospectus or Statement of Additional Information of the Trust,
including the payment of a service fee of up to 0.25% of such net
asset value for the purpose of maintaining or improving services
provided to shareholders by PMF and investment dealers. Such
fees shall be payable for each month within 15 days after the
close of such month. A majority of the Qualified Trustees, as
defined below, may, from time to time, reduce the amount of such
payments, or may suspend the operation of the Plan for such
period or periods of time as they may determine.

SECTION 2. This Plan shall not take effect until:

(a) it has been approved by a vote of a majority of the
outstanding Class M shares of the Trust;

(b) it has been approved, together with any related
agreements, by votes of the majority (or whatever greater
percentage may, from time to time, be required by Section
12(b) of the Act or the rules and regulations thereunder)
of both (i) the Trustees of the Trust, and (ii) the
Qualified Trustees of the Trust, cast in person at a
meeting called for the purpose of voting on this Plan or
such agreement; and

(c) the Trust has received the proceeds of the initial
public offering of its Class M shares.
<PAGE>
SECTION 3. This Plan shall continue in effect for a period
of more than one year after it takes effect only so long as such
continuance is specifically approved at least annually in the
manner provided for approval of this Plan in Section 2(b).

SECTION 5. This Plan may be terminated at any time by vote
of a majority of the Qualified Trustees or by vote of the
majority of the outstanding Class M shares of the Trust.

SECTION 6. All agreements with any person relating to
implementation of this Plan shall be in writing, and any
agreement related to this Plan shall provide:

(a) that such agreement may be terminated at any time,
without payment of any penalty, by vote of a majority
of the Qualified Trustees or by vote of a majority of
the outstanding Class M shares of the Trust, on not
more than 60 days' written notice to any other party
to the agreement; and

(b) that such agreement shall terminate automatically in
the event of its assignment.

SECTION 7. This Plan may not be amended to increase
materially the amount of distribution expenses permitted pursuant
to Section 1 hereof without the approval of a majority of the
outstanding Class M shares of the Trust and all material
amendments to this Plan shall be approved in the manner provided
for approval of this Plan in Section 2(b).

SECTION 9. A copy of the Agreement and Declaration of
Trust of the Trust is on file with the Secretary of State of The
Commonwealth of Massachusetts and notice is hereby given that
this instrument is executed on behalf of the Trustees of the
Trust as Trustees and not individually, and that the obligations
of or arising out of this instrument are not binding upon any of
the Trustees, officers or shareholders individually but are
binding only upon the assets and property of the Trust.

Executed as of January 31, 1995.

PUTNAM MUTUAL FUNDS CORP. PUTNAM NEW YORK TAX EXEMPT
OPPORTUNITIES FUND

By: ---------------------- By: --------------------------
William N. Shiebler Charles E. Porter
President Executive Vice President
<PAGE>

DEALER SERVICE AGREEMENT

Between: and

Putnam Mutual Funds Corp.
General Distributor of
The Putnam Family of Mutual Funds
P.O. Box 2701
Boston, MA 02208

We are pleased to inform you that, pursuant to the terms of this
Dealer Service Agreement, we are authorized to pay you service
fees in connection with the accounts of your customers that hold
shares of certain Putnam funds listed in Schedule 1 that have
adopted distribution plans pursuant to Rule 12b-1 (the "12b-1
Funds"). Payment of the service fees is subject to your initial
and continuing satisfaction of the following terms and conditions
which may be revised by us from time to time:

1. Qualification Requirements

(a) You have entered into a Sales Contract with us with respect
to the Putnam Family of Mutual Funds (the "Putnam Funds").

(b) You are the dealer of record for accounts in Putnam Funds
having an aggregate average net asset value of at least the
minimum amount set forth in Schedule 2 (Dealer Firm Requirements)
during the period for which a service fee is to be paid. Putnam
Fund accounts are accounts in any open-end Putnam Fund, but
excluding any accounts for your firm's own retirement plans.

(c) One or more of your current employees must be the designated
registered representative(s) on accounts in Putnam Funds having
an aggregate average net asset value of at least the minimum
amount set forth in Schedule 2 (Registered Representative
Requirements) during the period for which a service fee is to be
paid.

(i) For each Putnam Fund account registered in the
name of one of your customers, you will advise us,
preferably by electronic means, before the end of the
second month in each calendar quarter, of the Putnam
Fund account number and the registered representative's
identification, social security and branch number.

(ii) For each Putnam Fund account registered in your
name (street name accounts), you will use your best
efforts to advise us, preferably by electronic means,
before the end of the second month in each calendar
quarter, of the Putnam Fund account number, net asset
value of the account, date of valuation, and, for each
registered representative assigned to assets in the
account: the representative's identification number,
social security number, branch number, and the net
asset value of assigned assets in the account.

2. Service Fees

(a) If you meet the qualification requirements set forth above
in Paragraph 1, you will be paid a service fee on assets in the
12b-1 Funds for which you are the dealer of record and which are
serviced by a registered representative of your firm meeting the
Registered Representative Requirements, if any, at the annual
rates specified in Schedule 3 (excluding any accounts for your
firm's own retirement plans).

(b) You understand and agree that:

(i) all service fee payments are subject to the
limitations contained in each 12b-1 Fund's Distribution
Plan, which may be varied or discontinued at any time;

(ii) your failure to provide the services described in
Paragraph 4 below as may be amended by us from time to
time, or otherwise comply with the terms of this
Agreement, will render you ineligible to receive
service fees; and

(iii) failure of an assigned registered representative
to provide services required by this Agreement will
render that representative's accounts ineligible as
accounts on which service fees are paid.

3. Payments and Communications to Registered Representatives

(a) You will pass through to your registered representatives a
significant share of the service fees paid to you pursuant to
this Agreement.

(b) You will assist us in distributing to your registered
representatives periodic statements which we will have prepared
showing the aggregate average net asset value of shares in Putnam
Funds with which they are credited on our records.
<PAGE>
4. Required Services

(a) You will assign one of your registered representatives to
each Putnam Fund account on your records and reassign the Putnam
Fund account should that representative leave your firm.

(b) You and your registered representatives will assist us and
our affiliates in providing the following services to
shareholders of the Putnam Funds:

(i) Maintain regular contact with shareholders in
assigned accounts and assist in answering inquiries
concerning the Putnam Funds.

(ii) Assist in distributing sales and service
literature provided by us, particularly to the
beneficial owners of accounts registered in your name
(street name accounts).

(iii) Assist us and our affiliates in the establishment
and maintenance of shareholder accounts and records.

(iv) Assist shareholders in effecting administrative
changes, such as changing dividend options, account
designations, address, automatic investment programs or
systematic investment plans.

(v) Assist in processing purchase and redemption
transactions.

(vi) Provide any other information or services as the
customer or we may reasonably request.

(c) You will support our marketing efforts by granting
reasonable requests for visits to your offices by our wholesalers
and by including all Putnam Funds on your "approved" list.

(d) Your compliance with the service requirements set forth in
this Agreement will be evaluated by us from time to time by
surveying shareholder satisfaction with service, by monitoring
redemption levels of shareholder accounts assigned to you and by
such other methods as we deem appropriate.

(e) The provisions of this Paragraph 4 may be amended by us from
time to time upon notice to you.

5. Amendment

This Agreement, including any Schedule hereto, shall be deemed
amended as provided in any written notice delivered by us to you.

6. Effective Period and Termination

The provisions of this Agreement shall remain in effect for not
more than one year from the date of its execution or adoption and
thereafter for successive annual periods only so long as such
continuance is specifically approved at least annually by the
Trustees of each of the 12b-1 Funds in conformity with Rule 12b-1
under the Investment Company Act of 1940 (the "1940 Act"). This
Agreement shall automatically terminate in the event of its
assignment (as defined by the 1940 Act). In addition, this
Agreement may be terminated at any time, without the payment of
any penalty, by either party upon written notice delivered or
mailed by registered mail, postage prepaid, to the other party,
or, as provided in Rule 12b-1 under the 1940 Act, by the Trustees
of any 12b-1 Fund or by the vote of the holders of the
outstanding voting securities of any 12b-1 Fund.

7. Written Reports

Putnam Mutual Funds Corp. shall provide the Trustees of each of
the 12b-1 Funds, and such Trustees shall review at least
quarterly, a written report of the amounts paid to you under this
Agreement and the purposes for which such expenditures were made.

8. Miscellaneous

(a) All communications mailed to us should be sent to the above
address. Any notice to you shall be duly given if mailed or
delivered to you at the address specified by you below.

(b) The provisions of this Agreement shall be governed by and
construed in accordance with the laws of The Commonwealth of
Massachusetts.

Very truly yours,

PUTNAM MUTUAL FUNDS CORP.

By: ------------------------------
William N. Shiebler, President
and Chief Executive Officer
<PAGE>
We accept and agree to the foregoing Agreement as of the date set
forth below.

Dealer: -------------------------

By: ----------------------------
Authorized Signature, Title

------------------------------

------------------------------
Address

Dated: -------------------------

Please return the signed Putnam copy of this Agreement to Putnam
Mutual Funds Corp., P.O. Box 2701, Boston, MA 02208.
<PAGE>
Schedule 1: The 12b-1 Funds

CATEGORY A

Putnam Convertible Income-Growth Trust (Class A)
Putnam Equity Income Fund (Class A)
Putnam Global Growth Fund (Class A)
Putnam Health Sciences Trust (Class A)
Putnam Investors Fund (Class A)
Putnam Managed Income Trust (Class A)
Putnam Natural Resources Fund (Class A)
Putnam Vista Fund (Class A)
Putnam Voyager Fund (Class A)
The George Putnam Fund of Boston (Class A)
The Putnam Fund for Growth and Income (Class A)

CATEGORY B

Putnam High Yield Trust (Class A)
Putnam Tax-Free High Yield Fund (Class B)
Putnam Tax-Free Insured Fund (Class B)
Putnam U.S. Government Income Trust (Class A)

CATEGORY C

Putnam Income Fund (Class A)

CATEGORY D

Putnam Michigan Tax Exempt Income Fund II (Class A)
Putnam Minnesota Tax Exempt Income Fund II (Class A)
Putnam Ohio Tax Exempt Income Fund II (Class A)

CATEGORY E

Putnam Municipal Income Fund (Class A)

CATEGORY F

Putnam Massachusetts Tax Exempt Income Fund II (Class A)

CATEGORY G

Putnam New York Tax Exempt Opportunities Fund (Class A)

CATEGORY H

Putnam California Tax Exempt Income Fund (Class A)
Putnam New Jersey Tax Exempt Income Fund (Class A)
Putnam New York Tax Exempt Income Fund (Class A)
Putnam Tax Exempt Income Fund (Class A)
<PAGE>
CATEGORY I

Putnam Arizona Tax Exempt Income Fund (Class A)

CATEGORY J

Putnam Florida Tax Exempt Income Fund (Class A)
Putnam Pennsylvania Tax Exempt Income Fund (Class A)

CATEGORY K

Putnam California Intermediate Tax Exempt Fund (Class A and B)
Putnam Intermediate Tax Exempt Fund (Class A and B)
Putnam New York Intermediate Tax Exempt Fund (Class A and B)

CATEGORY L

Putnam Arizona Tax Exempt Income Fund (Class B)
Putnam California Tax Exempt Income Fund (Class B)
Putnam Equity Income Fund (Class B)
Putnam Florida Tax Exempt Income Fund (Class B)
Putnam Massachusetts Tax Exempt Income Fund II (Class B)
Putnam Michigan Tax Exempt Income Fund II (Class B)
Putnam Minnesota Tax Exempt Income Fund II (Class B)
Putnam New Jersey Tax Exempt Income Fund (Class B)
Putnam New York Tax Exempt Income Fund (Class B)
Putnam New York Tax Exempt Opportunities Fund (Class B)
Putnam Ohio Tax Exempt Income Fund II (Class B)
Putnam Pennsylvania Tax Exempt Income Fund (Class B)
Putnam Tax Exempt Income Fund (Class B)
Putnam Tax-Free High Yield Fund (Class A)
Putnam Tax-Free Insured Fund (Class A)

CATEGORY M

Putnam Adjustable Rate U.S. Government Fund (Class A and B)
Putnam American Government Income Fund (Class A and B)
Putnam Asset Allocation: Balanced Portfolio (Class A, B and C)
Putnam Asset Allocation: Conservative Portfolio (Class A,B and C)
Putnam Asset Allocation: Growth Portfolio (Class A, B and C)
Putnam Asia Pacific Growth Fund (Class A and B)
Putnam Balanced Government Fund (Class A and B)
Putnam Convertible Income-Growth Trust (Class B)
Putnam Diversified Income Trust (Class A and B)
Putnam Dividend Growth Fund (Class A and B)
Putnam Equity Income Fund (Class B)
Putnam Europe Growth Fund (Class A and B)
Putnam Federal Income Trust (Class A and B)
The George Putnam Fund of Boston (Class B)
Putnam Global Governmental Income Trust (Class A and B)
Putnam Global Growth Fund (Class B)
The Putnam Fund for Growth and Income (Class B)
Putnam Health Sciences Trust (Class B)
Putnam High Yield Advantage Fund (Class A and B)
Putnam High Yield Trust (Class B)
Putnam Income Fund (Class B)
Putnam Investors Fund (Class B)
Putnam Managed Income Trust (Class B)
Putnam Municipal Income Fund (Class B)
Putnam Natural Resources Fund (Class B)
Putnam New Opportunities Fund (Class A and B)
Putnam OTC Emerging Growth Fund (Class A and B)
Putnam Overseas Growth Fund (Class A and B)
Putnam U.S. Government Income Trust (Class B)
Putnam Utilities Growth and Income Fund (Class A and B)
Putnam Vista Fund (Class B)
Putnam Voyager Fund (Class B)

Schedule 2: Minimum Assets

Dealer Firm Requirements. The minimum aggregate average net
asset value of all accounts in Putnam Funds specified by
Paragraph 1(b) is $250,000. We will review this requirement
prior to the start of each year and inform you of any changes.

Registered Representative Requirements. With respect to
Paragraph 1(c), there is no minimum asset qualification
requirement in the Putnam Funds applicable to each of your
representatives. We will review this requirement prior to the
start of each year and inform you of any changes.

Schedule 3: Annual Service Fee Rates

Category A: 0.20% on shares acquired through December 31, 1989
(including capital appreciation on such shares)
and 0.25% on shares acquired after December 31,
1989 (including shares purchased after December
31, 1989 with reinvested distributions on any
shares).

Category B: 0.20% on shares acquired through March 31, 1990
(including capital appreciation on such shares)
and 0.25% on shares acquired after March 31, 1990
(including shares purchased after March 31, 1990
with reinvested distributions on any shares).

Category C: 0.20% on shares acquired through March 31, 1991
(including capital appreciation on such shares)
and 0.25% on shares acquired after March 31, 1991
(including shares purchased after March 31, 1991
with reinvested distributions on any shares).

Category D: 0.15% on shares outstanding as of March 9, 1992
and 0.20% on shares acquired after March 9, 1992.

Category E: 0.20% on shares outstanding as of May 7, 1992 and
0.25% on shares acquired after May 7, 1992.

Category F: 0.15% on shares outstanding as of May 11, 1992 and
0.20% on shares acquired after May 11, 1992.

Category G: 0.15% on shares outstanding as of July 13, 1992
and 0.20% on shares acquired after July 13, 1992.

Category H: 0.15% on shares outstanding as of December 31,
1992 and 0.20% on shares acquired after December
31, 1992.

Category I: 0.15% on shares outstanding as of March 5, 1993
and 0.20% on shares acquired after March 5, 1993.

Category J: 0.15% on shares outstanding as of July 8, 1993 and
0.20% on shares acquired after July 8, 1993.

Category K: 0.15% on all shares.

Category L: 0.20% on all shares.

Category M: 0.25% on all shares.

These calculations exclude until one year after purchase shares
purchased at net asset value by shareholders investing $1 million
or more and by participant-directed qualified retirement plans
sponsored by employers with more than 750 employees ("NAV
Shares"), except for shares owned by certain investors investing
$1 million or more that have made arrangements with Putnam Mutual
Funds and for whom you have waived the sales commission.

For participant-directed qualified retirement plans initially
investing less than $20 million in Putnam funds and other
investments managed by Putnam Management or its affiliates,
Putnam Mutual Funds' payments to you on NAV Shares will be 100%
of the rate stated above if average plan assets in Putnam funds
(excluding money market funds) during the quarter are less than
$20 million, 60% of the rate stated above if average plan assets
are at least $20 million but less than $30 million, and 40% of
the rate stated above if average plan assets are $30 million or
more. For all other participant-directed qualified retirement
plans purchasing NAV Shares, Putnam Mutual Funds will make
quarterly payments to you at the annual rate of 0.10% of the
average net asset value of such shares.

NF-57
9/1/94
<PAGE>

FINANCIAL INSTITUTION
SERVICE AGREEMENT

Between: and

Putnam Mutual Funds Corp.
General Distributor of
The Putnam Family of Mutual Funds
P.O. Box 2701
Boston, MA 02208

We are pleased to inform you that, pursuant to the terms of this
Financial Institution Service Agreement, we are authorized to pay
you service fees in connection with the accounts of your
customers that hold shares of certain Putnam funds listed in
Schedule 1 that have adopted distribution plans pursuant to Rule
12b-1 (the "12b-1 Funds"). Payment of the service fees is
subject to your initial and continuing satisfaction of the
following terms and conditions which may be revised by us from
time to time:

1. Qualification Requirements

(a) You have entered into a Financial Institution Sales Contract
with us with respect to the Putnam Family of Mutual Funds (the
"Putnam Funds"), whose shares you have agreed to make available
to your customers on an agency basis.

(b) You are the financial institution of record for accounts in
Putnam Funds having an aggregate average net asset value of at
least the minimum amount set forth in Schedule 2 (Financial
Institution Requirements) during the period for which a service
fee is to be paid. Putnam Fund accounts are accounts in any
open-end Putnam Fund but excluding any accounts for your
organization's own retirement plans.

(c) One or more of your current employees must be the designated
registered representative(s) in the case of a bank affiliated
dealer, or agent representative(s) in the case of a bank (both
referred to as "representatives"), on accounts in Putnam Funds
having an aggregate average net asset value of at least the
minimum amount set forth in Schedule 2 (Representative
Requirements) during the period for which a service fee is to be
paid.

(d) You will provide the following information and agree that we
will be entitled to rely on the accuracy of such information in
updating our records for determining the levels of service fees
payable to you under the terms of this Agreement. You understand
that such payments will be based solely on Putnam's records:
<PAGE>
(i) For each Putnam Fund account registered in the name of
one of your customers, you will advise us, preferably by
electronic means, before the end of the second month in each
calendar quarter, of the Putnam Fund account number and the
representative's identification number, social security
number and branch number.

(ii) For each Putnam Fund account registered in your name
(nominee name accounts), you will use your best efforts to
advise us, preferably by electronic means, before the end of
the second month in each calendar quarter, of the Putnam
Fund account number, net asset value of the account, date of
valuation, and, for each representative assigned to assets
in the account: the representative's identification number,
social security number, branch number, and net asset value
of assigned assets in the account.

2. Service Fees

(a) If you meet the qualification requirements set forth above in
Paragraph 1, you will be paid, at the end of each calendar
quarter, a service fee on assets of your customers in the 12b-1
Funds for which you are the financial institution of record and
which are serviced by a representative of your organization
meeting the Representative Requirements, if any, at the annual
rates specified in Schedule 3 (excluding any accounts for your
organization's own retirement plans), provided that you have
evaluated such service fees and have concluded that it is
consistent with applicable laws, rules, regulations and
regulatory interpretations for you to receive such service fees.

(b) You understand and agree that:

(i) all service fee payments are subject to the limitations
contained in each 12b-1 Fund's Distribution Plan, which may
be varied or discontinued at any time;

(ii) your failure to provide the services described in
Paragraph 4 below as may be amended by us from time to time,
or otherwise comply with the terms of this Agreement, will
render you ineligible to receive service fees; and

(iii) failure of an assigned representative to provide
services required by this Agreement will render that
representative's accounts ineligible as accounts on which
service fees are paid.

3. Payments and Communications to Representatives

(a) Where consistent with applicable laws, rules, regulations and
regulatory interpretations, you will pass through to your
representatives a significant share of the service fees paid to
you pursuant to this Agreement, or you will otherwise use the
payments of service fees to advance the objective of providing
and improving service to shareholders of the Putnam Funds in a
manner specifically approved by Putnam Mutual Funds (for example,
via training courses for representatives or shareholder
seminars).

(b) You will assist us in distributing to your representatives
periodic statements which we will have prepared showing the
aggregate average net asset value of shares in Putnam Funds with
which they are credited on our records.

4. Required Services

(a) You will assign one of your representatives to each Putnam
Fund account on your records and reassign the Putnam Fund account
should that representative leave your organization.

(b) You and your representatives will assist us and our
affiliates in providing the following services to shareholders of
the Putnam Funds:

(i) Maintain regular contact with shareholders in assigned
accounts and assist in answering inquiries concerning the
Putnam Funds.

(ii) Assist in distributing sales and service literature
provided by us, particularly to the beneficial owners of
accounts registered in your name (nominee name accounts).

(iii) Assist us and our affiliates in the establishment and
maintenance of shareholder accounts and records.

(iv) Assist shareholders in effecting administrative
changes, such as changing dividend options, account
designations, address, automatic investment programs or
systematic investment plans.

(v) Assist in processing purchase and redemption
transactions.

(vi) Provide any other information or services as the
customer or we may reasonably request.

(c) You will grant reasonable requests for visits to your offices
by our wholesalers and include all Putnam Funds on your menu or
list of investments made available by you to your customers.

(e) The provisions of this Paragraph 4 may be amended by us from
time to time upon notice to you.

5. Amendment

This Agreement, including any Schedule hereto, shall be deemed
amended as provided in any written notice delivered by us to you.

6. Effective Period and Termination

The provisions of this Agreement shall remain in effect for one
year from the date of its execution or adoption and thereafter
for successive annual periods only so long as such continuance is
specifically approved at least annually by the Trustees of each
of the 12b-1 Funds in conformity with Rule 12b-1 under the
Investment Company Act of 1940 (the "1940 Act"). This Agreement
shall automatically terminate in the event of its assignment (as
defined by the 1940 Act). In addition, this Agreement may be
terminated at any time, without the payment of any penalty, by
either party upon written notice to the other party, or, as
provided in Rule 12b-1 under the 1940 Act, by the Trustees of any
12b-1 Fund or by the vote of the holders of the outstanding
voting securities of any 12b-1 Fund.

7. Written Reports

8. Compliance with Laws

With respect to the receipt of service fees under the terms of
this Agreement, you will comply with all applicable federal and
state laws and rules, and all applicable regulations and
interpretations of regulatory agencies or authorities, which may
affect your business practices, including any requirement of
written authorization or consent by your customers to your
receipt of service fees, and any requirement to provide
disclosure to your customers of such service fees.

9. Miscellaneous

(a) All communications mailed to us should be sent to the above
address. Any notice to you shall be duly given if mailed or
delivered to you at the address specified by you below.
<PAGE>
(b) The provisions of this Agreement shall be governed by and
construed in accordance with the laws of The Commonwealth of
Massachusetts.

Very truly yours,

PUTNAM MUTUAL FUNDS CORP.

By: --------------------------
William N. Shiebler,
President and
Chief Executive Officer

We accept and agree to the foregoing Agreement as of the date set
forth below.

Financial Institution: --------------------------

By: --------------------------
Authorized Signature, Title

--------------------------

--------------------------
Address

Dated: --------------------------

Please return the signed Putnam copy of this Agreement to Putnam
Mutual Funds Corp., P.O. Box 2701, Boston, MA 02208. <PAGE>
Schedule 1:
The 12b-1 Funds

CATEGORY A

CATEGORY B

Putnam High Yield Trust (Class A)
Putnam Tax-Free High Yield Fund (Class B)
Putnam Tax-Free Insured Fund (Class B)
Putnam U.S. Government Income Trust (Class A)

CATEGORY C

Putnam Income Fund (Class A)

CATEGORY D

Putnam Michigan Tax Exempt Income Fund II (Class A)
Putnam Minnesota Tax Exempt Income Fund II (Class A)
Putnam Ohio Tax Exempt Income Fund II (Class A)

CATEGORY E

Putnam Municipal Income Fund (Class A)

CATEGORY F

Putnam Massachusetts Tax Exempt Income Fund II (Class A)

CATEGORY G

Putnam New York Tax Exempt Opportunities Fund (Class A)

CATEGORY H

Putnam Arizona Tax Exempt Income Fund (Class A)

CATEGORY J

Putnam Florida Tax Exempt Income Fund (Class A)
Putnam Pennsylvania Tax Exempt Income Fund (Class A)

CATEGORY K

Putnam California Intermediate Tax Exempt Fund (Class A and B)
Putnam Intermediate Tax Exempt Fund (Class A and B)
Putnam New York Intermediate Tax Exempt Fund (Class A and B)

CATEGORY L

CATEGORY M

Schedule 2: Minimum Assets

Financial Institution Requirements. The minimum aggregate
average net asset value of all accounts in Putnam Funds specified
by Paragraph 1(b) is $250,000. We will review this requirement
prior to the start of each year and inform you of any changes.

Representative Requirements. With respect to Paragraph
1(c), there is no minimum asset qualification requirement in the
Putnam Funds applicable to each of your representatives. We will
review this requirement prior to the start of each year and
inform you of any changes. We reserve the right to set a minimum
at any time.

Schedule 3: Annual Service Fee Rates

Category D: 0.15% on shares outstanding as of March 9, 1992
and 0.20% on shares acquired after March 9, 1992.

Category E: 0.20% on shares outstanding as of May 7, 1992 and
0.25% on shares acquired after May 7, 1992.

Category F: 0.15% on shares outstanding as of May 11, 1992 and
0.20% on shares acquired after May 11, 1992.

Category G: 0.15% on shares outstanding as of July 13, 1992
and 0.20% on shares acquired after July 13, 1992.

Category H: 0.15% on shares outstanding as of December 31,
1992 and 0.20% on shares acquired after December
31, 1992.

Category I: 0.15% on shares outstanding as of March 5, 1993
and 0.20% on shares acquired after March 5, 1993.

Category J: 0.15% on shares outstanding as of July 8, 1993 and
0.20% on shares acquired after July 8, 1993.

Category K: 0.20% on all shares.

Category L: 0.25% on all shares.

These calculations exclude until one year after purchase, shares
purchased at net asset value by shareholders investing $1 million
or more and by participant-directed qualified retirement plans
sponsored by employers with more than 750 employees ("NAV
Shares"), except for shares owned by certain investors investing
$1 million or more that have made arrangements with Putnam Mutual
Funds and for whom you have waived the sales commission.

For participant-directed qualified retirement plans initially
investing less than $20 million in Putnam funds and other
investments managed by Putnam Management or its affiliates,
Putnam Mutual Funds' payments to you on NAV Shares will be 100%
of the rate stated above if average plan assets in Putnam funds
(excluding money market funds) during the quarter are less than
$20 million, 60% of the rate stated above if average plan assets
are at least $20 million but less than $30 million, and 40% of
the rate stated above if average plan assets are $30 million or
more. For all other participant-directed qualified retirement
plans purchasing NAV Shares, Putnan Mutual Funds will make
quarterly payments to you at the annual rate of 0.10% of the
average net asset value of such shares.

NF-58

9/1/94

SCHEDULES FOR COMPUTATION OF PERFORMANCE QUOTATIONS

Fund name: Putnam New York Tax Exempt Income Fund -- Class A Shares
Fiscal period ending: 11/30/94
Inception date (if less than 10 years of performance):

TOTAL RETURN

Formula -- Average Annual Total Return: ERV = P(1+T)^n

n = Number of Time Periods 1 Year 5 Years 10 Years*

P = Initial Investment $1,000 $1,000 $1,000

ERV = Ending Redeemable Value $875.94 $1,273.68 $2,293.98

T = Average Annual
Total Return +12.41% +4.96% +8.66%*

*Life of fund, if less than 10 years

YIELD

Formula:

Interest + Dividends - Expenses
2 (-------------------------------------------------- +1)(6) -1
POP x Average shares

Interest and Dividends $11,053,468

Expenses $1,184,285

Reimbursement $0

Average shares 237,145,718

NAV $8.04

Sales Charge 4.75%

POP $8.44

Yield at POP 5.99%
<PAGE>
TAX-EXEMPT EQUIVALENT YIELD

Formula: 30 day yield
--------------- = TAX EQUIVALENT YIELD
1-(Highest Individual Tax Rate)

5.98% 5.98%
- ------ = ------ = 11.30%
1-47.05% .529%
<PAGE>
SCHEDULES FOR COMPUTATION OF PERFORMANCE QUOTATIONS

Fund name: Putnam New York Tax Exempt Income Fund -- Class B Shares
Fiscal period ending: 11/30/94
Inception date (if less than 10 years of performance): 1/4/93

TOTAL RETURN

Formula -- Average Annual Total Return: ERV = P(1+T)^n

n = Number of Time Periods 1 Year 5 Years 10 Years*

P = Initial Investment $1,000 N/A $1,000

ERV = Ending Redeemable Value $ N/A $

T = Average Annual
Total Return -13.03% N/A -2.06% *

*Life of fund, if less than 10 years

YIELD

Formula:

Interest + Dividends - Expenses
2 (-------------------------------------------------- +1)(6) -1
POP x Average shares

Interest and Dividends $1,004,601

Expenses $200,237

Reimbursement $0

Average shares 21,583,537

NAV $8.02

Maximum Contingent Deferred
Sales Charge 5.0%

Yield at NAV 5.64%
<PAGE>
TAX-EXEMPT EQUIVALENT YIELD

Formula: 30 day yield
--------------- = TAX EQUIVALENT YIELD
1-(Highest Individual Tax Rate)

5.64% 5.64%
------ = ------ = 10.65%
1-47.05% .529%<PAGE>

SCHEDULES FOR COMPUTATION OF PERFORMANCE QUOTATIONS

Fund name: Putnam New York Tax Exempt Intermediate Fund -- Class A Shares
Fiscal period ending: 11/30/94
Inception date (if less than 10 years of performance): 6/1/94

TOTAL RETURN

Formula -- Average Annual Total Return: ERV = P(1+T)^n

n = Number of Time Periods 1 Year 5 Years 10 Years*

P = Initial Investment N/A N/A $1,000

ERV = Ending Redeemable Value N/A N/A $908.34

T = Average Annual
Total Return N/A N/A -9.16%*

*Life of fund, if less than 10 years

YIELD

Formula:

Interest + Dividends - Expenses
2 (-------------------------------------------------- +1)(6) -1
POP x Average shares

Interest and Dividends $6,584

Expenses $716

Reimbursement $1,151

Average shares 168,306

NAV $7.77

Sales Charge 3.25%

POP $8.03

Yield at POP 5.27%
<PAGE>
TAX-EXEMPT EQUIVALENT YIELD

Formula: 30 day yield
--------------- = TAX EQUIVALENT YIELD
1-(Highest Individual Tax Rate)

5.27% 5.27%
------ = ------ = 9.95%
1-47.05% .529%
<PAGE>
SCHEDULES FOR COMPUTATION OF PERFORMANCE QUOTATIONS

Fund name: Putnam New York Tax Exempt Intermediate Fund -- Class B Shares
Fiscal period ending: 11/30/94
Inception date (if less than 10 years of performance): 6/1/94

TOTAL RETURN

Formula -- Average Annual Total Return: ERV = P(1+T)^n

n = Number of Time Periods 1 Year 5 Years 10 Years*

P = Initial Investment N/A N/A $1,000

ERV = Ending Redeemable Value N/A N/A $908.12

T = Average Annual
Total Return % % -9.19%*

*Life of fund, if less than 10 years

YIELD

Formula:

Interest + Dividends - Expenses
2 (-------------------------------------------------- +1)(6) -1
POP x Average shares

Interest and Dividends $5,014

Expenses $1,018

Reimbursement $866

Average shares 126,316

NAV $7.76

Maximum Contingent Deferred
Sales Charge 5.0%

Yield at NAV 4.94%
<PAGE>
TAX-EXEMPT EQUIVALENT YIELD

Formula: 30 day yield
--------------- = TAX EQUIVALENT YIELD
1-(Highest Individual Tax Rate)

4.94% 4.94%
------ = ------ = 9.33%
1-47.05% .529%

SCHEDULES FOR COMPUTATION OF PERFORMANCE QUOTATIONS

Fund name: Putnam New York Tax Exempt Opportunities Fund -- Class A
Shares
Fiscal period ending: 9/30/94
Inception date (if less than 10 years of performance):

TOTAL RETURN

Formula -- Average Annual Total Return: ERV = P(1+T)^n

n = Number of Time Periods 1 Year 5 Years 10 Years*

P = Initial Investment $1,000 N/A $1,000

ERV = Ending Redeemable Value $869.72 N/A $961.06

T = Average Annual
Total Return -5.56% N/A -5.76%*

*Life of fund, if less than 10 years

YIELD

Formula:

Interest + Dividends - Expenses
2 (-------------------------------------------------- +1)(6) -1
POP x Average shares

Interest and Dividends $987,616

Expenses $144,852

Reimbursement $0

Average shares 20,729,380

NAV $8.49

Sales Charge 4.75%

POP $8.91

Yield at POP 5.54%
<PAGE>
TAX-EXEMPT EQUIVALENT YIELD

Formula: 30 day yield
--------------- = TAX EQUIVALENT YIELD
1-(Highest Individual Tax Rate)

5.54% 5.54%
------ = ------ = 9.96%
1-44.36% .556%<PAGE>
SCHEDULES FOR COMPUTATION OF PERFORMANCE QUOTATIONS

Fund name: Putnam New York Tax Exempt Opportunities Fund -- Class B
Shares
Fiscal period ending: 9/30/94
Inception date (if less than 10 years of performance): 2/1/94

TOTAL RETURN

Formula -- Average Annual Total Return: ERV = P(1+T)^n

n = Number of Time Periods 1 Year 5 Years 10 Years*

P = Initial Investment N/A N/A $1,000
$1,000

ERV = Ending Redeemable Value N/A N/A $922.65

T = Average Annual
Total Return N/A N/A -7.73%*

*Life of fund, if less than 10 years

YIELD

Formula:

Interest + Dividends - Expenses
2 (-------------------------------------------------- +1)(6) -1
POP x Average shares

Interest and Dividends $41,047

Expenses $10,539

Reimbursement $0

Average shares 861,690

NAV $8.48

Maximum Contingent Deferred
Sales Charge 5.0%

Yield at NAV 5.06%
<PAGE>
TAX-EXEMPT EQUIVALENT YIELD

Formula: 30 day yield
--------------- = TAX EQUIVALENT YIELD
1-(Highest Individual Tax Rate)

5.06% 5.06%
------ = ------ = 9.09%
1-44.36% .556%

SCHEDULES FOR COMPUTATION OF PERFORMANCE QUOTATIONS

Fund name: Putnam New York Tax Exempt Money Market Fund
Fiscal period ending: 11/30/94
Inception date (if less than 10 years of performance): 10/86/87

7 DAY YIELD FORMULA - DIVIDENDS DECLARED FOR LAST 7 DAYS / 7 *365

TOTAL DIVIDENDS DECLARED
PER SHARE FOR LAST 7 DAYS:

7 DAY YIELD = 2.82%

CALCULATION OF 7 DAY EFFECTIVE YIELD

7 DAY
YIELD ^52.142857
( 1 + --------------------
) -1
(100 * 52.142587)

7 DAY EFFECTIVE YIELD = 3.50%
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
Putnam New York
Tax Exempt Income Class A AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL
STATEMENTS.
</LEGEND>

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> NOV-30-1994
<PERIOD-END> NOV-30-1994
<INVESTMENTS-AT-COST> 2,086,259,089
<INVESTMENTS-AT-VALUE> 2,035,247,786
<RECEIVABLES> 69,908,538
<ASSETS-OTHER> 33,538
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 2,105,189,862
<PAYABLE-FOR-SECURITIES> 17,850,770
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 12,224,720
<TOTAL-LIABILITIES> 30,075,490
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2,179,363,545
<SHARES-COMMON-STOCK> 236,375,093
<SHARES-COMMON-PRIOR> 243,129,005
<ACCUMULATED-NII-CURRENT> 1,461,483
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (54,855,604)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (50,855,052)
<NET-ASSETS> 2,075,114,372
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 153,000,268
<OTHER-INCOME> 0
<EXPENSES-NET> 18,613,576
<NET-INVESTMENT-INCOME> 134,386,692
<REALIZED-GAINS-CURRENT> (48,217,246)
<APPREC-INCREASE-CURRENT> (284,366,608)
<NET-CHANGE-FROM-OPS> (189,789,780)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (123,572,963)
<DISTRIBUTIONS-OF-GAINS> (26,837,397)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 41,795,457
<NUMBER-OF-SHARES-REDEEMED> (58,823,972)
<SHARES-REINVESTED> 10,274,603
<NET-CHANGE-IN-ASSETS> (352,144,670)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 16,425,838
<OVERDISTRIB-NII-PRIOR> (476,652)
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 11,066,326
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 19,112,817
<AVERAGE-NET-ASSETS> 2,155,836,839
<PER-SHARE-NAV-BEGIN> 9.38
<PER-SHARE-NII> .53
<PER-SHARE-GAIN-APPREC> (1.24)
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> (.62)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 8.05
<EXPENSE-RATIO> .75
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
Putnam New York
Tax Exempt Income Class B AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL
STATEMENTS.
</LEGEND>

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> NOV-30-1994
<PERIOD-END> NOV-30-1994
<INVESTMENTS-AT-COST> 2,086,259,089
<INVESTMENTS-AT-VALUE> 2,035,247,786
<RECEIVABLES> 69,908,538
<ASSETS-OTHER> 33,538
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 2,105,189,862
<PAYABLE-FOR-SECURITIES> 17,850,770
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 12,224,720
<TOTAL-LIABILITIES> 30,075,490
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2,179,363,545
<SHARES-COMMON-STOCK> 21,586,760
<SHARES-COMMON-PRIOR> 15,653,760
<ACCUMULATED-NII-CURRENT> 1,461,483
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (54,855,604)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (50,855,052)
<NET-ASSETS> 2,075,114,372
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 153,000,268
<OTHER-INCOME> 0
<EXPENSES-NET> 18,613,576
<NET-INVESTMENT-INCOME> 134,386,692
<REALIZED-GAINS-CURRENT> (48,217,246)
<APPREC-INCREASE-CURRENT> (284,366,608)
<NET-CHANGE-FROM-OPS> (189,789,780)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (8,995,974)
<DISTRIBUTIONS-OF-GAINS> (1,790,732)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 7,990,189
<NUMBER-OF-SHARES-REDEEMED> (2,881,112)
<SHARES-REINVESTED> 823,923
<NET-CHANGE-IN-ASSETS> (352,144,670)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 16,425,838
<OVERDISTRIB-NII-PRIOR> (476,652)
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 11,066,326
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 19,112,817
<AVERAGE-NET-ASSETS> 173,300,828
<PER-SHARE-NAV-BEGIN> 9.37
<PER-SHARE-NII> .46
<PER-SHARE-GAIN-APPREC> (1.24)
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> (.57)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 8.02
<EXPENSE-RATIO> 1.39
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
Putnam New York Intermediate Tax
Exempt Income Class A AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> NOV-30-1994
<PERIOD-END> NOV-30-1994
<INVESTMENTS-AT-COST> 2,735,263
<INVESTMENTS-AT-VALUE> 2,658,726
<RECEIVABLES> 164,689
<ASSETS-OTHER> 101,426
<OTHER-ITEMS-ASSETS> 16,204
<TOTAL-ASSETS> 2,941,045
<PAYABLE-FOR-SECURITIES> 300,467
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 28,855
<TOTAL-LIABILITIES> 329,322
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2,725,038
<SHARES-COMMON-STOCK> 189,668
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> (16)
<ACCUMULATED-NET-GAINS> (38,024)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (76,818)
<NET-ASSETS> 2,610,180
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 39,527
<OTHER-INCOME> 0
<EXPENSES-NET> 4,091
<NET-INVESTMENT-INCOME> 35,436
<REALIZED-GAINS-CURRENT> 38,024
<APPREC-INCREASE-CURRENT> (79,406)
<NET-CHANGE-FROM-OPS> (77,863)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (22,136)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 224,029
<NUMBER-OF-SHARES-REDEEMED> (36,612)
<SHARES-REINVESTED> 2,133
<NET-CHANGE-IN-ASSETS> 2,608,180
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 22,110
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 22,108
<AVERAGE-NET-ASSETS> 826,223
<PER-SHARE-NAV-BEGIN> 8.50
<PER-SHARE-NII> .22
<PER-SHARE-GAIN-APPREC> (.73)
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> (.22)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 7.77
<EXPENSE-RATIO> .17
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
Putnam New York Intermediate Tax Exempt
Income Class B AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> NOV-30-1994
<PERIOD-END> NOV-30-1994
<INVESTMENTS-AT-COST> 2,735,263
<INVESTMENTS-AT-VALUE> 2,658,726
<RECEIVABLES> 164,689
<ASSETS-OTHER> 101,426
<OTHER-ITEMS-ASSETS> 16,204
<TOTAL-ASSETS> 2,941,045
<PAYABLE-FOR-SECURITIES> 300,467
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 28,855
<TOTAL-LIABILITIES> 329,322
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2,725,038
<SHARES-COMMON-STOCK> 146,437
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> (16)
<ACCUMULATED-NET-GAINS> (38,024)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (76,818)
<NET-ASSETS> 2,610,180
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 39,527
<OTHER-INCOME> 0
<EXPENSES-NET> 4,091
<NET-INVESTMENT-INCOME> 35,436
<REALIZED-GAINS-CURRENT> 38,024
<APPREC-INCREASE-CURRENT> (76,818)
<NET-CHANGE-FROM-OPS> (79,406)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (13,461)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 146,001
<NUMBER-OF-SHARES-REDEEMED> (816)
<SHARES-REINVESTED> 1,134
<NET-CHANGE-IN-ASSETS> 2,608,180
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 22,110
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 22,108
<AVERAGE-NET-ASSETS> 588,907
<PER-SHARE-NAV-BEGIN> 8.50
<PER-SHARE-NII> .20
<PER-SHARE-GAIN-APPREC> (.74)
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> (.20)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 7.76
<EXPENSE-RATIO> .46
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM Putnam New York Tax Exempt Opportunities Class A AND IS
QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1994
<PERIOD-END> SEP-30-1994
<INVESTMENTS-AT-COST> 185,585,618
<INVESTMENTS-AT-VALUE> 180,611,969
<RECEIVABLES> 4,610,051
<ASSETS-OTHER> 252,190
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 185,474,210
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 1,111,559
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 191,050,194
<SHARES-COMMON-STOCK> 20,713,248
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> (66,768)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (1,647,126)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (4,973,649)
<NET-ASSETS> 184,362,651
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 12,845,291
<OTHER-INCOME> 0
<EXPENSES-NET> 1,761,811
<NET-INVESTMENT-INCOME> 11,083,480
<REALIZED-GAINS-CURRENT> (1,647,127)
<APPREC-INCREASE-CURRENT> (10,999,505)
<NET-CHANGE-FROM-OPS> (1,563,152)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (10,901,830)
<DISTRIBUTIONS-OF-GAINS> (296,029)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 4,955,088
<NUMBER-OF-SHARES-REDEEMED> (3,566,478)
<SHARES-REINVESTED> 620,886
<NET-CHANGE-IN-ASSETS> 13,829,474
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,161,243
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,761,811
<AVERAGE-NET-ASSETS> 176,322,054
<PER-SHARE-NAV-BEGIN> 9.12
<PER-SHARE-NII> .55
<PER-SHARE-GAIN-APPREC> (.63)
<PER-SHARE-DIVIDEND> (.54)
<PER-SHARE-DISTRIBUTIONS> (.56)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 8.48
<EXPENSE-RATIO> .98
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM Putnam New York Tax Exempt Opportunities Class B AND IS
QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1994
<PERIOD-END> SEP-30-1994
<INVESTMENTS-AT-COST> 185,585,618
<INVESTMENTS-AT-VALUE> 180,611,969
<RECEIVABLES> 4,610,051
<ASSETS-OTHER> 252,190
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 185,474,210
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 1,111,559
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 191,050,194
<SHARES-COMMON-STOCK> 1,016,682
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> (66,768)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (1,647,126)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (4,973,649)
<NET-ASSETS> 184,362,651
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 12,845,291
<OTHER-INCOME> 0
<EXPENSES-NET> 1,761,811
<NET-INVESTMENT-INCOME> 11,083,480
<REALIZED-GAINS-CURRENT> (1,647,127)
<APPREC-INCREASE-CURRENT> (10,999,505)
<NET-CHANGE-FROM-OPS> (1,563,152)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (133,868)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,036,184
<NUMBER-OF-SHARES-REDEEMED> (26,811)
<SHARES-REINVESTED> 7,309
<NET-CHANGE-IN-ASSETS> 13,829,474
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,161,243
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,761,811
<AVERAGE-NET-ASSETS> 3,634,349
<PER-SHARE-NAV-BEGIN> 9.07
<PER-SHARE-NII> .31
<PER-SHARE-GAIN-APPREC> (.58)
<PER-SHARE-DIVIDEND> (.32)
<PER-SHARE-DISTRIBUTIONS> (.32)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 8.48
<EXPENSE-RATIO> 1.05
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM Putnam New York
Tax Exempt Money Market AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL
STATEMENTS.

</LEGEND>

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> NOV-30-1994
<PERIOD-END> NOV-30-1994
<INVESTMENTS-AT-COST> 47,031,183
<INVESTMENTS-AT-VALUE> 47,031,183
<RECEIVABLES> 531,674
<ASSETS-OTHER> 71,987
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 47,634,844
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2,819,843
<TOTAL-LIABILITIES> 2,819,843
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 44,815,001
<SHARES-COMMON-STOCK> 44,815,001
<SHARES-COMMON-PRIOR> 50,472,948
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 44,815,001
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 1,312,926
<OTHER-INCOME> 0
<EXPENSES-NET> 386,230
<NET-INVESTMENT-INCOME> 926,696
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 926,696
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (926,696)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 286,251,626
<NUMBER-OF-SHARES-REDEEMED> (292,772,548)
<SHARES-REINVESTED> 862,975
<NET-CHANGE-IN-ASSETS> (5,657,947)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 225,863
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 530,533
<AVERAGE-NET-ASSETS> 50,095,908
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .0188
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> (.0188)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .77
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>