SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
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Filed by the Registrant / X /
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Filed by a Party other than the Registrant / /
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Check the appropriate box:
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/ X / Preliminary Proxy Statement
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/ / Preliminary Additional Materials
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/ / Definitive Proxy Statement
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/ / Definitive Additional Materials
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/ / Soliciting Material Pursuant to Sec. 240.14a-11(e) or
- ---- Sec. 240.14a-12
PUTNAM CONVERTIBLE INCOME-GROWTH TRUST
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
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/ x / $125 per Exchange Act Rules 0-11(c)(1)(ii),
- ---- 14a-6(i)(1), or 14a-6(i)(2).
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/ / $500 per each party to the controversy pursuant
- ---- to Exchange Act Rule 14a-6(i)(3).
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/ / Fee computed on table below per Exchange Act Rules
- ---- 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which
transaction applies:
(2) Aggregate number of securities to which
transaction applies:
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule
0-11:
(4) Proposed maximum aggregate value of transaction:
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/ / Check box if any part of the fee is offset as provided
- ---- by Exchange Act Rule 0-11(a)(2) and identify the
filing
for which the offsetting fee was paid previously.
Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its
filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed: <PAGE>
IMPORTANT INFORMATION
FOR SHAREHOLDERS IN
PUTNAM CONVERTIBLE INCOME-GROWTH TRUST
The document you hold in your hands contains your proxy statement
and proxy card. A proxy card is, in essence, a ballot. When you
vote your proxy, it tells us how to vote on your behalf on
important issues relating to your fund. If you complete and sign
the proxy, we'll vote it exactly as you tell us. If you simply
sign the proxy, we'll vote it in accordance with the Trustees'
recommendations on pages and .
We urge you to spend a couple of minutes with the proxy
statement, fill out your proxy card, and return it to us. When
shareholders don't return their proxies in sufficient numbers, we
have to incur the expense of follow-up solicitations, which can
cost your fund money.
We want to know how you would like to vote and welcome your
comments. Please take a few moments with these materials and
return your proxy to us.
(PUTNAM LOGO APPEARS HERE)
BOSTON * LONDON * TOKYO
<PAGE>
Table of contents
A Message from the Chairman. . . . . . . . . . . . . . . . . . .1
Notice of Shareholder Meeting. . . . . . . . . . . . . . . . . .3
Trustees' Recommendations. . . . . . . . . . . . . . . . . . . .5
Proxy card enclosed
If you have any questions, please contact us at the special toll-
free number we have set up for you (1-800-225-1581) or call your
financial adviser.
<PAGE>
A Message from the Chairman
(Photograph of George Putnam appears here)
Dear Shareholder:
I am writing to you to ask for your vote on important questions
that affect your investment in your fund. While you are, of
course, welcome to join us at your fund's meeting, most
shareholders cast their vote by filling out and signing the
enclosed proxy. We are asking for your vote on the following
matters:
1. Electing Trustees to oversee your fund;
2. Ratifying the selection by the Trustees of the independent
auditors of your fund for its current fiscal year; and
3. Approving a number of changes to your fund's fundamental
investment restrictions, including the elimination of
certain of these restrictions.
Although we would like very much to have each shareholder attend
their fund's meeting, we realize this is not possible. Whether
or not you plan to be present, we need your vote. We urge you to
complete, sign, and return the enclosed proxy card promptly. A
postage-paid envelope is enclosed.
I'm sure that you, like most people, lead a busy life and are
tempted to put this proxy aside for another day. Please don't.
When shareholders don't return their proxies, their fund may have
to incur the expense of follow-up solicitations. All
shareholders benefit from the speedy return of proxies.
Your vote is important to us. We appreciate the time and
consideration that I am sure you will give this important matter.
If you have questions about the proposals, contact your financial
adviser or call a Putnam customer service representative at
1-800-225-1581.
Sincerely yours,
(signature of George Putnam)
George Putnam, Chairman
<PAGE>
PUTNAM CONVERTIBLE INCOME-GROWTH TRUST
Notice of a Meeting of Shareholders
This is the formal agenda for your fund's shareholder meeting.
It tells you what matters will be voted on and the time and place
of the meeting, if you can attend in person.
To the Shareholders of Putnam Convertible Income-Growth Trust:
A Meeting of Shareholders of your fund will be held on July 31,
1996 at 2:00 p.m., Boston time, on the eighth floor of One Post
Office Square, Boston, Massachusetts, to consider the following:
1. Electing Trustees. See page .
2. Ratifying the selection by the Trustees of the independent
auditors of your fund for its current fiscal year. See
page .
3.A. Approving an amendment to the fund's fundamental investment
restriction with respect to diversification of investments.
See page .
3.B. Approving an amendment to the fund's fundamental investment
restriction with respect to investments in the securities of
a single issuer. See page .
3.C. Approving an amendment to the fund's fundamental investment
restriction with respect to making loans through purchases
of debt obligations, repurchase agreements and securities
loans. See page .
3.D. Approving an amendment to the fund's fundamental investment
restriction with respect to investments in real estate. See
page .
3.E. Approving an amendment to the fund's fundamental investment
restriction with respect to concentration of its assets.
See page .
3.F. Approving the amendment to the fund's fundamental investment
restriction with respect to investments in commodities. See
page .
3.G. Approving the elimination of the fund's fundamental
investment restriction with respect to certain oil, gas and
mineral interests. See page .
3.H. Approving the elimination of the fund's fundamental
investment restriction with respect to options transactions.
See page .
3.I. Approving the elimination of the fund's fundamental
investment restriction with respect to investments in
issuers that have been in operation for less than three
years. See page .
3.J. Approving the elimination of the fund's fundamental
investment restriction with respect to investments in
securities of issuers in which management of the fund or
Putnam Investment Management, Inc. owns securities. See
page .
3.K. Approving the elimination of the fund's fundamental
investment restriction with respect to margin transactions.
See page .
3.L. Approving the elimination of the fund's fundamental
investment restriction with respect to short sales. See
page .
3.M. Approving the elimination of the fund's fundamental
investment restriction which limits the fund's ability to
pledge assets. See page .
3.N. Approving the elimination of the fund's fundamental
investment restriction with respect to investments in
illiquid securities. See page .
3.O. Approving the elimination of the fund's fundamental
investment restriction with respect to underwriting. See
page .
3.P. Approving the elimination of the fund's fundamental
investment restriction with respect to investing to gain
control of a company's management. See page .
3.Q. Approving the elimination of the fund's fundamental
investment restriction with respect to limiting investment
in warrants. See page .
4. Transacting other business as may properly come before the
meeting.
By the Trustees
George Putnam, Chairman
William F. Pounds, Vice Chairman
Jameson A. Baxter Robert E. Patterson
Hans H. Estin Donald S. Perkins
John A. Hill George Putnam, III
Ronald J. Jackson Eli Shapiro
Elizabeth T. Kennan A.J.C. Smith
Lawrence J. Lasser W. Nicholas Thorndike
WE URGE YOU TO MARK, SIGN, DATE, AND MAIL THE ENCLOSED PROXY IN
THE POSTAGE-PAID ENVELOPE PROVIDED SO YOU WILL BE REPRESENTED AT
THE MEETING.
May , 1996
<PAGE>
Proxy Statement
This document will give you the information you need to vote on
the matters listed on the previous page. Much of the information
in the proxy statement is required under rules of the Securities
and Exchange Commission (SEC); some of it is technical. If there
is anything you don't understand, please contact us at our
special toll-free number, 1-800-225-1581, or call your financial
adviser.
Who is asking for my vote?
The enclosed proxy is solicited by the Trustees of Putnam
Convertible Income-Growth Trust for use at the Meeting of
Shareholders of the fund to be held on July 31, 1996, and, if
your fund's meeting is adjourned, at any later meetings, for the
purposes stated in the Notice of Meeting (see previous page).
How do your fund's Trustees recommend that shareholders vote on
these proposals?
The Trustees recommend that you vote
1. For the election of all nominees;
2. For selecting Coopers and Lybrand L.L.P. as the independent
auditors of your fund;
3.A. For amending the fund's fundamental investment restriction
with respect to diversification of investments;
3.B. For amending the fund's fundamental investment restriction
with respect to investing in the securities of a single
issuer;
3.C. For amending the fund's fundamental investment restriction
with respect to making loans through purchases of debt
obligations, repurchase agreements and securities loans;
3.D. For amending the fund's fundamental investment restriction
with respect to investments in real estate;
3.E. For amending the fund's fundamental investment restriction
with respect to concentration of its assets;
3.F. For amending the fund's fundamental investment restriction
with respect to investments in commodities;
3.G. For eliminating the fund's fundamental investment
restriction with respect to certain oil, gas and mineral
interests;
3.H. For eliminating the fund's fundamental investment
restriction with respect to options transactions;
3.I. For eliminating the fund's fundamental investment
restriction with respect to investments in issuers that have
been in operation for less than three years;
3.J. For eliminating the fund's fundamental investment
restriction with respect to investments in securities of
issuers in which management of the fund or Putnam Investment
Management, Inc. owns securities;
3.K. For eliminating the fund's fundamental investment
restriction with respect to margin transactions;
3.L. For eliminating the fund's fundamental investment
restriction with respect to short sales;
3.M. For eliminating the fund's fundamental investment
restriction which limits the fund's ability to pledge
assets;
3.N. For eliminating the fund's fundamental investment
restriction with respect to investments in illiquid
securities;
3.O. For eliminating the fund's fundamental investment
restriction with respect to underwriting;
3.P. For eliminating the fund's fundamental investment
restriction with respect to investing to gain control of a
Company's Management; and
3.Q. For eliminating the fund's fundamental investment
restriction with respect to limiting investment in warrants.
Who is eligible to vote?
Shareholders of record at the close of business on May 3, 1996,
are entitled to be present and to vote at the meeting or any
adjourned meeting. The Notice of Meeting, the proxy, and the
Proxy Statement have been mailed to shareholders of record on or
about May , 1996.
Each share is entitled to one vote. Shares represented by duly
executed proxies will be voted in accordance with shareholders'
instructions. If you sign the proxy, but don't fill in a vote,
your shares will be voted in accordance with the Trustees'
recommendations. If any other business is brought before the
meeting, your shares will be voted at the Trustees' discretion.
<PAGE>
The Proposals
I. ELECTION OF TRUSTEES
Who are the nominees for Trustees?
The Nominating Committee of the Trustees recommends that the
number of Trustees be fixed at fourteen and that you vote for the
election of the nominees described below. Each nominee is
currently a Trustee of your fund and of the other Putnam funds.
The Nominating Committee of the Trustees consists solely of
Trustees who are not "interested persons" (as defined in the
Investment Company Act of 1940) of your fund or of Putnam
Investment Management, Inc., your fund's investment manager
("Putnam Management").
Jameson Adkins Baxter
[Insert Picture]
Ms. Baxter, age 52, is the President of Baxter Associates, Inc.,
a management and financial consulting firm which she founded in
1986. During that time, she was also a Vice President and
Principal of the Regency Group, Inc., and a Consultant to First
Boston Corporation, both of which are investment banking firms.
From 1965 to 1986, Ms. Baxter held various positions in
investment banking and corporate finance at First Boston.
Ms. Baxter currently also serves as a Director of Banta
Corporation, Avondale Federal Savings Bank, and ASHTA Chemicals,
Inc. She is also the Chairman Emeritus of the Board of Trustees
of Mount Holyoke College, having previously served as Chairman
for five years and as a Board member for thirteen years; an
Honorary Trustee and past President of the Board of Trustees of
the Emma Willard School; and Chair of the Board of Governors of
Good Shepherd Hospital. Ms. Baxter is a graduate of Mount
Holyoke College.
Hans H. Estin
[Insert Picture]
Mr. Estin, age 67, is a Chartered Financial Analyst and the Vice
Chairman of North American Management Corp., a registered
investment adviser serving individual clients and their families.
Mr. Estin currently also serves as a Director of The Boston
Company, Inc., a registered investment adviser which provides
administrative and investment management services to mutual funds
and other institutional investors, and Boston Safe Deposit and
Trust Company; a Corporation Member of Massachusetts General
Hospital; and a Trustee of New England Aquarium. He previously
served as the Chairman of the Board of Trustees of Boston
University and is currently active in various other civic
associations, including the Boys & Girls Clubs of Boston, Inc.
Mr. Estin is a graduate of Harvard College and holds honorary
doctorates from Merrimack College and Boston University.
John A. Hill
[Insert Picture]
Mr. Hill, age 54, is the Chairman and Managing Director of First
Reserve Corporation, a registered investment adviser investing in
companies in the world-wide energy industry on behalf of
institutional investors.
Prior to acquiring First Reserve in 1983, Mr. Hill held executive
positions with several investment advisory firms and held various
positions with the Federal government, including Associate
Director of the Office of Management and Budget and Deputy
Administrator of the Federal Energy Administration.
Mr. Hill currently also serves as a Director of Snyder Oil
Corporation, an exploration and production company which he
founded, Maverick Tube Corporation, a manufacturer of structural
steel, pipe and well casings, PetroCorp Incorporated, an
exploration and production company, Weatherford Enterra, Inc., an
oil field service company, various private companies controlled
by First Reserve Corporation, and various First Reserve Funds.
He is also a Member of the Board of Advisors of Fund Directions.
He is currently active in various business associations,
including the Economic Club of New York, and lectures on energy
issues in the United States and Europe. Mr. Hill is a graduate
of Southern Methodist University.
Ronald J. Jackson
[Insert Picture]
Mr. Jackson, age 52, was Chairman of the Board, President and
Chief Executive Officer of Fisher-Price, Inc., a major toy
manufacturer, from 1990 to 1993. He previously served as
President and Chief Executive Officer of Stride-Rite, Inc., a
manufacturer and distributor of footwear, from 1989 to 1990, and
as President and Chief Executive Officer of Kenner Parker Toys,
Inc., a major toys and games manufacturer, from 1985 to 1987.
Prior to that, he held various financial and marketing positions
at General Mills, Inc. From 1966 to 1985, including Vice
President, Controller and Vice President of Marketing for Parker
Brothers, a toy and game company, and President of Talbot's, a
retailer and direct marketer of women's apparel.
Mr. Jackson currently serves as a Trustee of Salem Hospital and
an Overseer of the Peabody Essex Museum. He previously served as
a Director of a number of public companies including Fisher-
Price, Inc., Kenner Parker Toys, Inc., Mattel, Inc., a major toy
manufacture, and Stride-Rite, Inc. Mr. Jackson is a graduate of
Michigan State University Business School.
Elizabeth T. Kennan
[Insert Picture]
Ms. Kennan, age 58, is President Emeritus and Professor of Mount
Holyoke College. From 1978 through June 1995, she was President
of Mount Holyoke College. From 1966 to 1978, she was on the
faculty of Catholic University, where she taught history and
published numerous articles.
Ms. Kennan currently also serves as a Director of NYNEX
Corporation, a telecommunications company, Northeast Utilities,
the Kentucky Home Life Insurance Companies, and Talbots, a
women's clothing retailer. She also serves as a Member of The
Folger Shakespeare Library Committee. She is currently active in
various educational and civic associations, including the
Committee on Economic Development and the Council on Foreign
Relations. Ms. Kennan is a graduate of Mount Holyoke College,
the University of Washington and St. Hilda College at Oxford
University and holds several honorary doctorates.
Lawrence J. Lasser*
[Insert Picture]
Mr. Lasser, age 53, is the Vice President of your fund and the
other Putnam funds. He has been the President, Chief Executive
Officer and a Director of Putnam Investments, Inc. and Putnam
Management since 1985, having begun his career there in 1969.
Mr. Lasser currently also serves as a Director of Marsh &
McLennan Companies, Inc., the parent company of Putnam
Management, and INROADS/Central New England, Inc., a job market
internship program for minority high school and college students.
He is a Member of the Board of Overseers of the Museum of
Science, the Museum of Fine Arts and the Isabella Stewart Gardner
Museum in Boston. He is also a Trustee of the Beth Israel
Hospital and Buckingham, Browne and Nichols School. Mr. Lasser
is a graduate of Antioch College and Harvard Business School.
Robert E. Patterson
[Insert Picture]
Mr. Patterson, age 51, is the Executive Vice President and
Director of Acquisitions of Cabot Partners Limited Partnership, a
registered investment adviser which manages real estate
investments for institutional investors. Prior to 1990, he was
the Executive Vice President of Cabot, Cabot & Forbes Realty
Advisors, Inc., the predecessor company of Cabot Partners. Prior
to that, he was a Senior Vice President of the Beal Companies, a
real estate management, investment and development company. He
has also worked as an attorney and held various positions in
state government, including the founding Executive Director of
the Massachusetts Industrial Finance Agency.
Mr. Patterson currently also serves as Chairman of the Joslin
Diabetes Center and as a Director of Brandywine Trust Company.
Mr. Patterson is a graduate of Harvard College and Harvard Law
School.
Donald S. Perkins*
[Insert Picture]
Mr. Perkins, age 69, is the retired Chairman of the Board of
Jewel Companies, Inc., a diversified retailer, where among other
roles he served as President, Chief Executive Officer and
Chairman of the Board from 1965 to 1980. He currently also
serves as a Director of various other public corporations,
including AON Corp., an insurance company, Cummins Engine
Company, Inc., an engine and power generator equipment
manufacturer and assembler, Current Assets L.L.C., a corporation
providing financial staffing services, Illinova and Illinois
Power Co., Inland Steel Industries, Inc., LaSalle Street Fund,
Inc., a real estate investment trust, Lucent Technologies Inc.,
Springs Industries, Inc., a textile manufacturer, and Time
Warner, Inc., one of the nation's largest media conglomerates.
He previously served as a director of several other major public
corporations, including Corning Glass Works, Eastman Kodak
Company, Firestone Tire & Rubber Company and Kmart Corporation.
Mr. Perkins currently also serves as a Trustee and Vice Chairman
of Northwestern University and as a Trustee of the Hospital
Research and Education Trust. He is currently active in various
civic and business associations, including the Business Council
and the Civic Committee of the Commercial Club of Chicago, of
which he is the founding Chairman. Mr. Perkins is a graduate of
Yale University and Harvard Business School and holds an honorary
doctorate from Loyola University of Chicago.
William F. Pounds
[Insert Picture]
Dr. Pounds, age 68, is the Vice Chairman of your fund and of the
other Putnam funds. He has been a Professor of Management at the
Alfred P. Sloan School of Management at the Massachusetts
Institute of Technology since 1961 and served as Dean of that
School from 1966 to 1980. He previously served as Senior Advisor
to the Rockefeller Family and Associates and was a past Chairman
of Rockefeller & Co., Inc., a registered investment adviser which
manages Rockefeller family assets, and Rockefeller Trust Company.
Dr. Pounds currently also serves as a Director of IDEXX
Laboratories, Inc., EG&G, Inc., Perseptive Biosystems, Inc.,
Management Sciences For Health, Inc. and Sun Company, Inc. He is
also a Trustee of the Museum of Fine Arts in Boston; an Overseer
of WGBH Educational Foundation, and a Fellow of The American
Academy of Arts and Sciences. He previously served as a director
of Fisher-Price, Inc., a major toy manufacturer and General
Mills, Inc., a major manufacturer and distributor of food
products. Dr. Pounds is a graduate of Carnegie Mellon
University.
George Putnam*
[Insert Picture]
Mr. Putnam, age 69, is the Chairman and President of your fund
and of the other Putnam funds. He is the Chairman and a Director
of Putnam Management and Putnam Mutual Funds Corp. and a director
of Marsh & McLennan, their parent company. Mr. Putnam is the son
of the founder of the Putnam funds and Putnam Management and has
been employed in various capacities by Putnam Management since
1951, including Chief Executive Officer from 1961 to 1973. He is
a former Overseer and Treasurer of Harvard University; a past
Chairman of the Harvard Management Company; and a Trustee
Emeritus of Wellesley College and Bradford College.
Mr. Putnam currently also serves as a Director of The Boston
Company, Inc., Boston Safe Deposit and Trust Company, Freeport-
McMoRan, Inc., Freeport Copper and Gold, Inc., McMoRan Oil and
Gas, Inc., mining and natural resources companies, General Mills,
Inc., a major manufacturer of food products, Houghton Mifflin
Company, a major publishing company, and Rockefeller Group, Inc.,
a real estate manager. He is also a Trustee of Massachusetts
General Hospital, McLean Hospital, Vincent Memorial Hospital,
WGBH Educational Foundation and the Museum of Fine Arts and the
Museum of Science in Boston; the New England Aquarium; an
Overseer of Northeastern University; and a Fellow of The American
Academy of Arts and Sciences. Mr. Putnam is a graduate of
Harvard College and Harvard Business School and holds honorary
doctorates from Bates College and Harvard University.
George Putnam, III*
[Insert Picture]
Mr. Putnam, age 44, is the President of New Generation Research,
Inc., a publisher of financial advisory and other research
services relating to bankrupt and distressed companies, and New
Generation Advisers, Inc., a registered investment adviser which
provides advice to private funds specializing in investments in
such companies. Prior to founding New Generation in 1985, Mr.
Putnam was an attorney with the Philadelphia law firm Dechert
Price & Rhoads.
Mr. Putnam currently also serves as a Director of the
Massachusetts Audubon Society. He is also a Trustee of the Sea
Education Association and St. Mark's School and an Overseer of
the New England Medical Center. Mr. Putnam is a graduate of
Harvard College, Harvard Business School and Harvard Law School.
Eli Shapiro
[Insert Picture]
Dr. Shapiro, age 79, is the Alfred P. Sloan Professor of
Management, Emeritus at the Alfred P. Sloan School of Management
at the Massachusetts Institute of Technology, having served on
the faculty of the Sloan School for eighteen years. He
previously was also on the faculty of Harvard Business School,
The University of Chicago School of Business and Brooklyn
College. During his academic career, Dr. Shapiro authored
numerous publications concerning finance and related topics. He
previously served as the President and Chief Executive of the
National Bureau of Economic Research and also provided economic
and financial consulting services to various clients.
Dr. Shapiro is a past Director of many companies, including
Nomura Dividend Income Fund, Inc., a privately held registered
investment company managed by Putnam Management, Reece
Corporation, a sewing machine manufacturer, Commonwealth
Mortgage, Dexter Corporation, a manufacturer of plastics and
related products, Avis Corporation, a car rental company,
Connecticut Bank and Trust Company, Connecticut National Gas
Corporation, the Federal Home Loan Bank of Boston, where he
served as Chairman from 1977 to 1989, Travelers' Corporation, an
insurance company, and Norlin Corporation, a musical instrument
manufacturer; and a past Trustee of Mount Holyoke College and the
Putnam funds (from 1984 to 1989).
Dr. Shapiro is a Fellow of The American Academy of Arts and
Sciences and is active in various professional and civic
associations, including the American Economic Association, the
American Finance Association and the Council on Foreign
Relations. Dr. Shapiro is a graduate of Brooklyn College and
Columbia University.
A.J.C. Smith*
[Insert Picture]
Mr. Smith, age 62, is the Chairman and Chief Executive Officer of
Marsh & McLennan Companies, Inc. He has been employed by Marsh &
McLennan and related companies in various capacities since 1961.
Mr. Smith is a Director of the Trident Corp., and he also serves
as a Trustee of the Carnegie Hall Society, the Central Park
Conservancy, The American Institute for Chartered Property
Underwriters, and is a Founder of the Museum of Scotland Society.
He was educated in Scotland and is a Fellow of the Faculty of
Actuaries in Edinburgh, a Fellow of the Canadian Institute of
Actuaries, a Fellow of the Conference of Actuaries in Public
Practice, an Associate of the Society of Actuaries, a Member of
the American Academy of Actuaries, the International Actuarial
Association and the International Association of Consulting
Actuaries.
W. Nicholas Thorndike**
[Insert Picture]
Mr. Thorndike, age 63, serves as a Director of various
corporations and charitable organizations, including Data General
Corporation, a computer and high technology company, Bradley Real
Estate, Inc., a real estate investment firm, Providence Journal
Co., a newspaper publisher and owner of television stations, and
Courier Corporation, a book binding and printing company. He is
also a Trustee of Eastern Utilities Associates, Massachusetts
General Hospital, where he previously served as chairman and
president, and Northeastern University.
Prior to December 1988, he was the Chairman of the Board and
Managing Partner of Wellington Management Company/Thorndike,
Doran, Paine & Lewis, a registered investment adviser which
manages mutual funds and institutional assets. He also
previously served as a Trustee of the Wellington Group of Funds
(now The Vanguard Group) and was the Chairman and a Director of
Ivest Fund, Inc. Mr. Thorndike is a graduate of Harvard College.
- ----------------------------
* Nominees who are or may be deemed to be "interested persons"
(as defined in the Investment Company Act of 1940) of your
fund, Putnam Management, and Putnam Mutual Funds Corp.
("Putnam Mutual Funds"), the principal underwriter for all
the open-end Putnam funds and an affiliate of Putnam
Management. Messrs. Putnam, Lasser, and Smith are deemed
"interested persons" by virtue of their positions as
officers or shareholders of your fund, or directors of
Putnam Management, Putnam Mutual Funds, or Marsh & McLennan
Companies, Inc., the parent company of Putnam Management and
Putnam Mutual Funds. Mr. George Putnam, III, Mr. Putnam's
son, is also an "interested person" of your fund, Putnam
Management, and Putnam Mutual Funds. Mr. Perkins may be
deemed to be an "interested person" of your fund because of
his service as a director of a certain publicly held company
that includes registered broker-dealer firms among its
subsidiaries. Neither your fund nor any of the other Putnam
funds currently engages in any transactions with such firms
except that certain of such firms act as dealers in the
retail sale of shares of certain Putnam funds in the
ordinary course of their business. The balance of the
nominees are not "interested persons."
** In February 1994, Mr. Thorndike accepted appointment as a
successor trustee of certain private trusts in which he has
no beneficial interest. At that time he also became
Chairman of the Board of two privately owned corporations
controlled by such trusts, serving in that capacity until
October 1994. These corporations filed voluntary petitions
for relief under Chapter 11 of the U.S. Bankruptcy Code in
August 1994.
Except as indicated above, the principal occupations and business
experience of the nominees for the last five years have been with
the employers indicated, although in some cases they have held
different positions with those employers. Except for Mr. Jackson
and Dr. Shapiro, all the nominees were elected by the
shareholders in (May, 1994). Mr. Jackson and Dr. Shapiro were
elected by the other Trustees in May 1996 and April 1995,
respectively. As indicated above, Dr. Shapiro also previously
served as a Trustee of the Putnam funds from 1984 to 1989. The
14 nominees for election as Trustees at the shareholder meeting
of your fund who receive the greatest number of votes will be
elected Trustees of your fund. The Trustees serve until their
successors are elected and qualified. Each of the nominees has
agreed to serve as a Trustee if elected. If any of the nominees
is unavailable for election at the time of the meeting, which is
not anticipated, the Trustees may vote for other nominees at
their discretion, or the Trustees may recommend that the
shareholders fix the number of Trustees at less than 14 for your
fund.
What are the Trustees' responsibilities?
Your fund's Trustees are responsible for the general oversight of
your fund's business and for assuring that your fund is managed
in the best interests of its shareholders. The Trustees
periodically review your fund's investment performance as well as
the quality of other services provided to your fund and its
shareholders by Putnam Management and its affiliates, including
administration, custody, distribution and investor servicing. At
least annually, the Trustees review the fees paid to Putnam
Management and its affiliates for these services and the overall
level of your fund's operating expenses. In carrying out these
responsibilities, the Trustees are assisted by an independent
administrative staff and by your fund's auditors and legal
counsel, which are selected by the Trustees and are independent
of Putnam Management and its affiliates.
<PAGE>
Do the Trustees have a stake in your fund?
The Trustees believe it is important that each Trustee have a
significant investment in the Putnam funds. The Trustees
allocate their investments among the more than 99 Putnam funds
based on their own investment needs. The Trustees' aggregate
investments in the Putnam funds total over $53 million. The
table below lists each Trustee's current investments in the fund
and in the Putnam funds as a group.
Share Ownership by Trustees+
Year first
Number of
elected as Number of
shares of
Trustee of shares of the
all Putnam
the Putnam fund owned
funds owned
Trustees funds as of 4/25/96*
as of 4/25/96**
- -----------------------------------------------------------------
- -------------------------
Jameson A. Baxter 1994
Hans H. Estin 1972
John A. Hill 1985
Elizabeth T. Kennan 1992
Lawrence J. Lasser 1992
Robert E. Patterson 1984
Donald S. Perkins 1982
William F. Pounds 1971
George Putnam 1957
George Putnam, III 1984
Eli Shapiro 1995***
A.J.C. Smith 1986
W. Nicholas Thorndike 1992
- -----------------------------------------------------------------
- --------------------
+ Ronald J. Jackson became a Trustee of the fund effective May
3, 1996 and does not own
any shares of the fund.
* Except as noted below, each Trustee has sole investment
power and sole voting power
with respect to his or her shares of the fund.
** These holdings do not include shares of Putnam money market
funds.
*** Dr. Shapiro previously served as a Trustee of the Putnam
funds from 1984 to 1989.
As of April 25, 1996, the Trustees and officers of the fund owned
a total of 66,570 shares
of the fund, comprising less than 1% of its outstanding shares on
that date. A total of
26,477 of these shares are held by certain "interested" Trustees
and officers of your fund
and Putnam Management in their Putnam Investments, Inc. Profit
Sharing Retirement Plan
accounts. Each individual accountholder has sole investment
power and shared voting power
with respect to his/her account.
<PAGE>
What are some of the ways in which the Trustees represent
shareholder interests?
The Trustees believe that, as substantial investors in the Putnam
funds, their interests are closely aligned with those of
individual shareholders. Among other ways, the Trustees seek to
represent shareholder interests:
by carefully reviewing your fund's investment
performance on an individual basis with your fund's
managers;
by also carefully reviewing the quality of the various
other services provided to the funds and their
shareholders by Putnam Management and its affiliates;
by discussing with senior management of Putnam
Management steps being taken to address any performance
deficiencies;
by reviewing the fees paid to Putnam Management to
ensure that such fees remain reasonable and competitive
with those of other mutual funds, while at the same
time providing Putnam Management sufficient resources
to continue to provide high quality services in the
future;
by monitoring potential conflicts between the funds and
Putnam Management and its affiliates to ensure that the
funds continue to be managed in the best interests of
their shareholders;
by also monitoring potential conflicts among funds to
ensure that shareholders continue to realize the
benefits of participation in a large and diverse family
of funds.
How often do the Trustees meet?
The Trustees meet each month (except August) over a two-day
period to review the operations of your fund and of the other
Putnam funds. A portion of these meetings is devoted to meetings
of various Committees of the board which focus on particular
matters. These include: the Contract Committee, which reviews
all contractual arrangements with Putnam Management and its
affiliates; the Communication and Service Committee, which
reviews the quality of services provided by your fund's investor
servicing agent, custodian and distributor; the Pricing,
Brokerage and Special Investments Committee, which reviews
matters relating to valuation of securities, best execution,
brokerage costs and allocations and new investment techniques;
the Audit Committee, which reviews accounting policies and the
adequacy of internal controls and supervises the engagement of
the funds' auditors; the Compensation, Administration and Legal
Affairs Committee, which reviews the compensation of the Trustees
and their administrative staff and supervises the engagement of
the funds' independent counsel; and the Nominating Committee,
which is responsible for selecting nominees for election as
Trustees.
Each Trustee generally attends at least two formal committee
meetings during such monthly meeting of the Trustees. During
1995, the average Trustee participated in approximately 40
committee and board meetings. In addition, the Trustees meet in
small groups with Chief Investment Officers and Portfolio
Managers to review recent performance and the current investment
climate for selected funds. These meetings ensure that each
fund's performance is reviewed in detail at least twice a year.
The Contract Committee typically meets on several additional
occasions during the year to carry out its responsibilities.
Other Committees, including an Executive Committee, may also meet
on special occasions as the need arises.
What are the Trustees paid for their services?
Your fund pays each Trustee a fee for his or her services. Each
Trustee also receives fees for serving as Trustee of the 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 fees paid to each
Trustee by your fund and by all of the Putnam funds are shown
below:
<PAGE>
COMPENSATION TABLE+
Total
Aggregate compensation
compensation from all
Trustees from the fund* Putnam funds**
- --------------------------------------------------------------
Jameson A. Baxter $1,628 $150,854
Hans H. Estin 1,635 150,854
John A. Hill*** 1,615 149,854
Ronald J. Jackson N/A N/A
Elizabeth T. Kennan 1,620 148,854
Lawrence J. Lasser 1,635 150,854
Robert E. Patterson 1,651 152,854
Donald S. Perkins 1,635 150,854
William F. Pounds 1,610 149,854
George Putnam 1,635 150,854
George Putnam, III 1,635 150,854
Eli Shapiro**** 745 95,372
A.J.C. Smith 1,624 149,854
W. Nicholas Thorndike 1,651 152,854
+ Ronald J. Jackson became a Trustee of the fund effective May
3,
1996 and has received no compensation from the fund or the
other Putnam funds.
* Includes an annual retainer and 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, 1995, there
were
99 funds in the Putnam family.
*** Includes compensation deferred pursuant to a Trustee
Compensation Deferral Plan. The total amount of deferred
compensation payable to Mr. Hill by all Putnam funds as of
October 31, 1995 was $37,322, including income earned on such
amounts.
**** Elected as a Trustee in April 1995.
Your 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 from 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
payable
for life equal to one-half of the Trustee retainer fees paid by
each
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 will receive similar
benefits
upon their retirement. A Trustee who retired in calendar 1995
and
was eligible to receive benefits under these Guidelines would
have
received an annual benefit of $66,749, based upon the aggregate
retainer fees paid by the Putnam funds for such year. The
Trustees
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 about your fund, including further
information about its Trustees and officers, please see "Further
Information About Your Fund," on page .
Putnam Investments
Putnam Investment Management, Inc. and its affiliates, Putnam
Mutual Funds, the principal underwriter for shares of your fund
and Putnam Fiduciary Trust Company, your fund's investor
servicing agent and custodian, are wholly owned by Putnam
Investments, Inc., One Post Office Square, Boston, Massachusetts
02109, a holding company that is in turn wholly owned by Marsh &
McLennan Companies, Inc., which has executive offices at 1166
Avenue of the Americas, New York, New York 10036. Marsh &
McLennan Companies, Inc., and its operating subsidiaries are
professional services firms with insurance and reinsurance
brokering, consulting, and investment management businesses.
2. SELECTION OF INDEPENDENT AUDITORS
Coopers & Lybrand L.L.P., One Post Office Square, Boston,
Massachusetts, 02109 independent accountants, has been selected
by
the Trustees as the auditor of your fund for the current fiscal
year. Among the country's preeminent accounting firms, this firm
also serves as the auditor for approximately half of the other
funds
in the Putnam family. It was selected primarily on the basis of
its
expertise as auditors of investment companies, the quality of its
audit services, and the competitiveness of the fees charged for
these services.
A majority of the votes on the matter is necessary to ratify the
selection of auditors. A representative of the independent
auditors
is expected to be present at the meeting to make statements and
to
respond to appropriate questions.
3.
Proposals A-Q.
As described in the following proposals, the Trustees are
recommending that shareholders approve a number of changes to the
fund's fundamental investment restrictions, including the
elimination of certain restrictions. The purpose of these
proposed changes is to increase the fund's investment flexibility
and to bring the fund's policies more in line with those of many
other Putnam funds. Several of these changes reflect the
elimination of certain restrictive policies which were required
at one time by various state securities authorities but which are
no longer required under current regulations.
The adoption of any of these proposals is not contingent on the
adoption of any other proposal.
3.A. AMENDING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION
WITH
RESPECT TO DIVERSIFICATION OF INVESTMENTS
The Trustees are recommending that the fund's fundamental
investment
restriction relating to the diversification of its investments be
revised to reflect the current formulation used by many other
Putnam
funds. The fund's current restriction states that the fund may
not:
Purchase any security (other than U.S. government
obligations)
if, as a result, more than 5% of the current value of the
fund's total assets would then be invested in securities of
that issuer.
The proposed amended fundamental investment restriction is set
forth
below.
"The fund may not ...
With respect to 75% of its total assets, invest in the
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."
If the proposed change is approved, the fund will be able to
invest
up to 25% of its total assets in the securities of any one
issuer.
The amended restriction would continue to exclude from its
limitations U.S. government securities, and clarifies, consistent
with the 1940 Act, that U.S. government securities include those
securities guaranteed as to principal or interest by the U.S.
government or its agencies or instrumentalities. Following the
amendment, the fund would continue to be a diversified investment
company for purposes of the 1940 Act.
Putnam Management believes this amendment will enhance the fund's
investment flexibility. The proposed amendment will enable the
fund
to invest a greater percentage of its assets in securities that
Putnam Management believes offer the potential for current income
and capital appreciation. However, during times when Putnam
Management invests a higher percentage of the fund's assets in
one
or more issuers, the value of the fund's shares may fluctuate
more
widely than the value of shares of a portfolio investing in a
larger
number of issuers.
Required Vote. Approval of this proposal requires the
affirmative
vote
of
the lesser of (1) more than 50% of the outstanding shares of
the fund, or (2) 67% or more of the shares of the fund present at
the meeting if more than 50% of the outstanding shares of the
fund
are present at the meeting in person or by proxy.
3.B. AMENDING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION
WITH
RESPECT TO INVESTMENTS IN THE SECURITIES OF A SINGLE
ISSUER
The Trustees are recommending that the fund's fundamental
investment
restriction with respect to investment in the securities of a
single
issuer be revised to grant the fund the maximum flexibility
permitted under the 1940 Act. The 1940 Act prohibits a
diversified
fund such as the fund from investing, with respect to 75% of its
total assets, in the securities of an issuer if as a result it
would
own more than 10% of the outstanding voting securities of that
issuer. The fund's current investment restriction, which is more
restrictive than the 1940 Act, states that the fund may not:
Acquire more than 10% of the voting securities of any issuer
or
more than 10% of any class of securities of any issuer. (For
these purposes all preferred stocks of an issuer are regarded
as a single class, and all debt securities of an issuer are
regarded as a single class.)
The proposed amended fundamental investment restriction is set
forth
below.
"The fund may not ...
With respect to 75% of its total assets, acquire more than
10% of the outstanding voting securities of any issuer."
Putnam Management believes the current restriction is
unnecessarily
restrictive, and that limiting this restriction to voting
securities
and 75% of the fund's assets will enhance investment flexibility.
Putnam Management has advised the Trustees that the current
restriction could prevent the fund from investing in certain
opportunities to the fullest extent that Putnam Management
believes
would best serve the fund's investment objective.
The amendment removes all restrictions on the amount of a class
of
an issuer's securities that the fund may purchase, and enables
the
fund to purchase more than 10% of the voting securities of an
issuer
with respect to 25% of the fund's total assets. To the extent
the
fund individually or with other funds and accounts managed by
Putnam
Management or its affiliates owns all or a major portion of the
outstanding securities of a particular issuer, 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 these securities when Putnam Management
believes
it advisable to do so, or may be able to sell the securities only
at
prices significantly lower than if they were more widely held.
In
addition, certain of the companies in which the fund may invest a
greater portion of its assets following the amendment could have
relatively small equity market capitalizations (e.g., under $1
billion). Such companies often have limited product lines,
markets
or financial resources. They may trade less frequently and in
limited volume, and only in the over-the-counter market or on a
regional securities exchange. As a result, the securities of
these
companies may fluctuate in value more than those of larger, more
established companies. 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.
Required vote. Approval of this proposal requires the
affirmative
vote of the lesser of (1) more than 50% of the outstanding shares
of
the fund, or (2) 67% or more of the shares of the fund present at
the meeting if more than 50% of the outstanding shares of the
fund
are present at the meeting in person or by proxy.
3.C. AMENDING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION
WITH
RESPECT TO MAKING LOANS THROUGH PURCHASES OF DEBT
OBLIGATIONS,
REPURCHASE AGREEMENTS AND SECURITIES LOANS
The Trustees are recommending that the fund's fundamental
investment
restriction with respect to making loans be revised to permit the
fund to purchase all types of debt obligations and to remove the
asset limitations on the fund's ability to enter into repurchase
agreements and securities loans. The current restriction states
that the fund may not:
Make loans, except by purchase of marketable bonds,
debentures,
commercial paper or corporate notes, and similar marketable
evidences of indebtedness which are a part of an issue to the
public or to financial institutions, by entry into repurchase
agreements with respect to not more than 25% of its total
assets, or through the lending of its portfolio securities
with
respect to not more than 25% of its total assets.
The proposed amended fundamental investment restriction is set
forth
below.
"The fund may not ...
Make loans, except by purchase of debt obligations in
which the fund may invest consistent with its investment
policies, by entering into repurchase agreements, or by
lending its portfolio securities."
Following the amendment, the fund may, consistent with its
investment objective and policies, purchase all types of debt
obligations, whether or not publicly issued, and enter into
repurchase agreements and securities loans without limit. Putnam
Management believes that the increased investment flexibility
could
assist the fund in achieving its investment objective, because
repurchase agreements and securities loans often offer
opportunities
for increased investment return. Putnam Management also believes
that the current policy on purchases of debt obligations is
unnecessarily restrictive and could, for example, be read to
prevent
the fund from purchasing certain privately issued debt
obligations,
which might present investment opportunities to the fund.
Although the purchase of private debt obligations may offer
opportunities for increased investment return, it may also
involve
greater risk. Since private debt is not publicly traded, there
is
no assurance that a liquid secondary market will exist for such
debt, and the fund could find it more difficult to sell such debt
when Putnam Management considers it desirable to do so or may
only
be able to sell such debt at less than fair market value.
Private
debt obligations may also contain restrictions on transfer, such
as
rights of first refusal, which could result in the fund receiving
less than the fair market value for such debt obligations. There
may be less information publicly available about the issuers of
private debt, who are often private issuers not subject to many
of
the disclosure obligations of public companies or government
issuers. In addition, issuers of private debt tend to be
smaller,
less established companies with relatively small market
capitalizations (e.g., under $1 billion).
When the fund enters into a repurchase agreement, it typically
purchases a security for a relatively short period (usually not
more
than one week), which the seller agrees to repurchase at a fixed
time and price, representing the fund's cost plus interest. When
the fund enters into a securities loan, it lends certain of its
portfolio securities to broker-dealers or other parties and
typically receives an interest payment in return. These
transactions must be fully collateralized at all times, but
involve
some risk to the fund if the other party should default on its
obligation. If the other party in these transactions should
become
involved in bankruptcy or insolvency proceedings, it is possible
that the fund may be treated as an unsecured creditor and be
required to return the underlying collateral to the other party's
estate.
Required vote. Approval of this proposal requires the
affirmative
vote of the lesser of (1) more than 50% of the outstanding shares
of
the fund, or (2) 67% or more of the shares of the fund present at
the meeting if more than 50% of the outstanding shares of the
fund
are present at the meeting in person or by proxy.
3.D. AMENDING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION
RELATING
TO INVESTMENTS IN REAL ESTATE
The Trustees are recommending that the fund's fundamental
investment
restriction relating to investments in real estate be revised to
permit the fund to acquire and dispose of real estate acquired
through the exercise of rights in certain debt obligations held
by
the fund. The fund's current fundamental restriction does not
permit the fund to purchase or sell real estate directly,
although
the fund may invest in a variety of securities the value of which
is
dependent upon the value of real estate. The current restriction
states that the fund may not:
Buy or sell real estate, although it may purchase securities
of
companies which deal in real estate and may purchase
securities
which are secured by interests in real estate.
The proposed amended fundamental investment restriction is set
forth
below.
"The fund may not ...
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."
Putnam Management believes that the amendment will allow the fund
to
take full advantage of rights it may have as a holder of certain
debt obligations which are secured by real estate. The amended
restriction would allow the fund to own real estate directly as a
result of the exercise of its rights in connection with debt
obligations it owns. In such cases, the ability to acquire and
dispose of real estate may serve to protect the fund during times
where an issuer of debt securities is otherwise unable to meet
its
obligations.
To the extent the fund holds real estate-related securities, it
will
be subject to the risks associated with the real estate market.
These risks may include declines in the value of real estate,
changes in general or local economic conditions, overbuilding,
difficulty in completing construction, increased competition,
changes in zoning laws, increases in property taxes and operating
expenses, and variations in rental income. Generally, increases
in
interest rates will increase the costs of obtaining financing,
which
may result in a decrease in the value of such investments.
Required vote. Approval of this proposal requires the
affirmative
vote of the lesser of (1) more than 50% of the outstanding shares
of
the fund, or (2) 67% or more of the shares of the fund present at
the meeting if more than 50% of the outstanding shares of the
fund
are present at the meeting in person or by proxy.
3.E. AMENDING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION
WITH
RESPECT TO CONCENTRATION OF ITS ASSETS
The Trustees are recommending that the fund's fundamental
investment
restriction regarding concentration be revised to make it clear
that
the fund may invest more than 25% of its assets in the securities
of
the U.S. government, its agencies or instrumentalities. The
current
restriction states that the fund may not:
Concentrate its investments in particular industries and in
no
event invest more than 25% of the value of its assets in any
one industry.
The proposed amended fundamental restriction is set forth below.
"The fund may not ...
Purchase securities (other than securities of the U.S.
government, its agencies or instrumentalities) if, as a
result of such purchase, more than 25% of the fund's total
assets would be invested in any one industry."
Putnam Management believes that this amendment will make it clear
that the fund may invest in the securities of the U.S. government
or
its agencies or instrumentalities without regard to the 25%
limit.
Putnam Management believes that the current restriction does not
prevent the fund from investing in such securities without limit,
because the SEC takes the position that U.S. government issuers,
including agencies and instrumentalities, are not members of any
industry. However, to avoid any possible ambiguity in the
future,
Putnam Management believes that this clarification should be made
at
this time. The proposal also makes certain language changes to
reflect the current formulation of the restriction used by many
other Putnam funds.
Required vote. Approval of this proposal requires the
affirmative
vote of the lesser of (1) more than 50% of the outstanding shares
of
the fund, or (2) 67% or more of the shares of the fund present at
the meeting if more than 50% of the outstanding shares of the
fund
are present at the meeting in person or by proxy.
3.F. AMENDING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION
WITH
RESPECT TO INVESTMENTS IN COMMODITIES
The Trustees are recommending that the fund's fundamental
investment
restriction regarding investments in commodities be revised to
permit the fund to invest in financial futures contracts and
options. The current restriction states that the fund may not:
"Buy or sell [oil, gas or other mineral leases, rights or
royalty contracts or] commodities or commodity contracts,
[except that the fund may write covered call options traded
on
national securities exchanges on securities which the fund
owns
and purchase covered call options to close out call options
written by the fund.]"
The section of the restriction in brackets concerning oil, gas
and
mineral interests is proposed to be eliminated by proposal 3.G.,
while the section of the restriction in brackets concerning
options
transactions is proposed to be eliminated by proposal 3.H.
The proposed amended fundamental restriction is set forth below.
"The fund may not ...
Purchase or sell commodities or commodity contracts,
except that the fund may purchase and sell financial
futures contracts and options."
If the proposal is approved, the fund will be able to engage in a
variety of transactions involving the use of financial futures
and
options. Putnam Management believes the enhanced investment
flexibility could assist the fund in achieving its investment
objective, because such strategies often offer opportunities for
hedging and increased investment return. The fund might buy and
sell financial futures contracts in order to hedge against
changes
in the value of securities it owns or expects to purchase or to
hedge against changes in interest rates. The fund might also buy
and sell (otherwise known as "write") call and put options on
futures contracts for similar purposes. In addition, to the
extent
permitted by applicable law, the fund may engage in financial
futures and options transactions for purposes other than hedging,
such as a substitute for direct investment in securities. The
fund
might also buy and sell foreign currency futures and options.
A futures contract is a contract to buy or sell a commodity, such
as
a security, a currency, or a unit of an index, at an agreed upon
price at a specified future date. A futures contract sale
creates
an obligation of the seller to deliver the type of financial
instrument called for in the contract at the agreed upon price on
the specified date. A futures contract purchase creates an
obligation of the purchaser to take delivery of the type of
financial instrument called for in the contract at the agreed
upon
price on the specified date. Depending on the change in the
value
of the commodity between the time the fund enters into and
terminates a futures contract, the fund realizes a gain or loss.
An
option gives its holder the right, in return for a premium paid,
to
assume a position in a futures contract or commodity at the
specified option exercise price at any time during the period of
the
option. If an option purchased by the fund expired unexercised,
the fund's loss would be limited to the price it paid for the
option
(known as the "premium"). Where the fund writes an option,
however,
the fund's loss would not be so limited, and would be equal to
the
change in the value of the futures contract position or commodity
between the time the fund writes the option and the option's
exercise. In connection with futures and options transactions,
the
fund would be required to make initial margin payments and
subsequent payments, called "variation margin," each day
depending
on the value of the fund's position in any such contract.
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 futures and
options
and movements in the prices of the underlying commodity or of the
portfolio securities that are the subject of a hedge. The
successful use by the fund of futures and options strategies
further
depends on the ability of Putnam Management to forecast market
movements correctly. Other risks arise from the fund's potential
inability to close out such positions. There can be no assurance
that the fund will be able to effect closing transactions at any
particular time or at an acceptable price. The fund's ability to
terminate option positions established in the over-the-counter
market may be more limited than for exchange traded options and
may
also involve the risk that securities dealers participating in
such
transactions would fail to meet their obligations to the fund.
The
use of futures and options for purposes other than hedging
entails
greater risks.
Required vote. Approval of this proposal requires the
affirmative
vote of the lesser of (1) more than 50% of the outstanding shares
of
the fund, or (2) 67% or more of the shares of the fund present at
the meeting if more than 50% of the outstanding shares of the
fund
are present at the meeting in person or by proxy.
3.G. ELIMINATING THE FUND'S FUNDAMENTAL INVESTMENT
RESTRICTION WITH
RESPECT TO CERTAIN OIL, GAS AND MINERAL INTERESTS
The Trustees are recommending that the fund's fundamental
investment restriction with respect to investments in oil, gas
and
mineral leases, rights or royalty contracts be eliminated. The
current restriction states that the fund may not:
Buy or sell oil, gas, or other mineral leases, rights or
royalty contracts [or commodities or commodity contracts,
except that the fund may write call options traded on a
national securities exchange on securities which the fund
owns
and it may purchase options to close out call options written
by the fund.]
The section of the restriction in brackets with respect to
options is proposed to be eliminated by proposal 3.H., while the
section relating to commodities and commodity contracts is
proposed
to be amended by proposal 3.F.
The fund originally adopted the restriction with respect to
oil, gas and mineral interests to comply with certain state
securities law requirements, and the restriction is currently
required by only one state, but is not required to be a
fundamental
policy. If this proposal is approved, the Trustees intend to
adopt
the following non-fundamental restriction with respect to such
investments to comply with the remaining state's requirement:
"The fund may not . . .
"Buy or sell oil, gas or other mineral leases, rights or
royalty contracts, although it may purchase securities which
represent interests in, are secured by interests in, or which
are issued by issuers which deal in, such leases, rights or
contracts, and it may acquire and dispose of such leases,
rights or contracts acquired through the exercise of its
rights
as a holder of debt obligations secured thereby."
Putnam Management believes that the current oil, gas and
mineral interest restriction is unnecessarily restrictive, and
could
prevent the fund from investing in certain opportunities to the
fullest extent that Putnam Management believes would best serve
the
fund's investment objective. In such cases, the ability to
acquire
and dispose of such interests may serve to protect the fund
during
times where an issuer of debt securities is unable to meet its
obligations.
If the proposal is approved, the fund will be able to invest
in
a variety of securities the value of which is dependent upon the
value of oil, gas and mineral interests. Also, in certain
limited
circumstances, the fund will be permitted to directly own oil,
gas
and mineral interests as a result of the exercise of its rights
in
connection with debt obligations it owns.
Investments in oil, gas and other mineral leases, rights or
royalty contracts and in securities which derive their value in
part
from such instruments, entail certain risks. The prices of these
investments are subject to substantial fluctuations, and may be
affected by unpredictable economic and political circumstances
such
as social, political or military disturbances, the taxation and
regulatory policies of various governments, the activities and
policies of OPEC (an organization of major oil producing
countries),
the existence of cartels in such industries, the discovery of new
reserves and the development of new techniques for producing,
refining and transporting such materials and related products,
the
development of new technology, energy conservation practices, and
the development of alternative energy sources and alternative
uses
for such materials and related products.
By making this policy non-fundamental, the fund will have the
ability to modify or eliminate the policy if no longer required
to
increase investment flexibility without the need for further
shareholder approval.
Required
vote. Approval of this proposal requires the
affirmative vote of the lesser of (1) more than 50% of the
outstanding shares of the fund, or (2) 67% or more of the shares
of
the fund present at the meeting if more than 50% of the
outstanding
shares of the fund are present at the meeting in person or by
proxy.
3.H.
ELIMINATING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION
WITH
RESPECT TO OPTIONS TRANSACTIONS
The Trustees are recommending that the fund's fundamental
investment restriction with respect to options transactions be
eliminated. The current restriction states that the fund may
not:
["Buy or sell oil, gas or other mineral leases, rights or
royalty contracts or commodities or commodity contracts,]
except that the fund may write covered call options traded on
national securities exchanges on securities which the fund
owns
and purchase covered call options to close out call options
written by the fund."
The section of the restriction in brackets with respect to
oil,
gas and mineral interests and commodities and commodity contracts
is
proposed to be eliminated by proposals 3.G. and 3.F.
Putnam Management believes that the current restriction could
be read to permit only certain types of options transactions,
while
preventing other options transactions. To eliminate any possible
ambiguity, Putnam Management believes that the current
restriction
should be eliminated to provide the fund with maximum flexibility
under law.
If the proposal is approved, the fund will be able to engage
in
a variety of options transactions for hedging purposes and to
increase investment return. Putnam Management believes that this
enhanced flexibility could assist the fund in achieving its
investment objective. The fund might buy and sell (or write)
call
and put options on securities it owns or expects to purchase, and
on
securities indices or on currencies. From time to time, the fund
might also buy and sell combinations of put and call options,
known
as straddles and spreads, on the same underlying security.
A call option gives the holder the right to purchase, and
obligates the writer to sell, a security, a currency or a unit
of
an index, at the exercise price at any time before the expiration
date. A put option gives the holder the right to sell, and
obligates the writer to buy, a security, a currency or a unit of
an
index at the exercise price at any time before the expiration
date.
In order for a put option purchased by the fund to be profitable,
the market price of the underlying security must decline
sufficiently below the exercise price to cover the premium and
transaction costs paid by the fund. In order for a call option
purchased by the fund to be profitable, the market price of the
underlying security must rise sufficiently above the exercise
price
to cover the premium and transaction costs paid by the fund.
When the fund writes a call option, it gives up the
opportunity
to profit from any increase in the price of a security above the
exercise price of the option; when it writes a put option, the
fund
takes the risk that it will be required to purchase a security
from
the option holder at a price above the current market price of
the
security. The fund receives a premium for writing a call or a
put
option (representing the cost of the option), which increases the
return if the option expires unexercised or is closed out at a
net
profit.
The successful use of options depends on the ability of
Putnam
Management to forecast correctly interest rate and market
movements.
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. Disruptions such as trading interruptions or
restrictions on option exercise in the markets for securities
underlying options purchased or sold by the fund could result in
losses on an option, including the entire investment of the fund
in
the option.
Required vote. Approval of this proposal requires the
affirmative
vote of the lesser of (1) more than 50% of the outstanding shares
of
the fund, or (2) 67% or more of the shares of the fund present at
the meeting if more than 50% of the outstanding shares of the
fund
are present at the meeting in person or by proxy.
3.I. ELIMINATING THE FUND'S FUNDAMENTAL INVESTMENT
RESTRICTION WITH
RESPECT TO INVESTMENTS IN ISSUERS THAT HAVE BEEN IN
OPERATION
FOR LESS THAN THREE YEARS
The Trustees are recommending that the fund's fundamental
investment
restriction which limits the fund's investments in issuers with
limited operating histories, which are sometimes referred to as
"unseasoned issuers'" be eliminated. The current restriction
states
that the fund may not:
Invest in securities of businesses less than three years old,
[and in equity securities of companies for which market
quotations are not readily available (but excluding
restricted
securities)] if, as a result, more than 5% of the fund's
assets
(taken at current value) would then be invested in such
securities.
The section of the restriction in brackets is proposed to be
eliminated by proposal 3.N.
The fund originally adopted this restriction to comply with
certain
state securities law requirements, and the restriction is
currently
required by only one state but is not required to be a
fundamental
policy. If this proposal is approved, the Trustees intend to
replace this restriction with a substantially similar non-
fundamental investment restriction to comply with the remaining
state's requirement.
The proposed non-fundamental restriction is set forth below.
"The fund may not ...
Invest in securities of an issuer which, together with any
predecessors, controlling persons, general partners and
guarantors, have a record of less than three years'
continuous
business operation or relevant business experience, if, as a
result, 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 obligations of the
U.S.
government or its instrumentalities or agencies."
If this proposal is approved, the fund will, consistent with this
state's requirement, be able to invest up to 5% of its assets in
the
securities of unseasoned issuers without regard to its
investments
in equity securities for which market quotations are not readily
available. The restriction will also exempt certain U.S.
government
securities from its limitations to provide the fund with maximum
flexibility.
By making this policy non-fundamental, the fund will have the
ability to modify or eliminate the policy if no longer required
to
increase investment flexibility without the need for further
shareholder approval.
Companies which have been in operation for less than three years
including start-up companies and other companies with limited
operating histories, many of which would have relatively small
equity market capitalizations (e.g., under $1 billion). Although
these companies may provide greater opportunities for capital
growth, they also involve greater risk. These companies often
have
limited product lines, markets or financial resources. They may
trade less frequently and in limited volume, and only in the
over-
the-counter market or on a regional securities exchange. As a
result, the securities of these companies may fluctuate in value
more than those of larger, more established companies.
Required vote. Approval of this proposal requires the
affirmative
vote of the lesser of (1) more than 50% of the outstanding shares
of
the fund, or (2) 67% or more of the shares of the fund present at
the meeting if more than 50% of the outstanding shares of the
fund
are present at the meeting in person or by proxy.
3.J. ELIMINATING THE FUND'S FUNDAMENTAL INVESTMENT
RESTRICTION WITH
RESPECT TO INVESTMENTS IN SECURITIES OF ISSUERS IN WHICH
MANAGEMENT OF THE FUND OR PUTNAM MANAGEMENT OWNS
SECURITIES
The Trustees are recommending eliminating the fund's fundamental
investment restriction which prevents the fund from investing in
the
securities of issuers in which management of the fund or Putnam
Management owns a certain percentage of securities. The current
restriction states that the fund may not:
Invest in securities of any company, if 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 company together own more than 5%.
The fund originally adopted this restriction to comply with
certain
state securities law requirements, and the restriction is
currently
required by only one state, but is not required to be a
fundamental
policy. If this proposal is approved, the Trustees intend to
replace this fundamental restriction with an identical non-
fundamental investment restriction to comply with the remaining
state's requirements.
By making this policy non-fundamental, the fund will have the
ability to modify or eliminate the policy if no longer required
to
increase investment flexibility without the need for further
shareholder approval.
If the restriction were eliminated, the fund would be able to
invest
in the securities of any issuer without regard to ownership in
such
issuer by management of the fund or Putnam Management, except to
the
extent prohibited by the fund's investment policies or the 1940
Act.
Required vote. Approval of this proposal requires the
affirmative
vote of the lesser of (1) more than 50% of the outstanding shares
of
the fund, or (2) 67% or more of the shares of the fund present at
the meeting if
more
than 50% of the outstanding shares of the fund
are present at the meeting in person or by proxy.
3.K. ELIMINATING THE FUND'S FUNDAMENTAL INVESTMENT
RESTRICTION WITH
RESPECT TO MARGIN TRANSACTIONS
The Trustees are recommending that the fund's fundamental
investment
restriction with respect to margin transactions be eliminated.
"Margin transactions" involve the purchase of securities with
money
borrowed from a broker, with cash or eligible securities being
used
as collateral against the loan. The current restriction states
that
the fund may not:
Purchase securities on margin (but it may obtain such short-
term credits as may be necessary for the clearance of
purchase
and sales of securities).
The fund originally adopted this restriction to comply with
certain
state securities law requirements, and the restriction is
currently
required by only one state but is not required to be a
fundamental
policy. If the proposal is approved, the Trustees intend to
replace
this fundamental restriction with the following non-fundamental
investment restriction to comply with the remaining state's
requirement:
Purchase securities on margin, except such short-term credits
as maybe necessary for the clearance of purchases and sales
of
securities, and except that it may make margin payments in
connection with financial futures contracts or options.
The addition of the exception related to margin payments in
connection with financial futures contracts and options clarifies
the ability of the fund to make such payments, which are not
considered purchases of securities on margin. The nature of
margin
in futures and related options transactions is different from
that
of margin in securities transactions, in that futures and options
margin does not involve the borrowing of funds to finance the
transactions. Rather, such margin payments are similar to a
performance bond or good faith deposit which would be returned to
the fund upon termination of the contract, assuming all
contractual
obligations have been satisfied.
By making this policy non-fundamental, the fund will have the
ability to modify or eliminate the policy if no longer required
to
increase investment flexibility without the need for further
shareholder approval.
However, the fund's potential use of margin transactions beyond
transactions in financial futures and options and for the
clearance
of purchases and sales of securities, including the use of margin
in
ordinary securities transactions, is generally limited by the
current position taken by the Staff of the SEC that margin
transactions with respect to securities are prohibited under
Section
18 of the 1940 Act because they create senior securities. The
fund's ability to engage in margin transactions is also limited
by
its investment policies, which generally permit the fund to
borrow
money in limited circumstances and only from banks.
Required vote. Approval of this proposal requires the
affirmative
vote of the lesser of (1) more than 50% of the outstanding shares
of
the fund, or (2) 67% or more of the shares of the fund present at
the meeting if more than 50% of the outstanding shares of the
fund
are present at the meeting in person or by proxy.
3.L. ELIMINATING THE FUND'S FUNDAMENTAL INVESTMENT
RESTRICTION WITH
RESPECT TO SHORT SALES
The Trustees are recommending that the fund's fundamental
investment
restriction with respect to short sales be eliminated. The
current
restriction
is required under certain state securities laws but is
not required to be a fundamental policy.
The current restriction states that the fund may not:
Make short sales of securities or maintain a short position,
unless at all times when a short position is open it either
owns an equal amount of such securities or owns securities
which, without payment of any further considerations, are
convertible into or exchangeable for securities of the same
issue as, and in equal amount to, the securities sold short.
If this proposal is approved, the Trustees intend to replace this
fundamental restriction with the following substantially similar
non-fundamental restriction:
"The fund may not ...
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 in
equal amount to, the securities sold short."
By making this policy non-fundamental, the fund will have the
ability to modify or eliminate the policy if no longer required
to
increase investment flexibility without the need for further
shareholder approval.
In a typical short sale, the fund borrows securities from a
broker that it anticipates will decline in value in order to sell
to a third party. The fund becomes obligated to return
securities of the same issue and quantity at some future date,
and it realizes a loss to the extent the securities increase in
value and a profit to the extent the securities decline in value
(after including any associated costs). Since the value of a
particular security can increase without limit, the fund could
potentially realize losses with respect to short sales that are
not "against the box" that are significantly greater than the
value of the securities at the time they are sold short. The
fund would collateralize its short position by delivering to the
broker an amount equal to the proceeds of the short sale and an
additional margin amount as required by law. In addition, if
such non-fundamental investment restriction is modified or
removed and the fund engages in short sales other than
short sales "against the box," current SEC guidelines would
require the fund to maintain in a segregated account cash, U.S.
government securities or other liquid high grade debt obligations
equal to the current market value of the securities sold short
minus the margin amount delivered to the broker. The value of
the segregated account would be marked to market daily to reflect
any changes in value of the fund's short position.
Required vote. Approval of this proposal requires the
affirmative vote of the lesser of (1) more than 50% of the
outstanding shares of the fund, or (2) 67% or more of the shares
of the fund present at the meeting if more than 50% of the
outstanding shares of the fund are present at the meeting in
person or by proxy.
3.M. ELIMINATING THE FUND'S FUNDAMENTAL INVESTMENT
RESTRICTION WHICH
LIMITS THE FUND'S ABILITY TO PLEDGE ASSETS
The Trustees are recommending that the fund's fundamental
investment
restriction which limits the fund's ability to pledge its assets
be
eliminated. The current restriction states that the fund may
not:
Pledge, mortgage, hypothecate or otherwise encumber any of
its
assets, except in connection with the writing of call
options.
(The deposit in escrow of underlying securities in connection
with the writing of covered options is not deemed to be a
pledge or other encumbrance.)
Certain state securities laws impose limitations on the fund's
ability to pledge its assets, but these limitations are much less
restrictive than the fund's currents restriction, and are not
required to be contained in a fundamental policy. For these
reasons, Putnam Management believes that the fund's current
restriction is unnecessarily restrictive and should be
eliminated.
If the proposal is approved, the Trustees intend to replace this
fundamental restriction with the following non-fundamental
investment restriction to comply with the current state
requirements:
"The fund may not ...
Pledge, hypothecate, mortgage or otherwise encumber its
assets in excess of 33 1/3%
of its total assets (taken at
cost) in connection with permitted borrowings."
This proposal would permit the fund to pledge up to one-third of
its
total assets. In addition, the proposed new restriction only
restricts the fund in connection with pledges of assets with
respect
to borrowings; other activities which could be deemed to be
pledges
or other encumbrances, such as collateral arrangements with
respect
to certain forward commitments, will not be restricted. Putnam
Management believes that the enhanced flexibility could assist
the
fund in achieving its investment objective. Further, Putnam
Management believes that the fund's current limits on pledging
may
conflict with the fund's ability to borrow money to meet
redemption
requests or for extraordinary or emergency purposes. This
conflict
arises because banks may require borrowers such as the fund to
pledge assets in order to collateralize the amount borrowed.
These
collateral requirements are at least equal to, and often for
amounts
larger than, the principal amount of the loan. If the fund
needed
to borrow the maximum amount permitted by its policies (currently
10% of its total assets), it might be possible that a bank would
require collateral. Thus, the restriction could have the effect
of
reducing the amount that the fund may borrow.
By making this policy non-fundamental, the fund will have the
ability to modify or eliminate the policy if no longer required
to
increase investment flexibility without the need for further
shareholder approval.
Pledging assets does entail certain risks. To the extent that
the
fund pledges its assets, the fund may have less flexibility in
liquidating its assets. If a large portion of the fund's assets
were involved, the fund's ability to meet redemption requests or
other obligations could be delayed.
Required vote. Approval of this proposal requires the
affirmative
vote of the lesser of (1) more than 50% of the outstanding shares
of
the fund, or (2) 67% or more of the shares of the fund present at
the meeting if more than 50% of the outstanding shares of the
fund
are present at the meeting in person or by proxy.
3.N. ELIMINATING THE FUND'S FUNDAMENTAL INVESTMENT
RESTRICTION WHICH
RELATES TO INVESTMENTS IN ILLIQUID SECURITIES
The Trustees are recommending that the fund's fundamental
investment
restriction which limits the fund's investments in illiquid
securities, including securities subject to restrictions on
resale
be eliminated. The current fundamental investment restrictions
state that the fund may not:
"Purchase restricted securities if as a result such
investments
would exceed 15% of the value of the fund's net assets,
("restricted securities") and securities for which market
quotations are not readily available, 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, [or act as an
underwriter except to the extent that in connection with the
disposition of its restricted securities it may be deemed to
be
an underwriter under federal securities laws.]"
"Invest [in securities of businesses less than three years
old,
and] in equity securities of companies for which market
quotations are not readily available (but excluding
restricted
securities) if, as a result, more than 5% of the fund's
assets
(taken at current value) would then be invested in such
securities."
The section of the first restriction in brackets is proposed
to
be amended by proposal 3.O., and the section of the second
restriction in brackets is proposed to be eliminated by
proposal 3.I.
Putnam Management believes that the restrictions are no longer
necessary in light of current regulatory requirements and the
fund's
current investment policies. The Staff of the Securities and
Exchange Commission ("SEC") currently takes the position that an
illiquid security is a security which is not readily marketable,
rather than a security for which market quotations are not
readily
available as contained in one restriction. This SEC position is
expressed in the fund's current non-fundamental investment
restriction which prohibits the fund from investing more than 15%
of
its net assets in any combination of (a) securities which 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. Unlike the current
fundamental investment restrictions, this non-fundamental
investment
restriction applies to all types of investments, not just
securities, and includes other types of illiquid investments,
such
as repurchase agreements. If the proposal is approved, the fund
will
be able to invest more than 5% of its net assets in equity
securities for which market quotations are not readily available,
although such investments will be limited if such securities are
considered illiquid.
Putnam Management believes that the fund may benefit from the
added
flexibility of having the fund's policy with respect to illiquid
securities contained in a single non-fundamental investment
restriction. In the future, the fund will be able to respond
more
quickly to legal, regulatory and market developments regarding
illiquid securities because further shareholder approval will not
be
required to bring the policy in line with these developments.
To the extent the fund invests in illiquid investments, the fund
may
encounter difficulty in determining the fair value of such
securities for purposes of computing the fund's net asset value.
In
addition, the fund could encounter difficulty in satisfying
redemption requests within seven days if it could not readily
dispose of its illiquid investments.
Required vote. Approval of this proposal requires the
affirmative
vote of the lesser of (1) more than 50% of the outstanding shares
of
the fund, or (2) 67% or more of the shares of the fund present at
the meeting if more than 50% of the outstanding shares of the
fund
are present at the meeting in person or by proxy.
3.O. ELIMINATING THE FUND'S FUNDAMENTAL INVESTMENT
RESTRICTION
WITH RESPECT TO UNDERWRITING
The Trustees are recommending that the fund's fundamental
investment restriction with respect to underwriting be revised.
Although the fund is required to have a fundamental investment
restriction with respect to underwriting, the current restriction
is
more restrictive than current regulatory requirements and the
underwriting policy of many other Putnam funds. For these
reasons,
Putnam Management believes the restriction should be revised to
increase the fund's flexibility and to reflect the current
formulation used by many other Putnam funds. The current
restriction states that the fund may not:
"[Purchase restricted securities 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, or] act as an underwriter except to the extent
that in connection with the disposition of its restricted
securities it may be deemed to be an underwriter under
federal
securities laws."
The section in brackets is proposed to be eliminated by proposal
3.N.
The proposed amended fundamental restriction is set forth
below.
"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."
The proposed amended restriction only limits the fund's
ability
to underwrite the securities of other issuers; the fund would be
able to act as an underwriter with respect to its own securities
if
consistent with the 1940 Act and SEC rules. The restriction also
extends the exception for the disposition of the fund's
restricted
securities to apply to all of the fund's portfolio securities.
Required vote. Approval of this proposal requires the
affirmative
vote of the lesser of (1) more than 50% of the outstanding shares
of
the fund, or (2) 67% or more of the shares of the fund present at
the meeting if more than 50% of the outstanding shares of the
fund
are present at the meeting in person or by proxy.
3.P. ELIMINATING THE FUND'S FUNDAMENTAL INVESTMENT
RESTRICTION WITH
RESPECT TO INVESTING TO GAIN CONTROL OF A COMPANY'S
MANAGEMENT
The Trustees are recommending that the fund's fundamental
investment
restriction which states that the fund may not
"[m]ake
investments
for the purpose of gaining control of a company's management" be
eliminated. Eliminating the restriction would make it clear that
the fund can freely exercise its rights as a shareholder of the
various companies in which it invests. These rights may include
the
right to actively oppose or support management of such companies.
Putnam Management believes that this ability will allow the fund
maximum flexibility to protect the value of its investments
through
influencing management of companies in which it invests. Putnam
Management believes that the
fund
should be allowed to freely
communicate its views as a shareholder on matters of policy to
management, the board of directors, and other shareholders when a
policy may affect the value of the fund's investment. Activities
in
which the fund may engage might include the fund, either
individually or with others, seeking changes in a company's
goals,
management, or board of directors, seeking the sale of some or
all
of a company's assets, or voting to participate in or oppose a
takeover effort with respect to a company. Although Putnam
Management believes that the fund may currently engage in
many if
not all of these
activities without necessarily violating this
restriction, it believes that eliminating the restriction will
eliminate any potential obstacle to the fund
in protecting
its
interests as a shareholder.
This area of corporate activity is highly prone to litigation,
and
whether or not the restriction is eliminated, the fund could be
drawn into lawsuits related to these activities. The fund will
direct its efforts toward those instances where Putnam Management
believes the potential for benefit to the fund outweighs
potential
litigation risks.
Required
vote. Approval of this proposal requires the affirmative
vote of the lesser of (1) more than 50% of the outstanding shares
of
the fund, or (2) 67% or more of the shares of the fund present at
the meeting if more than 50% of the outstanding shares of the
fund
are present at the meeting in person or by proxy.
3.Q. ELIMINATING THE FUND'S FUNDAMENTAL INVESTMENT
RESTRICTION WITH
RESPECT TO WARRANTS
The Trustees are recommending that the fund's fundamental
investment
restrictions with respect to investment in warrants be
eliminated.
<PAGE>
The current restriction states that the fund may not:
Invest in warrants (other than warrants acquired by the fund
as
part of a unit or attached to securities at the time of
purchase) if as a result such investments (valued at the
lower
of cost or market value) would exceed 2% of the value of the
fund's net assets.
Certain state securities laws impose restrictions on the fund's
ability to invest in warrants, but these limitations are less
restrictive than the fund's current restriction and are not
required
to be contained in a fundamental policy.
If this proposal is approved, the Trustees intend to replace this
fundamental restriction with the following non-fundamental
restriction to comply with current state requirements:
"The fund may not ...
Invest in warrants (other than warrants acquired by the fund
as
part of a unit or attached to securities at the time of
purchase) if, as a result, such investments (valued at the
lower of cost or market) would exceed 5% of the value of the
fund's net assets; provided that not more than 2% of the
fund's
net assets may be invested in warrants not listed on the New
York or American Stock Exchanges.
The new restriction would provide the fund with maximum
flexibility under applicable law to invest in warrants. Putnam
Management believes that this enhanced investment flexibility
could
assist the fund in achieving its investment objective.
A warrant is a right to buy a security or a unit of an index
at
a specified price during a specified period. In general, the
holder
of a warrant realizes a gain to the extent the value of the
underlying security or unit rises above the exercise price of a
warrant, and the holder realizes a loss equal to the value of the
price paid for the warrant if the warrant expires unexercised.
Investing in warrants involves risks similar to those involved in
purchasing options, including the risk that Putnam Management may
not forecast market movements correctly. In addition, the terms
of
warrants may limit the fund's ability to exercise a warrant at
such
time, or in such quantities, as the fund would otherwise desire.
By making this policy non-fundamental, the fund will have the
ability to modify or eliminate the policy if no longer required
to
increase investment flexibility without the need for further
shareholder approval.
Required vote. Approval of this proposal requires the
affirmative
vote of the lesser of (1) more than 50% of the outstanding shares
of
the fund, or (2) 67% or more of the shares of the fund present at
the meeting if more than 50% of the outstanding shares of the
fund
are present at the meeting in person or by proxy.
Further Information About Voting and the Shareholder Meeting
Quorum and Methods of Tabulation. Thirty percent of the shares
entitled to vote -- present in person or represented by proxy --
constitutes a quorum for the transaction of business with respect
to
any proposal at the meeting (unless otherwise noted in the proxy
statement). Shares represented by proxies that reflect
abstentions
and "broker non-votes" (i.e., shares held by brokers or nominees
as
to which (i) instructions have not been received from the
beneficial
owners or the persons entitled to vote and (ii) the broker or
nominee does not have the discretionary voting power on a
particular
matter) will be counted as shares that are present and entitled
to
vote on the matter for purposes of determining the presence of a
quorum. Votes cast by proxy or in person at the meeting will be
counted by persons appointed by your fund as tellers for the
meeting.
The tellers will count the total number of votes cast "for"
approval
of the proposals for purposes of determining whether sufficient
affirmative votes have been cast. With respect to the election
of
Trustees and selection of auditors, neither abstentions nor
broker
non-votes have any effect on the outcome of the proposal. With
respect to any other proposals, abstentions and broker non-votes
have the effect of a negative vote on the proposal.
Other business. The Trustees know of no other business to be
brought before the meeting. However, if any other matters
properly
come before the meeting, it is their intention that proxies that
do
not contain specific restrictions to the contrary will be voted
on
such matters in accordance with the judgment of the persons named
as
proxies in the enclosed form of proxy.
Simultaneous meetings. The meeting of shareholders of your fund
is
called to be held at the same time as the meetings of
shareholders
of certain of the other Putnam funds. It is anticipated that all
meetings will be held simultaneously. If any shareholder at the
meeting objects to the holding of a simultaneous meeting and
moves
for an adjournment of the meeting to a time promptly after the
simultaneous meetings, the persons named as proxies will vote in
favor of such adjournment.
Solicitation of proxies. In addition to soliciting proxies by
mail,
Trustees of your fund and employees of Putnam Management, Putnam
Fiduciary Trust Company, and Putnam Mutual Funds may solicit
proxies
in person or by telephone. Your fund may also arrange to have
votes
recorded by telephone. The telephone voting procedure is
designed
to authenticate shareholders' identities, to allow shareholders
to
authorize the voting of their shares in accordance with their
instructions and to confirm that their instructions have been
properly recorded. Your fund has been advised by counsel that
these
procedures are consistent with the requirements of applicable
law.
If these procedures were subject to a successful legal challenge,
such votes would not be counted at the meeting. Your fund is
unaware of any such challenge at this time. Shareholders would
be
called at the phone number Putnam Investments has in its records
for
their accounts, and would be asked for their Social Security
number
or other identifying information. The shareholders would then be
given an opportunity to authorize proxies to vote their shares at
the meeting in accordance with their instructions. To ensure
that
the shareholders' instructions have been recorded correctly, they
will also receive a confirmation of their instructions in the
mail.
A special toll-free number will be available in case the
information
contained in the confirmation is incorrect.
Your fund's Trustees have adopted a general policy of maintaining
confidentiality in the voting of proxies. Consistent with this
policy, your fund may solicit proxies from shareholders who have
not
voted their shares or who have abstained from voting.
Persons holding shares as nominees will upon request be
reimbursed
for their reasonable expenses in soliciting instructions from
their
principals. Your fund has retained at its expense D.F. King, 77
Water Street, New York, NY 10005, to aid in the solicitation of
instructions for nominee and registered accounts for a fee not to
exceed $10,000 plus reasonable out-of-pocket expenses.
Revocation of proxies. Proxies, including proxies given by
telephone, may be revoked at any time before they are voted by a
written revocation received by the Clerk of your fund, by
properly
executing a later-dated proxy or by attending the meeting and
voting
in person.
Date for receipt of shareholders' proposals for subsequent
meetings
of shareholders. Your fund's Agreement and Declaration of Trust
does not provide for annual meetings of shareholders, and your
fund
does not currently intend to hold such a meeting in 1997.
Shareholder proposals for inclusion in the proxy statement for
any
subsequent meeting must be received by your fund within a
reasonable
period of time prior to any such meeting.
Adjournment. If sufficient votes in favor of any of the
proposals
set forth in the Notice of the Meeting are not received by the
time
scheduled for the meeting, the persons named as proxies may
propose
adjournments of the meeting for a period or periods of not more
than
60 days in the aggregate to permit further solicitation of
proxies
with respect to any such proposals. Any adjournment will require
the affirmative vote of a majority of the votes cast on the
question
in person or by proxy at the session of the meeting to be
adjourned.
The persons named as proxies will vote in favor of such
adjournment
those proxies which they are entitled to vote in favor of such
proposals. They will vote against any such adjournment those
proxies required to be voted against any of such proposals. Your
fund pays the costs of any additional solicitation and of any
adjourned session. Any proposals for which sufficient favorable
votes have been received by the time of the meeting may be acted
upon and considered final regardless of whether the meeting is
adjourned to permit additional solicitation with respect to any
other proposal.
Financial information. Your fund will furnish, without charge,
to
you upon request a copy of the fund's annual report for its most
recent fiscal year, and a copy of its semiannual report for any
subsequent semiannual period. Such requests may be directed to
Putnam Investor Services, P.O. Box 41203, Providence, RI
02940-1203
or 1-800-225-1581.
Further Information About Your Fund
Limitation of Trustee liability. The Agreement and Declaration
of
Trust of your fund provides that the fund will indemnify its
Trustees and officers against liabilities and expenses incurred
in
connection with litigation in which they may be involved because
of
their offices with the fund, except if it is determined in the
manner specified in the Agreement and Declaration of Trust that
they
have not acted in good faith in the reasonable belief that their
actions were in the best interests of the fund or that such
indemnification would relieve any officer or Trustee of any
liability to the fund or its shareholders arising by reason of
willful misfeasance, bad faith, gross negligence or reckless
disregard of his or her duties. Your fund, at its expense,
provides
liability insurance for the benefit of its Trustees and officers.
Audit and Nominating Committees. The voting members of the Audit
Committee of your fund include only Trustees who are not
"interested
persons" of the fund or by reason of any affiliation with Putnam
Investments and its affiliates. The Audit Committee currently
consists of Messrs. Estin (Chairman), Perkins (without vote),
Putnam, III (without vote), Shapiro, Smith (without vote), and
Ms.
Kennan. The Nominating Committee consists only of Trustees who
are
not "interested persons" of your fund or Putnam Management. The
Nominating Committee currently consists of Dr. Pounds and Ms.
Kennan
(Co-chairpersons), Ms. Baxter, and Messrs. Estin, Hill,
Patterson,
Shapiro, and Thorndike.
<PAGE>
Officers and other information. In addition to George Putnam and
Lawrence J. Lasser, the officers of your fund are as follows:
Year first
elected to
Name (age) Office office
- -----------------------------------------------------------------
Charles E. Porter (57) Executive Vice President 1989
Patricia C. Flaherty (49) Senior Vice President 1993
John D. Hughes (61) Senior Vice President
& Treasurer 1987
Gordon H. Silver (48) Vice President 1990
Peter Carman (54) Vice President 1994
Brett C. Browchuk (33) Vice President 1994
Thomas V. Reilly (49) Vice President 1986
Hugh H. Mullin (33)* Vice President 1993
Charles G. Pohl (35)* Vice President 1993
William N. Shiebler (54)** Vice President 1991
John R. Verani (56) Vice President 1987
Paul M. O'Neil (42) Vice President 1992
Beverly Marcus (51) Clerk 1981
- -----------------------------------------------------------------
* One of the fund's portfolio managers
** President of Putnam Mutual Funds
All of the officers of your fund are employees of Putnam
Management
or its affiliates. Because of their positions with Putnam
Management or its affiliates or their ownership of stock of Marsh
&
McLennan Companies, Inc., the parent corporation of Putnam
Management and Putnam Mutual Funds, Messrs. Putnam, George
Putnam,
III, Lasser and Smith (nominees for Trustees of your fund), as
well
as the officers of your fund, will benefit from the management
fees,
distribution fees, underwriting commissions, custodian fees, and
investor servicing fees paid or allowed by the fund.
<PAGE>
Assets and shares outstanding of your fund
as of May 3, 1996
Net assets $964,491,052
Class A shares outstanding
and authorized to vote 41,269,755 shares
Class B shares outstanding
and authorized to vote 5,387,365 shares
Class M shares outstanding
and authorized to vote 254,953 shares
5% beneficial ownership of your fund as of April 30, 1996
Persons beneficially owning more than 5%
of the fund's class A shares None
Persons beneficially owning more than 5%
of the fund's class B shares None
Persons beneficially owning more than 5%
of the fund's class M shares None
<PAGE>
PUTNAMINVESTMENTS
The Putnam Funds
One Post Office Square
Boston, Massachusetts 02109
Toll-free 1-800-225-1581<PAGE>
PUTNAMINVESTMENTS
This is your PROXY CARD.
Please vote this proxy, sign it below, and return it promptly in
the
envelope provided. Your vote is important.
HAS YOUR ADDRESS CHANGED?
Please use this form to notify us of any change in address or
telephone number or to provide us with your comments. Detach
this
form from the proxy ballot and return it with your signed proxy
in
the enclosed envelope.
Street
- -----------------------------------------------------------------
- ---
City
State Zip
- -----------------------------------------------------------------
- ---
Telephone
- -----------------------------------------------------------------
- ---
DO YOU HAVE ANY COMMENTS?
- -----------------------------------------------------------------
- ---
- -----------------------------------------------------------------
- ---
- -----------------------------------------------------------------
- ---
DEAR SHAREHOLDER:
Your vote is important. Please help us to eliminate the expense
of
follow-up mailings by signing and returning this proxy as soon as
possible. A postage-paid envelope is enclosed for your
convenience.
THANK YOU!
- -----------------------------------------------------------------
- ---
Please fold at perforation before detaching
<PAGE>
Proxy for a meeting of shareholders, July 31, 1996, for Putnam
Convertible Income-Growth Trust.
This proxy is solicited on behalf of the Trustees of the fund.
The undersigned shareholder hereby appoints George Putnam, Hans
H.
Estin, and Robert E. Patterson, and each of them separately,
proxies, with power of substitution, and hereby authorizes them
to
represent and to vote, as designated below, at the meeting of
shareholders of Putnam Convertible Income-Growth Trust on July
31,
1996, at 2:00 p.m., Boston time, and at any adjournments thereof,
all of the shares of the fund that the undersigned shareholder
would
be entitled to vote if personally present.
If you complete and sign the proxy, we'll vote it exactly as you
tell us. If you simply sign the proxy, it will be voted FOR
electing Trustees as set forth in Proposal 1 and FOR Proposals 2
and
3.A.- Q. In their discretion, the Proxies will also be
authorized
to vote upon such other matters that may come before the meeting.
Note: If you have questions on any of the proposals, please call
1-800-225-1581.
PLEASE BE SURE TO SIGN AND DATE THIS PROXY.
Please sign your name exactly as it appears on this card. If you
are a joint owner, each of you should sign. When signing as
executor, administrator, attorney, trustee, or guardian, or as
custodian for a minor, please give your full title as such. If
you
are signing for a corporation, please sign the full corporate
name
and indicate the signer's office. If you are a partner, sign in
the
partnership name.
- -----------------------------------------------------------------
- ---
Shareholder sign here Date
- -----------------------------------------------------------------
- ---
Co-owner sign here Date
<PAGE>
THE TRUSTEES RECOMMEND A VOTE FOR ELECTING ALL OF THE NOMINEES
FOR
TRUSTEES AND FOR THE PROPOSALS LISTED BELOW:
Please mark your choices / X / in blue or black ink.
1. Proposal to elect Trustees
The nominees for Trustees are: J.A. Baxter, H.H. Estin, J.A.
Hill, R.J. Jackson, E.T. Kennan, L.J. Lasser, R.E. Patterson,
D.S. Perkins, W.F. Pounds, G. Putnam, G. Putnam, III, E.
Shapiro, A.J.C. Smith, W.N. Thorndike.
/ / FOR electing all the nominees
(except as marked to the contrary below.)
/ / WITHHOLD authority to vote for all nominees
To withhold authority to vote for one or more of the nominees,
write
those nominees' names below:
- -------------------------------------------------------------
PROPOSAL TO:
2. Ratify the selection FOR AGAINST ABSTAIN
of Coopers & Lybrand / / / / / /
L.L.P. as auditors.
3.A. Amend the / / / / / /
fund's fundamental
investment restriction
with respect to
diversification of
investments.
3.B. Amend the / / / / / /
fund's fundamental
investment restriction
with respect to
investments in
a single issuer.
3.C. Amend the / / / / / /
fund's fundamental
investment restriction
with respect to making
loans through purchases
of debt obligations,
repurchase agreements
and securities loans.
3.D. Amend the fund's / / / / / /
fundamental investment
restriction with respect
to investments in real
estate.
3.E. Amend the fund's / / / / / /
fundamental investment
restriction with respect
to concentration of its
assets.
3.F. Amend the fund's / / / / / /
fundamental investment
restriction with respect
to investments in
commodities.
3.G. Eliminate the / / / / / /
fund's fundamental
investment restriction
with respect to oil,
gas and mineral leases.
3.H. Eliminate the / / / / / /
fund's fundamental
investment restriction
with respect to options
transactions.
3.I. Amend the / / / / / /
fund's fundamental
investment restriction
with respect to invest-
ment in issuers that have
been in operation for
less than three years.
3.J. Eliminate the / / / / / /
fund's fundamental
investment restriction
with respect to
investments in securities
of issuers in which
management of the fund or
Putnam Investment Management,
Inc. owns securities.
3.K. Eliminate the / / / / / /
fund's fundamental
investment restriction
with respect to margin
transactions.
<PAGE>
3.L. Eliminate the / / / / / /
fund's fundamental
investment restriction
with respect to short
sales.
3.M. Eliminate the / / / / / /
fund's fundamental
investment restriction
which limits the fund's
ability to pledge assets.
3.N. Eliminate the / / / / / /
fund's fundamental
investment restriction
with respect to
investments in illiquid
securities.
3.O. Eliminate the / / / / / /
fund's fundamental
investment restriction
with respect to
underwriting.
3.P. Eliminate the / / / / / /
fund's fundamental
investment restriction
with respect to investing
to gain control of a
company's Management.
3.Q. Eliminate the / / / / / /
fund's fundamental
investment restriction
with respect to limiting
investment in warrants.
