[H&M Final]
[Translation]
SECURITIES REGISTRATION STATEMENT
(for NAV Sale)
SECURITIES REPORT
(the Fifth Term)
From: November 1, 1998
To: October 31, 1999
AMENDMENT TO SECURITIES REGISTRATION STATEMENT
(for NAV Sale)
PUTNAM INCOME FUND
SECURITIES REGISTRATION STATEMENT
PUTNAM INCOME FUND
SECURITIES REGISTRATION STATEMENT
To: Director of Kanto Local Finance Bureau
Filing Date: March 17, 2000
(amended on March 24 and March 30, 2000)
Name of the Registrant Fund: PUTNAM INCOME FUND
Name of Representative: Charles E. Porter
Address of Principal Office: One Post Office Square
Boston, Massachusetts 02109
U. S. A.
Name and Title of Registration Agent: Harume Nakano
Attorney-at-Law
Signature [Harume Nakano]
-------------------------
(Seal)
Ken Miura
Attorney-at-Law
Signature [Ken Miura]
---------------------
(Seal)
Address or Place of Business Kasumigaseki Building, 25th Floor
2-5, Kasumigaseki 3-chome
Chiyoda-ku, Tokyo
Name of Liaison Contact: Harume Nakano
Ken Miura
Attorneys-at-Law
Place of Liaison Contact: Hamada & Matsumoto
Kasumigaseki Building, 25th Floor
2-5, Kasumigaseki 3-chome
Chiyoda-ku, Tokyo
Phone Number: 03-3580-3377
- - ii -
Public Offering or Sale for Registration
Name of the Fund Making Public PUTNAM INCOME FUND
Offering or Sale of Foreign
Investment Fund Securities:
Type and Aggregate Amount of Up to 276.4 million Class M Shares
Foreign Investment Fund Securities Up to the total amount obtained by
to be Publicly Offered or Sold: aggregating the respective net asset
value per Class M Share in respect of
276.4 million Class M Shares
(The maximum amount expected to be sold
is 1,736 million U.S. dollars
(approximately [YEN] 185.8 billion).
Note 1: U.S.$ amount is translated into Japanese Yen at the rate of U.S.
$l.00= [YEN] 107.00 the mean of the exchange rate quotations by The
Bank of Tokyo-Mitsubishi, Ltd. for buying and selling spot dollars
by telegraphic transfer against yen on January 31, 2000.
Note 2: The maximum amount expected to be sold is an amount calculated by
multiplying the net asset value per Class M Share as of January 31,
2000 (U.S.$6.28) by 276.4 million Class M Shares for convenience.
Places where a copy of this Securities Registration
Statement is available for Public Inspection
Not applicable.
(Total number of pages of this Securities Registration Statement in
Japanese is 8 including front and back pages.)
C O N T E N T S
Japanese This
Original English
Translation
PART I. INFORMATION CONCERNING SECURITIES 1 1
PART II. INFORMATION CONCERNING ISSUER 4 7
I. DESCRIPTION OF THE FUND 4 7
II. OUTLINE OF THE FUND 4 7
III. OUTLINE OF THE OTHER RELATED COMPANIES 4 7
IV. FINANCIAL CONDITIONS OF THE FUND 4 7
V. SUMMARY OF INFORMATION CONCERNING
FOREIGN INVESTMENT FUND SECURITIES 4 7
VI. MISCELLANEOUS 4 7
PART III. SPECIAL INFORMATION 6 9
I. OUTLINE OF THE SYSTEM OF INVESTMENT
TRUSTS IN MASSACHUSETTS 6 9
II. FINANCIAL CONDITIONS OF THE INVESTMENT
MANAGEMENT COMPANY 12 17
III. FORM OF FOREIGN INVESTMENT
FUND SECURITIES 12 17
PART I. INFORMATION CONCERNING SECURITIES
1. NAME OF FUND: PUTNAM INCOME FUND
(hereinafter referred to as
the "Fund")
2. NATURE OF FOREIGN Five classes of shares
INVESTMENT FUND SECURITIES (Class A shares, Class B
CERTIFICATES: shares, Class C shares,
Class M shares and Class Y
shares)
Registered shares without par
value
In Japan, only Class M shares
(hereinafter referred to as
the "Shares") are publicly
offered. No rating has been
acquired.
3. NUMBER OF SHARES TO Up to 276.4 million Shares
BE OFFERED FOR SALE
(IN JAPAN)
4. TOTAL AMOUNT OF Up to the total amount
OFFERING PRICE: obtained by aggregating
the respective net asset
value per Share in respect of
276.4 million Shares
(The maximum amount expected
to be sold is 1,736 million
U.S. dollars (approximately
[YEN] 185.8 billion)).
Note 1: The maximum amount expected to be sold is the amount calculated, for
convenience, by multiplying the net asset value per Share as of January 31,
2000 ($6.28) by the number of Shares to be offered (276.4 million).
Note 2: Dollar amount is translated for convenience at the rate of $1.00= [YEN]
107.00 (the mean of the exchange rate quotations by The Bank of Tokyo-
Mitsubishi, Ltd. for buying and selling spot dollars by telegraphic transfer
against yen on January 31, 2000). The same applies hereinafter.
Note 3: In this document, money amounts and percentages have been rounded.
Therefore, there are cases in which the amount of the "total column" is
not equal to the aggregate amount. Also, translation into yen is made
simply by multiplying the corresponding amount by the conversion rate
specified and rounded up when necessary. As a result, in this document, there
are cases in which Japanese yen figures for the same information differ from
each other.
5. ISSUE PRICE: The Net Asset Value per Share
next calculated on a Fund
Business Day after the
application for purchase is
received by the Fund.
Note: A "Fund Business Day" means a day on which the New York Stock Exchange is
open for business.
6. SALES CHARGE: The public offering price
means the amount calculated
by dividing the net asset
value by (1-0.0325), and
rounded to three decimal
places. The sales charge in
Japan shall be 3% of the
amount obtained by deduction
of the amount equivalent to
3% of the public offering
price from such price
(hereinafter referred to as
the "Sales Price"). Any
amount in excess of the net
asset value and the Sales
Price shall be retained by
Putnam Mutual Funds Corp.,
principal underwriter of the
Fund.
7. MINIMUM AMOUNT OR The minimum amount for
NUMBER OF SHARES purchase of Shares is 200
FOR SUBSCRIPTION: shares and shares may be
purchased in integral
multiples of 100 shares.
8. PERIOD OF SUBSCRIPTION: From: April 3, 2000 (Monday)
To: April 2, 2001 (Monday)
Provided that the
subscription is handled only
on a Fund Business Day and a
business day when securities
companies are open for
business in Japan.
9. DEPOSIT FOR SUBSCRIPTION: None.
10. PLACE OF SUBSCRIPTION: Kankaku Securities Co., Ltd.
(hereinafter referred to as
"Kankaku" or "Distributor")
Shibusawa City Place A.,
13-16, Nihonbashi-Kayaba-cho
1-chome, Chuo-ku, Tokyo
Note: The subscription is handled at the head office and the branch offices
in Japan of the above-mentioned company.
11. DATE AND PLACE Investors shall pay the Issue
OF PAYMENT: Price and Sales Charge to
Kankaku within 4 business
days in Japan from the day
when Kankaku confirms the
execution of the order (the
"Trade Day") (see page 18 of
the Securities Report
mentioned below).
The total issue price for
each Application Day will
be transferred by Kankaku to
the account of the Fund at
Putnam Fiduciary Trust
Company, the transfer agent,
within 3 Fund Business Days
(hereinafter referred to as
"Payment Date") from (and
including) the Application
Day.
12. OUTLINE OF UNDERWRITING, ETC.:
(A) Kankaku undertakes to make a public offering of 276.4 million Shares in
accordance with an agreement dated 18th August, 1997 with Putnam Mutual
Funds Corp. in connection with the sale of the Shares in Japan.
(B) During the public offering period, Kankaku will execute or forward
purchase orders and repurchase requests for the Shares received directly or
indirectly through other Sales Handling Companies (hereinafter referred to,
together with Distributor, as "Sales Handling Companies") to the Fund.
Note: Sales Handling Company means a securities agent company and/or
registration agent financial institution which shall conclude the
agreement with a distributor concerning agency business of units of the
Fund, acts as agent for a distributor for subscription or redemption of
shares from investors and subscription money from investors or payment
of redemption proceeds to investors, etc.
(C) The Fund has appointed Kankaku as the Agent Company in Japan.
Note: "The Agent Company" shall mean company which, under a contract made with
a foreign issuer or a local underwriter of investment securities, makes
public the net asset value per Share and submits or forwards the financial
reports or other documents to the Japan Securities Dealers Association ("JSDA")
and Sales Handling Companies rendering such other services.
13. MISCELLANEOUS:
(A) Method of Subscription:
Investors who subscribe to Shares shall enter into with the Sales
Handling Company an agreement concerning transactions of foreign securities.
the Sales Handling Company shall provide to the investors a Contract
Concerning a Foreign Securities Transactions Account and other prescribed
contracts (collectively the "Account Contract") and the investors submit to
the Handling Securities Company an application for requesting the opening of
a transactions account under the Account Contract. The subscription amount
shall be paid in yen in principal and the yen exchange rate shall be the
exchange rate which shall be based on the foreign exchange rate quoted in the
Tokyo Foreign Exchange Market on the Trade Day of each subscription and which
shall be determined by such Sales Handling Company.
The subscription amount shall be paid in dollars to the account of the
Fund with Putnam Fiduciary Trust Company as custodian for the Fund by Kankaku
on the Payment Date.
(B) PERFORMANCE INFORMATION
The following information provides some indication of the fund's risks.
The chart shows year-to-year changes in the performance of the Fund's class M
shares. The table following the chart compares the Fund's performance to that
of a broad measure of market performance. Of course, a Fund's past
performance is not an indication of future performance.
[GRAPHIC OMITTED: vertical bar chart CALENDAR YEAR TOTAL RETURNS FOR CLASS M
SHARES]
CALENDAR YEAR TOTAL RETURNS FOR CLASS M SHARES
1990 3.86%
1991 17.81%
1992 9.59%
1993 11.75%
1994 -3.57%
1995 19.18%
1996 3.87%
1997 8.10%
1998 3.45%
1999 -2.23%
Performance figures in the bar chart do not reflect the impact of sales
charges. If they did, performance would be less than that shown. During the
periods shown in the bar chart, the highest return for a quarter was 6.32%
(quarter ending 6/30/95) and the lowest return for a quarter was -2.74%
(quarter ending 3/31/94).
Performance of class M shares shown in the bar chart and in the table following
the bar chart, for periods prior to their inception on 12/14/94, is derived
from the historical performance of the Fund's class A shares (not offered in
Japan), adjusted to reflect the higher operating expenses of class M shares
and, in the table only, the appropriate sales charge.
Average Annual Total Returns (for periods ending 12/31/99)
- -------------------------------------------------------------------------------
Past 1 year Past 5 years Past 10 years
Class M -5.39% 5.53% 6.59%
- -------------------------------------------------------------------------------
Lehman Brothers
Aggregate Bond
Index -0.82% 7.73% 7.70%
- -------------------------------------------------------------------------------
Unlike the bar chart, this performance information reflects the impact of
sales charges. Class M share performance reflects the current maximum
initial sales charge. The Fund's performance is compared to the Lehman
Brothers Aggregate Bond Index, an unmanaged index of investment-grade
bonds.
(C) FEES AND EXPENSES
This table summarizes the fees and expenses investors may pay if they invest
in the fund. Expenses are based on the fund's last fiscal year.
Shareholder Fees (fees paid directly from their investment)
- -------------------------------------------------------------------------------
Class M
Maximum Sales Charge (Load) Imposed on
Purchases (as a percentage of the
offering price) 3.25%
- -------------------------------------------------------------------------------
Maximum Deferred Sales Charge (Load)
(as a percentage of the original
purchase price or redemption proceeds,
whichever is lower) NONE
- -------------------------------------------------------------------------------
Annual Fund Operating Expenses (expenses that are deducted from fund assets)
- -------------------------------------------------------------------------------
Total annual fund
Management fees 12b-1 fees Other expenses operating expenses
- -------------------------------------------------------------------------------
Class M 0.50% 0.50% 0.21% 1.21%
- -------------------------------------------------------------------------------
(D) EXAMPLE
This example translates the expenses shown in the preceding table into dollar
amounts. By doing this, investors can more easily compare the cost of
investing in the Fund to the cost of investing in other mutual funds. The
example makes certain assumptions. It assumes that investors invest $10,000
in the fund for the time periods shown and then redeem all shares at the end
of those periods. It also assumes a 5% return on investor's investment each
year and that the Fund's operating expenses remain the same. The example is
hypothetical; actual costs and returns may be higher or lower.
- -------------------------------------------------------------------------------
1 year 3 years 5 years 10 years
- -------------------------------------------------------------------------------
Class M $444 $697 $968 $1,743
- -------------------------------------------------------------------------------
(E) Offerings other than in Japan:
Shares are simultaneously offered in the United States of America.
PART II. INFORMATION CONCERNING ISSUER
I. DESCRIPTION OF THE FUND
The description in this item is the same as the description in I.
DESCRIPTION OF THE FUND of the Securities Report set forth below (the
Securities Report mentioned below, from page 1 to page 22)
II. OUTLINE OF THE FUND
The description in this item is the same as the description in II. OUTLINE
OF THE FUND of the Securities Report set forth below (Ditto, from page 23
to page 51)
III. OUTLINE OF THE OTHER RELATED COMPANIES
The description in this item is same as the description in III. OUTLINE OF
THE OTHER RELATED COMPANIES of the Securities Report set forth below
(Ditto, from page 52 to page 53)
IV. FINANCIAL CONDITIONS OF THE FUND
The description in this item is same as the description in IV. FINANCIAL
CONDITIONS OF THE FUND of the Securities Report set forth below (Ditto,
from page 54 to page 156)
V. SUMMARY OF INFORMATION CONCERNING FOREIGN INVESTMENT FUND SECURITIES
The description in this item is same as the description in V. SUMMARY OF
INFORMATION CONCERNING FOREIGN INVESTMENT FUND SECURITIES of the Securities
Report set forth below (Ditto, page 178)
VI. MISCELLANEOUS
1. The following documents concerning the Fund have been filed with
Director of Kanto Local Finance Bureau of the Ministry of Finance of Japan.
March 16, 1999: Securities Registration Statement
Annual Securities Report (the Fourth term)
Amendment to Securities Registration Statement
March 26, 1999: Amendment to Securities Registration Statement
July 30, 1999: Semi-annual Report (during the Fifth term)
Amendment to Securities Registration Statement
2.(1) The ornamental design is used in cover page of the Japanese Prospectus.
(2) The following must be set forth in the Prospectus.
AE Outline of the Prospectus will be included at the beginning of the
Prospectus, summarizing the content of Part I., Information on the securities,
"I. Descriptions of the Fund", "III. Outline of Other Related Companies" in
Part II, Information on the Issuer, of the SRS, and Contract Concerning a
Foreign Securities Transactions Account and other prescribed contracts and the
related regulation of the Distributors regarding the subscription and payment,
etc. (for example, the time limit for the application of the Shares is 3:00 PM
on the relevant day).
AE Up-to-date information regarding "(1) Diversification of Investment Fund"
and "(2) Results of Past Operations" of 5. Status of Investment Portfolio in
I. Description of Fund and regarding "IV. Financial Conditions of the Fund",
in Part II, Information concerning the issuers, which will be obtainable from
time to time after the filing of the SRS, may be shown in the table, and such
information may be shown graphically in addition to in a table form as an
attachment to the Prospectus. Also, the foreign exchange rate related to the
Fund may be shown.
(3) Summarized Preliminary Prospectus will be used.
Attached document (Summarized Preliminary Prospectus) will be used pursuant
to the below to the extent permitted by applicable law, as the document
(Summarized Preliminary Prospectus) as set forth at Item 1. (1)(b), of
Article 12 of the Ordinance Concerning the Disclosure of the Content, etc.
of the Specified Securities.
(a) The content of the Summarized Preliminary Prospectus may be publicized
by leaflets, pamphlets, direct mails (post cards and mails in envelopes) or
in newspapers, magazines and other books.
(b) The layout, quality of paper, printing colour, design etc. of the
Summarized Preliminary Prospectus may vary depending on manner of usage.
Photos and illustrations set forth in the attached may be used.
(c) For information of the achievement, the record of changes in the net
asset value per share may be shown by the figures or graphs. Such
achievement may be also stated in the amounts translated into Japanese Yen.
Also, the average of the annual yield (including the dividends) calculated
from the beginning of the relevant year, in respect of immediately
preceding one year and from the establishment of the Fund may be shown. In
addition, the following note concerning the method of calculation for such
average rate of the annual yield may be added.
"Yield performance is calculated as the overall yield on investment
according to the following calculation method assuming the immediate
reinvestment of dividend before tax and may be different from the yield
obtained if unitholders actually reinvest their dividends. Further, the
overall yield on investment shows the performance during past certain
period and does not guarantee the future investment results.
(1) Calculation of cumulative increase ratio by distribution:
The amount shall be obtained by multiplying together all the amounts of
such dividend as distributed during the yield calculation period divided by
the net asset value per unit on the ex dividend day of the relevant
distribution plus 1.
(2) Calculation of the yield on investment (including dividend) (the
overall yield on investment):
Overall yield on NAV at term end x cumulative increase ratio by distribution
investment (%) = 100A~ ----------------- - 1
NAV at beginning of term
NAV at beginning of term means the net asset value per unit calculated at
the beginning of the yield calculation period.
NAV at term end means the net asset value per unit calculated at the end of
the yield calculation period
(3) Conversion into annual rate:
Annual rate of the overall yield on investment is obtained according to the
following formula:
Annual overall yield on investment (%)
= 100 A (~1 + (overall yield on investment/100))x
1
x = ------------------ - 1
number of days during yield calculation period/365"
PART III. SPECIAL INFORMATION
I. OUTLINE OF THE SYSTEM OF INVESTMENT TRUSTS IN MASSACHUSETTS
Below is an outline of certain general information about open-end U.S.
investment companies. This outline is not intended to provide
comprehensive information about such investment companies or the various
laws, rules or regulations applicable to them, but provides only a brief
summary of certain information which may be of interest to investors. The
discussion below is qualified in its entity by the complete registration
statement of the fund and the full text of any referenced statutes and
regulations.
I. Massachusetts Business Trusts
A. General Information
Many investment companies are organized as Massachusetts business trusts.
A Massachusetts business trust is organized pursuant to a declaration of trust,
setting out the general rights and obligations of the shareholders, trustees,
and other related parties. Generally, the trustees of the trust oversee its
business, and its officers and agents manage its day-to-day affairs.
Chapter 182 of the Massachusetts General Laws applies to certain "voluntary
associations", including many Massachusetts business trusts. Chapter 182
provides for, among other things, the filing of the declaration of trust with
the Secretary of State of the Commonwealth of Massachusetts and the filing by
the trust of an annual statement regarding, among other things, the number of
its shares outstanding and the names and addresses of its trustees.
B. Shareholder Liability
Under Massachusetts law, shareholders could, under certain circumstances, be
held personally liable for the obligations of a trust. Typically, a
declaration of trust disclaims shareholder liability for acts or obligations
of the trust and provides for indemnification out of trust property for all
loss and expense of any shareholder held personally liable for the obligations
of a trust. Thus, the risk of a shareholder incurring financial loss on
account of shareholder liability is limited to circumstances in which a
particular trust would be unable to meet its obligations.
II. United States Investment Company Laws and Enforcement
A. General
In the United States, pooled investment management arrangements which offer
shares to the public are governed by a variety of federal statutes and
regulations. Most mutual funds are subject to these laws. Among the more
significant of these statutes are:
1. Investment Company Act of 1940
The Investment Company Act of 1940, as amended (the "1940 Act"), in general,
requires investment companies to register as such with the U.S. Securities
and Exchange Commission (the "SEC"), and to comply with a number of substantive
regulations of their operations. The 1940 Act requires an investment company,
among other things, to provide periodic reports to its shareholders.
2. Securities Act of 1933
The Securities Act of 1933, as amended (the "1933 Act"), regulates many sales
of securities. The Act, among other things, imposes various registration
requirements upon sellers of securities and provides for various liabilities
for failures to comply with its provisions or in respect of other specified
matters.
3. Securities Exchange Act of 1934
The Securities Exchange Act of 1934, as amended (the "1934 Act"), regulates a
variety of matters involving, among other things, the secondary trading of
securities, periodic reporting by the issuers of securities, and certain of
the activities of transfer agents and brokers and dealers.
4. The Internal Revenue Code
An investment company is generally an entity subject to federal income taxation
under the Internal Revenue Code of 1986, as amended (the "Code"). However,
under the Code, an investment company may be relieved of federal taxes on
income and gains it distributes to shareholders if it qualifies as a "regulated
investment company" under the Code for federal income tax purposes and meets
all other necessary requirements.
5. Other laws
The Fund is subject to the provisions of other laws, rules, and regulations
applicable to the Fund or its operations, such as, for example, various state
laws regarding the sale of the Fund's shares.
B. Outline of the Supervisory Authorities
Among the regulatory authorities having jurisdiction over the Fund or certain
of its operations are the SEC and state regulatory agencies or authorities.
1. The SEC has broad authority to oversee the application and enforcement
of the federal securities laws, including the 1940 Act, the 1933 Act, and
the 1934 Act, among others, to the Fund. The 1940 Act provides the SEC
broad authority to inspect the records of investment companies, to exempt
investment companies or certain practices from the provisions of the Act,
and otherwise to enforce the provisions of the Act.
2. State authorities typically have broad authority to regulate the
activities of brokers, dealers, or other persons directly or indirectly
engaged in activities related to the offering and sale of securities to
their residents or within their jurisdictions.
C. Offering Shares to the Public
An investment company ("investment company" or "fund") offering its shares to
the public must meet a number of requirements, including, among other things,
registration as an investment company under the 1940 Act; registration of the
sale of its shares under the 1933 Act; registration of the fund, the sale of
its shares, or both, with state securities regulators; delivery of a current
prospectus to current or prospective investors; and so forth. Many of these
requirements must be met not only at the time of the original offering of the
fund's shares, but compliance must be maintained or updated from time to time
throughout the life of the fund.
D. Ongoing Requirements
Under U.S. law, a fund that continuously offers its shares is subject to
numerous ongoing requirements, including, but not limited to;
1. Updating its prospectus if it becomes materially inaccurate or misleading;
2. Annual update of its registration statement;
3. Filing semi-annual and annual financial reports with the SEC and
distributing them to shareholders;
4. Annual trustee approval of investment advisory arrangements, distribution
plans, underwriting arrangements, errors and omissions/director and officer
liability insurance, foreign custody arrangements, and auditors;
5. Maintenance of a code of ethics; and
6. Periodic board review of certain fund transactions, dividend payments,
and payments under a fund's distribution plan.
III. Management of a Fund
The board of directors or trustees of a fund are responsible for generally
overseeing the conduct of a fund's business. The officers and agents of a
fund are generally responsible for the day-to-day operations of a fund.
The trustees and officers of a fund may or may not receive a fee for their
services.
The investment adviser to a fund is typically responsible for implementing
the fund's investment program. The adviser typically receives a fee for
its services based on a percentage of the net assets of a fund. Certain
rules govern the activities of investment advisers and the fees they may
charge. In the United States, investment advisers to investment companies
must be registered under the Investment Advisers Act of 1940, as amended.
IV. Share Information
A. Valuation
Shares of a fund are generally sold at the net asset value next determined
after an order is received by a fund, plus any applicable sales charges. A
fund normally calculates its net asset value per share by dividing the total
value of its assets, less liabilities, by the number of its shares
outstanding. Shares are typically valued as of the close of regular trading
on the New York Stock Exchange (4:00 p.m., New York time) each day the
Exchange is open.
B. Redemption
Shareholders may generally sell shares of a fund to that fund any day the
New York Stock Exchange is open for business at the net asset value next
computed after receipt of the shareholders' order. Under unusual
circumstances, a fund may suspend redemptions, or postpone payment for more
than seven says, if permitted by U.S. securities laws. A fund may charge
redemption fees as described in its prospectus.
C. Transfer agency
The transfer agent for a fund typically processes the transfer of shares,
redemption of shares, and payment and/or reinvestment of distributions.
V. Shareholder Information, Rights and Procedures for the Exercise of Such
Rights
A. Voting Rights
Voting rights vary from fund to fund. In the case of many funds organized
as Massachusetts business trusts, shareholders are entitled to vote on the
election of trustees, approval of investment advisory agreements,
underwriting agreements, and distribution plans (or amendments thereto),
certain mergers or other business combinations, and certain amendments to
the declaration of trust. Shareholder approval is also required to modify
or eliminate a fundamental investment policy.
B. Dividends
Shareholders are typically entitled to receive dividends when and if declared
by a fund's trustees. In declaring dividends, the trustees will normally set
a record date, and all shareholders of record on that date will be entitled
to receive the dividend paid.
C. Dissolution
Shareholders would normally be entitled to receive the net assets of a fund
which were liquidated in accordance with the proportion of the fund's
outstanding shares he owns.
D. Transferability
Shares of a fund are typically transferable without restriction.
E. Right to Inspection
Shareholders of a Massachusetts business trust have the right to inspect the
records of the trust as provided in the declaration of trust or as otherwise
provided by applicable law.
VI. U.S. Tax Matters
The Fund intends to qualify each year as a regulated investment company
under Subchapter M of the United States Internal Revenue Code of 1986, as
amended (the "Code").
As a regulated investment company qualifying to have its tax liability
determined under Subchapter M, the Fund will not be subject to U.S. federal
income tax on any of its net investment income or net realized capital
gains that are distributed to its shareholders. In addition, as a
Massachusetts business trust, the Fund under present Massachusetts law is
not subject to any excise or income taxes in Massachusetts.
In order to qualify as a "regulated investment company" and to receive the
favorable tax treatment accorded regulated investment companies and their
shareholders, the Fund must, among other things, (a) derive at least 90% of
its gross income from dividends, interest, payments with respect to certain
securities loans, and gains from the sale of stock, securities and foreign
currencies, or other income (including but not limited to gains from
options, futures, or forward contracts) derived with respect to its
business of investing in such stock, securities, or currencies; (b)
distribute with respect to each taxable year at least 90% of the sum of its
taxable net investment income, its net tax-exempt income, and the excess,
if any, of its net short-term capital gains over net long-term capital
losses for such year; (c) diversify its holdings so that, at the close of
each quarter of its taxable year, (i) at least 50% of the value of its
total assets consists of cash, cash items, U.S. Government Securities,
securities of other regulated investment companies and other securities
limited generally with respect to any one issuer to not more than 5% of the
total assets of the Fund and not more than 10% of the outstanding voting
securities of such issuer, and (ii) not more than 25 % of the value of its
assets is invested in the securities (other than those of the U.S.
Government or other regulated investment companies) of any one issuer or of
two or more issuers which the Fund controls and which are engaged in the
same, similar or related trades or businesses.
If the Fund qualifies as a regulated investment company that is accorded
special tax treatment, the Fund will not be subject to federal income tax
on income paid to its shareholders in the form of dividends (including
capital gain dividends).
If the Fund failed to qualify as a regulated investment company accorded
special tax treatment in any taxable year, the Fund would be subject to tax
on its taxable income at corporate rates, and all distributions from
earnings and profits, including any distributions of net tax-exempt income
and net long-term capital gains, would be taxable to shareholders as
ordinary income. In addition, the Fund could be required to recognize
unrealized gains, pay substantial taxes and interest and make substantial
distributions before requalifying as a regulated investment company that is
accorded special tax treatment.
If the Fund fails to distribute in a calendar year substantially all of its
ordinary income for such year and substantially all of its capital gain net
income for the one-year period ending October 31 (or later if the Fund is
permitted so to elect and so elects), plus any retained amount from the
prior year, the Fund will be subject to a 4% excise tax on the
undistributed amounts. A dividend paid to shareholders by the Fund in
January of a year generally is deemed to have been paid by the Fund on
December 31 of the preceding year, if the dividend was declared and payable
to shareholders of record on a date in October, November or December of
that preceding year. The Fund intends generally to make distributions
sufficient to avoid imposition of the 4% excise tax.
Fund distributions will be taxable to shareholders as ordinary income,
except that any distributions designated by the Fund as deriving from net
gains on securities held for more than one year will be taxable as such,
regardless of how long a shareholder has held shares in the Fund.
Distributions will be taxable as described above whether received in cash
or in shares through the reinvestment of distributions. Shareholders who
are not subject to U.S. federal income tax on their income generally will
not have to pay such tax on amounts distributed to them.
Distributions from capital gains are made after applying any available
capital loss carryovers.
The Fund's transactions in non-U.S. currencies, non-U.S.
currency-denominated debt securities and certain non-U.S. currency options,
futures contracts and forward contracts (and similar instruments) may give
rise to ordinary income or loss to the extent such income or loss results
from fluctuations in the value of the non-U.S. currency concerned.
Investment by the Fund in "passive non-U.S. investment companies" could
subject the Fund to a U.S. federal income tax or other charge on the
proceeds from the sale of its investment in such a company; however, this
tax can be avoided by making an election to mark such investments to market
annually or to treat the passive non-U.S. investment company as a
"qualified electing fund".
A "passive non-U.S. investment company" is any non-U.S. corporation: (i) 75
percent or more of the income of which for the taxable year is passive
income, or (ii) the average percentage of the assets of which (generally by
value, but by adjusted tax basis in certain cases) that produce or are held
for the production of passive income is at least 50 percent. Generally,
passive income for this purpose means dividends, interest (including income
equivalent to interest), royalties, rents, annuities, the excess of gains
over losses from certain property transactions and commodities
transactions, and non-U.S. currency gains. Passive income for this purpose
does not include rents and royalties received by the non-U.S. corporation
from active business and certain income received from related persons.
The Fund's investment in securities issued at a discount and certain other
obligations will (and investments in securities purchased at a discount
may) require the Fund to accrue and distribute income not yet received. In
order to generate sufficient cash to make the requisite distributions, the
Fund may be required to sell securities in its portfolio that it otherwise
would have continued to hold.
The Fund generally is required to withhold and remit to the U.S. Treasury
31% of the taxable dividends and other distributions paid to any individual
shareholder who fails to furnish the Fund with a correct taxpayer
identification number (TIN), who has under-reported dividends or interest
income, or who fails to certify to the fund that he or she is not subject
to such withholding. Shareholders who fail to furnish their correct TIN
are subject to a penalty of $50 for each such failure unless the failure is
due to reasonable cause and not willful neglect. An individual's taxpayer
identification number is his or her social security number.
New regulations relating to withholding tax on income paid to foreign
persons (the "New Withholding Regulations") will generally be effective for
payments made after December 31, 2000. The New Withholding Regulations
modify and, in general, unify the way in which non-U.S. investors establish
their status as non-U.S. States "beneficial owners" eligible for
withholding exemptions including a reduced treaty rate or an exemption from
backup withholding. For example, the new regulations will require new
forms, which non-U.S. investors will generally have to provide earlier that
they would have had to provide replacements for expiring existing forms.
The New Withholding Regulations clarify withholding agents' reliance
standards. They also require additional certifications for claiming treaty
benefits. For example, a non-U.S. investor may be required to provide a
TIN, and may have to certify that he/she "derives" the income with respect
to which the treaty benefit is claimed within the meaning of applicable
regulations. The New Withholding Regulations also provides somewhat
different procedures for foreign intermediaries and flow-through entities,
such as foreign partnerships, to claim the benefit of applicable exemptions
on behalf of non-U.S. investors for which or for whom they receive
payments. The New Withholding Regulations also amend the foreign broker
office definition as it applies to partnerships.
The New Withholding Regulations are complex and this summary does not
completely describe them. Non-U.S. investors should consult with their tax
advisors to determine how the New Withholding Regulations will affect their
particular circumstances.
Non-U.S. investors should consult their tax advisers concerning the tax
consequences of ownership of shares of the fund, including the possibility
that distributions may be subject to a 30% United States withholding tax
(or a reduced rate of withholding provided by treaty), the possibility that
a non-U.S. investor may be subject to U.S. tax on capital gain
distributions and gains realized upon the sale of fund shares if the
investor is present in the United States for at least 31 days during the
taxable year (and certain other conditions apply), or the possibility that
a non-U.S. investor may be subject to U.S. tax on income from the fund that
is "effectively connected" with a U.S. trade or business carried on by such
an investor. Shareholders residing in Japan should consult "Tax Treatment
of Shareholders in Japan" on page 26 of the Annual Securities Report.
The Internal Revenue Service recently revised its regulations affecting the
application to foreign investors of the back-up withholding and withholding
tax rules described above. The new regulations generally will be effective
for payment made after December 31, 2000. In some circumstances, the new
rules will increase the certification and filing requirements imposed on
foreign investors in order to qualify for exemption from the 31% back-up
withholding tax rates under income tax treaties. Foreign investors in a
fund should consult their tax advisors with respect to the potential
application of these new regulations.
The foregoing is a general and abbreviated summary of the applicable
provisions of the Code and related regulations currently in effect. For
the complete provisions, reference should be made to the pertinent Code
sections and regulations. The Code and regulations are subject to change
by legislative or administrative actions. Dividends and distributions also
may be subject to foreign state or local taxes. Shareholders are urged to
consult their tax advisers regarding specific questions as to U.S. federal,
state or local taxes. The foregoing discussion relates solely to U.S.
federal income tax law.
VII. Important Participants in Offering of Mutual Fund Shares
A. Investment Company
Certain pooled investment vehicles qualify as investment companies under
the 1940 Act. There are open-end investment companies (those which offer
redeemable securities) and closed-end investment companies (any others).
B. Investment Adviser/Administrator
The investment adviser is typically responsible for the implementation of
an investment company's investment program. It, or another affiliated or
unaffiliated entity, may also perform certain record keeping and
administrative functions.
C. Underwriter
An investment company may appoint one or more principal underwriters for
its shares. The activities of such a principal underwriter are generally
governed by a number of legal regimes, including, for example, the 1940 Act,
the 1933 Act, the 1934 Act, and state laws.
D. Transfer Agent
A transfer agent performs certain bookkeeping, data processing, and
administrative services pertaining to the maintenance of shareholder
accounts. A transfer agent may also handle the payment of any dividends
declared by the trustees of a fund.
E. Custodian
A custodian's responsibilities may include, among other things,
safeguarding and controlling a fund's cash and securities, handling the
receipt and delivery of securities, and collecting interest and dividends
on a fund's investments.
II. FINANCIAL CONDITION OF THE INVESTMENT MANAGEMENT COMPANY
The description in this item is same as the description in II. FINANCIAL
CONDITION OF THE INVESTMENT MANAGEMENT COMPANY of the Securities Report set
forth below (Ditto, from page 178 to page 198)
III. FORM OF FOREIGN INVESTMENT FUND SECURITIES
Main items to be set forth on the share certificate of the Fund (if issued)
are as follows:-
(1) Front
a. Name of the Fund
b. Number of shares represented
c. Signatures of the Chairman and Transfer Agent
d. Description stating that the Declaration of Trust applies to
shareholders and assignees therefrom
(2) Back
a. Space for endorsement
b. Description concerning delegation of transfer agency
AMENDMENT TO SECURITIES REGISTRATION STATEMENT
(NAV Sale)
PUTNAM INCOME FUND
AMENDMENT TO SECURITIES REGISTRATION STATEMENT
To: Director of Kanto Local Finance Bureau
Filing Date : March 17, 2000
(amended on March 30, 2000)
Name of the Registrant Fund: PUTNAM INCOME FUND
Name of Representative: Charles E. Porter
Address of Principal Office: One Post Office Square
Boston, Massachusetts 02109
U. S. A.
Name and Title of Registration Agent: Harume Nakano
Attorney-at-Law
Signature [Harume Nakano]
-------------------------
(Seal)
Ken Miura
Attorney-at-Law
Signature [Ken Miura]
---------------------
(Seal)
Address or Place of Business Kasumigaseki Building, 25th Floor
2-5, Kasumigaseki 3-chome
Chiyoda-ku, Tokyo
Name of Liaison Contact: Harume Nakano
Ken Miura
Attorneys-at-Law
Place of Liaison Contact: Hamada & Matsumoto
Kasumigaseki Building, 25th Floor
2-5, Kasumigaseki 3-chome
Chiyoda-ku, Tokyo
Phone Number: 03-3580-3377
- - ii -
Public Offering or Sale for Registration
Name of the Fund Making Public PUTNAM INCOME FUND
Offering or Sale of Foreign
Investment Fund Securities:
Type and Aggregate Amount of Up to 276.4 million Class M Shares
Foreign Investment Fund Securities Up to the total amount obtained by
to be Publicly Offered or Sold: aggregating the respective net asset
value per Class M Share in respect of
276.4 million Class M Shares
(The maximum amount expected to be
sold is 1,909.92 million U.S. dollars
(approximately [YEN] 204.4 billion).
Note 1: U.S.$amount is translated into Japanese Yen at the rate of U.S.
$l.00= [YEN] 107.00 the mean of the exchange rate quotations by The Bank of
Tokyo-Mitsubishi, Ltd. for buying and selling spot dollars by telegraphic
transfer against yen on January 31, 2000.
Note 2: The maximum amount expected to be sold is an amount calculated by
multiplying the net asset value per Class M Share as of January 31, 1999
(U.S.$6.91) by 276.4 million Class M Shares for convenience.
Places where a copy of this Amendment to Securities Registration
Statement is available for Public Inspection
Not applicable.
(Total number of pages of this Amendment to Securities Registration
Statement in Japanese is 2 including front and back pages.)
I. REASON FOR FILING THIS AMENDMENT TO SECURITIES REGISTRATION STATEMENT:
This statement purports to amend and update the relevant information of the
Securities Registration Statement ("SRS") filed on March16, 1999 due to the
fact that the aforementioned Securities Report was filed today.
The exchange rates used in this statement to translate the amended amounts
of foreign currencies are different from those used before these
amendments, as the latest exchange rates are used in this statement.
II. CONTENTS OF THE AMENDMENTS (the page numbers refer to those of the
Japanese original)
Part II. INFORMATION CONCERNING ISSUER
(page 4 of the original Japanese SRS)
The following matters in the original Japanese SRS are amended to have the
same contents as those provided in the following items of the
aforementioned Securities Report:
Before amendment After amendment
[Original Japanese SRS] [Aforementioned Annual Securities Report]
I. DESCRIPTION OF THE FUND I. DESCRIPTION OF THE FUND (the
aforementioned Securities Report, from
page 1 to page 22)
II. OUTLINE OF THE FUND II. OUTLINE OF THE FUND (Ditto, from page
23 to page 51)
III. OUTLINE OF THE OTHER III. OUTLINE OF THE OTHER
RELATED COMPANIES RELATED COMPANIES (Ditto, from page 52
to page 53)
IV. FINANCIAL CONDITIONS OF IV. FINANCIAL CONDITIONS OF
THE FUND THE FUND (Ditto, from page 54 to page
156)
V. SUMMARY OF INFORMATION VI. SUMMARY OF INFORMATION
CONCERNING FOREIGN CONCERNING FOREIGN
INVESTMENT FUND SECURITIES INVESTMENT FUND SECURITIES
(Ditto, page 178)
Note 1: U.S.$ amount is translated into Japanese Yen at the rate of U.S.$1 =
[YEN] 107.00, the mean of the exchange rate quotations at The Bank of
Tokyo-Mitsubishi, Ltd. for buying and selling spot dollars by telegraphic
transfer against yen on January 31, 2000, for convenience.
Note 2: In this document, money amounts and percentages have been rounded.
Therefore, there are cases in which the amount of the "total column" is not
equal to the aggregate amount. Also, translation into yen is made simply by
multiplying the corresponding amount by the conversion rate specified and
rounded up when necessary. As a result, in this document, there are cases in
which Japanese yen figures for the same information differ from each other.
Note 3: In this Report, "fiscal year" refers to a year from November 1 to
October 31 of the following year.
"VI. Miscellaneous" of the Original Japanese SRS (page 4)" will be amended
as below.
1. The following documents concerning the Fund have been filed with
Director of Kanto Local Finance Bureau of the Ministry of Finance of Japan.
March 16, 1999: Securities Registration Statement
Annual Securities Report (the Fourth term)
Amendment to Securities Registration Statement
March 26, 1999: Amendment to Securities Registration Statement
July 30, 1999: Semi-annual Report (during the Fifth term)
Amendment to Securities Registration Statement
2.(1) The ornamental design is used in cover page of the Japanese Prospectus.
(2) The following must be set forth in the Prospectus.
Outline of the Prospectus will be included at the beginning of the
Prospectus, summarizing the content of Part I., Information on the
securities, "I. Descriptions of the Fund", "III. Outline of Other Related
Companies" and "IV. Financial Condition of the Fund" in Part II,
Information on the Issuer, of the SRS.
(3) Summarized Preliminary Prospectus will be used.
Attached document (Summarized Preliminary Prospectus) will be used pursuant
to the below to the extent permitted by applicable law, as the document
(Summarized Preliminary Prospectus) as set forth at Item 1.(1)(b), of
Article 12 of the Ordinance Concerning the Disclosure of the Content, etc.
of the Specified Securities.
For information of the achievement, the average of the annual yield
calculated in respect of immediately preceding seven days and/or any one
month may be added in percentage up to one decimal places (rounding down to
second decimal places).
Part III. SPECIAL INFORMATION
(Ditto, page 6)
II. FINANCIAL CONDITIONS OF THE INVESTMENT MANAGEMENT COMPANY of the
Original SRS is amended to have the same contents as those provided in V.
FINANCIAL CONDITIONS OF THE INVESTMENT MANAGEMENT COMPANY of the
aforementioned Securities Report:
SECURITIES REPORT
(the Fifth Term)
From: November 1, 1998
To: October 31, 1999
PUTNAM INCOME FUND
(2266)
SECURITIES REPORT
(the Fifth Term)
From: November 1, 1998
To: October 31, 1999
To: Director of Kanto Local Finance Bureau
Filing Date : March 17, 2000
(amended on March 30, 2000)
Name of the Reporting Fund: PUTNAM INCOME FUND
Name of Representative: Charles E. Porter
Address of Principal Office: One Post Office Square
Boston, Massachusetts 02109
U. S. A.
Name and Title of Reporting Agent: Harume Nakano
Attorney-at-Law
Signature [Harume Nakano] (Seal)
-------------------------
Ken Miura
Attorney-at-Law
Signature [Ken Miura] (Seal)
---------------------
Address or Place of Business Kasumigaseki Building, 25th Floor
2-5, Kasumigaseki 3-chome
Chiyoda-ku, Tokyo
Name of Liaison Contact: Harume Nakano
Ken Miura
Attorneys-at-Law
Place of Liaison Contact: Hamada & Matsumoto
Kasumigaseki Building, 25th Floor
2-5, Kasumigaseki 3-chome
Chiyoda-ku, Tokyo
Phone Number: 03-3580-3377
Places where a copy of this Securities Report is available for Public
Inspection
Not applicable.
(Total number of pages of this Securities Report in Japanese is 91
including the front page)
C O N T E N T S
Japanese This
Original English
Translation
I. DESCRIPTION OF THE FUND 1 1
1. GENERAL INFORMATION 1 1
2. INVESTMENT POLICY 5 6
3. MANAGEMENT STRUCTURE 9 11
4. INFORMATION CONCERNING THE EXERCISE
OF RIGHTS BY SHAREHOLDERS, ETC. 17 25
5. STATUS OF INVESTMENT PORTFOLIO 20 29
II. OUTLINE OF THE FUND 23 32
III. OUTLINE OF THE OTHER RELATED COMPANIES 52 66
IV. FINANCIAL CONDITIONS OF THE FUND 54 68
V. FINANCIAL CONDITIONS OF THE INVESTMENT
MANAGEMENT COMPANY 157 73
(translated from the English source: omitted
in English Translation)
VI. SUMMARY OF INFORMATION CONCERNING
FOREIGN INVESTMENT FUND SECURITIES 178 73
VII. REFERENCE INFORMATION 178 73
Note 1: The exchange rate of U.S. Dollars ("dollar" or "$") into Japanese
Yen is [YEN] 107.00 for one U.S. Dollar, which is the actual middle point
between the selling and buying currency rate by telegraphic transfer on the
January 31, 2000 quoted by The Bank of Tokyo-Mitsubishi, Ltd. The same
applies hereinafter.
Note 2: In this report, money amounts and percentages have been rounded.
Therefore, there are cases in which the amount for the "total" column is
not equal to the aggregate amount. Also, conversion into other currencies
is done simply by multiplying the corresponding amount by the conversion rate
specified and rounded up when necessary. As a result, in this report, there
are cases in which figures for the same information differ from each other.
Note 3: In this report, "fiscal year" refers to the year from November 1 to
October 31 of the following year. However, the first fiscal year refers to
a period from December 14, 1994 (Incorporation of the Fund) to October 31,
1995.
I. DESCRIPTION OF THE FUND
1. GENERAL INFORMATION
(A) Outline of Laws Regulating the Fund in the Jurisdiction Where Established:
(1) Name of the Fund: Putnam Income Fund (the "Fund")
(2) Form of the Fund
Putnam Income Fund is a Massachusetts business trust organized on August 13,
1982 as the successor to The Putnam Income Fund, Inc., a Massachusetts
corporation organized on October 13, 1954. A copy of the Agreement and
Declaration of Trust, which is governed by Massachusetts law, is on file with
the Secretary of State of The Commonwealth of Massachusetts.
The Fund is an open-end, diversified management investment company with an
unlimited number of authorized shares of beneficial interest which may be
divided without shareholder approval into two or more classes of shares having
such preferences and special or relative rights and privileges as the Trustees
determine. The Fund's shares are not currently divided into any series. Only
the Fund's class M shares are currently offered in Japan. The Fund also offers
other classes of shares with different sales charges and expenses in the United
States of America. Because of these different sales charges and expenses, the
investment performance of the classes will vary.
Each share has one vote, with fractional shares voting proportionally. Shares
of all classes will vote together as a single class except when otherwise
required by law or as determined by the Trustees. Shares are freely
transferable, are entitled to dividends as declared by the Trustees, and, if
the Fund were liquidated, would receive the net assets of the Fund. The Fund
may suspend the sale of shares at any time and may refuse any order to purchase
shares. Although the Fund is not required to hold annual meetings of its
shareholders, shareholders holding at least 10% of the outstanding shares
entitled to vote have the right to call a meeting to elect or remove Trustees,
or to take other actions as provided in the Agreement and Declaration of Trust.
If a shareholder owns fewer shares than the minimum set by the Trustees
(presently 20 shares), the Fund may choose to redeem the shareholders' shares.
Shareholders will receive at least 30 days' written notice before the Fund
redeems shareholders' shares, and shareholders may purchase additional shares
at any time to avoid a redemption. The Fund may also redeem shares if
shareholders own shares above a maximum amount set by the Trustees. There is
presently no maximum, but the Trustees may, at any time, establish one which
could apply to both present and future shareholders.
(3) Governing Laws
The Fund was created under, and is subject to, the laws of the Commonwealth
of Massachusetts. The sale of the Fund's shares is subject to, among other
things, the Securities Act of 1933, as amended, and certain state securities
laws. The Fund also attempts to qualify each year and elect to be taxed as a
regulated investment company under the U.S. Internal Revenue Code of 1986, as
amended.
The following is a broad outline of certain of the principal statutes
regulating the operations of the Fund in the U.S.:
a. Massachusetts General Laws, Chapter 182 - Voluntary Associations and
Certain Trusts
Chapter 182 provides in part as follows:
A copy of the declaration of trust must be filed with the Secretary of State
of the Commonwealth of Massachusetts and with the Clerk of the City of Boston.
Any amendment of the declaration of trust must be filed with the Secretary and
the Clerk within thirty days after the adoption of such amendment.
A trust must annually file with the Secretary of State on or before June 1 a
report providing the name of the trust, its address, number of shares
outstanding and the names and addresses of its trustees.
Penalties may be assessed against the trust for failure to comply with certain
of the provisions of Chapter 182.
b. Investment Company Act of 1940
The Investment Company Act of 1940, as amended (the "1940 Act"), in general,
requires investment companies to register as such with the U.S. Securities and
Exchange Commission (the "SEC"), and to comply with a number of substantive
regulations of their operations. The 1940 Act requires an investment company,
among other things, to provide periodic reports to its shareholders.
c. Securities Act of 1933
The Securities Act of 1933, as amended (the "1933 Act"), regulates many sales
of securities. The Act, among other things, imposes various registration
requirements upon sellers of securities and provides for various liabilities
for failures to comply with its provisions or in respect of other specified
matters.
d. Securities Exchange Act of 1934
The Securities Exchange Act of 1934, as amended (the "1934 Act"), regulates a
variety of matters involving, among other things, the secondary trading of
securities, periodic reporting by the issuers of securities, and certain of
the activities of transfer agents and brokers and dealers.
e. The Internal Revenue Code of 1986
The Fund intends to qualify as a "regulated investment company" for federal
income tax purposes and to meet all other requirements necessary for it to be
relieved of federal taxes on income and gains it distributes to shareholders.
f. Other laws
The Fund is subject to the provisions of other laws, rules, and regulations
applicable to the Fund or its operations, such as, for example, various state
laws regarding the sale of the Fund's shares.
(B) Outline of the Supervisory Authorities
Among the regulatory authorities having jurisdiction over the Fund or certain
of its operations are the SEC and state regulatory agencies or authorities.
a. The SEC has broad authority to oversee the application and enforcement of
the federal securities laws, including the 1940 Act, the 1933 Act, and the
1934 Act, among others, to the Fund. The 1940 Act provides the SEC broad
authority to inspect the records of investment companies, to exempt investment
companies or certain practices from the provisions of the Act, and otherwise
to enforce the provisions of the Act.
b. State authorities typically have broad authority to regulate the offering
and sale of securities to their residents or within their jurisdictions and
the activities of brokers, dealers, or other persons directly or indirectly
engaged in related activities.
(C) Objects and Basic Nature of the Fund:
GOAL
The Fund seeks high current income consistent with what the Investment
Management Company believes to be prudent risk.
MAIN INVESTMENT STRATEGIES - MULTI-SECTOR BONDS
The Fund invests mostly in bonds that:
* are obligations of corporations and governments worldwide denominated in
U.S. dollars,
* are either of investment-grade or below investment-grade (junk bonds), and
* have intermediate- to long-term maturities (three years or longer).
MAIN RISKS
The main risks that could adversely affect the value of this Fund's shares and
the total return on the investors' investment include:
* The risk that movements in financial markets will reduce the value of the
Fund's investments. This risk includes interest rate risk, which means
that the prices of the Fund's investments are likely to fall if interest
rates rise. Interest rate risk is generally highest for investments with
long maturities.
* The risk that the issuers of the Fund's investments will not make timely
payments of interest and principal. Because the Fund invests significantly
in junk bonds, this risk is heightened for the Fund. The investors should
carefully consider the risks associated with an investment in the Fund.
* The risk that, compared to other debt, mortgage-backed investments may
increase in value less when interest rates decline, and decline in value
more when interest rates rise.
Investors can lose money by investing in the Fund. The Fund may not achieve
its goal, and is not intended as a complete investment program. An investment
in the Fund is not a deposit in a bank and is not insured or guaranteed by the
Federal Deposit Insurance Corporation or any other government agency.
(D) History of the Fund:
October 13, 1954: Organization of the Fund as a Massachusetts
corporation.
August 13, 1982: Organization of the Fund as a Massachusetts
business trust. Adoption of the Agreement and
Declaration of Trust.
April 7, 1989: Adoption of the Amended and Restated Agreement
and Declaration of Trust.
(E) Affiliated Companies of the Fund:
Names and related business of the affiliated companies of the Fund are as
follows:
(1) Putnam Investment Management, Inc. ("Investment Management Company")
renders investment management services to the Fund.
(2) Putnam Fiduciary Trust Company (the "Custodian" and "Investor Servicing
Agent") acts as Custodian and Investor Servicing Agent.
(3) Putnam Mutual Funds Corp. ("Principal Underwriter") engages in
providing marketing services to the Fund.
(4) Kankaku Securities Co., Ltd. ("Distributor in Japan" and "Agent
Company") engages in forwarding the purchase or repurchase orders for the
Shares in Japan and also acts as the agent company.
[GRAPHIC OMITTED: RELATED COMPANIES OF THE FUND]
Related Companies of the Fund
Fund
Putnam Income Fund
Trustees Investor
(Agreement and Declaration of Trust) Servicing
Agreement
Distribution Custodian
Agreement Agreement
Principal Custodian
Underwriter Investor Servicing Agent
Putnam Mutual Funds Corp. Putnam Fiduciary Trust
Company
(acts as distributor)
(acts as custodian and
investor servicing agent
of the Fund)
Japan Dealer
Sales Agreement
Agent Company Management Contract
Agreement
Distributor in Japan Investment Management
Agent Company Company
Kankaku Securities Co., Ltd. Putnam Investment Management, Inc.
(forwarding of sales in Japan (acts as investment management of
and rendering of service as the Fund and investment adviser
agent company) concerning the Fund's assets)
2. INVESTMENT POLICY
(A) Basic Policy for Investment and Objectives of Investment:
Any investment carries with it some level of risk that generally reflects
its potential for reward. The Fund pursues its goal by investing mainly
in multi-sector bonds. The Investment Management Company will consider,
among other things, credit, interest rate and prepayment risks as well as
general market conditions when deciding whether to buy or sell investments.
A description of the risks associated with the Fund's main investment
strategies follows.
Interest rate risk. The values of bonds and other debts usually rise and
fall in response to changes in interest rates. Declining interest rates
generally raise the value of existing debt instruments, and rising interest
rates generally lower the value of existing debt instruments. Changes in a
debt instrument's value usually will not affect the amount of interest
income paid to the Fund, but will affect the value of the Fund's shares.
Interest rate risk is generally greater for investments with longer
maturities.
Some investments give the issuer the option to call, or redeem, their
securities before their maturity date. If an issuer "calls" its security
during a time of declining interest rates, the Fund might have to reinvest
the proceeds in an investment offering a lower yield, and therefore might
not benefit from any increase in value as a result of declining interest
rates.
"Premium investments" offer interest rates higher than prevailing market
rates. However, they involve a greater risk of loss, because their values
tend to decline over time. An investor may find it useful to compare the
Fund's yield, which factors out the effect of premium investments, with its
current dividend rate, which does not factor out that effect.
Credit risk. Investors normally expect to be compensated in proportion to
the risk they are assuming. Thus, debt of issuers with poor credit
prospects usually offers higher yields than debt of issuers with more
secure credit. Higher-rated investments generally have lower credit risk.
The Fund invests most of its assets in investment-grade investments. These
are rated at least BBB or its equivalent by a U.S.-nationally recognized
securities rating agency, or are unrated investments the Investment Management
Company believes are of comparable quality. The Fund may also invest its
assets in non investment-grade investments. However, the Fund may not invest
in securities that are rated below B or the equivalent by each agency or are
unrated investments the Investment Management Company believes are of
comparable quality. The Fund will not necessarily sell an investment if its
rating is reduced after they buy it.
Investments rated below BBB or its equivalent are known as "junk bonds."
This rating reflects a greater possibility that the issuers may be unable to
make timely payments of interest and principal and thus default. If this
happens, or is perceived as likely to happen, the values of those investments
will usually be more volatile and are likely to fall. A default or expected
default could also make it difficult for the Fund to sell the investments at
prices approximating the values the Fund had previously placed on them.
Lower-rated debt usually has a more limited market than higher-rated debt,
which may at times make it difficult for the Fund to buy or sell certain debt
instruments or to establish their fair value. Credit risk is generally
greater for investments that are issued at less than their face value and
make payments of interest only at maturity rather than at intervals during
the life of the investment.
Credit ratings are based largely on the issuer's historical financial
condition and the rating agencies' investment analysis at the time of
rating. The rating assigned to any particular investment does not
necessarily reflect the issuer's current financial condition, and does not
reflect an assessment of an investment's volatility or liquidity. Although
the Investment Management Company considers credit ratings in making
investment decisions, it performs its own investment analysis and does not
rely only on ratings assigned by the rating agencies. The Fund depends
more on the Investment Management Company's ability in buying lower-rated
debt than it does in buying investment-grade debt. The Fund may have to
participate in legal proceedings or take possession of and manage assets
that secure the issuer's obligations. This could increase the Fund's
operating expenses and decrease its net asset value.
Although investment-grade investments generally have lower credit risk,
they may share some of the risks of lower-rated investments. U.S. government
investments generally have the least credit risk, but are not completely free
of credit risk. While some, such as U.S. Treasury obligations and Ginnie Mae
certificates, are backed by the full faith and credit of the U.S. government,
others are subject to varying degrees of risk. These risk factors include
the creditworthiness of the issuer and, in the case of mortgage-backed
securities, the ability of the underlying borrowers to meet their obligations.
Prepayment risk. Traditional debt investments typically pay a fixed rate
of interest until maturity, when the entire principal amount is due. By
contrast, payments on mortgage-backed investments typically include both
interest and a partial payment of principal. Principal may also be prepaid
voluntarily, or as a result of refinancing or foreclosure. The Fund may
have to invest the proceeds from prepaid investments in other investments
with less attractive terms and yields. Compared to debt that cannot be
prepaid, mortgage-backed investments are less likely to increase in value
during periods of declining interest rates and have a higher risk of
decline in value during periods of rising interest rates. They may
increase the volatility of the Fund. Some mortgage-backed investments
receive only the interest portion or the principal portion of payments on
the underlying mortgages. The yields and values of these investments are
extremely sensitive to changes in interest rates and in the rate of
principal payments on the underlying mortgages. The market for these
investments may be volatile and limited, which may make them difficult to
buy or sell.
Non-U.S. investments. The Fund may invest in U.S. dollar denominated
fixed-income securities of non-U.S. issuers, including Yankee bonds.
Non-U.S. investments involve certain special risks. For example, their
values may drop in response to unfavorable political and legal
developments, unreliable or untimely information, or economic and financial
instability. In addition, the liquidity of these investments may be more
limited than U.S. investments, which means the Fund may at times be unable
to sell them at desirable prices. Non-U.S. settlement procedures may also
involve additional risks. These risks are generally greater in the case of
developing (also known as emerging) markets that typically have less
developed legal and financial systems.
Certain of these risks may also apply to some extent to U.S. investments
that are denominated in non-U.S. currencies or that are traded in non-U.S.
markets, or to investments in U.S. companies that have significant non-U.S.
operations.
Frequent trading. The Fund may buy or sell investments relatively often,
which involves higher brokerage commissions and other expenses, and may
increase the amount of U.S. federal income taxes payable by shareholders.
Other investments. In addition to the main investment strategies described
above, the Fund may also make other types of investments, such as
investments in derivatives including futures, options, warrants and swap
contracts, asset-backed securities and equity securities and therefore may
be subject to other risks.
Alternative strategies. At times the Investment Management Company may
judge that market conditions make pursuing the Fund's investment strategies
inconsistent with the best interest of its shareholders. The Investment
Management Company then may temporarily use alternative strategiesthat are
mainly designed to limit losses. However, the Investment Management
Company may choose not to use these for a variety of reasons, even in very
volatile market conditions. These strategies may cause the Fund to miss
out on investment opportunities, and may prevent the Fund from achieving
its goal.
Changes in policies. The Fund's Trustees may change the Fund's goal,
investment strategies and other policies without shareholder approval,
except as otherwise indicated.
(B) Restrictions of Investment:
Except for the investment restrictions designated as fundamental below, the
investment restrictions described in this Securities Registration Statement
and the Japanese prospectus are not fundamental investment restrictions.
The Trustees may change any non-fundamental restrictions without shareholder
approval. As fundamental investment restrictions, which may not be changed
without a vote of a majority of the outstanding voting securities, the Fund
may not and will not:
(1) 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.
(2) With respect to 75% of its total assets, acquire more than 10% of the
outstanding voting securities of any issuer.
(3) Borrow money in excess of 10% of its total assets (taken at cost) and
then only as a temporary measure for extraordinary or emergency purposes
and not for investment. (The Fund may borrow only from banks and
immediately after any such borrowing there must be an asset coverage (total
assets of the Fund including the amount borrowed less liabilities other
than such borrowings) of at least 300% of the amount of all borrowings. In
the event that, due to market decline or other reasons, such asset coverage
should at any time fall below 300%, the Fund is required within three days,
not including Sundays and holidays, to reduce the amount of its borrowings
to the extent necessary to cause the asset coverage of such borrowings to
be at least 300%. If this should happen, the Fund may have to sell
securities at a time when it would be disadvantageous to do so.)
(4) 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.
(5) 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.
(6) Purchase or sell commodities or commodity contracts, except that the
Fund may purchase and sell financial futures contracts and options and may
enter into foreign currency exchange transactions and other financial
transactions not involving physical commodities.
(7) 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.
(8) 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.
Although certain of the Fund's fundamental investment restrictions permit it
to borrow money to a limited extent, the Fund does not currently intend to
do so and did not do so last year.
The Investment Company Act of 1940 provides that a "vote of a majority of
the outstanding voting securities" of the Fund means the affirmative vote of
the lesser of (1) more than 50% of the outstanding Fund shares, or (2) 67% or
more of the shares present at a meeting if more than 50% of the outstanding
Fund shares are represented at the meeting in person or by proxy.
It is contrary to the Fund's present policy, which may be changed without
shareholder approval, to:
(1) Invest in (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, if, as a result, more than 15%
of the Fund's net assets (taken at current value) would be invested in
securities described in (a), (b) and (c) above.
In addition, the Fund will, so long as shares of the Fund are being offered
for sale by the Fund in Japan, comply with the following standards of
selection of the Japan Securities Dealers Association:
(1) The Fund will not invest more than 15% of its net assets in securities
that are not traded on an official stock exchange or other regulated
market, including , without limitation, the National Association of
Securities Dealers Automated Quotation System (this restriction shall not
be applicable to securities determined by the Investment Management Company
to be liquid and for which a market price (including a dealer quotation) is
generally obtainable or determinable);
(2) The Fund will not borrow money in excess of 10% of the value of its
total assets;
(3) The Fund will not make short sales of securities in excess of the
Fund's net asset value; and
(4) The Fund will not, together with other mutual funds managed by the
Investment Management Company, acquire more than 50% of the outstanding
voting securities of any issuer.
If any violation of the foregoing standards occurs, the Fund will, promptly
after discovery of the violation, take such action as may be necessary to
cause the violation to cease, which shall be the only obligation of the Fund
and the only remedy in respect of the violation.
Although the Fund is permitted under its investment policies to invest without
limit in so-called "interest-only" (IO) and "principal-only" (PO) classes of
mortgage-backed securities, the Fund has no present intention of investing
more than 15% of its net assets in such securities.
All percentage limitations on investments (other than pursuant to the
non-fundamental restriction (1)) will apply at the time of the making of an
investment and shall not be considered violated unless an excess or
deficiency occurs or exists immediately after and as a result of such
investment.
(C) Distribution Policy:
The Fund distributes net investment income monthly and any net realized
capital gains at least annually. The payment to Japanese investors may be
made by the end of each month by Kankaku.
3. MANAGEMENT STRUCTURE
(A) Outline of Management of Assets, etc.:
A. Valuation of assets:
The Fund determines the net asset value per share of each class of shares once
each day the New York Stock Exchange (the "Exchange") is open. Currently, the
Exchange is closed Saturdays, Sundays and the following U.S. holidays:
New Year's Day, Rev. Dr. Martin Luther King, Jr. Day, Presidents' Day, Good
Friday, Memorial Day, the Fourth of July, Labor Day, Thanksgiving and
Christmas. The Fund determines net asset value as of the close of regular
trading on the Exchange, currently 4:00 p.m., New York time. However, equity
options held by the Fund are priced as of the close of trading at 4:10 p.m.,
New York time, and futures contracts on U.S. government and other fixed-income
securities and index options held by the Fund are priced as of their close of
trading at 4:15 p.m., New York time.
Securities for which market quotations are readily available are valued at
prices which, in the opinion of Investment Management Company, most nearly
represent the market values of such securities. Currently, such prices are
determined using the last reported sale price or, if no sales are reported (as
in the case of some securities traded over-the-counter), the last reported bid
price, except that certain securities are valued at the mean between the best
reported bid and asked prices. Short-term investments having remaining
maturities of 60 days or less are valued at amortized cost, which approximates
market value. All other securities and assets are valued at their fair value
following procedures approved by the Trustees. Liabilities are deducted from
the total, and the resulting amount is divided by the number of shares of the
class outstanding.
Reliable market quotations are not considered to be readily available for
long-term corporate bonds and notes, certain preferred stocks, tax-exempt
securities, and certain non-U.S. securities. These investments are valued
at fair value on the basis of valuations furnished by pricing services,
approved by the Trustees which determine valuations for normal,
institutional-size trading units of such securities using methods based on
market transactions for comparable securities and various relationships
between securities which are generally recognized by institutional traders.
If any securities held by the Fund are restricted as to resale, Investment
Management Company determines their fair value using procedures approved by
the Trustees. The fair value of such securities is generally determined as
the amount which the Fund could reasonably expect to realize from an orderly
disposition of such securities over a reasonable period of time. The
valuation procedures applied in any specific instance are likely to vary from
case to case. However, consideration is generally given to the financial
position of the issuer and other fundamental analytical data relating to the
investment and to the nature of the restrictions on disposition of the
securities (including any registration expenses that might be borne by the
Fund in connection with such disposition). In addition, specific factors are
also generally considered, such as the cost of the investment, the market
value of any unrestricted securities of the same class, the size of the
holding, the prices of any recent transactions or offers with respect to such
securities and any available analysts' reports regarding the issuer.
Generally, trading in certain securities (such as non-U.S. securities) is
substantially completed each day at various times prior to the close of the
Exchange. The values of these securities used in determining the net asset
value of the Fund's shares are computed as of such times. Also, because of
the amount of time required to collect and process trading information as to
large numbers of securities issues, the values of certain securities (such as
convertible bonds, U.S. government securities, and tax-exempt securities) are
determined based on market quotations collected earlier in the day at the
latest practicable time prior to the close of the Exchange. Occasionally,
events affecting the value of such securities may occur between such times and
the close of the Exchange which will not be reflected in the computation of
the Fund's net asset value. If events materially affecting the value of such
securities occur during such period, then these securities will be valued at
their fair value using procedures approved by the Trustees.
B. Management Fee, etc.:
(1) Management Fee:
(a) Management and Agent Company Fees
Under a Management Contract dated April 6, 1995, the Fund pays a quarterly
fee to Investment Management Company based on the average net assets of the
Fund, as determined at the close of each business day during the quarter, at
an annual rate of 0.65% of the first $500 million of average net assets,
0.55% of the next $500 million, 0.50% of the next $500 million, 0.45% of the
next $5 billion, 0.425% of the next $5 billion, 0.405% of the next $5 billion,
0.39% of the next $5 billion, and 0.38% thereafter.
For the fiscal years ending on October 31, 1997, 1998 and 1999 the Fund paid
$9,469, 339, $16,143,721, and $18,218,286, respectively, as a management fee.
(b) Custodian Fee and Charges of the Investor Servicing Agent
Putnam Fiduciary Trust Company, the Fund's Custodian, shall be entitled to
receive, out of the assets of the Fund, reasonable compensation for its
services and expenses as Custodian, as agreed from time to time between the
Fund and the Custodian, not including fees paid by the Custodian to any
sub-custodian, payable monthly based on the average daily total net assets
of the Fund during the relevant month. Any reasonable disbursements and
out-of-pocket expenses (including without limitation telephone, telex, cable
and postage expenses) incurred by the Custodian, and any custody charges of
banks and financial institutions to whom the custody of assets of the Fund
is entrusted, will be borne by the Fund.
The Fund will pay to Putnam Investor Services, a division of Putnam Fiduciary
Trust Company, the Fund's Investor Servicing Agent, such fee, out of the
assets of the Fund, as is mutually agreed upon in writing from time to time,
in the amount, at the time and in the manner of payment mutually agreed.
For the fiscal year ending on October 31, 1999, the Fund paid $6,775,909 as
a custodian fee and investor servicing agent fee.
(c) Fee under Class M Distribution Plan
The Class M distribution plan provides for payments by the Fund to Putnam
Mutual Funds Corp. at the annual rate of up to 1.00% of average net assets
attributable to Class M shares. The Trustees currently limit payments under
the Class M plan to the annual rate of 0.50% of such assets.
Putnam Mutual Funds Corp. makes quarterly payments to Kankaku and other
dealers at an annual rate of 0.40% of the average net asset value of
Class M shares attributable to shareholders for whom Kankaku and other
dealers are designated as the dealer of record.
Payments under the plan are intended to compensate Putnam Mutual Funds Corp.
for services provided and expenses incurred by it as principal underwriter
of the Fund's shares, including the payments to dealers mentioned above.
Putnam Mutual Funds Corp. may suspend or modify such payments to dealers.
For the fiscal year ending on October 31, 1999, the Fund paid fees under
the distribution plan of $7,940,292 for Class M shares.
(d) Other Expenses:
The Fund pays all expenses not assumed by Investment Management Company,
including Trustees' fees, auditing, legal, custodial, investor servicing
and shareholder reporting expenses, and payments under its distribution
plans (which are in turn allocated to the relevant class of shares). The
Fund also reimburses Investment Management Company for the compensation and
related expenses of certain Fund officers and their staff who provide
administrative services. The total reimbursement is determined annually by
the Trustees and was $31,081 for fiscal 1999.
Each Trustee receives a fee for his or her services. Each Trustee also
receives fees for serving as Trustee of other Putnam funds. The Trustees
periodically review their fees to assure that such fees continue to be
appropriate in light of their responsibilities as well as in relation to
fees paid to trustees of other mutual fund complexes. The Trustees meet
monthly over a two-day period, except in August. The Board Policy Committee,
which consists solely of Trustees not affiliated with the Investment
Management Company and is responsible for recommending Trustee compensation,
estimates that Committee and Trustee meeting time together with the
appropriate preparation requires the equivalent of at least three business
days per Trustee meeting. The following table shows the year each Trustee
was first elected a Trustee of the Putnam funds, the fees paid to each
Trustee by the Fund for fiscal 1999 and the fees paid to each Trustee by all
of the Putnam funds during calendar 1999:
<TABLE>
<CAPTION>
COMPENSATION TABLE
Estimated
Pension on annual
retirement benefits from
Aggregate benefits Putnam funds Total
compensation accrued as all Putnam compensation
from the part of fund funds upon from all
Trustees/Year Fund (1) expenses retirement (2) Putnam funds (3)
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Jameson A. Baxter/
1994 (4) $2,491 $463 $95,000 $191,000
Hans H. Estin/
1972 2,474 1,069 95,000 190,000
John A. Hill/
1985 (4) (5) 3,252 512 115,000 (5) 239,750
Ronald J. Jackson/
1996 (4) 2,520 474 95,000 193,500
Paul L. Joskow/
1997 (4) 2,474 144 95,000 191,000
Elizabeth T. Kennan/
1992 2,474 650 95,000 190,000
Lawrence J. Lasser/
1992 2,458 495 95,000 189,000
John H. Mullin, III/
1997 (4) 2,553 217 95,000 196,000
Robert E. Patterson/
1984 2,483 351 95,000 190,250
William F. Pounds/
1971 (5) 3,155 1,192 95,000 231,000
George Putnam/
1957 2,474 1,112 95,000 190,000
George Putnam, III/
1984 2,474 237 95,000 190,000
A.J.C. Smith/
1986 2,442 756 95,000 188,000
W. Thomas Stephens/
1997 (4) 2,442 203 95,000 188,000
W. Nicholas Thorndike/
1992 2,474 914 95,000 190,000
(1) Includes an annual retainer and an attendance fee for each meeting
attended.
(2) Assumes that each Trustee retires at the normal retirement date.
Estimated benefits for each Trustee are based on Trustee fee rates in
effect during calendar 1999.
(3) As of December 31, 1999, there were 114 funds in the Putnam family.
(4) Includes compensation deferred pursuant to a Trustee Compensation
Deferral Plan. The total amounts of deferred compensation payable by the
Fund to Ms. Baxter, Mr. Hill, Mr. Jackson, Mr. Joskow, Mr. Mullin and Mr.
Stephens as of October 31, 1999 were $9,168, $13,327, $8,974, $4,566,
$4,569 and $4,968, respectively, including income earned on such amounts.
(5) Includes additional compensation for service as Vice Chairman of the
Board of Trustees.
</TABLE>
Under a Retirement Plan for Trustees of the Putnam funds (the "Plan") each
Trustee who retires with at least five years of service as a Trustee of the
funds is entitled to receive an annual retirement benefit equal to one-half
of the average annual compensation paid to such Trustee for the last three
years of service prior to retirement. This retirement benefit is payable
during a Trustee's lifetime, beginning the year following retirement, for a
number of years equal to such Trustee's years of service. A death benefit
is also available under the Plan which assures that the Trustee and his or
her beneficiaries will receive benefit payments for the lesser of an aggregate
period of (i) ten years or (ii) such Trustee's total years of service.
The Plan Administrator (a committee comprised of Trustees who are not
"interested persons" of the Fund, as defined in the Investment Company Act of
1940) may terminate or amend the Plan at any time, but no termination or
amendment will result in a reduction in the amount of benefits (i) currently
being paid to a Trustee at the time of such termination or amendment, or (ii)
to which a current Trustee would have been entitled had he or she retired
immediately prior to such termination or amendment.
Investment Management Company places all orders for purchases and sales of
the fund's portfolio securities. In selecting broker-dealers, Investment
Management Company may consider research and brokerage services furnished to
it and its affiliates. Subject to seeking the most favorable price and
execution available, Investment Management Company may consider sales of Fund
shares (and, if permitted by law, of the other Putnam Funds) as a factor in
the selection of broker-dealers. During fiscal 1997, 1998 and 1999, the Fund
paid $575,163, $242,846 and $53,449, in brokerage commissions, respectively.
During fiscal 1999 the Fund paid $0 on transactions with an aggregate principal
value of $0 (0% of transactions) to brokers and dealers to recognize
research, statistical and quotation services provided to Investment Management
Company and its affiliates.
For the fiscal year ending on October 31, 1999, the Fund paid $17,067,177 in
total other expenses, including payments under its distribution plans, but
excluding management fees, investor servicing agent expenses and custodian
expenses.
C. Sales, Repurchases and Custody:
(1) Sales of Shares:
a. Sales in the United States
Investors residing in the United States can open a Fund account with as little
as $500 and make additional investments at any time with as little as $50 ($25
through systematic investing). The Fund sells its shares at the offering
price, which is the net asset value ("NAV") plus any applicable sales charge.
The investor's financial advisor or Putnam Investor Services generally must
receive the investor's completed buy order before the close of regular trading
on the exchange for the investor's shares to be bought at that day's offering
price.
The Investors can buy shares:
* Through a financial advisor. The investor's advisor will be responsible for
furnishing all necessary documents to Putnam Investor Services, and may
charge the investor for his or her services.
* Through systematic investing The investor can make regular investments of
$25 or more per month through automatic deductions from the investor's bank
checking or savings account. Application forms are available through the
investor's advisor or Putnam Investor Services at 1-800-225-1581.
The investor may also complete an order form and write a check for the amount
the investor wishes to invest, payable to the Fund. The investor should
return the check and completed form to Putnam Mutual Funds Corp.
The Fund may periodically close to new purchases of shares or refuse any order
to buy shares if the Fund determines that doing so would be in the best
interests of the Fund and its shareholders.
Class M shares
* Initial sales charge of up to 3.25%
* Lower sales charges for larger investments of $50,000 or more
* No deferred sales charge
* Lower annual expenses, and higher dividends, than Class B (not offered in
Japan) shares because of lower 12b-1 fee
* Higher annual expenses, and lower dividends, than Class A (not offered in
Japan) shares because of higher 12b-1 fee
* No conversion to Class A(not offered in Japan) shares, so future 12b-1 fee
does not decrease
Initial sales charges for Class M shares
- -------------------------------------------------------------------------------
Class M sales charge
as a percentage of:
- -------------------------------------------------------------------------------
Amount of purchase Net amount Offering
at offering price ($) invested price *
- -------------------------------------------------------------------------------
Under 50,000 3.36% 3.25%
50,000 but under 100,000 2.30 2.25
100,000 but under 250,000 1.52 1.50
250,000 but under 500,000 1.01 1.00
500,000 but under 1,000,000 None None
1,000,000 and above None None
- -------------------------------------------------------------------------------
* Offering price includes sales charge.
Distribution (12b-1) plans. The Fund has adopted a distribution plan to
pay for the marketing of Fund shares and for services provided to
shareholders. The plan provides for payments at the annual rate (based on
average net assets) of up to 1.00% on Class M shares. The Trustees
currently limit payments on Class M shares to 0.50% of average net assets.
Because these fees are paid out of the Fund's assets on an ongoing basis,
they will increase the cost of the investor's investment. The higher fees
Class M shares may cost investors more than paying the initial sales charge
for Class A shares. Because Class M shares, unlike Class B shares, do not
convert to Class A shares, Class M shares may cost investors more over time
than Class B shares.
An investor may be eligible to buy class M shares at reduced sales charges.
For fiscal 1998 and 1999, Putnam Mutual Funds Corp. received $55,023,123 and
$24,525,681, respectively, in sales charges for Class M shares, of which it
retained $4,512,426 and $1,967,295, respectively.
b. Sales in Japan
In Japan, Shares of the Fund are offered on any Business Day and any business
day of securities company in Japan during the Subscription Period mentioned
in "Section 8. Period of Subscription, Part I Information concerning
Securities" of a securities registration statement pursuant to the terms set
forth in "Part I. Information concerning Securities" of the relevant
securities registration statement. A Sales Handling Company shall provide to
the investors a Contract Concerning a Foreign Securities Transactions Account
and other prescribed contracts (the "Account Contract") and receive from such
investors an application for requesting the opening of a transactions account
under the Account Contract. Purchase may be made in the minimum investment
amount of 200 shares and in integral multiples of 100 shares.
The issue price for Shares during the Subscription period shall be, in
principal, the Net Asset Value per Share next calculated on the day on which
the Fund has received such application. The Trade Day in Japan is the day
when the Sales Handling Company confirms the execution of the order
(ordinarily the business day in Japan next following the placement of orders),
and payment and delivery shall be made on the fourth Business Day after and
including the Trade Day. The sales charge in Japan shall be 3% of the amount
obtained by deduction of the amount equivalent to 3% of the public offering
price from such price (hereinafter referred to as the "Sales Price"). Any
amount, which is over the net asset value, of the Sales Price shall be
retained by Putnam Mutual Fund Corp., principal underwriter of the Fund.
The public offering price means the amount calculated by dividing the net
asset value by (1- 0.0325) and rounded to three decimal places.
Investors having entrusted a Sales Handling Company with safekeeping of the
certificates for Fund shares will receive a certificate of safekeeping in
exchange for the purchase price. In such case payment shall be made in yen
in principal and the applicable exchange rate shall be the exchange rate
determined by such Sales Handling Company to be based on the foreign exchange
rate quoted in the Tokyo Foreign Exchange Market on the Trade Day. The
payment may be made in dollars to the extent that the Sales Handling Companies
can agree.
In addition, Sales Handling Companies in Japan who are members of the Japan
Securities Dealers' Association cannot continue sales of the Shares in Japan
when the net assets of the Fund are less than [YEN] 100,000,000 or the Shares
otherwise cease to comply with the "Standards of Selection of Foreign
Investment Fund Securities" in the "Regulations Concerning the Transactions
of Foreign Securities" established by the Association.
(2) Repurchase of Shares:
a. Repurchase in the United States
Investors residing in the U.S. can sell their shares back to the Fund any day
the New York Stock Exchange is open, either through the investor's financial
advisor or directly to the Fund. Payment for redemptions may be delayed
until the Fund collects the purchase price of shares, which may take up to
15 calendar days after the purchase date.
* Selling shares through the investor's financial advisor. The investor's
advisor must receive the investor's request in proper form before the close
of regular trading on the New York Stock Exchange for the investor to receive
that day's NAV, less any applicable deferred sales charge. The investor's
advisor will be responsible for furnishing all necessary documents to Putnam
Investor Services on a timely basis and may charge investors for his or her
services.
* Selling shares directly to the Fund. Putnam Investor Services must receive
the investor's request in proper form before the close of regular trading on
the New York Stock Exchange in order for the investor to receive that day's
NAV, less any applicable sales charge.
By mail. Send a signed letter of instruction to Putnam Investor Services.
If the investor has certificates for the shares he or she wants to sell,
investors must include them along with completed stock power forms.
By telephone. The investor may use Putnam's telephone redemption privilege
to redeem shares valued at less than $100,000 unless the investor has notified
Putnam Investor Services of an address change within the preceding 15 days,
in which case other requirements may apply. Unless the investor indicates
otherwise on the account application, Putnam Investor Services will be
authorized to accept redemption and transfer instructions received by
telephone.
The telephone redemption privilege is not available if there are certificates
for the investor's shares. The telephone redemption privilege may be modified
or terminated without notice.
* Additional requirements. In certain situations, for example, if the investor
sells shares with a value of $100,000 or more, the signatures of all
registered owners or their legal representatives must be guaranteed by a
bank, broker-dealer or certain other financial institutions. In addition,
Putnam Investor Services usually requires additional documents for the sale
of shares by a corporation, partnership, agent or fiduciary, or a surviving
joint owner. For more information concerning Putnam's signature guarantee
and documentation requirements, the investor should contact Putnam Investor
Services.
* When will the fund pay the investor? The Fund generally sends the investor
payment for his or her shares the business day after the investor's request
is received. Under unusual circumstances, the Fund may suspend redemptions,
or postpone payment for more than seven days as permitted by federal
securities laws.
* Redemption by the Fund. If an investor owns fewer shares than the minimum
set by the Trustees (presently 20 shares), the Fund may redeem the investor's
shares without the investor's permission and send the investor the proceeds.
The Fund may also redeem shares if an investor owns shares more than a
maximum amount set by the Trustees. There is presently no maximum, but the
Trustees could set a maximum that applies to both present and future
shareholders.
b. Repurchase in Japan
Shareholders in Japan may at any time request repurchase of their Shares.
Repurchase requests in Japan may be made to Investor Servicing Agent through
the Sales Handling Company on a Fund Business Day that is business day of
securities companies in Japan without a contingent deferred sales charge.
Repurchases (other than repurchases of all of an investor's Fund Shares) shall
be made only in integral multiples of 100 shares.
The price a shareholder in Japan will receive is the next net asset value
calculated after the Fund receives the repurchase request from Kankaku. The
price shall be paid in yen through the Sales Handling Companies pursuant to
the Contracts or, if the Sales Handling Companies agree, in dollars. Payment
for repurchase proceeds shall generally be made on the fourth business day of
securities companies in Japan after and including the Trade Day.
(3) Suspension of Repurchase:
The Fund may suspend shareholders' right of redemption, or postpone payment for
more than seven days, if the New York Stock Exchange is closed for other than
customary weekends or holidays, or if permitted by the rules of the U.S.
Securities and Exchange Commission during periods when trading on the Exchange
is restricted or during any emergency which makes it impracticable for the Fund
to dispose of its securities or to determine fairly the value of its net
assets, or during any other period permitted by order of the U.S. Securities
and Exchange Commission for protection of investors.
(4) Custody of Shares:
Share certificates shall be held by Shareholders at their own risk.
The custody of the Share certificates (if issued) representing Shares sold to
Japanese Shareholders shall, unless otherwise instructed by the Shareholder, be
held, in the name of the custodian, by the custodian of Kankaku. Certificates
of custody for the Shares shall be delivered by the Sales Handling Companies
to the Japanese Shareholders.
D. Miscellaneous:
(1) Duration and Liquidation:
Unless terminated, the Fund shall continue without limitation of time. The
Fund may be terminated at any time by vote of Shareholders holding at least
66 2/3% of the Shares entitled to vote or by the Trustees of the Fund by
written notice to the Shareholders.
(2) Accounting Year:
The accounts of the Fund will be closed each year on 31st October.
(3) Authorized Shares:
There is no prescribed authorized number of Shares, and Shares may be issued
from time to time.
(4) Agreement and Declaration of Trust:
Originals or copies of the Agreement and Declaration of Trust, as amended,
are maintained in the office of the Fund and are made available for public
inspection for the Shareholders. Originals or copies of the Agreement and
Declaration of Trust, as amended, are on file in the United States with the
Secretary of State of The Commonwealth of Massachusetts and with the Clerk of
the City of Boston.
The Agreement and Declaration of Trust may be amended at any time by an
instrument in writing signed by a majority of the then Trustees when authorized
to do so by vote of Shareholders holding a majority of the Shares entitled to
vote, except that an amendment which shall affect the holders of one or more
series or classes of Shares but not the holders of all outstanding series and
classes shall be authorized by vote of the Shareholders holding a majority of
the Shares entitled to vote of each series and class affected and no vote of
Shareholders of a series or class not affected shall be required. Amendments
having the purpose of changing the name of the Fund or of supplying any
omission, curing any ambiguity or curing, correcting or supplementing any
defective or inconsistent provision contained herein shall not require
authorization by Shareholder vote.
In Japan, material changes in the Agreement and Declaration of Trust shall
be published and notice thereof shall be sent to the Japanese Shareholders.
(5) Issue of Warrants, Subscription Rights, etc.:
The Fund may not grant privileges to purchase shares of the Fund to
shareholders or investors by issuing warrants, subscription rights or options,
or other similar rights.
(6) How Performance Is Shown:
Fund advertisements may, from time to time, include performance information.
"Yield" is calculated by dividing the annualized net investment income per
share during a recent 30-day period by the maximum public offering price per
share on the last day of that period.
For purposes of calculating yield, net investment income is calculated in
accordance with U.S. Securities and Exchange Commission regulations and may
differ from net investment income as determined for financial reporting
purposes. U.S. Securities and Exchange Commission regulations require that
net investment income be calculated on a "yield-to-maturity" basis, which has
the effect of amortizing any premiums or discounts in the current market
value of fixed-income securities. The current dividend rate is based on net
investment income as determined for tax purposes, which may not reflect
amortization in the same manner.
Yield is based on the price of the shares, including the maximum initial
sales charge.
"Total return" for the one-, five- and ten-year periods (or for the life of
the Fund, if shorter) through the most recent calendar quarter represents the
average annual compounded rate of return on an investment of $1,000 in the
Fund invested at the maximum public offering price. Total return may also be
presented for other periods or based on investment at reduced sales charge
levels. Any quotation of investment performance not reflecting the maximum
initial sales charge or contingent deferred sales charge would be reduced if
the sales charge were used. For the one-year, five-year and ten-year periods
ended October 31, 1999 the average annual total return for Class M shares of
the Fund was -3.51%, 5.68% and 6.71%, respectively. Returns for Class M
shares reflect the deduction of the current maximum initial sales charge of
3.25% for Class M shares. Returns shown for Class M shares for periods prior
to December 14, 1994 are derived from the historical performance of Class A
shares, adjusted to reflect both the deduction of the initial sales charge
and the higher operating expenses applicable to Class M shares. The 30-day
yield for the Class M shares of the Fund for the period ended October 31, 1999
was 6.29%.
All data are based on past investment results and do not predict future
performance. Investment performance, which will vary, is based on many
factors, including market conditions, portfolio composition, Fund operating
expenses and which class of shares the investor purchases. Investment
performance also often reflects the risks associated with the Fund's
investment objective and policies. These factors should be considered when
comparing the Fund's investment results with those of other mutual funds and
other investment vehicles.
Quotations of investment performance for any period when an expense limitation
was in effect will be greater than if the limitation had not been in effect.
Fund performance may be compared to that of various indexes.
(B) Outline of Disclosure System:
(1) Disclosure in U.S.A.:
(i) Disclosure to shareholders
In accordance with the Investment Company Act of 1940, the investment fund
is required to send to its shareholders annual and semi-annual reports
containing financial information.
(ii) Disclosure to the SEC
The investment fund has filed a registration statement with the SEC on
Form N-1A; the Fund updates that registration statement periodically in
accordance with the Investment Company Act of 1940.
(2) Disclosure in Japan:
a. Disclosure to the Supervisory Authority:
(i) Disclosure Required under the Securities and Exchange Law:
When the Fund intends to offer the Shares amounting to more than certain
amount in Japan, it shall submit to the Director of Kanto Local Finance Bureau
of the Ministry of Finance of Japan securities registration statements together
with the copies of the Agreement and Declaration of the Fund and the agreements
with major related companies as attachments thereto. The said documents are
made available for public inspection for investors and any other persons who
desire at Kanto Local Finance Bureau of the Ministry of Finance.
The Sales Handling Companies of the Shares shall deliver to the investors
prospectuses the contents of which are substantially identical to Part I and
Part II of the securities registration statements. For the purpose of
disclosure of the financial conditions, etc., the Trustees shall submit to the
Director of Kanto Local Finance Bureau of the Ministry of Finance of Japan
securities reports within 6 months of the end of each fiscal year, semi-annual
reports within 3 months of the end of each semi-annual period and extraordinary
reports from time to time when changes occur as to material subjects of the
Fund. These documents are available for public inspection for the investors
and any other persons who desire at Kanto Local Finance Bureau of the Ministry
of Finance.
(ii) Notifications, etc. under the Law Concerning Securities Investment Trusts
and Securities Investment Companies
Prior to offering of Shares for sale, the Management Company must file in
advance the prescribed matters on the Fund with the Commissioner of Financial
Supervisory Agent under the Law Concerning Securities Investment Trusts and
Securities Investment Companies (the Law No.198, 1951) (hereinafter referred
to the "Investment Trusts Law"). In addition, if the Management Company amends
the Management Regulations of the Fund, it must file in advance such amendment
and the details thereof with the Commissioner of Financial Supervisory Agent.
Further, the Management Company must prepare the Management Report on the
prescribed matters concerning the assets of the Fund under the Investment
Trusts Law immediately after the end of each calculation period of the Fund
and must file such Report with the Commissioner of Financial Supervisory
Agent.
b. Disclosure to Japanese Shareholders:
If the Management Company makes any amendment to the Management Regulations of
the Fund, the substance of which is important, it must give in advance public
notice concerning its intention to make such amendment and the substance of
such amendment at least 30 days prior to such amendment, and must deliver the
written documents containing the above matters to the unitholders known in
Japan. Provided, however, that if the said written documents are delivered to
all the unitholders in Japan, the relevant public notice is not required to be
given.
The Japanese Shareholders will be notified of the material facts which would
change their position and of notices from the Trustees, through the Sales
Handling Companies.
The above-described Management Report on the Fund will be sent to the
unitholders known in Japan.
(C) Restrictions on Transactions with Interested Parties:
Portfolio securities of the Fund may not be purchased from or sold or loaned
to any Trustee of the Fund, Putnam Investment Management, Inc., acting as
investment adviser of the Fund, or any affiliate thereof or any of their
directors, officers, or employees, or any major shareholder thereof (meaning a
shareholder who holds to the actual knowledge of Investment Management Company,
on his own account whether in his own or other name (as well as a nominee's
name), 10% or more of the total issued outstanding shares of such a company)
acting as principal or for their own account unless the transaction is made
within the investment restrictions set forth in the Fund's prospectus and
statement of additional information and either (i) at a price determined by
current publicly available quotations (including a dealer quotation) or (ii)
at competitive prices or interest rates prevailing from time to time on
internationally recognized securities markets or internationally recognized
money markets (including a dealer quotation).
4. INFORMATION CONCERNING THE EXERCISE OF RIGHTS BY SHAREHOLDERS, ETC.
(A) Rights of Shareholders and Procedures for Their Exercise:
Shareholders must register their shares in their own name in order to exercise
directly their rights as Shareholders. Therefore, the Shareholders in Japan
who entrust the custody of their Shares to the Sales Handling Company cannot
exercise directly their Shareholder rights, because their Shares are registered
in the name of the custodian. Shareholders in Japan may have the Sales
Handling Companies exercise their rights on their behalf in accordance with
the Account Agreement with the Sales Handling Companies.
Shareholders in Japan who do not entrust the custody of their Shares to the
Sales Handling Companies may exercise their rights in accordance with their
own arrangement under their own responsibility.
The major rights enjoyed by Shareholders are as follows:
(i) Voting rights
Each share has one vote, with fractional shares voting proportionally. Shares
of each class will vote together as a single class except when otherwise
required by law or as determined by the Trustees. Although the Fund is not
required to hold annual meetings of its shareholders, shareholders holding at
least 10% of the outstanding shares entitled to vote have the right to call a
meeting to elect or remove Trustees, or to take other actions as provided in
the Agreement and Declaration of Trust.
(ii) Repurchase rights
Shareholders are entitled to request repurchase of Shares at their Net Asset
Value at any time.
(iii) Rights to receive dividends
Shareholders generally receive any distribution from net investment income
monthly and any net realized capital gains at least annually. Distributions
from capital gains are made after applying any available capital loss
carryovers.
Shareholders may choose three distribution options, although investors in Japan
may only choose the last alternative.
* Reinvest all distributions in additional shares without a sales charge;
* Receive distributions from net investment income in cash while reinvesting
capital gains distributions in additional shares without a sales charge; or
* Receive all distributions in cash.
(iv) Right to receive distributions upon dissolution
Shareholders are entitled to receive distributions upon dissolution in
proportion to the number of shares then held by them, except as otherwise
required.
(v) Right to inspect accounting books and the like
Shareholders are entitled to inspect the Agreement and Declaration of Trust,
the accounting books at the discretion of the Court and the minutes of any
shareholders' meetings.
(vi) Right to transfer shares
Shares are transferable without restriction except as limited by applicable
law.
(vii) Rights with respect to the U.S. registration statement
If, under the 1933 Act, there is, at any time it became effective, any false
statement concerning any material fact in the U.S. registration statement,
or any omission of any statement of material fact required to be stated
therein or necessary in order to make the statements made therein not
misleading, shareholders are generally entitled to institute a lawsuit,
against the person who had signed the relevant Registration Statement, the
trustees of the issuer (or any person placed in the same position), any
person involved in preparing such Statement or any underwriter of the relevant
shares.
(B) Tax Treatment of Shareholders in Japan:
The tax treatment of Shareholders in Japan shall be as follows:
(1) The distributions to be made by the Fund will be treated as
distributions made by a domestic investment trust.
a. The distributions to be made by the Fund to Japanese individual
shareholders will be subject to separate taxation from other income (i.e.
withholding of income tax at the rate of 15% and withholding of local taxes
at the rate of 5% in Japan). In this case, no report concerning
distributions will be filed with the Japanese tax authorities.
b. The distributions to be made by the Fund to Japanese corporate
shareholders will be subject to withholding of income tax at the rate of
15% and to withholding of local taxes at the rate of 5% in Japan. In
certain cases, the Paying Handling Companies will prepare a report
concerning distributions and file such report with the Japanese tax
authorities.
c. Net investment returns such as dividends, etc. and distributions of
short-term net realized capital gain, among distributions on Shares of the
Fund, will be, in principle, subject to withholding of U.S. federal income
tax at the rate of 15% and the amount obtained after such deduction will be
paid in Japan.
Distributions of long-term net realized capital gain will not be subject to
withholding of U.S. federal income tax and the full amount thereof will be
paid in Japan. The amount subject to withholding of U.S. federal income tax
may be deducted from the tax levied on a foreign entity in Japan.
The Japanese withholding tax imposed on distributions as referred to in a.
and b. above will be collected by way of so-called "difference collecting
method". In this method only the difference between the amount equivalent
to 20% of the distributions before U.S. withholding tax and the amount of
U.S. withholding tax withheld in the U.S. will be collected in Japan.
(2) The provisions of Japanese tax laws giving the privilege of a certain
deduction from taxable income to corporations, which may apply to dividends
paid by a domestic corporation, shall not apply.
(3) Capital gains and losses arising from purchase and repurchase of the
Shares shall be treated in the same way as those arising from purchase and
sale of a domestic investment trust. The distribution of the net
liquidation assets shall be also treated in the same way as those arising
from liquidation of a domestic investment trust.
(4) The Japanese securities transaction tax will not be imposed so far as
the transactions concerned are conducted outside Japan. Such tax, however,
is applicable to dealers' transactions for their own account and to
privately negotiated transactions conducted in Japan.
(C) Foreign Exchange Control in the United States:
In the United States, there are no foreign exchange control restrictions on
remittance of dividends, repurchase money, etc. of the Shares to Japanese
Shareholders.
(D) Agent in Japan:
Hamada & Matsumoto
Kasumigaseki Building, 25th Floor
2-5, Kasumigaseki 3-chome
Chiyoda-ku, Tokyo
The foregoing law firm is the true and lawful agent of the Fund to represent
and act for the Fund in Japan for the purpose of;
(1) the receipt of any and all communications, claims, actions, proceedings
and processes as to matters involving problems under the laws and the rules
and regulations of the JSDA and
(2) representation in and out of court in connection with any and all
disputes, controversies or differences regarding the transactions relating
to the public offering, sale and repurchase in Japan of the Shares of the
Fund.
The agent for the registration with the Director of Kanto Local Finance Bureau
of the Ministry of Finance of Japan of the continuous disclosure and for the
filing of the notification with the Commissioner of the Financial Supervisory
Agency is each of the following persons:
Harume Nakano
Ken Miura
Attorneys-at-law
Hamada & Matsumoto
Kasumigaseki Building, 25th Floor
2-5, Kasumigaseki, 3-chome
Chiyoda-ku, Tokyo
(E) Jurisdiction:
Limited only to litigation brought by Japanese investors regarding transactions
relating to (D)(2) above, the Fund has agreed that the following court has
jurisdiction over such litigation and the Japanese law is applicable thereto:
Tokyo District Court
1-4, Kasumigaseki 1-chome
Chiyoda-ku, Tokyo
<TABLE>
<CAPTION>
5. STATUS OF INVESTMENT FUND
(1) Diversification of Investment Fund:
(As of January 31, 2000)
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C>
Types of Assets Name of Country Total U.S. Dollars Investment Ratio (%)
- ---------------------------------------------------------------------------------------
Corporate Bonds United States 1,780,585,223 55.11
Canada 52,620,657 1.63
Norway 25,987,315 0.80
Netherlands 6,734,455 0.21
United Kingdom 4,460,025 0.14
Finland 1,739,156 0.05
Cayman Islands 1,215,400 0.04
Bermuda 1,105,650 0.03
Greece 552,000 0.02
- ---------------------------------------------------------------------------------------
Sub-total 1,874,999,881 58.04
- ---------------------------------------------------------------------------------------
US Government
Obligations United States 568,041,263 17.58
- ---------------------------------------------------------------------------------------
Collateralized
Mortgage
Obligations United States 552,469,677 17.10
- ---------------------------------------------------------------------------------------
Foreign Government
Bonds Canada 21,893,042 0.68
United Kingdom 21,478,069 0.66
- ---------------------------------------------------------------------------------------
Sub-total 43,371,111 1.34
- ---------------------------------------------------------------------------------------
Asset Backed
Securities United States 40,341,165 1.25
- ---------------------------------------------------------------------------------------
Preferred Stock United States 16,338,742 0.51
Cayman Islands 14,623,729 0.45
Germany 3,458,050 0.11
- ---------------------------------------------------------------------------------------
Sub-total 34,420,521 1.07
- ---------------------------------------------------------------------------------------
Convertible Bonds United States 1,414,500 0.04
- ---------------------------------------------------------------------------------------
Common Stock United States 1,401,844 0.04
- ---------------------------------------------------------------------------------------
Warrants Netherlands 187,000 0.01
Ireland 58,500 0.00
United States 28,728 0.00
- ---------------------------------------------------------------------------------------
Sub-total 274,228 0.01
- ---------------------------------------------------------------------------------------
Convertible
Preferred Stocks United States 83,545 0.00
- ---------------------------------------------------------------------------------------
Cash, Deposit and
Other Assets
(After deduction
of liabilities) 113,907,744 3.53
- ---------------------------------------------------------------------------------------
Total 3,230,725,479 100.00
- ---------------------------------------------------------------------------------------
(Net Asset Value) (JPY345,688 million)
- ---------------------------------------------------------------------------------------
</TABLE>
Note 1: Investment ratio is calculated by dividing each assets at its market
value by the total Net Asset Value of the Fund. The same applies hereinafter.
Note 2: Details of the rating for the bonds invested by the Fund as of the end
of January, 2000 are as follows:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
CCC/C Not
Rating AAA AA A BBB BB B C/C rated Total
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------
Percentage (%) 36.82 4.81 20.73 24.98 10.09 2.31 0.11 0.15 100.00
- ------------------------------------------------------------------------------------
</TABLE>
(B) Results of Past Operations
(1) Record of Changes in Net Assets (Class M Shares)
Record of changes in net assets at the end of the following fiscal years and
at the end of each month within one year prior to the end of January, 2000 is
as follows:
<TABLE>
<CAPTION>
Total Net Asset Value Net Asset Value per Share
- -------------------------------------------------------------------------------------
Dollar Yen Dollar Yen
(thousands) (millions)
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1st Fiscal Year 7,673 821 7.04 753.28
(October 31, 1995)
- -------------------------------------------------------------------------------------
2nd Fiscal Year 18,937 2,026 6.99 747.93
(October 31, 1996)
- -------------------------------------------------------------------------------------
3rd Fiscal Year 368,297 39,408 7.11 760.77
(October 31, 1997)
- -------------------------------------------------------------------------------------
4th Fiscal Year 1,188,620 127,182 6.84 731.88
(October 31, 1998)
- -------------------------------------------------------------------------------------
5th Fiscal Year 1,623,061 173,668 6.41 685.87
(October 31, 1999)
- -------------------------------------------------------------------------------------
1999 End of February 1,600,756 171,281 6.72 719.04
March 1,751,131 187,371 6.74 721.18
April 1,756,464 187,942 6.73 720.11
May 1,708,211 182,779 6.61 707.27
June 1,695,754 181,446 6.53 698.71
July 1,673,420 179,056 6.46 691.22
August 1,657,990 177,405 6.41 685.87
September 1,648,714 176,412 6.44 689.08
October 1,623,061 173,668 6.41 685.87
November 1,598,126 170,999 6.37 681.59
December 1,569,302 167,915 6.32 676.24
2000 End of January 1,511,575 161,739 6.28 671.96
- -------------------------------------------------------------------------------------
</TABLE>
In addition, as of December 14, 1994 the total net asset value is $1,005
(\107,535) and net asset value per share was $6.50 (\696), and as of
February 29, 2000 the total net asset value is $1,487,332,670
(\159,144,595,690) and net asset value per share was $6.30 (\674)
(Note) Operations of Class M Shares were commenced on December 14, 1994.
(2) Record of Distributions Paid
Amount of Dividend
Period paid per Share
- ----------------------------------------------------------------
1st Fiscal Year (12/14/94 - 10/31/95) $0.43 (JPY 46)
- ----------------------------------------------------------------
2nd Fiscal Year (11/1/95-10/31/96) $0.45 (JPY 48)
- ----------------------------------------------------------------
3rd Fiscal Year (11/1/96-10/31/97) $0.47 (JPY 50)
- ----------------------------------------------------------------
4th Fiscal Year (11/1/97-10/31/98) $0.46 (JPY 49)
- ----------------------------------------------------------------
5th Fiscal Year (11/1/98-10/31/99) $0.41 (JPY 44)
- ----------------------------------------------------------------
<TABLE>
<CAPTION>
(Note) Record of distribution paid from February 1998 to January 2000 are
as follows:
Net Asset Value per Share
Dividend Record as of the Record Date
Month/Year Dollar Yen Date Dollar Yen
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1998 End of February 0.036 3.852 2/13/98 7.12 762
March 0.036 3.852 3/13/98 7.08 758
April 0.036 3.852 4/14/98 7.10 760
May 0.036 3.852 5/14/98 7.08 758
June 0.035 3.745 6/12/98 7.14 764
July 0.035 3.745 7/14/98 7.10 760
August 0.035 3.745 8/14/98 7.05 754
September 0.036 3.852 9/14/98 6.94 743
October 0.036 3.852 10/14/98 6.88 736
November 0.036 3.852 11/13/98 6.81 729
December 0.036 3.852 12/17/98 6.93 742
1999 End of January 0.036 3.852 1/14/99 6.91 739
February 0.034 3.638 2/12/99 6.79 727
March 0.034 3.638 3/12/99 6.76 723
April 0.034 3.638 4/14/99 6.80 728
May 0.034 3.638 5/14/99 6.65 712
June 0.034 3.638 6/14/99 6.51 697
July 0.034 3.638 7/14/99 6.58 704
August 0.034 3.638 8/13/99 6.43 688
September 0.034 3.638 9/14/99 6.43 688
October 0.034 3.638 10/14/99 6.37 682
November 0.034 3.638 11/12/99 6.46 691
December 0.034 3.638 12/14/99 6.39 684
2000 End of January 0.034 3.638 1/14/00 6.28 672
- ---------------------------------------------------------------------------------------
</TABLE>
(C) Record of Sales and Repurchases
<TABLE>
<CAPTION>
Record of sales and repurchases during the following fiscal years and number
of outstanding Shares of the Fund as of the end of such Fiscal Years are as
follows:
- ---------------------------------------------------------------------------------------
Number of Number of Shares Number of Outstanding
Shares Sold Repurchased Shares
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C>
1st Fiscal Year 1,163,283 73,164 1,090,119
(12/14/94-10/31/95) (0) (0) (0)
- ---------------------------------------------------------------------------------------
2nd Fiscal Year 2,435,804 816,055 2,709,868
(11/1/95-10/31/96) (0) (0) (0)
- ---------------------------------------------------------------------------------------
3rd Fiscal Year 50,402,587 1,311,388 51,801,067
(11/1/96-10/31/97) (47,615,400) (54,400) (47,561,000)
- ---------------------------------------------------------------------------------------
4th Fiscal Year 233,377,001 111,298,763 173,879,305
(11/1/97-10/31/98) (230,062,300) (109,664,400) (167,958,900)
- ---------------------------------------------------------------------------------------
5th Fiscal Year 109,817,914 30,394,471 253,302,748
(11/1/98-10/31/99) (107,116,700) (27,891,900) (247,183,700)
- ---------------------------------------------------------------------------------------
</TABLE>
Note: Shares have been sold in Japan since August 27, 1997.
II. OUTLINE OF THE FUND
1. Fund
(A) Law of Place of Incorporation
The Fund is a Massachusetts business trust organized in Massachusetts, U.S.A.
on August 13, 1982 as the successor to The Putnam Income Fund, Inc., a
Massachusetts corporation formed on October 13, 1954.
Chapter 182 of the Massachusetts General Laws prescribes the fundamental
matters in regard to the operations of certain business trusts constituting
voluntary associations under that chapter.
The Fund is an open-end, diversified management company under the Investment
Company Act of 1940.
(B) Outline of the Supervisory Authority
Refer to I - l (B) Outline of the Supervisory Authority.
(C) Purpose of the Fund
The purpose of the Fund is to provide investors a managed investment primarily
in securities, debt instruments and other instruments and rights of a financial
character.
(D) History of the Fund
October 13, 1954: Organization of the Fund as a
Massachusetts corporation.
August 13, 1982: Organization of the Fund as a
Massachusetts business trust.
Adoption of the Agreement and
Declaration of Trust.
April 7, 1989: Adoption of the Amended and Restated
Agreement and Declaration of Trust.
(E) Amount of Capital Stock
Not applicable.
(F) Structure of the management of the Fund
The Trustees are responsible for generally overseeing the conduct of the
Fund's business. The Agreement and Declaration of Trust provides that they
shall have all powers necessary or convenient to carry out that
responsibility. The number of Trustees is fixed by the Trustees and may
not be less than three. A Trustee may be elected either by the Trustees
or by the shareholders. At any meeting called for the purpose, a Trustee
may be removed by vote of two-thirds of the outstanding shares of the Fund.
Each Trustee elected by the Trustees or the shareholders shall serve until
he or she retires, resigns, is removed, or dies or until the next meeting of
shareholders called for the purpose of electing Trustees and until the
election and qualification of his or her successor.
The Trustees of the Fund are authorized by the Agreement and Declaration of
Trust to issue shares of the Fund in one or more series, each series being
preferred over all other series in respect of the assets allocated to that
series. The Trustees may, without shareholder approval, divide the shares
of any series into two or more classes, with such preferences and special or
relative rights and privileges as the Trustees may determine.
Under the Agreement and Declaration of Trust the shareholders shall have
power, as and to the extent provided therein, to vote only (i) for the
election of Trustees, to the extent provided therein (ii) for the removal of
Trustees, to the extent provided therein (iii) with respect to any investment
adviser, to the extent provided therein (iv) with respect to any termination
of the Fund, to the extent provided therein (v) with respect to certain
amendments of the Agreement and Declaration of Trust, (vi) to the same extent
as the stockholders of a Massachusetts business corporation as to whether or
not a court action, proceeding, or claim should or should not be brought or
maintained derivatively or as a class action on behalf of the Fund or the
shareholders, and (vii) with respect to such additional matters relating to
the Fund as may be required by the Agreement and Declaration of Trust, the
Bylaws of the Fund, or any registration of the Fund with the U.S. Securities
and Exchange Commission (or any successor agency) or any state, or as the
Trustees may consider necessary or desirable. Certain of the foregoing
actions may, in addition, be taken by the Trustees without vote of the
shareholders of the Fund.
On any matter submitted to a vote of shareholders, all shares of the Fund
then entitled to vote are voted in the aggregate as a single class without
regard to series or classes of shares, except (1) when required by the
Investment Company Act of 1940, as amended, or when the Trustees shall have
determined that the matter affects one or more series or classes of shares
materially differently, shares are voted by individual series or class; and
(2) when the Trustees have determined that the matter affects on the interests
of one or more series or classes, then only shareholders of such series or
classes are entitled to vote thereon. There is no cumulative voting.
Meetings of shareholders may be called by the Clerk whenever ordered by the
Trustees, the Chairman of the Trustees, or requested in writing by the holder
or holders of at least one-tenth of the outstanding shares entitled to vote
at the meeting. Written notice of any meeting of shareholders must be given
by mailing the notice at least seven days before the meeting. Thirty percent
of shares entitled to vote on a particular matter is a quorum for the
transaction of business on that matter at a shareholders' meeting, except
that, where any provision of law or of the Agreement and Declaration of Trust
permits or requires that holders of any series or class vote as an individual
series or class, then thirty percent of the aggregate number of shares of
that series or class entitled to vote are necessary to constitute a quorum for
the transaction of business by that series or class. For the purpose of
determining the shareholders of any class or series of shares who are entitled
to vote or act at any meeting, or who are entitled to receive payment of any
dividend or other distribution, the Trustees are authorized to fix record
dates, which may not be more then 90 days before the date of any meeting of
shareholders or more than 60 days before the date of payment of any dividend
or other distribution.
The Trustees are authorized by the Agreement and Declaration of Trust to adopt
Bylaws not inconsistent with the Agreement and Declaration of Trust providing
for the conduct of the business of the Fund. The Bylaws contemplate that the
Trustees shall elect a Chairman of the Trustees, the President, the
Treasurer, and the Clerk of the Fund, and that other officers, if any, may be
elected or appointed by the Trustees at any time. The Bylaws may be amended
or repealed, in whole or in part, by a majority of the Trustees then in office
at any meeting of the Trustees, or by one or more writings signed by such a
majority.
Regular meetings of the Trustees may be held without call or notice at such
places and at such times as the Trustees may from time to time determine. It
shall be sufficient notice to a Trustee of a special meeting to send notice by
mail at least forty-eight hours or by telegram at least twenty-four hours
before the meeting or to give notice to him or her in person or by telephone
at least twenty-four hours before the meeting.
At any meeting of Trustees, a majority of the Trustees then in office shall
constitute a quorum. Except as otherwise provided in the Agreement and
Declaration of Trust or Bylaws, any action to be taken by the Trustees may be
taken by a majority of the Trustees present at a meeting (a quorum being
present), or by written consents of a majority of the Trustees then in office.
Subject to a favorable majority shareholder vote (as defined in the Agreement
and Declaration of Trust), the Trustees may contract for exclusive or
nonexclusive advisory and/or management services with any corporation, trust,
association, or other organization.
The Agreement and Declaration of Trust contains provisions for the
indemnification of Trustees, officers, and shareholders of the Fund under
the circumstances and on the terms specified therein.
The Fund may be terminated at any time by vote of shareholders holding at
least two-thirds of the shares entitled to vote or by the trustees by written
notice to the shareholders. Any series of shares may be terminated at any
time by vote of shareholders holding at least two-thirds of the shares of
such series entitled to vote or by the Trustees by written notice to the
shareholders of such series.
The foregoing is a general summary of certain provisions of the Agreement
and Declaration of Trust and Bylaws of the Fund, and is qualified in its
entirety by reference to each of those documents.
(G) Information Concerning Major Shareholders
Not applicable.
(H) Information Concerning Directors, Officers and Employees
<TABLE>
<CAPTION>
(1) Trustees and Officers of the Fund (as of January 31, 2000)
- ------------------------------------------------------------------------------------
Shares
Name Office and Title Resume Owned
- ------------------------------------------------------------------------------------
<S> <C> <C> <C>
George Putnam Chairman and present: Chairman and Director 0
President of Putnam Management
and Putnam Mutual
Funds Corp. Director,
Marsh & McLennan
Companies, Inc.
- ------------------------------------------------------------------------------------
William F. Pounds Vice Chairman present: Professor Emeritus of 31,478
Management, Alfred P.
Sloan School of
Management,
Massachusetts
Institute of
Technology
- ------------------------------------------------------------------------------------
Jameson Adkins Baxter Trustee present: President, Baxter 1,010
Associates, Inc.
- ------------------------------------------------------------------------------------
Hans H. Estin Trustee present: Vice Chairman, North 399
American Management
Corp.
- ------------------------------------------------------------------------------------
John A. Hill Vice Chairman present: Chairman and Managing 705
Director, First Reserve
Corporation
- ------------------------------------------------------------------------------------
Ronald J. Jackson Trustee present: Former Chairman, 461
President and Chief
Executive Officer of
Fisher-Price, Inc.,
Trustee of Salem Hospital
and the Peabody Essex
Museum
- ------------------------------------------------------------------------------------
Paul. L. Joskow Trustee present: Professor of Economics 159
and Management and former
Chairman of the Department
of Economics at the
Massachusetts Institute
of Technology, Director,
New England Electric
System, State Farm
Indemnity Company and
Whitehead Institute for
Biomedical Reserach
- ------------------------------------------------------------------------------------
Elizabeth T. Kennan Trustee present: President Emeritus and 268
Professor, Mount Holyoke
College
- ------------------------------------------------------------------------------------
Lawrence J. Lasser Trustee and present: President, Chief 173
Vice President Executive Officer and
Director of Putnam
Investments, Inc. and
the Investment Management
Company Director, Marsh &
McLennan Companies, Inc.
- ------------------------------------------------------------------------------------
John H. Mullin, III Trustee present: Chairman and Chief 807
Executive Officer of
Ridgeway Farm, Director
of ACX Technologies,
Inc., Alex Brown Realty,
Inc. and The Liberty
Corporation
- ------------------------------------------------------------------------------------
Robert E. Patterson Trustee present: President and Trustee 1,122
of Cabot Industrial
Trust and Trustee of the
SEA Education Association
- ------------------------------------------------------------------------------------
George Putnam, III Trustee present: President, New 4,555
Generation Research, Inc.
- ------------------------------------------------------------------------------------
A.J.C. Smith Trustee present: Chairman and Chief 259
Executive Officer,
Marsh & McLennan
Companies, Inc.
- ------------------------------------------------------------------------------------
W. Thomas Stephens Trustee present: President and Chief 117
Executive Officer of
MacMillian Bloedel
Ltd., Director of
Mail-well Inc., Qwest
Communications, The Eagle
Picher Trust and New
Century Energies
- ------------------------------------------------------------------------------------
W. Nicholas Thorndike Trustee present: Director of various 17.3
corporations and
charitable
organizations, including
Data General Corporation,
Bradley Real Estate, Inc.
and Providence Journal Co.
Trustee of Cabot Industrial
Trust, Massachusetts
General Hospital and
Eastern Utilities
Associations
- ------------------------------------------------------------------------------------
Charles E. Porter Executive Vice present: Managing Director of 0
President Putnam Investments,
Inc. and Putnam
Investment Management
- ------------------------------------------------------------------------------------
Patricia C. Flaherty Senior Vice present: Senior Vice 0
President President of Putnam
Investments, Inc.
and Putnam Investment
Management
- ------------------------------------------------------------------------------------
Gordon H. Silver Vice President present: Director and Senior 0
Managing Director of
Putnam Investments, Inc.
and Putnam Investment
Management
- ------------------------------------------------------------------------------------
John D. Hughes Vice President present: Senior Vice President 0
and Treasurer of Putnam Investment
Management
- ------------------------------------------------------------------------------------
Ian C. Ferguson Vice President present: Senior Managing 0
Director of Putnam
Investments, Inc. and
Putnam Investment
Management
- ------------------------------------------------------------------------------------
John R. Verani Vice President present: Senior Vice President 0
of Putnam Investment,
Inc. and Putnam
Investment Management
- ------------------------------------------------------------------------------------
Stephen Oristaglio Vice President present: Managing Director of 0
Putnam Investments,
Inc. and Putnam
Investment Management
- ------------------------------------------------------------------------------------
Edward H. D'Alelio Vice President present: Managing Director of 0
Putnam Investments, Inc.
and Putnam Investment
Management
- ------------------------------------------------------------------------------------
James M. Prusko Vice President present: Senior Vice President 0
of Putnam Investments,
Inc. and Putnam
Investment Management
- ------------------------------------------------------------------------------------
</TABLE>
(2) Employees of the Fund
The Fund does not have any employees.
(I) Description of Business and Outline of Operation
The Fund may carry out any administrative and managerial act, including the
purchase, sale, subscription and exchange of any securities, and the exercise
of all rights directly or indirectly pertaining to the Fund's assets. The Fund
has retained Putnam Investment Management, Inc., the investment adviser, to
render investment advisory services and Putnam Fiduciary Trust Company, to hold
the assets of the Fund in custody and act as Investor Servicing Agent.
(J) Miscellaneous
(1) Changes of Trustees and Officers
Trustees may be removed or replaced by, among other things, a resolution
adopted by a vote of two-thirds of the outstanding shares at a meeting called
for the purpose. In the event of vacancy, the remaining Trustees may fill
such vacancy by appointing for the remaining term of the predecessor Trustee
such other person as they in their discretion shall see fit. The Trustees
may add to their number as they consider appropriate. The Trustees may elect
and remove officers as they consider appropriate.
(2) Amendment to the Agreement and Declaration of Trust
Generally, approval of shareholders is required to amend the Agreement and
Declaration of Trust, except for certain matters such as change of name,
curing any ambiguity or curing any defective or inconsistent provision.
(3) Litigation and Other Significant Events
Nothing which has or which would have a material adverse effect on the Fund
has occurred which is required to be disclosed and has not been disclosed.
The fiscal year end of the Fund is October 31. The Fund is established for
an indefinite period and may be dissolved at any time by vote of the
shareholders holding at least two-thirds of the shares entitled to vote or
by the Trustees by written notice to shareholders.
2. Putnam Investment Management, Inc. (Investment Management Company)
(A) Law of Place of Incorporation
Putnam is incorporated under the General Corporation Law of The
Commonwealth of Massachusetts, U.S.A. Its investment advisory business is
regulated under the Investment Advisers Act of 1940.
Under the Investment Advisers Act of 1940, an investment adviser means,
with certain exceptions, any person who, for compensation, engages in the
business of advising others, either directly or through publications or
writings, as to the value of securities or as to the advisability of
investing in, purchasing or selling securities, or who, for compensation
and as part of a regular business, issues analyses or reports concerning
securities. Investment advisers under the Act may not conduct their
business unless they are registered with the SEC.
(B) Outline of the Supervisory Authority
Investment Management Company is registered as an investment adviser under
the Investment Advisers Act of 1940.
(C) Purpose of the Company
Investment Management Company's sole business is investment management,
which includes the buying, selling, exchanging and trading of securities of
all descriptions on behalf of mutual funds in any part of the world.
(D) History of the Company
Investment Management Company is one of America's oldest and largest money
management firms. Investment Management Company's staff of experienced
portfolio managers and research analysts selects securities and constantly
supervises the fund's portfolio. By pooling an investor's money with that
of other investors, a greater variety of securities can be purchased than
would be the case individually: the resulting diversification helps reduce
investment risk. Investment Management Company has been managing mutual
funds since 1937. The firm serves as the Investment Management Company for
the funds in the Putnam Family, with nearly $284 billion in assets and
nearly 12 million shareholder accounts at January 31, 2000. An affiliate,
The Putnam Advisory Company, Inc., manages domestic and foreign
institutional accounts and mutual funds, including the accounts of many
Fortune 500 companies. Another affiliate, Putnam Fiduciary Trust Company,
provides investment advice to institutional clients under its banking and
fiduciary powers as well as shareholder and custody services to the Putnam
Funds.
Putnam Investment Management Inc., Putnam Mutual Funds and Putnam Fiduciary
Trust Company are subsidiaries of Putnam Investments, Inc., which is
located at One Post Office Square, Boston, Massachusetts 02109 and except
for a minority state owned by employees, is owned by Marsh & McLennan
Companies, Inc., a publicly-owned holding company whose principal
businesses are international insurance and reinsurance brokerage, employee
benefit consulting and investment management.
(E) Amount of Capital Stock (as of January 31, 2000)
1. Amount of Capital (issued capital stock at par value):
Common Stock 1,000 shares at $1 par value
2. Number of authorized shares of capital stock:
Common Stock 1,000 shares
3. Number of outstanding shares of capital stock:
Common Stock 1,000 shares
4. Amount of capital (for the purposes of this Item, "Amount of Capital"
means total stockholders' equity for the past five years:
Amount of Capital
Year (Total Stockholders' Equity)
- ------ ----------------------------
End of 1995 $45,521,351
End of 1996 $45,817,658
End of 1997 $48,617,160
End of 1998 $425,782,007
End of 1999 $879,639,862
(F) Structure of the Management of the Company
Investment Management Company is ultimately managed by its Board of
Directors, which is elected by its shareholders.
Each fund managed by Investment Management Company is managed by one or
more portfolio managers. These managers, in coordination with analysts who
research specific securities and other members of the relevant investment
group (in the case of the Fund, Investment Management Company's Fixed
Income Investments Group), provide a continuous investment program for the
Fund and place all orders for the purchase and sale of portfolio
securities.
The investment performance and portfolio of each Fund is overseen by its
Board of Trustees, a majority of whom are not affiliated with Investment
Management Company. The Trustees meet 11 times a year and review the
performance of each fund with its manager at least quarterly.
In selecting portfolio securities for the Fund, Investment Management
Company looks for securities that represent attractive values based on
careful issue-by-issue credit analysis and hundreds of onsite visits and
other contacts with issuers every year. Investment Management Company is
one of the largest managers of high yield and other debt securities in the
United States.
The following officer and the Core Fixed Income Team of Investment
Management Company have primary responsibility for the day-to-day
management of the Fund's portfolio. Mr. Prusko's length of service to the
Fund and his experience as a portfolio manager or investment analyst over
at least the last five years is shown:
(as of January 31, 2000)
- -------------------------------------------------------------------
Manager Since Experience
- -------------------------------------------------------------------
James M. Prusko 2000 1992 - Present Putnam Management.
Senior Vice President
- -------------------------------------------------------------------
(G) Information Concerning Major Stockholders
As of the end of January, 2000, all the outstanding shares of capital stock
of Investment Management Company were owned by Putnam Investments, Inc.
See subsection D above.
(H) Information Concerning Officers and Employees
The following table lists the names of various officers and directors of
Investment Management Company and their respective positions with
Investment Management Company. For each named individual, the table lists:
(i) any other organizations (excluding other Investment Management
Company's funds) with which the officer and/or director has recently had or
has substantial involvement; and (ii) positions held with such
organization:
[See List of Officers and Directors as per attached.]
(I) Summary of Business Lines and Business Operation
Investment Management Company is engaged in the business of providing
investment management and investment advisory services to mutual funds. As
of January 31, 2000, Investment Management Company managed, advised, and/or
administered the following 114 funds and fund portfolios (having an
aggregate net asset value of nearly $284 billion):
[see Fund List as per attached.]
(J) Miscellaneous
1. Election and Removal of Directors
Directors of Investment Management Company are elected to office or removed
from office by vote of either stockholders or directors, in accordance with
Articles of Organization and By-Laws of Investment Management Company.
2. Election and Removal of Officers
Officers are elected by the Board of Directors. The Board of Directors may
remove any officer without cause.
3. Supervision by SEC of Changes in Directors and Certain Officers
Investment Management Company files certain reports with the SEC in accordance
with Sections 203 and 204 of the Investment Advisers Act of 1940, which
reports list and provide certain information relating to directors and
officers of Investment Management Company.
Under Section 9 (b) of the Investment Company Act of 1940 SEC may prohibit
the directors and officers from remaining in office, if SEC will judge that
such directors and officers have willfully violated any provision of the
federal securities law.
4. Amendment to the Articles of Organization, Transfer of Business and
Other Important Matters.
a. Articles of Organization of Investment Management Company may be
amended, under the General Corporation Law of The Commonwealth of
Massachusetts, by appropriate shareholders' vote.
b. Under the General Corporation Law of The Commonwealth of Massachusetts,
transfer of business requires a vote of 2/3 of the stockholders entitled to
vote thereon.
c. Investment Management Company has no direct subsidiaries.
5. Litigation, etc.
There are no known facts, such as legal proceedings, which are expected to
materially affect the Fund and/or Investment Management Company within the
six-month period preceding the filing of this Registration Statement.
III. OUTLINE OF THE OTHER RELATED COMPANIES
(A) Putnam Fiduciary Trust Company (the Transfer Agent, Shareholder Service
Agent and Custodian)
(1) Amount of Capital
U.S.$42,918,520 (approximately [YEN] 4.6 billion) as of January 31, 2000
(2) Description of Business
Putnam Fiduciary Trust Company is a Massachusetts trust company and is a
wholly-owned subsidiary of Putnam Investments, Inc., parent of Putnam.
Putnam Fiduciary Trust Company has been providing paying agent and
shareholder service agent services to mutual funds, including the Fund,
since its inception and custody services since 1990.
(3) Outline of Business Relationship with the Fund
Putnam Fiduciary Trust Company provides transfer agent services,
shareholder services and custody services to the Fund.
(B) Putnam Mutual Funds Corp. (the Principal Underwriter)
(1) Amount of Capital
U.S.$124,721,023 (approximately [YEN] 13.3 billion) as of the end of January,
2000
(2) Description of Business
Putnam Mutual Funds Corp. is the Principal Underwriter of the shares of
Putnam Funds including the Fund.
(3) Outline of Business Relationship with the Fund
Putnam Mutual Funds Corp. engages in providing marketing services to the
Fund.
(C) Kankaku Securities Co., Ltd. (Distributor in Japan and Agent Company)
(1) Amount of Capital
[YEN] 76,052.37 million as of January 31, 2000
(2) Description of Business
Kankaku Securities Co., Ltd. is a diversified securities company in Japan.
Kankaku Securities Co., Ltd. engages in handling the sales and redemptions
of the fund shares for 4 offering foreign investment funds.
(3) The Company acts as a Distributor in Japan and Agent Company for the
Fund in connection with the offering of shares in Japan.
(D) Capital Relationships
100% of the shares of Putnam Investment Management, Inc. are held by Putnam
Investments, Inc.
(E) Interlocking Directors and Auditors
Names and functions of officers of the Fund who also are officers of the
related companies are as follows:
<TABLE>
<CAPTION>
(as of January 31, 2000)
- ----------------------------------------------------------------------------------------
Name of Investment Transfer Agent and
Officer or Management Shareholder Service
Trustee Fund Company Agent
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C>
George Chairman, Trustee Chairman and Director None
Putnam and President
- ----------------------------------------------------------------------------------------
Charles E. Executive Vice Managing Director None
Porter President
- ----------------------------------------------------------------------------------------
Patricia C. Senior Vice Senior Vice President None
Flaherty President
- ----------------------------------------------------------------------------------------
John D. Senior Vice Senior Vice President None
Hughes President and
Treasurer
- ----------------------------------------------------------------------------------------
Lawrence J. Trustee and Vice President and CEO None
Lasser President
- ----------------------------------------------------------------------------------------
Gordon H. Vice President Senior Managing Director
Silver Director
- ----------------------------------------------------------------------------------------
Ian C. Vice President Senior Managing None
Ferguson Director
- ----------------------------------------------------------------------------------------
Edward H. Vice President Managing Director None
D'Alelio
- ----------------------------------------------------------------------------------------
Stephen Vice President Managing Director None
Oristaglio
- ----------------------------------------------------------------------------------------
James M. Vice President Senior Vice None
Prusko President
- ----------------------------------------------------------------------------------------
</TABLE>
IV. FINANCIAL CONDITIONS OF THE FUND
1. FINANCIAL STATEMENTS
Financial highlights
The financial highlights table is intended to help investors understand the
Fund's recent financial performance. Certain information reflects financial
results for a single Fund share. The total returns represent the rate that
an investor would have earned or lost on an investment in the Fund, assuming
reinvestment of all dividends and distributions. This information for the
year ended October 31, 1999 has been derived from the Fund's financial
statements, which have been audited by KPMG LLP. Its report and the Fund's
Financial statements are included in the Fund's annual report to
shareholders, which is available upon request. The information for all
years prior to the year ended October 31, 1999 has been derived from the
Fund's financial statements, which have been audited by the Fund's previous
independent accountants, PricewaterhouseCoopers LLP.
<TABLE>
<CAPTION>
Financial highlights (For a share outstanding throughout the period)
For the period
Dec.14,
Year ended 1994+
October 31 Oct. 31
- -------------------------------------------------------------------------------------
1999 1998 1997 1996 1995
- -------------------------------------------------------------------------------------
Class M
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value,
beginning of period $6.84 $7.11 $6.99 $7.04 $6.50
- -------------------------------------------------------------------------------------
Investment operations
- -------------------------------------------------------------------------------------
Net investment income .38(c) .47(c) .43 .44 .43
Net realized and
unrealized gain (loss)
on investments (.40) (.28) .16 (.04) .54
- -------------------------------------------------------------------------------------
Total from investment operations (.02) .19 .59 .40 .97
- -------------------------------------------------------------------------------------
Less distributions:
From net investment income (.38) (.39) (.43) (.45) (.43)
In excess of net investment (.02) -- -- -- --
From net realized gain on -- (.04) (.04) -- --
From return of capital (.01) (.03) -- -- --
- -------------------------------------------------------------------------------------
Total distributions (.41) (.46) (.47) (.45) (.43)
- -------------------------------------------------------------------------------------
Net asset value,
end of period $6.41 $6.84 $7.11 $6.99 $7.04
- -------------------------------------------------------------------------------------
Total investment return
at net asset value (%) (a) (.26) 2.58 8.74 5.92 15.43*
- -------------------------------------------------------------------------------------
Net assets, end of period
(in thousands) $1,623,061 $1,188,620 $368,297 $18,937 $7,673
- -------------------------------------------------------------------------------------
Ratio of expenses to average
net assets (%) (b) 1.21 1.27 1.42 1.42 1.19*
Ratio of net investment
income to average net
assets (%) 5.68 6.53 5.76 6.28 5.17*
Portfolio turnover (%) 209.02 257.12 265.71 213.46 169.29
- -------------------------------------------------------------------------------------
+ Commencement of operations.
* Not annualized.
(a) Total investment return assumes dividend reinvestment and does not reflect the
effect of sales charges.
(b) The ratio of expenses to average net assets includes amounts paid through expense
offset arrangements.
(c) Per share net investment income has been determined on the basis of the weighted
average number of shares outstanding during the period.
</TABLE>
[The following financial documents are omitted here.]
[Statement of assets and liabilities October 31, 1999
Statement of operations Year ended October 31, 1999
Statement of changes in net assets
Financial highlights (For a share outstanding throughout the period)
Notes to financial statements October 31, 1999
Portfolio of investments owned October 31, 1999]
Statement of assets and liabilities October 31, 1998
Statement of operations Year ended October 31, 1998
Statement of changes in net assets
Financial highlights (For a share outstanding throughout the period)
Notes to financial statements October 31, 1998
Portfolio of investments owned October 31, 1998
Statement of assets and liabilities April 30, 1999 (unaudited)
Statement of operations Six months ended April 30, 1999 (unaudited)
Statement of changes in net assets
Financial highlights (For a share outstanding throughout the period)
Notes to financial statements April 30, 1999 (unaudited)
Portfolio of investments owned April 30, 1999 (unaudited)
2. CONDITION OF THE FUND
(a) Statement of Net Assets
(As of January 31, 2000)
- ----------------------------------------------------------------
$ \
- ----------------------------------------------------------------
(in thousands)
a. Total Assets 3,404,790,215 364,312,553
- ----------------------------------------------------------------
b. Total Liabilities 174,064,736 18,624,927
- ----------------------------------------------------------------
c. Total Net Assets 3,230,725,479 345,687,626
(a-b)
- ----------------------------------------------------------------
d. Total Number of Shares
Outstanding
Class A. 164,592,506 Shares
Class B. 68,616,372 Shares
Class C. 619,286 Shares
Class M. 240,510,456 Shares
Class Y. 38,466,653 Shares
- ----------------------------------------------------------------
e. Net Asset Value
per Share (c/d)
Class A. $6.32 JPY 676.24
Class B. $6.29 JPY 673.03
Class C. $6.31 JPY 675.17
Class M. $6.28 JPY 671.96
Class Y. $6.34 JPY 678.38
[see Top 30 bonds]
V. FINANCIAL CONDITIONS OF THE INVESTMENT MANAGEMENT COMPANY
(translated from the English source: omitted in English Translation)
VI. SUMMARY OF INFORMATION CONCERNING FOREIGN INVESTMENT FUND SECURITIES
1. Transfer of the Shares
The transfer agent for the registered share certificates is Putnam Fiduciary
Trust Company, P.O.Box 41203, Providence, RI 02940-1203, U. S. A.
The Japanese investors who entrust the custody of their shares to a Sales
Handling Company shall have their shares transferred under the responsibility
of such company, and the other investors shall make their own arrangements.
No fee is chargeable for the transfer of shares.
2. The Closing Period of the Shareholders' Book
No provision is made.
3. There are no annual shareholders' meetings. Special shareholders'
meeting may be held from time to time as required by the Agreement and
Declaration of Trust and the Investment Company Act of 1940.
4. No special privilege is granted to Shareholders.
The acquisition of Shares by any person may be restricted.
VII. REFERENCE INFORMATION
The following documents concerning the Fund have been filed with Director
of Kanto Local Finance Bureau of the Ministry of Finance of Japan.
March 16, 1999: Securities Registration Statement
Annual Securities Report (the Fourth term)
Amendment to Securities Registration Statement
March 26, 1999: Amendment to Securities Registration Statement
July 30, 1999: Semi-annual Report (during the Fifth term)
Amendment to Securities Registration Statement
<TABLE>
<CAPTION>
List of Officers and Directors of Putnam Investment Management, Inc.
(as of January 31, 2000)
Position with
Putnam
Name Investment Other Business Affiliation
Management,
Inc.
- --------------------------------------------------------------------------------------
<S> <C> <C>
1. Putnam, George Chairman Director of Putnam Mutual Funds Corp.
- --------------------------------------------------------------------------------------
2. Lasser, Lawrence J. President and
Director, CEO
- --------------------------------------------------------------------------------------
3. Silver, Gordon H. Director and Director of Putnam Fiduciary
Senior Managing Trust Company and Senior
Director Managing Director of Putnam Mutual
Funds Corp.
- --------------------------------------------------------------------------------------
4. Collman, Kathleen M. Senior Managing Senior Managing Director of Putnam
Director Mutual Funds Corp.
- --------------------------------------------------------------------------------------
5. Ferguson, Ian C. Senior Managing Senior Managing Director of Putnam
Director Mutual Funds Corp.
- --------------------------------------------------------------------------------------
6. Oristaglio, Stephen M. Senior Managing
Director
- --------------------------------------------------------------------------------------
7. Regan, Anthony W. Senior Managing
Director
- --------------------------------------------------------------------------------------
8. Spiegel, Steven Senior Managing Senior Managing Director of Putnam
Director Mutual Funds Corp.
- --------------------------------------------------------------------------------------
9. Anderson, Blake E. Managing
Director
- --------------------------------------------------------------------------------------
10. Beck, Robert R. Managing
Director
- --------------------------------------------------------------------------------------
11. Boneparth, John F. Managing Managing Director of Putnam
Director Mutual Funds Corp.
- --------------------------------------------------------------------------------------
12. Bresnahan, Leslee R. Managing Managing Director of Putnam
Director Mutual Funds Corp.
- --------------------------------------------------------------------------------------
13. Browchuk, Brett C. Managing
Director
- --------------------------------------------------------------------------------------
14. Cassaro, Joseph A. Managing
Director
- --------------------------------------------------------------------------------------
15. Cotner, C. Beth Managing
Director
- --------------------------------------------------------------------------------------
16. Cronin, Kevin M. Managing Managing Director of Putnam
Director Fiduciary Trust Company
- --------------------------------------------------------------------------------------
17. D'Alelio, Edward H. Managing
Director
- --------------------------------------------------------------------------------------
18. Daly, Kenneth L. Managing Managing Director of Putnam
Director Mutual Funds Corp.
- --------------------------------------------------------------------------------------
19. DeTore, John A. Managing Managing Director of Putnam
Director Fiduciary Trust Company
- --------------------------------------------------------------------------------------
20. Durgarian, Karnig H. Managing Director and Managing Director of
Director Putnam Fiduciary Trust Company
- --------------------------------------------------------------------------------------
21. Esteves, Irene M. Managing Director of Putnam Fiduciary
Director and Trust Company
Chief Financial
Officer
- --------------------------------------------------------------------------------------
22. Gillis, Roland Managing
Director
- --------------------------------------------------------------------------------------
23. Haslett, Thomas R. Managing
Director
- --------------------------------------------------------------------------------------
24. Holding, Pamela Managing
Director
- --------------------------------------------------------------------------------------
25. Hurley, William J. Managing Managing Director and CFO of
Director Putnam Mutual Funds Corp.
- --------------------------------------------------------------------------------------
26. Jacobs, Jerome J. Managing
Director
- --------------------------------------------------------------------------------------
27. Joseph, Joseph P. Managing
Director
- --------------------------------------------------------------------------------------
28. Kamshad, Omid Managing
Director
- --------------------------------------------------------------------------------------
29. Kanwal, Amrit Managing Managing Director of Putnam
Director Mutual Funds Corp.
- --------------------------------------------------------------------------------------
30. King, David L. Managing
Director
- --------------------------------------------------------------------------------------
31. Kohli, D. William Managing
Director
- --------------------------------------------------------------------------------------
32. Kreisel, Anthony I. Managing
Director
- --------------------------------------------------------------------------------------
33. Kuenstner, Deborah F. Managing
Director
- --------------------------------------------------------------------------------------
34. Landes, William J. Managing
Director
- --------------------------------------------------------------------------------------
35. Leibovitch, Richard G. Managing
Director
- --------------------------------------------------------------------------------------
36. Leichter, Jennifer E. Managing
Director
- --------------------------------------------------------------------------------------
37. Lohr, Mark G. Managing Managing Director of Putnam
Director Mutual Funds Corp.
- --------------------------------------------------------------------------------------
38. Maloney, Kevin J. Managing
Director
- --------------------------------------------------------------------------------------
39. Martens, Erwin W. Managing Managing Director of Putnam
Director Mutual Funds Corp.
- --------------------------------------------------------------------------------------
40. Martino, Michael Managing Managing Director of Putnam
Director Fiduciary Trust Company
- --------------------------------------------------------------------------------------
41. Maxwell, Scott M. Managing Managing Director of Putnam
Director Mutual Funds Corp.
- --------------------------------------------------------------------------------------
42. McMullen, Carol C. Managing
Director
- --------------------------------------------------------------------------------------
43. Memani, Krisha K. Managing
Director
- --------------------------------------------------------------------------------------
44. Miller, Daniel L. Managing
Director
- --------------------------------------------------------------------------------------
45. Miller, Jeffrey M. Managing Managing Director of Putnam
Director Mutual Funds Corp.
- --------------------------------------------------------------------------------------
46. Morgan Jr., John J. Managing Managing Director of Putnam
Director Fiduciary Trust Company
- --------------------------------------------------------------------------------------
47. Morgan, Kelly A. Managing
Director
- --------------------------------------------------------------------------------------
48. Morris, Dirk Managing
Director
- --------------------------------------------------------------------------------------
49. Murphy, Jennifer P. Managing
Director
- --------------------------------------------------------------------------------------
50. Nagashima, Toshio Managing Managing Director of Putnam
Director Mutual Funds Corp.
- --------------------------------------------------------------------------------------
51. Peacher, Stephen C. Managing
Director
- --------------------------------------------------------------------------------------
52. Peters, Jeffrey F. Managing Managing Director of Putnam
Director Mutual Funds Corp.
- --------------------------------------------------------------------------------------
53. Pollard, Mark D. Managing
Director
- --------------------------------------------------------------------------------------
54. Porter, Charles E. Managing
Director
- --------------------------------------------------------------------------------------
55. Price, Quintin I. Managing
Director
- --------------------------------------------------------------------------------------
56. Reilly, Thomas V. Managing
Director
- --------------------------------------------------------------------------------------
57. Schultz, Mitchell D. Managing Managing Director of Putnam
Director Mutual Funds Corp.
- --------------------------------------------------------------------------------------
58. Scott, Justin M. Managing Managing Director of Putnam
Director Fiduciary Trust Company
- --------------------------------------------------------------------------------------
59. Shadek Jr., Edward T. Managing
Director
- --------------------------------------------------------------------------------------
60. Starr, Loren M. Managing Managing Director of Putnam
Director Mutual Funds Corp.
- --------------------------------------------------------------------------------------
61. Swift, Robert Managing
Director
- --------------------------------------------------------------------------------------
62. Talanian, John C. Managing Managing Director of Putnam
Director Mutual Funds Corp.
- --------------------------------------------------------------------------------------
63. Tibbetts, Richard B. Managing Managing Director of Putnam
Director Mutual Funds Corp.
- --------------------------------------------------------------------------------------
64. Waldman, David L. Managing
Director
- --------------------------------------------------------------------------------------
65. Warren, Paul C. Managing
Director
- --------------------------------------------------------------------------------------
66. Wetlaufer, Eric Managing
Director
- --------------------------------------------------------------------------------------
67. Woolverton, William H. Managing Managing Director of Putnam
Director Mutual Funds Corp.
- --------------------------------------------------------------------------------------
68. Allansmith, Lauren L. Senior Vice
President
- --------------------------------------------------------------------------------------
69. Arends, Michael K. Senior Vice Senior Vice President of Putnam
President Mutual Funds Corp.
- --------------------------------------------------------------------------------------
70. Asher, Steven E. Senior Vice Senior Vice President of Putnam
President Mutual Funds Corp.
- --------------------------------------------------------------------------------------
71. Atkin, Michael J. Senior Vice
President
- --------------------------------------------------------------------------------------
72. Augustine, Jeffrey B. Senior Vice
President
- --------------------------------------------------------------------------------------
73. Bakshi, Manjit S. Senior Vice
President
- --------------------------------------------------------------------------------------
74. Bamford, Dolores Snyder Senior Vice
President
- --------------------------------------------------------------------------------------
75. Bent, John J. Senior Vice Senior Vice President of Putnam
President Mutual Funds Corp.
- --------------------------------------------------------------------------------------
76. Block, Richard L. Senior Vice
President
- --------------------------------------------------------------------------------------
77. Bloemker, Rob A. Senior Vice
President
- --------------------------------------------------------------------------------------
78. Boselli, John A. Senior Vice
President
- --------------------------------------------------------------------------------------
79. Bousa, Edward P. Senior Vice
President
- --------------------------------------------------------------------------------------
80. Bradford Jr., Linwood Senior Vice Senior Vice President of Putnam
E. President Mutual Funds Corp.
- --------------------------------------------------------------------------------------
81. Burke, Andrea Senior Vice
President
- --------------------------------------------------------------------------------------
82. Burns, Cheryl A. Senior Vice
President
- --------------------------------------------------------------------------------------
83. Byrne, Joshua L. Senior Vice
President
- --------------------------------------------------------------------------------------
84. Callahan, Ellen S. Senior Vice
President
- --------------------------------------------------------------------------------------
85. Carlson, David G. Senior Vice
President
- --------------------------------------------------------------------------------------
86. Chase, Mary Claire Senior Vice Senior Vice President of Putnam
President Mutual Funds Corp.
- --------------------------------------------------------------------------------------
87. Chrostowski, Louis F. Senior Vice Senior Vice President of Putnam
President Mutual Funds Corp.
- --------------------------------------------------------------------------------------
88. Crane, George H. Senior Vice Senior Vice President of Putnam
President Mutual Funds Corp.
- --------------------------------------------------------------------------------------
89. Curran, Peter J. Senior Vice Senior Vice President of Putnam
President Mutual Funds Corp.
- --------------------------------------------------------------------------------------
90. Dalferro, John R. Senior Vice
President
- --------------------------------------------------------------------------------------
91. Derbyshire, Ralph C. Senior Vice Senior Vice President of Putnam
President Fiduciary Trust Company
- --------------------------------------------------------------------------------------
92. Dexter, Stephen P. Senior Vice
President
- --------------------------------------------------------------------------------------
93. Divney, Kevin M. Senior Vice Senior Vice President of Putnam
President Mutual Funds Corp.
- --------------------------------------------------------------------------------------
94. Eigerman, Nathan W. Senior Vice
President
- --------------------------------------------------------------------------------------
95. Elavia, Tony H. Senior Vice
President
- --------------------------------------------------------------------------------------
96. England, Richard B. Senior Vice
President
- --------------------------------------------------------------------------------------
97. Epke, Laura L. Senior Vice
President
- --------------------------------------------------------------------------------------
98. Farrell, Deborah S. Senior Vice
President
- --------------------------------------------------------------------------------------
99. Flaherty, Patricia C. Senior Vice Senior Vice President of Putnam
President Mutual Funds Corp.
- --------------------------------------------------------------------------------------
100.Fleisher, Peter M. Senior Vice
President
- --------------------------------------------------------------------------------------
101.Fontana, Forrest N. Senior Vice
President
- --------------------------------------------------------------------------------------
102.Francis, Jonathan H. Senior Vice
President
- --------------------------------------------------------------------------------------
103.Frost, Karen T. Senior Vice Senior Vice President of Putnam
President Mutual Funds Corp.
- --------------------------------------------------------------------------------------
104.Frucci, Richard M. Senior Vice Senior Vice President of Putnam
President Fiduciary Trust Company
- --------------------------------------------------------------------------------------
105.Gorman, Stephen A. Senior Vice
President
- --------------------------------------------------------------------------------------
106.Graham, Andrew Senior Vice
President
- --------------------------------------------------------------------------------------
107.Grant, Peter J. Senior Vice Senior Vice President of Putnam
President Fiduciary Trust Company
- --------------------------------------------------------------------------------------
108.Graviere, Patrice Senior Vice Senior Vice President of Putnam
President Mutual Funds Corp.
- --------------------------------------------------------------------------------------
109.Grim, Daniel J. Senior Vice
President
- --------------------------------------------------------------------------------------
110.Haagensen, Paul E. Senior Vice
President
- --------------------------------------------------------------------------------------
111.Hadas, Edward Senior Vice
President
- --------------------------------------------------------------------------------------
112.Hadden, Peter J. Senior Vice
President
- --------------------------------------------------------------------------------------
113.Halperin, Matthew C. Senior Vice
President
- --------------------------------------------------------------------------------------
114.Hamlin, David E. Senior Vice
President
- --------------------------------------------------------------------------------------
115.Harring, Linda Senior Vice Senior Vice President of Putnam
President Mutual Funds Corp.
- --------------------------------------------------------------------------------------
116.Hart, Nigel P. Senior Vice
President
- --------------------------------------------------------------------------------------
117.Healey, Deborah R. Senior Vice
President
- --------------------------------------------------------------------------------------
118.Horwitz, Jonathan S. Senior Vice Senior Vice President of Putnam
President Mutual Funds Corp.
- --------------------------------------------------------------------------------------
119.Hotchkiss, Michael F. Senior Vice Senior Vice President of Putnam
President Mutual Funds Corp.
- --------------------------------------------------------------------------------------
120.Kaufman, Jeffrey Senior Vice
President
- --------------------------------------------------------------------------------------
121.Kay, Karen R. Senior Vice Clerk, Director and Senior Vice
President President of Putnam Fiduciary Trust
Company
- --------------------------------------------------------------------------------------
122.Kirson, Steven L. Senior Vice
President
- --------------------------------------------------------------------------------------
123.Knight, Jeffrey L. Senior Vice
President
- --------------------------------------------------------------------------------------
124.Koontz, Jill A. Senior Vice Senior Vice President of Putnam
President Mutual Funds Corp.
- --------------------------------------------------------------------------------------
125.Korn, Karen R. Senior Vice
President
- --------------------------------------------------------------------------------------
126.Kurey, Thomas J. Senior Vice
President
- --------------------------------------------------------------------------------------
127.Lannum III, Coleman N. Senior Vice
President
- --------------------------------------------------------------------------------------
128.Lindsey, Jeffrey R. Senior Vice
President
- --------------------------------------------------------------------------------------
129.Lode, Geirulv Senior Vice
President
- --------------------------------------------------------------------------------------
130.Lomba, Rufino R. Senior Vice Senior Vice President of Putnam
President Mutual Funds Corp.
- --------------------------------------------------------------------------------------
131.MacElwee, Jones, Senior Vice
Elizabeth M. President
- --------------------------------------------------------------------------------------
132.Madore, Robert A. Senior Vice Senior Vice President of Putnam
President Fiduciary Trust Company
- --------------------------------------------------------------------------------------
133.Malloy, Julie M. Senior Vice
President
- --------------------------------------------------------------------------------------
134.Manuel Jr., Richard D. Senior Vice
President
- --------------------------------------------------------------------------------------
135.Marrkand, Paul E. Senior Vice
President
- --------------------------------------------------------------------------------------
136.Marshall, William L. Senior Vice
President
- --------------------------------------------------------------------------------------
137.Matteis, Andrew S. Senior Vice
President
- --------------------------------------------------------------------------------------
138.McDonald, Richard E. Senior Vice
President
- --------------------------------------------------------------------------------------
139.Meehan, Thalia Senior Vice
President
- --------------------------------------------------------------------------------------
140.Mehta, Sandeep Senior Vice
President
- --------------------------------------------------------------------------------------
141.Mockard, Jeanne L. Senior Vice
President
- --------------------------------------------------------------------------------------
142.Mufson, Michael J. Senior Vice
President
- --------------------------------------------------------------------------------------
143.Mullen, Donald E. Senior Vice Senior Vice President of Putnam
President Mutual Funds Corp.
- --------------------------------------------------------------------------------------
144.Mullin, Hugh H. Senior Vice
President
- --------------------------------------------------------------------------------------
145.Murphy, Kevin F. Senior Vice
President
- --------------------------------------------------------------------------------------
146.Netols, Jeffrey W. Senior Vice Senior Vice President of Putnam
President Fiduciary Trust Company
- --------------------------------------------------------------------------------------
147.Oler, Stephen S. Senior Vice
President
- --------------------------------------------------------------------------------------
148.Paine, Robert M. Senior Vice
President
- --------------------------------------------------------------------------------------
149.Parker, Margery C. Senior Vice
President
- --------------------------------------------------------------------------------------
150.Parr, Cynthia O. Senior Vice Senior Vice President of Putnam
President Mutual Funds Corp.
- --------------------------------------------------------------------------------------
151.Perry, William Senior Vice
President
- --------------------------------------------------------------------------------------
152.Peters, Carmel Senior Vice
President
- --------------------------------------------------------------------------------------
153.Petralia, Randolph S. Senior Vice Senior Vice President of Putnam
President Mutual Funds Corp.
- --------------------------------------------------------------------------------------
154.Plapinger, Keith Senior Vice Senior Vice President of Putnam
President Mutual Funds Corp.
- --------------------------------------------------------------------------------------
155.Pohl, Charles G. Senior Vice
President
- --------------------------------------------------------------------------------------
156.Prusko, James M. Senior Vice Senior Vice President of Putnam
President Fiduciary Trust Company
- --------------------------------------------------------------------------------------
157.Puddle, David G. Senior Vice Senior Vice President of Putnam
President Mutual Funds Corp.
- --------------------------------------------------------------------------------------
158.Quistberg, Paul T. Senior Vice
President
- --------------------------------------------------------------------------------------
159.Rogers, Kevin J. Senior Vice
President
- --------------------------------------------------------------------------------------
160.Ruys de Perez, Charles Senior Vice Senior Vice President of Putnam
A. President Fiduciary Trust Company
- --------------------------------------------------------------------------------------
161.Sai, Yumiko Senior Vice
President
- --------------------------------------------------------------------------------------
162.Santos, David J. Senior Vice Senior Vice President of Putnam
President Fiduciary Trust Company
- --------------------------------------------------------------------------------------
163.Santosus, Anthony C. Senior Vice
President
- --------------------------------------------------------------------------------------
164.Schwister, Jay E. Senior Vice Senior Vice President of Putnam
President Fiduciary Trust Company
- --------------------------------------------------------------------------------------
165.Scordato, Christine A. Senior Vice Senior Vice President of Putnam
President Mutual Funds Corp.
- --------------------------------------------------------------------------------------
166.Selden, Denise D. Senior Vice Senior Vice President of Putnam
President Mutual Funds Corp.
- --------------------------------------------------------------------------------------
167.Sievert, Jean I. Senior Vice
President
- --------------------------------------------------------------------------------------
168.Simon, Sheldon N. Senior Vice
President
- --------------------------------------------------------------------------------------
169.Simozar, Saied Senior Vice
President
- --------------------------------------------------------------------------------------
170.Smith Jr., Leo J. Senior Vice
President
- --------------------------------------------------------------------------------------
171.Smith, Margaret D. Senior Vice
President
- --------------------------------------------------------------------------------------
172.Spatz, Erin J. Senior Vice
President
- --------------------------------------------------------------------------------------
173.Spiers, John Graham Senior Vice
President
- --------------------------------------------------------------------------------------
174.Stack, Michael P. Senior Vice
President
- --------------------------------------------------------------------------------------
175.Stairs, George W. Senior Vice
President
- --------------------------------------------------------------------------------------
176.Strumpf, Casey Senior Vice Senior Vice President of Putnam
President Mutual Funds Corp.
- --------------------------------------------------------------------------------------
177.Sugimoto, Toshifumi Senior Vice Senior Vice President of Putnam
President Mutual Funds Corp.
- --------------------------------------------------------------------------------------
178.Sullivan, Roger R. Senior Vice
President
- --------------------------------------------------------------------------------------
179.Sullivan, William J. Senior Vice
President
- --------------------------------------------------------------------------------------
180.Suzuki, Toshimi Senior Vice Senior Vice President of Putnam
President Mutual Funds Corp.
- --------------------------------------------------------------------------------------
181.Svensson, Lisa H. Senior Vice
President
- --------------------------------------------------------------------------------------
182.Swanberg, Charles H. Senior Vice
President
- --------------------------------------------------------------------------------------
183.Thomsen, Rosemary H. Senior Vice Senior Vice President of Putnam
President Fiduciary Trust Company
- --------------------------------------------------------------------------------------
184.Troped Blacker, Bonnie Senior Vice Senior Vice President of Putnam
L. President Mutual Funds Corp.
- --------------------------------------------------------------------------------------
185.Verani, John R. Senior Vice Senior Vice President of Putnam
President Mutual Fiduciary Trust Company
- --------------------------------------------------------------------------------------
186.Walsh, Francis P. Senior Vice
President
- --------------------------------------------------------------------------------------
187.Weinstein, Michael R. Senior Vice
President
- --------------------------------------------------------------------------------------
188.Weiss, Manuel Senior Vice
President
- --------------------------------------------------------------------------------------
189.Whalen, Edward F. Senior Vice Senior Vice President of Putnam
President Mutual Funds Corp.
- --------------------------------------------------------------------------------------
190.Wyke, Richard P. Senior Vice
President
- --------------------------------------------------------------------------------------
191.Yogg, Michael R. Senior Vice
President
- --------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
(b) Names of Major Portfolio Holdings other than Equity Shares (Top 30 Holdings)
(As of January 31, 2000)
U.S. Dollar
Name of Kind of Interest Par Value Acquisition Current Investment
Securities Issue Maturity Rate (%) Amount currency Cost Value Ratio (%)
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1. GNMA U.S. Government 2016-2028 8 117,437,395 USD 122,365,356 117,182,205 3.63
2. FNMA U.S. Government 2004 6 1/2 91,292,000 USD 90,384,393 88,781,470 2.75
3. GNMA U.S. Government 2023-2028 7 86,753,864 USD 87,956,263 82,894,482 2.57
4. FNMA U.S. Government 2010-2029 6 1/2 61,658,825 USD 58,887,784 57,241,042 1.77
5. FNMA U.S. Government 2010-2030 7 49,962,574 USD 49,216,795 47,739,630 1.48
6. FNMA U.S. Government 2024-2029 8 44,281,446 USD 45,576,753 44,170,736 1.37
7. GNMA U.S. Government 2024-2029 6 1/2 46,822,063 USD 46,808,131 43,278,147 1.34
8. FHLMC CMO 2004 5 35,000,000 USD 34,952,902 32,375,000 1.00
9. FNMA U.S. Government 2023-2029 7 1/2 46,302,838 USD 32,559,154 32,161,131 1.00
10. FNMA U.S. Government 2009 6 5/8 32,139,000 USD 30,664,066 30,557,118 0.95
11. TC1
Communications,
Inc Corporate Bonds 2015 8 3/4 26,180,000 USD 33,114,510 28,735,168 0.89
12. FHLMC U.S. Government 2010-2011 5 1/2 29,469,638 USD 27,231,787 26,950,424 0.83
13. FHLMC
TBA U.S. Government 2029 6 28,750,000 USD 25,888,477 25,888,513 0.80
14. News America
Holdings,
Inc. Corporate Bonds 2045 7 3/4 27,250,000 USD 27,890,333 25,205,705 0.78
15. TIAA Retail
Commercial
Mortgage Trust CMO 2032 7.17 25,909,223 USD 25,725,086 25,160,285 0.78
16. American
General
Institute
144A Corporate Bonds 2046 8 1/8 24,700,000 USD 27,285,377 24,787,191 0.77
17. U.S.
Treasury
Notes U.S. Government 2009 6 25,950,000 USD 24,522,722 24,733,464 0.77
18. IBM Corp. Corporate Bonds 2096 7 1/8 23,875,000 USD 24,655,767 21,954,973 0.68
19. BHAC Senior
Mortgage Foreign Bonds 2003 3.449 13,350,000 GBR 21,500,014 21,478,069 0.66
20. Criimi Mae
Commercial
Mortgage
Trust CMO 2011 7 25,535,000 USD 24,788,893 21,477,329 0.66
21. United Air
Lines
Corp. Corporate Bonds 2021 9 3/4 19,490,000 USD 22,873,822 21,406,257 0.66
22. Airbus
Industries
144A Corporate Bonds 2020 8.027 20,785,000 USD 20,785,000 20,558,859 0.64
23. Provident
Companies,
Inc. Corporate Bonds 2038 7.405 24,220,000 USD 23,262,049 20,537,107 0.64
24. Lehman
Brothers
Holdings,
Inc. Corporate Bonds 2003 6 1/4 21,170,000 USD 21,147,586 20,191,311 0.62
25. Louis
Dreyfus
Natural
Gas Corporate Bonds 2007 6 7/8 22,335,000 USD 22,283,762 19,962,800 0.62
26. U.S.
Treasury
Bonds U.S. Government 2029 6 1/8 20,825,000 USD 19,463,309 19,822,693 0.61
27. Quebec
(Province of) Foreign Bonds 2009 5 3/4 22,675,000 USD 22,571,859 19,786,432 0.61
28. Peoples
Bank- Bridgeport Corporate Bonds 2006 7.2 21,315,000 USD 21,546,464 19,651,791 0.61
29. Union Oil
Company of
California Corporate Bonds 2029 7 1/2 19,020,000 USD 18,732,431 17,804,812 0.55
30. Sun Life
Canaca Capital
Trust 144A Corporate Bonds 2049 8.526 18,991,000 USD 20,602,319 17,627,446 0.55
</TABLE>
<TABLE>
<CAPTION>
(?)????????????????(??30??)
????.????. ???? ???? ???? ???? ???? ???? ???? ???? ????
(2000?1?????)
? ? ? ?
? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ?
(%) (%)
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
1. GNMA ? ? ? ? ? 2016-2028 8 ######### ??? 122,365,356 117,182,205 3.63
2. FNMA ? ? ? ? ? 2004 6 1/2 91,292,000 ??? 90,384,393 88,781,470 2.75
3. GNMA ? ? ? ? ? 2023-2028 7 86,753,864 ??? 87,956,263 82,894,482 2.57
4. FNMA ? ? ? ? ? 2010-2029 6 1/2 61,658,825 ??? 58,887,784 57,241,042 1.77
5. FNMA ? ? ? ? ? 2010-2030 7 49,962,574 ??? 49,216,795 47,739,630 1.48
6. FNMA ? ? ? ? ? 2024-2029 8 44,281,446 ??? 45,576,753 44,170,736 1.37
7. GNMA ? ? ? ? ? 2024-2029 6 1/2 46,822,063 ??? 46,808,131 43,278,147 1.34
8. FHLMC ?????????? 2004 5 35,000,000 ??? 34,952,902 32,375,000 1.00
9. FNMA ? ? ? ? ? 2023-2029 7 1/2 46,302,838 ??? 32,559,154 32,161,131 1.00
10. FNMA ? ? ? ? ? 2009 6 5/8 32,139,000 ??? 30,664,066 30,557,118 0.95
11. TC1 Communications, Inc ? ? 2015 8 3/4 26,180,000 ??? 33,114,510 28,735,168 0.89
12. FHLMC ? ? ? ? ? 2010-2011 5 1/2 29,469,638 ??? 27,231,787 26,950,424 0.83
13. FHLMC TBA ? ? ? ? ? 2029 6 28,750,000 ??? 25,888,477 25,888,513 0.80
14. News America Holdings,
Inc. ? ? 2045 7 3/4 27,250,000 ??? 27,890,333 25,205,705 0.78
15. TIAA Retail Commercial
Mortgage Trust ?????????? 2032 7.17 25,909,223 ??? 25,725,086 25,160,285 0.78
16. American General
Institute 144A ? ? 2046 8 1/8 24,700,000 ??? 27,285,377 24,787,191 0.77
17. U.S. Treasury Notes ? ? ? ? ? 2009 6 25,950,000 ??? 24,522,722 24,733,464 0.77
18. IBM Corp. ? ? 2096 7 1/8 23,875,000 ??? 24,655,767 21,954,973 0.68
19. BHAC Senior Mortgage ? ? ? 2003 3.449 13,350,000 ???? 21,500,014 21,478,069 0.66
20. Criimi Mae Commercial
Mortgage Trust ?????????? 2011 7 25,535,000 ??? 24,788,893 21,477,329 0.66
21. United Air Lines Corp. ? ? 2021 9 3/4 19,490,000 ??? 22,873,822 21,406,257 0.66
22. Airbus Industries 144A ? ? 2020 8.027 20,785,000 ??? 20,785,000 20,558,859 0.64
23. Provident Companies, Inc ? ? 2038 7.405 24,220,000 ??? 23,262,049 20,537,107 0.64
24. Lehman Brothers Holdings,
Inc. ? ? 2003 6 1/4 21,170,000 ??? 21,147,586 20,191,311 0.62
25. Louis Dreyfus Natural Gas ? ? 2007 6 7/8 22,335,000 ??? 22,283,762 19,962,800 0.62
26. U.S. Treasury Bonds ? ? ? ? ? 2029 6 1/8 20,825,000 ??? 19,463,309 19,822,693 0.61
27. Quebec (Province of) ? ? ? 2009 5 3/4 22,675,000 ??? 22,571,859 19,786,432 0.61
28. Peoples Bank- Bridgeport ? ? 2006 7.2 21,315,000 ??? 21,546,464 19,651,791 0.61
29. Union Oil Company of
California ? ? 2029 7 1/2 19,020,000 ??? 18,732,431 17,804,812 0.55
30. Sun Life Canaca Capital
Trust 144A ? ? 2049 8.526 18,991,000 ??? 20,602,319 17,627,446 0.55
</TABLE>
<TABLE>
<CAPTION>
(As of January 31, 2000)
Total Net Net Asset
Name Year/Month/Day Principal Asset Value Value per
Established Characteristics ($million) share ($)
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1 The George Putnam
Fund of Boston; A 11/5/37 Open/Equity 3,425.61 15.91
2 The George Putnam
Fund of Boston; B 4/24/92 Open/Equity 1,399.21 15.76
3 The George Putnam
Fund of Boston; M 12/1/94 Open/Equity 255.96 15.77
4 The George Putnam
Fund of Boston; Y 1/1/94 Open/Equity 735.21 15.95
5 Putnam American
Government Income Fund; A 3/1/85 Open/Bond 1,449.27 8.15
6 Putnam American
Government Income Fund; B 5/20/94 Open/Bond 134.79 8.11
7 Putnam American
Government Income Fund; M 2/14/95 Open/Bond 6.91 8.17
8 Putnam Asia Pacific
Growth Fund; A 2/20/91 Open/Equity 333.13 17.06
9 Putnam Asia Pacific
Growth Fund; B 6/1/93 Open/Equity 296.79 16.72
10 Putnam Asia Pacific
Growth Fund; M 2/1/95 Open/Equity 20.36 16.90
11 Putnam Asia Pacific
Fund II 3/23/98 Open/Equity 4.10 14.04
12 Putnam Asset Allocation:
Balanced Portfolio; A 2/7/94 Open/Balanced 1,019.75 12.51
13 Putnam Asset Allocation:
Balanced Portfolio; B 2/11/94 Open/Balanced 579.30 12.43
14 Putnam Asset Allocation:
Balanced Portfolio; C 9/1/94 Open/Balanced 133.65 12.36
15 Putnam Asset Allocation:
Balanced Portfolio; M 2/6/95 Open/Balanced 71.34 12.48
16 Putnam Asset Allocation:
Balanced Portfolio; Y 7/14/94 Open/Balanced 494.14 12.52
17 Putnam Asset Allocation :
Conservative Portfolio; A 2/7/94 Open/Balanced 396.39 10.38
18 Putnam Asset Allocation :
Conservative Portfolio; B 2/18/94 Open/Balanced 188.34 10.33
19 Putnam Asset Allocation :
Conservative Portfolio; C 9/1/94 Open/Balanced 47.56 10.31
20 Putnam Asset Allocation :
Conservative Portfolio; M 2/7/95 Open/Balanced 26.88 10.34
21 Putnam Asset Allocation :
Conservative Portfolio; Y 7/14/94 Open/Balanced 113.96 10.40
22 Putnam Asset Allocation:
Growth Portfolio; A 2/8/94 Open/Balanced 781.96 14.61
23 Putnam Asset Allocation:
Growth Portfolio; B 2/16/94 Open/Balanced 524.95 14.41
24 Putnam Asset Allocation:
Growth Portfolio; C 9/1/94 Open/Balanced 126.63 14.28
25 Putnam Asset Allocation:
Growth Portfolio; M 2/1/95 Open/Balanced 67.69 14.43
26 Putnam Asset Allocation:
Growth Portfolio; Y 7/14/94 Open/Balanced 464.06 14.69
27 Putnam Arizona Tax
Exempt Income Fund; A 1/30/91 Open/Bond 91.97 8.49
28 Putnam Arizona Tax
Exempt Income Fund; B 7/15/93 Open/Bond 29.60 8.48
29 Putnam Arizona Tax
Exempt Income Fund; M 7/3/95 Open/Bond 0.85 8.50
30 Putnam Balanced Fund 10/2/95 Open/Balanced 5.03 13.03
31 Putnam Balanced
Retirement Fund; A 4/19/85 Open/Balanced 582.67 9.64
32 Putnam Balanced
Retirement Fund; B 2/1/94 Open/Balanced 172.55 9.54
33 Putnam Balanced
Retirement Fund; M 3/17/95 Open/Balanced 13.96 9.58
34 Putnam Balanced
Retirement Fund; Y 1/4/99 Open/Balanced 3.07 9.64
35 Putnam California
Investment Grade
Municipal Trust 11/27/92 Closed/Bond 64.38 13.97
36 Putnam California Tax
Exempt Income Fund; A 4/29/83 Open/Bond 2,531.76 7.95
37 Putnam California Tax
Exempt Income Fund; B 1/4/93 Open/Bond 556.40 7.94
38 Putnam California Tax
Exempt Income Fund; M 2/14/95 Open/Bond 13.65 7.94
39 Putnam California Tax
Exempt Money Market Fund 10/26/87 Open/Bond 27.90 1.00
40 Putnam Capital
Opportunities Fund; A 8/5/93 Open/Equity 79.70 9.66
41 Putnam Capital
Opportunities Fund; B 11/2/94 Open/Equity 85.46 9.57
42 Putnam Capital
Opportunities Fund; M 1/22/96 Open/Equity 6.13 9.59
43 Putnam Capital
Appreciation Fund; A 8/5/93 Open/Equity 1,107.15 24.77
44 Putnam Capital
Appreciation Fund; B 11/2/94 Open/Equity 1,178.16 24.45
45 Putnam Capital
Appreciation Fund; M 1/22/96 Open/Equity 77.26 24.51
46 Putnam Convertible
Opportunity and Income
Trust 6/29/95 Closed/Bond 86.65 23.34
47 Putnam Convertible
Income-Growth Trust; A 6/29/72 Open/Balanced 1,013.96 19.55
48 Putnam Convertible
Income-Growth Trust; B 7/15/93 Open/Balanced 278.48 19.29
49 Putnam Convertible
Income-Growth Trust; M 3/13/95 Open/Balanced 16.61 19.42
50 Putnam Convertible
Income-Growth Trust; Y 12/30/98 Open/Balanced 64.07 19.56
51 Putnam Dividend Income
Fund 9/28/89 Closed/Bond 116.92 10.80
52 Putnam Diversified
Income Trust; A 10/3/88 Open/Bond 1,375.38 10.60
53 Putnam Diversified
Income Trust; B 3/1/93 Open/Bond 1,570.89 10.55
54 Putnam Diversified
Income Trust; C 2/1/99 Open/Bond 8.06 10.57
55 Putnam Diversified
Income Trust; M 12/1/94 Open/Bond 1,055.37 10.55
56 Putnam Diversified
Income Trust ; Y 7/11/96 Open/Bond 13.89 10.61
57 Putnam Emerging Markets
Fund; A 10/2/95 Open/Equity 90.53 12.37
58 Putnam Emerging Markets
Fund; B 10/2/95 Open/Equity 62.48 12.26
59 Putnam Emerging Markets
Fund; M 10/2/95 Open/Equity 5.35 12.30
60 Putnam Equity Fund 98 12/30/97 Open/Equity 21.02 24.82
61 Putnam Equity Income
Fund; A 6/15/77 Open/Balanced 1,061.00 13.48
62 Putnam Equity Income
Fund; B 9/13/93 Open/Balanced 547.72 13.38
63 Putnam Equity Income
Fund; C 2/1/99 Open/Balanced 12.45 13.44
64 Putnam Equity Income
Fund; M 12/2/94 Open/Balanced 54.87 13.39
65 Putnam Europe Growth
Fund; A 9/7/90 Open/Equity 959.94 25.19
66 Putnam Europe Growth
Fund; B 2/1/94 Open/Equity 866.59 24.58
67 Putnam Europe Growth
Fund; M 12/1/94 Open/Equity 79.17 25.04
68 Putnam Florida Tax
Exempt Income Fund; A 8/24/90 Open/Bond 202.29 8.57
69 Putnam Florida Tax
Exempt Income Fund; B 1/4/93 Open/Bond 73.66 8.57
70 Putnam Florida Tax
Exempt Income Fund; M 5/1/95 Open/Bond 0.64 8.57
71 Putnam Global Natural
Resources Fund; A 7/24/80 Open/Equity 176.77 18.62
72 Putnam Global Natural
Resources Fund; B 2/1/94 Open/Equity 129.01 18.35
73 Putnam Global Natural
Resources Fund; M 7/3/95 Open/Equity 6.06 18.53
74 Putnam Global Equity
Trust; A 7/1/94 Open/Equity 548.06 17.48
75 Putnam Global Equity
Trust; B 7/2/94 Open/Equity 631.90 17.14
76 Putnam Global Equity
Trust; C 2/1/99 Open/Equity 19.65 17.39
77 Putnam Global Equity
Trust; M 7/3/95 Open/Equity 52.60 17.26
78 Putnam Global Growth
and Income Fund; A 1/3/95 Open/Equity 40.60 13.00
79 Putnam Global Growth
and Income Fund; B 1/3/95 Open/Equity 31.73 12.87
80 Putnam Global Growth
and Income Fund; M 1/3/95 Open/Equity 2.98 12.93
81 Putnam Global
Governmental Income
Trust; A 6/1/87 Open/Bond 113.92 11.32
81 Putnam Global
Governmental Income
Trust; B 2/1/94 Open/Bond 26.90 11.29
82 Putnam Global
Governmental Income
Trust; C 7/26/99 Open/Bond 0.06 11.31
83 Putnam Global
Governmental Income
Trust; M 3/17/95 Open/Bond 179.71 11.27
84 Putnam Global Growth
Fund; A 9/1/67 Open/Equity 5,675.61 17.12
85 Putnam Global Growth
Fund; B 4/27/92 Open/Equity 2,404.81 16.28
86 Putnam Global Growth
Fund; C 2/1/99 Open/Equity 36.94 16.98
87 Putnam Global Growth
Fund; M 3/1/95 Open/Equity 98.15 16.89
88 Putnam Global Growth
Fund; Y 6/15/94 Open/Equity 278.21 17.45
89 Putnam Growth and
Income Fund II; A 1/5/95 Open/Balanced 1,122.10 11.91
90 Putnam Growth and
Income Fund II; B 1/5/95 Open/Balanced 1,226.83 11.80
91 Putnam Growth and
Income Fund II; C 2/1/99 Open/Balanced 32.40 11.88
92 Putnam Growth and
Income Fund II; M 1/5/95 Open/Balanced 143.97 11.84
93 The Putnam Fund for
Growth and Income; A 11/6/57 Open/Balanced 19,958.16 18.13
94 The Putnam Fund for
Growth and Income; B 4/27/92 Open/Balanced 12,267.48 17.87
95 The Putnam Fund for
Growth and Income; M 5/1/95 Open/Balanced 418.76 18.00
96 The Putnam Fund for
Growth and Income; Y 6/15/94 Open/Balanced 1,474.55 18.16
97 Putnam Growth Fund 5/1/98 Open/Equity 3.74 13.75
98 Putnam Growth
Opportunities; A 10/2/95 Open/Equity 2,386.87 28.37
99 Putnam Growth
Opportunities; B 8/1/97 Open/Equity 2,741.63 27.87
100 Putnam Growth
Opportunities; C 2/1/99 Open/Equity 183.59 28.22
101 Putnam Growth
Opportunities; M 8/1/97 Open/Equity 142.58 28.03
102 Putnam High Income
Convertible and Bond
Fund 7/9/87 Closed/Bond 111.93 8.18
103 Putnam High Yield
Advantage Fund; A 3/25/86 Open/Bond 900.45 7.74
104 Putnam High Yield
Advantage Fund; B 5/16/94 Open/Bond 744.99 7.71
105 Putnam High Yield
Advantage Fund; M 12/1/94 Open/Bond 785.65 7.73
106 Putnam High Yield
Advantage Fund; Y 12/30/98 Open/Bond 8.94 7.75
107 Putnam High Yield
Fund II; A 12/31/97 Open/Bond 569.79 7.31
108 Putnam High Yield
Fund II; B 12/31/97 Open/Bond 817.92 7.32
109 Putnam High Yield
Fund II; M 12/31/97 Open/Bond 37.69 7.32
110 Putnam High Yield
Trust; A 2/14/78 Open/Bond 2,356.57 10.27
111 Putnam High Yield
Trust; B 3/1/93 Open/Bond 518.29 10.23
112 Putnam High Yield
Trust; M 7/3/95 Open/Bond 13.04 10.27
113 Putnam High Yield
Trust; Y 12/30/98 Open/Bond 18.19 10.27
114 Putnam Health Sciences
Trust; A 5/28/82 Open/Equity 3,041.19 65.51
115 Putnam Health Sciences
Trust; B 3/1/93 Open/Equity 2,197.69 62.51
116 Putnam Health Sciences
Trust; M 7/3/95 Open/Equity 92.50 64.22
117 Putnam High Yield
Municipal Trust 5/25/89 Closed/Bond 181.93 8.21
118 Putnam Income Fund; A 11/1/54 Open/Bond 1,040.17 6.32
119 Putnam Income Fund; B 3/1/93 Open/Bond 431.33 6.29
120 Putnam Income Fund; C 7/26/99 Open/Bond 247.65 6.31
121 Putnam Income Fund; M 12/14/94 Open/Bond 1,511.58 6.28
122 Putnam Income Fund; Y 2/12/94 Open/Bond 243.74 6.34
123 Putnam Intermediate
U.S. Government
Income Fund; A 2/16/93 Open/Bond 230.87 4.73
124 Putnam Intermediate
U.S. Government
Income Fund; B 2/16/93 Open/Bond 120.67 4.74
125 Putnam Intermediate
U.S. Government
Income Fund; M 4/3/95 Open/Bond 10.52 4.74
126 Putnam Intermediate
U.S. Government
Income Fund; Y 10/1/97 Open/Bond 110.52 4.72
127 Putnam International
Fund 12/28/95 Open/Equity 6.05 12.74
128 Putnam International
Growth and
Income Fund; A 8/1/96 Open/Equity 508.93 11.56
129 Putnam International
Growth and
Income Fund; B 8/1/96 Open/Equity 459.67 11.44
130 Putnam International
Growth and
Income Fund; C 2/1/99 Open/Equity 17.28 11.52
131 Putnam International
Growth and
Income Fund; M 8/1/96 Open/Equity 38.35 11.52
132 Putnam International
Growth Fund; A 2/28/91 Open/Equity 5,163.92 28.27
133 Putnam International
Growth Fund; B 6/1/94 Open/Equity 2,966.39 27.70
134 Putnam International
Growth Fund; M 12/1/94 Open/Equity 322.98 28.04
135 Putnam International
Growth Fund; Y 7/12/96 Open/Equity 713.65 28.38
136 Putnam International
New Opportunities Fund; A 1/3/95 Open/Equity 1,525.99 23.73
137 Putnam International
New Opportunities Fund; B 7/21/95 Open/Equity 1,648.98 23.00
138 Putnam International
New Opportunities Fund; C 2/1/99 Open/Equity 30.65 23.57
139 Putnam International
New Opportunities Fund; M 7/21/95 Open/Equity 130.60 23.29
140 Putnam International
Voyager Fund; A 12/28/95 Open/Equity 650.63 26.48
141 Putnam International
Voyager Fund; B 10/30/96 Open/Equity 480.29 26.14
142 Putnam International
Voyager Fund; M 10/30/96 Open/Equity 48.25 26.29
143 Putnam Investment Grade
Municipal Trust I 10/26/89 Closed/Bond 216.80 10.30
144 Putnam Investment Grade
Municipal Trust II 11/27/92 Closed/Bond 163.81 12.26
145 Putnam Investment Grade
Municipal Trust III 11/29/93 Closed/Bond 47.53 11.86
146 Putnam Investors Fund; A 12/1/25 Open/Equity 7,619.20 17.97
147 Putnam Investors Fund; B 3/1/93 Open/Equity 4,087.44 17.09
148 Putnam Investors Fund; M 12/2/94 Open/Equity 255.02 17.57
149 Putnam Investors Fund; Y 1/7/97 Open/Equity 1,148.52 18.07
150 Putnam Latin America Fund 3/23/98 Open/Equity 2.55 8.35
151 Putnam Massachusetts
Tax Exempt Income Fund; A 10/23/89 Open/Bond 260.70 8.69
152 Putnam Massachusetts
Tax Exempt Income Fund; B 7/15/93 Open/Bond 112.24 8.68
153 Putnam Massachusetts
Tax Exempt Income Fund; M 5/12/95 Open/Bond 4.95 8.68
154 Putnam Master Income Trust 4/29/88 Closed/Bond 406.70 7.66
155 Putnam Managed High
Yield Trust 6/25/93 Closed/Bond 87.24 11.62
156 Putnam Michigan
Tax Exempt Income Fund; A 10/23/89 Open/Bond 121.68 8.33
157 Putnam Michigan
Tax Exempt Income Fund; B 7/15/93 Open/Bond 40.06 8.32
158 Putnam Michigan
Tax Exempt Income Fund; M 4/17/95 Open/Bond 1.91 8.33
159 Putnam Mid-Cap Value Fund 11/1/99 Open/Balanced 3.04 8.38
160 Putnam Minnesota
Tax Exempt Income Fund; A 10/23/89 Open/Bond 87.93 8.29
161 Putnam Minnesota
Tax Exempt Income Fund; B 7/15/93 Open/Bond 46.43 8.27
162 Putnam Minnesota
Tax Exempt Income Fund; M 4/3/95 Open/Bond 2.18 8.29
163 Putnam Managed Municipal
Income Trust 2/24/89 Closed/Bond 391.68 8.39
164 Putnam Money Market
Fund; A 10/1/76 Open/Bond 3,760.34 1.00
165 Putnam Money Market
Fund; B 4/27/92 Open/Bond 890.35 1.00
166 Putnam Money Market
Fund; C 2/1/99 Open/Bond 14.83 1.00
167 Putnam Money Market
Fund; M 12/8/94 Open/Bond 126.43 1.00
168 Putnam Master Intermediate
Income Trust 4/29/88 Closed/Bond 744.69 7.44
169 Putnam Municipal Income
Fund; A 5/22/89 Open/Bond 710.07 8.39
170 Putnam Municipal Income
Fund; B 1/4/93 Open/Bond 426.57 8.38
171 Putnam Municipal Income
Fund; C 2/1/99 Open/Bond 8.55 8.38
172 Putnam Municipal Income
Fund; M 12/1/94 Open/Bond 13.33 8.38
173 Putnam Municipal
Opportunities Trust 5/28/93 Closed/Bond 198.27 12.27
174 Putnam New Century
Growth Fund; A 1/21/00 Open/Equity 105.75 25.35
175 Putnam New Century
Growth Fund; B 1/21/00 Open/Equity 55.99 25.35
176 Putnam New Century
Growth Fund; C 1/21/00 Open/Equity 10.17 25.35
177 Putnam New Century
Growth Fund; M 1/21/00 Open/Equity 3.67 25.35
178 Putnam New Opportunities
Fund; A 8/31/90 Open/Equity 18,256.93 89.00
179 Putnam New Opportunities
Fund; B 3/1/93 Open/Equity 11,905.15 84.11
180 Putnam New Opportunities
Fund; M 12/1/94 Open/Equity 710.99 86.44
181 Putnam New Opportunities
Fund; Y 7/19/94 Open/Equity 1,718.21 90.45
182 Putnam New Value
Fund; A 1/3/96 Open/Equity 318.24 11.39
183 Putnam New Value
Fund; B 2/26/96 Open/Equity 315.70 11.30
184 Putnam New Value
Fund; M 2/26/96 Open/Equity 29.36 11.35
185 Putnam New Jersey
Tax Exempt Income
Fund; A 2/20/90 Open/Bond 181.27 8.44
186 Putnam New Jersey
Tax Exempt Income
Fund; B 1/4/93 Open/Bond 87.78 8.43
187 Putnam New Jersey
Tax Exempt Income
Fund; M 5/1/95 Open/Bond 0.89 8.44
188 Putnam New York
Investment Grade
Municipal Trust 11/27/92 Closed/Bond 36.08 12.67
189 Putnam New York
Tax Exempt Income
Fund; A 9/2/83 Open/Bond 1,305.37 8.12
190 Putnam New York
Tax Exempt Income
Fund; B 1/4/93 Open/Bond 180.38 8.11
191 Putnam New York
Tax Exempt Income
Fund; M 4/10/95 Open/Bond 1.73 8.13
192 Putnam New York
Tax Exempt Money
Market Fund 10/26/87 Open/Bond 38.95 1.00
193 Putnam New York
Tax Exempt
Opportunities Fund; A 11/7/90 Open/Bond 133.36 8.25
194 Putnam New York
Tax Exempt
Opportunities Fund; B 2/1/94 Open/Bond 60.33 8.25
195 Putnam New York
Tax Exempt
Opportunities Fund; M 2/10/95 Open/Bond 2.19 8.24
196 Putnam Ohio Tax
Exempt Income Fund; A 10/23/89 Open/Bond 158.82 8.26
197 Putnam Ohio Tax Exempt
Income Fund; B 7/15/93 Open/Bond 50.21 8.25
198 Putnam Ohio Tax Exempt
Income Fund; M 4/3/95 Open/Bond 1.70 8.26
199 Putnam OTC & Emerging
Growth Fund; A 11/1/82 Open/Equity 6,283.78 37.74
200 Putnam OTC & Emerging
Growth Fund; B 7/15/93 Open/Equity 2,846.68 35.54
201 Putnam OTC & Emerging
Growth Fund; M 12/2/94 Open/Equity 688.10 36.58
202 Putnam OTC & Emerging
Growth Fund; Y 7/12/96 Open/Equity 534.03 38.16
203 Putnam Pennsylvania
Tax Exempt Income
Fund; A 7/21/89 Open/Bond 148.37 8.31
204 Putnam Pennsylvania
Tax Exempt Income
Fund; B 7/15/93 Open/Bond 80.82 8.30
205 Putnam Pennsylvania
Tax Exempt Income
Fund; M 7/3/95 Open/Bond 2.54 8.32
206 Putnam Preferred
Income Fund; A 1/4/84 Open/Bond 98.17 8.21
207 Putnam Preferred
Income Fund; M 4/20/95 Open/Bond 10.13 8.19
208 Putnam Premier
Income Trust 1995/2/29 Closed/Bond 1,036.66 7.35
209 Putnam Research
Fund; A 10/2/95 Open/Equity 682.63 17.51
210 Putnam Research Fund; B 6/15/98 Open/Equity 730.81 17.28
211 Putnam Research Fund; C 2/1/99 Open/Equity 64.62 17.39
212 Putnam Research Fund; M 6/15/98 Open/Equity 55.00 17.36
213 Putnam S&P 500 Fund 1/4/94 Open/Equity 2,721.69 33.18
214 Putnam Small Cap Value
Fund; A 4/12/99 Open/Equity 74.11 9.46
215 Putnam Small Cap Value
Fund; B 5/3/99 Open/Equity 49.70 9.42
216 Putnam Strategic Income
Fund; A 2/19/95 Open/Bond 78.05 7.15
217 Putnam Strategic Income
Fund; B 2/19/96 Open/Bond 121.82 7.15
218 Putnam Strategic Income
Fund; C 2/1/99 Open/Bond 5.43 7.17
219 Putnam Strategic Income
Fund; M 2/19/96 Open/Bond 8.19 7.14
220 Putnam Tax Smart Equity
Fund; A 7/1/99 Open/Equity 94.84 10.06
221 Putnam Tax Smart Equity
Fund; B 10/1/99 Open/Equity 101.75 10.04
222 Putnam Tax Smart Equity
Fund; C 10/1/99 Open/Equity 26.32 10.04
223 Putnam Tax Exempt
Income Fund; A 12/31/76 Open/Bond 1,594.92 8.27
224 Putnam Tax Exempt
Income Fund; B 1/4/93 Open/Bond 200.75 8.26
225 Putnam Tax Exempt
Income Fund; M 2/16/95 Open/Bond 9.27 8.29
226 Putnam Tax Exempt
Money Market Fund 10/26/87 Open/Bond 100.58 1.00
227 Putnam Tax - Free
Health Care Fund 6/29/92 Closed/Bond 182.93 13.25
228 Putnam Tax - Free
Income Trust
Tax - Free High
Yield Fund; A 9/20/93 Open/Bond 1,127.70 13.23
229 Putnam Tax - Free
Income Trust
Tax - Free High
Yield Fund B 9/9/85 Open/Bond 521.39 13.25
230 Putnam Tax - Free
Income Trust
Tax - Free High
Yield Fund C 2/1/99 Open/Bond 3.12 13.23
231 Putnam Tax - Free
Income Trust
Tax - Free High
Yield Fund M 12/29/94 Open/Bond 19.46 13.24
232 Putnam Tax - Free
Income Trust
Tax - Free Insured
Fund; A 9/30/93 Open/Bond 235.97 13.93
233 Putnam Tax - Free
Income Trust
Tax - Free Insured
Fund; B 9/9/85 Open/Bond 272.53 13.94
234 Putnam Tax - Free
Income Trust
Tax - Free Insured
Fund; M 6/1/95 Open/Bond 1.82 13.96
235 Putnam U.S. Core
Fund 5/1/98 Open/Equity 4.62 11.60
236 Putnam U.S. Government
Income Trust; A 2/8/84 Open/Bond 1,865.04 12.17
237 Putnam U.S. Government
Income Trust; B 4/27/92 Open/Bond 862.48 12.11
238 Putnam U.S. Government
Income Trust; C 7/26/99 Open/Bond 4.42 12.16
239 Putnam U.S. Government
Income Trust; M 2/6/95 Open/Bond 114.64 12.15
240 Putnam U.S. Government
Income Trust; Y 4/11/94 Open/Bond 26.76 12.17
241 Putnam Utilities
Growth and Income
Fund; A 11/19/90 Open/Balanced 1,000.33 12.86
242 Putnam Utilities
Growth and Income
Fund; B 4/27/92 Open/Balanced 452.38 12.78
243 Putnam Utilities
Growth and Income
Fund; M 3/1/95 Open/Balanced 12.93 12.83
244 Putnam Value Fund 5/1/98 Open/Balanced 2.13 8.12
245 Putnam Vista Fund; A 6/3/68 Open/Equity 5,265.79 17.09
246 Putnam Vista Fund; B 3/1/93 Open/Equity 2,384.66 15.93
247 Putnam Vista Fund; M 12/1/94 Open/Equity 203.85 16.51
248 Putnam Vista Fund; Y 3/28/95 Open/Equity 821.15 17.41
249 Putnam Voyager
Fund II; A 4/14/93 Open/Equity 1,698.52 37.10
250 Putnam Voyager
Fund II; B 10/2/95 Open/Equity 1,531.06 35.80
251 Putnam Voyager
Fund II; C 2/1/99 Open/Equity 85.73 36.85
252 Putnam Voyager
Fund II; M 10/2/95 Open/Equity 167.42 36.27
253 Putnam Voyager
Fund; A 4/1/96 Open/Equity 24,067.30 30.02
254 Putnam Voyager
Fund; B 4/27/92 Open/Equity 11,481.22 27.60
255 Putnam Voyager
Fund; M 12/1/94 Open/Equity 555.07 29.08
256 Putnam Voyager
Fund; Y 4/1/94 Open/Equity 3,902.45 30.65
257 Putnam VT Asia
Pacific Growth
Fund; IA 5/1/95 Open/Equity 220.98 15.48
258 Putnam VT Asia
Pacific Growth
Fund; IB 4/30/98 Open/Equity 7.57 15.44
259 Putnam VT
Diversified
Income Fund; IA 9/15/93 Open/Bond 609.66 9.82
260 Putnam VT
Diversified
Income Fund; IB 4/6/98 Open/Bond 26.05 9.80
261 Putnam VT Global
Asset Allocation
Fund; IA 2/1/88 Open/Balanced 954.63 18.88
262 Putnam VT Global
Asset Allocation
Fund; IB 4/30/98 Open/Balanced 7.13 18.88
263 Putnam VT
George Putnam
Fund; IA 4/30/98 Open/Equity 273.21 9.75
264 Putnam VT
George Putnam
Fund; IB 4/30/98 Open/Equity 41.72 9.75
265 Putnam VT
Global Growth
Fund; IA 5/1/90 Open/Equity 2,843.12 28.06
266 Putnam VT
Global Growth
Fund; IB 4/30/98 Open/Equity 31.68 27.99
267 Putnam VT
Growth and
Income Fund; IA 2/1/88 Open/Balanced 9,106.10 25.93
268 Putnam VT
Growth and
Income Fund; IB 4/6/98 Open/Balanced 180.93 25.87
269 Putnam VT
High Yield
Fund; IA 2/1/88 Open/Bond 947.01 11.11
270 Putnam VT
High Yield
Fund; IB 4/30/98 Open/Bond 19.83 11.10
271 Putnam VT
Health and
Sciences Fund; IA 4/30/98 Open/Equity 243.92 11.22
272 Putnam VT Health
and Sciences
Fund; IB 4/30/98 Open/Equity 24.32 11.21
273 Putnam VT Income
Fund; IA 2/1/88 Open/Bond 906.24 12.48
274 Putnam VT Income
Fund; IB 4/30/98 Open/Bond 19.61 12.47
275 Putnam VT
International Growth
and Income; IA 1/1/97 Open/Balanced 371.48 14.50
276 Putnam VT
International Growth
and Income; IB 4/6/98 Open/Balanced 11.92 14.47
277 Putnam VT
International
New Opportunities
Fund; IA 1/1/97 Open/Equity 335.94 22.27
278 Putnam VT
International
New Opportunities
Fund; IB 4/30/98 Open/Equity 43.82 22.23
279 Putnam VT
International
Growth Fund; IA 1/1/97 Open/Equity 616.46 20.62
280 Putnam VT
International
Growth Fund; IB 4/30/98 Open/Equity 44.31 20.59
281 Putnam VT Investors
Fund; IA 4/30/98 Open/Equity 861.80 14.24
282 Putnam VT Investors
Fund; IB 4/30/98 Open/Equity 111.94 14.21
283 Putnam VT Money
Market Fund; IA 2/1/88 Open/Bond 738.30 1.00
284 Putnam VT Money
Market Fund; IB 4/30/98 Open/Bond 46.47 1.00
285 Putnam VT New
Opportunities
Fund; IA 5/2/94 Open/Equity 6,374.58 42.61
286 Putnam VT New
Opportunities
Fund; IB 4/30/98 Open/Equity 73.97 42.50
287 Putnam VT New
Value Fund; IA 1/2/97 Open/Equity 235.50 11.39
288 Putnam VT New
Value Fund; IB 4/30/98 Open/Equity 10.21 11.37
289 Putnam VT OTC &
Emerging Growth
Fund; IA 4/30/98 Open/Equity 254.60 23.19
290 Putnam VT OTC &
Emerging Growth
Fund; IB 4/30/98 Open/Equity 30.64 23.16
291 Putnam VT
Research; IA 10/1/98 Open/Equity 139.39 14.09
292 Putnam VT
Research; IB 10/1/98 Open/Equity 29.07 14.07
293 Putnam VT Small
Cap Value Fund; IA 4/30/99 Open/Equity 14.39 10.07
294 Putnam VT Small
Cap Value Fund; IB 4/30/99 Open/Equity 7.34 10.05
295 Putnam VT Utilities
Growth and Income
Fund; IA 5/1/92 Open/Balanced 950.96 17.37
296 Putnam VT Utilities
Growth and Income
Fund; IB 4/30/98 Open/Balanced 13.17 17.34
297 Putnam VT Vista
Fund; IA 1/2/97 Open/Equity 546.66 20.19
298 Putnam VT Vista
Fund; IB 4/30/98 Open/Equity 46.83 20.16
299 Putnam VT Voyager
Fund; IA 2/1/88 Open/Equity 8,902.18 64.33
300 Putnam VT Voyager
Fund; IB 4/30/98 Open/Equity 175.69 64.19
301 Putnam Worldwide
Equity Fund 5/6/98 Open/Equity 20.43 34.34
-----------
285,442.98
</TABLE>
