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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
- ----
Filed by the Registrant /
X /
- ----
- ----
Filed by a party other than the Registrant /
/
- ----
Check the appropriate box:
----
/ X / Preliminary Proxy Statement
----
----
/ / Confidential, for Use of the Commission Only
(as
---- permitted by Rule 14a-6(e) (2))
----
/ / Definitive Proxy Statement
----
----
/ / Definitive Additional Materials
----
----
/ / Soliciting Material Pursuant to Sec.
240.14a-11(c) or
---- Sec. 240.14a-12
PUTNAM INTERNATIONAL GROWTH FUND
(Name of Registrant as Specified In Its
Charter)
(Name of Person(s) Filing Proxy Statement if
other than Registrant)
Payment of Filing Fee (Check the appropriate box):
----
/ X / No fee required
----
----
/ / Fee computed on table below per Exchange Act
---- Rule 14a-6(i)(1) and 0-11
(1) Title of each class of securities to
which
transaction applies:
(2) Aggregate number of securities to which
transaction applies:
(3) Per unit price or other underlying value
of
transaction computed pursuant to Exchange
Act Rule
0-11 (set forth the amount on which the
filing fee
is calculated and state how it was
determined):
<PAGE>
(4) Proposed maximum aggregate value of
transaction:
(5) Total fee paid:
----
/ / Fee paid previously with preliminary
materials.
----
----
/ / Check box if any part of the fee is offset as
provided
---- by Exchange Act Rule 0-11(a)(2) and identify
the filing
for which the offsetting fee was paid
previously.
Identify the previous filing by registration
statement
number, or the Form or Schedule and the date
of its
filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement
No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
IMPORTANT INFORMATION
FOR SHAREHOLDERS IN
PUTNAM INTERNATIONAL GROWTH FUND
The document you hold in your hands contains your proxy
statement
and proxy card. A proxy card is, in essence, a ballot.
When you
vote your proxy, it tells us how to vote on your behalf
on
important issues relating to your fund. If you complete
and sign
the proxy, we'll vote it exactly as you tell us. If you
simply
sign the proxy, we'll vote it in accordance with the
Trustees'
recommendations on pages [ ] and [ ].
We urge you to spend a couple of minutes with the proxy
statement, fill out your proxy card, and return it to
us. When
shareholders don't return their proxies in sufficient
numbers, we
have to incur the expense of follow-up solicitations,
which can
cost your fund money.
We want to know how you would like to vote and welcome
your
comments. Please take a few moments with these
materials and
return your proxy to us.
(PUTNAM LOGO APPEARS HERE)
BOSTON * LONDON * TOKYO
<PAGE>
Table of contents
A Message from the Chairman
1
Notice of Shareholder Meeting
2
Trustees' Recommendations
[ ]
Proxy card enclosed
If you have any questions, please contact us at the
special toll-
free number we have set up for you (1-800-225-1581) or
call your
financial adviser.
<PAGE>
A Message from the Chairman
(Photograph of George Putnam appears here)
Dear Shareholder:
I am writing to you to ask for your vote on important
questions
that affect your investment in your fund. While you
are, of
course, welcome to join us at your fund's meeting, most
shareholders cast their vote by filling out and signing
the
enclosed proxy. We are asking for your vote on the
following
matters:
1. Electing Trustees to oversee your fund;
2. Ratifying the selection by the Trustees of the
independent
auditors of your fund for its current fiscal year;
3. Approving amendments to certain of your fund's
fundamental
investment restrictions; and
4. Approving the elimination of certain of your fund's
fundamental investment restrictions.
Although we would like very much to have each
shareholder attend
their fund's meeting, we realize this is not possible.
Whether
or not you plan to be present, we need your vote. We
urge you to
complete, sign, and return the enclosed proxy card
promptly. A
postage-paid envelope is enclosed.
I'm sure that you, like most people, lead a busy life
and are
tempted to put this proxy aside for another day. Please
don't.
When shareholders do not return their proxies, their
fund may
have to incur the expense of follow-up solicitations.
All
shareholders benefit from the speedy return of proxies.
Your vote is important to us. We appreciate the time
and
consideration that I am sure you will give this
important matter.
If you have questions about the proposals, contact your
financial
adviser or call a Putnam customer service representative
at
1-800-225-1581.
Sincerely yours,
(signature of George
Putnam)
George Putnam, Chairman
<PAGE>
PUTNAM INTERNATIONAL GROWTH FUND
Notice of a Meeting of Shareholders
This is the formal agenda for your fund's shareholder
meeting.
It tells you what matters will be voted on and the time
and place
of the meeting, if you can attend in person.
To the Shareholders of Putnam International Growth Fund:
A Meeting of Shareholders of your fund will be held on
February 6, 1997 at 2:00 p.m., Boston time, on the
eighth floor
of One Post Office Square, Boston, Massachusetts, to
consider the
following:
1. Electing Trustees. See page [ ].
2. Ratifying the selection by the Trustees of the
independent
auditors of your fund for its current fiscal year.
See page
[ ].
3.A. Approving an amendment to the fund's fundamental
investment
restriction with respect to diversification. See
page [ ].
3.B. Approving an amendment to the fund's fundamental
investment
restriction with respect to investments in the
voting
securities of a single issuer. See page [ ].
3.C. Approving an amendment to the fund's fundamental
investment
restriction with respect to making loans. See page
[ ].
3.D. Approving an amendment to the fund's fundamental
investment
restriction with respect to investments in
commodities. See
page [ ].
3.E Approving an amendment to the fund's fundamental
investment
restriction with respect to senior securities. See
page [ ].
4.A. Approving the elimination of the fund's fundamental
investment restriction with respect to investments
in
securities of issuers in which management of the
fund or
Putnam Investment Management owns securities. See
page [ ].
4.B. Approving the elimination of the fund's fundamental
investment restriction with respect to margin
transactions.
See page [ ].
4.C. Approving the elimination of the fund's fundamental
investment restriction with respect to short sales.
See
page [ ].
<PAGE>
4.D. Approving the elimination of the fund's fundamental
investment restriction with respect to pledging
assets. See
page [ ].
4.E. Approving the elimination of the fund's fundamental
investment restriction with respect to investments
in
certain oil, gas and mineral interests. See page [
].
4.F. Approving the elimination of the fund's fundamental
investment restriction with respect to investing to
gain
control of a company's management. See page [ ].
4.G. Approving the elimination of the fund's fundamental
investment restriction with respect to investments
in other
investment companies. See page [ ].
5. Transacting other business as may properly come
before the
meeting.
By the Trustees
George Putnam, Chairman
William F. Pounds, Vice Chairman
Jameson A. Baxter Robert E. Patterson
Hans H. Estin Donald S. Perkins
John A. Hill George Putnam, III
Ronald J. Jackson Eli Shapiro
Elizabeth T. Kennan A.J.C. Smith
Lawrence J. Lasser W. Nicholas
Thorndike
WE URGE YOU TO MARK, SIGN, DATE, AND MAIL THE ENCLOSED
PROXY IN
THE POSTAGE-PAID ENVELOPE PROVIDED SO YOU WILL BE
REPRESENTED AT
THE MEETING.
November _, 1996
<PAGE>
Proxy Statement
This document will give you the information you need to
vote on
the matters listed on the previous pages. Much of the
information in the proxy statement is required under
rules of the
Securities and Exchange Commission ("SEC"); some of it
is
technical. If there is anything you don't understand,
please
contact us at our special toll-free number,
1-800-225-1581, or
call your financial adviser.
Who is asking for my vote?
The enclosed proxy is solicited by the Trustees of
Putnam
International Growth Fund for use at the Meeting of
Shareholders
of the fund to be held on February 6, 1997, and, if your
fund's
meeting is adjourned, at any later meetings, for the
purposes
stated in the Notice of Meeting (see previous pages).
How do your fund's Trustees recommend that shareholders
vote on
these proposals?
The Trustees recommend that you vot
1. For the election of all nominees;
2. For selecting Coopers & Lybrand L.L.P. as the
independent
auditors of your fund;
3.A. For amending the fund's fundamental investment
restriction
with respect to diversification;
3.B. For amending the fund's fundamental investment
restriction
with respect to investments in the voting
securities of a
single issuer;
3.C. For amending the fund's fundamental investment
restriction
with respect to making loans;
3.D. For amending the fund's fundamental investment
restriction
with respect to investments in commodities;
3.E. For amending the fund's fundamental investment
restriction
with respect to senior securities;
4.A. For eliminating the fund's fundamental investment
restriction with respect to investments in
securities of
issuers in which management of the fund or Putnam
Investment
Management owns securities;
4.B. For eliminating the fund's fundamental investment
restriction with respect to margin transactions;
<PAGE>
4.C. For eliminating the fund's fundamental investment
restriction with respect to short sales;
4.D. For eliminating the fund's fundamental investment
restriction with respect to pledging assets;
4.E. For eliminating the fund's fundamental investment
restriction with respect to investments in certain
oil, gas
and mineral interests;
4.F. For eliminating the fund's fundamental investment
restriction with respect to investing to gain
control of a
company's management; and
4.G. For eliminating the fund's fundamental investment
restriction with respect to investments in other
investment
companies.
Who is eligible to vote?
Shareholders of record at the close of business on
November 8, 1996, are entitled to be present and to vote
at the
meeting or any adjourned meeting. The Notice of
Meeting, the
proxy, and the Proxy Statement have been mailed to
shareholders
of record on or about November __, 1996.
Each share is entitled to one vote. Shares represented
by duly
executed proxies will be voted in accordance with
shareholders'
instructions. If you sign the proxy, but don't fill in
a vote,
your shares will be voted in accordance with the
Trustees'
recommendations. If any other business is brought
before the
meeting, your shares will be voted at the Trustees'
discretion.
The Proposals
1. ELECTION OF TRUSTEES
Who are the nominees for Trustees?
The Nominating Committee of the Trustees recommends that
the
number of Trustees be fixed at fourteen and that you
vote for the
election of the nominees described below. Each nominee
is
currently a Trustee of your fund and of the other Putnam
funds.
The Nominating Committee of the Trustees consists solely
of
Trustees who are not "interested persons" (as defined in
the
Investment Company Act of 1940) of your fund or of
Putnam
Investment Management, Inc., your fund's investment
manager
("Putnam Management").
<PAGE>
Jameson Adkins Baxter
[Insert Picture]
Ms. Baxter, age 53, is the President of Baxter
Associates, Inc.,
a management and financial consulting firm which she
founded in
1986. During that time, she was also a Vice President
and
Principal of the Regency Group, Inc., and a Consultant
to First
Boston Corporation, both of which are investment banking
firms.
From 1965 to 1986, Ms. Baxter held various positions in
investment banking and corporate finance at First
Boston.
Ms. Baxter currently also serves as a Director of Banta
Corporation, Avondale Federal Savings Bank, and ASHTA
Chemicals,
Inc. She is also the Chairman Emeritus of the Board of
Trustees
of Mount Holyoke College, having previously served as
Chairman
for five years and as a Board member for thirteen years;
an
Honorary Trustee and past President of the Board of
Trustees of
the Emma Willard School; and Chair of the Board of
Governors of
Good Shepherd Hospital. Ms. Baxter is a graduate of
Mount
Holyoke College.
Hans H. Estin
[Insert Picture]
Mr. Estin, age 68, is a Chartered Financial Analyst and
the Vice
Chairman of North American Management Corp., a
registered
investment adviser serving individual clients and their
families.
Mr. Estin currently also serves as a Director of The
Boston
Company, Inc., a registered investment adviser which
provides
administrative and investment management services to
mutual funds
and other institutional investors, and Boston Safe
Deposit and
Trust Company; a Corporation Member of Massachusetts
General
Hospital; and a Trustee of New England Aquarium. He
previously
served as the Chairman of the Board of Trustees of
Boston
University and is currently active in various other
civic
associations, including the Boys & Girls Clubs of
Boston, Inc.
Mr. Estin is a graduate of Harvard College and holds
honorary
doctorates from Merrimack College and Boston University.
<PAGE>
John A. Hill
[Insert Picture]
Mr. Hill, age 54, is the Chairman and Managing Director
of First
Reserve Corporation, a registered investment adviser
investing in
companies in the world-wide energy industry on behalf of
institutional investors.
Prior to acquiring First Reserve in 1983, Mr. Hill held
executive
positions with several investment advisory firms and
held various
positions with the Federal government, including
Associate
Director of the Office of Management and Budget and
Deputy
Administrator of the Federal Energy Administration.
Mr. Hill currently also serves as a Director of Snyder
Oil
Corporation, an exploration and production company which
he
founded, Maverick Tube Corporation, a manufacturer of
structural
steel, pipe and well casings, PetroCorp Incorporated, an
exploration and production company, Weatherford Enterra,
Inc., an
oil field service company, various private companies
controlled
by First Reserve Corporation, and various First Reserve
Funds.
He is also a Member of the Board of Advisors of Fund
Directions.
He is currently active in various business associations,
including the Economic Club of New York, and lectures on
energy
issues in the United States and Europe. Mr. Hill is a
graduate
of Southern Methodist University.
Ronald J. Jackson
[Insert Picture]
Mr. Jackson, age 52, was Chairman of the Board,
President and
Chief Executive Officer of Fisher-Price, Inc., a major
toy
manufacturer, from 1990 to 1993. He previously served
as
President and Chief Executive Officer of Stride-Rite,
Inc., a
manufacturer and distributor of footwear, from 1989 to
1990, and
as President and Chief Executive Officer of Kenner
Parker Toys,
Inc., a major toy and game manufacturer, from 1985 to
1987.
Prior to that, he held various financial and marketing
positions
at General Mills, Inc. from 1966 to 1985, including Vice
President, Controller and Vice President of Marketing
for Parker
Brothers, a toy and game company, and President of
Talbots, a
retailer and direct marketer of women's apparel.
Mr. Jackson currently serves as a Director of Safety
1st, Inc., a
company which markets a wide range of child care and
safety
products. He also serves as a Trustee of Salem Hospital
and an
Overseer of the Peabody Essex Museum. He previously
served as a
Director of a number of public companies including
Fisher-Price,
Inc., Kenner Parker Toys, Inc., Stride-Rite, Inc., and
Mattel,
Inc., a major toy manufacturer. Mr. Jackson is a
graduate of
Michigan State University Business School.
<PAGE>
Elizabeth T. Kennan
[Insert Picture]
Ms. Kennan, age 58, is President Emeritus and Professor
of Mount
Holyoke College. From 1978 through June 1995, she was
President
of Mount Holyoke College. From 1966 to 1978, she was on
the
faculty of Catholic University, where she taught history
and
published numerous articles.
Ms. Kennan currently also serves as a Director of NYNEX
Corporation, a telecommunications company, Northeast
Utilities,
the Kentucky Home Life Insurance Companies, and Talbots.
She
also serves as a Member of The Folger Shakespeare
Library
Committee. She is currently active in various
educational and
civic associations, including the Committee on Economic
Development and the Council on Foreign Relations. Ms.
Kennan is
a graduate of Mount Holyoke College, the University of
Washington
and St. Hilda College at Oxford University and holds
several
honorary doctorates.
Lawrence J. Lasser*
[Insert Picture]
Mr. Lasser, age 54, is the Vice President of your fund
and the
other Putnam funds. He has been the President, Chief
Executive
Officer and a Director of Putnam Investments, Inc. and
Putnam
Management since 1985, having begun his career there in
1969.
Mr. Lasser currently also serves as a Director of Marsh
&
McLennan Companies, Inc., the parent company of Putnam
Management, and INROADS/Central New England, Inc., a job
market
internship program for minority high school and college
students.
He is a Member of the Board of Overseers of the Museum
of
Science, the Museum of Fine Arts and the Isabella
Stewart Gardner
Museum in Boston. He is also a Trustee of the Beth
Israel
Hospital and Buckingham, Browne and Nichols School. Mr.
Lasser
is a graduate of Antioch College and Harvard Business
School.
Robert E. Patterson
[Insert Picture]
Mr. Patterson, age 51, is the Executive Vice President
and
Director of Acquisitions of Cabot Partners Limited
Partnership, a
registered investment adviser which manages real estate
investments for institutional investors. Prior to 1990,
he was
the Executive Vice President of Cabot, Cabot & Forbes
Realty
Advisors, Inc., the predecessor company of Cabot
Partners. Prior
to that, he was a Senior Vice President of the Beal
Companies, a
real estate management, investment and development
company. He
<PAGE>
has also worked as an attorney and held various
positions in
state government, including the founding Executive
Director of
the Massachusetts Industrial Finance Agency.
Mr. Patterson currently also serves as Chairman of the
Joslin
Diabetes Center and as a Director of Brandywine Trust
Company.
Mr. Patterson is a graduate of Harvard College and
Harvard Law
School.
Donald S. Perkins*
[Insert Picture]
Mr. Perkins, age 69, is the retired Chairman of the
Board of
Jewel Companies, Inc., a diversified retailer, where
among other
roles he served as President, Chief Executive Officer
and
Chairman of the Board from 1965 to 1980. He currently
also
serves as a Director of various other public
corporations,
including AON Corp., an insurance company, Cummins
Engine
Company, Inc., an engine and power generator equipment
manufacturer and assembler, Current Assets L.L.C., a
corporation
providing financial staffing services, Illinova and
Illinois
Power Co., Inland Steel Industries, Inc., LaSalle Street
Fund,
Inc., a real estate investment trust, Lucent
Technologies Inc.,
Springs Industries, Inc., a textile manufacturer, and
Time
Warner, Inc., one of the nation's largest media
conglomerates.
He previously served as a Director of several other
major public
corporations, including Corning Glass Works, Eastman
Kodak
Company, Firestone Tire & Rubber Company and Kmart
Corporation.
Mr. Perkins currently also serves as a Trustee and Vice
Chairman
of Northwestern University and as a Trustee of the
Hospital
Research and Education Trust. He is currently active in
various
civic and business associations, including the Business
Council
and the Civic Committee of the Commercial Club of
Chicago, of
which he is the founding Chairman. Mr. Perkins is a
graduate of
Yale University and Harvard Business School and holds an
honorary
doctorate from Loyola University of Chicago.
William F. Pounds
[Insert Picture]
Dr. Pounds, age 68, is the Vice Chairman of your fund
and of the
other Putnam funds. He has been a Professor of
Management at the
Alfred P. Sloan School of Management at the
Massachusetts
Institute of Technology since 1961 and served as Dean of
that
School from 1966 to 1980. He previously served as
Senior Advisor
to the Rockefeller Family and Associates and was a past
Chairman
of Rockefeller & Co., Inc., a registered investment
adviser which
manages Rockefeller family assets, and Rockefeller Trust
Company.
<PAGE>
Dr. Pounds currently also serves as a Director of IDEXX
Laboratories, Inc., EG&G, Inc., Perseptive Biosystems,
Inc.,
Management Sciences For Health, Inc. and Sun Company,
Inc. He is
also a Trustee of the Museum of Fine Arts in Boston; an
Overseer
of WGBH Educational Foundation, and a Fellow of The
American
Academy of Arts and Sciences. He previously served as a
Director
of Fisher-Price, Inc. and General Mills, Inc. Dr.
Pounds is a
graduate of Carnegie-Mellon University.
George Putnam*
[Insert Picture]
Mr. Putnam, age 70, is the Chairman and President of
your fund
and of the other Putnam funds. He is the Chairman and a
Director
of Putnam Management and Putnam Mutual Funds Corp. and a
Director
of Marsh & McLennan, their parent company. Mr. Putnam
is the son
of the founder of the Putnam funds and Putnam Management
and has
been employed in various capacities by Putnam Management
since
1951, including Chief Executive Officer from 1961 to
1973. He is
a former Overseer and Treasurer of Harvard University; a
past
Chairman of the Harvard Management Company; and a
Trustee
Emeritus of Wellesley College and Bradford College.
Mr. Putnam currently also serves as a Director of The
Boston
Company, Inc., Boston Safe Deposit and Trust Company,
Freeport-
McMoRan, Inc., Freeport Copper and Gold, Inc., McMoRan
Oil and
Gas, Inc., mining and natural resources companies,
General Mills,
Inc., Houghton Mifflin Company, a major publishing
company, and
Rockefeller Group, Inc., a real estate manager. He is
also a
Trustee of Massachusetts General Hospital, McLean
Hospital,
Vincent Memorial Hospital, WGBH Educational Foundation
and the
Museum of Fine Arts and the Museum of Science in Boston;
the New
England Aquarium; an Overseer of Northeastern
University; and a
Fellow of The American Academy of Arts and Sciences.
Mr. Putnam
is a graduate of Harvard College and Harvard Business
School and
holds honorary doctorates from Bates College and Harvard
University.
George Putnam, III*
[Insert Picture]
Mr. Putnam, age 45, is the President of New Generation
Research,
Inc., a publisher of financial advisory and other
research
services relating to bankrupt and distressed companies,
and New
Generation Advisers, Inc., a registered investment
adviser which
provides advice to private funds specializing in
investments in
such companies. Prior to founding New Generation in
1985, Mr.
Putnam was an attorney with the Philadelphia law firm
Dechert
Price & Rhoads.
<PAGE>
Mr. Putnam currently also serves as a Director of the
Massachusetts Audubon Society. He is also a Trustee of
the Sea
Education Association and St. Mark's School and an
Overseer of
the New England Medical Center. Mr. Putnam is a
graduate of
Harvard College, Harvard Business School and Harvard Law
School.
Eli Shapiro
[Insert Picture]
Dr. Shapiro, age 80, is the Alfred P. Sloan Professor of
Management, Emeritus at the Alfred P. Sloan School of
Management
at the Massachusetts Institute of Technology, having
served on
the faculty of the Sloan School for eighteen years. He
previously was also on the faculty of Harvard Business
School,
The University of Chicago School of Business and
Brooklyn
College. During his academic career, Dr. Shapiro
authored
numerous publications concerning finance and related
topics. He
previously served as the President and Chief Executive
Officer of
the National Bureau of Economic Research and also
provided
economic and financial consulting services to various
clients.
Dr. Shapiro is a past Director of many companies,
including
Nomura Dividend Income Fund, Inc., a privately held
registered
investment company managed by Putnam Management, Reece
Corporation, a sewing machine manufacturer, Commonwealth
Mortgage, Dexter Corporation, a manufacturer of plastics
and
related products, Avis Corporation, a car rental
company,
Connecticut Bank and Trust Company, Connecticut National
Gas
Corporation, the Federal Home Loan Bank of Boston, where
he
served as Chairman from 1977 to 1989, Travelers'
Corporation, an
insurance company, and Norlin Corporation, a musical
instrument
manufacturer; and a past Trustee of Mount Holyoke
College and the
Putnam funds (from 1984 to 1989).
Dr. Shapiro is a Fellow of The American Academy of Arts
and
Sciences and is active in various professional and civic
associations, including the American Economic
Association, the
American Finance Association and the Council on Foreign
Relations. Dr. Shapiro is a graduate of Brooklyn
College and
Columbia University.
A.J.C. Smith*
[Insert Picture]
Mr. Smith, age 62, is the Chairman and Chief Executive
Officer of
Marsh & McLennan Companies, Inc. He has been employed
by Marsh &
McLennan and related companies in various capacities
since 1961.
Mr. Smith is a Director of the Trident Corp., and he
also serves
as a Trustee of the Carnegie Hall Society, the Central
Park
Conservancy, The American Institute for Chartered
Property
<PAGE>
Underwriters, and is a Founder of the Museum of Scotland
Society.
He was educated in Scotland and is a Fellow of the
Faculty of
Actuaries in Edinburgh, a Fellow of the Canadian
Institute of
Actuaries, a Fellow of the Conference of Actuaries in
Public
Practice, an Associate of the Society of Actuaries, a
Member of
the American Academy of Actuaries, the International
Actuarial
Association and the International Association of
Consulting
Actuaries.
W. Nicholas Thorndike**
[Insert Picture]
Mr. Thorndike, age 63, serves as a Director of various
corporations and charitable organizations, including
Data General
Corporation, a computer and high technology company,
Bradley Real
Estate, Inc., a real estate investment firm, Providence
Journal
Co., a newspaper publisher and owner of television
stations, and
Courier Corporation, a book binding and printing
company. He is
also a Trustee of Eastern Utilities Associates,
Massachusetts
General Hospital, where he previously served as chairman
and
president, and Northeastern University.
Prior to December 1988, he was the Chairman of the Board
and
Managing Partner of Wellington Management
Company/Thorndike,
Doran, Paine & Lewis, a registered investment adviser
which
manages mutual funds and institutional assets. He also
previously served as a Trustee of the Wellington Group
of Funds
(now The Vanguard Group) and was the Chairman and a
Director of
Ivest Fund, Inc. Mr. Thorndike is a graduate of Harvard
College.
----------------------------
* Nominees who are or may be deemed to be "interested
persons"
(as defined in the Investment Company Act of 1940)
of your
fund, Putnam Management and Putnam Mutual Funds
Corp.
("Putnam Mutual Funds"), the principal underwriter
for all
the open-end Putnam funds and an affiliate of
Putnam
Management. Messrs. Putnam, Lasser, and Smith are
deemed
"interested persons" by virtue of their positions
as
officers or shareholders of your fund, or directors
of
Putnam Management, Putnam Mutual Funds or Marsh &
McLennan
Companies, Inc., the parent company of Putnam
Management and
Putnam Mutual Funds. Mr. George Putnam, III, Mr.
Putnam's
son, is also an "interested person" of your fund,
Putnam
Management and Putnam Mutual Funds. Mr. Perkins
may be
deemed to be an "interested person" of your fund
because of
his service as a director of a certain publicly
held company
that includes registered broker-dealer firms among
its
subsidiaries. Neither your fund nor any of the
other Putnam
funds currently engages in any transactions with
such firms
<PAGE>
except that certain of such firms act as dealers in
the
retail sale of shares of certain Putnam funds in
the
ordinary course of their business. The balance of
the
nominees are not "interested persons."
** In February 1994 Mr. Thorndike accepted appointment
as a
successor trustee of certain private trusts in
which he has
no beneficial interest. At that time he also
became
Chairman of the Board of two privately owned
corporations
controlled by such trusts, serving in that capacity
until
October 1994. These corporations filed voluntary
petitions
for relief under Chapter 11 of the U.S. Bankruptcy
Code in
August 1994.
Except as indicated above, the principal occupations and
business
experience of the nominees for the last five years have
been with
the employers indicated, although in some cases they
have held
different positions with those employers. [Except for
Dr. Shapiro and Mr. Jackson, all the nominees were
elected by the
shareholders in October 1994. Dr. Shapiro and Mr.
Jackson were
elected by the other Trustees in April 1995 and May
1996,
respectively.] As indicated above, Dr. Shapiro also
previously
served as a Trustee of the Putnam funds from 1984 to
1989. The
14 nominees for election as Trustees at the shareholder
meeting
of your fund who receive the greatest number of votes
will be
elected Trustees of your fund. The Trustees serve until
their
successors are elected and qualified. Each of the
nominees has
agreed to serve as a Trustee if elected. If any of the
nominees
is unavailable for election at the time of the meeting,
which is
not anticipated, the Trustees may vote for other
nominees at
their discretion, or the Trustees may recommend that the
shareholders fix the number of Trustees at less than 14
for your
fund.
What are the Trustees' responsibilities?
Your fund's Trustees are responsible for the general
oversight of
your fund's business and for assuring that your fund is
managed
in the best interests of its shareholders. The Trustees
periodically review your fund's investment performance
as well as
the quality of other services provided to your fund and
its
shareholders by Putnam Management and its affiliates,
including
administration, custody, distribution and investor
servicing. At
least annually, the Trustees review the fees paid to
Putnam
Management and its affiliates for these services and the
overall
level of your fund's operating expenses. In carrying
out these
responsibilities, the Trustees are assisted by an
independent
administrative staff and by your fund's auditors and
legal
counsel, which are selected by the Trustees and are
independent
of Putnam Management and its affiliates.
<PAGE>
Do the Trustees have a stake in your fund?
The Trustees believe it is important that each Trustee
have a
significant investment in the Putnam funds. The
Trustees
allocate their investments among the more than 99 Putnam
funds
based on their own investment needs. The Trustees'
aggregate
investments in the Putnam funds total over $47 million.
The
table below lists each Trustee's current investments in
the fund
and in the Putnam funds as a group.
<PAGE>
Share Ownership by Trustees
Trustees Year first
Number of shares of all Putnam
elected
funds owned as of [________1996]**
as Trustee
Number of shares of the
of the fund owned as of
[________,
Putnam 1996]
funds
Jameson 1994
A.
Baxter
Hans 1972
H.
Estin
John 1985
A.
Hill
Ronald 1996
J.
Jackson
Elizabeth 1992
T.
Kennan
Lawrence 1992
J.
Lasser
Robert 1984
E.
Patterson
Donald 1982
S.
Perkins
William 1971
F.
Pounds
George 1957
Putnam
George 1984
Putnam,
III
Eli 1995 ***
Shapiro
A.J.C. 1986
Smith
W. 1992
Nicholas
Thorndike
* [Except as noted below,] [Each/each] Trustee has
sole investment power and sole
voting power with respect to his or her shares of
the fund.
** These holdings do not include shares of Putnam
money market funds.
*** Dr. Shapiro previously served as a Trustee of the
Putnam funds from 1984 to 1989.
As of [_________, 1996], the Trustees and officers of
the fund owned a total of [ ]
shares of the fund, comprising less than 1% of its
outstanding shares on that date. [A
total of [ ] of these shares are held by certain
"interested" Trustees and officers of
your fund and Putnam Management in their Putnam
Investments, Inc. Profit Sharing
Retirement Plan accounts. Each individual accountholder
has sole investment power and
shared voting power with respect to his/her account.]
<PAGE>
What are some of the ways in which the Trustees
represent
shareholder interests?
The Trustees believe that, as substantial investors in
the Putnam
funds, their interests are closely aligned with those of
individual shareholders. Among other ways, the Trustees
seek to
represent shareholder interests:
- by carefully reviewing your fund's investment
performance on an individual basis with your
fund's
managers;
- by also carefully reviewing the quality of the
various
other services provided to the funds and their
shareholders by Putnam Management and its
affiliates;
- by discussing with senior management of Putnam
Management steps being taken to address any
performance
deficiencies;
- by reviewing the fees paid to Putnam
Management to
ensure that such fees remain reasonable and
competitive
with those of other mutual funds, while at the
same
time providing Putnam Management sufficient
resources
to continue to provide high quality services
in the
future;
- by monitoring potential conflicts between the
funds and
Putnam Management and its affiliates to ensure
that the
funds continue to be managed in the best
interests of
their shareholders;
- by also monitoring potential conflicts among
funds to
ensure that shareholders continue to realize
the
benefits of participation in a large and
diverse family
of funds.
How often do the Trustees meet?
The Trustees meet each month (except August) over a
two-day
period to review the operations of your fund and of the
other
Putnam funds. A portion of these meetings is devoted to
meetings
of various Committees of the board which focus on
particular
matters. These include: the Contract Committee, which
reviews
all contractual arrangements with Putnam Management and
its
affiliates; the Communication and Service Committee,
which
reviews the quality of services provided by your fund's
investor
servicing agent, custodian and distributor; the Pricing,
Brokerage and Special Investments Committee, which
reviews
matters relating to valuation of securities, best
execution,
<PAGE>
brokerage costs and allocations and new investment
techniques;
the Audit Committee, which reviews accounting policies
and the
adequacy of internal controls and supervises the
engagement of
the funds' auditors; the Compensation, Administration
and Legal
Affairs Committee, which reviews the compensation of the
Trustees
and their administrative staff and supervises the
engagement of
the funds' independent counsel; and the Nominating
Committee,
which is responsible for selecting nominees for election
as
Trustees.
Each Trustee generally attends at least two formal
committee
meetings during such monthly meeting of the Trustees.
During
1995, the average Trustee participated in approximately
40
committee and board meetings. In addition, the Trustees
meet in
small groups with Chief Investment Officers and
Portfolio
Managers to review recent performance and the current
investment
climate for selected funds. These meetings ensure that
each
fund's performance is reviewed in detail at least twice
a year.
The Contract Committee typically meets on several
additional
occasions during the year to carry out its
responsibilities.
Other Committees, including an Executive Committee, may
also meet
on special occasions as the need arises.
What are the Trustees paid for their services?
Your fund pays each Trustee a fee for his or her
services. Each
Trustee also receives fees for serving as Trustee of the
other
Putnam funds. The Trustees periodically review their
fees to
assure that such fees continue to be appropriate in
light of
their responsibilities as well as in relation to fees
paid to
trustees of other mutual fund complexes. The fees paid
to each
Trustee by your fund and by all of the Putnam funds are
shown
below:
<PAGE>
Compensation Table+
Total
Aggregate
compensation
compensation
from all
Trustees from the fund* Putnam
funds**
Jameson A. Baxter $647
$150,854
Hans H. Estin 641
150,854
John A. Hill 636
149,854
Ronald J. Jackson*** 71
N/A
Elizabeth T. Kennan 641
148,854
Lawrence J. Lasser 632
150,854
Robert E. Patterson 700
152,854
Donald S. Perkins 635
150,854
William F. Pounds**** 674
149,854
George Putnam 641
150,854
George Putnam, III 641
150,854
Eli Shapiro***** 707
95,372
A.J.C. Smith 632
149,854
W. Nicholas Thorndike 696
152,854
* Includes an annual retainer and an attendance fee
for each
meeting attended.
** Reflects total payments received from all Putnam
funds in the
most recent calendar year. As of December 31,
1995, there were
99 funds in the Putnam family.
*** Elected as a Trustee in May 1996.
**** Includes additional compensation for service as
Vice Chairman
of the Putnam funds.
*****Elected as a Trustee in April 1995.
Your fund's Trustees have approved Retirement Guidelines
for
Trustees of the Putnam funds. These guidelines provide
generally
that a Trustee who retires after reaching age 72 and who
has at
least 10 years of continuous service will be eligible to
receive a
retirement benefit from each Putnam fund for which he or
she served
as a Trustee. The amount and form of such benefit is
subject to
determination annually by the Trustees and, unless
otherwise
determined by the Trustees, will be an annual cash
benefit payable
for life equal to one-half of the Trustee retainer fees
paid by each
fund at the time of retirement. Several retired
Trustees are
currently receiving benefits pursuant to the Guidelines
and it is
anticipated that the current Trustees will receive
similar benefits
upon their retirement. A Trustee who retired in
calendar 1995 and
<PAGE>
was eligible to receive benefits under these Guidelines
would have
received an annual benefit of $66,749, based upon the
aggregate
retainer fees paid by the Putnam funds for such year.
The Trustees
reserve the right to amend or terminate such Guidelines
and the
related payments at any time, and may modify or waive
the foregoing
eligibility requirements when deemed appropriate.
For additional information about your fund, including
further
information about its Trustees and officers, please see
"Further
Information About Your Fund," on page [ ].
Putnam Investments
Putnam Investment Management, Inc. and its affiliates,
Putnam Mutual
Funds, the principal underwriter for shares of your fund
and Putnam
Fiduciary Trust Company, your fund's investor servicing
agent and
custodian, are wholly owned by Putnam Investments, Inc.,
One Post
Office Square, Boston, Massachusetts 02109, a holding
company that
is in turn wholly owned by Marsh & McLennan Companies,
Inc., which
has executive offices at 1166 Avenue of the Americas,
New York, New
York 10036. Marsh & McLennan Companies, Inc. and its
operating
subsidiaries are professional services firms with
insurance and
reinsurance brokering, consulting, and investment
management
businesses.
2. SELECTION OF INDEPENDENT AUDITORS
Coopers & Lybrand L.L.P., One Post Office Square,
Boston,
Massachusetts, independent accountants, has been
selected by the
Trustees as the auditor of your fund for the current
fiscal year.
Among the country's preeminent accounting firms, this
firm also
serves as the auditor for approximately half of the
other funds in
the Putnam family. It was selected primarily on the
basis of its
expertise as auditors of investment companies, the
quality of its
audit services, and the competitiveness of the fees
charged for
these services.
A majority of the votes on the matter is necessary to
ratify the
selection of auditors. A representative of the
independent auditors
is expected to be present at the meeting to make
statements and to
respond to appropriate questions.
PROPOSALS 3 AND 4
As described in the following proposals, the Trustees
are
recommending that shareholders approve a number of
changes to your
fund's fundamental investment restrictions, including
the
elimination of certain of these restrictions. The
purpose of these
changes is to standardize the investment restrictions of
all of the
Putnam funds, including your fund where appropriate, and
in certain
cases to increase the fund's investment flexibility. By
having
standard investment restrictions for all Putnam funds,
Putnam
<PAGE>
Management will be able to more easily monitor each
fund's
compliance with its investment policies. Many of these
changes will
have little practical effect on the way the fund is
managed given
the fund's current investment objective and policies.
Several of the proposals request that certain
fundamental
restrictions be made non-fundamental, so that the fund
would have
the ability to modify or eliminate these restrictions at
a later
date without shareholder approval. These fundamental
restrictions
were originally adopted to comply with state securities
law
requirements, but are no longer applicable to the fund
due to
recently enacted federal legislation that effectively
eliminated the
ability of states to impose investment limitations on
regulated
investment companies like the fund. It is anticipated
that, in
early 1997, Putnam Management will recommend to the
Trustees that
some or all of the non-fundamental restrictions of the
Putnam funds,
including your fund, be removed. Of course, to the
extent any of
these restrictions are removed, the fund's prospectus or
statement
of additional information would be revised as
appropriate.
The adoption of any of these proposals is not contingent
on the
adoption of any other proposal.
3.A. AMENDING THE FUND'S FUNDAMENTAL INVESTMENT
RESTRICTION WITH
RESPECT TO DIVERSIFICATION
The Trustees are recommending that the fund's
fundamental investment
restriction with respect to the diversification of its
investments
be revised to reflect the standard restriction expected
to be used
by other Putnam funds and to grant the fund the maximum
investment
flexibility permitted by the Investment Company Act of
1940, as
amended (the "1940 Act"). Under the 1940 Act, the fund,
as a
diversified fund, generally may not, with respect to 75%
of its
total assets, invest more than 5% of its total assets in
the
securities of any one issuer (except U.S. government
securities).
The remaining 25% of the fund's total assets is not
subject to this
restriction.
The fund's current restriction is more restrictive, and
states that
the fund may not:
"Invest in securities of any issuer if, immediately
after such
investment, more than 5% of the total assets of the
fund (taken
at current value) would be invested in the
securities of such
issuer; provided that this limitation does not
apply to
obligations issued or guaranteed as to interest or
principal by
the U.S. government or its agencies or
instrumentalities, and
this limitation shall apply only to 75% of the
fund's total
assets with respect to investments in securities
issued by or
backed by the credit of, any foreign government or
its agencies
and instrumentalities."
<PAGE>
The proposed amended fundamental investment restriction
is set forth
below.
"The fund may not ...
With respect to 75% of its total assets, invest in
the
securities of any issuer if, immediately after such
investment, more than 5% of the total assets of the
fund
(taken at current value) would be invested in the
securities of such issuer; provided that this
limitation
does not apply to obligations issued or guaranteed
as to
interest or principal by the U.S. government or its
agencies or instrumentalities."
If the proposed change is approved, the fund will be
able to invest
up to 25% of its total assets in the securities of any
one issuer.
The amended restriction would continue to exclude from
its
limitations U.S. government securities and would apply
to
investments in all other types of securities. Following
the
amendment, the fund would continue to be a diversified
investment
company for purposes of the 1940 Act.
Putnam Management believes this amendment will enhance
the fund's
investment flexibility. The proposed amendment will
enable the fund
to invest a greater percentage of its assets in
securities that
Putnam Management believes that this enhanced
flexibility could
assist the fund in achieving its investment objective.
However,
during times when Putnam Management invests a higher
percentage of
the fund's assets in one or more issuers, the value of
the fund's
shares may fluctuate more widely than the value of
shares of a
portfolio investing in a larger number of issuers.
Required Vote. Approval of this proposal requires the
affirmative
vote of the lesser of (1) more than 50% of the
outstanding shares of
the fund, or (2) 67% or more of the shares of the fund
present at
the meeting if more than 50% of the outstanding shares
of the fund
are present at the meeting in person or by proxy.
3.B. AMENDING THE FUND'S FUNDAMENTAL INVESTMENT
RESTRICTION WITH
RESPECT TO INVESTMENTS IN THE VOTING SECURITIES OF
A SINGLE
ISSUER
The Trustees are recommending that the fund's
fundamental investment
restriction with respect to investments in the voting
securities of
a single issuer be revised to reflect the standard
restriction
expected to be used by other Putnam funds and to grant
the fund the
maximum flexibility permitted under the 1940 Act. The
1940 Act
prohibits a diversified fund such as the fund from
investing, with
respect to 75% of its total assets, in the voting
securities of an
issuer if as a result it would own more than 10% of the
outstanding
voting securities of that issuer. The fund's current
investment
<PAGE>
restriction, which is more restrictive than the 1940
Act, states
that the fund may not:
"Acquire more than 10% of the voting securities of
any issuer."
The proposed amended fundamental investment restriction
is set forth
below.
"The fund may not ...
With respect to 75% of its total assets, acquire
more than
10% of the outstanding voting securities of any
issuer."
Putnam Management believes that limiting this
restriction to 75% of
the fund's total assets will enhance the fund's
investment
flexibility. Putnam Management has advised the Trustees
that the
current restriction could prevent the fund from
investing in certain
opportunities to the fullest extent that Putnam
Management believes
would best serve the fund's investment objective.
The amendment enables the fund to purchase more than 10%
of the
voting securities of an issuer with respect to 25% of
the fund's
total assets. To the extent the fund individually or
with other
funds and accounts managed by Putnam Management or its
affiliates
were to own all or a major portion of the outstanding
voting
securities of a particular issuer, under adverse market
or economic
conditions or in the event of adverse changes in the
financial
condition of the issuer the fund could find it more
difficult to
sell these voting securities when Putnam Management
believes it
advisable to do so, or may be able to sell the
securities only at
prices significantly lower than if they were more widely
held. In
addition, certain of the companies in which the fund may
invest a
greater portion of its assets following the amendment
could have
relatively small equity market capitalizations (e.g.,
under $1
billion). Such companies often have limited product
lines, markets
or financial resources. The securities of these
companies may trade
less frequently and in limited volume, and only in the
over-the-
counter market or on a regional securities exchange. As
a result,
these securities may fluctuate in value more than those
of larger,
more established companies. Under such circumstances,
it may also
be more difficult to determine the fair value of such
securities for
purposes of computing the fund's net asset value.
Required vote. Approval of this proposal requires the
affirmative
vote of the lesser of (1) more than 50% of the
outstanding shares of
the fund, or (2) 67% or more of the shares of the fund
present at
the meeting if more than 50% of the outstanding shares
of the fund
are present at the meeting in person or by proxy.
3.C. AMENDING THE FUND'S FUNDAMENTAL INVESTMENT
RESTRICTION WITH
RESPECT TO MAKING LOANS
<PAGE>
The Trustees are recommending that the fund's
fundamental investment
restriction with respect to making loans be revised to
reflect the
standard restriction expected to be used by other Putnam
funds and
to remove any asset limitations on the fund's ability to
enter into
repurchase agreements and securities loans. The current
restriction
states that the fund may not:
"Make loans, except by purchase of debt obligations
in which
the fund may invest consistent with its investment
policies,
by entering into repurchase agreements with respect
to not more
than 25% of its total assets (taken at current
value) or
through the lending of its portfolio securities
with respect to
not more than 25% of its total assets."
The proposed amended fundamental investment restriction
is set forth
below.
"The fund may not ...
Make loans, except by purchase of debt obligations
in
which the fund may invest consistent with its
investment
policies, by entering into repurchase agreements,
or by
lending its portfolio securities."
Following the amendment, the fund may, consistent with
its
investment objective and policies and applicable law,
enter into
repurchase agreements and securities loans without
limit. Putnam
Management believes that this increased investment
flexibility could
assist the fund in achieving its investment objective.
When the fund enters into a repurchase agreement, it
typically
purchases a security for a relatively short period
(usually not more
than one week), which the seller agrees to repurchase at
a fixed
time and price, representing the fund's cost plus
interest. When
the fund enters into a securities loan, it lends certain
of its
portfolio securities to broker-dealers or other parties
and
typically receives an interest payment in return. These
transactions must be fully collateralized at all times,
but involve
some risk to the fund if the other party should default
on its
obligation. If the other party in these transactions
should become
involved in bankruptcy or insolvency proceedings, it is
possible
that the fund may be treated as an unsecured creditor
and be
required to return the underlying collateral to the
other party's
estate.
Required vote. Approval of this proposal requires the
affirmative
vote of the lesser of (1) more than 50% of the
outstanding shares of
the fund, or (2) 67% or more of the shares of the fund
present at
the meeting if more than 50% of the outstanding shares
of the fund
are present at the meeting in person or by proxy.
<PAGE>
3.D. AMENDING THE FUND'S FUNDAMENTAL INVESTMENT
RESTRICTION WITH
RESPECT TO INVESTMENTS IN COMMODITIES
The Trustees are recommending that the fund's
fundamental investment
restriction with respect to investments in commodities
be revised to
reflect the standard restriction expected to be used by
other Putnam
funds. The current restriction states that the fund may
not:
"Purchase or sell commodities or commodity
contracts, except
that the fund may purchase and sell financial
futures contracts
and related options."
The proposed amended fundamental restriction is set
forth below.
"The fund may not ...
Purchase or sell commodities or commodity
contracts,
except that the fund may purchase and sell
financial
futures contracts and options and may enter into
foreign
exchange contracts and other financial transactions
not
involving physical commodities."
Under the revised restriction, the fund will continue to
be able to
engage in a variety of transactions involving the use of
financial
futures and options and foreign currencies, as well as
various other
financial transactions to the extent consistent with its
investment
objective and policies. Although the fund may already
engage in
many of these activities, Putnam Management believes
that the
revised language more clearly sets forth the fund's
policy. The
addition of financial transactions not involving the
direct purchase
or sale of physical commodities is intended to give the
fund maximum
flexibility to invest in a variety of financial
instruments that
could technically be considered commodities, but which
do not
involve the direct purchase or sale of physical
commodities, which
is the intended focus of the restriction.
Required vote. Approval of this proposal requires the
affirmative
vote of the lesser of (1) more than 50% of the
outstanding shares of
the fund, or (2) 67% or more of the shares of the fund
present at
the meeting if more than 50% of the outstanding shares
of the fund
are present at the meeting in person or by proxy.
3.E. AMENDING THE FUND'S FUNDAMENTAL INVESTMENT
RESTRICTION WITH
RESPECT TO SENIOR SECURITIES
The Trustees are recommending that the fund's
fundamental investment
restriction with respect to the issuance of senior
securities be
revised to reflect the standard restriction expected to
be used by
other Putnam funds and to make it clear that the fund is
not
restricted from borrowing money consistent with its
investment
policies. Generally, a "senior security" is a security
which has
<PAGE>
priority over any other security as to distribution of
assets or
dividends. The current restriction states that the fund
may not:
"Issue any class of securities which is senior to
the fund's
shares of beneficial interest."
The proposed amended fundamental investment restriction
is set forth
below:
"The fund may not . . .
"Issue any class of securities which is senior to
the fund's
shares of beneficial interest, except for permitted
borrowings."
Although Putnam Management believes that the fund may
currently
borrow money to the maximum extent permitted by its
existing
policies (up to 10% of its total assets) without
violating its
current restriction, it believes that amending the
restriction will
avoid any possible ambiguity.
Required vote. Approval of this proposal requires the
affirmative
vote of the lesser of (1) more than 50% of the
outstanding shares of
the fund, or (2) 67% or more of the shares of the fund
present at
the meeting if more than 50% of the outstanding shares
of the fund
are present at the meeting in person or by proxy.
4.A. ELIMINATING THE FUND'S FUNDAMENTAL INVESTMENT
RESTRICTION WITH
RESPECT TO INVESTMENTS IN SECURITIES OF ISSUERS IN
WHICH
MANAGEMENT OF THE FUND OR PUTNAM INVESTMENT
MANAGEMENT OWNS
SECURITIES
The Trustees are recommending eliminating the fund's
fundamental
investment restriction which prevents the fund from
investing in the
securities of issuers in which management of the fund or
Putnam
Management owns a certain percentage of securities and
replacing it
with a standard non-fundamental restriction expected to
be used by
other Putnam funds. The current restriction states that
the fund
may not:
"Invest in securities of any issuer if, to the
knowledge of the
fund, officers and Trustees of the fund and
officers and
directors of Putnam Management who beneficially own
more than
0.5% of the shares or securities of that issuer
together own
more than 5%."
The fund originally adopted this restriction to comply
with certain
state securities law requirements which are no longer
applicable to
the fund. If this proposal is approved, the Trustees
intend to
replace this fundamental restriction with the following
substantially identical non-fundamental investment
restriction:
<PAGE>
"The fund may not. . .
Invest in the securities of any issuer, if, to the
knowledge of
the fund, officers and Trustees of the fund and
officers and
directors of Putnam Management who beneficially own
more than
0.5% of the securities of that issuer together own
more than 5%
of such securities."
By making this policy non-fundamental, the fund will
have the
ability to modify or eliminate the restriction to
increase
investment flexibility without the need for shareholder
approval.
If the restriction were to be eliminated, the fund would
be able to
invest in the securities of any issuer without regard to
ownership
in such issuer by management of the fund or Putnam
Management,
except to the extent prohibited by the fund's investment
policies or
the 1940 Act.
Required vote. Approval of this proposal requires the
affirmative
vote of the lesser of (1) more than 50% of the
outstanding shares of
the fund, or (2) 67% or more of the shares of the fund
present at
the meeting if more than 50% of the outstanding shares
of the fund
are present at the meeting in person or by proxy.
4.B. ELIMINATING THE FUND'S FUNDAMENTAL INVESTMENT
RESTRICTION WITH
RESPECT TO MARGIN TRANSACTIONS
The Trustees are recommending that the fund's
fundamental investment
restriction with respect to margin transactions be
eliminated and
replaced by a standard non-fundamental investment
restriction
expected to be used by the other Putnam funds. "Margin
transactions" involve the purchase of securities with
money borrowed
from a broker, with cash or eligible securities being
used as
collateral against the loan. The current restriction
states that
the fund may not:
"Purchase securities on margin, except such
short-term credits
as may be necessary for the clearance of purchases
and sales of
securities, and except that it may make margin
payments in
connection with futures contracts and options."
The fund originally adopted this restriction to comply
with certain
state securities law requirements which are no longer
applicable to
the fund. If the proposal is approved, the Trustees
intend to
replace this fundamental restriction with the following
substantially identical non-fundamental investment
restriction:
"The fund may not . . .
Purchase securities on margin, except such
short-term
credits as may be necessary for the clearance of
purchases
and sales of securities, and except that it may
make
<PAGE>
margin payments in connection with financial
futures
contracts or options."
The proposed restriction includes margin payments in
connection with
all options transactions, not just options on futures,
in its
exception.
By making this policy non-fundamental, the fund will
have the
ability to modify or eliminate the restriction to
increase
investment flexibility without the need for shareholder
approval.
The fund's potential use of margin transactions beyond
transactions
in financial futures and options and for the clearance
of purchases
and sales of securities, including the use of margin in
ordinary
securities transactions, is currently limited by SEC
guidelines
which prohibit margin transactions because they create
senior
securities. The fund's ability to engage in margin
transactions is
also limited by its investment policies, which generally
permit the
fund to borrow money only in limited circumstances.
Required vote. Approval of this proposal requires the
affirmative
vote of the lesser of (1) more than 50% of the
outstanding shares of
the fund, or (2) 67% or more of the shares of the fund
present at
the meeting if more than 50% of the outstanding shares
of the fund
are present at the meeting in person or by proxy.
4.C. ELIMINATING THE FUND'S FUNDAMENTAL INVESTMENT
RESTRICTION WITH
RESPECT TO SHORT SALES
The Trustees are recommending that the fund's
fundamental investment
restriction with respect to short sales be eliminated
and replaced
by a standard non-fundamental investment restriction
expected to be
used by other Putnam funds. The restriction states that
the fund
may not:
"Make short sales of securities or maintain a short
sale
position for the account of the fund unless at all
times when a
short position is open it owns an equal amount of
such
securities or owns securities which, without
payment of any
further consideration, are convertible into or
exchangeable for
securities of the same issue as, and at least equal
in amount
to, the securities sold short."
The fund originally adopted this restriction to comply
with certain
state securities laws requirements which are no longer
applicable to
the fund. If this proposal is approved, the Trustees
intend to
replace this fundamental restriction with the following
substantially identical non-fundamental restriction:
"The fund may not ...
<PAGE>
Make short sales of securities or maintain a short
position for
the account of the fund unless at all times when a
short
position is open it owns an equal amount of such
securities or
owns securities which, without payment of any
further
consideration, are convertible into or exchangeable
for
securities of the same issue as, and in equal
amount to, the
securities sold short."
By making this policy non-fundamental, the fund will
have the
ability to modify or eliminate the restriction to
increase
investment flexibility without the need for shareholder
approval.
In a typical short sale, the fund borrows securities
from a broker
that it anticipates will decline in value in order to
sell to a
third party. The fund becomes obligated to return
securities of the
same issue and quantity at some future date, and it
realizes a loss
to the extent the securities increase in value and a
profit to the
extent the securities decline in value (after including
any
associated costs). Since the value of a particular
security can
increase without limit, the fund could potentially
realize losses
with respect to short sales in which the fund does not
own or have
the right to acquire at no added cost securities
identical to those
sold short that are significantly greater than the value
of the
securities at the time they are sold short.
Required vote. Approval of this proposal requires the
affirmative
vote of the lesser of (1) more than 50% of the
outstanding shares of
the fund, or (2) 67% or more of the shares of the fund
present at
the meeting if more than 50% of the outstanding shares
of the fund
are present at the meeting in person or by proxy.
4.D. ELIMINATING THE FUND'S FUNDAMENTAL INVESTMENT
RESTRICTION WITH
RESPECT TO PLEDGING ASSETS
The Trustees are recommending that the fund's
fundamental investment
restriction which limits the fund's ability to pledge
its assets be
eliminated and replaced by a standard non-fundamental
investment
restriction expected to be used by other Putnam funds.
The current
restriction states that the fund may not:
"Pledge, hypothecate, mortgage or otherwise
encumber its assets
in excess of 15% of its total assets (taken at
current value)
and then only to secure borrowings permitted by
restriction 1
above. (The deposit of underlying securities and
other assets
in escrow and collateral arrangements with respect
to margin
for futures contracts and options are not deemed to
be pledges
or other encumbrances.)" [Restriction 1 permits
the fund to
borrow money in an amount equal to up to 10% of its
total
assets for certain limited purposes.]
The fund originally adopted this restriction to comply
with certain
state securities law requirements which are no longer
applicable to
<PAGE>
the fund. If the proposal is approved, the Trustees
intend to
replace this restriction with the following
non-fundamental
investment restriction to comply with current state
requirements:
"The fund may not ...
Pledge, hypothecate, mortgage or otherwise encumber
its
assets in excess of 33 1/3% of its total assets
(taken at
cost) in connection with permitted borrowings."
This proposal would enable the fund to pledge up to
one-third of its
total assets in connection with fund borrowings; other
activities
which could be deemed to be pledges or other
encumbrances, such as
collateral arrangements with respect to certain forward
commitments,
futures contracts and options transactions, will not be
restricted.
Putnam Management believes that this enhanced
flexibility could
assist the fund in achieving its investment objective.
Further,
Putnam Management believes that the fund's current
limits on
pledging may conflict with the fund's ability to borrow
money to
meet redemption requests or for extraordinary or
emergency purposes.
This conflict arises because banks may require borrowers
such as the
fund to pledge assets in order to collateralize the
amount borrowed.
These collateral requirements are typically for amounts
at least
equal to, and often larger than, the principal amount of
the loan.
If the fund needed to borrow the maximum amount
permitted by its
policies (currently 10% of its total assets), it might
be possible
that a bank would require collateral in excess of 15% of
the fund's
total assets. Thus, the current restriction could have
the effect
of reducing the amount that the fund may borrow in these
situations.
By making this policy non-fundamental, the fund will
have the
ability to modify or eliminate the restriction to
increase
investment flexibility without the need for shareholder
approval.
Pledging assets does entail certain risks. To the
extent that the
fund pledges its assets, the fund may have less
flexibility in
liquidating its assets. If a large portion of the
fund's assets
were involved, the fund's ability to meet redemption
requests or
other obligations could be delayed.
Required vote. Approval of this proposal requires the
affirmative
vote of the lesser of (1) more than 50% of the
outstanding shares of
the fund, or (2) 67% or more of the shares of the fund
present at
the meeting if more than 50% of the outstanding shares
of the fund
are present at the meeting in person or by proxy.
<PAGE>
4.E. ELIMINATING THE FUND'S FUNDAMENTAL INVESTMENT
RESTRICTION WITH
RESPECT TO INVESTMENTS IN CERTAIN OIL, GAS AND
MINERAL
INTERESTS
The Trustees are recommending that the fund's
fundamental investment
restriction with respect to investments in oil, gas and
mineral
leases, rights or royalty contracts be eliminated and
replaced by a
standard non-fundamental investment restriction expected
to be used
by other Putnam funds. The current restriction states
that the fund
may not:
"Buy or sell oil, gas, or other mineral leases,
rights, or
royalty contracts, although it may purchase
securities of
issuers which deal in, represent interests in, or
are secured
by interests in such leases, rights, or contracts,
and it may
acquire or dispose of such leases, rights, or
contracts
acquired through the exercise of its rights as a
holder of debt
obligations secured thereby."
The fund originally adopted the restriction to comply
with certain
state securities law requirements which are no longer
applicable to
the fund. If this proposal is approved, the Trustees
intend to
adopt the following substantially identical
non-fundamental
restriction:
"The fund may not . . .
Buy or sell oil, gas or other mineral leases,
rights or royalty
contracts, although it may purchase securities
which represent
interests in, are secured by interests in, or which
are issued
by issuers which deal in, such leases, rights or
contracts, and
it may acquire and dispose of such leases, rights
or contracts
acquired through the exercise of its rights as a
holder of debt
obligations secured thereby."
By making this policy non-fundamental, the fund will
have the
ability to modify or eliminate the restriction to
increase
investment flexibility without the need for shareholder
approval.
Investments in oil, gas and other mineral leases, rights
or royalty
contracts and in securities which derive their value in
part from
such instruments, entail certain risks. The prices of
these
investments are subject to substantial fluctuations, and
may be
affected by unpredictable economic and political
circumstances such
as social, political or military disturbances, the
taxation and
regulatory policies of various governments, the
activities and
policies of OPEC (an organization of major oil producing
countries),
the existence of cartels in such industries, the
discovery of new
reserves and the development of new techniques for
producing,
refining and transporting such materials and related
products, the
development of new technology, energy conservation
practices, and
the development of alternative energy sources and
alternative uses
<PAGE>
for such materials and related products. In addition,
in order to
enforce its rights in the event of a default of an
issuer of these
securities, the fund may be required to participate in
various legal
proceedings or take possession of and manage assets
securing the
issuer's obligations. This could increase the fund's
operating
expenses and adversely affect the fund's net asset
value.
Required vote. Approval of this proposal requires the
affirmative
vote of the lesser of (1) more than 50% of the
outstanding shares of
the fund, or (2) 67% or more of the shares of the fund
present at
the meeting if more than 50% of the outstanding shares
of the fund
are present at the meeting in person or by proxy.
4.F. ELIMINATING THE FUND'S FUNDAMENTAL INVESTMENT
RESTRICTION WITH
RESPECT TO INVESTING TO GAIN CONTROL OF A COMPANY'S
MANAGEMENT
The Trustees are recommending that the fund's
fundamental investment
restriction which states that the fund may not "make
investments for
the purpose of gaining control of a company's
management" be
eliminated. Eliminating the restriction would make it
clear that
the fund can freely exercise its rights as a shareholder
of the
various companies in which it may invest. These rights
may include
the right to actively oppose or support the management
of such
companies. Putnam Management believes it would be in
the best
interest of the fund to eliminate the restriction.
Putnam Management believes that eliminating this
restriction will
allow the fund maximum flexibility to protect the value
of its
investments through influencing management of companies
in which it
invests. Putnam Management believes that the fund
should be allowed
to freely communicate its views as a shareholder on
matters of
policy to management, the board of directors, and other
shareholders
when a policy may affect the value of the fund's
investment.
Activities in which the fund may engage might include
the fund,
either individually or with others, seeking changes in a
company's
goals, management, or board of directors, seeking the
sale of some
or all of a company's assets, or voting to participate
in or oppose
a takeover effort with respect to a company. Although
Putnam
Management believes that the fund currently may engage
in such
activities without necessarily violating this
restriction, it
believes that eliminating the restriction will eliminate
any
potential obstacle to the fund in protecting its
interests as a
shareholder.
This area of corporate activity is highly prone to
litigation, and
whether or not the restriction is eliminated, the fund
could be
drawn into lawsuits related to these activities. The
fund will
direct its efforts toward those instances where Putnam
Management
believes the potential for benefit to the fund outweighs
potential
litigation risks.
<PAGE>
Required vote. Approval of this proposal requires the
affirmative
vote of the lesser of (1) more than 50% of the
outstanding shares of
the fund, or (2) 67% or more of the shares of the fund
present at
the meeting if more than 50% of the outstanding shares
of the fund
are present at the meeting in person or by proxy.
4.G. ELIMINATING THE FUND'S FUNDAMENTAL INVESTMENT
RESTRICTION WITH
RESPECT TO INVESTMENTS IN OTHER INVESTMENT
COMPANIES
The Trustees are recommending that the fund's
fundamental investment
restriction with respect to investments in other
investment
companies be eliminated and replaced by a standard
non-fundamental
investment restriction expected to be used by other
Putnam funds.
The current restriction states that the fund may not:
"Invest in the securities of other registered
investment
companies, except by purchase in the open market
including only
customary brokers' commissions, and except as they
may be
acquired as part of a merger, consolidation or
acquisition of
assets."
The 1940 Act imposes limitations on the fund's ability
to invest in
other investment companies, but these limitations are
less
restrictive than the fund's current restriction and are
not required
to be contained in a fundamental policy. For these
reasons, Putnam
Management believes that the current restriction is
unnecessarily
restrictive and should be eliminated. If the proposal
is approved,
the Trustees intend to replace the current restriction
with the
following non-fundamental investment restriction to
comply with
current requirements:
"The fund may not ...
Invest in the securities of registered open-end
investment
companies, except as they may be acquired as part
of a merger
or consolidation or acquisition of assets or by
purchases in
the open market involving only customary brokers'
commissions."
This new non-fundamental restriction would allow the
fund to invest
in other open-end companies in open-market investments.
Of course,
any such investment by the fund would be subject to the
restrictions
imposed under the 1940 Act in effect from time to time.
Putnam
Management believes that this enhanced flexibility could
assist the
fund in meeting its objective.
Required vote. Approval of this proposal requires the
affirmative
vote of the lesser of (1) more than 50% of the
outstanding shares of
the fund, or (2) 67% or more of the shares of the fund
present at
the meeting if more than 50% of the outstanding shares
of the fund
are present at the meeting in person or by proxy.
Further Information About Voting and the Shareholder
Meeting
<PAGE>
Quorum and Methods of Tabulation. Thirty percent of the
shares
entitled to vote -- present in person or represented by
proxy --
constitutes a quorum for the transaction of business
with respect to
any proposal at the meeting (unless otherwise noted in
the proxy
statement). Shares represented by proxies that reflect
abstentions
and "broker non-votes" (i.e., shares held by brokers or
nominees as
to which (i) instructions have not been received from
the beneficial
owners or the persons entitled to vote and (ii) the
broker or
nominee does not have the discretionary voting power on
a particular
matter) will be counted as shares that are present and
entitled to
vote on the matter for purposes of determining the
presence of a
quorum. Votes cast by proxy or in person at the meeting
will be
counted by persons appointed by your fund as tellers for
the
meeting.
The tellers will count the total number of votes cast
"for" approval
of the proposals for purposes of determining whether
sufficient
affirmative votes have been cast. With respect to the
election of
Trustees and selection of auditors, neither abstentions
nor broker
non-votes have any effect on the outcome of the
proposal. With
respect to any other proposals, abstentions and broker
non-votes
have the effect of a negative vote on the proposal.
Other business. The Trustees know of no other business
to be
brought before the meeting. However, if any other
matters properly
come before the meeting, it is their intention that
proxies that do
not contain specific restrictions to the contrary will
be voted on
such matters in accordance with the judgment of the
persons named as
proxies in the enclosed form of proxy.
Simultaneous meetings. The meeting of shareholders of
your fund is
called to be held at the same time as the meetings of
shareholders
of certain of the other Putnam funds. It is anticipated
that all
meetings will be held simultaneously. If any
shareholder at the
meeting objects to the holding of a simultaneous meeting
and moves
for an adjournment of the meeting to a time promptly
after the
simultaneous meetings, the persons named as proxies will
vote in
favor of such adjournment.
Solicitation of proxies. In addition to soliciting
proxies by mail,
Trustees of your fund and employees of Putnam
Management, Putnam
Fiduciary Trust Company and Putnam Mutual Funds may
solicit proxies
in person or by telephone. Your fund may also arrange
to have votes
recorded by telephone. The telephone voting procedure
is designed
to authenticate shareholders' identities, to allow
shareholders to
authorize the voting of their shares in accordance with
their
instructions and to confirm that their instructions have
been
properly recorded. Your fund has been advised by
counsel that these
procedures are consistent with the requirements of
applicable law.
If these procedures were subject to a successful legal
challenge,
such votes would not be counted at the meeting. Your
fund is
unaware of any such challenge at this time.
Shareholders would be
<PAGE>
called at the phone number Putnam Investments has in its
records for
their accounts, and would be asked for their Social
Security number
or other identifying information. The shareholders
would then be
given an opportunity to authorize proxies to vote their
shares at
the meeting in accordance with their instructions. To
ensure that
the shareholders' instructions have been recorded
correctly, they
will also receive a confirmation of their instructions
in the mail.
A special toll-free number will be available in case the
information
contained in the confirmation is incorrect.
Your fund's Trustees have adopted a general policy of
maintaining
confidentiality in the voting of proxies. Consistent
with this
policy, your fund may solicit proxies from shareholders
who have not
voted their shares or who have abstained from voting.
Persons holding shares as nominees will upon request be
reimbursed
for their reasonable expenses in soliciting instructions
from their
principals. Your fund has retained at its expense D.F.
King & Co.,
Inc., 77 Water Street, New York, New York 10005, to aid
in the
solicitation of instructions for registered and nominee
accounts,
for a fee not to exceed [$2,500] plus reasonable
out-of-pocket
expenses for mailing and phone costs.
Revocation of proxies. Proxies, including proxies given
by
telephone, may be revoked at any time before they are
voted by a
written revocation received by the Clerk of your fund,
by properly
executing a later-dated proxy or by attending the
meeting and voting
in person.
Date for receipt of shareholders' proposals for
subsequent meetings
of shareholders. Your fund's Agreement and Declaration
of Trust
does not provide for annual meetings of shareholders,
and your fund
does not currently intend to hold such a meeting in
1997.
Shareholder proposals for inclusion in the proxy
statement for any
subsequent meeting must be received by your fund within
a reasonable
period of time prior to any such meeting.
Adjournment. If sufficient votes in favor of any of the
proposals
set forth in the Notice of the Meeting are not received
by the time
scheduled for the meeting, the persons named as proxies
may propose
adjournments of the meeting for a period or periods of
not more than
60 days in the aggregate to permit further solicitation
of proxies
with respect to any of such proposals. Any adjournment
will require
the affirmative vote of a majority of the votes cast on
the question
in person or by proxy at the session of the meeting to
be adjourned.
The persons named as proxies will vote in favor of such
adjournment
those proxies which they are entitled to vote in favor
of such
proposals. They will vote against such adjournment
those proxies
required to be voted against such proposals. Your fund
pays the
costs of any additional solicitation and of any
adjourned session.
Any proposals for which sufficient favorable votes have
been
received by the time of the meeting may be acted upon
and considered
<PAGE>
final regardless of whether the meeting is adjourned to
permit
additional solicitation with respect to any other
proposal.
Financial information. Your fund will furnish, without
charge, to
you upon request a copy of the fund's annual report for
its most
recent fiscal year, and a copy of its semiannual report
for any
subsequent semiannual period. Such requests may be
directed to
Putnam Investor Services, P.O. Box 41203, Providence, RI
02940-1203
or 1-800-225-1581.
Further Information About Your Fund
Limitation of Trustee liability. The Agreement and
Declaration of
Trust of your fund provides that the fund will indemnify
its
Trustees and officers against liabilities and expenses
incurred in
connection with litigation in which they may be involved
because of
their offices with the fund, except if it is determined
in the
manner specified in the Agreement and Declaration of
Trust that they
have not acted in good faith in the reasonable belief
that their
actions were in the best interests of the fund or that
such
indemnification would relieve any officer or Trustee of
any
liability to the fund or its shareholders arising by
reason of
willful misfeasance, bad faith, gross negligence or
reckless
disregard of his or her duties. Your fund, at its
expense, provides
liability insurance for the benefit of its Trustees and
officers.
Audit and Nominating Committees. The voting members of
the Audit
Committee of your fund include only Trustees who are not
"interested
persons" of the fund by reason of any affiliation with
Putnam
Investments and its affiliates. The Audit Committee
currently
consists of Messrs. Estin (Chairman), Perkins (without
vote),
Putnam, III (without vote), Shapiro, Smith (without
vote), and Ms.
Kennan. The Nominating Committee consists only of
Trustees who are
not "interested persons" of your fund or Putnam
Management. The
Nominating Committee currently consists of Dr. Pounds
and Ms. Kennan
(Co-chairpersons), Ms. Baxter, and Messrs. Estin, Hill,
Jackson,
Patterson, Shapiro, and Thorndike.
<PAGE>
Officers and other information. In addition to George
Putnam and
Lawrence J. Lasser, the officers of your fund are as
follows:
Year first
elected to
Name (age) Office
office
- -----------------------------------------------------------------
Charles E. Porter (58) Executive Vice President
19__
Patricia C. Flaherty (49) Senior Vice President
19__
John D. Hughes (61) Senior Vice President &
Treasurer
19__
Gordon H. Silver (49) Vice President
19__
Brett C. Browchuk (33) Vice President
19__
Anthony W. Regan (57) Vice President
19__
Justin M. Scott*(39) Vice President
19__
Peter Carman (55) Vice President
19__
William N. Shiebler**(54) Vice President
19__
John R. Verani (57) Vice President
19__
Paul M. O'Neil (43) Vice President
19__
Beverly Marcus (52) Clerk
19__
- -----------------------------------------------------------------
- ---
* The fund's portfolio manager
** President of Putnam Mutual Funds
All of the officers of your fund are employees of Putnam
Management
or its affiliates. Because of their positions with
Putnam
Management or its affiliates or their ownership of stock
of Marsh &
McLennan Companies, Inc., the parent corporation of
Putnam
Management and Putnam Mutual Funds, Messrs. Putnam,
George Putnam,
III, Lasser and Smith (nominees for Trustees of your
fund), as well
as the officers of your fund, will benefit from the
management fees,
distribution fees, underwriting commissions, custodian
fees, and
investor servicing fees paid or allowed by the fund.
Assets and shares outstanding of your fund as of [
, 1996]
Net assets [$
]
Class A shares outstanding
and authorized to vote [
] shares
Class B shares outstanding
and authorized to vote [
] shares
Class M shares outstanding
and authorized to vote [
] shares
<PAGE>
5% beneficial ownership of your fund as of [__________,
1996]
Persons beneficially owning more than 5%
of the fund's class A shares
(1) [ ]
[ ] shares or [ ]%
Persons beneficially owning more than 5%
of the fund's class B shares
(1) [ ] [ ]
shares or [ ]%
Persons beneficially owning more than 5%
of the fund's class M shares
(1) [ ] [ ]
shares or [ ]%
<PAGE>
PUTNAMINVESTMENTS
The Putnam Funds
One Post Office Square
Boston, Massachusetts 02109
Toll-free 1-800-225-1581
<PAGE>
PUTNAMINVESTMENTS
This is your PROXY CARD.
Please vote this proxy, sign it below, and return it
promptly in the
envelope provided. Your vote is important.
HAS YOUR ADDRESS CHANGED?
Please use this form to notify us of any change in
address or
telephone number or to provide us with your comments.
Detach this
form from the proxy ballot and return it with your
signed proxy in
the enclosed envelope.
Street
- -----------------------------------------------------------------
- ---
City State
Zip
- -----------------------------------------------------------------
- ---
Telephone
- -----------------------------------------------------------------
- ---
DO YOU HAVE ANY COMMENTS?
- -----------------------------------------------------------------
- ---
- -----------------------------------------------------------------
- ---
- -----------------------------------------------------------------
- ---
DEAR SHAREHOLDER:
Your vote is important. Please help us to eliminate the
expense of
follow-up mailings by signing and returning this proxy
as soon as
possible. A postage-paid envelope is enclosed for your
convenience.
THANK YOU!
- -----------------------------------------------------------------
- ---
Please fold at perforation before detaching.
<PAGE>
Proxy for a meeting of shareholders to be held on
February 6, 1997
for Putnam International Growth Fund.
This proxy is solicited on behalf of the Trustees of the
fund.
The undersigned shareholder hereby appoints George
Putnam, Hans H.
Estin, and Robert E. Patterson, and each of them
separately,
Proxies, with power of substitution, and hereby
authorizes them to
represent and to vote, as designated below, at the
meeting of
shareholders of Putnam International Growth Fund on
February 6,
1997, at 2:00 p.m., Boston time, and at any adjournments
thereof,
all of the shares of the fund that the undersigned
shareholder would
be entitled to vote if personally present.
If you complete and sign the proxy, we'll vote it
exactly as you
tell us. If you simply sign the proxy, it will be voted
FOR
electing Trustees as set forth in Proposal 1 and FOR
each of the
other Proposals listed below. In their discretion, the
Proxies will
also be authorized to vote upon such other matters that
may properly
come before the meeting.
Note: If you have questions on any of the proposals,
please call
1-800-225-1581.
PLEASE BE SURE TO SIGN AND DATE THIS PROXY.
Please sign your name exactly as it appears on this
card. If you
are a joint owner, each owner should sign. When signing
as
executor, administrator, attorney, trustee, or guardian,
or as
custodian for a minor, please give your full title as
such. If you
are signing for a corporation, please sign the full
corporate name
and indicate the signer's office. If you are a partner,
sign in the
partnership name.
- -----------------------------------------------------------------
- ---
Shareholder sign here
Date
- -----------------------------------------------------------------
- ---
Co-owner sign here
Date
<PAGE>
THE TRUSTEES RECOMMEND A VOTE FOR ELECTING ALL OF THE
NOMINEES FOR
TRUSTEES AND FOR THE OTHER PROPOSALS LISTED BELOW.
Please mark your choices / X / in blue or black ink.
1. Proposal to elect Trustees
The nominees for Trustees are: J.A. Baxter, H.H.
Estin, J.A.
Hill, R.J. Jackson, E.T. Kennan, L.J. Lasser, R.E.
Patterson,
D.S. Perkins, W.F. Pounds, G. Putnam, G. Putnam,
III, E.
Shapiro, A.J.C. Smith and W.N. Thorndike.
/ / FOR electing all the nominees
(except as indicated to the contrary below)
/ / WITHHOLD authority to vote for all nominees
To withhold authority to vote for one or more of the
nominees, write
those nominees' names below:
- -----------------------------------------------------------------
- --
PROPOSAL TO:
2. Ratify the selection FOR AGAINST
ABSTAIN
of Coopers & Lybrand
L.L.P. as the / / / / /
/
independent auditors
of your fund.
3. Amend the fund's
fundamental investment
restriction with respect
to:
A. Diversification. / / / / /
/
B. Investments in the voting / / / / /
/
securities of a single
issuer.
C. Making loans. / / / / /
/
D. Investments in / / / / /
/
commodities.
E. Senior securities. / / / / /
/
4. Eliminate the fund's
fundamental investment
restriction with respect
to:
<PAGE>
A. Investments in securities / / / / /
/
of issuers in which
management of the fund
or Putnam Investment
Management owns securities.
B. Margin transactions. / / / / /
/
C. Short sales. / / / / /
/
D. Pledging assets. / / / / /
/
E. Investments in certain / / / / /
/
oil, gas and mineral
interests.
F. Investing to gain / / / / /
/
control of a company's
management.
G. Investments in / / / / /
/
other investment
companies.
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lipsett/106290.111/proxys/intgrow3.wpf
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