SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
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Filed by the Registrant / X /
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Filed by a Party other than the Registrant / /
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CHECK THE APPROPRIATE BOX:
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/ / Preliminary Proxy Statement
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/ / Preliminary Additional Materials
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/ / Definitive Proxy Statement
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/ / Definitive Additional Materials
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/ / Soliciting Material Pursuant to Sec. 240.14a-11(e) or
---- Sec. 240.14a-12
PUTNAM ARIZONA TAX EXEMPT INCOME FUND
PUTNAM NEW YORK TAX EXEMPT OPPORTUNITIES FUND
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
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/ x / $125 per Exchange Act Rules 0-11(c)(1)(ii),
---- 14a-6(i)(1), or 14a-6(i)(2).
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/ / $500 per each party to the controversy pursuant
---- to Exchange Act Rule 14a-6(i)(3).
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/ / Fee computed on table below per Exchange Act Rules
---- 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which
transaction applies:
(2) Aggregate number of securities to which
transaction applies:
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule
0-11:
<PAGE>
(4) Proposed maximum aggregate value of transaction:
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/ / Check box if any part of the fee is offset as provided
---- by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously.
Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its
filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed: <PAGE>
IMPORTANT INFORMATION
FOR SHAREHOLDERS IN
PUTNAM ARIZONA TAX EXEMPT INCOME FUND
PUTNAM NEW YORK TAX EXEMPT OPPORTUNITIES 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 PAGE [ ].
WHILE INVESTORS SOMETIMES FIND A PROXY STATEMENT INTIMIDATING, WE
ARE, IN FACT, ASKING FOR YOUR VOTE ON JUST A FEW MATTERS. SO WE
URGE YOU TO SPEND A FEW 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. . . . . . . . . . . . . . . . . . . . . . . . .3
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 or by calling 1-800-225-1581. We are asking for
your vote on these 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 THE ELIMINATION OF YOUR FUND'S FUNDAMENTAL
INVESTMENT RESTRICTION WITH RESPECT TO INVESTMENTS IN
INVESTMENT COMPANIES; AND
4. APPROVING THE AMENDMENT OF YOUR FUND'S FUNDAMENTAL
INVESTMENT RESTRICTION WITH RESPECT TO INVESTMENTS IN
RESTRICTED SECURITIES.
Although we would like very much to have each shareholder attend
your fund's meeting, we realize this is not possible. Whether or
not you plan to be present, we need your vote. We urge you to
complete, sign, and return the enclosed proxy card promptly. A
postage-paid envelope is enclosed.
I'm sure that you, like most people, lead a busy life and are
tempted to put this proxy aside for another day. Please don't.
When shareholders don't return their proxies, their fund may have
to incur the expense of follow-up solicitations. All
shareholders benefit from the speedy return of proxies.
Your vote is important to us. We appreciate the time and
consideration that I am sure you will give this important matter.
If you have questions about the proposals, call 1-800-255-1581.
Sincerely yours,
(signature of George Putnam)
George Putnam, Chairman
<PAGE>
PUTNAM ARIZONA TAX EXEMPT INCOME FUND
PUTNAM NEW YORK TAX EXEMPT OPPORTUNITIES 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 Arizona Tax Exempt Income Fund and
Putnam New York Tax Exempt Opportunities Fund:
A Meeting of Shareholders of your fund will be held on July 13,
1995 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 of auditors for your fund for the
current fiscal year. See page [ ].
3. Approving the elimination of your fund's fundamental
investment restriction with respect to investments in
investment companies. See page [ ].
4. Approving an amendment of your fund's fundamental investment
restriction with respect to investments in restricted
securities. 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
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.
April 24, 1995
<PAGE>
PROXY STATEMENT
THIS DOCUMENT WILL GIVE YOU THE INFORMATION YOU NEED TO VOTE ON
THE MATTERS LISTED ON THE PREVIOUS PAGE. MUCH OF THE INFORMATION
IN THE PROXY STATEMENT IS REQUIRED UNDER RULES OF THE SECURITIES
AND EXCHANGE COMMISSION (SEC); SOME OF IT IS TECHNICAL. IF THERE
IS ANYTHING YOU DON'T UNDERSTAND, PLEASE CONTACT US AT OUR
SPECIAL TOLL-FREE NUMBER, 1-800-225-1581, OR CALL YOUR FINANCIAL
ADVISER.
WHO IS ASKING FOR MY VOTE?
THE ENCLOSED PROXY IS SOLICITED BY THE TRUSTEES OF PUTNAM ARIZONA
TAX EXEMPT INCOME FUND AND PUTNAM NEW YORK TAX EXEMPT
OPPORTUNITIES FUND for use at the Meeting of Shareholders to be
held on July 13, 1995, and, if the meeting is adjourned, at any
later meetings, for the purposes stated in the Notice of Meeting
(see previous page).
HOW DO YOUR FUND'S TRUSTEES RECOMMEND THAT SHAREHOLDERS VOTE ON
THESE PROPOSALS?
The Trustees recommend that you vote
1. FOR THE ELECTION OF ALL NOMINEES,
2. FOR SELECTING THE INDEPENDENT AUDITORS FOR YOUR FUND,
COOPERS & LYBRAND LLP PUTNAM ARIZONA TAX EXEMPT
INCOME FUND
PRICE WATERHOUSE L.L.P. PUTNAM NEW YORK TAX
EXEMPT OPPORTUNITIES FUND
3. FOR APPROVING A PROPOSAL TO ELIMINATE YOUR FUND'S
FUNDAMENTAL INVESTMENT RESTRICTION WITH RESPECT TO
INVESTMENTS IN INVESTMENT COMPANIES; AND
4. FOR APPROVING A PROPOSAL TO AMEND YOUR FUND'S FUNDAMENTAL
INVESTMENT RESTRICTION WITH RESPECT TO INVESTMENTS IN
RESTRICTED SECURITIES.
WHO IS ELIGIBLE TO VOTE?
Shareholders of record at the close of business on April 21,
1995, 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 April 24, 1995.
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
I. ELECTION OF TRUSTEES
WHO ARE THE NOMINEES FOR TRUSTEES?
The nominees for election as Trustees of your Fund are described
below. Each nominee is currently a Trustee of each fund and of
the other Putnam funds.
All nominees have been recommended by the nominating committee of
the Trustees, which consists solely of Trustees who are not
"interested persons" (as defined in the Investment Company Act of
1940) of each fund or of Putnam Investment Management, Inc., each
fund's investment manager ("Putnam Management").
JAMESON ADKINS BAXTER
[INSERT PICTURE]
Ms. Baxter, age 51, 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, a Fortune 500 printing company, Avondale Federal
Savings Bank, a savings and loan company, and ASHTA Chemicals,
Inc., a basic chemicals producer. 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 a Member of the Board of Governors of Good Shepherd Hospital.
She is also active in various professional and civic
organizations, including the Financial Women's Association of New
York. Ms. Baxter is a graduate of Mount Holyoke College.
<PAGE>
HANS H. ESTIN
[INSERT PICTURE]
Mr. Estin, age 66, is a Chartered Financial Analyst and the Vice
Chairman of North American Management Corp., a registered
investment adviser serving individual clients and their families.
Mr. Estin currently also serves as a Director of The Boston
Company, Inc., a registered investment adviser which provides
administrative and investment management services to mutual funds
and other institutional investors, and Boston Safe Deposit and
Trust Company; a Corporation Member of Massachusetts General
Hospital; and a Trustee of New England Aquarium. He previously
served as the Chairman of the Board of Trustees of Boston
University and is currently active in various other civic
associations, including the Boys & Girls Clubs of Boston, Inc.
Mr. Estin is a graduate of Harvard College and holds honorary
doctorates from Merrimack College and Boston University.
JOHN A. HILL
[INSERT PICTURE]
Mr. Hill, age 53, 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, Enterra Corporation, an oil
field service company, various private companies controlled by
First Reserve Corporation, and various First Reserve Funds. 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.
<PAGE>
ELIZABETH T. KENNAN
[INSERT PICTURE]
Ms. Kennan, age 57, has been the President of Mount Holyoke
College since 1978. From 1966 to 1978, she was on the faculty of
Catholic University, where she taught history and published
numerous articles.
Ms. Kennan currently also serves as a Director of NYNEX
Corporation, a telecommunications company, Northeast Utilities,
the Kentucky Home Life Insurance Companies, and Talbots, a
women's clothing retailer. She also serves as a Member of The
Folger Shakespeare Library Committee. She is currently active in
various educational and civic associations, including the
Committee on Economic Development and the Council on Foreign
Relations. Ms. Kennan is a graduate of Mount Holyoke College,
the University of Washington and St. Hilda College at Oxford
University and holds several honorary doctorates.
LAWRENCE J. LASSER*
[INSERT PICTURE]
Mr. Lasser, age 52, is the Vice President of each 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 50, is the Executive Vice President and
Director of Acquisitions of Cabot Partners Limited Partnership, a
registered investment adviser which manages real estate
investments for institutional investors. Prior to 1990, he was
the Executive Vice President of Cabot, Cabot & Forbes Realty
Advisors, Inc., the predecessor company of Cabot Partners. Prior
to that, he was a Senior Vice President of the Beal Companies, a
real estate management, investment and development company. He
has also worked as an attorney and held various positions in
state government, including the founding Executive Director of
the Massachusetts Industrial Finance Agency.
Mr. Patterson currently also serves as Chairman of the Joslin
Diabetes Center and as a Director of Brandywine Trust Company.
Mr. Patterson is a graduate of Harvard College and Harvard Law
School.
DONALD S. PERKINS
[INSERT PICTURE]
Mr. Perkins, age 67, 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 American Telephone & Telegraph Company, AON Corp., an
insurance company, Cummins Engine Company, Inc., an engine and
power generator equipment manufacturer and assembler, Illinova
and Illinois Power Co., Inland Steel Industries, Inc., Kmart
Corporation, a department store company where he also serves as
Chairman of the Board, LaSalle Street Fund, Inc., a real estate
investment trust, and Time Warner, Inc., the nation's largest
media conglomerate. He previously served as a director of
several other major public corporations, including Corning Glass
Works, Eastman Kodak Company and Firestone Tire & Rubber Company.
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 66, is the Vice Chairman of each 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., M/A-COM, 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 Member
of The American Academy of Arts and Sciences. He previously
served as a director of Fisher-Price, Inc., a major toy
manufacturer and General Mills, Inc., a major manufacturer and
distributor of food products. Dr. Pounds is a graduate of
Carnegie Mellon University.
GEORGE PUTNAM*
[INSERT PICTURE]
Mr. Putnam, age 68, is the Chairman and President of each 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., a mining and natural resources company, General
Mills, Inc., a major manufacturer of food products, Houghton
Mifflin Company, a major publishing company, Marsh & McLennan
Companies, Inc. 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 in Boston; an Overseer of
Northeastern University; and a Member 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 43, 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 & Rhodes.
Mr. Putnam currently also serves as a Director of The World
Environment Center and 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.
A.J.C. SMITH*
[INSERT PICTURE]
Mr. Smith, age 60, 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 Trident Corp., and he also serves as a
Trustee of the Carnegie Hall Society, the Central Park
Conservancy, The American Institute for Chartered Property
Underwriters, and is a Founder of the Museum of Scotland Society.
He was educated in Scotland and is a Fellow of the Faculty of
Actuaries in Edinburgh, a Fellow of the Canadian Institute of
Actuaries, a Fellow of the Conference of Actuaries in Public
Practice, an Associate of the Society of Actuaries, a Member of
the American Academy of Actuaries, the International Actuarial
Association and the International Association of Consulting
Actuaries.
W. NICHOLAS THORNDIKE**
[INSERT PICTURE]
Mr. Thorndike, age 62, 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 trust, Providence Journal
Co., a newspaper publisher, 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 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 "interested persons" (as defined in the
Investment Company Act of 1940) of each 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
each 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 each fund, Putnam Management, and Putnam Mutual
Funds. 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. All the nominees for
each fund were elected by the shareholders in March, 1992. The
12 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 vote to fix the number of
Trustees at less than 12.
WHAT ARE THE TRUSTEES' RESPONSIBILITIES?
Each fund's Trustees are responsible for the general oversight of
each fund's business and for assuring that each fund is managed
in the best interests of its shareholders. The Trustees
periodically review each fund's investment performance as well as
the quality of other services provided to each 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 each fund's operating expenses. In carrying out these
responsibilities, the Trustees are assisted by an independent
administrative staff and by each fund's auditors and legal
counsel, which are selected by the Trustees and are independent
of Putnam Management and its affiliates.
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 80 Putnam funds
based on their own investment needs. The Trustees' aggregate
investments in the Putnam funds total over $[ ] million. The
table below lists each Trustee's current investments in each fund
and in the Putnam funds as a group.
<TABLE>
<CAPTION>
NUMBER OF ALL NUMBER OF ALL
YEAR FIRST SHARES OF PUTNAM SHARES OF PUTNAM NUMBER OF SHARES
ELECTED AS ARIZONA TAX EXEMPT NEW YORK TAX EXEMPT OF ALL PUTNAM
TRUSTEE OF THE INCOME FUND OPPORTUNITIES FUND FUNDS OWNED
PUTNAM FUNDS AS OF 3/15/95* AS OF 3/15/95* AS OF 3/15/95**
----------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C>
Jameson Adkins Baxter 1994
Hans H. Estin 1972
John A. Hill 1985
Elizabeth T. Kennan 1992
Lawrence J. Lasser 1992
Robert E. Patterson 1984
Donald S. Perkins 1982
William F. Pounds 1971
George Putnam 1957
George Putnam, III 1984
A.J.C. Smith 1986
W. Nicholas Thorndike 1992
---------------------------------------------------------------------------------------------------------
* As of March 15, 1995, the Trustees and officers owned a total of [ ] and [ ] shares of the Putnam Arizona Tax
Exempt Income Fund and Putnam New York Tax Exempt Opportunities Fund, respectively, comprising less than 1% of the
outstanding shares of each fund on that date. With respect to [ ] of these shares, which are held for their
individual accounts in the Putnam Investments, Inc. Profit Sharing Retirement Plan, certain Trustees who are
"interested persons" of the fund and Putnam Management and certain officers of the fund each individually has sole
investment power and shares voting power. With respect to the remainder of these shares, the Trustees and officers
individually have sole investment power and sole voting power.
** These holdings do not include shares of Putnam money market funds.
</TABLE>
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 each fund's investment
performance on an individual basis with each 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
or service 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 each 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 Services Committee, which
reviews the quality of services provided by each fund's investor
servicing agent, custodian and distributor; the Pricing,
Brokerage and Special Investments Committee, which reviews
matters relating to valuation of securities, best execution,
brokerage costs and allocations and new investment techniques;
the Audit Committee, which reviews accounting policies and the
adequacy of internal controls and supervises the engagement of
the funds' auditors; the Compensation, Administration and Legal
Affairs Committee, which reviews 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
1994, 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. This ensures 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?
Each fund pays each Trustee a fee for his or her services. Each
Trustee also receives fees for serving as Trustee of other Putnam
funds. The Trustees periodically review their fees to assure
that such fees continue to be appropriate in light of their
responsibilities as well as in relation to fees paid to trustees
of other mutual fund complexes. The fees paid to each Trustee by
your fund and by all of the Putnam funds are shown below:
<PAGE>
<TABLE>
<CAPTION>
Aggregate compensation Total
Aggregate compensation from Putnam New Retirement benefits compensation
from Putnam Arizona York Tax Exempt accrued as part of from all
Trustees Tax Exempt Income Fund* Opportunities Fund* each fund's expenses Putnam funds**
------------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C>
Ms. Baxter [ ] + $135,850
Mr. Estin $141,850
Mr. Hill $143,850
Ms. Kennan $141,850
Mr. Lasser $141,850
Mr. Patterson $144,850
Mr. Perkins $139,850
Dr. Pounds $143,850
Mr. G. Putnam $141,850
Mr. G. Putnam, III $141,850
Mr. Smith $137,850
Mr. Thorndike $144,850
------------------------------------------------------------------------------------------------------------------
* Reflects amounts paid by each fund for its current fiscal year ended. 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. At present, there are 86
funds in the Putnam family.
+ Elected to Board in January, 1994.
</TABLE>
<PAGE>
Each 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 the fund at the time of retirement.
Several retired trustees are currently receiving benefits
pursuant to the Guidelines and it is anticipated that the current
Trustees of each fund will receive similar benefits upon their
retirement. A Trustee who retired in the most recent calendar
year and was eligible to receive benefits under these Guidelines
would have received an annual benefit of $60,425, based upon the
aggregate retainer fees paid by the Putnam funds for such year.
The Trustees of each fund reserve the right to amend or terminate
such guidelines and the related payments at any time, and may
modify or waive the foregoing eligibility requirements when
deemed appropriate.
For additional information about your fund, including further
information about its Trustees and officers, please see "Further
information about the funds," on page [ ].
PUTNAM INVESTMENTS
Putnam Investment Management, Inc. and its affiliates, Putnam
Mutual Funds, the principal underwriter for shares of each fund,
and Putnam Fiduciary Trust Company, each 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 auditors of Putnam Arizona Tax Exempt Income Fund,
and Price Waterhouse LLP, 160 Federal Street, Boston,
Massachusetts has been selected by the Trustees as auditors of
Putnam New York Tax Exempt Opportunities Fund for their current
fiscal years. Among the country's preeminent accounting firms,
these firms together also serve as the auditors for all of the
other funds in the Putnam family. Each 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 each firm is expected
to be present at the meeting to make statements and to respond to
appropriate questions.
3. INVESTMENT RESTRICTION ON INVESTMENTS IN INVESTMENT
COMPANIES
The Trustees of each fund recommend that shareholders approve the
elimination of your fund's fundamental investment restriction
that generally prohibits your fund from investing in the
securities of other registered investment companies.
WHY IS THIS CHANGE BEING PROPOSED?
New investment vehicles sometimes arise that would be attractive
investments for each fund but that may technically be registered
investment companies (as defined in the Investment Company Act of
1940) (the "1940 Act") and therefore be prohibited by this
investment restriction.
One example of such a vehicle is a so-called "secondary residual
interest bond" or secondary "RIB." The credit support for these
securities is a tax-exempt bond that has been purchased by a
trust or other pass-through entity. This entity in turn sells
two "secondary" securities: one that bears a floating short-term
rate (commonly referred to as a "Short RIB"), and the other that
bears interest according to a formula based on a stated rate less
the floating rate paid on the short RIB (commonly referred to as
a "Long RIB").
Even though securities such as RIBs may involve the duplication
of some fees and expenses, Putnam Management believes that they
can provide attractive investment opportunities that, except for
the restriction noted above, would be consistent with each fund's
investment objective and policies. However, the issuers of
secondary RIBs may be registered investment companies because
they may be organized as unit investment trusts, which invest
solely in the underlying tax-exempt bonds. To permit maximum
flexibility to take advantage of future investment opportunities,
the Trustees therefore recommend that each fund's fundamental
investment restriction with respect to investments in investment
companies be eliminated.
WHAT WILL THE NEW POLICY BE?
If shareholders of a fund approve the elimination of the current
restriction, the Trustees intend to adopt a more flexible non-
fundamental investment restriction for that fund. The new
restriction would prohibit investments by that fund in other
mutual funds, but not investments in other entities that might
technically be registered investment companies, such as the unit
investment trusts mentioned above. Such a non-fundamental
investment restriction could be amended or eliminated by the
Trustees without a shareholder vote.
The Trustees recommend changing the fundamental investment
restriction for each fund with respect to investments in
investment companies to a non-fundamental policy (with the
language to be added shown in ((BOLDFACE)) to provide that such
fund may not:
Invest in securities of other registered ((OPEN-END))
investment companies, except by purchases in the open
market including only customary brokers' commissions,
and except as they may be acquired as part of a merger
a consolidation or acquisition of assets.
WHAT PERCENTAGE OF SHAREHOLDERS' VOTES IS REQUIRED TO PASS THE
PROPOSAL?
Approval of this proposal will require the "yes" vote of a
"majority of the outstanding voting securities" of each fund, as
provided in the Investment Company Act of 1940. For this
purpose, this means the "yes" vote of the lesser of (1) more than
50% of the outstanding shares of that fund, or (2) 67% or more of
that fund's outstanding shares are present at the meeting in
person or by proxy.
If the shareholders of a fund do not approve the proposal, the
fundamental investment restriction of that fund with respect to
investments in investment companies will remain unchanged.
4. INVESTMENT RESTRICTION ON INVESTMENTS IN RESTRICTED
SECURITIES
The Trustees recommend that each fund's fundamental investment
restriction with respect to restricted securities be revised to
permit each fund to invest a greater portion of its assets in
securities restricted as to resale under the federal securities
laws (which are commonly referred to as "restricted securities").
WHY IS THE CHANGE BEING PROPOSED?
Putnam Management has recommended the proposed change to the
Trustees because it believes that the increased flexibility will
assist each fund in achieving its investment objective.
Each fund's current investment restrictions prohibit it from
investing more than 5% of its net assets in restricted
securities. In order to permit maximum flexibility in investing
each fund's assets, the proposed amendment would raise the
current limit from 5% to 15% of each fund's net assets that may
be invested in such securities and would exclude from the
restriction certain restricted securities that are readily
marketable. Putnam Management believes that the proposed
amendment would benefit each fund by permitting it to respond to
regulatory and market developments regarding restricted
securities.
WHAT ARE THE UNDERLYING REGULATORY AND MARKET DEVELOPMENTS?
The Securities and Exchange Commission ("SEC") has long taken the
position that a mutual fund should limit its investments in
illiquid securities because such securities may present problems
of accurate valuation and because it is possible that the
investment company would have difficulty satisfying redemptions
within the permitted time period (seven days). In general,
illiquid securities have included restricted securities and those
securities for which there is no readily available market. Since
the adoption of each fund's investment restriction, the SEC has
revised its position generally to permit a mutual fund to invest
up to 15% of its net assets in illiquid securities.
In recognition of the increased size and liquidity of the
institutional markets for unregistered securities and the
importance of institutional investors in providing capital to
developing companies, the SEC has also adopted Rule 144A, which
is designed to facilitate efficient trading of restricted
securities among institutional investors. The SEC has
specifically stated that restricted securities traded under Rule
144A may be treated as liquid for purposes of investment
limitations if the trustees of a mutual fund determine that the
securities are liquid. It is expected that the Trustees will
delegate to Putnam Management the daily function of determining
and monitoring the liquidity of restricted securities.
As securities markets evolve, Putnam Management believes that
each fund's present restriction may become unnecessarily
restrictive. The fact that a security may be restricted will not
necessarily adversely affect either the liquidity or the accurate
valuation of such investment. Each fund might thereby be
constrained from making attractive investments even though they
could satisfy both valuation and redemption concerns.
WHAT WILL THE NEW POLICY BE?
In order to take advantage of these regulatory changes and
participate in the developing institutional markets for
restricted securities, the Trustees recommend changing the
fundamental investment restriction for each fund with respect to
restricted securities (with the language to be deleted shown in
//italics//, and the language to be added shown in ((BOLDFACE))
to provide that such fund may not:
Purchase securities //restricted as to resale// ((THE
DISPOSITION OF WHICH IS RESTRICTED UNDER FEDERAL
SECURITIES LAWS)), if, as a result, such investments
would exceed //5%// ((15%)) of the value of the Fund's
((CURRENT)) net assets ((, EXCLUDING RESTRICTED
SECURITIES THAT HAVE BEEN DETERMINED BY THE TRUSTEES OF
THE FUND (OR THE PERSON DESIGNATED BY THEM TO MAKE SUCH
DETERMINATIONS) TO BE READILY MARKETABLE)).
If the proposed amendment is approved for a fund, increased
investment by that fund in restricted and illiquid securities
could have the effect of increasing the level of illiquidity of
the fund's portfolio securities to the extent that institutional
investors become uninterested, for a time, in purchasing these
restricted securities.
Certain state securities laws may limit the ability of a fund to
invest in restricted securities, including restricted securities
that are readily marketable.
WHAT PERCENTAGE OF SHAREHOLDERS' VOTES IS REQUIRED TO PASS THE
PROPOSAL?
Approval of the proposed amendment of each Fund's fundamental
investment restriction with respect to investment in, the
securities of a single company will require the "yes" vote of a
"majority of the outstanding voting securities" of that Fund, as
provided in the Investment Company Act of 1940. For this
purpose, this means the "yes" vote of the lesser of (1) more than
50% of the outstanding shares of that fund or (2) 67% or more of
the shares present at the meeting in person or by proxy.
If shareholders of a fund do not approve the proposal, the
fundamental investment restriction of that fund with respect to
investments in restricted securities will remain unchanged.
<PAGE>
FURTHER INFORMATION ABOUT VOTING AND THE SHAREHOLDER MEETING
QUORUM AND METHODS OF TABULATION. The shareholders of each fund
vote separately on the proposals presented for their fund.
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 their 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 each fund and employees of Putnam Management,
Putnam Fiduciary Trust Company, and Putnam Mutual Funds may
solicit proxies in person or by telephone. Each 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. Each 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. No fund is aware of any such
challenge at this time. Shareholders would be called at the
phone number Putnam Investments has in its records for their
accounts, and would be asked for their Social Security number or
other identifying information. The shareholders would then be
given an opportunity to authorize proxies to vote their shares at
the meeting in accordance with their instructions. To ensure
that the shareholders' instructions have been recorded correctly,
they will also receive a confirmation of their instructions in
the mail. A special toll-free number will be available in case
the information contained in the confirmation is incorrect.
The fund's Trustees have adopted a general policy of maintaining
confidentiality in the voting of proxies. Consistent with this
policy, the 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. Each fund has retained at
its expense [ ], to aid in the solicitation
instructions for nominee accounts, for a fee not to exceed $[
] plus reasonable out-of-pocket expenses.
REVOCATION OF PROXIES. Proxies, including proxies given by
telephone, may be revoked at any time before they are voted by a
written revocation received by the Clerk of the funds, 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. Neither fund's Agreement and
Declaration of Trust provides for annual meetings of
shareholders, and your fund does not currently intend to hold
such a meeting in 1996. Shareholder proposals for inclusion in
the proxy statement for any subsequent meeting must be received
by each 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 any such adjournment those
proxies required to be voted against any of such proposals. Each
fund pays the costs of any additional solicitation and of any
adjourned session. Any proposals for which sufficient favorable
votes have been received by the time of the meeting may be acted
upon and considered final regardless of whether the meeting is
adjourned to permit additional solicitation with respect to any
other proposal.
FINANCIAL INFORMATION. EACH FUND WILL FURNISH, WITHOUT CHARGE,
TO ANY SHAREHOLDER UPON REQUEST A COPY OF YOUR 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, 1-800-225-1581.
FURTHER INFORMATION ABOUT THE FUNDS
LIMITATION OF TRUSTEE LIABILITY. The Agreement and Declaration
of Trust of each fund provides that each 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 each 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 such fund or that such indemnification would relieve
any officer or Trustee of any liability to such fund or its
shareholders arising by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of his or her duties.
Each 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 each fund include only Trustees who are not
"interested persons" of each fund or Putnam Management. The
Audit Committee currently consists of Messrs. Estin (Chairman),
Perkins, Putnam, III (without vote), Smith (without vote), and
Mrs. Kennan. The Nominating Committee consists only of Trustees
who are not "interested persons" of each fund or Putnam
Management. The Nominating Committee currently consists of Dr.
Pounds and Mrs. Kennan (Co-chairmen), Mrs. Baxter, and Messrs.
Estin, Hill, Patterson, Perkins, and Thorndike.
<PAGE>
<TABLE>
<CAPTION>
OFFICERS AND OTHER INFORMATION.
In addition to George Putnam and Lawrence J. Lasser, the officers of each fund are as follows:
PUTNAM ARIZONA TAX EXEMPT INCOME FUND
YEAR FIRST
ELECTED TO
NAME (AGE) OFFICE OFFICE
<C> <C> <C>
Charles E. Porter (56) Executive Vice President 1991
Patricia C. Flaherty (48) Senior Vice President 1993
Gordon H. Silver (47) Vice President 1991
Gary N. Coburn (48) Vice President 1991
James E. Erickson (59) Vice President 1991
Howard K. Manning* (41) Vice President 1993
William N. Shiebler** (53) Vice President 1991
John R. Verani (55) Vice President 1991
Paul M. O'Neil (41) Vice President 1992
John D. Hughes (60) Vice President & Treasurer 1989
Beverly Marcus (50) Clerk 1991
----------------------------------------------------------------------------------------
* The fund's portfolio manager
** President of Putnam Mutual Funds
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PUTNAM NEW YORK TAX EXEMPT OPPORTUNITIES FUND
YEAR FIRST
ELECTED TO
NAME (AGE) OFFICE OFFICE
<C> <C> <C>
Charles E. Porter (56) Executive Vice President 1990
Patricia C. Flaherty (48) Senior Vice President 1993
Gordon H. Silver (47) Vice President 1992
Gary N. Coburn (48) Vice President 1990
James E. Erickson (59) Vice President 1990
Blake E. Anderson (34) Vice President 1994
Michael F. Bouscaren* (47) Vice President 1994
William N. Shiebler** (53) Vice President 1990
John R. Verani (55) Vice President 1990
Paul M. O'Neil (41) Vice President 1992
John D. Hughes (60) Vice President & Treasurer 1990
Beverly Marcus (50) Clerk 1990
------------------------------------------------------------------------------------------
* The fund's portfolio manager
** President of Putnam Mutual Funds
<CAPTION>
<PAGE>
All of the officers of each 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 each
fund), as well as the officers of each fund, will benefit from
the management fees, distribution fees, underwriting commissions,
custodian fees, and investor servicing fees paid or allowed by
each fund.
ASSETS AND SHARES OUTSTANDING OF PUTNAM ARIZONA TAX EXEMPT INCOME
FUND AS OF MARCH 31, 1995
Net assets of Putnam Arizona Tax
Exempt Income Fund $
Class A shares of the fund
outstanding and authorized shares
Class B shares of the fund
outstanding and authorized
to vote shares
Persons beneficially owning
more than 5% of the fund's
Class A shares
Persons beneficially owning
more than 5% of the fund's
Class B shares
ASSETS AND SHARES OUTSTANDING OF PUTNAM NEW YORK TAX EXEMPT
OPPORTUNITIES FUND AS OF MARCH 31, 1995
Net assets of the fund $
Class A shares of the fund
outstanding and authorized shares
Class B shares of the fund
outstanding and authorized
to vote shares
Persons beneficially owning
more than 5% of the fund's
Class A shares
Persons beneficially owning
more than 5% of the fund's
Class B shares
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.
Please fold at perforation before detaching
-----------------------------------------------------------------
Proxy for a meeting of shareholders, July 13, 1995, for PUTNAM
ARIZONA TAX EXEMPT INCOME FUND.
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF THE FUND.
The undersigned shareholder hereby appoints George Putnam, Hans
H. Estin, and William F. Pounds, 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 Arizona Tax Exempt Income Fund on July 13.
1995, at 2:00 p.m., Boston time, and at any adjournments
thereof, all of the shares of the fund that the undersigned
shareholder would be entitled to vote if personally present.
PLEASE BE SURE TO SIGN AND DATE THIS PROXY.
Please sign your name exactly as it appears on this card. If you
are a joint owner, each of you should sign. When signing as an
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
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>
IF YOU COMPLETE AND SIGN THE PROXY, WE'LL VOTE IT EXACTLY AS YOU
TELL US. IF YOU SIMPLY SIGN THE PROXY, IT WILL BE VOTED FOR
ELECTING TRUSTEES AS SET FORTH IN PROPOSAL 1 AND FOR PROPOSALS 2
3, AND 4. THE PROXIES WILL ALSO BE AUTHORIZED TO VOTE UPON SUCH
OTHER MATTERS THAT MAY COME BEFORE THE MEETING.
THE TRUSTEES RECOMMEND A VOTE FOR ELECTING ALL OF THE NOMINEES
FOR TRUSTEES AND FOR THE PROPOSALS LISTED BELOW:
PLEASE MARK YOUR CHOICES / X / IN BLUE OR BLACK INK.
1. PROPOSAL TO ELECT TRUSTEES
The nominees for Trustees are: J.A. Baxter, H.H. Estin, J.A.
Hill, E.T. Kennan, L.J. Lasser, R.E. Patterson, D.S.
Perkins, W.F. Pounds, G. Putnam, G. Putnam, III, A.J.C.
Smith, W.N. Thorndike.
/ / FOR electing all the nominees
(EXCEPT AS MARKED TO THE CONTRARY BELOW.)
TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE
NOMINEES, WRITE THOSE NOMINEES' NAMES BELOW:
------------------------------------------------------------
/ / WITHHOLD authority to vote for all nominees
2. PROPOSAL TO RATIFY FOR AGAINST ABSTAIN
THE SELECTION OF / / / / / /
COOPERS & LYBRAND L.L.P.
AS AUDITORS.
3. PROPOSAL TO FOR AGAINST ABSTAIN
ELIMINATE INVESTMENT / / / / / /
RESTRICTION WITH
RESPECT TO
INVESTMENTS IN
INVESTMENT COMPANIES.
4. PROPOSAL TO AMEND FOR AGAINST ABSTAIN
INVESTMENT RESTRICTION / / / / / /
WITH RESPECT TO
INVESTMENTS IN
RESTRICTED SECURITIES.
NOTE: If you have questions on any of the proposals, please call
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.
Please fold at perforation before detaching
-----------------------------------------------------------------
Proxy for a meeting of shareholders, July 13, 1995, for PUTNAM
NEW YORK TAX EXEMPT OPPORTUNITIES FUND.
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF THE FUND.
The undersigned shareholder hereby appoints George Putnam, Hans
H. Estin, and William F. Pounds, 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 New York Tax Exempt Opportunities Fund on
July 13. 1995, at 2:00 p.m., Boston time, and at any adjournments
thereof, all of the shares of the fund that the undersigned
shareholder would be entitled to vote if personally present.
PLEASE BE SURE TO SIGN AND DATE THIS PROXY.
Please sign your name exactly as it appears on this card. If you
are a joint owner, each of you should sign. When signing as an
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
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>
IF YOU COMPLETE AND SIGN THE PROXY, WE'LL VOTE IT EXACTLY AS YOU
TELL US. IF YOU SIMPLY SIGN THE PROXY, IT WILL BE VOTED FOR
ELECTING TRUSTEES AS SET FORTH IN PROPOSAL 1 AND FOR PROPOSALS 2
3, AND 4. THE PROXIES WILL ALSO BE AUTHORIZED TO VOTE UPON SUCH
OTHER MATTERS THAT MAY COME BEFORE THE MEETING.
THE TRUSTEES RECOMMEND A VOTE FOR ELECTING ALL OF THE NOMINEES
FOR TRUSTEES AND FOR THE PROPOSALS LISTED BELOW:
PLEASE MARK YOUR CHOICES / X / IN BLUE OR BLACK INK.
1. PROPOSAL TO ELECT TRUSTEES
The nominees for Trustees are: J.A. Baxter, H.H. Estin, J.A.
Hill, E.T. Kennan, L.J. Lasser, R.E. Patterson, D.S.
Perkins, W.F. Pounds, G. Putnam, G. Putnam, III, A.J.C.
Smith, W.N. Thorndike.
/ / FOR electing all the nominees
(EXCEPT AS MARKED TO THE CONTRARY BELOW.)
TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE
NOMINEES, WRITE THOSE NOMINEES' NAMES BELOW:
------------------------------------------------------------
/ / WITHHOLD authority to vote for all nominees
2. PROPOSAL TO RATIFY FOR AGAINST ABSTAIN
THE SELECTION OF / / / / / /
PRICE WATERHOUSE LLP
AS AUDITORS.
3. PROPOSAL TO FOR AGAINST ABSTAIN
ELIMINATE INVESTMENT / / / / / /
RESTRICTION WITH
RESPECT TO
INVESTMENTS IN
INVESTMENT COMPANIES.
4. PROPOSAL TO AMEND FOR AGAINST ABSTAIN
INVESTMENT RESTRICTION / / / / / /
WITH RESPECT TO
INVESTMENTS IN
RESTRICTED SECURITIES.
NOTE: If you have questions on any of the proposals, please call
1-800-225-1581.
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