SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
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Filed by the Registrant/ X /
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Filed by a Party other than the Registrant/ /
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Check the appropriate box:
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/ X / Preliminary Proxy Statement
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/ / Preliminary Additional Materials
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/ / Definitive Proxy Statement
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/ / Definitive Additional Materials
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/ / Soliciting Material Pursuant to Sec. 240.14a-11(e) or
- ---- Sec. 240.14a-12
PUTNAM MUNICIPAL OPPORTUNITIES TRUST
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
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/ x / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-
- ---- 6(i)(1), or 14a-6(i)(2).
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/ / $500 per each party to the controversy pursuant to
- ---- Exchange Act Rule 14a-6(i)(3).
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/ / Fee computed on table below per Exchange Act Rules 14a-
- ---- 6(i)(4) and 0-11.
(1)Title of each class of securities to which transaction
applies:
(2)Aggregate number of securities to which transaction
applies:
(3)Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
(4)Proposed maximum aggregate value of transaction:
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/ / Check box if any part of the fee is offset as provided
- ----by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously.
Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its
filing.
(1) Amount Previously Paid:
(2)Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4)Date Filed:
IMPORTANT INFORMATION
FOR SHAREHOLDERS IN
PUTNAM MUNICIPAL OPPORTUNITIES TRUST
The document you hold in your hands contains your proxy statement
and proxy card. A proxy card is, in essence, a ballot. When you
vote your proxy, it tells us how to vote on your behalf on
important issues relating to your fund. If you complete and sign
the proxy, we'll vote it exactly as you tell us. If you simply
sign the proxy, we'll vote it in accordance with the Trustees'
recommendations on pages and .
We urge you to spend a couple of minutes with the proxy
statement, fill out your proxy card, and return it to us. When
shareholders don't return their proxies in sufficient numbers, we
have to incur the expense of follow-up solicitations, which can
cost your fund money.
We want to know how you would like to vote and welcome your
comments. Please take a few moments with these materials and
return your proxy to us.
(PUTNAM LOGO APPEARS HERE)
BOSTON * LONDON * TOKYO
Table of contents
A Message from the Chairman 1
Notice of Shareholder Meeting [2]
Trustees' Recommendations [5]
Proxy card enclosed
If you have any questions, please contact us at the special toll-
free number we have set up for you (1-800-225-1581) or call your
financial adviser.
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.Fixing the number of Trustees and 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
PUTNAM MUNICIPAL OPPORTUNITIES TRUST
Notice of a Meeting of Shareholders
This is the formal agenda for your fund's shareholder meeting. It
tells you what matters will be voted on and the time and place of
the meeting, if you can attend in person.
To the Shareholders of Putnam Municipal Opportunities Trust:
A Meeting of Shareholders of your fund will be held on October
31, 1996 at 2:00 p.m., Boston time, on the eighth floor of One
Post Office Square, Boston, Massachusetts, to consider the
following:
1.Fixing the number of Trustees and 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 concentration of
its assets. See page .
3.E.Approving an amendment to the fund's fundamental investment
restriction with respect to investments in commodities. 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 .
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.
September , 1996
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
Municipal Opportunities Trust for use at the Meeting of
Shareholders of the fund to be held on October 31, 1996, and, if
your fund's meeting is adjourned, at any later meetings, for the
purposes stated in the Notice of Meeting (see previous pages).
How do your fund's Trustees recommend that shareholders vote on
these proposals?
The Trustees recommend that you vote
1. For fixing the number of Trustees as proposed and 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 concentration of its
assets;
3.E.For amending the fund's fundamental investment restriction
with respect to investments in commodities;
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;
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 August 2,
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 [ , 1996].
Each share is entitled to one vote. Unless otherwise noted, the
holders of your fund's Preferred Shares ("Preferred Shares") and
holders of your fund's Common Shares ("Common Shares") will vote
together as a single class. 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.
Pursuant to the bylaws of your fund and the Investment Company
Act of 1940, holders of the Preferred Shares of the fund are
entitled to elect two Trustees. The remaining Trustees for your
fund will be elected by the holders of its Preferred Shares and
Common Shares voting together as a single class. Therefore,
Messrs. Hill and Patterson have been nominated as Trustees to be
elected by the holders of its preferred shares, while the other
12 Trustees have been nominated to be elected by the holders of
its preferred shares and common shares voting together as a
single class.
The Nominating Committee of the Trustees consists solely of
Trustees who are not "interested persons" (as defined in the
Investment Company Act of 1940) of your fund or of Putnam
Investment Management, Inc., your fund's investment manager
("Putnam Management").
Jameson Adkins Baxter
[Insert Picture]
Ms. Baxter, age 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.
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 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.
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 53, is the Vice President of your fund and the
other Putnam funds. He has been the President, Chief Executive
Officer and a Director of Putnam Investments, Inc. and Putnam
Management since 1985, having begun his career there in 1969.
Mr. Lasser currently also serves as a Director of Marsh &
McLennan Companies, Inc., the parent company of Putnam
Management, and INROADS/Central New England, Inc., a job market
internship program for minority high school and college students.
He is a Member of the Board of Overseers of the Museum of
Science, the Museum of Fine Arts and the Isabella Stewart Gardner
Museum in Boston. He is also a Trustee of the Beth Israel
Hospital and Buckingham, Browne and Nichols School. Mr. Lasser
is a graduate of Antioch College and Harvard Business School.
Robert E. Patterson
[Insert Picture]
Mr. Patterson, age 51, is the Executive Vice President and
Director of Acquisitions of Cabot Partners Limited Partnership, a
registered investment adviser which manages real estate
investments for institutional investors. Prior to 1990, he was
the Executive Vice President of Cabot, Cabot & Forbes Realty
Advisors, Inc., the predecessor company of Cabot Partners. Prior
to that, he was a Senior Vice President of the Beal Companies, a
real estate management, investment and development company. He
has also worked as an attorney and held various positions in
state government, including the founding Executive Director of
the Massachusetts Industrial Finance Agency.
Mr. Patterson currently also serves as Chairman of the Joslin
Diabetes Center and as a Director of Brandywine Trust Company.
Mr. Patterson is a graduate of Harvard College and Harvard Law
School.
Donald S. Perkins*
[Insert Picture]
Mr. Perkins, age 69, is the retired Chairman of the Board of
Jewel Companies, Inc., a diversified retailer, where among other
roles he served as President, Chief Executive Officer and
Chairman of the Board from 1965 to 1980. He currently also
serves as a Director of various other public corporations,
including AON Corp., an insurance company, Cummins Engine
Company, Inc., an engine and power generator equipment
manufacturer and assembler, Current Assets L.L.C., a corporation
providing financial staffing services, Illinova and Illinois
Power Co., Inland Steel Industries, Inc., LaSalle Street Fund,
Inc., a real estate investment trust, Lucent Technologies Inc.,
Springs Industries, Inc., a textile manufacturer, and Time
Warner, Inc., one of the nation's largest media conglomerates.
He previously served as a Director of several other major public
corporations, including Corning Glass Works, Eastman Kodak
Company, Firestone Tire & Rubber Company and Kmart Corporation.
Mr. Perkins currently also serves as a Trustee and Vice Chairman
of Northwestern University and as a Trustee of the Hospital
Research and Education Trust. He is currently active in various
civic and business associations, including the Business Council
and the Civic Committee of the Commercial Club of Chicago, of
which he is the founding Chairman. Mr. Perkins is a graduate of
Yale University and Harvard Business School and holds an honorary
doctorate from Loyola University of Chicago.
William F. Pounds
[Insert Picture]
Dr. Pounds, age 68, is the Vice Chairman of your fund and of the
other Putnam funds. He has been a Professor of Management at the
Alfred P. Sloan School of Management at the Massachusetts
Institute of Technology since 1961 and served as Dean of that
School from 1966 to 1980. He previously served as Senior Advisor
to the Rockefeller Family and Associates and was a past Chairman
of Rockefeller & Co., Inc., a registered investment adviser which
manages Rockefeller family assets, and Rockefeller Trust Company.
Dr. Pounds currently also serves as a Director of IDEXX
Laboratories, Inc., EG&G, Inc., Perseptive Biosystems, Inc.,
Management Sciences For Health, Inc. and Sun Company, Inc. He is
also a Trustee of the Museum of Fine Arts in Boston; an Overseer
of WGBH Educational Foundation, and a Fellow of The American
Academy of Arts and Sciences. He previously served as a Director
of Fisher-Price, Inc. 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.
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
Underwriters, and is a Founder of the Museum of Scotland Society.
He was educated in Scotland and is a Fellow of the Faculty of
Actuaries in Edinburgh, a Fellow of the Canadian Institute of
Actuaries, a Fellow of the Conference of Actuaries in Public
Practice, an Associate of the Society of Actuaries, a Member of
the American Academy of Actuaries, the International Actuarial
Association and the International Association of Consulting
Actuaries.
W. Nicholas Thorndike**
[Insert Picture]
Mr. Thorndike, age 63, serves as a Director of various
corporations and charitable organizations, including Data General
Corporation, a computer and high technology company, Bradley Real
Estate, Inc., a real estate investment firm, Providence Journal
Co., a newspaper publisher and owner of television stations, and
Courier Corporation, a book binding and printing company. He is
also a Trustee of Eastern Utilities Associates, Massachusetts
General Hospital, where he previously served as chairman and
president, and Northeastern University.
Prior to December 1988, he was the Chairman of the Board and
Managing Partner of Wellington Management Company/Thorndike,
Doran, Paine & Lewis, a registered investment adviser which
manages mutual funds and institutional assets. He also
previously served as a Trustee of the Wellington Group of Funds
(now The Vanguard Group) and was the Chairman and a Director of
Ivest Fund, Inc. Mr. Thorndike is a graduate of Harvard College.
- ----------------------------
*Nominees who are or may be deemed to be "interested persons"
(as defined in the Investment Company Act of 1940) of your
fund, Putnam Management and Putnam Mutual Funds Corp.
("Putnam Mutual Funds"), the principal underwriter for all
the open-end Putnam funds and an affiliate of Putnam
Management. Messrs. Putnam, Lasser, and Smith are deemed
"interested persons" by virtue of their positions as
officers or shareholders of your fund, or directors of
Putnam Management, Putnam Mutual Funds or Marsh & McLennan
Companies, Inc., the parent company of Putnam Management and
Putnam Mutual Funds. Mr. George Putnam, III, Mr. Putnam's
son, is also an "interested person" of your fund, Putnam
Management and Putnam Mutual Funds. Mr. Perkins may be
deemed to be an "interested person" of your fund because of
his service as a director of a certain publicly held company
that includes registered broker-dealer firms among its
subsidiaries. Neither your fund nor any of the other Putnam
funds currently engages in any transactions with such firms
except that certain of such firms act as dealers in the
retail sale of shares of certain Putnam funds in the
ordinary course of their business. The balance of the
nominees are not "interested persons."
**In February 1994 Mr. Thorndike accepted appointment as a
successor trustee of certain private trusts in which he has
no beneficial interest. At that time he also became
Chairman of the Board of two privately owned corporations
controlled by such trusts, serving in that capacity until
October 1994. These corporations filed voluntary petitions
for relief under Chapter 11 of the U.S. Bankruptcy Code in
August 1994.
Except as indicated above, the principal occupations and business
experience of the nominees for the last five years have been with
the employers indicated, although in some cases they have held
different positions with those employers. Except for Mr.
Jackson, all the nominees were elected by the shareholders in
October 1995. Mr. Jackson was elected by the other Trustees in
May 1996. As indicated above, Dr. Shapiro also previously served
as a Trustee of the Putnam funds from 1984 to 1989. The Trustees
serve until their successors are elected and qualified. As
stated earlier, Messrs. Hill and Patterson have been nominated as
Trustees to be elected by the holders of preferred shares. The
remaining 12 nominees for election as Trustees who receive the
greatest number of votes of the Preferred Shares and Common
Shares voting together as a single class will be elected as
Trustees of your fund. 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 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.
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.
Share Ownership by Trustees
Trustees
- -------------------------
Year First
Elected as
Trustee of the
Putnam funds
- -----------------
Number of shares
of the fund owned
as of
June 28, 1996*
- --------------
Number of shares
of all Putnam
funds owned as of
June 28, 1996**
- ------------------
Jameson A. Baxter
1994
100
24,102
Hans H. Estin
1972
115
26,270
John A. Hill
1985
100
123,624
Ronald J. Jackson
1996
200
12,209
Elizabeth T. Kennan
1992
223
27,475
Lawrence J. Lasser
1992
100
451,608
Robert E. Patterson
1984
100
60,322
Donald S. Perkins
1982
564
160,110
William F. Pounds
1971
500
348,913
George Putnam
1957
858
1,516,577
George Putnam, III
1984
500
287,830
Eli Shapiro
1995***
- --
80,677
A.J.C. Smith
1986
200
35,339
W. Nicholas Thorndike
1992
122
79,113
*[Except as noted below,] each Trustee has sole investment power and sole
voting power with respect to his or her shares of the fund.
**These holdings do not include shares of Putnam money market funds.
***Dr. Shapiro previously served as a Trustee of the Putnam funds from 1984 to
1989.
As of June 28, 1996, the Trustees and officers of the fund owned a total of
3,681 Common Shares of the fund, comprising less than 1% of its outstanding
Common Shares on that date.
None of the Trustees own any of the fund's preferred shares.
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 and custodian; the Pricing, Brokerage and Special
Investments Committee, which reviews matters relating to
valuation of securities, best execution, brokerage costs and
allocations and new investment techniques; the Audit Committee,
which reviews accounting policies and the adequacy of internal
controls and supervises the engagement of the funds' auditors;
the Compensation, Administration and Legal Affairs Committee,
which reviews the compensation of the Trustees and their
administrative staff and supervises the engagement of the funds'
independent counsel; and the Nominating Committee, which is
responsible for selecting nominees for election as Trustees.
Each Trustee generally attends at least two formal committee
meetings during such monthly meeting of the Trustees. During
1995, the average Trustee participated in approximately 40
committee and board meetings. In addition, the Trustees meet in
small groups with Chief Investment Officers and Portfolio
Managers to review recent performance and the current investment
climate for selected funds. These meetings ensure that each
fund's performance is reviewed in detail at least twice a year.
The Contract Committee typically meets on several additional
occasions during the year to carry out its responsibilities.
Other Committees, including an Executive Committee, may also meet
on special occasions as the need arises.
What are the Trustees paid for their services?
Your fund pays each Trustee a fee for his or her services. Each
Trustee also receives fees for serving as Trustee of the other
Putnam funds. The Trustees periodically review their fees to
assure that such fees continue to be appropriate in light of
their responsibilities as well as in relation to fees paid to
trustees of other mutual fund complexes. The fees paid to each
Trustee by your fund and by all of the Putnam funds are shown
below:
Compensation Table+
Trustees
Aggregate
compensation
from the fund*
Total
compensation
from all Putnam
funds**
James A. Baxter
$900
$150,854
Hans H. Estin
895
150,854
John A. Hill***
887
149,854
Elizabeth T. Kennan
895
148,854
Lawrence J. Lasser
890
150,854
Robert E. Patterson
904
152,854
Donald S. Perkins
891
150,854
William F. Pounds
890
149,854
George Putnam
895
150,854
George Putnam, III
895
150,854
Eli Shapiro****
899
95,372
A.J.C. Smith
887
149,854
W. Nicholas Thorndike
902
152,854
+Ronald J. Jackson became a Trustee of the fund effective May
3, 1996 and received no compensation from the fund or the
other Putnam funds in 1995.
*Includes an annual retainer and an attendance fee for each
meeting attended.
**Reflects total payments received from all Putnam funds in
the most recent calendar year. As of December 31, 1995,
there were 99 funds in the Putnam family.
***Includes compensation deferred pursuant to a Trustee
Compensation Deferral Plan. The total amount of deferred
compensation payable to Mr. Hill by all Putnam funds as of
December 31, 1995 was $51,141, including income earned on
such amounts.
****Elected as a Trustee in April 1995.
Your fund's Trustees have approved Retirement Guidelines for
Trustees of the Putnam funds. These guidelines provide generally
that a Trustee who retires after reaching age 72 and who has at
least 10 years of continuous service will be eligible to receive
a retirement benefit from each Putnam fund for which he or she
served as a Trustee. The amount and form of such benefit is
subject to determination annually by the Trustees and, unless
otherwise determined by the Trustees, will be an annual cash
benefit payable for life equal to one-half of the Trustee
retainer fees paid by each fund at the time of retirement.
Several retired Trustees are currently receiving benefits
pursuant to the Guidelines and it is anticipated that the current
Trustees will receive similar benefits upon their retirement. A
Trustee who retired in calendar 1995 and was eligible to receive
benefits under these Guidelines would have received an annual
benefit of $66,749, based upon the aggregate retainer fees paid
by the Putnam funds for such year. The Trustees reserve the
right to amend or terminate such Guidelines and the related
payments at any time, and may modify or waive the foregoing
eligibility requirements when deemed appropriate.
For additional information about your fund, including further
information about its Trustees and officers, please see "Further
Information About Your Fund," on page .
Putnam Investments
Putnam Investment Management, Inc. and its affiliate, 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 Management will be able to more easily
monitor each fund's compliance with its investment policies.
Most 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 these changes expand the fund's opportunities to
invest in securities that generate taxable income. In any case,
the fund will continue to meet the asset composition requirements
under the Internal Revenue Code for passing through tax-exempt
income as exempt-interest dividends to its shareholders.
The adoption of any of these proposals is not contingent on the
adoption of any other proposal.
The holders of Common Shares and Preferred Shares on the record
date will each vote as a separate class with respect to the
proposals set forth below.
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 clarify that the
diversification restriction does not apply to securities
guaranteed by the U.S. government or its agencies or
instrumentalities.
The fund's current restriction states that the fund may not:
"With respect to 50% of its total assets, invest in
securities of any issuer if, immediately after such
investment, more than 5% of the total assets of the fund
(taken at current value) would be invested in the
securities of such issuer; provided that this limitation
does not apply to securities of the U.S. government or its
agencies or instrumentalities."
The proposed amended fundamental investment restriction is set
forth below.
"The fund may not . . .
With respect to 50% 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."
The amended restriction clarifies, consistent with Investment
Company Act of 1940 (the "1940 Act"), that U.S. government
securities include obligations issued or guaranteed as to
interest or principal by the U.S. government or its agencies or
instrumentalities.
Required Vote. Approval of this proposal requires the
affirmative vote of the lesser of (1) more than 50% of the
outstanding Common Shares and the outstanding Preferred Shares of
the fund, each voting as a separate class, or (2) 67% or more of
the Common Shares and the Preferred Shares of the fund, each
voting as a separate class, present at the meeting if more than
50% of the outstanding Common Shares and the outstanding
Preferred Shares, respectively, 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
Internal Revenue Code of 1986, as amended (the "Code"). Under
the Code, a non-diversified fund such as the fund may not invest,
with respect to 50% 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 remaining 50%
of the fund's total assets is not subject to this limitation.
The fund's current investment restriction, which is more
restrictive than applicable tax rules, 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 50% of its total assets, acquire more
than 10% of the outstanding voting securities of any
issuer."
The amendment enables the fund to purchase more than 10% of the
voting securities of an issuer with respect to 50% of the fund's
total assets. Since the fund invests primarily in tax-exempt
bonds, which are not voting securities, this proposal will have
little practical effect on the fund. Nevertheless, Putnam
Management believes it would be in the best interest of the fund
to conform the policy to provide the fund with maximum
flexibility should circumstances change.
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.
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 Common Shares and the outstanding Preferred Shares of
the fund, each voting as a separate class, or (2) 67% or more of
the Common Shares and Preferred Shares of the fund, each voting
as a separate class, present at the meeting if more than 50% of
the outstanding Common Shares and the outstanding Preferred
Shares, respectively, are present at the meeting in person or by
proxy.
3.C.AMENDING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION WITH
RESPECT TO MAKING LOANS
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, to remove any asset limitations on the fund's
ability to enter into repurchase agreements and to permit the
fund to enter into 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
and by entering into repurchase agreements with respect to
not more than 25% of its total assets (taken at current
value)."
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.
Given the fund's investment policies and the fact that securities
loans and repurchase agreements give rise to taxable income,
Putnam Management does not presently intend to engage in
securities loans or repurchase agreements on behalf of the fund
to any significant extent. Nevertheless, Putnam Management
believes it would be in the best interests of the fund to conform
the policy to provide the fund with maximum flexibility should
circumstances change.
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 Common Shares and the outstanding Preferred Shares of
the fund, each voting as a separate class, or (2) 67% or more of
the Common Shares and Preferred Shares of the fund, each voting
as a separate class, present at the meeting if more than 50% of
the outstanding Common Shares and the oustanding Peferred Shares,
respectively, are present at the meeting in person or by proxy.
3.DAMENDING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION
WITH RESPECT TO CONCENTRATION OF ITS ASSETS
The Trustees are recommending that the fund's fundamental
investment restriction with respect to concentration be revised
to reflect the standard restriction expected to be used by other
Putnam funds. The current restriction states that the fund may
not:
"Invest more than 25% of the value of its total assets in
securities of issuers in any one industry. (Securities of
the U.S. Government, its agencies, or instrumentalities, and
securities backed by the credit of a governmental entity are
not considered to represent industries.)"
The proposed amended fundamental restriction is set forth below.
"The fund may not ...
Purchase securities (other than securities of the U.S.
government, its agencies or instrumentalities or tax-exempt
securities, except tax-exempt securities backed only by the
assets and revenues of non-governmental issuers) if, as a
result of such purchase, more than 25% of the fund's total
assets would be invested in any one industry."
The proposed amendment merely conforms the fund's restriction and
would have no effect on the fund's investments.
Required vote. Approval of this proposal requires the
affirmative vote of the lesser of (1) more than 50% of the
outstanding Common Shares and the outstanding Preferred Shares of
the fund, each voting as a separate class, or (2) 67% or more of
the Common Shares and Preferred Shares of the fund, each voting
as a separate class, present at the meeting if more than 50% of
the outstanding Common Shares and the outstanding Preferred
Shares, respectively, are present at the meeting in person or by
proxy.
3.E.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 it may purchase or sell financial futures contracts or
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, as well as various other financial
transactions to the extent consistent with its investment
objectives 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.
Foreign exchange transactions are subject to many of the risks
associated with futures and options. However, given the fund's
investment polices and the fact that foreign currency exchange
transactions give rise to taxable income, Putnam Management
currently has no intention of engaging in such transactions.
Required vote. Approval of this proposal requires the
affirmative vote of the lesser of (1) more than 50% of the
outstanding Common Shares and the outstanding Preferred Shares of
the fund, each voting as a separate class, or (2) 67% or more of
the Common Shares and Preferred Shares of the fund, each voting
as a separate class, present at the meeting if more than 50% of
the outstanding Common Shares and the outstanding Preferred
Shares, respectively, 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 because
it is unnecessary in light of current regulatory requirements.
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 who beneficially own more than 0.5% of
the securities of that issuer together own more than 5% of
such securities."
By eliminating the restriction, 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 Common Shares and the outstanding Preferred Shares of
the fund, each voting as a separate class, or (2) 67% or more of
the Common Shares and Preferred Shares of the fund, each voting
as a separate class, present at the meeting if more than 50% of
the outstanding Common Shares and the outstanding Preferred
Shares, respectively, 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. "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 transactions in futures
contracts, options, and other financial instruments."
Putnam Management recommended that this restriction be eliminated
because it is unnecessary in light of current regulatory
requirements; the 1940 Act does not require the fund to have such
a restriction. If the restriction were removed, the fund would
be able to engage in margin transactions to the extent consistent
with its investment policies and the 1940 Act.
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 Common Shares and the outstanding Preferred Shares of
the fund, each voting as a separate class, or (2) 67% or more of
the Common Shares and Preferred Shares of the fund, each voting
as a separate class, present at the meeting if more than 50% of
the outstanding Common Shares and the outstanding Preferred
Shares, respectively, 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.
The current restriction states that the fund may not:
"Make short sales of securities or maintain a short position
for the account of the fund unless at all times when a short
position is open it owns an equal amount of such securities
or owns securities which, without payment of any further
consideration, are convertible into or exchangeable for
securities of the same issue as, and in equal amount to, the
securities sold short."
Putnam Management recommended that this restriction be eliminated
because it is unnecessary in light of current regulatory
requirements; the 1940 Act does not require the fund to have such
a restriction.
Given the fund's investment policies and the fact that short
sales give rise to taxable income, Putnam Management does not
currently intend to engage in short sales on behalf of the fund.
Nevertheless, Putnam Management believes it is in the best
interest of the fund to provide the fund with maximum flexibility
should circumstances change.
Required vote. Approval of this proposal requires the
affirmative vote of the lesser of (1) more than 50% of the
outstanding Common Shares and the outstanding Preferred Shares of
the fund, each voting as a separate class, or (2) 67% or more of
the Common Shares and Preferred Shares of the fund, each voting
as a separate class, present at the meeting if more than 50% of
the outstanding Common Shares and the outstanding Preferred
Shares, respectively, 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. 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 the
lower of cost and current value) in connection with
borrowings permitted by restriction 2 above."
[Restriction 2 referred to in this restriction allows the
fund to borrow money in amounts up to 10% of the value of
its total assets for certain limited purposes.]
Putnam Management recommended that this restriction be eliminated
because it is unnecessary in light of current regulatory
requirements; the 1940 Act does not require the fund to have such
a restriction.
This proposal would remove all restrictions on the fund's ability
to pledge assets. 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 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.
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 its 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 Common Shares and the outstanding Preferred Shares of
the fund, each voting as a separate class, or (2) 67% or more of
the Common Shares and Preferred Shares of the fund, each voting
as a separate class, present at the meeting if more than 50% of
the outstanding Common Shares and the outstanding Preferred
Shares, respectively, are present at the meeting in person or by
proxy.
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.
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."
Putnam Management recommended that this restriction be eliminated
because it is unnecessary in light of current regulatory
requirements; the 1940 Act does not require the fund to have such
a restriction. However, given the fund's investment policies,
Putnam Management has no current intention of causing the fund to
invest in such securities.
Required vote. Approval of this proposal requires the
affirmative vote of the lesser of (1) more than 50% of the
outstanding Common Shares and the outstanding Preferred Shares of
the fund, each voting as a separate class, or (2) 67% or more of
the Common Shares and Preferred Shares of the fund, each voting
as a separate class, present at the meeting if more than 50% of
the outstanding Common Shares and the outstanding Preferred
Shares, respectively, 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. Since the fund invests
primarily in fixed-income securities, this proposal will not
impact the majority of the fund's investments. Nevertheless,
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. 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.
Required vote. Approval of this proposal requires the
affirmative vote of the lesser of (1) more than 50% of the
outstanding Common Shares and the outstanding Preferred Shares of
the fund, each voting as a separate class, or (2) 67% or more of
the Common Shares and Preferred Shares of the fund, each voting
as a separate class, present at the meeting if more than 50% of
the outstanding Common Shares and the outstanding Preferred
Shares, respectively, 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. The current restriction
states that 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."
Putnam Management recommended that this restriction be eliminated
because it is unnecessary in light of current regulatory
requirements; the 1940 Act does not require the fund to have such
a restriction. By eliminating the restriction, the fund would
have the ability to invest in investment vehicles (including
registered open-end investment companies) to the extent
consistent with applicable law and the fund's investment
policies. Such entities may involve duplication of some fees and
expenses, but may also provide attractive investment
opportunities. Of course, any such combination or 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 Common Shares and the outstanding Preferred Shares of
the fund, each voting as a separate class, or (2) 67% or more of
the Common Shares and Preferred Shares of the fund, each voting
as a separate class, present at the meeting if more than 50% of
the outstanding shares Common Shares and the outstanding
Preferred Shares, respectively, are present at the meeting in
person or by proxy.
Further Information About Voting and the Shareholder Meeting
Quorum and Methods of Tabulation. A majority 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), except that where the preferred shares or
common shares shall vote as a separate class, then a majority of
the aggregate number of shares of that class shall be necessary
to constitute a quorum for the transaction of business by that
class. Shares represented by proxies that reflect abstentions
and "broker non-votes" (i.e., shares held by brokers or nominees
as to which (i) instructions have not been received from the
beneficial owners or the persons entitled to vote and (ii) the
broker or nominee does not have the discretionary voting power on
a particular matter) will be counted as shares that are present
and entitled to vote on the matter for purposes of determining
the presence of a quorum. Votes cast by proxy or in person at
the meeting will be counted by persons appointed by your fund as
tellers for the meeting.
The tellers will count the total number of votes cast "for"
approval of the proposals for purposes of determining whether
sufficient affirmative votes have been cast. With respect to the
election of Trustees and selection of auditors, neither
abstentions nor broker non-votes have any effect on the outcome
of the proposal. With respect to any other proposals,
abstentions and broker non-votes have the effect of a negative
vote on the proposal.
Other business. The Trustees know of no other business to be
brought before the meeting. However, if any other matters
properly come before the meeting, it is their intention that
proxies that do not contain specific restrictions to the contrary
will be voted on such matters in accordance with the judgment of
the persons named as proxies in the enclosed form of proxy.
Simultaneous meetings. The meeting of shareholders of your fund
is called to be held at the same time as the meetings of
shareholders of certain of the other Putnam funds. It is
anticipated that all meetings will be held simultaneously. If
any shareholder at the meeting objects to the holding of a
simultaneous meeting and moves for an adjournment of the meeting
to a time promptly after the simultaneous meetings, the persons
named as proxies will vote in favor of such adjournment.
Solicitation of proxies. In addition to soliciting proxies by
mail, Trustees of your fund and employees of Putnam Management,
Putnam Fiduciary Trust Company, and Putnam Mutual Funds may
solicit proxies in person or by telephone. Your fund may also
arrange to have votes recorded by telephone. The telephone
voting procedure is designed to authenticate shareholders'
identities, to allow shareholders to authorize the voting of
their shares in accordance with their instructions and to confirm
that their instructions have been properly recorded. Your fund
has been advised by counsel that these procedures are consistent
with the requirements of applicable law. If these procedures were
subject to a successful legal challenge, such votes would not be
counted at the meeting. Your fund is unaware of any such
challenge at this time. Shareholders would be called at the
phone number Putnam Investments has in its records for their
accounts, and would be asked for their Social Security number or
other identifying information. The shareholders would then be
given an opportunity to authorize proxies to vote their shares at
the meeting in accordance with their instructions. To ensure
that the shareholders' instructions have been recorded correctly,
they will also receive a confirmation of their instructions in
the mail. A special toll-free number will be available in case
the information contained in the confirmation is incorrect.
Your fund's Trustees have adopted a general policy of maintaining
confidentiality in the voting of proxies. Consistent with this
policy, your fund may solicit proxies from shareholders who have
not voted their shares or who have abstained from voting.
Persons holding shares as nominees will upon request be
reimbursed for their reasonable expenses in soliciting
instructions from their principals. Your fund has retained at
its expense Tritech Services, Four Corporate Place, Corporate
Park 287, Piscataway, New Jersey 08854, to aid in the
solicitation of beneficial accounts for a fee not to exceed
$7,000 plus reasonable out-of-pocket expenses for mailing and
phone costs. Your fund has also retained D.F. King & Co., Inc.,
77 Water Street, New York, New York 10005, to aid in the
solicitation of beneficial and registered accounts for a fee not
to exceed $2,500 plus reasonable out-of-pocket expenses.
Revocation of proxies. Proxies, including proxies given by
telephone, may be revoked at any time before they are voted by a
written revocation received by the Clerk of your fund, by
properly executing a later-dated proxy or by attending the
meeting and voting in person.
Date for receipt of shareholders' proposals for the next annual
meeting. It is anticipated that your fund's next annual meeting
of shareholders will be held in October 1997. Shareholder
proposals to be included in your fund's proxy statement for the
next annual meeting must be received by your fund before
.
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 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.
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
1993
Patricia C. Flaherty
(49)
Senior Vice President
1993
John D. Hughes (61)
Senior Vice President and
Treasurer
1993
Gordon H. Silver (49)
Vice President
1993
Gary N. Coburn (50)
Vice President
1993
James E. Erickson (60)
Vice President
1993
Richard P. Wyke* (40)
Vice President
1996
William N.
Shiebler**(54)
Vice President
1993
John R. Verani (57)
Vice President
1993
Paul M. O'Neil (43)
Vice President
1993
Beverly Marcus (52)
Clerk
1993-----------------------------------------------------------------
* 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, 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,
custodian fees, and investor servicing fees paid or allowed by
the fund.
Assets and shares outstanding of your fund
as of July 26, 1996
Net assets $218,448,175.19
Common shares outstanding16,157,092.2 shares
and authorized to vote
Preferred shares outstanding800 shares
and authorized to vote
5% beneficial ownership of your fund
as of July 31, 1996
Persons beneficially owning more than 5%
of the fund's common shares
(1)Merrill Lynch
4 Corporate Place
Corporate Park 287
Piscataway, New Jersey 08855
7,187,073 shares or 47.42%
(2)PaineWebber
1000 Harbor Boulevard
Weehauken, New Jersey 07087
897,633 shares or 5.56%
(3)Prudential Securities
111 8th Avenue
4th Floor
New York, New York 10011
999,603 shares or 6.19%
(4)Smith Barney
333 W. 34th Street
New York, New York 10001
1,875,690 shares or 11.61%
Persons beneficially owning more than 5%
of the fund's preferred shares
(1)Bradford (J.C.) & Co.
3310 Perimeter Hill Drive
P.O. Box 308100
Nashville, Tennessee 37230
40 shares or 5%
(2)Comerica
411 W. Lafayette Capital Change-Proxy
Detroit, Michigan 48286
100 shares or 12.5%
(3)Merrill Lynch
4 Corporate Place
Corporate Park 287
Piscataway, New Jersey 08855
486 shares or 60.75%
PUTNAMINVESTMENTS
The Putnam Funds
One Post Office Square
Boston, Massachusetts 02109
Toll-free 1-800-225-1581
PUTNAM INVESTMENTS
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.
Proxy for a meeting of shareholders to be held on October 31,
1996 for Putnam Municipal Opportunities Trust. (Preferred
Shares)
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 Municipal Opportunities Trust on October
31, 1996, at 2:00 p.m., Boston time, and at any adjournments
thereof, all of the shares of the fund that the undersigned
shareholder would be entitled to vote if personally present.
If you complete and sign the proxy, we'll vote it exactly as you
tell us. If you simply sign the proxy, it will be voted FOR
fixing the number of Trustees and electing Trustees as set forth
in Proposal 1 and FOR Proposals 2, 3.A.-3.E. and 4.A.-4.G. 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 hereDate
THE TRUSTEES RECOMMEND A VOTE FOR FIXING THE NUMBER OF TRUSTEES
AND 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 fix the number of and 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 fixing the number of Trustees and 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:
FOR AGAINST ABSTAIN
2. Ratify the selection / / / / / /
of Coopers & Lybrand
L.L.P. as 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.Concentration of its / / / / / /
assets.
E.Investments in / / / / / /
commodities.
4. Eliminate the fund's fundamental
investment restriction with
respect to:
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.
PUTNAM INVESTMENTS
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.
Proxy for a meeting of shareholders to be held on October 31,
1996 for Putnam Municipal Opportunities Trust (Common Shares)
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 Municipal Opportunities Trust on October
31, 1996, at 2:00 p.m., Boston time, and at any adjournments
thereof, all of the shares of the fund that the undersigned
shareholder would be entitled to vote if personally present.
If you complete and sign the proxy, we'll vote it exactly as you
tell us. If you simply sign the proxy, it will be voted FOR
fixing the number of Trustees and electing Trustees as set forth
in Proposal 1 and FOR Proposals 2, 3.A.-3.E. and 4.A.-4.G. 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 hereDate
THE TRUSTEES RECOMMEND A VOTE FOR FIXING THE NUMBER OF TRUSTEES
AND 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, R.J.
Jackson, E.T. Kennan, L.J. Lasser, D.S. Perkins, W.F.
Pounds, G. Putnam, G. Putnam, III, E. Shapiro, A.J.C. Smith
and W.N. Thorndike.
/ /FOR fixing the number of Trustees and 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:
FOR AGAINST ABSTAIN
2. Ratify the selection / / / / / /
of Coopers & Lybrand
L.L.P. as 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.Concentration of its / / / / / /
assets.
E.Investments in / / / / / /
commodities.
4. Eliminate the fund's fundamental
investment restriction with
respect to:
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.
lipsett/106290.111/proxys/mut.3.wpf
