Putnam Capital Growth and Income Fund
One Post Office Square
Boston, Massachusetts 02109
July 27, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-1004
Via EDGAR
RE: Rule 24f-2 Notice for Putnam Capital Growth and Income Fund
(Reg. No. 33-49597) (the "Fund")
Ladies and Gentlemen:
Pursuant to Rule 24f-2 under the Investment Company Act of
1940, you are hereby notified as follows:
(a) the fiscal year of the Fund for which this notice is
filed is the year ended May 31, 1994.
(b) the number or amount of securities of the same class or
series of the Fund which had been registered under the
Securities Act of 1933 other than pursuant to Rule 24f-2 but
which remained unsold at the beginning of the year was:
NONE.
(c) the number or amount of securities the Fund registered
during such fiscal year other than pursuant to Rule 24f-2
was: NONE.
(d) the number or amount of securities of the Fund sold
during such fiscal year was: 6,598 shares.
(e) the number or amount of securities of the Fund sold
during such fiscal year in reliance upon registration
pursuant to Rule 24f-2 was: 6,598 shares.*
We are including in this filing, as an exhibit, an opinion
of counsel for the Fund to the effect that the securities, the
registration of which this notice makes definite in number, were
legally issued, fully paid and non-assessable. The amount of the
filing fee required by Rule 24f-2(c) was wired on July 27, 1994,
to the Commission's lockbox at the Mellon Bank, American Bankers'
Association number 043000261, SEC Account Number: 910-8729.<PAGE>
Securities and Exchange Commission
July 27, 1994
Page Two
Very truly yours,
Putnam Capital Growth and Income Fund
By: -------------------------
John D. Hughes
Vice President and Treasurer
- -----------------------------------------------------------------
*Calculation of filing fee pursuant to Rule 24f-2(c):
(1) Aggregate sales prices of securities
sold pursuant to Rule 24f-2 during the
fiscal year (see Para. (e) above):
$ 59,644
(2) (a) Aggregate redemption or repurchase
price of securities redeemed or
repurchased during fiscal year:
$ 15,037
(b) Amount previously applied during
fiscal year:
NONE
(c) Available credit:
$ 15,037
(d) Amount of available credit applied
in this notice:
$ 15,037
- -----------------
(3) Securities deemed sold for filing fee
calculation:
$ 44,607
(4) Filing fee due: (1/29 of 1% of #3):
$ 15.39
ROPES & GRAY
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110-2624
(617) 951-7000
July 26, 1994
Putnam Capital Growth and Income Fund
One Post Office Square
Boston, Massachusetts 02109
Ladies and Gentlemen:
We are furnishing this opinion in connection with the sale
during the fiscal year ended May 31, 1994 of 6,598 shares of
beneficial interest (the "Shares") of Putnam Capital Growth and
Income Fund (the "Fund").
We have examined copies of (i) your Agreement and
Declaration of Trust as on file at the office of the Secretary of
State of The Commonwealth of Massachusetts, which provides for an
unlimited number of authorized shares of beneficial interest, and
(ii) your Bylaws, which provide for the issue and sale by the
Fund of such Shares. We have also examined (i) a copy of the
notice (the "Notice") to be filed pursuant to the Rule by you
with the Securities and Exchange Commission relating to your
registration of an indefinite number of shares of beneficial
interest of the Fund pursuant to the Securities Act of 1933, as
amended, and making definite registration of the Shares pursuant
to Rule 24f-2 (the "Rule"), and (ii) a certificate of the
Treasurer of the Fund stating that all of the Shares had been
recorded as issued and that the appropriate consideration
therefor as provided in your Bylaws had been received at May 31,
1994.
We assume that appropriate action has been taken to register
or qualify the sale of the Shares under any applicable state and
federal laws regulating offerings and sales of securities, and
that the Notice will be timely filed with the Securities and
Exchange Commission.
<PAGE>
ROPES & GRAY
-2-
Putnam Capital Growth and Income Fund July 26, 1994
Based upon the foregoing, we are of the opinion that:
1. The Fund is a legally organized and validly existing
voluntary association with transferable shares of beneficial
interest under the laws of The Commonwealth of Massachusetts and
is authorized to issue an unlimited number of shares of
beneficial interest.
2. The Shares were validly issued and were fully paid and
nonassessable by the Fund at May 31, 1994.
The Fund is an entity of the type commonly known as a
"Massachusetts business trust". Under Massachusetts law,
shareholders could, under certain circumstances, be held
personally liable for the obligations of the Fund. However, the
Agreement and Declaration of Trust disclaims shareholder
liability for acts or obligations of the Fund and requires that
notice of such disclaimer be given in each agreement, obligation
or instrument entered into or executed by the Fund or its
Trustees. The Agreement and Declaration of Trust provides for
indemnification out of the property of the Fund for all loss and
expense of any shareholder of the Fund held personally liable for
the obligations of the Fund solely by reason of his being or
having been a shareholder of the Fund. Thus, the risk of a
shareholder incurring financial loss on account of shareholder
liability is limited to circumstances in which the Fund itself
would be unable to meet its obligations.
We consent to this opinion accompanying the Notice.
Very truly yours,
Ropes & Gray
S:\SHARED\FUNDS\NEW\A78OPIN.1
