SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
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Filed by the Registrant / X /
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Filed by a party other than the Registrant / /
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Check the appropriate box:
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/ / Preliminary Proxy Statement
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/ / Confidential, for Use of the Commission Only (as
---- permitted by Rule 14a-6(e) (2))
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/ X / Definitive Proxy Statement
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/ / Definitive Additional Materials
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/ / Soliciting Material Pursuant to Sec. 240.14a- 11(c)
or
- ---- Sec. 240.14a - 12
PUTNAM CONVERTIBLE OPPORTUNITIES AND INCOME TRUST
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other
than Registrant)
Payment of Filing Fee (Check the appropriate box):
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/ / No fee required
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/ / Fee computed on table below per Exchange Act
- ---- Rule 14a -6(i)(1) and 0 - 11
(1) Title of each class of securities to which
transaction applies:
(2) Aggregate number of securities to which transaction
applies:
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule
0-11 (set forth the amount on which the filing
fee is calculated and state how it was
determined) :
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
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/ X / Fee paid previously with preliminary materials.
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/ / Check box if any part of the fee is offset as provided
by
- ---- Exchange Act Rule 0-11(a)(2) and identify the
filing for which the offsetting fee was paid
previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of
its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
IMPORTANT INFORMATION
FOR SHAREHOLDERS IN
PUTNAM CONVERTIBLE OPPORTUNITIES AND INCOME 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 page 4 .
We urge you to spend a couple of minutes with the proxy statement,
fill out your proxy card, and return it to us. When shareholders
don't return their proxies in sufficient numbers, we have to incur
the expense of follow-up solicitations, which can cost your fund
money.
We want to know how you would like to vote and welcome your
comments. Please take a few moments with these materials and
return your proxy to us.
(PUTNAM LOGO APPEARS HERE)
BOSTON * LONDON * TOKYO
<PAGE>
Table of contents
A Message from the Chairman 1
Notice of Shareholder Meeting 2
Trustees' Recommendations 4
Proxy card enclosed
If you have any questions, please contact us at the special toll-
free number we have set up for you (1-800-225-1581) or call your
financial adviser.
<PAGE>
A Message from the Chairman
(Photograph of George Putnam appears here)
Dear Shareholder:
I am writing to you to ask for your vote on important questions
that affect your investment in your fund. While you are, of
course, welcome to join us at your fund's meeting, most
shareholders cast their vote by filling out and signing the
enclosed proxy. We are asking for your vote on the following
matters:
1. Fixing the number of Trustees and electing Class A Trustees to
oversee your fund;
2. Ratifying the selection by the Trustees of the independent
auditors of your fund for its current fiscal year; and
3. Approving amendments to certain of your fund's fundamental
investment restrictions.
Although we would like very much to have each shareholder attend
their fund's meeting, we realize this is not possible. Whether or
not you plan to be present, we need your vote. We urge you to
complete, sign, and return the enclosed proxy card promptly. A
postage-paid envelope is enclosed.
I'm sure that you, like most people, lead a busy life and are
tempted to put this proxy aside for another day. Please don't.
When shareholders do not return their proxies, their fund may have
to incur the expense of follow-up solicitations. All shareholders
benefit from the speedy return of proxies.
Your vote is important to us. We appreciate the time and
consideration that I am sure you will give this important matter.
If you have questions about the proposals, contact your financial
adviser or call a Putnam customer service representative at
1-800-225-1581.
Sincerely yours,
(signature of George Putnam)
George Putnam, Chairman
<PAGE>
PUTNAM CONVERTIBLE OPPORTUNITIES AND INCOME 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 Convertible Opportunities and Income
Trust:
A Meeting of Shareholders of your fund will be held on December 5,
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 Class A Trustees.
See page 6 .
2. Ratifying the selection by the Trustees of the independent
auditors of your fund for its current fiscal year. See
page 24 .
3.A. Approving an amendment to the fund's fundamental investment
restriction with respect to investments in the voting
securities of a single issuer. See page 25 .
3.B. Approving an amendment to the fund's fundamental investment
restriction with respect to making loans. See page 25 .
3.C. Approving an amendment to the fund's fundamental investment
restriction with respect to concentration of its assets. See
page 27 .
3.D. Approving an amendment to the fund's fundamental investment
restriction with respect to investments in commodities. See
page 28 .
4. 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.
October 18 , 1996
<PAGE>
Proxy Statement
This document will give you the information you need to vote on the
matters listed on the previous page. Much of the information in
the proxy statement is required under rules of the Securities and
Exchange Commission ("SEC"); some of it is technical. If there is
anything you don't understand, please contact us at our special
toll-free number, 1-800-225-1581, or call your financial adviser.
Who is asking for my vote?
The enclosed proxy is solicited by the Trustees of Putnam
Convertible Opportunities and Income Trust for use at the Meeting
of Shareholders of the fund to be held on December 5, 1996, and, if
your fund's meeting is adjourned, at any later meetings, for the
purposes stated in the Notice of Meeting (see previous page).
How do your fund's Trustees recommend that shareholders vote on
these proposals?
The Trustees recommend that you vote
1. For 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 investments in the voting securities of a
single issuer;
3.B. For amending the fund's fundamental investment restriction
with respect to making loans;
3.C. For amending the fund's fundamental investment restriction
with respect to concentration of its assets; and
3.D. For amending the fund's fundamental investment restriction
with respect to investments in commodities.
Who is eligible to vote?
Shareholders of record at the close of business on September 6,
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
October 18 , 1996.
Each share is entitled to one vote. Shares represented by duly
executed proxies will be voted in accordance with shareholders'
instructions. If you sign the proxy, but don't fill in a vote,
your shares will be voted in accordance with the Trustees'
recommendations. If any other business is brought before the
meeting, your shares will be voted at the Trustees' discretion.
The Proposals
I. ELECTION OF CLASS A 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 for Class A Trustee described below. Each nominee
is currently a Trustee of your fund and of the other Putnam funds.
The Nominating Committee of the Trustees consists solely of
Trustees who are not "interested persons" (as defined in the
Investment Company Act of 1940) of your fund or of Putnam
Investment Management, Inc., your fund's investment manager
("Putnam Management").
Jameson Adkins Baxter - Class A Trustee
[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 - Class A Trustee
[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.
Lawrence J. Lasser* - Class A Trustee
[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.
William F. Pounds - Class A Trustee
[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.
Who are the other Trustees?
John A. Hill - Class B Trustee
[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 - Class B Trustee
[Insert Picture]
Mr. Jackson, age 52, was Chairman of the Board, President and Chief
Executive Officer of Fisher-Price, Inc., a major toy manufacturer,
from 1990 to 1993. He previously served as President and Chief
Executive Officer of Stride-Rite, Inc., a manufacturer and
distributor of footwear, from 1989 to 1990, and as President and
Chief Executive Officer of Kenner Parker Toys, Inc., a major toy
and game manufacturer, from 1985 to 1987. Prior to that, he held
various financial and marketing positions at General Mills, Inc.
from 1966 to 1985, including Vice President, Controller and Vice
President of Marketing for Parker Brothers, a toy and game company,
and President of Talbots, a retailer and direct marketer of women's
apparel.
Mr. Jackson currently serves as a Director of Safety 1st, Inc., a
company which markets a wide range of child care and safety
products. He also serves as a Trustee of Salem Hospital and an
Overseer of the Peabody Essex Museum. He previously served as a
Director of a number of public companies including Fisher-Price,
Inc., Kenner Parker Toys, Inc., Stride-Rite, Inc., and Mattel,
Inc., a major toy manufacturer. Mr. Jackson is a graduate of
Michigan State University Business School.
Elizabeth T. Kennan - Class B Trustee
[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.
Robert E. Patterson - Class B Trustee
[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.
George Putnam , III * - Class B Trustee
[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.
Donald S. Perkins - Class C Trustee*
[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.
George Putnam * - Class C Trustee
[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.
Eli Shapiro - Class C Trustee
[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* - Class C Trustee
[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** - Class C Trustee
[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.
- ----------------------------
* Trustees 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 Trustees 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 Trustees were elected by the sole shareholder in June 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. Only the Class A Trustees ,
whose current terms expire at the time of the annual meeting,
are up for election; the other Trustees will continue to serve
under their current terms. The terms for the Class B
Trustees expire at the fund's 1997 annual meeting of
shareholders and the terms of the Class C Trustees expire
at the fund's 1998 annual meeting of shareholders. The four
nominees for election as Class A Trustee at the shareholder meeting
of your fund who receive the greatest number of votes will be
elected Class A Trustees of your fund. Each Class A Trustee will be
elected to a three year term expiring at the fund's 1999
annual meeting of shareholders . Each Trustee serves until the
expiration of his or her term and until his or her successor is
elected and qualified. Each of the nominees has agreed to serve as
a Trustee if elected. If any of the nominees is unavailable for
election at the time of the meeting, which is not anticipated, the
Trustees may vote for other nominees at their discretion, or the
Trustees may recommend that the shareholders fix the number of
Trustees at less than 14 for your fund, resulting in fewer Class A
Trustees.
On June 25, 1996, Marion Finkel (the "Plaintiff"), a shareholder
of the fund, filed a class action suit in the United States
District Court for the Southern District of New York against the
fund, its Trustees (other than Mr. Jackson, who had only recently
been elected), certain fund officers, and the underwriters involved
in the fund's initial public offering (collectively "Defendants").
The Plaintiff's complaint alleges (i) that statements in the fund's
prospectus regarding the possibility that the fund's shares may
trade at a discount and the actions that might be taken to address
the situation constituted material misrepresentations in violation
of Section 11 of the Securities Act of 1933, and (ii) that by
failing to take action to address the discount the fund breached a
contractual commitment to purchasers of fund shares. The complaint
seeks unspecified money damages or rescission of the purchase price
paid for fund shares (less any income received) and costs and
expenses incurred by the Plaintiff and other class members in the
litigation. On September 30, 1996, the Defendants filed a motion
to dismiss the suit on the grounds that it failed to state any
legal basis for liability.
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.<PAGE>
Share Ownership by Trustees
Year first Number of Number of
elected as shares of the shares of
Trustee of fund owned all Putnam
the Putnam as of funds
owned
Trustees funds June 28, 1996* as of June
28, 1996**
- ---------------------------------------------------------------------------
- ---------------
Jameson A. Baxter 1994
250 24,102
Hans H. Estin 1972
200 26,270
John A. Hill 1985
100 123,624
Ronald J. Jackson 1996
200 (1) 12,209
Elizabeth T. Kennan 1992
100 27,475
Lawrence J. Lasser 1992
100 451,608
Robert E. Patterson 1984
100 60,322
Donald S. Perkins 1982
650 160,110
William F. Pounds 1971
200 348,913
George Putnam 1957
419 1,516,577
George Putnam, III 1984
500 287,830
Eli Shapiro 1995*** ---
80,677
A.J.C. Smith 1986
100(2) 35,339
W. Nicholas Thorndike 1992
100 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.
(1) Mr. Jackson has shared investment power and shared voting power with
respect to his shares
of the fund.
(2) Mr. Smith has shared investment power and shared voting power with
respect to his shares
of the fund.
As of June 28, 1996, the Trustees and officers of the fund owned a total of
3,019 shares of
the fund, comprising less than 1% of its outstanding shares on that date.
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:
<PAGE>
Compensation Table+
Total
Estimated aggregate compensation
compensation from all
Trustees from the fund* Putnam funds**
- --------------------------------------------------------------
Jameson A. Baxter $685 $150,854
Hans H. Estin 685 150,854
John A. Hill*** 685 149,854
Elizabeth T. Kennan 685 148,854
Lawrence J. Lasser 685 150,854
Robert E. Patterson 685 152,854
Donald S. Perkins 685 150,854
William F. Pounds 685 149,854
George Putnam 685 150,854
George Putnam, III 685 150,854
Eli Shapiro**** 685 95,372
A.J.C. Smith 685 149,854
W. Nicholas Thorndike 685 152,854
+ 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.
**
* 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 32 .
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.A-3.D.
As described in the following proposals, the Trustees are recommending that
shareholders approve a number of changes to your fund's fundamental
investment restrictions. The purpose of these changes is to standardize
the investment restrictions 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 the 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.
The adoption of any of these proposals is not contingent on the adoption
of any other proposal.
3.A. AMENDING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION WITH RESPECT
TO 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. The fund's current investment
restriction states that the fund may not:
"With respect to 75% of its total assets, acquire more than 10% of
the voting securities of any issuer."
The proposed amended fundamental investment restriction is set forth below.
"The fund may not ...
"With respect to 75% of its total assets, acquire more than 10%
of the outstanding voting securities of any issuer."
The proposed amendment merely conforms the restriction and will have no
practical 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 shares of the fund, or
(2) 67% or more of the shares of the fund present at the meeting if more
than 50% of the outstanding shares of the fund are present at the meeting
in person or by proxy.
3.B. AMENDING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION WITH RESPECT
TO 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 and to remove any
asset limitations on the fund's ability to enter into repurchase agreements
and securities loans. The current restriction states that the fund may
not:
"Make loans, except by purchase of debt obligations in which the fund
may invest consistent with its investment policies, by entering into
repurchase agreements with respect to not more than 25% of its total
assets (taken at current value), or through the lending of its
portfolio securities with respect to not more than 25% of its total
assets (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
objectives and policies and applicable law, enter into repurchase
agreements and securities loans without limit. Putnam Management believes
that this increased investment flexibility could assist the fund in
achieving its investment objective.
When the fund enters into a repurchase agreement, it typically purchases
a security for a relatively short period (usually not more than one week),
which the seller agrees to repurchase at a fixed time and price,
representing the fund's cost plus interest. When the fund enters into a
securities loan, it lends certain of its portfolio securities to broker-
dealers or other parties and typically receives an interest payment in
return. These transactions must be fully collateralized at all times, but
involve some risk to the fund if the other party should default on its
obligation. If the other party in these transactions should become
involved in bankruptcy or insolvency proceedings, it is possible that the
fund may be treated as an unsecured creditor and be required to return the
underlying collateral to the other party's estate.
Required vote. Approval of this proposal requires the affirmative vote of
the lesser of (1) more than 50% of the outstanding shares of the fund, or
(2) 67% or more of the shares of the fund present at the meeting if more
than 50% of the outstanding shares of the fund are present at the meeting
in person or by proxy.
3.C. AMENDING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION WITH RESPECT
TO CONCENTRATION OF ITS ASSETS
The Trustees are recommending that the fund's fundamental investment
restriction regarding 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 issued or guaranteed as
to principal or interest by the U.S. government or 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) 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 restriction and will have no
practical 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 shares of the fund, or
(2) 67% or more of the shares of the fund present at the meeting if more
than 50% of the outstanding shares of the fund are present at the meeting
in person or by proxy.
3.D. AMENDING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION WITH RESPECT
TO INVESTMENTS IN COMMODITIES
The Trustees are recommending that the fund's fundamental investment
restriction with respect to investments in commodities be revised to
reflect the standard restriction expected to be used by other Putnam funds.
The current restriction states that the fund may not:
"Purchase or sell commodities or commodity contracts, except that it
may purchase or sell futures contracts and 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. 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 physical
commodities is intended to give the fund maximum flexibility to invest in
a variety of financial instruments that could technically be considered
commodities, but which do not involve the direct purchase or sale of
physical commodities, which is the intended focus of the restriction.
Required vote. Approval of this proposal requires the affirmative vote of
the lesser of (1) more than 50% of the outstanding shares of the fund, or
(2) 67% or more of the shares of the fund present at the meeting if more
than 50% of the outstanding shares of the fund are present at the meeting
in person or by proxy.
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). 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 D.F. King & Co., Inc., 77 Water
Street, New York, New York 10005, to aid in the solicitation of
instructions for registered and nominee accounts, for a fee not to exceed
$2,500 plus reasonable out-of-pocket expenses.
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 December 1997. Shareholder proposals to be included in your
fund's proxy statement for the next annual meeting must be received by your
fund before June 20, 1997.
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.
<PAGE>
Officers and other information. In addition to George Putnam and Lawrence
J. Lasser, the officers of your fund are as follows:
Year first
elected to
Name (age) Office office
- -----------------------------------------------------------------
Charles E. Porter (58) Executive Vice President 1995
Patricia C. Flaherty (49) Senior Vice President 1995
John D. Hughes (61) Senior Vice President
& Treasurer 1995
Gordon H. Silver (49) Vice President 1995
Peter Carman (55) Vice President 1995
Brett C. Browchuk (33) Vice President 1995
Thomas V. Reilly (49) Vice President 1995
Gary N. Coburn (50) Vice President 1995
Hugh H. Mullin* (34) Vice President 1995
Jennifer E. Leichter* (35) Vice President 1995
William N. Shiebler** (54) Vice President 1995
John R. Verani (57) Vice President 1995
Paul M. O'Neil (43) Vice President 1995
Beverly Marcus (52) Clerk 1995
- -----------------------------------------------------------------
* One of the fund's portfolio managers
** 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 (a nominee for Trustee of your fund) and
Smith , as well as the officers of your fund, will benefit from the
management fees, underwriting commissions, custodian fees, and investor
servicing fees paid or allowed by the fund.
Assets and shares outstanding of your fund
as of September 6, 1996
Net assets $98,520,852
Shares outstanding
and authorized to vote 3,704,000 shares
5% beneficial ownership of your fund as of August 30, 1996
Persons beneficially owning more than 5%
of the fund's shares
(1)
Smith Barney, Inc.
333 West 34th Street
New York, New York 10001
880,695 shares
or 23.78%
(2)
Paine Webber, Inc.
1000 Harbor Boulevard
Weehauken, New Jersey 07087
406,435 shares
or 10.97%
(3)
A.G. Edwards & Sons, Inc.
One North Jefferson
St. Louis, Missouri 63103
368,495 shares
or 9.95%
(4)
Merrill Lynch, Pierce Fenner & Smith, Inc.
4 Corporate Place
Corporate Park 287
Piscataway, New Jersey 08855
324,458 shares
or 8.76%
<PAGE>
PUTNAMINVESTMENTS
The Putnam Funds
One Post Office Square
Boston, Massachusetts 02109
Toll-free 1-800-225-158<PAGE>
PUTNAMINVESTMENTS
This is your PROXY CARD.
Please vote this proxy, sign it below, and return it promptly in the
envelope provided. Your vote is important.
HAS YOUR ADDRESS CHANGED?
Please use this form to notify us of any change in address or telephone
number or to provide us with your comments. Detach this form from the
proxy ballot and return it with your signed proxy in the enclosed envelope.
Street
- -------------------------------------------------------------------
City
State
Zip
- -------------------------------------------------------------------
Telephone
- -------------------------------------------------------------------
DO YOU HAVE ANY COMMENTS?
- -------------------------------------------------------------------
- ------------------------------------------------------------
- ------
-- -----------------------------------------------------------
- ------
DEAR SHAREHOLDER:
Your vote is important. Please help us to eliminate the expense of
follow-up mailings by signing and returning this proxy as soon as
possible. A postage-paid envelope is enclosed for your convenience.
THANK YOU!
- -------------------------------------------------------------------
Please fold at perforation before detaching.
<PAGE>
Proxy for a meeting of shareholders to be held on December 5, 1996, for
Putnam Convertible Opportunities and Income Trust.
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 Convertible
Opportunities and Income Trust on December 5, 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 Class A Trustees as set forth in Proposal 1 and FOR
each of the other Proposals listed below . In their
discretion, the Proxies will also be authorized to vote upon such other
matters that may properly come before the meeting.
Note: If you have questions on any of the proposals, please call
1-800-225-1581.
PLEASE BE SURE TO SIGN AND DATE THIS PROXY.
Please sign your name exactly as it appears on this card. If you are a
joint owner, each owner should sign. When signing as executor,
administrator, attorney, trustee, or guardian, or as custodian for a minor,
please give your full title as such. If you are signing for a corporation,
please sign the full corporate name and indicate the signer's office. If
you are a partner, sign in the partnership name.
- -------------------------------------------------------------------
Shareholder sign here Date
- -------------------------------------------------------------------
Co-owner sign here Date
<PAGE>
THE TRUSTEES RECOMMEND A VOTE FOR FIXING THE NUMBER OF TRUSTEES AND
ELECTING ALL OF THE NOMINEES FOR CLASS A 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 to elect Trustees
The nominees for Class A Trustees are: J.A. Baxter, H.H. Estin, L.J.
Lasser and W.F. Pounds.
/ / 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:
2. Ratify the selection FOR AGAINST ABSTAIN
of Coopers & Lybrand
L.L.P. as the / / / / / /
independent auditors
of your fund.
3. Amend the fund's
fundamental investment
restriction with respect to:
A. Investments in the voting / / / / / /
securities of a single
issuer.
B. Making loans. / / / / / /
C. Concentration of its / / / / / /
assets.
D. Investments in / / / / / /
commodities.
<PAGE>
/lipsett/106290.111/proxys/convopp3.wpf
