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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
----
Filed by the Registrant
/ X /
----
----
Filed by a Party other than the Registrant
/ /
----
Check the appropriate box:
----
/ X / Preliminary Proxy Statement
----
----
/ / Preliminary Additional Materials
----
----
/ / Definitive Proxy Statement
----
----
/ / Definitive Additional Materials
----
----
/ / Soliciting Material Pursuant to Sec.
240.14a-11(e) 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)
Payment of Filing Fee (Check the appropriate box):
----
/ x / $125 per Exchange Act Rules 0-11(c)(1)(ii),
---- 14a-6(i)(1), or 14a-6(i)(2).
----
/ / $500 per each party to the controversy
pursuant
---- to Exchange Act Rule 14a-6(i)(3).
----
/ / Fee computed on table below per Exchange Act
Rules
---- 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to
which
transaction applies:
(2) Aggregate number of securities to which
transaction applies:
(3) Per unit price or other underlying value
of
transaction computed pursuant to Exchange
Act Rule
0-11:
<PAGE>
(4) Proposed maximum aggregate value of
transaction:
----
/ / 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 pages [ ] and [ ].
We urge you to spend a couple of minutes with the proxy
statement, fill out your proxy card, and return it to
us. When
shareholders don't return their proxies in sufficient
numbers, we
have to incur the expense of follow-up solicitations,
which can
cost your fund money.
We want to know how you would like to vote and welcome
your
comments. Please take a few moments with these
materials and
return your proxy to us.
(PUTNAM LOGO APPEARS HERE)
BOSTON * LONDON * TOKYO
<PAGE>
Table of contents
A Message from the Chairman
1
Notice of Shareholder Meeting
2
Trustees' Recommendations
[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 [ ].
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 investments in the
voting
securities of a single issuer. See page [ ].
3.B. Approving an amendment to the fund's fundamental
investment
restriction with respect to making loans. See page
[ ].
3.C. Approving an amendment to the fund's fundamental
investment
restriction with respect to concentration of its
assets.
See page [ ].
3.D. Approving an amendment to the fund's fundamental
investment
restriction with respect to investments in
commodities. See
page [ ].
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
<PAGE>
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 7, 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 7, 1996.
Each share is entitled to one vote. Shares represented
by duly
executed proxies will be voted in accordance with
shareholders'
<PAGE>
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.
<PAGE>
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.
<PAGE>
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
<PAGE>
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.
<PAGE>
George Putnam* - Class B 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.
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
<PAGE>
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, III* - Class C 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.
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
<PAGE>
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.
<PAGE>
----------------------------
* 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 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 are up for election; the other Trustees
will
continue to serve under then current terms. The terms
for the
Class B Trustees will expire at the fund's 1997 annual
meeting of
shareholders and the terms of the Class C Trustees will
expire at
the fund's 1998 annual meeting of shareholders. The 4
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 and will serve until the
expiration of the term at the fund's 1999 annual meeting
of
<PAGE>
shareholders 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.
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
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(1) 35,339
W. Nicholas Thorndike 1992 100
79,113
- - - -----------------------------------------------------------------
- - - -------------------------
* [Except as noted below,] [Each/each] Trustee has
sole investment power and sole
voting power with respect to his or her shares of
the fund.
** These holdings do not include shares of Putnam
money market funds.
*** Dr. Shapiro previously served as a Trustee of the
Putnam funds from 1984 to 1989.
(1) Mr. Smith has shared investment power and shared
voting power with respect to his
shares of the fund.
<PAGE>
As of June 28, 1996, the Trustees and officers of the
fund owned a total of 3,109 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
<PAGE>
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
Aggregate
compensation
compensation
from all
Trustees from the fund* Putnam
funds**
- - - --------------------------------------------------------------
Jameson A. Baxter $
$150,854
Hans H. Estin
150,854
John A. Hill***
149,854
Elizabeth T. Kennan
148,854
Lawrence J. Lasser
150,854
Robert E. Patterson
152,854
Donald S. Perkins
150,854
William F. Pounds
149,854
George Putnam
150,854
George Putnam, III
150,854
Eli Shapiro****
95,372
A.J.C. Smith
149,854
W. Nicholas Thorndike
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 the fund as of
December 31, 1995 was $[________], 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
<PAGE>
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.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
<PAGE>
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
<PAGE>
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 objective and policies and applicable law,
enter into
repurchase agreements and securities loans without
limit. Putnam
Management believes that this increased investment
flexibility could
assist the fund in achieving its investment objective.
When the fund enters into a repurchase agreement, it
typically
purchases a security for a relatively short period
(usually not more
than one week), which the seller agrees to repurchase at
a fixed
time and price, representing the fund's cost plus
interest. When
the fund enters into a securities loan, it lends certain
of its
portfolio securities to broker-dealers or other parties
and
typically receives an interest payment in return. These
transactions must be fully collateralized at all times,
but involve
some risk to the fund if the other party should default
on its
obligation. If the other party in these transactions
should become
involved in bankruptcy or insolvency proceedings, it is
possible
that the fund may be treated as an unsecured creditor
and be
required to return the underlying collateral to the
other party's
estate.
Required vote. Approval of this proposal requires the
affirmative
vote of the lesser of (1) more than 50% of the
outstanding shares of
the fund, or (2) 67% or more of the shares of the fund
present at
the meeting if more than 50% of the outstanding shares
of the fund
are present at the meeting in person or by proxy.
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
<PAGE>
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 the direct purchase
or sale of
physical commodities is intended to give the fund
maximum
<PAGE>
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
<PAGE>
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 $[fee] 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.
<PAGE>
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
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
<PAGE>
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
and Smith
(nominees for Trustees of your fund), 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 [record date]
Net assets $
Shares outstanding
and authorized to vote
shares
5% beneficial ownership of your fund as of August 30,
1996
Persons beneficially owning more than 5%
of the fund's shares
<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 Proposals 2 and 3.A.-3.D. 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/convopp.2.wpf
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