-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, aZXF7PkgekaDFgaGPtizhMt4dHRai/6U59hml45vEDANKzajXna3ugp3O0HYPGSM vcw0zbaxCMYaZP3q1F/YOQ== 0000081248-94-000014.txt : 19941202 0000081248-94-000014.hdr.sgml : 19941202 ACCESSION NUMBER: 0000081248-94-000014 CONFORMED SUBMISSION TYPE: 485B24E PUBLIC DOCUMENT COUNT: 14 FILED AS OF DATE: 19941201 EFFECTIVENESS DATE: 19941201 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PUTNAM MONEY MARKET FUND CENTRAL INDEX KEY: 0000081248 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 046386436 STATE OF INCORPORATION: MA FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 485B24E SEC ACT: 1933 Act SEC FILE NUMBER: 002-55091 FILM NUMBER: 94562810 FILING VALUES: FORM TYPE: 485B24E SEC ACT: 1940 Act SEC FILE NUMBER: 811-02608 FILM NUMBER: 94562811 BUSINESS ADDRESS: STREET 1: ONE POST OFFICE SQ STREET 2: MAILSTOP A-14 LEGAL DEPARTMENT CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6172921141 MAIL ADDRESS: STREET 1: MAILSTOP A-14 LEGAL DEPARTMENT STREET 2: ONE POST OFFICE SQUARE CITY: BOSTON STATE: MA ZIP: 02109 FORMER COMPANY: FORMER CONFORMED NAME: PUTNAM DAILY DIVIDEND TRUST DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PUTNAM TAX EXEMPT MONEY MARKET FUND CENTRAL INDEX KEY: 0000806944 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 046561110 STATE OF INCORPORATION: MA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 485B24E SEC ACT: 1933 Act SEC FILE NUMBER: 033-15238 FILM NUMBER: 94562812 FILING VALUES: FORM TYPE: 485B24E SEC ACT: 1940 Act SEC FILE NUMBER: 811-05215 FILM NUMBER: 94562813 BUSINESS ADDRESS: STREET 1: ONE POST OFFICE SQ CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6172921000 FORMER COMPANY: FORMER CONFORMED NAME: PUTNAM TAX EXEMPT MONEY MARKET TRUST DATE OF NAME CHANGE: 19870927 485B24E 1 N-1A As filed with the Securities and Exchange Commission on December 1 , 1994 - ---------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM N-1A ---- REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / X / ---- ---- Pre-Effective Amendment No. / / ---- ---- Post-Effective Amendment No. 25 / X / and ---- ---- REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY / X / ACT OF 1940 ---- ---- Amendment No. 21 / X / (Check appropriate box or boxes) ---- --------------- PUTNAM MONEY MARKET FUND Registration No. 2-55091 811-2608 (Exact name of registrant as specified in charter) ---- REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / X / ---- ---- Pre-Effective Amendment No. / / ---- ---- Post-Effective Amendment No. 9 / X / and ---- ---- REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY / X / ACT OF 1940 ---- ---- Amendment No. 11 / X / (Check appropriate box or boxes) ---- --------------- PUTNAM TAX EXEMPT MONEY MARKET FUND Registration No. 33-15238 811-5215 (Exact name of registrant as specified in charter) One Post Office Square, Boston, Massachusetts 02109 (Address of principal executive offices) Registrants' Telephone Number, including Area Code (617) 292-1000 It is proposed that this filing will become effective (check appropriate box): ---- / / immediately upon filing pursuant to paragraph (b) ---- ---- / X / on December 1, 1994 pursuant to paragraph (b) ---- ---- / / 60 days after filing pursuant to paragraph (a)(i) ---- ---- / / on (date) pursuant to paragraph (a)(i) ---- ---- / / 75 days after filing pursuant to paragraph (a)(ii) ---- ---- / / on (date) pursuant to paragraph (a)(ii) of rule ----- 485 If appropriate, check the following box: ---- / / this post-effective amendment designates a new ---- effective date for a previously filed post- effective amendment. -------------- JOHN R. VERANI, Vice President PUTNAM MONEY MARKET FUND PUTNAM TAX EXEMPT MONEY MARKET FUND One Post Office Square Boston, Massachusetts 02109 (Name and address of agent for service) --------------- Copy to: JOHN W. GERSTMAYR, Esquire ROPES & GRAY One International Place Boston, Massachusetts 02110 ---------------------- Each Registrant has registered an indefinite number or amount of securities under the Securities Act of 1933 pursuant to Rule 24f-2. Rule 24f-2 notices for Putnam Money Market Fund's fiscal period ended September 30, 1994 and for Putnam Tax Exempt Money Market Fund's fiscal year ended September 30, 1994 were filed on November 29 , 1994. Putnam Tax Exempt Money Market Fund
CALCULATION OF REGISTRATION FEE - ----------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------- Proposed Proposed maximum maximum Amount offering aggregate Amount of Title of securities being price per offering registration being registeredregistered unit price* fee - ----------------------------------------------------------------------------------------- Shares of Beneficial Interest 24,007,832 shs. $1.00 $290,000 $100.00 - ----------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------- * Calculated pursuant to Rule 24e-2 under the Investment Company Act of 1940. The total amount of securities redeemed or repurchased during the Registrant's previous fiscal year was 592,945,789 shares, 569,227,957 of which have been used for reductions pursuant to Rules 24e-2(a) or Rule 24f-2(c) under said Act in the current fiscal year, and 23,717,832 of which are being used for such reduction in this Amendment. /TABLE PUTNAM MONEY MARKET FUND PUTNAM TAX EXEMPT MONEY MARKET FUND CROSS REFERENCE SHEET (AS REQUIRED BY RULE 481(A)) PART A N-1A ITEM NO. LOCATION 1. Cover Page....................... Cover Page 2. Synopsis......................... Expenses summary 3. Condensed Financial Information.. Financial highlights; How performance is shown 4. General Description of Registrant....................... Objectives; How objectives are pursued; Organization and history 5. Management of the Fund........... Expenses summary; How the Funds are managed; About Putnam Investments, Inc. 5A. Management's Discussion of Fund Performance.............. (Contained in the Annual Report of each Registrant) 6. Capital Stock and Other Securities....................... Cover Page; Organization and history; Determination of net income; tax information 7. Purchase of Securities Being Offered.......................... How to buy shares; Distribution Plans; How to sell shares; How to exchange shares; How each Fund values its shares 8. Redemption or Repurchase......... How to buy shares; How to sell shares; How to exchange shares; Organization and history 9. Pending Legal Proceedings........ Not Applicable PART B N-1A ITEM NO. LOCATION 10. Cover Page....................... Cover Page 11. Table of Contents................ Cover Page 12. General Information and History.. Organization and history (Part A) 13. Investment Objectives and Policies......................... How objectives are pursued (Part A); Investment Restrictions of the Funds; Miscellaneous Investment Practices 14. Management of the Registrant..... Management of the Fund (Trustees; Officers); Additional Officers of the Funds 15. Control Persons and Principal Holders of Securities............ Management of the Fund (Trustees; Officers); Fund Charges and Expenses (Ownership of Fund Shares) 16. Investment Advisory and Other Services......................... Management of the Fund (Trustees; Officers; The Management Contract; Principal Underwriter; Investor Servicing Agent and Custodian); Fund Charges and Expenses; Distribution Plans; Independent Accountants and Financial Statements 17. Brokerage Allocation............. Management of the Fund (Portfolio Transactions); Fund Charges and Expenses 18. Capital Stock and Other Securities....................... Organization and history (Part A); Determination of net income; tax information (Part A); Suspension of Redemptions 19. Purchase, Redemption and Pricing of Securities Being Offered...... How to buy shares (Part A); How to sell shares (Part A); How to exchange shares (Part A); How to Buy Shares; Determination of Net Asset Value; Suspension of Redemptions 20. Tax Status....................... Determination of net income; tax information (Part A); Taxes 21. Underwriters..................... Management of the Fund (Principal Underwriter); Fund Charges and Expenses 22. Calculation of Performance Data.. How performance is shown (Part A); Investment Performance of the Funds; Standard Performance Measures 23. Financial Statements............. Independent Accountants and Financial Statements PART C Information required to be included in Part C is set forth under the appropriate Item, so numbered, in Part C of the Registration Statement. PROSPECTUS DECEMBER 1, 1994 PUTNAM MONEY MARKET FUND CLASS A, B AND M SHARES INVESTMENT STRATEGY: INCOME PUTNAM TAX EXEMPT MONEY MARKET FUND INVESTMENT STRATEGY: TAX-ADVANTAGED This Prospectus explains concisely what you should know before investing in Putnam Money Market Fund and Putnam Tax Exempt Money Market Fund (collectively, the "Funds") . Please read it carefully and keep it for future reference. You can find more detailed information about the Funds in the December 1, 1994 Statement of Additional Information, as amended from time to time. For a free copy of the Statement, or other information, call Putnam Investor Services at 1- 800-225-1581. The Statement has been filed with the Securities and Exchange Commission and is incorporated into this Prospectus by reference. AN INVESTMENT IN THE FUNDS IS NEITHER INSURED NOR GUARANTEED BY THE U.S. GOVERNMENT. THERE CAN BE NO ASSURANCE THAT EITHER FUND WILL BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. SHARES OF THE FUNDS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, ANY FINANCIAL INSTITUTION, ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY, AND INVOLVE RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL. BOSTON * LONDON * TOKYO ABOUT THE FUNDS Expenses summary .........................................................3 Financial highlights .........................................................5 Objectives .........................................................10 How objectives are pursued .........................................................10 How performance is shown .........................................................18 How the Funds are managed .........................................................18 Organization and history 19 ABOUT YOUR INVESTMENT How to buy shares .........................................................21 Distribution Plans .........................................................23 How to sell shares .........................................................24 How to exchange shares .........................................................27 How each Fund values its shares .........................................................28 Determination of net income; tax information 28 ABOUT PUTNAM INVESTMENTS, INC. 30 ABOUT THE FUNDS EXPENSES SUMMARY Expenses are one of several factors to consider when investing in a Fund. The following table summarizes your maximum transaction costs from investing in each Fund and expenses incurred by each Fund during fiscal 1994 . The Examples show the cumulative expenses attributable to a hypothetical $1,000 investment in each Fund over specified periods. PUTNAM MONEY MARKET FUND CLASS A CLASS B CLASS M SHARES SHARES SHARES SHAREHOLDER TRANSACTION EXPENSES Maximum Sales Charge Imposed on Purchases (as a percentage of offering price) NONE NONE NONE Deferred Sales Charge 5.0% in the first (as a percentage year, declining of the lower of to 1.0% in the original purchase sixth year, and price or redemption eliminated proceeds) NONE thereafter* NONE ANNUAL FUND OPERATING EXPENSES (as a percentage of average net assets) Management Fees 0.36% 0.35% 0.36% 12b-1 Fees NONE 0.50% 0.15% Other Expenses 0.27% 0.27% 0.27% Total Fund Operating Expenses 0.63% 1.12% 0.78% EXAMPLES Your investment of $1,000 would incur the following expenses, assuming 5% annual return and redemption at the end of each period: 1 3 5 10 year years years years CLASS A $6 $20 $35 $79 CLASS B $61 $66 $82 $123** CLASS M $8 $25 $43 $97 Your investment of $1,000 would incur the following expenses, assuming 5% annual return but no redemption: 1 3 5 10 year years years years CLASS A $6 $20 $32 $79 CLASS B $11 $36 $62 $123*** CLASS M $8 $25 $43 $97 PUTNAM TAX EXEMPT MONEY MARKET FUND SHAREHOLDER TRANSACTION EXPENSES Maximum Sales Charge Imposed on Purchases (as a percentage of offering price) NONE Deferred Sales Charge (as a percentage of the lower of original purchase price or redemption proceeds) NONE ANNUAL FUND OPERATING EXPENSES (as a percentage of average net assets) Management Fees 0.45% 12b-1 Fees NONE Other Expenses 0.24% Total Fund Operating Expenses 0.69% EXAMPLE Your investment of $1,000 would incur the following expenses, assuming 5% annual return and redemption at the end of each period: 1 3 5 10 year years years years $7 $22 $38 $86 The tables are provided to help you understand the expenses of investing in each Fund and your share of the operating expenses which that Fund incurs. Management fees and "Other expenses" shown in the table for Class A and B shares of the Money Market Fund have been annualized based on expense information for the Fund's most recent fiscal period. The 12b-1 fees for Class B and Class M shares of the Money Market Fund shown in the table reflect the amount to which the Trustees currently limit payments under the Class B and Class M Distribution Plans. Actual management fees, "Other expenses" and total Fund operating expenses for Class A shares were 0.33%, 0.25% and 0.58%, respectively, and actual management fees, 12b-1 fees, "Other expenses" and total Fund operating expenses for Class B shares were 0.28%, 0.46%, 0.25% and 1.03%, respectively. For Class M shares, management fees and "Other expenses" are based on the operating expenses for the Money Market Fund's Class A shares. The absence of 12b-1 fees shown in the table for the Tax Exempt Money Market Fund reflects the termination of payments under the Fund's Distribution Plan effective January 1, 1994. See "Distribution Plans." Actual 12b-1 fees and total Fund operating expenses for the Tax Exempt Money Market Fund's last fiscal year were 0.02% and 0.71% , respectively. The Examples do not represent past or future expense levels. Actual expenses may be greater or less than those shown. Federal regulations require the Examples to assume a 5% annual return, but actual annual return has varied. * Class B shares of the Money Market Fund are available only by exchange of Class B shares of other Putnam funds. The applicable contingent deferred sales charge for Class B shares will depend upon the fund or funds from which you exchanged. See "How to buy shares." ** Reflects conversion of the Money Market Fund's Class B shares to Class A shares (which pay lower ongoing expenses) approximately eight years after purchase. See "How to buy shares - - Class B shares - Conversion of Class B shares." FINANCIAL HIGHLIGHTS The tables on the following pages present per share financial information for the Money Market Fund's ten most recent fiscal years and for the life of the Tax Exempt Money Market Fund. No Class M shares of the Money Market Fund were outstanding during these periods. This information has been audited and reported on by the Funds' independent accountants. The Report of Independent Accountants and financial statements included in each Fund's Annual Report to shareholders for its 1994 fiscal year are incorporated by reference into this Prospectus. The Funds' Annual Reports, which contain additional unaudited performance information, are available without charge upon request. FINANCIAL HIGHLIGHTS* (For a share outstanding throughout the period)
PUTNAM MONEY MARKET FUND FINANCIAL HIGHLIGHTS (FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD) FOR THE APRIL 27, 1992 ELEVEN MONTHS YEAR (COMMENCEMENT OF ENDED ENDED OPERATIONS) TO SEPTEMBER 30 OCTOBER 31 OCTOBER 31 1994* 1993 1992 Class B Investment Operations Net Investment Income $.0251 $.0195 $.0151 Net Realized Gain on Investments -- -- -- Total from investment operations .0251 .0195 .0151 Total Distributions: $(.0251) $(.0195) $(.0151) Total Investment Return at Net Asset Value (%) (a) 2.54(b) 1.98 1.52(b) Net Assets, End of Period (in thousands) $194,187 $22,777 $2,864 Ratio of Expenses to Average Net Assets (%) 1.03(b) 1.20 .70(b) Ratio of Net Investment Income to Average Net Assets (%) 2.77(b) 1.98 1.50(b)
Financial Highlights (For a share outstanding throughout the period) For the Ten eleven months months ended ended September 30 Year ended October 31 October 31 1994* 1993 1992 1991 1990 1989 1988 1987 1986 1985 Class A Investment Operations Net Investment Income $.0299 $.0246 $.0353 $.0598 $.0764 $.0853 $.0655 $.0568 $.0642 $.0633 Net Realized Gain on Investments -- -- -- .0001 -- -- -- -- -- .0001 Total from investment operations .0299 .0246 .0353 .0599 .0764 .0853 .0655 .0568 .0642 .0634 Total Distributions: $(.0299) $(.0246)$(.0353) $(.0599)$(.0764) $(.0853) $(.0655) $(.0568) $(.0642) $(.0634) Total Investment Return at Net Asset Value (%) (a) 3.03(b) 2.49 3.58 6.16 7.92 8.87 6.75 5.83 6.61 6.52(b) Net Assets, End of Period (in thousands) $1,101,171 $586,920$839,185 $684,987$904,186 $797,395 $659,590 $775,954 $320,874 $275,901 Ratio of Expenses to Average Net Assets (%) .58(b) 0.70 .86 .77 .74 .85 .91 1.01 .89 .71(b) Ratio of Net Investment Income to Average Net Assets (%) 3.03(b) 2.48 3.56 6.04 7.63 8.51 6.67 5.65 6.32 6.30(b) * The fiscal year end has changed from October 31 to September 30. (a) Total investment return assumes dividend reinvestment and does not reflect the effect of sales charges. (b) Not annualized.
PUTNAM TAX EXEMPT MONEY MARKET FUND 1994 1993 1992 INVESTMENT OPERATIONS Net Investment Income $.0191 $ .0184 $ .0297(a) Net Realized Gain (Loss) on Investments -- -- -- TOTAL FROM INVESTMENT OPERATIONS .0191 .0184 .0297 TOTAL DISTRIBUTIONS (.0191) (.0184) (.0297) TOTAL INVESTMENT RETURN AT NET ASSET VALUE (%) (b) 1.93 1.85 3.02 NET ASSETS, END OF PERIOD (in thousands) $98,397 $81,076 $81,820 Ratio of Expenses to Average Net Assets (%) .71(d) .99 .87(a) Ratio of Net Investment Income to Average Net Assets (%) 1.97(d) 1.85 2.99(a) For the period October 26, 1987 (commencement of operations) to September 30 FINANCIAL HIGHLIGHTS (CONTINUED) 1991 1990 1989 1988 INVESTMENT OPERATIONS Net Investment Income $ .0462(a) $ .0548(a) $ .0578(a) $ .0424(a) Net Realized Gain (Loss) on Investments (.0001) -- -- .0002 TOTAL FROM INVESTMENT OPERATIONS .0461 .0548 .0578 .0426 TOTAL DISTRIBUTIONS (.0461) (.0548) (.0578) (.0426) TOTAL INVESTMENT RETURN AT NET ASSET VALUE (%) (b) 4.74 5.61 5.92 4.35(c) NET ASSETS, END OF PERIOD (in thousands) $100,077 $111,705 $98,867 $83,336 Ratio of Expenses to Average Net Assets (%) .79(a) .68(a) .69(a) .58(a)(c) Ratio of Net Investment Income to Average Net Assets (%) 4.62(a) 5.45(a) 5.79(a) 4.29(a)(c) * Financial highlights for periods ended through September 30, 1992 have been restated to conform with requirements issued by the SEC in April 1993. (a) Reflects a voluntary expense limitation, and, during the period ended September 30, 1988, a waiver of a portion of distribution fees in effect during the period. As a result of such limitation and waiver, expenses of the fund for the years ended September 30, 1992, 1991, 1990, 1989 and the period ended September 30, 1988 reflect per share reductions of approximately $0.0029, $0.0030, $0.0034, $0.0035 and $0.0047, respectively. See Note 2. (b) Total investment return assumes dividend reinvestment and does not reflect the effect of sales charges. (c) Not Annualized. (d) Investor servicing and custodian fees reported in the statement of operations for the year ended September 30, 1994 have been reduced by credits allowed by Putnam Fiduciary Trust Company, and such credits amounted to $216,991. /TABLE OBJECTIVES PUTNAM MONEY MARKET FUND SEEKS AS HIGH A RATE OF CURRENT INCOME AS PUTNAM MANAGEMENT BELIEVES IS CONSISTENT WITH PRESERVATION OF CAPITAL AND MAINTENANCE OF LIQUIDITY. It is designed for investors seeking current income with stability of principal. The Fund is not intended to be a complete investment program, and there is no assurance it will achieve its objective. PUTNAM TAX EXEMPT MONEY MARKET FUND SEEKS AS HIGH A LEVEL OF CURRENT INCOME EXEMPT FROM FEDERAL INCOME TAX AS PUTNAM MANAGEMENT BELIEVES IS CONSISTENT WITH PRESERVATION OF CAPITAL, MAINTENANCE OF LIQUIDITY AND STABILITY OF PRINCIPAL. The Fund is not intended to be a complete investment program, and there is no assurance it will achieve its objective. HOW OBJECTIVES ARE PURSUED PUTNAM MONEY MARKET FUND BASIC INVESTMENT STRATEGY THE MONEY MARKET FUND INVESTS IN A PORTFOLIO OF HIGH-QUALITY MONEY MARKET INSTRUMENTS. EXAMPLES OF THESE INSTRUMENTS INCLUDE: o BANK CERTIFICATES OF DEPOSIT (CD'S): negotiable certificates issued against funds deposited in a commercial bank for a definite period of time and earning a specified return. o BANKERS' ACCEPTANCES: negotiable drafts or bills of exchange, which have been "accepted" by a bank, meaning, in effect, that the bank has unconditionally agreed to pay the face value of the instrument on maturity. o PRIME COMMERCIAL PAPER: high-grade, short-term obligations issued by banks, corporations and other issuers. o CORPORATE OBLIGATIONS: high-grade, short-term corporate obligations other than prime commercial paper. o MUNICIPAL OBLIGATIONS: high-grade, short-term municipal obligations. o U.S. GOVERNMENT SECURITIES: marketable securities issued or guaranteed as to principal and interest by the U.S. government or by its agencies or instrumentalities. o REPURCHASE AGREEMENTS: with respect to U.S. Treasury or U.S. Government agency obligations. The Money Market Fund will invest only in high-quality securities that Putnam Management believes present minimal credit risk. High-quality securities are securities rated at the time of acquisition in one of the two highest categories by at least two nationally recognized rating services (or, if only one rating service has rated the security, by that service) or, if the security is unrated, judged to be of equivalent quality by Putnam Management. The Money Market Fund will maintain a dollar- weighted average maturity of 90 days or less and will not invest in securities with remaining maturities of more than 397 days. The Money Market Fund may invest in variable or floating rate securities which bear interest at rates subject to periodic adjustment or which provide for periodic recovery of principal on demand. Under certain conditions, these securities may be deeded to have remaining maturities equal to the time remaining until the next interest adjustment date or the date on which principal can be recovered on demand. The Money Market Fund follows investment and valuation policies designed to maintain a stable net asset value of $1.00 per share. There is no assurance that the Money Market Fund will be able to maintain a stable net asset value of $1.00 per share. SELECTION OF INVESTMENTS The Money Market Fund may invest in bank certificates of deposit and bankers' acceptances issued by banks having deposits in excess of $2 billion (or the foreign currency equivalent) at the close of the last calendar year. Should the Trustees decide to reduce this minimum deposit requirement, shareholders would be notified and this Prospectus supplemented. Securities issued or guaranteed as to principal and interest by the U.S. government include a variety of Treasury securities, which differ in their interest rates, maturities and dates of issue. Securities issued or guaranteed by agencies or instrumentalities of the U.S. government may or may not be supported by the full faith and credit of the United States or by the right of the issuer to borrow from the Treasury. Considerations of liquidity and preservation of capital mean that the Money Market Fund may not necessarily invest in money market instruments paying the highest available yield at a particular time. Consistent with its investment objective, the Money Market Fund will attempt to maximize yields by portfolio trading and by buying and selling portfolio investments in anticipation of or in response to changing economic and money market conditions and trends. The Money Market Fund will also invest to take advantage of what Putnam Management believes to be temporary disparities in yields of different segments of the high-grade money market or among particular instruments within the same segment of the market. These policies, as well as the relatively short maturity of obligations purchased by the Money Market Fund, may result in frequent changes in the Money Market Fund's portfolio. The Money Market Fund does not usually pay brokerage commissions in connection with the purchase or sale of portfolio securities. See "Management of the Fund--Portfolio Transactions--Brokerage and research services" in the Statement of Additional Information for a discussion of underwriters' commissions and dealers' spreads involved in the purchase and sale of portfolio securities. FOREIGN INVESTMENTS. The Money Market Fund may invest without limit in U.S. dollar-denominated commercial paper of foreign issuers and in bank certificates of deposit and bankers' acceptances payable in U.S. dollars and issued by foreign banks (including U.S. branches of foreign banks) or by foreign branches of U.S. banks. These investments subject the Money Market Fund to investment risks different from those associated with domestic investments. Such risks include adverse political and economic developments in such countries, the imposition of withholding taxes on interest income, seizure or nationalization of foreign deposits or the adoption of other governmental restrictions which might adversely affect the payment of principal and interest on such obligations. Legal remedies available to investors in certain foreign countries may be more limited than those available with respect to investments in the United States or in other foreign countries. Foreign settlement procedures and trade regulations may involve certain risks (such as delay in payment or delivery of securities or in the recovery of the Money Market Fund's assets held abroad) and expenses not present in the settlement of domestic investments. In addition, foreign securities may be less liquid than U.S. securities, and foreign accounting and disclosure standards may differ from United States standards. Special tax considerations apply to foreign securities. A MORE DETAILED EXPLANATION OF FOREIGN INVESTMENTS, AND THE RISKS AND SPECIAL TAX CONSIDERATIONS ASSOCIATED WITH THEM, IS INCLUDED IN THE STATEMENT OF ADDITIONAL INFORMATION. INTEREST RATES. The portfolio of the Money Market Fund will be affected by general changes in interest rates resulting in increases or decreases in the value of the obligations held by the Money Market Fund. The value of the securities in the Money Market Fund's portfolio can be expected to vary inversely with changes in prevailing interest rates. Withdrawals by shareholders could require the sale of portfolio investments at a time when such a sale might not otherwise be desirable. CONCENTRATION. The Money Market Fund may invest without limit in the banking industry and in commercial paper and short-term corporate obligations of issuers in the personal credit institution and business credit institution industries when, in the opinion of Putnam Management, the yield, marketability and availability of investments meeting the Money Market Fund's quality standards in those industries justify any additional risks associated with the concentration of the Money Market Fund's assets in those industries. The Money Market Fund, however, will invest more than 25% of its assets in the personal credit institution or business credit institution industries only when, to Putnam Management's knowledge, the yields then available on securities issued by companies in such industries and otherwise suitable for investment by the Money Market Fund exceed the yields then available on securities issued by companies in the banking industry and otherwise suitable for investment by the Money Market Fund. SECURITIES LENDING. The Money Market Fund may lend portfolio securities amounting to not more than 25% of its assets to broker-dealers. These transactions must be fully collateralized at all times with cash and short-term debt obligations. These transactions involve some risk to the Money Market Fund if the other party should default on its obligation and the Money Market Fund is delayed or prevented from recovering the collateral. PUTNAM TAX EXEMPT MONEY MARKET FUND THE TAX EXEMPT MONEY MARKET FUND FOLLOWS THE FUNDAMENTAL POLICY THAT AT LEAST 80% OF ITS NET ASSETS NORMALLY WILL BE INVESTED IN SHORT-TERM TAX EXEMPT SECURITIES (AS DEFINED BELOW). Subject to this limitation, the Fund may also invest in high quality taxable money market instruments of the type described under "Alternative investment strategies" below. The Tax Exempt Money Market Fund will invest in only the following Tax Exempt Securities: (i) municipal notes; (ii) municipal bonds; (iii) municipal securities backed by the U.S. government; (iv) short-term discount notes (tax-exempt commercial paper); (v) participation interests in any of the foregoing; and (vi) unrated securities or new types of tax-exempt instruments which become available in the future if Putnam Management determines they meet the quality standards discussed below. In connection with the purchase of Tax Exempt Securities, the Tax Exempt Money Market Fund may acquire stand-by commitments, which give the Tax Exempt Money Market Fund the right to resell the security to the dealer at a specified price. Stand-by commitments may provide additional liquidity for the Tax Exempt Money Market Fund but are subject to the risk that the dealer may fail to meet its obligations. The Tax Exempt Money Market Fund does not generally expect to pay additional consideration for stand-by commitments nor to assign any value to them. The Tax Exempt Money Market Fund will invest only in high-quality Tax Exempt Securities and other money market instruments that Putnam Management believes present minimal credit risk. High- quality securities are securities rated in one of the two highest categories by at least two nationally recognized rating services (or, if only one rating service has rated the security, by that service) or, if the security is unrated, judged to be of equivalent quality by Putnam Management. The Tax Exempt Money Market Fund will maintain a dollar-weighted average maturity of 90 days or less and will not invest in securities with remaining maturities of more than 397 days. The Tax Exempt Money Market Fund may invest in variable or floating-rate Tax Exempt Securities which bear interest at rates subject to periodic adjustment or which provide for periodic recovery of principal on demand. Under certain conditions, these securities may be deemed to have remaining maturities equal to the time remaining until the next interest adjustment date or the date on which principal can be recovered on demand. The Tax Exempt Money Market Fund follows investment and valuation policies designed to maintain a stable net asset value of $1.00 per share, although there is no assurance that these policies will be successful. Considerations of liquidity and preservation of capital mean that the Tax Exempt Money Market Fund may not necessarily invest in Tax Exempt Securities paying the highest available yield at a particular time. Consistent with its investment objective, the Tax Exempt Money Market Fund will attempt to maximize yields by portfolio trading and by buying and selling portfolio investments in anticipation of or in response to changing economic and money market conditions and trends. The Tax Exempt Money Market Fund will also invest to take advantage of what Putnam Management believes to be temporary disparities in yields of different segments of the market for Tax Exempt Securities or among particular instruments within the same segment of the market. These policies, as well as the relatively short maturity of obligations purchased by the Tax Exempt Money Market Fund, may result in frequent changes in the Tax Exempt Money Market Fund's portfolio. Portfolio turnover may give rise to taxable gains. The Tax Exempt Money Market Fund does not usually pay brokerage commissions in connection with the purchase of portfolio securities. See "Management of the Fund - Portfolio transactions - - Brokerage and research services" in the Statement of Additional Information for a discussion of underwriters' commissions and dealers' spreads involved in the purchase and sale of portfolio securities. ALTERNATIVE INVESTMENT STRATEGIES. At times Putnam Management may judge that conditions in the markets for Tax Exempt Securities make pursuing the Tax Exempt Money Market Fund's basic investment strategy inconsistent with the best interests of shareholders. At such times Putnam Management may temporarily use alternative strategies. In implementing these "defensive" strategies, the Tax Exempt Money Market Fund may invest in high quality money market instruments, including bank certificates of deposit, bankers' acceptances, prime commercial paper, high- grade, short-term corporate obligations, short-term U.S. government securities or repurchase agreements, or other securities Putnam Management considers consistent with such defensive strategies. The interest income from these instruments would be subject to federal income tax. It is impossible to predict when, or for how long, the Tax Exempt Money Market Fund may use these alternative strategies. DIVERSIFICATION. Although the Tax Exempt Money Market Fund is a "diversified" investment company under the Investment Company Act of 1940, which means that with respect to 75% of its total assets the Fund may not invest more than 5% of its total assets in the securities of any one issuer (except U.S. government obligations), up to 25% of the Fund's total assets may be invested in the securities of any one issuer of Tax Exempt Securities. Because of the relatively small number of issuers of Tax Exempt Securities in which the Fund may invest , the Fund is more likely to invest a higher percentage of its assets in the securities of a single issuer than an investment company which invests in a broad range of Tax Exempt Securities. This practice involves an increased risk of loss to the Fund if the issuer is unable to make interest or principal payments or if the market value of such securities declines. For diversification purposes, Tax Exempt Securities backed only by the assets and revenues of nongovernmental users may be deemed to be issued by the nongovernmental users. TAX EXEMPT SECURITIES TAX EXEMPT SECURITIES INCLUDE OBLIGATIONS ISSUED BY A STATE , ITS POLITICAL SUBDIVISIONS, AND THEIR AGENCIES, INSTRUMENTALITIES OR OTHER GOVERNMENTAL UNITS, THE INTEREST FROM WHICH , IN THE OPINION OF BOND COUNSEL, IS EXEMPT FROM FEDERAL INCOME TAX. These securities are issued to obtain funds for various public purposes, such as the construction of public facilities, the payment of general operating expenses or the refunding of outstanding debts. They may also be issued to finance various private activities, including the lending of funds to public or private institutions for the construction of housing, educational or medical facilities , and may also include certain types of industrial development bonds , private activity bonds or notes issued by public authorities to finance privately owned or operated facilities , or to fund short-term cash requirements. Short-term Tax Exempt Securities may be issued as interim financing in anticipation of tax collections, revenue receipts or bond sales to finance various public purposes. Tax Exempt Securities may also include obligations issued by certain other governmental entities, such as U.S. territories, if such debt obligations generate interest income which is exempt from federal income tax. THE TWO PRINCIPAL CLASSIFICATIONS OF TAX EXEMPT SECURITIES ARE GENERAL OBLIGATION AND SPECIAL OBLIGATION (OR SPECIAL REVENUE OBLIGATION) SECURITIES. GENERAL OBLIGATION securities involve a pledge of the credit of an issuer possessing taxing power and are payable from the issuer's general unrestricted revenues. Their payment may depend on an appropriation by the issuer's legislative body. The characteristics and methods of enforcement of general obligation securities vary according to the law applicable to the particular issuer. SPECIAL OBLIGATION (or SPECIAL REVENUE OBLIGATION) securities are payable only from the revenues derived from a particular facility or class of facilities, or a specific revenue source, and generally are not payable from the unrestricted revenues of the issuer. Industrial development bonds and private activity bonds are in most cases special obligation securities, the credit quality of which is directly related to the private user of the facilities. INTEREST RATES. The portfolio of the Tax Exempt Money Market Fund will be affected by general changes in interest rates resulting in increases or decreases in the value of the obligations held by the Fund. Although the Tax Exempt Money Market Fund's investment policies are designed to minimize these changes and to maintain a net asset value of $1.00 per share, there is no assurance that these policies will be successful. Withdrawals by shareholders could require the sale of portfolio investments at a time when such a sale might not otherwise be desirable. CONCENTRATION. The Tax Exempt Money Market Fund will not invest more than 25% of its total assets in any one industry. Governmental issuers of Tax Exempt Securities are not considered part of any "industry." However, Tax Exempt Securities backed only by the assets and revenues of nongovernmental users may for this purpose (and for diversification purposes discussed above) be deemed to be issued by such nongovernmental users . Thus, the 25% limitation would apply to such obligations. It is nonetheless possible that the Tax Exempt Money Market Fund may invest more than 25% of its assets in a broader segment of the market for Tax Exempt Securities , such as revenue obligations of hospitals and other health care facilities, housing revenue obligations, or airport revenue obligations. This would be the case only if Putnam Management determined that the yields available from obligations in a particular segment of the market justified the additional risks associated with such concentration. Although such obligations could be supported by the credit of governmental users or by the credit of nongovernmental users engaged in a number of industries, economic, business, political and other developments generally affecting the revenues of such issuers (for example, proposed legislation or pending court decisions affecting the financing of such projects and market factors affecting the demand for their services or products) may have a general adverse effect on all Tax Exempt Securities in such a market segment. The Tax Exempt Money Market Fund reserves the right to invest more than 25% of its assets in industrial development bonds and private activity securities . The Tax Exempt Money Market Fund also reserves the right to invest more than 25% of its assets in securities relating to one or more states (including the District of Columbia), territories, or United States possessions, or any of their political subdivisions. As a result of such an investment, the performance of the Tax Exempt Money Market Fund may be especially affected by factors pertaining to the economy of the relevant state and other factors specifically affecting the ability of issuers of such securities to meet their obligations. The ability of governmental issuers to meet their obligations will depend primarily on the availability of tax and other revenues to those governments and on their fiscal conditions generally. The amounts of tax and other revenues available to governmental issuers may be affected from time to time by economic, political, and demographic conditions within the particular state. In addition, constitutional or statutory restrictions may limit a government's power to raise revenues or increase taxes. The availability of federal, state, and local aid to issuers of such securities may also affect their ability to meet their obligations. Payments of principal and interest on special obligation securities will depend on the economic condition of the facility or specific revenue source from whose revenues the payments will be made, which in turn could be affected by economic, political, and demographic conditions in the particular state. Any reduction in the actual or perceived ability of an issuer of Tax Exempt Securities in a particular state to meet its obligations (including a reduction in the rating of its outstanding securities) would likely affect adversely the market value and marketability of its obligations and could affect adversely the values of Tax Exempt Securities issued by others in that state as well. ALTERNATIVE MINIMUM TAX. As part of the Tax Exempt Money Market Fund's fundamental 80% tax-exempt policy described above, the Fund will not treat obligations as "Tax Exempt Securities" for purposes of measuring compliance with such policy if they could give rise to interest income subject to federal alternative minimum tax for individuals. To the extent that the Fund invests in these securities, individual as well as corporate shareholders of the Fund, depending on their own tax status, may be subject to federal alternative minimum tax on the part of the Tax Exempt Money Market Fund's distributions derived from these securities. More generally, an investment in the Fund may cause corporate shareholders to be subject to (or result in an increased liability under) the alternative minimum tax because a portion of tax-exempt income is generally included in alternative minimum taxable income of corporations. THE FUNDS' OTHER INVESTMENT PRACTICES TO THE EXTENT DESCRIBED BELOW, THE FUNDS MAY ALSO ENGAGE IN THE FOLLOWING INVESTMENT PRACTICES, EACH OF WHICH MAY RESULT IN TAXABLE INCOME OR CAPITAL GAINS AND INVOLVES CERTAIN SPECIAL RISKS. THE STATEMENT OF ADDITIONAL INFORMATION CONTAINS MORE DETAILED INFORMATION ABOUT THESE PRACTICES, INCLUDING LIMITATIONS DESIGNED TO REDUCE THESE RISKS. REPURCHASE AGREEMENTS. Each Fund may enter into repurchase agreements, although the Tax Exempt Money Market Fund may only enter into repurchase agreements on up to 25% of its assets. Under a repurchase agreement, a Fund purchases a debt instrument 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. The Money Market Fund will enter into repurchase agreements only with commercial banks and with registered broker-dealers who are members of a national securities exchange or market makers in government securities, and only if the debt instrument subject to the repurchase agreement is a U.S. Treasury or agency obligation. Although Putnam Management will monitor repurchase agreement transactions to ensure that they will be fully collateralized at all times, a Fund bears a risk of loss if the other party defaults on its obligation and the Fund is delayed or prevented from exercising its rights to dispose of the collateral. If the other party should become involved in bankruptcy or insolvency proceedings, it is possible that a Fund may be treated as an unsecured creditor and required to return the underlying collateral to the other party's estate. FORWARD COMMITMENTS. The Tax Exempt Money Market Fund may purchase securities for future delivery, which may increase its overall investment exposure and involves a risk of loss if the value of the securities declines prior to the settlement date. LIMITING INVESTMENT RISK SPECIFIC INVESTMENT RESTRICTIONS HELP THE FUNDS LIMIT INVESTMENT RISKS FOR THEIR SHAREHOLDERS. THESE RESTRICTIONS PROHIBIT EACH FUND FROM INVESTING MORE THAN: (a)(for both Funds) 5% of its total assets in the securities of any one issuer (other than obligations issued or guaranteed by the U.S. government or its agencies or instrumentalities, and, for the Tax Exempt Money Market Fund only, Tax Exempt Securities);* (b) (for the Money Market Fund only) 5% of its total assets in companies that, together with any predecessors, have been in operation less than three years;* (c) (for the Tax Exempt Money Market Fund only) 5% of its net assets in securities of any issuer if the party responsible for payment, together with any predecessor, has been in operation for less than three years (except U.S. government and agency obligations and obligations backed by the faith, credit and taxing power of any person authorized to issue Tax Exempt Securities); (d) (for the Money Market Fund only) 5% of its net assets in securities restricted as to resale;* (e) (for the Tax Exempt Money Market Fund only) 15% of its net assets in securities restricted as to resale, excluding restricted securities that have been determined by the Fund's Trustees (or the person designated by them to make such determinations) to be readily marketable;* or (f)(for both Funds) 15% of its net assets in any combination of securities that are not readily marketable, in securities restricted as to resale (excluding securities determined by the Fund's Trustees (or the person designated by the Fund's Trustees to make such determinations) to be readily marketable), and in repurchase agreements maturing in more than seven days. The Funds have not invested more than 10% of their net assets in the types of securities listed in item (f) and have no current intention of doing so. Restrictions marked with an asterisk (*) above are summaries of fundamental investment policies. See the Funds' Statement of Additional Information for the full text of each Fund's policies and each Fund's other fundamental investment policies. Except for investment policies designated as fundamental in this Prospectus or the Statement , the investment policies described in this Prospectus and in the Statement are not fundamental policies. The Trustees may change any non-fundamental investment policies without shareholder approval. As a matter of policy, the Trustees would not materially change a Fund's investment objective without shareholder approval. HOW PERFORMANCE IS SHOWN EACH FUND'S INVESTMENT PERFORMANCE MAY FROM TIME TO TIME BE INCLUDED IN ADVERTISEMENTS ABOUT THAT FUND . "Yield" represents an annualization of the change in value of a shareholder account (excluding any capital changes) for a specific seven-day period. "Effective yield" compounds each Fund's yield for a year and is, for that reason, greater than the Fund's yield. Yield and effective yield are computed separately for each class of shares of the Money Market Fund. The yield and effective yield calculations for the Money Market Fund's Class B shares do not reflect deduction of any contingent deferred sales charge. "Tax-equivalent" yield for the Tax Exempt Money Market Fund shows the effect on performance of the tax-exempt status of distributions received from the Tax Exempt Money Market Fund. It reflects the approximate yield that a taxable investment must earn for shareholders at stated income levels to produce an after-tax yield equivalent to the Tax Exempt Money Market Fund's yield or effective yield. ALL DATA IS BASED ON EACH FUND'S PAST INVESTMENT RESULTS AND DOES NOT PREDICT FUTURE PERFORMANCE. Investment performance, which will vary, is based on many factors, including market conditions, the composition of each Fund's portfolio, each Fund's operating expenses and which class of shares you purchase , in the case of the Money Market Fund . Investment performance also often reflects the risks associated with each Fund's investment objective and policies. These factors should be considered when comparing each Fund's investment results to those of other mutual funds and other investment vehicles. Quotations of investment performance for any period when an expense limitation was in effect will be greater than if the limitation had not been in effect. The Funds' performance may be compared to various indices. See the Statement of Additional Information. HOW THE FUNDS ARE MANAGED THE TRUSTEES OF EACH FUND ARE RESPONSIBLE FOR GENERALLY OVERSEEING THE CONDUCT OF THAT FUND'S BUSINESS. Subject to such policies as the Trustees may determine, Putnam Management furnishes a continuing investment program for each Fund and makes investment decisions on each Fund's behalf. Subject to the control of the Trustees, Putnam Management also manages the Funds' other affairs and business. Lindsey M. Callen, Vice President of Putnam Management and Vice President of the Funds, has had primary responsibility for the day-to-day management of each Fund's portfolio since 1992. Ms. Callen has been employed by Putnam Management since 1984 . The Funds pay all expenses not assumed by Putnam Management, including Trustees' fees, auditing, legal, custodial, investor servicing and shareholder reporting expenses and , in the case of the Money Market Fund, payments under its Distribution Plans (which are in turn allocated to the relevant class of shares ) . Each Fund also reimburses Putnam Management for the compensation and related expenses of certain officers of the Fund and their staff who provide administrative services to the Funds. The total reimbursement is determined annually by the Trustees of each Fund. Putnam Management places all orders for purchases and sales of the Funds' securities. In selecting broker-dealers, Putnam Management may consider research and brokerage services furnished to it and its affiliates. Subject to seeking the most favorable price and execution available, Putnam Management may consider sales of shares of a Fund (and, if permitted by law, of the other Putnam funds) as a factor in the selection of broker-dealers. ORGANIZATION AND HISTORY Putnam Money Market Fund and Putnam Tax Exempt Money Market Fund are organized as Massachusetts business trusts by Agreements and Declarations of Trust dated November 25, 1975 and December 3, 1986, respectively. A copy of each Agreement and Declaration of Trust, which is governed by Massachusetts law, is on file with the Secretary of State of The Commonwealth of Massachusetts. Prior to September 1, 1994, Putnam Money Market Fund was known as Putnam Daily Dividend Trust. Each Fund is an open-end, diversified management investment company with an unlimited number of authorized shares of beneficial interest. Although shares of the Tax Exempt Money Market Fund may, without shareholder approval, be divided into two or more series of such shares (each of which would constitute a separate fund), the Tax Exempt Money Market Fund's shares are not presently divided into series. Shares of the Funds may be divided, without shareholder approval, into two or more classes of shares having such preferences and special or relative rights and privileges as the Trustees determine. The Money Market Fund's shares are currently divided into four classes-- only three of which are currently being offered . The Tax Exempt Money Market Fund's shares are not currently divided into classes. Each share has one vote, with fractional shares voting proportionally. Shares of each class of the Money Market Fund will vote together as a single class except when required by law or as determined by the Trustees. Shares are freely transferable, are entitled to dividends as declared by the Trustees, and, if a Fund were liquidated, would receive the net assets of that Fund. Either Fund may suspend the sale of shares at any time and may refuse any order to purchase shares. Although neither Fund is required to hold annual meetings of its shareholders, shareholders of a Fund holding at least 10% of the outstanding shares of such Fund entitled to vote have the right to call a meeting to elect or remove Trustees, or to take other actions as provided in its Agreement and Declaration of Trust. Although each Fund is offering only its own shares in this Prospectus, it is possible that a Fund might become liable for any misstatement in the Prospectus about the other Fund. The Trustees of each Fund have considered this factor in approving the use of a single prospectus. If you own fewer shares than a minimum amount set by the Trustees (presently 500), a Fund may choose to redeem your shares and pay you for them. You will receive at least 30 days' written notice before a Fund redeems your shares, and you may purchase additional shares at any time to avoid a redemption. A Fund may also redeem shares if you own shares above a maximum amount set by the Trustees. There is presently no maximum for either Fund, but a Fund's Trustees may establish one at any time, which could apply to both present and future shareholders. THE FUNDS' TRUSTEES: GEORGE PUTNAM,* CHAIRMAN. President of the Putnam funds. Chairman and Director of Putnam Management and Putnam Mutual Funds Corp. ("Putnam Mutual Funds"). Director, Marsh & McLennan Companies, Inc.; WILLIAM F. POUNDS, VICE CHAIRMAN. Professor of Management, Alfred P. Sloan School of Management, M.I.T.; JAMESON ADKINS BAXTER, President, Baxter Associates, Inc.; HANS H. ESTIN, Vice Chairman, North American Management Corp. ; JOHN A. HILL, Principal and Managing Director, First Reserve Corporation; ELIZABETH T. KENNAN, President, Mount Holyoke College; LAWRENCE J. LASSER,* Vice President of the Putnam funds. President, Chief Executive Officer and Director of Putnam Investments, Inc. and Putnam Management. Director, Marsh & McLennan Companies, Inc.; ROBERT E. PATTERSON, Executive Vice President, Cabot Partners Limited Partnership; DONALD S. PERKINS, Director of various corporations, including AT&T, K mart Corporation and Time Warner Inc.; GEORGE PUTNAM, III,* President, New Generation Research, Inc.; A.J.C. SMITH,* Chairman, Chief Executive Officer and Director, Marsh & McLennan Companies, Inc.; and W. NICHOLAS THORNDIKE, Director of various corporations and charitable organizations, including Providence Journal Co. Also, Trustee of Massachusetts General Hospital and Trustee of Eastern Utilities Associates. The Funds' Trustees are also Trustees of other Putnam funds. Those marked with an asterisk (*) are "interested persons" of a Fund, Putnam Management or Putnam Mutual Funds. ABOUT YOUR INVESTMENT HOW TO BUY SHARES SHARES OF THE TAX EXEMPT MONEY MARKET FUND AND CLASS A AND M SHARES OF THE MONEY MARKET FUND. The Tax Exempt Money Market Fund continuously offers its shares, and the Money Market Fund continuously offers its Class A and Class M shares, at a price of $1.00 per share, without a sales charge. You can open an account for $1,000 or more and make additional investments at any time for as little as $100. You can buy the Tax Exempt Money Market Fund's shares and the Money Market Fund's Class A and Class M shares three ways - by mail, by wire, or through most investment dealers. Unlike Class A shares of the Money Market Fund, Class M shares of the Money Market Fund are subject to an ongoing distribution fee which will cause such shares to have a higher expense ratio and to pay lower dividends than Class A shares. See "Expenses summary." Not all investment dealers sell both Class A and Class M shares. Investment dealers may receive different compensation depending upon which class of shares they sell. See "Distribution Plans". For more information, consult your investment dealer or Putnam Investor Services. Because the Funds seek to be fully invested at all times, investments must be in Same Day Funds to be accepted. Same Day Funds are funds credited to the account of the relevant Fund's designated bank by the Federal Reserve Bank of Boston. When payment in Same Day Funds is available to a Fund prior to the close of regular trading on the New York Stock Exchange, that Fund will accept the order to purchase shares that day. If you are considering redeeming shares, exchanging shares or transferring shares to another person shortly after purchase, you should pay for those shares with wired Same Day Funds or a certified check to avoid any delay in redemption, exchange or transfer. Otherwise, a Fund may delay the payment or the transaction until the purchase price of those shares has been collected or, if you exchange your shares or redeem them by check, telephone or Telex, until 15 calendar days after the purchase date. After you make your initial investment in a Fund, Putnam Investor Services will establish an Investing Account for you on that Fund's records. This account is a complete record of all transactions between you and the Fund, which at all times shows the balance of shares you own. The Funds will not issue share certificates. BUYING SHARES BY MAIL. Complete the order form and send it to Putnam Investor Services with your check, Federal Reserve Draft or other negotiable bank draft drawn on a U.S. bank and payable in U.S. dollars to the order of the Fund in which you are investing. If you pay by check or draft, the Fund's designated bank will make Same Day Funds available to the Fund, and the Fund will accept the order, on the first business day after receipt of your check or draft. If you pay by Federal Reserve Draft, the Funds will accept the order the day it is received provided it is received before the close of regular trading on the New York Stock Exchange. BUYING SHARES BY WIRE. You may invest in a Fund by bank wire transfer of Same Day Funds to that Fund's designated bank. For wiring instructions, see the order form. Investments in Tax Qualified Retirement Plans cannot be made by wire. Any commercial bank can transfer Same Day Funds by wire. Wired funds received by a Fund's designated bank by 3:00 p.m. Boston time are normally accepted for investment on the day received. To be sure that a bank wire order is accepted on the same day it is sent, your bank should wire funds as early in the day as possible. Your bank may charge for sending Same Day Funds on your behalf. The Funds' designated bank presently does not charge you for receipt of wired Same Day Funds, but reserves the right to charge for this service. BUYING SHARES THROUGH INVESTMENT DEALERS. You may, if you wish, purchase shares through investment dealers, which may charge a fee for their services. Most investment dealers have a sales agreement with Putnam Mutual Funds and will be glad to accept your order. If you do not have a dealer, Putnam Mutual Funds can refer you to one. Investment dealers must follow the instructions in the order form. CLASS B SHARES (THE MONEY MARKET FUND) Class B shares of the Money Market Fund may only be purchased by exchange of Class B shares of another Putnam fund. Unlike Class A shares of the Money Market Fund, Class B shares are subject to an ongoing distribution fee and may be subject to a sales charge upon redemption as described below. CONTINGENT DEFERRED SALES CHARGE ON CLASS B SHARES. A contingent deferred sales charge ("CDSC") may be imposed upon redemption of Class B shares of the Money Market Fund purchased through an exchange from another Putnam fund. Upon redemption, the applicable CDSC will be calculated as if no exchange had taken place and you were redeeming shares of that fund. The following types of shares may be redeemed without charge at any time: (i) shares acquired by reinvestment of distributions, (ii) shares that were not subject to the CDSC at the time they were originally purchased, and (iii) shares redeemed because of death or disability or in connection with certain withdrawals from IRA or other retirement plans. See the Statement of Additional Information. For other shares, the amount of the charge is determined as a percentage of the lesser of the current market value or the cost of the shares being redeemed. Up to 12% of the value of Class B shares subject to a Systematic Withdrawal Plan may also be redeemed each year without a CDSC. The amount of the CDSC will depend on the number of years since you invested and the dollar amount being redeemed. When determining the amount of the CDSC, the Money Market Fund will use the CDSC schedule of any fund from which you have exchanged your shares that would result in your paying the highest CDSC. In determining whether a CDSC is payable on any redemption, the Money Market Fund will first redeem shares not subject to any charge, and then shares held longest during the CDSC period. The charge will not be applied to dollar amounts representing an increase in the net asset value since the time of purchase. CONVERSION OF CLASS B SHARES. Class B shares of the Money Market Fund will automatically convert into Class A shares of the Fund at the end of the month eight years after the purchase date, except as noted below. Because Class B shares of the Fund are only available upon exchange of Class B shares of another Putnam fund, Class B shares of the Fund will convert into Class A shares of the Fund based on the time of the initial purchase. Class B shares of the Fund acquired through reinvestment of distributions will convert into Class A shares of the Fund based on the date of the initial purchase to which such shares relate. For this purpose, Class B shares acquired through reinvestment of distributions will be attributed to particular purchases of Class B shares in accordance with such procedures as the Trustees may determine from time to time. The conversion of Class B shares of the Fund to Class A shares is subject to the continuing availability of a ruling from the Internal Revenue Service or an opinion of counsel that such conversions will not constitute taxable events for Federal tax purposes. There can be no assurance that such ruling or opinion will be available, and the conversion of Class B shares of the Fund to Class A shares will not occur if such ruling or opinion is not available. In such event, Class B shares would continue to be subject to higher expenses than Class A shares for an indefinite period. DISTRIBUTION PLANS PUTNAM MONEY MARKET FUND The Money Market Fund's Class B and Class M Distribution Plans provide for payments by the Fund to Putnam Mutual Funds at the annual rate of up to 0.75% and 1.00%, respectively, of the Fund's average net assets attributable to Class B shares and Class M shares. The Trustees currently limit payments under the Money Market Fund's Class B and Class M Distribution Plans to an annual rate of 0.50% and 0.15%, respectively, of such assets. Should the Trustees decide in the future to approve payments in excess of this amount, shareholders will be notified and this Prospectus will be revised. Putnam Mutual Funds also receives the proceeds of any contingent deferred sales charge imposed on redemptions of Class B shares. In order to compensate investment dealers (including, for this purpose, certain financial institutions) for services provided in connection with sales of Class M shares and the maintenance of shareholder accounts, Putnam Mutual Funds makes quarterly payments to qualifying dealers based on the average net asset value of Class M shares of the Fund which are attributable to shareholders for whom the dealers are designated as the dealer of record. Putnam Mutual Funds makes such payments at the annual rate of 0.15% of such average net asset value of Class M shares. PUTNAM TAX EXEMPT MONEY MARKET FUND The Tax Exempt Money Market Fund's Distribution Plan provides for payments by the Fund to Putnam Mutual Funds at the annual rate of up to 0.35% of the Fund's average net assets. At present, no payments are being made under the Plan. Should the Tax Exempt Money Market Fund's Trustees decide in the future to approve payments, shareholders will be notified and this Prospectus will be revised. GENERAL The purpose of each Distribution Plan is to permit the Fund to compensate Putnam Mutual Funds for services provided and expenses incurred by it in promoting the sale of shares of the Fund, reducing redemptions, or maintaining or improving services provided to shareholders by Putnam Mutual Funds or dealers. Putnam Mutual Funds may suspend or modify the payments made to dealers described above, and such payments are subject to the continuation of the Class M Distribution Plan , the terms of Service Agreements between dealers and Putnam Mutual Funds, and any applicable limits imposed by the National Association of Securities Dealers, Inc. HOW TO SELL SHARES You can sell your shares to your Fund any day the New York Stock Exchange is open, by check, by telephone or Telex, by mail or through your investment dealer. Your Fund must receive your properly completed application before you may sell shares; certain methods require additional documentation (see below). To enable shareholders to earn daily dividends as long as possible, the Funds have arranged the following methods of selling shares: SELLING SHARES BY CHECK. If you would like to use a Fund's check writing service, mark the proper box on the order form and complete the signature card and, if applicable, the resolution. Upon receiving the properly completed order form, signature card and resolution, your Fund will provide checks drawn on that Fund's designated bank. These checks may be made payable to the order of any person in the amount of $500 or more. When a check is presented for payment, a sufficient number of full and fractional shares in your account will be redeemed at that day's net asset value to cover the amount of the check . An additional amount of shares will be redeemed to cover any applicable CDSC. Shareholders utilizing a Fund's checks are subject to that Fund's designated bank's rules governing checking accounts. There is currently no charge to the shareholder for the use of checks. You should make sure that there are sufficient shares in the account to cover the amount of any check drawn plus any applicable CDSC. If insufficient shares are in the account, the check will be returned marked "insufficient funds" and no shares will be redeemed. Because dividends declared on shares held in your account, the imposition of any applicable CDSC, or prior withdrawals may cause the value of your account to change, it is impossible to determine in advance your account's total value. Accordingly, you should not write a check for the entire value of your account or close your account by writing a check. Redemptions by check will be confirmed at least monthly. SELLING SHARES BY TELEPHONE OR TELEX. If you would like to sell shares by telephone or Telex with proceeds directed to your bank account, please mark the proper box on the order form. You may sell shares by calling toll-free 1-800-225-1581 or by Telex 94- 0153. On the following business day, the amounts withdrawn from your account will either be mailed by check or wired in Same Day Funds to the bank account designated on your application. (To wire proceeds, the amount must be $1,000 or more and your designated bank must be a commercial bank within the United States.) You may change your designated bank account by sending a written request to Putnam Investor Services with your signature guaranteed by a bank, broker-dealer or certain other financial institutions. See the Statement of Additional Information for more information about how to obtain a signature guarantee. If you would like to redeem your shares by telephone and have the proceeds sent to your address as it appears on the records of Putnam Investor Services, you may use Putnam's Telephone Redemption Privilege to redeem shares valued up to $100,000 from your account unless you have notified Putnam Investor Services of an address change within the preceding 15 days. Unless an investor indicates otherwise on the Account Application, Putnam Investor Services will be authorized to act upon redemption and transfer instructions received by telephone from a shareholder, or any person claiming to act as his or her representative, who can provide Putnam Investor Services with his or her account registration and address as it appears on Putnam Investor Services' records. Putnam Investor Services will employ these and other reasonable procedures to confirm that instructions communicated by telephone are genuine; if it fails to employ reasonable procedures, Putnam Investor Services may be liable for any losses due to unauthorized or fraudulent instructions. For information, consult Putnam Investor Services. During periods of unusual market changes and shareholder activity, you may experience delays in contacting Putnam Investor Services by telephone, in which case you may wish to submit a written redemption request, as described below, or contact your investment dealer. The Telephone Redemption Privilege may be modified or terminated without notice. SELLING SHARES BY MAIL. You may also sell shares of a Fund by sending a written withdrawal request to: Putnam Investor Services, P.O. Box 41203, Providence, RI 02940-1203. If you sell shares having a net asset value of $100,000 or more, the signatures of registered owners or their legal representatives must be guaranteed by a bank, broker-dealer or certain other financial institutions. See the Statement of Additional Information for more information about how to obtain a signature guarantee. Putnam Investor Services may require additional documentation from shareholders which are corporations, partnerships, agents, fiduciaries or surviving joint owners. Corporations, partnerships, agents, trusts and fiduciary accounts must submit a completed resolution in proper form before selling shares by telephone or check. Resolution forms are available from Putnam Investor Services. If you are currently a shareholder and did not request the check writing service or telephone/Telex redemption privilege on your initial order form, you must first complete and return an authorization form, available from Putnam Investor Services. A shareholder may revoke authorization for check writing service or telephone/Telex redemption by written notice at any time, effective when Putnam Investor Services receives such notice. The Funds reserve the right to terminate or modify the terms of the check writing service or telephone/Telex redemption privilege, or to charge shareholders for the use of these services at any time. THE FUNDS GENERALLY SEND YOU PAYMENT FOR YOUR SHARES THE BUSINESS DAY AFTER YOUR REQUEST IS RECEIVED. Under unusual circumstances, a Fund may suspend redemptions, or postpone payment for more than seven days, as permitted by federal securities law. If, however, your request is made by telephone or Telex shortly after purchase and the shares being sold were paid for by an uncertified check, your Fund will pay for the shares on the 15th calendar day after the purchase of the shares. Putnam Investor Services will first redeem shares of your Fund purchased by direct cash investment. HOW TO EXCHANGE SHARES Shareholders of the Funds who received their shares in exchange for shares of another Putnam fund with a sales charge can exchange their shares for shares of other Putnam funds at net asset value beginning 15 days after purchase. Other shareholders of the Funds may need to pay a sales charge which varies depending on the fund to which they exchange and the amount exchanged. Shareholders of the Money Market Fund may exchange their shares only for shares of the same class of another Fund. If the other Putnam fund offers only one class of shares, only Class A shares may be exchanged for such class. Shareholders of the Tax Exempt Money Market Fund exchanging into funds with more than one class of shares may exchange their shares only for Class A shares. If you exchange shares subject to a CDSC, the transaction will not be subject to the CDSC. However, when you redeem the shares acquired through the exchange, the redemption may be subject to the CDSC, depending on when you originally purchased the shares and using the schedule of any fund into or from which you have exchanged your shares that would result in your paying the highest CDSC applicable to your class of shares. For purposes of computing the CDSC, the length of time you have owned your shares will be measured from the date of original purchase and will not be affected by the exchange. To exchange your shares, simply complete an Exchange Authorization Form and send it to Putnam Investor Services. Exchange Authorization Forms are available by calling or writing Putnam Investor Services. A Telephone Exchange Privilege is currently available for amounts up to $500,000. Putnam Investor Services' procedures for telephonic transactions are described above under "How to sell shares." For federal income tax purposes, an exchange is treated as a sale of shares. Since the net income of a Fund is declared as a dividend each time it is determined, the net asset value per share of a Fund generally remains at $1.00 immediately after each determination and dividend declaration ; therefore , an exchange generally will not give rise to gain or loss. Ask your investment dealer or Putnam Investor Services for prospectuses of other Putnam funds. Shares of certain Putnam funds are not available to residents of all states. The exchange privilege is not intended as a vehicle for short- term trading. Excessive exchange activity may interfere with portfolio management and have an adverse effect on all shareholders. In order to limit excessive exchange activity and in other circumstances where Putnam Management or the Trustees believe doing so would be in the best interests of a Fund, each Fund reserves the right to revise or terminate the exchange privilege, limit the amount or number of exchanges or reject any exchange. Shareholders would be notified of any such action to the extent required by law. Consult Putnam Investor Services before requesting an exchange. See each Fund's Statement of Additional Information to find out more about the exchange privilege. HOW EACH FUND VALUES ITS SHARES THE TAX EXEMPT MONEY MARKET FUND CALCULATES THE NET ASSET VALUE OF A SHARE, AND THE MONEY MARKET FUND CALCULATES THE NET ASSET VALUE OF A SHARE OF EACH CLASS, BY DIVIDING THE TOTAL VALUE OF ITS ASSETS, LESS LIABILITIES, BY THE NUMBER OF ITS SHARES OUTSTANDING. SHARES ARE VALUED AS OF THE CLOSE OF REGULAR TRADING ON THE NEW YORK STOCK EXCHANGE EACH DAY THE EXCHANGE IS OPEN. The Funds value their portfolio investments at amortized cost according to Securities and Exchange Commission Rule 2a-7. The amortized cost of an instrument is determined by valuing it at cost originally and thereafter amortizing any discount or premium from its face value at a constant rate until maturity. DETERMINATION OF NET INCOME; TAX INFORMATION THE FUNDS DETERMINE THEIR NET INCOME ONCE EACH DAY THE NEW YORK STOCK EXCHANGE IS OPEN, AS OF THE CLOSE OF REGULAR TRADING ON THE EXCHANGE. Each determination of a Fund's net income includes (i) all accrued investment income on portfolio investments of the Fund, (ii) plus or minus all realized and unrealized gains and losses on the Fund's portfolio investments, (iii) less all accrued expenses of the Fund. (The Funds will not have unrealized gains or losses so long as they value their investments by the amortized cost method.) All of the net income of the Funds is declared each day that the Funds are open for business as a dividend to shareholders of record at the time of each declaration. Shareholders begin earning dividends on the day after a Fund accepts their order. Each month's dividends will be paid on the last business day of each month. A shareholder who withdraws the entire balance of an account at any time during the month will be paid all dividends declared through the date of the withdrawal. Distributions paid by the Money Market Fund with respect to Class A shares will generally be greater than those paid with respect to Class B and Class M shares because expenses attributable to Class B and Class M shares will generally be higher. YOU CAN CHOOSE FROM TWO DISTRIBUTION OPTIONS: (1) automatically reinvest all distributions in additional Fund shares; or (2) receive all distributions in cash. You can change your distribution option by notifying Putnam Investor Services in writing. If you do not select an option when you open your account, all distributions will be reinvested. All distributions reinvested in additional Fund shares will be invested in shares of the class on which the distribution s are paid. You will receive a statement confirming reinvestment of distributions in additional Fund shares (or in shares of other Putnam funds for Dividends Plus accounts) promptly following the quarter in which the reinvestment occurs. If a check representing a Fund distribution is not cashed within a specified period, Putnam Investor Services will notify you that you have the option of requesting another check or reinvesting the distribution in that Fund or in another Putnam fund. If Putnam Investor Services does not receive your election, the distribution will be reinvested in your Fund. Similarly, if correspondence sent by a Fund or Putnam Investor Services is returned as "undeliverable," Fund distributions will automatically be reinvested in that Fund or in another Putnam fund. With Putnam Dividends PLUS, you can invest distributions from net investment income in shares of the same class of another Putnam fund. A sales charge will apply (unless the shares were acquired by exchange from a Putnam fund that assessed a sales charge or the dividends are invested in another Putnam money market fund). Contact Putnam Investor Services for details. Each Fund intends to qualify as a "regulated investment company" for federal income tax purposes and to meet all other requirements that are necessary for it to be relieved of federal taxes on income and gains it distributes to shareholders. Each Fund will distribute substantially all of its ordinary income and capital gain net income, if any, on a current basis. Distributions designated by the Tax Exempt Money Market Fund as "exempt-interest dividends" are not generally subject to federal income tax. However, if you receive Social Security or railroad retirement benefits, you should consult your tax adviser to determine what effect, if any, an investment in the Tax Exempt Money Market Fund may have on the taxation of your benefits. In addition, an investment in the Tax Exempt Money Market Fund may result in liability for federal alternative minimum tax and for state and local taxes, both for individual and corporate shareholders. All Money Market Fund distributions and all Tax Exempt Money Market Fund distributions other than exempt-interest dividends will be taxable to you as ordinary income, except that any distributions of net long-term capital gains will be taxed as such, regardless of how long you have held the shares. Distributions will be taxable as described above whether received in cash or in shares through the reinvestment of distributions. Early in each year each Fund will notify you of the amount and tax status of distributions paid to you by that Fund for the preceding year. The foregoing is a summary of certain federal income tax consequences of investing in each Fund. You should consult your tax adviser to determine the precise effect of an investment in the Funds on your particular tax situation (including possible liability for alternative minimum tax and for state and local taxes). ABOUT PUTNAM INVESTMENTS, INC. PUTNAM MANAGEMENT HAS BEEN MANAGING MUTUAL FUNDS SINCE 1937. Putnam Mutual Funds is the principal underwriter of the Funds and of other Putnam funds. Putnam Fiduciary Trust Company is the Funds' custodian. Putnam Investor Services, a division of Putnam Fiduciary Trust Company, is the Funds' investor servicing and transfer agent. Putnam Management, Putnam Mutual Funds and Putnam Fiduciary Trust Company are subsidiaries of Putnam Investments, Inc., which is wholly owned by Marsh & McLennan Companies, Inc., a publicly - owned holding company whose principal businesses are international insurance and reinsurance brokerage, employee benefit consulting and investment management. Make the most of your Putnam privileges The following services are available to you as a Putnam mutual fund shareholder. SYSTEMATIC INVESTMENT PLAN* Invest as much as you wish ($25 or more) on any day of the month except for the 29th, 30th, or 31st. The amount will be automatically transferred from your checking or savings account. SYSTEMATIC WITHDRAWAL* Make regular withdrawals of $50 or more monthly, quarterly, or semiannually from an account valued at $10,000 or more. You may establish your withdrawal on any day of the month except for the 29th, 30th, or 31st. REINSTATEMENT PRIVILEGE Reinvest the proceeds of checks you receive for dividends, capital gains, or redemptions. You may return any dividend, capital gain, or redemption to Putnam within 90 days of the transaction and it will be reinvested in a Putnam fund at net asset value. You may also reinvest a portion of your redemption proceeds at net asset value within 90 days of the transaction. For more information about any of these services and privileges, call your investment advisor or a Putnam customer service representative toll free at 1-800-225-1581. *Investors may not maintain, within the same fund, simultaneous plans for systematic investment or exchange and systematic withdrawal or exchange. PUTNAM MONEY MARKET FUND PUTNAM TAX EXEMPT MONEY MARKET FUND One Post Office Square Boston, MA 02109 FUND INFORMATION: INVESTMENT MANAGER Putnam Investment Management, Inc. One Post Office Square Boston, MA 02109 MARKETING SERVICES Putnam Mutual Funds Corp. One Post Office Square Boston, MA 02109 INVESTOR SERVICING AGENT Putnam Investor Services Mailing address: P.O. Box 41203 Providence, RI 02940-1203 CUSTODIAN Putnam Fiduciary Trust Company One Post Office Square Boston, MA 02109 LEGAL COUNSEL Ropes & Gray One International Place Boston, MA 02110 INDEPENDENT ACCOUNTANTS Coopers & Lybrand L.L.P. (Putnam Tax Exempt Money Market Fund) One Post Office Square Boston, MA 02109 Price Waterhouse LLP (Putnam Money Market Fund) 160 Federal Street Boston, MA 02110 PUTNAMINVESTMENTS One Post Office Square Boston, Massachusetts 02109 Toll-free 1-800-225-1581 PUTNAM MONEY MARKET FUND ONE POST OFFICE SQUARE , BOSTON, MA 02109 CLASS A SHARES INVESTMENT STRATEGY: INCOME PROSPECTUS - DECEMBER 1, 1994 This Prospectus explains concisely what you should know before investing in Class A shares of Putnam Money Market Fund (the "Fund") offered without a sales charge through eligible employer-sponsored defined contribution plans ("defined contribution plans"). Please read it carefully and keep it for future reference. You can find more detailed information about the Fund in the December 1, 1994 Statement of Additional Information, as amended from time to time. For a free copy of the Statement, or for other information, call Putnam Investor Services at 1-800-752-9894. The Statement has been filed with the Securities and Exchange Commission and is incorporated into this Prospectus by reference. AN INVESTMENT IN THE FUND IS NEITHER INSURED NOR GUARANTEED BY THE U.S. GOVERNMENT. THERE CAN BE NO ASSURANCE THAT THE FUND WILL BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. PUTNAM INVESTMENTS PUTNAM DEFINED CONTRIBUTION PLANS ABOUT THE FUND Expenses summary. ...................................2 Financial highlights. ...............................3 Objective. ...........................................5 How objective is pursued. ..........................5 How performance is shown. ...........................8 How the Fund is managed. ............................9 Organization and history. ...........................9 ABOUT YOUR INVESTMENT How to buy shares. .................................11 How to sell shares. ................................11 How to exchange shares. ............................12 How the Fund values its shares.....................12 Determination of net income; tax information.......13 ABOUT PUTNAM INVESTMENTS, INC. ..........................13 ABOUT THE FUND EXPENSES SUMMARY Expenses are one of several factors to consider when investing in the Fund. The following table summarizes expenses incurred by the Fund based on its most recent fiscal year. The Example shows the cumulative expenses attributable to a hypothetical $1,000 investment in Class A shares of the Fund over specified periods. ANNUAL FUND OPERATING EXPENSES (as a percentage of average net assets) Management Fees 0.36% Other Expenses 0.27% Total Fund Operating Expense 0.63% The table is provided to help you understand the expenses of investing in the Fund and your share of the operating expenses that the Fund incurs. EXAMPLE Your investment of $1,000 would incur the following expenses, assuming 5% annual return and redemption at the end of each period: 1 3 5 10 year years years years $6 $20 $35 $79 Management fees and "Other expenses" have been annualized based on information for the Fund's most recent fiscal period. Actual management fees, "other expenses" and total operating expenses for the last fiscal period were 0.33%, 0.25% and 0.58%, respectively . The Example does not represent past or future expense levels , and actual expenses may be greater or less than those shown. Federal regulations require the Example to assume a 5% annual return, but actual annual return has varied. The Example does not reflect any charges or expenses related to your employer's plan. See "Organization and history" for information about any other class of shares offered by the Fund. FINANCIAL HIGHLIGHTS The table on the following page presents per share financial information for the Fund's Class A shares for the ten most recent fiscal years. This information has been derived from the Fund's financial statements, which have been audited and reported on by the Fund's independent accountants. The Report of Independent Accountants and financial statements included in the Fund's Annual Report to shareholders for the 1994 fiscal year are incorporated by reference into this Prospectus. The Fund's Annual Report, which contains additional unaudited performance information, is available without charge upon request. FINANCIAL HIGHLIGHTS* (For a share outstanding throughout the period)
Financial Highlights For the Ten eleven months months ended ended September 30 Year ended October 31 October 31 1994* 1993 1992 1991 1990 1989 1988 1987 1986 1985 Class A Investment Operations Net Investment Income $.0299 $.0246 $.0353 $.0598 $.0764 $.0853 $.0655 $.0568 $.0642 $.0633 Net Realized Gain on Investments -- -- -- .0001 -- -- -- -- -- .0001 Total from investment operations .0299 .0246 .0353 .0599 .0764 .0853 .0655 .0568 .0642 .0634 Total Distributions: $(.0299) $(.0246)$(.0353) $(.0599) $(.0764) $(.0853)$(.0655) $(.0568) $(.0642) $(.0634) Total Investment Return at Net Asset Value (%) (a) 3.03(b) 2.49 3.58 6.16 7.92 8.87 6.75 5.83 6.61 6.52(b) Net Assets, End of Period (in thousands) $1,101,171 $586,920$839,185 $684,987 $904,186 $797,395$659,590 $775,954 $320,874 $275,901 Ratio of Expenses to Average Net Assets (%) .58(b) 0.70 .86 .77 .74 .85 .91 1.01 .89 .71(b) Ratio of Net Investment Income to Average Net Assets (%) 3.03(b) 2.48 3.56 6.04 7.63 8.51 6.67 5.65 6.32 6.30(b) * The fiscal year end has changed from October 31 to September 30. (a) Total investment return assumes dividend reinvestment and does not reflect the effect of sales charges. (b) Not annualized.
OBJECTIVE PUTNAM MONEY MARKET FUND SEEKS AS HIGH A RATE OF CURRENT INCOME AS PUTNAM INVESTMENT MANAGEMENT , INC., THE FUND'S INVESTMENT MANAGER ("PUTNAM MANAGEMENT"), BELIEVES IS CONSISTENT WITH PRESERVATION OF CAPITAL AND MAINTENANCE OF LIQUIDITY. It is designed for investors seeking current income with stability of principal. The Fund is not intended to be a complete investment program, and there is no assurance it will achieve its objective. HOW OBJECTIVE IS PURSUED BASIC INVESTMENT STRATEGY THE FUND INVESTS IN A PORTFOLIO OF HIGH-QUALITY MONEY MARKET INSTRUMENTS. EXAMPLES OF THESE INSTRUMENTS INCLUDE: o BANK CERTIFICATES OF DEPOSIT (CD'S): negotiable certificates issued against funds deposited in a commercial bank for a definite period of time and earning a specified return. o BANKERS' ACCEPTANCES: negotiable drafts or bills of exchange, which have been "accepted" by a bank, meaning, in effect, that the bank has unconditionally agreed to pay the face value of the instrument on maturity. o PRIME COMMERCIAL PAPER: high-grade, short-term obligations issued by banks, corporations and other issuers. o CORPORATE OBLIGATIONS: high-grade, short-term corporate obligations other than prime commercial paper. o MUNICIPAL OBLIGATIONS: high-grade, short-term municipal obligations. o U.S. GOVERNMENT SECURITIES: marketable securities issued or guaranteed as to principal and interest by the U.S. government or by its agencies or instrumentalities. o REPURCHASE AGREEMENTS: with respect to U.S. Treasury or U.S. Government agency obligations. The Fund will invest only in high-quality securities that Putnam Management believes present minimal credit risk. High-quality securities are securities rated at the time of acquisition in one of the two highest categories by at least two nationally recognized rating services (or, if only one rating service has rated the security, by that service) or , if the security is unrated, judged to be of equivalent quality by Putnam Management. The Fund will maintain a dollar-weighted average maturity of 90 days or less and will not invest in securities with remaining maturities of more than 397 days. The Fund may invest in variable or floating rate securities which bear interest at rates subject to periodic adjustment or which provide for periodic recovery of principal on demand. Under certain conditions, these securities may be deemed to have remaining maturities equal to the time remaining until the next interest adjustment date or the date on which principal can be recovered on demand. The Fund follows investment and valuation policies designed to maintain a stable net asset value of $1.00 per share. There is no assurance that the Fund will be able to maintain a stable net asset value of $1.00 per share. SELECTION OF INVESTMENTS The Fund may invest in bank certificates of deposit and bankers' acceptances issued by banks having deposits in excess of $2 billion (or the foreign currency equivalent) at the close of the last calendar year. Should the Trustees decide to reduce this minimum deposit requirement, shareholders would be notified and this Prospectus supplemented. Securities issued or guaranteed as to principal and interest by the U.S. government include a variety of Treasury securities, which differ in their interest rates, maturities and dates of issue. Securities issued or guaranteed by agencies or instrumentalities of the U.S. government may or may not be supported by the full faith and credit of the United States or by the right of the issuer to borrow from the Treasury. Considerations of liquidity and preservation of capital mean that the Fund may not necessarily invest in money market instruments paying the highest available yield at a particular time. Consistent with its investment objective, the Fund will attempt to maximize yields by portfolio trading and by buying and selling portfolio investments in anticipation of or in response to changing economic and money market conditions and trends. The Fund will also invest to take advantage of what Putnam Management believes to be temporary disparities in yields of different segments of the high-grade money market or among particular instruments within the same segment of the market. These policies, as well as the relatively short maturity of obligations purchased by the Fund, may result in frequent changes in the Fund's portfolio. The Fund does not usually pay brokerage commissions in connection with the purchase or sale of portfolio securities. See "Management of the Fund--Portfolio Transactions--Brokerage and research services" in the Statement of Additional Information for a discussion of underwriters' commissions and dealers' spreads involved in the purchase and sale of portfolio securities. FOREIGN INVESTMENTS. The Fund may invest without limit in U.S. dollar denominated commercial paper of foreign issuers and in bank certificates of deposit and bankers' acceptances payable in U.S. dollars and issued by foreign banks (including U.S. branches of foreign banks) or by foreign branches of U.S. banks. These investments subject the Fund to investment risks different from those associated with domestic investments. Such risks include adverse political and economic developments in such countries, the imposition of withholding taxes on interest income, seizure or nationalization of foreign deposits or the adoption of other governmental restrictions which might adversely affect the payment of principal and interest on such obligations. Legal remedies available to investors in certain foreign countries may be more limited than those available with respect to investments in the United States or in other foreign countries. Foreign settlement procedures and trade regulations may involve certain risks (such as delay in payment or delivery of securities or in the recovery of the Fund's assets held abroad) and expenses not present in the settlement of domestic investments. In addition, foreign securities may be less liquid than U.S. securities, and foreign accounting and disclosure standards may differ from United States standards. Special tax considerations apply to foreign securities. A MORE DETAILED EXPLANATION OF FOREIGN INVESTMENTS, AND THE RISKS AND SPECIAL TAX CONSIDERATIONS ASSOCIATED WITH THEM, IS INCLUDED IN THE STATEMENT OF ADDITIONAL INFORMATION. INTEREST RATES. The portfolio of the Fund will be affected by general changes in interest rates resulting in increases or decreases in the value of the obligations held by the Fund. The value of the securities in the Fund's portfolio can be expected to vary inversely with changes in prevailing interest rates. Withdrawals by shareholders could require the sale of portfolio investments at a time when such a sale might not otherwise be desirable. CONCENTRATION. The Fund may invest without limit in the banking industry and in commercial paper and short-term corporate obligations of issuers in the personal credit institution and business credit institution industries when, in the opinion of Putnam Management, the yield, marketability and availability of investments meeting the Fund's quality standards in those industries justify any additional risks associated with the concentration of the Fund's assets in those industries. The Fund, however, will invest more than 25% of its assets in the personal credit institution or business credit institution industries only when, to Putnam Management's knowledge, the yields then available on securities issued by companies in such industries and otherwise suitable for investment by the Fund exceed the yields then available on securities issued by companies in the banking industry and otherwise suitable for investment by the Fund. OTHER INVESTMENT PRACTICES THE FUND MAY ALSO ENGAGE TO A LIMITED EXTENT IN THE FOLLOWING INVESTMENT PRACTICES, EACH OF WHICH INVOLVES CERTAIN SPECIAL RISKS. THE STATEMENT OF ADDITIONAL INFORMATION CONTAINS MORE DETAILED INFORMATION ABOUT THESE PRACTICES, INCLUDING LIMITATIONS DESIGNED TO REDUCE THESE RISKS. REPURCHASE AGREEMENTS. Under a repurchase agreement, the Fund purchases a debt instrument 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. The Fund will enter into repurchase agreements only with commercial banks and with registered broker- dealers who are members of a national securities exchange or market makers in government securities, and only if the debt instrument subject to the repurchase agreement is a U.S. Treasury or agency obligation. Although Putnam Management will monitor repurchase agreement transactions to ensure that they will be fully collateralized at all times, the Fund bears a risk of loss if the other party defaults on its obligation and the Fund is delayed or prevented from exercising its rights to dispose of the collateral. If the other party should become involved in bankruptcy or insolvency proceedings, it is possible that the Fund may be treated as an unsecured creditor and required to return the underlying collateral to the other party's estate. SECURITIES LENDING. The Fund may lend portfolio securities amounting to not more than 25% of its assets to broker-dealers. These transactions must be fully collateralized at all times with cash and short-term debt obligations. These transactions involve some risk to the Fund if the other party should default on its obligation and the Fund is delayed or prevented from recovering the collateral . LIMITING INVESTMENT RISK SPECIFIC INVESTMENT RESTRICTIONS HELP THE FUND LIMIT INVESTMENT RISKS FOR ITS SHAREHOLDERS. THESE RESTRICTIONS PROHIBIT THE FUND FROM INVESTING MORE THAN: (a) 5% of its total assets in the securities of any one issuer (other than obligations issued or guaranteed by the U.S. government or its agencies or instrumentalities);* (b) 5% of its total assets in companies that, together with any predecessors, have been in operation less than three years;* (c) 5% of its net assets in securities restricted as to resale;* or (d) 15% of its net assets in any combination of securities that are not readily marketable, in securities restricted as to resale (excluding securities determined by the Fund's Trustees (or the person designated by the Fund's Trustees to make such determinations) to be readily marketable), and in repurchase agreements maturing in more than seven days. The Fund has not invested more than 10% of its net assets in the types of securities listed in item (d) and has no current intention of doing so. Restrictions marked with an asterisk (*) above are summaries of fundamental investment policies. See the Statement of Additional Information for the full text of these policies and the Fund's other fundamental investment policies. Except for investment policies designated as fundamental in this Prospectus or the Statement, the investment policies described in this Prospectus and in the Statement are not fundamental policies. The Trustees may change any non-fundamental investment policies without shareholder approval. As a matter of policy, the Trustees would not materially change the Fund's investment objective without shareholder approval. HOW PERFORMANCE IS SHOWN THE FUND'S INVESTMENT PERFORMANCE MAY FROM TIME TO TIME BE INCLUDED IN ADVERTISEMENTS ABOUT THE FUND. "Yield" represents an annualization of the change in value of a shareholder account (excluding any capital changes) for a specific seven-day period. "Effective yield" compounds the Fund's yield for a year and is, for that reason, greater than the Fund's yield. ALL DATA IS BASED ON THE FUND'S PAST INVESTMENT RESULTS AND DOES NOT PREDICT FUTURE PERFORMANCE. Investment performance, which will vary, is based on many factors, including market conditions, the composition of the Fund's portfolio, the Fund's operating expenses and which class of shares you purchase . Investment performance also often reflects the risks associated with the Fund's investment objective and policies. These factors should be considered when comparing the Fund's investment results to those of other mutual funds and other investment vehicles. Quotations of investment performance for any period when an expense limitation was in effect will be greater than if the limitation had not been in effect. The Fund's performance may be compared to various indices. See the Statement of Additional Information. HOW THE FUND IS MANAGED THE TRUSTEES OF THE FUND ARE RESPONSIBLE FOR GENERALLY OVERSEEING THE CONDUCT OF THE FUND'S BUSINESS. Subject to such policies as the Trustees may determine, Putnam Management furnishes a continuing investment program for the Fund and makes investment decisions on its behalf. Subject to the control of the Trustees, Putnam Management also manages the Fund's other affairs and business. Lindsey M. Callen, Vice President of Putnam Management and Vice President of the Fund, has had primary responsibility for the day-to-day management of the Fund's portfolio since 1992. Ms. Callen has been employed by Putnam Management since 1984 . The Fund pays all expenses not assumed by Putnam Management, including Trustees' fees and auditing, legal, custodial, investor servicing and shareholder reporting expenses and payments under its Distribution Plans (which are in turn allocated to the relevant class of shares). The Fund also reimburses Putnam Management for the compensation and related expenses of certain officers of the Fund and their staff who provide administrative services to the Fund. The total reimbursement is determined annually by the Trustees. Putnam Management places all orders for purchases and sales of the Fund's securities. In selecting broker-dealers, Putnam Management may consider research and brokerage services furnished to it and its affiliates. Subject to seeking the most favorable price and execution available, Putnam Management may consider sales of shares of the Fund (and, if permitted by law, of the other Putnam funds) as a factor in the selection of broker- dealers. ORGANIZATION AND HISTORY Putnam Money Market Fund is a Massachusetts business trust organized on November 25, 1975. A copy of the Agreement and Declaration of Trust, which is governed by Massachusetts law, is on file with the Secretary of State of The Commonwealth of Massachusetts. Prior to September 1, 1994, the Money Market Fund was known as Putnam Daily Dividend Trust. The Fund is an open-end, diversified management investment company with an unlimited number of authorized shares of beneficial interest. Shares of the Fund may, without shareholder approval, be divided into two or more classes of shares having such preferences and special or relative rights and privileges as the Trustees may determine. The Fund's shares are currently divided into four classes --only three of which are currently being offered. Only the Fund's Class A shares are offered by this Prospectus. Class B shares are offered only in exchange for Class B shares of other Putnam funds and bear a 12b-1 fee and are subject to a contingent deferred sales charge upon redemption. Class M shares are offered at net asset value, but also bear a 12b-1 fee. Class B shares are subject to a higher 12b-1 fee than Class M shares. Because of the 12b-1 fee and, in the case of Class B shares, the contingent deferred sales charge, the investment performance of Class A shares will be greater than that of Class B shares or Class M shares. Each share has one vote, with fractional shares voting proportionally. Shares of each class will vote together as a single class except when otherwise required by law or as determined by the Trustees. Shares are freely transferable, are entitled to dividends as declared by the Trustees, and, if the Fund were liquidated, would receive the net assets of the Fund. The Fund may suspend the sale of shares at any time and may refuse any order to purchase shares. Although the Fund is not required to hold annual meetings of its shareholders, shareholders holding at least 10% of the outstanding shares entitled to vote have the right to call a meeting to elect or remove Trustees, or to take other actions as provided in the Agreement and Declaration of Trust. If you own fewer shares than a minimum amount set by the Trustees (presently 500), the Fund may choose to redeem your shares and pay you for them. You will receive at least 30 days' written notice before the Fund redeems your shares, and you may purchase additional shares at any time to avoid a redemption. The Fund may also redeem shares if you own shares above a maximum amount set by the Trustees. There is presently no maximum, but the Trustees may establish one at any time, which could apply to both present and future shareholders. THE FUND'S TRUSTEES: GEORGE PUTNAM,* CHAIRMAN. President of the Putnam funds. Chairman and Director of Putnam Management and Putnam Mutual Funds Corp. ("Putnam Mutual Funds"). Director, Marsh & McLennan Companies, Inc.; WILLIAM F. POUNDS, VICE CHAIRMAN. Professor of Management, Alfred P. Sloan School of Management, M.I.T.; JAMESON ADKINS BAXTER, President, Baxter Associates, Inc.; HANS H. ESTIN, Vice Chairman, North American Management Corp. ; JOHN A. HILL, Principal and Managing Director, First Reserve Corporation; ELIZABETH T. KENNAN, President, Mount Holyoke College; LAWRENCE J. LASSER,* Vice President of the Putnam funds. President, Chief Executive Officer and Director of Putnam Investments, Inc. and Putnam Management. Director, Marsh & McLennan Companies, Inc.; ROBERT E. PATTERSON, Executive Vice President, Cabot Partners Limited Partnership; DONALD S. PERKINS, Director of various corporations, including AT&T, K mart Corporation and Time Warner Inc.; GEORGE PUTNAM, III,* President, New Generation Research, Inc.; A.J.C. SMITH,* Chairman, Chief Executive Officer and Director, Marsh & McLennan Companies, Inc.; and W. NICHOLAS THORNDIKE, Director of various corporations and charitable organizations, including Providence Journal Co. Also, Trustee of Massachusetts General Hospital and Trustee of Eastern Utilities Associates. The Fund's Trustees are also Trustees of other Putnam funds. Those marked with an asterisk (*) are "interested persons" of the Fund, Putnam Management or Putnam Mutual Funds. ABOUT YOUR INVESTMENT HOW TO BUY SHARES ALL ORDERS TO PURCHASE SHARES MUST BE MADE THROUGH YOUR EMPLOYER'S DEFINED CONTRIBUTION PLAN. FOR MORE INFORMATION ABOUT HOW TO PURCHASE SHARES OF THE FUND THROUGH YOUR EMPLOYER'S PLAN OR LIMITATIONS ON THE AMOUNT THAT MAY BE PURCHASED, PLEASE CONSULT YOUR EMPLOYER. Shares are sold to eligible defined contribution plans at the net asset value per share next determined after receipt of an order by Putnam Mutual Funds. Orders must be received by Putnam Investor Services before the close of regular trading on the New York Stock Exchange in order to receive that day's net asset value. Because the Fund seeks to be fully invested at all times, investments must be in SAME DAY FUNDS to be accepted. Same Day Funds are funds credited to the account of a bank designated by Putnam Fiduciary Trust Company with the Boston Federal Reserve Bank. When payment in Same Day Funds is available to the Fund prior to the close of regular trading on the New York Stock Exchange, the Fund will accept the order to purchase shares that day. To eliminate the need for safekeeping, the Fund will not issue certificates for your shares. Shares of the Fund are offered to other shareholders pursuant to another Prospectus and may be subject to a contingent deferred sales charge. Sales personnel may receive different compensation depending on which class of shares they sell. HOW TO SELL SHARES SUBJECT TO ANY RESTRICTIONS IMPOSED BY YOUR EMPLOYER'S PLAN, YOU CAN SELL YOUR SHARES THROUGH THE PLAN TO THE FUND ANY DAY THE NEW YORK STOCK EXCHANGE IS OPEN. For more information about how to sell shares of the Fund through your employer's plan, including any charges that may be imposed by the plan, please consult with your employer. Your plan administrator must send a signed letter of instruction to Putnam Investor Services. The price you will receive is the next net asset value calculated after the Fund receives your request in proper form. All requests must be received by the Fund prior to the close of regular trading on the New York Stock Exchange in order to receive that day's net asset value. If you sell shares having a net asset value of $100,000 or more, the signatures of registered owners or their legal representatives must be guaranteed by a bank, broker-dealer or certain other financial institutions. See the Statement of Additional Information for more information about where to obtain a signature guarantee . THE FUND GENERALLY PROVIDES PAYMENT FOR REDEEMED SHARES THE BUSINESS DAY AFTER THE REQUEST IS RECEIVED. Under unusual circumstances, the Fund may suspend redemptions , or postpone payment for more than seven days, as permitted by federal securities law. The Fund will only redeem shares for which it has received payment. HOW TO EXCHANGE SHARES Subject to any restrictions contained in your plan, you can exchange your shares for shares of other Putnam funds available through your plan at net asset value. Contact your plan administrator or Putnam Investor Services on how to exchange your shares or how to obtain prospectuses of other Putnam funds in which you may invest. Shares of certain Putnam funds are not available to residents of all states. The exchange privilege is not intended as a vehicle for short- term trading. Excessive exchange activity may interfere with portfolio management and have an adverse effect on all shareholders. In order to limit excessive exchange activity and in other circumstances where Putnam Management or the Trustees believe doing so would be in the best interests of the Fund, the Fund reserves the right to revise or terminate the exchange privilege, limit the amount or number of exchanges or reject any exchange. Shareholders would be notified of any such action. Consult Putnam Investor Services before requesting an exchange. See the Statement of Additional Information to find out more about the exchange privilege. HOW THE FUND VALUES ITS SHARES THE FUND CALCULATES THE NET ASSET VALUE OF A SHARE OF EACH CLASS BY DIVIDING THE TOTAL VALUE OF ITS ASSETS, LESS LIABILITIES, BY THE NUMBER OF ITS SHARES OUTSTANDING. SHARES ARE VALUED AS OF THE CLOSE OF REGULAR TRADING ON THE NEW YORK STOCK EXCHANGE EACH DAY THE EXCHANGE IS OPEN. The Fund values its portfolio investments at amortized cost according to Securities and Exchange Commission Rule 2a-7. The amortized cost of an instrument is determined by valuing it at cost originally and thereafter amortizing any discount or premium from its face value at a constant rate until maturity. DETERMINATION OF NET INCOME; TAX INFORMATION THE FUND DETERMINES ITS NET INCOME ONCE EACH DAY THE NEW YORK STOCK EXCHANGE IS OPEN, AS OF THE CLOSE OF REGULAR TRADING ON THE EXCHANGE. Each determination of the Fund's net income includes (i) all accrued investment income on portfolio investments of the Fund, (ii) plus or minus all realized and unrealized gains and losses on the Fund's portfolio investments, (iii) less all accrued expenses of the Fund. (The Fund will not have unrealized gains or losses so long as it values its investments by the amortized cost method.) All of the net income of the Fund is declared each day that the Fund is open for business as a dividend to shareholders of record at the time of each declaration. Shareholders begin earning dividends on the day after the Fund accepts their order. The Fund's net income for Saturdays, Sundays, and holidays is declared as a dividend on the next business day. Each month's dividends will be paid on the last business day of each month. A shareholder who withdraws the entire balance of an account at any time during the month will be paid all dividends declared through the date of the withdrawal. Since the net income of the Fund is declared as a dividend each time it is determined, the net asset value per share of the Fund generally remains at $1 per share immediately after each determination and dividend declaration. The terms of your plan will govern how your plan may receive distributions from the Fund. Generally, periodic distributions from the Fund to your plan are reinvested in additional Fund shares, although your plan may permit Fund distributions from net investment income to be received by you in cash. If another option is not selected, all distributions will be reinvested in additional Fund shares. The Fund intends to qualify as a "regulated investment company" for federal income tax purposes and to meet all other requirements that are necessary for it to be relieved of federal taxes on income and gains it distributes to shareholders. The Fund will distribute substantially all of its ordinary income and capital gain net income on a current basis. Generally, Fund distributions are taxable as ordinary income, except that any distributions of net long-term capital gains will be taxable as such. However, distributions by the Fund to employer-sponsored defined contribution plans that qualify for tax-exempt treatment under federal income tax laws will not be taxable. Special tax rules apply to investments through such plans. You should consult your tax adviser to determine the suitability of the Fund as an investment through such a plan and the tax treatment of distributions (including distributions of amounts attributable to an investment in the Fund) from such a plan. The foregoing is a summary of certain federal income tax consequences of investing in the Fund. You should consult your tax adviser to determine the precise effect of an investment in the Fund on your particular tax situation (including possible liability for state and local taxes). ABOUT PUTNAM INVESTMENTS, INC. PUTNAM MANAGEMENT HAS BEEN MANAGING MUTUAL FUNDS SINCE 1937. Putnam Mutual Funds is the principal underwriter of the Fund and of other Putnam funds. Putnam Defined Contribution Plans is a division of Putnam Mutual Funds. Putnam Fiduciary Trust Company is the Fund's custodian. Putnam Investor Services, a division of Putnam Fiduciary Trust Company, is the Fund's investor servicing and transfer agent. Putnam Management, Putnam Mutual Funds and Putnam Fiduciary Trust Company are located at One Post Office Square, Boston, Massachusetts 02109 and are subsidiaries of Putnam Investments, Inc., which is wholly owned by Marsh & McLennan Companies, Inc., a publicly - owned holding company whose principal businesses are international insurance and reinsurance brokerage, employee benefit consulting and investment management. THIS PAGE INTENTIONALLY LEFT BLANK THIS PAGE INTENTIONALLY LEFT BLANK PUTNAM MONEY MARKET FUND PUTNAM TAX EXEMPT MONEY MARKET FUND FORM N-1A PART B STATEMENT OF ADDITIONAL INFORMATION DECEMBER 1, 1994 This Statement of Additional Information is not a Prospectus and is only authorized for distribution when accompanied or preceded by a Putnam Money Market Fund and Putnam Tax Exempt Money Market Fund (the "Funds") Prospectus dated December 1, 1994 and as amended from time to time. This Statement contains information which may be useful to investors but which is not included in the Prospectus. If a Fund has more than one form of current Prospectus, each reference to the Prospectus in this Statement shall include all the Fund's Prospectuses, unless otherwise noted. The Statement should be read together with the applicable Prospectus. Investors may obtain a free copy of the applicable Prospectus from Putnam Investor Services, Mailing address: P.O. Box 41203, Providence, RI 02940-1203. Part I of this Statement contains specific information about the Funds . Part II includes information about the Funds and the other Putnam funds. TABLE OF CONTENTS PART I PAGE TAX EXEMPT SECURITIES . . . . . . . . . . . . . . . . . .I-3 SECURITIES RATINGS . . . . . . . . . . . . . . . . . . . . .I-5 RATINGS OF COMMERCIAL PAPER AND CORPORATE OBLIGATIONS . . .I-7 FUND CHARGES AND EXPENSES . . . . . . . . . . . . . . .I- 14 AMORTIZED COST VALUATION AND DAILY DIVIDENDS. . . . . .I- 18 INVESTMENT PERFORMANCE OF THE FUND. . . . . . . . . . .I- 19 EQUIVALENT YIELDS: TAX-EXEMPT VERSUS TAXABLE SECURITIESI-25 ADDITIONAL OFFICERS OF THE FUNDS . . . . . . . .I- 26 INDEPENDENT ACCOUNTANTS AND FINANCIAL STATEMENTS. . . .I- 26 PART II MISCELLANEOUS INVESTMENT PRACTICES. . . . . . . . . . . . . . II-1 TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . . .II-22 MANAGEMENT OF THE FUND. . . . . . . . . . . . . . . . . . . .II-27 DETERMINATION OF NET ASSET VALUE. . . . . . . . . . . . . . .II-36 HOW TO BUY SHARES . . . . . . . . . . . . . . . . . . . . . .II-38 DISTRIBUTION PLAN . . . . . . . . . . . . . . . . . . . . . .II-49 INVESTOR SERVICES . . . . . . . . . . . . . . . . . . . . . .II-50 SIGNATURE GUARANTEES. . . . . . . . . . . . . . . . . . . . .II-56 SUSPENSION OF REDEMPTIONS . . . . . . . . . . . . . . . . . .II-56 SHAREHOLDER LIABILITY . . . . . . . . . . . . . . . . . . . .II-57 STANDARD PERFORMANCE MEASURES . . . . . . . . . . . . . . . .II-57 COMPARISON OF PORTFOLIO PERFORMANCE . . . . . . . . . . . . .II-58 DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . .II-63 PUTNAM MONEY MARKET FUND PUTNAM TAX EXEMPT MONEY MARKET FUND STATEMENT OF ADDITIONAL INFORMATION PART I TAX EXEMPT SECURITIES GENERAL DESCRIPTION. As used in the Prospectus and in this Statement, the term "Tax Exempt Securities" includes debt obligations issued by a State, its political subdivisions (for example, counties, cities, towns, villages, districts and authorities) and their agencies, instrumentalities or other governmental units, the interest from which is, in the opinion of bond counsel, exempt from federal income tax. Such obligations are issued to obtain funds for various public purposes, including the construction of a wide range of public facilities, such as airports, bridges, highways, housing, hospitals, mass transportation, schools, streets and water and sewer works. Other public purposes for which Tax Exempt Securities may be issued include the refunding of outstanding obligations or obtaining funds for general operating expenses. Short-term Tax Exempt Securities are generally issued by state and local governments and public authorities as interim financing in anticipation of tax collections, revenue receipts, or bond sales to finance such public purposes. In addition, certain types of "private activity" bonds may be issued by public authorities to finance such projects as privately operated housing facilities and certain local facilities for water supply, gas, electricity or sewage or solid waste disposal, student loans, or the obtaining of funds to lend to public or private institutions for the construction of facilities such as educational, hospital and housing facilities. Such obligations are included within the term Tax Exempt Securities if the interest paid thereon is, in the opinion of bond counsel, exempt from federal income tax (such interest may, however, be subject to federal alternative minimum tax). Other types of private activity bonds, the proceeds of which are used for the construction, repair or improvement of, or to obtain equipment for, privately operated industrial or commercial facilities, may constitute Tax Exempt Securities, although the current federal tax laws place substantial limitations on the size of such issues. Tax Exempt Securities also include short-term discount notes (tax-exempt commercial paper), which are promissory notes issued by municipalities to enhance their cash flows. STAND-BY COMMITMENTS. When the Tax Exempt Money Market Fund purchases Tax Exempt Securities, it has the authority to acquire stand-by commitments from banks and broker-dealers with respect to those Tax Exempt Securities. A stand-by commitment may be considered a security independent of the Tax Exempt Security to which it relates. The amount payable by a bank or dealer during the time a stand-by commitment is exercisable, absent unusual circumstances, would be substantially the same as the market value of the underlying Tax Exempt Security to a third party at any time. The Tax Exempt Money Market Fund expects that stand-by commitments generally will be available without the payment of direct or indirect consideration. The Tax Exempt Money Market Fund does not expect to assign any value to stand-by commitments. YIELDS. The yields on Tax Exempt Securities depend on a variety of factors, including general money market conditions, effective marginal tax rates, the financial condition of the issuer, general conditions of the Tax Exempt Security market, the size of a particular offering, the maturity of the obligation and the rating of the issue. The ratings of Moody's Investors Service, Inc. and Standard & Poor's Corporation represent their opinions as to the quality of the Tax Exempt Securities which they undertake to rate. It should be emphasized, however, that ratings are general and are not absolute standards of quality. Consequently, Tax Exempt Securities with the same maturity and interest rate but with different ratings may have the same yield. Yield disparities may occur for reasons not directly related to the investment quality of particular issues or the general movement of interest rates, due to such factors as changes in the overall demand or supply of various types of Tax Exempt Securities or changes in the investment objectives of investors. Subsequent to purchase by the Tax Exempt Money Market Fund, an issue of Tax Exempt Securities or other investments may cease to be rated or its rating may be reduced below the minimum rating required for purchase by the Tax Exempt Money Market Fund. Neither event will require the elimination of an investment from the Tax Exempt Money Market Fund's portfolio, but Putnam Management will consider such an event in its determination of whether the Tax Exempt Money Market Fund should continue to hold an investment in its portfolio. "MORAL OBLIGATION" BONDS. The Tax Exempt Money Market Fund does not currently intend to invest in so-called "moral obligation" bonds, where repayment is backed by a moral commitment of an entity other than the issuer, unless the credit of the issuer itself, without regard to the "moral obligation," meets the investment criteria established for investments by the Fund. ADDITIONAL RISKS. Securities in which the Tax Exempt Money Market Fund may invest, including Tax Exempt Securities, are subject to the provisions of bankruptcy, insolvency and other laws affecting the rights and remedies of creditors, such as the federal Bankruptcy Code, and laws, if any, which may be enacted by Congress or state legislatures extending the time for payment of principal or interest, or both, or imposing other constraints upon enforcement of such obligations. There is also the possibility that as a result of litigation or other conditions the power or ability of issuers to meet their obligations for the payment of interest and principal on their Tax Exempt Securities may be materially affected. From time to time, proposals have been introduced before Congress for the purpose of restricting or eliminating the federal income tax exemption for interest on debt obligations issued by states and their political subdivisions. Federal tax laws limit the types and amounts of tax-exempt bonds issuable for certain purposes, especially for industrial development bonds and other private activity bonds. Such limits may affect the future supply and yields of these types of Tax Exempt Securities. Further proposals limiting the issuance of tax-exempt bonds may well be introduced in the future. If it appeared that the availability of Tax Exempt Securities for investment by the Tax Exempt Money Market Fund and the value of that Fund's portfolio could be materially affected by such changes in law, the Trustees of the Tax Exempt Money Market Fund would reevaluate its investment objective and policies and consider changes in the structure of the Fund or its dissolution. SECURITIES RATINGS PUTNAM TAX EXEMPT MONEY MARKET FUND The following rating services describe rated securities as follows: MOODY'S INVESTORS SERVICE, INC. BONDS Aaa -- Bonds which are rated Aaa are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as "gilt-edge". Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues. Aa -- Bonds which are rated Aa are judged to be of high quality by all standards. Together with the Aaa group they comprise what are generally known as high-grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as in Aaa securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present which make the long-term risks appear somewhat larger than in Aaa securities. NOTES MIG 1/VMIG 1 -- This designation denotes best quality. There is present strong protection by established cash flows, superior liquidity support or demonstrated broad-based access to the market for refinancing. MIG 2/VMIG 2 -- This designation denotes high quality. Margins of protection are ample although not so large as in the preceding group. COMMERCIAL PAPER Issuers rated PRIME-1 (or related supporting institutions) have a superior capacity for repayment of short- term promissory obligations. Prime-1 repayment capacity will normally be evidenced by the following characteristics: -- Leading market positions in well established industries. -- High rates of return on funds employed. -- Conservative capitalization structures with moderate reliance on debt and ample asset protection. -- Broad margins in earnings coverage of fixed financial charges and high internal cash generation. -- Well established access to a range of financial markets and assured sources of alternate liquidity. Issuers rated PRIME-2 (or related supporting institutions) have a strong capacity for repayment of short-term promissory obligations. This will normally be evidenced by many of the characteristics cited above to a lesser degree. Earnings trends and coverage ratios, while sound, will be more subject to variation. Capitalization characteristics, while still appropriate, may be more affected by external conditions. Ample alternate liquidity is maintained. STANDARD & POOR'S CORPORATION BONDS AAA -- Debt rated AAA has the highest rating assigned by Standard & Poor's. Capacity to pay interest and repay principal is extremely strong. AA -- Debt rated AA has a very strong capacity to pay interest and repay principal and differs from the higher rated issues only in small degree. NOTES SP-1 -- Very strong or strong capacity to pay principal and interest. Those issues determined to possess overwhelming safety characteristics will be given a (+). SP-2 -- Satisfactory capacity to pay principal and interest. COMMERCIAL PAPER A-1 -- This designation indicates that the degree of safety regarding timely payment is either overwhelming or very strong. Those issues determined to possess overwhelming safety characteristics are denoted with a (+). A-2 -- Capacity for timely payment on issues with this designation is strong. However, the relative degree of safety is not as high as for issues designated "A-1". RATINGS OF COMMERCIAL PAPER AND CORPORATE OBLIGATIONS PUTNAM MONEY MARKET FUND COMMERCIAL PAPER Moody's Investors Service, Inc. Issuers rated PRIME-1 (or related supporting institutions) have a superior capacity for repayment of short-term promissory obligations. Prime-1 repayment capacity will normally be evidenced by the following characteristics: -- Leading market positions in well established industries. -- High rates of return on funds employed. -- Conservative capitalization structures with moderate reliance on debt and ample asset protection. -- Broad margins in earnings coverage of fixed financial charges and high internal cash generation. -- Well established access to a range of financial markets and assured sources of alternate liquidity. Issuers rated PRIME-2 (or related supporting institutions) have a strong capacity for repayment of short-term promissory obligations. This will normally be evidenced by many of the characteristics cited above to a lesser degree. Earnings trends and coverage ratios, while sound, will be more subject to variation. Capitalization characteristics, while still appropriate, may be more affected by external conditions. Ample alternate liquidity is maintained. STANDARD & POOR'S CORPORATION Standard & Poor's Corporation describes its highest ("A") rating for commercial paper as follows, with the number 1, 2, and 3 being used to denote relative strength within the "A" classification: Liquidity ratios are adequate to meet cash requirements. Long-term senior debt rating should be "A" or better; in some instances "BBB" credits may be allowed if other factors outweigh the "BBB". The issuer should have access to at least two additional channels of borrowing. Basic earnings and cash flow should have an upward trend, with allowances made for unusual circumstances. Typically, the issuer's industry should be well-established and the issuer should have a strong position within its industry. The reliability and quality of management should be unquestioned. CORPORATE OBLIGATIONS MOODY'S INVESTORS SERVICE, INC. Moody's describes its three highest ratings for corporate bonds as follows: Bonds which are rated Aaa are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as "gilt edge." Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues. Bonds which are rated Aa are judged to be of high quality by all standards. Together with the Aaa group they compromise what are generally known as high grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as in Aaa securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present which make the long term risk appear somewhat larger than in Aaa securities. Bonds which are rated A possess many favorable investment attributes and are to be considered as upper medium grade obligations. Factors giving security to principal and interest are considered adequate but elements may be present which suggest a susceptibility to impairment some time in the future. STANDARD & POOR'S CORPORATION Standard & Poor's describes its three highest ratings for corporate bonds as follows: Ratings of AAA are the highest assigned by Standard & Poor's to debt obligations and indicate an extremely strong capacity to pay principal and interest. Bonds rated AA also qualify as high quality obligations. Capacity to pay principal and interest is very strong, and in the majority of instances they differ from AAA issues only in small degree. Bonds rated A have a strong capacity to pay principal and interest, although they are somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions. INVESTMENT RESTRICTIONS OF THE FUNDS AS FUNDAMENTAL INVESTMENT RESTRICTIONS OF EACH FUND, WHICH MAY NOT BE CHANGED WITHOUT A VOTE OF A MAJORITY OF THE OUTSTANDING VOTING SECURITIES OF THE RELEVENT FUND, A FUND MAY NOT AND WILL NOT TAKE ANY OF THE FOLLOWING ACTIONS WITH RESPECT TO SUCH FUND: (1a) (MONEY MARKET FUND) Borrow money in excess of one-third of the value (taken at the lower of cost or current value) of its total assets (not including the amount borrowed) at the time the borrowing is made, and then only as a temporary measure to facilitate the meeting of redemption requests (not for leverage) which might otherwise require the untimely disposition of portfolio investments or for extraordinary or emergency purposes. Such borrowings will be repaid before any additional investments are made. Interest paid on such borrowings would reduce the yield on the Fund's investments. (1b) (TAX EXEMPT MONEY MARKET FUND) Borrow money in excess of 10% of the value (taken at the lower of cost or current value) of its total assets (not including the amount borrowed) at the time the borrowing is made, and then only from banks as a temporary measure to facilitate the meeting of redemption requests (not for leverage) which might otherwise require the untimely disposition of portfolio investments or for extraordinary or emergency purposes. Such borrowings will be repaid before any additional investments are purchased. (2a) (MONEY MARKET FUND) Pledge, hypothecate, mortgage or otherwise encumber its assets in excess of 10% of its total assets (taken at the lower of cost or current value) and then only to secure borrowings permitted by restriction 1 above. (2b) (TAX EXEMPT MONEY MARKET FUND) Pledge, hypothecate, mortgage, or otherwise encumber its assets in excess of 10% of its total assets (taken at the lower of cost or current value) and then only to secure borrowings permitted by restriction 1b above. For the purposes of this restriction, collateral arrangements with respect to margin for financial futures contracts or related options are not deemed to be a pledge of assets. (3a) (MONEY MARKET FUND)Purchase securities on margin (except such short-term credits as may be necessary for the clearance of purchases and sales of securities). (3b) (TAX EXEMPT MONEY MARKET FUND) Purchase securities on margin, except such short-term credits as may be necessary for the clearance of purchases and sales of securities, but it may make margin payments in connection with financial futures contracts or related options. (4a) (MONEY MARKET FUND) Make short sales of securities or maintain a short position for the account of the Fund unless at all times when a short position is open it either owns an equal amount of such securities or owns securities convertible into or exchangeable for securities of the same issue as, and equal in amount to, the securities sold short. (4b) (TAX EXEMPT MONEY MARKET FUND) Make short sales of securities or maintain a short position for the account of the Fund unless at all times when a short position is open it owns an equal amount of such securities or owns securities which, without payment of any further consideration, are convertible into or exchangeable for securities of the same issue as, and equal in amount to, the securities sold short. (5) (FOR BOTH FUNDS) Underwrite securities issued by other persons except to the extent that, in connection with the disposition of its portfolio investments, it may be deemed to be an underwriter under federal securities laws. (6) (MONEY MARKET FUND) Concentrate more than 25% of its assets in any one industry, except that the Fund may invest up to 100% of its assets (i) in the banking industry, (ii) in the personal credit institution or business credit institution industries when in the opinion of management yield differentials make such investments desirable, or (iii) in any combination of these. (7a) (MONEY MARKET FUND) Purchase or sell real estate, although it may purchase securities of issuers which deal in real estate and may purchase securities which are secured by interests in real estate. (7b) (TAX EXEMPT MONEY MARKET FUND) Purchase or sell real estate, although it may purchase securities which are secured by or represent interests in real estate. (8a) (MONEY MARKET FUND) Purchase or sell commodities or commodity contracts. (8b) (TAX EXEMPT MONEY MARKET FUND) Purchase or sell commodities or commodity contracts except financial futures contracts and related options. (9a) (MONEY MARKET FUND) Make loans, except by purchase of debt obligations and through repurchase agreements, provided, however, that repurchase agreements maturing in more than seven days will not exceed 10% of the Fund's 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. (9b) (TAX EXEMPT MONEY MARKET FUND) Make loans, except by purchase of debt obligations in which the Fund may invest consistent with its investment policies, and through repurchase agreements. (10) (FOR BOTH FUNDS) Invest in securities of any issuer if, to the knowledge of the Fund, officers and Trustees of the Fund or officers and directors of Putnam Management who beneficially own more than 0.5% of the shares or securities of that issuer together own more than 5%. (11a) (MONEY MARKET FUND) Invest in securities of any issuer if, immediately after such investment, more than 5% of the total assets of the Fund taken at current value would be invested in securities of such issuer, provided that this limitation does not apply to obligations issued or guaranteed as to interest and principal by the U.S. government or its agencies. (11b) (TAX EXEMPT MONEY MARKET FUND) Invest in securities of any issuer if, immediately after such investment, more than 5% of the total assets of the Fund taken at current value would be invested in the securities of such issuer; provided that this limitation does not apply to obligations issued or guaranteed as to interest and principal by the U.S. government, its agencies or instrumentalities and, for (12a) (MONEY MARKET FUND) Acquire more than 10% of the voting securities of any issuer or more than 10% of any class of securities of any issuer. (For these purposes all preferred stocks of an issuer are regarded as a single class, and all debt securities of an issuer are regarded as a single class.) (12b) (TAX EXEMPT MONEY MARKET FUND) Acquire more than 10% of the voting securities of any issuer. (13a) (MONEY MARKET FUND) Purchase securities restricted as to resale if, as a result, such investments would exceed 5% of the value of the Fund's net assets. (13b) (TAX EXEMPT MONEY MARKET FUND) Purchase securities which are restricted as to resale, if, as a result, such investments would exceed 15% of the value of the Fund's net assets, excluding restricted securities that have been determined by the Trustees of the Fund (or the person designated by them to make such determinations) to be readily marketable. (14) (MONEY MARKET FUND) Invest in securities of businesses less than three years old (including predecessors), if, as a result, more than 5% of the Fund's total assets (taken at current value) would then be invested in such securities. (15) (TAX EXEMPT MONEY MARKET FUND) 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. (16) (TAX EXEMPT MONEY MARKET FUND) Issue any class of securities which is senior to the Fund's shares of beneficial interest. IT IS CONTRARY TO THE PRESENT POLICY OF EACH FUND, WHICH POLICY MAY BE CHANGED WITHOUT SHAREHOLDER APPROVAL, WITH RESPECT TO EITHER FUND TO: (1) (MONEY MARKET FUND) Make investments for the purpose of gaining control of a company's management. (2a) (MONEY MARKET FUND) Invest in securities of other investment companies, except as they may be acquired as part of a merger, consolidation or acquisition of assets. (2b) (TAX EXEMPT MONEY MARKET FUND) Invest in securities of registered open-end investment companies, except as they may be acquired as part of a merger or consolidation or acquisition of assets or by purchases in the open market involving only customary brokers' commissions. (3a) (MONEY MARKET FUND) Purchase options or puts, calls, straddles, spreads or any combination thereof in connection with the purchase of fixed-income securities; however, the Fund may acquire warrants or other rights to subscribe for securities of companies issuing such fixed-income securities or securities of parents or subsidiaries of such companies. (3b) (TAX EXEMPT MONEY MARKET FUND) Engage in puts, calls, straddles, spreads or any combination thereof, except that the Fund may buy and sell put and call options (and any combination thereof) on securities, on financial futures contracts, and on securities indices and may, in connection with the purchase of fixed-income securities, acquire attached warrants or other rights to subscribe for securities of companies issuing such fixed-income securities or securities of parents or subsidiaries of such companies. (The Fund's investment policies do not currently permit the Fund to exercise warrants or rights with respect to equity securities.) (4) (FOR BOTH FUNDS) Buy or sell oil, gas, or other mineral leases, rights or royalty contracts. (5) (FOR BOTH FUNDS) Invest in (a) securities which at the time of such investment are not readily marketable, (b) securities restricted as to resale (excluding securities determined by the Fund's Trustees (or the person designated by the Fund's Trustees to make such determinations) to be readily marketable), and (c) repurchase agreements maturing in more than seven days, if, as a result, more than 15% of the Fund's net assets (taken at current value) would then be invested in the aggregate in securities described in (a), (b) and (c) above. (6a) (MONEY MARKET FUND) Purchase or sell real property (including limited partnership interests), except that the Fund may (a) purchase or sell readily marketable interests in real estate investment trusts or readily marketable securities of companies which invest in real estate (b) purchase or sell securities that are secured by interests in real estate or interests therein, or (c) acquire real estate through exercise of its rights as a holder of obligations secured by real estate or interests therein or sell real estate so acquired. (7) (TAX EXEMPT MONEY MARKET FUND) Invest in securities of any issuer if the party responsible for payment, together with any predecessor, has been in operation for less than three years, and, as a result of the investment, the aggregate of such investments would exceed 5% of the value of a Fund's net assets; provided, however, that this restriction shall not apply to any obligation of the United States or its agencies or for the payment of which is pledged the faith, credit and taxing power of any person authorized to issue Tax Exempt Securities. (8) (MONEY MARKET FUND) Engage in arbitrage provisions (i.e. buy and sell a security simultaneously on different exchanges). Changes in the above policies will be reflected in the Funds' Prospectus or in this Statement. The Funds have undertaken to certain state securities authorities that certain of these policies will not be changed without approval of such authorities so long as shares of a Fund are registered for sale in such states. Changes in these policies could result in increased investment risk. --------------- All percentage limitations on investments will apply at the time of the making of an investment and shall not be considered violated unless an excess or deficiency occurs or exists immediately after and as a result of such investment. Although certain of the Funds' investment restrictions permit the Funds to borrow money to a limited extent, the Funds do not currently intend to do so and did not do so last year. Although non- fundamental investment policy (3a) above generally permits the Money Market Fund to acquire warrants or other rights to subscribe for securities, the Money Market Fund does not presently intend to acquire rights or warrants to subscribe for securities of companies issuing fixed-income securities other than such warrants or other rights which are attached to such fixed-income securities. (The Money Market Fund did not engage in the practices permitted by fundamental investment restriction (1a) and policy (3a) above last year.) The Tax Exempt Money Market Fund has no present intention of engaging in options or futures transactions. The Investment Company Act of 1940 provides that a "vote of a majority of the outstanding voting securities" of a Fund means the affirmative vote of the lesser of (1) more than 50% of the outstanding shares of a Fund, or (2) 67% or more of the shares present at a meeting if more than 50% of the outstanding shares are represented at the meeting in person or by proxy. FUND CHARGES AND EXPENSES PUTNAM MONEY MARKET FUND MANAGEMENT FEES Under a Management Contract dated December 21, 1988, the Money Market Fund pays a quarterly fee to Putnam Management based on the average net assets of the Money Market Fund, as determined at the close of each business day during the quarter, at an annual rate of 0.5% of the first $100 million of average net assets, 0.4% of the next $100 million, 0.35% of the next $300 million, 0.325% of the next $500 million and 0.30% of any amount over $1 billion. For its 1992 and 1993 fiscal years, and the 1994 fiscal period ended September 30, 1994, pursuant to the Management Contract, the Money Market Fund incurred fees of $2,520,020, $2,363,285 and $3,334,454, respectively. BROKERAGE COMMISSIONS It is anticipated that most purchases and sales of portfolio investments will be with the issuer or with major dealers in money market instruments acting as principal. Accordingly, it is not anticipated that the Money Market Fund will pay significant brokerage commissions. The Money Market Fund incurred no brokerage commissions in fiscal 1992, 1993 or 1994. In underwritten offerings, the price paid by the Money Market Fund includes a disclosed, fixed commission or discount retained by the underwriter. There is generally no stated commission in the case of securities purchased from or sold to dealers, but the prices of such securities usually include an undisclosed dealer's mark-up or mark-down. The Money Market Fund incurred no underwriting commissions in fiscal 1992, 1993 or 1994. ADMINISTRATIVE EXPENSE REIMBURSEMENT The Money Market Fund reimbursed Putnam Management $17,685 for administrative services in fiscal 1994, including $16,303 for the compensation of certain officers of the Money Market Fund and their staff and contributions to the Putnam Investments, Inc. Profit Sharing Retirement Plan for their benefit. QUALIFICATION AND REGISTRATION FEES The Money Market Fund pays all fees for its qualification or registration as an issuer or broker-dealer or for registration of its shares in states in which the Money Market Fund sells its shares, as well as out-of-pocket expenses incurred in connection with such qualifications or registrations. TRUSTEE FEES Each Trustee of the Money Market Fund receives an annual fee of $2,310 and an additional fee for each Trustees' meeting attended. Trustees who are not interested persons of Putnam Management and who serve on committees of the Trustees receive additional fees for attendance at certain committee meetings. The Money Market Fund incurred Trustees' fees aggregating $23,907 in fiscal 1994. OWNERSHIP OF FUND SHARES At October 31, 1994, the officers and Trustees of the Money Market Fund as a group owned less than 1% of the outstanding shares of any class of the Money Market Fund, and to the knowledge of the Money Market Fund no person owned of record or beneficially 5% of more of the shares of any class of the Money Market Fund. No Class M shares of the Money Market Fund were outstanding at October 31, 1994. CLASS A SALES CHARGES AND CONTINGENT DEFERRED SALES CHARGES Class A shares are distributed directly by the Money Market Fund through Putnam Mutual Funds, which acts as principal underwriter for the Money Market Fund. Putnam Mutual Funds does not receive any fee for its services. During fiscal 1993 and 1994, Putnam Mutual Funds received $83,377 and $107,387, respectively, in contingent deferred sales charges upon redemptions of Class A shares of the Money Market Fund. CLASS B CONTINGENT DEFERRED SALES CHARGES AND 12B-1 FEES During fiscal 1992, 1993 and 1994, Putnam Mutual Funds received $3,360, $86,763 and $977,137, respectively, in contingent deferred sales charges upon redemptions of Class B shares of the Money Market Fund. During fiscal 1994, the Money Market Fund incurred $557,530 in 12b-1 fees to Putnam Mutual Funds pursuant to the Money Market Fund's Class B Distribution Plan. INVESTOR SERVICING AND CUSTODY FEES AND EXPENSES During the fiscal period ended September 30, 1994, the Money Market Fund incurred $2,178,345 in fees and out-of-pocket expenses for investor servicing and custody services provided by Putnam Fiduciary Trust Company. The fee paid to Putnam Fiduciary Trust Company is subject to adjustment if the average number of shareholder accounts maintained during the year varies by more than a fixed percentage of the number of accounts maintained at the beginning of the year. PUTNAM TAX EXEMPT MONEY MARKET FUND MANAGEMENT FEES Under a Management Contract dated July 9, 1992, the Tax Exempt Money Market Fund pays a quarterly fee to Putnam Management based on the average net assets of the Tax Exempt Money Market Fund, as determined at the close of each business day during the quarter, at an annual rate of 0.45% of the first $500 million of the Tax Exempt Money Market Fund's average net assets, 0.35% of the next $500 million, 0.30% of the next $500 million and 0.25% of any amount over $1.5 billion. For its 1992, 1993 and 1994 fiscal years, pursuant to the Management Contract (and a management contract in effect prior to July 9, 1992, under which the fee payable to Putnam Management was paid at the annual rate of 0.50% of the Tax Exempt Money Market Fund's average net assets), the Tax Exempt Money Market Fund incurred fees of $190,911, $357,072 and $398,614, respectively. (This reflects a reduction of $275,388 for fiscal 1992, pursuant to an expense limitation in effect during the period, which was terminated as of September 30, 1992). BROKERAGE COMMISSIONS It is anticipated that most purchases and sales of portfolio investments will be with the issuer or with major dealers in money market instruments acting as principal. Accordingly, it is not anticipated that the Tax Exempt Money Market Fund will pay significant brokerage commissions. The Tax Exempt Money Market Fund paid no brokerage commissions in fiscal 1992, 1993 or 1994. In underwritten offerings, the price paid by the Tax Exempt Money Market Fund includes a disclosed, fixed commission or discount retained by the underwriter. There is generally no stated commission in the case of securities purchased from or sold to dealers, but the prices of such securities usually include an undisclosed dealer's mark-up or mark-down. The Tax Exempt Money Market Fund paid no underwriting commissions in fiscal 1992, 1993 or 1994. ADMINISTRATIVE EXPENSE REIMBURSEMENT The Tax Exempt Money Market Fund reimbursed Putnam Management $6,201 for administrative services in fiscal 1994, including $5,740 for the compensation of certain officers of the Tax Exempt Money Market Fund and their staff and contributions to the Putnam Investments, Inc. Profit Sharing Retirement Plan for their benefit. QUALIFICATION AND REGISTRATION FEES The Tax Exempt Money Market Fund pays all fees for its qualification or registration as an issuer or broker-dealer or for registration of its shares in states in connection with such qualifications or registrations. TRUSTEE FEES Each Trustee of the Tax Exempt Money Market Fund receives an annual fee of $630, and an additional fee for each Trustees' meeting attended. Trustees who are not interested persons of Putnam Management and who serve on committees of the Trustees receive additional fees for attendance at certain committee meetings. The Tax Exempt Money Market Fund incurred Trustees' fees aggregating $11,099 in fiscal 1994. OWNERSHIP OF FUND SHARES At October 31, 1994 the officers and Trustees of the Tax Exempt Money Market Fund as a group owned less than 1% of the outstanding shares of the Tax Exempt Money Market Fund, and to the knowledge of the Tax Exempt Money Market Fund no person owned of record or beneficially 5% or more of the shares of the Tax Exempt Money Market Fund. SALES CHARGES AND 12B-1 FEES Shares are distributed directly by the Tax Exempt Money Market Fund through Putnam Mutual Funds, which acts as principal underwriter for the Tax Exempt Money Market Fund. During fiscal 1994, the Tax Exempt Money Market Fund incurred $18,293 in 12b-1 fees to Putnam Mutual Funds pursuant to the Tax Exempt Money Market Fund's Distribution Plan. INVESTOR SERVICING AND CUSTODY FEES AND EXPENSES During the 1994 fiscal year, the Tax Exempt Money Market Fund incurred $65,779 in fees and out-of-pocket expenses for investor servicing and custody services provided by Putnam Fiduciary Trust Company. AMORTIZED COST VALUATION AND DAILY DIVIDENDS The valuation of each Fund's portfolio instruments at amortized cost is permitted in accordance with Securities and Exchange Commission Rule 2a-7 and certain procedures adopted by the Trustees. The amortized cost of an instrument is determined by valuing it at cost originally and thereafter amortizing any discount or premium from its face value at a constant rate until maturity, regardless of the effect of fluctuating interest rates on the market value of the instrument. Although the amortized cost method provides certainty in valuation, it may result at times in determinations of value that are higher or lower than the price a Fund would receive if the instruments were sold. Consequently, in the absence of circumstances described below, changes in the market value of portfolio instruments during periods of rising or falling interest rates will not normally be reflected either in the computation of net asset value of a Fund's portfolio or in the daily computation of net income. Under the procedures adopted by the Trustees, the Funds must maintain a dollar-weighted average portfolio maturity of 90 days or less, purchase only instruments having remaining maturities of 397 days or less and invest in securities determined by the Trustees to be of high quality with minimal credit risks. The Trustees have also established procedures designed to stabilize, to the extent reasonably possible, a Fund's price per share as computed for the purpose of distribution, redemption and repurchase at $1.00. These procedures include review of a Fund's portfolio holdings by the Trustees, at such intervals as they may deem appropriate, to determine whether the Fund's net asset value calculated by using readily available market quotations deviates from $1.00 per share, and, if so, whether such deviation may result in material dilution or is otherwise unfair to existing shareholders. In the event the Trustees determine that such a deviation exists, they will take such corrective action as they regard as necessary and appropriate, including the sale of portfolio instruments prior to maturity to realize capital gains or losses or to shorten the average portfolio maturity; withholding dividends; redemption of shares in kind; or establishing a net asset value per share by using readily available market quotations. Since the net income of a Fund is declared as a dividend each time it is determined, the net asset value per share of that Fund remains at $1.00 per share immediately after such determination and dividend declaration. Any increase in the value of a shareholder's investment in a Fund representing the reinvestment of dividend income is reflected by an increase in the number of shares of that Fund in the shareholder's account on the last business day of each month for the Money Market Fund and on the first day of the next month for the Tax Exempt Money Market Fund. It is expected that a Fund's net income will be positive each time it is determined. However, if because of realized losses on sales of portfolio investments, a sudden rise in interest rates, or for any other reason the net income of a Fund determined at any time is a negative amount, a Fund will offset such amount allocable to each then shareholder's account from dividends accrued during the month with respect to such account. If at the time of payment of a dividend (either at the regular monthly dividend payment date, or, in the case of a shareholder who is withdrawing all or substantially all of the shares in an account, at the time of withdrawal), such negative amount exceeds a shareholder's accrued dividends, the Fund will reduce the number of outstanding shares by treating the shareholder as having contributed to the capital of the Fund that number of full and fractional shares which represent the amount of the excess. Each shareholder is deemed to have agreed to such contribution in these circumstances by his or her investment in the Fund. INVESTMENT PERFORMANCE OF THE FUND STANDARD PERFORMANCE MEASURES PUTNAM MONEY MARKET FUND Based on the seven-day period ended September 30, 1994, the Money Market Fund's yield for Class A shares was 4.21%, and the Money Market Fund's effective yield for Class A shares was 4.30%. Based on the seven-day period ended September 30, 1994, the Money Market Fund's yield for Class B shares was 3.72%, and the Money Market Fund's effective yield for Class B shares was 3.77%. See "Other Performance Information" below for the inception date of each class. No Class M shares of the Money Market Fund were outstanding at September 30, 1994. See "Standard Performance Measures" in Part II of this Statement for information on how the Money Market Fund's investment performance is calculated. PUTNAM TAX EXEMPT MONEY MARKET FUND Based on the seven-day period ended September 30, 1994 the Tax Exempt Money Market Fund's tax-exempt yield was 2.56%, and the Tax Exempt Money Market Fund's tax-exempt effective yield was 2.80%. A shareholder in a 39.60% federal tax bracket would have to earn 4.24% from a taxable investment to produce an after-tax yield equal to the Fund's tax exempt yield of 2.56%. See "Standard Performance Measures" in Part II of this Statement for information on how the Tax Exempt Money Market Fund's investment performance is calculated. PERFORMANCE RATINGS PUTNAM MONEY MARKET FUND For the fiscal period ended September 30, 1994, the Class A shares of the Money Market Fund were ranked 82 of 243 money market funds by Lipper Analytical Services, Inc. For the fiscal period ended September 30, 1994, the Class B shares of the Money Market Fund were not ranked or rated. No Class M shares of the Money Market Fund were outstanding during fiscal 1994. See "Comparison of Portfolio Performance" in Part II of this Statement for information about how these rankings are determined. Past performance is no guarantee of future results. PUTNAM TAX EXEMPT MONEY MARKET FUND For the 1994 fiscal year, the Tax Exempt Money Market Fund was ranked 93 of 120 tax exempt money market funds by Lipper Analytical Services, Inc. See "Comparison of Portfolio Performance" in Part II of this Statement for information about how this ranking is determined. Past performance is no guarantee of future results. OTHER PERFORMANCE INFORMATION The table below shows total return (capital changes plus reinvestment of all distributions) on a hypothetical investment in one share of a Fund during the life of that Fund. This was a period of fluctuating interest rates for the Money Market Fund. The tables do not project the future performance of the Funds. No Class M shares of the Money Market Fund were outstanding during these periods.
PUTNAM MONEY MARKET FUND - CLASS A SHARES CUMULATIVE NET ASSET VALUE DISTRIBUTIONS AT YEAR-END CONSUMER FISCAL FROM NET WITH ALL PRICE INDEX YEAR CUMULA- INVESTMENT DISTRIBUTIONS CUMULA- ENDED ANNUAL TIVE INCOME REINVESTED ANNUAL TIVE - ----------------------------------------------------------------------------------------- 12/31/76 (1) -- +1.1% $0.01114 $1.01 -- +1.0% 12/31/77 +4.3% +5.5 0.04220 1.05 +6.7% +7.8 12/31/78 +6.8 +12.6 0.06574 1.13 +9.0 +17.5 12/31/79 +10.7 +24.6 0.10186 1.25 +13.3 +33.2 12/31/80 +13.2 +41.1 0.12448 1.41 +12.5 +49.8 12/31/81 +17.1 +65.2 0.15912 1.65 +8.9 +63.2 12/31/82 +13.0 +86.6 0.12244 1.87 +3.8 +69.4 12/31/83 +8.7 +102.9 0.08375 2.03 +3.8 +75.9 12/31/84 +10.3 +123.8 0.09859 2.24 +4.0 +82.8 10/31/85 (2) +6.5 +138.4 0.06338 2.38 +3.2 +88.7 10/31/86 +6.6 +154.1 0.06420 2.54 +1.5 +91.5 10/31/87 +5.8 +169.0 0.05681 2.69 +4.5 +100.2 10/31/88 +6.8 +187.1 0.06549 2.87 +4.3 +108.7 10/31/89 +8.9 +212.6 0.08526 3.13 +4.5 +118.1 10/31/90 +7.9 +237.3 0.07644 3.37 +6.3 +131.8 10/31/91 +6.2 +258.1 0.05994 3.58 +2.9 +138.5 10/31/92 +3.6 +270.9 0.03527 3.71 +3.2 +146.2 10/31/93 +2.5 +280.2 0.02466 3.80 +2.8 +153.0 09/30/94 (3) +3.0 +291.7 0.02989 3.92 +2.5 +159.4 ------- Total distributions $1.37066 (1) Investment operations began October 1, 1976. (2) January 1, 1985 - October 31, 1985. (3) November 1, 1993 - September 30, 1994. /TABLE
PUTNAM MONEY MARKET FUND - CLASS B SHARES CUMULATIVE NET ASSET VALUE DISTRIBUTIONS AT YEAR-END CONSUMER FISCAL FROM NET WITH ALL PRICE INDEX YEAR CUMULA- INVESTMENT DISTRIBUTIONS CUMULA- ENDED ANNUAL TIVE INCOME REINVESTED ANNUAL TIVE - ----------------------------------------------------------------------------------------- 10/31/92 (1) -- +1.5% $0.01510 $1.02 -- +1.6% 10/31/93 +2.0% +3.5 0.01959 1.04 +2.8% +4.4 09/30/94 (2) +2.5 +6.2 0.02505 1.06 +2.5 +7.1 -------- Total distributions $0.05974 (1) Class B shares were offered beginning April 27, 1992. (2) November 1, 1993 - September 30, 1994. /TABLE
PUTNAM TAX EXEMPT MONEY MARKET FUND PUTNAM TAX CUMULATIVE EXEMPT NET ASSET VALUE MONEY MARKET DISTRIBUTIONS AT YEAR-END CONSUMER FISCAL FUND FROM NET WITH ALL PRICE INDEX YEAR CUMULA- INVESTMENT DISTRIBUTIONS CUMULA- ENDED ANNUAL TIVE INCOME REINVESTED ANNUAL TIVE - ------------------------------------------------------------------------------------------------------- 09/30/88(1) -- +4.4% $0.04263 $1.04 -- +3.9% 09/30/89 +5.9% +10.5 0.05767 1.11 +4.3% +8.4 09/30/90 +5.6 +16.7 0.05468 1.17 +6.2 +15.1 09/30/91 +4.7 +22.3 0.04643 1.22 +3.4 +19.0 09/30/92 +3.0 +25.9 0.02975 1.26 +3.0 +22.6 09/30/93 +1.9 +28.3 0.01835 1.28 +2.7 +25.9 09/30/94 +1.9 +30.8 0.01915 1.31 +3.0 +29.6 Total distributions $0.26866 (1) Investment operations began October 26, 1987. /TABLE The tables are not adjusted for any taxes payable on reinvested distributions or, in the case of the Money Market Fund, for any contingent deferred sales charges which would be applied upon redemption of Class B shares. The total values for the Funds as of the end of each period reflect reinvestment of all distributions and all changes in net asset value. The Consumer Price Index, prepared by the U.S. Bureau of Labor Statistics, is a commonly used measure of the rate of inflation. The index shows the average change in the cost of selected consumer goods and services and does not represent a return on an investment vehicle. From time to time a Fund may compare its performance to Bank Passbook Savings Accounts, Bank Money Market Accounts or Certificates of Deposit. Unlike an investment in the Funds, these investments may be federally insured and thus there is less risk of loss of principal. Also unlike the Funds, these investments may pay a guaranteed yield for a given period of time, provided that the investor does not withdraw funds before maturity. The yield of a Fund is not fixed and will fluctuate over time. Consequently, no yield quotation should be considered as representative of what the yield of a Fund may be for any specified period in the future. In addition, the maturity of these investments may differ from the average maturity of a Fund's portfolio, which will in turn affect the yield.
EQUIVALENT YIELDS: TAX-EXEMPT VERSUS TAXABLE SECURITIES The table below shows the effect of the tax status of Tax Exempt Securities on the effective yield received by their individual holders under the federal income tax laws expected to be in effect for 1995. It gives the approximate yield a taxable security must earn at various income levels to produce after-tax yields equivalent to those of tax-exempt securities yielding from 3.0% to 8.0%. - ----------------------------------------------------------------------------------------- MARGINAL TAXABLE INCOME* FEDERAL TAX-EXEMPT YIELD ------------------------ INCOME ------------------------------------ TAX JOINT SINGLE RATE** 3% 4% 5% 6% 7% 8% - ----------------------------------------------------------------------------------------- EQUIVALENT TAXABLE YIELD $0-38,000 $0-22,750 15.0% 3.5% 4.7% 5.9% 7.0% 8.2% 9.4% 38,001-91,850 22,751-55,100 28.0 4.2 5.6 6.9 8.3 9.7 11.1 91,851-140,000 *** 55,101-115,000 *** 31.0 4.3 5.8 7.3 8.7 10.1 11.6 140,001-250,000 *** 115,001-250,000 *** 36.0 4.7 6.3 7.8 9.4 10.9 12.5 over 250,000 *** over 250,000 *** 39.6 5.0 6.6 8.3 9.9 11.6 13.3 - ------------------------------------------------------------------------------------------ * This amount represents taxable income as defined in the Internal Revenue Code of 1986, as amended (the "Code"). ** These rates are the marginal federal income tax rates on taxable income expected to be in effect for 1995 under the Code. *** The amount of taxable income in this bracket may be affected by the phase-out of personal exemptions and the limitation on itemized deductions under the Code. Of course, there is no assurance that the Funds will achieve any specific tax-exempt yield. While it is expected that the Funds will invest principally in obligations which pay interest exempt from federal income tax, other income received by the Funds may be taxable. The table does not take into account any state or local taxes payable on Fund distributions. /TABLE ADDITIONAL OFFICERS OF THE FUNDS In addition to the persons listed as officers of the Funds in Part II of this Statement, the following persons are also officers of the Funds. Officers of Putnam Management hold the same offices in Putnam Management's parent company, Putnam Investments, Inc. GARY N. COBURN, Vice President. Senior Managing Director of Putnam Management. Director, Putnam Investments, Inc. Vice President of certain of the Putnam funds. LINDSEY M. CALLEN, Vice President. Vice President of Putnam Management. Vice President of certain of the Putnam funds. WILLIAM F. MCGUE, Vice President. Senior Vice President of Putnam Management. Vice President of certain of the Putnam funds. INDEPENDENT ACCOUNTANTS AND FINANCIAL STATEMENTS PUTNAM MONEY MARKET FUND Price Waterhouse LLP, 160 Federal Street, Boston, MA 02110, are the Money Market Fund's independent accountants, providing audit services, tax return review and other tax consulting services and assistance and consultation in connection with the review of various Securities and Exchange Commission filings. The Report of Independent Accountants and financial statements included in the Money Market Fund's Annual Report for the fiscal period ended September 30, 1994, filed electronically on November 7, 1994 (811-2608), are incorporated by reference into this Statement of Additional Information. The financial highlights in the Prospectus and the financial statements incorporated by reference into the Prospectus and the Statement of Additional Information have been so included and incorporated in reliance upon the report of the independent accountants, given on their authority as experts in auditing and accounting. PUTNAM TAX EXEMPT MONEY MARKET FUND Coopers & Lybrand L.L.P., One Post Office Square, Boston, MA 02109 are the Tax Exempt Money Market Fund's independent accountants, providing audit services, tax return review services and other tax consulting services and assistance and consultation in connection with the review of various Securities and Exchange Commission filings. The Report of Independent Accountants and financial statements included in the Tax Exempt Money Market Fund's Annual Report for the fiscal year ended September 30, 1994, filed electronically on November 16, 1994 (811-5215), are incorporated by reference into this Statement of Additional Information. The financial highlights in the Prospectus and the financial statements incorporated by reference into the Prospectus and the Statement of Additional Information have been so included and incorporated in reliance upon the reports of the independent accountants, given on their authority as experts in auditing and accounting. TABLE OF CONTENTS MISCELLANEOUS INVESTMENT PRACTICES . . . . . . . . . . . . . . . . . . II-1 TAXES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .II-22 MANAGEMENT OF THE FUND . . . . . . . . . . . . . . . . . . . . . . . .II-27 DETERMINATION OF NET ASSET VALUE . . . . . . . . . . . . . . . . . . .II-36 HOW TO BUY SHARES. . . . . . . . . . . . . . . . . . . . . . . . . . .II-38 DISTRIBUTION PLAN. . . . . . . . . . . . . . . . . . . . . . . . . . .II-49 INVESTOR SERVICES. . . . . . . . . . . . . . . . . . . . . . . . . . .II-50 SIGNATURE GUARANTEES . . . . . . . . . . . . . . . . . . . . . . . . .II-56 SUSPENSION OF REDEMPTIONS. . . . . . . . . . . . . . . . . . . . . . .II-56 SHAREHOLDER LIABILITY. . . . . . . . . . . . . . . . . . . . . . . . .II-57 STANDARD PERFORMANCE MEASURES. . . . . . . . . . . . . . . . . . . . .II-57 COMPARISON OF PORTFOLIO PERFORMANCE. . . . . . . . . . . . . . . . . .II-58 DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .II-63 THE PUTNAM FUNDS STATEMENT OF ADDITIONAL INFORMATION PART II The following information applies generally to your Fund and to the other Putnam funds. In certain cases the discussion applies to some but not all of the funds or their shareholders, and you should refer to your Prospectus to determine whether the matter is applicable to you or your Fund. You will also be referred to Part I for certain information applicable to your particular Fund. Shareholders who purchase shares at net asset value through employer-sponsored defined contribution plans should also consult their employer for information about the extent to which the matters described below apply to them. MISCELLANEOUS INVESTMENT PRACTICES YOUR FUND'S PROSPECTUS STATES WHICH OF THE FOLLOWING INVESTMENT PRACTICES ARE AVAILABLE TO YOUR FUND. THE FACT THAT YOUR FUND IS AUTHORIZED TO ENGAGE IN A PARTICULAR PRACTICE DOES NOT NECESSARILY MEAN THAT IT WILL ACTUALLY DO SO. YOU SHOULD DISREGARD ANY PRACTICE DESCRIBED BELOW WHICH IS NOT MENTIONED IN THE PROSPECTUS. SHORT-TERM TRADING In seeking the Fund's objective, Putnam Management will buy or sell portfolio securities whenever Putnam Management believes it appropriate to do so. In deciding whether to sell a portfolio security, Putnam Management does not consider how long the Fund has owned the security. From time to time the Fund will buy securities intending to seek short-term trading profits. A change in the securities held by the Fund is known as "portfolio turnover" and generally involves some expense to the Fund. These expenses may include brokerage commissions or dealer mark-ups and other transaction costs on both the sale of securities and the reinvestment of the proceeds in other securities. If sales of portfolio securities cause the Fund to realize net short-term capital gains, such gains will be taxable as ordinary income. As a result of the Fund's investment policies, under certain market conditions the Fund's portfolio turnover rate may be higher than that of other mutual funds. Portfolio turnover rate for a fiscal year is the ratio of the lesser of purchases or sales of portfolio securities to the monthly average of the value of portfolio securities -- excluding securities whose maturities at acquisition were one year or less. The Fund's portfolio turnover rate is not a limiting factor when Putnam Management considers a change in the Fund's portfolio. LOWER-RATED SECURITIES The Fund may invest in lower-rated fixed-income securities (commonly known as "junk bonds"), to the extent described in the Prospectus. The lower ratings of certain securities held by the Fund reflect a greater possibility that adverse changes in the financial condition of the issuer or in general economic conditions, or both, or an unanticipated rise in interest rates, may impair the ability of the issuer to make payments of interest and principal. The inability (or perceived inability) of issuers to make timely payment of interest and principal would likely make the values of securities held by the Fund more volatile and could limit the Fund's ability to sell its securities at prices approximating the values the Fund had placed on such securities. In the absence of a liquid trading market for securities held by it, the Fund may be unable at times to establish the fair value of such securities. The rating assigned to a security by Moody's Investors Service, Inc. or Standard & Poor's Corporation (or by any other nationally recognized securities rating organization) does not reflect an assessment of the volatility of the security's market value or the liquidity of an investment in the security. See the Prospectus or Part I of this Statement for a description of security ratings. Like those of other fixed-income securities, the values of lower-rated securities fluctuate in response to changes in interest rates. Thus, a decrease in interest rates will generally result in an increase in the value of the Fund's assets. Conversely, during periods of rising interest rates, the value of the Fund's assets will generally decline. In addition, the values of such securities are also affected by changes in general economic conditions and business conditions affecting the specific industries of their issuers. Changes by recognized rating services in their ratings of any fixed-income security and in the ability of an issuer to make payments of interest and principal may also affect the value of these investments. Changes in the value of portfolio securities generally will not affect cash income derived from such securities, but will affect the Fund's net asset value. The Fund will not necessarily dispose of a security when its rating is reduced below its rating at the time of purchase, although Putnam Management will monitor the investment to determine whether its retention will assist in meeting the Fund's investment objective. At times, a substantial portion of the Fund's assets may be invested in securities as to which the Fund, by itself or together with other funds and accounts managed by Putnam Management and its affiliates, holds a major portion or all of such securities. Although Putnam Management generally considers such securities to be liquid because of the availability of an institutional market for such securities, it is possible that, under adverse market or economic conditions or in the event of adverse changes in the financial condition of the issuer, the Fund could find it more difficult to sell such securities when Putnam Management believes it advisable to do so or may be able to sell such securities only at prices lower than if such securities were more widely held. Under such circumstances, it may also be more difficult to determine the fair value of such securities for purposes of computing the Fund's net asset value. In order to enforce its rights in the event of a default under such securities, the Fund may be required to take possession of and manage assets securing the issuer's obligations on such securities, which may increase the Fund's operating expenses and adversely affect the Fund's net asset value. In the case of tax-exempt funds, any income derived from the Fund's ownership or operation of such assets would not be tax-exempt. In addition, the Fund's intention to qualify as a "regulated investment company" under the Internal Revenue Code may limit the extent to which the Fund may exercise its rights by taking possession of such assets. Certain securities held by the Fund may permit the issuer at its option to "call", or redeem, its securities. If an issuer were to redeem securities held by the Fund during a time of declining interest rates, the Fund may not be able to reinvest the proceeds in securities providing the same investment return as the securities redeemed. If the Fund's Prospectus describes so-called "zero-coupon" bonds and "payment-in-kind" bonds as possible investments, the Fund may invest without limit in such bonds unless otherwise specified in the Prospectus. Zero-coupon bonds are issued at a significant discount from their principal amount in lieu of paying interest periodically. Payment-in-kind bonds allow the issuer, at its option, to make current interest payments on the bonds either in cash or in additional bonds. Because zero-coupon bonds do not pay current interest, their value is subject to greater fluctuation in response to changes in market interest rates than bonds which pay interest currently. Both zero-coupon and payment-in-kind bonds allow an issuer to avoid the need to generate cash to meet current interest payments. Accordingly, such bonds may involve greater credit risks than bonds paying interest currently. Even though such bonds do not pay current interest in cash, the Fund is nonetheless required to accrue interest income on such investments and to distribute such amounts at least annually to shareholders. Thus, the Fund could be required at times to liquidate investments in order to satisfy its dividend requirements. The amount of information about the financial condition of an issuer of tax exempt securities may not be as extensive as that which is made available by corporations whose securities are publicly traded. Therefore, to the extent the Fund invests in tax exempt securities in the lower rating categories, the achievement of the Fund's goals is more dependent on Putnam Management's investment analysis than would be the case if the Fund were investing in securities in the higher rating categories. INVESTMENTS IN MISCELLANEOUS FIXED INCOME SECURITIES Unless otherwise specified in the Prospectus or elsewhere in this Statement of Additional Information, if the Fund may invest in inverse floating obligations and premium securities, it may do so without limit. The Fund, however, currently does not intend to invest more than 15% of its assets in inverse floating obligations under normal market conditions. SECURITIES LOANS The Fund may make secured loans of its portfolio securities, on either a short-term or long-term basis, amounting to not more than 25% of its total assets, thereby realizing additional income. The risks in lending portfolio securities, as with other extensions of credit, consist of possible delay in recovery of the securities or possible loss of rights in the collateral should the borrower fail financially. As a matter of policy, securities loans are made to broker-dealers pursuant to agreements requiring that loans be continuously secured by collateral consisting of cash or short-term debt obligations at least equal at all times to the value of the securities on loan, "marked-to-market" daily. The borrower pays to the Fund an amount equal to any dividends or interest received on securities lent. The Fund retains all or a portion of the interest received on investment of the cash collateral or receives a fee from the borrower. Although voting rights, or rights to consent, with respect to the loaned securities pass to the borrower, the Fund retains the right to call the loans at any time on reasonable notice, and it will do so to enable the Fund to exercise voting rights on any matters materially affecting the investment. The Fund may also call such loans in order to sell the securities. FORWARD COMMITMENTS The Fund may enter into contracts to purchase securities for a fixed price at a future date beyond customary settlement time ("forward commitments") if the Fund holds, and maintains until the settlement date in a segregated account, cash or high-grade debt obligations in an amount sufficient to meet the purchase price, or if the Fund enters into offsetting contracts for the forward sale of other securities it owns. In the case of to-be- announced ("TBA") purchase commitments, the unit price and the estimated principal amount are established when the Fund enters into a contract, with the actual principal amount being within a specified range of the estimate. Forward commitments may be considered securities in themselves, and involve a risk of loss if the value of the security to be purchased declines prior to the settlement date, which risk is in addition to the risk of decline in the value of the Fund's other assets. Where such purchases are made through dealers, the Fund relies on the dealer to consummate the sale. The dealer's failure to do so may result in the loss to the Fund of an advantageous yield or price. Although the Fund will generally enter into forward commitments with the intention of acquiring securities for its portfolio or for delivery pursuant to options contracts it has entered into, the Fund may dispose of a commitment prior to settlement if Putnam Management deems it appropriate to do so. The Fund may realize short-term profits or losses upon the sale of forward commitments. The Fund may enter into TBA sale commitments to hedge its portfolio positions or to sell mortgage-backed securities it owns under delayed delivery arrangements. Proceeds of TBA sale commitments are not received until the contractual settlement date. During the time a TBA sale commitment is outstanding, equivalent deliverable securities, or an offsetting TBA purchase commitment deliverable on or before the sale commitment date, are held as "cover" for the transaction. Unsettled TBA sale commitments are valued at current market value of the underlying securities. If the TBA sale commitment is closed through the acquisition of an offsetting purchase commitment, the Fund realizes a gain or loss on the commitment without regard to any unrealized gain or loss on the underlying security. If the Fund delivers securities under the commitment, the Fund realizes a gain or loss from the sale of the securities based upon the unit price established at the date the commitment was entered into. REPURCHASE AGREEMENTS The Fund may enter into repurchase agreements up to the limit specified in the Prospectus. A repurchase agreement is a contract under which the Fund acquires a security for a relatively short period (usually not more than one week) subject to the obligation of the seller to repurchase and the Fund to resell such security at a fixed time and price (representing the Fund's cost plus interest). It is the Fund's present intention to enter into repurchase agreements only with commercial banks and registered broker-dealers and only with respect to obligations of the U.S. government or its agencies or instrumentalities. Repurchase agreements may also be viewed as loans made by the Fund which are collateralized by the securities subject to repurchase. Putnam Management will monitor such transactions to ensure that the value of the underlying securities will be at least equal at all times to the total amount of the repurchase obligation, including the interest factor. If the seller defaults, the Fund could realize a loss on the sale of the underlying security to the extent that the proceeds of sale including accrued interest are less than the resale price provided in the agreement including interest. In addition, if the seller should be involved in bankruptcy or insolvency proceedings, the Fund may incur delay and costs in selling the underlying security or may suffer a loss of principal and interest if the Fund is treated as an unsecured creditor and required to return the underlying collateral to the seller's estate. Pursuant to an exemptive order issued by the Securities and Exchange Commission, the Fund may transfer uninvested cash balances into a joint account, along with cash of other Putnam funds and certain other accounts. These balances may be invested in one or more repurchase agreements and/or short-term money market instruments. OPTIONS ON SECURITIES WRITING COVERED OPTIONS. The Fund may write covered call options and covered put options on optionable securities held in its portfolio, when in the opinion of Putnam Management such transactions are consistent with the Fund's investment objectives and policies. Call options written by the Fund give the purchaser the right to buy the underlying securities from the Fund at a stated exercise price; put options give the purchaser the right to sell the underlying securities to the Fund at a stated price. The Fund may write only covered options, which means that, so long as the Fund is obligated as the writer of a call option, it will own the underlying securities subject to the option (or comparable securities satisfying the cover requirements of securities exchanges). In the case of put options, the Fund will hold cash and/or high-grade short-term debt obligations equal to the price to be paid if the option is exercised. In addition, the Fund will be considered to have covered a put or call option if and to the extent that it holds an option that offsets some or all of the risk of the option it has written. The Fund may write combinations of covered puts and calls on the same underlying security. The Fund will receive a premium from writing a put or call option, which increases the Fund's return on the underlying security in the event the option expires unexercised or is closed out at a profit. The amount of the premium reflects, among other things, the relationship between the exercise price and the current market value of the underlying security, the volatility of the underlying security, the amount of time remaining until expiration, current interest rates, and the effect of supply and demand in the options market and in the market for the underlying security. By writing a call option, the Fund limits its opportunity to profit from any increase in the market value of the underlying security above the exercise price of the option but continues to bear the risk of a decline in the value of the underlying security. By writing a put option, the Fund assumes the risk that it may be required to purchase the underlying security for an exercise price higher than its then-current market value, resulting in a potential capital loss unless the security subsequently appreciates in value. The Fund may terminate an option that it has written prior to its expiration by entering into a closing purchase transaction, in which it purchases an offsetting option. The Fund realizes a profit or loss from a closing transaction if the cost of the transaction (option premium plus transaction costs) is less or more than the premium received from writing the option. Because increases in the market price of a call option generally reflect increases in the market price of the security underlying the option, any loss resulting from a closing purchase transaction may be offset in whole or in part by unrealized appreciation of the underlying security owned by the Fund. If the Fund writes a call option but does not own the underlying security, and when it writes a put option, the Fund may be required to deposit cash or securities with its broker as "margin", or collateral, for its obligation to buy or sell the underlying security. As the value of the underlying security varies, the Fund may have to deposit additional margin with the broker. Margin requirements are complex and are fixed by individual brokers, subject to minimum requirements currently imposed by the Federal Reserve Board and by stock exchanges and other self-regulatory organizations. PURCHASING PUT OPTIONS. The Fund may purchase put options to protect its portfolio holdings in an underlying security against a decline in market value. Such protection is provided during the life of the put option since the Fund, as holder of the option, is able to sell the underlying security at the put exercise price regardless of any decline in the underlying security's market price. In order for a put option to be profitable, the market price of the underlying security must decline sufficiently below the exercise price to cover the premium and transaction costs. By using put options in this manner, the Fund will reduce any profit it might otherwise have realized from appreciation of the underlying security by the premium paid for the put option and by transaction costs. PURCHASING CALL OPTIONS. The Fund may purchase call options to hedge against an increase in the price of securities that the Fund wants ultimately to buy. Such hedge protection is provided during the life of the call option since the Fund, as holder of the call option, is able to buy the underlying security at the exercise price regardless of any increase in the underlying security's market price. In order for a call option to be profitable, the market price of the underlying security must rise sufficiently above the exercise price to cover the premium and transaction costs. RISK FACTORS IN OPTIONS TRANSACTIONS The successful use of the Fund's options strategies depends on the ability of Putnam Management to forecast correctly interest rate and market movements. For example, if the Fund were to write a call option based on Putnam Management's expectation that the price of the underlying security would fall, but the price were to rise instead, the Fund could be required to sell the security upon exercise at a price below the current market price. Similarly, if the Fund were to write a put option based on Putnam Management's expectation that the price of the underlying security would rise, but the price were to fall instead, the Fund could be required to purchase the security upon exercise at a price higher than the current market price. When the Fund purchases an option, it runs the risk that it will lose its entire investment in the option in a relatively short period of time, unless the Fund exercises the option or enters into a closing sale transaction before the option's expiration. If the price of the underlying security does not rise (in the case of a call) or fall (in the case of a put) to an extent sufficient to cover the option premium and transaction costs, the Fund will lose part or all of its investment in the option. This contrasts with an investment by the Fund in the underlying security, since the Fund will not realize a loss if the security's price does not change. The effective use of options also depends on the Fund's ability to terminate option positions at times when Putnam Management deems it desirable to do so. There is no assurance that the Fund will be able to effect closing transactions at any particular time or at an acceptable price. If a secondary market in options were to become unavailable, the Fund could no longer engage in closing transactions. Lack of investor interest might adversely affect the liquidity of the market for particular options or series of options. A market may discontinue trading of a particular option or options generally. In addition, a market could become temporarily unavailable if unusual events -- such as volume in excess of trading or clearing capability -- were to interrupt its normal operations. A market may at times find it necessary to impose restrictions on particular types of options transactions, such as opening transactions. For example, if an underlying security ceases to meet qualifications imposed by the market or the Options Clearing Corporation, new series of options on that security will no longer be opened to replace expiring series, and opening transactions in existing series may be prohibited. If an options market were to become unavailable, the Fund as a holder of an option would be able to realize profits or limit losses only by exercising the option, and the Fund, as option writer, would remain obligated under the option until expiration or exercise. Disruptions in the markets for the securities underlying options purchased or sold by the Fund could result in losses on the options. If trading is interrupted in an underlying security, the trading of options on that security is normally halted as well. As a result, the Fund as purchaser or writer of an option will be unable to close out its positions until options trading resumes, and it may be faced with considerable losses if trading in the security reopens at a substantially different price. In addition, the Options Clearing Corporation or other options markets may impose exercise restrictions. If a prohibition on exercise is imposed at the time when trading in the option has also been halted, the Fund as purchaser or writer of an option will be locked into its position until one of the two restrictions has been lifted. If the Options Clearing Corporation were to determine that the available supply of an underlying security appears insufficient to permit delivery by the writers of all outstanding calls in the event of exercise, it may prohibit indefinitely the exercise of put options. The Fund, as holder of such a put option, could lose its entire investment if the prohibition remained in effect until the put option's expiration. Special risks are presented by internationally-traded options. Because of time differences between the United States and various foreign countries, and because different holidays are observed in different countries, foreign options markets may be open for trading during hours or on days when U.S. markets are closed. As a result, option premiums may not reflect the current prices of the underlying interest in the United States. Over-the-counter ("OTC") options purchased by the Fund and assets held to cover OTC options written by the Fund may, under certain circumstances, be considered illiquid securities for purposes of any limitation on the Fund's ability to invest in illiquid securities. FUTURES CONTRACTS AND RELATED OPTIONS Subject to applicable law, and unless otherwise specified in the Prospectus, the Fund may invest without limit in the types of futures contracts and related options identified in the Prospectus. A financial futures contract sale creates an obligation by the seller to deliver the type of financial instrument called for in the contract in a specified delivery month for a stated price. A financial futures contract purchase creates an obligation by the purchaser to take delivery of the type of financial instrument called for in the contract in a specified delivery month at a stated price. The specific instruments delivered or taken, respectively, at settlement date are not determined until on or near that date. The determination is made in accordance with the rules of the exchange on which the futures contract sale or purchase was made. Futures contracts are traded in the United States only on commodity exchanges or boards of trade -- known as "contract markets" -- approved for such trading by the Commodity Futures Trading Commission (the "CFTC"), and must be executed through a futures commission merchant or brokerage firm which is a member of the relevant contract market. Although futures contracts (other than index futures) by their terms call for actual delivery or acceptance of commodities or securities, in most cases the contracts are closed out before the settlement date without the making or taking of delivery. Closing out a futures contract sale is effected by purchasing a futures contract for the same aggregate amount of the specific type of financial instrument or commodity with the same delivery date. If the price of the initial sale of the futures contract exceeds the price of the offsetting purchase, the seller is paid the difference and realizes a gain. Conversely, if the price of the offsetting purchase exceeds the price of the initial sale, the seller realizes a loss. Similarly, the closing out of a futures contract purchase is effected by the purchaser's entering into a futures contract sale. If the offsetting sale price exceeds the purchase price, the purchaser realizes a gain, and if the purchase price exceeds the offsetting sale price, he realizes a loss. In general 40% of the gain or loss arising from the closing out of a futures contract traded on an exchange approved by the CFTC is treated as short-term gain or loss, and 60% is treated as long-term gain or loss. Unlike when the Fund purchases or sells a security, no price is paid or received by the Fund upon the purchase or sale of a futures contract. Upon entering into a contract, the Fund is required to deposit with its custodian in a segregated account in the name of the futures broker an amount of cash and/or U.S. Government Securities. This amount is known as "initial margin." The nature of initial margin in futures transactions is different from that of margin in security transactions in that futures contract margin does not involve the borrowing of funds to finance the transactions. Rather, initial margin is similar to a performance bond or good faith deposit which is returned to the Fund upon termination of the futures contract, assuming all contractual obligations have been satisfied. Futures contracts also involve brokerage costs. Subsequent payments, called "variation margin" or "maintenance margin", to and from the broker (or the custodian) are made on a daily basis as the price of the underlying security or commodity fluctuates, making the long and short positions in the futures contract more or less valuable, a process known as "marking to the market." For example, when the Fund has purchased a futures contract on a security and the price of the underlying security has risen, that position will have increased in value and the Fund will receive from the broker a variation margin payment based on that increase in value. Conversely, when the Fund has purchased a security futures contract and the price of the underlying security has declined, the position would be less valuable and the Fund would be required to make a variation margin payment to the broker. The Fund may elect to close some or all of its futures positions at any time prior to their expiration in order to reduce or eliminate a hedge position then currently held by the Fund. The Fund may close its positions by taking opposite positions which will operate to terminate the Fund's position in the futures contracts. Final determinations of variation margin are then made, additional cash is required to be paid by or released to the Fund, and the Fund realizes a loss or a gain. Such closing transactions involve additional commission costs. OPTIONS ON FUTURES CONTRACTS. The Fund may purchase and write call and put options on futures contracts it may buy or sell and enter into closing transactions with respect to such options to terminate existing positions. Options on future contracts give the purchaser the right in return for the premium paid to assume a position in a futures contract at the specified option exercise price at any time during the period of the option. The Fund may use options on futures contracts in lieu of writing or buying options directly on the underlying securities or purchasing and selling the underlying futures contracts. For example, to hedge against a possible decrease in the value of its portfolio securities, the Fund may purchase put options or write call options on futures contracts rather than selling futures contracts. Similarly, the Fund may purchase call options or write put options on futures contracts as a substitute for the purchase of futures contracts to hedge against a possible increase in the price of securities which the Fund expects to purchase. Such options generally operate in the same manner as options purchased or written directly on the underlying investments. As with options on securities, the holder or writer of an option may terminate his position by selling or purchasing an offsetting option. There is no guarantee that such closing transactions can be effected. The Fund will be required to deposit initial margin and maintenance margin with respect to put and call options on futures contracts written by it pursuant to brokers' requirements similar to those described above in connection with the discussion of futures contracts. RISKS OF TRANSACTIONS IN FUTURES CONTRACTS AND RELATED OPTIONS. Successful use of futures contracts by the Fund is subject to Putnam Management's ability to predict movements in the direction of interest rates and other factors affecting securities markets. For example, if the Fund has hedged against the possibility of decline in the values of its investments and the values of its investments increase instead, the Fund will lose part or all of the benefit of the increase through payments of daily maintenance margin. The Fund may have to sell investments at a time when it may be disadvantageous to do so in order to meet margin requirements. Compared to the purchase or sale of futures contracts, the purchase of call or put options on futures contracts involves less potential risk to the Fund because the maximum amount at risk is the premium paid for the options (plus transaction costs). However, there may be circumstances when the purchase of a call or put option on a futures contract would result in a loss to the Fund when the purchase or sale of a futures contract would not, such as when there is no movement in the prices of the hedged investments. The writing of an option on a futures contract involves risks similar to those risks relating to the sale of futures contracts. There is no assurance that higher than anticipated trading activity or other unforeseen events might not, at times, render certain market clearing facilities inadequate, and thereby result in the institution by exchanges of special procedures which may interfere with the timely execution of customer orders. To reduce or eliminate a hedge position held by the Fund, the Fund may seek to close out a position. The ability to establish and close out positions will be subject to the development and maintenance of a liquid secondary market. It is not certain that this market will develop or continue to exist for a particular futures contract or option. Reasons for the absence of a liquid secondary market on an exchange include the following: (i) there may be insufficient trading interest in certain contracts or options; (ii) restrictions may be imposed by an exchange on opening transactions or closing transactions or both; (iii) trading halts, suspensions or other restrictions may be imposed with respect to particular classes or series of contracts or options, or underlying securities; (iv) unusual or unforeseen circumstances may interrupt normal operations on an exchange; (v) the facilities of an exchange or a clearing corporation may not at all times be adequate to handle current trading volume; or (vi) one or more exchanges could, for economic or other reasons, decide or be compelled at some future date to discontinue the trading of contracts or options (or a particular class or series of contracts or options), in which event the secondary market on that exchange for such contracts or options (or in the class or series of contracts or options) would cease to exist, although outstanding contracts or options on the exchange that had been issued by a clearing corporation as a result of trades on that exchange would continue to be exercisable in accordance with their terms. U.S. TREASURY SECURITY FUTURES CONTRACTS AND OPTIONS. If the Fund invests in tax-exempt securities issued by a governmental entity, the Fund may purchase and sell futures contracts and related options on U.S. Treasury securities when, in the opinion of Putnam Management, price movements in Treasury security futures and related options will correlate closely with price movements in the tax-exempt securities which are the subject of the hedge. U.S. Treasury security futures contracts require the seller to deliver, or the purchaser to take delivery of, the type of U.S. Treasury security called for in the contract at a specified date and price. Options on U.S. Treasury security futures contracts give the purchaser the right in return for the premium paid to assume a position in a U.S. Treasury security futures contract at the specified option exercise price at any time during the period of the option. Successful use of U.S. Treasury security futures contracts by the Fund is subject to Putnam Management's ability to predict movements in the direction of interest rates and other factors affecting markets for debt securities. For example, if the Fund has sold U.S. Treasury security futures contracts in order to hedge against the possibility of an increase in interest rates which would adversely affect tax-exempt securities held in its portfolio, and the prices of the Fund's tax-exempt securities increase instead as a result of a decline in interest rates, the Fund will lose part or all of the benefit of the increased value of its securities which it has hedged because it will have offsetting losses in its futures positions. In addition, in such situations, if the Fund has insufficient cash, it may have to sell securities to meet daily maintenance margin requirements at a time when it may be disadvantageous to do so. There is also a risk that price movements in U.S. Treasury security futures contracts and related options will not correlate closely with price movements in markets for tax-exempt securities. For example, if the Fund has hedged against a decline in the values of tax-exempt securities held by it by selling Treasury security futures and the values of Treasury securities subsequently increase while the values of its tax-exempt securities decrease, the Fund would incur losses on both the Treasury security futures contracts written by it and the tax-exempt securities held in its portfolio. Putnam Management will seek to reduce this risk by monitoring movements in markets for U.S. Treasury security futures and options and for tax-exempt securities closely. The Fund will only purchase or sell Treasury security futures or related options when, in the opinion of Putnam Management, price movements in Treasury security futures and related options will correlate closely with price movements in tax-exempt securities in which the Fund invests. INDEX FUTURES CONTRACTS. An index futures contract is a contract to buy or sell units of an index at a specified future date at a price agreed upon when the contract is made. Entering into a contract to buy units of an index is commonly referred to as buying or purchasing a contract or holding a long position in the index. Entering into a contract to sell units of an index is commonly referred to as selling a contract or holding a short position. A unit is the current value of the index. The Fund may enter into stock index futures contracts, debt index futures contracts, or other index futures contracts appropriate to its objective. The Fund may also purchase and sell options on index futures contracts. For example, the Standard & Poor's Composite 500 Stock Price Index ("S&P 500") is composed of 500 selected common stocks, most of which are listed on the New York Stock Exchange. The S&P 500 assigns relative weightings to the common stocks included in the Index, and the value fluctuates with changes in the market values of those common stocks. In the case of the S&P 500, contracts are to buy or sell 500 units. Thus, if the value of the S&P 500 were $150, one contract would be worth $75,000 (500 units x $150). The stock index futures contract specifies that no delivery of the actual stocks making up the index will take place. Instead, settlement in cash must occur upon the termination of the contract, with the settlement being the difference between the contract price and the actual level of the stock index at the expiration of the contract. For example, if the Fund enters into a futures contract to buy 500 units of the S&P 500 at a specified future date at a contract price of $150 and the S&P 500 is at $154 on that future date, the Fund will gain $2,000 (500 units x gain of $4). If the Fund enters into a futures contract to sell 500 units of the stock index at a specified future date at a contract price of $150 and the S&P 500 is at $152 on that future date, the Fund will lose $1,000 (500 units x loss of $2). There are several risks in connection with the use by the Fund of index futures as a hedging device. One risk arises because of the imperfect correlation between movements in the prices of the index futures and movements in the prices of securities which are the subject of the hedge. Putnam Management will, however, attempt to reduce this risk by buying or selling, to the extent possible, futures on indices the movements of which will, in its judgment, have a significant correlation with movements in the prices of the securities sought to be hedged. Successful use of index futures by the Fund for hedging purposes is also subject to Putnam Management's ability to predict movements in the direction of the market. It is possible that, where the Fund has sold futures to hedge its portfolio against a decline in the market, the index on which the futures are written may advance and the value of securities held in the Fund's portfolio may decline. If this occurred, the Fund would lose money on the futures and also experience a decline in value in its portfolio securities. It is also possible that, if the Fund has hedged against the possibility of a decline in the market adversely affecting securities held in its portfolio and securities prices increase instead, the Fund will lose part or all of the benefit of the increased value of those securities it has hedged because it will have offsetting losses in its futures positions. In addition, in such situations, if the Fund has insufficient cash, it may have to sell securities to meet daily variation margin requirements at a time when it is disadvantageous to do so. In addition to the possibility that there may be an imperfect correlation, or no correlation at all, between movements in the index futures and the portion of the portfolio being hedged, the prices of index futures may not correlate perfectly with movements in the underlying index due to certain market distortions. First, all participants in the futures market are subject to margin deposit and maintenance requirements. Rather than meeting additional margin deposit requirements, investors may close futures contracts through offsetting transactions which could distort the normal relationship between the index and futures markets. Second, margin requirements in the futures market are less onerous than margin requirements in the securities market, and as a result the futures market may attract more speculators than the securities market does. Increased participation by speculators in the futures market may also cause temporary price distortions. Due to the possibility of price distortions in the futures market and also because of the imperfect correlation between movements in the index and movements in the prices of index futures, even a correct forecast of general market trends by Putnam Management may still not result in a successful hedging transaction over a short time period. OPTIONS ON STOCK INDEX FUTURES. Options on index futures are similar to options on securities except that options on index futures give the purchaser the right, in return for the premium paid, to assume a position in an index futures contract (a long position if the option is a call and a short position if the option is a put) at a specified exercise price at any time during the period of the option. Upon exercise of the option, the delivery of the futures position by the writer of the option to the holder of the option will be accompanied by delivery of the accumulated balance in the writer's futures margin account which represents the amount by which the market price of the index futures contract, at exercise, exceeds (in the case of a call) or is less than (in the case of a put) the exercise price of the option on the index future. If an option is exercised on the last trading day prior to its expiration date, the settlement will be made entirely in cash equal to the difference between the exercise price of the option and the closing level of the index on which the future is based on the expiration date. Purchasers of options who fail to exercise their options prior to the exercise date suffer a loss of the premium paid. OPTIONS ON INDICES As an alternative to purchasing call and put options on index futures, the Fund may purchase and sell call and put options on the underlying indices themselves. Such options would be used in a manner identical to the use of options on index futures. INDEX WARRANTS The Fund may purchase put warrants and call warrants whose values vary depending on the change in the value of one or more specified securities indices ("index warrants"). Index warrants are generally issued by banks or other financial institutions and give the holder the right, at any time during the term of the warrant, to receive upon exercise of the warrant a cash payment from the issuer based on the value of the underlying index at the time of exercise. In general, if the value of the underlying index rises above the exercise price of the index warrant, the holder of a call warrant will be entitled to receive a cash payment from the issuer upon exercise based on the difference between the value of the index and the exercise price of the warrant; if the value of the underlying index falls, the holder of a put warrant will be entitled to receive a cash payment from the issuer upon exercise based on the difference between the exercise price of the warrant and the value of the index. The holder of a warrant would not be entitled to any payments from the issuer at any time when, in the case of a call warrant, the exercise price is greater than the value of the underlying index, or, in the case of a put warrant, the exercise price is less than the value of the underlying index. If the Fund were not to exercise an index warrant prior to its expiration, then the Fund would lose the amount of the purchase price paid by it for the warrant. The Fund will normally use index warrants in a manner similar to its use of options on securities indices. The risks of the Fund's use of index warrants are generally similar to those relating to its use of index options. Unlike most index options, however, index warrants are issued in limited amounts and are not obligations of a regulated clearing agency, but are backed only by the credit of the bank or other institution which issues the warrant. Also, index warrants generally have longer terms than index options. Although the Fund will normally invest only in exchange-listed warrants, index warrants are not likely to be as liquid as certain index options backed by a recognized clearing agency. In addition, the terms of index warrants may limit the Fund's ability to exercise the warrants at such time, or in such quantities, as the Fund would otherwise wish to do. FOREIGN SECURITIES Under its current policy, which may be changed without shareholder approval, the Fund may invest up to the limit of its total assets specified in its Prospectus in securities principally traded in markets outside the United States. Eurodollar certificates of deposit are excluded for purposes of this limitation. Foreign investments can be affected favorably or unfavorably by changes in currency exchange rates and in exchange control regulations. There may be less publicly available information about a foreign company than about a U.S. company, and foreign companies may not be subject to accounting, auditing and financial reporting standards and requirements comparable to those applicable to U.S. companies. Securities of some foreign companies are less liquid or more volatile than securities of U.S. companies, and foreign brokerage commissions and custodian fees are generally higher than in the United States. Investments in foreign securities can involve other risks different from those affecting U.S. investments, including local political or economic developments, expropriation or nationalization of assets and imposition of withholding taxes on dividend or interest payments. To hedge against possible variations in foreign exchange rates, the Fund may purchase and sell forward foreign currency contracts. These represent agreements to purchase or sell specified currencies at specified dates and prices. The Fund will only purchase and sell forward foreign currency contracts in amounts Putnam Management deems appropriate to hedge existing or anticipated portfolio positions and will not use such forward contracts for speculative purposes. Foreign securities, like other assets of the Fund, will be held by the Fund's custodian or by a subcustodian. FOREIGN CURRENCY TRANSACTIONS Unless otherwise specified in the Prospectus, the Fund may engage without limit in currency exchange transactions, as well as foreign currency forward and futures contracts, to protect against uncertainty in the level of future currency exchange rates. In addition, the Fund may write covered call and put options on foreign currencies for the purpose of increasing its current return. Generally, the Fund may engage in both "transaction hedging" and "position hedging". When it engages in transaction hedging, the Fund enters into foreign currency transactions with respect to specific receivables or payables, generally arising in connection with the purchase or sale of portfolio securities. The Fund will engage in transaction hedging when it desires to "lock in" the U.S. dollar price of a security it has agreed to purchase or sell, or the U.S. dollar equivalent of a dividend or interest payment in a foreign currency. By transaction hedging the Fund will attempt to protect itself against a possible loss resulting from an adverse change in the relationship between the U.S. dollar and the applicable foreign currency during the period between the date on which the security is purchased or sold, or on which the dividend or interest payment is earned, and the date on which such payments are made or received. The Fund may purchase or sell a foreign currency on a spot (or cash) basis at the prevailing spot rate in connection with the settlement of transactions in portfolio securities denominated in that foreign currency. The Fund may also enter into contracts to purchase or sell foreign currencies at a future date ("forward contracts") and purchase and sell foreign currency futures contracts. For transaction hedging purposes the Fund may also purchase exchange-listed and over-the-counter call and put options on foreign currency futures contracts and on foreign currencies. A put option on a futures contract gives the Fund the right to assume a short position in the futures contract until the expiration of the option. A put option on a currency gives the Fund the right to sell the currency at an exercise price until the expiration of the option. A call option on a futures contract gives the Fund the right to assume a long position in the futures contract until the expiration of the option. A call option on a currency gives the Fund the right to purchase the currency at the exercise price until the expiration of the option. When it engages in position hedging, the Fund enters into foreign currency exchange transactions to protect against a decline in the values of the foreign currencies in which its portfolio securities are denominated (or an increase in the value of currency for securities which the Fund expects to purchase, when the Fund holds cash or short-term investments). In connection with position hedging, the Fund may purchase put or call options on foreign currency and on foreign currency futures contracts and buy or sell forward contracts and foreign currency futures contracts. The Fund may also purchase or sell foreign currency on a spot basis. The precise matching of the amounts of foreign currency exchange transactions and the value of the portfolio securities involved will not generally be possible since the future value of such securities in foreign currencies will change as a consequence of market movements in the value of those securities between the dates the currency exchange transactions are entered into and the dates they mature. It is impossible to forecast with precision the market value of portfolio securities at the expiration or maturity of a forward or futures contract. Accordingly, it may be necessary for the Fund to purchase additional foreign currency on the spot market (and bear the expense of such purchase) if the market value of the security or securities being hedged is less than the amount of foreign currency the Fund is obligated to deliver and a decision is made to sell the security or securities and make delivery of the foreign currency. Conversely, it may be necessary to sell on the spot market some of the foreign currency received upon the sale of the portfolio security or securities if the market value of such security or securities exceeds the amount of foreign currency the Fund is obligated to deliver. Transaction and position hedging do not eliminate fluctuations in the underlying prices of the securities which the Fund owns or intends to purchase or sell. They simply establish a rate of exchange which one can achieve at some future point in time. Additionally, although these techniques tend to minimize the risk of loss due to a decline in the value of the hedged currency, they tend to limit any potential gain which might result from the increase in value of such currency. The Fund may seek to increase its current return or to offset some of the costs of hedging against fluctuations in current exchange rates by writing covered call options and covered put options on foreign currencies. The Fund receives a premium from writing a call or put option, which increases the Fund's current return if the option expires unexercised or is closed out at a net profit. The Fund may terminate an option that it has written prior to its expiration by entering into a closing purchase transaction in which it purchases an option having the same terms as the option written. The Fund's currency hedging transactions may call for the delivery of one foreign currency in exchange for another foreign currency and may at times not involve currencies in which its portfolio securities are then denominated. Putnam Management will engage in such "cross hedging" activities when it believes that such transactions provide significant hedging opportunities for the Fund. Cross hedging transactions by the Fund involve the risk of imperfect correlation between changes in the values of the currencies to which such transactions relate and changes in the value of the currency or other asset or liability which is the subject of the hedge. CURRENCY FORWARD AND FUTURES CONTRACTS. A forward foreign currency contract involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract as agreed by the parties, at a price set at the time of the contract. In the case of a cancelable forward contract, the holder has the unilateral right to cancel the contract at maturity by paying a specified fee. The contracts are traded in the interbank market conducted directly between currency traders (usually large commercial banks) and their customers. A forward contract generally has no deposit requirement, and no commissions are charged at any stage for trades. A foreign currency futures contract is a standardized contract for the future delivery of a specified amount of a foreign currency at a future date at a price set at the time of the contract. Foreign currency futures contracts traded in the United States are designed by and traded on exchanges regulated by the CFTC, such as the New York Mercantile Exchange. Forward foreign currency exchange contracts differ from foreign currency futures contracts in certain respects. For example, the maturity date of a forward contract may be any fixed number of days from the date of the contract agreed upon by the parties, rather than a predetermined date in a given month. Forward contracts may be in any amounts agreed upon by the parties rather than predetermined amounts. Also, forward foreign exchange contracts are traded directly between currency traders so that no intermediary is required. A forward contract generally requires no margin or other deposit. At the maturity of a forward or futures contract, the Fund either may accept or make delivery of the currency specified in the contract, or at or prior to maturity enter into a closing transaction involving the purchase or sale of an offsetting contract. Closing transactions with respect to forward contracts are usually effected with the currency trader who is a party to the original forward contract. Closing transactions with respect to futures contracts are effected on a commodities exchange; a clearing corporation associated with the exchange assumes responsibility for closing out such contracts. Positions in the foreign currency futures contracts may be closed out only on an exchange or board of trade which provides a secondary market in such contracts. Although the Fund intends to purchase or sell foreign currency futures contracts only on exchanges or boards of trade where there appears to be an active secondary market, there is no assurance that a secondary market on an exchange or board of trade will exist for any particular contract or at any particular time. In such event, it may not be possible to close a futures position and, in the event of adverse price movements, the Fund would continue to be required to make daily cash payments of variation margin. FOREIGN CURRENCY OPTIONS. In general, options on foreign currencies operate similarly to options on securities and are subject to many similar risks. Foreign currency options are traded primarily in the over-the-counter market, although options on foreign currencies have recently been listed on several exchanges. Options are traded not only on the currencies of individual nations, but also on the European Currency Unit ("ECU"). The ECU is composed of amounts of a number of currencies, and is the official medium of exchange of the European Community's European Monetary System. The Fund will only purchase or write foreign currency options when Putnam Management believes that a liquid secondary market exists for such options. There can be no assurance that a liquid secondary market will exist for a particular option at any specific time. Options on foreign currencies are affected by all of those factors which influence foreign exchange rates and investments generally. The value of any currency, including U.S. dollars and foreign currencies, may be affected by complex political and economic factors applicable to the issuing country. In addition, the exchange rates of foreign currencies (and therefore the values of foreign currency options) may be affected significantly, fixed, or supported directly or indirectly by U.S. and foreign government actions. Government intervention may increase risks involved in purchasing or selling foreign currency options, since exchange rates may not be free to fluctuate in response to other market forces. The value of a foreign currency option reflects the value of an exchange rate, which in turn reflects relative values of two currencies, the U.S. dollar and the foreign currency in question. Because foreign currency transactions occurring in the interbank market involve substantially larger amounts than those that may be involved in the exercise of foreign currency options, investors may be disadvantaged by having to deal in an odd lot market for the underlying foreign currencies in connection with options at prices that are less favorable than for round lots. Foreign governmental restrictions or taxes could result in adverse changes in the cost of acquiring or disposing of foreign currencies. There is no systematic reporting of last sale information for foreign currencies and there is no regulatory requirement that quotations available through dealers or other market sources be firm or revised on a timely basis. Available quotation information is generally representative of very large round-lot transactions in the interbank market and thus may not reflect exchange rates for smaller odd-lot transactions (less than $1 million) where rates may be less favorable. The interbank market in foreign currencies is a global, around-the-clock market. To the extent that options markets are closed while the markets for the underlying currencies remain open, significant price and rate movements may take place in the underlying markets that cannot be reflected in the options markets. SETTLEMENT PROCEDURES. Settlement procedures relating to the Fund's investments in foreign securities and to the Fund's foreign currency exchange transactions may be more complex than settlements with respect to investments in debt or equity securities of U.S. issuers, and may involve certain risks not present in the Fund's domestic investments. For example, settlement of transactions involving foreign securities or foreign currency may occur within a foreign country, and the Fund may be required to accept or make delivery of the underlying securities or currency in conformity with any applicable U.S. or foreign restrictions or regulations, and may be required to pay any fees, taxes or charges associated with such delivery. Such investments may also involve the risk that an entity involved in the settlement may not meet its obligations. FOREIGN CURRENCY CONVERSION. Although foreign exchange dealers do not charge a fee for currency conversion, they do realize a profit based on the difference (the "spread") between prices at which they are buying and selling various currencies. Thus, a dealer may offer to sell a foreign currency to the Fund at one rate, while offering a lesser rate of exchange should the Fund desire to resell that currency to the dealer. RESTRICTED SECURITIES The SEC Staff currently takes the view that any designation by the Trustees of the authority to determine that a restricted security is readily marketable (as described in the investment restrictions of the Funds) must be pursuant to written procedures established by the Trustees. It is the present intention of the Funds' Trustees that, if the Trustees decide to delegate such determinations to Putnam Management or another person, they would do so pursuant to written procedures, consistent with the Staff's position. Should the Staff modify its position in the future, the Trustees would consider what action would be appropriate in light of the Staff's position at that time. TAXES TAXATION OF THE FUND. The Fund intends to qualify each year as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). In order so to qualify and to qualify for the special tax treatment accorded regulated investment companies and their shareholders, the Fund must, among other things: (a) Derive at least 90% of its gross income from dividends, interest, payments with respect to certain securities loans, and gains from the sale of stock, securities and foreign currencies, or other income (including but not limited to gains from options, futures, or forward contracts) derived with respect to its business of investing in such stock, securities, or currencies; (b) derive less than 30% of its gross income from the sale or other disposition of certain assets (including stock or securities and certain options, futures contracts, forward contracts and foreign currencies) held for less than three months; (c) distribute with respect to each taxable year at least 90% of the sum of its taxable net investment income, its net tax-exempt income, and the excess, if any, of net short-term capital gains over net long-term capital losses for such year; and (d) diversify its holdings so that, at the end of each fiscal quarter, (i) at least 50% of the market value of the Fund's assets is represented by cash and cash items, U.S. Government securities, securities of other regulated investment companies, and other securities limited in respect of any one issuer to a value not greater than 5% of the value of the Fund's total assets and to not more than 10% of the outstanding voting securities of such issuer, and (ii) not more than 25% of the value of its assets is invested in the securities (other than those of the U.S. Government or other regulated investment companies) of any one issuer or of two or more issuers which the Fund controls and which are engaged in the same, similar, or related trades or businesses. If the Fund qualifies as a regulated investment company that is accorded special tax treatment, the Fund will not be subject to federal income tax on income paid to its shareholders in the form of dividends (including capital gain dividends). If the Fund failed to qualify as a regulated investment company accorded special tax treatment in any taxable year, the Fund would be subject to tax on its taxable income at corporate rates, and all distributions from earnings and profits, including any distributions of net tax-exempt income and net long-term capital gains, would be taxable to shareholders as ordinary income. In addition, the Fund could be required to recognize unrealized gains, pay substantial taxes and interest and make substantial distributions before requalifying as a regulated investment company that is accorded special tax treatment. If the Fund fails to distribute in a calendar year substantially all of its ordinary income for such year and substantially all of its capital gain net income for the one-year period ending October 31 (or later if the Fund is permitted so to elect and so elects), plus any retained amount from the prior year, the Fund will be subject to a 4% excise tax on the undistributed amounts. A dividend paid to shareholders by the Fund in January of a year generally is deemed to have been paid by the Fund on December 31 of the preceding year, if the dividend was declared and payable to shareholders of record on a date in October, November or December of that preceding year. The Fund intends generally to make distributions sufficient to avoid imposition of the 4% excise tax. EXEMPT-INTEREST DIVIDENDS. The Fund will be qualified to pay exempt-interest dividends to its shareholders only if, at the close of each quarter of the Fund's taxable year, at least 50% of the total value of the Fund's assets consists of obligations the interest on which is exempt from federal income tax. Distributions that the Fund properly designates as exempt- interest dividends are treated by shareholders as interest excludable from their gross income for federal income tax purposes but may be taxable for federal alternative minimum tax purposes and for state and local purposes. If the Fund intends to be qualified to pay exempt-interest dividends, the Fund may be limited in its ability to enter into taxable transactions involving forward commitments, repurchase agreements, financial futures, and options contracts on financial futures, tax-exempt bond indices, and other assets. Part or all of the interest on indebtedness, if any, incurred or continued by a shareholder to purchase or carry shares of a Fund paying exempt-interest dividends is not deductible. The portion of interest that is not deductible is equal to the total interest paid or accrued on the indebtedness, multiplied by the percentage of the Fund's total distributions (not including distributions from net long-term capital gains) paid to the shareholder that are exempt-interest dividends. Under rules used by the Internal Revenue Service for determining when borrowed funds are considered used for the purpose of purchasing or carrying particular assets, the purchase of shares may be considered to have been made with borrowed funds even though such funds are not directly traceable to the purchase of shares. In general, exempt-interest dividends, if any, attributable to interest received on certain private activity obligations and certain industrial development bonds will not be tax-exempt to any shareholders who are "substantial users" of the facilities financed by such obligations or bonds or who are "related persons" of such substantial users. A Fund which is qualified to pay exempt-interest dividends will inform investors within 60 days of the Fund's fiscal year-end of the percentage of its income distributions designated as tax-exempt. The percentage is applied uniformly to all distributions made during the year. The percentage of income designated as tax-exempt for any particular distribution may be substantially different from the percentage of the Fund's income that was tax-exempt during the period covered by the distribution. HEDGING TRANSACTIONS. If the Fund engages in transactions, including hedging transactions in options, futures contracts, and straddles, or other similar transactions, it will be subject to special tax rules (including mark-to-market, straddle, wash sale, and short sale rules), the effect of which may be to accelerate income to the Fund, defer losses to the Fund, cause adjustments in the holding periods of the Fund's securities, or convert short-term capital losses into long-term capital losses. These rules could therefore affect the amount, timing and character of distributions to shareholders. The Fund will endeavor to make any available elections pertaining to such transactions in a manner believed to be in the best interests of the Fund. Under the 30% of gross income test described above (see "Taxation of the Fund"), the Fund will be restricted in selling assets held or considered under Code rules to have been held for less than three months, and in engaging in certain hedging transactions (including hedging transactions in options and futures) that in some circumstances could cause certain Fund assets to be treated as held for less than three months. Certain of the Fund's hedging activities (including its transactions, if any, in foreign currencies or foreign currency-denominated instruments) are likely to produce a difference between its book income and its taxable income. If the Fund's book income exceeds its taxable income, the distribution (if any) of such excess will be treated as a dividend to the extent of the Fund's remaining earnings and profits (including earnings and profits arising from tax-exempt income), and thereafter as a return of capital or as gain from the sale or exchange of a capital asset, as the case may be. If the Fund's book income is less than its taxable income, the Fund could be required to make distributions exceeding book income to qualify as a regulated investment company that is accorded special tax treatment. RETURN OF CAPITAL DISTRIBUTIONS. If the Fund makes a distribution to you in excess of its current and accumulated "earnings and profits" in any taxable year, the excess distribution will be treated as a return of capital to the extent of your tax basis in your shares, and thereafter as capital gain. A return of capital is not taxable, but it reduces your tax basis in your shares, thus reducing any loss or increasing any gain on a subsequent taxable disposition by you of your shares. SECURITIES ISSUED OR PURCHASED AT A DISCOUNT. The Fund's investment in securities issued at a discount and certain other obligations will (and investments in securities purchased at a discount may) require the Fund to accrue and distribute income not yet received. In order to generate sufficient cash to make the requisite distributions, the Fund may be required to sell securities in its portfolio that it otherwise would have continued to hold. CAPITAL LOSS CARRYOVER. The amounts and expiration dates of any capital loss carryovers available to the Fund are shown in Note 1 (Federal income taxes) to the financial statements included in Part I of this Statement or incorporated by reference into this Statement. FOREIGN CURRENCY-DENOMINATED SECURITIES AND RELATED HEDGING TRANSACTIONS. The Fund's transactions in foreign currencies, foreign currency-denominated debt securities and certain foreign currency options, futures contracts, and forward contracts (and similar instruments) may give rise to ordinary income or loss to the extent such income or loss results from fluctuations in the value of the foreign currency concerned. If more than 50% of the Fund's assets at year end consists of the debt and equity securities of foreign corporations, the Fund may elect to permit shareholders to claim a credit or deduction on their income tax returns for their pro rata portion of qualified taxes paid by the Fund to foreign countries. In such a case, shareholders will include in gross income from foreign sources their pro rata shares of such taxes. A shareholder's ability to claim a foreign tax credit or deduction in respect of foreign taxes paid by the Fund may be subject to certain limitations imposed by the Code, as a result of which a shareholder may not get a full credit or deduction for the amount of such taxes. Shareholders who do not itemize on their federal income tax returns may claim a credit (but no deduction) for such foreign taxes. Investment by the Fund in certain "passive foreign investment companies" could subject the Fund to a U.S. federal income tax or other charge on the proceeds from the sale of its investment in such a company; however, this tax can be avoided by making an election to mark such investments to market annually or to treat the passive foreign investment company as a "qualified electing fund." SALE OR REDEMPTION OF SHARES. The sale, exchange or redemption of Fund shares may give rise to a gain or loss. In general, any gain or loss realized upon a taxable disposition of shares will be treated as long-term capital gain or loss if the shares have been held for more than 12 months, and otherwise as short-term capital gain or loss. However, if a shareholder sells shares at a loss within six months of purchase, any loss will be disallowed for Federal income tax purposes to the extent of any exempt- interest dividends received on such shares. In addition, any loss (not already disallowed as provided in the preceding sentence) realized upon a taxable disposition of shares held for six months or less will be treated as long-term, rather than short-term, to the extent of any long-term capital gain distributions received by the shareholder with respect to the shares. All or a portion of any loss realized upon a taxable disposition of Fund shares will be disallowed if other Fund shares are purchased within 30 days before or after the disposition. In such a case, the basis of the newly purchased shares will be adjusted to reflect the disallowed loss. SHARES PURCHASED THROUGH TAX-QUALIFIED PLANS. Special tax rules apply to investments though defined contribution plans and other tax-qualified plans. Shareholders should consult their tax adviser to determine the suitability of shares of a fund as an investment through such plans and the precise effect of an investment on their particular tax situation. BACKUP WITHHOLDING. The Fund generally is required to withhold and remit to the U.S. Treasury 31% of the taxable dividends and other distributions paid to any individual shareholder who fails to furnish the Fund with a correct taxpayer identification number (TIN), who has underreported dividends or interest income, or who fails to certify to the Fund that he or she is not subject to such withholding. Shareholders who fail to furnish their currect TIN are subject to a penalty of $50 for each such failure unless the failure is due to reasonable cause and not wilful neglect. An individual's taxpayer identification number is his or her social security number. MANAGEMENT OF THE FUND TRUSTEES *+GEORGE PUTNAM, Chairman and President. Chairman and Director of Putnam Management and Putnam Mutual Funds. Director, The Boston Company, Inc., Boston Safe Deposit and Trust Company, Freeport-McMoRan, Inc., General Mills, Inc., Houghton Mifflin Company, Marsh & McLennan Companies, Inc. and Rockefeller Group, Inc. +WILLIAM F. POUNDS, Vice Chairman. Professor of Management, Alfred P. Sloan School of Management, Massachusetts Institute of Technology. Director of EG&G, Inc., Fisher Price, Inc., IDEXX, M/A-COM, Inc., and Sun Company, Inc. JAMESON A. BAXTER, Trustee. President, Baxter Associates, Inc. (consultants to management). Director of Avondale Federal Savings Bank, ASHTA Chemicals, Inc. and Banta Corporation. Chairman of the Board of Trustees, Mount Holyoke College. +HANS H. ESTIN, Trustee. Vice Chairman, North American Management Corp. (a registered investment adviser). Director of The Boston Company, Inc. and Boston Safe Deposit and Trust Company. ELIZABETH T. KENNAN, Trustee. President of Mount Holyoke College. Director, the Kentucky Home Life Insurance Companies, NYNEX Corporation, Northeast Utilities and Talbots and Trustee of the University of Notre Dame. *LAWRENCE J. LASSER, Trustee and Vice President. President, Chief Executive Officer and Director of Putnam Investments, Inc. and Putnam Investment Management, Inc. Director of Marsh & McLennan Companies, Inc. Vice President of the Putnam funds. JOHN A. HILL, Trustee. Chairman and Managing Director, First Reserve Corporation (a registered investment adviser). Director, Lantana Corporation, Maverick Tube Corporation, Snyder Oil Corporation and various First Reserve Funds. +ROBERT E. PATTERSON, Trustee. Executive Vice President, Cabot Partners Limited Partnership (a registered investment adviser). DONALD S. PERKINS, Trustee. Director of various corporations, including American Telephone & Telegraph Company, AON Corp., Cummins Engine Company, Inc., Illinois Power Company, Inland Steel Industries, Inc., K mart Corporation, LaSalle Street Fund, Inc., Springs Industries, Inc., TBG, Inc. and Time Warner Inc. *#GEORGE PUTNAM, III, Trustee. President, New Generation Research, Inc. (publisher of bankruptcy information). Director, World Environment Center. *A.J.C. SMITH, Trustee. Chairman, Chief Executive Officer and Director, Marsh & McLennan Companies, Inc. W. NICHOLAS THORNDIKE, Trustee. Director of various corporations and charitable organizations, including Courier Corporation and Providence Journal Co. Also, Trustee and President of Massachusetts General Hospital and Trustee of Bradley Real Estate Trust and Eastern Utilities Associates. OFFICERS CHARLES E. PORTER, Executive Vice President. Managing Director of Putnam Investments, Inc. and Putnam Investment Management, Inc. Executive Vice President of the Putnam funds. PATRICIA C. FLAHERTY, Senior Vice President. Senior Vice President of Putnam Investments, Inc. and Putnam Investment Management, Inc. WILLIAM N. SHIEBLER, Vice President. Director and Senior Managing Director of Putnam Investments, Inc. President, Chief Operating Officer and Director of Putnam Mutual Funds. Vice President of the Putnam funds. GORDON H. SILVER, Vice President. Senior Managing Director of Putnam Investments, Inc. and Putnam Investment Management, Inc. Director, Putnam Investments, Inc. and Putnam Investment Management, Inc. Vice President of the Putnam funds. JOHN R. VERANI, Vice President. Senior Vice President of Putnam Investments, Inc. and Putnam Investment Management, Inc. Vice President of the Putnam funds. PAUL M. O'NEIL, Vice President. Vice President of Putnam Investments, Inc. and Putnam Investment Management, Inc. Vice President of the Putnam funds. JOHN D. HUGHES, Vice President and Treasurer. Vice President and Treasurer of the Putnam funds. KATHERINE HOWARD, Assistant Vice President. Assistant Vice President of the Putnam funds. BEVERLY MARCUS, Clerk and Assistant Treasurer. Clerk and Assistant Treasurer of the Putnam funds. *Trustees who are "interested persons" (as defined in the Investment Company Act of 1940) of the Fund, Putnam Management or Putnam Mutual Funds. +Members of the Executive Committee of the Trustees. The Executive Committee meets between regular meetings of the Trustees as may be required to review investment matters and other affairs of the Fund and may exercise all of the powers of the Trustees. #George Putnam, III is the son of George Putnam. ----------------- Certain other officers of Putnam Management are officers of your Fund. SEE "ADDITIONAL OFFICERS OF THE FUND" IN PART I OF THIS STATEMENT. The mailing address of each of the officers and Trustees is One Post Office Square, Boston, Massachusetts 02109. Except as stated below, the principal occupations of the officers and Trustees for the last five years have been with the employers as shown above, although in some cases they have held different positions with such employers. Also, prior to January, 1992, Ms. Baxter was Vice President and Principal, Regency Group, Inc. and Consultant, The First Boston Corporation. Prior to May, 1991, Mr. Pounds was Senior Advisor to the Rockefeller Family and Associates, Chairman of Rockefeller Trust Company and Director of Rockefeller Group, Inc. Prior to November, 1990, Mr. Shiebler was President and Chief Operating Officer of the Intercapital Division of Dean Witter Reynolds, Inc., Vice President of the Dean Witter Funds and Director of Dean Witter Trust Company. Each Trustee of the Fund receives an annual fee and an additional fee for each Trustees' meeting attended. Trustees who are not interested persons of Putnam Management and who serve on committees of the Trustees receive additional fees for attendance at certain committee meetings and for special services rendered in that connection. All of the Trustees are Trustees of all the Putnam funds and each receives fees for his or her services. FOR DETAILS OF TRUSTEES' FEES PAID BY THE FUND, SEE "FUND CHARGES AND EXPENSES" IN PART I OF THIS STATEMENT. The Agreement and Declaration of Trust of the 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 by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of his or her duties. The Fund, at its expense, provides liability insurance for the benefit of its Trustees and officers. Putnam Management, Putnam Mutual Funds and Putnam Fiduciary Trust Company are subsidiaries of Putnam Investments, Inc., a holding company which is in turn wholly owned by Marsh & McLennan Companies, Inc., a publicly owned holding company whose principal operating subsidiaries are international insurance and reinsurance brokers, investment managers and management consultants. Trustees and officers of the Fund who are also officers of Putnam Management or its affiliates or who are stockholders of Marsh & McLennan Companies, Inc. will benefit from the advisory fees, sales commissions, distribution fees (if any), custodian fees and transfer agency fees paid or allowed by the Fund. PUTNAM MANAGEMENT Putnam Management is one of America's oldest and largest money management firms. Putnam Management's staff of experienced portfolio managers and research analysts selects securities and constantly supervises the Fund's portfolio. By pooling an investor's money with that of other investors, a greater variety of securities can be purchased than would be the case individually; the resulting diversification helps reduce investment risk. Putnam Management has been managing mutual funds since 1937. Today, the firm serves as the investment manager for the funds in the Putnam Family, with over $65 billion in assets in over 4.0 million shareholder accounts at June 30, 1994. An affiliate, The Putnam Advisory Company, Inc., manages domestic and foreign institutional accounts and mutual funds, including the accounts of many Fortune 500 companies. Another affiliate, Putnam Fiduciary Trust Company, provides investment advice to institutional clients under its banking and fiduciary powers. At June 30, 1994, Putnam Management and its affiliates managed over $92 billion in assets, including nearly $52 billion in tax exempt securities and over $32 billion in retirement plan assets. THE MANAGEMENT CONTRACT Under a Management Contract between the Fund and Putnam Management, subject to such policies as the Trustees may determine, Putnam Management, at its expense, furnishes continuously an investment program for the Fund and makes investment decisions on behalf of the Fund. Subject to the control of the Trustees, Putnam Management also manages, supervises and conducts the other affairs and business of the Fund, furnishes office space and equipment, provides bookkeeping and clerical services (including determination of the Fund's net asset value, but excluding shareholder accounting services) and places all orders for the purchase and sale of the Fund's portfolio securities. Putnam Management may place Fund portfolio transactions with broker-dealers which furnish Putnam Management, without cost to it, certain research, statistical and quotation services of value to Putnam Management and its affiliates in advising the Fund and other clients. In so doing, Putnam Management may cause the Fund to pay greater brokerage commissions than it might otherwise pay. FOR DETAILS OF PUTNAM MANAGEMENT'S COMPENSATION UNDER THE MANAGEMENT CONTRACT, SEE "FUND CHARGES AND EXPENSES" IN PART I OF THIS STATEMENT. Putnam Management's compensation under the Management Contract may be reduced in any year if the Fund's expenses exceed the limits on investment company expenses imposed by any statute or regulatory authority of any jurisdiction in which shares of the Fund are qualified for offer or sale. The term "expenses" is defined in the statutes or regulations of such jurisdictions, and generally, excludes brokerage commissions, taxes, interest, extraordinary expenses and, if the Fund has a Distribution Plan, payments made under such Plan. The only such limitation as of the date of this Statement (applicable to any Fund registered for sale in California) was 2.5% of the first $30 million of average net assets, 2% of the next $70 million and 1.5% of any excess over $100 million. Under the Management Contract, Putnam Management may reduce its compensation to the extent that the Fund's expenses exceed such lower expense limitation as Putnam Management may, by notice to the Fund, declare to be effective. The expenses subject to this limitation are exclusive of brokerage commissions, interest, taxes, deferred organizational and extraordinary expenses and, if the Fund has a Distribution Plan, payments required under such Plan. THE TERMS OF ANY EXPENSE LIMITATION FROM TIME TO TIME IN EFFECT ARE DESCRIBED IN EITHER THE PROSPECTUS OR PART I OF THIS STATEMENT. In addition to the fee paid to Putnam Management, the Fund reimburses Putnam Management for the compensation and related expenses of certain officers of the Fund and their assistants who provide certain administrative services for the Fund and the other funds in the Putnam Family, each of which bears an allocated share of the foregoing costs. The aggregate amount of all such payments and reimbursements is determined annually by the Trustees. THE AMOUNT OF THIS REIMBURSEMENT FOR THE FUND'S MOST RECENT FISCAL YEAR IS INCLUDED IN "FUND CHARGES AND EXPENSES" IN PART I OF THIS STATEMENT. Putnam Management pays all other salaries of officers of the Fund. The Fund pays all expenses not assumed by Putnam Management including, without limitation, auditing, legal, custodial, investor servicing and shareholder reporting expenses. The Fund pays the cost of typesetting for its Prospectuses and the cost of printing and mailing any Prospectuses sent to its shareholders. Putnam Mutual Funds pays the cost of printing and distributing all other Prospectuses. The Management Contract provides that Putnam Management shall not be subject to any liability to the Fund or to any shareholder of the Fund for any act or omission in the course of or connected with rendering services to the Fund in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of its duties on the part of Putnam Management. The Management Contract may be terminated without penalty by vote of the Trustees or the shareholders of the Fund, or by Putnam Management, on 30 days' written notice. It may be amended only by a vote of the shareholders of the Fund. The Management Contract also terminates without payment of any penalty in the event of its assignment. The Management Contract provides that it will continue in effect only so long as such continuance is approved at least annually by vote of either the Trustees or the shareholders, and, in either case, by a majority of the Trustees who are not "interested persons" of Putnam Management or the Fund. In each of the foregoing cases, the vote of the shareholders is the affirmative vote of a "majority of the outstanding voting securities" as defined in the Investment Company Act of 1940. PORTFOLIO TRANSACTIONS INVESTMENT DECISIONS. Investment decisions for the Fund and for the other investment advisory clients of Putnam Management and its affiliates are made with a view to achieving their respective investment objectives. Investment decisions are the product of many factors in addition to basic suitability for the particular client involved. Thus, a particular security may be bought or sold for certain clients even though it could have been bought or sold for other clients at the same time. Likewise, a particular security may be bought for one or more clients when one or more other clients are selling the security. In some instances, one client may sell a particular security to another client. It also sometimes happens that two or more clients simultaneously purchase or sell the same security, in which event each day's transactions in such security are, insofar as possible, averaged as to price and allocated between such clients in a manner which in Putnam Management's opinion is equitable to each and in accordance with the amount being purchased or sold by each. There may be circumstances when purchases or sales of portfolio securities for one or more clients will have an adverse effect on other clients. BROKERAGE AND RESEARCH SERVICES. Transactions on U.S. stock exchanges, commodities markets and futures markets and other agency transactions involve the payment by the Fund of negotiated brokerage commissions. Such commissions vary among different brokers. A particular broker may charge different commissions according to such factors as the difficulty and size of the transaction. Transactions in foreign investments often involve the payment of fixed brokerage commissions, which may be higher than those in the United States. There is generally no stated commission in the case of securities traded in the over-the-counter markets, but the price paid by the Fund usually includes an undisclosed dealer commission or mark-up. In underwritten offerings, the price paid by the Fund includes a disclosed, fixed commission or discount retained by the underwriter or dealer. It is anticipated that most purchases and sales of securities by funds investing primarily in tax-exempt securities and certain other fixed-income securities will be with the issuer or with underwriters of or dealers in those securities, acting as principal. Accordingly, those funds would not ordinarily pay significant brokerage commissions with respect to securities transactions. SEE "FUND CHARGES AND EXPENSES" IN PART I OF THIS STATEMENT FOR INFORMATION CONCERNING COMMISSIONS PAID BY THE FUND. It has for many years been a common practice in the investment advisory business for advisers of investment companies and other institutional investors to receive brokerage and research services (as defined in the Securities Exchange Act of 1934, as amended (the "1934 Act")) from broker-dealers that execute portfolio transactions for the clients of such advisers and from third parties with which such broker-dealers have arrangements. Consistent with this practice, Putnam Management receives brokerage and research services and other similar services from many broker-dealers with which Putnam Management places the Fund's portfolio transactions and from third parties with which these broker-dealers have arrangements. These services include such matters as general economic and market reviews, industry and company reviews, evaluations of investments, recommendations as to the purchase and sale of investments, newspapers, magazines, pricing services, quotation services, news services and personal computers utilized by Putnam Management's managers and analysts. Where the services referred to above are not used exclusively by Putnam Management for research purposes, Putnam Management, based upon its own allocations of expected use, bears that portion of the cost of these services which directly relates to their non-research use. Some of these services are of value to Putnam Management and its affiliates in advising various of their clients (including the Fund), although not all of these services are necessarily useful and of value in managing the Fund. The management fee paid by the Fund is not reduced because Putnam Management and its affiliates receive these services even though Putnam Management might otherwise be required to purchase some of these services for cash. Putnam Management places all orders for the purchase and sale of portfolio investments for the Fund and buys and sells investments for the Fund through a substantial number of brokers and dealers. In so doing, Putnam Management uses its best efforts to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions as described below. In seeking the most favorable price and execution, Putnam Management, having in mind the Fund's best interests, considers all factors it deems relevant, including, by way of illustration, price, the size of the transaction, the nature of the market for the security or other investment, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker-dealer involved and the quality of service rendered by the broker-dealer in other transactions. As permitted by Section 28(e) of the 1934 Act, and by the Management Contract, Putnam Management may cause the Fund to pay a broker-dealer which provides "brokerage and research services" (as defined in the 1934 Act) to Putnam Management an amount of disclosed commission for effecting securities transactions on stock exchanges and other transactions for the Fund on an agency basis in excess of the commission which another broker-dealer would have charged for effecting that transaction. Putnam Management's authority to cause the Fund to pay any such greater commissions is also subject to such policies as the Trustees may adopt from time to time. Putnam Management does not currently intend to cause the Fund to make such payments. It is the position of the staff of the Securities and Exchange Commission that Section 28(e) does not apply to the payment of such greater commissions in "principal" transactions. Accordingly Putnam Management will use its best effort to obtain the most favorable price and execution available with respect to such transactions, as described above. The Management Contract provides that commissions, fees, brokerage or similar payments received by Putnam Management or an affiliate in connection with the purchase and sale of portfolio investments of the Fund, less any direct expenses approved by the Trustees, shall be recaptured by the Fund through a reduction of the fee payable by the Fund under the Management Contract. Putnam Management seeks to recapture for the Fund soliciting dealer fees on the tender of the Fund's portfolio securities in tender or exchange offers. Any such fees which may be recaptured are likely to be minor in amount. Consistent with the Rules of Fair Practice of the National Association of Securities Dealers, Inc. and subject to seeking the most favorable price and execution available and such other policies as the Trustees may determine, Putnam Management may consider sales of shares of the Fund (and, if permitted by law, of the other Putnam funds) as a factor in the selection of broker-dealers to execute portfolio transactions for the Fund. PRINCIPAL UNDERWRITER Putnam Mutual Funds is the principal underwriter of shares of the Fund and the other continuously offered Putnam funds. Putnam Mutual Funds is not obligated to sell any specific amount of shares of the Fund and will purchase shares for resale only against orders for shares. SEE "FUND CHARGES AND EXPENSES" IN PART I OF THIS STATEMENT FOR INFORMATION ON SALES CHARGES AND OTHER PAYMENTS RECEIVED BY PUTNAM MUTUAL FUNDS. INVESTOR SERVICING AGENT AND CUSTODIAN Putnam Investor Services, a division of Putnam Fiduciary Trust Company ("PFTC"), is the Fund's investor servicing agent (transfer, plan and dividend disbursing agent), for which it receives fees which are paid monthly by the Fund as an expense of all its shareholders. The fee paid to Putnam Investor Services is determined by the Trustees taking into account the number of shareholder accounts and transactions. Putnam Investor Services has won the DALBAR Quality Tested Service Seal every year since the award's 1990 inception. Over 10,000 tests of 38 separate shareholders service components demonstrated that Putnam Investor Services exceeded the industry standard in all categories. PFTC is the custodian of the Fund's assets. In carrying out its duties under its custodian contract, PFTC may employ one or more subcustodians whose responsibilities will include safeguarding and controlling the Fund's cash and securities, handling the receipt and delivery of securities and collecting interest and dividends on the Fund's investments. PFTC and any subcustodians employed by it have a lien on the securities of the Fund (to the extent permitted by the Fund's investment restrictions) to secure charges and any advances made by such subcustodians at the end of any day for the purpose of paying for securities purchased by the Fund. The Fund expects that such advances will exist only in unusual circumstances. Neither PFTC nor any subcustodian determines the investment policies of the Fund or decides which securities the Fund will buy or sell. PFTC pays the fees and other charges of any subcustodians employed by it. The Fund may from time to time pay custodial expenses in full or in part through the placement by Putnam Management of the Fund's portfolio transactions with the subcustodians or with a third- party broker having an agreement with the subcustodians. The Fund pays PFTC an annual fee based on the Fund's assets, securities transactions and securities holdings and reimburses PFTC for certain out-of-pocket expenses incurred by it or any subcustodian employed by it in performing custodial services. SEE "FUND CHARGES AND EXPENSES" IN PART I OF THIS STATEMENT FOR INFORMATION ON FEES AND REIMBURSEMENTS FOR INVESTOR SERVICING AND CUSTODY RECEIVED BY PFTC. THE FEES MAY BE REDUCED BY CREDITS ALLOWED BY PFTC. DETERMINATION OF NET ASSET VALUE The Fund determines the net asset value per share of each class of shares once each day the New York Stock Exchange (the "Exchange") is open. Currently, the Exchange is closed Saturdays, Sundays and the following holidays: New Year's Day, Presidents' Day, Good Friday, Memorial Day, the Fourth of July, Labor Day, Thanksgiving and Christmas. The Fund determines net asset value as of the close of regular trading on the Exchange, currently 4:00 p.m. However, equity options held by the Fund are priced as of the close of trading at 4:10 p.m., and futures contracts on U.S. Government securities and index options held by the Fund are priced as of their close of trading at 4:15 p.m. Securities for which market quotations are readily available are valued at prices which, in the opinion of the Trustees or Putnam Management, most nearly represent the market values of such securities. Currently, such prices are determined using the last reported sale price or, if no sales are reported (as in the case of some securities traded over-the-counter), the last reported bid price, except that certain U.S. Government securities are stated at the mean between the last reported bid and asked prices. Short-term investments having remaining maturities of 60 days or less are stated at amortized cost, which approximates market value. All other securities and assets are valued at their fair value following procedures approved by the Trustees. Liabilities are deducted from the total, and the resulting amount is divided by the number of shares of the class outstanding. Reliable market quotations are not considered to be readily available for long-term corporate bonds and notes, certain preferred stocks, tax-exempt securities, and certain foreign securities. These investments are stated at fair value on the basis of valuations furnished by pricing services approved by the Trustees, which determine valuations for normal, institutional-size trading units of such securities using methods based on market transactions for comparable securities and various relationships between securities which are generally recognized by institutional traders. If any securities held by the Fund are restricted as to resale, Putnam Management determines their fair value following procedures approved by the Trustees. The fair value of such securities is generally determined as the amount which the Fund could reasonably expect to realize from an orderly disposition of such securities over a reasonable period of time. The valuation procedures applied in any specific instance are likely to vary from case to case. However, consideration is generally given to the financial position of the issuer and other fundamental analytical data relating to the investment and to the nature of the restrictions on disposition of the securities (including any registration expenses that might be borne by the Fund in connection with such disposition). In addition, specific factors are also generally considered, such as the cost of the investment, the market value of any unrestricted securities of the same class, the size of the holding, the prices of any recent transactions or offers with respect to such securities and any available analysts' reports regarding the issuer. Generally, trading in certain securities (such as foreign securities) is substantially completed each day at various times prior to the close of the Exchange. The values of these securities used in determining the net asset value of the Fund's shares are computed as of such times. Also, because of the amount of time required to collect and process trading information as to large numbers of securities issues, the values of certain securities (such as convertible bonds, U.S. Government securities, and tax-exempt securities) are determined based on market quotations collected earlier in the day at the latest practicable time prior to the close of the Exchange. Occasionally, events affecting the value of such securities may occur between such times and the close of the Exchange which will not be reflected in the computation of the Fund's net asset value. If events materially affecting the value of such securities occur during such period, then these securities will be valued at their fair value following procedures approved by the Trustees. Money market funds generally value their portfolio securities at amortized cost according to Rule 2a-7 under the Investment Company Act of 1940. HOW TO BUY SHARES General The Prospectus contains a general description of how investors may buy shares of the Fund and states whether the Fund offers more than one class of shares. This Statement contains additional information which may be of interest to investors. Class A shares and Class M shares are sold with a sales charge payable at the time of purchase (except for Class A shares and Class M shares of money market funds). As used in this Statement and unless the context requires otherwise, the term "Class A shares" includes shares of Funds that offer only one class of shares. The Prospectus contains a table of applicable sales charges. For information about how to purchase Class A shares of a Putnam fund at net asset value through an employer's defined contribution plan, please consult your employer. Certain purchases of Class A shares and Class M shares may be exempt from a sales charge or, in the case of Class A shares, may be subject to a contingent deferred sales charge ("CDSC"). See "General-- Sales without sales charges or contingent deferred sales charges", "Additional Information About Class A and Class M Shares", and "Contingent Deferred Sales Charges--Class A shares". Class B shares and Class C shares are sold subject to a CDSC payable upon redemption within a specified period after purchase. The Prospectus contains a table of applicable CDSCs. Class Y shares, which are available only to employer-sponsored defined contribution plans initially investing at least $250 million in a combination of Putnam funds and other investments managed by Putnam Management or its affiliates, are not subject to sales charges or a CDSC. Certain purchase programs described below are not available to defined contribution plans. Consult your employer for information on how to purchase shares through your plan. The Fund is currently making a continuous offering of its shares. The Fund receives the entire net asset value of shares sold. The Fund will accept unconditional orders for shares to be executed at the public offering price based on the net asset value per share next determined after the order is placed. In the case of Class A shares and Class M shares, the public offering price is the net asset value plus the applicable sales charge, if any. No sales charge is included in the public offering price of other classes of shares. In the case of orders for purchase of shares placed through dealers, the public offering price will be based on the net asset value determined on the day the order is placed, but only if the dealer receives the order before the close of regular trading on the Exchange. If the dealer receives the order after the close of the Exchange, the price will be based on the net asset value next determined. If funds for the purchase of shares are sent directly to Putnam Investor Services, they will be invested at the public offering price based on the net asset value next determined after receipt. Payment for shares of the Fund must be in U.S. dollars; if made by check, the check must be drawn on a U.S. bank. Initial and subsequent purchases must satisfy the minimums stated in the Prospectus, except that (i) individual investments under certain employee benefit plans or Tax Qualified Retirement Plans may be lower, (ii) persons who are already shareholders may make additional purchases of $50 or more by sending funds directly to Putnam Investor Services (see "Your Investing Account" below), and (iii) for investors participating in systematic investment plans and military allotment plans, the initial and subsequent purchases must be $25 or more. Information about these plans is available from investment dealers or from Putnam Mutual Funds. As a convenience to investors, shares may be purchased through a systematic investment plan. Preauthorized monthly bank drafts for a fixed amount (at least $25) are used to purchase Fund shares at the applicable public offering price next determined after Putnam Mutual Funds receives the proceeds from the draft (normally the 20th of each month, or the next business day thereafter). Further information and application forms are available from investment dealers or from Putnam Mutual Funds. Except for Putnam funds that declare a distribution daily, distributions to be reinvested are reinvested without a sales charge in shares of the same class as of the ex-dividend date using the net asset value determined on that date, and are credited to a shareholder's account on the payment date. Dividends for Putnam money market funds are credited to a shareholder's account on the payment date. Distributions for Putnam Tax-Free Income Trust and Putnam Corporate Asset Trust are reinvested without a sales charge as of the last day of the period for which distributions are paid using the net asset value determined on that date, and are credited to a shareholder's account on the payment date. Distributions for all other Putnam funds that declare a distribution daily are reinvested without a sales charge as of the next day following the period for which distributions are paid using the net asset value determined on that date, and are credited to a shareholder's account on the payment date. PAYMENT IN SECURITIES. In addition to cash, the Fund may accept securities as payment for Fund shares at the applicable net asset value. Generally, the Fund will only consider accepting securities to increase its holdings in a portfolio security, or if Putnam Management determines that the offered securities are a suitable investment for the Fund and in a sufficient amount for efficient management. While no minimum has been established, it is expected that the Fund would not accept securities with a value of less than $100,000 per issue as payment for shares. The Fund may reject in whole or in part any or all offers to pay for purchases of Fund shares with securities, may require partial payment in cash for such purchases to provide funds for applicable sales charges, and may discontinue accepting securities as payment for Fund shares at any time without notice. The Fund will value accepted securities in the manner described in the section "Determination of Net Asset Value" for valuing shares of the Fund. The Fund will only accept securities which are delivered in proper form. The Fund will not accept options or restricted securities as payment for shares. The acceptance of securities by certain Funds in exchange for Fund shares are subject to additional requirements. In the case of Putnam Capital Appreciation Fund, Putnam Diversified Equity Trust, Putnam Equity Income Fund, Putnam Europe Growth Fund, Putnam Growth and Income Fund II, Putnam High Yield Advantage Fund, Putnam Intermediate Tax Exempt Fund, Putnam Municipal Income Fund, Putnam OTC Emerging Growth Fund, Putnam Overseas Growth Fund and Putnam Total Return Bond Funds, transactions involving the issuance of Fund shares for securities or assets other than cash will be limited to a bona- fide re-organization or statutory merger and to other acquisitions of portfolio securities that meet all the following conditions: (a) such securities meet the investment objectives and policies of the Fund; (b) such securities are acquired for investment and not for resale; (c) such securities are liquid securities which are not restricted as to transfer either by law or liquidity of market; and (d) such securities have a value which is readily ascertainable, as evidenced by a listing on the American Stock Exchange, the New York Stock Exchange or NASDAQ. In addition, Putnam Global Governmental Income Trust may accept only investment grade bonds with prices regularly stated in publications generally accepted by investors, such as the London Financial Times and the Association of International Bond Dealers manual, or securities listed on the New York or American Stock Exchanges or with NASDAQ, and Putnam Diversified Income Trust may accept only bonds with prices regularly stated in publications generally accepted by investors. For federal income tax purposes, a purchase of Fund shares with securities will be treated as a sale or exchange of such securities on which the investor will realize a taxable gain or loss. The processing of a purchase of Fund shares with securities involves certain delays while the Fund considers the suitability of such securities and while other requirements are satisfied. For information regarding procedures for payment in securities, contact Putnam Mutual Funds. Investors should not send securities to the Fund except when authorized to do so and in accordance with specific instructions received from Putnam Mutual Funds. SALES WITHOUT SALES CHARGES OR CONTINGENT DEFERRED SALES CHARGES. The Fund may sell shares without a sales charge or CDSC to: (i) current and retired Trustees of the Fund; officers of the Fund; directors and current and retired U.S. full-time employees of Putnam Management, Putnam Mutual Funds, their parent corporations and certain corporate affiliates; family members of and employee benefit plans for the foregoing; and partnerships, trusts or other entities in which any of the foregoing has a substantial interest; (ii) employee benefit plans, for the repurchase of shares in connection with repayment of plan loans made to plan participants (if the sum loaned was obtained by redeeming shares of a Putnam fund sold with a sales charge) (not offered by tax-exempt funds); (iii) clients of administrators of tax-qualified employee benefit plans which have entered into agreements with Putnam Mutual Funds (not offered by tax-exempt funds); (iv) registered representatives and other employees of broker-dealers having sales agreements with Putnam Mutual Funds; employees of financial institutions having sales agreements with Putnam Mutual Funds or otherwise having an arrangement with any such broker-dealer or financial institution with respect to sales of Fund shares; and their spouses and children under age 21 (Putnam Mutual Funds is regarded as the dealer of record for all such accounts); (v) investors meeting certain requirements who sold shares of certain Putnam closed-end funds pursuant to a tender offer by such closed-end fund; (vi) a trust department of any financial institution purchasing shares of the Fund in its capacity as trustee of any trust, if the value of the shares of the Fund and other Putnam funds purchased or held by all such trusts exceeds $1 million in the aggregate; and (vii) "wrap accounts" maintained for clients of broker- dealers, financial institutions or financial planners who have entered into agreements with Putnam Mutual Funds with respect to such accounts. In addition, the Fund may issue its shares at net asset value in connection with the acquisition of substantially all of the securities owned by other investment companies or personal holding companies. PAYMENTS TO DEALERS. Putnam Mutual Funds may, at its expense, pay concessions in addition to the payments disclosed in the Prospectus to dealers which satisfy certain criteria established from time to time by Putnam Mutual Funds relating to increasing net sales of shares of the Putnam funds over prior periods, and certain other factors. ADDITIONAL INFORMATION ABOUT CLASS A AND CLASS M SHARES The underwriter's commission is the sales charge shown in the Prospectus less any applicable dealer discount. Putnam Mutual Funds will give dealers ten days' notice of any changes in the dealer discount. Putnam Mutual Funds retains the entire sales charge on any retail sales made by it. Putnam Mutual Funds offers several plans by which an investor may obtain reduced sales charges on purchases of Class A shares and Class M shares. The variations in sales charges reflect the varying efforts required to sell shares to separate categories of purchasers. These plans may be altered or discontinued at any time. COMBINED PURCHASE PRIVILEGE. The following persons may qualify for the sales charge reductions or eliminations shown in the Prospectus by combining into a single transaction the purchase of Class A shares or Class M shares with other purchases of any class of shares: (i) an individual, or a "company" as defined in Section 2(a)(8) of the Investment Company Act of 1940 (which includes corporations which are corporate affiliates of each other); (ii) an individual, his or her spouse and their children under twenty-one, purchasing for his, her or their own account; (iii) a trustee or other fiduciary purchasing for a single trust estate or single fiduciary account (including a pension, profit-sharing, or other employee benefit trust created pursuant to a plan qualified under Section 401 of the Internal Revenue Code); (iv) tax-exempt organizations qualifying under Section 501(c)(3) of the Internal Revenue Code (not including 403(b) plans); and (v) employee benefit plans of a single employer or of affiliated employers, other than 403(b) plans. A combined purchase currently may also include shares of any class of other continuously offered Putnam funds (other than money market funds) purchased at the same time through a single investment dealer, if the dealer places the order for such shares directly with Putnam Mutual Funds. CUMULATIVE QUANTITY DISCOUNT (RIGHT OF ACCUMULATION). A purchaser of Class A shares or Class M shares may qualify for a cumulative quantity discount by combining a current purchase (or combined purchases as described above) with certain other shares of any class of Putnam funds already owned. The applicable sales charge is based on the total of: (i) the investor's current purchase; and (ii) the maximum public offering price (at the close of business on the previous day) of: (a) all shares held by the investor in all of the Putnam funds (except money market funds); and (b) any shares of money market funds acquired by exchange from other Putnam funds; and (iii) the maximum public offering price of all shares described in paragraph (ii) owned by another shareholder eligible to participate with the investor in a "combined purchase" (see above). To qualify for the combined purchase privilege or to obtain the cumulative quantity discount on a purchase through an investment dealer, when each purchase is made the investor or dealer must provide Putnam Mutual Funds with sufficient information to verify that the purchase qualifies for the privilege or discount. The shareholder must furnish this information to Putnam Investor Services when making direct cash investments. STATEMENT OF INTENTION. Investors may also obtain the reduced sales charges for Class A shares or Class M shares shown in the Prospectus for investments of a particular amount by means of a written Statement of Intention, which expresses the investor's intention to invest that amount (including certain "credits," as described below) within a period of 13 months in shares of any class of the Fund or any other continuously offered Putnam fund (excluding money market funds). Each purchase of Class A shares or Class M shares under a Statement of Intention will be made at the public offering price applicable at the time of such purchase to a single transaction of the total dollar amount indicated in the Statement. A Statement of Intention may include purchases of shares made not more than 90 days prior to the date that an investor signs a Statement; however, the 13-month period during which the Statement is in effect will begin on the date of the earliest purchase to be included. An investor may receive a credit toward the amount indicated in the Statement equal to the maximum public offering price as of the close of business on the previous day of all shares he or she owns on the date of the Statement which are eligible for purchase under a Statement (plus any shares of money market funds acquired by exchange of such eligible shares). Investors do not receive credit for shares purchased by the reinvestment of distributions. Investors qualifying for the "combined purchase privilege" (see above) may purchase shares under a single Statement of Intention. The Statement of Intention is not a binding obligation upon the investor to purchase the full amount indicated. The minimum initial investment under a Statement of Intention is 5% of such amount, and must be invested immediately. Class A shares or Class M shares purchased with the first 5% of such amount will be held in escrow to secure payment of the higher sales charge applicable to the shares actually purchased if the full amount indicated is not purchased. When the full amount indicated has been purchased, the escrow will be released. If an investor desires to redeem escrowed shares before the full amount has been purchased, the shares will be released from escrow only if the investor pays the sales charge that, without regard to the Statement of Intention, would apply to the total investment made to date. To the extent that an investor purchases more than the dollar amount indicated on the Statement of Intention and qualifies for a further reduced sales charge, the sales charge will be adjusted for the entire amount purchased at the end of the 13-month period, upon recovery from the investor's dealer of its portion of the sales charge adjustment. Once received from the dealer, which may take a period of time or may never occur, the sales charge adjustment will be used to purchase additional shares at the then current offering price applicable to the actual amount of the aggregate purchases. These additional shares will not be considered as part of the total investment for the purpose of determining the applicable sales charge pursuant to the Statement of Intention. No sales charge adjustment will be made unless and until the investor's dealer returns any excess commissions previously received. To the extent that an investor purchases less than the dollar amount indicated on the Statement of Intention within the 13- month period, the sales charge will be adjusted upward for the entire amount purchased at the end of the 13-month period. This adjustment will be made by redeeming shares from the account to cover the additional sales charge, the proceeds of which will be paid to the investor's dealer and Putnam Mutual Funds in accordance with the Prospectus. If the account exceeds an amount that would otherwise qualify for a reduced sales charge, that reduced sales charge will be applied. Statements of Intention are not available for certain employee benefit plans. Statement of Intention forms may be obtained from Putnam Mutual Funds or from investment dealers. Interested investors should read the Statement of Intention carefully. REDUCED SALES CHARGE FOR GROUP PURCHASES OF CLASS A SHARES. Members of qualified groups may purchase Class A shares of the Fund at a group sales charge rate of 4.5% of the public offering price (4.71% of the net amount invested). The dealer discount on such sales is 3.75% of the offering price. To receive the group rate, group members must purchase Class A shares through a single investment dealer designated by the group. The designated dealer must transmit each member's initial purchase to Putnam Mutual Funds, together with payment and completed application forms. After the initial purchase, a member may send funds for the purchase of Class A shares directly to Putnam Investor Services. Purchases of Class A shares are made at the public offering price based on the net asset value next determined after Putnam Mutual Funds or Putnam Investor Services receives payment for the shares. The minimum investment requirements described above apply to purchases by any group member. Only Class A shares are included in calculating the purchased amount. Qualified groups include the employees of a corporation or a sole proprietorship, members and employees of a partnership or association, or other organized groups of persons (the members of which may include other qualified groups) provided that: (i) the group has at least 25 members of which at least 10 members participate in the initial purchase; (ii) the group has been in existence for at least six months; (iii) the group has some purpose in addition to the purchase of investment company shares at a reduced sales charge; (iv) the group's sole organizational nexus or connection is not that the members are credit card holders of a company, policy holders of an insurance company, customers of a bank or broker-dealer, clients of an investment adviser or security holders of a company; (v) the group agrees to provide its designated investment dealer access to the group's membership by means of written communication or direct presentation to the membership at a meeting on not less frequently than an annual basis; (vi) the group or its investment dealer will provide annual certification in form satisfactory to Putnam Investor Services that the group then has at least 25 members and that at least ten members participated in group purchases during the immediately preceding 12 calendar months; and (vii) the group or its investment dealer will provide periodic certification in form satisfactory to Putnam Investor Services as to the eligibility of the purchasing members of the group. Members of a qualified group include: (i) any group which meets the requirements stated above and which is a constituent member of a qualified group; (ii) any individual purchasing for his or her own account who is carried on the records of the group or on the records of any constituent member of the group as being a good standing employee, partner, member or person of like status of the group or constituent member; or (iii) any fiduciary purchasing shares for the account of a member of a qualified group or a member's beneficiary. For example, a qualified group could consist of a trade association which would have as its members individuals, sole proprietors, partnerships and corporations. The members of the group would then consist of the individuals, the sole proprietors and their employees, the members of the partnerships and their employees, and the corporations and their employees, as well as the trustees of employee benefit trusts acquiring Class A shares for the benefit of any of the foregoing. A member of a qualified group may, depending upon the value of Class A shares of the Fund owned or proposed to be purchased by the member, be entitled to purchase Class A shares of the Fund at non-group sales charge rates shown in the Prospectus which may be lower than the group sales charge rate, if the member qualifies as a person entitled to reduced non-group sales charges. Such a group member will be entitled to purchase at the lower rate if, at the time of purchase, the member or his or her investment dealer furnishes sufficient information for Putnam Mutual Funds or Putnam Investor Services to verify that the purchase qualifies for the lower rate. Interested groups should contact their investment dealer or Putnam Mutual Funds. The Fund reserves the right to revise the terms of or to suspend or discontinue group sales at any time. EMPLOYEE BENEFIT PLANS; INDIVIDUAL ACCOUNT PLANS. The term "employee benefit plan" means any plan or arrangement, whether or not tax-qualified, which provides for the purchase of Class A shares. The term "affiliated employer" means employers who are affiliated with each other within the meaning of Section 2(a)(3)(C) of the Investment Company Act of 1940. The term "individual account plan" means any employee benefit plan whereby (i) Class A shares are purchased through payroll deductions or otherwise by a fiduciary or other person for the account of participants who are employees (or their spouses) of an employer, or of affiliated employers, and (ii) a separate Investing Account is maintained in the name of such fiduciary or other person for the account of each participant in the plan. The table of sales charges in the Prospectus applies to sales to employee benefit plans, except that the Fund may sell Class A shares at net asset value to employee benefit plans, including individual account plans, of employers or of affiliated employers which have at least 750 employees to whom such plan is made available, in connection with a payroll deduction system of plan funding (or other system acceptable to Putnam Investor Services) by which contributions or account information for plan participation are transmitted to Putnam Investor Services by methods acceptable to Putnam Investor Services. The Fund may also sell Class A shares at net asset value to employee benefit plans of employers or of affiliated employers which have at least 750 employees, if such plans are qualified under Section 401 of the Internal Revenue Code. Additional information about employee benefit plans and individual account plans is available from investment dealers or from Putnam Mutual Funds. CONTINGENT DEFERRED SALES CHARGES CLASS A SHARES. Class A shares purchased at net asset value by shareholders investing $1 million or more, including purchases pursuant to any Combined Purchase Privilege, Right of Accumulation or Statement of Intention, are subject to a CDSC of 1.00% or 0.50%, respectively, if redeemed within the first or second year after purchase. The Class A CDSC is imposed on the lower of the cost and the current net asset value of the shares redeemed. The CDSC does not apply to shares sold without a sales charge through participant-directed qualified retirement plans and shares purchased by certain investors investing $1 million or more that have made arrangements with Putnam Mutual Funds and whose dealer of record waived the commission described in the next paragraph. Except as stated below, Putnam Mutual Funds pays investment dealers of record commissions on sales of Class A shares of $1 million or more based on an investor's cumulative purchases of such shares, including purchases pursuant to any Combined Purchase Privilege, Right of Accumulation or Statement of Intention, during the one-year period beginning with the date of the initial purchase at net asset value and each subsequent one- year period beginning with the first net asset value purchase following the end of the prior period. Such commissions are paid at the rate of 1.00% of the amount under $3 million, 0.50% of the next $47 million and 0.25% thereafter. On sales at net asset value to a participant-directed qualified retirement plan initially investing less than $20 million in Putnam funds and other investments managed by Putnam Management or its affiliates (including a plan sponsored by an employer with more than 750 employees), Putnam Mutual Funds pays commissions on cumulative purchases during the life of the account at the rate of 1.00% of the amount under $3 million and 0.50% thereafter. On sales at net asset value to all other participant-directed qualified retirement plans, Putnam Mutual Funds pays commissions on the initial investment and on subsequent net quarterly sales (gross sales minus gross redemptions during the quarter) at the rate of 0.15%. Money market fund shares are excluded from all commission calculations, except for determining the amount initially invested by a participant-directed qualified retirement plan. Commissions on sales at net asset value to such plans are subject to Putnam Mutual Funds' right to reclaim such commissions if the shares are redeemed within two years. Different CDSC and commission rates may apply to shares purchased before April 1, 1994. CLASS B AND CLASS C SHARES. Investors who set up an Automatic Cash Withdrawal Plan (ACWP) for a Class B and Class C share account (see "Plans Available To Shareholders -- Automatic Cash Withdrawal Plan") may withdraw through the ACWP up to 12% of the net asset value of the account (calculated as set forth below) each year without incurring any CDSC. Shares not subject to a CDSC (such as shares representing reinvestment of distributions) will be redeemed first and will count toward the 12% limitation. If there are insufficient shares not subject to a CDSC, shares subject to the lowest CDSC liability will be redeemed next until the 12% limit is reached. The 12% figure is calculated on a pro rata basis at the time of the first payment made pursuant to a ACWP and recalculated thereafter on a pro rata basis at the time of each ACWP payment. Therefore, shareholders who have chosen a ACWP based on a percentage of the net asset value of their account of up to 12% will be able to receive ACWP payments without incurring a CDSC. However, shareholders who have chosen a specific dollar amount (for example, $100 per month from a fund that pays income distributions monthly) for their periodic ACWP payment should be aware that the amount of that payment not subject to a CDSC may vary over time depending on the net asset value of their account. For example, if the net asset value of the account is $10,000 at the time of payment, the shareholder will receive $100 free of the CDSC (12% of $10,000 divided by 12 monthly payments). However, if at the time of the next payment the net asset value of the account has fallen to $9,400, the shareholder will receive $94 free of any CDSC (12% of $9,400 divided by 12 monthly payments) and $6 subject to the lowest applicable CDSC. This ACWP privilege may be revised or terminated at any time. ALL SHARES. No CDSC is imposed on shares of any class subject to a CDSC ("CDSC Shares") to the extent that the CDSC Shares redeemed (i) are no longer subject to the holding period therefor, (ii) resulted from reinvestment of distributions on CDSC Shares, or (iii) were exchanged for shares of another Putnam fund, provided that the shares acquired in such exchange or subsequent exchanges (including shares of a Putnam money market fund) will continue to remain subject to the CDSC, if applicable, until the applicable holding period expires. In determining whether the CDSC applies to each redemption of CDSC Shares, CDSC Shares not subject to a CDSC are redeemed first. The Fund will waive any CDSC on redemptions, in the case of individual or Uniform Transfers to Minors Act accounts, in case of death or disability or for the purpose of paying benefits pursuant to tax-qualified retirement plans. Such payments currently include, without limitation, (1) distributions from an IRA due to death or disability, (2) a return of excess contributions to an IRA or 401(k) plan, and (3) distributions from retirement plans qualified under section 401(a) or section 403(b)(7) (a "403(b) plan") of the Internal Revenue Code of 1986, as amended (the "Code"), due to death, disability, retirement or separation from service. The Fund will also waive any CDSC in the case of the death of one joint tenant. These waivers may be changed at any time. Additional waivers may apply to IRA accounts opened prior to February 1, 1994. DISTRIBUTION PLAN If the Fund or a class of shares of the Fund has adopted a Distribution Plan, the Prospectus describes the principal features of the Plan. This Statement contains additional information which may be of interest to investors. Continuance of a Plan is subject to annual approval by a vote of the Trustees, including a majority of the Trustees who are not interested persons of the Fund and who have no direct or indirect interest in the Plan or related arrangements (the "Qualified Trustees"), cast in person at a meeting called for that purpose. All material amendments to a Plan must be likewise approved by the Trustees and the Qualified Trustees. No Plan may be amended in order to increase materially the costs which the Fund may bear for distribution pursuant to such Plan without also being approved by a majority of the outstanding voting securities of the Fund or the relevant class of the Fund, as the case may be. A Plan terminates automatically in the event of its assignment and may be terminated without penalty, at any time, by a vote of a majority of the Qualified Trustees or by a vote of a majority of the outstanding voting securities of the Fund or the relevant class of the Fund, as the case may be. If Plan payments are made to reimburse Putnam Mutual Funds for payments to dealers based on the average net asset value of Fund shares attributable to shareholders for whom the dealers are designated as the dealer of record, "average net asset value" attributable to a shareholder account means the product of (i) the Fund's average daily share balance of the account and (ii) the Fund's average daily net asset value per share (or the average daily net asset value per share of the class, if applicable). For administrative reasons, Putnam Mutual Funds may enter into agreements with certain dealers providing for the calculation of "average net asset value" on the basis of assets of the accounts of the dealer's customers on an established day in each quarter. Financial institutions receiving payments from Putnam Mutual Funds as described above may be required to comply with various state and federal regulatory requirements, including among others those regulating the activities of securities brokers or dealers. INVESTOR SERVICES SHAREHOLDER INFORMATION Each time shareholders buy or sell shares, they will receive a statement confirming the transaction and listing their current share balance. (Under certain investment plans, a statement may only be sent quarterly.) Shareholders will receive a statement confirming reinvestment of distributions in additional Fund shares (or in shares of other Putnam funds for Dividends Plus accounts) promptly following the quarter in which the reinvestment occurs. To help shareholders take full advantage of their Putnam investment, they will receive a Welcome Kit and a periodic publication covering many topics of interest to investors. The Fund also sends annual and semiannual reports that keep shareholders informed about its portfolio and performance, and year-end tax information to simplify their recordkeeping. Easy-to-read, free booklets on special subjects such as the Exchange Privilege and IRAs are available from Putnam Investor Services. Shareholders may call Putnam Investor Services toll-free weekdays at 1-800-225-1581 between 8:30 a.m. and 7:00 p.m. Boston time for more information, including account balances. YOUR INVESTING ACCOUNT The following information provides more detail concerning the operation of a Putnam Investing Account. For further information or assistance, investors should consult Putnam Investor Services. Shareholders who purchase shares through a defined contribution plan should note that not all of the services or features described below may be available to them, and they should contact their employer for details. A shareholder may reinvest a recent cash distribution without a front-end sales charge or without the reinvested shares being subject to a CDSC, as the case may be, by delivering to Putnam Investor Services the uncashed distribution check, endorsed to the order of the Fund. Putnam Investor Services must receive the properly endorsed check within 30 days after the date of the check. Upon written notice to shareholders, the Fund may permit shareholders who receive cash distributions to reinvest amounts representing returns of capital without a sales charge or without being subject to the CDSC. The Investing Account also provides a way to accumulate shares of the Fund. In most cases, after an initial investment of $500, a shareholder may send checks to Putnam Investor Services for $50 or more, made payable to the Fund, to purchase additional shares at the applicable public offering price next determined after Putnam Investor Services receives the check. For Putnam Corporate Asset Trust, the minimum initial investment is $25,000 and the minimum subsequent investment is $5,000. Checks must be drawn on a U.S. bank and must be payable in U.S. dollars. Putnam Investor Services acts as the shareholder's agent whenever it receives instructions to carry out a transaction on the shareholder's account. Upon receipt of instructions that shares are to be purchased for a shareholder's account, shares will be purchased through the investment dealer designated by the shareholder. Shareholders may change investment dealers at any time by written notice to Putnam Investor Services, provided the new dealer has a sales agreement with Putnam Mutual Funds. Shares credited to an account are transferable upon written instructions in good order to Putnam Investor Services and may be sold to the Fund as described under "How to buy shares, sell shares and exchange shares" in the Prospectus. Money market funds and certain other funds will not issue share certificates. A shareholder may send any certificates which have been previously issued to Putnam Investor Services for safekeeping at no charge to the shareholder. Putnam Mutual Funds, at its expense, may provide certain additional reports and administrative material to qualifying institutional investors with fiduciary responsibilities to assist these investors in discharging their responsibilities. Institutions seeking further information about this service should contact Putnam Mutual Funds, which may modify or terminate this service at any time. Putnam Investor Services may make special services available to shareholders with investments exceeding $1,000,000. Contact Putnam Investor Services for details. The Fund pays Putnam Investor Services' fees for maintaining Investing Accounts. REINSTATEMENT PRIVILEGE CLASS A SHARES AND CLASS M SHARES An investor who has sold shares to the Fund may reinvest (within 90 days) the proceeds of such sale in shares of the Fund, or may be able to reinvest (within 90 days) the proceeds in shares of the other continuously offered Putnam funds (through the Exchange Privilege described in the Prospectus and below). Any such reinvestment would be at the net asset value of the shares of the fund(s) the investor selects, next determined after Putnam Mutual Funds receives a Reinstatement Authorization and will not be subject to any sales charge, including a CDSC. CLASS B SHARES AND CLASS C SHARES An investor who has sold Class B and Class C shares to the Fund may reinvest (within 90 days) the proceeds of such sale in Class B and Class C shares of the Fund, or may be able to reinvest (within 90 days) the proceeds in Class B and Class C shares of other Putnam funds (through the Exchange Privilege described in the Prospectus and below). Upon such reinvestment, the investor would receive Class B and Class C shares at the net asset value next determined after Putnam Mutual Funds receives a Reinstatement Authorization subject to the applicable CDSC calculated for this purpose using the date of the original purchase. ALL SHARES Exercise of the Reinstatement Privilege does not alter the federal income tax treatment of any capital gains realized on a sale of Fund shares, but to the extent that any shares are sold at a loss and the proceeds are reinvested in shares of the Fund, some or all of the loss may be disallowed as a deduction. Consult your tax adviser. Investors who desire to exercise this Privilege should contact their investment dealer or Putnam Investor Services. EXCHANGE PRIVILEGE Except as otherwise set forth in this section, by calling Putnam Investor Services, investors may exchange shares valued up to $500,000 between accounts with identical registrations, provided that no certificates are outstanding for such shares and no address change has been made within the preceding 15 days. During periods of unusual market changes and shareholder activity, shareholders may experience delays in contacting Putnam Investor Services by telephone to exercise the Telephone Exchange Privilege. Putnam Investor Services also makes exchanges promptly after receiving a properly completed Exchange Authorization Form and, if issued, share certificates. If the shareholder is a corporation, partnership, agent, or surviving joint owner, Putnam Investor Services will require additional documentation of a customary nature. Because an exchange of shares involves the redemption of Fund shares and reinvestment of the proceeds in shares of another Putnam fund, completion of an exchange may be delayed under unusual circumstances if the Fund were to suspend redemptions or postpone payment for the Fund shares being exchanged, in accordance with federal securities laws. Exchange Authorization Forms and prospectuses of the other Putnam funds are available from Putnam Mutual Funds or investment dealers having sales contracts with Putnam Mutual Funds. The prospectus of each fund describes its investment objective(s) and policies, and shareholders should obtain a prospectus and consider these objectives and policies carefully before requesting an exchange. Shares of certain Putnam funds are not available to residents of all states. The Fund reserves the right to change or suspend the Exchange Privilege at any time. Shareholders would be notified of any change or suspension. Additional information is available from Putnam Investor Services. Shares of the Fund must be held at least 15 days by the shareholder requesting an exchange. There is no holding period if the shareholder acquired the shares to be exchanged through reinvestment of distributions, transfer from another shareholder, prior exchange or certain employer-sponsored defined contribution plans. In all cases, the shares to be exchanged must be registered on the records of the Fund in the name of the shareholder requesting the exchange. Shareholders of other Putnam funds may also exchange their shares at net asset value for shares of the Fund, as set forth in the current prospectus of each fund. For federal income tax purposes, an exchange is a sale on which the investor generally will realize a capital gain or loss depending on whether the net asset value at the time of the exchange is more or less than the investor's basis. The Exchange Privilege may be revised or terminated at any time. Shareholders would be notified of any such change or suspension. DIVIDENDS PLUS Shareholders may invest the Fund's distributions of net investment income or distributions combining net investment income and short-term capital gains in shares of the same class of another continuously offered Putnam fund (the "receiving fund") using the net asset value per share of the receiving fund determined on the date the Fund's distribution is payable. No sales charge or CDSC will apply to the purchased shares unless the Fund is a money market fund. The prospectus of each fund describes its investment objective(s) and policies, and shareholders should obtain a prospectus and consider these objective(s) and policies carefully before investing their distributions in the receiving fund. Shares of certain Putnam funds are not available to residents of all states. The minimum account size requirement for the receiving fund will not apply if the current value of your account in this Fund is more than $5,000. Shareholders of other Putnam funds (except for money market funds, whose shareholders must pay a sales charge or become subject to a CDSC) may also use their distributions to purchase shares of the Fund at net asset value. For federal tax purposes, distributions from the Fund which are reinvested in another fund are treated as paid by the Fund to the shareholder and invested by the shareholder in the receiving fund and thus, to the extent comprised of taxable income and deemed paid to a taxable shareholder, are taxable. The Dividends PLUS program may be revised or terminated at any time. PLANS AVAILABLE TO SHAREHOLDERS The Plans described below are fully voluntary and may be terminated at any time without the imposition by the Fund or Putnam Investor Services of any penalty. All Plans provide for automatic reinvestment of all distributions in additional shares of the Fund at net asset value. The Fund, Putnam Mutual Funds or Putnam Investor Services may modify or cease offering these Plans at any time. AUTOMATIC CASH WITHDRAWAL PLAN. An investor who owns or buys shares of the Fund valued at $10,000 or more at the current public offering price may open a Withdrawal Plan and have a designated sum of money ($50 or more) paid monthly, quarterly, semi-annually or annually to the investor or another person. (Payments from the Fund can be combined with payments from other Putnam funds into a single check through a Designated Payment Plan.) Shares are deposited in a Plan account, and all distributions are reinvested in additional shares of the Fund at net asset value (except where the Plan is utilized in connection with a charitable remainder trust). Shares in a Plan account are then redeemed at net asset value to make each withdrawal payment. Payment will be made to any person the investor designates; however, if shares are registered in the name of a trustee or other fiduciary, payment will be made only to the fiduciary, except in the case of a profit-sharing or pension plan where payment will be made to a designee. As withdrawal payments may include a return of principal, they cannot be considered a guaranteed annuity or actual yield of income to the investor. The redemption of shares in connection with a Withdrawal Plan generally will result in a gain or loss for tax purposes. Some or all of the losses realized upon redemption may be disallowed pursuant to the so-called wash sale rules if shares of the same fund from which shares were redeemed are purchased (including through the reinvestment of fund distributions) within a period beginning 30 days before, and ending 30 days after, such redemption. In such a case, the basis of the replacement shares will be increased to reflect the disallowed loss. Continued withdrawals in excess of income will reduce and possibly exhaust invested principal, especially in the event of a market decline. The maintenance of a Withdrawal Plan concurrently with purchases of additional shares of the Fund would be disadvantageous to the investor because of the sales charge payable on such purchases. For this reason, the minimum investment accepted while a Withdrawal Plan is in effect is $1,000, and an investor may not maintain a Plan for the accumulation of shares of the Fund (other than through reinvestment of distributions) and a Withdrawal Plan at the same time. The cost of administering these Plans for the benefit of those shareholders participating in them is borne by the Fund as an expense of all shareholders. The Fund, Putnam Mutual Funds or Putnam Investor Services may terminate or change the terms of the Withdrawal Plan at any time. A Withdrawal Plan will be terminated if communications mailed to the shareholder are returned as undeliverable. Investors should consider carefully with their own financial advisers whether the Plan and the specified amounts to be withdrawn are appropriate in their circumstances. The Fund and Putnam Investor Services make no recommendations or representations in this regard. TAX QUALIFIED RETIREMENT PLANS; 403(B) AND SEP PLANS. (NOT OFFERED BY FUNDS INVESTING PRIMARILY IN TAX-EXEMPT SECURITIES.) Investors may purchase shares of the Fund through the following Tax Qualified Retirement Plans, available to qualified individuals or organizations: Standard and variable profit-sharing (including 401(k)) and money purchase pension plans; and Individual Retirement Account Plans (IRAs). Each of these Plans has been qualified as a prototype plan by the Internal Revenue Service. Putnam Investor Services will furnish services under each plan at a specified annual cost. Putnam Fiduciary Trust Company serves as trustee under each of these Plans. Forms and further information on these Plans are available from investment dealers or from Putnam Mutual Funds. In addition, specialized professional plan administration services are available on an optional basis; contact Putnam Defined Contribution Plan Services at 1-800-225-2465, extension 8600. A 403(b) Retirement Plan is available for employees of public school systems and organizations which meet the requirements of Section 501(c)(3) of the Internal Revenue Code. Forms and further information on the 403(b) Plan are also available from investment dealers or from Putnam Mutual Funds. Shares of the Fund may also be used in simplified employee pension (SEP) plans. For further information on the Putnam prototype SEP plan, contact an investment dealer or Putnam Mutual Funds. Consultation with a competent financial and tax adviser regarding these Plans and consideration of the suitability of Fund shares as an investment under the Employee Retirement Income Security Act of 1974, or otherwise, is recommended. SIGNATURE GUARANTEES Redemption requests for shares having a net asset value of $100,000 or more must be signed by the registered owners or their legal representatives and must be guaranteed by a bank, broker/dealer, municipal securities dealer or broker, government securities dealer or broker, credit union, national securities exchange, registered securities association, clearing agency, savings association or trust company, provided such institution is acceptable under and conforms with Putnam Fiduciary Trust Company's signature guarantee procedures. A copy of such procedures is available upon request. If you want your redemption proceeds sent to an address other than your address as it appears on Putnam's records, you must provide a signature guarantee. Putnam Investor Services usually requires additional documentation for the sale of shares by a corporation, partnership, agent or fiduciary, or a surviving joint owner. Contact Putnam Investor Services for details. SUSPENSION OF REDEMPTIONS The Fund may not suspend shareholders' right of redemption, or postpone payment for more than seven days, unless the New York Stock Exchange is closed for other than customary weekends or holidays, or if permitted by the rules of the Securities and Exchange Commission during periods when trading on the Exchange is restricted or during any emergency which makes it impracticable for the Fund to dispose of its securities or to determine fairly the value of its net assets, or during any other period permitted by order of the Commission for protection of investors. SHAREHOLDER LIABILITY Under Massachusetts law, shareholders could, under certain circumstances, be held personally liable for the obligations of the Fund. However, the Agreement and Declaration of Trust disclaims shareholder liability for acts or obligations of the Fund and requires that notice of such disclaimer be given in each agreement, obligation, or instrument entered into or executed by the Fund or the Trustees. The Agreement and Declaration of Trust provides for indemnification out of Fund property for all loss and expense of any shareholder held personally liable for the obligations of the Fund. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which the Fund would be unable to meet its obligations. The likelihood of such circumstances is remote. STANDARD PERFORMANCE MEASURES Yield and total return data for the Fund may from time to time be presented in Part I of this Statement and in advertisements. In the case of funds with more than one class of shares, all performance information is calculated separately for each class. The data is calculated as follows. Total return for one-, five- and ten-year periods (or for such shorter periods as the Fund has been in operation or shares of the relevant class have been outstanding) is determined by calculating the actual dollar amount of investment return on a $1,000 investment in the Fund made at the beginning of the period, at the maximum public offering price for Class A shares and Class M shares and net asset value for other classes of shares, and then calculating the annual compounded rate of return which would produce that amount. Total return for a period of one year is equal to the actual return of the Fund during that period. Total return calculations assume deduction of the Fund's maximum sales charge or CDSC, if applicable, and reinvestment of all Fund distributions at net asset value on their respective reinvestment dates. The Fund's yield is presented for a specified thirty-day period (the "base period"). Yield is based on the amount determined by (i) calculating the aggregate amount of dividends and interest earned by the Fund during the base period less expenses accrued for that period, and (ii) dividing that amount by the product of (A) the average daily number of shares of the Fund outstanding during the base period and entitled to receive dividends and (B) the per share maximum public offering price for Class A shares or Class M shares, as appropriate and net asset value for other classes of shares on the last day of the base period. The result is annualized on a compounding basis to determine the yield. For this calculation, interest earned on debt obligations held by the Fund is generally calculated using the yield to maturity (or first expected call date) of such obligations based on their market values (or, in the case of receivables-backed securities such as GNMA's, based on cost). Dividends on equity securities are accrued daily at their stated dividend rates. If the Fund is a money market fund, yield is computed by determining the percentage net change, excluding capital changes, in the value of an investment in one share over the seven-day period for which yield is presented (the "base period"), and multiplying the net change by 365/7 (or approximately 52 weeks). Effective yield represents a compounding of the yield by adding 1 to the number representing the percentage change in value of the investment during the base period, raising that sum to a power equal to 365/7, and subtracting 1 from the result. If the Fund is a tax-exempt fund, the tax-equivalent yield during the base period may be presented for shareholders in one or more stated tax brackets. Tax-equivalent yield is calculated by adjusting the tax-exempt yield by a factor designed to show the approximate yield that a taxable investment would have to earn to produce an after-tax yield equal, for that shareholder, to the tax-exempt yield. The tax-equivalent yield will differ for shareholders in other tax brackets. At times, Putnam Management may reduce its compensation or assume expenses of the Fund in order to reduce the Fund's expenses. The per share amount of any such fee reduction or assumption of expenses during the Fund's past ten fiscal years (or for the life of the Fund, if shorter) is reflected in the table in the section entitled "Financial history" in the Prospectus. Any such fee reduction or assumption of expenses would increase the Fund's yield and total return during the period of the fee reduction or assumption of expenses. All data are based on past performance and do not predict future results. COMPARISON OF PORTFOLIO PERFORMANCE Independent statistical agencies measure the Fund's investment performance and publish comparative information showing how the Fund, and other investment companies, performed in specified time periods. Three agencies whose reports are commonly used for such comparisons are set forth below. From time to time, the Fund may distribute these comparisons to its shareholders or to potential investors. THE AGENCIES LISTED BELOW MEASURE PERFORMANCE BASED ON THEIR OWN CRITERIA RATHER THAN ON THE STANDARDIZED PERFORMANCE MEASURES DESCRIBED IN THE PRECEDING SECTION. LIPPER ANALYTICAL SERVICES, INC. distributes mutual fund rankings monthly. The rankings are based on total return performance calculated by Lipper, reflecting generally changes in net asset value adjusted for reinvestment of capital gains and income dividends. They do not reflect deduction of any sales charges. Lipper rankings cover a variety of performance periods, for example year-to-date, 1-year, 5-year, and 10-year performance. Lipper classifies mutual funds by investment objective and asset category. MORNINGSTAR, INC. distributes mutual fund ratings twice a month. The ratings are divided into five groups: highest, above average, neutral, below average and lowest. They represent a fund's historical risk/reward ratio relative to other funds with similar objectives. The performance factor is a weighted-average assessment of the Fund's 3-year, 5-year, and 10-year total return performance (if available) reflecting deduction of expenses and sales charges. Performance is adjusted using quantitative techniques to reflect the risk profile of the fund. The ratings are derived from a purely quantitative system that does not utilize the subjective criteria customarily employed by rating agencies such as Standard & Poor's Corporation and Moody's Investor Service, Inc. CDA/WIESENBERGER'S MANAGEMENT RESULTS publishes mutual fund rankings and is distributed monthly. The rankings are based entirely on total return calculated by Weisenberger for periods such as year-to-date, 1-year, 3-year, 5-year and 10-year. Mutual funds are ranked in general categories (e.g., international bond, international equity, municipal bond, and maximum capital gain). Weisenberger rankings do not reflect deduction of sales charges or fees. Independent publications may also evaluate the Fund's performance. Certain of those publications are listed below, at the request of Putnam Mutual Funds, which bears full responsibility for their use and the descriptions appearing below. From time to time the Fund may distribute evaluations by or excerpts from these publications to its shareholders or to potential investors. The following illustrates the types of information provided by these publications. BUSINESS WEEK publishes mutual fund rankings in its Investment Figures of the Week column. The rankings are based on 4-week and 52-week total return reflecting changes in net asset value and the reinvestment of all distributions. They do not reflect deduction of any sales charges. Funds are not categorized; they compete in a large universe of over 2000 funds. The source for rankings is data generated by Morningstar, Inc. INVESTOR'S BUSINESS DAILY publishes mutual fund rankings on a daily basis. The rankings are depicted as the top 25 funds in a given category. The categories are based loosely on the type of fund, e.g., growth funds, balanced funds, U.S. government funds, GNMA funds, growth and income funds, corporate bond funds, etc. Performance periods for sector equity funds can vary from 4 weeks to 39 weeks; performance periods for other fund groups vary from 1 year to 3 years. Total return performance reflects changes in net asset value and reinvestment of dividends and capital gains. The rankings are based strictly on total return. They do not reflect deduction of any sales charges. Performance grades are conferred from A+ to E. An A+ rating means that the fund has performed within the top 5% of a general universe of over 2000 funds; an A rating denotes the top 10%; an A- is given to the top 15%, etc. BARRON'S periodically publishes mutual fund rankings. The rankings are based on total return performance provided by Lipper Analytical Services. The Lipper total return data reflects changes in net asset value and reinvestment of distributions, but does not reflect deduction of any sales charges. The performance periods vary from short-term intervals (current quarter or year-to-date, for example) to long-term periods (five-year or ten-year performance, for example). Barron's classifies the funds using the Lipper mutual fund categories, such as Capital Appreciation Funds, Growth Funds, U.S. Government Funds, Equity Income Funds, Global Funds, etc. Occasionally, Barron's modifies the Lipper information by ranking the funds in asset classes. "Large funds" may be those with assets in excess of $25 million; "small funds" may be those with less than $25 million in assets. THE WALL STREET JOURNAL publishes its Mutual Fund Scorecard on a daily basis. Each Scorecard is a ranking of the top-15 funds in a given Lipper Analytical Services category. Lipper provides the rankings based on its total return data reflecting changes in net asset value and reinvestment of distributions and not reflecting any sales charges. The Scorecard portrays 4-week, year-to-date, one-year and 5-year performance; however, the ranking is based on the one-year results. The rankings for any given category appear approximately once per month. FORTUNE magazine periodically publishes mutual fund rankings that have been compiled for the magazine by Morningstar, Inc. Funds are placed in stock or bond fund categories (for example, aggressive growth stock funds, growth stock funds, small company stock funds, junk bond funds, Treasury bond funds, etc.), with the top-10 stock funds and the top-5 bond funds appearing in the rankings. The rankings are based on 3-year annualized total return reflecting changes in net asset value and reinvestment of distributions and not reflecting sales charges. Performance is adjusted using quantitative techniques to reflect the risk profile of the fund. MONEY magazine periodically publishes mutual fund rankings on a database of funds tracked for performance by Lipper Analytical Services. The funds are placed in 23 stock or bond fund categories and analyzed for five-year risk adjusted return. Total return reflects changes in net asset value and reinvestment of all dividends and capital gains distributions and does not reflect deduction of any sales charges. Grades are conferred (from A to E): the top 20% in each category receive an A, the next 20% a B, etc. To be ranked, a fund must be at least one year old, accept a minimum investment of $25,000 or less and have had assets of at least $25 million as of a given date. FINANCIAL WORLD publishes its monthly Independent Appraisals of Mutual Funds, a survey of approximately 1000 mutual funds. Funds are categorized as to type, e.g., balanced funds, corporate bond funds, global bond funds, growth and income funds, U.S. government bond funds, etc. To compete, funds must be over one year old, have over $1 million in assets, require a maximum of $10,000 initial investment, and should be available in at least 10 states in the United States. The funds receive a composite past performance rating, which weighs the intermediate- and long-term past performance of each fund versus its category, as well as taking into account its risk, reward to risk, and fees. An A+ rated fund is one of the best, while a D-rated fund is one of the worst. The source for Financial World rating is Schabacker investment management in Rockville, MD. FORBES magazine periodically publishes mutual fund ratings based on performance over at least two bull and bear market cycles. The funds are categorized by type, including stock and balanced funds, taxable bond funds, municipal bond funds, etc. Data sources include Lipper Analytical Services and CDA Investment Technologies. The ratings are based strictly on performance at net asset value over the given cycles. Funds performing in the top 5% receive an A+ rating; the top 15% receive an A rating; and so on until the bottom 5% receive an F rating. Each fund exhibits two ratings, one for performance in "up" markets and another for performance in "down" markets. KIPLINGER'S PERSONAL FINANCE MAGAZINE (formerly Changing Times), periodically publishes rankings of mutual funds based on one-, three- and five-year total return performance reflecting changes in net asset value and reinvestment of dividends and capital gains and not reflecting deduction of any sales charges. Funds are ranked by tenths: a rank of 1 means that a fund was among the highest 10% in total return for the period; a rank of 10 denotes the bottom 10%. Funds compete in categories of similar funds--aggressive growth funds, growth and income funds, sector funds, corporate bond funds, global governmental bond funds, mortgage-backed securities funds, etc. Kiplinger's also provides a risk-adjusted grade in both rising and falling markets. Funds are graded against others with the same objective. The average weekly total return over two years is calculated. Performance is adjusted using quantitative techniques to reflect the risk profile of the fund. U.S. NEWS AND WORLD REPORT periodically publishes mutual fund rankings based on an overall performance index (OPI) devised by Kanon Bloch Carre & Co., a Boston research firm. Over 2000 funds are tracked and divided into 10 equity, taxable bond and tax-free bond categories. Funds compete within the 10 groups and three broad categories. The OPI is a number from 0-100 that measures the relative performance of funds at least three years old over the last 1, 3, 5 and 10 years and the last six bear markets. Total return reflects changes in net asset value and the reinvestment of any dividends and capital gains distributions and does not reflect deduction of any sales charges. Results for the longer periods receive the most weight. THE 100 BEST MUTUAL FUNDS YOU CAN BUY (1992), authored by Gordon K. Williamson. The author's list of funds is divided into 12 equity and bond fund categories, and the 100 funds are determined by applying four criteria. First, equity funds whose current management teams have been in place for less than five years are eliminated. (The standard for bond funds is three years.) Second, the author excludes any fund that ranks in the bottom 20 percent of its category's risk level. Risk is determined by analyzing how many months over the past three years the fund has underperformed a bank CD or a U.S. Treasury bill. Third, a fund must have demonstrated strong results for current three-year and five-year performance. Fourth, the fund must either possess, in Mr. Williamson's judgment, "excellent" risk-adjusted return or "superior" return with low levels of risk. Each of the 100 funds is ranked in five categories: total return, risk/volatility, management, current income and expenses. The rankings follow a five-point system: zero designates "poor"; one point means "fair"; two points denote "good"; three points qualify as a "very good"; four points rank as "superior"; and five points mean "excellent." In addition, Putnam Mutual Funds may distribute to shareholders or prospective investors illustrations of the benefits of reinvesting tax-exempt or tax-deferred distributions over specified time periods, which may include comparisons to fully taxable distributions. These illustrations use hypothetical rates of tax-advantaged and taxable returns and are not intended to indicate the past or future performance of any fund. DEFINITIONS "Putnam Management" -- Putnam Investment Management, Inc., the Fund's investment manager. "Putnam Mutual Funds" -- Putnam Mutual Funds Corp., the Fund's principal underwriter. "Putnam Fiduciary Trust -- Putnam Fiduciary Trust Company, Company" the Fund's custodian. "Putnam Investor Services" -- Putnam Investor Services, a division of Putnam Fiduciary Trust Company, the Fund's investor servicing agent. PUTNAM MONEY MARKET FUND PUTNAM TAX EXEMPT MONEY MARKET FUND FORM N-1A PART C OTHER INFORMATION ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS (a) Index to Financial Statements and Supporting Schedules: (1) Financial Statements for Putnam Money Market Fund and Putnam Tax Exempt Money Market Fund : Statement of assets and liabilities -- September 30, 1994(a) . Statement of operations -- period ended September 30, 1994 for Putnam Money Market Fund and year ended September 30, 1994 for Putnam Tax Exempt Money Market Fund(a). Statement of changes in net assets -- period ended September 30, 1994 and year ended October 31, 1993 for Putnam Money Market Fund and years ended September 30, 1994 and 1993 for Putnam Tax Exempt Money Market Fund(a). Financial highlights (a)(b) . Notes to financial statements(a). (2) Supporting Schedules: Schedule I -- Portfolio of investments owned -- September 30, 1994(a) . Schedules II through IX omitted because the required matter is not present. - ---------------------- (a) Incorporated by reference into Parts A and B. (b) Included in Part A. (b) Exhibits : 1a . Agreement and Declaration of Trust as amended and restated on July 7, 1994 for Putnam Money Market Fund -- Exhibit 1. 1b. Agreement and Declaration of Trust, as amended July 13, 1992, for Putnam Tax Exempt Money Market Fund - - Incorporated by reference to Post-Effective Amendment No. 6 to the Registrant's Registration Statement. 2. By-Laws , as amended through February 1, 1994 for Putnam Money Market Fund and Putnam Tax Exempt Money Market Fund -- Exhibit 2. 3. Not applicable. 4a. Portions of Agreement and Declaration of Trust Relating to Shareholders' Rights for Putnam Money Market Fund - - Exhibit 3. 4b. Portions of Agreement and Declaration of Trust Relating to Shareholders' Rights for Putnam Tax Exempt Money Market Fund -- Incorporated by reference to Post-Effective Amendment No. 7 to the Registrant's Registration Statement. 4c. Portions of By-Laws Relating to Shareholders' Rights for Putnam Money Market Fund and Putnam Tax Exempt Money Market Fund --Exhibit 4. 5a . Copy of Management Contract dated December 21, 1988 for Putnam Money Market Fund - -Incorporated by reference to Post-Effective Amendment No. 17 to the Registrant's Registration Statement. 5b. Copy of Management Contract dated July 9, 1992 for Putnam Tax Exempt Money Market Fund -- Incorporated by reference to the Registrant's Post-Effective Amendment No. 6 to the Registrant's Registration Statement. 6a. Copy of Distributor's Contract dated September 1, 1994 for Putnam Money Market Fund -- Exhibit 5. 6b. Copy of Distributor's Contract dated May 6, 1994 for Putnam Tax Exempt Money Market Fund -- Exhibit 6. 6c. Copy of Specimen Dealer Sales Contract for Putnam Money Market Fund - - Incorporated by reference to Post- Effective Amendment No. 21 to the Registrant's Registration Statement. 6d. Copy of Specimen Dealer Sales Contract for Putnam Tax Exempt Money Market Fund --Incorporated by reference to Post- Effective Amendment No. 5 to the Registrant's Registration Statement. 6e . Copy of Specimen Financial Institution Sales Contract for Putnam Money Market Fund - - Incorporated by reference to Post- Effective Amendment No. 21 to the Registrant's Registration Statement. 6f. Copy of Specimen Financial Institution Sales Contract for Putnam Tax Exempt Money Market Fund -- Incorporated by reference to Post-Effective Amendment No. 5 to the Registrant's Registration Statement. 7. Not applicable . 8a . Copy of Custodian Agreement with Putnam Fiduciary Trust Company dated May 3, 1991, as amended July 13, 1992 for Putnam Money Market Fund -- Incorporated by reference to Post-Effective Amendment No. 23 to the Registrant's Registration Statement. 8b. Copy of Custodian Agreement with Putnam Fiduciary Trust Company dated May 3, 1991, as amended July 13, 1992 for Putnam Tax Exempt Money Market Fund -- Incorporated by reference to Post-Effective Amendment No. 7 to the Registrant's Registration Statement. 9a . Copy of Investor Servicing Agreement dated June 3, 1991 with Putnam Fiduciary Trust Company for Putnam Money Market Fund - -Incorporated by reference to Post-Effective Amendment No. 21 to the Registrant's Registration Statement. 9b. Copy of Investor Servicing Agreement dated June 3, 1991 with Putnam Fiduciary Trust Company for Putnam Tax Exempt Money Market Fund -- Incorporated by reference to Post-Effective Amendment No. 5 to the Registrant's Registration Statement. 10a . Opinion of Ropes & Gray, including consent for Putnam Tax Exempt Money Market Fund - - Exhibit 7 . 11. Not applicable. 12. Not applicable. 13a . Class B Investment Letter from The Putnam Management Company, Inc. to the Registrant dated April 24, 1992 for Putnam Money Market Fund - - Incorporated by reference to Post- Effective Amendment No. 22 to the Registrant's Registration Statement. 13b. Investment Letter from The Putnam Management Company, Inc. to Putnam Tax Exempt Money Market Fund - - Incorporated by reference to the Registrant's Pre -Effective Amendment No. 2 to the Registrant's Registration Statement. 14. Not applicable. 15a. Copy of Class B Distribution Plan and Agreement dated April 24, 1992 for Putnam Money Market Fund - - Incorporated by reference to Post-Effective Amendment No. 22 to the Registrant's Registration Statement. 15b. Copy of Class M Distribution Plan and Agreement dated November 28, 1994 for Putnam Money Market Fund -- Exhibit 8. 15c. Copy of Distribution Plan and Agreement dated July 10, 1987, as amended on January 1, 1990 for Putnam Tax Exempt Money Market Fund -- Incorporated by reference to the Registrant's Post-Effective Amendment No. 4 to the Registrant's Registration Statement. 15d. Copy of Specimen Dealer Service Agreement for Putnam Money Market Fund - - Incorporated by reference to Post-Effective Amendment No. 22 to the Registrant's Registration Statement. 15e. Copy of Specimen Dealer Service Agreement for Putnam Tax Exempt Money Market Fund --Incorporated by reference to the Registrant's Post-Effective Amendment No. 25 to the Registrant's Registration Statement. 15f . Copy of Specimen Financial Institution Service Agreement for Putnam Money Market Fund - - Incorporated by reference to Post-Effective Amendment No. 22 to the Registrant's Registration Statement. 15g. Copy of Specimen Financial Institution Service Agreement for Putnam Tax Exempt Money Market Fund -- Incorporated by reference to the Registrant's Post- Effective Amendment No. 6 to the Registrant's Registration Statement. 16a . Schedules for computation of performance quotations for Putnam Money Market Fund - - Exhibit 9. 16b. Schedules for computation of performance quotations for Putnam Tax Exempt Money Market Fund -- Exhibit 10. 17a. Financial Data Schedules for Class A shares of Putnam Money Market Fund -- Exhibit 11. 17b. Financial Data Schedules for Class B shares of Putnam Money Market Fund -- Exhibit 12. 17c. Financial Data Schedules for Putnam Tax Exempt Money Market Fund -- Exhibit 13. ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANTS None. ITEM 26. NUMBER OF HOLDERS OF SECURITIES As of September 30, 1994 the number of shares of beneficial interest of Registrants held of record were as follows: Number of Record Holders - ---------------- Putnam Money Market Fund - Class A 46,542 Putnam Money Market Fund - Class B 7,193 Putnam Tax Exempt Money Market Fund 4,787 No Class M shares for the Money Market Fund were outstanding as of September 30, 1994 . ITEM 27. INDEMNIFICATION The information required by this item is incorporated by reference from Putnam Money Market Fund's Registration Statement on Form N-8B-1 under the Investment Company Act of 1940 (File No. 811-2608) and for Putnam Tax Exempt Money Market Fund, incorporated by reference to its Initial Registration Statement on Form N-1A (File No. 811- 5215) . Item 28. Business and Other Connections of Investment Adviser Except as set forth below, the directors and officers of the Registrant's investment adviser have been engaged during the past two fiscal years in no business, vocation or employment of a substantial nature other than as directors or officers of the investment adviser or certain of its corporate affiliates. Certain officers of the investment adviser serve as officers of some or all of the Putnam funds. The address of the investment adviser, its corporate affiliates and the Putnam Funds is One Post Office Square, Boston, Massachusetts 02109. NAME NON-PUTNAM BUSINESS AND OTHER CONNECTIONS John V. Adduci Prior to July, 1993, Human Resources Assistant Vice President Manager, First Security Services, 80 Main St., Reading, MA 01867 Gail S. Attridge Prior to November, 1993, International Vice President Analyst, Keystone Custodian Funds, 200 Berkley Street, Boston, MA 02116 James E. Babcock Prior to June, 1994, Interest Assistant Vice President Supervisor, Salomon Brothers, Inc. 7 World Trade Center, New York, NY 10048 Prior to June, 1993, Audit Manager, Coopers & Lybrand, One Sylvan Way, Parsipanny, NJ 07054 Robert K. Baumbach Prior to August, 1994, Vice President Vice President and Analyst, Keystone Custodian funds, 200 Berkely St., Boston, MA 02110 Sharon A. Berka Prior to January, 1994, Vice Vice President President - Compensation Manager, BayBanks, Inc., 175 Federal Street, Boston, MA 02110 Edward P. Bousa Prior to October, 1992, Vice President Senior Vice President and Portfolio Manager, Fidelity Investments, 82 Devonshire St., Boston, MA 02109 Michael F. Bouscaren Prior to May, 1994, President and Senior Vice President Chairman of the Board of Directors at Salomon Series Funds, Inc. and a Director of Salomon Brothers Asset Management, 7 World Trade Center, New York, NY 10048 Brett Browchuk Prior to April, 1994, Managing Managing Director Director, Fidelity Investments, 82 Devonshire St., Boston, MA 02109 Carolyn S. Bunten Prior to July, 1993, Assistant Trader, Assistant Vice President Scudder Stevens & Clark, Inc., 175 Federal St., Boston, MA 02110 Andrea Burke Prior to August, 1994, Vice President Vice President and Portfolio Manager, Back Bay Advisors, 399 Boylston St., Boston, MA 02116 John M. Burton Prior to June, 1994, Manager -- Assistant Vice President Marketing Asset Management Pension Services, The Travelers, Inc., 1 Tower Square, Hartford, CT 06183 Patricia A. Carey Prior to May, 1993, Research Analyst, Assistant Vice President John Hancock Financial Services, 100 Clarendon St., Boston, MA 02116 Peter Carman Prior to August, 1993, Chief Senior Managing Director Investment Officer, Chairman, U.S. Equity Investment Policy Committee, Member of Board of Directors, Sanford C. Bernstein & Co., Inc., 767 Fifth Avenue, New York, NY 10153 Steven Cheshire Prior to January, 1994, Assistant Vice President Vice President, Wellington Management, 75 State Street, Boston, MA 02109 Anna Coppola Prior to May, 1993, Associate, Assistant Vice President Heidrick & Struggles, One Post Office Square, Boston, MA 02109 Kathleen Crews Prior to February, 1993, Assistant Assistant Vice President Vice President, Alliance Capital Management, L.P., 1345 Avenue of the Americas, New York, NY 10105 York, NY Kenneth L. Daly Prior to September, 1993, Vice Senior Vice President President, Fidelity Investments, 82 Devonshire St., Boston, MA 02109 John A. DeTore Prior to January, 1994, Director of Managing Director Quantitative Portfolio Management, Wellington Management, 75 State Street, Boston, Ma 02109 Michael G. Dolan Prior to February, 1994, Senior Assistant Vice President Financial Analyst, General Electric Company, 1000 Western Ave., Lynn, MA 01905 Joseph Eagleeye Prior to August, 1994, Associate, Assistant Vice President David Taussig & Associates, 424 University Ave., Sacremento, CA 95813 Richard B. England Prior to December, 1992, Investment Senior Vice President Officer, Aetna Equity Investors, 151 Farmington Avenue, Hartford, CT, 06156 Jonathan H. Francis Prior to March, 1993, President, Senior Vice President J.H. Francis & Co., N. Pheasant Lane, Westport, CT 06880 James F. Giblin Prior to April, 1993, Managing Senior Vice President Director, CIGNA Corp. Investments, Inc., 900 Cottage Grove Rd. Bloomfield, CT 06152 Thomas C. Goggins Prior to June, 1993, Portfolio Vice President Manager, Transamerica Investment Services, 1150 South Olive Street, Los Angeles, CA 90015 Mark D. Goodwin Prior to May, 1994, Manager, Audit & Assistant Vice President Operations Analysis, Mitre Corporation, 202 Burlington Rd., Bedford, MA 01730 Stephen Gorman Prior to July, 1994, Financial Assistant Vice President Analyst, Boston Harbor Trust Company, 100 Federal St., Boston, MA 02110 Daniel J. Grim Prior to May 1993, Consultant, Vice President Connie Lee, 2445 M Street N.W., Washington, D.C. 20037; Chief Operating Officer, Boardwalk, Inc., Minocqua, WI 54548 Billy P. Han Prior to December, 1992, Vice Vice President President, Scudder, Stevens & Clark, Inc., 160 Federal Street, Boston, MA 02110 Deborah R. Healy Prior to June, 1994, Senior Equity Senior Vice President Trader, Fidelity Management & Research Company, 82 Devonshire St., Boston, MA 02109 Lisa Heitman Prior to July, 1994, Securities Analyst, Lord, Abbett & Company, 767 Fifth Ave., New York, NY 10153 Michael F. Hotchkiss Prior to May, 1994, Vice President, Vice President Massachusetts Financial Services, 500 Boylston St., Boston, MA 02116 Walter Hunnewell, Jr. Prior to April, 1994, Managing Vice President Director, Veronis, Suhler & Associates, 350 Park Avenue, New York, NY 10022 Stephon A. Jackson Prior to December, 1992, nalyst, Assistant Vice President Arco Investment Management Co., 515 South Flower Street, Los Angeles, CA 91030 Jeffrey L. Knight Prior to March, 1993, Teacher, Vice President Greater Newburyport Educational Collaborative, Newburyport, MA 01950 Jeffrey J. Kobylarz Prior to May, 1993, Credit Analyst, Vice President Dean Witter Reynolds, Inc., Two World Trade Center, New York, NY 10048 D. William Kohli Prior to September, 1994, Executive Senior Vice President Vice President and Co-Director of Global Bond Managment; Prior to 1993, Portfolio Manager, Franklin Advisors/Templeton Investment Counsel, 777 Mariners Island Blvd., San Mateo, CA 94404 Karen R. Korn Prior to June, 1994, Vice President, Vice President Assistant to the President, Designs, Inc. 1244 Boylston St., Chestnut Hill, MA 02167 Prior to March, 1993, Vice President, Paine Webber, Inc., 265 Franklin St., Boston, MA 02110 Bruce M. Landers Prior to February, 1993, Manager, Assistant Vice President Purchasing, Vicor Coproration, 23 Frontage Road, Andover, MA 01810 Lawrence J. Lasser Director, Marsh & McLennan Companies, President, Director Inc., 1221 Avenue of the Americas, and Chief Executive New York, NY 10020 Officer Director, INROADS/Central New England, Inc., 99 Bedford St., Boston, MA 02111 John A. Libertine, Jr. Prior to December, 1992, Tax Manager, Assistant Vice President Coopers & Lybrand, One Post Office Square, Boston, MA 02109 Jeff Lindsay Prior to April, 1994, Vice President Vice President and Board Member, Strategic Portfolio Management, 900 Ashwood Parkway, Suite 290, Atlanta, GA 30338 Robert A. Madore Prior to October, 1992, Senior Vice Vice President President and Portfolio Manager, Fiduciary Captial Management, Inc. 51 Sherman Hill Rd., Woodbury, CT 06798 Frederick S. Marius Prior to September, 1992, Associate Assistant Vice President Attorney at Skadden Arps, One Associate Counsel Beacon St., Boston, MA 02109 Michael Martino Prior to January, 1994, Executive Senior Vice President Vice President and Chief Investment Officer until 1992; Senior Vice President and Portfolio Manager from 1990 to 1992, Back Bay Advisors, 399 Boylston St, Boston, MA 02116 Andrew S. Matteis Prior to March, 1993, Vice President, Vice President Fitch Investors Service, One State Street Plaza, New York, NY 10004 Susan McCormack Prior to May, 1994, Associate Vice President Investment Banker, Merrill Lynch & Co., 350 South Grand Ave., Suite 2830, Los Angeles, CA 90071 Michael J. Mufson Prior to June, 1993, Senior Equity Vice President Analyst, Stein Roe & Farnham, One South Wacker Drive, Chicago, Il 60606 Warren S. Naphtal Prior to January, 1994, Managing Senior Vice President Director, Continental Bank, 231 So. Lasalle St., Chicago, IL 60697 Jeffrey W. Netols Prior to February, 1993, Portfolio Senior Vice President Analyst, Associated Bank, 200 N. Adams, Greenbay, WI 54307 Patrick C. O'Donnell, Jr. Prior to May, 1994, President, Managing Director Exeter Research, Inc., 163 Water Street, Exeter, New Hampshire, 03833 Brian O'Keefe Prior to December, 1993, Vice Vice President President - Foreign Exchange Trader, Bank of Boston, 100 Federal Street, Boston, MA 02109 Pat G. Patel Prior to April, 1993, Regional Vice President Manager, Zacks Investment Research, 155 N. Wacker Drive, Chicago, IL 60606 Margaret Pietropaolo Prior to January, 1994, Data Base/ Assistant Vice President Production Analyst, Wellington Management, 75 State Street, Boston, MA 02109 George Putnam Chairman and Director, Putnam Mutual Chairman and Director Funds Corp. Director, The Boston Company, Inc., One Boston Place, Boston, MA 02108 Director, Boston Safe Deposit and Trust Company, One Boston Place, Boston, MA 02108 Director, Freeport-McMoRan, Inc., 200 Park Avenue, New York, NY 10166 Director, General Mills, Inc., 9200 Wayzata Boulevard, Minneapolis, MN 55440 Director, Houghton Mifflin Company, One Beacon Street, Boston, MA 02108 Director, Marsh & McLennan Companies, Inc., 1221 Avenue of the Americas, New York, NY 10020 Director, Rockefeller Group, Inc., 1230 Avenue of the Americas, New York, NY 10020 Christopher A. Ray Prior to December, 1992, Vice Vice President President and Portfolio Manager at Scudder, Stevens & Clark, Inc., 160 Federal Street, Boston, MA 02110 Mark J. Siegel Prior to June, 1993, Vice President, Vice President Salomon Brothers International, Ltd., Victoria Plaza, 111 Buckingham Palace Road, London SW1W 0SB, England Joanne Soja Prior to June, 1993, Managing Senior Vice President Director/Portfolio Manager, Chancellor Capital Management, 153 East 53rd Street, New York, NY 10002 George W. Stairs Prior to July, 1994, Equity Research Vice President Analyst, ValueQuest Limited, Roundy's Hill, Marblehead, MA 01945 Hillary F. Till Prior to May, 1994, Fixed-Income Vice President Deritive Trader, Bank of Boston, 100 Federal Street, Boston, MA 02109 Prior to December, 1993, Equity Analyst, Harvard Management Company, 600 Atlantic St., Boston, MA 02109 Bonnie L. Troped Prior to May, 1993, Assistant Vice Vice President President/Director of Corporate Events, The Boston Company, One Boston Place, Boston, MA 02108 Elizabeth A. Underhill Prior to August, 1994, Vice President Vice President and Senior Equity Analyst, State Street Bank and Trust Company, 225 Franklin St., Boston, MA 02110 Charles C. Van Vleet Prior to August, 1994, Vice President Senior Vice President and Fixed-Income Manager, Alliance Capital Management, 1345 Avenue of the Americas, New York, NY 10105 Michael R. Weinstein Prior to March, 1994, Management Vice President Consultant, Arthur D. Little, Acorn Park, Cambridge, MA 02140 Item 29. Principal Underwriter (a) Putnam Mutual Funds Corp. is the principal underwriter for each of the following investment companies, including the Registrant: Putnam Adjustable Rate U.S. Government Fund, Putnam American Government Income Fund, Putnam Arizona Tax Exempt Income Fund, Putnam Asia Pacific Growth Fund, Putnam Asset Allocation Funds, Putnam Balanced Government Fund, Putnam California Tax Exempt Income Trust, Putnam California Tax Exempt Money Market Fund, Putnam Capital Appreciation Fund, Putnam Capital Growth and Income Fund, Putnam Capital Manager Trust, Putnam Convertible Income-Growth Trust, Putnam Corporate Asset Trust, Putnam Diversified Equity Trust, Putnam Diversified Income Trust, Putnam Dividend Growth Fund, Putnam Equity Income Fund, Putnam Europe Growth Fund, Putnam Federal Income Trust, Putnam Florida Tax Exempt Income Fund, The George Putnam Fund of Boston, Putnam Global Governmental Income Trust, Putnam Global Growth Fund, Putnam Growth Fund, The Putnam Fund for Growth and Income, Putnam Health Sciences Trust, Putnam High Yield Trust, Putnam High Yield Advantage Fund, Putnam Income Fund, Putnam Intermediate Tax Exempt Income Fund, Putnam Investors Fund, Putnam Managed Income Trust, Putnam Massachusetts Tax Exempt Income Fund II, Putnam Michigan Tax Exempt Income Fund II, Putnam Minnesota Tax Exempt Income Fund II, Putnam Money Market Fund, Putnam Municipal Income Fund, Putnam Natural Resources Fund, Putnam New Jersey Tax Exempt Income Fund, Putnam New Opportunities Fund, Putnam New York Tax Exempt Income Fund, Putnam New York Tax Exempt Money Market Fund, Putnam New York Tax Exempt Opportunities Fund, Putnam Ohio Tax Exempt Income Fund II, Putnam OTC Emerging Growth Fund, Putnam Overseas Growth Fund, Putnam Pennsylvania Tax Exempt Income Fund, Putnam Research Analyst Fund, Putnam Tax-Free Income Trust, Putnam Tax Exempt Income Fund, Putnam Tax Exempt Money Market Fund, Putnam U.S. Government Income Trust, Putnam Utilities Growth and Income Fund, Putnam Vista Fund, Putnam Voyager Fund (b) The directors and officers of the Registrant's principal underwriter are:
Positions and Offices Positions and Offices Name with Underwriter with Registrant John V. Adduci Assistant Vice President None Christopher S. Alpaugh Vice President None Paulette C. Amisano Vice President None Ronald J. Anwar Vice President None Karen M. Apatow Assistant Vice President None Steven E. Asher Senior Vice President None Georgette M. Bacca Vice President None Ira G. Baron Senior Vice President None John L. Bartlett Senior Vice President None Steven M. Beatty Vice President None Matthew F. Beaudry Vice President None Robert A. Benish Vice President None John J. Bent Vice President None Sharon A. Berka Vice President None James R. Besher Vice President None Suzanne J. Bessett Vice President None Maureen L. Boisvert Vice President None Keith R. Bouchard Vice President None Leslee R. Bresnahan Vice President None James D. Brockelman Senior Vice President None Scott C. Brown Vice President None Gail Buckner Senior Vice President None Robert W. Burke Senior Managing Director None Richard P. Busher Vice President None Ellen S. Callahan Assistant Vice President None William A. Campagna Senior Vice President None Charles A. Carey Assistant Vice President None Patricia A. Cartwright Assistant Vice President None Christopher D. Caton Assistant Vice President None Stephen J. Chaput Assisant Vice President None Daniel J. Church Vice President None James E. Clinton Assistant Vice President None Kathleen M. Collman Managing Director None Mark L. Coneeny Vice President None Donald A. Connelly Senior Vice President None Anna Coppola Assistant Vice President None F. Nicholas Corvinus Senior Vice President None Kenneth L. Daly Senior Vice President None Edward H. Dane Assistant Vice President None Nancy M. Days Assistant Vice President None Daniel J. Delianedis Vice President None J. Thomas Depres Senior Vice President None Michael G. Dolan Assistant Vice President None Scott M. Donaldson Vice President None Emily J. Durbin Assistant Vice President None David B. Edlin Senior Vice President None James M. English Senior Vice President None Vincent Esposito Senior Vice President None Mary K. Farrell Assistant Vice President None Susan H. Feldman Vice President None Michael J. Fetcher Assistant Vice President None Paul F. Fichera Senior Vice President None C. Nancy Fisher Senior Vice President None Mitchell B. Fishman Vice President None Joseph C. Fiumara Vice President None Patricia C. Flaherty Senior Vice President None Judy P. Frodigh Vice President None Samuel F. Gagliardi Vice President None Judy S. Gates Vice President None Richard W. Gauger Assistant Vice President None Joseph P. Gennaco Vice President None Steven E. Gibson Managing Director None Mark D. Goodwin Assistant Vice President None Robert Goodman Managing Director None Robert G. Greenly Vice President None Thomas W. Halloran Vice President None Marilyn M. Hausammann Senior Vice President None Howard W. Hawkins, III Vice President None Deanna R. Hayes-Castro Assistant Vice President None Paul P. Heffernan Vice President None Susan M. Heimanson Vice President None Bradley J. Hilsabeck Vice President None Bess J.M. Hochstein Vice President None Maureen A. Holmes Assistant Vice President None William J. Hurley Senior Vice President None Gregory E. Hyde Vice President None Dwight D. Jacobsen Senior Vice President None Douglas B. Jamieson Director and Senior Managing Director None Jay M. Johnson Vice President None Kevin M. Joyce Senior Vice President None John P. Keating Vice President None James J. Kilbane Vice President None Deborah H. Kirk Senior Vice President None Jill A. Koontz Assistant Vice President None Howard H. Kreutzberg Senior Vice President None Edward V. Lewandowski Senior Vice President None Edward V. Lewandowski, Jr. Vice President None Samuel L. Lieberman Vice President None Rufino R. Lomba Vice President None Maura A. Lockwood Assistant Vice President None Robert F. Lucey Senior Managing Director None Philip J. Lussier Managing Director None Ann Malatos Assistant Vice President None Renee L. Maloof Assistant Vice President None Frederick S. Marius Assistant Vice President None Karen E. Marotta Vice President None Jill Maserian Vice President None Kathleen M. McAnulty Assistant Vice President None Anne B. McCarthy Assistant Vice President None Mark J. McKenna Vice President None Marla J. McDougall Assistant Vice President None Walter S. McFarland Vice President None Greg J. McMillan Assistant Vice President None Robert E. McMurtrie Vice President None Claye A. Metelmann Assistant Vice President None J. Chris Meyer Senior Vice President None Douglas W. Miller Vice President None Ronald K. Mills Vice President None Mitchell L. Moret Vice President None Donald E. Mullen Vice President None Brendan R. Murray Vice President None Robert Nadherny Vice President None Alexander L. Nelson Managing Director None Jane M. Nickodemus Vice President None John P. Nickodemus Vice President None Michael C. Noonis Assistant Vice President None Peter A. Nyhus Vice President None Kristen P. O'Brien Vice President None Lorie C. O'Malley Senior Vice President None Kevin L. O'Shea Vice President None Philip G. Padgett, Jr. Vice President None Richard N. Pallan Senior Managing Director None Scott A. Papes Vice President None Cynthia O. Parr Vice President None John D. Pataccoli Vice President None Joseph Phoenix Vice President None Jeffrey E. Place Senior Vice President None Keith Plapinger Vice President None Douglas H. Powell Vice President None George Putnam Director Chairman & President Susannah Psomas Vice President None Robert B. Rowe Vice President None Kevin A. Rowell Senior Vice President None Thomas C. Rowley Vice President None Deborah A. Ryan Assistant Vice President None Charles Ruys de Perez Vice President None Catherine A. Saunders Senior Vice President None Robbin L. Saunders Assistant Vice President None Karl W. Saur Vice President None Christine A. Scordato Vice President None Joseph W. Scott Assistant Vice President None Kathleen G. Sharpless Senior Vice President None John F. Sharry Managing Director None John B. Shamburg Vice President None Vincent P. Sheehan Vice President None William N. Shiebler Director, Chief Executive Vice President Officer and President Daniel S. Shore Vice President None Mark J. Siebold Assistant Vice President None Gordon H. Silver Senior Managing Director Vice President Barry Sommers Vice President None Nicholas T. Stanojev Vice President None Brian L. Sullivan Vice President None Kevin J. Sullivan Vice President None Moira A. Sullivan Vice President None Janet C. Sweeney Vice President None Edward M. Syring, Jr. Vice President None James S. Tambone Senior Vice President None B. Iris Tanner Assistant Vice President None Louis Tasiopoulos Senior Vice President None David S. Taylor Vice President None John R. Telling Vice President None Richard B. Tibbetts Senior Vice President None Patrice M. Tirado Vice President None Janet E. Tosi Assistant Vice President None John C. Tredinnick Vice President None Bonnie L. Troped Vice President None Larry R. Unger Vice President None Douglas J. Vander Linde Vice President None John F. Wallin Senior Vice President None Edward F. Whalen Vice President None Robert J. Wheeler Senior Vice President None John B. White Vice President None Kirk E. Williamson Senior Vice President None Leigh T. Williamson Vice President None Benjamin Woloshin Vice President None William H. Woolverton Senior Vice President and Clerk None Timothy R. Young Vice President None SooHee L. Zebedee Assistant Vice President None
The principal business address of each person listed above is One Post Office Square, Boston, MA 02109, except for: Mr. Alpaugh, 5980 Richmond Highway, Alexandria, VA 22303 Mr. Anwar, 25-49 86th St. Jackson Heights, NY 11369 Mr. Baron, 31 Cala Moreya, Laguna Niguel, CA 92667 Mr. Bartlett, 7 Farifield St., Boston, MA 02116 Mr. Besher, 14000 Margaux, Town & Country, MO 63017 Ms. Besset, 1140 North LaSalle Blvd, Chicago, IL 60610 Mr. Bouchard, 18 Brice Rd., Annapolis, MD 21401 Mr. Brown, 221 East Mallord Drive, Boise, ID 83706 Ms. Buckner, 8338 Timber Trail, Pittsburgh, PA 15237 Mr. Busher, 12005 Ridge Knoll Drive, Fairfax, VA 22033 Mr. Campagna, 2179-D Lake Park Drive, Smyrna, GA 30080 Mr. Church, 4504 Sir Winston Place, Charlotte, NC 28211 Mr. Connelly, 4634 Mirada Way, Sarasota, FL 34238 Mr. Corvinus, 208 Water St., Newburyport, MA 01950 Mr. Deliandis, 206 Promontory Drive, Newport Beach, CA 92660 Mr. Edlin, 7 River Road, 305 Palmer Point, Cos Cob, CT 06807 Mr. English, 1184 Pintail Circle, Boulder, CO 80303 Mr. Goodman, 14 Clover Place, Cos Cob, CT 06807 Mr. Halloran, 978 W. Creek Lane, Westlake Village, CA 91362 Mr. Hyde, 3305 Sulky, Marietta, GA 30067 Mr. Jacobsen, 2744 Joyce Ridge Drive, Chesterfield, MO 63017 Mr. Johnson, 200 Clock Tower Place, Carmel, CA 93923 Mr. Keating, 5521 Greenville Avenue, Dallas, TX 75206 Ms. Kirk, 124 Rivermist Dr., Buffalo, NY 14202 Mr. Lewandowski, 805 Darrell Road, Hillsborough, CA 94010 Mr. Lewandowski, Jr., 2120 The Strand, Manhattan Beach, CA 90266 Mr. Lieberman, 200 Roy St., Seattle, WA 98199 Mr. McFarland, 8012 Dancing Fern Trail, Chattanooga, TN 37421 Mr. McMillan, 203 D. Zigler St., Zelienople, PA 16063 Mr. McMurtrie, 14529 Glastonbury, Detroit, MI 48223 Mr. Miller, 260 West 72nd St., New York, NY 10023 Mr. Moret, 4519 Lawn Avenue, Western Springs, IL 60558 Mr. Murray, 13 Ridge Court, Saratoga Springs, NY 12866 Mr. Nadherny, 9714 Marmount Drive, Seattle, WA 98117 Mr. and Mrs. Nickodemus, 1232 B Louden St., Cincinnati, OH 45202 Mr. Nyhus, 7203 Oak Pointe Curve, Bloomington, MN 55438 Mr. Padgett, Jr., 7709 Charleston Drive, Bethesda, MD 20817 Mr. Papes, 3102 Wood View Bridge Drive, Kansas City, KS 66103 Mr. Pataccoli, 125 41st Street, Manhattan Beach, Ca 90266 Mr. Phoenix, 1426 Asbury Avenue, Hubbard Woods, IL 60093 Mr. Place, 4211 Loch Highland Parkway, Roswell, GA 30075 Mr. Powell, 1508 Ruth Lane, Newport Beach, CA 92660 Mr. Rowe, 109 Shore Drive, Longwood, FL 32779 Mr. Rowell, 1508 Ruth Lane, Newport Beach, CA 92660 Mr. Rowley, 237 Peeke Avenue, Kirkwood, MO 63122 Ms. Saunders, 39939 Stevenson Common, Freemont, CA 94538 Mr. Shamburg, 10603 N. 100th Street, Scottsdale, AZ 85260 Mr. Sheehan, Parkway Center, 1150 Galapago, Denver, CO 80204 Mr. Shore, 2870 Pharr Court South, N.W., Atlanta, BA 30305 Mr. Sommers, 397 North Little Pour, New City, NY 10956 Mr. B. Sullivan, 777 Pinoake Road, Mt. Lebanon, PA 15243 Ms. M. Sullivan, 493 Zinfandel Lane, St. Helena, CA 94574 Ms. Sweeney, 8 Surf Street, Marblehead, MA 01945 Mr. Syring, 7540 Mandarian Dr., Boca Raton, FL 33433 Mr. Tambone, 10 Commercial Wharf, Boston, MA 02110 Mr. Tredinnick, 2995 Glenwood Drive, Boulder, CO 80301 Mr. Telling, 1995 Delaware Ave., Buffalo, NY 14216 Mr. Unger, 212 E. Broadway, New York, NY 10002 Mr. Vessels, 7 Riverview Drive, Norwalk, CT 06850 Mr. Williamson, 32 Kramer Place, Mandeville, LA 70448 Mr. White, 23 Wellington St., Arlington, MA 02174 Mr. Woloshin, 730 North Bundy Drive, Los Angeles, CA 90049 ITEM 30. LOCATION OF ACCOUNTS AND RECORDS Persons maintaining physical possession of accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940 and the Rules promulgated thereunder are Registrants' Clerk, Beverly Marcus; Registrant's investment adviser, Putnam Investment Management, Inc.; Registrants' principal underwriter, Putnam Mutual Funds Corp.; Registrants' custodian, Putnam Fiduciary Trust Company ("PFTC"); and Registrants' transfer and dividend disbursing agent, Putnam Investor Services, a division of PFTC. The address of the Clerk, investment adviser, principal underwriter, custodian and transfer and dividend disbursing agent is One Post Office Square, Boston, Massachusetts 02109. ITEM 31. MANAGEMENT SERVICES None. ITEM 32. UNDERTAKINGS Each Registrant undertakes to furnish to each person to whom a prospectus of that Registrant is delivered a copy of that Registrant's latest annual report to shareholders, upon request and without charge. CONSENT OF INDEPENDENT ACCOUNTANTS FOR PUTNAM MONEY MARKET FUND We hereby consent to the incorporation by reference in the Prospectuses and Statement of Additional Information constituting parts of this Post-Effective Amendment No. 25 to the Registration Statement on Form N-1A (File No. 2-55091) and Post-Effective Amendment No. 9 to the Registration Statement on Form N-1A (File No. 33-15238) for the Putnam Money Market Fund and the Putnam Tax Exempt Money Market Fund, respectively, (the "Registration Statements") of our report dated October 31, 1994 , relating to the financial statements and financial highlights appearing in the September 30, 1994 Annual Report of Putnam Money Market Fund , which financial statements and financial highlights are also incorporated by reference into the Registration Statements . We also consent to the references to us under the heading "Independent Accountants and Financial Statements" in such Statement of Additional Information and under the heading "Financial highlights" in such Prospectuses. PRICE WATERHOUSE LLP Boston, Massachusetts November 28, 1994 CONSENT OF INDEPENDENT ACCOUNTANTS FOR PUTNAM TAX EXEMPT MONEY MARKET FUND We consent to the incorporation by reference Post-Effective Amendment No. 9 to the Registration Statement on Form N-1A (File No. 33-15238) of our report dated November 2, 1994 on our audits of the financial statements and Financial Highlights of Putnam Tax Exempt Money Market Fund, which report is included in the Annual Report for Putnam Tax Exempt Money Market Fund for the year ended September 30, 1994, which is incorporated by reference in the Registration Statement. We also consent to the reference to our firm under the caption "Independent Accountants and Financial Statements" in the Statement of Additional Information. COOPERS & LYBRAND L.L.P. Boston, Massachusetts November 28, 1994 NOTICE A copy of the Agreement and Declarations of Trust of Putnam Money Market Fund and Putnam Tax Exempt Money Market Fund is on file with the Secretary of State of The Commonwealth of Massachusetts and notice is hereby given that this instrument is executed on behalf of each Registrant by an officer of each Registrant as an officer and not individually and the obligations of or arising out of this instrument are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and property of the Registrants . SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrants certify that it meets all of the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and have duly caused this Amendment to their Registration Statements to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Boston, and The Commonwealth of Massachusetts, on the 1st day of December , 1994. PUTNAM MONEY MARKET FUND PUTNAM TAX EXEMPT MONEY MARKET FUND By: Gordon H. Silver, Vice President Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statements of Putnam Money Market Fund and Putnam Tax Exempt Money Market Fund have been signed below by the following persons in the capacities and on the dates indicated: SIGNATURE TITLE George Putnam President and Chairman of the Board; Principal Executive Officer; Trustee William F. Pounds Vice Chairman; Trustee John D. Hughes Vice President; Treasurer and Principal Financial Officer Paul G. Bucuvalas Assistant Treasurer and Principal Accounting Officer Jameson Adkins Baxter Trustee Hans H. Estin Trustee John A. Hill Trustee Elizabeth T. Kennan Trustee Lawrence J. Lasser Trustee Robert E. Patterson Trustee Donald S. Perkins Trustee George Putnam, III Trustee A.J.C. Smith Trustee W. Nicholas Thorndike Trustee By: Gordon H. Silver, as Attorney- in-Fact December 1, 1994 EX-99.B1 2 DECLARATION OF TRUST PUTNAM MONEY MARKET FUND -------------------- AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST (formerly Putnam Daily Dividend Trust) -------------------- This AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made at Boston, Massachusetts, this 7th day of July, 1994, hereby amends and restates in its entirety the Amended and Restated Agreement and Declaration of Trust of Putnam Daily Dividend Trust dated April 7, 1989. WITNESSETH that WHEREAS the Trustees have agreed to manage all property coming into their hands as trustees of a Massachusetts business trust in accordance with the provisions hereinafter set forth. NOW, THEREFORE, the Trustees hereby declare that they will hold all cash, securities and other assets, which they may from time to time acquire in any manner as Trustees hereunder IN TRUST to manage and dispose of the same upon the following terms and conditions for the benefit of the holders from time to time of Shares in this Trust as hereinafter set forth. ARTICLE I NAME AND DEFINITIONS NAME Section 1. This Trust shall be known as "Putnam Money Market Fund", and the Trustees shall conduct the business of the Trust under that name or any other name as they may from time to time determine. DEFINITIONS Section 2. Whenever used herein, unless otherwise required by the context or specifically provided (a) The "Trust" refers to the Massachusetts business trust established by this Agreement and Declaration of Trust, as amended from time to time; (b) "Trustees" refers to the Trustees of the Trust named herein or elected in accordance with Article IV; (c) "Shares" means the units of interest into which the beneficial interest in the Trust shall be divided from time to time or, if more than one class of Shares is authorized by the Trustees, the equal proportionate transferable units into which each class of Shares shall be divided from time to time; (d) "Shareholder" means a record owner of Shares; (e) The "1940 Act" refers to the Investment Company Act of 1940 and the Rules and Regulations thereunder, all as amended from time to time; (f) The terms "Affiliated Person", "Assignment", "Commission", "Interested Person", "Principal Underwriter" and "Majority Shareholder Vote" (the 67% or 50% requirement of the third sentence of Section 2(a)(42) of the 1940 Act, whichever may be applicable) shall have the meanings given them in the 1940 Act; (g) "Declaration of Trust" shall mean this Agreement and Declaration of Trust as amended or restated from time to time; (h) "Bylaws" shall mean the Bylaws of the Trust as amended from time to time; and (i) The term "class" or "class of Shares" refers to the division of Shares into two or more classes as provided in Article III, Section 1 hereof. ARTICLE II PURPOSE OF TRUST The purpose of the Trust is to provide investors a managed investment primarily in securities and debt instruments. ARTICLE III SHARES DIVISION OF BENEFICIAL INTEREST Section 1. The beneficial interest in the Trust shall at all times be divided into Shares, without par value, each of which shall, except as provided in the following sentence, represent an equal proportionate interest in the Trust with each other Share, none having priority or preference over another. For purposes of implementing the provisions of the second paragraph of Article VI, Section 1 hereof or otherwise, the Trustees may, without Shareholder approval, divide the Shares into two or more classes, Shares of each such class having such preferences and special or relative rights and privileges (including conversion rights, if any) as the Trustees may determine and as shall be set forth in the Bylaws. The number of Shares authorized shall be unlimited. The Trustees may from time to time divide or combine the Shares of any class into a greater or lesser number without thereby changing the proportionate beneficial interests in the class. OWNERSHIP OF SHARES Section 2. The ownership of Shares shall be recorded on the books of the Trust or a transfer or similar agent. No certificates certifying the ownership of Shares shall be issued except as the Trustees may otherwise determine from time to time. The Trustees may make such rules as they consider appropriate for the transfer of Shares and similar matters. The record books of the Trust as kept by the Trust or any transfer or similar agent, as the case may be, shall be conclusive as to who are the Shareholders of each class and as to the number of Shares of each class held from time to time by each Shareholder. INVESTMENTS IN THE TRUST Section 3. The Trustees shall accept investments in the Trust from such persons and on such terms and for such consideration, which may consist of cash or tangible or intangible property or a combination thereof, as they from time to time authorize. NO PREEMPTIVE RIGHTS Section 4. Shareholders shall have no preemptive or other right to subscribe to any additional Shares or other securities issued by the Trust. STATUS OF SHARES AND LIMITATION OF PERSONAL LIABILITY Section 5. Shares shall be deemed to be personal property giving only the rights provided in this Declaration of Trust or the Bylaws. Every Shareholder by virtue of having become a Shareholder shall be held to have expressly assented and agreed to the terms of this Declaration of Trust and the Bylaws and to have become a party thereto. The death of a Shareholder during the continuance of the Trust shall not operate to terminate the same nor entitle the representative of any deceased Shareholder to an accounting or to take any action in court or elsewhere against the Trust or the Trustees, but only to the rights of said decedent under this Trust. Ownership of Shares shall not entitle the Shareholder to any title in or to the whole or any part of the Trust property or right to call for a partition or division of the same or for an accounting, nor shall the ownership of Shares constitute the Shareholders partners. Neither the Trust nor the Trustees, nor any officer, employee or agent of the Trust shall have any power to bind personally any Shareholders, nor except as specifically provided herein to call upon any Shareholder for the payment of any sum of money or assessment whatsoever other than such as the Shareholder may at any time personally agree to pay. ARTICLE IV THE TRUSTEES ELECTION Section 1. A Trustee may be elected either by the Trustees or by the Shareholders. There shall not be less than three Trustees. The number of Trustees shall be fixed by the Trustees. Each Trustee elected by the Trustees or the Shareholders shall serve until he or she retires, resigns, is removed or dies or until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his or her successor. At any meeting called for the purpose, a Trustee may be removed by vote of the holders of two-thirds of the outstanding Shares. EFFECT OF DEATH, RESIGNATION, ETC. OF A TRUSTEE Section 2. The death, declination, resignation, retirement, removal, or incapacity of the Trustees, or any one of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. POWERS Section 3. Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Trustees, and they shall have all powers necessary or convenient to carry out that responsibility. Without limiting the foregoing, the Trustees may adopt Bylaws not inconsistent with this Declaration of Trust providing for the conduct of the business of the Trust and may amend and repeal them to the extent that such Bylaws do not reserve that right to the Shareholders; they may fill vacancies in or add to their number, and may elect and remove such officers and appoint and terminate such agents as they consider appropriate; they may appoint from their own number, and terminate, any one or more committees consisting of two or more Trustees, including an executive committee which may, when the Trustees are not in session, exercise some or all of the power and authority of the Trustees as the Trustees may determine; they may employ one or more custodians of the assets of the Trust and may authorize such custodians to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities, retain a transfer agent or a Shareholder servicing agent, or both, provide for the distribution of Shares by the Trust, through one or more principal underwriters or otherwise, set record dates for the determination of Shareholders with respect to various matters, and in general delegate such authority as they consider desirable to any officer of the Trust, to any committee of the Trustees and to any agent or employee of the Trust or to any such custodian or underwriter. Without limiting the foregoing, the Trustees shall have power and authority: (a) To invest and reinvest cash, and to hold cash uninvested; (b) To sell, exchange, lend, pledge, mortgage, hypothecate or lease any or all of the assets of the Trust; (c) To vote or give assent, or exercise any rights of ownership, with respect to stock or other securities or property; and to execute and deliver proxies or powers of attorney to such person or persons as the Trustees shall deem proper, granting to such person or persons such power and discretion with relation to securities or property as the Trustees shall deem proper; (d) To exercise powers and rights of subscription or otherwise which in any manner arise out of ownership of securities; (e) To hold any security or property in a form not indicating any trust, whether in bearer, unregistered or other negotiable form, or in its own name or in the name of a custodian or subcustodian or a nominee or nominees or otherwise; (f) To the extent necessary or appropriate to give effect to the preferences and special or relative rights and privileges of any classes of Shares, to allocate assets, liabilities, income and expenses of the Trust to a particular class of Shares or to apportion the same among two or more classes of Shares; (g) To consent to or participate in any plan for the reorganization, consolidation or merger of any corporation or issuer any security of which is held in the Trust; to consent to any contract, lease, mortgage, purchase or sale of property by such corporation or issuer, and to pay calls or subscriptions with respect to any security held in the Trust; (h) To join with other security holders in acting through a committee, depositary, voting trustee or otherwise, and in that connection to deposit any security with, or transfer any security to, any such committee, depositary or trustee, and to delegate to them such power and authority with relation to any security (whether or not so deposited or transferred) as the Trustees shall deem proper, and to agree to pay, and to pay, such portion of the expenses and compensation of such committee, depositary or trustee as the Trustees shall deem proper; (i) To compromise, arbitrate or otherwise adjust claims in favor of or against the Trust or any matter in controversy, including but not limited to claims for taxes; (j) To enter into joint ventures, general or limited partnerships and any other combinations or associations; (k) To borrow funds; (l) To endorse or guarantee the payment of any notes or other obligations of any person; to make contracts of guaranty or suretyship, or otherwise assume liability for payment thereof; and to mortgage and pledge the Trust property or any part thereof to secure any of or all such obligations; (m) To purchase and pay for entirely out of Trust property such insurance as they may deem necessary or appropriate for the conduct of the business, including without limitation, insurance policies insuring the assets of the Trust and payment of distributions and principal on its portfolio investments, and insurance policies insuring the Shareholders, Trustees, officers, employees, agents, investment advisers, principal underwriters, or independent contractors of the Trust individually against all claims and liabilities of every nature arising by reason of holding, being or having held any such office or position, or by reason of any action alleged to have been taken or omitted by any such person as Trustee, officer, employee, agent, investment adviser, principal underwriter, or independent contractor, including any action taken or omitted that may be determined to constitute negligence, whether or not the Trust would have the power to indemnify such person against such liability; and (n) To pay pensions for faithful service, as deemed appropriate by the Trustees, and to adopt, establish and carry out pension, profit-sharing, share bonus, share purchase, savings, thrift and other retirement, incentive and benefit plans, trusts and provisions, including the purchasing of life insurance and annuity contracts as a means of providing such retirement and other benefits, for any or all of the Trustees, officers, employees and agents of the Trust. The Trustees shall not in any way be bound or limited by any present or future law or custom in regard to investments by trustees. Except as otherwise provided herein or from time to time in the Bylaws, any action to be taken by the Trustees may be taken by a majority of the Trustees present at a meeting of Trustees (a quorum being present), within or without Massachusetts, including any meeting held by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting, or by written consents of a majority of the Trustees then in office. PAYMENT OF EXPENSES BY TRUST Section 4. The Trustees are authorized to pay or to cause to be paid out of the principal or income of the Trust, or partly out of principal and partly out of income, as they deem fair, all expenses, fees, charges, taxes and liabilities incurred or arising in connection with the Trust, or in connection with the management thereof, including but not limited to, the Trustees' compensation and such expenses and charges for the services of the Trust's officers, employees, investment adviser or manager, principal underwriter, auditor, counsel, custodian, transfer agent, Shareholder servicing agent, and such other agents or independent contractors and such other expenses and charges as the Trustees may deem necessary or proper to incur. PAYMENT OF EXPENSES BY SHAREHOLDERS Section 5. The Trustees shall have the power, as frequently as they may determine, to cause each Shareholder of any class to pay directly, in advance or arrears, for charges of the Trust's custodian or transfer, Shareholder servicing or similar agent, an amount fixed from time to time by the Trustees, by setting off such charges due from such Shareholder from declared but unpaid dividends owed such Shareholder and/or by reducing the number of Shares of such class in the account of such Shareholder by that number of full and/or fractional Shares of such class which represents the outstanding amount of such charges due from such Shareholder. OWNERSHIP OF ASSETS OF THE TRUST Section 6. Title to all of the assets of the Trust shall at all times be considered as vested in the Trustees. ADVISORY, MANAGEMENT AND DISTRIBUTION Section 7. Subject to a favorable Majority Shareholder Vote, the Trustees may, at any time and from time to time, contract for exclusive or nonexclusive advisory and/or management services with any corporation, trust, association or other organization (the "Manager"), every such contract to comply with such requirements and restrictions as may be set forth in the Bylaws; and any such contract may contain such other terms interpretive of or in addition to said requirements and restrictions as the Trustees may determine, including without limitation, authority to determine from time totime what investments shall be purchased, held, sold or exchanged and what portion, if any, of the assets of the Trust shall be held uninvested and to make changes in the Trust's investments. The Trustees may also, at any time and from time to time, contract with the Manager or any other corporation, trust, association or other organization, appointing it exclusive or nonexclusive distributor or principal underwriter for the Shares, every such contract to comply with such requirements and restrictions as may be set forth in the Bylaws; and any such contract may contain such other terms interpretive of or in addition to said requirements and restrictions as the Trustees may determine. The fact that: (i) any of the Shareholders, Trustees or officers of the Trust is a shareholder, director, officer, partner, trustee, employee, manager, adviser, principal underwriter or distributor or agent of or for any corporation, trust, association, or other organization, or of or for any parent or affiliate of any organization, with which an advisory or management contract, or principal underwriter's or distributor's contract, or transfer, Shareholder servicing or other agency contract may have been or may hereafter be made, or that any such organization, or any parent or affiliate thereof, is a Shareholder or has an interest in the Trust, or that (ii) any corporation, trust, association or other organization with which an advisory or management contract or principal underwriter's, distributor's contract, or transfer, Shareholder servicing or other agency contract may have been or may hereafter be made also has an advisory or management contract, or principal underwriter's or distributor's contract, or transfer, Shareholder servicing or other agency contract with one or more other corporations, trusts, associations, or other organizations, or has other businesses or interests, shall not affect the validity of any such contract or disqualify any Shareholder, Trustee or officer of the Trust from voting upon or executing the same or create any liability or accountability to the Trust or its Shareholders. ARTICLE V SHAREHOLDERS' VOTING POWERS AND MEETINGS VOTING POWERS Section 1. Subject to voting the powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Section 1, (iii) with respect to any Manager as provided in Article IV, Section 7, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 7, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, and (vi) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to classes of shares, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more classes of shares materially differently, Shares shall be voted by individual class; and (2) when the Trustees have determined that the matter affects only the interests of one or more classes, then only Shareholders of such classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Until Shares of any class are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the Bylaws to be taken by Shareholders as to such class. VOTING POWER AND MEETINGS Section 2. Meetings of Shareholders of any or all classes may be called by the Trustees from time to time for the purpose of taking action upon any matter requiring the vote or authority of the Shareholders of such classes as herein provided or upon any other matter deemed by the Trustees to be necessary or desirable. Written notice of any meeting of Shareholders shall be given or caused to be given by the Trustees by mailing such notice at least seven days before such meeting, postage prepaid, stating the time, place and purpose of the meeting to each Shareholder entitled to vote at such meeting at the Shareholder's address as it appears on the records of the Trust. If the Trustees shall fail to call or give notice of any meeting of Shareholders for a period of 30 days after written application by Shareholders holding at least 10% of the then outstanding Shares of all classes entitled to vote at such meeting requesting that a meeting be called for a purpose requiring action by the Shareholders as provided herein or in the Bylaws, then Shareholders holding at least 10% of the then outstanding Shares of all classes entitled to vote at such meeting may call and give notice of such meeting and thereupon the meeting shall be held in the manner provided for herein in case of call thereof by the Trustees. QUORUM AND REQUIRED VOTE Section 3. Thirty percent of the Shares entitled to vote on a particular matter shall be a quorum for the transaction of business on that matter at a Shareholders' meeting, except that where this Declaration of Trust requires that holders of any class shall vote as an individual class, then thirty percent of the aggregate number of shares of that class entitled to vote shall be necessary to constitute a quorum for the transaction of business by that class. Any lesser number shall be sufficient for adjournments. Any adjourned session or sessions may be held, within a reasonable time after the date set for the original meeting without the necessity of further notice. Except when a larger vote is required by any provision of this Declaration of Trust or the Bylaws, a majority of the Shares voted shall decide any questions and a plurality shall elect a Trustee, provided that where this Declaration of Trust requires that the holders of any class shall vote as an individual class, then a majority of the Shares of that class voted on the matter (or a plurality with respect to the election of a Trustee) shall decide that matter insofar as that class is concerned. ACTION BY WRITTEN CONSENT Section 4. Any action taken by Shareholders may be taken without a meeting if a majority of Shareholders entitled to vote on the matter (or such larger proportion thereof as shall be required by any express provision of this Declaration of Trust or the Bylaws) consent to the action in writing and such written consents are filed with the records of the meetings of Shareholders. Such consent shall be treated for all purposes as a vote taken at a meeting of Shareholders. ADDITIONAL PROVISIONS Section 5. The Bylaws may include further provisions, not inconsistent with this Declaration of Trust, regarding Shareholders' voting powers, the conduct of meetings and related matters. ARTICLE VI NET INCOME, DISTRIBUTIONS, AND REDEMPTIONS AND REPURCHASES DISTRIBUTIONS OF NET INCOME Section 1. The Trustees shall each year, or more frequently if they so determine in their sole discretion, distribute to the Shareholders an amount approximately equal to the Net Income of the Trust, and may from time to time distribute such additional amounts as they may authorize to the Shareholders. Such Net Income shall consist of: (i) all interest income (including both original issue and market discount earned on discount paper accrued ratably to the date of maturity) accrued on portfolio investments of the Trust, (ii) plus or minus realized or unrealized gains and losses on portfolio investments of the Trust determined by valuing the portfolio investments of the Trust in a manner consistent with the requirements of the 1940 Act and any applicable provisions of the Bylaws, and (iii) less all actual and accrued expenses and liabilities determined in accordance with good accounting practices. The Net Income of the Trust allocable to any class of Shares shall be determined in such manner as the Trustees may reasonably determine to give effect to the allocation of any assets, liabilities, income and expenses of the Trust to a particular class of Shares or as may otherwise be necessary or appropriate to give effect to the preferences and special or relative rights and privileges of any classes of Shares. Such Net Income shall be determined by the Trustees or as they may authorize on each business day at the times and in the manner provided in the Bylaws, and all such Net Income, which is a positive amount, since the last determination of Net Income, shall be declared as a dividend. Determination of Net Income of the Trust made by the Trustees, or as they may authorize, in good faith, shall be binding on all parties concerned. Any such distribution to the Shareholders shall be made to said Shareholders pro rata in proportion to the number of Shares held by each of them, except to the extent otherwise required or permitted by the preferences and special or relative rights and privileges of any classes of Shares of the Trust, provided that any distribution to the shareholders of a particular class of Shares shall be made to such Shareholders pro rata in proportion to the number of Shares of such class held by each of them. Notwithstanding the foregoing provisions for calculation and distribution of net income, the Trustees may, from time to time and for so long as they may deem appropriate, for purposes of calculating and distributing income of the Trust to the Shareholders, divide Shares into as many classes as they deem appropriate (or, if at any time the Shares of the Trust are otherwise divided into classes, to divide each such class of Shares into subclasses) and pay distributions of differing amounts to each class (or subclass) of Shares (provided all Shares of the same class or subclass receive equal distributions), provided, that the division of Shares into classes (or subclasses) and the payment of differing distributions to such classes (or subclasses) shall be made in a manner consistent with the requirements of the 1940 Act, the rules and regulations thereunder and exemptions therefrom, and provided further, that except as otherwise specifically authorized by the Trustees pursuant to this paragraph or as otherwise deemed necessary or appropriate to give effect to the preferences and special or relative rights and privileges of any classes of Shares, the Trustees shall continue to calculate and distribute net income of the Trust in the manner provided in the preceding paragraph. Nothing contained in the foregoing paragraph shall be construed as limiting in any way the general authority of the Trustees to divide the Shares into two or more classes pursuant to the provisions of Article III, Section 1 hereof. If, for any reason, the Net Income of any class determined at any time is a negative amount, the pro rata share of such negative amount of each Shareholder of such class shall constitute a liability of such Shareholder to the Trust which shall be paid at such times and in such manner as the Trustees may from time to time determine out of the accrued dividend account of such Shareholder, by reducing the number of Shares of such class in the account of such Shareholder or otherwise. As a result of such determinations and declarations as a dividend of the Net Income of each class, the net asset value per share of each class (the value of all of the assets of the Trust allocable to such class less total liabilities of the Trust allocable to such class, divided by the number of Shares of such class outstanding) is intended to remain at a constant amount immediately after each such determination and declaration subject, however, to the power of the Trustees as provided in Section I of Article III to divide or combine the Shares of any class into a greater or lesser number. REDEMPTIONS AND REPURCHASES Section 2. The Trust shall purchase such Shares as are offered by any Shareholder for redemption, upon the presentation of a proper instrument of transfer together with a request directed to the Trust or a person designated by the Trust that the Trust purchase such Shares or in accordance with such other procedures for redemption as the Trustees may from time to time authorize; and the Trust will pay therefor the net asset value thereof, as described in Section 1 of this Article VI, next determined. Payment for said Shares shall be made by the Trust to the Shareholder within seven days after the date on which the request is made. The obligation set forth in this Section 2 is subject to the provision that in the event that any time the New York Stock Exchange is closed for other than customary weekends or holidays, or if permitted by the rules of the Securities and Exchange Commission, during periods when trading on the Exchange is restricted or during any emergency which makes it impracticable for the Trust to dispose of its investments or to determine fairly the value of its net assets, or during any other period permitted by order of the Securities and Exchange Commission for the protection of investors, such obligation may be suspended or postponed by the Trustees. The Trust may also purchase or repurchase Shares at a price not exceeding the net asset value of such Shares in effect when the purchase or repurchase or any contract to purchase or repurchase is made. REDEMPTIONS AT THE OPTION OF THE TRUST Section 3. The Trust shall have the right at its option and at any time to redeem Shares of any Shareholder at the net asset value thereof as described in Section 1 of this Article VI: (i) if at such time such Shareholder owns Shares having an aggregate net asset value of less than an amount determined from time to time by the Trustees; or (ii) to the extent that such Shareholder owns Shares equal to or in excess of a percentage of the Shares determined from time to time by the Trustees. ARTICLE VII COMPENSATION AND LIMITATION OF LIABILITY OF TRUSTEES COMPENSATION Section 1. The Trustees as such shall be entitled to reasonable compensation from the Trust; they may fix the amount of their compensation. Nothing herein shall in any way prevent the employment of any Trustee for advisory, management, legal, accounting, investment banking or other services and payment for the same by the Trust. LIMITATION OF LIABILITY Section 2. The Trustees shall not be responsible or liable in any event for any neglect or wrongdoing of any officer, agent, employee, Manager or principal underwriter of the Trust, nor shall any Trustee be responsible for the act or omission of any other Trustee, but nothing herein contained shall protect any Trustee against any liability to which he or she would otherwise be subject by reason of wilful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office. Every note, bond, contract, instrument, certificate or undertaking and every other act or thing whatsoever executed or done by or on behalf of the Trust or the Trustees or any of them in connection with the Trust shall be conclusively deemed to have been executed or done only in or with respect to their or his or her capacity as Trustees or Trustee, and such Trustees or Trustee shall not be personally liable thereon. ARTICLE VIII INDEMNIFICATION TRUSTEES, OFFICERS, ETC. Section 1. The Trust shall indemnify each of its Trustees and officers (including persons who serve at the Trust's request as directors, officers or trustees of another organization in which the Trust has any interest as a shareholder, creditor or otherwise) (hereinafter referred to as a "Covered Person") against all liabilities and expenses, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by any Covered Person in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such person may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Trustee or officer, except with respect to any matter as to which such Covered Person shall have been finally adjudicated in any such action, suit or other proceeding (a) not to have acted in good faith in the reasonable belief that such Covered Person's action was in the best interests of the Trust or (b) to be liable to the Trust or its Shareholders by reason of wilful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person's office. Expenses, including counsel fees so incurred by any such Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), shall be paid from time to time by the Trust in advance to the final disposition if any such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Covered Person to repay amounts so paid to the Trust if it is ultimately determined that indemnification of such expenses is not authorized under this Article, provided, however, that either (a) such Covered Person shall have provided appropriate security for such undertaking, (b) the Trust shall be insured against losses arising out of any such advance payments or (c) either a majority of the disinterested Trustees acting on the matter (provided that a majority of the disinterested Trustees then in office act on the matter), or independent legal counsel in a written opinion shall have determined, based upon a review of readily available facts (as opposed to a full trial type inquiry), that there is reason to believe that such Covered Person will be found entitled to indemnification under this Article. Section 2. As to any matter disposed of (whether by a compromise payment, pursuant to a consent decree or otherwise) without an adjudication by a court, or by any other body before which the proceeding was brought, that such Trustee, or officer either (a) did not act in good faith in the reasonable belief that his or her action was in the best interests of the Trust or (b) is liable to the Trust or its Shareholders by reason of wilful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office, indemnification shall be provided if (a) approved as in the best interests of the Trust, after notice that it involved such indemnification by at least a majority of the disinterested Trustees acting on the matter (providing that a majority of the disinterested Trustees then in office act on the matter) upon a determination, based upon a review of readily available facts (as opposed to a full trial type inquiry), that such Trustee or officer acted in good faith in the reasonable belief that his or her action was in the best interests of the Trust and is not liable to the Trust or its Shareholders by reasons of wilful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office, or (b) there has been obtained an opinion in writing of independent legal counsel, based upon a review of readily available facts (as opposed to a full trial type inquiry), to the effect that such Covered Person appears to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Trust and that such indemnification would not protect such person against any liability to the Trust to which such person would otherwise be subject by reason of wilful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of office. Any approval pursuant to this paragraph shall not prevent the recovery from any Covered Person of any amount paid to such Covered Person in accordance with this Section as indemnification if such Covered Person is subsequently adjudicated by a court of competent jurisdiction not to have acted in good faith in the reasonable belief that such Covered Person's action was in the best interests of the Trust or to have been liable to the Trust or its shareholders by reason of wilful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person's office. INDEMNIFICATION NOT EXCLUSIVE Section 3. The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which any such Covered Person may be entitled. As used in this Article VIII, the term "Covered Person" shall include such person's heirs, executors and administrators and a "disinterested Trustee" is a Trustee who is not an "interested person" of the Trust as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (or who has been exempted from being an "interested person" by any rule, regulation or order of the Securities and Exchange Commission) and against whom none of such actions, suits or other proceedings or another action, suit or other proceeding on the same or similar grounds is then or has been pending. Nothing contained in this article shall affect any rights to indemnification to which personnel of the Trust, other than Trustees and officers, and other persons may be entitled by contract or otherwise under law, nor the power of the Trust to purchase and maintain liability insurance on behalf of any such person. SHAREHOLDERS Section 4. In case any Shareholder or former Shareholder shall be held to be personally liable solely by reason of his or her being or having been a Shareholder and not because of his or her acts or omissions or for some other reason, the Shareholder or former Shareholder (or his or her heirs, executors, administrators or other legal representatives or in the case of a corporation or other entity, its corporate or other general successor) shall be entitled out of the assets of the Trust to be held harmless from and indemnified against all loss and expense arising from such liability. ARTICLE IX MISCELLANEOUS TRUSTEES, SHAREHOLDERS, ETC. NOT PERSONALLY LIABLE; NOTICE Section 1. All persons extending credit to, contracting with or having any claim against the Trust shall look only to the assets of the Trust for payment under such credit, contract or claim; and neither the Shareholders nor the Trustees, nor any of the Trust's officers, employees or agents, whether past, present or future, shall be personally liable therefor. Nothing in this Declaration of Trust shall protect any Trustee against any liability to which such Trustee would otherwise be subject by reason of wilful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee. Every note, bond, contract, instrument, certificate or undertaking made or issued by the Trustees or by any officers or officer shall give notice that this Declaration of Trust is on file with the Secretary of the Commonwealth of Massachusetts and shall recite that the same was executed or made by or on behalf of the Trust or by them as Trustee or Trustees or as officers or officer and not individually and that the obligations of such instrument are not binding upon any of them or the Shareholders individually but are binding only upon the assets and property of the Trust, and may contain such further recital as he or she or they may deem appropriate, but the omission thereof shall not operate to bind any Trustee or Trustees or officers or officer or Shareholders individually. TRUSTEE'S GOOD FAITH ACTION, EXPERT ADVICE, NO BOND OR SURETY Section 2. The exercise by the Trustees of their powers and discretions hereunder shall be binding upon everyone interested. A Trustee shall be liable for his or her own wilful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee, and for nothing else, and shall not be liable for errors of judgment or mistakes of fact or law. The Trustees may take advice of counsel or other experts with respect to the meaning and operation of this Declaration of Trust, and shall be under no liability for any act or omission in accordance with such advice or for failing to follow such advice. The Trustees shall not be required to give any bond as such, nor any surety if a bond is required. LIABILITY OF THIRD PERSONS DEALING WITH TRUSTEES Section 3. No person dealing with the Trustees shall be bound to make any inquiry concerning the validity of any transaction made or to be made by the Trustees or to see to the application of any payments made or property transferred to the Trust or upon its order. TERMINATION OF TRUST Section 4. The Trust may be terminated at any time by the Trustees by written notice to the Shareholders, and if not terminated earlier, shall terminate twenty years after the death of the last survivor of the initial Trustees and the following persons: Ted Lawrence Benjamin, born October 7, 1966 Michael Steven Benjamin, born March 10, 1963 Robert Andrew Benjamin, born September 4, 1960 164 Prospect Street Belmont, Massachusetts (Children of Edward A. Benjamin) Sarah Caroline Ellis, born August 11, 1974 45 Leewood Road Wellesley, Massachusetts (Daughter of Douglass N. Ellis, Jr.) Russell A. Gaudreau, born July 3, 1972 302 Commonwealth Avenue Boston, Massachusetts (Son of Russell A. Gaudreau, Jr.) Catherine Annesley Hanlon, born February 3, 1965 Susan Nelson Hanlon, born March 8, 1967 Jonathan Roger Hanlon, born December 21, 1970 Jennifer LaTourette Hanlon, born October 16, 1975 13 Moulton Duxbury, Massachusetts (Children of Francis X. Hanlon) Eloise Paul Lawrence, born June 2, 1973 Abbott Wells Lawrence, born August 22, 1970 25 West Cedar Street Boston, Massachusetts (Children of Edward P. Lawrence) Sarah Edgerly Pike, born September 26, 1967 William Abbott Pike, born August 2, 1966 Margaret Pike, born August 10, 1962 Susan Wendell Pike, born December 19, 1960 John Richmond Pike, born June 13, 1959 Conant Road Lincoln, Massachusetts (Children of John A. Pike) Upon termination, after paying or otherwise providing for all charges, taxes, expenses and liabilities, whether due or accrued or anticipated may be determined by the Trustees, the Trust shall in accordance with such procedures as the Trustees consider appropriate reduce the remaining assets to distributable form in cash or shares or other securities, or any combination thereof, and distribute the proceeds to the Shareholders, ratably according to the number of Shares held by the several Shareholders on the date of termination, except to the extent otherwise required or permitted by the preferences and special or relative rights and privileges of any classes of Shares of the Trust, provided that any distribution to the Shareholders of a particular class of Shares shall be made to such Shareholders pro rata in proportion to the number of Shares of such class held by each of them. FILING OF COPIES, REFERENCES, HEADINGS Section 5. The original or a copy of this instrument and of each amendment hereto shall be kept at the office of the Trust where it may be inspected by any Shareholder. A copy of this instrument and of each amendment hereto shall be filed by the Trust with the Secretary of The Commonwealth of Massachusetts and with the Boston City Clerk, as well as any other governmental office where such filing may from time to time be required. Anyone dealing with the Trust may rely on a certificate by an officer of the Trust as to whether or not any such amendments have been made and as to any matters in connection with the Trust hereunder; and, with the same effect as if it were the original, may rely on a copy certified by an officer of the Trust to be a copy of this instrument or of any such amendments. In this instrument and in any such amendment, references to this instrument, and all expressions like "herein", "hereof" and "hereunder", shall be deemed to refer to this instrument as amended or affected by any such amendments. Headings are placed herein for convenience of reference only and shall not be taken as a part hereof or control or affect the meaning, construction or effect of this instrument. This instrument may be executed in any number of counterparts each of which shall be deemed an original. APPLICABLE LAW Section 6. This Declaration of Trust is made in The Commonwealth of Massachusetts, and it is created under and is to be governed by and construed and administered according to the laws of said Commonwealth. The Trust shall be of the type commonly called a Massachusetts business trust and, without limiting the provisions hereof, the Trust may exercise all powers which are ordinarily exercised by such a trust. AMENDMENTS Section 7. This Declaration of Trust may be amended at any time by an instrument in writing signed by a majority of the then Trustees when authorized so to do by vote of Shareholders holding a majority of the Shares entitled to vote, except that an amendment which in the determination of the Trustees shall affect the holders of one or more classes of Shares but not the holders of all outstanding classes shall be authorized by vote of the Shareholders holding a majority of the Shares entitled to vote of each class affected and no vote of Shareholders of a class not affected shall be required. Amendments having the purpose of changing the name of the Trust or of supplying any omission, curing any ambiguity or curing, correcting or supplementing any defective or inconsistent provision contained herein shall not require authorization by Shareholder vote. ***************** This instrument shall be effective only upon filing with the Secretary of State of The Commonwealth of Massachusetts and may be executed in several counterparts, each of which shall be deemed an original, but all taken together shall constitute one instrument. IN WITNESS WHEREOF, the undersigned, being a majority of the Trustees of the Trust, have hereunto set their hands and seals in the City of Boston, Massachusetts for themselves and their assigns, as of the day and year first above written. /s/ George Putnam /s/ Lawrence J. Lasser - -------------------------- ------------------------- George Putnam Lawrence J. Lasser /s/ William F. Pounds /s/ Robert E. Patterson - -------------------------- ------------------------- William F. Pounds Robert E. Patterson /s/ Jameson A. Baxter /s/ Donald S. Perkins - ------------------------- ------------------------- Jameson A. Baxter Donald S. Perkins /s/ Hans H. Estin /s/ George Putnam, III - -------------------------- ------------------------- Hans H. Estin George Putnam, III /s/ John A. Hill /s/ A.J.C Smith - -------------------------- ------------------------- John A. Hill A.J.C. Smith /s/ Elizabeth T. Kennan /s/ W. Nicholas Thorndike - -------------------------- ------------------------- Elizabeth T. Kennan W. Nicholas Thorndike THE COMMONWEALTH OF MASSACHUSETTS Suffolk, ss. Boston, July 7, 1994 Then personally appeared each of the above named Trustees of Putnam Money Market Fund and acknowledged the foregoing instrument to be their free act and deed, before me, /s/ Anne B. McCarthy -------------------------- Anne B. McCarthy Notary Public My commission expires: 10/25/96 The address of the Trust is One Post Office Square, Boston, Massachusetts 02109. EX-99.B2 3 BYLAWS BYLAWS OF PUTNAM ADJUSTABLE RATE U.S. GOVERNMENT FUND, PUTNAM AMERICAN GOVERNMENT INCOME FUND, PUTNAM ARIZONA TAX EXEMPT INCOME FUND, PUTNAM ASIA PACIFIC GROWTH FUND, PUTNAM ASSET ALLOCATION FUNDS, PUTNAM BALANCED GOVERNMENT FUND, PUTNAM CALIFORNIA TAX EXEMPT MONEY MARKET FUND, PUTNAM CONVERTIBLE INCOME-GROWTH TRUST, PUTNAM DIVERSIFIED INCOME TRUST, PUTNAM DIVIDEND GROWTH FUND, PUTNAM EQUITY INCOME FUND, PUTNAM EUROPE GROWTH FUND, PUTNAM FLORIDA TAX EXEMPT INCOME FUND, THE GEORGE PUTNAM FUND OF BOSTON, PUTNAM GLOBAL GOVERNMENTAL INCOME TRUST, PUTNAM GLOBAL GROWTH FUND, PUTNAM HEALTH SCIENCES TRUST, PUTNAM HIGH YIELD TRUST, PUTNAM INCOME FUND, PUTNAM INVESTORS FUND, PUTNAM MANAGED INCOME TRUST, PUTNAM MASSACHUSETTS TAX EXEMPT INCOME FUND II, PUTNAM MICHIGAN TAX EXEMPT INCOME FUND II, PUTNAM MINNESOTA TAX EXEMPT INCOME FUND II, PUTNAM MONEY MARKET FUND, PUTNAM MUNICIPAL INCOME FUND, PUTNAM NEW JERSEY TAX EXEMPT INCOME FUND, PUTNAM NEW OPPORTUNITIES FUND, PUTNAM NEW YORK TAX EXEMPT MONEY MARKET FUND, PUTNAM NEW YORK TAX EXEMPT OPPORTUNITIES FUND, PUTNAM OHIO TAX EXEMPT INCOME FUND II, PUTNAM OTC EMERGING GROWTH FUND, PUTNAM PENNSYLVANIA TAX EXEMPT INCOME FUND, PUTNAM RESEARCH ANALYSTS FUND, PUTNAM TAX EXEMPT INCOME FUND, PUTNAM TAX EXEMPT MONEY MARKET FUND, PUTNAM TAX-FREE INCOME TRUST, PUTNAM U.S. GOVERNMENT INCOME TRUST, PUTNAM UTILITIES GROWTH AND INCOME FUND, PUTNAM VISTA FUND, PUTNAM VOYAGER FUND (AS AMENDED THROUGH FEBRUARY 1, 1994), PUTNAM INTERMEDIATE TAX EXEMPT FUND (AS AMENDED THROUGH MARCH 7, 1994), PUTNAM CALIFORNIA TAX EXEMPT INCOME TRUST, PUTNAM NEW YORK TAX EXEMPT INCOME TRUST (AS AMENDED THROUGH APRIL 8, 1994), PUTNAM DIVERSIFIED EQUITY TRUST (AS APPROVED APRIL 13, 1994) PUTNAM HIGH YIELD ADVANTAGE FUND, PUTNAM OVERSEAS GROWTH FUND (AS AMENDED THROUGH JUNE 1, 1994), PUTNAM FEDERAL INCOME TRUST (AS AMENDED THROUGH JUNE 6, 1994), PUTNAM NATURAL RESOURCES FUND (AS AMENDED THROUGH JULY 1, 1994), THE PUTNAM FUND FOR GROWTH AND INCOME (AS AMENDED THROUGH JULY 7, 1994), PUTNAM TOTAL RETURN BOND FUNDS, PUTNAM GROWTH AND INCOME FUND II, (AS AMENDED THROUGH OCTOBER 5, 1994) AND PUTNAM EQUITY FUNDS (AS AMENDED THROUGH OCTOBER 30, 1994) ARTICLE 1 Agreement and Declaration of Trust and Principal Office 1.1 AGREEMENT AND DECLARATION OF TRUST. These Bylaws shall be subject to the Agreement and Declaration of Trust, as from time to time in effect (the "Declaration of Trust"), of the Massachusetts business trust established by the Declaration of Trust (the "Trust"). 1.2 PRINCIPAL OFFICE OF THE TRUST. The principal office of the Trust shall be located in Boston, Massachusetts. ARTICLE 2 MEETINGS OF TRUSTEES 2.1 REGULAR MEETINGS. Regular meetings of the Trustees may be held without call or notice at such places and at such times as the Trustees may from time to time determine, provided that notice of the first regular meeting following any such determination shall be given to absent Trustees. 2.2 SPECIAL MEETINGS. Special meetings of the Trustees may be held at any time and at any place designated in the call of the meeting when called by the Chairman of the Trustees, the President or the Treasurer or by two or more Trustees, sufficient notice thereof being given to each Trustee by the Clerk or an Assistant Clerk or by the officer or the Trustees calling the meeting. 2.3 NOTICE OF SPECIAL MEETINGS. It shall be sufficient notice to a Trustee of a special meeting to send notice by mail at least forty-eight hours or by telegram at least twenty-four hours before the meeting addressed to the Trustee at his or her usual or last known business or residence address or to give notice to him or her in person or by telephone at least twenty-four hours before the meeting. Notice of a special meeting need not be given to any Trustee if a written waiver of notice, executed by him or her before or after the meeting, is filed with the records of the meeting, or to any Trustee who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him or her. Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting. 2.4 QUORUM. At any meeting of the Trustees a majority of the Trustees then in office shall constitute a quorum. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice. 2.5 NOTICE OF CERTAIN ACTIONS BY CONSENT. If in accordance with the provisions of the Declaration of Trust any action is taken by the Trustees by a written consent of less than all of the Trustees, then prompt notice of any such action shall be furnished to each Trustee who did not execute such written consent, provided that the effectiveness of such action shall not be impaired by any delay or failure to furnish such notice. ARTICLE 3 OFFICERS 3.1 ENUMERATION; QUALIFICATION. The officers of the Trust shall be a Chairman of the Trustees, a President, a Treasurer, a Clerk and such other officers, if any, as the Trustees from time to time may in their discretion elect. The Trust may also have such agents as the Trustees from time to time may in their discretion appoint. The Chairman of the Trustees and the President shall be a Trustee and may but need not be a shareholder; and any other officer may but need not be a Trustee or a shareholder. Any two or more offices may be held by the same person. A Trustee may but need not be a shareholder. 3.2 ELECTION. The Chairman of the Trustees, the President, the Treasurer and the Clerk shall be elected by the Trustees upon the occurrence of any vacancy in any such office. Other officers, if any, may be elected or appointed by the Trustees at any time. Vacancies in any such other office may be filled at any time. 3.3 TENURE. The Chairman of the Trustees, the President, the Treasurer and the Clerk shall hold office in each case until he or she dies, resigns, is removed or becomes disqualified. Each other officer shall hold office and each agent shall retain authority at the pleasure of the Trustees. 3.4 POWERS. Subject to the other provisions of these Bylaws, each officer shall have, in addition to the duties and powers herein and in the Declaration of Trust set forth, such duties and powers as are commonly incident to the office occupied by him or her as if the Trust were organized as a Massachusetts business corporation and such other duties and powers as the Trustees may from time to time designate. 3.5 CHAIRMAN; PRESIDENT. Unless the Trustees otherwise provide, the Chairman of the Trustees or, if there is none or in the absence of the Chairman of the Trustees, the President shall preside at all meetings of the shareholders and of the Trustees. Unless the Trustees otherwise provide, the President shall be the chief executive officer. 3.6 TREASURER. Unless the Trustees shall provide otherwise, the Treasurer shall be the chief financial and accounting officer of the Trust, and shall, subject to the provisions of the Declaration of Trust and to any arrangement made by the Trustees with a custodian, investment adviser or manager, or transfer, shareholder servicing or similar agent, be in charge of the valuable papers, books of account and accounting records of the Trust, and shall have such other duties and powers as may be designated from time to time by the Trustees or by the President. 3.7 CLERK. The Clerk shall record all proceedings of the shareholders and the Trustees in books to be kept therefor, which books or a copy thereof shall be kept at the principal office of the Trust. In the absence of the Clerk from any meeting of the shareholders or Trustees, an Assistant Clerk, or if there be none or if he or she is absent, a temporary Clerk chosen at such meeting shall record the proceedings thereof in the aforesaid books. 3.8 RESIGNATIONS AND REMOVALS. Any Trustee or officer may resign at any time by written instrument signed by him or her and delivered to the Chairman of the Trustees, the President or the Clerk or to a meeting of the Trustees. Such resignation shall be effective upon receipt unless specified to be effective at some other time. The Trustees may remove any officer elected by them with or without cause. Except to the extent expressly provided in a written agreement with the Trust, no Trustee or officer resigning and no officer removed shall have any right to any compensation for any period following his or her resignation or removal, or any right to damages on account of such removal. ARTICLE 4 COMMITTEES 4.1 QUORUM; VOTING. A majority of the members of any Committee of the Trustees shall constitute a quorum for the transaction of business, and any action of such a Committee may be taken at a meeting by a vote of a majority of the members present (a quorum being present) or evidenced by one or more writings signed by such a majority. Members of a Committee may participate in a meeting of such Committee by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting. ARTICLE 5 REPORTS 5.1 GENERAL. The Trustees and officers shall render reports at the time and in the manner required by the Declaration of Trust or any applicable law. Officers and Committees shall render such additional reports as they may deem desirable or as may from time to time be required by the Trustees. ARTICLE 6 FISCAL YEAR 6.1 GENERAL. Except as from time to time otherwise provided by the Trustees, the initial fiscal year of the Trust shall end on such date as is determined in advance or in arrears by the Treasurer, and subsequent fiscal years shall end on such date in subsequent years. ARTICLE 7 SEAL 7.1 GENERAL. The seal of the Trust shall consist of a flat-faced die with the word "Massachusetts", together with the name of the Trust and the year of its organization cut or engraved thereon but, unless otherwise required by the Trustees, the seal shall not be necessary to be placed on and its absence shall not impair the validity of, any document, instrument or other paper executed and delivered by or on behalf of the Trust. ARTICLE 8 EXECUTION OF PAPERS 8.1 GENERAL. Except as the Trustees may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, contracts, notes and other obligations made by the Trustees shall be signed by the President, the Vice Chairman, a Vice President or the Treasurer and need not bear the seal of the Trust. ARTICLE 9 ISSUANCE OF SHARES AND SHARE CERTIFICATES 9.1 SALE OF SHARES. Except as otherwise determined by the Trustees, the Trust will issue and sell for cash or securities from time to time, full and fractional shares of its shares of beneficial interest, such shares to be issued and sold at a price of not less than the par value per share, if any, and not less than the net asset value per share as from time to time determined in accordance with the Declaration of Trust and these Bylaws and, in the case of fractional shares, at a proportionate reduction in such price. In the case of shares sold for securities, such securities shall be valued in accordance with the provisions for determining the value of the assets of the Trust as stated in the Declaration of Trust and these Bylaws. The officers of the Trust are severally authorized to take all such actions as may be necessary or desirable to carry out this Section 9.1. 9.2 SHARE CERTIFICATES. In lieu of issuing certificates for shares, the Trustees or the transfer agent may either issue receipts therefor or may keep accounts upon the books of the Trust for the record holders of such shares, who shall in either case be deemed, for all purposes hereunder, to be the holders of certificates for such shares as if they had accepted such certificates and shall be held to have expressly assented and agreed to the terms hereof. The Trustees may at any time authorize the issuance of share certificates. In that event, each shareholder shall be entitled to a certificate stating the number of shares of each class owned by him, in such form as shall be prescribed from time to time by the Trustees. Such certificate shall be signed by the President or a Vice President and by the Treasurer or an Assistant Treasurer. Such signatures may be facsimile if the certificate is signed by a transfer agent or by a registrar. In case any officer who has signed or whose facsimile signature has been placed on such certificate shall cease to be such officer before such certificate is issued, it may be issued by the Trust with the same effect as if he were such officer at the time of its issue. 9.3 LOSS OF CERTIFICATES. The transfer agent of the Trust, with the approval of any two officers of the Trust, is authorized to issue and countersign replacement certificates for the shares of the Trust which have been lost, stolen or destroyed upon (i) receipt of an affidavit or affidavits of loss or non-receipt and of an indemnity agreement executed by the registered holder or his legal representative and supported by an open penalty surety bond, said agreement and said bond in all cases to be in form and content satisfactory to and approved by the President or the Treasurer, or (ii) receipt of such other documents as may be approved by the Trustees. 9.4 ISSUANCE OF NEW CERTIFICATE TO PLEDGEE. A pledgee of shares transferred as collateral security shall be entitled to a new certificate if the instrument of transfer substantially describes the debt or duty that is intended to be secured thereby. Such new certificate shall express on its face that it is held as collateral security, and the name of the pledgor shall be stated thereon, who alone shall be liable as a shareholder and entitled to vote thereon. 9.5 DISCONTINUANCE OF ISSUANCE OF CERTIFICATES. The Trustees may at any time discontinue the issuance of share certificates and may, by written notice to each shareholder, require the surrender of share certificates to the Trust for cancellation. Such surrender and cancellation shall not affect the ownership of shares in the Trust. ARTICLE 10 PROVISIONS RELATING TO THE CONDUCT OF THE TRUST'S BUSINESS 10.1 CERTAIN DEFINITIONS. When used herein the following words shall have the following meanings: "Distributor" shall mean any one or more corporations, firms or associations which have distributor's or principal underwriter's contracts in effect with the Trust providing that redeemable shares issued by the Trust shall be offered and sold by such Distributor. "Manager" shall mean any corporation, firm or association which may at the time have an advisory or management contract with the Trust. 10.2 LIMITATIONS ON DEALINGS WITH OFFICERS OR TRUSTEES. The Trust will not lend any of its assets to the Distributor or Manager or to any officer or director of the Distributor or Manager or any officer or Trustee of the Trust, and shall not permit any officer or Trustee or any officer or director of the Distributor or Manager to deal for or on behalf of the Trust with himself or herself as principal or agent, or with any partnership, association or corporation in which he or she has a financial interest; provided that the foregoing provisions shall not prevent (a) officers and Trustees of the Trust or officers and directors of the Distributor or Manager from buying, holding or selling shares in the Trust or from being partners, officers or directors of or otherwise financially interested in the Distributor or the Manager; (b) purchases or sales of securities or other property if such transaction is permitted by or is exempt or exempted from the provisions of the Investment Company Act of 1940 or any Rule or Regulation thereunder and if such transaction does not involve any commission or profit to any security dealer who is, or one or more of whose partners, shareholders, officers or directors is, an officer or Trustee of the Trust or an officer or director of the Distributor or Manager; (c) employment of legal counsel, registrar, transfer agent, shareholder servicing agent, dividend disbursing agent or custodian who is, or has a partner, shareholder, officer or director who is, an officer or Trustee of the Trust or an officer or director of the Distributor or Manager; (d) sharing statistical, research, legal and management expenses and office hire and expenses with any other investment company in which an officer or Trustee of the Trust or an officer or director of the Distributor or Manager is an officer or director or otherwise financially interested. 10.3 SECURITIES AND CASH OF THE TRUST TO BE HELD BY CUSTODIAN SUBJECT TO CERTAIN TERMS AND CONDITIONS. (a) All securities and cash owned by the Trust shall be held by or deposited with one or more banks or trust companies having (according to its last published report) not less than $1,000,000 aggregate capital, surplus and undivided profits (any such bank or trust company being hereby designated as "Custodian"), provided such a Custodian can be found ready and willing to act; subject to such rules, regulations and orders, if any, as the Securities and Exchange Commission may adopt, the Trust may, or may permit any Custodian to, deposit all or any part of the securities owned by the Trust in a system for the central handling of securities pursuant to which all securities of any particular class or series of any issue deposited within the system may be transferred or pledged by bookkeeping entry, without physical delivery. The Custodian may appoint, subject to the approval of the Trustees, one or more subcustodians. (b) The Trust shall enter into a written contract with each Custodian regarding the powers, duties and compensation of such Custodian with respect to the cash and securities of the Trust held by such Custodian. Said contract and all amendments thereto shall be approved by the Trustees. (c) The Trust shall upon the resignation or inability to serve of any Custodian or upon change of any Custodian: (i) in case of such resignation or inability to serve, use its best efforts to obtain a successor Custodian; (ii) require that the cash and securities owned by the Trust be delivered directly to the successor Custodian; and (iii) in the event that no successor Custodian can be found, submit to the shareholders, before permitting delivery of the cash and securities owned by the Trust otherwise than to a successor Custodian, the question whether the Trust shall be liquidated or shall function without a Custodian. 10.4 REPORTS TO SHAREHOLDERS. The Trust shall send to each shareholder of record at least semi-annually a statement of the condition of the Trust and of the results of its operations, containing all information required by applicable laws or regulations. 10.5 DETERMINATION OF NET ASSET VALUE PER SHARE. Net asset value per share of each class or series of shares of the Trust shall mean: (i) the value of all the assets properly allocable to such class or series; (ii) less total liabilities properly allocable to such class or series; (iii) divided by the number of shares of such class or series outstanding, in each case at the time of each determination. Except as otherwise determined by the Trustees, the net asset value per share of each class or series shall be determined no less frequently than once daily, Monday through Friday, on days on which the New York Stock Exchange is open for trading, at such time or times that the Trustees set at least annually. In valuing the portfolio investments of any class or series of shares for the determination of the net asset value per share of such class or series, securities for which market quotations are readily available shall be valued at prices which, in the opinion of the Trustees or the person designated by the Trustees to make the determination, most nearly represent the market value of such securities, and other securities and assets shall be valued at their fair value as determined by or pursuant to the direction of the Trustees, which in the case of debt obligations, commercial paper and repurchase agreements may, but need not, be on the basis of yields for securities of comparable maturity, quality and type, or on the basis of amortized cost. Expenses and liabilities of the Trust shall be accrued each day. Liabilities may include such reserves for taxes, estimated accrued expenses and contingencies as the Trustees or their designates may in their sole discretion deem fair and reasonable under the circumstances. No accruals shall be made in respect of taxes on unrealized appreciation of securities owned unless the Trustees shall otherwise determine. ARTICLE 11 SHAREHOLDERS 11.1 MEETINGS. A meeting of the shareholders shall be called by the Clerk whenever ordered by the Trustees, the Chairman of the Trustees or requested in writing by the holder or holders of at least one-tenth of the outstanding shares entitled to vote at such meeting. If the Clerk, when so ordered or requested, refuses or neglects for more than two days to call such meeting, the Trustees, Chairman of the Trustees or the shareholders so requesting may, in the name of the Clerk, call the meeting by giving notice thereof in the manner required when notice is given by the Clerk. 11.2 ACCESS TO SHAREHOLDER LIST. Shareholders of record may apply to the Trustees for assistance in communicating with other shareholders for the purpose of calling a meeting in order to vote upon the question of removal of a Trustee. When ten or more shareholders of record who have been such for at least six months preceding the date of application and who hold in the aggregate shares having a net asset value of at least $25,000 so apply, the Trustees shall within five business days either: (i) afford to such applicants access to a list of names and addresses of all shareholders as recorded on the books of the Trust; or (ii) inform such applicants of the approximate number of shareholders of record and the approximate cost of mailing material to them, and, within a reasonable time thereafter, mail, at the applicants' expense, materials submitted by the applicants, to all such shareholders of record. The Trustees shall not be obligated to mail materials which they believe to be misleading or in violation of applicable law. 11.3 RECORD DATES. For the purpose of determining the shareholders of any class or series of shares of the Trust who are entitled to vote or act at any meeting or any adjournment thereof, or who are entitled to receive payment of any dividend or of any other distribution, the Trustees may from time to time fix a time, which shall be not more than 90 days before the date of any meeting of shareholders or more than 60 days before the date of payment of any dividend or of any other distribution, as the record date for determining the shareholders of such class or series having the right to notice of and to vote at such meeting and any adjournment thereof or the right to receive such dividend or distribution, and in such case only shareholders of record on such record date shall have such right notwithstanding any transfer of shares on the books of the Trust after the record date; or without fixing such record date the Trustees may for any such purposes close the register or transfer books for all or part of such period. 11.4 PROXIES. The placing of a shareholder's name on a proxy pursuant to telephone or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized by such shareholder shall constitute execution of such proxy by or on behalf of such shareholder. ARTICLE 12 PREFERENCES, RIGHTS AND PRIVILEGES OF THE TRUST'S CLASSES OF SHARES 12.1 GENERAL. Each class of shares of the Trust or of a particular series of the Trust, as the case may be, will represent interests in the same portfolio of investments of the Trust (or that series) and be identical in all respects, except as set forth below: (a) each class of shares shall be charged with the expense of any Distribution Plan adopted by the Trust pursuant to Rule 12b-1 under the Investment Company Act of 1940 with respect to such class of shares, (b) each class of shares will be charged with any incremental shareholder servicing expense attributable solely to such class, as determined by the Trustees, (c) each class of shares shall be charged with any other expenses properly allocated to such class, as determined by the Trustees and approved by the Securities and Exchange Commission, (d) each class of shares shall vote as a separate class on matters which pertain to any Rule 12b-1 Distribution Plan pertaining to such class of shares, (e) each class of shares will have only such exchange privileges as may from time to time be described in the Trust's prospectus with respect to such class, (f) each class of shares shall bear such designation as may be approved from time to time by the Trustees and (g) reinvestments of distributions from the Trust paid with respect to the shares of a particular class will be paid in additional shares of such class. 12.2. CONVERSION OF CLASS B SHARES. Except as hereinafter provided with respect to shares acquired by exchange or reinvestment of distributions, Class B shares of the Trust will automatically convert into Class A shares of the Trust at the end of the month eight years after the month of purchase, or at such earlier time as the Trustees may in their sole discretion determine from time to time as to all Class B shares purchased on or before such date as the Trustees may specify. Class B shares acquired by exchange from Class B shares of another Putnam Fund will convert into Class A shares based on the date of the initial purchase of the Class B shares of such other Fund. Class B shares acquired through reinvestment of distributions will convert into Class A shares based on the date of the initial purchase of Class B shares to which such reinvestment shares relate. For this purpose, Class B shares acquired through reinvestment of distributions will be attributed to particular purchases of Class B shares in accordance with such procedures, which may include without limitation methods of proration or approximation, as the Trustees may in their sole discretion determine from time to time. ARTICLE 13 AMENDMENTS TO THE BYLAWS 13.1 GENERAL. These Bylaws may be amended or repealed, in whole or in part, by a majority of the Trustees then in office at any meeting of the Trustees, or by one or more writings signed by such a majority. NF-04F EX-99.B4 4 PORTIONS OF DECLARATION OF TRUST (PORTIONS OF THE DECLARATION OF TRUST OF PUTNAM MONEY MARKET FUND RELATING TO SHAREHOLDERS" RIGHTS) (c) "Shares" means the units of interest into which the beneficial interest in the Trust shall be divided from time to time or, if more than one class of Shares is authorized by the Trustees, the equal proportionate transferable units into which each class of Shares shall be divided from time to time; (d) "Shareholder" means a record owner of Shares; ARTICLE III SHARES DIVISION OF BENEFICIAL INTEREST Section 1. The beneficial interest in the Trust shall at all times be divided into Shares, without par value, each of which shall, except as provided in the following sentence, represent an equal proportionate interest in the Trust with each other Share, none having priority or preference over another. For purposes of implementing the provisions of the second paragraph of Article VI, Section 1 hereof or otherwise, the Trustees may, without Shareholder approval, divide the Shares into two or more classes, Shares of each such class having such preferences and special or relative rights and privileges (including conversion rights, if any) as the Trustees may determine and as shall be set forth in the Bylaws. The number of Shares authorized shall be unlimited. The Trustees may from time to time divide or combine the Shares of any class into a greater or lesser number without thereby changing the proportionate beneficial interests in the class. OWNERSHIP OF SHARES Section 2. The ownership of Shares shall be recorded on the books of the Trust or a transfer or similar agent. No certificates certifying the ownership of Shares shall be issued except as the Trustees may otherwise determine from time to time. The Trustees may make such rules as they consider appropriate for the transfer of Shares and similar matters. The record books of the Trust as kept by the Trust or any transfer or similar agent, as the case may be, shall be conclusive as to who are the Shareholders of each class and as to the number of Shares of each class held from time to time by each Shareholder. INVESTMENTS IN THE TRUST Section 3. The Trustees shall accept investments in the Trust from such persons and on such terms and for such consideration, which may consist of cash or tangible or intangible property or a combination thereof, as they from time to time authorize. NO PREEMPTIVE RIGHTS Section 4. Shareholders shall have no preemptive or other right to subscribe to any additional Shares or other securities issued by the Trust. STATUS OF SHARES AND LIMITATION OF PERSONAL LIABILITY Section 5. Shares shall be deemed to be personal property giving only the rights provided in this Declaration of Trust or the Bylaws. Every Shareholder by virtue of having become a Shareholder shall be held to have expressly assented and agreed to the terms of this Declaration of Trust and the Bylaws and to have become a party thereto. The death of a Shareholder during the continuance of the Trust shall not operate to terminate the same nor entitle the representative of any deceased Shareholder to an accounting or to take any action in court or elsewhere against the Trust or the Trustees, but only to the rights of said decedent under this Trust. Ownership of Shares shall not entitle the Shareholder to any title in or to the whole or any part of the Trust property or right to call for a partition or division of the same or for an accounting, nor shall the ownership of Shares constitute the Shareholders partners. Neither the Trust nor the Trustees, nor any officer, employee or agent of the Trust shall have any power to bind personally any Shareholders, nor except as specifically provided herein to call upon any Shareholder for the payment of any sum of money or assessment whatsoever other than such as the Shareholder may at any time personally agree to pay. ARTICLE IV THE TRUSTEES ELECTION Section 1. A Trustee may be elected either by the Trustees or by the Shareholders. There shall not be less than three Trustees. The number of Trustees shall be fixed by the Trustees. Each Trustee elected by the Trustees or the Shareholders shall serve until he or she retires, resigns, is removed or dies or until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his or her successor. At any meeting called for the purpose, a Trustee may be removed by vote of the holders of two-thirds of the outstanding Shares. ARTICLE V SHAREHOLDERS' VOTING POWERS AND MEETINGS VOTING POWERS Section 1. Subject to voting the powers of one or more classes of Shares as set forth elsewhere in this Declaration of Trust or in the Bylaws, the Shareholders shall have power to vote only (i) for the election of Trustees as provided in Article IV, Section 1, (ii) for the removal of Trustees as provided in Article IV, Section 1, (iii) with respect to any Manager as provided in Article IV, Section 7, (iv) with respect to any amendment of this Declaration of Trust to the extent and as provided in Article IX, Section 7, (v) to the same extent as the stockholders of a Massachusetts business corporation as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders, and (vi) with respect to such additional matters relating to the Trust as may be required by this Declaration of Trust, the Bylaws or any registration of the Trust with the Securities and Exchange Commission (or any successor agency) or any state, or as the Trustees may consider necessary or desirable. Each whole share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote. On any matter submitted to a vote of Shareholders, all Shares of the Trust then entitled to vote shall, except as otherwise provided in the Bylaws, be voted in the aggregate as a single class without regard to classes of shares, except (1) when required by the 1940 Act or when the Trustees shall have determined that the matter affects one or more classes of shares materially differently, Shares shall be voted by individual class; and (2) when the Trustees have determined that the matter affects only the interests of one or more classes, then only Shareholders of such classes shall be entitled to vote thereon. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Until Shares of any class are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the Bylaws to be taken by Shareholders as to such class. VOTING POWER AND MEETINGS Section 2. Meetings of Shareholders of any or all classes may be called by the Trustees from time to time for the purpose of taking action upon any matter requiring the vote or authority of the Shareholders of such classes as herein provided or upon any other matter deemed by the Trustees to be necessary or desirable. Written notice of any meeting of Shareholders shall be given or caused to be given by the Trustees by mailing such notice at least seven days before such meeting, postage prepaid, stating the time, place and purpose of the meeting to each Shareholder entitled to vote at such meeting at the Shareholder's address as it appears on the records of the Trust. If the Trustees shall fail to call or give notice of any meeting of Shareholders for a period of 30 days after written application by Shareholders holding at least 10% of the then outstanding Shares of all classes entitled to vote at such meeting requesting that a meeting be called for a purpose requiring action by the Shareholders as provided herein or in the Bylaws, then Shareholders holding at least 10% of the then outstanding Shares of all classes entitled to vote at such meeting may call and give notice of such meeting and thereupon the meeting shall be held in the manner provided for herein in case of call thereof by the Trustees. QUORUM AND REQUIRED VOTE Section 3. Thirty percent of the Shares entitled to vote on a particular matter shall be a quorum for the transaction of business on that matter at a Shareholders' meeting, except that where this Declaration of Trust requires that holders of any class shall vote as an individual class, then thirty percent of the aggregate number of shares of that class entitled to vote shall be necessary to constitute a quorum for the transaction of business by that class. Any lesser number shall be sufficient for adjournments. Any adjourned session or sessions may be held, within a reasonable time after the date set for the original meeting without the necessity of further notice. Except when a larger vote is required by any provision of this Declaration of Trust or the Bylaws, a majority of the Shares voted shall decide any questions and a plurality shall elect a Trustee, provided that where this Declaration of Trust requires that the holders of any class shall vote as an individual class, then a majority of the Shares of that class voted on the matter (or a plurality with respect to the election of a Trustee) shall decide that matter insofar as that class is concerned. ACTION BY WRITTEN CONSENT Section 4. Any action taken by Shareholders may be taken without a meeting if a majority of Shareholders entitled to vote on the matter (or such larger proportion thereof as shall be required by any express provision of this Declaration of Trust or the Bylaws) consent to the action in writing and such written consents are filed with the records of the meetings of Shareholders. Such consent shall be treated for all purposes as a vote taken at a meeting of Shareholders. ADDITIONAL PROVISIONS Section 5. The Bylaws may include further provisions, not inconsistent with this Declaration of Trust, regarding Shareholders' voting powers, the conduct of meetings and related matters. ARTICLE VI NET INCOME, DISTRIBUTIONS, AND REDEMPTIONS AND REPURCHASES DISTRIBUTIONS OF NET INCOME Section 1. The Trustees shall each year, or more frequently if they so determine in their sole discretion, distribute to the Shareholders an amount approximately equal to the Net Income of the Trust, and may from time to time distribute such additional amounts as they may authorize to the Shareholders. Such Net Income shall consist of: (i) all interest income (including both original issue and market discount earned on discount paper accrued ratably to the date of maturity) accrued on portfolio investments of the Trust, (ii) plus or minus realized or unrealized gains and losses on portfolio investments of the Trust determined by valuing the portfolio investments of the Trust in a manner consistent with the requirements of the 1940 Act and any applicable provisions of the Bylaws, and (iii) less all actual and accrued expenses and liabilities determined in accordance with good accounting practices. The Net Income of the Trust allocable to any class of Shares shall be determined in such manner as the Trustees may reasonably determine to give effect to the allocation of any assets, liabilities, income and expenses of the Trust to a particular class of Shares or as may otherwise be necessary or appropriate to give effect to the preferences and special or relative rights and privileges of any classes of Shares. Such Net Income shall be determined by the Trustees or as they may authorize on each business day at the times and in the manner provided in the Bylaws, and all such Net Income, which is a positive amount, since the last determination of Net Income, shall be declared as a dividend. Determination of Net Income of the Trust made by the Trustees, or as they may authorize, in good faith, shall be binding on all parties concerned. Any such distribution to the Shareholders shall be made to said Shareholders pro rata in proportion to the number of Shares held by each of them, except to the extent otherwise required or permitted by the preferences and special or relative rights and privileges of any classes of Shares of the Trust, provided that any distribution to the shareholders of a particular class of Shares shall be made to such Shareholders pro rata in proportion to the number of Shares of such class held by each of them. Notwithstanding the foregoing provisions for calculation and distribution of net income, the Trustees may, from time to time and for so long as they may deem appropriate, for purposes of calculating and distributing income of the Trust to the Shareholders, divide Shares into as many classes as they deem appropriate (or, if at any time the Shares of the Trust are otherwise divided into classes, to divide each such class of Shares into subclasses) and pay distributions of differing amounts to each class (or subclass) of Shares (provided all Shares of the same class or subclass receive equal distributions), provided, that the division of Shares into classes (or subclasses) and the payment of differing distributions to such classes (or subclasses) shall be made in a manner consistent with the requirements of the 1940 Act, the rules and regulations thereunder and exemptions therefrom, and provided further, that except as otherwise specifically authorized by the Trustees pursuant to this paragraph or as otherwise deemed necessary or appropriate to give effect to the preferences and special or relative rights and privileges of any classes of Shares, the Trustees shall continue to calculate and distribute net income of the Trust in the manner provided in the preceding paragraph. Nothing contained in the foregoing paragraph shall be construed as limiting in any way the general authority of the Trustees to divide the Shares into two or more classes pursuant to the provisions of Article III, Section 1 hereof. If, for any reason, the Net Income of any class determined at any time is a negative amount, the pro rata share of such negative amount of each Shareholder of such class shall constitute a liability of such Shareholder to the Trust which shall be paid at such times and in such manner as the Trustees may from time to time determine out of the accrued dividend account of such Shareholder, by reducing the number of Shares of such class in the account of such Shareholder or otherwise. As a result of such determinations and declarations as a dividend of the Net Income of each class, the net asset value per share of each class (the value of all of the assets of the Trust allocable to such class less total liabilities of the Trust allocable to such class, divided by the number of Shares of such class outstanding) is intended to remain at a constant amount immediately after each such determination and declaration subject, however, to the power of the Trustees as provided in Section I of Article III to divide or combine the Shares of any class into a greater or lesser number. REDEMPTIONS AND REPURCHASES Section 2. The Trust shall purchase such Shares as are offered by any Shareholder for redemption, upon the presentation of a proper instrument of transfer together with a request directed to the Trust or a person designated by the Trust that the Trust purchase such Shares or in accordance with such other procedures for redemption as the Trustees may from time to time authorize; and the Trust will pay therefor the net asset value thereof, as described in Section 1 of this Article VI, next determined. Payment for said Shares shall be made by the Trust to the Shareholder within seven days after the date on which the request is made. The obligation set forth in this Section 2 is subject to the provision that in the event that any time the New York Stock Exchange is closed for other than customary weekends or holidays, or if permitted by the rules of the Securities and Exchange Commission, during periods when trading on the Exchange is restricted or during any emergency which makes it impracticable for the Trust to dispose of its investments or to determine fairly the value of its net assets, or during any other period permitted by order of the Securities and Exchange Commission for the protection of investors, such obligation may be suspended or postponed by the Trustees. The Trust may also purchase or repurchase Shares at a price not exceeding the net asset value of such Shares in effect when the purchase or repurchase or any contract to purchase or repurchase is made. REDEMPTIONS AT THE OPTION OF THE TRUST Section 3. The Trust shall have the right at its option and at any time to redeem Shares of any Shareholder at the net asset value thereof as described in Section 1 of this Article VI: (i) if at such time such Shareholder owns Shares having an aggregate net asset value of less than an amount determined from time to time by the Trustees; or (ii) to the extent that such Shareholder owns Shares equal to or in excess of a percentage of the Shares determined from time to time by the Trustees. ARTICLE IX MISCELLANEOUS TRUSTEES, SHAREHOLDERS, ETC. NOT PERSONALLY LIABLE; NOTICE Section 1. All persons extending credit to, contracting with or having any claim against the Trust shall look only to the assets of the Trust for payment under such credit, contract or claim; and neither the Shareholders nor the Trustees, nor any of the Trust's officers, employees or agents, whether past, present or future, shall be personally liable therefor. Nothing in this Declaration of Trust shall protect any Trustee against any liability to which such Trustee would otherwise be subject by reason of wilful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee. Every note, bond, contract, instrument, certificate or undertaking made or issued by the Trustees or by any officers or officer shall give notice that this Declaration of Trust is on file with the Secretary of the Commonwealth of Massachusetts and shall recite that the same was executed or made by or on behalf of the Trust or by them as Trustee or Trustees or as officers or officer and not individually and that the obligations of such instrument are not binding upon any of them or the Shareholders individually but are binding only upon the assets and property of the Trust, and may contain such further recital as he or she or they may deem appropriate, but the omission thereof shall not operate to bind any Trustee or Trustees or officers or officer or Shareholders individually. SHAREHOLDERS Section 4. In case any Shareholder or former Shareholder shall be held to be personally liable solely by reason of his or her being or having been a Shareholder and not because of his or her acts or omissions or for some other reason, the Shareholder or former Shareholder (or his or her heirs, executors, administrators or other legal representatives or in the case of a corporation or other entity, its corporate or other general successor) shall be entitled out of the assets of the Trust to be held harmless from and indemnified against all loss and expense arising from such liability. Limitation of Liability EX-99.B4 5 PORTIONS OF BYLAWS (PORTIONS OF BYLAWS OF PUTNAM MONEY MARKET FUND PUTNAM TAX EXEMPT MONEY MARKET FUND RELATING TO SHAREHOLDERS' RIGHTS) ARTICLE 9 ISSUANCE OF SHARES AND SHARE CERTIFICATES 9.1 SALE OF SHARES. Except as otherwise determined by the Trustees, the Trust will issue and sell for cash or securities from time to time, full and fractional shares of its shares of beneficial interest, such shares to be issued and sold at a price of not less than the par value per share, if any, and not less than the net asset value per share as from time to time determined in accordance with the Declaration of Trust and these Bylaws and, in the case of fractional shares, at a proportionate reduction in such price. In the case of shares sold for securities, such securities shall be valued in accordance with the provisions for determining the value of the assets of the Trust as stated in the Declaration of Trust and these Bylaws. The officers of the Trust are severally authorized to take all such actions as may be necessary or desirable to carry out this Section 9.1. 9.2 SHARE CERTIFICATES. In lieu of issuing certificates for shares, the Trustees or the transfer agent may either issue receipts therefor or may keep accounts upon the books of the Trust for the record holders of such shares, who shall in either case be deemed, for all purposes hereunder, to be the holders of certificates for such shares as if they had accepted such certificates and shall be held to have expressly assented and agreed to the terms hereof. The Trustees may at any time authorize the issuance of share certificates. In that event, each shareholder shall be entitled to a certificate stating the number of shares of each class owned by him, in such form as shall be prescribed from time to time by the Trustees. Such certificate shall be signed by the President or a Vice President and by the Treasurer or an Assistant Treasurer. Such signatures may be facsimile if the certificate is signed by a transfer agent or by a registrar. In case any officer who has signed or whose facsimile signature has been placed on such certificate shall cease to be such officer before such certificate is issued, it may be issued by the Trust with the same effect as if he were such officer at the time of its issue. 9.3 LOSS OF CERTIFICATES. The transfer agent of the Trust, with the approval of any two officers of the Trust, is authorized to issue and countersign replacement certificates for the shares of the Trust which have been lost, stolen or destroyed upon (i) receipt of an affidavit or affidavits of loss or non-receipt and of an indemnity agreement executed by the registered holder or his legal representative and supported by an open penalty surety bond, said agreement and said bond in all cases to be in form and content satisfactory to and approved by the President or the Treasurer, or (ii) receipt of such other documents as may be approved by the Trustees. 9.4 ISSUANCE OF NEW CERTIFICATE TO PLEDGEE. A pledgee of shares transferred as collateral security shall be entitled to a new certificate if the instrument of transfer substantially describes the debt or duty that is intended to be secured thereby. Such new certificate shall express on its face that it is held as collateral security, and the name of the pledgor shall be stated thereon, who alone shall be liable as a shareholder and entitled to vote thereon. 9.5 DISCONTINUANCE OF ISSUANCE OF CERTIFICATES. The Trustees may at any time discontinue the issuance of share certificates and may, by written notice to each shareholder, require the surrender of share certificates to the Trust for cancellation. Such surrender and cancellation shall not affect the ownership of shares in the Trust. ARTICLE 10 PROVISIONS RELATING TO THE CONDUCT OF THE TRUST'S BUSINESS 10.4 REPORTS TO SHAREHOLDERS. The Trust shall send to each shareholder of record at least semi-annually a statement of the condition of the Trust and of the results of its operations, containing all information required by applicable laws or regulations. ARTICLE 11 SHAREHOLDERS 11.1 MEETINGS. A meeting of the shareholders shall be called by the Clerk whenever ordered by the Trustees, the Chairman of the Trustees or requested in writing by the holder or holders of at least one-tenth of the outstanding shares entitled to vote at such meeting. If the Clerk, when so ordered or requested, refuses or neglects for more than two days to call such meeting, the Trustees, Chairman of the Trustees or the shareholders so requesting may, in the name of the Clerk, call the meeting by giving notice thereof in the manner required when notice is given by the Clerk. 11.2 ACCESS TO SHAREHOLDER LIST. Shareholders of record may apply to the Trustees for assistance in communicating with other shareholders for the purpose of calling a meeting in order to vote upon the question of removal of a Trustee. When ten or more shareholders of record who have been such for at least six months preceding the date of application and who hold in the aggregate shares having a net asset value of at least $25,000 so apply, the Trustees shall within five business days either: (i) afford to such applicants access to a list of names and addresses of all shareholders as recorded on the books of the Trust; or (ii) inform such applicants of the approximate number of shareholders of record and the approximate cost of mailing material to them, and, within a reasonable time thereafter, mail, at the applicants' expense, materials submitted by the applicants, to all such shareholders of record. The Trustees shall not be obligated to mail materials which they believe to be misleading or in violation of applicable law. 11.3 RECORD DATES. For the purpose of determining the shareholders of any class or series of shares of the Trust who are entitled to vote or act at any meeting or any adjournment thereof, or who are entitled to receive payment of any dividend or of any other distribution, the Trustees may from time to time fix a time, which shall be not more than 90 days before the date of any meeting of shareholders or more than 60 days before the date of payment of any dividend or of any other distribution, as the record date for determining the shareholders of such class or series having the right to notice of and to vote at such meeting and any adjournment thereof or the right to receive such dividend or distribution, and in such case only shareholders of record on such record date shall have such right notwithstanding any transfer of shares on the books of the Trust after the record date; or without fixing such record date the Trustees may for any such purposes close the register or transfer books for all or part of such period. 11.4 PROXIES. The placing of a shareholder's name on a proxy pursuant to telephone or electronically transmitted instructions obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized by such shareholder shall constitute execution of such proxy by or on behalf of such shareholder. ARTICLE 12 PREFERENCES, RIGHTS AND PRIVILEGES OF THE TRUST'S CLASSES OF SHARES 12.1 GENERAL. Each class of shares of the Trust or of a particular series of the Trust, as the case may be, will represent interests in the same portfolio of investments of the Trust (or that series) and be identical in all respects, except as set forth below: (a) each class of shares shall be charged with the expense of any Distribution Plan adopted by the Trust pursuant to Rule 12b-1 under the Investment Company Act of 1940 with respect to such class of shares, (b) each class of shares will be charged with any incremental shareholder servicing expense attributable solely to such class, as determined by the Trustees (c) each class of shares shall be charged with any other expenses properly allocated to such class, as determined by the Trustees and approved by the Securities and Exchange Commission, (d) each class of shares shall vote as a separate class on matters which pertain to any Rule 12b-1 Distribution Plan pertaining to such class of shares, (e) each class of shares will have only such exchange privileges as may from time to time be described in the Trust's prospectus with respect to such class, (f) each class of shares shall bear such designation as may be approved from time to time by the Trustees and (g) reinvestments of distributions from the Fund paid with respect to the shares of a particular class will be paid in additional shares of such class. 12.2. CONVERSION OF CLASS B SHARES. Except as hereinafter provided with respect to shares acquired by exchange or reinvestment of distributions, Class B shares of the Fund will automatically convert into Class A shares of the Fund at the end of the month eight years after the month of purchase, or at such earlier time as the Trustees may in their sole discretion determine from time to time as to all Class B shares purchased on or before such date as the Trustees may specify. Class B shares acquired by exchange from Class B shares of another Putnam Fund will convert into Class A shares based on the date of the initial purchase of the Class B shares of such other Fund. Class B shares acquired through reinvestment of distributions will convert into Class A shares based on the date of the initial purchase of Class B shares to which such reinvestment shares relate. For this purpose, Class B shares acquired through reinvestment of distributions will be attributed to particular purchases of Class B shares in accordance with such procedures, which may include without limitation methods of proration or approximation, as the Trustees may in their sole discretion determine from time to time. EX-99.B6 6 DISTRIBUTORS CONTRACT FOR PUTNAM MONEY MARKET FUND PUTNAM MONEY MARKET FUND DISTRIBUTOR'S CONTRACT Distributor's Contract dated September 1, 1994, by and between PUTNAM MONEY MARKET FUND, a Massachusetts business trust (the "Fund"), and PUTNAM MUTUAL FUNDS CORP., a Massachusetts corporation ("Putnam"). WHEREAS, the Fund and Putnam are desirous of entering into this agreement to provide for the distribution by Putnam of shares of the Fund; NOW, THEREFORE, in consideration of the mutual agreements contained in the Terms and Conditions of Distributor's Contract attached to and forming a part of this Contract (the "Terms and Conditions"), the Fund hereby appoints Putnam as a distributor of shares of the Fund, and Putnam hereby accepts such appointment, all as set forth in the Terms and Conditions. A copy of the Agreement and Declaration of Trust of the Fund is on file with the Secretary of State of The Commonwealth of Massachusetts and notice is hereby given that this instrument is executed on behalf of the Trustees of the Fund as Trustees and not individually, and that the obligations of or arising out of this instrument are not binding upon any of the Trustees or shareholders individually but are binding only upon the assets and property of the Fund. IN WITNESS WHEREOF, PUTNAM MONEY MARKET FUND and PUTNAM MUTUAL FUNDS CORP. have each caused this Distributor's Contract to be signed in duplicate in its behalf, all as of the day and year first above written. PUTNAM MONEY MARKET FUND By: ----------------------------- Executive Vice President PUTNAM MUTUAL FUNDS CORP. By: ----------------------------- President TERMS AND CONDITIONS OF DISTRIBUTOR'S CONTRACT 1. RESERVATION OF RIGHT NOT TO SELL. The Fund reserves the right to refuse at any time or times to sell any of its shares of beneficial interest ("shares") hereunder for any reason deemed adequate by it. 2. PAYMENTS TO PUTNAM. In connection with the distribution of shares of the Fund, Putnam will be entitled to receive: (a) payments pursuant to any Distribution Plan and Agreement from time to time in effect between the Fund and Putnam with respect to the Fund or any particular class of shares of the Fund, (b) any contingent deferred sales charges applicable to the redemption of shares of the Fund or of any particular class of shares of the Fund, determined in the manner set forth in the then current Prospectus and Statement of Additional Information of the Fund and (c) subject to the provisions of Section 3 below, any front-end sales charges applicable to the sale of shares of the Fund or of any particular class of shares of the Fund, less any applicable dealer discount. 3. SALES OF SHARES TO PUTNAM AND SALES BY PUTNAM. Putnam will have the right, as principal, to sell shares of the Fund to investment dealers against orders therefor (a) at the public offering price (calculated as described below) less a discount determined by Putnam, which discount shall not exceed the amount of the sales charge referred to below, or (b) at net asset value. Upon receipt of an order to purchase Fund shares from an investment dealer with whom Putnam has a Sales Contract, Putnam will promptly purchase shares from the Fund to fill such order. The public offering price of a class of shares shall be the net asset value of such shares then in effect, plus any applicable front-end sales charge determined in the manner set forth in the then current Prospectus and Statement of Additional Information of the Fund or as permitted by the Investment Company Act of 1940, as amended, and the Rules and Regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall the public offering price exceed 1000/915ths of such net asset value, and in no event shall any applicable sales charge exceed 8 1/2% of the public offering price. The net asset value of the shares shall be determined in the manner provided in the Agreement and Declaration of Trust of the Fund as then amended and when determined shall be applicable to transactions as provided for in the then current Prospectus and Statement of Additional Information of the Fund. Putnam will also have the right, as principal, to purchase shares from the Fund at their net asset value and to sell such shares to the public against orders therefor at the public offering price or at net asset value. Putnam will also have the right, as principal, to sell shares at their net asset value and not subject to a contingent deferred sales charge to such persons as may be approved by the Trustees of the Fund, all such sales to comply with the provisions of the Investment Company Act of 1940, as amended, and the Rules and Regulations of the Securities and Exchange Commission promulgated thereunder. Putnam will also have the right, as agent for the Fund, to sell shares at the public offering price or at net asset value to such persons and upon such conditions as the Trustees of the Fund may from time to time determine. On every sale the Fund shall receive the applicable net asset value of the shares. Putnam will reimburse the Fund for any increased issue tax paid on account of sales charges. Upon receipt of registration instructions in proper form and payment for shares, Putnam will transmit such instructions to the Fund or its agent for registration of the shares purchased. 4. SALES OF SHARES BY THE FUND. The Fund reserves the right to issue shares at any time directly to its shareholders as a stock dividend or stock split and to sell shares to its shareholders or to other persons approved by Putnam at not less than net asset value. 5. REPURCHASE OF SHARES. Putnam will act as agent for the Fund in connection with the repurchase of shares by the Fund upon the terms and conditions set forth in the then current Prospectus and Statement of Additional Information of the Fund. 6. BASIS OF PURCHASES AND SALES OF SHARES. Putnam will use its best efforts to place shares sold by it on an investment basis. Putnam does not agree to sell any specific number of shares. Shares will be sold by Putnam only against orders therefor. Putnam will not purchase shares from anyone other than the Fund except in accordance with Section 5, and will not take "long" or "short" positions in shares contrary to the Agreement and Declaration of Trust of the Fund. 7. RULES OF NASD, ETC. Putnam will conform to the Rules of Fair Practice of the National Association of Securities Dealers, Inc. and the sale of securities laws of any jurisdiction in which it sells, directly or indirectly, any shares. Putnam also agrees to furnish to the Fund sufficient copies of any agreements or plans it intends to use in connection with any sales of shares in adequate time for the Fund to file and clear them with the proper authorities before they are put in use, and not to use them until so filed and cleared. 8. PUTNAM INDEPENDENT CONTRACTOR. Putnam shall be an independent contractor and neither Putnam nor any of its officers or employees as such is or shall be an employee of the Fund. Putnam is responsible for its own conduct and the employment, control and conduct of its agents and employees and for injury to such agents or employees or to others through its agents or employees. Putnam assumes full responsibility for its agents and employees under applicable statutes and agrees to pay all employer taxes thereunder. Putnam will maintain at its own expense insurance against public liability in such an amount as the Trustees of the Fund may from time to time reasonably request. 9. EXPENSES. Putnam will pay all expenses of qualifying shares of the Fund for sale under the so-called "Blue Sky" laws of any state (except expenses of any action by the Fund relating to its Agreement and Declaration of Trust or other matters in which the Fund has a direct concern), and expenses of preparing, printing and distributing advertising and sales literature (apart from expenses of registering shares under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, and the preparation and printing of Prospectuses and Statements of Additional Information and reports as required by said Acts and the direct expenses of the issue of shares, except that Putnam will pay the cost of the preparation and printing of Prospectuses and Statements of Additional Information and shareholders' reports used by it and by others in the sale of Fund shares to the extent such cost is not paid by others). 10. INDEMNIFICATION OF FUND. Putnam agrees to indemnify and hold harmless the Fund and each person who has been, is, or may hereafter be a Trustee of the Fund against expenses reasonably incurred by any of them in connection with any claim or in connection with any action, suit or proceeding to which any of them may be a party, which arises out of or is alleged to arise out of any misrepresentation or omission to state a material fact, or out of any alleged misrepresentation or omission to state a material fact, on the part of Putnam or any agent or employee of Putnam or any other person for whose acts Putnam is responsible or is alleged to be responsible unless such misrepresentation or omission was made in reliance upon written information furnished by the Fund. Putnam also agrees likewise to indemnify and hold harmless the Fund and each such person in connection with any claim or in connection with any action, suit or proceeding which arises out of or is alleged to arise out of Putnam's (or an affiliate of Putnam's) failure to exercise reasonable care and diligence with respect to its services rendered in connection with investment, reinvestment, automatic withdrawal and other plans for shares. The term "expenses" includes amounts paid in satisfaction of judgments or in settlements which are made with Putnam's consent. The foregoing rights of indemnification shall be in addition to any other rights to which the Fund or a Trustee may be entitled as a matter of law. 11. ASSIGNMENT TERMINATES THIS CONTRACT; AMENDMENTS OF THIS CONTRACT. This Contract shall automatically terminate, without the payment of any penalty, in the event of its assignment. This Contract may be amended only if such amendment be approved either by action of the Trustees of the Fund or at a meeting of the shareholders of the Fund by the affirmative vote of a majority of the outstanding shares of the Fund, and by a majority of the Trustees of the Fund who are not interested persons of the Fund or of Putnam by vote cast in person at a meeting called for the purpose of voting on such approval. 12. EFFECTIVE PERIOD AND TERMINATION OF THIS CONTRACT. This Contract shall take effect upon the date first above written and shall remain in full force and effect continuously (unless terminated automatically as set forth in Section 11) until terminated: (a) Either by the Fund or Putnam by not more than sixty (60) days' nor less than ten (10) days' written notice delivered or mailed by registered mail, postage prepaid, to the other party; or (b) If the continuance of this Contract after January 31, 1995 is not specifically approved at least annually by the Trustees of the Fund or the shareholders of the Fund by the affirmative vote of a majority of the outstanding shares of the Fund, and by a majority of the Trustees of the Fund who are not interested persons of the Fund or of Putnam by vote cast in person at a meeting called for the purpose of voting on such approval. Action by the Fund under (a) above may be taken either (i) by vote of its Trustees or (ii) by the affirmative vote of a majority of the outstanding shares of the Fund. The requirement under (b) above that continuance of this Contract be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940, as amended, and the Rules and Regulations thereunder. Termination of this Contract pursuant to this Section 12 shall be without the payment of any penalty. 13. CERTAIN DEFINITIONS. For the purposes of this Contract, the "affirmative vote of a majority of the outstanding shares of the Fund" means the affirmative vote, at a duly called and held meeting of shareholders of the Fund, (a) of the holders of 67% or more of the shares of the Fund present (in person or by proxy) and entitled to vote at such meeting, if the holders of more than 50% of the outstanding shares of the Fund entitled to vote at such meeting are present in person or by proxy, or (b) of the holders of more than 50% of the outstanding shares of the Fund entitled to vote at such meeting, whichever is less. For the purposes of this Contract, the terms "interested person" and "assignment" shall have the meanings defined in the Investment Company Act of 1940, as amended, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission under said Act. S:\shared\discon1 EX-99.B6 7 DISTRIBUTORS CONTRACT FOR TAX EX.MON.MKT PUTNAM TAX EXEMPT MONEY MARKET FUND DISTRIBUTOR'S CONTRACT Distributor's Contract dated May 6, 1994, by and between PUTNAM TAX EXEMPT MONEY MARKET FUND, a Massachusetts business trust (the "Fund"), and PUTNAM MUTUAL FUNDS CORP., a Massachusetts corporation ("Putnam"). WHEREAS, the Fund and Putnam are desirous of entering into this agreement to provide for the distribution by Putnam of shares of the Fund; NOW, THEREFORE, in consideration of the mutual agreements contained in the Terms and Conditions of Distributor's Contract attached to and forming a part of this Contract (the "Terms and Conditions"), the Fund hereby appoints Putnam as a distributor of shares of the Fund, and Putnam hereby accepts such appointment, all as set forth in the Terms and Conditions. A copy of the Agreement and Declaration of Trust of the Fund is on file with the Secretary of State of The Commonwealth of Massachusetts and notice is hereby given that this instrument is executed on behalf of the Trustees of the Fund as Trustees and not individually, and that the obligations of or arising out of this instrument are not binding upon any of the Trustees or shareholders individually but are binding only upon the assets and property of the Fund. IN WITNESS WHEREOF, PUTNAM TAX EXEMPT MONEY MARKET FUND and PUTNAM MUTUAL FUNDS CORP. have each caused this Distributor's Contract to be signed in duplicate in its behalf, all as of the day and year first above written. PUTNAM TAX EXEMPT MONEY MARKET FUND By: ----------------------------- Executive Vice President PUTNAM MUTUAL FUNDS CORP. By: ----------------------------- President TERMS AND CONDITIONS OF DISTRIBUTOR'S CONTRACT 1. RESERVATION OF RIGHT NOT TO SELL. The Fund reserves the right to refuse at any time or times to sell any of its shares of beneficial interest ("shares") hereunder for any reason deemed adequate by it. 2. PAYMENTS TO PUTNAM. In connection with the distribution of shares of the Fund, Putnam will be entitled to receive: (a) payments pursuant to any Distribution Plan and Agreement from time to time in effect between the Fund and Putnam with respect to the Fund or any particular class of shares of the Fund, (b) any contingent deferred sales charges applicable to the redemption of shares of the Fund or of any particular class of shares of the Fund, determined in the manner set forth in the then current Prospectus and Statement of Additional Information of the Fund and (c) subject to the provisions of Section 3 below, any front-end sales charges applicable to the sale of shares of the Fund or of any particular class of shares of the Fund, less any applicable dealer discount. 3. SALES OF SHARES TO PUTNAM AND SALES BY PUTNAM. Putnam will have the right, as principal, to sell shares of the Fund to investment dealers against orders therefor (a) at the public offering price (calculated as described below) less a discount determined by Putnam, which discount shall not exceed the amount of the sales charge referred to below, or (b) at net asset value. Upon receipt of an order to purchase Fund shares from an investment dealer with whom Putnam has a Sales Contract, Putnam will promptly purchase shares from the Fund to fill such order. The public offering price of a class of shares shall be the net asset value of such shares then in effect, plus any applicable front-end sales charge determined in the manner set forth in the then current Prospectus and Statement of Additional Information of the Fund or as permitted by the Investment Company Act of 1940, as amended, and the Rules and Regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall the public offering price exceed 1000/915ths of such net asset value, and in no event shall any applicable sales charge exceed 8 1/2% of the public offering price. The net asset value of the shares shall be determined in the manner provided in the Agreement and Declaration of Trust of the Fund as then amended and when determined shall be applicable to transactions as provided for in the then current Prospectus and Statement of Additional Information of the Fund. Putnam will also have the right, as principal, to purchase shares from the Fund at their net asset value and to sell such shares to the public against orders therefor at the public offering price or at net asset value. Putnam will also have the right, as principal, to sell shares at their net asset value and not subject to a contingent deferred sales charge to such persons as may be approved by the Trustees of the Fund, all such sales to comply with the provisions of the Investment Company Act of 1940, as amended, and the Rules and Regulations of the Securities and Exchange Commission promulgated thereunder. Putnam will also have the right, as agent for the Fund, to sell shares at the public offering price or at net asset value to such persons and upon such conditions as the Trustees of the Fund may from time to time determine. On every sale the Fund shall receive the applicable net asset value of the shares. Putnam will reimburse the Fund for any increased issue tax paid on account of sales charges. Upon receipt of registration instructions in proper form and payment for shares, Putnam will transmit such instructions to the Fund or its agent for registration of the shares purchased. 4. SALES OF SHARES BY THE FUND. The Fund reserves the right to issue shares at any time directly to its shareholders as a stock dividend or stock split and to sell shares to its shareholders or to other persons approved by Putnam at not less than net asset value. 5. REPURCHASE OF SHARES. Putnam will act as agent for the Fund in connection with the repurchase of shares by the Fund upon the terms and conditions set forth in the then current Prospectus and Statement of Additional Information of the Fund. 6. BASIS OF PURCHASES AND SALES OF SHARES. Putnam will use its best efforts to place shares sold by it on an investment basis. Putnam does not agree to sell any specific number of shares. Shares will be sold by Putnam only against orders therefor. Putnam will not purchase shares from anyone other than the Fund except in accordance with Section 5, and will not take "long" or "short" positions in shares contrary to the Agreement and Declaration of Trust of the Fund. 7. RULES OF NASD, ETC. Putnam will conform to the Rules of Fair Practice of the National Association of Securities Dealers, Inc. and the sale of securities laws of any jurisdiction in which it sells, directly or indirectly, any shares. Putnam also agrees to furnish to the Fund sufficient copies of any agreements or plans it intends to use in connection with any sales of shares in adequate time for the Fund to file and clear them with the proper authorities before they are put in use, and not to use them until so filed and cleared. 8. PUTNAM INDEPENDENT CONTRACTOR. Putnam shall be an independent contractor and neither Putnam nor any of its officers or employees as such is or shall be an employee of the Fund. Putnam is responsible for its own conduct and the employment, control and conduct of its agents and employees and for injury to such agents or employees or to others through its agents or employees. Putnam assumes full responsibility for its agents and employees under applicable statutes and agrees to pay all employer taxes thereunder. Putnam will maintain at its own expense insurance against public liability in such an amount as the Trustees of the Fund may from time to time reasonably request. 9. EXPENSES. Putnam will pay all expenses of qualifying shares of the Fund for sale under the so-called "Blue Sky" laws of any state (except expenses of any action by the Fund relating to its Agreement and Declaration of Trust or other matters in which the Fund has a direct concern), and expenses of preparing, printing and distributing advertising and sales literature (apart from expenses of registering shares under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, and the preparation and printing of Prospectuses and Statements of Additional Information and reports as required by said Acts and the direct expenses of the issue of shares, except that Putnam will pay the cost of the preparation and printing of Prospectuses and Statements of Additional Information and shareholders' reports used by it and by others in the sale of Fund shares to the extent such cost is not paid by others). 10. INDEMNIFICATION OF FUND. Putnam agrees to indemnify and hold harmless the Fund and each person who has been, is, or may hereafter be a Trustee of the Fund against expenses reasonably incurred by any of them in connection with any claim or in connection with any action, suit or proceeding to which any of them may be a party, which arises out of or is alleged to arise out of any misrepresentation or omission to state a material fact, or out of any alleged misrepresentation or omission to state a material fact, on the part of Putnam or any agent or employee of Putnam or any other person for whose acts Putnam is responsible or is alleged to be responsible unless such misrepresentation or omission was made in reliance upon written information furnished by the Fund. Putnam also agrees likewise to indemnify and hold harmless the Fund and each such person in connection with any claim or in connection with any action, suit or proceeding which arises out of or is alleged to arise out of Putnam's (or an affiliate of Putnam's) failure to exercise reasonable care and diligence with respect to its services rendered in connection with investment, reinvestment, automatic withdrawal and other plans for shares. The term "expenses" includes amounts paid in satisfaction of judgments or in settlements which are made with Putnam's consent. The foregoing rights of indemnification shall be in addition to any other rights to which the Fund or a Trustee may be entitled as a matter of law. 11. ASSIGNMENT TERMINATES THIS CONTRACT; AMENDMENTS OF THIS CONTRACT. This Contract shall automatically terminate, without the payment of any penalty, in the event of its assignment. This Contract may be amended only if such amendment be approved either by action of the Trustees of the Fund or at a meeting of the shareholders of the Fund by the affirmative vote of a majority of the outstanding shares of the Fund, and by a majority of the Trustees of the Fund who are not interested persons of the Fund or of Putnam by vote cast in person at a meeting called for the purpose of voting on such approval. 12. EFFECTIVE PERIOD AND TERMINATION OF THIS CONTRACT. This Contract shall take effect upon the date first above written and shall remain in full force and effect continuously (unless terminated automatically as set forth in Section 11) until terminated: (a) Either by the Fund or Putnam by not more than sixty (60) days' nor less than ten (10) days' written notice delivered or mailed by registered mail, postage prepaid, to the other party; or (b) If the continuance of this Contract after January 31, 1995 is not specifically approved at least annually by the Trustees of the Fund or the shareholders of the Fund by the affirmative vote of a majority of the outstanding shares of the Fund, and by a majority of the Trustees of the Fund who are not interested persons of the Fund or of Putnam by vote cast in person at a meeting called for the purpose of voting on such approval. Action by the Fund under (a) above may be taken either (i) by vote of its Trustees or (ii) by the affirmative vote of a majority of the outstanding shares of the Fund. The requirement under (b) above that continuance of this Contract be "specifically approved at least annually" shall be construed in a manner consistent with the Investment Company Act of 1940, as amended, and the Rules and Regulations thereunder. Termination of this Contract pursuant to this Section 12 shall be without the payment of any penalty. 13. CERTAIN DEFINITIONS. For the purposes of this Contract, the "affirmative vote of a majority of the outstanding shares of the Fund" means the affirmative vote, at a duly called and held meeting of shareholders of the Fund, (a) of the holders of 67% or more of the shares of the Fund present (in person or by proxy) and entitled to vote at such meeting, if the holders of more than 50% of the outstanding shares of the Fund entitled to vote at such meeting are present in person or by proxy, or (b) of the holders of more than 50% of the outstanding shares of the Fund entitled to vote at such meeting, whichever is less. For the purposes of this Contract, the terms "interested person" and "assignment" shall have the meanings defined in the Investment Company Act of 1940, as amended, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission under said Act. S:\shared\discon1 EX-99.B10 8 COUNSEL OPINION ROPES & GRAY One International Place Boston, Massachusetts 02110-2624 (617) 951-7000 November 28, 1994 Putnam Tax Exempt Money Market Fund (the "Fund") One Post Office Square Boston, Massachusetts 02109 Gentlemen: You have informed us that you propose to offer and sell from time to time 24,007,832 of your shares of beneficial interest (the "Shares"), for cash or securities at the net asset value per share, determined in accordance with your Bylaws, which Shares are in addition to your shares of beneficial interest which you have previously offered and sold or which you are currently offering. We have examined copies of (i) your Agreement and Declaration of Trust as on file at the office of the Secretary of State of The Commonwealth of Massachusetts, which provides for an unlimited number of authorized shares of beneficial interest, and (ii) your Bylaws, which provide for the issue and sale by the Fund of such Shares. We assume that appropriate action will be taken to register or qualify the sale of the Shares under any applicable state and federal laws regulating offerings and sales of securities. Based upon the foregoing, we are of the opinion that: 1. The Fund is a legally organized and validly existing voluntary association with transferable shares of beneficial interest under the laws of The Commonwealth of Massachusetts and is authorized to issue an unlimited number of shares of beneficial interest. 2. Upon the issue of any of the Shares referred to in the first paragraph hereof for cash or securities at net asset value, and the receipt of the appropriate consideration therefor as provided in your Bylaws, such Shares so issued will be validly issued, fully paid and nonassessable by the Fund. ROPES & GRAY Putnam Tax Exempt Money Market Fund -2- November 28, 1994 The Fund is an entity of the type commonly known as a "Massachusetts business trust". Under Massachusetts law, shareholders could, under certain circumstances, be held personally liable for the obligations of the Fund. However, the Agreement and Declaration of Trust disclaims shareholder liability for acts or obligations of the Fund and requires that notice of such disclaimer be given in each agreement, obligation or instrument entered into or executed by the Fund or its Trustees. The Agreement and Declaration of Trust provides for indemnification out of the property of the Fund for all loss and expense of any shareholder of the Fund held personally liable for the obligations of the Fund solely by reason of his being or having been a shareholder. Thus, the risk of a shareholder's incurring financial loss on account of shareholder liability is limited to circumstances in which the Fund itself would be unable to meet its obligations. We understand that this opinion is to be used in connection with the registration of the Shares for offering and sale pursuant to the Securities Act of 1933, as amended, and the provisions of Rule 24e-2 under the Investment Company Act of 1940, as amended. We consent to the filing of this opinion with and as a part of Post-Effective Amendment No. 9 to your Registration Statement No. 33-15238. Very truly yours, Ropes & Gray EX-99.B15 9 CLASS M DISTRIBUTION PLAN PUTNAM MONEY MARKET FUND CLASS M DISTRIBUTION PLAN AND AGREEMENT This Plan and Agreement (the "Plan") constitutes the Distribution Plan for the Class M shares of Putnam Money Market Fund, a Massachusetts business trust (the "Trust"), adopted pursuant to the provisions of Rule 12b-1 under the Investment Company Act of 1940 (the "Act") and the related agreement between the Trust and Putnam Mutual Funds Corp. ("PMF"). During the effective term of this Plan, the Trust may incur expenses primarily intended to result in the sale of its Class M shares upon the terms and conditions hereinafter set forth: SECTION 1. The Trust shall pay to PMF a monthly fee at the annual rate of 1.00% of the average net asset value of the Class M shares of the Trust, as determined at the close of each business day during the month, to compensate PMF for services provided and expenses incurred by it in connection with the offering of the Trust's Class M shares, which may include, without limitation, payments by PMF to investment dealers with respect to Class M shares, as set forth in the then current Prospectus or Statement of Additional Information of the Trust, including the payment of a service fee of up to 0.25% of such net asset value for the purpose of maintaining or improving services provided to shareholders by PMF and investment dealers. Such fees shall be payable for each month within 15 days after the close of such month. A majority of the Qualified Trustees, as defined below, may, from time to time, reduce the amount of such payments, or may suspend the operation of the Plan for such period or periods of time as they may determine. SECTION 2. This Plan shall not take effect until: (a) it has been approved by a vote of a majority of the outstanding Class M shares of the Trust; (b) it has been approved, together with any related agreements, by votes of the majority (or whatever greater percentage may, from time to time, be required by Section 12(b) of the Act or the rules and regulations thereunder) of both (i) the Trustees of the Trust, and (ii) the Qualified Trustees of the Trust, cast in person at a meeting called for the purpose of voting on this Plan or such agreement; and (c) the Trust has received the proceeds of the initial public offering of its Class M shares. SECTION 3. This Plan shall continue in effect for a period of more than one year after it takes effect only so long as such continuance is specifically approved at least annually in the manner provided for approval of this Plan in Section 2(b). SECTION 4. PMF shall provide to the Trustees of the Trust, and the Trustees shall review, at least quarterly, a written report of the amounts so expended and the purposes for which such expenditures were made. SECTION 5. This Plan may be terminated at any time by vote of a majority of the Qualified Trustees or by vote of the majority of the outstanding Class M shares of the Trust. SECTION 6. All agreements with any person relating to implementation of this Plan shall be in writing, and any agreement related to this Plan shall provide: (a) that such agreement may be terminated at any time, without payment of any penalty, by vote of a majority of the Qualified Trustees or by vote of a majority of the outstanding Class M shares of the Trust, on not more than 60 days' written notice to any other party to the agreement; and (b) that such agreement shall terminate automatically in the event of its assignment. SECTION 7. This Plan may not be amended to increase materially the amount of distribution expenses permitted pursuant to Section 1 hereof without the approval of a majority of the outstanding Class M shares of the Trust and all material amendments to this Plan shall be approved in the manner provided for approval of this Plan in Section 2(b). SECTION 8. As used in this Plan, (a) the term "Qualified Trustees" shall mean those Trustees of the Trust who are not interested persons of the Trust, and have no direct or indirect financial interest in the operation of this Plan or any agreements related to it, and (b) the term "majority of the outstanding Class M shares of the Trust" means the affirmative vote, at a duly called and held meeting of Class M shareholders of the Trust, (i) of the holders of 67% or more of the Class M shares of the Trust present (in person or by proxy) and entitled to vote at such meeting, if the holders of more than 50% of the outstanding Class M shares of the Trust entitled to vote at such meeting are present in person or by proxy, or (ii) of the holders of more than 50% of the outstanding Class M shares of the Trust entitled to vote at such meeting, whichever is less, and (c) the terms "assignment" and "interested person" shall have the respective meanings specified in the Act and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission. SECTION 9. A copy of the Agreement and Declaration of Trust of the Trust is on file with the Secretary of State of The Commonwealth of Massachusetts and notice is hereby given that this instrument is executed on behalf of the Trustees of the Trust as Trustees and not individually, and that the obligations of or arising out of this instrument are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and property of the Trust. Executed as of November 28, 1994 PUTNAM MUTUAL FUNDS CORP. PUTNAM MONEY MARKET FUND /s/ William N. Shiebler /s/ Charles E. Porter By ____________________ By: __________________________ William N. Shiebler Executive Vice President President EX-99.B16 10 SCHEDULES OF COMPUTATION SCHEDULES FOR COMPUTATION OF PERFORMANCE QUOTATIONS Fund name: Putnam Money Market Fund - Class A shares Fiscal periods ending: September 30, 1994 Inception date (if less than 10 years of performance): 7 DAY YIELD FORMULA - DIVIDENDS DECLARED FOR LAST 7 DAYS / 7 *365 TOTAL DIVIDENDS DECLARED PER SHARE FOR LAST 7 DAYS: 7 DAY YIELD = 4.21% CALCULATION OF 7 DAY EFFECTIVE YIELD 7 DAY YIELD ^52.142857 ( 1 + --------------------) -1 (100 * 52.142587) 7 DAY EFFECTIVE YIELD = 4.30% Fund name: Putnam Money Market Fund - Class B shares Fiscal periods ending: September 30, 1994 Inception date (if less than 10 years of performance):Class B shares 7 DAY YIELD FORMULA - DIVIDENDS DECLARED FOR LAST 7 DAYS / 7 *365 TOTAL DIVIDENDS DECLARED PER SHARE FOR LAST 7 DAYS: 7 DAY YIELD = 3.72% CALCULATION OF 7 DAY EFFECTIVE YIELD 7 DAY YIELD ^52.142857 ( 1 + --------------------) -1 (100 * 52.142587) 7 DAY EFFECTIVE YIELD = 3.77% EX-99.B16 11 SCHEDULES OF COMPUTATION Fund name: Putnam Tax Exempt Money Market Fund Fiscal periods ending: September 30, 1994 Inception date (if less than 10 years of performance): 7 DAY YIELD FORMULA - DIVIDENDS DECLARED FOR LAST 7 DAYS / 7 *365 TOTAL DIVIDENDS DECLARED PER SHARE FOR LAST 7 DAYS: 7 DAY YIELD = 2.75% CALCULATION OF 7 DAY EFFECTIVE YIELD 7 DAY YIELD ^52.142857 ( 1 + --------------------) -1 (100 * 52.142587) 7 DAY EFFECTIVE YIELD = 2.80% ***************************************************** TAX-EXEMPT EQUIVALENT YIELD Formula: 30 day yield --------------- = TAX EQUIVALENT YIELD 1-(Highest Individual Tax Rate) 2.56% 2.56% - ------ = ------ = 4.24% 1-39.6% .604% EX-27.CLASSA 12 FINANCIAL DATA SCHEDULE WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
6 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM PUTNAM Money Market Fund Class A AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. YEAR SEPT-30-1994 SEPT-30-1994 1,314,702,945 $0 21,943,946 5,162 $0 $1,336,652,033 $24,333,889 $0 $16,959,973 $41,293,862 $0 $0 1,101,171,393 $0 $0 $0 $0 $0 $0 $1,295,358,171 $0 $37,425,101 $0 $6,487,884 $30,937,217 42 $0 $30,937,259 $0 (27,575,242) (40) $0 3,501,703,378 (3,013,818,559) 26,366,112 685,660,213 $0 $0 $0 $0 $3,334,454 $0 $6,487,884 $0 $0 $.0299 $0 $0 $(.0299) $0 $0 .58% $0 $0
EX-27.CLASSB 13 FINANCIAL DATA SCHEDULE WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
6 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM PUTNAM Money Market Fund Class B AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. YEAR SEPT-30-1994 SEPT-30-1994 1,314,702,945 $0 21,943,946 5,162 $0 $1,336,652,033 $24,333,889 $0 $16,959,973 $41,293,862 $0 $0 194,186,778 $0 $0 $0 $0 $0 $0 $1,295,358,171 $0 $37,425,101 $0 $6,487,884 $30,937,217 42 $0 $30,937,259 $0 (3,361,975) (2) $0 652,248,469 (483,814,654) 2,975,467 685,660,213 $0 $0 $0 $0 $3,334,454 $0 $6,487,884 $0 $0 $.0251 $0 $0 $(.0251) $0 $0 1.03% $0 $0
EX-27.4 14 FINANCIAL DATA SCHEDULE WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
6 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM PUTNAM Tax Exempt Money Market AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. YEAR SEPT-30-1994 Sept-30-1994 0 98,082,288 606,583 19,810 0 98,708,681 0 0 311,354 311,354 0 98,397,327 98,397,327 0 0 0 0 0 0 98,397,327 0 2,373,535 0 632,162 1,741,373 0 0 1,741,373 0 (1,741,373) 0 0 608,686,024 (592,945,789) 1,581,308 17,321,543 0 0 0 0 398,614 0 632,162 0 .0 .0191 .0 .0 (0.191) .0 .0 .71%
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