SCHEDULE 14A INFORMATION

                 PROXY STATEMENT PURSUANT TO SECTION 14(a)
                  OF THE SECURITIES EXCHANGE ACT OF 1934
                             (Amendment No.  )

                                                          ----
          Filed by the Registrant                           /  X 
/
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          Filed by a            party     other than the
Registrant   
          /    /
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Check the appropriate box:
   ----
/                   /         Preliminary Proxy Statement
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/    /                    Confidential, for Use of the Commission
Only (as
permitted by     
            ----         Rule 14a-6(e) (2))    
              ----    
           /   X     /   Definitive Proxy Statement
 ----
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/    /         Definitive Additional Materials
 ----
   ----
/    /         Soliciting Material Pursuant to Sec.
240.14a-           11(c)    
or                 Sec. 240.14a           -    12
            ----    
          PUTNAM CAPITAL MANAGER TRUST            SUBACCOUNTS    
             (Name of Registrant as Specified In Its Charter)

    (Name of Person(s) Filing Proxy Statement            if other
than
Registrant)                   

Payment of Filing Fee (Check the appropriate box):  
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transaction applies:

          (2)  Aggregate number of securities to which
transaction applies:


          (3)  Per unit price or other underlying value of
transaction computed 
pursuant
          to Exchange Act Rule 0-11            (set forth the
amount on
          which the filing fee is calculated and state how it was
determined)
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          (4)  Proposed maximum aggregate value of transaction:  

                     (5)  Total fee paid:
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/    /         Check box if any part of the fee is offset as
provided         
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 ----                              Rule 0-11(a)(2) and identify
the filing
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number, or 
the Form or
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          (1)  Amount Previously Paid:  

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          (4)  Date Filed:  



IMPORTANT INFORMATION
FOR CONTRACT AND POLICY HOLDERS OF

           ALL PUTNAM    
           CAPITAL MANAGER    
           TRUST     SUBACCOUNTS

The document you hold in your hands contains your proxy statement
and voting 
instruction
           card(s)    .  A voting instruction card is, in
essence, a ballot.  
When
you complete your voting instructions, it tells your insurance
company how to 
vote on your
behalf on important issues relating to the portion of your
account that is 
allocated to your
fund(s).  If you complete and sign the voting instruction card,
it will be
 voted exactly as you
instruct.  If you simply sign your voting instruction card, it
will be voted in
 the same
proportion as shares for which instructions have been received.

We urge you to spend a couple of minutes with the proxy
statement, fill out 
your voting
instruction card, and return it.

We want to know how you would like to vote and welcome your
comments.  
Please take a
few moments with these materials and return your voting
instruction card(s).

                        (PUTNAM LOGO APPEARS HERE)
                          BOSTON * LONDON * TOKYO
Table of contents

A Message from the Chairman                                       
       1

Notice of Shareholder Meeting                             
           3    

Trustees' Recommendations                                        
   10    

Proxy or voting instruction card enclosed































If you have any questions, please contact us at the special
toll-free number we 
have set up
for you (1-800-225-1581) or call your financial adviser.
           A Message from the Chairman


(Photograph of George Putnam appears here)


Dear Contract and Policy Holder:

I am writing to you to ask for your vote on important questions
that affect the 
portion of
your account that is allocated to your fund.  While you are, of
course, welcome 
to join us at
your fund's meeting, most contract and policy holders provide
voting
 instructions by filling
out and signing the enclosed card.  We are asking for your
instructions on the
 following
matters:

1.   Electing Trustees to oversee your fund;

2.   Ratifying the selection by the Trustees of the independent
auditors of your fund for its
     current fiscal year;

3.   Approving amendments to certain of your fund's fundamental
investment restrictions;

4.   Approving the elimination of certain of your fund's
fundamental investment
     restrictions; and

5.   Approving an amendment to the Agreement and Declaration of 
Trust of Putnam
     Capital Manager Trust to permit the issuance of additional
classes of shares
     
    
           of your fund    .

Although we would like very much to have each contract and policy
holder attend their
fund's meeting, we realize this is not possible.  Whether or not
you plan to be present, we
need your voting instructions.  We urge you to complete, sign,
and return all enclosed cards
promptly.  A postage-paid envelope is enclosed.

I'm sure that you, like most people, lead a busy life and are
tempted to put this proxy aside
for another day.  Please don't.  When contract and policy holders
do not return their voting
instructions, their fund may have to incur the expense of
follow           -
    up solicitations.  All contract and        
   policyholders     benefit
from the speedy return of voting instructions.

Your voting instructions are important to us.  We appreciate the
time and consideration that I
am sure you will give this important matter.  If you have
questions about the proposals,
contact your financial adviser or            calla     Putnam
customer service
representative at 1-800-225-1581.

                              Sincerely yours,
                                             
                              
                              
                              George Putnam, Chairman
                              

PUTNAM CAPITAL MANAGER TRUST
Notice of a Meeting of Shareholders

This is the formal agenda for your fund's shareholder meeting. 
It tells you what matters will
be voted on and the time and place of the meeting, if you can
attend in person.

To the Shareholders of Putnam Capital Manager Trust (the
"Trust"       
       , consisting of the following portfolio series: PCM Asia
Pacific Growth Fund
(the "Asia Pacific Growth Fund"); PCM Diversified Income Fund
(the "Diversified Income
Fund"); PCM Global Asset Allocation Fund (the "Global Asset
Fund"); PCM Global Growth
Fund (the "Global Growth Fund"); PCM Growth and Income Fund (the
"Growth and Income
Fund"); PCM High Yield Fund (the "High Yield Fund"); PCM Money
Market Fund (the
"Money Market Fund"); PCM New Opportunities Fund (the "New
Opportunities Fund");
PCM U.S. Government and High Quality Bond Fund (the "U.S.
Government and High
Quality Fund"); PCM Utilities Growth and Income Fund (the
"Utilities Growth and Income
Fund"); and PCM Voyager Fund (the "Voyager Fund") (each a "fund"
and, collectively, the
"funds"):

A Meeting of Shareholders of each of the funds will be held on
December 5, 1996 at 2:00
p.m., Boston time, on the eighth floor of One Post Office Square,
Boston, Massachusetts, to
consider the following:

1.    Electing Trustees of the Trust.  See page        
   13    .

           246    . Ratifying the selection by the Trustees of
the independent
                    auditors of the Trust for its current fiscal
year.  See page
                               30    .

3.A.  Approving an amendment to the fund's fundamental investment
restriction with
      respect to diversification.  See page            31    . 
(For
      Shareholders of            the Diversified Income Fund,
Global Asset
      Fund, Global Growth Fund, Growth and Income Fund, High
Yield Fund, Money
      Market Fund, U.S. Government and High Quality Fund, and
Voyager Fund
      only).    

           3.B.1        Approving an amendment to the fund's
fundamental
                    investment restriction with respect to
investments in the voting
                    securities of a single issuer               
See page
                               33    .  (For Shareholders of all
funds
                    except            the     Utilities Growth
and
                    Income Fund.)

3.B.2                    Approving an amendment to the fund's
fundamental
                         investment restriction with respect to
investments in the
                         voting securities of a single issuer. 
See page
                                    35    .  (For Shareholders of
                                    the     Utilities Growth and
                         Income Fund only.)

3.C.  Approving an amendment to the fund's fundamental investment
restriction with
      respect to making loans.  See page            36    .  (For
      Shareholders of all funds.)

3.D.1.    Approving an amendment to the fund's fundamental
investment restriction with
          respect to investments in real estate.  See page
           38    . 
          (For Shareholders of            the     Asia Pacific
Growth Fund,
          New Opportunities Fund and Utilities Growth and Income
Fund only.)

3.D.2.    Approving an amendment to the fund's fundamental
investment restriction with
          respect to investments in real estate.  See page
           39    . 
          (For Shareholders of            the     Global Asset
Fund, Global
          Growth Fund, Growth and Income Fund, High Yield Fund,
Money Market Fund,
          U.S. Government and High Quality Fund           ,    
and Voyager
          Fund only.)

3.D.3.    Approving an amendment to the fund's fundamental
investment restriction with
          respect to investments in real estate.  See page
           40    . 
          (For Shareholders of            the     Diversified
Income Fund
          only.)

3.E.  Approving an amendment to the fund's fundamental investment
restriction with
      respect to concentration of its assets.  See page        
   42    . 
      (For Shareholders of all funds.)

3.F.  Approving an amendment to the fund's fundamental investment
restriction with
      respect to senior securities.  See page            44    . 
(For
      Shareholders of all funds.)

3.G.  Approving an amendment to the fund's fundamental investment
restriction with
      respect to investments in commodities.  See page        
   45    . 
      (For Shareholders of all funds.)

4.A.  Approving the elimination of the fund's fundamental
investment restriction with
      respect to investments in securities of issuers in which
management of the
                 fund     or Putnam Investment Management owns
      securities.  See page            46    .  (For Shareholders
of all
      funds.)

4.B.  Approving the elimination of the fund's fundamental
investment restriction with
      respect to margin transactions.  See page        
   47    .  (For
      Shareholders of all funds.)

4.C.  Approving the elimination of the fund's fundamental
investment restriction with
      respect to short sales.  See page            48    .  (For
Shareholders
      of all funds.)

4.D.  Approving the elimination of the fund's fundamental
investment restriction with
      respect to pledging assets.  See page            49    . 
(For
      Shareholders of all funds.)

4.E.1.    Approving the elimination of the fund's fundamental
investment restriction with
          respect to investments in restricted securities.  See
page        
             51    . (For Shareholders of            the
Diversified Income
          Fund, Global Asset Fund, Global Growth Fund,     Growth
and Income Fund
                     , High Yield Fund, U.S. Government and High
Quality Fund,
          and Voyager Fund only.)    

4.E.2.    Approving the elimination of the fund's fundamental
investment restriction with
          respect to investments in restricted securities.  See
page        
             52    . (For Shareholders of            the    
Money
          Market Fund only.)

4.F.1.    Approving the elimination of the fund's fundamental
investment restriction with
          respect to investments in certain oil, gas and mineral
interests.  See page
                     53    .  (For Shareholders of all funds
except
                     the     Utilities Growth and Income Fund.)

4.F.2.    Approving the elimination of the fund's fundamental
investment restriction with
          respect to investments in certain oil, gas and mineral
interests.         
             Seepage 54    .  (For Shareholders of        
   the    
          Utilities Growth and Income Fund only.)

4.G.  Approving the elimination of the fund's fundamental
investment restriction with
      respect to investing to gain control of a company's
management.         
         Seepage 56    .  (For Shareholders of all funds.)

5.    Approving an amendment to the Agreement and Declaration of
Trust of
                 Putnam Capital Manager     Trust to permit the
issuance
      of additional classes of shares            for your
fund    .  See page
                 57    .  (For Shareholders of all funds.)

6.    Transacting other business as may properly come before the
meeting.  

      By the Trustees

      George Putnam, Chairman
      William F.  Pounds, Vice Chairman
                 Jameson A. Baxter      Robert E. Patterson
      Hans H. Estin           Donald S. Perkins
      John A. Hill            George Putnam, III
      Ronald J. Jackson       Eli Shapiro
      Elizabeth T. Kennan          A.J.C. Smith
      Lawrence J. Lasser      W. Nicholas Thorndike    

WE URGE YOU TO MARK, SIGN, DATE, AND MAIL THE ENCLOSED VOTING
INSTRUCTION            CARD(S)     IN THE POSTAGE-PAID
ENVELOPE PROVIDED SO YOU WILL BE REPRESENTED AT THE MEETING.

October            18    , 1996


Proxy Statement

This document will give you the information you need to vote on
the matters listed on the
previous pages.  Much of the information in the proxy statement
is required under rules of
the Securities and Exchange Commission           ("SEC")    ;
some of it is
technical.  If there is anything you don't understand, please
contact us at our special toll-free
number, 1-800-225-1581, or call your financial adviser.

Who is asking for my vote?

The enclosed proxy is solicited by the Trustees of Putnam Capital
Manager Trust (the
"Trust")            for     the following        
   funds    :           

    PCM Asia Pacific Growth Fund
                PCM Diversified Income Fund               
PCM Global Asset Allocation Fund
                PCM Global Growth Fund               
PCM Growth and Income Fund
                PCM High Yield Fund
                PCM Money Market Fund
                PCM New Opportunities Fund               
PCM U.S. Government and High Quality Bond Fund
                PCM Utilities Growth and Income Fund
                PCM Voyager Fund               

for use at the Meeting of Shareholders of each fund to be held on
December 5, 1996, and, if
your fund's meeting is adjourned, at any later meetings, for the
purposes stated in the Notice
of Meeting (see previous pages).

           The table on pages 8 and 9 sets forth the proposals
that apply to your
fund. Proposals 3.A.-3.G. relate to amending certain fundamental
investment restrictions and
proposals 4.A.-4.G. relate to eliminating certain fundamental
investment restrictions.  Each
fund will vote separately with respect to each applicable
proposal except Proposal 1 and
Proposal 2, in which case all funds will vote together.    


           










Proposal

PCM
Asia
Pacific
Growth
Fund
Sub-
Accounts



PCM
Diversified
Income
Fund Sub-
Accounts


PCM Global
Asset
Allocation
Fund Sub-
Accounts



PCM Global
Growth
Fund Sub-
Accounts

PCM
Growth
and
Income
Fund Sub-
Accounts



PCM High
Yield Fund
Sub-
Accounts



PCM
Money
Market
Fund Sub-
Accounts




PCM New
Opportunities
Fund 
Subaccounts


PCM U.S.
Government
and High
Quality Bond
Sub-Accounts
PCM
Utilities
Growth
and
Income
Fund Sub-
Accounts



PCM
Voyager
Fund
Sub-
Accounts


1.  (Trustees)
X
X
X
X
X
X
X
X
X
X
X


2.  (Auditors)
X
X
X
X
X
X
X
X
X
X
X


3.A.
(Diversification)



X

X

X

X

X

X


X



X


3.B.1     (Voting
   securities)

X

X

X

X

X

X

X

X

X



X


3.B.2     (Voting
   securities)










X



3.C  (Making
   loans)

X

X

X

X

X

X

X

X

X

X

X


3.D.1     (Real Estate)
X






X

X



3.D.2     (Real Estate)


X
X
X
X
X

X

X


3.D.3     (Real Estate)

X











3.E (Concentration)
X
X
X
X
X
X
X
X
X
X
X


3.F  (Senior
   securities)

X

X

X

X

X

X

X

X

X

X

X


3.G (Commodities)
X
X
X
X
X
X
X
X
X
X
X


4.A  (Securities 
   ownership by
   management)


X


X


X


X


X


X


X


X


X


X


X


4.B  (Margin
   Transactions)

X

X

X

X

X

X

X

X

X

X

X


4.C  (Short sales)
X
X
X
X
X
X
X
X
X
X
X


4.D  (Pledging
     assets)
X
X
X
X
X
X
X
X
X
X
X


4.E.1     (Restricted
          securities)

X
X
X
X
X


X

X


4.E.2     (Restricted
          securities)






X






4.F.1     (Oil, gas and
          mineral
          interests)
X
X
X
X
X
X
X
X
X

X


4.F.2.    (Oil, gas
          and
          mineral
          interests)









X



4.G. (Investing for
     control)
X
X
X
X
X
X
X
X
X
X
X


5. (Issuance of 
additional classes  
of shares)
X
X
X
X
X
X
X
X
X
X
X

    


How do the Trustees recommend that shareholders vote on these
proposals?

The Trustees recommend that you vote

1. For the election of all nominees as Trustees of the
Trust;           
   and    

2.   For selecting Price Waterhouse LLP as the independent
auditors of the
     Trust           .

The Trustees also recommend that you vote (to the extent
applicable to your fund).    

3.A. For amending the fund's fundamental investment restriction
with respect to
     diversification           ;    

           3.B    . For amending the fund's fundamental
investment
                    restriction with respect to investments in
the voting
                    securities of a single issuer           ;    

           3.C    . For amending the fund's fundamental
investment
                    restriction with respect to            making
                    loans;    

           3.D    . For amending the fund's fundamental
investment
                    restriction with respect to        
                       investments in real estate;    

           3.E    . For amending the fund's fundamental
investment
                    restriction with respect to        
                       concentration of its assets;    

           3.F    . For amending the fund's fundamental
investment
                    restriction with respect to            senior
                    securities;    

           3.G    . For amending the fund's fundamental
investment
                    restriction with respect to investments in
       
                       commodities;                    

4.A. For eliminating the fund's fundamental investment
restriction with respect to
     investments in securities of issuers in which management of
the fund or Putnam
     Investment Management owns securities               ;

4.B. For eliminating the fund's fundamental investment
restriction with respect to margin
     transactions               ;

4.C. For eliminating the fund's fundamental investment
restriction with respect to short
     sales               ;

4.D. For eliminating the fund's fundamental investment
restriction with respect to pledging
     assets           ;    

           4.E    . For eliminating the fund's fundamental
investment
                    restriction with respect to investments in
restricted
                    securities           ;    

           4.F    .      For eliminating the fund's fundamental
investment
                         restriction with respect to investments
in        
                            certain oil, gas and mineral
interests;    

           4.G    . For eliminating the fund's fundamental
investment
                    restriction with respect to                
                    investing to gain control of a company's
                    management               ; and

5. For approving an amendment to the Agreement and Declaration of
Trust of the Trust to
   permit the issuance of additional classes of shares.       
       

Who is eligible to vote?

Shareholders of record at the close of business on September 6,
1996, are entitled to be
present and to vote at the meeting or any adjourned meeting.

As of that date, certain insurance companies were shareholders of
record of each of the funds
(collectively, the "Insurance Companies").  Each such Insurance
Company will vote shares
of the fund or funds held by it in accordance with voting
instructions received from variable
annuity contract and variable life insurance policy owners
(collectively, the "Contract
Owners") for whose accounts the shares are held.  Accordingly,
this Proxy        
   statement     is also intended to be used by the Insurance
Companies in obtaining
such voting instructions from Contract Owners.

The Notice of Meeting, the proxy (or voting instruction) card,
and the Proxy Statement have
been mailed to shareholders of record and Contract Owners on or
about October
           18    , 1996.

Each share is entitled to one vote.  Shares represented by duly
executed proxies will be voted
in accordance with shareholders' instructions.  If no
instructions are made, the proxy will be
voted in accordance with the Trustees' recommendations.

           VOTING ON PROPOSALS 1 AND 2 SHALL BE TABULATED ON A
TRUST-WIDE BASIS, WITH SHARES OF ALL FUNDS VOTING TOGETHER AS A
SINGLE CLASS, WHILE VOTING ON THE REMAINDER OF THE PROPOSALS
SHALL BE TABULATED SEPARATELY FOR EACH RELEVANT FUND.    

           IN THE EVENT THAT A CONTRACT OWNER GIVES NO
INSTRUCTIONS OR LEAVES THE VOTING DISCRETIONARY, THE RELEVANT
INSURANCE COMPANY WILL VOTE THE SHARES OF THE APPROPRIATE FUND
ATTRIBUTABLE TO THE CONTRACT OWNER IN THE SAME PROPORTION AS
SHARES OF THAT FUND FOR WHICH IT HAS RECEIVED INSTRUCTIONS.    

           The Proposals.    

1.   ELECTION OF TRUSTEES

Who are the nominees for Trustees?

The Nominating Committee of the Trustees recommends that the
number of Trustees be fixed
at fourteen and that you vote for the election of the nominees
described below.  Each
nominee is currently a Trustee of your fund and of the other
Putnam funds.

The Nominating Committee of the Trustees consists solely of
Trustees who are not
"interested persons" (as defined in the Investment Company Act of
1940) of your fund or of
Putnam Investment Management, Inc., your fund's investment
manager ("Putnam
Management").

           Nominees for Trustees.    

Jameson Adkins Baxter
[Insert Picture]

Ms. Baxter, age 53, is the President of Baxter Associates, Inc.,
a management and financial
consulting firm which she founded in 1986.  During that time, she
was also a Vice President
and Principal of the Regency Group, Inc., and a Consultant to
First Boston Corporation,
both of which are investment banking firms.  From 1965 to 1986,
Ms.  Baxter held various
positions in investment banking and corporate finance at First
Boston.

Ms. Baxter currently also serves as a Director of Banta
Corporation, Avondale Federal
Savings Bank, and ASHTA Chemicals, Inc.  She is also the Chairman
Emeritus of the Board
of Trustees of Mount Holyoke College, having previously served as
Chairman for five years
and as a Board member for thirteen years; an Honorary Trustee and
past President of the
Board of Trustees of the Emma Willard School; and Chair of the
Board of Governors of
Good Shepherd Hospital.  Ms. Baxter is a graduate of Mount
Holyoke College.

           Nominees for Trustees.    

Hans H. Estin
[Insert Picture]

Mr. Estin, age 68, is a Chartered Financial Analyst and the Vice
Chairman of North
American Management Corp., a registered investment adviser
serving individual clients and
their families.  Mr. Estin currently also serves as a Director of
The Boston Company, Inc., a
registered investment adviser which provides administrative and
investment management
services to mutual funds and other institutional investors, and
Boston Safe Deposit and Trust
Company; a Corporation Member of Massachusetts General Hospital;
and a Trustee of New
England Aquarium.  He previously served as the Chairman of the
Board of Trustees of
Boston University and is currently active in various other civic
associations, including the
Boys & Girls Clubs of Boston, Inc.  Mr. Estin is a graduate of
Harvard College and holds
honorary doctorates from Merrimack College and Boston University.

John A. Hill
[Insert Picture]

Mr. Hill, age 54, is the Chairman and Managing Director of First
Reserve Corporation, a
registered investment adviser investing in companies in the
world-wide energy industry on
behalf of institutional investors.

Prior to acquiring First Reserve in 1983, Mr. Hill held executive
positions with several
investment advisory firms and held various positions with the
Federal government, including
Associate Director of the Office of Management and Budget and
Deputy Administrator of the
Federal Energy Administration.

Mr. Hill currently also serves as a Director of Snyder Oil
Corporation, an exploration and
production company which he founded, Maverick Tube Corporation, a
manufacturer of
structural steel, pipe and well casings, PetroCorp Incorporated,
an exploration and
production company, Weatherford Enterra, Inc., an oil field
service company, various
private companies controlled by First Reserve Corporation, and
various First Reserve Funds. 
He is also a Member of the Board of Advisors of Fund Directions. 
He is currently active in
various business associations, including the Economic Club of New
York, and lectures on
energy issues in the United States and Europe.  Mr.  Hill is a
graduate of Southern
Methodist University.

Ronald J                Jackson
[Insert Picture]

Mr.  Jackson, age 52, was Chairman of the Board, President and
Chief Executive Officer of
Fisher-Price, Inc., a major toy manufacturer, from 1990 to 1993. 
He previously served as
President and Chief Executive Officer of Stride- Rite, Inc., a
manufacturer and distributor of
footwear, from 1989 to 1990, and as President and Chief Executive
Officer of Kenner Parker
Toys, Inc., a major toy and game manufacturer, from 1985 to 1987. 
Prior to that, he held
various financial and marketing positions at General Mills, Inc.
from 1966 to 1985, including
Vice President, Controller and Vice President of Marketing for
Parker Brothers, a toy and
game company, and President of Talbots, a retailer and direct
marketer of women's apparel.

Mr. Jackson currently serves as a Director of Safety 1st, Inc., a
company which markets a
wide range of child care and safety products.  He also serves as
a Trustee of Salem Hospital
and an Overseer of the Peabody Essex Museum.  He previously
served as a Director of a
number of public companies including Fisher-Price, Inc., Kenner
Parker Toys, Inc., Stride-
Rite, Inc.,and Mattel, Inc., a major toy manufacturer.  Mr.
Jackson is a graduate of
Michigan State University Business School.

Elizabeth T. Kennan
[Insert Picture]

Ms. Kennan, age 58, is President Emeritus and Professor of Mount
Holyoke College.  From
1978 through June 1995, she was President of Mount Holyoke
College.  From 1966 to 1978,
she was on the faculty of Catholic University, where she taught
history and published
numerous articles.

Ms. Kennan currently also serves as a Director of NYNEX
Corporation, a
telecommunications company, Northeast Utilities, the Kentucky
Home Life Insurance
Companies, and Talbots.  She also serves as a Member of The
Folger Shakespeare Library
Committee.  She is currently active in various educational and
civic associations, including
the Committee on Economic Development and the Council on Foreign
Relations.  Ms.
Kennan is a graduate of Mount Holyoke College, the University of
Washington and St. Hilda
College at Oxford University and holds several honorary
doctorates.

Lawrence J. Lasser*
[Insert Picture]

Mr. Lasser, age 53, is the Vice President of your fund and the
other Putnam funds.  He has
been the President, Chief Executive Officer and a Director of
Putnam Investments, Inc. and
Putnam Management since 1985, having begun his career there in
1969.

Mr. Lasser currently also serves as a Director of Marsh &
McLennan Companies, Inc.,  the
parent company of Putnam Management, and INROADS/Central New
England, Inc., a job
market internship program for minority high school and college
students.  He is a Member of
the Board of Overseers of the Museum of Science, the Museum of
Fine Arts and the Isabella
Stewart Gardner Museum in Boston.  He is also a Trustee of the
Beth Israel Hospital and
Buckingham, Browne and Nichols School.  Mr. Lasser is a graduate
of Antioch College and
Harvard Business School.

Robert E                Patterson
[Insert Picture]

Mr. Patterson, age 51, is the Executive Vice President and
Director of Acquisitions of Cabot
Partners Limited Partnership, a registered investment adviser
which manages real estate
investments for institutional investors                Prior to
1990, he was the
Executive Vice President of Cabot, Cabot & Forbes Realty
Advisors, Inc., the predecessor
company of Cabot Partners.  Prior to that, he was a Senior Vice
President of the Beal
Companies, a real estate management, investment and development
company.  He has also
worked as an attorney and held various positions in state
government, including the founding
Executive Director of the Massachusetts Industrial Finance
Agency.

Mr. Patterson currently also serves as Chairman of the Joslin
Diabetes Center and as a
Director of Brandywine Trust Company.  Mr. Patterson is a
graduate of Harvard College
and Harvard Law School.

Donald S. Perkins*
[Insert Picture]

Mr. Perkins, age 69, is the retired Chairman of the Board of
Jewel Companies, Inc., a
diversified retailer, where among other roles he served as
President, Chief Executive Officer
and Chairman of the Board from 1965 to 1980.  He currently also
serves as a Director of
various other public corporations, including AON Corp., an
insurance company, Cummins
Engine Company, Inc., an engine and power generator equipment
manufacturer and
assembler, Current Assets L.L.C., a corporation providing
financial staffing services,
Illinova and Illinois Power Co., Inland Steel Industries, Inc.,
LaSalle Street Fund, Inc., a
real estate investment trust, Lucent Technologies Inc., Springs
Industries, Inc., a textile
manufacturer, and Time Warner, Inc., one of the nation's largest
media conglomerates.  He
previously served as a Director of several other major public
corporations, including Corning
Glass Works, Eastman Kodak Company, Firestone Tire & Rubber
Company and Kmart
Corporation.

Mr. Perkins currently also serves as a Trustee and Vice Chairman
of Northwestern
University and as a Trustee of the Hospital Research and
Education Trust.  He is currently
active in various civic and business associations, including the
Business Council and the
Civic Committee of the Commercial Club of Chicago, of which he is
the founding Chairman.
Mr. Perkins is a graduate of Yale University and Harvard Business
School and holds an
honorary doctorate from Loyola University of Chicago.

William F                Pounds
[Insert Picture]

Dr. Pounds, age 68, is the Vice Chairman of your fund and of the
other Putnam funds.  He
has been a Professor of Management at the Alfred P. Sloan School
of Management at the
Massachusetts Institute of Technology since 1961 and served as
Dean of that School from
1966 to 1980.  He previously served as Senior Advisor to the
Rockefeller Family and
Associates and was a past Chairman of Rockefeller & Co., Inc., a
registered investment
adviser which manages Rockefeller family assets, and Rockefeller
Trust Company.

Dr. Pounds currently also serves as a Director of IDEXX
Laboratories, Inc., EG&G, Inc.,
Perseptive Biosystems, Inc., Management Sciences For Health, Inc.
and Sun Company, Inc. 
He is also a Trustee of the Museum of Fine Arts in Boston; an
Overseer of WGBH
Educational Foundation, and a Fellow of The American Academy of
Arts and Sciences.  He
previously served as a Director of Fisher-Price, Inc. and General
Mills, Inc.  Dr. Pounds is
a graduate of Carnegie-Mellon University.

George Putnam*
[Insert Picture]

Mr.  Putnam, age 70, is the Chairman and President of your fund
and of the other Putnam
funds.  He is the Chairman and a Director of Putnam Management
and Putnam Mutual
Funds Corp. and a Director of Marsh & McLennan, their parent
company.  Mr. Putnam is
the son of the founder of the Putnam funds and Putnam Management
and has been employed
in various capacities by Putnam Management since 1951, including
Chief Executive Officer
from 1961 to 1973                He is a former Overseer and
Treasurer of
Harvard University; a past Chairman of the Harvard Management
Company; and a Trustee
Emeritus of Wellesley College and Bradford College.

Mr. Putnam currently also serves as a Director of The Boston
Company, Inc., Boston Safe
Deposit and Trust Company, Freeport-McMoRan, Inc., Freeport
Copper and Gold, Inc.,
McMoRan Oil and Gas, Inc., mining and natural resources
companies, General Mills, Inc.,
Houghton Mifflin Company, a major publishing company, and
Rockefeller Group, Inc., a
real estate manager.  He is also a Trustee of Massachusetts
General Hospital, McLean
Hospital, Vincent Memorial Hospital, WGBH Educational Foundation
and the Museum of
Fine Arts and the Museum of Science in Boston; the New England
Aquarium; an Overseer
of Northeastern University; and a Fellow of The American Academy
of Arts and Sciences. 
Mr. Putnam is a graduate of Harvard College and Harvard Business
School and holds
honorary doctorates from Bates College and Harvard University.

George Putnam, III*
[Insert Picture]

Mr. Putnam, age 45, is the President of New Generation Research,
Inc., a publisher of
financial advisory and other research services relating to
bankrupt and distressed companies,
and New Generation Advisers, Inc., a registered investment
adviser which provides advice to
private funds specializing in investments in such companies. 
Prior to founding New
Generation in 1985, Mr.  Putnam was an attorney with the
Philadelphia law firm Dechert
Price & Rhoads.

Mr. Putnam currently also serves as a Director of the
Massachusetts Audubon Society.  He
is also a Trustee of the Sea Education Association and St       
        Mark's
School and an Overseer of the New England Medical Center.  Mr.
Putnam is a graduate of
Harvard College, Harvard Business School and Harvard Law School.

Eli Shapiro
[Insert Picture]

Dr. Shapiro, age 80, is the Alfred P. Sloan Professor of
Management, Emeritus at the Alfred
P.  Sloan School of Management at the Massachusetts Institute of
Technology, having served
on the faculty of the Sloan School for eighteen years.  He
previously was also on the faculty
of Harvard Business School, The University of Chicago School of
Business and Brooklyn
College.  During his academic career, Dr. Shapiro authored
numerous publications
concerning finance and related topics.  He previously served as
the President and Chief
Executive Officer of the National Bureau of Economic Research and
also provided economic
and financial consulting services to various clients.

Dr. Shapiro is a past Director of many companies, including
Nomura Dividend Income
Fund, Inc., a privately held registered investment company
managed by Putnam
Management, Reece Corporation, a sewing machine manufacturer,
Commonwealth
Mortgage, Dexter Corporation, a manufacturer of plastics and
related products, Avis
Corporation, a car rental company, Connecticut Bank and Trust
Company, Connecticut
National Gas Corporation, the Federal Home Loan Bank of Boston,
where he served as
Chairman from 1977 to 1989, Travelers' Corporation, an insurance
company, and Norlin
Corporation, a musical instrument manufacturer; and a past
Trustee of Mount Holyoke
College and the Putnam funds (from 1984 to 1989).

Dr. Shapiro is a Fellow of The American Academy of Arts and
Sciences and is active in
various professional and civic associations, including        
   The    
American Economic Association, the American Finance Association
and the Council on
Foreign Relations.  Dr. Shapiro is a graduate of Brooklyn College
and Columbia University.

A.J.C. Smith*
[Insert Picture]

Mr. Smith, age 62, is the Chairman and Chief Executive Officer of
Marsh        
   &    McLennan Companies, Inc.  He has been employed by Marsh &
McLennan
and related companies in various capacities since 1961.  Mr.
Smith is a Director of the
Trident Corp., and he also serves as a Trustee of the Carnegie
Hall Society, the Central Park
Conservancy, The American Institute for Chartered Property
Underwriters, and is a Founder
of the Museum of Scotland Society                He was educated
in Scotland
and is a Fellow of the Faculty of Actuaries in Edinburgh, a
Fellow of the Canadian Institute
of Actuaries, a Fellow of the Conference of Actuaries in Public
Practice, an Associate of the
Society of Actuaries, a Member of the American Academy of
Actuaries, the International
Actuarial Association and the International Association of
Consulting Actuaries.

W. Nicholas Thorndike**
[Insert Picture]

Mr. Thorndike, age 63, serves as a Director of various
corporations and charitable
organizations, including Data General Corporation, a computer and
high technology
company, Bradley Real Estate, Inc., a real estate investment
firm, Providence Journal Co., a
newspaper publisher and owner of television stations, and Courier
Corporation, a book
binding and printing company.  He is also a Trustee of Eastern
Utilities       
   .      Associates, Massachusetts General Hospital, where he
previously served as
chairman and            President    , and Northeastern
University.

Prior to December 1988, he was the Chairman of the Board and
Managing Partner of
Wellington Management Company/Thorndike, Doran, Paine & Lewis, a
registered
investment adviser which manages mutual funds and institutional
assets.  He also previously
served as a Trustee of the Wellington Group of Funds (now The
Vanguard Group) and was
the Chairman and a Director of Ivest Fund, Inc.  Mr. Thorndike is
a graduate of Harvard
College.

           ____________    
*  Nominees who are or may be deemed to be "interested persons"
(as defined in the
   Investment Company Act of 1940) of your fund, Putnam
Management and Putnam
   Mutual Funds Corp. ("Putnam Mutual Funds"), the principal
underwriter for all the
   open-end Putnam funds and an affiliate of Putnam Management. 
Messrs. Putnam,
   Lasser, and Smith are deemed "interested persons" by virtue of
their positions as officers
   or shareholders of your fund, or directors of Putnam
Management, Putnam Mutual
   Funds or Marsh            &    McLennan Companies, Inc., the
parent
   company of Putnam Management and Putnam Mutual Funds.  Mr.
George Putnam, III,
   Mr. Putnam's son, is also an "interested person" of your fund,
Putnam Management and
   Putnam Mutual Funds.  Mr. Perkins may be deemed to be an
"interested person" of
   your fund because of his service as a director of a certain
publicly held company that
   includes registered broker-dealer firms among its
subsidiaries.           

       Neither your fund nor any of the other Putnam funds
currently engages in any
   transactions with such firms except that certain of such firms
act as dealers in the retail
   sale of shares of certain Putnam funds in the ordinary course
of their business.  The
   balance of the nominees are not "interested persons       
       "

  ** In February 1994 Mr. Thorndike accepted appointment as a
successor trustee of
     certain private trusts in which he has no beneficial
interest               
     At that time he also became Chairman of the Board of two
privately owned
     corporations controlled by such trusts, serving in that
capacity until October 1994. 
     These corporations filed voluntary petitions for relief
under Chapter 11 of the U.S.
     Bankruptcy Code in August 1994.

Except as indicated above, the principal occupations and business
experience of the nominees
for the last five years have been with the employers indicated,
although in some cases they
have held different positions with those employers.  Except for
               
Mr. Jackson, all the nominees were elected by the shareholders of
           all
PCM Funds, except Asia Pacific Growth and New Opportunities
Funds, in June 1994. 
Mr. Jackson was     elected by the other Trustees            of
all PCM Funds
in May 1996.  Dr. Shapiro was elected by the Trustees of Asia
Pacific Growth and New
Opportunities Funds in April 1995. As indicated above, Dr.
Shapiro also previously served
as a Trustee of the Putnam funds from 1984 to 1989    .   The 14
nominees for election
as Trustees at the shareholder meeting who receive the greatest
number of votes of all funds,
voting together as a single class, will be elected Trustees of
the Trust.  The Trustees serve
until their successors are elected and qualified               
Each of the
nominees has agreed to serve as a Trustee if elected.  If any of
the nominees is unavailable
for election at the time of the meeting, which is not
anticipated, the Trustees may vote for
other nominees at their discretion, or the Trustees may        
        fix the
number of Trustees at less than 14 for your fund.

What are the Trustees' responsibilities?

The Trustees are responsible for the general oversight of each
fund's business and for
assuring that each fund is managed in the best interests of its
shareholders.  The Trustees
periodically review each fund's investment performance as well as
the quality of other
services provided to each fund and its shareholders by Putnam
Management and its affiliates,
including administration, custody, distribution and investor
servicing.  At least annually, the
Trustees review the fees paid to Putnam Management and its
affiliates for these services and
the overall level of each fund's operating expenses.  In carrying
out these responsibilities, the
Trustees are assisted by an independent administrative staff and
by each fund's auditors and
legal counsel, which are selected by the Trustees and are
independent of Putnam
Management and its affiliates.

Do the Trustees have a stake in the Putnam funds?

The Trustees believe it is important that each Trustee have a
significant investment in the
Putnam funds.  The Trustees allocate their investments among the
more than 99 Putnam
funds based on their own investment needs                The
Trustees'
aggregate investments in the Putnam funds total over $47 million. 
The table below lists each
Trustee's current investments in                 the Putnam funds
as a group. 
           Certain Trustees own interests in one or more funds
through variable
annuity contracts or variable life insurance policies    .


                        Share Ownership by Trustees








Trustees



Year first elected as
Trustee of Putnam
funds

Number of shares
owned of all Putnam
funds
as of
June 28,1996*


Jameson A. Baxter
1994
24,102


Hans H. Estin
1972
26,270


John A. Hill
1985
123,624


Ronald J. Jackson
1996
12,209


Elizabeth T. Kennan
1992
27,475


Lawrence J. Lasser
1992
451,608


Robert E. Patterson
1984
60,322


Donald S. Perkins
1982
160,110


William F. Pounds
1971
348,913


George Putnam
1957
1,516,577


George Putnam III
1984
287,830


Eli Shapiro
  1995**
80,677


A.J.C. Smith
1986
35,339


W. Nicholas Thorndike
1992
79,113


*  These holdings do not include shares of Putnam money market
funds.

** Dr. Shapiro previously served as a Trustee of the Putnam funds
from 1984 to
1989               .
           


    What are some of the ways in which the Trustees represent
shareholder
interests               ?           

    The Trustees believe that, as substantial investors in the
Putnam funds, their interests
are closely aligned with those of individual shareholders       
        Among
other ways, the Trustees seek to represent shareholder interests:

                    by carefully reviewing each fund's investment
                    performance on an individual basis with each
fund's
                    managers;

                    by also carefully reviewing the quality of
the various
                    other services provided to the funds and
their
                    shareholders by Putnam Management and its
affiliates;

                         by discussing with senior management of
Putnam
                         Management steps being taken to address
any
                         performance deficiencies;

                    by reviewing the fees paid to Putnam
Management to
                    ensure that such fees remain reasonable and
competitive
                    with those of other mutual funds, while at
the same time
                    providing Putnam Management sufficient
resources to
                    continue to provide high quality services in
the future;

                    by monitoring potential conflicts between the
funds and
                    Putnam Management and its affiliates to
ensure that the
                    funds continue to be managed in the best
interests of
                    their shareholders;

                    by also monitoring potential conflicts among
funds to
                    ensure that shareholders continue to realize
the benefits
                    of participation in a large and diverse
family of funds.

How often do the Trustees meet?

The Trustees meet each month (except August) over a two-day
period to review the
operations of each fund and of the other Putnam funds.  A portion
of these meetings is
devoted to meetings of various Committees of the board which
focus on particular matters. 
These include: the Contract Committee, which reviews all
contractual arrangements with
Putnam Management and its affiliates; the Communication and
Service Committee, which
reviews the quality of services provided by each fund's investor
servicing agent, custodian
and distributor; the Pricing, Brokerage and Special Investments
Committee, which reviews
matters relating to valuation of securities, best execution,
brokerage costs and allocations and
new investment techniques; the Audit Committee, which reviews
accounting policies and the
adequacy of internal controls and supervises the engagement of
the funds' auditors; the
Compensation, Administration and Legal Affairs Committee, which
reviews the
           Compensation     of the Trustees and their
administrative staff and
supervises the engagement of the funds' independent counsel; and
the Nominating
Committee, which is responsible for selecting nominees for
election as Trustees.

Each Trustee generally attends at least two formal committee
meetings during such monthly
meeting of the Trustees.  During 1995, the average Trustee
participated in approximately 40
committee and board meetings.  In addition, the Trustees meet in
small groups with Chief
Investment Officers and Portfolio Managers to review recent
performance and the current
investment climate for selected funds.  These meetings ensure
that each fund's performance
is reviewed in detail at least twice a year.  The Contract
Committee typically meets on
several additional occasions during the year to carry out its
responsibilities.  Other
Committees, including an Executive Committee, may also meet on
special occasions as the
need arises.

What are the Trustees paid for their services?

Each fund pays each Trustee a fee for his or her services.  Each
Trustee also receives fees
for serving as Trustee of the other Putnam funds.  The Trustees
periodically review their
fees to assure that such fees continue to be appropriate in light
of their responsibilities as
well as in relation to fees paid to trustees of other mutual fund
complexes.  The fees paid to
each Trustee by your fund and by all of the Putnam funds are
shown below:


Compensation            Table    

                                    Aggregate Compensation From:




Trustees
Asia Pacific
Growth
Fund*
Diversified
Income Fund*
Global Asset
Fund*
Global
Growth
Fund*
Growth and
Income Fund*
High Yield
Fund*
Money
Market
Fund*
U.S.
Govern-
ment and
High Quality
Fund*
Voyager
Fund*
New Oppor-
tunities
Fund*
Utilities
Growth &
Income
Fund*
Total
Compensa-
tion from 
all Putnam
funds**



Jameson A. Baxter
  $148
  $1,059
  $1,178
  $1,961
  $3,662
 $1,183
  $756
 $1,537
 $3,016
   $895
  $1,265
$150,854


Hans H. Estin
   145
   1,066
   1,187
   1,976
   3,685
  1,192
   759
  1,547
  3,031
    898
   1,275
150,854


John A. Hill***
   148
   1,059
   1,178
   1,962
   3,659
  1,183
   756
  1,538
  3,013
    893
   1,265
149,854


Elizabeth T. Kennan
   145
   1,066
   1,187
   1,976
   3,685
  1,192
   759
  1,547
  3,031
    898
   1,275
148,854


Lawrence J. Lasser
   140
   1,060
   1,179
   1,963
   3,656
  1,184
   756
  1,539
  3,010
    889
   1,266
150,854


Robert E. Patterson
   150
   1,073
   1,195
   1,989
   3,714
  1,200
   762
  1,555
  3,052
    907
   1,283
152,854


Donald S. Perkins
   140
   1,060
   1,179
   1,963
   3,656
  1,184
   756
  1,539
  3,010
    889
   1,266
150,854


William F. Pounds
   148
   1,059
   1,179
   1,962
   3,658
  1,183
   756
  1,538
  3,012
    892
   1,265
149,854


George Putnam
   145
   1,066
   1,187
   1,976
   3,685
  1,192
   759
  1,547
  3,031
    898
   1,275
150,854


George Putnam, III
   145
   1,066
   1,187
   1,976
   3,685
  1,192
   759
  1,547
  3,031
    898
   1,275
150,854


Eli Shapiro****
   104
     709
     780
   1,311
   2,481
    799
   502
  1,023
  2,038
    651
     848
95,372


A.J.C. Smith
   139
   1,053
   1,171
   1,949
   3,629
  1,175
   753
  1,530
  2,992
    883
   1,257
149,854


W. Nicholas Thorndike
   150
   1,073
   1,195
   1,989
   3,714
  1,200
   762
  1,555
  3,052
    907
   1,283
152,854
















           +   Ronald J. Jackson became a Trustee of the Trust
effective May 3, 1996 and received no
               compensation from the PCM funds or the other
Putnam funds in 1995.    
               
*  Includes an annual retainer and an attendance fee for each
meeting attended. 

** Reflects total payments received from all Putnam funds in the
most recent calendar year.  As of December 31,
   1995, there were 99 funds in the Putnam family.

***  Includes compensation deferred with respect to certain of
the PCM funds pursuant to a Trustee Compensation
     Deferral Plan.  The total amount of deferred compensation
payable to Mr. Hill by each applicable PCM fund as of
     December 31, 1995, including income earned on such amounts,
is as follows: Global Asset Fund - $566; Global
     Growth Fund - $939; Growth and Income Fund - $1,775; High
Yield Fund - $591; U.S. Government and High Quality
     Fund - $739; Voyager Fund - $1,511; and Utilities Growth and
Income Fund - $621.

     **** Elected as a Trustee in April 1995.
The Trustees have approved Retirement Guidelines for Trustees of
the Putnam funds.  These
guidelines provide generally that a Trustee who retires after
reaching age 72 and who has at
least 10 years of continuous service will be eligible to receive
a retirement benefit from each
Putnam fund for which  he or she served as a Trustee.  The amount
and form of such benefit
is subject to determination annually by the Trustees and, unless
otherwise determined by the
Trustees, will be an annual cash benefit payable for life equal
to one-half of the Trustee
retainer fees paid by each fund at the time of retirement. 
Several retired Trustees are
currently receiving benefits pursuant to the Guidelines and it is
anticipated that the current
Trustees will receive similar benefits upon their retirement.  A
Trustee who retired in
calendar 1995 and was eligible to receive benefits under these
Guidelines would have
received an annual benefit of $66,749, based upon the aggregate
retainer fees paid by the
Putnam funds for such year.  The Trustees reserve the right to
amend or terminate such
Guidelines and the related payments at any time, and may modify
or waive the foregoing
eligibility requirements when deemed appropriate.

For additional information about your fund, including further
information about its Trustees
and officers, please see            "further     Information
About        
   Your fund,"     on page            62    .

Putnam Investments

Putnam Investment Management, Inc.  and its affiliates, Putnam
Mutual Funds, the principal
underwriter for shares of each fund and Putnam Fiduciary Trust
Company, each fund's
investor servicing agent and custodian, are wholly owned by
Putnam Investments, Inc., One
Post Office Square, Boston, Massachusetts 02109, a holding
company that is in turn wholly
owned by Marsh & McLennan Companies, Inc., which has executive
offices at 1166 Avenue
of the Americas, New York, New York 10036.  Marsh & McLennan
Companies, Inc. and
its operating subsidiaries are professional services firms with
insurance and reinsurance
brokering, consulting, and investment management businesses.  

2. SELECTION OF INDEPENDENT AUDITORS

Price Waterhouse LLP, 160 Federal Street, Boston, Massachusetts,
independent accountants,
has been selected by the Trustees as the auditors of the Trust
fund for its current fiscal year. 
Among the country's preeminent accounting firms, this firm also
serves as the auditor for
approximately half of the other funds in the Putnam family.  It
was selected primarily on the
basis of its expertise as auditors of investment companies, the
quality of its audit services,
and the competitiveness of the fees charged for these services.

Approval by a majority of the shares of all funds voting together
as a single class is
necessary to ratify the selection of auditors.  A representative
of the independent auditors is
expected to be present at the meeting to make statements and to
respond to appropriate
questions.

PROPOSALS 3 AND 4

As described in the following proposals, the Trustees are
recommending that shareholders of
each fund approve a number of changes to their respective funds'
fundamental investment
restrictions, including the elimination of certain of these
restrictions.  The purpose of these
changes is to standardize the investment restrictions of all of
the Putnam funds, including
your fund where appropriate, and in certain cases to increase
each fund's investment
flexibility.  By having standard           .      investment
restrictions for the
Putnam funds, Putnam Management will be able to more easily
monitor each fund's
compliance with its investment policies.  Many of these changes
will have little practical
effect on the way each fund is managed given the funds' current
investment objectives and
policies.

For purposes of            Proposals 3 and 4    , the term
"Fixed-Income
Funds" shall include the Diversified Income Fund, High Yield
Fund, Money Market Fund,
and U.S. Government and High Quality Fund.

           The following proposals only apply to your fund or
subaccount to the
extent specified; please disregard the proposals that do not
specifically state that they apply to
your fund or subaccount.  Each fund will vote separately on each
proposal.  Voting by one
fund will not affect voting on that proposal by any other
fund.    

The adoption of any of these proposals is not contingent on the
adoption of any other
proposal.            .    

3.A. AMENDING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION
     WITH RESPECT TO DIVERSIFICATION

                (For the Diversified Income Fund, Global Asset
Fund, Global
     Growth Fund, Growth and Income Fund, High Yield Fund, Money
Market Fund,
     U.S. Government and High Quality Fund, and Voyager Fund
only.)    

The Trustees are recommending that            the     fund's
fundamental
investment restriction with respect to the diversification of its
investments be revised to
reflect the standard restriction expected to be used by other
Putnam funds and to grant the
           fund     the maximum investment flexibility permitted
by the
Investment Company Act of 1940 ("1940 Act").  Under the 1940 Act,
the        
   fund,     as            a     diversified        
   fund    , generally may not, with respect to 75% of        
   its    
total assets, invest more than 5% of            its     total
assets in the
securities of any one issuer (except U.S.        
   Government     securities). 
The remaining 25% of            its     total assets are not
subject to this
restriction.


           The     fund's current restriction is more
restrictive, and states that
the fund may not:

   "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 U.S. Government
   Securities, or, with respect to 25% of the fund's total
assets, securities of any foreign
   government, its agencies or instrumentalities, securities of
           supra
   national     entities, and securities backed by the credit of
a governmental entity."

The proposed amended fundamental investment restriction is set
forth below.

   "The fund may not.  .  .            .    

   With respect to 75% of its total assets, invest in the
securities of any issuer if,
   immediately after such investment, more than 5% of the total
assets of the fund (taken at
   current value) would be invested in the securities of such
issuer; provided that this
   limitation does not apply to obligations issued or guaranteed
as to interest or principal by
   the U.S. government or its agencies or instrumentalities."

If the proposed change is approved,            the     fund will
be able to
invest up to 25% of its total assets in the securities of any one
issuer.  The amended
restriction would continue to exclude from its limitations U.S.
government securities, and
would clarify, consistent with the 1940 Act, that U.S. government
securities include those
securities guaranteed as to principal or interest by the U.S.
government or its agencies or
instrumentalities.  Following the amendment, the        
   fund     would
continue to be            a     diversified investment        
   company     for purposes of the 1940 Act.

Putnam Management believes that this enhanced flexibility could
assist the        
   fund     in achieving            its     investment        
   objective    .  However, during times when Putnam Management
invests a higher
percentage of            the     fund's assets in one or more
issuers, the value
of            the     fund's shares may fluctuate more widely
than the value of
shares of a portfolio investing in a larger number of issuers.

Required Vote.  Approval of this proposal by            a    
fund requires the
affirmative vote of the lesser of (1) more than 50% of the
outstanding shares of the fund, or
(2) 67% or more of the shares of the fund present at the meeting
if more than 50% of the
outstanding shares of the fund are present at the meeting in
person or by proxy.

3.B.1.         AMENDING THE FUND'S FUNDAMENTAL INVESTMENT
               RESTRICTION WITH RESPECT TO INVESTMENTS IN THE
VOTING
               SECURITIES OF A SINGLE ISSUER

                     (For all funds except the Utilities Growth
and Income
          Fund)    

The Trustees are recommending that            the     fund's
fundamental
investment restriction with respect to investments in the voting
securities of a single issuer be
revised to reflect the standard restriction expected to be used
by other Putnam funds and to
grant the            fund     the maximum flexibility permitted
under the 1940
Act.  The 1940 Act prohibits a diversified fund, such as        
   the    
fund, from investing, with respect to 75% of its total assets, in
the voting securities of an
issuer if as a result it would own more than 10% of the
outstanding voting securities of that
issuer.  The            fund's     current investment
restriction, which is more
restrictive than the 1940 Act, states that the        
   fund     may not:

   "Acquire more than 10% of the voting securities of any
issuer."

The proposed amended fundamental investment restriction is set
forth below.

   "The fund may not.  .  .            .    

   With respect to 75% of its total assets, acquire more than 10%
of the outstanding voting
   securities of any issuer."

The amendment enables            the     fund to purchase more
than 10% of
the voting securities of an issuer with respect to 25% of        
   its     total
assets.

This proposal will have little practical effect on the
Fixed-Income Funds and the Money
Market Fund, as these funds invest primarily in fixed-income
securities which are not
typically voting securities.  Nevertheless, Putnam Management
believes it would be in the
best interest of each fund to conform its policy to provide the
fund with maximum flexibility
should circumstances change.

To the extent            the     fund individually or with other
funds and
accounts managed by Putnam Management or its affiliates were to
own all or a major portion
of the outstanding voting securities of a particular issuer,
under adverse market or economic
conditions or in the event of adverse changes in the financial
condition of the issuer the fund
could find it more difficult to sell these voting securities when
Putnam Management believes
it advisable to do so, or may be able to sell the securities only
at prices significantly lower
than if they were more widely held.           

    In addition, certain of the companies in which        
        the
           fund     may invest a greater portion of        
   its     assets following the amendment could have relatively
small equity market
capitalizations (e.g., under $1 billion).   Such companies often
have limited product lines,
markets or financial resources.  The securities of these
companies may trade less frequently
and in limited volume, and only in the over-the-counter market or
on a regional securities
exchange.  As a result, these securities may fluctuate in value
more than those of larger,
more established companies.  Under such circumstances, it may
also be more difficult to
determine the fair value of such securities for purposes of
computing        
   the     fund's net asset value.

Required vote.  Approval of this proposal by            a    
fund requires the
affirmative vote of the lesser of (1) more than 50% of the
outstanding shares of the fund, or
(2) 67% or more of the shares of the fund present at the meeting
if more than 50% of the
outstanding shares of the fund are present at the meeting in
person or by proxy.  

3.B.2.         AMENDING THE FUND'S FUNDAMENTAL INVESTMENT
               RESTRICTION WITH RESPECT TO INVESTMENTS IN THE
VOTING
               SECURITIES OF A SINGLE ISSUER

                     (For the Utilities Growth and Income Fund
only)    

The Trustees are recommending that the fund's fundamental
investment restriction with
respect to investments in the voting securities of a single
issuer be revised to reflect the
standard restriction expected to be used by other Putnam funds
and to grant the fund the
maximum flexibility permitted under the Internal Revenue Code of
1986, as amended (the
"Code").  Under the Code, a non           -    diversified fund
such as the
fund may not invest, with respect to 50% of its total assets, in
the voting securities of an
issuer if as a result it would own more than 10% of the
outstanding voting securities of that
issuer.  The remaining 50% of the fund's total assets is not
subject to this limitation.  The
fund's current investment restriction, which is more restrictive
than applicable tax rules,
states that the fund may not:

   "Acquire more than 10% of the voting securities of any
issuer       
          "

The proposed amended fundamental investment restriction is set
forth below.

    "The fund may not.  .  .            .    

   With respect to 50% of its total assets, acquire more than 10%
of the outstanding voting
   securities of any issuer."

The amendment enables the fund to purchase more than 10% of the
voting securities of an
issuer with respect to 50% of the fund's total assets.  To the
extent the fund individually or
with other funds and accounts managed by Putnam Management or its
affiliates were to own
all or a major portion of the outstanding voting securities of a
particular issuer, under
adverse market or economic conditions or in the event of adverse
changes in the financial
condition of the issuer the fund could find it more difficult to
sell these voting securities
when Putnam Management believes it advisable to do so, or may be
able to sell the securities
only at prices significantly lower than if they were more widely
held.  In addition, certain of
the companies in which the fund may invest a greater portion of
its assets following the
amendment could have relatively small equity market
capitalizations (e.g., under $1 billion). 
Such companies often have limited product lines, markets or
financial resources.  The
securities of these companies may trade less frequently and in
limited volume, and only in
over           -    the           -    counter market or on a
regional securities exchange.  As a result, these securities may
fluctuate in value more than
those of larger, more established companies.  Under such
circumstances, it may also be more
difficult to determine the fair value of such securities for
purposes of computing the fund's
net asset value.

Required vote.  Approval of this proposal requires the
affirmative vote of the lesser of (1)
more than 50% of the outstanding shares of the fund, or       
   (2)     67%
or more of the shares of the fund present at the meeting if more
than 50% of the outstanding
shares of the fund are present at the meeting in person or by
proxy.

3.C. AMENDING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION
     WITH RESPECT TO MAKING LOANS

                (For all funds)    

The Trustees are recommending that            the     fund's
fundamental
investment restriction with respect to making loans be revised to
reflect the standard
restriction expected to be used by other Putnam funds and to
remove any asset limitations on
the fund's ability to enter into repurchase agreements and
securities loans.  The current
restriction states that            the     fund may not:

   "Make loans, except by purchase of debt obligations in which
the fund may invest
   consistent with its investment policies, by entering into
repurchase agreements with
   respect to not more than 25% of its total assets (taken at
current value), or through the
   lending of its portfolio securities with respect to not more
than 25% of its assets."

The proposed amended fundamental investment restriction is set
forth below.

   "The fund may not.  .  .            .    

   Make loans, except by purchase of debt obligations in which
the fund may invest
   consistent with its investment policies, by entering into
repurchase agreements, or by
   lending its portfolio securities."

Following the amendment,            the     fund may, consistent
with its
investment objective and policies and applicable law, enter into
repurchase agreements and
securities loans without limit.

When            the     fund enters into a repurchase agreement,
it typically
purchases a security for a relatively short period (usually not
more than one week), which the
seller agrees to repurchase at a fixed time and price,
representing the fund's cost plus
interest.  When            the     fund enters into a securities
loan, it lends
certain of its portfolio securities to broker-dealers or other
parties and typically receives an
interest payment in return.  These transactions must be fully
collateralized at all times, but
involve some risk to the fund if the other party should default
on its obligation.  If the other
party in these transactions should become involved in bankruptcy
or insolvency proceedings,
it is possible that the fund            maybe     treated as an
unsecured creditor
and be required to return the underlying collateral to the other
party's estate.

Required vote.  Approval of this proposal by            a    
fund requires the
affirmative vote of the lesser of (1) more than 50% of the
outstanding shares of the fund, or
(2) 67% or more of the shares of the fund present at the meeting
if more than 50% of the
outstanding shares of the fund are present at the meeting in
person or by proxy. 

3.D.1.         AMENDING THE FUND'S FUNDAMENTAL INVESTMENT
               RESTRICTION WITH RESPECT TO INVESTMENTS IN REAL
               ESTATE

                     (For the Asia Pacific Growth Fund, New
Opportunities
          Fund and Utilities Growth and Income Fund only)    

           The Trustees     are recommending that            the
    fund's fundamental investment restriction with respect to
investments in real estate be
revised to reflect the standard restriction expected to be used
by other Putnam funds.  The
current restriction states that            the     fund may not:

   "Purchase or sell real estate, although it may purchase
securities of issuers which deal in
   real estate, securities which are secured by interests in real
estate, and securities
   representing interests in real estate, and it may acquire and
dispose of real estate or
   interests in real estate acquired through the exercise of its
rights as a holder of debt
   obligations secured by real estate or interests therein."

The proposed amended fundamental investment restriction is set
forth below.

   "The fund may not.  .  .            .    

   Purchase or sell real estate, although it may purchase
securities of issuers which deal in
   real estate, securities which are secured by interests in real
estate, and securities which
   represent interests in real estate, and it may acquire and
dispose of real estate or interests
   in real estate acquired through the exercise of its rights as
a holder of debt obligations
   secured by real estate or interests therein."

The proposed amendment merely conforms            the     fund's
investment
restriction and will not affect the            fund's    
investments.

Required vote.  Approval of this proposal by            a    
fund requires the
affirmative vote of the lesser of (1) more than 50% of the
outstanding shares of the fund, or
(2) 67% or more of the shares of the fund present at the meeting
if more than 50% of the
outstanding shares of the fund are present at the meeting in
person or by proxy.

3.D.2.         AMENDING THE FUND'S FUNDAMENTAL INVESTMENT
               RESTRICTION WITH RESPECT TO INVESTMENTS IN REAL
               ESTATE

                     (For the Global Asset Fund, Global Growth
Fund,
          Growth and Income Fund, High Yield Fund, Money Market
Fund, U.S.
          government and High Quality Fund, and Voyager Fund
only)    

The Trustees are recommending that            the     fund's
fundamental
investment restriction with respect to investments in real estate
be revised to reflect the
standard restriction expected to be used by other Putnam funds
and to provide the fund with
maximum flexibility.  The current restriction states that        
   the     fund
may not:

   "Purchase or sell real estate, although it may purchase
securities which are secured by or
   represent interests in real estate."

The proposed amended fundamental investment restriction is set
forth below.

   "The fund may not.  .  .            .    

   Purchase or sell real estate, although it may purchase
securities of issuers which deal in
   real estate, securities which are secured by interests in real
estate, and securities which
   represent interests in real estate, and it may acquire and
dispose of real estate or interests
   in real estate acquired through the exercise of its rights as
a holder of debt obligations
   secured by real estate or interests therein."

The proposed amendment enables            the     fund to invest
in a wide
range of real estate-related investments, many in which        
   the     fund
may already invest under the current restriction.  In addition,
           the    
fund would be able to own real estate directly as a result of the
exercise of its rights in
connection with debt obligations it owns.  In such cases, the
ability to acquire and dispose of
real estate may serve to protect the fund during times where an
issuer of debt securities is
unable to meet its obligations.  Putnam Management believes that
the enhanced flexibility
could assist            the     fund in achieving its investment
objective.

To the extent            the     fund holds real estate-related
securities, it will
be subject to the risks associated with the real estate market. 
These risks may include
declines in the value of real estate, changes in general or local
economic conditions,
           over building    , difficulty in completing
construction, increased
competition, changes in zoning laws, increases in property taxes
and operating expenses, and
variations in rental income                Generally, increases
in interest rates
will increase the costs of obtaining financing, which may result
in a decrease in the value of
such investments.  In addition, in order to enforce its rights in
the event of a default of these
securities,            the     fund may be required to
participate in various
legal proceedings or take possession of and manage assets
securing the issuer's obligations. 
This could increase the fund's operating expenses           .    
and adversely
affect the fund's net asset value.

Required vote.  Approval of this proposal by            a    
fund requires the
affirmative vote of the lesser of (1) more than 50% of the
outstanding shares of the fund, or
(2) 67% or more of the shares of the fund present at the meeting
if more than 50% of the
outstanding shares of the fund are present at the meeting in
person or by proxy.  

3.D.3.         AMENDING THE FUND'S FUNDAMENTAL INVESTMENT
               RESTRICTION WITH RESPECT TO INVESTMENTS IN REAL
               ESTATE

                     (For the Diversified Income Fund only)    

The Trustees are recommending that the fund's fundamental
investment restriction with
respect to investments in real estate be revised to reflect the
standard restriction expected to
be used by other Putnam funds and to provide the fund with
maximum flexibility.  The
current restriction states that

   "The fund may not.  .  .            .    

                   Purchase or sell real estate, although it may
purchase
   securities of issuers which deal in real estate, which are
secured by interests in real
   estate and securities representing interests in real estate."

The proposed amended fundamental investment restriction is set
forth below.

   "The fund may not.  .  .            .    

   Purchase or sell real estate, although it may purchase
securities of issuers which deal in
   real estate, securities which are secured by interests in real
estate, and securities which
   represent interests in real estate, and it may acquire and
dispose of real estate or interests
   in real estate acquired through the exercise of its rights as
a holder of debt obligations
   secured by real estate or interests therein."

The proposed amendment enables the fund to invest in a wide range
of real estate-related
investments, many in which the fund may already invest under the
current restriction.  In
addition, the fund would be able to own real estate directly as a
result of the exercise of its
rights in connection with debt obligations it owns.  In such
cases, the ability to acquire and
dispose of real estate may serve to protect the fund during times
where an issuer of debt
securities is unable to meet its obligations.

In order to enforce its rights in the event of a default of
issuers of real estate       
   -     related securities, the fund may be required to
participate in various legal
proceedings or take possession of and manage assets securing the
issuer's obligations.  This
could increase the fund's operating expenses and adversely affect
the fund's net asset value.

Required vote.  Approval of this proposal requires the
affirmative vote of the lesser of (1)
more than 50% of the outstanding shares of the fund, or       
   (2)     67%
or more of the shares of the fund present at the meeting if more
than 50% of the outstanding
shares of the fund are present at the meeting in person or by
proxy.  

3.E. AMENDING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION
     WITH RESPECT TO CONCENTRATION OF            ITS    
     ASSETS

                (For all funds)    

The Trustees are recommending that            the     fund's
fundamental
investment restriction regarding concentration be revised to
reflect the standard restriction
expected to be used by other Putnam funds.  In addition, with
respect to the        
        Money Market Fund, the Trustees are recommending that the
fund's
concentration policy be conformed to that of the Putnam Money
Market Fund.  The current
restriction states that            the     fund may not:

   "Invest more than 25% of the value of its total assets in any
one industry, except that
   PCM Money Market Fund may invest more than 25% of its assets
in securities of banks
   and bank holding companies as a group when in the opinion of
Putnam Management
   yield differentials make such investments desirable, and
suitable investments are
   available, and except that PCM            UTILITIES     Growth
and
   Income Fund may invest more than 25% of its assets in any of
the public utilities
   industries.  (U.S. government securities and securities of any
foreign government, its
   agencies or instrumentalities, securities of supranational
entities, and securities backed by
   the            creditor     of a governmental entity are not
considered to
   represent an industry)."

The proposed amended fundamental restriction is set forth below.

   "The fund may not . . .

   Purchase securities (other than securities of the U.S.
government, its agencies or
   instrumentalities) if, as a result of such purchase, more than
25% of the fund's total
   assets would be invested in any one industry; except that PCM
Utilities Growth and
   Income Fund may invest more than 25% of its assets in any of
the public utilities
   industries; and except that PCM Money Market 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) any combination of these."

The proposed change will not affect the way any fund is managed,
except for the
                Money Market Fund.

The proposed change would permit the                 Money Market
Fund to
concentrate in the personal credit institution or business credit
institution industries when in
the opinion of Putnam Management yield differentials would make
such investments
desirable.  This ability currently exists for the Putnam Money
Market Fund.  The
                Money Market Fund would continue to have the
ability to
concentrate in the banking industry.  Putnam Management believes
that this enhanced
investment flexibility could assist the                 Money
Market Fund in
achieving its investment objective.  To the extent the        
        Money
Market Fund concentrates its investments in any industry, it is
more exposed to
                economic and other factors affecting such
industry.  Of course,
the            Money Market Fund     would only concentrate its
investments
when Putnam Management believes the potential benefits to the
       
   fund     justify any additional risks associated with such
concentration.

Required vote.  Approval of this proposal by            a    
fund requires the
affirmative vote of the lesser of (1) more than 50% of the
outstanding shares of the fund, or
(2) 67% or more of the shares of the fund present at the meeting
if more than 50% of the
outstanding shares of the fund are present at the meeting in
person or by proxy.  

3.F. AMENDING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION
     WITH RESPECT TO SENIOR SECURITIES 

                (For all funds)    

The Trustees are recommending that            the     fund's
fundamental
investment restriction with respect to the issuance of senior
securities be revised to reflect the
standard restriction expected to be used by other Putnam funds
and to make it clear that the
fund is not restricted from borrowing money consistent with its
investment policies. 
Generally, a "senior security" is a security which has priority
over any other security as to
distribution of assets or dividends, and technically includes all
indebtedness over 5% of
           the     fund's assets.  The current restriction states
that
           the     fund may not:

   "Issue any class of securities which is senior to the fund's
shares of beneficial interest."

The proposed amended fundamental investment restriction is set
forth below.

   "The fund may not . . .

   Issue any class of securities which is senior to the fund's
shares of beneficial interest,
   except for permitted borrowings."

Although Putnam Management believes that            the     fund
may
currently borrow money to the maximum extent permitted by its
existing policies without
violating its current restriction, it believes that amending the
restriction will avoid any
possible ambiguity.

Required vote.  Approval of this proposal by            a    
fund requires the
affirmative vote of the lesser of (1) more than 50% of the
outstanding shares of the fund, or
(2) 67% or more of the shares of the fund present at the meeting
if more than 50% of the
outstanding shares of the fund are present at the meeting in
person or by proxy.

3.G. AMENDING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION
     WITH RESPECT TO INVESTMENTS IN COMMODITIES

                (For all funds)    

The Trustees are recommending that            the     fund's
fundamental
investment restriction with respect to investments in commodities
be revised to reflect the
standard restriction expected to be used by other Putnam
funds               
The current restriction states that            the     fund may
not:

   "Purchase or sell commodities or commodity contracts, except
that it may purchase or
   sell futures contracts, options on futures, forward contracts
and options on foreign
   currencies."

The proposed amended fundamental restriction is set forth below.

   "The fund may not.  .  .

   Purchase or sell commodities or commodity contracts, except
that the fund may purchase
   and sell financial futures contracts and options and may enter
into foreign exchange
   contracts and other financial transactions not involving
physical commodities."

Under the revised restriction,            the     fund will
continue to be able to
engage in a variety of transactions involving the use of
financial futures and options and
foreign currencies, as well as various other financial
transactions to the extent consistent with
its investment objectives and policies           and, in the case
of the Money
Market Fund, SEC rules applicable to money market funds. 
Although the     fund may
already engage in many of these activities, Putnam Management
believes that the revised
language more clearly sets forth            the     fund's
policy.  The addition
of financial transactions not involving                 physical
commodities is
intended to give            the     fund maximum flexibility to
invest in a
variety of financial instruments that could technically be
considered commodities, but which
do not involve the direct purchase or sale of physical
commodities, which is the intended
focus of the restriction.

Required vote.  Approval of this proposal by            a    
fund requires the
affirmative vote of the lesser of (1) more than 50% of the
outstanding shares of the fund, or
(2) 67% or more of the shares of the fund present at the meeting
if more than 50% of the
outstanding shares of the fund are present at the meeting in
person or by proxy.  

4.A. ELIMINATING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION
     WITH RESPECT TO INVESTMENTS IN SECURITIES OF ISSUERS IN
WHICH
     MANAGEMENT OF THE            FUND     OR PUTNAM
     INVESTMENT MANAGEMENT OWNS SECURITIES

                (For all funds)    

The Trustees are recommending eliminating            the    
fund's
fundamental investment restriction which prevents the fund from
investing in the securities of
issuers in which management of the fund or Putnam Management owns
a certain percentage
of securities.  The current restriction states that        
   the     fund may
not:

   "Invest in securities of any issuer if, to the knowledge of
the Trust       
           and Trustees of the Trust and officers and directors
of Putnam
   Management who beneficially own more than            0 5%    
of the
   securities of that issuer together beneficially own more than
5%."

By eliminating this restriction,            the     fund would be
able to invest
in the securities of any issuer without regard to ownership in
such issuer by management of
the fund or Putnam Management, except to the extent otherwise
prohibited by the fund's
investment policies or the 1940 Act.

Required vote.  Approval of this proposal by            a    
fund requires the
affirmative vote of the lesser of (1) more than 50% of the
outstanding shares of the fund, or
(2) 67% or more of the shares of the fund present at the meeting
if more than 50% of the
outstanding shares of the fund are present at the meeting in
person or by proxy.  

4.B. ELIMINATING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION
     WITH RESPECT TO MARGIN TRANSACTIONS

                (For all funds)    

The Trustees are recommending that            the     fund's
fundamental
investment restriction with respect to margin transactions be
eliminated.  "Margin
transactions" involve the purchase of securities with money
borrowed from a broker, with
cash or eligible securities being used as collateral against the
loan.  The current restriction
states that            the     fund may not:

   "Purchase securities on margin, except such short       
   -    term
   credits as may be necessary for the clearance of purchases and
sales of securities, and
   except that it may make margin payments in connection with
transactions in futures
   contracts and related options."

Putnam Management recommended that this restriction be eliminated
because it is
unnecessary in light of current regulatory requirements; the 1940
Act does not require
           the     fund to have such a restriction.  If the
restriction were
removed,            the     fund would be able to engage in
margin
transactions to the extent consistent with its investment
policies and the 1940 Act.

The fund's potential use of margin transactions beyond
transactions in financial futures and
options and for the clearance of purchases and sales of
securities, including the use of margin
in ordinary securities transactions, is currently limited by the
SEC position that margin
transactions are prohibited under Section 18 of the 1940 Act
because they create senior
securities.  The fund's ability to engage in           .     
margin transactions
is also limited by its investment policies, which generally
permit the fund to borrow money
only in limited circumstances.

Required vote.  Approval of this proposal by            a    
fund requires the
affirmative vote of the lesser of (1) more than 50% of the
outstanding shares of the fund, or
(2) 67% or more of the shares of the fund present at the meeting
if more than 50% of the
outstanding shares of the fund are present at the meeting in
person or by proxy.  

4.C. ELIMINATING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION
     WITH RESPECT TO SHORT SALES

                (For all funds)    

The Trustees are recommending that            the     fund's
fundamental
investment restriction with respect to short sales be eliminated. 
The current restriction states
that            the     fund may not:

   "Make short sales of securities or maintain a short position
for the account of the fund
   unless at all times when a short position is open the fund
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."

Putnam Management recommended that this restriction be eliminated
because it is
unnecessary in light of current regulatory requirements; the 1940
Act does not require
           the     fund to have such a restriction.

In a typical short sale, the fund borrows securities from a
broker that it anticipates will
decline in value in order to sell to a third party.  The fund
becomes obligated to return
securities of the same issue and quantity at some future date,
and it realizes a loss to the
extent the securities increase in value and a profit to the
extent the securities decline in value
(after including any associated costs).  Since the value of a
particular security can increase
without limit, the fund could potentially realize losses with
respect to short sales in which the
fund does not own or have the right to acquire at no added cost
securities identical to those
sold short that are significantly greater than the value of the
securities at the time they are
sold short.

Required vote.  Approval of this proposal by            a    
fund requires the
affirmative vote of the lesser of (1) more than 50% of the
outstanding shares of the fund, or
(2) 67% or more of the shares of the fund present at the meeting
if more than 50% of the
outstanding shares of the fund are present at the meeting in
person or by proxy.  

4.D. ELIMINATING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION
     WITH RESPECT TO PLEDGING ASSETS 

                (For all funds)    

The Trustees are recommending that            the     fund's
fundamental
investment restriction which limits the fund's ability to pledge
its assets be eliminated.  The
current restriction states that            the     fund may not:

   "Pledge, hypothecate, mortgage, or otherwise encumber its
assets in excess of 15% of
   the fund's total assets (taken at current value) and then only
to secure borrowings
   permitted by restriction 1 above.  (The deposit of underlying
securities and other assets
   in escrow and other collateral arrangements in connection with
the writing of put or call
   options and collateral arrangements with respect to margin for
futures contracts and
   related options are not considered to be pledges or other
encumbrances.)"  [Restriction 1
   referred to in this restriction allows each fund except for
the Voyager Fund to borrow up
   to 10% of its total assets for certain purposes and allows the
Voyager Fund to borrow
   more than 50% of its total assets less certain liabilities.]

Putnam Management recommended that this restriction be eliminated
because it is
unnecessary in light of current regulatory requirements; the 1940
Act does not require
           the     fund to have such a restriction.

This proposal would remove all restrictions on            the    
fund's ability
to pledge assets.  Putnam Management believes that this enhanced
flexibility could assist
           the     fund in achieving its investment objective. 
Further, Putnam
Management believes that            the     fund's current limits
on pledging
may conflict with the fund's ability to borrow money to meet
redemption requests or for
extraordinary or emergency purposes.  This conflict arises
because banks may require
borrowers such as the            fund     to pledge assets in
order to
collateralize the amount borrowed.  These collateral requirements
are typically for amounts
at least equal to, and often larger than, the principal amount of
the loan.  If        
   the     fund needed to borrow the maximum amount permitted by
its policies
(currently 10% of its total assets            for all funds
except the     Voyager
Fund,            which may borrow up to     50% of its total
assets less
certain liabilities), it might be possible that a bank would
require collateral in excess of 15%
of the fund's total assets.  Thus, the current restriction could
have the effect of reducing the
amount that the fund may borrow in these situations.

Pledging assets does entail certain risks.  To the extent that
           the    
fund pledges its assets, the fund may have less flexibility in
liquidating its assets.  If a large
portion of the fund's assets were involved, the fund's ability to
meet redemption requests or
other obligations could be delayed.

Required vote.  Approval of this proposal by            a    
fund requires the
affirmative vote of the lesser of (1) more than 50% of the
outstanding shares of the fund, or
(2) 67% or more of the shares of the fund present at the meeting
if more than 50% of the
outstanding shares of the fund are present at the meeting in
person or by proxy.

4.E.1                    ELIMINATING THE FUND'S FUNDAMENTAL
                         INVESTMENT RESTRICTION WITH RESPECT TO
                         INVESTMENTS IN RESTRICTED SECURITIES

                (For the Diversified Income Fund, Global Asset
Fund, Global
     Growth Fund, Growth and Income Fund, High Yield Fund, U.S.
Government and
     High Quality Fund, and Voyager Fund)    

The Trustees are recommending that            the     fund's
fundamental
investment restriction which limits its investments in securities
subject to restrictions on
resale, which are known as "restricted securities," be
eliminated.  The current fundamental
investment restriction states that            the     fund may
not:

   "Purchase securities the disposition of which is restricted
under federal securities laws,
   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 Trust (or
   the person designated by them to make such determinations) to
be readily marketable."

Putnam Management believes the restriction is unnecessary in
light of current regulatory
requirements, which prohibit            the     fund from
investing more than
15% of its net assets in any combination of (a) securities which
are not readily marketable,
(b) securities restricted as to resale           (excluding    
securities
determined by the Trustees of the fund (or the person designated
by the Trustees of the fund
to make such determinations) to be readily marketable), and (c)
repurchase agreements
maturing in more than seven days.

By eliminating this restriction,            the     fund would
have maximum
flexibility to respond quickly to legal, regulatory and market
developments regarding illiquid
investments.

To the extent            the     fund invests in illiquid
investments, the fund
may encounter difficulty in determining the fair value of such
securities for purposes of
computing net asset value.  In addition,            the     fund
could encounter
difficulty satisfying redemption requests within seven days if it
could not readily dispose of
its illiquid investments.

Required vote.  Approval of this proposal by            a    
fund requires the
affirmative vote of the lesser of (1) more than 50% of the
outstanding shares of the fund, or
(2) 67% or more of the shares of the fund present at the meeting
if more than 50% of the
outstanding shares of the fund are present at the meeting in
person or by proxy.  

4.E.2.         ELIMINATING THE FUND'S FUNDAMENTAL INVESTMENT
               RESTRICTION WITH RESPECT TO INVESTMENTS IN
RESTRICTED
               SECURITIES

                     (For the Money Market Fund only)    

The Trustees are recommending that the                 fund's
fundamental
investment restriction which limits the fund's investments in
securities subject to restrictions
on resale, which are known as "restricted securities," be
eliminated.  The current
fundamental investment restriction states that the fund may not:

   "Purchase securities the disposition of which is restricted
under federal securities laws,
   if, as a result, such investments would exceed 10% of the
value of the fund's net
   assets."

Putnam Management believes the restriction is unnecessary in
light of current regulatory
requirements, which prohibit the fund from investing more than
10% of its assets in illiquid
securities, including restricted securities.

By eliminating this restriction, the fund would then have maximum
flexibility to respond
quickly to legal, regulatory and market developments regarding
illiquid investments.

To the extent the fund invests in illiquid investments, the fund
may encounter difficulty in
determining the fair value of such securities for purposes of
computing net asset value.  In
addition, the fund could encounter difficulty satisfying
redemption requests within seven days
if it could not readily dispose of its illiquid investments.

Required vote.  Approval of this proposal requires the
affirmative vote of the lesser of (1)
more than 50% of the outstanding shares of the fund, or       
   (2)     67%
or more of the shares of the fund present at the meeting if more
than 50% of the outstanding
shares of the fund are present at the meeting in person or by
proxy.  

4.F.1.         ELIMINATING THE FUND'S FUNDAMENTAL INVESTMENT
               RESTRICTION WITH RESPECT TO CERTAIN OIL, GAS AND
MINERAL
               INTERESTS

                     (For all funds except the Utilities Growth
and Income
          Fund)    

The Trustees are recommending that            the     fund's
fundamental
investment restriction with respect to investments in oil, gas
and mineral leases, rights or
royalty contracts be eliminated.  The current restriction states
that        
   the     fund may not:

   "Buy or sell oil, gas or other mineral leases, rights or
royalty contracts."

Putnam Management recommended that this restriction be eliminated
because it is
unnecessary in light of current regulatory requirements; the 1940
Act does not require the
           fund     to have such a restriction.

Putnam Management believes that the current restriction is
unnecessarily restrictive, and
could prevent the fund from investing in certain opportunities to
the fullest extent that
Putnam Management believes would best serve the fund's investment
objective.  If the
proposal is approved, the fund would be able to invest,
consistent with applicable regulatory
requirements, in a variety of securities the value of which is
dependent upon the value of oil,
gas and mineral interests, including securities which represent
interests in, are secured by, or
are issued by companies which deal in, such interests.

Investments in oil, gas and other mineral leases, rights or
royalty contracts       
   ,     and in securities which derive their value in part from
such instruments, entail
certain risks.  The prices of these investments are subject to
substantial fluctuations, and may
be affected by unpredictable economic and political circumstances
such as social, political or
military disturbances, the taxation and regulatory policies of
various governments, the
activities and policies of OPEC (an organization of major oil
producing countries),
           the existence of cartels in such industries, the
discovery of new    
reserves and the development of new techniques for producing,
refining and transporting
such materials and related products, the development of new
technology, energy conservation
practices, and the development of alternative energy sources and
alternative uses for such
materials and related products.  In addition, in order to enforce
its rights in the event of a
default of an issuer of these securities,            the     fund
may be required
to participate in various legal proceedings or take possession of
and manage assets securing
the issuer's obligations.  This could increase            the    
fund's operating
expenses and adversely affect the fund's net asset value.

Required vote.  Approval of this proposal by            a    
fund requires the
affirmative vote of the lesser of (1) more than 50% of the
outstanding shares of the fund, or
(2) 67% or more of the shares of the fund present at the meeting
if more than 50% of the
outstanding shares of the fund are present at the meeting in
person or by proxy.  

4.F.2.         ELIMINATING THE FUND'S FUNDAMENTAL INVESTMENT
               RESTRICTION WITH RESPECT TO                
CERTAIN
               OIL, GAS AND MINERAL INTERESTS

                     (For the Utilities Growth and Income Fund
only)    

The Trustees are recommending that the                 fund's
fundamental
investment restriction with respect to investments in oil, gas
and mineral leases, rights or
royalty contracts be eliminated.  The current restriction states
that the fund may not:

   "Buy or sell oil, gas or other mineral leases, rights or
royalty contracts, although it may
   purchase securities of issuers which deal in, represent
interests in, or are secured by
   interests in such leases, rights, or contracts, and it may
acquire or dispose of such
   leases, rights, or contracts acquired through the exercise of
its rights as a holder of debt
   obligations secured thereby."

Putnam Management recommended that this restriction be eliminated
because it is
unnecessary in light of current regulatory requirements; the 1940
Act does not require the
fund to have such a restriction.                  Putnam
Management also
believes that eliminating the restriction will provide the fund
with maximum investment
flexibility.

Investments in oil, gas and other mineral leases, rights or
royalty contracts and in securities
which derive their value in part from such instruments, entail
certain risks.  The prices of
these investments are subject to substantial fluctuations, and
may be affected by unpredictable
economic and political circumstances such as social, political or
military disturbances, the
taxation and regulatory policies of various governments, the
activities and policies of OPEC
(an organization of major oil producing countries), the existence
of cartels in such industries,
the discovery of new reserves and the development of new
techniques for producing, refining
and transporting such materials and related products, the
development of new technology,
energy conservation practices, and the development of alternative
energy sources and
alterative uses for such materials and related products.  In
addition, in order to enforce its
rights in the event of a default of an issuer of these
securities, the fund may be required to
participate in various legal proceedings or take possession of
and manage assets securing the
issuer's obligations.  This could increase the fund's operating
expenses and adversely affect
the fund's net asset value.

Required vote.  Approval of this proposal requires the
affirmative vote of the lesser of (1)
more than 50% of the outstanding shares of the fund, or       
   (2)     67%
or more of the shares of the fund present at the meeting if more
than 50% of the outstanding
shares of the fund are present at the meeting in person or by
proxy.  

4.G. ELIMINATING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION
     WITH RESPECT TO INVESTING TO GAIN CONTROL OF A COMPANY'S
     MANAGEMENT

                (For all funds)    

The Trustees are recommending that            the     fund's
fundamental
investment restriction which states that the fund may not "make
investments for the purpose
of gaining control of a company's management" be eliminated. 
Eliminating the restriction
would make it clear that            the     fund can freely
exercise its rights as
a shareholder of the various companies in which it may invest,
which        
   could     at times fall under the technical definition of
control        
   under the securities laws    .  These rights may include the
right to actively oppose
or support the management of such companies.

With respect to the Fixed-Income Funds, this proposal will not
impact the majority of
           investments.    

Putnam Management believes that eliminating this restriction will
allow        
   the     fund maximum flexibility to protect the value of its
investments through
influencing management of companies in which it may invest. 
Putnam Management believes
that            the     fund should be allowed to freely
communicate its views
as a shareholder on matters of policy to management, the board of
directors, and other
shareholders when a policy may affect the value of the fund's
investment.  Activities in
which            the     fund may engage might include the fund,
either
individually or with others, seeking changes in a company's
goals, management, or board of
directors, seeking the sale of some or all of a company's assets,
or voting to participate in or
oppose a takeover effort with respect to a company.  Although
Putnam Management believes
that            the     fund currently may engage in such
activities without
necessarily violating this restriction, it believes that
eliminating the restriction will eliminate
any potential obstacle to            the     fund in protecting
       
   its     interests as            a shareholder    .

This area of corporate activity is highly prone to litigation,
and whether or not the restriction
is eliminated,            the     fund could be drawn into
lawsuits related to
these activities.             The     fund will direct its
efforts toward those
instances where Putnam Management believes the potential for
benefit to the fund outweighs
potential litigation risks.

Required vote.  Approval of this proposal by            a    
fund requires the
affirmative vote of the lesser of (1) more than 50% of the
outstanding shares of the fund, or
(2) 67% or more of the shares of the fund present at the meeting
if more than 50% of the
outstanding shares of the fund are present at the meeting in
person or by proxy.  

5. AMENDING THE AGREEMENT AND DECLARATION OF TRUST        
      OF PUTNAM CAPITAL MANAGER TRUST     TO PERMIT ISSUANCE
   OF ADDITIONAL CLASSES OF SHARES

The Agreement and Declaration of Trust of            Putnam
Capital
Manager     Trust (the "Declaration of Trust") currently provides
for the issuance of one
class of shares for each series (or            fund)     of the
Trust.  The
Trustees recommend that they be authorized to amend the
Declaration of Trust to permit the
Trustees, without further shareholder action, to issue one or
more additional classes of shares
of the funds, having such preferences and special or relative
rights and privileges as the
Trustees may determine.

The purpose of these amendments would be to permit the Trust to
take advantage of
alternative methods of selling shares of the funds.  Presently,
shares of the funds are sold
           only     at net asset value to separate accounts of
various insurers
with no sales commission or load being charged.  The Trust and
its underwriter, Putnam
Mutual Funds, are currently considering offering insurance
company separate accounts the
option of buying shares that bear ongoing distribution fees paid
to Putnam Mutual Funds for
its services and expenses in connection with the sale of such
shares, including promotional
incentives paid to dealers that sell variable insurance products. 
The costs associated with the
distribution of such shares would be allocated among those
insurance company separate
accounts that elect this optional method of purchasing shares. 
Contract Owners whose
accounts are currently allocated to shares of the funds would not
bear any portion of such
costs            with respect to such accounts.

Any                     additional classes of shares of a        
        fund would participate on a proportionate basis with all
other classes of shares
in all other respects, including investment income, realized and
unrealized gains and losses
on portfolio investments, and other operating expenses.  All
classes of shares will generally
vote together as a single class, except            when     a
particular matter
affects a class materially differently from other classes, in
which case a class will vote
separately as to that matter.

The offering of new classes of shares is not expected to have any
adverse affect on the funds'
current shareholders.  Costs attributable to any new classes of
shares will be borne solely by
shareholders of any such class, and not current shareholders,
unless they elect to purchase
shares of            a newly created     class.

The Trustees believe that providing alternative methods of
purchasing shares of the
           funds     may lead to increased sales, resulting in
greater investment
flexibility and, to the extent of any increase in the size of a
fund, possible reductions in
operating expense ratios for all classes due to economies of
scale, thus        
   benefiting     both existing           .      and future
shareholders.

The proposed amendments would permit the creation of additional
classes of shares for other
purposes as well.  However, the Trustees have no present
intention of creating additional
classes of shares for purposes other than as described above.

Required vote.  Approval of this proposal as to            a
fund     will
require the affirmative vote of a majority of outstanding shares
of            that
fund voting separately    .

If the shareholders of            any fund     do not approve the
proposal, the
Declaration of Trust will remain unchanged as to any such        
   fund    .  

Further Information About Voting and the Shareholder
Meeting           .    

Quorum and Methods of Tabulation.  Thirty percent of the shares
entitled to
vote            --    present in person or represented by proxy
       
   --     constitutes a quorum for the transaction of business
with respect to any
proposal at the meeting (unless otherwise noted in the proxy
statement). Shares represented
by proxies that reflect abstentions will be counted as shares
that are present and entitled to
vote on the matter for purposes of determining the presence of a
quorum.  Votes cast by
proxy or in person at the meeting will be counted by persons
appointed by each fund as
tellers for the meeting.

The tellers will count the total number of votes cast "for"
approval of the proposals for
purposes of determining whether sufficient affirmative votes have
been cast.  With respect to
the election of Trustees and selection of auditors, abstentions
do not have any effect on the
outcome of the proposal. With respect to any other proposals,
abstentions have the effect of a
negative vote on the proposal.  Each of the Insurance Companies
holding shares of the funds
have agreed to vote their shares in proportion to and in the
manner instructed by Contract
Owners.  As stated previously, if instructions are not received
or a Contract Owner leaves
the voting discretionary for a particular fund, the relevant
Insurance Company will vote
shares in the same proportion as shares of that fund for which it
has received instructions.

Other business.  The Trustees know of no other business to be
brought before the meeting. 
However, if any other matters properly come before the meeting,
it is their intention that
absent specific Contract Owner instructions to the contrary, the
Insurance Companies holding
shares of the funds will vote on such matters in accordance with
their best judgment.

Simultaneous meetings.  The meeting of shareholders of the Trust
is called to be held at the
same time as the meetings of shareholders of certain of the other
Putnam funds.  It is
anticipated that all meetings will be held simultaneously. If any
shareholder at the meeting
objects to the holding of a simultaneous meeting and moves for an
adjournment of the
meeting to a time promptly after the simultaneous meetings, the
persons named as proxies
will vote in favor of such adjournment.

Solicitation of proxies and voting instructions.  In addition to
soliciting proxies and voting
instructions by mail, Trustees of each fund and employees of the
Insurance Companies,
Putnam Management, Putnam Fiduciary Trust Company and Putnam
Mutual Funds may
solicit voting instructions from Contract Owners in person or by
telephone.  Each fund may
also arrange to have voting instructions recorded by telephone. 
The telephone voting
procedure is designed to authenticate Contract Owners'
identities, to allow them to direct the
voting of shares attributable to their accounts in accordance
with their instructions and to
confirm that their instructions have been properly recorded. 
Each fund has been advised by
counsel that these procedures are consistent with the
requirements of applicable law.  If these
procedures were subject to a successful legal challenge, such
votes would not be counted at
the meeting.  Your fund is unaware of any such challenge at this
time.  Contract Owners
would be called at the phone number the Insurance Companies or
Putnam Investments, as the
case may be, has in its records for their accounts, and would be
asked for their Social
Security number or other identifying information.  The Contract
Owners would then be given
an opportunity to give their voting instructions.  To ensure that
the Contract Owners'
instructions have been recorded correctly, they will also receive
a confirmation of their
instructions in the mail.  A special toll-free number will be
available in case the information
contained in the confirmation is incorrect.

Each fund's Trustees have adopted a general policy of maintaining
confidentiality in the
voting of proxies.

Proxies                 may be solicited from shareholders who
have not voted
or who have abstained from voting            ; voting
instructions may be
solicited     from Contract Owners who have not provided voting
instructions or have
abstained from providing voting instructions.

Each of the funds has also retained at its expense D.F.  King &
Co.  Inc., 77 Water Street,
New York, NY 10055, to aid in the solicitation            of    
instructions
for registered accounts, for a fee not to exceed $17,500        
   for all funds in
the aggregate     plus reasonable out-of-pocket expenses for
mailing and phone costs.

Revocation of proxies.  Proxies executed by any of the Insurance
Companies may be revoked
at any time before they are voted by a written revocation
received by the Clerk of the
appropriate fund, by properly executing a later       
   -    dated proxy or by
attending the meeting and voting in person.

Date for receipt of shareholders' proposals for subsequent
meetings of shareholders.  The
Trust's Agreement and Declaration of Trust does not provide for
annual meetings of
shareholders, and the Trust does not currently intend to hold
such a meeting in 1997. 
Shareholder proposals for inclusion in the proxy statement for
any subsequent meeting must
be received by the Trust within a reasonable period of time prior
to any such meeting.

Adjournment.  If sufficient votes in favor of any of the
proposals set forth in the Notice of
the Meeting are not received by the time scheduled for the
meeting, the persons named as
proxies may propose adjournments of the meeting for a period or
periods of not more than
60 days in the aggregate to permit further solicitation of
proxies with respect to any of such
proposals. Any adjournment will require the affirmative vote of a
majority of the votes cast
on the question in person or by proxy at the session of the
meeting to be adjourned.  The
appropriate Insurance Companies will vote in favor of such
adjournment those shares which
they are entitled to vote in favor of such proposals.  They will
vote against such adjournment
those shares required to be voted against such proposals.  Such
fund pays the costs of any
additional solicitation and of any adjourned session.  Any
proposals for which sufficient
favorable votes have been received by the time of the meeting may
be acted upon and
considered final regardless of whether the meeting is adjourned
to permit additional
solicitation with respect to any other proposal.

Financial information.  The Trust will furnish, without charge,
to any of its shareholders
upon request a copy of the Trust's annual report for its most
recent fiscal year, and a copy of
its semiannual report for any subsequent semiannual period.  Such
requests may be directed
to Putnam Investor Services,            P O    .  Box 41203,
Providence, RI
02940-1203 or 1-800-225-1581.

Further Information About Your            Fund     

Limitation of Trustee liability.  The Agreement and Declaration
of Trust of the Trust
provides that the Trust 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 Trust, 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 Trust
or that such indemnification
would relieve any officer or Trustee of any liability to the
Trust or its shareholders arising
by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of his or
her duties.  The Trust, at its expense, provides liability
insurance for the benefit of its
Trustees and officers.

Audit and Nominating Committees.  The voting members of the Audit
Committee of the
Trust include only Trustees who are not "interested persons" of
the Trust by reason of any
affiliation with Putnam Investments and its affiliates.  The
Audit Committee currently
consists of Messrs. Estin (Chairman), Perkins (without vote),
Putnam, III (without vote),
Shapiro, Smith (without vote), and Ms. Kennan.  The Nominating
Committee consists only
of Trustees who are not "interested persons" of the Trust or
Putnam Management.  The
Nominating Committee currently consists of Dr. Pounds and Ms.
Kennan (Co- chairpersons),
Ms. Baxter, and Messrs. Estin, Hill, Jackson, Patterson, Shapiro,
and Thorndike.

Officers and other information.  In addition to George Putnam and
Lawrence J. Lasser, the
officers of the Trust are as follows:

               

                                                         
   Year First
                                                  Elected
Name (age)               Office (Specific fund only)   to Office 


Charles E. Porter (58)   Executive Vice President      1989
Patricia C. Flaherty (49)                         Senior Vice
President    1993
John D. Hughes (61)      Senior Vice President    1988
Gordon H. Silver (49)    Vice President           1990
Gary N. Coburn (50)      Vice President           1994
Peter Carman (55)        Vice President           1994
Tim Ferguson (39)        Vice President           1996
Brett C. Browchuk (33)   Vice President           1994
D. William Kohli* (35)   Vice President
                         (Diversified Income Fund 
                         and Global Asset Allocation 
                         Fund)                    1994
Anthony I. Kreisel* (51)                          Vice President 
                         (Growth and Income Fund) 1993
William J. Landes** (43)                          Vice President 
                         (Global Asset Allocation)     1993
Michael Martino* (43)    Vice President 
                         (Diversified Income Fund)     1994
Carol C. McMullen* (41)  Vice President 
                         (Global Growth Fund)     1996
Robert Swift* (36)       Vice President 
                         (Global Growth Fund)     1996
Ami T. Kuan* (34)        Vice President 
                         (Global Growth Fund)     1996
Daniel L. Miller* (39)   Vice President 
                         (New Opportunities Fund)  1994
Robert R. Beck* (56)     Vice President 
                         (Voyager Fund)           1995
Richard M. Frucci* (51)  Vice President 
                         (Global Asset Allocation Fund)           
        1995
Roland W. Gillis* (47)   Vice President
                         (Voyager Fund)           1995
David L. King* (39)      Vice President 
                         (Growth and Income Fund, 
                         Global Asset Allocation Fund) 1993
Jennifer E. Leichter* (35)                        Vice President
                         (Diversified Income Fund)     1994
Neil J. Powers* (34)     Vice President
                         (Diversified Income Fund)     1994
Christopher A. Ray* (33) Vice President
                         (Utilities Growth and Income 
                         Fund and Global Asset 
                         Allocation Fund)         1994
Sheldon N. Simon* (39)   Vice President
                         (Utilities Growth and 
                         Income Fund)             1992
John K. Storkerson* (57) Vice President 
                         (Global Growth Fund and 
                         Global Asset Allocation Fund) 1992
Charles H. Swanberg* (48)                         Vice President
                         (Voyager Fund)           1994
Kenneth J. Taubes* (38)  Vice President 
                         (U.S. government and 
                         High Quality Fund)       1994
David K. Thomas* (54)    Vice President 
                         (Asia Pacific Growth Fund)    1995
Rosemary H. Thomsen* (35)                         Vice President
                         (High Yield Fund)        1990
David J. Santos* (38)    Vice President 
                         (Global Asset Allocation Fund)           
        1995
Mark J. Siegel* (36)     Vice President 
                         (Diversified Income Fund)     1995
Lindsey C. Strong* (35)  Vice President 
                         (Money Market Fund)      1992
William N. Shiebler (54)***.                      Vice President  
        1991
John R. Verani (57)      Vice President           1988 
Paul M. O'Neil (43)      Vice President           1992 
Beverly Marcus (52)      Clerk                    
1988                   


*One of the fund's portfolio managers

**Lead Portfolio Manager

***President of Putnam Mutual Funds

All of the officers are employees of Putnam Management or its
affiliates.  Because of their
positions with Putnam Management or its affiliates or their
ownership of stock of Marsh &
McLennan Companies, Inc., the parent corporation of Putnam
Management and Putnam
Mutual Funds, Messrs. Putnam, George Putnam, III, Lasser and
Smith (nominees for
Trustees of the Trust), as well as the officers of the Trust,
will benefit from the management
fees, custodian fees, and investor servicing fees paid or allowed
by the Trust.

Assets and shares outstanding of each fund 
as of September 6, 1996 






Fund Name
     Net Assets
     Number of
     Shares
       
       
            
        Outsta
     nding    


Asia Pacific Growth Fund
$        
   100,877,401
    
9,900,277


Diversified Income Fund
425,022,368
39,950,129


Global Asset Fund
642,439,778
40,868,193


Global Growth Fund
1,116,330,002
72,634,571


Growth and Income Fund
4,596,752,406
       
   210,264,528
    


High Yield Fund
647,038,729
52,704,280


Money Market Fund
453,896,399
453,896,399


U.S. Government and High Quality Fund
743,534,350
59,426,435


New Opportunities Fund
1,319,777,118
77,841,534


Utilities Growth and Income Fund
590,101,419
44,006,052


Voyager Fund
2,815,940,337
90,728,697


           Beneficial ownership of shares by each Insurance
Company as of
    
           September 5,  1996.     
               
ASIA PACIFIC GROWTH FUND

                (1)      ITT Hartford Life Insurance
Companies9,523,251 shares
          200 Hopmeadow Street
          Simsbury, Connecticut 06089

     (2)  Paragon Life Insurance Co.                          
1,632 shares
          100 South Brentwood Blvd 
          St. Louis, Missouri 63105

     (3)  ReliaStar Financial Group                         
375,393 shares
          20 Washington Avenue South 
          Route No. 1225 01 
          Minneapolis, Minnesota 554    

DIVERSIFIED INCOME FUND

                (1)      ITT Hartford Life Insurance
Companies38,896,969 shares
          200 Hopmeadow Street
          Simsbury, Connecticut 06089


     (2)  Paragon Life Insurance Co.                          
1,149 shares
          100 South Brentwood Blvd 
          St. Louis, Missouri 63105

     (3)  American Enterprise Life Insurance Company        
170,777 shares
          733 Marquette Avenue 
          Minneapolis, Minnesota 55402 

     (4)  ReliaStar Financial Group                         
881,232 shares
          20 Washington Avenue South 
          Route No. 1225 
          Minneapolis, Minnesota 55401     

GLOBAL ASSET ALLOCATION FUND

                (1)      ITT Hartford Life Insurance Companies
40,867,641 shares
          200 Hopmeadow Street
          Simsbury, Connecticut 06089

     (2)  Paragon Life Insurance Co.                            
552 shares
          100 South Brentwood Blvd 
          St. Louis, Missouri 63105    

GLOBAL GROWTH FUND

                (1)      ITT Hartford Life Insurance Companies
72,633,545 shares
          200 Hopmeadow Street
          Simsbury, Connecticut 06089

     (2)  Paragon Life Insurance Co.                          
1,026 shares
          100 South Brentwood Blvd 
          St. Louis, Missouri 63105    

GROWTH AND INCOME FUND

                (1)      ITT Hartford Life Insurance Companies
207,209,115 shares
          200 Hopmeadow Street
          Simsbury, Connecticut 06089

     (2)  Paragon Life Insurance Co.                          
1,733 shares
          100 South Brentwood Blvd 
          St. Louis, Missouri 63105

     (3)  American Enterprise Life Insurance Company        
186,716 shares
          733 Marquette Avenue 
          Minneapolis, Minnesota 55402

     (4)  Investors Life                                  
1,462,066 shares
          701 Brazos Street 
          Suite 1400 
          Austin, Texas 78701 

     (5)  ReliaStar Financial Group                       
1,404,894 shares
          20 Washington Avenue South 
          Route No. 1225 
          Minneapolis, Minnesota 55401 

HIGH YIELD FUND

     (1)  ITT Hartford Life Insurance Companies          
52,598,640 shares
          200 Hopmeadow Street
          Simsbury, Connecticut 06089

     (2)  Paragon Life Insurance Co.                          
1,465 shares
          100 South Brentwood Blvd 
          St. Louis, Missouri 63105

     (3)  American Enterprise Life Insurance Company        
104,173 shares
          733 Marquette Avenue 
          Minneapolis, Minnesota 55402                     

MONEY MARKET FUND

                (1)      ITT Hartford Life Insurance Companies
440,674,015 shares
          200 Hopmeadow Street
          Simsbury, Connecticut 06089

     (2)  Paragon Life Insurance Co.                          
2,539 shares
          100 South Brentwood Blvd 
          St. Louis, Missouri 63105

     (3)  Investors Life                                 
13,219,843 shares
          701 Brazos Street 
          Suite 1400 
          Austin, Texas 78701     

NEW OPPORTUNITIES FUND

                (1)      ITT Hartford Life Insurance Companies
72,752,537 shares
          200 Hopmeadow Street
          Simsbury, Connecticut 06089

     (2)  Paragon Life Insurance Co.                          
2,212 shares
          100 South Brentwood Blvd 
          St. Louis, Missouri 63105

     (3)  American Enterprise Life Insurance Company        
209,257 shares
          733 Marquette Avenue 
          Minneapolis, Minnesota 55402 

     (4)  American Express Financial Advisors             
3,632,631 shares
          IDS Life Flexible Portfolio Annuity 
          733 Marquette Avenue 
          Minneapolis, Minnesota 55402 

     (5)  ReliaStar Financial Group                       
1,244,894 shares
          20 Washington Avenue South 
          Route No. 1225 
          Minneapolis, Minnesota 55401     

U.S. GOVERNMENT AND HIGH QUALITY BOND FUND

                (1)      ITT Hartford Life Insurance Companies
58,310,033 shares
          200 Hopmeadow Street
          Simsbury, Connecticut 06089

     (2)  Paragon Life Insurance Co.                             
37 shares
          100 South Brentwood Blvd 
          St. Louis, Missouri 63105

     (3)  Investors Life                                  
1,116,363 shares
          701 Brazos Street 
          Suite 1400 
          Austin, Texas 78701     

UTILITIES GROWTH AND INCOME FUND

                (1)      ITT Hartford Life Insurance Companies
43,519,455 shares
          200 Hopmeadow Street
          Simsbury, Connecticut 06089


     (2)  Paragon Life Insurance Co.                             
55 shares
          100 South Brentwood Blvd 
          St. Louis, Missouri 63105

     (3)  ReliaStar Financial Group                         
486,540 shares
          20 Washington Avenue South 
          Route No. 1225 
          Minneapolis, Minnesota 55401 

VOYAGER FUND
                                                         
88,764,747 shares
     (1)  ITT Hartford Life Insurance Companies 
          200 Hopmeadow Street
          Simsbury, Connecticut 06089

     (2)  Paragon Life Insurance Co.                            
989 shares
          100 South Brentwood Blvd 
          St. Louis, Missouri 63105

     (3)  Investors Life                                    
107,706 shares
          701 Brazos Street 
          Suite 1400 
          Austin, Texas 78701 

     (4)  ReliaStar Financial Group                       
1,855,252 shares
          20 Washington Avenue South 
          Route No. 1225 
          Minneapolis, Minnesota 55401                     



PUTNAMINVESTMENTS
The Putnam Funds

One Post Office Square
Boston, Massachusetts  02109
Toll-free 1-800-225-1581


                            IDS LIFE INSURANCE COMPANY    


           Voting Instructions for the Meeting of
Shareholders     to be held on December 5, 1996            For
Putnam Capital Manager Trust.    

           This Instruction Card is solicited by the IDS Life
Insurance Company ("IDS Life") from owners of variable annuity
contracts and/or variable life insurance policies issued by IDS
Life who have specified that a portion of their investment be
allocated to the fund.    

           Please fold and detach at perforation.  Return only
the Instruction Card below.

FUND:  PCM NEW OPPORTUNITIES FUND

The undersigned contract/policy owner hereby instructs that the
votes attributable to the undersigned's interests with respect to
the Fund be cast as directed on the reverse side, at the Meeting
of Shareholders of Putnam Capital Manager Trust     on December
5, 1996, at 2:00 p.m., Boston time, and at any adjournments
thereof           .    

           THE INTERESTS TO WHICH THIS FORM OF INSTRUCTION
RELATES WHEN PROPERLY EXECUTED WILL BE VOTED BY IDS LIFE IN THE
MANNER DIRECTED HEREIN BY THE UNDERSIGNED.  IF NO DIRECTION IS
MADE, THE VOTES ATTRIBUTABLE TO THIS INSTRUCTION FORM WILL BE
VOTED IN FAVOR OF ELECTING TRUSTEES AS SET FORTH IN PROPOSAL 1
AND IN FAVOR OF EACH OF THE OTHER PROPOSALS LISTED ON THE REVERSE
SIDE.  INTERESTS FOR WHICH NO INSTRUCTIONS HAVE BEEN RECEIVED BY
IDS LIFE WILL BE VOTED IN THE SAME RATIO AS VOTES FOR WHICH
INSTRUCTIONS HAVE BEEN RECEIVED BY IDS LIFE FOR THE FUND.  The
undersigned, by completing this form, does hereby authorize IDS
Life and its affiliates and employees to exercise their
discretion in voting upon such other business as     may properly
come before the meeting.


                                                             ----
- ------------------------------------    
                                                         
   Contract/policy owner sign here                Date    


                                                             ----
- ------------------------------------    
                                                             Co-
    owner sign here                               
          Date


THE TRUSTEES RECOMMEND A VOTE FOR ELECTING ALL OF THE NOMINEES
FOR TRUSTEES AND FOR THE OTHER PROPOSALS LISTED BELOW.

           Where there is more than one version of a proposal set
forth below you are only voting on the version applicable to your
fund or sub-account as set forth in the Proxy Statement.    

Please mark your choices / X / in blue or black ink.

1.   Proposal to elect Trustees 
     The nominees for Trustees are: J.A. Baxter, H.H. Estin, J.A.
     Hill, R.J. Jackson, E.T. Kennan, L.J. Lasser, R.E.
     Patterson, D.S. Perkins, W.F. Pounds, G. Putnam, G. Putnam,
     III, E. Shapiro, A.J.C. Smith and W.N. Thorndike.

/  /      FOR electing all the nominees 
          (except as indicated to the contrary below)

/  /      WITHHOLD authority to vote for all nominees

To withhold authority to vote for one or more of the nominees,
write those nominees' names below:

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 


PROPOSAL TO:




2.

Ratify the selection
of Price Waterhouse
LLP as the
independent auditors
of your fund.
FOR


/    /
AGAINST


/    /
ABSTAIN


       
   /    /


3.







    
               
Amend the fund's
fundamental
investment
restriction with
respect to:






       
   B.1.
/2.    
Investments in the
voting securities of
a single issuer.

/    /

/    /

       
       / 
   /




       
   C.

Making loans.    

/    /

       
   /    
/

/    /




D.1.

Investments in real
estate.
/    /
/    /
/    /



E.
Concentration of its
assets.
/    /
/    /
/    /



F.
Senior securities.
/    /
/    /
/    /



G.
Investments in
commodities.
/    /
/    /
/    /


4.

Eliminate the fund's
fundamental
investment
restriction with
respect to:






A.
Investments in
securities of
issuers in which
management of the
fund or Putnam
Investment
Management owns
securities.
/    /
/    /
/    /



B.
Margin transactions.
/    /
/    /
/    /



C.
Short sales.
/    /
/    /
/    /



D.
Pledging assets.
/    /
/    /
/    /




    
       
   F.1.
/2.    
Investments in
certain oil, gas and
mineral
interests       
   .    

/    /

/    /

/    /



G.
Investing to gain
control of a
company's
management       
   .    

/    /

/    /

/    /


5.

Amend the        
        Declaration
of            Trust
of the Putnam
Capital Manager    
Trust to permit the
issuance of
additional classes
of shares       
   .    
/    /
/    /
/    /


                          PARAGON LIFE INSURANCE COMPANY    


           Voting Instructions for the Meeting of
Shareholders     to be held on December 5, 1996            For
Putnam Capital Manager Trust.    

           This Instruction Card is solicited by the Paragon Life
Insurance Company ("Paragon Life") from owners of group variable
universal life policies issued by Paragon Life who have specified
that a portion of their investment be allocated to the fund.    

           Please fold and detach at perforation.  Return only
the Instruction Card below.

FUND:  PCM DIVERSIFIED INCOME FUND

The undersigned policy owner hereby instructs that the votes
attributable to the undersigned's interests with respect to the
Fund be cast as directed on the reverse side, at the Meeting of
Shareholders of Putnam Capital Manager Trust     on December 5,
1996, at 2:00 p.m., Boston time, and at any adjournments
thereof           .    

           THE INTERESTS TO WHICH THIS FORM OF INSTRUCTION
RELATES WHEN PROPERLY EXECUTED WILL BE VOTED BY PARAGON LIFE IN
THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED.  IF NO DIRECTION
IS MADE, THE VOTES ATTRIBUTABLE TO THIS INSTRUCTION FORM WILL BE
VOTED IN FAVOR OF ELECTING TRUSTEES AS SET FORTH IN PROPOSAL 1
AND IN FAVOR OF EACH OF THE OTHER PROPOSALS LISTED ON THE REVERSE
SIDE.  INTERESTS FOR WHICH NO INSTRUCTIONS HAVE BEEN RECEIVED BY
PARAGON LIFE WILL BE VOTED IN THE SAME RATIO AS VOTES FOR WHICH
INSTRUCTIONS HAVE BEEN RECEIVED BY PARAGON LIFE FOR THE FUND. 
The undersigned, by completing this form, does hereby authorize
Paragon Life and its affiliates and employees to exercise their
discretion in voting upon such other business as     may properly
come before the meeting.


                         
                     -----------------------------------    
                         
                     Policy owner sign here       
     Date    


                         
                     -----------------------------------    
                         
                     Co-    owner sign here       
          Date

THE TRUSTEES RECOMMEND A VOTE FOR ELECTING ALL OF THE NOMINEES
FOR TRUSTEES AND FOR THE OTHER PROPOSALS LISTED BELOW.

           Where there is more than one version of a proposal set
forth below you are only voting on the version applicable to your
fund or sub-account as set forth in the Proxy Statement.    

Please mark your choices / X / in blue or black ink.

1.   Proposal to elect Trustees 
     The nominees for Trustees are: J.A. Baxter, H.H. Estin, J.A.
     Hill, R.J. Jackson, E.T. Kennan, L.J. Lasser, R.E.
     Patterson, D.S. Perkins, W.F. Pounds, G. Putnam, G. Putnam,
     III, E. Shapiro, A.J.C. Smith and W.N. Thorndike.

/  /      FOR electing all the nominees 
          (except as indicated to the contrary below)

/  /      WITHHOLD authority to vote for all nominees

To withhold authority to vote for one or more of the nominees,
write those nominees' names below:

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 


PROPOSAL TO:




2.

Ratify the
selection of Price
Waterhouse LLP as
the independent
auditors of your
fund.
FOR


/    /
AGAINST


/    /
ABSTAIN


       
   /   
 /


3.







    
               
Amend the fund's
fundamental
investment
restriction with
respect to:






A.
Diversification.
/    /
/    /
/    /



B.1   <
/R>

    
   .
Investments in the
voting securities
of a single issuer.

/    /

/    /


    
       
       
/    /




       
   C.

Making loans.    

/    /

       
   /    
/

/    /



D.2./3.
Investments in real
estate.
/    /
/    /
/    /



E.
Concentration of
its assets.
/    /
/    /
/    /



F.
Senior securities.
/    /
/    /
/    /



G.
Investments in
commodities.
/    /
/    /
/    /


4.

Eliminate the
fund's fundamental
investment
restriction with
respect to:






A.
Investments in
securities of
issuers in which
management of the
fund or Putnam
Investment
Management owns
securities.



/    /



/    /
    


/    /



B.
Margin
transactions.
/    /
/    /
/    /



C.
Short sales.
/    /
/    /
/    /



D.
Pledging assets.
/    /
/    /
/    /



       
   E.1.
/2.    
Investments in
restricted
securities.

/    /

/    /

/    /



F.1   <
/R>

    
   .
Investments in
certain oil, gas
and mineral
interests
    
       
   .    

/    /

/    /

/    /



G.
Investing to gain
control of a
company's
management       
   .    

/    /

/    /

/    /


5.

Amend the        
        Declaration
of            Trust
of Putnam Capital
Manager     Trust
to permit the
issuance of
additional classes
of shares       
   .    



/    /




/    /



/    /





                          PARAGON LIFE INSURANCE COMPANY    


           Voting Instructions for the Meeting of
Shareholders     to be held on December 5, 1996            For
Putnam Capital Manager Trust.    

           This Instruction Card is solicited by the Paragon Life
Insurance Company ("Paragon Life") from owners of group variable
universal life policies issued by Paragon Life who have specified
that a portion of their investment be allocated to the fund.    

           Please fold and detach at perforation.  Return only
the Instruction Card below.

FUND:  PCM GROWTH AND INCOME FUND

The undersigned policy owner hereby instructs that the votes
attributable to the undersigned's interests with respect to the
Fund be cast as directed on the reverse side, at the Meeting of
Shareholders of Putnam Capital Manager Trust     on December 5,
1996, at 2:00 p.m., Boston time, and at any adjournments
thereof           .    

           THE INTERESTS TO WHICH THIS FORM OF INSTRUCTION
RELATES WHEN PROPERLY EXECUTED WILL BE VOTED BY PARAGON LIFE IN
THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED.  IF NO DIRECTION
IS MADE, THE VOTES ATTRIBUTABLE TO THIS INSTRUCTION FORM WILL BE
VOTED IN FAVOR OF ELECTING TRUSTEES AS SET FORTH IN PROPOSAL 1
AND IN FAVOR OF EACH OF THE OTHER PROPOSALS LISTED ON THE REVERSE
SIDE.  INTERESTS FOR WHICH NO INSTRUCTIONS HAVE BEEN RECEIVED BY
PARAGON LIFE WILL BE VOTED IN THE SAME RATIO AS VOTES FOR WHICH
INSTRUCTIONS HAVE BEEN RECEIVED BY PARAGON LIFE FOR THE FUND. 
The undersigned, by completing this form, does hereby authorize
Paragon Life and its affiliates and employees to exercise their
discretion in voting upon such other business as     may properly
come before the meeting.


                    
                     -----------------------------------    
                    
                     Policy owner sign here  
     Date    


                    
                     -----------------------------------    
                    
                     Co-    owner sign here  
          Date


THE TRUSTEES RECOMMEND A VOTE FOR ELECTING ALL OF THE NOMINEES
FOR TRUSTEES AND FOR THE OTHER PROPOSALS LISTED BELOW.

           Where there is more than one version of a proposal set
forth below you are only voting on the version applicable to your
fund or sub-account as set forth in the Proxy Statement.    

Please mark your choices / X / in blue or black ink.

1.   Proposal to elect Trustees 
     The nominees for Trustees are: J.A. Baxter, H.H. Estin, J.A.
     Hill, R.J. Jackson, E.T. Kennan, L.J. Lasser, R.E.
     Patterson, D.S. Perkins, W.F. Pounds, G. Putnam, G. Putnam,
     III, E. Shapiro, A.J.C. Smith and W.N. Thorndike.

/  /      FOR electing all the nominees 
          (except as indicated to the contrary below)

/  /      WITHHOLD authority to vote for all nominees

To withhold authority to vote for one or more of the nominees,
write those nominees' names below:

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 


PROPOSAL TO:




2.

Ratify the
selection of Price
Waterhouse LLP as
the independent
auditors of your
fund.
FOR


/    /
AGAINST


/    /
ABSTAIN


       
   /   
 /


3.







    
               
Amend the fund's
fundamental
investment
restriction with
respect to:






A.
Diversification.
/    /
/    /
/    /



B.1   <
/R>

    
   .
Investments in the
voting securities
of a single issuer.

/    /

/    /


    
       
       
/    /




       
   C.

Making loans.    

/    /

       
   /    
/

/    /



D.2./3.
Investments in real
estate.
/    /
/    /
/    /



E.
Concentration of
its assets.
/    /
/    /
/    /



F.
Senior securities.
/    /
/    /
/    /



G.
Investments in
commodities.
/    /
/    /
/    /


4.

Eliminate the
fund's fundamental
investment
restriction with
respect to:






A.
Investments in
securities of
issuers in which
management of the
fund or Putnam
Investment
Management owns
securities.



/    /



/    /
    


/    /



B.
Margin
transactions.
/    /
/    /
/    /



C.
Short sales.
/    /
/    /
/    /



D.
Pledging assets.
/    /
/    /
/    /



       
   E.1.
/2.    
Investments in
restricted
securities.

/    /

/    /

/    /



F.1   <
/R>

    
   .
Investments in
certain oil, gas
and mineral
interests
    
       
   .    

/    /

/    /

/    /



G.
Investing to gain
control of a
company's
management       
   .    

/    /

/    /

/    /


5.

Amend the        
        Declaration
of            Trust
of Putnam Capital
Manager     Trust
to permit the
issuance of
additional classes
of shares       
   .    



/    /




/    /



/    /





                          PARAGON LIFE INSURANCE COMPANY    


           Voting Instructions for the Meeting of
Shareholders     to be held on December 5, 1996            For
Putnam Capital Manager Trust.    

           This Instruction Card is solicited by the Paragon Life
Insurance Company ("Paragon Life") from owners of group variable
universal life policies issued by Paragon Life who have specified
that a portion of their investment be allocated to the fund.    

           Please fold and detach at perforation.  Return only
the Instruction Card below.

FUND:  PCM GLOBAL GROWTH FUND

The undersigned policy owner hereby instructs that the votes
attributable to the undersigned's interests with respect to the
Fund be cast as directed on the reverse side, at the Meeting of
Shareholders of Putnam Capital Manager Trust     on December 5,
1996, at 2:00 p.m., Boston time, and at any adjournments
thereof           .    

           THE INTERESTS TO WHICH THIS FORM OF INSTRUCTION
RELATES WHEN PROPERLY EXECUTED WILL BE VOTED BY PARAGON LIFE IN
THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED.  IF NO DIRECTION
IS MADE, THE VOTES ATTRIBUTABLE TO THIS INSTRUCTION FORM WILL BE
VOTED IN FAVOR OF ELECTING TRUSTEES AS SET FORTH IN PROPOSAL 1
AND IN FAVOR OF EACH OF THE OTHER PROPOSALS LISTED ON THE REVERSE
SIDE.  INTERESTS FOR WHICH NO INSTRUCTIONS HAVE BEEN RECEIVED BY
PARAGON LIFE WILL BE VOTED IN THE SAME RATIO AS VOTES FOR WHICH
INSTRUCTIONS HAVE BEEN RECEIVED BY PARAGON LIFE FOR THE FUND. 
The undersigned, by completing this form, does hereby authorize
Paragon Life and its affiliates and employees to exercise their
discretion in voting upon such other business as     may properly
come before the meeting.


                    
                     -----------------------------------    
                    
                     Policy owner sign here  
     Date    


                    
                     -----------------------------------    
                    
                     Co-    owner sign here  
          Date


THE TRUSTEES RECOMMEND A VOTE FOR ELECTING ALL OF THE NOMINEES
FOR TRUSTEES AND FOR THE OTHER PROPOSALS LISTED BELOW.

           Where there is more than one version of a proposal set
forth below you are only voting on the version applicable to your
fund or sub-account as set forth in the Proxy Statement.    

Please mark your choices / X / in blue or black ink.

1.   Proposal to elect Trustees 
     The nominees for Trustees are: J.A. Baxter, H.H. Estin, J.A.
     Hill, R.J. Jackson, E.T. Kennan, L.J. Lasser, R.E.
     Patterson, D.S. Perkins, W.F. Pounds, G. Putnam, G. Putnam,
     III, E. Shapiro, A.J.C. Smith and W.N. Thorndike.

/  /      FOR electing all the nominees 
          (except as indicated to the contrary below)

/  /      WITHHOLD authority to vote for all nominees

To withhold authority to vote for one or more of the nominees,
write those nominees' names below:

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 


PROPOSAL TO:




2.

Ratify the
selection of Price
Waterhouse LLP as
the independent
auditors of your
fund.
FOR


/    /
AGAINST


/    /
ABSTAIN


       
   /   
 /


3.







    
               
Amend the fund's
fundamental
investment
restriction with
respect to:






A.
Diversification.
/    /
/    /
/    /



B.1   <
/R>

    
   .
Investments in the
voting securities
of a single issuer.

/    /

/    /


    
       
       
/    /




       
   C.

Making loans.    

/    /

       
   /    
/

/    /



D.2./3.
Investments in real
estate.
/    /
/    /
/    /



E.
Concentration of
its assets.
/    /
/    /
/    /



F.
Senior securities.
/    /
/    /
/    /



G.
Investments in
commodities.
/    /
/    /
/    /


4.

Eliminate the
fund's fundamental
investment
restriction with
respect to:






A.
Investments in
securities of
issuers in which
management of the
fund or Putnam
Investment
Management owns
securities.



/    /



/    /
    


/    /



B.
Margin
transactions.
/    /
/    /
/    /



C.
Short sales.
/    /
/    /
/    /



D.
Pledging assets.
/    /
/    /
/    /



       
   E.1.
/2.    
Investments in
restricted
securities.

/    /

/    /

/    /



F.1   <
/R>

    
   .
Investments in
certain oil, gas
and mineral
interests
    
       
   .    

/    /

/    /

/    /



G.
Investing to gain
control of a
company's
management       
   .    

/    /

/    /

/    /


5.

Amend the        
        Declaration
of            Trust
of Putnam Capital
Manager     Trust
to permit the
issuance of
additional classes
of shares       
   .    



/    /




/    /



/    /





                          PARAGON LIFE INSURANCE COMPANY    


           Voting Instructions for the Meeting of
Shareholders     to be held on December 5, 1996            For
Putnam Capital Manager Trust.    

           This Instruction Card is solicited by the Paragon Life
Insurance Company ("Paragon Life") from owners of group variable
universal life policies issued by Paragon Life who have specified
that a portion of their investment be allocated to the fund.    

           Please fold and detach at perforation.  Return only
the Instruction Card below.

FUND:  PCM GLOBAL ASSET ALLOCATION FUND

The undersigned policy owner hereby instructs that the votes
attributable to the undersigned's interests with respect to the
Fund be cast as directed on the reverse side, at the Meeting of
Shareholders of Putnam Capital Manager Trust     on December 5,
1996, at 2:00 p.m., Boston time, and at any adjournments
thereof           .    

           THE INTERESTS TO WHICH THIS FORM OF INSTRUCTION
RELATES WHEN PROPERLY EXECUTED WILL BE VOTED BY PARAGON LIFE IN
THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED.  IF NO DIRECTION
IS MADE, THE VOTES ATTRIBUTABLE TO THIS INSTRUCTION FORM WILL BE
VOTED IN FAVOR OF ELECTING TRUSTEES AS SET FORTH IN PROPOSAL 1
AND IN FAVOR OF EACH OF THE OTHER PROPOSALS LISTED ON THE REVERSE
SIDE.  INTERESTS FOR WHICH NO INSTRUCTIONS HAVE BEEN RECEIVED BY
PARAGON LIFE WILL BE VOTED IN THE SAME RATIO AS VOTES FOR WHICH
INSTRUCTIONS HAVE BEEN RECEIVED BY PARAGON LIFE FOR THE FUND. 
The undersigned, by completing this form, does hereby authorize
Paragon Life and its affiliates and employees to exercise their
discretion in voting upon such other business as     may properly
come before the meeting.


                    
                     -----------------------------------    
                    
                     Policy owner sign here  
     Date    


                    
                     -----------------------------------    
                    
                     Co-    owner sign here  
          Date


THE TRUSTEES RECOMMEND A VOTE FOR ELECTING ALL OF THE NOMINEES
FOR TRUSTEES AND FOR THE OTHER PROPOSALS LISTED BELOW.

           Where there is more than one version of a proposal set
forth below you are only voting on the version applicable to your
fund or sub-account as set forth in the Proxy Statement.    

Please mark your choices / X / in blue or black ink.

1.   Proposal to elect Trustees 
     The nominees for Trustees are: J.A. Baxter, H.H. Estin, J.A.
     Hill, R.J. Jackson, E.T. Kennan, L.J. Lasser, R.E.
     Patterson, D.S. Perkins, W.F. Pounds, G. Putnam, G. Putnam,
     III, E. Shapiro, A.J.C. Smith and W.N. Thorndike.

/  /      FOR electing all the nominees 
          (except as indicated to the contrary below)

/  /      WITHHOLD authority to vote for all nominees

To withhold authority to vote for one or more of the nominees,
write those nominees' names below:

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 


PROPOSAL TO:




2.

Ratify the
selection of Price
Waterhouse LLP as
the independent
auditors of your
fund.
FOR


/    /
AGAINST


/    /
ABSTAIN


       
   /   
 /


3.







    
               
Amend the fund's
fundamental
investment
restriction with
respect to:






A.
Diversification.
/    /
/    /
/    /



B.1   <
/R>

    
   .
Investments in the
voting securities
of a single issuer.

/    /

/    /


    
       
       
/    /




       
   C.

Making loans.    

/    /

       
   /    
/

/    /



D.2./3.
Investments in real
estate.
/    /
/    /
/    /



E.
Concentration of
its assets.
/    /
/    /
/    /



F.
Senior securities.
/    /
/    /
/    /



G.
Investments in
commodities.
/    /
/    /
/    /


4.

Eliminate the
fund's fundamental
investment
restriction with
respect to:






A.
Investments in
securities of
issuers in which
management of the
fund or Putnam
Investment
Management owns
securities.



/    /



/    /
    


/    /



B.
Margin
transactions.
/    /
/    /
/    /



C.
Short sales.
/    /
/    /
/    /



D.
Pledging assets.
/    /
/    /
/    /



       
   E.1.
/2.    
Investments in
restricted
securities.

/    /

/    /

/    /



F.1   <
/R>

    
   .
Investments in
certain oil, gas
and mineral
interests
    
       
   .    

/    /

/    /

/    /



G.
Investing to gain
control of a
company's
management       
   .    

/    /

/    /

/    /


5.

Amend the        
        Declaration
of            Trust
of Putnam Capital
Manager     Trust
to permit the
issuance of
additional classes
of shares       
   .    



/    /




/    /



/    /





                          PARAGON LIFE INSURANCE COMPANY    


           Voting Instructions for the Meeting of
Shareholders     to be held on December 5, 1996            For
Putnam Capital Manager Trust.    

           This Instruction Card is solicited by the Paragon Life
Insurance Company ("Paragon Life") from owners of group variable
universal life policies issued by Paragon Life who have specified
that a portion of their investment be allocated to the fund.    

           Please fold and detach at perforation.  Return only
the Instruction Card below.

FUND:  PCM HIGH YIELD FUND

The undersigned policy owner hereby instructs that the votes
attributable to the undersigned's interests with respect to the
Fund be cast as directed on the reverse side, at the Meeting of
Shareholders of Putnam Capital Manager Trust     on December 5,
1996, at 2:00 p.m., Boston time, and at any adjournments
thereof           .    

           THE INTERESTS TO WHICH THIS FORM OF INSTRUCTION
RELATES WHEN PROPERLY EXECUTED WILL BE VOTED BY PARAGON LIFE IN
THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED.  IF NO DIRECTION
IS MADE, THE VOTES ATTRIBUTABLE TO THIS INSTRUCTION FORM WILL BE
VOTED IN FAVOR OF ELECTING TRUSTEES AS SET FORTH IN PROPOSAL 1
AND IN FAVOR OF EACH OF THE OTHER PROPOSALS LISTED ON THE REVERSE
SIDE.  INTERESTS FOR WHICH NO INSTRUCTIONS HAVE BEEN RECEIVED BY
PARAGON LIFE WILL BE VOTED IN THE SAME RATIO AS VOTES FOR WHICH
INSTRUCTIONS HAVE BEEN RECEIVED BY PARAGON LIFE FOR THE FUND. 
The undersigned, by completing this form, does hereby authorize
Paragon Life and its affiliates and employees to exercise their
discretion in voting upon such other business as     may properly
come before the meeting.


                    
                     -----------------------------------    
                    
                     Policy owner sign here  
     Date    


                    
                     -----------------------------------    
                    
                     Co-    owner sign here  
          Date


THE TRUSTEES RECOMMEND A VOTE FOR ELECTING ALL OF THE NOMINEES
FOR TRUSTEES AND FOR THE OTHER PROPOSALS LISTED BELOW.

           Where there is more than one version of a proposal set
forth below you are only voting on the version applicable to your
fund or sub-account as set forth in the Proxy Statement.    

Please mark your choices / X / in blue or black ink.

1.   Proposal to elect Trustees 
     The nominees for Trustees are: J.A. Baxter, H.H. Estin, J.A.
     Hill, R.J. Jackson, E.T. Kennan, L.J. Lasser, R.E.
     Patterson, D.S. Perkins, W.F. Pounds, G. Putnam, G. Putnam,
     III, E. Shapiro, A.J.C. Smith and W.N. Thorndike.

/  /      FOR electing all the nominees 
          (except as indicated to the contrary below)

/  /      WITHHOLD authority to vote for all nominees

To withhold authority to vote for one or more of the nominees,
write those nominees' names below:

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 


PROPOSAL TO:




2.

Ratify the
selection of Price
Waterhouse LLP as
the independent
auditors of your
fund.
FOR


/    /
AGAINST


/    /
ABSTAIN


       
   /   
 /


3.







    
               
Amend the fund's
fundamental
investment
restriction with
respect to:






A.
Diversification.
/    /
/    /
/    /



B.1   <
/R>

    
   .
Investments in the
voting securities
of a single issuer.

/    /

/    /


    
       
       
/    /




       
   C.

Making loans.    

/    /

       
   /    
/

/    /



D.2./3.
Investments in real
estate.
/    /
/    /
/    /



E.
Concentration of
its assets.
/    /
/    /
/    /



F.
Senior securities.
/    /
/    /
/    /



G.
Investments in
commodities.
/    /
/    /
/    /


4.

Eliminate the
fund's fundamental
investment
restriction with
respect to:






A.
Investments in
securities of
issuers in which
management of the
fund or Putnam
Investment
Management owns
securities.



/    /



/    /
    


/    /



B.
Margin
transactions.
/    /
/    /
/    /



C.
Short sales.
/    /
/    /
/    /



D.
Pledging assets.
/    /
/    /
/    /



       
   E.1.
/2.    
Investments in
restricted
securities.

/    /

/    /

/    /



F.1   <
/R>

    
   .
Investments in
certain oil, gas
and mineral
interests
    
       
   .    

/    /

/    /

/    /



G.
Investing to gain
control of a
company's
management       
   .    

/    /

/    /

/    /


5.

Amend the        
        Declaration
of            Trust
of Putnam Capital
Manager     Trust
to permit the
issuance of
additional classes
of shares       
   .    



/    /




/    /



/    /




                          PARAGON LIFE INSURANCE COMPANY    


           Voting Instructions for the Meeting of
Shareholders     to be held on December 5, 1996            For
Putnam Capital Manager Trust.    

           This Instruction Card is solicited by the Paragon Life
Insurance Company ("Paragon Life") from owners of group variable
universal life policies issued by Paragon Life who have specified
that a portion of their investment be allocated to the fund.    

           Please fold and detach at perforation.  Return only
the Instruction Card below.

FUND:  PCM MONEY MARKET FUND

The undersigned policy owner hereby instructs that the votes
attributable to the undersigned's interests with respect to the
Fund be cast as directed on the reverse side, at the Meeting of
Shareholders of Putnam Capital Manager Trust     on December 5,
1996, at 2:00 p.m., Boston time, and at any adjournments
thereof           .    

           THE INTERESTS TO WHICH THIS FORM OF INSTRUCTION
RELATES WHEN PROPERLY EXECUTED WILL BE VOTED BY PARAGON LIFE IN
THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED.  IF NO DIRECTION
IS MADE, THE VOTES ATTRIBUTABLE TO THIS INSTRUCTION FORM WILL BE
VOTED IN FAVOR OF ELECTING TRUSTEES AS SET FORTH IN PROPOSAL 1
AND IN FAVOR OF EACH OF THE OTHER PROPOSALS LISTED ON THE REVERSE
SIDE.  INTERESTS FOR WHICH NO INSTRUCTIONS HAVE BEEN RECEIVED BY
PARAGON LIFE WILL BE VOTED IN THE SAME RATIO AS VOTES FOR WHICH
INSTRUCTIONS HAVE BEEN RECEIVED BY PARAGON LIFE FOR THE FUND. 
The undersigned, by completing this form, does hereby authorize
Paragon Life and its affiliates and employees to exercise their
discretion in voting upon such other business as     may properly
come before the meeting.


                    
                     -----------------------------------    
                    
                     Policy owner sign here  
     Date    


                    
                     -----------------------------------    
                    
                     Co-    owner sign here  
          Date


THE TRUSTEES RECOMMEND A VOTE FOR ELECTING ALL OF THE NOMINEES
FOR TRUSTEES AND FOR THE OTHER PROPOSALS LISTED BELOW.

           Where there is more than one version of a proposal set
forth below you are only voting on the version applicable to your
fund or sub-account as set forth in the Proxy Statement.    

Please mark your choices / X / in blue or black ink.

1.   Proposal to elect Trustees 
     The nominees for Trustees are: J.A. Baxter, H.H. Estin, J.A.
     Hill, R.J. Jackson, E.T. Kennan, L.J. Lasser, R.E.
     Patterson, D.S. Perkins, W.F. Pounds, G. Putnam, G. Putnam,
     III, E. Shapiro, A.J.C. Smith and W.N. Thorndike.

/  /      FOR electing all the nominees 
          (except as indicated to the contrary below)

/  /      WITHHOLD authority to vote for all nominees

To withhold authority to vote for one or more of the nominees,
write those nominees' names below:

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 


PROPOSAL TO:




2.

Ratify the
selection of Price
Waterhouse LLP as
the independent
auditors of your
fund.
FOR


/    /
AGAINST


/    /
ABSTAIN


       
   /   
 /


3.







    
               
Amend the fund's
fundamental
investment
restriction with
respect to:






A.
Diversification.
/    /
/    /
/    /



B.1   <
/R>

    
   .
Investments in the
voting securities
of a single issuer.

/    /

/    /


    
       
       
/    /




       
   C.

Making loans.    

/    /

       
   /    
/

/    /



D.2./3.
Investments in real
estate.
/    /
/    /
/    /



E.
Concentration of
its assets.
/    /
/    /
/    /



F.
Senior securities.
/    /
/    /
/    /



G.
Investments in
commodities.
/    /
/    /
/    /


4.

Eliminate the
fund's fundamental
investment
restriction with
respect to:






A.
Investments in
securities of
issuers in which
management of the
fund or Putnam
Investment
Management owns
securities.



/    /



/    /
    


/    /



B.
Margin
transactions.
/    /
/    /
/    /



C.
Short sales.
/    /
/    /
/    /



D.
Pledging assets.
/    /
/    /
/    /



       
   E.1.
/2.    
Investments in
restricted
securities.

/    /

/    /

/    /



F.1   <
/R>

    
   .
Investments in
certain oil, gas
and mineral
interests
    
       
   .    

/    /

/    /

/    /



G.
Investing to gain
control of a
company's
management       
   .    

/    /

/    /

/    /


5.

Amend the        
        Declaration
of            Trust
of Putnam Capital
Manager     Trust
to permit the
issuance of
additional classes
of shares       
   .    



/    /




/    /



/    /




                          PARAGON LIFE INSURANCE COMPANY    


           Voting Instructions for the Meeting of
Shareholders     to be held on December 5, 1996            For
Putnam Capital Manager Trust.    

           This Instruction Card is solicited by the Paragon Life
Insurance Company ("Paragon Life") from owners of group variable
universal life policies issued by Paragon Life who have specified
that a portion of their investment be allocated to the fund.    

           Please fold and detach at perforation.  Return only
the Instruction Card below.

FUND:  PCM VOYAGER FUND

The undersigned policy owner hereby instructs that the votes
attributable to the undersigned's interests with respect to the
Fund be cast as directed on the reverse side, at the Meeting of
Shareholders of Putnam Capital Manager Trust     on December 5,
1996, at 2:00 p.m., Boston time, and at any adjournments
thereof           .    

           THE INTERESTS TO WHICH THIS FORM OF INSTRUCTION
RELATES WHEN PROPERLY EXECUTED WILL BE VOTED BY PARAGON LIFE IN
THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED.  IF NO DIRECTION
IS MADE, THE VOTES ATTRIBUTABLE TO THIS INSTRUCTION FORM WILL BE
VOTED IN FAVOR OF ELECTING TRUSTEES AS SET FORTH IN PROPOSAL 1
AND IN FAVOR OF EACH OF THE OTHER PROPOSALS LISTED ON THE REVERSE
SIDE.  INTERESTS FOR WHICH NO INSTRUCTIONS HAVE BEEN RECEIVED BY
PARAGON LIFE WILL BE VOTED IN THE SAME RATIO AS VOTES FOR WHICH
INSTRUCTIONS HAVE BEEN RECEIVED BY PARAGON LIFE FOR THE FUND. 
The undersigned, by completing this form, does hereby authorize
Paragon Life and its affiliates and employees to exercise their
discretion in voting upon such other business as     may properly
come before the meeting.


                    
                     -----------------------------------    
                    
                     Policy owner sign here  
     Date    


                    
                     -----------------------------------    
                    
                     Co-    owner sign here  
          Date


THE TRUSTEES RECOMMEND A VOTE FOR ELECTING ALL OF THE NOMINEES
FOR TRUSTEES AND FOR THE OTHER PROPOSALS LISTED BELOW.

           Where there is more than one version of a proposal set
forth below you are only voting on the version applicable to your
fund or sub-account as set forth in the Proxy Statement.    

Please mark your choices / X / in blue or black ink.

1.   Proposal to elect Trustees 
     The nominees for Trustees are: J.A. Baxter, H.H. Estin, J.A.
     Hill, R.J. Jackson, E.T. Kennan, L.J. Lasser, R.E.
     Patterson, D.S. Perkins, W.F. Pounds, G. Putnam, G. Putnam,
     III, E. Shapiro, A.J.C. Smith and W.N. Thorndike.

/  /      FOR electing all the nominees 
          (except as indicated to the contrary below)

/  /      WITHHOLD authority to vote for all nominees

To withhold authority to vote for one or more of the nominees,
write those nominees' names below:

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 


PROPOSAL TO:




2.

Ratify the
selection of Price
Waterhouse LLP as
the independent
auditors of your
fund.
FOR


/    /
AGAINST


/    /
ABSTAIN


/    /


3.





Amend the fund's
fundamental
investment
restriction with
respect to:






       
   A.
Diversification.
/    /
/    /
/   
/    



B.1   <
/R>

    
   .
Investments in the
voting securities
of a single issuer.

/    /

/    /


    
       
       
/    /




       
   C.

Making loans.    

/    /

       
   /    
/

/    /



D.2./3.
Investments in real
estate.
/    /
/    /
/    /



E.
Concentration of
its assets.
/    /
/    /
/    /



F.
Senior securities.
/    /
/    /
/    /



G.
Investments in
commodities.
/    /
/    /
/    /


4.

Eliminate the
fund's fundamental
investment
restriction with
respect to:






A.
Investments in
securities of
issuers in which
management of the
fund or Putnam
Investment
Management owns
securities.



/    /



/    /
    


/    /



B.
Margin
transactions.
/    /
/    /
/    /



C.
Short sales.
/    /
/    /
/    /



D.
Pledging assets.
/    /
/    /
/    /



       
   E.1.
/2.
Investments in
restricted
securities.

/    /

/    /

/    /<
/R>



F.1
    
   <
/R>

    
   .
Investments in
certain oil, gas
and mineral
interests
    
       
   .    

/    /

/    /

/    /



G.
Investing to gain
control of a
company's
management       
   .    

/    /

/    /

/    /


5.

Amend the        
        Declaration
of            Trust
of Putnam Capital
Manager     Trust
to permit the
issuance of
additional classes
of shares       
   .    



/    /




/    /



/    /




                          PARAGON LIFE INSURANCE COMPANY    


           Voting Instructions for the Meeting of
Shareholders     to be held on December 5, 1996            For
Putnam Capital Manager Trust.    

           This Instruction Card is solicited by the Paragon Life
Insurance Company ("Paragon Life") from owners of group variable
universal life policies issued by Paragon Life who have specified
that a portion of their investment be allocated to the fund.    

           Please fold and detach at perforation.  Return only
the Instruction Card below.

FUND:  PCM U.S. GOVERNMENT AND HIGH QUALITY BOND FUND

The undersigned policy owner hereby instructs that the votes
attributable to the undersigned's interests with respect to the
Fund be cast as directed on the reverse side, at the Meeting of
Shareholders of Putnam Capital Manager Trust     on December 5,
1996, at 2:00 p.m., Boston time, and at any adjournments
thereof           .    

           THE INTERESTS TO WHICH THIS FORM OF INSTRUCTION
RELATES WHEN PROPERLY EXECUTED WILL BE VOTED BY PARAGON LIFE IN
THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED.  IF NO DIRECTION
IS MADE, THE VOTES ATTRIBUTABLE TO THIS INSTRUCTION FORM WILL BE
VOTED IN FAVOR OF ELECTING TRUSTEES AS SET FORTH IN PROPOSAL 1
AND IN FAVOR OF EACH OF THE OTHER PROPOSALS LISTED ON THE REVERSE
SIDE.  INTERESTS FOR WHICH NO INSTRUCTIONS HAVE BEEN RECEIVED BY
PARAGON LIFE WILL BE VOTED IN THE SAME RATIO AS VOTES FOR WHICH
INSTRUCTIONS HAVE BEEN RECEIVED BY PARAGON LIFE FOR THE FUND. 
The undersigned, by completing this form, does hereby authorize
Paragon Life and its affiliates and employees to exercise their
discretion in voting upon such other business as     may properly
come before the meeting.


                    
                     -----------------------------------    
                    
                     Policy owner sign here  
     Date    


                    
                     -----------------------------------    
                    
                     Co-    owner sign here  
          Date


THE TRUSTEES RECOMMEND A VOTE FOR ELECTING ALL OF THE NOMINEES
FOR TRUSTEES AND FOR THE OTHER PROPOSALS LISTED BELOW.

           Where there is more than one version of a proposal set
forth below you are only voting on the version applicable to your
fund or sub-account as set forth in the Proxy Statement.    

Please mark your choices / X / in blue or black ink.

1.   Proposal to elect Trustees 
     The nominees for Trustees are: J.A. Baxter, H.H. Estin, J.A.
     Hill, R.J. Jackson, E.T. Kennan, L.J. Lasser, R.E.
     Patterson, D.S. Perkins, W.F. Pounds, G. Putnam, G. Putnam,
     III, E. Shapiro, A.J.C. Smith and W.N. Thorndike.

/  /      FOR electing all the nominees 
          (except as indicated to the contrary below)

/  /      WITHHOLD authority to vote for all nominees

To withhold authority to vote for one or more of the nominees,
write those nominees' names below:

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 


PROPOSAL TO:




2.

Ratify the
selection of Price
Waterhouse LLP as
the independent
auditors of your
fund.
FOR


/    /
AGAINST


/    /
ABSTAIN


       
   /   
 /


3.







    
               
Amend the fund's
fundamental
investment
restriction with
respect to:






A.
Diversification   <
/R> 
    
   .    
/    /
/    /
/    /



B.1   <
/R>

    
   .
Investments in the
voting securities
of a single issuer.

/    /

/    /


    
       
       
/    /




       
   C.

Making loans.    

/    /

       
   /    
/

/    /



D.2./3.
Investments in real
estate.
/    /
/    /
/    /



E.
Concentration of
its assets.
/    /
/    /
/    /



F.
Senior securities.
/    /
/    /
/    /



G.
Investments in
commodities.
/    /
/    /
/    /


4.

Eliminate the
fund's fundamental
investment
restriction with
respect to:






A.
Investments in
securities of
issuers in which
management of the
fund or Putnam
Investment
Management owns
securities.



/    /



/    /
    


/    /



B.
Margin
transactions.
/    /
/    /
/    /



C.
Short sales.
/    /
/    /
/    /



D.
Pledging assets.
/    /
/    /
/    /



       
   E.1.
/2.    
Investments in
restricted
securities.

/    /

/    /

/    /



F.1   <
/R>

    
   .
Investments in
certain oil, gas
and mineral
interests
    
       
   .    

/    /

/    /

/    /



G.
Investing to gain
control of a
company's
management       
   .    

/    /

/    /

/    /


5.

Amend the        
        Declaration
of            Trust
of Putnam Capital
Manager     Trust
to permit the
issuance of
additional classes
of shares       
   .    



/    /




/    /



/    /




                          PARAGON LIFE INSURANCE COMPANY    


           Voting Instructions for the Meeting of
Shareholders     to be held on December 5, 1996            For
Putnam Capital Manager Trust.    

           This Instruction Card is solicited by the Paragon Life
Insurance Company ("Paragon Life") from owners of group variable
universal life policies issued by Paragon Life who have specified
that a portion of their investment be allocated to the fund.    

           Please fold and detach at perforation.  Return only
the Instruction Card below.

FUND:  PCM ASIA PACIFIC GROWTH FUND

The undersigned policy owner hereby instructs that the votes
attributable to the undersigned's interests with respect to the
Fund be cast as directed on the reverse side, at the Meeting of
Shareholders of Putnam Capital Manager Trust     on December 5,
1996, at 2:00 p.m., Boston time, and at any adjournments
thereof           .    

           THE INTERESTS TO WHICH THIS FORM OF INSTRUCTION
RELATES WHEN PROPERLY EXECUTED WILL BE VOTED BY PARAGON LIFE IN
THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED.  IF NO DIRECTION
IS MADE, THE VOTES ATTRIBUTABLE TO THIS INSTRUCTION FORM WILL BE
VOTED IN FAVOR OF ELECTING TRUSTEES AS SET FORTH IN PROPOSAL 1
AND IN FAVOR OF EACH OF THE OTHER PROPOSALS LISTED ON THE REVERSE
SIDE.  INTERESTS FOR WHICH NO INSTRUCTIONS HAVE BEEN RECEIVED BY
PARAGON LIFE WILL BE VOTED IN THE SAME RATIO AS VOTES FOR WHICH
INSTRUCTIONS HAVE BEEN RECEIVED BY PARAGON LIFE FOR THE FUND. 
The undersigned, by completing this form, does hereby authorize
Paragon Life and its affiliates and employees to exercise their
discretion in voting upon such other business as     may properly
come before the meeting.


                    
                     -----------------------------------    
                    
                     Policy owner sign here  
     Date    


                    
                     -----------------------------------    
                    
                     Co-    owner sign here  
          Date


THE TRUSTEES RECOMMEND A VOTE FOR ELECTING ALL OF THE NOMINEES
FOR TRUSTEES AND FOR THE OTHER PROPOSALS LISTED BELOW.

           Where there is more than one version of a proposal set
forth below you are only voting on the version applicable to your
fund or sub-account as set forth in the Proxy Statement.    

Please mark your choices / X / in blue or black ink.

1.   Proposal to elect Trustees 
     The nominees for Trustees are: J.A. Baxter, H.H. Estin, J.A.
     Hill, R.J. Jackson, E.T. Kennan, L.J. Lasser, R.E.
     Patterson, D.S. Perkins, W.F. Pounds, G. Putnam, G. Putnam,
     III, E. Shapiro, A.J.C. Smith and W.N. Thorndike.

/  /      FOR electing all the nominees 
          (except as indicated to the contrary below)

/  /      WITHHOLD authority to vote for all nominees

To withhold authority to vote for one or more of the nominees,
write those nominees' names below:

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 


PROPOSAL TO:




2.

Ratify the selection
of Price Waterhouse
LLP as the
independent auditors
of your fund.
FOR


/    /
AGAINST


/    /
ABSTAIN


       
   /    /


3.







    
               
Amend the fund's
fundamental
investment
restriction with
respect to:






       
   B.1.
/2.    
Investments in the
voting securities of
a single issuer.

/    /

/    /

       
       / 
   /




       
   C.

Making loans.    

/    /

       
   /    
/

/    /




D.1.

Investments in real
estate.
/    /
/    /
/    /



E.
Concentration of its
assets.
/    /
/    /
/    /



F.
Senior securities.
/    /
/    /
/    /



G.
Investments in
commodities.
/    /
/    /
/    /


4.

Eliminate the fund's
fundamental
investment
restriction with
respect to:






A.
Investments in
securities of
issuers in which
management of the
fund or Putnam
Investment
Management owns
securities.
/    /
/    /
/    /



B.
Margin transactions.
/    /
/    /
/    /



C.
Short sales.
/    /
/    /
/    /



D.
Pledging assets.
/    /
/    /
/    /




    
       
   F.1.
/2.    
Investments in
certain oil, gas and
mineral
interests       
   .    

/    /

/    /

/    /



G.
Investing to gain
control of a
company's
management       
   .    

/    /

/    /

/    /


5.

Amend the        
        Declaration
of            Trust
of the Putnam
Capital Manager    
Trust to permit the
issuance of
additional classes
of shares       
   .    
/    /
/    /
/    /


                          PARAGON LIFE INSURANCE COMPANY    


           Voting Instructions for the Meeting of
Shareholders     to be held on December 5, 1996            For
Putnam Capital Manager Trust.    

           This Instruction Card is solicited by the Paragon Life
Insurance Company ("Paragon Life") from owners of group variable
universal life policies issued by Paragon Life who have specified
that a portion of their investment be allocated to the fund.    

           Please fold and detach at perforation.  Return only
the Instruction Card below.

FUND:  PCM NEW OPPORTUNITIES FUND

The undersigned policy owner hereby instructs that the votes
attributable to the undersigned's interests with respect to the
Fund be cast as directed on the reverse side, at the Meeting of
Shareholders of Putnam Capital Manager Trust     on December 5,
1996, at 2:00 p.m., Boston time, and at any adjournments
thereof           .    

           THE INTERESTS TO WHICH THIS FORM OF INSTRUCTION
RELATES WHEN PROPERLY EXECUTED WILL BE VOTED BY PARAGON LIFE IN
THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED.  IF NO DIRECTION
IS MADE, THE VOTES ATTRIBUTABLE TO THIS INSTRUCTION FORM WILL BE
VOTED IN FAVOR OF ELECTING TRUSTEES AS SET FORTH IN PROPOSAL 1
AND IN FAVOR OF EACH OF THE OTHER PROPOSALS LISTED ON THE REVERSE
SIDE.  INTERESTS FOR WHICH NO INSTRUCTIONS HAVE BEEN RECEIVED BY
PARAGON LIFE WILL BE VOTED IN THE SAME RATIO AS VOTES FOR WHICH
INSTRUCTIONS HAVE BEEN RECEIVED BY PARAGON LIFE FOR THE FUND. 
The undersigned, by completing this form, does hereby authorize
Paragon Life and its affiliates and employees to exercise their
discretion in voting upon such other business as     may properly
come before the meeting.


                    
                     -----------------------------------    
                    
                     Policy owner sign here  
     Date    


                    
                     -----------------------------------    
                    
                     Co-    owner sign here  
          Date


THE TRUSTEES RECOMMEND A VOTE FOR ELECTING ALL OF THE NOMINEES
FOR TRUSTEES AND FOR THE OTHER PROPOSALS LISTED BELOW.

           Where there is more than one version of a proposal set
forth below you are only voting on the version applicable to your
fund or sub-account as set forth in the Proxy Statement.    

Please mark your choices / X / in blue or black ink.

1.   Proposal to elect Trustees 
     The nominees for Trustees are: J.A. Baxter, H.H. Estin, J.A.
     Hill, R.J. Jackson, E.T. Kennan, L.J. Lasser, R.E.
     Patterson, D.S. Perkins, W.F. Pounds, G. Putnam, G. Putnam,
     III, E. Shapiro, A.J.C. Smith and W.N. Thorndike.

/  /      FOR electing all the nominees 
          (except as indicated to the contrary below)

/  /      WITHHOLD authority to vote for all nominees

To withhold authority to vote for one or more of the nominees,
write those nominees' names below:

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 


PROPOSAL TO:




2.

Ratify the selection
of Price Waterhouse
LLP as the
independent auditors
of your fund.
FOR


/    /
AGAINST


/    /
ABSTAIN


/    /


3.





Amend the fund's
fundamental
investment
restriction with
respect to:






       
   B.1.
/2.    
Investments in the
voting securities of
a single issuer.

/    /

/    /

       
       / 
   /




       
   C.

Making loans.    

/    /

       
       /
    /

/    /




       
   D.1.

Investments in real
estate.    
/    /
       
   /    
/
/    /



E.
Concentration of its
assets.
/    /
/    /
/    /



F.
Senior securities.
/    /
/    /
/    /



G.
Investments in
commodities.
/    /
/    /
/    /


4.

Eliminate the fund's
fundamental
investment
restriction with
respect to:






A.
Investments in
securities of
issuers in which
management of the
fund or Putnam
Investment
Management owns
securities.
/    /
/    /
/    /



B.
Margin transactions.
/    /
/    /
/    /



C.
Short sales.
/    /
/    /
/    /



D.
Pledging assets.
/    /
/    /
/    /



F.1./2.
    
Investments in
certain oil, gas and
mineral
interests       
   .    

/    /

/    /

/    /



G.
Investing to gain
control of a
company's
management       
   .    

/    /

/    /

/    /


5.

Amend the        
        Declaration
of            Trust
of the Putnam
Capital Manager    
Trust to permit the
issuance of
additional classes
of shares       
   .    
/    /
/    /
/    /


                          PARAGON LIFE INSURANCE COMPANY    


Voting Instructions for the Meeting of Shareholders to be held on
December 5, 1996                 For                 Putnam
Capital Manager Trust.

This Instruction Card is solicited by            the Paragon Life
Insurance Company ("Paragon Life")     from owners of        
   group     variable            universal life     policies
issued by            Paragon Life     who have specified that a
portion of their investment be allocated to the fund.

Please fold and detach at perforation.  Return only the
Instruction Card below.

           FUND:  PCM UTILITIES GROWTH AND INCOME FUND     

The undersigned policy owner hereby instructs that the votes
attributable to the undersigned's interests with respect to the
           Fund     be cast as directed on the reverse side, at
the Meeting of Shareholders                 of Putnam Capital
Manager Trust on December 5, 1996, at 2:00 p.m., Boston time, and
at any adjournments thereof.

           THE INTERESTS TO WHICH THIS FORM OF INSTRUCTION
RELATES WHEN PROPERLY EXECUTED WILL BE VOTED BY PARAGON LIFE IN
THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED.  IF NO DIRECTION
IS MADE, THE VOTES ATTRIBUTABLE TO THIS INSTRUCTION FORM WILL BE
VOTED IN FAVOR OF ELECTING TRUSTEES AS SET FORTH IN PROPOSAL 1
AND IN FAVOR OF EACH OF THE OTHER PROPOSALS LISTED ON THE REVERSE
SIDE.  INTERESTS FOR WHICH NO INSTRUCTIONS HAVE BEEN RECEIVED BY
PARAGON LIFE WILL BE VOTED IN THE SAME RATIO AS VOTES FOR WHICH
INSTRUCTIONS HAVE BEEN RECEIVED BY PARAGON LIFE FOR THE FUND. 
The undersigned, by completing this form, does hereby authorize
Paragon Life and its affiliates and employees to exercise their
discretion in voting upon such other business as may properly
come before the meeting.    


                    
          -----------------------------------
                    
                     Policy owner     sign here   
     Date


                    
                         -----------------------------------
                    
          Co-owner sign here  
          Date

               


THE TRUSTEES RECOMMEND A VOTE FOR ELECTING ALL OF THE NOMINEES
FOR TRUSTEES AND FOR THE OTHER PROPOSALS LISTED BELOW.

           Where there is more than one version of a proposal set
forth below you are only voting on the version applicable to your
fund or sub-account as set forth in the Proxy Statement.    

Please mark your choices / X / in blue or black ink.

1.   Proposal to elect Trustees 
     The nominees for Trustees are: J.A. Baxter, H.H. Estin, J.A.
     Hill, R.J. Jackson, E.T. Kennan, L.J. Lasser, R.E.
     Patterson, D.S. Perkins, W.F. Pounds, G. Putnam, G. Putnam,
     III, E. Shapiro, A.J.C. Smith and W.N. Thorndike.

/  /      FOR electing all the nominees 
          (except as indicated to the contrary below)

/  /      WITHHOLD authority to vote for all nominees

To withhold authority to vote for one or more of the nominees,
write those nominees' names below:

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 
               

PROPOSAL TO:




2.

Ratify the selection
of Price Waterhouse
LLP as the
independent auditors
of your fund.
FOR


/    /
AGAINST


/    /
ABSTAIN


/    /


3.





Amend the fund's
fundamental
investment
restriction with
respect to:






       
   B.1.
/2    .
Investments in the
voting securities of
a single issuer.

/    /

/    /

/    /




C.

Making loans.

/    /

/    /

/    /




D.1.

Investments in real
estate.
/    /
/    /
/    /



E.
Concentration of its
assets.
/    /
/    /
/    /



F.
Senior securities.
/    /
/    /
/    /



G.
Investments in
commodities.
/    /
/    /
/    /


4.

Eliminate the fund's
fundamental
investment
restriction with
respect to:






A.
Investments in
securities of
issuers in which
management of the
fund or Putnam
Investment
Management owns
securities.
/    /
/    /
/    /



B.
Margin transactions.
/    /
/    /
/    /



C.
Short sales.
/    /
/    /
/    /



D.
Pledging assets.
/    /
/    /
/    /



       
   F.1.
/2.    
Investments in
           certain
oil, gas and mineral
interests    .

/    /

/    /

       
       /  
 /



G.
Investing to gain
control of a
company's
management.

/    /

/    /

/    /


5.

Amend the        
        Declaration
of Trust of the
           Putnam
Capital Manager    
Trust to permit the
issuance of
additional classes
of shares.
/    /
/    /
/    /


                     ITT HARTFORD     LIFE INSURANCE        
   COMPANIES    


Voting Instructions for the Meeting of Shareholders to be held on
December 5, 1996            For                     Putnam
Capital Manager Trust.

This Instruction Card is solicited by            the ITT
Hartford     Life Insurance            Companies ("ITT
Hartford")     from owners of            variable annuity
contracts and/or variable life insurance     policies issued by
           ITT Hartford     who have specified that a portion of
their investment be allocated to the fund.

Please fold and detach at perforation.  Return only the
Instruction Card below.

           FUND:     PCM DIVERSIFIED INCOME FUND

CONTRACT:  HARTFORD LIFE SEPARATE ACCOUNT
           ITT HARTFORD LIFE AND ANNUITY SEPARATE ACCOUNT TWO
           HARTFORD LIFE SEPARATE ACCOUNT VL5
           ITT HARTFORD LIFE AND ANNUITY SEPARATE ACCOUNT VL5
           HARTFORD LIFE SEPARATE ACCOUNT VL1 STAG
           ITT HARTFORD LIFE AND ANNUITY SEPARATE ACCOUNT 6


The undersigned contract/policy                     owner hereby
instructs that the votes attributable to the undersigned's
interests with respect to the            Fund     be cast as
directed on the reverse side, at the Meeting of Shareholders
                of Putnam Capital Manager Trust on December 5,
1996, at 2:00 p.m., Boston time, and at any adjournments thereof.

           THE INTERESTS TO WHICH THIS FORM OF INSTRUCTION
RELATES WHEN PROPERLY EXECUTED WILL BE VOTED BY ITT HARTFORD IN
THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED.  IF NO DIRECTION
IS MADE, THE VOTES ATTRIBUTABLE TO THIS INSTRUCTION FORM WILL BE
VOTED IN FAVOR OF ELECTING TRUSTEES AS SET FORTH IN PROPOSAL 1
AND IN FAVOR OF EACH OF THE OTHER PROPOSALS LISTED ON THE REVERSE
SIDE.  INTERESTS FOR WHICH NO INSTRUCTIONS HAVE BEEN RECEIVED BY
ITT HARTFORD WILL BE VOTED IN THE SAME RATIO AS VOTES FOR WHICH
INSTRUCTIONS HAVE BEEN RECEIVED BY ITT HARTFORD FOR THE FUND. 
The undersigned, by completing this form, does hereby authorize
ITT Hartford and its affiliates and employees to exercise their
discretion in voting upon such other business as may properly
come before the meeting.    


                         ---------------
- ----------------------           ---
                         Contract/policy owner            
        sign here   Date


                                    ---    ----------------------
- ---------------
                         Co-owner sign here                 Date

               

THE TRUSTEES RECOMMEND A VOTE FOR ELECTING ALL OF THE NOMINEES
FOR TRUSTEES AND FOR THE OTHER PROPOSALS LISTED BELOW.

           Where there is more than one version of a proposal set
forth below you are only voting on the version applicable to your
fund or sub-account as set forth in the Proxy Statement.    

Please mark your choices / X / in blue or black ink.

1.   Proposal to elect Trustees 
     The nominees for Trustees are: J.A. Baxter, H.H. Estin, J.A.
     Hill, R.J. Jackson, E.T. Kennan, L.J. Lasser, R.E.
     Patterson, D.S. Perkins, W.F. Pounds, G. Putnam, G. Putnam,
     III, E. Shapiro, A.J.C. Smith and W.N. Thorndike.

/  /      FOR electing all the nominees 
          (except as indicated to the contrary below)

/  /      WITHHOLD authority to vote for all nominees

To withhold authority to vote for one or more of the nominees,
write those nominees' names below:

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 


PROPOSAL TO:




2.

Ratify the
selection of Price
Waterhouse LLP as
the independent
auditors of your
fund.
FOR


/    /
AGAINST


/    /
ABSTAIN


/    /


3.





Amend the fund's
fundamental
investment
restriction with
respect to:






       
   A.
Diversification.
/    /
/    /
/    /



B.1    
 .
Investments in the
voting securities
of a single issuer.

/    /

/    /

/    /




C.

Making loans.

/    /

/    /

       
   /   
 /



D.2./3.
    
Investments in real
estate.
/    /
/    /
/    /



E.
Concentration of
its assets.
/    /
/    /
/    /



F.
Senior securities.
/    /
/    /
/    /



G.
Investments in
commodities.
/    /
/    /
/    /


4.

Eliminate the
fund's fundamental
investment
restriction with
respect to:






A.
Investments in
securities of
issuers in which
management of the
fund or Putnam
Investment
Management owns
securities.



/    /



/    /



/    /



B.
Margin
transactions.
/    /
/    /
/    /



C.
Short sales.
/    /
/    /
/    /



D.
Pledging assets.
/    /
/    /
/    /



       
   E.1.
/2    .
Investments in
restricted
securities.

/    /

/    /

/    /



       
   F.1<
/R>.
Investments in
certain oil, gas
and mineral
interests.

/    /

/    /

/    /



G.
Investing to gain
control of a
company's
management.

/    /

/    /

/    /


5.

Amend the 
    
       
        Declaration
of Trust of        
   Putnam Capital
Manager     Trust
to permit the
issuance of
additional classes
of shares.



/    /




/    /



/    /




           ITT HARTFORD     LIFE INSURANCE        
   COMPANIES    


Voting Instructions for the Meeting of Shareholders to be held on
                December 5, 1996            For            
        Putnam Capital Manager Trust.

This Instruction Card is solicited by            the ITT
Hartford     Life Insurance            Companies ("ITT
Hartford")     from owners of            variable annuity
contracts and/or variable life insurance     policies issued by
           ITT Hartford     who have specified that a portion of
their investment be allocated to the fund.

Please fold and detach at perforation.  Return only the
Instruction Card below.

           FUND:  PCM GLOBAL GROWTH FUND

CONTRACT:  HARTFORD LIFE SEPARATE ACCOUNT
           ITT HARTFORD LIFE AND ANNUITY SEPARATE ACCOUNT TWO
           HARTFORD LIFE SEPARATE ACCOUNT VL5
           ITT HARTFORD LIFE AND ANNUITY SEPARATE ACCOUNT VL5
           HARTFORD LIFE SEPARATE ACCOUNT VL1 STAG
           ITT HARTFORD LIFE AND ANNUITY SEPARATE ACCOUNT 6

The undersigned contract/policy                     owner hereby
instructs that the votes attributable to the undersigned's
interests with respect to the            Fund     be cast as
directed on the reverse side, at the Meeting of Shareholders
                of Putnam Capital Manager Trust on December 5,
1996, at 2:00 p.m., Boston time, and at any adjournments thereof.

           THE INTERESTS TO WHICH THIS FORM OF INSTRUCTION
RELATES WHEN PROPERLY EXECUTED WILL BE VOTED BY ITT HARTFORD IN
THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED.  IF NO DIRECTION
IS MADE, THE VOTES ATTRIBUTABLE TO THIS INSTRUCTION FORM WILL BE
VOTED IN FAVOR OF ELECTING TRUSTEES AS SET FORTH IN PROPOSAL 1
AND IN FAVOR OF EACH OF THE OTHER PROPOSALS LISTED ON THE REVERSE
SIDE.  INTERESTS FOR WHICH NO INSTRUCTIONS HAVE BEEN RECEIVED BY
ITT HARTFORD WILL BE VOTED IN THE SAME RATIO AS VOTES FOR WHICH
INSTRUCTIONS HAVE BEEN RECEIVED BY ITT HARTFORD FOR THE FUND. 
The undersigned, by completing this form, does hereby authorize
ITT Hartford and its affiliates and employees to exercise their
discretion in voting upon such other business as may properly
come before the meeting.    


                         -------------------------------------
           ---
                         Contract/policy owner            
        sign here   Date


                                    ---    ----------------------
- ---------------
                         Co-owner sign here                 Date

               


THE TRUSTEES RECOMMEND A VOTE FOR ELECTING ALL OF THE NOMINEES
FOR TRUSTEES AND FOR THE OTHER PROPOSALS LISTED BELOW.

           Where there is more than one version of a proposal set
forth below you are only voting on the version applicable to your
fund or sub-account as set forth in the Proxy Statement.    

Please mark your choices / X / in blue or black ink.

1.   Proposal to elect Trustees 
     The nominees for Trustees are: J.A. Baxter, H.H. Estin, J.A.
     Hill, R.J. Jackson, E.T. Kennan, L.J. Lasser, R.E.
     Patterson, D.S. Perkins, W.F. Pounds, G. Putnam, G. Putnam,
     III, E. Shapiro, A.J.C. Smith and W.N. Thorndike.

/  /      FOR electing all the nominees 
          (except as indicated to the contrary below)

/  /      WITHHOLD authority to vote for all nominees

To withhold authority to vote for one or more of the nominees,
write those nominees' names below:

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
               


PROPOSAL TO:




2.

Ratify the
selection of Price
Waterhouse LLP as
the independent
auditors of your
fund.
FOR


/    /
AGAINST


/    /
ABSTAIN


/    /


3.





Amend the fund's
fundamental
investment
restriction with
respect to:






       
   A.
Diversification.
/    /
/    /
/   
/    



B.1.
Investments in the
voting securities
of a single issuer.

/    /

/    /

/    /




C.

Making loans.

/    /

/    /

       
   /   
 /



D.2./3.
    
Investments in real
estate.
/    /
/    /
/    /



E.
Concentration of
its assets.
/    /
/    /
/    /



F.
Senior securities.
/    /
/    /
/    /



G.
Investments in
commodities.
/    /
/    /
/    /


4.

Eliminate the
fund's fundamental
investment
restriction with
respect to:






A.
Investments in
securities of
issuers in which
management of the
fund or Putnam
Investment
Management owns
securities.



/    /



/    /



/    /



B.
Margin
transactions.
/    /
/    /
/    /



C.
Short sales.
/    /
/    /
/    /



D.
Pledging assets.
/    /
/    /
/    /



       
   E.1.
/2    .
Investments in
restricted
securities.

/    /

/    /

/    /



F.1.
Investments in
certain oil, gas
and mineral
interests.

/    /

/    /

/    /



G.
Investing to gain
control of a
company's
management.

/    /

/    /

/    /


5.

Amend the        
        Declaration
of Trust of        
   Putnam Capital
Manager     Trust
to permit the
issuance of
additional classes
of shares.



/    /




/    /



/    /





                          ITT HARTFORD     LIFE INSURANCE        
   COMPANIES    


Voting Instructions for the Meeting of Shareholders to be held on
                December 5, 1996            For            
        Putnam Capital Manager Trust.

This Instruction Card is solicited by            the ITT
Hartford     Life Insurance            Companies ("ITT
Hartford")     from owners of            variable annuity
contracts and/or variable life insurance     policies issued by
           ITT Hartford     who have specified that a portion of
their investment be allocated to the fund.

Please fold and detach at perforation.  Return only the
Instruction Card below.

           FUND:     PCM GROWTH AND INCOME FUND

CONTRACT:  HARTFORD LIFE SEPARATE ACCOUNT
           ITT HARTFORD LIFE AND ANNUITY SEPARATE ACCOUNT TWO
           HARTFORD LIFE SEPARATE ACCOUNT VL5
           ITT HARTFORD LIFE AND ANNUITY SEPARATE ACCOUNT VL5
          
The undersigned contract/policy                     owner hereby
instructs that the votes attributable to the undersigned's
interests with respect to the            Fund     be cast as
directed on the reverse side, at the Meeting of Shareholders
                of Putnam Capital Manager Trust on December 5,
1996, at 2:00 p.m., Boston time, and at any adjournments thereof.

           THE INTERESTS TO WHICH THIS FORM OF INSTRUCTION
RELATES WHEN PROPERLY EXECUTED WILL BE VOTED BY ITT HARTFORD IN
THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED.  IF NO DIRECTION
IS MADE, THE VOTES ATTRIBUTABLE TO THIS INSTRUCTION FORM WILL BE
VOTED IN FAVOR OF ELECTING TRUSTEES AS SET FORTH IN PROPOSAL 1
AND IN FAVOR OF EACH OF THE OTHER PROPOSALS LISTED ON THE REVERSE
SIDE.  INTERESTS FOR WHICH NO INSTRUCTIONS HAVE BEEN RECEIVED BY
ITT HARTFORD WILL BE VOTED IN THE SAME RATIO AS VOTES FOR WHICH
INSTRUCTIONS HAVE BEEN RECEIVED BY ITT HARTFORD FOR THE FUND. 
The undersigned, by completing this form, does hereby authorize
ITT Hartford and its affiliates and employees to exercise their
discretion in voting upon such other business as may properly
come before the meeting.    


                         -------------------------------------
           ---
                         Contract/policy owner            
        sign here   Date


                                    ---    ----------------------
- ---------------
                         Co-owner sign here                 Date

               


THE TRUSTEES RECOMMEND A VOTE FOR ELECTING ALL OF THE NOMINEES
FOR TRUSTEES AND FOR THE OTHER PROPOSALS LISTED BELOW.

           Where there is more than one version of a proposal set
forth below you are only voting on the version applicable to your
fund or sub-account as set forth in the Proxy Statement.    

Please mark your choices / X / in blue or black ink.

1.   Proposal to elect Trustees 
     The nominees for Trustees are: J.A. Baxter, H.H. Estin, J.A.
     Hill, R.J. Jackson, E.T. Kennan, L.J. Lasser, R.E.
     Patterson, D.S. Perkins, W.F. Pounds, G. Putnam, G. Putnam,
     III, E. Shapiro, A.J.C. Smith and W.N. Thorndike.

/  /      FOR electing all the nominees 
          (except as indicated to the contrary below)

/  /      WITHHOLD authority to vote for all nominees

To withhold authority to vote for one or more of the nominees,
write those nominees' names below:

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
               


PROPOSAL TO:




2.

Ratify the
selection of Price
Waterhouse LLP as
the independent
auditors of your
fund.
FOR


/    /
AGAINST


/    /
ABSTAIN


/    /


3.





Amend the fund's
fundamental
investment
restriction with
respect to:






A.
Diversification.
/    /
/    /
/    /



B.1.
Investments in the
voting securities
of a single issuer.

/    /

/    /

/    /




C.

Making loans.

/    /

/    /

       
   /   
 /



D.2./3.
    
Investments in real
estate.
/    /
/    /
/    /



E.
Concentration of
its assets.
/    /
/    /
/    /



F.
Senior securities.
/    /
/    /
/    /



G.
Investments in
commodities.
/    /
/    /
/    /


4.

Eliminate the
fund's fundamental
investment
restriction with
respect to:






A.
Investments in
securities of
issuers in which
management of the
fund or Putnam
Investment
Management owns
securities.



/    /



/    /



/    /



B.
Margin
transactions.
/    /
/    /
/    /



C.
Short sales.
/    /
/    /
/    /



D.
Pledging assets.
/    /
/    /
/    /



       
   E.1.
/2    .
Investments in
restricted
securities.

/    /

/    /

/    /



F.1.
Investments in
certain oil, gas
and mineral
interests.

/    /

/    /

/    /



G.
Investing to gain
control of a
company's
management.

/    /

/    /

/    /


5.

Amend the        
        Declaration
of Trust of        
   Putnam Capital
Manager     Trust
to permit the
issuance of
additional classes
of shares.



/    /




/    /



/    /




                          ITT HARTFORD     LIFE INSURANCE        
   COMPANIES    


Voting Instructions for the Meeting of Shareholders to be held on
                December 5, 1996            For            
        Putnam Capital Manager Trust.

This Instruction Card is solicited by            the ITT
Hartford     Life Insurance            Companies ("ITT
Hartford")     from owners of            variable annuity
contracts and/or variable life insurance     policies issued by
           ITT Hartford     who have specified that a portion of
their investment be allocated to the fund.

Please fold and detach at perforation.  Return only the
Instruction Card below.

           FUND:     PCM GLOBAL ASSET ALLOCATION FUND

CONTRACT:  HARTFORD LIFE SEPARATE ACCOUNT
           ITT HARTFORD LIFE AND ANNUITY SEPARATE ACCOUNT TWO
           HARTFORD LIFE SEPARATE ACCOUNT VL5
           ITT HARTFORD LIFE AND ANNUITY SEPARATE ACCOUNT VL5
           HARTFORD LIFE SEPARATE ACCOUNT VL1 STAG
           ITT HARTFORD LIFE AND ANNUITY SEPARATE ACCOUNT 6

The undersigned contract/policy                     owner hereby
instructs that the votes attributable to the undersigned's
interests with respect to the            Fund     be cast as
directed on the reverse side, at the Meeting of Shareholders
                of Putnam Capital Manager Trust on December 5,
1996, at 2:00 p.m., Boston time, and at any adjournments        
   thereof.

THE INTERESTS TO WHICH THIS FORM OF INSTRUCTION RELATES WHEN
PROPERLY EXECUTED WILL BE VOTED BY ITT HARTFORD IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED.  IF NO DIRECTION IS MADE, THE
VOTES ATTRIBUTABLE TO THIS INSTRUCTION FORM WILL BE VOTED IN
FAVOR OF ELECTING TRUSTEES AS SET FORTH IN PROPOSAL 1 AND IN
FAVOR OF EACH OF THE OTHER PROPOSALS LISTED ON THE REVERSE SIDE. 
INTERESTS FOR WHICH NO INSTRUCTIONS HAVE BEEN RECEIVED BY ITT
HARTFORD WILL BE VOTED IN THE SAME RATIO AS VOTES FOR WHICH
INSTRUCTIONS HAVE BEEN RECEIVED BY ITT HARTFORD FOR THE FUND. 
The undersigned, by completing this form, does hereby authorize
ITT Hartford and its affiliates and employees to exercise their
discretion in voting upon such other business as may properly
come before the meeting.    


                         -------------------------------------
           ---
                         Contract/policy owner            
        sign here   Date


                                    ---    ----------------------
- ---------------
                         Co-owner sign here                 Date
                THE TRUSTEES RECOMMEND A VOTE FOR ELECTING ALL OF
THE NOMINEES FOR TRUSTEES AND FOR THE OTHER PROPOSALS LISTED
BELOW.

           Where there is more than one version of a proposal set
forth below you are only voting on the version applicable to your
fund or sub-account as set forth in the Proxy Statement.    

Please mark your choices / X / in blue or black ink.

1.   Proposal to elect Trustees 
     The nominees for Trustees are: J.A. Baxter, H.H. Estin, J.A.
     Hill, R.J. Jackson, E.T. Kennan, L.J. Lasser, R.E.
     Patterson, D.S. Perkins, W.F. Pounds, G. Putnam, G. Putnam,
     III, E. Shapiro, A.J.C. Smith and W.N. Thorndike.

/  /      FOR electing all the nominees 
          (except as indicated to the contrary below)

/  /      WITHHOLD authority to vote for all nominees

To withhold authority to vote for one or more of the nominees,
write those nominees' names below:

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
               


PROPOSAL TO:




2.

Ratify the
selection of Price
Waterhouse LLP as
the independent
auditors of your
fund.
FOR


/    /
AGAINST


/    /
ABSTAIN


/    /


3.





Amend the fund's
fundamental
investment
restriction with
respect to:






A.
Diversification.
/    /
/    /
/    /



B.1.
Investments in the
voting securities
of a single issuer.

/    /

/    /

/    /




C.

Making loans.

/    /

/    /

       
   /   
 /



D.2./3.
    
Investments in real
estate.
/    /
/    /
/    /



E.
Concentration of
its assets.
/    /
/    /
/    /



F.
Senior securities.
/    /
/    /
/    /



G.
Investments in
commodities.
/    /
/    /
/    /


4.

Eliminate the
fund's fundamental
investment
restriction with
respect to:






A.
Investments in
securities of
issuers in which
management of the
fund or Putnam
Investment
Management owns
securities.



/    /



/    /



/    /



B.
Margin
transactions.
/    /
/    /
/    /



C.
Short sales.
/    /
/    /
/    /



D.
Pledging assets.
/    /
/    /
/    /



       
   E.1.
/2    .
Investments in
restricted
securities.

/    /

/    /

/    /



F.1.
Investments in
certain oil, gas
and mineral
interests.

/    /

/    /

/    /



G.
Investing to gain
control of a
company's
management.

/    /

/    /

/    /


5.

Amend the        
        Declaration
of Trust of        
   Putnam Capital
Manager     Trust
to permit the
issuance of
additional classes
of shares.



/    /




/    /



/    /
       
       



                          ITT HARTFORD LIFE INSURANCE COMPANIES

Voting Instructions for the Meeting of Shareholders to be held on
December 5, 1996 For Putnam Capital Manager Trust.

This Instruction Card is solicited by the ITT Hartford Life
Insurance Companies ("ITT Hartford") from owners of variable
annuity contracts and/or variable life insurance policies issued
by ITT Hartford who have specified that a portion of their
investment be allocated to the fund.    

Please fold and detach at perforation.  Return only the
Instruction Card below.

           FUND:     PCM HIGH YIELD FUND

CONTRACT:  HARTFORD LIFE SEPARATE ACCOUNT
           ITT HARTFORD LIFE AND ANNUITY SEPARATE ACCOUNT TWO
           HARTFORD LIFE SEPARATE ACCOUNT VL5
           ITT HARTFORD LIFE AND ANNUITY SEPARATE ACCOUNT VL5

The undersigned contract/policy                     owner hereby
instructs that the votes attributable to the undersigned's
interests with respect to the            Fund     be cast as
directed on the reverse side, at the Meeting of Shareholders
                of Putnam Capital Manager Trust on December 5,
1996, at 2:00 p.m., Boston time, and at any adjournments thereof.

           THE INTERESTS TO WHICH THIS FORM OF INSTRUCTION
RELATES WHEN PROPERLY EXECUTED WILL BE VOTED BY ITT HARTFORD IN
THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED.  IF NO DIRECTION
IS MADE, THE VOTES ATTRIBUTABLE TO THIS INSTRUCTION FORM WILL BE
VOTED IN FAVOR OF ELECTING TRUSTEES AS SET FORTH IN PROPOSAL 1
AND IN FAVOR OF EACH OF THE OTHER PROPOSALS LISTED ON THE REVERSE
SIDE.  INTERESTS FOR WHICH NO INSTRUCTIONS HAVE BEEN RECEIVED BY
ITT HARTFORD WILL BE VOTED IN THE SAME RATIO AS VOTES FOR WHICH
INSTRUCTIONS HAVE BEEN RECEIVED BY ITT HARTFORD FOR THE FUND. 
The undersigned, by completing this form, does hereby authorize
ITT Hartford and its affiliates and employees to exercise their
discretion in voting upon such other business as may properly
come before the meeting.    


                         -------------------------------------
           ---
                         Contract/policy owner            
        sign here   Date


                                    ---    ----------------------
- ---------------
                         Co-owner sign here                 Date

               


THE TRUSTEES RECOMMEND A VOTE FOR ELECTING ALL OF THE NOMINEES
FOR TRUSTEES AND FOR THE OTHER PROPOSALS LISTED BELOW.

           Where there is more than one version of a proposal set
forth below you are only voting on the version applicable to your
fund or sub-account as set forth in the Proxy Statement.    

Please mark your choices / X / in blue or black ink.

1.   Proposal to elect Trustees 
     The nominees for Trustees are: J.A. Baxter, H.H. Estin, J.A.
     Hill, R.J. Jackson, E.T. Kennan, L.J. Lasser, R.E.
     Patterson, D.S. Perkins, W.F. Pounds, G. Putnam, G. Putnam,
     III, E. Shapiro, A.J.C. Smith and W.N. Thorndike.

/  /      FOR electing all the nominees 
          (except as indicated to the contrary below)

/  /      WITHHOLD authority to vote for all nominees

To withhold authority to vote for one or more of the nominees,
write those nominees' names below:

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
               


PROPOSAL TO:




2.

Ratify the
selection of Price
Waterhouse LLP as
the independent
auditors of your
fund.
FOR


/    /
AGAINST


/    /
ABSTAIN


/    /


3.





Amend the fund's
fundamental
investment
restriction with
respect to:






A.
Diversification.
/    /
/    /
/    /



B.1.
Investments in the
voting securities
of a single issuer.

/    /

/    /

/    /




C.

Making loans.

/    /

/    /

       
   /   
 /



D.2./3.
    
Investments in real
estate.
/    /
/    /
/    /



E.
Concentration of
its assets.
/    /
/    /
/    /



F.
Senior securities.
/    /
/    /
/    /



G.
Investments in
commodities.
/    /
/    /
/    /


4.

Eliminate the
fund's fundamental
investment
restriction with
respect to:






A.
Investments in
securities of
issuers in which
management of the
fund or Putnam
Investment
Management owns
securities.



/    /



/    /



/    /



B.
Margin
transactions.
/    /
/    /
/    /



C.
Short sales.
/    /
/    /
/    /



D.
Pledging assets.
/    /
/    /
/    /



       
   E.1.
/2    .
Investments in
restricted
securities.

/    /

/    /

/    /



F.1.
Investments in
certain oil, gas
and mineral
interests.

/    /

/    /

/    /



G.
Investing to gain
control of a
company's
management.

/    /

/    /

/    /


5.

Amend the        
        Declaration
of Trust of        
   Putnam Capital
Manager     Trust
to permit the
issuance of
additional classes
of shares.



/    /




/    /



/    /




                          ITT HARTFORD     LIFE INSURANCE        
   COMPANIES    

Voting Instructions for the Meeting of Shareholders to be held on
                December 5, 1996            For            
        Putnam Capital Manager Trust.

This Instruction Card is solicited by            the ITT
Hartford     Life Insurance            Companies ("ITT
Hartford")     from owners of            variable annuity
contracts and/or variable life insurance     policies issued by
           ITT Hartford     who have specified that a portion of
their investment be allocated to the fund.

Please fold and detach at perforation.  Return only the
Instruction Card below.

           FUND:     PCM MONEY MARKET FUND

CONTRACT:  HARTFORD LIFE SEPARATE ACCOUNT
           ITT HARTFORD LIFE AND ANNUITY SEPARATE ACCOUNT TWO
           HARTFORD LIFE SEPARATE ACCOUNT VL5
           ITT HARTFORD LIFE AND ANNUITY SEPARATE ACCOUNT VL5

The undersigned contract/policy                     owner hereby
instructs that the votes attributable to the undersigned's
interests with respect to the            Fund     be cast as
directed on the reverse side, at the Meeting of Shareholders
                of Putnam Capital Manager Trust on December 5,
1996, at 2:00 p.m., Boston time, and at any adjournments thereof.

           THE INTERESTS TO WHICH THIS FORM OF INSTRUCTION
RELATES WHEN PROPERLY EXECUTED WILL BE VOTED BY ITT HARTFORD IN
THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED.  IF NO DIRECTION
IS MADE, THE VOTES ATTRIBUTABLE TO THIS INSTRUCTION FORM WILL BE
VOTED IN FAVOR OF ELECTING TRUSTEES AS SET FORTH IN PROPOSAL 1
AND IN FAVOR OF EACH OF THE OTHER PROPOSALS LISTED ON THE REVERSE
SIDE.  INTERESTS FOR WHICH NO INSTRUCTIONS HAVE BEEN RECEIVED BY
ITT HARTFORD WILL BE VOTED IN THE SAME RATIO AS VOTES FOR WHICH
INSTRUCTIONS HAVE BEEN RECEIVED BY ITT HARTFORD FOR THE FUND. 
The undersigned, by completing this form, does hereby authorize
ITT Hartford and its affiliates and employees to exercise their
discretion in voting upon such other business as may properly
come before the meeting.    


                         -------------------------------------
           ---
                         Contract/policy owner            
        sign here   Date


                                    ---    ----------------------
- ---------------
                         Co-owner sign here                 Date

               


THE TRUSTEES RECOMMEND A VOTE FOR ELECTING ALL OF THE NOMINEES
FOR TRUSTEES AND FOR THE OTHER PROPOSALS LISTED BELOW.

           Where there is more than one version of a proposal set
forth below you are only voting on the version applicable to your
fund or sub-account as set forth in the Proxy Statement.    
               
Please mark your choices / X / in blue or black ink.

1.   Proposal to elect Trustees 
     The nominees for Trustees are: J.A. Baxter, H.H. Estin, J.A.
     Hill, R.J. Jackson, E.T. Kennan, L.J. Lasser, R.E.
     Patterson, D.S. Perkins, W.F. Pounds, G. Putnam, G. Putnam,
     III, E. Shapiro, A.J.C. Smith and W.N. Thorndike.

/  /      FOR electing all the nominees 
          (except as indicated to the contrary below)

/  /      WITHHOLD authority to vote for all nominees

To withhold authority to vote for one or more of the nominees,
write those nominees' names below:

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 


PROPOSAL TO:




2.

Ratify the
selection of Price
Waterhouse LLP as
the independent
auditors of your
fund.
FOR


/    /
AGAINST


/    /
ABSTAIN


/    /


3.





Amend the fund's
fundamental
investment
restriction with
respect to:






A.
Diversification.
/    /
/    /
/    /



B.1.
Investments in the
voting securities
of a single issuer.

/    /

/    /

/    /




C.

Making loans.

/    /

/    /

       
   /   
 /



D.2./3.
    
Investments in real
estate.
/    /
/    /
/    /



E.
Concentration of
its assets.
/    /
/    /
/    /



F.
Senior securities.
/    /
/    /
/    /



G.
Investments in
commodities.
/    /
/    /
/    /


4.

Eliminate the
fund's fundamental
investment
restriction with
respect to:






A.
Investments in
securities of
issuers in which
management of the
fund or Putnam
Investment
Management owns
securities.



/    /



/    /



/    /



B.
Margin
transactions.
/    /
/    /
/    /



C.
Short sales.
/    /
/    /
/    /



D.
Pledging assets.
/    /
/    /
/    /



       
   E.1.
/2    .
Investments in
restricted
securities.

/    /

/    /

/    /



F.1.
Investments in
certain oil, gas
and mineral
interests.

/    /

/    /

/    /



G.
Investing to gain
control of a
company's
management.

/    /

/    /

/    /


5.

Amend the
Declaration of
Trust of        
   Putnam Capital
Manager     Trust
to permit the
issuance of
additional classes
of shares.



/    /




/    /



/    /
       
       



                          ITT HARTFORD LIFE INSURANCE COMPANIES


Voting Instructions for the Meeting of Shareholders to be held on
December 5, 1996 For Putnam Capital Manager Trust.

This Instruction Card is solicited by the ITT Hartford Life
Insurance Companies ("ITT Hartford") from owners of variable
annuity contracts and/or variable life insurance policies issued
by ITT Hartford who have specified that a portion of their
investment be allocated to the fund.    

Please fold and detach at perforation.  Return only the
Instruction Card below.

           FUND:     PCM U.S. GOVERNMENT AND HIGH QUALITY BOND
FUND

CONTRACT:  HARTFORD LIFE SEPARATE ACCOUNT
           ITT HARTFORD LIFE AND ANNUITY SEPARATE ACCOUNT TWO
           HARTFORD LIFE SEPARATE ACCOUNT VL5
           ITT HARTFORD LIFE AND ANNUITY SEPARATE ACCOUNT VL5
           HARTFORD LIFE SEPARATE ACCOUNT VL1 STAG
           ITT HARTFORD LIFE AND ANNUITY SEPARATE ACCOUNT 6 

The undersigned contract/policy                     owner hereby
instructs that the votes attributable to the undersigned's
interests with respect to the            Fund     be cast as
directed on the reverse side, at the Meeting of Shareholders
                of Putnam Capital Manager Trust on December 5,
1996, at 2:00 p.m., Boston time, and at any adjournments thereof.

           THE INTERESTS TO WHICH THIS FORM OF INSTRUCTION
RELATES WHEN PROPERLY EXECUTED WILL BE VOTED BY ITT HARTFORD IN
THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED.  IF NO DIRECTION
IS MADE, THE VOTES ATTRIBUTABLE TO THIS INSTRUCTION FORM WILL BE
VOTED IN FAVOR OF ELECTING TRUSTEES AS SET FORTH IN PROPOSAL 1
AND IN FAVOR OF EACH OF THE OTHER PROPOSALS LISTED ON THE REVERSE
SIDE.  INTERESTS FOR WHICH NO INSTRUCTIONS HAVE BEEN RECEIVED BY
ITT HARTFORD WILL BE VOTED IN THE SAME RATIO AS VOTES FOR WHICH
INSTRUCTIONS HAVE BEEN RECEIVED BY ITT HARTFORD FOR THE FUND. 
The undersigned, by completing this form, does hereby authorize
ITT Hartford and its affiliates and employees to exercise their
discretion in voting upon such other business as may properly
come before the meeting.    


                         -------------------------------------
           ---
                         Contract/policy owner            
        sign here   Date


                                    ---    ----------------------
- ---------------
                         Co-owner sign here                 Date
               

THE TRUSTEES RECOMMEND A VOTE FOR ELECTING ALL OF THE NOMINEES
FOR TRUSTEES AND FOR THE OTHER PROPOSALS LISTED BELOW.

           Where there is more than one version of a proposal set
forth below you are only voting on the version applicable to your
fund or sub-account as set forth in the Proxy Statement.    

Please mark your choices / X / in blue or black ink.

1.   Proposal to elect Trustees 
     The nominees for Trustees are: J.A. Baxter, H.H. Estin, J.A.
     Hill, R.J. Jackson, E.T. Kennan, L.J. Lasser, R.E.
     Patterson, D.S. Perkins, W.F. Pounds, G. Putnam, G. Putnam,
     III, E. Shapiro, A.J.C. Smith and W.N. Thorndike.

/  /      FOR electing all the nominees 
          (except as indicated to the contrary below)

/  /      WITHHOLD authority to vote for all nominees

To withhold authority to vote for one or more of the nominees,
write those nominees' names below:

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
               


PROPOSAL TO:




2.

Ratify the
selection of Price
Waterhouse LLP as
the independent
auditors of your
fund.
FOR


/    /
AGAINST


/    /
ABSTAIN


/    /


3.





Amend the fund's
fundamental
investment
restriction with
respect to:






A.
Diversification.
/    /
/    /
/    /



B.1.
Investments in the
voting securities
of a single issuer.

/    /

/    /

/    /




C.

Making loans.

/    /

/    /

       
   /   
 /



D.2./3.
    
Investments in real
estate.
/    /
/    /
/    /



E.
Concentration of
its assets.
/    /
/    /
/    /



F.
Senior securities.
/    /
/    /
/    /



G.
Investments in
commodities.
/    /
/    /
/    /


4.

Eliminate the
fund's fundamental
investment
restriction with
respect to:






A.
Investments in
securities of
issuers in which
management of the
fund or Putnam
Investment
Management owns
securities.



/    /



/    /



/    /



B.
Margin
transactions.
/    /
/    /
/    /



C.
Short sales.
/    /
/    /
/    /



D.
Pledging assets.
/    /
/    /
/    /



       
   E.1.
/2    .
Investments in
restricted
securities.

/    /

/    /

/    /



F.1.
Investments in
certain oil, gas
and mineral
interests.

/    /

/    /

/    /



G.
Investing to gain
control of a
company's
management.

/    /

/    /

/    /


5.

Amend the        
        Declaration
of Trust of        
   Putnam Capital
Manager     Trust
to permit the
issuance of
additional classes
of shares.



/    /




/    /



/    /
       
       



                          ITT HARTFORD LIFE INSURANCE COMPANIES


Voting Instructions for the Meeting of Shareholders to be held on
December 5, 1996 For Putnam Capital Manager Trust.

This Instruction Card is solicited by the ITT Hartford Life
Insurance Companies ("ITT Hartford") from owners of variable
annuity contracts and/or variable life insurance policies issued
by ITT Hartford who have specified that a portion of their
investment be allocated to the fund.    

Please fold and detach at perforation.  Return only the
Instruction Card below.

           FUND:     PCM VOYAGER FUND

CONTRACT:  HARTFORD LIFE SEPARATE ACCOUNT 
           ITT HARTFORD LIFE AND ANNUITY SEPARATE ACCOUNT TWO
           HARTFORD LIFE SEPARATE ACCOUNT VL5
           ITT HARTFORD LIFE AND ANNUITY SEPARATE ACCOUNT VL5

The undersigned contract/policy                     owner hereby
instructs that the votes attributable to the undersigned's
interests with respect to the            Fund     be cast as
directed on the reverse side, at the Meeting of Shareholders
                of Putnam Capital Manager Trust on December 5,
1996, at 2:00 p.m., Boston time, and at any adjournments thereof.

           THE INTERESTS TO WHICH THIS FORM OF INSTRUCTION
RELATES WHEN PROPERLY EXECUTED WILL BE VOTED BY ITT HARTFORD IN
THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED.  IF NO DIRECTION
IS MADE, THE VOTES ATTRIBUTABLE TO THIS INSTRUCTION FORM WILL BE
VOTED IN FAVOR OF ELECTING TRUSTEES AS SET FORTH IN PROPOSAL 1
AND IN FAVOR OF EACH OF THE OTHER PROPOSALS LISTED ON THE REVERSE
SIDE.  INTERESTS FOR WHICH NO INSTRUCTIONS HAVE BEEN RECEIVED BY
ITT HARTFORD WILL BE VOTED IN THE SAME RATIO AS VOTES FOR WHICH
INSTRUCTIONS HAVE BEEN RECEIVED BY ITT HARTFORD FOR THE FUND. 
The undersigned, by completing this form, does hereby authorize
ITT Hartford and its affiliates and employees to exercise their
discretion in voting upon such other business as may properly
come before the meeting.    


                         -------------------------------------
           ---
                         Contract/policy owner            
        sign here   Date


                                    ---    ----------------------
- ---------------
                         Co-owner sign here                 Date
               

THE TRUSTEES RECOMMEND A VOTE FOR ELECTING ALL OF THE NOMINEES
FOR TRUSTEES AND FOR THE OTHER PROPOSALS LISTED BELOW.

           Where there is more than one version of a proposal set
forth below you are only voting on the version applicable to your
fund or sub-account as set forth in the Proxy Statement.    

Please mark your choices / X / in blue or black ink.

1.   Proposal to elect Trustees 
     The nominees for Trustees are: J.A. Baxter, H.H. Estin, J.A.
     Hill, R.J. Jackson, E.T. Kennan, L.J. Lasser, R.E.
     Patterson, D.S. Perkins, W.F. Pounds, G. Putnam, G. Putnam,
     III, E. Shapiro, A.J.C. Smith and W.N. Thorndike.

/  /      FOR electing all the nominees 
          (except as indicated to the contrary below)

/  /      WITHHOLD authority to vote for all nominees

To withhold authority to vote for one or more of the nominees,
write those nominees' names below:

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
               


PROPOSAL TO:




2.

Ratify the
selection of Price
Waterhouse LLP as
the independent
auditors of your
fund.
FOR


/    /
AGAINST


/    /
ABSTAIN


/    /


3.





Amend the fund's
fundamental
investment
restriction with
respect to:






       
   A.
Diversification.
/    /
/    /
/   
/    



B.1.
Investments in the
voting securities
of a single issuer.

/    /

/    /

/    /




C.

Making loans.

/    /

/    /

       
   /   
 /



D.2./3.
    
Investments in real
estate.
/    /
/    /
/    /



E.
Concentration of
its assets.
/    /
/    /
/    /



F.
Senior securities.
/    /
/    /
/    /



G.
Investments in
commodities.
/    /
/    /
/    /


4.

Eliminate the
fund's fundamental
investment
restriction with
respect to:






A.
Investments in
securities of
issuers in which
management of the
fund or Putnam
Investment
Management owns
securities.



/    /



/    /



/    /



B.
Margin
transactions.
/    /
/    /
/    /



C.
Short sales.
/    /
/    /
/    /



D.
Pledging assets.
/    /
/    /
/    /



       
   E.1.
/2    .
Investments in
restricted
securities.

/    /

/    /

/    /



F.1.
Investments in
certain oil, gas
and mineral
interests.

/    /

/    /

/    /



G.
Investing to gain
control of a
company's
management.

/    /

/    /

/    /


5.

Amend the        
        Declaration
of Trust of        
   Putnam Capital
Manager     Trust
to permit the
issuance of
additional classes
of shares.



/    /




/    /



/    /




                          ITT HARTFORD     LIFE INSURANCE        
   COMPANIES    


Voting Instructions for the Meeting of Shareholders to be held on
                December 5, 1996            For            
        Putnam Capital Manager Trust.

This Instruction Card is solicited by            the ITT
Hartford     Life Insurance            Companies ("ITT
Hartford")     from owners of            variable annuity
contracts and/or variable life insurance     policies issued by
           ITT Hartford     who have specified that a portion of
their investment be allocated to the fund.

Please fold and detach at perforation.  Return only the
Instruction Card below.

           FUND:     PCM ASIA PACIFIC GROWTH FUND

CONTRACT:  HARTFORD LIFE SEPARATE ACCOUNT
           ITT HARTFORD LIFE AND ANNUITY SEPARATE ACCOUNT TWO
           HARTFORD LIFE SEPARATE ACCOUNT VL5
           ITT HARTFORD LIFE AND ANNUITY SEPARATE ACCOUNT VL5

The undersigned contract/policy                     owner hereby
instructs that the votes attributable to the undersigned's
interests with respect to the            Fund     be cast as
directed on the reverse side, at the Meeting of Shareholders
                of Putnam Capital Manager Trust on December 5,
1996, at 2:00 p.m., Boston time, and at any adjournments thereof.

           THE INTERESTS TO WHICH THIS FORM OF INSTRUCTION
RELATES WHEN PROPERLY EXECUTED WILL BE VOTED BY ITT HARTFORD IN
THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED.  IF NO DIRECTION
IS MADE, THE VOTES ATTRIBUTABLE TO THIS INSTRUCTION FORM WILL BE
VOTED IN FAVOR OF ELECTING TRUSTEES AS SET FORTH IN PROPOSAL 1
AND IN FAVOR OF EACH OF THE OTHER PROPOSALS LISTED ON THE REVERSE
SIDE.  INTERESTS FOR WHICH NO INSTRUCTIONS HAVE BEEN RECEIVED BY
ITT HARTFORD WILL BE VOTED IN THE SAME RATIO AS VOTES FOR WHICH
INSTRUCTIONS HAVE BEEN RECEIVED BY ITT HARTFORD FOR THE FUND. 
The undersigned, by completing this form, does hereby authorize
ITT Hartford and its affiliates and employees to exercise their
discretion in voting upon such other business as may properly
come before the meeting.    


                         -------------------------------------
           ---
                         Contract/policy owner            
        sign here   Date


                                    ---    ----------------------
- ---------------
                         Co-owner sign here                 Date

               


THE TRUSTEES RECOMMEND A VOTE FOR ELECTING ALL OF THE NOMINEES
FOR TRUSTEES AND FOR THE OTHER PROPOSALS LISTED BELOW.

           Where there is more than one version of a proposal set
forth below you are only voting on the version applicable to your
fund or sub-account as set forth in the Proxy Statement.    

Please mark your choices / X / in blue or black ink.

1.   Proposal to elect Trustees 
     The nominees for Trustees are: J.A. Baxter, H.H. Estin, J.A.
     Hill, R.J. Jackson, E.T. Kennan, L.J. Lasser, R.E.
     Patterson, D.S. Perkins, W.F. Pounds, G. Putnam, G. Putnam,
     III, E. Shapiro, A.J.C. Smith and W.N. Thorndike.

/  /      FOR electing all the nominees 
          (except as indicated to the contrary below)

/  /      WITHHOLD authority to vote for all nominees

To withhold authority to vote for one or more of the nominees,
write those nominees' names below:

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 
               

PROPOSAL TO:




2.

Ratify the selection
of Price Waterhouse
LLP as the
independent auditors
of your fund.
FOR


/    /
AGAINST


/    /
ABSTAIN


/    /


3.





Amend the fund's
fundamental
investment
restriction with
respect to:






       
   B.1.
/2    .
Investments in the
voting securities of
a single issuer.

/    /

/    /

/    /




C.

Making loans.

/    /

/    /

/    /




       
   D.1<
/R>.

Investments in real
estate.
/    /
/    /
/    /



E.
Concentration of its
assets.
/    /
/    /
/    /



F.
Senior securities.
/    /
/    /
/    /



G.
Investments in
commodities.
/    /
/    /
/    /


4.

Eliminate the fund's
fundamental
investment
restriction with
respect to:






A.
Investments in
securities of
issuers in which
management of the
fund or Putnam
Investment
Management owns
securities.
/    /
/    /
/    /



B.
Margin transactions.
/    /
/    /
/    /



C.
Short sales.
/    /
/    /
/    /



D.
Pledging assets.
/    /
/    /
/    /




    
       
   F.1.
/2    
       
       
 .
Investments in
certain oil, gas and
mineral interests.

/    /

/    /

/    /



G.
Investing to gain
control of a
company's
management.

/    /

/    /

/    /


5.

           Amend    
the                
Declaration of Trust
of the        
   Putnam Capital
Manager     Trust to
permit the issuance
of additional
classes of shares.
/    /
/    /
/    /


                          ITT HARTFORD     LIFE INSURANCE        
   COMPANIES    


Voting Instructions for the Meeting of Shareholders to be held
                on December 5, 1996            For            
        Putnam Capital Manager Trust.

This Instruction Card is solicited by            the ITT
Hartford     Life Insurance            Companies ("ITT
Hartford")     from owners of            variable annuity
contracts and/or variable life insurance     policies issued by
           ITT Hartford     who have specified that a portion of
their investment be allocated to the fund.

Please fold and detach at perforation.  Return only the
Instruction Card below.

           FUND:     PCM NEW OPPORTUNITIES FUND

CONTRACT:  HARTFORD LIFE SEPARATE ACCOUNT 
           ITT HARTFORD LIFE AND ANNUITY SEPARATE ACCOUNT TWO
           HARTFORD LIFE SEPARATE ACCOUNT VL5
           ITT HARTFORD LIFE AND ANNUITY SEPARATE ACCOUNT VL5

The undersigned contract/policy                     owner hereby
instructs that the votes attributable to the undersigned's
interests with respect to the            Fund     be cast as
directed on the reverse side, at the Meeting of Shareholders
                of Putnam Capital Manager Trust on December 5,
1996, at 2:00 p.m., Boston time, and at any adjournments thereof.

           THE INTERESTS TO WHICH THIS FORM OF INSTRUCTION
RELATES WHEN PROPERLY EXECUTED WILL BE VOTED BY ITT HARTFORD IN
THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED.  IF NO DIRECTION
IS MADE, THE VOTES ATTRIBUTABLE TO THIS INSTRUCTION FORM WILL BE
VOTED IN FAVOR OF ELECTING TRUSTEES AS SET FORTH IN PROPOSAL 1
AND IN FAVOR OF EACH OF THE OTHER PROPOSALS LISTED ON THE REVERSE
SIDE.  INTERESTS FOR WHICH NO INSTRUCTIONS HAVE BEEN RECEIVED BY
ITT HARTFORD WILL BE VOTED IN THE SAME RATIO AS VOTES FOR WHICH
INSTRUCTIONS HAVE BEEN RECEIVED BY ITT HARTFORD FOR THE FUND. 
The undersigned, by completing this form, does hereby authorize
ITT Hartford and its affiliates and employees to exercise their
discretion in voting upon such other business as may properly
come before the meeting.    


                         -------------------------------------
           ---
                         Contract/policy owner            
        sign here   Date


                                    ---    ----------------------
- ---------------
                         Co-owner sign here                 Date

               


THE TRUSTEES RECOMMEND A VOTE FOR ELECTING ALL OF THE NOMINEES
FOR TRUSTEES AND FOR THE OTHER PROPOSALS LISTED BELOW.

           Where there is more than one version of a proposal set
forth below you are only voting on the version applicable to your
fund or sub-account as set forth in the Proxy Statement.    

Please mark your choices / X / in blue or black ink.

1.   Proposal to elect Trustees 
     The nominees for Trustees are: J.A. Baxter, H.H. Estin, J.A.
     Hill, R.J. Jackson, E.T. Kennan, L.J. Lasser, R.E.
     Patterson, D.S. Perkins, W.F. Pounds, G. Putnam, G. Putnam,
     III, E. Shapiro, A.J.C. Smith and W.N. Thorndike.

/  /      FOR electing all the nominees 
          (except as indicated to the contrary below)

/  /      WITHHOLD authority to vote for all nominees

To withhold authority to vote for one or more of the nominees,
write those nominees' names below:

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 
               

PROPOSAL TO:




2.

Ratify the selection
of Price Waterhouse
LLP as the
independent auditors
of your fund.
FOR


/    /
AGAINST


/    /
ABSTAIN


/    /


3.





Amend the fund's
fundamental
investment
restriction with
respect to:






       
   B.1.
/2    .
Investments in the
voting securities of
a single issuer.

/    /

/    /

/    /




C.

Making loans.

/    /

/    /

/    /




       
   D.1<
/R>.

Investments in real
estate.
/    /
/    /
/    /



E.
Concentration of its
assets.
/    /
/    /
/    /



F.
Senior securities.
/    /
/    /
/    /



G.
Investments in
commodities.
/    /
/    /
/    /


4.

Eliminate the fund's
fundamental
investment
restriction with
respect to:






A.
Investments in
securities of
issuers in which
management of the
fund or Putnam
Investment
Management owns
securities.
/    /
/    /
/    /



B.
Margin transactions.
/    /
/    /
/    /



C.
Short sales.
/    /
/    /
/    /



D.
Pledging assets.
/    /
/    /
/    /




    
       
   F.1.
/2    
       
       
 .
Investments in
certain oil, gas and
mineral interests.

/    /

/    /

/    /



G.
Investing to gain
control of a
company's
management.

/    /

/    /

/    /


5.

Amend the        
        Declaration
of Trust of the
           Putnam
Capital Manager    
Trust to permit the
issuance of
additional classes
of shares.
/    /
/    /
/    /


                          ITT HARTFORD     LIFE INSURANCE        
   COMPANIES    


Voting Instructions for the Meeting of Shareholders to be held on
December 5, 1996            For                     Putnam
Capital Manager Trust.

This Instruction Card is solicited by            the ITT
Hartford     Life Insurance            Companies ("ITT
Hartford")     from owners of variable annuity        
   contracts and/or     variable life            insurance    
policies issued by            ITT Hartford     who have specified
that a portion of their investment be allocated to the fund.

Please fold and detach at perforation.  Return only the
Instruction Card below.

FUND:      PCM            UTILITIES GROWTH AND INCOME FUND    

           CONTRACT:  HARTFORD LIFE SEPARATE ACCOUNT
           ITT HARTFORD LIFE AND ANNUITY SEPARATE ACCOUNT TWO
           HARTFORD LIFE SEPARATE ACCOUNT VL5
           ITT HARTFORD LIFE AND ANNUITY SEPARATE ACCOUNT VL5

The undersigned contract/policy     owner hereby instructs that
the votes attributable to the undersigned's interests with
respect to the            Fund     be cast as directed on the
reverse side, at the Meeting of Shareholders                 of
Putnam Capital Manager Trust on December 5, 1996, at 2:00 p.m.,
Boston time, and at any adjournments thereof.

           THE INTERESTS TO WHICH THIS FORM OF INSTRUCTION
RELATES WHEN PROPERLY EXECUTED WILL BE VOTED BY ITT HARTFORD IN
THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED.  IF NO DIRECTION
IS MADE, THE VOTES ATTRIBUTABLE TO THIS INSTRUCTION FORM WILL BE
VOTED IN FAVOR OF ELECTING TRUSTEES AS SET FORTH IN PROPOSAL 1
AND IN FAVOR OF EACH OF THE OTHER PROPOSALS LISTED ON THE REVERSE
SIDE.  INTERESTS FOR WHICH NO INSTRUCTIONS HAVE BEEN RECEIVED BY
ITT HARTFORD WILL BE VOTED IN THE SAME RATIO AS VOTES FOR WHICH
INSTRUCTIONS HAVE BEEN RECEIVED BY ITT HARTFORD FOR THE FUND. 
The undersigned, by completing this form, does hereby authorize
ITT Hartford and its affiliates and employees to exercise their
discretion in voting upon such other business as may properly
come before the meeting.    


                         -------------------------------------
           ---
                         Contract/policy owner            
        sign here   Date


                                    ---    ----------------------
- ---------------
                         Co-owner sign here                 Date
               

THE TRUSTEES RECOMMEND A VOTE FOR ELECTING ALL OF THE NOMINEES
FOR TRUSTEES AND FOR THE OTHER PROPOSALS LISTED BELOW.

           Where there is more than one version of a proposal set
forth below you are only voting on the version applicable to your
fund or sub-account as set forth in the Proxy Statement.    

Please mark your choices / X / in blue or black ink.

1.   Proposal to elect Trustees 
     The nominees for Trustees are: J.A. Baxter, H.H. Estin, J.A.
     Hill, R.J. Jackson, E.T. Kennan, L.J. Lasser, R.E.
     Patterson, D.S. Perkins, W.F. Pounds, G. Putnam, G. Putnam,
     III, E. Shapiro, A.J.C. Smith and W.N. Thorndike.

/  /      FOR electing all the nominees 
          (except as indicated to the contrary below)

/  /      WITHHOLD authority to vote for all nominees

To withhold authority to vote for one or more of the nominees,
write those nominees' names below:

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 
               

PROPOSAL TO:




2.

Ratify the selection
of Price Waterhouse
LLP as the
independent auditors
of your fund.
FOR


/    /
AGAINST


/    /
ABSTAIN


/    /


3.





Amend the fund's
fundamental
investment
restriction with
respect to:






       
   B.1.
/2    .
Investments in the
voting securities of
a single issuer.

/    /

/    /

/    /




C.

Making loans.

/    /

/    /

/    /




D.1.

Investments in real
estate.
/    /
/    /
/    /



E.
Concentration of its
assets.
/    /
/    /
/    /



F.
Senior securities.
/    /
/    /
/    /



G.
Investments in
commodities.
/    /
/    /
/    /


4.

Eliminate the fund's
fundamental
investment
restriction with
respect to:






A.
Investments in
securities of
issuers in which
management of the
fund or Putnam
Investment
Management owns
securities.
/    /
/    /
/    /



B.
Margin transactions.
/    /
/    /
/    /



C.
Short sales.
/    /
/    /
/    /



D.
Pledging assets.
/    /
/    /
/    /



       
   F.1.
/2    
       
       
 .
Investments in
certain oil, gas and
mineral interests.

/    /

/    /

/    /



G.
Investing to gain
control of a
company's
management.

/    /

/    /

/    /


5.

Amend the        
        Declaration
of Trust of the
           Putnam
Capital Manager    
Trust to permit the
issuance of
additional classes
of shares.
/    /
/    /
/    /


                         RELIASTAR     LIFE INSURANCE COMPANY


Voting Instructions for the Meeting of Shareholders to be held on
December 5, 1996            For                     Putnam
Capital Manager Trust.

This Instruction Card is solicited by            ReliaStar    
Life Insurance Company            ("ReliaStar")     from owners
of variable annuity            contracts and/or     variable life
           insurance     policies issued by        
   ReliaStar     who have specified that a portion of their
investment be allocated to the fund.

Please fold and detach at perforation.  Return only the
Instruction Card below.

FUND:      PCM            DIVERSIFIED INCOME FUND    

           CONTRACT:  SELECT ANNUITY III SEPARATE ACCOUNT
           SELECT ANNUITY II SEPARATE ACCOUNT
           SELECT LIFE SEPARATE ACCOUNT
           SELECT LIFE II/III VARIABLE ACCOUNT

The undersigned contract/policy     owner hereby instructs that
the votes attributable to the undersigned's interests with
respect to the            Fund     be cast as directed on the
reverse side, at the Meeting of Shareholders                 of
Putnam Capital Manager Trust on December 5, 1996, at 2:00 p.m.,
Boston time, and at any adjournments thereof.

           THE INTERESTS TO WHICH THIS FORM OF INSTRUCTION
RELATES WHEN PROPERLY EXECUTED WILL BE VOTED BY RELIASTAR IN THE
MANNER DIRECTED HEREIN BY THE UNDERSIGNED.  IF NO DIRECTION IS
MADE, THE VOTES ATTRIBUTABLE TO THIS INSTRUCTION FORM WILL BE
VOTED IN FAVOR OF ELECTING TRUSTEES AS SET FORTH IN PROPOSAL 1
AND IN FAVOR OF EACH OF THE OTHER PROPOSALS LISTED ON THE REVERSE
SIDE.  INTERESTS FOR WHICH NO INSTRUCTIONS HAVE BEEN RECEIVED BY
RELIASTAR WILL BE VOTED IN THE SAME RATIO AS VOTES FOR WHICH
INSTRUCTIONS HAVE BEEN RECEIVED BY RELIASTAR FOR THE FUND.  The
undersigned, by completing this form, does hereby authorize
ReliaStar and its affiliates and employees to exercise their
discretion in voting upon such other business as may properly
come before the meeting.    


                    -------------------------------------       
   --
                    Contract/Policy owner                    
sign here Date


                               --    ----------------------------
- ---------
                    Co-owner sign here            Date
               

THE TRUSTEES RECOMMEND A VOTE FOR ELECTING ALL OF THE NOMINEES
FOR TRUSTEES AND FOR THE OTHER PROPOSALS LISTED BELOW.

           Where there is more than one version of a proposal set
forth below you are only voting on the version applicable to your
fund or sub-account as set forth in the Proxy Statement.    

Please mark your choices / X / in blue or black ink.

1.   Proposal to elect Trustees 
     The nominees for Trustees are: J.A. Baxter, H.H. Estin, J.A.
     Hill, R.J. Jackson, E.T. Kennan, L.J. Lasser, R.E.
     Patterson, D.S. Perkins, W.F. Pounds, G. Putnam, G. Putnam,
     III, E. Shapiro, A.J.C. Smith and W.N. Thorndike.

/  /      FOR electing all the nominees 
          (except as indicated to the contrary below)

/  /      WITHHOLD authority to vote for all nominees

To withhold authority to vote for one or more of the nominees,
write those nominees' names below:

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
               


PROPOSAL TO:




2.

Ratify the
selection of Price
Waterhouse LLP as
the independent
auditors of your
fund.
FOR


/    /
AGAINST


/    /
ABSTAIN


/    /


3.





Amend the fund's
fundamental
investment
restriction with
respect to:






       
   A.
Diversification.
/    /
/    /
/   
/    



B.1.
Investments in the
voting securities
of a single issuer.

/    /

/    /

/    /




C.

Making loans.

/    /

/    /

       
   /   
 /



D.2./3.
    
Investments in real
estate.
/    /
/    /
/    /



E.
Concentration of
its assets.
/    /
/    /
/    /



F.
Senior securities.
/    /
/    /
/    /



G.
Investments in
commodities.
/    /
/    /
/    /


4.

Eliminate the
fund's fundamental
investment
restriction with
respect to:






A.
Investments in
securities of
issuers in which
management of the
fund or Putnam
Investment
Management owns
securities.



/    /



/    /



/    /



B.
Margin
transactions.
/    /
/    /
/    /



C.
Short sales.
/    /
/    /
/    /



D.
Pledging assets.
/    /
/    /
/    /



       
   E.1.
/2    .
Investments in
restricted
securities.
       
       
       
   /    
/
    
/    /

/    /



F.1.
Investments in
certain oil, gas
and mineral
interests.

/    /

/    /

/    /



G.
Investing to gain
control of a
company's
management.

/    /

/    /

/    /


5.

Amend the        
        Declaration
of Trust of        
   Putnam Capital
Manager     Trust
to permit the
issuance of
additional classes
of shares.
       
       


/    /
       
   


    
/    /



       
   /   
/    



                                   



                           RELIASTAR LIFE INSURANCE COMPANY


Voting Instructions for the Meeting of Shareholders to be held on
December 5, 1996 For Putnam Capital Manager Trust.    

This Instruction Card is solicited by            ReliaStar    
Life Insurance Company            ("ReliaStar")     from owners
of variable annuity            contracts and/or     variable life
           insurance     policies issued by        
   ReliaStar     who have specified that a portion of their
investment be allocated to the fund.

Please fold and detach at perforation.  Return only the
Instruction Card below.

FUND:      PCM            GROWTH AND INCOME FUND    

           CONTRACT:  SELECT ANNUITY III SEPARATE ACCOUNT
           SELECT ANNUITY II SEPARATE ACCOUNT
           SELECT LIFE SEPARATE ACCOUNT
           SELECT LIFE II/III VARIABLE ACCOUNT

The undersigned contract/policy     owner hereby instructs that
the votes attributable to the undersigned's interests with
respect to the            Fund     be cast as directed on the
reverse side, at the Meeting of Shareholders                 of
Putnam Capital Manager Trust on December 5, 1996, at 2:00 p.m.,
Boston time, and at any adjournments thereof.

           THE INTERESTS TO WHICH THIS FORM OF INSTRUCTION
RELATES WHEN PROPERLY EXECUTED WILL BE VOTED BY RELIASTAR IN THE
MANNER DIRECTED HEREIN BY THE UNDERSIGNED.  IF NO DIRECTION IS
MADE, THE VOTES ATTRIBUTABLE TO THIS INSTRUCTION FORM WILL BE
VOTED IN FAVOR OF ELECTING TRUSTEES AS SET FORTH IN PROPOSAL 1
AND IN FAVOR OF EACH OF THE OTHER PROPOSALS LISTED ON THE REVERSE
SIDE.  INTERESTS FOR WHICH NO INSTRUCTIONS HAVE BEEN RECEIVED BY
RELIASTAR WILL BE VOTED IN THE SAME RATIO AS VOTES FOR WHICH
INSTRUCTIONS HAVE BEEN RECEIVED BY RELIASTAR FOR THE FUND.  The
undersigned, by completing this form, does hereby authorize
ReliaStar and its affiliates and employees to exercise their
discretion in voting upon such other business as may properly
come before the meeting.    


                    -------------------------------------       
   --
                    Contract/Policy owner                    
sign here Date


                               --    ----------------------------
- ---------
                    Co-owner sign here            Date
               

THE TRUSTEES RECOMMEND A VOTE FOR ELECTING ALL OF THE NOMINEES
FOR TRUSTEES AND FOR THE OTHER PROPOSALS LISTED BELOW.

           Where there is more than one version of a proposal set
forth below you are only voting on the version applicable to your
fund or sub-account as set forth in the Proxy Statement.    

Please mark your choices / X / in blue or black ink.

1.   Proposal to elect Trustees 
     The nominees for Trustees are: J.A. Baxter, H.H. Estin, J.A.
     Hill, R.J. Jackson, E.T. Kennan, L.J. Lasser, R.E.
     Patterson, D.S. Perkins, W.F. Pounds, G. Putnam, G. Putnam,
     III, E. Shapiro, A.J.C. Smith and W.N. Thorndike.

/  /      FOR electing all the nominees 
          (except as indicated to the contrary below)

/  /      WITHHOLD authority to vote for all nominees

To withhold authority to vote for one or more of the nominees,
write those nominees' names below:

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
               


PROPOSAL TO:




2.

Ratify the
selection of Price
Waterhouse LLP as
the independent
auditors of your
fund.
FOR


/    /
AGAINST


/    /
ABSTAIN


/    /


3.





Amend the fund's
fundamental
investment
restriction with
respect to:






A.
Diversification.
/    /
/    /
/    /



B.1.
Investments in the
voting securities
of a single issuer.

/    /

/    /

/    /




C.

Making loans.

/    /

/    /

       
   /   
 /



D.2./3.
    
Investments in real
estate.
/    /
/    /
/    /



E.
Concentration of
its assets.
/    /
/    /
/    /



F.
Senior securities.
/    /
/    /
/    /



G.
Investments in
commodities.
/    /
/    /
/    /


4.

Eliminate the
fund's fundamental
investment
restriction with
respect to:






A.
Investments in
securities of
issuers in which
management of the
fund or Putnam
Investment
Management owns
securities.



/    /



/    /



/    /



B.
Margin
transactions.
/    /
/    /
/    /



C.
Short sales.
/    /
/    /
/    /



D.
Pledging assets.
/    /
/    /
/    /



       
   E.1.
/2    .
Investments in
restricted
securities.

/    /

/    /

/    /



F.1.
Investments in
certain oil, gas
and mineral
interests.

/    /

/    /

/    /



G.
Investing to gain
control of a
company's
management.

/    /

/    /

/    /


5.

Amend the        
        Declaration
of Trust of        
   Putnam Capital
Manager     Trust
to permit the
issuance of
additional classes
of shares.



/    /
       
   


    
/    /
       
   

    
/    /
       
       



                           RELIASTAR LIFE INSURANCE COMPANY


Voting Instructions for the Meeting of Shareholders to be held on
December 5, 1996 For Putnam Capital Manager Trust.    

This Instruction Card is solicited by            ReliaStar    
Life Insurance Company            ("ReliaStar")     from owners
of variable annuity            contracts and/or     variable life
           insurance     policies issued by        
   ReliaStar     who have specified that a portion of their
investment be allocated to the fund.

Please fold and detach at perforation.  Return only the
Instruction Card below.

FUND:      PCM            VOYAGER FUND    

           CONTRACT:  SELECT ANNUITY III SEPARATE ACCOUNT
           SELECT ANNUITY II SEPARATE ACCOUNT
           SELECT LIFE SEPARATE ACCOUNT
           SELECT LIFE II/III VARIABLE ACCOUNT

The undersigned contract/policy     owner hereby instructs that
the votes attributable to the undersigned's interests with
respect to the            Fund     be cast as directed on the
reverse side, at the Meeting of Shareholders                 of
Putnam Capital Manager Trust on December 5, 1996, at 2:00 p.m.,
Boston time, and at any adjournments thereof.

           THE INTERESTS TO WHICH THIS FORM OF INSTRUCTION
RELATES WHEN PROPERLY EXECUTED WILL BE VOTED BY RELIASTAR IN THE
MANNER DIRECTED HEREIN BY THE UNDERSIGNED.  IF NO DIRECTION IS
MADE, THE VOTES ATTRIBUTABLE TO THIS INSTRUCTION FORM WILL BE
VOTED IN FAVOR OF ELECTING TRUSTEES AS SET FORTH IN PROPOSAL 1
AND IN FAVOR OF EACH OF THE OTHER PROPOSALS LISTED ON THE REVERSE
SIDE.  INTERESTS FOR WHICH NO INSTRUCTIONS HAVE BEEN RECEIVED BY
RELIASTAR WILL BE VOTED IN THE SAME RATIO AS VOTES FOR WHICH
INSTRUCTIONS HAVE BEEN RECEIVED BY RELIASTAR FOR THE FUND.  The
undersigned, by completing this form, does hereby authorize
ReliaStar and its affiliates and employees to exercise their
discretion in voting upon such other business as may properly
come before the meeting.    


                    -------------------------------------       
   --
                    Contract/Policy owner                    
sign here Date


                               --    ----------------------------
- ---------
                    Co-owner sign here            Date
               

THE TRUSTEES RECOMMEND A VOTE FOR ELECTING ALL OF THE NOMINEES
FOR TRUSTEES AND FOR THE OTHER PROPOSALS LISTED BELOW.

           Where there is more than one version of a proposal set
forth below you are only voting on the version applicable to your
fund or sub-account as set forth in the Proxy Statement.    

Please mark your choices / X / in blue or black ink.

1.   Proposal to elect Trustees 
     The nominees for Trustees are: J.A. Baxter, H.H. Estin, J.A.
     Hill, R.J. Jackson, E.T. Kennan, L.J. Lasser, R.E.
     Patterson, D.S. Perkins, W.F. Pounds, G. Putnam, G. Putnam,
     III, E. Shapiro, A.J.C. Smith and W.N. Thorndike.

/  /      FOR electing all the nominees 
          (except as indicated to the contrary below)

/  /      WITHHOLD authority to vote for all nominees

To withhold authority to vote for one or more of the nominees,
write those nominees' names below:

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
               


PROPOSAL TO:




2.

Ratify the
selection of Price
Waterhouse LLP as
the independent
auditors of your
fund.
FOR


/    /
AGAINST


/    /
ABSTAIN


/    /


3.





Amend the fund's
fundamental
investment
restriction with
respect to:






A.
Diversification.
/    /
/    /
/    /



B.1.
Investments in the
voting securities
of a single issuer.

/    /

/    /

/    /




C.

Making loans.

/    /

/    /

       
   /   
 /



D.2./3.
    
Investments in real
estate.
/    /
/    /
/    /



E.
Concentration of
its assets.
/    /
/    /
/    /



F.
Senior securities.
/    /
/    /
/    /



G.
Investments in
commodities.
/    /
/    /
/    /


4.

Eliminate the
fund's fundamental
investment
restriction with
respect to:






A.
Investments in
securities of
issuers in which
management of the
fund or Putnam
Investment
Management owns
securities.



/    /



/    /



/    /



B.
Margin
transactions.
/    /
/    /
/    /



C.
Short sales.
/    /
/    /
/    /



D.
Pledging assets.
/    /
/    /
/    /



       
   E.1.
/2    .
Investments in
restricted
securities.

/    /

/    /

/    /



F.1.
Investments in
certain oil, gas
and mineral
interests.

/    /

/    /

/    /



G.
Investing to gain
control of a
company's
management.

/    /

/    /

/    /


5.

Amend the        
        Declaration
of Trust of        
   Putnam Capital
Manager     Trust
to permit the
issuance of
additional classes
of shares.



/    /
       
   


    
/    /
       
   

    
/    /
       
       



                           RELIASTAR LIFE INSURANCE COMPANY


Voting Instructions for the Meeting of Shareholders to be held on
December 5, 1996 For Putnam Capital Manager Trust.    

This Instruction Card is solicited by            ReliaStar    
Life Insurance Company            ("ReliaStar")     from owners
of variable annuity            contracts and/or     variable life
           insurance     policies issued by        
   ReliaStar     who have specified that a portion of their
investment be allocated to the fund.

Please fold and detach at perforation.  Return only the
Instruction Card below.

FUND:      PCM            ASIA PACIFIC GROWTH FUND    

           CONTRACT:  SELECT ANNUITY III SEPARATE ACCOUNT
           SELECT LIFE II/III VARIABLE ACCOUNT

The undersigned contract/policy     owner hereby instructs that
the votes attributable to the undersigned's interests with
respect to the            Fund     be cast as directed on the
reverse side, at the Meeting of Shareholders                 of
Putnam Capital Manager Trust on December 5, 1996, at 2:00 p.m.,
Boston time, and at any adjournments thereof.

           THE INTERESTS TO WHICH THIS FORM OF INSTRUCTION
RELATES WHEN PROPERLY EXECUTED WILL BE VOTED BY RELIASTAR IN THE
MANNER DIRECTED HEREIN BY THE UNDERSIGNED.  IF NO DIRECTION IS
MADE, THE VOTES ATTRIBUTABLE TO THIS INSTRUCTION FORM WILL BE
VOTED IN FAVOR OF ELECTING TRUSTEES AS SET FORTH IN PROPOSAL 1
AND IN FAVOR OF EACH OF THE OTHER PROPOSALS LISTED ON THE REVERSE
SIDE.  INTERESTS FOR WHICH NO INSTRUCTIONS HAVE BEEN RECEIVED BY
RELIASTAR WILL BE VOTED IN THE SAME RATIO AS VOTES FOR WHICH
INSTRUCTIONS HAVE BEEN RECEIVED BY RELIASTAR FOR THE FUND.  The
undersigned, by completing this form, does hereby authorize
ReliaStar and its affiliates and employees to exercise their
discretion in voting upon such other business as may properly
come before the meeting.    


                    -------------------------------------       
   --
                    Contract/Policy owner                    
sign here Date


                               --    ----------------------------
- ---------
                    Co-owner sign here            Date

               


THE TRUSTEES RECOMMEND A VOTE FOR ELECTING ALL OF THE NOMINEES
FOR TRUSTEES AND FOR THE OTHER PROPOSALS LISTED BELOW.

           Where there is more than one version of a proposal set
forth below you are only voting on the version applicable to your
fund or sub-account as set forth in the Proxy Statement.    

Please mark your choices / X / in blue or black ink.

1.   Proposal to elect Trustees 
     The nominees for Trustees are: J.A. Baxter, H.H. Estin, J.A.
     Hill, R.J. Jackson, E.T. Kennan, L.J. Lasser, R.E.
     Patterson, D.S. Perkins, W.F. Pounds, G. Putnam, G. Putnam,
     III, E. Shapiro, A.J.C. Smith and W.N. Thorndike.

/  /      FOR electing all the nominees 
          (except as indicated to the contrary below)

/  /      WITHHOLD authority to vote for all nominees

To withhold authority to vote for one or more of the nominees,
write those nominees' names below:

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 
               

PROPOSAL TO:




2.

Ratify the selection
of Price Waterhouse
LLP as the
independent auditors
of your fund.
FOR


/    /
AGAINST


/    /
ABSTAIN


/    /


3.





Amend the fund's
fundamental
investment
restriction with
respect to:






       
   B.1.
/2    .
Investments in the
voting securities of
a single issuer.

/    /

/    /

/    /




C.

Making loans.

/    /

/    /

/    /




D.1.

Investments in real
estate.
/    /
/    /
/    /



E.
Concentration of its
assets.
/    /
/    /
/    /



F.
Senior securities.
/    /
/    /
/    /



G.
Investments in
commodities.
/    /
/    /
/    /


4.

Eliminate the fund's
fundamental
investment
restriction with
respect to:






A.
Investments in
securities of
issuers in which
management of the
fund or Putnam
Investment
Management owns
securities.
/    /
/    /
/    /



B.
Margin transactions.
/    /
/    /
/    /



C.
Short sales.
/    /
/    /
/    /



D.
Pledging assets.
/    /
/    /
/    /



       
   F.1.
/2    
       
       
 .
Investments in
certain oil, gas and
mineral interests.

/    /

/    /

/    /



G.
Investing to gain
control of a
company's
management.

/    /

/    /

/    /


5.

Amend the        
        Declaration
of Trust of the
           Putnam
Capital Manager    
Trust to permit the
issuance of
additional classes
of shares.
/    /
/    /
/    /


                         RELIASTAR     LIFE INSURANCE COMPANY


Voting Instructions for the Meeting of Shareholders to be held on
December 5, 1996            For                     Putnam
Capital Manager Trust.

This Instruction Card is solicited by            ReliaStar    
Life Insurance Company            ("ReliaStar")     from owners
of variable annuity            contracts and/or     variable life
           insurance     policies issued by        
   ReliaStar     who have specified that a portion of their
investment be allocated to the fund.

Please fold and detach at perforation.  Return only the
Instruction Card below.

FUND:      PCM            NEW OPPORTUNITIES FUND    

           CONTRACT:  SELECT ANNUITY III SEPARATE ACCOUNT
           SELECT LIFE II/III VARIABLE ACCOUNT  

The undersigned contract/policy     owner hereby instructs that
the votes attributable to the undersigned's interests with
respect to the            Fund     be cast as directed on the
reverse side, at the Meeting of Shareholders                 of
Putnam Capital Manager Trust on December 5, 1996, at 2:00 p.m.,
Boston time, and at any adjournments thereof.

           THE INTERESTS TO WHICH THIS FORM OF INSTRUCTION
RELATES WHEN PROPERLY EXECUTED WILL BE VOTED BY RELIASTAR IN THE
MANNER DIRECTED HEREIN BY THE UNDERSIGNED.  IF NO DIRECTION IS
MADE, THE VOTES ATTRIBUTABLE TO THIS INSTRUCTION FORM WILL BE
VOTED IN FAVOR OF ELECTING TRUSTEES AS SET FORTH IN PROPOSAL 1
AND IN FAVOR OF EACH OF THE OTHER PROPOSALS LISTED ON THE REVERSE
SIDE.  INTERESTS FOR WHICH NO INSTRUCTIONS HAVE BEEN RECEIVED BY
RELIASTAR WILL BE VOTED IN THE SAME RATIO AS VOTES FOR WHICH
INSTRUCTIONS HAVE BEEN RECEIVED BY RELIASTAR FOR THE FUND.  The
undersigned, by completing this form, does hereby authorize
ReliaStar and its affiliates and employees to exercise their
discretion in voting upon such other business as may properly
come before the meeting.    


                    -------------------------------------       
   --
                    Contract/Policy owner                    
sign here Date


                               --    ----------------------------
- ---------
                    Co-owner sign here            Date

               


THE TRUSTEES RECOMMEND A VOTE FOR ELECTING ALL OF THE NOMINEES
FOR TRUSTEES AND FOR THE OTHER PROPOSALS LISTED BELOW.

           Where there is more than one version of a proposal set
forth below you are only voting on the version applicable to your
fund or sub-account as set forth in the Proxy Statement.    

Please mark your choices / X / in blue or black ink.

1.   Proposal to elect Trustees 
     The nominees for Trustees are: J.A. Baxter, H.H. Estin, J.A.
     Hill, R.J. Jackson, E.T. Kennan, L.J. Lasser, R.E.
     Patterson, D.S. Perkins, W.F. Pounds, G. Putnam, G. Putnam,
     III, E. Shapiro, A.J.C. Smith and W.N. Thorndike.

/  /      FOR electing all the nominees 
          (except as indicated to the contrary below)

/  /      WITHHOLD authority to vote for all nominees

To withhold authority to vote for one or more of the nominees,
write those nominees' names below:

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 


PROPOSAL TO:




2.

Ratify the selection
of Price Waterhouse
LLP as the
independent auditors
of your fund.
FOR


/    /
AGAINST


/    /
ABSTAIN


/    /


3.





Amend the fund's
fundamental
investment
restriction with
respect to:






       
   B.1.
/2    .
Investments in the
voting securities of
a single issuer.

/    /

/    /

/    /




C.

Making loans.

/    /

/    /

/    /




       
   D.1<
/R>.

Investments in real
estate.
/    /
/    /
/    /



E.
Concentration of its
assets.
/    /
/    /
/    /



F.
Senior securities.
/    /
/    /
/    /



G.
Investments in
commodities.
/    /
/    /
/    /


4.

Eliminate the fund's
fundamental
investment
restriction with
respect to:






A.
Investments in
securities of
issuers in which
management of the
fund or Putnam
Investment
Management owns
securities.
/    /
/    /
/    /



B.
Margin transactions.
/    /
/    /
/    /



C.
Short sales.
/    /
/    /
/    /



D.
Pledging assets.
/    /
/    /
/    /




    
       
   F.1.
/2    
       
       
 .
Investments in
certain oil, gas and
mineral interests.

/    /

/    /

/    /



G.
Investing to gain
control of a
company's
management.

/    /

/    /

/    /


5.

Amend the        
        Declaration
of Trust of the
           Putnam
Capital Manager    
Trust to permit the
issuance of
additional classes
of shares.
/    /
/    /
/    /


                 RELIASTAR     LIFE INSURANCE        
   COMPANY    


Voting Instructions for the Meeting of Shareholders to be held on
December 5, 1996            For                     Putnam
Capital Manager Trust.

This Instruction Card is solicited by            ReliaStar    
Life Insurance            Company ("ReliaStar")     from owners
of variable annuity            contracts and/or variable life
insurance     policies issued by            ReliaStar     who
have specified that a portion of their investment be allocated to
the fund.

Please fold and detach at perforation.  Return only the
Instruction Card below.

           FUND:     PCM UTILITIES GROWTH AND INCOME FUND

CONTRACT:  SELECT ANNUITY III SEPARATE ACCOUNT
           SELECT ANNUITY II SEPARATE ACCOUNT
           SELECT LIFE SEPARATE ACCOUNT
           SELECT LIFE II/III VARIABLE ACCOUNT

The undersigned contract/policy                     owner hereby
instructs that the votes attributable to the undersigned's
interests with respect to the            Fund     be cast as
directed on the reverse side, at the Meeting of Shareholders
                of Putnam Capital Manager Trust on December 5,
1996, at 2:00 p.m., Boston time, and at any adjournments thereof.

           THE INTERESTS TO WHICH THIS FORM OF INSTRUCTION
RELATES WHEN PROPERLY EXECUTED WILL BE VOTED BY RELIASTAR IN THE
MANNER DIRECTED HEREIN BY THE UNDERSIGNED.  IF NO DIRECTION IS
MADE, THE VOTES ATTRIBUTABLE TO THIS INSTRUCTION FORM WILL BE
VOTED IN FAVOR OF ELECTING TRUSTEES AS SET FORTH IN PROPOSAL 1
AND IN FAVOR OF EACH OF THE OTHER PROPOSALS LISTED ON THE REVERSE
SIDE.  INTERESTS FOR WHICH NO INSTRUCTIONS HAVE BEEN RECEIVED BY
RELIASTAR WILL BE VOTED IN THE SAME RATIO AS VOTES FOR WHICH
INSTRUCTIONS HAVE BEEN RECEIVED BY RELIASTAR FOR THE FUND.  The
undersigned, by completing this form, does hereby authorize
ReliaStar and its affiliates and employees to exercise their
discretion in voting upon such other business as may properly
come before the meeting.    


                    --------------------------------           --
- -----
                    Contract/Policy owner                    
sign here Date


                               -------    -----------------------
- ---------
                    Co-owner sign here            Date

               


THE TRUSTEES RECOMMEND A VOTE FOR ELECTING ALL OF THE NOMINEES
FOR TRUSTEES AND FOR THE OTHER PROPOSALS LISTED BELOW.

           Where there is more than one version of a proposal set
forth below you are only voting on the version applicable to your
fund or sub-account as set forth in the Proxy Statement.    

Please mark your choices / X / in blue or black ink.

1.   Proposal to elect Trustees 
     The nominees for Trustees are: J.A. Baxter, H.H. Estin, J.A.
     Hill, R.J. Jackson, E.T. Kennan, L.J. Lasser, R.E.
     Patterson, D.S. Perkins, W.F. Pounds, G. Putnam, G. Putnam,
     III, E. Shapiro, A.J.C. Smith and W.N. Thorndike.

/  /      FOR electing all the nominees 
          (except as indicated to the contrary below)

/  /      WITHHOLD authority to vote for all nominees

To withhold authority to vote for one or more of the nominees,
write those nominees' names below:

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 
               

PROPOSAL TO:




2.

Ratify the selection
of Price Waterhouse
LLP as the
independent auditors
of your fund.
FOR


/    /
AGAINST


/    /
ABSTAIN


/    /


3.





Amend the fund's
fundamental
investment
restriction with
respect to:






       
   B.1.
/2    .
Investments in the
voting securities of
a single issuer.

/    /

/    /

/    /




C.

Making loans.

/    /

/    /

/    /




       
   D.1<
/R>.

Investments in real
estate.
/    /
/    /
/    /



E.
Concentration of its
assets.
/    /
/    /
/    /



F.
Senior securities.
/    /
/    /
/    /



G.
Investments in
commodities.
/    /
/    /
/    /


4.

Eliminate the fund's
fundamental
investment
restriction with
respect to:






A.
Investments in
securities of
issuers in which
management of the
fund or Putnam
Investment
Management owns
securities.
/    /
/    /
/    /



B.
Margin transactions.
/    /
/    /
/    /



C.
Short sales.
/    /
/    /
/    /



D.
Pledging assets.
/    /
/    /
/    /




    
       
   F.1.
/2.    
Investments in
           certain
oil, gas and mineral
interests    .

       
       /  
 /

/    /

/    /



G.
Investing to gain
control of a
company's
management.

/    /

/    /

/    /


5.

Amend the        
        Declaration
of Trust of the
           Putnam
Capital Manager    
Trust to permit the
issuance of
additional classes
of shares.
/    /
/    /
/    /


         AMERICAN ENTERPRISE LIFE INSURANCE        
   COMPANY    


Voting Instructions for the Meeting of Shareholders to be held on
December 5, 1996            For                     Putnam
Capital Manager Trust.

This Instruction Card is solicited by            the     American
Enterprise Life Insurance            Company     ("American
Enterprise            Life")     from owners of variable annuity
           contracts and/or variable life insurance     policies
issued by American Enterprise            Life     who have
specified that a portion of their investment be allocated to the
fund.

Please fold and detach at perforation.  Return only the
Instruction Card below.

           FUND:  PCM DIVERSIFIED INCOME FUND    

The undersigned            contract/policy     owner hereby
instructs that the votes attributable to the undersigned's
interests with respect to the            Fund     be cast as
directed on the reverse side, at the Meeting of Shareholders
                of Putnam Capital Manager Trust on December 5,
1996, at 2:00 p.m., Boston time, and at any adjournments thereof.

           THE INTERESTS TO WHICH THIS FORM OF INSTRUCTION
RELATES WHEN PROPERLY EXECUTED WILL BE VOTED BY AMERICAN
ENTERPRISE LIFE IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED. 
IF NO DIRECTION IS MADE, THE VOTES ATTRIBUTABLE TO THIS
INSTRUCTION FORM WILL BE VOTED IN FAVOR OF ELECTING TRUSTEES AS
SET FORTH IN PROPOSAL 1 AND IN FAVOR OF EACH OF THE OTHER
PROPOSALS LISTED ON THE REVERSE SIDE.  INTERESTS FOR WHICH NO
INSTRUCTIONS HAVE BEEN RECEIVED BY AMERICAN ENTERPRISE LIFE WILL
BE VOTED IN THE SAME RATIO AS VOTES FOR WHICH INSTRUCTIONS HAVE
BEEN RECEIVED BY AMERICAN ENTERPRISE LIFE FOR THE FUND.  The
undersigned, by completing this form, does hereby authorize
American Enterprise Life and its affiliates and employees to
exercise their discretion in voting upon such other business as
may properly come before the meeting.    


                         --------------------------------       
   --------
                         Contract/policy owner            
        sign here   Date


                                    --------    -----------------
- ---------------
                         Co-owner sign here                 Date

               


THE TRUSTEES RECOMMEND A VOTE FOR ELECTING ALL OF THE NOMINEES
FOR TRUSTEES AND FOR THE OTHER PROPOSALS LISTED BELOW.

           Where there is more than one version of a proposal set
forth below you are only voting on the version applicable to your
fund or sub-account as set forth in the Proxy Statement.    

Please mark your choices / X / in blue or black ink.

1.   Proposal to elect Trustees 
     The nominees for Trustees are: J.A. Baxter, H.H. Estin, J.A.
     Hill, R.J. Jackson, E.T. Kennan, L.J. Lasser, R.E.
     Patterson, D.S. Perkins, W.F. Pounds, G. Putnam, G. Putnam,
     III, E. Shapiro, A.J.C. Smith and W.N. Thorndike.

/  /      FOR electing all the nominees 
          (except as indicated to the contrary below)

/  /      WITHHOLD authority to vote for all nominees

To withhold authority to vote for one or more of the nominees,
write those nominees' names below:

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
               


PROPOSAL TO:




2.

Ratify the
selection of Price
Waterhouse LLP as
the independent
auditors of your
fund.
FOR


/    /
AGAINST


/    /
ABSTAIN


/    /


3.





Amend the fund's
fundamental
investment
restriction with
respect to:






A.
Diversification.
/    /
/    /
/    /



B.1.
Investments in the
voting securities
of a single issuer.

/    /

/    /

/    /




C.

Making loans.

/    /

/    /

       
   /   
 /



D.2./3.
Investments in real
estate.
/    /
/    /
/    /



E.
Concentration of
its assets.
/    /
/    /
/    /



F.
Senior securities.
/    /
/    /
/    /



G.
Investments in
commodities.
/    /
/    /
/    /


4.

Eliminate the
fund's fundamental
investment
restriction with
respect to:






A.
Investments in
securities of
issuers in which
management of the
fund or Putnam
Investment
Management owns
securities.


    
/    /



       
       /
    /



/    /



B.
Margin
transactions.
/    /
/    /
/    /



C.
Short sales.
/    /
/    /
/    /



D.
Pledging assets.
/    /
/    /
/    /



       
   E.1.
/2    .
Investments in
restricted
securities.

/    /

/    /

/    /



F.1.
Investments in
certain oil, gas
and mineral
interests.

/    /

/    /

/    /



G.
Investing to gain
control of a
company's
management.

/    /

/    /

/    /


5.

Amend the        
        Declaration
of Trust of        
   Putnam Capital
Manager     Trust
to permit the
issuance of
additional classes
of shares.



/    /




/    /



/    /




         AMERICAN ENTERPRISE LIFE INSURANCE        
   COMPANY    


Voting Instructions for the Meeting of Shareholders to be held on
December 5, 1996            For                     Putnam
Capital Manager Trust.

This Instruction Card is solicited by            the     American
Enterprise Life Insurance            Company     ("American
Enterprise            Life")     from owners of variable annuity
           contracts and/or variable life insurance     policies
issued by American Enterprise            Life     who have
specified that a portion of their investment be allocated to the
fund.

Please fold and detach at perforation.  Return only the
Instruction Card below.

           FUND:  PCM GROWTH AND INCOME FUND    

The undersigned            contract/policy     owner hereby
instructs that the votes attributable to the undersigned's
interests with respect to the            Fund     be cast as
directed on the reverse side, at the Meeting of Shareholders
                of Putnam Capital Manager Trust on December 5,
1996, at 2:00 p.m., Boston time, and at any adjournments thereof.

           THE INTERESTS TO WHICH THIS FORM OF INSTRUCTION
RELATES WHEN PROPERLY EXECUTED WILL BE VOTED BY AMERICAN
ENTERPRISE LIFE IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED. 
IF NO DIRECTION IS MADE, THE VOTES ATTRIBUTABLE TO THIS
INSTRUCTION FORM WILL BE VOTED IN FAVOR OF ELECTING TRUSTEES AS
SET FORTH IN PROPOSAL 1 AND IN FAVOR OF EACH OF THE OTHER
PROPOSALS LISTED ON THE REVERSE SIDE.  INTERESTS FOR WHICH NO
INSTRUCTIONS HAVE BEEN RECEIVED BY AMERICAN ENTERPRISE LIFE WILL
BE VOTED IN THE SAME RATIO AS VOTES FOR WHICH INSTRUCTIONS HAVE
BEEN RECEIVED BY AMERICAN ENTERPRISE LIFE FOR THE FUND.  The
undersigned, by completing this form, does hereby authorize
American Enterprise Life and its affiliates and employees to
exercise their discretion in voting upon such other business as
may properly come before the meeting.    


                         --------------------------------       
   --------
                         Contract/policy owner            
        sign here   Date


                                    --------    -----------------
- ---------------
                         Co-owner sign here                 Date

               


THE TRUSTEES RECOMMEND A VOTE FOR ELECTING ALL OF THE NOMINEES
FOR TRUSTEES AND FOR THE OTHER PROPOSALS LISTED BELOW.

           Where there is more than one version of a proposal set
forth below you are only voting on the version applicable to your
fund or sub-account as set forth in the Proxy Statement.    

Please mark your choices / X / in blue or black ink.

1.   Proposal to elect Trustees 
     The nominees for Trustees are: J.A. Baxter, H.H. Estin, J.A.
     Hill, R.J. Jackson, E.T. Kennan, L.J. Lasser, R.E.
     Patterson, D.S. Perkins, W.F. Pounds, G. Putnam, G. Putnam,
     III, E. Shapiro, A.J.C. Smith and W.N. Thorndike.

/  /      FOR electing all the nominees 
          (except as indicated to the contrary below)

/  /      WITHHOLD authority to vote for all nominees

To withhold authority to vote for one or more of the nominees,
write those nominees' names below:

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
               


PROPOSAL TO:




2.

Ratify the
selection of Price
Waterhouse LLP as
the independent
auditors of your
fund.
FOR


/    /
AGAINST


/    /
ABSTAIN


/    /


3.





Amend the fund's
fundamental
investment
restriction with
respect to:






       
   A.
Diversification.
/    /
/    /
/   
/    



B.1.
Investments in the
voting securities
of a single issuer.

/    /

/    /

/    /




C.

Making loans.

/    /

/    /

       
   /   
 /



D.2./3.
Investments in real
estate.
/    /
/    /
/    /



E.
Concentration of
its assets.
/    /
/    /
/    /



F.
Senior securities.
/    /
/    /
/    /



G.
Investments in
commodities.
/    /
/    /
/    /


4.

Eliminate the
fund's fundamental
investment
restriction with
respect to:






A.
Investments in
securities of
issuers in which
management of the
fund or Putnam
Investment
Management owns
securities.


    
/    /



       
       /
    /



/    /



B.
Margin
transactions.
/    /
/    /
/    /



C.
Short sales.
/    /
/    /
/    /



D.
Pledging assets.
/    /
/    /
/    /



       
   E.1.
/2    .
Investments in
restricted
securities.

/    /

/    /

/    /



F.1.
Investments in
certain oil, gas
and mineral
interests.

/    /

/    /

/    /



G.
Investing to gain
control of a
company's
management.

/    /

/    /

/    /


5.

Amend the        
        Declaration
of Trust of        
   Putnam Capital
Manager     Trust
to permit the
issuance of
additional classes
of shares.



/    /




/    /



/    /




         AMERICAN ENTERPRISE LIFE INSURANCE        
   COMPANY    


Voting Instructions for the Meeting of Shareholders to be held on
December 5, 1996            For                     Putnam
Capital Manager Trust.

This Instruction Card is solicited by            the     American
Enterprise Life Insurance            Company     ("American
Enterprise            Life")     from owners of variable annuity
           contracts and/or variable life insurance     policies
issued by American Enterprise            Life     who have
specified that a portion of their investment be allocated to the
fund.

Please fold and detach at perforation.  Return only the
Instruction Card below.

           FUND:  PCM HIGH YIELD FUND    

The undersigned            contract/policy     owner hereby
instructs that the votes attributable to the undersigned's
interests with respect to the            Fund     be cast as
directed on the reverse side, at the Meeting of Shareholders
                of Putnam Capital Manager Trust on December 5,
1996, at 2:00 p.m., Boston time, and at any adjournments thereof.

           THE INTERESTS TO WHICH THIS FORM OF INSTRUCTION
RELATES WHEN PROPERLY EXECUTED WILL BE VOTED BY AMERICAN
ENTERPRISE LIFE IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED. 
IF NO DIRECTION IS MADE, THE VOTES ATTRIBUTABLE TO THIS
INSTRUCTION FORM WILL BE VOTED IN FAVOR OF ELECTING TRUSTEES AS
SET FORTH IN PROPOSAL 1 AND IN FAVOR OF EACH OF THE OTHER
PROPOSALS LISTED ON THE REVERSE SIDE.  INTERESTS FOR WHICH NO
INSTRUCTIONS HAVE BEEN RECEIVED BY AMERICAN ENTERPRISE LIFE WILL
BE VOTED IN THE SAME RATIO AS VOTES FOR WHICH INSTRUCTIONS HAVE
BEEN RECEIVED BY AMERICAN ENTERPRISE LIFE FOR THE FUND.  The
undersigned, by completing this form, does hereby authorize
American Enterprise Life and its affiliates and employees to
exercise their discretion in voting upon such other business as
may properly come before the meeting.    


                         --------------------------------       
   --------
                         Contract/policy owner            
        sign here   Date


                                    --------    -----------------
- ---------------
                         Co-owner sign here                 Date

               


THE TRUSTEES RECOMMEND A VOTE FOR ELECTING ALL OF THE NOMINEES
FOR TRUSTEES AND FOR THE OTHER PROPOSALS LISTED BELOW.

           Where there is more than one version of a proposal set
forth below you are only voting on the version applicable to your
fund or sub-account as set forth in the Proxy Statement.    

Please mark your choices / X / in blue or black ink.

1.   Proposal to elect Trustees 
     The nominees for Trustees are: J.A. Baxter, H.H. Estin, J.A.
     Hill, R.J. Jackson, E.T. Kennan, L.J. Lasser, R.E.
     Patterson, D.S. Perkins, W.F. Pounds, G. Putnam, G. Putnam,
     III, E. Shapiro, A.J.C. Smith and W.N. Thorndike.

/  /      FOR electing all the nominees 
          (except as indicated to the contrary below)

/  /      WITHHOLD authority to vote for all nominees

To withhold authority to vote for one or more of the nominees,
write those nominees' names below:

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 


PROPOSAL TO:




2.

Ratify the
selection of Price
Waterhouse LLP as
the independent
auditors of your
fund.
FOR


/    /
AGAINST


/    /
ABSTAIN


/    /


3.





Amend the fund's
fundamental
investment
restriction with
respect to:






A.
Diversification.
/    /
/    /
/    /



B.1.
Investments in the
voting securities
of a single issuer.

/    /

/    /

/    /




C.

Making loans.

/    /

/    /

       
   /   
 /



D.2./3.
Investments in real
estate.
/    /
/    /
/    /



E.
Concentration of
its assets.
/    /
/    /
/    /



F.
Senior securities.
/    /
/    /
/    /



G.
Investments in
commodities.
/    /
/    /
/    /


4.

Eliminate the
fund's fundamental
investment
restriction with
respect to:






A.
Investments in
securities of
issuers in which
management of the
fund or Putnam
Investment
Management owns
securities.


    
/    /



       
       /
    /



/    /



B.
Margin
transactions.
/    /
/    /
/    /



C.
Short sales.
/    /
/    /
/    /



D.
Pledging assets.
/    /
/    /
/    /



       
   E.1.
/2    .
Investments in
restricted
securities.

/    /

/    /

/    /



F.1.
Investments in
certain oil, gas
and mineral
interests.

/    /

/    /

/    /



G.
Investing to gain
control of a
company's
management.

/    /

/    /

/    /


5.

Amend the        
        Declaration
of Trust of        
   Putnam Capital
Manager     Trust
to permit the
issuance of
additional classes
of shares.



/    /




/    /



/    /




                AMERICAN ENTERPRISE     LIFE INSURANCE COMPANY
       
       


Voting Instructions for the Meeting of Shareholders to be held on
December 5, 1996            For                     Putnam
Capital Manager Trust.

This Instruction Card is solicited by            the American
Enterprise     Life Insurance Company            ("American
Enterprise     Life") from owners of variable annuity        
   contracts and/or variable life insurance     policies issued
by            American Enterprise     Life who have specified
that a portion of their investment be allocated to the fund.

Please fold and detach at perforation.  Return only the
Instruction Card below.

           FUND:  PCM NEW OPPORTUNITIES FUND    

The undersigned            contract/policy     owner hereby
instructs that the votes attributable to the undersigned's
interests with respect to the            Fund     be cast as
directed on the reverse side, at the Meeting of Shareholders
                of Putnam Capital Manager Trust on December 5,
1996, at 2:00 p.m., Boston time, and at any adjournments thereof.

           THE INTERESTS TO WHICH THIS FORM OF INSTRUCTION
RELATES WHEN PROPERLY EXECUTED WILL BE VOTED BY AMERICAN
ENTERPRISE LIFE IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED. 
IF NO DIRECTION IS MADE, THE VOTES ATTRIBUTABLE TO THIS
INSTRUCTION FORM WILL BE VOTED IN FAVOR OF ELECTING TRUSTEES AS
SET FORTH IN PROPOSAL 1 AND IN FAVOR OF EACH OF THE OTHER
PROPOSALS LISTED ON THE REVERSE SIDE.  INTERESTS FOR WHICH NO
INSTRUCTIONS HAVE BEEN RECEIVED BY AMERICAN ENTERPRISE LIFE WILL
BE VOTED IN THE SAME RATIO AS VOTES FOR WHICH INSTRUCTIONS HAVE
BEEN RECEIVED BY AMERICAN ENTERPRISE LIFE FOR THE FUND.  The
undersigned, by completing this form, does hereby authorize
American Enterprise Life and its affiliates and employees to
exercise their discretion in voting upon such other business as
may properly come before the meeting.    


                         --------------------------------       
   --------
                         Contract/policy owner            
        sign here   Date


                                    --------    -----------------
- ---------------
                         Co-owner sign here                 Date

               


THE TRUSTEES RECOMMEND A VOTE FOR ELECTING ALL OF THE NOMINEES
FOR TRUSTEES AND FOR THE OTHER PROPOSALS LISTED BELOW.

           Where there is more than one version of a proposal set
forth below you are only voting on the version applicable to your
fund or sub-account as set forth in the Proxy Statement.    

Please mark your choices / X / in blue or black ink.

1.   Proposal to elect Trustees 
     The nominees for Trustees are: J.A. Baxter, H.H. Estin, J.A.
     Hill, R.J. Jackson, E.T. Kennan, L.J. Lasser, R.E.
     Patterson, D.S. Perkins, W.F. Pounds, G. Putnam, G. Putnam,
     III, E. Shapiro, A.J.C. Smith and W.N. Thorndike.

/  /      FOR electing all the nominees 
          (except as indicated to the contrary below)

/  /      WITHHOLD authority to vote for all nominees

To withhold authority to vote for one or more of the nominees,
write those nominees' names below:

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 
               

PROPOSAL TO:




2.

Ratify the selection
of Price Waterhouse
LLP as the
independent auditors
of your fund.
FOR


/    /
AGAINST


/    /
ABSTAIN


/    /


3.





Amend the fund's
fundamental
investment
restriction with
respect to:






       
   B.1.
/2    .
Investments in the
voting securities of
a single issuer.

/    /

/    /

/    /




C.

Making loans.

/    /

/    /

/    /




       
   D.1<
/R>.

Investments in real
estate.
/    /
/    /
/    /



E.
Concentration of its
assets.
/    /
/    /
/    /



F.
Senior securities.
/    /
/    /
/    /



G.
Investments in
commodities.
/    /
/    /
/    /


4.

Eliminate the fund's
fundamental
investment
restriction with
respect to:






A.
Investments in
securities of
issuers in which
management of the
fund or Putnam
Investment
Management owns
securities.
/    /
/    /
/    /



B.
Margin transactions.
/    /
/    /
/    /



C.
Short sales.
/    /
/    /
/    /



D.
Pledging assets.
/    /
/    /
/    /




    
       
   F.1.
/2.    
Investments in
           certain
oil, gas and mineral
interests    .

       
       /  
 /

/    /

/    /



G.
Investing to gain
control of a
company's
management.

/    /

/    /

/    /


5.

Amend the        
        Declaration
of Trust of the
           Putnam
Capital Manager    
Trust to permit the
issuance of
additional classes
of shares.
/    /
/    /
/    /


INVESTORS LIFE INSURANCE COMPANY
OF NORTH AMERICA            - SEPARATE ACCOUNT I            
       

           INVESTORS LIFE INSURANCE COMPANY    
           OF NORTH AMERICA - INA/PUTNAM SEPARATE ACCOUNT    

This Instruction Card is            being furnished to owners of
variable annuity contracts issued     by Investors Life Insurance
Company of North America            - Separate Account I and
Investors Life Insurance Company of North America - INA/Putnam
Separate Account, to permit such owners to provide pass-through
voting instructions with respect to the Meeting of Shareholders
of Putnam Capital Manager Trust, to be held on December 5,
1996.    

Please fold and detach at perforation.  Return only the
Instruction Card below.

           FUND:  PCM GROWTH AND INCOME FUND    

The undersigned            contract/policy     owner hereby
instructs that the votes attributable to the undersigned's
interests with respect to the            Fund     be cast as
directed on the reverse side, at the Meeting of Shareholders
                of Putnam Capital Manager Trust on December 5,
1996, at 2:00 p.m., Boston time, and at any adjournments thereof.

           THE INTERESTS TO WHICH THIS FORM OF INSTRUCTION
RELATES WHEN PROPERLY EXECUTED WILL BE VOTED BY INVESTORS LIFE IN
THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED.  IF NO DIRECTION
IS MADE, THE VOTES ATTRIBUTABLE TO THIS INSTRUCTION FORM WILL BE
VOTED IN FAVOR OF ELECTING TRUSTEES AS SET FORTH IN PROPOSAL 1
AND IN FAVOR OF EACH OF THE OTHER PROPOSALS LISTED ON THE REVERSE
SIDE.  INTERESTS FOR WHICH NO INSTRUCTIONS HAVE BEEN RECEIVED BY
INVESTORS LIFE WILL BE VOTED IN THE SAME RATIO AS VOTES FOR WHICH
INSTRUCTIONS HAVE BEEN RECEIVED BY INVESTORS LIFE FOR THE
FUND.    


                         --------------------------------       
   --------
                         Contract/policy owner            
        sign here   Date


                                    --------    -----------------
- ---------------
                         Co-owner sign here                 Date

                THE TRUSTEES RECOMMEND A VOTE FOR ELECTING ALL OF
THE NOMINEES FOR TRUSTEES AND FOR THE OTHER PROPOSALS LISTED
BELOW.

           Where there is more than one version of a proposal set
forth below you are only voting on the version applicable to your
fund or sub-account as set forth in the Proxy Statement.    

Please mark your choices / X / in blue or black ink.

1.   Proposal to elect Trustees 
     The nominees for Trustees are: J.A. Baxter, H.H. Estin, J.A.
     Hill, R.J. Jackson, E.T. Kennan, L.J. Lasser, R.E.
     Patterson, D.S. Perkins, W.F. Pounds, G. Putnam, G. Putnam,
     III, E. Shapiro, A.J.C. Smith and W.N. Thorndike.

/  /      FOR electing all the nominees 
          (except as indicated to the contrary below)

/  /      WITHHOLD authority to vote for all nominees

To withhold authority to vote for one or more of the nominees,
write those nominees' names below:

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
               


PROPOSAL TO:




2.

Ratify the
selection of Price
Waterhouse LLP as
the independent
auditors of your
fund.
FOR


/    /
AGAINST


/    /
ABSTAIN


/    /


3.





Amend the fund's
fundamental
investment
restriction with
respect to:






A.
Diversification.
/    /
/    /
/    /



B.1.
Investments in the
voting securities
of a single issuer.

/    /

/    /

/    /




C.

Making loans.

/    /

/    /

       
   /   
 /



D.2./3.
Investments in real
estate.
/    /
/    /
/    /



E.
Concentration of
its assets.
/    /
/    /
/    /



F.
Senior securities.
/    /
/    /
/    /



G.
Investments in
commodities.
/    /
/    /
/    /


4.

Eliminate the
fund's fundamental
investment
restriction with
respect to:






A.
Investments in
securities of
issuers in which
management of the
fund or Putnam
Investment
Management owns
securities.


    
/    /



       
       /
    /



/    /



B.
Margin
transactions.
/    /
/    /
/    /



C.
Short sales.
/    /
/    /
/    /



D.
Pledging assets.
/    /
/    /
/    /



       
   E.1.
/2    .
Investments in
restricted
securities.

/    /

/    /

/    /



F.1.
Investments in
certain oil, gas
and mineral
interests.

/    /

/    /

/    /



G.
Investing to gain
control of a
company's
management.

/    /

/    /

/    /


5.

Amend the        
        Declaration
of Trust of        
   Putnam Capital
Manager     Trust
to permit the
issuance of
additional classes
of shares.



/    /




/    /



/    /




INVESTORS LIFE INSURANCE COMPANY
OF NORTH AMERICA            - SEPARATE ACCOUNT I            
       

           INVESTORS LIFE INSURANCE COMPANY
OF NORTH AMERICA - INA/PUTNAM SEPARATE ACCOUNT    

This Instruction Card is            being furnished to owners of
variable annuity contracts issued     by Investors Life Insurance
Company of North America            - Separate Account I and
Investors Life Insurance Company of North America - INA/Putnam
Separate Account, to permit such owners to provide pass-through
voting instructions with respect to the Meeting of Shareholders
of Putnam Capital Manager Trust, to be held on December 5,
1996.    

Please fold and detach at perforation.  Return only the
Instruction Card below.

           FUND:  PCM MONEY MARKET FUND    

The undersigned            contract/policy     owner hereby
instructs that the votes attributable to the undersigned's
interests with respect to the            Fund     be cast as
directed on the reverse side, at the Meeting of Shareholders
                of Putnam Capital Manager Trust on December 5,
1996, at 2:00 p.m., Boston time, and at any adjournments thereof.

           THE INTERESTS TO WHICH THIS FORM OF INSTRUCTION
RELATES WHEN PROPERLY EXECUTED WILL BE VOTED BY INVESTORS LIFE IN
THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED.  IF NO DIRECTION
IS MADE, THE VOTES ATTRIBUTABLE TO THIS INSTRUCTION FORM WILL BE
VOTED IN FAVOR OF ELECTING TRUSTEES AS SET FORTH IN PROPOSAL 1
AND IN FAVOR OF EACH OF THE OTHER PROPOSALS LISTED ON THE REVERSE
SIDE.  INTERESTS FOR WHICH NO INSTRUCTIONS HAVE BEEN RECEIVED BY
INVESTORS LIFE WILL BE VOTED IN THE SAME RATIO AS VOTES FOR WHICH
INSTRUCTIONS HAVE BEEN RECEIVED BY INVESTORS LIFE FOR THE
FUND.    


                         --------------------------------       
   --------
                         Contract/policy owner            
        sign here   Date


                                    --------    -----------------
- ---------------
                         Co-owner sign here                 Date

               


THE TRUSTEES RECOMMEND A VOTE FOR ELECTING ALL OF THE NOMINEES
FOR TRUSTEES AND FOR THE OTHER PROPOSALS LISTED BELOW.

           Where there is more than one version of a proposal set
forth below you are only voting on the version applicable to your
fund or sub-account as set forth in the Proxy Statement.    

Please mark your choices / X / in blue or black ink.

1.   Proposal to elect Trustees 
     The nominees for Trustees are: J.A. Baxter, H.H. Estin, J.A.
     Hill, R.J. Jackson, E.T. Kennan, L.J. Lasser, R.E.
     Patterson, D.S. Perkins, W.F. Pounds, G. Putnam, G. Putnam,
     III, E. Shapiro, A.J.C. Smith and W.N. Thorndike.

/  /      FOR electing all the nominees 
          (except as indicated to the contrary below)

/  /      WITHHOLD authority to vote for all nominees

To withhold authority to vote for one or more of the nominees,
write those nominees' names below:

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
               


PROPOSAL TO:




2.

Ratify the
selection of Price
Waterhouse LLP as
the independent
auditors of your
fund.
FOR


/    /
AGAINST


/    /
ABSTAIN


/    /


3.





Amend the fund's
fundamental
investment
restriction with
respect to:






A.
Diversification.
/    /
/    /
/    /



B.1.
Investments in the
voting securities
of a single issuer.

/    /

/    /

/    /




C.

Making loans.

/    /

/    /

       
   /   
 /



D.2./3.
Investments in real
estate.
/    /
/    /
/    /



E.
Concentration of
its assets.
/    /
/    /
/    /



F.
Senior securities.
/    /
/    /
/    /



G.
Investments in
commodities.
/    /
/    /
/    /


4.

Eliminate the
fund's fundamental
investment
restriction with
respect to:






A.
Investments in
securities of
issuers in which
management of the
fund or Putnam
Investment
Management owns
securities.


    
/    /



       
       /
    /



/    /



B.
Margin
transactions.
/    /
/    /
/    /



C.
Short sales.
/    /
/    /
/    /



D.
Pledging assets.
/    /
/    /
/    /



       
   E.1.
/2    .
Investments in
restricted
securities.

/    /

/    /

/    /



F.1.
Investments in
certain oil, gas
and mineral
interests.

/    /

/    /

/    /



G.
Investing to gain
control of a
company's
management.

/    /

/    /

/    /


5.

Amend the        
        Declaration
of Trust of        
   Putnam Capital
Manager     Trust
to permit the
issuance of
additional classes
of shares.



/    /




/    /



/    /




INVESTORS LIFE INSURANCE COMPANY
OF NORTH AMERICA            - SEPARATE ACCOUNT I            
       

           INVESTORS LIFE INSURANCE COMPANY
OF NORTH AMERICA - INA/PUTNAM SEPARATE ACCOUNT    

This Instruction Card is            being furnished to owners of
variable annuity contracts issued     by Investors Life Insurance
Company of North America            - Separate Account I and
Investors Life Insurance Company of North America - INA/Putnam
Separate Account, to permit such owners to provide pass-through
voting instructions with respect to the Meeting of Shareholders
of Putnam Capital Manager Trust, to be held on December 5,
1996.    

Please fold and detach at perforation.  Return only the
Instruction Card below.

           FUND:  PCM VOYAGER FUND    

The undersigned            contract/policy     owner hereby
instructs that the votes attributable to the undersigned's
interests with respect to the            Fund     be cast as
directed on the reverse side, at the Meeting of Shareholders
                of Putnam Capital Manager Trust on December 5,
1996, at 2:00 p.m., Boston time, and at any adjournments thereof.

           THE INTERESTS TO WHICH THIS FORM OF INSTRUCTION
RELATES WHEN PROPERLY EXECUTED WILL BE VOTED BY INVESTORS LIFE IN
THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED.  IF NO DIRECTION
IS MADE, THE VOTES ATTRIBUTABLE TO THIS INSTRUCTION FORM WILL BE
VOTED IN FAVOR OF ELECTING TRUSTEES AS SET FORTH IN PROPOSAL 1
AND IN FAVOR OF EACH OF THE OTHER PROPOSALS LISTED ON THE REVERSE
SIDE.  INTERESTS FOR WHICH NO INSTRUCTIONS HAVE BEEN RECEIVED BY
INVESTORS LIFE WILL BE VOTED IN THE SAME RATIO AS VOTES FOR WHICH
INSTRUCTIONS HAVE BEEN RECEIVED BY INVESTORS LIFE FOR THE
FUND.    


                         --------------------------------       
   --------
                         Contract/policy owner            
        sign here   Date


                                    --------    -----------------
- ---------------
                         Co-owner sign here                 Date

               


THE TRUSTEES RECOMMEND A VOTE FOR ELECTING ALL OF THE NOMINEES
FOR TRUSTEES AND FOR THE OTHER PROPOSALS LISTED BELOW.

           Where there is more than one version of a proposal set
forth below you are only voting on the version applicable to your
fund or sub-account as set forth in the Proxy Statement.    

Please mark your choices / X / in blue or black ink.

1.   Proposal to elect Trustees 
     The nominees for Trustees are: J.A. Baxter, H.H. Estin, J.A.
     Hill, R.J. Jackson, E.T. Kennan, L.J. Lasser, R.E.
     Patterson, D.S. Perkins, W.F. Pounds, G. Putnam, G. Putnam,
     III, E. Shapiro, A.J.C. Smith and W.N. Thorndike.

/  /      FOR electing all the nominees 
          (except as indicated to the contrary below)

/  /      WITHHOLD authority to vote for all nominees

To withhold authority to vote for one or more of the nominees,
write those nominees' names below:

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
               


PROPOSAL TO:




2.

Ratify the
selection of Price
Waterhouse LLP as
the independent
auditors of your
fund.
FOR


/    /
AGAINST


/    /
ABSTAIN


/    /


3.





Amend the fund's
fundamental
investment
restriction with
respect to:






A.
Diversification.
/    /
/    /
/    /



B.1.
Investments in the
voting securities
of a single issuer.

/    /

/    /

/    /




C.

Making loans.

/    /

/    /

       
   /   
 /



D.2./3.
Investments in real
estate.
/    /
/    /
/    /



E.
Concentration of
its assets.
/    /
/    /
/    /



F.
Senior securities.
/    /
/    /
/    /



G.
Investments in
commodities.
/    /
/    /
/    /


4.

Eliminate the
fund's fundamental
investment
restriction with
respect to:






A.
Investments in
securities of
issuers in which
management of the
fund or Putnam
Investment
Management owns
securities.


    
/    /



       
       /
    /



/    /



B.
Margin
transactions.
/    /
/    /
/    /



C.
Short sales.
/    /
/    /
/    /



D.
Pledging assets.
/    /
/    /
/    /



       
   E.1.
/2    .
Investments in
restricted
securities.

/    /

/    /

/    /



F.1.
Investments in
certain oil, gas
and mineral
interests.

/    /

/    /

/    /



G.
Investing to gain
control of a
company's
management.

/    /

/    /

/    /


5.

Amend the        
        Declaration
of Trust of        
   Putnam Capital
Manager     Trust
to permit the
issuance of
additional classes
of shares.



/    /




/    /



/    /





    
    
   INVESTORS LIFE INSURANCE COMPANY    
    
    
   OF NORTH AMERICA - SEPARATE ACCOUNT I

                                  INVES                  TORS
LIFE INSURANCE COMPANY
OF NO         RTH AMERICA - INA/PUTNAM SEPARATE ACCOUNT    

This Instruction Card is            being furnished to     owners
of variable annuity contracts            issued by Investors Life
Insurance Company of North America - Separate Account I and
Investors Life Insurance Company of North America - INA/Putnam
Separate Account, to permit such owners to provide pass-through
voting instructions with respect to the Meeting of Shareholders
of Putnam Capital Manager Trust, to be held on December 5,
1996.    

Please fold and detach at perforation.  Return only the
Instruction Card below.

FUND:  PCM            U.S. GOVERNMENT AND HIGH QUALITY BOND
FUND    

The undersigned contract/policy owner hereby instructs that the
votes attributable to the undersigned's interests with respect to
the            Fund     be cast as directed on the reverse side,
at the Meeting of Shareholders                 of Putnam Capital
Manager Trust on December 5, 1996, at 2:00 p.m., Boston time, and
at any adjournments thereof.

           THE INTERESTS TO WHICH THIS FORM OF INSTRUCTION
RELATES WHEN PROPERLY EXECUTED WILL BE VOTED BY INVESTORS LIFE IN
THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED.  IF NO DIRECTION
IS MADE, THE VOTES ATTRIBUTABLE TO THIS INSTRUCTION FORM WILL BE
VOTED IN FAVOR OF ELECTING TRUSTEES AS SET FORTH IN PROPOSAL 1
AND IN FAVOR OF EACH OF THE OTHER PROPOSALS LISTED ON THE REVERSE
SIDE.  INTERESTS FOR WHICH NO INSTRUCTIONS HAVE BEEN RECEIVED BY
INVESTORS LIFE WILL BE VOTED IN THE SAME RATIO AS VOTES FOR WHICH
INSTRUCTIONS HAVE BEEN RECEIVED BY INVESTORS LIFE FOR THE
FUND.    


                         --------------------------------       
   --------
                         Contract/policy owner            
        sign here   Date


                                    --------    -----------------
- ---------------
                         Co-owner sign here                 Date

               



THE TRUSTEES RECOMMEND A VOTE FOR ELECTING ALL OF THE NOMINEES
FOR TRUSTEES AND FOR THE OTHER PROPOSALS LISTED BELOW.

           Where there is more than one version of a proposal set
forth below you are only voting on the version applicable to your
fund or sub-account as set forth in the Proxy Statement.    

Please mark your choices / X / in blue or black ink.

1.   Proposal to elect Trustees 
     The nominees for Trustees are: J.A. Baxter, H.H. Estin, J.A.
     Hill, R.J. Jackson, E.T. Kennan, L.J. Lasser, R.E.
     Patterson, D.S. Perkins, W.F. Pounds, G. Putnam, G. Putnam,
     III, E. Shapiro, A.J.C. Smith and W.N. Thorndike.

/  /      FOR electing all the nominees 
          (except as indicated to the contrary below)

/  /      WITHHOLD authority to vote for all nominees

To withhold authority to vote for one or more of the nominees,
write those nominees' names below:

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
               


PROPOSAL TO:




2.

Ratify the
selection of Price
Waterhouse LLP as
the independent
auditors of your
fund.
FOR


/    /
AGAINST


/    /
ABSTAIN


/    /


3.





Amend the fund's
fundamental
investment
restriction with
respect to:






       
   A.
Diversification.
/    /
/    /
/    /



B.1    
 .
Investments in the
voting securities
of a single issuer.

/    /

/    /

/    /




C.

Making loans.

/    /

/    /

       
   /   
 /



D.2./3.
Investments in real
estate.
/    /
/    /
/    /



E.
Concentration of
its assets.
/    /
/    /
/    /



F.
Senior securities.
/    /
/    /
/    /



G.
Investments in
commodities.
/    /
/    /
/    /


4.

Eliminate the
fund's fundamental
investment
restriction with
respect to:






A.
Investments in
securities of
issuers in which
management of the
fund or Putnam
Investment
Management owns
securities.


    
/    /



       
       /
    /



/    /



B.
Margin
transactions.
/    /
/    /
/    /



C.
Short sales.
/    /
/    /
/    /



D.
Pledging assets.
/    /
/    /
/    /



       
   E.1.
/2    .
Investments in
restricted
securities.

/    /

/    /

/    /



       
   F.1<
/R>.
Investments in
certain oil, gas
and mineral
interests.

/    /

/    /

/    /



G.
Investing to gain
control of a
company's
management.

/    /

/    /

/    /


5.

Amend the 
    
       
        Declaration
of Trust of        
   Putnam Capital
Manager     Trust
to permit the
issuance of
additional classes
of shares.
       
       


       
       / 
  /
       
   


    
/    /
       
   

    
/    /