SCHEDULE 14A INFORMATION
         
                     PROXY STATEMENT PURSUANT TO SECTION 14(a)
                       OF THE SECURITIES EXCHANGE ACT OF 1934
                                 (Amendment No.  )
         
                                                                
- ----
                   Filed by the Registrant                      / 
X  /
                                                                
- ----
                                                                
- ----
                   Filed by a party other than the Registrant   / 
  /
                                                                
- ----
         
         Check the appropriate box:
          ----
         /  X  /        Preliminary Proxy Statement
          ----
          ----
         /    /         Confidential, for Use of the Commission
Only (as   
          ----          permitted by Rule 14a-6(e) (2))
          ----
         /    /         Definitive Proxy Statement
          ----
          ----
         /    /         Definitive Additional Materials
          ----
          ----
         /    /         Soliciting Material Pursuant to Sec.
240.14a-
          ----          11(c)or Sec. 240.14a-12
         
                           PUTNAM NEW OPPORTUNITIES FUND
                  (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):  
          ----
         /  X  /        No fee required
          ----
          ----
         /    /         Fee computed on table below per Exchange
Act 
          ----          Rule 14a-6(i)(1) and 0-11
         
                        (1)  Title of each class of securities to
which 
                        transaction applies:
         
                        (2)  Aggregate number of securities to
which 
                        transaction applies:
         
         
                        (3)  Per unit price or other underlying
value of 
                        transaction computed pursuant to Exchange
Act Rule
               
         
         





                        0-11 (set forth the amount on which the
filing fee 
                        is calculated and state how it was
determined):  
         
                        (4)  Proposed maximum aggregate value of 
                        transaction:  
         
                        (5)  Total fee paid:
          ----
         /    /    Fee paid previously with preliminary
materials.
          ----
          ----
         /    /    Check box if any part of the fee is offset as
provided 
         ----      by Exchange Act Rule 0-11(a)(2) and identify
the filing 
                   for which the offsetting fee was paid
previously. 
                   Identify the previous filing by registration
statement 
                   number, or the Form or Schedule and the date
of its 
                   filing.  
         
                   (1)  Amount Previously Paid:  
         
                   (2)  Form, Schedule or Registration Statement
No.:  
         
                   (3)  Filing Party:  
         
                   (4)  Date Filed:  

         





         IMPORTANT INFORMATION 
         FOR SHAREHOLDERS IN 
         PUTNAM NEW OPPORTUNITIES FUND
         
         The document you hold in your hands contains your proxy
statement 
         and proxy card.  A proxy card is, in essence, a ballot. 
When you 
         vote your proxy, it tells us how to vote on your behalf
on 
         important issues relating to your fund.  If you complete
and sign 
         the proxy, we'll vote it exactly as you tell us.  If you
simply 
         sign the proxy, we'll vote it in accordance with the
Trustees' 
         recommendations on pages [  ] and [  ].
         
         We urge you to spend a couple of minutes with the proxy 
         statement, fill out your proxy card, and return it to
us.  When 
         shareholders don't return their proxies in sufficient
numbers, we 
         have to incur the expense of follow-up solicitations,
which can 
         cost your fund money.  
         
         We want to know how you would like to vote and welcome
your 
         comments.  Please take a few moments with these
materials and 
         return your proxy to us. 
         
                             (PUTNAM LOGO APPEARS HERE)
                              BOSTON * LONDON * TOKYO

         





         Table of contents
         
         A Message from the
Chairman.................................   1
         
         Notice of Shareholder
Meeting...............................   2
         
         Trustees'
Recommendations...................................  [ ]
         
         
         Proxy card enclosed
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         If you have any questions, please contact us at the
special toll-
         free number we have set up for you (1-800-225-1581) or
call your 
         financial adviser.

         





         A Message from the Chairman
         
         (Photograph of George Putnam appears here)
         
         Dear Shareholder:
         
         I am writing to you to ask for your vote on important
questions 
         that affect your investment in your fund.  While you
are, of 
         course, welcome to join us at your fund's meeting, most 
         shareholders cast their vote by filling out and signing
the 
         enclosed proxy.  We are asking for your vote on the
following 
         matters:
         
         1.   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; and 
         
         4.   Approving the elimination of certain of your fund's 
              fundamental investment restrictions.
         
         Although we would like very much to have each
shareholder attend 
         their fund's meeting, we realize this is not possible. 
Whether 
         or not you plan to be present, we need your vote.  We
urge you to 
         complete, sign, and return the enclosed proxy card
promptly.  A 
         postage-paid envelope is enclosed.
         
         I'm sure that you, like most people, lead a busy life
and are 
         tempted to put this proxy aside for another day.  Please
don't. 
         When shareholders do not return their proxies, their
fund may 
         have to incur the expense of follow-up solicitations. 
All 
         shareholders benefit from the speedy return of proxies.
         
         Your vote is important to us.  We appreciate the time
and 
         consideration that I am sure you will give this
important matter. 
         If you have questions about the proposals, contact your
financial 
         adviser or call a Putnam customer service representative
at 
         1-800-225-1581.
         
                                       Sincerely yours,
         
                                       (signature of George
Putnam)
                                       George Putnam, Chairman
         

         





         PUTNAM NEW OPPORTUNITIES FUND
         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 New Opportunities Fund:
         
         A Meeting of Shareholders of your fund will be held on 
         February 6, 1997 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.  See page [   ].
         
         2.   Ratifying the selection by the Trustees of the
independent 
              auditors of your fund for its current fiscal year. 
See page 
              [   ].
         
         3.A. Approving an amendment to the fund's fundamental
investment 
              restriction with respect to diversification.  See
page [  
              ].
         
         3.B. Approving an amendment to the fund's fundamental
investment 
              restriction with respect to investments in the
voting 
              securities of a single issuer.  See page [   ]. 
         
         3.C. Approving an amendment to the fund's fundamental
investment 
              restriction with respect to making loans.  See page
[   ].
         
         3.D. Approving an amendment to the fund's fundamental
investment 
              restriction with respect to investments in
commodities.  See 
              page [   ].
         
         3.E. Approving an amendment to the fund's fundamental
investment 
              restriction with respect to senior securities.  See
page 
              [   ].
         
         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 
              [   ].
         
         4.B. Approving the elimination of the fund's fundamental 
              investment restriction with respect to margin
transactions. 
              See page [   ].
         

         





         4.C. Approving the elimination of the fund's fundamental 
              investment restriction with respect to short sales. 
See 
              page [   ].
         
         4.D. Approving the elimination of the fund's fundamental 
              investment restriction with respect to pledging
assets.  See 
              page [   ].
         
         4.E. Approving the elimination of the fund's fundamental 
              investment restriction with respect to investments
in 
              restricted securities.  See page [   ].
         
         4.F. Approving the elimination of the fund's fundamental 
              investment restriction with respect to investments
in 
              certain oil, gas and mineral interests.  See page [ 
 ].
         
         4.G. Approving the elimination of the fund's fundamental 
              investment restriction with respect to investing to
gain 
              control of a company's management.  See page [   ].
         
         5.   Transacting other business as may properly come
before the 
              meeting.
          
         
         
         By the Trustees
         
         George Putnam, Chairman 
         William F. Pounds, Vice Chairman 
         
         Jameson A. Baxter                   Robert E. Patterson
         Hans H. Estin                       Donald S. Perkins
         John A. Hill                        George Putnam, III
         Ronald J. Jackson                   Eli Shapiro
         Elizabeth T. Kennan                 A.J.C. Smith
         Lawrence J. Lasser                  W. Nicholas
Thorndike
         
         WE URGE YOU TO MARK, SIGN, DATE, AND MAIL THE ENCLOSED
PROXY IN 
         THE POSTAGE-PAID ENVELOPE PROVIDED SO YOU WILL BE
REPRESENTED AT 
         THE MEETING.
         
         
         [November __], 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 New 
         Opportunities Fund for use at the Meeting of
Shareholders of the 
         fund to be held on February 6, 1997, and, if your fund's
meeting 
         is adjourned, at any later meetings, for the purposes
stated in 
         the Notice of Meeting (see previous pages).
         
         How do your fund's Trustees recommend that shareholders
vote on 
         these proposals?
         
         The Trustees recommend that you vote
         
         1.   For the election of all nominees;   
         
         2.   For selecting Coopers & Lybrand L.L.P. as the
independent 
              auditors of your fund; 
         
         3.A. For amending the fund's fundamental investment
restriction 
              with respect to 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 commodities;
         
         3.E. For amending the fund's fundamental investment
restriction 
              with respect to senior securities;
         
         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; and 
         
         4.G. For eliminating the fund's fundamental investment 
              restriction with respect to investing to gain
control of a 
              company's management.
         
         Who is eligible to vote?
         
         Shareholders of record at the close of business on 
         November 8, 1996, are entitled to be present and to vote
at the 
         meeting or any adjourned meeting.  The Notice of
Meeting, the 
         proxy, and the Proxy Statement have been mailed to
shareholders 
         of record on or about [November __], 1996.
         
         Each share is entitled to one vote.  Shares represented
by duly 
         executed proxies will be voted in accordance with
shareholders' 
         instructions.  If you sign the proxy, but don't fill in
a vote, 
         your shares will be voted in accordance with the
Trustees' 
         recommendations.  If any other business is brought
before the 
         meeting, your shares will be voted at the Trustees'
discretion.
         
         The Proposals
         
         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").  
         
         

         





         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. 
         
         
         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 54, 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 
         Dr. Shapiro and Mr. Jackson, all the nominees were
elected by the 
         shareholders in October 1994.  Dr. Shapiro and Mr.
Jackson were 
         elected by the other Trustees in April 1995 and May
1996, 
         respectively.]  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 
         of your fund who receive the greatest number of votes
will be 
         elected Trustees of your fund.  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?
         Your fund's Trustees are responsible for the general
oversight of 
         your fund's business and for assuring that your fund is
managed 
         in the best interests of its shareholders.  The Trustees 
         periodically review your fund's investment performance
as well as 
         the quality of other services provided to your fund and
its 
         shareholders by Putnam Management and its affiliates,
including 
         administration, custody, 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 your fund's operating expenses.  In carrying
out these 
         responsibilities, the Trustees are assisted by an
independent 
         administrative staff and by your fund's auditors and
legal 
         counsel, which are selected by the Trustees and are
independent 
         of Putnam Management and its affiliates.
         

         





         Do the Trustees have a stake in your fund?
         The Trustees believe it is important that each Trustee
have a 
         significant investment in the Putnam funds.  The
Trustees 
         allocate their investments among the more than 99 Putnam
funds 
         based on their own investment needs.  The Trustees'
aggregate 
         investments in the Putnam funds total over $47 million. 
The 
         table below lists each Trustee's current investments in
the fund 
         and in the Putnam funds as a group.
         
         





                                                                  
       Number of
                                Year first           Number of    
       shares of all  Putnam
                                elected as           shares of
the        funds
                                Trustee of           fund owned
as of     owned as of  [      , 1996**]
         Trustees               the  Putnam           [      ,
1996*]      
                                funds                             
       
                                                                  
       

         Jameson                1994                              
       
         A.                                                       
       
         Baxter                                                   
       
                                                                  
       

         Hans                   1972                              
       
         H.                                                       
       
         Estin                                                    
       
                                                                  
       

         John                   1985                              
       
         A.                                                       
       
         Hill                                                     
       
                                                                  
       

         Ronald                 1996                              
       
         J.                                                       
       
         Jackson                                                  
       
                                                                  
       

         Elizabeth              1992                              
       
         T.                                                       
       
         Kennan                                                   
       
                                                                  
       

         Lawrence               1992                              
       
         J.                                                       
       
         Lasser                                                   
       
                                                                  
       

         Robert                 1984                              
       
         E.                                                       
       
         Patterson                                                
       
                                                                  
       

         Donald                 1982                              
       
         S.                                                       
       
         Perkins                                                  
       
                                                                  
       

         William                1971                              
       
         F.                                                       
       
         Pounds                                                   
       
                                                                  
       

         George                 1957                              
       
         Putnam                                                   
       
                                                                  
       

         George                 1984                              
       
         Putnam,                                                  
       
         III                                                      
       
                                                                  
       

         Eli                    1995           ***                
       
         Shapiro                                                  
       
                                                                  
       

         A.J.C.                 1986                              
       
         Smith                                                    
       
                                                                  
       

         W.                     1992                              
       
         Nicholas                                                 
       
         Thorndike                                                
       
                                                                  
       

                                                                  
       
                                                                  
       

         *    [Except as noted below,]  [Each/each] Trustee has
sole investment power and sole 
              voting power with respect to his or her shares of
the fund.
         
         **   These holdings do not include shares of Putnam
money market funds.  
         
         ***  Dr. Shapiro previously served as a Trustee of the
Putnam funds from 1984 to 1989.  
         
               As of [_________, 1996], the Trustees and officers
of the 
              fund owned a total of [      ] shares of the fund, 
              comprising less than 1% of its outstanding shares
on that 
              date.  [A total of [    ] of these shares are held
by 
              certain "interested" Trustees and officers of your
fund and 
              Putnam Management in their Putnam Investments, Inc.
Profit 
              Sharing Retirement Plan accounts.  Each individual 
              accountholder has sole investment power and shared
voting 
              power with respect to his/her account.]
         
         
         
         What are some of the ways in which the Trustees
represent 
         shareholder interests?
         
         The Trustees believe that, as substantial investors in
the Putnam 
         funds, their interests are closely aligned with those of 
         individual shareholders.  Among other ways, the Trustees
seek to 
         represent shareholder interests:
         
              -    by carefully reviewing your fund's investment 
                   performance on an individual basis with your
fund's 
                   managers;
         
              -    by also carefully reviewing the quality of the
various 
                   other services provided to the funds and their 
                   shareholders by Putnam Management and its
affiliates;
         
              -    by discussing with senior management of Putnam 
                   Management steps being taken to address any
performance 
                   deficiencies;
         
              -    by reviewing the fees paid to Putnam
Management to 
                   ensure that such fees remain reasonable and
competitive 
                   with those of other mutual funds, while at the
same 
                   time providing Putnam Management sufficient
resources 
                   to continue to provide high quality services
in the 
                   future;
         
              -    by monitoring potential conflicts between the
funds and 
                   Putnam Management and its affiliates to ensure
that the 
                   funds continue to be managed in the best
interests of 
                   their shareholders;
         
              -    by also monitoring potential conflicts among
funds to 
                   ensure that shareholders continue to realize
the 
                   benefits of participation in a large and
diverse family 
                   of funds.
         
         

         






         How often do the Trustees meet?
         
         The Trustees meet each month (except August) over a
two-day 
         period to review the operations of your fund and of the
other 
         Putnam funds.  A portion of these meetings is devoted to
meetings 
         of various Committees of the board which focus on
particular 
         matters.  These include:  the Contract Committee, which
reviews 
         all contractual arrangements with Putnam Management and
its 
         affiliates; the Communication and Service Committee,
which 
         reviews the quality of services provided by your fund's
investor 
         servicing agent, 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?
         
         Your fund pays each Trustee a fee for his or her
services.  Each 
         Trustee also receives fees for serving as Trustee of the
other 
         Putnam funds.  The Trustees periodically review their
fees to 
         assure that such fees continue to be appropriate in
light of 
         their responsibilities as well as in relation to fees
paid to 
         trustees of other mutual fund complexes.  The fees paid
to each 
         Trustee by your fund and by all of the Putnam funds are
shown 
         below:

         






         Compensation Table+ 
         
                                                                  
Total
                                           Aggregate       
compensation
                                        compensation           
from all
         Trustees                     from the fund*      Putnam
funds**
         
         
         
         Jameson A. Baxter***          $5,921                
$150,854
         Hans H. Estin                  5,873                 
150,854
         John A. Hill***                5,782                 
149,854
         Ronald J. Jackson***,****        614                     
N/A
         Elizabeth T. Kennan            5,873                 
148,854
         Lawrence J. Lasser             5,787                 
150,854
         Robert E. Patterson            6,442                 
152,854
         Donald S. Perkins              5,824                 
150,854
         William F. Pounds*****         6,834                 
149,854
         George Putnam                  5,873                 
150,854
         George Putnam, III             5,873                 
150,854
         Eli Shapiro******              6,513                  
95,372
         A.J.C. Smith                   5,787                 
149,854
         W. Nicholas Thorndike          6,390                 
152,854
         
         
         *       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, 1996, 
                 there were 99 funds in the Putnam family.
         
         ***     Includes compensation deferred during the fiscal
year 
                 pursuant to a Trustee Compensation Deferral
Plan.  The total 
                 amounts of deferred compensation payable to Mr.
Hill, Mr. 
                 Baxter and Mr. Jackson by the fund as of June
30, 1996, was 
                 $6,628, $4,287 and $616, respectively, including
income 
                 earned on such amounts.
         
         ****    Elected as a Trustee in May 1996.
         
         *****   Includes additional compensation for services as
Vice 
                 Chairman of the Putnam funds.
         
         ******  Elected as a Trustee in April 1995.
         
         Your fund's Trustees have approved Retirement Guidelines
for 
         Trustees of the Putnam funds.  These guidelines provide
generally 
         that a Trustee who retires after reaching age 72 and who
has at 
         least 10 years of continuous service will be eligible to
receive a 
         retirement benefit from each Putnam fund for which he or
she served 
         as a Trustee.  The amount and form of such benefit is
subject to

         






         determination annually by the Trustees and, unless
otherwise 
         determined by the Trustees, will be an annual cash
benefit payable 
         for life equal to one-half of the Trustee retainer fees
paid by each 
         fund at the time of retirement.  Several retired
Trustees are 
         currently receiving benefits pursuant to the Guidelines
and it is 
         anticipated that the current Trustees will receive
similar benefits 
         upon their retirement.  A Trustee who retired in
calendar 1995 and 
         was eligible to receive benefits under these Guidelines
would have 
         received an annual benefit of $66,749, based upon the
aggregate 
         retainer fees paid by the Putnam funds for such year. 
The Trustees 
         reserve the right to amend or terminate such Guidelines
and the 
         related payments at any time, and may modify or waive
the foregoing 
         eligibility requirements when deemed appropriate.
         
         For additional information about your fund, including
further 
         information about its Trustees and officers, please see
"Further 
         Information About Your Fund," on page [  ].
         
         Putnam Investments
         
         Putnam Investment Management, Inc. and its affiliates,
Putnam Mutual 
         Funds, the principal underwriter for shares of your fund
and Putnam 
         Fiduciary Trust Company, your fund's investor servicing
agent and 
         custodian, are wholly owned by Putnam Investments, Inc.,
One Post 
         Office Square, Boston, Massachusetts 02109, a holding
company that 
         is in turn wholly owned by Marsh & McLennan Companies,
Inc., which 
         has executive offices at 1166 Avenue of the Americas,
New York, New 
         York 10036.  Marsh & McLennan Companies, Inc. and its
operating 
         subsidiaries are professional services firms with
insurance and 
         reinsurance brokering, consulting, and investment
management 
         businesses.  
         
         2.  SELECTION OF INDEPENDENT AUDITORS 
         
         Coopers & Lybrand L.L.P., One Post Office Square,
Boston, 
         Massachusetts, independent accountants, has been
selected by the 
         Trustees as the auditor of your fund for the current
fiscal year. 
         Among the country's preeminent accounting firms, this
firm also 
         serves as the auditor for approximately half of the
other funds in 
         the Putnam family.  It was selected primarily on the
basis of its 
         expertise as auditors of investment companies, the
quality of its 
         audit services, and the competitiveness of the fees
charged for 
         these services.  
         
         A majority of the votes on the matter is necessary to
ratify the 
         selection of auditors.  A representative of the
independent auditors 
         is expected to be present at the meeting to make
statements and to 
         respond to appropriate questions.
         

         






         PROPOSALS 3 AND 4  
         
         As described in the following proposals, the Trustees
are 
         recommending that shareholders approve a number of
changes to your
          fund's 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 the fund's investment flexibility.  By
having 
         standard investment restrictions for all 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 the fund is
managed given 
         the fund's current investment objective and policies.
         
         Several of the proposals request that certain
fundamental 
         restrictions be made non-fundamental, so that the fund
would have 
         the ability to modify or eliminate these restrictions at
a later 
         date without shareholder approval.  These fundamental
restrictions 
         were originally adopted to comply with state securities
law 
         requirements, but are no longer applicable to the fund
due to 
         recently enacted federal legislation that effectively
eliminated the 
         ability of states to impose investment limitations on
regulated 
         investment companies like the fund.  It is anticipated
that, in 
         early 1997, Putnam Management will recommend to the
Trustees that 
         some or all of the non-fundamental restrictions of the
Putnam funds, 
         including your fund, be removed.  Of course, to the
extent any of 
         these restrictions are removed, the fund's prospectus or
statement 
         of additional information would be revised as
appropriate.
         
         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
         
         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, as 
         amended ("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 the fund's total assets is 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 obligations issued or
guaranteed as to 
                 interest and principal by the U.S. government or
its 
                 agencies or instrumentalities."
         
         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 
         more than 5% of its total assets in issuers with respect
to 25% of 
         its total assets, and could 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. 
         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 requires the
affirmative 
         vote of the lesser of (1) more than 50% of the
outstanding shares of 
         the fund, or (2) 67% or more of the shares of the fund
present at 
         the meeting if more than 50% of the outstanding shares
of the fund 
         are present at the meeting in person or by proxy.
         
         
         3.B.    AMENDING THE FUND'S FUNDAMENTAL INVESTMENT
RESTRICTION WITH 
                 RESPECT TO INVESTMENTS IN THE VOTING SECURITIES
OF A SINGLE 
                 ISSUER
         
         The Trustees are recommending that the fund's
fundamental investment 
         restriction with respect to investments in the voting
securities of 
         a single issuer be revised to reflect the standard
restriction 
         expected to be used by other Putnam funds 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."
         
         Putnam Management believes that limiting this
restriction to 75% of 
         the fund's total assets will enhance the fund's
investment 
         flexibility.  Putnam Management has advised the Trustees
that the 
         current restriction 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.
         
         The amendment enables the fund to purchase more than 10%
of the 
         voting securities of an issuer with respect to 25% 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 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 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
         
         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.  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, 
                 or by entering into repurchase agreements with
respect to 
                 not more than 25% of its total assets (taken at
current 
                 value)."  
         
         The proposed amended fundamental investment restriction
is set forth 
         below.  
         
              "The fund may not ...
         
              Make loans, except by purchase of debt obligations 
              in which the fund may invest consistent with its 
              investment policies, by entering into repurchase 
              agreements, or by lending its portfolio
securities."
         
         Following the amendment, the fund may, consistent with
its 
         investment objective and policies and applicable law,
enter into 
         repurchase agreements and securities loans without
limit.  Putnam 
         Management believes that the increased investment
flexibility could 
         assist the fund in achieving its investment objective.
         
         When the fund enters into a repurchase agreement, it
typically 
         purchases a security for a relatively short period
(usually not more 
         than one week), which the seller agrees to repurchase at
a fixed 
         time and price, representing the fund's cost plus
interest.  When 
         the fund enters into a securities loan, it lends certain
of its 
         portfolio securities to broker-dealers or other parties
and 
         typically receives an interest payment in return.  These 
         transactions must be fully collateralized at all times,
but involve 
         some risk to the fund if the other party should default
on its 
         obligation.  If the other party in these transactions
should become 
         involved in bankruptcy or insolvency proceedings, it is
possible 
         that the fund may be treated as an unsecured creditor
and be 
         required to return the underlying collateral to the
other party's 
         estate.
         
         Required vote.  Approval of this proposal requires the
affirmative 
         vote of the lesser of (1) more than 50% of the
outstanding shares of 
         the fund, or (2) 67% or more of the shares of the fund
present at

         






         the meeting if more than 50% of the outstanding shares
of the fund 
         are present at the meeting in person or by proxy.
         
         
         3.D.    AMENDING THE FUND'S FUNDAMENTAL INVESTMENT
RESTRICTION WITH 
                 RESPECT TO INVESTMENTS IN COMMODITIES
         
         The Trustees are recommending that the fund's
fundamental investment 
         restriction with respect to investments in commodities
be revised to 
         reflect the standard restriction expected to be used by
other Putnam 
         funds.  The current restriction states that the fund may
not:  
         
                 "Purchase or sell commodities or commodity
contracts, except 
                 that the fund may write and purchase financial
futures 
                 contracts and related options."
         
         The proposed amended fundamental restriction is set
forth below.
         
                 "The fund may not ...
         
              Purchase or sell commodities or commodity
contracts, 
              except that the fund may purchase and sell
financial 
              futures contracts and options and may enter into 
              foreign exchange contracts and other financial 
              transactions not involving physical commodities."
         
         Under the revised restriction, the fund will continue to
be able to 
         engage in a variety of transactions involving the use of
financial 
         futures and options and foreign currencies, as well as
various other 
         financial transactions to the extent consistent with its
investment 
         objective and policies.  Although the fund may already
engage in 
         many of these activities, Putnam Management believes
that the 
         revised language more clearly sets forth the fund's
policy.  The 
         addition of financial transactions not involving
physical 
         commodities is intended to give the fund maximum
flexibility to 
         invest in a variety of financial instruments that could
technically 
         be considered commodities, but which do not involve the
direct 
         purchase or sale of physical commodities, which is the
intended 
         focus of the restriction.
         
         Required vote.  Approval of this proposal requires the
affirmative 
         vote of the lesser of (1) more than 50% of the
outstanding shares of 
         the fund, or (2) 67% or more of the shares of the fund
present at 
         the meeting if more than 50% of the outstanding shares
of the fund 
         are present at the meeting in person or by proxy.   
         
         3.E.    AMENDING THE FUND'S FUNDAMENTAL INVESTMENT
RESTRICTION WITH 
                 RESPECT TO SENIOR SECURITIES
         
         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.  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 (up to 10% of its total assets) without
violating its 
         current restriction, it believes that amending the
restriction will 
         avoid any possible ambiguity.
         
         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.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
         
         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 and
replacing it 
         with a standard non-fundamental restriction expected to
be used by 
         other Putnam funds.  The current restriction states that
the fund 
         may not:
         
                 "Invest in securities of any issuer if, to the
knowledge of 
                 the fund, officers and Trustees of the fund and
officers and 
                 directors of Putnam Management who beneficially
own more 
                 than 0.5% of the shares or securities of that
issuer 
                 together own more than 5%."
         
         The fund originally adopted this restriction to comply
with certain 
         state securities law requirements which are no longer
applicable to 
         the Fund.  If this proposal is approved, the Trustees
intend to 
         replace this fundamental restriction with the following 
         substantially identical non-fundamental investment
restriction:
         

         






                 "The fund may not. . .
         
                 Invest in the securities of any issuer, if, to
the knowledge 
                 of the fund, officers and Trustees of the fund
and officers 
                 and directors of Putnam Management who
beneficially own more 
                 than 0.5% of the securities of that issuer
together own more 
                 than 5% of such securities."
         
         By making this policy non-fundamental, the fund will
have the 
         ability to modify or eliminate the restriction to
increase 
         investment flexibility without the need for shareholder
approval.
         
         If the restriction were to be eliminated, 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 prohibited by the fund's investment
policies or 
         the 1940 Act.
         
         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.B.    ELIMINATING THE FUND'S FUNDAMENTAL INVESTMENT
RESTRICTION 
                 WITH RESPECT TO MARGIN TRANSACTIONS
         
         The Trustees are recommending that the fund's
fundamental investment 
         restriction with respect to margin transactions be
eliminated and 
         replaced by a standard non-fundamental investment
restriction 
         expected to be used by other Putnam funds.  "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 futures contracts
and related 
                 options."
         
         The fund originally adopted this restriction to comply
with certain 
         state securities law requirements, which are no longer
applicable to 
         the Fund.  If the proposal is approved, the Trustees
intend to 
         replace this fundamental restriction with the following
non-
         fundamental investment restriction:
         
                 "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 
              financial futures contracts or options."
         
         The proposed restriction includes margin payments in
connection with 
         all options transactions, not just options on futures,
in its 
         exception.
         
         By making this policy non-fundamental, the fund will
have the 
         ability to modify or eliminate the restriction to
increase 
         investment flexibility without the need for shareholder
approval. 
         
         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 SEC
guidelines 
         which prohibit margin transactions 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 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
         
         The Trustees are recommending that the fund's
fundamental investment 
         restriction with respect to short sales be eliminated
and replaced 
         by a standard non-fundamental investment restriction
expected to be 
         used by other Putnam funds.  The current restriction
states that the 
         fund may not:
         
                 "Make short sales of securities or maintain a
short sale 
                 position for the account of the fund unless at
all times 
                 when a short position is open it owns an equal
amount of 
                 such securities or owns securities which,
without payment of 
                 any further consideration, are convertible into
or 
                 exchangeable for securities of the same issue
as, and at 
                 least equal in amount to, the securities sold
short."
         
         The fund originally adopted this restriction to comply
with certain 
         state securities laws requirements, which are no longer
applicable 
         to the Fund.  If this proposal is approved, the Trustees
intend to 
         replace this fundamental restriction with the following 
         substantially identical non-fundamental restriction:
         
                 "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 it owns an equal amount of such
securities 
                 or owns securities which, without payment of any
further 
                 consideration, are convertible into or
exchangeable for 
                 securities of the same issue as, and in equal
amount to, the 
                 securities sold short."
         
         By making this policy non-fundamental, the fund will
have the 
         ability to modify or eliminate the restriction to
increase 
         investment flexibility without the need for shareholder
approval.
         
         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 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
         
         The Trustees are recommending that the fund's
fundamental investment 
         restriction which limits the fund's ability to pledge
its assets be 
         eliminated and replaced by a standard non-fundamental
investment 
         restriction expected to be used by other Putnam funds. 
The current 
         restriction states that the fund may not:
         
                 "Pledge, hypothecate, mortgage or otherwise
encumber its 
                 assets in excess of 15% of its 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
collateral 
                 arrangements with respect to margin for
financial futures 
                 contracts, options on such contracts and on
securities 
                 indices are not deemed to be pledges or other 
                 encumbrances.)"  [Restriction 1 permits the fund
to borrow 
                 money in an amount equal to up to 10% of its
total assets 
                 for certain limited purposes.]
         

         






         
         The fund originally adopted this restriction to comply
with certain 
         state securities law requirements, which are no longer
applicable to 
         the Fund.  If the proposal is approved, the Trustees
intend to 
         replace this fundamental restriction with the following
non-
         fundamental investment restriction:
         
              "The fund may not ...
         
              Pledge, hypothecate, mortgage or otherwise encumber 
              its assets in excess of 33 1/3% of its total assets 
              (taken at cost) in connection with permitted 
              borrowings."
         
         This proposal would enable the fund to pledge up to
one-third of its 
         total assets in connection with fund borrowings; other
activities 
         which could be deemed to be pledges or other
encumbrances, such as 
         collateral arrangements with respect to certain forward
commitments, 
         futures contracts and options transactions, will not be
restricted.  
         
         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), 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.
         
         By making this policy non-fundamental, the fund will
have the 
         ability to modify or eliminate the restriction to
increase 
         investment flexibility without the need for shareholder
approval.
         
         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 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.    ELIMINATING THE FUND'S FUNDAMENTAL INVESTMENT
RESTRICTION 
                 WITH  RESPECT TO INVESTMENTS IN RESTRICTED
SECURITIES
         
         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 15% of the value of the
fund's net 
                 assets, excluding restricted securities that
have been 
                 determined by the Trustees of the fund (or the
person 
                 designated by them to make such determinations)
to be 
                 readily marketable."
         
         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.  
         
         These requirements are currently reflected in the fund's 
         nonfundamental policy with respect to illiquid
investments. 
         Eliminating the fundamental restriction would therefore
provide the 
         fund with maximum flexibility to respond quickly to
legal, 
         regulatory and market developments regarding illiquid
investments. 
         If the restriction were no longer required, the Trustees
could 
         modify or eliminate the restriction to increase the
fund's 
         investment flexibility without the need for shareholder
approval.
         
         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.    ELIMINATING THE FUND'S FUNDAMENTAL INVESTMENT
RESTRICTION 
                 WITH RESPECT TO INVESTMENTS IN CERTAIN OIL, GAS
AND MINERAL 
                 INTERESTS
         
         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 and
replaced by a 
         standard non-fundamental investment restriction expected
to by used 
         by other Putnam funds.  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."
         
         The fund originally adopted the restriction to comply
with certain 
         state securities law requirements, which are no longer
applicable to 
         the fund.  If this proposal is approved, the Trustees
intend to 
         adopt the following substantially identical
non-fundamental 
         restriction:
         
                 "The fund may not . . .
         
                 Buy or sell oil, gas or other mineral leases,
rights or 
                 royalty contracts, although it may purchase
securities which 
                 represent interests in, are secured by interests
in, or 
                 which are issued by issuers which deal in, such
leases, 
                 rights or contracts, and it may acquire and
dispose of such 
                 leases, rights or contracts acquired through the
exercise of 
                 its rights as a holder of debt obligations
secured thereby."
         
         By making this policy non-fundamental, the fund will
have the 
         ability to modify or eliminate the restriction to
increase 
         investment flexibility without the need for shareholder
approval.  
         
         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 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
         
         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
activities 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. 
Putnam 
         Management believes it would be in the best interest of
the fund to 
         eliminate the restriction.
         
         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 
         invests.  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 requires the
affirmative 
         vote of the lesser of (1) more than 50% of the
outstanding shares of 
         the fund, or (2) 67% or more of the shares of the fund
present at 
         the meeting if more than 50% of the outstanding shares
of the fund 
         are present at the meeting in person or by proxy.
         
         Further Information About Voting and the Shareholder
Meeting
         
         Quorum and Methods of Tabulation.  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 
         and "broker non-votes" (i.e., shares held by brokers or
nominees as 
         to which (i) instructions have not been received from
the beneficial 
         owners or the persons entitled to vote and (ii) the
broker or 
         nominee does not have the discretionary voting power on
a particular 
         matter) will be counted as shares that are present and
entitled to 
         vote on the matter for purposes of determining the
presence of a 
         quorum.  Votes cast by proxy or in person at the meeting
will be 
         counted by persons appointed by your fund as tellers for
the 
         meeting.  
         
         The tellers will count the total number of votes cast
"for" approval 
         of the proposals for purposes of determining whether
sufficient 
         affirmative votes have been cast.  With respect to the
election of 
         Trustees and selection of auditors, neither abstentions
nor broker 
         non-votes have any effect on the outcome of the
proposal.  With 
         respect to any other proposals, abstentions and broker
non-votes 
         have the effect of a negative vote on the proposal.
         
         Other business.  The Trustees know of no other business
to be 
         brought before the meeting.  However, if any other
matters properly 
         come before the meeting, it is their intention that
proxies that do 
         not contain specific restrictions to the contrary will
be voted on 
         such matters in accordance with the judgment of the
persons named as 
         proxies in the enclosed form of proxy.
         
         Simultaneous meetings.  The meeting of shareholders of
your fund is 
         called to be held at the same time as the meetings of
shareholders 
         of certain of the other Putnam funds.  It is anticipated
that all 
         meetings will be held simultaneously.  If any
shareholder at the 
         meeting objects to the holding of a simultaneous meeting
and moves 
         for an adjournment of the meeting to a time promptly
after the 
         simultaneous meetings, the persons named as proxies will
vote in 
         favor of such adjournment.  
         
         Solicitation of proxies.  In addition to soliciting
proxies by mail, 
         Trustees of your fund and employees of Putnam
Management, Putnam

         






         Fiduciary Trust Company and Putnam Mutual Funds may
solicit proxies 
         in person or by telephone.  Your fund may also arrange
to have votes 
         recorded by telephone.  The telephone voting procedure
is designed 
         to authenticate shareholders' identities, to allow
shareholders to 
         authorize the voting of their shares in accordance with
their 
         instructions and to confirm that their instructions have
been 
         properly recorded.  Your fund has been advised by
counsel that these 
         procedures are consistent with the requirements of
applicable law. 
         If these procedures were subject to a successful legal
challenge, 
         such votes would not be counted at the meeting.  Your
fund is 
         unaware of any such challenge at this time. 
Shareholders would be 
         called at the phone number Putnam Investments has in its
records for 
         their accounts, and would be asked for their Social
Security number 
         or other identifying information.  The shareholders
would then be 
         given an opportunity to authorize proxies to vote their
shares at 
         the meeting in accordance with their instructions.  To
ensure that 
         the shareholders' instructions have been recorded
correctly, they 
         will also receive a confirmation of their instructions
in the mail. 
         A special toll-free number will be available in case the
information 
         contained in the confirmation is incorrect.  
         
         Your fund's Trustees have adopted a general policy of
maintaining 
         confidentiality in the voting of proxies.  Consistent
with this 
         policy, your fund may solicit proxies from shareholders
who have not 
         voted their shares or who have abstained from voting.
         
         Persons holding shares as nominees will upon request be
reimbursed 
         for their reasonable expenses in soliciting instructions
from their 
         principals.  Your fund has retained at its expense D.F.
King & Co., 
         Inc., 77 Water Street, New York, New York  10005, to aid
in the 
         solicitation of instructions for registered and nominee
accounts, 
         for a fee not to exceed [$2,500] plus reasonable
out-of-pocket 
         expenses for mailing and phone costs. 
         
         Revocation of proxies.  Proxies, including proxies given
by 
         telephone, may be revoked at any time before they are
voted by a 
         written revocation received by the Clerk of your fund,
by properly 
         executing a later-dated proxy or by attending the
meeting and voting 
         in person.
         
         Date for receipt of shareholders' proposals for
subsequent meetings 
         of shareholders.  Your fund's Agreement and Declaration
of Trust 
         does not provide for annual meetings of shareholders,
and your fund 
         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 your fund 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 persons named as proxies will vote in favor of such
adjournment 
         those proxies which they are entitled to vote in favor
of such 
         proposals.  They will vote against such adjournment
those proxies 
         required to be voted against such proposals.  Your fund
pays the 
         costs of any additional solicitation and of any
adjourned session. 
         Any proposals for which sufficient favorable votes have
been 
         received by the time of the meeting may be acted upon
and considered 
         final regardless of whether the meeting is adjourned to
permit 
         additional solicitation with respect to any other
proposal.  
         
         Financial information.  Your fund will furnish, without
charge, to 
         you upon request a copy of the fund's annual report for
its most 
         recent fiscal year, and a copy of its semiannual report
for any 
         subsequent semiannual period.  Such requests may be
directed to 
         Putnam Investor Services, P.O. Box 41203, Providence, RI 
02940-1203 
         or 1-800-225-1581.
         
         Further Information About Your Fund
         
         Limitation of Trustee liability.  The Agreement and
Declaration of 
         Trust of your fund provides that the fund will indemnify
its 
         Trustees and officers against liabilities and expenses
incurred in 
         connection with litigation in which they may be involved
because of 
         their offices with the fund, except if it is determined
in the 
         manner specified in the Agreement and Declaration of
Trust that they 
         have not acted in good faith in the reasonable belief
that their 
         actions were in the best interests of the fund or that
such 
         indemnification would relieve any officer or Trustee of
any 
         liability to the fund or its shareholders arising by
reason of 
         willful misfeasance, bad faith, gross negligence or
reckless 
         disregard of his or her duties.  Your fund, at its
expense, provides 
         liability insurance for the benefit of its Trustees and
officers.
         
         Audit and Nominating Committees.  The voting members of
the Audit 
         Committee of your fund include only Trustees who are not
"interested 
         persons" of the fund by reason of any affiliation with
Putnam 
         Investments and its affiliates.  The Audit Committee
currently 
         consists of Messrs. Estin (Chairman), Perkins (without
vote), 
         Putnam, III (without vote), Shapiro, Smith (without
vote), and Ms. 
         Kennan.  The Nominating Committee consists only of
Trustees who are 
         not "interested persons" of your fund or Putnam
Management.  The 
         Nominating Committee currently consists of Dr. Pounds
and Ms. Kennan 
         (Co-chairpersons), Ms. Baxter, and Messrs. Estin, Hill,
Jackson, 
         Patterson, Shapiro, and Thorndike.

         






         
         Officers and other information.  In addition to George
Putnam and 
         Lawrence J. Lasser, the officers of your fund are as
follows:
         
                                                                
Year first
                                                                
elected to
         Name (age)                    Office                   
office
        
- -----------------------------------------------------------------
         
         Charles E. Porter (58)        Executive Vice President 
19__
         Patricia C. Flaherty (49)     Senior Vice President    
19__
         John D. Hughes (61)           Senior Vice President &    
 
                                        Treasurer               
19__
         Gordon H. Silver (49)         Vice President           
19__
         Peter Carman (55)             Vice President           
19__
         Daniel L. Miller*(39)         Vice President           
19__
         Brett C. Browchuk (33)        Vice President           
19__
         John J. Morgan, Jr. (56)      Vice President           
19__
         William N. Shiebler**(54)     Vice President           
19__
         John R. Verani (57)           Vice President           
19__
         Paul M. O'Neil (43)           Vice President           
19__
         Beverly Marcus (52)           Clerk                    
19__
        
- -----------------------------------------------------------------
- ---
         
         *  The fund's portfolio manager
         ** President of Putnam Mutual Funds
         
         All of the officers of your fund are employees of Putnam
Management 
         or its affiliates.  Because of their positions with
Putnam 
         Management or its affiliates or their ownership of stock
of Marsh & 
         McLennan Companies, Inc., the parent corporation of
Putnam 
         Management and Putnam Mutual Funds, Messrs. Putnam,
George Putnam, 
         III, Lasser and Smith (nominees for Trustees of your
fund), as well 
         as the officers of your fund, will benefit from the
management fees, 
         distribution fees, underwriting commissions, custodian
fees, and 
         investor servicing fees paid or allowed by the fund. 
         
         Assets and shares outstanding of your fund as of
[__________, 1996] 
         
         Net assets                                               
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
             [$        ]
         
         Class A shares outstanding 
         and authorized to vote                                   
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                  [       ] shares
         
         Class B shares outstanding
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                  [       ] shares
         
         Class M shares outstanding 
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                   [      ] shares
         

         






         5% beneficial ownership of your fund as of
[_____________, 1996]
         
         Persons beneficially owning more than 5%
         of the fund's class A shares
         
         (1)  [           ]                                       
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
    [      ] shares or [    ]%
         
         Persons beneficially owning more than 5% 
         of the fund's class B shares
         
         (1)  [           ]                                       
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
    [      ] shares or [    ]%
         
         Persons beneficially owning more than 5% 
         of the fund's class M shares
         
         (1)  [                     ]                             
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
               [      ] shares or [   ]%

         






         
         PUTNAMINVESTMENTS
         The Putnam Funds
         
         One Post Office Square
         Boston, Massachusetts 02109
         Toll-free 1-800-225-1581
         
         






         
         PUTNAM INVESTMENTS
         
         This is your PROXY CARD. 
         
         Please vote this proxy, sign it below, and return it
promptly in the 
         envelope provided.  Your vote is important.
         
         HAS YOUR ADDRESS CHANGED?
         Please use this form to notify us of any change in
address or 
         telephone number or to provide us with your comments. 
Detach this 
         form from the proxy ballot and return it with your
signed proxy in 
         the enclosed envelope.
         
         Street
        
- -----------------------------------------------------------------
- ---
         
         City                                   State         Zip 

        
- -----------------------------------------------------------------
- ---
         
         Telephone
        
- -----------------------------------------------------------------
- ---
         
         DO YOU HAVE ANY COMMENTS?
         
        
- -----------------------------------------------------------------
- ---
         
        
- -----------------------------------------------------------------
- ---
         
        
- -----------------------------------------------------------------
- ---
         
         DEAR SHAREHOLDER:
         
         Your vote is important.  Please help us to eliminate the
expense of 
         follow-up mailings by signing and returning this proxy
as soon as 
         possible.  A postage-paid envelope is enclosed for your
convenience.
         
         THANK YOU!
        
- -----------------------------------------------------------------
- ---
         
         Please fold at perforation before detaching.

         

         Proxy for a meeting of shareholders to be held on
February 2, 1997 
         for Putnam New Opportunities Fund.
         
         This proxy is solicited on behalf of the Trustees of the
fund.
         
         The undersigned shareholder hereby appoints George
Putnam, Hans H. 
         Estin, and Robert E. Patterson, and each of them
separately, 
         Proxies, with power of substitution, and hereby
authorizes them to 
         represent and to vote, as designated below, at the
meeting of 
         shareholders of Putnam New Opportunities Income Fund on
February 6, 
         1997, at 2:00 p.m., Boston time, and at any adjournments
thereof, 
         all of the shares of the fund that the undersigned
shareholder would 
         be entitled to vote if personally present.
         
         If you complete and sign the proxy, we'll vote it
exactly as you 
         tell us.  If you simply sign the proxy, it will be voted
FOR 
         electing Trustees as set forth in Proposal 1 and FOR
each of the 
         other Proposals listed below.  In their discretion, the
Proxies will 
         also be authorized to vote upon such other matters that
may properly 
         come before the meeting. 
         
         Note:  If you have questions on any of the proposals,
please call
                1-800-225-1581.
         
         PLEASE BE SURE TO SIGN AND DATE THIS PROXY.
         
         Please sign your name exactly as it appears on this
card.  If you 
         are a joint owner, each owner should sign.  When signing
as 
         executor, administrator, attorney, trustee, or guardian,
or as 
         custodian for a minor, please give your full title as
such.  If you 
         are signing for a corporation, please sign the full
corporate name 
         and indicate the signer's office.  If you are a partner,
sign in the 
         partnership name.
         
        
- -----------------------------------------------------------------
- ---
         Shareholder sign here                                    
Date
         
        
- -----------------------------------------------------------------
- ---
         Co-owner sign here                                       
Date

         



         
         THE TRUSTEES RECOMMEND A VOTE FOR ELECTING ALL OF THE
NOMINEES FOR 
         TRUSTEES AND FOR THE OTHER PROPOSALS LISTED BELOW.
         
         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       FOR      AGAINST    
ABSTAIN
                of Coopers & Lybrand
                L.L.P as the               /  /      /  /       / 
/
                independent auditors 
                of your fund.
         
         3.     Amend the fund's 
                fundamental investment 
                restriction with respect
                to: 
         
           A.   Diversification.           /  /      /  /       / 
/
         
           B.   Investments in the voting  /  /      /  /       / 
/
                securities of a single 
                issuer.
         
           C.   Making loans.              /  /      /  /       / 
/
         
           D.   Investments in             /  /      /  /       / 
/
                commodities.
         
           E.   Senior securities.         /  /      /  /       / 
/
         
         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.   Investments in             /  /      /  /       / 
/
                restricted securities.
         
           F.   Investments in certain     /  /      /  /       / 
/
                oil, gas and mineral
                interests.
         
           G.   Investing to gain          /  /      /  /       / 
/
                control of a company's 
                management.

         






          lipsett/106290.111/proxys/newopp3.wpf