SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
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Filed by the Registrant / X /
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Filed by a Party other than the Registrant / /
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CHECK THE APPROPRIATE BOX:
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/ X / Preliminary Proxy Statement
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/ / Preliminary Additional Materials
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/ / Definitive Proxy Statement
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/ / Definitive Additional Materials
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/ / Soliciting Material Pursuant to Sec. 240.14a-11(e) or
- ---- Sec. 240.14a-12
PUTNAM CAPITAL MANAGER TRUST
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
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/ x / $125 per Exchange Act Rules 0-11(c)(1)(ii),
- ---- 14a-6(i)(1), or 14a-6(i)(2).
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/ / $500 per each party to the controversy pursuant
- ---- to Exchange Act Rule 14a-6(i)(3).
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/ / Fee computed on table below per Exchange Act Rules
- ---- 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which
transaction applies:
(2) Aggregate number of securities to which
transaction applies:
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule
0-11:
(4) Proposed maximum aggregate value of transaction:
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/ / Check box if any part of the fee is offset as provided
- ---- by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously.
Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its
filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed: <PAGE>
IMPORTANT INFORMATION
FOR CONTRACT AND POLICY HOLDERS OF
PCM UTILITIES GROWTH AND INCOME FUND
SUBACCOUNTS
THE DOCUMENT YOU HOLD IN YOUR HANDS CONTAINS A PROXY STATEMENT
AND A VOTING INSTRUCTION CARD. A VOTING INSTRUCTIONS CARD IS, IN
ESSENCE, A BALLOT. WHEN YOU COMPLETE YOUR VOTING INSTRUCTIONS,
IT TELLS YOUR INSURANCE COMPANY HOW TO VOTE ON YOUR BEHALF ON
IMPORTANT ISSUES RELATING TO THE PORTION OF YOUR ACCOUNT THAT IS
ALLOCATED TO PCM UTILITIES GROWTH AND INCOME FUND. IF YOU
COMPLETE AND SIGN THE VOTING INSTRUCTION CARD, IT WILL BE VOTED
EXACTLY AS YOU INSTRUCT. IF YOU SIMPLY SIGN YOUR VOTING
INSTRUCTION CARD, IT WILL BE VOTED IN THE SAME PROPORTION AS
SHARES FOR WHICH INSTRUCTIONS HAVE BEEN RECEIVED.
WHILE INVESTORS SOMETIMES FIND A PROXY STATEMENT INTIMIDATING, WE
ARE, IN FACT, ASKING FOR YOUR INSTRUCTIONS ON JUST ONE MATTER.
SO WE URGE YOU TO SPEND A FEW MINUTES WITH THE PROXY STATEMENT,
FILL OUT YOUR VOTING INSTRUCTION CARD, AND RETURN IT.
WE WANT TO KNOW HOW YOU WOULD LIKE TO VOTE. PLEASE TAKE A FEW
MOMENTS WITH THESE MATERIALS AND RETURN YOUR VOTING INSTRUCTION
CARD.
(PUTNAM LOGO APPEARS HERE)
BOSTON * LONDON * TOKYO
<PAGE>
TABLE OF CONTENTS
A Message from the Chairman. . . . . . . . . . . . . . . . . . . . . . . .1
Notice of Shareholder Meeting. . . . . . . . . . . . . . . . . . . . . . .2
Trustees' Recommendations. . . . . . . . . . . . . . . . . . . . . . . . .3
PROXY OR VOTING INSTRUCTION CARD ENCLOSED
If you have any questions, please contact us at the special toll-
free number we have set up for you (1-800-521-0538) or call your
financial adviser.
<PAGE>
A MESSAGE FROM THE CHAIRMAN
(Photograph of George Putnam appears here)
Dear Contract and Policy Holder:
I am writing to you to ask for your voting instructions on an
important question that affects the portion of your account that
is allocated to PCM Utilities Growth and Income Fund (the
"fund"), a series of Putnam Capital Manager Trust (the "Trust").
While you are, of course, welcome to join us at the fund's
meeting, most contract and policy holders provide voting
instructions by filling out and signing the enclosed card. We
are asking for your instructions on the following matter:
1. APPROVING A NEW MANAGEMENT CONTRACT BETWEEN THE FUND AND
PUTNAM INVESTMENT MANAGEMENT, INC., INCLUDING AN INCREASE IN
THE MANAGEMENT FEE PAYABLE BY THE FUND.
A word about the management fee increase. A fee increase is
proposed only after a great deal of thought and analysis on the
part of the Trustees. For several years, the Trustees have been
carefully studying the management fees, investment performance
and expense ratios of each of the Putnam funds and also major
competing funds. This comprehensive review resulted in
recommendations for fee increases for some funds and decreases
for others. The new management fee for PCM Utilities Growth and
Income Fund will result in an increase of $.09 in annual expenses
for each $100 invested, or 9/100th of 1%. In addition, the new
fee schedule, unlike the old schedule, provides for lower fee
rates as the fund's assets increase and would, in fact, result in
a fee decrease if its net assets exceed $1.75 billion. The
Trustees believe that this increase, the first since the fund's
inception in 1992, will provide Putnam Investment Management,
Inc. with a fee that is fair and reasonable when compared with
the fees paid to other high-quality fund managers. We encourage
you to support the Trustees' recommendation.
Your voting instructions are important to us. We appreciate the
time and consideration that I am sure you will give this
important matter. If you have questions about the proposal, call
1-800-521-0538.
Sincerely yours,
(signature of George Putnam)
George Putnam, Chairman
<PAGE>
PCM UTILITIES GROWTH AND INCOME FUND
NOTICE OF A MEETING OF SHAREHOLDERS
THIS IS THE FORMAL AGENDA FOR THE 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 PCM Utilities Growth and Income Fund:
A Meeting of Shareholders of the PCM Utilities Growth and Income
Fund (the "fund"), a series of Putnam Capital Manager Trust (the
"Trust"), will be held on July 11, 1996 at 2:00 p.m., Boston
time, on the eighth floor of One Post Office Square, Boston,
Massachusetts, to consider the following:
1. APPROVING A NEW MANAGEMENT CONTRACT BETWEEN YOUR FUND AND
PUTNAM INVESTMENT MANAGEMENT, INC., INCLUDING AN INCREASE IN
THE MANAGEMENT FEE PAYABLE BY THE FUND. SEE PAGE .
2. TRANSACTING OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING.
By the Trustees
George Putnam, Chairman
William F. Pounds, Vice Chairman
Jameson A. Baxter Donald S. Perkins
Hans H. Estin George Putnam, III
John A. Hill Eli Shapiro
Elizabeth T. Kennan A.J.C. Smith
Lawrence J. Lasser W. Nicholas Thorndike
Robert E. Patterson
WE URGE YOU TO MARK, SIGN, DATE, AND MAIL THE ENCLOSED VOTING
INSTRUCTION CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED SO YOU
WILL BE REPRESENTED AT THE MEETING.
April 12, 1996
<PAGE>
PROXY STATEMENT
THIS DOCUMENT WILL GIVE YOU THE INFORMATION YOU NEED TO VOTE ON
THE MATTER LISTED ON THE PREVIOUS PAGE. MUCH OF THE INFORMATION
IN THE PROXY STATEMENT IS REQUIRED UNDER RULES OF THE SECURITIES
AND EXCHANGE COMMISSION (SEC); SOME OF IT IS TECHNICAL. IF THERE
IS ANYTHING YOU DON'T UNDERSTAND, PLEASE CONTACT US AT OUR
SPECIAL TOLL-FREE NUMBER, 1-800-521-0538, OR CALL YOUR FINANCIAL
ADVISER.
WHO IS ASKING FOR MY VOTE?
THE ENCLOSED PROXY IS SOLICITED BY THE TRUSTEES OF PCM UTILITIES
GROWTH AND INCOME FUND for use at the meeting of Shareholders to
be held on July 11, 1996, and, if the meeting is adjourned, at
any later meetings, for the purposes stated in the Notice of
Meeting (see previous page).
HOW DO THE FUND'S TRUSTEES RECOMMEND THAT SHAREHOLDERS VOTE ON
THIS PROPOSAL?
The Trustees recommend that you vote
1. FOR APPROVAL OF THE NEW MANAGEMENT CONTRACT, INCREASING THE
FEES PAYABLE BY THE FUND TO PUTNAM INVESTMENT MANAGEMENT,
INC.
WHO IS ELIGIBLE TO VOTE?
Shareholders of record at the close of business on April 19,
1996, are entitled to be present and to vote at the meeting or
any adjourned meeting.
As of that date, The Hartford Life Insurance Companies
("Hartford"), Northwestern National Life Insurance Company
("NWNL") and Paragon Life Insurance Company ("Paragon") were
shareholders of record of the fund. Each of Hartford, NWNL and
Paragon will vote shares of the fund held by it in accordance
with voting instructions received from variable annuity contract
and variable life insurance policy owners ("Contract Owners") for
whose accounts the shares are held. Accordingly, this Proxy
Statement is also intended to be used by Hartford, NWNL and
Paragon in obtaining such voting instructions from Contract
Owners.
The Notice of Meeting, the proxy (or voting instruction) card,
and the Proxy Statement have been mailed to shareholders of
record and Contract Owners on or about April , 1996.
Each share is entitled to one vote. Shares represented by duly
executed proxies will be voted in accordance with shareholders'
instructions. If no instructions are made, the proxy will be
voted in accordance with the Trustees' recommendation.
In the event that a Contract Owner gives no instructions or
leaves the voting discretionary, Hartford, NWNL or Paragon will
vote the shares of the fund attributable to the Contract Owner in
the same proportion as shares of the fund for which it has
received instructions.
THE PROPOSAL
1. APPROVAL OF A NEW MANAGEMENT CONTRACT
The Trustees of the Trust recommend that shareholders of PCM
Utilities Growth and Income Fund approve a new management
contract with Putnam Investment Management, Inc., the Trust's
investment manager ("Putnam Management"), which provides for an
increase in the management fees payable by the fund to Putnam
Management. The proposed contract, which is attached as Exhibit
B, is identical in all substantive respects to the existing
contract, except for the proposed change in management fees.
Further information about both the current and proposed
management contract, the termination and renewal procedures, the
services provided by Putnam Management and its affiliates, and
information concerning brokerage and related matters can be found
under "Additional Information Relating to Management Contract
Approval" on page ( ).
WHAT DO MANAGEMENT FEES PAY FOR?
Management fees pay Putnam Management for the services it
provides in conducting the day-to-day operations of the Trust and
the fund. These include providing the personnel, equipment, and
office facilities necessary for the management of the fund's
investment portfolio, determining the fund's daily net asset
value, maintaining the accounts and records of the fund,
preparation of reports to shareholders, compliance with
regulatory requirements, and general administration of the
Trust's affairs.
WHY DID PUTNAM MANAGEMENT RECOMMEND A NEW MANAGEMENT FEE SCHEDULE
TO THE TRUSTEES?
In recent years, Putnam Management has noted a general increase
in the complexity of the investment process and in the
competition for talented investment personnel. Putnam Management
recommended the new management fee schedule to help ensure that
Putnam Management receives fees for its services that are
competitive with fees paid to high-quality investment managers by
other mutual funds. Putnam Management believes that maintaining
competitive management fees will, over the longer term, enable it
to continue to provide high-quality management services to the
fund and to the other funds in the Putnam group. Putnam
Management also notes that your fund's current management fee
schedule has not been increased since the fund's inception in
1992.
HOW DID THE TRUSTEES ARRIVE AT THE PROPOSED MANAGEMENT FEE?
Several years ago, the Trustees undertook a comprehensive review
of the management fees paid by the Putnam funds. This review was
conducted largely through the Contract Committee of the Trustees,
which consists solely of independent Trustees who have no
financial interest in Putnam Management. As a result of this
review, the Trustees and Putnam Management reached agreement on a
system of model fee schedules for the various types of funds in
the Putnam group. These model fee schedules have now been
implemented for most of the Putnam funds. The proposed new fee
schedule for the fund is identical to that which has been
implemented for many other Putnam funds.
The Trustees and Putnam Management also reached a general
understanding that these model fee schedules should be
implemented for a particular fund only following consideration of
the fund's comparative investment performance and expense levels.
After reviewing comparative data on competitive funds and
noting, among other things, the fund's strong relative
performance, the Trustees concluded that it would be appropriate
to implement a model fee schedule for PCM Utilities Growth and
Income Fund at this time. The Trustees have indicated that they
will continue to look closely at the fund's comparative
performance and expense levels in their future annual reviews of
the fund's management contract.
WHAT FACTORS DID THE TRUSTEES CONSIDER?
The Trustees placed primary emphasis upon the nature and
quality of the services being provided by Putnam Management,
including the relative complexity of managing the fund, and a
comparison of recent investment performance, management fees, and
other expenses paid by the fund with those of similar funds
managed by other investment advisers.
The Trustees also considered, among other things, information
provided by Putnam Management regarding the profitability of its
current and proposed management fee arrangements with the fund
(without regard to costs incurred by Putnam Management and its
affiliates in connection with the marketing of shares) as well as
the benefits to Putnam Management and its affiliates resulting
from the fact that affiliates of Putnam Management currently
serve as shareholder servicing agent, distributor, and custodian
for each of the Putnam funds pursuant to separate contractual
arrangements. Following consideration of these and the other
factors described above, the Trustees of the Trust, including all
of the independent Trustees, unanimously approved the proposed
new contract on January 5, 1996.
HOW HAS PCM UTILITIES GROWTH AND INCOME FUND PERFORMED?
As part of any decision regarding management fees, shareholders
may wish to consider how the fund has performed. The chart that
follows shows how $10,000 invested in PCM Utilities Growth and
Income Fund at the Fund's inception on May 4, 1992, with
dividends reinvested, would have grown to $14,075.
[mountain graph appears here]
GROWTH OF A $10,000 INVESTMENT
Plot points:
5/4/92 $10,000
12/31/92 10,618
12/31/93 11,876
12/31/94 10,889
12/31/95 14,075
ANNUALIZED
TOTAL RETURN
as of 12/31/95
1 year 29.25%
3 years 9.85%
Life (since 5/1/92) 9.76%
Performance assumes reinvestment of distributions at net asset
value, represents past results, and does not account for taxes or
for charges and fees payable at the separate account level.
HOW HAS PCM UTILITIES GROWTH AND INCOME FUND PERFORMED IN
COMPARISON TO SIMILAR FUNDS?
Another way of evaluating the performance of the PCM Utilities
Growth and Income Fund is to compare it to other funds with
similar investment objectives and strategies and which are
offered through variable insurance subaccounts. The total return
of shares of PCM Utilities Growth and Income Fund ranked in the
top 29% of 6 such funds for the twelve months ended December 31,
1995, and in the top 17% of 5 such funds for the three years
ended December 31, 1995.
Lipper rankings of utility funds underlying variable insurance
subaccounts do not take into account charges and fees payable at
the subaccount level. Past performance is not indicative of
future results.
WHAT IS THE EFFECT OF THE NEW MANAGEMENT FEE SCHEDULE?
Under the new management contract, the annual management fee paid
by the fund to Putnam Management would be increased as follows:
Existing Fee Proposed Fee
0.60% FIRST $500 MILLION 0.70%
NEXT $500 MILLION 0.60%
NEXT $500 MILLION 0.55%
NEXT $5 BILLION 0.50%
NEXT $5 BILLION 0.475%
NEXT $5 BILLION 0.455%
NEXT $5 BILLION 0.44%
THEREAFTER 0.43%
Based upon net assets of the fund at December 31, 1995 of
$530,460,686, the effective annual management fee rate under the
proposed fee schedule would be 0.69% as compared to the existing
rate of 0.60%. This represents an increase of $.09 in annual
expenses for each $100 invested in the fund. The new management
fee schedule, unlike the old, provides for lower management fee
rates as the fund's assets increase, and would result in a fee
decrease if the fund's net assets exceed $1.75 billion.
For its fiscal year ended December 31, 1995, the fund paid
management fees to Putnam Management of $2,666,363. If the
proposed new management contract had been in effect for the year,
the fund would have paid fees of $3,110,757 an increase of 16.7%.
WHAT PERCENTAGE OF SHAREHOLDERS' VOTES ARE REQUIRED TO PASS THE
PROPOSAL?
Approval of the new management contract will require the "yes"
vote of a "majority of the outstanding voting securities" of the
fund, as provided in the Investment Company Act of 1940. For this
purpose, this means the "yes" 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. If the shareholders of the fund do not
approve the new contract, the existing management contract will
continue in effect.
THE TRUSTEES BELIEVE THAT THE PROPOSED NEW MANAGEMENT FEE IS FAIR
AND REASONABLE AND IN THE BEST INTERESTS OF THE SHAREHOLDERS OF
THE FUND. ACCORDINGLY, THE TRUSTEES RECOMMEND THAT SHAREHOLDERS
VOTE FOR APPROVAL OF THE PROPOSED NEW CONTRACT.
FURTHER INFORMATION ABOUT VOTING AND THE
SHAREHOLDER MEETING
QUORUM AND METHODS OF TABULATION. Thirty percent of the shares
entitled to vote -- present in person or represented by proxy --
constitutes a quorum for the transaction of business with respect
to any proposal at the meeting (unless otherwise noted in the
proxy statement). Shares represented by proxies that reflect
abstentions will be counted as shares that are present and
entitled to vote on the matter for purposes of determining the
presence of a quorum. Votes cast by proxy or in person at the
meeting will be counted by persons appointed as tellers for the
meeting.
The tellers will count the total number of votes cast "for"
approval of the proposal for purposes of determining whether
sufficient affirmative votes have been cast. Abstentions have
the effect of a negative vote on the proposal. Hartford, NWNL
and Paragon have agreed to vote their shares in proportion to and
in the manner instructed by Contract Owners.
OTHER BUSINESS. The Trustees know of no other business to be
brought before the meeting. However, if any other matters
properly come before the meeting, it is their intention that,
absent specific Contract Owner instructions to the contrary,
Hartford, NWNL and Paragon will vote on such matters in
accordance with their best judgment.
SIMULTANEOUS MEETINGS. The meeting of shareholders of the 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 AND VOTING INSTRUCTIONS. In addition to
soliciting proxies and voting instructions by mail, Trustees of
the Trust and employees of Hartford, NWNL, Paragon, Putnam
Management, Putnam Fiduciary Trust Company, and Putnam Mutual
Funds may solicit voting instructions from Contract Owners in
person or by telephone. The Trust may also arrange to have
voting instructions recorded by telephone. The telephone voting
procedure is designed to authenticate Contract Owners'
identities, to allow them to direct the voting of shares
attributable to their accounts in accordance with their
instructions and to confirm that their instructions have been
properly recorded. The Trust 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.
The Trust is unaware of any such challenge at this time.
Contract Owners would be called at the phone number Hartford,
NWNL, Paragon or Putnam Investments, as the case may be, has in
its records for their accounts, and would be asked for their
Social Security number or other identifying information. The
Contract Owners would then be given an opportunity to give their
voting instructions. To ensure that the Contract Owners'
instructions have been recorded correctly, they will also receive
a confirmation of their instructions in the mail. A special
toll-free number will be available in case the information
contained in the confirmation is incorrect.
The Trustees have adopted a general policy of maintaining
confidentiality in the voting of proxies.
Proxies and voting instructions may be solicited from
shareholders who have not voted or who have abstained from voting
and from Contract Owners who have not provided voting
instructions or have abstained from providing voting
instructions.
The fund has also retained, at its expense, D.F. King and Co.,
Inc., 77 Water Street, New York, New York 10005, to aid in the
solicitation for registered accounts for a fee not to exceed
$1,500, plus reasonable out-of-pocket expenses related to mailing
and phone costs.
REVOCATION OF PROXIES. Proxies executed by Hartford, NWNL or
Paragon may be revoked at any time before they are voted by a
written revocation received by the Clerk of the Trust, by
properly executing a later-dated proxy or by attending the
meeting and voting in person.
DATE FOR RECEIPT OF SHAREHOLDERS' PROPOSALS FOR SUBSEQUENT
MEETINGS OF SHAREHOLDERS. The Trust's Agreement and Declaration
of Trust does not provide for annual meetings of shareholders,
and the Trust does not currently intend to hold such a meeting in
1997. Shareholder proposals for inclusion in the proxy statement
for any subsequent meeting must be received by the Trust within a
reasonable period of time prior to any such meeting.
ADJOURNMENT. If sufficient votes in favor of any of the
proposals set forth in the Notice of the Meeting are not received
by the time scheduled for the meeting, the persons named as
proxies may propose adjournments of the meeting for a period or
periods of not more than 60 days in the aggregate to permit
further solicitation of proxies with respect to any of such
proposals. Any adjournment will require the affirmative vote of
a majority of the votes cast on the question in person or by
proxy at the session of the meeting to be adjourned. Hartford,
NWNL and Paragon will vote in favor of such adjournment those
shares which they are entitled to vote in favor of such
proposals. They will vote against any such adjournment those
shares required to be voted against any of such proposals. The
fund pays the costs of any additional solicitation and of any
adjourned session. Any proposals for which sufficient favorable
votes have been received by the time of the meeting may be acted
upon and considered final regardless of whether the meeting is
adjourned to permit additional solicitation with respect to any
other proposal.
FINANCIAL INFORMATION. THE TRUST WILL FURNISH, WITHOUT CHARGE,
TO ANY SHAREHOLDER UPON REQUEST A COPY OF THE TRUST'S ANNUAL
REPORT FOR ITS MOST RECENT FISCAL YEAR, AND A COPY OF ITS
SEMIANNUAL REPORT FOR ANY SUBSEQUENT SEMIANNUAL PERIOD. SUCH
REQUESTS MAY BE DIRECTED TO PUTNAM INVESTOR SERVICES, P.O. BOX
41203, PROVIDENCE, RI 02940-1203, 1-800-521-0538.
ASSETS AND SHARES OUTSTANDING of the
fund as of March 31, 1996
Net assets $
Shares of the fund outstanding and
authorized to vote shares
Persons beneficially owning
more than 5% of the fund's shares
ADDITIONAL INFORMATION RELATING TO
MANAGEMENT CONTRACT APPROVAL
FURTHER INFORMATION ABOUT PUTNAM INVESTMENT MANAGEMENT, INC. AND
ITS PROPOSED MANAGEMENT CONTRACT. Putnam Management and its
affiliates, Putnam Mutual Funds, the principal underwriter for
shares of the Trust, and Putnam Fiduciary Trust Company, the
Trust'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. ("Marsh & McLennan"),
which has executive offices at 1166 Avenue of the Americas, New
York, New York 10036. Marsh & McLennan Companies and its
operating subsidiaries are professional services firms with
insurance and reinsurance brokering, consulting, and investment
management businesses.
The directors of Putnam Management are George Putnam, Lawrence J.
Lasser, and Gordon H. Silver. Mr. Lasser is the principal
executive officer of Putnam Management. The principal
occupations of Messrs. Putnam, Lasser, and Silver are as officers
and directors of Putnam Management and certain of its corporate
affiliates. Charles E. Porter, Patricia C. Flaherty, William N.
Shiebler, John R. Verani, William F. McGue, Paul M. O'Neil, Paul
G. Bucuvalas, John D. Hughes, Beverly Marcus, and Sheldon N.
Simon and Christopher A. Ray (the fund's portfolio managers) are
officers of the fund as well as of Putnam Management. The address
of Putnam Management and the business address of the directors
and officers of Putnam Management is One Post Office Square,
Boston, Massachusetts 02109.
In addition to its services to the Trust, Putnam Management acts
as investment adviser or subadviser of other publicly owned
investment companies having differing investment objectives. For
the names of such funds having investment objectives similar to
those of the fund and the current rates of Putnam Management's
annual fees as adviser or subadviser of such funds, see Exhibit A
in this Proxy Statement.
Putnam Management is also affiliated with The Putnam Advisory
Company, Inc., which together with its subsidiaries furnishes
investment advice to domestic and foreign institutional clients
and mutual funds. Another affiliate, Putnam Fiduciary Trust
Company, provides investment advice to institutional clients
under its banking and fiduciary powers. The advisory fees
charged by such firms to their institutional clients are
generally at lower rates than those charged the Putnam funds.
The services performed and responsibilities assumed by these
firms for such clients are, however, not as extensive as those
performed or assumed by Putnam Management for the Putnam funds.
Some officers and directors of Putnam Management, including some
who are officers of the fund, serve as officers or directors of
some of these affiliates. Putnam Management may also enter into
other businesses.
All of the officers of the Trust 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, Messrs. George Putnam, Lawrence J. Lasser,
George Putnam, III and A.J.C. Smith, each of whom is a Trustee of
the Trust, and the officers of the Trust will benefit from the
management fees, custodian fees and investor servicing fees paid
or allowed by the Trust.
THE MANAGEMENT CONTRACT. Putnam Management serves as investment
manager of the Trust pursuant to a Management Contract. The
management fee payable under the Contract is described above in
Proposal 1. The fees paid to Putnam Management in the most
recent fiscal year are shown below.
Under the Contract, subject to such policies as the Trustees may
determine, Putnam Management, at its expense, furnishes
continuously an investment program for the fund and makes
investment decisions on behalf of the fund. Subject to the
control of the Trustees, Putnam Management manages, supervises,
and conducts the other affairs and business of the fund,
furnishes office space and equipment, provides bookkeeping and
clerical services (including determination of the fund's net
asset value, but excluding shareholder accounting services) and
places all orders for the purchase and sale of the fund's
portfolio securities. Putnam Management may place fund portfolio
transactions with broker-dealers that furnish Putnam Management,
without cost to it, certain brokerage and research services of
value to Putnam Management and its affiliates in advising the
fund and other clients. In so doing, Putnam Management may cause
the fund to pay greater brokerage commissions than it might
otherwise pay.
The fund also pays, or reimburses Putnam Management for, the
compensation and related expenses of certain officers of the
Trust and their assistants. Currently, the fund reimburses
Putnam Management for a portion of the compensation and related
expenses of certain officers of the Trust who provide certain
administrative services to the fund and the other Putnam funds,
each of which bears an allocated share of the costs. The
aggregate amount of all such payments and reimbursements is
determined annually by the Trustees, and the amount paid by the
fund in the most recent fiscal year is set forth below. Putnam
Management pays all other salaries of officers of the fund. The
fund pays all expenses not assumed by Putnam Management
including, without limitation, auditing, legal, custodial,
investor servicing agent, and shareholder reporting expenses.
The Contract provides that Putnam Management shall not be subject
to any liability to the fund or to any shareholder of the fund
for any act or omission in the course of or connected with
rendering services thereunder in the absence of willful
misfeasance, bad faith, gross negligence, or reckless disregard
of its obligations and duties.
The Contract may be terminated as to any series of the Trust
without penalty upon 30 days' written notice by Putnam
Management, by the Trustees of the Trust, or by the affirmative
vote of the holders of a "majority of the outstanding voting
securities" of such series (as defined in the Investment Company
Act of 1940). It may be amended as to any series of the Trust
only by an affirmative vote of the holders of a majority of the
outstanding voting securities of that series and by a majority of
the Trustees who are not "interested persons" of the Trust or
Putnam Management.
The Contract will terminate automatically as to any series of the
Trust if it is assigned, or unless its continuance is approved at
least annually by either the Trustees or shareholders of such
series and in either case by a majority of the Trustees who are
not "interested persons" of Putnam Management or the Trust.
PAYMENTS TO AN AFFILIATE OF PUTNAM MANAGEMENT. Putnam Fiduciary
Trust Company is the Trust's investor servicing agent and
custodian. The investor servicing fees and custodian fees paid
by the fund to Putnam Fiduciary Trust Company in the Trust's most
recent fiscal year are set forth below.
INFORMATION FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
MANAGEMENT CONTRACT
- --------------------------------------------------------------
The management contract dated October 2, 1987, as thereafter
supplemented with respect to other funds of the Trust, was
initially approved by the sole shareholder of PCM Utilities
Growth and Income Fund on February 27, 1992, and was last
approved by the Trustees on January 5, 1996.
Management fee paid by the fund
to Putnam Management $2,666,363
Reimbursement paid by the fund to Putnam
Management for compensation and related expenses
including employee benefit plan contributions
for the Trust's Executive Vice President
(Charles E. Porter), Senior Vice President
(Patricia C. Flaherty), Clerk (Beverly Marcus),
and their assistants $0
PAYMENTS TO AN AFFILIATE
Investor servicing and custodian fees
paid by the fund to Putnam Fiduciary Trust Company
(after application of credits, if any) $132,454
<PAGE>
EXHIBIT A
MANAGEMENT FEE RATE NAME OF FUND
(BASED ON AVERAGE (NET ASSETS AS OF
ASSETS) MARCH 31, 1996)
- -----------------------------------------------------------------
0.70% of the first Putnam Utilities Growth
$500 million, 0.60% of the and Income Fund
next $500 million, 0.55% ($ )
of the next $500 million,
and 0.50% thereafter
- -----------------------------------------------------------------
0.70% of the first Putnam Health Sciences
$500 million, 0.60% of the Trust
next $500 million, 0.55% ($ )
of the next $500 million,
and 0.50% thereafter
- -----------------------------------------------------------------
0.70% of the first Putnam Natural-Resources
$500 million, 0.60% of the Trust
next $500 million, 0.55% ($ )
of the next $500 million,
and 0.50% thereafter
GENERAL. All of the above fees are payable quarterly, based on
the average net assets of a fund as determined at the close of
each business day during the quarter, at the annual rates shown.
For the Putnam funds, such fees are in addition to the
compensation of Trustees and certain officers and other expenses
borne by each fund, as described in the Proxy Statement under
"The Management Contract."
The compensation payable to Putnam Management is subject to
reduction or reimbursement to the extent that expenses of a fund
in any fiscal year exceed the limits on investment company
expenses imposed by any statute or regulatory authority in any
jurisdiction where shares of the fund are qualified for offer and
sale. The term "expenses" is defined in the statutes and
regulations of such jurisdictions and, generally speaking,
excludes brokerage commissions, taxes, interest and extraordinary
expenses. The only limitation in effect as of the date of this
Proxy Statement is 2.5% of the first $30 million of average net
assets, 2% of the next $70 million and 1.5% of the remaining
average net assets. The fee payable to Putnam Management is also
subject to reduction by the amount of certain possible
commissions, fees, brokerage or similar payments received by
Putnam Mutual Funds, less expenses approved by the Trustees of
the fund in respect of purchases and sales of fund portfolio
investments.
<PAGE>
EXHIBIT B
PUTNAM CAPITAL MANAGER TRUST
MANAGEMENT CONTRACT
This exhibit provides the management contract and the proposed
additions and deletions with respect to PCM Utilities Growth and
Income Fund. The additions are indicated by ((BOLDFACE)) and
deletions are indicated by //italics//.
Management Contract dated as of October 2, 1987, as supplemented
March 2, 1990, as further supplemented February 27, 1992, as
further supplemented July 9, 1993, as further supplemented April
5, 1994, as further supplemented June 2, 1994, as further
supplemented April 7, 1995, //and// as further supplemented July
13, 1995, ((AND AS FURTHER SUPPLEMENTED JULY , 1996,)) between
Putnam Capital Manager Trust, a Massachusetts business trust (the
"Fund"), and PUTNAM INVESTMENT MANAGEMENT, INC., a Massachusetts
corporation (the "Manager").
WITNESSETH:
That in consideration of the mutual covenants herein contained,
it is agreed as follows:
1. SERVICES TO BE RENDERED BY MANAGER TO FUND.
(a) The Manager, at its expense, will furnish continuously an
investment program for the Fund, will determine what investments
shall be purchased, held, sold or exchanged by the Fund and what
portion, if any, of the assets of the Fund shall be held
uninvested and shall, on behalf of the Fund, make changes in the
Fund's investments. Subject always to the control of the
Trustees of the Fund and except for the functions carried out by
the officers and personnel referred to in Section 1(d), the
Manager will also manage, supervise and conduct the other affairs
and business of the Fund and matters incidental thereto. In the
performance of its duties, the Manager will comply with the
provisions of the Agreement and Declaration of Trust and By-Laws
of the Fund and its stated investment objectives, policies and
restrictions, and will use its best efforts to safeguard and
promote the welfare of the Fund and to comply with other policies
which the Trustees may from time to time determine and shall
exercise the same care and diligence expected of the Trustees.
(b) The Manager, at its expense, except as such expense is paid
by the Fund as provided in Section 1(d), will furnish (1) all
necessary investment and management facilities, including
salaries of personnel, required for it to execute its duties
faithfully; (2) suitable office space for the Fund; and (3)
administrative facilities, including bookkeeping, clerical
personnel and equipment necessary for the efficient conduct of
the affairs of the Fund, including determination of the Fund's
net asset value, but excluding shareholder accounting services.
Except as otherwise provided in Section 1(d), the Manager will
pay the compensation, if any, of the officers of the Fund.
(c) The Manager, at its expense, shall place all orders for the
purchase and sale of portfolio investments for the Fund's account
with brokers or dealers selected by the Manager. In the
selection of such brokers or dealers and the placing of such
orders, the Manager shall use its best efforts to obtain for the
Fund the most favorable price and execution available, except to
the extent it may be permitted to pay higher brokerage
commissions for brokerage and research services as described
below. In using its best efforts to obtain for the Fund the most
favorable price and execution available, the Manager, bearing in
mind the Fund's best interests at all times, shall consider all
factors it deems relevant, including by way of illustration,
price, the size of the transaction, the nature of the market for
the security, the amount of the commission, the timing of the
transaction taking into account market prices and trends, the
reputation, experience and financial stability of the broker or
dealer involved and the quality of service rendered by the broker
or dealer in other transactions. Subject to such policies as the
Trustees of the Fund may determine, the Manager shall not be
deemed to have acted unlawfully or to have breached any duty
created by this Contract or otherwise solely by reason of its
having caused the Fund to pay a broker or dealer that provides
brokerage and research services to the Manager an amount of
commission for effecting a portfolio investment transaction in
excess of the amount of commission another broker or dealer would
have charged for effecting that transaction, if the Manager
determines in good faith that such amount of commission was
reasonable in relation to the value of the brokerage and research
services provided by such broker or dealer, viewed in terms of
either that particular transaction or the Manager's overall
responsibilities with respect to the Fund and to other clients of
the Manager as to which the Manager exercises investment
discretion. The Manager agrees that in connection with purchases
or sales of portfolio investments for the Fund's account, neither
the Manager nor any officer, director, employee or agent of the
Manager shall act as a principal or receive any commission other
than as provided in Section 3.
(d) The Fund will pay or reimburse the Manager for (i) the
compensation of the Vice Chairman of the Fund and of persons
assisting him in these offices, as determined from time to time
by the Trustees of the Fund, (ii) the compensation in whole or in
part of such other officers of the Fund and persons assisting
them as may be determined from time to time by the Trustees of
the Fund, and (iii) the cost of suitable office space, utilities,
support services and equipment of the Vice Chairman and persons
assisting him and, as determined from time to time by the
Trustees of the Fund, all or a part of such cost attributable to
the other officers and persons assisting them whose compensation
is paid in whole or in part by the Fund. The Fund will pay the
fees, if any, of the Trustees of the Fund.
(e) The Manager shall pay all expenses incurred in connection
with the organization of the Fund and the initial public offering
and sale of its shares of beneficial interest, provided that upon
the issuance and sale of such shares to the public pursuant to
the offering, and only in such event, the Fund shall become
liable for, and to the extent requested reimburse the Manager
for, registration fees payable to the Securities and Exchange
Commission and for an additional amount not exceeding $125,000 as
its agreed share of such expenses.
(f) The Manager shall not be obligated to pay any expenses of or
for the Fund not expressly assumed by the Manager pursuant to
this Section 1 other than as provided in Section 3.
2. OTHER AGREEMENTS, ETC.
It is understood that any of the shareholders, Trustees, officers
and employees of the Fund may be a shareholder, director, officer
or employee of, or be otherwise interested in, the Manager, and
in any person controlled by or under common control with the
Manager, and that the Manager and any person controlled by or
under common control with the Manager may have an interest in the
Fund. It is also understood that the Manager and any person
controlled by or under common control with the Manager have and
may have advisory, management, service or other contracts with
other organizations and persons, and may have other interests and
business.
3. COMPENSATION TO BE PAID BY THE FUND TO THE MANAGER.
The Fund will pay to the Manager as compensation for the
Manager's services rendered, for the facilities furnished and for
the expenses borne by the Manager pursuant to paragraphs (a),
(b), (c) and (e) of Section 1, a fee, computed and paid quarterly
at the following annual rates applicable to the average net asset
value of each Series of the Fund (a "Series") of:
PCM Asia Pacific Growth Fund:
(a) 0.80% of the first $500 million of average net assets;
(b) 0.70% of the next $500 million;
(c) 0.65% of the next $500 million;
(d) 0.60% of the next $5 billion;
(e) 0.575% of the next $5 billion;
(f) 0.555% of the next $5 billion;
(g) 0.54% of the next $5 billion; and
(h) 0.53% of any excess thereafter.
<PAGE>
((PCM UTILITIES GROWTH & INCOME FUND:
(A) 0.70% OF THE FIRST $500 MILLION OF AVERAGE NET ASSETS;
(B) 0.60% OF THE NEXT $500 MILLION;
(C) 0.55% OF THE NEXT $500 MILLION;
(D) 0.50% OF THE NEXT $5 BILLION;
(E) 0.475% OF THE NEXT $5 BILLION;
(F) 0.455% OF THE NEXT $5 BILLION;
(G) 0.44% OF THE NEXT $5 BILLION; AND
(H) 0.43% OF ANY EXCESS THEREAFTER.))
PCM New Opportunities Fund, PCM Diversified Income Fund, PCM
Global Asset Allocation Fund, PCM High Yield Fund and PCM Voyager
Fund:
(a) 0.70% of the first $500 million of average net assets;
(b) 0.60% of the next $500 million;
(c) 0.55% of the next $500 million; and
(d) 0.50% of any excess over $1.5 billion of such average net
asset value.
PCM Growth and Income Fund:
(a) 0.65% of the first $500 million of average net assets;
(b) 0.55% of the next $500 million;
(c) 0.50% of the next $500 million; and
(d) 0.45% of any excess over $1.5 billion of such average net
asset value.
PCM U.S. Government and High Quality Bond Fund:
(a) 0.65% of the first $500 million of average net assets;
(b) 0.55% of the next $500 million;
(c) 0.50% of the next $500 million;
(d) 0.45% of the next $5 billion;
(e) 0.425% of the next $5 billion;
(f) 0.405% of the next $5 billion;
(g) 0.39% of the next $5 billion; and
(h) 0.38% of any excess thereafter.
PCM Money Market Fund:
(a) 0.45% of the first $500 million of average net assets;
(b) 0.35% of the next $500 million;
(c) 0.30% of the next $500 million; and
(d) 0.25% of any excess over $1.5 billion of such average net
asset value.
PCM Global Growth Fund //and PCM Utilities Growth & Income
Fund//: 0.60%.
<PAGE>
Such fees computed with respect to the net asset value of each
Series shall be paid from the assets of such Series. Such
average net asset value of each Series of the Fund shall be
determined by taking an average of all of the determinations of
such net asset value during such quarter at the close of business
on each business day during such quarter while this Contract is
in effect. Such fee shall be payable for each month within 30
days after the end of such quarter.
The fees payable by the Fund to the Manager pursuant to this
Section 3 with respect to any Series of the Fund shall be reduced
by any commissions, fees, brokerage or similar payments received
by the Manager or any affiliated person of the Manager in
connection with the purchase and sale of portfolio investments of
such Series, less any direct expenses approved by the Trustees
incurred by the Manager or any affiliated person of the Manager
in connection with obtaining such payments.
In the event that expenses of any Series of the Fund for any
fiscal year should exceed the expense limitation on investment
company expenses imposed by any statute or regulatory authority
of any jurisdiction in which shares of that Series are qualified
for offer or sale, the compensation due the Manager for such
fiscal year shall be reduced by the amount of such excess by a
reduction or refund thereof. In the event that the expenses of
any Series of the Fund exceed any expense limitation which the
Manager may, by written notice to the Fund, voluntarily declare
to be effective subject to such terms and conditions as the
Manager may prescribe in such notice, the compensation due the
Manager shall be reduced, and, if necessary, the Manager shall
assume expenses of the Series to the extent required by the terms
and conditions of such expense limitation.
If the Manager shall serve for less than the whole of a month,
the foregoing compensation shall be prorated.
4. ASSIGNMENT TERMINATES THIS CONTRACT; AMENDMENTS OF THIS
CONTRACT.
This Contract shall automatically terminate, without the payment
of any penalty, in the event of its assignment; and this Contract
shall not be amended as to any Series of the Fund unless such
amendment be approved at a meeting by the affirmative vote of a
majority of the outstanding shares of the Series, and by the
vote, cast in person at a meeting called for the purpose of
voting on such approval, of a majority of the Trustees of the
Fund who are not interested persons of the Fund or of the
Manager.
<PAGE>
5. EFFECTIVE PERIOD AND TERMINATION OF THIS CONTRACT.
This Contract shall become effective upon its execution, and
shall remain in full force and effect as to each Series
continuously thereafter (unless terminated automatically as set
forth in Section 4) until terminated as follows:
(a) Either party hereto may at any time terminate this Contract
as to any Series or as to the Fund by not more than sixty days'
nor less than thirty days' written notice delivered or mailed by
registered mail, postage prepaid, to the other party, or
(b) If (i) the Trustees of the Fund or the shareholders by the
affirmative vote of a majority of the outstanding shares of the
Series, and (ii) a majority of the Trustees of the Fund who are
not interested persons of the Fund or of the Manager, by vote
cast in person at a meeting called for the purpose of voting on
such approval, do not specifically approve at least annually the
continuance of this Contract, then this Contract shall
automatically terminate as to such Series at the close of
business on
January 31, 1989 in the case of PCM Global Growth Fund,
//January 31, 1994 in the case of PCM Utilities Growth and
Income Fund,//
January 31, 1995 in the case of PCM Diversified Income Fund,
January 31, 1996 in the case of PCM Global Asset Allocation
Fund, PCM Growth and Income Fund, PCM High Yield Fund, PCM
Money Market Fund, PCM New Opportunities Fund and PCM Voyager
Fund, and
the second anniversary of its execution with respect to any
other Series,
or the expiration of one year from the effective date of the last
such continuance, whichever is later; provided, however, that if
the continuance of this Contract is submitted to the shareholders
of a Series for their approval and such shareholders fail to
approve such continuance of this Contract as provided herein, the
Manager may continue to serve hereunder in a manner consistent
with the Investment Company Act of 1940 and the Rules and
Regulations thereunder.
Action by the Fund under (a) above may be taken either (i) by
vote of a majority of its Trustees, or (ii) by the affirmative
vote of a majority of the outstanding shares of one or more
Series affected.
Termination of this Contract pursuant to this Section 5 will be
without the payment of any penalty.
6. CERTAIN DEFINITIONS
For the purposes of this Contract, the "affirmative vote of a
majority of the outstanding shares" means the affirmative vote,
at a duly called and held meeting of shareholders, (a) of the
holders of 67% or more of the shares of the Fund or the Series,
as the case may be, present (in person or by proxy) and entitled
to vote at such meeting, if the holders of more than 50% of the
outstanding shares of the Fund or the Series, as the case may be,
entitled to vote at such meeting are present in person or by
proxy, or (b) of the holders of more than 50% of the outstanding
shares of the Fund, or the Series, as the case may be, entitled
to vote at such meeting, whichever is less.
For the purposes of this Contract, the terms "affiliated person",
"control", "interested person" and "assignment" shall have their
respective meanings defined in the Investment Company Act of 1940
and the Rules and Regulations thereunder, subject, however, to
such exemptions as may be granted by the Securities and Exchange
Commission under said Act; the term "specifically approve at
least annually" shall be construed in a manner consistent with
the Investment Company Act of 1940 and the Rules and Regulations
thereunder; and the term "brokerage and research services" shall
have the meaning given in the Securities Exchange Act of 1934 and
the Rules and Regulations thereunder.
7. NON-LIABILITY OF MANAGER
In the absence of willful misfeasance, bad faith or gross
negligence on the part of the Manager, or reckless disregard of
its obligations and duties hereunder, the Manager shall not be
subject to any liability to the Fund or to any shareholder of the
Fund, for any act or omission in the course of, or connected
with, rendering services hereunder.
8. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS
A copy of the Agreement and Declaration of Trust of the Fund is
on file with the Secretary of State of The Commonwealth of
Massachusetts, and notice is hereby given that this instrument is
executed on behalf of the Trustees of the Fund as Trustees and
not individually and that the obligations of or arising out of
this instrument are not binding upon any of the Trustees or
shareholders individually but are binding only upon the assets
and property of the Fund.
<PAGE>
IN WITNESS WHEREOF, PUTNAM CAPITAL MANAGER TRUST and PUTNAM
INVESTMENT MANAGEMENT, INC. have each caused this instrument to
be signed in duplicate in its behalf by its President or a Vice
President thereunto duly authorized, all as of the day and year
first above written.
PUTNAM CAPITAL MANAGER TRUST
By: _______________________________
PUTNAM INVESTMENT MANAGEMENT, INC.
By: _______________________________
<PAGE>
PUTNAMINVESTMENTS
THE PUTNAM FUNDS
One Post Office Square
Boston, Massachusetts 02109
Toll-free 1-800-225-1581
<PAGE>
PUTNAMINVESTMENTS
THIS IS YOUR PROXY CARD.
PLEASE VOTE THIS PROXY, SIGN IT BELOW, AND RETURN IT PROMPTLY IN
THE ENVELOPE PROVIDED. YOUR VOTE IS IMPORTANT.
Please fold at perforation before detaching.
- ----------------------------------------------------------------
Proxy for a meeting of shareholders, July 11, 1996, for the PCM
UTILITIES GROWTH AND INCOME FUND OF PUTNAM CAPITAL MANAGER TRUST.
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF THE TRUST.
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 the PCM Utilities Growth and Income Fund of
Putnam Capital Manager Trust on July 11, 1996, at 2:00 p.m.,
Boston time, and at any adjournments thereof, all of the shares
of the fund that the undersigned shareholder would be entitled to
vote if personally present.
PLEASE BE SURE TO SIGN AND DATE THIS PROXY.
If you are signing for a corporation or other entity, please sign
the full legal name and indicate the signer's office.
- -------------------------------- ------------
Shareholder sign here Date
<PAGE>
IF YOU COMPLETE AND SIGN THE PROXY, WE'LL VOTE EXACTLY AS YOU
TELL US. IF YOU SIMPLY SIGN THE PROXY, IT WILL BE VOTED FOR
PROPOSAL 1. THE PROXIES WILL ALSO BE AUTHORIZED TO VOTE UPON
OTHER MATTERS THAT MAY COME BEFORE THE MEETING.
THE TRUSTEES RECOMMEND A VOTE FOR THE PROPOSAL LISTED BELOW:
PLEASE MARK YOUR CHOICES / X / IN BLUE OR BLACK INK.
1. PROPOSAL TO APPROVE
A NEW MANAGEMENT CONTRACT,
INCREASING THE FEES PAYABLE BY THE FUND
TO PUTNAM INVESTMENT MANAGEMENT, INC.
FOR AGAINST ABSTAIN
/ / / / / /
<PAGE>
ITT HARTFORD LIFE INSURANCE COMPANIES
VOTING INSTRUCTIONS FOR THE MEETING OF SHAREHOLDERS, JULY 11,
1996 OF THE PCM UTILITIES GROWTH AND INCOME FUND (THE "FUND") OF
PUTNAM CAPITAL MANAGER TRUST.
This Instruction Card is solicited by ITT Hartford Life Insurance
Companies ("Hartford") from owners of variable annuity contracts
and/or variable life insurance policies issued by Hartford who
have specified that a portion of their investment be allocated to
the fund.
PLEASE FOLD AND DETACH AT PERFORATION.
Return only the Instruction Card below.
FUND: PCM UTILITIES GROWTH AND INCOME FUND CONTRACT:
THE UNDERSIGNED CONTRACT/POLICY OWNER HEREBY INSTRUCTS THAT THE
VOTES ATTRIBUTABLE TO THE UNDERSIGNED'S INTERESTS WITH RESPECT TO
THE FUND BE CAST AS DIRECTED ON THE REVERSE SIDE, AT THE MEETING
OF SHAREHOLDERS OF PCM UTILITIES GROWTH AND INCOME FUND OF PUTNAM
CAPITAL MANAGER TRUST ON JULY 11, 1996, AT 2:00 P.M., BOSTON
TIME, AND AT ANY ADJOURNMENTS THEREOF.
Shareholder sign here Date
Co-owner sign here
HRTFRD
<PAGE>
ITT HARTFORD L IFE INSURANCE COMPANIES
Voting Instructions for the Meeting of Shareholders, July 11,
1996 of the PCM Utilities Growth and Income Fund (the "fund") of
Putnam Capital Manager Trust.
This Instruction Card is solicited by ITT Hartford Life Insurance
Companies ("Hartford") from owners of variable annuity contracts
and/or variable life insurance policies issued by Hartford who
have specified that a portion of their investment be allocated to
the fund.
PLEASE FOLD AND DETACH AT PERFORATION.
RETURN ONLY THE INSTRUCTION CARD BELOW.
THE INTERESTS TO WHICH THIS FORM OF INSTRUCTION RELATES WHEN
PROPERLY EXECUTED WILL BE VOTED BY HARTFORD IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS MADE, THE
VOTES ATTRIBUTABLE TO THIS INSTRUCTION WILL BE VOTED IN FAVOR OF
PROPOSAL 1. INTERESTS FOR WHICH NO INSTRUCTIONS ARE RECEIVED
WILL BE VOTED IN THE SAME RATIO AS VOTES FOR WHICH INSTRUCTIONS
HAVE BEEN RECEIVED BY HARTFORD. THE UNDERSIGNED, BY COMPLETING
THIS FORM, DOES HEREBY AUTHORIZE HARTFORD AND ITS AFFILIATES AND
EMPLOYEES TO EXERCISE THEIR DISCRETION IN VOTING UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
PLEASE MARK YOUR CHOICE / X / IN BLUE OR BLACK INK.
THE TRUSTEES RECOMMEND A VOTE FOR PROPOSAL 1.
FOR AGAINST ABSTAIN
/ / / / / /
1. Proposal to approve
a new management contract,
increasing the fees payable
by the fund to Putnam
Investment Management, Inc.
HRTFRD
<PAGE>
NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY
VOTING INSTRUCTIONS FOR THE MEETING OF SHAREHOLDERS, JULY 11,
1996 OF THE PCM UTILITIES GROWTH AND INCOME FUND (THE "FUND") OF
PUTNAM CAPITAL MANAGER TRUST.
This Instruction Card is solicited by Northwestern National Life
Insurance Company ("NWNL") from owners of variable annuity
policies issued by NWNL who have specified that a portion of
their investment be allocated to the fund.
PLEASE FOLD AND DETACH AT PERFORATION.
RETURN ONLY THE INSTRUCTION CARD BELOW.
FUND: PCM UTILITIES GROWTH AND INCOME FUND CONTRACT:
THE UNDERSIGNED POLICY OWNER HEREBY INSTRUCTS THAT THE VOTES
ATTRIBUTABLE TO THE UNDERSIGNED'S INTERESTS WITH RESPECT TO THE
FUND BE CAST AS DIRECTED ON THE REVERSE SIDE, AT THE MEETING OF
SHAREHOLDERS OF PCM UTILITIES GROWTH AND INCOME FUND OF PUTNAM
CAPITAL MANAGER TRUST ON JULY 11, 1996, AT 2:00 P.M., BOSTON
TIME, AND AT ANY ADJOURNMENTS THEREOF.
Shareholder sign here Date
Co-owner sign here
NWNL
<PAGE>
NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY
Voting Instructions for the Meeting of Shareholders, July 11,
1996 of the PCM Utilities Growth and Income Fund (the "fund") of
Putnam Capital Manager Trust.
This Instruction Card is solicited by Northwestern National Life
Insurance Company ("NWNL") from owners of variable annuity
policies issued by NWNL who have specified that a portion of
their investment be allocated to the fund.
PLEASE FOLD AND DETACH AT PERFORATION.
RETURN ONLY THE INSTRUCTION CARD BELOW.
THE INTERESTS TO WHICH THIS FORM OF INSTRUCTION RELATES WHEN
PROPERLY EXECUTED WILL BE VOTED BY NWNL IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS MADE, THE VOTES
ATTRIBUTABLE TO THIS INSTRUCTION WILL BE VOTED IN FAVOR OF
PROPOSAL 1. INTERESTS FOR WHICH NO INSTRUCTIONS ARE RECEIVED
WILL BE VOTED IN THE SAME RATIO AS VOTES FOR WHICH INSTRUCTIONS
HAVE BEEN RECEIVED BY NWNL. The undersigned, by completing this
form, does hereby authorize NWNL and its affiliates and employees
to exercise their discretion in voting upon such other business
as may properly come before the meeting.
PLEASE MARK YOUR CHOICE / X / IN BLUE OR BLACK INK.
THE TRUSTEES RECOMMEND A VOTE FOR PROPOSAL 1.
FOR AGAINST ABSTAIN
/ / / / / /
1. Proposal to approve
a new management contract,
increasing the fees payable
by the fund to Putnam
Investment Management, Inc.
NWNL
<PAGE>
PARAGON LIFE INSURANCE COMPANY
VOTING INSTRUCTIONS FOR THE MEETING OF SHAREHOLDERS, JULY 11,
1996 OF THE PCM UTILITIES GROWTH AND INCOME FUND (THE "FUND") OF
PUTNAM CAPITAL MANAGER TRUST.
This Instruction Card is solicited by Paragon Life Insurance
Company ("Paragon") from owners of variable annuity policies
issued by Paragon who have specified that a portion of their
investment be allocated to the fund.
PLEASE FOLD AND DETACH AT PERFORATION.
RETURN ONLY THE INSTRUCTION CARD BELOW.
FUND: PCM UTILITIES GROWTH AND INCOME FUND CONTRACT:
THE UNDERSIGNED POLICY OWNER HEREBY INSTRUCTS THAT THE VOTES
ATTRIBUTABLE TO THE UNDERSIGNED'S INTERESTS WITH RESPECT TO THE
FUND BE CAST AS DIRECTED ON THE REVERSE SIDE, AT THE MEETING OF
SHAREHOLDERS OF PCM UTILITIES GROWTH AND INCOME FUND OF PUTNAM
CAPITAL MANAGER TRUST ON JULY 11, 1996, AT 2:00 P.M., BOSTON
TIME, AND AT ANY ADJOURNMENTS THEREOF.
Shareholder sign here Date
Co-owner sign here
PARAGON
<PAGE>
PARAGON LIFE INSURANCE COMPANY
Voting Instructions for the Meeting of Shareholders, July 11,
1996 of the PCM Utilities Growth and Income Fund (the "fund") of
Putnam Capital Manager Trust.
This Instruction Card is solicited by Paragon Life Insurance
Company ("Paragon") from owners of variable annuity policies
issued by Paragon who have specified that a portion of their
investment be allocated to the fund.
PLEASE FOLD AND DETACH AT PERFORATION.
RETURN ONLY THE INSTRUCTION CARD BELOW.
THE INTERESTS TO WHICH THIS FORM OF INSTRUCTION RELATES WHEN
PROPERLY EXECUTED WILL BE VOTED BY PARAGON IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS MADE, THE VOTES
ATTRIBUTABLE TO THIS INSTRUCTION WILL BE VOTED IN FAVOR OF
PROPOSAL 1. INTERESTS FOR WHICH NO INSTRUCTIONS ARE RECEIVED
WILL BE VOTED IN THE SAME RATIO AS VOTES FOR WHICH INSTRUCTIONS
HAVE BEEN RECEIVED BY PARAGON. The undersigned, by completing
this form, does hereby authorize Paragon and its affiliates and
employees to exercise their discretion in voting upon such other
business as may properly come before the meeting.
PLEASE MARK YOUR CHOICE / X / IN BLUE OR BLACK INK.
THE TRUSTEES RECOMMEND A VOTE FOR PROPOSAL 1.
FOR AGAINST ABSTAIN
/ / / / / /
1. Proposal to approve
a new management contract,
increasing the fees payable
by the fund to Putnam
Investment Management, Inc.
PARAGON
