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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/ / Preliminary Proxy Statement
- ----
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/ / Preliminary Additional Materials
- ----
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/ X / 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 DIVIDEND INCOME FUND
(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 SHAREHOLDERS IN
PUTNAM DIVIDEND INCOME 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 PAGE 3.
WHILE INVESTORS SOMETIMES FIND A PROXY STATEMENT INTIMIDATING, WE
ARE, IN FACT, ASKING FOR YOUR VOTE ON JUST A FEW MATTERS. SO WE
URGE YOU TO SPEND A FEW MINUTES WITH THE PROXY STATEMENT, FILL
OUT YOUR PROXY CARD, AND RETURN IT TO US. WHEN SHAREHOLDERS
DON'T RETURN THEIR PROXIES IN SUFFICIENT NUMBERS, WE HAVE TO
INCUR THE EXPENSE OF FOLLOW-UP SOLICITATIONS, WHICH CAN COST YOUR
FUND MONEY.
WE WANT TO KNOW HOW YOU WOULD LIKE TO VOTE AND WELCOME YOUR
COMMENTS. PLEASE TAKE A FEW MOMENTS WITH THESE MATERIALS AND
RETURN YOUR PROXY TO US.
(PUTNAM LOGO APPEARS HERE)
BOSTON * LONDON * TOKYO
<PAGE>
TABLE OF CONTENTS
A Message from the Chairman. . . . . . . . . . . . . . . . . . . . . . . .1
Notice of Shareholder Meeting. . . . . . . . . . . . . . . . . . . . . . .2
Trustees' Recommendations. . . . . . . . . . . . . . . . . . . . . . . . .3
PROXY CARD ENCLOSED
If you have any questions, please contact us at the special toll-
free number we have set up for you (1-800-225-1581) or call your
financial adviser.
<PAGE>
A MESSAGE FROM THE CHAIRMAN
(Photograph of George Putnam appears here)
Dear Shareholder:
I am writing to you to ask for your vote on important questions
that affect your investment in Putnam Dividend Income Fund.
While you are, of course, welcome to join us at the fund's
meeting, most shareholders cast their vote by filling out and
signing the enclosed proxy. We are asking for your vote on these
matters:
1. ELECTING TRUSTEES TO OVERSEE PUTNAM DIVIDEND INCOME FUND;
AND
2. RATIFYING THE SELECTION BY THE TRUSTEES OF COOPERS & LYBRAND
L.L.P. AS INDEPENDENT AUDITORS OF THE FUND FOR ITS CURRENT
FISCAL YEAR.
Although we would like very much to have each shareholder attend
the 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 don't return their proxies, the 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, call 1-800-225-1581.
Sincerely yours,
(signature of George Putnam)
George Putnam, Chairman
<PAGE>
PUTNAM DIVIDEND 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 Putnam Dividend Income Fund:
A Meeting of Shareholders of Putnam Dividend Income Fund will be
held on June 1, 1995 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 4.
2. RATIFYING THE SELECTION OF COOPERS & LYBRAND L.L.P. AS
AUDITORS FOR THE FUND FOR THE CURRENT FISCAL YEAR. SEE PAGE
20.
3. 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 PROXY IN THE POSTAGE-PAID ENVELOPE
PROVIDED SO YOU WILL BE REPRESENTED AT THE
MEETING.
April 24, 1995
<PAGE>
PROXY STATEMENT
THIS DOCUMENT WILL GIVE YOU THE INFORMATION YOU NEED TO VOTE ON
THE MATTERS LISTED ON THE PREVIOUS PAGE. MUCH OF THE INFORMATION
IN THE PROXY STATEMENT IS REQUIRED UNDER RULES OF THE SECURITIES
AND EXCHANGE COMMISSION (SEC); SOME OF IT IS TECHNICAL. IF THERE
IS ANYTHING YOU DON'T UNDERSTAND, PLEASE CONTACT US AT OUR
SPECIAL TOLL-FREE NUMBER, 1-800-225-1581, OR CALL YOUR FINANCIAL
ADVISER.
WHO IS ASKING FOR MY VOTE?
THE ENCLOSED PROXY IS SOLICITED BY THE TRUSTEES OF PUTNAM
DIVIDEND INCOME FUND for use at the Meeting of Shareholders to be
held on June 1, 1995, 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
THESE PROPOSALS?
The Trustees recommend that you vote
1. FOR the election of all nominees; and
2. FOR selecting Coopers & Lybrand L.L.P. as independent
auditors for the fund.
WHO IS ELIGIBLE TO VOTE?
Shareholders of record at the close of business on March 3, 1995,
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 April 24, 1995.
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.<PAGE>
THE PROPOSALS
I. ELECTION OF TRUSTEES
WHO ARE THE NOMINEES FOR TRUSTEES?
The nominees for election as Trustees are described below. Each
nominee is currently a Trustee of the fund and of the other
Putnam funds, except for Dr. Shapiro who does not currently serve
as a Trustee of Putnam Money Market Fund.
All nominees have been recommended by the nominating committee of
the Trustees, which consists solely of Trustees who are not
"interested persons" (as defined in the Investment Company Act of
1940) of the fund or of Putnam Investment Management, Inc. the
fund's investment manager ("Putnam Management").
NOMINEES FOR TRUSTEES
JAMESON ADKINS BAXTER
[INSERT PICTURE]
Ms. Baxter, age 51, 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, a Fortune 500 printing company, Avondale Federal
Savings Bank, a savings and loan company, and ASHTA Chemicals,
Inc., a basic chemicals producer. 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 a Member of the Board of Governors of Good Shepherd Hospital.
She is also active in various professional and civic
organizations, including the Financial Women's Association of New
York. Ms. Baxter is a graduate of Mount Holyoke College.
NOMINEES FOR TRUSTEES
HANS H. ESTIN
[INSERT PICTURE]
Mr. Estin, age 66, 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 53, 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, Enterra Corporation, an oil
field service company, various private companies controlled by
First Reserve Corporation, and various First Reserve Funds. 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.
ELIZABETH T. KENNAN
[INSERT PICTURE]
Ms. Kennan, age 57, has been the President of Mount Holyoke
College since 1978. 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, a
women's clothing retailer. 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 52, is the Vice President of the 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 50, 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.
NOMINEES FOR TRUSTEES
DONALD S. PERKINS
[INSERT PICTURE]
Mr. Perkins, age 67, 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 American Telephone & Telegraph Company, AON Corp., an
insurance company, Cummins Engine Company, Inc., an engine and
power generator equipment manufacturer and assembler, Illinova
and Illinois Power Co., Inland Steel Industries, Inc., Kmart
Corporation, a major department store company where he also
serves as Chairman of the Board, LaSalle Street Fund, Inc., a
real estate investment trust, and Time Warner, Inc., the nation's
largest media conglomerate. He previously served as a director
of several other major public corporations, including Corning
Glass Works, Eastman Kodak Company and Firestone Tire & Rubber
Company.
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 66, is the Vice Chairman of the 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., M/A-COM, 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 Member
of The American Academy of Arts and Sciences. He previously
served as a director of Fisher-Price, Inc., a major toy
manufacturer and General Mills, Inc., a major manufacturer and
distributor of food products. Dr. Pounds is a graduate of
Carnegie Mellon University.
GEORGE PUTNAM*
[INSERT PICTURE]
Mr. Putnam, age 68, is the Chairman and President of the 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., a mining and natural resources company, General
Mills, Inc., a major manufacturer of food products, 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
in Boston; an Overseer of Northeastern University; and a Member
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 43, 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 & Rhodes.
Mr. Putnam currently also serves as a Director of The World
Environment Center and 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 78, 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 of the
National Bureau of Economic Research and also provided economic
and financial consulting services to various clients.
Dr. Shapiro currently serves as a Director of Nomura Dividend
Income Fund, Inc., a privately-held registered investment company
managed by Putnam Management. He is also a past Director of many
companies, including 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 1990).
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 60, 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 62, 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 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 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
managed 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 "interested persons" (as defined in the
Investment Company Act of 1940) of the 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 the
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 the fund, Putnam Management, and Putnam Mutual
Funds. Mr. Perkins may be deemed to be an "interested
person" of the fund because of his service as a Director of
certain publicly-held companies which include registered
broker-dealer firms among their 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.
<PAGE>
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, all the nominees were elected by the shareholders in
July, 1994. Dr. Shapiro was elected by the other Trustees in
April, 1995. As indicated above, Dr. Shapiro also previously
served as a Trustee of the Putnam funds from 1984 to 1990. The
13 nominees for election as Trustees at the shareholder meeting
who receive the greatest number of votes will be elected
Trustees. 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 vote to fix the number of Trustees at less than
13.
WHAT ARE THE TRUSTEES' RESPONSIBILITIES?
The fund's Trustees are responsible for the general oversight of
the fund's business and for assuring that the fund is managed in
the best interests of its shareholders. The Trustees
periodically review the fund's investment performance as well as
the quality of other services provided to the 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 the fund's operating expenses. In carrying out these
responsibilities, the Trustees are assisted by an independent
administrative staff and by the fund's auditors and legal
counsel, which are selected by the Trustees and are independent
of Putnam Management and its affiliates.
DO THE TRUSTEES HAVE A STAKE IN THE 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 80 Putnam funds
based on their own investment needs. The Trustees' aggregate
investments in the Putnam funds total over $36 million. The
table below lists each Trustee's aggregate investments in the
fund and in the Putnam funds as a group.
<PAGE>
SHARE OWNERSHIP BY TRUSTEES
YEAR FIRST NUMBER OF
ELECTED AS NUMBER OF SHARES OF
TRUSTEE SHARES OF THE ALL PUTNAM
OF THE PUTNAM FUND OWNED FUNDS OWNED
TRUSTEES FUNDS AS OF 2/15/95* AS OF 2/15/95**
- ----------------------------------------------------------------------------
Jameson Adkins Baxter 1994 100 12,462
Hans H. Estin 1972 153 27,348
John A. Hill 1985 100 89,038
Elizabeth T. Kennan 1992 100+ 15,088
Lawrence J. Lasser 1992 100 185,717
Robert E. Patterson 1984 300 58,675
Donald S. Perkins 1982 1,327 206,081
William F. Pounds 1971 500 380,675
George Putnam 1957 1,543 1,301,149
George Putnam, III 1984 300 67,262
Eli Shapiro 1995++ ----- 82,119
A.J.C. Smith 1986 200 31,756
W. Nicholas Thorndike 1992 139 66,385
- ----------------------------------------------------------------------------
* As of February 15, 1995, the Trustees and officers of the fund owned a
total of 4,862 shares of the fund, comprising less than 1% of the
outstanding shares of the fund on that date. With respect to all of
these shares, the Trustees and officers individually have sole
investment power and sole voting power.
** These holdings do not include shares of Putnam money market funds.
+ In addition, Mrs. Kennan's son owns 125 shares of the fund.
++ Dr. Shapiro previously served as a Trustee of the Putnam funds from 1984
to 1990.
<PAGE>
WHAT ARE SOME OF THE WAYS IN WHICH THE TRUSTEES REPRESENT
SHAREHOLDER INTERESTS?
The Trustees believe that, as substantial investors in the Putnam
funds, their interests are closely aligned with those of
individual shareholders. Among other ways, the Trustees seek to
represent shareholder interests:
by carefully reviewing each fund's investment
performance on an individual basis with the 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
or service 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 the 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 Services Committee, which
reviews the quality of services provided by the 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 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
1994, 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. This ensures 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?
The fund pays each Trustee a fee for his or her services. Each
Trustee also receives fees for serving as Trustee of 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
the fund and by all of the Putnam funds are shown below:
<PAGE>
COMPENSATION TABLE
TOTAL
AGGREGATE RETIREMENT BENEFITS COMPENSATION
COMPENSATION ACCRUED AS PART OF FROM ALL
TRUSTEES FROM THE FUND* FUND'S EXPENSES PUTNAM FUNDS**
- -------- ------------ ------------------- --------------
Ms. Baxter $ 488+ $0 $135,850
Mr. Estin 1,144 0 141,850
Mr. Hill 1,163 0 143,850
Ms. Kennan 1,144 0 141,850
Mr. Lasser 1,144 0 141,850
Mr. Patterson 1,157 0 144,850
Mr. Perkins 1,133 0 139,850
Dr. Pounds 1,158 0 143,850
Mr. G. Putnam 1,144 0 141,850
Mr. G. Putnam, III 1,144 0 141,850
Dr. Shapiro++ N/A 0 N/A
Mr. Smith 1,121 0 137,850
Mr. Thorndike 1,164 0 144,850
- -------------------------------------------------------------------------------
* Reflects amounts paid by the fund for its fiscal year ended June 30, 1994.
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, 1994, there were 86 funds in the Putnam family.
+ Elected to Board in January, 1994.
++ Elected to Board in April, 1995. For the calendar year ended December 31,
1994, Dr. Shapiro received $38,577 in retirement benefits from the
Putnam funds in respect of his prior service as a Trustee, which
benefits terminated at the end of that year.<PAGE>
The 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 the
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 of the fund will receive
similar benefits upon their retirement. A Trustee who retired in
the most recent calendar year and was eligible to receive benefits
under these Guidelines would have received an annual benefit of
$60,425, based upon the aggregate retainer fees paid by the Putnam
funds for such year. The Trustees of the fund 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 the fund, including further
information about its Trustees and officers, please see "Further
information about the fund," on page 23.
PUTNAM INVESTMENTS
Putnam Investment Management, Inc. and its affiliate, Putnam
Fiduciary Trust Company, the 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 auditors of the fund for the current fiscal year. One
of 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.
FURTHER INFORMATION ABOUT VOTING AND THE SHAREHOLDER MEETING
QUORUM AND METHODS OF TABULATION. A majority of the shares entitled
to vote -- present in person or represented by proxy -- constitutes
a quorum for the transaction of business with respect to any
proposal at the meeting (unless otherwise noted in the proxy
statement). Shares represented by proxies that reflect abstentions
and "broker non-votes" (i.e., shares held by brokers or nominees as
to which (i) instructions have not been received from the beneficial
owners or the persons entitled to vote and (ii) the broker or
nominee does not have the discretionary voting power on a particular
matter) will be counted as shares that are present and entitled to
vote on the matter for purposes of determining the presence of a
quorum. Votes cast by proxy or in person at the meeting will be
counted by persons appointed by the 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.
SOLICITATION OF PROXIES. In addition to soliciting proxies by mail,
Trustees of the fund and employees of Putnam Management, Putnam
Fiduciary Trust Company, and Putnam Mutual Funds may solicit proxies
in person or by telephone. The 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. The 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. The 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.
The fund's Trustees have adopted a general policy of maintaining
confidentiality in the voting of proxies. Consistent with this
policy, the fund may solicit proxies from shareholders who have not
voted their shares or 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. The fund has retained at its expense Management
Information Services Corp, 61 Accord Park Drive, Norwell,
Massachusetts 02061, to aid in the solicitation instructions for
nominee accounts, for a fee not to exceed $2,500 plus reasonable
out-of-pocket expenses.
REVOCATION OF PROXIES. Proxies, including proxies given by
telephone, may be revoked at any time before they are voted by a
written revocation received by the Clerk of the fund, by properly
executing a later-dated proxy or by attending the meeting and voting
in person.
DATE FOR RECEIPT OF SHAREHOLDERS' PROPOSALS FOR THE NEXT ANNUAL
MEETING. It is anticipated that the fund's next annual meeting of
shareholders will be held in June 1996. Shareholder proposals to be
included in the fund's proxy statement for the next annual meeting
must be received by the fund before December 27, 1995.
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 any such adjournment those
proxies 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 FUND WILL FURNISH, WITHOUT CHARGE, TO
ANY SHAREHOLDER 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 THE FUND
LIMITATION OF TRUSTEE LIABILITY. The Agreement and Declaration of
Trust of the fund provides that the fund will indemnify its Trustees
and officers against liabilities and expenses incurred in connection
with litigation in which they may be involved because of their
offices with the fund, except if it is determined in the manner
specified in the Agreement and Declaration of Trust that they have
not acted in good faith in the reasonable belief that their actions
were in the best interests of the fund or that such indemnification
would relieve any officer or Trustee of any liability to the fund or
its shareholders arising by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of his or her duties.
The fund, at its expense, provides liability insurance for the
benefit of its Trustees and officers.
AUDIT AND NOMINATING COMMITTEES. The voting members of the Audit
Committee of the fund include only Trustees who are not "interested
persons" of the fund by reason of any affiliation which Putnam
Investments and its affiliates. The Audit Committee currently
consists of Messrs. Estin (Chairman), Perkins, Putnam, III (without
vote), Smith (without vote), and Mrs. Kennan. The Nominating
Committee consists only of Trustees who are not "interested persons"
of the fund or Putnam Management. The Nominating Committee
currently consists of Dr. Pounds and Mrs. Kennan (Co-chairpersons),
Mrs. Baxter, and Messrs. Estin, Hill, Patterson, and Thorndike.
<PAGE>
OFFICERS AND OTHER INFORMATION. In addition to George Putnam and Lawrence J.\
Lasser, the officers of the fund are as follows:
YEAR FIRST
ELECTED TO
NAME (AGE) OFFICE OFFICE
- ---------- ------ -----------
Charles E. Porter (56) Executive Vice President 1989
Patricia C. Flaherty (48) Senior Vice President 1993
Gordon H. Silver (47) Vice President 1990
Peter Carman (53) Vice President 1994
Brett C. Browchuk (32) Vice President 1994
Thomas V. Reilly (48) Vice President 1993
Jeanne L. Mockard* (31) Vice President 1993
William N. Shiebler** (53) Vice President 1991
John R. Verani (55) Vice President 1990
Paul M. O'Neil (41) Vice President 1992
John D. Hughes (60) Vice President & Treasurer 1989
Beverly Marcus (50) Clerk 1989
- ------------------------------------------------------------------------------
* The fund's portfolio manager
** President of Putnam Mutual Funds
All of the officers of the fund are employees of Putnam Management or its
affiliates. Because of their positions with Putnam Management or its
affiliates or their ownership of stock of Marsh & McLennan Companies, Inc.,
the parent corporation of Putnam Management, Messrs. Putnam, George Putnam,
III, Lasser and Smith (nominees for Trustees of the fund), as well as the
officers of the fund, will benefit from the management fees, custodian fees,
and investor servicing fees paid or allowed by the fund.
<PAGE>
ASSETS OF THE FUND
SHARES OUTSTANDING
Net assets of the fund as of February 15, 1995 $110,762,983
Common shares of the fund
outstanding and authorized
to vote as of February 17, 1995 10,821,255 shares
Persons beneficially owning
more than 5% of the fund's Common
shares as of February 28, 1995 NONE
<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, June 1, 1995, for PUTNAM
DIVIDEND INCOME FUND.
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF THE FUND.
The undersigned shareholder hereby appoints George Putnam, Hans H.
Estin, and William F. Pounds, 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 Dividend Income Fund on June 1, 1995, 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.
Please sign your name exactly as it appears on this card. If you
are a joint owner, each of you 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 the
partnership name.
- --------------------------------------------------------------------
Shareholder sign here Date
- --------------------------------------------------------------------
Co-owner sign here
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
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 PROPOSAL 2.
THE PROXIES WILL ALSO BE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS
THAT MAY COME BEFORE THE MEETING.
THE TRUSTEES RECOMMEND A VOTE FOR ELECTING ALL OF THE NOMINEES
FOR TRUSTEES AND FOR THE PROPOSAL 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, 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, W.N. Thorndike.
/ / FOR electing all the nominees
(EXCEPT AS MARKED TO THE CONTRARY BELOW.)
TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE
NOMINEES, WRITE THOSE NOMINEES' NAMES BELOW:
-------------------------------------------------------------
/ / WITHHOLD authority to vote for all nominees
2. PROPOSAL TO RATIFY FOR AGAINST ABSTAIN
THE SELECTION OF / / / / / /
COOPERS & LYBRAND L.L.P.
AS AUDITORS.
NOTE: If you have questions on any of the proposals, please call
1-800-225-1581.
