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 Rule 14a-11(c) or
- ---- Rule 14a-12
PUTNAM GLOBAL UTILITIES 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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/ ^/ $125 per Exchange Act Rules 0-11(c)(1)(ii),
- ---- 14a-6(i)(1), or 14a-6(i)(2) or Item 22(a)(2) of
Schedule 14A.
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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.
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(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:
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IMPORTANT INFORMATION
FOR SHAREHOLDERS IN
PUTNAM GLOBAL UTILITIES 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 5.
WHILE INVESTORS SOMETIMES FIND A PROXY STATEMENT INTIMIDATING, WE
ARE, IN FACT, ASKING FOR YOUR VOTE ON JUST ^ TWO MATTERS. SO WE
URGE YOU TO SPEND A COUPLE OF MINUTES WITH THE PROXY STATEMENT,
FILL OUT YOUR PROXY CARD, AND RETURN IT TO US. WHEN SHAREHOLDERS
DON'T RETURN THEIR PROXIES IN SUFFICIENT NUMBERS, WE HAVE TO
INCUR THE EXPENSE OF FOLLOW-UP SOLICITATIONS, WHICH CAN COST YOUR
FUND MONEY.
WE WANT TO KNOW HOW YOU WOULD LIKE TO VOTE AND WELCOME YOUR
COMMENTS. PLEASE TAKE A FEW MOMENTS WITH THESE MATERIALS AND
RETURN YOUR PROXY TO US.
^
BOSTON * LONDON * TOKYO
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TABLE OF CONTENTS
A Message from the Chairman. . . . . . . . . . . . . . . . . . . . . . . .3
Notice of Special Meeting of Shareholders. . . . . . . . . . . . . . . . .4
Trustees' Recommendation . . . . . . . . . . . . . . . . . . . . . . . . .5
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.
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A MESSAGE FROM THE CHAIRMAN
^
Dear Shareholder:
I am writing to you to ask for your vote on an important question
that affects your investment in your fund. While you are, of
course, welcome to join us at your fund's meeting, most
shareholders cast their vote by filling out and signing the
enclosed proxy. We are asking for your vote on these matters:
1. APPROVING A PROPOSAL TO ELIMINATE THE FUND'S FUNDAMENTAL
POLICY REQUIRING IT TO CONCENTRATE AT LEAST 25% OF ITS
ASSETS IN UTILITIES STOCKS.
2. APPROVING A PROPOSAL TO MAKE CURRENT INCOME A SECONDARY,
RATHER THAN A PRIMARY, INVESTMENT OBJECTIVE OF THE FUND.
^ 3. TRANSACTING OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING.
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, their fund may have
to incur the expense of follow-up solicitations. All
shareholders benefit from the speedy return of proxies.
Your vote is important to us. We appreciate the time and
consideration that I am sure you will give this important matter.
If you have questions about the ^ proposals, call 1-800-225-1581.
Sincerely yours,
^
George Putnam, Chairman
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PUTNAM GLOBAL UTILITIES FUND
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
THIS IS THE FORMAL AGENDA FOR YOUR FUND'S SHAREHOLDER MEETING.
IT TELLS YOU WHAT MATTERS WILL BE VOTED ON AND THE TIME AND PLACE
OF THE MEETING, IF YOU CAN ATTEND IN PERSON.
To the Shareholders of Putnam Global Utilities Fund:
A Special Meeting of Shareholders of your fund will be held on
December 28, 1995 at 11:00 a.m., Boston time, on the eighth floor
of One Post Office Square, Boston, Massachusetts, to consider the
following:
1. APPROVING A PROPOSAL TO ELIMINATE THE FUND'S FUNDAMENTAL
POLICY REQUIRING IT TO CONCENTRATE AT LEAST 25% OF ITS
ASSETS IN UTILITIES STOCKS. SEE PAGE 6.
2. APPROVING A PROPOSAL TO MAKE CURRENT INCOME A SECONDARY,
RATHER THAN A PRIMARY, INVESTMENT OBJECTIVE OF THE FUND.
^ 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.
December ^ 7, 1995
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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; 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 GLOBAL
UTILITIES FUND for use at a Special Meeting of Shareholders of
your fund to be held on December 28, 1995, and, if your fund's
meeting is adjourned, at any later meetings, for the purposes
stated in the Notice of Special Meeting of Shareholders (see
previous page).
HOW DO YOUR FUND'S TRUSTEES RECOMMEND THAT SHAREHOLDERS VOTE ON ^
THE PROPOSALS?
The Trustees recommend that you vote
1. FOR APPROVING A PROPOSAL TO ELIMINATE THE FUND'S FUNDAMENTAL
POLICY REQUIRING IT TO CONCENTRATE AT LEAST 25% OF ITS
ASSETS IN UTILITIES STOCKS^; AND
2. FOR APPROVING A PROPOSAL TO MAKE CURRENT INCOME A SECONDARY,
RATHER THAN A PRIMARY, INVESTMENT OBJECTIVE OF THE FUND.
WHO IS ELIGIBLE TO VOTE?
Shareholders of record at the close of business on December 1,
1995, are entitled to be present and to vote at the meeting or
any adjourned meeting. The Notice of Special Meeting of
Shareholders, the proxy, and the Proxy Statement have been mailed
to shareholders of record on or about December ^ 7, 1995.
Each share is entitled to one vote. 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.
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THE PROPOSAL
^ ELIMINATING THE FUNDAMENTAL POLICY ON CONCENTRATION IN
UTILITIES STOCKS AND MAKING CURRENT INCOME A SECONDARY
INVESTMENT OBJECTIVE
The Trustees recommend that shareholders approve the elimination
of the fund's fundamental investment policy regarding
concentration in utilities stocks and approve making current
income a secondary, rather than a primary, investment objective
of the fund. The current policy requires the fund to invest at
least 25% of its assets in equity securities of companies
principally engaged in the utilities industries. The elimination
of the policy and reforms of the investment objective will permit
the fund to seek its investment objectives of capital growth and,
to a lesser extent, current income by diversifying its
investments in a broader range of industries. If the proposal is
approved by shareholders, the fund will be renamed as Putnam
Global Growth and Income Fund.
WHY IS THE CHANGE BEING PROPOSED?
Putnam Investment Management, Inc., the fund's manager ("Putnam
Management") has recommended the proposed change to the Trustees
because it believes that the increased investment flexibility
will assist the fund in achieving its investment objectives.
Under the fund's current non-fundamental investment policies, the
fund normally seeks its objectives by both (i) investing at least
65% of its assets in utilities stocks, and (ii) investing in at
least three different countries, one of which may be the United
States. The fund's overall global investment strategy presents
special investment risks and opportunities. In light of this,
Putnam Management believes the policy of concentrating the fund's
investments in utilities industries is too restrictive and
potentially exposes the fund to sector risks that are not
justified by the potential returns that might be gained under
such a policy.
ARE THERE ANY CHANGES IN RISK ASSOCIATED WITH THE PROPOSED
CHANGE?
Yes. Since the fund's investments will no longer be concentrated
in the utilities industries, the value of its shares will no
longer be especially affected by factors affecting those
industries in particular. ^ In recent years utility stocks, as a
group ^, have been less volatile than the broader market, but
have also produced substantially lower total returns.
Other risks associated with an investment in the fund, including
the risks associated with foreign investments, are not expected
to change significantly.
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WHAT WILL THE FUND'S INVESTMENTS BE AFTER THE PROPOSED CHANGE?
The fund will ^ invest primarily in common stocks that offer
potential for capital growth, and may, consistent with its
investment objectives, invest in stocks that offer the potential
for current income^. The fund may also purchase corporate bonds,
notes and debentures, preferred stocks, or convertible securities
(both debt securities and preferred stocks) or U.S. or foreign
government securities, if Putnam Management determines that their
purchase would help further the fund's investment objectives.
The types of securities held by the fund may vary from time to
time in light of the fund's investment objectives, changes in
interest rates, and economic and other factors. When selecting
portfolio securities for the fund that have the potential for
capital growth, Putnam Management will seek to identify
securities that are significantly undervalued in relation to
underlying asset values or earnings potential. The fund may also
hold a portion of its assets in cash or high-quality money market
instruments.
Under normal circumstances the fund will invest ^ in at least
three different countries^ and will normally invest at least 30%,
but not more than 70%, of its total assets in securities of
companies whose principal place of business is in the United
States. ^ Subject to the foregoing, the fund may invest ^, as it
may currently, in securities ^ of issuers in emerging market
countries, as well as in securities of issuers in more developed
countries.
The fund may continue to ^ engage in a variety of ^ other
strategies, including foreign currency exchange transactions,
options, futures contracts, ^ forward contracts, repurchase
agreements and portfolio securities lending.
WHAT PERCENTAGE OF SHAREHOLDERS' VOTES IS REQUIRED TO PASS THE ^
PROPOSALS?
Approval of ^ each proposal 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 fund's outstanding shares are present at the meeting in
person or by proxy.
If shareholders do not approve the ^ proposals, its investment
objective and the fundamental policy with respect to
concentration in utilities stocks will remain unchanged.
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FURTHER INFORMATION ABOUT VOTING AND THE SHAREHOLDER MEETING
QUORUM AND METHODS OF TABULATION. Thirty percent of the shares
entitled to vote -- present in person or represented by proxy --
constitutes a quorum for the transaction of business with respect
to any proposal at the meeting (unless otherwise noted in the
proxy statement). Shares represented by proxies that reflect
abstentions and "broker non-votes" (i.e., shares held by brokers
or nominees as to which (i) instructions have not been received
from the beneficial owners or the persons entitled to vote and
(ii) the broker or nominee does not have the discretionary voting
power on a particular matter) will be counted as shares that are
present and entitled to vote on the matter for purposes of
determining the presence of a quorum. Votes cast by proxy or in
person at the meeting will be counted by persons appointed by
your fund as tellers for the meeting.
The tellers will count the total number of votes cast "for"
approval of ^ each proposal for purposes of determining whether
sufficient affirmative votes have been cast. Abstentions and
broker non-votes have the effect of a negative vote on ^ each
proposal.
As of November 7, 1995, Putnam Investments, Inc., One Post Office
Square, Boston, MA 02109 owned 176,471 shares of the fund,
representing 96% of the fund's shares, with sole voting power and
investment power with respect to such shares.
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 your fund and employees of Putnam Management,
Putnam Fiduciary Trust Company, and Putnam Mutual Funds may
solicit proxies in person or by telephone. Your fund may also
arrange to have votes recorded by telephone. The telephone
voting procedure is designed to authenticate shareholders'
identities, to allow shareholders to authorize the voting of
their shares in accordance with their instructions and to confirm
that their instructions have been properly recorded. Your fund
has been advised by counsel that these procedures are consistent
with the requirements of applicable law. If these procedures
were subject to a successful legal challenge, such votes would
not be counted at the meeting. No fund is aware of any such
challenge at this time. Shareholders would be called at the
phone number Putnam Investments has in its records for their
accounts, and would be asked for their Social Security number or
other identifying information. The shareholders would then be
given an opportunity to authorize proxies to vote their shares at
the meeting in accordance with their instructions. To ensure
that the shareholders' instructions have been recorded correctly,
they will also receive a confirmation of their instructions in
the mail. A special toll-free number will be available in case
the information contained in the confirmation is incorrect.
Your fund's Trustees have adopted a general policy of maintaining
confidentiality in the voting of proxies. Consistent with this
policy, your fund may solicit proxies from shareholders who have
not voted their shares or who have abstained from voting.
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 Putnam funds, by
properly executing a later-dated proxy or by attending the
meeting and voting in person.
DATE FOR RECEIPT OF SHAREHOLDERS' PROPOSALS FOR SUBSEQUENT
MEETINGS OF SHAREHOLDERS. Your fund's Agreement and Declaration
of Trust does not provide for annual meetings of shareholders,
and your fund does not currently intend to hold such a meeting in
1996. Shareholder proposals for inclusion in the proxy statement
for any subsequent meeting must be received by your fund within a
reasonable period of time prior to any such meeting.
ADJOURNMENT. If sufficient votes in favor of any of the
proposals for any fund 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. YOUR FUND WILL FURNISH, WITHOUT CHARGE,
TO ANY OF ITS SHAREHOLDERS UPON REQUEST A COPY OF ITS 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, 1-800-225-1581.
PUTNAMINVESTMENTS
THE PUTNAM FUNDS
One Post Office Square
Boston, Massachusetts 02109
Toll-free 1-800-225-1581
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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.
Proxy for a special meeting of shareholders, December 28, 1995,
for PUTNAM GLOBAL UTILITIES FUND.
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF THE FUND.
The undersigned shareholder hereby appoints George Putnam, Hans
H. Estin, and Robert E. Patterson, and each of them separately,
proxies, with power of substitution, and hereby authorizes them
to represent and to vote, as designated below, at the special
meeting of shareholders of Putnam Global Utilities Fund on
December 28, 1995, at 11:00 a.m., Boston time, and at any
adjournments thereof, all of the shares of the fund that the
undersigned shareholder would be entitled to vote if personally
present.
IF YOU COMPLETE AND SIGN THE PROXY, WE'LL VOTE IT EXACTLY AS YOU
TELL US. IF YOU SIMPLY SIGN THE PROXY, IT WILL BE VOTED FOR
PROPOSAL 1 AND 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 THE ^ PROPOSALS LISTED BELOW:
PLEASE MARK YOUR CHOICE / X / IN BLUE OR BLACK INK.
1. PROPOSAL TO ELIMINATE THE FUND'S FUNDAMENTAL POLICY
REQUIRING IT TO CONCENTRATE AT LEAST 25% OF ITS ASSETS IN
UTILITIES STOCKS.
FOR AGAINST ABSTAIN
/ / / / / /
2. PROPOSAL TO MAKE CURRENT INCOME A SECONDARY, RATHER THAN A
PRIMARY, INVESTMENT OBJECTIVE OF THE FUND.
FOR AGAINST ABSTAIN
/ / / / / /
NOTE: If you have questions on any of the proposals, please call
1-800-225-1581.
PLEASE BE SURE TO SIGN AND DATE THIS PROXY.
Please sign your name exactly as it appears on this card. If you
are a joint owner, each of you should sign. When signing as an
executor, administrator, attorney, trustee or guardian, or as
custodian for a minor, please give your full title as such. If
you are signing for a corporation, please sign the full corporate
name and indicate the signer's office. If you are a partner,
sign in the partnership name.
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Shareholder sign here Date
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Co-owner sign here Date
