As filed with the Securities and Exchange Commission on
July 26, 1999
Registration No.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM N-14
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
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Pre-Effective Amendment No. [ ]
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Post-Effective Amendment No. 1 [X]
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(Check appropriate box or boxes)
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PUTNAM FUNDS TRUST
(Exact Name of Registrant as Specified in Charter)
One Post Office Square, Boston, Massachusetts 02109
(Address of Principal Executive Offices)
617-292-1000
(Area Code and Telephone Number)
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JOHN R. VERANI, Vice President
PUTNAM FUNDS TRUST
One Post Office Square
Boston, Massachusetts 02109
(Name and address of Agent for Service)
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Copy to:
JOHN W. GERSTMAYR, Esquire
ROPES & GRAY
One International Place
Boston, Massachusetts 02110
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This Amendment is being filed solely for the purpose of adding the enclosed
exhibits to the Registration Statement.
<PAGE>
Signatures
Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boston and The
Commonwealth of Massachusetts on July 26, 1999.
PUTNAM FUNDS TRUST
By: Gordon H. Silver, Vice President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement on Form N-14 has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title
<S> <C>
*
George Putnam President and Chairman of the Trustees;
Principal Executive Officer; Trustee
*
John A. Hill Vice Chairman and Trustee
*
William F. Pounds Vice Chairman and Trustee
*
John D. Hughes Principal Financial Officer; Senior Vice
President; Treasurer
*
Paul G. Bucuvalas Principal Accounting Officer; Assistant
Treasurer
*
Jameson A. Baxter Trustee
Hans H. Estin Trustee
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<PAGE>
*
Ronald J. Jackson Trustee
*
Paul L. Joskow Trustee
*
Elizabeth T. Kennan Trustee
*
Lawrence J. Lasser Trustee
John H. Mullin, III Trustee
Robert E. Patterson Trustee
*
George Putnam, III Trustee
A.J.C. Smith Trustee
W. Thomas Stephens Trustee
*
W. Nicholas Thorndike Trustee
*By: Gordon H. Silver, as
Attorney-in-Fact
July 26, 1999
</TABLE>
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<PAGE>
Exhibit Index
11. Opinion of Ropes & Gray, including consent -- Exhibit 1.
12. Opinion of Ropes & Gray as to Tax Matters, including consent
-- Exhibit 2.
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July 12, 1999
Putnam High Yield Total Return Fund
One Post Office Square
Boston, Massachusetts 02109
Putnam High Yield Trust II
One Post Office Square
Boston, Massachusetts 02109
Ladies and Gentlemen:
We have acted as counsel in connection with the acquisition (the
"Acquisition") by Putnam Funds Trust, a Massachusetts business trust, on behalf
of its Putnam High Yield Trust II series ("High Yield Trust II") of all of the
properties and assets, and the assumption by it of all of the liabilities of,
Putnam High Yield Total Return Fund, a series of Putnam Funds Trust (the "Total
Return Fund"), pursuant to an Agreement and Plan of Reorganization (the
"Agreement") dated as of March 17, 1999 by Putnam Funds Trust on behalf of High
Yield Trust II and Putnam Funds Trust on behalf of the Total Return Fund. This
opinion is furnished to you pursuant to Sections 8(f) and 9(f) of the Agreement.
Unless otherwise defined herein, capitalized terms used herein have the meanings
provided in the Agreement.
We have today attended the closing of the Acquisition. We have examined
conformed copies of the Registration Statement of Putnam Funds Trust for High
Yield Trust II on Form N-14, as amended, and all exhibits thereto (the
"Registration Statement"), as filed with the Securities and Exchange Commission
(the "Commission"); a copy of each of the Prospectus/Proxy Statement (the
"Prospectus/Proxy Statement") and the Statement of Additional Information
relating to the Acquisition, dated April 12, 1999, each as filed with the
Commission pursuant to Rule 497 under the Securities Act of 1933, as amended
(the "1933 Act"); copies of the Prospectus and the Statement of Additional
Information of High Yield Trust II, dated December 30, 1998 (the "High Yield
Trust II Prospectus and Statement of Additional Information"), as filed with the
Commission pursuant to Rule 497 under the 1933 Act; copies of the Prospectus and
Statement of Additional Information of the Total Return Fund dated October 30,
1998, as filed with the Commission pursuant to Rule 497 under the 1933 Act; and
an executed copy of the Agreement. We have also examined and relied upon the
originals or copies of minutes of meetings of the shareholders and Trustees of
the Total Return Fund and of the Trustees of High Yield Trust II; a copy of the
Agreement and Declaration of Trust of Putnam Funds Trust, on file in the offices
of the Secretary of State of The Commonwealth of
<PAGE>
Massachusetts (the "Declaration of Trust"); a certificate of recent date of the
Secretary of State of The Commonwealth of Massachusetts as to the existence of
Putnam Funds Trust; copies of the Bylaws of Putnam Funds Trust (the "Bylaws"); a
certificate of Putnam Investment Management, Inc. (the "Putnam Certificate") to
the effect that the execution and delivery of the Agreement and the consummation
of the transactions contemplated thereby will not violate the investment
restrictions of High Yield Trust II contained in the Declaration of Trust of
Putnam Funds Trust, the Bylaws of Putnam Funds Trust, or the High Yield Trust II
Prospectus and Statement of Additional Information; an affidavit of an officer
of Management Information Services Corp. to the effect that it completed the
initial mailing, on or about April 22, 1999, of the Prospectus/Proxy Statement
and the High Yield Trust II Prospectus to each shareholder of record of the
Total Return Fund as of the close of business on April 1, 1999; and such other
documents as we have considered necessary in rendering this opinion.
We have assumed the genuineness of the signatures on all documents
examined by us, the authenticity of all documents submitted to us as originals,
and the conformity to the corresponding originals of all documents submitted to
us as copies. For the purpose of our opinion in paragraph 5 below, we have
relied, as to matters relating to compliance by High Yield Trust II with its
investment restrictions, solely upon the Putnam Certificate.
We express no opinion as to the laws of any jurisdiction other than The
Commonwealth of Massachusetts and the United States of America. Further, we
express no opinion as to the state securities or blue sky laws of any
jurisdiction, including The Commonwealth of Massachusetts.
Based upon and subject to the foregoing, we are of the opinion that:
1. High Yield Trust II and the Total Return Fund are each series of
Putnam Funds Trust, a legally organized and validly existing voluntary
association with transferable shares of beneficial interest under the laws of
The Commonwealth of Massachusetts, and neither High Yield Trust II nor the Total
Return Fund is, to our knowledge, required to qualify to do business as a
foreign association in any jurisdiction, except as may be required by state
securities or blue sky laws.
2. The Agreement has been duly authorized, executed, and delivered by
Putnam Funds Trust on behalf of the Total Return Fund and Putnam Funds Trust on
behalf of High Yield Trust II and, assuming that the Registration Statement and
the Prospectus/Proxy Statement comply with the 1933 Act, the Securities Exchange
Act of 1934, as amended (the "1934 Act"), and the Investment Company Act of
1940, as amended (the "1940 Act"), is a valid and binding obligation of each of
the Total Return Fund and High Yield Trust II.
3. The Total Return Fund has the power to sell, assign, convey,
transfer, and deliver the assets contemplated by the Agreement to be sold,
assigned, conveyed, transferred, and delivered and, upon consummation of the
transactions contemplated by the Agreement in accordance with its terms the
Total Return Fund will have duly sold, assigned, conveyed,
<PAGE>
transferred, and delivered such assets to High Yield Trust II.
4. The High Yield Trust II shares to be delivered to the Total Return
Fund as provided for by the Agreement are duly authorized and upon such delivery
will be validly issued and will be fully paid and nonassessable by High Yield
Trust II, and no shareholder of High Yield Trust II has any preemptive right to
subscription or purchase in respect thereof.
5. The execution and delivery of the Agreement by each of the Total
Return Fund and High Yield Trust II did not, and the consummation of the
transactions contemplated thereby will not, violate the Declaration of Trust or
Bylaws of Putnam Funds Trust, or any provision of any agreement known to us to
which either is a party or by which either is bound.
6. No consent, approval, authorization, or order of any court or
governmental authority is required for the consummation by either of the Total
Return Fund or High Yield Trust II of the transactions contemplated by the
Agreement, except such as may be required under the 1933 Act, the 1934 Act, and
the 1940 Act and such as may be required under state securities or blue sky laws
and the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "H-S-R Act").
In connection with the H-S-R Act, we advise you that members of the legal staff
of the premerger notification office of the Federal Trade Commission (the "FTC")
have informed us in telephone conversations on several occasions in the past
that registered investment companies which are parties to transactions such as
those contemplated by the Agreement are not required in connection with or in
contemplation of such transactions to make any filings with the FTC to comply
with the H-S-R Act or any rules or regulations promulgated thereunder.
7. The Registration Statement has become effective under the 1933 Act,
and to the best of our knowledge no stop order suspending the effectiveness of
the Registration Statement has been issued, and no proceedings for that purpose
have been instituted or are pending or threatened under the 1933 Act.
In connection with our opinion in paragraph 2, we point out that copies
of the Declaration of Trust of Putnam Funds Trust is on file with the Secretary
of State of The Commonwealth of Massachusetts and that the Agreement provides
that it has been executed by the Trustees of each of High Yield Trust II and the
Total Return Fund, respectively, as Trustees and not individually and that the
obligations of the Agreement are not binding upon any of the Trustees, officers
or shareholders of High Yield Trust II or the Total Return Fund individually,
but are binding only upon the assets and property of High Yield Trust II and the
Total Return Fund, as the case may be.
In connection with our opinion in paragraph 4, we point out that under
Massachusetts law, shareholders of a "Massachusetts business trust" could, under
certain circumstances, be held personally liable for the obligations of the
trust. However, the Declaration of Trust of Putnam Funds Trust disclaims
shareholder liability for acts or obligations of Putnam Funds Trust on behalf of
its High Yield Trust II series and requires that notice of such disclaimer be
given in each agreement, obligation, or instrument entered into or executed by
Putnam Funds Trust. The
<PAGE>
Declaration of Trust provides for indemnification out of the property of Putnam
Funds Trust for all loss and expense of any shareholder of Putnam Funds Trust
held personally liable for the obligations of Putnam Funds Trust solely by
reason of his being or having been a shareholder of Putnam Funds Trust. Thus,
the risk of a shareholder's incurring financial loss on account of such
shareholder liability is limited to circumstances in which Putnam Funds Trust
itself would be unable to meet its obligations.
This opinion is furnished by us solely for your benefit and, except as
expressly consented to by us in writing, may not be relied upon by any other
entity or individual.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
July 12, 1999
Putnam High Yield Total Return Fund
-- Putnam Funds Trust
Putnam High Yield Trust II
-- Putnam Funds Trust
One Post Office Square
Boston, MA 02109
Ladies and Gentlemen:
We have acted as counsel in connection with the Agreement and Plan of
Reorganization dated as of March 17, 1999 (the "Agreement"), by Putnam Funds
Trust (the "Trust"), a Massachusetts business trust, on behalf of two of its
series, Putnam High Yield Trust II ("Acquiring Fund") and Putnam High Yield
Total Return Fund ("Target Fund"). The Agreement describes a proposed
transaction (the "Transaction") to occur on July 12, 1999, or such other date as
may be decided by the Trust (the "Exchange Date"), pursuant to which Acquiring
Fund will acquire substantially all of the assets of Target Fund in exchange for
shares of beneficial interest in Acquiring Fund (the "Acquiring Fund Shares")
and the assumption by Acquiring Fund of all of the liabilities of Target Fund
following which the Acquiring Fund Shares received by Target Fund will be
distributed by Target Fund to its shareholders in liquidation and termination of
Target Fund. This opinion as to certain federal income tax consequences of the
Transaction is furnished to you pursuant to Sections 8(g) and 9(g) of the
Agreement. Capitalized terms not defined herein are defined in the Agreement.
Target Fund is a series of the Trust which is registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end
management investment company. Shares of Target Fund are redeemable at net asset
value at each shareholder's option. Target Fund has elected to be a regulated
investment company for federal income tax purposes under Section 851 of the
Internal Revenue Code of 1986, as amended (the "Code").
Acquiring Fund is a series of the Trust which is registered under the
1940 Act as an open-end management investment company. Shares of Acquiring Fund
are redeemable at net asset value at each shareholder's option.
<PAGE>
PUTNAM HIGH YIELD TOTAL RETURN FUND JULY 12, 1999
PUTNAM HIGH YIELD TRUST II
PUTNAM FUNDS TRUST
For purposes of this opinion, we have considered the Agreement, the
Proxy Statement, the Registration Statement (including the items incorporated by
reference therein), and such other items as we have deemed necessary to render
this opinion. In addition, you provided us with a letter dated as of the date
hereof, representing as to certain facts, occurrences and information upon which
you have indicated that we may rely in rendering this opinion (whether or not
contained or reflected in the documents and items referred to above).
Based on the foregoing representations and our review of the
documents and items referred to above, we are of the opinion that for federal
income tax purposes:
(i) The Transaction will constitute a reorganization within the
meaning of Section 368(a) of the Code. The Target Fund and
the Acquiring Fund will each be a "party to a
reorganization" within the meaning of Section 368(b) of the
Code;
(ii) No gain or loss will be recognized by Target Fund upon the
transfer of Target Fund's assets to Acquiring Fund in
exchange for Acquiring Fund Shares and the assumption by
Acquiring Fund of the liabilities of Target Fund, or upon
the distribution of Acquiring Fund Shares by Target Fund to
its shareholders in liquidation;
(iii) No gain or loss will be recognized by the Target Fund
shareholders upon the exchange of their Target Fund Shares
for Acquiring Fund Shares;
(iv) The basis of Acquiring Fund Shares a Target Fund
shareholder receives in connection with the Transaction
will be the same as the basis of his or her Target Fund
Shares exchanged therefor;
(v) A Target Fund shareholder's holding period for his or her
Acquiring Fund Shares will be determined by including the
period for which he or she held the Target Fund Shares
exchanged therefor, provided that he or she held such
Target Fund Shares as capital assets;
(vi) No gain or loss will be recognized by Acquiring Fund upon
the receipt of the assets of Target Fund in exchange for
Acquiring Fund Shares and the assumption by Acquiring Fund
of the liabilities of Target Fund;
(vii) The basis in the hands of Acquiring Fund of the assets of
Target Fund transferred to Acquiring Fund in the
Transaction will be the same as the basis of such assets in
the hands of Target Fund immediately prior to the transfer;
and
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<PAGE>
PUTNAM HIGH YIELD TOTAL RETURN FUND JULY 12, 1999
PUTNAM HIGH YIELD TRUST II
PUTNAM FUNDS TRUST
(viii) The holding periods of the assets of Target Fund in the
hands of Acquiring Fund will include the periods during
which such assets were held by Target Fund.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
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