SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
Filed by the Registrant / X /
Filed by a party other than the Registrant / /
CHECK THE APPROPRIATE BOX:
/ X / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e) (2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
PUTNAM FUNDS TRUST
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement,
if other than Registrant)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
/ X / No fee required
/ / Fee computed on table below per Exchange Act Rule 14a 6(i)(1) and 0-11
(1) Title of each class of securities to which
transaction applies:
(2) Aggregate number of securities to which transaction
applies:
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11
(set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
IMPORTANT INFORMATION
FOR SHAREHOLDERS OF
PUTNAM U.S. CORE 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 [ ].
WE URGE YOU TO SPEND A COUPLE OF MINUTES WITH THE PROXY STATEMENT
AND FILL OUT YOUR PROXY CARD AND MAIL IT TO US. WHEN
SHAREHOLDERS DON'T RETURN THEIR PROXIES IN SUFFICIENT NUMBERS, WE
HAVE TO INCUR THE EXPENSE OF FOLLOW-UP SOLICITATIONS, WHICH CAN
COST YOUR FUND MONEY.
WE WANT TO KNOW HOW YOU WOULD LIKE TO VOTE AND WELCOME YOUR
COMMENTS. PLEASE TAKE A FEW MOMENTS WITH THESE MATERIALS AND
RETURN YOUR PROXY TO US.
(PUTNAM LOGO APPEARS HERE)
BOSTON * LONDON * TOKYO
TABLE OF CONTENTS
A Message from the Chairman 1
Notice of Shareholder Meeting 2
Trustees' Recommendations [ ]
PROXY CARD ENCLOSED
If you have any questions, please contact us at the special toll-
free number we have set up for you (1-800-225-1581) or call your
financial adviser.
A MESSAGE FROM THE CHAIRMAN
(Photograph of George Putnam appears here)
Dear Shareholder:
I am writing to you to ask for your vote on important questions
that affect your investment in your fund. While you are, of
course, welcome to join us at your fund's meeting, most
shareholders cast their vote by filling out and signing the
enclosed proxy card and returning it to us. Instructions are
listed at the top of your proxy card. We are asking for your vote
on the following matters: (1) amending the fund's fundamental
investment restriction with respect to diversification; and (2)
amending the fund's fundamental investment restriction with
respect to investments in the voting securities of a single
issuer.
Although we would like very much to have each shareholder attend
his or her fund's meeting, we realize this is not possible.
Whether or not you plan to be present, we need your vote. We
urge you to complete, sign, and return the enclosed proxy card
promptly. A postage-paid envelope is enclosed.
I'm sure that you, like most people, lead a busy life and are
tempted to put this proxy aside for another day. Please don't.
When shareholders do not return their proxies, their fund may
have to incur the expense of follow-up solicitations. All
shareholders benefit from the speedy return of proxies.
Your vote is important to us. We appreciate the time and
consideration that I am sure you will give this important matter.
If you have questions about the proposals, contact your financial
adviser or call a Putnam customer service representative at 1-800-
225-1581.
Sincerely yours,
(signature of George Putnam)
George Putnam, Chairman
PUTNAM U.S. CORE FUND
NOTICE OF A MEETING OF SHAREHOLDERS
THIS IS THE FORMAL AGENDA FOR YOUR FUND'S SHAREHOLDER MEETING.
IT TELLS YOU WHAT MATTERS WILL BE VOTED ON AND THE TIME AND PLACE
OF THE MEETING, IF YOU CAN ATTEND IN PERSON.
To the Shareholders of Putnam U.S. Core Fund:
A Meeting of Shareholders of the fund will be held on December 2,
1999 at 2:00 p.m., Boston time, on the eighth floor of One Post
Office Square, Boston, Massachusetts, to consider the following:
1. AMENDING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION WITH
RESPECT TO DIVERSIFICATION. SEE PAGE [ ].
2. AMENDING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION WITH
RESPECT TO INVESTMENTS IN THE VOTING SECURITIES OF A SINGLE
ISSUER. SEE PAGE [ ].
3. TRANSACTING OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
By the Trustees
George Putnam, Chairman
John A. Hill, Vice Chairman
William F. Pounds, Vice Chairman
Jameson A. Baxter John H. Mullin, III
Hans H. Estin Robert E. Patterson
Ronald J. Jackson George Putnam, III
Paul L. Joskow A.J.C. Smith
Elizabeth T. Kennan W. Thomas Stephens
Lawrence J. Lasser W. Nicholas Thorndike
WE URGE YOU TO MARK, SIGN, DATE, AND MAIL THE ENCLOSED PROXY IN
THE POSTAGE-PAID ENVELOPE PROVIDED SO YOU WILL BE REPRESENTED AT
THE MEETING.
[November 10, 1999]
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 U.S.
CORE FUND for use at the Meeting of Shareholders of the fund to
be held December 2, 1999, and, if the meeting is adjourned, at
any later meetings, for the purposes stated in the Notice of
Meeting (see previous page).
HOW DO YOUR FUND'S TRUSTEES RECOMMEND THAT SHAREHOLDERS VOTE ON
THESE PROPOSALS?
The Trustees recommend that you vote
1. FOR AMENDING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION
WITH RESPECT TO DIVERSIFICATION; AND
2. FOR AMENDING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION
WITH RESPECT TO INVESTMENTS IN THE VOTING SECURITIES OF A
SINGLE ISSUER.
WHO IS ELIGIBLE TO VOTE?
Shareholders of record at the close of business on [November 1,
1999] 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 are being mailed to shareholders of record on or
about [November 12, 1999].
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 your
fund's meeting, your shares will be voted at the Trustees'
discretion.
THE PROPOSALS
1. AMENDING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION WITH
RESPECT TO DIVERSIFICATION
The Trustees recommend that the fund's fundamental investment
restriction with respect to the diversification of its
investments be revised to change the fund's subclassification
from a diversified fund to a non-diversified fund as defined
under the Investment Company Act of 1940, as amended (the "1940
Act"). The fund is currently a diversified fund, but is managed
in a more concentrated fashion than the other diversified Putnam
funds. Making the fund non-diversified would enable the fund to
become more concentrated, consistent with its current investment
strategy. Specifically, Putnam Investment Management, Inc., your
fund's investment adviser ("Putnam Management"), believes that
increasing the number of portfolio holdings in which more than 5%
of the fund's assets may be invested could help the fund achieve
its goal of long-term growth. As a diversified fund, U.S. Core
Fund may not, with respect to 75% of its total assets, invest
more than 5% of its total assets in the securities of any one
issuer (except U.S. government securities). If the proposed
amendment to this restriction is approved, the fund would be
permitted to invest, with respect to 50% of its total assets, up
to 5% of its total assets in the securities of any one issuer,
and up to 25% of its total assets in the securities of each of
any two issuers. As a result, each of the fund's investments
would represent a more significant portion of the fund's
portfolio and would have a greater impact on the fund's
performance. During times when the fund invests a higher
percentage of its assets in one or more issuers, the value of the
fund's shares may fluctuate more widely than the value of shares
of a portfolio investing in a larger number of issuers.
If the proposed amendment is approved, to continue to qualify as
a regulated investment company for tax purposes, the fund would
still be subject to the diversification standards required by the
rules under the Internal Revenue Code of 1986, as amended (the
"Code"). Those rules require that the fund diversify its
holdings so that, with respect to 50% of the fund's total assets,
at the end of each fiscal quarter the fund does not have more
than 5% of its total assets invested in the securities of any one
issuer. The remaining 50% of the fund's assets is not subject to
the 5% limitation, but with respect to that 50% of the fund's
assets, the fund may not invest more than 25% of its total assets
in the securities of any one issuer. These diversification
standards do not apply to U.S. government securities, cash items,
and the securities of other "regulated investment companies" (as
defined in the Code).
The fund's current restriction states that the fund may not and
will not:
"With respect to 75% of its total assets, invest in
securities of any issuer if, immediately after such
investment, more than 5% of the total assets of the fund
(taken at current value) would be invested in the securities
of such issuer; provided that this limitation does not apply
to obligations issued or guaranteed as to interest or
principal by the U.S. government or its political
subdivisions."
The proposed amended restriction states that the fund may not and will not:
"With respect to 50% of its total assets, invest in
securities of any issuer if, immediately after such
investment, more than 5% of the total assets of the fund
(taken at current value) would be invested in the securities
of such issuer; provided that this limitation does not apply
to obligations issued or guaranteed as to interest or
principal by the U.S. government or its political
subdivisions."
REQUIRED VOTE. Approval of this proposal requires the
affirmative vote of the lesser of (1) more than 50% of the
outstanding shares of the fund, or (2) 67% or more of the shares
of the fund present at the meeting if more than 50% of the
outstanding shares of the fund are present at the meeting in
person or by proxy.
2. AMENDING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTION WITH
RESPECT TO INVESTMENTS IN THE VOTING SECURITIES OF A SINGLE
ISSUER
The Trustees recommend that the fund's fundamental investment
restriction with respect to investments in the voting securities
of a single issuer be revised, consistent with the goal of making
the fund non-diversified. As a diversified fund, the fund may
not, with respect to 75% of its total assets, invest in more than
10% of the outstanding voting securities of a single issuer. It
is proposed that this restriction be amended so that the 10%
limitation would apply only to 50% of the fund's total assets.
The proposed amendment would make this investment restriction
consistent with the fundamental investment restrictions that
apply to the other non-diversified Putnam funds and ensure
uniformity among the funds' disclosure documents. Putnam
Management does not currently intend to take advantage of the
increased flexibility to invest in more than 10% of an issuer's
outstanding voting securities.
As with Proposal 1, if Proposal 2 is approved and the fund
becomes non-diversified as defined in the 1940 Act, the fund
would still be subject to the diversification standards required
for tax purposes under the Code. Those rules require that the
fund diversify its holdings so that, with respect to 50% of the
fund's total assets, at the end of each fiscal quarter the fund
does not invest in more than 10% of the outstanding voting
securities of a single issuer. The remaining 50% of the fund's
assets is not subject to this limitation, and the requirement
does not apply to U.S. government securities, cash items, or the
securities of other "regulated investment companies" (as defined
in the Code).
The fund's current restriction states that the fund may not and will not:
"With respect to 75% of its total assets, acquire more than
10% of the voting securities of any issuer."
The proposed amended restriction states that the fund may not and
will not:
"With respect to 50% of its total assets, acquire more than
10% of the voting securities of any issuer."
REQUIRED VOTE. Approval of this proposal requires the
affirmative vote of the lesser of (1) more than 50% of the
outstanding shares of the fund, or (2) 67% or more of the shares
of the fund present at the meeting if more than 50% of the
outstanding shares of the fund are present at the meeting in
person or by proxy.
FURTHER INFORMATION ABOUT VOTING AND THE 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 each proposal at the meeting. Shares represented by proxies
that reflect abstentions and "broker non-votes" (i.e., shares
held by brokers or nominees as to which (i) instructions have not
been received from the beneficial owners or the persons entitled
to vote and (ii) the broker or nominee does not have the
discretionary voting power on a particular matter) will be
counted as shares that are present and entitled to vote on the
matter for purposes of determining the presence of a quorum.
Votes cast by proxy or in person at the meeting will be counted
by persons appointed by your fund as tellers for the meeting.
The tellers will count the total number of votes cast "for"
approval of the proposals for purposes of determining whether
sufficient affirmative votes have been cast. With respect to
each of the 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 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 voting instructions recorded by telephone. The
telephone voting procedure is designed to authenticate
shareholders' identities, to allow them to authorize the voting
of their shares in accordance with their instructions and to
confirm that their instructions have been properly recorded.
Your fund has been advised by counsel that these procedures are
consistent with the requirements of applicable law. If these
procedures were subject to a successful legal challenge, such
votes would not be counted at the meeting. Your fund is unaware
of any such challenge at this time. Shareholders would be called
at the phone number Putnam Investments has in its records for
their accounts, and would be asked for their Social Security
number or other identifying information. The shareholders would
then be given an opportunity to authorize proxies to vote their
shares at the meeting in accordance with their instructions. To
ensure that the shareholders' instructions have been recorded
correctly, they will also receive a confirmation of their
instructions in the mail. A special toll-free number will be
available in case the information contained in the confirmation
is incorrect.
Your fund's Trustees have adopted a general policy of maintaining
confidentiality in the voting of proxies. Consistent with this
policy, your fund may solicit proxies from shareholders who have
not voted their shares or who have abstained from voting.
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 Assistant Clerk of your fund,
by properly executing a later-dated proxy or by attending the
meeting and voting in person.
DATE FOR RECEIPT OF SHAREHOLDERS' PROPOSALS FOR SUBSEQUENT
MEETINGS OF SHAREHOLDERS. Your fund does not hold regular
shareholder annual meetings, but may from time to time schedule
special meetings. In accordance with the regulations of the SEC,
in order to be eligible for inclusion in the fund's proxy
statement for such a meeting, a shareholder proposal must be
received a reasonable time before the fund prints and mails its
proxy statement. Also, SEC rules permit management to exercise
discretionary authority to vote on shareholder proposals not
included in the fund's proxy statement if the proponent has not
notified the fund of the proposal a reasonable time before the
fund mails its proxy statement. All shareholder proposals must
also comply with other requirements of the SEC's rules and the
fund's declaration of trust.
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 those 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 adjournment those proxies that they
are entitled to vote in favor of such proposals. They will vote
against adjournment those proxies required to be voted against
such proposals. Your fund pays the costs of any additional
solicitation and of any adjourned session. Any proposals for
which sufficient favorable votes have been received by the time
of the meeting may be acted upon and considered final regardless
of whether the meeting is adjourned to permit additional
solicitation with respect to any other proposal.
FINANCIAL INFORMATION. YOUR FUND WILL FURNISH TO YOU UPON
REQUEST, WITHOUT CHARGE, 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.
FUND INFORMATION
ORGANIZATION AND MANAGEMENT OF THE TRUST. The fund is a series
of Putnam Funds Trust, an open-end management investment company
organized as a Massachusetts business trust on January 22, 1996.
The Trust currently has three series: Putnam Growth Fund, Putnam
U.S. Core Fund and Putnam Value Fund. The Trust is governed by a
Board of Trustees, which is responsible for protecting the
interests of the shareholders of the funds. The Trustees meet
each month (except August) to oversee the activities of the Trust
and the funds. A majority of the Trustees are not otherwise
affiliated with the Trust or with Putnam Management.
PUTNAM INVESTMENTS. Putnam Investment Management, Inc. and its
affiliates, Putnam Mutual Funds, the principal underwriter for
shares of your fund and Putnam Fiduciary Trust Company, your
fund's investor servicing agent and custodian, are owned by
Putnam Investments, Inc., One Post Office Square, Boston,
Massachusetts 02109, a holding company that is, except for a
minority stake owned by employees, in turn 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. is a leading professional services firm
with risk and insurance services, investment management and
consulting businesses.
LIMITATION OF TRUSTEE LIABILITY. The Agreement and Declaration
of Trust of your fund provides that the fund will indemnify its
Trustees and officers against liabilities and expenses incurred
in connection with litigation in which they may be involved
because of their offices with the fund, except if it is
determined in the manner specified in the Agreement and
Declaration of Trust that they have not acted in good faith in
the reasonable belief that their actions were in the best
interests of the fund or that such indemnification would relieve
any officer or Trustee of any liability to the fund or its
shareholders arising by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of his or her duties.
Your fund, at its expense, provides liability insurance for the
benefit of its Trustees and officers.
ASSETS AND SHARES OUTSTANDING OF YOUR FUND
AS OF [OCTOBER 29, 1999]
Net assets
Shares outstanding
and authorized to vote
5% BENEFICIAL OWNERSHIP OF YOUR FUND AS OF [November 1, 1999]
Persons beneficially owning more than 5% of the fund's shares
PUTNAMINVESTMENTS
THE PUTNAM FUNDS
One Post Office Square
Boston, Massachusetts 02109
Toll-free 1-800-225-1581
PUTNAM INVESTMENTS LOGO
FOR YOUR CONVENIENCE YOU MAY RECORD YOUR VOTING BY RETURNING THIS
PROXY CARD BY MAIL
THIS IS YOUR PROXY CARD.
PLEASE RECORD YOUR VOTING INSTRUCTIONS ON THIS PROXY CARD, SIGN
IT BELOW, AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED. YOUR
VOTE IS IMPORTANT.
Proxy for a meeting of shareholders to be held on December 2,
1999 for PUTNAM U.S. CORE FUND.
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF THE FUND.
The undersigned shareholder hereby appoints George Putnam, Hans
H. Estin, and Robert E. Patterson, and each of them separately,
Proxies, with power of substitution, and hereby authorizes them
to represent and to vote, as designated below, at the meeting of
shareholders of Putnam U.S. Core fund on December 2, 1999, 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 owner should sign. When signing as
executor, administrator, attorney, trustee, or guardian, or as
custodian for a minor, please give your full title as such. If
you are signing for a corporation, please sign the full corporate
name and indicate the signer's office. If you are a partner,
sign in the partnership name.
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Shareholder sign here Date
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Co-owner sign here Date
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 card and return it with your signed
proxy in the enclosed envelope.
Name
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Street
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City State Zip
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Telephone
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DO YOU HAVE ANY COMMENTS?
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DEAR SHAREHOLDER:
Your vote is important. Please help us to eliminate the expense
of follow-up mailings by signing and returning this proxy card as
soon as possible. A postage-paid envelope is enclosed for your
convenience.
THANK YOU!
IF YOU COMPLETE AND SIGN THE PROXY CARD, WE'LL VOTE EXACTLY AS
YOU TELL US. IF YOU SIMPLY SIGN THE PROXY, IT WILL BE VOTED FOR
PROPOSAL 1 AND FOR PROPOSAL 2. IN THEIR DISCRETION, THE PROXIES
WILL ALSO BE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS THAT MAY
PROPERLY COME BEFORE THE MEETING.
THE TRUSTEES RECOMMEND A VOTE FOR THE PROPOSALS LISTED BELOW:
PLEASE VOTE BY FILLING IN THE APPROPRIATE BOXES BELOW.
FOR AGAINST ABSTAIN
1. AMENDING THE FUND'S / / / / / /
FUNDAMENTAL INVESTMENT
RESTRICTION WITH RESPECT
TO DIVERSIFICATION.
2. AMENDING THE FUND'S / / / / / /
FUNDAMENTAL INVESTMENT
RESTRICTION WITH RESPECT
TO INVESTMENTS IN THE VOTING
SECURITIES OF A SINGLE ISSUER.
NOTE: If you have questions on any of the proposals,
please call 1-800-225-1581.
