As filed with the Securities and Exchange Commission on
April 20 , 1995
Registration No. 33-57937
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PRE-EFFECTIVE AMENDMENT NO. 2
PUTNAM INTERMEDIATE TAX EXEMPT FUND
(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)
-----------
John R. Verani, Vice President
Putnam Intermediate Tax Exempt Fund
One Post Office Square
Boston, Massachusetts 02109
(Name and address of Agent for Service)
------------
Copy to:
John W. Gerstmayr, Esquire
Ropes & Gray
One International Place
Boston, Massachusetts 02110
Approximate Date of Proposed Public Offering: As soon as
practicable after this Registration Statement becomes effective.
------------
It is proposed that the filing will become effective on
May 12 , 1995 pursuant to Rule 488.
------------
An indefinite amount of the Registrant's securities has been
registered under the Securities Act of 1933 pursuant to Rule
24f-2. In reliance upon such Rule, no filing fee is being paid
at this time. A Rule 24f-2 notice for the Registrant for the
year ended September 30, 1994 was filed on November 29, 1994.<PAGE>
PUTNAM INTERMEDIATE TAX EXEMPT FUND
CROSS-REFERENCE SHEET
AS REQUIRED BY RULE 481(A)
FORM N-14 ITEM CAPTION IN PROSPECTUS/PROXY STATEMENT
1 Cross-Reference Sheet; Front Cover
2 Front Cover
3 Synopsis;
Risk Factors; Expenses Summary
4 Introduction; Proposal Regarding
Approval or Disapproval of
Agreement and Plan of
Reorganization; Background
and Reasons for the Proposed
Reorganization; Information
about the Reorganization
5, 6 The Municipal Trust
7 Introduction; Proposal Regarding
Approval or Disapproval of Agreement
and Plan of Reorganization;
Information About the Reorganization;
Voting Information
8, 9 Not Applicable
FORM N-14 ITEM CAPTION IN STATEMENT OF ADDITIONAL
INFORMATION
10, 11 Cover Page
12 Not Applicable
13 Cover Page; Additional Information About the
Municipal Trust
14 Financial Statements
PART C
The information required to be included in Part C is set forth
under the appropriate Item, so numbered, in Part C to
this Registration Statement.
<PAGE>
Part A is incorporated by reference to Pre-Effective Amendment
No. 1 to the Registration Statement on Form N-14, File No. 33-
57937, in its entirety.
Part B is incorporated by reference to Pre-Effective Amendment
No. 1 to the Registration Statement on Form N-14, File No. 33-
57937, in its entirety, except for the Pro Forma Financial
Statements which are included herewith.<PAGE>
PRO FORMA COMBINING
FINANCIAL STATEMENTS
(UNAUDITED)
The following unaudited pro forma combining investment
portfolio and statement of assets and liabilities assumes that
the exchange described in the next paragraph occurred as of
December 31, 1994 and the unaudited pro forma combining statement
of operations for the seven months ended December 31, 1994
presents the results of operations of the Tax Exempt
Fund as if the combination with the Municipal Trust had been
consummated at the beginning of the seven months ended December
31, 1994. The pro forma results of operations are not
necessarily indicative of future operations or the actual results
that would have occurred had the combination been consummated at
the beginning of such period. The statements have
been derived from the Tax Exempt Fund's and the Municipal
Trust's books and records utilized in calculating daily net asset
value at December 31, 1994, and for the seven month period then
ended.
The pro forma statements give effect to the proposed
transfer of all of the assets of the Municipal Trust to the
Tax Exempt Fund in exchange for the assumption by the Tax
Exempt Fund of all of the liabilities of the Municipal Trust and
for a number of the Tax Exempt Fund's shares equal in value to
the value of the net assets of the Municipal Trust transferred to
the Tax Exempt Fund. Under generally accepted accounting
principles, the historical cost of investment securities will be
carried forward to the surviving entity and the results of
operations of the Tax Exempt Fund for pre-combination
periods will not be restated. The pro forma statements do
not reflect the expenses of either Fund in carrying out its
obligations under the Agreement and Plan of Reorganization.
The unaudited pro forma combining statements should be
read in conjunction with the separate financial statements
of the Tax Exempt Fund and the Municipal Trust .
<TABLE>
<CAPTION>
PUTNAM INTERMEDIATE TAX EXEMPT FUND
(Unaudited)
Pro Forma Combining
Statement of
Assets and Liabilities
December 31, 1994
PUTNAM PUTNAM PR0 FORMA PRO FORMA
INTERMEDIATE TAX INVESTMENT ADJUSTMENTS COMBINED
EXEMPT GRADE
FUND INTERMEDIATE
MUNICIPAL TRUST
ASSETS
<S> <C> <C <C> <C
Investments in securities, at value
(combined cost, $56,248,416) $11,796,238 $42,408,223 0 $54,204,461
Cash 450,736 1,666,004 0 2,116,740
Interest Receivable 259,980 744,552 0 1,004,532
Receivable for shares of the
fund sold 55,478 0 0 55,478
Receivable for securities sold 0 2,644,345 0 2,644,345
Unamortized organization
expenses 73,346 19,331 (A)(19,331) 73,346
Receivable from Manager 2,186 0 (A)19,331 21,517
Receivable for variation
margins on futures contracts 1,875 19,857 0 21,732
Total assets 12,639,839 47,502,312 0 60,142,151
LIABILITIES
Payable for securities
purchased $1,085,111 4,466,393 0 5,551,504
Payable for shares of the fund
repurchased 22,500 0 0 22,500
Distributions payable to
shareholders 20,930 188,382 0 209,312
Payable for compensation of
Manager 0 54,357 0 54,357
Payable for distribution fees 4,709 0 0 4,709
Payable for administrative
services 140 2,869 0 3,009
Payable for compensation of
Trustees 403 593 0 996
Payable for investor servicing
and custodian fees (640) 8,230 0 7,590
Payable for organization
expenses 77,750 375,923 0 453,673
Other accrued expenses 5,631 29,746 0 35,377
TOTAL LIABILITIES 1,216,534 5,126,493 0 6,343,027
NET ASSETS $11,423,305 $42,375,819 $53,799,124
Shares outstanding 1,439,944 3,282,07 6,783,679
Net asset value per share $7.93 $12.91 $7.93
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PUTNAM INTERMEDIATE TAX EXEMPT FUND
(UNAUDITED)
Pro Forma Combining
Statement of Operations
Seven months ended December 31, 1994
Intermediate Tax Investment Grade
Exempt Fund Intermediate Pro Forma Pro Forma
Municipal Trust Adjustments Combined
<S> <C <C <C <C>
Investment income:
Interest $213,028 $1,650,355 0 $1,863,383
Total investment income 213,028 1,650,355 0 1,863,383
Expenses:
Compensation of Manager 21,234 131,935 (B)21,841 175,010
Investor servicing and custodian fees (242) 26,542 (D) 7,146 33,446
Compensation of Trustees 1,051 6,117 (C)(1,051) 6,117
Reports to shareholders 13,540 16,067 (C)(18,003) 11,604
Postage 273 3,031 (C) (58) 3,246
Auditing 12,647 17,723 (C)(8,204) 22,166
Legal 3,757 6,323 0 10,080
Administrative services 141 57,373 (B) (57,373) 141
Distribution fees 13,872 0 (D) 38,465 52,337
Amortization of organization fees 4,404 3,384 (A) (3,384) 4,404
Registration fees 4,199 0 0 4,199
Other 498 292 0 790
Fees waived and other expenses
absorbed by Manager (46,488) 0 (E) (43,705) (90,193)
Exchange listing fee 0 2,500 (C) (2,500) 0
Total expenses 28,886 271,287 (66,826) 233,347
Net investment income 184,142 1,379,068 66,826 1,630,036
Net realized loss on investments (351,366) (1,953,800) 0 (2,305,166)
Net realized gain on futures 3,787 85,904 0 89,691
Net unrealized depreciation of investments
during the year (30,114) (885,009) 0 (915,123)
Net loss on investments (377,693) (2,752,905) 0 (3,130,598)
Net decrease in net assets resulting
from operations (193,551) (1,373,837) 66,826 (1,500,562)
/TABLE
<PAGE>
PUTNAM INTERMEDIATE TAX EXEMPT FUND
NOTES TO PRO FORMA COMBINING STATEMENTS
(UNAUDITED)
DECEMBER 31, 1994
The proforma adjustments to these proforma financial statements
are comprised of the following:
(A) Reimbursement of the unamortized organizational costs
of the Municipal Trust by Putnam Management as a result
of the Municipal Trust's merger into the Tax Exempt
Fund.
(B) Increase in management fees and elimination of separate
administration services fees reflect the fee structure
of the Tax Exempt Fund as applied to larger combined
assets.
(C) Reduction in expenses as a result of the merger.
(D) Increase in distribution fees and investor servicing
and custodian fees are the result of the increase in
net assets due to the merger.
(E) Expense waiver has been extended for the Tax Exempt
Fund through December 1995.<PAGE>
<TABLE>
<CAPTION>
THE PROFORMA COMBINING INVESTMENT PORTFOLIO OF
PUTNAM INVESTMENT GRADE INTERMEDIATE MUNICIPAL TRUST AND
PUTNAM INTERMEDIATE TAX EXEMPT
DECEMBER 31, 1994 (UNAUDITED)
Investment Intermediate Pro Forma Combined
Grade Intermediate Tax Exempt
Municipal Trust Fund
(000'S) (000'S)
<S> <C> <C> <C> <C> <C> <C> <C>
MUNICIPAL BONDS AND PRINCIPAL PRINCIPAL PRINCIPAL
NOTES (100.7%)* RATING** AMOUNT VALUE AMOUNT VALUE AMOUNT VALUE
ALABAMA (0.3%)
Birmingham Jefferson Civic Ctr. Auth.
Rev. Bonds (Special Tax Cap. Outlay),
7.4, 1/1/08 A $ 170 $ 180,837 $ 170 $ 180,837
CALIFORNIA (12.3%)
CA State Rev. Anticipation Warrants (RAW),
Ser. C, 5 3/4, 4/25/96 M1G1 400 399,250 400 399,250
Central Valley Fing. Auth. Rev Bond,
Carson-Ice Cogeneration Project),
5.8, 7/1/04 BBB 500 465,625 500 465,625
Nortrn CA Pwr. Agcy. (Geothermal Project
No. 3), Ser. A, 5.6s, 7/1/06 A 300 279,000 300 279,000
Pleasonton Joint Pwrs Fing. Auth. Rev.
Bonds, Ser. A, 6s, 9/2/05 Baa 275 262,281 275 262,281
Santa Clara Cnty. Fing. Auth. Lease Rev
Bonds, (VMC Fac. Replacement Project A)
American Municipal Bond Assurance Corp.
(AMBAC), 7 1/2s, 11/15/04 AAA 100 110,750 100 110,750
LA Cnty, Certificate of Participation (COP)
(Marina Del Rey), Ser. A, 6 1/4, 7/1/03 BBB/P $ 2,500$ 2,403,125 445 427,756 2,945 2,830,881
CA State Cmnty Dev Auth Rev Bonds
(Motion Picture & TV Fund), AMBAC
2.35, 1/1/08 AAA 650 476,125 500 366,250 1,150 842,375
Riverside Cmnty., Asset Leasing Corp.
Leasehold Rev. Bonds (Riverside Cmnty.
Hosp. Project), Ser. A, 5 3/4, 6/1/01 A 1,500 1,443,750 1,500 1,443,750
4,323,000 2,310,912 6,633,912
COLORADO (4.9%)
Denver City & Cnty. Arpt. Rev. Bonds
Ser. A, 7 1/2, 11/15/06 Baa 800 776,000 800 776,000
Ser. A, 7, 11/15/01 Baa 1,500 1,432,500 200 191,000 1,700 1,623,500
Ser. B, 7s, 11/15/02 Baa 250 236,250 250 236,250
2,208,500 427,250 2,635,750
CONNECTICUT (2.9%)
CT State Dev. Auth Hlth. Care Rev. Bonds
(Alzheimer Res Ctr.) Class A, 6 7/8,
8/15/04 BB/P 1,600 1,544,000 1,600 1,544,000
DISTRICT OF COLUMBIA (4.8%)
District of Columbia, RFDG, Municipal Bond
Insurance Association (MBIA), Ser. A-1
4.95, 6/1/05 AAA 3,000 2,606,250 3,000 2,606,250
FLORIDA (1.2%)
FL State Brd. of Ed. Cap. Outlay, Ser. C,
7s,6/1/04 AAA 430 460,637 430 460,637
Reedy Creek Impt. Dist. Util Rev Bds,
Ser. 1, MBIA, 8.9s, 10/1/03 AAA 170 187,637 170 187,637
648,274 648,274
ILLINOIS (10.0%)
Chicago Pub. Bldg. Rev. Bonds, MBIA,
5 1/4, 12/1/03 AAA 1,000 935,000 1,000 935,000
Chicago School Fin. Auth. Inverse Floating
Bonds (IFB), Federal Guaranty Insurance
Co. (FGIC), 6.52, 6/1/05 # AA 4,000 3,370,000 4,000 3,370,000
IL Hlth. Fac. Auth. Rev. Bonds (Grant Hosp)
Ser. B., 7 1/4, 6/1/99 AAA 1,000 1,022,500 1,000 1,022,500
5,327,500 5,327,500
LOUISIANA (3.0%)
New Orleans Public Imp. General Obligation
(G.O.) Bonds, FSA, 8 1/8, 10/1/03 AAA 1,500 1,625,625 1,500 1,625,625
MASSACHUSETTS (12.8%)
MA Muni Whlsale Elec. Co.,IVRC Trust, IFB
Ser 93D, AMBAC, 7.267, 4/30/03 # AAA/P 3,000 2,197,500 3,000 2,197,500
MA State Hlth. & Edl. Fac. Auth. Rev. Bonds
(Central New England Hlth Syst), Ser. A
5 3/4, 8/1/03 Baa 1,000 933,750 1,000 933,750
MA State Hlth. & Edl. Fac. Auth. Rev. Bonds
(MA Eye & Ear Infirmary), Ser. A,
7, 7/1/01 # Baa 1,680 1,593,900 440 417,450 2,120 2,011,350
South Essex Swr. Dist., Ser. B, MBIA
7 1/2, 6/1/04 AAA 1,170 1,291,387 400 441,500 1,570 1,732,887
6,016,537 858,950 6,875,487
MICHIGAN (3.3%)
Dickinson Cnty, Mem. Hosp. Rev. Bonds
7 5/8, 11/1/05 Baa 1,800 1,800,000 1,800 1,800,000
MINNESOTA (1.1%)
Minneapolis Spl. Sch. Dist., No. 1,COP,
Ser. A, 6.1s, 6/1/04 A 275 267,093 275 267,093
MN State Hsg. Fin. Auth.,( Single Fam. Mtg)
6.1s, 1/1/05 AA 350 344,312 350 344,312
611,405 611,405
MISSISSIPPI (1.0%)
Rankin Cnty. Indl. Dev. Rev Bonds, (Yellow
Fght. Sys. Inc. Project), 5 3/4s, 10/1/08 A 600 527,250 600 527,250
NEVADA (1.8%)
Washoe Cnty, Sch. Dist. Rev. Bonds, MBIA
5.9, 8/1/05 AAA 1,000 973,750 1,000 973,750
NEW HAMPSHIRE (0.3%)
NH State Hsg. Fin. Auth.,( Single Fam. Res. Mtg)
6.95s, 1/1/06 AA 170 170,637 170 170,637
NEW JERSEY (0.2%)
NJ State Tpk. Auth. Rev. Rfdg,
10 3/8s, 1/1/03 AAA 75 88,500 75 88,500
NEW YORK (11.5%)
NYCity GO Bonds, Ser. D,
8s, 8/1/03 A 575 631,062 575 631,062
NY State Dorm. Auth. Rev. Rfdg., Ser. A,
8 1/8s, 7/1/07 BBB 500 537,500 500 537,500
NY State Med Care Facs. Fing. Agcy. Rev.
Bonds, ( Mental Hlth. Svcs. Facs.), 8 7/8s,
8/15/07 BBB 340 370,175 340 370,175
NY State Med. Care Facs. Fing. Agcy. Rev.
Bonds, (NY Hosp. Mtg.), Ser. A, 6.2s,
2/15/05 AAA 550 555,500 550 555,500
NY State Mtge. Agcy., Home Mtge,
Ser. 44, 6.8, 10/1/05 Aa 1,000 1,023,750 1,000 1,023,750
New York City G.O. Bonds,Ser. B,
7, 8/15/06 A 3,000 3,056,250 3,000 3,056,250
4,080,000 2,094,237 6,174,237
OHIO (1.2%)
Student Ln. Fdg. Corp., Rev Bonds,
Ser. C, 6.35s, 7/1/05 AAA 675 669,094 675 669,094
OKLAHOMA (4.2%)
Tulsa Indl. Auth. Hosp. Rev. Bonds
(Tulsa Regl. Med. Ctr.)
Ser. A, 7 5/8, 6/1/06 BBB 1,080 1,097,550 170 172,763 1,250 1,270,313
7s, 6/1/06 BBB 1,000 971,250 1,000 971,250
2,068,800 172,763 2,241,563
PENNSYLVANIA (7.5%)
Penn. Intergov. Coop. Auth. Spl. Tax Rev, FGIC
(Philadelphia Funding), 7s, 6/15/04 AAA 500 531,251 500 531,251
McKeesport, Hosp. Auth. Rev. Bonds
(McKeesport Hosp Project), 6 1/4, 7/1/03 Baa 1,500 1,398,7500 1,500 1,398,750
Philadelphia Indl Dev Rev Bonds
(Ashland Oil Inc Project), 5.7s, 6/1/05 Baa 2,300 2,118,8750 2,300 2,118,875
3,517,625 531,251 4,048,876
PUERTO RICO (0.9%)
Cmnwlth. of Puerto Rico, Urban Renewal
& Hsg. Corp. Rev. Bonds, 7 7/8s, 10/1/04 Baa 450 488,251 450 488,251
TEXAS (4.5%)
TX State Rfdg (Vets Hsg Assist), Ser. C,
6s, 12/1/05 AA 500 491,876 500 491,876
Dallas Civic Ctr Convention Complex, Sr. Lien
Rev Bonds, 8.5, 1/1/04 A 150 154,876 150 154,876
Dallas Cnty., Flood Ctr. Rev. Bonds,
9 1/4s, 4/1/04 AAA 1,460 1,783,026 1,460 1,783,026
1,783,026 646,752 2,429,778
WASHINGTON (11.0%)
WA State Pub Pwr Supply Syst Rev Bonds
(Nuclear Project No. 1)
Ser. A, 5 1/2, 7/1/04 AA 2,000 1,860,000 2,000 1,860,000
Ser. A, 7 1/2, 7/1/07 AA 200 210,750 1,300 1,369,875 1,500 1,580,625
WA State, IFB, 6.0650705, 5/1/08 # AA 3,000 2,452,500 3,000 2,452,500
4,523,250 1,369,875 5,893,125
TOTAL MUNICIPAL BONDS AND NOTES $ 42,397,863 $ 11,796,238 $ 54,194,101
(cost $ 56,231,372)
PUT OPTIONS ON US TREASURY BONDS (-%) *
NUMBER OF CONTRACTS EXPIRATION/STRIKE PRICE
5 U.S. Treasury Bond Futures, Feb 95/ $98 $ 4750
3 U.S. Treasury Bond Futures, Feb 95/$100 5,610
Total Put Options on U.S. Treasury Bonds
(cost $ 17,044) $ 10,360 $ 10,360
TOTAL COMBINED INVESTMENTS
(COMBINED COST $56,248,416)
(INTERMEDIATE TAX EXEMPT FUND $11,822,272
AND INV. GRADE INTERMEDIATE
MUNICIPAL TRUST $44,426,144) $ 42,408,223 $ 11,796,238 $ 54,204,461
* PERCENTAGES INDICATED ARE BASED ON PROFORMA COMBINED NET ASSETS OF
$53,799,124 WHICH CORRESPOND TO A PROFORMA
COMBINED NET ASSET VALUE PER SHARE OF $7.93
** THE MOODY'S OR STANDARD & POORS RATINGS INDICATED ARE BELIEVED TO BE THE MOST RECENT RATINGS AVAILABLE AT DECEMBER
31, 1994 FOR THE SECURITIES LISTED. RATINGS ARE GENERALLY ASCRIBED TO SECURITIES
AT THE TIME OF ISSUANCE. WHILE THE AGENCIES MAY FROM TIME TO TIME REVISE SUCH RATINGS, THEY UNDERTAKE NO OBLIGATION TO
DO SO, AND THE RATINGS DO NOT NECESSARILY REPRESENT WHAT THE AGENCIES
WOULD ASCRIBE TO THESE SECURITIES AT DECEMBER 31, 1994. SECURITIES RATED BY PUTNAM ARE INDICATED BY "/P" AND ARE NOT
PUBLICLY RATED.
# A PORTION OF THESE SECURITIES WERE PLEDGED TO COVER MARGIN REQUIREMENTS FOR FUTURES CONTRACTS AT DECEMBER 31, 1994.
THE MARKET VALUE OF THESE SEGREGATED SECURITIES WITH THE CUSTODIAN FOR
TRANSACTIONS ON FUTURES CONTRACTS IS $ 8,437,450.
THE RATES SHOWN ON INVERSE FLOATING BONDS (IFB), WHICH ARE SECURITIES PAYING VARIABLE INTEREST RATES THAT CAN VARY
INVERSELY TO CHANGES IN MARKET INTEREST RATES, ARE THE CURRENT INTEREST RATES AT DECEMBER 31, 1994
WHICH ARE SUBJECT TO CHANGE BASED ON THE TERMS OF THE SECURITY.
U.S. TREASURY BOND FUTURES OUTSTANDING AT DECEMBER 31, 1994
TOTAL VALUE AGGREGATE EXPIRATION UNREALIZED
FACE DATE DEPRECIATION
INVESTMENT GRADE INTERMEDIATE
MUNICIPAL TR.
U.S TREASURY BOND FUTURE $2,998,125 $2,981,250 Mar. 95 $16,875
(sell)
INTERMEDIATE TAX EXEMPT FUND
U.S. TREASURY BOND FUTURE $1,499,062 $1,494,983 Mar. 95 $4,079
(sell)
</TABLE>
Part C. OTHER INFORMATION
Item 15. Indemnification
The information required by this item is incorporated herein by
reference to the Registrant's initial Registration Statement on
Form N-1A (File No. 33-52661) under the Securities Act of 1933
(the "Registration Statement")
except as specifically set
forth below .
Item 16. Exhibits
1. Agreement and Declaration of Trust dated March 7,
1994 -- Incorporated by reference to Registrant's
Registration Statement.
2. By-Laws -- Incorporated by Reference to
Registrant's Registration Statement.
3. Not applicable.
4. Agreement and Plan of Reorganization constitutes
Exhibit A included in Part A hereof.
5a. Class A Specimen share certificate -- Incorporated
by reference to Pre-Effective Amendment No. 1 to
the Registrant's Registration Statement.
5b. Class B Specimen share certificate -- Incorporated
by reference to Pre-Effective Amendment No. 1 to
the Registrant's Registration Statement.
5c. Portions of Agreement and Declaration of Trust
Relating to Shareholders' Rights --Incorporated by
reference to Registrant's Registration Statement.
5d. Portions of By-Laws Relating to Shareholders'
Rights -- Incorporated by reference to
Registrant's Registration Statement.
6. Copy of Management Contract dated April 8, 1994 --
Incorporated by reference to Pre-Effective
Amendment No. 1 to the Registrant's Registration Statement.
7a. Copy of Distributor's Contract for Class A and B shares
dated May 6, 1994 --Incorporated by reference to
Pre-Effective Amendment No. 1 to the Registrant's
Registration Statement.
7b. Copy of Specimen of Dealer Sales Contract --
Incorporated by reference to Pre-Effective
Amendment No. 1 to the Registrant's Registration Statement.
7c. Copy of Specimen of Financial Institution Sales
Contract -- Incorporated by reference to Pre-Effective
Amendment No. 1 to the Registrant's Registration Statement.
8. Not Applicable.
9. Copy of Custodian Agreement with Putnam Fiduciary
Trust Company dated May 3, 1991 as amended July
13, 1992 -- Incorporated by reference to Pre-
Effective Amendment No. 1 to the Registrant's Registration
Statement.
10a. Copy of Class A Distribution Plan and Agreement
dated April 8, 1994 -- Incorporated by reference
to Pre-Effective Amendment No. 1 to the
Registrant's Registration Statement.
10b. Copy of Class B Distribution Plan and Agreement
dated April 8, 1994 -- Incorporated by reference
to Pre-Effective Amendment No. 1 to the
Registrant's Registration Statement.
11. Opinion of Ropes & Gray , including consent --
To be filed by amendment.
12. Opinion of Ropes & Gray as to tax matters -
- To be filed by amendment.
13. Not Applicable.
14a. Consent of Independent Accountants -- Incorporated by
reference to Pre-Effective Amendment No. 1 to the
Registrant's Registration Statement on Form N-14.
15. Not Applicable.
16. Power of Attorney -- Incorporated by reference
to Initial Registration Statement on Form N-14 .
17. Copy of Registrant's Declaration under Rule 24f-2
-- Incorporated by reference to Registrant's
Registration Statement.
<PAGE>
Item 17. Undertakings
(1) The undersigned Registrant agrees that prior to any public
reoffering of the securities registered through the use of
a prospectus which is a part of this Registration
Statement by any person or party who is deemed to be an
underwriter within the meaning of Rule 145(c) under the
Securities Act, the reoffering prospectus will contain the
information called for by the applicable registration form
for reofferings by persons who may be deemed underwriters,
in addition to the information called for by the other
items of the applicable form.
(2) The undersigned Registrant agrees that every prospectus
that is filed under paragraph (1) above will be filed as a
part of an amendment to this Registration Statement and
will not be used until the amendment is effective, and
that, in determining any liability under the Securities
Act, each post-effective amendment shall be deemed to be a
new Registration Statement for the securities offered
therein, and the offering of the securities at that time
shall be deemed to be the initial bona fide offering of
them.
<PAGE>
NOTICE
A copy of the Agreement and Declaration of the Trust, as
amended, of Putnam Intermediate Tax Exempt Fund (the "Fund"), is
on file with the Secretary of State of The Commonwealth of
Massachusetts , and notice is hereby given that this
Pre-Effective Amendment No. 2 to this Registration Statement
has been executed on behalf of the Fund by officers of the Fund
as officers and by its Trustees as trustees and not individually,
and the obligations of or arising out of this Registration
Statement are not binding upon any of the Trustees, officers, or
shareholders of the Fund individually, but are binding only upon
the assets and property of the Registrant.<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant has duly caused this Pre-Effective Amendment
No. 2 to this Registration Statement on Form N-14 to be
signed on its behalf by the undersigned, in the City of Boston
and The Commonwealth of Massachusetts on the 20th day of
April , 1995.
PUTNAM INTERMEDIATE TAX EXEMPT FUND
By: /s/Gordon H. Silver
Gordon H. Silver
Vice President
<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
this Pre-Effective Amendment No. 2 to this Registration
Statement on Form N-14 has been signed below by the following
persons in the capacities and on the date indicated:
Signature Title
George Putnam President and Chairman of the
Board; Principal Executive
Officer;
Trustee
William F. Pounds Vice Chairman; Trustee
John D. Hughes Vice President; Treasurer and
Principal Financial Officer
Paul G. Bucuvalas Assistant Treasurer and Principal
Accounting Officer
Jameson A. Baxter Trustee
Hans H. Estin Trustee
John A. Hill Trustee
Elizabeth T. Kennan Trustee
Lawrence J. Lasser Trustee
Robert E. Patterson Trustee
Donald S. Perkins Trustee
George Putnam, III Trustee
A.J.C. Smith Trustee
W. Nicholas Thorndike Trustee
By: Gordon H. Silver,
as Attorney-in-Fact
April 20, 1995
