UNITED STATES |
SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
FORM N-8F |
I. | General Identifying Information | |
1. | Reason fund is applying to deregister (check only one; for descriptions, see Instruction 1 above): | |
[ X ] | Merger | |
[ ] | Liquidation | |
[ ] | Abandonment of Registration | |
(Note: Abandonments of Registration answer only questions 1 through 15, 24 and 25 of this form | ||
and complete verification at the end of the form.) | ||
[ ] | Election of status as a Business Development Company | |
(Note: Business Development Companies answer only questions 1 through 10 of this form and | ||
complete verification at the end of the form.) |
2. | Name of fund: PUTNAM VOYAGER FUND (the “Fund”) | |||
3. | Securities and Exchange Commission File Nos.: 811-01682; 002-29546 | |||
4. | Is this an initial Form N-8F or an amendment to a previously filed Form N-8F? | |||
[ ] | Initial Application | [ X ] | Amendment | |
5. | Address of Principal Executive Office (include No. & Street, City, State, Zip Code): | |||
100 Federal Street | ||||
Boston, MA 02110 |
6. | Name, address and telephone number of individual the Commission staff should contact with any questions | |
regarding this form: | ||
Bryan Chegwidden, Esq. | Timothy Cormier, Esq. | |
Ropes & Gray LLP | Ropes & Gray LLP | |
1211 Avenue of the Americas | Prudential Tower | |
New York, NY 10036 | 800 Boylston Street | |
(212) 497-3636; or, | Boston, MA 02199 | |
(617) 951-7747 |
7. | Name, address and telephone number of individual or entity responsible for maintenance and preservation of | |
fund records in accordance with rules 31a-1 and 31a-2 under the Act [17 CFR 270.31a-1, .31a-2]: | ||
NOTE: | Once deregistered, a fund is still required to maintain and preserve the records described in rules | |
31a-1 and 31a-2 for the periods specified in those rules. | ||
The records held in accordance with rules 31a-1 and 31a-2 are kept by Putnam Investment Management, | ||
LLC, State Street Bank and Trust Company, and Putnam Investor Services, Inc. (investment adviser, | ||
custodian, and investor servicing agent, respectively). |
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Putnam Investment Management, | State Street Bank and Trust | Putnam Investor Services, | |
LLC | Company | Inc. | |
(maintains records relating to its | (maintains records relating to its | (maintains records relating to | |
function as investment adviser) | function as custodian) | its function as investor | |
100 Federal Street | 2 Avenue de Lafayette | servicing agent) | |
Boston, MA 02110 | Boston, MA 02111 | 100 Federal Street | |
(617) 292-1000 | (617) 786-3000 | Boston, MA 02110 | |
(617) 292-1000 |
8. | Classification of fund (check only one): | |
[ X ] | Management company; | |
[ ] | Unit investment trust; or | |
[ ] | Face-amount certificate company. |
9. | Subclassification if the fund is a management company (check only one): | |||
[ X ] | Open-end | [ ] | Closed-end |
10. | State law under which the fund was organized or formed (e.g., Delaware, Massachusetts): |
Massachusetts |
11. | Provide the name and address of each investment adviser of the fund (including sub-advisers) during the last | |
five years, even if the fund's contracts with those advisers have been terminated. | ||
Putnam Investment Management, LLC | Putnam Investments Limited | |
100 Federal Street | 16 St James's Street | |
Boston, MA 02110 | London, England SW1A 1ER | |
12. | Provide the name and address of each principal underwriter of the fund during the last five years, even if the | |
fund's contracts with those underwriters have been terminated: | ||
Putnam Retail Management Limited Partnership | ||
100 Federal Street | ||
Boston, MA 02110 |
13. | If the fund is a unit investment trust ("UIT") provide: | |
(a) Depositor's name(s) and address(es): | Not applicable. | |
(b) Trustee's name(s) and address(es): | Not applicable. |
14. | Is there a UIT registered under the Act that served as a vehicle for investment in the fund (e.g., an insurance | ||
company separate account)? | |||
[ ] Yes | [ X ] No | ||
If Yes, for each UIT state: | |||
Name(s): | |||
File No.: | |||
Business Address: |
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15. | (a) | Did the fund obtain approval from the board of directors concerning the decision to engage in a | ||
Merger, Liquidation or Abandonment of Registration? | ||||
[ X ] Yes | [ ] No | |||
If Yes, state the date on which the board vote took place: | ||||
April 22, 2016 | ||||
If No, explain: | ||||
(b) | Did the fund obtain approval from the shareholders concerning the decision to engage in a Merger, | |||
Liquidation or Abandonment of Registration? | ||||
[ ] Yes [X] No | ||||
If Yes, state the date on which the shareholder vote took place: | ||||
If No, explain: | Neither Rule 17a-8 under the Investment Company Act of 1940 nor the fund’s | |||
Amended and Restated Agreement and Declaration of Trust or Amended and | ||||
Restated Bylaws required shareholder approval for this transaction. |
II. | Distributions to Shareholders | |||
16. | Has the fund distributed any assets to its shareholders in connection with the Merger or Liquidation? | |||
[ X ] Yes | [ ] No | |||
(a) | If Yes, list the date(s) on which the fund made those distributions: | |||
October 24, 2016 | ||||
(b) | Were the distributions made on the basis of net assets? | |||
[ X ] Yes | [ ] No | |||
(c) | Were the distributions made pro rata based on share ownership? | |||
[ X ] Yes | [ ] No | |||
(d) | If No to (b) or (c) above, describe the method of distributions to shareholders. For Mergers, provide | |||
the exchange ratio(s) used and explain how it was calculated: |
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(e) | Liquidations only: | ||
Were any distributions to shareholders made in kind? | |||
[ ] Yes | [ ] No | ||
If Yes, indicate the percentage of fund shares owned by affiliates, or any other affiliation of | |||
shareholders: |
17. | Closed-end funds only: | ||
Has the fund issued senior securities? | |||
[ ] Yes | [ ] No | ||
If Yes, describe the method of calculating payments to senior security holders and distributions to other | |||
shareholders: | |||
18. | Has the fund distributed all of its assets to the fund's shareholders? | ||
[ X ] Yes | [ ] No | ||
If No, | |||
(a) | How many shareholders does the fund have as of the date this form is filed? | ||
(b) | Describe the relationship of each remaining shareholder to the fund: | ||
19. | Are there any shareholders who have not yet received distributions in complete liquidation of their interests? | ||
[ ] Yes | [ X ] No | ||
If Yes, describe briefly the plans (if any) for distributing to, or preserving the interests of, those shareholders: |
III. | Assets and Liabilities | ||
20. | Does the fund have any assets as of the date this form is filed? | ||
(See question 18 above) | |||
[ ] Yes | [ X ] No | ||
If Yes, | |||
(a) | Describe the type and amount of each asset retained by the fund as of the date this form is filed: | ||
(b) | Why has the fund retained the remaining assets? | ||
(c) | Will the remaining assets be invested in securities? | ||
[ ] Yes | [ ] No |
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21. | Does the fund have any outstanding debts (other than face-amount certificates if the fund is a face-amount | ||
certificate company) or any other liabilities? | |||
[ ] Yes | [ X ] No | ||
If Yes, | |||
(a) | Describe the type and amount of each debt or other liability: | ||
(b) | How does the fund intend to pay these outstanding debts or other liabilities? |
IV. | Information About Event(s) Leading to Request For Deregistration | ||
22. | (a) | List the expenses incurred in connection with the Merger or Liquidation: | |
(i) | Legal expenses: Approximately $ 480,000 | ||
(ii) | Accounting expenses: Approximately $ 77,900 | ||
(iii) | Other expenses (list and identify separately): | ||
Proxy solicitation expenses: Approximately $139,627 | |||
Reports: $46,700 | |||
Postage: $60,069 | |||
Other: $32,858 | |||
(iv) | Total expenses (sum of lines (i)-(iii) above): Approximately $697,527 | ||
(b) | How were those expenses allocated? | ||
Legal and Accounting expenses were allocated based upon relative assets of Putnam Voyager Fund | |||
and Putnam Growth Opportunities Fund on October 21, 2016, and Reports to Shareholder, Postage | |||
and Other were allocated to Putnam Voyager Fund. | |||
(c) | Who paid those expenses? | ||
Putnam Voyager Fund and Putnam Growth Opportunities Fund | |||
(d) | How did the fund pay for unamortized expenses (if any)? | ||
Not applicable. |
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23. | Has the fund previously filed an application for an order of the Commission regarding the Merger or | |
Liquidation? | ||
[ ] Yes | [ X ] No | |
If Yes, cite the release numbers of the Commission's notice and order or, if no notice or order has been | ||
issued, the file number and date the application was filed: | ||
V. | Conclusion of Fund Business | |
24. | Is the fund a party to any litigation or administrative proceeding? | |
[ ] Yes | [ X ] No | |
If Yes, describe the nature of any litigation or proceeding and the position taken by the fund in that litigation: | ||
25. | Is the fund now engaged, or intending to engage, in any business activities other than those necessary for | |
winding up its affairs? | ||
[ ] Yes | [ X ] No | |
If Yes, describe the nature and extent of those activities: |
VI. | Mergers Only | |
26. | (a) | State the name of the fund surviving the Merger: |
Putnam Growth Opportunities Fund, a series of Putnam Investment Funds | ||
(b) | State the Investment Company Act file number of the fund surviving the Merger: | |
Investment Company Act Registration No. 811-07237 | ||
(c) | If the merger or reorganization agreement has been filed with the Commission, state the file | |
number(s), form type used and date the agreement was filed: | ||
File No. 333-212980; Registration Statement on Form N-14 filed on September 6, 2016. | ||
(d) | If the merger or reorganization agreement has not been filed with the Commission, provide a copy of | |
the agreement as an exhibit to this form. | ||
Not applicable. |
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VERIFICATION |
The undersigned states that (i) he has executed this Form N-8F application for an order under section 8(f) of | |
the Investment Company Act of 1940 on behalf of Putnam Voyager Fund, (ii) he is the Executive Vice President, | |
Principal Executive Officer, and Compliance Liaison of Putnam Voyager Fund , and (iii) all actions by shareholders, | |
directors, and any other body necessary to authorize the undersigned to execute and file this Form N-8F application | |
have been taken. | |
The undersigned also states that the facts set forth in this Form N-8F application are true to the best of his | |
knowledge, information, and belief. |
/s/ Jonathan S. Horwitz | ||
Jonathan S. Horwitz | ||
Executive Vice President, Principal Executive | ||
Officer, and Compliance Liaison |
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