485BPOS 1 a_intleq485b.htm PUTNAM INTERNATIONAL EQUITY FUND a_intleq485b.htm
As filed with the Securities and Exchange Commission on  
 
July 25, 2019  
 
Securities Act File No. 333-229796 
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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 INTERNATIONAL EQUITY FUND  
(Exact Name of Registrant as Specified in Charter)  
 
100 Federal Street, Boston, Massachusetts 02110  
(Address of Principal Executive Offices)  
 
(617) 292-1000  
(Area Code and Telephone Number)   
 
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ROBERT T. BURNS, Vice President  
Putnam International Equity Fund  
100 Federal Street  
Boston, Massachusetts 02110  
(Name and address of agent for service)  
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Copy to:  
BRYAN CHEGWIDDEN, Esquire  
ROPES & GRAY LLP  
1211 Avenue of the Americas  
New York, New York 10036  

 


It is proposed that this filing will become effective immediately upon filing pursuant to Rule 485(b) under the Securities Act of 1933, as amended.

This filing is being made solely for the purpose of adding exhibits. No other part of the Registration Statement is amended or superseded hereby.

No filing fee is required because of reliance on Section 24(f) of Rule 24f-2 under the Investment Company Act of 1940.

 
 
EXPLANATORY NOTE 

 

This Post-Effective Amendment consists of the following:

1) Facing Sheet of the Registration Statement.

2) Part C of the Registration Statement (including signature page).

3) Exhibits 12(a) and 12(b) to Item 16 of the Registration Statement.

4) Exhibits 13(r) and 13(s) to Item 16 of the Registration Statement.

This Post-Effective Amendment is being filed solely to file the opinion and consent of counsel as to tax matters in connection with the merger of Putnam Europe Equity Fund with and into the Registrant, as Exhibits 12(a) and 12(b) to Item 16 of this Registration Statement on Form N-14.

Parts A and B of the Registration Statement on Form N-14 as filed by the Registrant (File No. 333-229796) with the Securities and Exchange Commission on February 22, 2019, as amended on April 2, 2019 (0000928816-19-000648), are incorporated by reference herein.

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PUTNAM INTERNATIONAL EQUITY FUND 
 
FORM N-14
PART C
 
OTHER INFORMATION

 

Item 15.  Indemnification

Reference is made to Article VIII, sections 1 through 3, of the Registrant’s Amended and Restated Agreement and Declaration of Trust, which is incorporated by reference to Post-Effective Amendment No. 30 to the Registrant’s Registration Statement on Form N-1A under the Investment Company Act of 1940, as amended, (File No. 811-06190). In addition, the Registrant maintains a trustees and officers liability insurance policy under which the Registrant and its trustees and officers are named insureds. Certain service providers to the Registrant also have contractually agreed to indemnify and hold harmless the trustees against liability arising in connection with the service provider’s performance of services under the relevant agreement.

The Massachusetts business trusts comprising The Putnam Funds (each, a “Trust”) have also agreed to contractually indemnify each Trustee. The agreement between the Trusts and each Trustee, in addition to delineating certain procedural aspects relating to indemnification and advancement of expenses to the fullest extent permitted by the Registrant’s Amended and Restated Agreement and Declaration of Trust and Amended and Restated Bylaws and the laws of The Commonwealth of Massachusetts, the Securities Act of 1933, the Securities Exchange Act of 1934 and the Investment Company Act of 1940, as now or hereafter in force, provides that each Trust severally shall indemnify and hold harmless the Trustee against any and all expenses actually and reasonably incurred by the Trustee in any proceeding arising out of or in connection with the Trustee’s service to the Trust, unless the Trustee has been adjudicated in a final adjudication on the merits to have engaged in certain disabling conduct.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to trustees, officers and controlling persons of the Registrant by the Registrant pursuant to the Registrant’s organizational instruments or otherwise, the Registrant is aware that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and, therefore, is unenforceable.

Item 16. Exhibits

(1) Amended and Restated Agreement and Declaration of Trust dated April 17, 2014 – Incorporated by reference to Post-Effective Amendment No. 30 to the Registrant’s Registration Statement filed on October 28, 2014.

(2)(a) Amended and Restated Bylaws dated as of October 17, 2014 – Incorporated by reference to Post-Effective Amendment No. 30 to the Registrant’s Registration Statement filed on October 28, 2014.


(2)(b) Amendment to Amended and Restated Bylaws dated as of April 22, 2016 – Incorporated by reference to Post-Effective Amendment No. 34 to the Registrant’s Registration Statement filed on October 27, 2016.

(3) Not applicable.

(4) Form of Agreement and Plan of Reorganization -- included as Appendix A to Part A hereof.

(5)(a) Portions of Agreement and Declaration of Trust Relating to Shareholders' Rights – Incorporated by reference to Post-Effective Amendment No. 30 to the Registrant’s Registration Statement filed on October 28, 2014.

(5)(b) Portions of Bylaws Relating to Shareholders' Rights – Incorporated by reference to Post-Effective Amendment No. 30 to the Registrant’s Registration Statement filed on October 28, 2014.

(6)(a) Amended and Restated Management Contract with Putnam Investment Management, LLC dated January 25, 2019 – Incorporated by reference to the Registrant’s registration statement on Form N-14 filed on February 22, 2019.

(6)(b) Sub-Management Contract between Putnam Investment Management, LLC and Putnam Investments Limited dated February 27, 2014; Schedule A amended as of October 27, 2016 -- Incorporated by reference to Post-Effective Amendment No. 36 to the Registrant’s Registration Statement filed on December 30, 2016.

(6)(c) Sub-Advisory Contract among Putnam Investment Management, LLC, Putnam Investments Limited and The Putnam Advisory Company, LLC dated February 27, 2014 -- Incorporated by reference to Post-Effective Amendment No. 30 to the Registrant’s Registration Statement filed on October 28, 2014.

(7)(a) Amended and Restated Distributor’s Contract with Putnam Retail Management Limited Partnership dated July 1, 2013 – Incorporated by reference to Post-Effective Amendment No. 28 to the Registrant’s Registration Statement filed on October 28, 2013.

(7)(b)(i) Form of Dealer Sales Contract dated March 27, 2012 – Incorporated by reference to Post-Effective Amendment No. 24 to the Registrant’s Registration Statement filed on June 28, 2012.

(7)(b)(ii) Schedule of Dealer Sales Contracts conforming in all material respects to the Form of Dealer Sales Contract filed as Exhibit (7)(b)(i) but which have not been filed as exhibits to the Registrant's Registration Statement in reliance on Rule 483(d)(2) under the Securities Act of 1933, as amended – Incorporated by reference to Post-Effective Amendment No. 32 to the Registrant’s Registration Statement filed on October 27, 2015.


(7)(c)(i) Form of Financial Institution Sales Contract dated March 27, 2012 – Incorporated by reference to Post-Effective Amendment No. 24 to the Registrant’s Registration Statement filed on June 28, 2012.

(7)(c)(ii) Schedule of Financial Institution Sales Contracts conforming in all material respects to the Form of Financial Institution Sales Contract filed as Exhibit (7)(c)(i) but which have not been filed as exhibits to the Registrant's Registration Statement in reliance on Rule 483(d)(2) under the Securities Act of 1933, as amended – Incorporated by reference to Post-Effective Amendment No. 32 to the Registrant’s Registration Statement filed on October 27, 2015.

(8) Trustee Retirement Plan dated October 4, 1996, as amended July 21, 2000 – Incorporated by reference to Post-Effective Amendment No. 15 to the Registrant’s Registration Statement filed on October 27, 2005.

(9)(a) Master Custodian Agreement with State Street Bank and Trust Company dated January 1, 2007; Appendix A amended as of July 24, 2017 – Incorporated by reference to Post-Effective Amendment No. 39 to the Registrant’s Registration Statement filed on October 27, 2017.

(9)(b) Amendment to Master Custodian Agreement with State Street Bank and Trust Company dated August 1, 2013 – Incorporated by reference to Post-Effective Amendment No. 28 to the Registrant’s Registration Statement filed on October 28, 2013.

(10)(a) Class A Distribution Plan and Agreement dated November 2, 1990, and as amended June 1, 1994 -- Incorporated by reference to Post-Effective Amendment No. 4 to the Registrant's Registration Statement filed on October 31, 1994.

(10)(b) Class B Distribution Plan and Agreement dated June 1, 1994 -- Incorporated by reference to Post-Effective Amendment No. 4 to the Registrant's Registration Statement filed on October 31, 1994.

(10)(c) Class C Distribution Plan and Agreement dated July 16, 1999 -- Incorporated by reference to Post-Effective Amendment No. 9 to the Registrant's Registration Statement filed on October 29, 1999.

(10)(d) Class M Distribution Plan and Agreement dated November 28, 1994 -- Incorporated by reference to Post-Effective Amendment No. 5 to the Registrant's Registration Statement filed on October 31, 1995.

(10)(e) Class R Distribution Plan and Agreement dated November 15, 2002 -- Incorporated by reference to Post-Effective Amendment No. 13 to the Registrant’s Registration Statement filed on October 28, 2003.

(10)(f) Class T Distribution Plan and Agreement dated February 22, 2017 – Incorporated by reference to Post-Effective Amendment No. 38 to the Registrant’s Registration Statement filed on February 28, 2017.


(10)(g)(i) Form of Dealer Service Agreement -- Incorporated by reference to Post-Effective Amendment No. 7 to the Registrant’s Registration Statement filed on October 28, 1997.

(10)(g)(ii) Schedule of Dealer Service Agreements conforming in all material respects to the Form of Dealer Service Agreement filed as Exhibit (10)(g)(i) but which have not been filed as exhibits to the Registrant's Registration Statement in reliance on Rule 483(d)(2) under the Securities Act of 1933, as amended -- Incorporated by reference to Post-Effective Amendment No. 32 to the Registrant’s Registration Statement filed on October 27, 2015.

(10)(h)(i) Form of Financial Institution Service Agreement -- Incorporated by reference to Post-Effective Amendment No. 7 to the Registrant’s Registration Statement filed on October 28, 1997.

(10)(h)(ii) Schedule of Financial Institution Service Agreements conforming in all material respects to the Form of Financial Institution Service Agreement filed as Exhibit (10)(h)(i) but which have not been filed as exhibits to the Registrant's Registration Statement in reliance on Rule 483(d)(2) under the Securities Act of 1933, as amended -- Incorporated by reference to Post-Effective Amendment No. 32 to the Registrant’s Registration Statement filed on October 27, 2015.

(10)(i) Rule 18f-3 Plan dated November 1, 1999, as most recently amended November 16, 2018 – Incorporated by reference to the Registrant’s registration statement on Form N-14 filed on February 22, 2019.

(11) Opinion and consent of Ropes & Gray LLP – Incorporated by reference to the Registrant’s registration statement on Form N-14 filed on February 22, 2019.

(12)(a) Opinion of Ropes & Gray LLP with respect to tax matters – Filed herewith.

(12)(b) Consent of Ropes & Gray LLP with respect to tax matters – Filed herewith.

(13)(a) Amended & Restated Investor Servicing Agreement — Open-End Funds with Putnam Investment Management, LLC and Putnam Investor Services, Inc. dated July 1, 2013; Appendix A amended as of July 24, 2017 – Incorporated by reference to Post-Effective Amendment No. 39 to the Registrant’s Registration Statement filed on October 27, 2017.

(13)(b) Letter of Indemnity with Putnam Investment Management, LLC dated December 18, 2003 -- Incorporated by reference to Post-Effective Amendment No. 14 to the Registrant’s Registration Statement filed on October 28, 2004.

(13)(c) Liability Insurance Allocation Agreement dated December 18, 2003 – Incorporated by reference to Post-Effective Amendment No. 14 to the Registrant’s Registration Statement filed on October 28, 2004.


(13)(d) Master Sub-Accounting Services Agreement between Putnam Investment Management, LLC and State Street Bank and Trust Company dated January 1, 2007; Appendix A amended as of July 24, 2017 -- Incorporated by reference to Post-Effective Amendment No. 39 to the Registrant’s Registration Statement filed on October 27, 2017.

(13)(e) Amendment to Master Sub-Accounting Services Agreement between Putnam Investment Management, LLC and State Street Bank and Trust Company dated August 1, 2013 – Incorporated by reference to Post-Effective Amendment No. 28 to the Registrant’s Registration Statement filed on October 28, 2013.

(13)(f) Master Interfund Lending Agreement with the Trusts party thereto and Putnam Investment Management, LLC dated July 16, 2010; Schedule A amended as September 15, 2017; Schedule B amended as of September 15, 2017 – Incorporated by reference to Post-Effective Amendment No. 39 to the Registrant’s Registration Statement filed on October 27, 2017.

(13)(g) Credit Agreement with State Street Bank and Trust Company and certain other lenders dated September 24, 2015 -- Incorporated by reference to Post-Effective Amendment No. 32 to the Registrant’s Registration Statement filed on October 27, 2015.

(13)(h) Joinder Agreement No. 1 to Credit Agreement with State Street Bank and Trust Company and certain other lenders dated August 29, 2016 -- Incorporated by reference to Post-Effective Amendment No. 34 to the Registrant’s Registration Statement filed on October 27, 2016.

(13)(i) Amendment No. 1 to Credit Agreement with State Street Bank and Trust Company dated September 22, 2016 -- Incorporated by reference to Post-Effective Amendment No. 34 to the Registrant’s Registration Statement filed on October 27, 2016.

(13)(j) Amendment No. 2 to Credit Agreement with State Street Bank and Trust Company, dated September 21, 2017 -- Incorporated by reference to Post-Effective Amendment No. 39 to the Registrant’s Registration Statement filed on October 27, 2017.

(13)(k) Amendment No. 3 to Credit Agreement with State Street Bank and Trust Company, dated September 20, 2018 -- Incorporated by reference to Post-Effective Amendment No. 41 to the Registrant’s Registration Statement filed on October 25, 2018.

(13)(l) Amended and Restated Uncommitted Line of Credit Agreement with State Street Bank and Trust Company dated September 24, 2015 -- Incorporated by reference to Post-Effective Amendment No. 32 to the Registrant’s Registration Statement filed on October 27, 2015.


(13)(m) First Amendment to Amended and Restated Uncommitted Line of Credit Agreement with State Street Bank and Trust Company, dated August 29, 2016 -- Incorporated by reference to Post-Effective Amendment No. 34 to the Registrant’s Registration Statement filed on October 27, 2016.

(13)(n) Second Amendment to Amended and Restated Uncommitted Line of Credit Agreement with State Street Bank and Trust Company, dated September 22, 2016 -- Incorporated by reference to Post-Effective Amendment No. 34 to the Registrant’s Registration Statement filed on October 27, 2016.

(13)(o) Third Amendment to Amended and Restated Uncommitted Line of Credit Agreement with State Street Bank and Trust Company, dated September 21, 2017 -- Incorporated by reference to Post-Effective Amendment No. 39 to the Registrant’s Registration Statement filed on October 27, 2017.

(13)(p) Fourth Amendment to Amended and Restated Uncommitted Line of Credit Agreement with State Street Bank and Trust Company, dated September 20, 2018 -- Incorporated by reference to Post-Effective Amendment No. 41 to the Registrant’s Registration Statement filed on October 25, 2018.

(13)(q)(i) Form of Indemnification Agreement dated March 18, 2016 -- Incorporated by reference to Post-Effective Amendment No. 34 to the Registrant’s Registration Statement filed on October 27, 2016.

(13)(q)(ii) Schedule of Indemnification Agreements conforming in all material respects to the Form of Indemnification Agreement filed as Exhibit (13)(q)(i) but which have not been filed as exhibits to the Registrant's Registration Statement in reliance on Rule 483(d)(2) under the Securities Act of 1933, as amended -- Incorporated by reference to Post-Effective Amendment No. 34 to the Registrant’s Registration Statement filed on October 27, 2016.

(13)(r) Expense Limitation Agreement with Putnam Investment Management, LLC (“PIM”) dated June 28, 2019 – Filed herewith.

(13)(s) Expense Limitation Agreement with Putnam Investor Services, Inc. (“PSERV”) dated June 28, 2019 – Filed herewith.

(14)(a) Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm to Putnam Europe Equity Fund – Incorporated by reference to the Registrant’s Registration Statement on Form N-14 filed on April 2, 2019.

(14)(b) Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm to Putnam International Equity Fund – Incorporated by reference to the Registrant’s Registration Statement on Form N-14 filed on April 2, 2019.

(15) Not applicable.


(16) Power of Attorney – Incorporated by reference to the Registrant’s registration statement on Form N-14 filed on February 22, 2019.

(17) Not applicable.

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 of 1933, as amended (the “1933 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 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 1933 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.


NOTICE 

 

A copy of the Amended and Restated Agreement and Declaration of Trust of Putnam International Equity Fund is on file with the Secretary of The Commonwealth of Massachusetts and notice is hereby given that this instrument is executed on behalf of the Registrant by an officer of the Registrant as an officer and not individually and the obligations of or arising out of this instrument are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and property of the Registrant.

 

SIGNATURES 

 

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement under Rule 485(b) under the Securities Act of 1933, as amended, and has duly caused this Amendment to its Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Boston, and The Commonwealth of Massachusetts, on the 25th day of July, 2019.

 

PUTNAM INTERNATIONAL EQUITY FUND 
 
By:  /s/ JONATHAN S. HORWITZ 
Name:  Jonathan S. Horwitz 
Title:  Executive Vice President, Principal Executive 
  Officer, and Compliance Liaison 

 

As required by the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

 

Signature  Title 
 
/s/ KENNETH R. LEIBLER*  Chair, Board of Trustees 
Kenneth R. Leibler   
 
/s/ ROBERT L. REYNOLDS*  President and Trustee 
Robert L. Reynolds   
 
/s/ JONATHAN S. HORWITZ*  Executive Vice President, Principal 
Jonathan S. Horwitz  Executive Officer and Compliance 
  Liaison 
 
/s/ JANET C. SMITH*  Vice President, Principal Financial Officer, 
Janet C. Smith  Principal Accounting Officer and 
  Assistant Treasurer 

 


/s/ LIAQUAT AHAMED*  Trustee 
Liaquat Ahamed   
 
/s/ BARBARA M. BAUMANN*  Trustee 
Barbara M. Baumann   
 
/s/ KATINKA DOMOTORFFY*  Trustee 
Katinka Domotorffy   
 
/s/ CATHARINE BOND HILL*  Trustee 
Catharine Bond Hill   
 
/s/ PAUL L. JOSKOW*  Trustee 
Paul L. Joskow   
 
/s/ GEORGE PUTNAM, III*  Trustee 
George Putnam, III   
 
/s/ MANOJ P. SINGH*  Trustee 
Manoj P. Singh   

 

*  By: /s/ JONATHAN S. HORWITZ, as 
Attorney-in-Fact pursuant to Power of 
Attorney filed in the Registrant’s 
registration statement on Form N-14 on 
February 22, 2019 
Dated: July 25, 2019 

 


Exhibit Index 

 

Exhibit  Exhibit Title 
Number   
 
(12)(a)  Opinion of Ropes & Gray LLP with respect to tax matters 
 
(12)(b)  Consent of Ropes & Gray LLP with respect to tax matters 
 
(13)(r)  Expense Limitation Agreement with Putnam Investment Management, LLC (“PIM”) dated June 28, 2019 
 
(13)(s)  Expense Limitation Agreement with Putnam Investor Services, Inc. (“PSERV”) dated June 28, 2019