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Agreement and Plan of Reorganization

 

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Title:

Agreement and Plan of Reorganization

Entities:

Putnam Global Equity Fund; Ropes & Gray

Date:

2002

Size:

Preview shows 8KB of 64KB total

Price:

$45

ID:

#2331496

 

 

► Plans ► Agreements ► Agreements & Plans of Reorganization
► Services ► Legal

 

 

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AGREEMENT AND PLAN OF REORGANIZATION



This Agreement and Plan of Reorganization (the "Agreement") is made as
of May 2, 2002 in Boston, Massachusetts, by and between Putnam Global
Growth Fund ("Acquiring Fund"), a Massachusetts business trust, Putnam
Investment Funds, a Massachusetts business trust, on behalf of its
Putnam Global Growth and Income Fund series ("Acquired Fund"), and
Putnam Investment Management, LLC, a Delaware limited liability company.

PLAN OF REORGANIZATION

(a) Acquired Fund will sell, assign, convey, transfer and deliver to
Acquiring Fund on the Exchange Date (as defined in Section 6) all of its
properties and assets existing at the Valuation Time (as defined in
Section 3(d)). In consideration therefor, Acquiring Fund shall, on the
Exchange Date, assume all of the liabilities of Acquired Fund existing
at the Valuation Time and deliver to Acquired Fund (i) a number of full
and fractional Class A shares of beneficial interest of Acquiring Fund
(the "Class A Merger Shares") having an aggregate net asset value equal
to the value of the assets of Acquired Fund attributable to Class A
shares of Acquired Fund transferred to Acquiring Fund on such date less
the value of the liabilities of Acquired Fund attributable to Class A
shares of Acquired Fund assumed by Acquiring Fund on such date; (ii) a
number of full and fractional Class B shares of beneficial interest of
Acquiring Fund (the "Class B Merger Shares") having an aggregate net
asset value equal to the value of the assets of Acquired Fund
attributable to Class B shares of Acquired Fund transferred to Acquiring
Fund on such date less the value of the liabilities of Acquired Fund
attributable to Class B shares of Acquired Fund assumed by Acquiring
Fund on such date; (iii) a number of full and fractional Class C shares
of beneficial interest of Acquiring Fund (the "Class C Merger Shares")
having an aggregate net asset value equal to the value of the assets of
Acquired Fund attributable to Class C shares of Acquired Fund
transferred to Acquiring Fund on such date less the value of the
liabilities of Acquired Fund attributable to Class C shares of Acquired
Fund assumed by Acquiring Fund on such date; and (iv) a number of full
and fractional Class M shares of beneficial interest of Acquiring Fund
(the "Class M Merger Shares") having an aggregate net asset value equal
to the value of the assets of Acquired Fund attributable to Class M
shares of Acquired Fund transferred to Acquiring Fund on such date less
the value of the liabilities of Acquired Fund attributable to Class M
shares of Acquired Fund assumed by Acquiring Fund on such date. The
Class A Merger Shares, the Class B Merger Shares, the Class C Merger
Shares and the Class M Merger Shares shall be referred to collectively
as the "Merger Shares." It is intended that the reorganization
described in this Plan shall be a reorganization within the meaning of
Section 368 of the Internal Revenue Code of 1986, as amended (the
"Code"). Prior to the Exchange Date, Acquired Fund will declare and pay
to its shareholders a dividend and/or other distribution in an amount
such that it will have distributed all of its net investment income and
capital gains as described in Section 8(l) hereof.

(b) Upon consummation of the transactions described in paragraph (a) of
this Agreement, Acquired Fund shall distribute in complete liquidation
to its Class A, Class B, Class C and Class M shareholders of record as
of the Exchange Date Class A, Class B, Class C and Class M Merger
Shares, each shareholder being entitled to receive that proportion of
such Class A, Class B, Class C or Class M Merger Shares that the number
of Class A, Class B, Class C or Class M shares of beneficial interest of
Acquired Fund held by such shareholder bears to the number of such Class
A, Class B, Class C or Class M shares of Acquired Fund outstanding on
such date. Certificates representing the Merger Shares will be issued
only if the shareholder so requests.


AGREEMENT

Acquiring Fund and Acquired Fund agree as follows:

1. Representations and warranties of Acquiring Fund. Acquiring Fund
represents and warrants to and agrees with Acquired Fund that:

(a) Acquiring Fund is a business trust duly established and validly
existing under the laws of The Commonwealth of Massachusetts, and has
power to own all of its properties and assets and to carry out its
obligations under this Agreement. Acquiring Fund is not required to
qualify as a foreign association in any jurisdiction. Acquiring Fund
has all necessary federal, state and local authorizations to carry on
its business as now being conducted and to carry out this Agreement.

(b) Acquiring Fund is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as an open-end management investment
company, and such registration has not been revoked or rescinded and is
in full force and effect.

(c) A statement of assets and liabilities, statement of operations,
statement of changes in net assets and schedule of investments
(indicating their market values) of Acquiring Fund for the fiscal year
ended October 31, 2001, such statements and schedule having been audited
by KPMG LLP, independent accountants, have been furnished to Acquired
Fund. Such statement of assets and liabilities and schedule of
investments fairly present the financial position of Acquiring Fund as
of the dates thereof and such statement of operations and changes in net
assets fairly reflect the results of its operations and changes in net
assets for the periods covered thereby in conformity with generally
accepted accounting principles.

(d) The prospectus and statement of additional information dated
February 28, 2002, previously furnished to Acquired Fund, and any
amendment or supplement thereto or any superseding prospectus or
statement of additional information in respect thereof in effect prior
to the Exchange Date, which will be furnished to Acquired Fund
(collectively, the "Acquiring Fund Prospectus") do not, as of the date
hereof, and will not, as of the Exchange Date, contain any untrue
statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not
misleading; provided however, that Acquiring Fund makes no
representation or warranty as to any information in the Acquiring Fund
Prospectus that does not specifically relate to Acquiring Fund.

(e) There are no material legal, administrative or other proceedings
pending or, to the knowledge of Acquiring Fund, threatened against
Acquiring Fund which assert liability or may, if successfully prosecuted
to their conclusion, result in liability on the part of Acquiring Fund,
other than as have been disclosed in the Prospectus (as defined below).

(f) Acquiring Fund has no known liabilities of a material nature,
contingent or otherwise, other than those shown as belonging to it on
its statement of assets and liabilities as of October 31, 2001 and those
incurred in the ordinary course of Acquiring Fund's business as an
investment company since such date.

 

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