0000869392-14-000195.txt : 20141229
0000869392-14-000195.hdr.sgml : 20141225
20141229162423
ACCESSION NUMBER: 0000869392-14-000195
CONFORMED SUBMISSION TYPE: NSAR-B
PUBLIC DOCUMENT COUNT: 7
CONFORMED PERIOD OF REPORT: 20141031
FILED AS OF DATE: 20141229
DATE AS OF CHANGE: 20141229
EFFECTIVENESS DATE: 20141229
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: PUTNAM MANAGED MUNICIPAL INCOME TRUST
CENTRAL INDEX KEY: 0000844790
IRS NUMBER: 046608976
STATE OF INCORPORATION: MA
FISCAL YEAR END: 1031
FILING VALUES:
FORM TYPE: NSAR-B
SEC ACT: 1940 Act
SEC FILE NUMBER: 811-05740
FILM NUMBER: 141312990
BUSINESS ADDRESS:
STREET 1: ONE POST OFFICE SQ
STREET 2: MAILSTOP A14
CITY: BOSTON
STATE: MA
ZIP: 02109
BUSINESS PHONE: 6172921000
NSAR-B
1
answer.fil
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PAGE 2
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PAGE 9
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SIGNATURE JANET C. SMITH
TITLE PRINC. ACCT. OFFICER
EX-99
2
auditlr052.txt
Report of Independent Registered Public Accounting Firm
The Board of Trustees and Shareholders
Putnam Managed Municipal Income Trust:
In planning and performing our audit of the financial statements
of Putnam Managed Municipal Income Trust (the Fund) as of and for
the year ended October 31, 2014, in accordance with the standards
of the Public Company Accounting Oversight Board (United States),
we considered the Funds internal control over financial
reporting, including controls over safeguarding securities, as a
basis for designing our auditing procedures for the purpose of
expressing our opinion on the financial statements and to comply
with the requirements of Form NSAR, but not for the purpose of
expressing an opinion on the effectiveness of the Funds internal
control over financial reporting. Accordingly, we express no
such opinion.
Management of the Fund is responsible for establishing and
maintaining effective internal control over financial reporting.
In fulfilling this responsibility, estimates and judgments by
management are required to assess the expected benefits and
related costs of controls. A companys internal control over
financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles (GAAP).
A companys internal control over financial reporting includes
those policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial
statements in accordance with GAAP, and that receipts and
expenditures of the company are being made only in accordance
with authorizations of management and trustees of the company;
and (3) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use or disposition
of the companys assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
A deficiency in internal control over financial reporting exists
when the design or operation of a control does not allow
management or employees, in the normal course of performing their
assigned functions, to prevent or detect misstatements on a
timely basis. A material weakness is a deficiency, or a
combination of deficiencies, in internal control over financial
reporting, such that there is a reasonable possibility that a
material misstatement of a funds annual or interim financial
statements will not be prevented or detected on a timely basis.
Our consideration of the Funds internal control over financial
reporting was for the limited purpose described in the first
paragraph and would not necessarily disclose all deficiencies in
internal control that might be material weaknesses under
standards established by the Public Company Accounting Oversight
Board (United States). However, we noted no deficiencies in the
Funds internal control over financial reporting and its
operation, including controls over safeguarding securities, that
we consider to be a material weakness as defined above as of
October 31, 2014.
This report is intended solely for the information and use of
management and the Board of Trustees of Putnam Managed Municipal
Income Trust and the Securities and Exchange Commission and is
not intended to be and should not be used by anyone other than
these specified parties.
/s/ KPMG LLP
Boston, Massachusetts
December 12, 2014
EX-99
3
decoftrust052.txt
PUTNAM MANAGED MUNICIPAL INCOME TRUST
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
This AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
made at Boston, Massachusetts, on this 19th day of September,
2014, hereby amends and restates in its entirety the Agreement
and Declaration of Trust dated February 3, 1989, as heretofore
amended, by the Trustees hereunder and by the holders of shares
of beneficial interest issued hereunder as hereinafter provided.
WITNESSETH that
WHEREAS, this Trust has been formed to carry on the business
of an investment company and
WHEREAS, the Trustees have agreed to manage all property
coming into their hands as trustees of a Massachusetts voluntary
association with transferable shares in accordance with the
provisions hereinafter set forth
NOW, THEREFORE, the Trustees hereby declare that they will
hold all cash, securities and other assets, which they may from
time to time acquire in any manner as Trustees hereunder, IN
TRUST to manage and dispose of the same upon the following terms
and conditions for the benefit of the holders from time to time
of Shares in this Trust as hereinafter set forth.
ARTICLE I
Name and Definitions
Name
Section 1. This Trust shall be known as Putnam Managed
Municipal Income Trust, and the Trustees shall conduct the
business of the Trust under that name or any other name as they
may from time to time determine.
Definitions
Section 2. Whenever used herein, unless otherwise required by
the context or specifically provided:
(a) The Trust refers to the Massachusetts business trust
established by this Agreement and Declaration of Trust, as
amended from time to time
(b) Trustees refers to the Trustees of the Trust elected in
accordance with Article IV
(c) Shares means the equal proportionate transferable units
of interest into which the beneficial interest in the Trust
shall be divided from time to time or, if more than one
class or series of Shares is authorized by the Trustees, the
equal proportionate transferable units into which each class
or series of Shares shall be divided from time to time
(d) Shareholder means a record owner of Shares
(e) The 1940 Act refers to the Investment Company Act of
1940 and the Rules and Regulations thereunder, all as
amended from time to time
(f) The terms Affiliated Person, Assignment, Commission,
Interested Person, Principal Underwriter and Majority
Shareholder Vote (the 67% or 50% requirement of the third
sentence of Section 2(a)(42) of the 1940 Act, whichever may
be applicable) shall have the meanings given them in the
1940 Act (as modified by any applicable exemptive order
issued thereunder by the Securities and Exchange Commission)
(g) Declaration of Trust shall mean this Agreement and
Declaration of Trust as amended or restated from time to
time
(h) Bylaws shall mean the Bylaws of the Trust as amended or
restated from time to time
(i) The term class or class of Shares refers to the
division of Shares into two or more classes as provided in
Article III, Section 1 hereof and
(j) The term series or series of Shares refers to the
division of Shares representing any class into two or more
series as provided in Article III, Section 1 hereof.
ARTICLE II
Purpose of Trust
The purpose of the Trust is to provide investors a managed
investment primarily in securities, debt instruments and other
instruments and rights of a financial character.
ARTICLE III
Shares
Division of Beneficial Interest
Section 1. The number of Shares of each class or series
authorized shall be unlimited except as the Bylaws may otherwise
provide. The Trustees may, without Shareholder approval,
authorize one or more classes of Shares (which classes may be
divided into two or more series), Shares of each such class or
series having such preferences, voting powers and special or
relative rights or privileges (including conversion rights, if
any) as the Trustees may determine and as shall be set forth in
the Bylaws. The Trustees may, without Shareholder approval, from
time to time divide or combine the Shares of any class or series
into a greater or lesser number without thereby changing the
proportionate beneficial interests in the class or series.
Ownership of Shares
Section 2. The ownership of Shares shall be recorded on the
books of the Trust or a transfer or similar agent. No
certificates certifying the ownership of Shares shall be issued
except as the Trustees may otherwise determine from time to time.
The Trustees may make such rules as they consider appropriate for
the issuance of Share certificates, the retirement of Share
certificates, the transfer of Shares and similar matters. The
record books of the Trust as kept by the Trust or any transfer or
similar agent, as the case may be, shall be conclusive as to who
are the Shareholders of each class or series and as to the number
of Shares of each class or series held from time to time by each
Shareholder.
Investment in the Trust
Section 3. The Trustees shall accept investments in the Trust
from such persons and on such terms and for such consideration,
which may consist of cash or tangible or intangible property or a
combination thereof, as they or the Bylaws from time to time
authorize.
No Preemptive Rights
Section 4. Shareholders shall have no preemptive or other
right to subscribe to any additional Shares or other securities
issued by the Trust.
Status of Shares and Limitation of Personal Liability
Section 5. Shares shall be deemed to be personal property
giving only the rights provided in this Declaration of Trust or
the Bylaws. Every Shareholder by virtue of having become a
Shareholder shall be held to have expressly assented and agreed
to the terms of this Declaration of Trust and the Bylaws and to
have become a party hereto and thereto. The death of a
Shareholder during the continuance of the Trust shall not operate
to terminate the same nor entitle the representative of any
deceased Shareholder to an accounting or to take any action in
court or elsewhere against the Trust or the Trustees, but only to
the rights of said decedent under this Trust. Ownership of
Shares shall not entitle the Shareholder to any title in or to
the whole or any part of the Trust property or right to call for
a partition or division of the same or for an accounting, nor
shall the ownership of Shares constitute the Shareholders
partners. Neither the Trust nor the Trustees, nor any officer,
employee or agent of the Trust shall have any power to bind
personally any Shareholder, nor except as specifically provided
herein to call upon any Shareholder for the payment of any sum of
money or assessment whatsoever other than such as the Shareholder
may at any time personally agree to pay.
Derivative Actions
Section 6. No Shareholder shall have the right to bring or
maintain any court action, proceeding or claim on behalf of the
Trust without first making demand on the Trustees requesting the
Trustees to bring or maintain such action, proceeding or claim.
Such demand shall be mailed to the Clerk of the Trust at the
Trusts principal office and shall set forth in reasonable detail
the nature of the proposed court action, proceeding or claim and
the essential facts relied upon by the Shareholder to support the
allegations made in the demand. The Trustees may determine
whether the bringing or maintenance of any such action,
proceeding or claim is in the best interests of the Trust or,
alternatively, in their sole discretion, may submit the matter to
a vote of the Shareholders of the Trust. Any such determination
made by the Trustees in good faith shall be binding on all
Shareholders.
Exclusive Selection of Forum for Certain Shareholder Actions
Section 7. Any action brought by a Shareholder seeking to
enforce any right or privilege of Shareholders under this
Declaration of Trust, challenging the powers of the Trustees
thereunder, alleging a breach of fiduciary duty by any Trustee or
officer of the Trust or otherwise involving primarily the
internal affairs of the Trust may be brought only in the courts
of The Commonwealth of Massachusetts.
ARTICLE IV
The Trustees
Election
Section 1. Subject to the voting powers of one or more
classes or series of Shares as set forth in the Bylaws, in each
year beginning in 1990, at the annual meeting of Shareholders or
at any special meeting held in lieu thereof, or at any special
meeting held before 1990, the Shareholders shall fix the number
of and elect a Board of not less than three Trustees, each of
whom shall serve until the next annual meeting or special meeting
in lieu thereof and until the election and qualification of his
or her successor, or until he or she sooner dies, resigns or is
removed. At any meeting called for the purpose and subject to
the voting powers of one or more classes of Shares as set forth
in the Bylaws, a Trustee may be removed by vote of the holders of
twothirds of the outstanding Shares entitled to vote, except that
a Trustee elected by the holders of one or more classes of Shares
may be removed only by vote of the holders of twothirds of the
Shares entitled to vote for such Trustee. The initial Trustees,
each of whom shall serve until the first meeting of Shareholders
at which Trustees are elected and until his or her successor is
elected and qualified, or until he or she sooner dies, resigns or
is removed, shall be George Putnam, Richard M. Cutler and Alla
OBrien and such other persons as the Trustee or Trustees then in
office shall, prior to any sale of Shares pursuant to a public
offering, elect.
Effect of Death, Resignation, etc. of a Trustee
Section 2. The death, declination, resignation, retirement,
removal or incapacity of the Trustees, or any one of them, shall
not operate to annul the Trust or to revoke any existing agency
created pursuant to the terms of this Declaration of Trust.
Powers
Section 3. Subject to the provisions of this Declaration of
Trust, the business of the Trust shall be managed by the
Trustees, and they shall have all powers necessary or convenient
to carry out that responsibility. Without limiting the
foregoing, the Trustees may adopt Bylaws not inconsistent with
this Declaration of Trust providing for the conduct of the
business of the Trust and may amend and repeal them to the extent
that such Bylaws do not reserve that right to the Shareholders of
one or more classes or series. Subject to the voting power of
one or more classes or series of Shares, as set forth in the
Bylaws, the Trustees may fill vacancies in or add to their
number, and may elect and remove such officers and appoint and
terminate such agents as they consider appropriate they may
appoint from their own number, and terminate, any one or more
committees consisting of two or more Trustees, including an
executive committee which may, when the Trustees are not in
session, exercise some or all of the power and authority of the
Trustees as the Trustees may determine they may employ one or
more custodians of the assets of the Trust and may authorize such
custodians to employ subcustodians and to deposit all or any part
of such assets in a system or systems for the central handling of
securities, retain a transfer agent or a Shareholder servicing
agent, or both, provide for the distribution of Shares by the
Trust, through one or more principal underwriters or otherwise,
set record dates for the determination of Shareholders with
respect to various matters, and in general delegate such
authority as they consider desirable to any officer of the Trust,
to any committee of the Trustees and to any agent or employee of
the Trust or to any such custodian or underwriter.
Without limiting the foregoing, the Trustees shall have
power and authority:
(a) To invest and reinvest cash, and to hold cash
uninvested
(b) To sell, exchange, lend, pledge, mortgage, hypothecate,
write options on and lease any or all of the assets of
the Trust except as otherwise provided in Article IX,
Section 5
(c) To vote or give assent, or exercise any rights of
ownership, with respect to stock or other securities or
property and to execute and deliver proxies or powers
of attorney to such person or persons as the Trustees
shall deem proper, granting to such person or persons
such power and discretion with relation to securities
or property as the Trustees shall deem proper
(d) To exercise powers and rights of subscription or
otherwise which in any manner arise out of ownership of
securities
(e) To hold any security or property in a form not
indicating any trust, whether in bearer, unregistered
or other negotiable form, or in the name of the
Trustees or of the Trust or in the name of a custodian,
subcustodian or other depositary or a nominee or
nominees or otherwise
(f) To the extent necessary or appropriate to give effect
to the preferences, special or relative rights and
privileges of any classes or series of Shares, to
allocate assets, liabilities, income and expenses of
the Trust to a particular class or classes or series of
Shares or to apportion the same among two or more
classes or series
(g) To consent to or participate in any plan for the
reorganization, consolidation or merger of any
corporation or issuer, any security of which is or was
held in the Trust to consent to any contract, lease,
mortgage, purchase or sale of property by such
corporation or issuer, and to pay calls or
subscriptions with respect to any security held in the
Trust
(h) To join other security holders in acting through a
committee, depositary, voting trustee or otherwise, and
in that connection to deposit any security with, or
transfer any security to, any such committee,
depositary or trustee, and to delegate to them such
power and authority with relation to any security
(whether or not so deposited or transferred) as the
Trustees shall deem proper, and to agree to pay, and to
pay, such portion of the expenses and compensation of
such committee, depositary or trustee as the Trustees
shall deem proper
(i) To compromise, arbitrate or otherwise adjust claims in
favor of or against the Trust or any matter in
controversy, including but not limited to claims for
taxes
(j) To enter into joint ventures, general or limited
partnerships and any other combinations or associations
(k) To borrow funds
(l) To endorse or guarantee the payment of any notes or
other obligations of any person to make contracts of
guaranty or suretyship, or otherwise assume liability
for payment thereof and to mortgage and pledge the
Trust property or any part thereof to secure any of or
all such obligations
(m) To purchase and pay for entirely out of Trust property
such insurance as they may deem necessary or
appropriate for the conduct of the business, including,
without limitation, insurance policies insuring the
assets of the Trust and payment of distributions and
principal on its portfolio investments, and insurance
policies insuring the Shareholders, Trustees, officers,
employees, agents, investment advisers or managers,
principal underwriters, or independent contractors of
the Trust individually against all claims and
liabilities of every nature arising by reason of
holding, being or having held any such office or
position, or by reason of any action alleged to have
been taken or omitted by any such person as
Shareholder, Trustee, officer, employee, agent,
investment adviser or manager, principal underwriter,
or independent contractor, including any action taken
or omitted that may be determined to constitute
negligence, whether or not the Trust would have the
power to indemnify such person against such liability
(n) To pay pensions for faithful service, as deemed
appropriate by the Trustees, and to adopt, establish
and carry out pension, profitsharing, share bonus,
share purchase, savings, thrift and other retirement,
incentive and benefit plans, trusts and provisions,
including the purchasing of life insurance and annuity
contracts as a means of providing such retirement and
other benefits, for any or all of the Trustees,
officers, employees and agents of the Trust and
(o) To purchase or otherwise acquire Shares.
The Trustees shall not in any way be bound or limited by any
present or future law or custom in regard to investments by
trustees. Except as otherwise provided herein or from time to
time in the Bylaws, any action to be taken by the Trustees may be
taken by a majority of the Trustees present at a meeting of the
Trustees (a quorum being present), within or without
Massachusetts, including any meeting held by means of a
conference telephone or other communications equipment by means
of which all persons participating in the meeting can hear each
other at the same time and participation by such means shall
constitute presence in person at a meeting, or by written
consents of a majority of the Trustees then in office.
Payment of Expenses by Trust
Section 4. The Trustees are authorized to pay, or to cause to
be paid out of the assets of the Trust, all expenses, fees,
charges, taxes and liabilities incurred or arising in connection
with the Trust, or in connection with the management thereof,
including, but not limited to, the Trustees compensation and such
expenses and charges for the services of the Trusts officers,
employees, investment adviser or manager, principal underwriter,
auditor, counsel, custodian, transfer agent, Shareholder
servicing agent, and such other agents or independent contractors
and such other expenses and charges as the Trustees may deem
necessary or proper to incur.
Ownership of Assets of the Trust
Section 5. Title to all of the assets of the Trust shall at
all times be considered as vested in the Trustees.
Advisory, Management and Distribution
Section 6. Subject to a favorable Majority Shareholder Vote
to the extent required by applicable law, the Trustees may, at
any time and from time to time, contract for exclusive or
nonexclusive advisory and/or management services with any
corporation, trust, association or other organization (the
Manager), every such contract to comply with such requirements
and restrictions as may be set forth in the Bylaws and any such
contract may contain such other terms interpretive of or in
addition to said requirements and restrictions as the Trustees
may determine, including, without limitation, authority to
determine from time to time what investments shall be purchased,
held, sold or exchanged and what portion, if any, of the assets
of the Trust shall be held uninvested and to make changes in the
Trusts investments. The Trustees may also, at any time and from
time to time, contract with the Manager or any other corporation,
trust, association or other organization, appointing it exclusive
or nonexclusive distributor or principal underwriter for the
Shares, every such contract to comply with such requirements and
restrictions as may be set forth in the Bylaws and any such
contract may contain such other terms interpretive of or in
addition to said requirements and restrictions as the Trustees
may determine.
The fact that:
(i) any of the Shareholders, Trustees or officers of the
Trust is a shareholder, director, officer, partner,
trustee, employee, manager, adviser, principal
underwriter or distributor or agent of or for any
corporation, trust, association, or other organization,
or of or for any parent or affiliate of any
organization, with which an advisory or management
contract, or principal underwriters or distributors
contract, or transfer, Shareholder servicing or other
agency contract may have been or may hereafter be made,
or that any such organization, or any parent or
affiliate thereof, is a Shareholder or has an interest
in the Trust, or that
(ii) any corporation, trust, association or other
organization with which an advisory or management
contract or principal underwriters or distributors
contract, or transfer, Shareholder servicing or other
agency contract may have been or may hereafter be made
also has an advisory or management contract, or
principal underwriters or distributors contract, or
transfer, Shareholder servicing or other agency
contract with one or more other corporations, trusts,
associations, or other organizations, or has other
business or interests shall not affect the validity of
any such contract or disqualify any Shareholder,
Trustee or officer of the Trust from voting upon or
executing the same or create any liability or
accountability to the Trust or its Shareholders.
ARTICLE V
Shareholders Voting Powers and Meetings
Voting Powers
Section 1. Subject to the voting powers of one or more
classes or series of Shares as set forth in this Declaration of
Trust or in the Bylaws, the Shareholders shall have power to vote
only (i) for the election of Trustees as provided in Article IV,
Section 1, (ii) for the removal of Trustees as provided in
Article IV, Section 1, (iii) with respect to any Manager as
provided in Article IV, Section 6, (iv) with respect to any
termination of this Trust to the extent and as provided in
Article IX, Section 4, (v) with respect to any merger,
consolidation or sale of assets of the Trust to the extent and as
provided in Article IX, Section 5, (vi) with respect to any
conversion of the Trust as provided in Article IX, Section 6,
(vii) with respect to any amendment of this Declaration of Trust
to the extent and as provided in Article IX, Section 9, and
(viii) with respect to such additional matters relating to the
Trust as may be required by this Declaration of Trust, the Bylaws
or any registration of the Trust with the Commission (or any
successor agency) or any state, or as the Trustees may consider
necessary or desirable. Each whole Share shall be entitled to
one vote as to any matter on which it is entitled to vote and
each fractional Share shall be entitled to a proportionate
fractional vote. Notwithstanding any other provision of this
Declaration of Trust, on any matter submitted to a vote of
Shareholders, all Shares of the Trust then entitled to vote
shall, except as otherwise provided in the Bylaws, be voted in
the aggregate as a single class without regard to classes or
series of Shares. There shall be no cumulative voting in the
election of Trustees. Shares may be voted in person or by proxy.
A proxy with respect to Shares held in the name of two or more
persons shall be valid if executed by any one of them unless at
or prior to exercise of the proxy the Trust receives a specific
written notice to the contrary from any one of them. A proxy
purporting to be executed by or on behalf of a Shareholder shall
be deemed valid unless challenged at or prior to its exercise
and, in the case of a challenge by any person other than the
Trust, the burden of proving invalidity shall rest on the
challenger. Until Shares of any class or series are issued, the
Trustees may exercise all rights of Shareholders and may take any
action required by law, this Declaration of Trust or the Bylaws
to be taken by Shareholders as to such class or series.
Voting Power and Meetings
Section 2. There shall be an annual meeting of the
Shareholders on the date fixed in the Bylaws at the office of the
Trust in Boston, Massachusetts, or at such other place as may be
designated in the call thereof, which call shall be made by the
Trustees. In the event that such meeting is not held in any year
on the date fixed in the Bylaws, whether the omission be by
oversight or otherwise, a subsequent special meeting may be
called by the Trustees and held in lieu of the annual meeting
with the same effect as though held on such date. Special
meetings of Shareholders of any or all classes or series may also
be called by the Trustees from time to time for the purpose of
taking action upon any matter requiring the vote or authority of
the Shareholders of such class or series as herein provided or
upon any other matter deemed by the Trustees to be necessary or
desirable. Written notice of any meeting of Shareholders shall
be given or caused to be given by the Trustees by mailing such
notice at least seven days before such meeting, postage prepaid,
stating the time, place and purpose of the meeting, to each
Shareholder entitled to vote at such meeting at the Shareholders
address as it appears on the records of the Trust. If the
Trustees shall fail to call or give notice of any meeting of
Shareholders for a period of 30 days after written application by
Shareholders holding at least 25% of the then outstanding Shares
of all classes and series entitled to vote at such meeting
requesting a meeting to be called for a purpose requiring action
by the Shareholders as provided herein or in the Bylaws, then
Shareholders holding at least 25% of the then outstanding Shares
of all classes and series entitled to vote at such meeting may
call and give notice of such meeting, and thereupon the meeting
shall be held in the manner provided for herein in case of call
thereof by the Trustees. Notice of a meeting need not be given
to any Shareholder if a written waiver of notice, executed by him
or her before or after the meeting, is filed with the records of
the meeting, or to any Shareholder who attends the meeting
without protesting prior thereto or at its commencement the lack
of notice to him or her.
Quorum and Required Vote
Section 3. Thirty percent of Shares entitled to vote on a
particular matter shall be a quorum for the transaction of
business on that matter at a Shareholders meeting, except that
where any provision of law or of this Declaration of Trust or the
Bylaws requires that holders of any class or series shall vote as
an individual class or series, then thirty percent of the
aggregate number of Shares of that class or series entitled to
vote shall be necessary to constitute a quorum for the
transaction of business by that class or series. Any lesser
number shall be sufficient for adjournments. Any adjourned
session or sessions may be held, within a reasonable time after
the date set for the original meeting, without the necessity of
further notice. Except when a larger vote is required by any
provision of law or of this Declaration of Trust or the Bylaws, a
majority of the Shares voted shall decide any questions and a
plurality shall fix the number of Trustees and elect a Trustee,
provided that where any provision of law or of this Declaration
of Trust or the Bylaws requires that the holders of any class or
series shall vote as an individual class or series, a majority of
the Shares of that class or series voted on the matter (or a
plurality with respect to fixing the number of Trustees and the
election of a Trustee) shall decide that matter insofar as that
class or series is concerned.
Action by Written Consent
Section 4. Any action taken by Shareholders may be taken
without a meeting if a majority of Shareholders entitled to vote
on the matter (or such larger proportion thereof as shall be
required by any express provision of this Declaration of Trust or
the Bylaws) consent to the action in writing and such written
consents are filed with the records of the meetings of
Shareholders. Such consent shall be treated for all purposes as
a vote taken at a meeting of Shareholders.
Additional Provisions
Section 5. The Bylaws may include further provisions, not
inconsistent with this Declaration of Trust, regarding
Shareholders voting powers, the conduct of meetings and related
matters.
ARTICLE VI
Distributions
The Trustees may each year, or more frequently if they so
determine, distribute to the Shareholders of each class or series
such amounts as the Trustees may determine subject to the
preferences, special or relative rights and privileges of the
various classes or series of Shares. Any such distribution to
the Shareholders of a particular class or series shall be made to
such Shareholders pro rata in proportion to the number of Shares
of such class or series held by each of them. Such distributions
shall be made in cash, Shares or other property, or a combination
thereof, as determined by the Trustees.
ARTICLE VII
Compensation and Limitation of Liability of Trustees
Compensation
Section 1. The Trustees as such shall be entitled to
reasonable compensation from the Trust they may fix the amount of
their compensation. Nothing herein shall in any way prevent the
employment of any Trustee for advisory, management, legal,
accounting, investment banking or other services and payment for
the same by the Trust.
Limitation of Liability
Section 2. A Trustee shall be liable for his or her own
willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of the office of
Trustee, and for nothing else. The Trustees shall not be
responsible or liable in any event for any neglect or wrongdoing
of any officer, agent, employee, manager or principal underwriter
of the Trust, nor shall any Trustee be responsible for the act or
omission of any other Trustee. The appointment, designation or
identification of a Trustee as an officer of the Trustees or of
any committee of the Trustees, or as an expert with respect to
certain matters (including without limitation identification of a
Trustee as an audit committee financial expert) shall not impose
on that person any duty, obligation or liability that is greater
than the duties, obligations and liabilities imposed on that
person as a Trustee in the absence of such appointment,
designation or identification, and no Trustee who has special
skills or expertise or who is appointed, designated of identified
as aforesaid, shall be held to a higher standard of care by
virtue thereof or be limited in any way with respect to any right
or privilege to which such person would otherwise be entitled as
a Trustee hereunder, including without limitation the right of
indemnification. Nothing herein contained shall protect any
Trustee against any liability to which he or she would otherwise
be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the
conduct of his or her office.
ARTICLE VIII
Indemnification
Trustees, Officers, etc.
Section 1. The Trust shall indemnify each of its Trustees and
officers (including persons who serve at the Trusts request as
directors, officers or trustees of another organization in which
the Trust has any interest as a shareholder, creditor or
otherwise) (hereinafter referred to as a Covered Person) against
all liabilities and expenses, including but not limited to
amounts paid in satisfaction of judgments, in compromise or as
fines and penalties, and counsel fees reasonably incurred by any
Covered Person in connection with the defense or disposition of
any threatened, pending, or contemplated action, suit or
proceeding, whether civil, criminal, administrative, arbitrative,
or investigative and whether formal or informal before any court
or administrative or legislative or other body, in which such
Covered Person may be or may have been involved as a party or
otherwise or with which such Covered Person may be or may have
been threatened, while in office or thereafter, by reason of
being or having been such a Covered Person except with respect to
any matter as to which such Covered Person shall have been
finally adjudicated in any such action, suit or other proceeding
(a) not to have acted in good faith, (b) not to have acted in the
reasonable belief that such Covered Persons action was in the
best interests of the Trust or at least was not opposed to the
best interests of the Trust, (c) in the case of a criminal
proceeding, to have had reasonable cause to believe his or her
action was unlawful or (d) to be liable to the Trust or its
Shareholders by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the
conduct of such Covered Persons office (each of such exceptions
being referred to hereinafter as Disabling Conduct). Expenses,
including counsel fees so incurred by any such Covered Person
(but excluding amounts paid in satisfaction of judgments, in
compromise or as fines or penalties), shall be paid from time to
time by the Trust in advance of the final disposition of any such
action, suit or proceeding upon receipt of an undertaking by or
on behalf of such Covered Person to repay amounts so paid to the
Trust if it is ultimately determined that indemnification of such
expenses is not authorized under this Article, provided, however,
that either (a) such Covered Person shall have provided
appropriate security for such undertaking, (b) the Trust shall be
insured against losses arising from any such advance payments or
(c) either a majority of the disinterested Trustees acting on the
matter (provided that a majority of the disinterested Trustees
then in office act on the matter), or independent legal counsel
in a written opinion, shall have determined, based upon a review
of readily available facts (as opposed to a full trial type
inquiry), that there is reason to believe that such Covered
Person will be found entitled to indemnification under this
Article. In making any such determination, the disinterested
Trustees or such counsel, as the case may be, shall afford the
Covered Person a rebuttable presumption that the Covered Person
did not engage in Disabling Conduct.
Compromise Payment
Section 2. As to any matter disposed of (whether by a
compromise payment, pursuant to a consent decree or otherwise)
without an adjudication by a court, or by any other body before
which the action, suit, or proceeding was brought, that such
Covered Person engaged in Disabling Conduct, indemnification
shall be provided if (a) approved as in the best interests of the
Trust, after notice that it involves such indemnification, by at
least a majority of the disinterested Trustees acting on the
matter (provided that a majority of the disinterested Trustees
then in office act on the matter) upon a determination, based
upon a review of readily available facts (as opposed to a full
trial type inquiry) that such Covered Person did not engage in
Disabling Conduct, or (b) there has been obtained an opinion in
writing of independent legal counsel, based upon a review of
readily available facts (as opposed to a full trial type inquiry)
to the effect that such Covered Person did not engage in
Disabling Conduct. Any approval pursuant to this Section shall
not prevent the recovery from any Covered Person of any amount
paid to such Covered Person in accordance with this Section as
indemnification if such Covered Person is subsequently
adjudicated by a court of competent jurisdiction not to have
engaged in Disabling Conduct.
Right Not Exclusive
Section 3. The right of indemnification hereby provided shall
not be exclusive of or affect any other rights to which such
Covered Person may be entitled. As used in this Article VIII,
the term Covered Person shall include such persons heirs,
executors and administrators, and a disinterested Trustee is a
Trustee who is not an interested person of the Trust as defined
in Section 2(a)(19) of the 1940 Act (or who has been exempted
from being an interested person by any rule, regulation or order
of the Commission) and against whom none of such actions, suits
or other proceedings or another action, suit or other proceeding
on the same or similar grounds is then or has been pending.
Nothing contained in this Article shall affect any rights to
indemnification to which personnel of the Trust, other than
Trustees or officers, and other persons may be entitled by
contract or otherwise under law, nor the power of the Trust to
purchase and maintain liability insurance on behalf of any such
person.
Shareholders
Section 4. In case any Shareholder or former Shareholder
shall be held to be personally liable solely by reason of his or
her being or having been a Shareholder and not because of his or
her acts or omissions or for some other reason, the Shareholder
or former Shareholder (or his or her heirs, executors,
administrators or other legal representatives or, in the case of
a corporation or other entity, its corporate or other general
successor) shall be entitled to be held harmless from and
indemnified against all loss and expense arising from such
liability.
ARTICLE IX
Miscellaneous
Trustees, Shareholders, etc. Not Personally Liable for
Obligations of the Trust Notice
Section 1. All persons extending credit to, contracting with
or having any claim against the Trust shall look only to the
assets of the Trust for payment under such credit, contract or
claim, and neither the Shareholders nor the Trustees, nor any of
the Trusts officers, employees or agents, whether past, present
or future, shall be personally liable therefor.
Every note, bond, contract, instrument, certificate or
undertaking and every other act or thing whatsoever executed or
done by any Trustee, officer, employee or agent on behalf of the
Trust or the Trustees or any of them in connection with the Trust
shall be conclusively deemed to have been executed or done only
in or with respect to such persons capacity as a Trustee,
officer, employee or agent, and such person shall not be
personally liable thereon.
Every note, bond, contract, instrument, certificate or
undertaking executed on behalf of the Trust by any Trustee,
officer, employee or agent of the Trust shall give notice that
this Declaration of Trust is on file with the Secretary of The
Commonwealth of Massachusetts and shall recite that the same was
executed by them on behalf of the Trust in their capacity as
Trustees, officers, employees or agents of the Trust and not
individually and that the obligations of such instrument are not
binding upon any of them or the Shareholders individually but are
binding only upon the assets and property of the Trust, and may
contain such further recitals as the person so executing may deem
appropriate, but any omission of such notice or recitals shall
not operate to bind any such Trustee, officer, employee or agent
or the Shareholders individually.
Trustees Good Faith Actions Binding Expert Advice No Bond or
Surety
Section 2. The exercise by the Trustees of their powers and
discretions hereunder shall be binding upon everyone interested.
The Trustees may take advice of counsel or other experts with
respect to the meaning and operation of this Declaration of
Trust, and shall be under no liability for any act or omission
taken in accordance with such advice or for failing to follow
such advice. The Trustees shall not be required to give any bond
as such, nor any surety if a bond is required.
Liability of Third Persons Dealing with Trustees
Section 3. No person dealing with the Trustees shall be bound
to make any inquiry concerning the validity of any transaction
made or to be made by the Trustees or to see to the application
of any payments made or property transferred to the Trust or upon
its order.
Duration and Termination of Trust
Section 4. Unless terminated as provided herein, the Trust
shall continue without limitation of time. Subject to the voting
powers of one or more classes or series of Shares as set forth in
the Bylaws, the Trust may be terminated at any time by vote of
Shareholders holding at least twothirds of the Shares entitled to
vote (provided, however, if such termination is recommended by
twothirds of the total number of the Trustees then in office, the
vote of a majority of the Shares entitled to vote shall be
sufficient authorization) or by the Trustees by written notice to
the Shareholders. Upon termination of the Trust, after paying or
otherwise providing for all charges, taxes, expenses and
liabilities, whether due or accrued or anticipated, of the Trust
as may be determined by the Trustees, the Trust shall, in
accordance with such procedures as the Trustees consider
appropriate, reduce the remaining assets to distributable form in
cash or shares or other property, or any combination thereof, and
distribute the proceeds to the Shareholders, ratably according to
the number of Shares held by the several Shareholders on the date
of termination, except to the extent otherwise required or
permitted by the preferences and special or relative rights and
privileges of any classes or series of Shares.
Merger, Consolidation and Sale of Assets
Section 5. The Trust may merge or consolidate with any other
corporation, association, trust or other organization or may
sell, lease or exchange all or substantially all of its assets,
including its good will, upon such terms and conditions and for
such consideration when and as authorized at any meeting of
Shareholders called for the purpose by the affirmative vote of
the holders of not less than twothirds of the Shares entitled to
vote provided, however, that if such merger, consolidation, sale,
lease or exchange is recommended by at least twothirds of the
total number of Trustees then in office, the vote of the holders
of a majority of the Shares entitled to vote shall be sufficient
authorization. Nothing contained herein shall be construed as
requiring approval of the Shareholders for any sale of assets in
the ordinary course of business of the Trust. The provisions of
this Section shall be subject to the voting powers of one or more
classes or series of Shares as set forth in the Bylaws.
Conversion
Section 6. Subject to the voting powers of one or more
classes or series of Shares as set forth in the Bylaws, the Trust
may be converted at any time from a closedend company to an
openend company as those terms are defined in Section 5(a)(2) and
5(a)(1), respectively, of the 1940 Act as in effect on December
1, 1988, upon the approval of such a proposal, together with any
necessary amendments to the Declaration of Trust to permit such a
conversion, by the holders of twothirds of the Shares entitled to
vote, except that if such proposal is recommended by twothirds of
the total number of Trustees then in office, or such proposal is
voted upon after the beginning of the fiscal year commencing in
1994 such proposal may be adopted by a vote of the majority of
the Shares entitled to vote. In addition, commencing with the
beginning of the fiscal year commencing in 1994, and in each
fiscal year thereafter, if Shares of the Trust designated as
Common Shares have traded on the principal securities exchange
where listed at an average discount from their net asset value of
more than 10 percent (10%), determined on the basis of the
discount as of the end of the last trading day in each week
during the period of twelve (12) calendar weeks preceding the
beginning of each such fiscal year, the Trustees will submit to
the Shareholders at the next succeeding annual meeting, or within
six months thereafter if the Trust does not then hold annual
meetings, a proposal to convert the Trust from a closedend
company to an openend company as those terms are defined above,
together with any necessary amendments to this Declaration of
Trust to permit such a conversion. Upon the adoption of such
proposal and related amendments by the Trusts Shareholders as
provided above, the Trust shall upon complying with any
requirements of the 1940 Act and state law, become an openend
investment company. Such affirmative vote or consent shall be in
addition to the vote or consent of the holders of the Shares
otherwise required by law, the Bylaws or any agreement between
the Trust and any national securities exchange.
Filing and Copies, References, Headings
Section 7. The original or a copy of this instrument and of
each amendment hereto shall be kept at the office of the Trust
where it may be inspected by any Shareholder. A copy of this
instrument and of each amendment hereto shall be filed by the
Trust with the Secretary of The Commonwealth of Massachusetts and
with the Boston City Clerk, as well as any other governmental
office where such filing may from time to time be required.
Anyone dealing with the Trust may rely on a certificate by an
officer of the Trust as to whether or not any such amendments
have been made and as to any matters in connection with the Trust
hereunder, and, with the same effect as if it were the original,
may rely on a copy certified by an officer of the Trust to be a
copy of this instrument or of any such amendments. In this
instrument and in any such amendment, references to this
instrument and all expressions like herein, hereof and hereunder
shall be deemed to refer to this instrument as amended or
affected by any such amendments. Headings are placed herein for
convenience of reference only and shall not be taken as a part
hereof or control or affect the meaning, construction or effect
of this instrument. This instrument may be executed in any
number of counterparts each of which shall be deemed an original.
Applicable Law
Section 8. This Declaration of Trust is made in The
Commonwealth of Massachusetts, and it is created under and is to
be governed by and construed and administered according to the
laws of said Commonwealth. The Trust shall be of the type
commonly called a Massachusetts business trust and, without
limiting the provisions hereof, the Trust may exercise all powers
which are ordinarily exercised by such a trust.
Amendments
Section 9. Subject to the voting powers of one or more
classes or series of Shares, as set forth in the Bylaws, this
Declaration of Trust may be amended at any time by an instrument
in writing signed by a majority of the then Trustees (a) when
authorized to do so by vote of Shareholders holding a majority of
the Shares entitled to vote, except that an amendment amending or
affecting the provisions of Section 1 of Article IV, Section 4, 5
or 6 of this Article IX or this sentence shall require the vote
of Shareholders holding twothirds of the Shares entitled to vote,
or (b) without Shareholder approval as may be necessary or
desirable in order to authorize one or more classes or series of
Shares as provided in Section 1 of Article III. Amendments
having the purpose of changing the name of the Trust or of
supplying any omission, curing any ambiguity or curing,
correcting or supplementing any defective or inconsistent
provision contained herein shall not require authorization by
Shareholder vote.
IN WITNESS WHEREOF, the undersigned, being a majority of the
Trustees of the Trust, have hereunto set their hands and seals in
the City of Boston, Massachusetts for themselves and their
assigns, as of the day and year first above written.
/s/ Liaquat Ahamed /s/ John A. Hill
Liaquat Ahamed
/s/ Ravi Akhoury
John A. Hill
/s/ Paul L. Joskow
Ravi Akhoury
Paul L. Joskow
/s/ Barbara M. Baumann
/s/ Kenneth R. Leibler
Barbara M. Baumann
Kenneth R. Leibler
/s/ Jameson A. Baxter
/s/ Robert E. Patterson
Jameson A. Baxter
Robert E. Patterson
/s/ Charles B. Curtis
/s/ George Putnam, III
Charles B. Curtis
George Putnam, III
/s/ Robert J. Darretta
/s/ Robert L. Reynolds
Robert J. Darretta
Robert L. Reynolds
/s/ Katinka Domotorffy
/s/ W. Thomas Stephens
Katinka Domotorffy
W. Thomas Stephens
THE COMMONWEALTH OF MASSACHUSETTS
Suffolk, ss.
Boston, September 19, 2014
Then personally appeared each of the above named
Trustees of Putnam Managed Municipal Income Trust and
acknowledged the foregoing instrument to be his or her free act
and deed, before me,
/s/ J.
ScottHarris
Notary Public
My Commission
Expires: 8/29/2019
The individuals listed on the signature page represent all of
the members of the Board of Trustees of the Trust. The business
address of the Trust and each Trustee is One Post Office Square,
Boston, MA 02109.
-18-
EX-99
4
item85b052.txt
Item 85B
Additional Information About Errors and Omissions Policy
While no claims with respect to the Registrant/Series were filed
under such policy during the period, requests under such policy
for reimbursement of legal expenses and costs arising out of
claims of market timing activity in the Putnam Funds have been
submitted by the investment manager of the Registrant/Series.
EX-99
5
mgmcntrct052.txt
PUTNAM MANAGED MUNICIPAL INCOME TRUST
MANAGEMENT CONTRACT
This Management Contract is dated as of February 27, 2014
between PUTNAM MANAGED MUNICIPAL INCOME TRUST, a Massachusetts
business trust (the Fund), and PUTNAM INVESTMENT MANAGEMENT, LLC,
a Delaware limited liability company (the Manager).
In consideration of the mutual covenants herein contained,
it is agreed as follows:
1. SERVICES TO BE RENDERED BY MANAGER TO FUND.
(a) The Manager, at its expense, will furnish continuously
an investment program for the Fund or, in the case of a Fund that
has divided its shares into two or more series under
Section 18(f)(2) of the Investment Company Act of 1940, as
amended (the 1940 Act), each series of the Fund identified from
time to time on Schedule A to this Contract (each reference in
this Contract to a Fund or to the Fund is also deemed to be a
reference to any existing series of the Fund, as appropriate in
the particular context), will determine what investments will be
purchased, held, sold or exchanged by the Fund and what portion,
if any, of the assets of the Fund will be held uninvested and
will, on behalf of the Fund, make changes in such investments.
Subject always to the control of the Trustees of the Fund and
except for the functions carried out by the officers and
personnel referred to in Section 1(d), the Manager will also
manage, supervise and conduct the other affairs and business of
the Fund and matters incidental thereto. In the performance of
its duties, the Manager will comply with the provisions of the
Agreement and Declaration of Trust and ByLaws of the Fund and the
stated investment objectives, policies and restrictions of the
Fund, will use its best efforts to safeguard and promote the
welfare of the Fund and to comply with other policies which the
Trustees may from time to time determine and will exercise the
same care and diligence expected of the Trustees.
(b) The Manager, at its expense, except as such expense is
paid by the Fund as provided in Section 1(d), will furnish (1)
all necessary investment and management facilities, including
salaries of personnel, required for it to execute its duties
faithfully; (2) suitable office space for the Fund; and (3)
administrative facilities, including bookkeeping, clerical
personnel and equipment necessary for the efficient conduct of
the affairs of the Fund, including determination of the net asset
value of the Fund, but excluding shareholder accounting services.
Except as otherwise provided in Section 1(d), the Manager will
pay the compensation, if any, of the officers of the Fund.
(c) The Manager, at its expense, will place all orders for
the purchase and sale of portfolio investments for the Funds
account with brokers or dealers selected by the Manager. In the
selection of such brokers or dealers and the placing of such
orders, the Manager will use its best efforts to obtain for the
Fund the most favorable price and execution available, except to
the extent it may be permitted to pay higher brokerage
commissions for brokerage and research services as described
below. In using its best efforts to obtain for the Fund the most
favorable price and execution available, the Manager, bearing in
mind the Funds best interests at all times, will consider all
factors it deems relevant, including by way of illustration,
price, the size of the transaction, the nature of the market for
the security, the amount of the commission, the timing of the
transaction taking into account market prices and trends, the
reputation, experience and financial stability of the broker or
dealer involved and the quality of service rendered by the broker
or dealer in other transactions. Subject to such policies as the
Trustees of the Fund may determine, the Manager will not be
deemed to have acted unlawfully or to have breached any duty
created by this Contract or otherwise solely by reason of its
having caused the Fund to pay a broker or dealer that provides
brokerage and research services to the Manager an amount of
commission for effecting a portfolio investment transaction in
excess of the amount of commission another broker or dealer would
have charged for effecting that transaction, if the Manager
determines in good faith that such amount of commission was
reasonable in relation to the value of the brokerage and research
services provided by such broker or dealer, viewed in terms of
either that particular transaction or the Managers overall
responsibilities with respect to the Fund and to other clients of
the Manager as to which the Manager exercises investment
discretion. The Manager agrees that in connection with purchases
or sales of portfolio investments for the Funds account, neither
the Manager nor any officer, director, employee or agent of the
Manager shall act as a principal or receive any commission other
than as provided in Section 3.
(d) The Fund will pay or reimburse the Manager for the
compensation in whole or in part of such officers of the Fund and
persons assisting them as may be determined from time to time by
the Trustees of the Fund. The Fund will also pay or reimburse
the Manager for all or part of the cost of suitable office space,
utilities, support services and equipment attributable to such
officers and persons as may be determined in each case by the
Trustees of the Fund. The Fund will pay the fees, if any, of the
Trustees of the Fund.
(e) The Manager will not be obligated to pay any expenses
of or for the Fund not expressly assumed by the Manager pursuant
to this Section 1 other than as provided in Section 3.
(f) Subject to the prior approval of a majority of the
Trustees, including a majority of the Trustees who are not
interested persons and, to the extent required by the 1940 Act
and the rules and regulations under the 1940 Act, subject to any
applicable guidance or interpretation of the Securities and
Exchange Commission or its staff, by the shareholders of the
Fund, the Manager may, from time to time, delegate to a
subadviser or subadministrator any of the Managers duties under
this Contract, including the management of all or a portion of
the assets being managed. In all instances, however, the Manager
must oversee the provision of delegated services, the Manager
must bear the separate costs of employing any subadviser or
subadministrator, and no delegation will relieve the Manager of
any of its obligations under this Contract.
2. OTHER AGREEMENTS, ETC.
It is understood that any of the shareholders, Trustees,
officers and employees of the Fund may be a shareholder,
director, officer or employee of, or be otherwise interested in,
the Manager, and in any person controlled by or under common
control with the Manager, and that the Manager and any person
controlled by or under common control with the Manager may have
an interest in the Fund. It is also understood that the Manager
and any person controlled by or under common control with the
Manager may have advisory, management, service or other contracts
with other organizations and persons and may have other interests
and business.
3. COMPENSATION TO BE PAID BY THE FUND TO THE MANAGER.
The Fund will pay to the Manager as compensation for the
Managers services rendered, for the facilities furnished and for
the expenses borne by the Manager pursuant to paragraphs (a),
(b), and (c) of Section 1, a fee, based on the Funds Average Net
Assets, computed and paid quarterly at the annual rates set forth
on Schedule B attached to this Contract, as from time to time
amended.
Average Net Assets means the average of all of the
determinations of the Funds net asset value during each quarter
at the close of business on the last business day of each week,
for each week which ends during the quarter. The fee is payable
for each quarter within 30 days after the close of the quarter.
In the event that the amount of dividends payable with
respect to any outstanding shares of beneficial interest of the
Fund with preference rights (Preferred Shares) during any period
for which regular payments of dividends or other distributions on
such Preferred Shares are payable (each, a Dividend Period) plus
expenses attributable to such Preferred Shares for such Dividend
Period exceeds the portion of the Funds net income and net
shortterm capital gains (but not longterm capital gains) accruing
during such Dividend Period as a result of the fact that such
Preferred Shares were outstanding during such Period, then the
fee payable to the Manager pursuant to this Section 3 shall be
reduced by the amount of such excess; provided, however, that the
amount of such reduction for any such Period shall not exceed the
amount determined by multiplying (i) the aggregate liquidation
preference of the average number of Preferred Shares outstanding
during the Period by (ii) the percentage of the aggregate net
asset value of the Fund which the fee payable to the Manager
during such Period pursuant to this Section 3 would constitute
without giving effect to such reduction. The amount of such
reduction attributable to any Dividend Period shall reduce the
amount of the next quarterly payment of the fee payable pursuant
to this Section 3 following the end of such Dividend Period, and
of any subsequent quarterly or more frequent payments, as may be
necessary. The expenses attributable to the Preferred Shares and
the portion of the Funds net income and net shortterm capital
gains accruing during any Dividend Period as a result of the fact
that Preferred Shares were outstanding during such Period shall
be determined by the Trustees of the Fund.
The fees payable by the Fund to the Manager pursuant to this
Section 3 will be reduced by any commissions, fees, brokerage or
similar payments received by the Manager or any affiliated person
of the Manager in connection with the purchase and sale of
portfolio investments of the Fund, less any direct expenses
approved by the Trustees incurred by the Manager or any
affiliated person of the Manager in connection with obtaining
such payments.
In the event that expenses of the Fund for any fiscal year
exceed the expense limitation on investment company expenses
imposed by any statute or regulatory authority of any
jurisdiction in which shares of the Fund are qualified for offer
or sale, the compensation due the Manager for such fiscal year
will be reduced by the amount of excess by a reduction or refund
thereof. In the event that the expenses of the Fund exceed any
expense limitation which the Manager may, by written notice to
the Fund, voluntarily declare to be effective subject to such
terms and conditions as the Manager may prescribe in such notice,
the compensation due the Manager will be reduced, and if
necessary, the Manager will assume expenses of the Fund, to the
extent required by the terms and conditions of such expense
limitation.
If the Manager serves for less than the whole of a quarter,
the foregoing compensation will be prorated.
4. ASSIGNMENT TERMINATES THIS CONTRACT; AMENDMENTS OF THIS
CONTRACT.
This Contract will automatically terminate, without the
payment of any penalty, in the event of its assignment, provided
that no delegation of responsibilities by the Manager pursuant to
Section 1(f) will be deemed to constitute an assignment. No
provision of this Contract may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by
the party against which enforcement of the change, waiver,
discharge or termination is sought. No amendment of this
Contract is effective until approved in a manner consistent with
the 1940 Act, the rules and regulations under the 1940 Act and
any applicable guidance or interpretation of the Securities and
Exchange Commission or its staff.
5. EFFECTIVE PERIOD AND TERMINATION OF THIS CONTRACT.
This Contract is effective upon its execution and will
remain in full force and effect as to a Fund continuously
thereafter (unless terminated automatically as set forth in
Section 4 or terminated in accordance with the following
paragraph) through June 30, 2014, and will continue in effect
from year to year thereafter so long as its continuance is
approved at least annually by (i) the Trustees, or the
shareholders by the affirmative vote of a majority of the
outstanding shares of the respective Fund, and (ii) a majority of
the Trustees who are not interested persons of the Fund or of the
Manager, by vote cast in person at a meeting called for the
purpose of voting on such approval.
Either party hereto may at any time terminate this Contract
as to a Fund by not less than 60 days written notice delivered or
mailed by registered mail, postage prepaid, to the other party.
Action with respect to a Fund may be taken either (i) by vote of
a majority of the Trustees or (ii) by the affirmative vote of a
majority of the outstanding shares of the respective Fund.
Termination of this Contract pursuant to this Section 5 will
be without the payment of any penalty.
6. CERTAIN DEFINITIONS.
For the purposes of this Contract, the affirmative vote of a
majority of the outstanding shares of a Fund means the
affirmative vote, at a duly called and held meeting of
shareholders of the respective Fund, (a) of the holders of 67% or
more of the shares of the Fund present (in person or by proxy)
and entitled to vote at the meeting, if the holders of more than
50% of the outstanding shares of the Fund entitled to vote at the
meeting are present in person or by proxy or (b) of the holders
of more than 50% of the outstanding shares of the Fund entitled
to vote at the meeting, whichever is less.
For the purposes of this Contract, the terms affiliated
person, control, interested person and assignment have their
respective meanings defined in the 1940 Act, subject, however, to
the rules and regulations under the 1940 Act and any applicable
guidance or interpretation of the Securities and Exchange
Commission or its staff; the term approve at least annually will
be construed in a manner consistent with the 1940 Act and the
rules and regulations under the 1940 Act and any applicable
guidance or interpretation of the Securities and Exchange
Commission or its staff; and the term brokerage and research
services has the meaning given in the Securities Exchange Act of
1934 and the rules and regulations under the Securities Exchange
Act of 1934 and under any applicable guidance or interpretation
of the Securities and Exchange Commission or its staff.
7. NONLIABILITY OF MANAGER.
In the absence of willful misfeasance, bad faith or gross
negligence on the part of the Manager, or reckless disregard of
its obligations and duties hereunder, the Manager shall not be
subject to any liability to the Fund or to any shareholder of the
Fund for any act or omission in the course of, or connected with,
rendering services hereunder.
8. LIMITATION OF LIABILITY OF THE TRUSTEES, OFFICERS, AND
SHAREHOLDERS.
A copy of the Agreement and Declaration of Trust of the 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 Trustees of the Fund as Trustees and
not individually and that 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 respective Fund.
IN WITNESS WHEREOF, PUTNAM MANAGED MUNICIPAL INCOME TRUST
and PUTNAM INVESTMENT MANAGEMENT, LLC have each caused this
instrument to be signed on its behalf by its President or a Vice
President thereunto duly authorized, all as of the day and year
first above written.
PUTNAM MANAGED MUNICIPAL INCOME TRUST
By: /s/ Jonathan S. Horwitz
Jonathan S. Horwitz
Executive Vice President, Principal
Executive Officer, and Compliance
Liaison
PUTNAM INVESTMENT MANAGEMENT, LLC
By: /s/ James P. Pappas
James P. Pappas
Director of Trustee Relations and
Authorized Person
Schedule A
Not applicable
Schedule B
The lesser of (i) 0.55% of Average Net Assets, or (ii) the
following rates:
0.65% of the first $500 million of Average Net Assets;
0.55% of the next $500 million of Average Net Assets;
0.50% of the next $500 million of Average Net Assets;
0.45% of the next $5 billion of Average Net Assets;
0.425% of the next $5 billion of Average Net Assets;
0.405% of the next $5 billion of Average Net Assets;
0.39% of the next $5 billion of Average Net Assets; and
0.38% of any excess thereafter.
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EX-99
6
pilcntrct052.txt
PUTNAM FUNDS
SUBMANAGEMENT CONTRACT
This SubManagement Contract is dated as of February 27, 2014
between PUTNAM INVESTMENT MANAGEMENT, LLC, a Delaware limited
liability company (the Manager) and PUTNAM INVESTMENTS LIMITED, a
company organized under the laws of England and Wales (the
SubManager).
WHEREAS, the Manager is the investment manager of each of
the investment companies registered under the United States
Investment Company Act of 1940, as amended, that are identified
on Schedule A hereto, as it may from time to time be amended by
the Manager (the Funds), and a registered investment adviser
under the United States Investment Advisers Act of 1940, as
amended
WHEREAS, the SubManager is licensed as an investment manager
by the Financial Conduct Authority of the United Kingdom (the
FCA) and
WHEREAS, the Manager desires to engage the SubManager from
time to time to manage a portion of certain of the Funds:
NOW THEREFORE, in consideration of the mutual covenants
herein contained, it is agreed as follows:
1. SERVICES TO BE RENDERED BY SUBMANAGER.
(a) The SubManager, at its expense, will furnish
continuously an investment program for that portion of any Fund
the management of which is allocated from time to time by the
Manager to the SubManager (an Allocated Sleeve). The Manager
shall, in its sole discretion, determine which Funds will have an
Allocated Sleeve and the amount of assets allocated from time to
time to each such Allocated Sleeve provided that, with respect to
any Fund, the Trustees of such Fund must have approved the use of
the SubManager prior to the creation of an Allocated Sleeve for
such Fund. The SubManager will determine what investments shall
be purchased, held, sold or exchanged by any Allocated Sleeve and
what portion, if any, of the assets of the Allocated Sleeve shall
be held uninvested and shall, on behalf of the Fund, make changes
in the Funds investments held in such Allocated Sleeve.
(b) The Manager may also, at its discretion, request the
SubManager to provide assistance with purchasing and selling
securities for any Fund, including the placement of orders with
brokerdealers selected in accordance with Section 1(d), even if
the Manager has not established an Allocated Sleeve for such
Fund.
(c) The SubManager at its expense will furnish all
necessary investment and management facilities, including
salaries of personnel, required for it to execute its duties
faithfully.
(d) The SubManager shall place all orders for the purchase
and sale of portfolio investments for any Allocated Sleeve with
brokers or dealers selected by the SubManager. In the selection
of such brokers or dealers and the placing of such orders, the
SubManager shall use its best efforts to obtain for the related
Fund the most favorable price and execution available, except to
the extent it may be permitted to pay higher brokerage
commissions for brokerage and research services as described
below. In using its best efforts to obtain for the Fund the most
favorable price and execution available, the SubManager, bearing
in mind the Funds best interests at all times, shall consider all
factors it deems relevant, including by way of illustration,
price, the size of the transaction, the nature of the market for
the security, the amount of the commission, the timing of the
transaction taking into account market prices and trends, the
reputation, experience and financial stability of the broker or
dealer involved and the quality of service rendered by the broker
or dealer in other transactions. Subject to such policies as the
Trustees of the Funds may determine, the SubManager shall not be
deemed to have acted unlawfully or to have breached any duty
created by this Contract or otherwise solely by reason of its
having caused a Fund to pay a broker or dealer that provides
brokerage and research services to the Manager or the SubManager
an amount of commission for effecting a portfolio investment
transaction in excess of the amount of commission another broker
or dealer would have charged for effecting that transaction, if
the SubManager determines in good faith that such amount of
commission was reasonable in relation to the value of the
brokerage and research services provided by such broker or
dealer, viewed in terms of either that particular transaction or
its overall responsibilities with respect to the Fund and to
other clients of the Manager or the SubManager as to which the
Manager or the SubManager exercises investment discretion. The
SubManager agrees that in connection with purchases or sales of
portfolio investments for any Fund, neither the SubManager nor
any officer, director, employee or agent of the SubManager shall
act as a principal or receive any commission other than as
provided in Section 3.
(e) The SubManager shall not be obligated to pay any
expenses of or for the Manager or any Fund not expressly assumed
by the SubManager pursuant to this Section 1.
(f) In the performance of its duties, the SubManager will
comply with the provisions of the Agreement and Declaration of
Trust and ByLaws of each applicable Fund and such Funds stated
investment objectives, policies and restrictions, and will use
its best efforts to safeguard and promote the welfare of such
Fund and to comply with other policies which the Manager or the
Trustees may from time to time determine and shall exercise the
same care and diligence expected of the Manager.
2. OTHER AGREEMENTS, ETC.
It is understood that any of the shareholders, Trustees,
officers and employees of a Fund may be a shareholder, director,
officer or employee of, or be otherwise interested in, the
SubManager, and in any person controlled by or under common
control with the SubManager, and that the SubManager and any
person controlled by or under common control with the SubManager
may have an interest in such Fund. It is also understood that the
SubManager and any person controlled by or under common control
with the SubManager have and may have advisory, management,
service or other contracts with other organizations and persons,
and may have other interests and business.
3. COMPENSATION.
Except as provided below, the Manager will pay to the
SubManager as compensation for the SubManagers services rendered,
a fee, computed and paid quarterly at the annual rate of 0.35%
per annum of average aggregate net asset value of the assets in
equity and asset allocation Allocated Sleeves and 0.40% per annum
of average aggregate net asset value of the assets in fixed
income Allocated Sleeves, except for fixed income Allocated
Sleeves in certain fixed income Funds enumerated as follows (with
the per annum fee provided in parentheses): Putnam Money Market
Liquidity Fund (0.20%), Putnam Short Term Investment Fund
(0.20%), Putnam Money Market Fund (0.25%), Putnam Tax Exempt
Money Market Fund (0.25%), Putnam VT Money Market Fund (0.25%),
Putnam Short Duration Income Fund (0.25%), Putnam ShortTerm
Municipal Income Fund (0.25%), Putnam American Government Income
Fund (0.25%), Putnam Income Fund (0.25%), Putnam U.S. Government
Income Trust (0.25%), Putnam VT American Government Income Fund
(0.25%), and Putnam VT Income Fund (0.25%).
Such average net asset value shall be determined by taking
an average of all of the determinations of such net asset value
during a quarter at the close of business on each business day
during such quarter while this Contract is in effect. Such fee
shall be payable for each quarter within 30 days after the close
of such quarter. The SubManager shall look only to the Manager
for payment of its fees. No Fund shall have any responsibility
for paying any fees due the SubManager.
With respect to each of Putnam High Income Securities Fund,
Putnam Master Intermediate Income Trust and Putnam Premier Income
Trust, the Manager will pay to the SubManager as compensation for
the SubManagers services rendered, a fee, computed and paid
quarterly at the annual rate of 0.40% of Average Weekly Assets in
Allocated Sleeves. Average Weekly Assets means the average of the
weekly determinations of the difference between the total assets
of the Fund (including any assets attributable to leverage for
investment purposes) attributable to an Allocated Sleeve and the
total liabilities of the Fund (excluding liabilities incurred in
connection with leverage for investment purposes) attributable to
such Allocated Sleeve, determined at the close of the last
business day of each week, for each week which ends during the
quarter. Such fee shall be payable for each quarter within 30
days after the close of such quarter. As used in this Section 3,
leverage for investment purposes means any incurrence of
indebtedness the proceeds of which are to be invested in
accordance with the Funds investment objective. For purposes of
calculating Average Weekly Assets, liabilities associated with
any instruments or transactions used to leverage the Funds
portfolio for investment purposes (whether or not such
instruments or transactions are covered within the meaning of the
Investment Company Act of 1940 and the rules and regulations
thereunder, giving effect to any interpretations of the
Securities and Exchange Commission and its staff) are not
considered liabilities. For purposes of calculating Average
Weekly Assets, the total assets of the Fund will be deemed to
include (a) any proceeds from the sale or transfer of an asset
(the Underlying Asset) of the Fund to a counterparty in a reverse
repurchase or dollar roll transaction and (b) the value of such
Underlying Asset as of the relevant measuring date.
In the event that the Managers management fee from any of
Putnam High Income Securities Fund, Putnam Master Intermediate
Income Trust or Putnam Premier Income Trust is reduced pursuant
to the investment management contract between such Fund and the
Manager because during any Measurement Period (as defined below)
the amount of interest payments and fees with respect to
indebtedness or other obligation of the Fund incurred for
investment leverage purposes, plus additional expenses
attributable to any such leverage for investment purposes,
exceeds the portion of the Funds net income and net shortterm
capital gains (but not longterm capital gains) accruing during
such Measurement Period as a result of the fact that such
indebtedness or other obligation was outstanding during the
Measurement Period, the fee payable to the SubManager with
respect to such Fund shall be reduced in the same proportion as
the fee paid to the Manager with respect to such Fund is so
reduced. Measurement Period shall be any period for which
payments of interest or fees (whether designated as such or
implied) are payable in connection with any indebtedness or other
obligation of the Fund incurred for investment purposes.
If the SubManager shall serve for less than the whole of a
quarter, the foregoing compensation shall be prorated.
4. ASSIGNMENT TERMINATES THIS CONTRACT AMENDMENTS OF THIS
CONTRACT.
This Contract shall automatically terminate without the
payment of any penalty, in the event of its assignment and this
Contract shall not be amended with respect to any Allocated
Sleeve unless such amendment be approved at a meeting by the
vote, cast in person at a meeting called for the purpose of
voting on such approval, of a majority of the Trustees of the
related Fund who are not interested persons of such Fund or of
the Manager.
5. EFFECTIVE PERIOD AND TERMINATION OF THIS CONTRACT.
This Contract shall become effective upon its execution, and
shall remain in full force and effect continuously thereafter
(unless terminated automatically as set forth in Section 4) until
terminated as follows:
(a) Either party hereto or, with respect to any Allocated
Sleeve, the related Fund may at any time terminate this Contract
by not more than sixty days nor less than thirty days written
notice delivered or mailed by registered mail, postage prepaid,
to the other party, or
(b) With respect to any Allocated Sleeve, if (i) the
Trustees of the related Fund or the shareholders by the
affirmative vote of a majority of the outstanding shares of such
Fund, and (ii) a majority of the Trustees of such Fund who are
not interested persons of such Fund or of the Manager, by vote
cast in person at a meeting called for the purpose of voting on
such approval, do not specifically approve at least annually the
continuance of this Contract, then this Contract shall
automatically terminate at the close of business on the
anniversary of its execution, or upon the expiration of one year
from the effective date of the last such continuance, whichever
is later, or
(c) With respect to any Allocated Sleeve, automatically
upon termination of the Managers investment management contract
with the related Fund.
Action by a Fund under (a) above may be taken either (i) by
vote of a majority of its Trustees, or (ii) by the affirmative
vote of a majority of the outstanding shares of such Fund.
Termination of this Contract pursuant to this Section 5 will
be without the payment of any penalty.
6. CERTAIN DEFINITIONS.
For the purposes of this Contract, the affirmative vote of a
majority of the outstanding shares of a Fund means the
affirmative vote, at a duly called and held meeting of
shareholders of such Fund, (a) of the holders of 67% or more of
the shares of such Fund present (in person or by proxy) and
entitled to vote at such meeting, if the holders of more than 50%
of the outstanding shares of such Fund entitled to vote at such
meeting are present in person or by proxy, or (b) of the holders
of more than 50% of the outstanding shares of such Fund entitled
to vote at such meeting, whichever is less.
For the purposes of this Contract, the terms affiliated
person, control, interested person and assignment shall have
their respective meanings defined in the United States Investment
Company Act of 1940 and the Rules and Regulations thereunder (the
1940 Act), subject, however, to such exemptions as may be granted
by the Securities and Exchange Commission under said Act the term
specifically approve at least annually shall be construed in a
manner consistent with the 1940 Act, and the Rules and
Regulations thereunder and the term brokerage and research
services shall have the meaning given in the United States
Securities Exchange Act of 1934 and the Rules and Regulations
thereunder.
7. NONLIABILITY OF SUBMANAGER.
In the absence of willful misfeasance, bad faith or gross
negligence on the part of the SubManager, or reckless disregard
of its obligations and duties hereunder, the SubManager shall not
be subject to any liability to the Manager, any Fund or to any
shareholder of any Fund, for any act or omission in the course
of, or connected with, rendering services hereunder.
8. ADDITIONAL PROVISIONS.
(a) The SubManager represents that it is regulated by the
FCA in the conduct of its investment business. The SubManager has
in operation a written procedure in accordance with FCA rules for
the effective consideration and proper handling of complaints
from customers. Any complaint by the Manager or any Fund should
be sent to the Compliance Officer of the SubManager. The Manager
and any Fund is also entitled to make any complaints about the
SubManager to the Financial Ombudsman Service established by the
FCA. The Manager and any Fund may also request a statement
describing its rights to compensation in the event of the
SubManagers inability to meet its liabilities.
(b) The Manager represents that it and each Fund are
Professional Customers in the meaning of the FCAs rules.
(c) Although each Fund is not a party hereto and shall have
no responsibility for the Managers or the SubManagers obligations
hereunder, each Fund is named as explicit third party beneficiary
of the parties agreements hereunder.
IN WITNESS WHEREOF, PUTNAM INVESTMENTS LIMITED and PUTNAM
INVESTMENT MANAGEMENT, LLC have each caused this instrument to be
signed in duplicate on its behalf by an officer duly authorized,
all as of the day and year first above written.
PUTNAM INVESTMENTS LIMITED
By:
_/s/ Simon Davis________
PUTNAM INVESTMENT MANAGEMENT, LLC
By:
/s/ James P. Pappas____________
James P. Pappas
Director of Trustee Relations and
Authorized Person
Schedule A
Putnam Absolute Return 100 Fund
Putnam Absolute Return 300 Fund
Putnam Absolute Return 500 Fund
Putnam Absolute Return 700 Fund
Putnam American Government Income Fund
Putnam AMTFree Municipal Fund
Putnam Arizona Tax Exempt Income Fund
Putnam Asia Pacific Equity Fund
Putnam California Tax Exempt Income Fund
Putnam Capital Spectrum Fund
Putnam Capital Opportunities Fund
Putnam Convertible Securities Fund
Putnam Diversified Income Trust
Putnam Dynamic Asset Allocation Balanced Fund
Putnam Dynamic Asset Allocation Conservative Fund
Putnam Dynamic Asset Allocation Equity Fund
Putnam Dynamic Asset Allocation Growth Fund
Putnam Dynamic Risk Allocation Fund
Putnam Equity Income Fund
Putnam Emerging Markets Equity Fund
Putnam Emerging Markets Income Fund
Putnam Europe Equity Fund
Putnam Equity Spectrum Fund
Putnam Floating Rate Income Fund
The George Putnam Fund of Boston d/b/a George Putnam Balanced
Fund
Putnam Global Consumer Fund
Putnam Global Dividend Fund
Putnam Global Energy Fund
Putnam Global Equity Fund
Putnam Global Financials Fund
Putnam Global Health Care Fund
Putnam Global Income Trust
Putnam Global Industrials Fund
Putnam Global Natural Resources Fund
Putnam Global Sector Fund
Putnam Global Technology Fund
Putnam Global Telecommunications Fund
Putnam Global Utilities Fund
The Putnam Fund for Growth and Income
Putnam Growth Opportunities Fund
Putnam High Income Securities Fund
Putnam High Yield Advantage Fund
Putnam High Yield Trust
Putnam Income Fund
Putnam IntermediateTerm Municipal Income Fund
Putnam International Capital Opportunities Fund
Putnam International Equity Fund
Putnam International Value Fund
Putnam International Growth Fund
Putnam Investors Fund
Putnam Low Volatility Equity Fund
Putnam Managed Municipal Income Trust
Putnam Massachusetts Tax Exempt Income Fund
Putnam Master Intermediate Income Trust
Putnam Michigan Tax Exempt Income Fund
Putnam Minnesota Tax Exempt Income Fund
Putnam Money Market Fund
Putnam Money Market Liquidity Fund
Putnam Mortgage Recovery Fund
Putnam MultiCap Core Fund
Putnam MultiCap Growth Fund
Putnam MultiCap Value Fund
Putnam Municipal Opportunities Trust
Putnam New Jersey Tax Exempt Income Fund
Putnam New York Tax Exempt Income Fund
Putnam Ohio Tax Exempt Income Fund
Putnam Pennsylvania Tax Exempt Income Fund
Putnam Premier Income Trust
Putnam Research Fund
Putnam Retirement Income Fund Lifestyle 1
Putnam Retirement Income Fund Lifestyle 2
Putnam Retirement Income Fund Lifestyle 3
Putnam RetirementReady 2055 Fund
Putnam RetirementReady 2050 Fund
Putnam RetirementReady 2045 Fund
Putnam RetirementReady 2040 Fund
Putnam RetirementReady 2035 Fund
Putnam RetirementReady 2030 Fund
Putnam RetirementReady 2025 Fund
Putnam RetirementReady 2020 Fund
Putnam RetirementReady 2015 Fund
Putnam Short Duration Income Fund (effective March 7, 2014)
Putnam Short Term Investment Fund
Putnam ShortTerm Municipal Income Fund
Putnam Small Cap Growth Fund
Putnam Small Cap Value Fund
Putnam Strategic Volatility Equity Fund
Putnam Tax Exempt Income Fund
Putnam Tax Exempt Money Market Fund
Putnam TaxFree High Yield Fund
Putnam U.S. Government Income Trust
Putnam Voyager Fund
Putnam VT Absolute Return 500 Fund
Putnam VT American Government Income Fund
Putnam VT Capital Opportunities Fund
Putnam VT Diversified Income Fund
Putnam VT Equity Income Fund
Putnam VT George Putnam Balanced Fund
Putnam VT Global Asset Allocation Fund
Putnam VT Global Equity Fund
Putnam VT Global Health Care Fund
Putnam VT Global Utilities Fund
Putnam VT Growth and Income Fund
Putnam VT Growth Opportunities Fund
Putnam VT High Yield Fund
Putnam VT Income Fund
Putnam VT International Equity Fund
Putnam VT International Value Fund
Putnam VT International Growth Fund
Putnam VT Investors Fund
Putnam VT Money Market Fund
Putnam VT MultiCap Growth Fund
Putnam VT MultiCap Value Fund
Putnam VT Research Fund
Putnam VT Small Cap Value Fund
Putnam VT Voyager Fund
PUTNAM INVESTMENTS LIMITED
By:
/s/ Simon Davis_____
PUTNAM INVESTMENT MANAGEMENT, LLC
By:
/s/ James P. Pappas__
James P. Pappas
Director of Trustee Relations and
Authorized Person
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Schedule A
(continued)
A-3
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A-1
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EX-99
7
shrmtg052.txt
Shareholder meeting results (Unaudited)
February 27, 2014 special meeting
A proposal to approve a new management contract between the fund
and Putnam Management was approved as follows:
Votes for Votes against Abstentions
29,731,555 1,310,388 963,323
April 25, 2014 meeting
At the meeting, a proposal to fix the number of Trustees at 14
was approved as follows:
Votes for Votes against Abstentions
47,771,905 1,808,042 867,678
At the meeting, each of the nominees for Trustees was elected,
as follows:
Votes for Votes withheld
Liaquat Ahamed 48,286,459 2,161,172
Ravi Akhoury 48,242,831 2,204,800
Barbara M. Baumann 48,436,871 2,010,760
Jameson A. Baxter 48,398,108 2,049,523
Charles B. Curtis 48,422,411 2,025,220
Robert J. Darretta 48,472,179 1,975,452
Katinka Domotorffy 48,393,964 2,053,667
Paul L. Joskow 48,497,721 1,949,910
Kenneth R. Leibler 48,522,237 1,925,394
George Putnam, III 48,447,289 2,000,341
Robert L. Reynolds 48,481,832 1,965,799
W. Thomas Stephens 48,455,458 1,992,173
A quorum was not present with respect to the matter of electing
two Trustees to be voted on by the preferred shareholders voting
as a separate class. As a result, in accordance with the funds
Declaration of Trust and Bylaws, independent fund Trustees John
A. Hill and Robert E. Patterson remain in office and continue to
serve as Trustees.
June 24, 2014 meeting
At the meeting a proposal to authorize the Trustees to amend and restate the
funds Agreement and Declaration of Trust to revise the quorum requirement
for shareholder meetings, with respect to which the April 25, 2014 meeting
had been adjourned, was approved as follows:
Votes for Votes against Abstentions
29,735,084 5,633,887 988,160
At the meeting, a proposal to authorize the Trustees to amend and restate
the funds Agreement and Declaration of Trust to make other changes, with
respect to which the April 25, 2014 meeting had been adjourned, was
approved as follows:
Votes for Votes against Abstentions
32,075,750 2,933,340 1,348,037
At the meeting, a proposal to authorize the Trustees to amend the
funds Agreement and Declaration of Trust to eliminate certain
mandatory shareholder votes on converting the fund to an open-ended
investment company, with respect to which the April 25, 2014 meeting
had been adjourned, was not approved as follows:
Votes for Votes against Abstentions
27,391,330 7,743,115 1,222,682
All tabulations are rounded to the nearest whole number.