0000869392-15-000031.txt : 20150226
0000869392-15-000031.hdr.sgml : 20150226
20150226083153
ACCESSION NUMBER: 0000869392-15-000031
CONFORMED SUBMISSION TYPE: NSAR-A
PUBLIC DOCUMENT COUNT: 6
CONFORMED PERIOD OF REPORT: 20141231
FILED AS OF DATE: 20150226
DATE AS OF CHANGE: 20150226
EFFECTIVENESS DATE: 20150226
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: PUTNAM MULTI-CAP GROWTH FUND
CENTRAL INDEX KEY: 0000865177
IRS NUMBER: 043091455
STATE OF INCORPORATION: MA
FISCAL YEAR END: 0630
FILING VALUES:
FORM TYPE: NSAR-A
SEC ACT: 1940 Act
SEC FILE NUMBER: 811-06128
FILM NUMBER: 15650385
BUSINESS ADDRESS:
STREET 1: ONE POST OFFICE SQUARE
CITY: BOSTON
STATE: MA
ZIP: 02109
BUSINESS PHONE: 6172921000
MAIL ADDRESS:
STREET 1: ONE POST OFFICE SQUARE
CITY: BOSTON
STATE: MA
ZIP: 02109
FORMER COMPANY:
FORMER CONFORMED NAME: PUTNAM NEW OPPORTUNITIES FUND
DATE OF NAME CHANGE: 19920703
0000865177
S000006295
PUTNAM MULTI-CAP GROWTH FUND
C000017306
Class A Shares
PNOPX
C000017307
Class B Shares
PNOBX
C000017308
Class C Shares
PNOCX
C000017309
Class M Shares
PNOMX
C000017310
Class R Shares
PNORX
C000017311
Class Y Shares
PNOYX
NSAR-A
1
answer.fil
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SIGNATURE JANET C. SMITH
TITLE PRINC. ACCT. OFFICER
EX-99
2
bylaws852.txt
BYLAWS
OF
PUTNAM AMERICAN GOVERNMENT INCOME FUND,
PUTNAM ARIZONA TAX EXEMPT INCOME FUND,
PUTNAM ASSET ALLOCATION FUNDS,
PUTNAM CALIFORNIA TAX EXEMPT INCOME FUND,
PUTNAM CONVERTIBLE SECURITIES FUND,
PUTNAM DIVERSIFIED INCOME TRUST,
PUTNAM EQUITY INCOME FUND,
PUTNAM EUROPE EQUITY FUND,
THE PUTNAM FUND FOR GROWTH AND INCOME,
PUTNAM FUNDS TRUST,
GEORGE PUTNAM BALANCED FUND,
PUTNAM GLOBAL EQUITY FUND,
PUTNAM GLOBAL HEALTH CARE FUND,
PUTNAM GLOBAL INCOME TRUST,
PUTNAM GLOBAL NATURAL RESOURCES FUND,
PUTNAM GLOBAL UTILITIES FUND,
PUTNAM HIGH YIELD ADVANTAGE FUND,
PUTNAM HIGH YIELD TRUST,
PUTNAM INCOME FUND,
PUTNAM INTERNATIONAL EQUITY FUND,
PUTNAM INVESTMENT FUNDS,
PUTNAM INVESTORS FUND,
PUTNAM MASSACHUSETTS TAX EXEMPT INCOME FUND,
PUTNAM MICHIGAN TAX EXEMPT INCOME FUND,
PUTNAM MINNESOTA TAX EXEMPT INCOME FUND,
PUTNAM MONEY MARKET FUND,
PUTNAM MULTICAP GROWTH FUND,
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 RETIREMENTREADY FUNDS,
PUTNAM TAX EXEMPT INCOME FUND,
PUTNAM TAX EXEMPT MONEY MARKET FUND,
PUTNAM TAXFREE INCOME TRUST,
PUTNAM U.S. GOVERNMENT INCOME TRUST,
PUTNAM VARIABLE TRUST, AND
PUTNAM VOYAGER FUND
(As amended through October 17, 2014)
ARTICLE 1
Agreement and Declaration of Trust and Principal Office
1.1 Agreement and Declaration of Trust. These Bylaws
shall be subject to the Agreement and Declaration of Trust, as
from time to time in effect (the Declaration of Trust), of the
Massachusetts business trust established by the Declaration of
Trust (the Trust). Capitalized terms used but not defined in
these Bylaws have the meanings given to them in the Declaration
of Trust.
1.2 Principal Office of the Trust. The principal office
of the Trust shall be located in Boston, Massachusetts. The
Trust may have other principal offices within or without the
Commonwealth of Massachusetts as the Trustees may from time to
time determine.
ARTICLE 2
Meetings of Trustees
2.1 Regular Meetings. Regular meetings of the Trustees
may be held without call or notice at such places and at such
times as the Trustees may from time to time determine, provided
that notice of the first regular meeting following any such
determination shall be given to absent Trustees.
2.2 Special Meetings. Special meetings of the Trustees
may be held at any time and at any place designated in the call
of the meeting when called by the Chair of the Trustees, the
President, the Executive Vice President or the Treasurer or by
two or more Trustees, sufficient notice thereof being given to
each Trustee by the Clerk or an Assistant Clerk or by the
officer or the Trustees calling the meeting.
2.3 Notice of Special Meetings. It shall be sufficient
notice to a Trustee of a special meeting: (a) to send notice (i)
by mail at least fortyeight hours before the meeting, (ii) by
courier at least fortyeight hours before the meeting, (iii) by
electronic mail (email), facsimile or other electronic means at
least twentyfour hours before the meeting, in each case,
addressed to the Trustee at his or her usual or last known
business or residence address (or email address, facsimile
number or other appropriate address); or (b) to give notice to
him or her in person or by telephone at least twentyfour hours
before the meeting. Notice of a special meeting need not be
given to any Trustee 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 Trustee who attends the
meeting without protesting before or at its commencement the
lack of notice to him or her. Any written waiver of notice may
be provided and delivered to the Trust by mail, courier, email,
facsimile or other electronic means. Neither notice of a meeting
nor a waiver of a notice need specify the purposes of the
meeting. All notices shall be deemed to be given when sent.
2.4 Quorum. At any meeting of the Trustees a majority of
the Trustees then in office shall constitute a quorum. Once a
quorum has been validly established for a meeting, it cannot be
broken by Trustees withdrawing from the meeting. Any meeting
may be adjourned from time to time by a majority of the votes
cast upon the question, whether or not a quorum is present, and
the meeting may be held as adjourned without further notice.
2.5 Telephone Meeting; Action Without a Meeting. Except
as otherwise provided in the Declaration of Trust and these
Bylaws, any action to be taken by the Trustees may be taken by a
majority of the Trustees present at the meeting of the Trustees
(a quorum being present), 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. Any action to
be taken by the Trustees may also be taken without a meeting if
one or more written consents thereto are signed by a majority of
the Trustees. Any written consent may be given by mail,
courier, email, facsimile or other electronic means. Copies of
such written consents shall be filed with the minutes of the
proceedings of the Trustees. Such consents shall be treated for
all purposes as a vote taken at a meeting of the Trustees. If
in accordance with the provisions of the Declaration of Trust
and these Bylaws any action is taken by the Trustees by written
consents of less than all of the Trustees, then prompt notice of
any such action shall be furnished to each Trustee who did not
execute such written consent, provided that the effectiveness of
such action shall not be impaired by any delay or failure to
furnish such notice.
ARTICLE 3
Officers
3.1 Enumeration; Qualification. The officers of the Trust
shall be a President, a Treasurer, a Clerk and such other
officers (including Vice President, which shall include the
office of Executive Vice President), if any, as the Trustees
from time to time may in their discretion elect. The Trust may
also have such agents as the Trustees from time to time may in
their discretion appoint. In addition, there shall be a Chair
of the Trustees, who will be considered an officer of the
Trustees and not of the Trust. The Chair of the Trustees shall
be a Trustee and may but need not be a Shareholder; and any
other officer may but need not be a Trustee or a Shareholder.
Any two or more offices may be held by the same person.
3.2 Election. The Chair of the Trustees, the President,
the Treasurer and the Clerk shall be elected by the Trustees
upon the occurrence of any vacancy in any such office. Other
officers, if any, may be elected or appointed by the Trustees at
any time. Vacancies in any such other office may be filled at
any time.
3.3 Tenure. The Chair of the Trustees, the President, the
Treasurer and the Clerk shall hold office in each case until he
or she dies, resigns, is removed or becomes disqualified. Each
other officer shall hold office, and each agent shall retain
authority, at the pleasure of the Trustees. Notwithstanding the
foregoing, the tenure of any officer of the Trust who is an
employee or officer of the Trusts investment adviser or its
affiliates shall automatically terminate contemporaneously with
the termination of such persons employment with, or service as
officer of, the Trusts investment adviser and all of its
affiliates.
3.4 Powers. Subject to the other provisions of these
Bylaws, each officer shall have, in addition to the duties and
powers set forth in these Bylaws and in the Declaration of
Trust, such duties and powers as are commonly incident to the
office occupied by him or her as if the Trust were organized as
a Massachusetts business corporation and such other duties and
powers as the Trustees may from time to time designate.
3.5 Chair. Unless the Trustees otherwise provide, the
Chair of the Trustees shall preside at all meetings of the
Trustees. The Chair of the Trustees shall have such other
duties and powers relating to the operations of the Trustees as
the Trustees may from time to time designate, but shall have no
individual authority to act for the Trust as an officer of the
Trust. The Trustees, including a majority of the Trustees who
are not interested persons of the Trust, as that term is defined
in the 1940 Act, may appoint one or more persons to perform the
duties of the Chair of the Trustees in the event of his or her
absence at any meeting or in the event of his or her disability.
The Chair of the Trustees shall also have the power to appoint
one or more persons to perform the duties of the Chair of the
Trustees in the event of his or her absence at any meeting.
3.6 President. Unless the Trustees otherwise provide by
vote or otherwise, the President shall be the principal
executive officer of the Trust.
3.7 Treasurer. Unless the Trustees otherwise provide by
vote or otherwise, the Treasurer shall be the principal
financial and accounting officer of the Trust, and shall,
subject to the provisions of the Declaration of Trust and to any
arrangement made by the Trustees with a custodian, investment
adviser, subadviser or manager, or transfer, Shareholder
servicing or similar agent, be in charge of the valuable papers,
books of account and accounting records of the Trust, and shall
have such other duties and powers as may be designated from time
to time by the Trustees or by the principal executive officer of
the Trust.
3.8 Clerk. The Clerk shall record all proceedings of the
Shareholders and the Trustees in books to be kept therefor,
which books or a copy thereof shall be kept at the principal
office of the Trust. In the absence of the Clerk from any
meeting of the Shareholders or Trustees (or a Committee
thereof), an Assistant Clerk, or if there be none or if he or
she is absent, a temporary Clerk chosen at such meeting by the
chair of such meeting, shall record the proceedings thereof in
the aforesaid books.
3.9 Resignations and Removals. Any Trustee or officer may
resign at any time by written instrument signed by him or her
and delivered to the Chair of the Trustees, the President or the
Clerk or to a meeting of the Trustees. Such resignation shall
be effective upon receipt unless specified to be effective at
some other time. The Trustees may remove any officer elected or
appointed by them with or without cause. Except to the extent
expressly provided in a written agreement with the Trust, no
Trustee or officer resigning and no officer removed shall have
any right to any compensation for any period following his or
her resignation or removal, or any right to damages on account
of such removal.
ARTICLE 4
Committees
4.1 Quorum; Voting. Except as provided below or as
otherwise specifically provided in the votes or charter
constituting a Committee of the Trustees and providing for the
conduct of its meetings, a majority of the members of any
Committee of the Trustees shall constitute a quorum for the
transaction of business (which quorum once validly established
cannot be broken by Trustees withdrawing from the meeting), and
any action of such a Committee may be taken by a vote of a
majority of the members of such Committee (a) present at a
meeting of such Committee (a quorum being present), 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 (participation by such means shall constitute presence in
person at a meeting), or (b) evidenced by one or more written
consents, including written consents submitted by mail, courier,
email, facsimile or other electronic means. Copies of such
written consents shall be filed with the minutes of the
proceedings of such Committee. Such consents shall be treated
for all purposes as a vote taken at a meeting of such Committee.
If in accordance with the provisions of the Declaration of
Trust and these Bylaws any action is taken by written consents
of less than all of the Committees members, then prompt notice
of any such action shall be furnished to each member who did not
execute such written consent, provided that the effectiveness of
such action shall not be impaired by any delay or failure to
furnish such notice. In the absence of any member of any such
Committee, the members thereof present at any properly called
meeting, whether or not they constitute a quorum, may appoint a
member of the Trustees to act at that meeting only in the place
of any absent member.
Except as specifically provided in the votes constituting a
Committee of the Trustees and providing for the conduct of its
meetings, Section 2.3 of these Bylaws relating to special
meetings shall govern the notice requirements for Committee
meetings.
4.2 Authority of Trustees. The Trustees have the power to
rescind any action of any Committee, but no such rescission
shall have retroactive effect unless determined so by the
Trustees.
ARTICLE 5
Reports
5.1 General. The Trustees and officers shall render
reports at the time and in the manner required by the
Declaration of Trust or any applicable law. Officers and
Committees shall render such additional reports as they may deem
desirable or as may from time to time be required by the
Trustees.
ARTICLE 6
Fiscal Year
6.1 General. Except as from time to time otherwise
provided by the Trustees, the initial fiscal year of the Trust
and each series of the Trust shall end on such date as is
determined in advance or in arrears by the Treasurer, and
subsequent fiscal years shall end on such date in subsequent
years.
ARTICLE 7
Seal
7.1 General. The seal of the Trust, if any, shall consist
of a flatfaced die with the word Massachusetts, together with
the name of the Trust and the year of its organization cut or
engraved thereon but, unless otherwise required by the Trustees,
the seal need not be placed on, and its absence shall not impair
the validity of, any document, instrument or other paper
executed and delivered by or on behalf of the Trust.
ARTICLE 8
Execution of Papers
8.1 General. Except as the Trustees may generally or in
particular cases authorize the execution thereof in some other
manner, all deeds, leases, contracts, notes and other
obligations made, accepted or endorsed by the Trust shall be
signed by the President, a Vice President or the Treasurer, and
need not bear the seal of the Trust.
ARTICLE 9
Issuance of Shares and Share Certificates
9.1 Sale of Shares. Except as otherwise determined by the
Trustees, the Trust will issue and sell for cash or securities
from time to time full and fractional Shares, such Shares to be
issued and sold at a price of not less than the par value per
share, if any, and not less than the net asset value per share
as from time to time determined in accordance with procedures
adopted by the Trustees and, in the case of fractional Shares,
at a proportionate reduction in such price. In the case of
Shares sold for securities, such securities shall be valued in
accordance with procedures approved by the Trustees for
determining the value of the assets of the Trust. The officers
of the Trust are severally authorized to take all such actions
as may be necessary or desirable to carry out this Section 9.1.
9.2 Share Certificates. In lieu of issuing certificates
for Shares, the Trustees or the transfer agent may either issue
receipts therefor or may keep accounts upon the books of the
Trust for the record holders of such Shares, who shall in either
case be deemed, for all purposes hereunder, to be the holders of
certificates for such Shares as if they had accepted such
certificates and shall be held to have expressly assented and
agreed to the terms hereof.
The Trustees may at any time authorize the issuance of
Share certificates. In that event, each Shareholder shall be
entitled to a certificate stating the number of Shares of each
class owned by him or her, in such form as shall be prescribed
from time to time by the Trustees. Such certificate shall be
signed by the President or a Vice President and by the Treasurer
or an Assistant Treasurer. Such signatures may be facsimile if
the certificate is signed by a transfer agent or by a registrar.
In case any officer who has signed or whose facsimile signature
has been placed on such certificate shall cease to be such
officer before such certificate is issued, it may be issued by
the Trust with the same effect as if he or she were such officer
at the time of its issue.
9.3 Loss of Certificates. The transfer agent of the
Trust, with the approval of any two officers of the Trust, is
authorized to issue and countersign replacement certificates for
the Shares of the Trust which have been lost, stolen or
destroyed upon (i) receipt of an affidavit or affidavits of loss
or nonreceipt and of an indemnity agreement executed by the
registered holder or his or her legal representative and
supported by an open penalty surety bond, said agreement and
said bond in all cases to be in form and content satisfactory to
and approved by the President or the Treasurer, or (ii) receipt
of such other documents as may be approved by the Trustees.
9.4 Issuance of New Certificate to Pledgee. A pledgee of
Shares transferred as collateral security shall be entitled to a
new certificate if the instrument of transfer substantially
describes the debt or duty that is intended to be secured
thereby. Such new certificate shall express on its face that it
is held as collateral security, and the name of the pledgor
shall be stated thereon, who alone shall be liable as a
Shareholder and entitled to vote thereon.
9.5 Discontinuance of Issuance of Certificates. The
Trustees may at any time discontinue the issuance of Share
certificates and may, by written notice to each Shareholder whom
the Trust believes to hold a Share certificate, require the
surrender of Share certificates to the Trust for cancellation.
Such surrender and cancellation shall not affect the ownership
of Shares in the Trust.
ARTICLE 10
Shareholders
10.1 Call of a Meeting. The Clerk shall provide notice of
a meeting of the Shareholders whenever ordered by the Trustees
or requested in writing by the holder or holders of at least
onetenth of the outstanding Shares entitled to vote at such
meeting. If the Clerk, when so ordered or requested, refuses or
neglects for more than 30 days to provide such notice, the
Trustees or the Shareholders so requesting may, in the name of
the Clerk, call the meeting by giving notice thereof in the
manner required when notice is given by the Clerk. Any
previously scheduled meeting of Shareholders may be postponed or
cancelled by the Trustees upon public notice given prior to the
time previously scheduled for such meeting.
10.2 Adjournment. Any meeting of Shareholders may, by
action of the chair of the meeting, be adjourned from time to
time without notice other than announcement at the meeting at
which the adjournment is taken with respect to one or more
matters to be considered at such meeting to a designated date
which may be more than 120 days after the date initially set for
the meeting, time and place, whether or not a quorum is present
with respect to such matter. Upon motion of the chair of the
meeting, the question of adjournment may be (but is not required
by these Bylaws to be) submitted to a vote of the Shareholders,
and in that case, any adjournment with respect to one or more
matters must be approved by the vote of holders of a majority of
the Shares present and entitled to vote with respect to the
matter or matters adjourned and, if approved, such adjournment
shall take place without further notice other than announcement
at the meeting at which the adjournment is taken. Unless a
proxy is otherwise limited in this regard, any Shares present
and entitled to vote at a meeting, including any Shares that are
represented by broker nonvotes, may, at the discretion of the
proxies named therein, be voted in favor of such an adjournment.
Any proposal for which sufficient favorable votes have been
received may (but need not) be acted upon and considered final
and effective regardless of whether the meeting is adjourned to
permit additional solicitation with respect to any other
proposal that is properly before the meeting.
10.3 Conduct of Meetings. Meetings of the Shareholders
shall be presided over by the Chair of the Trustees, or, if the
Chair is not present at the meeting, then by a Trustee or
officer designated by the Chair or authorized by the Trustees,
or if there is no such person present at the meeting, then by
any officer of the Trust present at the meeting, and such person
shall be deemed for all purposes the chair of the meeting. The
chair of the meeting shall have the right and authority to
prescribe such rules, regulations and procedures and to do all
such acts as, in the judgment of such chair, are necessary,
appropriate or convenient for the proper conduct of the meeting,
including, without limitation, establishing: an agenda or order
of business for the meeting; rules and procedures for
maintaining order at the meeting and the safety of those
present; conditions on the recording of the meeting; limitations
on participation in such meeting to Shareholders of record of
the Trust and their duly authorized and constituted proxies, and
such other persons as the chair shall permit; restrictions on
entry to the meeting after the time fixed for the commencement
thereof; limitations on the time allotted to questions or
comments by participants; conditions for the removal of any
Shareholder or any other person who refuses to comply with
meeting procedures, rules or guidelines as set forth by the
chair of the meeting; and regulations for the opening and
closing of the polls for balloting on matters which are to be
voted on by ballot. For any matter to be properly before any
meeting of Shareholders, the matter must be a proper matter for
Shareholder action under the Declaration of Trust, these Bylaws
and applicable law and must be specifically identified in the
notice of meeting given by or at the direction of a majority of
the Trustees then in office or otherwise brought before the
meeting by or at the direction of the chair of the meeting, in
the chairs sole discretion. With the exception of Shareholder
proposals submitted in accordance with, and otherwise meeting
the requirements of, Rule 14a8 under the Securities Exchange Act
of 1934, as amended, or any successor provisions, only matters
proposed by the Trustees may be included in the Trusts proxy
materials. At all meetings of Shareholders, unless voting is
conducted by inspectors, all questions relating to the
qualification of voters and the validity of proxies and the
acceptance or rejection of votes shall be decided by the chair
of the meeting. The chair of the meeting shall determine, in
the chairs sole discretion, whether to appoint an inspector for
any meeting. Unless otherwise determined by the chair of the
meeting, meetings shall not be required to be held in accordance
with any rules of parliamentary procedure.
10.4 Access to Shareholder List. Shareholders of record
may apply in writing to the Trustees for assistance in
communicating with other Shareholders for the purpose of calling
a meeting in order to vote upon the question of removal of a
Trustee. With respect to any Fund as to which the Trust has
given such an undertaking in its registration statement, and
only such a Fund, or for any other Fund as the Trustees may
determine in their sole discretion, when ten or more
Shareholders of record who have been such for at least six
months preceding the date of application and who hold in the
aggregate Shares having a net asset value of at least $25,000 so
apply, the Trustees shall within five business days either:
(i) afford to such applicants access to a list of
names and addresses of all Shareholders as recorded on
the books of the Trust; or
(ii) inform such applicants of the approximate
number of Shareholders of record and the approximate
cost of mailing material to them, and, within a
reasonable time thereafter, mail, at the applicants
expense, materials submitted by the applicants, to all
such Shareholders of record. The Trustees shall not
be obligated to mail materials which they believe to
be misleading or in violation of applicable law.
10.5 Record Dates. For the purpose of determining the
Shareholders of any class or series of Shares of the Trust who
are entitled to vote or act at any meeting or any adjournment
thereof, or who are entitled to receive payment of any dividend
or of any other distribution, the Trustees (or their designees)
may from time to time fix a time, which shall be not more than
90 days before the date of any meeting of Shareholders or more
than 60 days before the date of payment of any dividend or of
any other distribution, as the record date for determining the
Shareholders of such class or series having the right to notice
of and to vote at such meeting and any adjournment thereof or
the right to receive such dividend or distribution, and in such
case only Shareholders of record on such record date shall have
such right notwithstanding any transfer of Shares on the books
of the Trust after the record date; or without fixing such
record date the Trustees may for any such purposes close the
register or transfer books for all or part of such period.
10.6 Communications with Shareholders. Any notices,
reports, statements or other communications with Shareholders of
any kind required under the Declaration of Trust, these Bylaws
or applicable law may be sent, delivered or made available in
any reasonable manner as may be determined by the Trustees or
officers if not otherwise prohibited by applicable law,
including, without limitation, by mail, courier, email,
facsimile or other electronic means or by posting on a website;
and such communications may be sent, delivered or otherwise made
available to Shareholders in accordance with householding or
other similar rules under which a single copy of such notice or
report may be sent to Shareholders who reside at the same
address. No communication need be given to any Shareholder who
shall have failed to inform the Trust of the Shareholders
current address and the Trustees may from time to time adopt, or
may authorize the officers or agents of the Trust to adopt,
procedures or policies with respect to communications to
Shareholders that are returned to the Trust or its agents as
undeliverable and similar matters. Any Shareholder may waive
receipt of any notice or other communication.
10.7 Proxies. The placing of a Shareholders name on a
proxy pursuant to telephone or electronically transmitted
instructions (including instructions submitted via the Internet)
obtained pursuant to procedures reasonably designed to verify
that such instructions have been authorized by such Shareholder
shall constitute execution of such proxy by or on behalf of such
Shareholder.
ARTICLE 11
11.1 Inspection of Books. The Trustees shall from time to
time determine whether and to what extent, at what times and
places and under what conditions and regulations any of the
accounts and books of the Trust or any series thereof shall be
open to the inspection of the Shareholders, and no Shareholder
shall have any right to inspect any account or book or document
of the Trust or any series thereof except as conferred by law or
otherwise by the Trustees or by these Bylaws.
ARTICLE 12
Preferences, Rights and Privileges of the
Trusts Classes of Shares
12.1 General. Each class of Shares of the Trust or of a
particular series of the Trust, as the case may be, will
represent interests in the same portfolio of investments of the
Trust (or that series) and be identical in all respects, except
as set forth in the Rule 18f3 Plan (the Plan) of the Trust, as
amended from time to time. The Plan is incorporated herein by
reference and any amendments to the Plan adopted by the Trustees
after the date hereof shall be incorporated herein by reference
effective upon approval of such amendments unless determined
otherwise by the Trustees at such time.
12.2. Conversion of Class B Shares. Except as hereinafter
provided with respect to Shares acquired by exchange or
reinvestment of distributions, Class B Shares of the Trust will
automatically convert into Class A Shares of the Trust at the
end of the month eight years after the month of purchase, or at
such earlier time as the Trustees may in their sole discretion
determine from time to time as to all Class B Shares purchased
on or before such date as the Trustees may specify. Class B
Shares acquired by exchange from Class B Shares of another
Putnam Fund will convert into Class A Shares based on the date
of the initial purchase of the Class B Shares of such other
Fund. Class B Shares acquired through reinvestment of
distributions will convert into Class A Shares based on the date
of the initial purchase of Class B Shares to which such
reinvestment Shares relate. For this purpose, Class B Shares
acquired through reinvestment of distributions will be
attributed to particular purchases of Class B Shares in
accordance with such procedures, which may include without
limitation methods of proration or approximation, as the
Trustees may in their sole discretion determine from time to
time.
ARTICLE 13
Amendments to the Bylaws
13.1 General. These Bylaws may be amended or repealed, in
whole or in part, by a majority of the Trustees then in office.
These Bylaws may not be amended by Shareholders.
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EX-99
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decoftrust852.txt
PUTNAM MULTICAP GROWTH FUND
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
This AMENDED AND RESTATED AGREEMENT AND DECLARATION OF
TRUST made at Boston, Massachusetts, on this 17th day of April,
2014, hereby amends and restates in its entirety the Agreement
and Declaration of Trust dated June 25, 1990, 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 MultiCap Growth
Fund 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 series or class of Shares is authorized by the
Trustees, the equal proportionate transferable units into
which each series or class 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 series or series of Shares refers to the one
or more separate investment portfolios of the Trust into
which the assets and liabilities of the Trust may be
divided and the Shares of the Trust representing the
beneficial interest of Shareholders in such respective
portfolios; and
(j) The term class or class of Shares refers to the
division of Shares representing any series into two or more
classes 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 authorized shall be unlimited.
The Shares of the Trust shall be issued in one or more series as
the Trustees may, without shareholder approval, authorize. Each
series shall be preferred over all other series in respect of
the assets allocated to that series within the meaning of the
1940 Act and shall represent a separate investment portfolio of
the Trust. The beneficial interest in each series shall at all
times be divided into Shares, without par value unless otherwise
determined by the Trustees, each of which shall, except as
provided in the following sentence, represent an equal
proportionate interest in the series with each other Share of
the same series, none having priority or preference over
another. The Trustees may, without Shareholder approval, divide
the Shares of any series into two or more classes, Shares of
each such class having such preferences and special or relative
rights and 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 series or class
into a greater or lesser number without thereby changing the
proportionate beneficial interest in the series or class. The
Trustees may also, without shareholder approval, from time to
time combine the Shares or two or more classes of any series
into a single class.
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
series and class and as to the number of Shares of each series
and class 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.
All consideration received by the Trust for the issue or
sale of Shares of each series, together with all income,
earnings, profits, and proceeds thereof, including any proceeds
derived from the sale, exchange or liquidation thereof, and any
funds or payments derived from any reinvestment of such proceeds
in whatever form the same may be, shall irrevocably belong to
the series of Shares with respect to which the same were
received by the Trust for all purposes, subject only to the
rights of creditors, and shall be so handled upon the books of
account of the Trust and are herein referred to as assets of
such series.
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 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. A Trustee may be elected either by the Trustees or
by the Shareholders. The number of Trustees shall be fixed from
time to time by the Trustees and, at or after the commencement
of the business of the Trust, shall be not less than three.
Each Trustee elected by the Trustees or the Shareholders shall
serve until he or she retires, resigns, is removed or dies or
until the next meeting of Shareholders called for the purpose of
electing Trustees and until the election and qualification of
his or her successor.
Removal
Section 2. A Trustee may be removed (i) by vote of the
holders of twothirds of the outstanding Shares at a meeting
called for the purpose or (ii) by vote of twothirds of the
Trustees.
Effect of Death, Resignation, etc. of a Trustee
Section 3. 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 4. 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; they 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;
(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) Subject to the provisions of Article III, Section 3, to
allocate assets, liabilities, income and expenses of the Trust
to a particular series of Shares or to apportion the same among
two or more series, provided that any liabilities or expenses
incurred by or arising in connection with a particular series of
Shares shall be payable solely out of the assets of that series;
and to the extent necessary or appropriate to give effect to the
preferences and special or relative rights and privileges of any
classes of Shares, to allocate assets, liabilities, income and
expenses of a series to a particular class of Shares of that
series or to apportion the same among two or more classes of
Shares of that 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; and
(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.
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 5. 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, provided,
however, that all expenses, fees, charges, taxes and liabilities
incurred by or arising in connection with a particular series of
Shares shall be payable solely out of the assets of that series.
Ownership of Assets of the Trust
Section 6. Title to all of the assets of each series of
Shares and of the Trust shall at all times be considered as
vested in the Trustees.
Advisory, Management and Distribution
Section 7. 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 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
of Shares as set forth elsewhere 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 2, (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 amendment of this
Declaration of Trust to the extent and as provided in Article
IX, Section 8, and (vi) 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
Securities and Exchange 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. 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 series or classes of shares, except (1)
when required by the 1940 Act or when the Trustees shall have
determined that the matter affects one or more series or classes
of Shares materially differently, Shares shall be voted by
individual series or class; and (2) when the Trustees have
determined that the matter affects only the interests of one or
more series or classes, only Shareholders of such series or
classes shall be entitled to vote thereon. 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 series or class 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 series or class.
Voting Power and Meetings
Section 2. Meetings of Shareholders of any or all series or
classes may 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 series or classes 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 10% of the
then outstanding shares of all series and classes 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 10% of the
then outstanding Shares of all series and classes 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 series or class shall
vote as an individual series or class, then thirty percent of
the aggregate number of Shares of that series or class entitled
to vote shall be necessary to constitute a quorum for the
transaction of business by that series or class. 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 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 series or class shall vote as
an individual series or class then a majority of the Shares of
that series or class voted on the matter (or a plurality with
respect to the election of a Trustee) shall decide that matter
insofar as that series or class 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, Redemptions and Repurchases
Distributions
Section 1. The Trustees may each year, or more frequently if
they so determine, distribute to the Shareholders of each series
out of the assets of such series such amounts as the Trustees
may determine. Any such distribution to the Shareholders of a
particular series shall be made to said Shareholders pro rata in
proportion to the number of Shares of such series held by each
of them, except to the extent otherwise required or permitted by
the preferences and special or relative rights and privileges of
any classes of Shares of that Series, and any distribution to
the Shareholders of a particular class of Shares shall be made
to such Shareholders pro rata in proportion to the number of
Shares of such class 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. Any such
distribution paid in Shares will be paid at the net asset value
thereof as determined in accordance with the Bylaws.
Redemptions and Repurchases
Section 2. The Trust shall purchase such Shares as are offered
by any Shareholder for redemption, upon the presentation of any
certificate for the Shares to be purchased, a proper instrument
of transfer and a request directed to the Trust or a person
designated by the Trust that the Trust purchase such Shares, or
in accordance with such other procedures for redemption as the
Trustees may from time to time authorize; and the Trust will pay
therefor the net asset value thereof, as next determined in
accordance with the Bylaws, less any redemption charge fixed by
the Trustees. Payment for said Shares shall be made by the
Trust to the Shareholder within seven days after the date on
which the request is made. The obligation set forth in this
Section 2 is subject to the provision that in the event that at
any time the New York Stock Exchange is closed for other than
customary weekends or holidays, or, if permitted by rules of the
Securities and Exchange Commission, during periods when trading
on the Exchange is restricted or during any emergency which
makes it impractical for the Trust to dispose of its investments
or to determine fairly the value of its net assets, or during
any other period permitted by order of the Securities and
Exchange Commission for the protection of investors, such
obligation may be suspended or postponed by the Trustees. The
Trust may also purchase or repurchase Shares at a price not
exceeding the net asset value of such Shares in effect when the
purchase or repurchase or any contract to purchase or repurchase
is made. Payment for any redemption, purchase or repurchase may
be made in cash or, except to the extent prohibited by the laws
of any jurisdiction in which Shares are registered for sale, in
other property, or any combination thereof. The composition of
any such payment shall be determined by the Trust in its sole
discretion, and the Trust shall have no obligation to effect a
pro rata division of cash or other property in making any such
payment. In no event shall the Trust be liable for any delay of
any other person in transferring securities or other property
selected for delivery as all or part of any such payment.
Redemption at the Option of the Trust
Section 3. The Trust shall have the right at its option and at
any time to redeem Shares of any Shareholder at the net asset
value thereof as determined in accordance with the Bylaws: (i)
if at such time such Shareholder owns fewer Shares than, or
Shares having an aggregate net asset value of less than, an
amount determined from time to time by the Trustees, in which
case the Trust may redeem all Shares owned by such Shareholder
or only so many of such Shares as may be required to compensate
the Trust for any fee fixed from time to time by the Trustees
for the maintenance of small accounts; (ii) to the extent that
such Shareholder owns Shares of a particular series of Shares
equal to or in excess of a percentage of the outstanding Shares
of that series determined from time to time by the Trustees;
(iii) to the extent that such Shareholder owns Shares of the
Trust representing a percentage equal to or in excess of such
percentage of the aggregate number of outstanding Shares of the
Trust or the aggregate net asset value of the Trust determined
from time to time by the Trustees; (iv) if such Shareholder
fails to supply appropriate personal and tax identification
information requested by the Trust; (v) if such Shareholder
fails to meet or maintain the qualifications for ownership of a
particular series or class; or (vi) if the Trustees determine
for any other reason, in their sole discretion, that the
ownership of Shares by a Shareholder is not in the best
interests of the remaining Shareholders of the Trust or of the
applicable series or class.
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 Securities and Exchange 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 representative 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, but only out of the assets of the particular series
of Shares of which he or she is or was a Shareholder.
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 or a particular
series of Shares shall look only to the assets of the Trust or
the assets of that particular series of Shares 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 State
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 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 Trustee
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
and each series and class shall continue without limitation of
time. The Trust or any series or class of any series may be
terminated at any time (i) by the Trustees by written notice to
the Shareholders of the Trust or to the Shareholders of the
particular series or class, as the case may be, or (ii) by the
affirmative vote of the lesser of (1) more than 50% of the
outstanding Shares of each series or class entitled to vote, or
(2) 67% or more of the Shares of each series or class entitled
to vote and present at a meeting called for this purpose if more
than 50% of the outstanding Shares of each series or class
entitled to vote are present at the meeting in person or by
proxy. Upon termination of the Trust or of any series or class,
after paying or otherwise providing for all charges, taxes,
expenses and liabilities, whether due or accrued or anticipated,
of the Trust, or of the particular series or class, as may be
determined by the Trustees, the Trust shall in accordance with
such procedures as the Trustees consider appropriate reduce the
remaining assets of the Trust, or of the particular series or
classes, as the case may be, to distributable form in cash or
shares or other property, or any combination thereof, and
distribute the proceeds to the Shareholders of the Trust or of
the particular series or class, ratably according to the number
of Shares of such series or class held by the several
Shareholders of such series or class 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 of Shares of that series or class.
Merger, Consolidation, Sale of Assets and Other Reorganizations
Section 5. Except as otherwise required by applicable law,
the Trustees may, without Shareholder approval, authorize the
Trust or any series or class to merge, consolidate or reorganize
with any other entity (including another series or class of the
Trust), or to sell or exchange all or substantially all of the
assets of the Trust or of any series or class, in each case upon
such terms and for such consideration as they may determine to
be in the best interests of the Trust or of the particular
series or class. The authority provided by this Section shall be
in addition to the powers granted to the Trustees under any
other provision of this Declaration of Trust.
Filing and Copies, References, Headings
Section 6. 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 State 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 7. 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 8. This Declaration of Trust may be amended at any
time by an instrument in writing signed by a majority of the
then Trustees when authorized to do so by a vote of the
Shareholders, provided that Shareholder authorization shall not
be required in the case of any amendment (i) 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 or (ii)
which is determined by the Trustees in their sole discretion not
to have a material adverse effect on the Shareholders of any
series or class of Shares.
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, April 17, 2014
Then personally appeared each of the above named
Trustees of Putnam MultiCap Growth Fund and acknowledged the
foregoing instrument to be his or her free act and deed, before
me,
/s/ J.
ScottHarris
Notary
Public
My Commission
Expires: August 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, Massachusetts 02109.
-2-
-23-
EX-99
4
mgmtcntrct852.txt
PUTNAM MULTICAP GROWTH FUND
MANAGEMENT CONTRACT
This Management Contract is dated as of February 27, 2014
between PUTNAM MULTICAP GROWTH FUND, 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 Base Fee, computed and paid monthly
on the Average Net Assets of the Fund at the annual rates set
forth on Schedule B attached to this Contract, as from time to
time amended, subject to adjustment as set forth on Schedule C
attached to this Contract, as from time to time amended. The
Funds Average Net Assets means the average of all of the
determinations of the Funds net asset value at the close of
business on each business day during each period for which such
computation is made. The Base Fee, as adjusted, is payable for
each month within 15 days after the close of the month.
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 month,
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.
[The remainder of this page intentionally left blank.]
IN WITNESS WHEREOF, PUTNAM MULTICAP GROWTH FUND 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 MULTICAP GROWTH FUND
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
Base Fee:
0.710% of the first $5 billion of Total OpenEnd Mutual Fund
Average Net Assets;
0.660% of the next $5 billion of Total OpenEnd Mutual Fund
Average Net Assets;
0.610% of the next $10 billion of Total OpenEnd Mutual Fund
Average Net Assets;
0.560% of the next $10 billion of Total OpenEnd Mutual Fund
Average Net Assets;
0.510% of the next $50 billion of Total OpenEnd Mutual Fund
Average Net Assets;
0.490% of the next $50 billion of Total OpenEnd Mutual Fund
Average Net Assets;
0.480% of the next $100 billion of Total OpenEnd Mutual Fund
Average Net Assets;
0.475% of any excess thereafter.
Benchmark: Russell 3000 Growth Index
Maximum Annualized Performance Adjustment Rate: 0.12%
Minimum Annualized Performance Adjustment Rate: 0.12%
Total OpenEnd Mutual Fund Average Net Assets means the average
of all of the determinations of the aggregate net assets of all
openend funds sponsored by Putnam Management (excluding the net
assets of such funds investing in, or invested in by, other such
funds, such as Putnam RetirementReady Funds and Putnam Money
Market Liquidity Fund, to the extent necessary to avoid
doublecounting of such net assets) at the close of business on
each business day during each month while the Management
Contract is in effect.
Schedule C
The Funds Base Fee computed in accordance with Schedule B will
be adjusted, on a monthly basis, upward or downward, as the case
may be, by an amount computed by applying the Performance
Adjustment Rate to the Average Net Assets of the Fund for the
Performance Period and dividing the result by twelve.
Performance Period. The Performance Period is equal to the
shorter of (i) the period from February 1, 2010 to the end of
the month for which the fee adjustment is being computed or (ii)
the thirtysix month period then ended.
Performance Adjustment Rate. The Performance Adjustment Rate is
equal to the product of 0.03 multiplied by the difference,
positive or negative, obtained by subtracting (i) the Investment
Record of the Benchmark for the Performance Period from (ii) the
Investment Performance of the Measuring Class for the
Performance Period; provided that the Performance Adjustment
Rate for the Fund may not exceed the Maximum Performance
Adjustment Rate set forth on Schedule B or be less than the
Minimum Performance Adjustment Rate set forth on Schedule B.
Investment Performance and Investment Record. These terms are
used as defined in Rule 2051 under the Investment Advisers Act
of 1940, as amended, and shall each be computed on an annualized
basis for any Performance Period greater than one year.
Benchmark. The Funds initial Benchmark is set forth in Schedule
B. If the Trustees determine that another appropriate index of
securities prices should be substituted as the Benchmark, the
Trustees may determine, with the consent of the Manager, to use
such other appropriate index of securities prices for purposes
of this Schedule C (the Replacement Benchmark) without
shareholder approval, unless shareholder approval of the change
is otherwise required by applicable law. Any Replacement
Benchmark will be applied prospectively to determine the amount
of the Performance Adjustment. The Benchmark will continue to be
used to determine the amount of the Performance Adjustment for
that part of the Performance Period prior to the effective date
of the Replacement Benchmark.
Measuring Class. The Measuring Class of shares of the Fund
initially is Class A shares of the Fund. If the Trustees
determine that a different class of shares of the Fund is the
most appropriate for use in calculating the Performance
Adjustment, the Trustees may change, with the consent of the
Manager, the class of shares used as the Measuring Class without
shareholder approval, unless shareholder approval of such change
is otherwise required by applicable law. If a different class of
shares (Replacement Measuring Class) is substituted in
calculating the Performance Adjustment, the use of that
Replacement Measuring Class of shares for purposes of
calculating the Performance Adjustment may apply to the entire
Performance Period so long as the Replacement Measuring Class
was outstanding at the beginning of such period. If the
Replacement Measuring Class of shares was not outstanding for
all or a portion of the Performance Period, it may only be used
in calculating that portion of the Performance Adjustment
attributable to the period during which the Replacement
Measuring Class was outstanding and any previous portion of the
Performance Period will be calculated using the Measuring Class.
Notwithstanding any other provisions in this Schedule C, the
computation of the Performance Adjustment Rate, the Investment
Performance of the Measuring Class and the Investment Record of
the Benchmark will be made in accordance with the Investment
Advisers Act of 1940, as amended, and any applicable rules
thereunder.
-6-
41455263_2
41455263_2
-7-
A-1
41455263_2
41455263_2
B-1
41455263_2
C-1
41455263_2
EX-99
5
perclass852.txt
Putnam Multi Cap Growth Fund, 12/31/14, semi annual report
Because the electronic format for filing Form NSAR does not
provide adequate space for responding to certain items correctly,
the correct answers are as follows:
72DD1 (000s omitted)
Class A 10,186
72DD2 (000s omitted)
Class R 1
Class Y 918
73A1
Class A 0.237
73A2
Class R 0.005
Class Y 0.442
74U1 (000s omitted)
Class A 47,959
Class B 1,427
Class C 955
Class M 858
74U2 (000s omitted)
Class R 118
Class Y 1,798
74V1
Class A 76.32
Class B 63.19
Class C 67.64
Class M 70.76
74V2
Class R 74.54
Class Y 80.51
Item 61
Additional Information About Minimum Required Investment
Shareholders can open a fund account with as little as $500 and
make subsequent investments in any amount. The minimum investment
is waived if you make regular investments weekly, semimonthly, or
monthly through automatic deductions through your bank checking
or savings account. Currently, Putnam is waiving the minimum, but
reserves the right to reject initial investments under the
minimum.
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
6
pimpil852.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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