AMENDED AND RESTATED BYLAWS
OF
PUTNAM MUNICIPAL OPPORTUNITIES TRUST
(Dated as of September 18,
2020)
(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
Articles 1 11 and 13 16 of the Bylaws are amended and
restated as of September 18, 2020. Article 12 of the Bylaws
is amended through September 16, 2016.
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
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 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 Annual Meeting. The annual meeting of the
Shareholders
of the Trust shall be held on the last Friday in April in each
year or on such other day as may be fixed by the Trustees. The
meeting shall be held at such time as the Trustees may fix in
the notice of the meeting or otherwise. Purposes for which an
annual meeting is to be held, additional to those prescribed
by
law or these Bylaws, may be specified by the Trustees. Any
previously scheduled annual meeting of Shareholders may be
postponed or cancelled by the Trustees upon public notice given
prior to the time previously scheduled for such meeting, in
accordance with these Bylaws.
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. With
the
exception of 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 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.
10.5 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.
10.6 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 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 except as
conferred by law or otherwise by the Trustees or by these
Bylaws.
ARTICLE 12
Shares of Beneficial Interest
12. The Trust has an unlimited number of Common Shares,
without
par value, which may be issued from time to time by the Trustees
of the Trust. The Trust also has a class of 6,000 preferred
shares, without par value, which may be issued by the Trustees
from time to time in one or more series.
12.1 Statement Creating Three Series of
Remarketed Preferred Shares. There are three
series of Remarketed Preferred Shares.
PART I
DESIGNATION
SERIES A A series of 800 shares of preferred shares,
without par value, liquidation preference $50,000 per share plus
accumulated but unpaid dividends, if any, thereon (whether or not
earned or declared), is hereby designated Remarketed Preferred
Shares, Series A and is referred to below as Series A RP?. Each
share of Series A RP shall be issued on a date to be determined
by the Trustees, by any duly authorized committee thereof or by
any of the President, the Vice Chairman, any Executive Vice
President or the Treasurer of the Trust have such initial
dividend rate as shall be determined in advance of the issuance
thereof by the Trustees, by any duly authorized committee
thereof or by any of the President, the Vice Chairman, any
Executive Vice President or the Treasurer of the Trust have an
Initial Dividend Period and an Initial Dividend Payment Date to
be determined by the Trustees of the Trust, by a duly authorized
committee thereof or by any of the President, the Vice Chairman,
any Executive Vice President or the Treasurer of the Trust be
redeemed (unless such share shall have been otherwise redeemed
pursuant to paragraph 4 of Part I of this Section 12.1 by the
Trust on a date to be determined by the Trustees of the Trust)
at the option of the Trust at a redemption price of
$50,000 per share plus accumulated but unpaid dividends to the
date
fixed for redemption
(whether or not earned or declared) plus the premium, if any,
resulting from the designation of a Premium Call Period and have
such other preferences, limitations and relative voting rights,
in addition to those required by applicable law or set forth in
the Trusts Declaration of Trust applicable to preferred shares
of the Trust, as are set forth in Part I and Part II of this
Section
12.1. Series A RP shall constitute a separate series of
preferred shares of the Trust, and each share of Series A RP
shall be identical except as provided in paragraph 4 of this
Part I of this Section 12.1.
SERIES B A series of 1,620 shares of preferred shares,
without par value, liquidation preference $25,000 per share plus
accumulated but unpaid dividends, if any, thereon (whether or not
earned or declared), is hereby designated Remarketed Preferred
Shares, Series B and is referred to below as Series B RP. Each
share of Series B RP shall be issued on a date to be determined
by the Trustees, by any duly authorized committee thereof or by
any of the President, the Vice Chairman, any Executive Vice
President or the Treasurer of the Trust have such initial
dividend rate as shall be determined in advance of the issuance
thereof by the Trustees, by any duly authorized committee
thereof or by any of the President, the Vice Chairman, any
Executive Vice President or the Treasurer of the Trust have an
Initial Dividend Period and an Initial Dividend Payment Date to
be determined by the Trustees of the Trust, by a duly authorized
committee thereof or by any of the President, the Vice Chairman,
any Executive Vice President or the Treasurer of the Trust be
redeemed (unless such share shall have been otherwise redeemed
pursuant to paragraph 4 of Part I of this Section 12.1 by the
Trust on a date to be determined by the Trustees of the Trust)
at the option of the Trust at a redemption price of
? Registered trademark of Merrill Lynch & Co., Inc.
$25,000 per share plus accumulated but unpaid dividends to the
date fixed for redemption (whether or not earned or declared)
plus the premium, if any, resulting from the designation of a
Premium Call Period and have such other preferences, limitations
and relative voting rights, in addition to those required by
applicable law or set forth in the Trusts Declaration of Trust
applicable to preferred shares of the Trust, as are set forth in
Part I and Part II of this Section
12.1. Series B RP shall constitute a separate series of
preferred shares of the Trust, and each share of Series B RP
shall be identical except as provided in paragraph 4 of this
Part I of this Section 12.1.
SERIES C A series of 1,620 shares of preferred shares,
without par value, liquidation preference $25,000 per share plus
accumulated but unpaid dividends, if any, thereon (whether or not
earned or declared), is hereby designated Remarketed Preferred
Shares, Series C and is referred to below as Series C RP. Each
share of Series C RP shall be issued on a date to be determined
by the Trustees, by any duly authorized committee thereof or by
any of the President, the Vice Chairman, any Executive Vice
President or the Treasurer of the Trust have such initial
dividend rate as shall be determined in advance of the issuance
thereof by the Trustees, by any duly authorized committee
thereof or by any of the President, the Vice Chairman, any
Executive Vice President or the Treasurer of the Trust have an
Initial Dividend Period and an Initial Dividend Payment Date to
be determined by the Trustees of the Trust, by a duly authorized
committee thereof or by any of the President, the Vice Chairman,
any Executive Vice President or the Treasurer of the Trust be
redeemed (unless such share shall have been otherwise redeemed
pursuant to paragraph 4 of Part I of this Section 12.1 by the
Trust on a date to be determined by the Trustees of the Trust)
at the option of the Trust at a redemption price of
$25,000 per share plus accumulated but unpaid dividends to the
date fixed for redemption (whether or not earned or declared)
plus the premium, if any, resulting from the designation of a
Premium Call Period and have such other preferences, limitations
and relative voting rights, in addition to those required by
applicable law or set forth in the Trusts Declaration of Trust
applicable to preferred shares of the Trust, as are set forth in
Part I and Part II of this Section
12.1. Series C RP shall constitute a separate series of
preferred shares of the Trust, and each share of Series C RP
shall be identical except as provided in paragraph 4 of this
Part I of this Section 12.1.
1. Definitions. Unless the context or use indicates
another or different meaning or intent, in this Section 12.1 the
following terms have the following meanings, whether used in the
singular or plural
AA Composite Commercial Paper Rate, on any date of
determination, means (i) the Interest Equivalent of the rate on
commercial paper placed on behalf of issuers whose corporate
bonds are rated AA by S&P or Aa by Moodys or the equivalent of
such rating by another nationally recognized rating agency, as
such rate is made available on a discount basis or otherwise by
the Federal Reserve Bank of New York for the Business Day
immediately preceding such date, or (ii) in the event that the
Federal Reserve Bank of New York does not make available such a
rate, then the arithmetic average of the Interest Equivalent of
the rate on commercial paper placed on behalf of such issuers,
as quoted on a discount basis or otherwise by the Commercial
Paper Dealers to the Remarketing Agents for the close of
business on the Business Day immediately preceding such date. If
one of the Commercial Paper Dealers does
not quote a rate required to determine the AA Composite
Commercial Paper Rate, the AA Composite Commercial Paper Rate
will be determined on the basis of the quotation or quotations
furnished by any Substitute Commercial Paper Dealer or
Substitute Commercial Paper Dealers selected by the Trust to
provide such rate or rates not being supplied by the Commercial
Paper Dealer. If the number of Dividend Period days (in each
case determined without regard to any adjustment in the length
of a Dividend Period or in the remarketing schedule in respect
of non Business Days, as provided herein) shall be (i) 7 or more
days but fewer than 49 days, such rate shall be the Interest
Equivalent of the 30day rate on such commercial paper (ii) 49 or
more days but fewer than 70 days, such rate shall be the Interest
Equivalent of the 60day rate on such commercial paper (iii) 70
or more days but fewer than 85 days, such rate shall be the
arithmetic average of the Interest Equivalent of the 60day and
90day rates on such commercial paper (iv) 85 or more days but
fewer than 99 days, such rate shall be the Interest Equivalent
of the 90day rate on such commercial paper (v) 99 or more days
but fewer than 120 days, such rate shall be the arithmetic
average of the Interest Equivalent of the 90day and 120day rates
on such commercial paper (vi) 120 or more days but fewer than
141 days, such rate shall be the Interest Equivalent of the
120day rate on such commercial paper (vii) 141 or more days but
fewer than 162 days, such rate shall be the arithmetic average
of the Interest Equivalent of the 120day and 180day rates on
such commercial paper and (viii) 162 or more days but fewer than
183 days, such rate shall be the Interest Equivalent of the
180day rate on such commercial paper.
Accountants Confirmation has the meaning set forth in
paragraph 8(g) of this Part I of Section 12.1.
Additional Dividend has the meaning set forth in
paragraph 3(k) of this Part I of Section 12.1.
Adviser means the Trusts investment manager which
is Putnam Investment Management, Inc.
Agent Member means a member of the Securities Depository
that will maintain records for a Beneficial Owner of one or more
shares of RP.
Alternate Treasury Bill Rate has the meaning set forth under
U.S. Treasury Bill Rate
below.
Alternate Treasury Note Rate has the meaning set forth under
U.S. Treasury Note
Rate below.
Anticipation Notes shall mean the following Municipal
Bonds revenue anticipation notes, tax anticipation notes, tax
and revenue anticipation notes, grant anticipation notes and
bond anticipation notes.
Applicable Dividend Rate means, with respect to the Initial
Dividend Period, the rate of dividend per annum established by
the Trustees, by a duly authorized committee thereof or by any
of the President, the Vice Chairman, any Executive Vice
President or the Treasurer of the Trust and, for each subsequent
Dividend Period, means the rate of dividend per annum that (i)
except for a Dividend Period commencing during a NonPayment
Period, will be equal to the lower of the rate of dividend per
annum that the Remarketing Agents advise results on the
Remarketing Date preceding the first day of such Dividend
Period from implementation of the remarketing procedures set
forth in Part II hereof and the Maximum Dividend Rate or (ii)
for each Dividend Period commencing during a NonPayment
Period, will be equal to the Non Payment Period Rate.
Applicable Percentage has the meaning set forth under Maximum
Dividend Rate
below.
Authorized Newspaper means a newspaper of general circulation
in the English
language generally published on Business Days in The City of New
York.
Beneficial Owner means a person that is listed as the
beneficial owner of one or more shares of RP in the records of
the Paying Agent or, with respect to any share of RP not
registered in the name of the Securities Depository on the share
transfer books of the Trust, the person in whose name such share
is so registered.
Business Day means a day on which the New York Stock
Exchange, Inc. is open for trading, and which is not a day on
which banks in The City of New York are authorized or obligated
by law to close.
Bylaws means these Amended and Restated Bylaws of the Trust.
Closing Transactions has the meaning set forth in
paragraph 12(a) of this Part I of Section 12.1.
Code means the Internal Revenue Code of 1986, as amended
from time to time. Commercial Paper Dealers means Merrill
Lynch, Pierce, Fenner & Smith Incorporated
and such other commercial paper dealer or dealers as the Trust
may
from time to time appoint,
or, in lieu of any thereof, their respective affiliates or
successors.
Common Shares means the common shares of beneficial
interest, without par value, of the Trust.
Date of Original Issue means, with respect to any share
of RP, the date on which the Trust originally issues such
share.
Declaration of Trust means the Agreement and Declaration of
Trust dated April 1, 1993 of the Trust on file with the Secretary
of State of The Commonwealth of Massachusetts.
Deposit Securities means cash and Municipal Bonds rated at
least AAA, Al + or SP1+ by S&P.
Discounted Value means (i) with respect to an S&P Eligible
Asset, the quotient of the Market Value thereof divided by the
applicable S&P Discount Factor and (ii) with respect to a
Moodys Eligible Asset, the lower of par and the quotient of the
Market Value thereof divided by the applicable Moodys Discount
Factor.
Dividend Payment Date, with respect to RP, means, (i) with
respect to the Initial Dividend Period for RP, the Initial
Dividend Payment Date (ii) with respect to any 7day Dividend
Period (in the case of Series B RP and Series C RP) or 28day
Dividend Period (in the case of Series A RP) and any Short Term
Dividend Period of 35 or fewer days, the day next succeeding the
last day thereof and (iii) with respect to any Short Term
Dividend Period of more than 35 days and with respect to any
Long
Term Dividend Period, the first Business Day of each calendar
month during such Short Term Dividend Period or Long Term
Dividend Period and the day next succeeding the last day of
such
period (each such date referred to in clause (i), (ii) or
(iii) being herein referred to as a Normal Dividend Payment
Date), except that if such Normal Dividend Payment Date is not
a
Business Day, then (a) the Dividend Payment Date shall be the
first Business Day next succeeding such Normal Dividend Payment
Date if such Normal Dividend Payment Date is a Monday, Tuesday,
Wednesday or Thursday, or (b) the Dividend Payment Date shall
be
the first Business Day next preceding such Normal Dividend
Payment Date if such Normal Dividend Payment Date is a Friday,
and in each case the length of the current Dividend Period will
be adjusted accordingly, if necessary. If, however, in the case
of clause (b) in the preceding sentence, the Securities
Depository shall make available to its participants and members
in funds immediately available in New York City on Dividend
Payment Dates the amount due as dividends on such Dividend
Payment Dates (and the Securities Depository shall have so
advised the Trust), and if the Normal Dividend Payment Date is
not a Business Day, then the Dividend Payment Date shall be the
next succeeding Business Day and the length of the current
Dividend Period will be adjusted accordingly, if necessary.
Although any particular Dividend Payment Date may not occur on
the originally scheduled date because of the exceptions
discussed
above, the next succeeding Dividend Payment Date, subject to
such exceptions, will occur on the next following originally
scheduled date, and in each case the length of the next
succeeding Dividend Period will be adjusted accordingly, if
necessary. If for any reason a Dividend Payment Date cannot be
fixed as described above, then the Trustees shall fix the
Dividend Payment Date and the length of the current Dividend
Period will be adjusted accordingly, if necessary. The Initial
Dividend Period, 7day Dividend Periods (in the case of Series B
RP and Series C RP), 28day Dividend Periods (in the case of
Series A RP) and Special Dividend Periods are hereinafter
sometimes referred to as Dividend Periods. Each dividend payment
date determined as provided above is hereinafter referred to as
a Dividend Payment Date.
Dividend Period means with respect to any share of RP, the
Initial Dividend Period for such share and thereafter a period
which shall commence on each (but not the final) Dividend
Payment Date for such share provided, however, that any Dividend
Payment Date occurring after commencement of and during a
Special Dividend Period of more than 35 days, other than the
last Dividend Payment Date during such Dividend Period, will not
give rise to a new Dividend Period. Subject to the adjustment of
Dividend Payment Dates as provided elsewhere herein, each such
subsequent Dividend Period for such share will be comprised of,
beginning with and including the day upon which it commences, 7
consecutive days (in the case of Series B RP and Series C RP) or
28 consecutive days (in the case of Series A RP) or in the case
of a Special Dividend Period, the number of consecutive days as
shall be specified by the Trustees in
accordance with the provisions set forth in paragraph 3(j) of
this Part I at the time the Trustees designate a Special
Dividend Period. Notwithstanding the foregoing, the Dividend
Periods for each of Series A RP, Series B RP and Series C RP
will never be coextensive with the Dividend Period of any other
series of RP unless the Trust has received an opinion of tax
counsel that having such coextensive periods will not affect the
tax opinion relating to the deductibility of dividends paid on
the different series of RP. Further, any adjustment of the
remarketing schedule or the length of a Dividend Period as
provided herein shall also cause an adjustment of the relevant
Settlement Date, if necessary, so that such Settlement Date will
be the first day of the next Dividend Period.
Forward Commitments shall have the meaning specified in
paragraph 12(c) of this Part I of Section 12.1.
GrossUp Tax Rate has the meaning set forth in paragraph 3(k)
of this Part I of Section
12.1.
Holder means, with respect to any share of RP, the person
whose name appears on the
share transfer books of the Trust as the registered holder of
such
share.
Independent Accountant means a nationally recognized
accountant, or firm of accountants, that is, with respect
to the Trust, an independent public accountant or firm of
independent public accountants under the Securities Act of
1933, as amended.
Initial Dividend Payment Date means August 30, 1993 with
respect to Series A RP, July 29, 1997 with respect to Series B
RP and August 1, 1997 with respect to Series C RP.
Initial Dividend Period means, with respect to RP, the
period commencing on and including the Date of Original Issue of
such RP and ending on and including the day prior to the Initial
Dividend Payment Date for such RP.
Initial Margin means the amount of cash or securities
deposited with a broker as a margin payment at the time of
purchase or sale of a futures contract or an option thereon.
Interest Equivalent means a yield on a 360day basis of a
discount basis security which is equal to the yield on an
equivalent interestbearing security.
Kenny Index has the meaning set forth under Taxable
Equivalent of the ShortTerm Municipal Bond Rate.
Long Term Dividend Period means a Special Dividend Period
consisting of a specified period of one whole year or more but
not greater than five years.
Mandatory Redemption Price means $25,000 per share of
Series
B RP and Series C RP, or $50,000 per share of Series A RP,
plus
in the case of each series of RP an amount equal to
accumulated
but unpaid dividends thereon (whether or not earned or
declared)
to the date fixed for redemption.
Marginal Tax Rate means the maximum marginal regular
Federal
individual income tax rate applicable to ordinary income
or the
maximum marginal regular Federal corporate income tax rate,
whichever is greater.
Market Value of any asset of the Trust means the market
value thereof determined by the Pricing Service. The Market
Value of any asset shall include any interest accrued thereon.
The Pricing Service shall value portfolio securities at the mean
between the quoted bid and asked price or the yield equivalent
when quotations are readily available. Securities for which
quotations are not readily available shall be valued at fair
value as determined by the Pricing Service using methods which
include consideration of yields or prices of municipal bonds of
comparable quality, type of issue, coupon, maturity and rating
indications as to value from dealers and general market
conditions. The Pricing Service may employ electronic data
processing techniques and/or a matrix system to determine
valuations. In the event the Pricing Service is unable to value
a security, the security shall be valued at the lower of two
dealer bids obtained by the Trust from dealers who are members
of the National Association of Securities Dealers, Inc. and make
a market in the security, at least one of which shall be in
writing. Futures contracts and options are valued at closing
prices for such instruments established by the exchange or board
of trade on which they are traded, or if market quotations are
not readily available, are valued at fair value on a consistent
basis using methods determined in good faith by the Trustees.
Maximum Dividend Rate for any Dividend Period shall be the
Applicable Percentage of the Reference Rate determined as of the
relevant Remarketing Date or the Date of Original Issue, as the
case may be, for such RP. The Applicable Percentage on any date
will be determined based on (i) the lower of the credit rating
or ratings assigned on such date to shares of such RP by Moodys
and S&P (or if Moodys or S&P or both shall not make such rating
available, the equivalent of either or both of such ratings by a
Substitute Rating Agency or two Substitute Rating Agencies or,
in the event that only one such rating shall be available, such
rating) and (ii) whether the Trust has provided to the
Remarketing Agents prior to the Remarketing establishing the
Applicable Dividend Rate notification pursuant to paragraph 3(m)
of this Part I of Section 12.1 that net capital gain or other
income subject to regular Federal income tax will be included in
a dividend on shares of such RP during such Dividend Period as
follows
Credit
Ratings
Moodys
S&
P
Applicable
Percentage of
Reference Rate
No Notification
Applicable
Percentage of
Reference Rate
Notification
aa3 or
higher
AAor higher
110%
150%
a3 to a1
A to A+
125%
160%
baa3 to
baa1
BBB to BBB+
150%
250%
Below baa3
Below BBB
200%
275%
The Remarketing Agents shall round each applicable Maximum
Dividend Rate to the nearest onethousandth (0.001) of one
percent per annum, with any such number ending in five
tenthousandths (0.0005) of one percent being rounded upwards
to the nearest onethousandth (0.001) of one percent. The
Remarketing Agents shall not round the Reference Rate as part
of their calculation of any Maximum Dividend Rate.
Maximum Potential Additional Dividend Liability, as of any
Valuation Date, means the aggregate amount of Additional
Dividends that would be payable with respect to RP if the Trust
were to make Retroactive Taxable Allocations, with respect to
any fiscal year, estimated based upon dividends paid and the
amount of undistributed realized net capital gain and other
income subject to regular Federal income tax earned by the
Trust, as of the end of the calendar month immediately preceding
such Valuation Date and assuming such Additional Dividends are
fully taxable.
Moodys means Moodys Investors Service, Inc. or its successors.
Moodys Discount Factor means, for purposes of determining
the Discounted Value of any Municipal Bond which constitutes a
Moodys Eligible Asset, the percentage determined by reference to
(a) the rating by Moodys or S&P on such Bond and (b) the Moodys
Exposure Period, in accordance with the table set forth below
Rating Category
Moodys Exposure
Period
Aaa
Aa
A
Baa
Other
VMIG1
SP1+
7 weeks or less
.....................
......
151%
159%
168%
202%
229%
136%
148%
8 weeks or less but
greater than 7 weeks
.................
154
164
173
205
235
137
149
9 weeks or less but
greater than 8 weeks
.................
158
169
179
209
242
138
150
Moodys rating.
Municipal Bonds not rated by Moodys but rated BBB, BBB
or
BBB+ by S&P.
Municipal Bonds rated MIG1, VMIG1 or P1 by Moodys which
do not mature or have a demand feature at par exercisable
within the Moodys Exposure Period and which do not have a
longterm rating. For the purpose of the definition of
Moodys Eligible Assets, these securities will have an
assumed rating of A by Moodys.
Municipal Bonds rated SP1+ or Al+ by S&P which do not
mature or have a demand feature at par exercisable
within the Moodys Exposure Period and which do not have
a longterm rating. For the purposes of the definition
of Moodys Eligible Assets, these securities will have
an assumed rating of A by Moodys.
Notwithstanding the foregoing, (i) no Moodys Discount
Factor will be applied to short term Municipal Bonds, so long
as
such Municipal Bonds are rated at least MIG1, VMIG1 or P 1 by
Moodys and mature or have a demand feature at par exercisable
within the Moodys Exposure Period, and the Moodys Discount
Factor for such Bonds will be 125% if such Bonds are not rated
by Moodys but are rated A1+ or SP1+ or AA by S&P and mature or
have a demand feature at par exercisable within the Moodys
Exposure Period, and (ii) no Moodys Discount Factor will be
applied to cash or to Receivables for Municipal Bonds Sold.
Receivables for Municipal Bonds Sold, for purposes of
calculating Moodys Eligible Assets as of any Valuation Date,
means the aggregate of the following (i) the book value of
receivables for Municipal Bonds sold as of or prior to such
Valuation Date if such receivables are due within five Business
Days of such Valuation Date, and if the trades which generated
such receivables are (x) settled through clearing house firms
with respect to which the Trust has received prior written
authorization from Moodys or (y) with counterparties having a
Moodys longterm debt rating of at least Baa3 and (ii) the
Discounted Value of Municipal Bonds sold (applying the relevant
Moodys Discount Factor to such Bonds) as of or prior to such
Valuation Date which generated such receivables, if such
receivables are due within five Business Days of such Valuation
Date but do not comply with either of conditions (x) or (y) of
the preceding clause (i).
Moodys Eligible Asset means cash, Receivables for Municipal
Bonds Sold, a short term Municipal Bond rated VMIG1, MIG1 or P1
by Moodys or SP1+ or Al+ by S&P or a Municipal Bond that (i)
pays interest in cash (ii) is publicly rated Baa or higher by
Moodys or, if not rated by Moodys but rated by S&P, is rated at
least BBB by S&P (provided that, for purposes of determining the
Moodys Discount Factor applicable to any such S&Prated Municipal
Bond, such Municipal Bond (excluding any shortterm Municipal
Bond and any Municipal Bond rated BBB, BBB or BBB+) will be
deemed to have a Moodys rating which is one full rating category
lower than its S&P rating) (iii) does not have its Moodys rating
suspended by Moodys and (iv) is part of an issue of Municipal
Bonds of at least $10,000,000.
In addition, Municipal Bonds in the Trusts portfolio will be
included as Moodys Eligible Assets only to the extent they meet
the following diversification requirements
Minimum
Issue Size
Maximum
Underlyin
g
Maximum State
or Territory
Rating
($
Million
s)
Obligor
(%)(1)
Concentration
(%)(1)(3)
Aaa
..................
..............
10
100
100
Aa..............
.................
...
10
20
60
A...............
.................
....
10
10
40
Baa
..................
..............
10
6
20
Other(2)........
................
10
4
12
(1) The referenced percentages represent maximum
cumulative
totals for the related rating category and each lower
rating category.
(2) Municipal Bonds not rated by Moodys but rated BBB,
BBB or
BBB+ by S&P.
(3) Territorial bonds (other than those issued by Puerto
Rico
and counted collectively) of any territory are limited to
10% of Moodys Eligible Assets.
For purposes of the maximum underlying obligor requirement
described above, any such Bond backed by a guaranty, letter of
credit or insurance issued by a third party will be deemed to
be issued by such third party if the issuance of such third
party credit is the sole determinant of the rating on such Bond.
When the Trust sells a Municipal Bond and agrees to
repurchase it at a future date, such Bond will constitute a
Moodys Eligible Asset and the amount the Trust is required to
pay upon repurchase of such Bond will count as a liability for
purposes of calculating the RP Basic Maintenance Amount. When
the Trust purchases a Municipal Bond and agrees to sell it at a
future date to another party, cash receivable by the Trust in
connection therewith will constitute a Moodys Eligible Asset if
the longterm debt of such other party is rated at least A2 by
Moodys and such agreement has a term of 30 days or less
otherwise such Bond will constitute a Moodys Eligible Asset.
Notwithstanding the foregoing, an asset will not be
considered a Moodys Eligible Asset if it is (i) held in a margin
account, (ii) subject to any material lien, mortgage, pledge,
security interest or security agreement of any kind, (iii) held
for the purchase of a security pursuant to a Forward Commitment
or (iv) irrevocably deposited by the Trust for the payment of
dividends or redemption.
Moodys Exposure Period means the period commencing on
and including a given Valuation Date and ending 48 days
thereafter.
Moodys Hedging Transaction has the meaning set forth in
paragraph 12(b) of this Part I of Section 12.1.
Moodys Volatility Factor means 272% as long as there has
not been enacted an increase to the Marginal Tax Rate. If an
increase is enacted to the Marginal Tax Rate but not yet
implemented, the Moodys Volatility Factor shall be as follows
% Change in
Marginal Tax
Rate
Moodys Volatility
Factor
< 5% 292%
> 5% but < 10% 313%
> 10% but < 15% 338%
> 15% but < 20% 364%
> 20% but < 25% 396%
> 25% but < 30% 432%
> 30% but < 35% 472%
> 35% but < 40% 520%
Notwithstanding the foregoing, the Moodys Volatility Factor
may mean such other potential dividend rate increase factor as
Moodys advises the Trust in writing is applicable.
Municipal Bonds means obligations issued by or on behalf
of states, territories and possessions of the United States and
the District of Columbia and their political subdivisions,
agencies and instrumentalities, the interest on which, in the
opinion of bond counsel or other counsel to the issuer of such
securities, is at the time of issuance not includable in gross
income for Federal income tax purposes.
Municipal Index has the meaning set forth in paragraph 12(a)
of this Part I of Section
12.1.
1940 Act means the Investment Company Act of 1940, as
amended from time to time. 1940 Act Cure Date, with respect
to the failure by the Trust to maintain the 1940 Act
RP Asset Coverage (as required by paragraph 7 of this Part I
of Section 12.1) as of the last Business Day of each month,
means the last Business Day of the following month.
1940 Act RP Asset Coverage means asset coverage, as
defined
in section 18(h) of the 1940 Act, of at least 200% with respect
to all outstanding senior securities of the Trust which are
shares, including all outstanding shares of each series of RP
(or such other asset coverage as may in the future be specified
in or under the 1940 Act as the minimum asset coverage for
senior securities which are shares of a closedend investment
company as a condition of paying dividends on its common
shares).
NonCall Period has the meaning described under Specific
Redemption Provisions
below.
NonPayment Period with respect to any shares of RP means any
period commencing
on and including the day on which the Trust shall fail to (i)
declare, prior to 1200 noon, New York City time, on any
Dividend
Payment Date for shares of such RP, for payment on or (to
the
extent permitted below) within three Business Days after
such
Dividend Payment Date to the Holders of such shares as of
1200
noon, New York City time, on the Business Day preceding
such
Dividend Payment Date, the full amount of any dividend on
such
shares payable on such Dividend Payment Date or (ii)
deposit,
irrevocably in trust, in sameday funds, with the Paying
Agent by
1200 noon, New York City time, (A) on or (to the extent
permitted
below) within three Business Days after any Dividend Payment
Date
for any shares of RP the full amount of any dividend on such
shares (whether or not earned or declared) payable on such
Dividend Payment Date or (B) on or (to the extent permitted
below) within three Business Days after any redemption date
for
any shares of RP called for redemption, the Mandatory
Redemption
Price or Optional Redemption Price, as the case may be, and
ending on and including the Business Day on which, by 1200
noon,
New York City time, all unpaid dividends and unpaid redemption
prices shall have been so deposited or shall have otherwise
been
made available to Holders in sameday funds provided that a
NonPayment Period shall not end during the first seven days
thereof unless the Trust shall have given at least three days
written notice to the Paying Agent, the Remarketing Agents and
the Securities Depository and thereafter shall not end unless
the Trust shall have given at least fourteen days written
notice
to the Paying Agent, the Remarketing Agents, the Securities
Depository and all Holders. Any dividend on shares of RP due
on
any Dividend Payment Date for such shares (if, prior to 1200
noon, New York City time, on such Dividend Payment Date, the
Trust has declared such dividend payable on or within three
Business Days after such Dividend Payment Date to the Holders
who held such shares as of 1200 noon, New York City time, on
the
Business Day preceding such Dividend Payment Date) or
redemption
price with respect to shares of RP not paid to Holders when
due
may (if such non payment occurs because the Trust is
prevented
from doing so by these Bylaws or applicable law) be paid
pro
rata
to such Holders in the same form of funds by 1200 noon,
New York
City time,
on any of the first three Business Days after such Dividend
Payment Date or due date, as the case may be, provided that such
amount is accompanied by a late charge calculated for such
period of nonpayment at the NonPayment Period Rate applied to
the amount of such nonpayment based on the actual number of days
comprising such period divided by 365.
NonPayment Period Rate means 200% of the applicable
Reference Rate (or 275% of such rate if the Trust has provided
notification to the Remarketing Agents prior to the Remarketing
Date establishing the Applicable Dividend Rate for the relevant
dividend pursuant to paragraph 3(m) hereof that net capital gain
or other income subject to regular Federal income tax will be
included in such dividend on shares of RP), provided that the
Trustees shall have the authority to adjust, modify, alter or
change from time to time the NonPayment Period Rate if the
Trustees determine and Moodys and S&P (or any Substitute Rating
Agency in lieu of Moodys or S&P in the event either of such
parties shall not rate the RP) advise the Trust in writing that
such adjustment, modification, alteration or change will not
adversely affect the thencurrent ratings of the RP.
Date
..
Norm
al
Divi
dend
Paym
ent
Date
has
the
mean
ing
set
fort
h
unde
r
Divi
dend
Paym
ent
Noti
ce
of
Rede
mpti
on
mean
s
any
noti
ce
with
resp
ect
to
the
rede
mpti
on
of
shar
es
of
RP
pursuant to paragraph 4 of this Part I of Section 12.1.
Notice of Revocation has the meaning set forth in
paragraph 3(j) of this Part I of Section 12.1.
Notice of Special Dividend Period has the meaning set
forth in paragraph 3(j) of this Part I of Section 12.1.
Optional Redemption Price shall mean $25,000 per share
of
Series B RP or Series C RP, or $50,000 per share of Series A
RP,
as the case may be, plus in the case of each series of RP an
amount equal to accumulated but unpaid dividends (whether or
not
earned or declared) to the date fixed for redemption plus any
applicable redemption premium per share attributable to the
designation of a Premium Call Period for such share.
Paragraph 3(a) Dividend has the meaning set forth in
paragraph 3(k) of this Part I of Section 12.1.
Paying Agent means Bankers Trust Company or any
successor company or entity, which has entered into a Paying
Agent Agreement with the Trust to act for the Trust, among
other things, as the transfer agent, registrar, dividend and
redemption price disbursing agent, settlement agent and agent
for certain notifications in connection with the shares of RP
in accordance with such agreement.
Paying Agent Agreement means an agreement to be entered
into between the Trust and the Paying Agent.
Preferred Shares means the preferred shares of the Trust, and
includes RP.
belo
w.
Premi
um
Call
Perio
d has
the
meani
ng
speci
fied
in
Speci
fic
Redem
ption
Provi
sions
,
Prici
ng
Servi
ce
means
Mulle
r
Inves
tdata
Corp.
, or
any
succe
ssor
compa
ny or
entit
y, or
any other entity designated from time to time by the Trustees.
Notwithstanding the foregoing, the Trustees will not designate
a
new Pricing Service unless the Trust has received a written
confirmation from Moodys and S&P that such action would not
impair the ratings then assigned by Moodys and S&P to any series
of RP.
Quarterly Valuation Date means the last Business Day of
each fiscal quarter of the Trust in each fiscal year of the
Trust, commencing July 31, 1993.
Receivables for Municipal Bonds Sold for Moodys has the
meaning set forth under the definition of Moodys Discount
Factor, and for S&P has the meaning set forth under the
definition of S&P Discount Factor.
Reference Rate means (i) with respect to a Dividend
Period
having 28 or fewer days, the higher of the applicable AA
Composite Commercial Paper Rate and the Taxable Equivalent of
the
ShortTerm Municipal Bond Rate, (ii) with respect to any Short
Term Dividend Period having more than 28 but fewer than 183
days,
the applicable AA Composite Commercial Paper Rate, (iii) with
respect to any Short Term Dividend Period having 183 or more
but
fewer than 365 days, the U.S. Treasury Bill Rate and (iv) with
respect to any Long Term Dividend Period, the applicable U.S.
Treasury Note Rate.
Remarketing means each periodic operation of the process
for
remarketing shares of RP as described in Part II of Section
12.1.
Remarketing Agents means Merrill Lynch, Pierce,
Fenner &
Smith Incorporated and any additional or successor companies
or
entities, if any, which have entered into an agreement with
the
Trust to follow the remarketing procedures for the purpose
of
determining the Applicable Dividend Rate.
Remarketing Agreement means an agreement entered into
between the Trust and the Remarketing Agents with respect
to
Remarketing.
Remarketing Date means any date on which (i) each
Beneficial Owner of shares of RP must provide to the
Remarketing
Agents irrevocable telephonic notice of intent to tender
shares
in a Remarketing and (ii) the Remarketing Agents (A)
determine
the Applicable Dividend Rate for the ensuing Dividend
Period,
(B) notify Holders, purchasers and tendering Beneficial
Owners of
shares of RP by telephone, telex or otherwise of the
results
of
the Remarketing and (C) announce the Applicable Dividend
Rate.
Request for Special Dividend Period has the meaning
set
forth in paragraph 3(j) of this Part I of Section 12.1.
Response has the meaning set forth in paragraph 3(j) of
this
Part I of Section 12.1.
Retroactive Taxable Allocation has the meaning set
forth
in
paragraph 3(k) of this Part I of Section 12.1.
Right has the meaning set forth in paragraph 3(k) of this Part
I of Section 12.1.
RP means, as the case may be, the Series A RP the
Series B
RP or the Series C RP or if the context shall so indicate,
all
such series.
RP Basic Maintenance Amount, as of any Valuation Date,
means the dollar amount equal to (i) the sum of (A) the
product
of the number of shares of Series A RP outstanding on such
Valuation Date multiplied by the sum of (a) $50,000 and (b)
any
applicable redemption premium per share attributable to
the
designation of a Premium Call Period (B) the product of the
number of shares of Series B RP and Series C RP outstanding
on
such Valuation Date multiplied by the sum of (a) $25,000 and
(b)
any applicable redemption premium per share of each series
attributable to the designation of a Premium Call Period (C)
the
aggregate amount of cash dividends (whether or not earned or
declared) that will have accumulated for each series of RP
outstanding, in each case, to (but not including) the end of
the
current Dividend Period for such series of RP that follows
such
Valuation Date or to (but not including) the 49th day after
such
Valuation Date, whichever is sooner (D) the aggregate amount
of
cash dividends that would accumulate at the Maximum Dividend
Rate applicable to a Dividend Period of 28 days (in the case
of
shares of Series A RP) and 7 days (in the case of shares of
Series B RP and Series C RP) outstanding from the end of such
Dividend Period through the 49th day after such Valuation
Date,
multiplied by the larger of the Moodys Volatility Factor and
the
S&P Volatility Factor, determined from time to time by Moodys
and S&P, respectively (except that if such Valuation Date
occurs
during a NonPayment Period, the cash dividend for purposes of
calculation would accumulate at the then current NonPayment
Period Rate) (E) the amount of anticipated expenses of the
Trust
for the 90 days subsequent to such Valuation Date (F) the
amount
of the Trusts Maximum Potential Additional Dividend Liability
as
of such Valuation Date and (G) any current liabilities as of
such
Valuation Date to the extent not reflected in any of (i)(A)
through (i)(F) (including, without limitation, any amounts due
and payable by the Trust pursuant to repurchase agreements and
any payables for Municipal Bonds purchased as of such Valuation
Date) less (ii) either (A) the Discounted Value of any of the
Trusts assets, or (B) the face value of any of the Trusts
assets
if such assets mature prior to or on the date of redemption of
any shares of RP or payment of a liability and are either
securities issued or guaranteed by the U.S. Government or,
with
respect to Moodys, have a rating assigned by Moodys of at
least
Aaa, Pl, VMIG1 or MIG1 and, with respect to S&P, have a
rating
assigned by S&P of at least AAA, SP 1+ or A1+, in both cases
irrevocably deposited by the Trust for the payment of the
amount
needed to redeem shares of RP subject to redemption or any of
(i)(C) through (i)(G).
RP Basic Maintenance Cure Date, with respect to the
failure
by the Trust to satisfy the RP Basic Maintenance Amount (as
required by paragraph 8(a) of this Part I of Section 12.1)
as of
a given Valuation Date, means the sixth Business Day following
such Valuation Date.
RP Basic Maintenance Report means a report signed by the
President, Treasurer or any Executive Vice President or Vice
President of the Trust which sets forth, as of the related
Valuation Date, the assets of the Trust, the Market Value and
the Discounted Value thereof (seriatim and in the aggregate), and
the RP Basic Maintenance Amount.
S&P means Standard & Poors Ratings Services or its successors.
S&P Discount Factor means, for purposes of determining the
Discounted Value of any Municipal Bond which constitutes an S&P
Eligible Asset, the percentage determined by reference to (a)
the rating by S&P or Moodys on such Bond and (b) the S&P Exposure
Period, in accordance with the table set forth below
Rating
Category
S&P Exposure Period
AAA
AA
A
BBB
40 Business Days
...................
190
%
195%
210
%
250
%
22 Business Days
...................
170
175
190
230
10 Business Days
...................
155
160
175
215
7 Business Days
....................
..
150
155
170
210
3 Business Days
....................
..
130
135
150
190
Notwithstanding the foregoing, (i) the S&P Discount Factor for
shortterm Municipal Bonds will be 115%, so long as such
Municipal Bonds are rated A1+ or SP1+ by S&P and mature or have
a demand feature exercisable in 30 days or less, or 125% if such
Municipal Bonds are not rated by S&P but are rated VMIG1, Pl or
MIG1 by Moodys, and such shortterm Municipal Bonds referred to
in this clause (i) shall qualify as S&P Eligible Assets
provided, however, such short term Municipal Bonds rated by
Moodys but not rated by S&P having a demand feature exercisable
in 30 days or less must be backed by a letter of credit,
liquidity facility or guarantee from a bank or other financial
institution having a shortterm rating of at least A1+ from S&P
and further provided that such shortterm Municipal Bonds rated
by Moodys but not rated by S&P may comprise no more than 50% of
shortterm Municipal Bonds that qualify as S&P Eligible Assets
and (ii) no S&P Discount Factor will be applied to cash or to
Receivables for Municipal Bonds Sold.
Receivables for Municipal Bonds Sold, for purposes of
calculating S&P Eligible Assets as of any Valuation Date, means
the book value of receivables for Municipal Bonds sold as of or
prior to such Valuation Date if such receivables are due within
five Business Days of such Valuation Date. For purposes of the
foregoing, Anticipation Notes rated SP1+ or, if not rated by S&P,
rated VMIG1 by Moodys, whether or not they mature or have a
demand feature exercisable in 30 days and which do not have a
longterm rating, shall be considered to be short term Municipal
Bonds and shall qualify as S&P Eligible Assets.
S&P Eligible Asset means cash, Receivables for Municipal
Bonds Sold or a Municipal Bond that (i) is issued by any of the
50 states, any territory or possession of the United States, the
District of Columbia, and any political subdivision,
instrumentality, county, city, town, village, school district or
agency (such as authorities and special districts created by the
states) of any of the foregoing, and certain federally sponsored
agencies such as local housing authorities (ii) is interest
bearing and pays interest at least semiannually (iii) is payable
with respect to principal
and interest in United States Dollars (iv) is publicly rated BBB
or higher by S&P or, except in the case of Anticipation Notes
that are grant anticipation notes or bond anticipation notes
which must be rated by S&P to be included in S&P Eligible
Assets, if not rated by S&P but rated by Moodys, is rated at
least A by Moodys (provided that such Moodysrated Municipal
Bonds will be included in S&P Eligible Assets only to the extent
the Market Value of such Municipal Bonds does not exceed 50% of
the aggregate Market Value of the S&P Eligible Assets and
further provided that, for purposes of determining the S&P
Discount Factor applicable to any such Moodysrated Municipal
Bond, such Municipal Bond will be deemed to have an S&P rating
which is one full rating category lower than its Moodys rating)
(v) is not subject to a covered call or covered put option
written by the Trust (vi) is not part of a private placement of
Municipal Bonds and (vii) is part of an issue of Municipal Bonds
with an original issue size of at least $20 million or, if of an
issue with an original issue size below $20 million (but in no
event below $10 million), is issued by an issuer with a total of
at least $50 million of securities outstanding. Notwithstanding
the foregoing
(1) Municipal Bonds of any one issuer will be
considered S&P Eligible Assets only to the extent the
Market Value of such Municipal Bonds does not exceed
10% of the aggregate Market Value of the S&P Eligible
Assets, provided that 2% is added to the applicable S&P
Discount Factor for every 1 % by which the Market Value
of such Municipal Bonds exceeds 5% of the aggregate
Market Value of the S&P Eligible Assets and
(2) Municipal Bonds issued by issuers in any one
state or territory will be considered S&P Eligible
Assets only to the extent the Market Value of such
Municipal Bonds does not exceed 20% of the aggregate
Market Value of S&P Eligible Assets.
S&P Exposure Period means the maximum period of time
following a Valuation Date, including the Valuation Date and the
RP Basic Maintenance Cure Date, that the Trust has under this
Section 12.1 to cure any failure to maintain, as of such
Valuation Date, a Discounted Value of its portfolio at least
equal to the RP Basic Maintenance Amount (as described in
paragraph 8(a) of this Section 12.1).
S&P Hedging Transactions has the meaning set forth in
paragraph 12(a) of this Section
12.1.
S&P Volatility Factor means 277% or such other potential
dividend rate increase factor
as S&P advises the Trust in writing is applicable.
Securities Depository means The Depository Trust Company or
any successor company or other entity selected by the Trust as
securities depository of the shares of RP that agrees to follow
the procedures required to be followed by such securities
depository in connection with shares of RP.
Series A RP means the Remarketed Preferred Shares, Series A.
Series B RP means the Remarketed Preferred
Shares, Series B. Series C RP means the
Remarketed Preferred Shares, Series C.
Service means the Internal Revenue Service.
Settlement Date means the first Business Day after a
Remarketing Date applicable to a share of RP.
7day Dividend Period means, with respect to Series B RP and
Series C RP, a Dividend Period consisting of seven days.
Short Term Dividend Period means a Special Dividend Period
consisting of a specified number of days (other than 28, in the
case of Series A RP, or seven, in the case of Series B RP and
Series C RP), evenly divisible by seven and not fewer than seven
or more than 364.
Special Dividend Period means a Dividend Period consisting
of (i) a specified number of days (other than 28, in the case of
Series A RP, or seven, in the case of Series B RP and Series C
RP), evenly divisible by seven and not fewer than seven nor more
than 364 or (ii) a specified period of one whole year or more
but not greater than five years (in each case subject to
adjustment as provided herein). Except as otherwise provided in
the definition of Dividend Period in this Section 12.1, the
Dividend Periods for the Series A RP, Series B RP and Series C
RP will never be coextensive.
Specific Redemption Provisions means, with respect to a
Special Dividend Period of 365 or more days, either, or any
combination of, the designation of (i) a period (a NonCall
Period) determined by the Trustees, after consultation with the
Remarketing Agents, during which the shares of RP subject to
such Dividend Period shall not be subject to redemption at the
option of the Trust and (ii) a period (a Premium Call Period),
consisting of a number of whole years and determined by the
Trustees, after consultation with the Remarketing Agents, during
each year of which the shares of RP subject to such Dividend
Period shall be redeemable at the Trusts option at a price per
share equal to $50,000 (in the case of Series A RP), or $25,000
(in the case of Series B RP or Series C RP), plus in the case of
each series of RP accumulated but unpaid dividends plus an
applicable premium, as determined by the Trustees after
consultation with the Remarketing Agents.
Substitute Commercial Paper Dealers means such substitute
commercial paper dealer or dealers as the Trust may from time to
time appoint or, in lieu of any thereof, their respective
affiliates or successors.
Substitute Rating Agency and Substitute Rating Agencies
mean a nationally recognized statistical rating organization or
two nationally recognized statistical rating organizations,
respectively, selected by the Trust to act as the substitute
rating agency or substitute rating agencies, as the case may be,
to determine the credit ratings of the shares of RP.
Taxable Equivalent of the ShortTerm Municipal Bond Rate on
any date means 90% of the quotient of (A) the per annum rate
expressed on an Interest Equivalent basis equal to the
Kenny S&P 30day High Grade Index or any comparable index based
upon 30day yield evaluations at par of bonds the interest on
which is excludable for regular Federal income tax purposes
under the Code of high grade component issuers selected by Kenny
Information Systems Inc. (or any successor thereto from time to
time selected by the Trust in its discretion), which component
issuers shall include, without limitation, issuers of general
obligation bonds but shall exclude any bonds the interest on
which constitutes an item of tax preference under Section
57(a)(5) of the Code, or successor provisions, for purposes of
the alternative minimum tax, (as defined in the Code) (the Kenny
Index), made available for the Business Day immediately
preceding such date but in any event not later than 830 A.M.,
New York City time, on such date by Kenny Information Systems
Inc. (or any such successor), divided by (B) 1.00 minus the
Marginal Tax Rate (expressed as a decimal) provided, however,
that if the Kenny Index is not made so available by 830 A.M.,
New York City time, on such date by Kenny Information Systems
Inc. (or any such successor), the Taxable Equivalent of the
ShortTerm Municipal Bond Rate shall mean the quotient of (A) the
per annum rate expressed on an Interest Equivalent basis equal
to the most recent Kenny Index so made available, divided by (B)
1.00 minus the Marginal Tax Rate (expressed as a decimal). No
successor to Kenny Information Systems Inc. shall be chosen
without first obtaining written confirmation from Moodys and S&P
that the choice of such successor would not impair the rating
then assigned to any series of RP by Moodys or S&P.
Tender and Dividend Reset means the process pursuant to
which shares of RP may be tendered in a Remarketing or held and
become subject to the new Applicable Dividend Rate determined
by the Remarketing Agents in such Remarketing.
Treasury Bonds shall have the meaning set forth in
paragraph 12(a) of this Part I of Section 12.1.
Trust means Putnam Municipal Opportunities Trust, a
Massachusetts business trust. 28day Dividend Period
means, with respect to Series A RP, a Dividend Period
consisting of 28 days.
Trustees means the Trustees of the Trust.
U.S. Treasury Bill Rate on any date of determination means
(i) the Interest Equivalent of the rate on the actively traded
Treasury Bill with a maturity most nearly comparable to the
length of the related Dividend Period, as such rate is made
available on a discount basis or otherwise on the Business Day
immediately preceding such date by the Federal Reserve Bank of
New York in its Composite 330 P.M. Quotations for U.S.
Government Securities report for such Business Day, or (ii) if
such yield as so calculated is not available, the Alternate
Treasury Bill Rate on such date. Alternate Treasury Bill Rate on
any date means the Interest Equivalent of the yield as
calculated by reference to the arithmetic average of the bid
price quotations of the actively traded Treasury Bill with a
maturity most nearly comparable to the length of the related
Dividend Period, as determined by bid price quotations as of any
time on the Business Day immediately preceding such date,
obtained from at least three recognized primary U.S. Government
securities dealers selected by the Remarketing Agents.
U.S. Treasury Note Rate on any date of determination means
(i) the yield as calculated by reference to the bid price
quotation of the actively traded, current coupon Treasury Note
with a maturity most nearly comparable to the length of the
related Dividend Period, as such bid price quotation is
published on the Business Day immediately preceding such date by
the Federal Reserve Bank of New York in its Composite 330 P.M.
Quotations for U.S. Government Securities report for such
Business Day, or (ii) if such yield as so calculated is not
available, the Alternate Treasury Note Rate on such date.
Alternate Treasury Note Rate on any date means the
yield as
calculated by reference to the arithmetic average of the
bid
price quotations of the actively traded, current coupon
Treasury
Note with a maturity most nearly comparable to the length
of the
related Dividend Period, as determined by the bid price
quotations as of any time on the Business Day immediately
preceding such date, obtained from at least three recognized
primary U.S. Government securities dealers selected by the
Remarketing Agents.
Valuation Date means, for purposes of determining
whether
the Trust is maintaining the RP Basic Maintenance Amount,
each
Business Day commencing with the Date of Original Issue.
Voting Period has the meaning set forth in paragraph 6(b)
of this Part I of Section 12.1. Variation Margin means, in
connection with an outstanding futures contract or option
thereon owned or sold by the Trust, the amount of cash or
securities paid to or received from a
broker (subsequent to the Initial Margin payment) from time to
time as the price of such futures contract or option fluctuates.
2. Fractional Shares. No fractional shares of RP shall be
issued.
3. Dividends.
(a) The Holders of RP as of 1200 noon, New York
City time,
on the Business Day preceding the applicable Dividend Payment
Date, shall be entitled to receive, when, as and if declared by
the Trustees, out of funds legally available therefor, (i)
cumulative dividends, at the Applicable Dividend Rate, (ii) a
Right (as defined in paragraph 3(k) of this Part I of Section
12.1) to receive an Additional Dividend or Additional Dividends
in certain circumstances, and (iii) any additional amounts as
set
forth in paragraph 3(m) of this Part I of Section 12.1. Each
share of RP shall remain on a parity with other shares of RP with
respect to the payment of dividends at the rates fixed for the
respective series. No dividends on any series of RP shall be
paid or declared if there shall exist a NonPayment Period with
respect to any other series of RP unless dividends in ratable
proportion are declared and paid on such other series. Dividends
on the shares of RP so declared and payable shall be paid in
preference to and in priority over any dividends declared and
payable on the Common Shares.
(b) Dividends on each share of RP shall accumulate
from
its Date of Original Issue and will be payable, when, as and if
declared by the Trustees, on each Dividend Payment Date
applicable to such share of RP.
(c) Each declared dividend shall be payable on the
applicable Dividend Payment Date to the Holder or Holders of such
shares of RP as set forth in paragraph 3(a) of this Part I of
Section 12.1. Dividends on shares of RP in arrears with respect
to any past Dividend Payment Date may be declared and paid at
any time, without reference to any regular Dividend Payment
Date, pro rata to the Holders of such shares as of a date not
exceeding five Business Days preceding the date of payment
thereof as may be fixed by the Trustees. Any dividend payment
made on any share of RP shall be first credited against the
dividends accumulated but unpaid (whether or not earned or
declared) with respect to the earliest Dividend Payment Date on
which dividends were not paid.
(d) Neither Holders nor Beneficial Owners of shares
of RP
shall be entitled to any dividends on the shares of RP, whether
payable in cash, property or stock, in excess of full cumulative
dividends thereon (which include any amounts actually due and
payable pursuant to paragraph 3(k), 3(1) or 3(m) of this Part I
of Section 12.1). Except as provided in paragraph 3(h) of this
Part I of Section 12.1, neither Holders nor Beneficial Owners of
shares of RP shall be entitled to any interest, or other
additional amount, on any dividend payment on any share of RP
which may be in arrears.
(e) Except as otherwise provided herein, the
Applicable
Dividend Rate on each share of RP for each Dividend Period with
respect to such share shall be equal to the lower of the rate
per annum that results from implementation of the remarketing
procedures described in Part II hereof and the Maximum Dividend
Rate.
(f) The amount of declared dividends for each share
of RP
payable on the Initial Dividend Payment Date, the Dividend
Payment Date for each 7day Dividend Period, the Dividend Payment
Date for each 28day Dividend Period and the Dividend Payment
Date or Dates for each ShortTerm Dividend Period shall be
computed by the Trust by multiplying the Applicable Dividend
Rate in effect with respect to dividends payable on such share
on such Dividend Payment Date by a fraction the numerator of
which shall be the number of days in such Dividend Period such
share was outstanding from and including its Date of Original
Issue or the preceding Dividend Payment Date, as the case may
be, to and including the day preceding such Dividend Payment
Date, and the denominator of which shall be 365, then multiplying
the amount so obtained by $50,000 (in the case of Series A RP) or
$25,000 (in the case of Series B RP and Series C RP) and
rounding the amount so obtained to the nearest cent. During any
Long Term Dividend Period, the amount of dividends per share
payable on any Dividend Payment Date shall be computed by
dividing the Applicable Dividend Rate for such Dividend Period
by twelve, multiplying the amount so obtained by $50,000 (in the
case of Series A RP) or $25,000 (in the case of Series B RP and
Series C RP), and rounding the amount so obtained to the nearest
cent provided, however, that, if the number of days from and
including the Date of Original Issue or the preceding Dividend
Payment Date, as the case may be, to and including the day
preceding such Dividend Payment Date is less than 30 and such
days do not constitute a full calendar month, then the amount of
dividends per share payable on such Dividend Payment Date shall
be computed by multiplying the Applicable Dividend Rate for such
Dividend Period by a fraction, the numerator of which will be
such number of days and the denominator of which will be 360,
multiplying the amount so obtained by $50,000 (in the case of
Series A RP) or $25,000 (in the case of Series B RP and Series C
RP), and rounding the amount so obtained to the nearest cent.
(g) No later than 1200 noon, New York City time, on
each
Dividend Payment Date, the Trust shall deposit in sameday funds
with the Paying Agent the full amount of any dividend declared
and payable on such Dividend Payment Date on any share of RP.
(h) The Applicable Dividend Rate for each Dividend
Period
commencing during a NonPayment Period shall be equal to the
NonPayment Period Rate and any share of RP for which a Special
Dividend Period would otherwise have commenced on the first day
of or during a NonPayment Period shall have a 28day Dividend
Period (in the case of Series A RP) or a 7 day Dividend Period
(in the case of Series B RP and Series C RP). Any amount of any
dividend due on any Dividend Payment Date for any shares of RP
(if, prior to 1200 noon, New York City time, on such Dividend
Payment Date, the Trust has declared such dividend payable on
or
within three Business Days after such Dividend Payment Date to
the Holders who held such shares of RP as of 1200 noon, New York
City time, on the Business Day preceding such Dividend Payment
Date) or redemption price with respect to any shares of RP not
paid to Holders when due but paid to such Holders in the same
form of funds by 1200 noon, New York City time, on any of the
first three Business Days after such Dividend Payment Date or
due date, as the case may be, shall incur a late charge to be
paid therewith to such Holders and calculated for such period
of
nonpayment at the NonPayment Period Rate applied to the amount
of such non payment based on the actual number of days
comprising such period divided by 365. If the Trust fails to pay
a dividend on a Dividend Payment Date or to redeem any shares of
RP on the date set for such redemption (otherwise than because it
is prevented from doing so by these Bylaws or by applicable law),
the preceding sentence shall not apply and the Applicable
Dividend Rate for the Dividend Period commencing during the
NonPayment Period resulting from such failure shall be the
NonPayment Period Rate. For the purposes of the foregoing and
paragraphs 3(g) and 4(g) of this Part I of Section 12.1, payment
to a person in New York Clearing House (nextday) funds on any
Business Day at any time shall be considered equivalent to
payment to such person in sameday funds at the same time on the
next Business Day, and any payment made after 1200 noon, New
York City time, on any Business Day shall be considered to have
been made instead in the same form of funds and to the same
person before 1200 noon, New York City time, on the next Business
Day.
(i) Except during a NonPayment Period, by 1200 noon,
New
York City time, on the Remarketing Date in the Remarketing at
the
end of the Initial Dividend Period applicable to a share of RP,
and by 1200 noon, New York City time, on the Remarketing Date in
the Remarketing at the end of each subsequent Dividend Period
applicable to a share of RP, the Beneficial Owner of such share
of RP may elect to tender such share or hold such share for the
next Dividend Period to the extent provided in Part II of
Section 12.1.
(j) The Trust may, at its sole option and to the
extent
permitted by law, by telephonic or written notice (a Request
for
Special Dividend Period) to the Remarketing Agents, request
that
the next succeeding Dividend Period for a series of RP be the
number of days (other than 28, in the case of Series A RP, or
seven, in the case of Series B RP or Series C RP) evenly
divisible by seven, and not fewer than seven or more than 364
in
the case of a Short Term Dividend Period or one whole year or
more but not greater than five years in the case of a Long
Term
Dividend Period, specified in such notice, provided that the
Trust may not give a Request for Special Dividend Period of
greater than 28 days, in the case of Series A RP, or seven
days,
in the case of
Series B RP or Series C RP (and any such request shall be null
and void) unless the Trust has given written notice thereof to
Moodys and S&P and unless, with respect to such series of RP,
full cumulative dividends, any amounts due with respect to
redemptions, and any Additional Dividends payable prior to such
date have been paid in full and, for any Remarketing occurring
after the initial Remarketing, all shares tendered were
remarketed in the last occurring Remarketing. Except as
otherwise provided in the definition of Dividend Period in this
Section 12.1, the Dividend Periods for the Series A RP, Series B
RP and Series C RP will never be coextensive. Such Request for
Special Dividend Period, in the case of a Short Term Dividend
Period, shall be given on or prior to the fourth Business Day
but not more than seven Business Days prior to a Remarketing
Date and, in the case of a Long Term Dividend Period, shall be
given on or prior to the 14th day but not more than 28 days
prior to a Remarketing Date. Upon receiving such Request for a
Special Dividend Period, the Remarketing Agents shall determine
(i) whether, given the factors set forth below, it is advisable
that the Trust issue a Notice of Special Dividend Period for
such RP as contemplated by such Request for Special Dividend
Period, (ii) the Optional Redemption Price of such RP during
such Special Dividend Period and (iii) the Specific Redemption
Provisions and shall give the Trust written notice (a Response)
of such determination by no later than the third Business Day
prior to such Remarketing Date. In making such determination the
Remarketing Agents will consider (1) existing shortterm and
longterm market rates and indices of such shortterm and longterm
rates, (2) existing market supply and demand for shortterm and
longterm securities, (3) existing yield curves for shortterm
and
longterm securities comparable to the RP, (4) industry and
financial conditions which may affect such RP, (5) the
investment objective of the Trust, and (6) the Dividend Periods
and dividend rates at which current and potential Beneficial
Owners of such RP would remain or become Beneficial Owners. If
the Remarketing Agents shall not give the Trust a Response by
such third Business Day or if the Response states that given the
factors set forth above it is not advisable that the Trust give
a Notice of Special Dividend Period, the Trust may not give a
Notice of Special Dividend Period in respect of such Request for
Special Dividend Period. In the event the Response indicates
that it is advisable that the Trust give a Notice of Special
Dividend Period, the Trust may by no later than the second
Business Day prior to such Remarketing Date give a notice (a
Notice of Special Dividend Period) to the Remarketing Agents
and
to the Securities Depository which notice will specify (i) the
duration of the Special Dividend Period, (ii) the Optional
Redemption Price as specified in the related Response and (iii)
the Specific Redemption Provisions, if any, as specified in the
related Response. The Trust shall not give a Notice of Special
Dividend Period and, if the Trust has given a Notice of Special
Dividend Period, the Trust is required to give telephonic or
written notice of its revocation (a Notice of Revocation) to the
Remarketing Agents (in the case of clauses (x) and (y)) and the
Securities Depository (in the case of clauses (x), (y) and (z))
on or prior to the Business Day prior to the relevant
Remarketing Date if (x) either the 1940 Act RP Asset Coverage is
not satisfied or the Trust shall fail to maintain S&P Eligible
Assets and Moodys Eligible Assets each with an aggregate
Discounted Value at least equal to the RP Basic Maintenance
Amount, in each case on each of the two Valuation Dates
immediately preceding the Business Day prior to the relevant
Remarketing Date on an actual basis and on a pro forma basis
giving effect to the proposed Special Dividend Period (using as
a pro forma dividend rate with respect to such Special Dividend
Period the dividend rate which the Remarketing Agents shall
advise the Trust is an approximately equal rate for securities
similar to the RP with an equal
dividend period), provided that (unless Moodys advises the
Trust
to the contrary), in calculating the aggregate Discounted
Value
of Moodys Eligible Assets for this purpose, the Moodys
Exposure
Period shall be deemed to be one week longer than the Moodys
Exposure Period that would otherwise apply as of the date of
the
Notice of Special Dividend Period, (y) sufficient funds for
the
payment of dividends payable on the immediately succeeding
Dividend Payment Date for RP have not been irrevocably
deposited
with the Paying Agent by the close of business on the third
Business Day preceding the relevant Remarketing Date or (z) the
Remarketing Agents advise the Trust that after consideration of
the factors listed above, it is advisable to give a Notice of
Revocation. If the Trust is prohibited from giving a Notice of
Special Dividend Period as a result of any of the factors
enumerated in clause (x), (y) or (z) of the prior sentence or if
the Trust gives a Notice of Revocation with respect to a Notice
of Special Dividend Period for RP, the next succeeding Dividend
Period will be a 28day Dividend Period (in the case of Series A
RP) or a 7day Dividend Period (in the case of Series B RP or
Series C RP), provided that if the then current Dividend Period
for RP is a Special Dividend Period of less than 28 days (in the
case of Series A RP), the next succeeding Dividend Period will
be the same length as the current Dividend Period. In addition,
in the event all shares of RP tendered for which the Trust has
given a Notice of Special Dividend Period are not remarketed or
a Remarketing for RP is not held for any reason, the Trust may
not again give a Notice of Special Dividend Period with respect
to RP (and any such attempted notice shall be null and void)
until all shares of such RP tendered in a subsequent Remarketing
with respect to a 28day Dividend Period (in the case of Series A
RP) or a 7day Dividend Period (in the case of Series B RP or
Series C RP) have been Remarketed.
(k) Simultaneously with the declaration of each
dividend
at the Applicable Dividend Rate to a Holder determined as set
forth in paragraph 3(a) of this Part I of Section 12.1 (each, a
Paragraph 3(a) Dividend), the Trustees shall also declare a
dividend to the same Holder consisting of one right (a Right) to
receive an Additional Dividend in respect of such Paragraph 3(a)
Dividend. If, after the close of its fiscal year, the Trust
characterizes all or a portion of a Paragraph 3(a) Dividend paid
on shares of RP during such previous fiscal year as consisting
of net capital gain or other income subject to regular Federal
income tax, without having either given advance notice to the
Remarketing Agents of the inclusion of such taxable income in
such Paragraph 3(a) Dividend prior to the setting of the
Applicable Dividend Rate for such Paragraph 3(a) Dividend or
included an additional amount in the Paragraph 3(a) Dividend to
offset the tax effect of the inclusion therein of such taxable
income, in each case as provided in paragraph 3(m) hereof, and
the Trust so characterizes all or a portion of the Paragraph
3(a) Dividend solely because (i) the Trust has redeemed all or a
portion of the outstanding shares of RP or the Trust has
liquidated and (ii) the Trust, in its judgment, believes it is
required, in order to comply with a published position of the
Internal Revenue Service concerning the allocation of different
types of income between different classes and series of shares,
Rev. Rul. 8981, 19891 C.B. 226, to allocate such taxable income
to the RP (the amount so characterized referred to herein as a
Retroactive Taxable Allocation), the Trust will, within 90 days
after the end of such fiscal year, provide notice of the
Retroactive Taxable Allocation made with respect to the
Paragraph 3(a) Dividend to the Paying Agent and to each Holder
who received such Paragraph 3(a) Dividend and the corresponding
Right, at such Holders address as the same appears or last
appeared on the share books of the Trust. The Trust will, within
30 days after such notice is given to the Paying
Agent, pay to the Paying Agent (who will then distribute to such
holders of Rights), out of funds legally available therefor, an
amount equal to the aggregate of the Additional Dividends
payable in respect of such Retroactive Taxable Allocation. The
Trust may direct the Paying Agent to invest any such available
funds in Deposit Securities (provided that such Deposit
Securities are also rated at least Pl, MIG1 or VMIG1 by Moodys)
provided that the proceeds of any such investment will be
available in The City of New York at the opening of business on
the payment date for such Additional Dividends. All such funds
(to the extent necessary to pay the full amount of such
Additional Dividends) shall be held in trust for the benefit of
the holders of Rights. An Additional Dividend or Additional
Dividends declared in respect of a Right shall be paid to the
Holder that received such Right, whether or not such Holder
continues to own the shares of RP in respect of which such Right
was issued. Rights shall be nontransferable except by operation
of law, and no purported transfer of a Right will be recognized
by the Trust. No certificates will be issued evidencing Rights.
An Additional Dividend in respect of any Paragraph 3(a)
Dividend means payment to a present or former Holder of a share
of RP of an amount which, giving effect to the Retroactive
Taxable Allocation made with respect to such Paragraph 3(a)
Dividend, would cause such Holders aftertax return (taking into
account both the Paragraph 3(a) Dividend and the Additional
Dividend and assuming such Holder is taxable at the GrossUp Tax
Rate) to be equal to the aftertax return which the Holder would
have realized if the retroactive allocation of taxable income
had not been made. Such Additional Dividend shall be calculated
(i) without consideration being given to the time value of money
(ii) assuming that no Holder or former Holder of shares of RP is
subject to the Federal alternative minimum tax with respect to
dividends received from the Trust and (iii) assuming that the
Holder of the share of RP in respect of which a Retroactive
Taxable Allocation was made is taxable at the GrossUp Tax Rate.
An Additional Dividend will not include an amount to compensate
for the fact that the Additional Dividend or the retroactive
allocation of taxable income may be subject to state and local
taxes. The GrossUp Tax Rate shall be equal to the sum of (i) the
percentage of the taxable income included in the Paragraph 3(a)
Dividend that is taxable for Federal income tax purposes as
ordinary income, multiplied by the greater of (A) the highest
marginal Federal corporate income tax rate (without regard to
the phaseout of graduated rates) applicable to ordinary income
and (B) the highest marginal Federal individual income tax rate
applicable to ordinary income (including any surtax but without
regard to any phaseout of personal exemptions or any limitation
on itemized deductions), and (ii) the percentage of the taxable
income included in the Paragraph 3(a) Dividend that is taxable
for Federal income tax purposes as longterm capital gain,
multiplied by the greater of (A) the highest marginal Federal
corporate income tax rate (without regard to the phaseout of
graduated rates) applicable to longterm capital gain and (B) the
highest marginal Federal individual income tax rate applicable
to longterm capital gain (including any surtax, but without
regard to any phaseout of personal exemptions or any limitation
on itemized deductions).
Except as provided above, no Additional Dividend shall for
any reason be payable in respect of any Paragraph 3(a) Dividend
previously paid to a Holder. In particular, and without limiting
the generality of the foregoing, no Additional Dividend shall be
payable as a result of any Internal Revenue Service challenge
to, among other things, the characterization of the RP as equity,
the Trusts method of allocating various types of income between
dividends paid on
different classes or series of shares or between dividends paid
on the same class or series of shares, or the designations made
by the Trust relating to distributions made with respect to an
earlier taxable year.
(l) The Trustees may in their sole discretion
from time to
time declare a special dividend (each, a special dividend) in an
amount determined in their sole judgment to be necessary or
desirable to cause the Trust to comply with any distribution
requirements of the Code and thereby to avoid the incurrence by
the Trust of any income or excise tax under the Code, provided
that the Trustees shall not declare a special dividend if the
declaration thereof causes the Trust to fail to maintain the RP
Basic Maintenance Amount or the 1940 Act RP Asset Coverage. Any
such special dividend shall be payable on a date specified by
the Trustees to Holders of record on a date specified by the
Trustees consistent with these Bylaws. The Trust shall deposit
with the Paying Agent sufficient funds for the payment of any
such special dividend not later than noon on the Business Day
immediately preceding the date on which such special dividend
becomes payable and shall give the Paying Agent irrevocable
instructions to apply such funds and, if applicable, the income
and proceeds therefrom, to payment of such special dividends.
The Trust may direct the Paying Agent to invest any such
available funds in Deposit Securities (provided that such
Deposit Securities are also rated at least Pl, MIG1 or VMIG1 by
Moodys) provided that the proceeds of any such investment will
be available in The City of New York at the opening of business
on the payment date for such special dividend. All such funds
(to the extent necessary to pay the full amount of such special
dividend) shall be held in trust for the benefit of the Holders.
(m) Whenever the Trust intends to include any net
capital
gain or other income subject to regular Federal income tax in a
dividend on shares of RP solely because the Trust, in its
judgment, believes it is required, in order to comply with Rev.
Rul. 8981 described in paragraph 3(k) of this Part I of Section
12.1, to allocate taxable income to shares of RP, the Trust may
notify the Remarketing Agents of the amount to be so included at
least five Business Days prior to the Remarketing Date on which
the Applicable Dividend Rate for such dividend is to be
established. In the event the Trust has provided such notice to
the Remarketing Agents, yet, after giving such notice and prior
to paying the dividend the Trust intends to include additional
income subject to regular Federal income tax beyond the amount
set forth in such Notice in such dividend because the Trust, in
its sole judgment, believes it is required, in order to comply
with such Rev. Rul. 8981, to allocate such additional income to
such shares of the series of RP, the Trust will (i) increase the
dividend by an amount such that the return to a Holder of RP
with respect to such dividend (as so increased and after giving
effect to Federal income tax at the GrossUp Tax Rate) shall
equal the return such Holder of RP would have received, after
application of Federal income tax, if such additional amount of
taxable income had not been included in such dividend (and such
dividend had not been increased to take account of any
additional amount of taxable income) and (ii) notify the Paying
Agent of the additional amount to be included in the dividend at
least five Business Days prior to the applicable Dividend
Payment Date. Alternatively, if the Trust has not provided the
notice referred to in the second preceding sentence, yet
nevertheless prior to paying the dividend intends to include
income subject to regular Federal income tax in a dividend on
shares of RP solely because the Trust, in its judgment, believes
it is required, in order to comply with such Rev. Rul. 8981, to
allocate such income to shares of RP, the Trust will (i)
increase the dividend by an amount such that the return
to a Holder of RP with respect to such dividend (as so increased
and after giving effect to tax at the GrossUp Tax Rate) equals
the Applicable Dividend Rate and (ii) notify the Paying Agent of
the additional amount to be included in the dividend at least
five Business Days prior to the applicable Dividend Payment
Date. The Trust will not be required to notify any Holder of RP
of the prospective inclusion of, or to increase any dividend as
a result of the inclusion of, any taxable income in any dividend
other than as provided in this paragraph 3(m) or in paragraph
3(k) of this Part I of Section 12.1.
4. Redemption. Shares of RP shall be redeemable by the
Trust as provided below
(a) To the extent permitted under the 1940 Act,
upon
giving a Notice of Redemption, the Trust at its option may
redeem shares of any series of RP, in whole or in part, on the
next succeeding scheduled Dividend Payment Date applicable to
those shares of RP called for redemption, out of funds legally
available therefor, at the Optional Redemption Price per share
provided that no share of RP shall be subject to redemption
pursuant to this paragraph 4(a) on any Dividend Payment Date
during (A) the Initial Dividend Period with respect to such
share or
(B) a NonCall Period to which such share is subject and provided
further that the Trust shall effect no redemption pursuant to
this paragraph 4(a) if as a result of such redemption the Trust
shall have failed to maintain S&P Eligible Assets and Moodys
Eligible Assets with an aggregate Discounted Value at least equal
to the RP Basic Maintenance Amount or to maintain the 1940 Act
RP Asset Coverage. For so long as S&P rates any series of RP,
the Trust may not give a Notice of Redemption relating to an
optional redemption as described in paragraph 4(a) unless, at the
time of giving such Notice of Redemption, the Trust has
available Deposit Securities with maturity or tender dates not
later than the day preceding the applicable redemption date and
having a Discounted Value not less than the amount due to
Holders by reason of the redemption of shares of such series of
RP on such redemption date.
(b) The Trust shall redeem, out of funds legally
available
therefor, at the Mandatory Redemption Price per share, certain
of the shares of RP, to the extent permitted under the 1940 Act,
if the Trust fails to maintain S&P Eligible Assets and Moodys
Eligible Assets with an aggregate Discounted Value at least
equal to the RP Basic Maintenance Amount or to maintain the 1940
Act RP Asset Coverage and such failure is not cured on or before
the RP Basic Maintenance Cure Date or the 1940 Act Cure Date
(each herein referred to as a Cure Date), as the case may be.
The number of shares of RP to be redeemed shall be equal to the
lesser of (i) the minimum number of shares of all series of RP
the redemption of which, if deemed to have occurred immediately
prior to the opening of business on the Cure Date, together with
all other Preferred Shares subject to redemption or retirement,
would result in the satisfaction of the RP Basic Maintenance
Amount or the 1940 Act RP Asset Coverage, as the case may be, on
such Cure Date (provided that, if there is no such minimum
number of shares of all series of RP and other Preferred Shares
the redemption of which would have such result, all shares of
all series of RP then outstanding shall be redeemed) and (ii)
the maximum number of shares of RP, together with all other
Preferred Shares subject to redemption or retirement, that can
be redeemed out of funds expected to be legally available
therefor. In determining the number of shares of RP required to
be redeemed in accordance with the foregoing, the Trust shall
allocate the number required to be redeemed to satisfy the RP
Basic Maintenance Amount or the 1940 Act RP Asset Coverage, as
the case may be, pro rata among shares of all series of RP and
other Preferred
Shares (as determined by the liquidation preferences of such
series of RP and other Preferred Shares) subject to redemption
provisions similar to those contained in this paragraph 4(b).
The Trust shall effect such redemption not later than 35 days
after such Cure Date, except that if the Trust does not have
funds legally available for the redemption of all of the
required number of shares of all series of RP and other
Preferred Shares which are subject to mandatory redemption or
the Trust otherwise is unable to effect such redemption on or
prior to 35 days after such Cure Date, the Trust shall redeem
those shares of all series of RP and other Preferred Shares
which it was unable to redeem on the earliest practicable date
on which it is able to effect such redemption.
Any share of RP shall be subject to mandatory redemption
regardless of whether such share is subject to a NonCall
Period, provided that shares of RP subject to a NonCall Period
will only be subject to redemption to the extent that the other
shares of such series of RP not subject to a NonCall Period or
other Preferred Shares are not available to satisfy the number
of shares required to be redeemed. In such event, such shares
subject to a NonCall Period will be selected for redemption in
an ascending order of outstanding NonCall Period (with shares
with the lowest number of days remaining in the respective
Dividend Period to be called first) and by lot in the event of
equal outstanding NonCall Periods.
(c) Subject to paragraph 4(d) of this Part I of
Section
12.1, if fewer than all the outstanding shares of any series of
RP are to be redeemed pursuant to this paragraph 4, the number
of such shares of such series of RP so to be redeemed shall be
a
whole number of shares and shall be determined by the Trustees,
and the Trust shall give a Notice of Redemption as provided in
paragraph 4(e) of this Part I, provided that no such share of
RP
will be subject to optional redemption on any Dividend Payment
Date during a NonCall Period to which it is subject and shares
of RP subject to a NonCall Period will be subject to mandatory
redemption only on the basis described under paragraph 4(b) of
this Part I. Unless certificates representing shares of RP are
held by Holders other than the Securities Depository or its
nominee, the Securities Depository, upon receipt of such notice,
shall determine by lot (or otherwise in accordance with
procedures in effect at the time which shall be consistent with
the 1940 Act) the number of shares of such series of RP to be
redeemed from the account of each Agent Member (which may
include an Agent Member, including a Remarketing Agent, holding
shares for its own account) and notify the Paying Agent of such
determination. The Paying Agent, upon receipt of such notice,
shall in turn determine by lot the number of shares of such
series of RP to be redeemed from the accounts of the Beneficial
Owners of the shares of such series of RP whose Agent Members
have been selected by the Securities Depository and give notice
of such determination to the Remarketing Agents. In doing so,
the Paying Agent may determine that shares of RP shall be
redeemed from the accounts of some Beneficial Owners, which may
include the Remarketing Agents, without shares of RP being
redeemed from the accounts of other Beneficial Owners.
(d) Notwithstanding paragraph 4(c) of this Part I,
if
any certificates representing shares of any series of RP are
held by Holders other than the Securities Depository or its
nominee, then the shares of such series of RP to be redeemed
shall be selected by the Paying Agent by lot.
(e) Any Notice of Redemption with respect to shares
of RP
shall be given (A) in the case of a redemption pursuant to
paragraph 4(a) of this Part I, by the Trust to the Paying Agent,
the Securities Depository (and any other Holder) and the
Remarketing Agents, by telephone, not later than 100 p.m. New
York City time (and later confirmed in writing) not less than 20
nor more than 30 days prior to the earliest date upon which any
such redemption may occur and (B) in the case of a mandatory
redemption pursuant to paragraph 4(b) of this Part I, by the
Trust to the Paying Agent, the Securities Depository (and any
other Holder) and the Remarketing Agents, by telephone, not
later
than 100 p.m., New York City time (and later confirmed in
writing) not less than 20 nor more than 30 days prior to the
redemption date established by the Trustees and specified in
such notice. In the case of a partial redemption of the shares
of any series of RP, the Paying Agent shall use its reasonable
efforts to provide telephonic notice to each Beneficial Owner of
shares of RP called for redemption not later than the close of
business on the Business Day on which the Paying Agent
determines
the shares to be redeemed, as described in paragraphs 4(c) and
4(d) of this Part I of Section 12.1 (or, during a NonPayment
Period with respect to such shares, not later than the close of
business on the Business Day immediately following the day on
which the Paying Agent receives a Notice of Redemption from the
Trust). Such telephonic notice shall be confirmed promptly in
writing to the Remarketing Agents, the Securities Depository and
each Beneficial Owner of shares of RP called for redemption not
later than the close of business on the Business Day immediately
following the day on which the Paying Agent determines the shares
to be redeemed. In the case of a redemption in whole of the
shares of any series of RP, the Paying Agent shall use its
reasonable efforts to provide telephonic notice to each
Beneficial Owner of shares of RP called for redemption not later
than the close of business on the Business Day immediately
following the day on which it receives a Notice of Redemption
from the Trust. Such telephonic notice shall be confirmed
promptly in writing to each Beneficial Owner of shares of RP
called for redemption, the Remarketing Agents and the Securities
Depository not later than the close of business on the second
Business Day following the day on which the Paying Agent
receives a Notice of Redemption.
(f) Every Notice of Redemption and other redemption
notice
shall state (i) the redemption date (ii) the number of shares of
RP to be redeemed (iii) the redemption price (iv) that dividends
on the shares of RP to be redeemed shall cease to accumulate as
of such redemption date and (v) the provision of the Declaration
of Trust or the Bylaws pursuant to which such shares are being
redeemed. In addition, notice of redemption given to a
Beneficial Owner by the Paying Agent shall state the CUSIP
number, if any, of the shares of RP to be redeemed and the
manner in which the Beneficial Owners of such shares may obtain
payment of the redemption price. No defect in the Notice of
Redemption or other redemption notice or in the transmittal or
the mailing thereof shall affect the validity of the redemption
proceedings, except as required by applicable law. The Paying
Agent shall use its reasonable efforts to cause the publication
of a Notice of Redemption in an Authorized Newspaper within two
Business Days of the date of the Notice of Redemption, but
failure so to publish such notification shall not affect the
validity or effectiveness of any such redemption proceedings.
(g) On any redemption date, the Trust shall deposit,
irrevocably in trust, in sameday funds, with the Paying Agent,
by 1200 noon, New York City time, the Optional Redemption Price
or Mandatory Redemption Price, as the case may be, for each
share of RP called for redemption.
(h) In connection with any redemption, upon the
giving of
a Notice of Redemption and the deposit of sufficient funds
necessary for such redemption with the Paying Agent in
accordance with this paragraph 4, shares of RP so called for
redemption shall no longer be deemed outstanding for any purpose
and all rights of the Holders of shares of RP so called for
redemption shall cease and terminate, except the right of the
Holders thereof to receive the Optional Redemption Price or the
Mandatory Redemption Price, as the case may be, but without any
interest or other additional amount (except as provided in
paragraph 3(k) of this Part I of Section 12.1). The Trust shall
be entitled to receive from the Paying Agent, promptly after the
date fixed for redemption, any cash deposited with the Paying
Agent as aforesaid in excess of the sum of (i) the aggregate
redemption price of the shares of RP called for redemption on
such date and (ii) all other amounts to which Holders of shares
of RP called for redemption may be entitled. The Trust shall be
entitled to receive, from time to time after the date fixed for
redemption, any interest on any funds deposited in respect of
such redemption. Any funds so deposited with the Paying Agent
which are unclaimed at the end of ninety days from such
redemption date shall, to the extent permitted by law, be repaid
to the Trust, after which time the Holders of shares of RP so
called for redemption shall look only to the Trust for payment
of the redemption price and all other amounts to which they may
be entitled. For so long as S&P rates any series of RP, if any
such unclaimed funds relating to shares of such series of RP are
repaid to the Trust, the Trust shall invest such unclaimed funds
in Deposit Securities with a maturity of no more than one
Business Day until such time as there are no unclaimed funds.
(i) To the extent that any redemption for which
Notice of
Redemption has been given is not made by reason of the absence
of
legally available funds therefor, such redemption shall be made
as soon as practicable to the extent such funds become
available. Failure to redeem shares of RP shall be deemed to
exist at any time after the date specified for redemption in a
Notice of Redemption when the Trust shall have failed, for any
reason whatsoever, to deposit funds with the Paying Agent
pursuant to paragraph 4(g) of this Part I of Section 12.1 with
respect to any shares for which such Notice of Redemption has
been given.
(j) Notwithstanding any of the foregoing provisions
of
this paragraph 4, the Remarketing Agents may, in their sole
discretion, modify the procedures set forth above with respect
to notification of redemption, provided that any such
modification does not adversely affect any Holder of shares of
RP or materially alter the obligations of the Paying Agent or
the Fund and further provided that the Trust receives written
confirmation from S&P or Moodys that any such modification
would not impair the ratings then assigned by S&P or Moodys to
shares of any series of RP.
(k) In effecting any redemption pursuant to this
paragraph 4, the Trust shall use all reasonable efforts to
satisfy all applicable procedural conditions precedent to
effecting such redemption under the 1940 Act and Massachusetts
law.
(l) Notwithstanding the foregoing, (i) no share of
RP may
be redeemed pursuant to paragraph 4(a) of this Part I of
Section 12.1 unless the full amount of accumulated but unpaid
dividends to the date fixed for redemption for each such share
of RP called for redemption shall have been declared, and (ii)
no share of RP may be redeemed unless all outstanding shares of
such series of RP are simultaneously redeemed, nor may any
shares of RP be purchased or
otherwise acquired by the Trust except in accordance with a
purchase offer made on substantially equivalent terms by the
Trust for all outstanding shares of RP, unless, in each such
instance, dividends (other than dividends, if any, to be paid
pursuant to paragraph 3(k) or 3(1) of this Part I of Section 12.1
which have not yet become due and payable) on all outstanding
shares of RP through the most recent Dividend Payment Date shall
have been paid or declared and sufficient funds for the payment
thereof deposited with the Paying Agent.
(m) Except as set forth in this paragraph 4 with
respect
to redemptions and subject to paragraph 4(1) of this Part I of
Section 12.1, nothing contained herein shall limit any legal
right of the Trust or any affiliate to purchase or otherwise
acquire any share of RP at any price. Any shares of RP which
have been redeemed, purchased or otherwise acquired by the Trust
or any affiliate thereof may be resold if, after the resale, the
Trust has Moodys Eligible Assets with an aggregate Discounted
Value equal to or greater than the RP Basic Maintenance Amount
as provided in Paragraph 8(a) of this Part I of Section 12.1. In
lieu of redeeming shares called for redemption, the Trust shall
have the right to arrange for other purchasers to purchase from
Holders all shares of RP to be redeemed pursuant to this
paragraph 4, except those shares of RP to be redeemed pursuant
to paragraph 4(b) of this Part I of Section 12.1, by their
paying to such Holders on or before the close of business on the
redemption date an amount equal to not less than the redemption
price payable by the Trust on the redemption of such shares, and
the obligation of the Trust to pay such redemption price shall
be satisfied and discharged to the extent such payment is so
made by such purchasers. Prior to the purchase of such shares by
such purchasers, the Trust shall notify each purchaser that such
shares have been called for redemption.
5. Liquidation.
(a) Upon a liquidation, dissolution or winding
up of the
affairs of the Trust, whether voluntary or involuntary, the
Holders of each share of RP shall be entitled, whether from
capital or surplus, before any assets of the Trust shall be
distributed among or paid over to holders of Common Shares or
any other class or series of shares of the Trust ranking junior
to the RP as to liquidation payments, to be paid the amount of
$50,000 per share of Series A RP, and $25,000 per share of
Series B RP and Series C RP, as the case may be, plus in the
case of each series of RP an amount equal to all accumulated but
unpaid dividends thereon (whether or not earned or declared) to
but excluding the date of final distribution, in sameday funds.
After any such payment, the Holders shall not be entitled to any
further participation in any distribution of assets of the Trust,
except as provided in paragraph 3(k) of this Part I of Section
12.1.
(b) If, upon any such liquidation, dissolution or
winding
up of the Trust, the assets of the Trust shall be insufficient
to make such full payments to the Holders of shares of RP and
the holders of any Preferred Shares ranking as to liquidation,
dissolution or winding up on a parity with the RP, then such
assets shall be distributed among the Holders of shares of each
series of RP and such parity holders ratably in accordance with
the respective amounts which would be payable on such shares of
RP and any other such parity Preferred Shares if all amounts
thereof were paid in full.
(c) Neither the consolidation nor the merger of the
Trust
with or into any other entity or entities nor a reorganization
of the Trust alone nor the sale, lease or transfer by the Trust
of all or substantially all of its assets shall be deemed to be
a dissolution or liquidation of the Trust.
6. Voting Rights.
(a) General. Except as otherwise provided in the
Declaration of Trust or Bylaws, each Holder of shares of RP and
each record holder of Common Shares shall be entitled to one
vote for each share held on each matter submitted to a vote of
shareholders of the Trust, and the holders of outstanding
Preferred Shares, including each series of RP, and of Common
Shares shall vote together as a single class provided that, at
any meeting of the shareholders of the Trust held for the
election of Trustees, the holders of Preferred Shares, including
each series of RP, present in person or represented by proxy at
said meeting, shall be entitled, as a class, to the exclusion of
the holders of all other securities and classes of capital
shares of the Trust, to elect two Trustees of the Trust, each
Preferred Share, including each share of each series of RP,
entitling the holder thereof to one vote. Subject to paragraph
6(b) of this Part I of Section 12.1, the holders of outstanding
Common Shares and Preferred Shares, including each series of RP,
voting as a single class, shall elect the balance of the
Trustees.
(b) Right to Elect Majority of Trustees. During any
period
in which any one or more of the conditions described below shall
exist (such period being referred to herein as a Voting Period),
the number of Trustees shall be automatically increased by the
smallest number that, when added to the two Trustees elected
exclusively by the holders of Preferred Shares (including each
series of RP), would constitute a majority of the Trustees as so
increased by such smallest number and the holders of Preferred
Shares (including each series of RP) shall be entitled, voting
as a class on a onevotepershare basis (to the exclusion of the
holders of all other securities and classes of capital shares of
the Trust), to elect such smallest number of additional
Trustees, together with the two Trustees that such holders are
in any event entitled to elect. A Voting Period shall commence
(i) if at any time accumulated dividends (whether or
not earned or declared, and whether or not funds
are then legally available in an amount
sufficient therefor) on the outstanding shares of
any series of RP equal to at least two full years
dividends shall be due and unpaid and sufficient
cash or securities shall not have been deposited
with the Paying Agent for the payment of such
accumulated dividends or
(ii) if at any time holders of any Preferred Shares
other than the RP are entitled to elect a majority
of the Trustees of the Trust.
Upon the termination of a Voting Period, the voting rights
described in this paragraph 6(b) shall cease, subject always,
however, to the revesting of such voting rights in the Holders
upon the further occurrence of any of the events described in
this paragraph 6(b). A Voting Period shall terminate when all
dividends in arrears shall have been paid or otherwise provided
for.
(c) Other Actions. Except as otherwise provided
herein, so
long as any shares of RP are outstanding, the Trust shall not,
without the affirmative vote or consent of the Holders of at
least a majority of the shares of RP outstanding at the time, in
person or by proxy, either in writing or at a meeting (voting
separately as one class) (i) authorize, create or issue, or
increase or decrease the authorized or issued amount of, any
class or series of shares of beneficial interest ranking prior to
or on a parity with the RP with respect to payment of dividends
or the distribution of assets on liquidation, or increase or
decrease the number of authorized Preferred Shares (although the
Trust may, to the extent of the amount of Preferred Shares
authorized from time to time, issue additional shares of RP or
other series of Preferred Shares on a parity with the RP with
respect to payment of dividends and the distribution of assets
on liquidation (including Preferred Shares with different
dividend rates and periods) without such vote or consent) (ii)
amend, alter or repeal the provisions of the Declaration of
Trust and the Bylaws, including this Section 12.1, whether by
merger, consolidation or otherwise, so as to affect materially
and adversely any preference, right or power of such shares of
RP or the Holders thereof or (iii) take any other action
(including without limitation bankruptcy proceedings) which
pursuant to Section 18(a)(2)(D) of the 1940 Act requires such
approval by the Holders provided that (i) the issuance of not
more than the 6,000 Preferred Shares presently authorized and
(ii) the creation and issuance of series of Preferred Shares
ranking junior to the RP with respect to payment of dividends
and the distribution of assets on liquidation, will not be
deemed to affect such preferences, rights or powers unless such
issuance would, at the time thereof, cause the Trust not to
satisfy the 1940 Act RP Asset Coverage or the RP Basic
Maintenance Amount.
In the event of an amendment, alteration or repeal of the
provisions of the Declaration of Trust or the ByLaws, whether by
merger, consolidation or otherwise, so as to affect materially
and adversely any preference, right or power of shares of any
series of RP or the Holders thereof, the affirmative vote or
consent of the Holders of at least a majority of the outstanding
shares of such series, in person or by proxy, either in writing
or at a meeting voting as a separate series shall be required.
The foregoing voting provisions shall not apply with
respect to shares of RP if, at or prior to the time when a vote
is required, such shares of RP shall have been (i) redeemed or
(ii) called for redemption and sufficient funds (in the form of
cash or Municipal Bonds rated at least P1, MIG1 or VMIG1 by
Moodys and which mature prior to the redemption date) shall have
been deposited in trust to effect such redemption.
Notwithstanding the foregoing, the Trustees may, without
the vote or consent of the Holders of any series of RP, from
time to time amend, alter or repeal any or all of the provisions
of paragraphs 12(a), 12(b), 12(c), 13(a) and 13(b) of this Part
I of Section 12.1, as well as any or all of the definitions of
the terms listed below, and any such amendment, alteration or
repeal will be deemed not to affect the preferences, rights or
powers of shares of RP or the Holders thereof, provided the
Trustees receive written confirmation from Moodys, in the case
of any such action with respect to paragraphs 12(b), 12(c),
13(a) and 13(b), or from S&P, in the case of any such action
with respect to paragraphs 12(a), 13(a) and 13(b), or from both
Moodys and S&P, in the case of any such action with respect to
the definitions of the terms listed below, that any such
amendment, alteration or repeal would not impair the ratings then
assigned to any series of RP by the rating agency providing such
confirmation
Accountants Confirmation Municipal Bonds
Anticipation Notes Municipal Index
Closing Transactions NonPayment Period Rate
Deposit Securities Quarterly Valuation Date
Discounted
Value Forward
Commitments
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Initial Margin RP Basic Maintenance Cure Date
Market Value RP Basic Maintenance Report
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Moodys Eligible Asset S&P Exposure Period
Moodys Hedging Transaction S&P Volatility Factor
Moodys Exposure Period Treasury Bonds
Moodys Volatility Factor Valuation Date
1940 Act Cure Date Variation
Margin 1940 Act RP Asset Coverage
(d) Voting Procedures.
(i) As soon as practicable after the accrual of any
right of the holders of shares of Preferred
Shares (including shares of each series of RP) to
elect additional Trustees as described in
paragraph 6(b) above, the Trust shall notify the
Paying Agent and the Paying Agent shall call a
special meeting of such holders, by mailing a
notice of such special meeting to such holders,
such meeting to be held not less than 10 nor more
than 20 days after the date of mailing of such
notice. If the Trust fails to send such notice to
the Paying Agent or if the Paying Agent does not
call such a special meeting, it may be called by
any such holder on like notice. The record date
for determining the holders entitled to notice of
and to vote at such special meeting shall be the
close of business on the fifth Business Day
preceding the day on which such notice is mailed.
At any such special meeting and at each meeting
held during a Voting Period, such holders, voting
together as a class (to the exclusion of the
holders of all other securities and classes of
capital shares of the Trust), shall be entitled to
elect the number of Trustees prescribed in
paragraph 6(b) above on a onevotepershare basis.
At any such meeting or adjournment thereof in the
absence of a quorum, a majority of such holders
present in person or by proxy shall have the
power to adjourn the meeting without notice,
other than an announcement at the meeting, until a
quorum is present.
(ii) For purposes of determining any rights of the
Holders of shares of any series of RP to vote
on any matter, whether such right is created by
this
Section 12.1, by the other provisions of the
Declaration of Trust or the By laws, by statute or
otherwise, no Holder of shares of any series of
RP shall be entitled to vote and no share of any
series of RP shall be deemed to be outstanding
for the purpose of voting or determining the
number of shares required to constitute a quorum
if, prior to or concurrently with the time of
determination of shares entitled to vote or
shares deemed outstanding for quorum purposes, as
the case may be, sufficient funds (in the form of
cash or Municipal Bonds rated at least Pl, MIG1
or VMIG1 by Moodys and Al+ or SP1+ by S&P and
which mature prior to the redemption date) for
the redemption of such shares have been deposited
in trust with the Paying Agent for that purpose
and the requisite Notice of Redemption with
respect to such shares shall have been given as
provided in paragraph 4 of this Part I of Section
12.1. No share of RP held by the Trust or any
affiliate of the Trust shall have any voting
rights or be deemed to be outstanding for voting
purposes.
(iii) The terms of office of all persons who are
Trustees of the Trust at the time of a special
meeting of Holders of shares of RP and holders of
other Preferred Shares to elect Trustees shall
continue, notwithstanding the election at such
meeting by the Holders of shares of RP and such
other holders of the number of Trustees that they
are entitled to elect, and the persons so elected
by the Holders of shares of RP and such other
holders of Preferred Shares, together with the
two incumbent Trustees elected by the Holders of
shares of RP and such other holders of Preferred
Shares and the remaining incumbent Trustees
elected by the holders of the Common Shares and
Preferred Shares, shall constitute the duly
elected Trustees of the Trust.
(iv) Simultaneously with the expiration of a Voting
Period, the terms of office of the additional
Trustees elected by the Holders of shares of RP
and holders of other Preferred Shares pursuant to
paragraph 6(b) of this Part I of Section 12.1
shall terminate, the remaining Trustees shall
constitute the Trustees of the Trust and the
voting rights of the Holders of shares of RP and
such other holders to elect additional Trustees
pursuant to paragraph 6(b) of this Part I of
Section 12.1 shall cease, subject to the
provisions of the penultimate sentence of
paragraph 6(b).
(e) Exclusive Remedy. Unless otherwise required by
law,
the Holders of shares of RP shall not have any relative rights
or preferences or other special rights other than those
specifically set forth herein. The Holders of shares of RP shall
have no preemptive rights or rights to cumulative voting. In the
event that the Trust fails to pay any dividends on the shares of
RP, the exclusive remedy of the Holders of shares of RP shall be
the right to vote for Trustees pursuant to the provisions of
this paragraph 6. In no event shall the Holders of shares of RP
have any right to sue for, or bring a proceeding with respect to,
such dividends or redemptions or damages for the failure to
receive any dividends or the proceeds of a redemption.
(f) Notification to Moodys and S&P. In the event a
vote of
Holders of shares of RP is required pursuant to the provisions
of Section 13(a) of the 1940 Act, the Trust shall, not later
than ten Business Days prior to the date on which such vote is
to be taken, notify Moodys and S&P that such vote is to be
taken, the nature of the action with respect to which such vote
is to be taken and, not later than 10 Business Days following the
vote, the results of the vote.
7. 1940 Act RP Asset Coverage. The Trust shall
maintain, as of the last Business Day of each month in which
any share of RP is outstanding, the 1940 Act RP Asset
Coverage.
8. RP Basic Maintenance Amount.
(a) The Trust shall maintain, on each Valuation Date,
and
shall verify to its satisfaction that it is maintaining on such
Valuation Date, S&P Eligible Assets having an aggregate
Discounted Value equal to or greater than the RP Basic
Maintenance Amount and Moodys Eligible Assets having an
aggregate Discounted Value equal to or greater than the RP Basic
Maintenance Amount. Upon any failure to maintain the required
Discounted Value, the Trust will use its best efforts to alter
the composition of its portfolio to reattain the RP Basic
Maintenance Amount on or prior to the RP Basic Maintenance Cure
Date. If, on any Valuation Date, the Trust shall have Moodys
Eligible Assets with a Discounted Value which exceeds the RP
Basic Maintenance Amount by not more than 5%, the Adviser shall
not alter the composition of the Trusts portfolio unless it
determines that such action will not cause the Trust to have
Moodys Eligible Assets with a Discounted Value less than the RP
Basic Maintenance Amount.
(b) The Trust will deliver an RP Basic Maintenance
Report
to the Remarketing Agents, the Paying Agent, Moodys and S&P as
of (i) each Quarterly Valuation Date, (ii) the first day of a
Special Dividend Period, and (iii) any other time when
specifically requested by either Moodys or S&P, in each case at
or before 500 p.m., New York City time, on the third Business
Day after such day.
(c) At or before 500 p.m., New York City time, on the
third Business Day after a Valuation Date on which the Trust
fails to maintain Moodys Eligible Assets or S&P Eligible
Assets, as the case may be, with an aggregate Discounted Value
which exceeds the RP Basic Maintenance Amount by 5% or more or
to satisfy the RP Basic Maintenance Amount, the Trust shall
complete and deliver to the Remarketing Agents, the Paying
Agent, Moodys and S&P an RP Basic Maintenance Report as of the
date of such failure.
(d) At or before 500 p.m., New York City time, on the
third Business Day after a Valuation Date on which the Trust
cures any failure to satisfy the RP Basic Maintenance Amount,
the Trust shall complete and deliver to the Remarketing
Agents, the Paying Agent, Moodys and S&P an RP Basic
Maintenance Report as of the date of such cure.
(e) An RP Basic Maintenance Report or Accountants
Confirmation will be deemed to have been delivered to the
Remarketing Agents, the Paying Agent, Moodys and S&P if the
Remarketing Agents, the Paying Agent, Moodys and S&P receive a
copy or telecopy, telex or other electronic transcription
thereof and on the same day the Trust mails to the Remarketing
Agents, the Paying Agent, Moodys and S&P for delivery on the
next Business Day the full RP
Basic Maintenance Report. A failure by the Trust to deliver an
RP Basic Maintenance Report under subparagraph (b), (c) or (d)
of this paragraph 8 shall be deemed to be delivery of an RP
Basic Maintenance Report indicating that the Discounted Value
for all assets of the Trust is less than the RP Basic Maintenance
Amount, as of the relevant Valuation Date.
(f) Within ten Business Days after the date of
delivery to
the Remarketing Agents, the Paying Agent, S&P and Moodys of an
RP Basic Maintenance Report in accordance with paragraph 8(b)
above relating to a Quarterly Valuation Date, the Independent
Accountant will confirm in writing to the Remarketing Agents,
the Paying Agent, S&P and Moodys (i) the mathematical accuracy
of the calculations reflected in such Report (and, in any other
RP Basic Maintenance Report that was delivered by the Trust
during the quarter ending on such Quarterly Valuation Date, if
any, with such RP Basic Maintenance Report to be randomly
selected by the Independent Accountant) (ii) that, in such
Report (and in such randomly selected Report, if any),
(a) the Trust determined in accordance with this Section 12.1
whether the Trust had, at such Quarterly Valuation Date (and at
the Valuation Date addressed in such randomly selected Report, if
any), S&P Eligible Assets of an aggregate Discounted Value at
least equal to the RP Basic Maintenance Amount and Moodys
Eligible Assets of an aggregate Discounted Value at least equal
to the RP Basic Maintenance Amount, and (b) it has obtained
confirmation from the Pricing Service that the Market Value of
portfolio securities as determined by the Pricing Service equals
the mean between the quoted bid and asked prices or the yield
equivalent (when quotations are readily available) (iii) that
the Trust has excluded from the RP Basic Maintenance Report
assets not qualifying as Eligible Assets and (iv) with respect
to such confirmation to Moodys, that the Trust has satisfied the
requirements of paragraph 12(b) of this Part I of Section
12.1 as of the Quarterly Valuation Date (and at the Valuation
Date addressed in such randomly selected Report, if any) (such
confirmation is herein called the Accountants Confirmation). In
preparing the Accountants Confirmation, the Independent
Accountant shall be entitled to rely, without further
investigation, on such interpretations of law by the Trust as
may have been necessary for the Trust to perform the
computations contained in the RP Basic Maintenance Report.
(g) Within ten Business Days after the date of
delivery
to the Remarketing Agents, the Paying Agent, S&P and Moodys of
an RP Basic Maintenance Report in accordance with paragraph
8(c) above relating to any Valuation Date on which the Trust
failed to satisfy the RP Basic Maintenance Amount, the
Independent Accountant will provide to the Remarketing Agents,
the Paying Agent, S&P and Moodys an Accountants Confirmation as
to such RP Basic Maintenance Report.
(h) Within ten Business Days after the date of
delivery
to the Remarketing Agents, the Paying Agent, S&P and Moodys of
an RP Basic Maintenance Report in accordance with paragraph
8(d) above relating to any Valuation Date on which the Trust
cured any failure to satisfy the RP Basic Maintenance Amount,
the Independent Accountant will provide to the Remarketing
Agents, the Paying Agent, S&P and Moodys an Accountants
Confirmation as to such RP Basic Maintenance Report.
(i) If any Accountants Confirmation delivered
pursuant to
subparagraph (g), (h) or (i) of this paragraph 8 shows that an
error was made in the RP Basic Maintenance Report for a
particular Valuation Date for which such Accountants
Confirmation was required to be delivered, or shows that
a
lower
aggregate Discounted Value for the aggregate of all S&P
Eligible
Assets or Moodys Eligible Assets, as the case may be, of
the
Trust was determined by the Independent Accountant, the
calculation or determination made by such Independent
Accountant
shall be final and conclusive and shall be binding on the
Trust,
and the Trust shall accordingly amend and deliver the RP
Basic
Maintenance Report to the Remarketing Agents, the Paying
Agent,
S&P and Moodys promptly following receipt by the Trust of
such
Accountants Confirmation.
(j) At or before 500 p.m., New York City time,
on the
first Business Day after the Date of Original Issue of the
shares of RP, the Trust will complete and deliver to Moodys
and
S&P an RP Basic Maintenance Report as of the close of
business
on such Date of Original Issue. Within five Business
Days of
such Date of Original Issue, the Independent Accountant
will
provide to Moodys and S&P an Accountants Confirmation as
to such
RP Basic Maintenance Report.
(k) At or before 500 p.m., New York City time,
on the
first Business Day following any date on which the Trust
repurchases any outstanding Common Shares, the Trust will
complete and deliver to Moodys and S&P an RP Basic
Maintenance
Report as of the close of business on the date of the
repurchase.
9. [RESERVED]
10. Restrictions on Certain Distributions.
For so long as
any share of RP is outstanding, the Trust shall not declare,
pay
or set apart for payment any dividend or other distribution
(other than a dividend or distribution paid in shares of, or
options, warrants or rights to subscribe for or purchase,
Common
Shares or other shares, if any, ranking junior to the
shares of
RP as to dividends and upon liquidation) in respect of
Common
Shares or any other shares of the Trust ranking junior
to or on
a parity with the shares of RP as to dividends or upon
liquidation, or call for redemption, redeem, purchase or
otherwise acquire for consideration any Common Shares or
any
other such junior shares or parity shares (except by
conversion
into or exchange for shares of the Trust ranking junior
to the
shares of RP as to dividends and upon liquidation),
unless (i)
full cumulative dividends on shares of RP through the
most
recent Dividend Payment Date shall have been paid or
shall have
been declared and sufficient funds for the payment
thereof
deposited with the Paying Agent, (ii) the Trust has
redeemed the
full number of shares of RP required to be redeemed by
any
provision for mandatory redemption pertaining thereto,
(iii)
immediately after such transaction the aggregate
Discounted
Value of Moodys Eligible Assets and S&P Eligible
Assets would at
least equal the RP Basic Maintenance Amount and (iv)
the Trust
meets the applicable requirements of Section 18(a)(2)(B)
of the
1940 Act.
11. Notice. All notices or communications,
unless
otherwise specified in these Bylaws, shall be sufficiently
given if in writing and delivered in person or mailed by
firstclass mail, postage prepaid. Notice shall be deemed
given
on the earlier of the date received or the date seven days
after which such notice is mailed.
12. Futures and Options Transactions Forward
Commitments.
(a) For so long as any shares of RP are rated by S&P, the
Trust
will not purchase or sell futures contracts, write, purchase
or
sell options on futures contracts or write put options (except
covered put options) or call options (except covered call
options) on portfolio securities unless it receives written
confirmation from S&P that engaging in such transactions will
not impair the rating then assigned to such shares of RP by
S&P,
except that the Trust may purchase or sell futures contracts
based on the Bond Buyer Municipal Bond Index (the Municipal
Index) or U.S. Treasury Bonds with remaining maturities often
years or more (Treasury Bonds) and write, purchase or sell put
and call options on such contracts (collectively S&P Hedging
Transactions), subject to the following limitations
(A) the Trust will not engage in any S&P Hedging
Transaction based on the Municipal Index (other than
transactions which terminate a futures contract or option
held by the Trust by the Trusts taking an opposite position
thereto (Closing Transactions)), which would cause the
Trust at the time of such transaction to own or have sold
(1) 1,001 or more outstanding futures contracts based on the
Municipal Index, (2) outstanding futures contracts based on
the Municipal Index and on Treasury Bonds exceeding in
number 25% of the quotient of the Market Value of the Trusts
total assets divided by
$100,000 or (3) outstanding futures contracts based on the
Municipal Index exceeding in number 10% of the average
number of daily traded futures contracts based on the
Municipal Index in the thirty days preceding the time of
effecting such transaction as reported by The Wall Street
Journal
(B) the Trust will not engage in any S&P Hedging
Transaction based on Treasury Bonds (other than Closing
Transactions) which would cause the Trust at the time of
such transaction to own or have sold (1) outstanding
futures contracts based on Treasury Bonds and on the
Municipal Index exceeding in number 25% of the quotient of
the Market Value of the Trusts total assets divided by
$100,000 or (2) outstanding futures contracts based on
Treasury Bonds exceeding in number 10% of the average
number of daily traded futures contracts based on Treasury
Bonds in the thirty days preceding the time of effecting
such transaction as reported by The Wall Street Journal
(C) the Trust will engage in Closing Transactions
to
close out any outstanding futures contract which the Trust
owns or has sold or any outstanding option thereon owned by
the Trust in the event (i) the Trust does not have S&P
Eligible Assets with an aggregate Discounted Value equal to
or greater than the RP Basic Maintenance Amount on two
consecutive Valuation Dates and (ii) the Trust is required
to pay Variation Margin on the second such Valuation Date
(D) the Trust will engage in a Closing Transaction
to
close out any outstanding futures contract or option thereon
in the month prior to the delivery month under the terms of
such futures contract or option thereon unless the Trust
holds the securities deliverable under such terms and
(E) when the Trust writes a futures contract or
option thereon (including a futures contract or option
thereon which requires delivery of an underlying security),
it will either maintain an amount of cash, cash equivalents
or shortterm, fixedincome securities in a segregated
account with the Trusts custodian, so that the amount so
segregated plus the amount of Initial Margin and Variation
Margin held in the account of or on behalf of the Trusts
broker with respect to such futures contract or option
equals the Market Value of the futures contract or option,
or, in the event the Trust writes a futures contract or
option thereon which requires delivery of an underlying
security, it shall hold such underlying security in its
portfolio.
For purposes of determining whether the Trust has S&P
Eligible Assets with a Discounted Value that equals or exceeds
the RP Basic Maintenance Amount, such Discounted Value shall,
unless the Trust receives written confirmation from S&P to the
contrary, be reduced by an amount equal to (i) 30% of the
aggregate settlement value, as marked to market, of any
outstanding futures contracts based on the Municipal Index
which
are owned by the Trust plus
(ii) 25% of the aggregate settlement value, as marked to
market, of any outstanding futures contracts based on
Treasury Bonds which contracts are owned by the Trust.
(b) For so long as any shares of RP are rated by
Moodys,
the Trust will not buy or sell futures contracts, write,
purchase or sell put or call options on futures contracts or
write put or call options (except covered call or put options)
on portfolio securities unless it receives written confirmation
from Moodys that engaging in such transactions would not impair
the rating then assigned to any shares of RP by Moodys, except
that the Trust may purchase or sell exchangetraded futures
contracts based on the Municipal Index or Treasury Bonds and
purchase, write or sell exchangetraded put options on such
futures contracts and purchase, write or sell exchangetraded
call options on such futures contracts (collectively Moodys
Hedging Transactions), subject to the following limitations
(A) the Trust will not engage in any Moodys
Hedging
Transaction based on the Municipal Index (other than
Closing Transactions) which would cause the Trust at the
time of such transaction to own or have sold (1)
outstanding futures contracts based on the Municipal Index
exceeding in number 10% of the average number of daily
traded futures contracts based on the Municipal Index in
the thirty days preceding the time of effecting such
transaction as reported by The Wall Street Journal or (2)
outstanding futures contracts based on the Municipal Index
having a Market Value exceeding the Market Value of
Municipal Bonds constituting Moodys Eligible Assets owned
by the Trust
(B) the Trust will not engage in any Moodys
Hedging
Transaction based on Treasury Bonds (other than Closing
Transactions) which would cause the Trust at the time of
such transaction to own or have sold in the aggregate (1)
outstanding futures contracts based on Treasury Bonds
having an aggregate Market Value exceeding 10% of the
aggregate Market Value of all Moodys Eligible Assets
owned
by the Trust and rated Aaa by Moodys, (2) outstanding
futures contracts based on Treasury Bonds having an
aggregate Market Value exceeding 50% of the aggregate
Market Value of all Moodys Eligible Assets owned by the
Trust and rated Aa by Moodys (or, if not rated by Moodys
but rated by S&P, rated AAA by S&P) or (3) outstanding
futures contracts based on Treasury Bonds having an
aggregate Market Value exceeding 90% of the aggregate
Market Value of Moodys Eligible Assets owned by the Trust
and rated Baa or A by Moodys (or, if not rated by Moodys
but rated by S&P, rated A or AA by S&P) (for purposes of
the foregoing clauses (A) and (B), the Trust shall be
deemed to own the number of futures contracts that
underlie any outstanding options written by the Trust)
(C) the Trust will engage in Closing
Transactions to
close out any outstanding futures contract based on the
Municipal Index if the amount of open interest in the
Municipal Index as reported by The Wall Street Journal is
less than 5,000
(D) the Trust will engage in a Closing
Transaction
to
close out any outstanding futures contract by no later than
the fifth Business Day of the month in which such contract
expires and will engage in a Closing Transaction to close
out any outstanding option on a futures contract by no
later than the first Business Day of the month in which
such option expires
(E) the Trust will engage in Moodys Hedging
Transactions only with respect to futures contracts or
options thereon having the next settlement date for such
type of futures contract or option, or the settlement date
immediately thereafter
(F) the Trust will not engage in options
and futures
transactions for leveraging or speculative purposes unless
Moodys shall advise the Trust that to do so would not
adversely affect Moodys then current rating of the shares
of RP provided, however, that the Trust will not be deemed
to have engaged in a futures or options transaction for
leveraging or speculative purposes so long as it has done
so otherwise in accordance with this paragraph 12 and
(G) the Trust will not enter into an option or
futures transaction unless, after giving effect thereto,
the Trust would continue to have Moodys Eligible Assets
with an aggregate Discounted Value equal to or greater than
the RP Basic Maintenance Amount.
For purposes of determining whether the Trust has
Moodys
Eligible Assets with an aggregate Discounted Value that
equals
or exceeds the RP Basic Maintenance Amount, the Discounted
Value
of Moodys Eligible Assets which the Trust is obligated to
deliver or receive pursuant to an outstanding futures
contract or
option shall be as follows (unless the Trust receives
written
confirmation to the contrary from Moodys) (i) assets
subject to
call options written by the Trust which are either
exchangetraded and readily reversible or which expire
within 48
days after the date as of which such valuation is made
shall be
valued at the lesser of
(a) Discounted Value and (b) the exercise price
of the call
option written by the Trust (ii) assets subject to
call options
written by the Trust not meeting the requirements
of clause (i)
of this sentence shall have no value (iii) assets
subject to
put options written by the Trust shall be valued
at the lesser
of (a) the exercise price and (b) the Discounted
Value of such
security and
(iv) futures contracts shall be valued at the
lesser of (a)
settlement price and (b) the Discounted Value
of the subject
security, provided that, if a contract matures
within 48 days
after the date as
of which such valuation is made, where the Trust
is the seller
the contract may be valued at the settlement
price and where
the Trust is the buyer the contract may be valued
at the
Discounted Value of the subject securities.
For purposes of determining whether the Trust has
Moodys
Eligible Assets with an aggregate Discounted Value that
equals
or exceeds the RP Basic Maintenance Amount, the following
amounts shall be added to the RP Basic Maintenance Amount
required to be maintained by the Trust under paragraph
8(a) of
this Part I of Section 12.1 (unless the Trust receives
written
confirmation to the contrary from Moodys) (i) 10% of the
exercise price of a written call option (ii) the exercise
price
of any written put option (iii) where the Trust is the
seller
under a futures contract, 10% of the settlement price of
the
futures contract (iv) where the Trust is the purchaser
under a
futures contract, the settlement price of assets to be
purchased
under such futures contract (v) the settlement price of
the
underlying futures contract if the Trust writes put
options on a
futures contract and (vi) 105% of the Market Value of the
underlying futures contracts if the Trust writes call
options on
futures contracts and does not own the underlying contract.
(c) For so long as any shares of RP are
rated by Moodys,
the Trust will not enter into any contract to purchase
securities for a fixed price at a future date beyond
customary
settlement time (other than such contracts that constitute
Moodys Hedging Transactions that are permitted under
paragraph
12(b) of this Part I of Section 12.1) unless it receives
written
confirmation from Moodys that engaging in such transactions
would not impair the rating then assigned to such shares
of RP
by Moodys except that the Trust may enter into such
contracts to
purchase newly issued securities on the date such
securities are
issued (Forward Commitments), subject to the following
limitations
(A) the Trust will maintain in a segregated
account
with its custodian cash, cash equivalents or shortterm,
fixed income securities rated Pl, MIG1 or VMIG1 by Moodys
and maturing prior to the date of the Forward Commitment
with a face value that equals or exceeds the amount of the
Trusts obligations under any Forward Commitments to which
it is from time to time a party or longterm fixed income
securities with a Discounted Value that equals or exceeds
the amount of the Trusts obligations under any Forward
Commitments to which it is from time to time a party and
(B) the Trust will not enter into a Forward
Commitment unless, after giving effect thereto, the Trust
would continue to have Moodys Eligible Assets with an
aggregate Discounted Value equal to or greater than the RP
Basic Maintenance Amount.
For purposes of determining whether the Trust has
Moodys
Eligible Assets with an aggregate Discounted Value that
equals
or exceeds the RP Basic Maintenance Amount, the Discounted
Value
of all Forward Commitments to which the Trust is a party
and of
all securities deliverable to the Trust pursuant to such
Forward
Commitments shall be zero.
13. Certain Other Restrictions.
(a) For so long as any shares of RP are outstanding,
the
Trust will not, unless it has received written confirmation from
Moodys and S&P that any such action would not impair the ratings
then assigned by Moodys and S&P to any shares of RP, engage in
any one or more of the following transactions
(i) borrow any money except as may be necessary for
the clearance of purchases and sales of
portfolio securities and which borrowings shall
be repaid within 60 days and not be extended or
renewed (provided that no such borrowing will be
permitted unless the Trust, after giving effect
to such borrowing, maintains Moodys Eligible
Assets and S&P Eligible Assets at least equal to
the RP Basic Maintenance Amount)
(ii) lend portfolio securities
(iii) designate a new Pricing Service
(iv) engage in short sales
(v) merge or consolidate with any other entity
(vi) engage in reverse repurchase agreements or
(vii) issue a class or series of shares of beneficial
interest ranking prior to or on a parity with the
RP with respect to payment of dividends or the
distribution of assets on liquidation.
(b) For so long as any shares of RP are rated
by Moodys or
S&P, the Trust shall give to Moodys or S&P, as the case may be,
prompt written notice of the following circumstances
(i) any change to the Declaration of Trust or Article 12
of the Bylaws
(ii) any failure to declare or pay any dividend on the
shares of RP
(iii) any mandatory or optional redemption of the shares
of RP
(iv) any assumption of control of the Trustees by the
Holders of shares of RP pursuant to Section 6(b)
of this Part I of Section 12.1
(v) in the event the Trust shall not be a party to a
pricing services agreement and dealer quotes on
assets are not available
(vi) in the event that the Applicable Dividend Rate
equals or exceeds 95% of the applicable
Reference Rate
(vii) any person owning of record more than 5% of the
Trusts Common Shares
(viii) a change in Internal Revenue Service rules on
Additional Dividends relating to the
operation of the Trust and
(ix) Putnam Investment Management, Inc. is no longer
the Trusts investment manager.
14. Legally Available Funds. For purposes of
this Section
12.1, funds shall not be legally available for the payment
of
dividends or the redemption price with respect to any
share of RP
if the Trust is insolvent at the time such payment
would be made
or to the extent that such payment cannot be made without
rendering the Trust insolvent.
PART II
REMARKETING PROCEDURES
The provisions of this Part II of Section 12.1 and other
provisions of these Bylaws describe the procedures pursuant to
which the Applicable Dividend Rate shall, except as otherwise
provided in these Bylaws, be determined for any Dividend Period
for any series of RP. In the event that any of the Remarketing
Agents, Paying Agent, Securities Depository, Agent Members and
Beneficial Owners fail for any reason to perform any of the acts
or obligations to be performed by him or it as described herein,
then no Holder or Beneficial Owner of any shares of such series
of RP shall have any right in respect thereof against the Trust
or any Trustee or officer of the Trust, and the sole obligation
of the Trust in respect of the determination of the amount and
the payment of any dividend shall be to pay to the Holders of
such series of RP as shown on the share transfer books of the
Trust from time to time dividends as determined in accordance
with the terms of this Part II of Section 12.1 and any other
applicable provisions of these Bylaws. Notwithstanding any
provision of these Bylaws, the Trust shall have no obligation
at
any time to provide notice (other than to the Remarketing
Agents, the Paying Agent, the Securities Depository, S&P and
Moodys), or to make any payment (in respect of any dividend or
otherwise), to any person other than the Holders of the shares
of RP shown on the share transfer books of the Trust from time
to time, and the providing of any notice or the payment of any
amount to such Holders (or to such other entities) shall
discharge in full for all purposes (including without limitation
as against all Beneficial Owners of any shares of RP) the Trusts
obligation to provide any notice or to make any payment.
1. Remarketing Schedule. Each Remarketing shall take
place over a twoBusiness Day period consisting of the
Remarketing Date and the Settlement Date. Such dates or the
method of establishing such dates shall be determined by the
Trustees from time to time and until further action by the
Trustees, a Remarketing Date shall occur on the last Business
Day of a Dividend Period for a series of RP (except for the last
Dividend Period for such RP) and the related Settlement Date
shall occur on the first Business Day of the succeeding Dividend
Period.
2. Procedure for Tendering.
(a) Each share of RP is subject to Tender and Dividend
Reset at the end of each Dividend Period for such RP and may be
tendered in the Remarketing which commences on the Remarketing
Date immediately prior to the end of the current Dividend
Period. By 900 a.m., New York City time, on each such
Remarketing Date, the Remarketing Agents shall, after canvassing
the market and considering prevailing market conditions at the
time for shares of such RP and similar securities, provide
Beneficial Owners of such RP nonbinding indications of the
Applicable Dividend Rate for the next succeeding 28day Dividend
Period (in the case of Series A RP) or 7day Dividend Period (in
the case of Series B RP or Series C RP) or, if applicable, a
Special Dividend Period provided that, if the Trust has
designated the next Dividend Period for such RP as a Special
Dividend Period, the Remarketing Agents will provide to
Beneficial Owners a nonbinding indication only of the Applicable
Dividend Rate for such Special Dividend Period. The actual
Applicable Dividend Rate for such Dividend Period may be greater
than or less than the rate per annum indicated in such
nonbinding indications (but not greater than the applicable
Maximum Dividend Rate). By 1200 noon, New York City time, on
such Remarketing Date, each Beneficial Owner of a share of RP
must notify a Remarketing Agent of its desire, on a sharebyshare
basis, either to tender such share of RP at a price of $50,000
per share (in the case of Series A RP) or $25,000 per share (in
the case of Series B RP or Series C RP) or to continue to hold
such share for the next 28day Dividend Period (in the case of
Series A RP) or 7day Dividend Period (in the case of Series B RP
or Series C RP) or, if applicable, the next Special Dividend
Period. Beneficial Owners who do not provide such notice shall
be deemed to have elected (i) to hold all their shares of RP if
each of the current Dividend Period and succeeding Dividend
Period is a 28day Dividend Period (in the case of Series A RP)
or 7 day Dividend Period (in the case of Series B RP or Series C
RP) or a Special Dividend Period of 60 days or less, and (ii) to
tender all their shares of RP if the current Dividend Period or
succeeding Dividend Period is a Special Dividend Period of more
than 60 days. Any notice given to a Remarketing Agent to tender
or hold shares for a particular Dividend Period shall be
irrevocable and shall not be conditioned upon the level at which
the Applicable Dividend Rate is established. A Remarketing Agent
may, in its sole discretion, (i) at the request of a Beneficial
Owner that has tendered one or more shares to such Remarketing
Agent, waive such Beneficial Owners tender, and thereby enable
such Beneficial Owner to continue to hold the share or shares for
the next 28day Dividend Period (in the case of Series A RP) or
7day Dividend Period (in the case of Series B RP or Series C RP)
or, if applicable, a designated Special Dividend Period, as
agreed to by such Beneficial Owner and such Remarketing Agent at
such time, so long as such tendering Beneficial Owner has
indicated to such Remarketing Agent that it would accept the new
Applicable Dividend Rate for such Dividend Period, such waiver
to be contingent upon the Remarketing Agents ability to remarket
all shares of RP tendered in such Remarketing, and (ii) at the
request of a Beneficial Owner that has elected to hold one or
more of its shares of RP, waive such Beneficial Owners election
with respect thereto, such waiver to be contingent upon the
Remarketing Agents ability to remarket all shares of RP tendered
in such Remarketing.
(b) The ability of each Beneficial Owner to tender
shares
of RP in a Remarketing shall be limited to the extent that (i)
the Remarketing Agents conduct a Remarketing pursuant to the
terms of the Remarketing Agreement, (ii) shares tendered have
not been called for redemption and (iii) the Remarketing Agents
are able to find a purchaser or purchasers for tendered shares
of RP at an Applicable Dividend Rate for the next applicable
Dividend Period that is not in excess of the Maximum Dividend
Rate for such Dividend Period.
3. Determination of Applicable Dividend Rates.
(a) By 300 p.m., New York City time, on each
Remarketing
Date for a series of RP, the Remarketing Agents shall determine
the Applicable Dividend Rate to the nearest one thousandth
(0.001) of one percent per annum for the next 28day Dividend
Period (in the case of
Series A RP) or 7day Dividend Period (in the case of Series B
RP
or Series C RP), or, if designated, Special Dividend Period.
The
Applicable Dividend Rate for each such Dividend Period, except
as otherwise required herein, shall be the dividend rate per
annum which the Remarketing Agents determine, in their sole
judgment, to be the lowest rate that will enable them to
remarket
on behalf of the Beneficial Owners thereof all shares of RP
subject to Tender and Dividend Reset in such Remarketing and
tendered to them on such Remarketing Date at a price of $50,000
per share (in the case of Series A RP) or $25,000 per share (in
the case of Series B RP and Series C RP).
(b) For any series of RP, if no Applicable Dividend
Rate
shall have been established on a Remarketing Date in a
Remarketing for the next 28day Dividend Period (in the case of
Series A RP) or 7day Dividend Period (in the case of Series B RP
or Series C RP), or Special Dividend Period, if any, for any
reason (other than because there are no Remarketing Agents, the
Remarketing Agents are not required to conduct a Remarketing
pursuant to the terms of the Remarketing Agreement or the
Remarketing Agents are unable to remarket on the Remarketing
Date all shares of RP tendered (or deemed tendered) to them at a
price of $50,000 per share (in the case of Series A RP) or
$25,000 per share (in the case of Series B RP and Series C RP)),
then the Remarketing Agents, in their sole discretion, shall, if
necessary and except during a Non Payment Period, after taking
into account market conditions as reflected in the prevailing
yields on fixed and variable rate taxable and tax exempt debt
securities and the prevailing dividend yields of fixed and
variable rate preferred stock, determine the Applicable Dividend
Rate that would be the rate per annum that would be the initial
dividend rate fixed in an offering on such Remarketing Date,
assuming in each case a comparable dividend period, issuer and
security. If there is no Remarketing for such series of RP
because there are no Remarketing Agents or the Remarketing
Agents are not required to conduct a Remarketing pursuant to the
Remarketing Agreement or if the Remarketing Agents are unable to
remarket on the Remarketing Date all shares of RP tendered (or
deemed tendered) to them at a price of $50,000 per share (in the
case of Series A RP) or $25,000 per share (in the case of Series
B RP or Series C RP), then, except during a NonPayment Period,
the Applicable Dividend Rate for the subsequent Dividend Period
for RP and for each subsequent Dividend Period for RP for which
no Remarketing takes place because of the foregoing shall be the
applicable Maximum Dividend Rate for a 28day Dividend Period (in
the case of Series A RP) or 7day Dividend Period (in the case of
Series B RP or Series C RP) and the next Dividend Period for RP
and each such subsequent Dividend Period shall be a 28day
Dividend Period (in the case of Series A RP) or 7day Dividend
Period (in the case of Series B RP or Series C RP).
(c) In determining the Applicable Dividend Rate for a
series of RP, the Remarketing Agents shall, after taking into
account market conditions as reflected in the prevailing yields
on fixed and variable rate taxable and tax exempt debt
securities and the prevailing dividend yields of fixed and
variable rate preferred stock determined for the purpose of
providing nonbinding indications of the Applicable Dividend Rate
to Beneficial Owners and potential purchasers of shares of RP,
(i) consider the number of shares of RP tendered and the number
of shares of RP potential purchasers are willing to purchase and
(ii) contact by telephone or otherwise current and potential
Beneficial Owners of shares of RP subject to Tender and Dividend
Reset to ascertain the dividend rates at which they would be
willing to hold shares of RP.
(d) The Applicable Dividend Rate for each series of
RP
shall be determined as aforesaid by the Remarketing Agents in
their sole discretion (except as otherwise provided in this
Section 12.1 with respect to an Applicable Dividend Rate that
shall be the NonPayment Period Rate or the Maximum Dividend
Rate) and shall be conclusive and binding on Holders and
Beneficial Owners.
(e) Except during a NonPayment Period, the Applicable
Dividend Rate for any Dividend Period for each series of RP
shall not be more than the applicable Maximum Dividend Rate.
4. Allocation of Shares Failure to Remarket at Liquidation
Preference.
(a) If the Remarketing Agents are unable to remarket
by
300 p.m., New York City time, on a Remarketing Date all shares
of RP tendered (or deemed tendered) to them in the related
Remarketing at a price of $50,000 per share (in the case of
Series A RP) or $25,000 per share (in the case of Series B RP or
Series C RP), (i) each Beneficial Owner that tendered or was
deemed to have tendered shares of RP for sale shall sell a
number of shares of RP on a pro rata basis, to the extent
practicable, or by lot, as determined by the Remarketing Agents
in their sole discretion, based on the number of orders to
purchase shares of RP in such Remarketing, and (ii) the
Applicable Dividend Rate for the next Dividend Period for RP,
which shall be a 28day Dividend Period, shall be the Maximum
Dividend Rate for such 28day Dividend Period (in the case of
Series A RP) or 7day Dividend Period (in the case of Series B RP
or Series C RP).
(b) If the allocation procedures described above would
result in the sale of a fraction of a share of RP, the
Remarketing Agents shall, in their sole discretion, round up or
down the number of shares of RP sold by each Beneficial Owner on
the applicable Remarketing Date so that each share sold by a
Beneficial Owner shall be a whole share of RP, and the total
number of shares sold equals the total number of shares
purchased on such Remarketing Date.
5. Notification of Results Settlement.
(a) By telephone at approximately 330 p.m., New York
City
time, on each Remarketing Date, the Remarketing Agents shall
advise each Beneficial Owner of tendered shares and each
purchaser thereof (or the Agent Member thereof) (i) of the number
of shares such Beneficial Owner or purchaser is to sell or
purchase and (ii) to give instructions to its Agent Member to
deliver such shares against payment therefor or to pay the
purchase price against delivery as appropriate. The Remarketing
Agents will also advise each Beneficial Owner or purchaser that
is to continue to hold, or to purchase, shares with a Dividend
Period beginning on the Business Day following such Remarketing
Date of the Applicable Dividend Rate for such shares.
(b) In accordance with the Securities Depositorys
normal
procedures, on the Settlement Date, the transactions described
above with respect to each share of RP shall be executed through
the Securities Depository, if the Securities Depository or its
nominee holds or is to hold the certificate relating to the
shares to be purchased, and the accounts of the respective Agent
Members of the Securities Depository shall be debited and
credited and shares delivered
by book entry as necessary to effect the purchases and sales of
shares of RP in the related Remarketing. Purchasers of such
shares of RP shall make payment to the Paying Agent in same day
funds against delivery to such purchasers or their nominees of
one or more certificates representing such shares of RP, or, if
the Securities Depository or its nominee holds or is to hold the
certificate relating to such shares to be purchased, through
their Agent Members in sameday funds to the Securities
Depository against delivery by book entry of such shares of RP
through their Agent Members. The Securities Depository shall
make payment in accordance with its normal procedures.
(c) If any Beneficial Owner selling shares of RP in a
Remarketing fails to deliver such shares, the Agent Member of
such selling Beneficial Owner and of any other person that was
to have purchased shares of RP in such Remarketing may deliver
to any such other person a number of whole shares of RP that is
less than the number of shares that otherwise was to be
purchased by such person. In such event, the number of shares
of RP to be so delivered shall be determined by such Agent
Member. Delivery of such lesser number of shares of RP shall
constitute good delivery of such number of shares.
(d) The Remarketing Agents, the Paying Agent and the
Securities Depository each will use its reasonable commercial
efforts to meet the timing requirements set forth in paragraphs
(a) and (b) above provided that, in the event that there is a
delay in the occurrence of any delivery or other event
connected with a Remarketing, the Remarketing Agents, the
Paying Agent and the Securities Depository each will use its
reasonable commercial efforts to accommodate such delivery
in furtherance of the Remarketing.
(e) Notwithstanding any of the foregoing provisions of
this paragraph 5, the Remarketing Agents may, in their sole
discretion, modify the settlement procedures set forth above
with respect to any Remarketing, provided any such modification
does not adversely affect the Beneficial Owners or the Holders of
RP or the Trust.
(f) Neither the Trust, the Paying Agent nor any of the
Remarketing Agents shall be obligated in any case to provide
funds to make payment to a Beneficial Owner upon such
Beneficial Owners tender of its shares of RP in a Remarketing,
unless, in each case, such shares of RP were acquired for the
account of the Trust, the Paying Agent or any of the
Remarketing Agents, as the case may be.
6. Purchase of Shares of RP by Remarketing Agents.
The
Remarketing Agents may purchase for their own account shares of
RP in a Remarketing, provided that they purchase all tendered
(or deemed tendered) shares of RP not sold in such Remarketing
to other purchasers. If the Remarketing Agents hold shares of RP
for their own account upon completion of a Remarketing, they
must establish an Applicable Dividend Rate with respect to such
shares in such Remarketing that is not higher than the
Applicable Dividend Rate that would have been established if the
Remarketing Agents did not hold or had not purchased such
shares. Except as provided in the first sentence of this
paragraph 6, the Remarketing Agents shall not be obligated to
purchase any shares of RP that would otherwise remain unsold in
a Remarketing. If the Remarketing Agents hold for their own
account any shares of RP subject to a Remarketing immediately
prior to such Remarketing and if all other shares subject to
such Remarketing and
tendered for sale by other Beneficial Owners of shares of RP
(including circumstances where any of the Remarketing Agents hold
such shares as nominee) have been sold in such Remarketing, then
the Remarketing Agents may sell such number of their shares in
such Remarketing as there are outstanding orders to purchase
that have not been filled by shares tendered for sale by other
Beneficial Owners.
7. Applicable Dividend Rate During a NonPayment
Period.
So long as a Non Payment Period for any series of RP shall
continue, paragraphs 1, 2, 3, 4, 5 and 6 of this Part II of
Section 12.1 shall not be applicable to any of the shares of all
series of RP and the shares of all series of RP shall not be
subject to Tender and Dividend Reset.
8. Transfers. Unless the Trust has elected, during a
NonPayment Period, to waive this requirement, ownership of
shares of RP will be maintained in book entry form by the
Securities Depository, for the account of a designated Agent
Member which, in turn, shall maintain records of such
purchasers beneficial ownership.
9. Miscellaneous.
(a) To the extent permitted by applicable law, the
Trustees may interpret or adjust the provisions hereof to resolve
any inconsistency or ambiguity, or to remedy any formal defect.
(b) Notwithstanding any provision of these Bylaws, (i)
no
Remarketing Agent, Paying Agent, Securities Depository or Agent
Member shall have any obligation in respect of any person having
any interest in any share of RP other than the Beneficial Owner
thereof, and the Paying Agent shall have no obligation to record
any transfer of beneficial ownership in any share unless and
until it shall have received proper notice and evidence of such
transfer and the right of the transferee in accordance with its
procedures in effect from time to time, and (ii) the record
books of the Trust as kept by the Paying Agent shall be
conclusive as to who is the Holder of any share of RP and as to
the number of shares of RP held from time to time by any Holder,
and the Trust shall have no obligation in respect of any share of
RP to any person other than such Holder.
10. Securities Depository Share Certificates.
(a) If there is a Securities Depository, one
certificate
for all of the shares of each series of RP shall be issued to
the Securities Depository and registered in the name of the
Securities Depository or its nominee. Any such certificate
shall bear a legend to the effect that such certificate is
issued subject to the provisions contained in this Section
12.1. Unless the Trust shall have elected, during a NonPayment
Period, to waive this requirement, the Trust will also issue
stoptransfer instructions to this effect to the Paying Agent
for the shares of RP. Except as provided in paragraph (b)
below, the Securities Depository or its nominee will be the
Holder, and no Beneficial Owner shall receive certificates
representing its ownership interest in such shares.
(b) If the Applicable Dividend Rate applicable to all
shares of any series of RP shall be the NonPayment Period Rate
or there is no Securities Depository, the Trust may at its
option issue one or more new certificates with respect to such
shares (without the legend referred to in
paragraph 10(a) of this Part II of Section 12.1) registered in
the names of the Beneficial Owners or their nominees and rescind
the stoptransfer instructions referred to in paragraph 10(a) of
this Part II of Section 12.1 with respect to such shares.
ARTICLE 13
Advance Notice Provisions
13.1 Advance Notice of Shareholder Nominations of
Trustees
and Other Shareholder Proposals. Except as otherwise provided
in Article 16 of these Bylaws, the matters to be considered and
brought before any meeting of Shareholders shall be limited to
only such matters, including the nomination and election of
Trustees, as shall be brought properly before such meeting in
compliance with the procedures set forth in this Section 13.1.
Only persons who are nominated in accordance with the following
procedures, other than persons nominated by the Board of
Trustees, shall be eligible for election as Trustees, and no
proposal to fix the number of Trustees shall be considered at or
brought before a meeting of Shareholders or otherwise transacted
unless notice is provided in accordance with the following
procedures, except as may be otherwise provided in the Bylaws
with respect to the right of holders of Preferred Shares, if
any, of the Trust to nominate and elect a specified number of
Trustees in certain circumstances.
(a) Shareholder Nominations for Trustee and Other
Shareholder Proposals for Meetings of Shareholders.
(1) For any matter to be properly brought before a
meeting of Shareholders, the matter must be (i)
specified in the notice of meeting given by or at the
direction of the Trustees pursuant to Article V,
Section 2 of the Declaration of Trust, (ii) brought
before the meeting by or at the direction of the
Trustees (or any duly authorized committee thereof) or
the Chair of the Trustees or (iii) brought before the
meeting by any Shareholder of the Trust who was a
Shareholder of record (1) at the time the notice
provided for in this Section 13.1 is delivered to the
Clerk of the Trust, (2) at the record date for the
meeting and (3) at the time of the meeting, who is
entitled to vote at the meeting on the nomination or
proposal for which the Shareholder has provided notice
prior to such meeting in accordance with this Article
13, and who complies with the notice procedures set
forth in subparagraph (2) of this paragraph (a) of
this Section 13.1 and the other requirements of this
Article 13. If the Shareholder ceases to be a holder
of record of Shares, or if the beneficial owner ceases
to be the beneficial owner of Shares to the extent the
record owner and beneficial owner are not the same
person, entitled to vote at such meeting on the
nomination or proposal for which the Shareholder has
provided notice prior to such meeting in accordance
with this Article 13, the Shareholders proposal shall
automatically be withdrawn from consideration at the
meeting.
(2) For such matter to be properly brought before
a meeting by a Shareholder pursuant to clause (iii)
of subparagraph (1) of paragraph (a) of this Section
13.1, the Shareholder must have given timely notice
thereof in writing to the Clerk of the Trust in
accordance with paragraph (b) of this Section 13.1.
The Shareholders notice shall contain, at a minimum,
the required information set forth in paragraph (c)
of this Section 13.1.
(b) Timely Notice.
(1) Annual Meeting. To be timely, a Shareholders
notice required by subparagraph (2) of paragraph (a)
of this Section 13.1 in respect of an annual meeting
or a special meeting in lieu of an annual meeting
(each, an Annual Meeting) shall be delivered to the
Clerk at the principal executive offices of the Trust
not less than sixty (60) nor more than ninety (90)
days prior to the anniversary date of the immediately
preceding Annual Meeting provided, however, if and
only if the Annual Meeting is not scheduled to be held
on a date that is within thirty (30) days before or
after such anniversary date, notice by the Shareholder
in order to be timely must be so received no later
than the close of business on the tenth (10th) day
following the earlier of the date on which notice of
the date of the annual meeting was first mailed to
Shareholders and the date on which the date of the
Annual Meeting was publicly announced or disclosed.
(2) Special Meeting (Other than Special
Meeting in
Lieu of Annual Meeting). To be timely, a Shareholders
notice required by subparagraph (2) of paragraph (a)
of this Section 13.1 in respect of a special meeting
shall be delivered to the Clerk at the principal
executive offices of the Trust not later than the
close of business on the tenth (10th) day following
the earlier of the date on which notice of the date of
the special meeting was first mailed to Shareholders
and the date on which the date of the special meeting
was publicly announced or disclosed.
(3) General. In no event shall one or more
adjournments or postponements (or public
announcements thereof) of a meeting of Shareholders
commence a new time period (or extend any time
period) for the giving of a Shareholders notice as
described in this paragraph (b) of this Section 13.1.
(4) Publicly Announced or Disclosed. For
purposes
of this Section 13.1, a matter shall be deemed to have
been publicly announced or disclosed if such matter is
disclosed in a press release reported by the Dow Jones
News Service, Associated Press or comparable national
news service, in a document publicly filed by the
Trust with the Securities Exchange Commission, or on a
website accessible to the public maintained by the
Trust or its investment adviser or an affiliate of
such investment adviser with respect to the Trust.
(c) Content of Shareholders Notice.
(1) Shareholder Nominations and Proposals
to Fix
the Number of Trustees. Any Shareholder desiring to
nominate any person or persons (as the case may be)
for election as a Trustee or Trustees of the Trust
shall set forth in the Shareholders notice required by
this Section 13.1 as to each person, if any, whom the
Shareholder proposes to nominate for election or
reelection as a Trustee (i) the persons name, age,
date of birth, business address, residence address and
nationality (ii) any other information regarding the
person required by each of paragraphs (a), (d), (e)
and (f) of Item 401 of Regulation SK and paragraph (b)
of Item 22 of Rule 14a101 (Schedule 14A) under the
Exchange Act (iii) any other information regarding the
person that would be required to be disclosed in a
proxy statement or other filings required to be made in
connection with solicitation of proxies for election
of Trustees or directors pursuant to Section 14 of the
Exchange Act and the rules and regulations promulgated
thereunder (iv) whether the Shareholder believes the
person is or will be an interested person of the Trust
(as defined in the 1940 Act) and, if not an interested
person, information regarding the person that will be
sufficient for the Trust to make such determination
(v) the written consent of the person to being named
as a nominee and to serve as a Trustee if elected and
(vi) the class or series and number of all Shares
owned beneficially and of record by the person. Any
Shareholders notice required by this Section 13.1 in
respect of a proposal to fix the number of Trustees
shall also set forth a description and the text of the
proposal, which description and text shall state a
fixed number of Trustees that otherwise complies with
the Bylaws and the Declaration of Trust, and shall be
accompanied by a written statement as to why the
Shareholder believes that the proposal to fix the
number of Trustees at the specified number is in the
best interests of Shareholders.
(2) Other Proposals. Any Shareholder desiring
to
propose any matter at a Shareholders meeting, other
than the nomination of one or more persons for the
election of Trustee or Trustees or a proposal to fix
the number of Trustees (which shall be subject to the
provisions of subparagraph (1) of paragraph (c) of
this Section 13.1) shall set forth in the Shareholders
notice required by this Section
13.1 (i) the exact text of the proposal to be
presented (ii) a brief written statement of the reasons
why such Shareholder favors the proposal and (iii) a
brief written statement why the proposal is in the
best interests of Shareholders.
(3) General Requirements. Without limiting
the
foregoing, any Shareholder who gives a Shareholders
notice of any matter proposed to be brought before a
Shareholder meeting (whether or not involving nominees
for Trustees) as required by this Section 13.1 shall
set forth in such Shareholders notice, (i) the name
and address of the Shareholder, as it appears on the
Trusts books (ii) the class or series and number of
all Shares owned beneficially and of record by the
Shareholder (or by each of the record owner and
beneficial owner if not the same person, identifying
the name and address of each) (iii) any material
interest of such Shareholder in the matter proposed
(other than as a Shareholder)
(iv) if the proposal involves nominee(s) for
Trustees, a description of all arrangements or
understandings between the Shareholder and each
proposed
nominee and any other person or persons (including
their names) pursuant to which the nomination(s) are
to be made by the Shareholder (v) a representation
that the Shareholder intends to appear in person or by
proxy at the meeting to act on the matter(s) proposed
(vi) any other information relating to the Shareholder
that would be required to be disclosed in a proxy
statement or other filings required to be made in
connection with solicitation of proxies with respect
to the matter(s) proposed pursuant to Section 14 of
the Exchange Act and the rules and regulations
promulgated thereunder (vii) to the extent known by
the Shareholder giving notice, the name and address of
any other Shareholder supporting the proposed nominee
or other proposal and (viii) in the case of a
beneficial owner, evidence establishing such
beneficial owners indirect ownership of, and
entitlement to vote, Shares at the meeting of
Shareholders. As used in this Section 13.1, Shares
beneficially owned shall mean all Shares which such
person is deemed to beneficially own pursuant to Rules
13d3 and 13d5 under the Exchange Act. The Shareholder
shall also provide such other information as the Board
of Trustees may reasonably request in order to assess
whether the matter is a proper matter for Shareholder
consideration and determine a position with respect to
such proposal.
(4) Beneficial Owner. If the record owner and
the
beneficial owner of the Shares are not the same person,
the Shareholder shall also provide the information
called for by clauses (iii), (iv), (v), (vi) and (vii)
of subparagraph (3) of paragraph
(c) of this Section 13.1 in respect of the beneficial
owner of such Shares.
(d) Attendance at Meeting. Notwithstanding the
foregoing provisions of this Article 13, unless otherwise
required by the Declaration or Trust or applicable law, if
the Shareholder who has provided the notice prescribed in
paragraph (b) of this Section 13.1 does not appear at the
meeting to present in person the nominations or other
proposals that were the subject of such notice, any such
nomination or nominations shall not be acted on and any
proposal or proposals shall not be transacted.
(e) Authority to Determine Compliance with
Procedures.
The person presiding at any meeting of Shareholders, in
addition to making any other determinations that may be
appropriate to the conduct of the meeting, shall have the
power and duty to (i) determine whether a nomination or
proposal was made in compliance with the procedures set
forth in this Article 13 and elsewhere in the Bylaws and in
the Declaration of Trust and (ii) if any nomination or
proposal is not so in compliance to declare that such
nomination or proposal shall be disregarded.
ARTICLE 14
Amendments to the Bylaws
14.1 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.
ARTICLE 15
Claims
15.1 Shareholder Claims. As used herein, a direct
Shareholder claim shall refer to (i) a claim based upon alleged
violations of a Shareholders individual rights independent of
any harm to the Trust, including a Shareholders voting rights
under Article 10, rights to receive a dividend payment as may
be
declared from time to time, rights to inspect books and records,
or other similar rights personal to the Shareholder and
independent of any harm to the Trust and (ii) a claim for which
a
direct shareholder action is expressly provided under the U.S.
federal securities laws. Any claim asserted by a Shareholder
that is not a direct Shareholder claim, including without
limitation any claims purporting to be brought on behalf of the
Trust or involving any alleged harm to the Trust, shall be
considered a derivative claim as used herein.
ARTICLE 16
Control Share Acquisitions
16.1 Certain Definitions. As used in this
Article 16,
the following terms have the meanings specified below
(a) Associate means, with respect to any Person,
any
person who directly or indirectly controls or is controlled
by, or is under common control with, such Person, control,
as used in this definition meaning the possession, direct
or indirect, of the power to direct or cause the direction
of the management or policies of a Person, whether through
the ownership of voting securities, by contract or
otherwise any corporation or organization of which such
Person is an officer, director or partner or in which such
Person performs a similar function any direct or indirect
Beneficial Owner of ten percent (10%) or more of any class
of equity securities of such Person any trust or estate in
which such Person has a beneficial interest not represented
by transferable shares or as to which such Person serves as
trustee or in a similar fiduciary capacity any relative or
spouse of such Person, or any relative of such spouse, any
one of whom has the same residence as such Person or who is
a Trustee or officer of the Trust or any of its affiliates
any person who is acting or intends to act jointly or in
concert with such Person in a Control Share Acquisition and
any affiliated person of such Person, as such term is
defined in Section 2(a)(3) of the 1940 Act.
(b) Beneficial Ownership or Beneficially Owned
means
the sole or shared power to dispose or direct the
disposition of Shares or the sole or shared power to vote
or to direct the voting of Shares, whether such power is
direct or indirect or through any contract, arrangement,
understanding, relationship or otherwise. A Person shall
not be deemed to be a Beneficial Owner of Shares as to
which such Person may exercise voting power solely by
virtue of a revocable proxy conferring the right to vote.
A
member of a national securities exchange shall not be
deemed to be a Beneficial Owner of Shares held directly or
indirectly by it on behalf of another Person solely because
such member is the record holder of such securities and,
pursuant to the rules of such exchange, may direct the vote
of such Shares, without instruction, on other than
contested matters or matters
that may affect substantially the rights or privileges
of the holders of the Shares to be voted but is
otherwise precluded by the rules of such exchange from
voting without instructions.
(c)(1) Control Share Acquisition means the acquisition
by any Person of Beneficial Ownership of Shares, other than
remarketed preferred shares of a series existing as of
September 18, 2020 (Existing Preferred Shares), which, but
for the provisions of this Article 16, would have voting
rights and which, when added to all other Shares
Beneficially Owned by such Person (excluding Existing
Preferred Shares but including Shares otherwise included in
the categories enumerated in Section 16.1(c)(2)(i) through
(vi) below), would entitle such Person, upon acquisition of
such Shares, to vote or direct the voting of Shares having
voting power in the election of Trustees (except for
elections of Trustees by preferred shareholders of the
Trust voting as a separate class) within any of the
following ranges of such voting power
(i) Onetenth or more, but less than onefifth of all voting
power
(ii) Onefifth or more, but less than onethird of all voting
power
(ii) Onethird or more, but less than a majority of all
voting power or
(iv) A majority or more of all voting power.
Subject to Section 16.1(c)(2) below, with respect to
any Control Share Acquisition by a Person, the following
Shares, other than any Existing Preferred Shares, shall be
deemed to have been acquired in the same Control Share
Acquisition for purposes of this Article 16 (a) all Shares
the Beneficial Ownership of which is acquired by such
Person within ninety (90) days before the date on which
such Person makes an acquisition of Beneficial Ownership of
Shares that results in such Control Share Acquisition and
all Shares the Beneficial Ownership of which was acquired
by such Person pursuant to a plan to make a Control Share
Acquisition and (b) all Shares the Beneficial Ownership of
which is acquired by such Person within the range of voting
power (specified in this Section 16.1(c)(1)) to which the
Control Share Acquisition is subject at any time after the
date on which such Person makes an acquisition of Beneficial
Ownership of Shares that results in such Control Share
Acquisition but prior to the authorization by Shareholders
of such Persons voting rights with respect to such Control
Share Acquisition in accordance with Section 16.4 of this
Article 16.
(2) A Control Share Acquisition shall not include
the
acquisition of Beneficial Ownership of Shares acquired
(i) before September 18, 2020, provided, for the
avoidance of doubt, that Shares acquired before
September 18, 2020 shall, pursuant to Section
16.1(c)(1) above, be added to Shares the Beneficial
Ownership of which is acquired after September 18, 2020
for purposes of determining whether a Control Share
Acquisition has taken place or will take place
following September 18, 2020
(ii) pursuant to a contract to acquire Shares existing
before September 18, 2020
(iii) by will or pursuant to the laws of descent and
distribution
(iv) pursuant to the satisfaction of a pledge or other
security interest created in good faith and not for
the purpose of circumventing the provisions of this
Article 16
(v) pursuant to a tender offer, merger or
consolidation, but only if such tender offer, merger
or consolidation is pursuant to an agreement to which
the Trust is a party and has been approved by such
proportion of the Board of Trustees and/or
Shareholders of the Trust as is required pursuant to
the Declaration of Trust or Bylaws or
(vi) through any other transaction that is declared
to be exempt from the provisions of this Article
16 by vote of a majority of the Board of Trustees,
whether such vote is taken before, at the time of
or after such transaction.
(3) The acquisition of Beneficial Ownership of
Shares
does not constitute a Control Share Acquisition if the
acquisition is made by a Person whose voting rights with
respect to Shares were previously authorized by the
Shareholders of the Trust in compliance with this Article
16, unless such acquisition, when added to all other Shares
Beneficially Owned by the Person making such acquisition,
other than any Existing Preferred Shares, would entitle
such acquiring Person to vote or direct the voting of
Shares having voting power in the election of Trustees in
excess of the range of voting power within which all Shares
Beneficially Owned by such Person whose voting rights were
previously so authorized had voting power immediately
following such authorization.
(d) Control Share Acquisition Statement means a
statement satisfying the requirements of Section 16.2
below.
(e) Interested Shares means Shares that are Beneficially
Owned by
(i) any Person who has acquired or proposes to acquire
Beneficial Ownership of Shares in a Control Share
Acquisition
(ii) any officer of the Trust or
(iii) any employee of the Trust or the Trusts
investment adviser who is also a Trustee of the
Trust.
For the avoidance of doubt, any Person whose voting
rights in connection with a Control Share Acquisition are
subject to a Shareholder vote at a meeting of Shareholders
pursuant to Section 16.3 shall be deemed to hold Interested
Shares with respect to any Shareholder vote at such meeting
on voting rights in connection with a Control Share
Acquisition by any other Person.
(f) Person means any individual, corporation,
partnership, unincorporated association or other
entity, and includes any Associate of such Person.
16.2 Delivery of Control Share Acquisition
Statement.
Any
Person who has made a Control Share Acquisition or has made a
bona fide written offer to make a Control Share
Acquisition may deliver a Control Share Acquisition Statement
to
the Clerk of the Trust at the principal executive offices of
the
Trust personally or by certified mail. The Control Share
Acquisition Statement shall set forth all of the following
(i) the identity/identities of such Person who
intends/intend to acquire or has/have acquired
Beneficial Ownership of Shares
(ii) a statement that such Control Share Acquisition
Statement is being made and delivered pursuant to the
provisions of this Article 16
(iii) the number and class or series of Shares
Beneficially Owned by such Person prior to the Control
Share Acquisition
(iv) the number and class or series of Shares acquired
or proposed to be acquired by such Person pursuant to
the Control Share Acquisition and the range of voting
power to which the Control Share Acquisition is or, if
consummated, would be subject pursuant to the
provisions of Section 16.1(c)(1) above
(v) a description of the terms and conditions of the
proposed or completed Control Share Acquisition,
including but not limited to the prices paid by such
Person in the Control Share Acquisition and the dates
upon which the Shares were acquired or are planned to
be acquired and
(vi) if the Control Share Acquisition has not been
completed, representations by such Person that such
Control Share Acquisition, if consummated, will not be
contrary to law, and that such Person has the financial
capacity to consummate the proposed Control Share
Acquisition, together with a statement in reasonable
detail of the material facts upon which such
representation is based.
16.3 Meeting of Shareholders. (a) If the Person
delivering a
Control Share Acquisition Statement so demands in writing
contemporaneously with the delivery of such Control Share
Acquisition Statement, consideration of the voting rights to be
authorized for the Shares acquired or proposed to be acquired in
the Control Share Acquisition shall be presented at the next
meeting of the Trusts Shareholders notice of which has not been
given prior to the receipt by the Trust of the Control Share
Acquisition Statement, whether such meeting is an annual
meeting, special meeting in lieu of an annual meeting or special
meeting (and provided that the Board of Trustees shall have no
obligation to call such a meeting for the sole purpose of
considering the voting rights in connection with a Control Share
Acquisition). A demand delivered pursuant to the preceding
sentence shall not be considered a notice of Shareholder
proposal for purposes of Article 13, Section 13.1 of these
Bylaws and shall not be subject to the associated informational
requirements or deadlines. Such demand shall not be effective
unless accompanied by an undertaking by the Person making such
demand to pay, if requested by the Trust, the reasonable
expenses incurred by the Trust arising from or relating to the
consideration of the voting rights of such Person at a
Shareholder meeting, but not including the expenses of the Trust
incurred in opposing a vote to authorize voting rights for the
Shares acquired or proposed to be acquired in the Control Share
Acquisition. The Trust shall have no obligation to, but may,
include the consideration of voting rights for the Shares
acquired or proposed to be acquired in a Control Share
Acquisition in its own proxy statement for any Shareholder
meeting. The Trustees may require the acquiring Person to give
bond, with sufficient surety, or may require such Person to
deposit cash in escrow to reasonably assure the Trust that this
undertaking will be satisfied. For the avoidance of doubt, a
demand delivered pursuant to this Section shall be limited to
the consideration of the voting rights to be authorized for
only those Shares acquired within the range of voting power to
which the Control Share Acquisition is subject pursuant to the
provisions of Section 16.1(c)(1) above, and any Shares acquired
in excess of such range shall constitute a separate Control
Share Acquisition with respect to the next range of voting
power and, therefore, shall be treated separately for purposes
of applying the provisions of this Article 16.
(b) The notice to the Shareholders of the Trust of any
annual
meeting, special meeting in lieu of an annual meeting or special
meeting at which the voting rights to be accorded Shares
acquired or proposed to be acquired in a Control Share
Acquisition are to be considered shall be directed to all
Shareholders of record of the Trust entitled to vote on such
matter as of the record date set for such meeting. Such notice
may include or be accompanied by a copy of the Control Share
Acquisition Statement received by the Trust pursuant to this
Article 16, and such other information as the Trust deems
appropriate.
(c) A Person whose voting rights with respect to
Shares
acquired in a Control Share Acquisition are considered at a
meeting of Shareholders of the Trust with respect to one of the
four ownership thresholds specified in Section 16.1(c)(1) above
and not approved may not demand Shareholder consideration of its
voting rights in connection with a Control Share Acquisition
with respect to the same ownership threshold at any subsequent
Shareholder meeting held within two calendar years of the initial
meeting at which such Persons voting rights were considered with
respect to such threshold, and, for the avoidance of doubt, such
Person shall not have voting rights with respect to such Shares
except to the extent approved at a future meeting held after the
expiration of such twoyear period and, after the expiration of
such twoyear period, such Person may deliver a Control Share
Acquisition Statement (in accordance with Section 16.2 above)
with respect to such Shares (and/or any other Shares acquired
in
a Control Share Acquisition with respect to the same ownership
threshold) and may demand Shareholder consideration of the
voting rights to be authorized for such Shares (in accordance
with Section 16.3(a) above).
16.4 Authorization of Voting Rights. The Person who
has
acquired Beneficial Ownership of Shares in a Control Share
Acquisition shall have the same voting rights with respect to
those Shares as the Beneficial Owners of all other Shares of
the
same class or series of the Trust only to the extent authorized
by vote of Shareholders of the Trust at an annual meeting,
special meeting in lieu of an annual meeting or special meeting
at which such authorization is considered pursuant to Section
16.3(a) above. At any such meeting, such authorization shall
be
considered prior to any other matter that is subject to a
Shareholder vote, and such authorization shall require the
affirmative vote of the holders of a majority of the Shares
entitled to vote generally in the election of Trustees,
excluding Interested Shares. For the avoidance of doubt,
Interested Shares shall be treated in the same manner in
connection with such authorization as Shares acquired in a
Control Share Acquisition for which no authorization is
approved
by Shareholders, as provided in the following sentence. If
no
such vote is adopted, (a) the Beneficial Owner of such Shares
acquired in a Control Share Acquisition shall not have power
to vote such Shares on any matters listed in Article V, Section
1 of the Declaration of Trust, such Shares held by such
Beneficial Owner shall not be entitled to the voting power set
forth in Article V, Section 1 of the Declaration of Trust and the
Beneficial Owner of such Shares shall not otherwise have voting
rights with respect to such Shares with respect to any matter
pursuant to these Bylaws or the Declaration of Trust, and (b)
such Shares shall not be considered entitled to vote for purposes
of determining quorum pursuant to Article V, Section 3 of the
Declaration of Trust and shall not be considered present and
entitled to vote with respect to any adjournment within the
meaning of Article 10, Section 10.2 of these Bylaws. Such Shares
shall have power to vote (including the voting power prescribed
in the Declaration of Trust), be entitled to vote and be present
and entitled to vote upon transfer of Beneficial Ownership of
such Shares to another Person unless such transfer constitutes a
Control Share Acquisition by the acquirer, in which event the
ability of the acquirer to vote such Shares shall be subject to
the provisions of this Article 16.
16.5 Persons Required to Provide Information
Interpretation.
(a) Each Person who owns Shares either beneficially or of record
shall provide to the Trust such information as the Trust may
request as is necessary for the Trust to apply the provisions in
this Article 16.
(b) Upon approval by a majority of the Board of Trustees,
the Board of Trustees may adopt policies, procedures or
resolutions to supply any omission, cure any ambiguity or correct
or supplement any defective or inconsistent provisions contained
in this Article 16. Any interpretation of any term or provision
contained in this Article 16 made by the Trustees in good faith
shall be conclusive and binding upon all Shareholders of the
Trust.
Of the amendments below, only the amendments to Article 12
remain current. Apart from the amendments to Article 12, all
other amendments have been superseded by the Amended and
Restated Bylaws of Putnam Municipal Opportunities Trust dated
as of September 18, 2020.
PUTNAM MUNICIPAL OPPORTUNITIES TRUST
Amendment No. 1 to Amended and
Restated Bylaws
WHEREAS, Section 12.1, Part I, paragraph 6(c), of the
Bylaws (the Bylaws) of Putnam Municipal Opportunities Trust (the
Trust) permits the Trustees of the Trust (the Trustees) to
amend, alter or repeal certain provisions of the Bylaws, subject
to written confirmation from Standard & Poors Rating Services
(S&P) and Moodys Investor Services, Inc. (Moodys) that such
amendment, alteration or repeal will not affect the ratings then
assigned to the Trusts outstanding Remarketed Preferred Shares
(RP terms used without definition in this amendment have the
respective meanings ascribed to them in the Bylaws)
WHEREAS, the Trustees desire to amend Section 12.1,
Part I, paragraph 12 of the Bylaws
WHEREAS, Moodys and S&P have confirmed to the Trust that
such amendment will not impair its ratings of outstanding RP
NOW, THEREFORE, the Bylaws are hereby amended as follows
Section 12.1, Part I, paragraph 12 is amended and restated to
read in full as follows
12. Futures and Options Transactions Forward Commitments.
(a)
For so long as any shares of RP are rated by S&P, the Trust
will
not purchase or sell futures contracts, write, purchase or
sell
options on futures contracts or write put options (except
covered put options) or call options (except covered call
options) on portfolio securities unless it receives written
confirmation from S&P that engaging in such transactions will
not impair the rating then assigned to such shares of RP by
S&P,
except that the Trust may purchase or sell futures contracts
based on the Bond Buyer Municipal Bond Index (the Municipal
Index) or on U.S. Treasury Bonds, Bills or Notes (Treasury
Futures) and write, purchase or sell put and call options on
such contracts (collectively S&P Hedging Transactions), subject
to the following limitations
(A) the Trust will not engage in any S&P Hedging
Transactions based on the Municipal Index (other than
transactions which terminate a futures contract or option
held by the Trust by the Trusts taking an opposition
position thereto (Closing Transactions)), which would cause
the Trust at the time of such transaction to own or have
sold (1) 1,001 or more outstanding futures contracts based
on the Municipal Index,
(2) outstanding futures contracts based on the Municipal
Index exceeding in number 25% of the quotient of the Market
Value of the Trusts total assets divided by $100,000 or (3)
outstanding futures contracts based on the Municipal Index
exceeding in number 10% of the average daily open interest
in futures contracts based on the Municipal Index in the
thirty days preceding the time of effecting such transaction
as reported by The Wall Street Journal
(B) the Trust will not engage in any S&P Hedging
Transaction based on Treasury Futures (other than Closing
Transactions) which would cause the Trust at the time of
such transaction to own or have sold (1) outstanding futures
contracts based on Treasury Futures exceeding in number 50%
of the quotient of the Market Value of the Trusts total
assets divided by $100,000 ($200,000 in the case of futures
on the two year Treasury Note and $1,000,000 in the case of
futures on Treasury Bills) or (2) outstanding futures
contracts based on a particular Treasury instrument
exceeding in number 10% of the average daily open interest
in such futures contracts in the thirty days preceding the
time of effecting such transaction as reported by The Wall
Street Journal
(C) the Trust will engage in Closing Transactions to
close
out any outstanding futures contracts which the Trust owns
or has sold or any outstanding option thereon owned by the
Trust in the event (1) the Trust does not have S&P Eligible
Assets with an aggregate Discounted Value equal to or
greater than the RP Basic Maintenance Amount on two
consecutive Valuation Dates and (2) the Trust is required
to pay Variation Margin on the second such Valuation Date
and
(D) when the Trust engages in an S&P Hedging Transaction,
it will maintain an amount of cash, cash equivalents or
shortterm, money market securities or longer term fixed
income obligations rated, in the case of longer term
securities, at least A in a segregated account with the
Trusts custodian, so that the amount so segregated plus
the amount of Initial Margin and Variation Margin held in
the account of or on behalf of the Trusts broker with
respect to such futures contract or option equals the
following
Writing covered call options on futures
the higher of the Market Value of the
instruments underlying the options contract or
the strike price of the options contract.
Writing covered put options on futures
the strike price of the options contract.
Buying futures
the Trusts purchase obligation under the futures
contract.
Selling futures
the higher of the Market Value of the instruments
or index underlying the futures contract and the
market price at which the futures will settle at
expiration.
For purposes of determining whether the Trust has S&P
Eligible Assets with a Discounted Value that equals or exceeds
the RP Basic Maintenance Amount, amounts deposited as Initial
Margin and, for futures contracts only, Variation Margin shall
not constitute S&P Eligible Assets and securities held in the
segregated account contemplated by paragraph 12 (a)
(D) above shall have the following Discount Factors.
Type Of Contract Discounted Value
Of Segregated Securities
Writing covered call options on futures
The Discounted Value of segregated securities is
equal to the lower of the strike price of the
option or the Discounted Value of the segregated
securities.
Writing covered put options on futures
The Discounted Value of segregated securities is
equal to the lower of the Discounted Value of the
segregated securities and the Trusts purchase
obligation.
Futures The Discounted Value of segregated securities is
determined by reference to the S&P Exposure
Period from the date of calculation to the
contract expiration date.
(b) For so long as any shares of RP are rated by Moodys,
the Trust
will not buy or sell futures contracts, write, purchase or sell
put or call options on futures contracts or write put or call
options (except covered call or put options) on portfolio
securities unless it receives written confirmation from Moodys
that engaging in such transactions would not impair the rating
then assigned to any shares of RP by Moodys, except that the
Trust may purchase or sell exchange traded futures contracts
based on the Municipal Index or Treasury Futures and purchase,
write or sell exchangetraded put options on such futures
contracts and purchase, write or sell exchange traded call
options on such futures contracts (collectively Moodys Hedging
Transactions), subject to the following limitations
(A) the Trust will not engage in any Moodys Hedging
Transaction based on the Municipal Index (other than
Closing Transactions) which would cause the Trust at the
time of such transaction to own or have sold outstanding
futures contracts based on the Municipal Index exceeding in
number 10% of the average number of daily traded futures
contracts based on the Municipal Index in the thirty days
preceding the time of effecting such transaction as
reported by The Wall Street Journal
(B) the Trust will engage in Closing Transactions to
close
out any outstanding futures contract based on the Municipal
Index if the amount of open interest in the Municipal Index
as reported by The Wall Street Journal is less than 5,000
(C) the Trust will not enter into an option or futures
transaction unless, after giving effect thereto, the Trust
would continue to have Moodys Eligible Assets with an
aggregate Discounted Value equal to or greater than the RP
Basic Maintenance Amount and
(D) when the Trust engages in a Moodys Hedging
Transaction, it will maintain an amount of cash, cash
equivalents or shortterm, money market securities or
longer term fixed income obligations rated, in the case of
longer term obligations, at least A2 in a segregated
account with the Trusts custodian, so that the amount so
segregated plus the amount of Initial Margin and Variation
Margin held in the account of or on behalf of the Trusts
broker with respect to such futures contract or option
equals the following
Writing covered call options on futures
the higher of the Market Value of the
instruments underlying the options contract or
the strike price of the options contract.
Writing covered put options
the strike price of the options contract.
Buying futures
the Trusts purchase obligation under the futures
contract.
Selling futures
the higher of the Market Value of the instruments
or index underlying the futures contract and the
price at which the futures contract will settle
at expiration.
For purposes of determining whether the Trust has Moodys
Eligible Assets with an aggregate Discounted Value that equals
or exceeds the RP Basic Maintenance Amount, the Discounted Value
of Moodys Eligible Assets which the Trust is obligated to
deliver pursuant to an outstanding futures contract or option
shall be as follows (unless the Trust receives written
confirmation to the contrary from Moodys) (i) assets subject to
call options written by the Trust which are either exchangetraded
and readily reversible or which expire within 48 days after the
date as of which such valuation is made shall be valued at the
lesser of (a) Discounted Value and (b) the exercise price of the
call option written by the Trust (ii) assets subject to call
options written by the Trust not meeting the requirements of
clause (i) shall have no value and (iii) assets subject to put
options written by the Trust shall be valued at the lesser of
(a) the exercise price and (b) the Discounted Value of such
security.
For purposes of determining whether the Trust has Moodys
Eligible Assets with an aggregate Discounted Value that equals
or exceeds the RP Basic Maintenance Amount, the following
amounts shall be added to the RP Basic Maintenance Amount
required to be maintained by the
Trust under paragraph 8(a) of this Part I of Section 12.1
(unless the Trust receives written confirmation to the contrary
from Moodys) (i) 10% of the exercise price of a written call
option
(ii) the exercise price of any written put option (iii) where
the Trust is the seller under a futures contract which does not
settle in cash, 10% of the settlement price of the futures
contract (iv) where the Trust is the purchaser under a futures
contract which does not settle in cash, 10% of the settlement
price of assets to be purchased under such futures contract (v)
the settlement price of the underlying futures contract if the
Trust writes put options on a futures contract and (vi) 105% of
the Market Value of the underlying futures contracts if the
Trust writes call options on futures contracts and does not own
the underlying contract.
(c) For so long as any shares of RP are rated by
Moodys,
the Trust will not enter into any contract to purchase
securities for a fixed price at a future date beyond customary
settlement time (other than such contracts that constitute
Moodys Hedging Transactions that are permitted under paragraph
12(b) of this Part I of Section 12.1) unless it receives written
confirmation from Moodys that engaging in such transactions
would not impair the rating then assigned to such shares of RP
by Moodys except that the Trust may enter into such contracts
(Forward Commitments), subject to the following limitations
(A) the Trust will maintain in a segregated account
with its custodian cash, cash equivalents or shortterm,
fixed income securities rated Pl, MIG1 or VMIG1 by Moodys
with a face value that equals or exceeds the amount of the
Trusts obligations under any Forward Commitments to which
it is from time to time a party or longerterm fixed income
securities with a Discounted Value that equals or exceeds
the amount of the Trusts obligations under any Forward
Commitments to which it is from time to time a party and
(B) the Trust will not enter into a Forward
Commitment unless, after giving effect thereto, the Trust
would continue to have Moodys Eligible Assets with an
aggregate Discounted Value equal to or greater than the RP
Basic Maintenance Amount.
For purposes of determining whether the Trust has Moodys
Eligible Assets with an aggregate Discounted Value that equals
or exceeds the RP Basic Maintenance Amount, the Discounted Value
of all Forward Commitments to which the Trust is a party and of
all securities deliverable to the Trust pursuant to such Forward
Commitments shall be zero.
This amendment is effective as of May 24, 1999.
PUTNAM MUNICIPAL OPPORTUNITIES TRUST
Amendment No. 2 to Bylaws
WHEREAS, Article 13, Section 13.1 and Article 12, Section
12.1, Part I, paragraph 6(c) of the Bylaws (the Bylaws) of
Putnam Municipal Opportunities Trust (the Trust) permit the
Trustees of the Trust (the Trustees) to amend, alter or repeal
the definitions of certain listed terms contained in the Bylaws,
subject to written confirmation from Moodys Investors Service,
Inc. (Moodys) and Standard & Poors (S&P) that such amendment,
alteration or repeal will not affect the ratings then assigned
to the Trusts outstanding Remarketed Preferred Shares (Preferred
Shares), and to amend, alter or repeal any other provision of
the Bylaws provided that such amendment, alteration or repeal
does not materially and adversely affect any preference, right or
power of the Preferred Shares or any holder thereof
WHEREAS, the Trustees desire to amend the Bylaws so as to
eliminate the liquidity test contained in Article 12, Section
12.1, Part 1, paragraph 9 of the Bylaws
WHEREAS, Moodys and S&P have confirmed to the Trust that
the deletion of the definitions of the terms Dividend Coverage
Amount, Dividend Coverage Assets and Minimum Liquidity Level
will not impair their ratings of outstanding Preferred Shares
and
WHEREAS, the Trustees have determined that, in the event
that the definitions of the terms Dividend Coverage Amount,
Dividend Coverage Assets and Minimum Liquidity Level are
deleted, the deletion of Article 12, Section 12.1, Part I,
paragraphs 8(g)(ii)(b) and 9 of the Bylaws would not materially
and adversely affect any preference, right or power of the
Preferred Shares or any holder thereof
NOW, THEREFORE, the Bylaws are hereby amended as follows
1. Article 12, Section 12.1, Part I, paragraph 1 of the
Bylaws
is hereby amended by deleting the definitions of the terms
Dividend Coverage Amount, Dividend Coverage Assets and
Minimum Liquidity Level set forth therein
2. Article 12, Section 12.1, Part I, paragraph 8(g)
(ii)(b)
is
hereby deleted and Article 12, Section 12.1, Part I,
paragraph 8(g)(ii)(c) is hereby redesignated Article 12,
Section 12.1, Part I, paragraph 8(g)(ii)(b) and
3. The text of Article 12, Section 12.1, Part I,
paragraph 9
of the Bylaws is hereby deleted and the word Reserved is
hereby substituted in its place.
This Amendment is effective as of January 5, 1996.
PUTNAM MUNICIPAL OPPORTUNITIES TRUST
Amendment to Amended and
Restated Bylaws
WHEREAS, Section 12.1, Part I, paragraph 6(c) of the Bylaws
(the Bylaws) of Putnam Municipal Opportunities Trust (the Trust)
permits the Trustees of the Trust (the Trustees) to amend, alter
or repeal certain provisions of the Bylaws, subject to written
confirmation from Standard & Poors Rating Services (S&P) and
Moodys Investor Services, Inc. (Moodys) that such amendment,
alteration or repeal will not affect the ratings then assigned
to the Trusts outstanding Remarketed Preferred Shares (RP terms
used without definition in this amendment have the respective
meanings ascribed to them in the Bylaws)
WHEREAS, the Trustees desire to amend the definitions of
Moodys Discount Factor, Moodys Eligible Assets, S&P Discount
Factor and S&P Eligible Asset in Section 12.1, Part I,
paragraph 1 of the Bylaws
WHEREAS, Moodys and S&P have confirmed to the Trust that
such amendment will not impair its ratings of outstanding RP
NOW, THEREFORE, the Bylaws are hereby amended as follows
1. The definition of Moodys Discount Factor in Section 12.1,
Part I, paragraph 1 of the Bylaws is hereby deleted and
replaced in its entirety with the following
Moodys Discount Factor means for purposes of determining
the Discounted Value of any Municipal Bond which constitutes a
Moodys Eligible Assets, the percentage determined by reference
to the rating on such Municipal Bond, in accordance with the
tables (for the applicable Moodys Exposure Period) set forth
below
Moodys
Exposure
Period
Aaa
Aa
A
Baa
Other
(V)
MIG
1/P1
(V)
MIG
1/P
1
7 Weeks
33.8
%
37.1%
39.8%
42.2%
55.6%
26.5%
0%
8 Weeks or
less but
greater than 7
weeks
35.1
%
37.9%
40.5%
43.2%
56.7%
27.0%
0%
9 Weeks or
less but
greater than 8
weeks
35.9
%
38.7%
41.2%
43.5%
58.3%
27.5%
0%
Moodys rating.
Municipal Bonds rated Ba1 to B3 by Moodys or, if not
rated by Moodys, rated BB+ to B by S&P or Fitch. In addition,
Municipal Bonds not explicitly rated by Moodys, S&P or Fitch,
but rated at least the equivalent of B3 internally by the
Adviser, provided that Moodys reviews and achieves sufficient
comfort with the Advisers internal credit rating processes.
Moodys rated Municipal Bonds that have a maturity
greater than the Moodys Exposure Period and Municipal Bonds
not rated by Moodys but rated equivalently by S&P or Fitch
that have a maturity greater than the Moodys Exposure
Period.
Moodys rated Municipal Bonds that have a maturity less
than or equal to the Moodys Exposure Period and Municipal
Bonds not rated by Moodys but rated equivalently by S&P or
Fitch that have a maturity less than or equal to the Moodys
Exposure Period.
Notwithstanding the foregoing, (a) no Moodys Discount
Factor will be applied to cash or to Receivables for Municipal
Bonds Sold that are due within five business days of the Trusts
Valuation Date (b) the Moodys Discount Factor for Receivables
for Municipal Bonds Sold that are due within six and 30 business
days of the Trusts Valuation Date will be the Moodys Discount
Factor applicable to the Municipal Bonds sold determined by the
reference to the bonds rating in the above table (c) the Moodys
Discount Factor for inverse floaters is determined by
multiplying the Moodys Discount Factor determined by reference
to the rating on the underlying Municipal Bond(s) in the table
above by 1.25 (d) the Moodys Discount Factor for Rule 2a7 money
market funds shall be 0% and (e) the Moodys Discount Factor for
Aaa Municipal Bonds will be used to discount prerefunded bonds
even if the prerefunded bonds are subsequently not rerated.
Receivables for Municipal Bonds Sold for purposes of
calculating Moodys Eligible Assets as of any Valuation Date,
means the aggregate of the book value of receivables if such
receivables are due within 30 business days of such Valuation
Date.
Ratings assigned by S&P or Fitch are generally accepted by
Moodys at face value.
However, adjustments to face value may be made to particular
categories of credits for which the S&P and/or Fitch rating does
not seem to approximate a Moodys rating equivalent. Split rated
securities assigned by S&P and Fitch will be accepted at the
lower of the two ratings.
2. The definition of Moodys Eligible Asset in Section 12.1,
Part I, paragraph 1 of the Bylaws is hereby deleted and
replaced in its entirety with the following
Moodys Eligible Asset means (a) cash (b) Receivables for
Municipal Bonds Sold (c) a shortterm Municipal Bond rated VMIG1,
MIG1 or P1 by Moodys or SP1+ or A1+ by S&P (d) a zerocoupon bond
(e) a Municipal Bonds that (i) pays interest in cash (ii) does
not have its Moodys rating suspended by Moodys and (iii) is part
of an issue of Municipal Bonds of at least $10,000,000 (unless
the Municipal Bond is rated Aaa by Moodys) and (f) swaps,
including total return swaps, interest rate swaps, currency
swaps and credit default swaps.
Municipal Bonds in the Trusts portfolio will be included as
Moodys Eligible Assets only to the extent they meet the following
diversification requirements
Minimum Issue
Size
Maximum
Underlying
Obligor (%)
(1)
Maximum
Rating
($ Millions)
State Allowed (%)
(1)(3)
Aaa
100
100
Aa
10
20
60
A
10
10
40
Baa
10
6
20
Ba
10
4
12
B
10
3
12
Other (2)
10
2
12
Not applicable.
(1) The referenced percentages represent maximum cumulative
totals for the related rating category and each lower rating
category.
(2) Municipal Bonds and Municipal Bonds not rated by Moodys,
S&P or Fitch, but rated at least the equivalent of B3
internally by the Adviser.
(3) Territorial bonds (other than those issued by Puerto Rico
and counted collectively) are each limited to 10% of Moodys
Eligible Assets. For diversification purposes, Puerto Rico
will be treated as a state.
For purposes of the maximum underlying obligor requirement
described above, any state Municipal Bond or Municipal Bond
backed by the guaranty, letter of credit or insurance issued by
a thirdparty will be deemed to be issued by such third party if
the issuance of such third party credit is the sole determinant
of the rating on such bond.
When the Trust sells a Municipal Bond and agrees to
repurchase it at a future date, such Municipal Bond will
constitute a Moodys Eligible Asset and the amount the Trust is
required to pay upon repurchase of such Municipal Bond will
count as a liability for purposes of calculating the RP Basic
Maintenance Amount. When the Trust purchases a Municipal Bond
and agrees to sell it at a future date to another party, cash
receivable by the Trust in connection therewith will constitute
a Moodys Eligible Asset if the longterm debt of such other party
is rated at least A2 by Moodys and such agreement has a term of
30 days or less otherwise such Municipal Bond will constitute a
Moodys Eligible Asset.
In addition, with respect to total return swaps, only the
cumulative unsettled profit and loss from a total return swap
transaction will be calculated when determining the RP Basic
Maintenance Amount. For purposes of calculating the RP Basic
Maintenance Amount, any outstanding gain from a total return
swap transaction or interest rate swap transaction on a
Valuation Date will be included as a Moodys Eligible Asset
subject to the Moodys Discount Factor on the counterparty to such
swap transaction, and any outstanding liability from a swap
transaction on a Valuation Date will be subtracted from Moodys
Eligible Assets.
For swaps (other than total return swaps and interest rate
swaps), the Market Value of the position (positive or negative)
will be included as a Moodys Eligible Asset. The aggregate
notional value of all swaps will not exceed the Liquidation
Preference of the Outstanding RP. In
addition, the Trust will only enter into swap transactions where
the counterparty has at least
a S&P rating of A, Fitch rating of A or Moodys longterm rating
of A3 at the time the time a swap is executed.
With respect to credit default swaps, each underlying
security subject to such swap sold by the Trust will be subject
to the applicable Moodys Discount Factor. If the Trust purchases
a credit default swap and holds the underlying security, the
Market Value of the credit default swap and the underlying
security will be included as a Moodys Eligible Asset subject to
the Moodys Discount Factor assessed based on the counterparty
risk and the duration of the swap agreement. In addition, the
Trust will not include a credit default swap as a Moodys
Eligible Asset purchased by the Trust unless the Trust holds the
underlying security or, if the Trust purchases a credit default
swap for a basket of securities, unless the Trust holds all the
securities in the basket.
Notwithstanding the foregoing, an asset will not be
considered a Moodys Eligible Asset if it is (i) held in a margin
account, (ii) subject to any material lien, mortgage, pledge,
security interest or security agreement of any kind, (iii) held
for the purchase of a security pursuant to a Forward Commitment
or (iv) irrevocably deposited by the Trust for the payment of
dividends or redemption.
3. The definition of S&P Discount Factor in Section 12.1,
Part I, paragraph 1 of the Bylaws is hereby deleted and
replaced in its entirety with the following
S&P Discount Factor shall mean either
(i) if the average S&P Discount Factor (as set forth
in
(ii) below) of the Funds S&P Eligible Assets is less than 200%,
for purposed of determining the Discounted Value of S&P
Eligible Assets, the S&P Discount Factor shall be 200% for all
S&P Eligible Assets or
(ii) if the average S&P Discount Factor (as set forth
in
this section) of the Funds S&P Eligible Assets is 200% or
greater, for purposes of determining the Discounted Value of any
S&P Eligible Asset, the percentage determined by reference to
the rating on such asset and the shortest Exposure Period set
forth opposite such rating that is the same length as or is
longer than the S&P Exposure Period, in accordance with the table
set forth below
Rating Category
Exposure period
(days) AAA AA A BBB BB B CCC
High Yield/ NR
20 1.427 1.457 1.487 1.517 175% 195% 215% 220%
S&P rating
Notwithstanding the foregoing, (A) the S&P Discount Factor
for shares of Money Market Funds rated AAAm by S&P with an
effective next day maturity shall be 100%, unrated 2a7 money
market funds shall be discounted at 110%, and the S&P Discount
Factor for shortterm Municipal Bonds shall be 115% so long as
such Municipal Bonds are rated A1+ or SP1+ by S&P and mature or
have a demand feature exercisable within 30 days or less, or 123%
so long as such Municipal Bonds are rated A1 or SP1 by S&P and
mature or have a demand feature exercisable in 30 days or less,
or 125% if such Municipal Bonds are not rated by S&P but are
rated equivalent to A1+ or SP1+ by another nationally recognized
statistical rating organization, on a case by case basis
provided, however, that any such nonS&P rated shortterm Municipal
Bonds which have demand features exercisable within 30 days or
less must be backed by a letter of credit, liquidity facility or
guarantee from a bank or other financial institution with a
shortterm rating of at least A1+ from S&P and further provided
that such nonS&P rated shortterm Municipal Bonds may comprise no
more than 50% of shortterm Municipal Bonds that qualify as S&P
Eligible Assets provided, however, that Municipal Bonds not
rated by S&P but rated equivalent to BBB or lower by another
nationally recognized statistical rating organization, rated BB+
or lower by S&P or nonrated (such Municipal Bonds are
hereinafter referred to as High Yield Securities) may comprise
no more than 20% of the shortterm Municipal Bonds that qualify
as S&P Eligible Assets (B) the S&P Discount Factor for
Receivables for Municipal Bonds Sold that are due in more than
five Business Days from such Valuation Date will be the S&P
Discount Factor applicable to the Municipal Bonds sold (C) no
S&P Discount Factor will be applied to cash or Money Market
Funds rated AAAm by S&P with effective next day maturities or to
Receivables for Municipal Bonds Sold if such receivables are due
within five Business Days of such Valuation Date (D) except as
set forth in clause
(A) above, in the case of any Municipal Bond that is not rated by
S&P but qualifies as an S&P
Eligible Asset pursuant to clause (2) of that definition, such
Municipal Bond will be deemed to have an S&P rating one full
rating category lower than the S&P rating category that is the
equivalent of the rating category in which such Municipal Bond
is placed by a nationally recognized statistical rating
organization. Receivables for Municipal Bonds Sold, for purposes
of calculating S&P Eligible Assets as of any Valuation Date,
means the book value of receivables for Municipal Bonds sold as
of or prior to such Valuation Date. For purposes of the
foregoing, Anticipation Notes rated SP1+ or, if not rated by
S&P, equivalent to A1+ or SP1+ by another nationally recognized
statistical rating organization, on a case by case basis, which
do not
mature or have a demand feature at par exercisable in 30 days
and which do not have a longterm rating, shall be considered to
be shortterm Municipal Bonds and (E) the S&P Discount Factor for
AAA Municipal Bonds will be used to discount prerefunded bonds
even if the prerefunded bonds are subsequently not rerated.
For purposes of determining whether the Fund has S&P Eligible
Assets with a Discounted Value that equals or exceeds the RP
Basic Maintenance Amount, the Discounted Value of cash or
securities held for the payment of Initial Margin or Variation
Margin of S&P Hedging Transactions shall be zero and the
aggregate Discounted Value of S&P Eligible Assets shall be
reduced by an amount equal to (i) 30% of the aggregate settlement
value, as marked to market, of any outstanding futures contracts
based on the Municipal Index which are owned by the Fund plus
(ii) 25% of the aggregate settlement value, as marked to market,
of any outstanding futures contracts based on Treasury Bonds
which contracts are owned by the Fund.
4. The definition of S&P Eligible Asset in Section 12.1, Part
I, paragraph 1 of the Bylaws is hereby deleted and replaced in
its entirety with the following
S&P Eligible Asset shall mean either
(i) if the average S&P Discount Factor of the Funds
S&P
Eligible Assets (as set forth in (ii) below) is less than
200%, all assets of the Fund shall be considered S&P Eligible
Assets or
(ii) if the average S&P Discount Factor of the Funds
S&P
Eligible Assets (as set forth in this section) is 200% or
greater, S&P Eligible Assets means (1) cash (excluding any cash
irrevocably deposited by the Fund for the payment of any
liabilities within the meaning of RP Basic Maintenance Amount),
(2) Receivables for Municipal Bonds Sold, (3) S&P Hedging
Transactions (4) Municipal Zero Coupon Bonds rated at least BBB
by S&P, (5) swaps, including total return swaps, interest rate
swaps, currency swaps and credit default swaps, and (6)
Municipal Bonds (including Inverse Floater as defined below)
owned by the Fund that (A) is interest bearing and pays interest
at least semiannually (B) is payable with respect to principal
and interest in U.S. Dollars (C) is not subject to a covered call
or put option written by the Fund
(D) except for Inverse Floaters, is not part of a private
placement
of Municipal Bonds and
(E) except for Inverse Floaters, is part of an issue of
Municipal
Bonds with an original issue size of at least $10 million. Any
Municipal Bonds that is a part of an original issue size of less
than
$10 million must carry a rating of at least AA by S&P or AAA by
another nationally recognized statistical rating organization.
Notwithstanding the foregoing limitations
(1) Municipal Bonds (excluding Escrowed Bonds
(as defined below) and High Yield Securities) of any one
issuer or guarantor (excluding bond insurers) shall be
considered S&P Eligible Assets only to the extent the
Market Value of such Municipal Bonds (including shortterm
Municipal Bonds) does not exceed 10% of the aggregate
Market Value of S&P Eligible Assets, provided that 2% is
added to the applicable S&P
Discount Factor for every 1% by which the Market Value of
such Municipal Bonds exceeds 5% of the aggregate Market
Value of S&P Eligible Assets or for any percentage over 5%
add 10 percentage points to the S&P Discount Factor. High
Yield Securities of any one issuer shall be considered S&P
Eligible Assets only to the extent the Market Value of such
Municipal Bonds does not exceed 5% of the aggregate Market
Value of S&P Eligible Assets. Nonrated securities of any
issuer shall be considered S&P Eligible Assets to the
extent the Market Value of such Municipal Bonds does not
exceed 5% of the aggregate Market Value of S&P Eligible
Assets. No more than 10% of the aggregate Market Value of
the portfolio may consist of nonrated securities
(2) Municipal Bonds not rated by S&P shall be
considered S&P Eligible Assets only to the extent the
Market Value of such Municipal Bonds does not exceed 50%
of the aggregate Market Value of S&P Eligible Assets
provided, however, that High Yield Securities shall be
considered S&P Eligible Assets only to the extent the
Market Value of such Municipal Bonds does not exceed 20%
of the aggregate Market Value of S&P Eligible Assets
(3) Municipal Bonds issued by issuers in any one
state or territory will be considered S&P Eligible Assets
only to the extent that the Market Value of such Municipal
Bonds does not exceed 25% of the aggregate Market Value of
S&P Eligible Assets
(4) Municipal Bonds (excluding Escrowed Bonds)
of any one state or territory shall be considered S&P
Eligible Assets only to the extent the Market Value of such
Municipal Bonds does not exceed 25% of the aggregate
Market Value of S&P Eligible Assets
(5) For Municipal Zero Coupon Bonds, the S&P
overcollateralization levels based on the desired
transaction rating shall be as follows
Exposure
Period
AAA
AA
A
BBB
20
3.584
3.153
2.723
2.292
(6) With respect to total return swaps, only
the cumulative unsettled profit and loss from a total
return swap transaction will be calculated when
determining the RP Basic Maintenance Amount. For purposes
of calculating the RP Basic Maintenance Amount, any
outstanding gain from a total return swap transaction or
interest rate swap transaction on a Valuation Date will be
included as a S&P Eligible Asset subject to the S&P
Discount Factor on the counterparty to such swap
transaction, and any outstanding liability from a swap
transaction on a Valuation Date will be subtracted from
S&P Eligible Assets
(7) For swaps (other than total return swaps and
interest rate swaps), the Market Value of the position
(positive or negative) will be included as a S&P Eligible
Asset. The aggregate notional value of all swaps will not
exceed the Liquidation Preference of the Outstanding RP. In
addition, the Trust will only enter into swap transactions
where the counterparty has at least a S&P rating of A,
Fitch rating of A or Moodys longterm rating of A3 at the
time the time a swap is executed and
(8) With respect to credit default swaps, each
underlying security subject to such swap sold by the Trust
will be subject to the applicable S&P Discount Factor. If
the Trust purchases a credit default swap and holds the
underlying security, the Market Value of the credit default
swap and the underlying security will be included as a S&P
Eligible Asset subject to the S&P Discount Factor assessed
based on the counterparty risk and the duration of the swap
agreement. In addition, the Trust will not include a credit
default swap as a S&P Eligible Asset purchased by the Trust
unless the Trust holds the underlying security or, if the
Trust purchases a credit default swap for a basket of
securities, unless the Trust holds all the securities in
the basket.
Inverse Floater shall mean trust certificates or
other
instruments evidencing interests in one or more Municipal Bonds
that qualify as S&P Eligible Assets (such Inverse Floaters will
also be considered Municipal Bonds and are S&P Eligible Assets),
the interest rates on which are adjusted at shortterm intervals
on a basis that is inverse to the simultaneous readjustment of
the interest rates on corresponding floating rate trust
certificates or other instruments issued by the same issuer,
provided that the ratio of the aggregate dollar amount of
floating rate instruments to inverse floating rate instruments
issued by the same issuer does not exceed two to one at their
time of original issuance and at the time of purchase has a
duration that is less than thirteen years.
Escrowed Bonds shall mean Municipal Bonds that (i)
have been determined to be legally defeased in accordance with
S&Ps legal defeasance criteria, (ii) have been determined to be
economically defeased in accordance with S&Ps economic
defeasance criteria and assigned a rating of AAA by S&P, (iii)
are not rated by S&P but have been determined to be legally
defeased by S&P or (iv) have been determined to be economically
defeased by S&P and assigned a rating no lower than the rating
that is S&P equivalent of S&Ps AAA rating. In the event that a
defeased obligation which is an S&P Eligible Asset does not meet
the criteria of an Escrowed Bond, such Municipal Bond will be
deemed to remain in the Issue Type Category into which it fell
prior to such defeasance.
This amendment is effective as of November 2, 2007.
PUTNAM MUNICIPAL OPPORTUNITIES TRUST
Amendment to Amended and Restated Bylaws
WHEREAS, Article 14 of the Amended and Restated Bylaws of
Putnam Municipal Opportunities Trust (the Trust), as last
amended by an Amendment effective as of November 2, 2007 (the
Bylaws), permits the Board of Trustees of the Trust (the
Trustees) to amend or repeal, in whole or in part, the Bylaws
WHEREAS, the Trustees desire to amend the Bylaws in
connection with the merger of each of Putnam Investment Grade
Municipal Trust and Putnam Municipal Bond Fund with and into
the Trust (the Merger) by increasing the issued amount of
Remarketed Preferred Shares and effecting a twoforone stock
split of Remarketed Preferred Shares, Series A
WHEREAS, Article 12, Section 12.1, Part I, paragraph 6(c)
provides that so long as any Remarketed Preferred Shares of the
Trust are outstanding, the affirmative vote or consent of the
holders of at least a majority of the Remarketed Preferred
Shares outstanding at the time is required to (i) authorize,
create or issue or increase or decrease the authorized or issued
amount of any class or series of stock ranking prior to or on a
parity with the remarketed preferred shares with respect to the
payment of dividends or the distribution of assets on
liquidation or to increase or decrease the authorized amount of
remarketed preferred shares or (ii) amend, alter or repeal the
provisions of the Bylaws so as to affect materially and
adversely any preference, right or power of such remarketed
preferred shares or the holders thereof
WHEREAS, the holders of a majority of the outstanding
Remarketed Preferred Shares of the Trust have approved the
issuance of additional Remarketed Preferred Shares in connection
with the Merger and the twoforone stock split of Remarketed
Preferred Shares, Series A
NOW, THEREFORE, the Bylaws are herby amended as
follows
1. Article 12, Section 12.1, Part I, DESIGNATION
SERIES A
is hereby deleted and replaced in its entirety with the
following
SERIES A A series of 4,520 shares of preferred shares,
without par value, liquidation preference $25,000 per share plus
accumulated but unpaid dividends, if any, thereon (whether or not
earned or declared), is hereby designated Remarketed Preferred
Shares, Series A and is referred to below as Series A RP?. Each
share of Series A RP shall be issued on a date to be determined
by the Trustees, by any duly authorized committee thereof or by
any of the President, the Vice Chairman, any Executive Vice
President or the Treasurer of the Trust have such initial
dividend rate as shall be determined in advance of the issuance
thereof by the Trustees, by any duly authorized committee
thereof or by any of the President, the Vice Chairman, any
Executive
? Registered trademark of Merrill Lynch & Co., Inc.
Vice President or the Treasurer of the Trust have an Initial
Dividend Period and an Initial Dividend Payment Date to be
determined by the Trustees of the Trust, by a duly authorized
committee thereof or by any of the President, the Vice Chairman,
any Executive Vice President or the Treasurer of the Trust be
redeemed (unless such share shall have been otherwise redeemed
pursuant to paragraph 4 of Part I of this Section 12.1 by the
Trust on a date to be determined by the Trustees of the Trust)
at the option of the Trust at a redemption price of
$25,000 per share plus accumulated but unpaid dividends to the
date fixed for redemption (whether or not earned or declared)
plus the premium, if any, resulting from the designation of a
Premium Call Period and have such other preferences, limitations
and relative voting rights, in addition to those required by
applicable law or set forth in the Trusts Declaration of Trust
applicable to preferred shares of the Trust, as are set forth in
Part I and Part II of this Section
12.1. Series A RP shall constitute a separate series of
preferred shares of the Trust, and each share of Series A RP
shall be identical except as provided in paragraph 4 of this
Part I of this Section 12.1.
2. The definition of Mandatory Redemption Price in
Article 12, Section 12.1, Part I, paragraph 1 is hereby deleted
and replaced in its entirety with the following
Mandatory Redemption Price means $25,000 per share of
each series of RP, plus in the case of each series of RP an
amount equal to accumulated but unpaid dividends thereon
(whether or not earned or declared) to the date fixed for
redemption.
3. The definition of Optional Redemption Price in
Article
12, Section 12.1, Part I, paragraph 1 is hereby deleted and
replaced in its entirety with the following
Optional Redemption Price shall mean $25,000 per share of
each series of RP, plus in the case of each series of RP an
amount equal to accumulated but unpaid dividends (whether or not
earned or declared) to the date fixed for redemption plus any
applicable redemption premium per share attributable to the
designation of a Premium Call Period for such share.
4. The definition of RP Basic Maintenance Amount in
Article 12, Section 12.1, Part I, paragraph 1 is hereby
deleted and replaced in its entirety with the following
RP Basic Maintenance Amount, as of any Valuation Date,
means the dollar amount equal to (i) the sum of (A) the product
of the number of shares of each series of RP outstanding on such
Valuation Date multiplied by the sum of (a) $25,000 and (b) any
applicable redemption premium per share of each series
attributable to the designation of a Premium Call Period (B) the
aggregate amount of cash dividends (whether or not earned or
declared) that will have accumulated for each series of RP
outstanding, in each case, to (but not including) the end of the
current Dividend Period for such series of RP that follows such
Valuation Date or to (but not including) the 49th day after such
Valuation Date, whichever is sooner (C) the aggregate amount of
cash dividends that would accumulate at the Maximum Dividend
Rate applicable to a Dividend Period of 28 days (in the case of
shares of Series A RP) and 7 days (in the case of
shares of Series B RP and Series C RP) outstanding from the end
of such Dividend Period through the 49th day after such
Valuation Date, multiplied by the larger of the Moodys Volatility
Factor and the S&P Volatility Factor, determined from time to
time by Moodys and S&P, respectively (except that if such
Valuation Date occurs during a NonPayment Period, the cash
dividend for purposes of calculation would accumulate at the
then current NonPayment Period Rate) (D) the amount of
anticipated expenses of the Trust for the 90 days subsequent to
such Valuation Date (E) the amount of the Trusts Maximum
Potential Additional Dividend Liability as of such Valuation
Date and (F) any current liabilities as of such Valuation Date
to the extent not reflected in any of (i)(A) through (i)(E)
(including, without limitation, any amounts due and payable by
the Trust pursuant to repurchase agreements and any payables for
Municipal Bonds purchased as of such Valuation Date) less (ii)
either (A) the Discounted Value of any of the Trusts assets, or
(B) the face value of any of the Trusts assets if such assets
mature prior to or on the date of redemption of any shares of RP
or payment of a liability and are either securities issued or
guaranteed by the U.S. Government or, with respect to Moodys,
have a rating assigned by Moodys of at least Aaa, Pl, VMIG1 or
MIG1 and, with respect to S&P, have a rating assigned by S&P of
at least AAA, SP1+ or A1+, in both cases irrevocably deposited
by the Trust for the payment of the amount needed to redeem
shares of RP subject to redemption or any of (i)(B) through
(i)(F).
5. The definition of Specific Redemption Provisions in
Article 12, Section 12.1, Part I, paragraph 1 is hereby deleted
and replaced in its entirety with the following
Specific Redemption Provisions means, with respect to a
Special Dividend Period of 365 or more days, either, or any
combination of, the designation of (i) a period (a NonCall
Period) determined by the Trustees, after consultation with the
Remarketing Agents, during which the shares of RP subject to
such Dividend Period shall not be subject to redemption at the
option of the Trust and (ii) a period (a Premium Call Period),
consisting of a number of whole years and determined by the
Trustees, after consultation with the Remarketing Agents, during
each year of which the shares of RP subject to such Dividend
Period shall be redeemable at the Trusts option at a price per
share equal to $25,000 for each series of RP, plus accumulated
but unpaid dividends plus an applicable premium, as determined
by the Trustees after consultation with the Remarketing Agents.
6. Article 12, Section 12.1, Part I, paragraph 3(f) is
hereby deleted and replaced in its entirety with the following
The amount of declared dividends for each share of RP
payable on the Initial Dividend Payment Date, the Dividend
Payment Date for each 7day Dividend Period, the Dividend Payment
Date for each 28day Dividend Period and the Dividend Payment Date
or Dates for each ShortTerm Dividend Period shall be computed by
the Trust by multiplying the Applicable Dividend Rate in effect
with respect to dividends payable on such share on such Dividend
Payment Date by a fraction the numerator of which shall be the
number of days in such Dividend Period such share was outstanding
from and including its Date of Original Issue or the preceding
Dividend Payment Date, as the case may be, to and including the
day preceding such Dividend
Payment Date, and the denominator of which shall be 365, then
multiplying the amount so obtained by $25,000 (in the case of
each series of RP) and rounding the amount so obtained to the
nearest cent. During any Long Term Dividend Period, the amount
of dividends per share payable on any Dividend Payment Date
shall be computed by dividing the Applicable Dividend Rate for
such Dividend Period by twelve, multiplying the amount so
obtained by $25,000 (in the case of each series of RP), and
rounding the amount so obtained to the nearest cent provided,
however, that, if the number of days from and including the Date
of Original Issue or the preceding Dividend Payment Date, as the
case may be, to and including the day preceding such Dividend
Payment Date is less than 30 and such days do not constitute a
full calendar month, then the amount of dividends per share
payable on such Dividend Payment Date shall be computed by
multiplying the Applicable Dividend Rate for such Dividend
Period by a fraction, the numerator of which will be such number
of days and the denominator of which will be 360, multiplying
the amount so obtained by $25,000 (in the case of each series of
RP), and rounding the amount so obtained to the nearest cent.
7. Article 12, Section 12.1, Part I, paragraph 5(a)
is
hereby deleted and replaced in its entirety with the following
Upon a liquidation, dissolution or winding up of the
affairs of the Trust, whether voluntary or involuntary, the
Holders of each share of RP shall be entitled, whether from
capital or surplus, before any assets of the Trust shall be
distributed among or paid over to holders of Common Shares or
any other class or series of shares of the Trust ranking junior
to the RP as to liquidation payments, to be paid the amount of
$25,000 per share of each series of RP, plus an amount equal to
all accumulated but unpaid dividends thereon (whether or not
earned or declared) to but excluding the date of final
distribution, in sameday funds. After any such payment, the
Holders shall not be entitled to any further participation in any
distribution of assets of the Trust, except as provided in
paragraph 3(k) of this Part I of Section 12.1.
8. Article 12, Section 12.1, Part I, paragraph 2(a)
is
hereby deleted and replaced in its entirety with the following
Each share of RP is subject to Tender and Dividend Reset at
the end of each Dividend Period for such RP and may be tendered
in the Remarketing which commences on the Remarketing Date
immediately prior to the end of the current Dividend Period. By
900 a.m., New York City time, on each such Remarketing Date, the
Remarketing Agents shall, after canvassing the market and
considering prevailing market conditions at the time for shares
of such RP and similar securities, provide Beneficial Owners of
such RP nonbinding indications of the Applicable Dividend Rate
for the next succeeding 28day Dividend Period (in the case of
Series A RP) or 7day Dividend Period (in the case of Series B RP
or Series C RP) or, if applicable, a Special Dividend Period
provided that, if the Trust has designated the next Dividend
Period for such RP as a Special Dividend Period, the Remarketing
Agents will provide to Beneficial Owners a nonbinding indication
only of the Applicable Dividend Rate for such Special Dividend
Period. The actual Applicable Dividend Rate for such Dividend
Period may be greater
than or less than the rate per annum indicated in such
nonbinding indications (but not greater than the applicable
Maximum Dividend Rate). By 1200 noon, New York City time, on
such Remarketing Date, each Beneficial Owner of a share of RP
must notify a Remarketing Agent of its desire, on a sharebyshare
basis, either to tender such share of RP at a price of $25,000
per share (in the case of each series of RP) or to continue to
hold such share for the next 28day Dividend Period (in the case
of Series A RP) or 7day Dividend Period (in the case of Series B
RP or Series C RP) or, if applicable, the next Special Dividend
Period. Beneficial Owners who do not provide such notice shall
be deemed to have elected (i) to hold all their shares of RP if
each of the current Dividend Period and succeeding Dividend
Period is a 28day Dividend Period (in the case of Series A RP) or
7day Dividend Period (in the case of Series B RP or Series C RP)
or a Special Dividend Period of 60 days or less, and (ii) to
tender all their shares of RP if the current Dividend Period or
succeeding Dividend Period is a Special Dividend Period of more
than 60 days. Any notice given to a Remarketing Agent to tender
or hold shares for a particular Dividend Period shall be
irrevocable and shall not be conditioned upon the level at which
the Applicable Dividend Rate is established. A Remarketing Agent
may, in its sole discretion, (i) at the request of a Beneficial
Owner that has tendered one or more shares to such Remarketing
Agent, waive such Beneficial Owners tender, and thereby enable
such Beneficial Owner to continue to hold the share or shares
for the next 28day Dividend Period (in the case of Series A RP)
or 7day Dividend Period (in the case of Series B RP or Series C
RP) or, if applicable, a designated Special Dividend Period, as
agreed to by such Beneficial Owner and such Remarketing Agent at
such time, so long as such tendering Beneficial Owner has
indicated to such Remarketing Agent that it would accept the new
Applicable Dividend Rate for such Dividend Period, such waiver
to be contingent upon the Remarketing Agents ability to remarket
all shares of RP tendered in such Remarketing, and (ii) at the
request of a Beneficial Owner that has elected to hold one or
more of its shares of RP, waive such Beneficial Owners election
with respect thereto, such waiver to be contingent upon the
Remarketing Agents ability to remarket all shares of RP tendered
in such Remarketing.
9. Article 12, Section 12.1, Part II, paragraph 3(a)
is
hereby deleted and replaced in its entirety with the following
By 300 p.m., New York City time, on each Remarketing Date
for a series of RP, the Remarketing Agents shall determine the
Applicable Dividend Rate to the nearest onethousandth (0.001) of
one percent per annum for the next 28day Dividend Period (in the
case of Series A RP) or 7day Dividend Period (in the case of
Series B RP or Series C RP), or, if designated, Special Dividend
Period. The Applicable Dividend Rate for each such Dividend
Period, except as otherwise required herein, shall be the
dividend rate per annum which the Remarketing Agents determine,
in their sole judgment, to be the lowest rate that will enable
them to remarket on behalf of the Beneficial Owners thereof all
shares of RP subject to Tender and Dividend Reset in such
Remarketing and tendered to them on such Remarketing Date at a
price of $25,000 per share (in the case of each series of RP).
10. Article 12, Section 12.1, Part II, paragraph 3(b)
is
hereby deleted and replaced in its entirety with the following
For any series of RP, if no Applicable Dividend Rate shall
have been established on a Remarketing Date in a Remarketing for
the next 28day Dividend Period (in the case of Series A RP) or
7day Dividend Period (in the case of Series B RP or Series C
RP), or Special Dividend Period, if any, for any reason (other
than because there are no Remarketing Agents, the Remarketing
Agents are not required to conduct a Remarketing pursuant to the
terms of the Remarketing Agreement or the Remarketing Agents are
unable to remarket on the Remarketing Date all shares of RP
tendered (or deemed tendered) to them at a price of $25,000 per
share (in the case of each series of RP)), then the Remarketing
Agents, in their sole discretion, shall, if necessary and except
during a NonPayment Period, after taking into account market
conditions as reflected in the prevailing yields on fixed and
variable rate taxable and tax exempt debt securities and the
prevailing dividend yields of fixed and variable rate preferred
stock, determine the Applicable Dividend Rate that would be the
rate per annum that would be the initial dividend rate fixed in
an offering on such Remarketing Date, assuming in each case a
comparable dividend period, issuer and security. If there is no
Remarketing for such series of RP because there are no
Remarketing Agents or the Remarketing Agents are not required to
conduct a Remarketing pursuant to the Remarketing Agreement or
if the Remarketing Agents are unable to remarket on the
Remarketing Date all shares of RP tendered (or deemed tendered)
to them at a price of
$25,000 per share (in the case of each series of RP), then, except
during a NonPayment Period,
the Applicable Dividend Rate for the subsequent Dividend Period
for RP and for each subsequent Dividend Period for RP for which
no Remarketing takes place because of the foregoing shall be
the applicable Maximum Dividend Rate for a 28day Dividend
Period (in the case of Series A RP) or 7day Dividend Period (in
the case of Series B RP or Series C RP) and the next Dividend
Period for RP and each such subsequent Dividend Period shall be
a 28day Dividend Period (in the case of Series A RP) or 7day
Dividend Period (in the case of Series B RP or Series C RP).
11. Article 12, Section 12.1, Part II, paragraph 4(a) is
hereby deleted and replaced in its entirety with the following
If the Remarketing Agents are unable to remarket by 300
p.m., New York City time, on a Remarketing Date all shares of RP
tendered (or deemed tendered) to them in the related Remarketing
at a price of $25,000 per share (in the case of each series of
RP), (i) each Beneficial Owner that tendered or was deemed to
have tendered shares of RP for sale shall sell a number of shares
of RP on a pro rata basis, to the extent practicable, or by lot,
as determined by the Remarketing Agents in their sole
discretion, based on the number of orders to purchase shares of
RP in such Remarketing, and (ii) the Applicable Dividend Rate
for the next Dividend Period for RP, which shall be a 28day
Dividend Period, shall be the Maximum Dividend Rate for such 28
day Dividend Period (in the case of Series A RP) or 7day
Dividend Period (in the case of Series B RP or Series C RP).
This Amendment is effective as of February 22, 2008.
PUTNAM MUNICIPAL OPPORTUNITIES TRUST
Amendment to Amended and
Restated Bylaws
WHEREAS, ARTICLE 14, Section 14.1 and ARTICLE 12, Section 12.1,
Part I, paragraph 6(c) of the Amended and Restated Bylaws (the
Bylaws) of Putnam Municipal Opportunities Trust (the Trust)
permit the Board of Trustees of the Trust (the Trustees) to
amend or repeal, in whole or in part, the Bylaws provided that
such amendment or repeal does not materially and adversely
affect any preference, right or power of the Preferred Shares
or any holder therof
WHEREAS, the Trustees desire to amend the Bylaws to add two new
sections to ARTICLE 11 that enumerate the Chairmans power to
determine the order of business at shareholder meetings, to
prescribe rules and take actions as are appropriate for the
proper conduct of such meetings, and to adjourn shareholder
meetings
WHEREAS, the Trustees desire to amend the Bylaws to amend and
restate in their entirety Subsections 6(a) and 6(b) of ARTICLE
12, Section 12.1, PART I, concerning the right to nominate
preferred share trustees.
WHEREAS, the Trustees have determined that such amendment
does not materially and adversely affect any preference,
right or power of the Preferred Shares or any holder therof
NOW, THEREFORE, the Bylaws are hereby amended as follows
1. The following shall be added as ARTICLE 11, Section 11.4
11.4 Conduct of Meetings. The person serving as chairman of a
meeting of shareholders in accordance with Article 3, Section
3.5 of these Bylaws shall determine the order of business of the
meeting and may prescribe such rules, regulations and procedures
and take such actions as, in the discretion of such chairman, are
appropriate for the proper conduct of the meeting. 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 or otherwise
brought before the meeting in accordance with these Bylaws or by
or at the direction of the chairman of the meeting, in the
chairmans sole direction.
2. The following shall be added as ARTICLE 11, Section 11.5
11.5 Adjournment. Any meeting of shareholders may, by action of
the chairman of the meeting, be adjourned without further
notice with respect to one or more matters to be considered at
such meeting to a designated time and place, whether or not a
quorum is present with respect to such matter upon motion of
the chairman of the meeting, the question of adjournment may 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 without further notice to the extent
permitted by Article V, Section 2 of the Declaration of Trust.
Unless a proxy is otherwise limited in this regard, any Shares
present and entitled to vote at a meeting that are represented
by broker nonvotes, may, at the discretion of the proxies named
therein, be voted in favor of such an adjournment.
3. ARTICLE 12, Section 12.1, PART I, Subsections 6(a) and
6(b) are deleted in their entirety and replaced with
the following
(a) General. Except as otherwise provided in the
Declaration of Trust or Bylaws, each Holder of shares of RP and
each record holder of Common Shares shall be entitled to one
vote for each share held on each matter submitted to a vote of
shareholders of the Trust, and the holders of outstanding
Preferred Shares, including each series of RP, and of Common
Shares shall vote together as a single class provided that, at
any meeting of the shareholders of the Trust held for the
election of Trustees, the holders of Preferred Shares, including
each series of RP, present in person or represented by proxy at
said meeting, shall be entitled, as a class, to the exclusion of
the holders of all other securities and classes of capital
shares of the Trust, to nominate and elect two Trustees of the
Trust, each Preferred Share, including each share of each series
of RP, entitling the holder thereof to one vote. Subject to
paragraph 6(b) of this Part I of Section 12.1, the holders of
outstanding Common Shares and Preferred Shares, including each
series of RP, voting as a single class, shall elect the balance
of the Trustees.
(b) Right to Elect Majority of Trustees. During any
period
in which any one or more of the conditions described below shall
exist (such period being referred to herein as a Voting Period),
the number of Trustees shall be automatically increased by the
smallest number that, when added to the two Trustees elected
exclusively by the holders of Preferred Shares (including each
series of RP), would constitute a majority of the Trustees as so
increased by such smallest number and the holders of Preferred
Shares (including each series of RP) shall be entitled, voting
as a class on a onevotepershare basis (to the exclusion of the
holders of all other securities and classes of capital shares of
the Trust), to nominate and elect such smallest number of
additional Trustees, together with the two Trustees that such
holders are in any event entitled to elect. A Voting Period
shall commence
(i) if at any time accumulated dividends (whether or
not earned or declared, and whether or not funds
are then legally available in an amount
sufficient therefor) on the outstanding shares of
any series of RP equal to at least two full years
dividends shall be due and unpaid and sufficient
cash or securities shall not have been deposited
with the Paying Agent for the payment of such
accumulated dividends or
(ii) if at any time holders of any Preferred Shares
other than the RP are entitled to elect a majority
of the Trustees of the Trust.
Upon the termination of a Voting Period, the voting rights
described in this paragraph 6(b) shall cease, subject always,
however, to the revesting of such voting rights in the Holders
upon the further occurrence of any of the events described in
this paragraph 6(b). A Voting Period shall
terminate when all dividends in arrears shall have been paid or
otherwise provided for.
This Amendment is effective as of November 11, 2011.
PUTNAM MUNICIPAL OPPORTUNITIES TRUST
Amendment to Amended and
Restated Bylaws
WHEREAS, ARTICLE 14, Section 14.1 and ARTICLE 12, Section 12.1,
Part I, paragraph 6(c) of the Amended and Restated Bylaws (the
Bylaws) of Putnam Municipal Opportunities Trust (the Trust), as
last amended by an Amendment effective as of February 22, 2008,
permit the Board of Trustees of the Trust (the Trustees) to
amend or repeal, in whole or in part, the Bylaws provided that
such amendment or repeal does not materially and adversely
affect any preference, right or power of the Preferred Shares
or any holder thereof
WHEREAS, the Trustees desire to amend the Bylaws to amend and
restate the definition of Taxable Equivalent of the ShortTerm
Municipal Bond Rate contained in Subsection 1 of ARTICLE 12,
Section 12.1, PART I.
WHEREAS, the Trustees desire to amend the Bylaws to remove
the definitional reference to Kenny Index contained in
Subsection 1 of ARTICLE 12, Section 12.1, PART I and add a
definitional reference to SIFMA Index in that same
Subsection.
WHEREAS, the Trustees have determined that such amendments do
not
materially and adversely affect any preference, right or power
of
the Preferred Shares or any holder thereof
NOW, THEREFORE, the Bylaws are hereby amended as follows
1. The following shall replace the definition of
Taxable Equivalent of the Short Term Municipal Bond Rate in
Subsection 1 as referenced above
Taxable Equivalent of the ShortTerm Municipal Bond Rate on any
date means 90% of the quotient of (A) the per annum rate
expressed on an Interest Equivalent basis equal to the
Securities Industry Financial Markets Association (SIFMA)
Municipal Swap Index or any comparable index based upon yield
evaluations at par of bonds the interest on which is excludable
for regular Federal income tax purposes under the Code of high
grade component issuers selected by Municipal Market
Data/Thomson Reuters (or any successor thereto from time to time
selected by the Trust in its discretion), which component
issuers shall include, without limitation, issuers of general
obligation bonds but shall exclude any bonds the interest on
which constitutes an item of tax preference under Section
57(a)(5) of the Code, or successor provisions, for purposes of
the alternative minimum tax, (as defined in the Code) (the SIFMA
Index), made available for the Business Day immediately
preceding such date but in any event not later than 830 A.M.,
New York City time, on such date by Municipal Market
Data/Thomson Reuters (or any such successor), divided by (B)
1.00 minus the Marginal Tax Rate (expressed as a decimal)
provided, however, that if the SIFMA Index is not made so
available by 830 A.M., New York City time, on such date by
Municipal Market Data/Thomson Reuters (or any such successor),
the Taxable Equivalent of the ShortTerm Municipal Bond Rate
shall mean the
quotient of (A) the per annum rate expressed on an Interest
Equivalent basis equal to the most recent SIFMA Index so made
available, divided by (B) 1.00 minus the Marginal Tax Rate
(expressed as a decimal). No successor to the SIFMA Index shall
be chosen without first obtaining written confirmation from
Moodys and S&P that the choice of such successor would not
impair the rating then assigned to any series of RP by Moodys
or S&P.
2. The following definitional reference to Kenny
Index
in Subsection 1 is deleted in its entirety
Kenny Index has the meaning set forth under Taxable
Equivalent of the ShortTerm Municipal Bond Rate.
3. The following definitional reference to SIFMA
Index shall be added to Subsection 1 and will appear after
the definition of Short Term Dividend Period
SIFMA Index has the meaning set forth under Taxable
Equivalent of the ShortTerm Municipal Bond Rate.
This Amendment is effective as of January 1, 2013.
PUTNAM MUNICIPAL OPPORTUNITIES TRUST
Amendment to Amended and
Restated Bylaws
WHEREAS, ARTICLE 14, Section 14.1 and ARTICLE 12, Section 12.1,
Part I, paragraph 6(c) of the Amended and Restated Bylaws (the
Bylaws) of Putnam Municipal Opportunities Trust (the Trust), as
last amended by an Amendment effective as of January 1, 2013,
permit the Board of Trustees of the Trust (the Trustees) to
amend or repeal, in whole or in part, the Bylaws provided that
such amendment or repeal does not materially and adversely
affect any preference, right or power of the Preferred Shares
or any holder thereof
WHEREAS, the Trustees desire to amend the Bylaws to amend and
restate the definition of S&P Eligible Asset contained in
ARTICLE 12, Section 12.1, PART I, paragraph 1.
WHEREAS, the Trustees have determined that such amendment
does not materially and adversely affect any preference,
right or power of the Preferred Shares or any holder thereof
NOW, THEREFORE, the Bylaws are hereby amended as follows
1. The definition of S&P Eligible Asset in
ARTICLE 12,
Section 12.1, PART I, paragraph 1 of the Bylaws is hereby
deleted and replaced in its entirety with the following
S&P Eligible Asset shall mean either
(i) if the average S&P Discount Factor of the Funds
S&P
Eligible Assets (as set forth in (ii) below) is less than
200%, all assets of the Fund shall be considered S&P Eligible
Assets or
(ii) if the average S&P Discount Factor of the Funds
S&P
Eligible Assets (as set forth in this section) is 200% or
greater, S&P Eligible Assets means (1) cash (excluding any cash
irrevocably deposited by the Fund for the payment of any
liabilities within the meaning of RP Basic Maintenance Amount),
(2) Receivables for Municipal Bonds Sold, (3) S&P Hedging
Transactions (4) Municipal Zero Coupon Bonds rated at least BBB
by S&P, (5) swaps, including total return swaps, interest rate
swaps, currency swaps and credit default swaps, and (6)
Municipal Bonds (including Inverse Floater as defined below)
owned by the Fund that (A) is interest bearing and pays interest
at least semiannually (B) is payable with respect to principal
and interest in U.S. Dollars (C) is not subject to a covered call
or put option written by the Fund
(D) except for Inverse Floaters, is not part of a private
placement
of Municipal Bonds and
(E) except for Inverse Floaters, is part of an issue of
Municipal
Bonds with an original issue size of at least $10 million. Any
Municipal Bonds that is a part of an original issue size of less
than
$10 million must carry a rating of at least AA by S&P or AAA by
another nationally recognized statistical rating organization.
Notwithstanding the foregoing limitations
(1) Municipal Bonds (excluding Escrowed Bonds
(as defined below) and High Yield Securities) of any one
issuer or guarantor (excluding bond insurers) shall be
considered S&P Eligible Assets only to the extent the
Market Value of such Municipal Bonds (including shortterm
Municipal Bonds) does not exceed 10% of the aggregate
Market Value of S&P Eligible Assets, provided that 2% is
added to the applicable S&P Discount Factor for every 1% by
which the Market Value of such Municipal Bonds exceeds 5%
of the aggregate Market Value of S&P Eligible Assets or for
any percentage over 5% add 10 percentage points to the S&P
Discount Factor. High Yield Securities of any one issuer
shall be considered S&P Eligible Assets only to the extent
the Market Value of such Municipal Bonds does not exceed 5%
of the aggregate Market Value of S&P Eligible Assets.
Nonrated securities of any issuer shall be considered S&P
Eligible Assets to the extent the Market Value of such
Municipal Bonds does not exceed 5% of the aggregate Market
Value of S&P Eligible Assets. No more than 10% of the
aggregate Market Value of the portfolio may consist of
nonrated securities
(2) Municipal Bonds not rated by S&P shall be
considered S&P Eligible Assets only to the extent the
Market Value of such Municipal Bonds does not exceed 50%
of the aggregate Market Value of S&P Eligible Assets
provided, however, that High Yield Securities shall be
considered S&P Eligible Assets only to the extent the
Market Value of such Municipal Bonds does not exceed 20%
of the aggregate Market Value of S&P Eligible Assets
(3) Municipal Bonds issued by issuers in any one
state or territory will be considered S&P Eligible Assets
only to the extent that the Market Value of such Municipal
Bonds does not exceed 25% of the aggregate Market Value of
S&P Eligible Assets
(4) Municipal Bonds (excluding Escrowed Bonds)
of any one state or territory shall be considered S&P
Eligible Assets only to the extent the Market Value of such
Municipal Bonds does not exceed 25% of the aggregate
Market Value of S&P Eligible Assets
(5) For Municipal Zero Coupon Bonds, the S&P
overcollateralization levels based on the desired
transaction rating shall be as follows
Exposure
Period
AAA
AA
A
BBB
20
3.584
3.153
2.723
2.292
(6) With respect to total return swaps, only
the cumulative unsettled profit and loss from a total
return swap transaction will be calculated when
determining the RP Basic Maintenance Amount. For purposes
of calculating the RP Basic Maintenance Amount, any
outstanding gain from a total return swap transaction or
interest rate swap transaction on a Valuation Date will be
included as a S&P Eligible
Asset subject to the S&P Discount Factor on the
counterparty to such swap transaction, and any outstanding
liability from a swap transaction on a Valuation Date will
be subtracted from S&P Eligible Assets
(7) For swaps (other than total return swaps and
interest rate swaps), the Market Value of the position
(positive or negative) will be included as a S&P Eligible
Asset. The aggregate notional value of all swaps will not
exceed the Liquidation Preference of the Outstanding RP. In
addition, the Trust will only enter into swap transactions
where the counterparty has at least a S&P rating of A,
Fitch rating of A or Moodys longterm rating of A3 at the
time the time a swap is executed and
(8) With respect to credit default swaps, each
underlying security subject to such swap sold by the Trust
will be subject to the applicable S&P Discount Factor. If
the Trust purchases a credit default swap and holds the
underlying security, the Market Value of the credit default
swap and the underlying security will be included as a S&P
Eligible Asset subject to the S&P Discount Factor assessed
based on the counterparty risk and the duration of the swap
agreement. In addition, the Trust will not include a credit
default swap as a S&P Eligible Asset purchased by the Trust
unless the Trust holds the underlying security or, if the
Trust purchases a credit default swap for a basket of
securities, unless the Trust holds all the securities in
the basket.
Inverse Floater shall mean trust certificates or
other
instruments evidencing interests in one or more Municipal Bonds
that qualify as S&P Eligible Assets (such Inverse Floaters will
also be considered Municipal Bonds and are S&P Eligible Assets),
the interest rates on which are adjusted at shortterm intervals
on a basis that is inverse to the simultaneous readjustment of
the interest rates on corresponding floating rate trust
certificates or other instruments issued by the same issuer,
provided that the ratio of the aggregate dollar amount of
floating rate instruments to inverse floating rate instruments
issued by the same issuer does not exceed two to one at their
time of original issuance and at the time of purchase has a
duration that is less than thirteen years.
Escrowed Bonds shall mean Municipal Bonds that (i) have been
determined to be legally defeased in accordance with S&Ps legal
defeasance criteria, (ii) have been determined to be
economically defeased in accordance with S&Ps economic
defeasance criteria and assigned a rating of AAA by S&P, (iii)
are not rated by S&P but have been determined to be legally
defeased by S&P or (iv) have been determined to be economically
defeased by S&P and assigned a rating no lower than the rating
that is S&P equivalent of S&Ps AAA rating. In the event that a
defeased obligation which is an S&P Eligible Asset does not meet
the criteria of an Escrowed Bond, such Municipal Bond will be
deemed to remain in the Issue Type Category into which it fell
prior to such defeasance.
Notwithstanding the foregoing, all aforementioned
definitions and limitations are further subject to the
requirements and limitations as set forth in Methodology And
Assumptions For
Market Value Securities published by Standard & Poors Ratings
Services on September 17, 2013.
This Amendment is effective as of March 21, 2014.
PUTNAM MUNICIPAL OPPORTUNITIES TRUST
Amendment to Amended and
Restated Bylaws
WHEREAS, Article 14, Section 14.1 of the Amended and Restated
Bylaws (the Bylaws) of Putnam Municipal Opportunities Trust (the
Trust) permits the Trustees to amend or to repeal the Bylaws
except as otherwise expressly stated in the Bylaws.
WHEREAS, Article 12, Section 12.1, Part I, paragraph 6(c)
provides that so long as any shares of RP are outstanding, the
Trust will not, without the affirmative vote or consent of the
Holders of at least a majority of the shares of RP outstanding
at the time, amend, alter or repeal provisions of the Bylaws so
as to affect materially and adversely any preference, right or
power of shares of RP or the Holders thereof notwithstanding the
foregoing, however, the Trustees may, without the vote or consent
of the Holders of any series of RP, amend, alter or repeal
certain terms, including the term Accountants Confirmation,
provided the Trustees receive written confirmation from Moodys
Investors Service, Inc. (Moodys) and Standard & Poors (S&P) that
the amendment, alteration or repeal will not impair the ratings
then assigned to any series of RP by the rating agency providing
the confirmation (terms used without definition in this
amendment have the respective meanings ascribed to them in the
Bylaws)
WHEREAS, the Trustees desire to amend certain provisions of
Article 12, Section 12.1 of the Bylaws relating to (1) the
delivery of the RP Basic Maintenance Report to the Remarketing
Agents and the Paying Agent and (2) the delivery of the
Accountants Confirmation
WHEREAS, Moodys and S&P have confirmed in writing to the
Trustees that this amendment would not impair their ratings
assigned to any series of RP and
WHEREAS, the Trustees have determined that this amendment would
not affect materially and adversely any preference, right or
power of shares of RP or the Holders thereof
NOW, THEREFORE, the Bylaws are amended as follows
1. Article 12, Section 12.1, Part I, paragraph 1 is
amended by deleting the term Accountants Confirmation and its
definition.
2. Each of Article 12, Section 12.1, Part I, paragraph
6(c) and paragraph 8(e) is amended by deleting references to the
Accountants Confirmation.
3. Each of Article 12, Section 12.1, Part I, paragraph
8(b), (c), (d) and (e) is amended by deleting references to the
Remarketing Agents and the Paying Agent.
4. The text of each of Article 12, Section 12.1, Part I,
paragraph 8(f), (g), (h) and (i)
of the Bylaws is deleted and, in each case, the word Reserved is
substituted in its place.
5. The second sentence of Article 12, Section 12.1,
Part I, paragraph 8(j) of the Bylaws is deleted.
This Amendment is effective as of June 24, 2016.
PUTNAM MUNICIPAL OPPORTUNITIES TRUST
Amendment to Amended and
Restated Bylaws
WHEREAS, Article 14, Section 14.1 of the Amended and Restated
Bylaws (the Bylaws) of Putnam Municipal Opportunities Trust (the
Trust) permits the Trustees to amend or to repeal the Bylaws
except as otherwise expressly stated in the Bylaws.
WHEREAS, Article 12, Section 12.1, Part I, paragraph 6(c)
provides that so long as any shares of RP are outstanding, the
Trust will not, without the affirmative vote or consent of the
Holders of at least a majority of the shares of RP outstanding
at the time, amend, alter or repeal provisions of the Bylaws so
as to affect materially and adversely any preference, right or
power of shares of RP or the Holders thereof (terms used without
definition in this amendment have the respective meanings
ascribed to them in the Bylaws)
WHEREAS, the Trustees desire to amend Article 12, Section 12.1 of
the Bylaws by eliminating a provision requiring delivery of the
RP Basic Maintenance Report to Moodys Investors Service, Inc.
(Moodys) and Standard & Poors (S&P) following repurchases of any
outstanding Common Shares by the Trust
WHEREAS, the Trustees have determined that this amendment would
not affect materially and adversely any preference, right or
power of shares of RP or the Holders thereof
NOW, THEREFORE, the Bylaws are amended as follows
1. Article 12, Section 12.1, Part I, paragraph
8(k) of the Bylaws is deleted. This Amendment is effective
as of September 16, 2016.