AMENDED AND RESTATED BYLAWS
OF
PUTNAM MUNICIPAL OPPORTUNITIES TRUST*
(Dated as of February 23, 2023)
ARTICLE 1
Agreement and Declaration of Trust and Principal Office
1.1 Agreement and Declaration of Trust. These Bylaws shall
be subject to the Agreement and Declaration of Trust, as from
time to time in effect (the Declaration of Trust), of the
Massachusetts business trust established by the Declaration of
Trust (the Trust). Capitalized terms used but not defined in
these Bylaws have the meanings given to them in the Declaration
of Trust.
1.2 Principal Office of the Trust. The principal office of
the Trust shall be located in Boston, Massachusetts. The Trust
may have other principal offices within or without the
Commonwealth of Massachusetts as the Trustees may from time to
time determine.
ARTICLE 2
Meetings of Trustees
2.1 Regular Meetings. Regular meetings of the Trustees may
be held without call or notice at such places and at such times
as the Trustees may from time to time determine, provided that
notice of the first regular meeting following any such
determination shall be given to absent Trustees.
2.2 Special Meetings. Special meetings of the Trustees may
be held at any time and at any place designated in the call of
the meeting when called by the Chair of the Trustees, the
President, the Executive Vice President or the Treasurer or by
two or more Trustees, sufficient notice thereof being given to
each Trustee by the Clerk or an Assistant Clerk or by the officer
or the Trustees calling the meeting.
2.3 Notice of Special Meetings. It shall be sufficient
notice to a Trustee of a special meeting: (a) to send notice (i)
by mail at least fortyeight hours before the meeting, (ii) by
courier at least fortyeight hours before the meeting, (iii) by
electronic mail (email), facsimile or other electronic means at
least twentyfour hours before the meeting, in each case,
addressed to the Trustee at his or her usual or last known
business or residence address (or email address, facsimile number
or other appropriate address) or (b) to give notice to him or her
in person or by telephone at least twentyfour hours before the
meeting. Notice of a special meeting need not be given to any
Trustee if a written waiver of notice, executed by him or her
before or after the meeting, is filed with the records of the
meeting, or to any Trustee who attends the meeting without
protesting before or at its commencement the lack of notice to
him or her. Any written waiver of notice may be provided and
delivered to the Trust by mail, courier, email, facsimile or
other electronic means. Neither notice of a meeting nor a waiver
of a notice need specify the purposes of the meeting. All
notices shall be deemed to be given when sent.
2.4 Quorum. At any meeting of the Trustees a majority of
the Trustees then in office shall constitute a quorum. Once a
quorum has been validly established for a meeting, it cannot be
broken by Trustees withdrawing from the meeting. Any meeting may
be adjourned from time to time by a majority of the votes cast
upon the question, whether or not a quorum is present, and the
meeting may be held as adjourned without further notice.
2.5 Telephone Meeting Action Without a Meeting. Except as
otherwise provided in the Declaration of Trust and these Bylaws,
any action to be taken by the Trustees may be taken by a majority
of the Trustees present at the meeting of the Trustees (a quorum
being present), including any meeting held by means of a
conference telephone or other communications equipment by means
of which all persons participating in the meeting can hear each
other at the same time and participation by such means shall
constitute presence in person at a meeting. Any action to be
taken by the Trustees may also be taken without a meeting if one
or more written consents thereto are signed by a majority of the
Trustees. Any written consent may be given by mail, courier,
email, facsimile or other electronic means. Copies of such
written consents shall be filed with the minutes of the
proceedings of the Trustees. Such consents shall be treated for
all purposes as a vote taken at a meeting of the Trustees. If in
accordance with the provisions of the Declaration of Trust and
these Bylaws any action is taken by the Trustees by written
consents of less than all of the Trustees, then prompt notice of
any such action shall be furnished to each Trustee who did not
execute such written consent, provided that the effectiveness of
such action shall not be impaired by any delay or failure to
furnish such notice.
ARTICLE 3
Officers
3.1 Enumeration Qualification. The officers of the Trust
shall be a President, a Treasurer, a Clerk and such other
officers (including Vice President, which shall include the
office of Executive Vice President), if any, as the Trustees from
time to time may in their discretion elect. The Trust may also
have such agents as the Trustees from time to time may in their
discretion appoint. In addition, there shall be a Chair of the
Trustees and, at the discretion of the Trustees, there may be a
Vice Chair of the Trustees. The Chair of the Trustees and any
Vice Chair of the Trustees will be considered officers of the
Trustees and not of the Trust. The Chair of the Trustees and any
Vice Chair of the Trustees shall be Trustees and may but need not
be Shareholders 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
of the Trustees or of the Trust, 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 of the Trustees or of the Trust 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 Vice Chair. Unless the Trustees otherwise
provide, the Chair of the Trustees shall preside at all meetings
of the Trustees. Each of the Chair of the Trustees and any Vice
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.
The Trustees may, but, unless otherwise required by law, are
not required to, fix a new record date for a meeting of
Shareholders, including any postponed or adjourned session of
such meeting. If, after a postponement or adjournment, a new
record date is fixed for the postponed or adjourned meeting,
notice of the postponed or adjourned meeting shall be given to
Shareholders of record entitled to vote at such meeting.
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. Unless otherwise specifically limited by their
terms, proxies shall entitle the Shareholder to vote at the
relevant meeting of Shareholders and at any postponed or
adjourned session of such meeting. Unless revoked, any proxy
given in connection with a postponed or adjourned meeting for
which a new record date is fixed shall continue to be valid so
long as the Shareholder giving such proxy is a Shareholder of
record on such new record date.
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 $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 nonBusiness 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 NonPayment 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:
Applicable
Percentage
of Reference
Rate No
Notification
Applicable
Percentage
of Reference
Rate
Notification
Credit Ratings
Moodys
S&P
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 shortterm Municipal Bonds, so long as
such Municipal Bonds are rated at least MIG1, VMIG1 or P1 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 shortterm 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 $10,000,000. In addition, Municipal Bonds in
the Trusts portfolio will be included as Moodys Eligible Assets
only to the extent they meet the following diversification
requirements:
Rating
Minimum
Issue Size
($ Millions)
Maximum
Underlying
Obligor (%)(1)
Maximum State
or Territory
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 12:00 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 12:00 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 12:00 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 12:00 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 12:00 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 12:00 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 nonpayment 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 12:00 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.
Normal Dividend Payment Date has the meaning set forth
under Dividend Payment Date.
Notice of Redemption means any notice with respect to the
redemption of shares 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.
Premium Call Period has the meaning specified in Specific
Redemption Provisions, below.
Pricing Service means Muller Investdata Corp., or any
successor company or entity, 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, 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)(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 shortterm 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 shortterm 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 8:30 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 8:30 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 3:30 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 3:30 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 12:00 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 12:00 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 7day 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 12:00 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 12:00 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 12:00 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 nonpayment 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 12:00 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 12:00 noon, New York City time, on the next
Business Day.
(i) Except during a NonPayment Period, by 12:00 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 12:00 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:
(n) 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.
(o) 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.
(p) 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.
(q) 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.
(r) 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 1:00 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 1:00 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.
(s) 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.
(t) On any redemption date, the Trust shall deposit,
irrevocably in trust, in sameday funds, with the Paying Agent,
by 12:00 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.
(u) 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.
(v) 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.
(w) 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.
(x) 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.
(y) 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.
(z) 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.
(aa) 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.
(bb) 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.
(cc) 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.
(dd) 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.
(ee) 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.
(ff) 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
Receivables for Municipal
Bonds Sold
Independent Accountant
RP Basic Maintenance Amount
Initial Margin
RP Basic Maintenance Cure Date
Market Value
RP Basic Maintenance Report
Maximum Potential Additional
Dividend Liability
S&P Discount Factor
S&P Eligible Asset
Moodys Discount Factor
S&P Hedging Transaction
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
(gg) 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 Bylaws, 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).
(hh) 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.
(ii) 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.
(jj) 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.
(kk) 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 5:00 p.m., New York City time, on the third Business
Day after such day.
(ll) At or before 5:00 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.
(mm) At or before 5:00 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.
(nn) 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.
(oo) 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.
(pp) 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.
(qq) 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.
(rr) 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.
(ss) At or before 5:00 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.
(tt) At or before 5:00 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.
(uu) 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.
(vv) 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 newlyissued 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.
(ww) 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.
(xx) 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.
(yy) 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 9:00 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 12:00 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 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.
(zz) 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.
(aaa) By 3:00 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 $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).
(bbb) 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 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 $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).
(ccc) 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.
(ddd) 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.
(eee) 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.
(fff) If the Remarketing Agents are unable to remarket
by 3:00 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).
(ggg) 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.
(hhh) By telephone at approximately 3:30 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.
(iii) 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 sameday 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.
(jjj) 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.
(kkk) 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.
(lll) 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.
(mmm) 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 NonPayment 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.
(nnn) 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.
(ooo) 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.
(ppp) 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.
(qqq) 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 exchangetraded 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 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 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)
MIG1/
P1***
(V)
MIG1/
P1***
*
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 $10,000,000 (unless
the Municipal Bond is rated Aaa by Moodys) and (f) swaps,
including total return swaps, interest rate swaps, currency
swaps and credit default swaps.
Municipal Bonds in the Trusts portfolio will be included as
Moodys Eligible Assets only to the extent they meet the
following diversification requirements:
Rating
Minimum Issue
Size
($ Millions)
Maximum
Underlying
Obligor (%) (1)
Maximum
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 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
9:00 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 12:00 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 3:00 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 3:00
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
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).
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 ShortTerm 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 8:30 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 8:30 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.
* Articles 1 11 and 13 16 of the Bylaws are amended and restated
as of February 23, 2023. Article 12 of the
Bylaws is amended through September 16, 2016.
? Registered trademark of Merrill Lynch & Co., Inc.
? Registered trademark of Merrill Lynch & Co., Inc.
1
1
1
1
1