PUTNAM INVESTMENT GRADE MUNICIPAL TRUST II
MANAGEMENT CONTRACT
Management Contract dated as of November 6, 1992 between PUTNAM
INVESTMENT GRADE MUNICIPAL TRUST II, a Massachusetts business trust (the
"Fund"), and THE PUTNAM MANAGEMENT COMPANY, INC., a Delaware corporation (the
"Manager")
WITNESSETH:
That in consideration of the mutual covenants herein contained, it
is agreed as follows:
1. SERVICES TO BE RENDERED BY MANAGER TO FUND.
(a) The Manager, at its expense, will furnish continuously an
investment program for the Fund, will determine what investments shall be
purchased, held, sold or exchanged by the Fund and what portion, if any, of
the assets of the Fund shall be held uninvested and shall, on behalf of the
Fund, make changes in the Fund's investments. Subject always to the control
of the Trustees of the Fund and except for the functions carried out by the
officers and personnel referred to in Section 1(d), the Manager will also
manage, supervise and conduct the other affairs and business of the Fund and
matters incidental thereto. In the performance of its duties, the Manager
will comply with the provisions of the Agreement and Declaration of Trust and
Bylaws of the Fund and its stated investment objectives, policies and
restrictions, and will use its best efforts to safeguard and promote the
welfare of the Fund and to comply with other policies which the Trustees may
from time to time determine and shall exercise the same care and diligence
expected of the Trustees.
(b) The Manager, at its expense, except as such expense is paid by
the Fund as provided in Section 1(d), will furnish (1) all necessary
investment and management facilities, including salaries of personnel,
required for it to execute its duties faithfully; (2) suitable office space
for the Fund; and (3) administrative facilities, including bookkeeping,
clerical personnel and equipment necessary for the efficient conduct of the
affairs of the Fund, including determination of the Fund's net asset value,
but excluding shareholder accounting services. Except as otherwise provided
in Section 1(d), the Manager will pay the compensation, if any, of the
officers of the Fund.
(c) The Manager, at its expense, shall place all orders for the
purchase and sale of portfolio investments for the Fund's account with
brokers or dealers selected by the Manager. In the selection of such brokers
or dealers and the placing of such orders, the Manager shall use its best
efforts to obtain for the Fund the most favorable price and execution
available, except to the extent it may be permitted to pay higher brokerage
commissions for brokerage and research services as described below. In using
its best efforts to obtain for the Fund the most favorable price and
execution available, the Manager, bearing in mind the Fund's best interests
at all times, shall consider all factors it deems relevant, including by way
of illustration, price, the size of the transaction, the nature of the market
for the security, the amount of the commission, the timing of the transaction
taking into account market prices and trends, the reputation, experience and
financial stability of the broker or dealer involved, and the quality of
service rendered by the broker or dealer in other transactions. Subject to
such policies as the Trustees of the Fund may determine, the Manager shall
not be deemed to have acted unlawfully or to have breached any duty created
by this Contract or otherwise solely by reason of its having caused the Fund
to pay a broker or dealer that provides brokerage and research services to
the Manager an amount of commission for effecting a portfolio investment
transaction in excess of the amount of commission that another broker or
dealer would have charged for effecting that transaction, if the Manager
determines in good faith that such amount of commission was reasonable in
relation to the value of the brokerage and research services provided by such
broker or dealer, viewed in terms of either that particular transaction or
the Manager's overall responsibilities with respect to the Fund and to other
clients of the Manager as to which the Manager exercises investment
discretion. The Manager agrees that in connection with purchases or sales of
portfolio investments for the Fund's account, neither the Manager nor any
officer, director, employee or agent of the Manager shall act as a principal
or receive any commission other than as provided in Section 3.
(d) The Fund will pay or reimburse the Manager for the compensation
in whole or in part of such officers of the Fund and persons assisting them
as may be determined from time to time by the Trustees of the Fund. The Fund
will also pay or reimburse the Manager for all or part of the cost of
suitable office space, utilities, support services and equipment attributable
to such officers and persons, as may be determined in each case by the
Trustees of the Fund. The Fund will pay the fees, if any, of the Trustees of
the Fund.
(e) The Manager shall not be obligated to pay any expenses of or
for the Fund not expressly assumed by the Manager pursuant to this Section 1
other than as provided in Section 3.
2. OTHER AGREEMENTS, ETC.
It is understood that any of the shareholders, Trustees, officers,
and employees of the Fund may be a shareholder, director, officer or employee
of, or be otherwise interested in, the Manager, and in any person controlled
by or under common control with the Manager, and that the Manager and any
person controlled by or under common control with the Manager may have an
interest in the Fund. It is also understood that the Manager and any person
controlled by or under common control with the Manager have and may have
advisory, management, service or other contracts with other organizations and
persons, and may have other interests and business.
3. COMPENSATION TO BE PAID BY THE FUND TO THE MANAGER.
The Fund will pay to the Manager as compensation for the Manager's
services rendered, for the facilities furnished and for the expenses borne by
the Manager pursuant to paragraphs (a), (b), (c) and (e) of Section 1, a fee,
computed and paid quarterly at the following annual rate:
(a) 0.70% of the first $500 million of the average net asset value of
the Fund;
(b) 0.60% of the next $500 million of such average net asset value;
-2-
(c) 0.55% of the next $500 million of such average net asset value;
and
(d) 0.50% of any excess over $1.5 billion of such average net asset
value.
Such average net asset value shall be determined by taking an average of all
of the determinations of such net asset value during such quarter at the
close of business on the last business day of each week, for each week which
ends during such quarter. Such fees shall be payable for each fiscal quarter
within 30 days after the close of such quarter.
The fees payable by the Fund to the Manager pursuant to this Section
3 shall be reduced by any commissions, fees, brokerage or similar payments
received by the Manager or any affiliated person of the Manager in connection
with the purchase and sale of portfolio investments of the Fund, less any
direct expenses approved by the Trustees incurred by the Manager or any
affiliate of the Manager in connection with obtaining such payments.
In the event that expenses of the Fund for any fiscal year should
exceed the expense limitation on investment company expenses imposed by any
statute or regulatory authority of any jurisdiction in which shares of the
Fund are qualified for offer or sale, the compensation due the Manager for
such fiscal year shall be reduced by the amount of such excess by a reduction
or refund thereof. In the event that the expenses of the Fund exceed any
expense limitation which the Manager may, by written notice to the Fund,
voluntarily declare to be effective subject to such terms and conditions as
the Manager may prescribe in such notice, the compensation due the Manager
shall be reduced, and, if necessary, the Manager shall assume expenses of the
Fund, to the extent required by such expense limitation.
In the event that the amount of dividends payable with respect to
any outstanding shares of beneficial interest of the Fund with preference
rights ("Preferred Shares") during any period for which regular payments of
dividends or other distributions on such Preferred Shares are payable (each,
a "Dividend Period") plus expenses attributable to such Preferred Shares for
such Dividend Period exceeds the portion of the Fund's net income and not
short-term capital gains (but not long-term capital gains) accruing during
such Dividend Period as a result of the fact that such Preferred, Shares were
outstanding during such Period, then the fee payable to Putnam pursuant to
this Section 3 shall be reduced by the amount of such excess; PROVIDED,
HOWEVER, that the amount of such reduction for any such Period shall not
exceed the amount determined by multiplying (i) the aggregate liquidation
preference of the average number of Preferred Shares outstanding during the
Period, by (ii) the percentage of the aggregate net asset value of the Fund
which the fee payable to Putnam during such Period pursuant to this Section 3
would constitute without giving effect to such reduction. The amount of such
reduction attributable to any Dividend Period shall reduce the amount of the
next quarterly payment of the fee payable pursuant to this Section 5
following the end of such Dividend Period, and of any subsequent quarterly or
more frequent payments, as may be necessary. The expenses attributable to
Preferred Shares and the portion of the Fund's net income and net short-term
capital gains accruing during any Dividend Period as a result of the fact
that Preferred Shares were outstanding during such Period shall be determined
by the Trustees of the Fund.
-3-
If the Manager shall serve for less than the whole of a quarter, the
foregoing compensation shall be prorated.
4. ASSIGNMENT TERMINATES THIS CONTRACT; AMENDMENTS OF THIS CONTRACT.
This Contract shall automatically terminate, without the payment of
any penalty, in the event of its assignment; and this Contract shall not be
amended unless such amendment be approved at a meeting by the affirmative
vote of a majority of the outstanding shares of the Fund, and by the vote,
cast in person at a meeting called for the purpose of voting on such
approval, of a majority of the Trustees of the Fund who are not interested
persons of the Fund or of the Manager.
5. EFFECTIVE PERIOD AND TERMINATION OF THIS CONTRACT.
This Contract shall become effective upon its execution, and shall
remain in full force and effect continuously thereafter (unless terminated
automatically as set forth in Section 4) until terminated as follows:
(a) Either party hereto may at any time terminate this Contract by
not more than sixty days' nor less than thirty days' written notice delivered
or mailed by registered mail, postage prepaid, to the other party, or
(b) If (i) the Trustees of the Fund or the shareholders by the
affirmative vote of a majority of the outstanding shares of the Fund, and
(ii) a majority of the Trustees of the Fund who are not interested persons of
the Fund or of the Manager, by vote cast in person at a meeting called for
the purpose of voting on such approval, do not specifically approve at least
annually the continuance of this Contract, then this Contract shall
automatically terminate at the close of business on January 31, 1994 or the
expiration of one year from the effective date of the last such continuance,
whichever is later.
Action by the Fund under (a) above may be taken either (i) by vote
of a majority of its Trustees, or (ii) by the affirmative vote of a majority
of the outstanding shares of the Fund.
Termination of this Contract pursuant to this Section 5 will be
without the payment of any penalty.
6. CERTAIN DEFINITIONS.
For the purposes of this Contract, the "affirmative vote of a
majority of the outstanding shares of the Fund" means the affirmative vote,
at a duly called and held meeting of shareholders of the Fund, (a) of the
holders of 67% or more of the shares of the Fund present (in person or by
proxy) and entitled to vote at such meeting, if the holders of more than 50%
of the outstanding shares of the Fund entitled to vote at such meeting are
present in person or by proxy, or (b) of the holders of more than 50% of the
outstanding shares of the Fund entitled to vote at such meeting, whichever is
less.
-4-
For the purposes of this Contract, the terms "affiliated person",
"control", "interested person," and "assignment" shall have their respective
meanings defined in the Investment Company Act of 1940 and the Rules and
Regulations thereunder, subject, however, to such exemptions as may be
granted by the Securities and Exchange Commission under said Act; the term
"specifically approve at least annually" shall be construed in a manner
consistent with the Investment Company Act of 1940 and the Rules and
Regulations thereunder; and the term "brokerage and research services" shall
have the meaning given in the Securities Exchange Act of 1934 and the Rules
and Regulations thereunder.
7. NON-LIABILITY OF MANAGER.
In the absence of willful misfeasance, bad faith or gross negligence
on the part of the Manager, or reckless disregard of its obligations and
duties hereunder, the Manager shall not be subject to any liability to the
Fund or to any shareholder of the Fund for any act or omission in the course
of, or connected with, rendering services hereunder.
8. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS.
A copy of the Agreement and Declaration of Trust of the Fund is on
file with the Secretary of State of The Commonwealth of Massachusetts, and
notice is hereby given that this instrument is executed on behalf of the
Trustees of the Fund as Trustees and not individually and that the
obligations of this instrument are not binding upon any of the Trustees,
officers or shareholders of the Fund but are binding only upon the assets and
property of the Fund.
IN WITNESS WHEREOF, PUTNAM INVESTMENT GRADE MUNICIPAL TRUST II and
THE PUTNAM MANAGEMENT COMPANY, INC. have each caused this instrument to be
signed in duplicate in its behalf by its President or Vice President
thereunto duly authorized, all as of the day and year first above written.
PUTNAM INVESTMENT GRADE MUNICIPAL TRUST II
By:______________________________________
THE PUTNAM MANAGEMENT COMPANY, INC.
By:_____________________________________
-5-