BYLAWS
OF
PUTNAM INVESTMENT GRADE MUNICIPAL TRUST II
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").
1.2 PRINCIPAL OFFICE OF THE TRUST. The principal office of the Trust
shall be located in Boston, Massachusetts.
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 Chairman of the Trustees, the 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 to send notice by mail at least forty-eight hours or by
telegram at least twenty-four hours before the meeting addressed to the
Trustee at his or her usual or last known business or residence address or to
give notice to him or her in person or by telephone at least twenty-four
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 prior thereto or at its
commencement the lack of notice to him or her. Neither notice of a meeting
nor a waiver of a notice need specify the purposes of the meeting.
2.4 QUORUM. At any meeting of the Trustees a majority of the Trustees then in
office shall constitute a quorum. 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 NOTICE OF CERTAIN ACTIONS BY CONSENT. If in accordance with the
provisions of the Declaration of Trust any action is taken by the Trustees by
written consent 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 Chairman
of the Trustees, a President, a Treasurer, a Clerk and such other officers,
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. The Chairman of the Trustees and the President
shall be a Trustee and may but need not be a shareholder; and any other
officer may but need not be a Trustee or a shareholder. Any two or more
offices may be held by the same person. A Trustee may but need not be a
shareholder.
3.2 ELECTION. The Chairman of the Trustees, the President, the Treasurer and
the Clerk shall be elected by the Trustees upon the occurrence of any vacancy
in any such office. Other officers, if any, may be elected or appointed by
the Trustees at any time. Vacancies in any such other office may be filled at
any time.
3.3 TENURE. The Chairman of the Trustees, the President, the Treasurer and
the Clerk shall hold office in each case until he or she dies, resigns, is
removed or becomes disqualified. Each other officer shall hold office and
each agent shall retain authority at the pleasure of the Trustees.
3.4 POWERS. Subject to the other provisions of these Bylaws, each officer
shall have, in addition to the duties and powers herein and in the
Declaration of Trust set forth, 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 CHAIRMAN; PRESIDENT. Unless the Trustees otherwise provide, the Chairman
of the Trustees or, if there is none or in the absence of the Chairman of the
Trustees, the President shall preside at all meetings of the shareholders and
of the Trustees. Unless the Trustees otherwise provide, the President shall
be the chief executive officer.
3.6 TREASURER. Unless the Trustees shall provide otherwise, the Treasurer
shall be the chief 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 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 President. The chief accounting officer of the
Trust shall be elected by the Trustees and shall have tenure as provided in
Paragraph 3.3 of these Bylaws.
3.7 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
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the Trust. In the absence of the Clerk from any meeting of the shareholders
or Trustees, an Assistant Clerk, or if there be none or if he or she is
absent, a temporary Clerk chosen at such meeting shall record the proceedings
thereof in the aforesaid books.
3.8 RESIGNATIONS AND REMOVALS. Any Trustee or officer may resign at any time
by written instrument signed by him or her and delivered to the Chairman 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 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. A majority of the members of any Committee of the
Trustees shall constitute a quorum for the transaction of business, and any
action of such a Committee may be taken at a meeting by a vote of a majority
of the members present (a quorum being present) or evidenced by one or more
writings signed by such a majority. Members of a Committee may participate in
a meeting of such Committee 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.
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 shall consist of a flat-faced 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 shall not be necessary to
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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 by the Trustees shall be signed
by the President, Vice Chairman, 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 of its shares of beneficial interest, 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, if any, as from time to time
determined in accordance with the Declaration of Trust and these Bylaws 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 the provisions for determining the value of the assets of the
Trust as stated in the Declaration of Trust and these Bylaws. The officers of
the Trust are severally authorized to take all such actions as may be
necessary or desirable to carry out this Paragraph 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
non-receipt 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
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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, 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
Provisions Relating to the Conduct of the Trust's Business
10.1 CERTAIN DEFINITIONS. When used herein the following words shall have the
following meanings: "Distributor" shall mean any one or more corporations,
firms or associations which have distributor's or principal underwriter's
contracts in effect with the Trust. "Manager" shall mean any corporation,
firm or association which may at the time have an advisory or management
contract with the Trust.
10.2 LIMITATIONS ON DEALINGS WITH OFFICERS OR TRUSTEES. The Trust will not
lend any of its assets to the Distributor or Manager or to any officer or
director of the Distributor or Manager or any officer or Trustee of the
Trust, and shall not permit any officer or Trustee of the Trust or any
officer or director of the Distributor or Manager to deal for or on behalf of
the Trust with himself or herself as principal or agent, or with any
partnership, association or corporation in which he or she has a financial
interest; provided that the foregoing provisions shall not prevent (a)
officers and Trustees of the Trust or officers and directors of the
Distributor or Manager from buying, holding or selling shares in the Trust or
from being partners, officers or directors or otherwise financially
interested in the Distributor or the Manager; (b) purchases or sales of
securities or other property if such transaction is permitted by or is exempt
or exempted from the provisions of the Investment Company Act of 1940 or any
Rule or Regulation thereunder, all as amended from time to time, and if such
transaction does not involve any commission or profit to any security dealer
who is, or one or more of whose partners, shareholders, officers or directors
is, an officer or Trustee of the Trust or an officer or director of the
Distributor or Manager; (c) employment of legal counsel, registrar, transfer
agent, shareholder servicing agent, dividend disbursing agent or custodian
who is, or has a partner, shareholder, officer or director who is, an officer
or Trustee of the Trust or an officer or director of the Distributor or
Manager; and (d) sharing statistical, research, legal and management expenses
and office hire and expenses with any other investment company in which an
officer or Trustee of the Trust or an officer or director of the Distributor
or Manager is an officer or director or otherwise financially interested.
10.3 SECURITIES AND CASH OF THE TRUST TO BE HELD BY CUSTODIAN SUBJECT TO
CERTAIN TERMS AND CONDITIONS.
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(a) All securities and cash owned by the Trust shall be held by or
deposited with one or more banks or trust companies having (according to its
last published report) not less than $5,000,000 aggregate capital, surplus
and undivided profits (any such bank or trust company being hereby designated
as "Custodian"), provided such a Custodian can be found ready and willing to
act; subject to such rules, regulations and orders, if any, as the Securities
and Exchange Commission may adopt, the Trust may, or may permit any Custodian
to, deposit all or any part of the securities owned by the Trust in a system
for the central handling of securities pursuant to which all securities of
any particular class or series of any issue deposited within the system may
be transferred or pledged by bookkeeping entry, without physical delivery.
The Custodian may appoint, subject to the approval of the Trustees, one or
more subcustodians.
(b) The Trust shall enter into a written contract with each Custodian
regarding the powers, duties and compensation of such Custodian with respect
to the cash and securities of the Trust held by such Custodian. Said
contract and all amendments thereto shall be approved by the Trustees.
(c) The Trust shall upon the resignation or inability to serve of any
Custodian or upon change of any Custodian:
(i) in case of such resignation or inability to serve, use its
best efforts to obtain a successor Custodian;
(ii) require that the cash and securities owned by the Trust be
delivered directly to the successor Custodian; and
(iii) in the event that no successor Custodian can be found, submit
to the shareholders, before permitting delivery of the cash
and securities owned by the Trust otherwise than to a
successor Custodian, the question whether the Trust shall be
liquidated or shall function without a Custodian.
10.4 REPORTS TO SHAREHOLDERS. The Trust shall send to each shareholder of record
at least semi-annually a statement of the condition of the Trust and of the
results of its operations, containing all information required by applicable
laws or regulations.
10.5 VALUATION OF ASSETS. In valuing the portfolio investments of the Trust,
securities for which market quotations are readily available shall be valued at
prices which, in the opinion of the Trustees or the person designated by the
Trustees to make the determination, most nearly represent the market value of
such securities, and other securities and assets shall be valued at their fair
value as determined by or pursuant to the direction of the Trustees, which in
the case of debt obligations, commercial paper and repurchase agreements may,
but need not, be on the basis of yields for securities of comparable maturity,
quality and type, or on the basis of amortized cost. Expenses and liabilities of
the Trust shall be accrued each day. Liabilities may include such reserves for
taxes, estimated accrued expenses and contingencies as the Trustees or their
designates may in their sole discretion deem fair and reasonable under the
circumstances. No
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accruals shall be made in respect of taxes on unrealized
appreciation of securities owned unless the Trustees shall otherwise determine.
ARTICLE 11
Shareholders
11.1 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 Chairman of
the Trustees or 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 Chairman of the
Trustees or by the Trustees.
11.2 RECORD DATES. For the purpose of determining the shareholders of any series
or class 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 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 series or class 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.
11.3 PROXIES. The placing of a shareholder's name on a proxy pursuant to
telephone or electronically transmitted instructions obtained pursuant to
procedures reasonably designed to verify that such instructions have been
authorized by such shareholder shall constitute execution of such proxy by or on
behalf of such shareholder.
ARTICLE 12
Amendments to the Bylaws
12.1 GENERAL. Except as otherwise expressly stated herein, these Bylaws may be
amended or repealed, in whole or in part, by a majority of the Trustees then in
office at any meeting of the Trustees, or by one or more writings signed by such
a majority.
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