PUTNAM INVESTMENT GRADE MUNICIPAL TRUST II
Amendment No. 4 to Amended and Restated Bylaws
WHEREAS, Article 13, Section 13.1 of the Bylaws (the "Bylaws") of
Putnam Investment Grade Municipal Trust II (the "Trust") permits the Trustees of
the Trust (the "Trustees") to amend or repeal the Bylaws;
WHEREAS, the Trustees desire to amend the Bylaws by adding a new
article thereto;
NOW, THEREFORE, the Bylaws are hereby amended as follows:
1. The existing ARTICLE 13 shall be redesignated as ARTICLE 14.
2. The content of Exhibit A attached hereto shall be added as new
ARTICLE 13.
This Amendment is effective as of March 9, 2001.
[The remainder of this page intentionally left blank]
Exhibit A
Please see the attached.
ARTICLE 13
Advance Notice of Shareholder Nominees for Trustee and
Proposals to Fix the Number of Trustees
13.1. Advance Notice of Shareholder Nominations of Trustees and
Proposals to Fix the Number of Trustees. Only persons who are nominated in
accordance with the following procedures shall be eligible for election as
Trustees, and no proposal to fix the number of Trustees shall be brought before
a meeting of shareholders or otherwise transacted unless 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) Meetings of Shareholders.
(1) Nominations of persons for election to the Board of
Trustees and proposals to fix the number of Trustees may be made at an
annual meeting of shareholders or at a special meeting of shareholders in
lieu of an annual meeting only (i) pursuant to 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) by or at the direction of the Trustees (or
any duly authorized committee thereof) or the Chairman of the Trustees or
(iii) by any shareholder of the Trust who was a shareholder of record at
the time the notice provided for in this Section 13.1 is delivered to the
Clerk of the Trust, who is entitled to vote at the meeting and who
complies with the notice procedures set forth in subparagraph (2) of this
paragraph (a) of this Section 13.1.
(2) For such nominations or proposals to be properly brought
before a meeting by a shareholder pursuant to clause (iii) 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 shareholder's notice shall contain, at a
minimum, the information set forth in paragraph (c) of this Section 13.1.
(b) Timely Notice.
(1) Annual Meeting. To be timely, a shareholder's notice
required by subparagraph (2) of paragraph (a) of this Section 13.1 in
respect of 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, that with respect to the
annual meeting to be held in the calendar year 2001, notice by the
shareholder in order to be timely must be so received not less than thirty
(30) days prior to such anniversary date; provided further, 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 mailed and the
date on which public announcement of the date of the annual meeting was
first made.
(2) Special Meeting in Lieu of Annual Meeting. To be timely, a
shareholder's notice required by subparagraph (2) of paragraph (a) of this
Section 13.1 in respect of a special meeting in lieu of an annual 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 date on which public announcement was first made of the date
of the special meeting.
(3) General. In no event shall an adjournment or postponement
(or a public announcement thereof) of a meeting of shareholders commence a
new time period (or extend any time period) for the giving of a
shareholder's notice as described in this paragraph (b) of this Section
13.1.
(c) Content of Shareholder's Notice.
(1) Any shareholder's notice required by this Section 13.1
shall set forth as to each person, if any, whom the shareholder proposes
to nominate for election or re-election as a Trustee (i) the person's
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 S-K and
paragraph (b) of Item 22 of Rule 14a-101 (Schedule 14A) under the
Securities Exchange Act of 1934, as amended (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 Investment Company Act of 1940, as amended) 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
of beneficial interest of the Trust owned beneficially or of record by the
person. Any shareholder's 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.
(2) Such shareholder's notice further shall set forth as to
the shareholder giving the notice and the beneficial owner, if any, on
whose behalf the nomination is made (i) the name and address of the
shareholder and such beneficial owner, as they appear on the Trust's
books; (ii) the class or series and number of all shares of beneficial
interest of the Trust owned beneficially and of record by the shareholder
and such beneficial owner; (iii) 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; (iv) a representation
that the shareholder intends to appear in person or by proxy at the
meeting to, as the case may be, (A) nominate each person named in its
notice and (B) make the proposal to fix the number of Trustees as stated
in its notice; and (v) any other information relating to the shareholder
that would be required
-2-
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.
(3) The Trustees may require any proposed nominee to furnish
such other information as they may reasonably require to determine the
eligibility of such proposed nominee to serve as a Trustee.
(d) 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.
-3-