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Report of Independent Registered Public Accounting Firm
To the Trustees and Shareholders of Putnam High Income Securities Fund:
In planning and performing our audit of the financial statements of Putnam High Income Securities Fund (the Fund) as of and for the year ended August 31, 2014, in accordance with the standards of the Public Company Accounting Oversight Board (United States), we considered the Funds internal control over financial reporting, including controls over safeguarding securities, as a basis for designing our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-SAR, but not for the purpose of expressing an opinion on the effectiveness of the Funds internal control over financial reporting. Accordingly, we do not express an opinion on the effectiveness of the Funds internal control over financial reporting.
The management of the Fund is responsible for establishing
and maintaining effective internal control over financial
reporting. In fulfilling this responsibility, estimates and
judgments by management are required to assess the expected
benefits and related costs of controls. A funds internal
control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial
statements for external purposes in accordance with
generally accepted accounting principles. A funds internal
control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the fund;
(2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the fund
are being made only in accordance with authorizations of
management and trustees of the fund; and (3) provide
reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of
a funds assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
A deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Funds annual or interim financial statements will not be prevented or detected on a timely basis.
Our consideration of the Funds internal control over financial reporting was for the limited purpose described in the first paragraph and would not necessarily disclose all deficiencies in internal control over financial reporting that might be material weaknesses under standards established by the Public Company Accounting Oversight Board (United States). However, we noted no deficiencies in the Funds internal control over financial reporting and its operation, including controls over safeguarding securities, that we consider to be material weaknesses as defined above as of August 31, 2014.
This report is intended solely for the information and use of management and the Board of Trustees of Putnam High Income Securities Fund and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties.
/s/ PricewaterhouseCoopers LLP Boston, Massachusetts October 16, 2014 |
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PricewaterhouseCoopers LLP, 125 High Street, Boston, MA 02110
T: (617) 530 5000, F:(617) 530 5001, www.pwc.com/us
AMENDED AND RESTATED BYLAWS
OF
PUTNAM HIGH INCOME SECURITIES FUND,
PUTNAM MASTER INTERMEDIATE INCOME TRUST, AND
PUTNAM PREMIER INCOME TRUST
(Dated as of October 17, 2014)
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 forty-eight hours before the meeting, (ii) by courier at least forty-eight hours before the meeting, (iii) by electronic mail (e-mail), facsimile or other electronic means at least twenty-four hours before the meeting, in each case, addressed to the Trustee at his or her usual or last known business or residence address (or e-mail address, facsimile number or other appropriate address); or (b) 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 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, e-mail, 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, e-mail, facsimile or other electronic means. Copies of such written consents shall be filed with the minutes of the proceedings of the Trustees. Such consents shall be treated for all purposes as a vote taken at a meeting of the Trustees. If in accordance with the provisions of the Declaration of Trust and these Bylaws any action is taken by the Trustees by written consents of less than all of the Trustees, then prompt notice of any such action shall be furnished to each Trustee who did not execute such written consent, provided that the effectiveness of such action shall not be impaired by any delay or failure to furnish such notice.
ARTICLE 3
Officers
3.1 Enumeration; Qualification. The officers of the Trust shall be a President, a Treasurer, a Clerk and such other officers (including Vice President, which shall include the office of Executive Vice President), if any, as the Trustees from time to time may in their discretion elect. The Trust may also have such agents as the Trustees from time to time may in their discretion appoint. In addition, there shall be a Chair of the Trustees, who will be considered an officer of the Trustees and not of the Trust. The Chair of the Trustees shall be a Trustee and may but need not be a Shareholder; and any other officer may but need not be a Trustee or a Shareholder. Any two or more offices may be held by the same person.
3.2 Election. The Chair of the Trustees, the President, the Treasurer and the Clerk shall be elected by the Trustees upon the occurrence of any vacancy in any such office. Other officers, if any, may be elected or appointed by the Trustees at any time. Vacancies in any such other office may be filled at any time.
3.3 Tenure. The Chair of the Trustees, the President, the Treasurer and the Clerk shall hold office in each case until he or she dies, resigns, is removed or becomes disqualified. Each other officer shall hold office, and each agent shall retain authority, at the pleasure of the Trustees. Notwithstanding the foregoing, the tenure of any officer of the Trust who is an employee or officer of the Trusts investment adviser or its affiliates shall automatically terminate contemporaneously with the termination of such persons employment with, or service as officer of, the Trusts investment adviser and all of its affiliates.
3.4 Powers. Subject to the other provisions of these Bylaws, each officer shall have, in addition to the duties and powers set forth in these Bylaws and in the Declaration of Trust, such duties and powers as are commonly incident to the office occupied by him or her as if the Trust were organized as a Massachusetts business corporation and such other duties and powers as the Trustees may from time to time designate.
3.5 Chair. Unless the Trustees otherwise provide, the Chair of the Trustees shall preside at all meetings of the Trustees. The Chair of the Trustees shall have such other duties and powers relating to the operations of the Trustees as the Trustees may from time to time designate, but shall have no individual authority to act for the Trust as an officer of the Trust. The Trustees, including a majority of the Trustees who are not interested persons of the Trust, as that term is defined in the 1940 Act, may appoint one or more persons to perform the duties of the Chair of the Trustees in the event of his or her absence at any meeting or in the event of his or her disability. The Chair of the Trustees shall also have the power to appoint one or more persons to perform the duties of the Chair of the Trustees in the event of his or her absence at any meeting.
3.6 President. Unless the Trustees otherwise provide by vote or otherwise, the President shall be the principal executive officer of the Trust.
3.7 Treasurer. Unless the Trustees otherwise provide by vote or otherwise, the Treasurer shall be the principal financial and accounting officer of the Trust, and shall, subject to the provisions of the Declaration of Trust and to any arrangement made by the Trustees with a custodian, investment adviser, subadviser or manager, or transfer, Shareholder servicing or similar agent, be in charge of the valuable papers, books of account and accounting records of the Trust, and shall have such other duties and powers as may be designated from time to time by the Trustees or by the principal executive officer of the Trust.
3.8 Clerk. The Clerk shall record all proceedings of the Shareholders and the Trustees in books to be kept therefor, which books or a copy thereof shall be kept at the principal office of the Trust. In the absence of the Clerk from any meeting of the Shareholders or Trustees (or a Committee thereof), an Assistant Clerk, or if there be none or if he or she is absent, a temporary Clerk chosen at such meeting by the chair of such meeting, shall record the proceedings thereof in the aforesaid books.
3.9 Resignations and Removals. Any Trustee or officer may resign at any time by written instrument signed by him or her and delivered to the Chair of the Trustees, the President or the Clerk or to a meeting of the Trustees. Such resignation shall be effective upon receipt unless specified to be effective at some other time. The Trustees may remove any officer elected or appointed by them with or without cause. Except to the extent expressly provided in a written agreement with the Trust, no Trustee or officer resigning and no officer removed shall have any right to any compensation for any period following his or her resignation or removal, or any right to damages on account of such removal.
ARTICLE 4
Committees
4.1 Quorum; Voting. Except as provided below or as otherwise specifically provided in the votes or charter constituting a Committee of the Trustees and providing for the conduct of its meetings, a majority of the members of any Committee of the Trustees shall constitute a quorum for the transaction of business (which quorum once validly established cannot be broken by Trustees withdrawing from the meeting), and any action of such a Committee may be taken by a vote of a majority of the members of such Committee (a) present at a meeting of such Committee (a quorum being present), including any meeting held by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other at the same time (participation by such means shall constitute presence in person at a meeting), or (b) evidenced by one or more written consents, including written consents submitted by mail, courier, e-mail, 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 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 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 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 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 non-votes, 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 14a-8 under the Securities Exchange Act of 1934, as amended, or any successor provisions, only matters proposed by the Trustees may be included in the Trusts proxy materials. At all meetings of Shareholders, unless voting is conducted by inspectors, all questions relating to the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided by the chair of the meeting. The chair of the meeting shall determine, in the chairs sole discretion, whether to appoint an inspector for any meeting. Unless otherwise determined by the chair of the meeting, meetings shall not be required to be held in accordance with any rules of parliamentary procedure.
10.4 Record Dates. For the purpose of determining the Shareholders of any class or series of Shares of the Trust who are entitled to vote or act at any meeting or any adjournment thereof, or who are entitled to receive payment of any dividend or of any other distribution, the Trustees (or their designees) may from time to time fix a time, which shall be not more than 90 days before the date of any meeting of Shareholders or more than 60 days before the date of payment of any dividend or of any other distribution, as the record date for determining the Shareholders of such class or series having the right to notice of and to vote at such meeting and any adjournment thereof or the right to receive such dividend or distribution, and in such case only Shareholders of record on such record date shall have such right notwithstanding any transfer of Shares on the books of the Trust after the record date; or without fixing such record date the Trustees may for any such purposes close the register or transfer books for all or part of such period.
10.5 Communications with Shareholders. Any notices, reports, statements or other communications with Shareholders of any kind required under the Declaration of Trust, these Bylaws or applicable law may be sent, delivered or made available in any reasonable manner as may be determined by the Trustees or officers if not otherwise prohibited by applicable law, including, without limitation, by mail, courier, e-mail, facsimile or other electronic means or by posting on a website; and such communications may be sent, delivered or otherwise made available to Shareholders in accordance with householding or other similar rules under which a single copy of such notice or report may be sent to Shareholders who reside at the same address. No communication need be given to any Shareholder who shall have failed to inform the Trust of the Shareholders current address and the Trustees may from time to time adopt, or may authorize the officers or agents of the Trust to adopt, procedures or policies with respect to communications to Shareholders that are returned to the Trust or its agents as undeliverable and similar matters. Any Shareholder may waive receipt of any notice or other communication.
10.6 Proxies. The placing of a Shareholders name on a proxy pursuant to telephone or electronically transmitted instructions (including instructions submitted via the Internet) obtained pursuant to procedures reasonably designed to verify that such instructions have been authorized by such Shareholder shall constitute execution of such proxy by or on behalf of such Shareholder.
ARTICLE 11
11.1 Inspection of Books. The Trustees shall from time to time determine whether and to what extent, at what times and places and under what conditions and regulations any of the accounts and books of the Trust shall be open to the inspection of the Shareholders, and no Shareholder shall have any right to inspect any account or book or document of the Trust except as conferred by law or otherwise by the Trustees or by these Bylaws.
ARTICLE 12
Advance Notice Provisions
12.1 Advance Notice of Shareholder Nominations of Trustees
and Other Shareholder Proposals. 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 12.1.
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.
(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 12.1 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
12, and who complies with the notice procedures set
forth in subparagraph (2) of this paragraph (a) of
this Section 12.1 and the other requirements of this
Article 12. 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 12, 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
12.1, the Shareholder must have given timely notice
thereof in writing to the Clerk of the Trust in
accordance with paragraph (b) of this Section 12.1.
The Shareholders notice shall contain, at a minimum,
the required information set forth in paragraph (c) of
this Section 12.1.
(b) Timely Notice.
(1) Annual Meeting. To be timely, a Shareholders
notice required by subparagraph (2) of paragraph (a)
of this Section 12.1 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 12.1 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 12.1.
(4) Publicly Announced or Disclosed. For purposes
of this Section 12.1, 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 12.1 as to each person, if any, whom the
Shareholder proposes to nominate for election or re-
election 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 S-K and paragraph
(b) of Item 22 of Rule 14a-101 (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 12.1 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 12.1) shall set forth in the Shareholders
notice required by this Section 12.1 (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 12.1 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 12.1, Shares
beneficially owned shall mean all Shares which such
person is deemed to beneficially own pursuant to Rules
13d-3 and 13d-5 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 12.1 in respect of the beneficial owner
of such Shares.
(d) Attendance at Meeting. Notwithstanding the
foregoing provisions of this Article 12, 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 12.1 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 12 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 13
Amendments to the Bylaws
13.1 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.
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44861564_7
PUTNAM HIGH INCOME SECURITIES FUND
MANAGEMENT CONTRACT
This Management Contract is dated as of February
27, 2014 between PUTNAM HIGH INCOME SECURITIES FUND, a
Massachusetts business trust (the Fund), and PUTNAM
INVESTMENT MANAGEMENT, LLC, a Delaware limited liability
company (the Manager).
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 or, in the
case of a Fund that has divided its shares into two or more
series under Section 18(f)(2) of the Investment Company Act
of 1940, as amended (the 1940 Act), each series of the Fund
identified from time to time on Schedule A to this Contract
(each reference in this Contract to a Fund or to the Fund is
also deemed to be a reference to any existing series of the
Fund, as appropriate in the particular context), will
determine what investments will be purchased, held, sold or
exchanged by the Fund and what portion, if any, of the
assets of the Fund will be held uninvested and will, on
behalf of the Fund, make changes in such 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 By-
Laws of the Fund and the stated investment objectives,
policies and restrictions of the Fund, 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 will 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 net asset value of the Fund, 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, will place all orders
for the purchase and sale of portfolio investments for the
Funds 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 will 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 Funds
best interests at all times, will 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 will 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 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
Managers 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 Funds 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 will 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.
(f) Subject to the prior approval of a majority of the
Trustees, including a majority of the Trustees who are not
interested persons and, to the extent required by the 1940
Act and the rules and regulations under the 1940 Act,
subject to any applicable guidance or interpretation of the
Securities and Exchange Commission or its staff, by the
shareholders of the Fund, the Manager may, from time to
time, delegate to a sub-adviser or sub-administrator any of
the Managers duties under this Contract, including the
management of all or a portion of the assets being managed.
In all instances, however, the Manager must oversee the
provision of delegated services, the Manager must bear the
separate costs of employing any sub-adviser or sub-
administrator, and no delegation will relieve the Manager of
any of its obligations under this Contract.
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 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 Managers services rendered, for the facilities furnished
and for the expenses borne by the Manager pursuant to
paragraphs (a), (b), and (c) of Section 1, a fee, based on
the Funds Average Net Assets, computed and paid quarterly at
the annual rates set forth on Schedule B attached to this
Contract, as from time to time amended.
Average Net Assets means the average of the weekly
determinations of the difference between the total assets of
the Fund (including any assets attributable to leverage for
investment purposes) and the total liabilities of the Fund
(excluding liabilities incurred in connection with leverage
for investment purposes), determined at the close of the
last business day of each week, for each week which ends
during the quarter. The fee is payable for each quarter
within 30 days after the close of the quarter. As used in
this Section 3, leverage for investment purposes means any
incurrence of indebtedness the proceeds of which are to be
invested in accordance with the Funds investment objective.
For purposes of calculating Average Net Assets, liabilities
associated with any instruments or transactions used to
leverage the Funds portfolio for investment purposes
(whether or not such instruments or transactions are covered
within the meaning of the 1940 Act and the rules and
regulations thereunder, giving effect to any interpretations
of the Securities and Exchange Commission and its staff) are
not considered liabilities. For purposes of calculating
Average Net Assets, the total assets of the Fund will be
deemed to include (a) any proceeds from the sale or transfer
of an asset (the Underlying Asset) of the Fund to a
counterparty in a reverse repurchase or dollar roll
transaction and (b) the value of such Underlying Asset as of
the relevant measuring date.
In the event that, during any period for which payments
of interest or fees (whether designated as such or implied)
are payable in connection with any indebtedness or other
obligation of the Fund incurred for investment purposes (a
Measurement Period), the amount of interest payments and
fees with respect to such indebtedness or other obligation,
plus additional expenses attributable to any such leverage
for investment purposes for such Measurement Period, exceeds
the portion of the Funds net income and net short-term
capital gains (but not long-term capital gains) accruing
during such Measurement Period as a result of the fact that
such indebtedness or other obligation was outstanding during
the Measurement Period, then the fee payable to the Manager
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 value of all
assets representing leverage for investment purposes by (ii)
the percentage of the Average Net Assets of the Fund which
the fee payable to the Manager during such Measurement
Period pursuant to this Section 3 would constitute without
giving effect to such reduction. The amount of such
reduction attributable to any Measurement Period shall
reduce the amount of the next quarterly payment of the fee
payable pursuant to this Section 3 following the end of such
Measurement Period, and of any subsequent quarterly or more
frequent payments, as may be necessary. The expenses
attributable to leverage for investment purposes and the
portion of the Funds net income and net short-term capital
gains accruing during any Measurement Period as a result of
the fact that leverage for investment purposes was
outstanding during such Measurement Period shall be
determined by the Trustees of the Fund.
The fees payable by the Fund to the Manager pursuant to
this Section 3 will 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 affiliated person of the Manager in
connection with obtaining such payments.
In the event that expenses of the Fund for any fiscal
year 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 will be reduced by the amount of 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 will be reduced, and if necessary, the Manager
will assume expenses of the Fund, to the extent required by
the terms and conditions of such expense limitation.
If the Manager serves for less than the whole of a
quarter, the foregoing compensation will be prorated.
4. ASSIGNMENT TERMINATES THIS CONTRACT; AMENDMENTS OF THIS
CONTRACT.
This Contract will automatically terminate, without the
payment of any penalty, in the event of its assignment,
provided that no delegation of responsibilities by the
Manager pursuant to Section 1(f) will be deemed to
constitute an assignment. No provision of this Contract may
be changed, waived, discharged or terminated orally, but
only by an instrument in writing signed by the party against
which enforcement of the change, waiver, discharge or
termination is sought. No amendment of this Contract is
effective until approved in a manner consistent with the
1940 Act, the rules and regulations under the 1940 Act and
any applicable guidance or interpretation of the Securities
and Exchange Commission or its staff.
5. EFFECTIVE PERIOD AND TERMINATION OF THIS CONTRACT.
This Contract is effective upon its execution and will
remain in full force and effect as to a Fund continuously
thereafter (unless terminated automatically as set forth in
Section 4 or terminated in accordance with the following
paragraph) through June 30, 2014, and will continue in
effect from year to year thereafter so long as its
continuance is approved at least annually by (i) the
Trustees, or the shareholders by the affirmative vote of a
majority of the outstanding shares of the respective Fund,
and (ii) a majority of the Trustees 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.
Either party hereto may at any time terminate this
Contract as to a Fund by not less than 60 days written
notice delivered or mailed by registered mail, postage
prepaid, to the other party. Action with respect to a Fund
may be taken either (i) by vote of a majority of the
Trustees or (ii) by the affirmative vote of a majority of
the outstanding shares of the respective 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 a Fund means the
affirmative vote, at a duly called and held meeting of
shareholders of the respective 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 the meeting, if the
holders of more than 50% of the outstanding shares of the
Fund entitled to vote at the 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 the
meeting, whichever is less.
For the purposes of this Contract, the terms affiliated
person, control, interested person and assignment have their
respective meanings defined in the 1940 Act, subject,
however, to the rules and regulations under the 1940 Act and
any applicable guidance or interpretation of the Securities
and Exchange Commission or its staff; the term approve at
least annually will be construed in a manner consistent with
the 1940 Act and the rules and regulations under the 1940
Act and any applicable guidance or interpretation of the
Securities and Exchange Commission or its staff; and the
term brokerage and research services has the meaning given
in the Securities Exchange Act of 1934 and the rules and
regulations under the Securities Exchange Act of 1934 and
under any applicable guidance or interpretation of the
Securities and Exchange Commission or its staff.
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, OFFICERS, AND
SHAREHOLDERS.
A copy of the Agreement and Declaration of Trust of the
Fund is on file with the Secretary 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
or arising out of this instrument are not binding upon any
of the Trustees, officers or shareholders individually but
are binding only upon the assets and property of the
respective Fund.
IN WITNESS WHEREOF, PUTNAM HIGH INCOME SECURITIES FUND and PUTNAM INVESTMENT MANAGEMENT, LLC have each caused this instrument to be signed on its behalf by its President or a Vice President thereunto duly authorized, all as of the day and year first above written.
PUTNAM HIGH INCOME SECURITIES FUND
By: /s/ Jonathan S. Horwitz
Jonathan S. Horwitz
Executive Vice President,
Principal Executive Officer,
and Compliance Liaison
|
PUTNAM INVESTMENT MANAGEMENT, LLC
By: /s/ James P. Pappas
James P. Pappas
Director of Trustee Relations
and Authorized Person
|
Schedule A
Not applicable
Schedule B
0.70% of the first $500 million of Average Net Assets;
0.60% of the next $500 million of Average Net Assets;
0.55% of the next $500 million of Average Net Assets;
0.50% of the next $5 billion of Average Net Assets;
0.475% of the next $5 billion of Average Net Assets;
0.455% of the next $5 billion of Average Net Assets;
0.44% of the next $5 billion of Average Net Assets;
0.43% of the next $5 billion of Average Net Assets;
0.42% of the next $5 billion of Average Net Assets;
0.41% of the next $5 billion of Average Net Assets;
0.40% of the next $5 billion of Average Net Assets;
0.39% of the next $5 billion of Average Net Assets;
0.38% of the next $8.5 billion of Average Net Assets; and
0.37% of any excess thereafter.
1
41454181_2
41454181_2
41454181_2
41454181_2
41454181_2
Putnam High Income Securities Fund, August 31, 2014, annual report
85B
Additional Information About Errors and Omissions Policy
While no claims with respect to the Registrant/Series were filed under such policy during the period, requests under such policy for reimbursement of legal expenses and costs arising out of claims of market timing activity in the Putnam Funds have been submitted by the investment manager of the Registrant/Series.
PUTNAM FUNDS
SUB-MANAGEMENT CONTRACT
This Sub-Management Contract is dated as of February 27, 2014
between PUTNAM INVESTMENT MANAGEMENT, LLC, a Delaware limited
liability company (the Manager) and PUTNAM INVESTMENTS LIMITED, a
company organized under the laws of England and Wales (the Sub-
Manager).
WHEREAS, the Manager is the investment manager of each of the
investment companies registered under the United States Investment
Company Act of 1940, as amended, that are identified on Schedule A
hereto, as it may from time to time be amended by the Manager (the
Funds), and a registered investment adviser under the United
States Investment Advisers Act of 1940, as amended;
WHEREAS, the Sub-Manager is licensed as an investment manager
by the Financial Conduct Authority of the United Kingdom (the
FCA); and
WHEREAS, the Manager desires to engage the Sub-Manager from
time to time to manage a portion of certain of the Funds:
NOW THEREFORE, in consideration of the mutual covenants
herein contained, it is agreed as follows:
1. SERVICES TO BE RENDERED BY SUB-MANAGER.
(a) The Sub-Manager, at its expense, will furnish
continuously an investment program for that portion of any Fund
the management of which is allocated from time to time by the
Manager to the Sub-Manager (an Allocated Sleeve). The Manager
shall, in its sole discretion, determine which Funds will have an
Allocated Sleeve and the amount of assets allocated from time to
time to each such Allocated Sleeve; provided that, with respect to
any Fund, the Trustees of such Fund must have approved the use of
the Sub-Manager prior to the creation of an Allocated Sleeve for
such Fund. The Sub-Manager will determine what investments shall
be purchased, held, sold or exchanged by any Allocated Sleeve and
what portion, if any, of the assets of the Allocated Sleeve shall
be held uninvested and shall, on behalf of the Fund, make changes
in the Funds investments held in such Allocated Sleeve.
(b) The Manager may also, at its discretion, request the
Sub-Manager to provide assistance with purchasing and selling
securities for any Fund, including the placement of orders with
broker-dealers selected in accordance with Section 1(d), even if
the Manager has not established an Allocated Sleeve for such Fund.
(c) The Sub-Manager at its expense will furnish all
necessary investment and management facilities, including salaries
of personnel, required for it to execute its duties faithfully.
(d) The Sub-Manager shall place all orders for the purchase
and sale of portfolio investments for any Allocated Sleeve with
brokers or dealers selected by the Sub-Manager. In the selection
of such brokers or dealers and the placing of such orders, the
Sub-Manager shall use its best efforts to obtain for the related
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 Sub-Manager, bearing in mind the
Funds 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
Funds may determine, the Sub-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 a Fund
to pay a broker or dealer that provides brokerage and research
services to the Manager or the Sub-Manager an amount of commission
for effecting a portfolio investment transaction in excess of the
amount of commission another broker or dealer would have charged
for effecting that transaction, if the Sub-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 its overall responsibilities with
respect to the Fund and to other clients of the Manager or the
Sub-Manager as to which the Manager or the Sub-Manager exercises
investment discretion. The Sub-Manager agrees that in connection
with purchases or sales of portfolio investments for any Fund,
neither the Sub-Manager nor any officer, director, employee or
agent of the Sub-Manager shall act as a principal or receive any
commission other than as provided in Section 3.
(e) The Sub-Manager shall not be obligated to pay any
expenses of or for the Manager or any Fund not expressly assumed
by the Sub-Manager pursuant to this Section 1.
(f) In the performance of its duties, the Sub-Manager will
comply with the provisions of the Agreement and Declaration of
Trust and By-Laws of each applicable Fund and such Funds stated
investment objectives, policies and restrictions, and will use its
best efforts to safeguard and promote the welfare of such Fund and
to comply with other policies which the Manager or the Trustees
may from time to time determine and shall exercise the same care
and diligence expected of the Manager.
2. OTHER AGREEMENTS, ETC.
It is understood that any of the shareholders, Trustees,
officers and employees of a Fund may be a shareholder, director,
officer or employee of, or be otherwise interested in, the Sub-
Manager, and in any person controlled by or under common control
with the Sub-Manager, and that the Sub-Manager and any person
controlled by or under common control with the Sub-Manager may
have an interest in such Fund. It is also understood that the Sub-
Manager and any person controlled by or under common control with
the Sub-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.
Except as provided below, the Manager will pay to the Sub-
Manager as compensation for the Sub-Managers services rendered, a
fee, computed and paid quarterly at the annual rate of 0.35% per
annum of average aggregate net asset value of the assets in equity
and asset allocation Allocated Sleeves and 0.40% per annum of
average aggregate net asset value of the assets in fixed income
Allocated Sleeves, except for fixed income Allocated Sleeves in
certain fixed income Funds enumerated as follows (with the per
annum fee provided in parentheses): Putnam Money Market Liquidity
Fund (0.20%), Putnam Short Term Investment Fund (0.20%), Putnam
Money Market Fund (0.25%), Putnam Tax Exempt Money Market Fund
(0.25%), Putnam VT Money Market Fund (0.25%), Putnam Short
Duration Income Fund (0.25%), Putnam Short-Term Municipal Income
Fund (0.25%), Putnam American Government Income Fund (0.25%),
Putnam Income Fund (0.25%), Putnam U.S. Government Income Trust
(0.25%), Putnam VT American Government Income Fund (0.25%), and
Putnam VT Income Fund (0.25%).
Such average net asset value shall be determined by taking an
average of all of the determinations of such net asset value
during a quarter at the close of business on each business day
during such quarter while this Contract is in effect. Such fee
shall be payable for each quarter within 30 days after the close
of such quarter. The Sub-Manager shall look only to the Manager
for payment of its fees. No Fund shall have any responsibility for
paying any fees due the Sub-Manager.
With respect to each of Putnam High Income Securities Fund,
Putnam Master Intermediate Income Trust and Putnam Premier Income
Trust, the Manager will pay to the Sub-Manager as compensation for
the Sub-Managers services rendered, a fee, computed and paid
quarterly at the annual rate of 0.40% of Average Weekly Assets in
Allocated Sleeves. Average Weekly Assets means the average of the
weekly determinations of the difference between the total assets
of the Fund (including any assets attributable to leverage for
investment purposes) attributable to an Allocated Sleeve and the
total liabilities of the Fund (excluding liabilities incurred in
connection with leverage for investment purposes) attributable to
such Allocated Sleeve, determined at the close of the last
business day of each week, for each week which ends during the
quarter. Such fee shall be payable for each quarter within 30 days
after the close of such quarter. As used in this Section 3,
leverage for investment purposes means any incurrence of
indebtedness the proceeds of which are to be invested in
accordance with the Funds investment objective. For purposes of
calculating Average Weekly Assets, liabilities associated with any
instruments or transactions used to leverage the Funds portfolio
for investment purposes (whether or not such instruments or
transactions are covered within the meaning of the Investment
Company Act of 1940 and the rules and regulations thereunder,
giving effect to any interpretations of the Securities and
Exchange Commission and its staff) are not considered liabilities.
For purposes of calculating Average Weekly Assets, the total
assets of the Fund will be deemed to include (a) any proceeds from
the sale or transfer of an asset (the Underlying Asset) of the
Fund to a counterparty in a reverse repurchase or dollar roll
transaction and (b) the value of such Underlying Asset as of the
relevant measuring date.
In the event that the Managers management fee from any of
Putnam High Income Securities Fund, Putnam Master Intermediate
Income Trust or Putnam Premier Income Trust is reduced pursuant to
the investment management contract between such Fund and the
Manager because during any Measurement Period (as defined below)
the amount of interest payments and fees with respect to
indebtedness or other obligation of the Fund incurred for
investment leverage purposes, plus additional expenses
attributable to any such leverage for investment purposes, exceeds
the portion of the Funds net income and net short-term capital
gains (but not long-term capital gains) accruing during such
Measurement Period as a result of the fact that such indebtedness
or other obligation was outstanding during the Measurement Period,
the fee payable to the Sub-Manager with respect to such Fund
shall be reduced in the same proportion as the fee paid to the
Manager with respect to such Fund is so reduced. Measurement
Period shall be any period for which payments of interest or fees
(whether designated as such or implied) are payable in connection
with any indebtedness or other obligation of the Fund incurred for
investment purposes.
If the Sub-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 with respect to any Allocated Sleeve
unless such amendment be approved at a meeting 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 related Fund who
are not interested persons of such 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 or, with respect to any Allocated
Sleeve, the related Fund 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) With respect to any Allocated Sleeve, if (i) the
Trustees of the related Fund or the shareholders by the
affirmative vote of a majority of the outstanding shares of such
Fund, and (ii) a majority of the Trustees of such Fund who are not
interested persons of such 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 the
anniversary of its execution, or upon the expiration of one year
from the effective date of the last such continuance, whichever is
later, or
(c) With respect to any Allocated Sleeve, automatically upon
termination of the Managers investment management contract with
the related Fund.
Action by a 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 such 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 a Fund means the affirmative
vote, at a duly called and held meeting of shareholders of such
Fund, (a) of the holders of 67% or more of the shares of such 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 such 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 such Fund entitled to vote at such meeting,
whichever is less.
For the purposes of this Contract, the terms affiliated
person, control, interested person and assignment shall have their
respective meanings defined in the United States Investment
Company Act of 1940 and the Rules and Regulations thereunder (the
1940 Act), 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 1940 Act, and the Rules and Regulations
thereunder; and the term brokerage and research services shall
have the meaning given in the United States Securities Exchange
Act of 1934 and the Rules and Regulations thereunder.
7. NON-LIABILITY OF SUB-MANAGER.
In the absence of willful misfeasance, bad faith or gross
negligence on the part of the Sub-Manager, or reckless disregard
of its obligations and duties hereunder, the Sub-Manager shall not
be subject to any liability to the Manager, any Fund or to any
shareholder of any Fund, for any act or omission in the course of,
or connected with, rendering services hereunder.
8. ADDITIONAL PROVISIONS.
(a) The Sub-Manager represents that it is regulated by the
FCA in the conduct of its investment business. The Sub-Manager has
in operation a written procedure in accordance with FCA rules for
the effective consideration and proper handling of complaints from
customers. Any complaint by the Manager or any Fund should be sent
to the Compliance Officer of the Sub-Manager. The Manager and any
Fund is also entitled to make any complaints about the Sub-Manager
to the Financial Ombudsman Service established by the FCA. The
Manager and any Fund may also request a statement describing its
rights to compensation in the event of the Sub-Managers inability
to meet its liabilities.
(b) The Manager represents that it and each Fund are
Professional Customers in the meaning of the FCAs rules.
(c) Although each Fund is not a party hereto and shall have
no responsibility for the Managers or the Sub-Managers obligations
hereunder, each Fund is named as explicit third party beneficiary
of the parties agreements hereunder.
IN WITNESS WHEREOF, PUTNAM INVESTMENTS LIMITED and PUTNAM INVESTMENT MANAGEMENT, LLC have each caused this instrument to be signed in duplicate on its behalf by an officer duly authorized, all as of the day and year first above written.
PUTNAM INVESTMENTS LIMITED
By:
_/s/ Simon Davis________ |
PUTNAM INVESTMENT MANAGEMENT, LLC
By:
/s/ James P. Pappas____________ James P. Pappas Director of Trustee Relations and Authorized Person |
Schedule A
Putnam Absolute Return 100 Fund
Putnam Absolute Return 300 Fund
Putnam Absolute Return 500 Fund
Putnam Absolute Return 700 Fund
Putnam American Government Income Fund
Putnam AMT-Free Municipal Fund
Putnam Arizona Tax Exempt Income Fund
Putnam Asia Pacific Equity Fund
Putnam California Tax Exempt Income Fund
Putnam Capital Spectrum Fund
Putnam Capital Opportunities Fund
Putnam Convertible Securities Fund
Putnam Diversified Income Trust
Putnam Dynamic Asset Allocation Balanced Fund
Putnam Dynamic Asset Allocation Conservative Fund
Putnam Dynamic Asset Allocation Equity Fund
Putnam Dynamic Asset Allocation Growth Fund
Putnam Dynamic Risk Allocation Fund
Putnam Equity Income Fund
Putnam Emerging Markets Equity Fund
Putnam Emerging Markets Income Fund
Putnam Europe Equity Fund
Putnam Equity Spectrum Fund
Putnam Floating Rate Income Fund
The George Putnam Fund of Boston d/b/a George Putnam Balanced
Fund
Putnam Global Consumer Fund
Putnam Global Dividend Fund
Putnam Global Energy Fund
Putnam Global Equity Fund
Putnam Global Financials Fund
Putnam Global Health Care Fund
Putnam Global Income Trust
Putnam Global Industrials Fund
Putnam Global Natural Resources Fund
Putnam Global Sector Fund
Putnam Global Technology Fund
Putnam Global Telecommunications Fund
Putnam Global Utilities Fund
The Putnam Fund for Growth and Income
Putnam Growth Opportunities Fund
Putnam High Income Securities Fund
Putnam High Yield Advantage Fund
Putnam High Yield Trust
Putnam Income Fund
Putnam Intermediate-Term Municipal Income Fund
Putnam International Capital Opportunities Fund
Putnam International Equity Fund
Putnam International Value Fund
Putnam International Growth Fund
Putnam Investors Fund
Putnam Low Volatility Equity Fund
Putnam Managed Municipal Income Trust
Putnam Massachusetts Tax Exempt Income Fund
Putnam Master Intermediate Income Trust
Putnam Michigan Tax Exempt Income Fund
Putnam Minnesota Tax Exempt Income Fund
Putnam Money Market Fund
Putnam Money Market Liquidity Fund
Putnam Mortgage Recovery Fund
Putnam Multi-Cap Core Fund
Putnam Multi-Cap Growth Fund
Putnam Multi-Cap Value Fund
Putnam Municipal Opportunities Trust
Putnam New Jersey Tax Exempt Income Fund
Putnam New York Tax Exempt Income Fund
Putnam Ohio Tax Exempt Income Fund
Putnam Pennsylvania Tax Exempt Income Fund
Putnam Premier Income Trust
Putnam Research Fund
Putnam Retirement Income Fund Lifestyle 1
Putnam Retirement Income Fund Lifestyle 2
Putnam Retirement Income Fund Lifestyle 3
Putnam RetirementReady 2055 Fund
Putnam RetirementReady 2050 Fund
Putnam RetirementReady 2045 Fund
Putnam RetirementReady 2040 Fund
Putnam RetirementReady 2035 Fund
Putnam RetirementReady 2030 Fund
Putnam RetirementReady 2025 Fund
Putnam RetirementReady 2020 Fund
Putnam RetirementReady 2015 Fund
Putnam Short Duration Income Fund (effective March 7, 2014)
Putnam Short Term Investment Fund
Putnam Short-Term Municipal Income Fund
Putnam Small Cap Growth Fund
Putnam Small Cap Value Fund
Putnam Strategic Volatility Equity Fund
Putnam Tax Exempt Income Fund
Putnam Tax Exempt Money Market Fund
Putnam Tax-Free High Yield Fund
Putnam U.S. Government Income Trust
Putnam Voyager Fund
Putnam VT Absolute Return 500 Fund
Putnam VT American Government Income Fund
Putnam VT Capital Opportunities Fund
Putnam VT Diversified Income Fund
Putnam VT Equity Income Fund
Putnam VT George Putnam Balanced Fund
Putnam VT Global Asset Allocation Fund
Putnam VT Global Equity Fund
Putnam VT Global Health Care Fund
Putnam VT Global Utilities Fund
Putnam VT Growth and Income Fund
Putnam VT Growth Opportunities Fund
Putnam VT High Yield Fund
Putnam VT Income Fund
Putnam VT International Equity Fund
Putnam VT International Value Fund
Putnam VT International Growth Fund
Putnam VT Investors Fund
Putnam VT Money Market Fund
Putnam VT Multi-Cap Growth Fund
Putnam VT Multi-Cap Value Fund
Putnam VT Research Fund
Putnam VT Small Cap Value Fund
Putnam VT Voyager Fund
PUTNAM INVESTMENTS LIMITED
By:
/s/ Simon Davis_____ |
PUTNAM INVESTMENT MANAGEMENT, LLC
By:
/s/ James P. Pappas__ James P. Pappas Director of Trustee Relations and Authorized Person |
41565232_2
41565232_2
Schedule A
(continued)
41565232_2
41565232_2
Shareholder Meeting Results (Unaudited)
February 27, 2014 special meeting
A proposal to approve a new management contract between the fund and Putnam Management was approved as follows:
Votes for Votes against Abstentions Broker non-votes 7,400,519 573,306 317,543 0
April 25, 2014 special meeting
At the meeting, a proposal to fix the number of Trustees at 14 was approved as follows:
Votes for Votes against Abstentions Broker non-votes 13,485,077 727,811 285,810 0
At the meeting, each of the nominees for Trustees was elected as follows:
Votes for Votes withheld
Liaquat Ahamed 13,516,464 982,241
Ravi Akhoury 13,520,203 978,502
Barbara M. Baumann 13,515,128 983,577
Jameson A. Baxter 13,516,573 982,131
Charles B. Curtis 13,541,372 957,332
Robert J. Darretta 13,554,574 944,130
Katinka Domotorffy 13,529,473 969,232
John A. Hill 13,521,047 977,657
Paul L. Joskow 13,525,762 972,942
Kenneth R. Leibler 13,559,856 938,848
Robert E. Patterson 13,540,674 958,030
George Putnam, III 13,562,988 935,716
Robert L. Reynolds 13,545,959 952,745
W. Thomas Stephens 13,503,902 994,803
|
A proposal to convert the fund to an open-end investment company was not approved, as follows:
Votes for Votes against Abstentions Broker non-votes 1,539,482 5,924,874 329,608 0
June 24, 2014 special meeting
At the meeting, a proposal to authorize the Trustees to amend and restate the funds Agreement and Declaration of Trust to revise the quorum requirement for shareholder meetings, with respect to which the April 25, 2014 meeting had been adjourned, was approved as follows:
Votes for Votes against Abstentions Broker non-votes 8,162,915 1,963,335 482,303 0
At the meeting, a proposal to authorize the Trustees to amend and restate the funds Agreement and Declaration of Trust to make other changes, with respect to which the April 25, 2014 meeting had been adjourned, was approved as follows:
Votes for Votes against Abstentions Broker non-votes 8,510,425 1,556,883 541,241 0
At the meeting, a proposal to authorize the Trustees to amend the funds Agreement and Declaration of Trust to eliminate certain mandatory shareholder votes on converting the fund to an open-ended investment company, with respect to which the April 25, 2014 meeting had been adjourned, was not approved as follows:
Votes for Votes against Abstentions Broker non-votes 7,406,997 2,671,360 530,193 0
All tabulations are rounded to the nearest whole number.
PUTNAM HIGH INCOME SECURITIES FUND
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
This AMENDED AND RESTATED AGREEMENT AND DECLARATION OF
TRUST made at Boston, Massachusetts, on this 19th day of
September, 2014, hereby amends and restates in its entirety the
Agreement and Declaration of Trust dated January 24, 2014, as
heretofore amended, by the Trustees hereunder and by the holders
of shares of beneficial interest issued hereunder as hereinafter
provided.
WITNESSETH that
WHEREAS, this Trust has been formed to carry on the
business of an investment company; and
WHEREAS, the Trustees have agreed to manage all property
coming into their hands as trustees of a Massachusetts voluntary
association with transferable shares in accordance with the
provisions hereinafter set forth;
NOW, THEREFORE, the Trustees hereby declare that they will
hold all cash, securities and other assets, which they may from
time to time acquire in any manner as Trustees hereunder, IN
TRUST to manage and dispose of the same upon the following terms
and conditions for the benefit of the holders from time to time
of Shares in this Trust as hereinafter set forth.
ARTICLE I
Name and Definitions
Name
Section 1. This Trust shall be known as Putnam High Income
Securities Fund and the Trustees shall conduct the business of
the Trust under that name or any other name as they may from
time to time determine.
Definitions
Section 2. Whenever used herein, unless otherwise required
by the context or specifically provided:
(a) The Trust refers to the Massachusetts business trust
established by this Agreement and Declaration of Trust, as
amended from time to time;
(b) Trustees refers to the Trustees of the Trust elected
in accordance with Article IV;
(c) Shares means the equal proportionate transferable
units of interest into which the beneficial interest in the
Trust shall be divided from time to time;
(d) Shareholder means a record owner of Shares;
(e) The 1940 Act refers to the Investment Company Act of
1940 and the Rules and Regulations thereunder, all as
amended from time to time;
(f) The terms Affiliated Person, Assignment, Commission,
Interested Person, Principal Underwriter and Majority
Shareholder Vote (the 67% or 50% requirement of the third
sentence of Section 2(a)(42) of the 1940 Act, whichever may
be applicable) shall have the meanings given them in the
1940 Act (as modified by any applicable exemptive order
issued thereunder by the Securities and Exchange
Commission);
(g) Declaration of Trust shall mean this Agreement and
Declaration of Trust as amended or restated from time to
time; and
(h) Bylaws shall mean the Bylaws of the Trust as amended
or restated from time to time.
ARTICLE II
Purpose of Trust
The purpose of the Trust is to provide investors a managed
investment primarily in securities, debt instruments and other
instruments and rights of a financial character.
ARTICLE III
Shares
Division of Beneficial Interest
Section 1. The number of Shares authorized shall be
unlimited except as the Bylaws may otherwise provide. The
beneficial interest in the Trust shall at all times be divided
into Shares, without par value unless otherwise determined by
the Trustees, each of which shall represent an equal
proportionate interest in the Trust with each other Share, none
having priority or preference over another. The Trustees may,
without Shareholder approval, from time to time divide or
combine the Shares into a greater or lesser number without
thereby changing the proportionate beneficial interests in the
Trust.
Ownership of Shares
Section 2. The ownership of Shares shall be recorded on the
books of the Trust or a transfer or similar agent. No
certificates certifying the ownership of Shares shall be issued
except as the Trustees may otherwise determine from time to
time. The Trustees may make such rules as they consider
appropriate for the issuance of Share certificates, the
retirement of Share certificates, the transfer of Shares and
similar matters. The record books of the Trust as kept by the
Trust or any transfer or similar agent, as the case may be,
shall be conclusive as to who are the Shareholders and as to the
number of Shares held from time to time by each Shareholder.
Investment in the Trust
Section 3. The Trustees shall accept investments in the
Trust from such persons and on such terms and for such
consideration, which may consist of cash or tangible or
intangible property or a combination thereof, as they or the
Bylaws from time to time authorize.
No Preemptive Rights
Section 4. Shareholders shall have no preemptive or other
right to subscribe to any additional Shares or other securities
issued by the Trust.
Status of Shares and Limitation of Personal Liability
Section 5. Shares shall be deemed to be personal property
giving only the rights provided in this Declaration of Trust or
the Bylaws. Every Shareholder by virtue of having become a
Shareholder shall be held to have expressly assented and agreed
to the terms of this Declaration of Trust and the Bylaws and to
have become a party hereto and thereto. The death of a
Shareholder during the continuance of the Trust shall not
operate to terminate the same nor entitle the representative of
any deceased Shareholder to an accounting or to take any action
in court or elsewhere against the Trust or the Trustees, but
only to the rights of said decedent under this Trust. Ownership
of Shares shall not entitle the Shareholder to any title in or
to the whole or any part of the Trust property or right to call
for a partition or division of the same or for an accounting,
nor shall the ownership of Shares constitute the Shareholders
partners. Neither the Trust nor the Trustees, nor any officer,
employee or agent of the Trust shall have any power to bind
personally any Shareholder, nor except as specifically provided
herein to call upon any Shareholder for the payment of any sum
of money or assessment whatsoever other than such as the
Shareholder may at any time personally agree to pay.
Derivative Actions
Section 6. No Shareholder shall have the right to bring or
maintain any court action, proceeding or claim on behalf of the
Trust without first making demand on the Trustees requesting the
Trustees to bring or maintain such action, proceeding or claim.
Such demand shall be mailed to the Clerk of the Trust at the
Trusts principal office and shall set forth in reasonable detail
the nature of the proposed court action, proceeding or claim and
the essential facts relied upon by the Shareholder to support
the allegations made in the demand. The Trustees may determine
whether the bringing or maintenance of any such action,
proceeding or claim is in the best interests of the Trust or,
alternatively, in their sole discretion, may submit the matter
to a vote of the Shareholders of the Trust. Any such
determination made by the Trustees in good faith shall be
binding on all Shareholders.
Exclusive Selection of Forum for Certain Shareholder Actions
Section 7. Any action brought by a Shareholder seeking to
enforce any right or privilege of Shareholders under this
Declaration of Trust, challenging the powers of the Trustees
thereunder, alleging a breach of fiduciary duty by any Trustee
or officer of the Trust or otherwise involving primarily the
internal affairs of the Trust may be brought only in the courts
of The Commonwealth of Massachusetts.
ARTICLE IV
The Trustees
Election
Section 1. In each year beginning in 1988, at the annual
meeting of Shareholders or at any special meeting held in lieu
thereof, or at any special meeting held before 1988, the
Shareholders shall fix the number of and elect a Board of not
less than three Trustees, each of whom shall serve until the
next annual meeting or special meeting in lieu thereof and until
the election and qualification of his or her successor, or until
he or she sooner dies, resigns or is removed. The initial
Trustees, each of whom shall serve until the first meeting of
Shareholders at which Trustees are elected and until his or her
successor is elected and qualified, or until he or she sooner
dies, resigns or is removed, shall be George Putnam and Alla
O Brien and such other persons as the Trustee or Trustees then
in office shall, prior to any sale of Shares pursuant to a
public offering, appoint.
Removal
Section 2. A Trustee may be removed (i) by vote of the
holders of two-thirds of the outstanding Shares at a meeting
called for the purpose or (ii) by vote of two-thirds of the
Trustees.
Effect of Death, Resignation, etc. of a Trustee
Section 3. The death, declination, resignation, retirement,
removal or incapacity of the Trustees, or any one of them, shall
not operate to annul the Trust or to revoke any existing agency
created pursuant to the terms of this Declaration of Trust.
Powers
Section 4. Subject to the provisions of this Declaration of
Trust, the business of the Trust shall be managed by the
Trustees, and they shall have all powers necessary or convenient
to carry out that responsibility. Without limiting the
foregoing, the Trustees may adopt Bylaws not inconsistent with
this Declaration of Trust providing for the conduct of the
business of the Trust and may amend and repeal them to the
extent that such Bylaws do not reserve that right to the
Shareholders; they may fill vacancies in or add to their number,
and may elect and remove such officers and appoint and terminate
such agents as they consider appropriate; they may appoint from
their own number, and terminate, any one or more committees
consisting of two or more Trustees, including an executive
committee which may, when the Trustees are not in session,
exercise some or all of the power and authority of the Trustees
as the Trustees may determine; they may employ one or more
custodians of the assets of the Trust and may authorize such
custodians to employ subcustodians and to deposit all or any
part of such assets in a system or systems for the central
handling of securities, retain a transfer agent or a Shareholder
servicing agent, or both, provide for the distribution of Shares
by the Trust, through one or more principal underwriters or
otherwise, set record dates for the determination of
Shareholders with respect to various matters, and in general
delegate such authority as they consider desirable to any
officer of the Trust, to any committee of the Trustees and to
any agent or employee of the Trust or to any such custodian or
underwriter.
Without limiting the foregoing, the Trustees shall have
power and authority:
(a) To invest and reinvest cash, and to hold cash
uninvested;
(b) To sell, exchange, lend, pledge, mortgage,
hypothecate, write options on and lease any or all of
the assets of the Trust except as otherwise provided
in Article IX, Section 5;
(c) To vote or give assent, or exercise any rights of
ownership, with respect to stock or other securities
or property; and to execute and deliver proxies or
powers of attorney to such person or persons as the
Trustees shall deem proper, granting to such person or
persons such power and discretion with relation to
securities or property as the Trustees shall deem
proper;
(d) To exercise powers and rights of subscription or
otherwise which in any manner arise out of ownership
of securities;
(e) To hold any security or property in a form not
indicating any trust, whether in bearer, unregistered
or other negotiable form, or in the name of the
Trustees or of the Trust or in the name of a
custodian, subcustodian or other depositary or a
nominee or nominees or otherwise;
(f) To consent to or participate in any plan for the
reorganization, consolidation or merger of any
corporation or issuer, any security of which is or was
held in the Trust; to consent to any contract, lease,
mortgage, purchase or sale of property by such
corporation or issuer, and to pay calls or
subscriptions with respect to any security held in the
Trust;
(g) To join other security holders in acting through a
committee, depositary, voting trustee or otherwise,
and in that connection to deposit any security with,
or transfer any security to, any such committee,
depositary or trustee, and to delegate to them such
power and authority with relation to any security
(whether or not so deposited or transferred) as the
Trustees shall deem proper, and to agree to pay, and
to pay, such portion of the expenses and compensation
of such committee, depositary or trustee as the
Trustees shall deem proper;
(h) To compromise, arbitrate or otherwise adjust claims in
favor of or against the Trust or any matter in
controversy, including but not limited to claims for
taxes;
(i) To enter into joint ventures, general or limited
partnerships and any other combinations or
associations;
(j) To borrow funds;
(k) To endorse or guarantee the payment of any notes or
other obligations of any person; to make contracts of
guaranty or suretyship, or otherwise assume liability
for payment thereof; and to mortgage and pledge the
Trust property or any part thereof to secure any of or
all such obligations;
(l) To purchase and pay for entirely out of Trust property
such insurance as they may deem necessary or
appropriate for the conduct of the business, including
without limitation, insurance policies insuring the
assets of the Trust and payment of distributions and
principal on its portfolio investments, and insurance
policies insuring the Shareholders, Trustees,
officers, employees, agents, investment advisers or
managers, principal underwriters, or independent
contractors of the Trust individually against all
claims and liabilities of every nature arising by
reason of holding, being or having held any such
office or position, or by reason of any action alleged
to have been taken or omitted by any such person as
Shareholder, Trustee, officer, employee, agent,
investment adviser or manager, principal underwriter,
or independent contractor, including any action taken
or omitted that may be determined to constitute
negligence, whether or not the Trust would have the
power to indemnify such person against such liability;
(m) To pay pensions for faithful service, as deemed
appropriate by the Trustees, and to adopt, establish
and carry out pension, profit-sharing, share bonus,
share purchase, savings, thrift and other retirement,
incentive and benefit plans, trusts and provisions,
including the purchasing of life insurance and annuity
contracts as a means of providing such retirement and
other benefits, for any or all of the Trustees,
officers, employees and agents of the Trust; and
(n) To purchase or otherwise acquire Shares.
The Trustees shall not in any way be bound or limited by
any present or future law or custom in regard to investments by
trustees. Except as otherwise provided herein or from time to
time in the Bylaws, any action to be taken by the Trustees may
be taken by a majority of the Trustees present at a meeting of
the Trustees (a quorum being present), within or without
Massachusetts, 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, or by written
consents of a majority of the Trustees then in office.
Payment of Expenses by Trust
Section 5. The Trustees are authorized to pay or to cause to
be paid out of the assets of the Trust, all expenses, fees,
charges, taxes and liabilities incurred or arising in connection
with the Trust, or in connection with the management thereof,
including, but not limited to, the Trustees compensation and
such expenses and charges for the services of the Trusts
officers, employees, investment adviser or manager, principal
underwriter, auditor, counsel, custodian, transfer agent,
Shareholder servicing agent, and such other agents or
independent contractors and such other expenses and charges as
the Trustees may deem necessary or proper to incur.
Ownership of Assets of the Trust
Section 6. Title to all of the assets of the Trust shall at
all times be considered as vested in the Trustees.
Advisory, Management and Distribution
Section 7. Subject to a favorable Majority Shareholder Vote
to the extent required by applicable law, the Trustees may, at
any time and from time to time, contract for exclusive or
nonexclusive advisory and/or management services with any
corporation, trust, association or other organization (the
Manager), every such contract to comply with such requirements
and restrictions as may be set forth in the Bylaws; and any such
contract may contain such other terms interpretive of or in
addition to said requirements and restrictions as the Trustees
may determine, including, without limitation, authority to
determine from time to time what investments shall be purchased,
held, sold or exchanged and what portion, if any, of the assets
of the Trust shall be held uninvested and to make changes in the
Trusts investments. The Trustees may also, at any time and from
time to time, contract with the Manager or any other
corporation, trust, association or other organization,
appointing it exclusive or nonexclusive distributor or principal
underwriter for the Shares, every such contract to comply with
such requirements and restrictions as may be set forth in the
Bylaws; and any such contract may contain such other terms
interpretive of or in addition to said requirements and
restrictions as the Trustees may determine.
The fact that:
(i) any of the Shareholders, Trustees or officers of the
Trust is a shareholder, director, officer, partner,
trustee, employee, manager, adviser, principal
underwriter or distributor or agent of or for any
corporation, trust, association, or other
organization, or of or for any parent or affiliate of
any organization, with which an advisory or management
contract, or principal underwriters or distributors
contract, or transfer, Shareholder servicing or other
agency contract may have been or may hereafter be
made, or that any such organization, or any parent or
affiliate thereof, is a Shareholder or has an interest
in the Trust, or that
(ii) any corporation, trust, association or other
organization with which an advisory or management
contract or principal underwriters or distributors
contract, or transfer, Shareholder servicing or other
agency contract may have been or may hereafter be made
also has an advisory or management contract, or
principal underwriters or distributors contract, or
transfer, Shareholder servicing or other agency
contract with one or more other corporations, trusts,
associations, or other organizations, or has other
business or interests shall not affect the validity of
any such contract or disqualify any Shareholder,
Trustee or officer of the Trust from voting upon or
executing the same or create any liability or
accountability to the Trust or its Shareholders.
ARTICLE V
Shareholders Voting Powers and Meetings
Voting Powers
Section 1. The Shareholders shall have power to vote only
(i) for the election of Trustees as provided in Article IV,
Section 1, (ii) for the removal of Trustees as provided in
Article IV, Section 2 (iii) with respect to any Manager as
provided in Article IV, Section 6, (iv) with respect to any
termination of this Trust to the extent and as provided in
Article IX, Section 4, (v) with respect to any merger,
consolidation or sale of assets of the Trust to the extent and
as provided in Article IX, Section 5, (vi) with respect to any
conversion of the Trust as provided in Article IX, Section 6,
(vii) with respect to any amendment of this Declaration of Trust
to the extent and as provided in Article IX, Section 9, and
(viii) with respect to such additional matters relating to the
Trust as may be required by this Declaration of Trust, the
Bylaws or any registration of the Trust with the Commission (or
any successor agency) or any state, or as the Trustees may
consider necessary or desirable. Each whole Share shall be
entitled to one vote as to any matter on which it is entitled to
vote and each fractional Share shall be entitled to a
proportionate fractional vote. There shall be no cumulative
voting in the election of Trustees. Shares may be voted in
person or by proxy. A proxy with respect to Shares held in the
name of two or more persons shall be valid if executed by any
one of them unless at or prior to exercise of the proxy the
Trust receives a specific written notice to the contrary from
any one of them. A proxy purporting to be executed by or on
behalf of a Shareholder shall be deemed valid unless challenged
at or prior to its exercise and, in the case of a challenge by
any person other than the Trust, the burden of proving
invalidity shall rest on the challenger. Until Shares are
issued, the Trustees may exercise all rights of Shareholders and
may take any action required by law, this Declaration of Trust
or the Bylaws to be taken by Shareholders.
Voting Power and Meetings
Section 2. There shall be an annual meeting of the
Shareholders on the date fixed in the Bylaws at the office of
the Trust in Boston, Massachusetts, or at such other place as
may be designated in the call thereof, which call shall be made
by the Trustees. In the event that such meeting is not held in
any year on the date fixed in the Bylaws, whether the omission
be by oversight or otherwise, a subsequent special meeting may
be called by the Trustees and held in lieu of the annual meeting
with the same effect as though held on such date. Special
meetings may also be called by the Trustees from time to time
for the purpose of taking action upon any matter requiring the
vote or authority of the Shareholders as herein provided or upon
any other matter deemed by the Trustees to be necessary or
desirable. Written notice of any meeting of Shareholders shall
be given or caused to be given by the Trustees by mailing such
notice at least seven days before such meeting, postage prepaid,
stating the time, place and purpose of the meeting, to each
Shareholder entitled to vote at such meeting at the Shareholders
address as it appears on the records of the Trust. If the
Trustees shall fail to call or give notice of any meeting of
Shareholders for a period of 30 days after written application
by Shareholders holding at least 25% of the then outstanding
Shares entitled to vote at such meeting requesting a meeting to
be called for a purpose requiring action by the Shareholders as
provided herein or in the Bylaws, then Shareholders holding at
least 25% of the then outstanding Shares entitled to vote at
such meeting may call and give notice of such meeting, and
thereupon the meeting shall be held in the manner provided for
herein in case of call thereof by the Trustees. Notice of a
meeting need not be given to any Shareholder 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 Shareholder
who attends the meeting without protesting prior thereto or at
its commencement the lack of notice to him or her.
Quorum and Required Vote
Section 3. Thirty percent of Shares entitled to vote shall
be a quorum for the transaction of business at a Shareholders
meeting but any lesser number shall be sufficient for
adjournments. Any adjourned session or sessions may be held,
within a reasonable time after the date set for the original
meeting, without the necessity of further notice. Except when a
larger vote is required by any provision of law or of this
Declaration of Trust or the Bylaws, a majority of the Shares
voted shall decide any questions and a plurality shall fix the
number of Trustees and elect a Trustee.
Action by Written Consent
Section 4. Any action taken by Shareholders may be taken
without a meeting if a majority of Shareholders entitled to vote
on the matter (or such larger proportion thereof as shall be
required by any express provision of this Declaration of Trust
or the Bylaws) consent to the action in writing and such written
consents are filed with the records of the meetings of
Shareholders. Such consent shall be treated for all purposes as
a vote taken at a meeting of Shareholders.
Additional Provisions
Section 5. The Bylaws may include further provisions, not
inconsistent with this Declaration of Trust, regarding
Shareholders voting powers, the conduct of meetings and related
matters.
ARTICLE VI
Distributions
The Trustees may each year, or more frequently if they so
determine, distribute to the Shareholders such amounts as the
Trustees may determine. Any amounts shall be distributed pro
rata in proportion to the number of Shares held by each
Shareholder. Such distributions shall be made in cash, Shares
or other property, or a combination thereof, as determined by
the Trustees. Any such distribution paid in Shares will be paid
at the net asset value thereof as determined in accordance with
the Bylaws.
ARTICLE VII
Compensation and Limitation of Liability of Trustees
Compensation
Section 1. The Trustees as such shall be entitled to
reasonable compensation from the Trust; they may fix the amount
of their compensation. Nothing herein shall in any way prevent
the employment of any Trustee for advisory, management, legal,
accounting, investment banking or other services and payment for
the same by the Trust.
Limitation of Liability
Section 2. A Trustee shall be liable for his or her own
willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of the office of
Trustee, and for nothing else. The Trustees shall not be
responsible or liable in any event for any neglect or wrongdoing
of any officer, agent, employee, manager or principal
underwriter of the Trust, nor shall any Trustee be responsible
for the act or omission of any other Trustee. The appointment,
designation or identification of a Trustee as an officer of the
Trustees or of any committee of the Trustees, or as an expert
with respect to certain matters (including without limitation
identification of a Trustee as an audit committee financial
expert) shall not impose on that person any duty, obligation or
liability that is greater than the duties, obligations and
liabilities imposed on that person as a Trustee in the absence
of such appointment, designation or identification, and no
Trustee who has special skills or expertise or who is appointed,
designated of identified as aforesaid, shall be held to a higher
standard of care by virtue thereof or be limited in any way with
respect to any right or privilege to which such person would
otherwise be entitled as a Trustee hereunder, including without
limitation the right of indemnification. Nothing herein
contained shall protect any Trustee against any liability to
which he or she would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of his or her office.
ARTICLE VIII
Indemnification
Trustees, Officers, etc.
Section 1. The Trust shall indemnify each of its Trustees
and officers (including persons who serve at the Trusts request
as directors, officers or trustees of another organization in
which the Trust has any interest as a shareholder, creditor or
otherwise) (hereinafter referred to as a Covered Person) against
all liabilities and expenses, including but not limited to
amounts paid in satisfaction of judgments, in compromise or as
fines and penalties, and counsel fees reasonably incurred by any
Covered Person in connection with the defense or disposition of
any threatened, pending, or contemplated action, suit or
proceeding, whether civil, criminal, administrative,
arbitrative, or investigative and whether formal or informal
before any court or administrative or legislative or other body,
in which such Covered Person may be or may have been involved as
a party or otherwise or with which such Covered Person may be or
may have been threatened, while in office or thereafter, by
reason of being or having been such a Covered Person except with
respect to any matter as to which such Covered Person shall have
been finally adjudicated in any such action, suit or other
proceeding (a) not to have acted in good faith, (b) not to have
acted in the reasonable belief that such Covered Persons action
was in the best interests of the Trust or at least was not
opposed to the best interests of the Trust, (c) in the case of a
criminal proceeding, to have had reasonable cause to believe his
or her action was unlawful or (d) to be liable to the Trust or
its Shareholders by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in
the conduct of such Covered Persons office (each of such
exceptions being referred to hereinafter as Disabling Conduct).
Expenses, including counsel fees so incurred by any such Covered
Person (but excluding amounts paid in satisfaction of judgments,
in compromise or as fines or penalties), shall be paid from time
to time by the Trust in advance of the final disposition of any
such action, suit or proceeding upon receipt of an undertaking
by or on behalf of such Covered Person to repay amounts so paid
to the Trust if it is ultimately determined that indemnification
of such expenses is not authorized under this Article, provided,
however, that either (a) such Covered Person shall have provided
appropriate security for such undertaking, (b) the Trust shall
be insured against losses arising from any such advance payments
or (c) either a majority of the disinterested Trustees acting on
the matter (provided that a majority of the disinterested
Trustees then in office act on the matter), or independent legal
counsel in a written opinion, shall have determined, based upon
a review of readily available facts (as opposed to a full trial
type inquiry), that there is reason to believe that such Covered
Person will be found entitled to indemnification under this
Article. In making any such determination, the disinterested
Trustees or such counsel, as the case may be, shall afford the
Covered Person a rebuttable presumption that the Covered Person
did not engage in Disabling Conduct.
Compromise Payment
Section 2. As to any matter disposed of (whether by a
compromise payment, pursuant to a consent decree or otherwise)
without an adjudication by a court, or by any other body before
which the action, suit, or proceeding was brought, that such
Covered Person engaged in Disabling Conduct, indemnification
shall be provided if (a) approved as in the best interests of
the Trust, after notice that it involves such indemnification,
by at least a majority of the disinterested Trustees acting on
the matter (provided that a majority of the disinterested
Trustees then in office act on the matter) upon a determination,
based upon a review of readily available facts (as opposed to a
full trial type inquiry) that such Covered Person did not engage
in Disabling Conduct, or (b) there has been obtained an opinion
in writing of independent legal counsel, based upon a review of
readily available facts (as opposed to a full trial type
inquiry) to the effect that such Covered Person did not engage
in Disabling Conduct. Any approval pursuant to this Section
shall not prevent the recovery from any Covered Person of any
amount paid to such Covered Person in accordance with this
Section as indemnification if such Covered Person is
subsequently adjudicated by a court of competent jurisdiction
not to have engaged in Disabling Conduct.
Right Not Exclusive
Section 3. The right of indemnification hereby provided
shall not be exclusive of or affect any other rights to which
such Covered Person may be entitled. As used in this Article
VIII, the term Covered Person shall include such persons heirs,
executors and administrators, and a disinterested Trustee is a
Trustee who is not an interested person of the Trust as defined
in Section 2(a)(19) of the 1940 Act (or who has been exempted
from being an interested person by any rule, regulation or order
of the Commission) and against whom none of such actions, suits
or other proceedings or another action, suit or other proceeding
on the same or similar grounds is then or has been pending.
Nothing contained in this Article shall affect any rights to
indemnification to which personnel of the Trust, other than
Trustees or officers, and other persons may be entitled by
contract or otherwise under law, nor the power of the Trust to
purchase and maintain liability insurance on behalf of any such
person.
Shareholders
Section 4. In case any Shareholder or former Shareholder
shall be held to be personally liable solely by reason of his or
her being or having been a Shareholder and not because of his or
her acts or omissions or for some other reason, the Shareholder
or former Shareholder (or his or her heirs, executors,
administrators or other legal representatives or, in the case of
a corporation or other entity, its corporate or other general
successor) shall be entitled to be held harmless from and
indemnified against all loss and expense arising from such
liability, but only out of the assets of the particular series
of Shares of which he or she is or was a Shareholder.
ARTICLE IX
Miscellaneous
Trustees, Shareholders, etc. Not Personally Liable for
Obligations of the Trust; Notice
Section 1. All persons extending credit to, contracting with
or having any claim against the Trust or a particular series of
Shares shall look only to the assets of the Trust or the assets
of that particular series of Shares for payment under such
credit, contract or claim, and neither the Shareholders nor the
Trustees, nor any of the Trusts officers, employees or agents,
whether past, present or future, shall be personally liable
therefor.
Every note, bond, contract, instrument, certificate or
undertaking and every other act or thing whatsoever executed or
done by any Trustee, officer, employee or agent on behalf of the
Trust or the Trustees or any of them in connection with the
Trust shall be conclusively deemed to have been executed or done
only in or with respect to such persons capacity as a Trustee,
officer, employee or agent, and such person shall not be
personally liable thereon.
Every note, bond, contract, instrument, certificate or
undertaking executed on behalf of the Trust by any Trustee,
officer, employee or agent of the Trust shall give notice that
this Declaration of Trust is on file with the Secretary of The
Commonwealth of Massachusetts and shall recite that the same was
executed by them on behalf of the Trust in their capacity as
Trustees, officers, employees or agents of the Trust and not
individually and that the obligations of such instrument are not
binding upon any of them or the Shareholders individually but
are binding only upon the assets and property of the Trust, and
may contain such further recitals as the person so executing may
deem appropriate, but any omission of such notice or recitals
shall not operate to bind any such Trustee, officer, employee or
agent or the Shareholders individually.
Trustees Good Faith Actions Binding; Expert Advice; No Bond or
Surety
Section 2. The exercise by the Trustees of their powers and
discretions hereunder shall be binding upon everyone interested.
The Trustees may take advice of counsel or other experts with
respect to the meaning and operation of this Declaration of
Trust, and shall be under no liability for any act or omission
taken in accordance with such advice or for failing to follow
such advice. The Trustees shall not be required to give any
bond as such, nor any surety if a bond is required.
Liability of Third Persons Dealing with Trustees
Section 3. No person dealing with the Trustees shall be
bound to make any inquiry concerning the validity of any
transaction made or to be made by the Trustees or to see to the
application of any payments made or property transferred to the
Trust or upon its order.
Duration and Termination of Trust
Section 4. Unless terminated as provided herein, the Trust
shall continue without limitation of time. The Trust may be
terminated at any time by vote of Shareholders holding at least
66 2/3% of the Shares entitled to vote (provided, however, if
such termination is recommended by two-thirds of the Trustees
then in office, the vote of a majority of the Shares entitled to
vote shall be sufficient authorization) or by the Trustees by
written notice to the Shareholders. Upon termination of the
Trust, after paying or otherwise providing for all charges,
taxes, expenses and liabilities, whether due or accrued or
anticipated, of the Trust, as may be determined by the Trustees,
the Trust shall, in accordance with such procedures as the
Trustees consider appropriate, reduce the remaining assets to
distributable form in cash or shares or other property, or any
combination thereof, and distribute the proceeds to the
Shareholders, ratably according to the number of Shares held by
the several Shareholders on the date of termination.
Merger, Consolidation and Sale of Assets
Section 5. The Trust may merge or consolidate with any other
corporation, association, trust or other organization or may
sell, lease or exchange all or substantially all of its assets,
including its good will, upon such terms and conditions and for
such consideration when and as authorized at any meeting of
Shareholders called for the purpose by the affirmative vote of
the holders of not less than two-thirds of the Shares entitled
to vote; provided, however, that if such merger, consolidation,
sale, lease or exchange is recommended by at least two-thirds of
the total number of Trustees then in office, the vote of the
holders of a majority of the Shares entitled to vote shall be
sufficient authorization. Nothing contained herein shall be
construed as requiring approval of the Shareholders for any sale
of assets in the ordinary course of business of the Trust.
Conversion
Section 6. The Fund may be converted at any time from a
closed-end company to an open-end company as those terms are
defined in Section 5(a)(2) and 5(a)(1), respectively, of the
1940 Act as in effect on January 1, 1987, upon the approval of
such a proposal, together with the necessary amendments to the
Declaration of Trust to permit such a conversion, by the holders
of two-thirds of the Funds outstanding Shares entitled to vote,
except that if such proposal is recommended by two-thirds of the
total number of Trustees then in office or such proposal is
voted upon after the beginning of the fiscal year commencing in
1992 such proposal may be adopted by a vote of a majority of the
Funds outstanding Shares entitled to vote. In addition,
commencing with the beginning of the fiscal year commencing in
1992, and in each fiscal year thereafter, if Shares of the Fund
have traded on the principal securities exchange where listed at
an average discount of more than ten percent (10%), determined
on the basis of the discount as of the end of the last trading
day in each week during the period of twelve (12) calendar weeks
preceding the beginning of each such fiscal year, the Trustees
will submit to the Shareholders at the next succeeding annual
meeting, or within six months thereafter if the Fund does not
then hold annual meetings, a proposal to convert the Fund from a
closed-end company to an open-end company as those terms are
defined above, together with the necessary amendments to this
Declaration of Trust to permit such a conversion. Upon the
adoption of such proposal and related amendments by the Funds
outstanding shares entitled to vote, the Fund shall upon
complying with any requirements of the 1940 Act and state law,
become an open-end investment company. Such affirmative vote or
consent shall be in addition to the vote or consent of the
holders of the Shares otherwise required by law, or any
agreement between the Trust and any national securities
exchange.
Filing and Copies, References, Headings
Section 7. The original or a copy of this instrument and of
each amendment hereto shall be kept at the office of the Trust
where it may be inspected by any Shareholder. A copy of this
instrument and of each amendment hereto shall be filed by the
Trust with the Secretary of The Commonwealth of Massachusetts
and with the Boston City Clerk, as well as any other
governmental office where such filing may from time to time be
required. Anyone dealing with the Trust may rely on a
certificate by an officer of the Trust as to whether or not any
such amendments have been made and as to any matters in
connection with the Trust hereunder, and, with the same effect
as if it were the original, may rely on a copy certified by an
officer of the Trust to be a copy of this instrument or of any
such amendments. In this instrument and in any such amendment,
references to this instrument and all expressions like herein,
hereof and hereunder shall be deemed to refer to this instrument
as amended or affected by any such amendments. Headings are
placed herein for convenience of reference only and shall not be
taken as a part hereof or control or affect the meaning,
construction or effect of this instrument. This instrument may
be executed in any number of counterparts each of which shall be
deemed an original.
Applicable Law
Section 8. This Declaration of Trust is made in The
Commonwealth of Massachusetts, and it is created under and is to
be governed by and construed and administered according to the
laws of said Commonwealth. The Trust shall be of the type
commonly called a Massachusetts business trust and, without
limiting the provisions hereof, the Trust may exercise all
powers which are ordinarily exercised by such a trust.
Amendments
Section 9. This Declaration of Trust may be amended at any
time by an instrument in writing signed by a majority of the
then Trustees when authorized to do so by vote of Shareholders
holding a majority of the Shares entitled to vote, except that
an amendment amending or affecting the provisions of Section 1
of Article IV, Sections 5 and 6 of this Article IX or of this
sentence shall require the vote of Shareholders holding two-
thirds of the Shares entitled to vote. Amendments having the
purpose of changing the name of the Trust or of supplying any
omission, curing any ambiguity or curing, correcting or
supplementing any defective or inconsistent provision contained
herein shall not require authorization by Shareholder vote.
IN WITNESS WHEREOF, the undersigned, being a majority of the Trustees of the Trust, have hereunto set their hands and seals in the City of Boston, Massachusetts for themselves and their assigns, as of the day and year first above written.
/s/ Liaquat Ahamed /s/ John A. Hill Liaquat Ahamed /s/ Ravi Akhoury John A. Hill /s/ Paul L. Joskow Ravi Akhoury Paul L. Joskow /s/ Barbara M. Baumann /s/ Kenneth R. Leibler Barbara M. Baumann Kenneth R. Leibler /s/ Jameson A. Baxter /s/ Robert E. Patterson Jameson A. Baxter Robert E. Patterson /s/ Charles B. Curtis /s/ George Putnam, III Charles B. Curtis George Putnam, III /s/ Robert J. Darretta /s/ Robert L. Reynolds Robert J. Darretta Robert L. Reynolds /s/ Katinka Domotorffy /s/ W. Thomas Stephens Katinka Domotorffy W. Thomas Stephens |
THE COMMONWEALTH OF MASSACHUSETTS
Suffolk, ss.
Boston, September 19, 2014
Then personally appeared each of the above named Trustees of Putnam High Income Securities Fund and acknowledged the foregoing instrument to be his or her free act and deed, before me,
/s/ J.
Scott-Harris
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-----------------------------
Notary
Public
My Commission
Expires: 8/29/2019
|
The individuals listed on the signature page represent all of
the members of the Board of Trustees of the Trust. The business
address of the Trust and each Trustee is One Post Office Square,
Boston, MA 02109.