BYLAWS
OF
PUTNAM AMERICAN GOVERNMENT INCOME FUND,
PUTNAM ARIZONA TAX EXEMPT INCOME FUND,
PUTNAM ASIA PACIFIC GROWTH FUND,
PUTNAM ASSET ALLOCATION FUNDS,
PUTNAM BALANCED RETIREMENT FUND,
PUTNAM CALIFORNIA TAX EXEMPT INCOME FUND,
PUTNAM CALIFORNIA TAX EXEMPT MONEY MARKET FUND,
PUTNAM CAPITAL APPRECIATION FUND,
PUTNAM CLASSIC EQUITY FUND,
PUTNAM CONVERTIBLE INCOME-GROWTH TRUST,
PUTNAM DIVERSIFIED INCOME TRUST,
PUTNAM EQUITY INCOME FUND,
PUTNAM EUROPE GROWTH FUND,
PUTNAM FLORIDA TAX EXEMPT INCOME FUND,
THE PUTNAM FUND FOR GROWTH AND INCOME,
PUTNAM FUNDS TRUST,
THE GEORGE PUTNAM FUND OF BOSTON,
PUTNAM GLOBAL EQUITY FUND,
PUTNAM GLOBAL GOVERNMENTAL INCOME TRUST,
PUTNAM GLOBAL GROWTH FUND,
PUTNAM GLOBAL NATURAL RESOURCES FUND,
PUTNAM HEALTH SCIENCES TRUST,
PUTNAM HIGH YIELD ADVANTAGE FUND,
PUTNAM HIGH YIELD TRUST,
PUTNAM INCOME FUND,
PUTNAM INTERMEDIATE U.S. GOVERNMENT INCOME FUND,
PUTNAM INTERNATIONAL GROWTH FUND,
PUTNAM INVESTMENT FUNDS,
PUTNAM INVESTORS FUND,
PUTNAM MASSACHUSETTS TAX EXEMPT INCOME FUND,
PUTNAM MICHIGAN TAX EXEMPT INCOME FUND,
PUTNAM MINNESOTA TAX EXEMPT INCOME FUND,
PUTNAM MONEY MARKET FUND,
PUTNAM MUNICIPAL INCOME FUND,
PUTNAM NEW JERSEY TAX EXEMPT INCOME FUND,
PUTNAM NEW OPPORTUNITIES FUND,
PUTNAM NEW YORK TAX EXEMPT INCOME FUND,
PUTNAM NEW YORK TAX EXEMPT MONEY MARKET FUND,
PUTNAM NEW YORK TAX EXEMPT OPPORTUNITIES FUND,
PUTNAM OHIO TAX EXEMPT INCOME FUND,
PUTNAM OTC & EMERGING GROWTH FUND,
PUTNAM PENNSYLVANIA TAX EXEMPT INCOME FUND,
PUTNAM PREFERRED INCOME FUND,
PUTNAM STRATEGIC INCOME FUND,
PUTNAM TAX EXEMPT INCOME FUND,
PUTNAM TAX EXEMPT MONEY MARKET FUND,
PUTNAM TAX-FREE INCOME TRUST,
PUTNAM TAX MANAGED FUNDS TRUST,
PUTNAM U.S. GOVERNMENT INCOME TRUST,
PUTNAM UTILITIES GROWTH AND INCOME FUND,
PUTNAM VARIABLE TRUST,
PUTNAM VISTA FUND, AND
PUTNAM VOYAGER FUND
(As amended through July 21, 2000)
ARTICLE 1
Agreement and Declaration of Trust and Principal Office
1.1 Agreement and Declaration of Trust. These Bylaws shall be subject to
the Agreement and Declaration of Trust, as from time to time in effect (the
"Declaration of Trust"), of the Massachusetts business trust established by
the Declaration of Trust (the "Trust").
1.2 Principal Office of the Trust. The principal office of the Trust
shall be located in Boston, Massachusetts.
ARTICLE 2
Meetings of Trustees
2.1 Regular Meetings. Regular meetings of the Trustees may be held
without call or notice at such places and at such times as the Trustees may
from time to time determine, provided that notice of the first regular
meeting following any such determination shall be given to absent Trustees.
2.2 Special Meetings. Special meetings of the Trustees may be held at any
time and at any place designated in the call of the meeting when called by
the Chairman of the Trustees, the President or the Treasurer or by two or
more Trustees, sufficient notice thereof being given to each Trustee by the
Clerk or an Assistant Clerk or by the officer or the Trustees calling the
meeting.
2.3 Notice of Special Meetings. It shall be sufficient notice to a
Trustee of a special meeting to send notice by mail at least forty-eight
hours or by telegram at least twenty-four hours before the meeting
addressed to the Trustee at his or her usual or last known business or
residence address or to give notice to him or her in person or by telephone
at least twenty-four hours before the meeting. Notice of a special meeting
need not be given to any Trustee if a written waiver of notice, executed by
him or her before or after the meeting, is filed with the records of the
meeting, or to any Trustee who attends the meeting without protesting prior
thereto or at its commencement the lack of notice to him or her. Neither
notice of a meeting nor a waiver of a notice need specify the purposes of
the meeting.
2.4 Quorum. At any meeting of the Trustees a majority of the Trustees
then in office shall constitute a quorum. Any meeting may be adjourned
from time to time by a majority of the votes cast upon the question,
whether or not a quorum is present, and the meeting may be held as
adjourned without further notice.
2.5 Notice of Certain Actions by Consent. If in accordance with the
provisions of the Declaration of Trust any action is taken by the Trustees
by a written consent of less than all of the Trustees, then prompt notice
of any such action shall be furnished to each Trustee who did not execute
such written consent, provided that the effectiveness of such action shall
not be impaired by any delay or failure to furnish such notice.
ARTICLE 3
Officers
3.1 Enumeration; Qualification. The officers of the Trust shall be a
President, a Treasurer, a Clerk and such other officers, if any, as the
Trustees from time to time may in their discretion elect. The Trust may
also have such agents as the Trustees from time to time may in their
discretion appoint. In addition, there shall be a Chairman of the
Trustees, who will be considered an officer of the Trustees and not of the
Trust. The Chairman of the Trustees and the President shall be a Trustee
and may but need not be a shareholder; and any other officer of the Trust
may but need not be a Trustee or a shareholder. Any two or more offices
may be held by the same person. A Trustee may but need not be a
shareholder.
3.2 Election. The Chairman of the Trustees, the President, the Treasurer
and the Clerk shall be elected by the Trustees upon the occurrence of any
vacancy in any such office. Other officers, if any, may be elected or
appointed by the Trustees at any time. Vacancies in any such other office
may be filled at any time.
3.3 Tenure. The Chairman of the Trustees, the President, the Treasurer
and the Clerk shall hold office in each case until he or she dies, resigns,
is removed or becomes disqualified. Each other officer shall hold office
and each agent shall retain authority at the pleasure of the Trustees.
3.4 Powers. Subject to the other provisions of these Bylaws, each officer
shall have, in addition to the duties and powers herein and in the
Declaration of Trust set forth, such duties and powers as are commonly
incident to the office occupied by him or her as if the Trust were
organized as a Massachusetts business corporation and such other duties and
powers as the Trustees may from time to time designate.
3.5. Chairman. Unless the Trustees otherwise provide, the Chairman of the
Trustees or, if there is none or in the absence of the Chairman of the
Trustees, the President shall preside at all meetings of the Shareholders
and of the Trustees. The Chairman 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.
3.6. President. Unless the Trustees otherwise provide, the President shall
be the chief executive officer of the Trust.
3.7 Treasurer. Unless the Trustees shall provide otherwise, the Treasurer
shall be the chief financial and accounting officer of the Trust, and
shall, subject to the provisions of the Declaration of Trust and to any
arrangement made by the Trustees with a custodian, investment adviser or
manager, or transfer, shareholder servicing or similar agent, be in charge
of the valuable papers, books of account and accounting records of the
Trust, and shall have such other duties and powers as may be designated
from time to time by the Trustees or by the President.
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, an Assistant Clerk,
or if there be none or if he or she is absent, a temporary Clerk chosen at
such meeting shall record the proceedings thereof in the aforesaid books.
3.9 Resignations and Removals. Any Trustee or officer may resign at any
time by written instrument signed by him or her and delivered to the
Chairman of the Trustees, the President or the Clerk or to a meeting of the
Trustees. Such resignation shall be effective upon receipt unless
specified to be effective at some other time. The Trustees may remove any
officer elected by them with or without cause. Except to the extent
expressly provided in a written agreement with the Trust, no Trustee or
officer resigning and no officer removed shall have any right to any
compensation for any period following his or her resignation or removal, or
any right to damages on account of such removal.
ARTICLE 4
Committees
4.1 Quorum; Voting. A majority of the members of any Committee of the
Trustees shall constitute a quorum for the transaction of business, and any
action of such a Committee may be taken at a meeting by a vote of a
majority of the members present (a quorum being present) or evidenced by
one or more writings signed by such a majority. Members of a Committee may
participate in a meeting of such Committee by means of a conference
telephone or other communications equipment by means of which all persons
participating in the meeting can hear each other at the same time and
participation by such means shall constitute presence in person at a
meeting.
ARTICLE 5
Reports
5.1 General. The Trustees and officers shall render reports at the time
and in the manner required by the Declaration of Trust or any applicable
law. Officers and Committees shall render such additional reports as they
may deem desirable or as may from time to time be required by the Trustees.
ARTICLE 6
Fiscal Year
6.1 General. Except as from time to time otherwise provided by the
Trustees, the initial fiscal year of the Trust shall end on such date as is
determined in advance or in arrears by the Treasurer, and subsequent fiscal
years shall end on such date in subsequent years.
ARTICLE 7
Seal
7.1 General. The seal of the Trust shall consist of a flat-faced die with
the word "Massachusetts", together with the name of the Trust and the year
of its organization cut or engraved thereon but, unless otherwise required
by the Trustees, the seal shall not be necessary to be placed on and its
absence shall not impair the validity of, any document, instrument or other
paper executed and delivered by or on behalf of the Trust.
ARTICLE 8
Execution of Papers
8.1 General. Except as the Trustees may generally or in particular cases
authorize the execution thereof in some other manner, all deeds, leases,
contracts, notes and other obligations made by the Trustees shall be signed
by the President, the Vice Chairman, a Vice President or the Treasurer and
need not bear the seal of the Trust.
ARTICLE 9
Issuance of Shares and Share Certificates
9.1 Sale of Shares. Except as otherwise determined by the Trustees, the
Trust will issue and sell for cash or securities from time to time, full
and fractional shares of its shares of beneficial interest, such shares to
be issued and sold at a price of not less than the par value per share, if
any, and not less than the net asset value per share as from time to time
determined in accordance with the Declaration of Trust and these Bylaws
and, in the case of fractional shares, at a proportionate reduction in such
price. In the case of shares sold for securities, such securities shall be
valued in accordance with the provisions for determining the value of the
assets of the Trust as stated in the Declaration of Trust and these Bylaws.
The officers of the Trust are severally authorized to take all such
actions as may be necessary or desirable to carry out this 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 of each class owned by him, 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 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 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, require the surrender of share certificates to
the Trust for cancellation. Such surrender and cancellation shall not
affect the ownership of shares in the Trust.
ARTICLE 10
Provisions Relating to the Conduct of the Trust's Business
10.1 Certain Definitions. When used herein the following words shall have
the following meanings: "Distributor" shall mean any one or more
corporations, firms or associations which have distributor's or principal
underwriter's contracts in effect with the Trust providing that redeemable
shares issued by the Trust shall be offered and sold by such Distributor.
"Manager" shall mean any corporation, firm or association which may at the
time have an advisory or management contract with the Trust.
10.2 Limitations on Dealings with Officers or Trustees. The Trust will
not lend any of its assets to the Distributor or Manager or to any officer
or director of the Distributor or Manager or any officer or Trustee of the
Trust, and shall not permit any officer or Trustee or any officer or
director of the Distributor or Manager to deal for or on behalf of the
Trust with himself or herself as principal or agent, or with any
partnership, association or corporation in which he or she has a financial
interest; provided that the foregoing provisions shall not prevent (a)
officers and Trustees of the Trust or officers and directors of the
Distributor or Manager from buying, holding or selling shares in the Trust
or from being partners, officers or directors of or otherwise financially
interested in the Distributor or the Manager; (b) purchases or sales of
securities or other property if such transaction is permitted by or is
exempt or exempted from the provisions of the Investment Company Act of
1940 or any Rule or Regulation thereunder and if such transaction does not
involve any commission or profit to any security dealer who is, or one or
more of whose partners, shareholders, officers or directors is, an officer
or Trustee of the Trust or an officer or director of the Distributor or
Manager; (c) employment of legal counsel, registrar, transfer agent,
shareholder servicing agent, dividend disbursing agent or custodian who is,
or has a partner, shareholder, officer or director who is, an officer or
Trustee of the Trust or an officer or director of the Distributor or
Manager; (d) sharing statistical, research, legal and management
expenses and office hire and expenses with any other investment company in
which an officer or Trustee of the Trust or an officer or director of the
Distributor or Manager is an officer or director or otherwise financially
interested.
10.3 Securities and Cash of the Trust to Be Held by Custodian Subject to
Certain Terms and Conditions.
(a) All securities and cash owned by the Trust shall be held by or
deposited with one or more banks or trust companies having (according to
its last published report) not less than $1,000,000 aggregate capital,
surplus and undivided profits (any such bank or trust company being hereby
designated as "Custodian"), provided such a Custodian can be found ready
and willing to act; subject to such rules, regulations and orders, if any,
as the Securities and Exchange Commission may adopt, the Trust may, or may
permit any Custodian to, deposit all or any part of the securities owned by
the Trust in a system for the central handling of securities pursuant to
which all securities of any particular class or series of any issue
deposited within the system may be transferred or pledged by bookkeeping
entry, without physical delivery. The Custodian may appoint, subject to
the approval of the Trustees, one or more subcustodians.
(b) The Trust shall enter into a written contract with each Custodian
regarding the powers, duties and compensation of such Custodian with
respect to the cash and securities of the Trust held by such Custodian.
Said contract and all amendments thereto shall be approved by the Trustees.
(c) The Trust shall upon the resignation or inability to serve of any
Custodian or upon change of any Custodian:
(i) in case of such resignation or inability to serve, use its best efforts
to obtain a successor Custodian;
(ii) require that the cash and securities owned by the Trust be delivered
directly to the successor Custodian; and
(iii) in the event that no successor Custodian can be found, submit to the
shareholders, before permitting delivery of the cash and securities owned
by the Trust otherwise than to a successor Custodian, the question whether
the Trust shall be liquidated or shall function without a Custodian.
10.4 Reports to Shareholders. The Trust shall send to each shareholder of
record at least semi-annually a statement of the condition of the Trust and
of the results of its operations, containing all information required by
applicable laws or regulations.
10.5 Determination of Net Asset Value Per Share. Net asset value per
share of each class or series of shares of the Trust shall mean: (i) the
value of all the assets properly allocable to such class or series; (ii)
less total liabilities properly allocable to such class or series; (iii)
divided by the number of shares of such class or series outstanding, in
each case at the time of each determination. Except as otherwise
determined by the Trustees, the net asset value per share of each class or
series shall be determined no less frequently than once daily, Monday
through Friday, on days on which the New York Stock Exchange is open for
trading, at such time or times that the Trustees set at least annually.
In valuing the portfolio investments of any class or series of shares for
the determination of the net asset value per share of such class or series,
securities for which market quotations are readily available shall be
valued at prices which, in the opinion of the Trustees or the person
designated by the Trustees to make the determination, most nearly represent
the market value of such securities, and other securities and assets shall
be valued at their fair value as determined by or pursuant to the direction
of the Trustees, which in the case of debt obligations, commercial paper
and repurchase agreements may, but need not, be on the basis of yields for
securities of comparable maturity, quality and type, or on the basis of
amortized cost. Expenses and liabilities of the Trust shall be accrued
each day. Liabilities may include such reserves for taxes, estimated
accrued expenses and contingencies as the Trustees or their designates may
in their sole discretion deem fair and reasonable under the circumstances.
No accruals shall be made in respect of taxes on unrealized appreciation of
securities owned unless the Trustees shall otherwise determine.
ARTICLE 11
Shareholders
11.1 Meetings. A meeting of the shareholders shall be called by the Clerk
whenever ordered by the Trustees, the Chairman of the Trustees or requested
in writing by the holder or holders of at least one-tenth of the
outstanding shares entitled to vote at such meeting. If the Clerk, when so
ordered or requested, refuses or neglects for more than two days to call
such meeting, the Trustees, Chairman of the Trustees or the shareholders so
requesting may, in the name of the Clerk, call the meeting by giving notice
thereof in the manner required when notice is given by the Clerk.
11.2 Access to Shareholder List. Shareholders of record may apply to the
Trustees for assistance in communicating with other shareholders for the
purpose of calling a meeting in order to vote upon the question of removal
of a Trustee. When ten or more shareholders of record who have been such
for at least six months preceding the date of application and who hold in
the aggregate shares having a net asset value of at least $25,000 so apply,
the Trustees shall within five business days either:
(i) afford to such applicants access to a list of names and addresses of
all shareholders as recorded on the books of the Trust; or
(ii) inform such applicants of the approximate number of shareholders of
record and the approximate cost of mailing material to them, and, within a
reasonable time thereafter, mail, at the applicants' expense, materials
submitted by the applicants, to all such shareholders of record. The
Trustees shall not be obligated to mail materials which they believe to be
misleading or in violation of applicable law.
11.3 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 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.
11.4 Proxies. The placing of a shareholder's name on a proxy pursuant to
telephone or electronically transmitted instructions obtained pursuant to
procedures reasonably designed to verify that such instructions have been
authorized by such shareholder shall constitute execution of such proxy by
or on behalf of such shareholder.
ARTICLE 12
Preferences, Rights and Privileges of the
Trust's Classes of Shares
12.1 General. Each class of shares of the Trust or of a particular series
of the Trust, as the case may be, will represent interests in the same
portfolio of investments of the Trust (or that series) and be identical in
all respects, except as set forth below: (a) each class of shares shall be
charged with the expense of any Distribution Plan adopted by the Trust
pursuant to Rule 12b-1 under the Investment Company Act of 1940 with
respect to such class of shares, (b) each class of shares will be charged
with any incremental shareholder servicing expense attributable solely to
such class, as determined by the Trustees, (c) each class of shares shall
be charged with any other expenses properly allocated to such class, as
determined by the Trustees and approved by the Securities and Exchange
Commission, (d) each class of shares shall vote as a separate class on
matters which pertain to any Rule 12b-1 Distribution Plan pertaining to
such class of shares, (e) each class of shares will have only such exchange
privileges as may from time to time be described in the Trust's prospectus
with respect to such class, (f) each class of shares shall bear such
designation as may be approved from time to time by the Trustees and (g)
reinvestments of distributions from the Trust paid with respect to the
shares of a particular class will be paid in additional shares of such
class.
12.2. Conversion of Class B Shares. Except as hereinafter provided with
respect to shares acquired by exchange or reinvestment of distributions,
Class B shares of the Trust will automatically convert into Class A shares
of the Trust at the end of the month eight years after the month of
purchase, or at such earlier time as the Trustees may in their sole
discretion determine from time to time as to all Class B shares purchased
on or before such date as the Trustees may specify. Class B shares
acquired by exchange from Class B shares of another Putnam Fund will
convert into Class A shares based on the date of the initial purchase of
the Class B shares of such other Fund. Class B shares acquired through
reinvestment of distributions will convert into Class A shares based on the
date of the initial purchase of Class B shares to which such reinvestment
shares relate. For this purpose, Class B shares acquired through
reinvestment of distributions will be attributed to particular purchases of
Class B shares in accordance with such procedures, which may include
without limitation methods of proration or approximation, as the Trustees
may in their sole discretion determine from time to time.
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 at any meeting of the
Trustees, or by one or more writings signed by such a majority.
