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Title: |
Purchase Agreement |
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Entities: |
Cede & Co.; Putnam Municipal Bond Fund; Merrill Lynch & Co., Inc.; Ropes & Gray; Skadden, Arps, Slate, Meagher & Flom LLP |
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Date: |
2001 |
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Size: |
Preview shows 12KB of 90KB total |
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Price: |
$50 |
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ID: |
#2387144 |
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PUTNAM MUNICIPAL BOND FUND
(a Massachusetts business trust)
AUCTION RATE MUNICIPAL PREFERRED SHARES ["AMPS"(R)]
2,920 Shares Series A
2,400 Shares Series B
Liquidation Preference $25,000 Per Share
PURCHASE AGREEMENT
October __, 2001
MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
4 World Financial Center
New York, New York 10281-1201
As Representative of the Several Underwriters
Dear Sirs and Mesdames:
Putnam Municipal Bond Fund, a Massachusetts business trust
(the "Fund"), and Putnam Investment Management, LLC, a Delaware limited
liability company (the "Adviser"), each confirms its agreement with Merrill
Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (the
"Representative") and the other Underwriters named on Schedule I hereto (the
"Underwriters") with respect to the sale by the Fund and the purchase by the
Underwriters of 2,920 Auction Rate Municipal Preferred Shares of beneficial
interest, Series A of the Fund (the "Series A AMPS") and 2,400 Auction Rate
Municipal Preferred Shares of beneficial interest, Series B of the Fund (the
"Series B AMPS"), all without par value and with a liquidation preference of
$25,000 per share plus an amount equal to accumulated but unpaid dividends
(whether or not earned or declared). The Series A AMPS and Series B AMPS are
herein collectively referred to as the "Shares". The Underwriters will purchase
Shares as set forth on said Schedule I.
--------------------------
(R) Registered trademark of Merrill Lynch & Co., Inc.
{Page}
Prior to the purchase and public offering of the Shares by the
Underwriters, the Fund and the Underwriters shall enter into an agreement
substantially in the form of Exhibit A hereto (the "Pricing Agreement"). The
Pricing Agreement may take the form of an exchange of any standard form of
written telecommunication between the Fund and the Underwriters and shall
specify such applicable information as is indicated in Exhibit A hereto. The
offering of the Shares will be governed by this Agreement, as supplemented by
the Pricing Agreement. From and after the date of the execution and delivery of
the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing
Agreement.
The Fund has filed with the Securities and Exchange Commission
(the "Commission") a registration statement on Form N-2 (No. 333-68370) and a
related preliminary prospectus for the registration of the Shares under the
Securities Act of 1933, as amended (the "1933 Act"), which registration
statement also constitutes an amendment to the registration statement of the
Fund under the Investment Company Act of 1940, as amended (the "1940 Act"), and
the published rules and regulations of the Commission under the 1940 Act
(together with the published rules and regulations under the 1933 Act, the
"Rules and Regulations") and has filed such amendments to such registration
statement on Form N-2, if any, and such amended preliminary prospectuses as may
have been required to the date hereof. The Fund will prepare and file such
additional amendments thereto and such amended prospectuses as may hereafter be
required pursuant to the terms hereof. Such registration statement (as amended
at the time it becomes effective, if applicable) and the prospectus constituting
a part thereof (including in each case the information, if any, deemed to be
part thereof pursuant to Rule 430A(b) or Rule 434 of the Rules and Regulations),
as from time to time amended or supplemented pursuant to the 1933 Act, are
hereinafter referred to as the "Registration Statement" and the "Prospectus,"
respectively, except that if any revised prospectus shall be provided to the
Underwriters by the Fund for use in connection with the offering of the Shares
which differs from the Prospectus on file at the Commission at the time the
Registration Statement becomes effective (whether such revised prospectus is
required to be filed by the Fund pursuant to Rule 497(c) or Rule 497(h) of the
Rules and Regulations) the term "Prospectus" shall refer to such revised
prospectus from and after the time it is first provided to the Underwriters for
such use. If the Fund elects to rely on Rule 434 of the Rules and Regulations,
all references to the Prospectus shall be deemed to include, without limitation,
the form of prospectus and the term sheet, taken together, provided to the
Underwriters by the Fund in reliance on Rule 434 of the Rules and Regulations
(the "Rule 434 Prospectus"). If the Fund files a registration statement to
register a portion of the Shares and relies on Rule 462(b) for such registration
statement to become effective upon filing with the Commission (the "Rule 462
Registration Statement"), then any reference to "Registration Statement" herein
shall be deemed to include both the registration statement referred to above
(No. 333-68370) and the Rule 462 Registration Statement, as each such
registration statement may be amended pursuant to the 1933 Act.
The Fund understands that the Underwriters propose to make a
public offering of the Shares as soon as the Underwriters deem advisable after
the Registration Statement becomes effective and the Pricing Agreement has been
executed and delivered.
SECTION 1. Representations and Warranties. (a) The Fund and
the Adviser each severally represents and warrants to the Underwriters as of the
date hereof and as of the date of the Pricing Agreement (such latter date being
hereinafter referred to as the "Representation Date") as follows:
2
{Page}
(i) At the time the Registration Statement
becomes effective and at the Representation Date, the
Registration Statement will comply in all material
respects with the requirements of the 1933 Act, the
1940 Act and the Rules and Regulations and will not
contain an untrue statement of a material fact or
omit to state a material fact required to be stated
therein or necessary to make the statements therein
not misleading. The Prospectus, at the Representation
Date (unless the term "Prospectus" refers to a
prospectus which has been provided to the
Underwriters by the Fund for use in connection with
the offering of the Shares which differs from the
Prospectus on file at the Commission at the time the
Registration Statement becomes effective, in which
case at the time it is first provided to the
Underwriters for such use) and at Closing Time
referred to in Section 2, will not contain an untrue
statement of a material fact or omit to state a
material fact necessary in order to make the
statements therein, in the light of the circumstances
under which they were made, not misleading; provided,
however, that the representations and warranties in
this subsection shall not apply to statements in or
omissions from the Registration Statement or
Prospectus made in reliance upon and in conformity
with information furnished to the Fund in writing by
the Underwriters expressly for use in the
Registration Statement or Prospectus and, with
respect to the representations and warranties of the
Fund, shall not apply to the description of the
Investment Advisor contained in the Prospectus under
the caption "Management of the Fund".
(ii) The accountants who certified the
financial statements included in the Registration
Statement are independent public accountants as
required by the 1933 Act and the Rules and
Regulations.
(iii) The financial statements included in
the Registration Statement present fairly the
financial position of the Fund as of the dates
indicated; and such financial statements have been
prepared in conformity with generally accepted
accounting principles applied on a consistent basis.
(iv) Since the date as of which information
is given in the Registration Statement and the
Prospectus, except as otherwise stated therein, (a)
there has been no material adverse change in the
condition, financial or otherwise, of the Fund, or in
the earnings, business affairs or business prospects
of the Fund, whether or not arising in the ordinary
course of business, (b) there have been no
transactions entered into by the Fund which are
material to the Fund other than those in the ordinary
course of business and (c) except for regular monthly
dividends on the outstanding common shares of
beneficial interest, without par value, of the Fund
(the "Common Shares") there has been no dividend or
distribution of any kind declared, paid or made by
the Fund on any class of the Common Shares.
3
{Page}
(v) The Fund has been duly established and
is validly existing as a voluntary association
(commonly referred to as a business trust) under the
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