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Title: |
Broker-Dealer Agreement |
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Date: |
2001 |
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Preview shows 7KB of 38KB total |
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Price: |
$39 |
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ID: |
#2387146 |
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PUTNAM MUNICIPAL BOND FUND
BANKERS TRUST COMPANY,
as Auction Agent
---------------------------
BROKER-DEALER AGREEMENT
dated as of __________, 2001
Relating to
Auction Rate Municipal Preferred Shares, Series A
Auction Rate Municipal Preferred Shares, Series B
of
PUTNAM MUNICIPAL BOND FUND
---------------------------
(BROKER DEALER)
{Page}
BROKER-DEALER AGREEMENT
This Broker-Dealer Agreement dated as of ____________, 2001
("Agreement"), is between Bankers Trust Company, a subsidiary of Deutsche Bank
Group and a New York banking corporation (the "Auction Agent") (not in its
individual capacity, but solely as agent of Putnam Municipal Bond Fund (the
"Fund"), pursuant to authority granted to it in the Auction Agency Agreement
dated as of ____________, 2001, between the Fund and the Auction Agent (the
"Auction Agency Agreement")) and (BROKER DEALER) (together with its successors
and assigns, "BD").
The Fund proposes to issue 2,920 Auction Rate Municipal Preferred
Shares ("AMPS"), Series A ("Series A AMPS") and 2,400 Auction Rate Municipal
Preferred Shares, Series B ("Series B AMPS"), all without par value and with a
liquidation preference of $25,000 per share plus accumulated but unpaid
dividends, pursuant to and with the powers, preferences and rights assigned to
them as set forth in Amendment No. 6 to the Bylaws of the Fund (the Series A
AMPS and Series B AMPS are herein collectively referred to as the "Preferred
Shares").
The Fund's Bylaws provide that for each Subsequent Rate Period of each
series of Preferred Shares then outstanding, the Applicable Rate for such series
of Preferred Shares for such Subsequent Rate Period shall be determined through
the operation of the Auction Procedures on the respective Auction Date therefor
next preceding Subsequent Rate Period. The Trustees have authorized the officers
of the Fund to negotiate the terms and provisions of and enter into the Auction
Agency Agreement, and have appointed Bankers Trust Company as Auction Agent for
the purposes of the Auction Agency Agreement.
The Auction Procedures require the participation of one or more
Broker-Dealers.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the Auction Agent and BD agree as follows:
I. DEFINITIONS AND RULES OF CONSTRUCTION.
1.1 TERMS DEFINED BY REFERENCE TO THE BYLAWS.
Capitalized terms not defined herein shall have the respective meanings
specified in the Bylaws.
1.2 TERMS DEFINED HEREIN.
As used herein, the following terms shall have the following meanings,
unless the context otherwise requires:
(a) "Auction" shall have the meaning specified in
Section 2.1 of the Auction Agency Agreement.
(b) "Auction Procedures" shall mean the Auction Procedures
that are set forth in Article 12, Section 12.1, Part II of the Bylaws.
{Page}
(c) "Authorized Officer" shall mean each Managing Director,
Vice President, Assistant Vice President and Associate of the Auction Agent and
every other officer or employee of the Auction Agent designated as an
"Authorized Officer" for purposes of this Agreement in a communication to BD.
(d) "BD Officer" shall mean each officer or employee of BD
designated as a "BD Officer" for purposes of this Agreement in a communication
to the Auction Agent.
(e) "Broker-Dealer Agreement" shall mean this Agreement and
any substantially similar agreement between the Auction Agent and a
Broker-Dealer.
(f) "Bylaws" shall mean the Bylaws of the Fund as
amended from time to time.
1.3 RULES OF CONSTRUCTION.
Unless the context or use indicates another or different meaning or
intent, the following rules shall apply to the construction of this Agreement:
(a) Words importing the singular number shall include
the plural number and vice versa.
(b) The captions and headings herein are solely for
convenience of reference and shall not constitute a part of this Agreement, nor
shall they affect its meaning, construction or effect.
(c) The words "hereof," "herein," "hereto," and other words of
similar import refer to this Agreement as a whole.
(d) All references herein to a particular time of day
shall be to New York City time.
II. NOTIFICATION OF DIVIDEND.
The provisions contained in
(a) Article 12, Section 12.1, Part I paragraph 2(e) of the
Bylaws concerning dividend rates and calculation of dividends, and
(b) Article 12, Section 12.1, Part I, paragraph 4 of the Bylaws
concerning Special Dividend Periods and the notification of a
Special Dividend Period,
will be followed by the Auction Agent and BD, and the provisions contained
therein are incorporated herein by reference in their entirety and shall be
deemed to be a part of this Agreement to the same extent as if such provisions
were set forth fully herein.
-2-
{Page}
III. THE AUCTION.
3.1 PURPOSE; INCORPORATION BY REFERENCE OF AUCTION PROCEDURES.
(a) On each Auction Date, the provisions of the Auction
Procedures will be followed by the Auction Agent for the purpose of determining
the Applicable Rate for each series of the Preferred Shares, for each Rate
Period. Each periodic operation of such procedures is hereinafter referred to as
an "Auction."
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