[Federal Register Volume 60, Number 3 (Thursday, January 5, 1995)]
[Notices]
[Pages 1805-1807]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-234]



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SECURITIES AND EXCHANGE COMMISSION
[Rel. No. IC-20807; 812-9152]


Putnam Adjustable Rate U.S. Government Fund, et al.; Notice of 
Application

December 29, 1994.
AGENCY: Securities and Exchange Commission (``SEC'').

ACTION: Notice of Application for Exemption under the Investment 
Company Act of 1940 (the ``Act'').

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Applicants: Putnam Adjustable Rate U.S. Government Fund, Putnam 
American Government Income Fund, Putnam Arizona Tax Exempt Income Fund, 
Putnam Asia Pacific Growth Fund, Putnam Asset Allocation Funds, Putnam 
Balanced Government Fund, Putnam California Tax Exempt Income Trust, 
Putnam California Tax Exempt Money Market Fund, Putnam Capital 
Appreciation Fund, Putnam Capital Growth and Income Fund, Putnam 
Capital Manager Trust, Putnam Convertible Income-Growth Trust, Putnam 
Corporate Asset Trust, Putnam Diversified Equity Trust, Putnam 
Diversified Income Trust, Putnam Dividend Growth Fund, Putnam Equity 
Funds, Putnam Equity Income Fund, Putnam Europe Growth Fund, Putnam 
Federal Income Trust, Putnam Florida Tax Exempt Income Fund, The George 
Putnam Fund of Boston, Putnam Global Governmental Income Trust, Putnam 
Global Growth Fund, Putnam Growth Fund, The Putnam Fund for Growth and 
Income, Putnam Growth and Income Fund II, Putnam Health Sciences Trust, 
Putnam High Yield Advantage Fund, Putnam High Yield Trust, Putnam 
Income Fund, Putnam Intermediate Tax Exempt Fund, Putnam Investors 
Fund, Putnam Managed Income Trust, Putnam Massachusetts Tax Exempt 
Income Fund II, Putnam Michigan Tax Exempt Income Fund II, Putnam 
Minnesota Tax Exempt Income Fund II, Putnam Money Market Fund, Putnam 
Municipal Income Fund, Putnam Natural Resources Fund, Putnam New Jersey 
Tax Exempt Income Fund, Putnam New Opportunities Fund, Putnam New York 
Tax Exempt Income Trust, Putnam New York Tax Exempt Money Market Fund, 
Putnam New York Tax Exempt Opportunities Fund, Putnam Ohio Tax Exempt 
Income Fund II, Putnam OTC Emerging Growth Fund, Putnam Overseas Growth 
Fund, Putnam Pennsylvania Tax Exempt Income Fund, Putnam Research 
Analysts Fund, Putnam Tax Exempt Income Fund, Putnam Tax Exempt Money 
Market Fund, Putnam Tax-Free Income Trust, Putnam Total Return Bond 
Funds, Putnam U.S. Government Income Trust, Putnam Utilities Growth and 
Income Fund, Putnam Vista Fund and Putnam Voyager Fund, (collectively, 
the ``Open-End Trusts''), Putnam California Investment Grade Municipal 
Trust, Putnam Dividend Income Fund, Putnam High Income Convertible and 
Bond Fund, Putnam High Yield Municipal Trust, Putnam Intermediate 
Government Income Trust, Putnam Investment Grade Intermediate Municipal 
Trust, Putnam Investment Grade Municipal Trust, Putnam Investment Grade 
Municipal Trust II, Putnam Investment Grade Municipal Trust III, Putnam 
Managed [[Page 1806]] High Yield Trust, Putnam Managed Municipal Income 
Trust, Putnam Master Income Trust, Putnam Master Intermediate Income 
Trust, Putnam Municipal Opportunities Trust, Putnam New York Investment 
Grade Municipal Trust, Putnam Premier Income Trust and Putnam Tax-Free 
Health Care Fund (collectively, the ``Closed-End Trusts,'' and together 
with the Open-End Trusts, the ``Trusts''), and Putnam Investment 
Management, Inc. (the ``Manager'').

Relevant Act Sections: Order requested under section 6(c) of the Act 
for an exemption from sections 13(a)(2), 13(a)(3), 18(a), 18(c), 
18(f)(1), 22(f), 22(g) and 23(a) of the Act, and rule 2a-7 thereunder, 
under sections 6(c) and 17(b) of the Act for an exemption from section 
17(a)(1) of the Act, and under section 17(d) of the Act and rule 17d-1 
thereunder.

Summary of Application: Applicants request an order that would permit 
the Trusts to enter into deferred compensation arrangements with their 
trustees.

Filing Date: The application was filed on August 9, 1994 and amended on 
December 9, 1994.

Hearing or Notification of Hearing: An order granting the application 
will be issued unless the SEC orders a hearing. Interested persons may 
request a hearing by writing to the SEC's Secretary and serving 
applicants with a copy of the request, personally or by mail. Hearing 
requests should be received by the SEC by 5:30 p.m. on January 23, 
1995, and should be accompanied by proof of service on applicants, in 
the form of an affidavit or, for lawyers, a certificate of service. 
Hearing requests should state the nature of the writer's interest, the 
reason for the request, and the issues contested. Persons who wish to 
be notified of a hearing may request notification by writing to the 
SEC's Secretary.

ADDRESSES Secretary, SEC, 450 Fifth Street, N.W., Washington, D.C. 
20549. Applicants, One Post Office Square, Boston, Massachusetts 02111.

FOR FURTHER INFORMATION CONTACT: Deepak T. Pai, Staff Attorney, at 
(202) 942-0574, or Robert A. Robertson, Branch Chief, at (202) 942-0564 
(Division of Investment Management, Office of Investment Company 
Regulation).

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application may be obtained for a fee at the 
SEC's Public Reference Branch.

Applicant's Representations

    1. Each Open-End Trust is a registered open-end management 
investment company organized as a Massachusetts business trust. Certain 
of the Open-End Trusts consist of more than one series of shares. Each 
Closed-End Trust is a registered closed-end management investment 
company organized as a Massachusetts business trust and each consists 
of only a single series of shares. The Manager serves as the investment 
adviser for the Trusts. Putnam Mutual Funds Corp. serves as the Open-
End Trusts' principal underwriter. Applicants request that the proposed 
relief apply to the Trusts and all subsequently registered investment 
companies advised by the Manager (such registered investment companies, 
together with the Trusts, being referred to collectively as the 
``Funds''). Any relief granted from section 13(a)(3) of the Act would 
extend only to existing Trusts.
    2. Each Trust has a board of trustees, a majority of whom are not 
interested persons of the Manager or any of the Trusts. Each trustee of 
the Trusts receives an annual retainer fee and an additional fee for 
each trustees' meeting attended. Trustees who are not interested 
persons of the Manager or any of the Trusts and who serve on committees 
of the trustees receive additional fees for attendance at committee 
meetings. The proposed deferred fee arrangements would be implemented 
by means of a fee deferral plan (the ``Plan''), which would permit 
individual trustees to elect to defer receipt of all or a portion of 
their fees. This would enable these trustees to defer payment of income 
taxes on such fees.
    3. Under the Plan, the deferred trustee's fees will be credited to 
a book entry account established by each participating Fund (the 
``Deferred Fee Account''), as of the date the fees would have been paid 
to a trustee. The value of the Deferred Fee Account will be 
periodically adjusted by treating the Deferred Fee Account as though an 
equivalent dollar amount had been invested and reinvested in certain 
designated securities (the ``Underlying Securities''). The Underlying 
Securities for a Deferred Fee Account will be shares of the Funds that 
a participating trustee designates. Each Deferred Fee Account shall be 
credited or charged with book adjustments representing all interest, 
dividends and other earnings and all gains and losses that would have 
been realized had such account been invested in such Underlying 
Securities.
    4. The Fund's obligation to make payments from a Deferred Fee 
Account will be a general obligation of the Fund and payments made 
pursuant to the Plan will be made from each Fund's general assets and 
property. With respect to the obligations created under the Plan, the 
relationship of a trustee to the Fund will be only that of a general 
unsecured creditor. The Fund will be under no obligation to the trustee 
to purchase, hold or dispose of any investments but, if the Trust 
chooses to purchase investments to cover its obligations under the 
Plan, then any and all such investments will continue to be a part of 
the general assets and property of the Trust.
    5. As a matter of prudent risk management, each Fund intends to, 
and with respect to any money market Fund that values its assets by the 
amortized cost method will, purchase and maintain Underlying Securities 
in an amount equal to the deemed investments of the Deferred Fee 
Accounts. The Plan will not obligate any Fund to retain the services of 
a trustee, nor will it obligate any Fund to pay any (or any particular 
level of) trustee's fees to any trustee.

Applicants' Legal Analysis

    1. Applicants request an order that would exempt the Funds under 
section 6(c) of the Act from sections 13(a)(2), 18(a), 18(c), 18(f)(1), 
22(f), 22(g) and 23(a) of the Act, the rule 2a-7 thereunder, under 
sections 6(c) and 17(b) of the Act from section 17(a)(1) of the Act, 
and under section 17(d) of the Act and rule 17d-1 thereunder to permit 
the Funds to enter into the deferred fee arrangements. The existing 
Trusts also request an exemption under section 6(c) from section 
13(a)(3) of the Act. The finding required by section 17(b)(2) for the 
existing Trusts is predicated on the assumption that relief is granted 
from section 13(a)(3).
    2. Sections 18(a) and 18(c) restrict the ability of a registered 
closed-end investment company to issue senior securities. Section 
18(f)(1) generally prohibits a registered open-end investment company 
from issuing senior securities. Section 13(a)(2) requires that a 
registered investment company obtain shareholder authorization before 
issuing any senior security not contemplated by the recitals of policy 
in its registration statement. Applicants state that the Plan possesses 
none of the characteristics of senior securities that led Congress to 
enact these sections. The Plan would not induce speculative investments 
or provide opportunities for manipulative allocation of any Fund's 
expenses or [[Page 1807]] profits, affect control of any Fund, confuse 
investors or convey a false impression as to the safety of their 
investments, or be inconsistent with the theory of mutuality of risk. 
All liabilities created under the Plan would be offset by equal amounts 
of assets that would not otherwise exist if the fees were paid on a 
current basis.
    3. Section 22(f) prohibits undisclosed restrictions on 
transferability or negotiability of redeemable securities issued by 
open-end investment companies. The Plan would set forth all such 
restrictions, which would be included primarily to benefit the 
participating trustees and would not adversely affect the interests of 
the trustee, the Fund or of any shareholder.
    4. Sections 22(g) and 23(a) prohibit registered open-end investment 
companies and closed-end investment companies, respectively, from 
issuing any of their securities for services or for property other than 
cash or securities. These provisions prevent the dilution of equity and 
voting power that may result when securities are issued for 
consideration that is not readily valued. Applicants believe that the 
Plan merely would provide for deferral of payment of such fees and thus 
should be viewed as being issued not in return for services but in 
return for a Fund not being required to pay such fees on a current 
basis.
    5. Section 13(a)(3) provides that no registered investment company 
shall, unless authorized by the vote of a majority of its outstanding 
voting securities, deviate from any investment policy that is 
changeable only if authorized by shareholder vote. Certain of the 
Trusts have a fundamental investment restriction specifically or 
effectively prohibiting them from investing in securities of other 
investment companies, except in connection with a merger, consolidation 
or acquisition of assets. Applicants believe that it is appropriate to 
exempt applicants as necessary from section 13(a)(3) so as to enable 
the existing Trusts to invest in Underlying Securities without a 
shareholder vote. Applicants will provide notice to shareholders in the 
statement of additional information of the deferred fee arrangement 
with the trustees. The value of the Underlying Securities will be de 
minimis in relation to the total net assets of the respective Fund, and 
will at all times equal the value of the Fund's obligations to pay 
deferred fees. Because investment companies that might exist in the 
future could establish fundamental policies that would accommodate 
purchases of shares of investment companies in connection with the 
deferred fee arrangement, the relief requested from section 13(a)(3) 
would extend to existing Trusts only.
    6. Rule 2a-7 imposes certain restrictions on the investments of 
``money market funds,'' as defined under the rule, that would prohibit 
a Fund that is a money market fund from investing in the shares of any 
other Fund. Applicants believe that the requested exemption would 
permit the Funds to achieve an exact matching of Underlying Securities 
with the deemed investments of the Deferred Fee Accounts, thereby 
ensuring that the deferred fees would not affect net asset value.
    7. Section 17(a)(1) generally prohibits an affiliated person of a 
registered investment company from selling any security to such 
registered investment company, except in limited circumstances. Funds 
that are advised by the same entity may be ``affiliated persons'' under 
section 2(a)(3)(C) of the Act. Applicants believe that an exemption 
from this provision would not implicate Congress' concerns in enacting 
section 17(a)(1) but would facilitate the matching of each Fund's 
liability for deferred trustees' fees with the Underlying Securities 
that would determine the amount of such Fund's liability. Applicants 
assert that the proposed transaction satisfies the criteria of sections 
6(c) and 17(b).
    8. Section 17(d) and rule 17d-1 generally prohibit a registered 
investment company's joint or joint and several participation with an 
affiliated person in a transaction in connection with any joint 
enterprise or other joint arrangement without SEC approval. Under the 
Plan, participating trustees will not receive a benefit that otherwise 
would inure to a Fund or its shareholders. When all payments have been 
made to a participating trustee, the participating trustee will be no 
better off (apart from the effect of tax deferral) than if he or she 
had received trustees fees on a current basis and invested them in 
Underlying Securities.

Applicants' Conditions

    Applicants agree that the order granting the requested relief shall 
be subject to the following conditions:
    1. With respect to the requested relief from rule 2a-7, any money 
market Fund that values its assets by the amortized cost method or the 
penny-rounding method will buy and hold Underlying Securities that 
determine the performance of Deferred Fee Accounts to achieve an exact 
match between such Fund's liability to pay deferred fees and the assets 
that offset that liability.
    2. If a Fund purchases Underlying Securities issued by an 
affiliated Fund, the purchasing Fund will vote such shares in 
proportion to the votes of all other holders of shares of such 
affiliated Fund.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-234 Filed 1-4-95; 8:45 am]
BILLING CODE 8010-01-M