Page 2 of 3 – SEC Filing
See Exhibit A – Standstill Agreement.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As per the PRE 14A filed on March 8, 2017, there were 1,980 Auction Rate
Preferred outstanding as of December 31, 2016. The percentages set forth
herein were derived using such number. Phillip Goldstein, Andrew Dakos and
Steven Samuels own Bulldog Investors, LLC, a registered investment advisor.
As of May 25, 2017, Bulldog Investors, LLC is deemed to be the beneficial
owner of 148 shares of PMM Ser C (representing 7.47% of PMM Ser C outstanding
shares) solely by virtue of Bulldog Investors LLC’s power to direct the vote
of,and dispose of, these shares. These 148 shares of PMM Ser c include 89
shares (representing 4.49% of PMM Ser C outstanding shares) that are
beneficially owned by the following entities over which Messrs. Goldstein,
Dakos and Samuels exercise control: Opportunity Partners LP, Calapasas West
Partners LP, Full Value Special Situations Fund, LP, Full Value Offshore Fund,
Ltd., Opportunity Income Plus, Full Value Partners, LP, and MCM Opportunity
Partners, LP (collectively, “Bulldog Investors Group of Funds”). Bulldog
Investors Group of Funds may be deemed to constitute a group. All other shares
included in the aforementioned 148 shares of PMM Ser C beneficially owned by
Bulldog Investors LLC (solely by virtue of its power to sell or direct the
vote of these shares) are also beneficially owned by clients of Bulldog
Investors, LLC who are not members of any group. The total number of these
“non-group” shares is 59 shares (representing 2.98% of PMM Ser C outstanding
shares).
(b)Bulldog Investors,LLC has sole power to dispose of and vote 89 shares.
Bulldog Investors, LLC has shared power to dispose of and vote 59 shares.
Certain of Bulldog Investors, LLC’s clients (none of whom beneficially own more
than 5% of PMM Ser C shares) share this power with Bulldog Investors, LLC.
Messrs. Goldstein, Dakos and Samuels are control persons of Bulldog Investors,
LLC.
c) During the past 60 days no shares of PMM Ser C were purchased.
d) Clients of Bulldog Investors, LLC are entitled to receive any dividends or
sales proceeds.
e) N/A
ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
N/A
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exibit A – Stanstill Agreement
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: 5/26/17
By: /S/ Phillip Goldstein
Name: Phillip Goldstein
By: /S/ Andrew Dakos
Name: Andrew Dakos
By: /S/ Steven Samuels
Name: Steven Samuels
Bulldog Investors, LLC
By: /s/ Andrew Dakos
Andrew Dakos, Member
Footnote 1: The reporting persons disclaim beneficial ownership except
to the extent of any pecuniary interest therein.
Exhibit A:
STANDSTILL AGREEMENT
This Agreement (“Agreement”) is made and entered into as of the 24th
day of May, 2017, by and among Putnam Managed Municipal Income Trust (“PMM”
or the “Fund”), Putnam Investment Management, LLC (“Putnam Management” and
together with the Fund, the “Fund Parties”), Bulldog Investors, LLC
(“Bulldog Investors”), and Full Value Partners, L.P. (“Full Value Partners”
and together with Bulldog Investors, the “Bulldog Parties”).
WHEREAS, Putnam Management is registered as an investment adviser with
the Securities and Exchange Commission under the Investment Advisers Act of
1940, as amended, and acts pursuant to certain investment advisory or
investment management contracts as the investment adviser or investment
manager, as applicable, to various registered closed-end management investment
companies, including the Fund;
WHEREAS, the Bulldog Parties and their affiliates (together, “Bulldog”)
are holders of auction rate preferred shares (“ARPS”) issued by the Fund and
Full Value Partners has provided the Fund notice of its intent to nominate
Phillip Goldstein and Andrew Dakos as Trustees of the Fund at the continuation
of the Fund’s adjourned 2017 annual meeting of the shareholders (the “Bulldog
Nominations”);
WHEREAS, Bulldog holds no common shares of the Fund;
WHEREAS, the Bulldog Parties have engaged in discussions (the
“Discussions”) with the Fund Parties regarding the Bulldog Nominations, and
the Bulldog Parties’ shareholder proposal that the Fund afford its preferred
shareholders a means to obtain liquidity for their shares;
WHEREAS, the parties wish to resolve various matters associated with
the Discussions and Bulldog’s holdings of the Fund’s ARPS (including the
Bulldog Nominations).
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained in this Agreement, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:
1. Tender Offer. The Fund Parties agree to conduct a tender offer (the
“Tender Offer”) by the Fund for 100% of the Fund’s issued and outstanding ARPS
at a price equal to 89.75% of the liquidation preference of each respective
series of the ARPS as set forth in the Fund’s amended and restated bylaws,
scheduled to expire at least 20 business days after its commencement, as it
may be extended in accordance with the terms of the Tender Offer, but in any
event, no later than 11:59 P.M. Eastern Time on August 24, 2017 (“Expiration
Date”), subject only to substantially the same conditions as are set forth in
Appendix A hereto, which conditions do not include any minimum level of
participation in the Tender Offer by ARPS holders of the Fund. The Fund hereby
agrees that if, as of the Expiration Date of the Tender Offer, all of such
conditions are satisfied, it shall accept for payment all ARPS properly
tendered pursuant to the Tender Offer.
2. Reimbursement of proxy solicitation costs. Bulldog Investors shall
provide the Fund with an itemized list of expenses it incurred soliciting
proxies in connection with the Fund’s 2017 annual meeting of shareholders,
as well as evidence of its incursion of such expenses, and the Fund shall
reimburse Bulldog Investors for such expenses; however, the amount reimbursed
by the Fund shall not exceed $7,500.
3. Agreements and Obligations of the Bulldog Parties. The Bulldog Parties
hereby agree and undertake that:
(a) Bulldog shall promptly tender into the Tender Offer (and shall not
withdraw such tender) one-hundred percent (100%) of its holdings of ARPS of
the Fund (“Bulldog ARPS”), such that Bulldog would have no holdings in the
Fund’s ARPS following completion of the Tender Offer; provided, further that
the Fund shall not accept any Bulldog tender of less than 100% of Bulldog ARPS.
(b) Effective as of the close of the Tender Offer, Bulldog shall withdraw
all Bulldog Nominations and shall promptly make any required regulatory filings,
including but not limited to amendments to Schedule 13D filings, affirming such
withdrawal of the Bulldog Nominations. Bulldog shall also discontinue, as of the
date hereof, any proxy solicitation with respect to the Bulldog Nominations or
any other shareholder proposal for consideration at the continuation of the
Fund’s 2017 annual meeting of shareholders and Bulldog shall refrain from
introducing any proposal or nomination at the continuation of the Fund’s 2017
annual meeting of the shareholders or any adjournment thereof.
(c) Bulldog shall agree to vote at the continuation of the Fund’s 2017 annual
meeting of the shareholders or any adjournment thereof: (i) for the slate of
Trustees nominated by the Board of the Fund; and (ii) against any shareholder
proposals not recommended for shareholder approval by the Board of the Fund.
(d) The Bulldog Parties shall, for the period ending the day after the
completion of the Fund’s 2021 annual shareholder meeting, including any
adjournments or postponements thereof, (i) refrain from directly or indirectly
making or supporting any shareholder proposals concerning the Fund, including,
without limitation, any nomination of a candidate for Trustee of the Board of
Trustees of the Fund (the “Board”); (ii) vote in accordance with the Board’s
and management’s recommendations on any matters affecting the Fund;(iii) refrain
from directly or indirectly soliciting or encouraging others to vote against the
Board’s and management’s recommendations on any matters affecting the Fund;
(iv) refrain from directly or indirectly proposing, or making any filing with
respect to, any form of business combination, restructuring, recapitalization,
dissolution or similar transaction involving the Fund, including, without
limitation, a merger, tender or exchange offer, open-ending, share repurchase or
liquidation of the Fund’s assets; (v) refrain from granting a proxy with respect
to shares of the Fund other than to officers of, or other persons named as
proxies by, the Board; (vi) refrain from executing any written consent with
respect to Fund shares other than as may be solicited by the Board;
(vii) refrain from joining or participating in a group of unaffiliated third
parties concerning the Fund; (viii) refrain from seeking the removal of any
member of the Board; (ix) refrain from seeking control or influence over the
management or policies of the Fund; and (x) refrain from purchasing, or
obtaining voting control or seeking to obtain voting control over, any
additional securities issued by the Fund.
(e) Notwithstanding the foregoing, however, shares of the Fund held by
Special Opportunities Fund, Inc., and any other closed-end investment company
managed by Bulldog, may be voted in accordance with one of the methods
prescribed in Section 12(d)(1)(E)(iii)(aa) of the Investment Company Act of
1940 if they are required to be voted in accordance with one of those methods.
(f) To the extent such vote or votes occur, or such consent or consents are
requested, the Bulldog Parties agree to vote or provide consent(s) in accordance
with the Board’s and management’s recommendations concerning the Fund’s ability
to authorize, create, or issue securities ranking prior to or on parity with the
ARPS with respect to payment of dividends or the distribution of the Fund’s
assets upon liquidation.
4. Release of Any Claims; Covenants Not to Sue.
(a) Subject to and upon completion of the Tender Offer, each of the Bulldog
Parties, on behalf of itself, its heirs, beneficiaries, administrators, personal
representatives, successors, assigns, parents, subsidiaries, shareholders,
affiliates, and predecessors, as applicable, in exchange for the agreements
and other consideration in this Agreement, (i) does hereby compromise, settle,
and absolutely, unconditionally, and fully release and forever discharge each
of the Fund Parties and their current and former respective successors,
subsidiaries, affiliates, employees, officers, directors, trustees, managers,
agents, investors and shareholders,and each of their respective attorneys,
administrators, personal representatives, insurers and assigns (together, the
“Released Fund Parties”), of and from any and all claims, demands, debts,
liens, obligations,fees and expenses (including attorneys’ fees and expenses
related to any previously completed or ongoing litigation involving the
parties), harm, injuries, liabilities, cause or causes of action, whether
known or unknown, claimed or alleged, asserted or unasserted, either at
law or in equity,whether statutory, in contract or in tort, of any kind or
character which it has, or owns, or may now or in the future have
or own for any claims arising out of or relating in any way to the Discussions,
the Tender Offer or Bulldog’s acquisition of, transactions in, ownership of or
holdings in the Fund’s ARPS, in each case arising on or before the completion of
the Tender Offer and (ii) acknowledges and agrees that it will not now or in the
future bring any claim, action, lawsuit, arbitration proceeding or other form of
action against any of the Released Fund Parties, directly or indirectly, arising
out of or in any way connected with any claim or potential claim released under
this Agreement as referenced in sub-paragraph 4(a)(i) above, and that this
Agreement is a bar to any such claim, action, lawsuit, proceeding or other form
of action.
(b) Subject to and upon completion of the Tender Offer, each of the Fund
Parties, on behalf of itself, its heirs, beneficiaries, administrators, personal
representatives, successors, assigns, parents, subsidiaries, shareholders,
affiliates, and predecessors, as applicable, in exchange for the agreements and
other consideration in this Agreement, (i) does hereby compromise, settle, and
absolutely, unconditionally, and fully release and forever discharge each of the
Bulldog Parties and their current and former respective successors,subsidiaries,
affiliates, employees, officers, directors, trustees, managers, agents,investors
and shareholders, and each of their respective attorneys, administrators,
personal representatives, insurers and assigns (together, the “Released Bulldog
Parties”), of and from any and all claims, demands, debts, liens, obligations,
fees and expenses (including attorneys’ fees and expenses related to any
previously completed or ongoing litigation involving the parties), harm,
injuries, liabilities, cause or causes of action, whether known or unknown,
claimed or alleged, asserted or unasserted, either at law or in equity, whether
statutory, in contract or in tort, of any kind or character which it has, or
owns, or may now or in the future have or own for any claims arising out of or
relating in any way to the Discussions, the Tender Offer or Bulldog’s
acquisition of, transactions in, ownership of or holdings in the Fund’s ARPS,
in each case arising on or before the completion of the Tender Offer and
(ii) acknowledges and agrees that it will not now or in the future bring any
claim, action, lawsuit, arbitration proceeding or other form of action against
any of the Released Bulldog Parties, directly or indirectly, arising out of or
in any way connected with any claim or potential claim released under this
Agreement as referenced in sub-paragraph 4(b)(i) above, and that this Agreement
is a bar to any such claim, action, lawsuit, proceeding or other form of
action.
(c) The Bulldog Parties and the Fund Parties acknowledge and agree that
the releases and covenants provided in this Section 4 are in no way an
admission or acknowledgment of any liabilities, claims or causes of action
that one party may have against the other.
(d) The provisions of Section 4(a) and Section 4(b) shall not be deemed to
preclude any claim by any party hereto alleging a breach of the terms of this
Agreement.
5. No Disparagement. For a period of four (4) years from and after the
date of this Agreement, Bulldog, on the one hand, and the Fund Parties, on the
other hand, shall refrain from directly or indirectly disparaging, impugning,
or taking any action reasonably likely to damage the reputation of the other
party or its employees or affiliates or the current and former Trustees or
officers of the Fund with respect to the subject matter of the Discussions,
the Tender Offer or Bulldog’s holdings in the Fund’s ARPS, including relating
to prior discussions, actions and communications regarding the subject matter
of Fund proxy contests, governance, management, performance, compliance and
related topics. The foregoing shall not apply to any compelled testimony or
production of information, either by legal process, subpoena, or as part of
a response to a request for information from any governmental authority with
jurisdiction over the party from whom information is sought.
6. Injunctive Relief. Each party acknowledges that a breach of its
obligations under this Agreement may result in irreparable harm to the other
party for which monetary damages will not be sufficient. Each party hereto
agrees that, in the event of a breach or threatened breach by the other party
of its obligations under this Agreement, the non-breaching party shall be
entitled, in addition to its other rights and remedies hereunder or at law,
to injunctive or other equitable relief, and such further relief as may be
proper from a court of competent jurisdiction, including specific performance
of the obligations set forth in Section 3 of this Agreement.
7. Confidentiality. Until such time this Agreement is filed as an exhibit
to an amendment to the Schedule 13D, as amended, relating to the Fund filed by
Bulldog, the parties agree to keep all terms of this Agreement confidential and
shall not disclose them to any third party, except (i) for information provided
to those of the parties’ attorneys, accountants, agents, or tax advisors who
receive such information under an obligation to maintain it as confidential and
agree to do so; (ii) for information requested by, or required to be provided
to, regulators, including the U.S. Securities and Exchange Commission; and
(iii) that the Fund Parties may disclose the subject matter of the Tender Offer
to third parties, including to other holders of the Fund’s ARPS and to service
providers and agents who may be engaged to assist in conducting the Tender
Offer, before the Tender Offer is publicly announced. For the avoidance of
doubt, the Bulldog Parties acknowledge that the Fund will be required to file
a copy of this Agreement with its Form TO filings in connection with the Tender
Offer. Each of the Bulldog Parties acknowledges that the U.S. securities laws
generally prohibit any person who has received from an issuer material,
non-public information concerning such issuer from purchasing or selling
securities of such issuer and from communicating such information to any
other person under circumstances in which it is reasonably foreseeable that
such person is likely to purchase or sell such securities.
8. Term. This Agreement shall terminate on the earlier of (i) July 27, 2017,
if the Fund has not on or before that date commenced the Tender Offer, and
(ii) the day after the completion of the Fund’s 2021 annual shareholder meeting,
including any adjournments or postponements thereof, except, in each case,
the parties’ release of any claims and covenants not to sue under Section 4
hereof and the confidentiality obligations of the parties under Section 7
hereof shall survive the termination of this Agreement.
9. Miscellaneous.
(a) Notices. Any notices or other communications required or permitted
hereunder will be deemed to have been properly given and delivered if in
writing by such party or its legal representative and delivered personally
or sent by e-mail or other electronic communication, or by a nationally
recognized overnight courier service guaranteeing overnight delivery, addressed
as follows:
If to a Bulldog Party: Bulldog Investors, LLC
Park 80 West – Plaza Two
250 Pehle Avenue, Suite 708
Saddle Brook, NJ 07663
Attn: Phillip Goldstein
E-mail: PGoldstein@bulldoginvestors.com
If to a Fund Party: Putnam Investment Management, LLC
One Post Office Square
Boston, Massachusetts 02109
E-mail: Robert_Burns@putnam.com
(b) No Assignment; Binding Effect. No party shall assign this Agreement or
its rights hereunder without the express written consent of the other parties.
This Agreement is binding upon and inures to the benefit of the parties hereto
and their respective heirs, legal representatives, executors, administrators,
successors and assigns.
(c) Agreement Separable. In the event that any one or more of the provisions
of this Agreement shall for any reasons be held to be invalid, illegal or
unenforceable, the remaining provisions of this Agreement shall be unimpaired,
and the invalid, illegal or unenforceable provision or provisions shall be
replaced by a mutually acceptable provision, which being valid, legal and
enforceable, comes closest to the economic effect and intent of the parties
underlying the invalid, illegal or unenforceable provision or provisions. This
Agreement will not be binding on the parties unless and until it is approved
on behalf of the Fund by action of its Board. In that regard, Putnam Management,
in its capacity as investment manager for the Fund, will recommend that the
Fund’s Board approve this Agreement.
(d) Counterparts. This Agreement may be executed in any number of
counterparts, each of which will, for all purposes, be deemed to be an
original. Facsimile or electronic signatures shall have the same force
and effect as executed originals.
(e) Governing Law. The validity of this Agreement, the construction and
enforcement of its terms, and the interpretations of the rights and duties of
the parties shall be governed by the laws of the Commonwealth of Massachusetts,
without regard to conflicts of law rules. The parties hereto agree that the
defendant shall determine the proper forum for any legal controversy arising in
connection with this Agreement, and the parties hereby consent to the exclusive
jurisdiction of such court for such purposes, provided that such forum must be
in either a federal court in the borough of Manhattan, New York or a state or
federal court in Boston, Massachusetts. To the fullest extent permitted by
applicable law, each of the parties hereto hereby irrevocably waives any and
all right to trial by jury in any suit, action or proceeding arising under this
Agreement.
(f) Entire Agreement. This Agreement constitutes the entire agreement
between the parties with respect to the matters set forth herein, and there
are no other covenants, agreements, promises, terms and provisions, conditions,
undertakings or understandings, either oral or written, between them other
than those herein set forth. No subsequent alteration, amendment, change,
deletion or addition to this Agreement shall be binding upon the parties unless
in writing and signed by the parties.
(g) Further Assurances. Each party covenants, on behalf of itself and its
successors and assigns, to take all actions and do all things, and to promptly
and duly execute, acknowledge and deliver any and all such further instruments
and documents necessary or proper to achieve the purposes and objectives of
this Agreement.
(h) Massachusetts Business Trust Matters. A copy of the Amended and
Restated Agreement and Declaration of Trust of the Fund is on file with the
Secretary of State 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 the Fund under
this instrument are not binding upon any of the Trustees, officers or
shareholders of the Fund individually, but are binding only upon the assets
and property of the Fund.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above, and each party represents and acknowledges that it
possesses the requisite authority to execute this Agreement.
Putnam Managed Municipal Income Trust
By: /s/ Michael Higgins, Treasurer & Clerk of the Fund
Date: May 24, 2017
Putnam Investment Management, LLC
By: /s/ Robert T. Burns, Chief Legal Officer and General Counsel
Date: May 24, 2017
Bulldog Investors, LLC
By: /s/Phillip Goldstein, Member
Date: May 24, 2017
Full Value Partners, L.P.
By: /s/ Phillip Goldstein, Member of G.P.
Date: May 24, 2017
