13D Filing: Bulldog Investors and Putnam Managed Municipal Income Trust (PMM)

APPENDIX A

TENDER OFFER CONDITIONS:

It is a condition to the Tender Offer that the Fund cannot accept tenders or
effect repurchases, unless otherwise determined by the Fund’s Board, if:
(1) such transactions, if consummated, would (a) result in delisting of the
Fund’s common shares from the New York Stock Exchange; (b) impair the Fund’s
status as a regulated investment company under the Internal Revenue Code of
1986 (which would make the Fund subject to federal income tax on all of its
net income and gains in addition to the taxation of shareholders who receive
distributions from the Fund); or (c) result in a failure of the Fund to
comply with the applicable asset coverage requirements in the event any
senior securities are issued and outstanding; (2) there shall be instituted
or pending before any governmental entity or court any action, proceeding,
application or claim, or any judgment, order or injunction sought, or any
other action taken by any person or entity, which (a) restrains, prohibits
or materially delays the making or consummation of the Tender Offer;
(b) challenges the acquisition by the Fund of ARPS pursuant to the Tender
Offer or the Board’s fulfillment of its fiduciary obligations in connection
with the Tender Offer; (c) seeks to obtain any material amount of damages
in connection with the Tender Offer; or (d) otherwise directly or indirectly
materially adversely affects the Tender Offer or the Fund; (3) there is
any (a) suspension of or limitation on prices for trading securities
generally on the New York Stock Exchange or other national securities
exchange(s); (b) declaration of a banking moratorium by Federal or state
authorities or any suspension of payment by banks in the United States or
New York State; or (c) limitation affecting the Fund or the issuers of its
portfolio securities imposed by federal or state authorities on the
extension of credit by lending institutions; (4) a third party has not
committed to provide the Fund with financing in such form and content
approved by the Fund’s Board, such as, but not limited to, the utilization
of variable municipal term preferred securities; or (5) if required by the
Fund’s bylaws, the holders of at least a majority of the Fund’s outstanding
ARPS have not affirmatively voted for, or consented to, the Fund’s
authorization, creation, or issuance of 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.