Franklin Managed Municipal Income Trust SC TO-I, filed Oct 1, 2026
Franklin Managed Municipal Income Trust (PMM)
As filed with the Securities and Exchange Commission on October 1, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
Franklin Managed Municipal Income Trust
(Name of Subject Company (issuer))
Franklin Managed Municipal Income Trust
(Name of Filing Person (offeror))
Remarketed Preferred Shares, Series A and Series C
(Title of Class of Securities)
746823202
746823400
(CUSIP Number of Class of Securities)
100 Federal Street
Boston, Massachusetts 02110
(Address of Principal Executive Offices)
(617) 292-1000
(Registrant’s Telephone Number, Including Area Code)
Jane Trust
Franklin Templeton
One Madison Avenue, 17th Floor
New York, New York 10010
(Name and Address and Telephone of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
Copies to:
| David W. Blass, Esq. Ryan P. Brizek, Esq. Debra Sutter, Esq. Simpson Thacher & Bartlett LLP 900 G Street NW Washington, DC 20001 |
Marc A. De Oliveira, Esq. Venice Monagan, Esq. Franklin Templeton 100 First Stamford Place Stamford, CT 06902 |
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which this statement relates:
| ☐ | third party tender offer subject to Rule 14d-1 |
| ☒ | issuer tender offer subject to Rule 13e-4 |
| ☐ | going-private transaction subject to Rule 13e-3 |
| ☐ | amendment to Schedule 13D under Rule 13d-2 |
Check the following box if the filing is a final amendment reporting the results of the tender offer. ☐
Introductory Statement
This Issuer Tender Offer Statement on Schedule TO relates to an offer by Franklin Managed Municipal Income Trust, a Massachusetts business trust (the “Fund”), to purchase for cash up to 100% of the Fund’s outstanding Remarketed Preferred Shares, Series A and Series C (the “Preferred Shares”), at 92.875% of the liquidation preference of $100,000 per Series A share and $50,000 per Series C share, plus any unpaid dividends accrued through the termination date of this tender offer, upon the terms and subject to the conditions contained in the Offer to Purchase dated October 1, 2026 and the related Letter of Transmittal which are filed as exhibits to this Schedule TO.
ITEMS 1 THROUGH 9 AND ITEM 11
The information set forth in the Offer to Purchase and the related Letter of Transmittal is incorporated herein by reference with respect to Items 1 through 9 and Item 11 of this Schedule TO.
ITEM 10. FINANCIAL STATEMENTS.
(a) The information set forth in the Offer to Purchase under Section 8 (“Financial Information”) is incorporated herein by reference.
(b) Not applicable.
ITEM 12. EXHIBITS
| EXHIBIT NO. | DESCRIPTION | |
| (a)(1)(i) | Offer to Purchase, dated October 1, 2026 | |
| (a)(1)(ii) | Form of Letter of Transmittal | |
| (a)(1)(iii) | Form of Notice of Guaranteed Delivery | |
| (a)(1)(iv) | Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees | |
| (a)(1)(v) | Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees | |
| (a)(1)(vi) | Form of Notice of Withdrawal of Tender | |
| (a)(2) | None | |
| (a)(3) | Not Applicable | |
| (a)(4) | Not Applicable | |
| (a)(5) | Press Release issued on October 1, 2026 | |
| (b) | None | |
| (d) | None | |
| (e) | None | |
| (g) | None | |
| (h) | None | |
| 107 | Calculation of Filing Fee Tables | |
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3
Not Applicable.
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SIGNATURE
After due 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.
| FRANKLIN MANAGED MUNICIPAL INCOME TRUST | ||
| By: | /s/ Jane E. Trust | |
| Name: Jane E. Trust | ||
| Title: President, Chief Executive Officer and Trustee | ||
| Dated: October 1, 2026 | ||
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EXHIBIT INDEX
| EXHIBIT NO. | DESCRIPTION | |
| (a)(1)(i) | Offer to Purchase, dated October 1, 2026 | |
| (a)(1)(ii) | Form of Letter of Transmittal | |
| (a)(1)(iii) | Form of Notice of Guaranteed Delivery | |
| (a)(1)(iv) | Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees | |
| (a)(1)(v) | Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees | |
| (a)(1)(vi) | Form of Notice of Withdrawal of Tender | |
| (a)(5) | Press Release issued on October 1, 2026 | |
| 107 | Calculation of Filing Fee Tables | |
Exhibit (a)(1)(i)
THE OFFER TO PURCHASE
FRANKLIN MANAGED MUNICIPAL INCOME TRUST (THE “FUND”)
DATED OCTOBER 1, 2026
OFFER TO PURCHASE FOR CASH UP TO 100% OF THE FUND’S OUTSTANDING
REMARKETED PREFERRED SHARES, SERIES A AND SERIES C (THE “PREFERRED SHARES”)
AT 92.875% OF THE LIQUIDATION PREFERENCE
OF $100,000 PER SERIES A SHARE AND $50,000 PER SERIES C SHARE, PLUS ANY UNPAID DIVIDENDS ACCRUED THROUGH THE TERMINATION DATE
THE OFFER WILL TERMINATE AT 5:00 PM NEW YORK CITY TIME ON October 29, 2026, UNLESS
THE OFFER IS EXTENDED
THIS OFFER TO PURCHASE AND THE ACCOMPANYING LETTER OF TRANSMITTAL (WHICH, TOGETHER WITH ANY AMENDMENTS OR SUPPLEMENTS THERETO, COLLECTIVELY CONSTITUTE THE “OFFER”) IS BEING MADE TO ALL PREFERRED SHAREHOLDERS AND IS CONDITIONED ON THE FUND’S ISSUANCE OF NEW VARIABLE RATE DEMAND PREFERRED SHARES (“NEW PREFERRED SHARES”) WITH AN AGGREGATE LIQUIDATION PREFERENCE AT LEAST EQUAL TO THE AGGREGATE LIQUIDATION PREFERENCE OF PREFERRED SHARES ACCEPTED IN THE OFFER, AND CERTAIN OTHER CONDITIONS.
NONE OF THE FUND, ITS BOARD OF TRUSTEES, FRANKLIN ADVISERS, INC. (“FAV”), THE FUND’S INVESTMENT MANAGER, OR FRANKLIN TEMPLETON INVESTMENT MANAGEMENT LIMITED (“FTIML”) AND PUTNAM INVESTMENT MANAGEMENT, LLC (“PUTNAM MANAGEMENT”, AND TOGETHER WITH FTIML, THE “SUBADVISERS”), MAKES ANY RECOMMENDATION AS TO WHETHER TO TENDER OR NOT TO TENDER PREFERRED SHARES IN THE OFFER. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED HEREIN AND IN THE LETTER OF TRANSMITTAL, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MAY NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND, ITS BOARD OF TRUSTEES, FAV, OR THE SUBADVISERS. THE FUND HAS BEEN ADVISED THAT NO TRUSTEE OR OFFICER OF THE FUND INTENDS TO TENDER ANY PREFERRED SHARES PURSUANT TO THE OFFER.
THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED ON THE FAIRNESS OR MERITS OF SUCH TRANSACTION OR ON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
IMPORTANT
Any holder (“Preferred Shareholder”) of the Fund’s Preferred Shares desiring to tender any portion of such holder’s Preferred Shares to the Fund should deliver such Preferred Shares pursuant to the procedures for book-entry transfers set forth in Section 3 of this Offer prior to the termination date of the tender offer. If your Preferred Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, contact the nominee and have the nominee tender your Preferred Shares for you. The Fund reserves the absolute right to reject Preferred Shares determined not to be tendered in appropriate form.
If you want to tender your Preferred Shares and your Preferred Shares are not immediately available, or you cannot comply with the procedures for book-entry transfers described in this Offer on a timely basis, you may tender such Preferred Shares by following the procedures for guaranteed delivery set forth in Section 3 of this Offer to Purchase. The Fund may reject any tender not fully in compliance with these procedures.
Questions about how to tender your Preferred Shares and requests for additional copies of this Offer to Purchase and the Letter of Transmittal may be directed to EQ Fund Solutions, LLC (the “Information Agent”) in the manner set forth on the last page of this Offer to Purchase.
To tender your Preferred Shares, you must follow the procedures described in this Offer to Purchase, the letter of transmittal and the other documents related to the Offer. If you do not wish to tender your Preferred Shares, you need not take any action.
THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION, AND YOU SHOULD CAREFULLY READ BOTH IN THEIR ENTIRETY BEFORE YOU MAKE A DECISION WITH RESPECT TO THE OFFER.
October 1, 2026
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| SECURITIES SOUGHT | Up to 100% of the Fund’s Remarketed Preferred Shares, Series A and Series C | |
| PRICE OFFERED PER SHARE | 92.875% of the liquidation preference of $100,000 per Series A share and $50,000 per Series C share, plus any unpaid dividends accrued through 5:00 p.m., New York City time, on October 29, 2026 | |
| SCHEDULED TERMINATION DATE | October 29, 2026 | |
| PURCHASER | Franklin Managed Municipal Income Trust
This is an issuer tender offer. | |
The following are some of the questions that you may have and answers to those questions. You should carefully read this Offer to Purchase and the Fund’s Letter of Transmittal in their entirety because the information in this summary term sheet is not complete and additional important information is contained in the Offer.
What is the Offer?
The Board of Trustees of Franklin Managed Municipal Income Trust (the “Fund”) has authorized the Fund to conduct a tender offer to purchase for cash up to 100% of the Fund’s Remarketed Preferred Shares, Series A and Series C (the “Preferred Shares”), at 92.875% of the liquidation preference of $100,000 per Series A share and $50,000 per Series C share, plus any unpaid dividends accrued through 5:00 p.m., New York City time, on October 29, 2026, or such later date to which the Offer is extended (the “Termination Date”), upon specified terms and subject to (i) the closing of the proposed private offering of New Preferred Shares (as defined and described in Section 5) and (ii) certain other conditions as set forth in the tender offer documents. The Preferred Shares are not listed on any securities exchange and there is no established trading market for the Preferred Shares.
Why is the Fund making the Offer?
The Offer is being made in connection with a proposal to refinance the Fund’s current leverage represented by the outstanding Preferred Shares. The Fund uses leverage to seek to enhance the distributions and investment return available over time to the Fund’s common shareholders by seeking to earn a rate of portfolio return (which includes the return related to investments made with proceeds from leverage) that exceeds the leverage costs. Consistent with patterns in the broader market for auction rate securities, beginning in February 2008, each auction of the Preferred Shares has not attracted sufficient clearing bids for there to be a successful auction and the Fund believes that such auctions are unlikely to re-start in the near future, if at all. A failed auction is not a default on or loss of capital of, the Preferred Shares, and in the case of a failed auction, the Fund continues to pay dividends, but at the specified maximum rate rather than at a market clearing rate. However, as a result of the failed auctions, holders of the Preferred Shares who desire to sell their Preferred Shares have been unable to do so in the auction process. The Fund also believes that no well-established secondary market for auction rate securities exists today.
In light of the continued auction failures and the general market conditions for auction rate preferred shares, Franklin Advisers, Inc. (“FAV”), the Fund’s investment manager, and Franklin Templeton Investment Management Limited (“FTIML”) and Putnam Investment Management, LLC (“Putnam Management”, and together with FTIML, the “Subadvisers”), the Fund’s subadvisers, evaluated alternative leverage solutions that they believe would provide liquidity for the holders of the Preferred Shares and also be in the best interests of the Fund’s common shareholders and the Fund as a whole. On July 29, 2026, the Board of Trustees of the Fund
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approved a proposal presented by FAV and the Subadvisers to refinance the Fund’s current leverage by (i) conducting the Offer for the Preferred Shares at a discounted price and (ii) issuing New Preferred Shares with an aggregate liquidation preference at least equal to the aggregate liquidation preference of Preferred Shares accepted in the Offer.
None of the Fund, its Board of Trustees, FAV or the Subadvisers has made any recommendation to any shareholder as to whether to tender or refrain from tendering Preferred Shares. Shareholders are urged to evaluate carefully all information in the Offer Documents, consult their own investment and tax advisers and make their own decisions whether to tender or refrain from tendering their Preferred Shares.
Are there conditions to the Offer?
The Offer is conditioned upon the closing of the proposed private offering of New Preferred Shares. The Offer is also subject to certain other conditions as described in Section 12 of this Offer to Purchase.
When will the Offer terminate, and may the offer be extended?
The Offer will terminate at 5:00 p.m., New York City time, on October 29, 2026, unless extended. The Fund may extend the period of time the Offer will be open by issuing a press release or making some other public announcement by no later than 9:00 a.m. New York City time on the next business day after the Offer otherwise would have terminated. See Section 1 of this Offer to Purchase.
If you hold your Preferred Shares directly, you have until the termination of the Offer to decide whether to tender your Preferred Shares in the Offer. If your Preferred Shares are registered in the name of your broker or other Nominee Holder (as defined below), you may need to decide whether to tender your Preferred Shares in the Offer before the Termination Date, in order to allow such Nominee Holder time to tender your Preferred Shares. You should consult your broker or other Nominee Holder to determine if there is an earlier deadline by which you must inform such Nominee Holder of any decision to tender your Preferred Shares and provide to such Nominee Holder any other required materials.
How do I tender my Preferred Shares?
To tender Preferred Shares in the Offer, you must deliver the Preferred Shares to Equiniti Trust Company, LLC (the “Depositary”) not later than the time the Offer terminates. If your Preferred Shares are held in street name by your broker or other Nominee Holder, such nominee can tender your Preferred Shares through The Depository Trust Company. See Section 3 of this Offer, which describes procedures for tendering your Preferred Shares.
Is there any cost to me to tender?
No fees or commission will be payable to the Fund in connection with the Offer. However, if you own Preferred Shares through a broker or other Nominee Holder, and your broker or other Nominee Holder tenders your Preferred Shares on your behalf, your broker or other Nominee Holder may charge you a fee for doing so. You should consult your broker or other Nominee Holder to determine whether any charges will apply.
May I withdraw my Preferred Shares after I have tendered and, if so, by when?
Yes, you may withdraw your Preferred Shares at any time prior to the Termination Date. If your Preferred Shares are registered in the name of your broker or other Nominee Holder, contact that Nominee Holder to withdraw your tendered Preferred Shares. You may need to allow such Nominee Holder additional time to withdraw your tendered Preferred Shares. You should consult your broker or other Nominee Holder to determine if there is an earlier deadline by which you must inform such Nominee Holder of any decision to withdraw your tendered Preferred Shares.
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A withdrawal may not be rescinded, but withdrawn Preferred Shares may be re-tendered by following the tender procedures before the Offer terminates (including any extension period). See Section 4 of this Offer to Purchase.
How do I withdraw previously tendered Preferred Shares?
A notice of withdrawal of tendered Preferred Shares must be timely received by the Depositary, and must specify the name of the Preferred Shareholder who tendered the Preferred Shares and the number of Preferred Shares being withdrawn (which must be all of the Preferred Shares tendered). See Section 4 of this Offer to Purchase.
May I place any condition on my tender of Preferred Shares?
No.
Is there a limit on the number of Preferred Shares I may tender?
No.
Must I tender all of my Preferred Shares for repurchase?
No. You may tender for repurchase all or part of the Preferred Shares you own.
Does the Fund have the financial resources to make payment?
Assuming the Fund purchases 100% of its outstanding Preferred Shares at 92.875% of the liquidation preference of $100,000 per Series A share and $50,000 per Series C share, the total cost, not including fees and expenses incurred in connection with the Offer, will be approximately $92,000,000, plus any unpaid dividends accrued through the Termination Date. The Fund intends to use the proceeds from the proposed private offering of New Preferred Shares and/or use cash on hand or sell securities in the Fund’s investment portfolio to pay the purchase price for Preferred Shares tendered and accepted for payment. See Section 5 of this Offer to Purchase.
Is my sale of Preferred Shares in the Offer a taxable transaction for U.S. federal income tax purposes?
For most Preferred Shareholders, yes. The sale of Preferred Shares pursuant to the Offer by U.S. Preferred Shareholders (as defined in Section 7), other than those who are tax-exempt, will be a taxable transaction for U.S. federal income tax purposes, either as a sale or exchange, or, under certain circumstances, as a distribution with respect to such Preferred Shares. See Section 7 of this Offer to Purchase for a more detailed discussion of certain U.S. federal income tax consequences of the Offer. Preferred Shareholders are advised to consult their own tax advisors.
Is the Fund required to complete the Offer and purchase all Preferred Shares tendered?
There are certain circumstances in which the Fund will not be required to purchase any Preferred Shares tendered as described in Section 12 of this Offer to Purchase.
Is there any reason Preferred Shares tendered will not be accepted?
In addition to those circumstances described in Section 12 of this Offer to Purchase in which the Fund is not required to accept tendered Preferred Shares, the Fund has reserved the right to reject any and all tenders determined by it not to be in appropriate form.
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If Preferred Shares I tender are accepted by the Fund, how and when will payment be made?
If accepted for payment, the Fund will pay for all validly tendered and not withdrawn Preferred Shares promptly after the Termination Date for the Offer. The Fund will pay for your validly tendered and not withdrawn Preferred Shares in U.S. dollars by depositing the purchase price with the Depositary, which will act as your agent for the purpose of receiving payments from us and transmitting such payments to you. In all cases, payment for tendered Preferred Shares will be made only after timely receipt by the Depositary of the Preferred Shares, confirmation of a book-entry transfer of such Preferred Shares, and any other required documents as described in Section 3 of this Offer to Purchase.
What action need I take if I decide not to tender my Preferred Shares?
None.
If I decide not to tender my Preferred Shares in the Offer, how will the Offer affect my Preferred Shares?
If you decide not to tender your Preferred Shares, you will still own the same number of Preferred Shares, and the terms of the Preferred Shares will remain the same. The Preferred Shares are not listed on any securities exchange and there is no established trading market for the Preferred Shares. Since February 2008, the periodic auctions for the Preferred Shares have consistently “failed” because of insufficient demand (bids to buy shares) to meet the supply (shares offered for sale) at each auction. As a result, holders desiring to sell their Preferred Shares through auctions have been, and in the future may be, unable to do so and, even if they can sell their Preferred Shares, may only be able to sell at a substantial discount to the liquidation preference of the Preferred Shares outside of the auction process. If you do not tender your Preferred Shares, the Fund cannot assure you that you will be able to sell your Preferred Shares in the future; you may be forced to hold the Preferred Shares indefinitely or you may have to sell your Preferred Shares at a significant discount to their liquidation preference of $100,000 per Series A share and $50,000 per Series C share.
However, the purchase price of the Preferred Shares reflects a 7.125% discount to the liquidation preference of $100,000 per Series A share and $50,000 per Series C share. As a result, Preferred Shareholders who tender their Preferred Shares for purchase by the Fund pursuant to this Offer will realize less than they are entitled to receive upon a liquidation of the Fund (to the extent assets are available in such liquidation). In addition, in the event the Fund were to effect a redemption of Preferred Shares pursuant to its terms, the Fund would be required to pay a redemption price per share equal to the sum of $100,000 per Series A share and $50,000 per Series C share, plus an amount equal to accumulated but unpaid dividends thereon (whether or not earned or declared) to (but not including) the date fixed for redemption.
Any Preferred Shares that remain outstanding after the consummation of this Offer will rank pari passu with the New Preferred Shares (as defined in Section 5) that the Fund proposes to issue through a private offering.
How do I obtain additional information?
If you own Preferred Shares through a broker or other Nominee Holder, you can call your broker or other Nominee Holder. Requests for additional copies of the Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery, the Notice of Withdrawal and all other tender offer documents should be directed to the Information Agent, toll free at (800) 967-0261. Questions about how to tender your Preferred Shares should be directed to the Information Agent.
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TO THE PREFERRED SHAREHOLDERS OF FRANKLIN MANAGED MUNICIPAL INCOME TRUST
Franklin Managed Municipal Income Trust, a Massachusetts business trust (the “Fund”) registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a closed-end, diversified management investment company, hereby offers to purchase for cash up to 100% of its Remarketed Preferred Shares, Series A and Series C (the “Preferred Shares”), at 92.875% of the liquidation preference of $100,000 per Series A share and $50,000 per Series C share, plus any unpaid dividends accrued on or prior to 5:00 p.m., New York City time, on October 29, 2026, or such later date to which the Offer is extended (the “Termination Date”), upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which together constitute the “Offer”). The depositary for the Offer is Equiniti Trust Company, LLC (the “Depositary”). The Fund has provided materials for the Offer to record holders on or about October 1, 2026.
THIS OFFER IS BEING EXTENDED TO ALL PREFERRED SHAREHOLDERS OF THE FUND AND IS CONDITIONED UPON THE FUND’S ISSUANCE OF NEW PREFERRED SHARES WITH AN AGGREGATE LIQUIDATION PREFERENCE AT LEAST EQUAL TO THE AGGREGATE LIQUIDATION PREFERENCE OF PREFERRED SHARES ACCEPTED IN THE OFFER, AND CERTAIN OTHER CONDITIONS AS OUTLINED HEREIN AND IN THE LETTER OF TRANSMITTAL. SEE SECTION 12 OF THIS OFFER TO PURCHASE.
NONE OF THE FUND, ITS BOARD OF TRUSTEES, FRANKLIN ADVISERS, INC. (“FAV”), THE FUND’S INVESTMENT MANAGER, OR FRANKLIN TEMPLETON INVESTMENT MANAGEMENT LIMITED (“FTIML”) AND PUTNAM INVESTMENT MANAGEMENT, LLC (“PUTNAM MANAGEMENT”, AND TOGETHER WITH FTIML, THE “SUBADVISERS”) MAKES ANY RECOMMENDATION AS TO WHETHER TO TENDER OR NOT TO TENDER PREFERRED SHARES IN THE OFFER. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED HEREIN AND IN THE LETTER OF TRANSMITTAL, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MAY NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND, ITS BOARD OF TRUSTEES, FAV, OR THE SUBADVISERS. THE FUND HAS BEEN ADVISED THAT NO TRUSTEE OR OFFICER OF THE FUND INTENDS TO TENDER ANY PREFERRED SHARES PURSUANT TO THE OFFER.
THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED ON THE FAIRNESS OR MERITS OF SUCH TRANSACTION OR ON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
As of the date of this Offer to Purchase, there were 240 Series A Preferred Shares and 1,507 Series C Preferred Shares issued and outstanding.
No fees or commission will be payable to the Fund in connection with the Offer. However, if you own Preferred Shares through a broker, dealer, commercial bank, trust company or other nominee (“Nominee Holder”), and your broker or other Nominee Holder tenders your Preferred Shares on your behalf, your broker or other Nominee Holder may charge you a fee for doing so. You should consult your broker or other Nominee Holder to determine whether any charges will apply.
Any Preferred Shares acquired by the Fund pursuant to the Offer will be retired automatically and will have the status of unissued shares. Tendering Preferred Shareholders may be obligated to pay brokerage fees or commissions or, subject to Instruction 6 of the Letter of Transmittal, transfer taxes on the purchase of Preferred Shares by the Fund.
THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION, AND YOU SHOULD CAREFULLY READ BOTH IN THEIR ENTIRETY BEFORE YOU MAKE A DECISION WITH RESPECT TO THE OFFER.
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1. Terms of the Offer; Extension of the Offer; Amendment; Termination Date. Upon the terms and subject to the conditions set forth in the Offer, the Fund will accept for payment, and pay for, up to 100% of the Fund’s outstanding Preferred Shares validly tendered on or prior to 5:00 p.m., New York City time, on October 29, 2026, or such later date to which the Offer is extended (the “Termination Date”) and not withdrawn as permitted by Section 4.
The price to be paid for the Preferred Shares is an amount per share, net to the seller in cash, equal to 92.875% of the liquidation preference of $100,000 per Series A share and $50,000 per Series C share, plus any unpaid dividends accrued through the Termination Date. Under no circumstances will interest be paid on the offer price for tendered Preferred Shares, regardless of any extension of or amendment to the Offer or any delay in paying for such Preferred Shares.
The Fund expressly reserves the right, in its sole and absolute discretion, at any time or from time to time, to extend the period of time during which the Offer is open by making a public announcement therefor. Any such announcement will be made no later than 9:00 a.m. New York City time on the next business day after the previously scheduled Termination Date. During the extension, all Preferred Shares previously tendered and not withdrawn will remain subject to the Offer, subject to the right of a tendering Preferred Shareholder to withdraw his or her Preferred Shares.
The Fund also reserves the right, at any time and from time to time up to and including the Termination Date, to (a) upon the occurrence or non-occurrence, as applicable, of any of the conditions specified in Section 12 of this Offer to Purchase, the Fund may (i) terminate its Offer and not purchase or pay for any Preferred Shares or, (ii) subject to applicable law, postpone payment for Preferred Shares; and (b) amend its Offer in any respect by making a public announcement thereof. Such public announcement will be issued no later than 9:00 a.m. New York City time on the next business day after the previously scheduled Termination Date. Without limiting the manner in which the Fund may choose to make a public announcement of extension, termination or amendment, except as provided by applicable law, the Fund shall have no obligation to publish, advertise or otherwise communicate any such public announcement.
If the Fund materially changes the terms of its Offer or the information concerning its Offer, or if it waives a material condition of its Offer, the Fund will extend its Offer to the extent required by rules promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These rules require that the minimum period during which the Offer must remain open following material changes in the terms of the offer or information concerning the offer (other than a change in price or a change in percentage of securities sought) will depend on the facts and circumstances, including the relative materiality of such terms or information. If (i) the Fund increases or decreases the price to be paid for Preferred Shares, or the Fund decreases the number of Preferred Shares being sought and (ii) its Offer is scheduled to terminate at any time earlier than the termination of a period ending on the tenth business day from, and including, the date that notice of such increase or decrease is first published, sent or given, its Offer will be extended at least until the termination of such period of ten business days.
When considering whether to tender Preferred Shares, Preferred Shareholders should be aware that the payment received pursuant to the Offer will be less than the amount that Preferred Shareholders would be entitled to receive upon redemption of such Preferred Shares under the terms of the Preferred Shares or upon a liquidation of the Fund (to the extent assets are available in such liquidation).
The Fund’s offer is being made to all of the Fund’s Preferred Shareholders. The Fund’s Offer is conditioned on (i) the closing of the proposed private offering of New Preferred Shares with an aggregate liquidation preference at least equal to the aggregate liquidation preference of Preferred Shares accepted in the Offer and (ii) certain other conditions as set forth in the Offer. See Section 12 of this Offer to Purchase for additional information about the conditions of this Offer.
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Subject to the terms and conditions of the Offer, the Fund will pay the consideration offered or return the tendered securities promptly after the termination or withdrawal of the Offer in accordance with the terms as set forth in Section 2 below. Any extension, delay or termination will be followed as promptly as practicable by notification thereof.
2. Acceptance for Payment and Payment for Preferred Shares. Upon the terms and subject to the conditions of the Offer, the Fund will accept for payment, and will pay cash for, Preferred Shares validly tendered on or before the Termination Date, and not properly withdrawn in accordance with Section 4, promptly after the Termination Date in accordance with the procedures set forth below. In all cases, payment for Preferred Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of confirmation of a book-entry transfer of such Preferred Shares, and any other required documents as described in Section 3 of this Offer to Purchase. The Fund expressly reserves the right, in its sole and absolute discretion, to delay the acceptance for payment of, or payment for, Preferred Shares, in order to comply, in whole or in part, with any applicable law.
For purposes of the Offer, the Fund will be deemed to have accepted for payment Preferred Shares validly tendered and not properly withdrawn in accordance with Section 4, if and when it gives or causes to be given oral or written notice to the Depositary of its acceptance for payment of such Preferred Shares pursuant to the Offer. Payment for Preferred Shares accepted for payment pursuant to the Offer will be made by deposit of the aggregate purchase price therefor with the Depositary, which will act as agent for the tendering Preferred Shareholders for purposes of receiving payments from the Fund and transmitting such payments to the tendering Preferred Shareholders. Under no circumstances will interest on the purchase price for Preferred Shares be paid, regardless of any delay in making such payment. If the Fund increases the consideration to be paid for Preferred Shares pursuant to its Offer, the Fund will pay such increased consideration for all Preferred Shares purchased pursuant to this Offer.
If any tendered Preferred Shares are not accepted for payment pursuant to the terms and conditions of the Offer for any reason, or are not accepted because of an invalid tender, such unpurchased or untendered Preferred Shares will be returned via credit to an account maintained at the Book-Entry Transfer Facility (as defined below), without expense to you, or to other persons at your discretion, as promptly as practicable following the termination of the Offer.
The purchase price of the Preferred Shares is an amount per share, net to the seller in cash, equal to 92.875% of the liquidation preference of $100,000 per Series A share and $50,000 per Series C share, plus any unpaid dividends accrued through the Termination Date. If you own Preferred Shares through a broker or other Nominee Holder, and your broker or other Nominee Holder tenders your Preferred Shares on your behalf, your broker or other Nominee Holder may charge you a fee for doing so. You should consult your broker or other Nominee Holder to determine whether any charges will apply. Under the circumstances set forth in Instruction 6 of the Letter of Transmittal, Preferred Shareholders may be subject to transfer taxes on the purchase of Preferred Shares by the Fund.
3. Procedure for Tendering Preferred Shares. To tender Preferred Shares pursuant to the Offer, either (i) in the case you hold the Preferred Shares in book-entry form, you must comply with The Depository Trust Company’s Automated Tender Offer Program (“ATOP”) procedures in which the Depositary must receive delivery of such Preferred Shares pursuant to the procedures for book-entry transfer described below (and a timely confirmation of such delivery into its account at The Depository Trust Company through ATOP along with an Agent’s Message (as defined below)) by the Termination Date, (ii) in the case you hold physical certificates evidencing the Preferred Shares, you must deliver a properly completed and duly executed Letter of Transmittal to the Depositary, together with any required signature guarantees, or (iii) the guaranteed delivery procedures described below must be complied with.
Preferred Shareholders whose Preferred Shares are registered in the name of a broker or other Nominee Holder should contact such Nominee Holder if they desire to tender their Preferred Shares. Such Preferred
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Shareholders may need to inform their brokers or other Nominee Holders of any decision to tender Preferred Shares, and deliver any required materials, before 5:00 p.m., New York City time, on the Termination Date. You should consult your broker or other Nominee Holder to determine when you would need to inform such Nominee Holder of any decision to tender Preferred Shares and to deliver any required materials to them in order to tender your Preferred Shares.
Participants in the ATOP program must electronically transmit their acceptance of the Offer by causing The Depository Trust Company to transfer the Preferred Shares to the Depositary in accordance with ATOP procedures for transfer. The Depository Trust Company will then send an Agent’s Message to the Depositary.
Book-Entry Delivery. The Depositary will make a request to establish an account with respect to the Preferred Shares at The Depository Trust Company (the “Book-Entry Transfer Facility”) for purposes of the Offer promptly after the date of this Offer, and any financial institution that is a participant in the system of the Book-Entry Transfer Facility may make book-entry delivery of Preferred Shares by causing the Book-Entry Transfer Facility to transfer such Preferred Shares into the Depositary’s account at the Book-Entry Transfer Facility in accordance with the procedures of the Book-Entry Transfer Facility. However, although delivery of Preferred Shares may be effected through book-entry transfer, an Agent’s Message and any other required documents must, in any case, be received by the Depositary at its address set forth on the back cover of the Offer to Purchase by the Termination Date, or the guaranteed delivery procedure described below must be complied with. Delivery of any other required documents to the Book-Entry Transfer Facility does not constitute delivery to the Depositary. “Agent’s Message” means a message, transmitted by the Book-Entry Transfer Facility to, and received by, the Depositary and forming a part of a book-entry confirmation which states that (1) the Book-Entry Transfer Facility has received an express acknowledgment from the participant in its ATOP that is tendering the Preferred Shares that are the subject of such book-entry confirmation, (2) the participant has received, and agrees to be bound by, the terms of the Offer and (3) the Fund may enforce such agreement against such participant. Delivery of an Agent’s Message will also constitute an acknowledgment from the tendering participant that the representations described in this Offer are true and correct.
Guaranteed Delivery. If a Preferred Shareholder wishes to tender Preferred Shares pursuant to the Offer and cannot deliver such Preferred Shares and all other required documents to the Depositary by the Termination Date, or cannot complete the procedure for delivery by book-entry transfer on a timely basis, the Preferred Shareholder may nevertheless tender such Preferred Shares if all of the following conditions are met:
(i) for Preferred Shares held in street name, such tender is made by or through an eligible institution;
(ii) a properly completed and duly executed Notice of Guaranteed Delivery in the form provided by the Fund is received by the Depositary (as provided below) by the Termination Date; and
(iii) an Agent’s Message or a properly completed and duly executed letter of transmittal (or facsimile thereof) with any required signature guarantee and any other documents required by the letter of transmittal and, for Preferred Shares held in street name, confirmation of a book-entry transfer of such Preferred Shares into the Depositary’s account at the Book-Entry Transfer Facility, are received by the Depositary within one New York Stock Exchange (“NYSE”) trading day after the date of execution of the Notice of Guaranteed Delivery.
The Notice of Guaranteed Delivery may be delivered by hand or mail to the Depositary and must include a guarantee by an eligible institution in the form set forth in such Notice. The method of delivery of Preferred Shares and all other required documents, including through the Book-Entry Transfer Facility, is at your option and risk and the delivery will be deemed made only when actually received by the Depositary. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.
Backup Federal Income Tax Withholding. Backup withholding tax will generally be imposed on the gross proceeds paid to a tendering U.S. Preferred Shareholder (as defined in Section 7) unless (i) the U.S. Preferred
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Shareholder provides such U.S. Preferred Shareholder’s taxpayer identification number (employer identification number or social security number) to the Depositary (or other applicable withholding agent), certifies as to no loss of exemption from backup withholding and complies with applicable requirements of the backup withholding rules, or (ii) such U.S. Preferred Shareholder is otherwise exempt from backup withholding. Therefore, each tendering U.S. Preferred Shareholder should complete and sign the Internal Revenue Service (“IRS”) Form W-9 included as part of the Letter of Transmittal so as to provide the information and certification necessary to avoid backup withholding, unless such U.S. Preferred Shareholder otherwise establishes to the satisfaction of the Depositary (or other applicable withholding agent) that such U.S. Preferred Shareholder is not subject to backup withholding. Certain U.S. Preferred Shareholders (including, among others, most corporations) are not subject to these backup withholding requirements. In addition, Non-U.S. Preferred Shareholders (as defined in Section 7) are generally not subject to these backup withholding requirements. In order for a Non-U.S. Preferred Shareholder to establish that it is not subject to backup withholding requirements, such Non-U.S. Preferred Shareholder must submit an applicable IRS Form W-8 (generally, an IRS Form W-8BEN, W-8BEN-E or W-8ECI). Such forms can be obtained from the Depositary.
To prevent backup U.S. federal income tax withholding, each U.S. Preferred Shareholder who does not otherwise establish an exemption from such withholding must provide the Depositary (or other applicable withholding agent) with the U.S. Preferred Shareholder’s correct taxpayer identification number and provide certain other information by completing the IRS Form W-9 included in the Letter of Transmittal.
For a discussion of certain federal income tax consequences to tendering Preferred Shareholders, see Section 7.
All questions as to the validity, form, eligibility (including time of receipt), payment and acceptance for payment of any tender of Preferred Shares will be determined by the Fund in its sole and absolute discretion, which determination shall be final and binding. The Fund reserves the absolute right to reject any and all tenders of Preferred Shares it determines not to be in proper form or the acceptance for payment of which may, in the opinion of its counsel, be unlawful. The Fund also reserves the absolute right to waive any of the conditions of the Offer or any defect or irregularity in the tender of any Preferred Shares. No tender of Preferred Shares will be deemed to have been validly made until all defects and irregularities have been cured or waived. None of the Fund, its investment manager, FAV, or the Subadvisers, the Depositary, the Information Agent or any other person shall be under any duty to give notification of any defects or irregularities in tenders, nor shall any of the foregoing incur any liability for failure to give any such notification. The Fund’s interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and instructions thereto) will be final and binding.
For a Preferred Shareholder that holds Preferred Shares in certificated form and not through the Depository Trust Company to validly tender Preferred Shares pursuant to the Offer, a properly completed and duly executed Letter of Transmittal, together with any required signature guarantees, and any other documents required by the Letter of Transmittal, must be transmitted to and received by the Depositary at one of its addresses set forth on the last page of this Offer to Purchase.
Signatures on Letters of Transmittal must be guaranteed by a firm which is a broker, dealer, commercial bank, credit union, savings association or other entity and which is a member in good standing of a stock transfer association’s approved medallion program (such as STAMP, SEMP or MSP) (each, an “Eligible Institution”) unless (i) the Letter of Transmittal is signed by the registered holder of the Preferred Shares tendered or (ii) such Preferred Shares are tendered for the account of an Eligible Institution. In all other cases, all signatures on the Letter of Transmittal must be guaranteed by an Eligible Institution. See Instructions 1 and 10 of the Letter of Transmittal for further information.
Payment for Preferred Shares tendered and accepted for payment pursuant to the Offer will be made, in all cases, only after timely receipt of (i) an Agent’s Message or a properly completed and duly executed Letter of
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Transmittal (or facsimile thereof) for such Preferred Shares and (ii) any other documents required by the Letter of Transmittal. The tender of Preferred Shares pursuant to any of the procedures described in this Section 3 will constitute an agreement between the tendering Preferred Shareholder and the Fund upon the terms and subject to the conditions of the Offer.
The method of delivery of all required documents is at the election and risk of each tendering Preferred Shareholder. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended.
4. Rights of Withdrawal. Tenders of Preferred Shares made pursuant to the Offer may be withdrawn at any time prior to the Termination Date. If your Preferred Shares are registered in the name of your broker or other Nominee Holder, you may need to allow such Nominee Holder additional time to withdraw your tendered Preferred Shares. You should consult your broker or other Nominee Holder to determine if there is an earlier deadline by which you must inform such Nominee Holder of any decision to withdraw your tendered Preferred Shares. After the Termination Date, Preferred Shares may not be withdrawn except as otherwise provided in this section.
To be effective, a written notice of withdrawal must be timely received by the Depositary at one of its addresses set forth on the last page of this Offer to Purchase. Any notice of withdrawal must specify the name of the person who tendered such Preferred Shares to be withdrawn, the number of Preferred Shares to be withdrawn, and the names in which the Preferred Shares to be withdrawn are registered. Any signature on the notice of withdrawal must be guaranteed by an Eligible Institution. In addition, if the Preferred Shares tendered were held in book-entry form, such notice must specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Preferred Shares.
All questions as to the form and validity, including time of receipt, of any notice of withdrawal will be determined by the Fund, in its sole and absolute discretion, which determination shall be final and binding. None of the Fund, FAV, the Subadvisers, the Depositary or any other person shall be under any duty to give notification of any defects or irregularities in any notice of withdrawal nor shall any of the foregoing incur any liability for failure to give such notification.
Withdrawals may not be rescinded and any Preferred Shares properly withdrawn will be deemed not to have been validly tendered for purposes of the Offer. However, withdrawn Preferred Shares may be re-tendered by following the procedures described in Section 3 of this Offer to Purchase at any time prior to the Termination Date.
5. Source and Amount of Funds; Effect of the Offer. If 100% of the outstanding Preferred Shares are purchased pursuant to the Offer, the estimated cost to the Fund, not including fees and expenses incurred in connection with the Offer, will be approximately $92,000,000 plus any unpaid dividends accrued through the Termination Date.
The Fund intends to use proceeds from a private offering (the “Private Offering”) of new variable rate demand preferred shares (“New Preferred Shares”), which is expected to close promptly after the Termination Date, and/or cash on hand and proceeds from the sale of securities in the Fund’s investment portfolio to pay the purchase price for Preferred Shares accepted for payment. See Section 12.
The issuance of New Preferred Shares would enable the Fund to replace any tendered Preferred Shares and maintain its current leverage levels. The cost of leverage to the Fund resulting from the issuance of New Preferred Shares is expected to vary over time and to differ from, and in many cases to exceed, the cost of leverage associated with the Preferred Shares.
The Private Offering is subject to customary closing conditions. The Fund does not have any alternative financing arrangements or alternative financing plans in the event the Private Offering fails to close.
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Purchase Price in the Offer is Less than Liquidation Preference. The purchase price of the Preferred Shares reflects a 7.125% discount to the liquidation preference of $100,000 per Series A share and $50,000 per Series C share. As a result, Preferred Shareholders who tender their Preferred Shares for purchase by the Fund pursuant to this Offer will realize less than they are entitled to receive upon a liquidation of the Fund (to the extent assets are available in such liquidation). In addition, in the event the Fund were to effect a redemption of Preferred Shares pursuant to its terms, the Fund would be required to pay a redemption price per share equal to the sum of $100,000 per Series A share and $50,000 per Series C share, plus an amount equal to accumulated but unpaid dividends thereon (whether or not earned or declared) to (but not including) the date fixed for redemption. The Fund may consider in the future, based upon circumstances existing at such time, what action, if any, to take with respect to any Preferred Shares that remain outstanding after this Offer, including a redemption of such Preferred Shares. The Fund, however, does not currently intend to redeem any Preferred Shares that remain outstanding after the Offer terminates.
If fewer than all of the outstanding Preferred Shares are tendered, the Fund expects to operate after the Offer with both Preferred Shares and New Preferred Shares outstanding, and the New Preferred Shares will rank pari passu with Preferred Shares.
Effect on Net Asset Value of Common Shares. Preferred Shareholders should note that the Offer is expected to result in accretion to the net asset value of the Fund’s common shares (the “Common Shares”) following its Offer, because the tender price represents a 7.125% discount to the liquidation preference of $100,000 per Series A share and $50,000 per Series C share for each share of Preferred Shares, which is the amount a Preferred Shareholder would be entitled to receive, after payment of the Fund’s liabilities, in the event of a liquidation of the Fund (to the extent assets are available). In addition, the price to be paid in the Offer represents a discount to the amount payable upon a redemption of the Preferred Shares pursuant to its terms.
The Fund is required by law to pay for tendered Preferred Shares it accepts for payment promptly after the Termination Date of its Offer. Because the Fund will not know the number of Preferred Shares tendered until the Termination Date, the Fund will not know until the Termination Date the amount of cash required to pay for such Preferred Shares. If, on or prior to the Termination Date, the Fund does not have, or believes it is unlikely to have, sufficient cash to pay for all Preferred Shares tendered, it may extend its Offer to allow additional time to raise sufficient cash.
Lack of Market for Preferred Shares. The Preferred Shares are not listed and do not trade on any securities exchange. Therefore, no trading market for the Preferred Shares has been established outside the auction process and no price history is available. In addition, since February 2008, the auctions for the Preferred Shares have failed.
The number of Preferred Shares outstanding subsequent to completion of the Offer will depend on the number of Preferred Shares tendered and purchased in the Offer. Any Preferred Shares not tendered pursuant to the Offer will remain issued and outstanding until repurchased or redeemed by the Fund. Although it has no current plan to do so, if at some future point the Fund were to redeem the Preferred Shares in accordance with their terms, it would be required to pay the sum of the full liquidation preference of $100,000 per Series A share and $50,000 per Series C share, plus an amount equal to accumulated but unpaid dividends thereon (whether or not earned or declared) to (but not including) the date fixed for redemption. As described above, there have not been sufficient clearing bids in the recent auctions to effect transfers of the Preferred Shares and there can be no assurance that there will be future liquidity for the Preferred Shares. In making any decision as to whether to effect a redemption of any Preferred Shares remaining outstanding following the consummation of the Offer, the Fund will take into account the particular facts and circumstances that may then exist, including its then current financial position and liquidity, the market for the investments held by the Fund, the distribution rate on the Preferred Shares and such other factors as the Fund deems relevant.
6. Purpose of the Offer. The purpose of the Offer is to provide liquidity for Preferred Shareholders and provide a benefit to the Fund and its holders of Common Shares (the “Common Shareholders”).
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The Fund issued the Preferred Shares for purposes of investment leverage to augment the amount of investment capital available for use in the pursuit of the Fund’s investment objective. Through the use of leverage, the Fund, similar to other closed-end funds, sought to enhance the distributions and investment return available over time to the Common Shareholders by earning a rate of portfolio return (which includes the return related to investments made with the proceeds from leverage) that exceeds the leverage cost, typically over the long term.
Under market conditions as they existed prior to February 2008, distribution rates on the Preferred Shares for each rate period generally were set at the market clearing rate determined through an auction process maintained and administered by unaffiliated broker-dealers that brought together bidders, who sought to buy Preferred Shares, and holders of Preferred Shares, who sought to sell their Preferred Shares. The terms of the Preferred Shares generally provide that, if an auction fails to establish a market clearing rate (because of an imbalance of sell orders over bids), the distribution payment rate over the next distribution period is set at the “Maximum Rate” and holders will continue to hold their Preferred Shares. As a result, in a failed auction, holders of Preferred Shares who desire to sell their Preferred Shares are unable to do so. A failed auction is not a default under the terms of the Preferred Shares. In the case of a failed auction, the Fund continues to pay distributions, but at the specified Maximum Rate rather than at a market clearing rate.
Consistent with patterns in the broader market for auction rate securities, beginning in February 2008, each auction of the Preferred Shares has not attracted sufficient clearing bids for there to be a successful auction. As a result, the Maximum Rate has been triggered and holders attempting to sell their Preferred Shares through such auctions have been unsuccessful.
The periodic auctions for auction rate securities like the Preferred Shares are not occurring, and the Fund believes that such auctions are unlikely to re-start in the near future, if at all. The Fund also believes that no well-established secondary market for auction rate securities exists today.
The Fund has sought to provide liquidity to Preferred Shareholders and benefit Common Shareholders, without impairing the Fund’s ability to maintain its investment leverage. By offering to purchase the Preferred Shares at a discount and by conditioning the Offer on the Fund closing on the proposed issuance of New Preferred Shares in an amount equal to the aggregate amount paid for Preferred Shares accepted in the Offer, the Fund believes that it will be able to achieve these objectives.
NONE OF THE FUND, ITS BOARD OF TRUSTEES, FAV, OR THE SUBADVISERS, MAKES ANY RECOMMENDATION TO ANY PREFERRED SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING ANY OF SUCH PREFERRED SHAREHOLDER’S SHARES, AND NONE OF SUCH PERSONS HAS AUTHORIZED ANY PERSON TO MAKE ANY SUCH RECOMMENDATION. PREFERRED SHAREHOLDERS ARE URGED TO EVALUATE CAREFULLY ALL INFORMATION IN THE OFFER, CONSULT THEIR OWN INVESTMENT AND TAX ADVISORS AND MAKE THEIR OWN DECISIONS WHETHER TO TENDER SHARES.
7. Federal Income Tax Consequences of the Offer. The following discussion describes certain U.S. federal income tax consequences of tendering Preferred Shares in the Offer. This summary deals only with Preferred Shares held as capital assets (generally, property held for investment) and does not deal with all tax consequences that may be relevant to Preferred Shareholders in light of their particular circumstances or to Preferred Shareholders subject to special tax rules (including, without limitation, partnerships or other pass-through entities (and investors therein), regulated investment companies, real estate investment trusts, dealers in securities or currencies, traders in securities that elect to mark their holdings to market, financial institutions, tax-exempt organizations, insurance companies, U.S. expatriates, certain former long-term residents of the U.S., persons liable for alternative minimum tax, persons holding Preferred Shares as a part of a hedging, conversion or constructive sale transaction or a straddle, U.S. Preferred Shareholders (as defined below) whose functional currency is not the U.S. dollar, or persons who acquired their Preferred Shares as compensation or pursuant to
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employee stock options or employee benefit plans). Furthermore, the discussion below is based upon the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations, rulings and judicial decisions thereunder as of the date hereof, and such authorities may be repealed, revoked or modified so as to result in U.S. federal income tax consequences different from those discussed below. This summary does not address all aspects of U.S. federal income taxes and does not address any U.S. tax considerations (e.g., estate or gift tax) other than U.S. federal income tax considerations, the consequences of any alternative minimum tax, the Medicare contribution tax on net investment income, special tax accounting rules that apply to certain accrual basis taxpayers under Section 451(b) of the Code or any foreign, state, local or other tax considerations that may be relevant to Preferred Stockholders in light of their particular circumstances. Preferred Shareholders should consult their own tax advisors concerning the U.S. federal income tax consequences of participating in the Offer in light of their particular situations as well as any consequences arising under other U.S. federal laws or the laws of any other taxing jurisdiction.
If a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds Preferred Shares, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding Preferred Shares, you should consult your tax advisors.
As used herein, a “U.S. Preferred Shareholder” means a beneficial owner of Preferred Shares that is, for U.S. federal income tax purposes, (i) an individual who is a citizen or resident of the U.S., (ii) a corporation (or any other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the U.S. or any state thereof or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source or (iv) a trust if it (x) is subject to the primary supervision of a court within the U.S. and one or more U.S. persons have the authority to control all substantial decisions of the trust or (y) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person. A “Non-U.S. Preferred Shareholder” is a beneficial owner of Preferred Shares that that is neither a U.S. Preferred Shareholder nor a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes).
U.S. Preferred Shareholders. An exchange of Preferred Shares for cash in the Offer will be a taxable transaction for U.S. federal income tax purposes. As a consequence of the exchange, a tendering U.S. Preferred Shareholder will, depending on such U.S. Preferred Shareholder’s particular circumstances, be treated either as recognizing gain or loss from the disposition of the Preferred Shares or as receiving a distribution from the Fund. Under Section 302(b) of the Code, a sale of Preferred Shares pursuant to the Offer generally will be treated as a sale or exchange for U.S. federal income tax purposes if the sale: (a) results in a complete termination of the U.S. Preferred Shareholder’s interest in the Fund, (b) results in a substantially disproportionate redemption with respect to the U.S. Preferred Shareholder, or (c) is not essentially equivalent to a dividend with respect to the U.S. Preferred Shareholder. In determining whether any of these tests has been met, Preferred Shares (and any Common Shares) actually owned, as well as Preferred Shares (and any Common Shares) considered to be owned by the U.S. Preferred Shareholder by reason of certain constructive ownership rules set forth in Section 318 of the Code, generally must be taken into account.
The sale of Preferred Shares pursuant to the Offer will result in a “complete termination” of a U.S. Preferred Shareholder’s interest in the Fund if either (i) all Preferred Shares actually and constructively owned by the U.S. Preferred Shareholder are exchanged for cash pursuant to the Offer (and the U.S. Preferred Shareholder does not actually or constructively own any Common Shares) or (ii) all Preferred Shares actually owned by the U.S. Preferred Shareholder are exchanged for cash pursuant to the Offer (and the U.S. Preferred Shareholder does not actually own any Common Shares) and the U.S. Preferred Shareholder is eligible to waive, and effectively waives, the attribution of all stock in the Fund constructively owned by the U.S. Preferred Shareholder in accordance with the procedures described in Section 302(c)(2) of the Code.
The sale of Preferred Shares pursuant to the Offer generally will result in a “substantially disproportionate” redemption with respect to a U.S. Preferred Shareholder if (i) the percentage of the Fund’s then outstanding
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voting stock actually and constructively owned by the U.S. Preferred Shareholder determined immediately after the sale (treating all Preferred Shares purchased by the Fund pursuant to the Offer as not outstanding) is less than 80% of the percentage of the Fund’s then outstanding voting stock actually and constructively owned by the U.S. Preferred Shareholder determined immediately before the sale (treating all Preferred Shares purchased by the Fund pursuant to the Offer as outstanding) and (ii) immediately following the sale, the U.S. Preferred Shareholder actually and constructively owns less than 50% of the total combined voting power of all classes of stock of the Fund entitled to vote. In addition, in order to qualify as a “substantially disproportionate” redemption, Section 302(b) of the Code generally would require that the percentage of the Fund’s Common Shares actually and constructively owned by the U.S. Preferred Shareholder determined immediately after the sale is less than 80% of the percentage of the Fund’s Common Shares actually and constructively owned by the U.S. Preferred Shareholder determined immediately before the sale. However, the IRS has indicated in a published ruling that this additional requirement does not apply to a redemption of voting preferred stock owned by a shareholder that does not actually or constructively own any common stock of the applicable corporation. Therefore, in testing whether the sale of Preferred Shares pursuant to the Offer will result in a “substantially disproportionate” redemption with respect to a U.S. Preferred Shareholder, this additional requirement should not apply if the U.S. Preferred Shareholder does not actually or constructively own any Common Shares.
The sale of Preferred Shares pursuant to the Offer generally will be treated as “not essentially equivalent to a dividend” with respect to a U.S. Preferred Shareholder if the reduction in the U.S. Preferred Shareholder’s proportionate interest in the Fund’s shares as a result of the Fund’s purchase of Preferred Shares constitutes a “meaningful reduction” of the U.S. Preferred Shareholder’s interest. The IRS has indicated in a published ruling that a small reduction in the percentage ownership interest of a corporation by a stockholder whose relative stock interest is minimal and who exercises no control over the corporation’s business constitutes a meaningful reduction.
Contemporaneous dispositions or acquisitions of Preferred Shares or Common Shares by a U.S. Preferred Shareholder or related individuals or entities may also be deemed to be part of a single integrated transaction and, if so, may be taken into account in determining whether any of the above tests for sale or exchange treatment have been satisfied.
If any of the above tests for sale or exchange treatment is met, a U.S. Preferred Shareholder will recognize gain or loss equal to the difference between the price paid by the Fund for the Preferred Shares purchased in the Offer (which price would not include, for these purposes, any amount attributable to unpaid dividends that have been declared and have accrued through the Termination Date, the treatment of which is described below) and the U.S. Preferred Shareholder’s adjusted basis in such Preferred Shares. The gain or loss will generally be capital gain or loss. Any such capital gain or loss will generally be short-term capital gain or loss if the Preferred Shares have been held for one year or less and long-term capital gain or loss if the Preferred Shares have been held for more than one year. However, any losses realized by a U.S. Preferred Shareholder who has held his or her Preferred Shares for six months or less will be disallowed to the extent of any “exempt-interest dividends” received with respect to such Preferred Shares and, if not disallowed, will be treated as long-term capital losses to the extent of any “capital gain dividends” received (or amounts designated as undistributed capital gains) with respect to such Preferred Shares. The maximum tax rate applicable to capital gains recognized by individuals and other non-corporate taxpayers is (i) the same as the applicable ordinary income rate for short-term capital gains or (ii) 20% for long-term capital gains. The deductibility of capital losses is subject to limitations. To the extent that a U.S. Preferred Shareholder receives any amount attributable to unpaid dividends that have been declared and have accrued through the Termination Date, such amount generally will be treated as a dividend taxable as ordinary income to the extent of such U.S. Holder’s allocable share of the Fund’s current or accumulated earnings and profits, unless the Fund properly designates such dividend as an “exempt-interest dividend” (exempt from regular federal income tax) or a “capital gain dividend” (taxable at long-term capital gain rates). Such dividend generally will not be eligible for the dividends received deduction allowed to corporations or for the reduced rates applicable to certain qualified dividend income received by non-corporate Preferred Shareholders.
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If the requirements of Section 302(b) of the Code for sale or exchange treatment are not met, amounts received by a U.S. Preferred Shareholder who sells Preferred Shares pursuant to the Offer will be treated as a dividend to the extent of such U.S. Preferred Shareholder’s allocable share of the Fund’s current or accumulated earnings and profits. Any such dividend generally will be taxable as ordinary income unless the Fund properly designates such dividend as an “exempt-interest dividend” (exempt from regular federal income tax) or a “capital gain dividend” (taxable at long-term capital gain rates). Such dividend generally will not be eligible for the dividends received deduction allowed to corporations or for the reduced rates applicable to certain qualified dividend income received by non-corporate Preferred Shareholders. To the extent that cash received in exchange for Preferred Shares is treated as a dividend to a corporate U.S. Preferred Shareholder, such corporate U.S. Preferred Shareholder may be subject to the “extraordinary dividend” provisions of Section 1059 of the Code. Corporate U.S. Preferred Shareholders should consult their tax advisors concerning the application of the “extraordinary dividend” provisions in their particular circumstances. To the extent that amounts received pursuant to the Offer exceed a U.S. Preferred Shareholder’s allocable share of the Fund’s current and accumulated earnings and profits, the distribution will first be treated as a non-taxable return of capital, causing a reduction in the adjusted basis of such U.S. Preferred Shareholder’s Preferred Shares, and any amounts in excess of the U.S. Preferred Shareholder’s adjusted basis will constitute capital gain. Any remaining adjusted basis in the Preferred Shares tendered to the Fund will be transferred to any remaining Preferred Shares held by such U.S. Preferred Shareholder.
Non-U.S. Preferred Shareholders. The U.S. federal income taxation of a Non-U.S. Preferred Shareholder with respect to an exchange of Preferred Shares for cash pursuant to the Offer will depend on the tax characterization of the transaction, determined in the same manner as discussed above for U.S. Preferred Shareholders. Generally, if the exchange is treated as a sale or exchange under Section 302(b) of the Code, any gain realized by a Non-U.S. Preferred Shareholder will not be subject to U.S. federal income tax unless (i) such gain is effectively connected with a trade or business carried on in the U.S. by such Non-U.S. Preferred Shareholder (and, if required by an applicable income tax treaty, is attributable to a U.S. permanent establishment or fixed base) or (ii) the Non-U.S. Preferred Shareholder is an individual who is physically present in the U.S. for 183 days or more during the taxable year of the exchange and certain other conditions are met.
If, however, a Non-U.S. Preferred Shareholder’s exchange of Preferred Shares for cash pursuant to the Offer does not satisfy any of the above tests under Section 302(b) of the Code for sale or exchange treatment, amounts received by such Non-U.S. Preferred Shareholder pursuant to the Offer will be treated as a distribution with respect to the Preferred Shares that are exchanged. The treatment for U.S. federal income tax purposes of such distribution as a dividend, return of capital, or as capital gain will be determined in the same manner described above for U.S. Preferred Shareholders. Any amounts received by a Non-U.S. Preferred Shareholder pursuant to the Offer that are treated for U.S. federal income tax purposes as a dividend (including any amount attributable to unpaid dividends that have been declared and have accrued through the Termination Date) will, absent a statutory exemption (for example, the exemption for any “exempt-interest dividend,” “capital gain dividend,” “interest-related dividend,” or “short-term capital gain dividend”) and subject to the discussion below of effectively connected dividends, be subject to a U.S. withholding tax at the rate of 30% (or such lower rate as may be applicable under a tax treaty). The tax treatment of a Preferred Shareholder’s receipt of cash pursuant to the Offer depends upon facts which may be unique as to each Preferred Shareholder. Therefore, because the Depositary (or other applicable withholding agent) may not be able to determine if a particular Non-U.S. Preferred Shareholder qualifies for sale or exchange treatment under Section 302(b) of the Code, the Depositary (or other applicable withholding agent) may withhold U.S. federal income tax equal to 30% of the gross proceeds payable to a Non-U.S. Preferred Shareholder unless the Depositary (or other applicable withholding agent) determines that a reduced rate of withholding is available pursuant to a tax treaty or that an exemption from withholding is applicable because such gross proceeds are effectively connected with the Non-U.S. Preferred Shareholder’s conduct of a trade or business within the U.S. In order to obtain a reduced rate of withholding pursuant to a tax treaty, a Non-U.S. Preferred Shareholder must deliver a properly completed and executed IRS Form W-8BEN or W-8BEN-E. In order to obtain an exemption from withholding on the grounds that the gross proceeds paid pursuant to the Offer are effectively connected with the conduct of a trade or business within the U.S., a
15
Non-U.S. Preferred Shareholder must deliver a properly completed and executed IRS Form W-8ECI. A Non-U.S. Preferred Shareholder may be eligible to obtain a refund of all or a portion of any tax withheld if such Non-U.S. Preferred Shareholder meets one of the tests for sale or exchange treatment under Section 302(b) of the Code, as described above, or is otherwise able to establish that no tax or a reduced amount of tax is due. Backup withholding generally will not apply to amounts subject to the 30% or a treaty-reduced rate of withholding. Non-U.S. Preferred Shareholders are urged to consult their own tax advisors regarding the application of U.S. federal income tax withholding, including eligibility for a withholding tax reduction or exemption, and the refund procedure.
Under Sections 1471 through 1474 of the Code, commonly referred to as “FATCA,” and administrative guidance, a U.S. federal withholding tax of 30% generally will be imposed on dividends that are paid to “foreign financial institutions” and “non-financial foreign entities” (as specifically defined under these rules and whether such institutions or entities hold Preferred Shares as beneficial owners or intermediaries), unless specified requirements are met. Because, as discussed above, the Depositary (or other applicable withholding agent) may treat amounts paid to Non-U.S. Preferred Shareholders in the Offer as dividends for U.S. federal income tax purposes, such amounts may also be subject to withholding under FATCA if such requirements are not met. In such case, any withholding under FATCA may be credited against, and therefore reduce, any 30% or treaty-reduced rate of withholding as discussed above.
Backup Withholding. See Section 3 with respect to the application of backup withholding on payments made to Preferred Shareholders.
The tax discussion set forth above is included for general information only. Each Preferred Shareholder is urged to consult his or her own tax advisor to determine the particular tax consequences to him or her of the Offer, including the applicability and effect of state, local and foreign tax laws.
8. Financial Information. The audited financial statements of the Fund for the period from November 1, 2024 through October 31, 2025 appear in the Fund’s Annual Report to Shareholders for the year ended October 31, 2025. The 2025 Annual Report has previously been provided to shareholders of the Fund and is incorporated by reference herein. The unaudited, semi-annual financial statements of the Fund for the period ended April 30, 2026 appear in the Fund’s Semi-Annual Report to Shareholders for the period ended April 30, 2026. The Semi-Annual Report has previously been provided to shareholders and is incorporated by reference herein. The audited financial statements of the Fund for the period from November 1, 2025 through October 31, 2026 will appear in the Fund’s Annual Report to Shareholders for the year ended October 31, 2026. The 2026 Annual Report is expected to be available on or about February 28, 2027 and, when available, will be provided to shareholders of the Fund and incorporated by reference herein. Copies of the 2025 Annual Report, the Semi-Annual Report and the 2026 Annual Report (when available) can be obtained for free at the website of the Securities and Exchange Commission (the “SEC”) (http://www.sec.gov).
9. Certain Information Concerning the Fund, the Investment Manager and the Subadvisers. The Fund is a closed-end, diversified management investment company organized as a Massachusetts business trust. The Fund seeks a high level of current income exempt from federal income tax. The principal executive offices and business address of the Fund are located at 100 Federal Street, Boston, MA 02110. The Fund’s business telephone number is (617) 292-1000.
FAV is ultimately owned by Franklin Resources, Inc. (“Franklin Resources”). FAV is an investment adviser registered under the Investment Advisers Act of 1940, as amended. The principal business address of FAV is One Madison Avenue, 17th Floor, New York, NY 10010. The Fund is sub-advised by Franklin Templeton Investment Management Limited (“FTIML”) and Putnam Investment Management, LLC (“Putnam Management,” and together with FTIML, the “Subadvisers”). The principal business addresses of FTIML and Putnam Management are 78 Cannon Street, London, England EC4N 6HL, and 100 Federal Street, Boston, MA 02110, respectively.
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The Fund is subject to the information and reporting requirements of the 1940 Act and in accordance therewith is obligated to file reports and other information with the SEC relating to its business, financial condition and other matters. The Fund has also filed an Offer to Purchase on Schedule TO with the SEC. Such reports or other information should be available for inspection at the public reference room in the SEC’s office, 100 F street N.E., Room 1580, Washington, D.C., 20549. The Fund’s filings are available to the public on the SEC’s internet site (http://www.sec.gov). Copies may be obtained by mail, upon payment of the SEC’s customary charges, by writing to its Public Reference Section at 100 F Street N.E., Washington, D.C., 20549.
10. Interests of Trustees and Executive Officers; Transactions and Arrangements Concerning the Preferred Shares. The Trustees and executive officers of the Fund and the aggregate number and percentage of the Preferred Shares each of them beneficially owns as of September 1, 2026 is set forth in the table below. The address of each of them is in care of the Fund at 100 Federal Street, Boston, MA 02110.
| Name and Position |
Number of Preferred Shares Beneficially Owned |
Percentage of Preferred Shares Beneficially Owned |
||||||
| Non-Interested Trustees |
||||||||
| Robert D. Agdern Trustee and Member of Nominating, Audit, Compensation and Pricing and Valuation Committees, and Compliance Liaison |
0 | 0 | % | |||||
| Peter Mason Trustee and Member of Audit, Nominating and Pricing and Valuation Committees, and Chair of Compensation Committee |
0 | 0 | % | |||||
| Carol L. Colman Trustee and Member of Nominating, Audit and Compensation Committees, and Chair of Pricing and Valuation Committee |
0 | 0 | % | |||||
| Anthony Grillo Trustee and Member of Nominating, Audit, Compensation and Pricing and Valuation Committees |
0 | 0 | % | |||||
| Eileen A. Kamerick Chair and Member of Nominating, Compensation, Pricing and Valuation and Audit Committees |
0 | 0 | % | |||||
| Nisha Kumar Trustee and Member of Nominating, Compensation and Pricing and Valuation Committees, and Chair of Audit Committee |
0 | 0 | % | |||||
| Hillary A. Sale Trustee and Member of Audit, Compensation and Pricing and Valuation Committees, and Chair of Nominating Committee |
0 | 0 | % | |||||
| Interested Trustee: |
||||||||
| Jane E. Trust, CFA Trustee, President and Chief Executive Officer |
0 | 0 | % | |||||
| Officers: |
||||||||
| Christopher Berarducci Treasurer and Principal Financial Officer |
0 | 0 | % | |||||
| Fred Jensen Chief Compliance Officer |
0 | 0 | % | |||||
| Marc A. De Oliveira Secretary and Chief Legal Officer |
0 | 0 | % | |||||
| Thomas C. Mandia Senior Vice President |
0 | 0 | % | |||||
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Neither the Fund nor, to the best of the Fund’s knowledge, any of the Fund’s officers or Trustees, any person controlling the Fund, or any executive officer or director of any corporation or other person ultimately in control of the Fund, has effected any transaction in Preferred Shares during the past 60 days.
Other than as set forth in the Offer, neither the Fund nor, to the best of the Fund’s knowledge, any of the Fund’s officers or Trustees is a party to any contract, arrangement, understanding or relationship with any other person relating, directly or indirectly to the Offer with respect to any securities of the Fund, including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or the giving or withholding of proxies, consents or authorizations.
Based upon information provided or available to the Fund, no Trustee, officer or affiliate of the Fund intends to tender Preferred Shares pursuant to this Offer.
11. Certain Legal Matters; Regulatory Approvals. The Fund is not aware of any approval or other action by any government or governmental, administrative or regulatory authority or agency, domestic or foreign, that would be required for the acquisition or ownership of Preferred Shares by the Fund as contemplated herein. Should any such approval or other action be required, the Fund currently contemplates that such approval or other action will be sought. The Fund is unable to predict whether it may determine that it is required to delay the acceptance for payment of, or payment for, Preferred Shares tendered pursuant to the Offer pending the outcome of any such matter. There can be no assurance that any such approval or other action, if needed, would be obtained without substantial conditions or that the failure to obtain any such approval or other action might not result in adverse consequences to the Fund’s business. The Fund’s obligations under the Offer to accept for payment and pay for Preferred Shares are subject to certain conditions described in Section 12.
12. Certain Conditions to the Offer. Notwithstanding any other provision of the Offer, the Fund will not commence the Offer or accept tenders of the Fund’s Preferred Shares if (a) the Fund is unable to close on, on terms acceptable to the Fund, the proposed issuance of New Preferred Shares with an aggregate liquidation preference at least equal to the aggregate liquidation preference of Preferred Shares accepted in the Offer; (b) such transactions, if consummated, would (i) result in delisting of the Fund’s Common Shares from the New York Stock Exchange (the “NYSE”), (ii) impair the Fund’s status as a regulated investment company under the Code (which would make the Fund a taxable entity, causing the Fund’s taxable income to be taxed at the fund level in addition to the taxation of Preferred Shareholders who receive distributions from the Fund, including distributions of tax-exempt income) or (iii) result in a failure to comply with the applicable asset coverage requirements; (c) there is any (i) legal or regulatory action or proceeding instituted or threatened challenging such transaction, (ii) suspension of or limitation on prices for trading securities generally on the NYSE or other national securities exchange(s) (including NASDAQ), (iii) 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, (iv) limitation affecting the Fund imposed by federal or state authorities on the extension of credit by lending institutions, (v) outbreak or escalation of hostilities, declaration by the United States of a national emergency or war, or other calamity or crisis the effect of which on financial markets is such as to make it, in the good faith judgment of the Board of Trustees of the Fund, impractical or inadvisable to proceed with the Offer, or (vi) other event which, in the judgment of the Board of Trustees, would have a material adverse effect on the Fund if the Offer was consummated; or (d) the Board of Trustees of the Fund determines in good faith that effecting any such transaction would constitute a breach of its fiduciary duty owed to the Fund or its Preferred Shareholders.
The foregoing conditions are for the sole benefit of the Fund and may be asserted by the Fund regardless of the circumstances (including any action or inaction by the Fund) giving rise to any such conditions or may be waived by the Fund in whole or in part at any time and from time to time in its sole and absolute discretion. The failure by the Fund at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time. Any determination by the Fund concerning the events described in this Section shall be final and binding on all parties.
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Notification shall be provided of a material change in, or waiver of, such conditions, and the Offer may, in certain circumstances, be extended in connection with any such change or waiver.
If the Offer is suspended, postponed or terminated, the Fund will provide notice to Preferred Shareholders of such suspension, postponement or termination.
In order to facilitate the Offer, if you own Preferred Shares through a broker or other Nominee Holder, when your broker or other Nominee Holder tenders your Preferred Shares on your behalf, your broker or other Nominee Holder will be required to provide the Depositary with additional contact information for its “auction department” (or similar department), or whoever at your broker or other Nominee Holder submits auction instructions for the Preferred Shares on its behalf. If your broker or other Nominee Holder is unable to provide this contact information, the Fund, in its sole discretion, may waive this requirement.
13. Fees and Expenses. The Fund does not currently anticipate paying any broker or dealer, commercial bank, trust company or other person any solicitation fee for any Preferred Shares purchased pursuant to the Offer. The Fund will reimburse such persons for customary handling and mailing expenses incurred in forwarding the Offer. No such broker, dealer, commercial bank, trust company or other person has been authorized to act as agent of the Fund or the Depositary for purposes of the Offer.
The Fund has retained Equiniti Trust Company, LLC to act as Depositary and EQ Fund Solutions, LLC to act as Information Agent. The Depositary and Information Agent will receive reasonable and customary compensation for its services and will also be reimbursed for certain out of pocket expenses, and will be indemnified against certain liabilities by the Fund.
14. Miscellaneous. The Offer is not being made to (nor will tenders be accepted from or on behalf of) holders of Preferred Shares in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction. The Fund may, in its sole and absolute discretion, take such action as it may deem necessary to make the Offer in any such jurisdiction.
The Fund is not aware of any jurisdiction in which the making of the Offer or the acceptance of Preferred Shares in connection therewith would not be in compliance with the laws of such jurisdiction. Consequently, the Offer is currently being made to all holders of Preferred Shares. However, the Fund reserves the right to exclude Preferred Shareholders in any jurisdiction in which it is asserted that the Offer cannot lawfully be made. So long as the Fund makes a good faith effort to comply with any state law deemed applicable to the Offer, the Fund believes that the exclusion of Preferred Shareholders residing in such jurisdiction is permitted under Rule 13e-4(f)(9) promulgated under the Exchange Act.
15. Contacting the Depositary and the Information Agent. The Letter of Transmittal and any other required documents should be sent by each Preferred Shareholder of the Fund to the Depositary as set forth below.
The Depositary for the Offer is:
Equiniti Trust Company, LLC
Toll Free: (800) 967-0261
By Mail or Overnight Courier:
Equiniti Trust Company, LLC
28 Liberty Street, 53rd Floor
New York, NY 10005
19
Questions about how to tender your Preferred Shares and requests for additional copies of the Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery, the Notice of Withdrawal and other documents may be directed to the Information Agent at its telephone number and location listed below.
The Information Agent for the Offer is:
EQ Fund Solutions, LLC
Toll Free: (800) 967-0261
FRANKLIN MANAGED MUNICIPAL INCOME TRUST
October 1, 2026
20
Exhibit (a)(1)(ii)
Letter of Transmittal to Tender Remarketed Preferred Shares
of
FRANKLIN MANAGED MUNICIPAL INCOME TRUST
at 92.875% of the liquidation preference of $100,000 per Series A share and $50,000 per Series C share, plus any unpaid dividends accrued through the Termination Date (as defined below), pursuant to the Offer to Purchase dated October 1, 2026 by Franklin Managed Municipal Income Trust (the “Fund”).
The undersigned represents that I (we) have full authority to surrender without restriction the shares listed below. You are hereby authorized and instructed to deliver to the address indicated below (unless otherwise instructed in the boxes in the following pages) a check representing a cash payment for Remarketed Preferred Shares, Series A and Series C (the “Preferred Shares”) of the Fund tendered pursuant to this Letter of Transmittal, at a price equal to 92.875% of the liquidation preference of $100,000 per Series A share and $50,000 per Series C share, plus any unpaid dividends accrued through the Termination Date, net to the seller in cash, without interest and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 1, 2026 (as it may be amended or supplemented from time to time, the “Offer to Purchase” and, together with this Letter of Transmittal, as it may be amended or supplemented from time to time, the “Offer”). Capitalized terms that are used but not defined in this Letter of Transmittal shall have the meanings given to them in the Offer to Purchase.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON OCTOBER 29, 2026, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE “TERMINATION DATE”) OR EARLIER TERMINATED.
Method of delivery of any certificates representing Preferred Shares is at the option and risk of the owner thereof. See Instruction 2.
Mail or deliver this Letter of Transmittal, together with any certificates representing your Preferred Shares, to:
| If delivering by express mail, courier, or other expedited service:
Equiniti Trust Company, LLC 1110 Centre Pointe Curve Suite # 101 Mendota Heights, MN 55120 Attn: Onbase - Reorganization Department |
By mail:
Equiniti Trust Company, LLC Operations Center Attn: Onbase - Reorganization Department 1110 Centre Pointe Curve Suite # 101 Mendota Heights, MN 55120 |
1
Pursuant to the offer of the Fund to purchase up to 100% of the Fund’s outstanding Preferred Shares, the undersigned encloses herewith and surrenders the following certificate(s) representing Preferred Shares:
| DESCRIPTION OF PREFERRED SHARES SURRENDERED | ||||||||
| Name(s) and Address(es) of Registered Owner(s) (If blank, please fill in exactly as name(s) appear(s) on Preferred Share certificate(s)) |
Preferred Shares Surrendered (attach additional list if necessary) | |||||||
| Certificated Preferred Shares** | ||||||||
| Certificate Number(s)* | Total Number of Preferred Shares Represented by Certificate(s) * |
Number of Preferred Shares Surrendered ** |
Book Entry Preferred Shares Surrendered | |||||
| Total Shares | ||||||||
|
* Need not be completed by book-entry shareholders. ** Unless otherwise indicated, it will be assumed that all Preferred Shares represented by certificates described above are being surrendered hereby. | ||||||||
PLEASE READ THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL.
IF YOU WOULD LIKE ADDITIONAL COPIES OF THIS LETTER OF TRANSMITTAL OR ANY OF THE OTHER OFFERING DOCUMENTS, YOU SHOULD CONTACT THE INFORMATION AGENT, EQ FUND SOLUTIONS, LLC, AT (800) 967-0261.
You have received this Letter of Transmittal in connection with the offer by Franklin Managed Municipal Income Trust, a Massachusetts business trust (the “Fund”), to purchase for cash up to 100% of the Fund’s outstanding Remarketed Preferred Shares, Series A and Series C (the “Preferred Shares”), at a price per share equal to 92.875% of the liquidation preference of $100,000 per Series A share and $50,000 per Series C share, plus any unpaid dividends accrued through the Termination Date, net to the seller in cash, without interest and less any applicable withholding taxes, as described in the Offer to Purchase, dated October 1, 2026 (as it may be amended or supplemented from time to time, the “Offer to Purchase” and, together with this Letter of Transmittal, as it may be amended or supplemented from time to time, the “Offer”).
You should use this Letter of Transmittal to deliver to Equiniti Trust Company, LLC (the “Depositary”) Preferred Shares represented by physical certificates, or held in book-entry form on the books of The Depository Trust Company (“DTC”), for tender. If you are delivering your Preferred Shares by book-entry transfer to an account maintained by the Depositary at DTC, you must use an Agent’s Message (as defined in Instruction 2 below). In this Letter of Transmittal, Preferred Shareholders who deliver certificates representing their Preferred Shares are referred to as “Certificate Preferred Shareholders,” and Preferred Shareholders who deliver their Preferred Shares through book-entry transfer are referred to as “Book-Entry Preferred Shareholders.”
2
If certificates for your Preferred Shares are not immediately available or you cannot deliver your certificates and all other required documents to the Depositary prior to the Termination Date or you cannot complete the book-entry transfer procedures prior to the Termination Date, you may nevertheless tender your Preferred Shares according to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. See Instruction 2 below. Delivery of documents to DTC will not constitute delivery to the Depositary.
| ☐ | CHECK HERE IF TENDERED PREFERRED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH DTC AND COMPLETE THE FOLLOWING (ONLY FINANCIAL INSTITUTIONS THAT ARE PARTICIPANTS IN DTC MAY DELIVER PREFERRED SHARES BY BOOK-ENTRY TRANSFER): |
| Name of Tendering | ||
| Institution: |
| |
| DTC Participant | ||
| Number: | ||
| Transaction Code | ||
| Number: | ||
| ☐ | CHECK HERE IF TENDERED PREFERRED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING (PLEASE ENCLOSE A PHOTOCOPY OF SUCH NOTICE OF GUARANTEED DELIVERY): |
| Name(s) of Registered Owner(s): | ||
| Window Ticket Number (if any) or DTC Participant | ||
| Number: | ||
| Date of Execution of Notice of Guaranteed | ||
| Delivery: | ||
| Name of Institution which Guaranteed | ||
| Delivery: | ||
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
3
Ladies and Gentlemen:
The undersigned hereby tenders to Franklin Managed Municipal Income Trust, a Massachusetts business trust (the “Fund”), the above-described Remarketed Preferred Shares (the “Preferred Shares”), at a price per share equal to 92.875% of the liquidation preference of $100,000 per Series A share and $50,000 per Series C share, plus any unpaid dividends accrued through 5:00 p.m., New York City time, on October 29, 2026, or such later date to which the Offer is extended, net to the seller in cash, without interest and less any applicable withholding taxes, on the terms and subject to the conditions set forth in the Offer to Purchase, dated October 1, 2026, receipt of which is hereby acknowledged, and this Letter of Transmittal (as it may be amended or supplemented from time to time, this “Letter of Transmittal” and, together with the Offer to Purchase, as it may be amended or supplemented from time to time, the “Offer”).
On the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), subject to, and effective upon, acceptance for payment and payment for the Preferred Shares validly tendered herewith, and not properly withdrawn, prior to the Termination Date in accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Fund all right, title and interest in and to all of the Preferred Shares being tendered hereby. By tendering shares in accordance with the procedures set forth herein, the undersigned also tenders the preferred share purchase rights associated with the Preferred Shares. In addition, the undersigned hereby irrevocably appoints Equiniti Trust Company, LLC (the “Depositary”) the true and lawful agent and attorney-in-fact and proxy of the undersigned with respect to such Preferred Shares with full power of substitution (such proxies and power of attorney being deemed to be an irrevocable power coupled with an interest in the tendered shares) to the full extent of such shareholder’s rights with respect to such Preferred Shares (a) to deliver any certificates representing Preferred Shares (the “Share Certificates”), or transfer of ownership of such Preferred Shares on the account books maintained by DTC, together, in either such case, with all accompanying evidence of transfer and authenticity, to or upon the order of the Fund, (b) to present such Preferred Shares for transfer on the books of the Fund, and (c) to receive all benefits and otherwise exercise all rights of beneficial ownership of such Preferred Shares, all in accordance with the terms and subject to the conditions of the Offer.
The undersigned hereby irrevocably appoints each of the designees of the Fund the attorneys-in-fact and proxies of the undersigned, each with full power of substitution, to the full extent of such shareholder’s rights with respect to the Preferred Shares tendered hereby which have been accepted for payment. The designees of the Fund will, with respect to the Preferred Shares for which the appointment is effective, be empowered to exercise all voting and any other rights of such shareholder, as they, in their sole discretion, may deem proper at any annual, special, adjourned or postponed meeting of the Fund’s shareholders, by written consent in lieu of any such meeting or otherwise. This proxy and power of attorney shall be irrevocable and coupled with an interest in the tendered Preferred Shares. Such appointment is effective when, and only to the extent that, the Fund accepts the Preferred Shares tendered with this Letter of Transmittal for payment pursuant to the Offer. Upon the effectiveness of such appointment, without further action, all prior powers of attorney, proxies and consents given by the undersigned with respect to such Preferred Shares will be revoked and no subsequent powers of attorney, proxies, consents or revocations may be given (and, if given, will not be deemed effective). The Fund reserves the right to require that, in order for Preferred Shares to be deemed validly tendered, immediately upon the Fund’s acceptance for payment of such Preferred Shares, the Fund must be able to exercise full voting, consent and other rights, to the extent permitted under applicable law, with respect to such Preferred Shares, including voting at any meeting of shareholders or executing a written consent concerning any matter.
The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Preferred Shares tendered hereby and, when the same are accepted for payment by the Fund, the Fund will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and the same will not be subject to any adverse claim. The undersigned hereby represents and warrants that the undersigned is the registered owner of the Preferred Shares, or the Share
4
Certificates have been endorsed to the undersigned in blank, or the undersigned is a participant in DTC whose name appears on a security position listing as the owner of the Preferred Shares. The undersigned will, upon request, execute and deliver any additional documents deemed by the Depositary or the Fund to be necessary or desirable to complete the sale, assignment and transfer of the Preferred Shares tendered hereby.
It is understood that the undersigned will not receive payment for the Preferred Shares unless and until the Preferred Shares are accepted for payment and until the Share Certificates owned by the undersigned are received by the Depositary at the address set forth above, together with such additional documents as the Depositary may require, or, in the case of Preferred Shares held in book-entry form, ownership of the Preferred Shares is validly transferred on the account books maintained by DTC, and until the same are processed for payment by the Depositary.
IT IS UNDERSTOOD THAT THE METHOD OF DELIVERY OF THE PREFERRED SHARES, ANY SHARE CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS (INCLUDING DELIVERY THROUGH DTC) IS AT THE OPTION AND RISK OF THE UNDERSIGNED AND THAT THE RISK OF LOSS OF SUCH PREFERRED SHARES, SHARE CERTIFICATES AND OTHER DOCUMENTS SHALL PASS ONLY AFTER THE DEPOSITARY HAS ACTUALLY RECEIVED THE PREFERRED SHARES OR SHARE CERTIFICATE(S) (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION (AS DEFINED BELOW)). IF DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT ALL SUCH DOCUMENTS BE SENT BY PROPERLY INSURED REGISTERED MAIL WITH RETURN RECEIPT REQUESTED. DELIVERY WILL BE DEEMED EFFECTIVE AND RISK OF LOSS AND TITLE WILL PASS FROM THE OWNER ONLY WHEN RECEIVED BY THE DEPOSITARY. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
All authority conferred or agreed to be conferred pursuant to this Letter of Transmittal shall not be affected by, and shall survive, the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, trustees in bankruptcy, personal representatives, successors and assigns of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable.
The undersigned understands that the acceptance for payment by the Fund of Preferred Shares tendered pursuant to one of the procedures described in Section 3 of the Offer to Purchase and in the instructions hereto will constitute a binding agreement between the undersigned and the Fund upon the terms and subject to the conditions of the Offer.
Unless otherwise indicated herein under “Special Payment Instructions,” please issue the check for the purchase price in the name(s) of, and/or return any Share Certificates not tendered or accepted for payment to, the registered owner(s) appearing under “Description of Preferred Shares Tendered.” Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail the check for the purchase price and/or return any Share Certificates not tendered or accepted for payment (and accompanying documents, as appropriate) to the address(es) of the registered owner(s) appearing under “Description of Preferred Shares Tendered.” In the event that both the Special Delivery Instructions and the Special Payment Instructions are completed, please issue the check for the purchase price and/or issue any Share Certificates not tendered or accepted for payment (and any accompanying documents, as appropriate) in the name of, and deliver such check and/or return such Share Certificates (and any accompanying documents, as appropriate) to, the person or persons so indicated. Unless otherwise indicated herein in the box titled “Special Payment Instructions,” please credit any Preferred Shares tendered hereby or by an Agent’s Message and delivered by book-entry transfer, but which are not purchased, by crediting the account at DTC designated above. The undersigned recognizes that the Fund has no obligation pursuant to the Special Payment Instructions to transfer any Preferred Shares from the name of the registered owner thereof if the Fund does not accept for payment any of the Preferred Shares so tendered.
5
SPECIAL PAYMENT INSTRUCTIONS
Medallion Guaranty Stamp Required
(See Instructions 1, 4, 5 and 7)
To be completed ONLY if Share Certificates not tendered or not accepted for payment and/or the check for the purchase price in consideration of Preferred Shares accepted for payment are to be issued in the name of someone other than the undersigned or if Preferred Shares tendered by book-entry transfer which are not accepted for payment are to be returned by credit to an account maintained at DTC other than that designated above.
| Issue: ☐ Check and/or ☐ Share Certificates to: | ||
| Name: |
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| (Please Print) | ||
| Address: |
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| (Include Zip Code) | ||
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| (Tax Identification or Social Security Number) | ||
| ☐ |
Credit Preferred Shares tendered by book-entry transfer that are not accepted for payment to the DTC account set forth below. |
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| (DTC Account Number) | ||
SPECIAL DELIVERY INSTRUCTIONS
Medallion Guaranty Stamp Required
(See Instructions 1, 4, 5 and 7)
To be completed ONLY if Share Certificates not tendered or not accepted for payment and/or the check for the purchase price of Preferred Shares accepted for payment are to be sent to someone other than the undersigned or to the undersigned at an address other than that shown in the box titled “Description of Preferred Shares Tendered” above.
| Deliver: ☐ Check(s) and/or ☐ Share Certificates to: |
| Name: |
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| (Please Print) | ||
| Address: |
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| (Include Zip Code) | ||
6
IMPORTANT—SIGN HERE
(U.S. Preferred Shareholders Please Also Complete the Enclosed IRS Form W-9)
(Non-U.S. Preferred Shareholders Please Obtain and Complete an Applicable IRS Form W-8)
| (Signature(s) of Preferred Shareholder(s)) |
Dated: , 2026
(Must be signed by registered owner(s) exactly as name(s) appear(s) on Share Certificate(s) or on a security position listing or by person(s) authorized to become registered owner(s) by certificates and documents transmitted herewith. If signature is by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, please set forth full title and see Instruction 5. For information concerning signature guarantees, see Instruction 1.)
| Name(s): |
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| Capacity (full title): |
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| Address: |
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| (Include Zip Code) | ||
| Area Code and Telephone Number: |
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| Email Address: |
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| Tax Identification or |
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| Social Security No.: |
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GUARANTEE OF SIGNATURE(S)
(For use by Eligible Institutions only;
see Instructions 1 and 5)
| Name of Firm: |
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| (Include Zip Code) | ||
| Authorized Signature: |
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| Name: |
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| (Please Type or Print) | ||
| Area Code and Telephone Number: |
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Dated: , 2026
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| Place medallion guarantee in space below: |
7
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer
1. Guarantee of Signatures. Except as otherwise provided below, all signatures on this Letter of Transmittal must be guaranteed by a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member in good standing of a recognized Medallion Program approved by the Securities Transfer Association, Inc., including the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program and the Stock Exchanges Medallion Program (each, an “Eligible Institution”). Signatures on this Letter of Transmittal need not be guaranteed (a) if this Letter of Transmittal is signed by the registered owner(s) (which term, for purposes of this document, includes any participant in any of DTC’s systems whose name appears on a security position listing as the owner of the Preferred Shares) of Preferred Shares tendered herewith and such registered owner has not completed the box titled “Special Payment Instructions” or the box titled “Special Delivery Instructions” on this Letter of Transmittal or (b) if such Preferred Shares are tendered for the account of an Eligible Institution. See Instruction 5.
2. Delivery of Letter of Transmittal and Certificates or Book-Entry Confirmations. This Letter of Transmittal is to be completed by Preferred Shareholders if Share Certificates are to be forwarded herewith. If tenders are to be made pursuant to the procedures for tender by book-entry transfer set forth in Section 3 of the Offer to Purchase, an Agent’s Message must be utilized. A manually executed facsimile of this document may be used in lieu of the original. Share Certificates representing all physically tendered Preferred Shares, or confirmation of any book-entry transfer into the Depositary’s account at DTC of Preferred Shares tendered by book-entry transfer (“Book Entry Confirmation”), as well as this Letter of Transmittal properly completed and duly executed with any required signature guarantees, or an Agent’s Message in the case of a book-entry transfer, and any other documents required by this Letter of Transmittal, must be received by the Depositary at its address set forth herein prior to the Termination Date (as defined in Section 1 of the Offer to Purchase). Please do not send your Share Certificates directly to the Fund.
Preferred Shareholders whose Share Certificates are not immediately available or who cannot deliver all other required documents to the Depositary prior to the Termination Date or who cannot complete the procedures for book-entry transfer prior to the Termination Date may nevertheless tender their Preferred Shares by properly completing and duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. Pursuant to such procedure: (a) such tender must be made by or through an Eligible Institution, (b) a properly completed and duly executed Notice of Guaranteed Delivery substantially in the form provided by the Fund must be received by the Depositary prior to the Termination Date, and (c) Share Certificates representing all tendered Preferred Shares, in proper form for transfer (or a Book Entry Confirmation with respect to such Preferred Shares), this Letter of Transmittal (or facsimile thereof), properly completed and duly executed with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message), and all other documents required by this Letter of Transmittal, if any, must be received by the Depositary within ONE (1) New York Stock Exchange trading day after the date of execution of such Notice of Guaranteed Delivery.
A properly completed and duly executed Letter of Transmittal (or facsimile thereof) must accompany each such delivery of Share Certificates to the Depositary.
The term “Agent’s Message” means a message, transmitted through electronic means by DTC to, and received by, the Depositary and forming part of a Book-Entry Confirmation, which states that DTC has received an express acknowledgment from the participant in DTC tendering the Preferred Shares which are the subject of such Book-Entry Confirmation that such participant has received and agrees to be bound by the terms of this Letter of Transmittal and that the Fund may enforce such agreement against the participant. The term “Agent’s Message” also includes any hard copy printout evidencing such message generated by a computer terminal maintained at the Depositary’s office.
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THE METHOD OF DELIVERY OF THE PREFERRED SHARES, THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH DTC, IS AT THE ELECTION AND RISK OF THE TENDERING PREFERRED SHAREHOLDER. DELIVERY OF ALL SUCH DOCUMENTS WILL BE DEEMED MADE AND RISK OF LOSS OF THE SHARE CERTIFICATES SHALL PASS ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF SUCH DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT ALL SUCH DOCUMENTS BE SENT BY PROPERLY INSURED REGISTERED MAIL WITH RETURN RECEIPT REQUESTED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted and no fractional Preferred Shares will be purchased. All tendering Preferred Shareholders, by execution of this Letter of Transmittal (or facsimile thereof), waive any right to receive any notice of the acceptance of their Preferred Shares for payment.
All questions as to validity, form and eligibility (including time of receipt) of the surrender of any Share Certificates, including questions as to the proper completion or execution of any Letter of Transmittal, Notice of Guaranteed Delivery or other required documents and as to the proper form for transfer of any Share Certificate, will be determined by the Fund in its sole and absolute discretion (which may delegate power in whole or in part to the Depositary) which determination will be final and binding. The Fund reserves the absolute right to reject any and all tenders determined by it not to be in proper form or the acceptance for payment of or payment for which may be unlawful. The Fund also reserves the absolute right to waive any defect or irregularity in the surrender of Preferred Shares or Share Certificate(s), whether or not similar defects or irregularities are waived in the case of any other Preferred Shareholder. A surrender will not be deemed to have been validly made until all defects and irregularities have been cured or waived. None of the Fund, its investment manager, its subadvisers, the Depositary, the Information Agent or any other person shall be under any duty to give notification of any defects or irregularities in tenders, nor shall any of the foregoing incur any liability for failure to give such notification.
3. Inadequate Space. If the space provided herein is inadequate, the certificate numbers and/or the number of Preferred Shares should be listed on a separate schedule attached hereto and separately signed on each page thereof in the same manner as this Letter of Transmittal is signed.
4. Partial Tenders (Applicable to Certificate Preferred Shareholders Only). If fewer than all the Preferred Shares evidenced by any Share Certificate delivered to the Depositary are to be tendered, fill in the number of Preferred Shares which are to be tendered in the column titled “Number of Preferred Shares Tendered” in the box titled “Description of Preferred Shares Tendered.” In such cases, new certificate(s) for the remainder of the Preferred Shares that were evidenced by the old certificate(s) but not tendered will be sent to the registered owner, unless otherwise provided in the appropriate box on this Letter of Transmittal, as soon as practicable after the Termination Date. All Preferred Shares represented by Share Certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated.
5. Signatures on Letter of Transmittal; Share Powers and Endorsements. If this Letter of Transmittal is signed by the registered owner(s) of the Preferred Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the Share Certificate(s) without alteration or any other change whatsoever.
If any Preferred Shares tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.
If any tendered Preferred Shares are registered in the names of different holder(s), it will be necessary to complete, sign and submit as many separate Letters of Transmittal (or facsimiles thereof) as there are different registrations of such Preferred Shares.
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If this Letter of Transmittal or any certificates or share powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and proper evidence satisfactory to the Fund of their authority so to act must be submitted.
If this Letter of Transmittal is signed by the registered owner(s) of the Preferred Shares listed and transmitted hereby, no endorsements of Share Certificates or separate share powers are required unless payment is to be made to, or Share Certificates not tendered or accepted for payment are to be issued in the name of, a person other than the registered owner(s), in which case the Share Certificates tendered by this Letter of Transmittal must be endorsed or accompanied by appropriate share powers, in either case, signed exactly as the name(s) of the registered owner(s) or holder(s) appear(s) on the Share Certificates. Signatures on such Share Certificates or share powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the registered owner(s) of the Preferred Shares listed, the Share Certificate(s) must be endorsed or accompanied by the appropriate share powers, in either case, signed exactly as the name or names of the registered owner(s) or holder(s) appear(s) on the Share Certificate(s). Signatures on such Share Certificate(s) or share powers must be guaranteed by an Eligible Institution.
6. Transfer Taxes. The Fund will pay any transfer taxes with respect to the transfer and sale of Preferred Shares to it or to its order pursuant to the Offer (for the avoidance of doubt, transfer taxes do not include United States federal income or backup withholding taxes). If, however, payment of the purchase price is to be made to, or (in the circumstances permitted hereby) if Share Certificates not tendered or accepted for payment are to be registered in the name of, any person other than the registered owner(s), or if tendered Share Certificates are registered in the name of any person other than the person signing this Letter of Transmittal, the amount of any transfer taxes (whether imposed on the registered owner(s) or such person) payable on account of the transfer to such person will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted.
Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the Share Certificates listed in this Letter of Transmittal.
7. Special Payment and Delivery Instructions. If a check for the purchase price is to be issued, and/or Share Certificates representing Preferred Shares not tendered or accepted for payment are to be issued or returned to, a person other than the signer(s) of this Letter of Transmittal or to an address other than that shown in the box titled “Description of Preferred Shares Tendered” above, the appropriate boxes on this Letter of Transmittal should be completed. Preferred Shareholders completing either or both sections must be guaranteed by a firm that is a bank, broker, dealer, credit union, savings association or other entity that is an Eligible Institution. Preferred Shareholders delivering Preferred Shares tendered hereby or by Agent’s Message by book-entry transfer may request that Preferred Shares not purchased be credited to an account maintained at DTC as such shareholder may designate in the box titled “Special Payment Instructions” herein. If no such instructions are given, all such Preferred Shares not purchased will be returned by crediting the same account at DTC as the account from which such Preferred Shares were delivered.
8. Requests for Assistance or Additional Copies. Questions or requests for assistance may be directed to the Information Agent, EQ Fund Solutions, LLC, at (800) 967-0261, or to your broker, dealer, commercial bank or trust company. Additional copies of the Offer to Purchase, this Letter of Transmittal, the Notice of Guaranteed Delivery and other tender offer materials may be obtained from the Information Agent and will be furnished at the Fund’s expense.
9. Backup Withholding. Under U.S. federal income tax laws, the Depositary (or other applicable withholding agent) may be required to withhold (as backup withholding) a portion of the amount of any payments made to certain shareholders pursuant to the Offer. In order to avoid such backup withholding, each
10
tendering shareholder or payee that is a United States person (for U.S. federal income tax purposes) must (i) provide the Depositary (or other applicable withholding agent) with such shareholder’s or payee’s correct taxpayer identification number (“TIN”) and certify that such shareholder or payee is not subject to such backup withholding by completing the attached Internal Revenue Service (“IRS”) Form W-9 or (ii) otherwise establish an exemption from backup withholding. Certain shareholders or payees (including, among others, most corporations, as well as non-resident foreign individuals and foreign entities) are not subject to these backup withholding and reporting requirements. A tendering shareholder who is a foreign individual or a foreign entity should complete, sign, and submit to the Depositary (or other applicable withholding agent) the appropriate IRS Form W-8 (generally, an IRS Form W-8BEN, W-8BEN-E or W-8ECI). An IRS Form W-8 may be obtained from the Depositary or downloaded from the IRS website at the following address: http://www.irs.gov. Failure to complete the IRS Form W-9 or an appropriate IRS Form W-8 will not, by itself, cause Shares to be deemed invalidly tendered, but may require the Depositary (or other applicable withholding agent) to withhold a portion of any payments of the purchase price made pursuant to the Offer.
NOTE: FAILURE TO COMPLETE AND RETURN THE IRS FORM W-9 OR AN APPROPRIATE IRS FORM W-8 MAY RESULT IN BACKUP WITHHOLDING OF A PORTION OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE “IMPORTANT TAX INFORMATION” SECTION BELOW.
10. Lost, Destroyed, Mutilated or Stolen Share Certificates. If any Share Certificate has been lost, destroyed, mutilated or stolen, the Preferred Shareholder should promptly notify the Depositary, Equiniti Trust Company, LLC at (800) 967-0261. The Preferred Shareholder will then be instructed as to the steps that must be taken in order to replace the Share Certificate. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, mutilated, destroyed or stolen Share Certificates have been followed.
11. Waiver of Conditions. Subject to the terms and conditions of the Offer to Purchase, and the applicable rules and regulations of the Securities and Exchange Commission, the conditions of the Offer may be waived by the Fund in whole or in part at any time and from time to time in its sole discretion.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A MANUALLY EXECUTED FACSIMILE COPY THEREOF) OR AN AGENT’S MESSAGE, TOGETHER WITH SHARE CERTIFICATES OR BOOK-ENTRY CONFIRMATION OR A PROPERLY COMPLETED AND DULY EXECUTED NOTICE OF GUARANTEED DELIVERY AND ALL OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE TERMINATION DATE.
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IMPORTANT TAX INFORMATION
Under U.S. federal income tax law, a Preferred Shareholder that is a non-exempt United States person (for U.S. federal income tax purposes) whose tendered Preferred Shares are accepted for payment is required by law to provide the Depositary (or other applicable withholding agent), as payer, with such Preferred Shareholder’s correct TIN on the IRS Form W-9 below. If such Preferred Shareholder is an individual, the TIN is generally such Preferred Shareholder’s social security number. If the Depositary (or other applicable withholding agent) is not provided with the correct TIN, the Preferred Shareholder may be subject to penalties imposed by the IRS and payments that are made to such Preferred Shareholder with respect to Preferred Shares purchased pursuant to the Offer may be subject to backup withholding.
Certain Preferred Shareholders (including, among others, most corporations, as well as non-resident foreign individuals and foreign entities) are not subject to these backup withholding and reporting requirements. A tendering Preferred Shareholder who is a foreign individual or a foreign entity should complete, sign, and submit to the Depositary (or other applicable withholding agent) the appropriate IRS Form W-8 (generally, an IRS Form W-8BEN, W-8BEN-E or W-8ECI). An IRS Form W-8 may be obtained from the Depositary or downloaded from the IRS website at the following address: http://www.irs.gov.
If backup withholding applies, the Depositary (or other applicable withholding agent) is required to withhold 24% of any payments of the purchase price made to the Preferred Shareholder. Backup withholding is not an additional tax. Rather, the U.S. federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund or credit may be obtained from the IRS provided that the required information is furnished to the IRS.
Form W-9
To prevent backup withholding on payments that are made to a Preferred Shareholder that is a non-exempt United States person (for U.S. federal income tax purposes) with respect to Preferred Shares purchased pursuant to the Offer, the Preferred Shareholder is required to notify the Depositary (or other applicable withholding agent) of such Preferred Shareholder’s correct TIN by completing the IRS Form W-9 below certifying, under penalties of perjury, (i) that the TIN provided on the IRS Form W-9 is correct (or that such Preferred Shareholder is awaiting a TIN), (ii) that such Preferred Shareholder is not subject to backup withholding because (a) such Preferred Shareholder has not been notified by the IRS that such Preferred Shareholder is subject to backup withholding as a result of a failure to report all interest or dividends, (b) the IRS has notified such Preferred Shareholder that such Preferred Shareholder is no longer subject to backup withholding or (c) such Preferred Shareholder is exempt from backup withholding, and (iii) that such Preferred Shareholder is a U.S. person.
What Number to Give the Depositary
Each Preferred Shareholder that is a non-exempt United States person (for U.S. federal income tax purposes) is generally required to give the Depositary (or other applicable withholding agent) the Preferred Shareholder’s social security number or employer identification number on the IRS Form W-9 below. If the tendering Preferred Shareholder has not been issued a TIN and has applied for a number or intends to apply for a number in the near future, the Preferred Shareholder should write “Applied For” in Part I of the IRS Form W-9, and sign and date the IRS Form W-9. Notwithstanding that “Applied For” is written in Part I, the Depositary will withhold 24% of all payments of the purchase price to such Preferred Shareholder until a TIN is provided to the Depositary. Such amounts will be refunded to such Preferred Shareholder if a TIN is provided to the Depositary within 60 days.
Please consult your accountant or tax advisor for further guidance regarding the completion of IRS Form W-9 or an applicable IRS Form W-8 to claim exemption from backup withholding, or contact the Depositary.
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Additional Withholding for Foreign Preferred Shareholders
Even if a foreign Preferred Shareholder has provided the required certification to avoid backup withholding, the Depositary (or other applicable withholding agent) may withhold U.S. federal income tax equal to 30% of the gross proceeds payable to a foreign Preferred Shareholder unless the Depositary (or other applicable withholding agent) determines that a reduced rate of withholding is available pursuant to a tax treaty or that an exemption from withholding is applicable because such gross proceeds are effectively connected with the foreign Preferred Shareholder’s conduct of a trade or business within the U.S. In order to obtain a reduced rate of withholding pursuant to a tax treaty, a foreign Preferred Shareholder must deliver a properly completed and executed IRS Form W-8BEN or W-8BEN-E. In order to obtain an exemption from withholding on the grounds that the gross proceeds paid pursuant to the Offer are effectively connected with the conduct of a trade or business within the U.S., a foreign Preferred Shareholder must deliver a properly completed and executed IRS Form W-8ECI. A foreign Preferred Shareholder may be eligible to obtain a refund of all or a portion of any tax withheld if such foreign Preferred Shareholder meets one of the tests for sale or exchange treatment under Section 302(b) of the Code, as described in Section 7 of the Offer to Purchase, or is otherwise able to establish that no tax or a reduced amount of tax is due. Backup withholding generally will not apply to amounts subject to the 30% or a treaty-reduced rate of withholding. Foreign Preferred Shareholders are urged to consult their own tax advisors regarding the application of U.S. federal income tax withholding, including eligibility for a withholding tax reduction or exemption, and the refund procedure.
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| Form W-9 (Rev. March 2024) Department of the Treasury Internal Revenue Service |
Request for Taxpayer
Identification Number and Certification
Go to www.irs.gov/FormW9 for instructions and the latest information. |
Give form to the requester. Do not send to the IRS. | ||
| Before you begin. For guidance related to the purpose of Form W-9, see Purpose of Form, below. | ||||
| Print or type. See Specific Instructions on |
1 Name of entity/individual. An entry is required. (For a sole proprietor or disregarded entity, enter the owner’s name on line 1, and enter the business/disregarded entity’s name on line 2.)
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| 2 Business name/disregarded entity name, if different from above.
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| 3a Check the appropriate box for federal tax classification of the entity/individual whose name is entered on line 1. Check only one of the following seven boxes. |
4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3): | |||||||||||||||||||||||
| ☐ Individual/sole proprietor | ☐ C corporation | ☐ | S corporation | ☐ | Partnership | ☐ | Trust/estate |
Exempt payee code (if any) | ||||||||||||||||
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☐ LLC. Enter the tax classification (C = C corporation, S = S corporation, P = Partnership) . . . .
Note: Check the “LLC” box above and, in the entry space, enter the appropriate code (C, S, or P) for the tax classification of the LLC, unless it is a disregarded entity. A disregarded entity should instead check the appropriate box for the tax classification of its owner.
☐ Other (see instructions)
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Exemption from Foreign Account Tax Compliance Act (FATCA) reporting code (if any)
(Applies to accounts maintained outside the United States.) | |||||||||||||||||||||||
| 3b If on line 3a you checked “Partnership” or “Trust/estate,” or checked “LLC” and entered “P” as its tax classification, and you are providing this form to a partnership, trust, or estate in which you have an ownership interest, check this box if you have any foreign partners, owners, or beneficiaries. See instructions . . . . . . . . . ☐
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5 Address (number, street, and apt. or suite no.). See instructions.
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Requester’s name and address (optional) | |||||||||||||||||||||||
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6 City, state, and ZIP code
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7 List account number(s) here (optional)
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| Part I | Taxpayer Identification Number (TIN) |
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Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN, later.
Note: If the account is in more than one name, see the instructions for line 1. See also What Name and Number To Give the Requester for guidelines on whose number to enter. |
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Social security number | ||||||||||||||||||||||
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Employer identification number |
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| Part II | Certification |
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Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and
2. I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and
3. I am a U.S. citizen or other U.S. person (defined below); and
4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.
Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and, generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later. |
| Sign Here |
Signature of U.S. person |
Date |
General Instructions
Section references are to the Internal Revenue Code unless otherwise noted.
Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/FormW9.
What’s New
Line 3a has been modified to clarify how a disregarded entity completes this line. An LLC that is a disregarded entity should check the appropriate box for the tax classification of its owner. Otherwise, it should check the “LLC” box and enter its appropriate tax classification.
| Cat. No. 10231X | Form W-9 (Rev. 3-2024) |
| Form W-9 (Rev. 3-2024) | Page | 2 |
New line 3b has been added to this form. A flow-through entity is required to complete this line to indicate that it has direct or indirect foreign partners, owners, or beneficiaries when it provides the Form W-9 to another flow-through entity in which it has an ownership interest. This change is intended to provide a flow-through entity with information regarding the status of its indirect foreign partners, owners, or beneficiaries, so that it can satisfy any applicable reporting requirements. For example, a partnership that has any indirect foreign partners may be required to complete Schedules K-2 and K-3. See the Partnership Instructions for Schedules K-2 and K-3 (Form 1065).
Purpose of Form
An individual or entity (Form W-9 requester) who is required to file an information return with the IRS is giving you this form because they must obtain your correct taxpayer identification number (TIN), which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following.
| • | Form 1099-INT (interest earned or paid). |
| • | Form 1099-DIV (dividends, including those from stocks or mutual funds). |
| • | Form 1099-MISC (various types of income, prizes, awards, or gross proceeds). |
| • | Form 1099-NEC (nonemployee compensation). |
| • | Form 1099-B (stock or mutual fund sales and certain other transactions by brokers). |
| • | Form 1099-S (proceeds from real estate transactions). |
| • | Form 1099-K (merchant card and third-party network transactions). |
| • | Form 1098 (home mortgage interest), 1098-E (student loan interest), and 1098-T (tuition). |
| • | Form 1099-C (canceled debt). |
| • | Form 1099-A (acquisition or abandonment of secured property). |
Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN.
Caution: If you don’t return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later.
By signing the filled-out form, you:
1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued);
2. Certify that you are not subject to backup withholding; or
3. Claim exemption from backup withholding if you are a U.S. exempt payee; and
4. Certify to your non-foreign status for purposes of withholding under chapter 3 or 4 of the Code (if applicable); and
5. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting is correct. See What Is FATCA Reporting, later, for further information.
Note: If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9.
Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:
| • | An individual who is a U.S. citizen or U.S. resident alien; |
| • | A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States; |
| • | An estate (other than a foreign estate); or |
| • | A domestic trust (as defined in Regulations section 301.7701-7). |
Establishing U.S. status for purposes of chapter 3 and chapter 4 withholding. Payments made to foreign persons, including certain distributions, allocations of income, or transfers of sales proceeds, may be subject to withholding under chapter 3 or chapter 4 of the Code (sections 1441-1474). Under those rules, if a Form W-9 or other certification of non-foreign status has not been received, a withholding agent, transferee, or partnership (payor) generally applies presumption rules that may require the payor to withhold applicable tax from the recipient, owner, transferor, or partner (payee). See Pub. 515, Withholding of Tax on Nonresident Aliens and Foreign Entities.
The following persons must provide Form W-9 to the payor for purposes of establishing its non-foreign status.
| • | In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the disregarded entity. |
| • | In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the grantor trust. |
| • | In the case of a U.S. trust (other than a grantor trust), the U.S. trust and not the beneficiaries of the trust. |
See Pub. 515 for more information on providing a Form W-9 or a certification of non-foreign status to avoid withholding.
Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person (under Regulations section 1.1441-1(b)(2)(iv) or other applicable section for chapter 3 or 4 purposes), do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Pub. 515). If you are a qualified foreign pension
fund under Regulations section 1.897(l)-1(d), or a partnership that is wholly owned by qualified foreign pension funds, that is treated as a non-foreign person for purposes of section 1445 withholding, do not use Form W-9. Instead, use Form W-8EXP (or other certification of non-foreign status).
Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a saving clause. Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes.
If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items.
1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.
2. The treaty article addressing the income.
3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.
4. The type and amount of income that qualifies for the exemption from tax.
5. Sufficient facts to justify the exemption from tax under the terms of the treaty article.
Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if their stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first Protocol) and is relying on this exception to claim an exemption from tax on their scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.
If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233.
Backup Withholding
What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 24% of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include, but are not limited to, interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third-party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.
You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.
Payments you receive will be subject to backup withholding if:
1. You do not furnish your TIN to the requester;
2. You do not certify your TIN when required (see the instructions for Part II for details);
3. The IRS tells the requester that you furnished an incorrect TIN;
4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only); or
5. You do not certify to the requester that you are not subject to backup withholding, as described in item 4 under “By signing the filled-out form” above (for reportable interest and dividend accounts opened after 1983 only).
Certain payees and payments are exempt from backup withholding. See Exempt payee code, later, and the separate Instructions for the Requester of Form W-9 for more information.
See also Establishing U.S. status for purposes of chapter 3 and chapter 4 withholding, earlier.
What Is FATCA Reporting?
The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all U.S. account holders that are specified U.S. persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code, later, and the Instructions for the Requester of Form W-9 for more information.
Updating Your Information
You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you are no longer tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account, for example, if the grantor of a grantor trust dies.
Penalties
Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.
| Form W-9 (Rev. 3-2024) | Page | 3 |
Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.
Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.
Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.
Specific Instructions
Line 1
You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return.
If this Form W-9 is for a joint account (other than an account maintained by a foreign financial institution (FFI)), list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9. If you are providing Form W-9 to an FFI to document a joint account, each holder of the account that is a U.S. person must provide a Form W-9.
• Individual. Generally, enter the name shown on your tax return. If you have changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name.
Note for ITIN applicant: Enter your individual name as it was entered on your Form W-7 application, line 1a. This should also be the same as the name you entered on the Form 1040 you filed with your application.
• Sole proprietor. Enter your individual name as shown on your Form 1040 on line 1. Enter your business, trade, or “doing business as” (DBA) name on line 2.
• Partnership, C corporation, S corporation, or LLC, other than a disregarded entity. Enter the entity’s name as shown on the entity’s tax return on line 1 and any business, trade, or DBA name on line 2.
• Other entities. Enter your name as shown on required U.S. federal tax documents on line 1. This name should match the name shown on the charter or other legal document creating the entity. Enter any business, trade, or DBA name on line 2.
• Disregarded entity. In general, a business entity that has a single owner, including an LLC, and is not a corporation, is disregarded as an entity separate from its owner (a disregarded entity). See Regulations section 301.7701-2(c)(2). A disregarded entity should check the appropriate box for the tax classification of its owner. Enter the owner’s name on line 1. The name of the owner entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner’s name is required to be provided on line 1. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity’s name on line 2. If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN.
Line 2
If you have a business name, trade name, DBA name, or disregarded entity name, enter it on line 2.
Line 3a
Check the appropriate box on line 3a for the U.S. federal tax classification of the person whose name is entered on line 1. Check only one box on line 3a.
| IF the entity/individual on line 1 is a(n) . . . | THEN check the box for . . . | |
| • Corporation | Corporation. | |
| • Individual or
• Sole proprietorship |
Individual/sole proprietor. | |
| • LLC classified as a partnership for U.S. federal tax purposes or
• LLC that has filed Form 8832 or 2553 electing to be taxed as a corporation |
Limited liability company and enter the appropriate tax classification: P = Partnership, C = C corporation, or S = S corporation. | |
| • Partnership | Partnership. | |
| • Trust/estate | Trust/estate. | |
Line 3b
Check this box if you are a partnership (including an LLC classified as a partnership for U.S. federal tax purposes), trust, or estate that has any foreign partners, owners, or beneficiaries, and you are providing this form to a partnership, trust, or estate, in which you have an ownership interest. You must check the box on line 3b if you receive a Form W-8 (or documentary evidence) from any partner, owner, or beneficiary establishing foreign status or if you receive a Form W-9 from any partner, owner, or beneficiary that has checked the box on line 3b.
Note: A partnership that provides a Form W-9 and checks box 3b may be required to complete Schedules K-2 and K-3 (Form 1065). For more information, see the Partnership Instructions for Schedules K-2 and K-3 (Form 1065).
If you are required to complete line 3b but fail to do so, you may not receive the information necessary to file a correct information return with the IRS or furnish a correct payee statement to your partners or beneficiaries. See, for example, sections 6698, 6722, and 6724 for penalties that may apply.
Line 4 Exemptions
If you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space on line 4 any code(s) that may apply to you.
Exempt payee code.
• Generally, individuals (including sole proprietors) are not exempt from backup withholding.
• Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends.
• Corporations are not exempt from backup withholding for payments made in settlement of payment card or third-party network transactions.
• Corporations are not exempt from backup withholding with respect to attorneys’ fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC.
The following codes identify payees that are exempt from backup withholding. Enter the appropriate code in the space on line 4.
1 — An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2).
2 — The United States or any of its agencies or instrumentalities.
3 — A state, the District of Columbia, a U.S. commonwealth or territory, or any of their political subdivisions or instrumentalities.
4 — A foreign government or any of its political subdivisions, agencies, or instrumentalities.
5 — A corporation.
6 — A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or territory.
7 — A futures commission merchant registered with the Commodity Futures Trading Commission.
8 — A real estate investment trust.
9 — An entity registered at all times during the tax year under the Investment Company Act of 1940.
10 — A common trust fund operated by a bank under section 584(a).
11 — A financial institution as defined under section 581.
12 — A middleman known in the investment community as a nominee or custodian.
13 — A trust exempt from tax under section 664 or described in section 4947.
The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13.
| IF the payment is for . . . | THEN the payment is exempt for . . . | |
| • Interest and dividend payments |
All exempt payees except for 7. | |
| • Broker transactions |
Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012. | |
| • Barter exchange transactions and patronage dividends |
Exempt payees 1 through 4. | |
| • Payments over $600 required to be reported and direct sales over $5,0001 |
Generally, exempt payees 1 through 5.2 | |
| • Payments made in settlement of payment card or third-party network transactions |
Exempt payees 1 through 4. | |
| 1 | See Form 1099-MISC, Miscellaneous Information, and its instructions. |
| 2 | However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees, gross proceeds paid to an attorney reportable under section 6045(f), and payments for services paid by a federal executive agency. |
Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements. A requester may indicate that a code is not required by providing you with a Form W-9 with “Not Applicable” (or any similar indication) entered on the line for a FATCA exemption code.
A — An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37).
B — The United States or any of its agencies or instrumentalities.
| Form W-9 (Rev. 3-2024) | Page | 4 |
C — A state, the District of Columbia, a U.S. commonwealth or territory, or any of their political subdivisions or instrumentalities.
D — A corporation the stock of which is regularly traded on one or more established securities markets, as described in Regulations section 1.1472-1(c)(1)(i).
E — A corporation that is a member of the same expanded affiliated group as a corporation described in Regulations section 1.1472-1(c)(1)(i).
F — A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state.
G — A real estate investment trust.
H — A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940.
I — A common trust fund as defined in section 584(a).
J — A bank as defined in section 581.
K — A broker.
L — A trust exempt from tax under section 664 or described in section 4947(a)(1).
M — A tax-exempt trust under a section 403(b) plan or section 457(g) plan.
Note: You may wish to consult with the financial institution requesting this form to determine whether the FATCA code and/or exempt payee code should be completed.
Line 5
Enter your address (number, street, and apartment or suite number). This is where the requester of this Form W-9 will mail your information returns. If this address differs from the one the requester already has on file, enter “NEW” at the top. If a new address is provided, there is still a chance the old address will be used until the payor changes your address in their records.
Line 6
Enter your city, state, and ZIP code.
Part I. Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box. If you are a resident alien and you do not have, and are not eligible to get, an SSN, your TIN is your IRS ITIN. Enter it in the entry space for the Social security number. If you do not have an ITIN, see How to get a TIN below.
If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN.
If you are a single-member LLC that is disregarded as an entity separate from its owner, enter the owner’s SSN (or EIN, if the owner has one). If the LLC is classified as a corporation or partnership, enter the entity’s EIN.
Note: See What Name and Number To Give the Requester, later, for further clarification of name and TIN combinations.
How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local SSA office or get this form online at www.SSA.gov. You may also get this form by calling 800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/EIN. Go to www.irs.gov/Forms to view, download, or print Form W-7 and/or Form SS-4. Or, you can go to www.irs.gov/OrderForms to place an order and have Form W-7 and/or Form SS-4 mailed to you within 15 business days.
If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and enter “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, you will generally have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.
Note: Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon. See also Establishing U.S. status for purposes of chapter 3 and chapter 4 withholding, earlier, for when you may instead be subject to withholding under chapter 3 or 4 of the Code.
Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8.
Part II. Certification
To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if item 1, 4, or 5 below indicates otherwise.
For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on line 1 must sign. Exempt payees, see Exempt payee code, earlier.
Signature requirements. Complete the certification as indicated in items 1 through 5 below.
1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification.
2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.
3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification.
4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third-party network transactions, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).
5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), ABLE accounts (under section 529A), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.
What Name and Number To Give the Requester
| For this type of account: | Give name and SSN of: | |||
| 1. | Individual | The individual | ||
| 2. | Two or more individuals (joint account) other than an account maintained by an FFI | The actual owner of the account or, if combined funds, the first individual on the account1 | ||
| 3. | Two or more U.S. persons (joint account maintained by an FFI) | Each holder of the account | ||
| 4. | Custodial account of a minor (Uniform Gift to Minors Act) | The minor2 | ||
| 5. | a. The usual revocable savings trust (grantor is also trustee) | The grantor-trustee1 | ||
| b. So-called trust account that is not a legal or valid trust under state law | The actual owner1 | |||
| 6. | Sole proprietorship or disregarded entity owned by an individual | The owner3 | ||
| 7. | Grantor trust filing under Optional Filing Method 1 (see Regulations section 1.671-4(b)(2)(i)(A))** | The grantor* | ||
| For this type of account: | Give name and EIN of: | |||
| 8. | Disregarded entity not owned by an individual | The owner | ||
| 9. | A valid trust, estate, or pension trust | Legal entity4 | ||
| 10. | Corporation or LLC electing corporate status on Form 8832 or Form 2553 | The corporation | ||
| 11. | Association, club, religious, charitable, educational, or other tax-exempt organization | The organization | ||
| 12. | Partnership or multi-member LLC | The partnership | ||
| 13. | A broker or registered nominee | The broker or nominee | ||
| 14. | Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments | The public entity | ||
| 15. | Grantor trust filing Form 1041 or under the Optional Filing Method 2, requiring Form 1099 (see Regulations section 1.671-4(b)(2)(i)(B))** | The trust | ||
| 1 | List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished. |
| 2 | Circle the minor’s name and furnish the minor’s SSN. |
| 3 | You must show your individual name on line 1, and enter your business or DBA name, if any, on line 2. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN. |
| 4 | List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) |
* Note: The grantor must also provide a Form W-9 to the trustee of the trust.
| ** | For more information on optional filing methods for grantor trusts, see the Instructions for Form 1041. |
Note: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.
| Form W-9 (Rev. 3-2024) | Page | 5 |
Secure Your Tax Records From Identity Theft
Identity theft occurs when someone uses your personal information, such as your name, SSN, or other identifying information, without your permission to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund.
To reduce your risk:
| • | Protect your SSN, |
| • | Ensure your employer is protecting your SSN, and |
| • | Be careful when choosing a tax return preparer. |
If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter.
If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity, or a questionable credit report, contact the IRS Identity Theft Hotline at 800-908-4490 or submit Form 14039.
For more information, see Pub. 5027, Identity Theft Information for Taxpayers.
Victims of identity theft who are experiencing economic harm or a systemic problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 877-777-4778 or TTY/TDD 800-829-4059.
Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft.
The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts.
If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration (TIGTA) at 800-366-4484. You can forward suspicious emails to the Federal Trade Commission at spam@uce.gov or report them at www.ftc.gov/complaint. You can contact the FTC at www.ftc.gov/idtheft or 877-IDTHEFT (877-438-4338). If you have been the victim of identity theft, see www.IdentityTheft.gov and Pub. 5027.
Go to www.irs.gov/IdentityTheft to learn more about identity theft and how to reduce your risk.
Privacy Act Notice
Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and territories for use in administering their laws. The information may also be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payors must generally withhold a percentage of taxable interest, dividends, and certain other payments to a payee who does not give a TIN to the payor. Certain penalties may also apply for providing false or fraudulent information.
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The Depositary for the Offer to Purchase is:
| If delivering by express mail, courier, or other expedited service:
Equiniti Trust Company, LLC 1110 Centre Pointe Curve Suite # 101 Mendota Heights, MN 55120 Attn: Onbase - Reorganization Department |
By mail:
Equiniti Trust Company, LLC Operations Center Attn: Onbase - Reorganization Department 1110 Centre Pointe Curve Suite # 101 Mendota Heights, MN 55120 |
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY.
Any questions or requests for assistance may be directed to the Information Agent at its telephone number listed below. Requests for additional copies of the Offer to Purchase and the Letter of Transmittal may be directed to the Information Agent at the telephone number listed below. You may also contact your broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Offer.
The Information Agent for the Offer is:
EQ Fund Solutions, LLC
(800) 967-0261
Exhibit (a)(1)(iii)
NOTICE OF GUARANTEED DELIVERY
To Tender Preferred Shares
Of
FRANKLIN MANAGED MUNICIPAL INCOME TRUST
(the “Fund”)
Pursuant to the Offer to Purchase
Dated October 1, 2026
This form, or a form substantially equivalent to this form, must be used to accept the Offer (as defined in the Letter of Transmittal), upon the terms and subject to the conditions set forth in the Offer Documents (as defined below), if the Remarketed Preferred Shares, Series A and Series C (the “Preferred Shares”), at 92.875% of the liquidation preference of $100,000 per Series A share and $50,000 per Series C share, plus any unpaid dividends accrued through the termination date of this tender offer, and/or all other documents required by the Fund’s Letter of Transmittal, cannot be delivered to the Depositary (as defined in the offer to purchase, dated October 1, 2026 (the “Offer to Purchase”) on or before 5:00 p.m., New York City time, October 29, 2026, or such later date to which the Offer is extended (the “Termination Date”). Such form may be delivered by hand or mailed to the Depositary, and must be received by the Depositary on or before the Termination Date. See Section 3, “Procedure for Tendering Preferred Shares,” of the Offer to Purchase.
The Depositary for the Offer is:
Equiniti Trust Company, LLC
Toll Free
(800) 967-0261
By First Class Mail, By Overnight Courier:
Equiniti Trust Company, LLC
28 Liberty Street, 53rd Floor
New York, NY 10005
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.
This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on the Fund’s Letter of Transmittal is required to be guaranteed by an “eligible guarantor institution” under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.
Ladies and Gentlemen:
The undersigned hereby tenders to the Fund, upon the terms and subject to the conditions set forth in its Offer to Purchase dated October 1, 2026 and the related Letter of Transmittal (which together constitute the “Offer Documents”), receipt of which is hereby acknowledged, Preferred Shares, pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase.
| Franklin Managed Municipal Income Trust ☐ check here if the shares will be tendered by book-entry transfer Number of Preferred Shares tendered DRS Transaction Advice Numbers (if applicable) Account Number |
Signature Name(s) of Tendering Institution (Address) (Zip Code) (Area Code and Telephone Number) |
GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a firm which is a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of a recognized Medallion Program approved by The Securities Transfer Association, Inc., including the Securities Transfer Agents Medallion Program, or any other “eligible guarantor institution” (as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended), hereby (a) represents that the above named person(s) “own(s)” the Preferred Shares tendered hereby and (b) guarantees to deliver to the Depositary (as defined in the Offer to Purchase) the Preferred Shares tendered hereby, together with a properly completed and duly executed Letter of Transmittal, and any other required documents, all within one trading day of the New York Stock Exchange after the date hereof.
The eligible institution that completes this Notice of Guaranteed Delivery must communicate the guarantee to the Depositary (as defined in the Offer to Purchase) and must deliver all required documents to the Depositary within the time period set forth in the Offer to Purchase. Failure to do so could result in a financial loss to the eligible institution.
(Name of Firm)
(Authorized Signature)
(Name)
(Address)
(Zip Code)
(Area Code and Telephone Number)
Dated: , 2026
2
Exhibit (a)(1)(iv)
OFFER BY
FRANKLIN MANAGED MUNICIPAL INCOME TRUST (THE “FUND”)
TO PURCHASE FOR CASH UP TO 100% OF THE FUND’S OUTSTANDING
REMARKETED PREFERRED SHARES, SERIES A AND SERIES C
AT 92.875% OF THE LIQUIDATION PREFERENCE
OF $100,000 PER SERIES A SHARE AND $50,000 PER SERIES C SHARE, PLUS ANY UNPAID DIVIDENDS ACCRUED THROUGH THE TERMINATION DATE
October 1, 2026
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been appointed to act as Depositary (as defined in the Offer to Purchase) in connection with the offer by the Fund, a Massachusetts business trust registered under the Investment Company Act of 1940, as amended, to purchase for cash up to 100% of the Fund’s Remarketed Preferred Shares, Series A and Series C (the “Preferred Shares”), at 92.875% of the liquidation preference of $100,000 per Series A share and $50,000 per Series C share, plus any unpaid dividends accrued through 5:00 p.m., New York City time, on October 29, 2026, or such later date to which the Offer is extended, upon the terms and subject to the conditions set forth in the offer to purchase dated October 1, 2026 (the “Offer to Purchase”) and the related letter of transmittal (the “Letter of Transmittal” which, together with the Offer to Purchase, as each may be amended and supplemented from time to time, constitute the “Offer”).
We are asking you to contact your clients for whom you hold the Fund’s Preferred Shares registered in your name (or in the name of your nominee) or who hold the Fund’s Preferred Shares registered in their own names. Please bring the Offer to their attention as promptly as possible.
For your information and for forwarding to your clients, we are enclosing the following documents:
1. The Offer to Purchase dated October 1, 2026;
2. Letter of Transmittal for your use and for the information of your clients;
3. Notice of Guaranteed Delivery to be used to accept the Offer if the Preferred Shares and all other required documents cannot be delivered to the Depositary (as defined in the Offer to Purchase) by the Termination Date (as defined in the Offer to Purchase);
4. Notice of Withdrawal to be used to withdraw previously tendered Preferred Shares; and
5. A form of letter which may be sent to your clients for whose accounts you hold the Fund’s Preferred Shares registered in your name (or in the name of your nominee), with space provided for obtaining such clients’ instructions with regard to the Offer.
Your prompt action is requested. We urge you to contact your clients as promptly as possible. THE FUND’S OFFER AND WITHDRAWAL RIGHTS TERMINATE AT 5:00 P.M., NEW YORK CITY TIME, ON OCTOBER 29, 2026, UNLESS THE OFFER IS EXTENDED.
The Offer is not being made to, nor will the Fund accept tenders from, holders of Preferred Shares in any jurisdiction in which the Offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction.
The Fund will not pay any fees or commissions to any broker, dealer or other person (other than the Information Agent (as defined in the Offer to Purchase) or the Depositary (as defined in the Offer to Purchase)) for soliciting tenders of Preferred Shares pursuant to the Offer. The Fund will, however, upon request, reimburse you for reasonable and necessary costs and expenses incurred by you in forwarding any of the enclosed materials to your clients. The Fund will pay all share transfer taxes applicable to its purchase of Preferred Shares pursuant to the Offer, except as otherwise provided in the Offer to Purchase. However, backup withholding may be required unless either an exemption is proved or the required taxpayer identification information and certifications are provided. See Section 3, “Procedures for Tendering Preferred Shares,” of the Offer to Purchase.
In order to accept the Offer, any required documents should be sent to the Depositary by 5:00 p.m., New York City time, on October 29, 2026.
In order to facilitate the Offer and any auctions for Preferred Shares that may remain outstanding after the Offer is completed, when you tender Preferred Shares on behalf of your clients you will need to provide additional contact information for your auction department and/or the broker-dealer who submits auction instructions for the Preferred Shares on your behalf. Should you be unable to provide this contact information, the Fund, in its sole discretion, may waive this requirement. Please contact EQ Fund Solutions, LLC, the Information Agent for the Offer, at (800) 967-0261 with any questions.
Neither the Fund nor the Fund’s Board of Trustees make any recommendation to any holder of Preferred Shares as to whether to tender all or any Preferred Shares.
Any inquiries you may have with respect to the Offer should be addressed to, and additional copies of the enclosed materials may be obtained from, the Information Agent at the addresses and telephone number set forth on the back cover of the Offer to Purchase.
Very truly yours,
Equiniti Trust Company, LLC
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL MAKE YOU AN AGENT OF THE FUND, THE INFORMATION AGENT OR THE DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE MATERIALS ENCLOSED HEREWITH AND THE STATEMENTS SPECIFICALLY SET FORTH IN SUCH MATERIALS.
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Exhibit (a)(1)(v)
OFFER BY
FRANKLIN MANAGED MUNICIPAL INCOME TRUST (THE “FUND”)
TO PURCHASE FOR CASH UP TO 100% OF THE FUND’S OUTSTANDING
REMARKETED PREFERRED SHARES, SERIES A AND SERIES C
AT 92.875% OF THE LIQUIDATION PREFERENCE
OF $100,000 PER SERIES A SHARE AND $50,000 PER SERIES C SHARE, PLUS ANY UNPAID DIVIDENDS ACCRUED THROUGH THE TERMINATION DATE
October 1, 2026
To Our Clients:
Enclosed for your consideration is the offer to purchase dated October 1, 2026 (the “Offer to Purchase”) in connection with the offer by the Fund, a Massachusetts business trust registered under the Investment Company Act of 1940, to purchase for cash up to 100% of the Fund’s Remarketed Preferred Shares, Series A and Series C (the “Preferred Shares”), at 92.875% of the liquidation preference of $100,000 per Series A share and $50,000 per Series C share, plus any unpaid dividends accrued through 5:00 p.m., New York City time, on October 29, 2026, or such later date to which the Offer is extended, upon the terms and subject to the conditions set forth in the offer to purchase dated October 1, 2026 (the “Offer to Purchase”) and the related letter of transmittal (the “Letter of Transmittal” which, together with the Offer to Purchase, as each may be amended and supplemented from time to time, constitute the “Offer”). The Offer by the Fund is conditioned upon (i) the closing of the proposed private offering of new preferred shares (“New Preferred Shares”) with an aggregate liquidation preference at least equal to the aggregate liquidation preference of Preferred Shares accepted in the Offer and (ii) certain other conditions as outlined in the Offer.
We are the registered holder of record of Preferred Shares held for your account. A tender of such Preferred Shares can be made only by us as the registered holder of record and only pursuant to your instructions. The Offer to Purchase is being furnished to you for your information only and cannot be used by you to tender Preferred Shares held by us for your account.
We request instructions as to whether you wish us to tender all or any Preferred Shares held by us for your account, upon the terms and subject to the conditions set forth in the Offer.
Your attention is invited to the following:
| 1. | The purchase price to be paid for the Fund’s Preferred Shares is an amount per share, net to the seller in cash, equal to 92.875% of the liquidation preference of $100,000 per Series A share and $50,000 per Series C share, plus any unpaid dividends accrued through 5:00 p.m., New York City time, on October 29, 2026, or such later date to which the Offer is extended. When considering whether to tender Preferred Shares, you should be aware that the payment received pursuant to the Offer will be less than the amount that you would be entitled to receive upon redemption of your Preferred Shares under the terms of the Preferred Shares or upon a liquidation of the Fund (to the extent assets are available in such liquidation). |
| 2. | The Fund’s Offer and withdrawal rights terminate at 5:00 p.m., New York City time, on October 29, 2026, unless the Offer is extended. |
| 3. | The Offer is conditioned upon (i) the closing of the proposed private offering of New Preferred Shares with an aggregate liquidation preference at least equal to the aggregate liquidation preference of Preferred Shares accepted in the Offer and (ii) certain other conditions as outlined in the Offer. |
| 4. | Upon the terms and subject to the conditions of the Fund’s Offer, the Fund will purchase up to 100% of the Preferred Shares validly tendered (and not withdrawn) on or prior to the Termination Date (as defined in the Offer to Purchase). |
| 5. | Any share transfer taxes applicable to the sale of Preferred Shares to the Fund pursuant to the Fund’s Offer will be paid by the Fund, except as otherwise provided in the Offer to Purchase. |
| 6. | No fees or commissions will be payable to the Fund in connection with the Offer. However, brokers and other nominees who tender Preferred Shares pursuant to your instructions may charge you a fee for doing so. |
| 7. | Your instructions to us should be forwarded in ample time before the Termination Date to permit us to submit a tender on your behalf. |
If you wish to have us tender all or any of your Preferred Shares, please so instruct us by completing, executing, detaching and returning to us the instruction form on the detachable part hereof. If you authorize the tender of your Preferred Shares, all such Preferred Shares will be tendered unless otherwise specified on the detachable part hereof. Your instructions to us should be forwarded as promptly as possible in order to permit us to submit a tender on your behalf in accordance with the terms and conditions of the Offer.
The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Preferred Shares in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction.
Neither the Fund nor the Fund’s Board of Trustees (the “Board”), investment manager or the Subadvisers are making any recommendation to any holder of Preferred Shares as to whether to tender or refrain from tendering Preferred Shares in the Offer. Each holder of Preferred Shares is urged to read the Offer to Purchase and the Letter of Transmittal and accompanying materials carefully in evaluating the Offer. No person has been authorized to give any information or to make any representations in connection with the Offer other than the materials enclosed herewith and the statements specifically set forth in such materials, and, if given or made, such information or representations may not be relied upon as having been authorized by the Fund or the Board.
Payment for Preferred Shares purchased pursuant to the Offer will in all cases be made only after timely receipt by Equiniti Trust Company, LLC (the “Depositary”) of (a) timely confirmation of the book-entry transfer of such Preferred Shares into the account maintained by the Depositary at the Depository Trust Company (the “Book-Entry Transfer Facility”), pursuant to the procedures set forth in Section 3 of the Offer to Purchase, (b) an Agent’s Message (as defined in the Offer to Purchase), in connection with a book-entry delivery, and (c) any other documents required by the Letter of Transmittal. Accordingly, payment may not be made to all tendering holders of Preferred Shares at the same time depending upon when confirmations of book-entry transfer of such Preferred Shares into the Depositary’s account at the Book-Entry Transfer Facility are actually received by the Depositary.
2
INSTRUCTIONS WITH RESPECT TO OFFER BY
FRANKLIN MANAGED MUNICIPAL INCOME TRUST (THE “FUND”)
TO PURCHASE FOR CASH UP TO 100% OF THE FUND’S OUTSTANDING
REMARKETED PREFERRED SHARES, SERIES A AND SERIES C
AT 92.875% OF THE LIQUIDATION PREFERENCE
OF $100,000 PER SERIES A SHARE AND $50,000 PER SERIES C SHARE, PLUS ANY UNPAID DIVIDENDS ACCRUED THROUGH THE TERMINATION DATE
The undersigned acknowledge(s) receipt of the enclosed letter and the offer to purchase dated October 1, 2026 (the “Offer to Purchase”) and related letter of transmittal in connection with the offer by the Fund, a Massachusetts business trust registered under the Investment Company Act of 1940, to purchase for cash up to 100% of the Fund’s Remarketed Preferred Shares, Series A and Series C (the “Preferred Shares”), at 92.875% of the liquidation preference of $100,000 per Series A share and $50,000 per Series C share, plus any unpaid dividends accrued through 5:00 p.m., New York City time, on October 29, 2026, or such later date to which the Offer is extended, upon the terms and subject to the conditions set forth in the Offer to Purchase and the related letter of transmittal (the “Letter of Transmittal” which, together with the Offer to Purchase, as each may be amended and supplemented from time to time, constitute the “Offer”).
This will instruct you to tender the number of Preferred Shares as indicated below (or if no number is indicated below, all the Preferred Shares) held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer to Purchase and related letter of transmittal.
| Fund Name: | SIGN HERE | |||
| Series: | ||||
| CUSIP(S): | ||||
| Number of Preferred Shares to be Tendered: | ||||
| Signature(s) | ||||
| amount of Preferred Shares* | ||||
| Dated , 2026 | ||||
| Please type or print name(s) | ||||
| If known: | ||||
| Please type or print address | ||||
| Auction Desk Contact Information: | ||||
| Name: | ||||
| Area Code and Telephone Number | ||||
| Email Address: | ||||
| Social Security or other Taxpayer Identification Number | ||||
| Broker-Dealer that provides instructions to Auction Agent: | ||||
PLEASE RETURN THIS FORM TO THE BROKERAGE
FIRM MAINTAINING YOUR ACCOUNT
The method of delivery of this form is at the option and risk of the tendering holder of Preferred Shares. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.
3
| * | Unless otherwise indicated, it will be assumed that all Preferred Shares held by us for your account are to be tendered. Specify series if more than one series is tendered and not all Preferred Shares held by us for your account are to be tendered. |
4
Exhibit (a)(1)(vi)
Instructions for Withdrawal
of
Previously Tendered Preferred Shares
of
Franklin Managed Municipal Income Trust (the “Fund”)
If you tendered to the Fund, a Massachusetts business trust registered under the Investment Company Act of 1940, as amended, in connection with the offer by the Fund to purchase for cash up to 100% of its outstanding Remarketed Preferred Shares, Series A and Series C (the “Preferred Shares”), at a price equal to 92.875% of the liquidation preference of $100,000 per Series A share and $50,000 per Series C share, plus any unpaid dividends accrued through 5:00 p.m., New York City time, on October 29, 2026, or such later date to which the Offer is extended (the “Termination Date”), upon the terms and subject to the conditions set forth in the offer to purchase dated October 1, 2026 (the “Offer to Purchase”) and the related letter of transmittal (the “Letter of Transmittal,” which, together with the Offer to Purchase, each as amended or supplemented from time to time, together constitute the “Offer”), and you wish to withdraw all or any of your Preferred Shares, please fill out the attached Notice of Withdrawal. If your Preferred Shares are registered in the name of your broker, dealer, commercial bank, trust company or other nominee (“Nominee Holder”), contact that Nominee Holder to withdraw your tendered Preferred Shares.
1. Withdrawal. If you have tendered your Preferred Shares pursuant to the Offer, you may withdraw your Preferred Shares previously tendered by completing, executing and sending the attached “Notice of Withdrawal” to the addresses set forth on the first page of the Notice of Withdrawal. If your Preferred Shares are registered in the name of your broker or other Nominee Holder, contact that Nominee Holder to withdraw your tendered Preferred Shares.
2. Delivery of Notice of Withdrawal. Equiniti Trust Company, LLC (the “Depositary”) must receive the Notice of Withdrawal prior to the Termination Date. The method of delivery of any documents related to a withdrawal is at the option and risk of the withdrawing holder of Preferred Shares. Any documents related to a withdrawal will be deemed delivered only when actually received by the Depositary. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery. If your Preferred Shares are registered in the name of your broker or other Nominee Holder, you may need to allow such Nominee Holder additional time to withdraw your tendered Preferred Shares. You should consult your broker or other Nominee Holder to determine if there is an earlier deadline by which you must inform such Nominee Holder of any decision to withdraw your tendered Preferred Shares.
3. Procedures and Signature Guarantee. The Notice of Withdrawal must specify the name of the Fund, the name of the person who tendered the Preferred Shares to be withdrawn, the number of Preferred Shares to be withdrawn and the name of the registered holder of Preferred Shares, if different from that of the person who tendered such Preferred Shares. If the Preferred Shares to be withdrawn have been delivered to the Depositary, a signed notice of withdrawal with (except in the case of Preferred Shares tendered by a firm which is a broker, dealer, commercial bank, credit union, savings association or other entity and which is a member in good standing of a stock transfer association’s approved medallion program (such as STAMP, SEMP or MSP) (each being hereinafter referred to as an “Eligible Institution”)) signatures guaranteed by an Eligible Institution must be submitted prior to the withdrawal of such Preferred Shares. In addition, such notice must specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Preferred Shares. If this Notice of Withdrawal is signed by trustees, executors, administrators, guardians, agents, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, should indicate location of signing and must submit proper evidence satisfactory to the Fund of their authority to so act.
NOTICE OF WITHDRAWAL
of Preferred Shares
of
Franklin Managed Municipal Income Trust
(the “Fund”)
(Remarketed Preferred Shares, Series A and Series C)
Previously Tendered
Pursuant to the Offer to Purchase Dated October 1, 2026
THE WITHDRAWAL DEADLINE IS 5:00 P.M., NEW YORK CITY TIME, ON OCTOBER 29, 2026, UNLESS THE OFFER IS EXTENDED
This Notice of Withdrawal is Submitted to:
Equiniti Trust Company, LLC
By First Class Mail, By Overnight Courier:
Equiniti Trust Company, LLC
28 Liberty Street, 53rd Floor
New York, NY 10005
If you have any questions regarding this Notice of Withdrawal, please contact EQ Fund Solutions, LLC, the Information Agent for the Offer, at (800) 967-0261.
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| DESCRIPTION OF PREFERRED SHARES WITHDRAWN | ||
| Enter the Name (and Series if applicable) of Fund: | ||
| Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank) |
Preferred Shares Withdrawn* | |
|
1 ☐ All 2 ☐ Partial:
| ||
|
* Unless otherwise indicated, it will be assumed that all Preferred Shares are being withdrawn. | ||
This Notice of Withdrawal is to be completed if you tendered Preferred Shares of the Fund in connection with the Offer by the Fund and wish to withdraw shares tendered.
| ☐ | CHECK HERE IF YOUR PREFERRED SHARES WERE TENDERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING. PLEASE ENCLOSE A PHOTOCOPY OF SUCH NOTICE OF GUARANTEED DELIVERY. |
Name(s) of Registered Holder(s):
Window Ticket No. (if any):
Date of Execution of Notice of Guaranteed Delivery:
Name of Institution which Guaranteed Delivery:
Signatures are required on the next page.
3
NOTE: SIGNATURE(S) MUST BE PROVIDED BELOW.
PLEASE READ THE INSTRUCTIONS SET FORTH IN THIS
NOTICE OF WITHDRAWAL CAREFULLY.
| Name of Fund: |
| Signature(s) of Owner(s): | ||
| Date: , 2026 | ||
| Printed Names: | ||
| Capacity and Location Signed: | ||
| Address: | ||
Guarantee of Signature(s)
(Required if Preferred Shares have been delivered to the Depositary)
[For use by financial institutions only. Place medallion guarantee in space below.]
4
Exhibit (a)(5)
One Madison Avenue
New York, NY 10010
If you need assistance accessing this content please reach out to your sales representative or send an email to accessibility@franklintempleton.com.
Franklin Managed Municipal Income Trust Commences Issuer Tender Offer for Remarketed Preferred Shares
New York, NY (October 1, 2026) — Franklin Managed Municipal Income Trust (the “Fund”) (NYSE: PMM) announced today that it commenced an issuer tender offer for up to 100% of its outstanding Series A and Series C Remarketed Preferred Shares (the “Remarketed Shares”) at a price equal to 92.875% of the liquidation preference of $100,000 per Series A share, (or $92,875 per share) and $50,000 per Series C share, (or $46,437.50 per share), plus any unpaid dividends accrued through the termination date of the tender offer. Additional terms of the tender offer are set forth in the Fund’s tender offer materials, which have been filed with the U.S. Securities and Exchange Commission (“SEC”) and will be distributed to the holders of the Remarketed Shares.
The Fund’s tender offer is conditioned upon the closing of the proposed private offering of new preferred shares (the “New Preferred Shares”) with an aggregate liquidation preference at least equal to the aggregate liquidation preference of the Remarketed Shares accepted in the Offer, as set forth in the Fund’s offer to purchase and related letter of transmittal. The Fund currently intends to replace any leverage associated with the tendered Remarketed Shares with the New Preferred Shares.
Any questions about how to tender the Remarketed Shares can be directed to EQ Fund Solutions, LLC, the information agent for the tender offer, at (800) 967-0261.
This announcement is not a recommendation, an offer to purchase or a solicitation of an offer to purchase shares of the Fund and the statements in this press release are not intended to constitute an offer to participate in any tender offer. The Offer will be made only by the Offer to Purchase and the related Letter of Transmittal, and related documents, which are on file with the tender offer documentation with the SEC. SHAREHOLDERS OF THE FUND SHOULD READ THESE DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE OFFER. Holders of Remarketed Shares can obtain the tender offer documents free of charge on the SEC’s website at www.sec.gov. In addition, holders of Remarketed Shares may obtain additional copies of the offer to purchase and related letter of transmittal for the Fund, without charge, by contacting the information agent for the tender offer at (800) 967-0261.
*********************
The Fund is a diversified, closed-end management investment company. The Fund’s investment objective is to seek as high a level of current income exempt from federal income tax. The Fund is managed by Franklin Advisers, Inc. (“FAV”), the Fund’s investment manager, and Franklin Templeton Investment Management Limited (“FTIML”) and Putnam Investment Management, LLC (“Putnam Management”, and together with FTIML, the “Subadvisers”). Additional information regarding the matters addressed in the press release may be announced subsequently via press release, which can be accessed at the Fund’s website at www.franklintempleton.com/investments/options/closed-end-funds. Hard copies of the Fund’s complete audited financial statements are available free of charge upon request.
THIS RELEASE IS NOT A PROSPECTUS, CIRCULAR OR REPRESENTATION INTENDED FOR USE IN THE PURCHASE OR SALE OF FUND SHARES. THIS PRESS RELEASE MAY CONTAIN STATEMENTS REGARDING PLANS AND EXPECTATIONS FOR THE FUTURE THAT CONSTITUTE FORWARD-LOOKING STATEMENTS WITHIN THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. ALL STATEMENTS OTHER THAN STATEMENTS OF HISTORICAL FACT ARE FORWARD-LOOKING AND CAN BE IDENTIFIED BY THE USE OF WORDS SUCH AS “MAY,” “WILL,” “EXPECT,” “ANTICIPATE,” “ESTIMATE,” “BELIEVE,” “CONTINUE” OR OTHER SIMILAR WORDS. SUCH FORWARD-LOOKING STATEMENTS ARE BASED ON THE FUND’S CURRENT PLANS AND EXPECTATIONS, AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE DESCRIBED IN THE FORWARD-LOOKING STATEMENTS. ADDITIONAL INFORMATION CONCERNING SUCH RISKS AND UNCERTAINTIES ARE CONTAINED IN THE FUND’S FILINGS WITH THE SEC.
Category: Fund Announcement
Investor Contact: Fund Investor Services – 1-800-777-0102
Source: Franklin Templeton, Inc.
Source: Legg Mason Closed End Funds
Media Contact: Jeaneen Terrio
+1-212-632-4005
Jeaneen.Terrio@franklintempleton.com