UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. )
Under the Securities Exchange Act of 1934
Putnam Managed High Yield Trust
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
746819101
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(CUSIP Number)
James C. Roumell
Roumell Asset Management, LLC
3 Bethesda Metro Center, Suite 700
Bethesda, MD 20814
Phone: (301) 961-1570
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 3, 2006
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f), or Rule 13d-1(g), check the
following box [X].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to the whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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Schedule 13D Page 2
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CUSIP NO.: 746819101
1. NAMES OF REPORTING PERSONS
Roumell Asset Management, LLC
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
52-2145132
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS OO
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
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7. SOLE VOTING POWER
NUMBER OF 0
SHARES ------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 1,186,508
EACH ------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 1,186,508
WITH ------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,186,508 (1)
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12. CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
15.9%
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14. TYPE OF REPORTING PERSON
IA
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(1) The 1,186,508 shares are deemed to be owned beneficially by Roumell
Asset Management, LLC solely as a result of its discretionary power over
such shares as investment adviser. Roumell Asset Management, LLC has no
economic interest in these shares and thus disclaims beneficial ownership
thereof.
Schedule 13D Page 3
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CUSIP NO.: 746819101
1. NAMES OF REPORTING PERSONS
James C. Roumell and Deborah Billet-Roumell
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS PF
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS
2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7. SOLE VOTING POWER
NUMBER OF 0
SHARES ------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 3,400
EACH ------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 0
WITH ------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
3,400
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,400
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12. CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
*%
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14. TYPE OF REPORTING PERSON
IN
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* Less than 1%.
Schedule 13D Page 4
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CUSIP NO: 746819101
Item 1. SECURITY AND ISSUER
This Schedule 13D relates to the common stock of Putnam Managed High Yield
Trust (the "Issuer"). The principal executive office of the Issuer is One
Post Office Square, Boston, Massachusetts 02109.
Item 2. IDENTITY AND BACKGROUND
This joint statement on Schedule 13D is being filed by Roumell Asset
Management, LLC and by James C. Roumell and Deborah Billet-Roumell,
as joint tenants with right of survivorship.
Information as to each Reporting Person is as follows:
Roumell Asset Management is organized as a Maryland limited liability
company. Its principal address, and address of its principal business,
is 3 Bethesda Metro Center, Suite 700, Bethesda, Maryland 20814. Roumell
Asset Management is a registered investment adviser.
(d) Roumell Asset Management has not been convicted
in a criminal proceeding during the last five
years.
(e) Roumell Asset Management, during the last five years,
was not a party to any civil proceeding of a judicial
or administrative body of competent jurisdiction which
resulted in or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state
securities laws or finding any violations with respect
to such laws.
(a) James C. Roumell and Deborah Billet-Roumell,
as joint tenants with right of survivorship.
(b) Mr. and Mrs. Roumell's home address is 3516
Raymond Street, Chevy Chase, Maryland 20815.
(c) Mr. Roumell's present principal occupation is acting
as the President of Roumell Asset Management, a
registered investment adviser, whose address is set
forth above. Mrs. Roumell works at home.
(d) Mr. and Mrs. Roumell have not been convicted in a
criminal proceeding during the last five years.
(e) Mr. and Mrs. Roumell, during the last five years,
were not a party to any civil proceeding of a judicial
or administrative body of competent jurisdiction which
resulted in or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state
securities laws or finding any violations with respect
to such laws.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Roumell Asset Management directed client accounts as to which it had
discretionary authority to purchase, for the clients' benefit and in the
clients' names (or in street names), 1,186,508 shares of common stock. The
aggregate purchase price was $9,405,065, inclusive of brokerage commissions.
The sources of funding for these purchases were individual client funds. Mr.
and Mrs. Roumell purchased 3,400 shares of common stock, as joint tenants
with right to survivorship, for a purchase price of $27,936.96, inclusive of
brokerage commissions. The source of funding for this purchase was
individual funds.
Item 4. PURPOSE OF TRANSACTIONS
The Reporting Persons acquired shares of the Common Stock of the Issuer for
investment purposes, based on their belief that the Issuer's stock is
undervalued and represents an attractive investment opportunity. The
Reporting Persons have in the past requested, and may in the future request,
that the Issuer's Management and Board of Directors take the necessary
actions for shareholders to realize the discount on the Issuer's shares.
The Reporting Persons may attempt to discuss such matter directly with the
Issuer's Management and Board of Directors or may propose such matter
directly to the Issuer's shareholders, in each case regarding factors
contributing to the current undervaluation of the Issuer's stock and new
strategies to create and maximize value for the Issuer's stockholders.
The Reporting Persons may propose, among other matters, that the Issuer
combine or merge with other funds affiliated with the Issuer and which
do not trade at a discount.
The Reporting Persons intend to review regularly their equity interest
in the Issuer. Depending upon their review, one or more of the Reporting
Persons may from time to time purchase additional securities of the Issuer,
dispose of all or a portion of the securities then beneficially owned (as
described herein) by such Reporting Person, or cease buying or selling such
securities. Any such additional purchases or sales of securities of the
Issuer may be in the open market or privately negotiated transactions or
otherwise.
Depending on their assessment of the foregoing factors, the Reporting
Persons may, from time to time, modify their present intention as stated
in this item 4.
Except as set forth above, the Reporting Persons do not have at this time
any specific plans which would result in (a) the acquisition by the
Reporting Persons of additional securities of the Issuer or the disposition
by the Reporting Persons of securities of the Issuer; (b) any extraordinary
corporate transactions such as a merger, reorganization or liquidation
involving the Issuer or any of its subsidiaries; (c) any sale or transfer
of a material amount of the assets of the Issuer or of any of its
subsidiaries; (d) any change in the present Management or Board of Directors,
including any plans or proposals to change the number of term of directors
or to fill any existing vacancies on the Board of Directors; (e) any material
change in the present capitalization or dividend policy of the Issuer;
(f) any other material change in the Issuer's business or corporate
structure; (g) any change in the Issuer's charter or by-laws which may
impede the acquisition of control of the Issuer by any person;(h) the
Issuer's Common Stock being delisted from a national securities exchange
or ceasing to be authorized to be quoted in an inter-dealer quotation
system or a registered national securities association; (i) causing a
class of equity securities of the Issuer to become eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended;or (j) any action similar
to those enumerated above.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As determined by Rule 13d-3 of the Securities
Exchange Act of 1934, Roumell Asset Management may be said to have
beneficial ownership of an aggregate of 1,186,508 shares of the Issuer's
common stock, representing 15.9% of its outstanding shares (based upon
the information contained in the Issuer's semi-annual report filed
January 27, 2006). Mr. and Mrs. Roumell have beneficial ownership of
3,400 shares of the Issuer's common stock, representing less than 1% of
its outstanding shares (based upon the information contained in the
Issuer's semi-annual report filed January 27, 2006).
(b) Roumell Asset Management
(i) SOLE POWER TO VOTE OR DIRECT THE VOTE:
0
(ii) SHARED POWER TO VOTE OR DIRECT THE VOTE:
1,186,508 shares of common stock
(iii) SOLE POWER TO DISPOSE OR DIRECT THE DISPOSITION:
1,186,508 shares of common stock
(iv) SHARED POWER TO DISPOSE OR DIRECT THE DISPOSITION:
0
The 1,186,508 shares are deemed to be owned beneficially by Roumell Asset
Management solely as a result of its discretionary power over such shares
as investment adviser. Roumell Asset Management has no economic interest
in these shares and thus disclaims beneficial ownership thereof.
(b) James C. Roumell and Deborah Billet-Roumell
As Joint Tenants With Right of Survivorship
(i) SOLE POWER TO VOTE OR DIRECT THE VOTE:
0
(ii) SHARED POWER TO VOTE OR DIRECT THE VOTE:
3,400 shares of common stock
(iii) SOLE POWER TO DISPOSE OR DIRECT THE DISPOSITION:
0
(iv) SHARED POWER TO DISPOSE OR DIRECT THE DISPOSITION:
3,400
(c) During the 60 period ending February 10, 2006,
Roumell Asset Management conducted the following transactions in the
Issuer's common stock. Each of the above listed transactions was conducted
in the ordinary course of business on the open market for cash. Purchase and
sale prices include brokerage commissions paid.
Buy/Sell Date No. of Shares Purchase Price
--------- ---------- ------------- --------------
Buy 12/13/2005 5,750 $7.7704-$7.7887
Buy 12/14/2005 3,000 $7.7500
Buy 12/16/2005 4,000 $7.85-$7.86
Buy 12/19/2005 750 $7.8500
Buy 12/21/2005 2,350 $7.8500
Buy 12/22/2005 2,400 $7.84-$7.85
Buy 12/27/2005 12,500 $7.8000
BUy 12/28/2005 6,800 $7.8500
BUy 12/29/2005 12,450 $7.8389-$7.85
BUy 12/30/2005 4,300 $7.8500
BUy 1/30/2006 18,700 $8.0070
BUy 1/31/2006 8,100 $8.0470
BUy 2/1/2006 500 $8.0500
BUy 2/3/2006 493,200 $7.9403-$8.0115
BUy 2/6/2006 15,850 $8.04-$8.0499
BUy 2/7/2006 7,600 $8.1000
BUy 2/8/2006 5,500 $8.1000
BUy 2/9/2006 9,700 $8.0992-$8.10
Mr. and Mrs. Roumell did not have any transactions in the Issuer's common stock
during the 60 period ending February 10, 2006.
(d) Roumell Asset Management's advisory clients have the
right to receive or direct the receipt of dividends from, or the proceeds
from the sale of, the 1,186,508 shares of the Issuer's common stock. Mr. and
Mrs. Roumell have the right to receive or direct the receipt of dividends from,
or the proceeds from the sale of, the 3,400 shares of the Issuer's common
stock.
(e) Not Applicable.
Schedule 13D Page 5
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CUSIP NO.: 746819101
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH
RESPECT TO THE SECURITIES OF THE ISSUER
The Investment Advisory Agreement between Roumell Asset Management and its
clients for whom Roumell Asset Management conducted the acquisition of the
subject shares provides that Roumell Asset Management has shared authority to
vote and discretionary authority dispose of securities such as the subject
shares.
Item 7. MATERIALS TO BE FILED AS EXHIBITS
Exhibit 1 Form of Roumell Asset Management, LLC Investment
Advisory Agreement.
Exhibit 2 Joint Filing Agreement by and among Roumell Asset Management,
LLC, James C. Roumell and Deborah Billet-Roumell.
Schedule 13D Page 6
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SIGNATURE
After reasonable inquiry and to the best of his/hers/its knowledge and
belief, each of the undersigned Reporting Persons certifies that the
information set forth in this statement with respect to him/her/it is
true, complete and correct.
Dated: February 13, 2006
Roumell Asset Management, LLC
By: /s/ James C. Roumell
------------------------
Name: James C. Roumell
Title: President
James C. Roumell and Deborah
Billet-Roumell,Joint Tenants With
Right of Survivorship
By: /s/ James C. Roumell
------------------------------------
James C. Roumell
Exhibit 1
Equity___Balanced___Concentrated___
Account #: _______________________
Roumell Asset Management, LLC
Investment Advisory Agreement
This Investment Advisory Agreement, the ("Agreement"), dated as
of ______________, 20____, is by and between Roumell Asset Management,
LLC ("Adviser"), also referred to as "RAM" or the "Firm," an investment
adviser registered with the U.S. Securities and Exchange Commission
pursuant to the provisions of the Investment Advisers Act of 1940
("Advisers Act") and _____________________________________________
("Client").
1. Services of Adviser
By execution of this Agreement, Client hereby establishes an Investment
Advisory Account ("Account") and appoints Adviser as the investment
manager to supervise and direct the investments of the Account on a
discretionary basis in accordance with the Client's stated objectives
and financial goals. In consultation with the client, Roumell Asset
Management will assist the client in determining whether the account
is to be managed as an: (a) Equity Account (up to 100% invested into
stocks), or (b) Concentrated Equity Account (up to 100% invested into
roughly 20 stocks), or (c) Balanced Account (with the typical
balanced account having a 65% target equity allocation and a 35%
target for fixed-income securities). That said, RAM does not provide
comprehensive financial planning services. Investments made by RAM
may include mutual funds, closed-end fund shares, bonds, common and
preferred stocks, American Depository Receipts ("ADR"), Exchange
Traded Funds ("ETF"), Unit Investment Trusts ("UIT"), and/or Real
Estate Investment Trusts ("REIT"). The custodian holding the Account
will be responsible for providing regular statements to the client
showing portfolio holdings. Roumell Asset Management (or Raymond
James Financial Services, Inc. acting on behalf of RAM (unless another
custodian has been approved by RAM)) will provide the client with a
quarterly performance statement.
2. Standard of Care
In providing such services, it is agreed that except for negligence,
malfeasance or violation of applicable law, neither Adviser nor any
of its officers, directors or employees shall be liable for any
action performed or for any errors of judgment in managing client's
account(s) under this Agreement. However, the Federal Securities
Laws impose liabilities under certain circumstances and therefore
nothing contained in this Agreement with respect to liabilities
should be construed as limiting a client's rights which he/she may
have under applicable state or Federal Securities Laws, or, if
applicable ERISA. Client expressly understands and agrees that
Adviser does not guarantee that a specific result will be achieved
through Adviser's management of the Account.
3. Custody
As a condition of opening an account with RAM, client agrees to
deposit his or her funds and securities in a securities brokerage
account at Raymond James Financial Services, Inc. ("Raymond James").
Raymond James will act as the custodian of the client's assets and
will execute the purchase and sale transactions in the client's
account. RAM has determined that the fees Raymond James charges
are reasonable and competitive in view of the quality of execution
and access to research that Raymond James provides. Raymond James
charges a flat $24.90 (unlimited shares) per stock trade (listed or
OTC); $41.50 flat per bond trade (unlimited number of bonds); and
$30 per mutual fund trade. Nevertheless, RAM may execute trades
through other broker-dealers if the circumstances warrant, i.e. to
gain access to other firms' research. In such instances, clients
will typically pay five cents per share in addition to Raymond James'
transaction cost. Such trades are unusual and not the norm. Finally,
in limited cases, and always at RAM's discretion, RAM may permit
clients to direct that their assets be custodied at, and trades for
their accounts be effected through, broker-dealers of their own
choosing.
4. Confidential Relationship
All information and advice furnished by either party to the other,
including their respective agents and employees, shall be treated as
confidential and shall not be disclosed to third parties, except as
required by law or necessary to carry out designated powers or as
granted by the Client.
6. Service to Other Clients
It is understood that Adviser performs investment advisory services
for other clients. Client agrees that Adviser may give advice and
take action with respect to any of its other clients, which may
differ from the advice given or the timing or nature of action taken
with respect to the Client's Account, so long as it is Adviser's
policy to the extent practical, to allocate investment opportunities
to the Account over a period of time on a fair and equitable basis
relative to other clients.
7. Proxies and Class Action Lawsuits
Adviser will typically not take any action or render any advice with
respect to voting of proxies solicited by or with respect to the
issuers of securities in which assets of the Account may be invested
from time to time. In addition, Adviser will typically not take any
action or render any advice with respect to any securities held in
the Account which are named in or subject to class action lawsuits.
It is expected that the Client's custodian will forward to Client
any information received regarding proxy material or class action
legal matters involving any security held in the Account.
8. Fees
RAM's fees are payable quarterly in advance and are based on the
following annualized fee schedule:
First $200,000 1.75%
Next $300,000 1.50%
Assets over $500,000 1.00%
Fees are computed on the value of the account on the last day of the
preceding quarter. The fee is prorated for a partial quarter.
Multiple household accounts are aggregated for purposes of determining
the appropriate fee. A portion of the Advisory fee charged is paid
to Raymond James (unless RAM agrees to the use of another custodian)
for administrative services. New Accounts opened during the first
or second month of the quarter are billed initially for the days from
inception to the end of the quarter based on the inception value.
New Accounts opened during the last month of the quarter are billed
initially for the days from inception to the end of the month, plus
the next full quarter based on the inception value. The initial
payment will become due in full on the date of inception.
Capital contributions greater than 20% of a Client's total assets
shall be billed the prorated fee for the remaining period in which
the assets are contributed, provided such additions occur during
the first two months of the billing period. Similarly, capital
withdrawals greater than 20% of a Client's total assets will result
in a refund of prorated fees for the remaining period, provided
such withdrawals occur during the first two months of the billing
period.
Adviser and Raymond James are hereby authorized to deduct from
Client's Account any fee owed to Adviser pursuant to the terms
of this Agreement, and pay said fee to Adviser or its designee.
All fees paid to Adviser will be reported to Client on the regular
statements provided by Raymond James & Associates for Raymond James
Financial Services, Inc. Alternatively, client will be billed
directly by Raymond James (on behalf of RAM), and agrees to pay their
fee within 30 days of receiving the bill.
9. Limitation of Responsibility
Raymond James' responsibility pursuant to this agreement is limited
to executing transactions pursuant to directions of Adviser or
Client. Client authorizes Adviser to act as Client's agent to buy
or sell investments for the Client's Account.
10. Investment Objectives and Restrictions
Client acknowledges that Adviser will rely on information provided
to Adviser by the Client in managing the Account. Client agrees to
give Adviser prompt written notice of any modifications, changes
or investment restrictions applicable to the Account and to notify
Adviser if Client deems any investments recommended or made for
the Account to be in violation of such investment objectives or
restrictions. Unless Client promptly notifies Adviser in writing
of specific investment restrictions on the Account, the investments
recommended for or made on behalf of the Account shall be deemed to
be in conformity with Client's investment objectives. Although tax
considerations are not generally a factor in managing accounts, it
is the Client's responsibility to notify Adviser if such
considerations are relevant to the Client's overall financial
circumstances.
11. Authority to Contract
If the client is not an individual (i.e. a corporation, partnership,
trust or retirement plan), the party executing on behalf of the Client
(hereinafter referred to as the "Authorized Person") represents that
he or she is fully authorized to execute this agreement with the Adviser.
12. Termination of Agreement
This Agreement may not be modified or amended except in writing and
signed by both Adviser and Client. Client may terminate the Agreement
within five days of the date of acceptance, without penalty. After the
five-day period, either party may terminate the Agreement on 30 days
written notice to the other party. Upon termination, any prepaid fees
will be pro-rated to the date of termination and any unearned portion
thereof will be refunded to the Client.
13. Assignment of Agreement
No assignment, as that term is defined in the Advisers Act, of this
Agreement shall be made by Adviser without the written consent of Client.
14. Notices
Notices to Adviser must be in writing, and shall be sent to Address of
Adviser.
All notices or communications to the Client will be sent to the address
of record on the account or such other address as may be given in writing
to the Adviser. All notices hereunder shall be sufficient if delivered
by facsimile, regular or overnight mail, or by hand.
15. Acknowledgment of Adviser's ADV Part II
Client hereby acknowledges receipt of a copy of Part II of Adviser's
Form ADV and Privacy Notice.
16. Governing Law
The internal law of Maryland will govern this agreement. However,
nothing in this agreement will be construed contrary to the Advisers
Act or any rule or order of the Securities and Exchange Commission
under the Advisers Act.
17. Severability
The parties hereby agree that if any term, provision, duty, obligation
or undertaking herein contained is held to be unenforceable or in
conflict with applicable law, the validity of the remaining portions
shall not be affected, and the rights and obligations of the parties
shall be construed and enforced as if such invalid or unenforceable
provision was not contained herein.
Type of Account:
Balanced: These accounts are composed of equity, fixed income
and cash investments. This option is typically chosen when the
account represents a significant percentage of a client's overall
financial net worth or for those clients who desire a lower overall
risk level as compared to a straight equity account. On average,
balanced accounts hold between 25 and 30 stocks (representing 65%
of the total portfolio) with the remaining portion of the account
in fixed income and cash.
Equity: These accounts can have up to 100% of assets invested in
stocks, although they may also include certain types of fixed
income investments. Equity accounts typically hold between 30
and 35 stocks. A more concentrated strategy is available where
accounts typically hold about 20 stocks. Equity accounts are
designed for those who wish to maximize our equity investment
strategy while assuming a commensurate level of risk.
____ Balanced:
___ Standard (65/35 Equity/Fixed Income & Cash)
___ Other ( )
____ Equity
____ Concentrated Equity
Investment Restrictions: ________________________________
Link this Account with Related Accounts:
________________ ________________ ______________
Investment Experience
(Circle: N-None, L-Limited, M-Moderate, E-Extensive)
Equities N L M E
Bonds N L M E
Options/Futures N L M E
Mutual Funds N L M E
Annuities N L M E
Margin Trading N L M E
Investment Objective and Associated Risk Tolerance Time Horizon
Capital Preservation __ Low __ < 5 years
Income __ Low __ Medium __ High __ 5-10 years
Growth __ Medium __ High __ > 10 years
Speculation __ High
Accepted: Date: ______________________________
By: ________________________________ __________________________________
Client Name Client Signature
By: ________________________________ __________________________________
Client Name Client Signature
By: ________________________________ __________________________________
Adviser Title
Exhibit 2
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as
amended, the undersigned hereby agree, as of February 13, 2006, that only
one statement containing the information required by Schedule 13D, and
each amendment thereto, need be filed with respect to the ownership by each
of the undersigned of shares of common stock of Putnam Managed High Yield
Trust, and such statement to which this Joint Filing Agreement is attached
as Exhibit 2 is filed on behalf of each of the undersigned.
ROUMELL ASSET MANAGEMENT, LLC
By: /s/ James C. Roumell
------------------------------------
James C. Roumell
President
JAMES C. ROUMELL AND DEBORAH
BILLET-ROUMELL, JOINT
TENANTS WITH RIGHT OF
SURVIVORSHIP
By: /s/ James C. Roumell
------------------------------------
James C. Roumell