SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549SCHEDULE 14AProxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. _____)
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D/B/A KARPUS INVESTMENT MANAGEMENT
IN OPPOSITION TO THE SOLICITATION BY THE BOARD OF TRUSTEES OF
One Post Office Square, 8th Floor, Boston, Massachusetts 02109AT THE ANNUAL METING OF SHAREHOLDERS
(To be held on April 8, 2010)
Fellow shareholders:This Proxy Statement and the enclosed GREEN proxy card are being furnished to you, the shareholders of Putnam Municipal Opportunities Trust ("PMO" or the "Fund"), in connection with the solicitation of proxies by Karpus Management, Inc. d/b/a Karpus Investment Management ("KIM" or "Karpus"), long-term shareholders of the Fund since 2005, for use at the at the 2010 Annual Meeting of shareholders of the Fund scheduled to be held at 11:00 a.m. E.S.T. on Thursday, April 8, 2010 at One Post Office Square, 8th Floor, Boston, Massachusetts 02109, including any adjournments or postponements thereof and any consequent meeting that may be called (the "Meeting").Only the Fund's shareholders of record on January 11, 2010 ("Record Date") will be entitled to receive notice of and to vote at the Fund's Meeting of Shareholders or any adjournment(s) or postponement(s) thereof. The Meeting is being held for the following purposes:
- 1. To elect Walter S. Baer, Donald Chapman, Richard W. Cohen, Phillip Goldstein, Robert Hoyt, Ph.D., Jeffrey P. Lessard, Ph.D., CFA, Brad Orvieto and Arthur Charles Regan as Trustees of the Fund;
2. To consider a shareholder proposal recommending that the Trustees consider converting the fund to an open-end format;And to transact such other business as may properly come before the Meeting and any adjournment(s) or postponement(s) thereof.
- 1. To install greater independent representation on the Board in order to align shareholder interests with the actions of the Board; and
2. The Board's original recommendation to merge PMO into an open-end fund with similar objectives is clearly in all shareholders' (both common and preferred) best interests. Our proposal is to simply submit to shareholders the same proposal that the Trustees themselves recommended over a year ago but never actually implemented or submitted to shareholders.
On the Record Date, the Fund reported in its proxy statement as having 42,871,373.975 shares of common stock outstanding (the "Common Stock" or "Shares"), as well as 3,417 shares of Series B Preferred Shares and 3,737 Series C Preferred Shares, with each shareholder of record at the close of business on the Record Date being entitled to one vote for each share held, and each fractional share entitled to a proportionate fractional vote.For all matters to be voted upon, an abstention or broker non-vote will not be considered a vote cast. Abstentions will be counted and broker non-votes, if any, will be considered not present for the purpose of determining the presence of a quorum at the Meeting.As of the Record Date, Karpus was the beneficial owner of 6,299,384 shares of the Common Stock of the Fund which represents 14.69% of the Fund's issued and outstanding Common Stock.YOUR LAST DATED PROXY CARD IS THE ONLY ONE THAT COUNTS, SO RETURN THE GREEN PROXY CARD EVEN IF YOU HAVE ALREADY DELIVERED A PRIOR PROXY. WE URGE YOU NOT TO RETURN ANY PROXY CARD SENT TO YOU BY THE FUND. THIS SOLICITATION IS BEING MADE BY KARPUS, AND NOT ON BEHALF OF THE BOARD OF TRUSTEES OR MANAGEMENT OF THE FUND.The Fund's Clerk will furnish you, upon request and without charge, a copy of the Fund's annual report for its most recent fiscal year, and a copy of its semiannual report for any subsequent semiannual period. The Fund's proxy materials indicate that you may direct such requests to Putnam Investor Services, P.O. Box 8383, Boston, Massachusetts 02266-8383 or by phone at 1-800-225-1581. You may also access copies of these reports by visiting Putnam's website at Putnam.com/individual.We are soliciting a proxy to vote or, under circumstances specified herein, not vote your shares in connection with the Annual Meeting of Shareholders of the Fund. Please refer to the Fund's proxy soliciting material for additional information concerning the Meeting and the matters to be considered by shareholders. It is anticipated that this Proxy Statement and the attached form of proxy will first be mailed to shareholders on or about [ ][ ], 2010.If you have any questions concerning this Proxy Statement, please contact:
- Brett D. Gardner, Portfolio Manager or
Daniel Lippincott, Senior Tax-Sensitive Manager/Municipal Analyst
Karpus Management, Inc., d/b/a Karpus Investment Management
183 Sully's Trail
Pittsford, New York 14534
(585) 586-4680
- Walter S. Baer; Age: 72; Address: 344 S. Canyon View Drive, Los Angeles, California 90049; Nationality: U.S. Citizen; Share Ownership: 26,200 shares; Professional Experience: Private investor; University of Southern California, Annenberg School for Communications and Journalism, Senior Fellow; RAND Corporation, Deputy Vice President and Professor of Policy Analysis, 1990-2004; Times Mirror Company, Director of Advanced Technology, 1981-1989; Education: University of Wisconsin, PhD (physics),1964, Caltech, BS (physics), 1959; Directorships/Other: KCRW Public Radio Foundation, Director, Audit Committee member and former Chair.Donald Chapman; Age: 67; Address: 788 Admiralty Way, Webster, New York 14580; Nationality: U.S. Citizen; Share Ownership: 3,125; Professional Experience: Private Practice Accountant, grew private practice with emphasis on manufacturing and construction/real estate, 1970-2005, KPMG, Staff Accountant, 1967-1970, United States Army, 1960-1963; Education: University of Rochester, Accounting (1967); Directorships/Other: International Accounting Agency Member, Stone Construction Co., Inc., Board Member, 1990-2005, Ultrafab, Inc., Board Member, 1994-2004, New York State Society of Certified Public Accountants, Board of Directors, 1984-1987, President Rochester Chapter of New York State Society of Certified Public Accountants, 1982-1983.Richard W. Cohen; Age: 55; Address: c/o Lowey Dannenberg Cohen & Hart, P.C., White Plains Plaza, One North Broadway, White Plains, New York 10601-2310; Nationality: U.S. Citizen; Share Ownership: 3,152; Professional Experience: President of Lowey Dannenberg Cohen & Hart P.C., a law firm which devotes a substantial amount of its practice to representation of investors in public companies. Admitted to practice in New York and Pennsylvania, and the bars of the U.S. Courts of Appeals for the 1st, 2nd, 3rd, 6th and 11th Circuits; and the U.S. District Courts for the Southern and Eastern Districts of New York, the Eastern District of Michigan and the Eastern District of Pennsylvania; Education: Graduate of Georgetown University (A.B. 1977) and the New York University School of Law (J.D. 1980); Directorships/Other: N/A.Phillip Goldstein; Age: 64; Address: Park 80 West, 250 Pehle Avenue, Suite 708, Saddle Brook, New Jersey 07663; Share Ownership: N/A; Directorships/Other: Mr. Goldstein is an investment advisor and a principal of the general partner of six investment partnerships in the Bulldog Investors group of funds and is a principal of Brooklyn Capital Management LLC, the investment advisor for Insured Municipal Income Fund. He has been a director of the Mexico Equity and Income Fund since 2000, Brantley Capital Corporation since 2001, ASA Ltd since 2008 and Insured Municipal Income Fund since 2009.Robert Hoyt, Ph.D.; Age: 59; Address: c/o Keyflex Group, 1953 N. Howe Street, Chicago, Illinois 60614; Nationality: U.S. Citizen; Share Ownership: 3,620; Professional Experience: The Crestview Capital Funds, Managing Partner, 2003-current; Pentacon, Inc., Executive Vice-President of Business Development,1998-2003; Education: Ph.D. Clinical Psychology, Yeshiva University; M.A., Northwestern University; B.A., Sarah Lawrence College; Directorships/Other: North American Technologies (NAMC), QVL Pharmacy; Sarah Lawrence College, Francis W. Parker School, Chicago Sinai Congregation, Hillview Capital Advisors, and the Civic Leadership Foundation.Jeffrey P. Lessard, Ph.D., CFA; Age: 57; Address: 12 - A 317 RIT College of Business, Department of Finance and Accounting, Rochester, New York 14623; Share Ownership: N/A; Professional Experience: Academic Director of Consumer Finance, Associate Director of the center for Consumer Financial Services and professor of Finance at the Rochester Institute of Technology; Education/Other: Ph.D., Finance, University of Arkansas; M.A., Financial Economics, University of Arkansas, M.B.A., Accounting, Plymouth State College of the University of New Hampshire; B.S. Marketing, Political Science, University of New Hampshire; Directorships/Other: Obtained Chartered Financial Analyst designation and is a member of the Disciplinary Review Committee of the Chartered Financial Analysts Institute. Dr. Lessard's primary teaching interests are in the areas of wealth management, investment analysis and portfolio performance. Dr. Lessard has published in a wide variety of journals such a s the American Business Review, Akron Business and Economic Review, New York Business and Economic Review, Business Insights, Journal of Financial Education, Journal of Global Business and Southern Business Review. Dr. Lessard's current scholarly interests are in the areas of corporate valuation, performance and presentation standards in the investments industry and the influence of the board of directors upon the creation of shareholder value.Brad Orvieto; Age: 53; Address: c/o Strategic Asset Management Group, 800 South Andrews Avenue, Suite 204, Fort Lauderdale, Florida 33316; Nationality: U.S. Citizen; Share Ownership: 1,400 common shares; Professional Experience: Founded Horizon Financial Group, a Financial Planning and Investment Advisory firm, 1985. Horizon Financial Group merged with Strategic Asset Management Group, 1997; Education: University of Miami School of Business (B.B.A, (1979), International Finance and Marketing; Directorships/Other: Certified Financial Planner; Board of Directors, Equus II Inc. (EQS), 2010 Chairman of Broward County Housing Finance Authority, Steering Committee for the Incorporation of the City of Weston, McDonald Family Foundation-Trustee, City of Plantation Comprehensive Planning Board, Anti-defamation League Civil Rights Committee, Broward County Tourist Related Program Grant Panel, Broward County Cultural Arts Grant Panel, Broward County Art in Public Places Steering Committee, Board of Directors - Temple Kol Ami, Corporate Board - Broward County Boys & Girls Club.Arthur Charles Regan; Age: 47; Address: 1350 N. Jasmine Avenue, Tarpon Springs, Florida 34689, Nationality: U.S. Citizen; Share Ownership: N/A; Professional Experience: Mr. Regan is currently the President & CEO of Regan & Associates, Inc. a NY, NY based proxy solicitation/shareholder services firm founded by him in 1991 and has had numerous articles published on shareholder related matters. He was previously the President of David Francis & Co., Inc. and a Vice President at Morrow & Co, Inc., also proxy solicitation firms; Education/Other: BS in Management & Organizational Behavior from NYU (1984); Directorships/Other: He also formerly served as an outside director and Corporate Secretary for US Wats, Inc. a Bala-Cynwyd, PA based publicly held telecommunications firm until that firm was merged out of existence. Mr. Regan also manages his own investment portfolio and has since 1984.
- * Discount "management": Our Trustees claim that their "wisdom" of indefinitely postponing the merger of the Fund into an open-end fund with similar investment objectives was a direct cause of the discount narrowing of the Fund from an average of -10.88% in the third quarter of 2008 to an average of -5.64% in the final quarter of 2009. We disagree. We feel that the Trustees enticed shareholders to buy more shares with the belief that they would be receiving NAV for their shares once the mergers were approved. We believe this discount narrowing is artificial and we have little confidence the discount can remain narrow on its own. It should also be noted that while the Fund's discount is narrow relative to its historic average, it remains wide relative to its Lipper leveraged closed-end fund category peers (Source: Bloomberg). We feel that this additional buying played a key role in substantially narrowing the discount to net asset value at which the Fund's shares trade and had little i f anything to do with the Trustees' "wisdom." Further, the discount has likely been diminished and remains narrow due to the disclosure of our shareholder proposal and Director nominees.* Delaying the annual meeting: The Fund's last annual meeting was on May 8, 2008. This is 23 months from the announced date of the 2010 Annual Meeting. All other Putnam closed-end funds, except PMO and PMM had an annual meeting in 2009. While we believe that the Board did this because it had technically held the May 8, 2008 meeting during its 2009 fiscal year, we do not understand why it chose to substantially alter its annual meeting date while it continued with the status quo on its other closed-end funds. Because of this unnecessary delay, the Trustees never even allowed shareholders to vote on merging the Fund with an open-end fund with similar investment objectives. Further, the delay also did not allow shareholders to vote on the election of three additional trustees (one of whom had already retired) for which the Fund assumed the additional costs for in 2009.* Fixing the number of Trustees, again: Since 1994, the Board has "fixed" the number of Trustees multiple times at anywhere from 10 to 16 Trustees with no apparent rhyme or reason for the changes. Making matters worse, three additional trustees were added to "serve" in 2009 prior to even being elected by Fund shareholders. Unfortunately, this is not a new phenomenon for our Fund. Why does the Fund and Putnam Investments find it prudent to continually modify the number of trustees serving as "representatives" of its open and closed-end fund shareholders? Putnam is forcing shareholders to accept the costs of these additional trustees without any apparent benefit to shareholders for their "service."* Merging the Fund into an open-end fund: Lastly, the most egregious series of actions since the May 8, 2008 annual meeting involves the Trustees' series of decisions to merge, delay and then indefinitely suspend their proposal to merge PMO with an open-end fund with similar investment objectives. Given the events as they have unfolded, we feel that the Board's actions have proven to be reactive rather than proactive and we therefore feel that shareholders clearly should have more adequate and independent representation.
- Karpus Management, Inc., d/b/a Karpus Investment Management
c/o Regan & Associates, Inc.
505 Eighth Avenue, Suite 800
New York, New York 10018
- 1. FOR all eight of Karpus' nominees;
2. FOR Karpus' proposal recommending that the Trustees consider converting the fund to an open-end format;
- Brett D. Gardner, Portfolio Manager or
Daniel Lippincott, Senior Tax-Sensitive Manager/Municipal Analyst
Senior Director of Investments
Karpus Management, Inc., d/b/a Karpus Investment Management
183 Sully's Trail
Pittsford, New York 14534
(585) 586-4680
Stockholders of Putnam Municipal Opportunities Trust, in Opposition to the Solicitation by the
Board of Trustees at the Annual Meeting of Stockholders to be held on April 8, 2010
- 1. FOR all eight of Karpus' nominees;
2. FOR Karpus' proposal recommending that the Trustees consider converting the Fund to an open-end format;
If voting your proxies would cause there to be a quorum and cause management's director nominees to be elected, then unless Karpus determines that the Board has agreed to afford shareholders truly independent representation on the Board of the Fund, Karpus may not attend the Meeting, may not vote the undersigned's shares proxy, and the shares may not be counted toward a quorum. If you do not believe the foregoing condition is reasonably specified or you unconditionally want your shares to be represented at the Meeting, you should not give us your proxy.AS YOUR FELLOW SHAREHOLDERS, KARPUS RECOMMENDS THAT YOU VOTE FOR ITEM 1 AND FOR ITEM 21. Election of Directors
[ ] FOR ALL Karpus Nominees [ ] FOR Richard W. Cohen [ ] FOR Robert Hoyt, Ph.D. [ ] FOR Brad Orvieto [ ] FOR Jeffrey P. Lessard, Ph.D., CFA [ ] FOR Donald R. Logan [ ] FOR Brad Orvieto [ ] FOR Dwight A. Pike [ ] FOR Arthur Charles Regan [ ] WITHHOLD AUTHORITY [ ] FOR ALL EXCEPT To withhold authority to vote for certain nominees only, mark "For All Except" and write each such nominee's name on the line below. Name of Director(s) Withholding: _______________________________________________________________________2. FOR Karpus' proposal recommending that the Trustees consider converting the Fund to an open-end format.
-
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. To transact such other business as may properly come before the Meeting and any adjournments thereof.**By checking the FOR box below, I authorize Karpus to utilize its discretion to vote, or under specified conditions in Karpus' proxy statement, not vote my shares.
- [ ] FOR [ ] AGAINST [ ] ABSTAIN
Signature of Stockholder:__________________________________ Signature of Stockholder:__________________________________ Date: _____________________________________________ Date: _____________________________________________
Note: Please sign exactly as your name or names appear on this Proxy and return promptly using the enclosed envelope. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.