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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[ ] Definitive Proxy Statement
[ ] Defininitive Additional Materials
[ ] Soliciting Material Pursuant to § 240.14a-12
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OF
PUTNAM MUNICIPAL OPPORTUNITIES TRUST
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PROXY STATEMENT
OF
KARPUS MANAGEMENT, INC.
D/B/A KARPUS INVESTMENT MANAGEMENT
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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 ("Karpus"), long-term shareholders of the Fund since 2005, for use at the at the 2011 Annual Meeting of shareholders of the Fund scheduled to be held at [ ] a.m./p.m. E.S.T. on [ ], April [ ], 2011 at [ ], including any adjournments or postponements thereof and any meeting which may be called in lieu thereof (the "Meeting"). This proxy statement and the enclosed GREEN proxy card are first being furnished to shareholders on or about [ ], 2011.Only the Fund's shareholders of record on [ ], 2011 ("Record Date") will be entitled to receive notice of and to vote at the Meeting. The Meeting is being held for the following purposes:
Item 1: To elect the following as Trustees of the Fund: a. To be elected by the common and preferred shareholders voting together as a class: Walter S. Baer, Donald Chapman, Glen T. Insley, CFA, Jeffrey P. Lessard, Ph.D., CFA, Thomas M. McDonald, Robert F. Oden, Brad Orvieto, Dwight A. Pike, CFA, Arthur Charles Regan, G. William Schwert, Ph.D., Douglas Skinner, Ph.D., and Gerard J. Wenzke. b. To be elected by the preferred shareholders voting separately as a class: Richard W. Cohen and Phillip Goldstein. Item 2: To consider a shareholder proposal recommending that investment management agreement between the Fund and Putnam Investment Management, LLC (the "Manager") shall be terminated; Item 3: To consider a shareholder proposal recommending that the Board of Trustees of PMO consider taking all steps necessary to cause PMO to redeem all outstanding auction rate preferred shares at par and to utilize Municipal Term Preferred Securities (MTPS), Variable Rate Demand Preferred Securities (VRDPS) and/or Tender Option Bonds (TOBs) as alternate sources of leverage; and To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.If you have already sent a proxy card furnished by the Fund's management to the Fund, you have every right to change your vote by signing, dating and returning the enclosed GREEN proxy card or by following the instructions for telephone or Internet voting detailed thereon. Only your latest dated proxy card counts!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 (when available) 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 [ ] [ ], 2011.Please refer to Appendix A - Information Concerning the Annual Meeting and the Fund's proxy materials for additional information concerning the Annual Meeting, including voting and proxy procedures, votes required for approval of the proposals and the solicitation of proxies.If you have any questions or require assistance voting your shares, please contact Regan & Associates, Inc., at 505 Eighth Avenue, Suite 800, New York, New York 10018 or 1-800-737-3426.
- *Reactive versus proactive management is not acceptable.*Denying all shareholders the ability to receive full value for their shares is not acceptable. Additionally, due to this "wisdom" of delaying the merger of the Fund into an open-end fund, shareholders have not had one day which they have had the ability to receive the net asset value for their shares. In fact, shares of the Fund have not traded at net asset value since September 14, 2004.*Our Board is not adequately fulfilling its duties as the agent of the Fund's shareholders.*The Fund's manager, Putnam Investment Management, LLC has provided poor advice to the Fund's Board and must be terminated.*All outstanding auction market preferred shares of the Fund must be redeemed at par and the Fund should take all steps necessary to cause the Fund to utilize Municipal Term Preferred Securities (MTPS), Variable Rate Demand Preferred Securities (VRDPS) and/or Tender Option Bonds (TOBs) as alternate sources of leverage.
- 1. Each class of shareholders must have more adequate and independent representation;
2. The Fund's investment manager must be terminated for the "advice" they offered to the Fund's Board to the detriment of both the common and preferred shareholders of the Fund; and
3. The Board of Trustees should take all steps necessary to cause PMO to redeem all outstanding auction rate preferred shares at par and utilize Municipal Term Preferred Securities (MTPS), Variable Rate Demand Preferred Securities (VRDPS) and/or Tender Option Bonds (TOBs) as alternate sources of leverage.
- *Walter S. Baer; Age: 74; Date of Birth: July 27, 1937; Business Address: Annenberg School for Communications and Journalism, University of Southern California, Los Angeles, California 90089-0281; Residence Address: 344 S. Canyon View Drive, Los Angeles, California 90049; Nationality: U.S. Citizen; Share Ownership: 0 common shares, 0 preferred shares; Professional Experience: Presently a 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, Ph.D. (physics),1964, Caltech, BS (physics), 1959; Directorships/Other: KCRW Public Radio Foundation, Director, Audit Committee member and former Chair.*Donald Chapman; Age: 68; Date of Birth: December 7, 1942; Business Address: None/Retired; Residence Address: 788 Admiralty Way, Webster, New York 14580; Nationality: U.S. Citizen; Share Ownership: 3,725 common shares, 0 preferred shares; Professional Experience: Presently retired, 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: 56; Date of Birth: June 23, 1954; Business Address: c/o Lowey Dannenberg Cohen & Hart, P.C., White Plains Plaza, One North Broadway, White Plains, New York 10601-2310; Residence Address: 1304 Colonial Court, Mamaroneck, New York 10543; Nationality: U.S. Citizen; Share Ownership: 3,152 common shares, 1 preferred share; Professional Experience: Presently 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; 65, (born 1945); Park 80 West, Plaza Two, 250 Pehle Avenue, Suite 708, Saddle Brook, NJ 07663. Since 1992, Mr. Goldstein has been an investment advisor and a principal of the general partner of six investment partnerships in the Bulldog Investors group of private funds. Since 2009, he has been a principal of Brooklyn Capital Management, the investment adviser to Special Opportunities Fund. He is a director of the following closed-end funds: Mexico Equity and Income Fund since 2000, Brantley Capital Corporation since 2001, ASA Ltd since 2008, Special Opportunities Fund since 2009 and Korea Equity Fund since 2010.*Glen T. Insley, CFA; Age: 64; Date of Birth: July 7, 1946; Business Address: None; Residence Address: 47 Blue Heron Road, Georgetown, South Carolina 29440; Nationality: U.S. Citizen; Share Ownership: 0 common shares, 0 preferred shares; Professional Experience: Presently retired, formerly, Evergreen Investments, Senior Vice-President/Managing Director Investment Risk Management (2000-2007 (retired)), Senior Vice-President/Managing Director of Fixed Income (1993-2000); Education: Obtained Chartered Financial Analyst Designation (1980), Trinity College, B.A. (major in government, minor in economics) (1968); Directorships/Other: Chairman of Valuation Committee, Evergreen Funds (2004-2007), Chairman of Board, Vestaur Securities Corp. (a then AMEX listed closed-end fund that reorganized into an open-end fund in 2005) (1998-2005), Finance Committee Member, HUM Group Inc./Healthcare Underwriters Mutual Insurance (1995-2002).*Jeffrey P. Lessard, Ph.D., CFA; Age: 58; Date of Birth: February 2, 1952; Business Address: 12 - A 317 RIT College of Business, Department of Finance and Accounting, Rochester, New York 14623; Residence Address: 72 Kirklees Road, Pittsford, New York 14534; Share Ownership: 0 common shares, 0 preferred shares; Professional Experience: Presently, 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 as 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.*Thomas M. McDonald; Age: 60; Date of Birth: November 1, 1950; Business Address: c/o Craven Thompson & Associates, Inc., 3563 N.W. 53rd Street, Fort Lauderdale, Florida 33309; Residence Address: 7630 Marblehead Lane, Parkland, Florida 33067; Nationality: U.S. Citizen; Share Ownership: 5,000 common shares, 0 preferred shares; Professional Experience: Presently, Craven Thompson & Associates, Inc., President (1979-present); Education: Bowling Green State University, B.S. Business Administration, major in accounting (1976); Directorships/Other: Board Member, Legacy Bank of Florida (2007-present), Chairman and President, Boys and Girls Clubs of Broward County (2008-2010).*Robert F. Oden; Age: 54; Date of Birth: December 9, 1956; Business Address: c/o Strategic Asset Management Group, 800 South Andrews Avenue, Suite 204, Fort Lauderdale, Florida 33316; Residence Address: 3073 NW 30th Way, Boca Raton, Florida 33431; Nationality: U.S. Citizen; Share Ownership: 1,000 common shares, 0 preferred shares; Professional Experience: Presently, Partner, Strategic Asset Group (1988-Present (Mr. Oden previously worked for Physicians Financial Group, which merged with Strategic Asset Management Group in 1991)); Education: B.A. Florida Atlantic University (1979); Directorships/Other: N/A.*Brad Orvieto; Age: 53; Date of Birth: January 11, 1957; Business Address: c/o Strategic Asset Management Group, 800 South Andrews Avenue, Suite 204, Fort Lauderdale, Florida 33316; Residence Address: 10824 NW 2nd Street, Plantation, Florida 33324; Nationality: U.S. Citizen; Share Ownership: 500 common shares, 0 preferred shares; Professional Experience: Presently, 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.*Dwight A. Pike, CFA; Age: 56; Date of Birth: February 2, 1954; Business Address: 5 Holly Lane, Pinehurst, North Carolina 28374; Residence Address: 5 Holly Lane, Pinehurst, North Carolina 28374; Nationality: U.S. Citizen; Share Ownership: 0 common shares, 0 preferred shares; Professional Experience: Presently owner of Pike's Financial Services, LLC, 2000-present, a company specializing in providing accounting, tax, payroll and investment services to individuals and small businesses; Unquowa Partners, 1995-2000, Founding Partner of institutional brokerage business specializing in generating research on small cap companies for institutional clients; Knights of Columbus, 1988-1995 and 1980-1986, Vice-President of Investments managing equity portfolio; Cowen Asset Management, 1986-1988, Vice-President of Portfolio Management before returning to the Knights of Columbus; Mid-Continent Telephone Corporation (predecessor to Alltel), 1978-1980, Financial Analyst; Education/Other: Obtained CFA Designation; College of Wooster, Economics (B.A., 1976) and University of Connecticut (M.B.A., 1977); Directorships/Other: N/A.*Arthur Charles Regan; Age: 48; Date of Birth: January 24, 1963; Business Address: 505 Eighth Avenue, Suite 800, New York, New York 10018; Residence Address: 1350 N. Jasmine Avenue, Tarpon Springs, Florida 34689; Nationality: U.S. Citizen; Share Ownership: 0 common shares, 0 preferred shares; Professional Experience: Mr. Regan is presently 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 port folio and has since 1984.*G. William Schwert, Ph.D.; Age: 60; Date of Birth: January 26, 1950; Business Address: William E. Simon Graduate School of Business Administration, University of Rochester, Rochester, New York 14627; Residence Address: 71 Knollwood Drive, Rochester, New York 14618; Nationality: U.S. Citizen; Share Ownership: 0 common shares, 0 preferred shares; Professional Experience: Distinguished University Professor of Finance and Statistics, University of Rochester (1998-present), Research Associate, National Bureau of Economic Research, Asset Pricing Group (1988-present), Senior Research Associate, Rochester Center for Economic Research, Department of Economics, University of Rochester (1984-present); Education/Other: Ph.D., University of Chicago, (Economics, Finance, Econometrics) (1975), M.B.A., University of Chicago (1973), A.B. with Honors (Economics), Trinity College (Hartford, Connecticut) (1971); Directorships/Other: Journal of Financial Economics, Managing Editor (1995-present) (Advisory Editor, 1986-89; Edit or, 1979-86 and 1989-95; Associate Editor, 1977-78), Journal of Finance, Associate Editor (1983-2000), Journal of Monetary Economics, Associate Editor, 1984-95; Advisory Editor (1995-present), Journal of Accounting and Economics, Associate Editor (1978-87), Abstracts of Working Papers in Economics, Associate Editor (1987-present), Journal of Financial Abstracts, Associate Editor, 1994-98; Editor, Series C, Capital Markets, 1998-present; Co-editor, Series B, Banking and Financial Institutions (1998-present), Advisory Board, Chase Financial Quarterly, 1981-82; Midland Corporate Finance Journal, 1982-87; Journal of Applied Corporate Finance (1988-present), Advisory Committee of Economists to the Inter-University Consortium for Political and Social Research (1990-present), University of Rochester Budget Committee (1990-present), American Economics Association (1973-present), American Finance Association (1975-present (life member)), Econometric Society (1973-95), American Statistical Association (1973-95), Finan cial Management Association (1989-2006), and Society for Financial Studies (1989-present).*Douglas Skinner, Ph.D. ; Age: 49; Date of Birth: November 16, 1961; Business Address: John P. and Lillian A. Gould Professor of Accounting, The University of Chicago, Booth School of Business, 5087 South Woodlawn Avenue, Chicago, Illinois 60637; Residence Address: 222 North Columbus Drive, #3004, Chicago, Illinois 60601; Nationality: U.S. Citizen and Australian Citizen; Share Ownership: 0 common shares, 0 preferred shares; Professional Experience: University of Chicago, Booth School of Business, John P. and Lillian A. Gould Professor of Accounting (2006-present), University of Michigan Business School, KPMG Professor of Accounting (1998-2005); Education/Other:, Ph.D., Accounting (major area), Finance (minor area), University of Rochester, (1989), M.S., Applied Economics, University of Rochester (1988), B.Ec. (First Class Honours), Accounting/Finance, Macquarie University, (1985); Directorships/Other: Journal of Accounting Research, Co-Editor (2006-present), Journal of Accounting & Economics, Associate Edit or (1994-2000), Editor (2000-2005), and Asia-Pacific Journal of Accounting & Economics, Associate Editor (1999-present).*Gerard J. Wenzke; Age: 58; Date of Birth: June 14, 1952; Business Address: 17 Surrey Hill Lane, Pittsford, New York 14534; Residence Address: 34 Clarke's Crossing, Fairport, New York 14450; Nationality: U.S. Citizen; Share Ownership: 62,835 common shares, 0 preferred shares; Professional Experience: Founder and Consultant, Distinctive Strategies LLC (2009-present), Chief Executive Officer, First Niagara Risk Management (2005-2008); Education/Other: University of Pennsylvania, Wharton School, Chubb/Wharton Executive Leadership Development Program (2001-2004), American College, Bryn Mawr Pa., Chartered Life Underwriter (1982) and Chartered Financial Consultant (1984), State University of New York College at Brockport, B.S. (Business Administration (1978); Directorships/Other: Sigma Marketing Group, Board of Directors, member (2010-present), Klein Steel Service, Board of Advisors, member (2009-Present), First Niagara Risk Management, Board of Directors, member (2005-2008), Hatch-Leonard Naples, Board of Direc tors, member (1987-2005) and Assurex Global, Inc., Board of Directors, member (2001-2004).
**Director nominee for election by vote of the preferred shareholders of the Fund voting separately as a class.Our incumbent Trustees' actions have indicated to us that their interests are aligned with Putnam Investment Management and not the shareholders that they have a fiduciary duty to represent. As your fellow long-term shareholder, we therefore feel that now is time for a change and we submit the above, well-qualified nominees for your consideration.There can be no assurance that the election of our Nominees will improve the Fund's business or otherwise enhance shareholder value. If you are a common shareholder, your vote to elect the Nominees will have the legal effect of replacing twelve incumbent trustees of the Fund to be elected by the common and preferred shareholders voting together as a class and if you are an ARPS shareholder, your vote to elect all Nominees will have the legal effect of replacing fourteen incumbent trustees of the Fund (2 of which preferred shareholders are entitled to elect as preferred shareholders of the Fund voting separately as a class and 12 of which preferred shareholders are entitled to elect by voting together with the common shareholders) with our Nominees.As your fellow shareholder, Karpus therefore recommends that you vote FOR all of our nominees on the GREEN proxy card, so that shareholders' best interests can be represented on the Board.For additional information concerning our Nominees, see Appendix B - Information Concerning the Nominees.Please note: If you give us your proxy, we will take all steps necessary and lawful to obtain truly independent representation on the Board of the Fund. Due to the complexities of corporate law, under certain circumstances, if a quorum (50% of the outstanding shares of the Fund) is created, and if management has votes for its nominees of more than half of the shares present, such a situation could result in management's nominees being elected. As such, voting your shares at all, even if voted FOR Karpus nominees, could help create a quorum which could allow management's nominees to be elected. If Karpus believes that voting the proxies it receives would cause there to be a quorum and that the Karpus proposals would thereby not be approved, we may not attend the Meeting and may withhold all proxies in order to attempt to defeat management's Trustee nominees.If we are not able to obtain truly independent representation on the Board of the Fund, we may not attend the Meeting, we may not vote your shares, and your shares may not be counted toward a quorum. If you do not believe the foregoing condition is reasonably specified, or if you unconditionally want your shares to be represented at the Meeting, you should not give us your proxy. If Karpus does attend the Meeting, unless you indicate otherwise, your shares will be voted FOR all of the Karpus nominees and FOR Karpus' shareholder proposal to terminate the investment management agreement between the Fund and Putnam Investment Management, LLC and FOR Karpus' shareholder proposal to request that the Board of Trustees of PMO consider taking all steps necessary to cause PMO to redeem all outstanding Auction Rate Preferred Shares at par and to utilize Municipal Term Preferred Securities (MTPS), Variable Rate Demand Preferred Securities (VRDPS) and/or Tender Option Bonds (TOBS) as alternate sources of leverage.Please refer to management's proxy statement for information regarding the names, qualifications and background of the Fund's nominees.
Voting RequirementThe holders of the preferred shares, voting separately as a class are entitled to elect 2 nominees as Trustees. Both the Board and Karpus have proposed 2 nominees for these Trustee positions. Messrs. Goldstein and Cohen are Karpus' proposed nominees to fill these two preferred share Trustee positions.If a quorum is present at the meeting, the two nominees for election by the holders of the preferred shares voting separately as a class, who receive the greatest number of votes cast by the holders of the preferred shares will be elected as Trustees.In addition, the Board has proposed 12 additional nominees as Trustees for 12 other Trustee positions, to be elected by both the common and preferred shareholders voting together as a class, and Karpus has proposed 12 additional nominees, Messrs. Baer, Chapman, Insley, Lessard, McDonald, Oden, Orvieto, Pike, Regan, Schwert, Skinner and Wenzke, for those Trustee positions.If a quorum is present at the Meeting, 12 nominees for the election as Trustees, out of 24 total, will be elected by the holders of the preferred shares and common shares voting together as a single class. The winners will be the 12 nominees who receive the greatest number of votes cast by the holders of the preferred shares and common shares voting together as a single class.Additionally, if a quorum is present at the Meeting, 2 nominees for the election as Trustees, out of 4 total, will be elected solely by the holders of the preferred shares.Each preferred shareholder and each common shareholder will be entitled to one vote for each share held.
- 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 of Karpus' nominees;
2. FOR Karpus' proposal to terminate the investment management agreement;
3. FOR Karpus' shareholder proposal to request that the Board of Trustees of PMO consider taking all steps necessary to cause PMO to redeem all outstanding Auction Rate Preferred Shares at par and to utilize Municipal Term Preferred Securities (MTPS), Variable Rate Demand Preferred Securities (VRDPS) and/or Tender Option Bonds (TOBS) as alternate sources of leverage.And to transact such other business as may properly come before the Meeting, including any adjournments or postponements thereof and any meeting which may be called in lieu thereof.
KARPUS MANAGEMENT, INC., D/B/A KARPUS INVESTMENT MANAGEMENT
RELATING TO THE 2011 ANNUAL MEETING OF SHAREHOLDERS OF
PUTNAM MUNICIPAL OPPORTUNITIES TRUST1Appendix A - Additional Information Concerning the Annual MeetingAppendix B - Additional Information About the NomineesAppendix C - Additional Information Concerning the ParticipantsAppendix D - Purchases and Sales in the Shares of the Fund During the Past Two YearsAppendix E - Security Ownership of Certain Beneficial Owners
1 Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Proxy Statement.
**Director nominee for election solely by vote of the preferred shareholders of the Fund.
***Dollar Range of Ownership based on a price of $[ ] per share based on the closing price of the common shares on [ ], 2011.Further, except as set forth herein or in any appendix hereto, to the best of Karpus' knowledge:None of the Nominees, their affiliates or any other related persons, has, during the past 5 years, held any position, including as an officer, employee, director or general partner, with (i) the Fund, (ii) any investment company, or any person that would be an investment company but for the exclusions provided by Sections 3(c)(1) and (c)(7) of the 1940 Act, having the same investment adviser, principal underwriter or Sponsoring Insurance Company (as such item is defined in the 1940 Act) or under the control of such investment adviser, principal underwriter or Sponsoring Insurance Company, as the Fund, (iii) the Fund's investment adviser, principal underwriter or Sponsoring Insurance Company and (iv) any person, directly or indirectly controlling, controlled by, or under common control of the Fund's investment adviser, principal underwriter, or Sponsoring Insurance Company.Since the beginning of the Fund's last two completed fiscal years, no officer of an investment adviser, principal underwriter, or Sponsoring Insurance Company, of the Fund, or of a person directly or indirectly controlling, controlled by, or under common control thereby, serves, or has served, on the board of directors of a company of which a Nominee or any of his Immediate Family Members (as such term is defined in Schedule 14A of the Securities Exchange Act of 1934, as amended) is or was an officer.Since the beginning of the Fund's last two completed fiscal years, no Nominee or any of his Immediate Family Members was a party to any transaction, or series of similar transactions or is a party to any currently proposed transaction, or series of similar transactions, in which the amount involved exceeded or is to exceed $120,000 or has or has had any direct or indirect relationship, in which the amount involved exceeded or is to exceed $120,000, to which (i) the Fund, (ii) any of its officers, (iii) any investment company, or officer thereof, or any person, or officer thereof, that would be an investment company but for the exclusions provided by Sections 3(c)(1) and (c)(7) of the 1940 Act, having the same investment adviser, principal underwriter or Sponsoring Insurance Company or under the control of such investment adviser, principal underwriter or Sponsoring Insurance Company, as the Fund, (iv) the Fund's investment adviser, principal underwriter or Sponsoring Insurance Company, or officer thereof, or (v) any person, or officer thereof, directly or indirectly controlling, controlled by, or under common control of the Fund's investment adviser, principal underwriter, or Sponsoring Insurance Company, was or is to be a party.No Nominee or any of his Immediate Family Members has or has had any direct or indirect interest, the value of which exceeded or is to exceed $120,000, during the past five years, in (i) the Fund's investment adviser, principal underwriter or Sponsoring Insurance Company; or (ii) any person (other than a registered investment company) directly or indirectly controlling, controlled by, or under common control with the Fund's investment adviser, principal underwriter, or Sponsoring Insurance Company.No Nominee or any of his Immediate Family Members owns beneficially or of record any class of securities in (i) the Fund's investment adviser, principal underwriter or Sponsoring Insurance Company; or (ii) any person (other than a registered investment company) directly or indirectly controlling, controlled by, or under common control with the Fund's investment adviser, principal underwriter, or Sponsoring Insurance Company.None of the Nominees or any of their Immediate Family Members has, or has had since the beginning of the Company's last two completed fiscal years, or has currently proposed, any direct or indirect relationship, in which the amount involved exceeds $120,000, with any of the persons specified in paragraphs (b)(8)(i) through (b)(8)(viii) of Item 22 of Schedule 14A.The Nominees are citizens of the United States of America and Mr. Skinner is also a citizen of Australia.Other than as stated in the proxy statement, including the appendices attached thereto, the Nominees will not receive any compensation from Karpus for their services as trustees of the Fund, nor are there any arrangements or understandings between Karpus and any of the Nominees or any other person or persons pursuant to which the nomination described herein is to be made, other than the consent by each of the Nominees to be named in the proxy statement and to serve as a director of the Fund if elected as such at the Annual Meeting. Additionally, other than as stated in the proxy statement, none of the Nominees is a party adverse to the Fund or any of its subsidiaries or has a material interest adverse to the Fund or any of its subsidiaries in any material pending legal proceedings.Mr. Goldstein, a nominee to be elected by the vote of the ARPS shareholders voting separately as a class, has indicated the following pertaining to outstanding litigation to which he is a party: On January 31, 2007 the Acting Director of the Securities Division of the Massachusetts Secretary of State filed a complaint against Mr. Goldstein and certain related parties (the Bulldog Parties) alleging that they violated Massachusetts law by making truthful information about certain unregistered investments available on a website and by sending an e-mail containing truthful material about such investments to an individual who requested it. On March 23, 2007 the Bulldog Parties filed a lawsuit in the Massachusetts Superior Court against the Secretary alleging that the enforcement action violated 42 U.S.C. § 1983 because, among other things, it violated their First Amendment rights. On October 17, 2007 the Secretary issued an "obey the law" cease and desist order (the Order) and fined the Bulldog Parties $25 ,000. On November 15, 2007 the Bulldog Parties filed an appeal of the Order in the Massachusetts Superior Court. On February 12, 2009 the Massachusetts Superior Court upheld the Order. The Bulldog Parties further appealed the Order to the Massachusetts Appeals Court. On October 21, 2009 the Massachusetts Supreme Judicial Court (the SJC), the state's highest court, unilaterally transferred the case to itself. On July 2, 2010 the SJC upheld the Order except for the Bulldog Parties' First Amendment claim which it ruled must be decided in the appeal of the aforementioned § 1983 lawsuit which Massachusetts Superior Court decided in the Secretary's favor on September 26, 2009. The Bulldog Parties filed an appeal of the September 26, 2009 decision in the § 1983 lawsuit in the Massachusetts Appeals Court. On July 23, 2010, the SJC unilaterally transferred the appeal of the § 1983 lawsuit to itself and the SJC will decide the appeal. Oral argument was scheduled for January 6, 2011.Karpus does not expect that the Nominees will be unable to stand for election, but, in the event that such persons are unable to serve or for good cause will not serve, the Shares represented by the enclosed GREEN proxy card will be voted for substitute nominees. In addition, Karpus reserves the right to nominate substitute persons if the Fund makes or announces any changes to its Bylaws or takes or announces any other action that has, or if consummated would have, the effect of disqualifying the Nominees. In any such case, Shares represented by the GREEN proxy card will be voted for such substitute nominees. Karpus reserves the right to nominate additional persons if the Fund increases the size of the Board above its existing size, increases the number of trustees whose terms expire at the Annual Meeting or calls a meeting to fill any vacancies on the Board. Additional nominations made pursuant to the preceding sentence are without prejudice to the position of Karpus that any attempt to in crease the size of the current Board or to reconstitute or reconfigure the classes on which the current trustees serve constitutes an unlawful manipulation of the Fund's corporate machinery.
505 Eighth Avenue, Suite 800
New York, New York 10018
1-800-737-3426- -or-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
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
If voting your proxies would, in Karpus' opinion, cause there to be a quorum and to cause management's trustee 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.KARPUS RECOMMENDS THAT YOU VOTE FOR ALL ITEMS BELOWKARPUS MANAGEMENT, INC., D/B/A KARPUS INVESTMENT MANAGEMENT ("KARPUS") RECOMMENDS THAT YOU VOTE FOR ALL ITEMS BELOW1. Election of Trustees to be voted on by the common and preferred shareholders voting as a single class.
- Trustees to Serve Until the 2012 Annual Meeting of Shareholders
[ ] FOR ALL Karpus Nominees [ ] FOR Walter S. Baer [ ] FOR Donald Chapman [ ] FOR Glen T. Insley, CFA [ ] FOR Jeffrey P. Lessard, Ph.D., CFA [ ] FOR Thomas M. McDonald [ ] FOR Robert F. Oden [ ] FOR Brad Orvieto [ ] FOR Dwight A. Pike, CFA [ ] FOR Arthur Charles Regan [ ] FOR G. William Schwert, Ph.D [ ] FOR Douglas Skinner, Ph.D. [ ] FOR Gerard J. Wenzke [ ] WITHHOLD AUTHORITY [ ] FOR ALL EXCEPT
- To withhold authority to vote for certain nominees only, mark "For All Except" and write each such excepted nominee's name on the line below:
_____________________________________________________________________________________________________________
FOR AGAINST ABSTAIN [ ] [ ] [ ]3. FOR Karpus' proposal recommending the Board of Trustees of PMO consider taking all steps necessary to cause PMO to redeem all outstanding auction rate preferred shares at par and to utilize Municipal Term Preferred Securities (MTPS), Variable Rate Demand Preferred Securities (VRDPS) and/or Tender Option Bonds (TOBs) as alternate sources of leverage.
FOR AGAINST ABSTAIN [ ] [ ] [ ]To vote and otherwise represent the undersigned on any other matter that may properly come before the Annual Meeting or any postponements or adjournments thereof.
FOR AGAINST ABSTAIN [ ] [ ] [ ]**By checking the box below, I authorize Karpus to utilize its discretion to vote, or under specified conditions in Karpus' proxy statement, note vote my shares.
[ ] 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.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
If voting your proxies would, in Karpus' opinion, cause there to be a quorum and to cause management's trustee 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.KARPUS RECOMMENDS THAT YOU VOTE FOR ALL ITEMS BELOW1. Election of Trustees to be voted on by the common and preferred shareholders voting as a single class.
- Trustees to Serve Until the 2012 Annual Meeting of Shareholders
[ ] FOR ALL Karpus Nominees [ ] FOR Walter S. Baer [ ] FOR Donald Chapman [ ] FOR Glen T. Insley, CFA [ ] FOR Jeffrey P. Lessard, Ph.D., CFA [ ] FOR Thomas M. McDonald [ ] FOR Robert F. Oden [ ] FOR Brad Orvieto [ ] FOR Dwight A. Pike, CFA [ ] FOR Arthur Charles Regan [ ] FOR G. William Schwert, Ph.D [ ] FOR Douglas Skinner, Ph.D. [ ] FOR Gerard J. Wenzke [ ] WITHHOLD AUTHORITY [ ] FOR ALL EXCEPT
- To withhold authority to vote for certain nominees only, mark "For All Except" and write each such excepted nominee's name on the line below:
_____________________________________________________________________________________________________________
- Trustees to Serve Until the 2012 Annual Meeting of Shareholders
[ ] FOR ALL Karpus Nominees [ ] FOR Richard W. Cohen [ ] FOR Phillip Goldstein [ ] WITHHOLD AUTHORITY [ ] FOR ALL EXCEPT
- To withhold authority to vote for certain nominees only, mark "For All Except" and write each such excepted nominee's name on the line below:
_____________________________________________________________________________________________________________
FOR AGAINST ABSTAIN [ ] [ ] [ ]3. FOR Karpus' proposal recommending the Board of Trustees of PMO consider taking all steps necessary to cause PMO to redeem all outstanding auction rate preferred shares at par and to utilize Municipal Term Preferred Securities (MTPS), Variable Rate Demand Preferred Securities (VRDPS) and/or Tender Option Bonds (TOBs) as alternate sources of leverage.
FOR AGAINST ABSTAIN [ ] [ ] [ ]To vote and otherwise represent the undersigned on any other matter that may properly come before the Annual Meeting or any postponements or adjournments thereof.
FOR AGAINST ABSTAIN [ ] [ ] [ ]**By checking the box below, I authorize Karpus to utilize its discretion to vote, or under specified conditions in Karpus' proxy statement, note vote my shares.
[ ] 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.