SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )

Filed by the Registrant [ ]
Filed by a Party other than the Registrant [x]

Check the appropriate box:
Preliminary Proxy Statement [x]
Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-
12

TM Entertainment & Media
(Name of Registrant as Specified in Its Charter)

Opportunity Partners L.P.
Name of Person(s) Filing Proxy Statement, if other than the
Registrant)

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Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.

(1) Title of each class of securities to which transaction
applies:

(2) Aggregate number of securities to which transaction
applies:

(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
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(4) Proposed maximum aggregate value of transaction:

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CONSENT STATEMENT OF OPPORTUNITY PARTNERS L.P. TO SEEK THE PROMPT DISSOLUTION
OF TM ENTERTAINMENT AND MEDIA, INC.

Opportunity Partners L.P., the soliciting shareholder, is a private investment
partnership in the Bulldog Investors group of funds and a shareholder of
TM Entertainment and Media, Inc. (TMI).  We are seeking the consent of
shareholders of TMI of record as of December --, 2008 to (1) adopt a bylaw to
take effect immediately to increase the size of the board from four,
its current size, to nine directors, and (2) to nominate a slate of directors,
each of whom is committed to promptly dissolve TMI, to fill the five open seats
thereby created.

REASON FOR THE CONSENT SOLICITATION
As a result of poor market conditions, we believe there is virtually no chance
that TMI can complete a transaction by October 17, 2009. As of December 12,
2008,the shares were trading at $7.23 and the trust account had cash of about
$7.91 per share. Also, by December 19, 2008, after we publicly disclosed our
intention to seek the dissolution of TMI,the price of TMIs warrants had fallen
to one cent.
Since TMIs stock price is significantly below the value of the trust account,
we believe it is in the best interests of TMIs shareholders to dissolve TMI
and thereby allow shareholders to realize the full value of their investment
as quickly as possible.

CONSENT PROCEDURE

Section 228 of the Delaware General Corporation Law (DGCL) provides that any
action that may be taken at a meeting of TMIs shareholders may be taken
without a meeting, without prior notice and without a vote if written
consents of the action are signed by the holders of more than 50% of TMIs
12,505,000 outstanding shares and are properly delivered to TMI.

For such an action to be effective, properly unrevoked written consents from
shareholders owning more than 50% of TMIs outstanding shares must be delivered
to TMI within 60 days of the earliest dated written consent delivered to TMI.
If you complete and return a GREEN consent card to us, your shares will
aggregated with those of all other shareholders that return GREEN consent
cards. If and when we have received what we believe are unrevoked consent
cards from the holders of more than 50% of TMIs outstanding shares,
we will deliver them to TMI.You may revoke your consent at any time prior
to that date by delivering a written revocation to us or to TMI.

If the aforementioned actions become effective as a result of this consent
solicitation, Section 228(e) of the DGCL requires TMI to notify stockholders
who have not executed written consents as promptly as possible by press
release or otherwise.

INCUMBENT AND PROPOSED NOMINEES

The incumbent directors are Theodore S. Green, Malcolm Bird, Jonathan F.
Miller and John W. Hyde, each of whom opposes a prompt dissolution of TMI.
We seek your elect the following five persons as directors and who are
committed to promptly dissolving TMI so that they will constitute a majority
of the board:

Gerald Hellerman ( born 1937 ); 5431 NW 21st Avenue, Boca Raton, FL 33496
Mr. Hellerman is a director of MVC Acquisition Corp. and is a director and
Chairman of the Audit Committee of MVC Capital, Inc. Mr. Hellerman owns and
has served as Managing Director of Hellerman Associates, a financial and
corporate consulting firm, since the firms inception in 1993.
He currently serves as a director,chief financial officer and chief compliance
officer for The Mexico Equity and Income Fund, Inc. (NYSE: MXE), and is a
manager and Chairman of the Audit Committee of the Old Mutual Absolute Return
and Emerging Managers fund complex, which consists of six funds, a director of
Brantley Capital Corporation and was a director and Chairman of the Audit
Committee of AirNet Systems, Inc. until June 2008.

Andrew Dakos (born 1966); Park 80 West, Plaza Two, Suite 750, Saddle Brook,
NJ 07663 Mr. Dakos is a self-employed investment advisor and a principal of
the general partner of six private investment partnerships in the Bulldog
Investors group of funds.  He has been a director of the Mexico Equity and
Income Fund since 2001 and Brantley Capital Corporation since 2007.

Phillip Goldstein (born 1945); Park 80 West, Plaza Two, Suite 750,Saddle Brook
NJ 07663 Mr. Goldstein is an investment advisor and a principal of the general
partner of six investment partnerships in the Bulldog Investors group of funds
He has been a director of the Mexico Equity and Income Fund since 2000,
Brantley Capital Corporation since 2001 and ASA Ltd since 2008.

Rajeev Das(born 1968); Park 80 West, Plaza Two, Suite 750, Saddle Brook,
NJ 07663 Mr. Das Principal of the Bulldog Investors group of funds and
Managing Member of the general partner of Opportunity Income Plus L.P.;
Director of Mexico Equity and Income Fund, Inc.
(since 2001).  In 2006 he served as director of Brantley Capital Corporation.

Steve Samuels(born 1956); Park 80 West, Plaza Two, Suite 750, Saddle Brook,
NJ 07663 Mr. Samuels is a principal of the general partner of five investment
partnerships in the Bulldog Investors group of funds:Opportunity Partners L.P.,
Opportunity Income Plus Fund L.P.,Full Value Partners L.P., Full Value Special
Situations Fund L.P., and Full Value Offshore L.P.

THE SOLICITATION

Persons affiliated with or employed by us or our affiliates may assist us in
the solicitation of consents.  Banks, brokerage houses and other custodians,
nominees and fiduciaries will be requested to forward our solicitation material
to the beneficial owners of TMI shares for whom they hold such shares.
We will reimburse these organizations for their reasonable out-of-pocket
expenses.

Initially, we will bear all of the expenses related to this consent
solicitation. Because we believe that all shareholders of TMI will
benefit from this consent solicitation, we intend to seek reimbursement
of our expenses from TMI.
Shareholders will not be asked to vote on the reimbursement of our
expenses which we estimate will be $20,000.

UNRELATED LITIGATION
On January 31, 2007, the Acting Director of the Securities Division of the
Massachusetts Secretary of State (the Secretary) filed a complaint against
Opportunity Partners L.P. and certain related parties (the Bulldog Parties)
alleging that they violated Massachusetts law by making information
about certain unregistered securities available on the Bulldog Investors
website and by providing information about such investments to an
individual who requested it without first determining that the individual
was eligible to invest in such securities. On October 17, 2007, the Secretary
issued a cease and desist order and imposed a fine of $25,000 on the Bulldog
Parties. On November 15, 2007, the Bulldog Parties filed a timely appeal of
the Secretarys order in Massachusetts Superior Court and subsequently filed
a motion for summary judgment setting aside and vacating the Secretarys order.
That appeal is pending.

On March 23, 2007, the Bulldog Parties filed a lawsuit in Massachusetts
Superior Court to enjoin the aforementioned enforcement action on several
grounds including that it violates the Bulldog Parties right of free speech
under the First Amendment to the U.S. Constitution.  On March 25, 2008, the
Bulldog Parties filed an amended complaint in Massachusetts Superior Court to
include a claim that the Secretary does not have personal jurisdiction over
them. A final judgment in that case has not been reached.

As of December --, 2008, Opportunity Partners and affiliated entities
beneficially owned -------------- common shares of TMI, all of which were
purchased since October 17, 2007.  The number of shares sold by Opportunity
Partners or its affiliated persons since October 17, 2007 is ---------------.

December --, 2008