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<SEC-DOCUMENT>0001048703-11-000085.txt : 20110218
<SEC-HEADER>0001048703-11-000085.hdr.sgml : 20110218
<ACCEPTANCE-DATETIME>20110218153935
ACCESSION NUMBER:		0001048703-11-000085
CONFORMED SUBMISSION TYPE:	DFAN14A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20110218
DATE AS OF CHANGE:		20110218
EFFECTIVENESS DATE:		20110218

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PUTNAM MUNICIPAL OPPORTUNITIES TRUST
		CENTRAL INDEX KEY:			0000900422
		IRS NUMBER:				043187549
		STATE OF INCORPORATION:			MA
		FISCAL YEAR END:			1031

	FILING VALUES:
		FORM TYPE:		DFAN14A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	811-07626
		FILM NUMBER:		11624413

	BUSINESS ADDRESS:	
		STREET 1:		ONE POST OFFICE SQUARE
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02109
		BUSINESS PHONE:		6172921000

	MAIL ADDRESS:	
		STREET 1:		ONE POST OFFICE SQUARE
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02109

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Karpus Management, Inc.
		CENTRAL INDEX KEY:			0001048703
		IRS NUMBER:				161290550
		STATE OF INCORPORATION:			NY
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		DFAN14A

	BUSINESS ADDRESS:	
		STREET 1:		183 SULLY'S TRAIL
		CITY:			PITTSFORD
		STATE:			NY
		ZIP:			14534
		BUSINESS PHONE:		5855864680

	MAIL ADDRESS:	
		STREET 1:		183 SULLY'S TRAIL
		CITY:			PITTSFORD
		STATE:			NY
		ZIP:			14534

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	KARPUS MANAGEMENT INC
		DATE OF NAME CHANGE:	19971029
</SEC-HEADER>
<DOCUMENT>
<TYPE>DFAN14A
<SEQUENCE>1
<FILENAME>pmodfan14a021811.htm
<TEXT>
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<font size=4><b>UNITED STATES<br>
SECURITIES AND EXCHANGE COMMISSION</font><br>
<font size=3>Washington, D.C. 20549</p></font>

<font size=4>SCHEDULE 14A</p></font></b>

<font size=2>Proxy Statement Pursuant to Section 14(a) of the Securities<br>
Exchange Act of 1934 (Amendment No. _____)</font></p></center>

<pre><FONT FACE="Times New Roman" SIZE="2"><hr>
Filed by the Registrant [     ] <br>
Filed by a Party other than the Registrant [  X  ]<br>
<hr>
Check the appropriate box:</p>
[      ]         Preliminary Proxy Statement<br>
[      ]          <b>Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))</b><br>
[      ]         Definitive Proxy Statement<br>
[  X  ]          Defininitive Additional Materials<br>
[      ]          Soliciting Material Pursuant to &#167 240.14a-12<br>
</pre></font><hr>

<FONT FACE="Times New Roman" SIZE="2">
<center></p>Putnam Municipal Opportunities Trust ("PMO")<br>
<hr>
<b>(Name of Registrant as Specified In Its Charter)</b></p>
</center>

<FONT FACE="Times New Roman" SIZE="2">
<center>
Karpus Management, Inc., d/b/a Karpus Investment Management<br>
<hr>
<b>(Name of Person(s) Filing Proxy statement, if other than the Registrant)</b></p>
</center>

<pre><FONT FACE="Times New Roman" SIZE="2">
Payment of Filing Fee (Check the appropriate box):<br>
[  X ]          No fee required.<br>
[      ]          Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.<br></pre></font>
<hr>

<ul>1) Title of Each class of securities to which transaction applies:</p>
<br></ul><hr>
<ul>2) Aggregate number of securities to which transaction applies:</p>
<br></ul><hr>
<ul>3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):</p>
<br></ul><hr>
<ul>4) Proposed maximum aggregate value of transaction:</p>
<br></ul><hr>
<ul>5) Total fee paid:</p>
<br></ul><hr><p style=' page-break-before:always'>


<p style=' page-break-before:always'>


<center><b>KARPUS INVESTMENT MANAGEMENT</b></center>
<center><b>183 SULLY'S TRAIL</b></center>
<center><b>PITTSFORD, NEW YORK 14534</b></center>
<center><b>(866) 527-7871</b></center></p>


February 18, 2011</p>
<i>Shareholders and Investment Professionals:</i></p>
We are the largest shareholder of PMO common shares representing over 16.1% of the outstanding common shares. We are also a large shareholder of PMO preferred shares representing 4% of the outstanding preferred shares.  You have likely received a notice from PMO fund management on their reasons to discard our green proxy card.  However, as long term investors in PMO, here are some facts you should know and why our interests are directly aligned with yours.</p>
	<UL>&#149;	Fund management has mischaracterized Karpus as an &#147;arbitrageur&#148; and our investments in closed-end funds as a &#147;scheme&#148; with the goal of pressuring fund management to provide a liquidity event.  This is simply not true.  In fact, Karpus has championed the closed-end format and we have been shareholders of PMO since 2005.</p>

	&#149;	The Trustees state that in recent years, &#147;Karpus has actively promoted the open-ending of your fund.&#148;  The truth is that it was <b><u>their</b></u> proposal to merge the fund with an open-end fund that was initiated and formally approved by <b><u>their</b></u> current Board of Trustees.  We are merely seeking what the current Board of Trustees promised, but failed to deliver.</p>

	&#149;	Preferred shareholders are entitled to elect two nominees.  Management&#146;s preferred Trustees, Messrs. Hill and Patterson, have not been elected by the preferred shareholders since May 2008.  Since this time, auctions have failed and preferred shareholders continue to be stuck holding a security with no liquidity at par.  Other closed-end fund companies have been far more active in seeking alternative forms of leverage and providing liquidity at par to preferred shareholders.  Our fund&#146;s Trustees have not.</p>

	&#149;	Management&#146;s Trustees do not own any PMO preferred shares, but do own common shares of PMO, and also sizeable holdings in the Putnam Funds they oversee.  This appears to be an obvious conflict of interest between diverging share class interests.</p></UL>

We are seeking representation on the Board of Trustees and the termination of the investment management agreement between PMO and Putnam Investment Management.  We feel that new management could improve discount management, reduce expenses, and enhance performance, while providing liquidity to preferred shareholders.  As a shareholder with significant holdings in both common and preferred shares, our interests are directly aligned with all shareholders.  It is time for a change.  Please do not hesitate to contact us with any questions.</p>

Sincerely,</p>

/s/</p>

Daniel L. Lippincott<br>
Senior Tax-Sensitive Manager/Municipal Analyst

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