<SEC-DOCUMENT>0001048703-11-000102.txt : 20110317
<SEC-HEADER>0001048703-11-000102.hdr.sgml : 20110317
<ACCEPTANCE-DATETIME>20110317101920
ACCESSION NUMBER:		0001048703-11-000102
CONFORMED SUBMISSION TYPE:	DEFC14A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20110317
DATE AS OF CHANGE:		20110317
EFFECTIVENESS DATE:		20110317

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:		DEFC14A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	811-07626
		FILM NUMBER:		11693932

	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:		DEFC14A

	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>DEFC14A
<SEQUENCE>1
<FILENAME>pmodefc14a.htm
<TEXT>
<HTML>

<HEAD></HEAD>

<center>

<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>
[  X  ]         Definitive Proxy Statement<br>
[      ]          Defininitive Additional Materials<br>
[      ]          Soliciting Material Pursuant to &#167 240.14a-12<br>
</pre></font><hr>


<FONT size=2 face="Times New Roman">
<CENTER>
<P></P>Putnam Municipal Opportunties Trust ("PMO")<BR>
<HR>
<B>(Name of Registrant as Specified In Its Charter)</B>
<P></P></CENTER><FONT size=2 face="Times New Roman">
<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></P></CENTER><PRE><FONT size=2 face="Times New Roman">
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></P><BR></UL>
<HR>

<UL>2) Aggregate number of securities to which transaction applies:
  <P></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></P><BR></UL>
<HR>

<UL>4) Proposed maximum aggregate value of transaction:
  <P></P><BR></UL>
<HR>

<UL>5) Total fee paid:
  <P></P><BR></UL>
<HR>

<P style="PAGE-BREAK-BEFORE: always">
<CENTER><FONT size=4><B>ANNUAL MEETING OF SHAREHOLDERS<BR>OF<BR>PUTNAM MUNICIPAL
OPPORTUNITIES
TRUST<BR>------------------------------------------------------<BR>PROXY
STATEMENT<BR>OF<BR>KARPUS MANAGEMENT, INC.<BR>D/B/A KARPUS INVESTMENT
MANAGEMENT<BR>------------------------------------------------------</B>
<P></P><BR></FONT></CENTER><B><I>Fellow shareholders:</B></I>
<P></P>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 10:00 a.m. E.S.T. on Wednesday,
May 25, 2011 at the principal offices of the Fund on the 8th floor of One Post Office Square, Boston, Massachusetts 02109, 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 March 21, 2011.
<P></P>Only the Fund's shareholders of record on February 28, 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:<BR><PRE><FONT size=2 face="Times New Roman">
	<B>Item 1:</B> To elect the following as Trustees of the Fund:<P></P>
		a.  To be elected by the common and preferred shareholders voting together as a class: Donald Chapman,
		    Glen T. Insley, CFA, Jeffrey P. Lessard, Ph.D., CFA, Thomas M. McDonald, Brad Orvieto, Dwight A.
		    Pike, CFA, Arthur Charles Regan, G. William Schwert, Ph.D., Douglas Skinner, Ph.D., and Gerard J. Wenzke.<P></P>
		b.  To be elected by the preferred shareholders voting separately as a class: Richard W. Cohen and Phillip Goldstein.<P></P>
	<B>Item 2:</B>  To consider a shareholder proposal recommending that investment management agreement between the Fund and
	              Putnam Investment Management, LLC (the "Manager") shall be terminated;<P></P>
	<B>Item 3:</B>  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<P></P>
	To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.<P></P><UL></UL></PRE><B>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!</B>
<P></P>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. <B><U>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.</U></B> It is anticipated that
this Proxy Statement and the attached form of proxy will first be mailed to
shareholders on or about March 21, 2011.
<P></P>Please refer to <I>Appendix A - Information Concerning the Annual
Meeting</I> 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.
<P></P>If you have any questions or require assistance voting your shares,
please contact Regan &amp; Associates, Inc., at 505 Eighth Avenue, Suite 800,
New York, New York 10018 or 1-800-737-3426.
<HR>

<P style="PAGE-BREAK-BEFORE: always">
<CENTER></CENTER>
<P></P>
<CENTER><B>PLEASE BE ADVISED:</B></CENTER>We believe that:
<P></P>
<UL>*Reactive versus proactive management is not acceptable.
  <P></P>*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
  <B><I><U>September 14, 2004</B></I></U>.
  <P></P>*Our Board is not adequately fulfilling its duties as the agent of the
  Fund's shareholders.
  <P></P>*The Fund's manager, Putnam Investment Management, LLC has provided
  poor advice to the Fund's Board and should be terminated.
  <P></P>*All outstanding auction market preferred shares of the Fund should 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.
  <P></P></UL>
<CENTER><B>BACKGROUND</CENTER></B>
<P></P>Karpus represents beneficial ownership of 6,743,296 common shares, or
15.7% of the outstanding common shares, and 286 auction rate preferred shares or
4% of the total outstanding auction rate preferred shares ("ARPS"). Such
calculations are based on the aggregate amount of 7,154 outstanding auction rate
preferred shares (3,417 shares of Series B Preferred Shares and 3,737 Series C
Preferred Shares) and 42,871,374 common shares outstanding, as indicated on
PMO's proxy statement filed with the U.S. Securities and Exchange Commission.</p>
In the Fund's original press release
dated September 12, 2008, the Board approved in principle a plan to merge PMO
into an open-end fund. The press release highlighted the following 4 specific
benefits for shareholders if the proposed merger was approved: (1) the ability
to invest in an open-end fund with similar investment objectives; (2) the
elimination of the Fund's discount; (3) the ability to redeem shares at their
net asset value on a daily basis; and (4) the choice of timing any recognition of
taxable gains or losses by the redemption of shares. Further, the Funds also
acknowledged on October 30, 2008 that lowered overall expenses were expected as
a result of the additional assets in connection with the merger. <B><I>All of
these benefits are still applicable and desirable for shareholders
today.</B></I>
<P></P>Nine months later, in a press release dated June 26, 2009, the Board
reversed course and determined that the proposed merger would not be in the best
interest of common shareholders, and authorized Putnam to suspend further
efforts to implement the merger. As the largest shareholder of the Fund, we
fully disagree with the Board's decision. The merger proposal continues to
provide shareholders with the benefits originally stated. We feel that the
Trustees decision was driven by Putnam Investment Management rather than the
shareholders to whom the Trustees have a fiduciary duty to represent. By
suspending the merger, Putnam Investment Management benefits by continuing to
collect fees on the captive and levered assets of the closed-end Fund, while the
Trustees continue to be well compensated for their "oversight."
<P></P>One additional fact for preferred shareholders that must be considered is
that preferred shareholders have not had the opportunity to duly elect the two
trustees they are statutorily entitled to elect since May 8, 2008.
<P></P>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:
<P></P>
<UL>1. Each class of shareholders should have more adequate and independent
  representation;<BR>2. The Fund's investment manager should 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<BR>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.
  <P></P></UL>
<CENTER><B>SHOW YOUR FUND YOUR DISSATISFACTION WITH YOUR TRUSTEES AND FUND
MANAGEMENT WITH YOUR VOTE. VOTE FOR ALL OF KARPUS' TRUSTEE NOMINEES AND FOR
KARPUS' SHAREHOLDER PROPOSALS MORE FULLY DESCRIBED BELOW.</CENTER></B>
<UL></UL>
<HR>

<P style="PAGE-BREAK-BEFORE: always">
<CENTER></CENTER>
<P></P>
<CENTER><B>PROPOSAL NO. 1: ELECTION OF TRUSTEES</B></CENTER>
<P></P>We are soliciting a proxy to vote, or, under specified conditions, not to
vote your shares, FOR the election of the Karpus nominees indicated below. The
following information sets forth our trustee nominees (the "Nominees"), a brief
biography, and their relevant qualifications. As each nominees' experiences
below indicate, we feel that each nominee is uniquely qualified to provide
representation that shareholders should be receiving. Karpus does not believe
that any of the Nominees are "interested persons" of PMO as defined in the
Investment Company Act of 1940 and as such are independent trustee nominees. Each nominee below has consented to be nominated as a trustee and intends on serving if elected.
<P></P><B>THE NOMINEES</B>
<P></P>
<ul><P></P>*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.
  <P></P>**Richard W. Cohen; Age: 56; Date of Birth: June 23, 1954; Business
  Address: c/o Lowey Dannenberg Cohen &amp; 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 &amp; 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.
  <P></P>**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.
  <P></P>*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: 17,370 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).
  <P></P>*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.
  <P></P>*Thomas M. McDonald; Age: 60; Date of Birth: November 1, 1950; Business
  Address: c/o Craven Thompson &amp; 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 &amp; 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).
  <P></P>*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 &amp;
  Girls Club.
  <P></P>*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.
  <P></P>*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 &amp;
  CEO of Regan &amp; 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 &amp; Co., Inc. and a Vice President at Morrow
  &amp; Co, Inc., also proxy solicitation firms; Education/Other: BS in
  Management &amp; 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.
  <P></P>*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; Editor, 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), Financial Management Association
  (1989-2006), and Society for Financial Studies (1989-present).
  <P></P>*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 &amp; Economics, Associate Editor (1994-2000), Editor
  (2000-2005), and Asia-Pacific Journal of Accounting &amp; Economics, Associate
  Editor (1999-present).
  <P></P>*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 Directors, member (1987-2005) and Assurex
  Global, Inc., Board of Directors, member (2001-2004).</ul>
  <P></P></UL>*Director nominee for election by vote of the common and preferred
shareholders voting together<BR>**Director nominee for election by vote of the
preferred shareholders of the Fund voting separately as a class.
<P></P>The table below briefly discusses some of the experiences, qualifications and skills of each of our Board members that support the conclusion that they should serve on the Fund's Board:



<TABLE BORDER="1" CELLSPACING="0" CELLPADDING="1">

<TR>
<TD><B><U><FONT FACE="Times New Roman" SIZE=2>Nominee</B></U></TD>
<TD><B><U><FONT FACE="Times New Roman" SIZE=2>Experience, Qualifications and Skills</B></U></TD>
</TR>

<TR>
<TD WIDTH="200"><FONT FACE="Times New Roman" SIZE=2>Donald Chapman</TD>
<TD WIDTH="600"><FONT FACE="Times New Roman" SIZE=2>Mr. Chapman is a career accountant with vast experience in the accounting field.   He has served on several boards, including Stone Construction Co, Ultrafab, Inc., & New York State Society of Certified Public Accountants.  He was previously president of the Rochester Chapter of New York State Society of Certified public Accountants (1982-1983).</TD>
</TR>

<TR>
<TD WIDTH="200"><FONT FACE="Times New Roman" SIZE=2>Richard W. Cohen</TD>
<TD WIDTH="600"><FONT FACE="Times New Roman" SIZE=2>Mr. Cohen is currently President of Lowey Dannenberg Cohen & Hart, a law firm that devotes a substantial amount of its practice to representation of investors in public companies.  He is a graduate of Georgetown University and New York University School of Law (J.D. 1980).</TD>
</TR>

<TR>
<TD WIDTH="200"><FONT FACE="Times New Roman" SIZE=2>Phillip Goldstein</TD>
<TD WIDTH="600"><FONT FACE="Times New Roman" SIZE=2>Mr. Goldstein is an investment advisor and principal of six investment partnerships in the Bulldog Investors group of private funds and principal of Brooklyn Capital Management.  He is director of several closed-end funds, including: 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).</TD>
</TR>

<TR>
<TD WIDTH="200"><FONT FACE="Times New Roman" SIZE=2>Glen T. Insley, CFA</TD>
<TD WIDTH="600"><FONT FACE="Times New Roman" SIZE=2>Mr. Insley is retired after a successful career in finance and investments.  He was most recently Senior Vice-President/Managing Director of Investment Risk Management at Evergreen Securities (retired 2007).  He has served as Chairman of Valuation Committee at Evergreen Funds (2004-2007), as well as Chairman of the Board of Vestaur Securities Corp. (a then AMEX listed closed-end fund).  He has obtained Charter Financial Analyst Designation (CFA).</TD>
</TR>

<TR>
<TD WIDTH="200"><FONT FACE="Times New Roman" SIZE=2>Jeffrey P. Lessard, Ph.D, CFA</TD>
<TD WIDTH="600"><FONT FACE="Times New Roman" SIZE=2>Dr. Lessard is 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.  He has obtained the Chartered Financial Analyst Designation (CFA) and is a member of the Disciplinary Review Committee of the CFA Institute.</TD>
</TR>

<TR>
<TD WIDTH="200"><FONT FACE="Times New Roman" SIZE=2>Thomas M. McDonald</TD>
<TD WIDTH="600"><FONT FACE="Times New Roman" SIZE=2>Mr. McDonald is currently President of Craven Thompson & Associates, Inc. (since 1979).  He is currently on the Board of Legacy Bank of Florida, and has also served on numerous other Boards of Directors, including Elderly Interest Fund Inc., Broward County Planning Council, and Broward County Housing Finance Authority.</TD>
</TR>

<TR>
<TD WIDTH="200"><FONT FACE="Times New Roman" SIZE=2>Brad Orvieto</TD>
<TD WIDTH="600"><FONT FACE="Times New Roman" SIZE=2>Mr. Orvieto is founder of Horizon Financial Group, a Financial Planning and Investment Advisory firm.  He has extensive board and directorship experience including Board of Directors of Equus II, Inc. (EQS), and was 2010 Chairman of Broward County Housing Finance Authority.  He is a Certified Financial Planner.</TD>
</TR>

<TR>
<TD WIDTH="200"><FONT FACE="Times New Roman" SIZE=2>Dwight A. Pike, CFA</TD>
<TD WIDTH="600"><FONT FACE="Times New Roman" SIZE=2>Mr. Pike is presently owner of Pike&#146;s Financial Services, LLC (2000-present), a company specializing in providing accounting, tax, payroll, and investment services to individuals and small businesses.  He was Founding Partner of institutional brokerage business for Unquowa Partners (1995-2000), Vice-President of Investments for Knights of Columbus (1988-1995), and Vice-President of Portfolio Management at Cowen Asset Management (1986-1988).  He has obtained the Chartered Financial Designation (CFA).</TD>
</TR>

<TR>
<TD WIDTH="200"><FONT FACE="Times New Roman" SIZE=2>Arthur Charles Regan</TD>
<TD WIDTH="600"><FONT FACE="Times New Roman" SIZE=2>Mr. Regan has vast experience with shareholder relations.  He is presently President & CEO of Regan & Associates, Inc., a NY based proxy solicitation/shareholder services firm founded by him in 1991.  He was a former outside director and Corporate Secretary for US Wats, Inc. a PA based publicly held telecommunications firm until that firm was merged out of existence.</TD>
</TR>

<TR>
<TD WIDTH="200"><FONT FACE="Times New Roman" SIZE=2>G. William Schwert, Ph.D</TD>
<TD WIDTH="600"><FONT FACE="Times New Roman" SIZE=2>Dr. Schwert is presently Distinguished University Professor of Finance and Statistics at the University of Rochester (1998-present).  He has conducted extensive research across many areas of finance and economics, and has been widely published on these topics.  He received his Ph.D. from University of Chicago, (Economic, Finance, Econometrics) (1975), M.B.A, University of Chicago (1973), and A.B with Honors, Trinity College (1971).</TD>
</TR>

<TR>
<TD WIDTH="200"><FONT FACE="Times New Roman" SIZE=2>Douglas Skinner, Ph.D. </TD>
<TD WIDTH="600"><FONT FACE="Times New Roman" SIZE=2>Dr. Skinner is presently University of Chicago, Booth School of Business, John P. and Lillian A. Gould Professor of accounting. (2006-present).  He was previously University of Michigan Business School, KPMG Professor of Accounting (1998-2005).  He has been widely published and recognized for his research in accounting, finance, and economics.  He received his Ph.D. in accounting from University of Rochester (1989), and M.S., Applied Economics, University of Rochester (1988).</TD>
</TR>

<TR>
<TD WIDTH="200"><FONT FACE="Times New Roman" SIZE=2>Gerard J. Wenzke</TD>
<TD WIDTH="600"><FONT FACE="Times New Roman" SIZE=2>Mr. Wenzke is Founder and Consultant of Distinctive Strategies LLC (2009-present).  He was previously Chief Executive Officer, First Niagara Risk Management (2005-2008).  He has served on several boards/directorships including Sigma Marketing Group, Klein Steel service, First Niagara Risk Management, Hatch-Leonard Naples, and Assurex Global, Inc.</TD>
</TR>

</TABLE>







<P></P>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.
<P></P>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 twelve 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 10 of which preferred shareholders are entitled to
elect by voting together with the common shareholders) with our Nominees.
<P></P><B>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.</B>
<P></P>For additional information concerning our Nominees, see <I>Appendix B -
Information Concerning the Nominees.</I>
<P></P><B><U>Please note:</U> 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.
<P></P>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.</B>
<P></P><U>Please refer to management's proxy statement for information regarding
the names, qualifications and background of the Fund's nominees.</U>
<P></P>
<CENTER><B>YOU ARE URGED TO VOTE FOR THE ELECTION OF KARPUS' NOMINEES ON THE
ENCLOSED GREEN PROXY CARD.</B></CENTER><BR><B><I>Voting Requirement</B></I>
<P></P>The 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.
<P></P>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.
<P></P>In addition, the Board has proposed 10 additional nominees as Trustees
for 10 other Trustee positions, to be elected by both the common and preferred
shareholders voting together as a class, and Karpus has proposed 10 additional
nominees, Messrs. Chapman, Insley, Lessard, McDonald, Orvieto, Pike,
Regan, Schwert, Skinner and Wenzke, for those Trustee positions.
<P></P>If a quorum is present at the Meeting, 10 nominees for the election as
Trustees, out of 20 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 10 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.
<P></P>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.
<P></P>Each preferred shareholder and each common shareholder will be entitled
to one vote for each share held.
<P></P>
<P style="PAGE-BREAK-BEFORE: always">
<CENTER></CENTER>
<P></P>
<HR>

<CENTER><B>ITEM 2 - SHAREHOLDER PROPOSAL
<P></P>TO TERMINATE THE INVESTMENT MANANAGEMENT AGREEMENT</B></CENTER></p>

At the
Meeting, Karpus intends to submit the following proposal:
<P></P><B>RESOLVED:</B> The investment management agreement between the Fund and
Putnam Investment Management, LLC (the "Manager") shall be terminated.
<P></P>
<CENTER><B>SUPPORTING STATEMENT</CENTER></B>
<P></P>As both common and preferred shareholders of PMO, we are greatly
concerned with the quality of the management of our Fund. Specifically, we are
most concerned with the Fund's performance as well as the "advice" the Manager
has offered to the detriment of Fund shareholders and to the benefit of the
Manager and the Fund's Board of Trustees.
<P></P>With respect to performance, PMO has only been mediocre across multiple
time periods within its stated peer group, the Lipper General Muni Debt
Leveraged category. Specifically, PMO's performance falls in the 50th percentile
for one year performance, and below average for longer 3, 5, and 10-year periods
(Source: Putnam, as of 7/31/2010). Additionally, 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:
Lipper).
<P></P>Next, with respect to "advice" offered to the Board, we feel that the
Manager has failed miserably. According to multiple press releases for the Fund,
the Manager advised the Board of Trustees to delay a proposed merger of the Fund
into an open-end fund and then ultimately advised the Board to indefinitely
suspend the proposed mergers. Due to this "advice," all classes of PMO's
shareholders were denied the ability to realize the intrinsic value of their
shares. Further, in our opinion, shareholders were also misled into believing
they would be able to receive net asset value for their shares and added to
their positions based on the "advice" offered by our Fund's manager.
<P></P>In the current market environment, many closed-end fund municipal bond
shareholders have been able to receive net asset value for their common shares
and par value for their preferred shares. This has simply not been the case with
our Fund despite the fact that all four original reasons cited for merging PMO
into an open-end fund are still valid to this day. Our Manager's apparent advice
to our Board is to continue to lock in both common and preferred shareholders
and deny them the ability to receive the intrinsic value of their shares. This
is not acceptable.
<P></P>Our Fund has been plagued by poor management long enough. To address our
concerns, we believe that an immediate change is necessary and that Putnam
Investment Management, LLC must be terminated as our Fund's investment manager.
<P></P>
<CENTER><B>END OF PROPOSAL
<P></P></B></CENTER>To update you with additional data since we submitted the
above-proposal in September 2010, the discount of our Fund remains wider than
both its Lipper peers and its 10-year average (Source: Bloomberg). Our Fund has
remained at a discount every day since the proposed merger with an open-end
fund, thus preventing shareholders any opportunities to realize the full value
of their shares. Further, shares of the Fund have not traded at net asset value
since <B><I><U>September 14, 2004</B></I></U>.
<P></P>As such, we feel that it is imperative that all shareholders vote FOR
Karpus' proposal to terminate the investment management agreement between the
Fund and Putnam Investment Management, LLC and strongly urge you to vote for our
proposal on the GREEN proxy card. Should the shareholders approve Proposal 2, the Board of Trustees would maintain the fiduciary duty to secure the most suitable investment manager available in consideration of the Fund's objective/mandate. There can be no assurance that any future manager will improve the Fund's business or otherwise enhance shareholder value.
<P></P><B><U>Please note</U>: 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.
<P></P>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.</B>
<P></P><B><I>Voting Requirement</B></I>
<P></P>Approval of the termination of the investment management agreement
requires the affirmative vote of a "majority of the outstanding voting
securities" of the Fund. Under the Investment Company Act of 1940, as amended
("1940 Act"), the vote of a "majority of the outstanding voting securities"
means the affirmative vote of the lesser of (a) 67% or more of the shares
present at the meeting or represented by proxy if the holders of 50% of the
outstanding shares are present or represented by proxy or (b) more than 50% of
the outstanding voting shares. The Fund's common shareholders and preferred
shareholders will vote together as a single class on this proposal. Each
preferred shareholder and each common shareholder will be entitled to one vote
for each share held.
<P></P>
<HR>

<P style="PAGE-BREAK-BEFORE: always">
<CENTER></CENTER>
<P></P>
<CENTER><B>ITEM 3 - SHAREHOLDER PROPOSAL
<P></P>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
<P></P></B></CENTER>At the Meeting, Karpus intends to submit the following
proposal:
<P></P><B>BE IT RESOLVED,</B> that the Board of Trustees of Putnam Municipal
Opportunities Trust ("PMO" or the "Fund") 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.
<P></P>
<CENTER><B>SUPPORTING STATEMENT</CENTER></B>
<P></P>When PMO holds its 2011 Annual Shareholder meeting, it will have been
more than three years since the last auction process for PMO's auction rate
preferred shares ("ARPS") took place. ARPS holders' investments are frozen, with
no liquidity. The Fund has held ARPS shareholders' capital hostage long enough
and we feel that it is time for the Fund to act in a proactive fashion by
redeeming all remaining outstanding ARPS at par. Some alternative forms of leverage provided by other funds to replace AMPS are Municipal Term Preferred Securities (MTPS), Variable Rate Demand Preferred Securities (VRDPS) and/or Tender Option Bonds (TOBs).
<P></P>In a presentation last year, the Fund stated that "the Independent
Trustees have acted in shareholders' best interests since the auction
rate-securities market collapsed." We disagree. If the Fund had truly wanted to
act in the interests of both common and preferred shareholders, it would have
either: (1) merged the Fund into the an open-end fund as previously announced;
or (2) replaced all outstanding auction rate preferred shares at par with the
above-stated alternate forms of leverage.
<P></P>To address the first action, if the Fund had followed through on its own
recommendation in a timely fashion (rather than delaying and then suspending),
<B><U>all</B></U> shareholders would have benefitted by receiving full value for
their shares. Additionally, we feel that it is important to note that in the
current market environment, many closed-end fund municipal bond shareholders
have been able to receive net asset value for their common shares and par value
for their preferred shares. This has not been the case with our Fund, despite
the fact that all four original reasons cited for merging PMO into an open-end
fund are still valid to this day.
<P></P>Addressing the second action, if the Fund would have taken steps to
complete the replacement of all outstanding ARPS, the Fund could benefit
existing ARPS shareholders by providing liquidity at par and also could benefit
common shareholders by taking advantage of low interest rate vehicles while
simultaneously mitigating the risk of a significant increase in the cost of
leverage should short-term interest rates rise.
<P></P>Shareholders deserve a definitive plan from their Fund and Trustees. To
our knowledge, no solutions beyond the auction rate preferred redemptions
completed in anticipation of the merger of PMO into the stated open-end fund
have been announced. <B><U>This is not acceptable</B></U>. ARPS holders must be able to
receive the intrinsic value of their shares and common shareholders must be
protected from a potentially higher cost of leverage should short-term interest
rates rise.
<P></P>
<CENTER><B>END OF PROPOSAL
<P></P></B></CENTER>For the reasons stated above, we feel that it is imperative
that all shareholders vote FOR Karpus' proposal to request that the Board of
Trustees consider taking all steps necessary to cause PMO to redeem all
outstanding auction rate preferred shares at par and to utilize MTPS, VRDPS
and/or TOBs as alternate sources of leverage.
<P></P><B><U>Please note</U>: 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.
<P></P>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.</B>
<P></P><B><I>Voting Requirement</B></I>
<P></P>Provided a quorum is present, approval of this proposal requires the
affirmative vote of a majority of the votes cast at the Annual Meeting on the
proposal. The Fund may choose not to adopt this proposal even if shareholders
approve of the proposal at the Annual Meeting.
<P></P>
<HR>

<P style="PAGE-BREAK-BEFORE: always">
<CENTER></CENTER>
<P></P>
<CENTER><B>VOTING AND PROXY PROCEDURES</CENTER></B>
<P></P>According to the Fund, as of the record date, there were 42,871,374 shares of
common stock outstanding (the "Common Shares") and 7,154 shares of auction rate
preferred shares outstanding (3,417 shares of Series B Preferred Shares and 3,737 Serices C Prefered Shares ("ARPS").
<P></P>The Fund has set the close of business on February 28, 2011 as the record date
for determining shareholders entitled to notice of and to vote at the Annual
Meeting (the "Record Date"). Shareholders of record at the close of business on
the Record Date will be entitled to vote at the Annual Meeting.
<P></P><B>VOTES REQUIRED FOR APPROVAL</B>
<P></P>The 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.
<P></P>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.
<P></P>In addition, the Board has proposed 10 additional nominees as Trustees
for 10 other Trustee positions, to be elected by both the common and preferred
shareholders voting together as a class, and Karpus has proposed 10 additional
nominees, Messrs. Chapman, Insley, Lessard, McDonald, Orvieto, Pike,
Regan, Schwert, Skinner and Wenzke, for those Trustee positions.
<P></P>If a quorum is present at the Meeting, 10 nominees for the election as
Trustees, out of 20 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 10 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.
<P></P>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.
<P></P>Each preferred shareholder and each common shareholder will be entitled
to one vote for each share held.
<P></P>Approval of the termination of the investment management agreement
requires the affirmative vote of a "majority of the outstanding voting
securities" of the Fund. Under the Investment Company Act of 1940, as amended
("1940 Act"), the vote of a "majority of the outstanding voting securities"
means the affirmative vote of the lesser of (a) 67% or more of the shares
present at the meeting or represented by proxy if the holders of 50% of the
outstanding shares are present or represented by proxy or (b) more than 50% of
the outstanding voting shares. The Fund's common shareholders and preferred
shareholders will vote together as a single class on this proposal. Each
preferred shareholder and each common shareholder will be entitled to one vote
for each share held.
<P></P>Provided a quorum is present, approval of the proposal requesting the
Board of Trustees to consider taking all steps necessary to cause PMO to redeem
all outstanding auction rate preferred shares at par and to utilize MTPS, VRDPS
and/or TOBs as alternate sources of leverage requires the affirmative vote of a
majority of the votes cast at the Annual Meeting on the proposal. The Fund may
choose not to adopt this proposal even if shareholders approve of the proposal
at the Annual Meeting.
<P></P>The information set forth above regarding the votes required for approval
of the proposals is based on information contained in the Fund's proxy
statement. The incorporation of this information in this proxy statement should
not be construed as an admission by us that such process and procedures are
legal, valid or binding.
<P></P><B>ABSTENTIONS</B>
<P></P>Abstentions will be counted for the purpose of determining whether a
quorum is present. Abstentions will not be counted as votes cast on any proposal
set forth in this proxy statement. Accordingly, abstentions will have the effect
of a vote against (1) Karpus' Nominees; (2) Karpus' proposal recommending that
the investment management agreement between the Fund and the Manager shall be
terminated; and (3) Karpus' 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.
<P></P><B>DISCRETIONARY VOTING</B>
<P></P>Shares held in "street name" and held of record by banks, brokers or
nominees may not be voted by such banks, brokers or nominees unless the
beneficial owners of such Shares provide them with instructions on how to vote.
<P></P>For additional and related information concerning the voting and proxy
procedures for the Annual Meeting, see <I>Appendix A - Information Concerning
the Annual Meeting.</I>
<P></P><B>IF YOU WISH TO VOTE FOR THE ELECTION OF OUR NOMINEES TO THE BOARD OR
FOR OUR SHAREHOLDER PROPOSALS, PLEASE VOTE YOUR SHARES BY TELEPHONE OR INTERNET,
AS DESCRIBED IN THE ENCLOSED GREEN PROXY CARD, OR BY SIGNING, DATING AND
RETURNING PROMPTLY THE ENCLOSED GREEN PROXY CARD, IN THE POSTAGE-PAID ENVELOPE
PROVIDED.</B>
<P></P><B>SPECIAL RULE FOR PROPORTIONAL VOTING</B>
<P></P>For funds listed on the New York Stock Exchange that have outstanding
preferred shares, in accordance with the rules of the exchange, brokerage firms
may vote for (or against) a proposal, on behalf of their clients who
beneficially own the remarketed or auction rate preferred shares and from whom
they have not received voting instructions, in the same proportion as votes for
(and against) such proposal have been received from holders of preferred shares
if (i) the holders of a minimum of 30% of the outstanding preferred shares have
been voted by the holders of preferred shares, (ii) holders of less than 10% of
the outstanding preferred shares have voted against such proposal and (iii) the
holders of the common shares have approved such proposal.
<P></P><B>PROCEDURES</B>
<P></P>For the proxy solicited hereby to be voted or, under the circumstances
specified herein, not voted, the enclosed GREEN proxy card must be signed, dated
and returned to:
<P></P>
<UL>Karpus Management, Inc., d/b/a Karpus Investment Management<BR>c/o Regan
  &amp; Associates, Inc.<BR>505 Eighth Avenue, Suite 800<BR>New York, New York
  10018
  <P></P></UL>in the enclosed envelope, in time to be voted at the Meeting. If you
wish to vote in accordance with our recommendations, you must submit the
enclosed GREEN proxy card and must not subsequently submit the Fund's proxy
card. <B><U>IF YOU HAVE ALREADY RETURNED THE FUND'S PROXY CARD, YOU HAVE THE RIGHT TO
REVOKE IT AND ALL MATTERS COVERED THEREBY AND MAY DO SO BY SUBSEQUENTLY SIGNING,
DATING AND MAILING THE ENCLOSED GREEN PROXY CARD. ONLY YOUR LATEST PROXY WILL
COUNT AT THE MEETING</B></U>. Execution of a GREEN proxy card will not affect your right
to attend the Meeting and to vote in person.
<P></P><B>REVOCATION OF PROXIES</B>
<P></P>Any proxy may be revoked as to all matters covered thereby at any time
prior to the time a vote is taken by: (i) submitting to the Fund or to us a
later dated written revocation or a duly executed proxy; or (ii) attending and
voting at the Meeting in person (mere attendance at the Meeting will not in and
of itself constitute a revocation).
<P></P>Although a revocation of a proxy solicited by the Fund will be effective
only if delivered to the Fund, we request that either the original or a copy of
all revocations be mailed to Karpus Management, Inc., d/b/a Karpus Investment
Management, c/o Regan &amp; Associates, Inc., 505 Eighth Avenue, Suite 800, New
York, New York 10018, so that we will be aware of all revocations and can more
accurately determine if and when the requisite proxies have been received.
<P></P><B>BROKER VOTES</B>
<P></P>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.
<P></P>"Broker non-votes" occur when a broker has not received voting
instructions from the beneficial owner of the shares and either declines to
exercise its discretionary voting authority or is barred from doing so because
the proposal is contested. Broker non-votes cannot be voted on non-routine
matters submitted to a vote without direction of the beneficial owner.
<P></P>If any of your shares were held in the name of a brokerage firm, bank
nominee, or other institution on the Record Date, only that institution can vote
your shares and only upon receipt of your specific instructions. Accordingly,
please promptly contact the person responsible for your account at such
institution and instruct that person to execute and return the GREEN proxy card
on your behalf. You should also promptly sign, date, and mail the voting
instructions form (or GREEN proxy card) that your broker or bank sends you.
Please do this for each account you maintain to ensure that all of your shares
are voted. If any of your shares were held in the name of a brokerage firm,
bank, bank nominee, or other institution on the Record Date, to revoke your
proxy you will need to give appropriate instructions to such institution. IF YOU
DO NOT GIVE INSTRUCTIONS TO YOUR BROKER OR OTHER NOMINEE, YOUR SHARES WILL NOT
BE VOTED.
<P></P>
<P style="PAGE-BREAK-BEFORE: always">
<CENTER></CENTER>
<P></P><B>HOW SHARES WILL BE VOTED</B>
<P></P>As stated previously, a majority of the shares entitled to vote
constitutes a quorum for the transaction of business with respect to any
proposal at the Meeting, except that, where the preferred shares or common
shares shall vote as separate classes, then a majority of the aggregate number
of shares of each class shall be necessary to constitute a quorum for the
transaction of business by that class. Votes cast by proxy or in person at the
Meeting will be counted by persons appointed as inspectors for the Meeting. The
inspectors will count the total number of votes cast "for" approval of a proposal
for purposes of determining whether sufficient affirmative votes have been cast.
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 (i.e.
shares held by brokers or nominees as to which (i) instructions have not been
received from the beneficial owners or the persons entitled to vote and (ii) the
broker or nominee does not have the discretionary voting power on a particular
matter), if any, will be considered not present for the purpose of determining
the presence of a quorum at the Meeting.
<P></P><B><U>Please note</U>: 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.
<P></P>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.</B>
<P></P>Unless we decide, under the conditions specified above, not to attend the
Meeting in order to defeat a quorum, shares represented by a GREEN proxy card
where no specification has been made will be voted:
<P></P>
<UL>1. FOR all of Karpus' nominees;<BR>2. FOR Karpus' proposal to terminate
  the investment management agreement;<BR>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.
  <P></P>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.</UL>
<P></P>
<CENTER><B>OTHER MATTERS, PARTICIPANT AND ADDITIONAL INFORMATION</CENTER></B>
<P></P>Karpus is unaware of any other matters to be considered at the Annual
Meeting. However, should other matters, which Karpus is not aware of a
reasonable time before this solicitation, be brought before the Annual Meeting,
the persons named as proxies on the enclosed GREEN proxy card will vote on such
matters in their discretion.
<P></P>We are asking you to vote FOR the election of our Nominees, FOR our
proposal to terminate the Fund's investment advisory agreement, and FOR our
proposal requesting that the Board of Trustees of the Fund 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.
<P></P>The enclosed GREEN card may only be voted for our Nominees and does not
confer voting power with respect to the Fund's nominees. We intend to vote all
of our Shares for the election of our Nominees and for both of our proposals
outlined above and will not vote our Shares in favor of any of the Fund's
director nominees.
<P></P><B>Karpus has omitted from this proxy statement certain disclosures that
we anticipate will be included in the Fund's proxy statement. These disclosures
include, among other things, biographical information on the Fund's trustees and
executive officers, the dollar range of Shares owned by trustees of the Fund and
information on committees of the Board. Shareholders should refer to the Fund's
proxy statement in order to review these disclosures.</B>
<P></P>According to the Fund's last proxy statement, the Fund's investment
manager is Putnam Investment Management, LLC, with headquarters at One Post
Office Square, Boston, Massachusetts 02109.
<P></P>For additional information concerning the participants in the
Solicitation, see <I>Appendix C - Participant Information.</I>
<P></P>See <I>Appendix E</I> of this proxy statement for information regarding
persons who beneficially own more than 5% of the Shares of the Fund.
<P></P>The information concerning the Fund contained in this proxy statement and
the appendices attached hereto has been taken from, or is based upon, publicly
available information.
<P></P><B>KARPUS INVESTMENT MANAGEMENT
<P></P>MARCH 2011</B>

<P style="PAGE-BREAK-BEFORE: always">

<P></P>THIS SOLICITATION IS BEING MADE BY KARPUS AND NOT ON BEHALF OF THE BOARD
OF TRUSTEES OR MANAGEMENT OF THE FUND. KARPUS IS NOT AWARE OF ANY OTHER MATTERS
TO BE BROUGHT BEFORE THE ANNUAL MEETING. SHOULD OTHER MATTERS, WHICH KARPUS IS
NOT AWARE OF WITHIN A REASONABLE TIME BEFORE THIS SOLICITATION, BE BROUGHT
BEFORE THE ANNUAL MEETING, THE PERSONS NAMED AS PROXIES IN THE ENCLOSED
<B>GREEN</B> PROXY CARD WILL VOTE ON SUCH MATTERS IN THEIR DISCRETION.
<P></P>KARPUS URGES YOU TO VOTE IN FAVOR OF THE ELECTION OF KARPUS' NOMINEES AND
FOR BOTH OF THE ABOVE-DESCRIBED PROPOSALS, EITHER BY TELEPHONE OR BY INTERNET AS
DESCRIBED IN THE ENCLOSED <B>GREEN</B> PROXY CARD OR BY SIGNING, DATING AND
RETURNING THE ENCLOSED <B>GREEN</B> PROXY CARD TODAY.
<P></P>
<HR>

<P style="PAGE-BREAK-BEFORE: always">
<CENTER></CENTER>
<P></P>
<CENTER><B>APPENDIX TO PROXY STATEMENT FILED BY<BR>KARPUS MANAGEMENT, INC.,
D/B/A KARPUS INVESTMENT MANAGEMENT<BR>RELATING TO THE 2011 ANNUAL MEETING OF
SHAREHOLDERS OF<BR>PUTNAM MUNICIPAL OPPORTUNITIES TRUST<FONT size=1
face="Times New Roman"><U>1</U>
<P></P><FONT size=2 face="Times New Roman">Appendix A - Additional Information
Concerning the Annual Meeting
<P></P>Appendix B - Additional Information About the Nominees
<P></P>Appendix C - Additional Information Concerning the Participants
<P></P>Appendix D - Purchases and Sales in the Shares of the Fund During the
Past Two Years
<P></P>Appendix E - Security Ownership of Certain Beneficial Owners
<P></P><BR><BR><BR><BR><BR><BR><BR><FONT size=1 face="Times New Roman"><U>1</U>
Capitalized terms used and not defined herein shall have the meanings assigned
to such terms in the Proxy Statement.<BR>
<HR>

<P style="PAGE-BREAK-BEFORE: always"></CENTER></P><FONT size=2
face="Times New Roman">
<CENTER><U>APPENDIX A
<P></P></U>ADDITIONAL INFORMATION CONCERNING THE ANNUAL MEETING</B>
</CENTER>
<P></P>The proxy statement relates to the 2011 Annual Meeting of Shareholders of
Putnam Municipal Opportunities Trust ("PMO" or the "Fund"). Putnam Investment Management, LLC is the Fund's investment manager and administrator. The address of the
principal executive offices of the Fund is One Post Office Square, 8th Floor,
Boston, Massachusetts 02109. The Fund's Secretary may be contacted c/o the
Putnam Funds, One Post Office Square, 8th Floor, Boston, Massachusetts 02109.
<P></P><B>VOTING AND PROXY PROCEDURES</B>
<P></P>Shareholders, including those who expect to attend the Annual Meeting,
are urged to vote their Shares today by following the instructions for Internet
voting detailed on the enclosed GREEN proxy card, by calling the toll-free
number contained therein, or by signing, dating and mailing the enclosed GREEN
proxy card in the enclosed return envelope to Karpus Investment Management, c/o
Regan &amp; Associates, Inc., in the enclosed postage-paid envelope.
<P></P>Authorized proxies will be voted at the annual meeting as marked and, in
the absence of specific instructions, will be voted FOR all of Karpus' nominees;
FOR Karpus' proposal to terminate the investment management agreement; 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.
<P></P><B>QUORUM</B>
<P></P>In order to conduct any business at the Annual Meeting, a quorum must be
present in person or represented by valid proxies. The presence in person or by
proxy of shareholders entitled to cast a majority of the votes entitled to be
cast at the Annual Meeting constitutes a quorum. All Shares that are voted
"FOR", "AGAINST" or "ABSTAIN" (or "WITHHOLD" in the case of election of
trustees) on any matter will count for purposes of establishing a quorum and
will be treated as Shares entitled to be voted at the Annual Meeting.
<P></P>The fund has indicated that shareholders who object to any proposal in the proxy statement will not be entitled under Massachusetts law or the Fund's agreement and declaration of trust to demand payment for, or an appraisal of, their shares.
<P></P><B>ABSTENTIONS</B>
<P></P>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.
<P></P><B>DISCRETIONARY VOTING</B>
<P></P>Shares held in "street name" and held of record by banks, brokers or
nominees may not be voted by such banks, brokers or nominees unless the
beneficial owners of such Shares provide them with instructions on how to vote.
<P></P><B>REVOCATION OF PROXIES</B>
<P></P>Any proxy may be revoked as to all matters covered thereby at any time
prior to the time a vote is taken by: (i) submitting to the Fund or to us a
later dated written revocation or a duly executed proxy; or (ii) attending and
voting at the Meeting in person (mere attendance at the Meeting will not in and
of itself constitute a revocation).
<P></P>Although a revocation of a proxy solicited by the Fund will be effective
only if delivered to the Fund, we request that either the original or a copy of
all revocations be mailed to Karpus Management, Inc., d/b/a Karpus Investment
Management, c/o Regan &amp; Associates, Inc., 505 Eighth Avenue, Suite 800, New
York, New York 10018, so that we will be aware of all revocations and can more
accurately determine if and when the requisite proxies have been received.
<P></P>Shareholders of the Fund may revoke their proxies at any time prior to
exercise by attending the Annual Meeting and voting in person (although
attendance at the annual meeting will not in and of itself constitute revocation
of a proxy), by delivering a later-dated proxy by Internet, by telephone or by
mail, or by delivering a written notice of revocation. The delivery of a
later-dated proxy which is properly completed will constitute a revocation of
any earlier proxy. The revocation may be delivered either to Karpus in care of
Regan &amp; Associates, Inc. at the address set forth on the back cover of this
proxy statement or to the Fund's Executive Vice President, Treasurer, Principal
Executive Officer and Compliance Liaison, Jonathan S. Horwitz, c/o The Putnam
Funds, One Post Office Square, Boston, Massachusetts 02109, or to any other
address provided by the Fund.
<P></P>Although a revocation is effective if delivered to the Fund, Karpus
requests that either the original or photostatic copies of all revocations be
mailed to Karpus in care of Regan &amp; Associates, Inc. at the address set
forth on the back cover of this proxy statement so that Karpus will be aware of
all revocations and can more accurately determine if and when proxies have been
received from the holders of record on the record date of a majority of the
outstanding Shares. If you hold your shares in street name, please check your
voting instruction form or contact your bank, broker or nominee for instructions
on how to change or revoke your vote. Additionally, Regan &amp; Associates, Inc.
may use this information to contact shareholders who have revoked their proxies
in order to solicit later-dated proxies for the election of the Nominees and
approval of other proposals described herein.
<P></P><B>SOLICITATION OF PROXIES</B>
<P></P>The solicitation of proxies pursuant to this proxy statement is being
made by Karpus. Proxies may be solicited by mail, facsimile, telephone,
Internet, in person and by advertisements.
<P></P>Karpus has entered into an agreement with Regan &amp; Associates, Inc.
for solicitation and advisory services in connection with this solicitation, for
which Regan &amp; Associates, Inc. will receive a fee not to exceed $50,000,
together with reimbursement for its reasonable out-of-pocket expenses, and will
be indemnified against certain liabilities and expenses, including certain
liabilities under the federal securities laws. Karpus and Regan &amp;
Associates, Inc. will solicit proxies from individuals, brokers, banks, bank
nominees and other institutional holders. Karpus has requested banks, brokerage
houses and other custodians, nominees and fiduciaries to forward all
solicitation materials to the beneficial owners of the Shares they hold of
record. Karpus will reimburse these record holders for their reasonable
out-of-pocket expenses in so doing. It is anticipated that Karpus will utilize
approximately 10 persons and Regan &amp; Associates, Inc. will employ
approximately 10 persons to solicit the Fund's shareholders for the Annual
Meeting.
<P></P>The entire expense of soliciting proxies is being borne by Karpus.
Because Karpus believes that the Fund's shareholders will benefit from the
Solicitation, Karpus intends to seek reimbursement from the Fund, to the fullest
extent permitted by law, of all expenses it incurs in connection with the
Solicitation. Karpus does not intend to submit the question of such
reimbursement to a vote of security holders of the Fund unless otherwise
required by law. Costs of the Solicitation of proxies are currently estimated to
be approximately $250,000. Karpus estimates that through the date hereof, its
expenses in connection with the Solicitation are approximately $75,000.
<P></P><B>SHAREHOLDER PROPOSALS</B>
<P></P>According to the Fund's proxy statement, the Fund has established advance
notice requirements pursuant to its Amended and Restated Bylaws (the "Bylaws").
<P></P>
The Fund has indicated that its next annual meeting of shareholders will be held in April 2012.  The Trustees of PMO have also indicated the right to set an earlier or later date for an annual meeting of the Fund.  Based on the Fund's proxy statement, for shareholder proposals to be included in the proxy statement for the 2012 meeting, such proposals must be received by PMO on or before November 16, 2011.  In order for a shareholder proposal to be included in the proxy statement, both the submitting shareholder and the proposal itself must satisfy the requirements set forth in Rule 14a-8 under the 1934 Act.  Additionally, Shareholders who wish to make a proposal at the annual meeting for the 2011-2012 fiscal year - other than one that will be included in the Fund's proxy materials - should notify the Fund no later than January 30, 2012.  Shareholders who wish to propose one or more nominees for election as Trustees, or to make a proposal fixing the number of Trustees, at the 2012 annual meeting must provide written notice to the Fund (including all required information) so that such notice is received in good order by the fund no earlier than February 25, 2012 and no later than March 26, 2012.
<P></P>
<HR>

<P style="PAGE-BREAK-BEFORE: always">
<CENTER></CENTER>
<P></P><B><U>
<CENTER>APPENDIX B </U>
<P></P>ADDITIONAL INFORMATION ABOUT THE NOMINEES</CENTER></B>
<P></P>Karpus has nominated twelve (12) highly qualified individuals for
nomination as trustees at the Annual Meeting. Messrs. Cohen and Goldstein are
being nominated to be elected by the vote of the preferred shareholders voting
separately as a class, and Messrs. Chapman, Insley, Lessard, McDonald, Orvieto, Pike, Regan, Schwert, Skinner and Wenzke are being nominated to
be elected by the vote of the common and preferred shareholders voting together
as a class (each, individually, a "Nominee" and, collectively, the "Nominees"). For more information on the Fund's nominees, including share ownership, if any, please refer to the Fund's proxy materials for such additional information.
<P></P>As of the Record Date, the dollar range of Shares of the Fund
beneficially owned by each Nominee is as follows:
<P></P><B>Nominee Share Ownership Summary</b>
<P></P>
<TABLE><PRE><FONT size=2 face="Times New Roman">
<u>Name of Karpus Nominee	$ Range of PMO Common Shares Owned	Common Shares Owned		$ Range of PMO Preferred Shares Owned	Preferred Shares Owned</u><BR>
*Donald Chapman		$10,001-$50,000			3,725			$0				0
**Richard W. Cohen		$10,001-$50,000			3,152			$10,001-$50,000			1
**Phillip Goldstein		$0				0			$0				0
*Glen T. Insley, CFA		>$100,000				17,370			$0				0
*Jeffrey P. Lessard, Ph.D., CFA	$0				0			$0				0
*Thomas M. McDonald		$50,001-$100,000			5,000			$0				0
*Brad Orvieto		$1-$10,000				500			$0				0
*Dwight A. Pike, CFA		$0				0			$0				0
*Arthur Charles Regan		$0				0			$0				0
*G. William Schwert, Ph.D.	$0				0			$0				0
*Douglas Skinner, Ph.D.		$0				0			$0				0
*Gerard J. Wenzke		>$100,000				62,835			$0				0
</PRE>

 </TABLE><PRE></PRE>*Director nominee for election by vote of the common and preferred
shareholders voting together as a class<BR>**Director nominee for election
solely by vote of the preferred shareholders of the Fund.<BR>***Dollar Range of
Ownership based on a price of $10.73 per share based on the closing price of the
common shares on March 16, 2011.
<P></P>Further, except as set forth herein or in any appendix hereto, to the
best of Karpus' knowledge:
<P></P><ul>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.
<P></P>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.
<P></P>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.
<P></P>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.
<P></P>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.
<P></P>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.</ul>
<P></P>The Nominees are citizens of the United States of America and Mr. Skinner
is also a citizen of Australia.
<P></P>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.
<P></P>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. &#167; 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 &#167; 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 &#167; 1983 lawsuit in the Massachusetts Appeals Court. On July
23, 2010, the SJC unilaterally transferred the appeal of the &#167; 1983 lawsuit to
itself and the SJC will decide the appeal. Oral argument was scheduled for
January 6, 2011.
<P></P>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 <B>GREEN</B> 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 <B>GREEN</B> 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
increase 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.
<P></P>
<HR>

<P style="PAGE-BREAK-BEFORE: always">
<CENTER></CENTER>
<P></P>
<CENTER><B><U>APPENDIX C</U>
<P></P>ADDITIONAL INFORMATION CONCERNING THE PARTICIPANTS</CENTER></B>
<P></P>Karpus Management, Inc., d/b/a Karpus Investment Management ("Karpus") is
deemed to be the sole Participant. Karpus was founded in 1986 by George Karpus
and Jo Ann Van Degriff. George W. Karpus is the President, CEO and Controlling
Stockholder and Jo Ann Van Degriff is Partner Emeritus. Karpus' principal
business and occupation is an independent registered Investment Adviser and
provides investment management for individuals, pension plans, profit sharing
plans, corporations, endowments, trusts and others. Karpus' principal business
address is: 183 Sully's Trail, Pittsford, New York 14534 (a suburb of
Rochester). During the past ten (10) years, none of the principals or Karpus has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
<P></P>Karpus represents beneficial ownership of 6,743,296 common shares of PMO,
or 15.7% of the outstanding common shares, and 286 auction rate preferred shares
of PMO or 4% of the total outstanding auction rate preferred shares ("ARPS").
Such calculations are based on the aggregate amount of 7,154 outstanding auction
rate preferred shares (3,417 shares of Series B Preferred Shares and 3,737
Series C Preferred Shares) and 42,871,374 common shares outstanding, as indicated on PMO's proxy statement filed with the U.S. Securities and Exchange Commission.

<P></P>Except as set forth elsewhere in this Proxy Statement (including all
exhibits and appendices attached thereto), to the best of Karpus' knowledge: (i)
no participant in this Solicitation is, or within the past year was, a party to
any contract, arrangements or understandings with any person with respect to any
securities of the Fund, including, but not limited to, joint ventures, loan or
option arrangements, puts or calls, guarantees against loss or guarantees of
profit, division of losses or profits, or the giving or withholding of proxies;
(ii) no associate of any participant in this Solicitation owns beneficially,
directly or indirectly, any securities of the Fund; (iii) no participant in this
Solicitation owns beneficially, directly or indirectly, any securities of any
parent or subsidiary of the Fund; (iii) no participant in this Solicitation or
any of his/her/its associates was a party to any transaction, or series of
similar transactions, since the beginning of the Fund's last fiscal year, or is
a party to any currently proposed transaction, or series of similar
transactions, to which the Fund or any of its subsidiaries was or is to be a
party, in which the amount involved exceeds $120,000; (iv) no participant in
this Solicitation or any of his/her/its associates has any arrangement or
understanding with any person with respect to any future employment by the Fund
or its affiliates, or with respect to any future transactions to which the Fund
or any of its affiliates will or may be a party; and (v) no part of the purchase
price or market value of the securities of the Fund owned by any participant in
this Solicitation is represented by funds borrowed or otherwise obtained for the
purpose of acquiring or holding such securities; (vi) no participant in this
Solicitation has entered into any derivative instrument, swap, option, warrant,
short interest, hedge or profit interest or other transaction by or on behalf of
such participant, or any shareholder associated person, with respect to shares
of the Fund; (vii) no participant in this Solicitation has entered into any
other transaction, agreement, arrangement or understanding (including any short
position or any borrowing or lending of shares) by or on behalf of such
participant, or any shareholder associated person, the effect or intent of any
of the foregoing being to mitigate loss to, or to manage risk or benefit of
stock price changes for, such person, or any shareholder associated person, or
to increase or decrease the voting power or pecuniary or economic interest of
such person, or any shareholder associated person, with respect to shares;
(viii) there are no agreements, arrangements, or understandings (whether written
or oral) between or among participants to this Solicitation, or any shareholder
associated person, and any other person or persons in connection with the
proposal of such business and any material interest of such person or any
shareholder associated person, in such business, including any anticipated
benefit therefrom to such person, or any shareholder associated person; and (iv)
there are no material proceedings to which any of the participants or any of
their associates 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. With
respect to each of the participants, none of the events enumerated in Item
401(f)(1)-(8) of Regulation S-K of the Securities Exchange Act of 1934, as
amended, occurred during the past five years.
<P></P>A shareholder proposal intended to be presented at a future meeting of
shareholders of a Fund must be received at the offices of the Fund, One Post
Office Square, Boston, Massachusetts 02109, in accordance with the timing
requirements set forth below. Timely submission of a proposal does not
guarantee that such proposal will be included in a proxy statement.
<P></P>The Fund has indicated that its next annual meeting of shareholders will be held in April 2012.  The Trustees of PMO have also indicated the right to set an earlier or later date for an annual meeting of the Fund.  Based on the Fund's proxy statement, for shareholder proposals to be included in the proxy statement for the 2012 meeting, such proposals must be received by PMO on or before November 16, 2011.  In order for a shareholder proposal to be included in the proxy statement, both the submitting shareholder and the proposal itself must satisfy the requirements set forth in Rule 14a-8 under the 1934 Act.  Additionally, Shareholders who wish to make a proposal at the annual meeting for the 2011-2012 fiscal year - other than one that will be included in the Fund's proxy materials - should notify the Fund no later than January 30, 2012.  Shareholders who wish to propose one or more nominees for election as Trustees, or to make a proposal fixing the number of Trustees, at the 2012 annual meeting must provide written notice to the Fund (including all required information) so that such notice is received in good order by the fund no earlier than February 25, 2012 and no later than March 26, 2012.
<P></P>
<HR>

<P style="PAGE-BREAK-BEFORE: always">
<P></P>
<CENTER><U><B>APPENDIX D</U></CENTER>
<center><P></P>PURCHASES AND SALES OF KARPUS IN THE COMMON STOCK OF THE FUND DURING THE
PAST TWO YEARS, CUSIP 746922103<P></P></B></center>
<TABLE><PRE><FONT size=2 face="Times New Roman">
<B><U>Transaction		Date			Quantity		Price ($)</B></U>

by			1/9/2009	             		1,800 	 	$       9.20
sl			1/9/2009	             		3,900 	 	$       9.22
by			1/12/2009	             		2,000 	 	$       9.22
sl			1/12/2009	                 		103 	 	$       9.25
by			1/14/2009	           		48,400 	 	$       9.11
by			1/15/2009	            		5,000 	 	$       9.09
by			1/16/2009	             		3,000 	 	$       9.14
sl			1/20/2009	            		 1,080 	 	$       9.25
by			1/21/2009	             		6,600 		$       9.24
by			1/23/2009	           		49,500 	 	$       9.00
sl			1/27/2009	                   		46 	 	$       9.10
by			1/28/2009	             		9,500 	 	$       9.27
sl			1/28/2009	             		1,275 	 	$       9.32
by			1/30/2009	           		30,381 	 	$       9.29
sl			2/2/2009	             		3,105 		$       9.37
by			2/4/2009	                 		375 	 	$       9.32
by			2/5/2009	           		18,500 	 	$       9.27
sl			2/6/2009	             		1,025 	 	$       9.30
by			2/9/2009	             		2,509 	 	$       9.26
by			2/10/2009	           		14,600 	 	$       9.24
by			2/11/2009	             		5,350 	 	$       9.28
by			2/12/2009	           		14,300 	 	$       9.28
by			2/13/2009	           		33,325 	 	$       9.33
sl			2/13/2009	             		2,025 	 	$       9.32
by			2/17/2009	           		83,400 	 	$       9.26
sl			2/17/2009	                 		913 	 	$       9.24
by			2/18/2009	           		23,250 	 	$       9.20
sl			2/18/2009	                      	9 	 	$       9.19
by			2/19/2009	          		20,300 	 	$       9.18
by			2/20/2009	           		16,700 	 	$       9.06
by			2/23/2009	           		13,800 	 	$       8.96
by			2/24/2009	           		13,600 	 	$       8.96
sl			2/24/2009	             		5,392 	 	$       8.91
by			2/25/2009	             		9,200 	 	$       9.01
sl			2/25/2009	                 		200 	 	$       9.00
by			2/26/2009	           		17,900 	 	$       9.07
sl			2/26/2009	          	 	13,988 	 	$       9.06
by			2/27/2009	           		21,875 	 	$       9.10
by			3/2/2009	           		18,000 	 	$       9.09
by			3/3/2009	                 		300 	 	$       9.07
by			3/3/2009	             		5,000 	 	$       9.07
by			3/4/2009	             		7,743 	 	$       9.13
sl			3/4/2009	             		2,300 	 	$       9.11
by			3/5/2009	           		14,205 	 	$       9.06
by			3/6/2009	             		7,600 	 	$       9.07
sl			3/6/2009	                 		210 	 	$       9.08
by			3/9/2009	             		9,700 	 	$       9.02
sl			3/9/2009	             		2,600 		$       9.04
by			3/10/2009	             		7,635 	 	$       9.04
by			3/11/2009	             		6,500 	 	$       9.04
by			3/12/2009	             		2,000 	 	$       9.03
by			3/13/2009	             		8,921 	 	$       9.01
by			3/16/2009	            		5,500 	 	$       9.10
by			3/17/2009	           		11,200 	 	$       9.09
sl			3/17/2009	             		1,994 	 	$       9.07
by			3/19/2009	           		29,487 	 	$       9.09
sl			3/19/2009	             		1,847 	 	$       9.06
by			3/20/2009	           		33,830 	 	$       9.01
by			3/23/2009	           		18,900 	 	$       9.11
by			3/24/2009	             		6,759 	 	$       9.14
by			3/25/2009	           		14,600 	 	$       9.20
by			3/26/2009	            		1,100 	 	$       9.25
sl			3/26/2009	             		5,050 	 	$       9.24
by			3/27/2009	             		1,100 	 	$       9.28
by			3/30/2009	           		47,857 	 	$       9.25
sl			3/30/2009	                 		835 	 	$       9.26
by			3/31/2009	           		59,559 	 	$       9.32
by			4/1/2009	             		5,620 	 	$       9.33
sl			4/1/2009	             		3,753 	 	$       9.33
by			4/2/2009	             		6,000 	 	$       9.42
by			4/3/2009	             		4,700 	 	$       9.36
sl			4/3/2009	                 		417 	 	$       9.40
by			4/6/2009	             		3,500 	 	$       9.36
by			4/7/2009	           		15,366 	 	$       9.36
sl			4/7/2009	                 		191 	 	$       9.36
by			4/8/2009	             		1,987 	 	$       9.40
by			4/9/2009	           		11,741 	 	$       9.43
by			4/13/2009	                 		100 	 	$       9.44
by			4/14/2009	           		54,500 	 	$       9.47
by			4/16/2009	           		10,418 	 	$       9.56
by			4/17/2009	             		4,000 	 	$       9.63
by			4/20/2009	             		4,416 	 	$       9.71
sl			4/20/2009	             		1,086 	 	$       9.67
by			4/23/2009	                 		500 	 	$       9.76
by			4/24/2009	             		2,240 	 	$       9.75
by			4/27/2009	             		9,550 	 	$       9.72
by			4/28/2009	                 		400 	 	$       9.74
by			4/29/2009	                 		250 	 	$       9.73
sl			4/29/2009	                   		16 	 	$       9.72
by			4/30/2009	             		3,325 	 	$       9.73
sl			5/6/2009	                 		250 	 	$       9.77
by			5/7/2009	             		2,500 	 	$       9.83
sl			5/7/2009	             		2,600 	 	$       9.84
by			5/11/2009	           		20,988 	 	$       9.95
by			5/12/2009	           		48,532 	 	$       9.98
by			5/13/2009	           		16,000 	 	$     10.01
by			5/14/2009	             		3,500 	 	$     10.03
by			5/19/2009	           		43,286 	 	$     10.18
sl			5/19/2009	           		29,500 	 	$     10.17
by			5/21/2009	           		30,956 	 	$     10.19
by			5/22/2009	             		5,000 	 	$     10.19
by			5/26/2009	           		14,262 		$     10.12
by			5/27/2009	           		10,000 	 	$     10.08
sl			5/27/2009	                   		20 	 	$     10.12
by			5/28/2009	           		35,200 	 	$     10.05
sl			5/28/2009	                 		706 	 	$     10.04
by			5/29/2009	             		5,000 	 	$     10.02
by			6/1/2009	           		10,000 	 	$     10.00
by			6/2/2009	         		113,398 	 	$     10.10
sl			6/2/2009	                   		70 	 	$     10.11
by			6/4/2009	             		2,500 	 	$     10.12
by			6/5/2009	           		31,154 	 	$     10.11
sl			6/5/2009	           		20,200 	 	$     10.10
by			6/9/2009	           		16,847 	 	$     10.15
by			6/10/2009	           		31,939 	 	$     10.10
by			6/11/2009	             		2,600 	 	$     10.10
by			6/12/2009	           		14,477 	 	$     10.05
by			6/15/2009	           		17,396 	 	$     10.02
sl			6/15/2009	                   		75 	 	$       9.98
by			6/16/2009	           		20,313 	 	$     10.03
by			6/17/2009	           		11,142 	 	$     10.02
sl			6/17/2009	                 		131 	 	$     10.01
by			6/18/2009	           		22,391 	 	$     10.08
sl			6/18/2009	             		7,602 	 	$     10.06
by			6/19/2009	           		24,800 	 	$     10.09
by			6/22/2009	           		16,339 	 	$     10.03
by			6/23/2009	           		15,100 	 	$     10.02
sl			6/23/2009	             		4,500 	 	$     10.02
by			6/24/2009	             		9,300 	 	$     10.04
sl			6/24/2009	             		9,211 	 	$     10.06
by			6/25/2009	           		28,672 	 	$     10.05
by			6/26/2009	             		1,604 	 	$     10.08
by			6/29/2009	           		12,770 	 	$       9.90
by			6/30/2009	           		13,900 	 	$       9.83
sl			6/30/2009	             		2,075 	 	$       9.81
by			7/17/2009	           		20,293 	 	$     10.07
by			7/20/2009	          		23,959 	 	$     10.10
by			7/21/2009	           		21,145 	 	$     10.15
by			7/22/2009	           		29,533 	 	$     10.11
by			7/23/2009	           		36,100 	 	$     10.13
sl			7/23/2009	                   		85 	 	$     10.12
by			7/24/2009	             		6,976 	 	$     10.13
by			7/27/2009	           		14,423 	 	$     10.15
by			7/28/2009	           		38,397 	 	$     10.16
by			7/29/2009	                 		823 	 	$     10.17
by			7/30/2009	           		95,260 	 	$     10.21
sl			7/30/2009	             		9,000 	 	$     10.21
sl			7/31/2009	                 		388 	 	$     10.24
by			8/3/2009	           		22,392 	 	$     10.33
by			8/4/2009	             		2,000 	 	$     10.30
by			8/6/2009	           		11,602 	 	$     10.32
by			8/7/2009	           		16,324 	 	$     10.31
by			8/10/2009	             		8,700 	 	$     10.31
by			8/11/2009	           		12,756 	 	$     10.32
by			8/13/2009	             		3,058 	 	$     10.32
sl			8/13/2009	                 		400 	 	$     10.32
by			8/14/2009	             		2,000 	 	$     10.33
by			8/17/2009	             		8,565 	 	$     10.36
by			8/18/2009	             		1,100 	 	$     10.35
by			8/19/2009	             		8,550 		$     10.46
by			8/20/2009	           		14,701 	 	$     10.46
by			8/24/2009	           		13,558 	 	$     10.50
by			8/25/2009	           		12,225 		$     10.52
by			8/26/2009	           		11,186 	 	$     10.53
by			8/27/2009	             		5,477 	 	$     10.53
by			8/28/2009	             		1,150 	 	$     10.54
by			8/31/2009	           		17,457 	 	$     10.55
by			9/1/2009	             		2,000 	 	$     10.57
by			9/2/2009	           		10,400 	 	$     10.59
by			9/3/2009	           		29,100 	 	$     10.68
by			9/4/2009	                 		500 	 	$     10.65
by			9/8/2009	           		21,100 	 	$     10.83
by			9/9/2009	           		35,338 	 	$     10.92
by			9/10/2009	             		5,500 	 	$     10.92
by			9/11/2009	           		15,000 	 	$     11.00
by			9/14/2009	             		1,000 	 	$     11.03
sl			9/16/2009	             		4,100 	 	$     11.21
by			9/17/2009	           		18,053 	 	$     11.24
by			9/18/2009	             		1,000 	 	$     11.30
by			9/21/2009	             		5,212 	 	$     11.31
by			9/22/2009	             		1,000 	 	$     11.29
by			9/23/2009	          		20,968 	 	$     11.33
by			9/24/2009	           		70,000 	 	$     11.33
sl			9/24/2009	                 		600 	 	$     11.35
by			9/25/2009	           		23,492 	 	$     11.34
by			9/28/2009	           		70,700 	 	$     11.38
by			9/29/2009	           		25,660 	 	$     11.40
by			9/30/2009	           		71,600 	 	$     11.44
sl			9/30/2009	             		7,582 	 	$     11.45
by			10/1/2009	           		37,574 	 	$     11.43
sl			10/1/2009	                 		104 	 	$     11.46
by			10/2/2009	           		48,764 	 	$     11.44
sl			10/2/2009	             		3,834 	 	$     11.47
by			10/5/2009	           		13,873 	 	$     11.51
sl			10/5/2009	                   		37 	 	$     11.50
by			10/6/2009	             		6,772 	 	$     11.54
by			10/7/2009	             		2,214 	 	$     11.50
by			10/8/2009	           		13,087 	 	$     11.47
by			10/9/2009	           		84,400 	 	$     11.36
by			10/12/2009	           		83,700 	 	$     11.24
by			10/13/2009	           		15,857 	 	$     11.24
sl			10/13/2009	             		1,285 	 	$     11.27
by			10/14/2009	         		102,813 	 	$     11.20
by			10/15/2009	           		72,422 	 	$     11.04
by			10/16/2009	           		45,100 	 	$     11.06
by			10/20/2009	           		17,359 	 	$     11.16
by			10/21/2009	           		48,670 	 	$     11.10
by			10/22/2009	        		178,249 	 	$     11.09
by			10/23/2009	             		4,905 	 	$     11.10
by			10/26/2009	             		2,600 	 	$     11.12
by			10/27/2009	             		1,800 	 	$     11.17
by			10/29/2009	          		14,162 	 	$     11.10
sl			10/29/2009	                 		306 	 	$     11.10
by			10/30/2009	           		22,075 	 	$     10.96
by			11/2/2009	           		48,300 	 	$     10.99
by			11/3/2009	             		4,900 	 	$     11.01
by			11/4/2009	             		5,000 	 	$     11.04
sl			11/4/2009	                 		100 	 	$     11.22
by			11/5/2009	             		6,169 	 	$     11.03
by			11/6/2009	             		6,500 	 	$     11.04
by			11/9/2009	             		6,100 	 	$     11.06
by			11/10/2009	           		11,458 	 	$     11.05
by			11/11/2009	             		6,842 		$     11.03
by			11/12/2009	           		18,812 	 	$     11.00
by			11/13/2009	             		3,400 	 	$     10.98
by			11/18/2009	           		14,211 	 	$     10.97
sl			11/18/2009	                 		400 	 	$     11.00
by			11/19/2009	            		9,300 	 	$     10.88
sl			11/19/2009	             		6,200 	 	$     10.87
by			11/20/2009	             		6,247 	 	$     10.88
by			11/23/2009	          		 19,897 	 	$     10.90
sl			11/24/2009	                 		290 	 	$     10.88
sl			11/25/2009	                 		100 	 	$     10.93
by			11/27/2009	             		4,900 	 	$     10.85
sl			12/4/2009	             		3,300 	 	$     11.11
by			12/9/2009	                     	 3 	 	$     11.17
sl			12/9/2009	             		9,400 	 	$     11.15
sl			12/11/2009	                 		317 	 	$     11.18
sl			12/15/2009	             		2,990 	 	$     11.12
by			12/24/2009	             		1,100 	 	$     11.00
by			12/29/2009	           		12,586 	 	$     11.04
by			12/30/2009	             		2,500 	 	$     11.08
by			12/31/2009	           		18,800 	 	$     11.12
sl			1/4/2010	                   		10 	 	$     11.15
by			1/6/2010	             		2,200 	 	$     11.15
by			1/7/2010	             		2,500 	 	$     11.21
by			1/13/2010	             		5,000 	 	$     11.24
by			1/14/2010	             		7,600 	 	$     11.24
by			1/15/2010	             		2,000 	 	$     11.24
sl			1/26/2010	                 		357 	 	$     11.18
sl			2/2/2010	             		1,100 	 	$     11.21
sl			2/5/2010	                 		936 	 	$     11.22
sl			2/10/2010	                 		185 	 	$     11.25
by			2/25/2010	           		11,300 	 	$     11.25
by			3/1/2010	                 		325 	 	$     11.26
by			3/2/2010	           		54,324 	 	$     11.31
by			3/3/2010	           		33,700 	 	$     11.36
by			3/5/2010	           		21,000 	 	$     11.43
by			3/10/2010	                 		100 	 	$     11.38
by			3/11/2010	           		20,602 	 	$     11.40
by			3/12/2010	          		19,468 	 	$     11.41
sl			3/12/2010	             		6,863 	 	$     11.40
by			3/15/2010	             		4,400 	 	$     11.41
by			3/16/2010	           		11,473 	 	$     11.37
by			3/18/2010	             		4,200 	 	$     11.39
by			3/19/2010	             		2,200 	 	$     11.41
sl			3/29/2010	             		3,000 	 	$     11.45
sl			4/7/2010	             		1,100 	 	$     11.45
sl			4/20/2010	             		1,909 	 	$     11.51
by			4/29/2010	             		3,400 	 	$     11.43
by			4/30/2010	             		9,200 	 	$     11.44
by			5/4/2010	           		19,000 	 	$     11.42
by			5/5/2010	                 		335 	 	$     11.40
by			5/6/2010	           		19,900 	 	$     11.32
by			5/7/2010	             		4,800 	 	$     11.29
sl			5/10/2010	                 		200 	 	$     11.41
sl			5/11/2010	             		5,000 	 	$     11.42
sl			5/12/2010	             		6,400 	 	$     11.47
sl			5/13/2010	           		24,900 	 	$     11.51
sl			5/14/2010	             		2,500 	 	$     11.54
sl			5/18/2010	             		2,500 	 	$     11.59
sl			5/19/2010	             		7,500 	 	$     11.63
by			5/20/2010	             		1,800 	 	$     11.37
by			5/25/2010	             		1,900 	 	$     11.36
sl			5/27/2010	                 		270 	 	$     11.49
sl			5/28/2010	           		28,140 	 	$     11.41
sl			6/3/2010	                      	7 	 	$     11.44
sl			6/4/2010	           		13,600 	 	$     11.46
sl			6/7/2010	             		9,800 	 	$     11.44
by			6/8/2010	             		3,000 	 	$     11.46
sl			6/9/2010	             		1,800 	 	$     11.47
sl			6/11/2010	             		2,500 	 	$     11.48
sl			6/14/2010	             		3,000 	 	$     11.50
sl			6/15/2010	             		1,594 	 	$     11.49
sl			6/21/2010	           		18,100 	 	$     11.44
sl			6/23/2010	             		5,000 	 	$     11.39
sl			6/24/2010	             		2,700 	 	$     11.44
by			6/29/2010	             		4,400 	 	$     11.45
sl			7/2/2010	           		47,435 	 	$     11.44
sl			7/7/2010	             		5,000 	 	$     11.48
sl			7/12/2010	             		8,700 	 	$     11.52
by			7/14/2010	             		6,300 	 	$     11.51
by			7/15/2010	           		19,100 	 	$     11.51
sl			7/20/2010	             		3,000 	 	$     11.68
sl			7/28/2010	                 		980 	   	$     11.72
by			7/29/2010	             		1,500 	 	$     11.63
by			8/3/2010	           		50,300 	 	$     11.75
sl			8/9/2010	                 		502 	 	$     11.88
sl			8/17/2010	                 		600 	 	$     12.02
sl			8/18/2010	                 		875 	 	$     12.02
by			8/20/2010	                 		108 	 	$     11.92
by			8/24/2010	         		139,373 	 	$     11.95
sl			8/24/2010	                 		190 	 	$     12.04
sl			8/30/2010	                 		237 	 	$     12.21
sl			9/2/2010	             		1,050 	 	$     12.27
sl			9/24/2010	             		1,735 	 	$     12.20
sl			9/27/2010	             		1,065 	 	$     12.17
sl			9/28/2010	                 		200 	 	$     12.20
sl			9/29/2010	           		15,950 	 	$     12.26
sl			10/4/2010	             		4,483 	 	$     12.20
sl			10/15/2010	                 		700 	 	$     12.33
sl			10/18/2010	                 		700 	 	$     12.30
sl			10/21/2010	             		2,200 	 	$     12.23
sl			10/22/2010	                 		175 	 	$     12.23
sl			10/25/2010	             		1,057 	 	$     12.22
sl			10/26/2010	             		2,888 	 	$     12.26
sl			10/27/2010	                 		666 	 	$     12.25
sl			10/29/2010	                 		700 	 	$     12.26
sl			11/2/2010	                 		225 	 	$     12.23
sl			11/3/2010	             		3,478 	 	$     12.27
sl			11/4/2010	             		1,361 	 	$     12.25
sl			11/5/2010	           		30,623 	 	$     12.27
sl			11/8/2010	                 		200 	 	$     12.23
sl			11/9/2010	             		1,335 	 	$     12.08
by			11/10/2010	           		38,045 	 	$     11.66
by			11/11/2010	         		104,153 	 	$     11.50
by			11/12/2010	          		12,023 	 	$     11.46
by			11/15/2010	         		120,650 	 	$     11.38
sl			11/15/2010	           		15,836 	 	$     11.45
sl			12/1/2010	           		22,900 	 	$     11.64
sl			12/3/2010	           		17,500 	 	$     11.27
by			12/7/2010	           		43,821 	 	$     11.05
by			12/8/2010	           		50,000 	 	$     10.94
by			12/9/2010	           		30,159 	 	$     10.75
by			12/10/2010	           		28,300 	 	$     10.70
by			12/13/2010	           		42,152 	 	$     10.66
by			12/14/2010	           		15,252 	 	$     10.55
by			12/15/2010	                 		800 	 	$     10.45
sl			12/15/2010	             		4,254 	 	$     10.56
sl			12/21/2010	                 		358* 	 	$     10.58
sl			12/23/2010	           		2,126* 	 	$     10.70
sl			12/27/2010	           		5,400* 	 	$     10.52
sl			12/29/2010	           		2,750* 	 	$     10.49
sl			1/05/2011	           		771* 	 	$     10.80
sl			1/14/2011			100*		$     10.14
sl			1/24/2011			9,665*		$     10.51
sl			1/31/2011	 		10,300 	 	$     10.64
sl			2/1/2011			 32,974 		$     10.61
sl			2/2/2011			 12,364 		$     10.67
sl			2/3/2011			 7,464 		$     10.68
sl			2/14/2011			 10,300 		$     10.70
sl			2/15/2011			 10,387 		$     10.71
sl			2/16/2011			 31,576 		$     10.75
sl			2/17/2011			 9,600 	 	$     10.73
sl			2/18/2011			 600 	 	$     10.72
by			2/22/2011			 5,000 	 	$     10.50
sl			2/22/2011			 100 		$     10.50
sl			2/23/2011			 913 		$     10.57


*Shares sold due to account liquidation

</table></PRE>

<B><center><P></P>PURCHASES AND SALES OF KARPUS IN THE COMMON STOCK OF THE FUND DURING THE
PAST TWO YEARS, CUSIP 746922301**<P></P></B></center>
<TABLE><PRE><FONT size=2 face="Times New Roman">
<B><U>Transaction		Date			Quantity		Price ($)</B></U>


by			3/10/2010			14	 	$    22,625
by			3/17/2010			8	 	$    22,781


*1 share was transferred out of Karpus, as directed by a client, on June 11, 2010 at $22,500<P></p>

</table></PRE>


<B><center><P></P>PURCHASES AND SALES OF KARPUS IN THE COMMON STOCK OF THE FUND DURING THE
PAST TWO YEARS, CUSIP 746922400**<P></P></B></center>
<TABLE><PRE><FONT size=2 face="Times New Roman">
<B><U>Transaction		Date			Quantity		Price ($)</B></U>

by			3/10/2010			21 	 	$    22,625
by			3/17/2010			120 	 	$    22,875
by			4/29/2010			120 	 	$    22,250
sl			11/08/2010			1 	 	$    20,000

 **8 shares were transferred out of Karpus, as directed by a client, on June 11, 2010 at $22,250<P></P>
</table></PRE>

<B><center><P></P>PURCHASES AND SALES OF DONALD CHAPMAN IN THE COMMON STOCK OF THE FUND DURING THE
PAST TWO YEARS, CUSIP 746922103<P></P></B></center>
<TABLE><PRE><FONT size=2 face="Times New Roman">
<B><U>Transaction		Date			Quantity		Price ($)</B></U>

by			10/22/2009	           		600 	 	$     11.09
by			11/2/2009	           		200 	 	$     10.99
by			11/15/2010	           		600 	 	$     11.38

</table></PRE>

<B><center><P></P>PURCHASES AND SALES OF RICHARD W. COHEN IN THE COMMON STOCK OF THE FUND DURING THE
PAST TWO YEARS, CUSIP 746922103<P></P></B></center>
<TABLE><PRE><FONT size=2 face="Times New Roman">
<B><U>Transaction		Date			Quantity		Price ($)</B></U>

by			5/12/2009	           		100 	 	$      9.98
by			9/9/2009	           		200 	 	$     10.92
by			9/23/2009	           		200 	 	$     11.33
by			9/24/2009	           		100 	 	$     11.33
by			9/28/2009	           		200 	 	$     11.37
by			9/30/2009	           		700 	 	$     11.43
by			11/12/2009	           		100 	 	$     11.00

</table></PRE>

<B><center><P></P>PURCHASES AND SALES OF RICHARD W. COHEN IN THE AUCTION RATE PREFERRED SHARES OF THE FUND DURING THE
PAST TWO YEARS, CUSIP 746922301<P></P></B></center>
<TABLE><PRE><FONT size=2 face="Times New Roman">
<B><U>Transaction		Date			Quantity		Price ($)</B></U>

by			3/17/2010			1	 	$  22,875

</table></PRE>

<B><center><P></P>PURCHASES AND SALES OF GLEN T. INSLEY IN THE COMMON STOCK OF THE FUND DURING THE
PAST TWO YEARS, CUSIP 746922103<P></P></B></center>
<TABLE><PRE><FONT size=2 face="Times New Roman">
<B><U>Transaction		Date			Quantity		Price ($)</B></U>

sl 			4/28/2010			1,954		$     11.41
sl 			5/6/2010			1,672		$     11.42
by			2/24/2011			14,370		$     10.62
by			2/24/2011			1,000		$     10.61
by			2/24/2011			2,000		$     10.61

</table></PRE>

<B><center><P></P>PURCHASES AND SALES OF THOMAS M. MCDONALD IN THE COMMON STOCK OF THE FUND DURING THE
PAST TWO YEARS, CUSIP 746922103<P></P></B></center>
<TABLE><PRE><FONT size=2 face="Times New Roman">
<B><U>Transaction		Date			Quantity		Price ($)</B></U>

by			9/11/2009			1,000	 	$    11.03
sl			4/7/2010			2,000	 	$    11.45
by			12/23/2010			450	 	$    10.64
by			12/23/2010			550	 	$    10.65
by			12/28/2010			4,000	 	$    10.53

</table></PRE>

<B><center><P></P>PURCHASES AND SALES OF BRAD ORVIETO IN THE COMMON STOCK OF THE FUND DURING THE
PAST TWO YEARS, CUSIP 746922103<P></P></B></center>
<TABLE><PRE><FONT size=2 face="Times New Roman">
<B><U>Transaction		Date			Quantity		Price ($)</B></U>


by			8/3/2010	           		200 	 	$     11.75
by			11/15/2010	          		300 		$     11.38

</table></PRE>


<B><center><P></P>PURCHASES AND SALES OF GERARD J. WENZKE IN THE COMMON STOCK OF THE FUND DURING THE
PAST TWO YEARS, CUSIP 746922103<P></P></B></center>
<TABLE><PRE><FONT size=2 face="Times New Roman">
<B><U>Transaction		Date			Quantity		Price ($)</B></U>


by			3/2/2009	        		1,000 	 	$      9.09
by			3/6/2009	            		200 	 	$      9.07
by			3/19/2009	            		600 		$      9.09
by			3/20/2009	         		1,500 	 	$      9.01
by			3/31/2009	         		6,500 	 	$      9.31
by			4/13/2009	            		100 		$      9.44
by			4/14/2009	         		1,600 		$      9.46
by			8/26/2009	            		586 	 	$     10.53
by			8/27/2009	            		300 	 	$     10.53
by			8/28/2009	            		200 	 	$     10.54
by			9/8/2009	            		500 	 	$     10.83
by			9/17/2009	         		6,653 	 	$     11.23
by			9/28/2009	            		600 	 	$     11.37
by			10/2/2009	         		1,600 	 	$     11.44
by			10/5/2009	           		400 	 	$     11.50
by			10/6/2009	            		600 	 	$     11.53
by			10/8/2009	            		200 	 	$     11.47
by			10/9/2009	         		1,600 	 	$     11.36
by			10/12/2009	         		1,700 		$     11.24
by			10/14/2009	            		400 	 	$     11.20

</table></PRE>

<hr>
<p style=' page-break-before:always'></center></p>
<center><b><u>APPENDIX E</p></u>

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS</p>

The following table is derived from publicly filed documents by the indicated owner
with the U.S. Securities and Exchange Commission</center></b></p>


The following person was known to the Fund to be beneficial owner of more than 5% of the Fund's outstanding shares of Common Stock or Preferred Stock:</p>
<TABLE><pre><FONT FACE="Times New Roman" SIZE="2">

<u>Name and Address of Beneficial Owner	Title of Class		Amt. of Shares and Nature of Ownership	% of Class*</U>

Karpus Investment Management		Common Shares		6,743,296				15.7%
183 Sully's Trail
Pittsford, New York 14534

Karpus Investment Management		Auction Market Preferred	286				4%
183 Sully's Trail			Shares (total of all
Pittsford, New York 14534		outstanding CUSIPS)


Bank of America, NA			Auction Market Preferred	661				9.2%
100 North Tryon Street			Shares (total of all
Charlotte, North Carolina 28255	  	outstanding CUSIPS)

Blue Ridge Investments, LLC		Auction Market Preferred	4,557				63.7%
214 North Tryon Street			Shares (total of all
Charlotte, North Carolina 28255	  	outstanding CUSIPS)


</TABLE></pre>

<FONT FACE="Times New Roman" SIZE="1">*Such calculations are based on the aggregate amount of 7,154 outstanding auction rate preferred shares (3,417 shares of Series B Preferred Shares and 3,737 Series C Preferred Shares) and 42,871,374 common shares outstanding, as indicated on PMO's proxy statement filed with the U.S. Securities and Exchange Commission.</p>
<hr>
<p style=' page-break-before:always'></center></p>
<FONT FACE="Times New Roman" SIZE="2">
<center><b>IMPORTANT</center></b></p>
Tell your Board what you think!  Your vote is important.  No matter how many Shares you own, please give Karpus your proxy FOR the election of Karpus' Nominees and for Karpus' proposals by voting your Shares by telephone or Internet as described in the enclosed <b>GREEN</b> proxy card or by signing and dating the enclosed <b>GREEN</b> proxy card, and returning it in the postage-paid envelope provided.</p>
If any of your Shares are held in the name of a brokerage firm, bank, bank nominee or other institution, only it can vote such Shares and only upon receipt of your specific instructions.  Accordingly, please contact the person responsible for your account and instruct that person to execute the <b>GREEN</b> proxy card.  In addition, if you hold your Shares in a brokerage or bank account, your broker or bank may allow you to provide your voting instructions by telephone or Internet.  Please consult the materials you receive from your broker or bank prior to authorizing a proxy by telephone or Internet.  Karpus urges you to confirm in writing your instructions to Karpus in care of Regan & Associates, Inc. at the address provided below so that Karpus will be aware of all instructions given and can attempt to ensure that such instructions are followed.</p>
<center><b>If you have any questions or need assistance voting Shares, please call:</b></p>
Regan & Associates, Inc.<br>
505 Eighth Avenue, Suite 800<br>
New York, New York 10018<br>
1-800-737-3426</p>

-or-</p>

Brett D. Gardner, Sr. Corp. Governance Analyst/Portfolio Manager or<br>
Daniel Lippincott, Senior Tax-Sensitive Manager/Municipal Analyst<br>
Karpus Management, Inc., d/b/a Karpus Investment Management<br>
183 Sully's Trail<br>
Pittsford, New York 14534<br>
(585) 586-4680</center><br></pre>
<hr>
<p style=' page-break-before:always'></center></p>

<CENTER></CENTER>
<P></P><FONT size=5 face="Times New Roman">
<CENTER><B><U>GREEN PROXY</U>
<P></P><FONT size=2 face="Times New Roman">PUTNAM MUNICIPAL OPPORTUNITIES TRUST
<P></P>ANNUAL MEETING OF SHAREHOLDERS
<P></P>THIS PROXY IS SOLICITED ON BEHALF OF KARPUS MANAGEMENT, INC., D/B/A
KARPUS INVESTMENT MANAGEMENT
<P></P>THE BOARD OF TRUSTEES OF PUTNAM MUNICIPAL OPPORTUNITIES TRUST IS NOT
SOLICITING THIS PROXY</CENTER></B>
<P></P>The undersigned appoints Brett D. Gardner and Daniel Lippincott as the
undersigned's attorney and agent with full power of substitution to vote all
shares of common stock of the Putnam Municipal Opportunities Trust (the "Fund"
or "PMO") which the undersigned would be entitled to vote if personally present
at the annual meeting of shareholders of the Fund scheduled to be held at 10:00 a.m. E.S.T. on May 25, 2011, at the principal offices of the Fund on the 8th Floor of One Post Office Square, Boston, Massachusetts 02109, including any adjournments or postponements thereof or any meeting
which may be called in lieu thereof (the "Annual Meeting").
<P></P>The undersigned hereby revokes any other proxy or proxies heretofore
given to vote or act with respect to the shares of common stock of the Fund held
by the undersigned, and hereby ratifies and confirms all actions the herein
named attorneys and proxies, their substitutes, or any of them may lawfully take
by virtue hereof. If properly executed, this Proxy will be voted as directed on
the reverse and in the discretion of such attorneys and proxies and their
substitutes with respect to any other matters as may properly come before the
Annual Meeting. Mark each vote with an X in the box.
<P></P><B>IF NO DIRECTION IS INDICATED WITH RESPECT TO THE PROPOSALS ON THE
REVERSE, THIS PROXY WILL BE VOTED FOR KARPUS' NOMINEES AND FOR BOTH OF KARPUS'
PROPOSALS</B>
<P></P>This Proxy will be valid until the sooner of one year from the date
indicated on the reverse side and the completion of the Annual Meeting.
<P></P>
<CENTER><B>IMPORTANT: PLEASE SIGN, DATE AND MAIL THIS PROXY CARD
PROMPTLY!</B><BR>(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)</CENTER>
<HR>

<P style="PAGE-BREAK-BEFORE: always">
<CENTER></CENTER>
<P></P><B>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.
<P></P><B>To vote on all proposals as Karpus recommends, mark this box (No other vote is necessary)                                     [  ]
<P></P>KARPUS RECOMMENDS THAT YOU VOTE FOR ALL ITEMS BELOW</B>
<P></P></B>1. Fixing the number of Trustees at 12 and electing our fund's 10 nominees for Trustees voted on by the common and preferred shareholders voting as a single class
<P></P></B></U>
<UL>Trustees to Serve Until the 2012 Annual Meeting of Shareholders<PRE><FONT size=2 face="Times New Roman">
	[  ]	FOR ALL Karpus Nominees

		[  ]	FOR Donald Chapman			[  ]	FOR Glen T. Insley, CFA
		[  ]	FOR Jeffrey P. Lessard, Ph.D., CFA		[  ]	FOR Thomas M. McDonald
		[  ]	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

<UL>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:
_____________________________________________________________________________________________________________
</UL></PRE></UL>2. FOR Karpus' proposal recommending that the fund's investment management
contract with Putnam Investment Management, LLC (the "Manager")
be terminated.<BR><PRE><FONT size=2 face="Times New Roman">
		FOR			AGAINST				ABSTAIN
		[  ]			[  ]				[  ]

</PRE>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.
<P></P><PRE><FONT size=2 face="Times New Roman">
		FOR			AGAINST				ABSTAIN
		[  ]			[  ]				[  ]


</PRE>**By checking the box below, I authorize Karpus to utilize its discretion
to vote, or under specified conditions in Karpus' proxy statement, not vote my
shares. <PRE><FONT size=2 face="Times New Roman">
		[  ]

</pre>

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on May 25, 2011. The proxy statement for this meeting is available at: <U>www.proxyonline.com</U>. If you have any questions on this proposal, please call 1-866-527-7871.</p>

<pre><FONT size=2 face="Times New Roman">
Signature of Stockholder:<U>					</U>	</U>Signature of Stockholder:<U>						</U>
Date:	                 <U>					</U>	Date:	                  <U>		 		  	                   </U></pre>


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.
<P></P>
<HR>

<P style="PAGE-BREAK-BEFORE: always">
<CENTER></CENTER>
<P></P><FONT size=5 face="Times New Roman">
<CENTER><B><U>GREEN PROXY</U>
<P></P><FONT size=2 face="Times New Roman">PUTNAM MUNICIPAL OPPORTUNITIES TRUST
<P></P>ANNUAL MEETING OF SHAREHOLDERS
<P></P>THIS PROXY IS SOLICITED ON BEHALF OF KARPUS MANAGEMENT, INC., D/B/A
KARPUS INVESTMENT MANAGEMENT
<P></P>THE BOARD OF TRUSTEES OF PUTNAM MUNICIPAL OPPORTUNITIES TRUST IS NOT
SOLICITING THIS PROXY</CENTER></B>
<P></P>The undersigned appoints Brett D. Gardner and Daniel Lippincott as the
undersigned's attorney and agent with full power of substitution to vote all
shares of common stock of the Putnam Municipal Opportunities Trust (the "Fund"
or "PMO") which the undersigned would be entitled to vote if personally present
at the annual meeting of shareholders of the Fund scheduled to be held at 10:00 a.m. E.S.T. on May 25, 2011 at the principal offices of the Fund on the 8th Floor of One Post Office Square, Boston, Massachusetts 02109, including any adjournments or postponements thereof or any meeting
which may be called in lieu thereof (the "Annual Meeting").
<P></P>The undersigned hereby revokes any other proxy or proxies heretofore
given to vote or act with respect to the shares of common stock of the Fund held
by the undersigned, and hereby ratifies and confirms all actions the herein
named attorneys and proxies, their substitutes, or any of them may lawfully take
by virtue hereof. If properly executed, this Proxy will be voted as directed on
the reverse and in the discretion of such attorneys and proxies and their
substitutes with respect to any other matters as may properly come before the
Annual Meeting. Mark each vote with an X in the box.
<P></P><B>IF NO DIRECTION IS INDICATED WITH RESPECT TO THE PROPOSALS ON THE
REVERSE, THIS PROXY WILL BE VOTED FOR KARPUS' NOMINEES AND FOR BOTH OF KARPUS'
PROPOSALS</B>
<P></P>This Proxy will be valid until the sooner of one year from the date
indicated on the reverse side and the completion of the Annual Meeting.
<P></P>
<CENTER><B>IMPORTANT: PLEASE SIGN, DATE AND MAIL THIS PROXY CARD
PROMPTLY!</B><BR>(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)</CENTER>
<HR>

<P style="PAGE-BREAK-BEFORE: always">
<CENTER></CENTER>
<P></P><B>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.
<P></P><B>To vote on all proposals as Karpus recommends, mark this box (No other vote is necessary)                                     [  ]
<P></P>KARPUS RECOMMENDS THAT YOU VOTE FOR ALL ITEMS BELOW</B></B>
<P></P>1. Fixing the number of Trustees at 12 and electing our fund's 12 nominees for Trustees:
<P></P></U>
<UL>Trustees to Serve Until the 2012 Annual Meeting of Shareholders<PRE><FONT size=2 face="Times New Roman">
	[  ]	FOR ALL Karpus Nominees

		[  ]	FOR Donald Chapman			[  ]	FOR Glen T. Insley, CFA
		[  ]	FOR Jeffrey P. Lessard, Ph.D., CFA		[  ]	FOR Thomas M. McDonald
		[  ]	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

<UL>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:
_____________________________________________________________________________________________________________
</UL></PRE></UL>Election of Trustees to be voted on <B><U>by the preferred
shareholders voting separately as a class.</B></U>
<UL>Trustees to Serve Until the 2012 Annual Meeting of Shareholders<PRE><FONT size=2 face="Times New Roman">
	[  ]	FOR ALL Karpus Nominees

		[  ]	FOR Richard W. Cohen
		[  ]	FOR Phillip Goldstein

	[  ]	WITHHOLD AUTHORITY
	[  ]	FOR ALL EXCEPT

<UL>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:
_____________________________________________________________________________________________________________
</UL></PRE></UL>2. FOR Karpus' proposal recommending that investment management
agreement between the Fund and Putnam Investment Management, LLC (the "Manager")
shall be terminated. <PRE><FONT size=2 face="Times New Roman">
		FOR			AGAINST				ABSTAIN
		[  ]			[  ]				[  ]
</PRE>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.
<P></P><PRE><FONT size=2 face="Times New Roman">
		FOR			AGAINST				ABSTAIN
		[  ]			[  ]				[  ]


</PRE>**By checking the box below, I authorize Karpus to utilize its discretion
to vote, or under specified conditions in Karpus' proxy statement, not vote my
shares. <PRE><FONT size=2 face="Times New Roman">
		[  ]

</pre>

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on May 25, 2011. The proxy statement for this meeting is available at: <U>www.proxyonline.com</U>. If you have any questions on this proposal, please call 1-866-527-7871.</p>

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Signature of Stockholder:<U>					</U>	</U>Signature of Stockholder:<U>						</U>
Date:	                 <U>					</U>	Date:	                  <U>		 		  	                   </U></pre>


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.
<P></P>

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