SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [x]
Bulldog Investors, LLC
Attn: Phillip Goldstein
250 Pehle Avenue, Suite 708
Saddle Brook, NJ 07663
Phone: 201 881-7100
Fax: 201 556-0097
Check the appropriate box:
Preliminary Proxy Statement [x]
Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-
12
Putnam Municipal Opportunities Trust
(Name of Registrant as Specified in Its Charter)
Bulldog Investors, LLC
Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
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No fee required [x].
Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
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applies:
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computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
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Fee paid previously with preliminary materials [].
Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11 (a) (2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing [].
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PROXY STATEMENT OF BULLDOG INVESTORS, LLC IN OPPOSITION TO THE SOLICITATION
BY THE BOARD OF TRUSTEES OF PUTNAM MUNICIPAL OPPORTUNITIES TRUST FOR THE
2017 ANNUAL MEETING OF SHAREHOLDERS
Bulldog Investors, LLC ("Bulldog Investors") is sending this proxy statement
and the enclosed GREEN proxy card to preferred shareholders of Putnam
Municipal Opportunities Trust (the "Fund") of record as of February 10, 2017.
We are soliciting a proxy to vote your shares at the 2017 Annual Meeting of
Shareholders (the "Meeting") which is scheduled for April 28, 2017. Please
refer to the Fund's proxy soliciting material for additional information
concerning the Meeting and the matters to be considered by shareholders. This
proxy statement and the enclosed GREEN proxy card are first being sent (only)
to preferred shareholders on or about April --, 2017.
INTRODUCTION
The Board of Trustees has determined to present two matters to be voted upon
at the Meeting: a proposal to fix the number of trustees at fifteen, and the
election of fifteen trustees, two of whom will be elected solely by the
preferred shareholders (the "preferred trustees"). A shareholder affiliated
with us intends to present a non-binding proposal requesting the Board of
Trustees to afford the preferred shareholders a means to obtain liquidity for
their shares. We are soliciting a proxy to vote your shares FOR the election
of the two nominees named below as preferred trustees and FOR the shareholder
proposal. We also recommend that preferred shareholders ABSTAIN on the
proposal to fix the number of trustees at fifteen, and WITHHOLD VOTING for
the election of any other trustees.
REASONS FOR THE SOLICITATION
For the last nine years, there has not been a liquid market for the Fund's
preferred shares. To address that problem, many other closed-end funds have
elected to redeem their auction rate preferred stock. By contrast, the Fund's
Board of Trustees has failed to take action to provide liquidity for the
holders of the preferred shares. Consequently, it is important to elect two
preferred trustees to advocate for liquidity for the holders of the preferred
shares.
HOW PROXIES WILL BE VOTED
If you complete and return a GREEN proxy card to us, and unless you direct
otherwise, your shares will be voted to ABSTAIN on the proposal to fix the
number of trustees at fifteen, FOR the election of the two nominees named
below as preferred trustees, to WITHHOLD VOTING on the election of any other
nominees, and FOR the shareholder proposal. In addition, you will be granting
the proxy holders discretionary authority to vote on any other matters that
may come before the Meeting.
VOTING REQUIREMENTS
A quorum for the transaction of business will exist if holders of thirty
percent of the total number of common and preferred shares entitled to vote
are represented at the Meeting, except that, for the election of the two
preferred trustees, the holders of thirty percent of the preferred shares
will constitute a quorum. As of February 10, 2017, there were 53,735,134.998
common shares and 2,225 preferred shares outstanding. Each share is entitled
to one vote. The election of a trustee requires the affirmative vote of a
plurality of the votes cast, i.e., the nominee receiving the most votes will
be elected. A majority of the votes cast is required to approve all other
proposals. An abstention or a broker non-vote will have no effect on the
election of trustees or whether a proposal is approved.
REVOCATION OF PROXIES
You may revoke your proxy prior to its exercise by: (i) delivering a written
revocation to us; (ii) executing and delivering a later dated proxy to the
inspector of election; or (iii) voting in person at the Meeting. Attendance
at the Meeting will not by itself revoke a proxy. There is no limit on the
number of times you may revoke your proxy and only your most recent proxy
will be counted.
PROPOSAL 1a. FIXING THE NUMBER OF TRUSTEES AT FIFTEEN
The Board intends to propose that shareholders fix the number of
Trustees at 15. However, it does not provide a reason for its recommendation.
Therefore, unless instructions to the contrary are given, your proxy will be
voted to abstain of this proposal.
PROPOSAL 1b: ELECTION OF FIFTEEN TRUSTEES (INCLUDING TWO PREFERRED TRUSTEES)
Our affiliate intends to nominate Phillip Goldstein and Andrew Dakos for
election as preferred trustees, neither of whom personally owns any shares
of the Fund. Messrs. Goldstein and Dakos may be deemed to have a beneficial
interest in 148 preferred shares of the Fund as a result of their roles with
Bulldog Investors, whose clients are the beneficial owners of such shares. In
particular, Messrs. Goldstein and Dakos are members of Bulldog Investors
which is the general partner of, or the investment advisor for, certain
investment funds, and/or as a limited partner in such funds. Messrs.
Goldstein and Dakos disclaim beneficial interest in all such shares
except to the extent of any pecuniary interest in such funds.
There are no arrangements or understandings between Messrs. Goldstein and
Dakos and Bulldog Investors or any of its affiliates in connection with the
nomination. Please refer to the Fund's proxy soliciting material for
additional information concerning the election of trustees and any other
matters related to the Meeting.
Phillip Goldstein (born 1945) - Member of Bulldog Investors, LLC,
an SEC-registered investment adviser that serves as the investment
adviser to, among other clients, the Bulldog Investors group of
private investment funds and Special Opportunities Fund, Inc., a
registered closed-end investment company; Principal of the general
partner of several private investment partnerships in the Bulldog
Investors group of private funds. Chairman of the Mexico Equity and
Income Fund, Inc.;Secretary and Chairman of Special Opportunities
Fund, Inc.; Director of MVC Capital, Inc.; Chairman of Emergent
Capital, Inc.; Director of Crossroads Capital, Inc. (f/k/a BDCA
Venture, Inc.); Chairman of Brantley Capital Corporation (until
2013); Director of ASA Ltd. (until 2013); Director of Korea Equity
and Income Fund, Inc. (until 2012).
Andrew Dakos (born 1966) - Member of Bulldog Investors, LLC, an
SEC-registered investment adviser that serves as the investment
adviser to, among other clients, the Bulldog Investors group of
private investment funds and Special Opportunities Fund, Inc., a
registered clos-end investment company; Principal of the general
partner of several private investment partnerships in the Bulldog
Investors group of private funds; Director of Emergent Capital,
Inc.; President and Director of Special Opportunities Fund; Director
of Crossroads Capital, Inc. (f/k/a BDCA Venture, Inc.); Director of
the Mexico Equity & Income Fund (until 2015).
Unless instructions to the contrary are given, your proxy will be voted in
favor of the aforementioned nominees for election as preferred trustees and
will withhold on the election of all other nominees.
PROPOSAL 2. The shareholders of Putnam Municipal Opportunities Trust
(the "Fund") request that the Board of Trustees afford the preferred
shareholders a means to obtain liquidity for their shares.
There has not been a liquid market for the Fund's preferred shares for the
past nine years and many other closed-end funds have redeemed or tendered
for their auction rate preferred stock. We think it is time for the Board
to take action to provide liquidity for holders of the preferred shares.
The Board of Trustees has the sole power to implement this proposal.
Unless instructions to the contrary are given, your proxy will be voted in
favor of this proposal.
THE SOLICITATION
We intend to solicit proxies by mail, and may utilize other means, e.g.,
telephone or the internet. Our proxy materials are available at:
www.bulldoginvestorsproxymaterials.com. Persons affiliated with or employed
by us may assist us in the solicitation of proxies. Banks, brokerage houses
and other securities intermediaries will be requested to forward this proxy
statement and the enclosed GREEN proxy card to the beneficial owners for
whom they hold shares of record. We will reimburse these organizations for
their reasonable out-of-pocket expenses.
Initially, we and our clients will bear all of the expenses related to this
proxy solicitation. Because we believe that all shareholders will benefit
from this solicitation, we intend to seek, subject to any applicable
regulatory requirements, reimbursement of our expenses from the Fund.
Shareholders will not be asked to vote on the reimbursement of these
expenses, which we estimate will total $25,000.
PARTICIPANTS
As of April --, 2017, Bulldog Investors, 250 Pehle Avenue, Suite 708,
Saddle Brook, NJ 07663, the soliciting stockholder, beneficially owns 734
preferred shares of the Fund, 78 of which were purchased in June 2012 and
656 in March 2017. No "participant" has any arrangement or understanding
with any person with respect to any securities of the Fund or with respect
to future employment by the Fund or any of its affiliates or to any future
transactions to which the Fund or any of its affiliates will or may be a
party. A "participant," as defined by the SEC, includes Bulldog Investors,
Messrs. Goldstein and Dakos, and each client advised by Bulldog Investors.
The SEC's definition of a "participant" may be misleading because it
suggests that a "participant" has a greater role in a solicitation than
may be the case.
April --, 2017
PROXY CARD
THIS PROXY IS SOLICITED BY BULLDOG INVESTORS, LLC IN OPPOSITION TO THE
SOLICITATION BY THE BOARD OF TRUSTEES OF PUTNAM MUNICIPAL OPPORTUNITIES
TRUST (THE "FUND") FOR THE FUND'S 2017 ANNUAL MEETING OF SHAREHOLDERS
(THE "MEETING").
The undersigned hereby appoints Phillip Goldstein and Andrew Dakos and
each of them, as the undersigned's proxies, with full power of substitution,
to attend the Meeting and any adjourned or postponed Meeting, and to vote on
all matters that come before the Meeting the number of shares that the
undersigned would be entitled to vote if present in person, as specified
below.
(INSTRUCTIONS: Mark votes by placing an "x"in the appropriate [ ].)
1a. FIXING THE NUMBER OF TRUSTEES AT FIFTEEN.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
1b. ELECTION OF FIFTEEN TRUSTEES.
[ ] FOR PHILLIP GOLDSTEIN [ ] WITHHOLD AUTHORITY
[ ] FOR ANDREW DAKOS [ ] WITHHOLD AUTHORITY
[ ] WITHHOLD AUTHORITY FOR: LIAQUAT AHAMED, RAVI AKHOURY, BARBARA M. BAUMANN,
JAMESON A. BAXTER, ROBERT J. DARRETTA, KATINKA DOMOTORFFY, JOHN A. HILL,
PAUL L. JOSKOW, KENNETH R. LEIBLER, W. THOMAS STEPHENS, ROBERT L. REYNOLDS,
CATHARINE BOND HILL, AND MANOJ P. SINGH
[ ] TO VOTE FOR ANY OF THE ABOVE NOMINEES, PLEASE CHECK THIS BOX AND CIRCLE
THEIR NAME(s).
2. A REQUEST THAT THE BOARD OF TRUSTEES AFFORD THE PREFERRED SHAREHOLDERS A
MEANS TO OBTAIN LIQUIDITY FOR THEIR SHARES.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Please sign and date below. Your shares will be voted as directed. If no
direction is made, this proxy will be voted TO ABSTAIN ON Proposal 1a, FOR
the election of Messrs. Goldstein and Dakos as preferred trustees, TO
WITHHOLD on all other nominees, and FOR Proposal 2. The undersigned hereby
acknowledges receipt of the proxy statement dated April --, 2017 of Bulldog
Investors and revokes any proxy previously executed.
Signature(s) ________________________________ Dated: _______________