13D Filing: Bulldog Investors and Putnam Municipal Opportunities Trust (PMO)

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Ownership Summary Table

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e) N/A

ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
N/A

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A – Stanstill Agreement

After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.

Dated: 5/26/17

By: /S/ Phillip Goldstein
Name: Phillip Goldstein

By: /S/ Andrew Dakos
Name: Andrew Dakos

By: /S/ Steven Samuels
Name: Steven Samuels

Bulldog Investors, LLC
By: /s/ Andrew Dakos
Andrew Dakos, Member

Footnote 1: The reporting persons disclaim beneficial ownership except
to the extent of any pecuniary interest therein.

Exhibit A:

STANDSTILL AGREEMENT
This Agreement (“Agreement”) is made and entered into as of the 24th
day of May, 2017, by and among Putnam Municipal Opportunities Trust (“PMO” or
the “Fund”), Putnam Investment Management, LLC (“Putnam Management” and
together with the Fund, the “Fund Parties”), Bulldog Investors, LLC
(“Bulldog Investors”), and Full Value Partners, L.P. (“Full Value Partners”
and together with Bulldog Investors, the “Bulldog Parties”).

WHEREAS, Putnam Management is registered as an investment adviser with
the Securities and Exchange Commission under the Investment Advisers Act of
1940, as amended, and acts pursuant to certain investment advisory or
investment management contracts as the investment adviser or investment
manager, as applicable, to various registered closed-end management investment
companies, including the Fund;

WHEREAS, the Bulldog Parties and their affiliates (together, “Bulldog”)
are holders of auction rate preferred shares (“ARPS”) issued by the Fund and
Full Value Partners has provided the Fund notice of its intent to nominate
Phillip Goldstein and Andrew Dakos as Trustees of the Fund at the continuation
of the Fund’s adjourned 2017 annual meeting of the shareholders (the “Bulldog
Nominations”);

WHEREAS, Bulldog holds no common shares of the Fund;

WHEREAS, the Bulldog Parties have engaged in discussions (the
“Discussions”) with the Fund Parties regarding the Bulldog Nominations, and
the Bulldog Parties’ shareholder proposal that the Fund afford its preferred
shareholders a means to obtain liquidity for their shares;

WHEREAS, the parties wish to resolve various matters associated with
the Discussions and Bulldog’s holdings of the Fund’s ARPS (including the
Bulldog Nominations).

NOW, THEREFORE, in consideration of the mutual promises and covenants
contained in this Agreement, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:
1. Tender Offer. The Fund Parties agree to conduct a tender offer (the
“Tender Offer”) by the Fund for 100% of the Fund’s issued and outstanding ARPS
at a price equal to 89.75% of the liquidation preference of each respective
series of the ARPS as set forth in the Fund’s amended and restated bylaws,
scheduled to expire at least 20 business days after its commencement, as
it may be extended in accordance with the terms of the Tender Offer, but in
any event, no later than 11:59 P.M. Eastern Time on August 24, 2017
(“Expiration Date”), subject only to substantially the same conditions as
are set forth in Appendix A hereto, which conditions do not include any
minimum level of participation in the Tender Offer by ARPS holders of the
Fund. The Fund hereby agrees that if, as of the Expiration Date of the Tender
Offer, all of such conditions are satisfied, it shall accept for payment all
ARPS properly tendered pursuant to the Tender Offer.

2. Reimbursement of proxy solicitation costs. Bulldog Investors shall
provide the Fund with an itemized list of expenses it incurred soliciting
proxies in connection with the Fund’s 2017 annual meeting of shareholders,
as well as evidence of its incursion of such expenses, and the Fund shall
reimburse Bulldog Investors for such expenses; however, the amount reimbursed
by the Fund shall not exceed $7,500.

3. Agreements and Obligations of the Bulldog Parties. The Bulldog Parties
hereby agree and undertake that:

(a) Bulldog shall promptly tender into the Tender Offer (and shall not
withdraw such tender) one-hundred percent (100%) of its holdings of ARPS of
the Fund (“Bulldog ARPS”), such that Bulldog would have no holdings in the
Fund’s ARPS following completion of the Tender Offer; provided, further that
the Fund shall not accept any Bulldog tender of less than 100% of Bulldog ARPS.

(b) Effective as of the close of the Tender Offer, Bulldog shall withdraw
all Bulldog Nominations and shall promptly make any required regulatory filings,
including but not limited to amendments to Schedule 13D filings, affirming such
withdrawal of the Bulldog Nominations. Bulldog shall also discontinue, as of
the date hereof, any proxy solicitation with respect to the Bulldog Nominations
or any other shareholder proposal for consideration at the continuation of the
Fund’s 2017 annual meeting of shareholders and Bulldog shall refrain from
introducing any proposal or nomination at the continuation of the Fund’s 2017
annual meeting of the shareholders or any adjournment thereof.

(c) Bulldog shall agree to vote at the continuation of the Fund’s 2017
annual meeting of the shareholders or any adjournment thereof: (i) for the
slate of Trustees nominated by the Board of the Fund; and (ii)against any
shareholder proposals not recommended for shareholder approval by the Board
of the Fund.

(d) The Bulldog Parties shall, for the period ending the day after the
completion of the Fund’s 2021 annual shareholder meeting, including any
adjournments or postponements thereof, (i) refrain from directly or indirectly
making or supporting any shareholder proposals concerning the Fund, including,
without limitation, any nomination of a candidate for Trustee of the Board of
Trustees of the Fund (the “Board”); (ii) vote in accordance with the Board’s
and management’s recommendations on any matters affecting the Fund;
(iii) refrain from directly or indirectly soliciting or encouraging others
to vote against the Board’s and management’s recommendations on any matters
affecting the Fund; (iv) refrain from directly or indirectly proposing, or
making any filing with respect to, any form of business combination,
restructuring, recapitalization, dissolution or similar transaction involving
the Fund, including, without limitation, a merger, tender or exchange offer,
open-ending, share repurchase or liquidation of the Fund’s assets;
(v) refrain from granting a proxy with respect to shares of the Fund other
than to officers of, or other persons named as proxies by, the Board;
(vi) refrain from executing any written consent with respect to Fund shares
other than as may be solicited by the Board; (vii) refrain from joining or
participating in a group of unaffiliated third parties concerning the Fund;
(viii) refrain from seeking the removal of any member of the Board;
(ix) refrain from seeking control or influence over the management or
policies of the Fund; and (x) refrain from purchasing, or obtaining voting
control or seeking to obtain voting control over, any additional securities
issued by the Fund.

(e) Notwithstanding the foregoing, however, shares of the Fund held by
Special Opportunities Fund, Inc., and any other closed-end investment company
managed by Bulldog, may be voted in accordance with one of the methods
prescribed in Section 12(d)(1)(E)(iii)(aa) of the Investment Company Act of
1940 if they are required to be voted in accordance with one of those methods.

4. Release of Any Claims; Covenants Not to Sue.

(a) Subject to and upon completion of the Tender Offer, each of the
Bulldog Parties, on behalf of itself, its heirs, beneficiaries, administrators,
personal representatives, successors, assigns, parents, subsidiaries,
shareholders, affiliates, and predecessors, as applicable, in exchange for
the agreements and other consideration in this Agreement, (i) does hereby
compromise, settle, and absolutely, unconditionally, and fully release and
forever discharge each of the Fund Parties and their current and former
respective successors, subsidiaries, affiliates, employees, officers,
directors, trustees, managers, agents, investors and shareholders, and
each of their respective attorneys, administrators, personal representatives,
insurers and assigns (together, the “Released Fund Parties”), of and from
any and all claims, demands, debts, liens, obligations, fees and expenses
(including attorneys’ fees and expenses related to any previously completed
or ongoing litigation involving the parties), harm, injuries, liabilities,
cause or causes of action, whether known or unknown, claimed or alleged,
asserted or unasserted, either at law or in equity, whether statutory, in
contract or in tort, of any kind or character which it has, or owns, or may
now or in the future have or own for any claims arising out of or relating
in any way to the Discussions, the Tender Offer or Bulldog’s acquisition of,
transactions in, ownership of or holdings in the Fund’s ARPS, in each case
arising on or before the completion of the Tender Offer and (ii) acknowledges
and agrees that it will not now or in the future bring any claim, action,
lawsuit, arbitration proceeding or other form of action against any of the
Released Fund Parties, directly or indirectly, arising out of or in any way
connected with any claim or potential claim released under this Agreement as
referenced in sub-paragraph 4(a)(i) above, and that this Agreement is a bar
to any such claim, action, lawsuit, proceeding or other form of action.

(b) Subject to and upon completion of the Tender Offer, each of the Fund
Parties, on behalf of itself, its heirs, beneficiaries, administrators,
personal representatives, successors, assigns, parents, subsidiaries,
shareholders, affiliates, and predecessors, as applicable, in exchange for
the agreements and other consideration in this Agreement, (i) does hereby
compromise, settle, and absolutely, unconditionally, and fully release and
forever discharge each of the Bulldog Parties and their current and former
respective successors, subsidiaries, affiliates, employees, officers,
directors, trustees, managers, agents, investors and shareholders, and each
of their respective attorneys, administrators, personal representatives,
insurers and assigns (together, the “Released Bulldog Parties”), of and
from any and all claims, demands, debts, liens, obligations, fees and
expenses (including attorneys’ fees and expenses related to any previously
completed or ongoing litigation involving the parties), harm, injuries,
liabilities, cause or causes of action, whether known or unknown, claimed
or alleged, asserted or unasserted, either at law or in equity, whether
statutory, in contract or in tort, of any kind or character which it has,
or owns, or may now or in the future have or own for any claims arising
out of or relating in any way to the Discussions, the Tender Offer or
Bulldog’s acquisition of, transactions in, ownership of or holdings in
the Fund’s ARPS, in each case arising on or before the completion of the
Tender Offer and (ii) acknowledges and agrees that it will not now or in
the future bring any claim, action, lawsuit, arbitration proceeding or
other form of action against any of the Released Bulldog Parties, directly
or indirectly, arising out of or in any way connected with any claim or
potential claim released under this Agreement as referenced in sub-paragraph
4(b)(i) above, and that this Agreement is a bar to any such claim, action,
lawsuit, proceeding or other form of action.

(c) The Bulldog Parties and the Fund Parties acknowledge and agree that
the releases and covenants provided in this Section 4 are in no way an
admission or acknowledgment of any liabilities, claims or causes of action
that one party may have against the other.

(d) The provisions of Section 4(a) and Section 4(b) shall not be deemed
to preclude any claim by any party hereto alleging a breach of the terms of
this Agreement.

5. No Disparagement. For a period of four (4) years from and after the
date of this Agreement, Bulldog, on the one hand, and the Fund Parties, on
the other hand, shall refrain from directly or indirectly disparaging,
impugning, or taking any action reasonably likely to damage the reputation
of the other party or its employees or affiliates or the current and former
Trustees or officers of the Fund with respect to the subject matter of the
Discussions, the Tender Offer or Bulldog’s holdings in the Fund’s ARPS,
including relating to prior discussions, actions and communications
regarding the subject matter of Fund proxy contests, governance, management,
performance, compliance and related topics. The foregoing shall not apply
to any compelled testimony or production of information, either by legal
process, subpoena, or as part of a response to a request for information
from any governmental authority with jurisdiction over the party from whom
information is sought.

6. Injunctive Relief. Each party acknowledges that a breach of its
obligations under this Agreement may result in irreparable harm to the
other party for which monetary damages will not be sufficient. Each party
hereto agrees that, in the event of a breach or threatened breach by the
other party of its obligations under this Agreement, the non-breaching
party shall be entitled, in addition to its other rights and remedies
hereunder or at law, to injunctive or other equitable relief, and such
further relief as may be proper from a court of competent jurisdiction,
including specific performance of the obligations set forth in Section 3
of this Agreement.

7. Confidentiality. Until such time this Agreement is filed as an
exhibit to an amendment to the Schedule 13D, as amended, relating to the
Fund filed by Bulldog, the parties agree to keep all terms of this
Agreement confidential and shall not disclose them to any third party,
except (i) for information provided to those of the parties’ attorneys,
accountants, agents, or tax advisors who receive such information under
an obligation to maintain it as confidential and agree to do so; (ii) for
information requested by, or required to be provided to, regulators,
including the U.S. Securities and Exchange Commission; and (iii) that
the Fund Parties may disclose the subject matter of the Tender Offer to
third parties, including to other holders of the Fund’s ARPS and to
service providers and agents who may be engaged to assist in conducting
the Tender Offer, before the Tender Offer is publicly announced. For the
avoidance of doubt, the Bulldog Parties acknowledge that the Fund will
be required to file a copy of this Agreement with its Form TO filings in
connection with the Tender Offer. Each of the Bulldog Parties acknowledges
that the U.S. securities laws generally prohibit any person who has
received from an issuer material, non-public information concerning such
issuer from purchasing or selling securities of such issuer and from
communicating such information to any other person under circumstances
in which it is reasonably foreseeable that such person is likely to
purchase or sell such securities.

8. Term. This Agreement shall terminate on the earlier of (i) July
27, 2017, if the Fund has not on or before that date commenced the Tender
Offer, and (ii) the day after the completion of the Fund’s 2021 annual
shareholder meeting, including any adjournments or postponements thereof,
except, in each case, the parties’ release of any claims and covenants
not to sue under Section 4 hereof and the confidentiality obligations
of the parties under Section 7 hereof shall survive the termination of
this Agreement.

9. Miscellaneous.

(a) Notices. Any notices or other communications required or
permitted hereunder will be deemed to have been properly given and
delivered if in writing by such party or its legal representative
and delivered personally or sent by e-mail or other electronic
communication, or by a nationally recognized overnight courier service
guaranteeing overnight delivery, addressed as follows:

If to a Bulldog Party: Bulldog Investors, LLC
Park 80 West – Plaza Two
250 Pehle Avenue, Suite 708
Saddle Brook, NJ 07663
Attn: Phillip Goldstein
E-mail: PGoldstein@bulldoginvestors.com

If to a Fund Party: Putnam Investment Management, LLC
One Post Office Square
Boston, Massachusetts 02109
E-mail: Robert_Burns@putnam.com

(b) No Assignment; Binding Effect. No party shall assign this Agreement
or its rights hereunder without the express written consent of the other
parties. This Agreement is binding upon and inures to the benefit of the
parties hereto and their respective heirs, legal representatives, executors,
administrators, successors and assigns.

(c) Agreement Separable. In the event that any one or more of the
provisions of this Agreement shall for any reasons be held to be invalid,
illegal or unenforceable, the remaining provisions of this Agreement shall
be unimpaired, and the invalid, illegal or unenforceable provision or
provisions shall be replaced by a mutually acceptable provision, which
being valid, legal and enforceable, comes closest to the economic effect
and intent of the parties underlying the invalid, illegal or unenforceable
provision or provisions. This Agreement will not be binding on the parties
unless and until it is approved on behalf of the Fund by action of its Board.
In that regard, Putnam Management, in its capacity as investment manager for
the Fund, will recommend that the Fund’s Board approve this Agreement.

(d) Counterparts. This Agreement may be executed in any number of
counterparts, each of which will, for all purposes, be deemed to be an
original. Facsimile or electronic signatures shall have the same force
and effect as executed originals.

(e) Governing Law. The validity of this Agreement, the construction and
enforcement of its terms, and the interpretations of the rights and duties
of the parties shall be governed by the laws of the Commonwealth of
Massachusetts, without regard to conflicts of law rules. The parties
hereto agree that the defendant shall determine the proper forum for any
legal controversy arising in connection with this Agreement, and the
parties hereby consent to the exclusive jurisdiction of such court for
such purposes, provided that such forum must be in either a federal court
in the borough of Manhattan, New York or a state or federal court in Boston,
Massachusetts. To the fullest extent permitted by applicable law, each of
the parties hereto hereby irrevocably waives any and all right to trial by
jury in any suit, action or proceeding arising under this Agreement.

(f) Entire Agreement. This Agreement constitutes the entire agreement
between the parties with respect to the matters set forth herein, and there
are no other covenants, agreements, promises, terms and provisions,
conditions, undertakings or understandings, either oral or written, between
them other than those herein set forth. No subsequent alteration, amendment,
change, deletion or addition to this Agreement shall be binding upon the
parties unless in writing and signed by the parties.

(g) Further Assurances. Each party covenants, on behalf of itself and
its successors and assigns, to take all actions and do all things, and to
promptly and duly execute, acknowledge and deliver any and all such further
instruments and documents necessary or proper to achieve the purposes and
objectives of this Agreement.

(h) Massachusetts Business Trust Matters. A copy of the Amended and
Restated Agreement and Declaration of Trust of the Fund is on file with
the Secretary of State of The Commonwealth of Massachusetts, and notice
is hereby given that this instrument is executed on behalf of the Trustees
of the Fund as Trustees and not individually and that the obligations of
the Fund under this instrument are not binding upon any of the Trustees,
officers or shareholders of the Fund individually, but are binding only
upon the assets and property of the Fund.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above, and each party represents and acknowledges that
it possesses the requisite authority to execute this Agreement.

Putnam Municipal Opportunities Trust

By: /s/ Michael Higgins, Treasurer & Clerk of the Fund

Date: May 24, 2017

Putnam Investment Management, LLC

By: /s/ Robert T. Burns, Chief Legal Officer and General Counsel

Date: May 24, 2017

Bulldog Investors, LLC

By: /s/ Phillip Goldstein, Member

Date: May 24, 2017

Full Value Partners, L.P.

By: /s/ Phillip Goldstein, Member of G.P.

Date: May 24, 2017

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