UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-07626
Putnam Municipal Opportunities Trust
(Exact name of registrant as specified in charter)
100 Federal Street, Boston, Massachusetts 02110
(Address of principal executive offices) (Zip code)
Marc A. De Oliveira
Franklin Templeton
100 First Stamford Place
Stamford, CT 06902
(Name and address of agent for service)
Registrant’s telephone number, including area
code: (617) 292-1000
Date of fiscal year end: April 30
Date of reporting period: April 30, 2025
| ITEM 1. |
REPORT TO STOCKHOLDERS. |
(a) The Report to Shareholders is filed
herewith
Putnam
Municipal
Opportunities
Trust
April
30,
2025
Not
FDIC
Insured
No
Bank
Guarantee
May
Lose
Value
Managed
Distribution
Policy
:
The
Fund
has
implemented
a
managed
distribution
plan
whereby
the
Fund
will
distribute
a
level
distribution
amount
to
shareholders.
Until
April
30,
2025,
the
Fund
made
monthly
distributions
to
shareholders
at
the
rate
of
$0.035
per
share.
Effective
May
1,
2025,
the
Fund
intends
to
make
monthly
distributions
to
shareholders
at
the
rate
of
$0.0393
per
share.
Management
will
generally
distribute
amounts
necessary
to
satisfy
the
Fund's
plan
and
the
requirements
prescribed
by
excise
tax
rules
and
Subchapter
M
of
the
Internal
Revenue
Code.
The
plan
is
intended
to
provide
shareholders
with
a
consistent
distribution
each
month
and
is
intended
to
narrow
the
discount
between
the
market
price
and
the
NAV
of
the
Fund's
common
shares,
but
there
is
no
assurance
that
the
plan
will
be
successful
in
doing
so.
Under
the
managed
distribution
plan,
to
the
extent
that
sufficient
investment
income
is
not
available
on
a
monthly
basis,
the
Fund
will
distribute
long-term
capital
gains
and/or
return
of
capital
in
order
to
maintain
its
managed
distribution
rate.
No
conclusions
should
be
drawn
about
the
Fund's
investment
performance
from
the
amount
of
the
Fund's
distributions
or
from
the
terms
of
the
Fund's
managed
distribution
plan.
The
Board
may
amend
the
terms
of
the
Plan
or
terminate
the
Plan
at
any
time
without
prior
notice
to
the
Fund’s
shareholders,
however,
at
this
time
there
are
no
reasonably
foreseeable
circumstances
that
might
cause
the
termination
of
the
Plan.
The
amendment
or
termination
of
the
Plan
could
have
an
adverse
effect
on
the
market
price
of
the
Fund’s
common
shares.
The
Plan
will
be
subject
to
the
periodic
review
by
the
Board,
including
a
yearly
review
of
the
annual
minimum
fixed
rate
to
determine
if
an
adjustment
should
be
made.
Shareholders
should
not
draw
any
conclusions
about
the
Fund’s
investment
performance
from
the
amount
of
the
current
distribution
or
from
the
terms
of
the
Fund’s
Plan.
The
Fund
will
send
a
Form
1099-DIV
to
shareholders
for
the
calendar
year
that
will
describe
how
to
report
the
Fund’s
distributions
for
federal
income
tax
purposes.
Please
see
the
"Important
Information
to
Shareholders"
section
for
additional
information.
Contents
Fund
Overview
2
Performance
Summary
4
Financial
Highlights
and
Schedule
of
Investments
7
Financial
Statements
20
Notes
to
Financial
Statements
23
Report
of
Independent
Registered
Public
Accounting
Firm
33
Tax
Information
34
Important
Information
to
Shareholders
35
Annual
Meeting
of
Shareholders
41
Dividend
Reinvestment
and
Cash
Purchase
Plan
42
Board
Members
and
Officers
44
Shareholder
Information
48
Visit
franklintempleton.com
for
fund
updates,
to
access
your
account,
or
to
find
helpful
financial
planning
tools.
Putnam
Municipal
Opportunities
Trust
Dear
Shareholder,
This
annual
report
for
Putnam
Municipal
Opportunities
Trust
covers
the
fiscal
year
ended
April
30,
2025
.
Fund
Overview
Q.
What
is
the
Fund's
investment
strategy?
A.
The
goal
of
the
Fund
is
to
seek
as
high
a
level
of
current
income
exempt
from
federal
income
tax
consistent
with
preservation
of
capital.
The
Fund
intends
to
achieve
its
objective
by
investing
in
a
portfolio
of
investment-grade
and
some
below
investment-grade
municipal
bonds.
The
Fund
also
uses
leverage,
primarily
by
issuing
preferred
shares
in
an
effort
to
enhance
the
returns
for
the
common
shareholders.
The
Fund’s
shares
trade
on
a
stock
exchange
at
market
prices,
which
may
be
lower
than
the
Fund’s
net
asset
value.
The
Fund’s
use
of
leverage
involves
risks,
which
are
discussed
in
more
detail
below,
and
may
increase
the
volatility
of
the
Fund’s
net
asset
value.
Q.
What
were
the
overall
market
conditions
during
the
Fund's
reporting
period?
A.
Over
the
period
under
review,
the
political
backdrop
of
most
fixed
income
markets,
including
the
municipal
(muni)
bond
market,
was
a
significant
driver
of
volatility.
The
run
up
to
the
U.S.
presidential
election
caused
muni
bond
valuations
to
fluctuate.
The
presidential
election
in
November
2024
and
subsequent
inauguration
added
to
turmoil
in
the
muni
bond
market.
U.S.
Treasury
(UST)
yields
fell
dramatically
across
the
period
with
the
benchmark
10-year
yield
falling
52
basis
points.
Although
tariffs
received
the
most
attention
in
the
news,
there
were
other
policies
that
have
the
potential
to
impact
muni
returns
going
forward.
The
cuts
to
federal
government
employment
could
directly
impact
financial
health
in
areas
such
as
Washington
D.C.
and
Virginia,
in
our
view.
Additionally,
the
President
has
floated
the
idea
of
removing
the
tax-exempt
status
of
muni
bonds
which
we
believe
would
have
strong
negative
impacts
on
valuations.
Q.
How
did
we
respond
to
these
changing
market
conditions?
A.
The
Fund
maintained
an
overweight
to
lower
investment-
grade
(IG)
and
the
highest
rated
portions
of
the
high-yield
(HY)
universe,
while
remaining
underweight
both
highly
rated
IG
and
the
most
speculative
portions
of
the
HY
market.
The
Fund
carried
overweight’s
in
housing,
continuing
care
retirement
communities,
and
higher
education
sectors.
The
Fund’s
curve
positioning
was
relatively
bulleted,
maintaining
an
overweight
10-20
years
on
the
curve
and
underweight
both
the
very
front
and
long-end
of
the
curve.
Performance
Overview
For
the
12
months
under
review,
the
Fund’s
cumulative
total
returns
were
+1.43%
based
on
net
asset
value
and
+6.46%
based
on
market
price.
For
comparison,
the
Bloomberg
Municipal
Bond
Index,
which
is
a
market
value-weighted
index
of
tax-exempt,
investment-grade
municipal
bonds
with
maturities
of
one
year
or
more,
posted
a
+1.66%
cumulative
total
return
1
.
You
can
find
the
Fund’s
long-term
performance
data
in
the
Performance
Summary
on
page
4
.
The
Fund
has
implemented
a
managed
distribution
plan
whereby
the
Fund
will
distribute
a
level
distribution
amount
to
shareholders.
Until
April
30,
2025,
the
Fund
made
monthly
distributions
to
shareholders
at
the
rate
of
$0.035
per
share.
Effective
May
1,
2025,
the
Fund
intends
to
make
monthly
distributions
to
shareholders
at
the
rate
of
$0.0393
per
share.
Management
will
generally
distribute
amounts
necessary
to
satisfy
the
Fund’s
plan
and
the
requirements
prescribed
by
excise
tax
rules
and
Subchapter
M
of
the
Internal
Revenue
Code.
The
plan
is
intended
to
provide
shareholders
with
a
consistent
distribution
each
month
and
is
intended
to
narrow
the
discount
between
the
market
price
and
the
NAV
of
the
Fund’s
common
shares,
Portfolio
Composition
4/30/25
%
of
Total
Investments
Health
Care
17.85%
Transportation
15.71%
Housing
12.86%
Education
12.19%
Lease
10.53%
Industrial
Development
Revenue
and
Pollution
Control
7.88%
Special
Tax
6.19%
Other
Revenue
Bonds
5.10%
Utilities
4.90%
State
General
Obligation
3.83%
Local
2.33%
Refunded
0.33%
Exchange
Traded
Fund
0.03%
Other
0.27%
1.
Source:
Morningstar.
The
index
is
unmanaged
and
includes
reinvestment
of
any
income
or
distributions.
It
does
not
reflect
any
fees,
expenses
or
sales
charges.
One
cannot
invest
directly
in
an
index,
and
an
index
is
not
representative
of
the
Fund’s
portfolio.
Important
data
provider
notices
and
terms
available
at
www.franklintempletondatasources.com.
The
dollar
value,
number
of
shares
or
principal
amount,
and
names
of
all
portfolio
holdings
are
listed
in
the
Fund’s
Schedule
of
Investments
(SOI).
The
SOI
begins
on
page
8
.
Putnam
Municipal
Opportunities
Trust
but
there
is
no
assurance
that
the
plan
will
be
successful
in
doing
so.
For
the
fiscal
year
ended
April
30,
2025,
the
Fund
made
distributions
to
shareholders
totaling
$0.42
per
share
of
which
$0.1018
will
be
treated
as
a
return
of
capital
for
tax
purposes.
A
return
of
capital
distribution
does
not
necessarily
reflect
the
Fund's
investment
performance
and
should
not
be
confused
with
“yield”
or
“income”.
The
Fund
sends
a
Form
1099-DIV
to
shareholders
each
calendar
year
describing
how
to
report
the
Fund's
distributions
for
federal
income
tax
purposes.
Please
see
“Important
Information
to
Shareholders”
section
for
additional
information.
Performance
data
represent
past
performance,
which
does
not
guarantee
future
results.
Investment
return
and
principal
value
will
fluctuate,
and
you
may
have
a
gain
or
loss
when
you
sell
your
shares.
Current
performance
may
differ
from
figures
shown.
Q.
What
were
the
leading
contributors
to
performance?
A.
Over
the
period,
tightening
muni
spreads
contributed
to
performance.
Q.
What
were
the
leading
detractors
from
performance?
A.
The
Fund
maintained
a
modestly
long
duration
position
over
the
period
which
detracted
from
performance.
Q.
Were
there
any
significant
changes
to
the
Fund
during
the
reporting
period?
A.
There
were
no
significant
changes
to
the
Fund’s
overall
positioning
and
portfolio
construction
process
over
the
period.
Effective
September
30,
2024,
James
Conn,
Francisco
Rivera,
Daniel
Workman
and
Benjamin
C.
Barber
were
added
as
portfolio
managers
of
the
Fund.
Effective
May
30,
2025,
Paul
M
Drury
is
anticipated
to
retire
and
step
down
as
a
member
of
the
Fund’s
portfolio
management
team.
Thank
you
for
your
continued
participation
in
Putnam
Municipal
Opportunities
Trust.
We
look
forward
to
serving
your
future
investment
needs.
Sincerely,
Garrett
L
Hamilton,
CFA
Paul
M
Drury,
CFA
James
Conn,
CFA
Francisco
Rivera
Daniel
Workman,
CFA
Benjamin
C.
Barber,
CFA
Portfolio
Management
Team
The
foregoing
information
reflects
our
analysis,
opinions
and
portfolio
holdings
as
of
April
30,
2025,
the
end
of
the
reporting
period.
The
way
we
implement
our
main
investment
strategies
and
the
resulting
portfolio
holdings
may
change
depending
on
factors
such
as
market
and
economic
conditions.
These
opinions
may
not
be
relied
upon
as
investment
advice
or
an
offer
for
a
particular
security.
The
information
is
not
a
complete
analysis
of
every
aspect
of
any
market,
country,
industry,
security
or
the
Fund.
Statements
of
fact
are
from
sources
considered
reliable,
but
the
investment
manager
makes
no
representation
or
warranty
as
to
their
completeness
or
accuracy.
Although
historical
performance
is
no
guarantee
of
future
results,
these
insights
may
help
you
understand
our
investment
management
philosophy.
CFA
®
is
a
trademark
owned
by
CFA
Institute.
Performance
Summary
as
of
April
30,
2025
Putnam
Municipal
Opportunities
Trust
Total
return
reflects
reinvestment
of
the
Fund’s
dividends
and
capital
gain
distributions,
if
any,
and
any
unrealized
gains
or
losses.
Total
returns
do
not
reflect
any
sales
charges
paid
at
inception
or
brokerage
commissions
paid
on
secondary
market
purchases.
The
performance
tables
and
graph
do
not
reflect
any
taxes
that
a
shareholder
would
pay
on
Fund
dividends,
capital
gain
distributions,
if
any,
or
any
realized
gains
on
the
sale
of
Fund
shares.
Your
dividend
income
will
vary
depending
on
dividends
or
interest
paid
by
securities
in
the
Fund’s
portfolio,
adjusted
for
operating
expenses.
Capital
gain
distributions
are
net
profits
realized
from
the
sale
of
portfolio
securities.
Performance
as
of
4/30/25
1
Performance
data
represent
past
performance,
which
does
not
guarantee
future
results.
Investment
return
and
principal
value
will
fluctuate,
and
you
may
have
a
gain
or
loss
when
you
sell
your
shares.
Current
performance
may
differ
from
figures
shown.
Share
Prices
Cumulative
Total
Return
2
Average
Annual
Total
Return
2
Based
on
NAV
3
Based
on
market
price
4
Based
on
NAV
3
Based
on
market
price
4
1-Year
+1.43%
+6.46%
+1.43%
+6.46%
5-Year
+10.50%
+9.10%
+2.02%
+1.76%
10-Year
+32.59%
+36.86%
+2.86%
+3.19%
Symbol:
PMO
4/30/25
4/30/24
Change
Net
Asset
Value
(NAV)
$10.92
$11.17
-$0.25
Market
Price
(NYSE)
$9.94
$9.72
+$0.22
Distributions
Per
Share
(5/1/24–4/30/25)
Net
Investment
Income
Tax
Return
of
Capital
Total
$0.3182
$0.1018
$0.4200
Distributions
Per
Remarketed
Preferred
Share
(5/1/24–4/30/25)
Income
Total
Series
B
(2,876
shares)
$1,396.25
$1,396.25
Series
C
(2,673
shares)
$1,390.93
$1,390.93
See
page
6
for
Performance
Summary
footnotes.
Putnam
Municipal
Opportunities
Trust
Performance
Summary
See
page
6
for
Performance
Summary
footnotes.
Total
Return
Index
Comparison
for
a
Hypothetical
$10,000
Investment
Total
return
represents
the
change
in
value
of
an
investment
over
the
periods
shown.
It
includes
any
applicable
maximum
sales
charge,
Fund
expenses,
account
fees
and
reinvested
distributions.
The
unmanaged
index
includes
reinvestment
of
any
income
or
distributions.
It
differs
from
the
Fund
in
composition
and
does
not
pay
management
fees
or
expenses.
One
cannot
invest
directly
in
an
index.
04/30/15–04/30/25
Putnam
Municipal
Opportunities
Trust
Performance
Summary
Events
such
as
the
spread
of
deadly
diseases,
disasters,
and
financial,
political
or
social
disruptions,
may
heighten
risks
and
adversely
affect
performance.
The
Fund
is
actively
managed
but
there
is
no
guarantee
that
the
manager's
investment
decisions
will
produce
the
desired
results.
All
investments
involve
risks,
including
possible
loss
of
principal.
Fixed
income
securities
involve
interest
rate,
credit,
inflation
and
reinvestment
risks,
and
possible
loss
of
principal.
As
interest
rates
rise,
the
value
of
fixed
income
securities
falls.
Low-rated,
high-yield
bonds
are
subject
to
greater
price
volatility,
illiquidity
and
possibility
of
default.
Active
management
does
not
ensure
gains
or
protect
against
market
declines.
An
investor
may
be
subject
to
the
federal
Alternative
Minimum
Tax,
and
state
and
local
taxes
may
apply.
These
and
other
risks
are
discussed
in
the
Fund’s
prospectus.
1.
Gross
expenses
are
the
Fund’s
total
annual
operating
expenses
as
of
the
Fund's
annual
report
available
at
the
time
of
publication.
Actual
expenses
may
be
higher
and
may
impact
portfolio
returns.
Net
expenses
reflect
contractual
fee
waivers,
expense
caps
and/or
reimbursements,
which
cannot
be
terminated
prior
to
6/30/25
without
Board
consent.
Additional
amounts
may
be
voluntarily
waived
and/or
reimbursed
and
may
be
modified
or
discontinued
at
any
time
without
notice.
2.
Total
return
calculations
represent
the
cumulative
and
average
annual
changes
in
value
of
an
investment
over
the
periods
indicated.
Return
for
less
than
one
year,
if
any,
has
not
been
annualized.
3.
Assumes
reinvestment
of
distributions
based
on
net
asset
value.
4.
Assumes
reinvestment
of
distributions
based
on
the
dividend
reinvestment
and
cash
purchase
plan.
5.
Source:
Morningstar.
Bloomberg
Municipal
Bond
Index
is
a
market
value-weighted
index
of
tax-exempt,
investment-grade
municipal
bonds
with
maturities
of
one
year
or
more.
Important
data
provider
notices
and
terms
available
at
www.franklintempletondatasources.com.
Putnam
Municipal
Opportunities
Trust
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Annual
Report
a
Year
Ended
April
30,
2025
2024
2023
2022
2021
Per
common
share
operating
performance
(for
a
common
share
outstanding
throughout
the
year)
Net
asset
value,
beginning
of
year
...................
$11.17
$11.17
$11.63
$13.95
$12.49
Income
from
investment
operations:
Net
investment
income
a
.........................
0.62
0.56
0.49
0.45
0.48
Net
realized
and
unrealized
gains
(losses)
...........
(0.32)
0.03
(0.18)
(2.13)
1.76
Distributions
to
preferred
shareholders
from:
Net
investment
income
..........................
(0.26)
(0.26)
(0.16)
(0.01)
(0.01)
Net
realized
gains
.............................
—
—
—
—
b
—
Total
from
investment
operations
....................
0.04
0.33
0.15
(1.69)
2.23
Less
distributions
to
common
shareholders
from:
Net
investment
income
..........................
(0.32)
(0.29)
(0.53)
(0.40)
(0.66)
Net
realized
gains
.............................
—
—
—
(0.23)
(0.11)
Tax
return
of
capital
............................
(0.10)
(0.13)
(0.09)
—
—
Total
distributions
...............................
(0.42)
(0.42)
(0.62)
(0.63)
(0.77)
Repurchase
of
shares
(Note
2
)
.....................
0.13
0.09
0.01
—
b
—
Net
asset
value,
end
of
year
.......................
$10.92
$11.17
$11.17
$11.63
$13.95
Market
value,
end
of
year
c
.........................
$9.94
$9.72
$10.29
$10.69
$13.72
Total
return
(based
on
net
asset
value
per
share)
d
.......
1.43%
(1.46)%
1.83%
(18.22)%
24.88%
Total
return
(based
on
market
value
per
share)
d
.........
6.46%
3.90%
1.56%
(12.60)%
18.13%
Ratios
to
average
net
assets
applicable
to
common
shares
e,f
Expenses
before
waiver
and
payments
by
affiliates
......
1.12%
1.17%
1.33%
0.99%
1.00%
Expenses
net
of
waiver
and
payments
by
affiliates
g
......
0.92%
h
0.96%
h
1.20%
h
0.99%
0.97%
h
Net
investment
income
...........................
3.15%
2.76%
3.02%
3.23%
3.46%
Supplemental
data
Net
assets
applicable
to
common
shares,
end
of
year
(000’s)
$306,493
$346,949
$377,416
$394,832
$475,965
Portfolio
turnover
rate
............................
18%
51%
36%
32%
22%
a
Based
on
average
daily
common
shares
outstanding.
b
Amount
rounds
to
less
than
$0.01
per
share.
c
Based
on
the
last
sale
on
the
New
York
Stock
Exchange.
d
The
Market
Value
Total
Return
is
calculated
assuming
a
purchase
of
common
shares
on
the
opening
of
the
first
business
day
and
a
sale
on
the
closing
of
the
last
business
day
of
each
period.
Dividends
and
distributions
are
assumed
for
the
purposes
of
this
calculation
to
be
reinvested
at
prices
obtained
under
the
Fund's
Dividend
Reinvestment
and
Cash
Purchase
Plan.
Net
Asset
Value
Total
Return
is
calculated
on
the
same
basis,
except
that
the
Fund's
net
asset
value
is
used
on
the
purchase,
sale
and
dividend
reinvestment
dates
instead
of
market
value.
Total
return
does
not
reflect
brokerage
commissions
or
sales
charges
in
connection
with
the
purchase
or
sale
of
Fund
shares.
e
Based
on
income
and
expenses
applicable
to
both
common
and
preferred
shares.
f
Ratios
reflect
net
assets
available
to
common
shares
only;
net
investment
income
ratio
also
reflects
reduction
for
dividend
payments
to
preferred
shareholders.
g
Benefit
of
expense
reduction
rounds
to
less
than
0.01%.
h
Reflects
waivers
of
certain
Fund
expenses
in
connection
with
the
Fund's
remarketed
preferred
shares
(Note
3).
Putnam
Municipal
Opportunities
Trust
Schedule
of
Investments,
April
30,
2025
Annual
Report
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
a
a
Principal
Amount
a
Value
a
a
a
a
a
Municipal
Bonds
146.1%
Alaska
1.8%
Alaska
Industrial
Development
&
Export
Authority
,
Dena'
Nena'
Henash
,
Revenue
,
2019
A
,
4
%
,
10/01/44
...............................................
$
6,050,000
$
5,338,857
Arizona
3.7%
Arizona
Industrial
Development
Authority
,
a
BASIS
Schools,
Inc.
Obligated
Group,
Revenue,
144A,
2017
D,
Refunding,
5%,
7/01/51
........................................................
510,000
476,942
Equitable
School
Revolving
Fund
LLC
Obligated
Group,
Revenue,
2021
A,
4%,
11/01/46
.......................................................
2,855,000
2,465,185
KIPP
NYC
Public
Charter
Schools,
Revenue,
2021
B,
4%,
7/01/41
.............
720,000
643,688
a
Industrial
Development
Authority
of
the
City
of
Phoenix
Arizona
(The)
,
BASIS
Schools,
Inc.
Obligated
Group
,
Revenue
,
144A,
2015
A
,
Refunding
,
5
%
,
7/01/35
.........
1,000,000
1,000,336
a
Industrial
Development
Authority
of
the
County
of
Pima
(The)
,
La
Posada
at
Park
Centre,
Inc.
Obligated
Group,
Revenue,
144A,
2022
A,
6.25%,
11/15/35
.......................................................
1,750,000
1,841,323
La
Posada
at
Park
Centre,
Inc.
Obligated
Group,
Revenue,
144A,
2022
A,
7%,
11/15/57
.......................................................
350,000
369,507
Maricopa
County
Industrial
Development
Authority
,
a
Grand
Canyon
University
Obligated
Group,
Revenue,
144A,
2024,
7.375%,
10/01/29
2,050,000
2,130,278
Horizon
Community
Learning
Center,
Inc.,
Revenue,
2016,
Refunding,
5%,
7/01/35
750,000
751,396
Reid
Traditional
Schools
Obligated
Group,
Revenue,
2016,
5%,
7/01/36
.........
350,000
344,355
Salt
Verde
Financial
Corp.
,
Revenue
,
2007-1
,
5.5
%
,
12/01/29
..................
1,350,000
1,434,045
11,457,055
California
8.1%
a
California
Community
Housing
Agency
,
Aster
Apartments
,
Revenue,
Senior
Lien
,
144A,
2021
A-1
,
4
%
,
2/01/56
..............................................
550,000
450,879
California
Housing
Finance
Agency
,
Revenue
,
2021-1
,
A
,
3.5
%
,
11/20/35
..........
1,967,900
1,873,151
California
Municipal
Finance
Authority
,
HumanGood
California
Obligated
Group,
Revenue,
2021,
4%,
10/01/49
.........
2,700,000
2,292,193
Terry
Manor
Senior
Housing
LP,
Revenue,
2024
A,
FNMA
Insured,
4.2%,
8/01/40
..
2,885,000
2,796,909
City
of
Long
Beach
,
Airport
System,
Revenue,
2022
C,
AGMC
Insured,
5%,
6/01/42
...............
750,000
760,059
Airport
System,
Revenue,
2022
C,
AGMC
Insured,
5.25%,
6/01/47
.............
1,250,000
1,282,461
City
of
Los
Angeles
,
Community
Facilities
District
No.
11
,
Special
Tax
,
2021
,
4
%
,
9/01/38
.........................................................
1,000,000
933,252
a
CSCDA
Community
Improvement
Authority
,
1818
Platinum
Triangle-Anaheim,
Revenue,
Senior
Lien,
144A,
2021
A-2,
3.25%,
4/01/57
........................................................
1,270,000
895,848
Cameo/Garrison
Apartments,
Revenue,
Senior
Lien,
144A,
2021
A-2,
3%,
3/01/57
.
1,250,000
785,823
Dublin,
Revenue,
Senior
Lien,
144A,
2021
A-2,
3%,
2/01/57
..................
1,900,000
1,274,071
Jefferson
Platinum
Triangle
Apartments,
Revenue,
144A,
2021
A-2,
3.125%,
8/01/56
1,425,000
1,037,454
Parallel-Anaheim,
Revenue,
144A,
2021
A,
4%,
8/01/56
.....................
2,815,000
2,408,815
Pasadena
Portfolio,
Revenue
,
Senior
Lien,
144A,
2021
A-2,
3%,
12/01/56
.......
2,635,000
1,741,296
San
Francisco
City
&
County
Airport
Comm-San
Francisco
International
Airport
,
Revenue,
Second
Series
,
2023
C
,
Refunding
,
5.5
%
,
5/01/39
.................
5,765,000
6,214,502
24,746,713
Colorado
4.3%
City
&
County
of
Denver
,
Airport
System,
Revenue,
2022
A,
5.5%,
11/15/35
.........................
1,500,000
1,661,387
Airport
System,
Revenue,
2022
A,
5%,
11/15/37
...........................
1,025,000
1,066,113
Airport
System,
Revenue,
2022
A,
5.5%,
11/15/38
.........................
1,500,000
1,633,659
Airport
System,
Revenue,
2022
A,
4.125%,
11/15/47
.......................
5,000,000
4,511,201
Putnam
Municipal
Opportunities
Trust
Schedule
of
Investments
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Annual
Report
a
a
Principal
Amount
a
Value
a
a
a
a
a
Municipal
Bonds
(continued)
Colorado
(continued)
Colorado
Health
Facilities
Authority
,
Christian
Living
Neighborhoods
Obligated
Group
,
Revenue
,
2016
,
Refunding
,
5
%
,
1/01/37
.................................
$
550,000
$
550,343
Public
Authority
for
Colorado
Energy
,
Revenue
,
2008
,
6.5
%
,
11/15/38
............
2,250,000
2,629,261
Regional
Transportation
District
,
Denver
Transit
Partners
LLC
,
Revenue
,
2020
A
,
Refunding
,
3
%
,
7/15/37
.............................................
850,000
729,996
Sterling
Ranch
Community
Authority
Board
,
Sterling
Ranch
Colorado
Metropolitan
District
No.
2
,
Revenue
,
2020
A
,
Refunding
,
4.25
%
,
12/01/50
.................
550,000
466,785
13,248,745
Connecticut
0.7%
a
Harbor
Point
Infrastructure
Improvement
District
,
Tax
Allocation
,
144A,
2017
,
Refunding
,
5
%
,
4/01/39
.............................................
2,000,000
2,002,473
Florida
5.9%
a
Capital
Trust
Authority
,
Madrone
Florida
Tech
Student
Housing
I
LLC
,
Revenue
,
144A,
2025
A
,
5.375
%
,
7/01/65
............................................
185,000
171,253
a
County
of
Palm
Beach
,
Provident
Group-PBAU
Properties
LLC
,
Revenue
,
144A,
2019
A
,
5
%
,
4/01/39
....................................................
1,600,000
1,493,417
Florida
Development
Finance
Corp.
,
a
Revenue,
144A,
2021
A,
4%,
7/01/51
...................................
500,000
402,005
River
City
Education
Obligated
Group,
Revenue,
2022
B,
Refunding,
5%,
7/01/42
.
460,000
457,143
River
City
Education
Obligated
Group,
Revenue,
2022
B,
Refunding,
5%,
7/01/51
.
1,300,000
1,240,401
River
City
Education
Obligated
Group,
Revenue,
2022
B,
Refunding,
5%,
7/01/57
.
680,000
641,896
Shands
Jacksonville
Medical
Center
Obligated
Group,
Revenue,
2022
A,
Refunding,
5%,
2/01/52
....................................................
1,500,000
1,401,927
Florida
Higher
Educational
Facilities
Financial
Authority
,
Florida
Institute
of
Technology,
Inc.,
Revenue,
2019,
4%,
10/01/39
.............
800,000
712,753
St.
Leo
University,
Inc.
Obligated
Group,
Revenue,
2019,
Refunding,
5%,
3/01/44
..
1,500,000
1,147,422
Halifax
Hospital
Medical
Center
,
Halifax
Hospital
Medical
Center
Obligated
Group
,
Revenue
,
2016
,
Refunding
,
5
%
,
6/01/36
.................................
2,250,000
2,256,870
Lakewood
Ranch
Stewardship
District
,
Assessments
,
Special
Assessment
,
2023
,
6.3
%
,
5/01/54
.........................................................
1,335,000
1,386,155
Palermo
Community
Development
District
,
Assessment
Area
2
,
Special
Assessment
,
2025
,
5.5
%
,
6/15/55
................................................
250,000
236,740
Palm
Beach
County
Health
Facilities
Authority
,
Jupiter
Medical
Center
Obligated
Group
,
Revenue
,
2022
,
5
%
,
11/01/47
........................................
1,515,000
1,486,459
Pinellas
County
Industrial
Development
Authority
,
Drs
Kiran
&
Pallavi
Patel
2017
Foundation
for
Global
Understanding,
Inc.
,
Revenue
,
2019
,
5
%
,
7/01/39
.........
500,000
488,300
a
Southeast
Overtown
Park
West
Community
Redevelopment
Agency
,
Tax
Allocation
,
144A,
2014
A-1
,
5
%
,
3/01/30
.........................................
305,000
305,331
a
Village
Community
Development
District
No.
13
,
Phase
II
,
Special
Assessment
,
144A,
2020
,
3
%
,
5/01/35
.................................................
2,400,000
2,103,691
a
Village
Community
Development
District
No.
15
,
Special
Assessment,
144A,
2024,
4.55%,
5/01/44
.........................
500,000
477,963
Phase
I,
Special
Assessment,
144A,
2023,
5%,
5/01/43
.....................
1,000,000
1,000,403
Volusia
County
Educational
Facility
Authority
,
Embry-Riddle
Aeronautical
University,
Inc.
,
Revenue
,
2020
A
,
Refunding
,
4
%
,
10/15/39
..........................
600,000
587,767
Woodcreek
Community
Development
District
,
Assessment
Area
2
,
Special
Assessment
,
2025
,
5.5
%
,
5/01/55
.....................................
200,000
187,819
18,185,715
Putnam
Municipal
Opportunities
Trust
Schedule
of
Investments
Annual
Report
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
a
a
Principal
Amount
a
Value
a
a
a
a
a
Municipal
Bonds
(continued)
Georgia
5.3%
DeKalb
County
Housing
Authority
,
HADC
1086
on
Montreal
LLC
,
Revenue
,
2024
,
4
%
,
3/01/34
......................................................
$
5,000,000
$
4,872,060
Gainesville
&
Hall
County
Hospital
Authority
,
Northeast
Georgia
Health
System
Obligated
Group
,
Revenue
,
2021
A
,
3
%
,
2/15/51
..........................
2,330,000
1,655,780
b
Main
Street
Natural
Gas,
Inc.
,
Revenue
,
2023
E-1
,
Mandatory
Put
,
5
%
,
6/01/31
.....
2,670,000
2,801,139
Municipal
Electric
Authority
of
Georgia
,
Revenue,
2021
A,
Refunding,
4%,
1/01/51
...............................
500,000
434,894
Revenue,
2021
A,
Refunding,
5%,
1/01/56
...............................
650,000
639,218
Revenue,
2023
A,
AGMC
Insured,
5%,
7/01/53
............................
1,500,000
1,534,653
Revenue,
2023
A,
AGMC
Insured,
5%,
7/01/55
............................
1,700,000
1,739,307
Revenue,
2024
A,
Refunding,
5.25%,
1/01/49
.............................
1,000,000
1,052,026
Paulding
County
Hospital
Authority
,
WellStar
Health
System
Obligated
Group
,
Revenue
,
2022
A
,
Refunding
,
5
%
,
4/01/43
...............................
1,400,000
1,429,833
16,158,910
Hawaii
1.2%
City
&
County
Honolulu
,
Wastewater
System
,
Revenue,
Senior
Lien
,
2025
A
,
Refunding
,
5
%
,
7/01/37
.............................................
2,000,000
2,228,767
State
of
Hawaii
,
Harbor
System
,
Revenue
,
2020
A
,
Refunding
,
4
%
,
7/01/34
........
1,625,000
1,557,702
3,786,469
Illinois
11.9%
Chicago
Board
of
Education
,
GO,
2015
C,
5.25%,
12/01/39
........................................
2,250,000
2,169,291
GO,
2017
H,
5%,
12/01/36
...........................................
500,000
484,387
Chicago
Midway
International
Airport
,
Revenue,
Senior
Lien
,
2023
C
,
Refunding
,
5
%
,
1/01/40
.........................................................
2,250,000
2,300,617
Chicago
O'Hare
International
Airport
,
Revenue,
Senior
Lien,
2018
A,
Refunding,
5%,
1/01/37
.....................
300,000
305,034
Customer
Facility
Charge,
Revenue,
Senior
Lien,
2023,
Refunding,
BAM
Insured,
5.25%,
1/01/41
..................................................
1,950,000
2,104,067
Customer
Facility
Charge,
Revenue,
Senior
Lien,
2023,
Refunding,
BAM
Insured,
5.25%,
1/01/42
..................................................
1,465,000
1,571,411
City
of
Chicago
,
GO
,
2023
A
,
5
%
,
1/01/35
.................................
2,500,000
2,583,883
Illinois
Finance
Authority
,
CHF-Chicago
LLC,
Revenue,
2017
A,
5%,
2/15/37
.........................
1,000,000
984,519
CHF-Chicago
LLC,
Revenue,
2017
A,
5%,
2/15/47
.........................
2,000,000
1,889,440
Lifespace
Communities,
Inc.
Obligated
Group,
Revenue,
2015
A,
Refunding,
5%,
5/15/35
........................................................
1,025,000
1,025,021
Riverside
Health
System
Obligated
Group,
Revenue,
2016,
Refunding,
4%,
11/15/34
500,000
494,410
University
of
Illinois,
Revenue,
2023
A,
5.25%,
10/01/53
.....................
2,500,000
2,635,935
Metropolitan
Pier
&
Exposition
Authority
,
c
State
of
Illinois
McCormick
Place
Expansion
Project
Fund,
Revenue,
2002
A,
NATL
Insured,
4.2%,
12/15/30
...........................................
12,000,000
9,498,317
c
State
of
Illinois
McCormick
Place
Expansion
Project
Fund,
Revenue,
2017
B,
Refunding,
4.554%,
12/15/37
.......................................
1,000,000
751,120
State
of
Illinois
McCormick
Place
Expansion
Project
Fund,
Revenue,
2020
A,
Refunding,
4%,
6/15/50
............................................
5,000,000
4,090,901
State
of
Illinois
McCormick
Place
Expansion
Project
Fund,
Revenue,
2022
A,
Refunding,
4%,
6/15/52
............................................
1,000,000
805,753
Sales
Tax
Securitization
Corp.
,
Revenue,
Second
Lien
,
2020
A
,
Refunding
,
BAM
Insured
,
5
%
,
1/01/37
...............................................
1,100,000
1,149,366
State
of
Illinois
,
GO
,
2018
A
,
5
%
,
5/01/38
.................................
1,500,000
1,526,082
36,369,554
Putnam
Municipal
Opportunities
Trust
Schedule
of
Investments
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Annual
Report
a
a
Principal
Amount
a
Value
a
a
a
a
a
Municipal
Bonds
(continued)
Indiana
1.0%
Hammond
Multi-School
Building
Corp.
,
Hammond
School
City
,
Revenue
,
2018
,
5
%
,
7/15/38
.........................................................
$
1,750,000
$
1,788,447
Silver
Creek
School
Building
Corp.
,
Silver
Creek
School
Corp.
,
Revenue
,
2021
,
3
%
,
1/15/42
.........................................................
1,600,000
1,276,837
3,065,284
Iowa
0.6%
Iowa
Finance
Authority
,
Lifespace
Communities,
Inc.
Obligated
Group
,
Revenue
,
2021
A
,
Refunding
,
4
%
,
5/15/46
...........................................
2,000,000
1,727,515
Kentucky
0.1%
Louisville
Regional
Airport
Authority
,
Revenue
,
2014
A
,
Refunding
,
5
%
,
7/01/31
.....
385,000
385,058
Louisiana
1.9%
Louisiana
Public
Facilities
Authority
,
Calcasieu
Bridge
Partners
LLC
,
Revenue,
Senior
Lien
,
2024
,
5.5
%
,
9/01/59
...........................................
1,750,000
1,789,962
b
Parish
of
St.
John
the
Baptist
,
Marathon
Oil
Corp.
,
Revenue
,
2017
A-3
,
Refunding
,
Mandatory
Put
,
2.2
%
,
7/01/26
........................................
3,010,000
2,953,937
Tangipahoa
Parish
Hospital
Service
District
No.
1
,
Revenue
,
2021
,
Refunding
,
4
%
,
2/01/42
.........................................................
1,250,000
1,129,920
5,873,819
Maryland
1.1%
City
of
Gaithersburg
,
Asbury
Maryland
Obligated
Group
,
Revenue
,
2018
A
,
Refunding
,
5
%
,
1/01/36
......................................................
450,000
452,411
Maryland
Economic
Development
Corp.
,
Morgan
View
&
Thurgood
Marshall
Student
Housing,
Revenue,
2020,
4.25%,
7/01/50
1,350,000
1,167,644
Morgan
View
&
Thurgood
Marshall
Student
Housing,
Revenue,
2022
A,
6%,
7/01/58
1,725,000
1,844,055
3,464,110
Massachusetts
8.1%
Commonwealth
of
Massachusetts
,
GO,
2022
C,
5%,
10/01/52
...........................................
6,500,000
6,662,621
GO,
2024
E,
5%,
8/01/54
............................................
3,250,000
3,362,445
Massachusetts
Development
Finance
Agency
,
Bentley
University,
Revenue,
2025,
5%,
7/01/50
...........................
2,160,000
2,175,936
SABIS
International
Charter
School,
Revenue,
2015,
Refunding,
5%,
4/15/33
.....
1,000,000
999,994
UMass
Memorial
Health
Care
Obligated
Group,
Revenue,
2025
N-1,
Refunding,
5.25%,
7/01/50
..................................................
5,000,000
5,023,107
UMass
Memorial
Health
Care
Obligated
Group,
Revenue,
2025
N-1,
Refunding,
4.5%,
7/01/54
...................................................
4,800,000
4,470,336
Massachusetts
Port
Authority
,
Revenue
,
2016
B
,
4
%
,
7/01/46
..................
2,500,000
2,173,263
24,867,702
Michigan
7.3%
City
of
Detroit
,
GO
,
B-1
,
4
%
,
4/01/44
.....................................
1,690,341
1,331,359
Detroit
City
School
District
,
GO
,
2001
A
,
AGMC
Insured
,
6
%
,
5/01/29
............
750,000
798,616
Great
Lakes
Water
Authority
,
Sewage
Disposal
System,
Revenue,
Senior
Lien,
2023
C,
5.25%,
7/01/48
.......
1,375,000
1,455,486
Sewage
Disposal
System,
Revenue,
Senior
Lien,
2023
C,
5.25%,
7/01/53
.......
1,700,000
1,789,637
Michigan
Finance
Authority
,
Lawrence
Technological
University
Obligated
Group,
Revenue,
2022,
Refunding,
4%,
2/01/42
........................................................
745,000
636,524
Trinity
Health
Corp.
Obligated
Group,
Revenue,
2019
A,
Refunding,
4%,
12/01/49
.
3,845,000
3,318,695
Putnam
Municipal
Opportunities
Trust
Schedule
of
Investments
Annual
Report
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
a
a
Principal
Amount
a
Value
a
a
a
a
a
Municipal
Bonds
(continued)
Michigan
(continued)
Michigan
State
Housing
Development
Authority
,
Revenue
,
2021
A
,
2.73
%
,
10/01/59
.
$
1,500,000
$
939,971
d
Pontiac
School
District
,
GO,
2020,
4%,
5/01/45
.............................................
4,423,530
4,114,027
GO,
2020,
4%,
5/01/50
.............................................
4,976,470
4,467,354
State
of
Michigan
,
Trunk
Line
,
Revenue
,
2021
A
,
4
%
,
11/15/46
.................
3,725,000
3,428,297
22,279,966
Minnesota
0.6%
City
of
Ramsey
,
PACT
Charter
School
,
Revenue
,
2022
A
,
Refunding
,
5
%
,
6/01/32
...
2,000,000
1,907,322
Missouri
7.5%
Health
&
Educational
Facilities
Authority
of
the
State
of
Missouri
,
University
of
Health
Sciences
&
Pharmacy
in
St.
Louis,
Revenue,
2023
A,
Refunding,
4%,
5/01/34
....................................................
1,085,000
954,674
University
of
Health
Sciences
&
Pharmacy
in
St.
Louis,
Revenue,
2023
A,
Refunding,
4%,
5/01/38
....................................................
1,750,000
1,439,377
University
of
Health
Sciences
&
Pharmacy
in
St.
Louis,
Revenue,
2023
A,
Refunding,
4%,
5/01/43
....................................................
1,150,000
881,827
University
of
Health
Sciences
&
Pharmacy
in
St.
Louis,
Revenue,
2023
B,
Refunding,
4%,
5/01/45
....................................................
1,950,000
1,453,758
Kansas
City
Industrial
Development
Authority
,
City
of
Kansas
City
Airport,
Revenue,
2019
B,
5%,
3/01/35
...................
5,925,000
6,064,227
City
of
Kansas
City
Airport,
Revenue,
2019
B,
5%,
3/01/46
...................
3,150,000
3,152,167
City
of
Kansas
City
Airport,
Revenue,
2020
A,
AGMC
Insured,
5%,
3/01/57
.......
8,980,000
8,940,819
22,886,849
Nevada
3.0%
City
of
Las
Vegas
,
Special
Improvement
District
No.
816,
Special
Assessment,
2021,
3%,
6/01/41
....
1,750,000
1,288,507
Special
Improvement
District
No.
818,
Special
Assessment,
2024,
5%,
12/01/49
...
1,130,000
1,064,371
a
City
of
Sparks
,
Revenue,
Senior
Lien
,
144A,
2019
A
,
Refunding
,
2.75
%
,
6/15/28
....
615,000
593,086
b
County
of
Washoe
,
Sierra
Pacific
Power
Co.,
Revenue,
2016
C,
Refunding,
Mandatory
Put,
4.125%,
10/01/29
.......................................................
1,500,000
1,506,259
Sierra
Pacific
Power
Co.,
Revenue,
2016
F,
Refunding,
Mandatory
Put,
4.125%,
10/01/29
.......................................................
4,850,000
4,870,238
9,322,461
New
Hampshire
4.2%
New
Hampshire
Business
Finance
Authority
,
Revenue,
2023-2,
A,
3.875%,
1/20/38
..................................
1,763,812
1,648,290
Revenue,
2024-2,
A,
3.625%,
8/20/39
..................................
2,734,626
2,504,744
Caritas
Acquisitions
VII
LLC,
Revenue,
2020
A,
4.125%,
8/15/40
..............
1,070,000
931,632
Caritas
Acquisitions
VII
LLC,
Revenue,
2020
A,
4.25%,
8/15/46
...............
1,210,000
1,017,781
Caritas
Acquisitions
VII
LLC,
Revenue,
2020
A,
4.5%,
8/15/55
................
2,540,000
2,084,551
St.
Luke's
Hospital
Obligated
Group,
Revenue,
2021
B,
4%,
8/15/37
............
850,000
811,420
St.
Luke's
Hospital
Obligated
Group,
Revenue,
2021
B,
4%,
8/15/40
............
1,040,000
967,671
New
Hampshire
Health
and
Education
Facilities
Authority
Act
,
Elliot
Hospital
Obligated
Group,
Revenue,
2016,
Refunding,
5%,
10/01/38
.......
500,000
500,667
Southern
New
Hampshire
Health
Obligated
Group,
Revenue,
2016,
Refunding,
5%,
10/01/37
.......................................................
2,500,000
2,510,692
12,977,448
Putnam
Municipal
Opportunities
Trust
Schedule
of
Investments
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Annual
Report
a
a
Principal
Amount
a
Value
a
a
a
a
a
Municipal
Bonds
(continued)
New
Jersey
0.5%
Passaic
County
Improvement
Authority
(The)
,
Paterson
Arts
&
Science
Charter
School
,
Revenue
,
2023
,
5.5
%
,
7/01/58
........................................
$
550,000
$
558,069
South
Jersey
Transportation
Authority
,
Revenue
,
2022
A
,
5.25
%
,
11/01/52
.........
1,000,000
1,026,914
1,584,983
New
Mexico
0.8%
City
of
Santa
Fe
,
El
Castillo
Retirement
Residences
Obligated
Group,
Revenue,
2012,
5%,
5/15/42
.
1,460,000
1,406,888
El
Castillo
Retirement
Residences
Obligated
Group,
Revenue,
2019
A,
5%,
5/15/44
975,000
926,578
2,333,466
New
York
13.8%
Empire
State
Development
Corp.
,
State
of
New
York
Sales
Tax
,
Revenue
,
2021
A
,
Refunding
,
3
%
,
3/15/50
.............................................
1,060,000
758,438
Metropolitan
Transportation
Authority
,
Revenue,
2017
C-1,
Refunding,
4%,
11/15/35
............................
1,000,000
982,900
Revenue,
2020
C-1,
5%,
11/15/50
.....................................
1,500,000
1,505,267
Revenue,
2024
A,
Refunding,
5.5%,
11/15/47
.............................
8,000,000
8,495,630
New
York
City
Housing
Development
Corp.
,
Revenue,
2020
I-1,
2.55%,
11/01/45
....................................
2,025,000
1,377,411
Revenue,
2020
I-1,
2.8%,
11/01/60
.....................................
2,000,000
1,240,454
New
York
City
Transitional
Finance
Authority
,
Future
Tax
Secured
,
Revenue
,
2022
B-1
,
3
%
,
8/01/48
......................................................
5,875,000
4,147,215
New
York
Counties
Tobacco
Trust
VI
,
Revenue
,
2016
A-2B
,
Refunding
,
5
%
,
6/01/45
.
1,000,000
879,880
New
York
Liberty
Development
Corp.
,
Revenue,
2021
A,
Refunding,
BAM
Insured,
3%,
11/15/51
...................
3,500,000
2,437,954
7
World
Trade
Center
II
LLC,
Revenue,
2022
A,
1,
Refunding,
3%,
9/15/43
.......
2,335,000
1,788,846
New
York
Transportation
Development
Corp.
,
Delta
Air
Lines,
Inc.,
Revenue,
2020,
5%,
10/01/40
.........................
2,000,000
2,004,616
JFK
NTO
LLC,
Revenue,
2023,
6%,
6/30/54
..............................
2,400,000
2,517,100
Laguardia
Gateway
Partners
LLC,
Revenue,
2016
A,
5%,
7/01/46
.............
500,000
489,855
a
Oneida
Indian
Nation
of
New
York
,
Revenue,
144A,
2024
A,
8%,
9/01/40
...................................
300,000
303,688
Revenue,
144A,
2024
B,
6%,
9/01/43
...................................
475,000
504,200
Port
Authority
of
New
York
&
New
Jersey
,
Revenue,
207th,
Refunding,
5%,
9/15/29
................................
2,925,000
2,989,195
d
Revenue,
218th,
5%,
11/01/49
........................................
2,980,000
2,968,097
Suffolk
Regional
Off-Track
Betting
Co.
,
Revenue
,
2024
,
6
%
,
12/01/53
............
2,270,000
2,319,774
Triborough
Bridge
&
Tunnel
Authority
,
Sales
Tax
,
Revenue
,
2022
A
,
5.25
%
,
5/15/57
..
4,400,000
4,578,331
42,288,851
North
Carolina
1.1%
North
Carolina
Medical
Care
Commission
,
Lutheran
Services
for
the
Aging,
Inc.
Obligated
Group,
Revenue,
2021
A,
4%,
3/01/51
........................................................
2,250,000
1,771,584
Maryfield
,
Inc.
Obligated
Group,
Revenue,
2020
A,
5%,
10/01/45
..............
500,000
471,425
United
Methodist
Retirement
Homes,
Inc.
Obligated
Group
(The),
Revenue,
2024
A,
5%,
10/01/44
...................................................
505,000
505,287
United
Methodist
Retirement
Homes,
Inc.
Obligated
Group
(The),
Revenue,
2024
A,
5%,
10/01/49
...................................................
500,000
492,586
3,240,882
Putnam
Municipal
Opportunities
Trust
Schedule
of
Investments
Annual
Report
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
a
a
Principal
Amount
a
Value
a
a
a
a
a
Municipal
Bonds
(continued)
Ohio
3.8%
Buckeye
Tobacco
Settlement
Financing
Authority
,
Revenue,
Senior
Lien,
2020
A-2,
1,
Refunding,
3%,
6/01/48
..................
$
3,560,000
$
2,470,150
Revenue,
Senior
Lien,
2020
B-2,
2,
Refunding,
5%,
6/01/55
..................
2,265,000
1,979,463
Cleveland-Cuyahoga
County
Port
Authority
,
Playhouse
Square
Foundation
,
Revenue
,
2018
,
Refunding
,
5.5
%
,
12/01/53
......................................
500,000
489,190
County
of
Montgomery
,
Kettering
Health
Network
Obligated
Group
,
Revenue
,
2016
,
4
%
,
8/01/47
......................................................
3,000,000
2,642,817
Ohio
Higher
Educational
Facility
Commission
,
Ashtabula
County
Medical
Center
Obligated
Group
,
Revenue
,
2022
,
5.25
%
,
1/01/47
.........................
2,750,000
2,778,705
Port
of
Greater
Cincinnati
Development
Authority
,
Revenue,
Senior
Lien
,
2024
A
,
Refunding
,
5
%
,
12/01/63
............................................
1,250,000
1,258,369
Southeastern
Ohio
Port
Authority
,
Marietta
Area
Health
Care,
Inc.
Obligated
Group
,
Revenue
,
2015
,
Refunding
,
5.5
%
,
12/01/43
..............................
120,000
109,665
11,728,359
Oregon
1.0%
Clackamas
County
Hospital
Facility
Authority
,
Rose
Villa,
Inc.
Obligated
Group
,
Revenue
,
2020
A
,
Refunding
,
5.25
%
,
11/15/50
............................
1,000,000
933,495
Hospital
Facilities
Authority
of
Multnomah
County
Oregon
,
Terwilliger
Plaza,
Inc.
Obligated
Group
,
Revenue
,
2016
,
Refunding
,
5
%
,
12/01/36
..................
650,000
639,602
Salem
Hospital
Facility
Authority
,
Salem
Health
Obligated
Group
,
Revenue
,
2016
A
,
Refunding
,
5
%
,
5/15/33
.............................................
1,500,000
1,517,549
3,090,646
Others
0.8%
e
FHLMC,
Multi-family
ML
Pass-Through
Certificates
,
Revenue
,
FRN
,
2024-ML22
,
A-US
,
4.268
%
,
10/25/40
..................................................
2,235,308
2,294,582
Pennsylvania
6.9%
Allegheny
County
Airport
Authority
,
Revenue,
2021
A,
5%,
1/01/34
........................................
3,480,000
3,638,056
Revenue,
2021
A,
AGMC
Insured,
4%,
1/01/46
............................
750,000
661,247
Revenue,
2023
A,
AGMC
Insured,
5.5%,
1/01/48
..........................
5,000,000
5,207,396
Bucks
County
Water
and
Sewer
Authority
,
Revenue
,
2022
A
,
AGMC
Insured
,
5.25
%
,
12/01/47
........................................................
2,175,000
2,306,643
Cumberland
County
Municipal
Authority
,
Lutheran
Senior
Services
East
Obligated
Group,
Revenue,
2016,
Refunding,
5%,
1/01/31
........................................................
1,000,000
1,001,862
Lutheran
Senior
Services
East
Obligated
Group,
Revenue,
2016,
Refunding,
5%,
1/01/32
........................................................
200,000
200,355
Lancaster
County
Hospital
Authority
,
Masonic
Villages
of
the
Grand
Lodge
of
Pennsylvania,
Revenue,
2023,
Refunding,
5.125%,
11/01/38
................................................
2,000,000
2,079,116
Moravian
Manors
Obligated
Group,
Revenue,
2019
A,
5%,
6/15/44
.............
1,000,000
891,758
St.
Anne's
Retirement
Community
Obligated
Group,
Revenue,
2020,
Refunding,
5%,
3/01/40
........................................................
500,000
437,827
St.
Anne's
Retirement
Community
Obligated
Group,
Revenue,
2020,
Refunding,
5%,
3/01/50
........................................................
500,000
396,961
Montgomery
County
Industrial
Development
Authority
,
Public
School
of
Germantown
(The)
,
Revenue
,
2021
A
,
Refunding
,
4
%
,
10/01/36
.........................
450,000
419,604
Pennsylvania
Economic
Development
Financing
Authority
,
Commonwealth
of
Pennsylvania
Motor
License
Fund
,
Revenue
,
2022
,
AGMC
Insured
,
5.75
%
,
12/31/62
1,350,000
1,400,044
a
Philadelphia
Authority
for
Industrial
Development
,
f
University
of
the
Arts
(The),
Revenue,
144A,
2017,
5%,
3/15/45
...............
1,487,059
1,159,906
Putnam
Municipal
Opportunities
Trust
Schedule
of
Investments
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Annual
Report
a
a
Principal
Amount
a
Value
a
a
a
a
a
Municipal
Bonds
(continued)
Pennsylvania
(continued)
a
Philadelphia
Authority
for
Industrial
Development,
(continued)
University
Plaza
Associates,
Revenue,
144A,
2017,
III,
Pre-Refunded,
5.25%,
12/01/47
.......................................................
$
1,400,000
$
1,443,391
21,244,166
Rhode
Island
0.9%
Tobacco
Settlement
Financing
Corp.
,
Revenue
,
2015
B
,
Refunding
,
5
%
,
6/01/50
....
2,750,000
2,749,879
South
Dakota
1.1%
County
of
Lincoln
,
Augustana
College
Association,
Revenue,
2021
A,
Refunding,
4%,
8/01/51
......
2,000,000
1,584,232
Augustana
College
Association,
Revenue,
2021
A,
Refunding,
4%,
8/01/61
......
2,355,000
1,773,672
3,357,904
Tennessee
2.0%
Knox
County
Health
Educational
&
Housing
Facility
Board
,
Provident
Group
-
UTK
Properties
LLC
,
Revenue
,
2024
A-1
,
BAM
Insured
,
5
%
,
7/01/64
...............
3,415,000
3,393,146
Metropolitan
Government
Nashville
&
Davidson
County
Health
&
Educational
Facilities
Board
,
Blakeford
at
Green
Hills
Obligated
Group
,
Revenue
,
2020
A
,
4
%
,
11/01/55
.
2,250,000
1,659,220
Metropolitan
Nashville
Airport
Authority
(The)
,
Revenue
,
2022
B
,
5.5
%
,
7/01/42
.....
1,125,000
1,191,500
6,243,866
Texas
13.2%
Arlington
Higher
Education
Finance
Corp.
,
a
BASIS
Texas
Charter
Schools,
Inc.,
Revenue,
144A,
2024,
4.75%,
6/15/49
.......
915,000
841,055
Uplift
Education,
Revenue,
2016
A,
Refunding,
5%,
12/01/36
.................
500,000
503,008
Austin-Bergstrom
Landhost
Enterprises,
Inc.
,
Revenue,
2017,
Refunding,
5%,
10/01/34
................................
530,000
534,878
Revenue,
2017,
Refunding,
5%,
10/01/35
................................
1,045,000
1,053,120
Central
Texas
Turnpike
System
,
Revenue,
First
Tier
,
2020
A
,
Refunding
,
3
%
,
8/15/40
2,825,000
2,340,091
a
City
of
Crandall
,
River
Ridge
Public
Improvement
District
Improvement
Area
No.
2
,
Special
Assessment
,
144A,
2025
,
5.5
%
,
9/15/55
..........................
390,000
367,152
City
of
San
Antonio
,
Electric
&
Gas
Systems
,
Revenue
,
2024
C
,
Refunding
,
5.5
%
,
2/01/49
.........................................................
5,000,000
5,391,432
Clifton
Higher
Education
Finance
Corp.
,
IDEA
Public
Schools,
Revenue,
2016
B,
5%,
8/15/28
.......................
300,000
304,880
International
Leadership
of
Texas,
Inc.,
Revenue,
2018
D,
6.125%,
8/15/48
......
1,150,000
1,150,205
International
Leadership
of
Texas,
Inc.,
Revenue,
2024
A,
Refunding,
PSF
Guaranty,
4.125%,
8/15/49
.................................................
1,250,000
1,142,963
International
Leadership
of
Texas,
Inc.,
Revenue,
2024
A,
Refunding,
PSF
Guaranty,
4.25%,
8/15/53
..................................................
4,800,000
4,430,223
YES
Prep
Public
Schools,
Inc.,
Revenue,
2023,
PSF
Guaranty,
4.25%,
4/01/48
...
2,000,000
1,889,593
a
County
of
Denton
,
Green
Meadows
Public
Improvement
District
Improvement
Area
No.
1
,
Special
Assessment
,
144A,
2025
,
5.625
%
,
12/31/55
......................
775,000
733,650
d
Grand
Parkway
Transportation
Corp.
,
Revenue
,
2018
A
,
5
%
,
10/01/48
...........
3,500,000
3,532,533
Harris
County
Cultural
Education
Facilities
Finance
Corp.
,
Brazos
Presbyterian
Homes
Obligated
Group,
Revenue,
2016,
Refunding,
5%,
1/01/37
........................................................
1,000,000
1,004,321
YMCA
of
the
Greater
Houston
Area,
Revenue,
2013
A,
Refunding,
5%,
6/01/33
...
800,000
769,505
YMCA
of
the
Greater
Houston
Area,
Revenue,
2013
A,
Refunding,
5%,
6/01/38
...
1,500,000
1,343,822
Putnam
Municipal
Opportunities
Trust
Schedule
of
Investments
Annual
Report
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
a
a
Principal
Amount
a
Value
a
a
a
a
a
Municipal
Bonds
(continued)
Texas
(continued)
Houston
Higher
Education
Finance
Corp.
,
Houston
Baptist
University
,
Revenue
,
2025
,
5.125
%
,
10/01/51
..................................................
$
650,000
$
620,901
Love
Field
Airport
Modernization
Corp.
,
City
of
Dallas
Airport
,
Revenue
,
2015
,
5
%
,
11/01/35
........................................................
1,000,000
1,001,376
Matagorda
County
Navigation
District
No.
1
,
AEP
Texas,
Inc.
,
Revenue
,
2005
A
,
Refunding
,
AMBAC
Insured
,
4.4
%
,
5/01/30
...............................
1,500,000
1,512,989
New
Hope
Cultural
Education
Facilities
Finance
Corp.
,
CHF-Collegiate
Housing
Denton
LLC,
Revenue,
2018
A-1,
AGMC
Insured,
4.125%,
7/01/53
........................................................
1,000,000
873,594
CHF-Collegiate
Housing
Denton
LLC,
Revenue,
2018
B-1,
AGMC
Insured,
4.125%,
7/01/53
........................................................
1,000,000
866,791
Tarrant
County
Cultural
Education
Facilities
Finance
Corp.
,
Buckner
Retirement
Services,
Inc.
Obligated
Group
,
Revenue
,
2016
B
,
5
%
,
11/15/40
...............
2,000,000
1,976,487
a,g
Texas
Community
Housing
&
Economic
Development
Corp.
,
Agape
Helotes,
Inc.
,
Revenue,
Senior
Lien
,
144A,
2025
A-1
,
6.25
%
,
1/01/65
.....................
625,000
577,372
Texas
Public
Finance
Authority
,
Texas
Southern
University,
Revenue,
2023,
BAM
Insured,
5.25%,
5/01/40
.......
400,000
417,766
Texas
Southern
University,
Revenue,
2023,
BAM
Insured,
5.25%,
5/01/41
.......
400,000
415,592
Texas
Southern
University,
Revenue,
2023,
BAM
Insured,
5.25%,
5/01/42
.......
400,000
413,879
Texas
Water
Development
Board
,
State
Water
Implementation
Revenue
Fund
for
Texas
,
Revenue
,
2023
A
,
4.875
%
,
10/15/48
..............................
3,000,000
3,087,973
a
Town
of
Providence
Village
,
Foree
Ranch
Public
Improvement
District
Improvement
Area
No.
2
,
Special
Assessment
,
144A,
2025
,
5.5
%
,
9/01/55
.................
385,000
360,910
Uptown
Development
Authority
,
City
of
Houston
Reinvestment
Zone
No.
16,
Tax
Allocation,
2021,
Refunding,
3%,
9/01/39
........................................................
725,000
554,239
City
of
Houston
Reinvestment
Zone
No.
16,
Tax
Allocation,
2021,
Refunding,
3%,
9/01/40
........................................................
750,000
561,265
40,573,565
Utah
1.6%
a
Black
Desert
Public
Infrastructure
District
,
Assessment
Area
No.
1
,
Special
Assessment
,
144A,
2024
,
5.625
%
,
12/01/53
..............................
700,000
681,722
a
Mida
Mountain
Village
Public
Infrastructure
District
,
Mountain
Village
Assessment
Area
No.
2
,
Special
Assessment
,
144A,
2021
,
4
%
,
8/01/50
.......................
1,625,000
1,290,736
Utah
Infrastructure
Agency
,
Revenue,
2022,
5%,
10/15/37
........................................
1,200,000
1,233,547
Revenue,
2023,
6%,
10/15/47
........................................
1,650,000
1,768,172
4,974,177
Virginia
0.4%
Virginia
Small
Business
Financing
Authority
,
Elizabeth
River
Crossings
OpCo
LLC,
Revenue,
Senior
Lien,
2022,
Refunding,
4%,
1/01/36
........................................................
630,000
595,111
Elizabeth
River
Crossings
OpCo
LLC,
Revenue,
Senior
Lien,
2022,
Refunding,
4%,
1/01/39
........................................................
750,000
691,605
1,286,716
Washington
6.0%
Grays
Harbor
County
Public
Hospital
District
No.
1
,
Revenue
,
2023
,
Refunding
,
6.875
%
,
12/01/49
..................................................
4,000,000
4,413,204
King
County
Public
Hospital
District
No.
1
,
GO
,
2018
,
Refunding
,
5
%
,
12/01/38
.....
2,365,000
2,415,264
Port
of
Seattle
,
Revenue
,
2022
B
,
Refunding
,
5
%
,
8/01/40
.....................
1,000,000
1,031,467
Washington
State
Housing
Finance
Commission
,
Revenue,
2021-1,
A,
3.5%,
12/20/35
...................................
2,544,057
2,344,025
Putnam
Municipal
Opportunities
Trust
Schedule
of
Investments
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Annual
Report
a
a
Principal
Amount
a
Value
a
a
a
a
a
Municipal
Bonds
(continued)
Washington
(continued)
Washington
State
Housing
Finance
Commission,
(continued)
Revenue,
2023-1,
A,
3.375%,
4/20/37
..................................
$
2,565,978
$
2,312,914
e
Revenue,
FRN,
2024-1,
A,
3.812%,
3/20/40
..............................
896,881
825,682
Eastside
Retirement
Association
Obligated
Group,
Revenue,
2023
A,
Refunding,
5%,
7/01/43
........................................................
2,030,000
2,051,376
a
Seattle
Academy
of
Arts
&
Sciences,
Revenue,
144A,
2023,
Refunding,
6.25%,
7/01/59
........................................................
2,750,000
2,950,573
18,344,505
Wisconsin
8.4%
Public
Finance
Authority
,
Revenue,
2023-1,
A,
5.75%,
7/01/62
...................................
2,617,275
2,651,385
Beyond
Boone
LLC,
Revenue,
2020
A,
AGMC
Insured,
4%,
7/01/34
............
300,000
295,896
Beyond
Boone
LLC,
Revenue,
2020
A,
AGMC
Insured,
4%,
7/01/38
............
435,000
419,165
Beyond
Boone
LLC,
Revenue,
2020
A,
AGMC
Insured,
4%,
7/01/40
............
500,000
472,690
Beyond
Boone
LLC,
Revenue,
2020
A,
AGMC
Insured,
4%,
7/01/45
............
600,000
545,935
Beyond
Boone
LLC,
Revenue,
2020
A,
AGMC
Insured,
4%,
7/01/50
............
700,000
614,014
CFC-SA
LLC,
Revenue,
Senior
Lien,
2022
A,
5%,
2/01/62
...................
700,000
671,883
a
CHF
-
Manoa
LLC,
Revenue,
Senior
Lien,
144A,
2023
A,
5.75%,
7/01/63
........
1,000,000
1,017,027
a
Dominium
Holdings
I
LLC,
Revenue,
144A,
2024-1,
B-1,
6.81%,
4/28/36
........
1,750,000
1,774,585
a
Foundation
of
The
University
of
North
Carolina
at
Charlotte,
Inc.
(The),
Revenue,
144A,
2021
A,
4%,
9/01/56
.........................................
1,000,000
667,419
a
Mary's
Woods
at
Marylhurst
Obligated
Group,
Revenue,
144A,
2017
A,
Refunding,
5.25%,
5/15/37
..................................................
250,000
250,132
a
North
Carolina
Leadership
Charter
Academy,
Inc.,
Revenue,
144A,
2019
A,
5%,
6/15/49
........................................................
1,580,000
1,455,301
TrIPs
Obligated
Group,
Revenue,
2012
B,
Refunding,
5.25%,
7/01/28
..........
200,000
200,098
a
UHF
Promenade
Apts
LLC
(The),
Revenue,
144A,
2024,
6.25%,
2/01/39
........
1,000,000
1,005,033
a
UNC
Charlotte
Marriott
Hotel
&
Conference
Center,
Revenue,
144A,
2021
A,
4%,
9/01/51
........................................................
750,000
517,880
Wisconsin
Health
&
Educational
Facilities
Authority
,
Advocate
Aurora
Health
Obligated
Group,
Revenue,
2018
A,
Refunding,
4%,
8/15/35
3,000,000
2,922,918
Froedtert
ThedaCare
Health
Obligated
Group,
Revenue,
2022
A,
Refunding,
4%,
4/01/37
........................................................
3,000,000
2,924,851
Froedtert
ThedaCare
Health
Obligated
Group,
Revenue,
2022
A,
Refunding,
4%,
4/01/41
........................................................
4,865,000
4,551,564
Hmong
American
Peace
Academy
Ltd.,
Revenue,
2020,
5%,
3/15/50
...........
1,000,000
946,858
Marshfield
Clinic
Health
System
Obligated
Group,
Revenue,
2024
A,
5.5%,
2/15/54
1,600,000
1,692,716
25,597,350
U.S.
Territories
5.5%
District
of
Columbia
3.7%
District
of
Columbia
,
Ingleside
Presbyterian
Retirement
Community
Obligated
Group,
Revenue,
2017
A,
5%,
7/01/52
....................................................
500,000
441,914
Latin
American
Montessori
Bilingual
Public
Charter
School
Obligated
Group,
Revenue,
2020,
Refunding,
5%,
6/01/40
...............................
2,000,000
1,923,933
Plenary
Infrastructure
DC
LLC,
Revenue,
2022
A,
5.5%,
2/29/36
..............
1,370,000
1,511,009
Plenary
Infrastructure
DC
LLC,
Revenue,
2022
A,
5.5%,
2/28/37
..............
1,500,000
1,654,881
Two
Rivers
Public
Charter
School,
Inc.,
Revenue,
2020,
Refunding,
5%,
6/01/40
..
1,500,000
1,444,502
Two
Rivers
Public
Charter
School,
Inc.,
Revenue,
2020,
Refunding,
5%,
6/01/50
..
1,500,000
1,371,899
Metropolitan
Washington
Airports
Authority
,
c
Dulles
Toll
Road,
Revenue,
Senior
Lien,
2010
A,
5.08%,
10/01/37
.............
3,700,000
2,000,303
d
Dulles
Toll
Road,
Revenue,
Sub.
Lien,
2019
B,
Refunding,
4%,
10/01/53
........
1,290,000
1,085,468
11,433,909
Putnam
Municipal
Opportunities
Trust
Schedule
of
Investments
Annual
Report
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
a
a
Principal
Amount
a
Value
a
a
a
a
a
Municipal
Bonds
(continued)
U.S.
Territories
(continued)
Puerto
Rico
1.8%
Commonwealth
of
Puerto
Rico
,
GO,
2022
A-1,
4%,
7/01/37
..........................................
$
1,250,000
$
1,147,230
GO,
2022
A-1,
4%,
7/01/41
..........................................
5,000,000
4,261,815
5,409,045
Total
U.S.
Territories
....................................................................
16,842,954
Total
Municipal
Bonds
(Cost
$461,027,332)
.....................................
447,828,876
a
a
a
a
Short
Term
Investments
1.0%
U.S.
Government
and
Agency
Securities
0.1%
c,h
U.S.
Treasury
Bills
,
3.94%,
5/15/25
...................................................
200,000
199,673
4.13%,
10/02/25
...................................................
400,000
393,019
592,692
Total
U.S.
Government
and
Agency
Securities
(Cost
$592,919)
....................
592,692
Shares
a
Money
Market
Funds
0.9%
i,j
Putnam
Short
Term
Investment
Fund,
Class
P,
4.468%
.......................
2,605,616
2,605,616
Total
Money
Market
Funds
(Cost
$2,605,616)
...................................
2,605,616
Total
Short
Term
Investments
(Cost
$3,198,535)
.................................
3,198,308
a
Total
Investments
(Cost
$464,225,867)
147.1%
..................................
$451,027,184
Remarketed
Preferred
Shares
(45.3)%
.........................................
(138,725,000)
Floating
Rate
Notes
Issued
(3.3)%
.............................................
(10,205,078)
Other
Assets,
less
Liabilities
1.5%
.............................................
4,395,531
Net
Assets
100.0%
...........................................................
$306,492,637
a
Security
was
purchased
pursuant
to
Rule
144A
or
Regulation
S
under
the
Securities
Act
of
1933.
144A
securities
may
be
sold
in
transactions
exempt
from
registration
only
to
qualified
institutional
buyers
or
in
a
public
offering
registered
under
the
Securities
Act
of
1933.
Regulation
S
securities
cannot
be
sold
in
the
United
States
without
either
an
effective
registration
statement
filed
pursuant
to
the
Securities
Act
of
1933,
or
pursuant
to
an
exemption
from
registration.
At
April
30,
2025,
the
aggregate
value
of
these
securities
was
$40,863,926,
representing
13.3%
of
net
assets.
b
The
maturity
date
shown
represents
the
mandatory
put
date.
c
The
rate
shown
represents
the
yield
at
period
end.
d
Underlying
security
in
a
tender
option
bond
transaction.
This
security
has
been
segregated
as
collateral
for
financing
transactions.
e
The
coupon
rate
shown
represents
the
rate
at
period
end.
f
Defaulted
security
or
security
for
which
income
has
been
deemed
uncollectible.
See
Note
8
.
g
A
portion
or
all
of
the
security
purchased
on
a
delayed
delivery
basis.
See
Note
1
(
b
).
h
A
portion
or
all
of
the
security
has
been
segregated
as
collateral
for
certain
derivative
contracts.
At
April
30,
2025,
the
aggregate
value
of
these
securities
pledged
amounted
to
$520,810,
representing
0.2%
net
assets.
i
See
Note
4
(
e
)
regarding
investments
in
affiliated
management
investment
companies.
j
The
rate
shown
is
the
annualized
seven-day
yield
at
period
end.
Putnam
Municipal
Opportunities
Trust
Schedule
of
Investments
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Annual
Report
At
April
30,
2025,
the
Fund
had
the
following futures
contracts
outstanding.
See
Note
1(c).
See
Note
9
regarding
other
derivative
information.
See
A
bbreviations
on
page
32
.
Futures
Contracts
Description
Type
Number
of
Contracts
Notional
Amount
*
Expiration
Date
Value/
Unrealized
Appreciation
(Depreciation)
Interest
rate
contracts
U.S.
Treasury
Ultra
Bonds
......................
Short
99
$
11,982,094
6/18/25
$
146,473
Total
Futures
Contracts
......................................................................
$146,473
*
As
of
period
end.
Putnam
Municipal
Opportunities
Trust
Financial
Statements
Statement
of
Assets
and
Liabilities
April
30,
2025
Annual
Report
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Putnam
Municipal
Opportunities
Trust
Assets:
Investments
in
securities:
Cost
-
Unaffiliated
issuers
...................................................................
$461,620,251
Cost
-
Non-controlled
affiliates
(Note
4
e
)
........................................................
2,605,616
Value
-
Unaffiliated
issuers
..................................................................
$448,421,568
Value
-
Non-controlled
affiliates
(Note
4
e
)
.......................................................
2,605,616
Cash
....................................................................................
72,272
Receivables:
Dividends
and
interest
.....................................................................
6,325,021
Variation
margin
on
futures
contracts
...........................................................
71,156
Prepaid
expenses
..........................................................................
69,051
Total
assets
..........................................................................
457,564,684
Liabilities:
Payables:
Investment
securities
purchased
..............................................................
572,000
Capital
shares
redeemed
...................................................................
258,323
Management
fees
.........................................................................
428,153
Administrative
fees
........................................................................
1,503
Transfer
agent
fees
........................................................................
42,044
Professional
fees
.........................................................................
128,887
Trustees'
fees
and
expenses
.................................................................
121,874
Floating
rate
notes
issued
...................................................................
10,205,078
Distributions
to
preferred
shareholders
(Note
1f)
..................................................
212,406
Preferred
share
remarketing
agent
fees
.........................................................
129,477
Accrued
interest
(Note
1d
)
..................................................................
192,911
Accrued
expenses
and
other
liabilities
...........................................................
54,391
Total
liabilities
.........................................................................
12,347,047
Series
B
remarketed
preferred
shares:
(2,876
shares
authorized
and
issued
at
$25,000
per
share)
(Note
3)
.......
71,900,000
Series
C
remarketed
preferred
shares:
(2,673
shares
authorized
and
issued
at
$25,000
per
share)
(Note
3)
.......
66,825,000
Net
assets
applicable
to
common
shares,
at
value
..........................................
$306,492,637
Net
assets
applicable
to
common
shares
consist
of:
Paid-in
capital
.............................................................................
$343,733,579
Total
distributable
earnings
(losses)
.............................................................
(37,240,942)
Net
assets
applicable
to
common
shares,
at
value
..........................................
$306,492,637
Common
shares
outstanding
..................................................................
28,058,262
Net
asset
value
per
common
share
a
.............................................................
$10.92
a
Net
asset
value
per
common
share
may
not
recalculate
due
to
rounding.
Putnam
Municipal
Opportunities
Trust
Financial
Statements
Statement
of
Operations
for
the
year
ended
April
30,
2025
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Annual
Report
Putnam
Municipal
Opportunities
Trust
Investment
income:
Dividends:
Non-controlled
affiliates
(Note
4
e
)
.............................................................
$287,296
Interest:
Unaffiliated
issuers
........................................................................
21,236,289
Total
investment
income
...................................................................
21,523,585
Expenses:
Management
fees
(Note
4
a
)
...................................................................
2,627,904
Administrative
fees
(Note
4
b
)
..................................................................
5,715
Transfer
agent
fees
(Note
4
c
)
..................................................................
171,476
Custodian
fees
(Note
5
)
......................................................................
16,343
Reports
to
shareholders
fees
..................................................................
50,508
Registration
and
filing
fees
....................................................................
16,510
Professional
fees
...........................................................................
186,945
Trustees'
fees
and
expenses
..................................................................
11,768
Preferred
share
remarketing
agent
fees
..........................................................
205,198
Interest
expense
(Not
e
1d)
....................................................................
421,249
Other
....................................................................................
77,741
Total
expenses
.........................................................................
3,791,357
Expense
reductions
(Note
5
)
...............................................................
(1,328)
Expenses
waived/paid
by
affiliates
(Note
4e)
...................................................
(676,496)
Net
expenses
.........................................................................
3,113,533
Net
investment
income
................................................................
18,410,052
Realized
and
unrealized
gains
(losses):
Net
realized
gain
(loss)
from:
Investments:
Unaffiliated
issuers
......................................................................
(2,591,870)
Futures
contracts
.........................................................................
(704,816)
Net
realized
gain
(loss)
..................................................................
(3,296,686)
Net
change
in
unrealized
appreciation
(depreciation)
on:
Investments:
Unaffiliated
issuers
......................................................................
(4,311,106)
Futures
contracts
.........................................................................
(113,056)
Net
change
in
unrealized
appreciation
(depreciation)
............................................
(4,424,162)
Net
realized
and
unrealized
gain
(loss)
............................................................
(7,720,848)
Net
increase
(decrease)
in
net
assets
resulting
from
operations
..........................................
$10,689,204
Distributions
to
remarketed
preferred
shareholders
(Note
1f)
............................................
(7,733,574)
Net
increase
(decrease)
in
net
assets
applicable
to
common
shares
resulting
from
operations
...................
$2,955,630
Putnam
Municipal
Opportunities
Trust
Financial
Statements
Statements
of
Changes
in
Net
Assets
Annual
Report
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Putnam
Municipal
Opportunities
Trust
Year
Ended
April
30,
2025
Year
Ended
April
30,
2024
Increase
(decrease)
in
net
assets:
Operations:
Net
investment
income
.................................................
$18,410,052
$18,255,856
Net
realized
gain
(loss)
.................................................
(3,296,686)
(6,952,181)
Net
change
in
unrealized
appreciation
(depreciation)
...........................
(4,424,162)
7,694,430
Distributions
to
remarketed
preferred
shareholders
............................
(7,733,574)
(8,370,580)
Net
increase
(decrease)
in
net
assets
applicable
to
common
shares
resulting
from
operations
......................................................
2,955,630
10,627,525
Distributions
to
common
shareholders
.......................................
(9,175,728)
(9,298,395)
Distributions
to
common
shareholders
from
tax
return
of
capital
....................
(3,223,028)
(4,335,030)
Total
distributions
to
common
shareholders
...................................
(12,398,756)
(13,633,425)
Capital
share
transactions
from
-
repurchase
of
shares
(Note
2
)
....................
(31,013,227)
(27,461,339)
Net
increase
(decrease)
in
net
assets
...................................
(40,456,353)
(30,467,239)
Net
assets
applicable
to
common
shares:
Beginning
of
year
.......................................................
346,948,990
377,416,229
End
of
year
...........................................................
$306,492,637
$346,948,990
Putnam
Municipal
Opportunities
Trust
Notes
to
Financial
Statements
1.
Organization
and
Significant
Accounting
Policies
Putnam
Municipal
Opportunities
Trust (Fund)
is
registered under
the
Investment
Company
Act
of
1940
(1940
Act)
as
a
closed-end
management
investment
company.
The
Fund
follows
the
accounting
and
reporting
guidance
in
Financial
Accounting
Standards
Board
(FASB)
Accounting
Standards
Codification
Topic
946,
Financial
Services
–
Investment
Companies
(ASC
946)
and
applies
the
specialized
accounting
and
reporting
guidance
in
U.S.
Generally
Accepted
Accounting
Principles
(U.S.
GAAP),
including,
but
not
limited
to,
ASC
946.
The
following
summarizes
the
Fund's
significant
accounting
policies.
a.
Financial
Instrument
Valuation
The
Fund's
investments
in
financial
instruments
are
carried
at
fair
value
daily.
Fair
value
is
the
price
that
would
be
received
to
sell
an
asset
or
paid
to
transfer
a
liability
in
an
orderly
transaction
between
market
participants
on
the
measurement
date.
The
Fund
calculates
the
net
asset
value
(NAV)
per
share
each business
day as
of
4
p.m.
Eastern
time
or
the
regularly
scheduled
close
of
the
New
York
Stock
Exchange
(NYSE),
whichever
is
earlier.
Under
compliance
policies
and
procedures
approved
by
the Fund's
Board
of
Trustees
(the
Board),
the
Board
has
designated
the
Fund’s
investment
manager
as
the
valuation
designee
and
has
responsibility
for
oversight
of
valuation.
The
investment
manager
is
assisted
by
the
Fund’s
administrator
in
performing
this
responsibility,
including
leading
the
cross-
functional
Valuation
Committee
(VC).
The
Fund
may
utilize
independent
pricing
services,
quotations
from
securities
and
financial
instrument
dealers,
and
other
market
sources
to
determine
fair
value.
Debt
securities
generally
trade
in
the over-the-counter
(OTC)
market
rather
than
on
a
securities
exchange.
The
Fund's
pricing
services
use
multiple
valuation
techniques
to
determine
fair
value.
In
instances
where
sufficient
market
activity
exists,
the
pricing
services
may
utilize
a
market-based
approach
through
which
quotes
from
market
makers
are
used
to
determine
fair
value.
In
instances
where
sufficient
market
activity
may
not
exist
or
is
limited,
the
pricing
services
also
utilize
proprietary
valuation
models
which
may
consider
market
characteristics
such
as
benchmark
yield
curves,
credit
spreads,
estimated
default
rates,
anticipated
market
interest
rate
volatility,
coupon
rates,
anticipated
timing
of
principal
repayments,
underlying
collateral,
and
other
unique
security
features
in
order
to
estimate
the
relevant
cash
flows,
which
are
then
discounted
to
calculate
the
fair
value.
Investments
in open-end mutual
funds
are
valued
at
the
closing
NAV.
Derivative
financial
instruments
listed
on
an
exchange
are
valued
at
the
official
closing
price
of
the
day.
Certain
derivative
financial
instruments
are
centrally
cleared
or
trade
in
the
OTC
market.
The
Fund's
pricing
services
use
various
techniques
including
industry
standard
option
pricing
models
and
proprietary
discounted
cash
flow
models
to
determine
the
fair
value
of
those
instruments.
The
Fund's
net
benefit
or
obligation
under
the
derivative
contract,
as
measured
by
the
fair
value
of
the
contract,
is
included
in
net
assets.
The
Fund
has
procedures
to
determine
the
fair
value
of
financial
instruments
for
which
market
prices
are
not
reliable
or
readily
available.
Under
these
procedures,
the Fund
primarily
employs
a
market-based
approach
which
may
use
related
or
comparable
assets
or
liabilities,
recent
transactions,
market
multiples,
and
other
relevant
information
for
the
investment
to
determine
the
fair
value
of
the
investment.
An
income-based
valuation
approach
may
also
be
used
in
which
the
anticipated
future
cash
flows
of
the
investment
are
discounted
to
calculate
fair
value.
Discounts
may
also
be
applied
due
to
the
nature
or
duration
of
any
restrictions
on
the
disposition
of
the
investments.
Due
to
the
inherent
uncertainty
of
valuations
of
such
investments,
the
fair
values
may
differ
significantly
from
the
values
that
would
have
been
used
had
an
active
market
existed.
b.
Securities
Purchased
on
a
When-Issued,
Forward
Commitment or
Delayed
Delivery
Basis
The
Fund
may
purchase
securities
on
a when-issued,
forward
commitment
or
delayed
delivery basis,
with
payment
and
delivery
scheduled
for
a
future
date.
These
transactions
are
subject
to
market
fluctuations
and
are
subject
to
the
risk
that
the
value
at
delivery
may
be
more
or
less
than
the
trade
date
purchase
price.
Although
the
Fund
will
generally
purchase
these
securities
with
the
intention
of
holding
the
securities, it
may
sell
the
securities
before
the
settlement
date.
Putnam
Municipal
Opportunities
Trust
Notes
to
Financial
Statements
c.
Derivative
Financial
Instruments
The
Fund invested
in
derivative
financial
instruments
in
order
to
manage
risk
or
gain
exposure
to
various
other
investments
or
markets.
Derivatives
are
financial
contracts
based
on
an
underlying
or
notional
amount,
require
no
initial
investment
or
an
initial
net
investment
that
is
smaller
than
would
normally
be
required
to
have
a
similar
response
to
changes
in
market
factors,
and
require
or
permit
net
settlement.
Derivatives
contain
various
risks
including
the
potential
inability
of
the
counterparty
to
fulfill
their
obligations
under
the
terms
of
the
contract,
the
potential
for
an
illiquid
secondary
market,
and/or
the
potential
for
market
movements
which
expose
the
Fund
to
gains
or
losses
in
excess
of
the
amounts
shown
in
the
Statement
of
Assets
and
Liabilities.
Realized
gain
and
loss
and
unrealized
appreciation
and
depreciation
on
these
contracts
for
the
period
are
included
in
the
Statement
of
Operations.
Collateral
requirements
differ
by
type
of
derivative.
Collateral
or
initial
margin
requirements
are
set
by
the
broker
or
exchange
clearing
house
for
exchange
traded
and
centrally
cleared
derivatives.
Initial
margin
deposited
is
held
at
the
exchange
and
can
be
in
the
form
of
cash
and/or
securities.
The
Fund
entered
into
exchange
traded
futures
contracts
primarily
to
manage
and/or
gain
exposure
to
interest
rate
risk.
A
futures
contract
is
an
agreement
between
the
Fund
and
a
counterparty
to
buy
or
sell
an
asset
at
a
specified
price
on
a
future
date.
Required
initial
margins
are
pledged
by
the
Fund,
and
the
daily
change
in
fair
value
is
accounted
for
as
a
variation
margin
payable
or
receivable
in
the
Statement
of
Assets
and
Liabilities.
Futures
contracts
outstanding
at
period
end,
if
any,
are
listed
in
the
Fund's
Schedule
of
Investments.
See
Note
9 regarding
other
derivative
information.
d.
Tender
Option
Bonds
The
Fund
may
participate
in
transactions
whereby
a
fixed-
rate
bond
is
transferred
to
a
tender
option
bond
trust
(TOB
trust)
sponsored
by
a
broker.
The
TOB
trust
funds
the
purchase
of
the
fixed
rate
bonds
by
issuing
floating-rate
bonds
to
third
parties
and
allowing
the
Fund
to
retain
the
residual
interest
in
the
TOB
trust’s
assets
and
cash
flows,
which
are
in
the
form
of
inverse
floating
rate
bonds.
The
inverse
floating
rate
bonds
held
by
the
Fund
give
the
Fund
the
right
to
(1)
cause
the
holders
of
the
floating
rate
bonds
to
tender
their
notes
at
par,
and
(2)
to
have
the
fixed-rate
bond
held
by
the
TOB
trust
transferred
to
the
Fund,
causing
the
TOB
trust
to
collapse.
The
Fund
accounts
for
the
transfer
of
the
fixed-rate
bond
to
the
TOB
trust
as
a
secured
borrowing
by
including
the
fixed-rate
bond
in
the
Fund’s
portfolio
and
including
the
floating
rate
bond
as
a
liability
in
the
Statement
of
Assets
and
Liabilities.
At
the
close
of
the
reporting
period,
the
Fund’s
investments
with
a
value
of
$16,167,479
were
held
by
the
TOB
trust
and
served
as
collateral
for
$10,205,078
in
floating-rate
bonds
outstanding.
For
the
reporting
period
ended,
the
fund
incurred
interest
expense
of
$355,812
for
these
investments
based
on
an
average
interest
rate
of
3.09%.
e.
Income
Taxes
It
is the Fund's
policy
to
qualify
as
a
regulated
investment
company
under
the
Internal
Revenue
Code. The Fund
intends
to
distribute
to
shareholders
substantially
all
of
its
taxable
income
and
net
realized
gains
to
relieve
it
from
federal
income
and if
applicable,
excise
taxes.
As
a
result,
no
provision
for
U.S.
federal
income
taxes
is
required.
The Fund
may
recognize
an
income
tax
liability
related
to
its
uncertain
tax
positions
under
U.S.
GAAP
when
the
uncertain
tax
position
has
a
less
than
50%
probability
that
it
will
be
sustained
upon
examination
by
the
tax
authorities
based
on
its
technical
merits.
As
of
April
30,
2025, the Fund
has
determined
that
no
tax
liability
is
required
in
its
financial
statements
related
to
uncertain
tax
positions
for
any
open
tax
years
(or
expected
to
be
taken
in
future
tax
years).
Open
tax
years
are
those
that
remain
subject
to
examination
and
are
based
on
the
statute
of
limitations
in
each
jurisdiction
in
which
the Fund
invests.
f.
Security
Transactions,
Investment
Income,
Expenses
and
Distributions
Security
transactions
are
accounted
for
on
trade
date.
Realized
gains
and
losses
on
security
transactions
are
determined
on
a
specific
identification
basis.
Interest
income
(including
interest
income
from
payment-in-kind
securities,
if
any)
and
estimated
expenses
are
accrued
daily.
Amortization
of
premium
and
accretion
of
discount
on
debt
securities
are
included
in
interest
income.
Paydown
gains
and
losses
are
recorded
as
an
adjustment
to
interest
income.
Dividend
income
is
recorded
on
the
ex-dividend
date.
1.
Organization
and
Significant
Accounting
Policies
(continued)
Putnam
Municipal
Opportunities
Trust
Notes
to
Financial
Statements
Distributions
to
common
and
preferred
shareholders
from
net
investment
income,
if
any,
are
recorded
by
the
Fund
on
the
ex-dividend
date.
Distributions
from
capital
gains,
if
any,
are
recorded
on
the
ex-dividend
date
and
paid
at
least
annually.
The
Fund
pays
targeted
distribution
rates
to
its
common
shareholders.
Distributions
are
sourced
first
from
tax-exempt
and
ordinary
income.
The
balance
of
the
distributions,
if
any,
comes
next
from
capital
gain
and
then
will
constitute
a
return
of
capital.
A
return
of
capital
is
not
taxable;
rather
it
reduces
a
shareholder’s
tax
basis
in
their
shares
of
the
Fund.
The
Fund
may
make
return
of
capital
distributions
to
achieve
the
targeted
distribution
rates.
Dividends
on
remarketed
preferred
shares
become
payable
when,
as
and
if
declared
by
the
Trustees.
Each
dividend
period
for
the
remarketed
preferred
shares
is
generally
a
7
day
period.
The
applicable
dividend
rate
for
the
remarketed
preferred
shares
on
April
30,
2025
was
5.69%
for
Series
B
and
5.69%
for
Series
C
shares.
The
amount
and
character
of
income
and
gains
to
be
distributed
are
determined
in
accordance
with
income
tax
regulations,
which
may
differ
from
generally
accepted
accounting
principles.
Dividend
sources
are
estimated
at
the
time
of
declaration.
Actual
results
may
vary.
Any
non-
taxable
return
of
capital
cannot
be
determined
until
final
tax
calculations
are
completed
after
the
end
of
the
Fund’s
fiscal
year.
Reclassifications
are
made
to
the
Fund’s
capital
accounts
to
reflect
income
and
gains
available
for
distribution
(or
available
capital
loss
carryovers)
under
income
tax
regulations.
During
the
reporting
period,
the
fund
has
experienced
unsuccessful
remarketings
of
its
remarketed
preferred
shares.
As
a
result,
dividends
to
the
remarketed
preferred
shares
have
been
paid
at
the
“maximum
dividend
rate,”
pursuant
to
the
fund’s
by-laws,
which,
based
on
the
current
credit
quality
of
the
remarketed
preferred
shares,
equals
110%
of
the
higher
of
the
30-day
“AA”
composite
commercial
paper
rate
and
the
taxable
equivalent
of
the
short-term
municipal
bond
rate.
g.
Insurance
The
scheduled
payments
of
interest
and
principal
for
each
insured
municipal
security
in
the
Fund
are
insured
by
either
a
new
issue
insurance
policy
or
a
secondary
insurance
policy.
Depending
on
the
type
of
coverage,
premiums
for
insurance
are
either
added
to
the
cost
basis
of
the
security
or
paid
by
a
third
party.
Insurance
companies
typically
insure
municipal
bonds
that
tend
to
be
of
very
high
quality,
with
the
majority
of
underlying
municipal
bonds
rated
A
or
better.
However,
an
event
involving
an
insurer
could
have
an
adverse
effect
on
the
value
of
the
securities
insured
by
that
insurance
company.
There
can
be
no
assurance
the
insurer
will
be
able
to
fulfill
its
obligations
under
the
terms
of
the
policy.
h.
Accounting
Estimates
The
preparation
of
financial
statements
in
accordance
with
U.S.
GAAP
requires
management
to
make
estimates
and
assumptions
that
affect
the
reported
amounts
of
assets
and
liabilities
at
the
date
of
the
financial
statements
and
the
amounts
of
income
and
expenses
during
the
reporting
period.
Actual
results
could
differ
from
those
estimates.
i.
Guarantees
and
Indemnifications
Under
the Fund's
organizational
documents,
its
officers
and trustees
are
indemnified
by
the
Fund against
certain
liabilities
arising
out
of
the
performance
of
their
duties
to
the
Fund.
Additionally,
in
the
normal
course
of
business,
the
Fund
enters
into
contracts
with
service
providers
that
contain
general
indemnification
clauses.
The Fund's
maximum
exposure
under
these
arrangements
is
unknown
as
this
would
involve
future
claims
that
may
be
made
against
the Fund
that
have
not
yet
occurred.
Currently,
the Fund
expects
the
risk
of
loss
to
be
remote.
2.
Shares
of
Beneficial
Interest
At
April
30,
2025,
there
were
an
unlimited
number
of
shares
authorized
(without
par
value).
During
the years
ended
April
30,
2025 and 2024,
there
were
no
shares
issued;
all
reinvested
distributions
were
satisfied
with
previously
issued
shares
purchased
in
the
open
market.
1.
Organization
and
Significant
Accounting
Policies
(continued)
f.
Security
Transactions,
Investment
Income,
Expenses
and
Distributions
(continued)
Putnam
Municipal
Opportunities
Trust
Notes
to
Financial
Statements
In September
2024,
the
Board
authorized
management
to
renew
the
Fund’s
open-market
share
repurchase
program.
Under
the
program,
the
Fund
may
purchase,
from
time
to
time,
fund
shares
in
open-market
transactions,
at
the
discretion
of
management.
Repurchases
are
made
when
the fund's
shares
are
trading
at
less
than
net
asset
value
and
therefore
increase
the
net
asset
value
per
share
of
the
fund's
remaining
shares. Transactions
in
the
Fund’s
shares
were
as
follows:
3.
Preferred
Shares
The
Series
B
(2,876)
and
C
(2,673)
remarketed
preferred
shares
are
redeemable
at
the
option
of
the
Fund
on
any
dividend
payment
date
at
a
redemption
price
of
$25,000
per
remarketed
preferred
share,
plus
an
amount
equal
to
any
dividends
accumulated
on
a
daily
basis
but
unpaid
through
the
redemption
date
(whether
or
not
such
dividends
have
been
declared)
and,
in
certain
circumstances,
a
call
premium.
It
is
anticipated
that
dividends
paid
to
holders
of
remarketed
preferred
shares
will
be
considered
tax-exempt
dividends
under
the
Internal
Revenue
Code
of
1986.
To
the
extent
that
the
Fund
earns
taxable
income
and
capital
gains
by
the
conclusion
of
a
fiscal
year,
it
may
be
required
to
apportion
to
the
holders
of
the
remarketed
preferred
shares
throughout
that
year
additional
dividends
as
necessary
to
result
in
an
after-tax
equivalent
to
the
applicable
dividend
rate
for
the
period.
Under
the
1940
Act,
the
Fund
is
required
to
maintain
asset
coverage
of
at
least
200%
with
respect
to
the
remarketed
preferred
shares.
Additionally,
the
Fund’s
bylaws
impose
more
stringent
asset
coverage
requirements
and
restrictions
relating
to
the
rating
of
the
remarketed
preferred
shares
by
the
shares’
rating
agencies.
Should
these
requirements
not
be
met,
or
should
dividends
accrued
on
the
remarketed
preferred
shares
not
be
paid,
the
Fund
may
be
restricted
in
its
ability
to
declare
dividends
to
common
shareholders
or
may
be
required
to
redeem
certain
of
the
remarketed
preferred
shares.
At
April
30,
2025,
no
such
restrictions
have
been
placed
on
the
Fund.
4.
Transactions
with
Affiliates
Franklin
Resources,
Inc.
is
the
holding
company
for
various
subsidiaries
that
together
are
referred
to
as
Franklin
Templeton.
Certain
officers
and
trustees
of
the Fund are
also
officers
and/or
trustees of
the
following
subsidiaries:
Year
Ended
April
30,
2025
Year
Ended
April
30,
2024
Shares
Amount
Shares
Amount
Shares
repurchased
.............................................
3,001,429
$31,013,227
2,718,943
$27,461,339
Weighted
average
discount
of
cost
of
repurchase
to
net
asset
value
of
shares
repurchased
.................................................
10.17%
9.75%
Subsidiary
Affiliation
Franklin
Advisers,
Inc.
(Advisers)
Investment
manager
Franklin
Templeton
Investment
Management
Limited
(FTIML)
Subadvisor
Putnam
Investments
Limited
(PIL)
Subadvisor
Putnam
Investment
Management,
LLC
(Putnam
Management)
Subadvisor
Franklin
Templeton
Services,
LLC
(FT
Services)
Administrative
manager
Franklin
Distributors,
LLC
(Distributors)
Principal
underwriter
Putnam
Investor
Services,
Inc.
(PSERV)
Transfer
agent
2.
Shares
of
Beneficial
Interest
(continued)
Putnam
Municipal
Opportunities
Trust
Notes
to
Financial
Statements
a.
Management
Fees
Effective
July
15,
2024,
Putnam
Management
transferred
its
management
contract
with
the
Fund
to Advisers.
As
a
result
of
the
transfer, Advisers
replaced
Putnam
Management
as
the
investment
adviser
of
the
Fund.
In
connection
with
the
transfer,
the
Fund’s
portfolio
managers,
along
with
supporting
research
analysts
and
certain
other
investment
staff
of
Putnam
Management,
also
became
employees
of Advisers.
In
addition,
Putnam
Management
transferred
to Advisers
the
sub-management
contract
between
Putnam
Management
and
PIL
in
respect
of
the
Fund.
The
Fund
pays Advisers
for
management
and
investment
advisory
services
quarterly
based
on
the
average
net
assets
of
the
Fund,
including
assets
attributable
to
preferred
shares.
Such
fee
is
based
on
the
following
annual
rates
based
on
the
average
weekly
net
assets
attributable
to
common
and
preferred
shares.
The
lesser
of
(i)
0.550%
of
average net
assets
attributable
to
common
and
preferred
shares
outstanding,
or
(ii)
the
following
rates:
For
the
reporting
period,
the
management
fee
represented
an
effective
rate
(excluding
the
impact
from
any
expense
waivers
in
effect)
of 0.550%
of
the
fund’s
average
net
assets
attributable
to
common
and
preferred
shares
outstanding.
If
dividends
payable
on
remarketed
preferred
shares
during
any
dividend
payment
period
plus
any
expenses
attributable
to
remarketed
preferred
shares
for
that
period
exceed
the
Fund’s
gross
income
attributable
to
the
proceeds
of
the
remarketed
preferred
shares
during
that
period,
then
the
fee
payable
to Advisers
for
that
period
will
be
reduced
by
the
amount
of
the
excess
(but
not
more
than
the
effective
management
fees
rate
under
the
contract
multiplied
by
the
liquidation
preference
of
the
remarketed
preferred
shares
outstanding
during
the
period).
For
the
reporting
period, Advisers
reimbursed
$676,496 to
the
Fund.
Any
amount
in
excess
of
the
fee
payable
to Advisers
for
a
given
period
will
be
used
to
reduce
any
subsequent
fee
payable
to Advisers,
as
may
be
necessary.
As
of
the
reporting
period,
this
excess
amounted
to
$5,486,504.
Effective
July
15,
2024,
Advisers
retained
Putnam
Management
as
subadvisor
for
the
Fund
pursuant
to
a
new
sub-advisory
agreement.
Pursuant
to
the
agreement,
Putnam
Management
provides
certain
advisory
and
related
services
to
the
Fund.
Advisers
pays
a
monthly
fee
to
Putnam
Management
based
on
the
costs
of
Putnam
Management
in
providing
these
services
to
the
Fund,
which
may
include
a
mark-up
not
to
exceed
15%
over
such
costs.
Effective
November
1,
2024,
under
a
subadvisory
agreement,
FTIML
provides
subadvisory
services
to
the
Fund.
The
subadvisory
fee
is
paid
by Advisers
based
on
the
average
net
assets
managed
by
FTIML,
and
is
not
an
additional
expense
of
the
Fund.
Prior
to
November
1,
2024,
PIL
provided
subadvisory
services
to
the
Fund.
Effective
November
1,
2024,
PIL
merged
into
FTIML,
and
PIL
investment
professionals
became
employees
of
FTIML.
Annualized
Fee
Rate
Net
Assets
0.650%
of
the
first
$500
million
of
average
weekly
net
assets,
0.550%
of
the
next
$500
million
of
average
weekly
net
assets,
0.500%
of
the
next
$500
million
of
average
weekly
net
assets,
0.450%
of
the
next
$5
billion
of
average
weekly
net
assets,
0.425%
of
the
next
$5
billion
of
average
weekly
net
assets,
0.405%
of
the
next
$5
billion
of
average
weekly
net
assets,
0.390%
of
the
next
$5
billion
of
average
weekly
net
assets
and
0.380%
of
any
excess
thereafter.
4.
Transactions
with
Affiliates
(continued)
Putnam
Municipal
Opportunities
Trust
Notes
to
Financial
Statements
b.
Administrative
Fees
The
Fund
reimburses
Advisers
an
allocated
amount
for
the
compensation
and
related
expenses
of
certain
officers
of
the
Fund
and
their
staff
who
provide
administrative
services
to
the
Fund.
The
aggregate
amount
of
all
such
reimbursements
is
determined
annually
by
the
Trustees.
Effective
June
1,
2024,
FT
Services
provides
certain
administrative
services
to
the
Fund.
The
fee
for
those
services
is
paid
by
the
Fund’s
investment
manager
based
on
the
Fund’s
average
daily
net
assets,
and
is
not
an
additional
expense
of
the
Fund.
c.
Transfer
Agent
Fees
PSERV,
an
affiliate
of Advisers,
provides
investor
servicing
agent
functions
to
the
Fund.
PSERV
was
paid
a
monthly
fee
for
investor
servicing
at
an
annual
rate
of
0.05%
of
the
Fund’s
average
daily
net
assets.
The
amounts
incurred
for
investor
servicing
agent
functions
during
the
reporting
period
are
included
in Transfer
agent fees
in
the
Statement
of
Operations.
d.
Trustee
Fees
The
Fund
has
adopted
a
Trustee
Fee
Deferral
Plan
(the
Deferral
Plan)
which
allows
the
Trustees,
who
were
serving
prior
to
April
25,
2025, to
defer
the
receipt
of
all
or
a
portion
of
Trustees’
fees
payable
from
July
1,
1995
through
December
31,
2023.
The
deferred
fees
remain
invested
in
certain
Putnam
funds
until
distribution
in
accordance
with
the
Deferral
Plan.
The
Fund
has
adopted
an
unfunded
noncontributory
defined
benefit
pension
plan
(the
Pension
Plan)
covering
all
Trustees
of
the
Fund,
who
were
serving
prior
to
April
25,
2025
and
who
have
served
as
a
Trustee
for
at
least
five
years
and
were
first
elected
prior
to
2004.
Benefits
under
the
Pension
Plan
are
equal
to
50%
of
the
Trustee's
average
annual
attendance
and
retainer
fees
for
the
three
years
ended
December
31,
2005.
The
retirement
benefit
is
payable
during
a
Trustee's
lifetime,
beginning
the
year
following
retirement,
for
the
number
of
years
of
service
through
December
31,
2006.
Pension
expense
for
the
Fund
is
included
in
the
Trustees' fees
and
expenses
in
the
Statement
of
Operations.
Accrued
pension
liability
is
included
in
Payable
for
Trustees' fees
and
expenses
in
the
Statement
of
Assets
and
Liabilities.
The
Trustees
have
terminated
the
Pension
Plan
with
respect
to
any
Trustee
first
elected
after
2003.
e.
Investments
in
Affiliated
Management
Investment
Companies
The
Fund
invests
in
one
or
more
affiliated
management
investment
companies.
As
defined
in
the
1940
Act,
an
investment
is
deemed
to
be
a
“Controlled
Affiliate”
of
a
fund
when
a
fund
owns,
either
directly
or
indirectly,
25%
or
more
of
the
affiliated
fund’s
outstanding
shares
or
has
the
power
to
exercise
control
over
management
or
policies
of
such
fund.
The
Fund
does
not
invest
for
purposes
of
exercising
a
controlling
influence
over
the
management
or
policies.
Management
fees
paid
by
the
Fund
are
waived
on
assets
invested
in
the
affiliated
management
investment
companies,
as
noted
in
the
Statement
of
Operations,
in
an
amount
not
to
exceed
the
management
and
administrative
fees,
if
applicable, paid
directly
or
indirectly
by
each
affiliate.
During
the
year
ended
April
30,
2025,
the
Fund
held
investments
in
affiliated
management
investment
companies
as
follows:
aa
Value
at
Beginning
of
Year
Purchases
Sales
Realized
Gain
(Loss)
Net
Change
in
Unrealized
Appreciation
(Depreciation)
Value
at
End
of
Year
Number
of
Shares
Held
at
End
of
Year
Investment
Income
a
a
a
a
a
a
a
a
Putnam
Municipal
Opportunities
Trust
Non-Controlled
Affiliates
Dividends
Putnam
Short
Term
Investment
Fund,
Class
P,
4.468%
......
$121,674
$99,502,494
$(97,018,552)
$—
$—
$2,605,616
2,605,616
$287,296
Total
Affiliated
Securities
...
$121,674
$99,502,494
$(97,018,552)
$—
$—
$2,605,616
$287,296
4.
Transactions
with
Affiliates
(continued)
Putnam
Municipal
Opportunities
Trust
Notes
to
Financial
Statements
5.
Expense
Offset
Arrangement
The Fund has
previously
entered
into
an
arrangement
with
its
custodian
whereby
credits
realized
as
a
result
of
uninvested
cash
balances
are
used
to
reduce
a
portion
of
the
Fund's
custodian
expenses.
During
the
year
ended
April
30,
2025,
the
custodian
fees
were
reduced
as
noted
in
the
Statement
of
Operations.
Effective
March
10,
2025,
earned
credits,
if
any,
will
be
recognized
as
income.
6.
Income
Taxes
For
tax
purposes,
capital
losses
may
be
carried
over
to
offset
future
capital
gains.
At
April
30,
2025,
the
capital
loss
carryforwards
were
as
follows:
During
the
year
ended
April
30,
2025,
the
Fund
utilized
$941,926
of
capital
loss
carryforwards.
The
tax
character
of
distributions
paid
during
the
years
ended
April
30,
2025
and
2024,
was
as
follows:
At
April
30,
2025,
the
cost
of
investments
and
net
unrealized
appreciation
(depreciation)
for
income
tax
purposes
were
as
follows:
Differences
between
income
and/or
capital
gains
as
determined
on
a
book
basis
and
a
tax
basis
are
primarily
due
to
differing
treatments
of
bond
discounts
and
premiums
and
tax
straddles.
7.
Investment
Transactions
Purchases
and
sales
of
investments (excluding
short
term
securities) for
the
year
ended
April
30,
2025,
aggregated
$84,742,359 and
$114,103,956,
respectively.
8.
Credit
Risk
and
Defaulted
Securities
At
April
30,
2025,
the
Fund
had 12.0% of
its
portfolio
invested
in
high
yield
securities
rated
below
investment
grade
and
unrated
securities.
These
securities
may
be
more
sensitive
to
economic
conditions
causing
greater
price
volatility
and
are
potentially
subject
to
a
greater
risk
of
loss
due
to
default
than
higher
rated
securities.
Capital
loss
carryforwards
not
subject
to
expiration:
Short
term
................................................................................
$
9,142,742
Long
term
................................................................................
14,337,396
Total
capital
loss
carryforwards
...............................................................
$23,480,138
2025
2024
Distributions
paid
from:
Ordinary
income
..........................................................
$512,775
$462,723
Tax
exempt
income
........................................................
16,396,527
17,206,252
Return
of
capital
...........................................................
3,223,028
4,335,030
$20,132,330
$22,004,005
Cost
of
investments
..........................................................................
$464,722,054
Unrealized
appreciation
........................................................................
$6,999,852
Unrealized
depreciation
........................................................................
(20,548,249)
Net
unrealized
appreciation
(depreciation)
..........................................................
$(13,548,397)
Putnam
Municipal
Opportunities
Trust
Notes
to
Financial
Statements
The
Fund held
a
defaulted
security
and/or
other
securities
for
which
the
income
has
been
deemed
uncollectible.
At
April
30,
2025,
the value
of
this
security
was $1,159,906, representing 0.4%
of
the
Fund's
net
assets.
The
Fund
discontinues
accruing
income
on
securities
for
which
income
has
been
deemed
uncollectible
and
provides
an
estimate
for
losses
on
interest
receivable.
The
security has
been
identified
in
the
accompanying Schedule
of
Investments.
9.
Other
Derivative
Information
At
April
30,
2025,
investments
in
derivative
contracts
are
reflected
in
the Statement of
Assets
and
Liabilities
as
follows:
For
the
year
ended
April
30,
2025,
the
effect
of
derivative
contracts
in
the Statement
of
Operations
was
as
follows:
For
the
year
ended
April
30,
2025,
the
average
month
end
notional
amount
of
futures
contracts
represented
$9,739,700.
See
Note
1(c) regarding
derivative
financial
instruments.
See
Abbreviations
on
page
32
.
10.
Fair
Value
Measurements
The
Fund
follows
a
fair
value
hierarchy
that
distinguishes
between
market
data
obtained
from
independent
sources
(observable
inputs)
and
the Fund's
own
market
assumptions
(unobservable
inputs).
These
inputs
are
used
in
determining
the
value
of
the
Fund's financial
instruments
and
are
summarized
in
the
following
fair
value
hierarchy:
Level
1
–
quoted
prices
in
active
markets
for
identical
financial
instruments
Asset
Derivatives
Liability
Derivatives
Derivative
Contracts
Not
Accounted
for
as
Hedging
Instruments
Statement
of
Assets
and
Liabilities
Location
Fair
Value
Statement
of
Assets
and
Liabilities
Location
Fair
Value
Putnam
Municipal
Opportunities
Trust
Interest
rate
contracts
.......
Variation
margin
on
futures
contracts
$
146,473
a
Variation
margin
on
futures
contracts
$
—
Total
....................
$146,473
$—
a
This
amount
reflects
the
cumulative
appreciation
(depreciation)
of
futures
contracts
as
reported
in
the
Schedule
of
Investments.
Only
the
variation
margin
receivable/payable
at
year
end
is
separately
reported
within
the
Statement
of
Assets
and
Liabilities.
Prior
variation
margin
movements
were
recorded
to
cash
upon
receipt
or
payment.
Derivative
Contracts
Not
Accounted
for
as
Hedging
Instruments
Statement
of
Operations
Location
Net
Realized
Gain
(Loss)
for
the
Year
Statement
of
Operations
Location
Net
Change
in
Unrealized
Appreciation
(Depreciation)
for
the
Year
Putnam
Municipal
Opportunities
Trust
Net
realized
gain
(loss)
from:
Net
change
in
unrealized
appreciation
(depreciation)
on:
Futures
contracts
$(704,816)
Futures
contracts
$(113,056)
Total
.......................
$(704,816)
$(113,056)
8.
Credit
Risk
and
Defaulted
Securities
(continued)
Putnam
Municipal
Opportunities
Trust
Notes
to
Financial
Statements
Level
2
–
other
significant
observable
inputs
(including
quoted
prices
for
similar
financial
instruments,
interest
rates,
prepayment
speed,
credit
risk,
etc.)
Level
3
–
significant
unobservable
inputs
(including
the
Fund's
own
assumptions
in
determining
the
fair
value
of
financial
instruments)
The
input
levels
are
not
necessarily
an
indication
of
the
risk
or
liquidity
associated
with
financial
instruments
at
that
level.
A
summary
of
inputs
used
as
of
April
30,
2025,
in
valuing
the
Fund's assets carried
at
fair
value,
is
as
follows:
11.
Operating
Segments
The
Fund has adopted
the
FASB
Accounting
Standards
Update
(ASU)
2023-07,
Segment
Reporting
(Topic
280)
-
Improvements
to
Reportable
Segment
Disclosures.
The
update
is
limited
to
disclosure
requirements
and
does
not
impact
the Fund's
financial
position
or
results
of
operations.
The Fund operates
as
a
single
operating
segment,
which
is
an
investment
portfolio.
The
Fund's Investment
manager
serves
as
the
Chief
Operating
Decision
Maker
(CODM),
evaluating
fund-wide
results
and
performance
under
a
unified
investment
strategy.
The
CODM
uses
these
measures
to
assess
fund
performance
and
allocate
resources
effectively.
Internal
reporting
provided
to
the
CODM
aligns
with
the
accounting
policies
and
measurement
principles
used
in
the financial
statements.
For
information
regarding
segment
assets,
segment
profit
or
loss,
and
significant
expenses,
refer
to
the Statement
of
Assets
and
Liabilities
and
the Statement
of
Operations,
along
with
the
related
notes
to
the financial
statements.
The Schedule
of
Investments
provides
details
of
the Fund's
investments
that
generate
returns
such
as
interest,
dividends,
and
realized
and
unrealized
gains
or
losses.
Performance
metrics,
including
portfolio
turnover
and
expense
ratios,
are
disclosed
in
the Financial
Highlights.
12.
Subsequent
Events
The
Fund
has
evaluated
subsequent
events
through
the
issuance
of
the
financial
statements
and
determined
that
no
events
have
occurred
that
require
disclosure.
Level
1
Level
2
Level
3
Total
Putnam
Municipal
Opportunities
Trust
Assets:
Investments
in
Securities:
a
Municipal
Bonds
.........................
$
—
$
447,828,876
$
—
$
447,828,876
Short
Term
Investments
...................
2,605,616
592,692
—
3,198,308
Total
Investments
in
Securities
...........
$2,605,616
$448,421,568
$—
$451,027,184
Other
Financial
Instruments:
Futures
Contracts
.......................
$146,473
$—
$—
$146,473
Total
Other
Financial
Instruments
.........
$146,473
$—
$—
$146,473
a
For
detailed
categories,
see
the
accompanying
Schedule
of
Investments.
10.
Fair
Value
Measurements
(continued)
Putnam
Municipal
Opportunities
Trust
Notes
to
Financial
Statements
Abbreviations
Selected
Portfolio
AGMC
Assured
Guaranty
Municipal
Corp.
AMBAC
American
Municipal
Bond
Assurance
Corp.
BAM
Build
America
Mutual
Assurance
Co.
FHLMC
Federal
Home
Loan
Mortgage
Corp.
FNMA
Federal
National
Mortgage
Association
FRN
Floating
Rate
Note
GO
General
Obligation
NATL
National
Reinsurance
Corp.
PSF
Permanent
School
Fund
Putnam
Municipal
Opportunities
Trust
Report
of
Independent
Registered
Public
Accounting
Firm
To
the
Board
of
Trustees
and
Shareholders
of
Putnam
Municipal
Opportunities
Trust
Opinion
on
the
Financial
Statements
We
have
audited
the
accompanying
statement
of
assets
and
liabilities,
including
the
schedule
of
investments,
of
Putnam
Municipal
Opportunities
Trust
(the
"Fund")
as
of
April
30,
2025,
the
related
statement
of
operations
for
the
year
ended
April
30,
2025,
the
statement
of
changes
in
net
assets
for
each
of
the
two
years
in
the
period
ended
April
30,
2025
including
the
related
notes,
and
the
financial
highlights
for
each
of
the
five
years
in
the
period
ended
April
30,
2025
(collectively
referred
to
as
the
“financial
statements”).
In
our
opinion,
the
financial
statements
present
fairly,
in
all
material
respects,
the
financial
position
of
the
Fund
as
of
April
30,
2025,
the
results
of
its
operations
for
the
year
then
ended,
the
changes
in
its
net
assets
for
each
of
the
two
years
in
the
period
ended
April
30,
2025
and
the
financial
highlights
for
each
of
the
five
years
in
the
period
ended
April
30,
2025
in
conformity
with
accounting
principles
generally
accepted
in
the
United
States
of
America.
Basis
for
Opinion
These
financial
statements
are
the
responsibility
of
the
Fund’s
management.
Our
responsibility
is
to
express
an
opinion
on
the
Fund’s
financial
statements
based
on
our
audits.
We
are
a
public
accounting
firm
registered
with
the
Public
Company
Accounting
Oversight
Board
(United
States)
(PCAOB)
and
are
required
to
be
independent
with
respect
to
the
Fund
in
accordance
with
the
U.S.
federal
securities
laws
and
the
applicable
rules
and
regulations
of
the
Securities
and
Exchange
Commission
and
the
PCAOB.
We
conducted
our
audits
of
these
financial
statements
in
accordance
with
the
standards
of
the
PCAOB.
Those
standards
require
that
we
plan
and
perform
the
audit
to
obtain
reasonable
assurance
about
whether
the
financial
statements
are
free
of
material
misstatement,
whether
due
to
error
or
fraud.
Our
audits
included
performing
procedures
to
assess
the
risks
of
material
misstatement
of
the
financial
statements,
whether
due
to
error
or
fraud,
and
performing
procedures
that
respond
to
those
risks.
Such
procedures
included
examining,
on
a
test
basis,
evidence
regarding
the
amounts
and
disclosures
in
the
financial
statements.
Our
audits
also
included
evaluating
the
accounting
principles
used
and
significant
estimates
made
by
management,
as
well
as
evaluating
the
overall
presentation
of
the
financial
statements.
Our
procedures
included
confirmation
of
securities
owned
as
of
April
30,
2025
by
correspondence
with
the
custodian,
transfer
agent,
administrative
agent
for
the
tender
option
bond
trust,
and
brokers;
when
replies
were
not
received
from
brokers,
we
performed
other
auditing
procedures.
We
believe
that
our
audits
provide
a
reasonable
basis
for
our
opinion.
/s/PricewaterhouseCoopers
LLP
Boston,
Massachusetts
June
20,
2025
We
have
served
as
the
auditor
of
one
or
more
investment
companies
in
the
Putnam
Funds
family
of
funds
since
at
least
1957.
We
have
not
been
able
to
determine
the
specific
year
we
began
serving
as
auditor.
Putnam
Municipal
Opportunities
Trust
Tax
Information
(unaudited)
By
mid-February,
tax
information
related
to
a
shareholder's
proportionate
share
of
distributions
paid
during
the
preceding
calendar
year
will
be
received,
if
applicable.
Please
also
refer
to
www.franklintempleton.com
for
per
share
tax
information
related
to
any
distributions
paid
during
the
preceding
calendar
year.
Shareholders
are
advised
to
consult
with
their
tax
advisors
for
further
information
on
the
treatment
of
these
amounts
on
their
tax
returns.
The
following
tax
information
for
the
Fund
is
required
to
be
furnished
to
shareholders
with
respect
to
income
earned
and
distributions
paid
during
its
fiscal
year.
The
Fund
hereby
reports
the
following
amounts,
or
if
subsequently
determined
to
be
different,
the
maximum
allowable
amounts,
for
the
fiscal
year
ended
April
30,
2025:
Pursuant
to:
Amount
Reported
Exempt-Interest
Dividends
Distributed
§852(b)(5)(A)
$17,366,210
Section
163(j)
Interest
Earned
§163(j)
$512,775
Putnam
Municipal
Opportunities
Trust
Important
Information
to
Shareholders
Managed
Distribution
Plan
The
Board
has
implemented
a
managed
distribution
plan
where
the
Fund
distributes
a
level
distribution
amount
to
shareholders.
Until
April
30,
2025,
the
Fund
made
monthly
distributions
to
shareholders
at
the
rate
of
$0.035
per
share.
Effective
May
1,
2025,
the
Fund
intends
to
make
monthly
distributions
to
shareholders
at
the
rate
of
$0.0393
per
share.
Management
will
generally
distribute
amounts
necessary
to
satisfy
the
Fund’s
plan
and
the
requirements
prescribed
by
excise
tax
rules
and
Subchapter
M
of
the
Internal
Revenue
Code.
The
plan
is
intended
to
provide
shareholders
with
a
consistent
distribution
each
month
and
is
intended
to
narrow
the
discount
between
the
market
price
and
the
NAV
of
the
Fund’s
common
shares,
but
there
is
no
assurance
that
the
plan
will
be
successful
in
doing
so.
Under
the
managed
distribution
plan,
to
the
extent
that
sufficient
investment
income
is
not
available
on
a
monthly
basis,
the
Fund
will
distribute
long-term
capital
gains
and/or
return
of
capital
in
order
to
maintain
its
managed
distribution
rate.
No
conclusions
should
be
drawn
about
the
Fund’s
investment
performance
from
the
amount
of
the
Fund’s
distributions
or
from
the
terms
of
the
Fund’s
managed
distribution
plan.
The
Board
may
amend
the
terms
of
the
plan
or
terminate
the
plan
at
any
time.
The
amendment
or
termination
of
the
plan
could
have
an
adverse
effect
on
the
market
price
of
the
Fund’s
common
shares.
The
plan
will
be
subject
to
the
periodic
review
by
the
Board,
including
a
yearly
review
of
the
annual
minimum
fixed
rate
to
determine
if
an
adjustment
should
be
made.
In
compliance
with
Rule
19a-1
of
the
Investment
Company
Act
of
1940,
shareholders
will
receive
a
notice
that
details
the
source
of
income
for
each
dividend
such
as
net
investment
income,
gain
from
the
sale
of
securities
and
return
of
principal.
However,
determination
of
the
actual
source
of
the
Fund’s
dividend
can
only
be
made
at
year-end.
The
actual
source
amounts
of
all
Fund
dividends
will
be
included
in
the
Fund’s
annual
or
semiannual
reports.
In
addition,
the
tax
treatment
may
differ
from
the
accounting
treatment
used
to
calculate
the
source
of
the
Fund’s
dividends
as
shown
on
shareholders’
statements.
Shareholders
should
refer
to
their
Form
1099-DIV
for
the
character
and
amount
of
distributions
for
income
tax
reporting
purposes.
Since
each
shareholder’s
tax
situation
is
unique,
it
may
be
advisable
to
consult
a
tax
advisor
as
to
the
appropriate
treatment
of
Fund
distributions.
Information
about
the
fund’s
goal,
investment
strategies,
principal
risks,
and
fundamental
investment
policies
Changes
to
the
fund’s
goal,
investment
strategies,
and
principal
risks
The
following
information
in
this
annual
report
is
a
summary
of
Fund's
investment
objectives,
strategies
and
principal
risk
factors.
The
following
information
also
includes
certain
changes
made
over
the
prior
year.
This
information
may
not
reflect
all
the
changes
that
have
occurred
since
you
purchased
the
fund.
Goal
The
goal
of
the
fund
is
to
seek
as
high
a
level
of
current
income
exempt
from
federal
income
tax
as
we
believe
to
be
consistent
with
preservation
of
capital.
The
fund’s
main
investment
strategies
and
related
risks
This
section
contains
detail
regarding
the
fund’s
main
investment
strategies
and
the
related
risks
you
face
as
a
fund
shareholder.
It
is
important
to
keep
in
mind
that
risk
and
reward
generally
go
hand
in
hand;
the
higher
the
potential
reward,
the
greater
the
risk.
The
fund
intends
to
achieve
its
objective
by
investing
in
a
portfolio
of
investment-grade
and
some
below
investment-
grade
municipal
bonds
selected
by
Putnam
Management.
The
fund
also
uses
leverage,
primarily
by
issuing
preferred
shares
in
an
effort
to
enhance
the
returns
for
the
common
shareholders.
The
fund’s
shares
trade
on
a
stock
exchange
at
market
prices,
which
may
be
lower
than
the
fund’s
net
asset
value.
The
fund’s
use
of
leverage
involves
risks,
which
are
discussed
in
more
detail
below,
and
may
increase
the
volatility
of
the
fund’s
net
asset
value.
Under
normal
circumstances,
the
Fund’s
allocation
to
the
investment
category
of
mortgage-backed
and
other
asset-
backed
securities
will
be
primarily
composed
of
investments
in
mortgage-backed
securities.
Under
normal
market
conditions,
the
Fund
will
invest
at
least
20%
of
its
assets
in
debt
securities
or
other
instruments
rated
below
investment
grade,
sometimes
called
“junk
bonds.”
The
Fund
may
also
invest
in
investment
grade
debt
securities.
Investment
grade
debt
securities
are
rated
in
one
of
the
top
four
ratings
Putnam
Municipal
Opportunities
Trust
Important
Information
to
Shareholders
categories
by
a
nationally-recognized
statistical
rating
organization
(a
“Rating
Agency”)
such
as
S&P,
Moody’s
or
Fitch.
A
debt
security
rated
below
the
top
four
ratings
categories
by
each
Rating
Agency
rating
the
security
will
be
considered
below
investment
grade.
The
Fund
may
also
buy
unrated
debt
securities
or
other
income-producing
instruments.
The
Fund
may
invest
in
securities
or
other
instruments
whose
issuers
are
in
default
or
bankruptcy.
Under
normal
conditions,
the
Fund
will
not
invest
more
than
5%
of
its
total
assets
in
debt
securities
or
other
obligations
whose
issuers
are
in
default
at
the
time
of
purchase.
•
Tax-exempt
investments.
These
investments
are
issued
by
or
for
states,
territories
or
possessions
of
the
United
States
or
by
their
political
subdivisions,
agencies,
authorities
or
other
government
entities,
and
the
income
from
these
investments
is
exempt
from
both
federal
and
the
applicable
state’s
income
tax.
These
investments
are
issued
to
raise
money
for
public
purposes,
such
as
loans
for
the
construction
of
housing,
schools
or
hospitals,
or
to
provide
temporary
financing
in
anticipation
of
the
receipt
of
taxes
and
other
revenue.
They
also
include
private
activity
obligations
of
public
authorities
to
finance
privately
owned
or
operated
facilities.
Changes
in
law
or
adverse
determinations
by
the
Internal
Revenue
Service
could
make
the
income
from
some
of
these
obligations
taxable.
•
Alternative
minimum
tax
risk.
The
fund
may
invest
in
municipal
securities
and
private
activity
bonds
that
generate
interest
that
is
subject
to
federal
alternative
minimum
tax
(AMT).
As
a
result,
taxpayers
who
are
subject
to
the
AMT
potentially
could
earn
a
lower
after-tax
return.
Corporate
shareholders
will
be
required
to
include
all
exempt
interest
dividends
in
determining
their
federal
AMT.
For
more
information,
including
possible
state,
local
and
other
taxes,
contact
your
tax
advisor.
•
General
obligations.
These
are
backed
by
the
issuer’s
authority
to
levy
taxes
and
are
considered
an
obligation
of
the
issuer.
They
are
payable
from
the
issuer’s
general
unrestricted
revenues,
although
payment
may
depend
upon
government
appropriation
or
aid
from
other
governments.
These
investments
may
be
vulnerable
to
legal
limits
on
a
government’s
power
to
raise
revenue
or
increase
taxes,
as
well
as
economic
or
other
developments
that
can
reduce
revenues.
•
Revenue
obligations.
These
are
payable
from
revenue
earned
by
a
particular
project
or
other
revenue
source.
They
include
private
activity
bonds
such
as
industrial
development
bonds,
which
are
paid
only
from
the
revenues
of
the
private
owners
or
operators
of
the
facilities.
Investors
can
look
only
to
the
revenue
generated
by
the
project
or
the
private
company
operating
the
project
rather
than
the
credit
of
the
state
or
local
government
authority
issuing
the
bonds.
Revenue
obligations
are
typically
subject
to
greater
credit
risk
than
general
obligations
because
of
the
relatively
limited
source
of
revenue.
•
Tender
option
bonds.
The
fund
may
leverage
its
assets
through
the
use
of
proceeds
received
through
tender
option
bond
transactions.
In
a
tender
option
bond
transaction,
the
fund
transfers
a
fixed-rate
municipal
bond
to
a
special
purpose
entity
trust
(TOB
trust)
sponsored
by
a
broker.
The
TOB
trust
funds
the
purchase
of
the
fixed
rate
bonds
by
issuing
short-term
floating-rate
bonds
to
third
parties
and
allowing
the
fund
to
retain
the
residual
interest
in
the
TOB
trust’s
assets
and
cash
flows,
which
are
in
the
form
of
inverse
floating
rate
bonds.
The
inverse
floating
rate
bonds
held
by
the
fund
give
the
fund
the
right
to
(1)
cause
the
holders
of
the
floating
rate
bonds
to
tender
their
notes
at
par,
and
(2)
to
have
the
fixed-rate
bond
held
by
the
TOB
trust
transferred
to
the
fund,
causing
the
TOB
trust
to
be
liquidated.
The
fund
will
look
through
to
the
underlying
municipal
bond
held
by
a
TOB
trust
for
purposes
of
the
fund’s
80%
policy
referenced
below
under
the
heading
“The
fund’s
fundamental
investment
policies.”
•
Interest
rate
risk.
The
values
of
bonds
and
other
debt
instruments
usually
rise
and
fall
in
response
to
changes
in
interest
rates.
Interest
rates
can
change
in
response
to
the
supply
and
demand
for
credit,
government
and/or
central
bank
monetary
policy
and
action,
inflation
rates,
and
other
factors.
Declining
interest
rates
generally
result
in
an
increase
in
the
value
of
existing
debt
instruments,
and
rising
interest
rates
generally
result
in
a
decrease
in
the
value
of
existing
debt
instruments.
Changes
in
a
debt
instrument’s
value
usually
will
not
affect
the
amount
of
interest
income
paid
to
the
fund,
but
will
affect
the
value
of
the
fund’s
shares.
Interest
rate
risk
is
generally
greater
for
investments
with
longer
maturities.
Some
investments
give
the
issuer
the
option
to
call
or
redeem
an
investment
before
its
maturity
date.
If
an
issuer
calls
or
redeems
an
investment
during
a
time
of
declining
interest
rates,
we
might
have
to
reinvest
the
proceeds
in
an
Putnam
Municipal
Opportunities
Trust
Important
Information
to
Shareholders
investment
offering
a
lower
yield,
and,
therefore,
the
fund
might
not
benefit
from
any
increase
in
value
as
a
result
of
declining
interest
rates.
•
Credit
risk.
Investors
normally
expect
to
be
compensated
in
proportion
to
the
risk
they
are
assuming.
Thus,
debt
of
issuers
with
poor
credit
prospects
usually
offers
higher
yields
than
debt
of
issuers
with
more
secure
credit.
Higher-rated
investments
generally
have
lower
credit
risk.
We
invest
mainly
in
investment-grade
debt
investments.
These
are
rated
at
least
BBB
or
its
equivalent
at
the
time
of
purchase
by
a
nationally
recognized
securities
rating
agency,
or
are
unrated
investments
that
we
believe
are
of
comparable
quality.
We
may
invest
up
to
30%
of
the
fund’s
total
assets
in
non-investment-grade
investments.
However,
we
will
not
invest
in
investments
that
are
rated
lower
than
BB
or
its
equivalent
by
each
agency
rating
the
investment,
or
are
unrated
securities
that
we
believe
are
of
comparable
quality.
We
will
not
necessarily
sell
an
investment
if
its
rating
is
reduced
after
we
buy
it.
We
may
also
invest
in
investments
that
are
below-
investment-grade
(sometimes
referred
to
as
“junk
bonds”),
which
can
be
more
sensitive
to
changes
in
markets,
credit
conditions,
and
interest
rates
and
may
be
considered
speculative.
These
investments
are
rated
below
BBB
or
its
equivalent,
which
reflects
a
greater
possibility
that
the
issuers
may
be
unable
to
make
timely
payments
of
interest
and
principal
and
thus
default.
If
default
occurs,
or
is
perceived
as
likely
to
occur,
the
value
of
the
investment
will
usually
be
more
volatile
and
is
likely
to
fall.
The
value
of
a
debt
instrument
may
also
be
affected
by
changes
in,
or
perceptions
of,
the
financial
condition
of
the
issuer,
borrower,
counterparty,
or
other
entity,
or
underlying
collateral
or
assets,
or
changes
in,
or
perceptions
of,
specific
or
general
market,
economic,
industry,
political,
regulatory,
geopolitical,
environmental,
public
health,
and
other
conditions.
A
default
or
expected
default
could
also
make
it
difficult
for
us
to
sell
the
investment
at
a
price
approximating
the
value
we
had
previously
placed
on
it.
Tax-exempt
debt,
particularly
lower-
rated
tax-exempt
debt,
usually
has
a
more
limited
market
than
taxable
debt,
which
may
at
times
make
it
difficult
for
us
to
buy
or
sell
certain
debt
instruments
or
to
establish
their
fair
value.
Credit
risk
is
generally
greater
for
investments
that
are
required
to
make
interest
payments
only
at
maturity
rather
than
at
intervals
during
the
life
of
the
investment.
Bond
investments
may
be
more
susceptible
to
downgrades
or
defaults
during
economic
downturns
or
other
periods
of
economic
stress,
which
in
turn
could
affect
the
market
values
and
marketability
of
many
or
all
bond
obligations
of
issuers
in
a
state,
U.S.
territory,
or
possession.
For
example,
the
novel
coronavirus
(Covid-19)
pandemic
has
significantly
stressed
the
financial
resources
of
many
tax-exempt
debt
issuers.
This
may
make
it
less
likely
that
issuers
can
meet
their
financial
obligations
when
due
and
may
adversely
impact
the
value
of
their
bonds,
which
could
negatively
impact
the
performance
of
the
fund.
In
light
of
the
uncertainty
surrounding
the
magnitude,
duration,
reach,
costs
and
effects
of
the
Covid-19
pandemic,
as
well
as
actions
that
have
been
or
could
be
taken
by
governmental
authorities
or
other
third
parties,
it
is
difficult
to
predict
the
level
of
financial
stress
and
duration
of
such
stress
issuers
may
experience.
We
may
buy
investments
that
are
insured
as
to
the
payment
of
principal
and
interest
in
the
event
the
issuer
defaults.
Any
reduction
in
the
insurer’s
ability
to
pay
claims
may
adversely
affect
the
value
of
insured
investments
and,
consequently,
the
value
of
the
fund’s
shares.
•
Focus
of
investments.
We
may
make
significant
investments
in
a
particular
segment
of
the
tax-exempt
debt
market,
such
as
tobacco
settlement
bonds
or
revenue
bonds
for
health
care
facilities,
housing
or
airports.
We
may
also
make
significant
investments
in
the
debt
of
issuers
located
in
the
same
state.
These
investments
may
cause
the
value
of
the
fund’s
shares
to
fluctuate
more
than
the
values
of
shares
of
funds
that
invest
in
a
greater
variety
of
investments.
Certain
events
may
adversely
affect
all
investments
within
a
particular
market
segment.
Examples
include
legislation
or
court
decisions,
concerns
about
pending
legislation
or
court
decisions,
and
lower
demand
for
the
services
or
products
provided
by
a
particular
market
segment.
Investing
in
issuers
located
in
the
same
state
may
make
the
fund
more
vulnerable
to
that
state’s
economy
and
to
factors
affecting
its
tax-exempt
issuers,
such
as
their
ability
to
collect
revenues
to
meet
payment
obligations.
At
times,
the
fund
and
other
accounts
that
Putnam
Management
and
its
affiliates
manage
may
own
all
or
most
of
the
debt
of
a
particular
issuer.
This
concentration
of
ownership
may
make
it
more
difficult
to
sell,
or
to
determine
the
fair
value
of,
these
investments.
•
Derivatives.
We
may
engage
in
a
variety
of
transactions
involving
derivatives,
such
as
municipal
rate
locks,
futures,
and
swap
contracts,
although
they
do
not
represent
Putnam
Municipal
Opportunities
Trust
Important
Information
to
Shareholders
a
primary
focus
of
the
fund.
Derivatives
are
financial
instruments
whose
value
depends
upon,
or
is
derived
from,
the
value
of
something
else,
such
as
one
or
more
underlying
investments,
pools
of
investments
or
indexes.
We
may
make
use
of
“short”
derivative
positions,
the
values
of
which
typically
move
in
the
opposite
direction
from
the
price
of
the
underlying
investment,
pool
of
investments,
or
index.
We
may
use
derivatives
both
for
hedging
and
non-hedging
purposes,
such
as
to
modify
the
behavior
of
an
investment
so
that
it
responds
differently
than
it
would
otherwise
respond
to
changes
in
a
particular
interest
rate
or
to
modify
the
fund’s
duration.
For
example,
derivatives
may
increase
or
decrease
an
investment’s
exposure
to
long-
or
short-term
interest
rates
or
cause
the
value
of
an
investment
to
move
in
the
opposite
direction
from
prevailing
short-term
or
long-term
interest
rates.
For
example,
we
may
use
interest
rate
swaps
to
hedge
or
gain
exposure
to
interest
rate
risk,
or
to
hedge
or
gain
exposure
to
inflation.
We
may
also
use
derivatives
to
adjust
the
fund’s
positioning
on
the
yield
curve
(a
line
that
plots
interest
rates
of
bonds
having
equal
credit
quality
but
differing
maturity
dates)
or
to
take
tactical
positions
along
the
yield
curve.
However,
we
may
also
choose
not
to
use
derivatives,
based
on
our
evaluation
of
market
conditions
or
the
availability
of
suitable
derivatives.
Investments
in
derivatives
may
be
applied
toward
meeting
a
requirement
to
invest
in
a
particular
kind
of
investment
if
the
derivatives
have
economic
characteristics
similar
to
that
investment.
Derivatives
involve
special
risks
and
may
result
in
losses.
The
successful
use
of
derivatives
depends
on
our
ability
to
manage
these
sophisticated
instruments.
Some
derivatives
are
“leveraged,”
which
means
they
provide
the
fund
with
investment
exposure
greater
than
the
value
of
the
fund’s
investment
in
the
derivatives.
As
a
result,
these
derivatives
may
magnify
or
otherwise
increase
investment
losses
to
the
fund.
The
risk
of
loss
from
certain
short
derivative
positions
is
theoretically
unlimited.
The
value
of
derivatives
may
move
in
unexpected
ways
due
to
unanticipated
market
movements,
the
use
of
leverage,
imperfect
correlation
between
the
derivative
instrument
and
the
reference
asset,
or
other
factors,
especially
in
unusual
market
conditions,
and
volatility
in
the
value
of
derivatives
could
adversely
impact
the
fund’s
returns,
obligations
and
exposures.
Other
risks
arise
from
the
potential
inability
to
terminate
or
sell
derivative
positions.
Derivatives
may
be
subject
to
liquidity
risk
due
to
the
fund’s
obligation
to
make
payments
of
margin,
collateral,
or
settlement
payments
to
counterparties.
A
liquid
secondary
market
may
not
always
exist
for
the
fund’s
derivative
positions.
In
fact,
certain
over-the-counter
instruments
(investments
not
traded
on
an
exchange)
may
not
be
liquid.
Over-the-counter
instruments
also
involve
the
risk
that
the
other
party
to
the
derivative
transaction
may
not
be
willing
or
able
to
meet
its
obligations
with
respect
to
the
derivative
transaction.
The
risk
of
a
party
failing
to
meet
its
obligations
may
increase
if
the
fund
has
significant
exposure
to
that
counterparty.
Derivative
transactions
may
also
be
subject
to
operational
risk,
including
due
to
documentation
and
settlement
issues,
system
failures,
inadequate
controls
and
human
error,
and
legal
risk
due
to
insufficient
documentation,
insufficient
capacity
or
authority
of
a
counterparty,
or
issues
with
respect
to
the
legality
or
enforceability
of
the
derivative
contract.
•
Preferred
share
leverage
risk.
Leverage
from
the
issuance
of
preferred
shares
creates
risks,
including
the
likelihood
of
greater
volatility
of
net
asset
value
and
market
price
of,
and
distributions
from,
the
fund’s
common
shares
and
the
risk
that
fluctuations
in
dividend
rates
on
preferred
shares
may
affect
the
return
to
common
shareholders.
If
the
income
from
the
investments
purchased
with
proceeds
received
from
leverage
is
not
sufficient
to
cover
the
cost
of
leverage,
the
amount
of
income
available
for
distribution
to
common
shareholders
will
be
less
than
if
leverage
had
not
been
used.
While
the
fund
has
preferred
shares
outstanding,
an
increase
in
short-term
interest
rates
could
result
in
an
increased
cost
of
leverage,
which
could
adversely
affect
the
fund’s
income
available
for
distribution
to
common
shareholders.
In
connection
with
its
preferred
shares,
the
fund
is
required
to
maintain
specified
asset
coverage
mandated
by
applicable
federal
securities
laws
and
by
the
fund’s
Amended
and
Restated
Bylaws.
The
fund
may
be
required
to
dispose
of
portfolio
investments
on
unfavorable
terms
if
market
fluctuations
or
other
factors
cause
the
required
asset
coverage
to
be
less
than
the
prescribed
amount.
There
can
be
no
assurance
that
a
leveraging
strategy
will
be
successful.
•
Liquidity
and
illiquid
investments.
We
may
invest
in
illiquid
investments,
which
may
be
considered
speculative
and
which
may
be
difficult
to
sell.
The
sale
of
many
of
these
investments
is
prohibited
or
limited
by
law
or
contract.
Some
investments
may
be
difficult
to
value
for
purposes
of
determining
the
fund’s
net
asset
value.
Certain
other
investments
may
not
have
an
active
trading
market
due
to
adverse
market,
economic,
industry,
political,
regulatory,
Putnam
Municipal
Opportunities
Trust
Important
Information
to
Shareholders
geopolitical,
environmental,
public
health,
and
other
conditions,
including
investors
trying
to
sell
large
quantities
of
a
particular
investment
or
type
of
investment,
or
lack
of
market
makers
or
other
buyers
for
a
particular
investment
or
type
of
investment.
We
may
not
be
able
to
sell
the
fund’s
illiquid
investments
when
we
consider
it
desirable
to
do
so,
or
we
may
be
able
to
sell
them
only
at
less
than
their
value.
•
Market
risk.
The
value
of
investments
in
the
fund’s
portfolio
may
fall
or
fail
to
rise
over
extended
periods
of
time
for
a
variety
of
reasons,
including
general
economic,
political
or
financial
market
conditions,
investor
sentiment
and
market
perceptions
(including
perceptions
about
monetary
policy,
interest
rates,
inflation
or
the
risk
of
default);
government
actions
(including
protectionist
measures,
intervention
in
the
financial
markets
or
other
regulation,
and
changes
in
fiscal,
monetary
or
tax
policies);
geopolitical
events
or
changes
(including
natural
disasters,
terrorism
and
war);
outbreaks
of
infectious
illnesses
or
other
widespread
public
health
issues
(including
epidemics
and
pandemics);
and
factors
related
to
a
specific
issuer,
geography,
industry
or
sector.
Foreign
financial
markets
have
their
own
market
risks,
and
they
may
be
more
or
less
volatile
than
U.S.
markets
and
may
move
in
different
directions.
These
and
other
factors
may
lead
to
increased
volatility
and
reduced
liquidity
in
the
fund’s
portfolio
holdings.
These
risks
may
be
exacerbated
during
economic
downturns
or
other
periods
of
economic
stress.
The
United
States
and
other
countries
are
periodically
involved
in
disputes
over
trade
and
other
matters,
which
may
result
in
tariffs,
investment
restrictions
and
adverse
impacts
on
affected
companies
and
securities.
For
example,
the
United
States
has
recently
enacted
and
proposed
to
enact
significant
new
tariffs
and
President
Trump
has
directed
various
federal
agencies
to
further
evaluate
key
aspects
of
U.S
trade
policy,
which
could
potentially
lead
to
significant
changes
to
current
policies,
treaties
and
tariffs.
There
continues
to
exist
significant
uncertainty
about
the
future
relationship
between
the
U.S.
and
other
countries
with
respect
to
such
trade
policies,
treaties
and
tariffs.
These
developments,
or
the
perception
that
any
of
them
could
occur,
may
have
a
material
adverse
effect
on
global
economic
conditions
and
the
stability
of
global
financial
markets,
and
may
significantly
reduce
global
trade
and,
in
particular,
trade
between
the
impacted
nations
and
the
U.S.
•
Management
and
operational
risk.
The
fund
is
actively
managed
and
its
performance
will
reflect,
in
part,
our
ability
to
make
investment
decisions
that
seek
to
achieve
the
fund’s
investment
objective.
There
is
no
guarantee
that
the
investment
techniques,
analyses,
or
judgments
that
we
apply
in
making
investment
decisions
for
the
fund
will
produce
the
intended
outcome
or
that
the
investments
we
select
for
the
fund
will
perform
as
well
as
other
securities
that
were
not
selected
for
the
fund.
As
a
result,
the
fund
may
underperform
its
benchmark
or
other
funds
with
a
similar
investment
goal
and
may
realize
losses.
In
addition,
we,
or
the
fund’s
other
service
providers,
may
experience
disruptions
or
operating
errors
that
could
negatively
impact
the
fund.
Although
service
providers
may
have
operational
risk
management
policies
and
procedures
and
take
appropriate
precautions
to
avoid
and
mitigate
risks
that
could
lead
to
disruptions
and
operating
errors,
it
may
not
be
possible
to
identify
all
of
the
operational
risks
that
may
affect
the
fund
or
to
develop
processes
and
controls
to
completely
eliminate
or
mitigate
their
occurrence
or
effects.
•
Other
investments.
In
addition
to
the
main
investment
strategies
described
above,
the
fund
may
also
make
other
types
of
investments,
which
may
produce
taxable
income
and
be
subject
to
other
risks.
The
fund
may
also
invest
in
cash
or
cash
equivalents,
including
money
market
instruments
or
short-term
instruments
such
as
commercial
paper,
bank
obligations
(e.g.,
certificates
of
deposit
and
bankers’
acceptances),
repurchase
agreements,
and
U.S.
Treasury
bills
or
other
government
obligations.
The
fund
may
also
from
time
to
time
invest
all
or
a
portion
of
its
cash
balances
in
money
market
and/or
short-term
bond
funds
advised
by
Putnam
Management
or
its
affiliates.
The
percentage
of
the
fund
invested
in
cash
and
cash
equivalents
and
such
money
market
and
short-term
bond
funds
is
expected
to
vary
over
time
and
will
depend
on
various
factors,
including
market
conditions
and
our
assessment
of
the
cash
level
that
is
appropriate
to
allow
the
fund
to
pursue
investment
opportunities
as
they
arise.
Large
cash
positions
may
dampen
performance
and
may
prevent
the
fund
from
achieving
its
goal.
•
Temporary
defensive
strategies.
In
response
to
adverse
market,
economic,
political
or
other
conditions,
we
may
take
temporary
defensive
positions,
such
as
investing
some
or
all
of
the
fund’s
assets
in
cash
and
cash
equivalents,
that
differ
from
the
fund’s
usual
investment
strategies.
However,
we
may
choose
not
to
use
these
temporary
defensive
strategies
for
a
variety
of
reasons,
even
in
very
volatile
market
conditions.
If
we
do
employ
these
strategies,
the
fund
may
miss
out
on
investment
opportunities
and
may
not
achieve
Putnam
Municipal
Opportunities
Trust
Important
Information
to
Shareholders
its
goal.
Additionally,
while
temporary
defensive
strategies
are
mainly
designed
to
limit
losses,
they
may
not
work
as
intended.
•
Changes
in
policies.
The
Trustees
may
change
the
fund’s
goal,
investment
strategies
and
other
policies
without
shareholder
approval,
except
in
circumstances
in
which
shareholder
approval
is
specifically
required
by
law
(such
as
changes
to
fundamental
investment
policies)
or
where
a
shareholder
approval
requirement
was
specifically
disclosed
in
the
fund’s
prospectus,
statement
of
additional
information
or
shareholder
report
and
is
otherwise
still
in
effect.
The
fund’s
fundamental
investment
policies
The
fund
has
adopted
the
following
investment
restrictions
which
may
not
be
changed
without
the
affirmative
vote
of
a
“majority
of
the
outstanding
voting
securities”
of
the
fund
(which
is
defined
in
the
1940
Act
to
mean
the
affirmative
vote
of
the
lesser
of
(1)
more
than
50%
of
the
outstanding
common
shares
and
of
the
outstanding
preferred
shares
of
the
fund,
each
voting
as
a
separate
class,
or
(2)
67%
or
more
of
the
common
shares
and
of
the
preferred
shares,
each
voting
as
a
separate
class,
present
at
a
meeting
if
more
than
50%
of
the
outstanding
shares
of
each
class
are
represented
at
the
meeting
in
person
or
by
proxy).
Under
normal
market
conditions,
the
fund
invests
at
least
80%
of
its
total
assets
in
municipal
bonds.
Additionally,
the
fund
may
not:
1.
Issue
senior
securities,
as
defined
in
the
1940
Act,
other
than
shares
of
beneficial
interest
with
preference
rights,
except
to
the
extent
such
issuance
might
be
involved
with
respect
to
borrowings
described
under
restriction
2
below
or
with
respect
to
transactions
involving
financial
futures,
options,
and
other
financial
instruments.
2.
Borrow
money
in
excess
of
10%
of
the
value
(taken
at
the
lower
of
cost
or
current
value)
of
its
total
assets
(not
including
the
amount
borrowed)
at
the
time
the
borrowing
is
made,
and
then
only
from
banks
as
a
temporary
measure
(not
for
leverage)
in
situations
which
might
otherwise
require
the
untimely
disposition
of
portfolio
investments
or
for
extraordinary
or
emergency
purposes.
Such
borrowings
will
be
repaid
before
any
additional
investments
are
purchased.
3.
Underwrite
securities
issued
by
other
persons
except
to
the
extent
that,
in
connection
with
the
disposition
of
its
portfolio
investments,
it
may
be
deemed
to
be
an
underwriter
under
the
federal
securities
laws.
4.
Purchase
or
sell
real
estate,
although
it
may
purchase
securities
of
issuers
which
deal
in
real
estate,
securities
which
are
secured
by
interests
in
real
estate,
and
securities
representing
interests
in
real
estate,
and
it
may
acquire
and
dispose
of
real
estate
or
interests
in
real
estate
acquired
through
the
exercise
of
its
rights
as
a
holder
of
debt
obligations
secured
by
real
estate
or
interests
therein.
5.
Purchase
or
sell
commodities
or
commodity
contracts,
except
that
the
fund
may
purchase
and
sell
financial
futures
contracts
and
options
and
may
enter
into
foreign
exchange
contracts
and
other
financial
transactions
not
involving
physical
commodities.
6.
Make
loans,
except
by
purchase
of
debt
obligations
in
which
the
fund
may
invest
consistent
with
its
investment
policies
(including
without
limitation
debt
obligations
issued
by
other
Putnam
funds),
by
entering
into
repurchase
agreements,
or
by
lending
its
portfolio
securities.
7.
With
respect
to
50%
of
its
total
assets,
invest
in
the
securities
of
any
issuer
if,
immediately
after
such
investment,
more
than
5%
of
the
total
assets
of
the
fund
(taken
at
current
value)
would
be
invested
in
the
securities
of
such
issuer;
provided
that
this
limitation
does
not
apply
to
obligations
issued
or
guaranteed
as
to
interest
or
principal
by
the
U.S.
government
or
its
agencies
or
instrumentalities.
8.
With
respect
to
50%
of
its
total
assets,
acquire
more
than
10%
of
the
outstanding
voting
securities
of
any
issuer.
9.
Purchase
securities
(other
than
securities
of
the
U.S.
government,
its
agencies
or
instrumentalities
or
tax-exempt
securities,
except
tax-exempt
securities
backed
only
by
the
assets
and
revenues
of
non-governmental
issuers)
if,
as
a
result
of
such
purchase,
more
than
25%
of
the
fund’s
total
assets
would
be
invested
in
any
one
industry.
The
following
information
is
a
summary
of
material
changes
since
the
last
fiscal
year.
This
information
may
not
reflect
all
of
the
changes
that
have
occurred
since
you
purchased
the
Fund.
The
Fund
has
not
materially
changed
its
Principal
Investment
Strategy
during
the
last
fiscal
year.
Putnam
Municipal
Opportunities
Trust
Annual
Meeting
of
Shareholders:
April
25,
2025
(unaudited)
The
Annual
Meeting
of
Shareholders
of
Putnam
Municipal
Opportunities
Trust
(the
“Fund”)
was
held
at
the
Fund’s
offices,
100
Federal
Street,
Boston,
MA,
on
April
25,
2025.
The
purpose
of
the
meeting
was
to
elect
Trustees
of
the
Fund
and
to
fix
the
number
of
Trustees
for
the
Fund
at
8.
At
the
meeting,
all
the
nominees
were
elected
by
the
shareholders
to
serve
as
Trustees
of
the
Fund.
Shareholders
also
fixed
the
number
of
Trustees
for
the
Fund
at
8.
No
other
business
was
transacted
at
the
meeting
with
respect
to
the
Fund.
The
results
of
the
voting
at
the
Annual
Meeting
are
as
follows:
1.
Election
of
Trustees:
*
Mr.
Agdern
and
Mr.
Mason
have
been
elected
as
Trustees
by
the
holders
of
the
preferred
shares,
voting
as
a
separate
class,
while
the
other
Trustees
have
been
elected
by
the
holders
of
the
preferred
shares
and
common
shares
voting
together
as
a
single
class.
2.
Fixing
the
number
of
Trustees
at
8:
Term
Expiring
2026
For
%
of
Shares
Present
%
Withheld
%
of
Shares
Present
%
of
Outstanding
Shares
Robert
D.
Agdern*
............
Carol
L.
Colman
.............
Anthony
Grillo
...............
Eileen
A.
Kamerick
...........
Nisha
Kumar
................
Peter
Mason*
...............
Hillary
A.
Sale
...............
Jane
E.
Trust
................
89
21,252,803
21,255,171
21,212,484
21,206,597
89
21,324,817
21,248,629
1.66%
94.61%
94.62%
94.43%
94.41%
1.66%
94.93%
94.59%
1.60%
74.42%
74.43%
74.28%
74.26%
1.60%
74.67%
74.40%
5,273
1,210,084
1,207,716
1,250,403
1,256,290
5,273
1,138,070
1,214,258
98.34%
5.39%
5.38%
5.57%
5.59%
98.34%
5.07%
5.41%
95.03%
4.24%
4.23%
4.38%
4.40%
95.03%
3.99%
4.25%
Shares
Voted
%
of
Shares
Present
%
of
Outstanding
Shares
For
.......................
Against
....................
Abstain
....................
21,353,083
878,343
231,453
95.06%
3.91%
1.03%
74.77%
3.08%
0.81%
Putnam
Municipal
Opportunities
Trust
Dividend
Reinvestment
and
Cash
Purchase
Plan
Putnam
Managed
Municipal
Income
Trust,
Putnam
Master
Intermediate
Income
Trust,
Putnam
Municipal
Opportunities
Trust
and
Putnam
Premier
Income
Trust
(each,
a
“Fund”
and
collectively,
the
“Funds”)
each
offer
a
dividend
reinvestment
plan
(each,
a
“Plan”
and
collectively,
the
“Plans”).
If
you
participate
in
a
Plan,
all
income
dividends
and
capital
gain
distributions
are
automatically
reinvested
in
Fund
shares
by
the
Fund’s
agent,
Putnam
Investor
Services,
Inc.
(the
“Agent”).
If
you
are
not
participating
in
a
Plan,
every
month
you
will
receive
all
dividends
and
other
distributions
in
cash,
paid
by
check
and
mailed
directly
to
you
or
your
intermediary.
Upon
a
purchase
(or,
where
applicable,
upon
registration
of
transfer
on
the
shareholder
records
of
a
Fund)
of
shares
of
a
Fund
by
a
registered
shareholder,
each
such
shareholder
will
be
deemed
to
have
elected
to
participate
in
that
Fund’s
Plan.
Each
such
shareholder
will
have
all
distributions
by
a
Fund
automatically
reinvested
in
additional
shares,
unless
such
shareholder
elects
to
terminate
participation
in
a
Plan
by
instructing
the
Agent
to
pay
future
distributions
in
cash.
Shareholders
who
were
not
participants
in
a
Plan
as
of
January
31,
2010,
will
continue
to
receive
distributions
in
cash
but
may
enroll
in
a
Plan
at
any
time
by
contacting
the
Agent.
If
you
participate
in
a
Fund’s
Plan,
the
Agent
will
automatically
reinvest
subsequent
distributions,
and
the
Agent
will
send
you
a
confirmation
in
the
mail
telling
you
how
many
additional
shares
were
issued
to
your
account.
To
change
your
enrollment
status
or
to
request
additional
information
about
the
Plans,
you
may
contact
the
Agent
either
in
writing,
at
P.O.
Box
8383,
Boston,
MA
02266-8383,
or
by
telephone
at
1-800-225-1581
during
normal
East
Coast
business
hours.
How
you
acquire
additional
shares
through
a
Plan
If
the
market
price
per
share
for
your
Fund’s
shares
(plus
estimated
brokerage
commissions)
is
greater
than
or
equal
to
their
net
asset
value
per
share
on
the
payment
date
for
a
distribution,
you
will
be
issued
shares
of
the
Fund
at
a
value
equal
to
the
higher
of
the
net
asset
value
per
share
on
that
date
or
95%
of
the
market
price
per
share
on
that
date.
If
the
market
price
per
share
for
your
Fund’s
shares
(plus
estimated
brokerage
commissions)
is
less
than
their
net
asset
value
per
share
on
the
payment
date
for
a
distribution,
the
Agent
will
buy
Fund
shares
for
participating
accounts
in
the
open
market.
The
Agent
will
aggregate
open-market
purchases
on
behalf
of
all
participants,
and
the
average
price
(including
brokerage
commissions)
of
all
shares
purchased
by
the
Agent
will
be
the
price
per
share
allocable
to
each
participant.
The
Agent
will
generally
complete
these
open-market
purchases
within
five
business
days
following
the
payment
date.
If,
before
the
Agent
has
completed
open-market
purchases,
the
market
price
per
share
(plus
estimated
brokerage
commissions)
rises
to
exceed
the
net
asset
value
per
share
on
the
payment
date,
then
the
purchase
price
may
exceed
the
net
asset
value
per
share,
potentially
resulting
in
the
acquisition
of
fewer
shares
than
if
the
distribution
had
been
paid
in
newly
issued
shares.
How
to
withdraw
from
a
Plan
Participants
may
withdraw
from
a
Fund’s
Plan
at
any
time
by
notifying
the
Agent,
either
in
writing
or
by
telephone.
Such
withdrawal
will
be
effective
immediately
if
notice
is
received
by
the
Agent
with
sufficient
time
prior
to
any
distribution
record
date;
otherwise,
such
withdrawal
will
be
effective
with
respect
to
any
subsequent
distribution
following
notice
of
withdrawal.
There
is
no
penalty
for
withdrawing
from
or
not
participating
in
a
Plan.
Plan
administration
The
Agent
will
credit
all
shares
acquired
for
a
participant
under
a
Plan
to
the
account
in
which
the
participant’s
common
shares
are
held.
Each
participant
will
be
sent
reasonably
promptly
a
confirmation
by
the
Agent
of
each
acquisition
made
for
his
or
her
account.
About
brokerage
fees
Each
participant
pays
a
proportionate
share
of
any
brokerage
commissions
incurred
if
the
Agent
purchases
additional
shares
on
the
open
market,
in
accordance
with
the
Plans.
There
are
no
brokerage
charges
applied
to
shares
issued
directly
by
the
Funds
under
the
Plans.
Putnam
Municipal
Opportunities
Trust
Dividend
Reinvestment
and
Cash
Purchase
Plan
About
taxes
and
Plan
amendments
Reinvesting
dividend
and
capital
gain
distributions
in
shares
of
the
Funds
does
not
relieve
you
of
tax
obligations,
which
are
the
same
as
if
you
had
received
cash
distributions.
The
Agent
supplies
tax
information
to
you
and
to
the
IRS
annually.
Each
Fund
reserves
the
right
to
amend
or
terminate
its
Plan
upon
30
days’
written
notice.
However,
the
Agent
may
assign
its
rights,
and
delegate
its
duties,
to
a
successor
agent
with
the
prior
consent
of
a
Fund
and
without
prior
notice
to
Plan
participants.
If
your
shares
are
held
in
a
broker
or
nominee
name
If
your
shares
are
held
in
the
name
of
a
broker
or
nominee
offering
a
dividend
reinvestment
service,
consult
your
broker
or
nominee
to
ensure
that
an
appropriate
election
is
made
on
your
behalf.
If
the
broker
or
nominee
holding
your
shares
does
not
provide
a
reinvestment
service,
you
may
need
to
register
your
shares
in
your
own
name
in
order
to
participate
in
a
Plan.
In
the
case
of
record
shareholders
such
as
banks,
brokers
or
nominees
that
hold
shares
for
others
who
are
the
beneficial
owners
of
such
shares,
the
Agent
will
administer
the
Plan
on
the
basis
of
the
number
of
shares
certified
by
the
record
shareholder
as
representing
the
total
amount
registered
in
such
shareholder’s
name
and
held
for
the
account
of
beneficial
owners
who
are
to
participate
in
the
Plan.
Putnam
Municipal
Opportunities
Trust
Board
Members
and
Officers
The
business
and
affairs
of
Putnam
Municipal
Opportunities
Trust
(the
“Fund”)
are
conducted
by
management
under
the
supervision
and
subject
to
the
direction
of
its
Board
of
Directors.
The
business
address
of
each
Director
is
c/o
Jane
Trust,
Franklin
Templeton,
1
Madison
Avenue,
17th
Floor,
New
York,
New
York
10010.
Information
pertaining
to
the
Directors
and
officers
of
the
Fund
is
set
forth
below.
The
Fund’s
annual
proxy
statement
includes
additional
information
about
Directors
and
is
available,
without
charge,
upon
request
by
calling
the
Fund
at
1-888-777-0102.
Generally,
each
board
member
serves
until
that
person’s
successor
is
elected
and
qualified.
Independent
Board
Members
#
:
Name
and
Year
of
Birth
Position(s)
with
Trust
Term
of
Office
and
Year
Service
Began*
Number
of
Portfolios
in
Fund
Complex
Overseen
by
Board
Member**
Other
Directorships
Held
During
at
Least
the
Past
5
Years
Robert
D.
Agdern
(Born
1950)
Trustee
Since
2025
21
None
Principal
Occupation(s)
During
the
Past
Five
Years:
Member
of
the
Advisory
Committee
of
the
Dispute
Resolution
Research
Center
at
the
Kellogg
Graduate
School
of
Business,
Northwestern
University
(2002
to
2016);
formerly
,
Deputy
General
Counsel
responsible
for
western
hemisphere
matters
for
BP
PLC
(1999
to
2001);
Associate
General
Counsel
at
Amoco
Corporation
responsible
for
corporate,
chemical,
and
refining
and
marketing
matters
and
special
assignments
(1993
to
1998)
(Amoco
merged
with
British
Petroleum
in
1998
forming
BP
PLC)
Carol
L.
Colman
(Born
1946)
Trustee
Since
2025
21
None
Principal
Occupation(s)
During
the
Past
Five
Years:
President,
Colman
Consulting
Co.
Anthony
Grillo
(Born
1955)
Trustee
Since
2025
21
Director
of
Littelfuse,
Inc.
(electronics
manufacturing)
(since
1991);
formerly
,
Director
of
Oaktree
Acquisition
Corp.
II
(2020
to
2022);
Director
of
Oaktree
Acquisition
Corp.
(2019
to
2021)
Principal
Occupation(s)
During
the
Past
Five
Years:
Retired;
Founder,
Managing
Director
and
Partner
of
American
Securities
Opportunity
Funds
(private
equity
and
credit
firm)
(2006
to
2018);
formerly
,
Senior
Managing
Director
of
Evercore
Partners
Inc.
(investment
banking)
(2001
to
2004);
Senior
Managing
Director
of
Joseph
Littlejohn
&
Levy,
Inc.
(private
equity
firm)
(1999
to
2001);
Senior
Managing
Director
of
The
Blackstone
Group
L.P.
(private
equity
and
credit
firm)
(1991
to
1999)
Eileen
A.
Kamerick
(Born
1958)
Trustee
and
Chair
Since
2025
21
Director,
VALIC
Company
I
(since
October
2022);
Director
of
ACV
Auctions
Inc.
(since
2021);
Director
of
Associated
Banc-Corp
(financial
services
company)
(since
2007);
formerly
,
Director
of
Hochschild
Mining
plc
(precious
metals
company)
(2016-2023);
formerly
,
Trustee
of
AIG
Funds
and
Anchor
Series
Trust
(2018
to
2021)
Principal
Occupation(s)
During
the
Past
Five
Years:
Chief
Executive
Officer,
The
Governance
Partners,
LLC
(consulting
firm)
(since
2015);
National
Association
of
Corporate
Directors
Board
Leadership
Fellow
(since
2016,
with
Directorship
Certification
since
2019)
and
NACD
2022
Directorship
100
honoree;
Adjunct
Professor,
Georgetown
University
Law
Center
(since
2021);
Adjunct
Professor,
The
University
of
Chicago
Law
School
(since
2018);
Adjunct
Professor,
University
of
Iowa
College
of
Law
(since
2007);
formerly
,
Chief
Financial
Officer,
Press
Ganey
Associates
(health
care
informatics
company)
(2012
to
2014);
Managing
Director
and
Chief
Financial
Officer,
Houlihan
Lokey
(international
investment
bank)
and
President,
Houlihan
Lokey
Foundation
(2010
to
2012)
Putnam
Municipal
Opportunities
Trust
Name
and
Year
of
Birth
Position(s)
with
Trust
Term
of
Office
and
Year
Service
Began*
Number
of
Portfolios
in
Fund
Complex
Overseen
by
Board
Member**
Other
Directorships
Held
During
at
Least
the
Past
5
Years
Nisha
Kumar
(Born
1970)
Trustee
Since
2025
21
Director
of
Stonepeak-Plus
Infrastructure
Fund
LP
(since
2025);
Director
of
Birkenstock
Holding
plc
(since
2023);
Director
of
The
India
Fund,
Inc.
(since
2016);
formerly
,
Director
of
Aberdeen
Income
Credit
Strategies
Fund
(2017
to
2018);
and
Director
of
The
Asia
Tigers
Fund,
Inc.
(2016
to
2018)
Principal
Occupation(s)
During
the
Past
Five
Years:
Formerly,
Managing
Director
and
the
Chief
Financial
Officer
and
Chief
Compliance
Officer
of
Greenbriar
Equity
Group,
LP
(2011-2021);
formerly
,
Chief
Financial
Officer
and
Chief
Administrative
Officer
of
Rent
the
Runway,
Inc.
(2011);
Executive
Vice
President
and
Chief
Financial
Officer
of
AOL
LLC,
a
subsidiary
of
Time
Warner
Inc.
(2007
to
2009).
Member
of
the
Council
on
Foreign
Relations
Peter
Mason
(Born
1959)
Trustee
Since
2025
21
Chairman
of
University
of
Sydney
USA
Foundation
(since
2020);
Director
of
the
Radio
Workshop
US,
Inc.
(since
2023)
Principal
Occupation(s)
During
the
Past
Five
Years:
Arbitrator
and
Mediator
(self-employed)
(since
2021);
formerly
,
Global
General
Counsel
of
UNICEF
(intergovernmental
organization)
(1998-
2021)
Hillary
A.
Sale
(Born
1961)
Trustee
Since
2025
21
Director
of
CBOE
U.S.
Securities
Exchanges,
CBOE
Futures
Exchange,
and
CBOE
SEF,
Director
(Since
2022);
Advisory
Board
Member
of
Foundation
Press
(academic
book
publisher)
(since
2019);
Chair
of
DirectWomen
Board
Institute
(since
2019);
formerly
,
Member
of
DirectWomen
(nonprofit)
(2007-
2022)
Principal
Occupation(s)
During
the
Past
Five
Years:
Agnes
Williams
Sesquicentennial
Professor
of
Leadership
and
Corporate
Governance,
Georgetown
Law
Center;
and
Professor
of
Management,
McDonough
School
of
Business
(since
2018);
formerly
,
Associate
Dean
for
Strategy,
Georgetown
Law
Center
(2020-2023);
National
Association
of
Corporate
Directors
Board
Faculty
Member
(since
2021);
formerly
,
a
Member
of
the
Board
of
Governors
of
FINRA
(2016-2022)
Independent
Board
Members
#
:
(continued)
Putnam
Municipal
Opportunities
Trust
Interested
Board
Members
and
Officers:
The
Fund’s
executive
officers
are
elected
each
year
at
a
regular
meeting
of
the
Board
to
hold
office
until
their
respective
successors
are
duly
elected
and
qualified.
Officers
of
the
Fund
receive
no
compensation
from
the
Fund,
although
they
may
be
reimbursed
by
the
Fund
for
reasonable
out-of-pocket
travel
expenses
for
attending
Board
meetings.
In
addition
to
Ms.
Trust,
the
Fund’s
CEO
and
President,
the
executive
officers
of
the
Fund
currently
are:
Name
and
Year
of
Birth
Position(s)
with
Trust
Term
of
Office
and
Year
Service
Began*
Number
of
Portfolios
in
Fund
Complex
Overseen
by
Board
Member**
Other
Directorships
Held
During
at
Least
the
Past
5
Years
Jane
Trust,
CFA
†
(Born
1962)
Trustee,
President
and
Chief
Executive
Officer
Since
2024
Trustee/Director
of
Franklin
Templeton
funds
consisting
of
114
portfolios;
Trustee
of
Putnam
Family
of
Funds
consisting
of
105
portfolios
None
Principal
Occupation(s)
During
the
Past
Five
Years:
Senior
Vice
President,
Fund
Board
Management,
Franklin
Templeton
(since
2020);
Officer
and/or
Trustee/Director
of
114
funds
associated
with
FTFA
or
its
affiliates
(since
2015);
Trustee
of
Putnam
Family
of
Funds
consisting
of
105
Portfolios;
President
and
Chief
Executive
Officer
of
FTFA
(since
2015);
formerly
,
Senior
Managing
Director
(2018
to
2020)
and
Managing
Director
(2016
to
2018)
of
Legg
Mason
&
Co.,
LLC
(“Legg
Mason
&
Co.”);
and
Senior
Vice
President
of
FTFA
(2015)
Fred
Jensen
(Born
1963)
Chief
Compliance
Officer
Since
2025
Not
Applicable
None
Principal
Occupation(s)
During
the
Past
Five
Years:
Director
-
Global
Compliance
of
Franklin
Templeton
(since
2020);
Managing
Director
of
Legg
Mason
&
Co.
(2006
to
2020);
Director
of
Compliance,
Legg
Mason
Office
of
the
Chief
Compliance
Officer
(2006
to
2020);
formerly
,
Chief
Compliance
Officer
of
Legg
Mason
Global
Asset
Allocation
(prior
to
2014);
Chief
Compliance
Officer
of
Legg
Mason
Private
Portfolio
Group
(prior
to
2013);
formerly
,
Chief
Compliance
Officer
of
The
Reserve
Funds
(investment
adviser,
funds
and
broker-dealer)
(2004)
and
Ambac
Financial
Group
(investment
adviser,
funds
and
broker-dealer)
(2000
to
2003)
Marc
A.
De
Oliveira
(Born
1971)
Secretary
and
Chief
Legal
Officer
Since
2025
Not
Applicable
None
Principal
Occupation(s)
During
the
Past
Five
Years:
Associate
General
Counsel
of
Franklin
Templeton
(since
2020);
Secretary
and
Chief
Legal
Officer
of
certain
funds
associated
with
Legg
Mason
&
Co.
or
its
affiliates
(since
2020);
Assistant
Secretary
of
certain
funds
associated
with
Legg
Mason
&
Co.
or
its
affiliates
(since
2006);
formerly
,
Managing
Director
(2016
to
2020)
and
Associate
General
Counsel
of
Legg
Mason
&
Co.
(2005
to
2020)
Thomas
C.
Mandia
(Born
1962)
Senior
Vice
President
Since
2025
Not
Applicable
None
Principal
Occupation(s)
During
the
Past
Five
Years:
Senior
Associate
General
Counsel
of
Franklin
Templeton
(since
2020);
Secretary
of
FTFA
(since
2006);
Secretary
of
LM
Asset
Services,
LLC
(“LMAS”)
(since
2002)
and
Legg
Mason
Fund
Asset
Management,
Inc.
(“LMFAM”)
(since
2013)
(
formerly
registered
investment
advisers)
and
Assistant
Secretary
of
certain
funds
in
the
fund
complex
(since
2006);
formerly
,
Managing
Director
and
Deputy
General
Counsel
of
Legg
Mason
&
Co.
(2005
to
2020)
Jeanne
M.
Kelly
(Born
1951)
Senior
Vice
President
Since
2025
Not
Applicable
None
Principal
Occupation(s)
During
the
Past
Five
Years:
U.S.
Fund
Board
Team
Manager,
Franklin
Templeton
(since
2020);
Senior
Vice
President
of
certain
funds
associated
with
Legg
Mason
&
Co.
or
its
affiliates
(since
2007);
Senior
Vice
President
of
the
Investment
Manager
(since
2006);
President
and
Chief
Executive
Officer
of
LMAS
and
LMFAM
(since
2015);
formerly
,
Managing
Director
of
Legg
Mason
&
Co.
(since
2005
to
2020);
Senior
Vice
President
of
LMFAM
(2013
to
2015)
Putnam
Municipal
Opportunities
Trust
#
Trustees
who
are
not
“interested
persons”
of
the
Trust
within
the
meaning
of
Section
2(a)(19)
of
the
1940
Act.
†
Ms.
Trust
is
an
“interested
person”
of
the
Trust,
as
defined
in
the
1940
Act,
because
of
her
position
with
FTFA
and/or
certain
of
its
affiliates.
*
Each
Trustee
was
elected
to
their
position
on
April
25,
2025.
**
The
term
“Fund
Complex”
means
two
or
more
registered
investment
companies
that:
(a)
hold
themselves
out
to
investors
as
related
companies
for
purposes
of
investment
and
investor
services;
or
(b)
have
a
common
investment
adviser
or
that
have
an
investment
adviser
that
is
an
affiliated
person
of
the
investment
adviser
of
any
of
the
other
registered
investment
companies.
Name
and
Year
of
Birth
Position(s)
with
Trust
Term
of
Office
and
Year
Service
Began*
Number
of
Portfolios
in
Fund
Complex
Overseen
by
Board
Member**
Other
Directorships
Held
During
at
Least
the
Past
5
Years
Christopher
Berarducci
(Born
1974)
Treasurer
and
Principal
Financial
Officer
Since
2025
Not
Applicable
None
Principal
Occupation(s)
During
the
Past
Five
Years:
Vice
President,
Fund
Administration
and
Reporting,
Franklin
Templeton
(since
2020);
Treasurer
(since
2010)
and
Principal
Financial
Officer
(since
2019)
of
certain
funds
associated
with
Legg
Mason
&
Co.
or
its
affiliates;
formerly
,
Managing
Director
(2020),
Director
(2015
to
2020),
and
Vice
President
(2011
to
2015)
of
Legg
Mason
&
Co.
Interested
Board
Members
and
Officers:
(continued)
PUTNAM
MUNICIPAL
OPPORTUNITIES
TRUST
Important
notice
regarding
share
repurchase
program
In
September
2024,
the
Trustees
of
your
fund
approved
the
renewal
of
a
share
repurchase
program
that
had
been
in
effect
since
2005.
This
renewal
allows
your
fund
to
repurchase,
in
the
365
days
beginning
October
1,
2024,
up
to
10%
of
the
fund’s
common
shares
outstanding
as
of
September
30,
2024.
Important
notice
regarding
delivery
of
shareholder
documents
In
accordance
with
Securities
and
Exchange
Commission
(SEC)
regulations,
Putnam
sends
a
single
notice
of
internet
availability,
or
a
single
printed
copy,
of
annual
and
semiannual
shareholder
reports,
prospectuses,
and
proxy
statements
to
Putnam
shareholders
who
share
the
same
address,
unless
a
shareholder
requests
otherwise.
If
you
prefer
to
receive
your
own
copy
of
these
documents,
please
call
Putnam
at
1-800-225-1581,
and
Putnam
will
begin
sending
individual
copies
within
30
days.
Proxy
Voting
The
Investment
Manager
is
committed
to
managing
our
funds
in
the
best
interests
of
our
shareholders.
The
Putnam
Investments’
proxy
voting
guidelines
and
procedures,
as
well
as
information
regarding
how
your
fund
voted
proxies
relating
to
portfolio
securities
during
the
12-month
period
ended
June
30,
2024,
are
available
at
franklintempleton.
com/regulatory
fund-documents
and
on
the
SEC’s
website,
www.sec.gov.
If
you
have
questions
about
finding
forms
on
the
SEC’s
website,
you
may
call
the
SEC
at
1-800-SEC-
0330.
You
may
also
obtain
The
Putnam
Investments’
proxy
voting
guidelines
and
procedures
at
no
charge
by
calling
Putnam’s
Shareholder
Services
at
1-800-225-1581.
Fund
Portfolio
Holdings
The
Fund
files
a
complete
consolidated
statement
of
investments
with
the
U.S.
Securities
and
Exchange
Commission
for
the
first
and
third
quarters
for
each
fiscal
year
as
an
exhibit
to
its
report
on
Form
N-PORT.
Shareholders
may
view
the
filed
Form
N-PORT
by
visiting
the
Commission’s
website
at
sec.gov.
The
filed
form
may
also
be
viewed
and
copied
at
the
Commission’s
Public
Reference
Room
in
Washington,
DC.
Information
regarding
the
operations
of
the
Public
Reference
Room
may
be
obtained
by
calling
(800)
SEC-0330.
Privacy
Policy
To
better
service
your
accounts
and
process
transactions
or
services
you
requested,
we
may
share
non-public
personal
information
with
other
Franklin
Templeton
companies.
From
time
to
time
we
may
also
send
you
information
about
products/services
offered
by
other
Franklin
Templeton
companies
although
we
will
not
share
your
non-public
personal
information
with
these
companies
without
first
offering
you
the
opportunity
to
prevent
that
sharing.
We
will
only
share
non-public
personal
information
with
outside
parties
in
the
limited
circumstances
permitted
by
law.
For
example,
this
includes
situations
where
we
need
to
share
information
with
companies
who
work
on
our
behalf
to
service
or
maintain
your
account
or
process
transactions
you
requested,
when
the
disclosure
is
to
companies
assisting
us
with
our
own
marketing
efforts,
when
the
disclosure
is
to
a
party
representing
you,
or
when
required
by
law
(for
example,
in
response
to
legal
process).
Additionally,
we
will
ensure
that
any
outside
companies
working
on
our
behalf,
or
with
whom
we
have
joint
marketing
agreements,
are
under
contractual
obligations
to
protect
the
confidentiality
of
your
information,
and
to
use
it
only
to
provide
the
services
we
asked
them
to
perform.
©
2025
Franklin
Templeton
Investments.
All
rights
reserved.
Investors
should
be
aware
that
the
value
of
investments
made
for
the
Fund
may
go
down
as
well
as
up.
Like
any
investment
in
securities,
the
value
of
the
Fund’s
portfolio
will
be
subject
to
the
risk
of
loss
from
market,
currency,
economic,
political
and
other
factors.
The
Fund
and
its
investors
are
not
protected
from
such
losses
by
the
investment
manager.
Therefore,
investors
who
cannot
accept
this
risk
should
not
invest
in
shares
of
the
Fund.
To
help
ensure
we
provide
you
with
quality
service,
all
calls
to
and
from
our
service
areas
are
monitored
and/or
recorded.
Annual
Report
Putnam
Municipal
Opportunities
Trust
Investment
Manager
Transfer
Agent
Fund
Information
Franklin
Advisers,
Inc.
Putnam
Investor
Services
Inc.
100
Federal
Street,
Boston,
MA
02110
Toll
Free
Number:
1-800-225-1581
(800)
DIAL
BEN
®
/
342-5236
(b) Not applicable
(a) The Registrant has adopted a code of
ethics that applies to its principal executive officers and principal financial and accounting officer.
(c) N/A
(d) N/A
(f) Pursuant to Item 19(a) (1), the Registrant
is attaching as an exhibit a copy of its code of ethics that applies to its principal executive officers and principal financial and accounting
officer.
| ITEM 3. |
AUDIT COMMITTEE FINANCIAL EXPERT. |
The Board of Trustees of the Registrant
has determined that Eileen A. Kamerick and Nisha Kumar possess the technical attributes identified in Item 3 to Form N-CSR to qualify
as “audit committee financial experts,” and has designated Eileen A. Kamerick and Nisha Kumar as the Audit Committee’s
financial experts. Eileen A. Kamerick and Nisha Kumar are “independent” Trustees pursuant to paragraph (a)(2) of Item 3 to
Form N-CSR.
Under applicable securities laws, a person
determined to be an audit committee financial expert will not be deemed an “expert” for any purpose, including without limitation
for the purposes of Section 11 of the Securities Act of 1933, as a result of being designated or identified as an audit committee financial
expert. The designation or identification of a person as an audit committee financial expert does not impose on such person any duties,
obligations, or liabilities greater than the duties, obligations, and liabilities imposed on such person as a member of the audit committee
and board of directors in the absence of such designation or identification. The designation or identification of a person as an audit
committee financial expert does not affect the duties, obligations, or liability of any other member of the audit committee or board of
directors.
| ITEM 4. |
PRINCIPAL ACCOUNTANT FEES AND SERVICES. |
(a) Audit Fees. The aggregate fees
billed in the last two fiscal years ending April 30, 2024 and April 30, 2025 (the “Reporting Periods”) for professional services
rendered by the Registrant’s principal accountant (the “Auditor”) for the audit of the Registrant’s annual financial
statements, or services that are normally provided by the Auditor in connection with the statutory and regulatory filings or engagements
for the Reporting Periods, were $67,210 in April 30, 2024 and $64,772 in April 30, 2025.
(b) Audit-Related Fees. The aggregate
fees billed in the Reporting Periods for assurance and related services by the Auditor that are reasonably related to the performance
of the Registrant’s financial statements were $0 in April 30, 2024 and $0 in April 30, 2025.
(c) Tax Fees. The aggregate fees
billed in the Reporting Periods for professional services rendered by the Auditor for tax compliance, tax advice and tax planning (“Tax
Services”) were $9,600 in April 30, 2024 and $16,000 in April 30, 2025. These services consisted of (i) review or preparation of
U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local tax planning, advice and assistance regarding statutory,
regulatory or administrative developments, and (iii) tax advice regarding tax qualification matters and/or treatment of various financial
instruments held or proposed to be acquired or held.
(d) All Other Fees. The aggregate
fees billed in the Reporting Periods for products and services provided by the Auditor to the Registrant, other than the services reported
in paragraphs (a) through (c) of this item, were $0 in April 30, 2024 and
$0 in April 30, 2025.
There were no other non-audit services
rendered by the Auditor to the Service Affiliates requiring pre-approval by the Audit Committee in the Reporting Periods.
(e) Audit Committee’s pre–approval
policies and procedures described in paragraph (c) (7) of Rule 2-01 of Regulation S-X.
(1) The Charter for the Audit Committee
(the “Committee”) of the Board of each registered investment company (the “Fund”) advised by the Registrant’s
investment manager or one of their affiliates (each, an “Adviser”) requires that the Committee shall approve (a) all audit
and permissible non-audit services to be provided to the Fund and (b) all permissible non-audit services to be provided by the Fund’s
independent auditors to the Adviser and any service providers controlling, controlled by or under common control with the Adviser that
provide ongoing services to the Fund (“Covered Service Providers”) if the engagement relates directly to the operations and
financial reporting of the Fund. The Committee may implement policies and procedures by which such services are approved other than by
the full Committee.
The Committee shall not approve non-audit
services that the Committee believes may impair the independence of the auditors. As of the date of the approval of this Audit Committee
Charter, permissible non-audit services include any professional services (including tax services), that are not prohibited services as
described below, provided to the Fund by the independent auditors, other than those provided to the Fund in connection with an audit or
a review of the financial statements of the Fund. Permissible non-audit services may not include: (i) bookkeeping or other services related
to the accounting records or financial statements of the Fund; (ii) financial information systems design and implementation; (iii) appraisal
or valuation services, fairness opinions or contribution-in-kind reports; (iv) actuarial services; (v) internal audit outsourcing services;
(vi) management functions or human resources; (vii) broker or dealer, investment adviser or investment banking services; (viii) legal
services and expert services unrelated to the audit; and (ix) any other service the Public Company Accounting Oversight Board determines,
by regulation, is impermissible.
Pre-approval by the Committee of any permissible
non-audit services is not required so long as: (i) the aggregate amount of all such permissible non-audit services provided to the Fund,
the Adviser and the Covered Service Providers constitutes not more than 5% of the total amount of revenues paid to the independent auditors
during the fiscal year in which the permissible non-audit services are provided to (a) the Fund, (b) the Adviser and (c) any entity controlling,
controlled by or under common control with the Adviser that provides ongoing services to the Fund during the fiscal year in which the
services are provided that would have to be approved by the Committee; (ii) the permissible non-audit services were not recognized by
the Fund at the time of the engagement to be non-audit services; and (iii) such services are promptly brought to the attention of the
Committee and approved by the Committee (or its delegate(s)) prior to the completion of the audit.
(2) None of the services described in paragraphs
(b) through (d) of this Item were performed in reliance on paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f) Not applicable.
(g) Non-audit fees billed by the Auditor
for services rendered to the Registrant and the Service Affiliates during the reporting period were $664,363 in April 30, 2024 and $486,647
in April 30, 2025.
(h) Yes. The Registrant’s Audit Committee
has considered whether the provision of non-audit services that were rendered to Service Affiliates, which were not pre-approved (not
requiring pre-approval), is compatible with maintaining the Auditor’s independence. All services provided by the Auditor to the
Registrant or to the Service Affiliates, which were required to be pre-approved, were pre-approved as required.
(i) Not applicable.
(j) Not applicable
| ITEM 5. |
AUDIT COMMITTEE OF LISTED REGISTRANTS. |
(a) The independent board members are acting
as the registrant’s audit committee as specified in Section 3(a)(58)(B) of the Exchange Act. The Audit Committee consists of the
following Board members:
Robert D. Agdern
Carol L. Colman
Anthony Grillo
Eileen A. Kamerick
Nisha Kumar
Peter Mason
Hillary A. Sale
(b) Not applicable
| ITEM 6. |
SCHEDULE OF INVESTMENTS. |
|
(a) |
Please see schedule of investments contained in the Financial Statements and Financial Highlights included under Item 1 of this Form N-CSR. |
| |
|
| ITEM 7. |
FINANCIAL STATEMENTS AND FINANCIAL HIGHLIGHTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
| ITEM 8. |
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
| ITEM 9. |
PROXY DISCLOSURES FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
| ITEM 10. |
REMUNERATION PAID TO DIRECTORS, OFFICERS, AND OTHERS OF OPEN-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
| ITEM 11. |
STATEMENT REGARDING BASIS FOR APPROVAL OF INVESTMENT ADVISORY CONTRACT. |
The information is disclosed as part of
the Financial Statements included in Item 1 of this Form N-CSR, as applicable.
| ITEM 12. |
DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Putnam Investments
Proxy Voting Procedures
Introduction and Summary
Many of Putnam’s investment management clients have delegated to Putnam
the authority to vote proxies for shares in the client accounts Putnam manages. Putnam believes that the voting of proxies can be an important
tool for institutional investors to promote best practices in corporate governance and votes all proxies in the best interests of its
clients as investors. In Putnam’s view, strong corporate governance policies, most notably oversight by an independent board of
qualified directors, best serve investors’ interests. Putnam will vote proxies and maintain records of voting of shares for which
Putnam has proxy voting authority in accordance with its fiduciary obligations and applicable law.
Putnam’s voting policies are rooted in our views that (1) strong,
independent corporate governance is important to long-term company financial performance, and (2) long-term investors’ active engagement
with company management, including through the proxy voting process, strengthens issuer accountability and overall market discipline,
potentially reducing risk and improving returns over time. Our voting program is offered as a part of our investment management services,
at no incremental fee to Putnam, and, while there can be no guarantees, it is intended to offer potential investment benefits over a long-term
horizon. Our voting policies are designed with investment considerations in mind, not as a means to pursue particular political, social,
or other goals. As a result, we may not support certain proposals whose costs to the issuer (including implementation costs, practicability,
and other factors), in Putnam’s view, outweigh their investment merits.
This memorandum sets forth Putnam’s policies for voting proxies. It
covers all accounts for which Putnam has proxy voting authority. These accounts include the Putnam Mutual Funds1 and Putnam
Exchange-Traded Funds, US and international institutional accounts and funds managed or sub-advised by The Putnam Advisory Company, LLC,
Putnam Investments Limited and Putnam Fiduciary Trust Company, LLC. In addition, the policies include US mutual funds and other accounts
sub-advised by Putnam Investment Management, LLC.2
Proxy Committee
Putnam has a Proxy Committee composed of senior professionals, including
from the Putnam Equity investment team and the Putnam Equity Sustainability Strategy group. The Chief Investment Officer of Putnam Equity
appoints the members of the Proxy Committee. The Proxy Committee is responsible for setting general policy as to proxies. Specifically,
the Committee:
|
1. |
Reviews these procedures and the Proxy Voting Guidelines annually and approves
any amendments considered to be advisable. |
1 Effective January 27, 2023, the Board of Trustees of the Putnam
Mutual Funds delegated proxy voting authority to Putnam Investment Management, LLC, the investment manager to the Putnam Mutual Funds.
2 The Putnam Proxy Voting Procedures and Guidelines will apply
also to certain funds and institutional and other accounts managed by Franklin Advisers, Inc. (“FAV”) but formerly managed
or sub-advised by one of the Putnam adviser entities identified above, pursuant to sub-advisory agreements in effect from time to time
between FAV and the relevant Putnam entity(ies).
|
2. |
Considers special proxy issues as they may from time to time arise. |
|
3. |
Must approve all vote overrides recommended by investment professionals. |
Proxy Voting Administration
The Putnam Sustainability Strategy group administers Putnam’s proxy
voting through a Proxy Voting Team. The Proxy Voting Team has the following duties:
|
1. |
Annually prepares the Proxy Voting Guidelines and distributes them to the Proxy Committee for review. |
|
2. |
Coordinates the Proxy Committee’s review of any new or unusual proxy issues and serves as Secretary thereto. |
|
3. |
Manages the process of referring issues to portfolio managers for voting instructions. |
|
4. |
Oversees the work of any third-party vendor hired to process proxy votes (as of the date of these procedures Putnam has engaged Institutional
Shareholder Services (ISS) to process proxy votes) and the process of setting up the voting process with ISS and custodial banks for new
clients. |
|
5. |
Coordinates responses to investment professionals’ questions on proxy issues and proxy policies, including forwarding specialized
proxy research from ISS and other vendors and forwards information to investment professionals prepared by other areas at Putnam. |
|
6. |
Implements the exception process with respect to referred items on securities held solely in accounts managed by the Global Asset Allocation
(“GAA”) team within Franklin Templeton Investment Solutions described in more detail in the Proxy Referral section below. |
|
7. |
Maintains required records of proxy votes on behalf of the appropriate Putnam client accounts. |
|
8. |
Prepares and distributes reports required by Putnam clients. |
Proxy Voting Guidelines
Putnam maintains written voting guidelines (“Guidelines”) setting
forth voting positions determined by the Proxy Committee on those issues believed most likely to arise day to day. The Guidelines may
call for votes to be cast normally in favor of or opposed to a matter or may deem the matter an item to be referred to investment professionals
on a case-by-case basis. A copy of the Guidelines is attached to this memorandum as Exhibit A.
In light of our views on the importance of issuer governance and investor
engagement, which we believe are applicable across our various strategies and clients, regardless of a specific portfolio’s investment
objective, Putnam will vote all proxies in accordance with the Guidelines, subject to two exceptions as follows:
|
1. |
If the portfolio managers of client accounts holding the stock of a company with a proxy vote believe that following the Guidelines in
any specific case would not be in the clients’ best interests, they may request the Proxy Voting Team not to follow the guidelines
in such case. The request must be in writing and include an explanation of the rationale for doing so. The Proxy Voting Team will review
any such request with the Proxy Committee (or, in cases with limited time, with the Chair of the Proxy Committee acting on the Proxy Committee’s
behalf) prior to implementing the request. |
|
2. |
Putnam may accept instructions to vote proxies under client specific guidelines subject to review and acceptance by the Investment Division
and the Legal and Compliance Department. |
Other
|
1. |
Putnam may elect not to vote when the security is no longer held. |
|
2. |
Putnam will abstain on items that require case-by-case review when a vote recommendation from the appropriate investment
professional(s) cannot be obtained due to restrictive voting deadlines or other prohibitive operational or administrative requirements. |
|
3. |
Where securities held in Putnam client accounts, including the Putnam mutual funds, have been loaned to third parties in connection with
a securities lending program administered by Putnam (through securities lending agents overseen by Putnam), Putnam has instructed lending
agents to recall U.S. securities on loan to vote proxies, in accordance with Putnam’s securities lending procedures. Due to differences
in non-U.S. markets, Putnam does not currently seek to recall non-U.S. securities on loan. In addition, where Putnam does not administer
a client’s securities lending program, this recall policy does not apply, since Putnam generally does not have information on loan
details or authority to effect recalls in those cases. It is possible that, for impracticability or other reasons, a recalled security
may not be returned to the relevant custodian in time to allow Putnam to vote the relevant proxy. |
| |
|
|
|
4. |
Putnam will make its reasonable best efforts to vote all proxies except when impeded by circumstances that are reasonably beyond its control
and responsibility, such as custodial proxy voting services, in part or whole, not available or not established by a client, or custodial
error. |
Proxy Voting Referrals
Under the Guidelines, certain proxy matters will be referred to Portfolio
Managers. The Portfolio Manager receiving the referral request may delegate the vote decision to an appropriate Analyst from among a list
of eligible analysts (such list to be approved by the Chief Investment Officer of the Putnam Equity group and the Director of Equity Research
for the Putnam Equity group). The Analyst will be required to make the affirmation and disclosures identified in (3) below. Normally specific
referral items will be referred to the portfolio team leader (or another member of the portfolio team he or she designates) whose accounts
hold the greatest number of shares of the issuer of the proxies through the Proxy Referral Administration Database. The referral request
contains (1) a field that will be used by the portfolio team leader or member for recommending a vote on each referral item, (2) a field
for describing any contacts relating to the proxy referral item the portfolio team may have had with any Franklin Templeton employee outside
Putnam Equity or with any person other than a proxy solicitor acting in the normal course of proxy solicitation, and (3) a field for portfolio
managers to affirm that they are making vote recommendations in the best interest of client accounts and have disclosed to Compliance
any potential conflicts of interest relevant to their vote recommendation.
Putnam may vote any referred items on securities held solely in accounts
managed by the GAA team within Franklin Templeton Investment Solutions (and not held by any other investment product team) in accordance
with the recommendation of Putnam’s third-party proxy voting service provider. The Proxy Voting Team will first give the relevant
portfolio manager(s) on the GAA team the opportunity to review the referred items and vote on them. If the portfolio manager(s) on the
GAA team do not decide to make any active voting decision on any of the referred items, the items will be voted in accordance with the
service provider’s recommendation. If the security is also held by other investment teams at Putnam Equity, the items will be referred
to the largest holder who is not a member of the GAA team.
The portfolio team leader or members who have been requested to provide
a recommendation on a proxy referral item will complete the referral request. Upon receiving each completed referral request from the
applicable Portfolio Manager or Analyst, the Proxy Voting Team will review the completed request for accuracy and completeness, and will
follow up with investment personnel as appropriate.
Conflicts of Interest
A potential conflict of interest may arise when voting proxies of an issuer
which has a significant business relationship with Putnam. For example, Putnam could manage a defined benefit or defined contribution
pension plan for the issuer. Putnam’s policy is to vote proxies based solely on the investment merits of the proposal. In order
to guard against conflicts, the following procedures have been adopted:
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1. |
The Proxy Committee is composed of senior professionals, including Portfolio Managers in Putnam Equity and the Putnam Equity Sustainability
Strategy group. None of these individuals or groups reports to Franklin Templeton’s marketing businesses. |
|
2. |
No Franklin Templeton employee outside Putnam Equity may contact any portfolio manager about any proxy vote without first contacting the
Proxy Voting Team or a senior lawyer in the Legal and Compliance Department. There is no prohibition on employees seeking to communicate
investment-related information to investment professionals except for Putnam’s restrictions on dissemination of material, non-public
information. However, the Proxy Voting Team will coordinate the delivery of such information to investment professionals to avoid appearances
of conflict. |
|
3. |
Investment professionals responding to referral requests must disclose any contacts with third parties other than normal contact with
proxy solicitation firms and must affirm that they are making vote recommendations in the best interest of client accounts and have disclosed
to the Proxy Voting Team any potential conflicts of interest relevant to their vote recommendation. |
|
4. |
The Proxy Voting Team will review the name of the issuer of each proxy that contains a referral item against various sources of Putnam
business relationships maintained by the Legal and Compliance Department or Client Service for potential material business relationships
(i.e., conflicts of interest). For referrals, the Proxy Voting Team will complete the Proxy Voting Conflict of Interest Disclosure
Form (attached as Exhibit B and C) via the Proxy Referral Administration Database and will prepare a quarterly report for the Putnam
Chief Compliance Officer identifying all completed Conflict of Interest Disclosure forms. |
|
5. |
Putnam’s Proxy Voting Guidelines may only be overridden with the written recommendation from a member of the Investment Division
and concurrence of the Proxy Committee (or, in cases with limited time, with the Chair of the Proxy Committee on the Proxy Committee’s
behalf). |
Recordkeeping
The Putnam Equity Sustainability Strategy Group will
retain copies of the following books and records:
|
1. |
A copy of the Proxy Voting Procedures and Guidelines as are from time to time in effect; |
|
2. |
A copy of each proxy statement received with respect to securities in client accounts; |
|
3. |
Records of each vote cast for each client; |
|
4. |
Internal documents generated in connection with a proxy referral, such as emails, memoranda, etc. |
|
5. |
Written reports to clients on proxy voting and all client requests for information and Putnam’s response. |
All records will be maintained for seven years. A proxy
vendor may on Putnam’s behalf maintain the records noted in 2 and 3 above if it commits to providing copies promptly upon request.
Exhibit A to Proxy Procedures
Putnam Investments Proxy Voting Guidelines
The proxy voting guidelines below summarize Putnam’s positions on
various issues of concern to investors and indicate how client portfolio securities will be voted on proposals dealing with a particular
issue. The proxy voting service is instructed to vote all proxies relating to client portfolio securities in accordance with these guidelines,
except as otherwise instructed by the Proxy Voting Team.
Putnam’s voting policies are rooted in our views that (1) strong,
independent corporate governance is important to long-term company financial performance, and (2) long-term investors’ active engagement
with company management, including through the proxy voting process, strengthens issuer accountability and overall market discipline,
potentially reducing risk and improving returns over time. Our voting program is offered as a part of our investment management services,
at no incremental fee to Putnam, and, while there can be no guarantees, it is intended to offer potential investment benefits over a long-term
horizon. Our voting policies are designed with investment considerations in mind, not as a means to pursue particular political, social,
or other goals. As a result, we may not support certain proposals whose costs to the issuer (including implementation costs, practicability,
and other factors), in Putnam’s view, outweigh their investment merits.
These proxy voting policies are intended to be decision-making guidelines.
The guidelines are not exhaustive and do not include all potential voting issues. In addition, as contemplated by and subject to Putnam’s
Proxy Voting Procedures, because proxy issues and the circumstances of individual companies are so varied, portfolio teams may recommend
votes that may vary from the general policy choices set forth in the guidelines.
The following guidelines are grouped according to the types of proposals
generally presented to shareholders. Part I deals with proposals which have been approved and recommended by a company’s board of
directors. Part II deals with proposals submitted by shareholders for inclusion in proxy statements. Part III addresses unique considerations
pertaining to non-US issuers.
I. Board-Approved Proposals
Proxies will be voted for board-approved proposals, except
as follows:
A. Matters Relating to the Board of Directors
Uncontested Election of Directors
The board of directors has the important role of overseeing management and
its performance on behalf of shareholders. When evaluating a company’s board, Putnam may consider the diversity of professional
backgrounds and personal characteristics. Putnam believes that companies generally benefit from diversity on the board, including diversity
with respect to gender, ethnicity, race, skills, perspectives and experience.
Proxies will be voted for the election of the company’s
nominees for directors (and/or subsidiary directors) and for board-approved proposals on other matters relating to the board
of directors (provided that such nominees and other matters have been approved by an independent nominating committee), except as follows:
|
Ø |
Putnam will withhold votes from the entire board of directors if: |
|
· |
The board does not have a majority of independent directors, |
|
· |
The board does not have nominating, audit and compensation committees composed
solely of independent directors, or |
|
· |
The board has more than 15 members or fewer than five members, absent
special circumstances. |
|
Ø |
Putnam may refrain from withholding votes from the board due to insufficient key
committee independence due to director resignation, change in board structure, or other specific circumstances, provided that the company
has stated (for example in an 8-K), or it can otherwise be determined, that the board will address committee composition to ensure compliance
with the applicable corporate governance code in a timely manner after the shareholder meeting and the company has a history of appropriate
board independence. |
Unless otherwise indicated, for the purposes of determining whether a board
has a majority of independent directors and independent nominating, audit, and compensation committees, an independent director is a director
who (1) meets all requirements to serve as an independent director of a company under the final NYSE Corporate Governance Rules (e.g.,
no material business relationships with the company and no present or recent employment relationship with the company (including employment
of an immediate family member as an executive officer)), and (2) has not accepted directly or indirectly any consulting, advisory, or
other compensatory fee (excluding immaterial fees for transactional services as defined by the NYSE Corporate Governance rules) from the
company other than in his or her capacity as a member of the board of directors or any board committee. Putnam believes that the receipt
of such compensation for services other than service as a director raises significant independence issues.
|
Ø |
Putnam will withhold votes from any nominee for director who is
considered an independent director by the company and who has received compensation within the last three years from the company for the
provision of professional services (e.g., investment banking, consulting, legal or financial advisory fees). |
|
Ø |
Putnam will withhold votes from any nominee for director who attends
fewer than 75% of board and committee meetings. Putnam may refrain from withholding votes on a case-by-case basis if a valid
reason for the absence exists, such as illness, personal emergency, potential conflict of interest, etc. |
|
Ø |
Putnam will withhold votes from any incumbent nominee for director
who served on a board that has not acted to implement a policy requested in a shareholder proposal that received the support of a majority
of the votes actually cast on the matter at its previous two annual meetings, or |
|
Ø |
Putnam will withhold votes from any incumbent nominee for director
who served on a board that adopted, renewed, or made a material adverse modification to a shareholder rights plan (commonly referred to
as a “poison pill”) without shareholder approval during the current or prior calendar year. (This is applicable to any type
of poison pill, for example, advance-warning type pill, EGM pill, and Trust Defense Plans in Japan.) |
Putnam will refrain from opposing the board members who served at the time
of the adoption of the poison pill if the duration is one year or less, if the plan contains other suitable restrictions; or if the company
publicly discloses convincing rationale for its adoption and seeks shareholder approval of future renewals of the poison pill. (Suitable
restrictions could include but are not limited to, a higher threshold for passive investors. Convincing rationale could include circumstances
such as, but not limited to, extreme market disruption or conditions, stock volatility, substantial merger, active investor interest,
or takeover attempts.)
|
Ø |
Putnam will vote on a case-by-case basis and may consider voting against
the Nominating Committee Chair if there is a lack of evidence of board diversity. |
Putnam is concerned about over-committed directors. In some cases, directors
may serve on too many boards to make a meaningful contribution. This may be particularly true for senior executives of public companies
(or other directors with substantially full-time employment) who serve on more than a few outside boards.
|
Ø |
Putnam will vote against any non-executive nominee for director
who serves on more than four (4) public company boards, except where Putnam would otherwise be withholding votes for the entire board
of directors. For the purpose of this guideline, boards of affiliated registered investment companies and other similar entities such
as UCITS will count as one board. Generally, Putnam will |
withhold support from directors serving on more than four unaffiliated
public company boards, although an exception may be made in the case of a director who represents an investing firm with the sole purpose
of managing a portfolio of investments that includes the company.
|
Ø |
Putnam will withhold votes from any nominee for director who serves
as an executive officer of any public company (“home company”) while serving on more than two (2) public company boards
other than the home company board. (Putnam will withhold votes from the nominee at each company where Putnam client portfolios own
shares.) In addition, if Putnam client portfolios are shareholders of the executive’s home company, Putnam will withhold votes from
members of the company’s governance committee. For the purpose of this guideline, boards of affiliated registered investment companies
and other similar entities such as UCITS will count as one board. |
|
Ø |
Putnam will withhold votes from any nominee for director of a public
company (Company A) who is employed as a senior executive of another public company (Company B) if a director of Company B serves as a
senior executive of Company A (commonly referred to as an “interlocking directorate”). |
Board independence depends not only on its members’ individual relationships,
but also the board’s overall attitude toward management. Independent boards are committed to good corporate governance practices
and, by providing objective independent judgment, enhancing shareholder value. Putnam may withhold votes on a case-by-case basis from
some or all directors that, through their lack of independence, have failed to observe good corporate governance practices or, through
specific corporate action, have demonstrated a disregard for the interest of shareholders.
Note: Designation of executive director is based on company disclosure.
|
Ø |
Putnam will vote against proposals that provide that a director
may be removed only for cause. Putnam will generally vote for proposals that permit the removal of directors with or without
cause. |
|
Ø |
Putnam will vote against proposals authorizing a board to fill a
director vacancy without shareholder approval. |
|
Ø |
Putnam will vote on a case-by-case basis on subsidiary director
nominees if Putnam will be voting against the nominees of the parent company’s board. |
|
Ø |
Putnam will vote on a case-by-case basis for director nominees,
including nominees for positions on Supervisory Boards or Supervisory Committees, or similar board entities (depending on board structure),
for (re)election when cumulative voting applies. |
|
Ø |
Putnam will vote for proposals to approve annual directors’
fees, except that Putnam will vote on a case-by-case basis if Putnam’s independent proxy voting service has recommended
a vote against such proposal. Additionally, Putnam will vote for proposals to approve the grant of equity awards to directors,
except that Putnam will consider these proposals on a case-by-case basis if Putnam’s proxy service provider is recommending
a vote against the proposal. |
Classified Boards
|
Ø |
Putnam will vote against proposals to classify a board, absent special
circumstances indicating that shareholder interests would be better served by this structure. |
Ratification of Auditors
|
Ø |
Putnam will vote on a case-by-case basis on proposals to ratify
the selection of independent auditors if there is evidence that the audit firm’s independence or the integrity of an audit is compromised.
(Otherwise, Putnam will vote for.) |
Contested Elections of Directors
|
Ø |
Putnam will vote on a case-by-case basis in contested elections
of directors. |
B. Executive Compensation
Putnam will vote on a case-by-case basis on board-approved
proposals relating to executive compensation, except as follows:
|
Ø |
Putnam will vote for stock option and restricted stock plans that
will result in an average annual dilution of 1.67% or less (based on the disclosed term of the plan and including all equity-based plans),
except where Putnam would otherwise be withholding votes for the entire board of directors in which case Putnam will evaluate the plans
on a case-by-case basis. |
|
Ø |
Putnam will vote against stock option and restricted stock plans
that will result in an average annual dilution of greater than 1.67% (based on the disclosed term of the plan and including all equity
plans). |
|
Ø |
Putnam will vote against any stock option or restricted stock plan
where the company’s actual grants of stock options and restricted stock under all equity-based compensation plans during the prior
three (3) fiscal years have resulted in an average annual dilution of greater than 1.67%. |
|
· |
Additionally, if the annualized dilution cannot be calculated, Putnam will vote
for plans where the Total Potential Dilution is 5% or less. If the annualized dilution cannot be calculated and the Total
Potential Dilution exceeds 5%, then Putnam will vote against. Note: Such plans must first pass all of Putnam’s other
screens. |
|
Ø |
Putnam will vote proposals to issue equity grants to executives on a case-by-case
basis. |
|
Ø |
Putnam will vote against stock option plans that permit replacing
or repricing of underwater options (and against any proposal to authorize such replacement or repricing of underwater options). |
|
Ø |
Putnam will vote against stock option plans that permit issuance
of options with an exercise price below the stock’s current market price. |
|
Ø |
Putnam will vote against stock option plans/ restricted stock plans
with evergreen features providing for automatic share replenishment. |
|
· |
Putnam will vote for bonus plans under which payments are treated
as performance-based compensation that is deductible under Section 162(m) of the Internal Revenue Code of 1986, as amended, except as
follows:
|
Vote on a case-by-case basis on such proposals if
any of the following circumstances exist:
|
o |
the amount per employee under the plan is unlimited, or |
|
o |
the maximum award pool is undisclosed, or |
|
o |
the incentive bonus plan’s performance criteria are undisclosed, or |
|
o |
the independent proxy voting service recommends a vote against. |
|
Ø |
Putnam will vote in favor of the annual presentation of advisory votes on executive
compensation (Say-on-Pay). |
|
Ø |
Putnam
will generally vote for advisory votes on executive compensation (Say-on-Pay). However, Putnam will vote against an
advisory vote if the company fails to effectively link executive compensation to company performance according to benchmarking performed
by the independent proxy voting service. |
|
· |
Putnam will review the proposal on a case-by-case basis if there
is no recommendation of the independent proxy voting service. |
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Ø |
Putnam will vote on a case-by-case basis on severance agreements
(e.g., golden and tin parachutes) |
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Ø |
Putnam will withhold votes from members of a Board of Directors
which has approved compensation arrangements Putnam’s investment personnel have determined are grossly unreasonable at the next
election at which such director is up for re-election. |
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Ø |
Putnam will vote for employee stock purchase plans that have the
following features: (1) the shares purchased under the plan are acquired for no less than 85% of their market value, (2) the offering
period under the plan is 27 months or less, and (3) dilution is 10% or less. |
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Ø |
Putnam will vote for Non-qualified Employee Stock Purchase Plans
with all the following features: |
1) Broad-based participation (i.e., all employees of the company
with the exclusion of individuals with 5 percent or more of beneficial ownership of the company).
2) Limits on employee contribution, which may be a fixed dollar
amount or expressed as a percent of base salary.
3) Company matching contribution up to 25 percent of employee’s
contribution, which is effectively a discount of 20 percent from market value.
4) No discount on the stock price on the date of purchase
since there is a company matching contribution.
Putnam will vote against Non-qualified Employee Stock
Purchase Plans when any of the plan features do not meet the above criteria.
Putnam may vote against executive compensation proposals on a case-by-case
basis where compensation is excessive by reasonable corporate standards, or where a company fails to provide transparent disclosure of
executive compensation. In voting on proposals relating to executive compensation, Putnam will consider whether the proposal has been
approved by an independent compensation committee of the board.
C. Capitalization
Putnam will vote on a case-by-case basis on board-approved
proposals involving changes to a company’s capitalization, except as follows:
|
Ø |
Putnam will vote for proposals relating to the authorization of
additional common stock, except that Putnam will evaluate such proposals on a case-by-case basis if (i) they relate to a
specific transaction or to common stock with special voting rights, (ii) the company has a non-shareholder approved poison pill in place,
or (iii) the company has had sizeable stock placements to insiders within the past three years at prices substantially below market value
without shareholder approval. |
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Ø |
Putnam will vote for proposals to effect stock splits (excluding
reverse stock splits.) |
|
Ø |
Putnam will vote for proposals authorizing share repurchase programs,
except that Putnam will vote on a case-by-case basis if there are concerns that there may be abusive practices related to
the share repurchase programs. |
|
D. |
Acquisitions, Mergers, Reorganizations and |
Other Transactions
Putnam will vote on a case-by-case basis on business transactions
such as acquisitions, mergers, reorganizations involving business combinations, liquidations and sale of all or substantially all of a
company’s assets.
E. Anti-Takeover Measures
Putnam will vote against board-approved proposals to adopt
anti-takeover measures such as supermajority voting provisions, issuance of blank check preferred stock, the creation of a separate class
of stock with disparate voting rights, control share acquisition provisions, targeted share placements, and ability to make greenmail
payments, except as follows:
|
Ø |
Putnam will vote on a case-by-case basis on proposals to ratify
or approve shareholder rights plans; |
|
Ø |
Putnam will vote on a case-by-case basis on proposals to adopt fair
price provisions. |
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Ø |
Putnam will vote on a case-by-case basis on proposals to issue blank
check preferred stock in the case of REITs (only). |
|
Ø |
Putnam will generally vote for proposals that enable or expand shareholders’
ability to take action by written consent. |
|
Ø |
Putnam will vote on a case-by-case basis on proposals to increase
shares of an existing class of stock with disparate voting rights from another share class. |
|
Ø |
Putnam will vote on a case-by-case basis on shareholder or board-approved
proposals to eliminate supermajority voting provisions at controlled companies (companies in which an individual or a group voting collectively
holds a majority of the voting interest). |
|
Ø |
Putnam will vote on a case-by-case basis on board-approved
proposals to adopt supermajority voting provisions at controlled companies (companies in which an individual or a group voting collectively
holds a majority of the voting interest). |
|
Ø |
Putnam will vote on a case-by-case basis
on proposals to issue blank check preferred stock if appropriate “de-clawed” language is present. Specifically, appropriate
de-clawed language will include cases where the Company states (i.e.,
through 8-K, proxy statement or other public disclosure) it will not use the preferred stock
for anti-takeover purposes, or in order to implement a shareholder rights plan, or discloses a commitment to submit any future issuances
of preferred stock to be used in a shareholder rights plan/anti-takeover purpose to a shareholder vote prior to its adoption. |
F. Other Business Matters
Putnam will vote for board-approved proposals approving routine
business matters such as changing the company’s name and procedural matters relating to the shareholder meeting, except as follows:
|
Ø |
Putnam will vote on a case-by-case basis on proposals to amend a
company’s charter or bylaws (except for charter amendments necessary or to effect stock splits, to change a company’s name,
to authorize additional shares of common stock or other matters which are considered routine (for example, director age or term limits),
technical in nature, fall within Putnam’s guidelines (for example, regarding board size or virtual meetings), are required pursuant
to regulatory and/or listing rules, have little or no economic impact or will not negatively impact shareholder rights). |
|
Ø |
Additionally, Putnam believes the bundling of items, whether the items are related
or unrelated, is generally not in shareholders’ best interest. We may vote against the entire bundled proposal if
we would normally vote against any of the items if presented individually. In these cases, we will review the bundled proposal on a case-by-case
basis. |
|
Ø |
Putnam generally supports quorum requirements if the level is set high enough
to ensure a broad range of shareholders is represented in person or by proxy but low enough so that the Company can transact necessary
business. Putnam will vote on a case-by-case basis on proposals seeking to change quorum requirements; however, Putnam will
normally support proposals that seek to comply with market or exchange requirements. |
|
Ø |
Putnam will vote on a case-by-case basis on proposals seeking to
change a company’s state of incorporation. However, Putnam will vote for mergers and reorganizations involving business
combinations designed solely to reincorporate a company in Delaware. |
|
Ø |
Putnam will vote against authorization to transact other unidentified,
substantive business at the meeting. |
|
Ø |
Putnam will vote against proposals where there is a lack of information
to make an informed voting decision. |
|
Ø |
Putnam will vote as follows on proposals to adjourn shareholder meetings: |
If Putnam is withholding support for the board of the company
at the meeting, any proposal to adjourn should be referred for case-by-case analysis.
If Putnam is not withholding support for the board, Putnam will
vote in favor of adjourning, unless the vote concerns an issue that is being referred back to Putnam for case-by-case review. Under such
circumstances, the proposal to adjourn should also be referred to Putnam for case-by-case analysis.
|
Ø |
Putnam will vote against management proposals to adopt a specific
state’s courts, or a specific U.S. district court as the exclusive forum for certain disputes, except that Putnam will vote for
proposals adopting the State of Delaware, or the Delaware Chancery Court, as the exclusive forum, for corporate law matters for issuers
incorporated in Delaware. Requiring shareholders to bring actions solely in one state may discourage the pursuit of derivative claims
by increasing their difficulty and cost. However, Putnam’s guideline recognizes the expertise of the Delaware state court system
in handling disputes involving Delaware corporations. In addition, Putnam will withhold votes from the chair of the Nominating/Governance
committee if a company amends its Bylaws, or takes other actions, to adopt a specific state’s courts (other than Delaware courts,
for issuers incorporated in Delaware) or a specific U.S. district court as the exclusive forum for certain disputes without shareholder
approval. |
|
Ø |
Putnam will vote on a case-by-case basis on management proposals
seeking to adopt a bylaw amendment allowing the company to shift legal fees and costs to unsuccessful plaintiffs in intra-corporate litigation
(fee-shifting bylaw). Additionally, Putnam will vote against the Chair of the Nominating/Governance committee if a company
adopts a fee-shifting bylaw amendment without shareholder approval. |
|
Ø |
Putnam will support management/shareholder proxy access proposals as long as the
proposals align with the following principles for a shareholder (or up to 20 shareholders together as a group) to receive proxy access: |
|
Ø |
1) The required minimum aggregate ownership of the Company’s outstanding
common stock is no greater than 3%; |
|
Ø |
2) The required minimum holding period for the shareholder proponent(s) is no
greater than two years; and |
|
Ø |
3) The shareholder(s) are permitted to nominate at least 20% of director candidates
for election to the board. |
Proposals requesting shares be held for 3 years will be reviewed
on a case-by-case basis. Putnam will vote against proposals requesting shares be held for more than
three years. Proposals that meet Putnam’s stated criteria and include other requirements relating to issues such as, but not limited
to, shares on loan or compensation agreements with nominees, will be reviewed on a case-by-case basis.
Additionally, shareholder proposals seeking an amendment to a company’s
proxy access policy which include any one of the supported criteria under Putnam’s guidelines, for example, a 2-year holding period
for shareholders, will be reviewed on a case-by-case basis.
|
Ø |
Putnam supports management / shareholder proposals giving shareholders the right
to call a special meeting as long as the ownership requirement in such proposals is at least 15% of the company’s outstanding
common stock and not more than 25%. |
In general, Putnam will vote for management or shareholder
proposals to reduce the ownership requirement below a company’s existing threshold, as long as the new threshold is at least 15%
and not greater than 25% of the company’s outstanding common stock.
Putnam will vote against any proposal with an ownership
requirement exceeding 25% of the company’s common stock or an ownership requirement that is less than 15% of the company’s
outstanding common stock.
In cases where there are competing management and shareholder proposals
giving shareholders the right to call a special meeting, Putnam will generally vote for the proposal which has the lower
minimum shareholder ownership threshold, as long as that threshold is within Putnam’s recommended minimum/maximum thresholds. If
only one of the competing proposals has a threshold that falls within Putnam’s threshold range, Putnam will normally support that
proposal as long as it represents an improvement (reduction) from the previous requisite ownership level. Putnam will normally vote against
both proposals if neither proposal has a requisite ownership level between 15% and 25% of the company’s outstanding
common stock.
|
Ø |
Putnam will generally vote for management or shareholder proposals
to allow a company to hold virtual-only or hybrid shareholder meetings or to amend its articles/charter/by-laws to allow for virtual-only
or hybrid shareholder meetings, provided the proposal does not preclude in-person meetings (at any given time), and does not otherwise
limit or impair shareholder participation; and if the company has provided clear disclosure to ensure that shareholders can effectively
participate in virtual-only shareholder meetings and meaningfully communicate with company management and directors. Additionally, Putnam
may consider the rationale of the proposal and whether there have been concerns about the company’s previous meeting practices. |
Disclosure should address the following:
|
· |
the ability of shareholders to ask questions during the meeting |
|
o |
including time guidelines for shareholder questions |
|
o |
rules around what types of questions are allowed |
|
o |
and rules for how questions and comments will be recognized and disclosed to meeting participants |
|
o |
the manner in which appropriate questions received during the meeting will be addressed by the board |
|
· |
procedures, if any, for posting appropriate questions received during the meeting
and the company’s answers on the investor page of their website as soon as is practical after the meeting |
|
· |
technical and logistical issues related to accessing the virtual meeting platform;
and |
|
· |
procedures for accessing technical support to assist in the event of any difficulties
accessing the virtual meeting |
|
Ø |
Putnam may vote against proposals that do not meet these criteria. |
Additionally, Putnam may vote against the Chair of
the Governance Committee when the board is planning to hold a virtual-only shareholder meeting and the company has not provided sufficient
disclosure (as noted above) or shareholder access to the meeting.
|
Ø |
Putnam will vote for proposals to approve a company’s board-approved
climate transition action plan (“say on climate” proposals in which the company’s board proposes that shareholders indicate
their support for the company’s plan), unless the proxy voting service has recommended a vote against the proposal, in which case
Putnam will vote on a case-by-case basis on the proposal. |
|
Ø |
Putnam will vote on a case-by-case basis on board-approved proposals
that conflict with shareholder proposals. |
II. Shareholder Proposals
Shareholder proposals are non-binding votes that are often opposed by management.
Some proposals relate to matters that are financially immaterial to the company’s business, while others may be impracticable or
costly for a company to implement. At the same time, well-crafted shareholder proposals may serve the purpose of raising issues that are
material to a company’s business for management’s consideration and response. Putnam seeks to weigh the costs of different
types of proposals against their expected financial benefits. More specifically:
Putnam will vote in accordance with the recommendation of the company’s
board of directors on all shareholder proposals, except as follows:
|
Ø |
Putnam will vote for shareholder proposals that are consistent with
Putnam’s proxy voting guidelines for board-approved proposals. |
|
Ø |
Putnam will vote for shareholder proposals to declassify a board,
absent special circumstances which would indicate that shareholder interests are better served by a classified board structure. |
|
Ø |
Putnam will vote for shareholder proposals to require shareholder
approval of shareholder rights plans. |
|
Ø |
Putnam will vote for shareholder proposals asking that director
nominees receive support from holders of a majority of votes cast or a majority of shares outstanding of the company in order to be (re)
elected. |
|
Ø |
Putnam will review on a case-by-case basis, shareholder proposals
requesting that the board adopt a policy whereby, in the event of a significant restatement of financial results or significant extraordinary
write-off, the board will recoup, to the fullest extent practicable, for the benefit of the company, all performance-based bonuses or
awards that were made to senior executives based on having met or exceeded specific performance targets to the extent that the specified
performance targets were not met. |
| |
Ø |
Putnam will vote for shareholder proposals urging
the board to seek shareholder approval of any future supplemental executive retirement plan (“SERP”), or individual retirement
arrangement, for senior executives that provides credit for additional years of service not actually worked, preferential benefit formulas
not provided under the company’s tax-qualified retirement plans, accelerated vesting of retirement benefits or retirement perquisites
and fringe benefits that are not generally offered to other company employees. (Implementation of this policy shall not breach any existing
employment agreement or vested benefit.) |
|
Ø |
Putnam will vote for shareholder proposals requiring companies to
report on their executive retirement benefits. (Deferred compensation, split-dollar life insurance, SERPs and pension benefits) |
|
Ø |
Putnam will vote for shareholder proposals requesting that a company
establish a pay-for-superior-performance standard whereby the company discloses defined financial and/or stock price performance criteria
(along with the detailed list of comparative peer group) to allow shareholders to sufficiently determine the pay and performance correlation
established in the company’s performance-based equity program. In addition, no multi-year award should be paid out unless
the company’s performance exceeds, during the current CEO’s tenure (three or more years), its peer median or mean performance
on selected financial and stock price performance criteria. |
|
Ø |
Putnam will vote for shareholder proposals urging the board to disclose
in a separate report to shareholders, the Company’s relationships with its executive compensation consultants or firms. Specifically,
the report should identify the entity that retained each consultant (the company, the board or the compensation committee) and the types
of services provided by the consultant in the past five years (non-compensation-related services to the company or to senior management
and a list of all public company clients where the Company’s executives serve as a director.) |
|
Ø |
Putnam will vote for shareholder proposals requiring companies to
accelerate vesting of equity awards under management severance agreements only if both of the following conditions are met: |
|
· |
the company undergoes a change in control, and |
|
· |
the change in control results in the termination of employment for the person
receiving the severance payment. |
|
Ø |
Putnam will vote for shareholder proposals requiring that the chair’s
position be filled by an independent director (separate chair/CEO). However, Putnam will vote on a case-by-case basis on
such proposals when the company’s board has a lead-independent director (or already has an independent or separate chair) and
Putnam is supporting the nominees for the board of directors. |
|
Ø |
Putnam will vote for shareholder proposals seeking the submission
of golden coffins to a shareholder vote or the elimination of the practice altogether. |
|
Ø |
Putnam will vote for shareholder proposals seeking a policy that
forbids any director who receives more than 25% withhold votes cast (based on for and withhold votes) from serving on any key board committee
for two years and asking the board to find replacement directors for the committees if need be. |
|
Ø |
Putnam will vote for shareholder proposals urging the board to seek
shareholder approval of severance agreements (e.g., golden and tin parachutes). |
|
· |
However, Putnam will vote against such proposals when the company
has a policy that minimally requires shareholder approval of severance agreements for executives that provides for cash severance benefits
exceeding 2.99 times the sum of the executive’s base salary plus target annual non-equity incentive plan bonus opportunity. |
Putnam will vote on a case-by-case basis on approving
such compensation arrangements.
|
Ø |
Putnam will vote for shareholder proposals requiring
companies to make cash payments under management severance agreements only if both of the following conditions are met: the company undergoes
a change in control, and the change in control results in the termination of employment for the person receiving the severance payment. |
|
Ø |
Putnam will vote on a case-by-case basis on shareholder proposals
to limit a company’s ability to make excise tax gross-up payments under management severance agreements as well as proposals to
limit income or other tax gross-up payments. |
|
Ø |
Putnam will vote in accordance with the recommendation of the company’s
board of directors on shareholder proposals regarding corporate political spending, unless Putnam is voting against the directors,
in which case the proposal would be reviewed on a case-by-case basis. |
|
Ø |
Putnam will vote on a case-by-case basis on shareholder proposals
that conflict with board-approved proposals. |
Environmental and Social
|
Ø |
Putnam believes that sustainable environmental practices and sustainable social
policies are important components of long-term value creation. Companies should evaluate the potential risks to their business operations
that are directly related to environmental and social factors (among others). In evaluating shareholder proposals relating to environmental
and social initiatives, Putnam takes into account (1) the relevance and materiality of the proposal to the company’s business, (2)
whether the proposal is well crafted (e.g., whether it references science-based targets, or standard global protocols), and (3) the practicality
or reasonableness of implementing the proposal. |
Putnam may support well-crafted and well-targeted proposals that
request additional reporting or disclosure on a company’s plans to mitigate risk to the company related to the following issues
and/or their strategies related to these issues: Environmental issues, including but not limited to, climate change, greenhouse gas emissions,
renewable energy, and broader sustainability issues; and Social issues, including but not limited to, fair pay, employee diversity and
development, safety, labor rights, supply chain management, privacy and data security.
In addition, Putnam will consider proposals related to Artificial
Intelligence (“AI”) on a case-by-case basis.
Putnam will consider factors such as (i) the industry in which
the company operates, (ii) the company’s current level of disclosure, (iii) the company’s level of oversight, (iv) the company’s
management of risk arising out of these matters, (v) whether the company has suffered a material financial impact. Other factors may also
be considered.
Putnam will consider the recommendation of its third-party proxy
service provider and may consider other factors such as third-party evaluations of ESG performance.
Additionally, Putnam may vote on a case-by-case basis
on proposals which ask a company to take action beyond reporting where our third-party proxy service provider has identified one or more
reasons to warrant a vote FOR.
III. Voting Shares of Non-US Issuers
Many non-US jurisdictions impose material burdens on voting proxies. There
are three primary types of limits as follows:
|
(1) |
Share blocking. Shares must be frozen for certain periods of time to vote via proxy. |
|
(2) |
Share re-registration. Shares must be re-registered out of the name of the local custodian or nominee into the name of the client for
the meeting and, in many cases, then re-registered back. Shares are normally blocked in this period. |
|
(3) |
Powers of Attorney. Detailed documentation from a client must be given to the local sub-custodian. In many cases Putnam is not authorized
to deliver this information or sign the relevant documents. |
Putnam’s policy is to weigh the benefits to clients from voting in
these jurisdictions against the detriments of not doing so. For example, in a share blocking jurisdiction, it will normally not be in
a client’s interest to freeze shares simply to participate in a non- contested routine meeting. More specifically, Putnam will normally
not vote shares in non-US jurisdictions imposing burdensome proxy voting requirements except in significant votes (such as contested elections
and major corporate transactions) where directed by portfolio managers.
Putnam recognizes that the laws governing non-US issuers will vary
significantly from US law and from jurisdiction to jurisdiction. Accordingly, it may not be possible or even advisable to apply these
guidelines mechanically to non-US issuers. However, Putnam believes that shareholders of all companies are protected by the existence
of a sound corporate governance and disclosure framework. Accordingly, Putnam will vote proxies of non-US issuers in accordance
with the foregoing guidelines where applicable, except as follows:
|
Ø |
Putnam will vote for shareholder proposals calling for a majority
of the directors to be independent of management. |
|
Ø |
Putnam will vote for shareholder proposals that implement corporate
governance standards similar to those established under U.S. federal law and the listing requirements of U.S. stock exchanges, and that
do not otherwise violate the laws of the jurisdiction under which the company is incorporated. |
|
Ø |
Putnam will vote on a case-by-case basis on proposals relating to
(1) the issuance of common stock in excess of 20% of a company’s outstanding common stock where shareholders do not have preemptive
rights, or (2) the issuance of common stock in excess of 100% of a company’s outstanding common stock where shareholders have preemptive
rights. |
|
Ø |
Putnam will vote for proposals to authorize share repurchase programs
that are recommended for approval by Putnam’s proxy voting service provider, otherwise Putnam will vote against such
proposals; except that Putnam will vote on a case-by-case basis if there are concerns that there may be abusive practices
related to the share repurchase programs. |
|
Ø |
Putnam will vote against authorizations to repurchase shares or
issue shares or convertible debt instruments with or without preemptive rights when such authorization can be used as a takeover defense
without shareholder approval. Putnam will not apply this policy to a company with a shareholder who controls more than 50% of its voting
rights. |
|
Ø |
Putnam will generally vote for proposals that include debt issuances, however
substantive/non-routine proposals, and proposals that fall outside of normal market practice or reasonable standards, will be reviewed
on a case-by-case basis. |
|
Ø |
Putnam will vote for board-approved routine, market-practice proposals.
These proposals are limited to (1) those issues that will have little or no economic impact, such as technical, editorial, or mandatory
regulatory compliance items, (2) those issues that will not adversely affect and/or which clearly improve shareholder rights/values, and
which do not violate Putnam’s proxy voting guidelines, or (3) those issues that do not seek to deviate from existing laws or regulations.
Examples include but are not limited to, related party transactions (non-strategic), profit-and-loss transfer agreements (Germany), authority
to increase paid-in capital (Taiwan). Should any unusual circumstances be identified concerning a normally routine issue, such proposals
will be referred back to Putnam for internal review. |
|
Ø |
Putnam will generally vote for proposals regarding amendments seeking
to expand business lines or to amend the corporate purpose, provided the proposal would not include a significant or material departure
from the company’s current business, and/or will provide the company with greater flexibility in the performance of its activities. |
|
Ø |
Putnam will normally vote for management proposals concerning allocation
of income and the distribution of dividends. However, Putnam portfolio teams will override this guideline when they conclude that the
proposals are outside the market norms (i.e., those seen as consistently and unusually small or large compared to market practices). |
|
Ø |
Putnam will generally vote for proposals seeking to adjust the par
value of common stock. However, non-routine, substantive proposals will be reviewed on a case-by-case basis. |
|
Ø |
Putnam will vote against proposals that would authorize the company
to reduce the notice period for calling special or extraordinary general meetings to less than 21-Days. |
|
Ø |
Putnam will generally vote for proposals relating to transfer of
reserves/increase of reserves (i.e., France, Japan). However, Putnam will vote on a case-by-case basis if the proposal falls
outside of normal market practice. |
|
Ø |
Putnam will generally vote for proposals to increase the maximum
variable pay ratio. However, Putnam will vote on a case-by-case basis if we are voting against a company’s remuneration
report or if the proposal seeks an increase in excess of 200%. |
|
Ø |
Putnam will review stock option plans on a case-by-case basis which
allow for the options exercise price to be reduced by dividend payments (if the plan would normally pass Putnam’s Guidelines). |
|
Ø |
Putnam will generally vote for requests to provide loan guarantees
however, Putnam will vote on a case-by-case basis if the total amount of guarantees is in excess of 100% of the company’s
audited net assets. |
|
Ø |
Putnam will generally support remuneration report/policy proposals (i.e., advisory/binding)
where a company’s executive compensation is linked directly with the performance of the business and executive. Putnam will generally
support compensation proposals which incorporate a mix of reasonable salary and performance based short- and long-term incentives. Companies
should demonstrate that their remuneration policies are designed and managed to incentivize and retain executives while growing the company’s
long-term shareholder value. |
Generally, Putnam will vote against remuneration
report/policy proposals (i.e., advisory/binding) in the following cases:
|
o |
Disconnect between pay and performance |
|
o |
No performance metrics disclosed; |
|
o |
No relative performance metrics utilized; |
|
o |
Single performance metric was used and it was an absolute measure; |
|
o |
Performance goals were lowered when management failed or was unlikely to meet original goals; |
|
o |
Long Term Incentive Plan is subject to retesting (e.g., Australia); |
|
o |
Service contracts longer than 12 months (e.g., United Kingdom); |
|
o |
Allows vesting below median for relative performance metrics; |
|
o |
Ex-gratia / non-contractual payments have been made (e.g., United Kingdom and Australia); |
|
o |
Contains provisions to automatically vest upon change-of-control; or |
|
o |
Other poor compensation practices or structures. |
|
o |
Pension provisions for new executives is not at the same level as the majority of the wider workforce; pension provisions for incumbent
executives are not set to decrease over time (United Kingdom) |
|
o |
Proposed CEO salary increases are not justifiably appropriate in comparison to wider workforce or rationale for exception increases is
not fully disclosed (United Kingdom) |
|
Ø |
Putnam will vote on a case-by-case basis on bonus payments to executive
directors or senior management; however, Putnam will vote against payments that include outsiders or independent statutory
auditors. |
|
Ø |
Matters Relating to Board of Directors |
|
Ø |
Uncontested Board Elections |
|
Ø |
Asia: China, Hong Kong, India, Indonesia, Philippines, Taiwan and Thailand |
|
Ø |
Putnam will vote against the entire board of directors if |
|
· |
fewer than one-third of the directors are independent directors, or |
|
· |
the board has not established audit, compensation and nominating
committees each composed of a majority of independent directors, or |
|
· |
the chair of the audit, compensation or nominating committee is not an independent
director. |
Ø
Commentary: Companies listed in China (or dual-listed in China and
Hong Kong) often have a separate supervisory committee in addition to a standard board of directors containing audit, compensation, and
nominating committees. The supervisory committee provides oversight of the financial affairs of the company and supervises members of
the board and management, while the board of directors makes decisions related to the company’s business and investment strategies.
The supervisory committee normally comprises employee representatives and shareholder representatives. Shareholder representatives are
elected by shareholders of the company while employee representatives are elected by the company’s staff. Shareholder representatives
may be independent or may be affiliated with the company or its substantial shareholders. Current laws and regulations neither provide
a basis for evaluation of supervisor independence nor do they require a supervisor to be independent.
|
Ø |
Putnam will generally vote in favor of nominees to the Supervisory Committee |
Australia
|
Ø |
Putnam will vote against the entire board of directors if |
|
· |
fewer than a majority of the directors are independent, or |
|
· |
the board has not established an audit committee composed solely of non-executive
directors, a majority of whom, including the chair of the committee (who should not be the board chair), should be independent directors,
or |
|
· |
the board has not established nominating and compensation committees each composed
of a majority of independent, non-executive directors, with an independent chair. |
Brazil
|
Ø |
Putnam will vote against proposals requesting cumulative voting
unless there are more candidates than number of seats available, in which case vote for. |
|
Ø |
Putnam will vote for proposals for the proportional allocation of
cumulative votes if Putnam is supporting the entire slate of nominees. Putnam will vote against such proposals if Putnam
is not supporting the entire slate. |
|
Ø |
Putnam will abstain on individual director allocation proposals
if Putnam is voting for the proportional allocation of cumulative votes. Putnam will vote on a case-by-case basis on individual
director allocation proposals if Putnam is voting against the proportional allocation of votes. |
|
Ø |
Putnam will vote for proposals to cumulate votes of common and preferred
shareholders if the nominees are known and Putnam is supporting the applicable nominees; Putnam will vote against such proposals
if Putnam is not supporting the known nominees, or if the nominees are unknown. |
|
Ø |
Putnam will generally vote against proposals seeking the recasting
of votes for amended slate (as new candidates could be included in the amended slate without prior disclosure to shareholders). |
|
Ø |
Putnam will vote against proposals regarding instructions if meeting
is held on second call if election of directors is part of the recasting as the slate can be amended without (prior) disclosure to shareholders. |
|
Ø |
Putnam will vote against proposals regarding the casting of minority
votes to the candidate with largest number of votes. |
Canada
Canadian corporate governance requirements mirror corporate governance reforms
that have been adopted by the NYSE and other U.S. national securities exchanges and stock markets. As a result, Putnam will vote on matters
relating to the board of directors of Canadian issuers in accordance with the guidelines applicable to U.S. issuers.
Commentary: Like the UK’s Combined Code on Corporate Governance,
the policies on corporate governance issued by Canadian securities regulators embody the “comply and explain” approach to
corporate governance. Because Putnam believes that the board independence standards contained in the proxy voting guidelines are integral
to the protection of investors in Canadian companies, these standards will be applied in a prescriptive manner.
Continental Europe (ex-Germany)
|
Ø |
Putnam will vote against the entire board of directors if |
|
· |
fewer than a majority of the directors are independent directors, or |
|
· |
the board has not established audit, nominating and compensation
committees each composed of a majority of independent directors. |
|
Ø |
Commentary: An “independent director” under
the European Commission’s guidelines is one who is free of any business, family or other relationship, with the company, its controlling
shareholder or the management of either, that creates a conflict of interest such as to impair his judgment. A “non-executive director”
is one who is not engaged in the daily management of the company. |
In France, Employee Representatives are employed by the company and represent
rank and file employees. These representatives are elected by company employees. The law also provides for the appointment of employee
shareholder representatives, if the employee shareholdings exceed 3% of the share capital. Employee shareholder representatives are elected
by the company’s shareholders (via general meeting).
Germany
|
Ø |
For companies subject to “co-determination,” Putnam will vote for
the election of nominees to the supervisory board, except: |
|
Ø |
Putnam will vote against the Supervisory Board if |
|
o |
the board has not established an audit committee comprising an Independent chair. |
|
o |
the audit committee chair serves as board chair. |
|
o |
the board contains more than two former management board members. |
|
Ø |
Putnam will vote against the election of a former member of the
company’s managerial board to chair of the supervisory board. |
Ø
Commentary: German corporate governance is characterized by a two-tier
board system - a managerial board composed of the company’s executive officers, and a supervisory board. The supervisory board appoints
the members of the managerial board. Shareholders elect members of the supervisory board, except that in the case of companies with a
large number of employees, company employees are allowed to elect some of the supervisory board members (one-half of supervisory board
members are elected by company employees at companies with more than 2,000 employees; one-third of the supervisory board members are elected
by company employees at companies with more than 500 employees but fewer than 2,000). This practice is known as co-determination.
Israel
Non-Controlled Banks: Director elections at Non-Controlled
banks are overseen by the Supervisor of the Banks and nominees for election as “other” (non-external) directors and external
directors (under Companies Law and Directive 301) are put forward by an external and independent committee. As such,
|
Ø |
Putnam’s guidelines regarding board Nominating Committees will not apply |
|
Ø |
Putnam will vote on a case-by-case on nominees when there are more
nominees than seats available. |
Italy
Election of directors and statutory auditors:
|
Ø |
Putnam will apply the director guidelines to the majority shareholder supported
list and vote accordingly (for or against) if multiple lists of director candidates are presented. If there
is no majority shareholder supported slate of nominees, Putnam will support the shareholder slate of nominees that is recommended for
approval by Putnam’s service provider. |
|
Ø |
Putnam will vote against the entire list of director nominees if
the list is bundled as one proposal and if Putnam would otherwise be voting against any one director nominee. |
|
Ø |
Putnam will generally vote for the majority shareholder supported
list of statutory auditor nominees. |
Note: Pursuant to Italian law, directors and statutory auditors are elected
through a slate voting system whereby candidates are presented in lists submitted by shareholders representing a minimum percentage of
share capital.
|
Ø |
Putnam will withhold votes from any director not identified in the proxy materials.
(Example: Co-opted director nominees.) |
Japan
|
Ø |
For companies that have established a U.S.-style corporate governance structure,
Putnam will withhold votes from the entire board of directors if: |
|
· |
the board does not have a majority of outside directors, |
|
· |
the board has not established nominating and compensation committees composed
of a majority of outside directors, |
|
· |
the board has not established an audit committee composed of a majority of independent
directors, or |
|
· |
the board does not have at least two independent directors for companies with
a controlling shareholder. |
|
Ø |
For companies that have established a statutory auditor board structure: |
|
· |
Putnam will withhold votes from the appointment of members of a
company’s board of statutory auditors if a majority of the members of the board of statutory auditors is not independent. |
|
Ø |
For companies that have established a statutory auditor board structure, Putnam
will withhold votes from the entire board of directors if: |
|
· |
the board does not have at least two outside directors, or |
|
· |
the board does not have at least two independent directors for companies with
a controlling shareholder. |
|
· |
Putnam will vote against any statutory auditor nominee who attends
fewer than 75% of board and committee meeting without valid reasons for the absences (i.e., illness, personal emergency, etc.) (Note that
Corporate Law requires disclosure of outsiders’ attendance but not that of insiders, who are presumed to have no more important
time commitments.) |
|
Ø |
For companies that have established an audit committee board structure (one-tier
/ one committee), Putnam will withhold votes from the entire board of directors if: |
|
· |
the board does not have at least two outside directors, |
|
· |
the board does not have at least two independent directors for companies with
a controlling shareholder, or |
|
· |
the board has not established an audit committee composed of a majority of independent
directors |
Election of Executive Director and Election of Supervisory Director
- REIT
REITs have a unique two-tier board structure with generally one
or more executive directors and two or more supervisory directors. The number of supervisory directors must be greater than, not equal
to, the number of executive directors. Shareholders are asked to vote on both types of directors. Putnam will vote as follows, provided
each board of executive / supervisory directors meets legal requirements.
|
Ø |
Putnam will generally vote for the election of Executive Director |
|
Ø |
Putnam will generally vote for the election of Supervisory Directors |
Commentary:
Definition of outside director and independent director:
The Japanese Companies Act focuses on two director classifications: Insider
or Outsider. An outside director is a director who is not a director, executive, executive director, or employee of the company or its
parent company, subsidiaries or affiliates. Further, a director, executive, executive director or
employee, who have executive responsibilities, of the company or subsidiaries can regain eligibility ten years after his or her resignation,
provided certain other requirements are met. An outside director is designated as an “independent” director based on
the Tokyo Stock Exchange listing rules. An outside director is “independent” if that person can make decisions completely
independent from the managers of the company, its parent, subsidiaries, or affiliates and does not have a material relationship with the
company (i.e., major client, trading partner, or other business relationship; familial relationship with current director or executive;
etc.).
The guidelines have incorporated these definitions in applying the board
independence standards above.
Korea
Putnam will withhold votes from the entire board of directors
if:
|
· |
For large companies (i.e., those with assets of at least KRW 2 trillion); the
board does not have at least three independent directors or less than a majority of directors are independent directors, |
|
· |
For small companies (i.e., those with assets of less than KRW 2 trillion), fewer
than one-fourth of the directors are independent directors, |
|
· |
The board has not established a nominating committee with at least half of the
members being outside directors, or |
|
· |
the board has not established an audit committee composed of at least three members
and in which at least two-thirds of its members are independent directors. |
Commentary: For purposes of these guidelines, an “outside director”
is a director who is independent from the management or controlling shareholders of the company and holds no interests that might impair
performing his or her duties impartially from the company, management or controlling shareholder. In determining whether a director is
an outside director, Putnam will also apply the standards included in Article 382 of the Korean Commercial Act, i.e., no employment
relationship with the company for a period of two years before serving on the committee, no director or employment relationship with the
company’s largest shareholder, etc.) and may consider other business relationships that would affect the independence of an outside
director.
|
Ø |
Putnam will generally vote for proposals to amend the Executive
Officer Retirement Allowance Policy unless the recipients of the grants include non-executives; the proposal would have a negative impact
on shareholders, or the proposal appear to be outside of normal market practice, in which case Putnam will vote against. |
Malaysia
|
Ø |
Putnam will vote against the entire board of directors if: |
|
· |
less than 50% of the directors are independent directors, or less than a majority
of the directors are independent directors for large companies, |
|
· |
the board has not established an audit committee with all members being
independent directors, including the committee chair, |
|
· |
the board has not established a nominating committee with all members being non-executive
directors, a majority of whom are independent, including the committee chair; the board chair should not serve as a member of the nomination
committee, or |
|
· |
the board has not established a compensation committee with all members
being non-executive directors, a majority of whom are independent; the board chair should not serve as a member of the remuneration committee. |
Nordic Markets – Finland, Norway, Sweden
|
Ø |
Putnam will vote against the entire board
of directors if: |
Board Independence:
|
· |
The board does not have a majority of directors independent
from the company and management. (Sweden, Finland, Norway) |
|
· |
The board does not have at least two directors independent
from the company and its major shareholders holding > 10% of the Company’s share capital. (Sweden, Finland, Norway) |
|
· |
An executive director is a member of the board. (Norway) |
Audit Committee:
|
· |
The audit committee does not consist of a majority of
directors independent from the company and management. (Sweden, Finland) |
|
· |
The audit committee does not have at least one director
independent from the company and its major shareholders holding > 10% of the Company’s share capital. (Sweden, Finland) |
|
· |
The audit committee is not majority independent. (Norway) |
Remuneration Committee:
|
· |
The remuneration committee is not fully independent of
the company, excluding the chair. (Sweden) |
|
· |
The remuneration committee is not majority independent
of the company. (Finland) |
|
· |
The remuneration committee does not consist fully of
non-executive directors. (Finland) |
|
· |
The remuneration committee is not fully independent of
management (Norway) |
|
· |
The remuneration committee is not majority independent
from the company and its major shareholders holding > 50% of the Company’s share capital. (Sweden, Finland, Norway) |
Board Nomination Committee:
|
· |
The nomination committee does not consist of a majority
of directors independent from the company. (Finland) |
|
· |
An executive is a member of the nomination committee.
(Finland) |
External Nomination
Committee: Vote against the establishment of the nomination committee and its guidelines when:
|
· |
The external committee is not majority independent of
the company and management. (Sweden) |
|
· |
The external committee does not have at least one director
not affiliated to largest shareholder on the committee. (Sweden) |
|
· |
The external committee does not meet best practice based
on ISS analysis. (Finland) |
|
· |
The external committee is not majority independent of
the board and management. (Norway) |
|
· |
The external committee has more than one member of the
board of the directors sitting on the committee. (Norway) |
|
· |
There is insufficient disclosure provided for new nominees
(Norway) |
|
· |
An executive is a member of the committee. (Norway) |
Russia
Ø
Putnam will vote on a case-by-case basis for the election
of nominees to the board of directors.
Ø
Commentary: In Russia, director elections are handled through a
cumulative voting process. Cumulative voting allows shareholders to cast all of their votes for a single nominee for the board of directors,
or to allocate their votes among nominees in any other way. In contrast, in “regular” voting, shareholders may not give more
than one vote per share to any single nominee. Cumulative voting can help to strengthen the ability of minority shareholders to elect
a director.
Singapore
Ø
Putnam will vote against from the entire board of directors
if
|
· |
in the case of a board with an independent director serving as chair, fewer than
one-third of the directors are independent directors; or, in the case of a board not chaired by an independent director, fewer than half
of the directors are independent directors, |
|
· |
the board has not established audit and compensation committees,
each with an independent director serving as chair, with at least a majority of the members being independent directors, and with all
of the directors being non-executive directors, or |
|
· |
the board has not established a nominating committee, with an independent
director serving as chair, and with at least a majority of the members being independent directors. |
United Kingdom, Ireland
Commentary:
Application of guidelines: Although the Combined Code has adopted
the “comply and explain” approach to corporate governance, Putnam believes that the guidelines discussed above with respect
to board independence standards are integral to the protection of investors in UK companies. As a result, these guidelines will be applied
in a prescriptive manner.
Definition of independence: For the purposes of these guidelines,
a non-executive director shall be considered independent if the director meets the independence standards in section A.3.1 of the Combined
Code (i.e., no material business or employment relationships with the company, no remuneration from the company for non-board services,
no close family ties with senior employees or directors of the company, etc.), except that Putnam does not view service on the board for
more than nine years as affecting a director’s independence.
Smaller companies: A smaller company is one that is below the FTSE
350 throughout the year immediately prior to the reporting year.
|
Ø |
Putnam will withhold votes from the entire board of directors if: |
|
· |
the board, excluding the Non-Executive Chair, is not comprised of at least half
independent non-executive directors, |
|
· |
the board has not established a Nomination committee composed of a majority of
independent non-executive directors, excluding the Non-Executive Chair, or |
|
· |
the board has not established a Compensation committee composed of (1) at least
three directors (in the case of smaller companies, as defined by the Combined Code, two directors) and (2) solely of independent non-executive
directors. The company chair may be a member of, but not chair, the Committee provided he or she was considered independent on appointment
as chair, or |
|
· |
The board has not established an Audit Committee composed of, (1) at least three
directors (in the case of smaller companies as defined by the Combined Code, two directors) and (2) solely of independent non-executive
directors. The board chair may not serve on the audit committee of large or small companies. |
|
Ø |
All other jurisdictions |
|
Ø |
In the absence of jurisdiction specific guidelines, Putnam will vote as follows
for boards/supervisory boards: |
|
o |
Putnam will vote against the entire board of directors if |
|
· |
fewer than a majority of the directors are independent directors, or |
|
· |
the board has not established audit, nominating and compensation committees each
composed of a majority of independent directors. |
Ø
Additional
Commentary regarding all Non-US jurisdictions:
Ø
Whether
a director is considered “independent” or not will be determined by reference to local corporate law or listing standards.
Ø
Some
jurisdictions may legally require or allow companies to have a certain number of employee representatives, employee shareholder representatives
(e.g., France) and/or shareholder representatives on their board. Putnam generally does not consider these representatives independent.
The presence of employee representatives or employee shareholder representatives on the board and key committees is generally legally
mandated. In most markets, shareholders do not have the ability to vote on the election of employee representatives or employee shareholder
representatives. In some markets, significant shareholders have a legal right to nominate shareholder representatives. Shareholders are
required to approve the election of shareholder representatives to the board. Unlike employee representatives, there are no legal requirements
regarding the presence of shareholder representatives on the board or its committees.
|
Ø |
Putnam will not include employee or employee shareholder representatives
in the independence calculation of the board or key committees, nor in the calculation of the size of the board. |
|
Ø |
Putnam will include shareholder representatives in the independence calculation
of the board and key committees, and in the calculation of the size of the board. |
|
Ø |
Putnam will generally support shareholder or employee representatives if included
in the agenda Putnam will vote on a case-by-case basis when there are more candidates than seats. Additionally, Putnam will
vote against such nominees when there is insufficient information disclosed. |
|
Ø |
Putnam Investments’ policies regarding the provision of professional services
and transactional relationship with regard to directors will apply. |
|
Ø |
Putnam will vote for independent nominees for alternate director, unless
such nominees do not meet Putnam’s individual director standards. |
Shareholder nominated directors/self-nominated directors
|
Ø |
Putnam will vote against shareholder nominees if Putnam supports
the board of directors. |
|
Ø |
Putnam will vote on a case-by case basis if Putnam will be voting
against the current board. |
|
Ø |
Putnam will vote on a case-by-case basis if the proposal regarding a self-nominated/shareholder
nominated director nominee would add an additional seat to the board if the nominee is approved. |
Other Business Matters
Japan
A. Article Amendments
|
Ø |
The Japanese Companies Act gives companies the option to adopt a U.S.-Style corporate
structure (i.e., a board of directors and audit, nominating, and compensation committees). Putnam will vote for proposals
to amend a company’s articles of incorporation to adopt the U.S.-Style “Board with Committees” structure. However, the
independence of the outside directors is critical to effective corporate governance under this new system. Putnam will, therefore, scrutinize
the backgrounds of the outside director nominees at such companies, and will vote against the amendment where Putnam believes
the board lacks the necessary level of independence from the company or a substantial shareholder. |
|
Ø |
Putnam will vote on a case-by-case basis on granting the board the
authority to repurchase shares at its discretion. |
|
Ø |
Putnam will vote against amendments to delete a requirement directing
the company to reduce authorized capital by the number of treasury shares cancelled. If issued share capital decreases while authorized
capital remains unchanged, then the company will have greater leeway to issue new shares (for example as a private placement or a takeover
defense). |
|
Ø |
Putnam will vote against proposals to authorize appointment of special
directors. Under the new Corporate Law, companies are allowed to appoint, from among their directors, “special directors”
who will be authorized to make decisions regarding the purchase or sale of important assets and major borrowing or lending, on condition
that the board has at least six directors, including at least one non-executive director. At least three special directors must participate
in the decision-making process and |
decisions shall be made by a majority vote of the special directors.
However, the law does not require any of the special directors to be non-executives, so in effect companies may use this mechanism to
bypass outsiders.
|
Ø |
Putnam will generally vote for proposals to create new class of
shares or to conduct a share consolidation of outstanding shares to squeeze out minority shareholders. |
|
Ø |
Putnam will vote against proposals seeking to enable companies to
establish specific rules governing the exercise of shareholder rights. (Note: Such as, shareholders’ right to submit shareholder
proposals or call special meetings.) |
B. Compensation Related Matters
|
Ø |
Putnam will vote against option plans which allow the grant of options
to suppliers, customers, and other outsiders. |
|
Ø |
Putnam will vote against stock option grants to independent internal
statutory auditors. The granting of stock options to internal auditors, at the discretion of the directors, can compromise the independence
of the auditors and provide incentives to ignore accounting problems, which could affect the stock price over the long term. |
|
Ø |
Putnam will vote against the payment of retirement bonuses to directors
and statutory auditors when one or more of the individuals to whom the grants are being proposed has not served in an executive capacity
for the company. Putnam will also vote against payment of retirement bonuses to any directors or statutory auditors who
have been designated by the company as independent. Retirement bonus proposals are all-or-nothing, meaning that split votes against individual
payments cannot be made. If any one individual does not meet Putnam’s criteria, Putnam will vote against the entire
bundled item. |
C. Other Business Matters
|
Ø |
Putnam votes for mergers by absorptions of wholly-owned subsidiaries
by their parent companies. These deals do not require the issuance of shares, and do not result in any dilution or new obligations for
shareholders of the parent company. These transactions are routine. |
|
Ø |
Putnam will vote for the acquisition if it is between parent and
wholly-owned subsidiary. |
|
Ø |
Putnam will vote for the formation of a holding company, if routine.
Holding companies are once again legal in Japan and a number of companies, large and small, have sought approval to adopt a holding company
structure. Most of the proposals are intended to help clarify operational authority for the different business areas in which the company
is engaged and promote effective allocation of corporate resources. As most of the reorganization proposals do not entail any share issuances
or any change in shareholders’ ultimate ownership interest in the operating units, Putnam will treat most such proposals as routine. |
|
Ø |
Putnam will vote against proposals that authorize the board to vary
the AGM record date. |
|
Ø |
Putnam will vote for proposals to abolish the retirement bonus system |
|
Ø |
Putnam will vote for board-approved director/officer indemnification
proposals |
|
Ø |
Putnam will vote on a case-by-case basis on private
placements (Third-party share issuances). Where Putnam views the share issuance necessary to avoid bankruptcy or to put the company back
on solid financial footing, Putnam will generally vote for. When a private placement allows a particular shareholder to
obtain a controlling stake in the company at a discount to market prices, or where the private placement otherwise disadvantages ordinary
shareholders, Putnam will vote against. |
|
Ø |
Putnam will generally vote against shareholder rights plans (poison
pills). However, if all of the following criteria are met, Putnam will evaluate such poison pills on a case-by-case basis: |
1) The poison pill must have a duration of no more than three years.
2) The trigger threshold must be no less than 20 percent of issued
capital.
3) The company must have no other types of takeover defenses in
place.
4) The company must establish a committee to evaluate any takeover
offers, and the members of that committee must all meet Putnam’s’ definition of independence.
5) At least 20 percent, and no fewer than two, of the directors
must meet Putnam’s definition of independence. These independent directors must also meet Putnam’s guidelines on board meeting
attendance.
6) The directors must stand for reelection on an annual basis.
7) The company must release its proxy materials no less than three
weeks before the meeting date.
|
Ø |
Putnam will vote against proposals to allow the board to decide
on income allocation without shareholder vote. |
|
Ø |
Putnam will vote against proposals to limit the liability of External
Audit Firms (“Accounting Auditors”) |
|
Ø |
Putnam will vote against proposals seeking a reduction in board
size that eliminates all vacant seats. |
|
Ø |
Putnam may generally vote against proposals seeking an increase
in authorized capital that leaves the company with as little as 25 percent of the authorized capital outstanding (general request). However,
such proposals will be evaluated on a company specific basis, taking into consideration such factors as current authorization outstanding,
existence (or lack thereof) of preemptive rights and rationale for the increase. |
|
Ø |
Putnam will vote for corporate split agreement and transfer of sales
operations to newly created wholly-owned subsidiaries where the transaction is a purely internal one which does not affect shareholders’
ownership interests in the various operations. All other proposals will be referred back to Putnam for case-by-case review.
These reorganizations usually accompany the switch to a holding company structure, but may be used in other contexts. |
United Kingdom
|
Ø |
Putnam will not apply the U.S. standard 15% discount cap for employee share purchase
schemes at U.K. companies. As such, Putnam will generally vote for ‘Save-As-You-Earn’ schemes in the U.K which
allow for no more than a 20% purchase discount, and which otherwise comply with U.K. law and Putnam standards. |
France
|
Ø |
Putnam will not apply the U.S. standard 15% discount cap for employee share purchase
schemes at French companies. As such, Putnam will generally vote for employee share purchase schemes in France that allow
for no greater than a 30% purchase discount, or 40% purchase discount if the vesting period is equal to or greater than ten years, and
which otherwise comply with French law and Putnam standards. |
|
Ø |
Putnam will generally vote for the Remuneration
Report (established based on SRD II), however Putnam will vote on a case-by-case basis when Putnam is voting against both
the ex-Post Remuneration Report (CEO) and ex-Ante Remuneration Policy (CEO, or proposal including CEO remuneration package) in the current
year, and Putnam’s third party service provider(s) is recommending a vote against. |
Canada
|
Ø |
Putnam will generally vote for Advance Notice provisions for submitting
director nominations not less than 30 days prior to the date of the annual meeting. For Advance Notice provisions where the minimum number
of days to submit a shareholder nominee is less than 30 days prior to the meeting date, Putnam will vote on a case-by-case
basis. Putnam will also vote on a case-by-case basis if the company’s policy expressly prohibits the commencement
of a new notice period in the event the originally scheduled meeting is adjourned or postponed. |
Hong Kong
|
Ø |
Putnam will vote for proposals to approve a general mandate permitting
the company to engage in non-pro rata share issuances of up to 20% of total equity in a year if the company’s board meets Putnam’s
independence standards; if the company’s board does not meet Putnam’s independence standards, then Putnam will vote against
these proposals. |
Additionally, Putnam will vote for proposals to approve
the reissuance of shares acquired by the company under a share repurchase program, provided that: (1) Putnam supported (or would have
supported, in accordance with these guidelines) the share repurchase program, (2) the reissued shares represent no more than 10% of the
company’s outstanding shares (measured immediately before the reissuance), and (3) the reissued shares are sold for no less than
85% of current market value.
This policy supplements policies regarding share issuances as stated above
under section
III. Voting Shares of Non-US Issuers.
Taiwan
|
Ø |
Putnam will vote against proposals to release the board of directors
from the non-compete restrictions specified in Taiwanese Company Law. However, Putnam will vote for such proposals if the
directors are engaged in activities with a wholly- owned subsidiary of the company. |
Australia
|
Ø |
Putnam will vote for proposals to carve out, from the general cap
on non-pro rata share issues of 15% of total equity in a rolling 12-month period, a particular proposed issue of shares or a particular
issue of shares made previously within the 12-month period, if the company’s board meets Putnam’s independence standards;
if the company’s board does not meet Putnam’s independence standards, then Putnam will vote against these
proposals. |
|
Ø |
Putnam will vote for proposals renewing partial takeover provisions. |
|
Ø |
Putnam will vote on a case-by-case basis on Board-Spill proposals. |
Turkey
|
Ø |
Putnam will vote on a case-by-case basis on proposals involving
related party transactions. However, Putnam will vote against when such proposals do not provide information on the specific
transaction(s) to be entered into with the board members or executives. |
|
ITEM 13. |
PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
(a)(1): As of the date of filing this report:
The officers of the investment manager identified below are primarily responsible
for the day-to-day management of the fund’s portfolio as of the filing date of this report. Effective September 30, 2024, James
Conn, Francisco Rivera, Daniel Workman and Benjamin Barber were added as Portfolio Managers of the fund.
| Portfolio
Managers |
Joined
Fund |
Employer |
Positions
Over Past Five Years |
| Benjamin
Barber, CFA |
2024 |
Franklin Advisors
2020 – Present |
Portfolio
Manager |
| James
Conn, CFA |
2024 |
Franklin Advisors
1987 – Present |
Portfolio
Manager |
| Paul
Drury, CFA |
2002 |
Franklin Advisors
2024 – Present
Putnam Investments
1989-2024 |
Portfolio
Manager |
| Garrett
Hamilton, CFA |
2016 |
Franklin Advisors
2024 – Present
Putnam Investments
2016-2024 |
Portfolio
Manager |
| Francisco
Rivera |
2024 |
Franklin Advisors
1994 – Present |
Portfolio
Manager |
| Daniel
Workman, CFA |
2024 |
Franklin Advisors
2003 – Present |
Portfolio
Manager |
Effective May 30, 2025, Paul M Drury retired and stepped down as a
member of the Fund’s portfolio management team.
(a)(2): Other Accounts Managed by the Fund’s Portfolio Managers.
The following table shows the number and approximate assets of other investment
accounts (or portions of investment accounts) that the fund’s Portfolio Managers managed as of the fund’s most recent fiscal
year-end. Unless noted, none of the other accounts pays a fee based on the account’s performance.
|
Portfolio
Leader or
Member |
Other SEC-registered open-end
and closed-end funds |
Other accounts that pool assets
from more than one client |
Other
accounts (including separate accounts, managed account programs and single-sponsor defined contribution plan offerings) |
| |
Number
of accounts |
Assets |
Number
of accounts |
Assets |
Number
of accounts |
Assets |
| Benjamin
Barber |
14 |
$20,560,800,000 |
3 |
$275,200,000 |
4 |
$294,200,000 |
| James
Conn |
14 |
$20,592,900,000 |
3 |
$275,200,000 |
5 |
$687,900,000 |
| Paul
Drury |
17 |
$22,411,500,000 |
0 |
$0 |
0 |
$0 |
| Garrett
Hamilton |
17 |
$21,102,500,000 |
2 |
$238,100,000 |
0 |
$0 |
| Francisco
Rivera |
14 |
$20,560,800,000 |
0 |
$0 |
131 |
$9,527,300,000 |
| Daniel
Workman |
14 |
$20,560,800,000 |
0 |
$0 |
3 |
$6,800,000 |
Potential conflicts of interest in managing multiple accounts. Like
other investment professionals with multiple clients, the fund’s Portfolio Managers may face certain potential conflicts of interest
in connection with managing both the fund and the other accounts listed under “Other Accounts Managed by the Fund’s Portfolio
Managers” at the same time. The paragraphs below describe some of these potential conflicts, which the investment manager believes
are faced by investment professionals at most major financial firms. As described below, the investment manager and the Trustees of the
Putnam funds have adopted compliance policies and procedures that attempt to address certain of these potential conflicts.
The management of accounts with different
advisory fee rates and/or fee structures, including accounts that pay advisory fees based on account performance (“performance fee
accounts”), may raise potential conflicts of interest by creating an incentive to favor higher-fee accounts. These potential conflicts
may include, among others:
• The most attractive investments
could be allocated to higher-fee accounts or performance fee accounts.
• The trading of higher-fee
accounts could be favored as to timing and/or execution price. For example, higher-fee accounts could be permitted to sell securities
earlier than other accounts when a prompt sale is desirable or to buy securities at an earlier and more opportune time.
• The trading of other accounts
could be used to benefit higher-fee accounts (front- running).
• The investment management
team could focus their time and efforts primarily on higher-fee accounts due to a personal stake in compensation.
The investment manager attempts to address
these potential conflicts of interest relating to higher-fee accounts through various compliance policies that are generally intended
to place all accounts, regardless of fee structure, on the same footing for investment management purposes. For example, under the investment
manager’s policies:
• Performance fee accounts
must be included in all standard trading and allocation procedures with all other accounts.
• All accounts must be allocated
to a specific category of account and trade in parallel with allocations of similar accounts based on the procedures generally applicable
to all accounts in those groups (e.g., based on relative risk budgets of accounts).
• All trading must be effected
through Putnam’s trading desks and normal queues and procedures must be followed (i.e., no special treatment is permitted for performance
fee accounts or higher-fee accounts based on account fee structure).
• Front running is strictly
prohibited.
• The fund’s Portfolio
Manager(s) may not be guaranteed or specifically allocated any portion of a performance fee.
As part of these policies, the investment manager has also implemented
trade oversight and review procedures in order to monitor whether particular accounts (including higher-fee accounts or performance fee
accounts) are being favored over time.
Potential conflicts of interest may also arise when the Portfolio Manager(s)
have personal investments in other accounts that may create an incentive to favor those accounts. As a general matter and subject to limited
exceptions, the investment managers investment professionals do not have the opportunity to invest in client accounts, other than the
Putnam funds. However, in the ordinary course of business, the investment manager or related persons may from time to time establish “pilot”
or “incubator” funds for the purpose of testing proposed investment strategies and products prior to offering them to clients.
These pilot accounts may be in the form of registered investment companies, private funds such as partnerships or separate accounts established
by Putnam Management or an affiliate. The investment manager or an affiliate supplies the funding for these accounts. Putnam employees,
including the fund’s Portfolio Manager(s), may also invest in certain pilot accounts. The investment manager, and to the extent
applicable, the Portfolio Manager(s) will benefit from the favorable investment performance of those funds and accounts. Pilot funds and
accounts may, and frequently
do, invest in the same securities as the client accounts. The investment
manager policy is to treat pilot accounts in the same manner as client accounts for purposes of trading allocation – neither favoring
nor disfavoring them except as is legally required. For example, pilot accounts are normally included in the investment managers daily
block trades to the same extent as client accounts (except that pilot accounts do not
participate in initial public offerings).
A potential conflict of interest may arise when the fund and other accounts
purchase or sell the same securities. On occasions when the Portfolio Manager(s) consider the purchase or sale of a security to be in
the best interests of the fund as well as other accounts, the investment managers trading desk may, to the extent permitted by applicable
laws and regulations, aggregate the securities to be sold or purchased in order to obtain the best execution and lower brokerage commissions,
if any. Aggregation of trades may create the potential for unfairness to the fund or another account if one account is favored over another
in allocating the securities purchased or sold – for example, by allocating a disproportionate amount of a security that is likely
to increase in value to a favored account. The investment manager trade allocation policies generally provide that each day’s transactions
in securities that are purchased or sold by multiple accounts are, insofar as possible, averaged as to price and allocated between such
accounts (including the fund) in a manner which in Franklin Advisers opinion is equitable to each account and in accordance with the amount
being purchased or sold by each account. Certain exceptions exist for specialty, regional or sector accounts. Trade allocations are reviewed
on a periodic basis as part of the investment managers trade oversight procedures in an attempt to ensure fairness over time across accounts.
“Cross trades,” in which one Putnam account sells a particular
security to another account (potentially saving transaction costs for both accounts), may also pose a potential conflict of interest.
Cross trades may be seen to involve a potential conflict of interest if, for example, one account is permitted to sell a security to another
account at a higher price than an independent third party would pay, or if such trades
result in more attractive investments being allocated to higher-fee accounts. The investment manager and the fund’s Trustees
have adopted compliance procedures that provide that any transactions between the fund and another Putnam-advised account are to be made
at an independent current market price, as required by law.
Another potential conflict of interest may arise based on the different
investment objectives and strategies of the fund and other accounts. For example, another account may have a shorter-term investment horizon
or different investment objectives, policies or restrictions than the fund. Depending on another account’s objectives or other factors,
the Portfolio Manager(s) may give advice and make decisions that may differ from advice given, or the timing or nature of decisions made,
with respect to the fund. In addition, investment decisions are the product of many factors in addition to basic suitability for the particular
account involved. Thus, a particular security may be bought or sold for certain accounts even though it could have been bought or sold
for other accounts at the same time. More rarely, a particular security may be bought for one or more accounts managed by the Portfolio
Manager(s) when one or more other accounts are selling the security (including short sales). There may be circumstances when purchases
or sales of portfolio securities for one or more accounts may have an adverse effect on other accounts. As noted above, the investment
manager has implemented trade oversight and review procedures to monitor whether any account is systematically favored over time.
The fund’s Portfolio Manager(s) may also face other potential
conflicts of interest in managing the fund, and the description above is not a complete description of every conflict that could be deemed
to exist in managing both the fund and other accounts.
(a)(3): Compensation of portfolio managers
The Investment Manager seeks to maintain a compensation program that
is competitively positioned to attract, retain and motivate top-quality investment professionals. Portfolio managers receive a base salary,
a cash incentive bonus opportunity, an equity compensation opportunity, and a benefits package. Portfolio manager compensation is reviewed
annually, and the level of compensation is based on individual performance, the salary range for a portfolio manager’s level of
responsibility and Franklin Templeton guidelines. Portfolio managers are provided no financial incentive to favor one fund or account
over another. Each portfolio manager’s compensation consists of the following three elements:
Base salary Each portfolio manager is paid a base salary.
Annual bonus Annual bonuses are structured to align the interests
of the portfolio manager with those of the Fund’s shareholders. Each portfolio manager is eligible to receive an annual bonus. Bonuses
generally are split between cash (50% to 65%) and restricted shares of Franklin Resources, Inc (“Resources”) stock and mutual
fund shares. The deferred equity-based compensation is intended to build a vested interest of the portfolio manager in the financial performance
of both Resources and mutual funds advised by the Investment Manager. The bonus plan is intended to provide a competitive level of annual
bonus compensation that is tied to the portfolio manager achieving consistently strong investment performance, which aligns the financial
incentives of the portfolio manager and Fund shareholders. The Chief Investment Officer of the Investment Manager and/or other officers
of the Investment Manager, with responsibility for the Fund, have discretion in the granting of annual bonuses to portfolio managers in
accordance with Franklin Templeton guidelines. The following factors are generally used in determining bonuses under the plan:
|
· |
Investment performance. Primary consideration is given to the historic
investment performance over the 1, 3 and 5 preceding years of all accounts managed by the portfolio manager. The pre-tax performance of
each fund managed is measured relative to a relevant peer group and/or applicable benchmark as appropriate. |
|
· |
Non-investment performance. The more qualitative contributions of the portfolio
manager to the Investment Manager’s business and the investment management team, including professional knowledge, productivity,
responsiveness to client needs and communication, are evaluated in determining the amount of any bonus award. |
|
· |
Responsibilities. The characteristics and complexity of funds managed by
the portfolio manager are factored in the Investment Manager’s appraisal. |
Additional long-term equity-based compensation Portfolio managers
may also be awarded restricted shares or units of Resources stock or restricted shares or units of one or more mutual funds. Awards of
such deferred equity-based compensation typically vest over time, so as to create incentives to retain key talent.
Benefits Portfolio managers also participate in benefit plans
and programs available generally to all employees of the Investment Manager.
(a)(4): Ownership of Fund shares
The following table shows the dollar ranges of shares of the fund owned
by the professionals listed above at the end of the fund’s last two fiscal years, including investments by their immediate family
members and amounts invested through retirement and deferred compensation plans.
*Assets in the fund
| |
Year/Period
end |
$0 |
$0-
$10,000 |
$10,001-
$50,000 |
$50,001-
$100,000 |
$100,001-
$500,000 |
$500,001-
$1,000,000 |
$1,000,001
and over |
| Benjamin
Barber |
2024+ |
* |
|
|
|
|
|
|
| James
Conn |
2024+ |
* |
|
|
|
|
|
|
| Paul
M. Drury |
2024 |
|
|
|
|
|
|
|
| |
2023 |
* |
|
|
|
|
|
|
| Garrett
Hamilton |
2024 |
* |
|
|
|
|
|
|
| |
2023 |
* |
|
|
|
|
|
|
| Francisco
Rivera |
2024+ |
* |
|
|
|
|
|
|
| Daniel
Workman |
2024+ |
* |
|
|
|
|
|
|
+: Became a portfolio manager of the fund effective September 30,
2024.
(b) Not applicable.
| ITEM 14. |
PURCHASES
OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. |
| |
(a) |
(b) |
(c) |
(d) |
| Period |
Total Number of Shares
Purchased |
Average
Price Paid per Share |
Total Number of Shares
Purchased as
Part of Publicly Announced
Plans or Program* |
Maximum
Number (or Approximate
Dollar Value) of
Shares that May
Yet Be
Purchased Under
the Plans or
Programs** |
| Month
#1 (11/1/24 - 11/30/24) |
299,804 |
10.51 |
299,804 |
2,506,859 |
| Month
#2 (12/1/24 - 12/31/24) |
368,716 |
10.38 |
368,716 |
2,138,143 |
| Month
#3 (1/1/25 - 1/31/25) |
367,211 |
10.34 |
367,211 |
1,770,932 |
| Month
#4 (2/1/25 - 2/28/25) |
0 |
0.00 |
0 |
1,770,932 |
| Month
#5 (3/1/25 - 3/31/25) |
176,364 |
10.31 |
176,364 |
1,594,568 |
| Month
#6 (4/1/25 - 4/30/25) |
326,085 |
9.76 |
326,085 |
1,268,483 |
| Total |
1,538,180 |
|
1,538,180 |
|
| * |
In October 2005, the Board of Trustees of the Putnam Funds initiated the closed-end fund share
repurchase program, which, as subsequently amended, authorized the fund to repurchase of up to 10% of its fund’s outstanding common
shares over the two-years ending October 5, 2007. The Trustees have subsequently renewed the program on an annual basis. The program renewed
by the Board in September 2023, which was in effect between October 1, 2023 and September 30, 2024, allowed the fund to repurchase up
to 3,266,513 of its shares. The program renewed by the Board in September 2024, which is in effect between October 1, 2024 and September
30, 2025, allows the fund to repurchase up to 2,976,642 of its shares. |
| ** |
Information prior to October 1, 2024, is based on the total number of shares eligible for
repurchase under the program, as amended through September 2023. Information from October 1, 2024 forward is based on the total number
of shares eligible for repurchase under the program, as amended through September 2024. |
| ITEM 15. |
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
There have been no changes to the procedures
by which shareholders may recommend nominees to the Registrant’s Board of Trustees that would require disclosure herein.
| ITEM 16. |
CONTROLS AND PROCEDURES. |
|
(a) |
The Registrant’s chief executive officer and principal financial officer have concluded that the Registrant’s disclosure controls
and procedures (as defined in Rule 30a- 3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective
as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their
evaluation of the disclosure controls and procedures required by Rule 30a-3(b) under the 1940 Act and 15d-15(b) under the Securities Exchange
Act of 1934. |
|
(b) |
During the period covered by this report, the Registrant transitioned to a new third-party service provider who performs certain accounting
and administrative services for the Registrant that are subject to Franklin Templeton’s oversight. |
| ITEM 17. |
DISCLOSURE
OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANY. |
Not applicable.
| ITEM 18. |
RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION. |
(a)
(1) Code of Ethics attached hereto.
Exhibit 99.CODE ETH
(a)
(3) Certifications pursuant to section 302 of the Sarbanes-Oxley Act of 2002 attached hereto.
Exhibit 99.CERT
(b)
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 attached hereto.
Exhibit 99.906CERT
(c)
Pursuant to the Securities and Exchange Commission’s Order granting relief from Section 19(b) of the Investment Company Act of 1940,
the 19(a) Notices to Beneficial Owners are attached hereto as Exhibit.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this Report to be signed on its behalf by the undersigned,
there unto duly authorized.
Putnam Municipal Opportunities Trust
| By: |
/s/
Jane Trust |
|
|
| |
Jane
Trust |
|
|
| |
Principal
Executive Officer |
|
|
| |
|
|
|
| Date: |
June
26, 2025 |
|
|
Pursuant to the requirements of the Securities Exchange
Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.
| By: |
/s/
Jane Trust |
|
| |
Jane
Trust |
|
| |
Principal
Executive Officer |
|
| |
|
|
| Date: |
June 26, 2025 |
|
| By: |
/s/
Christopher Berarducci |
|
| |
Christopher
Berarducci |
|
| |
Principal
Financial Officer |
|
| |
|
|
| Date: |
June 26, 2025 |
|
