SCHEDULE 14A
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [x]
Check the appropriate box:
[] Preliminary Proxy Statement
[] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[] Definitive Proxy Statement
[x] Definitive Additional Materials
[] Soliciting Material Pursuant to ss.240.14a-12 REAL ESTATE INCOME FUND INC.
Salomon Brothers Municipal Partners Fund Inc. (MNP)
Salomon Brothers Municipal Partners Fund II Inc. (MPT)
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Karpus Management, Inc. d/b/a/ Karpus Investment Management
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set ( forth the amount on which
the filing fee is calculated and state how it was determined):
--------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------
(5) Total fee paid:
--------------------------------------------------------------------
[] Fee paid previously with preliminary materials.
[] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
--------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
--------------------------------------------------------------------
(3) Filing Party:
--------------------------------------------------------------------
(4) Date Filed:
--------------------------------------------------------------------
KARPUS INVESTMENT MANAGEMENT
183 SULLY'S TRAIL
PITTSFORD, NEW YORK 14534
(585) 586-4680
for
Salomon Brothers Municipal Partners Fund Inc. (MNP)
Salomon Brothers Municipal Partners Fund II Inc. (MPT)
October 28, 2005
Dear Fellow Shareholders:
Don't let the Boards' recent scare tactics about the Fund being in limbo without
a manager force you into making an uninformed decision. The truth is that if you
do not vote with us, your investment could potentially lose value. When a fund
is trading at a discount to its net asset value, this means that should you have
to sell your shares for any reason, you are not receiving the underlying value
of your investment.
Should our campaign prove successful and the Boards of Directors recognize and
act upon our concerns to eliminate the discount, we believe it could create a
gain in the market price of our shares of approximately 6.5% for us, the
shareholders of these Funds. This gain would be equal to more than one year's
income that you presently receive from the Funds.
We believe that the Boards of Directors should have better managed the discount
at which the Funds have historically traded. For your reference, we have
enclosed an excerpt from the Funds' original prospectuses showing that this was
a concern of the Funds that was addressed with the original offering of shares
in the Funds. Once the offering was complete, it appears that the Boards did
little or nothing about managing the discount.
Shareholders now have an opportunity that may not present itself again. To our
knowledge, the Boards of Directors have done nothing to address the pervasive
discount to net asset value of the Funds. In fact, since 1998 MNP has had an
average discount of 11.49% and MPT has had an average discount of 11.1%. At
their widest points, MNP traded at a 17.69% discount on March 31, 2000 and MPT
traded at a 15.92% discount on April 28, 2000. What did the Boards think of this
outrageous discount? Did they just assume that it would go away? If we are not
successful and these Funds trade in the future at their widest discount, we
could lose approximately 10% of the current market value should the discount
severely widen again.
Don't let scare tactics work. The Boards of Directors has a fiduciary
responsibility to ensure that proper management of our Funds continues over the
short term, even if we do not approve the transfer of the management to Legg
Mason. WE WILL NOT BE LEFT WITHOUT AN INVESTMENT MANAGER. There are many other
competent management groups beside Legg Mason who could manage our Funds and may
even consider merging our Funds into one of their open-end mutual funds where
the shares would immediately trade at net asset value.
We need to send a powerful message to the Boards of Directors that eliminating
the discount to net asset value and increasing the shareholders' economic
well-being is not a "side-show" issue. We believe that it is the economic
entitlement of each shareholder of the Funds to receive the real value of their
investment, not a depressed market value.
It is our belief that the Boards of Directors are not looking out for the
shareholders in their attempt to achieve the "corporate agenda" of transferring
the Funds' management from Citigroup to Legg Mason.
We have lost faith that these Boards of Directors will do the right thing for
the economic well-being of the shareholders. We believe a responsible Board of
Directors should do the following:
1. Take immediate action to eliminate the trading discount to net asset
value. This would create about a 6.5% gain for all shareholders.
2. Hire and maintain top quartile investment management. Typically this could
add approximately 1% per year of value.
3. Better manage shareholder expenses. This has a potential savings of
approximately 0.5% per year.
It is this simple: do you want to potentially increase the value of your
investment by about 6.5% or do you want to run the risk of potentially losing
10%?
Send management a strong message that we will not be sold off like cattle. We
demand to have our investment recognized by the market at its full value! In
order force the Boards to acknowledge the fact that we will not go quietly, VOTE
BY SIGNING AND DATING THE GREEN PROXY CARD. ONLY YOUR LAST VOTED AND DATED PROXY
COUNTS. YOU CAN CHANGE YOUR VOTE FROM MANAGEMENT'S WHITE CARD BY VOTING THE
GREEN CARD. If you previously voted the GREEN card as your last vote, we thank
you for your continued support.
Send a message to the Boards of Directors that GREEN equals CASH!
Sincerely,
Karpus Investment Management
2
EXHIBIT A
Share Repurchases, Tender Offers and Conversion Provision Contained in the
Prospectus of Salomon Brothers Municipal Partners Fund Inc. (MNP)
"Share Repurchases,
Tender Offers and
Conversion to an
Open-End Fund........ In recognition of the possibility that the Common Stock
might trade at a discount, the Fund's Board of Directors
has determined that from time to time it may be in the
interest of holders of Common Stock for the Fund to take
action to attempt to reduce or eliminate a market
discount from net asset value. The Board of Directors
has authorized the officers of the Fund in their
discretion, subject to compliance with the Investment
Company Act of 1940, as amended (the "1940 Act"), and
other applicable law, to purchase in the open market up
to 5% of the outstanding Common Stock in the event that
the Common Stock trades at a discount to net asset
value. There is no assurance that any such open market
purchases will be made and such authorization may be
terminated at any time. The Board of Directors, in
consultation with the Investment Manager and the
Investment Adviser, will review on an annual basis the
possibility of further open market repurchases and/or
tender offers for the Common Stock. The ability of the
Fund to enter into tender offers and repurchases may be
limited by the 1940 Act asset coverage requirements and
any additional asset coverage requirements which may be
imposed by a rating agency in connection with any rating
of the preferred stock. If the Fund must liquidate
portfolio securities in order to obtain funds to tender
for or repurchase Common Stock, the Fund may realize
losses to the extent such securities are sold in adverse
market conditions. There are no assurances that the
Board of Directors will, in fact, decide to authorize
additional open market purchases or tender offers or, if
undertaken, that such actions will result in the Common
Stock trading at a price which is equal to or
approximates its net asset value. The Fund may borrow to
finance repurchases and tender offers. Interest on any
borrowings to finance repurchases or tender offers will
reduce the Fund's net income. In addition, if, at any
time after the second year following this offering, the
Common Stock publicly trades for a substantial period of
time at a substantial discount from net asset value, the
Board of Directors will consider, at its next regularly
scheduled meeting, taking various actions designed to
eliminate the discount, which may include recommending
to shareholders the conversion of the Fund to an
open-end investment company. Conversion to an open-end
investment company would require shareholder votes and
would require the Fund to redeem any preferred stock
which would eliminate the possible advantages, as well
as the special risks, associated with the use of
leverage. See "Description of Capital Stock - Future
Actions Relating to a Discount in the Price of the
Fund's Common Stock" and "Description of Capital Stock -
Special Voting Provisions.""
3
EXHIBIT B
Share Repurchases, Tender Offers and Conversion Provision Contained in the
Prospectus of Salomon Brothers Municipal Partners Fund II Inc. (MPT)
"Share Repurchases,
Tender Offers and
Conversion to an
Open-End Fund ........ In recognition of the possibility that the Common Stock
might trade at a discount, the Fund's Board of Directors
has determined that from time to time it may be in the
interest of holders of Common Stock for the Fund to take
action to attempt to reduce or eliminate a market
discount from net asset value. The Board of Directors
has authorized the officers of the Fund in their
discretion, subject to compliance with the Investment
Company Act of 1940, as amended (the "1940 Act"), and
other applicable law, to purchase in the open market up
to 5% of the outstanding Common Stock in the event that
the Common Stock trades at a discount to net asset
value. There is no assurance that any such open market
purchases will be made and such authorization may be
terminated at any time. The Board of Directors, in
consultation with the Investment Manager and the
Investment Adviser, will review on an annual basis the
possibility of further open market repurchases and/or
tender offers for the Common Stock. The ability of the
Fund to enter into tender offers and repurchases may be
limited by the 1940 Act asset coverage requirements and
any additional asset coverage requirements which may be
imposed by a rating agency in connection with any rating
of the preferred stock. If the Fund must liquidate
portfolio securities in order to obtain funds to tender
for or repurchase Common Stock, the Fund may realize
losses to the extent such securities are sold in adverse
market conditions. There are no assurances that the
Board of Directors will, in fact, decide to authorize
additional open market purchases or tender offers or, if
undertaken, that such actions will result in the Common
Stock trading at a price which is equal to or
approximates its net asset value. The Fund may borrow to
finance repurchases and tender offers. Interest on any
borrowings to finance repurchases or tender offers will
reduce the Fund's net income. In addition, if, at any
time after the second year following this offering, the
Common Stock publicly trades for a substantial period of
time at a substantial discount from net asset value, the
Board of Directors will consider, at its next regularly
scheduled meeting, taking various actions designed to
eliminate the discount, which may include recommending
to shareholders the conversion of the Fund to an
open-end investment company. Conversion to an open-end
investment company would require shareholder votes and
would require the Fund to redeem any preferred stock
which would eliminate the possible advantages, as well
as the special risks, associated with the use of
leverage. See "Description of Capital Stock - Future
Actions Relating to a Discount in the Price of the
Fund's Common Stock" and "Description of Capital Stock -
Special Voting Provisions.""
4