KARPUS
INVESTMENT MANAGEMENT
183
SULLY’S TRAIL
PITTSFORD,
NEW YORK 14534
(585)
586-4680
for
Salomon
Brothers Municipal Partners Fund Inc.
Dear
Fellow Shareholder:
Once
again Citigroup and Salomon Brothers Asset Management have failed to gather
the
necessary shareholder approval to complete the transfer of our Fund to
Legg
Mason.
Why
does
this keep happening? Can’t the Board of Directors realize that they do not have
sufficient shareholder support? If the Board cannot respect the viewpoints
of
shareholders now, who will look out for the Fund holders after the
transfer?
Karpus
Investment Management believes that the Board of Directors should enhance
the
economic well-being of all shareholders before we agree to a transfer.
The
original prospectus talks about this enhancement in terms of open-ending
the
Fund. Management
does not want to discuss this because it will mean a loss in
revenue. The
Board does not want to discuss this because it will decrease their
income.
We have
invested a lot of time and money trying to benefit all shareholders and
we will
not go away quietly!
We
will
constantly be at the heels of the Board until they honor the terms of the
original prospectus of the Fund and take whatever steps necessary to actively
manage the Fund’s discount, including open-ending the Fund. We will nominate
independent Directors to the Board for election by the shareholders. We
will
work tirelessly for the economic enhancement of all shareholders. The Board
of
Directors must recognize and act upon its duty to maximize shareholder
value.
Karpus Investment Management believes that promises made in a prospectus
must be
upheld and a Board that does not keep these promises is a Board that does
not
deserve the shareholders’ trust and does not deserve your support.
As
of
November 29, 2005, the Net Asset Value of one share of our Fund was $14.81
(based on the value of the portfolio’s assets minus liabilities and divided by
the number of shares outstanding). However, the closing trade price, the
amount
you would approximately receive if you chose to sell your shares, was only
$13.88. If
we are successful, we would receive the actual value of our shares, the
shares’
Net Asset Value. This $0.93 per share discrepancy
represents a 6.7%
gain and equates to more than one year’s income
that you presently receive from the Fund. Force the Fund to discharge their
fiduciary duties by returning the Fund’s trapped value to its shareholders. If
we are not successful your shares may DECREASE
in value by 4% or more!
WE
NEED YOUR SUPPORT! IF
YOU HAVE NOT TAKEN THE TIME TO VOTE THE GREEN CARD, PLEASE VOTE
TODAY!
THE GREEN CARD TELLS MANAGEMENT THAT WE WANT OUR INVESTMENT
RECOGNIZED!
TIME
IS IMPORTANT.
DO NOT
COUNT ON THE MAIL TO DELIVER YOUR VOTE IN A TIMELY MANNER. IF YOU HAVE
YET TO
VOTE THE GREEN CARD TO ENSURE THAT YOUR VOTE IS COUNTED VOTE VIA THE INTERNET
AT
WWW.PROXYVOTE.COM
OR YOU
CAN VOTE ON THE AUTOMATED PROXY TELEPHONE LINE AT 1-800-454-8683.
KARPUS
AND ANY “PARTICIPANTS” (AS SUCH TERM IS DEFINED IN THE RULES AND REGULATIONS
PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934) IN THE STOCKHOLDER
PROXY
SOLICITATION BY KARPUS MAY AT ITS DISCRETION NOT SUBMIT SOLICITED VOTES
HERETOFORE OBTAINED OR HEREAFTER RECEIVED IN CONNECTION WITH THE SPECIAL
MEETING, IF WE DEEM IT TO BE TO THE BENEFIT OF SHAREHOLDERS TO DO SO.
The
intent of our reserving the right not to submit the proxies is to enable
us to
prevent establishment of a quorum. If a quorum is established, KIM will
vote all
proxies in accordance with the shareholder’s instruction.