<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
MUNICIPAL PARTNERS FUND INC.
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
[NAME OF FILER IF APPLICABLE]
------------------------------------------------------------------------
(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:
<PAGE>
MUNICIPAL PARTNERS FUND INC.
7 WORLD TRADE CENTER NEW YORK, NEW YORK 10048
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
March 10, 1998
To the Stockholders:
The Annual Meeting of Stockholders (the 'Meeting') of Municipal Partners
Fund Inc. (the 'Fund') will be held at 7 World Trade Center, New York, New York,
in the Downtown Conference Center, on Tuesday, April 7, 1998, at 3:30 p.m., New
York time, for the purposes of considering and voting upon the following:
1. The election of directors (Proposal 1);
2. The ratification of the selection of Price Waterhouse LLP as the
independent accountants of the Fund for the fiscal year ending December 31,
1998 (Proposal 2); and
3. Any other business that may properly come before the Meeting.
The close of business on February 19, 1998 has been fixed as the record
date for the determination of stockholders entitled to notice of and to vote at
the Meeting.
By Order of the Board of Directors,
Noel B. Daugherty
Secretary
TO AVOID UNNECESSARY EXPENSE OF FURTHER SOLICITATION, WE URGE
YOU TO INDICATE VOTING INSTRUCTIONS ON THE ENCLOSED PROXY, DATE AND SIGN
IT AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED, NO MATTER HOW LARGE OR
HOW SMALL YOUR HOLDINGS MAY BE.
<PAGE>
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of assistance to
you and avoid the time and expense to the Fund involved in validating your vote
if you fail to sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.
2. Joint Accounts: Either party may sign, but the name of the party signing
should conform exactly to a name shown in the registration.
3. All Other Accounts: The capacity of the individual signing the proxy
card should be indicated unless it is reflected in the form of
registration. For example:
REGISTRATION VALID SIGNATURE
------------ ---------------
CORPORATE ACCOUNTS
------------------
(1) ABC Corp. .......................... ABC Corp.
(2) ABC Corp. .......................... John Doe, Treasurer
(3) ABC Corp. .......................... John Doe
c/o John Doe, Treasurer
(4) ABC Corp. Profit Sharing Plan ...... John Doe, Trustee
TRUST ACCOUNTS
--------------
(1) ABC Trust .......................... Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee ............... Jane B. Doe
u/t/d 12/28/78
CUSTODIAL OR ESTATE ACCOUNTS
----------------------------
(1) John B. Smith, Cust. ............... John B. Smith
f/b/o John B. Smith, Jr.
UGMA
(2) John B. Smith ...................... John B. Smith, Jr., Executor
<PAGE>
MUNICIPAL PARTNERS FUND INC.
7 WORLD TRADE CENTER NEW YORK, NEW YORK 10048
------------------------
PROXY STATEMENT
This proxy statement is furnished in connection with a solicitation by the
Board of Directors of Municipal Partners Fund Inc. (the 'Fund') of proxies to be
used at the Annual Meeting of Stockholders of the Fund to be held at 7 World
Trade Center, New York, New York in the Downtown Conference Center, on Tuesday,
April 7, 1998 at 3:30 p.m., New York time, (and at any adjournment or
adjournments thereof) for the purposes set forth in the accompanying Notice of
Annual Meeting of Stockholders. This proxy statement and the accompanying form
of proxy are first being mailed to stockholders on or about March 10, 1998.
Stockholders who execute proxies retain the right to revoke them in person at
the Meeting or by written notice received by the Secretary of the Fund at any
time before they are voted. Unrevoked proxies will be voted in accordance with
the specifications thereon and, unless specified to the contrary, will be voted
FOR the election of directors and FOR proposal 2. The close of business on
February 19, 1998 has been fixed as the record date for the determination of
stockholders entitled to notice of and to vote at the Meeting. Each stockholder
is entitled to one vote for each full share and an appropriate fraction of a
vote for each fractional share held. On February 19, 1998, there were 5,757,094
shares of the Fund's Common Stock outstanding and 800 shares of the Fund's
Preferred Stock outstanding.
In accordance with the Fund's By-Laws, a quorum is constituted by the
presence in person or by proxy of the holders of record of a majority of the
outstanding shares of the Fund's Capital Stock entitled to vote at the Meeting.
In the event that a quorum is not present at the Meeting, or in the event that a
quorum is present but sufficient votes to approve any of the proposals are not
received, the persons named as proxies may propose one or more adjournments of
the Meeting to a date not more than 120 days after the original record date to
permit further solicitation of proxies. Any such adjournment will require the
affirmative vote of a majority of those shares represented at the Meeting in
person or by proxy. The persons named as proxies will vote those proxies which
they are entitled to vote FOR or AGAINST any such proposal in their discretion.
A stockholder vote may be taken on one or more of the proposals in this proxy
statement prior to any such adjournment if sufficient votes have been received
for approval.
Value Advisors LLC ('Value Advisors'), whose principal business address is
800 Newport Center Drive, Suite 100, Newport Beach, California 92660, is the
Fund's investment manager. Value Advisors is a wholly-owned subsidiary of PIMCO
Advisors L.P., ('PIMCO Advisors').
Salomon Brothers Asset Management Inc ('SBAM'), whose principal business
address is 7 World Trade Center, New York, New York 10048, is the Fund's
investment adviser and administrator. SBAM is an indirect wholly-owned
subsidiary of The Travelers Group, Inc. ('Travelers').
SUMMARY OF PROPOSALS
PROPOSAL CLASS OF SHAREHOLDERS SOLICITED
-------- -------------------------------
1. Election of Directors
Heath B. McLendon Holders of Preferred Stock
Dr. Riordan Roett Holders of Preferred Stock
2. Ratification of Selection of Holders of Preferred Stock and Common Stock
Independent Accountants
<PAGE>
PROPOSAL 1: ELECTION OF DIRECTORS
In accordance with the Fund's Charter, the Fund's Board of Directors is
divided into three classes: Class I, Class II and Class III. At the Meeting,
stockholders will be asked to elect one Class III Director and one Class II
Director, to hold office until the years 1999 and 2001 Annual Meeting of
Stockholders, respectively, or thereafter when their respective successors are
elected and qualified. The terms of office of the remaining Class I and Class II
Directors expire at the Annual Meeting of Stockholders in the years 1999 and
2000, respectively, or thereafter in each case when their respective successors
are elected and qualified. The effect of these staggered terms is to limit the
ability of other entities or persons to acquire control of the Fund by delaying
the replacement of a majority of the Board of Directors.
The persons named in the proxy intend to vote at the Meeting (unless
directed not to vote) FOR the election of the nominees named below. The nominees
for election are currently members of the Fund's Board of Directors and Mr.
McLendon has not been previously elected as a director by the Fund's
stockholders. The nominees have indicated that they will serve if elected, but
if they should be unable to serve, the proxy will be voted for any other person
determined by the persons named in the proxy in accordance with their judgment.
Michael S. Hyland, a Director of the Fund during the fiscal year ended December
31, 1997, resigned as a Director on March 5, 1998. The Fund represents that Mr.
Hyland did not resign as a result of any disagreement with management.
The following table provides information concerning the nominee for
election as a director:
<TABLE>
<CAPTION>
COMMON STOCK PREFERRED STOCK
BENEFICIALLY OWNED, BENEFICIALLY OWNED,
DIRECTLY OR DIRECTLY OR
INDIRECTLY, ON INDIRECTLY, ON
DECEMBER 31, 1997 DECEMBER 31, 1997
NOMINEES AND PRINCIPAL OCCUPATIONS DIRECTOR ------------------- -------------------
DURING THE PAST FIVE YEARS SINCE AGE SHARES(A) SHARES
- ------------------------------------------ -------- ---- ------------------- -------------------
<S> <C> <C> <C> <C>
NOMINEE TO SERVE UNTIL THE YEAR 2001 ANNUAL MEETING OF STOCKHOLDERS
CLASS III DIRECTOR
Dr. Riordan Roett, Member of Audit 1997 58 -0- -0-
Committee; Professor and Director,
Latin American Studies Program, Paul
H. Nitze School of Advanced
International Studies, The Johns
Hopkins University.
NOMINEE TO SERVE UNTIL THE YEAR 1999 ANNUAL MEETING OF STOCKHOLDERS
CLASS II DIRECTOR
Heath B. McLendon*, Co-Chairman; Managing 1998 64 -0- -0-
Director, Smith Barney Inc.,
President and Director, Mutual
Management Corp. and Travelers
Investment Adviser, Inc.; Chairman of
Smith Barney Strategy Advisers Inc.
Prior to July 1993, Senior Executive
Vice President of Shearson Lehman
Brothers Inc., Vice Chairman of
Shearson Asset Management, Director
of PanAgora Asset Management, Inc.
and PanAgora Asset Management
Limited.
</TABLE>
(footnotes on following page)
2
<PAGE>
The following table provides information concerning the remaining directors
of the Fund:
<TABLE>
<CAPTION>
COMMON STOCK PREFERRED STOCK
BENEFICIALLY OWNED, BENEFICIALLY OWNED,
DIRECTLY OR DIRECTLY OR
INDIRECTLY, ON INDIRECTLY, ON
DECEMBER 31, 1997 DECEMBER 31, 1997
DIRECTORS AND PRINCIPAL OCCUPATIONS DIRECTOR ------------------- -------------------
DURING THE PAST FIVE YEARS SINCE AGE SHARES(A) SHARES
- ------------------------------------------ -------- ---- ------------------- -------------------
<S> <C> <C> <C> <C>
DIRECTORS SERVING UNTIL THE YEAR 1999 ANNUAL MEETING OF STOCKHOLDERS
CLASS II DIRECTORS
Charles F. Barber, Member of Audit 1993 81 1,000 -0-
Committee; Consultant; formerly
Chairman of the Board, ASARCO
Incorporated.
DIRECTORS SERVING UNTIL THE YEAR 2000 ANNUAL MEETING OF STOCKHOLDERS
CLASS I DIRECTOR
William D. Cvengros*, Co-Chairman; Chief 1997 49 -0- -0-
Executive Officer, President Member
of the Board of Value Advisors and
Chief Executive Officer and President
of PIMCO Advisors.
Robert L. Rosen, Member of Audit 1993 50 -0- -0-
Committee; Managing General Partner,
RLR Partners L.L.C. (general partner
of private investment firm); formerly
Chairman, Damon Corporation
(1989-1993).
</TABLE>
- ------------------
* 'Interested person' as defined in the Investment Company Act of 1940, as
amended (the '1940 Act').
(A) The holdings of no director represented more than 1% of the outstanding
shares of the Fund's Common and Preferred Stock as of December 31, 1997. Each
director has sole voting and investment power with respect to the listed shares.
In addition to serving as Directors of the Fund, the nominees and each of
the directors also serve as directors of certain other U.S.-registered
investment companies, as described below. Mr. McLendon also serves as a director
for five other investment companies co-advised by Value Advisors and SBAM;
eleven investment companies solely advised by SBAM, forty-two investment
companies managed by Travelers Investment Management Company and seven
investment companies managed by Travelers Asset Management International
Corporation. Mr. Barber also serves as a director for five other investment
companies co-advised by Value Advisors and SBAM, two investment companies solely
advised by CIBC Oppenheimer Corp. ('CIBC') and nine investment companies solely
advised by SBAM. Mr. Cvengros also serves as a director for five other
investment companies co-advised by Value Advisors and SBAM and one investment
company advised by PIMCO Advisor. Dr. Roett also serves as a director for five
investment companies co-advised by Value Advisors and SBAM and three other
investment companies solely advised by SBAM. Mr. Rosen also serves as a director
for one other investment company co-advised by Value Advisors and SBAM and one
other investment company solely advised by Value Advisors.
At December 31, 1997, directors and officers of the Fund as a group owned
beneficially less than 1% of the outstanding shares of the Fund's Capital Stock.
To the knowledge of management, no person owned of record, or owned
beneficially, more than 5% of the Fund's shares of Capital Stock outstanding at
that date, except that Cede & Co., a nominee for participants in Depository
Trust Company, held of record 4,921,072 shares, equal to approximately 85% of
the outstanding shares of the Fund's Capital Stock.
The Fund's executive officers are chosen each year at the first meeting of
the Fund's Board of Directors following the Annual Meeting of Stockholders, to
hold office until the meeting of the Board following the next
3
<PAGE>
Annual Meeting of Stockholders and until their successors are chosen and
qualified. In addition to Messrs. Cvengros and McLendon, the present executive
officers of the Fund are:
<TABLE>
<CAPTION>
OFFICER
NAME OFFICE SINCE AGE
---- ------ ------- ---
<S> <C> <C> <C>
Stephen J. Treadway President 1997 50
Newton B. Schott, Jr. Executive Vice President 1997 55
Marybeth Whyte Executive Vice President 1994 40
Alan M. Mandel Treasurer 1995 40
Noel B. Daugherty Secretary 1997 32
</TABLE>
Mr. Treadway has also served as an Executive Vice President of PIMCO
Advisors and as Director, Chairman and President of PIMCO Funds Distributors LLC
('PFD') since May 1996. Prior to May 1996, Mr. Treadway was employed by Smith
Barney Inc. for more than 18 years, serving in various senior officer positions.
Mr. Schott has also served as Senior Vice President of Value Advisors since
January 1, 1997. Prior to January 1, 1997, he served as the Executive Vice
President, Chief Administrative Officer, Secretary, Director and General Counsel
to PFD. From November 1994 to December 1996, he served as Director, Senior Vice
President and Secretary of PFD. Also during this time, Mr. Schott served as
Senior Vice President-Legal and Secretary to PIMCO Advisors, PFD's parent
company. In addition, since November 1994, Mr. Schott has also served as
Secretary and General Counsel for Columbus Circle Investors. Ms. Whyte has also
been a Director of SBAM and Salomon Brothers Inc ('SBI') since January 1995.
From July 1994 to December 1994, she was Vice President of SBAM and SBI. Prior
to July 1994, Ms. Whyte was a Senior Vice President and head of the Municipal
Bond area at Fiduciary Trust Company International. Mr. Mandel has also been a
Director of SBAM and SBI since January 1998, and a Vice President of SBAM and
SBI from January 1995 to January 1998. From October 1991 through December 1994,
he was Vice President and Chief Financial Officer of Hyperion Capital Management
Inc. Mr. Daugherty has also been an employee of SBAM since November 1996. From
August 1993 to October 1996, he was an employee of Chancellor LGT Asset
Management and an employee of The Dreyfus Corporation prior to August 1993.
The Fund's Audit Committee is composed of Messrs. Barber, Rosen and Dr.
Roett. The principal functions of the Audit Committee are: (i) to recommend to
the Board the appointment of the Fund's independent accountants; (ii) to review
with the independent accountants the scope and anticipated cost of their audit;
and (iii) to receive and consider a report from the independent accountants
concerning their conduct of the audit, including any comments or recommendations
they might want to make in that connection. This Committee met once during the
fiscal year ended December 31, 1997. The Fund has no nominating or compensation
committees.
During the fiscal year ended December 31, 1997, the Fund's Board of
Directors met fourteen times. Each director attended at least 75% of the
aggregate number of meetings of the Board and the Committee for which he was
eligible, with the exception of Mr. Rosen who attended approximately 57% of the
meetings.
Under the federal securities laws, the Fund is required to provide to
stockholders in connection with the Meeting information regarding compensation
paid to directors by the Fund, as well as by the various other investment
companies advised by Value Advisors and/or SBAM. The following table provides
information concerning the compensation paid to directors during the fiscal year
ended December 31, 1997. Each of the directors listed below are members of the
Audit Committee of the Fund and audit and other committees of certain other
investment companies advised by Value Advisors and/or SBAM, and accordingly, the
amounts provided in the table include compensation for service on such
committees. The Fund does not provide any pension or retirement benefits to
directors. In addition, no remuneration was paid during the fiscal year ended
4
<PAGE>
December 31, 1997 by the Fund to Mr. Cvengros who, as an employee of PIMCO
Advisors is an 'interested person,' as defined in the 1940 Act.
<TABLE>
<CAPTION>
TOTAL COMPENSATION
FROM OTHER FUNDS TOTAL COMPENSATION
AGGREGATE CO-ADVISED BY FROM OTHER FUNDS TOTAL COMPENSATION
COMPENSATION VALUE ADVISORS ADVISED BY FROM OTHER FUNDS
NAME OF NOMINEE FROM FUND AND SBAM VALUE ADVISORS ADVISED BY SBAM TOTAL COMPENSATION
- -------------------- ------------ ------------------ -------------------- ------------------ ------------------
DIRECTORSHIPS(A) DIRECTORSHIPS(A) DIRECTORSHIPS(A) DIRECTORSHIPS(A)
<S> <C> <C> <C> <C> <C>
Charles F. Barber.... $9,200 $ 44,500(5) $ 15,300(2) $ 63,050(9) $141,250(17)
Robert L. Rosen...... $7,800 $ 7,100(1) $ 7,800(1) $ 0 $ 22,700(3)
Dr. Riorden Roett.... $3,200 $ 38,600(5) $ 0 $ 26,300(3) $ 68,100(9)
Allan C. Hamilton*... $6,000 $ 6,000(1) $ 0 $ 15,200(3) $ 27,200(5)
</TABLE>
- ------------------
(A) The numbers in parentheses indicate the applicable number of investment
company directorships held by that director.
* Mr. Hamilton resigned as a Director of the Fund on July 23, 1997.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 and Section 30(f) of
the 1940 Act in combination require the Fund's directors and officers, persons
who own more than ten percent of the Fund's Capital Stock, Value Advisors and
SBAM and their respective directors and officers to file reports of ownership
and changes in ownership with the Securities and Exchange Commission and the New
York Stock Exchange, Inc. The Fund believes that all relevant persons have
complied with applicable filing requirements during the most recently completed
fiscal year, except that Riordan Roett, Jennifer G. Muzzey, Alan M. Mandel,
Rodney B. Berens and Vilas V. Gadkari have inadvertently failed to timely file
their Initial Reports on Form 3.
REQUIRED VOTE
The election of the nominees as directors requires a plurality of the votes
cast by the holders of shares of Preferred Stock voting as a single class,
present in person or represented by proxy at a meeting at which a quorum is
present. For purposes of the election of directors, abstentions and broker
non-votes will not be considered votes cast, and do not affect the plurality
vote required for directors.
THE DIRECTORS, INCLUDING THE DIRECTORS WHO ARE NOT 'INTERESTED PERSONS,'
UNANIMOUSLY RECOMMEND THAT THE STOCKHOLDERS VOTE 'FOR' EACH OF THE NOMINEES FOR
DIRECTOR.
PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Directors of the Fund has selected Price Waterhouse LLP as the
Fund's independent accountants for the fiscal year ending December 31, 1998. The
appointment of independent accountants is approved annually by the Board of
Directors and is subsequently submitted to the stockholders for ratification.
The Fund has been advised by Price Waterhouse LLP that at December 31, 1997,
neither that firm nor any of its partners had any direct or material indirect
financial interest in the Fund. A representative of Price Waterhouse LLP will be
available at the Meeting to answer questions concerning the audit of the Fund's
financial statements and will have an opportunity to make a statement if he
chooses to do so.
5
<PAGE>
REQUIRED VOTE
Ratification of the selection of Price Waterhouse LLP as the Fund's
independent accountants requires the affirmative vote of the holders of a
majority of the votes cast by holders of shares of the Fund's Common Stock and
Preferred Stock, voting together as a single class, present in person or
represented by proxy at a meeting at which a quorum is present. For purposes of
this proposal, abstentions and broker non-votes will not be considered to be
votes cast for the foregoing purpose.
THE DIRECTORS, INCLUDING THE DIRECTORS WHO ARE NOT 'INTERESTED PERSONS,'
UNANIMOUSLY RECOMMEND THAT THE STOCKHOLDERS VOTE 'FOR' RATIFICATION OF THE
SELECTION OF INDEPENDENT ACCOUNTANTS.
PROPOSALS TO BE SUBMITTED BY STOCKHOLDERS
All proposals by stockholders of the Fund which are intended to be
presented at the Fund's next Annual Meeting of Stockholders to be held in 1999
must be received by the Fund for inclusion in the Fund's proxy statement
relating to that meeting no later than November 11, 1998.
OTHER INFORMATION
The Fund's Annual Report containing financial statements for the fiscal
year ended December 31, 1997 is available, free of charge, by writing to the
Fund c/o Salomon Brothers Asset Management Inc at the address listed on the
front cover, or by calling toll-free 1-888-777-0102.
EXPENSES OF PROXY SOLICITATION
The costs of preparing, assembling and mailing material in connection with
this solicitation of proxies will be borne by the Fund. Proxies may also be
solicited personally by officers of the Fund and by regular employees of Value
Advisors and SBAM or their affiliates, or other representatives of the Fund or
by telephone or telegraph, in addition to the use of mails. Brokerage houses,
banks and other fiduciaries may be requested to forward proxy solicitation
material to their principals to obtain authorization for the execution of
proxies, and will be reimbursed by the Fund for such out-of-pocket expenses.
OTHER BUSINESS
The Board of Directors of the Fund does not know of any other matter which
may come before the Meeting. If any other matter properly comes before the
Meeting, it is the intention of the persons named in the proxy to vote the
proxies in accordance with their judgment on that matter.
March 10, 1998
6
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS - APRIL 7, 1998
The undersigned hereby appoints Heath B. McLendon, Alan M. Mandel, Noel B.
Daugherty, Robert A. Vegliante and Jennifer G. Muzzey, and each of them, the
proxies for the undersigned, with full power of substitution and revocation to
each of them, to represent and to vote all shares of Common Stock of Municipal
Partners Fund Inc. (the "Fund"), which the undersigned is entitled to receive,
and to vote proxies at the Annual Meeting of Stockholders of the Fund to be held
at 7 World Trade Center, New York, New York, on April 7, 1998, and at any
adjournments thereof.
This proxy, if properly executed, will be voted in the manner directed by the
stockholder. If no direction is made, this proxy will be voted FOR item 2 listed
on the reverse side.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE.
Please sign exactly as your name(s) appear(s) on the books of the Fund. Joint
owners should each sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- --------------------------------- ------------------------------------
- --------------------------------- ------------------------------------
- --------------------------------- ------------------------------------
<PAGE>
- --------------------------------
MUNICIPAL PARTNERS FUND INC.
- --------------------------------
COMMON STOCK
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE "FOR" ITEM 2.
2. The ratification of the selection of Price Waterhouse LLP as the Fund's
independent accountants for the fiscal year ending December 31, 1998.
For / / Against / / Abstain / /
The proxies are authorized to vote in their discretion on any other
business as may properly come before the meeting or any adjournments thereof.
Mark box at right if you plan to attend the meeting. / /
Mark box at right if an address change or comment has been noted on
the reverse side of this card. / /
RECORD DATE SHARES:
Please be sure to sign and date this Proxy. Date
- --------------------------------------------------------------------
- --------------------------------------------------------------------
Stockholder sign here Co-owner sign here
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS - APRIL 7, 1998
The undersigned hereby appoints Heath B. McLendon, Alan M. Mandel, Noel B.
Daugherty, Robert A. Vegliante and Jennifer G. Muzzey, and each of them, the
proxies for the undersigned, with full power of substitution and revocation to
each of them, to represent and to vote all shares of Preferred Stock of
Municipal Partners Fund Inc. (the "Fund"), which the undersigned is entitled to
receive, and to vote proxies at the Annual Meeting of Stockholders of the Fund
to be held at 7 World Trade Center, New York, New York, on April 7, 1998, and at
any adjournments thereof.
This proxy, if properly executed, will be voted in the manner directed by the
stockholder. If no direction is made, this proxy will be voted FOR items 1 and 2
listed on the reverse side.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOPE
Please sign exactly as your name(s) appear(s) on the books of the Fund. Joint
owners should each sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ------------------------------------- -------------------------------------
- ------------------------------------- -------------------------------------
- ------------------------------------- -------------------------------------
<PAGE>
MUNICIPAL PARTNERS FUND INC.
PREFERRED STOCK
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE "FOR" ITEMS 1 AND 2.
1. The election of two directors to the Board of Directors, to hold office until
their successors are duly elected and qualified. Directors to serve until
1999 and 2001 Annual Meetings:
Heath B. McLendon
Dr. Riordan Roett
With- For All
For hold Except
[ ] [ ] [ ]
NOTE: If you do not with your shares voted "For" a particular nominee, mark the
"For all Except" box and strike a line through the name of the nominee in the
list above.
2. The ratification of the selection of Price Warehouse LLP as the Fund's
independent accountants for the fiscal year ending December 31, 1998.
For Against Abstain
[ ] [ ] [ ]
The proxies are authorized to vote in their discretion on any other business as
may properly come before the meeting or any adjournment thereof.
Mark box at right if you plan to attend the meeting. [ ]
Mark box at right if an address change or comment
has been noted on the reverse side of this card. [ ]
RECORD DATE SHARES:
Please be sure to sign and date this Proxy. Date
- -------------------------------------------
Stockholder sign here
- -------------------------------------------
Co-owner sign here
