<PAGE>
<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 Section 240.14a-11(c) or Section 240.14a-12
MUNICIPAL PARTNERS FUND II INC.
................................................................................
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
................................................................................
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[x] $125 per Exchange Act Rules 0-ll(c)(l)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item
22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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>
<PAGE>
MUNICIPAL PARTNERS FUND II INC.
7 WORLD TRADE CENTER, NEW YORK, NEW YORK 10048
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
August 30, 1996
To the Stockholders:
The Annual Meeting of Stockholders of Municipal Partners Fund II Inc. (the
'Fund') will be held at 7 World Trade Center, New York, New York on the 38th
floor, on Thursday, October 24, 1996, at 10:00 a.m., New York time, for the
purposes of considering and voting upon:
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 June 30,
1997 (Proposal 2).
3. Any other business that may properly come before the meeting.
The close of business on August 23, 1996 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,
Tana E. Tselepis
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>
<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:
<TABLE>
<CAPTION>
REGISTRATION VALID SIGNATURE
- - --------------------------------------------------------- -------------------------------
<S> <C>
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
</TABLE>
<PAGE>
<PAGE>
MUNICIPAL PARTNERS FUND II 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 II 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 on the 38th floor, on Thursday, October 24,
1996 at 10:00 a.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 August 30, 1996. Stockholders who
execute proxies retain the right to revoke them in person at the Annual 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 August
23, 1996 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 the record date, there were 6,007,094 shares of Common
Stock outstanding and 900 shares of Preferred Stock outstanding.
In the event that a quorum is not present at the Annual 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. Under the By-Laws of the Fund, 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 Capital Stock of the Fund entitled to
vote at the Meeting.
Advantage Advisers, Inc. ('Advantage'), whose principal business address is
Oppenheimer Tower, World Financial Center, 200 Liberty Street, New York, New
York 10281, is the Fund's investment manager.
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.
SUMMARY OF PROPOSALS
<TABLE>
<CAPTION>
PROPOSAL CLASS OF SHAREHOLDERS SOLICITED
- - --------------------------------------------------------------- ----------------------------------------------
<S> <C>
1. Election of Directors
a. Election of Charles F. Barber Holders of Common Stock and Preferred Stock
b. Election of Michael S. Hyland Holders of Preferred Stock
2. Ratification of Selection of Independent Accountants Holders of Common Stock and Preferred Stock
</TABLE>
<PAGE>
<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 two Class II Directors to hold office until
the 1999 Annual Meeting of Stockholders or thereafter when their respective
successors are elected and qualified. The terms of office of the Class III and
Class I Directors expire at the Annual Meeting of Stockholders in 1997 and 1998,
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. Mr. Hyland has been
designated as a Preferred Stock director and, accordingly, will be voted on by
the holders of the Fund's Preferred Stock and Mr. Barber will be voted on by
holders of the Fund's Common Stock and Preferred Stock voting together as a
single class.
The persons named in the accompanying form of proxy intend to vote at the
Annual Meeting (unless directed not to vote) FOR the election of the nominees
named below. Each of the nominees is currently a member of the Board of
Directors of the Fund. Each of the nominees has indicated that he will serve if
elected, but if any nominee 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.
The following table provides information concerning each nominee for
election as a director:
<TABLE>
<CAPTION>
COMMON STOCK PREFERRED STOCK
BENEFICIALLY OWNED, BENEFICIALLY OWNED,
DIRECTLY OR DIRECTLY OR
INDIRECTLY, ON INDIRECTLY, ON
JUNE 30, 1996 JUNE 30, 1996
NOMINEE AND PRINCIPAL OCCUPATION DIRECTOR ------------------- -------------------
DURING THE PAST FIVE YEARS SINCE AGE SHARES (A) SHARES
- - -------------------------------------------------------------- -------- --- ------------------- -------------------
<S> <C> <C> <C> <C>
NOMINEES TO SERVE UNTIL 1999 ANNUAL MEETING OF
STOCKHOLDERS
Charles F. Barber, Member of Audit Committee; Consultant; 1993 79 1,000 -0-
formerly Chairman of the Board, ASARCO Incorporated.
Michael S. Hyland*, President; President and Managing 1993 50 1,000 -0-
Director, SBAM, and Managing Director, Salomon Brothers
Inc ('SBI').
</TABLE>
2
<PAGE>
<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
JUNE 30, 1996 JUNE 30, 1996
NAME AND PRINCIPAL OCCUPATION DIRECTOR ------------------- -------------------
DURING THE PAST FIVE YEARS SINCE AGE SHARES (A) SHARES
- - -------------------------------------------------------------- -------- --- ------------------- -------------------
<S> <C> <C> <C> <C>
DIRECTOR SERVING UNTIL 1997 ANNUAL MEETING OF
STOCKHOLDERS
Mark C. Biderman*, Chairman; Managing Director, Oppenheimer & 1994 50 -0- -0-
Co., Inc.; Executive Vice President, Advantage Advisors,
Inc.
Robert L. Rosen, Member of Audit Committee; Managing General 1993 49 -0- -0-
Partner, RLR Partners L.P. (1989-present); (formerly
Chairman, Damon Corporation; Chairman, Damon Group Inc.
(1989-1995) and American Magnetics Corporation,
(1987-1991)).
DIRECTOR SERVING UNTIL 1998 ANNUAL MEETING OF
STOCKHOLDERS
Allan C. Hamilton, Member of Audit Committee; formerly Vice 1993 75 2,108 -0-
President and Treasurer, Exxon Corporation.
</TABLE>
- - ------------------
* 'Interested person' as defined in the Investment Company Act of 1940, as
amended (the '1940 Act'), because of a relationship with Advantage or SBAM.
(A) The holdings of no nominee represented more than 1% of the outstanding
shares of Common Stock of the Fund. Each nominee has sole voting and investment
power with respect to the listed shares.
Each of the nominees serves as a director of certain other U.S. registered
investment companies, as described below. Mr. Hyland serves as a director for
five other investment companies co-advised by Advantage and SBAM and eight
investment companies advised by SBAM. Mr. Barber serves as a director for five
other investment companies co-advised by Advantage and SBAM, two investment
companies advised by Advantage, eight investment companies advised by SBAM, six
investment companies advised by investment advisory affiliates of Smith Barney
Inc. and as a trustee of Lehman Brothers Institutional Funds Group Trust. Mr.
Hamilton also serves as a director for one other investment company co-advised
by Advantage and SBAM and three investment companies advised by SBAM. Messrs.
Rosen and Biderman each serve as a director for one other investment company
co-advised by Advantage and SBAM and for one investment company advised by
Advantage.
At June 30, 1996, directors and officers of the Fund, as a group, owned
beneficially less than 1% of the outstanding shares of Common Stock of the Fund.
No person owned of record, or to the knowledge of management, owned beneficially
more than 5% of the Fund's outstanding shares of Common Stock or
3
<PAGE>
<PAGE>
Preferred Stock at that date, except that Cede & Co., a nominee for participants
in Depository Trust Company, held of record 5,220,175 shares of Common Stock
equal to approximately 86.90% of the outstanding shares of Common Stock of the
Fund.
The executive officers of the Fund are chosen each year at the first
meeting of the Board of Directors of the Fund following the Annual Meeting of
Stockholders, to hold office until the meeting of the Board following the next
Annual Meeting of Stockholders and until their successors are chosen and
qualified. In addition to Messrs. Biderman and Hyland, the present executive
officers of the Fund are:
<TABLE>
<CAPTION>
OFFICER
NAME OFFICE AGE SINCE
- - --------------------------------- ----------------------------------- --- -------
<S> <C> <C> <C>
Marybeth Whyte Executive Vice President 39 1994
Lawrence H. Kaplan Executive Vice President and 39 1995
General Counsel
Alan M. Mandel Treasurer 38 1995
Tana E. Tselepis Secretary 60 1993
</TABLE>
Ms. Whyte has been a Director of SBAM and SBI since January 1995. Prior to
January 1995, she was a 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. Kaplan has been Vice President and
Chief Counsel of SBAM and Vice President of SBI since May 1995. Prior to May
1995, he was Senior Vice President, Director, Assistant Secretary and General
Counsel of Kidder Peabody Asset Management, Inc. and Senior Vice President of
Kidder, Peabody & Co. Incorporated. Mr. Mandel has been a Vice President of SBAM
and SBI since January 1, 1995. From October 1991 to December 1994, he was Chief
Financial Officer of Hyperion Capital Management Inc., and prior to October
1991, he was a Vice President of Mitchell Hutchins Asset Management Inc. Ms.
Tselepis has been a Vice President of SBAM and SBI since 1991 and Senior
Administrator of SBAM since October 1989.
The Fund's Audit Committee is composed of Messrs. Barber, Rosen and
Hamilton. The principal functions of the Audit Committee are to recommend to the
Board the appointment of the Fund's independent accountants, to review with the
independent accountants the scope and anticipated cost of their audit and 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
June 30, 1996. The Fund has no nominating or compensation committees.
During the fiscal year ended June 30, 1996, the Board of Directors met four
times. Each director, except Mr. Rosen, attended at least 75% of the aggregate
number of meetings of the Board and the committee for which he was eligible.
Under federal securities law, the Fund is required to provide to
stockholders in connection with the Annual Meeting information regarding
compensation paid to directors by the Fund, as well as by the various other
investment companies advised by Advantage and/or SBAM. The following table
provides information concerning the compensation paid to the directors during
the fiscal year ended June 30, 1996. 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 Advantage and/or SBAM, and,
accordingly, the amounts provided in the table below include compensation for
service on such committees. Please note that the Fund does not provide any
pension or retirement benefits to directors. In addition, no remuneration was
paid during
4
<PAGE>
<PAGE>
the fiscal year ended June 30, 1996 by the Fund to Messrs. Biderman and Hyland
who, as employees of Advantage and SBAM, respectively, are interested persons as
defined under the 1940 Act.
<TABLE>
<CAPTION>
TOTAL COMPENSATION
AGGREGATE FROM OTHER FUNDS TOTAL COMPENSATION TOTAL COMPENSATION
COMPENSATION CO-ADVISED BY FROM OTHER FUNDS FROM OTHER FUNDS
NAME OF NOMINEE FROM FUND ADVANTAGE AND SBAM ADVISED BY ADVANTAGE ADVISED BY SBAM TOTAL COMPENSATION
- - ---------------------------- ------------ ------------------ -------------------- ------------------ -----------------
DIRECTORSHIPS (A) DIRECTORSHIPS (A) DIRECTORSHIPS (A) DIRECTORSHIPS (A)
<S> <C> <C> <C> <C> <C>
Charles F. Barber........... $9,750 $ 46,400(5) $ 16,832(2) $ 66,318(8) $139,300(16)
Alan C. Hamilton............ $9,750 $ 9,750(1) $ -0- $ 27,400(3) $ 46,900(5)
Robert L. Rosen............. $7,650 $ 7,650(1) $ 8,500(1) $ -0- $ 23,800(3)
</TABLE>
- - ------------------
(A) The numbers in parentheses indicate the applicable number of investment
company directorships held by that director.
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 Common Stock, Advantage 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 fiscal year ended June 30, 1996.
REQUIRED VOTE
The election of Mr. Hyland requires a plurality of the votes cast by the
holders of shares of Preferred Stock of the Fund present in person or
represented by proxy at the meeting with a quorum present. The election of Mr.
Barber requires a plurality of the votes cast by the holders of shares of
Preferred Stock and Common Stock, voting together as a single class, present in
person or represented by proxy at the meeting with a quorum present. The
presence in person or by proxy of stockholders of the Fund entitled to cast at
least a majority of the votes entitled to be cast shall constitute a quorum. 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.
PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Directors of the Fund has selected Price Waterhouse LLP as
independent accountants of the Fund for the fiscal year ending June 30, 1997.
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 June 30, 1996 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 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.
THE DIRECTORS, INCLUDING THE 'NON-INTERESTED' DIRECTORS, UNANIMOUSLY RECOM-
MEND THAT THE STOCKHOLDERS VOTE 'FOR' RATIFICATION OF THE SELECTION OF
INDEPENDENT
ACCOUNTANTS.
5
<PAGE>
<PAGE>
REQUIRED VOTE
Ratification of the selection of Price Waterhouse LLP as independent
accountants of the Fund requires the affirmative vote of the holders of a
majority of the votes cast by holders of shares of Common Stock and Preferred
Stock of the Fund, voting together as a single class, present in person or
represented by proxy at the Meeting with a quorum present. For purposes of this
proposal, abstentions and broker non-votes will not be considered to be votes
cast for the foregoing purpose.
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.
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 1997
must be received by the Fund for inclusion in the Fund's proxy statement and
proxy relating to that meeting no later than May 2, 1997.
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
Advantage 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 they will be reimbursed by the Fund for out-of-pocket expenses
incurred in this connection.
August 30, 1996
6
<PAGE>
<PAGE>
APPENDIX 1 -- PROXY
MUNICIPAL PARTNERS FUND II INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS -- OCTOBER 24, 1996
The undersigned hereby appoints Lawrence H. Kaplan, Alan M. Mandel and Jennifer
G. Muzzey and each of them, the proxies for the undersigned, with the power of
substitution to each of them, to vote all shares of Preferred Stock of Municipal
Partners Fund II Inc. which the undersigned is entitled to vote at the Annual
Meeting of Stockholders of Municipal Partners Fund II Inc. to be held at 7 World
Trade Center on the 38th floor, New York, New York 10048, on October 24, 1996 at
10:00 a.m., New York time, and at any adjournments thereof.
Unless otherwise specified in the squares provided, the undersigned's vote will
be cast For each numbered item listed on the opposite side.
PLEASE VOTE, DATE, AND SIGN ON THE OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED
ENVELOPE.
Please sign this proxy exactly as your name appears 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>
<PAGE>
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
FOR ALL
FOR WITHHELD EXCEPT
1. The election of Directors. [ ] [ ] [ ]
CLASS II: CHARLES F. BARBER AND MICHAEL S. HYLAND
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE(S), MARK THE "FOR ALL EXCEPT"
BOX AND STRIKE A LINE THROUGH THE NOMINEE'S NAME.
FOR AGAINST ABSTAIN
2. RATIFICATION OF THE SELECTION OF PRICE WATERHOUSE [ ] [ ] [ ]
LLP AS THE INDEPENDENT ACCOUNTANTS OF THE FUND
FOR THE YEAR ENDING JUNE 30, 1997.
3. THE PROXIES ARE AUTHORIZED TO VOTE THEIR DISCRETION ON ANY OTHER BUSINESS
WHICH MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF.
4. I WILL BE ATTENDING THE MEETING. [ ]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ELECTION OF
DIRECTORS AND FOR ITEM 2.
REGISTRATION
PLEASE BE SURE TO SIGN AND DATE THIS PROXY. DATE
SHAREHOLDER SIGN HERE CO-OWNER SIGN HERE
PREFERRED STOCK
MARK BOX AT RIGHT IF COMMENTS OR ADDRESS CHANGE HAVE BEEN
NOTED ON THE REVERSE SIDE OF THIS CARD. [ ]
RECORD DATE SHARES:
<PAGE>
<PAGE>
APPENDIX 2 -- PROXY
MUNICIPAL PARTNERS FUND II INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS -- OCTOBER 24, 1996
The undersigned hereby appoints Lawrence H. Kaplan, Alan M. Mandel and Jennifer
G. Muzzey and each of them, the proxies for the undersigned, with the power of
substitution to each of them, to vote all shares of Common Stock of Municipal
Partners Fund II Inc. which the undersigned is entitled to vote at the Annual
Meeting of Stockholders of Municipal Partners Fund II Inc. to be held at 7 World
Trade Center on the 38th floor, New York, New York 10048, on October 24, 1996 at
10:00 a.m., New York time, and at any adjournments thereof.
Unless otherwise specified in the squares provided, the undersigned's vote will
be cast For each numbered item listed on the opposite side.
PLEASE VOTE, DATE, AND SIGN ON THE OTHER SIDE AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE.
Please sign this proxy exactly as your name appears 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>
<PAGE>
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
FOR WITHHELD
1. The election of a Director. [ ] [ ]
CLASS II: CHARLES F. BARBER
FOR AGAINST ABSTAIN
2. RATIFICATION OF THE SELECTION OF PRICE WATERHOUSE [ ] [ ] [ ]
LLP AS THE INDEPENDENT ACCOUNTANTS OF THE FUND
FOR THE YEAR ENDING JUNE 30, 1997.
3. THE PROXIES ARE AUTHORIZED TO VOTE THEIR DISCRETION ON ANY OTHER BUSINESS
WHICH MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF.
4. I WILL BE ATTENDING THE MEETING. [ ]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ELECTION OF
DIRECTORS AND FOR ITEM 2.
REGISTRATION
PLEASE BE SURE TO SIGN AND DATE THIS PROXY. DATE
SHAREHOLDER SIGN HERE CO-OWNER SIGN HERE
MARK BOX AT RIGHT IF COMMENTS OR ADDRESS CHANGE HAVE BEEN
NOTED ON THE REVERSE SIDE OF THIS CARD. [ ]
RECORD DATE SHARES:
