<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 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/ 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 II INC.
7 WORLD TRADE CENTER NEW YORK, NEW YORK 10048
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
September 3, 1998
To the Stockholders:
The Annual Meeting of Stockholders (the 'Meeting') of Municipal Partners
Fund II Inc. (the 'Fund') will be held at 7 World Trade Center, New York, New
York, in the Downtown Conference Center, on Wednesday, October 28, 1998, at 9:00
a.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 PricewaterhouseCoopers LLP as
the independent accountants of the Fund for the fiscal year ending June 30,
1999 (Proposal 2); and
3. Any other business that may properly come before the Meeting.
The close of business on August 20, 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:
<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>
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 in the Downtown Conference Center, on
Wednesday, October 28, 1998 at 9:00 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 September 3,
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
August 20, 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 August 20, 1998, there were 6,007,094
shares of the Fund's Common Stock outstanding and 900 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, 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. SBAM is an indirect wholly-owned subsidiary of Travelers
Group Inc.
SUMMARY OF PROPOSALS
<TABLE>
<CAPTION>
PROPOSAL CLASS OF SHAREHOLDERS SOLICITED
- ------------------------------- -------------------------------------------
<S> <C>
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
</TABLE>
<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 II Director and one Class I
Director, to hold office until the years 1999 and 2001 Annual Meeting of
Stockholders, respectively, or thereafter when their respective successors are
duly elected and qualified. The terms of office of the remaining Class II
Director and the Class III 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 duly 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. Each of the
nominees for election currently is a member of the Fund's Board of Directors and
has previously been elected as a director by the Fund's stockholders, except
Heath B. McLendon. 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. Allan C. Hamilton and Michael S. Hyland, Directors of the Fund during
the fiscal year ended June 30, 1998, resigned as Directors on July 23, 1997 and
March 5, 1998, respectively. The Fund represents that neither Mr. Hamilton nor
Mr. Hyland resigned as a result of any disagreement with management in
connection with the management of the Fund's affairs.
The following table provides information concerning the nominees for
election as directors:
<TABLE>
<CAPTION>
COMMON STOCK PREFERRED STOCK
BENEFICIALLY OWNED, BENEFICIALLY OWNED,
DIRECTLY OR DIRECTLY OR
INDIRECTLY, ON INDIRECTLY, ON
JUNE 30, 1998 JUNE 30, 1998
NOMINEES AND PRINCIPAL OCCUPATIONS DIRECTOR ------------------- -------------------
DURING THE PAST FIVE YEARS SINCE AGE SHARES(A) SHARES(A)
- ------------------------------------------ -------- ---- ------------------- -------------------
<S> <C> <C> <C> <C>
NOMINEE TO SERVE UNTIL THE YEAR 2001
ANNUAL MEETING OF STOCKHOLDERS
CLASS I DIRECTOR
Dr. Riordan Roett, Member of Audit 1997 59 0 0
Committee; Professor and Director,
Latin American Studies Program, Paul
H. Nitze School of Advanced
International Studies, The Johns
Hopkins University.
</TABLE>
(footnotes on following page)
2
<PAGE>
<TABLE>
<CAPTION>
COMMON STOCK PREFERRED STOCK
BENEFICIALLY OWNED, BENEFICIALLY OWNED,
DIRECTLY OR DIRECTLY OR
INDIRECTLY, ON INDIRECTLY, ON
JUNE 30, 1998 JUNE 30, 1998
NOMINEES AND PRINCIPAL OCCUPATIONS DIRECTOR ------------------- -------------------
DURING THE PAST FIVE YEARS SINCE AGE SHARES(A) SHARES(A)
- ------------------------------------------ -------- ---- ------------------- -------------------
<S> <C> <C> <C> <C>
NOMINEE TO SERVE UNTIL 1999 ANNUAL MEETING
OF STOCKHOLDERS
CLASS II DIRECTOR
Heath B. McLendon*, Co-Chairman; Managing 1998 65 103 0
Director, Salomon 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.
</TABLE>
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, 1998 JUNE 30, 1998
DIRECTORS AND PRINCIPAL OCCUPATIONS DIRECTOR ------------------- -------------------
DURING THE PAST FIVE YEARS SINCE AGE SHARES(A) SHARES(A)
- ------------------------------------------ -------- ---- ------------------- -------------------
<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 III DIRECTORS
William D. Cvengros*, Co-Chairman; Chief 1997 49 0 0
Executive Officer, President and
Member of the Board of Value Advisors
and Chief Executive Officer and
President of PIMCO Advisors.
Robert L. Rosen, Member of Audit 1993 51 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 June 30, 1998. 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
3
<PAGE>
for five other investment companies co-advised by Value Advisors and SBAM, ten
other investment companies solely advised by SBAM, forty-two investment
companies managed and/or administered by Mutual Management Corp., six investment
companies advised 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
advised by Advantage Advisers, Inc. and ten 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. Dr. Roett also serves as a
director for five investment companies co-advised by Value Advisors and SBAM and
four 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 advised by both Value Advisors and Op Cap
Advisors.
At June 30, 1998, 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 5,407,734 shares, equal to approximately 90% 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 Annual Meeting of
Stockholders and until their successors are duly elected and qualified. In
addition to Messrs. Cvengros and McLendon, the present executive officers of the
Fund are:
<TABLE>
<CAPTION>
OFFICER
NAME OFFICE AGE SINCE
- ------------------ ------------------------ --- -------
<S> <C> <C> <C>
Stephen J. President 50 1997
Treadway
Marybeth Whyte Executive Vice President 42 1994
Newton B. Schott, Executive Vice President 55 1997
Jr.
Lewis E. Daidone Executive Vice President 40 1998
and Treasurer
Noel B. Daugherty Secretary 33 1997
</TABLE>
Mr. Treadway has also served as an Executive Vice President of PIMCO
Advisors and as Chairman and President of PIMCO Funds Distributors LLC ('PFD')
and its predecessor since May 1996 and as an Executive Vice President of Value
Advisors since November 1997. 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 November, 1997. He also currently serves as the Executive Vice President,
Chief Administrative Officer, Secretary, and General Counsel to PFD and has held
such positions or other senior officer positions in PFD since May, 1990. From
November 1994 to December 1996, 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 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. Daidone also serves as a Managing Director of Smith
Barney and Director and Senior Vice President of Mutual Management Corp. and
Travelers Investment Adviser, Inc. Mr. Daugherty has also been an employee of
SBAM since November 1996. From August 1993 to
4
<PAGE>
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 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 June 30, 1998. The Fund has no nominating or compensation
committees.
During the fiscal year ended June 30, 1998, the Fund's Board of Directors
met nine times. Each director attended at least 75% of the aggregate number of
meetings of the Board and the committee for which he was eligible, except Mr.
Rosen.
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 during the fiscal year ended June
30, 1998. Each of the directors listed below is a member 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 June 30, 1998 by the Fund to
Messrs. Cvengros and McLendon, who are 'interested persons,' 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... $ 11,150 $ 46,650(5) $ 0 $ 89,715(16)** $147,515(22)**
Robert L. Rosen..... $ 8,350 $ 8,350(1) $ 7,550(1) $ 0 $ 24,250(3)
Dr. Riorden Roett... $ 9,050 $ 45,250(5) $ 0 $ 29,198(4) $ 83,498(10)
Allan C.
Hamilton*........... $ 2,100 $ 1,400(1) $ 0 $ 2,800(3) $ 6,300(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.
** Includes $18,767.25 in deferred compensation from six investment companies
advised by an affiliate of SBAM.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 and Section 30(h) 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 fiscal year ended June
30, 1998.
5
<PAGE>
REQUIRED VOTE
The nominees for Director are elected by 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 'NON-INTERESTED' DIRECTORS 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 PricewaterhouseCoopers LLP
as the Fund's independent accountants for the fiscal year ending June 30, 1999.
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 PricewaterhouseCoopers LLP that at June 30, 1998,
neither that firm nor any of its partners had any direct or material indirect
financial interest in the Fund. A representative of PricewaterhouseCoopers 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.
REQUIRED VOTE
Ratification of the selection of PricewaterhouseCoopers 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 'NON-INTERESTED' DIRECTORS 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 April 30, 1999. Pursuant to the Fund's
By-Laws, all other proposals to be presented at the Fund's 1999 Annual Meeting
of Stockholders must be delivered in writing to the Secretary of the Fund during
the thirty-day period from July 26, 1999 to August 25, 1999.
OTHER INFORMATION
The Fund's Annual Report containing financial statements for the fiscal
year ended June 30, 1998 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.
6
<PAGE>
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 SBAM,
Value Advisers 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 out-of-pocket expenses incurred in this
connection.
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.
September 3, 1998
7
<PAGE>
COMMON STOCK MUNICIPAL PARTNERS FUND II INC. COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS -- October 28, 1998
The undersigned hereby appoints Heath B. McLendon, Lewis E. Daidone, Noel B.
Daugherty and Robert A. Vegliante, 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 II
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 October 28, 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>
<TABLE>
<S> <C>
[x] PLEASE MARK VOTES
AS IN THIS EXAMPLE
For Against Abstain
--------------------------------- 2. The ratification of the selection of [ ] [ ] [ ]
MUNICIPAL PARTNERS FUND II INC. PricewaterhouseCoopers LLP as the Fund's
--------------------------------- independent accountants for the fiscal
year ending June 30, 1999.
COMMON STOCK
The proxies are authorized to vote in their discretion on any
THE BOARD OF DIRECTORS RECOMMENDS other business as may properly come before the meeting or any
A VOTE "FOR" ITEM 2 adjournments thereof.
Mark box at right if you plan to attend the meeting. [ ]
----------------
Please be sure to sign and date this Proxy. | Date | Mark box at right if an address change or comment has [ ]
- --------------------------------------------------------------- been noted on the reverse side of this card.
| |
| | RECORD DATE SHARES:
- ------ Stockholder sign here -------- Co-owner sign here ------
</TABLE>
<PAGE>
PREFERRED STOCK MUNICIPAL PARTNERS FUND II INC. PREFERRED STOCK
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS -- October 28, 1998
The undersigned hereby appoints Heath B. McLendon, Lewis E. Daidone, Noel B.
Daugherty and Robert A. Vegliante, 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 II
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 October 28, 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>
<TABLE>
<S> <C>
[x] PLEASE MARK VOTES
AS IN THIS EXAMPLE
--------------------------------- 1. The election of two directors to the
MUNICIPAL PARTNERS FUND II INC. Board of Directors, to hold office
--------------------------------- until their successors are duly elected
and qualified, to serve until 1999 and
PREFERRED STOCK 2001 Annual Meetings, respectively With- For All
For hold Except
Heath B. McLendon [ ] [ ] [ ]
THE BOARD OF DIRECTORS RECOMMENDS Dr. Riordan Ruett
A VOTE "FOR" ITEMS 1 AND 2
NOTE: If you do not wish 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.
For Against Abstain
2. The ratification of the selection of [ ] [ ] [ ]
PricewaterhouseCoopers LLP as the
Fund's independent accountants for the
fiscal year ending June 30, 1999.
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. [ ]
----------------
Please be sure to sign and date this Proxy. | Date | Mark box at right if an address change or comment has [ ]
- --------------------------------------------------------------- been noted on the reverse side of this card.
| |
| | RECORD DATE SHARES:
- ------ Stockholder sign here -------- Co-owner sign here ------
</TABLE>
