Salomon Brothers Municipal Partners Fund Inc. Settles with Karpus Management; Fund to Conduct Tender Offers and Consider a Merger

Business Wire, Feb 13, 2006

NEW YORK -- Salomon Brothers Municipal Partners Fund Inc. (NYSE: MNP) (the "Fund"), a closed-end investment company, today announced that the Fund has entered into an agreement with George W. Karpus and Karpus Management, Inc. ("KIM") relating to the settlement of KIM's solicitation regarding shareholder approval of a new management agreement (the "Management Agreement") between the Fund and Salomon Brothers Asset Management Inc. and settling litigation in the Supreme Court of the State of New York ("State Litigation") and the United States District Court for the Southern District of New York ("Federal Litigation").

Tender Offers

Subject to the approval of shareholders of the Fund prior to April 29, 2006 of the Management Agreement and the satisfaction of certain other conditions set forth in the settlement agreement, the Fund has agreed to commence a tender offer prior to June 30, 2006 for up to 10% of the then outstanding common shares of the Fund at a price equal to at least 98% of the Fund's net asset value per share on the date the tender offer expires. In addition, if the Fund's common shares have traded on the New York Stock Exchange at an average discount from net asset value of 5% or more as of the last trading day in each week during the last 12-weeks of the previous calendar quarter, the Fund will commence a tender for up to 5% of the then outstanding common shares of the Fund by the end of the fourth calendar quarter of 2006 and in the second and fourth calendar quarters of 2007 and the second calendar quarter of 2008. Although the Board of Directors of the Fund has committed to commence these tenders under the circumstances described, the Fund will not make such tenders if certain market conditions exist that would make it detrimental to the Fund and its shareholders to commence the tenders.

The tender offers would provide the Fund's shareholders with an alternative source of liquidity at a price close to net asset value. The Fund believes that conducting the tender offers at a price equal to at least 98% of net asset value would accommodate the interests of shareholders who seek an opportunity to dispose of their shares as well as shareholders who desire to remain shareholders of the Fund.

Merger

Under the terms of the settlement and subject to certain conditions, including the approval of the Management Agreement by April 29, 2005, the Board of Directors of the Fund, subject to compliance with applicable laws, rules and regulations, has preliminarily determined to recommend a merger (the "Merger") between the Fund and Salomon Brothers Municipal Partners Fund II Inc. ("MPT") to shareholders of the Fund at a meeting of shareholders to be held in or before April 2007. The Merger would be on such terms and conditions as the Board of Directors of the Fund deems appropriate, including no material change in circumstances that causes the Board of Directors of the Fund to believe that the Merger is no longer in the best interest of shareholders. The Merger, if approved by the Board of Directors and the shareholders of the Fund and by the Board of Directors and shareholders of MPT, would be completed on, or as soon as practicable after, July 7, 2007.

Litigation

In connection with the settlement, George W. Karpus has agreed to settle the State Litigation, subject to notice to Fund shareholders as required by the court and final court approval of the settlement. KIM has agreed to settle the Federal Litigation. As part of the settlement of the Federal Litigation, the parties will ask the court to instruct the inspector of election to count the shares KIM collected as proxy for the special meeting of shareholders to approve the Management Agreement held on December 19, 2005. If the court does not so instruct the inspector of election or it is determined that the Management Agreement was not approved by the shareholders, KIM has agreed to support the Board of Director's recommendation that shareholders vote to approve the Management Agreement at another special meeting of shareholders.

Other Agreements

The summary of the settlement reached by George W. Karpus, KIM and the Fund included in this press release is qualified in its entirety by reference to the full text of the settlement agreement reached by George W. Karpus, KIM and the Fund, which will be filed by the Fund with the U.S. Securities and Exchange Commission ("SEC") and will be available for free on the SEC's website, http://www.sec.gov. George W. Karpus, KIM and the Fund have agreed not to make any additional public statements relating to the settlements.

In connection with the proposal to approve the Management Agreement for the Fund and in connection with the Merger, the Fund may file definitive proxy statements with the SEC. INVESTORS AND SHAREHOLDERS ARE ADVISED TO READ THE PROXY STATEMENTS WHEN AND IF THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders may obtain a free copy of the proxy statements (when and if available) and other documents filed by the Fund at the SEC's web site at http://www.sec.gov.