SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 21)
Under the Securities and Exchange Act of 1934
Salomon Brothers Municipal Partners Fund II, Inc.
(MPT)
(Name of Issuer)
Common Stock
(Title of Class of Securities)
794918102
(CUSIP Number)
George W. Karpus, President
Karpus Management, Inc. d/b/a
Karpus Investment Management
183 Sullys Trail
Pittsford, New York 14534
(585) 586-4680
(Name, Address, and Telephone Number of Person Authorized to Receive Notices
and Communications)
August 8, 2005
(Date of Event which Requires Filing of this Statement)
If the person has previously filed a statement on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1 (b) (3) or (4), check the following box. [ ]
(Page 1 of 4 pages)
There are no exhibits.
ITEM 1 Security and Issuer
Common Stock
Salomon Brothers Municipal Partners Fund II, Inc.
Salomon Brothers Asset Management .
125 Broad Street
10th Floor, MF-2
New York, New York 10004
ITEM 2 Identity and Background
a) Karpus Management, Inc. d/b/a Karpus Investment Management
(?KIM?)
George W. Karpus, President, Director and Controlling Stockholder
JoAnn VanDegriff, Vice President and Director
Sophie Karpus, Director
b) 183 Sullys Trail
Pittsford, New York 14534
c) Principal business and occupation - Investment Management for
individuals, pension and profit sharing plans, corporations,
endowments, trust and others, specializing in conservative asset
management (i.e. fixed income investments).
d) None of George W. Karpus, JoAnn Van Degriff, or Sophie Karpus
(?the Principals?) or KIM has been convicted in the past five years of
any criminal proceeding (excluding traffic violations).
e) During the last five years none of the principals or KIM has been a party
to a civil proceeding as a result of which any of them is subject to a
judgment, decree or final order enjoining future violations of or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
f) Each of the Principals is a United States citizen.
KIM is a New York corporation.
ITEM 3 Source and Amount of Funds or Other Considerations
KIM, an independent investment advisor, has accumulated shares of MPT
on behalf of accounts that are managed by KIM (?the Accounts?) under
limited powers of attorney. All funds that have been utilized in making
such purchases are from such Accounts.
ITEM 4 Purpose of Transaction
KIM has purchased Shares for investment purposes. Being primarily a
fixed income manager, with a specialty focus in the closed end fund
sector, the profile of MPT fit the investment guidelines for various
Accounts. Shares have been acquired since December 24, 1997.
ITEM 5 Interest in Securities of the Issuer
a) As of the date of this Report, KIM owns 386,525 shares, which
represents 6.43 % of the outstanding Shares. George Karpus presently
owns 17,900 shares purchased on August 15 & 16, 2001 at $12.60 (7,500
shares), August 21 & September 19 at $12.71 (2,500 shares), April 14,
2003 at $13.06 (600 shares), and May 6, 7 & 9 at $13.40 (9400 shares).He
sold on June 28, 2005 at $ 13.50 (200 shares), June 29 at $13.59 and $
13.60 (1000 shares), and June 30 at $ 13.61 (100 shares), July 6, 2005 at $
13.53 (300 shares), July 7 &11 at $ 13.56 (200 shares), and July 14 at
$13.54 (300 shares). Jo Ann Van Degriff owns 1150 shares purchased on
May 10, 2005 at $12.70 .
None of the other Principals presently owns shares.
b) KIM has the sole power to dispose of and to vote all of such Shares
under limited powers of attorney.
c) The first open market purchase occurred on December 24, 1997 as
previously reported. Open market purchases for the last 60 days for
the Accounts. There have been no dispositions and no acquisitions,
other than by such open market purchases, during such period.
DATE
SHARES
PRICE PER
DATE
SHARES
PRICE PER
SHARE
SHARE
6/28/2005
-3000
13.51
7/6/2005
-3700
13.53
6/29/2005
-16000
13.59
7/7/2005
-300
13.56
6/30/2005
-700
13.60
7/11/2005
-1400
13.56
7/14/2005
-4000
13.54
7/19/2005
6000
13.42
The Accounts have the right to receive all dividends from, any proceeds
from the sale of the Shares. KIM reserves the right to further accumulate
or sell shares. None of the Accounts has an interest in shares constituting
more than 5% of the Shares outstanding.
ITEM 6 Contracts, Arrangements, Understandings, or Relationships with Respect
to Securities of the Issuer.
Except as described above, there are no contracts, arrangements,
understandings or relationships of any kind among the Principals and KIM
and between any of them and any other person with respect to any of MPT
securities.
ITEM 7 Materials to be Filed as Exhibits
Not applicable.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete,
and correct.
Karpus Management, Inc.
August 8, 2005 By:_____________________________________
Date Signature
Sharon L. Thornton,Senior Fixed Income Analyst/Portfolio Mgr
Name/ Title
VIA OVERNIGHT, FAX, CERTIFIED MAIL
August 4, 2005
Robert I. Frenkel, Esq.
Salomon Bros Municipal Partners II
Secretary & Chief Legal Officer
300 First Stamford Place ? 4th Floor
Stamford, CT 06902
Dear Mr. Frenkel:
Karpus Management, Inc. d/b/a Karpus Investment Management (KIM), is the
beneficial owner as of July 31, 2005, of 386,525 shares of the common stock of
Salomon Brothers Municipal Partners Fund II (MPT) (the Fund) (approximately
6.435% of the outstanding common shares) as attested by Schedule 13D/A
filings with the Securities and Exchange Commission We have been the
beneficial owner of the shares valued at more than $2,000 for more than
one year and expect to continue ownership through the date of
the Fund?s next shareholder meeting KIM?s first purchase of shares began
on December 24, 1997. All such purchases have been made in the open
market.
Pursuant to Rule 14-28(b) (2) (ii) of the Securities Exchange Act of
1934, we (KIM) are hereby submitting the following proposal and
supporting statement for inclusion in any and all proxy materials at the
next meeting of shareholders. Attached is our Schedule 13D/A as
electronically filed with the Securities and Exchange Commission.
PROPOSAL
KIM proposes that the Fund conduct a tender offer for up to 25%
of the outstanding shares of the Fund at net asset value to be voted
on by shareholders at the next meeting of shareholders. Should the
Board of Directors recommend to shareholders that a new advisory
agreement be ratified, we propose the tender offer for shares at net
asset value be increased to include all shares that did not vote ?for?
the new investment advisory contract. This would include all
abstentions and broker non-votes.
SUPPORTING STATEMENT
According to the original prospectus, the Board of Directors, in
consultation with the Investment Manager and the Investment
Advisor, will review on an annual basis the possibility of
further open market repurchases and/or tender
offers for the common stock
The Fund manager has provided exceptional net asset
performance to shareholders, but has yet to close the
discount to net asset value. Net asset performance from
June 30, 2004 through June 30, 2005 has been 8.84%
verses Morningstar Intermediate Municipal Fund return
of 5.49% and Lehman 7 Year Municipal Index return of
5.91%. Yet the Fund continues to trade at a discount to
net asset value!
KIM believes the current Fund Management and Board of
Directors of MPT have not taken adequate measures to
close this discount. For the time period of June 30, 2004
through June 30, 2005, MPT traded at an average discount
of 12.27%. MPT has traded at a significant discount to NAV
since 1994, over 10 years. What steps have been taken to close
this discount?
The original prospectus stated ?If, at any time after the second
year following the offering, the Common Stock publicly trades
for a substantial period of time at a substantial discount from
the NAV, the Board of Directors will consider at its next
regularly scheduled meeting, taking various actions designed to
eliminate the discount, which may include recommending to
shareholders the conversion of the Fund to an open-end investment
company?. This clearly dictates the original intent not to allow the
fund to trade at significant discounts, protecting investor?s
economic interest in the Fund. Why has the Board ignored this
intent to the detriment of shareholders? Every shareholder that has
sold shares in the last 10 + years in the market place received
less for their shares than they were entitled to. We believe the
Board has breeched their fiduciary responsibilities to these
shareholders that sold at prices below NAV.
Additionally, MPT is plagued by low trading volume. From June
30, 2004 through June 30, 2005 average daily trading volume has
been 6,776 shares. Large shareholders who do not agree with the
possible changes in the fund management contract and who may
wish to liquidate their position could severely depress the Fund?s
market price because of persistently low volume. Dissenters
deciding to sell their shares could cause the discount to NAV
to widen harming both existing shareholders and sellers. Dissenters
have rights under the law that may provide net asset value for their
shares. It is the fiduciary duty of the Board of Directors to allow Fund
shareholders the ability to receive economic benefits from any
management transition. Any merger to, or with, an open-end fund
should benefit all shareholders and could create economies of scale that
would reduce the expense ratio. Should the Board decide to open-end
the Fund or to merge the Fund with another open-end fund our proposal for
tender would be withdrawn.
END OF PROPOSAL
Very truly yours,
Sharon L. Thornton
Senior Fixed Income Analyst/Portfolio Mgr.