Edgar Filing: SALOMON BROTHERS MUNICIPAL PARTNERS FUND II INC

SCHEDULE 14A INFORMATION
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )

[X] Filed by the Registrant
[ ] 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

SALOMON BROTHERS
MUNICIPAL PARTNERS FUND II INC.
(Name of Registrant as Specified In Its Charter)

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.

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[ ] Fee paid previously with preliminary materials.
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SALOMON BROTHERS
MUNICIPAL PARTNERS FUND II INC.
125 BROAD STREET, NEW YORK, NEW YORK 10004

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

September 10, 2003

To the Stockholders:

The Annual Meeting of Stockholders (the "Meeting") of Salomon Brothers
Municipal Partners Fund II Inc. (the "Fund") will be held at Citigroup Center,
153 East 53rd Street, 14th Floor, New York, New York, on Thursday, October 9,
2003, 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); and

2. Any other business that may properly come before the Meeting.

The close of business on August 25, 2003 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,

Christina T. Sydor
Secretary

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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.

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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. (by John Doe, Treasurer)
(2) ABC Corp. ................................................... John Doe, Treasurer
(3) ABC Corp., c/o John Doe, Treasurer .......................... John Doe
(4) ABC Corp. Profit Sharing Plan ............................... John Doe, Trustee

TRUST ACCOUNTS
--------------
(1) ABC Trust ................................................... Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee, u/t/d 12/28/78 ........................ Jane B. Doe

CUSTODIAL OR ESTATE ACCOUNTS
----------------------------
(1) John B. Smith, Cust., f/b/o John B. Smith, Jr. UGMA ......... John B. Smith
(2) John B. Smith ............................................... John B. Smith, Jr., Executor

SALOMON BROTHERS
MUNICIPAL PARTNERS FUND II INC.

125 BROAD STREET, NEW YORK, NEW YORK 10004

----------------

PROXY STATEMENT

This proxy statement is furnished in connection with a solicitation by the
Board of Directors of Salomon Brothers Municipal Partners Fund II Inc. (the
"Fund") of proxies to be used at the Annual Meeting of Stockholders of the Fund
(the "Meeting") to be held at Citigroup Center, 153 East 53rd Street, 14th
Floor, New York, New York, on October 9, 2003 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 September 10, 2003. 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 a Director. The close of
business on August 25, 2003 has been fixed as the record date for the
determination of stockholders entitled to notice of and to vote at the Meeting.
For purposes of the Meeting, each holder of the Fund's preferred stock is
entitled to one vote for each full share and an appropriate fraction of a vote
for each fractional share held. On August 25, 2003, 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 Meeting may be adjourned 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.

Salomon Brothers Asset Management Inc ("SBAM"), whose principal business
address is 399 Park Avenue, New York, New York 10022, is the Fund's investment
adviser and administrator. SBAM is an indirect wholly-owned subsidiary of
Citigroup Inc.

SUMMARY OF PROPOSAL

PROPOSAL CLASS OF STOCKHOLDERS SOLICITED
-------- -------------------------------

1. Election of a Class III Director Holders of Preferred Stock and Common Stock
Daniel Cronin

Election of a Class II Director
Carol L. Colman Holders of Preferred Stock and Common Stock

Election of Class I Directors
Leslie H.Gelb Holders of Preferred Stock and Common Stock
William R. Hutchinson Holders of Preferred Stock and Common Stock
Dr. Riordan Roett Holders of Preferred Stock

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,
the holders of the Fund's preferred stock and common stock voting together as a
single class will be asked to elect one Class III Director, one Class II
Director and two Class I Directors to hold office until the year 2004 Annual
Meeting of Stockholders, the year 2005 Annual Meeting of Stockholders and the
year 2006 Annual Meeting of Stockholders, respectively, or thereafter in each
case when their respective successors are duly elected and qualified. The
holders of the Fund's preferred stock will be asked to elect one Class I
Director to hold office until the year 2006 Annual Meeting of Stockholders or
thereafter when his respective successor is 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 form of proxy accompanying the proxy statement
intend to vote at the Meeting (unless directed not to vote) FOR the election of
the nominees named below. Two of the nominees for election, Ms. Colman and Mr.
Cronin, are currently members of the Fund's Board of Directors but have not
been previously elected as Directors by the Fund's stockholders. Mr. Hutchinson
has been nominated by the Board of Directors to be elected at the Meeting to
serve as a Class I Director. Dr. Roett is currently serving as a Class III
Director. In accordance with the Fund's Charter, which provides that the
holders of the Fund's preferred stock are entitled to elect one Class I
Director and one Class II Director, Dr. Roett is moving from Class III to Class
I. Each nominee has indicated that he or she will serve if elected, but if he
or she 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 the nominees for
election as Directors of the Fund:

NUMBER OF
PORTFOLIOS
ADVISED BY
SBAM AND
PRINCIPAL OVERSEEN BY
POSITION(S) OCCUPATION(S) DIRECTOR OTHER
NAME, ADDRESS HELD WITH LENGTH OF DURING PAST (INCLUDING DIRECTORSHIPS
AND AGE* FUND TIME SERVED 5 YEARS THE FUND) HELD BY NOMINEE
------------------------------- -------------- ------------- --------------------- ------------ ----------------

CLASS III DIRECTOR
NON-INTERESTED DIRECTOR NOMINEE
Daniel Cronin Director and Since 2003 Associate General 30 None
Pfizer Inc. Member of Counsel, Pfizer Inc.
235 East 42nd Street the Audit
New York, NY 10017 Committee
Age: 57

CLASS II DIRECTOR
NON-INTERESTED DIRECTOR NOMINEE
Carol L. Colman Director and Since 2003 President, Colman 33 None
Colman Consulting Member of Consulting Co., Inc.
Co., Inc. the Audit
278 Hawley Road Committee
North Salem, NY 10560
Age: 57

----------
* It is the practice of the Fund that upon attainment of age 80, Fund
Directors are required to change to emeritus status. Directors emeritus are
entitled to serve in emeritus status for a maximum of 10 years, during such
time they are paid 50% of the annual retainer fee and meeting fees
otherwise applicable to Fund Directors together with reasonable
out-of-pocket expenses for each meeting attended.

NUMBER OF
PORTFOLIOS
ADVISED BY
SBAM AND
PRINCIPAL OVERSEEN BY
POSITION(S) OCCUPATION(S) DIRECTOR OTHER
NAME, ADDRESS HELD WITH LENGTH OF DURING PAST (INCLUDING DIRECTORSHIPS
AND AGE FUND TIME SERVED 5 YEARS THE FUND) HELD BY NOMINEE
------------------------------- -------------- ------------- --------------------- ------------ ----------------------

CLASS I DIRECTORS
NON-INTERESTED DIRECTOR NOMINEES
Leslie H. Gelb Director and Since 2000 President Emeritus 33 Britannica.com,
The Council on Member of and Senior Board Director of two
Foreign Relations the Audit Fellow, The registered investment
58 East 68th Street Committee Council on Foreign companies advised by
New York, NY 10021 Relations; formerly Advantage Advisers,
Age: 65 Columnist, Deputy Inc., ("Advantage").
Editorial
Page Editor and
Editor, Op-Ed
Page, The New
York Times.

William R. Hutchinson N/A N/A President, WR 40 Director,
535 N. Michigan Hutchinson & Associated Bank;
Suite 1012 Associates, Inc. Director,
Chicago, IL 60611 (Consultant); Group Associated
Age: 60 Vice President, Banc-Corp.
Mergers &
Acquisitions, BP
Amoco p.l.c.

Dr. Riordan Roett Director and Since Professor and 30 The Latin America
The Johns Hopkins University Member of 1997 Director, Latin Equity Fund, Inc.
1740 Massachusetts Ave. NW the Audit American Studies
Washington, DC 20036 Committee Program, Paul H.
Age: 64 Nitze School of
Advanced
International
Studies, The Johns
Hopkins University.

The following table provides information concerning the remaining
Directors of the Fund:

NUMBER OF
PORTFOLIOS
ADVISED BY
SBAM AND
PRINCIPAL OVERSEEN BY OTHER
POSITION(S) OCCUPATION(S) NOMINEE DIRECTORSHIPS
NAME, ADDRESS HELD WITH LENGTH OF DURING PAST (INCLUDING HELD BY
AND AGE FUND TIME SERVED 5 YEARS THE FUND) NOMINEE
---------------------------- -------------- ------------- ------------------------------- ------------- ----------------

CLASS II DIRECTOR
INTERESTED DIRECTOR
R. Jay Gerken** Director and Since Managing Director, Citigroup 219 None
Salomon Smith Barney Inc. Co-Chairman 2002 Global Markets Inc. ("CGM");
125 Broad Street formerly, portfolio manager,
New York, NY 10004 Smith Barney Growth and
Age: 52 Income Fund (1994-2000) and
Smith Barney Allocation Series
Inc. (1996-2001).

CLASS III DIRECTOR
NON-INTERESTED DIRECTOR
Jeswald W. Salacuse Director and Since Henry J. Braker Professor of 30 Director of two
Tufts University Member of 2000 Commercial Law and formerly registered
The Fletcher School the Audit Dean, The Fletcher School of investment
of Law & Diplomacy Committee Law & Diplomacy, Tufts companies
Packard Avenue University. advised by
Medford, MA 02155 Advantage.
Age: 65

The following table provides information concerning the dollar range of
equity securities owned beneficially by each Director and nominee for election
as Director as of December 31, 2002:

DOLLAR RANGE OF EQUITY AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN ALL FUNDS
NAME OF DIRECTOR/NOMINEE SECURITIES IN THE FUND OVERSEEN BY DIRECTOR/NOMINEE AND ADVISED BY SBAM
---------------------------------- ------------------------ ---------------------------------------------------------

NON-INTERESTED DIRECTORS/NOMINEES
Carol L. Colman None Over $100,000
Daniel P. Cronin None $10,000 - $50,000
Leslie H. Gelb None $1 - $10,000
William R. Hutchinson None $1 - $10,000
Dr. Riordan Roett None None
Jeswald W. Salacuse $1 - $10,000 $10,001 - $50,000

INTERESTED DIRECTORS/NOMINEES
R. Jay Gerken $1 - $10,000 over $100,000

----------
** Mr. Gerken is an "interested person" as defined in the Investment Company
Act of 1940, as amended (the "1940 Act"), because he is a Managing Director
of CGM, an affiliate of SBAM, the Fund's investment adviser.

No Director or nominee for election as Director who is not an "interested
person" of the Fund as defined in the 1940 Act, nor any immediate family member
of such persons, had any interest in SBAM, the Fund's investment adviser, or
any person or entity (other than the Fund) directly or indirectly controlling,
controlled by, or under common control with SBAM as of May 1, 2003.

RESPONSIBILITIES OF THE BOARD OF DIRECTORS

The Board of Directors is responsible for ensuring that the Fund is
managed in the best interest of its stockholders. The Directors oversee the
Fund's business by, among other things, meeting with the Fund's management and
evaluating the performance of the Fund's service providers including SBAM, the
custodian and the transfer agent. As part of this process, the Directors
consult with the Fund's independent auditors and with their own separate
independent counsel.

The Board of Directors has four regularly scheduled meetings each year and
additional meetings are scheduled as needed. In addition, the Board has an
audit committee which meets periodically during the year and whose
responsibilities are described below.

The Directors regularly review the Fund's financial statements,
performance and market price as well as the quality of the services being
provided to the Fund. As part of this process, the Directors review the Fund's
fees and expenses to determine if they are reasonable and competitive in light
of the services being received and while also ensuring that the Fund continues
to have access to high quality services in the future. Based on these reviews,
the Directors periodically make suggestions to and monitor the Fund's
management to ensure that responsive action is taken. The Directors also
monitor potential conflicts of interest among the Fund, SBAM and its affiliates
and other funds and clients managed by SBAM to ensure that the Fund is managed
in a manner which is in the best interest of the Fund's stockholders.

The Fund's executive officers are chosen each year at the meeting of the
Board of Directors of the Fund immediately 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 respective successors are duly
elected and qualified. In addition to Mr. Gerken, the Fund's Chairman, the
executive officers of the Fund are:

POSITION(S)
HELD WITH LENGTH OF PRINCIPAL OCCUPATION(S)
NAME, ADDRESS AND AGE FUND TIME SERVED DURING PAST 5 YEARS
-------------------------------- -------------------------- ------------- ---------------------------------------

Peter J. Wilby President Since 2002 Managing Director of CGM and SBAM
Citigroup Global Markets Inc. since January 1996
399 Park Avenue
New York, NY 10022
Age: 44

Lewis E. Daidone Chief Administrative Since 2002 Managing Director of CGM; Chief
Citigroup Global Markets Inc. Officer Financial Officer of the Smith Barney
125 Broad Street, 11th Floor Mutual Funds; Director and Senior Vice
New York NY 10004 Executive Vice 1998-2002 President of SBFM and TIA.
Age: 45 President and Treasurer

Robert E. Amodeo Executive Vice President Since 1999 Managing Director of SBAM and CGM
Citigroup Global Markets Inc. since December 2001; Director of CGM
388 Greenwich Street and SBAM since December 1998; Vice
New York, NY 10013 President of CGM and SBAM from
Age: 38 January 1996 to December 1998.

POSITION(S)
HELD WITH LENGTH OF PRINCIPAL OCCUPATION(S)
NAME, ADDRESS AND AGE FUND TIME SERVED DURING PAST 5 YEARS
-------------------------------- ------------ ------------- ---------------------------------------

Frances M. Guggino Controller Since 2002 Vice President, Citigroup Asset
Citigroup Global Markets Inc. Management.
125 Broad Street, 10th Floor
New York, NY 10004
Age: 45

Christina T. Sydor Secretary Since 1998 Managing Director of CGM; General
Citigroup Global Markets Inc. Counsel and Secretary of SBFM and TIA.
300 First Stamford Place
Stamford, CT 06902
Age: 52

The Fund's Audit Committee is composed of all of the Directors who are not
"interested persons" of the Fund, SBAM or its affiliates within the meaning of
the 1940 Act, and who are "independent" as defined in the New York Stock
Exchange listing standards. The principal functions of the Audit Committee are:
(i) to recommend to the Board the appointment of the Fund's independent
auditors; (ii) to approve all audit and permitted non-audit services proposed
to be performed by the independent auditors on behalf of the Fund and certain
affiliates; (iii) to review with the independent auditors the scope and
anticipated cost of their audit; and (iv) to receive and consider a report from
the independent auditors concerning their conduct of the audit, including any
comments or recommendations they might want to make in that connection. This
Committee met twice during the fiscal year ended June 30, 2003. The Fund
adopted an Audit Committee Charter at a meeting held on May 23, 2000. The
Directors constituting the Fund's Audit Committee also constitute the Fund's
Nominating Committee, which is composed of all of the "non-interested"
Directors of the Fund. The Nominating Committee met once during the fiscal year
ended June 30, 2003. The Nominating Committee selects and nominates new
non-interested directors. The Nominating Committee will accept nominations for
the office of Director made by shareholders in a written request addressed to
the Secretary of the Fund which includes biographical data and sets forth the
qualifications of the proposed nominee. The Fund has a Valuation Committee
composed of the Chairman and at least one non-interested Director. The
Valuation Committee is charged with determining fair value prices for
securities when required. The Valuation Committee met once during the fiscal
year ended June 30, 2003. The Fund does not have a Compensation Committee.

During the fiscal year ended June 30, 2003, the Board of Directors held
four regular meetings. Each Director attended at least 75% of the aggregate
number of meetings of the Board and any committee on which he or she served.

REPORT OF THE AUDIT COMMITTEE

In connection with a meeting of the Audit Committee on August 28, 2003,
the Audit Committee reports that it has: (i) reviewed and discussed the Fund's
audited financial statements with management; (ii) discussed with
PricewaterhouseCoopers LLP ("PwC"), the independent auditors to the Fund, the
matters (such as the quality of the Fund's accounting principals and internal
controls) required to be discussed by Statement on Auditing Standards No. 61;
and (iii) previously received written confirmation from PwC that it is
independent and written disclosures regarding such independence as required by
Independence Standards Board Standard No. 1, and discussed with PwC the
auditors' independence. Based on the review and discussions referred to in
items (i) through (iii) above, the Audit Committee recommended to the Board of
Directors that the audited financial statements be included in the Fund's
annual report for the Fund's fiscal year ended June 30, 2003.

ADDITIONAL MATTERS

A representative of PwC will be available by telephone at the Meeting to
answer appropriate questions and will have an opportunity to make a statement
if he or she chooses to do so.

Under the federal securities laws, the Fund is required to provide to
stockholders in connection with the Meeting information regarding compensation
paid to the Directors by the Fund, as well as by the various other investment
companies advised by SBAM. The following table provides information concerning
the compensation paid from the Fund to each Director during the fiscal year
ended June 30, 2003 and the total compensation paid to each Director during the
calendar year ended December 31, 2002. Each of the Directors listed below is a
member of the Fund's Audit Committee and other committees of certain other
investment companies advised by SBAM and its affiliates, 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, 2003 by the Fund to Mr. Gerken, who is an "interested person" as
defined in the 1940 Act.

TOTAL COMPENSATION FROM THE FUND AND OTHER
AGGREGATE COMPENSATION FROM THE FUND FOR FUNDS ADVISED BY SBAM AND ITS AFFILIATES FOR
NAME OF DIRECTORS THE FISCAL YEAR ENDED 6/30/03 THE CALENDAR YEAR ENDED 12/31/02
----------------- ------------------------------------------ ----------------------------------------------

Carol L. Colman ............. $ 2,650 $63,400
Daniel Cronin ............... $ 2,650 $90,950
Leslie H. Gelb .............. $ 9,750 $81,700
Dr. Riordan Roett ........... $10,450 $93,400
Jeswald W. Salacuse ......... $10,450 $90,300

During the Fund's last fiscal year, total compensation paid by the Fund to
a Director emeritus totaled $5,225.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

At August 25, 2003, one officer of the Fund, Peter J. Wilby, owned
beneficially 277,481 common shares, equal to approximately 4.62% of the
outstanding common shares of the Fund's capital stock, through accounts held by
himself as an individual and jointly with members of his family. Mr. Wilby
owned no preferred shares of the Fund's capital stock. All other Directors and
officers of the Fund, individually and as a group, owned beneficially less than
1% of the outstanding shares of each class of the Fund's capital stock at that
date. To the knowledge of the Fund's management, no person owned of record, or
owned beneficially, more than 5% of the Fund's outstanding shares of capital
stock at that date, except that Cede & Co., a nominee for participants in
Depository Trust Company, held of record 5,597,215 common shares, equal to
approximately 93.18% of the outstanding common shares of the Fund's capital
stock, and 900 preferred shares, equal to 100% of the outstanding preferred
shares of the Fund's capital stock.

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 10% of the Fund's capital stock, SBAM, and its respective
directors and officers, to file reports of ownership and changes in ownership
with the Securities and Exchange Commission ("SEC") and the New York Stock
Exchange, Inc. Such persons are required by SEC regulations to furnish the Fund
with copies of all such filings. Based solely on its review of the copies of
such

filings received by it and certain other information received by it, the Fund
believes that, for the fiscal year ended June 30, 2003, all filing requirements
applicable to such persons were complied with except that a timely filing was
not made for Evan Merberg on Form 3. However, during the Fund's fiscal year
ended June 30, 2003, no purchases and sales were made by Mr. Merberg, and he
has subsequently filed a Form 3.

REQUIRED VOTE

The election of Ms. Colman and Messrs. Cronin, Gelb and Hutchinson as
Directors requires a plurality of the votes cast by the holders of shares of
Common Stock and Preferred Stock, voting together as a single class, present or
represented by proxy at the Meeting at which a quorum is present. The election
of Dr. Roett requires a plurality of the votes cast by the holders of shares of
Preferred Stock of the Fund present 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.

FEES PAID TO INDEPENDENT ACCOUNTANTS

AUDIT FEES. The fees for the annual audit of the Fund's financial
statements by PricewaterhouseCoopers LLP ("PwC") for the fiscal year ended June
30, 2003 were $40,000.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES. There were
no fees billed for financial information systems design and implementation
services rendered by PwC to the Fund, SBAM, and entities controlled by or
affiliated with SBAM that provide services to the Fund for the fiscal year
ended June 30, 2003.

ALL OTHER FEES. The aggregate fees billed for all other non-audit
services, including fees for tax-related services, rendered by PwC to the Fund,
SBAM and entities controlled by or affiliated with SBAM that provide services
to the Fund for the fiscal year ended June 30, 2003 were $34,000. The Fund's
Audit Committee has determined that provision of these non-audit services is
compatible with maintaining the independence of PwC.

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 2004
must be received by the Fund for inclusion in the Fund's proxy statement and
proxy relating to that meeting no later than May 13, 2004. Any stockholder who
desires to submit a proposal at the Fund's 2004 Annual Meeting of Stockholders
without including such proposal in the Fund's proxy statement must deliver
written notice thereof to the Secretary of the Fund (addressed to Salomon
Brothers Municipal Partners Fund II Inc., 125 Broad Street, New York, New York
10004) during the period from July 11, 2004 to August 11, 2004. However, if the
Fund's 2004 Annual Meeting of Stockholders is held earlier than September 9,
2004 or later than December 8, 2004, such written notice must be delivered to
the Secretary of the Fund during the period from 90 days before the date of the
2004 Annual Meeting to the later of 60 days prior to the date of the 2004
Annual Meeting or 10 days following the public announcement of the date of the
2004 Annual Meeting.

OTHER INFORMATION

The Fund's Annual Report containing financial statements for the fiscal
year ended June 30, 2003 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 SBAM
or its 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.

September 10, 2003

PREFERRED STOCK PREFERRED STOCK

SALOMON BROTHERS MUNICIPAL PARTNERS FUND II INC.

PROXY SOLICITED ON BEHALF OF THE DIRECTORS

ANNUAL MEETING OF STOCKHOLDERS - OCTOBER 9, 2003

The undersigned hereby appoints R. Jay Gerken, Christina T. Sydor and Robert M.
Nelson, and each of them, attorneys and proxies for the undersigned, with full
power of substitution and revocation to represent the undersigned and to vote on
behalf of the undersigned all shares of Preferred Stock of Salomon Brothers
Municipal Partners Fund II Inc. (the "Fund") which the undersigned is entitled
to vote at the Annual Meeting of Stockholders of the Fund to be held at
Citigroup Center, 153 East 53rd Street, 14th Floor Conference Center, New York,
New York on Thursday, October 9, 2003, at 3:30 p.m., and at any adjournments
thereof. The undersigned hereby acknowledges receipt of the Notice of Annual
Meeting of Stockholders and accompanying Proxy Statement and hereby instructs
said attorneys and proxies to vote said shares as indicated hereon. In their
discretion, the proxies are authorized to vote upon such other business as may
properly come before the Meeting. A majority of the proxies present and acting
at the Meeting in person or by substitute (or, if only one shall be so present,
then that one) shall have and may exercise all of the power and authority of
said proxies hereunder. The undersigned hereby revokes any proxy previously
given.

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 EACH NOMINEE
FOR DIRECTOR.

Please refer to the Proxy Statement for a discussion of the Proposal.

------------- -------------
SEE REVERSE CONTINUED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
------------- -------------

PREFERRED STOCK PREFERRED STOCK

SALOMON BROTHERS MUNICIPAL PARTNERS FUND II INC.

PROXY SOLICITED ON BEHALF OF THE DIRECTORS

ANNUAL MEETING OF STOCKHOLDERS - OCTOBER 9, 2003

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 EACH NOMINEE
FOR DIRECTOR.

Please refer to the Proxy Statement for a discussion of the Proposal.

------------- -------------
SEE REVERSE CONTINUED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
------------- -------------

|
----- PLEASE MARK | 3547
X VOTES AS IN |
----- THIS EXAMPLE. |----

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE FOLLOWING PROPOSAL:

1. Election of Directors:
NOMINEES: (01) Carol L. Colman, (02) Daniel Cronin, (03) Leslie H. Gelb,
(04) William R. Hutchinson and (05) Riordan Roett

FOR [ ] [ ] WITHHELD
ALL FROM ALL
NOMINEES NOMINEES

[ ]
-----------------------------------------------
For all nominees except as noted above

2. Any other business that may properly come before the Meeting.

3. I will be attending the Meeting. [ ]

PLEASE COMPLETE, SIGN AND DATE HEREON AND MAIL IN ACCOMPANYING POSTPAID
ENVELOPE.

NOTE: Please sign this proxy exactly as your name appears on this proxy. If
joint owners, EITHER may sign this proxy. When signing as attorney, executor,
administrator, trustee, guardian or corporate officer, please give your full
title.

Signature: Date:
-------------------------------------- -------------------

IF JOINTLY HELD
SIGNATURE: Date:
--------------------------------- -------------------

|
----- PLEASE MARK | 3547
X VOTES AS IN |
----- THIS EXAMPLE. |----

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE FOLLOWING PROPOSAL:

1. Election of Directors:
NOMINEES: (01) Carol L. Colman, (02) Daniel Cronin, (03) Leslie H. Gelb,
(04) William R. Hutchinson and (05) Riordan Roett

FOR [ ] [ ] WITHHELD
ALL FROM ALL
NOMINEES NOMINEES

[ ]
-----------------------------------------------
For all nominees except as noted above

2. Any other business that may properly come before the Meeting.

3. I will be attending the Meeting. [ ]

PLEASE COMPLETE, SIGN AND DATE HEREON AND MAIL IN ACCOMPANYING POSTPAID
ENVELOPE.

Signature: Date:
-------------------------------------- -------------------

IF JOINTLY HELD
SIGNATURE: Date:
--------------------------------- -------------------

COMMON STOCK COMMON STOCK

SALOMON BROTHERS MUNICIPAL PARTNERS FUND II INC.

PROXY SOLICITED ON BEHALF OF THE DIRECTORS

ANNUAL MEETING OF STOCKHOLDERS - OCTOBER 9, 2003

The undersigned hereby appoints R. Jay Gerken, Christina T. Sydor and Robert M.
Nelson, and each of them, attorneys and proxies for the undersigned, with full
power of substitution and revocation to represent the undersigned and to vote on
behalf of the undersigned all shares of Common Stock of Salomon Brothers
Municipal Partners Fund II Inc. (the "Fund") which the undersigned is entitled
to vote at the Annual Meeting of Stockholders of the Fund to be held at
Citigroup Center, 153 East 53rd Street, 14th Floor Conference Center, New York,
New York on Thursday, October 9, 2003, at 3:30 p.m., and at any adjournments
thereof. The undersigned hereby acknowledges receipt of the Notice of Annual
Meeting of Stockholders and accompanying Proxy Statement and hereby instructs
said attorneys and proxies to vote said shares as indicated hereon. In their
discretion, the proxies are authorized to vote upon such other business as may
properly come before the Meeting. A majority of the proxies present and acting
at the Meeting in person or by substitute (or, if only one shall be so present,
then that one) shall have and may exercise all of the power and authority of
said proxies hereunder. The undersigned hereby revokes any proxy previously
given.

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 EACH NOMINEE
FOR DIRECTOR.

Please refer to the Proxy Statement for a discussion of the Proposal.

------------- -------------
SEE REVERSE CONTINUED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
------------- -------------

COMMON STOCK COMMON STOCK

SALOMON BROTHERS MUNICIPAL PARTNERS FUND II INC.

PROXY SOLICITED ON BEHALF OF THE DIRECTORS

ANNUAL MEETING OF STOCKHOLDERS - OCTOBER 9, 2003

The undersigned hereby appoints R. Jay Gerken, Christina T. Sydor and Robert M.
Nelson, and each of them, attorneys and proxies for the undersigned, with full
power of substitution and revocation to represent the undersigned and to vote on
behalf of the undersigned all shares of Common Stock of Salomon Brothers
Municipal Partners Fund II Inc. (the "Fund") which the undersigned is entitled
to vote at the Annual Meeting of Stockholders of the Fund to be held at
Citigroup Center, 153 East 53rd Street, 14th Floor Conference Center, New York,
New York on Thursday, October 9, 2003, at 3:30 p.m., and at any adjournments
thereof. The undersigned hereby acknowledges receipt of the Notice of Annual
Meeting of Stockholders and accompanying Proxy Statement and hereby instructs
said attorneys and proxies to vote said shares as indicated hereon. In their
discretion, the proxies are authorized to vote upon such other business as may
properly come before the Meeting. A majority of the proxies present and acting
at the Meeting in person or by substitute (or, if only one shall be so present,
then that one) shall have and may exercise all of the power and authority of
said proxies hereunder. The undersigned hereby revokes any proxy previously
given.

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 EACH NOMINEE
FOR DIRECTOR.

Please refer to the Proxy Statement for a discussion of the Proposal.

------------- -------------
SEE REVERSE CONTINUED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
------------- -------------

|
----- PLEASE MARK | 3547
X VOTES AS IN |
----- THIS EXAMPLE. |----

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE FOLLOWING PROPOSAL:

1. Election of Directors:
NOMINEES: (01) Carol L. Colman, (02) Daniel Cronin,
(03) Leslie H. Gelb and (04) William R. Hutchinson

FOR [ ] [ ] WITHHELD
ALL FROM ALL
NOMINEES NOMINEES

[ ]
-----------------------------------------------
For all nominees except as noted above

2. Any other business that may properly come before the Meeting.

3. I will be attending the Meeting. [ ]

PLEASE COMPLETE, SIGN AND DATE HEREON AND MAIL IN ACCOMPANYING POSTPAID
ENVELOPE.

Signature: Date:
-------------------------------------- -------------------

IF JOINTLY HELD
SIGNATURE: Date:
--------------------------------- -------------------

----- PLEASE MARK | 3547
X VOTES AS IN |
----- THIS EXAMPLE. |----

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE FOLLOWING PROPOSAL:

1. Election of Directors:
NOMINEES: (01) Carol L. Colman, (02) Daniel Cronin,
(03) Leslie H. Gelb and (04) William R. Hutchinson

FOR [ ] [ ] WITHHELD
ALL FROM ALL
NOMINEES NOMINEES

[ ]
-----------------------------------------------
For all nominees except as noted above

2. Any other business that may properly come before the Meeting.

3. I will be attending the Meeting. [ ]

PLEASE COMPLETE, SIGN AND DATE HEREON AND MAIL IN ACCOMPANYING POSTPAID
ENVELOPE.

Signature: Date:
-------------------------------------- -------------------

IF JOINTLY HELD
SIGNATURE: Date:
--------------------------------- -------------------