S A L O M O N B R O T H E R S M U N I C I P A L P A R T N E R S F U N D I N C .
SBAM acts as the investment adviser and administrator of the Fund. SBAM provides all management, advisory and administration services for the Fund. As compensation for its services, the Fund pays SBAM an investment management fee at an annual rate of 0.55% of the Fund’s average weekly net assets. For purposes of calculating this fee, the liquidation value of any outstanding preferred stock of the Fund is not deducted in determining the Fund’s average weekly net assets. This fee is calculated daily and paid monthly.
SBAM has delegated certain administrative services to Smith Barney Fund Management LLC (“SBFM”), another indirect wholly-owned subsidiary of Citigroup, pursuant to a Sub-Administration Agreement between SBAM and SBFM.
For the year ended December 31, 2004, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) were as follows:
At December 31, 2004, the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were as follows:
S A L O M O N B R O T H E R S M U N I C I P A L P A R T N E R S F U N D I N C .
Notes to Financial Statements (continued)
Note 4. Auction Rate Preferred Stock
On April 2, 1993, the Fund closed its public offering of 800 shares of $0.001 par value Auction Rate Preferred Stock (“Preferred Stock”) at an offering price of $50,000 per share. The Preferred Stock has a liquidation preference of $50,000 per share plus an amount equal to accumulated but unpaid dividends (whether or not earned or declared) and subject to certain restrictions, are redeemable in whole or in part.
Dividend rates generally reset every 7 days and are determined by auction procedures. The dividend rates on the Preferred Stock during the year ended December 31, 2004 ranged from 0.860% to 2.375% . The weighted average dividend rate for the year ended December 31, 2004 was 1.305% .
The Fund is subject to certain restrictions relating to the Preferred Stock. The Fund may not declare dividends or make other distributions on shares of common stock or purchase any such shares if, at the time of the declaration, distribution or purchase, asset coverage with respect to the outstanding Preferred Stock would be less than 200%. The Preferred Stock is also subject to mandatory redemption at $50,000 per share plus any accumulated or unpaid dividends, whether or not declared, if certain requirements relating to the composition of the assets and liabilities of the Fund as set forth in its Articles Supplementary are not satisfied.
The Preferred Stock Shareholders are entitled to one vote per share and generally vote with the common stock shareholders but vote separately as a class to elect two directors and on certain matters affecting the rights of the Preferred Stock.
The issuance of preferred stock poses certain risks to holders of common stock, including, among others the possibility of greater market price volatility and in certain market conditions, the yield to holders of common stock may be adversely affected.
The Fund is required to maintain certain asset coverages with respect to the Preferred Stock. If the Fund fails to maintain these coverages and does not cure any such failure within the required time period, the Fund is required to redeem a requisite number of the Preferred Stock in order to meet the applicable requirement. Additionally, failure to meet the foregoing asset requirements would restrict the Fund’s ability to pay dividends to common shareholders.
Note 5. Concentration of Credit Risk
Since the Fund invests a portion of its assets in issuers located in a single state, it may be affected by economic and political developments in a specific state or region. Certain debt obligations held by the Fund are entitled to the benefit of insurance, standby letters of credit or other guarantees of banks or other financial institutions.
Page 20
S A L O M O N B R O T H E R S M U N I C I P A L P A R T N E R S F U N D I N C .
Notes to Financial Statements (continued)
Note 6. Events Subsequent to December 31, 2004
Common Stock Dividends. On October 22, 2004, the Board of Directors of the Fund declared two common share dividends from net investment income, each in the amount of $0.070 per share, payable on January 28 and February 25, 2005 to shareholders of record on January 19 and February 15, 2005, respectively. In addition, on February 4, 2005, the Board of Directors of the Fund declared three common share dividends from net investment income, each in the amount of $0.070 per share, payable on March 18, April 29 and May 27, 2005 to shareholders of record on March 8, April 12 and May 17, 2005, respectively.
Preferred Stock Dividends. The Board of Directors designated each of the following dividend periods as a Special Rate Period. With each auction date, the regular auction procedure resumes, subject to the Fund’s ability to designate any subsequent dividend period as a Special Rate Period.
Auction | Commencement of | Rate Effective | Preferred | |
Date | Rate Period | Through | Rate | |
|
|
|
|
|
12/27/04 | 12/28/04 | 1/3/05 | 1.800 | % | |
1/3/05 | 1/4/05 | 1/10/05 | 1.850 | | |
1/10/05 | 1/11/05 | 1/17/05 | 1.852 | | |
1/14/05 | 1/18/05 | 1/24/05 | 2.000 | | |
1/24/05 | 1/25/05 | 1/31/05 | 1.819 | | |
|
|
|
|
|
Note 7. Income Tax Information & Distributions to Shareholders
The tax character of distributions paid during the years ended December 31, were as follows:
| 2004 | | 2003 | |
|
| |
| |
Distributions from: | |
Tax exempt | $5,322,559 | | $5,241,814 | |
Ordinary income | 767 | | — |
Net long-term capital gains | 427,465 | | — |
|
| |
| |
Total Distribution Paid | $5,750,791 | | $5,241,814 | |
|
| |
| |
As of December 31, 2004, the components of accumulated earnings on a tax basis were as follows:
Undistributed tax exempt | $1,457,477 | |
Other book/tax temporary differences | (128,314 | )* |
Unrealized appreciation | 7,253,276 | ** |
|
| |
Total accumulated earnings | $8,582,439 | |
|
| |
|
* | Other book/tax temporary differences are attributable primarily to the deferral of post-October capital losses for tax purposes and the difference between cash and accrual basis dividends paid. |
| |
** | The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales. |
Page 21
S A L O M O N B R O T H E R S M U N I C I P A L P A R T N E R S F U N D I N C .
Notes to Financial Statements (continued)
Note 8. Additional Information
In connection with an investigation previously disclosed by Citigroup, the Staff of the Securities and Exchange Commission (“SEC”) has notified Citigroup Asset Management (“CAM”), the Citigroup business unit that includes the funds’ investment manager and other investment advisory companies; Citicorp Trust Bank (“CTB”), an affiliate of CAM; Thomas W. Jones, the former CEO of CAM; and three other individuals, one of whom is an employee and two of whom are former employees of CAM, that the SEC Staff is considering recommending a civil injunctive action and/or an administrative proceeding against each of them relating to the creation and operation of an internal transfer agent unit to serve various CAM-managed funds.
In 1999, CTB entered the transfer agent business. CTB hired an unaffiliated subcontractor to perform some of the transfer agent services. The subcontractor, in exchange, had signed a separate agreement with CAM in 1998 that guaranteed investment management revenue to CAM and investment banking revenue to a CAM affiliate. The subcontractor’s business was later taken over by PFPC Inc., and at that time the revenue guarantee was eliminated and a one-time payment was made by the subcontractor to a CAM affiliate.
CAM did not disclose the revenue guarantee when the boards of various CAM-managed funds hired CTB as transfer agent. Nor did CAM disclose to the boards of the various CAM-managed funds the one-time payment received by the CAM affiliate when it was made. As previously disclosed, CAM has already paid the applicable funds, primarily through voluntary fee waivers, a total of approximately $17 million (plus interest) that is the amount of the revenue received by Citigroup relating to the revenue guarantee.
In addition, the SEC Staff has indicated that it is considering recommending action based on the adequacy of the disclosures made to the fund boards that approved the transfer agency arrangement, CAM’s initiation and operation of, and compensation for, the transfer agent business and CAM’s retention of, and agreements with, the subcontractor.
Citigroup is cooperating fully in the SEC’s investigation and is seeking to resolve the matter in discussions with the SEC Staff. On January 20, 2005, Citigroup stated that it had established an aggregate reserve of $196 million ($25 million in the third quarter of 2004 and $171 million in the fourth quarter of 2004) related to its discussions with the SEC Staff. Settlement negotiations are ongoing and any settlement of this matter with the SEC will require approval by the Citigroup Board and acceptance by the Commission.
Unless and until any settlement is consummated, there can be no assurance that any amount reserved by Citigroup will be distributed. Nor is there at this time any certainty as to how the proceeds of any settlement would be distributed, to whom any such distribution would be made, the methodology by which such distribution would be allocated, and when such distribution would be made.
Although there can be no assurance, Citigroup does not believe that this matter will have a material adverse effect on the Fund. The Fund did not implement the contractual arrangement described above and will not receive any payments.
Page 22
S A L O M O N B R O T H E R S M U N I C I P A L P A R T N E R S F U N D I N C .
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of
Salomon Brothers Municipal Partners Fund Inc.
In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations, of changes in net assets and of cash flows and the financial highlights present fairly, in all material respects, the financial position of Salomon Brothers Municipal Partners Fund Inc. (the “Fund”) at December 31, 2004, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Fund’s management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2004 by correspondence with the custodian, provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
New York, New York
February 22, 2005
Page 23
S A L O M O N B R O T H E R S M U N I C I P A L P A R T N E R S F U N D I N C .
Additional Information (unaudited)
Information about Directors and Officers
The business and affairs of Salomon Brothers Municipal Partners Fund Inc. (“Fund”) are managed under the direction of the Board of Directors. Information pertaining to the Directors and Officers of the Fund is set forth below.
| | | | | | | | Number of | | |
| | | | | | | | Portfolios Advised | | |
| | | | | | | | by SBAM(2), | | |
| | | | Term of | | Principal | | and Overseen by | | |
| | Position(s) | | Office(1) and | | Occupation(s) | | Director | | Other |
| | Held with | | Length of | | During Past | | (including | | Board Memberships |
Name, Address and Birth Year | | Fund(1) | | Time Served | | 5 Years | | the Fund) | | Held by Director |
|
|
|
|
|
|
|
|
|
|
|
Non-Interested Directors: | | | | | | | | | | |
Carol L. Colman | | Director and | | Since | | President, | | 37 | | None |
Colman Consulting Co. | | Member of | | 2002 | | Colman Consulting Co. | | | | |
278 Hawley Road | | the Nominating | | | | | | | | |
North Salem, | | and Audit | | | | | | | | |
NY 10560 | | Committees, | | | | | | | | |
Birth Year: 1946 | | Class I | | | | | | | | |
| | | | | | | | | | |
Daniel P. Cronin | | Director and | | Since | | Formerly, Associate | | 34 | | None |
24 Woodlawn Avenue | | Member of the | | 2002 | | General Counsel, | | | | |
New Rochelle, NY 10804 | | Nominating | | | | Pfizer Inc. | | | | |
Birth Year: 1946 | | and Audit | | | | | | | | |
| | Committees, | | | | | | | | |
| | Class II | | | | | | | | |
| | | | | | | | | | |
Leslie H. Gelb | | Director and | | Since | | President, Emeritus and | | 34 | | Director of two |
150 East 69th Street | | Member of the | | 2001 | | Senior Board Fellow, | | | | registered |
New York, NY 10021 | | Nominating | | | | The Council on Foreign | | | | investment |
Birth Year: 1937 | | and Audit | | | | Relations; formerly, | | | | companies |
| | Committees, | | | | Columnist, Deputy | | | | advised by |
| | Class I | | | | Editorial Page Editor | | | | Advantage |
| | | | | | and Editor, Op-Ed Page, | | | | Advisers, Inc. |
| | | | | | The New York Times | | | | (“Advantage”) |
| | | | | | | | | | |
William R. Hutchinson | | Director and | | Since | | President, W.R. | | 44 | | Associated |
535 N. Michigan Avenue | | Member of | | 2003 | | Hutchinson & Associates | | | | Banc-Corp. |
Suite 1012 | | Nominating | | | | Inc.; Formerly Group | | | | |
Chicago, IL 60611 | | and Audit | | | | Vice President, Mergers | | | | |
Birth Year: 1942 | | Committees, | | | | and Acquisitions, BP | | | | |
| | Class III | | | | Amoco P.L.C. | | | | |
| | | | | | | | | | |
Riordan Roett | | Director and | | Since | | Professor and Director, | | 34 | | None |
The Johns Hopkins | | Member of the | | 1997 | | Latin America Studies | | | | |
University | | Nominating | | | | Program, Paul H. Nitze | | | | |
1740 Massachusetts Avenue | | and Audit | | | | School of Advanced | | | | |
NW Washington, DC 20036 | | Committees, | | | | International Studies, | | | | |
Birth Year: 1938 | | Class I | | | | The Johns Hopkins | | | | |
| | | | | | University | | | | |
Page 24
S A L O M O N B R O T H E R S M U N I C I P A L P A R T N E R S F U N D I N C .
Additional Information (unaudited) (continued)
| | | | | | | | Number of | | |
| | | | | | | | Portfolios Advised | | |
| | | | | | | | by SBAM(2), | | |
| | | | Term of | | Principal | | and Overseen by | | |
| | Position(s) | | Office(1) and | | Occupation(s) | | Director | | Other |
| | Held with | | Length of | | During Past | | (including | | Board Memberships |
Name, Address and Birth Year | | Fund(1) | | Time Served | | 5 Years | | the Fund) | | Held by Director |
|
|
|
|
|
|
|
|
|
|
|
Jeswald W. Salacuse | | Director and | | Since | | Henry J. Braker | | 34 | | Director of two |
Tufts University | | Member of the | | 2000 | | Professor of Commercial | | | | registered |
The Fletcher School of | | Nominating | | | | Law and formerly Dean, | | | | investment |
Law & Diplomacy | | and Audit | | | | The Fletcher School of | | | | companies |
160 Packard Avenue | | Committees, | | | | Law & Diplomacy, Tufts | | | | advised by |
Medford, MA 02155 | | Class III | | | | University | | | | Advantage |
Birth Year: 1938 | | | | | | | | | | |
|
Interested Directors: | | | | | | | | | | |
R. Jay Gerken, CFA(3) | | Director, Class II, | | Since | | Managing Director of | | 219 | | None |
Citigroup Asset | | Chairman | | 2002 | | Citigroup Global Markets | | | | |
Management (“CAM”) | | and Chief | | | | Inc. (“CGM”); Chairman, | | | | |
399 Park Avenue, 4th Floor | | Executive Officer | | | | President, Chief | | | | |
New York, NY 10022 | | | | | | Executive Officer and | | | | |
Birth Year: 1951 | | | | | | Director of Smith Barney | | | | |
| | | | | | Fund Management LLC | | | | |
| | | | | | (“SBFM”), Travelers | | | | |
| | | | | | Investment Adviser, Inc. | | | | |
| | | | | | (“TIA”) and Citi Fund | | | | |
| | | | | | Management Inc. | | | | |
| | | | | | (“CFM”); President and | | | | |
| | | | | | Chief Executive Officer | | | | |
| | | | | | of certain mutual funds | | | | |
| | | | | | associated with Citigroup | | | | |
| | | | | | Inc. (“Citigroup”): | | | | |
| | | | | | Formerly Portfolio | | | | |
| | | | | | Manager of Smith Barney | | | | |
| | | | | | Allocation Series Inc. | | | | |
| | | | | | (from 1996 to 2001) and | | | | |
| | | | | | Smith Barney Growth | | | | |
| | | | | | and Income Fund (from | | | | |
| | | | | | 1996 to 2000) | | | | |
Page 25
S A L O M O N B R O T H E R S M U N I C I P A L P A R T N E R S F U N D I N C .
Additional Information (unaudited) (continued)
| | | | | | | | Number of | | |
| | | | | | | | Portfolios Advised | | |
| | | | | | | | by SBAM(2), | | |
| | | | Term of | | Principal | | and Overseen by | | |
| | Position(s) | | Office(1) and | | Occupation(s) | | Director | | Other |
| | Held with | | Length of | | During Past | | (including | | Board Memberships |
Name, Address and Birth Year | | Fund(1) | | Time Served | | 5 Years | | the Fund) | | Held by Director |
|
|
|
|
|
|
|
|
|
|
|
Officers: | | | | | | | | | | |
Peter J. Wilby, CFA | | President | | Since | | Managing Director of | | N/A | | N/A |
CAM | | | | 2002 | | CGM and SBAM | | | | |
399 Park Avenue, 4th Floor | | | | | | | | | | |
New York, NY 10022 | | Executive Vice | | 1994- | | | | | | |
Birth Year: 1958 | | President | | 2002 | | | | | | |
|
Andrew B. Shoup | | Senior Vice | | Since | | Director of CAM; Senior | | N/A | | N/A |
CAM | | President and | | 2003 | | Vice President and Chief | | | | |
125 Broad Street, 11th Floor | | Chief Administrative | | | | Administrative Officer of | | | | |
New York, NY 10004 | | Officer | | | | mutual funds associated | | | | |
Birth Year: 1956 | | | | | | with Citigroup; Treasurer | | | | |
| | | | | | of certain mutual funds | | | | |
| | | | | | associated with Citigroup; | | | | |
| | | | | | Head of International Funds | | |
| | | | | | Administration of CAM | | | | |
| | | | | | (from 2001 to 2003); | | | | |
| | | | | | Director of Global Funds | | | | |
| | | | | | Administration of CAM | | | | |
| | | | | | (from 2000 to 2001); | | | | |
| | | | | | Head of U.S. Citibank Funds | | |
| | | | | | Administration of CAM | | | | |
| | | | | | (from 1998 to 2000) | | | | |
| | | | | | | | | | |
Frances M. Guggino | | Chief | | Since | | Vice President of CGM; | | N/A | | N/A |
CAM | | Financial | | 2004 | | Chief Financial Officer | | | | |
125 Broad Street, 10th Floor | | Officer and | | | | and Treasurer of certain | | | | |
New York, NY 10004 | | Treasurer | | | | mutual funds associated | | | | |
Birth Year: 1957 | | | | | | with Citigroup; | | | | |
| | Controller | | 1999- | | Controller of certain | | | | |
| | | | 2004 | | mutual funds associated | | | | |
| | | | | | with Citigroup (from | | | | |
| | | | | | 1999 to 2004) | | | | |
| | | | | | | | | | |
Robert E. Amodeo | | Executive Vice | | Since | | Managing Director | | N/A | | N/A |
CAM | | President | | 1999 | | of SBAM and CGM | | | | |
399 Park Avenue, 4th Floor | | | | | | since December 2001; | | | | |
New York, NY 10022 | | | | | | Director of SBAM | | | | |
Birth Year: 1964 | | | | | | and CGM since | | | | |
| | | | | | December 1998; | | | | |
| | | | | | Vice President of | | | | |
| | | | | | SBAM and CGM | | | | |
| | | | | | from January 1996 | | | | |
| | | | | | to December 1998 | | | | |
Page 26
S A L O M O N B R O T H E R S M U N I C I P A L P A R T N E R S F U N D I N C .
Additional Information (unaudited) (continued)
| | | | | | | | Number of | | |
| | | | | | | | Portfolios Advised | | |
| | | | | | | | by SBAM(2), | | |
| | | | Term of | | Principal | | and Overseen by | | |
| | Position(s) | | Office(1) and | | Occupation(s) | | Director | | Other |
| | Held with | | Length of | | During Past | | (including | | Board Memberships |
Name, Address and Birth Year | | Fund(1) | | Time Served | | 5 Years | | the Fund) | | Held by Director |
|
|
|
|
|
|
|
|
|
|
|
Andrew Beagley | | Chief | | Since | | Director of CGM (since N/A | | N/A |
CAM | | Compliance | | 2004 | | 2000); Director of | | | | |
399 Park Avenue 4th Floor | | Officer | | | | Compliance, North | | | | |
New York, NY 10022 | | | | | | America, CAM (since | | | | |
Birth Year: 1962 | | | | | | 2000); Chief Anti-Money | | | | |
| | | | | | Laundering Compliance | | | | |
| | | | | | Officer, Chief Compliance | | | | |
| | | | | | Officer and Vice President | | | | |
| | | | | | of certain mutual funds | | | | |
| | | | | | associated with Citigroup; | | | | |
| | | | | | Director of Compliance, | | | | |
| | | | | | Europe, the Middle East | | | | |
| | | | | | and Africa, CAM (from | | | | |
| | | | | | 1999 to 2000); Compliance | | | | |
| | | | | | Officer, Salomon Brothers | | | | |
| | | | | | Asset Management | | | | |
| | | | | | Limited, Smith Barney | | | | |
| | | | | | Global Capital | | | | |
| | | | | | Management Inc., Salomon | | |
| | | | | | Brothers Asset | | | | |
| | | | | | Management Asia Pacific | | | | |
| | | | | | Limited (from 1997 to 1999) | | |
| | | | | | | | | | |
Wendy S. Setnicka | | Controller | | Since | | Vice President of CAM; | | N/A | | N/A |
CAM | | | | 2004 | | Controller of certain | | | | |
125 Broad Street, 10th Floor | | | | | | mutual funds associated | | | | |
New York, NY 10004 | | | | | | with Citigroup; Assistant | | | | |
Birth Year: 1964 | | | | | | Controller of CAM (from | | | | |
| | | | | | 2002 to 2004); Accounting | | | | |
| | | | | | Manager of CAM (from | | | | |
| | | | | | 1998 to 2002) | | | | |
| | | | | | | | | | |
Robert I. Frenkel | | Secretary and | | Since | | Managing Director and | | N/A | | N/A |
CAM | | Chief Legal | | 2003 | | General Counsel of Global | | | | |
300 First Stamford Place | | Officer | | | | Mutual Funds for CAM | | | | |
4th Floor | | | | | | and its predecessor (since | | | | |
Stamford, CT 06902 | | | | | | 1994); Secretary of CFM | | | | |
Birth Year: 1954 | | | | | | (from 2001 to 2004); | | | | |
| | | | | | Secretary and Chief Legal | | | | |
| | | | | | Officer of mutual funds | | | | |
| | | | | | associated with Citigroup | | | | |
| | | | | | | | | | |
|
(1) | The Fund’s Board of Directors is divided into three classes: Class I, Class II and Class III. The terms of office of the Class I, II and III Directors expire at the Annual Meetings of Stockholders in the year 2006, year 2005 and year 2007, respectively, or thereafter in each case when their respective successors are duly elected and qualified. 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. |
| |
(2) | Number of portfolios advised by SBAM or affiliates of SBAM. |
| |
(3) | Mr. Gerken is an “interested person” of the Fund as defined in the Investment Company Act of 1940, as amended, because Mr. Gerken is an officer of SBFM and certain of its affiliates |
|
Page 27
S A L O M O N B R O T H E R S M U N I C I P A L P A R T N E R S F U N D I N C .
Annual Chief Executive Officer and Chief Financial Officer Certification (unaudited)
The Fund’s CEO has submitted to the NYSE the required annual certification and, the Fund also has included the certifications of the Fund’s CEO and CFO required by Section 302 of the Sarbanes-Oxley Act in the Fund’s Form N-CSR filed with the SEC, for the period of this report.
Page 28
S A L O M O N B R O T H E R S M U N I C I P A L P A R T N E R S F U N D I N C .
Important Tax Information (unaudited)
All of the net investment income distributions paid monthly by the Fund during the taxable year ended December 31, 2004 to common shareholders qualify as tax-exempt interest dividends for federal income tax purposes. Additionally, the Fund paid a long-term capital gain distribution of $0.068 per share to common shareholders of record on December 7, 2004.
Additionally, all of the net investment income distributions paid by the Fund to the Auction Rate Preferred Stockholders, with the exception of those listed below, qualify as tax-exempt interest dividends for federal income tax purposes.
| | Per share | |
Auction Rate Preferred Stockholders: | Record Date | Amount | |
|
| Long-term capital gains | 12/6/2004 | $17.26 | | |
| Long-term capital gains | 12/13/2004 | $22.77 | | |
` | Long-term capital gains | 12/20/2004 | $6.63 | | |
|
|
|
|
Please retain this information for your records.
Page 29
S A L O M O N B R O T H E R S M U N I C I P A L P A R T N E R S F U N D I N C .
Dividend Reinvestment Plan (unaudited)
Pursuant to certain rules of the Securities and Exchange Commission, the following additional disclosure is provided.
Pursuant to the Fund’s Dividend Reinvestment Plan (“Plan”), holders of Common Stock whose shares of Common Stock are registered in their own names will be deemed to have elected to have all distributions automatically reinvested by EquiServe Trust Company, N.A. (“Plan Agent”) in Fund shares pursuant to the Plan, unless they elect to receive distributions in cash. Holders of Common Stock who elect to receive distributions in cash will receive all distributions in cash by check in dollars mailed directly to the holder by the Plan Agent as dividend-paying agent. Holders of Common Stock who do not wish to have distributions automatically reinvested should notify the Plan Agent at the address below. Distributions with respect to Common Stock registered in the name of a bank, broker-dealer or other nominee (i.e., in “street name”) will be reinvested under the Plan unless the service is not provided by the bank, broker-dealer or other nominee or the holder elects to receive dividends and distributions in cash. Investors who own shares registered in the name of a bank, broker-dealer or other nominee should consult with such nominee as to participation in the Plan through such nominee, and may be required to have their shares registered in their own names in order to participate in the Plan.
The Plan Agent serves as agent for the holders of Common Stock in administering the Plan. After the Fund declares a dividend on the Common Stock or determines to make a capital gain distribution, the Plan Agent will, as agent for the participants, receive the cash payment and use it to buy the Fund’s Common Stock in the open market, on the New York Stock Exchange or elsewhere, for the participants’ accounts. The Fund will not issue any new shares of Common Stock in connection with the Plan.
Participants have the option of making additional cash payments to the Plan Agent, monthly, in a minimum amount of $250, for investment in the Fund’s Common Stock. The Plan Agent will use all such funds received from participants to purchase shares of Common Stock in the open market on or about the first business day of each month. To avoid unnecessary cash accumulations, and also to allow ample time for receipt and processing by the Plan Agent, it is suggested that participants send in voluntary cash payments to be received by the Plan Agent approximately ten days before an applicable purchase date specified above. A participant may withdraw a voluntary cash payment by written notice, if the notice is received by the Plan Agent not less than 48 hours before such payment is to be invested.
The Plan Agent maintains all shareholder accounts in the Plan and furnishes written confirmations of all transactions in an account, including information needed by shareholders for personal and tax records. Shares of Common Stock in the account of each Plan participant will be held by the Plan Agent in the name of the participant, and each shareholder’s proxy will include those shares purchased pursuant to the Plan.
In the case of holders of Common Stock, such as banks, broker-dealers or other nominees, who hold shares for others who are beneficial owners, the Plan Agent will administer the Plan on the basis of the number of shares of Common Stock certified from time to time by the holders as representing the total amount registered in such holders’ names and held for the account of beneficial owners that have not elected to receive distributions in cash.
Page 30
S A L O M O N B R O T H E R S M U N I C I P A L P A R T N E R S F U N D I N C .
Dividend Reinvestment Plan (unaudited) (continued)
There is no charge to participants for reinvesting dividends or capital gains distributions or voluntary cash payments. The Plan Agent’s fees for the reinvestment of dividends and capital gains distributions and voluntary cash payments will be paid by the Fund. However, each participant will pay a pro rata share of brokerage commissions incurred with respect to the Plan Agent’s open market purchases in connection with the reinvestment of dividends and distributions and voluntary cash payments made by the participant. The receipt of dividends and distributions under the Plan will not relieve participants of any income tax which may be payable on such dividends or distributions.
Participants may terminate their accounts under the Plan by notifying the Plan Agent in writing. Such termination will be effective immediately if notice in writing is received by the Plan Agent not less than ten days prior to any dividend or distribution record date. Upon termination, the Plan Agent will send the participant a certificate for the full shares held in the account and a cash adjustment for any fractional shares or, upon written instruction from the participant, the Plan Agent will sell part or all of the participant’s shares and remit the proceeds to the participant, less a $2.50 fee plus brokerage commission for the transaction.
Experience under the Plan may indicate that changes in the Plan are desirable. Accordingly, the Fund and the Plan Agent reserve the right to terminate the Plan as applied to any voluntary cash payments made and any dividend or distribution paid subsequent to notice of the termination sent to all participants in the Plan at least 30 days before the record date for the dividend or distribution. The Plan also may be amended by the Fund or the Plan Agent upon at least 30 days’ written notice to participants in the Plan.
All correspondence concerning the Plan should be directed to the Plan Agent, P.O. Box 43010, Providence, Rhode Island 02940-3010.
Page 31
S A L O M O N B R O T H E R S M U N I C I P A L P A R T N E R S F U N D I N C .
Additional Shareholder Information (unaudited)
This report is transmitted to the shareholders of Salomon Brothers Municipal Partners Fund Inc. for their information. This is not a prospectus, circular or representation intended for use in the purchase of shares of the Fund or any securities mentioned in this report.
Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940, as amended, that the Fund may purchase at market prices from time to time shares of its common stock in the open market.
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the SEC’s website at www.sec.gov. The Funds Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington D.C., and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. To obtain information on Form N-Q from the Fund, shareholders can call 1-800-446-1013.
Information on how the Fund voted proxies relating to portfolio securities during the 12 month period ended June 30, 2004 and a description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available (1) without charge, upon request, by calling 1-800-446-1013, (2) on the Fund’s website at www.citigroupAM.com and (3) on the SEC’s website at www.sec.gov.
Page 32
S A L O M O N B R O T H E R S M U N I C I P A L P A R T N E R S F U N D I N C .
Directors | Salomon Brothers Municipal Partners Fund Inc. |
| | |
C A R O L L. C O L M A N | | 125 Broad Street |
| | 10th Floor, MF-2 |
D A N I E L P. C R O N I N | | New York, New York 10004 |
| | Telephone 1-888-777-0102 |
L E S L I E H. G E L B |
|
R. JAY G E R K E N , CFA | I N V E S T M E N T M A N A G E R |
| | Salomon Brothers Asset Management Inc |
W I L L I A M R. H U T C H I N S O N | | 399 Park Avenue |
| | New York, New York 10022 |
R I O R D A N R O E T T |
| A U C T I O N AG E N T |
JE S WA L D W. S A L A C U S E | | Deutsche Bank |
| | 60 Wall Street |
| | New York, New York 10005 |
Officers |
| C U S T O D I A N |
R. JAY G E R K E N , CFA | | State Street Bank and Trust Company |
Chairman and | | 225 Franklin Street |
Chief Executive Officer | | Boston, Massachusetts 02110 |
|
P E T E R J. W I L B Y, CFA | T R A N S F E R AG E N T |
President | | EquiServe Trust Company, N.A. |
| | P.O. Box 43010 |
A N D R E W B. S H O U P | | Providence, Rhode Island 02940-3010 |
Senior Vice President and |
Chief Administrative Officer | L E G A L C O U N S E L |
| | Simpson Thacher & Bartlett LLP |
F R A N C E S M. G U G G I N O | | 425 Lexington Avenue |
Chief Financial Officer and | | New York, New York 10017-3954 |
Treasurer | | |
| I N D E P E N D E N T R E G I S T E R E D P U B L I C AC C O U N T I N G F I R M |
R O B E R T E. A M O D E O | | PricewaterhouseCoopers LLP |
Executive Vice President | | 300 Madison Avenue |
| | New York, New York 10017 |
A N D R E W B E A G L E Y | | |
Chief Compliance Officer | N E W Y O R K S T O C K E X C H A N G E S Y M B O L |
| | MNP |
W E N D Y S. S E T N I C K A | | |
Controller |
|
R O B E R T I. F R E N K E L |
Secretary and |
Chief Legal Officer |
Page 33
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Salomon Brothers
Municipal Partners
Fund Inc.
Annual Report
D E C E M B E R 3 1, 2 0 0 4
![](https://capedge.com/proxy/N-CSR/0000930413-05-001687/c34608x36x1.jpg)
EquiServe Trust Company, N A. | |
P.O. Box 43010 | |
Providence, .Rhode Island 02940-3010 | |
| |
| |
| MNPANN 12/04 |
| 05-7830 |
ITEM 2. CODE OF ETHICS. |
|
| | The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, |
| | principal financial officer, principal accounting officer or controller. |
|
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. |
|
| | The Board of Directors of the registrant has determined that William R. Hutchinson, the Chairman of |
| | the Board’s Audit Committee, possesses the technical attributes identified in Instruction 2(b) of Item |
| | 3 to Form N-CSR to qualify as an “audit committee financial expert,” and has designated Mr. |
| | Hutchinson as the Audit Committee’s financial expert. Mr. Hutchinson is an “independent” Director |
| | pursuant to paragraph (a)(2) of Item 3 to Form N-CSR. |
|
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES |
|
(a) | | Audit Fees for Salomon Brothers Municipal Partners Fund Inc. were $40,000 and $40,000 for the years ended |
| | 12/31/04 and 12/31/03, respectively. |
|
(b) | | Audit-Related Fees for Salomon Brothers Municipal Partners Fund Inc. were $32,000 and $32,000 for the |
| | years ended 12/31/04 and 12/31/03. These amounts represent procedures performed and prepared for agreed |
| | upon procedures letter related to maintenance testing in connection with the Auction Rate Preferred Stock. |
|
| | In addition, there were no Audit-Related Fees billed in the years ended 12/31/04 and 12/31/03 for assurance and related services by the Accountant to the Registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the Salomon Brothers Municipal Partners Fund Inc. (““service affiliates”), that were reasonably related to the performance of the annual audit of the service affiliates. Accordingly, there were no such fees that required pre-approval by the Audit Committee for the period May 6, 2003 to December 31, 2004 (prior to May 6, 2003 services provided by the Accountant were not required to be pre-approved). |
|
(c) | | Tax Fees for Salomon Brothers Municipal Partners Fund Inc. were $3,000 and $3,000 for the years ended 12/31/04 and 12/31/03. These amounts represent aggregate fees paid for tax compliance and tax advice, which includes (the filing and amendment of federal, state and local income tax returns, timely RIC qualification review and tax distribution and analysis planning) rendered by the Accountant to Salomon Brothers Municipal Partners Fund Inc. |
|
| | There were no fees billed for tax services by the Accountants to service affiliates for the period May 6, 2003 through December 31, 2004 that required pre-approval by the Audit Committee. |
|
(d) | | There were no All Other Fees for Salomon Brothers Municipal Partners Fund Inc. for the years ended |
| | 12/31/04 and 12/31/03. |
|
| | All Other Fees. The aggregate fees billed for all other non-audit services rendered by the Accountant to Salomon Brothers Asset Management (“SBAM”), and any entity controlling, controlled by or under common control with SBAM that provided ongoing services to Salomon Brothers Municipal Partners Fund Inc., requiring pre-approval by the Audit Committee for the period May 6, 2003 through December 31, 2004, which included the issuance of reports on internal control under SAS No. 70 relating to various Citigroup Asset Management (“CAM”) entities, a profitability review of the Adviser, and phase 1 of an analysis of Citigroup’s current and future real estate occupancy requirements in the tri-state area and security risk issues in the New York metro region, were $1.34 million; all of which were pre-approved by the Audit Committee. |
|
(e) | | (1) Audit Committee’s pre-approval policies and procedures described in paragraph (c) (7) of Rule 2-01 of |
| | Regulation S-X. |
|
| | The Charter for the Audit Committee (the “Committee”) of the Board of each registered investment company (the “Fund”) advised by Smith Barney Fund Management LLC or Salomon Brothers Asset Management Inc. or one of their affiliates (each, an “Adviser”) requires that the Committee shall approve (a) all audit and permissible non-audit services to be provided to the Fund and (b) all permissible non-audit services to be provided by the Fund’s independent registered public accounting firm to the Adviser and any Covered Service Providers if the engagement relates directly to the operations and financial reporting of the Fund. The Committee may implement policies and procedures by which such services are approved other than by the full Committee. |
| | |
| | The Committee shall not approve non-audit services that the Committee believes may impair the independence of the independent registered public accounting firm. As of the date of the approval of this Audit Committee Charter, permissible non-audit services include any professional services (including tax services), that are not prohibited services as described below, provided to the Fund by the independent registered public accounting firm, other than those provided to the Fund in connection with an audit or a review of the financial statements of the Fund. Permissible non-audit services may not include: (i) bookkeeping or other services related to the accounting records or financial statements of the Fund; (ii) financial information systems design and implementation; (iii) appraisal or valuation services, fairness opinions or contribution-in-kind reports; (iv) actuarial services; (v) internal audit outsourcing services; (vi) management functions or human resources; (vii) broker or dealer, investment adviser or investment banking services; (viii) legal services and expert services unrelated to the audit; and (ix) any other service the Public Company Accounting Oversight Board determines, by regulation, is impermissible. |
|
| | Pre-approval by the Committee of any permissible non-audit services is not required so long as: (i) the aggregate amount of all such permissible non-audit services provided to the Fund, the Adviser and any service providers controlling, controlled by or under common control with the Adviser that provide ongoing services to the Fund (“Covered Service Providers”) constitutes not more than 5% of the total amount of revenues paid to the independent auditors during the fiscal year in which the permissible non-audit services are provided to (a) the Fund, (b) the Adviser and (c) any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the Fund during the fiscal year in which the services are provided that would have to be approved by the Committee; (ii) the permissible non-audit services were not recognized by the Fund at the time of the engagement to be non-audit services; and (iii) such services are promptly brought to the attention of the Committee and approved by the Committee (or its delegate(s)) prior to the completion of the audit. |
|
| | (2) For the Salomon Brothers Municipal Partners Fund Inc., the percentage of fees that were approved by the audit committee, with respect to: Audit-Related Fees were 100% and 100% for the years ended 12/31/04 and 12/31/03; Tax Fees were 100% and 100% for the years ended 12/31/04 and 12/31/03. There were no Other Fees paid by the Salomon Brothers Municipal Partners Fund Inc. |
|
(f) | | N/A |
|
(g) | | Non-audit fees billed by the Accountant for services rendered to Salomon Brothers Municipal Partners Fund Inc. and CAM and any entity controlling, controlled by, or under common control with CAM that provides ongoing services to Salomon Brothers Municipal Partners Fund Inc. were $2.74 million and $6.4 million for the years ended 12/31/04 and 12/31/03. |
|
(h) | | Yes. The Salomon Brothers Municipal Partners Fund Inc.’s Audit Committee has considered whether the provision of non-audit services that were rendered to Service Affiliates which were not pre-approved (not requiring pre- approval) is compatible with maintaining the Auditor's independence. All services provided by the Accountant to the Salomon Brothers Municipal Partners Fund Inc. or to Service Affiliates which were required to be pre-approved were pre-approved as required. |
|
|
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. |
|
| | Not applicable. |
|
ITEM 6. [RESERVED] |
|
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END |
MANAGEMENT INVESTMENT COMPANIES. |
| The Board of Directors of the Fund has delegated the authority to develop policies and procedures |
| relating to proxy voting to the Manager. The Manager is part of Citigroup Asset Management |
| (“CAM”), a group of investment adviser affiliates of Citigroup, Inc. (“Citigroup”). Along with the |
| other investment advisers that comprise CAM, the Manager has adopted a set of proxy voting |
| policies and procedures (the “Policies”) to ensure that the Manager votes proxies relating to equity |
| securities in the best interest of clients. |
| |
| In voting proxies, the Manager is guided by general fiduciary principles and seeks to act prudently |
| and solely in the best interest of clients. The Manager attempts to consider all factors that could |
| affect the value of the investment and will vote proxies in the manner that it believes will be |
| consistent with efforts to maximize shareholder values. The Manager may utilize an external service |
| provider to provide it with information and/or a recommendation with regard to proxy votes. |
| However, such recommendations do not relieve the Manager of its responsibility for the proxy vote. |
| |
| In the case of a proxy issue for which there is a stated position in the Policies, CAM generally votes |
| in accordance with such stated position. In the case of a proxy issue for which there is a list of |
| factors set forth in the Policies that CAM considers in voting on such issue, CAM votes on a case-by- |
| case basis in accordance with the general principles set forth above and considering such enumerated |
| factors. In the case of a proxy issue for which there is no stated position or list of factors that CAM |
| considers in voting on such issue, CAM votes on a case-by-case basis in accordance with the general |
| principles set forth above. Issues for which there is a stated position set forth in the Policies or for |
| which there is a list of factors set forth in the Policies that CAM considers in voting on such issues |
| fall into a variety of categories, including election of directors, ratification of auditors, proxy and |
| tender offer defenses, capital structure issues, executive and director compensation, mergers and |
| corporate restructurings, and social and environmental issues. The stated position on an issue set |
| forth in the Policies can always be superseded, subject to the duty to act solely in the best interest of |
| the beneficial owners of accounts, by the investment management professionals responsible for the |
| account whose shares are being voted. Issues applicable to a particular industry may cause CAM to |
| abandon a policy that would have otherwise applied to issuers generally. As a result of the |
| independent investment advisory services provided by distinct CAM business units, there may be |
| occasions when different business units or different portfolio managers within the same business unit |
| vote differently on the same issue. |
| |
| In furtherance of the Manager’s goal to vote proxies in the best interest of clients, the Manager |
| follows procedures designed to identify and address material conflicts that may arise between the |
| Manager’s interests and those of its clients before voting proxies on behalf of such clients. To seek to |
| identify conflicts of interest, CAM periodically notifies CAM employees (including employees of the |
| Manager) in writing that they are under an obligation (i) to be aware of the potential for conflicts of |
| interest with respect to voting proxies on behalf of client accounts both as a result of their personal |
| relationships and due to special circumstances that may arise during the conduct of CAM’s and the |
| Manager’s business, and (ii) to bring conflicts of interest of which they become aware to the attention |
| of compliance personnel. The Manager also maintains and considers a list of significant relationships |
| that could present a conflict of interest for the Manager in voting proxies. The Manager is also |
| sensitive to the fact that a significant, publicized relationship between an issuer and a non-CAM |
| affiliate might appear to the public to influence the manner in which the Manager decides to vote a |
| proxy with respect to such issuer. Absent special circumstances or a significant, publicized non- |
| CAM affiliate relationship that CAM or the Manager for prudential reasons treats as a potential |
| conflict of interest because such relationship might appear to the public to influence the manner in |
| which the Manager decides to vote a proxy, the Manager generally takes the position that non-CAM |
| relationships between Citigroup and an issuer (e.g. investment banking or banking) do not present a |
| conflict of interest for the Manager in voting proxies with respect to such issuer. Such position is |
| based on the fact that the Manager is operated as an independent business unit from other Citigroup |
| business units as well as on the existence of information barriers between the Manager and certain |
| other Citigroup business units. |
| | CAM maintains a Proxy Voting Committee, of which the Manager personnel are members, to review |
| | and address conflicts of interest brought to its attention by compliance personnel. A proxy issue that |
| | will be voted in accordance with a stated position on an issue or in accordance with the |
| | recommendation of an independent third party is not brought to the attention of the Proxy Voting |
| | Committee for a conflict of interest review because the Manager’s position is that to the extent a |
| | conflict of interest issue exists, it is resolved by voting in accordance with a pre-determined policy or |
| | in accordance with the recommendation of an independent third party. With respect to a conflict of |
| | interest brought to its attention, the Proxy Voting Committee first determines whether such conflict of |
| | interest is material. A conflict of interest is considered material to the extent that it is determined that |
| | such conflict is likely to influence, or appear to influence, the Manager’s decision-making in voting |
| | proxies. If it is determined by the Proxy Voting Committee that a conflict of interest is not material, |
| | the Manager may vote proxies notwithstanding the existence of the conflict. |
|
| | If it is determined by the Proxy Voting Committee that a conflict of interest is material, the Proxy |
| | Voting Committee is responsible for determining an appropriate method to resolve such conflict of |
| | interest before the proxy affected by the conflict of interest is voted. Such determination is based on |
| | the particular facts and circumstances, including the importance of the proxy issue and the nature of |
| | the conflict of interest. Methods of resolving a material conflict of interest may include, but are not |
| | limited to, disclosing the conflict to clients and obtaining their consent before voting, or suggesting to |
| | clients that they engage another party to vote the proxy on their behalf. |
|
ITEM 8. [RESERVED] | |
|
ITEM 9. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
|
| | Not applicable. | | |
|
ITEM 10. CONTROLS AND PROCEDURES. |
|
| | (a) | The registrant’s principal executive officer and principal financial officer have concluded |
| | | that the registrant’s disclosure controls and procedures (as defined in Rule 30a- 3(c) under |
| | | the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a |
| | | date within 90 days of the filing date of this report that includes the disclosure required by |
| | | this paragraph, based on their evaluation of the disclosure controls and procedures required |
| | | by Rule 30a-3(b) under the 1940 Act and 15d-15(b) under the Securities Exchange Act of |
| | | 1934. | | |
|
| | (b) | There were no changes in the registrant’s internal control over financial reporting (as |
| | | defined in Rule 30a-3(d) under the 1940 Act) that occurred during the registrant’s last fiscal |
| | | half-year (the registrant’s second fiscal half-year in the case of an annual report) that have |
| | | materially affected, or are likely to materially affect the registrant’s internal control over |
| | | financial reporting. |
|
|
|
ITEM 11. EXHIBITS. | |
|
| | (a) | Code of Ethics attached hereto. |
|
| | Exhibit 99.CODE ETH |
|
| | (b) | Attached hereto. |
|
| | Exhibit 99.CERT | Certifications pursuant to section 302 of the Sarbanes-Oxley Act of 2002 |
|
| | Exhibit 99.906CERT | Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this Report to be signed on its behalf by the undersigned, there unto duly authorized.
Salomon Brothers Municipal Partners Fund Inc.
By: | | /s/ R. Jay Gerken |
| | R. Jay Gerken |
| | Chief Executive Officer of |
| | Salomon Brothers Municipal Partners Fund Inc. |
|
Date: | | March 9, 2005 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: | | /s/ R. Jay Gerken |
| | (R. Jay Gerken) |
| | Chief Executive Officer of |
| | Salomon Brothers Municipal Partners Fund Inc. |
|
Date: | | March 9, 2005 |
|
By: | | /s/ Frances M Guggino |
| | (Frances M Guggino) |
| | Chief Financial Officer of |
| | Salomon Brothers Municipal Partners Fund Inc. |
|
Date: | | March 9, 2005 |