SCHEDULE 13D
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
1/22/15
1. NAME OF REPORTING PERSON
Bulldog Investors, LLC
2. CHECK THE BOX IF MEMBER OF A GROUP a[ ]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DE
___________________________________________________________
7. SOLE VOTING POWER
68
8. SHARED VOTING POWER
41
9. SOLE DISPOSITIVE POWER
68
_______________________________________________________
10. SHARED DISPOSITIVE POWER
41
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
109 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
6.41%
14. TYPE OF REPORTING PERSON
IA
___________________________________________________________
1. NAME OF REPORTING PERSON
Phillip Goldstein
2. CHECK THE BOX IF MEMBER OF A GROUP a[]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________
7. SOLE VOTING POWER
68
8. SHARED VOTING POWER
41
9. SOLE DISPOSITIVE POWER
68
_______________________________________________________
10. SHARED DISPOSITIVE POWER
41
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
109 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
6.41%
14. TYPE OF REPORTING PERSON
IN
___________________________________________________________
1. NAME OF REPORTING PERSON
Andrew Dakos
2. CHECK THE BOX IF MEMBER OF A GROUP a[ ]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________
7. SOLE VOTING POWER
68
8. SHARED VOTING POWER
41
9. SOLE DISPOSITIVE POWER
68
_______________________________________________________
10. SHARED DISPOSITIVE POWER
41
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
109 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
6.41%
14. TYPE OF REPORTING PERSON
IN
___________________________________________________________
1. NAME OF REPORTING PERSON
Steven Samuels
2. CHECK THE BOX IF MEMBER OF A GROUP a[ ]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________
7. SOLE VOTING POWER
68
8. SHARED VOTING POWER
41
9. SOLE DISPOSITIVE POWER
68
_______________________________________________________
10. SHARED DISPOSITIVE POWER
41
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
109 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
6.41%
14. TYPE OF REPORTING PERSON
IN
_______________________________________________________
Item 1. SECURITY AND ISSUER
This Schedule 13D relates to the shares of Auction Rate Preferred
of Western Asset Municipal Partners Fund ("MNP" or the "Issuer").
(a) The principal executive offices of MNP are located at
620 Eight Ave.
49th Floor
New York, NY 10018
(b) CUSIP: 95766P207
Item 2. IDENTITY AND BACKGROUND
(a) This statement is filed on behalf of Bulldog Investors,LLC, (a Delaware
Limited Liability Company), Phillip Goldstein, Andrew Dakos and Steven Samuels.
(b) The business address of the reporting persons is Park 80 West-Plaza Two,
250 Pehle Ave., Suite 708, Saddle Brook, NJ 07663.
(c) Bulldog Investors,LLC is a registered investment adviser.
Messrs. Goldstein, Dakos and Samuels are control persons of Bulldog
Investors,LLC.
(d) n/a
(e) n/a
(f) Each of Messrs. Goldstein, Dakos and Samuels is a citizen of the United
States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATIONS
Shares of the Issuer have been accumulated on behalf of clients of
Bulldog Investors,LLC.
ITEM 4. PURPOSE OF TRANSACTION
See exhibit 1 - Letter to MNP Secretary.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As per the N-CSR filed on January 28,2014, there were 1,700 shares of
Auction Rate Preferred outstanding as of November 30,2013. The percentages set
forth herein were derived using such number. Phillip Goldstein, Andrew Dakos
and Steven Samuels own Bulldog Investors,LLC, a registered investment advisor.
As of January 21, 2015, Bulldog Investors,LLC is deemed to be the beneficial
owner of 109 shares of MNP (representing 6.41% of MNP's outstanding shares)
solely by virtue of Bulldog Investors LLC's power to direct the vote
of,and dispose of, these shares. These 109 shares of MNP include 68 shares
(representing 4.00% of MNP's outstanding shares) that are beneficially
owned by the following entities over which Messrs. Goldstein, Dakos and
Mr. Samuels exercise control: Opportunity Partners LP, Calapasas West Partners
LP, Full Value Special Situations Fund, LP, Full Value Offshore Fund, Ltd.,
Full Value Partners, LP, Opportunity Income Plus, LP, and MCM Opportunity
Partners, LP (collectively,"Bulldog Investors Group of Funds").
Bulldog Investors Group of Funds may be deemed to constitute a group. All other
shares included in the aforementioned 109 shares of MNP beneficially owned by
Bulldog Investors, LLC (solely by virtue of its power to sell or direct the vote
of these shares) are also beneficially owned by clients of Bulldog Investors,
LLC who are not members of any group. The total number of these "non-group"
shares is 41 shares (representing 2.41% of MNP's outstanding shares).
(b)Bulldog Investors,LLC has sole power to dispose of and vote 68 shares.
Bulldog Investors, LLC has shared power to dispose of and vote 41 shares.
Certain of Bulldog Investors, LLC's clients (none of whom beneficially own more
than 5% of MNP's shares) share this power with Bulldog Investors, LLC. Messrs.
Goldstein, Dakos and Samuels are control persons of Bulldog Investors, LLC.
c) During the past 60 days no shares of MNP were purchased.
d) Clients of Bulldog Investors, LLC are entitled to receive any dividends or
sales proceeds.
e) N/A
ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
N/A
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
See exhibit 1 and 2
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.
Dated: 1/22/2015
By: /S/ Phillip Goldstein
Name: Phillip Goldstein
By: /S/ Andrew Dakos
Name: Andrew Dakos
By: /S/ Steven Samuels
Name: Steven Samuels
Bulldog Investors, LLC
By: /s/ Andrew Dakos
Andrew Dakos, Member
Footnote 1: The reporting persons disclaim beneficial ownership except
to the extent of any pecuniary interest therein.
Exhibit 1:
Opportunity Partners L.P.
Park 80 West - Plaza Two, 250 Pehle Avenue, Suite 708
Saddle Brook, NJ 07663
201-556-0092
January 22, 2015
Robert I. Frenkel, Esq.
Secretary
Western Asset Municipal Partners Fund Inc. Date: October 23, 2014
620 Eighth Avenue, 49th Floor
New York, NY 10018
Dear Mr. Frenkel:
Opportunity Partners L.P. beneficially owns 16 shares of Auction Rate
Cumulative Preferred Stock, $50,000 par value per share (Cusip 95766P207)
of Western Asset Municipal Partners Fund Inc. (the "Fund"). These shares
are registered on the Fund's stock transfer books in the name of Cede & Co.
Please be advised that at the Fund's next annual meeting of shareholders
Opportunity Partners intends to nominate me for election as a director by
the owners of the Auction Rate Cumulative Preferred Stock, voting separately
as a class. Information about me is contained in the definitive proxy
statement filed with the SEC by Special Opportunities Fund, Inc. on November
26, 2014.
I consent to being named in the proxy statement as a nominee and to
serving as a director of the Fund if elected.
If the board would like to discuss this matter with us, please contact me
at (914) 747-5262 or pgoldstein@bulldoginvestors.com.
Very truly yours,
Phillip Goldstein
/s/ Phillip Goldstein
Member
Bulldog Investors LLC
General Partner
Exhibit 2:
Agreement to Make Joint Filing
Agreement made as of the 22nd day of January, 2015, by and among
Bulldog Investors, LLC, Phillip Goldstein, Andrew Dakos, and Steven Samuels.
WHEREAS, Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 provides
that whenever two or more persons are required to file a statement containing
the information required by Schedule 13D with respect to the same securities,
only one such statement need be filed, so long as, among other things, such
filing includes as an exhibit an agreement among such persons that such a
statement is filed on behalf of each of them;
WHEREAS, in connection with certain holdings of Western Asset Municipal
Partners FUnd (MNP), each of the parties to this Agreement is required
to file a statement containing the information required by Schedule 13D with
respect to the same holdings of MNP;
NOW THEREFORE, the parties hereby agree that one statement containing the
information required by Schedule 13D shall be filed on behalf of each party
hereto.
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto as of the day and year first written above.
By:/s/ Phillip Goldstein By:/s/ Andrew Dakos
Phillip Goldstein Andrew Dakos
BULLDOG INVESTORS, LLC
By: /s/ Steven Samuels By: /s/ Andrew Dakos
Steven Samuels Andrew Dakos, Member