Western Asset Intermediate Muni Fund Inc. (NYSE: SBI), Western Asset Municipal Partners Fund Inc. (NYSE: MNP) and Western Asset Managed Municipals Fund Inc. (NYSE: MMU) today announced approval by each Fund’s Board of Directors of a proposal to merge (i) SBI with and into MMU and (ii) MNP with and into MMU, subject to approval by the stockholders of each Fund. The approval of each merger is not contingent upon the approval of the other merger. If approved, the mergers are anticipated to occur during the third quarter of 2023. If the proposed mergers are approved by the stockholders of each Fund, (i) common stockholders of SBI and MNP would receive common stock of MMU, based on each Fund’s respective net asset value (“NAV”) per share, (ii) holders of SBI’s and MNP’s variable rate demand preferred stock (“VRDPS”) would receive shares of VRDPS of MMU in the same number and with identical terms to their respective VRDPS, and (iii) holders of SBI’s, MNP’s and MMU’s auction rate preferred stock (“ARPS”) would have their shares redeemed in accordance with their terms in advance of the closing of the mergers. Any redemption of ARPS will be contingent upon shareholder approval of the merger for the specific Fund. In lieu of issuing fractional shares of common stock, MMU will pay cash to each former common stockholder of SBI and MNP in an amount equal to the value of the fractional shares of MMU common stock that the investor would otherwise have received in the merger.

Management and each Fund’s Board of Directors believe it is in the best interests of stockholders to merge SBI and MNP with and into MMU in part because the combined Fund may benefit from economies of scale, as one set of fixed expenses would be spread over a larger asset base, as well as from the possibility of enhanced market liquidity and improved market price trading relative to NAV. Furthermore, stockholders of SBI, MNP and MMU would likely benefit from greater asset diversification, in addition to a more streamlined product offering, allowing for more focused marketing and stockholder servicing efforts. Management and each Fund’s investment adviser do not anticipate any material portfolio turnover as a result of the proposed merger. The merger is expected to qualify as a tax-free reorganization for federal income tax purposes.

In connection with the proposal to merge SBI and MNP with and into MMU, the Funds intend to file a combined proxy statement and prospectus with the Securities and Exchange Commission (“SEC”). Investors and stockholders are advised to read the proxy statement and prospectus when it becomes available because it will contain important information. When filed with the SEC, the proxy statement and prospectus and other documents filed by the Funds will be available free of charge at the SEC’s website, http://www.sec.gov. Stockholders can also obtain copies of these documents, when available, for free by calling the Funds at 1-888-777-0102.

SBI, MNP and MMU, their directors and executive officers and investment adviser, members of their management and employees may be deemed to be participants in the solicitation of proxies from the Funds’ stockholders in connection with the proposed merger. Information concerning the interests of the participants in the solicitation will be set forth in the proxy statement and prospectus to be filed with the SEC and is or will be set forth in the stockholder reports of the Funds on Form N-CSR on file and/or to be filed with the SEC.

As of December 31, 2022, SBI had net assets of approximately $124,942,226; MNP had net assets of approximately $130,815,687; and MMU had net assets of approximately $491,289,699. SBI and MNP are diversified closed-end management investment companies. MMU is a non-diversified closed-end investment management company. Each Fund is managed by Legg Mason Partners Fund Advisor, LLC (“LMPFA”) and sub-advised by Western Asset Management Company, LLC (“Western Asset”). Both LMPFA and Western Asset are indirect, wholly-owned subsidiaries of Franklin Resources, Inc.

For more information, please call Investor Relations on 1-888-777-0102, or consult the Funds’ web sites www.franklintempleton.com/investments/options/closed-end-funds. Hard copies of each Fund’s complete audited financial statements are available free of charge upon request.

THIS PRESS RELEASE IS NOT AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL SHARES OF THE FUNDS. THIS PRESS RELEASE MAY CONTAIN STATEMENTS REGARDING PLANS AND EXPECTATIONS FOR THE FUTURE THAT CONSTITUTE FORWARD-LOOKING STATEMENTS WITHIN THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. ALL STATEMENTS OTHER THAN STATEMENTS OF HISTORICAL FACT ARE FORWARD-LOOKING AND CAN BE IDENTIFIED BY THE USE OF WORDS SUCH AS “MAY,” “WILL,” “EXPECT,” “ANTICIPATE,” “ESTIMATE,” “BELIEVE,” “CONTINUE” OR OTHER SIMILAR WORDS. SUCH FORWARD-LOOKING STATEMENTS ARE BASED ON EACH FUND’S CURRENT PLANS AND EXPECTATIONS, AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE DESCRIBED IN THE FORWARD-LOOKING STATEMENTS.

ADDITIONAL INFORMATION CONCERNING SUCH RISKS AND UNCERTAINTIES IS CONTAINED IN EACH FUND’S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION.

About Western Asset

Western Asset is one of the world’s leading fixed-income managers with 50 years of experience and $394.9 billion in assets under management (AUM) as of December 31, 2022. With a focus on long-term fundamental value investing that employs a top-down and bottom-up approach, the firm has nine offices around the globe and deep experience across the range of fixed-income sectors. Founded in 1971, Western Asset has been recognized for delivering superior levels of client service alongside its approach emphasizing team management and intensive proprietary research, supported by robust risk management. To learn more about Western Asset, please visit www.westernasset.com. Western Asset is an independent specialist investment manager of Franklin Templeton.

About Franklin Templeton

Franklin Resources, Inc. is a global investment management organization with subsidiaries operating as Franklin Templeton and serving clients in over 155 countries. Franklin Templeton’s mission is to help clients achieve better outcomes through investment management expertise, wealth management and technology solutions. Through its specialist investment managers, the company offers specialization on a global scale, bringing extensive capabilities in fixed income, equity, alternatives and multi-asset solutions. With offices in more than 30 countries and approximately 1,300 investment professionals, the California-based company has over 75 years of investment experience and over approximately $1.4 trillion in assets under management as of January 30, 2023. For more information, please visit www.franklintempleton.com.

Category: Fund Announcement Source: Franklin Resources, Inc. Source: Legg Mason Closed End Funds

Media: Fund Investor Services-1-888-777-0102

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