Edgar Filing: MANAGED MUNICIPALS PORTFOLIO INC

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )

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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 toss.(S)240.14a-12

MANAGED MUNICIPALS PORTFOLIO INC.
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(Name of Registrant as Specified in its Charter)

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(Name of Person(s) filing Proxy Statement, if other than Registrant)

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[X] No fee required

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(1) Title of each class of securities to which the transaction applies:

(2) Aggregate number of securities to which transaction applies:

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computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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(4) Date Filed:

MANAGED MUNICIPALS PORTFOLIO INC.
125 BROAD STREET
NEW YORK, NEW YORK 10004

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

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To Be Held on September 12, 2002

To the shareholders of Managed Municipals Portfolio Inc.:

Notice is hereby given that the Annual Meeting of Shareholders of MANAGED
MUNICIPALS PORTFOLIO INC. (the "Portfolio") will be held at the Portfolio's
offices at 153 East 53rd Street, 14th Floor, Conference Room K, New York, New
York, on September 12, 2002 at 2:00 P.M. (New York Time) for the following
purposes:

1.To elect three Class III directors of the Portfolio (Proposal 1);

2.To transact such other business as may properly come before the meeting or
any adjournments thereof.

The Board of Directors has fixed the close of business on July 26, 2002 as
the record date for the determination of shareholders entitled to notice of,
and to vote at, the meeting and any adjournments thereof.

By Order of the Board of Directors

Christina T. Sydor
Secretary
New York, New York
August 13, 2002

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Your vote is important regardless of the size of your holdings in the
Portfolio. Whether or not you plan to attend the meeting, we ask that you
please complete and sign the enclosed proxy card and return it promptly in the
enclosed envelope which needs no postage if mailed in the continental United
States. Instructions for the proper execution of proxies are set forth on the
inside cover.

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 Portfolio 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 the name shown in the registration on the proxy
card.

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
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Corporate Accounts
(1)ABC Corp.......................... ABC Corp.
(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
Custodian 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, Executor

MANAGED MUNICIPALS PORTFOLIO INC.
125 BROAD STREET
NEW YORK, NEW YORK 10004
(800) 451-2010

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PROXY STATEMENT

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FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 12, 2002

INTRODUCTION

This proxy statement is furnished in connection with the solicitation by the
Board of Directors (the "Board") of Managed Municipals Portfolio Inc. (the
"Portfolio") of proxies to be voted at the Annual Meeting of Shareholders (the
"Meeting") of the Portfolio, to be held at the Portfolio's principal executive
offices at 153 East 53rd Street, 14th Floor, Conference Room K, New York, New
York, on September 12, 2002 at 2:00 P.M. (New York Time), and at any
adjournments thereof, for the purposes set forth in the accompanying Notice of
Annual Meeting of Shareholders (the "Notice").

The cost of soliciting proxies and the expenses incurred in preparing this
proxy statement will be borne by the Portfolio. Proxy solicitations will be
made mainly by mail. In addition, certain officers, Directors and employees of
the Portfolio; Salomon Smith Barney Inc. ("Salomon Smith Barney"); Smith Barney
Fund Management LLC ("SBFM" or the "Manager"), the Portfolio's investment
manager, which is an affiliate of Salomon Smith Barney; and/or PFPC Global Fund
Services ("PFPC"), the Portfolio's sub-transfer agent, may solicit proxies in
person or by telephone or mail. Salomon Smith Barney is located at 388
Greenwich Street, New York, NY 10048; SBFM is located at 300 First Stamford
Place, Stamford, Connecticut 06902; PFPC is located at 101 Federal Street,
Boston, Massachusetts 02110. In addition, the Portfolio will reimburse
brokerage firms or other record holders for their expenses in forwarding
solicitation materials to beneficial owners of shares of the Portfolio.

The Annual Report of the Portfolio, including audited financial statements
for the fiscal year ended May 31, 2002, has previously been furnished to all
shareholders of the Portfolio. This proxy statement and form of proxy are first
being mailed to shareholders on or about August 13, 2002. The Portfolio will
provide additional copies of the Annual Report to any shareholder upon request
by calling the Portfolio at 1-800-451-2010.

All properly executed proxies received prior to the Meeting will be voted at
the Meeting in accordance with the instructions marked thereon or otherwise as
provided therein. Unless instructions to the contrary are marked, shares
represented by the proxies will be voted "FOR" all the proposals listed in the
Notice. For purposes of determining the presence of a quorum for transacting
business at the Meeting, abstentions and broker "non-votes" (i.e. proxies from
brokers or nominees indicating that such persons have not received instructions
from the beneficial owner or other persons entitled to vote shares on a
particular matter with respect to which the brokers or nominees do not have
discretionary power) will be treated as shares that are present but which have
not been voted. Because the proposal requires a proportion of the votes cast
for their approval, abstentions and broker "non-votes" may influence whether a
quorum is present but will have no impact on the requisite approval of a
proposal. A quorum consists of the presence (in person or by proxy) of the
holders of a majority of the outstanding shares of the Portfolio entitled to
notice of, and to vote at, the Meeting. Proposal 1 requires for approval the
affirmative vote of a plurality of the votes cast at the Meeting with a quorum
present. Any proxy may be revoked at any time prior to the exercise by
submitting another proxy bearing a later date or by giving written notice to
the Secretary of the Portfolio at the Portfolio's address indicated above or by
voting in person at the Meeting.

The Board knows of no business other than that specifically mentioned in the
Notice that will be presented for consideration at the Meeting. If any other
matters are properly presented, it is the intention of the persons named in the
enclosed proxy to vote in accordance with their best judgment to the extent
permissible under applicable law.

The Board of Directors of the Portfolio has fixed the close of business on
July 26, 2002 as the record date (the "Record Date") for the determination of
shareholders of the Portfolio entitled to notice of and to vote at the Meeting
or any adjournment thereof. The Portfolio has two classes of shares: Common
Stock, par value $.001 per share, and municipal auction rate cumulative
preferred stock ("Preferred Shares"), which have a liquidation preference in
the amount of $25,000 per share (collectively with the Common Stock, the
"Shares"). Shareholders of the Portfolio as of the Record Date will be entitled
to one vote on each matter for each Share held and a fractional vote with
respect to fractional Shares, with no cumulative voting rights. As of the
Record Date, the Portfolio had outstanding 41,855,575.55 shares of Common
Stock, of which 41,059,304.00 shares (98%) were held but not beneficially owned
by CEDE & CO., P.O. Box 20, Bowling Green Station, New York, NY 10004; and
10,000 Preferred Shares outstanding. As of the Record Date, no other person
(including any "group" as that term is used in Section 13(d) of the Securities
Exchange Act of 1934), to the knowledge of the Board, owned beneficially more
than 5% of the outstanding shares of the Portfolio. As of the Record Date, the
officers and Board members of the Portfolio as a group beneficially owned less
than 1% of the outstanding shares of the Portfolio.

In the event that a quorum is not present, or if sufficient votes in favor
of the proposals set forth in the Notice and this Proxy Statement are not
received by the time scheduled for the Meeting, the persons named as proxies
may propose one or more adjournments of the Meeting to permit further
solicitation of proxies with respect to any such proposals. In determining
whether to adjourn the Meeting, the following factors may be considered: the
nature of the proposals that are the subject of the Meeting, the percentage of
votes actually cast, the percentage of negative votes actually cast, the nature
of any further solicitation and the information to be provided to shareholders
with respect to the reasons for the solicitation. Any such adjournment will
require the affirmative vote of a majority of the shares represented at the
Meeting. The persons named as proxies will vote in favor of such adjournment
those shares which they are entitled to vote and which have voted in favor of
such proposals.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

The Board of Directors of the Portfolio is classified into three classes.
The Directors serving in Class III have terms expiring at the Meeting; the
Class III Directors currently serving on the Board have been nominated by the
Board of Directors for election at the Meeting to serve for a term of three
years (until the year 2005 Annual Meeting of Shareholders) or until their
successors have been duly elected and qualified.

The Board of Directors of the Portfolio knows of no reason why any of the
Class III nominees listed below will be unable to serve, and each nominee has
consented to serve if elected, but in the event of any such unavailability, the
proxies received will be voted for such substitute nominees as the Board of
Directors may recommend.

Under the terms of the Fund's Charter, the holders of Preferred Shares are
entitled as a class, to the exclusion of the holders of Common Shares, to elect
two Directors of the Fund. Paolo Cucchi and Robert Frankel had been nominated
by the Fund's Board for election by holders of Preferred Shares ("Preferred
Director"). The Fund's Charter provides that the remaining nominees shall be
elected by holders of Common and Preferred Shares voting together as a single
class.

Unless authority is withheld, it is the intention of the persons named in
the Proxy to vote the Proxy "FOR" the election of the nominees named above.
Each nominee has indicated that he will serve if elected, but if any nominee
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 sets forth certain information regarding the nominees
for election to the Board of the Portfolio, Directors whose terms of office
continue beyond the 2002 annual meeting, and the officers of the Portfolio.

Number of
Portfolios
Term of in Fund
Office Complex
and Principal Overseen
Position(s) Length Occupation(s) by Director Other
Held with of Time During (including Directorships
Name, Address and Age Portfolio Served Past 5 Years the Fund) Held by Director
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Non-Interested Directors:
Allan J. Bloostein Class I Director Since President, Allan J. 16 Director of
27 West 67th Street 1992 Bloostein Associates Taubman Realty
New York, NY 10023 (Consultant); Vice Corporation
Age: 72 Chairman and
Director of May
Department Stores
Company

Dwight B. Crane Class III Director Since Professor, Harvard 23
Havard Business School 1992 Business School
Morgan Hall #375
Boston, MA 02163
Age: 64

Paolo M. Cucchi Class I Director Since Vice President and 7
Drew Univ. 2001 Dean of College of
108 Brothers College Liberal Arts at
Madison, NJ 07904 Drew University
Age: 60

Robert A. Frankel Class II Director Since Managing Partner, 9
9 John Walsh Blvd. 1994 Robert A. Frankel
Peekskill, NY 10566 Management
Age: 75 Consultants;
Corporate Vice
President, The
Readers Digest
Assoc. Inc.

Paul Hardin Class II Director Since Chancellor 16
12083 Morehead 2001 Emeritus and
Chapel Hill, NC 27514 Professor of Law at
Age: 71 the University of
North Carolina at
Chapel Hill

William R. Hutchinson Class III Director Since President, WR 7 Director,
535 N. Michigan 1995 Hutchison & Associated Bank;
Suite 1012 Associates, Inc. Director,
Chicago, IL 60611 (Consultant); Group Associated Banc-
Age: 59 Vice President, Corp.
Mergers &
Acquisitions, BP
Amoco p.l.c.

George M. Pavia Class III Director Since Senior Partner, 7
600 Madison Ave. 2001 Pavia & Harcourt
New York, NY 10022 (Attorneys)
Age: 73

Number of
Portfolios
Term of in Fund
Office Complex
and Principal Overseen
Position(s) Length Occupation(s) by Director Other
Held of Time During (including Directorships
Name, Address and Age with Portfolio Served Past 5 Years the Fund) Held by Director
--------------------- ------------------ ------- ------------------ ----------- ----------------

Interested Directors:
Jay Gerken Class I Director, Since Managing Director, 41
125 Broad Street and President 2002 SSB
New York, NY 10004
Age: 51

Heath B. McLendon* Class II Director, Since Managing Director, 72
125 Broad Street and Chief 1995 SBAM; Managing
New York, NY 10004 Executive Officer Director, SSB;
Age: 69 and Chairman of President and
the Board Director of SBFM
and Travelers
Investment
Adviser, Inc.
("TIA")

Position(s) Term of Office and Length Principal Occupation(s)
Name, Address and Age Held with Portfolio of Time Served** During Past 5 Years
--------------------- --------------------- ------------------------- ------------------------

Officers:
Lewis E. Daidone Senior Vice President Since 1994 Managing Director,
125 Broad Street and Chief SSB; Chief
New York, NY 10004 Administrative Administrative Officer
Age: 44 Officer of the Smith Barney
Mutual Funds; Director
and Senior Vice
President of SBFM and
TIA

Joseph P. Deane Vice President and Since 1993 Managing Director,
333 West 34th Street Investment Officer SSB
New York, NY 10001
Age: 46

Richard L. Peteka Chief Financial Since 2002 Chief Financial Officer
SSB Officer and Treasurer and Treasurer of certain
125 Broad Street Smith Barney Mutual
11th Floor Funds; Director and
New York, NY 10004 Head of Internal
Age: 40 Control for Citigroup
Asset Management U.S.
Mutual Fund
Administration from
1999-2002; Vice
President and Head of
Mutual Fund
Administration and
Treasurer at
Oppenheimer Capital
from 1996-1999

Kaprel Ozsolak Controller Since 2002 Vice President of SSB
SSB
125 Broad Street
9th Floor
New York, NY 10004
Age: 36

Officers:
Christina T. Sydor Secretary Since 1994 Managing Director,
300 First Stamford Place SSB; General Counsel
Stamford, CT 06902 and Secretary, SBFM
Age: 51 and TIA

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* Mr. McLendon anticipates that his responsibilities at SBAM, SSB and SBFM will
change as of December 31, 2002. Consistent with this change in
responsibilities, Mr. McLendon anticipates that he will resign from the Board
at that time.
**The Fund's executive officers are chosen each year at a meeting of the Board
of the Fund, to hold office for one year and until their respective
successors are duly elected and qualified.

The following table provides information concerning the dollar range of
equity securities in the Portfolio and the aggregate dollar range of equity
securities in the SBFM Family of Investment Companies (as defined below)
beneficially owned by each Director.

Aggregate Dollar Range
of Equity Securities
in All Funds
Overseen by
Dollar Range of Director in SBFM
Equity Securities Family of Investment
Name of Nominee in the Portfolio*(1)(2) Companies*(1)(3)
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Allan J. Bloostein B E
Dwight B. Crane C E
Paolo M. Cucchi A B
Robert A. Frankel C E
Jay Gerken A E
Paul Hardin B C
William R. Hutchinson B B
Heath B. McLendon C E
George M. Pavia A A

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* The dollar ranges are as follows: "A" = none; "B" = $1--$10,000; "C" =
$10,001--$50,000; "D" = $50,001--$100,000; "E" = over $100,000.
(1)This information has been furnished by each director as of December 31,
2001. "Beneficial Ownership" is determined in accordance with Rule
16a-1(a)(2) promulgated under the Securities Exchange Act of 1934 ("1934
Act").
(2)The Portfolio's directors and officers, in the aggregate, own less than 1%
of the Portfolio's outstanding equity securities.
(3)"Family of Investment Companies" means those registered investment companies
that share an investment adviser and that hold themselves out to investors
as related companies for purposes of investment and investor services.

Under the federal securities laws, the Portfolio is required to provide to
shareholders, for each nominee for election as Director of the Fund who is not
an "interested person" as defined in the Investment Company Act of 1940 ("1940
Act"), each "non-interested" Director and his or her immediate family members,

information as to each class of securities owned beneficially or of record in
SBFM or person or entity (other than a fund) directly or indirectly
controlling, controlled by or under common control with SBFM. SBFM is an
indirect wholly-owned subsidiary of Citigroup Inc. As of December 31, 2001, as
reported to the Portfolio, none of the nominees for election as Director who
are not "interested persons" of the Portfolio, none of the "non-interested"
Directors and none of their immediate family members owned beneficially or of
record securities issued by Citigroup Inc.

During the fiscal year ended May 31, 2002, each Director who was not a
director, officer, partner, co-partner or employee of SSB, or any affiliate
thereof, received $5,000 per annum plus $500 per in-person Board Meeting and
$100 per telephonic Board meeting. Officers of the Portfolio are compensated by
SSB. Aggregate fees and expenses (including reimbursement for travel and
out-of-pocket expenses) of $4,326 were paid to such Directors by the Portfolio
during the year ended December 31, 2001.

Under the federal securities laws, the Portfolio is required to provide to
shareholders in connection with the Meeting information regarding compensation
paid to the Directors by the Portfolio, as well as by the various other
investment companies advised by SBFM. The following table provides information
concerning the compensation paid to each Director during the fiscal year ended
May 31, 2002. All officers of the Portfolio are employees of and are
compensated by SSB. None of the Portfolio's executive officers or Directors who
are also officers or directors of SSB received any compensation from the
Portfolio for such period. The Portfolio does not provide any pension or
retirement benefits to Directors, although it does offer Directors who have
served the Portfolio for at least 10 years and have reached at least the age of
70, but not more than 80, to be emeritus directors for a period of up to 10
years at fees of one-half the fees paid to a Director.

Total Compensation
Aggregate From Fund and
Compensation Fund Complex Paid
Name of Director From Fund to Directors
---------------- ------------ ------------------

Allan J. Bloostein $7,100 $117,100
Dwight B. Crane 5,950 143,550
Paolo M. Cucchi 7,200 30,100
Robert A. Frankel 7,200 77,600
R. Jay Gerken 0 0
Paul Hardin 6,700 110,800
William R. Hutchison 7,200 43,900
Heath McLendon 0 0
George M. Pavia 7,200 40,600

During the fiscal year ended May 31, 2002, the Board convened 7 times. Each
Director attended at least seventy-five percent of the aggregate number of
meetings of the Board and any committees on which he served during the period
for which he was a Director.

Messrs. Bloostein, Crane, Cucchi, Frankel, Hardin, Hutchison and Pavia
constitute the Portfolio's Audit Committee, which is composed of Directors who
are "non-interested" persons of the Portfolio and who are independent (as such
term is defined by the New York Stock Exchange's listing standards). The Audit
Committee convened two times during the fiscal year ended May 31, 2002. The
Audit Committee of a fund advises the full Board with respect to accounting,
auditing and financial matters affecting that fund. The Directors constituting
the Portfolio's Audit Committee also constitute the Portfolio's Nominating
Committee, which is composed of "non-interested" Directors of the Portfolio.
The Nominating Committee met one time during the fiscal year ended May 31,
2002. 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 Portfolio which includes biographical data and sets forth the
qualifications of the proposed nominee. The Portfolio has a Pricing Committee
composed of the Chairman and as many "non-interested" Directors as can be
reached at the time although at least one "non-interested" Director is
necessary for a quorum. The Pricing Committee is charged with determining fair
value prices for securities when required. The Portfolio does not have a
Compensation Committee.

Report of the Audit Committee

Pursuant to a meeting of the Audit Committee on July 25, 2002, the Audit
Committee reports that it has (i) reviewed and discussed the Portfolio's
audited financial statements with management; (ii) discussed with KPMG LLP
("KPMG"), the independent auditors to the Portfolio the matters (such as the
quality of the Portfolio's accounting principles and internal controls)
required to be discussed by Statement on Auditing Standards No. 61;
Communications with Audit Committees, as currently modified or supplemented,
including, but not limited to, the scope of the Portfolio's audit, the
Portfolio's financial statements and the Portfolio's accounting controls, and
(iii) received written confirmation from KPMG that it is independent and
written disclosures regarding such independence as required by Independence
Standards Board Standard No. 1, and discussed with KPMG the auditor's
independence.

Pursuant to the Audit Committee Charter adopted by the Portfolio's Board,
the Audit Committee is responsible for conferring with the Portfolio's
independent public accountants, reviewing annual financial statements and
recommending the selection of the Portfolio's independent public accountants.
The Audit Committee advises the full Board with respect to accounting, auditing
and financial matters affecting the Portfolio. The independent public
accountants are responsible for planning and carrying out the proper audits and
reviews of the Portfolio's financial statements and expressing an opinion as to
their conformity with accounting principles generally accepted in the United
States of America.

The members of the Audit Committee are not professionally engaged in the
practice of auditing or accounting and are not employed by the Portfolio for
accounting, financial management or internal control. Moreover, the Audit
Committee relies on and makes no independent verification of the facts
presented to it or representations made by management or the independent public
accountants. Accordingly, the Audit Committee's oversight does not provide an
independent basis to determine that management has maintained appropriate
accounting and financial reporting principles and policies, or internal
controls and procedures, designed to assure compliance with accounting
standards and applicable laws and regulations. Furthermore, the Audit
Committee's considerations and discussions referred to above do not provide
assurance that the audit of the Portfolio's financial statements has been
carried out in accordance with generally accepted accounting standards or that
the financial statements are presented in accordance with generally accepted
accounting principles.

Based on review and discussions referred to in items (i) through (iii)
above, the Audit Committee recommended to the Board (and the Board has
approved) that the audited financial statements be included in the Portfolio's
annual report for the Portfolio's fiscal year ended May 31, 2002.

Submitted by the Audit Committee of the Portfolio's Board of Directors

Allan J. Bloostein
Dwight B. Crane
Paolo M. Cucchi
Robert A. Frankel
Paul Hardin
William R. Hutchison
George M. Pavia

Independent Public Accountants

At a meeting held on February 6, 2002, the Audit Committee approved the
selection of KPMG for the fiscal year ending May 31, 2003. KPMG has informed
the Portfolio that it has no material direct or indirect financial interest in
the Portfolio.

No representative of KPMG will be available at the Meeting to answer
questions, although KPMG has been given an opportunity to make a statement.

Audit Fees. Fees for the annual audit of the Portfolio's financial
statements by KPMG for the fiscal year ended May 31, 2002 were $32,500.

Financial Information Systems Design and Implementation Fees. There were no
fees billed for financial information systems design and implementation
services rendered by KPMG to the Portfolio, SBFM and entities controlling,
controlled by or under common control with SBFM that provide services to the
Portfolio for the fiscal year ended May 31, 2002.

All Other Fees. The aggregate fees billed for all other non-audit services,
including fees for tax related services, rendered by KPMG to the Portfolio,
SBFM and entities controlled by or affiliated with SBFM that provide services
to the Portfolio for the fiscal year ended May 31, 2002 were $9,500. The Audit
Committee of the Portfolio has determined that provision of these non-audit
services is compatible with maintaining the independence of KPMG.

Required Vote

Proposal 1 requires for approval the affirmative vote of a majority of votes
cast at the Meeting with a quorum present, in person or by proxy, by the
shareholders of the Portfolio voting on the matter. Because abstentions and
broker non-votes are not treated as shares voted, abstentions and broker
non-votes would have no impact on Proposal 1.

The Board of Directors, including the "non-interested" Directors, recommends
that the shareholders vote "FOR" the Portfolio's nominees for Director.

ADDITIONAL INFORMATION

Beneficial Owners

As of the record date, to the knowledge of the Portfolio and the Board, no
single person or "group" (as that term is used in section 13(d) of the 1934
Act), beneficially owned more than 5% of the outstanding shares of the
Portfolio.

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 require the Portfolio's officers and directors, the Manager,
affiliates of the Manager, and persons who beneficially own more than ten
percent of a registered class of the Portfolio's outstanding securities to file
reports of ownership of the Portfolio's securities and changes in such
ownership with the SEC and The New York Stock Exchange, Inc. ("NYSE"). Such
persons are required by SEC regulations to furnish the Portfolio with copies of
all such filings. Based solely upon its review of the copies of such filings
received by it and written representations by such persons, the Portfolio
believes that, for the fiscal year 2002, all filing requirements applicable to
such persons were complied with except that timely filings were not made for
Kaprel Ozsolak on Form 3, Virgil Cumming on Form 3, Michael Day on Form 3, and
Robert Wallace on Form 3. However, during the 2002 fiscal year, no purchases
and sales were made by any of the foregoing people and they have each
subsequently filed Form 3s.

OTHER MATTERS

The Portfolio knows of no other matters which are to be brought before the
Meeting. However, if any other matters not now known or determined properly
come before the Meeting, it is the intention of the persons named in the
enclosed form of Proxy to vote such Proxy in accordance with their judgment on
such matters.

All proxies received will be voted in favor of all proposals, unless
otherwise directed therein.

SUBMISSION OF SHAREHOLDER PROPOSALS

Shareholder proposals intended to be presented at the 2002 Annual Meeting of
the shareholders of the Portfolio must be received by April 17, 2003 to be
included in the proxy statement and the form of proxy relating to that meeting,
as the Portfolio expects that the 2002 Annual Meeting will be held in September
2002. The submission by a shareholder of a proposal for inclusion in the proxy
statement does not guarantee that it will be included. Shareholder proposals
are subject to certain regulations under the federal securities laws.

The persons named as proxies for the Annual Meeting of Shareholders for 2002
will have discretionary authority to vote on any matter presented by a
shareholder for action at that meeting unless the Portfolio receives notice of
the matter by June 27, 2003, in which case these persons will not have
discretionary voting authority except as provided in the Securities and
Exchange Commission's rules governing shareholder proposals.

It is important that proxies be returned promptly. Shareholders who do not
expect to attend the meeting are therefore urged to complete and sign, date and
return the proxy card as soon as possible in the enclosed postage-paid envelope.

By Order of the Board of Directors,

Christina T. Sydor
Secretary
August 13, 2002

Appendix A

MANAGED MUNICIPALS PORTFOLIO INC.
AUDIT COMMITTEE CHARTER

I. Composition of the Audit Committee: The Audit Committee shall be
comprised of at least three directors, each of whom shall have no relationship
to the Managed Municipals Portfolio Inc. (the "Company") that may interfere
with the exercise of their independence from management and the Company and
shall otherwise satisfy the applicable membership requirements under the rules
of the New York Stock Exchange, Inc, as such requirements are interpreted by
the Board of Directors in its business judgment.

II. Purposes of the Audit Committee: The purposes of the Audit Committee
are to assist the Board of Directors:

1. in its oversight of the Company's accounting and financial reporting
principles and policies and audit controls and procedures;

2. in its oversight of the Company's financial statements and the
independent audit thereof;

3. in selecting (or nominating the outside auditors to be proposed for
shareholder approval in any proxy statement), evaluating and, where
deemed appropriate, replacing the outside auditors; and

4. in evaluating the independence of the outside auditors.

The function of the Audit Committee is oversight. The management of the
Company is responsible for the preparation, presentation and integrity of the
Company's financial statements. Management and the internal auditing department
are responsible for maintaining appropriate accounting and financial reporting
principles and policies and internal controls and procedures designed to assure
compliance with accounting standards and applicable laws and regulations. The
outside auditors are responsible for planning and carrying out a proper audit
in accordance with Generally Accepted Auditing Standards. In fulfilling their
responsibilities hereunder, it is recognized that members of the Audit
Committee are not full-time employees of the Company and are not, and do not
represent themselves to be, accountants or auditors by profession or experts in
the fields of accounting or auditing. As such, it is not the duty or
responsibility of the Audit Committee or its members to conduct "field work" or
other types of auditing or accounting reviews or procedures, and each member of
the Audit Committee shall be entitled to rely on (i) the integrity of those
persons and organizations within and outside the Company that it receives
information from and (ii) the accuracy of the financial and other information
provided to the Audit Committee by such persons and organizations absent actual
knowledge to the contrary (which shall be promptly reported to the Board of
Directors).

A-1

The outside auditors for the Company are ultimately accountable to the Board
of Directors (as assisted by the Audit Committee). The Board of Directors, with
the assistance of the Audit Committee, has ultimate authority and
responsibility to select, evaluate and, where appropriate, replace the outside
auditors (or to nominate the outside auditors to be proposed for shareholder
approval in the proxy statement).

The outside auditors shall submit to the Audit Committee annually a formal
written statement delineating all relationships between the outside auditors
and the Company ("Statement as to Independence") which, in the auditor's
professional judgment may be reasonably thought to bear on independence,
addressing at least the matters set forth in Independence Standards Board No. 1.

III. Meetings of the Audit Committee: The Audit Committee shall meet at
least annually with the outside auditors to discuss the annual audited
financial statements and results of their audit. The Audit Committee may
request any officer or employee of the Company or the Company's outside counsel
or outside auditors to attend a meeting of the Audit Committee or to meet with
any members of, or consultants to, the Audit Committee.

IV. Duties and Powers of the Audit Committee: To carry out its purposes,
the Audit Committee shall have the following duties and powers:

1. to provide advice to the Board of Directors in selecting, evaluating or
replacing outside auditors;

2. to review the fees charged by the outside auditors for audit and
non-audit services;

3. to ensure that the outside auditors prepare and deliver annually a
Statement as to Independence (it being understood that the outside
auditors are responsible for the accuracy and completeness of this
Statement), to discuss with the outside auditors any relationships or
services disclosed in this Statement that may impact the objectivity and
independence of the Company's outside auditors and to recommend that the
Board of Directors take appropriate action in response to this Statement
to satisfy itself of the outside auditors' independence;

4. to instruct the auditors that the outside auditors are ultimately
accountable to the Board of Directors and Audit Committee;

5. to advise management and the outside auditors that they are expected to
provide to the Audit Committee a timely analysis of significant
financial reporting issues and practices;

6. to consider any reports or communications (and management's responses
thereto) submitted to the Audit Committee by the outside auditors
required by or referred to in SAS 61 (as codified by AU Section 380), as
may be modified or supplemented, including reports and communications
related to:

A-2

. deficiencies noted in the audit in the design or operation of
internal controls;

. consideration of fraud in a financial statement audit;

. detection of illegal acts;

. the outside auditors' responsibility under generally accepted
auditing standards;

. significant accounting policies;

. management judgments and accounting estimates;

. adjustments arising from the audit;

. the responsibility of the outside auditors for other information in
documents containing audited financial statements;

. disagreements with management;

. consultation by management with other accountants;

. major issues discussed with management prior to retention of the
outside auditors;

. difficulties encountered with management in performing the audit;

. the outside auditors' judgments about the quality of the entity's
accounting principles; and

. reviews of interim financial information conducted by the outside
auditors.

7. with respect to reporting and recommendations, to discuss with the
Company's General Counsel any significant legal matters that may have a
material effect on the financial statements, the Company's compliance
policies, including material notices to or inquiries received from
governmental agencies;

8. to prepare any report, including any recommendation of the Audit
Committee, required by the rules of the Securities and Exchange
Commission to be included in the Company's annual proxy statement;

9. to review this Charter at least annually and recommend any changes to
the full Board of Directors; and

10.to report its activities to the full Board of Directors on a regular
basis and to make such recommendations with respect to the above and
other matters as the Audit Committee may deem necessary or appropriate.

V. Resources and Authority of the Audit Committee: The Audit Committee
shall have the resources and authority appropriate to discharge its
responsibilities, including the authority to engage outside auditors for
special audits, reviews and other procedures and to retain special counsel and
other experts or consultants.

A-3

PROXY

MANAGED MUNICIPALS PORTFOLIO INC.

PROXY SOLICITED BY THE BOARD OF DIRECTORS

The undersigned holder of common stock of Managed Municipals Portfolio Inc.
(the "Fund") a Maryland corporation, hereby appoints Heath B. McLendon and
William J. Renahan 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 the Fund. The undersigned is
entitled to vote at the Annual Meeting of Shareholders of the Fund to be held at
the offices of the Fund, 153 East 53rd Street, 14th Floor, room K, New York, New
York on September 12, 2002 at 2:00 p.m., and any adjournment thereof. The
undersigned hereby acknowledges receipt of the Notice of Annual Meeting and
Proxy Statement dated August 9, 2002 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 persons 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 proxies previously given.

SEE REVERSE SEE REVERSE
SIDE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE

[X] Please mark
votes as in
this example.

This proxy, if properly executed will be voted in the manner directed by the
undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
ELECTION OF NOMINEES AS DIRECTORS. Please refer to the Proxy Statement for a
discussion of the Proposal.

1. ELECTION OF DIRECTORS.

Nominees: (01) Dwight B. Crane, (02) William R. Hutchinson
and (03) George M. Pavia

FOR WITHHOLD
[_] [_]

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

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [_]

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.

NOTE: Please sign 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: Signature: Date:
------------- -------- -------------- ---------

PROXY

MANAGED MUNICIPALS PORTFOLIO INC.

PROXY SOLICITED BY THE BOARD OF DIRECTORS

The undersigned holder of shares of municipal auction rate cumulative
preferred stock ("Preferred Shares") of Managed Municipals Portfolio Inc. (the
"Fund") a Maryland corporation, hereby appoints Heath B. McLendon and William J.
Renahan 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 Shares of the Fund. The undersigned
is entitled to vote at the Annual Meeting of Shareholders of the Fund to be held
at the offices of the Fund, 153 East 53rd Street, 14th Floor, room K, New York,
New York on September 12, 2002 at 2:00 p.m., and any adjournment thereof. The
undersigned hereby acknowledges receipt of the Notice of Meeting and Proxy
Statement dated August 9, 2002 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 persons
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 proxies previously given.

SEE REVERSE SEE REVERSE
SIDE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE

[X] Please mark
votes as in
this example.

The Board of Directors recommends a vote "FOR" the following proposal. This
proxy, if properly executed, will be voted in the manner directed by the
undersigned shareholder. If no direction is made, this proxy will be voted FOR
election of each nominee as director. Please refer to the Proxy Statement for a
discussion of the proposal.

1. ELECTION OF DIRECTORS

Nominees: (01) Dwight B. Crane, (02) William R. Hutchison
and (03) George M. Pavia.

FOR WITHHOLD
[_] [_]

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

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [_]

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.

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