SBF Morgan Stanley Spx Abslt Rtrn Barriernt

Major Investor Says Open-ending Will Permanently Eliminate the Discount to Net Asset Value NEW YORK, Nov. 15 /PRNewswire/ -- Elliott Associates, L.P. and Elliott International, L.P. (collectively "Elliott"), who together are among the largest stockholders of The Salomon Brothers Fund Inc (NYSE:SBF), today announced that following the unanimous decision by the SBF Board of Directors to seek an open-ending of the Fund in 2006, which will allow all shares to be redeemed at net asset value (NAV), Elliott will terminate its proxy solicitation contest and vote FOR a proposed new management agreement when a special meeting of stockholders, scheduled for later today, is convened. The proposal to open-end the Fund is subject to stockholder approval and is also conditioned on stockholder approval of the new management agreement between the Fund and Salomon Brothers Asset Management Inc ("SBAM"). Elliott, a stockholder since 2002 and the beneficial owner of 5.88 million shares, or approximately 6%, of SBF urged all stockholders to vote FOR the new management agreement now that the SBF Board has agreed to take steps to permanently eliminate the discount to NAV by open-ending the Fund. "The decision by the SBF Board to propose an open-ending of the Fund is a welcome development that, if consummated, will allow all stockholders to redeem their shares at NAV, subject to a redemption fee that will not exceed 0.75%. This result could not have been achieved without the strong support of other large and small SBF stockholders," said Mark Levine, the portfolio manager at Elliott who oversees the SBF investment. Elliott also announced that it has entered into a settlement agreement with SBF, pursuant to which Elliott agreed to terminate its proxy solicitation contest and work with the SBF Board to obtain stockholder approval of the new management agreement and the conversion to open-end status. The termination of the proxy contest means that Elliott will not vote any of the proxies it has received in relation to the vote on the new management agreement. Stockholders who executed blue cards can assure their votes will be counted by executing and returning a WHITE proxy card or by calling 1-888-293- 6728. In light of the decision by the SBF Board to seek an open-ending, Elliott is now recommending that stockholders vote FOR the new management agreement. The special meeting at which stockholders will vote on open-ending the Fund is expected to occur in the first quarter of 2006. About Elliott Associates, L.P. Elliott Associates, L.P. and its sister fund, Elliott International, L.P., have more than $5.5 billion of capital under management as of October 2005. Founded in 1977, Elliott Associates is one of the oldest funds of its kind under continuous management. THE SUMMARY OF THE SETTLEMENTS REACHED BY ELLIOTT AND SBF REFERRED TO IN THIS PRESS RELEASE IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE FULL TEXT OF THE SETTLEMENT AGREEMENTS REACHED BY ELLIOTT, SBF AND SBAM, WHICH WILL BE FILED BY SBF WITH THE SEC AND WILL BE AVAILABLE FOR FREE ON THE SEC'S WEBSITE, http://www.sec.gov/. ELLIOTT, SBF AND SBAM HAVE AGREED NOT TO MAKE ANY ADDITIONAL PUBLIC STATEMENTS RELATING TO THE SETTLEMENTS. DATASOURCE: Elliott Associates, L.P. CONTACT: Scott Tagliarino, of Elliott Associates, L.P., +1-212-506-2999, cell: +1-917-922-2364

Copyright