-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EaQkEhBQKpr55k+9gdxdMGQOIQ/geX0g0l3RYKOJtKL5TbNplmXLdI6suhl0fY8B ZynmGdQhbNXy3GGcLG/ipQ== 0000893750-02-000649.txt : 20021028 0000893750-02-000649.hdr.sgml : 20021028 20021028163728 ACCESSION NUMBER: 0000893750-02-000649 CONFORMED SUBMISSION TYPE: PRE 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20021211 FILED AS OF DATE: 20021028 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GLOBAL PARTNERS INCOME FUND INC CENTRAL INDEX KEY: 0000911638 IRS NUMBER: 313731196 STATE OF INCORPORATION: MD FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: PRE 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-07994 FILM NUMBER: 02800189 BUSINESS ADDRESS: STREET 1: SEVEN WORLD TRADE CENTER STREET 2: 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10048 BUSINESS PHONE: 2127831301 MAIL ADDRESS: STREET 1: 7 WORLD TRADE CENTER STREET 2: 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10048 PRE 14A 1 prem14a.txt SCHEDULE 14A Schedule 14A Information (Rule 14A-101) Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) /X/ Filed by the Registrant /_/ Filed by a Party other than the Registrant Check the appropriate box: /X/ Preliminary Proxy Statement /_/ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) /_/ Definitive Proxy Statement /_/ Definitive Additional Materials /_/ Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 Global Partners Income Fund Inc. (Name of Registrant as Specified In Its Charter) Payment of Filing Fee (check the appropriate box): /X/ No fee required. /_/ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: _______________________________________________________________ (2) Aggregate number of securities to which transaction applies: _______________________________________________________________ (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it is determined): _______________________________________________________________ (4) Proposed maximum aggregate value of transaction: _______________________________________________________________ (5) Total fee paid: _______________________________________________________________ /_/ 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: _______________________________________________________________ (2) Form, Schedule or Registration Statement No.: _______________________________________________________________ (3) Filing Party: _______________________________________________________________ (4) Date Filed: _______________________________________________________________ THE EMERGING MARKETS INCOME FUND INC THE EMERGING MARKETS INCOME FUND II INC THE EMERGING MARKETS FLOATING RATE FUND INC. GLOBAL PARTNERS INCOME FUND INC. MUNICIPAL PARTNERS FUND INC. MUNICIPAL PARTNERS FUND II INC. November [11], 2002 Dear Stockholder: We are pleased to enclose the notice and proxy statement for the Special Joint Meetings of Stockholders (the "Special Meetings") of The Emerging Markets Income Fund II Inc, The Emerging Markets Floating Rate Fund Inc., Municipal Partners Fund Inc. and Municipal Partners Fund II Inc., and the Annual Joint Meetings of Stockholders of The Emerging Markets Income Fund Inc and Global Partners Income Fund Inc. (the "Annual Meetings" and, together with the "Special Meetings," the "Meetings") to be held on December 11, 2002. Each Fund is referred to in this notice and proxy statement as a "Fund," and collectively as the "Funds." On October 22, 2002, PIMCO Advisors Fund Management LLC (formerly known as PIMCO Funds Advisors LLC) ("PIMCO Advisors") and Salomon Brothers Asset Management Inc ("SBAM") entered into a purchase agreement pursuant to which SBAM agreed to acquire the investment management and advisory business of PIMCO Advisors with respect to the Funds, (the "Transactions"). Upon consummation of the Transactions, PIMCO Advisors will cease to act as investment manager or adviser to the Funds and SBAM will become the sole investment manager to the Funds. As such, SBAM will continue to be responsible for the day-to-day management of each Fund's portfolio and will assume full responsibility for the overall investment programs of the Funds. In addition, SBAM will continue to provide the high level of portfolio investment services to which the Funds are accustomed. The closing of the Transactions is subject to a number of conditions, including approval by the Board of Directors and stockholders of each Fund of a new investment advisory and administration agreement with SBAM. The Board of Directors of each Fund approved each new investment advisory and administration agreement with SBAM at a meeting of the Board of Directors of each Fund on October 23, 2002. At the Meetings, stockholders of each of the Funds will be asked to approve a new investment advisory and administration agreement which will combine the services currently provided pursuant to separate agreements between the Fund and PIMCO Advisors, PIMCO Advisors and SBAM and/or the Fund and SBAM, into one agreement for each Fund between the Fund and SBAM whereby SBAM will perform all management, advisory and administrative services for the Fund and receive the total fees (reduced, as described below) currently paid by the Funds to PIMCO Advisors and SBAM. Pursuant to the new proposed investment advisory and administration agreement for The Emerging Markets Income Fund Inc and The Emerging Markets Income Fund II Inc, services will be provided by SBAM for a fee at a rate equal to 0.15% less than the combined fee rate currently paid by the respective Fund. Pursuant to the new proposed investment advisory and administration agreement for The Emerging Markets Floating Rate Fund Inc., Global Partners Income Fund Inc., Municipal Partners Fund Inc. and Municipal Partners Fund II Inc., services will be provided by SBAM for a fee at a rate equal to 0.05% less than the combined fee rate currently paid by the respective Fund. In addition, the stockholders of The Emerging Markets Income Fund Inc and Global Partners Income Fund Inc. will be asked to vote on the election of Directors for those two Funds. Because the Funds are affected similarly by the Transactions, each Fund's Board of Directors determined it would be most efficient to prepare a single combined notice and proxy statement which has been sent to the stockholders of all of the Funds. If you are a stockholder of more than one Fund, you will receive the combined notice of meetings, a proxy statement for all of the Funds and a proxy card only for the Funds in which you are a stockholder. Each Fund votes separately, so please sign and return all of your proxy cards if you are a stockholder of more than one Fund. Please note that you are not being asked to vote on every proposal included in the proxy statement. The enclosed proxy statement describes which Funds' stockholders are being asked to vote on each proposal, and the enclosed proxy card(s) provide(s) for voting only with respect to the proposals relating to the Fund(s) in which you are a stockholder. After careful consideration, each Fund's Board of Directors, including its independent Directors, unanimously approved each proposal relating to the Fund and recommends that its stockholders vote "FOR" each such proposal. We urge you to review the enclosed materials for all of the details of the proposals described above. It is very important that you complete and return the enclosed proxy card(s). We thought that it would be helpful to provide the following questions and answers regarding the approval of the new investment advisory and administration agreement(s). They are designed to help you answer questions you may have and help you cast your votes, and are being provided as a supplement to, not a substitute for, the proxy statement, which we urge you to review carefully. Please feel free to contact [_______] to answer any questions you may have regarding the voting of your shares. If we have not received your proxy card(s) prior to the date of the Meetings, you may receive a telephone call from [______] encouraging you to exercise your right to vote. As always, we thank you for your confidence and support. Sincerely, R. Jay Gerken and Stephen J. Treadway Co-Chairmen of: The Emerging Markets Income Fund Inc, The Emerging Markets Income Fund II Inc, The Emerging Markets Floating Rate Fund Inc., Global Partners Income Fund Inc., Municipal Partners Fund Inc., and Municipal Partners Fund II Inc. QUESTIONS & ANSWERS Q: UNDER THE NEW INVESTMENT ADVISORY AND ADMINISTRATION AGREEMENT, WHO WILL BE THE NEW INVESTMENT ADVISER FOR EACH FUND? A: SBAM, which is currently responsible for the day-to-day management of each Fund's portfolio, will take over all investment management, advisory and administration responsibilities on behalf of each Fund for which a new investment advisory and administration agreement is approved. SBAM will be responsible for the overall investment programs of the Funds. In addition, SBAM will continue to provide the high level of portfolio investment services to which the Funds are accustomed. Q: WHY AM I BEING ASKED TO VOTE ON THESE PROPOSALS? A: On October 22, 2002, PIMCO Advisors and SBAM entered into a purchase agreement whereby the two entities mutually agreed that SBAM would acquire the investment management and advisory business of PIMCO Advisors with respect to each of the Funds subject to certain conditions. One of the conditions to the closing of the transactions contemplated by the purchase agreement with respect to a particular Fund is the approval of a new investment advisory and administration agreement by the Board of Directors and stockholders of that Fund. The Board of Directors of each Fund approved each new investment advisory and administration agreement with SBAM at a meeting of the Board of Directors of each Fund on October 23, 2002. Q: HOW WILL THE NEW INVESTMENT ADVISORY AND ADMINISTRATION AGREEMENT AFFECT ME AS A FUND STOCKHOLDER? A: Under the new investment advisory and administration agreements, the overall cost of investment management, advisory and administrative services will decrease. Under the new investment advisory and administration agreement for The Emerging Markets Income Fund Inc and The Emerging Markets Income Fund II Inc, the fee rate paid to SBAM, will be 0.15% lower than the combined fee rate currently received by PIMCO Advisors and SBAM under the existing agreements. Under the new investment advisory and administration agreement for The Emerging Markets Floating Rate Fund Inc., Global Partners Income Fund Inc., Municipal Partners Fund Inc. and Municipal Partners Fund II Inc., the fee rate paid to SBAM, will be 0.05% lower than the combined fee rate currently received by PIMCO Advisors and SBAM under the existing agreements. Although SBAM will receive an increased fee rate in return for the increased services it will provide, the overall fee rate payable by each Fund will be lower than the combined fee rate currently paid by the Fund, and indirectly by the stockholders of the Fund, for advisory and administrative services. Q: WILL THERE BE ANY OTHER CHANGES TO THE FUND? A: Upon the closing of the transactions contemplated by the purchase agreement, Stephen J. Treadway will resign from each of the Fund's Board of Directors and from all positions as an officer of each of the Funds. Newton B. Schott, Jr. and Brian S. Shlissel will also resign their positions as officers of each of the Funds. Messrs. Treadway, Schott and Shlissel are affiliated with PIMCO Advisors. Q: HOW DO THE BOARDS RECOMMEND THAT I VOTE? A: After careful consideration, each of the Fund's Boards of Directors, including its independent Directors, unanimously recommends that stockholders vote "FOR" approval of the new investment advisory and administration agreement and, with respect to the Funds holding Annual Meetings, "FOR" the election of Directors. Q: WHOM DO I CALL IF I HAVE QUESTIONS? A: Please feel free to call [_____], at [______]to answer any questions you may have regarding the voting of your shares. - ---------------------------------------------------------------------------- PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD(S) IN THE POSTAGE-PAID ENVELOPE. YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. - ---------------------------------------------------------------------------- THE EMERGING MARKETS INCOME FUND INC THE EMERGING MARKETS INCOME FUND II INC THE EMERGING MARKETS FLOATING RATE FUND INC. GLOBAL PARTNERS INCOME FUND INC. MUNICIPAL PARTNERS FUND INC. MUNICIPAL PARTNERS FUND II INC. NOTICE OF ANNUAL AND SPECIAL JOINT MEETINGS OF STOCKHOLDERS November [11], 2002 To the Stockholders: The Special Joint Meetings of Stockholders (the "Special Meetings") of The Emerging Markets Income Fund II Inc, The Emerging Markets Floating Rate Fund Inc., Municipal Partners Fund Inc. and Municipal Partners Fund II Inc., and the Annual Joint Meetings of Stockholders (the "Annual Meetings" and, together with the "Special Meetings," the "Meetings") of The Emerging Markets Income Fund Inc and Global Partners Income Fund Inc. will be held at Citigroup Center, 153 East 53rd Street, 14th Floor, Conference Room K, New York, New York, on Wednesday, December 11, 2002, at [3 p.m.], New York time. The Meetings will be held for the purposes of considering and voting upon the following: The following Proposal relates to each Fund: 1. The approval of a new investment advisory and administration agreement between Salomon Brothers Asset Management Inc ("SBAM") and each of The Emerging Markets Income Fund Inc, The Emerging Markets Income Fund II Inc, The Emerging Markets Floating Rate Fund Inc., Global Partners Income Fund Inc., Municipal Partners Fund Inc. and Municipal Partners Fund II Inc. (each individually, a "Fund" and collectively, the "Funds"). The following Proposal relates to The Emerging Markets Income Fund Inc and Global Partners Income Fund Inc. only: 2. The election of Directors. The following relates to each Fund: 3. Any other business that may properly come before the Meetings or any adjournment(s) thereof. The close of business on November 4, 2002 has been fixed as the record date for the determination of stockholders entitled to notice of and to vote at the Meetings. By Order of the Boards of Directors, Christina T. Sydor Secretary of the following Funds: The Emerging Markets Income Fund Inc, The Emerging Markets Income Fund II Inc, The Emerging Markets Floating Rate Fund Inc., Global Partners Income Fund Inc., Municipal Partners Fund Inc. and Municipal Partners Fund II Inc. - --------------------------------------------------------------------------- TO AVOID FURTHER SOLICITATION, WE URGE YOU to indicate voting instructions on the enclosed proxy, date and sign it and return it promptly in the envelope provided, no matter how large or how small your holdings may be. - --------------------------------------------------------------------------- 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 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 a name shown in the registration. 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 ------------ --------------- Corporate Accounts (1) ABC Corp....................... ABC Corp. (by John Doe, Treasurer) (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 Custodial 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, Jr., Executor THE EMERGING MARKETS INCOME FUND INC THE EMERGING MARKETS INCOME FUND II INC THE EMERGING MARKETS FLOATING RATE FUND INC. GLOBAL PARTNERS INCOME FUND INC. MUNICIPAL PARTNERS FUND INC. MUNICIPAL PARTNERS FUND II INC. ----------------- COMBINED PROXY STATEMENT ANNUAL AND SPECIAL JOINT MEETINGS OF STOCKHOLDERS This combined proxy statement (the "Proxy Statement") is furnished in connection with a solicitation by the Boards of Directors of The Emerging Markets Income Fund II Inc, The Emerging Markets Floating Rate Fund Inc., Municipal Partners Fund Inc. and Municipal Partners Fund II Inc. of proxies to be used at the Special Joint Meetings of Stockholders (the "Special Meetings") of those Funds, and by the Boards of Directors of The Emerging Markets Income Fund Inc and Global Partners Income Fund Inc. of proxies to be used at the Annual Joint Meetings of Stockholders (the "Annual Meetings" and, together with the "Special Meetings," the "Meetings"), to be held at Citigroup Center, 153 East 53rd Street, 14th Floor, Conference Room K, New York, New York, on Wednesday, December 11, 2002, at [3 p.m.], New York time (and at any adjournment or adjournments thereof) for the purposes set forth in the accompanying Notice of Annual and Special Joint Meetings of Stockholders. This Proxy Statement and the accompanying form of proxy are first being mailed to stockholders on or about November [11], 2002. At the Meetings, stockholders of each of The Emerging Markets Income Fund Inc, The Emerging Markets Income Fund II Inc, The Emerging Markets Floating Rate Fund Inc., Global Partners Income Fund Inc., Municipal Partners Fund Inc. and Municipal Partners Fund II Inc. (each individually, a "Fund" and collectively, the "Funds") will be asked to approve a new investment advisory and administration agreement which will combine the services currently provided pursuant to separate agreements by PIMCO Advisors Fund Management LLC (formerly known as PIMCO Funds Advisors LLC) ("PIMCO Advisors") and Salomon Brothers Asset Management Inc ("SBAM"), into one agreement between the Funds and SBAM whereby SBAM will perform all management, advisory and administrative services for the Fund. Although the particular terms of each existing contract between PIMCO Advisors and each Fund, PIMCO Advisors and SBAM or, in the case of The Emerging Markets Income Fund Inc, SBAM and the Fund may vary, currently PIMCO Advisors, as investment adviser or investment manager to each Fund, supervises the Fund's investment program, including advising and consulting with SBAM regarding the Fund's overall investment strategy. SBAM which has served as investment manager or investment adviser since each Fund's inception is responsible, among other things, for the day-to-day management of the Fund's portfolio. In addition, the stockholders of The Emerging Markets Income Fund Inc and Global Partners Income Fund Inc. will be asked to vote on the election of Directors for those two Funds. Stockholders who execute proxies retain the right to revoke them in person at the Meetings or by written notice received by the Secretary of the Fund at any time before they are voted. Unrevoked proxies will be voted in accordance with the specifications thereon and, unless specified to the contrary, will be voted FOR the approval of the new investment advisory and administration agreement, and, with respect to The Emerging Markets Income Fund Inc and Global Partners Income Fund Inc., will be voted FOR the election of the Directors. The close of business on November 4, 2002 has been fixed as the record date for the determination of stockholders entitled to notice of and to vote at the Meetings and any adjournments thereof (the "Record Date"). For purposes of the Meetings, each holder of each Fund's stock is entitled to one vote for each full share and an appropriate fraction of a vote for each fractional share held of record on the Record Date, with no shares having cumulative voting rights. On the Record Date, each Fund had outstanding the number of shares indicated in the separate Fund exhibit pertaining to the Funds (the "Fund Exhibit") accompanying as Exhibit A to, and forming an important part of, this proxy statement. Stockholders of each Fund will vote separately from stockholders of the other Funds voting on the Proposals, and all of the outstanding capital stock of each Fund will vote together as a single class with respect to the Proposals. The Proposals to be voted on by stockholders of the Funds are as follows: Funds to which each Proposals Proposal Applies --------- ---------------- 1. Approval of a new investment All Funds advisory and administration agreement between SBAM and the Fund. 2. Election of Directors to the The Emerging Markets Income Fund Board of Directors. Inc and Global Partners Income Fund Inc. Abstention and Broker Non-Votes (reflected by signed but unvoted proxies), as defined below, do not count as votes cast with respect to the Proposals. With respect to Proposal 1 which requires the affirmative vote of a "majority of the outstanding voting securities" of a fund (as defined in the Investment Company Act of 1940, as amended (the "1940 Act")) (see "Required Vote" on page __), the effect of abstentions and Broker Non-Votes is the same as a vote against the Proposal. With respect to Proposal 2 which requires a plurality of the votes cast by the holders of shares of common stock of each Fund present or represented by proxy at the Meetings at which a quorum is present, abstentions and Broker Non-Votes will not be considered votes cast and have no effect on the outcome of the Proposal. "Broker Non-Votes" are shares held in the name of a broker or nominee for which an executed proxy is received by a Fund, but are not voted on the Proposals because voting instructions have not been received from the beneficial owners or persons entitled to vote and the broker or nominee does not have discretionary voting power. In accordance with each Fund's By-Laws, a quorum is constituted by the presence in person or by proxy of the holders of record of a majority of the outstanding shares of each Fund entitled to vote at the Meetings. In the event that a quorum is not present at the Meeting of any Fund, or in the event that a quorum is present but sufficient votes to approve a Proposal of any Fund is not received, the persons named as proxies may propose one or more adjournments of the Meetings to a date not more than 120 days after the Record Date to permit further solicitation of proxies and without establishing a new Record Date. Any adjournment will require the affirmative vote of a majority of those shares voting on the adjournment matter at the Meetings in person or by proxy. The persons named as proxies will vote those proxies which they are entitled to vote FOR or AGAINST any adjournment proposal in their discretion. A stockholder vote may be taken on a Proposal for one or more of the Funds prior to any such adjournment if sufficient votes have been received for approval of that Proposal. -2- PIMCO Advisors, whose principal business address is 1345 Avenue of the Americas, New York, New York 10105, is currently the investment manager for The Emerging Markets Income Fund II Inc, The Emerging Markets Floating Rate Fund Inc., Global Partners Income Fund Inc., Municipal Partners Fund Inc. and Municipal Partners Fund II Inc. and acts as the investment adviser for The Emerging Markets Income Fund Inc. PIMCO Advisors is an indirect majority-owned subsidiary of Allianz AG. SBAM, whose principal business address is 388 Greenwich Street, New York, New York 10013, is currently the investment adviser for The Emerging Markets Income Fund II Inc, The Emerging Markets Floating Rate Fund Inc., Global Partners Income Fund Inc., Municipal Partners Fund Inc. and Municipal Partners Fund II Inc. and the investment manager for The Emerging Markets Income Fund Inc. SBAM is an indirect wholly-owned subsidiary of Citigroup Inc. The principal business address of each of the Funds is 125 Broad Street, New York, New York, 10004. Each of the Funds is a closed-end management investment company, registered under the 1940 Act. PROPOSAL 1: APPROVAL OF NEW INVESTMENT ADVISORY AND ADMINISTRATION AGREEMENT Stockholders of each of the Funds will vote on this Proposal. Introduction SBAM has served as investment adviser to each of the Funds (except for The Emerging Markets Income Fund Inc for which SBAM has served as investment manager) since each Fund's inception. PIMCO Advisors has served as investment manager to each of the Funds (except for The Emerging Markets Income Fund Inc for which it has served as investment adviser) by itself and through its affiliates since October 1997. Over the years, each organization's asset management business has developed significantly and begun to compete more directly with each other. Given the focus of the growth of the asset management businesses of the organizations and SBAM's comprehensive involvement in the day-to-day operations of the Funds, PIMCO Advisors and SBAM mutually agreed that it would be more effective and efficient for the Funds if SBAM were to take over all management, advisory and administrative operations of the Funds at a lower cost to the Funds. On October 22, 2002, PIMCO Advisors and SBAM entered into a purchase agreement, (the "Purchase Agreement") whereby the two parties agreed that SBAM would acquire the investment management and advisory business of PIMCO Advisors with respect to each of the Funds. Under the Purchase Agreement, SBAM will pay PIMCO Advisors $12.5 million over five years provided the transactions contemplated by the Purchase Agreement closes with respect to all of the Funds (for each Fund, a "Transaction" and, collectively, the "Transactions"). As a condition to the closing of the Transaction with respect to a Fund, a new investment advisory and administration agreement (the "New Investment Advisory and Administration Agreement") must be approved by the Board of Directors and stockholders of that Fund. The Board of Directors of each Fund approved each New Investment Advisory and Administration Agreement with SBAM at a meeting of the Board of Directors of each Fund on October 23, 2002. -3- In addition, the New Investment Advisory and Administration Agreement for each Fund will not become effective by its terms until the Transaction closes with respect to that Fund. Upon obtaining stockholder approval of a New Investment Advisory and Administration Agreement for a Fund, SBAM may elect to close the Transaction with respect to that Fund. If SBAM so elects, SBAM is required to close all other Transactions for which stockholder approval has been obtained. If stockholder approval is obtained for every Fund, SBAM has agreed to close the Transactions for all of the Funds. Upon the closing of a Transaction, Stephen J. Treadway will resign from that Fund's Boards of Directors and from all positions as an officer of that Fund. Newton B. Schott, Jr. and Brian S. Shlissel will also resign their positions as officers of each of the Funds in the same manner. Messrs. Treadway, Schott and Shlissel are affiliated with PIMCO Advisors. If a Transaction closes with respect to a Fund, SBAM has agreed to use commercially reasonable efforts to honor their obligations to indemnify Stephen J. Treadway in his role as Director of the Funds, and to cause the Funds to maintain in effect the current policies of Directors' and Officers' insurance maintained by that Fund for the benefit of Stephen J. Treadway, Newton B. Schott, Jr. and Brian S. Shlissel. The Boards of Directors of the Funds are proposing that stockholders approve the New Investment Advisory and Administration Agreement to be entered into between each of the Funds and SBAM. PIMCO Advisors currently serves as the investment manager to The Emerging Markets Income Fund II Inc, The Emerging Markets Floating Rate Fund Inc., Global Partners Income Fund Inc., Municipal Partners Fund Inc. and Municipal Partners Fund II Inc. pursuant to the current management agreement between each Fund and PIMCO Advisors (the "Existing PIMCO Management Agreements") and as the investment adviser for The Emerging Markets Income Fund Inc under the current investment advisory agreement between the Fund and PIMCO Advisors (the "Existing PIMCO Investment Advisory Agreement," and, together with the Existing PIMCO Management Agreements, the "Existing PIMCO Agreements"). As such PIMCO Advisors supervises the Fund's investment program. SBAM currently serves as the investment adviser to The Emerging Markets Income Fund II Inc, The Emerging Markets Floating Rate Fund Inc., Global Partners Income Fund Inc., Municipal Partners Fund Inc. and Municipal Partners Fund II Inc. under the current investment advisory and administration agreements between PIMCO Advisors and SBAM (together the "Existing SBAM Investment Advisory and Administration Agreements") for each Fund, except for The Emerging Markets Income Fund Inc, where SBAM serves as the investment manager for the Fund under the current management agreement between SBAM and the Fund (the "Existing SBAM Management Agreement," and, together with the Existing SBAM Investment Advisory and Administration Agreements, the "Existing SBAM Agreements," and, together with the Existing PIMCO Agreements, the "Existing Agreements"). As such SBAM is responsible for the day-to-day management of the Fund's portfolio. The dates of each of these agreements, as well as the respective dates on which each Fund's stockholders and its Board of Directors, including a majority of the Directors who are not "interested persons" as defined in the 1940 Act ("Interested Persons") of such Fund, PIMCO Advisors or SBAM, as applicable, most recently approved each agreement are set forth in the Fund Exhibit on page [___]. At a joint meeting of the Boards of Directors of the Funds held on October 23, 2002, the Board of each of the Funds unanimously approved a New Investment Advisory and Administration Agreement between each Fund and SBAM subject to stockholder approval. Each New Investment Advisory and Administration Agreement provides that SBAM will perform services substantially identical in nature to those currently performed by SBAM under the Existing SBAM Agreements as well as those services currently performed by PIMCO Advisors under the Existing PIMCO Agreements. Although SBAM will receive an increased fee rate in return for the increased services it will provide, the proposed overall fee rate payable by each Fund and indirectly by the stockholders will be lower than the fee rate currently paid by the Funds. Pursuant to the New Investment Advisory and Administration Agreement for The Emerging Markets Income Fund Inc and The Emerging Markets Income Fund II Inc, services will be provided by SBAM for a fee rate equal to 0.15% less than the combined fee rate currently paid by the Funds. Pursuant to the New Investment Advisory and Administration Agreement for The Emerging Markets Floating Rate Fund Inc., Global Partners Income Fund Inc., Municipal Partners Fund Inc. and Municipal Partners Fund II Inc., services will be provided by SBAM for a fee rate equal to 0.05% less than the combined fee rate currently paid by the Funds. At the joint meeting of the Board of Directors of each Fund, the Boards also unanimously approved the continuation -4- of the Existing Agreements (except for the Existing SBAM Management Agreement between Emerging Markets Income Fund Inc and SBAM, which is not due to expire until February 2004) until the earlier of (1) the closing of the Transaction with respect to the applicable Fund and (2) October 31, 2003. A form of the proposed New Investment Advisory and Administration Agreement is attached as Exhibit B and substantially combines the terms of the Existing PIMCO Agreements and the Existing SBAM Agreements. The following descriptions are qualified in their entirety by reference to the form of the proposed New Investment Advisory and Administration Agreement. Board Consideration and Recommendation During the course of their deliberations, the Directors (including the non-interested Directors) considered with respect to each Fund (1) the nature, quality and scope of the management and investment advisory services and personnel that would be provided to the Funds by SBAM, (2) the amount of investment advisory fees that would be paid to SBAM and the fees paid by comparable funds, (3) the compensation (in addition to investment advisory fees) and other benefits received by SBAM and its affiliates in respect of the Funds, (4) SBAM's cost in providing services, (5) economies of scale realized by SBAM, (6) possible alternatives to the proposed New Investment Advisory and Administration Agreements with SBAM, (7) the operating expenses of the Funds, and (8) the policies and practices of SBAM with respect to the portfolio transactions for the Funds. The non-interested Directors of each Fund also met separately to review the information provided by SBAM and were assisted in their review by independent counsel to the non-interested Directors. Specifically, the Boards considered, in addition to the above information, (1) the fact that SBAM has been involved in the day-to-day operations of each Fund since its inception and the level of services SBAM has provided to each Fund, (2) the ability of SBAM, in light of its current involvement in the day-to-day operation of the Funds, to provide all services to the Funds in an effective and efficient manner, (3) the rates of compensation to be received by SBAM under the New Investment Advisory and Administration Agreements, which are lower than the rates paid to SBAM and PIMCO Advisors under the Existing Agreements, (4) the performance of the Funds relative to that of other funds with similar investment objectives, (5) the commonality of the terms and provisions of the New Investment Advisory and Administration Agreements and the Existing Agreements, and (6) SBAM's general reputation and commitment to the investment advisory industry. Description of SBAM SBAM is registered as an investment adviser with the Securities and Exchange Commission ("SEC") under the Investment Advisers Act of 1940, as amended, ("Advisers Act"), and has its principal place of business at 388 Greenwich Street, New York, New York 10013. SBAM was organized as a Delaware corporation in 1987. SBAM is an indirect wholly-owned subsidiary of Citigroup Inc. ("Citigroup") which is located at 1 Citicorp Center, 153 East 53rd -5- Street, New York, New York 10022. As of [June 30], 2002, SBAM had approximately $[34] billion of assets under management. SBAM provides discretionary and non-discretionary portfolio management services to a wide variety of individual and institutional accounts, including, but not limited to, banks or thrift institutions, retirement plans, pension and profit-sharing trusts, estates, charitable organizations, corporations, and other business entities, registered investment companies and unregistered domestic and offshore funds. The names, titles and principal occupations of the current Directors and executive officers of SBAM are set forth in the Fund Exhibit on page [___]. Description of Portfolio Management Team The SBAM portfolio management team that is currently responsible for the day-to-day management of each of the Funds will continue to act in that capacity. The team of investment professionals currently manages other closed- end and open-end management investment companies. If the stockholders approve the New Investment Advisory and Administration Agreement, the SBAM team will continue to manage each Fund in accordance with each Fund's respective investment objective. Description of the Existing PIMCO Agreements Under the Existing PIMCO Management Agreements with each applicable Fund, PIMCO Advisors is responsible for supervising the Funds' investment programs, including advising and consulting with the Funds' investment manager regarding the Funds' overall investment strategy. PIMCO Advisors also advises the Funds on the use of leveraging techniques and provides access to economic information, research and assistance to the Funds. Under the Existing PIMCO Management Agreements with each Fund (other than Municipal Partners Fund Inc. and Municipal Partners Fund II Inc.), PIMCO Advisors is responsible for consulting with SBAM and the Fund with respect to emerging trends and developments in the international community with particular emphasis on opportunities for emerging market country entities. Under the Existing PIMCO Investment Advisory Agreement, PIMCO Advisors supervises The Emerging Markets Income Fund Inc's investment program, including advising and consulting with SBAM regarding the Fund's overall investment strategy. PIMCO Advisors also provides access to economic information, research and assistance to the Fund. Under the Existing PIMCO Agreements, the Funds are responsible for all of their expenses and liabilities, except that PIMCO Advisors is responsible for the expenses in connection with maintaining a staff within its organization to furnish the above services to the Funds and, in the case of the Existing PIMCO Management Agreements, the Funds' investment advisers. Under the Existing PIMCO Agreements, the Funds pay PIMCO Advisors an annual fee in monthly installments at the fee rates set forth in the Fund Exhibit on page [___]. The -6- aggregate amount of investment management fees paid by each Fund to PIMCO Advisors for the Fund's most recent fiscal year under the Existing PIMCO Agreements is set forth in the Fund Exhibit on page [___]. Under the Existing PIMCO Management Agreements, PIMCO Advisors remits a certain percentage of such fees to SBAM pursuant to the Existing SBAM Investment Advisory and Administration Agreements. Each Existing PIMCO Agreement provides that, in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard for its obligations thereunder ("disabling conduct"), PIMCO Advisors shall not be liable to the Fund or its stockholders for any act or omission in the course of or in connection with the rendering of its services thereunder. In addition, each Existing PIMCO Agreement provides that the Fund, under certain circumstances, will indemnify PIMCO Advisors against any losses or expenses incurred, including amounts paid in satisfaction of judgments and reasonable legal costs, not resulting from disabling conduct. Each Existing PIMCO Agreement had an initial term of two years, and thereafter can continue in effect for successive annual periods provided such continuance is specifically approved at least annually by (i) a majority of the members of the Fund's Board of Directors who are not parties to the Existing PIMCO Agreement, and who are not Interested Persons of any such party, and (ii) a majority of each Fund's Board of Directors or the holders of a "majority of the outstanding voting securities" (as defined in the 1940 Act) of each Fund. Each Existing PIMCO Agreement may be terminated, without penalty, on 60 days' notice, by the respective Fund's Board of Directors, by a vote of the holders of a "majority of the outstanding voting securities" of the Fund (as defined in the 1940 Act), or by PIMCO Advisors, and each Existing PIMCO Agreement will terminate automatically in the event of its "assignment" (as defined in the 1940 Act). Description of the Existing SBAM Agreements Under the Existing SBAM Investment Advisory and Administration Agreements with PIMCO Advisors for each applicable Fund subject to the direction and control of the Directors of the Fund and in consultation with PIMCO Advisors, SBAM is responsible for making investment strategy decisions for the Fund, managing and investing and reinvesting the assets of the Fund in accordance with its stated policies, placing purchase and sale orders for the Fund, as well as providing financial research and data to the Fund. SBAM is also responsible for administrative and stockholder services for the Fund. Under the Existing SBAM Management Agreement between SBAM and The Emerging Markets Income Fund Inc, SBAM is responsible for managing and supervising the Fund's investment program and provides certain compliance, administrative and clerical services to the Fund. In particular, the Existing SBAM Management Agreement provides that SBAM will make investment strategy decisions for the Fund, manage the investing and reinvesting of the Fund's assets, place purchase and sale orders on behalf of the Fund, provide continuous supervision of the Fund's investment portfolio and provide or procure the provision of research and statistical data in relation to investing and other matters within the scope of the investment objective and limitations of the Fund. In addition, under the Existing SBAM Management Agreement, SBAM is responsible for providing administrative services to the Fund, including compliance, record-keeping, reporting and -7- preparation of proxies and stockholder reports, coordination of the functions of the transfer agent, custodian, accountants, counsel and other parties, clerical services, such as accounting services, and stockholder services, including responding to stockholder inquiries. Under the Existing SBAM Agreements each Fund is responsible for all of its expenses and liabilities, except that SBAM is responsible for the expenses in connection with providing facilities and personnel reasonably necessary for the performance of the services to be provided by it to the Fund. Under the Existing SBAM Agreements, SBAM is paid for its services with respect to the Funds (in the case of the SBAM Investment Advisory and Administration Agreement, by PIMCO Advisors, and in the case of the SBAM Management Agreement, by the Fund) an annual fee in monthly installments at the rates listed in the Fund Exhibit on page [____]. Each Existing SBAM Agreement provides that, in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations thereunder ("disabling conduct"), SBAM shall not be liable to a Fund or its stockholders for any act or omission in the course of or in connection with the rendering of its services thereunder. In addition, each Existing SBAM Agreement provides that a Fund, under certain circumstances, will indemnify SBAM against any losses or expenses incurred, including amounts paid in satisfaction of judgments and reasonable legal costs, not resulting from disabling conduct. Each Existing SBAM Agreement had an initial term of two years, and thereafter can continue in effect for successive annual periods provided such continuance is specifically approved at least annually by (i) a majority of the members of the Fund's Board of Directors who are not parties to the Existing SBAM Agreement, and who are not Interested Persons of any such party, and (ii) a majority of each Fund's Board of Directors or the holders of a "majority of the outstanding voting securities" (as defined in the 1940 Act) of the Fund. Each Existing SBAM Agreement may be terminated, without penalty, on 60 days' notice, by the respective Fund's Board of Directors, by a vote of the holders of a "majority of the outstanding voting securities" of the Fund (as defined in the 1940 Act), or by SBAM, and each Existing SBAM Agreement will terminate automatically in the event of its "assignment" (as defined in the 1940 Act). The Proposed New Investment Advisory and Administration Agreement The proposed New Investment Advisory and Administration Agreement incorporates substantially the same terms as the Existing Agreements. Under the proposed New Investment Advisory and Administration Agreement, SBAM will make investment strategy decisions for each Fund, supervise each Fund's investment program and investment portfolio, provide and procure the provision of relevant research and statistical data in relation to investing and other matters within the scope of the investment objective and limitations of each Fund, and provide administrative services for each Fund, among other things. Under the proposed New Investment Advisory and Administration Agreement for each of The Emerging Markets Income Fund Inc and The Emerging Markets Income Fund II Inc, the rate of fees, all of which will be paid to SBAM, will be 0.15% lower than the combined advisory and administrative fee rate currently payable by the Fund to PIMCO Advisors and SBAM under the Existing Agreements. With respect to The Emerging -8- Markets Floating Rate Fund Inc., Global Partners Income Fund Inc., Municipal Partners Fund Inc. and Municipal Partners Fund II Inc., the rate of fees to be paid to SBAM will be 0.05% lower than the fees currently received by PIMCO Advisors and SBAM under the Existing Agreements. Under the proposed New Investment Advisory and Administration Agreement, SBAM would be paid for its services by each Fund an annual fee in monthly installments at the rates listed in the Fund Exhibit on page [____]. Under the proposed New Investment Advisory and Administration Agreement, each Fund would be responsible for all of its expenses and liabilities, except that SBAM would be responsible for the expenses in connection with providing facilities and personnel reasonably necessary for the performance of the services to be provided by it to each Fund. The New Investment Advisory and Administration Agreement will be in effect for an initial term of two years, and thereafter can continue in effect for successive annual periods provided such continuance is specifically approved at least annually by (i) a majority of the members of each Fund's Board of Directors who are not parties to the New Investment Advisory and Administration Agreement, and who are not Interested Persons of any such party, and (ii) a majority of each Fund's Board of Directors or the holders of a "majority of the outstanding voting securities" (as defined in the 1940 Act) of each Fund. The New Investment Advisory and Administration Agreement may be terminated, without penalty, on 60 days' notice, by that Fund's Board of Directors, by a vote of the holders of a "majority of the outstanding voting securities" (as defined in the 1940 Act) of the Fund, or by SBAM, and the New Investment Advisory and Administration Agreement will terminate automatically in the event of its "assignment" (as defined in the 1940 Act). Required Vote As provided in the 1940 Act, approval of the New Investment Advisory and Administration Agreement for a Fund will require the affirmative vote of a "majority of the outstanding voting securities" of that Fund, which means the affirmative vote of the lesser of (a) 67% or more of the shares of the Fund entitled to vote thereon present or represented by proxy at the Meetings, if the holders of more than 50% of the outstanding shares of the Fund entitled to vote thereon are present or represented by proxy, or (b) more than 50% of the total outstanding shares of the Fund entitled to vote thereon. For this purpose, abstentions and Broker Non-Votes will be counted as shares present at the Meetings for quorum purposes but not voting and will have the same effect as votes cast against the Proposal. Section 15(f) of the 1940 Act PIMCO Advisors and SBAM have structured the Transactions contemplated by the Purchase Agreement and SBAM has agreed to use commercially reasonable efforts to comply with the "safe harbor" provisions afforded by Section 15(f) of the 1940 Act. Section 15(f) provides in substance that when a sale of an interest in an investment advisory business occurs, the investment adviser or its affiliates may receive any amount or benefit in connection with the sale as long as two conditions are satisfied. First, an "unfair burden" must not be imposed on investment company clients of the adviser as a result of the transaction, or any express or implied terms, conditions, or understandings applicable to the transaction. The term "unfair burden" (as defined -9- in the 1940 Act) includes any arrangement during the two-year period after the transaction whereby the investment adviser (or predecessor or successor adviser), or any Interested Person of any such adviser, receives or is entitled to receive any compensation, directly or indirectly, from such an investment company or its security holders (other than fees for bona fide investment advisory or other services) or from any other person in connection with the purchase or sale of securities or other property to, from or on behalf of such investment company (other than bona fide ordinary compensation as principal underwriter for such company). The Board of Directors of each Fund is aware of no circumstances arising from the change in advisory services proposed herein that might result in an unfair burden being imposed on any Fund. The second condition of Section 15(f) is that during the three-year period after the transaction, at least 75% of each investment company's board of directors must not be Interested Persons of the investment adviser (or predecessor or successor adviser). Upon consummation of each of the Transactions contemplated by the Purchase Agreement, Mr. Treadway has agreed to resign from the respective Board and at that point each Board will be in compliance with the requirement that the Board of each Fund be comprised of Directors at least 75% of whom are not Interested Persons of either SBAM and PIMCO Advisors. It is expected that the Board of Directors of each Fund will continue to satisfy that condition of Section 15(f) for the requisite three-year period. THE DIRECTORS, INCLUDING THE DIRECTORS WHO ARE NOT INTERESTED PERSONS, UNANIMOUSLY RECOMMEND THAT EACH FUND'S STOCKHOLDERS VOTE "FOR" THE APPROVAL OF THE NEW INVESTMENT ADVISORY AND ADMINISTRATION AGREEMENT FOR EACH FUND. Proposal 2: Election of Directors Stockholders of only The Emerging Markets Income Fund Inc and Global Partners Income Fund Inc. will vote on this proposal. The Meeting for each of The Emerging Markets Income Fund Inc and Global Partners Income Fund Inc. will also serve as Annual Meeting of Stockholders, and stockholders of those Funds are being asked to consider for election as Directors the nominees listed in the Fund Exhibit on pages [_____]. As described in the Fund Exhibit on pages [_____], each Fund's Board of Directors is divided into three classes. Consequently, the stockholders of The Emerging Markets Income Fund Inc will be electing two Directors to hold office until the year 2005 Annual Meeting of Stockholders, and the stockholders of Global Partners Income Fund Inc. will be electing one Director to hold office until the year 2003 Annual Meeting of Stockholders and two Directors to hold office until the year 2005 Annual Meeting of Stockholders, at their respective Meetings. Biographical information about the nominees and other Directors and executive officers of the Funds, and other information relating to, among other things, compensation of these individuals, is set forth in the Fund Exhibit on pages [_____] under the heading "B. Specific Fund Information." The persons named in the form of proxy accompanying this Proxy Statement intend to vote at the Meetings (unless directed not to vote) FOR the election of the nominees. The nominees for election are currently members of the Fund's Board of Directors, and have previously been elected as Directors by the Fund's stockholders, with the exception of Mr. Gerken in the case of The Emerging Markets Income Fund Inc. Except as provided below in the case of Mr. -10- Treadway, the nominees have indicated that they will serve if elected, but if they 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. In the event that the Transactions contemplated by the Purchase Agreement between PIMCO Advisors and SBAM described in Proposal 1 above are consummated, Mr. Treadway has agreed to resign from the Boards of Directors of the Funds and as officer of the Funds, as applicable. Otherwise, Mr. Treadway would retain his current positions. As of April 20, 2001, Charles F. Barber became a Director emeritus of the Funds. In September 2002 Heath B. McLendon resigned as Co-Chairman and a Director of the Funds in order to serve as Chairman of the Equity Research Policy Committee at Salomon Smith Barney Inc. Required Vote Directors are elected by a plurality of the votes cast by the holders of shares of common stock of each Fund present or represented by proxy at the Meetings at which a quorum is present. For purposes of the election of Directors, abstentions and Broker Non-Votes will not be considered votes cast, and do not affect the plurality vote required for Directors. THE DIRECTORS, INCLUDING THE DIRECTORS WHO ARE NOT INTERESTED PERSONS, UNANIMOUSLY RECOMMEND THAT EACH FUND'S STOCKHOLDERS VOTE "FOR" THE NOMINEES FOR DIRECTOR. ADDITIONAL INFORMATION FOR ALL OF THE FUNDS The information below pertains to all of the Funds. Proposals to be Submitted by Stockholders All proposals by stockholders of each Fund which are intended to be presented at that Fund's next Annual Meeting of Stockholders to be held in 2003 must be received by that Fund for inclusion in that Fund's proxy statement and proxy relating to that meeting no later than the date indicated for that Fund in the table below. Any stockholder who desires to submit a proposal at that Fund's 2003 Annual Meeting of Stockholders without including such proposal in that Fund's proxy statement must deliver written notice thereof to the Secretary of that Fund (at the address listed on page [___] of this Proxy Statement) during the period indicated for that Fund in the table below. Date by which Name of Fund Proposal must be Period during which written received notice must be received - ------------------------------------------------------------------------------ The Emerging Markets Income Fund Inc [July 14, 2003] September 12, 2003 to October 12, 2003 The Emerging Markets Income Fund II Inc April 23, 2003 June 21, 2003 to July 21, 2003 -11- The Emerging Markets January 20, 2003 March 22, 2003 to Floating Rate April 21, 2003 Fund Inc. Global Partners Income Fund Inc. [July 14, 2003] September 12, 2003 to October 12, 2003 Municipal Partners Fund Inc. November 18, 2002 January 10, 2003 to February 10, 2003 Municipal Partners Fund II Inc. May 21, 2003 July 25, 2003 to August 24, 2003 Other Information Each Fund's Annual Report containing financial statements for the fiscal year-end listed in the Fund Exhibit on page [__] for that Fund, and each Fund's most recent semi-annual report succeeding the Annual Report, if any, are available free of charge by writing to that Fund c/o Salomon Brothers Asset Management Inc at 388 Greenwich Street, New York, New York, 10013, or by calling toll-free 1-888-777-0102. Expenses of Proxy Solicitation The costs of preparing, assembling and mailing material in connection with this solicitation of proxies will be borne equally by SBAM and PIMCO Advisors. Neither the Fund nor its stockholders shall bear any proxy preparation or solicitation expenses. Proxies may also be solicited personally by officers of each Fund and by regular employees of SBAM, PIMCO Advisors or their affiliates, or other representatives of each Fund, on behalf of that particular Fund, or by telephone or telegraph, in addition to the use of mails. Brokerage houses, banks and other fiduciaries may be requested to forward proxy solicitation material to their principals to obtain authorization for the execution of proxies, and will be reimbursed by the Fund for whom they provide such services for such out-of-pocket expenses. Other Business The Board of Directors of each Fund does not know of any other matter which may come before the Meetings. If any other matter properly comes before the Meetings, it is the intention of the persons named in the proxy to vote the proxies in accordance with their judgment on that matter. November [11], 2002 -12- Exhibit A FUND EXHIBIT A. General Information. The following information regarding each of the Funds identified below is provided in connection with the Proposals in the combined Proxy Statement relating to each Fund. Terms used herein and not otherwise defined have the meanings given to them in the combined Proxy Statement. 1. COMPARATIVE FEE INFORMATION: PIMCO Advisors currently serves as the investment adviser or manager to each Fund, and to the investment companies listed below which have similar investment objectives to each Fund. If a New Investment Advisory and Administration Agreement is approved and the corresponding Transaction is closed for a Fund, PIMCO Advisors will no longer be the investment adviser or manager for that Fund, and SBAM will become the sole investment manager for that Fund. For purposes of comparison of the information listed below, The Emerging Markets Income Fund Inc, The Emerging Markets Income Fund II Inc, The Emerging Markets Floating Rate Fund Inc., Global Partners Income Fund Inc., PIMCO Emerging Markets Bond Fund and PIMCO Emerging Markets Bond Fund II have similar investment objectives and Municipal Advantage Fund Inc., Municipal Partners Fund Inc., Municipal Partners Fund II Inc., PIMCO Municipal Income Fund, PIMCO Municipal Income Fund II, PIMCO Corporate Income Fund and PIMCO Municipal Bond Fund have similar investment objectives. Investment Advisory, Management or Sub- Advisory Fee (as Approximate net (a percentage of assets as of average weekly September 30, 2002 Name of Fund net assets) (in millions) - ------------------------------------------------------------------------------ The Emerging Markets Income Fund Inc................. 1.20%(1) $ 42 The Emerging Markets Income Fund II Inc.............. 1.20%(1) $ 207 The Emerging Markets Floating Rate Fund Inc.......... 1.10%(2) $ 37 Global Partners Income Fund Inc........................ 1.10%(2) $ 120 PIMCO Emerging Markets Bond Fund....................... 0.90%(3) $ [ ] PIMCO Emerging Markets Bond Fund II.................... 0.85%(3) $ [ ] Municipal Advantage Fund Inc. ...................... 0.60%(4)(5) $ [ ] Municipal Partners Fund Inc..... 0.60%(4)(5) $ 89 Municipal Partners Fund II Inc. ........................ 0.60%(4)(5) $ 91 PIMCO Municipal Income Fund..... 0.65%(3)(5) $ 557 PIMCO Municipal Income Fund II.. 0.65%(3)(5) $ 1,379 PIMCO Corporate Income Fund..... 0.75%(3)(5) $ 740 PIMCO Municipal Bond Fund............................ 0.50%(3) $ [ ] (1) PIMCO Advisors remits a portion of its fee to SBAM at an annual rate of 0.70% of the Fund's average weekly net assets. (2) PIMCO Advisors remits a portion of its fee to SBAM at an annual rate of 0.65% of the Fund's average weekly net assets. (3) Includes compensation for administrative services. (4) PIMCO Advisors remits a portion of its fee to SBAM at an annual rate of 0.36% of the Fund's average weekly net assets. (5) For purposes of calculating the fee, the liquidation value of any outstanding preferred stock of the Fund is not deducted in determining the Fund's average weekly net assets. SBAM serves as an investment adviser, manager or sub-adviser to each Fund and to the investment companies listed below which have similar investment objectives to the Funds. For purposes of comparison of the information listed below, The Emerging Markets Income Fund Inc, The Emerging Markets Income Fund II Inc, The Emerging Markets Floating Rate Fund Inc., Global Partners Income Fund Inc., Salomon Brothers High Income Fund Inc, Salomon Brothers High Income Fund II Inc, Salomon Brothers Worldwide Income Fund Inc and Salomon Brothers Institutional Emerging Markets Debt Fund have similar investment objectives, and Municipal Partners Fund Inc. and Municipal Partners Fund II Inc. have similar investment objectives. -2- Investment Advisory, Management or Sub- Advisory Fee (as Approximate net (a percentage of assets as of average weekly September 30, 2002 Name of Fund net assets) (in millions) - ------------------------------------------------------------------------------ The Emerging Markets Income Fund Inc................. 0.70%(1) $ 42 The Emerging Markets Income Fund II Inc..................... 0.70%(2) $207 The Emerging Markets Floating Rate Fund Inc................... 0.65%(2) $ 37 Global Partners Income Fund Inc. ....................... 0.65%(2) $120 Salomon Brothers High Income Fund Inc........................ 0.70% $ 43 Salomon Brothers High Income Fund II Inc..................... 1.00%(4) $608 Salomon Brothers Institutional Emerging Markets Debt Fund............................ 0.70%(3) $ 66 Salomon Brothers Worldwide Income Fund Inc................. 0.90% $130 Municipal Partners Fund Inc..... 0.36%(2)(4) $ 89 Municipal Partners Fund II Inc. ........................ 0.36%(2)(4) $ 91 (1) Fee is paid by the Fund and includes compensation for administrative services. (2) Fee is paid to SBAM by PIMCO Advisors out of its management fee and includes compensation for administrative services. (3) SBAM has voluntarily agreed to limit the total expenses (including its advisory fees) of the Fund (exclusive of taxes, interest and extraordinary -3- expenses, such as litigation and indemnification expenses) on an annualized basis, to 0.75% of the Fund's average daily net assets. (4) For purposes of calculating the fee, the liquidation value of any outstanding preferred stock of the Fund is not deducted in determining the Fund's average weekly net assets. Fee Information under the New Investment Advisory and Administration Agreement: Under the proposed New Investment Advisory and Administration Agreement, SBAM will serve as investment manager to each Fund. New Investment Aggregate Advisory and Amount of Amount that Administration Fees paid to SBAM would Agreement Fee SBAM and PIMCO have received (as a percentage Advisor's had the Decrease in of average weekly during the last proposed fees Fees (as a Name of Fund net assets) fiscal year been in effect percentage) - ------------------------------------------------------------------------------- The Emerging Markets Income Fund Inc........... 1.05% $617,216 $540,064 13% The Emerging Markets Income Fund II Inc............. 1.05% 3,178,344 2,781,051 13% The Emerging Markets Floating Rate Fund Inc...... 1.05% 535,482 511,142 5% Global Partners Income Fund Inc..... 1.05% 1,634,460 1,560,166 5% Municipal Partners Fund Inc.(1)....... 0.55% 743,941 681,946 8% Municipal Partners Fund II Inc. (1).... 0.55% 782,411 717,210 8% (1) For purposes of calculating the fee, the liquidation value of any outstanding preferred stock of the Fund is not deducted in determining the Fund's average weekly net assets. -4- Payments to Affiliates of SBAM or PIMCO Advisors by the Fund As of the date of this Proxy Statement, significant institutional shareholders of Allianz AG currently include Munich Reinsurance and HypoVereinsbank. Allianz AG in turn owns more than 95% of Dresdner Bank AG. Credit Lyonnais, Munich Reinsurance and HypoVereinsbank, as well as certain broker-dealers that might be controlled by or affiliated with these entities or Dresdner Bank AG, such as DB Alex. Brown LLC and Dresdner Kleinwort Benson North America LLC (collectively, the "Affiliated Brokers" (as defined in the 1940 Act)), may be considered to be affiliated persons of PIMCO Advisors. Absent an SEC exemption or other relief, each Fund generally is precluded from effecting principal transactions with the Affiliated Brokers, and its ability to purchase securities being underwritten by an Affiliated Broker or a syndicate including an Affiliated Broker is subject to restrictions. Similarly, each Fund's ability to utilize the affiliated brokers for agency transactions is subject to the restrictions of Rule 17e-1 under the 1940 Act. PIMCO does not believe that the restrictions on transactions with the Affiliated Brokers described above materially adversely affect its ability to provide services to the Fund, the Fund's ability to take advantage of market opportunities, or the Fund's overall performance. There have been no commissions paid to Affiliated Brokers, as defined in the 1940 Act, of SBAM or PIMCO Advisors during the last fiscal year. 2. INFORMATION PERTAINING TO THE MEETING: The following table sets forth the issued and outstanding shares of capital stock of each Fund as of the Record Date. Number of Shares of Number of Shares of Common Stock Preferred Stock Name of Fund Issued and Outstanding Issued and Outstanding - ------------------------------------------------------------------------------ The Emerging Markets Income Fund Inc................. [ ] N/A The Emerging Markets Income Fund II Inc.............. [ ] N/A The Emerging Markets Floating Rate Fund Inc.......... [ ] N/A Global Partners Income Fund Inc. ...................... [ ] N/A Municipal Partners Fund Inc..... [ ] [ ] Municipal Partners Fund II Inc. ........................ [ ] [ ] -5- 3. INFORMATION PERTAINING TO THE EXISTING PIMCO AGREEMENTS AND THE EXISTING SBAM AGREEMENTS: The following table provides information regarding the date of each of the Existing Agreements (including the novations of the agreements reflecting the date that PIMCO Advisors acquired responsibility under the agreements from one of its affiliates), the date on which the respective Boards and stockholders of each Fund last approved such agreements, and the fees paid to PIMCO Advisors and/or SBAM, as applicable, pursuant to such agreements for each Fund's most recently completed fiscal year.
Fees Paid by Fees Paid by Date of Last Date of Last Fund to PIMCO Name of Fund Agreement Description Board Stockholder PIMCO Advisors to (and Fiscal Year-end) (and date) Approval* Approval Advisors(1) SBAM - -------------------------------------------------------------------------------------------------------------------- The Emerging Markets SBAM Management 12/3/01 2/1/02 N/A $257,173(2) Income Fund Inc (8/31) Agreement (2/1/02) PIMCO Investment 10/23/02 2/24/00 $360,043 N/A Advisory Agreement (5/5/00) and Novation of PIMCO Investment Advisory Agreement (5/6/02) The Emerging Markets PIMCO Management 10/23/02 2/24/00 $1,324,310(1) N/A Income Fund II Inc (8/31) Agreement (5/5/00) and Novation of PIMCO Management Agreement (5/6/02) SBAM Investment Advisory 10/23/02 2/24/00 N/A $1,854,034 and Administration Agreement (5/5/00) -6- and Novation of SBAM Investment Advisory and Administration Agreement (5/6/02) The Emerging Markets PIMCO Management 10/23/02 2/24/00 $219,061(1) N/A Floating Rate Fund Agreement (5/5/00) and Inc. (2/28) Novation of PIMCO Management Agreement (5/6/02) SBAM Investment Advisory 10/23/02 2/24/00 N/A $316,421 and Administration Agreement (5/5/00) and Novation of SBAM Investment Advisory and Administration Agreement (5/6/02) Global Partners Income PIMCO Management 10/23/02 2/24/00 $668,643(1) N/A Fund Inc (8/31) Agreement (5/5/00) and Novation of PIMCO Management Agreement (5/6/02) SBAM Investment Advisory 10/23/02 2/24/00 N/A $965,817 and Administration Agreement (5/5/00) and Novation of SBAM Investment Advisory and Administration Agreement (5/6/02) Municipal Partners Fund PIMCO Management 10/23/02 2/24/00 $297,576(1) N/A Inc. (12/31) Agreement (5/5/00) and Novation of -7- PIMCO Management Agreement (5/6/02) SBAM Investment Advisory 10/23/02 2/24/00 N/A $446,365 and Administration Agreement (5/5/00) and Novation of SBAM Investment Advisory and Administration Agreement (5/6/02) Municipal Partners Fund PIMCO Management 10/23/02 2/24/00 $312,964(1) N/A II Inc. (12/31) Agreement (5/5/00) and Novation of PIMCO Management Agreement (5/6/02) SBAM Investment Advisory 10/23/02 2/24/00 N/A $469,447 and Administration Agreement (5/5/00) and Novation of SBAM Investment Advisory and Administration Agreement (5/6/02)
* Includes the date on which a majority of the Directors who are not Interested Persons of such Fund, PIMCO Advisors or SBAM most recently approved the agreement. (1) Net of fees paid by PIMCO Advisors to SBAM which are shown in last column. (2) Fees paid by Fund directly to SBAM. 4. INFORMATION PERTAINING TO EACH FUND'S DIRECTORS AND OFFICERS: The following table provides information regarding the Directors and officers of the Funds who currently are also directors, officers or employees of PIMCO Advisors or SBAM. -8-
Principal Occupation(s) Position(s) Length of During Past 5 Years, Including Name, Address and Age Held with Fund(1) Time Served Positions with PIMCO Advisors or SBAM --------------------- ----------------- ----------- ------------------------------------- R. Jay Gerken Director and Co-Chairman Since 2002 Managing Director, Salomon Salomon Smith Barney Inc. Smith Barney Inc. ("SSB"); 125 Broad Street formerly, portfolio manager New York, NY 10004 Smith Barney Growth and Income Fund Age: 51 (1994-2000) and Smith Barney Allocation Series Inc. (1996-2001). Stephen J. Treadway Director and Since 2000 Managing Director of Allianz PIMCO Advisors Co-Chairman Dresdner Asset Management of America Distributors LLC(2) L.P. ("ADAMA") (formerly, PIMCO 2187 Atlantic Street Advisors L.P.); Managing Director Stamford, CT 06902 and Chief Executive Officer of PIMCO Age: 55 Advisors Distributors LLC(2) since May 1996; Managing Director and Chief Executive Officer, PIMCO Advisors. Peter J. Wilby President Since 2002 Managing Director of SSB and SBAM Salomon Smith Barney Inc. since January 1996. 388 Greenwich Street New York, NY 10013 Age: 43 Lewis E. Daidone Executive Vice President Since 2002 Managing Director of SSB; Chief Salomon Smith Barney Inc. and Chief Administrative Financial Officer of the Smith 125 Broad Street, 11th Floor Officer Barney Mutual Funds; Director and New York, NY 10004 Senior Vice President of Smith Age: 44 Executive Vice President 1998-2002 Barney Fund Management LLC (SBFM) and Treasurer and Travelers Investment Adviser, Inc. (TIA). Irving P. David Chief Financial Officer Since July 2002 Director of SSB Salomon Smith Barney Inc. and Treasurer 125 Broad Street, 10th Floor New York, NY 10004 Controller May-July 2002 Age: 41 James E. Craige* Executive Vice President Since [1996] Managing Director of SSB and SBAM Salomon Smith Barney Inc. since December 1998; Director of SSB 388 Greenwich Street and SBAM since January 1998 and Vice New York, NY 10013 President of SSB and SBAM from May Age: 34 1992 to January 1998. Thomas K. Flanagan* Executive Vice President Since 1994 Managing Director of SSB and SBAM Salomon Smith Barney Inc. since December 1998; Prior to 388 Greenwich Street December 1998, Director of SSB and New York, NY 10013 SBAM. Age: 49 Newton B. Schott, Jr. Executive Vice President Since 1997 Chief Administrative Officer, PIMCO Advisors Managing Director and General Distributors LLC(2) Counsel of PIMCO Advisors 2187 Atlantic Street Distributors LLC(2); Managing Stamford, CT 06902 Director and Chief Legal Officer Age: 60 of PIMCO Advisors. -9- Brian S. Shlissel Executive Vice President Since 2002 Senior Vice President of ADAMA since PIMCO Advisors Fund July 1999; Vice President of Management(3) Mitchell Hutchins Asset Management 1345 Avenue of the Americas (1993-1999). New York, NY 10105 Age: 37 Beth A. Semmel*** Executive Vice President Since [____] [___________] Salomon Smith Barney Inc. 388 Greenwich Street New York, NY 10013 Age: [_____] Robert E. Amodeo** Executive Vice President Since 1999 Managing Director of SBAM and SSB Salomon Smith Barney Inc. since December 2001; Director of 388 Greenwich Street SSB and SBAM since December 1998; New York, NY 10013 Vice President of SSB and SBAM Age: 37 from January 1996 to December 1998. Frances M. Guggino Controller Since 2002 Vice President of Citigroup Asset Salomon Smith Barney Inc. Management. 125 Broad Street, 10th Floor New York, NY 10004 Age: 40 Christina T. Sydor Secretary Since 1998 Managing Director of SSB; General Salomon Smith Barney Inc. Counsel and Secretary of SBFM and 300 First Stamford Place TIA. Stamford, CT 06902 Age: 51 Joseph Valpe Assistant Controller Since 2002 Vice President of Citigroup Asset Salomon Smith Barney Inc. Management 125 Broad Street, 10th Floor New York, NY 10004 Age: [_____] Joseph Genco Assistant Controller Since 2002 Assistant Vice President of Citigroup Salomon Smith Barney Inc. Asset Management 125 Broad Street, 10th Floor New York, NY 10004 Age: [_____] Leslie H. Gelb Director and Member of Since 2000 President, The Council on Foreign The Council on the Audit Committee Relations; formerly Columnist, Foreign Relations Deputy Editorial Page Editor and 58 East 68th Street Editor, Op-Ed Page, The New York New York, NY 10021 Times. Age: 64 Dr. Riordan Roett Director and Member of Since 1997 Professor and Director, Latin The Johns Hopkins University the Audit Committee American Studies Program, Paul H. 1740 Massachusetts Ave. NW Nitze School of Advanced Washington, DC 20036 International Studies, The Johns Age: 63 Hopkins University. Jeswald W. Salacuse Director and Member of Since 2000 Henry J. Braker Professor of Tufts University the Audit Committee Commercial Law and formerly Dean, The Fletcher School The Fletcher School of Law & of Law & Diplomacy Diplomacy, Tufts University. Packard Avenue Medford, MA 02155 Age: 64 Robert A. Vegliante**** Assistant Secretary Since 1996 Director of SSB. Citigroup Asset Management 300 First Stamford Place Stamford, CT 06902 Age: 41 -10- Robert M. Nelson Assistant Secretary Since 2002 [_____] Citigroup Asset Management 300 First Stamford Place Stamford, CT 06902 Age: [_____]
* An officer of only The Emerging Markets Income Fund Inc, The Emerging Markets Income Fund II Inc, The Emerging Markets Floating Rate Fund Inc. and Global Partners Income Fund Inc. ** An officer of only Municipal Partners Fund Inc. and Municipal Partners Fund II Inc. *** An officer of only Global Partners Income Fund Inc. (1) Each 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 of each Fund in consecutive years, or thereafter in each case when their respective successors are duly elected and qualified. Each Fund's executive officers are chosen each year at the first meeting of each Fund's Board of Directors following their respective Annual Meeting of Stockholders, to hold office until the meeting of each Fund's Board following their next respective Annual Meeting of Stockholders and until their successors are duly elected and qualified. (2) PIMCO Advisors Distributors LLC was formerly known as PIMCO Funds Distributors LLC. The name change became effective on October 31, 2002. (3) PIMCO Advisors Fund Management LLC was formerly known as PIMCO Funds Advisors LLC. The name change became effective on October 31, 2002. 5. INFORMATION PERTAINING TO CERTAIN STOCKHOLDERS: The following table provides information regarding the number and percentage of outstanding shares of common stock of each of The Emerging Markets Income Fund Inc, The Emerging Markets Income Fund II Inc, The Emerging Markets Floating Rate Fund Inc. and Global Partners Income Fund Inc. owned beneficially by each Director and executive officer of the Funds, and all Directors and executive officers of each the Fund as a group, in each case as of [September 30], 2002.
The Emerging Markets The Emerging Markets The Emerging Markets Global Partners Income Fund Inc Income Fund II Inc Floating Rate Fund Inc. Income Fund Inc. - ----------------------------------------------------------------------------------------------------------------------------- Name and Address Amount and Amount and Amount and Amount and of Each Nature of Percent Nature of Percent Nature of Percent Nature of Percent Beneficial Owner* Beneficial of Class Beneficial of Class Beneficial of Class Beneficial of Class Ownership(3) Owned Ownership(3) Owned Ownership(3) Owned Ownership(3) Owned Jeswald W. Salacuse [ ] [ ]% [ ] [ ]% [ ] [ ]% [ ] [ ]% Leslie H. Gelb [ ] [ ]% [ ] [ ]% [ ] [ ]% [ ] [ ]% -11- Dr. Riordan Roett [ ] [ ]% [ ] [ ]% [ ] [ ]% [ ] [ ]% Charles F. Barber** [ ] [ ]% [ ] [ ]% [ ] [ ]% [ ] [ ]% R. Jay Gerken [ ] [ ]% [ ] [ ]% [ ] [ ]% [ ] [ ]% Stephen J. Treadway 0 0% 0 0% 0 0% 0 0% Peter J. Wilby [ ] [ ]% [ ] [ ]% [ ] [ ]% [ ] [ ]% Lewis E. Daidone [ ] [ ]% [ ] [ ]% [ ] [ ]% [ ] [ ]% Irving P. David [ ] [ ]% [ ] [ ]% [ ] [ ]% [ ] [ ]% James E. Craige [ ] [ ]% [ ] [ ]% [ ] [ ]% [ ] [ ]% Thomas K. Flanagan [ ](1) [ ]% [ ](1) [ ]% [ ](1) [ ]% [ ](1) [ ]% Newton B. Schott, Jr. 0 0% 0 0% 0 0% 0 0% Brian S. Shlissel 0 0% 0 0% 0 0% 0 0% Beth A. Semmel(2) N/A N/A N/A N/A N/A N/A [ ] [ ]% All Directors and Executive Officers (as a group) [ ] [ ]% [ ] [ ]% [ ] [ ]% [ ] [ ]%
-12- * Unless otherwise noted, the business address of each person named is 125 Broad Street, New York, New York, 10004. ** As of April 20, 2001, Charles F. Barber became a Director emeritus of the Fund. (1) Shares are owned by Mr. Flanagan's wife. Mr. Flanagan disclaims beneficial ownership of such shares. (2) An officer of only Global Partners Income Fund Inc. (3) Of these shares, [__________] has a right to acquire beneficial ownership of [____] shares. The following table provides information regarding the number and percentage of outstanding shares of common stock of each of Municipal Partners Fund Inc. and Municipal Partners Fund II Inc. owned beneficially by each Director and executive officer of the Funds, and all Directors and executive officers of each such Fund as a group, in each case as of [September 30], 2002. Municipal Partners Fund Inc. Municipal Partners Fund II Inc. - ------------------------------------------------------------------------------------------------------------------ Name and Address of Each Amount and Nature of Amount and Nature of Beneficial Owner* Beneficial Percent of Beneficial Percent of Ownership(1) Class Owned Ownership(1) Class Owned Jeswald W. Salacuse [ ] [ ]% [ ] [ ]% Leslie H. Gelb [ ] [ ]% [ ] [ ]% Dr. Riordan Roett [ ] [ ]% [ ] [ ]% Charles F. Barber** [ ] [ ]% [ ] [ ]% R. Jay Gerken [ ] [ ]% [ ] [ ]% Stephen J. Treadway 0 0% 0 0% Peter J. Wilby [ ] [ ]% [ ] [ ]% Lewis E. Daidone [ ] [ ]% [ ] [ ]% Irving P. David Robert E. Amodeo [ ] [ ]% [ ] [ ]% Newton B. Schott, Jr. 0 0% 0 0% Brian S. Shlissel 0 0% 0 0% -13- All Directors and Executive Officers (as a group) [ ] [ ]% [ ] [ ]%
* Unless otherwise noted, the business address of each person named is 125 Broad Street, New York, New York, 10004. ** As of April 20, 2001, Charles F. Barber became a Director emeritus of the Fund. (1) Of these shares, [__________] has a right to acquire beneficial ownership of [____] shares. For each of the six Funds, the holdings of no Director or executive officer, nor the Directors and executive officers of the Fund as a group, represented more than 1% of the outstanding shares of the Fund's common stock as of [_______], 2002. Except as otherwise noted above, each Director and executive officer has sole voting and investment power with respect to the listed shares. No Director or executive officer held any shares of preferred stock of Municipal Partners Fund Inc. or Municipal Partners Fund II Inc. as of [_______], 2002. No person owned of record, or to the knowledge of the management of each respective Fund, owned beneficially, more than 5% of that Fund's outstanding shares as of [_______], 2002, except that Cede & Co., a nominee for participants in Depository Trust Company, held of record as of that date the number of shares of each Fund listed below: Percentage of total Number of Shares of number of Shares Common Stock of of Common Stock Name of Fund the Fund of the Fund held by Cede & Co. Issued and Outstanding - ------------------------------------------------------------------------------ The Emerging Markets Income Fund Inc................. [ ] [ ]% The Emerging Markets Income Fund II Inc.............. [ ] [ ]% The Emerging Markets Floating Rate Fund Inc................... [ ] [ ]% Global Partners Income Fund Inc........................ [ ] [ ]% Municipal Partners Fund Inc..... [ ] [ ]% Municipal Partners Fund II Inc.......................... [ ] [ ]% -14- 6. INFORMATION WITH RESPECT TO SBAM AND PIMCO ADVISORS The names, titles and principal occupations of the current directors and executive officers of SBAM are set forth in the following table. Name Title and Principal Occupation - ------------------------------------------------------------------------------ Member of the Board of Directors Ross S. Margolies and Managing Director Member of the Board of Directors Peter J. Wilby and Managing Director Virgil H. Cumming Member of the Board of Directors Member of the Board of Directors and Chief Operating Wendy Murdock Officer for Retail Asset Management R. Jay Gerken [Managing Director] Michael Fred Rosenbaum Chief Legal Officer Jeffrey S. Scott Chief Compliance Officer The business address of each of the directors and executive officers listed above is 388 Greenwich Street, New York, New York 10013. The names, titles and principal occupations of the executive officers of PIMCO Advisors are set forth in the following table. Name Title and Principal Occupation - ------------------------------------------------------------------------------ Managing Director, General Counsel David C. Flattum and Head of Corporate Functions Managing Director Stephen J. Treadway and Chief Executive Officer James G. Ward Executive Vice President Stewart A. Smith Vice President and Secretary -15- Executive Vice President John C. Maney and Chief Financial Officer Senior Vice President and Director Andrew Bocko of Information Technology Executive Vice President, Director of Francis C. Poli Compliance and Assistant Secretary Vinh T. Nguyen Vice President and Controller Managing Director, Chief Legal Officer Newton B. Schott, Jr. and Secretary Tim Clark Managing Director [The business address of Messrs. Flattum, Ward, Smith, Bocko, Nguyen and Maney is 888 San Clemente Drive, Suite 100, Newport Beach, California 92660. The business address of Messrs. Treadway, Poli and Clark is 1345 Avenue of the Americas, New York, New York. The business address of Mr. Schott is 2187 Atlantic Street, Stamford, Connecticut 06902.] B. Specific Fund Information. 1. Information pertaining to the election of directors: In accordance with each Fund's Charter, each Fund's Board of Directors is divided into three classes: Class I, Class II and Class III. The Emerging Markets Income Fund Inc At the Meeting, the Fund's stockholders will be asked to elect two Class III Directors to hold office until the year 2005 Annual Meeting of Stockholders or thereafter until their respective successors are duly elected and qualified. The terms of office of the Class I and Class II Directors expire at the year 2003 and 2004 Annual Meetings of Stockholders, respectively, or thereafter in each case when their respective successors are duly elected and qualified. The effect of these staggered terms is to limit the ability of other entities or persons to acquire control of the Fund by delaying the replacement of a majority of the Board of Directors. The persons named in the form of proxy accompanying the proxy statement intend to vote at the Meetings (unless directed not to vote) FOR the election of the nominees named below. The nominees for election are currently members of the Fund's Board of Directors, and have previously been elected as Directors by the Fund's stockholders, with the exception of Mr. Gerken. The nominees have indicated that they will serve if elected, but if they should be should be unable to serve, the proxy will be voted for any other person determined by the persons -16- named in the proxy in accordance with their judgment. As of April 20, 2001, Charles F. Barber became a Director emeritus* of the Fund. In September 2002 Heath B. McLendon resigned as Co-Chairman and a Director of the Fund in order to serve as Chairman of the Equity Research Policy Committee at Salomon Smith Barney Inc. In the event that the Transactions contemplated by the Purchase Agreement between PIMCO Advisors and SBAM are consummated, Mr. Treadway has agreed to resign from the Board of Directors of the Fund, and as an officer of the Fund, as described in Proposal 1 in the Proxy Statement. Otherwise, Mr. Treadway will retain his current positions. The following table provides information concerning the nominees for election as Class III Directors of the Fund:
Number of Portfolios Advised by SBAM,(1) SBAM and PIMCO Advisors,(2) and PIMCO Advisors(3) Principal and Overseen Occupation(s) by Director Other Name, Address Position(s) Length of During Past (including Directorships and Age Held with Fund Time Served 5 Years the Fund) Held by Director ------- -------------- ----------- ------- --------- ---------------- Nominees to Serve as Class III Directors until the 2005 Annual Meeting of Stockholders Non-Interested Director Nominee Leslie H. Gelb Director and Since President, The Council on [26](1) Britannica.com, The Council on Member of the 2000 Foreign Relations; formerly [6](2) Director of two Foreign Relations Audit Columnist, Deputy Editorial [0](3) registered 58 East 68th Street Committee Page Editor and Editor, investment New York, NY 10021 Op-Ed Page, The New York companies Age: 64 Times. advised by Advantage Advisers, Inc., ("Advantage"). Interested Director Nominee R. Jay Gerken** Director and Since Managing Director, Salomon [221](1) None Salomon Smith Barney Inc. Co-Chairman 2002 Smith Barney Inc. ("SSB"); [6](2) 125 Broad Street formerly, portfolio manager [0](3) New York, NY 10004 Smith Barney Growth and Age: 51 Income Fund (1994-2000) and Smith Barney Allocation Series Inc. (1996-2001).
* Upon attainment of age 80, Fund Directors are required to change to emeritus status. Directors emeritus are entitled to serve in emeritus status for a maximum of 10 years, during such time they are paid 50% of the annual retainer fee and meeting fees otherwise applicable to Fund Directors together with reasonable out-of-pocket expenses for each meeting attended. ** Mr. Gerken is an Interested Person as defined in the 1940 Act because he is a Managing Director of SSB, an affiliate of SBAM, the Fund's investment adviser. (1) Number of portfolios advised by SBAM or affiliates of SBAM. -17- (2) Number of portfolios advised by SBAM or affiliates of SBAM and PIMCO Advisors or affiliates of PIMCO Advisors. (3) Number of portfolios advised by PIMCO Advisors or affiliates of PIMCO Advisors. The following table provides information concerning the remaining Directors of the Fund:
Number of Portfolios Advised by SBAM,(1) SBAM and PIMCO Advisors,(2) and PIMCO Advisors(3) Principal and Overseen Occupation(s) by Director Other Name, Address Position(s) Length of During Past (including Directorships and Age Held with Fund Time Served 5 Years the Fund) Held by Director ------- -------------- ----------- ------- --------- ---------------- Class I Directors serving until the 2003 Annual Meeting of Stockholders Non-Interested Directors Dr. Riordan Roett Director and Since Professor and Director, [26](1) The Latin The Johns Hopkins University Member of the 1997 Latin American Studies [6](2) America Equity 1740 Massachusetts Ave. NW Audit Program, Paul H. Nitze [0](3) Fund, Inc. Washington, DC 20036 Committee School of Advanced Age: 63 International Studies, The Johns Hopkins University. Jeswald W. Salacuse Director and Since Henry J. Braker Professor [26](1) Director of two Tufts University Member of the 2000 of Commercial Law and [6](2) registered The Fletcher School Audit formerly Dean, The [1](3) investment of Law & Diplomacy Committee Fletcher School of Law & companies Packard Avenue Diplomacy, Tufts advised by Medford, MA 02155 University. Advantage. Age: 64
Class II Director serving until the 2004 Annual Meeting of Stockholders Non-Interested Director Stephen J. Treadway*** Director and Since Managing Director of [0](1) None PIMCO Advisors Co-Chairman 2000 Allianz Dresdner Asset [6](2) Distributors LLC(4) Management of America L.P. [56](3) 2187 Atlantic Street ("ADAMA") (formerly, PIMCO Stamford, CT 06902 Advisors L.P.); Managing Age: 55 Director and Chief Executive Officer of PIMCO Advisors Distributors LLC(4) since May 1996; Managing Director and Chief Executive Officer, PIMCO Advisors.
-18- *** Mr. Treadway is an Interested Person as defined in the 1940 Act because he is a director and/or officer of PIMCO Advisors, the Fund's investment manager. (1) Number of portfolios advised by SBAM or affiliates of SBAM. (2) Number of portfolios advised by SBAM or affiliates of SBAM and PIMCO Advisors or affiliates of PIMCO Advisors. (3) Number of portfolios advised by PIMCO Advisors or affiliates of PIMCO Advisors. (4) PIMCO Advisors Distributors LLC was formerly known as PIMCO Funds Distributors LLC. The name change became effective on October 31, 2002. Global Partners Income Fund Inc. At the Meeting, the Fund's stockholders will be asked to elect two Class II Directors to hold office until the year 2005 Annual Meeting of Stockholders and one Class III Director to hold office until the year 2003 Annual Meeting of Stockholders or thereafter when their respective successors are duly elected and qualified. The terms of office of the remaining Class I and Class III Directors expire at the year 2004 and 2003 Annual Meetings of Stockholders, respectively, or thereafter in each case when their respective successors are duly elected and qualified. The effect of these staggered terms is to limit the ability of other entities or persons to acquire control of the Fund by delaying the replacement of a majority of the Board of Directors. The persons named in the form of proxy accompanying the proxy statement intend to vote at the Meetings (unless directed not to vote) FOR the election of the nominees named below. The nominees for election are currently members of the Fund's Board of Directors and have previously been elected as Directors by the Fund's stockholders. Except as described below with respect to Mr. Treadway, the nominees have indicated that they will serve if elected, but if they should be 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. In the event that the Transactions contemplated by the Purchase Agreement between PIMCO Advisers and SBAM described in Proposal 1 above are consummated, Mr. Treadway has agreed to resign from the Boards of Directors of the Funds and as officer of the Funds, as applicable. Otherwise, Mr. Treadway will retain his current positions. As of April 20, 2001,Charles F. Barber became a Director emeritus* of the Fund. In September 2002 Heath B. McLendon resigned as Co-Chairman and a Director of the Fund in order to serve as Chairman of the Equity Research Policy Committee at Salomon Smith Barney Inc. The following table provides information concerning the nominees for election as Class II and III Directors of the Fund: -19-
Number of Portfolios Advised by SBAM,(1) SBAM and PIMCO Advisors,(2) and PIMCO Advisors(3) Principal and Overseen Occupation(s) by Director Other Name, Address Position(s) Length of During Past (including Directorships and Age Held with Fund Time Served 5 Years the Fund) Held by Director ------- -------------- ----------- ------- --------- --------------- Non-Interested Director Nominee Nominee to serve as Class II Director until the 2005 Annual Meeting of Stockholders Leslie H. Gelb Director and Since President, The Council on [26](1) Britannica.com, The Council on Member of the 2000 Foreign Relations; formerly [6](2) Director of two Foreign Relations Audit Columnist, Deputy Editorial [0](3) registered 58 East 68th Street Committee Page Editor and Editor, investment New York, NY 10021 Op-Ed Page, The New York companies Age: 64 Times. advised by Advantage Advisers, Inc., ("Advantage"). Interested Director Nominees Nominee to serve as Class III Director until the 2003 Annual Meeting of Stockholders R. Jay Gerken** Director and Since Managing Director, Salomon [221](1) None Salomon Smith Barney Inc. Co-Chairman 2002 Smith Barney Inc. ("SSB"); [6](2) 125 Broad Street formerly, portfolio manager [0](3) New York, NY 10004 Smith Barney Growth and Age: 51 Income Fund (1994-2000) and Smith Barney Allocation Series Inc. (1996-2001). Nominee to serve as Class II Director until the 2005 Annual Meeting of Stockholders Stephen J. Treadway*** Director and Since Managing Director of Allianz [0](1) None PIMCO Advisors Co-Chairman 2000 Dresdner Asset Management of [6](2) Distributors LLC(4) America L.P. ("ADAMA") [56](3) 2187 Atlantic Street (formerly, PIMCO Advisors Stamford, CT 06902 L.P.); Managing Director and Age: 55 Chief Executive Officer of PIMCO Advisors Distributors LLC(4) since May 1996; Managing Director and Chief Executive Officer, PIMCO Advisors.
* Upon attainment of age 80, Fund Directors are required to change to emeritus status. Directors emeritus are entitled to serve in emeritus status for a maximum of 10 years, during such time they are paid 50% of the annual retainer fee and meeting fees otherwise applicable to Fund Directors together with reasonable out-of-pocket expenses for each meeting attended. -20- ** Mr. Gerken is an Interested Person as defined in the 1940 Act because he is a Managing Director of SSB, an affiliate of SBAM, the Fund's investment adviser. *** Mr. Treadway is an Interested Person as defined in the 1940 Act because he is a director and/or officer of PIMCO Advisors, the Fund's investment manager. (1) Number of portfolios advised by SBAM or affiliates of SBAM. (2) Number of portfolios advised by SBAM or affiliates of SBAM and PIMCO Advisors or affiliates of PIMCO Advisors. (3) Number of portfolios advised by PIMCO Advisors or affiliates of PIMCO Advisors. (4) PIMCO Advisors Distributors LLC was formerly known as PIMCO Funds Distributors LLC. The name change became effective on October 31, 2002. The following table provides information concerning the remaining Directors of the Fund:
Number of Portfolios Advised by SBAM,(1) SBAM and PIMCO Advisors,(2) and PIMCO Advisors(3) Principal and Overseen Occupation(s) by Director Other Name, Address Position(s) Length of During Past (including Directorships and Age Held with Fund Time Served 5 Years the Fund) Held by Director ------- -------------- ----------- ------- --------- ---------------_ Non-Interested Directors Class I Director serving until the 2004 Annual Meeting of Stockholders Dr. Riordan Roett Director and Since Professor and Director, [26](1) The Latin The Johns Hopkins Member of the 1997 Latin American Studies [6](2) America Equity University Audit Program, Paul H. Nitze [0](3) Fund, Inc. 1740 Massachusetts Ave. NW Committee School of Advanced Washington, DC 20036 International Studies, The Age: 63 Johns Hopkins University. Class III Director serving until the 2003 Annual Meeting of Stockholders Jeswald W. Salacuse Director and Since Henry J. Braker Professor [26](1) Director of two Tufts University Member of the 2000 of Commercial Law and [6](2) registered The Fletcher School Audit formerly Dean, The [1](3) investment of Law & Diplomacy Committee Fletcher School of Law & companies Packard Avenue Diplomacy, Tufts advised by Medford, MA 02155 University. Advantage. Age: 64
-21- The Emerging Markets Income Fund Inc and Global Partners Income Fund Inc. The following table provides information concerning the dollar range of equity securities owned beneficially by each Director and nominee for election as Director as of [September 30, 2002]:
Aggregate Dollar Range of Dollar Range of Equity Equity Securities in All Securities in The Dollar Range of Equity Funds Overseen by Emerging Markets Securities in Global Director/Nominee and Name of Director/Nominee Income Fund Inc Partners Income Fund Inc. Advised by SBAM ------------------------ --------------- ------------------------- --------------- Non-Interested Directors/Nominees Leslie H. Gelb [None] [None] None Dr. Riordan Roett [None] [None] None Jeswald W. Salacuse [$1 -$10,000] [$1 -$10,000] $10,001 - $50,000 Interested Directors/Nominees *R. Jay Gerken [None] [None] over $100,000 *Stephen J. Treadway [None] [None] None
* Messrs. Gerken and Treadway are Interested Persons as defined in the 1940 Act. No Director or nominee for election as Director who is not an Interested Person of each Fund as defined in the 1940 Act, nor any immediate family member of such persons, had any interest in SBAM, each Fund's investment adviser, or PIMCO Advisors, each Fund's investment manager, or any person or entity (other than the Fund) directly or indirectly controlling, controlled by, or under common control with SBAM and/or PIMCO Advisors as of May 1, 2002. Responsibilities of the Board of Directors The Board of Directors is responsible for ensuring that each Fund is managed in the best interest of its stockholders. The Directors oversee each Fund's business by, among other things, meeting with each Fund's management and evaluating the performance of each Fund's service providers including the manager and/or adviser, the custodian, the transfer agent and the administrator. As part of this process, the Directors consult with each Fund's independent auditors and with their own separate independent counsel. The Board of Directors of each Fund has four regularly scheduled meetings each year and additional meetings are scheduled as needed. In addition, the Board of each Fund has an audit committee which meets periodically during the year and whose responsibilities are described below. The Directors regularly review each Fund's financial statements, performance and market price as well as the quality of the services being provided to each Fund. As part of this process, the Directors review each Fund's fees and expenses to determine if they are reasonable and competitive in light of the services being received and while also ensuring that each Fund continues to have access to high quality services in the future. Based on these reviews, the Directors of each Fund periodically make suggestions to their respective Fund's management -22- and monitor to ensure that responsive action is taken. The Directors of each Fund also monitor potential conflicts of interest among each Fund, their respective manager and/or adviser and their affiliates and other funds and clients managed by the manager and/or adviser to ensure that each Fund is managed in a manner which is in the best interest of each Fund's stockholders. At September 30, 2002, Directors and officers of each Fund as a group owned beneficially less than 1% of the outstanding shares of their respective Fund's capital stock. To the knowledge of each Fund's management, no person owned of record, or owned beneficially, more than 5% of their respective Fund's outstanding shares of capital stock at that date[, except that Cede & Co., a nominee for participants in Depository Trust Company, held of record [___] common shares, equal to approximately [___]% of the outstanding common shares of [____]'s capital stock]. Each Fund's executive officers are chosen each year at the meeting of the Board of Directors of that Fund immediately 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 respective successors are duly elected and qualified. In the event that the Transactions contemplated by the Purchase Agreement between PIMCO Advisors and SBAM described in Proposal 1 above are consummated, in addition to Mr. Treadway's resignation, Mr. Schott and Mr. Shlissel, each of whom is affiliated with PIMCO Advisors, have agreed to resign their respective positions as officers of the Funds. The executive officers of both The Emerging Markets Income Fund Inc and Global Partners Income Fund Inc. are listed in the section labeled "Information Pertaining to each Fund's Directors and Officers" in part "A. General Information" of this Fund Exhibit on pages [____]. Each Fund's Audit Committee is composed of all of the Directors who are not Interested Persons of that Fund, its manager and/or adviser or their affiliates within the meaning of the 1940 Act, and who are "independent" as defined in the New York Stock Exchange listing standards. Each Fund's Audit Committee is composed of Messrs. Gelb and Salacuse and Dr. Roett. The principal functions of each Fund's Audit Committee are: (i) to recommend to the Board the appointment of that Fund's independent auditors; (ii) to review with the independent auditors the scope and anticipated cost of their audit; and (iii) to receive and consider a report from the independent auditors concerning their conduct of the audit, including any comments or recommendations they might want to make in that connection. The Audit Committee of each Fund met two times during the fiscal year ended August 31, 2002. Neither Fund has nominating or compensation committees. Each Fund adopted an Audit Committee Charter at a meeting held on May 23, 2000. Report of the Audit Committee In connection with a meeting of the Audit Committee of each Fund held on October [23], 2002, the Audit Committee of each Fund reports with respect to its Fund that it has: (i) reviewed and discussed each Fund's audited financial statements with management; (ii) discussed with PricewaterhouseCoopers LLP ("PwC"), the independent auditors to each Fund, the matters (such as the quality of the Fund's accounting principals and internal controls) required to be discussed by Statement on Auditing Standards No. 61; and (iii) previously received written confirmation from PwC that it is independent and written disclosures regarding such independence as required -23- by Independence Standards Board Standard No. 1, and discussed with PwC the auditors' independence. Based on the review and discussions referred to in items (i) through (iii) above, the Audit Committee recommended to the Board of Directors of each Fund that the audited financial statements be included in each Fund's annual report for each Fund's fiscal year ended August 31, 2002. Additional Matters During the fiscal year ended August 31, 2002, the Board of Directors of each Fund held four regular meetings. The Board of Directors of The Emerging Markets Income Fund Inc held one special and two special telephonic meetings. The Board of Directors of Global Partners Income Fund Inc. held one special telephonic meeting. Each Director, with the exception of Mr. Gelb in the case of Global Partners Income Fund Inc., attended at least 75%] of the aggregate number of meetings of the Board of each Fund and the committee of each Fund for which he was eligible. A representative of PwC will be available by telephone at the Meetings to answer appropriate questions and will have an opportunity to make a statement if he or she chooses to do so. Under the federal securities laws, each Fund is required to provide to stockholders in connection with the Meeting information regarding compensation paid to the Directors by each Fund, as well as by the various other investment companies advised by PIMCO Advisors and/or SBAM. The following table provides information concerning the compensation paid from each Fund to each Director during the fiscal year ended August 31, 2002 and the total compensation paid to each Director during the calendar year ended December 31, 2001. Each of the Directors listed below is a member of each Fund's Audit Committee and other committees of certain other investment companies advised by PIMCO Advisors and/or SBAM and its affiliates, and accordingly, the amounts provided in the table include compensation for service on such committees. Neither Fund provides any pension or retirement benefits to Directors. In addition, no remuneration was paid during the fiscal year ended August 31, 2002 by either Fund to Messrs. Gerken and Treadway, who are Interested Persons of the Funds.
Aggregate Compensation from Total Compensation from the Aggregate Compensation Global Partners Fund and Other Funds Advised from The Emerging Markets Income Fund Inc. by SBAM and its Affiliates Income Fund Inc for the for the Fiscal Year for the Calendar Name of Directors Fiscal Year Ended 8/31/02 Ended 8/31/02 Year Ended 12/31/01 ----------------- ------------------------- ------------- ------------------ Directorships(A) Leslie H. Gelb.................. $9,200 $8,500 $51,700(10) Dr. Riordan Roett............... $9,200 $8,500 $83,600(10) Jeswald W. Salacuse*............ $9,200 $8,500 $83,600(10)
_________ (A) The numbers in parentheses indicate the applicable number of investment company directorships held by that Director. * Mr. Salacuse also was compensated $8,150 during the calendar year ended December 31, 2001 for his services as director of Municipal Advantage Fund Inc., which is managed by PIMCO Advisors. -24- 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 in combination require the Fund's Directors and officers, persons who own more than 10% of the Fund's capital stock, PIMCO Advisors, SBAM, and their respective directors and officers, to file reports of beneficial ownership and changes in beneficial ownership with the Securities and Exchange Commission ("SEC") and the New York Stock Exchange, Inc. Such persons are required by SEC regulations to furnish the Fund with copies of all such filings. Emerging Markets Income Fund Inc Based solely on its review of the copies of such filings received by it and certain other information received by it, the Fund believes that, for the fiscal year ended August 31, 2002, all filing requirements applicable to such persons were complied with except that timely Form 3 filings may not have been made by Anthony Pace, William Arnold, Virgil Cumming, Mark Kleinman, Ross Margolies, Wendy Murdock, and Jeffrey Scott. However, during the Fund's fiscal year ended August 31, 2002, no purchases and sales were made by any of the foregoing people and, with the exception of Anthony Pace, who is no longer employed by SBAM, they have each subsequently filed Forms 3. Global Partners Income Fund Inc. Based solely on its review of the copies of such filings received by it and certain other information received by it, the Fund believes that, for the fiscal year ended August 31, 2002, all filing requirements applicable to such persons were complied with except that timely Form 3 filings may not have been made by Thomas Flanagan, Anthony Pace, Beth Semmel, William Arnold, Virgil Cumming, Mark Kleinman, Ross Margolies, Wendy Murdock, and Jeffrey Scott. However, during the Fund's fiscal year ended August 31, 2002, no purchases and sales were made by any of the foregoing people and, with the exception of Anthony Pace, who is no longer employed by SBAM, they have each subsequently filed Forms 3. Fees Paid to Independent Accountants Audit Fees. The fees for the annual audit of each Fund's financial statements by PricewaterhouseCoopers LLP ("PwC") for the fiscal year ended August 31, 2002 were $[____] for The Emerging Markets Income Fund Inc and $[_____] for Global Partners Income Fund Inc. -25- Financial Information Systems Design and Implementation Fees. [There were no fees billed for financial information systems design and implementation services rendered by PwC to each Fund, SBAM, PIMCO Advisors or entities controlled by or affiliated with SBAM or PIMCO Advisors that provide services to each Fund for the fiscal year ended August 31, 2002.] All Other Fees. The aggregate fees billed for all other non-audit services, including fees for tax-related services, rendered by PwC to each Fund, SBAM, PIMCO Advisors and entities controlled by or affiliated with SBAM and/or PIMCO Advisors that provide services to each Fund for the fiscal year ended August 31, 2002 were $[____] for The Emerging Markets Income Fund Inc and $[_____] for Global Partners Income Fund Inc. Each Fund's Audit Committee has determined that provision of these non-audit services is compatible with maintaining the independence of PwC. -26- EXHIBIT B FORM OF INVESTMENT ADVISORY AND ADMINISTRATION AGREEMENT [THE EMERGING MARKETS INCOME FUND INC/ THE EMERGING MARKETS INCOME FUND II INC/ THE EMERGING MARKETS FLOATING RATE FUND INC./ GLOBAL PARTNERS INCOME FUND INC./ MUNICIPAL PARTNERS FUND INC./ MUNCIPAL PARTNERS FUND II INC.] [ ], 2002 Salomon Brothers Asset Management Inc 388 Greenwich Street, New York, New York 10013 Dear Sirs: This will confirm the agreement between the undersigned (the "Fund") and you (the "Investment Manager") as follows: 1. The Fund is a closed-end, [diversified][non-diversified] management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"). The Fund engages in the business of investing and reinvesting its assets in the manner and in accordance with the investment objectives and limitations specified in the Fund's Articles of Incorporation, as amended from time to time (the "Articles"), in the Registration Statement on Form N-2, as in effect from time to time (the "Registration Statement"), filed with the Securities and Exchange Commission (the "SEC") by the Fund under the 1940 Act and the Securities Act of 1933, as amended, and in such manner and to such extent as may from time to time be authorized by the Board of Directors of the Fund. Copies of the documents referred to in the preceding sentence have been furnished to the Investment Manager. Any amendments to these documents shall be furnished to the Investment Manager. 2. The Fund employs the Investment Manager to (a) make investment strategy decisions for the Fund, and supervise the Fund's investment program, including advising and consulting with the Fund's Board of Directors regarding the Fund's overall investment strategy, (b) manage the investing and reinvesting of the Fund's assets as specified in paragraph 1, (c) place purchase and sale orders on behalf of the Fund, (d) provide continuous supervision of the Fund's investment portfolio, (e) provide or procure the provision of research and statistical data in relation to investing and other matters within the scope of the investment objectives and limitations of the Fund, including access on a continuous basis to economic, financial and political information, research and assistance, [(f) provide information with respect to emerging trends and developments in the international community with particular emphasis on opportunities for emerging market country entities, (g) provide information with respect to international political, financial and social developments, particularly those relating to emerging market countries, [for each of The Emerging Markets Income Fund Inc, The Emerging Markets Income Fund II Inc, The Emerging Markets Floating Rate Fund Inc. and Global Partners Income Fund Inc. (the "Emerging Markets Funds")]] and [(f)] advise the Fund with respect to all matters relating to the Fund's use of leveraging techniques, including the extent and timing of the Fund's use of such techniques. The Investment Manager shall have the sole ultimate discretion over investment decisions for the Fund. At the Investment Manager's own expense and subject to its supervision, the Investment Manager may delegate the performance of all or a part of its services under this agreement to others. 2 3. (a) The Investment Manager shall, at its expense, (i) provide the Fund and itself with office space, office facilities and personnel reasonably necessary for performance of the following services to be provided by the Investment Manager pursuant to this agreement: (A) SEC compliance, including record keeping, reporting requirements and preparation of registration statements and proxies; (B) supervision of Fund operations, including coordination of functions of the transfer agent, custodian, accountants, counsel and other parties performing services or operational functions for the Fund, (C) administrative and clerical services, including accounting services, development of new shareholder services and maintenance of books and records; and (D) services to Fund shareholders, including responding to shareholder inquiries and maintaining a flow of information to shareholders, and (ii) provide the Fund with persons satisfactory to the Fund's Board of Directors to serve as officers and employees of the Fund. (b) Except as provided in subparagraph (a), the Fund shall be responsible for all of the Fund's expenses and liabilities, including organizational and offering expenses (which include out-of-pocket expenses, but not overhead or employee costs of the Investment Manager); expenses for legal, accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with membership in investment company organizations; fees and expenses incurred in connection with listing the Fund's shares on any stock exchange; expenses of leverage; costs of printing and distributing shareholder reports, proxy materials, prospectuses, stock certificates and distribution of dividends; charges of the Fund's custodians and sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any; fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; freight and other charges in connection with the shipment of the Fund's portfolio securities; fees and expenses of non-interested directors; travel expenses or an appropriate portion thereof of directors and officers of the Fund who are directors, officers or employees of the Investment Manager to the extent that such expenses relate to attendance at meetings of the Board of Directors or any committee thereof; salaries of shareholder relations personnel; costs of shareholders meetings; the fees of any rating agencies retained to rate any preferred stock or debt securities issued by the fund [for each of Municipal Partners Fund Inc. and Municipal Partners Fund II Inc. (the "Municipal Funds")]; insurance; interest; brokerage costs; litigation and other extraordinary or non-recurring expenses. 4. As manager of the Fund's assets, the Investment Manager shall make investments for the Fund's account in accordance with the investment objectives and limitations set forth in the Articles, the Registration Statement, the 1940 Act, the provisions of the Internal Revenue Code of 1986, as amended relating to regulated investment companies, and policy decisions adopted by the Fund's Board of Directors from time to time. The Investment Manager shall advise the Fund's officers and Board of Directors, at such times as the Fund's Board of 3 Directors may specify, of investments made for the Fund's account and shall, when requested by the Fund's officers or Board of Directors, supply the reasons for making such investments. 5. The Investment Manager may contract with or consult with such banks, other securities firms, brokers or other parties, without additional expense to the Fund, as it may deem appropriate regarding investment advice, research and statistical data, clerical assistance, accounting services or otherwise. 6. The Investment Manager is authorized on behalf of the Fund, from time to time when deemed to be in the best interests of the Fund and to the extent permitted by applicable law, to purchase and/or sell securities in which the Investment Manager or any of its affiliates underwrites, deals in and/or makes a market and/or may perform or seek to perform investment banking services for issuers of such securities. The Investment Manager is further authorized, to the extent permitted by applicable law, to select brokers for the execution of trades for the Fund, which broker may be an affiliate of the Investment Manager. 7. The Investment Manager is authorized, for the purchase and sale of the Fund's portfolio securities, to employ such dealers and brokers as may, in the judgment of the Investment Manager, implement the policy of the Fund to obtain the best net results taking into account such factors as price, including dealer spread, the size, type and difficulty of the transaction involved, the firm's general execution and operational facilities and the firm's risk in positioning the securities involved. Consistent with this policy, the Investment Manager is authorized to direct the execution of the Fund's portfolio transactions to dealers and brokers furnishing statistical information or research deemed by the Investment Manager to be useful or valuable to the performance of its investment advisory functions for the Fund. Information so received will be in addition to and not in lieu of the services required to be performed by the Investment Manager. It is understood that the expenses of the Investment Manager will not necessarily be reduced as a result of the receipt of such information or research. 8. In consideration of the services to be rendered by the Investment Manager under this agreement, the Fund shall pay the Investment Manager a monthly fee in United States dollars on the first business day of each month for the previous month at an annual rate of [1.05% [for each of the Emerging Markets Funds]] [0.55% [for each of the Municipal Funds]] of the value of the Fund's average weekly net assets [including the proceeds of any outstanding borrowings used for leverage [for each of the Municipal Funds]]. If the fee payable to the Investment Manager pursuant to this paragraph 8 begins to accrue before the end of any month or if this agreement terminates before the end of any month, the fee for the period from such date to the end of such month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion which such period bears to the full month in which such effectiveness or termination occurs. For purposes of calculating each such monthly fee, the value of the Fund's net assets shall be computed at the time and in the manner specified in the Registration Statement. 9. The Investment Manager shall exercise its best judgment in rendering the services in accordance with the terms of this agreement. The Investment Manager shall not be liable for any error of judgment or mistake of 4 law or for any act or omission or any loss suffered by the Fund in connection with the matters to which this agreement relates, provided that nothing herein shall be deemed to protect or purport to protect the Investment Manager against any liability to the Fund or its stockholders to which the Investment Manager would otherwise be subject by reason of wilful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this agreement ("disabling conduct"). The Fund will indemnify the Investment Manager against, and hold it harmless from, any and all losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses), including any amounts paid in satisfaction of judgments, in compromise or as fines or penalties, not resulting from disabling conduct by the Investment Manager. Indemnification shall be made only following: (i) a final decision on the merits by a court or other body before which the proceeding was brought that the Investment Manager was not liable by reason of disabling conduct, or (ii) in the absence of such a decision, a reasonable determination, based upon a review of the facts, that the Investment Manager was not liable by reason of disabling conduct by (a) the vote of a majority of a quorum of directors of the Fund who are neither "interested persons" of the Fund nor parties to the proceeding ("disinterested non-party directors"), or (b) an independent legal counsel in a written opinion. The Investment Manager shall be entitled to advances from the Fund for payment of the reasonable expenses incurred by it in connection with the matter as to which it is seeking indemnification in the manner and to the fullest extent permissible under law. The Investment Manager shall provide to the Fund a written affirmation of its good faith belief that the standard of conduct necessary for indemnification by the Fund has been met and a written undertaking to repay any such advance if it should ultimately be determined that the standard of conduct has not been met. In addition, at least one of the following additional conditions shall be met: (a) the Investment Manager shall provide security in form and amount acceptable to the Fund for its undertaking; (b) the Fund is insured against losses arising by reason of the advance; or (c) a majority of a quorum of disinterested non-party directors, or independent legal counsel, in a written opinion, shall have determined, based on a review of facts readily available to the Fund at the time the advance is proposed to be made, that there is reason to believe that the Investment Manager will ultimately be found to be entitled to indemnification. 10. This agreement shall continue in effect until two years from the date hereof and thereafter for successive annual periods, provided that such continuance is specifically 5 approved at least annually (a) by the vote of a majority of the Fund's outstanding voting securities (as defined in the 1940 Act) or by the Fund's Board of Directors and (b) by the vote, cast in person at a meeting called for the purpose, of a majority of the Fund's directors who are not parties to this agreement or "interested persons" (as defined in the 1940 Act) of any such party. This agreement may be terminated at any time, without the payment of any penalty, by a vote of a majority of the Fund's outstanding voting securities (as defined in the 1940 Act) or by a vote of a majority of the Fund's entire Board of Directors on 60 days' written notice to the Investment Manager or by the Investment Manager on 60 days' written notice to the Fund. This agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act). 11. Except to the extent necessary to perform the Investment Manager's obligations under this agreement, nothing herein shall be deemed to limit or restrict the right of the Investment Manager, or any affiliate of the Investment Manager, or any employee of the Investment Manager, to engage in any other business or to devote time and attention to the management or other aspects of any other business, whether of a similar or dissimilar nature, or to render services of any kind to any other corporation, firm, individual or association. 12. This agreement shall be governed by the laws of the State of New York. 13. All notices hereunder shall be in writing and shall be delivered in person or by telex or facsimile (followed by delivery in person to the parties at the addresses set forth below). 6 If to the Fund: [The Emerging Markets Income Fund Inc/ The Emerging Markets Income Fund II Inc/ The Emerging Markets Floating Rate Fund Inc./ Global Partners Income Fund Inc./ Municipal Partners Fund Inc./ Municipal Partners Fund II Inc.] c/o Salomon Brothers Asset Management Inc 125 Broad Street, New York, New York 10004 Attention: President If to the Investment Manager: Salomon Brothers Asset Management Inc 388 Greenwich Street, New York, New York 10013 Attention: President or such other name or address as may be given in writing to the other party. Unless specifically provided elsewhere, notice given as provided above shall be deemed to have been given, if by personal delivery, on the day of such delivery, and if by telex or facsimile and mail, on the date on which such telex or facsimile is sent. 14. This agreement constitutes the entire agreement among the parties hereto. 15. This agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. 7 If the foregoing correctly sets forth the agreement between the Fund and the Investment Manager, please so indicate by signing and returning to the Fund the enclosed copy hereof. Very truly yours, [THE EMERGING MARKETS INCOME FUND INC/ THE EMERGING MARKETS INCOME FUND II INC/ THE EMERGING MARKETS FLOATING RATE FUND INC./ GLOBAL PARTNERS INCOME FUND INC./ MUNICIPAL PARTNERS FUND INC./ MUNICIPAL PARTNERS FUND II INC.] By:________________________ Name: Title: ACCEPTED: SALOMON BROTHERS ASSET MANAGEMENT INC By:___________________________ Name: Title: - ----------------------------------------------------------------------------- GLOBAL PARTNERS INCOME FUND INC. PROXY SOLICITED ON BEHALF OF THE DIRECTORS The undersigned hereby appoints R. Jay Gerken, Christina T. Sydor, Robert A. Vegliante and Robert M. Nelson, and each of them, 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 Global Partners Income Fund Inc. (the "Fund") which the undersigned is entitled to vote at the Annual Joint Meeting of Stockholders of the Fund to be held at Citigroup Center, 153 East 53rd Street, 14th Floor, Conference Room K, New York, New York on Wednesday, December 11, 2002, at [3 p.m.], and at any adjournments thereof. The undersigned hereby acknowledges receipt of the Notice of Annual and Special Joint Meetings of Stockholders and accompanying Proxy Statement 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 person 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 proxy previously given. This proxy, if properly executed, will be voted in the manner directed by the stockholder. If no direction is made, this proxy will be voted FOR Proposal 1 and FOR Proposal 2 (including all of the Nominees for Director). Please refer to the Proxy Statement for a discussion of the Proposals. (continued on reverse side) - ------------------------------------------------------------------------------ Please date, sign and mail your proxy card back as soon as possible! Annual Joint Meeting of Stockholders GLOBAL PARTNERS INCOME FUND INC. December 11, 2002 Please Detach and Mail in the Envelope Provided - ------------------------------------------------------------------------------ A /X/ Please mark your votes as in this example. 1. APPROVAL OF NEW INVESTMENT ADVISORY AND ADMINISTRATION AGREEMENT BETWEEN SALOMON BROTHERS ASSET MANAGEMENT INC AND THE FUND. FOR /_/ AGAINST /_/ ABSTAIN /_/ FOR Nominees WITHHOLD listed at Authority to right (except vote for all as marked to Nominees listed the contrary) at right 2. ELECTION Nominee (Class III) to serve until OF the year 2003 Annual Meeting: DIRECTORS. (01) R. Jay Gerken /_/ /_/ Nominees (Class II) to serve until the year 2005 Annual Meeting: (02) Stephen J. Treadway (03) Leslie H. Gelb 3. Any other business that may properly come before the Meeting. 4. I will be attending the Meeting. /_/ (INSTRUCTION: To withhold authority to vote for any individual Nominee, write the name of the Nominee(s) on the line below.) ____________________________________ Please Complete, Sign and Date hereon and Mail in Accompanying Postpaid Envelope. SIGNATURE _____________________________ DATE______________, 2002 SIGNATURE _____________________________ DATE______________, 2002 IF JOINTLY HELD NOTE: Please sign this proxy 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. - ------------------------------------------------------------------------------ -----END PRIVACY-ENHANCED MESSAGE-----