Salomon Brothers Global Partners Income Fund Inc.

Board Approval of Management Agreement (unaudited)

Background
The members of the Board of Salomon Brothers Global Partners
Fund Inc. (the "Fund"),
 including the Fund's independent, or non-interested, Board
members
(the "Independent Board Members"), received extensive
information from the Fund's
manager (the "Manager") to assist them in their consideration of
the Fund's management
agreement (the "Management Agreement"). This includes a variety
of information about
the Manager, including the advisory arrangements for the Fund and
other funds overseen
by the Board, certain portions of which are discussed below.
Board Approval of Management Agreement
On June 23, 2005, Citigroup Inc. entered into a definitive
agreement (the "Transaction
Agreement") with Legg Mason, Inc. ("Legg Mason") under which
Citigroup agreed to sell
substantially all of its asset management business, CAM, which
includes the Manager, to
Legg Mason in exchange for the broker-dealer and investment
banking businesses of Legg
Mason and certain other considerations (the "Transaction"). The
Transaction closed on
December 1, 2005.
The consummation of the Transaction resulted in the automatic
termination of the
Fund's current management agreement for each CAM-advised
fund overseen by the Board
(the "CAM funds") including the Fund (each, a "Current
Management Agreement") in
accordance with the Investment Company Act of 1940, as
amended (the "1940 Act"). At
meetings held on August 12, 2005, the Fund's Board, including the
Independent Board
Members, unanimously approved a new management agreement
between each CAM fund
including the Fund, and the Manger (each, a "New Management
Agreement") and
authorized the Fund's officers to submit the New Management
Agreement to shareholders
for their approval.
In anticipation of the Transaction, members of the Fund's Board
met in person on
July 11, 2005 and August 12, 2005 for purposes of, among other
things, considering
whether it would be in the best interests of each CAM fund and its
shareholders to
approve the New Management Agreement between the Fund and
the Fund's Manager. At
those Board meetings, and for the reasons discussed below, the
Board, including a majority
of the Independent Board Members, unanimously approved each
New Management
Agreement and unanimously recommended its approval by
shareholders in order to assure
continuity of investment advisory services to the CAM funds after
the Transaction.
To assist the Boards in their consideration of the New Management
Agreements, Legg
Mason provided materials and information about Legg Mason,
including its financial
condition and asset management capabilities and organization, and
Legg Mason and
CAM provided materials and information about the Transaction
between Legg Mason
and Citigroup. The Independent Board Members, through their
independent legal counsel,
also requested and received additional information from CAM and
Legg Mason in
connection with their consideration of the agreements. The
additional information was
provided in advance of and at the August meetings. In addition, the
Independent Board
Members consulted with their counsel on various occasions and
received from their coun
sel a memorandum outlining, among other things, the legal
standards and certain other
considerations relevant to the Board Members' deliberations.
On July 11, 2005 and August 12, 2005, members of the Boards
discussed with CAM
management and certain Legg Mason representatives the
Transaction and Legg Mason's
general plans and intentions regarding CAM funds, including the
preservation, strengthening
and growth of CAM's business and its combination with Legg
Mason's business.
The Board Members also inquired about the plans for and
anticipated roles and responsibilities
of certain CAM employees and officers after the Transaction. The
Independent
Board Members of the Board also conferred separately and with
their counsel about the
Transaction on a number of occasions, including in connection
with the July discussion
and August meetings.
At the Board's August meeting, representatives of CAM and Legg
Mason made presentations
to and responded to questions from the Board. After the
presentations and after
reviewing the written materials provided, the Independent Board
Members met in executive
session with their counsel to consider the New Management
Agreement.
Among other things, the Board Members considered:
(i) the reputation, financial strength and resources of Legg Mason
and its investment
advisory subsidiaries;
(ii) that Legg Mason and its wholly-owned subsidiary, Western
Asset Management
Company and its affiliates ("Western Asset"), are experienced and
respected asset management
firms, and that Legg Mason has advised the Board Members that
(a) it intends to
combine the fixed income investment operations (including money
market fund operations)
of CAM with those of Western Asset and may also wish to
combine other CAM
operations with those of other Legg Mason subsidiaries; (b) after
the closing of the
Transaction, it will take steps to combine the investment
management operations of
Western Asset with the fixed income operations of the Manager to
CAM funds, which,
among other things, may involve Western Asset, the Manager to
CAM funds sharing
common systems and procedures, employees (including portfolio
managers), investment
and trading platforms, and other resources; (c) it is expected that
these combination
processes will result in changes to portfolio managers or portfolio
management teams for
a number of CAM funds, subject to Board consent and appropriate
notice to shareholders,
and that, in other cases, the current portfolio managers or
portfolio management
teams will remain in place; and (d) in the future, it may
recommend that Western Asset
or other Legg Mason subsidiaries be appointed as the adviser or
subadviser to certain
CAM funds, including the Fund, subject to applicable regulatory
requirements;
(iii) that CAM management and Legg Mason have advised the
Boards that following
the Transaction, there is not expected to be any diminution in the
nature, quality and
extent of services provided to each CAM fund, including the Fund
and its shareholders by
the Manager, including compliance services;
(iv) the assurances from Citigroup and Legg Mason that, for a
three year period following
the closing of the Transaction, the Manager will have substantially
the same access to
the Citigroup sales force when distributing shares of CAM funds as
is currently provided
to CAM and that other arrangements between the Manager and
Citigroup sales channels
will be preserved;
(v) that Legg Mason and Citigroup intend to enter into an
agreement in connection
with the Transaction under which Citigroup-affiliated broker-
dealers will continue to offer
CAM funds as investment products, and the potential benefits to
fund shareholders from
this and other third-party distribution access;
(vi) the potential benefits to CAM fund shareholders from being
part of a combined
fund family with Legg Mason-sponsored funds, including possible
economies of scale and
access to investment opportunities;
(vii) that Citigroup and Legg Mason would derive benefits from
the Transaction and
that as a result, they have a financial interest in the matters that
were being considered;
(viii) the potential effects of regulatory restrictions on CAM funds
if Citigroup affiliated
broker-dealers remain the principal underwriters for CAM funds;
(ix) the fact that the Fund's total advisory and administrative fees
will not increase by
virtue of the New Management Agreement, but will remain the
same;
(x) the terms and conditions of the New Management Agreement,
including the differences
from the Current Management Agreement, and where, applicable,
the benefits of a
single, uniform form of agreement covering these services;
(xi) that in July 2005 each Board had performed a full annual
review of the Fund's
Current Management Agreement as required by the 1940 Act, and
had determined that
the Manager has the capabilities, resources and personnel
necessary to provide the advisory
and administrative services currently provided to the Fund; and
that the advisory
and/or management fees paid by the Fund represent reasonable
compensation to the
Manager in light of the nature, extent and quality of the services
to be provided by the
Manager, the investment performance of the Fund and the
Manager, the costs of the services
to be provided and the profits to be realized by the Manager and its
affiliates from the
relationship with the Fund, the extent to which economies of scale
may be realized as the
Fund grows, the reflection of these economies of scale in the fee
levels for the benefit of
Fund shareholders, and such other matters as the Board Members
considered relevant in
the exercise of their reasonable judgment;
(xii) that the Fund would not bear the costs of obtaining
shareholder approval of the
New Management Agreement; and
(xiii) that under the Transaction Agreement, Citigroup and Legg
Mason have agreed
not to take any action that is not contemplated by the Transaction
or fail to take any
action that to their respective knowledge would cause any of the
requirements of Section
15(f ) not to be met.
Certain of these considerations are discussed in more detail below.
In their deliberations, the Board Members considered information
received in connection
with their recent approval of continuance of each Current
Management Agreement
in addition to information provided by Legg Mason and CAM in
connection with their
evaluation of the terms and conditions of the New Management
Agreement. The Board
Members did not identify any particular information that was all-
important or control-
ling, and each Board Member attributed different weights to the
various factors. The
Board Members evaluated all information available to them on a
fund-by-fund basis, and
their determinations were made separately in respect of each fund.
The Board Members,
including a majority of the Independent Board Members,
concluded that the terms of the
New Management Agreements, including the New Management
Agreement for the Fund,
are fair and reasonable, that the fees stated therein are
reasonable in light of the services to
be provided to each fund, and that the New Management
Agreements should be
approved and recommended to Fund shareholders.
Nature, Quality and Extent of Services Provided
In evaluating the nature, quality and extent of the services to be
provided by the Manager
under the New Management Agreements, the Board Members
considered, among other
things, the expected impact, if any, of the Transaction on the
operations, facilities, organization
and personnel of the Manager; the potential implications of
regulatory restrictions
on the CAM funds following the Transaction; the ability of the
Manager to perform its
duties after the Transaction, taking into account, where the CAM
fund currently has a
subadviser, the delegation of certain duties to the subadviser;
and any anticipated changes
to the current investment and other practices of the CAM funds.
The Board Members
considered Legg Mason's advice that, after the closing of the
Transaction, Legg Mason
intends to review all aspects of the Funds' operations (including
equity, fixed income and
money market fund operations). The Board Members considered
Legg Mason's advice
that it intends to combine the fixed income investment operations
of CAM with those of
Western Asset and may also wish to combine other CAM
operations with those of other
Legg Mason subsidiaries. The Board Members noted that Western
Asset is an experienced
and respected institutional asset manager that focuses on managing
fixed income assets on
behalf of institutional separate accounts, retirement plans and
other institutional investors,
including mutual funds. The Board Members further noted that, as
of June 30, 2005,
Western Asset managed approximately $230 billion in assets on
behalf of its clients. The
Board Members considered Legg Mason's advice that, after the
closing of the sale, Legg
Mason will take steps to combine the investment management
operations of Western
Asset with the fixed income operations of the Manager and, in
relevant cases, Citigroup
Asset Management Limited (the "Subadviser") to the CAM funds,
which, among other
things, may involve Western Asset, the Manager and, in relevant
cases, the Subadviser to
the CAM funds sharing common systems and procedures,
employees (including portfolio
managers), investment and trading platforms, and other resources.
The Board Members
also considered Legg Mason's advice that it is expected that the
combination processes
described above will result in additional changes to portfolio
managers or portfolio management
teams for a number of the CAM funds, subject to Board consent
and appropriate
notice to shareholders, and that, in other cases, the current
portfolio managers or
portfolio management teams will remain in place. The Board
Members also considered
Legg Mason's advice that, in the future, Legg Mason may
recommend that Western Asset
or other Legg Mason subsidiaries be appointed as the adviser or
subadviser to some or all
of the CAM funds, subject to applicable regulatory requirements.

The Board Members were advised that if Citigroup-affiliated
broker-dealers remain the
CAM funds' principal underwriters, the CAM funds would
continue to be subject to
restrictions concerning certain transactions involving Citigroup
affiliates (for example,
transactions with a Citigroup broker-dealer acting as principal)
absent regulatory relief or
clarification.
Based on their review of the materials provided and the assurances
they had received
from CAM management and Legg Mason, the Board Members
determined that the
Transaction was not expected to adversely affect the nature and
quality of services provided
by the Manager and that the Transaction was not expected to have
a material adverse
effect on the ability of the Manager to provide those services. It
was noted, however, that,
in addition to the changes previously described, it is expected
that there will be other
changes in personnel following the Transaction or after the
combination of CAM's operations
with those of Legg Mason subsidiaries. The Board Members noted
that if current
portfolio managers or other personnel cease to be available, each
Board would consider all
available options, which could include seeking the investment
advisory or other services of
Legg Mason affiliates or investment advisers not affiliated with
Legg Mason. In this
regard, it was noted that Legg Mason has indicated that it could
potentially make available
to the Manager additional portfolio management resources in the
event of loss of
CAM personnel for particular investment disciplines. Accordingly,
the Board Members
concluded that, overall, they were satisfied at the present time
with assurances from Legg
Mason and CAM as to the expected nature, extent and quality of
the services to be provided
to the CAM funds under the New Management Agreements.
Costs of Services Provided and Profitability
In evaluating the costs of the services to be provided by the
Manager under the New
Management Agreements and the profitability to the Manager of
their relationships with
the Fund, the Board Members considered, among other things,
whether advisory and
administrative (or management) fees or other expenses would
change as a result of the
Transaction. Based on their review of the materials provided and
the assurances they had
received from CAM management and Legg Mason, the Board
Members determined that
the Transaction would not increase the fees payable for advisory
and administrative (or
management) services and that overall CAM fund expenses were
not expected to increase
materially as a result of the Transaction. The Board Members
noted that it was not possible
to predict how the Transaction would affect the Manager's
profitability from its relationship
with the CAM funds, but that they had been satisfied in their
most recent review
of the Current Management Agreements, including the Fund's
Current Management
Agreement, that the Manager's level of profitability from its
relationship with the Fund
was not excessive. It was noted that in conjunction with that
review, the Board Members
had obtained an independent accountant's review of the
methodology used to determine
the Manager's profitability. The Board Members concluded that,
overall, they were satisfied
that currently, the Manager's level of profitability from its
relationship with each
CAM fund, including, the Fund, was not excessive.
The Board Members noted that they expect to receive Manager
profitability information
on an annual basis and thus be in a position to evaluate whether
any adjustments in
Fund fees and/or fee breakpoints would be appropriate.
Fall-Out Benefits
In evaluating the fall-out benefits to be received by the Manager
under the New
Management Agreements, the Board Members considered whether
the Transaction would
have an impact on the fall-out benefits received by virtue of the
Current Management
Agreements. Based on their review of the materials provided,
including materials received
in connection with their recent approval of the continuance of
each Current Management
Agreement, and their discussions with CAM management, Legg
Mason and Western
Asset, the Board Members determined that those benefits could
include increased ability
for Legg Mason to distribute shares of its funds and other
investment products and to
obtain research services using the CAM funds' portfolio
transaction brokerage. The Board
Members noted that any such benefits were difficult to quantify
with certainty at this
time, and indicated that they would continue to evaluate them
going forward.
Fees and Economies of Scale
In reviewing the Transaction, the Board Members considered,
among other things,
whether advisory and administrative fees or other expenses would
change as a result of the
Transaction. Based on the assurances they had received from CAM
management and Legg
Mason, the Board Members determined that as a result of the
Transaction, each CAM
fund's total advisory and administrative fees would not increase.
The Board Members
noted that in conjunction with their most recent deliberations
concerning the Current
Management Agreements, advisory or management fee reductions
and fee breakpoints
had been implemented for certain funds, and that after taking
those reductions and
breakpoints into account, the Board Members had determined that
the total fees for advisory
and administrative services for many CAM funds were reasonable
in light of the services
provided and that CAM management had already initiated or
would be taking steps
to address the Board Members' concerns regarding the fee levels
of other CAM funds. It
was noted that in conjunction with the recent review of the Current
Management
Agreements, the Board Members had received, among other
things, a report from Lipper,
Inc. ("Lipper") comparing each CAM fund's fees, expenses and
performance to those of a
peer group for that CAM fund selected by Lipper, and information
as to the fees charged
by the Manager to other registered investment company clients for
investment management
services. The Board Members concluded that because the advisory
and administrative
fees for each CAM fund were not expected to increase as a result
of the Transaction,
each CAM fund's fees for advisory and administrative services
remain appropriate and
that no additional fee reductions or breakpoints were necessary at
this time. The Board
Members recognized that Legg Mason may realize economies of
scale from the
Transaction based on certain consolidations and synergies of
operations.
Investment Performance
The Board Members noted that investment performance for many
CAM funds was satisfactory
or better, and that CAM management had already implemented or
undertaken to
implement steps to address investment performance in other CAM
funds. Following the
closing of the Transaction, these steps may include combining
certain CAM operations
with those of certain Legg Mason subsidiaries. The Boards noted
Legg Mason's considerable
investment management experience and capabilities, but were
unable to predict what
effect, if any, consummation of the Transaction would have on the
future performance of
the CAM funds, including the Fund.