-----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, IYxPvYghkruQS6KjBPlXXEZjxMd49jgovmzDJ/da7wP5LZi2zUE4gJOd5W4jIeMV EQWQ0Hnd7FGBDfd8rscS+g== 0000950117-03-004642.txt : 20031031 0000950117-03-004642.hdr.sgml : 20031031 20031031165835 ACCESSION NUMBER: 0000950117-03-004642 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20030831 FILED AS OF DATE: 20031031 EFFECTIVENESS DATE: 20031031 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SALOMON BROTHERS GLOBAL PARTNERS INCOME FUND INC CENTRAL INDEX KEY: 0000911638 IRS NUMBER: 313731196 STATE OF INCORPORATION: MD FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-07994 FILM NUMBER: 03970455 BUSINESS ADDRESS: STREET 1: 125 BROAD STREET STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 800-777-0102 MAIL ADDRESS: STREET 1: 125 BROAD STREET STREET 2: 10TH FLOOR, MF-2 CITY: NEW YORK STATE: NY ZIP: 10004 FORMER COMPANY: FORMER CONFORMED NAME: GLOBAL PARTNERS INCOME FUND INC DATE OF NAME CHANGE: 19930907 N-CSR 1 a36220.txt SALOMON BROTHERS GLOBAL PARTNERS INCOME FUND UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-7994 Salomon Brothers Global Partners Income Fund Inc. (Exact name of registrant as specified in charter) 125 Broad Street, New York, NY 10004 (Address of principal executive offices) (Zip code) Christina T. Sydor, Esq. Salomon Brothers Asset Management Inc 300 First Stamford Place Stamford, CT 06902 (Name and address of agent for service) Registrant's telephone number, including area code: (800) 725-6666 Date of fiscal year end: August 31 Date of reporting period: August 31, 2003 ITEM 1. REPORT TO STOCKHOLDERS. The Annual Report to Stockholders is filed herewith. [INSERT SHAREHOLDER REPORT] SALOMON BROTHERS GLOBAL PARTNERS INCOME FUND INC. - ------------------------------------------ Letter from the Chairman Dear Shareholder, The philosopher Bertrand Russell famously remarked that, 'Change is one thing, progress is another.' You will notice in the following pages that we have begun to implement some changes to your shareholder report and we will be reflecting other changes in future reports. Our aim is to make meaningful improvements in reporting on the management of your Fund and its performance, not just to enact change for change's sake. Please bear with us during this transition period. [R. JAY GERKEN PHOTO] R. JAY GERKEN, CFA Chairman and Chief Executive Officer We know that you have questions about fund managers' decisions and plans, and we want to be sure that you have easy access to the information you need. Keeping investors informed is, and always will be, one of my top priorities as Chairman of your Fund. To that end, we encourage you to contact Investor Relations at 1-800-SALOMON. We have also included a separate Manager Commentary along with this report, which we hope will give you a better understanding of your Fund and its management. As always, thank you for entrusting your assets to us. We look forward to helping you continue to meet your financial goals. Please read on to learn more about your Fund's performance and the Manager's strategy. Sincerely, R. J GERKEN R. Jay Gerken, CFA Chairman and Chief Executive Officer September 16, 2003 SALOMON BROTHERS GLOBAL PARTNERS INCOME FUND INC. - -------------------------------- Manager Overview PERFORMANCE REVIEW During the 12 months ended August 31, 2003, the Salomon Brothers Global Partners Income Fund Inc. ('Fund') distributed dividends to shareholders totaling $1.43 per share. The table below shows the 12-month total return based on the Fund's August 31, 2003 net asset value ('NAV') per share and its New York Stock Exchange closing price.(i) PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS. Based on NAV, the Fund, which returned 49.79%, significantly outperformed both the J.P. Morgan Emerging Markets Bond Index Plus ('EMBI+')(ii) and the Citigroup High-Yield Market Index ('High-Yield Index')(iii), which returned 30.32% and 26.89%, respectively, for the same period. It also ranked second out of 12 funds in its Lipper peer group of closed-end emerging markets debt funds, which returned 39.15% for the same period.(iv)
PRICE 12-MONTH PER SHARE TOTAL RETURN(V) --------- ------------- $11.55 (NAV) 49.79% $13.11 (NYSE) 42.71%
HIGH YIELD MARKET REVIEW The high-yield market rallied during the year from oversold levels last summer, with the High-Yield Index recording eight consecutive monthly increases from November through June. The rally began as default rates started to decline, the economy appeared to be showing signs of improvement, and additional reports of fraudulent corporate accounting activity diminished. The Fed's reduction of a key short-term interest rate target to 1.25% in November further contributed to an improving environment for high-yield securities. Despite weak equity markets, a struggling economy, the conflict with Iraq and heightened concerns about North Korea's nuclear program, the high-yield market continued to gain momentum throughout the first quarter of 2003. As major hostilities in Iraq ended, many companies reported first-quarter earnings that were in line with estimates, which continued to aid a recovering equity market. These events, coupled with expectations during May that the Fed may cut its short-term interest rate targets again, all helped buoy high-yield securities through mid-June. In June the Fed cut its target for the federal funds rate to a four-decade low of 1% to trigger a more accommodative borrowing environment to promote economic growth. Bond prices proceeded to fall causing their yields (which move opposite to prices) to rise following a statement from the Fed suggesting that the economy may be stronger than expected, leading many investors to believe that rates might have bottomed. The high-yield market lost ground from the end of June SALOMON BROTHERS GLOBAL PARTNERS INCOME FUND INC. into the middle of August as the yield on 10-year U.S. Treasuries soared from the low 3% range in mid-June to almost 4.5% by the middle of August. These rising yields, the subsequent outflows of cash from high-yield bond funds, and the over-abundant quantity of new issues on the market (which created supply pressures) caused the high-yield market to move lower. However, the market reversed course and rallied through the close of the period, and high-yield bond mutual funds received record inflows in the final week of August as the market was repriced to address the new range of yields on 10-year U.S. Treasuries. ANALYSIS OF HIGH-YIELD FUND HOLDINGS Rallying from distressed levels last year, bonds rated CCC and those falling into a variety of credit categories in the cable and media, communications towers, energy, technology, telecommunications and utilities sectors finished the year among the top performers of the High-Yield Index. For the period, the Fund increased its weighting to issues in the 'CCC' category, moving from an underweighted to overweighted position. The Fund's increased weighting in this credit category contributed to its performance later in the period. During the period, many bonds in the utilities and energy sectors were added to the High-Yield Index. Therefore, although the Fund increased its exposure to the utilities and energy sectors during the period, it remained underweighted in relation to this index. The Fund's underweighted position in the utilities and energy sectors detracted from its performance versus the High-Yield Index. For the period, the Fund decreased its weighting in the cable and media and technology sectors, maintaining an overweight position in cable and media and shifting to an underweight position in technology. The Fund increased its communications towers holdings, which increased the Fund's existing overweight position in this sector. The most significant underperforming sectors included airlines, healthcare, metals and mining, restaurants, supermarkets and drugstores, and textiles. The Fund held underweight positions in the airlines, metals and mining, restaurants, supermarkets and drugstores sectors. In addition, the Fund moved to an underweight position in the healthcare sector, and it increased its overweight holdings in textiles. EMERGING MARKETS DEBT OVERVIEW The Fund's fiscal year ended August 31, 2003, was a very strong period for emerging markets debt. Despite high volatility in global equity markets, military conflict in Iraq and uncertainty surrounding several high-profile elections in some emerging market countries, the markets started to rally last October. The spreads on sovereign debt, a common gauge of risk premium representing the difference between yields on emerging market debt and U.S. Treasuries, tightened by 537 basis points(vi) since the end of last September and 382 basis points over the reporting period, closing the fiscal year at 504 basis points over U.S. Treasuries. SALOMON BROTHERS GLOBAL PARTNERS INCOME FUND INC. The 10-month rally in emerging markets debt came to a halt in mid-June due to the sell-off in the U.S. Treasury market. The yield on 10-year U.S. Treasuries (which moves inversely to the securities' price) increased from 3.11% on June 13th, the lowest level in 45 years, to 4.41% by the end of July, closing the period at 4.47% on August 31st. As a result, in July the EMBI+ posted negative monthly returns for the first time since last September. Negative returns in a spread-tightening environment underscored the impact that the weakness in the U.S. Treasury market had on emerging markets debt. Despite this recent setback, overall emerging market performance during the fiscal year was strong and all countries in the EMBI+ posted positive returns for the period. The returns were heavily influenced by returns in Latin American countries as markets welcomed ambitious political and economic reform programs introduced by the newly elected leaders of Brazil and Ecuador. During the period, Brazil and Ecuador posted impressive gains of 65.83% and 58.16%, respectively. The market rally was also supported by higher oil prices, which is an important source of revenues for many oil-exporting countries in the emerging markets. ANALYSIS OF EMERGING MARKET FUND HOLDINGS The emerging markets debt component of the Fund benefited from our barbell investment strategy of investing in more stable credit securities, such as Mexico, Panama and Bulgaria, with selective investments in more credit-sensitive issuers which we believed had more spread-compression potential (e.g., Ecuador, Brazil and Colombia). The more stable credit securities did well during a volatile U.S. Treasury environment. More credit-sensitive selections performed well during the market rally as their improving fundamentals drove spreads tighter. LOOKING FOR ADDITIONAL INFORMATION? The Fund is traded under the symbol 'GDF' and its closing market price is available in most newspapers under the New York Stock Exchange listings. The daily NAV is available online under symbol XGDFX. Barron's and The Wall Street Journal's Monday editions carry closed-end fund tables that will provide additional information. In addition, the Fund issues a quarterly allocation press release that can be found on most major financial web sites. In a continuing effort to provide information concerning the Fund, shareholders may call 1-888-777-0102 or 1-800-SALOMON (toll free), Monday through Friday from 8:00 a.m. to 6:00 p.m. Eastern Time (ET), for the Fund's current NAV, market price and other information regarding the Fund's portfolio holdings and allocations. SALOMON BROTHERS GLOBAL PARTNERS INCOME FUND INC. Thank you for your investment in the Salomon Brothers Global Partners Income Fund Inc. We appreciate that you have entrusted us to manage your money and value our relationship with you. Sincerely, PETER J. WILBY BETH A. SEMMEL Peter J. Wilby, CFA Beth A. Semmel, CFA President Executive Vice President JAMES E. CRAIGE THOMAS K. FLANAGAN James E. Craige, CFA Thomas K. Flanagan, CFA Executive Vice President Executive Vice President September 16, 2003 The information provided in this letter by the Manager is not intended to be a forecast of future events, a guarantee of future results or investment advice. Views expressed may differ from those of the firm as a whole. Portfolio holdings and breakdowns are as of August 31, 2003 and are subject to change. Please refer to pages 6 through 17 for a list and percentage breakdown of the Fund's holdings. (i) NAV is a price that reflects the value of the Fund's underlying portfolio. However, the price at which an investor may buy or sell shares of the Fund is at the Fund's market price as determined by supply of and demand for the Fund's common shares. (ii) The EMBI+ is a total return index that tracks the traded market for U.S. dollar-denominated Brady and other similar sovereign restructured bonds traded in the emerging markets. Please note that an investor cannot invest directly in an index. (iii) The High-Yield Index is a broad-based unmanaged index of high-yield securities. Please note that an investor cannot invest directly in an index. (iv) PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS. Lipper is a major independent mutual-fund tracking organization. Rankings in the Lipper closed-end emerging market debt funds category are based on average annual total returns assuming reinvestment of dividends and capital gains, as of August 31, 2003. Each fund is ranked within a universe of funds similar in portfolio characteristics and capitalizations, as defined by Lipper, Inc. Rankings are based on performance that does not include commissions. Results would have been less favorable had commissions been included. The Fund's shares were ranked 2 out of 12 and 9 out of 12 for the 1- and 5-year periods, respectively. (v) Total returns are based on changes in NAV or the market price, respectively. Total returns assume the reinvestment of all dividends and/or capital gains distributions in additional shares. (vi) A basis point is one one-hundredth (1/100 or 0.01) of one percent. SALOMON BROTHERS GLOBAL PARTNERS INCOME FUND INC. - -------------------------------------- Schedule of Investments August 31, 2003
FACE AMOUNT SECURITY(a) VALUE - ---------------------------------------------------------------------------------------------- Corporate Bonds -- 48.1% Basic Industries -- 5.3% $ 450,000 Abitibi-Consolidated Inc., Debentures, 8.850% due 8/1/30.... $ 445,519 450,000 Acetex Corp., Sr. Notes, 10.875% due 8/1/09................. 492,750 375,000 Airgas, Inc., 9.125% due 10/1/11............................ 414,375 475,000 Anchor Glass Container Corp., Secured Notes, 11.000% due 2/15/13.................................................... 523,688 700,000 Applied Extrusion Technologies, Inc., Series B, 10.750% due 7/1/11..................................................... 469,000 525,000 Berry Plastics Corp., 10.750% due 7/15/12................... 578,812 575,000 Bowater Inc., Debentures, 9.500% due 10/15/12............... 603,993 Buckeye Technologies Inc., Sr. Sub. Notes: 450,000 9.250% due 9/15/08......................................... 434,250 350,000 8.000% due 10/15/10........................................ 320,250 500,000 Huntsman Advanced Materials LLC, Secured Notes, 11.000% due 7/15/10 (b)................................................ 530,000 800,000 ISP Chemco Inc., Series B, 10.250% due 7/1/11............... 886,000 275,000 Luscar Coal Ltd., Sr. Notes, 9.750% due 10/15/11............ 312,125 Lyondell Chemical Co.: 250,000 9.500% due 12/15/08........................................ 242,500 50,000 Secured Notes, Series B, 9.875% due 5/1/07................. 49,750 500,000 Methanex Corp., Sr. Notes, 8.750% due 8/15/12............... 538,750 500,000 Millar Western Forest Products Ltd., Sr. Notes, 9.875% due 5/15/08.................................................... 515,000 Millennium America Inc.: 415,000 9.250% due 6/15/08......................................... 431,600 375,000 Sr. Notes, 9.250% due 6/15/08 (b).......................... 390,000 500,000 Noveon, Inc., Series B, 11.000% due 2/28/11................. 557,500 125,000 OM Group, Inc., 9.250% due 12/15/11......................... 120,625 875,000 Plastipak Holdings, Inc., 10.750% due 9/1/11................ 953,750 300,000 Pliant Corp., Secured Notes, 11.125% due 9/1/09 (b)......... 311,250 500,000 Radnor Holdings Corp., Sr. Notes, 11.000% due 3/15/10 (b)... 402,500 275,000 Rhodia S.A., Sr. Sub. Notes, 8.875% due 6/1/11 (b).......... 277,750 100,000 Tekni-Plex, Inc., Series B, 12.750% due 6/15/10............. 97,000 Tembec Industries, Inc.: 225,000 8.625% due 6/30/09......................................... 222,750 500,000 8.500% due 2/1/11.......................................... 495,000 575,000 Westlake Chemical Corp., 8.750% due 7/15/11 (b)............. 589,375 ------------ 12,205,862 ------------ Consumer Cyclicals -- 4.1% 175,000 CKE Restaurants, Inc., 9.125% due 5/1/09.................... 166,250 Cole National Group, Inc., Sr. Sub. Notes: 250,000 8.625% due 8/15/07......................................... 242,500 450,000 8.875% due 5/15/12......................................... 434,250 700,000 CSK Auto Inc., 12.000% due 6/15/06.......................... 778,750
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FACE AMOUNT SECURITY(a) VALUE - ---------------------------------------------------------------------------------------------- Consumer Cyclicals -- 4.1% (continued) $ 275,000 Eye Care Centers of America, Inc., 9.125% due 5/1/08........ $ 257,125 875,000 Finlay Fine Jewelry Corp., Sr. Notes, 8.375% due 5/1/08..... 890,313 640,000 The Gap, Inc., Notes, 10.550% due 12/15/08.................. 765,600 575,000 HMH Properties, Inc., Sr. Notes, Series C, 8.450% due 12/1/08.................................................... 590,094 125,000 Host Marriott L.P., Series I, 9.500% due 1/15/07............ 133,125 325,000 Interface, Inc., Sr. Sub. Notes, Series B, 9.500% due 11/15/05................................................... 292,500 500,000 John Q. Hammons Hotels L.P., 1st Mortgage, Series B, 8.875% due 5/15/12................................................ 525,000 600,000 Leslie's Poolmart, Sr. Notes, 10.375% due 7/15/08 (b)....... 603,000 Levi Strauss & Co., Sr. Notes: 565,000 11.625% due 1/15/08........................................ 542,400 410,000 12.250% due 12/15/12....................................... 377,200 400,000 Oxford Industries, Inc., Sr. Notes, 8.875% due 6/1/11 (b)... 418,000 375,000 PETCO Animal Supplies, Inc., Sr. Sub. Notes, 10.750% due 11/1/11.................................................... 425,625 50,000 Phillips-Van Heusen Corp., Sr. Notes, 8.125% due 5/1/13 (b)........................................................ 50,875 Saks Inc.: 250,000 7.500% due 12/1/10......................................... 257,500 225,000 9.875% due 10/1/11......................................... 254,813 700,000 Starwood Hotels & Resorts Worldwide, Inc., 7.875% due 5/1/12..................................................... 735,000 600,000 Tommy Hilfiger USA, Inc., 6.850% due 6/1/08................. 601,500 ------------ 9,341,420 ------------ Consumer Non-Cyclicals -- 9.3% 525,000 aaiPharma Inc., 11.000% due 4/1/10.......................... 577,500 Ahold Finance U.S.A., Inc.: 100,000 6.875% due 5/1/29.......................................... 82,500 425,000 Notes, 8.250% due 7/15/10.................................. 433,500 625,000 AKI, Inc., Sr. Notes, 10.500% due 7/1/08.................... 643,750 475,000 Ameristar Casinos, Inc., 10.750% due 2/15/09................ 532,000 269,000 Applica Inc., Sr. Sub. Notes, 10.000% due 7/31/08........... 281,777 475,000 Argosy Gaming Co., 10.750% due 6/1/09....................... 521,313 325,000 Athena Neurosciences Finance LLC, 7.250% due 2/21/08........ 247,812 750,000 Coast Hotels and Casinos, Inc., 9.500% due 4/1/09........... 802,500 500,000 Constellation Brands, Inc., Series B, 8.125% due 1/15/12.... 523,125 450,000 Dade Behring Holdings Inc., 11.910% due 10/3/10............. 513,000 450,000 Extendicare Health Services, Inc., 9.500% due 7/1/10........ 484,875 175,000 Fleming Cos., Inc., 10.125% due 4/1/08 (c).................. 21,875 1,461,000 Hines Horticulture, Inc., Sr. Sub. Notes, Series B, 12.750% due 10/15/05............................................... 1,541,355 125,000 Holmes Group Inc., Series B, 9.875% due 11/15/07............ 109,375 750,000 Home Interiors & Gifts, Inc., 10.125% due 6/1/08............ 768,750 750,000 Horseshoe Gaming Holding Corp., Series B, 8.625% due 5/15/09.................................................... 793,125 875,000 IASIS Healthcare Corp., 13.000% due 10/15/09................ 982,188 475,000 Icon Health & Fitness, Inc., 11.250% due 4/1/12............. 501,125
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FACE AMOUNT SECURITY(a) VALUE - ---------------------------------------------------------------------------------------------- Consumer Non-Cyclicals -- 9.3% (continued) $ 600,000 InSight Health Services Corp., Series B, 9.875% due 11/1/11.................................................... $ 627,000 500,000 Jafra Cosmetics International Inc., Sr. Sub. Notes, 10.750% due 5/15/11 (b)............................................ 527,500 500,000 Kerzner International Ltd., 8.875% due 8/15/11.............. 541,250 750,000 MGM MIRAGE, 9.750% due 6/1/07............................... 840,000 725,000 North Atlantic Trading Co., Inc., Series B, 11.000% due 6/15/04.................................................... 685,125 Park Place Entertainment Corp., Sr. Sub. Notes: 625,000 7.875% due 12/15/05........................................ 659,375 425,000 8.875% due 9/15/08......................................... 468,563 400,000 Playtex Products, Inc., 9.375% due 6/1/11................... 396,000 200,000 Remington Products Co., LLC, Sr. Sub. Notes, Series D, 11.000% due 5/15/06........................................ 201,000 Rite Aid Corp.: 75,000 11.250% due 7/1/08......................................... 80,625 975,000 Sr. Notes, 7.625% due 4/15/05.............................. 979,875 Sealy Mattress Co., Series B: 250,000 10.875% due 12/15/07....................................... 253,750 800,000 Sr. Sub. Notes, 9.875% due 12/15/07........................ 788,000 350,000 Sola International Inc., Notes, 6.875% due 3/15/08.......... 338,188 450,000 Station Casinos, Inc., Sr. Sub. Notes, 9.875% due 7/1/10.... 497,250 575,000 Tempur-Pedic Inc. and Tempur Production U.S.A. Inc., Sr. Sub. Notes, 10.250% due 8/15/10 (b)........................ 589,375 425,000 Tenet Healthcare Corp., Sr. Notes, 6.875% due 11/15/31...... 374,000 875,000 United Industries Corp., Series D, 9.875% due 4/1/09........ 896,875 575,000 Vanguard Health Systems, Inc., 9.750% due 8/1/11............ 589,375 550,000 Venetian Casino Resort, LLC, 11.000% due 6/15/10............ 628,375 ------------ 21,322,946 ------------ Energy -- 4.7% Dynegy Holdings Inc.: Debentures: 700,000 7.125% due 5/15/18........................................ 500,500 750,000 7.625% due 10/15/26....................................... 525,000 650,000 Secured Notes, 9.875% due 7/15/10 (b)..................... 663,000 El Paso Corp., Sr. Notes: 675,000 7.800% due 8/1/31................................ ........ 516,375 675,000 7.750% due 1/15/32........................................ 516,375 255,000 Grey Wolf, Inc., 8.875% due 7/1/07.......................... 262,012 83,000 Key Energy Services, Inc., Series B, 14.000% due 1/15/09.... 91,715 625,000 Magnum Hunter Resources, Inc., 9.600% due 3/15/12........... 665,625 250,000 Nuevo Energy Co., Sr. Sub. Notes, Series B, 9.375% due 10/1/10.................................................... 267,500 1,000,000 PennzEnergy Co., Debentures, 10.250% due 11/1/05............ 1,150,260 323,000 Pride International, Inc., Sr. Notes, 9.375% due 5/1/07..... 334,305 450,000 Swift Energy Co., Sr. Sub. Notes, 10.250% due 8/1/09........ 479,250
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FACE AMOUNT SECURITY(a) VALUE - ---------------------------------------------------------------------------------------------- Energy -- 4.7% (continued) $ 1,125,000 United Refining Co., Series B, 10.750% due 6/15/07.......... $ 894,375 600,000 Vintage Petroleum, Inc., Sr. Sub. Notes, 9.750% due 6/30/09.................................................... 639,000 810,000 Western Gas Resources, Inc., 10.000% due 6/15/09............ 866,700 500,000 Westport Resources Corp., 8.250% due 11/1/11................ 537,500 The Williams Cos., Inc.: Notes: 300,000 7.625% due 7/15/19........................................ 273,750 1,250,000 7.875% due 9/1/21......................................... 1,156,250 200,000 8.750% due 3/15/32........................................ 195,500 125,000 Sr. Notes, 8.625% due 6/1/10............................... 130,625 ------------ 10,665,617 ------------ Finance Services -- 0.9% 987,700 Airplanes Pass-Through Trust, Series D, 10.875% due 3/15/19.................................................... 29,631 525,000 Felcor Lodging L.P., 10.000% due 9/15/08.................... 551,906 475,000 MeriStar Hospitality Corp., 9.125% due 1/15/11.............. 472,625 125,000 MeriStar Hospitality Operating Partnership, L.P., 10.500% due 6/15/09................................................ 127,813 750,000 Sovereign Bancorp., Inc., Sr. Notes, 10.500% due 11/15/06... 881,245 ------------ 2,063,220 ------------ Housing Related -- 0.4% 875,000 Nortek Holdings, Inc., Sr. Notes, Series B, 8.875% due 8/1/08..................................................... 901,250 ------------ Manufacturing -- 3.1% 500,000 Alliant Techsystems Inc., 8.500% due 5/15/11................ 542,500 275,000 Case Corp., Notes, 7.250% due 1/15/16....................... 247,844 575,000 Eagle-Picher Industries, Inc., Sr. Notes, 9.750% due 9/1/13 (b)........................................................ 592,250 425,000 Fedders North America, Inc., 9.375% due 8/15/07............. 362,312 425,000 Flowserve Corp., 12.250% due 8/15/10........................ 488,750 175,000 Ford Motor Co., Notes, 7.450% due 7/16/31................... 155,903 375,000 Ford Motor Credit Co., Notes, 7.250% due 10/25/11........... 379,503 275,000 General Binding Corp., 9.375% due 6/1/08.................... 266,750 275,000 General Motors Acceptance Corp., Notes, 6.875% due 8/28/12.................................................... 272,467 General Motors Corp.: 100,000 Debentures, 8.375% due 7/15/33............................. 99,108 475,000 Sr. Notes, 7.125% due 7/15/13.............................. 481,286 750,000 L-3 Communications Corp., 7.625% due 6/15/12................ 783,750 200,000 LDM Technologies, Inc., Series B, 10.750% due 1/15/07....... 200,000 500,000 Moll Industries, Inc., Sr. Sub. Notes, 10.500% due 7/1/08 (c)(d)..................................................... 7,500 300,000 NMHG Holding Co., 10.000% due 5/15/09....................... 322,500 450,000 Sequa Corp., Sr. Notes, 9.000% due 8/1/09................... 474,750 300,000 Tenneco Automotive Inc., Secured Notes, 10.250% due 7/15/13 (b)................................................ 312,000
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FACE AMOUNT SECURITY(a) VALUE - ---------------------------------------------------------------------------------------------- Manufacturing -- 3.1% (continued) $ 700,000 Terex Corp., Series B, 10.375% due 4/1/11................... $ 778,750 TRW Automotive Inc.: 150,000 Sr. Notes, 9.375% due 2/15/13 (b).......................... 167,250 75,000 Sr. Sub. Notes, 11.000% due 2/15/13 (b).................... 86,250 ------------ 7,021,423 ------------ Media and Cable -- 8.4% 850,000 AOL Time Warner Inc., 7.625% due 4/15/31.................... 923,601 Charter Communications Holdings, LLC: Sr. Discount Notes: 600,000 Zero coupon until 1/15/05, (11.750% thereafter), due 1/15/10.................................................. 381,000 1,050,000 Zero coupon until 1/15/06, (13.500% thereafter), due 1/15/11.................................................. 603,750 1,255,000 Zero coupon until 4/1/04, (9.920% thereafter), due 4/1/11. 847,125 1,075,000 Zero coupon until 5/15/06, (11.750% thereafter), due 5/15/11.................................................. 585,875 Sr. Notes: 250,000 8.250% due 4/1/07......................................... 202,500 275,000 10.750% due 10/1/09....................................... 221,375 250,000 10.250% due 1/15/10....................................... 192,500 CSC Holdings Inc., Sr. Sub. Debentures: 75,000 9.875% due 2/15/13......................................... 78,750 1,100,000 10.500% due 5/15/16........................................ 1,204,500 225,000 Dex Media East LLC/Dex Media East Finance Co., 9.875% due 11/15/09................................................... 255,938 325,000 Dex Media West LLC/Dex Media West Finance Co., Sr. Sub. Notes, 9.875% due 8/15/13 (b).............................. 364,000 500,000 DirecTV Holdings LLC, Sr. Notes, 8.375% due 3/15/13 (b)..... 548,750 EchoStar DBS Corp., Sr. Notes: 300,000 10.375% due 10/1/07........................................ 333,375 775,000 9.125% due 1/15/09......................................... 862,187 875,000 9.375% due 2/1/09.......................................... 935,156 600,000 Insight Midwest, L.P., Sr. Notes, 10.500% due 11/1/10....... 634,500 300,000 Interep National Radio Sales, Inc., Series B, 10.000% due 7/1/08..................................................... 262,500 625,000 LIN Television Corp., 8.000% due 1/15/08.................... 668,750 50,000 Mediacom Broadband LLC, 11.000% due 7/15/13................. 54,750 700,000 Mediacom LLC, Sr. Notes, 9.500% due 1/15/13................. 710,500 550,000 NextMedia Operating, Inc., 10.750% due 7/1/11............... 611,875 1,904,901 NTL Inc., Secured Notes, Payment-in-Kind, 19.000% due 1/1/10..................................................... 1,799,709 675,000 Pegasus Satellite Communications, Inc., Sr. Discount Notes, (zero coupon until 3/1/04, 13.500% thereafter), due 3/1/07. 438,750 Quebecor World U.S.A. Inc.: 875,000 8.375% due 11/15/08........................................ 914,352 125,000 Sr. Sub. Notes, 7.750% due 2/15/09......................... 130,439
- -------------------------------------------------------------------------------- SEE NOTES TO FINANCIAL STATEMENTS. PAGE 10 SALOMON BROTHERS GLOBAL PARTNERS INCOME FUND INC. - -------------------------------------- Schedule of Investments (continued) August 31, 2003
FACE AMOUNT SECURITY(a) VALUE - ---------------------------------------------------------------------------------------------- Media and Cable -- 8.4% (continued) R.H. Donnelly Finance Corp. I: $ 225,000 10.875% due 12/15/12....................................... $ 263,250 100,000 10.875% due 12/15/12 (b)................................... 117,000 375,000 Radio One, Inc., Series B, 8.875% due 7/1/11................ 411,563 Telewest Communications PLC: 390,000 Sr. Discount Notes, zero coupon until 2/1/05, (11.375% thereafter), due 2/1/10................................... 130,650 1,065,000 Sr. Notes, 11.250% due 11/1/08 (c)......................... 452,625 250,000 Time Warner Inc., 6.625% due 5/15/29........................ 242,710 United Pan-Europe Communications N.V., Series B: Sr. Discount Notes: 850,000 Zero coupon until 11/1/04, (13.375% thereafter), due 11/1/09 (c)............................................. 191,250 325,000 Zero coupon until 2/1/05, (13.750% thereafter), due 2/1/10 (c).............................................. 69,875 Sr. Notes: 100,000 10.875% due 8/1/09 (c).................................... 33,500 1,075,000 11.250% due 2/1/10 (c).................................... 360,125 675,000 11.500% due 2/1/10 (c).................................... 227,813 Vivendi Universal SA, Sr. Notes: 900,000 6.250% due 7/15/08 (b)..................................... 904,500 250,000 9.250% due 4/15/10 (b)..................................... 280,625 585,000 Yell Finance B.V., Sr. Notes, 10.750% due 8/1/11............ 669,825 ------------ 19,121,818 ------------ Services and Other -- 1.8% Allied Waste North America, Inc., Series B: 750,000 7.875% due 1/1/09.......................................... 771,562 325,000 10.000% due 8/1/09......................................... 353,438 225,000 9.250% due 9/1/12.......................................... 244,125 350,000 Brand Services, Inc., 12.000% due 10/15/12.................. 394,188 550,000 COMFORCE Operating Inc., Sr. Notes, Series B, 12.000% due 12/1/07.................................................... 338,250 1,250,000 The Holt Group, Inc., 9.750% due 1/15/06 (c)................ 43,750 555,000 Mail-Well, Inc., Series B, 8.750% due 12/15/08.............. 532,800 225,000 Muzak LLC, Sr. Notes, 10.000% due 2/15/09 (b)............... 238,500 630,000 Pierce Leahy Command Co., 8.125% due 5/15/08................ 652,050 2,000,000 Safety-Kleen Services, Inc., 9.250% due 6/1/08 (c).......... 2,400 450,000 SITEL Corp., 9.250% due 3/15/06............................. 429,750 ------------ 4,000,813 ------------ Technology -- 0.9% 625,000 Unisys Corp., Sr. Notes, 8.125% due 6/1/06.................. 669,531 1,125,000 Xerox Capital (Europe) PLC, 5.875% due 5/15/04.............. 1,132,031 275,000 Xerox Corp., Notes, 5.500% due 11/15/03..................... 277,063 ------------ 2,078,625 ------------
- -------------------------------------------------------------------------------- SEE NOTES TO FINANCIAL STATEMENTS. PAGE 11 SALOMON BROTHERS GLOBAL PARTNERS INCOME FUND INC. - -------------------------------------- Schedule of Investments (continued) August 31, 2003
FACE AMOUNT SECURITY(a) VALUE - ---------------------------------------------------------------------------------------------- Telecommunications -- 6.6% $ 475,000 Alamosa (Delaware), Inc., 13.625% due 8/15/11............... $ 448,875 500,000 Alamosa Holdings, Inc., (zero coupon until 2/15/05, 12.875% thereafter), due 2/15/10................................... 370,000 850,000 American Tower Corp., Sr. Notes, 9.375% due 2/1/09.......... 864,875 365,000 American Tower Escrow Corp., Discount Notes, zero coupon due 8/1/08..................................................... 242,725 925,000 AT&T Corp., Sr. Notes, 8.500% due 11/15/31.................. 1,047,196 AT&T Wireless Services Inc.: 775,000 Notes, 8.125% due 5/1/12................................... 891,417 Sr. Notes: 475,000 7.875% due 3/1/11......................................... 537,467 375,000 8.750% due 3/1/31......................................... 445,871 Crown Castle International Corp.: 125,000 Sr. Discount Notes, (zero coupon until 5/15/04, 10.375% thereafter), due 5/15/11.................................. 123,750 1,000,000 Sr. Notes, 10.750% due 8/1/11.............................. 1,102,500 500,000 Dobson Communications Corp., Sr. Notes, 10.875% due 7/1/10..................................................... 545,000 Global Crossing Holdings Ltd.: 1,700,000 9.125% due 11/15/06 (c).................................... 63,750 250,000 9.500% due 11/15/09 (c).................................... 9,375 Nextel Communications, Inc.: 775,000 Sr. Discount Notes, 9.950% due 2/15/08..................... 815,688 Sr. Notes: 400,000 9.375% due 11/15/09....................................... 434,000 1,125,000 7.375% due 8/1/15......................................... 1,133,437 900,000 Qwest Communications International Inc., Sr. Notes, Series B, 7.500% due 11/1/08...................................... 848,250 1,025,000 Qwest Corp., Notes, 8.875% due 3/15/12 (b).................. 1,101,875 Qwest Services Corp., Notes: 100,000 13.500% due 12/15/10 (b)................................... 115,000 231,000 14.000% due 12/15/14 (b)................................... 273,735 SBA Communications Corp.: 400,000 Sr. Discount Notes, 12.000% due 3/1/08..................... 418,000 225,000 Sr. Notes, 10.250% due 2/1/09.............................. 204,187 275,000 SpectraSite, Inc., Sr. Notes, 8.250% due 5/15/10 (b)........ 287,375 Sprint Capital Corp.: 875,000 6.875% due 11/15/28........................................ 820,190 775,000 8.750% due 3/15/32......................................... 883,576 254,000 TeleCorp PCS, Inc., 10.625% due 7/15/10..................... 300,990 575,000 UbiquiTel Operating Co., (zero coupon until 4/15/05, 14.000% thereafter), due 4/15/10................................... 307,625 500,000 Western Wireless Corp., Sr. Notes, 9.250% due 7/15/13 (b)... 502,500 ------------ 15,139,229 ------------ Transportation -- 0.2% 400,000 General Maritime Corp., Sr. Notes, 10.000% due 3/15/13 (b)................................................ 438,500 ------------
- -------------------------------------------------------------------------------- SEE NOTES TO FINANCIAL STATEMENTS. PAGE 12 SALOMON BROTHERS GLOBAL PARTNERS INCOME FUND INC. - -------------------------------------- Schedule of Investments (continued) August 31, 2003
FACE AMOUNT SECURITY(a) VALUE - ---------------------------------------------------------------------------------------------- Utilities -- 2.4% The AES Corp., Sr. Sub. Notes: $ 50,000 8.375% due 8/15/07......................................... $ 47,500 200,000 8.500% due 11/1/07......................................... 190,000 Avon Energy Partners Holdings: 575,000 Notes, 6.460% due 3/4/08 (b)............................... 501,688 575,000 Sr. Notes, 7.050% due 12/11/07 (b)......................... 501,687 1,825,000 Calpine Canada Energy Finance ULC, 8.500% due 5/1/08........ 1,396,125 Calpine Corp.: 350,000 Secured Notes, 8.500% due 7/15/10 (b)...................... 330,750 250,000 Sr. Notes, 8.625% due 8/15/10.............................. 183,750 Edison Mission Energy, Sr. Notes: 50,000 10.000% due 8/15/08........................................ 41,750 975,000 7.730% due 6/15/09......................................... 760,500 300,000 9.875% due 4/15/11......................................... 247,500 950,000 Mirant Americas Generation, LLC, Sr. Notes, 9.125% due 5/1/31 (c)................................................. 698,250 Reliant Resources, Inc., Secured Notes: 175,000 9.250% due 7/15/10 (b)..................................... 163,625 550,000 9.500% due 7/15/13 (b)..................................... 508,750 ------------ 5,571,875 ------------ Total Corporate Bonds (Cost -- $108,751,433)............... 109,872,598 ------------ Convertible Bonds -- 0.4% Consumer Non-Cyclicals -- 0.1% 450,000 Elan Finance Corp. Ltd., zero coupon due 12/14/18........... 249,750 ------------ Technology -- 0.2% 500,000 Avaya Inc., Sr. Notes, zero coupon due 10/31/21............. 268,125 475,000 Sanmina-SCI Corp., Sub. Debentures, zero coupon due 9/12/20.................................................... 232,750 ------------ 500,875 ------------ Telecommunications -- 0.1% 325,000 American Tower Corp., Notes, 5.000% due 2/15/10............. 287,219 ------------ Total Convertible Bonds (Cost -- $847,738)................. 1,037,844 ------------ Sovereign Bonds -- 48.2% Brazil -- 14.9% Federal Republic of Brazil: 4,325,000 11.500% due 3/12/08........................................ 4,627,750 2,275,000 12.000% due 4/15/10........................................ 2,391,594 475,000 8.875% due 4/15/24......................................... 366,344
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FACE AMOUNT SECURITY(a) VALUE - ---------------------------------------------------------------------------------------------- Brazil -- 14.9% (continued) Federal Republic of Brazil (continued): $ 600,000 10.125% due 5/15/27........................................ $ 519,150 2,250,000 11.000% due 8/17/40........................................ 2,052,000 19,234,624 C Bond, 8.000% due 4/15/14................................. 17,317,173 4,275,000 DCB, Series L, 2.1875% due 4/15/12 (e)..................... 3,444,047 3,853,846 FLIRB, Series L, 2.125% due 4/15/09 (e).................... 3,328,378 ------------ 34,046,436 ------------ Bulgaria -- 1.4% Republic of Bulgaria: 2,050,000 8.250% due 1/15/15......................................... 2,265,250 1,025,000 Discount, Series A, 1.9375% due 7/28/24 (e)................ 991,687 ------------ 3,256,937 ------------ Colombia -- 3.5% Republic of Colombia: 2,887,000 8.625% due 4/1/08.......................................... 3,143,221 2,000,000 10.000% due 1/23/12........................................ 2,167,500 2,275,000 10.750% due 1/15/13........................................ 2,569,613 ------------ 7,880,334 ------------ Costa Rica -- 0.5% 1,000,000 Republic of Costa Rica, 6.914% due 1/31/08 (b).............. 1,080,000 ------------ Ecuador -- 4.2% 12,320,000 Republic of Ecuador, 12.000% due 11/15/12................... 9,702,000 ------------ Mexico -- 7.3% 1,200,000 PEMEX Project Funding Master Trust, 6.125% due 8/15/08 (b)................................................ 1,243,500 United Mexican States: 4,500,000 6.625% due 3/3/15.......................................... 4,518,000 500,000 8.125% due 12/30/19........................................ 540,000 8,650,000 8.300% due 8/15/31......................................... 9,307,400 1,075,000 7.500% due 4/8/33.......................................... 1,069,625 ------------ 16,678,525 ------------ Panama -- 2.5% Republic of Panama: 525,000 9.625% due 2/8/11.......................................... 593,250 3,800,000 9.375% due 1/16/23......................................... 4,066,000 850,000 9.375% due 4/1/29.......................................... 969,000 ------------ 5,628,250 ------------
- -------------------------------------------------------------------------------- SEE NOTES TO FINANCIAL STATEMENTS. PAGE 14 SALOMON BROTHERS GLOBAL PARTNERS INCOME FUND INC. - -------------------------------------- Schedule of Investments (continued) August 31, 2003
FACE AMOUNT SECURITY(a) VALUE - ---------------------------------------------------------------------------------------------- Peru -- 1.1% Republic of Peru: $ 1,175,000 9.125% due 1/15/08......................................... $ 1,311,594 1,335,000 FLIRB, 4.500% due 3/7/17 (e)............................... 1,128,075 ------------ 2,439,669 ------------ Philippines -- 2.6% Republic of Philippines: 1,550,000 9.375% due 1/18/17......................................... 1,656,563 3,675,000 10.625% due 3/16/25........................................ 4,056,281 264,447 FLIRB, Series B, 2.0625% due 6/1/08 (e).................... 247,919 ------------ 5,960,763 ------------ Russia -- 8.5% Russia Federation: 6,200,000 10.000% due 6/26/07........................................ 7,308,250 2,600,000 8.250% due 3/31/10......................................... 2,886,000 10,175,540 5.000% due 3/31/30 (e)..................................... 9,323,339 ------------ 19,517,589 ------------ Turkey -- 1.7% Republic of Turkey: 3,200,000 11.500% due 1/23/12........................................ 3,440,000 425,000 11.000% due 1/14/13........................................ 450,500 ------------ 3,890,500 ------------ Total Sovereign Bonds (Cost -- $100,376,153)............... 110,081,003 ------------ Loan Participations (e)(f) -- 1.7% Kingdom of Morocco: 3,872,916 Tranche A, 2.0313% due 1/2/09 (J.P. Morgan Chase & Co., Merrill Lynch, Pierce, Fenner & Smith Inc., UBS Paine Webber Inc.)............................................... 3,737,364 156,862 Tranche B, 2.0313% due 1/2/04 (Morgan Stanley Co. Inc.)..... 150,587 ------------ Total Loan Participations (Cost -- $3,760,298)............. 3,887,951 ------------
- -------------------------------------------------------------------------------- SEE NOTES TO FINANCIAL STATEMENTS. PAGE 15 SALOMON BROTHERS GLOBAL PARTNERS INCOME FUND INC. - -------------------------------------- Schedule of Investments (continued) August 31, 2003
SHARES SECURITY(a) VALUE - ---------------------------------------------------------------------------------------------- Common Stock (g) -- 0.9% 12,166 Axiohm Transaction Solutions, Inc.. 0 5 Glasstech Inc. (d).......................................... 0 5,664 Mattress Discounters Co. (d)................................ 50,979 17,310 NTL Inc..................................................... 696,554 27,106 SpectraSite, Inc............................................ 867,392 44,962 UnitedGlobalCom, Inc., Class A Shares....................... 300,346 ------------ Total Common Stock (Cost -- $3,412,063).................... 1,915,271 ------------ Escrow Shares (d)(g) -- 0.0% 1,750,000 Breed Technologies, Inc..................................... 0 1,000,000 Imperial Sugar Co........................................... 0 625,000 Pillowtex Corp.............................................. 0 397,208 Vlasic Foods International Inc.............................. 44,487 ------------ Total Escrow Shares (Cost -- $0)........................... 44,487 ------------ Preferred Stock -- 0.5% 12 Anvil Holdings Inc., Series B, 13.000% (g).................. 294 CSC Holdings Inc.: 5,975 Series H, 11.750% due 10/1/07.............................. 628,869 4,175 Series M, 11.125% due 4/1/08............................... 437,331 5 Glasstech Inc. (d)(g)....................................... 0 23 NTL Europe, Inc. (g)........................................ 72 TCR Holding Corp. (d)(g): 4,091 Class B.................................................... 4 2,250 Class C.................................................... 2 5,932 Class D.................................................... 6 12,271 Class E.................................................... 12 ------------ Total Preferred Stock (Cost -- $878,679)................... 1,066,590 ------------
- -------------------------------------------------------------------------------- SEE NOTES TO FINANCIAL STATEMENTS. PAGE 16 SALOMON BROTHERS GLOBAL PARTNERS INCOME FUND INC. - -------------------------------------- Schedule of Investments (continued) August 31, 2003
WARRANTS/ RIGHTS SECURITY(a) VALUE - --------------------------------------------------------------------------------------------------------------------- Warrants and Rights (g) -- 0.0% 365 American Tower Escrow Corp., (Exercise price of $0.01 per share expiring on 8/1/08. Each warrant exercisable for 14.095 shares of common stock.).......... $ 48,545 1,837,246 ContiFinancial Corp., Units of Interest, (Represents interests in a trust in the liquidation of ContiFinancial Corp. and its affiliates.).............. 27,559 1,000 Mattress Discounters Co., (Exercise price of $0.01 per share expiring on 7/15/07. Each warrant exercisable for 4.850 shares of Class A common stock and 0.539 shares of Class L common stock.)............................................. 750 4,202 Pillowtex Corp., (Exercise price of $28.99 per share expiring on 11/24/09. Each warrant exercisable for 1 share of common stock.)..................... 0 750 UbiquiTel Operating Co., (Exercise price of $22.74 per share expiring on 4/15/10. Each warrant exercisable for 5.965 shares of common stock.)........... 8 192,000 United Mexican States Rights........................................... 240 39,270 Venezuela Discount Rights (d).......................................... 0 ------------ Total Warrants and Rights (Cost -- $114,972).......................... 77,102 ------------ FACE AMOUNT - ----------- Repurchase Agreement -- 0.2% $ 395,000 Merrill Lynch Government Securities Inc., 1.01% due 9/2/03; Proceeds at maturity -- $395,044; (Fully collateralized by U.S. Treasury Bonds, 7.125% to 9.125% due 5/15/16 to 2/15/23; Market value -- $402,901) (Cost -- $395,000).... 395,000 ------------ Total Investments -- 100.0% (Cost -- $218,536,336*).................. $228,377,846 ------------ ------------
- --------- (a) All securities segregated as collateral pursuant to loan agreement. (b) Security is exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in transactions that are exempt from registration, normally to qualified institutional buyers. (c) Security is currently in default. (d) Security is valued in accordance with fair valuation procedures. (e) Interest rate shown reflects current rate on instruments with variable rates or step coupon rates. (f) Participation interests were acquired through the financial institutions indicated parenthetically. (g) Non-income producing security. * Aggregate cost for Federal income tax purposes is $219,077,814. Abbreviations used in this schedule: DCB -- Debt Conversion Bond FLIRB -- Front-Loaded Interest Reduction Bond - -------------------------------------------------------------------------------- SEE NOTES TO FINANCIAL STATEMENTS. PAGE 17 SALOMON BROTHERS GLOBAL PARTNERS INCOME FUND INC. - -------------------------------------------------- Statement of Assets and Liabilities August 31, 2003 ASSETS: Investments, at value (Cost -- $218,536,336)............ $228,377,846 Cash..................................................... 388 Receivable for securities sold........................... 607,344 Interest receivable...................................... 5,064,486 Prepaid expenses......................................... 12,103 ------------ TOTAL ASSETS............................................. 234,062,167 ------------ LIABILITIES: Loan payable (Note 4).................................... 59,124,414 Loan interest payable (Note 4)........................... 240,441 Management fee payable................................... 152,085 Accrued expenses......................................... 194,589 ------------ TOTAL LIABILITIES........................................ 59,711,529 ------------ TOTAL NET ASSETS............................................ $174,350,638 ------------ ------------ NET ASSETS: Common stock ($0.001 par value, 100,000,000 shares authorized; 15,089,651 shares outstanding).............. $ 15,090 Capital paid in excess of par value...................... 206,872,474 Overdistributed net investment income.................... (302,264) Accumulated net realized loss from investment transactions............................................ (42,076,172) Net unrealized appreciation of investments............... 9,841,510 ------------ TOTAL NET ASSETS............................................ $174,350,638 ------------ ------------ NET ASSET VALUE, PER SHARE ($174,350,638 [div] 15,089,651 shares outstanding)........................................ $11.55 ------ ------
- -------------------------------------------------------------------------------- SEE NOTES TO FINANCIAL STATEMENTS. PAGE 18 SALOMON BROTHERS GLOBAL PARTNERS INCOME FUND INC. - -------------------------------------- Statement of Operations For the Year Ended August 31, 2003 INVESTMENT INCOME: Interest................................................. $ 23,225,606 Dividends................................................ 68,999 ------------ TOTAL INVESTMENT INCOME.................................. 23,294,605 ------------ EXPENSES: Management fee (Note 2).................................. 1,630,730 Interest expense (Note 4)................................ 1,566,917 Legal fees............................................... 80,343 Custody.................................................. 72,916 Shareholder communications............................... 69,137 Audit and tax services................................... 65,874 Loan fees................................................ 41,365 Directors' fees.......................................... 40,125 Shareholder servicing fees............................... 38,237 Listing fees............................................. 30,743 Insurance................................................ 3,216 Other.................................................... 15,230 ------------ TOTAL EXPENSES........................................... 3,654,833 ------------ NET INVESTMENT INCOME....................................... 19,639,772 ------------ REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (NOTES 1 AND 3): Realized Gain From Investment Transactions (excluding short-term investments): Proceeds from sales................................... 189,049,852 Cost of securities sold............................... 178,391,217 ------------ NET REALIZED GAIN........................................ 10,658,635 ------------ Change in Net Unrealized Appreciation (Depreciation) of Investments: Beginning of year..................................... (21,364,340) End of year........................................... 9,841,510 ------------ INCREASE IN NET UNREALIZED APPRECIATION.................. 31,205,850 ------------ NET GAIN ON INVESTMENTS..................................... 41,864,485 ------------ INCREASE IN NET ASSETS FROM OPERATIONS...................... $ 61,504,257 ------------ ------------
- -------------------------------------------------------------------------------- SEE NOTES TO FINANCIAL STATEMENTS. PAGE 19 SALOMON BROTHERS GLOBAL PARTNERS INCOME FUND INC. - ---------------------------------------------------- Statements of Changes in Net Assets For the Years Ended August 31,
2003 2002 - ----------------------------------------------------------------------------------------- OPERATIONS: Net investment income.................................... $ 19,639,772 $ 20,445,867 Net realized gain (loss)................................. 10,658,635 (12,891,569) Increase (decrease) in net unrealized appreciation....... 31,205,850 (14,615,189) ------------ ------------ INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS........ 61,504,257 (7,060,891) ------------ ------------ DISTRIBUTIONS TO SHAREHOLDERS FROM: Net investment income.................................... (21,411,087) (20,552,754) Capital.................................................. -- (676,233) ------------ ------------ DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS............................................ (21,411,087) (21,228,987) ------------ ------------ CAPITAL SHARE TRANSACTIONS: Proceeds from shares issued on reinvestment of dividends (126,042 and 121,102 shares issued, respectively)....... 1,406,757 1,343,416 ------------ ------------ INCREASE IN NET ASSETS FROM CAPITAL SHARE TRANSACTIONS... 1,406,757 1,343,416 ------------ ------------ INCREASE (DECREASE) IN NET ASSETS........................... 41,499,927 (26,946,462) NET ASSETS: Beginning of year........................................ 132,850,711 159,797,173 ------------ ------------ END OF YEAR*............................................. $174,350,638 $132,850,711 ------------ ------------ ------------ ------------ *Includes overdistributed net investment income of:......... $(302,264) $(129,019) --------- --------- --------- ---------
- -------------------------------------------------------------------------------- SEE NOTES TO FINANCIAL STATEMENTS. PAGE 20 SALOMON BROTHERS GLOBAL PARTNERS INCOME FUND INC. - --------------------------------------- Statement of Cash Flows For the Year Ended August 31, 2003 CASH FLOWS PROVIDED BY OPERATING AND INVESTING ACTIVITIES: Interest and dividends received.......................... $ 21,638,296 Operating expenses paid.................................. (1,956,418) Net sales of short-term investments...................... 410,000 Net purchases of long-term investments................... (187,156,398) Proceeds from disposition of long-term investments....... 188,739,285 Interest paid on bank loans.............................. (1,670,398) ------------ NET CASH FLOWS PROVIDED BY OPERATING AND INVESTING ACTIVITIES.............................................. 20,004,367 ------------ CASH FLOWS USED BY FINANCING ACTIVITIES: Cash dividends paid on Common Stock...................... (21,411,087) Proceeds from reinvestment of dividends.................. 1,406,757 ------------ NET CASH FLOWS USED BY FINANCING ACTIVITIES.............. (20,004,330) ------------ NET INCREASE IN CASH........................................ 37 Cash, Beginning of year..................................... 351 ------------ CASH, END OF YEAR........................................... $ 388 ------------ ------------ RECONCILIATION OF INCREASE IN NET ASSETS FROM OPERATIONS TO NET CASH FLOWS PROVIDED BY OPERATING AND INVESTING ACTIVITIES: INCREASE IN NET ASSETS FROM OPERATIONS................... $ 61,504,257 ------------ Accretion of discount on securities...................... (3,017,468) Amortization of premium on investments................... 278,372 Increase in investments, at value........................ (38,899,121) Decrease in interest and dividends receivable............ 1,082,787 Increase in receivable for securities sold............... (429,777) Increase in prepaid expenses............................. (1,201) Decrease in payable for securities purchased............. (542,700) Decrease in interest payable on loan..................... (103,481) Increase in accrued expenses............................. 132,699 ------------ TOTAL ADJUSTMENTS........................................ (41,499,890) ------------ NET CASH FLOWS PROVIDED BY OPERATING AND INVESTING ACTIVITIES................................................. $ 20,004,367 ------------ ------------
- -------------------------------------------------------------------------------- SEE NOTES TO FINANCIAL STATEMENTS. PAGE 21 SALOMON BROTHERS GLOBAL PARTNERS INCOME FUND INC. - ---------------------------------------------- Notes to Financial Statements Note 1. Significant Accounting Policies Salomon Brothers Global Partners Income Fund Inc. ('Fund'), formerly known as Global Partners Income Fund Inc., was incorporated in Maryland on September 3, 1993 and is registered as a non-diversified, closed-end, management investment company under the Investment Company Act of 1940, as amended. The Fund commenced operations on October 29, 1993. The Fund seeks to maintain a high level of current income by investing primarily in a portfolio of high-yield U.S. and non-U.S. corporate debt securities and high-yield foreign sovereign debt securities. As a secondary objective, the Fund seeks capital appreciation. The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements. The policies are in conformity with accounting principles generally accepted in the United States of America ('GAAP'). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates. SECURITIES VALUATION. In valuing the Fund's assets, all securities for which market quotations are readily available are valued (i) at the last sale price prior to the time of determination if there were a sale on the date of determination, (ii) at the mean between the last current bid and asked prices if there were no sales on such date and bid and asked quotations are available, and (iii) at the bid price if there were no sales price on such date and only bid quotations are available. Publicly traded foreign government debt securities are typically traded internationally in the over-the-counter market, and are valued at the mean between the last current bid and asked price as of the close of business of that market. However, when the spread between bid and asked price exceeds five percent of the par value of the security, the security is valued at the bid price. Securities may also be valued by independent pricing services which use prices provided by market-makers or estimates of market values obtained from yield data relating to instruments or securities with similar characteristics. Short-term investments having a maturity of 60 days or less are valued at amortized cost which approximates market value. Securities for which reliable quotations are not readily available are valued at fair value as determined in good faith by, or under procedures established by, the Board of Directors. SECURITIES TRANSACTIONS AND INVESTMENT INCOME. Investment transactions are recorded on the trade date. Interest income is accrued on a daily basis. Market discount and premium on securities purchased is accreted and amortized on an effective yield basis over the life of the security. The Fund uses the specific identification method for determining realized gain or loss on investments sold. FEDERAL INCOME TAXES. The Fund has complied and intends to continue to comply with the requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated PAGE 22 SALOMON BROTHERS GLOBAL PARTNERS INCOME FUND INC. - ---------------------------------------------- Notes to Financial Statements (continued) investment companies, and to distribute all of its income and capital gains, if any, to its shareholders. Therefore, no federal income tax or excise tax provision is required. DIVIDENDS AND DISTRIBUTIONS. The Fund declares and pays dividends to shareholders monthly. Net realized gains, if any, in excess of loss carryovers are expected to be distributed annually. Dividends and distributions to shareholders are recorded on the ex-dividend date. The amount of dividends and distributions from net investment income and net realized gains are determined in accordance with federal income tax regulations, which may differ from GAAP. These differences are due primarily to deferral of wash sale and post-October losses. These 'book/tax' differences are either considered temporary or permanent in nature. To the extent these differences are permanent in nature, such amounts are reclassified within the capital accounts based on their Federal income tax basis treatment; temporary differences do not require reclassification. Dividends and distributions which exceed net investment income and net realized capital gains for tax purposes are reported as tax return of capital. REPURCHASE AGREEMENTS. The Fund purchases, and the custodian takes possession of, U.S. government securities from securities dealers subject to agreements to resell the securities to the sellers at a future date (generally, the next business day) at an agreed-upon higher purchase price. The Fund requires continual maintenance of the market value (plus accrued interest) of the collateral in amounts equal to the repurchase price. CASH FLOW INFORMATION. The Fund invests in securities and distributes dividends from net investment income and net realized gains from investment transactions. These activities are reported in the Statement of Changes in Net Assets. Additional information on cash receipts and cash payments is presented in the Statement of Cash Flows. Accounting practices that do not affect reporting activities on a cash basis include carrying investments at value and accreting discount and amortizing premium on debt obligations. YEAR END TAX RECLASSIFICATIONS. The character of income and gains to be distributed is determined in accordance with income tax regulations which may differ from GAAP. At August 31, 2003, reclassifications were made to the capital accounts of the Fund to reflect permanent book/tax differences and income and gains available for distributions under income tax regulations. Accordingly, a portion of overdistributed net investment income amounting to $1,492,943 was reclassified to paid-in capital. Net investment income, net realized gains and net assets were not affected by this change. Note 2. Management and Advisory Fees and Other Transactions For the period from September 1, 2002 through December 15, 2002, the Fund was a party to a management agreement with PIMCO Funds Advisors LLC ('PIMCO'), an indirect wholly owned subsidiary of Allianz Dresdner Asset Management of America L.P., formerly known as PIMCO Advisors L.P., a wholly-owned subsidiary of Allianz AG, pursuant to which PIMCO, among other things, supervised the Fund's investment program, including advising and consulting with the PAGE 23 SALOMON BROTHERS GLOBAL PARTNERS INCOME FUND INC. - ---------------------------------------------- Notes to Financial Statements (continued) Fund's investment manager regarding the Fund's overall investment strategy. During that same period, the Fund was also a party to an investment advisory and administration agreement with Salomon Brothers Asset Management Inc ('SBAM'), an indirect wholly-owned subsidiary of Citigroup Inc. ('Citigroup'), pursuant to which SBAM, among other things, was responsible for the day-to-day management of the Fund's portfolio, including making investment strategy decisions for the Fund and managing and investing the assets of the Fund in accordance with its stated policies. SBAM also provided administration and stockholder services for the Fund pursuant to the agreement. Effective December 16, 2002, the Fund entered into a new investment advisory and administration agreement with SBAM. Under the terms of the new investment advisory and administration agreement, which was approved by shareholders at the Special Joint Meeting of Stockholders held on December 11, 2002, SBAM provides all management, advisory and administration services for the Fund. PIMCO has ceased to act as investment manager for the Fund. SBAM has delegated certain administrative services to Smith Barney Fund Management LLC ('SBFM'), another indirect wholly-owned subsidiary of Citigroup and an affiliate of SBAM, pursuant to a Sub-Administration Agreement between SBAM and SBFM. The Fund pays SBAM a monthly fee at an annual rate of 1.05% of the Fund's average weekly net assets for its services. Prior to December 16, 2002, the Fund paid SBAM a fee calculated at an annual rate of 1.10% of the Fund's average weekly net assets. Certain officers and/or directors of the Fund are also officers and/or directors of SBAM. Note 3. Portfolio Activity During the year ended August 31, 2003, the aggregate cost of purchases and proceeds from sales of investments (including maturities of long-term investments, but excluding short-term investments) were as follows: Purchases................................................... $186,613,698 ------------ ------------ Sales....................................................... $189,049,852 ------------ ------------
At August 31, 2003, the aggregate gross unrealized appreciation and depreciation of investments for Federal income tax purposes were as follows: Gross unrealized appreciation............................... $ 19,129,317 Gross unrealized depreciation............................... (9,829,285) ------------ Net unrealized appreciation................................. $ 9,300,032 ------------ ------------
PAGE 24 SALOMON BROTHERS GLOBAL PARTNERS INCOME FUND INC. - ---------------------------------------------- Notes to Financial Statements (continued) Note 4. Loan At August 31, 2003, the Fund had $59,124,414 outstanding of an available $81,000,000 loan pursuant to a revolving credit and security agreement with CXC LLC ('CXC'), an affiliate of Citigroup. CXC, a commercial paper conduit issuer for Citicorp North America Inc., an affiliate of the adviser, acts as administrative agent. The loans generally bear interest at a variable rate based on the weighted average interest rates of the underlying commercial paper or LIBOR, plus any applicable margin. Securities held by the Fund are subject to a lien, granted to the lenders, to the extent of the borrowing outstanding and any additional expenses. Note 5. Loan Participations The Fund invests in fixed and floating rate loans arranged through private negotiations between a foreign sovereign entity and one or more financial institutions. The Fund's investment in any such loan may be in the form of a participation in or an assignment of the loan. At August 31, 2003, the Fund held loan participations with a total cost of $3,760,298 and a total market value of $3,887,951. In connection with purchasing loan participations, the Fund generally will have no right to enforce compliance by the borrower with the terms of the loan agreement relating to the loan, nor any rights of set-off against the borrower, and the Fund may not benefit directly from any collateral supporting the loan in which it has purchased the participation. As a result, the Fund will assume the credit risk of both the borrower and the lender that is selling the participation. In the event of the insolvency of the lender selling the participation, the Fund may be treated as a general creditor of the lender and may not benefit from any set-off between the lender and the borrower. Note 6. Credit Risk The yields of emerging market debt obligations and high-yield corporate debt obligations reflect, among other things, perceived credit risk. The Fund's investment in securities rated below investment grade typically involves risks not associated with higher rated securities including, among others, overall greater risk of timely and ultimate payment of interest and principal, greater market price volatility and less liquid secondary market trading. The consequences of political, social, economic or diplomatic changes may have disruptive effects on the market prices of sovereign bonds and loan participations held by the Fund. The net asset value and/or market value of the Fund could be negatively affected if the Fund were required to liquidate assets in other than an orderly manner and/or in adverse market conditions to repay any loans outstanding. PAGE 25 SALOMON BROTHERS GLOBAL PARTNERS INCOME FUND INC. - ---------------------------------------------- Notes to Financial Statements (continued) Note 7. Capital Loss Carryforward At August 31, 2003, the Fund had, for Federal income tax purposes, a capital loss carryforward of approximately $38,834,000, available to offset future capital gains. To the extent that these carryforward losses are used to offset capital gains, it is probable that any gains so offset will not be distributed. The amount and expiration of the carryforwards are indicated below. Expiration occurs on August 31 of the year indicated:
2007 2009 2010 ---- ---- ---- Carryforward Amounts.................. $10,269,000 $8,616,000 $19,949,000
In addition the Fund had $3,002,714 of capital losses realized after October 31, 2002, which were deferred for tax purposes to the first day of the following fiscal year. Note 8. Income Tax Information and Distributions to Shareholders At August 31, 2003, the tax basis components of distributable earnings were: Undistributed ordinary income............................... -- ------------ ------------ Accumulated capital losses.................................. $(38,834,244) ------------ ------------ Unrealized appreciation..................................... $ 9,300,032 ------------ ------------
The difference between book basis and tax basis unrealized appreciation and depreciation is attributable primarily to wash sale loss deferrals and the treatment of accretion of discounts and amortization of premiums. The tax character of distributions paid during the year ended August 31, 2003 was: Ordinary income............................................. $21,411,087 ----------- Total....................................................... $21,411,087 ----------- -----------
Note 9. Dividends Subsequent to August 31, 2003 On July 17, 2003, the Board of Directors of the Fund declared three dividends each in the amount of $0.11875 per share, payable on September 26, October 31 and November 28, 2003, to shareholders of record on September 16, October 15 and November 18, 2003, respectively. PAGE 26 SALOMON BROTHERS GLOBAL PARTNERS INCOME FUND INC. - ---------------------------------- Financial Highlights For a share of common stock outstanding throughout each year ended August 31, unless otherwise noted:
2003 2002 2001 2000 1999 - ------------------------------------------------------------------------------------------------------ NET ASSET VALUE, BEGINNING OF YEAR.............................. $ 8.88 $10.77 $11.94 $10.98 $ 9.76 -------- -------- -------- -------- -------- INCOME (LOSS) FROM OPERATIONS: Net investment income(1)....................... 1.30 1.36 1.38 1.44 1.59 Net realized and unrealized gain (loss)(1)............................... 2.79 (1.83) (1.12) 0.95 1.30 -------- -------- -------- -------- -------- Total Income (Loss) From Operations............. 4.09 (0.47) 0.26 2.39 2.89 -------- -------- -------- -------- -------- LESS DISTRIBUTIONS FROM: Net investment income.......................... (1.43) (1.38) (1.42) (1.43) (1.67) Net realized gains............................. -- -- -- -- -- Capital........................................ -- (0.05) (0.01) -- -- -------- -------- -------- -------- -------- Total Distributions............................. (1.43) (1.43) (1.43) (1.43) (1.67) -------- -------- -------- -------- -------- INCREASE IN NET ASSET VALUE DUE TO SHARES ISSUED ON REINVESTMENT OF DIVIDENDS............ 0.01 0.01 -- -- -- -------- -------- -------- -------- -------- NET ASSET VALUE, END OF YEAR.................... $11.55 $ 8.88 $10.77 $11.94 $10.98 -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- MARKET VALUE, END OF YEAR....................... $13.11 $10.43 $11.88 $11.6250 $11.3125 TOTAL RETURN, BASED ON MARKET VALUE(2)....................... 42.71% (0.25)% 16.26% 17.57% 53.57% RATIOS TO AVERAGE NET ASSETS: Total expenses, including interest expense..... 2.37% 3.24% 4.90% 4.95% 4.22% Total expenses, excluding interest expense (operating expenses)......................... 1.36% 1.43% 1.28% 1.30% 1.27% Net investment income(1)....................... 12.76% 13.80% 12.53% 12.53% 14.26% PORTFOLIO TURNOVER RATE......................... 91% 129% 92% 111% 102% NET ASSETS, END OF YEAR (000s).................. $174,351 $132,851 $159,797 $176,070 $162,004 Loans Outstanding, End of Year (000s)........... $59,124 $59,124 $75,000 $75,000 $75,000 Weighted Average Loans (000s)................... $59,124 $72,423 $75,000 $75,000 $75,000 Weighted Average Interest Rate on Loans......... 2.65% 3.71% 7.86% 8.28% 6.42% - ------------------------------------------------------------------------------------------------------
(1) Effective September 1, 2001, the Fund adopted a change in the accounting method that requires the Fund to amortize premiums and accrete all discounts. Without the adoption of this change for the year ended August 31, 2002, those amounts would have been $1.37, $1.84 and 13.87% for net investment income, net realized and unrealized loss and the ratio of net investment income to average net assets, respectively. Per share, ratios and supplemental data for the periods prior to September 1, 2001 have not been restated to reflect this change in presentation. (2) For purposes of this calculation, dividends on common shares are assumed to be reinvested at prices obtained under the Fund's dividend reinvestment plan and the broker commission paid to purchase or sell a share is excluded. PAGE 27 SALOMON BROTHERS GLOBAL PARTNERS INCOME FUND INC. - ---------------------------------------------- Report of Independent Auditors To the Board of Directors and Shareholders of Salomon Brothers Global Partners Income Fund Inc. In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations, of changes in net assets and of cash flows and the financial highlights present fairly, in all material respects, the financial position of Salomon Brothers Global Partners Income Fund Inc. (the 'Fund') at August 31, 2003, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as 'financial statements') are the responsibility of the Fund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at August 31, 2003 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP New York, NY October 22, 2003 PAGE 28 SALOMON BROTHERS GLOBAL PARTNERS INCOME FUND INC. - -------------------------------------------------------------------------------- PURSUANT TO CERTAIN RULES OF THE SECURITIES AND EXCHANGE COMMISSION, THE FOLLOWING ADDITIONAL DISCLOSURE IS PROVIDED. Form of Terms and Conditions of Amended and Restated Dividend Reinvestment and Cash Purchase Plan (unaudited) 1. Each shareholder initially purchasing shares of common stock ('Shares') of Salomon Brothers Global Partners Income Fund Inc. ('Fund'), formerly known as Global Partners Income Fund Inc., on or after September 6, 1996 will be deemed to have elected to be a participant in the Amended and Restated Dividend Reinvestment and Cash Purchase Plan ('Plan'), unless the shareholder specifically elects in writing (addressed to the Agent at the address below or to any nominee who holds Shares for the shareholder in its name) to receive all income dividends and distributions of capital gains in cash, paid by check, mailed directly to the record holder by or under the direction of American Stock Transfer & Trust Company as the Fund's dividend-paying agent ('Agent'). A shareholder whose Shares are held in the name of a broker or nominee who does not provide an automatic reinvestment service may be required to take such Shares out of 'street name' and register such Shares in the shareholder's name in order to participate, otherwise dividends and distributions will be paid in cash to such shareholder by the broker or nominee. Each participant in the Plan is referred to herein as a 'Participant.' The Agent will act as Agent for each Participant, and will open accounts for each Participant under the Plan in the same name as their Shares are registered. 2. Unless the Fund declares a dividend or distribution payable only in the form of cash, the Agent will apply all dividends and distributions in the manner set forth below. 3. If, on the determination date, the market price per Share equals or exceeds the net asset value per Share on that date (such condition, a 'market premium'), the Agent will receive the dividend or distribution in newly issued Shares of the Fund on behalf of Participants. If, on the determination date, the net asset value per Share exceeds the market price per Share (such condition, a 'market discount'), the Agent will purchase Shares in the open-market. The determination date will be the fourth New York Stock Exchange trading day (a New York Stock Exchange trading day being referred to herein as a 'Trading Day') preceding the payment date for the dividend or distribution. For purposes herein, 'market price' will mean the average of the highest and lowest prices at which the Shares sell on the New York Stock Exchange on the particular date, or if there is no sale on that date, the average of the closing bid and asked quotations. 4. Purchases made by the Agent will be made as soon as practicable commencing on the Trading Day following the determination date and terminating no later than 30 days after the dividend or distribution payment date except where temporary curtailment or suspension of purchase is necessary to comply with applicable provisions of federal securities law; provided, however, that such purchases will, in any event, terminate on the Trading Day prior to the 'ex-dividend' date next succeeding the dividend or distribution payment date. PAGE 29 SALOMON BROTHERS GLOBAL PARTNERS INCOME FUND INC. - -------------------------------------------------------------------------------- Form of Terms and Conditions of Amended and Restated Dividend Reinvestment and Cash Purchase Plan (unaudited) (continued) 5. If (i) the Agent has not invested the full dividend amount in open-market purchases by the date specified in paragraph 4 above as the date on which such purchases must terminate or (ii) a market discount shifts to a market premium during the purchase period, then the Agent will cease making open-market purchases and will receive the uninvested portion of the dividend amount in newly issued Shares (x) in the case of (i) above, at the close of business on the date the Agent is required to terminate making open-market purchases as specified in paragraph 4 above or (y) in the case of (ii) above, at the close of business on the date such shift occurs; but in no event prior to the payment date for the dividend or distribution. 6. In the event that all or part of a dividend or distribution amount is to be paid in newly issued Shares, such Shares will be issued to Participants in accordance with the following formula: (i) if, on the valuation date, the net asset value per Share is less than or equal to the market price per Share, then the newly issued Shares will be valued at net asset value per Share on the valuation date; provided, however, that if the net asset value is less than 95% of the market price on the valuation date, then such Shares will be issued at 95% of the market price and (ii) if, on the valuation date, the net asset value per Share is greater than the market price per Share, then the newly issued Shares will be issued at the market price on the valuation date. The valuation date will be the dividend or distribution payment date, except that with respect to Shares issued pursuant to paragraph 5 above, the valuation date will be the date such Shares are issued. If a date that would otherwise be a valuation date is not a Trading Day, the valuation date will be the next preceding Trading Day. 7. Participants have the option of making additional cash payments to the Agent, monthly, in a minimum amount of $250, for investment in Shares. The Agent will use all such funds received from Participants to purchase Shares in the open market on or about the first business day of each month. To avoid unnecessary cash accumulations, and also to allow ample time for receipt and processing by the Agent, Participants should send in voluntary cash payments to be received by the Agent approximately 10 days before an applicable purchase date specified above. A Participant may withdraw a voluntary cash payment by written notice, if the notice is received by the Agent not less than 48 hours before such payment is to be invested. 8. Purchases by the Agent pursuant to paragraphs 4 and 7 above may be made on any securities exchange on which the Shares of the Fund are traded, in the over-the-counter market or in negotiated transactions, and may be on such terms as to price, delivery and otherwise as the Agent shall determine. Funds held by the Agent uninvested will not bear interest, and it is understood that, in any event, the Agent shall have no liability in connection with any inability to purchase Shares within the time periods herein provided, or with the timing of any purchases effected. The Agent shall have no responsibility as to the value of the Shares acquired for the Participant's account. The Agent may commingle amounts of all Participants to be used for open- PAGE 30 SALOMON BROTHERS GLOBAL PARTNERS INCOME FUND INC. - -------------------------------------------------------------------------------- Form of Terms and Conditions of Amended and Restated Dividend Reinvestment and Cash Purchase Plan (unaudited) (continued) market purchases of Shares and the price per Share allocable to each Participant in connection with such purchases shall be the average price (including brokerage commissions) of all Shares purchased by the Agent. 9. The Agent will maintain all Participants' accounts in the Plan and will furnish written confirmations of all transactions in each account, including information needed by Participants for personal and tax records. The Agent will hold Shares acquired pursuant to the Plan in noncertificated form in the Participant's name or that of its nominee, and each Participant's proxy will include those Shares purchased pursuant to the Plan. The Agent will forward to Participants any proxy solicitation material and will vote any Shares so held for Participants only in accordance with the proxy returned by Participants to the Fund. Upon written request, the Agent will deliver to Participants, without charge, a certificate or certificates for the full Shares. 10. The Agent will confirm to Participants each acquisition made for their respective accounts as soon as practicable but not later than 60 days after the date thereof. Although Participants may from time to time have an undivided fractional interest (computed to three decimal places) in a Share of the Fund, no certificates for fractional shares will be issued. Dividends and distributions on fractional shares will be credited to each Participant's account. In the event of termination of a Participant's account under the Plan, the Agent will adjust for any such undivided fractional interest in cash at the market value of the Fund's Shares at the time of termination less the pro rata expense of any sale required to make such an adjustment. 11. Any share dividends or split shares distributed by the Fund on Shares held by the Agent for Participants will be credited to their respective accounts. In the event that the Fund makes available to Participants rights to purchase additional Shares or other securities, the Shares held for Participants under the Plan will be added to other Shares held by the Participants in calculating the number of rights to be issued to Participants. 12. The Agent's service fee for handling capital gains distributions or income dividends will be paid by the Fund. Participants will be charged a pro rata share of brokerage commissions on all open-market purchases. 13. Participants may terminate their accounts under the Plan by notifying the Agent in writing. Such termination will be effective immediately if notice is received by the Agent not less than 10 days prior to any dividend or distribution record date; otherwise such termination will be effective on the first Trading Day after the payment date for such dividend or distribution with respect to any subsequent dividend or distribution. The Plan may be amended or terminated by the Fund as applied to any voluntary cash payments made and any income dividend or capital gains distribution paid subsequent to written notice of the change or termination sent to Participants at least 30 days prior to the record date for the income dividend or capital gains distribution. The Plan may be amended or terminated by the Agent, with the Fund's prior written consent, on at PAGE 31 SALOMON BROTHERS GLOBAL PARTNERS INCOME FUND INC. - -------------------------------------------------------------------------------- Form of Terms and Conditions of Amended and Restated Dividend Reinvestment and Cash Purchase Plan (unaudited) (continued) least 30 days' written notice to Participants. Notwithstanding the preceding two sentences, the Agent or the Fund may amend or supplement the Plan at any time or times when necessary or appropriate to comply with applicable law or rules or policies of the Securities and Exchange Commission or any other regulatory authority. Upon any termination, the Agent will cause a certificate or certificates for the full Shares held by each Participant under the Plan and cash adjustment for any fraction to be delivered to each Participant without charge. 14. Any amendment or supplement shall be deemed to be accepted by each Participant unless, prior to the effective date thereof, the Agent receives written notice of the termination of the Participant's account under the Plan. Any such amendment may include an appointment by the Agent in its place and stead of a successor Agent under these terms and conditions, with full power and authority to perform all or any of the acts to be performed by the Agent under these terms and conditions. Upon any such appointment of an Agent for the purpose of receiving dividends and distributions, the Fund will be authorized to pay to such successor Agent, for each Participant's account, all dividends and distributions payable on Shares of the Fund held in each Participant's name or under the Plan for retention or application by such successor Agent as provided in these terms and conditions. 15. In the case of Participants, such as banks, broker-dealers or other nominees, which hold Shares for others who are beneficial owners ('Nominee Holders'), the Agent will administer the Plan on the basis of the number of Shares certified from time to time by each Nominee Holder as representing the total amount registered in the Nominee Holder's name and held for the account of beneficial owners who are to participate in the Plan. 16. The Agent shall at all times act in good faith and use its best efforts within reasonable limits to insure the accuracy of all services performed under this Agreement and to comply with applicable law, but assumes no responsibility and shall not be liable for loss or damage due to errors unless such error is caused by its negligence, bad faith, or willful misconduct or that of its employees. 17. All correspondence concerning the Plan should be directed to the Agent at 59 Maiden Lane, New York, New York 10038. The report is transmitted to the shareholders of the Fund for their information. This is not a prospectus, circular or representation intended for use in the purchase of shares of the Fund or any securities mentioned in this report. Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940 that the Fund may purchase at market prices from time to time shares of its common stock in the open market. PAGE 32 SALOMON BROTHERS GLOBAL PARTNERS INCOME FUND INC. - ------------------------------------- Additional Information (unaudited) INFORMATION ABOUT DIRECTORS AND OFFICERS The business and affairs of Salomon Brothers Global Partners Income Fund Inc. ('Fund') are managed under the direction of the Board of Directors. Information pertaining to the Directors and Officers of the Fund is set forth below.
NUMBER OF TERM OF PORTFOLIOS OFFICE(1) ADVISED BY AND SBAM(2) AND POSITION(S) LENGTH OVERSEEN BY OTHER HELD WITH OF TIME PRINCIPAL OCCUPATION(S) DIRECTOR (INCLUDING DIRECTORSHIPS NAME, ADDRESS, AND AGE FUND(1) SERVED DURING PAST FIVE YEARS THE FUND) HELD BY DIRECTOR - --------------------------------------------------------------------------------------------------------------------------- NON-INTERESTED DIRECTORS: Carol L. Colman Director and Since President, Colman 31 None Colman Consulting Co. Member of the 2003 Consulting Co. 278 Hawley Road Audit Committee, North Salem, NY 10560 Class II Age 57 Daniel P. Cronin Director and Since Associate General 28 None Pfizer Inc. Member of the 2003 Counsel, Pfizer Inc. 235 East 42nd Street Audit Committee, New York, NY 10017 Class I Age 57 Leslie H. Gelb Director and Since President Emeritus and 33 Britannica.com; The Council on Member of the 2000 Senior Board Fellow, Director of two Foreign Relations Audit Committee, The Council on Foreign registered 58 East 68th Street Class II Relations; formerly, investment companies New York, NY 10021 Columnist Deputy advised by Advantage Age 66 Editorial Page Editor Advisers, Inc. and Editor, Op-Ed Page, ('Advantage') The New York Times Riordan Roett Director and Since Professor and Director, 30 The Latin America The Johns Hopkins University Member of the 1997 Latin American Studies Equity Fund, Inc. 1740 Massachusetts Ave., NW Audit Committee, Program, The Johns Washington, DC 20036 Class I Hopkins University Age 64 Jeswald W. Salacuse Director and Since Henry J. Braker 30 Director of two Tufts University Member of the 2000 Professor of Commercial registered The Fletcher School of Audit Committee, Law and formerly Dean, investment companies Law & Diplomacy Class III The Fletcher School of advised by Advantage 160 Packard Avenue Law & Diplomacy, Medford, MA 02155 Tufts University Age 65
PAGE 33 SALOMON BROTHERS GLOBAL PARTNERS INCOME FUND INC. - ------------------------------------- Additional Information (unaudited) (continued)
NUMBER OF TERM OF PORTFOLIOS OFFICE(1) ADVISED BY AND SBAM(2) AND POSITION(S) LENGTH OVERSEEN BY OTHER HELD WITH OF TIME PRINCIPAL OCCUPATION(S) DIRECTOR (INCLUDING DIRECTORSHIPS NAME, ADDRESS, AND AGE FUND(1) SERVED DURING PAST FIVE YEARS THE FUND) HELD BY DIRECTOR - ------------------------------------------------------------------------------------------------------------------------------ INTERESTED DIRECTORS: R. Jay Gerken, CFA Director, Since Managing Director 219 None Citigroup Asset Management Chairman and 2002 of Citigroup Global ('CAM') Chief Executive Markets Inc. ('CGM'); 399 Park Avenue Officer, Chairman, President and 4th Floor Class III Director of Smith New York, NY 10022 Barney Fund Management Age 52 LLC ('SBFM'), Travelers Investment Adviser, Inc. ('TIA') and Citi Fund Management Inc. ('CFM'); formerly Portfolio Manager of Smith Barney Allocation Series Inc. (from 1996-2001) and Smith Barney Growth and Income Fund (from 1996-2001) OFFICERS: Peter J. Wilby, CFA President Since Managing Director of N/A N/A CAM 2002 CGM and Salomon 399 Park Avenue Executive Vice 1994- Brothers Asset 4th Floor President 2002 Management Inc ('SBAM') New York, NY 10022 Age 44 Lewis E. Daidone Executive Vice Since Managing Director of N/A N/A CAM President and 2002 CGM; Director and 125 Broad Street Chief Senior Vice President 11th Floor Administrative of SBFM and TIA; New York, NY 10004 Officer Director of CFM; Chief Age 46 Financial Officer and Executive Vice 1998- formerly Treasurer of President and 2002 certain mutual funds Treasurer affiliated with Citigroup Inc. James E. Craige, CFA Executive Vice Since Managing Director of N/A N/A CAM President 1999 CGM and SBAM since 399 Park Avenue December 1998; Director New York, NY 10022 of CGM and SBAM since Age 35 January 1998 and Vice President of CGM and SBAM from May 1992 to January 1998 Thomas K. Flanagan, CFA Executive Vice Since Managing Director of N/A N/A CAM President 1994 CGM and SBAM since 399 Park Avenue December 1998; Prior to New York, NY 10022 December 1998, Director Age 50 of CGM and SBAM
PAGE 34 SALOMON BROTHERS GLOBAL PARTNERS INCOME FUND INC. - ------------------------------------- Additional Information (unaudited) (continued)
NUMBER OF TERM OF PORTFOLIOS OFFICE(1) ADVISED BY AND SBAM(2) AND POSITION(S) LENGTH OVERSEEN BY OTHER HELD WITH OF TIME PRINCIPAL OCCUPATION(S) DIRECTOR (INCLUDING DIRECTORSHIPS NAME, ADDRESS, AND AGE FUND(1) SERVED DURING PAST FIVE YEARS THE FUND) HELD BY DIRECTOR - ----------------------------------------------------------------------------------------------------------------------------- Beth Semmel, CFA Executive Vice Since Managing Director of N/A N/A CAM President 1998 CGM and SBAM since 399 Park Avenue December 1998; Director New York, NY 10022 of CGM and SBAM since Age 43 January 1996 Frances M. Guggino Controller Since Vice President of CGM N/A N/A CAM 2002 125 Broad Street 10th Floor New York, NY 10004 Age 45 Christina T. Sydor Secretary Since Managing Director of N/A N/A CAM 1998 CGM; General Counsel 300 First Stamford Place and Secretary of SBFM 4th Floor and TIA Stamford, CT 06902 Age 52
- --------- (1) The 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 Meeting of Stockholders in the year 2004, year 2005 and year 2003, respectively, or thereafter in each case when their respective successors are duly elected and qualified. The Fund's executive officers are chosen each year at the first meeting of the Fund's Board of Directors 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 successors are duly elected and qualified. (2) Number of portfolios advised by Salomon Brothers Asset Management Inc ('SBAM') or affiliates of SBAM. PAGE 35 SALOMON BROTHERS EMERGING MARKETS FLOATING RATE FUND INC. - ------------------------------------------------- Additional Stockholder Information (unaudited) RESULTS OF ANNUAL MEETING OF STOCKHOLDERS The Fund held its Annual Meeting of Stockholders on December 11, 2002, for the approval of a new Investment Advisory and Administration Agreement and for the purpose of voting upon the election of R. Jay Gerken as Class III Director of the Fund, to serve until the 2003 Annual Meeting of Stockholders, and Stephen J. Treadway and Leslie H. Gelb as Class II Directors of the Fund, to serve until the 2005 Annual Meeting of Stockholders. The following table provides information concerning the matter voted upon at the Meeting. 1. APPROVAL OF NEW INVESTMENT ADVISORY AND ADMINISTRATION AGREEMENT
VOTES FOR VOTES WITHHELD VOTES AGAINST --------- -------------- ------------- 13,653,161 220,829 138,211 2. ELECTION OF DIRECTORS NOMINEES VOTES FOR VOTES WITHHELD - -------- --------- -------------- CLASS III -- TO SERVE UNTIL THE YEAR 2003 R. Jay Gerken........................................... 13,772,422 239,779 CLASS II -- TO SERVE UNTIL THE YEAR 2005 Stephen J. Treadway..................................... 13,771,135 241,066 Leslie H. Gelb.......................................... 13,773,322 238,879
The following Directors, representing the balance of the Board of Directors, continue to serve as Directors: Carol L. Colman, Daniel P. Cronin, Riordan Roett and Jeswald W. Salacuse. Effective December 16, 2002, Stephen J. Treadway no longer serves as a Director of this Fund (See Note 2 of the Notes to Financial Statements). - ----------------------------- Tax Information (unaudited) For Federal tax purposes, the Fund hereby designates for the fiscal year ended August 31, 2003: A corporate dividends received deduction of 0.35%. PAGE 36 SALOMON BROTHERS GLOBAL PARTNERS INCOME FUND INC. - --------- Directors CAROL L. COLMAN DANIEL P. CRONIN LESLIE H. GELB R. JAY GERKEN, CFA RIORDAN ROETT JESWALD W. SALACUSE - ------- Officers R. JAY GERKEN, CFA Chairman and Chief Executive Officer PETER J. WILBY, CFA President LEWIS E. DAIDONE Executive Vice President and Chief Administrative Officer JAMES E. CRAIGE, CFA Executive Vice President THOMAS K. FLANAGAN, CFA Executive Vice President BETH A. SEMMEL, CFA Executive Vice President FRANCES M. GUGGINO Controller CHRISTINA T. SYDOR Secretary - ---------------------------- Salomon Brothers Global Partners Income Fund Inc. 125 Broad Street 10th Floor, MF-2 New York, New York 10004 Telephone 1-888-777-0102 INVESTMENT ADVISER Salomon Brothers Asset Management Inc 399 Park Avenue New York, New York 10022 CUSTODIAN State Street Bank and Trust Company 225 Franklin Street Boston, Massachusetts 02110 DIVIDEND DISBURSING AND TRANSFER AGENT American Stock Transfer & Trust Company 59 Maiden Lane New York, New York 10038 INDEPENDENT AUDITORS PricewaterhouseCoopers LLP 1177 Avenue of the Americas New York, New York 10036 LEGAL COUNSEL Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 NEW YORK STOCK EXCHANGE SYMBOL GDF PAGE 37 (This page intentionally left blank.) Salomon Brothers Global Partners Income Fund Inc. Annual Report August 31, 2003 ---------------- SALOMON ---------------- BROTHERS ---------------- Asset Management American Stock Transfer & Trust Company 59 Maiden Lane New York, New York 10038 GDFANN 8/03 03-5512 ITEM 2. CODE OF ETHICS. The registrant has adopted a code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. The fund does not currently have an audit committee financial expert ("ACFE") serving on its Audit Committee. The Board of Directors of the fund has, however, nominated a new member to the Board, whom the Audit Committee of the Board has determined will qualify as an ACFE. The aforementioned nominee has previously been elected to the Boards of Directors of the majority of the funds comprising the Salomon Brothers Funds Fund Complex and currently serves as the ACFE on each of the Audit Committees of these Boards. The Board of Directors of the fund is unable to currently appoint any new members to the Board, prior to election by shareholders, due to the restrictions imposed by section 16 of the Investment Company Act of 1940. The proposal to elect this nominee (William R. Hutchinson) will be presented to the fund's shareholders at their annual meeting on December 11, 2003 and a proxy statement will be filed with the Securities and Exchange Commission, on the behalf of the fund's Board of Directors, to solicit approval of this proposal. The fund, its Board of Directors and its Audit Committee have previously resolved that William R. Hutchinson's appointment as ACFE is to be effective immediately upon the approval of his election to the fund's Board of Directors by shareholders. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. Not applicable. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. Not applicable. ITEM 6. [RESERVED] ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable. ITEM 8. [RESERVED] ITEM 9. CONTROLS AND PROCEDURES. (a) The registrant's principal executive officer and principal financial officer have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the "1940 Act")) are effective as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the disclosure controls and procedures required by Rule 30a-3(b) under the 1940 Act and 15d-15(b) under the Securities Exchange Act of 1934 (b) There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the registrant's last fiscal half-year (the registrant's second fiscal half-year in the case of an annual report) that have materially affected, or are likely to materially affect the registrant's internal control over financial reporting. ITEM 10. EXHIBITS. (a) Code of Ethics attached hereto. Exhibit 99.CODE ETH (b) Attached hereto. Exhibit 99.CERT Certifications pursuant to section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 99.906CERT Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this Report to be signed on its behalf by the undersigned, there unto duly authorized. Salomon Brothers Global Partners Income Fund Inc. By: /s/ R. Jay Gerken R. Jay Gerken Chief Executive Officer of Salomon Brothers Global Partners Income Fund Inc. Date: October 31, 2003 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By: /s/ R. Jay Gerken (R. Jay Gerken) Chief Executive Officer of Salomon Brothers Global Partners Income Fund Inc. Date: October 31, 2003 By: /s/ Lewis E. Daidone (Lewis E. Daidone) Chief Administrative Officer of Salomon Brothers Global Partners Income Fund Inc. Date: October 31, 2003 STATEMENT OF DIFFERENCES The section symbol shall be expressed as....................................'SS' EX-99.CODE ETH 3 ex99-code.txt EXHIBIT 99.CODE ETH June, 2003 EX 99.CODE ETH SARBANES-OXLEY ACT CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS OF CAM\U.S. REGISTERED INVESTMENT COMPANIES I. Covered Officers/Purpose of the Code This code of ethics (the "Code") for Citigroup Asset Management's ("CAM's") U. S. registered proprietary investment companies (collectively, "Funds" and each a, "Company") applies to each Company's Chief Executive Officer, Chief Administrative Officer, Chief Financial Officer and Controller (the "Covered Officers") for the purpose of promoting: o honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; o full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission ("SEC") and in other public communications made by the Company; o compliance with applicable laws and governmental rules and regulations; o the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and o accountability for adherence to the Code. Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest. II. Administration of Code The Regional Director of CAM Compliance, North America ("Compliance Officer") is responsible for administration of this Code, including granting pre-approvals (see Section III below) and waivers (as described in Section VI below), applying this Code in specific situations in which questions are presented under it and interpreting this Code in any particular situation. III. Covered Officers Should Ethically Handle Actual and Apparent Conflicts of Interest Overview. A "conflict of interest" occurs when a Covered Officer's private interest interferes with the interests of, or his service to, the Company. For example, a conflict of interest would arise if a Covered Officer, or a member of his family, receives improper personal benefits as a result of his position with the Company. Certain conflicts of interest arise out of the relationships between Covered Officers and the Company and already are subject to conflict of interest provisions in the Investment Company Act of 1940 ("Investment Company Act") and the Investment Advisers Act of 1940 ("Investment Advisers Act"). For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with the Company because of their status as "affiliated persons" of the Company. The compliance programs and procedures of the Company and its investment adviser are designed to prevent, or identify and correct, violations of these provisions. This Code does not, and is not intended to, repeat or replace these programs and procedures, and such conflicts fall outside of the parameters of this Code (see Section VII below). Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationship between a Company and the investment adviser of which the Covered Officers are also officers or employees. As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties (whether formally for a Company or for the adviser, or for both), be involved in establishing policies and implementing decisions that will have different effects on the adviser and a Company. The participation of the Covered Officers in such activities is inherent in the contractual relationship between the Company and the adviser and is consistent with the performance by the Covered Officers of their duties as officers of a Company. Thus, if performed in conformity with the provisions of the Investment Company Act and the Investment Advisers Act, such activities will be deemed to have been handled ethically. In addition, it is recognized by the Funds' Boards of Directors\Trustees ("Boards") that the Covered Officers may also be officers or employees of one or more other investment companies covered by this or other codes. Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions in the Investment Company Act and the Investment Advisers Act. The following list provides examples of conflicts of interest under the Code, but Covered Officers should keep in mind that these examples are not exhaustive. The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of the Company. * * * * Each Covered Officer must: o not use his personal influence or personal relationships improperly to influence investment decisions or financial reporting (e.g. through fraudulent accounting practices) by the Company whereby the Covered Officer(1) would benefit personally to the detriment of the Company; or o not cause the Company to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than for the benefit of the Company; and o not use material non-public knowledge of portfolio transactions made or contemplated for the Company to trade personally or cause others to trade personally in contemplation of the market affect of such transactions. o There are some potential conflict of interest situations that should always be discussed with the Compliance Officer, if material. Examples are as follows: (1) service as a director on the board of any public or private company; (2) any ownership interest in, or any consulting or employment relationship with, any of the Company's service providers, other than its investment adviser, (3) a direct or indirect financial interest in commissions, transaction charges or spreads paid by the Company for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered Officer's employment, such as compensation or equity ownership; and 4) the receipt of any gifts or the conveyance of any value (including entertainment ) from any company with which the Company has current or prospective business dealings, except: (a) any non-cash gifts of nominal value (nominal value is less than $100); and (b) customary and reasonable meals and entertainment at which the giver is present, such as the occasional business meal or sporting event. IV. Disclosure and Compliance Each Covered Officer: o should be familiar with his or her responsibilities in connection with the disclosure requirements generally applicable to the Company; - -------------- (1) Any activity or relationship that would present a conflict for a Covered Officer would also present a conflict for the Covered Officer if a member of a Covered Officer's family (spouse, minor children and any account over which a Covered Officer is deemed to have beneficial interest) engages in such an activity or has such a relationship. o should not knowingly misrepresent, or knowingly cause others to misrepresent, facts about the Company to others, whether within or outside the Company, including to the Company's directors and auditors, and to governmental regulators and self-regulatory organizations; o should, to the extent appropriate within his or her area of responsibility, consult with other officers and employees of the Funds and the investment adviser with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Funds file with, or submit to, the SEC and in other public communications made by the Funds; and o is responsible to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations. V. Reporting and Accountability Each Covered Officer must: o upon adoption of the Code (or thereafter as applicable, upon becoming a Covered Officer), affirm in writing to the Board that the Covered Officer has received, read, and understands the Code; o annually thereafter affirm to the Board that he or she has complied with the requirements of the Code; o annually disclose affiliations and other relationships related to conflicts of interest; o not retaliate against any other Covered Officer or any employee of the Funds or their affiliated persons for reports of potential violations that are made in good faith; and o notify the Compliance Officer promptly if he knows of any violation of this Code (failure to do so is itself a violation of this Code). In rendering decisions and interpretations and in conducting investigations of potential violations under the Code, the Compliance Officer may, at his discretion, consult with such persons as he determines to be appropriate, including, but not limited to, a senior legal officer of the Company or its investment adviser or its affiliates, independent auditors or other consultants, subject to any requirement to seek pre-approval from the Company's audit committee for the retention of independent auditors to perform permissible non-audit services. The Funds will follow these procedures in investigating and enforcing the Code: o the compliance Officer will take all appropriate action to investigate any potential violation of which he becomes aware; o if, after investigation the Compliance Officer believes that no violation has occurred, the Compliance Officer is not required to take any further action; o any matter that the Compliance Officer believes is a violation will be reported to the Directors of the Fund who are not "interested persons" as defined in the Investment Company Act the ("Non-interested Directors") o if the Non-interested Directors of the Board concur that a violation has occurred, it will consider appropriate action, which may include review of, and appropriate modifications to, applicable policies and procedures; notification to appropriate personnel of the investment adviser or its board; or a recommendation to dismiss the Covered Officer; and o any changes to or waivers of this Code will, to the extent required, be disclosed as provided by SEC rules The Compliance Officer shall submit an annual report to the Board describing any waivers granted. VI. Waivers(2) A Covered Officer may request a waiver of any of the provisions of the Code by submitting a written request for such waiver to the Compliance Officer, setting forth the basis of such request and explaining how the waiver would be consistent with the standards of conduct described herein. The Compliance Officer shall review such request and make a determination thereon in writing, which shall be binding. In determining whether to waive any provisions of this Code, the Compliance Officer shall consider whether the proposed waiver is consistent with honest and ethical conduct and other purposes of this Code. VII. Other Policies and Procedures This Code shall be the sole code of ethics adopted by the Funds for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies thereunder. Insofar as other policies or procedures of the Funds, the Funds' investment advisers, principal underwriters, or other service providers govern or purport to govern the behavior or activities of the Covered Officers who are subject to this Code, they are superseded by this Code to the extent that they overlap or conflict with the provisions of this Code. The codes of ethics of the funds and the investment advisers and principal underwriters under Rule 17j-1 of the Investment Company Act and the Citigroup Code of Conduct and Citigroup Statement of Business Practices as well as other policies of the Fund's investment advisers or their affiliates are separate requirements applying to the Covered Officers and others, and are not part of this Code. - -------------- (2) For purposes of this Code, Item 2 of Form N-CSR defines "waiver" as "the approval by a Company of a material departure from a provision of the Code" and includes an"implicit waiver," which means a Company's failure to take action within a reasonable period of time regarding a material departure from a provision of the Code that has been made known to an executive officer of the Company. VIII. Amendments Any amendments to this Code, other than amendments to Exhibits A, B and C must be approved or ratified by a majority vote of the Board, including a majority of Non-interested Directors. IX. Confidentiality All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the appropriate Board and Company and their respective counsel, counsel to the non-Interested Directors or independent auditors or other consultants referred to in Section V above. X. Internal Use The Code is intended solely for the internal use by the Funds and does not constitute an admission, by or on behalf of any Company, as to any fact, circumstance, or legal conclusion. EX-99.CERT 4 ex99-cert.txt EXHIBIT 99.CERT CERTIFICATIONS PURSUANT TO SECTION 302 EX-99.CERT CERTIFICATIONS I, R. Jay Gerken, certify that: 1. I have reviewed this report on Form N-CSR of Salomon Brothers Global Partners Income Fund Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal half-year (the registrant's second fiscal half-year in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officers and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial data; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: October 31, 2003 /s/ R. Jay Gerken ----------------------------- ---------------------------------- R. Jay Gerken Chief Executive Officer I, Lewis E. Daidone, certify that: 1. I have reviewed this report on Form N-CSR of Salomon Brothers Global Partners Income Fund Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial information included in this report, and the financial statements on which the financial information is based, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in rule 30a-3(c) under the Investment Company Act) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal half-year (the registrant's second fiscal half-year in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officers and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial data; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: October 31, 2003 /s/ Lewis E. Daidone -------------------------- --------------------------------- Lewis E. Daidone Chief Administrative Officer EX-99.906 CERT 5 ex99-906cert.txt EXHIBIT 99.906 CERT CERTIFICATIONS PURSUANT TO SECTION 906 EX-99.906CERT CERTIFICATION R. Jay Gerken, Chief Executive Officer, and Lewis E. Daidone, Chief Administrative Officer of Salomon Brothers Global Partners Income Fund Inc. (the "Registrant"), each certify to the best of his or her knowledge that: 1. The Registrant's periodic report on Form N-CSR for the period ended August 31, 2003 (the "Form N-CSR") fully complies with the requirements of section 15(d) of the Securities Exchange Act of 1934, as amended; and 2. The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant. Chief Executive Officer Chief Administrative Officer Salomon Brothers Global Partners Salomon Brothers Global Partners Income Fund Inc. Income Fund Inc. /s/ R. Jay Gerken /s/ Lewis E. Daidone - --------------------------- --------------------------- R. Jay Gerken Lewis E. Daidone Date: October 31, 2003 Date: October 31, 2003 This certification is being furnished to the Securities and Exchange Commission solely pursuant to 18 U.S.C. 'SS' 1350 and is not being filed as part of the Form N-CSR with the Commission. -----END PRIVACY-ENHANCED MESSAGE-----