N-CSR 1 a38414.htm SALOMON BROTHERS GLOBAL PARTNERS INCOME FUND INC.

 


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
(Address of principal executive offices)
  10004
(Zip code)
 

Robert I. Frenkel, Esq.
Smith Barney Fund Management LLC
300 First Stamford Place
Stamford, CT 06902
(Name and address of agent for service)

Registrant’s telephone number, including area code: (800) 451-2010

Date of fiscal year end: August 31
Date of reporting period: August 31, 2004

 





ITEM 1.         REPORT TO STOCKHOLDERS.

The Annual Report to Stockholders is filed herewith.



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Letter from the Chairman

 

 

Dear Shareholder,

Bonds generated favorable returns over the first half of the period, although their prices declined significantly in April before stabilizing over recent months. The pullback in bond prices, which tend to move opposite anticipated interest rate movements, was triggered by heightened concern about resurgent inflation and anticipation that the Federal Reserve Bank (“Fed”) would begin to push key short-term rates higher. The Fed’s monetary policy committee did, in fact, move short-term interest rates higher over the 12 months ending August 31, 2004. It raised its target for the federal funds ratei from a four-decade low of 1% at the start of the period to 1.25% in June, increased it by a quarter-of-a-percentage point on August 10, 2004 and following the end of the fund’s reporting period, at its September meeting, the Fed once again increased its target for the federal funds rate to 1.75%. Rising interest rates can act as a brake on robust economic growth, helping to maintain a balance between steady growth and the inflation that can generally accompany it.

The U.S. economy’s quarterly pace of growth continued to advance over the period at a rate that significantly exceeded levels in early 2003. Even the U.S. labor market, which generated lackluster results throughout most of 2003, grew significantly during the period. U.S. Treasury bonds, agencies and mortgage-backed securities collectively generated positive total returns for the 12-month period ended August 31, 2004.

 


R. JAY GERKEN, CFA

Chairman and

Chief Executive Officer

Emerging markets performed well during the 12 months ended August 31, 2004 following a slow start last summer amid a sell-off in the U.S. Treasury bond market and fears that the economy was overheating. Sovereign debt markets rebounded through the fall and early winter, as Treasury markets stabilized and investors refocused their attention on the strong fundamentals in improving emerging market economies. Although markets were disrupted with a second sell-off in April and May 2004, which was driven almost entirely by technical factors, they regained lost ground over the past three months, supporting strong returns for the period.

The U.S. high-yield bond market took a more tempered tone this year versus 2003, as signs of economic recovery increased and statements by the Fed indicated that it might begin raising interest rates sooner than anticipated. However, recent improvement in the U.S. economy has proved favorable for corporate earnings and the corporate bond credit environment. While markets will fluctuate, the high-yield market has remained healthy from a fundamental perspective, as many companies generated better-than-expected earnings and default rates continued to decline.

Please read on for a more detailed look at prevailing economic and market conditions during the fund’s fiscal year ended August 31, 2004, and to learn how those conditions and changes made to the portfolio during this time may have affected fund performance.



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Information About Your Fund

In recent months several issues in the mutual fund industry have come under the scrutiny of federal and state regulators. The fund’s Adviser and some of its affiliates have received requests for information from various government regulators regarding market timing, late trading, fees, and other mutual fund issues in connection with various investigations. The fund has been informed that the Adviser and its affiliates are responding to those information requests, but are not in a position to predict the outcome of these requests and investigations.

In November 2003, Citigroup Asset Management (“CAM”) disclosed an investigation by the Securities and Exchange Commission (“SEC”) and the U.S. Attorney relating to CAM’s entry into the transfer agency business during 1997-1999. Citigroup has disclosed that the Staff of the SEC is considering recommending a civil injunctive action and/or an administrative proceeding against certain advisory and transfer agent entities affiliated with Citigroup, the former CEO of CAM, a former employee and a current employee of CAM, relating to the creation, operation and fees of its internal transfer agent unit that serves various CAM-managed funds. This internal transfer agent did not provide services to the fund. Citigroup is cooperating with the SEC and will seek to resolve this matter in discussion with the SEC Staff. Although there can be no assurance, Citigroup does not believe that this matter will have a material adverse effect on the fund.

As always, thank you for your confidence in our stewardship of your assets. We look forward to helping you continue to meet your financial goals.

 

Sincerely,

 

 

 



 

 



R. Jay Gerken, CFA
Chairman and Chief Executive Officer

September 23, 2004

 

 

 

 



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Manager Overview

Emerging Markets Debt Overview

Despite marked volatility as U.S. interest rate concerns rippled through global markets, emerging markets debt returned 13.97% during the fund’s fiscal year, as represented by the J.P. Morgan Emerging Markets Bond Index Plus (“EMBI+”).ii Sovereign debt markets rallied early in the period as U.S. Treasury bond markets stabilized after the sharp sell-off in July 2003, when U.S. Treasury bond prices plummeted among investor concerns that the Fed’s rate-cutting cycle had run its course, and investors refocused their attention on the strong fundamentals in improving emerging market economies.

Emerging markets continued to show strong performance into 2004 amid a relatively benign stretch in the U.S. Treasury bond markets and hedge funds joined crossover buyers in adding to their emerging markets debt allocations. However, the markets were disrupted in April and May following a sharp sell-off in U.S. Treasury bonds, and yields rose following an extremely strong March U.S. jobs report and comments from the Fed about the economy and inflation concerns in the United States. April saw EMBI+’s largest sell-off since July of 2001, with yield spreadsiii over U.S. Treasuries widening to levels not seen since October of last year. Markets took back some losses in the last three months of the period, as the continuation of good country fundamentals — coupled with the absence of U.S. Treasury volatility — supported strong returns.

Through all of this, emerging markets debt fundamentals remained strong, and the markets benefited from increasing signs of a global economic turnaround. Continued strength in commodity prices, including metals, agriculture, and oil provided positive support for many emerging market countries. Oil prices, in particular, remained high favoring oil exporters, but fears remained that high-energy prices might dampen the global recovery. Revenues from oil production contributed to positive performance in Ecuador, Russia, and Venezuela. The markets also benefited from higher-than-expected global economic growth and higher-than-expected inflation.

Yield spreads tightened 68 basis pointsiv during the 12-month period ended August 31, 2004, closing at 436 basis points over U.S. Treasuries. Over the same period, 12-month return volatility stood at 8.17%,v substantially below long-term, historical levels of approximately 16%.

The positive macro environment over the 12 months was supportive of improving credit quality across the emerging markets, which, when combined with continued progress on political and economic reforms in many Latin American countries, encouraged broader investor participation in emerging markets debt. In addition, the improving credit quality of the market may have caused some long-term investors to change their allocation to emerging markets from tactical to strategic, providing some technical support for the market.

High-Yield Bond Market Overview

The high-yield bond market posted strong returns during the fiscal year ending August 31, 2004. The rally that began late in August 2003 continued for the remainder of the 2003 calendar year, as lower U.S. Treasury yields and positive mutual fund flows propelled the market higher.



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Fundamentals also supported the market, as an improving economy, strong third quarter earnings and declining default rates contributed to the market’s advance, and corporate bond issuers took advantage of the low interest rates to improve their balance sheets and liquidity.

Following a strong run over 2003, high-yield bond prices began to retreat early in 2004 due to profit-taking as investors became concerned that company fundamentals did not warrant such gains and the low yields did not offer enough compensation for the risk. Additionally, the Fed’s removal of the “considerable period” language from its policy statement at the end of the month sparked concerns that the Fed would begin raising interest rates sooner than had been expected. The high-yield market continued to decline in February, with lower-quality issues leading the way down amid large fund outflows, continued profit taking and greater focus on company fundamentals. In March, investors sought haven in higher-rated bonds and in the non-investment-grade universes, as terrorism fears and weak employment numbers exerted pressure on stock markets and drove yields on U.S. Treasury bonds lower.

However, economic data released in April showing an improving labor market, and signs of higher inflation sparked another sell-off in U.S. Treasury bonds as investors shifted their expectations of Fed tightening from 2005 to the summer of 2004. Additionally, economic data in May sparked increased inflation fears, with concern over Fed tightening transitioning from timing to size and pace of the expected interest rate increases (although projections, which are subject to change, varied among investors and no one can say for sure when rates will rise). Once again the volatility in the U.S. Treasury market spilled into the high-yield market, resulting in negative returns and large mutual fund redemptions. However, the high-yield bond market rallied in the final quarter of the fiscal year as U.S. Treasury volatility declined as the economy showed signs of slowing and investors became more comfortable that the economy was not overheating. Additionally, the economy’s improvement continued to prove favorable for the corporate earnings and credit environment, resulting in declining default rates.

Performance Review

During the 12 months ended August 31, 2004, the fund returned 18.86%, based on its New York Stock Exchange (“NYSE”) market price and 18.63% based on its net asset value (“NAV”)vi per share. In comparison, the EMBI+ returned 13.97% and the Citigroup High Yield Market Indexvii returned 14.34% over the same period. The fund’s Lipper emerging markets debt closed-end funds category averageviii was 14.54%. Please note that Lipper performance returns are based on each fund’s NAV.

During the 12-month period, the fund distributed dividends to shareholders totaling $1.425 per share. The performance table on the following page shows the fund’s 30-day SEC and its 12-month total return based on its NAV and market price as of August 31, 2004. Past performance is no guarantee of future results. The fund’s yield will vary.



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FUND PERFORMANCE
AS OF AUGUST 31, 2004

 

 

 

 

 

 

 

 

 

 

Price Per Share

 

30-Day
SEC Yield

 

12-Month
Total Return

 

 

 

 

 

 

 

 

 

 

 

$12.17 (NAV)

 

8.69%

 

18.63%

 

 

 

 

 

 

 

 

 

 

 

$14.03 (NYSE)

 

7.52%

 

18.86%

 

 

 

 

 

 

 

 

 

 

 

All figures represent past performance and are not a guarantee of future results. The fund’s yield will vary.

 

 

 

 

 

 

 

 

 

 

Total returns are based on changes in NAV or market price, respectively. Total returns assume the reinvestment of all dividends and/or capital gains distributions, if any, in additional shares. The “SEC yield” is a return figure often quoted by bond and other fixed-income mutual funds. This quotation is based on the most recent 30-day (or one-month) period covered by the fund’s filings with the SEC. The yield figure reflects the dividends and interest earned during the period after deduction of the fund’s expenses for the period. The yield is as of August 31, 2004 and is subject to change.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


Factors Impacting Fund Performance

Performance for the emerging markets debt portion of the fund for the 12-month period primarily was driven by macroeconomic and market factors, as outlined above, rather than individual country events. That said, our overweight positions in the Brazil and Ecuador markets, which returned approximately 21% and 43%, respectively, positively contributed to the overall performance of the fund during the period.

The high yield portion of the fund benefited from its sector weightings, including underweighting aerospace and overweighting consumer products. Over the period, overall performance was also positively impacted by the fund’s use of leverage. However, performance was negatively affected by issue selection and holding issues rated BBB.

Looking for Additional Information?

The fund is traded under the symbol “GDF” and its closing market price is available in most newspapers under the NYSE listings. The daily NAV is available on-line 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 press release that can be found on most major financial websites as well as www.sbam.com.

In a continuing effort to provide information concerning the Salomon Brothers Global Partners Income Fund Inc., 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, for the fund’s current NAV, market price, and other information.



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Thank you for your investment in the Salomon Brothers Global Partners Income Fund Inc. As ever, we appreciate that you have chosen us to manage your assets and we remain focused on achieving the fund’s investment goals.

 

Sincerely,

 

 

 



 

 



Peter J. Wilby, CFA
President

 

 

Beth A. Semmel, CFA
Executive Vice President

 

 

 

 


 

 


James E. Craige, CFA
Executive Vice President

September 23, 2004

 

 

Thomas K. Flanagan, CFA
Executive Vice President

 

The information provided 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.

RISKS: The fund may invest in high-yield and foreign securities, including emerging markets, which involve risks beyond those inherent in solely higher-rated and domestic investments. High-yield bonds involve greater credit and liquidity risks than investment grade bonds. Investing in foreign securities is subject to certain risks not associated with domestic investing, such as currency fluctuations, and changes in political and economic conditions. These risks are magnified in emerging or developing markets.

All index performance reflects no deduction for fees, expenses or taxes. Please note that an investor cannot invest directly in an index.

i

The federal funds rate is the interest rate that banks with excess reserves at a Federal Reserve district bank charge other banks that need overnight loans.

ii

The J.P. Morgan Emerging Markets Bond Index Plus 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.

iii

Yield spread is the difference between yields on securities of the same quality but different maturities or the difference between yields on securities of the same maturity but different quality.

iv

A basis point is one one-hundredth (1/100 or 0.01) of one percent.

v

Source: J.P. Morgan.

vi

NAV is calculated by subtracting total liabilities and outstanding preferred stock from the closing value of all securities held by the fund (plus all other assets) and dividing the result (total net assets) by the total number of the common shares outstanding. The NAV fluctuates with changes in the market prices of securities in which the fund has invested. 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 shares.

vii

The Citigroup High Yield Market Index is a broad-based unmanaged index of high yield securities.

viii

Lipper, Inc. is a major independent mutual-fund tracking organization. Returns are based on the 12-month period ended August 31, 2004, calculated among the 12 funds in the fund’s Lipper category, including the reinvestment of dividends and capital gains, if any.



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Fund at a Glance (unaudited)

 

Investment Breakdown as of February 29, 2004*

1.3% Loan Participations

2.1% Common Stocks

0.5% Convertible Bonds

2.6% Commercial Paper

4.4% Repurchase Agreements

0.4% Preferred Stocks

0.1% Warrants, Rights and

47.9% Corporate Bonds

40.7% Sovereign Bonds

Escrow Shares

 

 

Investment Breakdown as of August 31, 2004*

2.1% Loan Participations

1.5% Common Stocks

0.6% Repurchase Agreements

0.2% Convertible Bonds

0.2% Preferred Stocks

0.1% Warrants, Rights and

Escrow Shares

44.1% Corporate Bonds

51.2% Sovereign Bonds

 

______________

*

As a percentage of total investments. Please note that portfolio holdings are subject to change.



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Schedule of Investments
August 31, 2004

 

Face
Amount

 

Security(a)

 

Value

 

Corporate Notes and Bonds — 64.3%

 

 

 

 

Basic Industries — 13.1%

 

 

 

 

$

625,000

 

Abitibi-Consolidated Inc., Debentures, 8.850% due 8/1/30

 

$

623,437

 

 

550,000

 

Acetex Corp., Sr. Notes, 10.875% due 8/1/09

 

 

607,750

 

 

375,000

 

Airgas, Inc., 9.125% due 10/1/11

 

 

424,687

 

 

675,000

 

AK Steel Corp., 7.875% due 2/15/09

 

 

654,750

 

 

575,000

 

Anchor Glass Container Corp., Secured Notes, 11.000% due 2/15/13

 

 

658,375

 

 

600,000

 

Appleton Papers Inc., Sr. Sub. Notes, 9.750% due 6/15/14 (b)

 

 

609,000

 

 

700,000

 

Applied Extrusion Technologies, Inc., Series B, 10.750% due 7/1/11 (c)

 

 

427,000

 

 

650,000

 

BCP Caylux Holdings Luxembourg SCA, Sr. Sub. Notes, 9.625% due 6/15/14 (b)

 

 

701,188

 

 

525,000

 

Berry Plastics Corp., 10.750% due 7/15/12

 

 

590,625

 

 

575,000

 

Bowater Inc., Debentures, 9.500% due 10/15/12

 

 

656,279

 

 

 

 

Buckeye Technologies Inc., Sr. Sub. Notes:

 

 

 

 

 

450,000

 

9.250% due 9/15/08

 

 

452,250

 

 

350,000

 

8.000% due 10/15/10

 

 

347,375

 

 

500,000

 

Equistar Chemicals L.P., Sr. Notes, 10.625% due 5/1/11

 

 

565,000

 

 

500,000

 

Huntsman Advanced Materials LLC, Secured Notes, 11.000% due 7/15/10 (b)

 

 

572,500

 

 

1,125,000

 

Huntsman International LLC, 10.125% due 7/1/09

 

 

1,164,375

 

 

600,000

 

IMCO Recycling Inc., Secured Notes, 10.375% due 10/15/10

 

 

645,000

 

 

525,000

 

Innophos Inc., Sr. Sub. Notes, 8.875% due 8/15/14 (b)

 

 

548,625

 

 

800,000

 

ISP Chemco Inc., Series B, 10.250% due 7/1/11

 

 

894,000

 

 

500,000

 

Ispat Inland ULC, Secured Notes, 9.750% due 4/1/14 (b)

 

 

536,250

 

 

575,000

 

Koppers Inc., 9.875% due 10/15/13

 

 

635,375

 

 

 

 

Lyondell Chemical Co.:

 

 

 

 

 

250,000

 

9.500% due 12/15/08

 

 

268,438

 

 

 

 

Secured Notes:

 

 

 

 

 

325,000

 

11.125% due 7/15/12

 

 

371,313

 

 

50,000

 

Series B, 9.875% due 5/1/07

 

 

52,938

 

 

450,000

 

Methanex Corp., Sr. Notes, 8.750% due 8/15/12

 

 

515,250

 

 

 

 

Millennium America Inc.:

 

 

 

 

 

415,000

 

9.250% due 6/15/08

 

 

454,425

 

 

375,000

 

Sr. Notes, 9.250% due 6/15/08 (b)

 

 

410,625

 

 

200,000

 

Mueller Group, Inc., Sr. Sub. Notes, 10.000% due 5/1/12 (b)

 

 

216,500

 

 

300,000

 

Mueller Holdings, Inc., Discount Notes, (zero coupon until 4/15/09, 14.750% thereafter), due 4/15/14 (b)

 

 

192,000

 

 

625,000

 

Nalco Co., Sr. Sub. Notes, 8.875% due 11/15/13 (b)

 

 

677,344

 

 

700,000

 

Newark Group, Inc., Sr. Sub. Notes, 9.750% due 3/15/14 (b)

 

 

682,500

 

 

125,000

 

OM Group, Inc., 9.250% due 12/15/11

 

 

129,375

 

 

875,000

 

Plastipak Holdings, Inc., 10.750% due 9/1/11

 

 

949,375

 

 

300,000

 

Pliant Corp., Secured Notes, 11.125% due 9/1/09

 

 

323,250

 

 

650,000

 

Portola Packaging, Inc., Sr. Notes, 8.250% due 2/1/12

 

 

568,750

 

 

500,000

 

Radnor Holdings Corp., Sr. Notes, 11.000% due 3/15/10

 

 

422,500

 

 

 

 

 

 

 

 

 

 

 

 

See Notes to Financial Statements.

 

 

 

 


Page 8



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Schedule of Investments (continued)
August 31, 2004

 

Face
Amount

 

Security(a)

 

Value

 

Basic Industries — 13.1% (continued)

 

 

 

Resolution Performance Products, Inc.:

 

 

 

 

$

250,000

 

Secured Notes, 9.500% due 4/15/10

 

$

261,250

 

 

550,000

 

Sr. Sub. Notes, 13.500% due 11/15/10

 

 

536,250

 

 

 

Rhodia S.A.:

 

 

 

 

 

50,000

 

Sr. Notes, 10.250% due 6/1/10

 

 

51,250

 

 

900,000

 

Sr. Sub. Notes, 8.875% due 6/1/11

 

 

765,000

 

 

600,000

 

Smurfit Capital Funding PLC, Debentures, 7.500% due 11/20/25

 

 

579,000

 

 

900,000

 

Stone Container Finance, 7.375% due 7/15/14 (b)

 

 

933,750

 

 

 

Tekni-Plex, Inc.:

 

 

 

 

 

500,000

 

Secured Notes, 8.750% due 11/15/13 (b)

 

 

482,500

 

 

100,000

 

Series B, 12.750% due 6/15/10

 

 

97,000

 

 

 

Tembec Industries, Inc.:

 

 

 

 

 

875,000

 

8.625% due 6/30/09

 

 

916,563

 

 

400,000

 

8.500% due 2/1/11

 

 

423,000

 

 

575,000

 

Westlake Chemical Corp., 8.750% due 7/15/11

 

 

642,563

 

 

 

 

 

 

24,236,550

 

Consumer Cyclicals — 7.5%

 

 

650,000

 

AMF Bowling Worldwide, Inc., Sr. Sub. Notes, 10.000% due 3/1/10 (b)

 

 

679,250

 

 

575,000

 

Buffets Inc., Sr. Sub. Notes, 11.250% due 7/15/10

 

 

606,625

 

 

675,000

 

Cinemark Inc., Sr. Discount Notes, (zero coupon until 3/15/09, 9.750% thereafter), due 3/15/14

 

 

468,281

 

 

 

Cole National Group, Inc., Sr. Sub. Notes:

 

 

 

 

 

250,000

 

8.625% due 8/15/07

 

 

255,312

 

 

450,000

 

8.875% due 5/15/12

 

 

492,750

 

 

650,000

 

Equinox Holdings Inc., Sr. Notes, 9.000% due 12/15/09 (b)

 

 

669,500

 

 

275,000

 

Eye Care Centers of America, Inc., 9.125% due 5/1/08

 

 

277,750

 

 

 

Felcor Lodging L.P.:

 

 

 

 

 

117,000

 

10.000% due 9/15/08

 

 

123,581

 

 

290,000

 

9.000% due 6/1/11

 

 

317,550

 

 

 

Host Marriott L.P.:

 

 

 

 

 

125,000

 

Series I, 9.500% due 1/15/07

 

 

140,000

 

 

525,000

 

Sr. Notes, 7.125% due 11/1/13

 

 

536,812

 

 

675,000

 

Interface, Inc., Sr. Sub. Notes, 9.500% due 2/1/14

 

 

695,250

 

 

500,000

 

John Q. Hammons Hotels L.P., 1st Mortgage, Series B, 8.875% due 5/15/12

 

 

558,750

 

 

600,000

 

Leslie’s Poolmart, Sr. Notes, Series B, 10.375% due 7/15/08

 

 

615,000

 

 

 

Levi Strauss & Co., Sr. Notes:

 

 

 

 

 

565,000

 

11.625% due 1/15/08

 

 

587,600

 

 

300,000

 

12.250% due 12/15/12

 

 

312,750

 

 

 

MeriStar Hospitality Corp.:

 

 

 

 

 

150,000

 

9.000% due 1/15/08

 

 

155,250

 

 

600,000

 

9.125% due 1/15/11

 

 

621,000

 

 

400,000

 

Oxford Industries, Inc., Sr. Notes, 8.875% due 6/1/11 (b)

 

 

430,000

 

 

375,000

 

PETCO Animal Supplies, Inc., Sr. Sub. Notes, 10.750% due 11/1/11

 

 

425,625

 

               

 

 

 

See Notes to Financial Statements.

 

 

 

 


Page 9



S  A  L  O  M  O   N     B  R  O  T  H  E  R  S     G  L  O  B  A  L     P  A  R  T  N  E  R  S     I  N  C  O  M  E     F  U  N  D     I  N  C  .


Schedule of Investments (continued)
August 31, 2004

 

 Face
Amount

 

Security(a)

 

Value

 

Consumer Cyclicals — 7.5% (continued)

 

 

 

 

$

550,000

 

Prime Hospitality Corp., Sr. Sub. Notes, Series B, 8.375% due 5/1/12

 

$

635,250

 

 

 

 

Saks Inc.:

 

 

 

 

 

50,000

 

7.500% due 12/1/10

 

 

53,000

 

 

225,000

 

9.875% due 10/1/11

 

 

268,875

 

 

725,000

 

Sbarro, Inc., 11.000% due 9/15/09

 

 

657,938

 

 

 

 

Six Flags, Inc., Sr. Notes:

 

 

 

 

 

200,000

 

9.750% due 4/15/13

 

 

187,000

 

 

175,000

 

9.625% due 6/1/14

 

 

163,188

 

 

700,000

 

Starwood Hotels & Resorts Worldwide, Inc., 7.875% due 5/1/12

 

 

787,500

 

 

600,000

 

Tommy Hilfiger USA, Inc., 6.850% due 6/1/08

 

 

616,500

 

 

1,400,000

 

WH Holdings, Ltd., Sr. Notes, 9.500% due 4/1/11

 

 

1,505,000

 

 

 

 

 

 

 

13,842,887

 

Consumer Non-Cyclicals — 12.9%

 

 

 

 

 

575,000

 

aaiPharma Inc., 11.500% due 4/1/10

 

 

401,062

 

 

250,000

 

Ahold Finance U.S.A., Inc., Notes, 8.250% due 7/15/10

 

 

275,625

 

 

625,000

 

AKI Inc., Sr. Notes, 10.500% due 7/1/08

 

 

646,094

 

 

600,000

 

AmeriPath, Inc., 10.500% due 4/1/13

 

 

618,000

 

 

525,000

 

Ameristar Casinos, Inc., 10.750% due 2/15/09

 

 

594,562

 

 

502,000

 

Applica Inc., Sr. Sub. Notes, 10.000% due 7/31/08

 

 

496,980

 

 

325,000

 

Athena Neurosciences Finance LLC, 7.250% due 2/21/08

 

 

325,000

 

 

 

 

Caesars Entertainment Inc., Sr. Sub. Notes:

 

 

 

 

 

625,000

 

7.875% due 12/15/05

 

 

660,156

 

 

425,000

 

8.875% due 9/15/08

 

 

482,375

 

 

700,000

 

Curative Health Services, Inc., Sr. Notes, 10.750% due 5/1/11 (b)

 

 

647,500

 

 

500,000

 

Del Monte Corp., Sr. Sub. Notes, 8.625% due 12/15/12

 

 

558,750

 

 

 

 

Doane Pet Care Co.:

 

 

 

 

 

100,000

 

10.750% due 3/1/10

 

 

106,500

 

 

600,000

 

Sr. Sub. Notes, 9.750% due 5/15/07

 

 

562,500

 

 

650,000

 

Elan Pharmaceutical Investment III, Series B, 7.720% due 3/15/05

 

 

656,500

 

 

450,000

 

Extendicare Health Services, Inc., 9.500% due 7/1/10

 

 

505,125

 

 

675,000

 

FTD, Inc., 7.750% due 2/15/14.

 

 

661,500

 

 

450,000

 

Hines Nurseries, Inc., 10.250% due 10/1/11

 

 

474,750

 

 

750,000

 

Home Interiors & Gifts, Inc., 10.125% due 6/1/08

 

 

648,750

 

 

650,000

 

IASIS Healthcare Corp., Sr. Sub. Notes, 8.750% due 6/15/14 (b)

 

 

685,750

 

 

625,000

 

Icon Health & Fitness, Inc., 11.250% due 4/1/12

 

 

684,375

 

 

600,000

 

Inn of the Mountain Gods Resort & Casino, Sr. Notes, 12.000% due 11/15/10

 

 

681,000

 

 

325,000

 

InSight Health Services, Corp., Series B, 9.875% due 11/1/11

 

 

330,687

 

 

500,000

 

Jafra Cosmetics International Inc., 10.750% due 5/15/11

 

 

573,750

 

 

375,000

 

Jean Coutu Group, Inc., Sr. Sub. Notes, 8.500% due 8/1/14 (b)

 

 

379,687

 

 

500,000

 

Kerzner International Ltd., 8.875% due 8/15/11

 

 

551,250

 

 

575,000

 

Leiner Health Products, Inc., Sr. Sub. Notes, 11.000% due 6/1/12 (b)

 

 

603,750

 

 

 

 

 

 

 

 

 

 

 

 

See Notes to Financial Statements.

 

 

 

 


Page 10



S  A  L  O  M  O   N     B  R  O  T  H  E  R  S     G  L  O  B  A  L     P  A  R  T  N  E  R  S     I  N  C  O  M  E     F  U  N  D     I  N  C  .


Schedule of Investments (continued)
August 31, 2004

 

Face
Amount

 

Security(a)

 

Value

 

Consumer Non-Cyclicals — 12.9% (continued)

 

 

 

 

 

 

 

MGM MIRAGE:

 

 

 

 

$

750,000

 

9.750% due 6/1/07                                                                                                                      

 

$

834,375

 

 

400,000

 

Sr. Notes, 6.750% due 9/1/12 (b)                                                                                                  

 

 

410,000

 

 

700,000

 

Omega Healthcare Investors, Inc., Sr. Notes, 7.000% due 4/1/14 (b)                                                    

 

 

689,500

 

 

675,000

 

Pinnacle Entertainment, Inc., Sr. Sub. Notes, 8.250% due 3/15/12                                                        

 

 

681,750

 

 

625,000

 

Pinnacle Foods Holding Corp., Sr. Sub. Notes, 8.250% due 12/1/13 (b)                                                

 

 

598,438

 

 

475,000

 

Playtex Products, Inc., 9.375% due 6/1/11                                                                                         

 

 

485,094

 

 

825,000

 

Rite Aid Corp., Sr. Notes, 7.625% due 4/15/05                                                                                  

 

 

853,875

 

 

600,000

 

Sealy Mattress Co., Sr. Sub. Notes, 8.250% due 6/15/14 (b)                                                                

 

 

622,500

 

 

350,000

 

Sola International Inc., Notes, 6.875% due 3/15/08                                                                            

 

 

362,593

 

 

150,000

 

Station Casinos, Inc., Sr. Sub. Notes, 6.875% due 3/1/16                                                                    

 

 

150,563

 

 

374,000

 

Tempur-Pedic Inc. & Tempur Production U.S.A. Inc., Sr. Sub. Notes, 10.250% due 8/15/10    

 

 

422,620

 

 

 

 

Tenet Healthcare Corp.:

 

 

 

 

 

750,000

 

Notes, 7.375% due 2/1/13                                                                                                            

 

 

697,500

 

 

 

 

Sr. Notes:

 

 

 

 

 

250,000

 

6.500% due 6/1/12                                                                                                                  

 

 

222,500

 

 

300,000

 

6.875% due 11/15/31                                                                                                               

 

 

238,500

 

 

875,000

 

United Industries Corp., Series D, 9.875% due 4/1/09                                                                         

 

 

920,938

 

 

575,000

 

Vanguard Health Systems, Inc., 9.750% due 8/1/11                                                                            

 

 

669,875

 

 

550,000

 

Venetian Casino Resort, LLC, 11.000% due 6/15/10                                                                          

 

 

629,063

 

 

600,000

 

VWR International, Inc., Sr. Sub. Notes, 8.000% due 4/15/14 (b)                                                        

 

 

622,500

 

 

 

 

 

 

 

23,924,162

 

Energy — 4.7%

 

 

 

 

 

 

 

Dynegy Holdings Inc.:

 

 

 

 

 

 

 

Debentures:

 

 

 

 

 

800,000

 

7.125% due 5/15/18                                                                                                                

 

 

668,000

 

 

750,000

 

7.625% due 10/15/26                                                                                                               

 

 

622,500

 

 

650,000

 

Secured Notes, 9.875% due 7/15/10 (b)                                                                                         

 

 

728,000

 

 

 

 

El Paso Corp.:

 

 

 

 

 

825,000

 

Notes, 7.875% due 6/15/12                                                                                                          

 

 

798,187

 

 

 

 

Sr. Notes:

 

 

 

 

 

675,000

 

7.800% due 8/1/31                                                                                                                  

 

 

573,750

 

 

875,000

 

7.750% due 1/15/32                                                                                                                

 

 

747,031

 

 

812,000

 

Magnum Hunter Resources, Inc., 9.600% due 3/15/12                                                                        

 

 

919,590

 

 

1,200,000

 

PEMEX Project Funding Master Trust, 6.125% due 8/15/08                                                                

 

 

1,269,000

 

 

200,000

 

Swift Energy Co., Sr. Sub. Notes, 9.375% due 5/1/12                                                                         

 

 

221,000

 

 

 

 

The Williams Cos., Inc.:

 

 

 

 

 

 

 

Notes:

 

 

 

 

 

300,000

 

7.625% due 7/15/19                                                                                                                

 

 

325,500

 

 

1,250,000

 

7.875% due 9/1/21                                                                                                                  

 

 

1,360,938

 

 

200,000

 

8.750% due 3/15/32                                                                                                                

 

 

225,500

 

 

125,000

 

Sr. Notes, 8.625% due 6/1/10                                                                                                           

 

 

145,625

 

 

 

 

 

 

 

8,604,621

 

 

 

 

 

 

 

 

 

 

 

 

See Notes to Financial Statements.

 

 

 

 


Page 11



S  A  L  O  M  O   N     B  R  O  T  H  E  R  S     G  L  O  B  A  L     P  A  R  T  N  E  R  S     I  N  C  O  M  E     F  U  N  D     I  N  C  .

Schedule of Investments (continued)

August 31, 2004

 

 

Face
Amount

     

Security(a)

      

 

Value

 

Financial — 0.0%

 

 

 

 

$

987,700

 

Airplanes Pass-Through Trust, Series D, 10.875% due 3/15/19 (c)(d)      

 

$

0

 

Housing Related — 1.3%

 

 

 

 

 

1,250,000

 

Associated Materials Inc., Sr. Discount Notes, (zero coupon until 3/1/09, 11.250%         

 

 

 

 

 

 

 

thereafter), due 3/1/14 (b)     

 

 

890,625

 

 

400,000

 

Collins & Aikman Floor Cover, Series B, 9.750% due 2/15/10 

 

 

412,000

 

 

650,000

 

Ply Gem Industries, Inc., Sr. Sub. Notes, 9.000% due 2/15/12 (b)           

 

 

656,500

 

 

350,000

 

THL Buildco Inc., Sr. Sub. Notes, 8.500% due 9/1/14 (b)          

 

 

366,625

 

 

 

 

 

 

 

2,325,750

 

Manufacturing — 3.6%

 

 

 

 

 

725,000

 

Blount Inc., 13.000% due 8/1/09           

 

 

776,656

 

 

300,000

 

Case New Holland Inc., Sr. Notes, 9.250% due 8/1/11 (b)          

 

 

333,000

 

 

575,000

 

Eagle-Picher Industries, Inc., Sr. Notes, 9.750% due 9/1/13        

 

 

622,437

 

 

275,000

 

General Binding Corp., 9.375% due 6/1/08        

 

 

282,562

 

 

325,000

 

Invensys PLC, Sr. Notes, 9.875% due 3/15/11 (b)          

 

 

331,500

 

 

325,000

 

Keystone Automotive Operations Inc., Sr. Sub. Notes, 9.750% due 11/1/13        

 

 

351,812

 

 

750,000

 

L-3 Communications Corp., 7.625% due 6/15/12           

 

 

815,625

 

 

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       

 

 

331,500

 

 

675,000

 

Sensus Metering Systems Inc., Sr. Sub. Notes, 8.625% due 12/15/13 (b) 

 

 

664,875

 

 

450,000

 

Sequa Corp., Sr. Notes, 9.000% due 8/1/09        

 

 

492,750

 

 

 

 

Tenneco Automotive Inc., Series B:

 

 

 

 

 

225,000

 

11.625% due 10/15/09          

 

 

241,313

 

 

300,000

 

Secured Notes, 10.250% due 7/15/13 

 

 

348,750

 

 

700,000

 

Terex Corp., Series B, 10.375% due 4/1/11        

 

 

792,750

 

 

 

 

TRW Automotive Inc.:  

 

 

 

 

 

134,000

 

Sr. Notes, 9.375% due 2/15/13          

 

 

155,105

 

 

49,000

 

Sr. Sub. Notes, 11.000% due 2/15/13 

 

 

59,535

 

 

 

 

 

 

 

6,607,670

 

Media and Cable — 7.4%

 

 

 

 

 

675,000

 

Atlantic Broadband Finance LLC, Sr. Sub. Notes, 9.375% due 1/15/14 (b)         

 

 

639,562

 

 

100,000

 

Cablevision Systems Corp., Sr. Notes, 8.000% due 4/15/12 (b)   

 

 

103,000

 

 

 

 

Charter Communications Holdings, LLC:          

 

 

 

 

 

 

 

Sr. Discount Notes:   

 

 

 

 

 

1,255,000

 

9.920% due 4/1/11           

 

 

997,725

 

 

10,000

 

Zero coupon until 1/15/05, (11.750% thereafter), due 1/15/10         

 

 

8,100

 

 

1,050,000

 

Zero coupon until 1/15/06, (13.500% thereafter), due 1/15/11         

 

 

771,750

 

 

1,075,000

 

Zero coupon until 5/15/06, (11.750% thereafter), due 5/15/11         

 

 

688,000

 

 

 

 

Sr. Notes:     

 

 

 

 

 

250,000

 

8.250% due 4/1/07           

 

 

228,750

 

 

250,000

 

10.250% due 1/15/10        

 

 

206,875

 

 

1,100,000

 

CSC Holdings Inc., Sr. Sub. Debentures, 10.500% due 5/15/16  

 

 

1,256,750

 

 

 

 

 

 

 

 

 

 

 

     

See Notes to Financial Statements.

      

 

 

 


Page 12



S  A  L  O  M  O   N     B  R  O  T  H  E  R  S     G  L  O  B  A  L     P  A  R  T  N  E  R  S     I  N  C  O  M  E     F  U  N  D     I  N  C  .

Schedule of Investments (continued)

August 31, 2004

 

Face
Amount

 

Security(a)

 

Value

 

Media and Cable — 7.4% (continued)

 

 

 

 

$

225,000

 

Dex Media East LLC/Dex Media East Finance Co., 9.875% due 11/15/09

 

$

259,875

 

 

975,000

 

Dex Media Inc., Discount Notes, (zero coupon until 11/15/08, 9.000% thereafter), due 11/15/13 (b)

 

 

719,062

 

 

635,000

 

Dex Media West LLC/Dex Media Finance Co., Sr. Sub. Notes, Series B, 9.875% due 8/15/13

 

 

733,425

 

 

500,000

 

DirecTV Holdings LLC, Sr. Notes, 8.375% due 3/15/13

 

 

571,250

 

 

504,000

 

EchoStar DBS Corp., Sr. Notes, 9.125% due 1/15/09

 

 

556,920

 

 

424,110

 

Hollinger Participation Trust, Sr. Notes, Payment-in-Kind, 12.125% due 11/15/10 (b)

 

 

475,949

 

 

325,000

 

Houghton Mifflin Co., Sr. Discount Notes, (zero coupon until 10/15/08, 11.500% thereafter), due 10/15/13

 

 

193,781

 

 

600,000

 

Insight Midwest, L.P., Sr. Notes, 10.500% due 11/1/10

 

 

652,500

 

 

300,000

 

Interep National Radio Sales, Inc., Series B, 10.000% due 7/1/08

 

 

235,875

 

 

650,000

 

Lodgenet Entertainment Corp., Sr. Sub. Debentures, 9.500% due 6/15/13

 

 

713,375

 

 

50,000

 

Mediacom Broadband LLC, 11.000% due 7/15/13

 

 

54,375

 

 

650,000

 

Mediacom LLC, Sr. Notes, 9.500% due 1/15/13

 

 

640,250

 

 

550,000

 

NextMedia Operating, Inc., 10.750% due 7/1/11

 

 

618,750

 

 

300,000

 

PanAmSat Corp., 9.000% due 8/15/14 (b)

 

 

314,250

 

 

375,000

 

Radio One, Inc., Series B, 8.875% due 7/1/11

 

 

417,656

 

 

 

 

R.H. Donnelley Finance Corp. I:

 

 

 

 

 

225,000

 

10.875% due 12/15/12

 

 

267,188

 

 

100,000

 

10.875% due 12/15/12 (b)

 

 

118,750

 

 

600,000

 

Spanish Broadcasting System, Inc., 9.625% due 11/1/09

 

 

635,250

 

 

585,000

 

Yell Finance B.V., 10.750% due 8/1/11

 

 

687,375

 

 

 

 

 

 

 

13,766,368

 

Services and Other — 2.1%

 

 

 

 

 

175,000

 

Allied Security Escrow Corp., Sr. Sub. Notes, 11.375% due 7/15/11 (b)

 

 

185,500

 

 

 

 

Allied Waste North America, Inc., Series B:

 

 

 

 

 

225,000

 

9.250% due 9/1/12

 

 

253,687

 

 

1,025,000

 

Sr. Notes, 7.375% due 4/15/14

 

 

1,000,656

 

 

350,000

 

Brand Services, Inc., 12.000% due 10/15/12

 

 

400,750

 

 

600,000

 

Cenveo Corp., Sr. Sub. Notes, 7.875% due 12/1/13

 

 

574,500

 

 

1,250,000

 

The Holt Group, Inc., 9.750% due 1/15/06 (c)(d)

 

 

0

 

 

600,000

 

Iron Mountain Inc., 7.750% due 1/15/15

 

 

627,000

 

 

400,000

 

Muzak LLC, Sr. Notes, 10.000% due 2/15/09

 

 

358,000

 

 

2,000,000

 

Safety-Kleen Services, Inc., 9.250% due 6/1/08 (c)

 

 

5,000

 

 

450,000

 

SITEL Corp., 9.250% due 3/15/06

 

 

452,250

 

 

 

 

 

 

 

3,857,343

 

Technology — 1.3%

 

 

 

 

 

300,000

 

Amkor Technology Inc., Sr. Sub. Notes, 10.500% due 5/1/09

 

 

273,000

 

 

1,700,000

 

Lucent Technologies Inc., Debentures, 6.450% due 3/15/29

 

 

1,343,000

 

 

725,000

 

Nortel Networks Ltd., Notes, 6.125% due 2/15/06

 

 

739,500

 

 

 

 

 

 

 

2,355,500

 

 

 

 

 

 

 

 

 

 

 

 

See Notes to Financial Statements.

 

 

 

 


Page 13



S  A  L  O  M  O   N     B  R  O  T  H  E  R  S     G  L  O  B  A  L     P  A  R  T  N  E  R  S     I  N  C  O  M  E     F  U  N  D     I  N  C  .

Schedule of Investments (continued)

August 31, 2004

 

Face
Amount

     

Security(a)

 

Value

 

Telecommunications — 5.4%

 

 

 

 

 

 

     

Alamosa (Delaware) Inc.:

 

 

 

 

$

308,000

 

11.000% due 7/31/10

 

$

338,800

 

 

339,000

 

Zero coupon until 7/31/05, (12.000% thereafter), due 7/31/09

 

 

339,000

 

 

 

 

American Tower Corp., Sr. Notes:

 

 

 

 

 

850,000

 

9.375% due 2/1/09

 

 

911,625

 

 

200,000

 

7.500% due 5/1/12 (b)

 

 

203,000

 

 

365,000

 

American Tower Escrow Corp., Discount Notes, zero coupon due 8/1/08

 

 

274,206

 

 

 

 

Crown Castle International Corp., Sr. Notes:

 

 

 

 

 

1,000,000

 

10.750% due 8/1/11

 

 

1,127,500

 

 

225,000

 

Series B, 7.500% due 12/1/13

 

 

226,125

 

 

1,475,000

 

Nextel Communications, Inc., Sr. Notes, 7.375% due 8/1/15

 

 

1,548,750

 

 

1,025,000

 

Qwest Corp., Notes, 9.125% due 3/15/12 (b)

 

 

1,104,438

 

 

 

 

Qwest Services Corp., Notes:

 

 

 

 

 

1,000,000

 

14.000% due 12/15/10 (b)

 

 

1,167,500

 

 

481,000

 

14.500% due 12/15/14 (b)

 

 

573,593

 

 

 

 

SBA Communications Corp.:

 

 

 

 

 

150,000

 

Sr. Discount Notes, zero coupon until 12/15/07, (9.750% thereafter), due 12/15/11

 

 

117,750

 

 

575,000

 

Sr. Notes, 10.250% due 2/1/09

 

 

608,063

 

 

275,000

 

SpectraSite, Inc., Sr. Notes, 8.250% due 5/15/10

 

 

288,750

 

 

 

 

UbiquiTel Operating Co.:

 

 

 

 

 

150,000

 

Sr. Notes, 9.875% due 3/1/11

 

 

154,500

 

 

575,000

 

Zero coupon until 4/15/05, (14.000% thereafter), due 4/15/10

 

 

592,250

 

 

500,000

 

Western Wireless Corp., Sr. Notes, 9.250% due 7/15/13

 

 

516,250

 

 

 

 

 

 

 

10,092,100

 

Transportation — 0.4%

 

 

 

 

 

 

 

Continental Airlines, Inc., Pass-Through Certificates:

 

 

 

 

 

324,659

 

Series 00-2, 8.312% due 4/2/11

 

 

238,973

 

 

333,619

 

Series 981C, 6.541% due 9/15/08

 

 

286,470

 

 

225,000

 

General Maritime Corp., Sr. Notes, 10.000% due 3/15/13

 

 

253,406

 

 

 

 

 

 

 

778,849

 

Utilities — 4.6%

 

 

 

 

 

 

 

The AES Corp., Sr. Notes:

 

 

 

 

 

400,000

 

8.750% due 6/15/08

 

 

433,000

 

 

175,000

 

9.500% due 6/1/09

 

 

195,562

 

 

300,000

 

9.375% due 9/15/10

 

 

335,250

 

 

400,000

 

7.750% due 3/1/14

 

 

405,000

 

 

550,000

 

Allegheny Energy Supply Statutory Trust 2001, Secured Notes, 10.250% due 11/15/07 (b)

 

 

607,750

 

 

850,000

 

Calpine Canada Energy Finance ULC, 8.500% due 5/1/08

 

 

546,125

 

 

750,000

 

Calpine Corp., Secured Notes, 8.500% due 7/15/10 (b)

 

 

592,500

 

 

350,000

 

Calpine Generating Co. LLC, Secured Notes, 10.250% due 4/1/11 (b)(e)

 

 

309,750

 

 

 

     

 

 

 

 

 

 

 

     

See Notes to Financial Statements.

 

 

 

 


Page 14



S  A  L  O  M  O   N     B  R  O  T  H  E  R  S     G  L  O  B  A  L     P  A  R  T  N  E  R  S     I  N  C  O  M  E     F  U  N  D     I  N  C  .


Schedule of Investments (continued)
August 31, 2004

 

Face
Amount

 

Security(a)

 

Value

 

Utilities — 4.6% (continued)

 

 

 

 

 

 

 

Edison Mission Energy, Sr. Notes:

 

 

 

 

$

50,000

 

10.000% due 8/15/08

 

$

58,250

 

 

1,100,000

 

7.730% due 6/15/09

 

 

1,157,750

 

 

300,000

 

9.875% due 4/15/11

 

 

345,750

 

 

950,000

 

Mirant Americas Generation, LLC, Sr. Notes, 9.125% due 5/1/31 (c)

 

 

790,875

 

 

1,200,000

 

NRG Energy, Inc., Secured Notes, 8.000% due 12/15/13 (b)

 

 

1,266,000

 

 

 

Reliant Energy, Inc., Secured Notes:

 

 

 

 

 

725,000

 

9.250% due 7/15/10

 

 

797,500

 

 

550,000

 

9.500% due 7/15/13

 

 

610,500

 

 

 

 

 

 

 

8,451,562

 

 

 

 

Total Corporate Notes and Bonds (Cost — $117,696,245)

 

 

118,843,362

 

Convertible Notes and Bonds — 0.3%

 

 

 

 

Technology — 0.1%

 

 

 

 

 

475,000

 

Sanmina-SCI Corp., Sub. Debentures, zero coupon due 9/12/20

 

 

251,156

 

Telecommunications — 0.2%

 

 

 

 

 

325,000

 

American Tower Corp., Notes, 5.000% due 2/15/10

 

 

320,937

 

 

 

 

Total Convertible Notes and Bonds (Cost — $385,587)

 

 

572,093

 

Sovereign Bonds — 74.6%

 

 

 

 

Argentina — 1.3%

 

 

 

 

 

4,725,000

 

Republic of Argentina, Discount Bond, Series L-GL, 2.4375% due 3/31/23 (c)(e)

 

 

2,433,375

 

Brazil — 19.7%

 

 

 

 

 

 

 

Federal Republic of Brazil:

 

 

 

 

 

1,075,000

 

10.500% due 7/14/14

 

 

1,154,013

 

 

4,115,000

 

12.250% due 3/6/30

 

 

4,845,412

 

 

9,030,000

 

11.000% due 8/17/40

 

 

9,666,615

 

 

13,135,039

 

C Bond, 8.000% due 4/15/14

 

 

12,864,129

 

 

5,294,118

 

DCB, Series L, 2.125% due 4/15/12 (e)

 

 

4,784,559

 

 

3,211,535

 

FLIRB, Series L, 2.0625% due 4/15/09 (e)

 

 

3,115,189

 

 

 

 

 

 

 

36,429,917

 

Bulgaria — 0.7%

 

 

 

 

 

 

 

Republic of Bulgaria:

 

 

796,656

 

 

650,000

 

8.250% due 1/15/15

 

 

431,710

 

 

432,250

 

IAB, 2.750% due 7/28/11 (e)

 

 

1,228,366

 

 

 

 

 

 

 

 

 

 

 

 

See Notes to Financial Statements.

 

 

 

 


Page 15



S  A  L  O  M  O   N     B  R  O  T  H  E  R  S     G  L  O  B  A  L     P  A  R  T  N  E  R  S     I  N  C  O  M  E     F  U  N  D     I  N  C  .


Schedule of Investments (continued)
August 31, 2004

 

Face
Amount

 

Security(a)

 

Value

 

Colombia — 3.8%

 

 

 

 

 

 

 

Republic of Colombia:

 

 

 

 

$

1,312,000

 

8.625% due 4/1/08

 

$

1,438,280

 

 

2,000,000

 

10.000% due 1/23/12

 

 

2,240,000

 

 

1,925,000

 

10.750% due 1/15/13

 

 

2,223,375

 

 

950,000

 

11.750% due 2/25/20

 

 

1,162,562

 

 

 

 

7,064,217

 

Costa Rica — 0.3%

 

 

 

 

 

550,000

 

Republic of Costa Rica, 6.914% due 1/31/08 (b)

 

 

564,162

 

Dominican Republic — 0.1%

 

 

 

 

 

280,000

 

Dominican Republic, 9.500% due 9/27/06

 

 

215,600

 

Ecuador — 5.5%

 

 

 

 

 

 

 

Republic of Ecuador:

 

 

 

 

 

5,750,000

 

12.000% due 11/15/12

 

 

5,623,500

 

 

5,710,000

 

8.000% due 8/15/30 (e)

 

 

4,503,763

 

 

 

 

10,127,263

 

El Salvador — 0.3%

 

 

 

 

 

525,000

 

Republic of El Salvador, 7.750% due 1/24/23

 

 

562,065

 

Germany — 1.0%

 

 

 

 

 

1,650,000

 

Aries Vermoegensverwaltungs GmbH, Russian Federation Sovereign Credit-Linked Notes, Series C, 9.600% due 10/24/14 (b)

 

 

1,856,250

 

Malaysia — 0.4%

 

 

 

 

 

625,000

 

Malaysia, 8.750% due 6/1/09

 

 

751,713

 

Mexico — 12.3%

 

 

 

 

 

 

 

United Mexican States:

 

 

 

 

 

2,750,000

 

6.375% due 1/16/13

 

 

2,894,375

 

 

2,747,000

 

5.875% due 1/15/14

 

 

2,785,458

 

 

11,045,000

 

6.625% due 3/3/15

 

 

11,657,998

 

 

250,000

 

11.375% due 9/15/16

 

 

366,563

 

 

4,450,000

 

8.300% due 8/15/31

 

 

5,109,713

 

 

 

 

 

 

 

22,814,107

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See Notes to Financial Statements.

 

 

 

 

Page 16



S  A  L  O  M  O   N     B  R  O  T  H  E  R  S     G  L  O  B  A  L     P  A  R  T  N  E  R  S     I  N  C  O  M  E     F  U  N  D     I  N  C  .


Schedule of Investments (continued)
August 31, 2004

 

Face
Amount

 

Security(a)

 

Value

 

Panama — 0.7%

 

 

 

 

 

 

 

Republic of Panama:

 

 

 

 

$

425,000

 

9.625% due 2/8/11

 

$

486,625

 

 

580,000

 

9.375% due 1/16/23

 

 

632,200

 

 

150,000

 

9.375% due 4/1/29

 

 

168,375

 

 

 

 

 

 

 

1,287,200

 

Peru — 2.1%

 

 

 

 

 

 

 

Republic of Peru:

 

 

 

 

 

2,800,000

 

8.750% due 11/21/33

 

 

2,702,000

 

 

1,335,000

 

FLIRB, 4.500% due 3/7/17 (e)

 

 

1,161,450

 

 

 

 

 

 

 

3,863,450

 

The Philippines — 3.1%

 

 

 

 

 

 

 

Republic of the Philippines:

 

 

 

 

 

1,550,000

 

9.375% due 1/18/17

 

 

1,640,055

 

 

3,550,000

 

10.625% due 3/16/25

 

 

3,927,188

 

 

211,556

 

FLIRB, Series B, 2.4375% due 6/1/08 (e)

 

 

196,218

 

 

 

 

 

 

 

5,763,461

 

Russia — 15.5%

 

 

 

 

 

 

 

Russian Federation:

 

 

 

 

 

4,510,000

 

11.000% due 7/24/18

 

 

5,908,100

 

 

475,000

 

12.750% due 6/24/28

 

 

722,000

 

 

22,995,540

 

5.000% due 3/31/30 (e)

 

 

22,046,974

 

 

 

 

 

 

 

28,677,074

 

South Africa — 1.2%

 

 

 

 

 

 

 

Republic of South Africa:

 

 

 

 

 

425,000

 

9.125% due 5/19/09

 

 

507,078

 

 

1,625,000

 

6.500% due 6/2/14

 

 

1,718,438

 

 

 

 

 

 

 

2,225,516

 

Turkey — 3.8%

 

 

 

 

 

 

 

Republic of Turkey:

 

 

 

 

 

350,000

 

11.750% due 6/15/10

 

 

432,250

 

 

3,775,000

 

11.500% due 1/23/12

 

 

4,662,125

 

 

425,000

 

11.000% due 1/14/13

 

 

518,500

 

 

550,000

 

9.500% due 1/15/14

 

 

621,500

 

 

575,000

 

11.875% due 1/15/30

 

 

782,000

 

 

 

 

 

 

 

7,016,375

 

 

 

 

 

 

 

 

 

 

 

 

See Notes to Financial Statements.

 

 

 

 

Page 17



S  A  L  O  M  O   N     B  R  O  T  H  E  R  S     G  L  O  B  A  L     P  A  R  T  N  E  R  S     I  N  C  O  M  E     F  U  N  D     I  N  C  .


Schedule of Investments (continued)
August 31, 2004

 

Face
Amount

 

Security(a)

 

Value

 

Venezuela — 2.8%

 

 

 

 

Republic of Venezuela:

 

 

 

 

$

2,465,000

 

5.375% due 8/7/10

 

$

2,161,189

 

 

1,600,000

 

9.250% due 9/15/27

 

 

1,494,000

 

 

1,525,000

 

9.375% due 1/13/34

 

 

1,406,050

 

 

 

 

 

 

 

5,061,239

 

 

 

 

Total Sovereign Bonds (Cost — $131,120,312)

 

 

137,941,350

 

 

 

 

 

 

 

 

 

Loan Participations (e)(f) — 3.1%

 

 

5,868,749

 

Kingdom of Morocco, Tranche A, 2.7813% due 1/2/09 (J.P. Morgan Chase & Co., UBS Paine Webber Inc.) (Cost — $5,722,475)

 

 

5,780,718

 

 

Shares

 

 

 

 

 

 

Common Stock (g) — 2.2%

 

 

12,166

 

Axiohm Transaction Solutions, Inc. (d)

 

 

0

 

 

5

 

Glasstech Inc. (d)

 

 

0

 

 

10,194

 

Mattress Discounters Co. (d)

 

 

0

 

 

29,465

 

NTL Inc.

 

 

1,600,244

 

 

27,170

 

SpectraSite, Inc.

 

 

1,221,020

 

 

57,202

 

Telewest Global Inc.

 

 

660,683

 

 

93,544

 

UnitedGlobalCom, Inc., Class A Shares

 

 

636,099

 

 

 

 

Total Common Stock (Cost $5,506,460)

 

 

4,118,046

 

 

 

 

 

 

 

 

 

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.

 

 

35,749

 

 

 

 

Total Escrow Shares (Cost — $0)

 

 

35,749

 

 

 

 

 

 

 

 

 

 

 

 

See Notes to Financial Statements.

 

 

 

 

Page 18



S  A  L  O  M  O   N     B  R  O  T  H  E  R  S     G  L  O  B  A  L     P  A  R  T  N  E  R  S     I  N  C  O  M  E     F  U  N  D     I  N  C  .


Schedule of Investments (continued)
August 31, 2004

 

Shares

 

Security(a)

 

Value

 

Preferred Stock — 0.3%

 

 

902

 

Alamosa Holdings, Inc., Series B, 7.500% due 7/31/13

 

$

566,231

 

 

12

 

Anvil Holdings Inc., Series B, 13.000% (g)

 

 

123

 

 

5

 

Glasstech Inc. (d)(g)

 

 

0

 

 

 

 

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 — $275,630)

 

 

566,378

 

 

 

 

 

 

 

 

 

 

Warrants/ Rights

 

 

 

 

 

 

Warrants and Rights (g) — 0.1%

 

 

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.) (b)

 

 

67,708

 

 

1,837,246

 

ContiFinancial Corp., Units of Interest, (Represents interests in a trust in the liquidation of ContiFinancial Corp. and its affiliates.)

 

 

36,745

 

 

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.) (d)

 

 

0

 

 

300

 

Mueller Holdings, Inc., (Exercise price of $0.01 per share expiring on 4/15/14. Each warrant exercisable for 109.820 shares of common stock.)

 

 

18,000

 

 

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.) (d)

 

 

4

 

 

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.) (b)

 

 

7

 

 

192,000

 

United Mexican States Rights

 

 

4,704

 

 

39,270

 

Venezuela Discount Rights (d)

 

 

0

 

 

 

 

Total Warrants and Rights (Cost — $100,273)

 

 

127,168

 

 

 

 

 

 

 

 

 

 

 

 

See Notes to Financial Statements.

 

 

 

 


Page 19



S  A  L  O  M  O   N     B  R  O  T  H  E  R  S     G  L  O  B  A  L     P  A  R  T  N  E  R  S     I  N  C  O  M  E     F  U  N  D     I  N  C  .


Schedule of Investments (continued)
August 31, 2004

 

Face
Amount

 

Security(a)

 

Value

 

Repurchase Agreements — 0.8%

 

$

490,000

 

Merrill Lynch Government Securities Inc. dated 8/31/04, 1.570% due 9/1/04; Proceeds at maturity — $490,021; (Fully collateralized by various U.S government agency obligations, 0.000% to 2.500% due 11/17/04 to 2/24/06; Market value — $499,800)

 

$

490,000

 

 

1,000,000

 

UBS Securities LLC dated 8/31/04, 1.580% due 9/1/04; Proceeds at maturity — $1,000,044; (Fully collateralized by various U.S. government agency obligations, 0.000% to 9.800% due 10/22/04 to 3/1/26; Market value — $1,020,003)

 

 

1,000,000

 

 

 

 

Total Repurchase Agreements (Cost — $1,490,000)

 

 

1,490,000

 

 

 

 

Total Investments — 145.7% (Cost — $262,296,982*)

 

 

269,474,864

 

 

 

 

Liabilities in Excess of Other Assets — (45.7)%

 

 

(84,538,751

)

 

 

 

Net Assets — 100.0%

 

$

184,936,113

 

______________

 

(a)        All securities segregated as collateral pursuant to loan agreement and/or reverse repurchase agreements.

 

(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. These securities have been deemed liquid pursuant to guidelines approved by the Board of Directors.

 

(c)        Security is currently in default.

 

(d)        Security is valued in good faith at fair value by or under the direction of the Board of Directors.

 

(e)        Interest rate shown reflects current rate on instruments with variable rate 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 $262,589,877.

 

 

 

Abbreviations used in this schedule:

 

C Bond  Capitalization Bond

 

DCB      Debt Conversion Bond

 

FLIRB   Front-Loaded Interest Reduction Bond

 

IAB      — Interest in Arrears Bond

 

   
See Notes to Financial Statements.  

Page 20



S  A  L  O  M  O   N     B  R  O  T  H  E  R  S     G  L  O  B  A  L     P  A  R  T  N  E  R  S     I  N  C  O  M  E     F  U  N  D     I  N  C  .

Statement of Assets and Liabilities
August 31, 2004

 

ASSETS:

 

 

 

 

Investments, at value (Cost — $262,296,982)

 

$

269,474,864

 

Cash

 

 

164,095

 

Interest receivable

 

 

5,258,588

 

Receivable for securities sold

 

 

12,390

 

Prepaid expenses

 

 

5,281

 

Total Assets

 

 

274,915,218

 

 

 

 

 

 

LIABILITIES:

 

 

 

 

Loan payable (Note 4)

 

 

59,124,414

 

Payable for open reverse repurchase agreement (Note 3)

 

 

29,477,329

 

Payable for securities purchased

 

 

773,782

 

Interest payable (Notes 3 and 4)

 

 

287,765

 

Management fee payable

 

 

160,464

 

Accrued expenses

 

 

155,351

 

Total Liabilities

 

 

89,979,105

 

Total Net Assets

 

$

184,936,113

 

 

 

 

 

 

NET ASSETS:

 

 

 

 

Common stock ($0.001 par value, 100,000,000 shares authorized; 15,200,648 shares outstanding)

 

$

15,201

 

Capital paid in excess of par value

 

 

204,701,905

 

Overdistributed net investment income

 

 

(262,819

)

Accumulated net realized loss from investment transactions

 

 

(26,696,056

)

Net unrealized appreciation of investments

 

 

7,177,882

 

Total Net Assets

 

$

184,936,113

 

Net Asset Value, Per Share ($184,936,113 ÷ 15,200,648 shares outstanding)

 

$

12.17

 

 

See Notes to Financial Statements.

Page 21



S  A  L  O  M  O   N     B  R  O  T  H  E  R  S     G  L  O  B  A  L     P  A  R  T  N  E  R  S     I  N  C  O  M  E     F  U  N  D     I  N  C  .

Statement of Operations

For the Year Ended August 31, 2004
 

INVESTMENT INCOME:

 

 

 

 

Interest

 

$

21,358,177

 

Dividends

 

 

38,867

 

Total Investment Income

 

 

21,397,044

 

EXPENSES:

 

 

 

 

Management fee (Note 2)

 

 

1,911,635

 

Interest expense (Notes 3 and 4)

 

 

1,542,218

 

Audit and legal

 

 

124,215

 

Shareholder communications

 

 

78,694

 

Custody

 

 

73,235

 

Directors’ fees

 

 

43,227

 

Transfer agency services

 

 

32,076

 

Stock exchange listing fees

 

 

28,478

 

Insurance

 

 

986

 

Other

 

 

11,047

 

Total Expenses

 

 

3,845,811

 

Net Investment Income

 

 

17,551,233

 

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (NOTES 1 AND 3):

 

 

 

 

Net realized gain from investment transactions

 

 

15,770,816

 

Net decrease in unrealized appreciation on investments

 

 

(2,663,628

)

Net Gain on Investments

 

 

13,107,188

 

Increase in Net Assets From Operations

 

$

30,658,421

 

 

See Notes to Financial Statements.

Page 22



S  A  L  O  M  O   N     B  R  O  T  H  E  R  S     G  L  O  B  A  L     P  A  R  T  N  E  R  S     I  N  C  O  M  E     F  U  N  D     I  N  C  .

Statements of Changes in Net Assets
For the Years Ended August 31,

 

 

 

2004

    

2003

 

OPERATIONS:

 

 

 

 

 

 

 

Net investment income

 

$

17,551,233

 

$

19,639,772

 

Net realized gain

 

 

15,770,816

 

 

10,658,635

 

Increase (decrease) in net unrealized appreciation

 

 

(2,663,628

)

 

31,205,850

 

Increase in Net Assets From Operations

 

 

30,658,421

 

 

61,504,257

 

DISTRIBUTIONS TO SHAREHOLDERS FROM:

 

 

 

 

 

 

 

Net investment income

 

 

(21,573,390

)

 

(21,411,087

)

Decrease in Net Assets From Distributions to Shareholders

 

 

(21,573,390

)

 

(21,411,087

)

CAPITAL SHARE TRANSACTIONS:

 

 

 

 

 

 

 

Proceeds from shares issued on reinvestment of dividends (110,997 and 126,042 shares issued, respectively)

 

 

1,500,444

 

 

1,406,757

 

Increase in Net Assets From Capital Share Transactions

 

 

1,500,444

 

 

1,406,757

 

Increase in Net Assets

 

 

10,585,475

 

 

41,499,927

 

NET ASSETS:

 

 

 

 

 

 

 

Beginning of year

 

 

174,350,638

 

 

132,850,711

 

End of year*

 

$

184,936,113

 

$

174,350,638

 

*Includes overdistributed net investment income of:

 

$

(262,819

)

$

(302,264

)

 

See Notes to Financial Statements.

Page 23



S  A  L  O  M  O   N     B  R  O  T  H  E  R  S     G  L  O  B  A  L     P  A  R  T  N  E  R  S     I  N  C  O  M  E     F  U  N  D     I  N  C  .

Statement of Cash Flows

For the Year Ended August 31, 2004

CASH FLOWS PROVIDED (USED) BY OPERATING AND INVESTING ACTIVITIES:

Interest and dividends received

 

$

18,848,371

 

Operating expenses paid

 

 

(2,327,630

)

Net purchases of short-term investments

 

 

(1,095,000

)

Purchases of long-term investments

 

 

(190,891,010

)

Proceeds from disposition of long-term investments

 

 

167,719,487

 

Interest paid

 

 

(1,494,894

)

Net Cash Used By Operating and Investing Activities

 

 

(9,240,676

)

 

 

 

 

 

CASH FLOWS PROVIDED (USED) BY FINANCING ACTIVITIES:

 

 

 

 

Cash distributions paid on Common Stock

 

 

(21,573,390

)

Proceeds from reverse repurchase agreements

 

 

29,477,329

 

Proceeds from reinvestment of dividends

 

 

1,500,444

 

Net Cash Provided By Financing Activities

 

 

9,404,383

 

 

 

 

 

 

Net Increase in Cash

 

 

163,707

 

Cash, Beginning of year

 

 

388

 

Cash, End of year

 

$

164,095

 


 

RECONCILIATION OF INCREASE IN NET ASSETS FROM OPERATIONS TO NET CASH FLOWS PROVIDED (USED) BY OPERATING AND INVESTING ACTIVITIES:

 

 

 

 

 Increase in Net Assets From Operations

 

$

30,658,421

 

Accretion of discount on investments

 

 

(2,703,631

)

Amortization of premium on investments

 

 

373,170

 

Capitalized income on Payment-in-kind investments

 

 

(24,110

)

Increase in investments, at value

 

 

(38,742,447

)

Increase in interest receivable

 

 

(194,102

)

Decrease in receivable for securities sold

 

 

594,954

 

Decrease in prepaid expenses

 

 

6,822

 

Increase in payable for securities purchased

 

 

773,782

 

Increase in interest payable

 

 

47,324

 

Decrease in accrued expenses

 

 

(30,859

)

Total Adjustments

 

 

(39,899,097

)

Net Cash Flows Used By Operating and Investing Activities

 

$

(9,240,676

)

 

See Notes to Financial Statements.

Page 24



S  A  L  O  M  O   N     B  R  O  T  H  E  R  S     G  L  O  B  A  L     P  A  R  T  N  E  R  S     I  N  C  O  M  E     F  U  N  D     I  N  C  .

Financial Highlights

For a share of common stock outstanding throughout each year ended August 31, unless otherwise noted:

 

 

 

2004

 

2003

 

2002

 

2001

 

2000

 

Net Asset Value, Beginning of Year

 

$

11.55

 

$

8.88

 

$

10.77

 

$

11.94

 

$

10.98

 

Income (Loss) From Operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income(1)

 

 

1.15

 

 

1.30

 

 

1.36

 

 

1.38

 

 

1.44

 

Net realized and unrealized gain (loss)(1)

 

 

0.89

 

 

2.79

 

 

(1.83

)

 

(1.12

)

 

0.95

 

Total Income (Loss) From Operations

 

 

2.04

 

 

4.09

 

 

(0.47)

 

 

0.26

 

 

2.39

 

Less Distributions From:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

 

(1.43

)

 

(1.43

)

 

(1.38

)

 

(1.42

)

 

(1.43

)

Capital

 

 

 

 

 

 

(0.05

)

 

(0.01

)

 

 

Total Distributions

 

 

(1.43

)

 

(1.43

)

 

(1.43

)

 

(1.43

)

 

(1.43

)

Increase in Net Asset Value Due to Shares Issued on Reinvestment of Dividends

 

 

0.01

 

 

0.01

 

 

0.01

 

 

 

 

 

Net Asset Value, End of Year

 

$

12.17

 

$

11.55

 

$

8.88

 

$

10.77

 

$

11.94

 

Market Value, End of Year

 

$

14.03

 

$

13.11

 

$

10.43

 

$

11.88

 

$

11.6250

 

Total Return, Based on Market Value(2)

 

 

18.86

%

 

42.71

%

 

(0.25

)%

 

16.26

%

 

17.57

%

Ratios to Average Net Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total expenses, including interest expense

 

 

2.11

%

 

2.37

%

 

3.24

%

 

4.90

%

 

4.95

%

Total expenses, excluding interest expense (operating expenses)

 

 

1.27

%

 

1.36

%

 

1.43

%

 

1.28

%

 

1.30

%

Net investment income(1)

 

 

9.64

%

 

12.76

%

 

13.80

%

 

12.53

%

 

12.53

%

Portfolio Turnover Rate

 

 

69

%

 

91

%

 

129

%

 

92

%

 

111

%

Net Assets, End of Year (000s)

 

$

184,936

 

$

174,351

 

$

132,851

 

$

159,797

 

$

176,070

 

Loans Outstanding, End of Year (000s)

 

$

59,124

 

$

59,124

 

$

59,124

 

$

75,000

 

$

75,000

 

Weighted Average Loans (000s)

 

$

59,124

 

$

59,124

 

$

72,423

 

$

75,000

 

$

75,000

 

Weighted Average Interest Rate on Loans

 

 

2.41

%

 

2.65

%

 

3.71

%

 

7.86

%

 

8.28

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(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.

 

See Notes to Financial Statements.

Page 25



S  A  L  O  M  O   N     B  R  O  T  H  E  R  S     G  L  O  B  A  L     P  A  R  T  N  E  R  S     I  N  C  O  M  E     F  U  N  D     I  N  C  .

Notes to Financial Statements

Note 1. Organization and Significant Accounting Policies

Salomon Brothers Global Partners Income Fund Inc. (“Fund”), 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 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.

(a) INVESTMENT 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. 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. When markets quotations or official closing prices are not readily available, or are determined not to reflect accurately fair value, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded (for example, a foreign exchange or market), but before the Fund calculates its net asset value, the Fund may value these investments at fair value as determined in accordance with the procedures approved by the Fund’s Board of Directors. Short-term investments having a maturity of 60 days or less are valued at amortized cost which approximates market value.

(b) REPURCHASE AGREEMENTS. When entering into repurchase agreements, it is the Fund’s policy that the custodian take possession of the underlying collateral securities, the value of which at least equals the principal amount of the repurchase transaction, including accrued interest. To the extent that any repurchase transaction exceeds one business day, the value of the collateral is marked-to-market to ensure the adequacy of the collateral. If the seller defaults and the value of the collateral declines or if bankruptcy proceedings are commenced with respect to the seller of the security, realization of the collateral by the Fund may be delayed or limited.

Page 26



S  A  L  O  M  O   N     B  R  O  T  H  E  R  S     G  L  O  B  A  L     P  A  R  T  N  E  R  S     I  N  C  O  M  E     F  U  N  D     I  N  C  .

Notes to Financial Statements (continued)

(c) REVERSE REPURCHASE AGREEMENTS. The Fund may enter into reverse repurchase agreements in which a Fund sells portfolio securities and agrees to repurchase them from the buyer at a particular date and price. Whenever a Fund enters into a reverse repurchase agreement, the custodian delivers liquid assets in an amount at least equal to the repurchase price, marked-to-market daily (including accrued interest), and subsequently monitors the account to ensure that the equivalent value is maintained. A Fund pays interest on amounts obtained pursuant to reverse repurchase agreements. Reverse repurchase agreements are considered to be borrowings by a Fund. Reverse purchase agreements involve leverage risk and the risk that the market value of securities retained by the Fund may decline below the repurchase price of the securities sold by the fund which it is obligated to repurchase.

(d) 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 such loans are in the form of participations in the loans. 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. The Fund may have difficulty disposing of participations because the market for such instruments is not highly liquid.

(e) INVESTMENT 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.

(f) FOREIGN CURRENCY TRANSLATION. The books and records of the Fund are maintained in U.S. dollars. Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at the date of valuation. Purchases and sales of portfolio securities and income and expense items denominated in foreign currencies are translated into U.S. dollars at rates of exchange prevailing on the respective dates of such transactions. Net realized gains and losses on foreign currency transactions represent net gains and losses from sales and maturities of forward currency contracts, disposition of foreign currencies, currency gains and losses realized between the trade and settlement dates on securities transactions and the difference between the amount of income accrued and the U.S. dollar equivalent amount actually received. The Fund does not isolate that portion of gains and losses on investments which is due to changes in foreign exchange rates from that which is due to changes in market prices of the securities. Such fluctuations are included with the net realized and unrealized gain or loss from

Page 27



S  A  L  O  M  O   N     B  R  O  T  H  E  R  S     G  L  O  B  A  L     P  A  R  T  N  E  R  S     I  N  C  O  M  E     F  U  N  D     I  N  C  .

Notes to Financial Statements (continued)

investments. However, pursuant to U.S. Federal income tax regulations, certain net foreign exchange gains/losses included in realized gain/loss are included in or are a reduction of ordinary income for Federal income tax purposes.

(g) 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, at least 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.

(h) CASH FLOW INFORMATION. The Fund invests in securities and distributes dividends from net investment income and net realized gains from investment transactions which are paid in cash. 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.

(i) 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 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.

(j) YEAR END TAX RECLASSIFICATIONS. The character of income and gains to be distributed is determined in accordance with federal income tax regulations which may differ from GAAP. At August 31, 2004, 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 $3,670,902 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

The Fund is 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 a Sub-Administration Agreement, 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. The sub-administration agreement

Page 28



S  A  L  O  M  O   N     B  R  O  T  H  E  R  S     G  L  O  B  A  L     P  A  R  T  N  E  R  S     I  N  C  O  M  E     F  U  N  D     I  N  C  .

Notes to Financial Statements (continued)

is between SBAM and SBFM. SBFM does not receive any compensation from the Fund for its services. 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. This fee is calculated daily and paid monthly.

Certain officers and/or directors of the Fund are also officers and/or directors of SBAM.

Note 3. Portfolio Activity

For the year ended August 31, 2004, 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

 

$

191,664,792

 

Sales

 

$

167,022,278

 


At August 31, 2004, the aggregate gross unrealized appreciation and depreciation of investments for Federal income tax purposes were as follows:

 

Gross unrealized appreciation

 

$

16,063,775

 

Gross unrealized depreciation

 

 

(9,178,788

)

Net unrealized appreciation

 

$

6,884,987

 


At August 31, 2004, the Fund held loan participations with a total cost of $5,722,475 and a total market value of $5,780,718.

Transactions in reverse repurchase agreements for the Fund during the year ended August 31, 2004 were as follows:

 

Average
Daily
Balance

 

Weighted
Average
Interest Rate

 

Maximum
Amount
Outstanding

 

$8,343,593

 

1.35%

 

$29,477,329

 


Interest rates on reverse repurchase agreements ranged from 0.48% to 1.80% during the year ended August 31, 2004.


Page 29



S  A  L  O  M  O   N     B  R  O  T  H  E  R  S     G  L  O  B  A  L     P  A  R  T  N  E  R  S     I  N  C  O  M  E     F  U  N  D     I  N  C  .

Notes to Financial Statements (continued)

In addition, at August 31, 2004, the Fund had the following open reverse repurchase agreements outstanding:

 

Face
Amount

 

Security

 

Value

 

$

713,000

 

Reverse Repurchase Agreement with J.P. Morgan Chase & Co., dated 7/2/04 bearing 0.850% to be repurchased at $719,145 on 7/2/05, collateralized by: $575,000 Republic of Turkey, 11.875% due 1/15/30; Market value $782,000

 

$

713,000

 

 

14,250,000

 

Reverse Repurchase Agreement with J.P. Morgan Chase & Co., dated 8/12/04 bearing 1.800% to be repurchased at $14,510,063 on 8/12/05, collateralized by: $15,000,000 Russian Federation, 5.000% due 3/31/30; Market value $14,381,250

 

 

14,250,000

 

 

4,627,881

 

Reverse Repurchase Agreement with J.P. Morgan Chase & Co., dated 8/20/04 bearing 1.000% to be repurchased at $4,674,803 on 8/20/05, collateralized by: $4,000,000 Republic of Brazil, C Bond, 8.000% due 4/15/14; Market value $3,917,500

 

 

4,627,881

 

 

3,886,666

 

Reverse Repurchase Agreement with J.P. Morgan Chase & Co., dated 8/20/04 bearing 1.250% to be repurchased at $3,935,925 on 8/20/05, collateralized by: $4,000,000 Republic of Ecuador, 12.000% due 11/15/12; Market value $3,912,000

 

 

3,886,666

 

 

1,703,882

 

Reverse Repurchase Agreement with J.P. Morgan Chase & Co., dated 8/20/04 bearing 1.550% to be repurchased at $1,730,659 on 8/20/05, collateralized by: $2,000,000 Republic of Venezuela, 5.375% due 8/7/10; Market value $1,753,500

 

 

1,703,882

 

 

4,295,900

 

Reverse Repurchase Agreement with UBS Securities LLC, dated 8/20/04 bearing 1.550% to be repurchased at $4,363,411 on 8/20/05, collateralized by: $4,000,000 Republic of Brazil, 12.250% due 3/6/30; Market value $4,710,000

 

 

4,295,900

 

 

 

 

Total Reverse Repurchase Agreements
(Cost — $29,477,329)

 

$

29,477,329

 


Note 4. Loan

At August 31, 2004, 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. 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


Page 30



S  A  L  O  M  O   N     B  R  O  T  H  E  R  S     G  L  O  B  A  L     P  A  R  T  N  E  R  S     I  N  C  O  M  E     F  U  N  D     I  N  C  .

Notes to Financial Statements  (continued)

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.

Note 6. Dividends Subsequent to August 31, 2004

On August 19, 2004, the Board of Directors of the Fund declared three dividends each in the amount of $0.10375 per share, payable on September 24, October 29 and November 26, 2004, to shareholders of record on September 14, October 13 and November 16, 2004, respectively.

Note 7. Income Tax Information and Distributions to Shareholders

The tax character of distributions paid during the fiscal years ended August 31, were as follows:

 

 

 

2004

 

2003

 

Ordinary income

 

$

21,573,390

 

$

21,411,087

 


As of August 31, 2004, the components of accumulated earnings on a tax basis were as follows:

 

Undistributed ordinary income

 

$

 

Capital loss carryforward

 

 

(26,665,980

)*

Unrealized appreciation

 

 

6,884,987

**

Total accumulated losses

 

$

(19,780,993

)


*

On August 31, 2004, the Fund had a net capital loss carryforward of $26,665,980, of which $6,716,212 expires in 2009, $19,949,768 expires in 2010.

 

This amount will be available to offset like amounts of any future taxable gains. To the extent that these carryforward losses are used to offset capital gains, the gains so offset will not be distributed. However, if current year distributions exceed the required distribution amount as defined under the Internal Revenue Code of 1986, as amended, realized gains that have been offset by the carryforward losses may be taxable to shareholders.

**

The difference between book-basis and tax-basis unrealized appreciation is attributable primarily to the tax deferral of losses on wash sales and the difference between book and tax amortization methods for premiums and discounts on fixed income securities.


Page 31



S  A  L  O  M  O   N     B  R  O  T  H  E  R  S     G  L  O  B  A  L     P  A  R  T  N  E  R  S     I  N  C  O  M  E     F  U  N  D     I  N  C  .

Notes to Financial Statements (continued)

Note 8. Additional Information

In connection with an investigation previously disclosed by Citigroup, the Staff of the Securities and Exchange Commission (“SEC”) has notified Citigroup Asset Management (“CAM”), the Citigroup business unit that includes the funds’ investment manager and other investment advisory companies; Citicorp Trust Bank (“CTB”), an affiliate of CAM; Thomas W. Jones, the former CEO of CAM; and two other individuals, one of whom is an employee and the other of whom is a former employee of CAM, that the SEC Staff is considering recommending a civil injunctive action and/or an administrative proceeding against each of them relating to the creation and operation of an internal transfer agent unit to serve various CAM-managed funds.

In 1999, CTB entered the transfer agent business. CTB hired an unaffiliated subcontractor to perform some of the transfer agent services. The subcontractor, in exchange, had signed a separate agreement with CAM in 1998 that guaranteed investment management revenue to CAM and investment banking revenue to a CAM affiliate. The sub-contractor’s business was later taken over by PFPC Inc., and at that time the revenue guarantee was eliminated and a one-time payment was made by the subcontractor to a CAM affiliate.

CAM did not disclose the revenue guarantee when the boards of various CAM-managed funds hired CTB as transfer agent. Nor did CAM disclose to the boards of the various CAM-managed funds the one-time payment received by the CAM affiliate when it was made.

In addition, the SEC Staff has indicated that it is considering recommending action based on the adequacy of the disclosures made to the fund boards that approved the transfer agency arrangement, CAM’s initiation and operation of, and compensation for, the transfer agent business and CAM’s retention of, and agreements with, the subcontractor.

Citigroup is cooperating fully in the investigation and will seek to resolve the matter in discussions with the SEC Staff. Although there can be no assurance, Citigroup does not believe that this matter will have a material adverse effect on the Fund. As previously disclosed, CAM has already agreed to pay the applicable funds, primarily through fee waivers, a total of approximately $17 million (plus interest) that is the amount of the revenue received by Citigroup relating to the revenue guarantee.

The Fund did not implement the contractual arrangement described above and therefore will not receive any portion of such payment.


Page 32



S  A  L  O  M  O   N     B  R  O  T  H  E  R  S     G  L  O  B  A  L     P  A  R  T  N  E  R  S     I  N  C  O  M  E     F  U  N  D     I  N  C  .

Report of Independent Registered Public Accounting Firm

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, 2004, 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards 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, 2004 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.


PricewaterhouseCoopers LLP
300 Madison Avenue
New York, NY 10017
October 22, 2004

Page 33



S  A  L  O  M  O   N     B  R  O  T  H  E  R  S     G  L  O  B  A  L     P  A  R  T  N  E  R  S     I  N  C  O  M  E     F  U  N  D     I  N  C  .

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.

 

Name, Address, and Age

 

Position(s)
Held with
Fund(1)

 

Term of
Office(1)
and
Length
of Time
Served

 

Principal Occupation(s)
During Past Five Years

 

Number of
Portfolios
Advised by
SBAM(2) and
Overseen by
Director (including
the Fund)

 

Other
Board Memberships
Held by Director

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-Interested
Directors:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Carol L. Colman

 

Director and

 

Since

 

President, Colman

 

37

 

None

 

Colman Consulting Co.

 

Member of

 

2003

 

Consulting Co.

 

 

 

 

 

278 Hawley Road

 

the Nominating

 

 

 

 

 

 

 

 

 

North Salem, NY 10560

 

and Audit

 

 

 

 

 

 

 

 

 

Age 58

 

Committees,

 

 

 

 

 

 

 

 

 

 

 

Class II

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Daniel P. Cronin

 

Director and

 

Since

 

Formerly, Associate

 

34

 

None

 

24 Woodlawn Avenue

 

Member of

 

2003

 

General Counsel, Pfizer Inc.

 

 

 

 

 

New York, NY 10804

 

the Nominating

 

 

 

 

 

 

 

 

 

Age 58

 

and Audit

 

 

 

 

 

 

 

 

 

 

 

Committees,

 

 

 

 

 

 

 

 

 

 

 

Class I

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Leslie H. Gelb

 

Director and

 

Since

 

President, Emeritus and

 

34

 

Director of two

 

150 East 69th Street

 

Member of the

 

1994

 

Senior Board Fellow,

 

 

 

registered

 

New York, NY 10021

 

Nominating

 

 

 

The Council on Foreign

 

 

 

investment companies

 

Age 66

 

and Audit

 

 

 

Relations; formerly,

 

 

 

advised by Advantage

 

 

 

Committees,

 

 

 

Columnist Deputy

 

 

 

Advisers, Inc.

 

 

 

Class II

 

 

 

Editorial Page Editor

 

 

 

(“Advantage”)

 

 

 

 

 

 

 

and Editor, Op-Ed Page,

 

 

 

 

 

 

 

 

 

 

 

The New York Times

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

William R. Hutchinson

 

Director and

 

Since

 

President, W.R.

 

44

 

Associated Banc-

 

535 N. Michigan Avenue

 

Member of the

 

2003

 

Hutchinson & Associates

 

 

 

Corp.

 

Suite 1012

 

Nominating

 

 

 

Inc.; Formerly Group

 

 

 

 

 

Chicago, IL 60611

 

and Audit

 

 

 

Vice President, Mergers

 

 

 

 

 

Age 61

 

Committees,

 

 

 

and Acquisitions, BP

 

 

 

 

 

 

 

Class III

 

 

 

Amoco p.l.c.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Riordan Roett

 

Director and

 

Since

 

Professor and Director,

 

34

 

None

 

The Johns Hopkins University

 

Member of the

 

1993

 

Latin American Studies

 

 

 

 

 

1740 Massachusetts Avenue, NW

 

Nominating

 

 

 

Program, Paul H. Nitze

 

 

 

 

 

Washington, DC 20036

 

and Audit

 

 

 

School of Advanced

 

 

 

 

 

Age 65

 

Committees,

 

 

 

International Studies,

 

 

 

 

 

 

 

Class I

 

 

 

The Johns Hopkins University

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Jeswald W. Salacuse

 

Director and

 

Since

 

Henry J. Braker

 

34

 

Director of two

 

Tufts University

 

Member of the

 

1993

 

Professor of Commercial

 

 

 

registered

 

The Fletcher School of

 

Nominating

 

 

 

Law and formerly Dean,

 

 

 

investment companies

 

Law & Diplomacy

 

and Audit

 

 

 

The Fletcher School of

 

 

 

advised by Advantage

 

160 Packard Avenue

 

Committees,

 

 

 

Law & Diplomacy,

 

 

 

 

 

Medford, MA 02155

 

Class III

 

 

 

Tufts University

 

 

 

 

 

Age 66

 

 

 

 

 

 

 

 

 

 

 


Page 34



S  A  L  O  M  O   N     B  R  O  T  H  E  R  S     G  L  O  B  A  L     P  A  R  T  N  E  R  S     I  N  C  O  M  E     F  U  N  D     I  N  C  .


Additional Information (unaudited) (continued)

 

Name, Address, and Age

 

Position(s)
Held with
Fund(1)

 

Term of
Office(1)
and
Length
of Time
Served

 

Principal Occupation(s)
During Past Five Years

 

Number of
Portfolios
Advised by
SBAM(2) and
Overseen by
Director (including
the Fund)

 

Other
Board Memberships
Held by Director

 

Interested Directors:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

R. Jay Gerken, CFA(3)

 

Director,

 

Since

 

Managing Director

 

221

 

None

 

Citigroup Asset Management

 

Chairman and

 

2002

 

of Citigroup Global

 

 

 

 

 

(“CAM”)

 

Chief Executive

 

 

 

Markets Inc. (“CGM”);

 

 

 

 

 

399 Park Avenue

 

Officer, Class III

 

 

 

Chairman, President,

 

 

 

 

 

4th Floor

 

 

 

 

 

Chief Executive Officer

 

 

 

 

 

New York, NY 10022

 

 

 

 

 

and Director of Smith

 

 

 

 

 

Age 53

 

 

 

 

 

Barney Fund Management

 

 

 

 

 

 

 

 

 

 

 

LLC (“SBFM”), Travelers

 

 

 

 

 

 

 

 

 

 

 

Investment Adviser,

 

 

 

 

 

 

 

 

 

 

 

Inc. (“TIA”) and Citi

 

 

 

 

 

 

 

 

 

 

 

Fund Management Inc.

 

 

 

 

 

 

 

 

 

 

 

(“CFM”); President and

 

 

 

 

 

 

 

 

 

 

 

Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

of certain mutual funds

 

 

 

 

 

 

 

 

 

 

 

associated with

 

 

 

 

 

 

 

 

 

 

 

Citigroup Inc.

 

 

 

 

 

 

 

 

 

 

 

(“Citigroup”); Formerly

 

 

 

 

 

 

 

 

 

 

 

Portfolio Manager of

 

 

 

 

 

 

 

 

 

 

 

Smith Barney Allocation

 

 

 

 

 

 

 

 

 

 

 

Series Inc. (from 1996

 

 

 

 

 

 

 

 

 

 

 

to 2001) and Smith

 

 

 

 

 

 

 

 

 

 

 

Barney Growth and

 

 

 

 

 

 

 

 

 

 

 

Income Fund (from 1996

 

 

 

 

 

 

 

 

 

 

 

to 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 45

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Andrew B. Shoup

 

Senior Vice

 

Since

 

Director of CAM; Senior

 

N/A

 

N/A

 

CAM

 

President and

 

2003

 

Vice President and

 

 

 

 

 

125 Broad Street, 11th Floor

 

Chief

 

 

 

Chief Administrative

 

 

 

 

 

New York, NY 10004

 

Administrative

 

 

 

Officer of mutual funds

 

 

 

 

 

Age 47

 

Officer

 

 

 

associated with

 

 

 

 

 

 

 

 

 

 

 

Citigroup; Treasurer of

 

 

 

 

 

 

 

 

 

 

 

certain mutual funds

 

 

 

 

 

 

 

 

 

 

 

associated with

 

 

 

 

 

 

 

 

 

 

 

Citigroup; Head of

 

 

 

 

 

 

 

 

 

 

 

International Funds

 

 

 

 

 

 

 

 

 

 

 

Administration of CAM

 

 

 

 

 

 

 

 

 

 

 

(from 2001 to 2003);

 

 

 

 

 

 

 

 

 

 

 

Director of Global

 

 

 

 

 

 

 

 

 

 

 

Funds Administration of

 

 

 

 

 

 

 

 

 

 

 

CAM (from 2000 to

 

 

 

 

 

 

 

 

 

 

 

2001); Head of U.S.

 

 

 

 

 

 

 

 

 

 

 

Citibank Funds

 

 

 

 

 

 

 

 

 

 

 

Administration of CAM

 

 

 

 

 

 

 

 

 

 

 

(from 1998 to 2000)

 

 

 

 

 


Page 35



S  A  L  O  M  O   N     B  R  O  T  H  E  R  S     G  L  O  B  A  L     P  A  R  T  N  E  R  S     I  N  C  O  M  E     F  U  N  D     I  N  C  .

Additional Information (unaudited) (continued)

 

Name, Address, and Age

 

Position(s)
Held with
Fund(1)

 

Term of
Office(1)
and
Length
of Time
Served

 

Principal Occupation(s)
During Past Five Years

 

Number of
Portfolios
Advised by
SBAM(2) and
Overseen by
Director (including
the Fund)

 

Other
Board Memberships
Held by Director

 

Frances M. Guggino

 

Chief Financial

 

Since

 

Vice President of CGM;

 

N/A

 

N/A

 

CAM

 

Officer and

 

2000

 

Chief Financial Officer

 

 

 

 

 

125 Broad Street, 10th Floor

 

Treasurer

 

 

 

and Treasurer of certain

 

 

 

 

 

New York, NY 10004

 

 

 

 

 

mutual funds associated

 

 

 

 

 

Age 46

 

 

 

 

 

with Citigroup; Controller

 

 

 

 

 

 

 

 

 

 

 

of certain mutual funds

 

 

 

 

 

 

 

 

 

 

 

associated with Citigroup

 

 

 

 

 

 

 

 

 

 

 

(from 2002 to 2004)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

James E. Craige, CFA

 

Executive Vice

 

Since

 

Managing Director of

 

N/A

 

N/A

 

CAM

 

President

 

1999

 

CGM and SBAM

 

 

 

 

 

399 Park Avenue

 

 

 

 

 

 

 

 

 

 

 

New York, NY 10022

 

 

 

 

 

 

 

 

 

 

 

Age 37

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thomas K. Flanagan, CFA

 

Executive Vice

 

Since

 

Managing Director of

 

N/A

 

N/A

 

CAM

 

President

 

1994

 

CGM and SBAM

 

 

 

 

 

399 Park Avenue

 

 

 

 

 

 

 

 

 

 

 

New York, NY 10022

 

 

 

 

 

 

 

 

 

 

 

Age 50

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beth A. Semmel, CFA

 

Executive Vice

 

Since

 

Managing Director of

 

N/A

 

N/A

 

CAM

 

President

 

1998

 

CGM and SBAM

 

 

 

 

 

399 Park Avenue

 

 

 

 

 

 

 

 

 

 

 

New York, NY 10022

 

 

 

 

 

 

 

 

 

 

 

Age 43

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Andrew Beagley

 

Chief Compliance

 

Since

 

Director of CGM (since

 

N/A

 

N/A

 

CAM

 

Officer

 

2004

 

2000); Director of

 

 

 

 

 

399 Park Avenue, 4th Floor

 

 

 

 

 

Compliance, North

 

 

 

 

 

New York, NY 10022

 

 

 

 

 

America, CAM (since

 

 

 

 

 

Age 40

 

 

 

 

 

2000); Chief Anti-Money

 

 

 

 

 

 

 

 

 

 

 

Laundering Compliance

 

 

 

 

 

 

 

 

 

 

 

Officer, Chief

 

 

 

 

 

 

 

 

 

 

 

Compliance Officer and

 

 

 

 

 

 

 

 

 

 

 

Vice President of certain

 

 

 

 

 

 

 

 

 

 

 

mutual funds associated

 

 

 

 

 

 

 

 

 

 

 

with Citigroup; Director

 

 

 

 

 

 

 

 

 

 

 

of Compliance, Europe,

 

 

 

 

 

 

 

 

 

 

 

the Middle East and

 

 

 

 

 

 

 

 

 

 

 

Africa, Citigroup Asset

 

 

 

 

 

 

 

 

 

 

 

Management (from 1999

 

 

 

 

 

 

 

 

 

 

 

to 2000), Compliance

 

 

 

 

 

 

 

 

 

 

 

Officer, Salomon

 

 

 

 

 

 

 

 

 

 

 

Brothers Asset

 

 

 

 

 

 

 

 

 

 

 

Management Limited,

 

 

 

 

 

 

 

 

 

 

 

Smith Barney Global

 

 

 

 

 

 

 

 

 

 

 

Capital Management Inc.,

 

 

 

 

 

 

 

 

 

 

 

Salomon Brothers Asset

 

 

 

 

 

 

 

 

 

 

 

Management Asia Pacific

 

 

 

 

 

 

 

 

 

 

 

Limited (from 1997 to

 

 

 

 

 

 

 

 

 

 

 

1999)

 

 

 

 

 


Page 36



S  A  L  O  M  O   N     B  R  O  T  H  E  R  S     G  L  O  B  A  L     P  A  R  T  N  E  R  S     I  N  C  O  M  E     F  U  N  D     I  N  C  .

Additional Information (unaudited) (continued)

Name, Address, and Age

 

Position(s)
Held with
Fund(1)

 

Term of
Office(1)
and
Length
of Time
Served

 

Principal Occupation(s)
During Past Five Years

 

Number of
Portfolios
Advised by
SBAM(2) and
Overseen by
Director (including
the Fund)

 

Other
Board Memberships
Held by Director

 

 

 

 

 

 

 

 

 

 

 

 

 

Wendy S. Setnicka

 

Controller

 

Since

 

Vice President of CAM;

 

N/A

 

N/A

 

CAM

 

 

 

2004

 

Controller of certain

 

 

 

 

 

125 Broad Street, 10th Floor

 

 

 

 

 

mutual funds associated

 

 

 

 

 

New York, NY 10004

 

 

 

 

 

with Citigroup;

 

 

 

 

 

Age 40

 

 

 

 

 

Assistant Controller of

 

 

 

 

 

 

 

 

 

 

 

CAM (from 2002 to 2004)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Robert I. Frenkel

 

Secretary and

 

Since

 

Managing Director and

 

N/A

 

N/A

 

CAM

 

Chief Legal

 

2003

 

General Counsel of

 

 

 

 

 

300 First Stamford Place

 

Officer

 

 

 

Global Mutual Funds for

 

 

 

 

 

4th Floor

 

 

 

 

 

CAM and its predecessor

 

 

 

 

 

Stamford, CT 06902

 

 

 

 

 

(since 1994); Secretary of

 

 

 

 

 

Age 49

 

 

 

 

 

CFM (from 2001 to

 

 

 

 

 

 

 

 

 

 

 

2004); Secretary and

 

 

 

 

 

 

 

 

 

 

 

Chief Legal Officer of

 

 

 

 

 

 

 

 

 

 

 

mutual funds associated

 

 

 

 

 

 

 

 

 

 

 

with Citigroup

 

 

 

 

 

______________

(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 2006, respectively, or thereafter in each case when their respective successors are duly elected and qualified. The Fund’s executive officers are chosen each year until their successors are duly elected and qualified.

(2)

Number of portfolios advised by SBAM or affiliates of SBAM.

(3)

Mr. Gerken is an “interested person” of the Fund as defined in the Investment Company Act of 1940, as amended, because Mr. Gerken is an officer of SBFM and certain of its affiliates.


Page 37



S  A  L  O  M  O   N     B  R  O  T  H  E  R  S     G  L  O  B  A  L     P  A  R  T  N  E  R  S     I  N  C  O  M  E     F  U  N  D     I  N  C  .

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.


Page 38



S  A  L  O  M  O   N     B  R  O  T  H  E  R  S     G  L  O  B  A  L     P  A  R  T  N  E  R  S     I  N  C  O  M  E     F  U  N  D     I  N  C  .

Form of Terms and Conditions of Amended and Restated Dividend Reinvestment and Cash Purchase Plan (unaudited) (continued)

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.

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.

Page 39



S  A  L  O  M  O   N     B  R  O  T  H  E  R  S     G  L  O  B  A  L     P  A  R  T  N  E  R  S     I  N  C  O  M  E     F  U  N  D     I  N  C  .

Form of Terms and Conditions of Amended and Restated Dividend Reinvestment and Cash Purchase Plan (unaudited) (continued)

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-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.


Page 40



S  A  L  O  M  O   N     B  R  O  T  H  E  R  S     G  L  O  B  A  L     P  A  R  T  N  E  R  S     I  N  C  O  M  E     F  U  N  D     I  N  C  .


Form of Terms and Conditions of Amended and Restated Dividend Reinvestment and Cash Purchase Plan (unaudited) (continued)

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 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.


Page 41



S  A  L  O  M  O   N     B  R  O  T  H  E  R  S     G  L  O  B  A  L     P  A  R  T  N  E  R  S     I  N  C  O  M  E     F  U  N  D     I  N  C  .

Form of Terms and Conditions of Amended and Restated Dividend Reinvestment and Cash Purchase Plan (unaudited) (continued)

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.

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference room in Washington D.C., and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. To obtain information on Form N-Q from the Fund, shareholders can call 1-800-446-1013.

Information on how the Fund voted proxies relating to portfolio securities during the 12 month period ended June 30, 2004 and a description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available (1) without charge, upon request, by calling 1-800-446-1013, (2) on the Fund’s website at www.citigroupAM.com and (3) on the SEC’s website at www.sec.gov.


Page 42



S  A  L  O  M  O   N     B  R  O  T  H  E  R  S     G  L  O  B  A  L     P  A  R  T  N  E  R  S     I  N  C  O  M  E     F  U  N  D     I  N  C  .

  

Directors

CAROL L. COLMAN

 

Salomon Brothers Global
Partners Income Fund Inc.

DANIEL P. CRONIN

 

125 Broad Street
10th Floor, MF-2
New York, New York 10004

LESLIE H. GELB

R. JAY GERKEN, CFA

WILLIAM R. HUTCHINSON

 

 

RIORDAN ROETT

 

Telephone 1-888-777-0102

JESWALD W. SALACUSE

 

 

 

 

INVESTMENT ADVISER AND ADMINISTRATOR

Officers

 

Salomon Brothers Asset Management Inc

399 Park Avenue

New York, New York 10022

R. JAY GERKEN, CFA

 

Chairman and

 

Chief Executive Officer

 

CUSTODIAN

 

 

State Street Bank and Trust Company

PETER J. WILBY, CFA

 

225 Franklin Street

President

 

Boston, Massachusetts 02110

 

 

 

ANDREW B. SHOUP

 

DIVIDEND DISBURSING AND TRANSFER AGENT

Senior Vice President and

 

American Stock Transfer & Trust Company

Chief Administrative Officer

 

59 Maiden Lane

 

 

New York, New York 10038

FRANCES M. GUGGINO

 

 

Chief Financial Officer

 

INDEPENDENT REGISTERED PUBLIC

and Treasurer

 

ACCOUNTING FIRM

 

 

PricewaterhouseCoopers LLP

JAMES E. CRAIGE, CFA

 

300 Madison Avenue

Executive Vice President

 

New York, New York 10017

 

 

 

THOMAS K. FLANAGAN, CFA

 

LEGAL COUNSEL

Executive Vice President

 

Simpson Thacher & Bartlett LLP

 

 

425 Lexington Avenue

BETH A. SEMMEL, CFA

 

New York, New York 10017

Executive Vice President

 

 

 

 

NEW YORK STOCK EXCHANGE SYMBOL

ANDREW BEAGLEY

 

GDF

Chief Compliance Officer

 

 

 

   

WENDY S. SETNICKA

 

 

Controller

 

 

 

   

ROBERT I. FRENKEL

 

 

Secretary and

   

Chief Legal Officer

   
     
     
     
     
     

Page 43



SALOMON

BROTHERS

Asset Management

August 31, 2004

American Stock Transfer & Trust Company
59 Maiden Lane
New York, New York 10038

GDFANN 8/04
04-7274

Salomon Brothers Global
Partners Income Fund Inc.

Annual Report



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 Board of Directors of the registrant has determined that William R. Hutchinson, the Chairman of the Board’s Audit Committee, possesses the technical attributes identified in Instruction 2(b) of Item 3 to Form N-CSR to qualify as an “audit committee financial expert,” and has designated Mr. Hutchinson as the Audit Committee’s financial expert. Mr. Hutchinson is an “independent” Director pursuant to paragraph (a)(2) of Item 3 to Form N-CSR.

ITEM 4.       PRINCIPAL ACCOUNTANT FEES AND SERVICES.

(a)

Audit Fees for Salomon Brothers Global Partners Income Fund Inc. were $53,000 and $53,000 for the years ended 8/31/04 and 8/31/03, respectively.

(b)

Audit-Related Fees for Salomon Brothers Global Partners Income Fund Inc. were $8,500 and $8,500 for the years ended 8/31/04 and 8/31/03. These amounts represent procedures performed and prepared for agreed upon procedures letter in accordance with the terms of the Revolving Credit Facility.

In addition, there were no Audit-Related Fees billed in the years ended 8/31/04 and 8/31/03 for assurance and related services by the Accountant to the Registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the Salomon Brothers Global Partners Income Fund Inc. (“service affiliates”), that were reasonably related to the performance of the annual audit of the service affiliates. Accordingly, there were no such fees that required pre-approval by the Audit Committee for the period May 6, 2003 to August 31, 2004 (prior to May 6, 2003 services provided by the Accountant were not required to be pre-approved).

(c)

Tax Fees for Salomon Brothers Global Partners Income Fund Inc. were $5,700 and $5,700 for the years ended 8/31/04 and 8/31/03. These amounts represent aggregate fees paid for tax compliance and tax advice, which includes (the filing and amendment of federal, state and local income tax returns, timely RIC qualification review and tax distribution and analysis planning) rendered by the Accountant to Salomon Brothers Global Partners Income Fund Inc.

There were no fees billed for tax services by the Accountants to service affiliates for the period May 6, 2003 through August 31, 2004 that required pre-approval by the Audit Committee.

(d)

There were no All Other Fees for Salomon Brothers Global Partners Income Fund Inc. for the years ended 8/31/04 and 8/31/03.

 



All Other Fees. The aggregate fees billed for all other non-audit services rendered by the Accountant to Salomon Brothers Asset Management (“SBAM”), and any entity controlling, controlled by or under common control with SBAM that provided ongoing services to Salomon Brothers Global Partners Income Fund Inc., requiring pre-approval by the Audit Committee for the period May 6, 2003 through August 31, 2004, which included the issuance of reports on internal control under SAS No. 70 relating to various Citigroup Asset Management (“CAM”) entities, were $666,000; all of which were pre-approved by the Audit Committee.

(e)

(1) Audit Committee’s pre-approval policies and procedures described in paragraph (c) (7) of Rule 2-01 of Regulation S-X.

The Charter for the Audit Committee (the “Committee”) of the Board of each registered investment company (the “Fund”) advised by Smith Barney Fund Management LLC or Salomon Brothers Asset Management Inc. or one of their affiliates (each, an “Adviser”) requires that the Committee shall approve (a) all audit and permissible non-audit services to be provided to the Fund and (b) all permissible non-audit services to be provided by the Fund's independent auditors to the Adviser and any Covered Service Providers if the engagement relates directly to the operations and financial reporting of the Fund. The Committee may implement policies and procedures by which such services are approved other than by the full Committee.

The Committee shall not approve non-audit services that the Committee believes may impair the independence of the auditors. As of the date of the approval of this Audit Committee Charter, permissible non-audit services include any professional services (including tax services), that are not prohibited services as described below, provided to the Fund by the independent auditors, other than those provided to the Fund in connection with an audit or a review of the financial statements of the Fund. Permissible non-audit services may not include: (i) bookkeeping or other services related to the accounting records or financial statements of the Fund; (ii) financial information systems design and implementation; (iii) appraisal or valuation services, fairness opinions or contribution-in-kind reports; (iv) actuarial services; (v) internal audit outsourcing services; (vi) management functions or human resources; (vii) broker or dealer, investment adviser or investment banking services; (viii) legal services and expert services unrelated to the audit; and (ix) any other service the Public Company Accounting Oversight Board determines, by regulation, is impermissible.

Pre-approval by the Committee of any permissible non-audit services is not required so long as: (i) the aggregate amount of all such permissible non-audit services provided to the Fund, the Adviser and any service providers controlling, controlled by or under common control with the Adviser that provide ongoing services to the Fund (“Covered Service Providers”) constitutes not more than 5% of the total amount of revenues paid to the independent auditors during the fiscal year in which the permissible non-audit services are provided to (a) the Fund, (b) the Adviser and (c) any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the Fund during the fiscal year in which the services are provided that would have to be approved by the Committee; (ii) the permissible non-audit services were not recognized by the Fund at the time of the engagement to be non-audit services; and (iii) such services are promptly brought to the attention of the Committee and approved by the Committee (or its delegate(s)) prior to the completion of the audit.



 

(2) For the Salomon Brothers Global Partners Income Fund Inc., the percentage of fees that were approved by the audit committee, with respect to: Audit-Related Fees were 100% and 100% for the years ended 8/31/04 and 8/31/03; Tax Fees were 100% and 100% for the years ended 8/31/04 and 8/31/03. There were no Other Fees paid by the Salomon Brothers Global Partners Fund Inc.

(f)

N/A

(g)

Non-audit fees billed by the Accountant for services rendered to Salomon Brothers Global Partners Income Fund Inc. and CAM and any entity controlling, controlled by, or under common control with CAM that provides ongoing services to Salomon Brothers Global Partners Income Fund Inc. were $2.1 million and $6.4 million for the years ended 8/31/04 and 8/31/03.

(h)

Yes. The Salomon Brothers Global Partners Income Fund Inc.’s Audit Committee has considered whether the provision of non-audit services that were rendered to Service Affiliates which were not pre-approved (not requiring pre-approval) is compatible with maintaining the Auditor's independence. All services provided by the Accountant to the Salomon Brothers Global Partners Income Fund Inc. or to Service Affiliates which were required to be pre-approved were pre-approved as required.

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.

 

The Board of Directors of the Fund has delegated the authority to develop policies and procedures relating to proxy voting to the Manager. The Manager is part of Citigroup Asset Management (“CAM”), a group of investment adviser affiliates of Citigroup, Inc. (“Citigroup”). Along with the other investment advisers that comprise CAM, the Manager has adopted a set of proxy voting policies and procedures (the “Policies”) to ensure that the Manager votes proxies relating to equity securities in the best interest of clients.

 

In voting proxies, the Manager is guided by general fiduciary principles and seeks to act prudently and solely in the best interest of clients. The Manager attempts to consider all factors that could affect the value of the investment and will vote proxies in the manner that it believes will be consistent with efforts to maximize shareholder values. The Manager may utilize an external service provider to provide it with information and/or a recommendation with regard to proxy votes. However, such recommendations do not relieve the Manager of its responsibility for the proxy vote.




 

In the case of a proxy issue for which there is a stated position in the Policies, CAM generally votes in accordance with such stated position. In the case of a proxy issue for which there is a list of factors set forth in the Policies that CAM considers in voting on such issue, CAM votes on a case-by-case basis in accordance with the general principles set forth above and considering such enumerated factors. In the case of a proxy issue for which there is no stated position or list of factors that CAM considers in voting on such issue, CAM votes on a case-by-case basis in accordance with the general principles set forth above. Issues for which there is a stated position set forth in the Policies or for which there is a list of factors set forth in the Policies that CAM considers in voting on such issues fall into a variety of categories, including election of directors, ratification of auditors, proxy and tender offer defenses, capital structure issues, executive and director compensation, mergers and corporate restructurings, and social and environmental issues. The stated position on an issue set forth in the Policies can always be superseded, subject to the duty to act solely in the best interest of the beneficial owners of accounts, by the investment management professionals responsible for the account whose shares are being voted. Issues applicable to a particular industry may cause CAM to abandon a policy that would have otherwise applied to issuers generally. As a result of the independent investment advisory services provided by distinct CAM business units, there may be occasions when different business units or different portfolio managers within the same business unit vote differently on the same issue.

 

In furtherance of the Manager’s goal to vote proxies in the best interest of clients, the Manager follows procedures designed to identify and address material conflicts that may arise between the Manager’s interests and those of its clients before voting proxies on behalf of such clients. To seek to identify conflicts of interest, CAM periodically notifies CAM employees (including employees of the Manager) in writing that they are under an obligation (i) to be aware of the potential for conflicts of interest with respect to voting proxies on behalf of client accounts both as a result of their personal relationships and due to special circumstances that may arise during the conduct of CAM’s and the Manager’s business, and (ii) to bring conflicts of interest of which they become aware to the attention of compliance personnel. The Manager also maintains and considers a list of significant relationships that could present a conflict of interest for the Manager in voting proxies. The Manager is also sensitive to the fact that a significant, publicized relationship between an issuer and a non-CAM affiliate might appear to the public to influence the manner in which the Manager decides to vote a proxy with respect to such issuer. Absent special circumstances or a significant, publicized non-CAM affiliate relationship that CAM or the Manager for prudential reasons treats as a potential conflict of interest because such relationship might appear to the public to influence the manner in which the Manager decides to vote a proxy, the Manager generally takes the position that non-CAM relationships between Citigroup and an issuer (e.g. investment banking or banking) do not present a conflict of interest for the Manager in voting proxies with respect to such issuer. Such position is based on the fact that the Manager is operated as an independent business unit from other Citigroup business units as well as on the existence of information barriers between the Manager and certain other Citigroup business units.



 

CAM maintains a Proxy Voting Committee, of which the Manager personnel are members, to review and address conflicts of interest brought to its attention by compliance personnel. A proxy issue that will be voted in accordance with a stated position on an issue or in accordance with the recommendation of an independent third party is not brought to the attention of the Proxy Voting Committee for a conflict of interest review because the Manager’s position is that to the extent a conflict of interest issue exists, it is resolved by voting in accordance with a pre-determined policy or in accordance with the recommendation of an independent third party. With respect to a conflict of interest brought to its attention, the Proxy Voting Committee first determines whether such conflict of interest is material. A conflict of interest is considered material to the extent that it is determined that such conflict is likely to influence, or appear to influence, the Manager’s decision-making in voting proxies. If it is determined by the Proxy Voting Committee that a conflict of interest is not material, the Manager may vote proxies notwithstanding the existence of the conflict.

 

If it is determined by the Proxy Voting Committee that a conflict of interest is material, the Proxy Voting Committee is responsible for determining an appropriate method to resolve such conflict of interest before the proxy affected by the conflict of interest is voted. Such determination is based on the particular facts and circumstances, including the importance of the proxy issue and the nature of the conflict of interest. Methods of resolving a material conflict of interest may include, but are not limited to, disclosing the conflict to clients and obtaining their consent before voting, or suggesting to clients that they engage another party to vote the proxy on their behalf.

ITEM 8. 

[RESERVED]

ITEM 9. 

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

 

Not applicable.

ITEM 10. 

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 11. 

EXHIBITS.

(a)

Not applicable.

(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: November 10, 2004

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: November 10, 2004

By: 

/s/ (Frances M. Guggino)

 

 



 

(Frances M. Guggino)
Chief Financial Officer of
Salomon Brothers Global Partners Income Fund Inc.

 

 

Date: November 10, 2004