DEF 14A 1 file001.htm DEFINITIVE PROXY


                            SCHEDULE 14A INFORMATION

           Proxy Statement Pursuant to Section 14(a) of the Securities
                      Exchange Act of 1934 (Amendment No.   )

Filed by the Registrant        [X]
Filed by a Party other than the Registrant     [ ]

Check the appropriate box:
[ ] Preliminary Proxy Statement             [ ] Confidential, for Use of the
                                                Commission Only (as permitted
                                                by Rule 14a-6(e) (2))

[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12


                 Salomon Brothers Global Partners Income Fund Inc.
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                (Name of Registrant as Specified in Its Charter)

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     (Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
     [X] No fee required.
     [ ] Fee computed on table below per Exchange Act Rules 14a-6(i) (4) and
         0-11.

     (1) Title of each class of securities to which transaction applies:

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     (2) Aggregate number of securities to which transaction applies:

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     (3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):

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     (4) Proposed maximum aggregate value of transaction:

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     [ ] Fee paid previously with preliminary materials.

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     [ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a) (2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

     (1) Amount Previously Paid:



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                                SALOMON BROTHERS
                        GLOBAL PARTNERS INCOME FUND INC.
                   125 BROAD STREET, NEW YORK, NEW YORK 10004



                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS


                                                               November 10, 2004



To the Stockholders:

     The Annual Meeting of Stockholders (the "Meeting") of Salomon Brothers
Global Partners Income Fund Inc. (the "Fund") will be held at Citigroup Center,
153 East 53rd Street, 14th Floor, New York, New York, on Friday, December 10,
2004, at 3:30 p.m., New York time, for the purposes of considering and voting
upon the following:

     1. The election of Directors (Proposal 1); and

     2. Any other business that may properly come before the Meeting.

     The close of business on November 4, 2004 has been fixed as the record date
for the determination of stockholders entitled to notice of and to vote at the
Meeting.


                                      By Order of the Board of Directors,


                                      Robert I. Frenkel
                                      Secretary




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     TO AVOID UNNECESSARY EXPENSE OF FURTHER SOLICITATION, WE URGE YOU TO
INDICATE VOTING INSTRUCTIONS ON THE ENCLOSED PROXY, DATE AND SIGN IT AND RETURN
IT PROMPTLY IN THE ENVELOPE PROVIDED, NO MATTER HOW LARGE OR HOW SMALL YOUR
HOLDINGS MAY BE.
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                      INSTRUCTIONS FOR SIGNING PROXY CARDS

     The following general rules for signing proxy cards may be of assistance to
you and avoid the time and expense to the Fund involved in validating your vote
if you fail to sign your proxy card properly.

     1. Individual Accounts: Sign your name exactly as it appears in the
        registration on the proxy card.

     2. Joint Accounts: Either party may sign, but the name of the party signing
        should conform exactly to a name shown in the registration.

     3. All Other Accounts: The capacity of the individual signing the proxy
        card should be indicated unless it is reflected in the form of
        registration. For example:




                            REGISTRATION                                         VALID SIGNATURE
                            ------------                                         ---------------

   CORPORATE ACCOUNTS
   ------------------
   (1) ABC Corp. ...................................................   ABC Corp. (by John Doe, Treasurer)
   (2) ABC Corp. ...................................................   John Doe, Treasurer
   (3) ABC Corp., c/o John Doe, Treasurer ..........................   John Doe
   (4) ABC Corp. Profit Sharing Plan ...............................   John Doe, Trustee

   TRUST ACCOUNTS
   --------------
   (1) ABC Trust ...................................................   Jane B. Doe, Trustee
   (2) Jane B. Doe, Trustee, u/t/d 12/28/78 ........................   Jane B. Doe

   CUSTODIAL OR ESTATE ACCOUNTS
   ----------------------------
   (1) John B. Smith, Cust., f/b/o John B. Smith, Jr. UGMA .........   John B. Smith
   (2) John B. Smith ...............................................   John B. Smith, Jr., Executor




                                SALOMON BROTHERS
                        GLOBAL PARTNERS INCOME FUND INC.

                   125 BROAD STREET, NEW YORK, NEW YORK 10004
                                ----------------
                                 PROXY STATEMENT

     This proxy statement is furnished in connection with a solicitation by the
Board of Directors of Salomon Brothers Global Partners Income Fund Inc. (the
"Fund") of proxies to be used at the Annual Meeting of Stockholders of the Fund
(the "Meeting") to be held at Citigroup Center, 153 East 53rd Street, 14th
Floor, New York, New York, on Friday December 10, 2004 at 3:30 p.m., New York
time (and at any adjournment or adjournments thereof) for the purposes set forth
in the accompanying Notice of Annual Meeting of Stockholders. This proxy
statement and the accompanying form of proxy are first being mailed to
stockholders on or about November 10, 2004. Stockholders who execute proxies
retain the right to revoke them in person at the Meeting or by written notice
received by the Secretary of the Fund at any time before they are voted.
Unrevoked proxies will be voted in accordance with the specifications thereon
and, unless specified to the contrary, will be voted FOR the election of a
Director. The close of business on November 4, 2004 has been fixed as the record
date for the determination of stockholders entitled to notice of and to vote at
the Meeting. For purposes of the Meeting, each stockholder is entitled to one
vote for each full share and an appropriate fraction of a vote for each
fractional share held. On November 4, 2004, there were 15,217,437 shares of the
Fund's common stock outstanding.

     In accordance with the Fund's By-Laws, a quorum is constituted by the
presence in person or by proxy of the holders of record of a majority of the
outstanding shares of the Fund's capital stock entitled to vote at the Meeting.
In the event that a quorum is not present at the Meeting, or in the event that a
quorum is present but sufficient votes to approve any of the proposals are not
received, the Meeting may be adjourned to a date not more than 120 days after
the original record date to permit further solicitation of proxies. Any such
adjournment will require the affirmative vote of a majority of those shares
represented at the Meeting in person or by proxy. The persons named as proxies
will vote those proxies which they are entitled to vote FOR or AGAINST any such
proposal in their discretion. A stockholder vote may be taken on one or more of
the proposals in this proxy statement prior to any such adjournment if
sufficient votes have been received for approval.

     Salomon Brothers Asset Management Inc ("SBAM"), whose principal business
address is 399 Park Avenue, New York, New York 10022, is the Fund's investment
adviser and administrator. SBAM is an indirect wholly-owned subsidiary of
Citigroup Inc.


                        PROPOSAL 1: ELECTION OF DIRECTORS

     In accordance with the Fund's Charter, the Fund's Board of Directors is
divided into three classes: Class I, Class II and Class III. At the Meeting, the
holders of the Fund's common stock will be asked to elect two Class I Directors
to hold office until the year 2007 Annual Meeting of Stockholders, or thereafter
in each case when their respective successors are duly elected and qualified.
The effect of these staggered terms is to limit the ability of other entities or
persons to acquire control of the Fund by delaying the replacement of a majority
of the Board of Directors.

     The persons named in the form of proxy accompanying the proxy statement
intend to vote at the Meeting (unless directed not to vote) FOR the election of
the nominees named below. All of the nominees for election are currently members
of the Fund's Board of Directors. Mr. Cronin and Mr. Roett have been nominated
by the Board of Directors to be elected at the Meeting to serve as Class I
Directors. Each nominee has indicated that he will



serve if elected, but if he should be unable to serve, the proxy will be voted
for any other person determined by the persons named in the proxy in accordance
with their judgment.

     The following table provides information concerning the nominees for
election as Directors of the Fund:




                                                                                                NUMBER OF
                                                                                               PORTFOLIOS
                                                                                               ADVISED BY
                                                                                                SBAM AND
                                                                         PRINCIPAL             OVERSEEN BY
                                  POSITION(S)                          OCCUPATION(S)            DIRECTOR         OTHER
         NAME, ADDRESS             HELD WITH      LENGTH OF             DURING PAST            (INCLUDING    DIRECTORSHIPS
            AND AGE*                  FUND       TIME SERVED              5 YEARS               THE FUND)   HELD BY NOMINEE
------------------------------- --------------- ------------- ------------------------------- ------------ ----------------

CLASS I DIRECTORS
NON-INTERESTED DIRECTOR NOMINEES
Daniel Cronin                    Director and    Since 2003   Formerly, Associate General          34      None
 24 Woodlawn Ave.                Member of                    Counsel, Pfizer Inc.
 New Rochelle, NY 10804          the Audit and
 Age: 58                         Nominating
                                 Committees

Dr. Riordan Roett                Director and    Since 1995   Professor and Director, Latin        34      None
 The Johns Hopkins University    Member of                    American Studies Program,
 1740 Massachusetts Ave. NW      the Audit and                Paul H. Nitze School of
 Washington, DC 20036            Nominating                   Advanced International
 Age: 65                         Committees                   Studies, The Johns Hopkins
                                                              University.


     The following table provides information concerning the remaining Directors
of the Fund:



                                                                                               NUMBER OF
                                                                                               PORTFOLIOS
                                                                                               ADVISED BY
                                                                                                SBAM AND
                                                                        PRINCIPAL             OVERSEEN BY           OTHER
                                 POSITION(S)                          OCCUPATION(S)             NOMINEE         DIRECTORSHIPS
         NAME, ADDRESS            HELD WITH      LENGTH OF             DURING PAST             (INCLUDING          HELD BY
            AND AGE                  FUND       TIME SERVED              5 YEARS               THE FUND)           NOMINEE
------------------------------ --------------- ------------- ------------------------------- ------------- ----------------------

CLASS II DIRECTORS
NON-INTERESTED DIRECTORS
Carol L. Colman                Director and     Since 2003   President, Colman Consulting         37       None
 Colman Consulting Co., Inc.   Member of                     Co., Inc.
 278 Hawley Road               the Audit and
 North Salem, NY 10560         Nominating
 Age: 58                       Committees

Leslie H. Gelb                 Director and     Since 1994   President Emeritus and Senior        34       Director of two
 150 East 69th Street          Member of                     Board Fellow, The Council on                  registered investment
 New York, NY 10021            the Audit and                 Foreign Relations; formerly                   companies advised by
 Age: 66                       Nominating                    Columnist, Deputy Editorial                   Advantage Advisers,
                               Committees                    Page Editor and Editor, Op-Ed                 Inc. ("Advantage").
                                                             Page, The New York Times.


----------
*    It is the practice of the Fund that upon attainment of age 80, Fund
     Directors are required to change to emeritus status. Directors emeritus are
     entitled to serve in emeritus status for a maximum of 10 years, during such
     time they are paid 50% of the annual retainer fee and meeting fees
     otherwise applicable to Fund Directors together with reasonable
     out-of-pocket expenses for each meeting attended.

                                       2




                                                                                               NUMBER OF
                                                                                               PORTFOLIOS
                                                                                               ADVISED BY
                                                                                                SBAM AND
                                                                        PRINCIPAL             OVERSEEN BY           OTHER
                                POSITION(S)                           OCCUPATION(S)             NOMINEE         DIRECTORSHIPS
        NAME, ADDRESS            HELD WITH      LENGTH OF              DURING PAST             (INCLUDING          HELD BY
           AND AGE                  FUND       TIME SERVED               5 YEARS               THE FUND)           NOMINEE
----------------------------- --------------- ------------- -------------------------------- ------------- ----------------------

CLASS III DIRECTORS
NON-INTERESTED DIRECTORS

William R. Hutchinson         Director and    Since 2003    President, WR Hutchinson &            44       Associated
 535 N. Michigan Avenue       Member of                     Associates, Inc. (Consultant);                 Banc-Corp.
 Suite 1012                   Audit and                     formerly Group Vice President,
 Chicago, IL 60611            Nominating                    Mergers & Acquisitions, BP
 Age: 61                      Committees                    Amoco p.l.c.

Jeswald W. Salacuse           Director and    Since         Henry J. Braker Professor of          34       Director of two
 Tufts University             Member of       1992          Commercial Law and formerly                    registered investment
 The Fletcher School          the Audit and                 Dean, The Fletcher School of                   companies advised by
 of Law & Diplomacy           Nominating                    Law & Diplomacy, Tufts                         Advantage
 160 Packard Avenue           Committees                    University.
 Medford, MA 02155
 Age: 66

INTERESTED DIRECTOR

R. Jay Gerken**               Director,       Since         Managing Director of                 219       None
 Citigroup Asset Management   Chairman and    2002          Citigroup Global Markets Inc.
 ("CAM")                      Chief                         ("CGM"); Chairman, President
 399 Park Avenue              Executive                     and Chief Executive Officer of
 New York, NY 10022           Officer                       SBFM, Travelers Investment
 Age: 53                                                    Adviser, Inc. ("TIA") and Citi
                                                            Fund Management Inc.
                                                            ("CFM"); President and Chief
                                                            Executive Officer of certain
                                                            mutual funds associated with
                                                            Citigroup Inc.; Formerly,
                                                            Portfolio Manager of Smith
                                                            Barney Allocation Series Inc.
                                                            (from 1996-2001) and Smith
                                                            Barney Growth and Income
                                                            Fund (from 1996-2001).


----------
**   Mr. Gerken is an "interested person" as defined in the Investment Company
     Act of 1940, as amended (the "1940 Act"), because he is a Managing Director
     of CGM, an affiliate of SBAM, the Fund's investment adviser.


                                       3


     The following table provides information concerning the dollar range of
equity securities owned beneficially by each Director and nominee for election
as Director as of December 31, 2003:



                                      DOLLAR RANGE OF EQUITY     AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN ALL FUNDS
     NAME OF DIRECTOR/NOMINEE         SECURITIES IN THE FUND         OVERSEEN BY DIRECTOR/NOMINEE AND ADVISED BY SBAM
----------------------------------   ------------------------   ---------------------------------------------------------

NON-INTERESTED DIRECTORS/NOMINEES
Carol L. Colman                               None                                    Over $100,000
Daniel P. Cronin                              None                                    Over $100,000
Leslie H. Gelb                                None                                        None
William R. Hutchinson                         None                                    Over $100,000
Dr. Riordan Roett                         $1 - $10,000                              $10,001 - $50,000
Jeswald W. Salacuse                       $1 - $10,000                              $10,001 - $50,000

INTERESTED DIRECTOR/NOMINEE
R. Jay Gerken                           $10,001 - $50,000                             over $100,000


     No Director or nominee for election as Director who is not an "interested
person" of the Fund as defined in the 1940 Act, nor any immediate family member
of such persons, had any interest in SBAM, the Fund's investment adviser, or any
person or entity (other than the Fund) directly or indirectly controlling,
controlled by, or under common control with SBAM as of December 31, 2003.

RESPONSIBILITIES OF THE BOARD OF DIRECTORS

     The Board of Directors is responsible for ensuring that the Fund is managed
in the best interest of its stockholders. The Directors oversee the Fund's
business by, among other things, meeting with the Fund's management and
evaluating the performance of the Fund's service providers including SBAM, the
custodian and the transfer agent. As part of this process, the Directors consult
with the Fund's independent auditors and with their own separate independent
counsel.

     The Board of Directors has four regularly scheduled meetings each year and
additional meetings are scheduled as needed. In addition, the Board has an audit
committee which meets periodically during the year and whose responsibilities
are described below.

     During the fiscal year ended August 31, 2004, the Board of Directors held
six meetings. With the exception of Mr. Gelb, each Director attended at least
75% of the aggregate number of meetings of the Board and any committee on which
he or she served. The Fund does not have a formal policy regarding attendance by
Directors at annual meetings of stockholders.

     The Directors review the Fund's financial statements, performance and
market price as well as the quality of the services being provided to the Fund.
As part of this process, the Directors review the Fund's fees and expenses to
determine if they are reasonable and competitive in light of the services being
received and while also ensuring that the Fund continues to have access to high
quality services in the future. Based on these reviews, the Directors
periodically make suggestions to and monitor the Fund's management to ensure
that responsive action is taken. The Directors also monitor potential conflicts
of interest among the Fund, SBAM and its affiliates and other funds and clients
managed by SBAM to ensure that the Fund is managed in a manner which is in the
best interest of the Fund's stockholders.

     The Fund's executive officers are chosen each year at the meeting of the
Board of Directors of the Fund immediately following the Annual Meeting of
Stockholders, to hold office until the meeting of the Board

                                       4


following the next Annual Meeting of Stockholders and until their respective
successors are duly elected and qualified. In addition to Mr. Gerken, the Fund's
Chairman, the executive officers of the Fund are:




                                          POSITION(S)
                                           HELD WITH              LENGTH OF               PRINCIPAL OCCUPATION(S)
     NAME, ADDRESS AND AGE                    FUND               TIME SERVED                DURING PAST 5 YEARS
-------------------------------   ---------------------------   -------------   ------------------------------------------

Peter J. Wilby, CFA               President                      Since 2002     Managing Director of CGM and SBAM;
 CAM                              Executive Vice President       1994-2002      President and Investment Officer of
 399 Park Avenue                                                                certain mutual funds associated with
 New York, NY 10022                                                             Citigroup
 Age: 45

Andrew B. Shoup                   Senior Vice President and      Since 2003     Director of CAM; Senior Vice President
 CAM                              Chief Administrative                          and Chief Administrative Officer of
 125 Broad Street                 Officer                                       mutual funds associated with Citigroup;
 New York, NY 10004                                                             Treasurer of certain mutual funds
 Age: 48                                                                        associated with Citigroup Inc.; 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).

James E. Craige                   Executive Vice President       Since 1999     Managing Director of CGM and SBAM
 CAM                                                                            since December 1998; Executive Vice
 399 Park Avenue                                                                President of certain mutual funds
 New York, NY 10022                                                             associated with Citigroup.
 Age: 37

Thomas K. Flanagan                Executive Vice President       Since 1994     Managing Director of SBAM and CGM
 CAM                                                                            since December 1998; Executive Vice
 399 Park Avenue                                                                President of certain mutual funds
 New York, NY 10022                                                             associated with Citigroup.
 Age: 51

Beth A. Semmel, CFA               Executive Vice President       Since 1996     Managing Director of SBAM and CGM
 CAM                                                                            since December 1998; Executive Vice
 399 Park Avenue                                                                President of certain mutual funds
 New York, NY 10022                                                             associated with Citigroup.
 Age: 44

Frances M. Guggino                Treasurer and Chief            Since 2004     Vice President, CGM; Treasurer and
 CAM                              Financial Officer                             Chief Financial Officer or Controller of
 125 Broad Street, 10th Floor                                                   certain funds associated with Citigroup
 New York, NY 10004               Controller                     2002-2004      Inc.
 Age: 45

Wendy Setnicka                    Controller                     Since 2004     Vice President of CGM since 2003;
 CAM                                                                            Assistant Vice President of CGM (from
 125 Broad Street                                                               2001 to 2003); Controller or Assistant
 New York, NY 10004                                                             Controller (from 2002 to 2004) of certain
 Age: 40                                                                        mutual funds associated with Citigroup;
                                                                                Accounting Manager with CGM (from
                                                                                1998 to 2002).

Robert L. Frenkel                 Secretary and Chief Legal      Since 2003     Managing Director and General Counsel
 CAM                              Officer                                       of Global Mutual Funds for CAM and its
 300 First Stamford Place                                                       predecessor (since 1994); Secretary of
 Stamford, CT 06902                                                             CFM; Secretary and Chief Legal Officer
 Age: 48                                                                        of mutual funds associated with
                                                                                Citigroup.


                                       5




                                 POSITION(S)
                                  HELD WITH      LENGTH OF              PRINCIPAL OCCUPATION(S)
    NAME, ADDRESS AND AGE           FUND        TIME SERVED               DURING PAST 5 YEARS
-----------------------------   ------------   -------------   ----------------------------------------

Andrew Beagley                  Chief           Since 2004     Compliance Officer, Chief Compliance
 CAM                            Compliance                     Officer and Vice President of certain
 399 Park Avenue, 4th Floor     Officer                        mutual funds associated with Citigroup;
 New York, NY 10022                                            Director of Compliance, Europe, the
 Age: 40                                                       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).


     The Fund's Audit Committee is composed of all Directors who have been
determined not to be "interested persons" of the Fund, SBAM or its affiliates
within the meaning of the 1940 Act, and who are "independent" as defined in the
New York Stock Exchange listing standards. The principal functions of the Audit
Committee are: to (a) oversee the scope of the Fund's audit, the Fund's
accounting and financial reporting policies and practices and its internal
controls and enhance the quality and objectivity of the audit function; (b)
approve, and recommend to the Independent Board Members (as such term is defined
in the Audit Committee Charter) for their ratification, the selection,
appointment, retention or termination of the Fund's independent auditors, as
well as approving the compensation thereof; and (c) approve all audit and
permissible non-audit services provided to the Fund and certain other persons by
such independent auditors. This Committee met twice during the fiscal year ended
August 31, 2004. The Fund adopted an Audit Committee Charter at a meeting held
on January 20, 2004, a copy of which is attached to this Proxy Statement as
Annex A.

     The Nominating Committee, the principal function of which is to select and
nominate candidates for election as Directors of the Fund, is currently composed
of Ms. Colman, Messrs. Cronin, Gelb, Hutchinson, Salacuse and Dr. Roett. Only
Directors who are not "interested persons" of the Fund as defined in the 1940
Act and who are "independent" as defined in the New York Stock Exchange listing
standards are members of the Nominating Committee. The Nominating Committee may
accept nominees recommended by the stockholder as it deems appropriate.
Stockholders who wish to recommend a nominee should send recommendations to the
Fund's Secretary that include all information relating to such person that is
required to be disclosed in solicitations of proxies for the election of
Directors. A recommendation must be accompanied by a written consent of the
individual to stand for election if nominated by the Board of Directors and to
serve if elected by the stockholders. The Nominating Committee met once during
the Fund's fiscal year ended August 31, 2004. The Fund adopted a Nominating
Committee Charter at a meeting held on January 20, 2004, a copy of which is
attached to this Proxy Statement as Annex B.

     The Nominating Committee identifies potential nominees through its network
of contacts, and may also engage, if it deems appropriate, a professional search
firm. The Nominating Committee meets to discuss and consider such candidates'
qualifications and then chooses a candidate by majority vote. The Nominating
Committee does not have specific, minimum qualifications for nominees and has
not established specific qualities or skills that it regards as necessary for
one or more of the Fund's directors to possess (other than any qualities or
skills that may be required by applicable law, regulation or listing standard).
However, as set forth in the Nominating Committee Charter, in evaluating a
person as a potential nominee to serve as a Director of the Fund, the Committee
may consider the following factors, among any others it may deem relevant.

                                       6


     o  whether or not the person is an "interested person" as defined in the
        1940 Act and whether the person is otherwise qualified under applicable
        laws and regulations to serve as a Director of the Fund;

     o  whether or not the person has any relationships that might impair his or
        her independence, such as any business, financial or family
        relationships with Fund management, the investment manager of the Fund,
        Fund service providers or their affiliates;

     o  whether or not the person serves on boards of, or is otherwise
        affiliated with, competing financial service organizations or their
        related mutual fund complexes;

     o  whether or not the person is willing to serve, and willing and able to
        commit the time necessary for the performance of the duties of a
        Director of the Fund;

     o  the contribution which the person can make to the Board and the Fund
        (or, the person has previously served as a Director of the Fund, the
        contribution which the person made to the Board during his or her
        previous term of service), with consideration being given to the
        person's business and professional experience, education and such other
        factors as the Committee may consider relevant;

     o  the character and integrity of the person; and

     o  whether or not the selection and nominating of the person would be
        consistent with the requirements of the Fund's retirement policies.


                         REPORT OF THE AUDIT COMMITTEE

     Pursuant to a meeting of the Audit Committee on October 22, 2004, the Audit
Committee reports that it has: (i) reviewed and discussed the Fund's audited
financial statements with management; (ii) discussed with PricewaterhouseCoopers
LLP ("PwC"), the Independent Registered Public Accounting Firm to the Fund, the
matters (such as the quality of the Fund's accounting principles and internal
controls) required to be discussed by Statement on Auditing Standards No. 61;
and (iii) previously received written confirmation from PwC that it is
independent and written disclosures regarding such independence as required by
Independence Standards Board Standard No. 1, and discussed with PwC the
auditors' independence.

     Pursuant to the Audit Committee Charter adopted by the Fund's Board, the
Audit Committee is responsible for conferring with the Fund's independent public
accountants, reviewing annual financial statements and recommending the
selection of the Fund's independent public accountants. The Audit Committee
advises the full Board with respect to accounting, auditing and financial
matters affecting the Fund. The independent public accountants are responsible
for planning and carrying out the audit of the Fund's financial statements and
expressing an opinion as to their conformity with accounting principles
generally accepted in the United States of America.

     The members of the Audit Committee are not professionally engaged in the
practice of auditing or accounting and are not employed by the Fund accounting,
financial management or internal control. Moreover, the Audit Committee relies
on and makes no independent verification of the facts presented to it or
representations made by management or the independent public accountants.
Accordingly, the Audit Committee's oversight does not provide an independent
basis to determine that management has maintained appropriate accounting and
financial reporting principals and policies, or internal controls and
procedures, designed to assure compliance with accounting standards and
applicable laws and regulations. Futhermore, the Audit Committee's
considerations and discussions referred to above do not provide assurance that
the audit of the

                                       7


Fund's financial statements has been carried out in accordance with generally
accepted accounting standards or that the financial statements are presented in
accordance with generally accepted accounting principles.

     Based on the review and discussions referred to in items (i) through (iii)
above, the Audit Committee recommended to the Board of Directors (and the Board
has approved) that the audited financial statements be included in the Fund's
annual report for the Fund's fiscal year ended August 31, 2004.


                                                Submitted by the Audit Committee
                                                of the Fund's Board of Directors

                                                Carol L. Colman
                                                Daniel P. Cronin
                                                Leslie H. Gelb
                                                William R. Hutchinson
                                                Dr. Riordan Roett
                                                Jeswald W. Salacuse


                               ADDITIONAL MATTERS

     Under the federal securities laws, the Fund is required to provide to
stockholders in connection with the Meeting information regarding compensation
paid to the Directors by the Fund, as well as by the various other investment
companies advised by SBAM. The following table provides information concerning
the compensation paid from the Fund to each Director during the fiscal year
ended August 31, 2004 and the total compensation paid to each Director during
the calendar year ended December 31, 2003. Each of the Directors listed below is
a member of the Fund's Audit Committee and other committees of certain other
investment companies advised by SBAM and its affiliates, and accordingly, the
amounts provided in the table include compensation for service on such
committees. The Fund does not provide any pension or retirement benefits to
Directors. In addition, no remuneration was paid during the fiscal year ended
August 31, 2004 by the Fund to Mr. Gerken, who is an "interested person" as
defined in the 1940 Act.



                                                                               TOTAL COMPENSATION FROM THE FUND AND OTHER
                                 AGGREGATE COMPENSATION FROM THE FUND FOR     FUNDS ADVISED BY SBAM AND ITS AFFILIATES FOR
      NAME OF DIRECTORS                THE FISCAL YEAR ENDED 8/31/04                THE CALENDAR YEAR ENDED 12/31/03
-----------------------------   ------------------------------------------   ---------------------------------------------

Carol L. Colman .............                     $10,300                                       $197,350
Daniel Cronin ...............                     $ 8,600                                       $117,450
Leslie H. Gelb ..............                     $ 7,900                                       $111,150
William Hutchinson ..........                     $ 8,650                                       $114,600
Dr. Riordan Roett ...........                     $ 9,800                                       $163,300
Jeswald W. Salacuse .........                     $ 9,300                                       $137,150


     During the Fund's last fiscal year, total compensation paid by the Fund to
a Director emeritus totaled $2,925.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     At November 4, 2004, the Directors and officers of the Fund, individually
and as a group, owned beneficially less than 1% of the outstanding shares of
each class of the Fund's capital stock at that date. To the

                                       8


knowledge of the Fund's management, no person owned of record, or owned
beneficially, more than 5% of the Fund's outstanding shares of capital stock at
that date, except that Cede & Co., a nominee for participants in Depository
Trust Company, held of record 14,217,732.828 common shares, equal to
approximately 93.48% of the outstanding common shares of the Fund's capital
stock.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934 and Section 30(h) of
the 1940 Act in combination require the Fund's Directors and officers, persons
who own more than 10% of the Fund's capital stock, SBAM, and its respective
directors and officers, to file reports of ownership and changes in ownership
with the Securities and Exchange Commission ("SEC") and the New York Stock
Exchange, Inc. Such persons are required by SEC regulations to furnish the Fund
with copies of all such filings. Based solely on its review of the copies of
such filings received by it and certain other information received by it, the
Fund believes that, for the fiscal year ended August 31, 2004, all filing
requirements applicable to such persons were complied with.

REQUIRED VOTE

     The election of Messrs. Cronin and Roett as Directors requires a plurality
of the votes cast by the holders of shares of Common Stock present or
represented by proxy at the Meeting at which a quorum is present. For purposes
of the election of Directors, abstentions and broker non-votes will not be
considered votes cast, and do not affect the plurality vote required for
Directors.

     THE DIRECTORS, INCLUDING THE DIRECTORS WHO ARE NOT "INTERESTED PERSONS,"
UNANIMOUSLY RECOMMEND THAT THE STOCKHOLDERS VOTE "FOR" EACH OF THE NOMINEES FOR
DIRECTOR.


           FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     AUDIT FEES. The aggregate fees billed by PwC in connection with the annual
audit of the Fund's financial statements and for services normally provided by
PwC in connection with the statutory and regulatory filing of the Fund for the
fiscal years ended August 31, 2003 and August 31, 2004 were $53,000 and $53,000,
respectively, including out of pocket expenses.

     AUDIT-RELATED FEES. The aggregate fees billed by PwC in connection with
assurance and related services related to the annual audit of the Fund and for
review of the Fund's financial statement, other than the Audit Fees described
above, which include the performance of agreed upon procedures (which, among
other items, include maintenance testing in connection with the revolving credit
facility) for the fiscal years ended August 31, 2003 and August 31, 2004 were
$8,500 and $8,500, respectively.

     In addition, there were no Audit-Related Fees billed in the years ended
August 31, 2003 and August 31, 2004 for assurance and related services by PwC to
SBAM and any entity controlling, controlled by or under common control with SBAM
that provides ongoing services to the Fund (SBAM and such other entities
together, the "Service Affiliates"), that were related to the operations and
financial reporting of the Fund. Accordingly, there were no such fees that
required pre-approval by the Audit Committee.

     TAX FEES. The aggregate fees billed by PwC for tax compliance and tax
advice, which includes the filing and amendment of federal, state and local
income tax returns, rendered by PwC to the Fund for the fiscal years ended
August 31, 2003 and August 31, 2004 were $5,700 and $5,700, respectively.

                                       9


     There were no fees billed by PwC to the Service Affiliates for tax services
for the 2003 and 2004 fiscal years that were required to be approved by the
Fund's Audit Committee.

     ALL OTHER FEES. There were no other fees billed for other non-audit
services rendered by PwC to the Fund for the fiscal years ended August 31, 2003
and August 31, 2004.

     All other fees billed by PwC to the Service Affiliates for other non-audit
services for the fiscal year ended August 31, 2004 that were required to be
approved by the Fund's Audit Committee, which included the issuance of reports
on internal controls under Statement of Auditing Standards No. 70 relating to
various Citigroup Assets Management ("CAM") entities, were $666,000.

     Generally, the Audit Committee must 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 PwC to the Service Affiliates that relate directly to
the operations and financial reporting of the Fund. The Audit Committee may
implement policies and procedures by which such services are approved other than
by the full Committee, but has not yet done so.

     The aggregate non-audit fees billed by PwC for services rendered to the
Fund for the fiscal years ended August 31, 2003 and August 31, 2004 were $0 and
$0, respectively. The aggregate non-audit fees billed by PwC for services
rendered to the Service Affiliates for the fiscal years ended August 31, 2004
and August 31, 2003 were $2.1 million and $6.4 million.

     The Audit Committee has considered whether the provision of non-audit
services to the Service Affiliates that were not pre-approved by the Audit
Committee (because they did not require pre-approval) is compatible with
maintaining PwC's independence. All services provided by PwC to the Fund or to
the Service Affiliates that were required to be approved by the Audit Committee
were pre-approved.

     A representative of PwC, if requested by any stockholder, will be present
via telephone at the Meeting to respond to appropriate questions from
stockholders and will have an opportunity to make a statement if he or she
chooses to do so.


                    PROPOSALS TO BE SUBMITTED BY STOCKHOLDERS

     All proposals by stockholders of the Fund which are intended to be
presented at the Fund's next Annual Meeting of Stockholders to be held in 2005
must be received by the Fund for inclusion in the Fund's proxy statement and
proxy relating to that meeting no later than July 15, 2005. Any stockholder who
desires to submit a proposal at the Fund's 2005 Annual Meeting of Stockholders
without including such proposal in the Fund's proxy statement must deliver
written notice thereof to the Secretary of the Fund (addressed to Salomon
Brothers Global Partners Income Fund Inc., 125 Broad Street, New York, New York
10004) during the period from September 12, 2005 to October 15, 2005. However,
if the Fund's 2005 Annual Meeting of Stockholders is held earlier than November
11, 2004 or later than February 9, 2006, such written notice must be delivered
to the Secretary of the Fund during the period from 90 days before the date of
the 2005 Annual Meeting to the later of 60 days prior to the date of the 2005
Annual Meeting or 10 days following the public announcement of the date of the
2005 Annual Meeting.

     The Fund's Audit Committee has also established guidelines and procedures
regarding the receipt, retention and treatment of complaints regarding
accounting, internal accounting controls or auditing matters (collectively,
"Accounting Matters"). Persons with complaints or concerns regarding Accounting
Matters may submit their complaints to the Citigroup Chief Compliance Officer
("CCO"). Persons who are uncomfortable submitting

                                       10


complaints to the CCO, including complaints involving the CCO, may submit
complaints directly to the Fund's Audit Committee Chair (together with the CCO,
"Complaint Officers"). Complaints may by submitted on an anonymous basis.

     The CCO may be contacted at:

        Citigroup Asset Managment
        Compliance Department
        399 Park Avenue, 4th floor
        New York, NY 10022

     Complaints may also be submitted by telephone at 800-742-5274. Complaints
submitted through this number will be received by the CCO.

     The Fund's Audit Committee Chair may be contacted at:

        Salomon Brothers Global Partners Income Fund Inc.
        Audit Committee Chair
        c/o Robert K. Fulton, Esq.
        Stradley Ronon Stevens & Young, LLP
        2600 One Commerce Square
        Philadelphia, PA 19103

     A stockholder who wishes to send any other communications to the Board
should also deliver such communications to the Secretary of the Fund at the
address listed above. The Secretary is responsible for determining, in
consultation with other officers of the Fund, counsel, and other advisers as
appropriate, which stockholder communications will be relayed to the Board.


                                OTHER INFORMATION

     The Fund's Annual Report containing financial statements for the fiscal
year ended August 31, 2004 is available free of charge by writing to the Fund
c/o Salomon Brothers Asset Management Inc at the address listed on the front
cover, or by calling toll-free 1-888-777-0102.


                         EXPENSES OF PROXY SOLICITATION

     The costs of preparing, assembling and mailing material in connection with
this solicitation of proxies will be borne by the Fund. Proxies may also be
solicited personally by officers of the Fund and by regular employees of SBAM or
its affiliates, or other representatives of the Fund or by telephone or
telegraph, in addition to the use of mails. Brokerage houses, banks and other
fiduciaries may be requested to forward proxy solicitation material to their
principals to obtain authorization for the execution of proxies, and will be
reimbursed by the Fund for such out-of-pocket expenses.


                                 OTHER BUSINESS

     The Board of Directors of the Fund does not know of any other matter which
may come before the Meeting. If any other matter properly comes before the
Meeting, it is the intention of the persons named in the proxy to vote the
proxies in accordance with their judgment on that matter.

November 10, 2004

                                       11


                                     ANNEX A


                             AUDIT COMMITTEE CHARTER
                   AMENDED AND RESTATED AS OF JANUARY 20, 2004


ESTABLISHMENT AND PURPOSE

     This document serves as the Charter for the Audit Committee (the
"Committee") of the Board of each registered investment company (the "Fund")
advised by Smith Barney Fund Management or Salomon Brothers Asset Management or
one of their affiliates (each, an "Adviser") listed on Appendix A hereto (each
such Charter being a separate Charter). The primary purposes of the Committee
are to (a) assist Board oversight of (i) the integrity of the Fund's financial
statements, (ii) the Fund's compliance with legal and regulatory requirements,
(iii) the qualifications and independence of the Fund's independent auditors and
(iv) the performance of the Fund's internal audit function and independent
auditors; (b) approve, and recommend to the Independent Board Members (as such
term is defined below) for their ratification, the selection, appointment,
retention or termination of the Fund's independent auditors, as well as
approving the compensation thereof; (c) approve all audit and permissible
non-audit services provided to the Fund and certain other persons by the Fund's
independent auditors; and (d) for each closed-end Fund, prepare the report
required to be prepared by the Committee pursuant to the rules of the Securities
and Exchange Commission for inclusion in the Fund's annual Proxy Statement.


DUTIES AND RESPONSIBILITIES

     The Fund's independent auditors are accountable to the Committee.

     The Committee shall:

     1.   Bear direct responsibility for the appointment, compensation,
          retention and oversight of the Fund's independent auditors, or of any
          other public accounting firm engaged for the purpose of performing
          other audit, review or attest services for the Fund.

     2.   Confirm with any independent auditor retained to provide audit
          services that the independent auditor has ensured the appropriate
          rotation of the lead audit partner pursuant to applicable regulations.

     3.   Approve (a) all audit and permissible non-audit services1 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.

----------
1    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. (footnote #1 is continued on the next page)

                                      A-1


     4.   Discuss with the independent auditors any disclosed relationships or
          services that may diminish the objectivity and independence of the
          independent auditors and, if so determined by the Committee, recommend
          that the Board take appropriate action to ensure the independence of
          the independent auditors.

     5.   Review, in consultation with the independent auditors, the proposed
          scope of the Fund's audit each year, including the audit procedures to
          be utilized in the review of the Fund's financial statements.

     6.   Inquire of the Adviser and the independent auditors as to significant
          tax and accounting policies elected by the Fund (including matters
          affecting qualification under Subchapter M of the Internal Revenue
          Code).

     7.   Review with the independent auditors any problems or difficulties the
          auditors may have encountered during the conduct of the audit and
          management's response, including a discussion with the independent
          auditors of the matters required to be discussed by Statement on
          Auditing Standards No. 61, 89, 90 or any subsequent Statement,
          relating to the conduct of the audit.

     8.   Review, in consultation, as appropriate, with the independent auditors
          and significant Fund service providers, matters relating to internal
          controls over financial reporting and disclosure controls and
          procedures of the Fund and of the Fund's significant service
          providers.

     9.   Request, receive and/or review from the independent auditors such
          other materials as deemed necessary or advisable by the Committee in
          the exercise of its duties under this Charter; such materials may
          include, without limitation, any other material written communications
          bearing on the Fund's financial statements, or internal or disclosure
          controls, between the independent auditors and the Fund, the Adviser
          or other Fund service providers, such as any management letter or
          schedule of unadjusted differences, and any comment or "deficiency"
          letter (to the extent such letters relate to financial reporting)
          received from a regulatory or self-regulatory organization addressed
          to the Fund or the Adviser that relates to services rendered to the
          Fund.

     10.  For each closed-end Fund, establish procedures regarding the receipt,
          retention and treatment of complaints that the Fund may receive
          regarding Fund accounting, internal accounting controls or auditing
          matters, including procedures for the confidential or anonymous
          submission by Fund officers, employees, stockholders or service
          providers of concerns regarding questionable accounting or auditing
          matters related to the Fund.

     11.  For each closed-end Fund, obtain and review a report by the Fund's
          independent auditors describing (i) the auditing firm's internal
          quality-control procedures; (ii) any material issues raised by the
          most recent internal quality-control review, or peer review, of the
          auditing firm, or by any inquiry or investigation by governmental or
          professional authorities, within the preceding five years, respecting
          one or more independent audits carried out by the auditing firm, and
          any steps taken to deal with any such issues; and (iii) (to assess the
          auditor's independence) all relationships between the independent
          auditor and the Fund.

----------
     (footnote #1 continued.....) 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.

                                      A-2


     12.  For each closed-end Fund, discuss policies with respect to risk
          assessment and risk management.

     13.  For each closed-end Fund, review hiring policies for employees or
          former employees of the Fund's independent auditors.

     14.  For each closed-end Fund, discuss with management and the Fund's
          independent auditors the Fund's audited and discuss with management
          the Fund's unaudited financial statements, including any narrative
          discussion by management concerning the Fund's financial condition and
          investment performance and, if appropriate, recommend the publication
          of the Fund's annual audited financial statements in the Fund's annual
          report in advance of the printing and publication of the annual
          report.

     15.  For each closed-end Fund, discuss the Fund's earnings press releases,
          as well as financial information and earnings guidance provided to
          analysts and rating agencies;

     16.  For each closed-end Fund, review and evaluate annually the performance
          of the Committee and the adequacy of this Charter and recommend any
          proposed changes to the Charter to the Board for approval.

     The Committee shall have the resources and authority appropriate to
discharge its responsibilities, including the authority to retain, as it deems
necessary to carry out its duties, special counsel and other experts or
consultants at the expense of the Fund. The Fund shall provide appropriate
funding, as determined by the Committee, for the Committee to carry out its
duties and its responsibilities, including (a) for compensation to be paid to,
or services to be provided by, the Fund's independent auditors or other public
accounting firm providing audit, review or attest services for the Fund, (b) for
payment of compensation to any outside legal, accounting or other advisors,
counsel or consultants employed by the Committee and (c) for the ordinary
administrative expenses of the Committee. In performing its duties, the
Committee shall consult as it deems appropriate with the members of the Board,
officers and employees of the Fund, the Adviser, the Fund's sub-adviser(s), if
any, the Fund's counsel, counsel to the Independent Board Members and the Fund's
other service providers.

COMPOSITION

     The Committee shall be composed of each Board member who has been
determined not to be an "interested person," as that term is defined in Section
2(a)(19) of the Investment Company Act of 1940, as amended ("1940 Act"), of the
Fund (the "Independent Board Members"), or such lesser number as the Board of
the Fund may specifically determine and reflect in the Board's minutes, each of
whom shall be financially literate and at least one of whom shall have
accounting or related financial management expertise as determined by the Fund's
Board in its business judgment. Each member of the Committee must also meet the
independence and experience requirements as set forth in Section 303.01(B) of
the New York Stock Exchange's Listed Company Manual or as set forth in Section
121(a) of the American Stock Exchange's listing standards, as applicable, and
the independence requirements applicable to investment companies set forth in
Rule 10A-3 under of the Securities Exchange Act of 1934. For those Funds listed
on the New York Stock Exchange, no member of the Committee may serve on the
audit committees of more than three public companies, including the Funds,
unless the Board determines that such simultaneous service would not impair the
ability of such member to serve on the Committee effectively. The Committee
shall elect a Chairperson, who shall preside over Committee meetings. The
Chairperson shall serve for a term of three years, which term may be renewed
from time to time.

MEETINGS

     The Committee shall meet on a regular basis, but not less frequently than
twice a year. Special meetings may also be held upon reasonable notice to the
members of the Committee. An agenda shall be established for each

                                      A-3


meeting. The Committee may request any officer or employee of the Fund, the
Fund's counsel, counsel to the Independent Board Members, the Adviser, the
Fund's independent auditors or other interested persons to attend a meeting of
the Committee or to meet with any members of, or consultants to, the Committee.
The Committee will meet periodically with the Fund's independent auditors
outside the presence of the Fund's and the Adviser's officers and employees. The
Committee will also meet periodically with the Fund's management outside the
presence of the Fund's independent auditors. Meetings of the Committee may be
held in person, by telephone or by other appropriate means.

     One-third of the Committee's members, but not fewer than two members, shall
constitute a quorum. At any meeting of the Committee, the decision of a majority
of the members present and voting shall be determinative as to any matter
submitted to a vote.


REPORTING

     The Chairperson shall report regularly to the Board on the result of the
Committee's deliberations and make such recommendations as deemed appropriate.


LIMITS ON ROLE OF COMMITTEE

     The function of the Committee is oversight. The Fund's management is
responsible for (i) the preparation, presentation and integrity of the Fund's
financial statements, (ii) the maintenance of appropriate accounting and
financial reporting principles and policies and (iii) the maintenance of
internal controls and procedures designed to assure compliance with accounting
standards and applicable laws and regulations. The independent auditors are
responsible for planning and carrying out proper audits and reviews. In
fulfilling their responsibilities hereunder, it is recognized that members of
the Committee are not employees of the Fund. As such, it is not the duty or
responsibility of the Committee or its members to conduct "field work" or other
types of auditing or accounting reviews or procedures or to set auditor
independence standards. Each member of the Committee shall be entitled to rely
on (i) the integrity of those persons and organizations within and outside the
Fund from which it receives information and (ii) the accuracy of the financial
and other information provided to the Committee by such persons and
organizations absent actual knowledge to the contrary (which shall be promptly
reported to the Fund's Board) and (iii) statements made by the officers and
employees of the Fund, the Adviser or other third parties as to any information
technology, internal audit and other non-audit services provided by the
independent auditors to the Fund. The designation of a person as an "audit
committee financial expert," within the meaning of the rules adopted and
implemented under Section 407 of the Sarbanes-Oxley Act of 2002, shall not
impose any greater responsibility or liability on that person than the
responsibility and liability imposed on such person as a member of the
Committee, nor does it decrease the duties and obligations of other Committee
members or the Board.

     In carrying out its responsibilities, the Committee's policies and
procedures shall be adapted, as appropriate, in order to best react to a
changing environment.


AMENDMENTS

     This Charter may be amended by a vote of a majority of the Board members.

                                      A-4


                                                                      APPENDIX A


                     Salomon Brothers Series Funds Inc (SFS)

             Salomon Brothers Institutional Series Funds Inc (ISFS)

                Salomon Brothers Variable Series Funds Inc (VSFS)

              Salomon Brothers Capital and Income Fund Inc. (SCD)*

            Salomon Brothers Emerging Markets Debt Fund Inc. (ESD)*

        Salomon Brothers Emerging Markets Floating Rate Fund Inc. (EFL)*

           Salomon Brothers Emerging Markets Income Fund Inc. (EMD)*

          Salomon Brothers Emerging Markets Income Fund II Inc. (EDF)*

              Salomon Brothers Global High Income Fund Inc. (EHI)*

            Salomon Brothers Global Partners Income Fund Inc. (GDF)*

                 Salomon Brothers High Income Fund Inc. (HIF)*

                Salomon Brothers High Income Fund II Inc. (HIX)*

             Salomon Brothers Inflation Management Fund Inc. (IMF)*

              Salomon Brothers Municipal Partners Fund Inc. (MNP)*

            Salomon Brothers Municipal Partners Fund II Inc. (MPT)*

        Salomon Brothers Variable Rate Strategic Income Fund Inc. (GFY)*

               Salomon Brothers Worldwide Income Fund Inc. (SBW)*

    Salomon Brothers 2008 Worldwide Dollar Government Term Trust Inc. (SBG)*







----------
*     Closed-end Fund. The duties and responsibilities of paragraphs 10, 11, 12
      and 13 and any other provision applicable exclusively to closed-end funds
      apply to these funds only.


                                      A-5


                                     ANNEX B

                          NOMINATING COMMITTEE CHARTER

ORGANIZATION

     The Nominating Committee of each registered investment company listed on
Appendix A hereto (each, a "Fund" and together, the "Funds") shall be composed
solely of Directors who are not "interested persons" of the Fund as defined in
Section 2(a)(19) of the Investment Company Act of 1940, as amended (the "1940
Act") and, with respect to those Funds listed on the New York Stock Exchange,
who are "independent" as defined in the New York Stock Exchange listing
standards ("Independent Directors"). The Board of Directors of the Fund (the
"Board") shall nominate the members of the Committee and shall designate the
Chairperson of the Committee. The Chairperson shall preside at each meeting of
the Committee.


RESPONSIBILITIES

     The Committee shall select and nominate persons for election or appointment
by the Board as Directors of the Fund.


EVALUATION OF POTENTIAL NOMINEES

     In evaluating a person as a potential nominee to serve as a Director of the
Fund, the Committee should consider among other factors it may deem relevant:

     o  whether or not the person is an "interested person" as defined in the
        1940 Act and whether the person is otherwise qualified under applicable
        laws and regulations to serve as a Director of the Fund;

     o  whether or not the person has any relationships that might impair his or
        her independence, such as any business, financial or family
        relationships with Fund management, the investment manager of the Fund,
        other Fund service providers or their affiliates;

     o  whether or not the person serves on boards of, or is otherwise
        affiliated with, competing financial service organizations or their
        related mutual fund complexes;

     o  whether or not the person is willing to serve, and willing and able to
        commit the time necessary for the performance of the duties of a
        Director of the Fund;

     o  the contribution which the person can make to the Board and the Fund
        (or, if the person has previously served as a Director of the Fund, the
        contribution which the person made to the Board during his or her
        previous term of service), with consideration being given to the
        person's business and professional experience, education and such other
        factors as the Committee may consider relevant;

     o  the character and integrity of the person; and

     o  whether or not the selection and nomination of the person would be
        consistent with the requirements of the Fund's retirement policies.

     While the Committee is solely responsible for the selection and nomination
of Directors, the Committee may consider nominees recommended by Fund
stockholders as it deems appropriate. Stockholders who wish to


                                      B-1


recommend a nominee should send nominations to the Secretary of the Fund that
include all information relating to such person that is required to be disclosed
in solicitations of proxies for the election of Directors. The recommendation
must be accompanied by a written consent of the individual to stand for election
if nominated by the Board of Directors and to serve if elected by the
stockholders.


QUORUM

     A majority of the members of the Committee shall constitute a quorum for
the transaction of business, and the act of a majority of the members of the
Committee present at any meeting at which there is a quorum shall be the act of
the Committee.


NOMINATION OF DIRECTORS

     After a determination by the Committee that a person should be selected and
nominated as a Director of the Fund, the Committee shall present its
recommendation to the full Board for its consideration.


MEETINGS

     The Committee may meet either on its own or in conjunction with meetings of
the Board. Meetings of the Committee may be held in person, video conference or
by conference telephone. The Committee may take action by unanimous written
consent in lieu of a meeting.


Adopted: January 20, 2004







                                      B-2


                                                                     APPENDIX A

                     Salomon Brothers Series Funds Inc (SFS)

             Salomon Brothers Institutional Series Funds Inc (ISFS)

                Salomon Brothers Variable Series Funds Inc (VSFS)

               Salomon Brothers Capital and Income Fund Inc. (SCD)

             Salomon Brothers Emerging Markets Debt Fund Inc. (ESD)

         Salomon Brothers Emerging Markets Floating Rate Fund Inc. (EFL)

            Salomon Brothers Emerging Markets Income Fund Inc. (EMD)

           Salomon Brothers Emerging Markets Income Fund II Inc. (EDF)

               Salomon Brothers Global High Income Fund Inc. (EHI)

             Salomon Brothers Global Partners Income Fund Inc. (GDF)

                  Salomon Brothers High Income Fund Inc. (HIF)

                 Salomon Brothers High Income Fund II Inc. (HIX)

              Salomon Brothers Inflation Management Fund Inc. (IMF)

               Salomon Brothers Municipal Partners Fund Inc. (MNP)

             Salomon Brothers Municipal Partners Fund II Inc. (MPT)

            Salomon Brothers Variable Rate Strategic Fund Inc. (GFY)*

                Salomon Brothers Worldwide Income Fund Inc. (SBW)

     Salomon Brothers 2008 Worldwide Dollar Government Term Trust Inc. (SBG)







                                       B-3


                        ANNUAL MEETING OF STOCKHOLDERS OF


                         SALOMON BROTHERS GLOBAL PARTNERS
                                INCOME FUND INC.

---------
Proof # 1                      DECEMBER 10, 2004
---------






                           Please date, sign and mail
                              your proxy card in the
                            envelope provided as soon
                                  as possible.


     Please detach along perforated line and mail in the envelope provided.






------------------------------------------------------------------------------------------------------------------------------------
        THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE
                           ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X]
------------------------------------------------------------------------------------------------------------------------------------

1. Election of Directors:                                         2. Any other business that may properly come before the Meeting.

                                    NOMINEES:                     Please complete, sign and date the proxy and mail in accompanying
   [ ] FOR ALL NOMINEES             o Daniel Cronin               postpaid envelope.
                                    o Riordan Roett
   [ ] WITHHOLD AUTHORITY
       FOR ALL NOMINEES

   [ ] FOR ALL EXCEPT
       (See instructions below)




INSTRUCTION: To withhold authority to vote for any individual
             nominee(s), mark "FOR ALL EXCEPT" and fill in the
             circle next to each nominee you wish to withhold, as
             shown here: o
------------------------------------------------------------------







------------------------------------------------------------------
To change the address on your account, please check the      [ ]                               I will be attending the Meeting.  [ ]
box at right and indicate your new address in the
address space above. Please note that changes to the
registered name(s) on the account may not be submitted
via this method.
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Signature of Stockholder                         Date:            Signature of Stockholder                         Date:
                        ------------------------      -----------                         ------------------------      -----------


NOTE: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When
      signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a
      corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a
      partnership, please sign in partnership name by authorized person.





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Proof # 1
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                SALOMON BROTHERS GLOBALPARTNERS INCOME FUND INC.

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

     The undersigned hereby appoints R. Jay Gerken and William J. Renahan and
each of them, attorneys and proxies for the undersigned, with full power of
substitution and revocation to represent the undersigned and to vote on behalf
of the undersigned all shares of Salomon Brothers Global Partners Income Fund
Inc. (the "Fund") which the undersigned is entitled to vote at the Annual
Meeting of Stockholders of the Fund to be held at Citigroup Center, 153 East
53rd Street, 14th Floor, New York, New York on Friday, December 10, 2004, at
3:30 p.m., and at any adjournments thereof. The undersigned hereby acknowledges
receipt of the Notice of Meeting and accompanying Proxy Statement and hereby
instructs said attorneys and proxies to vote said shares as indicated hereon. In
their discretion, the proxies are authorized to vote upon such other business as
may properly come before the Meeting. A majority of the proxies present and
acting at the Meeting in person or by substitute (or, if only one shall be so
present, then that one) shall have and may exercise all of the power and
authority of said proxies hereunder. The undersigned hereby revokes any proxy
previously given.


THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE
STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION
OF EACH OF THE NOMINEES AS DIRECTOR.

      Please refer to the Proxy Statement for a discussion of the Proposal.

                (CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)