UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
[X] Filed by the Registrant
[ ] 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-7(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
Salomon Brothers Municipal Partners Fund Inc.
(Name of Registrant as Specified in Its Charter)
(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:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was
determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provide by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
SALOMON BROTHERS MUNICIPAL PARTNERS FUND INC.
125 BROAD STREET, NEW YORK, NEW YORK 10004
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
March 15, 2004
To the Stockholders:
The Annual Meeting of Stockholders (the "Meeting") of Salomon Brothers
Municipal Partners Fund Inc. (the "Fund") will be held at Citigroup Center, 153
East 53rd Street, New York, New York, 14th Floor Conference Center, on Monday,
April 26, 2004, at 4:00 p.m., New York time, for the purposes of considering
and voting upon the following:
1. The election of Directors (Proposal 1);
2. Any other business that may properly come before the Meeting.
The close of business on February 27, 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 MUNICIPAL PARTNERS 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 Municipal Partners 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, New York,
New York, 14th Floor Conference Center, on Monday, April 26, 2004, at 4:00
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 March 15, 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 Directors. The close of business on February 27, 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 holder
of the Fund's preferred stock is entitled to one vote for each full share and
an appropriate fraction of a vote for each fractional share held. On February
27, 2004, there were 5,757,094 shares of the Fund's common stock outstanding
and 800 shares of the Fund's preferred stock outstanding.
In accordance with the Fund's By-Laws, a quorum is normally 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.
SUMMARY OF PROPOSALS
PROPOSAL CLASS OF SHAREHOLDERS SOLICITED
-------- -------------------------------
1. Election of Directors
Dr. Riordan Roett Holders of Preferred Stock
Jeswald W. Salacuse Holders of Preferred and Common Stock
William R. Hutchinson Holders of Preferred and Common Stock
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 and preferred stock voting together as a
single class will be asked to elect two Class III Directors; and the holders of
the Fund's preferred stock will be asked to elect one Class I Director. The
terms of office of the Class I Directors and of the Class II Directors expire
at the Annual Meetings of Stockholders in the year 2006 and 2005, respectively,
or thereafter in each case when their respective successors are duly elected
and qualified. The effect of these staggered terms is to limit the ability of
other entities or persons to acquire control of the Fund by delaying the
replacement of a majority of the Board of Directors.
The persons named in the proxy intend to vote at the Meeting (unless
directed not to vote) FOR the election of the nominees named below. William R.
Hutchinson, Jeswald W. Salacuse and Riordan Roett are currently members of the
Fund's Board of Directors; Mr. Hutchinson, however, has not been previously
elected as a Director by the Fund's stockholders. Mr. Hutchinson was
recommended as a nominee for election as a Director by a Director of the Fund.
Dr. Roett is currently serving as a Class III Director. In accordance with the
Fund's Charter, which provides that the holders of the Fund's preferred stock
are entitled to elect one Class I Director and one Class II Director, Dr. Roett
is moving from Class III to Class I. The nominees have indicated that they will
serve if elected, but if they should be unable to serve, the proxy will be
voted for any other person determined by the persons named in the proxy in
accordance with their judgment.
2
The following table provides information concerning the nominees for
election as Directors of the Fund:
NAME, ADDRESS POSITION HELD LENGTH OF
AND AGE WITH FUND TERM SERVED
-------------------------------------------------------------------------- ---------------- -------------
CLASS I DIRECTOR TO SERVE UNTIL THE 2006 ANNUAL MEETING OF STOCKHOLDERS
Non-Interested Director Nominee
Dr. Riordan Roett Director and Since 1997
The Johns Hopkins Member of
University the Nominating
1710 Massachusetts and Audit
Ave., NW Committees
Washington, D.C.
20036
Age: 65
CLASS III DIRECTORS TO SERVE UNTIL THE 2007 ANNUAL MEETING OF STOCKHOLDERS
NON-INTERESTED DIRECTOR NOMINEES
Jeswald W. Salacuse Director and Since 2000
Tufts University Member of
The Fletcher School the Nominating
of Law & Diplomacy and Audit
Packard Avenue Committees
Medford, MA 02155
Age: 66
William R. Hutchinson Director and Since 2003
535 N. Michigan Member of
Suite 1012 the Nominating
Chicago, IL 60611 and Audit
Age: 61 Committees
NUMBER OF
PORTFOLIOS ADVISED
BY SBAM AND
OVERSEEN
BY DIRECTOR
NAME, ADDRESS PRINCIPAL OCCUPATION (INCLUDING
AND AGE DURING PAST 5 YEARS THE FUND)
-------------------------------------------------------------------------- --------------------------------- -------------------
CLASS I DIRECTOR TO SERVE UNTIL THE 2006 ANNUAL MEETING OF STOCKHOLDERS
Non-Interested Director Nominee
Dr. Riordan Roett Professor and Director, 32
The Johns Hopkins Latin American Studies Program,
University Paul H. Nitze School of
1710 Massachusetts Advanced International Studies,
Ave., NW The Johns Hopkins University.
Washington, D.C.
20036
Age: 65
CLASS III DIRECTORS TO SERVE UNTIL THE 2007 ANNUAL MEETING OF STOCKHOLDERS
NON-INTERESTED DIRECTOR NOMINEES
Jeswald W. Salacuse Professor of Commercial Law 32
Tufts University and formerly Dean, The Fletcher
The Fletcher School School of Law & Diplomacy,
of Law & Diplomacy Tuffs University.
Packard Avenue
Medford, MA 02155
Age: 66
William R. Hutchinson President, WR Hutchinson 42
535 N. Michigan & Associates Inc.; formerly
Suite 1012 Group Vice President,
Chicago, IL 60611 Mergers and Acquisitions,
Age: 61 BP p.l.c.
OTHER
DIRECTORSHIPS
NAME, ADDRESS HELD BY
AND AGE DIRECTOR
-------------------------------------------------------------------------- ----------------------
CLASS I DIRECTOR TO SERVE UNTIL THE 2006 ANNUAL MEETING OF STOCKHOLDERS
Non-Interested Director Nominee
Dr. Riordan Roett None
The Johns Hopkins
University
1710 Massachusetts
Ave., NW
Washington, D.C.
20036
Age: 65
CLASS III DIRECTORS TO SERVE UNTIL THE 2007 ANNUAL MEETING OF STOCKHOLDERS
NON-INTERESTED DIRECTOR NOMINEES
Jeswald W. Salacuse Director of two
Tufts University registered investment
The Fletcher School companies advised by
of Law & Diplomacy Advantage Advisers,
Packard Avenue Inc. ("Advantage")
Medford, MA 02155
Age: 66
William R. Hutchinson Associated Banc-Corp.
535 N. Michigan
Suite 1012
Chicago, IL 60611
Age: 61
3
The following table provides information concerning the remaining
Directors of the Fund.
NAME, ADDRESS POSITION HELD LENGTH OF
AND AGE WITH FUND TERM SERVED
------------------------------------------------------------------------ ------------------- -------------
CLASS I DIRECTORS SERVING UNTIL THE 2006 ANNUAL MEETING OF STOCKHOLDERS
Non-Interested Director
Carol L. Colman Director Since 2002
Colman Consulting and Member
Co., Inc. of the Nominating
278 Hawley Road and Audit
North Salem, NY 10560 Committees
Age 58
Leslie H. Gelb Director Since 2001
150 69th Street and Member
New York, NY 10021 of the Nominating
Age: 66 and Audit
Committees
CLASS II DIRECTORS SERVING UNTIL THE 2005 ANNUAL MEETING OF STOCKHOLDERS
Non-Interested Director
Daniel Cronin Director Since 2002
Pfizer Inc. and Member
235 East 42nd Street of the Nominating
New York, NY 10017 and Audit
Age 58 Committees
Interested Director
R. Jay Gerken* Chairman, Since 2002
Citigroup Asset President
Management ("CAM") and Chief
399 Park Avenue Executive
New York, NY 10022 Officer
Age 53
NUMBER OF
PORTFOLIOS ADVISED
BY SBAM AND
OVERSEEN
BY NOMINEE
NAME, ADDRESS PRINCIPAL OCCUPATION (INCLUDING
AND AGE DURING PAST 5 YEARS THE FUND)
------------------------------------------------------------------------ ------------------------------------- -------------------
CLASS I DIRECTORS SERVING UNTIL THE 2006 ANNUAL MEETING OF STOCKHOLDERS
Non-Interested Director
Carol L. Colman President, Colman Consulting Co., 35
Colman Consulting Inc.
Co., Inc.
278 Hawley Road
North Salem, NY 10560
Age 58
Leslie H. Gelb President Emeritus and Senior Board 32
150 69th Street Fellow, The Council
New York, NY 10021 of Foreign Relations; formerly,
Age: 66 Columnist, Deputy Editorial
Page Editor and Editor,
Op-Ed Page, The New York Times.
CLASS II DIRECTORS SERVING UNTIL THE 2005 ANNUAL MEETING OF STOCKHOLDERS
Non-Interested Director
Daniel Cronin Associate General Counsel, 32
Pfizer Inc. Pfizer Inc.
235 East 42nd Street
New York, NY 10017
Age 58
Interested Director
R. Jay Gerken* Managing Director of Citigroup 221
Citigroup Asset Global Markets, Inc. ("CGM");
Management ("CAM") Chairman, President and Chief
399 Park Avenue Executive Officer of Smith Barney
New York, NY 10022 Fund Management LLC ("SBFM"),
Age 53 Travelers investment Adviser, Inc.
("TIA") and Citi Fund Management
Inc.; President and Chief Executive
Officer of certain mutual funds
associated with Citigroup Inc.
formerly portfolio manager, Smith
Barney Growth and Income Fund
(1996-2000) and Smith Barney
Allocation Series Inc. (1996-2001).
OTHER
DIRECTORSHIPS
NAME, ADDRESS HELD BY
AND AGE NOMINEE
------------------------------------------------------------------------ ----------------------
CLASS I DIRECTORS SERVING UNTIL THE 2006 ANNUAL MEETING OF STOCKHOLDERS
Non-Interested Director
Carol L. Colman None
Colman Consulting
Co., Inc.
278 Hawley Road
North Salem, NY 10560
Age 58
Leslie H. Gelb Director of two
150 69th Street registered investment
New York, NY 10021 companies advised by
Age: 66 Advantage
CLASS II DIRECTORS SERVING UNTIL THE 2005 ANNUAL MEETING OF STOCKHOLDERS
Non-Interested Director
Daniel Cronin None
Pfizer Inc.
235 East 42nd Street
New York, NY 10017
Age 58
Interested Director
R. Jay Gerken* None
Citigroup Asset
Management ("CAM")
399 Park Avenue
New York, NY 10022
Age 53
----------
* Mr. Gerken is an "interested person," as defined in the Investment
Company Act of 1940, as amended (the "1940 Act"), because he is a
director and/or officer of SBAM or certain affiliates of SBAM, the Fund's
investment adviser.
4
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(1) OF EQUITY AGGREGATE DOLLAR RANGE(1) OF EQUITY SECURITIES IN ALL FUNDS OVERSEEN
NAME OF DIRECTOR/NOMINEE SECURITIES IN THE FUND BY DIRECTOR/NOMINEE AND ADVISED BY SBAM
-------------------------- --------------------------- ---------------------------------------------------------------------
Non-Interested Director No ees
Carol L. Colman A E
Daniel Cronin C E
Leslie H. Gelb A B
William R. Hutchinson A E
Dr. Riordan Roett A B
Jeswald W. Salacuse B C
Interested Director Nomine
R. Jay Gerken B E
----------
(1) The dollar ranges are as follows: "A" = None; "B" = $1-$10,000; "C" =
$10,001-$50,000; "D" = $50,001-$100,000; "E" = over $100,000.
None of the Directors who are not "interested persons" of the Fund as
defined in the 1940 Act nor their immediate family members had any interest in
SBAM, the Fund's investment adviser, or 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 interests 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 October 31, 2003, the Board of Directors held
four regular meetings and two special meetings. Each Director attended at least
75% of the aggregate number of meetings of the Board and the committees for
which he or she was eligible. The Fund does not have a formal policy regarding
attendance by Directors at annual meetings of stockholders but encourages such
attendance. None of the six Directors then in office attended the Fund's 2003
annual meeting of stockholders.
The Directors regularly 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 while
5
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 the Fund's management and monitor 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
interests of the Fund's stockholders.
At February 27, 2004, Directors and officers of the Fund as a group
beneficially owned less than 1% of the outstanding shares of the Fund's Capital
Stock. To the knowledge of management, no person owned of record, or owned
beneficially, more than 5% of the Fund's shares of Capital Stock outstanding at
that date, except that Cede & Co., a nominee for participants in Depository
Trust Company, held of record 5,307,275 shares, equal to approximately 92% of
the outstanding shares of the Fund's Capital Stock. Also, pursuant to a Schedule
13D/A filing made on February 10, 2004, Karpus Management, Inc. beneficially
owned 425,450 shares, equal to approximately 7.39% of the outstanding shares of
the Fund's Capital Stock as of that date.
The Fund's executive officers are chosen each year at the first meeting of
the Fund's Board of Directors following the Annual Meeting of Stockholders, to
hold office until the meeting of the Board following the next Annual Meeting of
Stockholders and until their respective successors are duly elected and
qualified. In addition to Mr. Gerken, the Fund's Chairman, the executive
officers of the Fund currently are:
POSITION(S)
NAME, ADDRESS, AND HELD WITH LENGTH OF PRINCIPAL OCCUPATION(S) DURING
AGE FUND TIME SERVED PAST 5 YEARS
--------------------- ---------------- --------------- ---------------------------------------
Peter J. Wilby President Since 2002 Managing Director of CGM and
CAM SBAM since January 1996
399 Park Avenue
New York, NY 10022
Age: 44
Robert Amodeo Executive Vice Since 1999 Managing Director of SBAM and
CAM President CGM since December 2001; Director
399 Park Avenue of SBAM and CGM since December
New York, NY 10013 1998; Vice President of SBAM and
Age: 39 CGM from January 1996 to December
1998.
Andrew B. Shoup Treasurer Since 2004 Director of CAM; Senior Vice
CAM President and Chief Administrative
125 Broad Street, Senior Vice Since 2003 Officer of mutual funds associated
11th Floor President and with Citigroup Inc.; Treasurer of
New York, NY 10004 Chief certain mutual funds associated with
Age: 47 Administrative Citigroup; Head of International Funds
Office 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.
6
POSITION(S)
NAME, ADDRESS, AND HELD WITH LENGTH OF PRINCIPAL OCCUPATION(S) DURING
AGE FUND TIME SERVED PAST 5 YEARS
--------------------------- --------------- --------------- -------------------------------------
Frances M. Guggino Controller Since 2002 Vice President of CGM; Controller of
CAM certain mutual funds associated with
125 Broad Street Citigroup.
New York, NY 10004
Age: 45
Robert I. Frenkel Secretary and Since 2003 Managing Director and General
CAM Chief Legal Counsel of Global Mutual Funds for
300 First Stamford Place Officer CAM and its predecessor (since
Stamford, CT 06902 1994); Secretary of CFM; Secretary
Age: 48 and Chief Legal Officer of mutual
funds associated with Citigroup.
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 December 31, 2003. 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 current 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 a 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 December 31, 2003. 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 qualifies or skills that it regards
as necessary for one or more of the Fund's directors to possess (other than any
7
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:
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, 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.
REPORT OF THE AUDIT COMMITTEE
Pursuant to a meeting of the Audit Committee on December 16, 2003, the
Audit Committee reports that it has: (i) reviewed and discussed the Fund's
audited financial statements with management; (ii) discussed with
PricewaterhouseCoopers ("PwC"), the independent auditors to the Fund, the
matters (such as the quality of the Fund's accounting principals and internal
controls) required to be discussed by Statement on Auditing Standards No. 61;
and (iii) previously received reaffirmation of 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 proper audits and reviews 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 Commit-
8
tee's oversight does not provide an independent basis to determine that
management has maintained appropriate accounting and financial reporting
principles and policies, or internal controls and procedures, designed to
assure compliance with accounting standards and applicable laws and
regulations. Furthermore, the Audit Committee's considerations and discussions
referred to above do not provide assurance that the audit of the 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 December 31, 2003.
Submitted by the Audit Committee of the Board of Directors:
Dr. Riordan Roett
Jeswald W. Salacuse
William R. Hutchinson
Carol L. Colman
Leslie H. Gelb
Daniel Cronin
March 15, 2004
9
ADDITIONAL MATTERS
A representative of PwC will be available by telephone at the Meeting to
answer appropriate questions and will have an opportunity to make a statement
if he or she chooses to do so.
Under the federal securities laws, the Fund is required to provide to
stockholders in connection with the Meeting information regarding compensation
paid to 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 during the fiscal year ended December 31, 2003. Certain
of the Directors listed below are members of the Audit and Nominating
Committees of the Fund and audit 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
December 31, 2003 by the Fund to Mr. Gerken, who is an "interested person," as
defined in the 1940 Act.
TOTAL COMPENSATION FROM FUND AND OTHER FUNDS
AGGREGATE COMPENSATION FROM THE FUND FOR ADVISED BY SBAM AND ITS AFFILIATES FOR
NAME OF DIRECTORS FISCAL YEAR ENDED 12/31/03 CALENDAR YEAR ENDED 12/31/03
-------------------------------- ------------------------------------------ ---------------------------------------------
DIRECTORSHIPS**(A)
Carol L. Colman ................ $ 7,400 $ 90,950(35)
Daniel P. Cronin ............... $ 7,400 $ 63,400(32)
Leslie H. Gelb ................. $ 8,500 $ 81,700(32)
William R. Hutchinson* ......... $ 4,183 $ 46,750(42)
Dr. Riordan Roett .............. $11,300 $ 93,400(32)
Jeswald W. Salacuse ............ $ 9,900 $ 90,300(32)
----------
(*) Mr. Hutchinson became a member of this Board on August 1, 2003.
(**) The numbers in parentheses indicate the applicable number of investment
company directorships held by that director.
During the Fund's last fiscal year, total compensation paid by the Fund to
a Director emeritus totaled $4,600.
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 percent of the Fund's Capital Stock, SBAM, and their
respective directors and officers, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission and the New York Stock
Exchange, Inc. The Fund believes that for the fiscal year ended December 31,
2003, all relevant persons have complied with applicable filing requirements
during the most recently completed fiscal year, except that Evan Merberg
inadvertently failed to file on a timely basis his Initial Report on Form 3
with respect to the Fund, which has subsequently been filed.
REQUIRED VOTE
The election of Dr. Roett as a Director requires a plurality of the votes
cast by the holders of shares of Preferred Stock of the Fund present or
represented by proxy at the meeting with a quorum present. The election Messrs.
Hutchinson and Salacuse as Directors requires a plurality of votes cast by the
holders of shares of
10
Common Stock and Preferred Stock, voting as a single class, present in person
or represented by proxy at a 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 "NON-INTERESTED" DIRECTORS, UNANIMOUSLY
RECOMMEND THAT THE STOCKHOLDERS VOTE "FOR" EACH OF THE NOMINEES FOR DIRECTOR.
FEES PAID TO INDEPENDENT ACCOUNTANTS
AUDIT FEES. The aggregate fees billed by PricewaterhouseCoopers, LLP
("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 filings of the Fund for the fiscal years ended December 31, 2003 and
December 31, 2002 were $40,000 and $40,000, 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 statements, other than the Audit Fees described
above, which include the performance of agreed upon procedures (which, among
other items, include maintenance testing) relating to the issued and
outstanding Preferred Stock for the fiscal years ended December 31, 2003 and
December 31, 2002 were $30,000 and $29,000, respectively.
In addition, there were no Audit-Related Fees billed in the years ended
December 31, 2003 and December 31, 2002 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 for the period May 6,
2003 to December 31, 2003 (prior to May 6, 2003 services provided by PwC were
not required to be pre-approved).
TAX FEES. The aggregate fees billed by PwC for tax compliance, tax advice
and tax planning services, which include the filing and amendment of federal,
state and local income tax returns, timely RIC qualification review, and tax
distribution and analysis planning, rendered by PwC to the Fund for the fiscal
years ended December 31, 2003 and December 31, 2002 were $3,000 and $3,000,
respectively.
There were no fees billed by PwC to the Service Affiliates for tax
services for the period May 6, 2003 through December 31, 2003 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 December 31,
2003 and December 31, 2002.
All other fees billed by PwC to the Service Affiliates for other non-audit
services for the period May 6, 2003 through December 31, 2003 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 Asset Management ("CAM") entities, were
$558,750.
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.
11
The aggregate non-audit fees billed by PwC for services rendered to the
Fund for the fiscal years ended December 31, 2003 and December 31, 2002 were
$33,000 and $32,000 respectively. The aggregate non-audit fees billed by PwC
for services rendered to the Service Affiliates for the fiscal years ended
December 31, 2003 and December 31, 2002 were $18.3 million and $6.4 million,
respectively.
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 AND OTHER SHAREHOLDER COMMUNICATIONS
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 November 15, 2004. Any stockholder
who desires to bring 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 Municipal Partners Fund Inc., 300 First Stamford Place, 4th
Floor, Stamford, CT 06902) during the period from January 26, 2005 to February
25, 2005. However, if the Fund's 2005 Annual Meeting is held earlier than March
25, 2005 or later than June 27, 2005, 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 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 be submitted on an anonymous basis.
The CCO may be contacted at:
Citigroup Asset Management
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.
12
The Fund's Audit Committee Chair may be contacted at:
Salomon Brothers Municipal Partners Fund Inc.
Audit Committee Chair
c/o Robert K. Fulton, Esq.
Stradley Ronon Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, PA 19103
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 December 31, 2003 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.
March 15, 2004
13
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.
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
----------
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
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.
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.
A-3
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 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 Municipal Partners Fund Inc. (MNP) *
Salomon Brothers Municipal Partners Fund II Inc. (MPT) *
Salomon Brothers Worldwide Income Fund Inc. (SBW) *
Salomon Brothers 2008 Worldwide Dollar Government Term Trust Inc. (SBG) *
----------
* Closed-end Funds. 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 Municipal Partners Fund Inc. (MNP)
Salomon Brothers Municipal Partners Fund II Inc. (MPT)
Salomon Brothers Worldwide Income Fund Inc. (SBW)
Salomon Brothers 2008 Worldwide Dollar Government Term Trust Inc. (SBG)
B-3
PREFERRED STOCK PREFERRED STOCK
SALOMON BROTHERS MUNICIPAL PARTNERS FUND INC.
PROXY SOLICITED ON BEHALF OF THE DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS - APRIL 26, 2004
The undersigned hereby appoints R. Jay Gerken, Robert I. Frenkel, Robert M.
Nelson 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 Preferred
Stock of Salomon Brothers Municipal Partners 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 Conference
Center, New York, New York on Monday, April 26, 2004, at 4:00 p.m., and at any
adjournments thereof. The undersigned hereby acknowledges receipt of the Notice
of Annual Meeting of Stockholders and accompanying Proxy Statement and hereby
instructs said attorneys and proxies to vote said shares as indicated hereon.
In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the Meeting. A majority of the proxies present and
acting at the Meeting in person or by substitute (or, if only one shall be so
present, then that one) shall have and may exercise all of the power and
authority of said proxies hereunder. The undersigned hereby revokes any proxy
previously given.
THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE
STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE NOMINEES
FOR DIRECTORS.
Please refer to the Proxy Statement for a discussion of the Proposal.
------------------- -------------------
SEE REVERSE CONTINUED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
------------------- -------------------
------- PLEASE MARK
X VOTES AS IN
------- THIS EXAMPLE.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE FOLLOWING PROPOSAL:
1. Election of Directors:
NOMINEES: (01) Dr. Riordan Roett 2. Any other business that may properly come before the Meeting.
(02) William R. Hutchinson
(03) Jeswald W. Salacuse
FOR [ ] [ ] WITHHELD
ALL FROM ALL
NOMINEES NOMINEES
[ ] I will be attending the Meeting. [ ]
--------------------------------------
For all nominees except as noted above
PLEASE COMPLETE, SIGN AND DATE HEREON AND MAIL IN
ACCOMPANYING POSTPAID ENVELOPE.
NOTE: Please sign this proxy exactly as your name appears on this
proxy. If joint owners, EITHER may sign this proxy. When signing
as attorney, executor, administrator, trustee, guardian or
corporate officer, please give your full title.
IF JOINTLY HELD
Signature: _____________________ Date: ________________ SIGNATURE: ____________________________ Date: _____________________
COMMON STOCK COMMON STOCK
SALOMON BROTHERS MUNICIPAL PARTNERS FUND INC.
PROXY SOLICITED ON BEHALF OF THE DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS - APRIL 26, 2004
The undersigned hereby appoints R. Jay Gerken, Robert I. Frenkel, Robert M.
Nelson 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 Common
Stock of Salomon Brothers Municipal Partners 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 Conference
Center, New York, New York on Monday, April 26, 2004, at 4:00 p.m., and at any
adjournments thereof. The undersigned hereby acknowledges receipt of the Notice
of Annual Meeting of Stockholders and accompanying Proxy Statement and hereby
instructs said attorneys and proxies to vote said shares as indicated hereon.
In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the Meeting. A majority of the proxies present and
acting at the Meeting in person or by substitute (or, if only one shall be so
present, then that one) shall have and may exercise all of the power and
authority of said proxies hereunder. The undersigned hereby revokes any proxy
previously given.
THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE
STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE NOMINEES
FOR DIRECTORS.
Please refer to the Proxy Statement for a discussion of the Proposal.
------------------- -------------------
SEE REVERSE CONTINUED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
------------------- -------------------
------- PLEASE MARK
X VOTES AS IN
------- THIS EXAMPLE.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE FOLLOWING PROPOSAL:
1. Election of Directors:
NOMINEES: (02) William R. Hutchinson 2. Any other business that may properly come before the Meeting.
(03) Jeswald W. Salacuse
FOR [ ] [ ] WITHHELD
ALL FROM ALL
NOMINEES NOMINEES
[ ] I will be attending the Meeting. [ ]
--------------------------------------
For all nominees except as noted above
PLEASE COMPLETE, SIGN AND DATE HEREON AND MAIL IN
ACCOMPANYING POSTPAID ENVELOPE.
NOTE: Please sign this proxy exactly as your name appears on this
proxy. If joint owners, EITHER may sign this proxy. When signing
as attorney, executor, administrator, trustee, guardian or
corporate officer, please give your full title.
IF JOINTLY HELD
Signature: _____________________ Date: ________________ SIGNATURE: ____________________________ Date: _____________________