UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number | 811-7994 |
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Salomon Brothers Global Partners Income Fund Inc. |
(Exact name of registrant as specified in charter) |
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125 Broad Street, New York, NY | | 10004 |
(Address of principal executive offices) | | (Zip code) |
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Robert I. Frenkel, Esq. Legg Mason & Co., LLC 300 First Stamford Place, 4th Floor Stamford, CT 06902 |
(Name and address of agent for service) |
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Registrant’s telephone number, including area code: | (800) 725-6666 | |
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Date of fiscal year end: | August 31 | |
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Date of reporting period: | August 31, 2006 | |
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ITEM 1. REPORT TO STOCKHOLDERS.
The Annual Report to Stockholders is filed herewith.
| Salomon Brothers |
| Global Partners |
| Income Fund Inc. |
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ANNUAL REPORT | | |
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AUGUST 31, 2006 | | |
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![](https://capedge.com/proxy/N-CSR/0001104659-06-072178/g197543bg01i001.jpg)
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| | INVESTMENT PRODUCTS: NOT FDIC INSURED • NO BANK GUARANTEE • MAY LOSE VALUE |
| Salomon Brothers Global Partners Income Fund Inc. |
Annual Report • August 31, 2006
What’s Inside
Fund Objective
The Fund seeks to maintain a high level of current income by investing primarily in a portfolio of high-yield U.S. and non-U.S. corporate debt securities. As a secondary objective, the Fund seeks capital appreciation.
Letter from the Chairman | I |
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Fund Overview | 1 |
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Fund at a Glance | 4 |
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Schedule of Investments | 5 |
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Statement of Assets and Liabilities | 22 |
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Statement of Operations | 23 |
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Statements of Changes in Net Assets | 24 |
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Statement of Cash Flows | 25 |
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Financial Highlights | 26 |
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Notes to Financial Statements | 27 |
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Report of Independent Registered Public Accounting Firm | 35 |
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Board Approval of Management and Subadvisory Agreements | 36 |
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Additional Information | 39 |
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Annual Chief Executive Officer and Chief Financial Officer Certification | 42 |
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Dividend Reinvestment and Cash Purchase Plan | 43 |
“Smith Barney”, “Salomon Brothers” and “Citi” are service marks of Citigroup, licensed for use by Legg Mason as the names of funds and investment managers. Legg Mason and its affiliates, as well as the Fund’s investment manager, are not affiliated with Citigroup.
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R. JAY GERKEN, CFA
Chairman, President and
Chief Executive Officer
Dear Shareholder,
While the U.S. economy continued to expand during the reporting period, it did so at an uneven pace. After expanding 4.1% in the third quarter of 2005, gross domestic product (“GDP”)i growth slipped to 1.7% during the fourth quarter. The economy then rebounded sharply in the first quarter of 2006, with GDP rising 5.6%, its best showing since the third quarter of 2003. However, the economy then took a step backwards in the second quarter of 2006, as GDP growth was 2.6%, according to final estimates released by the U.S. Bureau of Economic Analysis. The decline was largely attributed to lower consumer spending, triggered by higher interest rates and oil prices, as well as a cooling housing market. In addition, business spending fell during the quarter.
The Federal Reserve Board (“Fed”)ii continued to raise interest rates during most of the reporting period. Since it began its tightening campaign in June 2004, the Fed increased rates 17 consecutive times, bringing the federal funds rateiii from 1.00% to 5.25%. However, in August 2006, the Fed paused from raising rates. In its official statement, the Fed said, “...the Committee judges that some inflation risks remain. The extent and timing of any additional firming that may be needed to address these risks will depend on the evolution of the outlook for both inflation and economic growth, as implied by incoming information.”
Both short- and long-term yields rose over the reporting period. However, after peaking in late June — with two and 10 year Treasuries hitting 5.29% and 5.25%, respectively — rates fell sharply on hopes that the Fed would end its tightening cycle. Overall, during the 12 months ended August 31, 2006, two-year Treasury yields increased from 3.84% to 4.79%. Over the same period, 10-year Treasury
Salomon Brothers Global Partners Income Fund Inc. I
yields moved from 4.02% to 4.74%. Looking at the 12-month period as a whole, the overall bond market, as measured by the Lehman Brothers U.S. Aggregate Indexiv, returned 1.71%.
Given continued strong corporate profits and low default rates, high yield bonds generated positive returns during the reporting period. While there were notable company specific issues, mostly in the automobile industry, they were not enough to drag down the overall high yield market. During the 12-month period ended August 31, 2006, the Citigroup High Yield Market Indexv returned 5.06%.
Despite periods of weakness, emerging markets debt generated strong results over the 12-month period, as the JPMorgan Emerging Markets Bond Index Globalvi returned 9.02%. A strong global economy, solid domestic spending and high-energy prices supported many emerging market countries. We believe this was enough to overcome the negatives associated with rising global interest rates.
Please read on for a more detailed look at prevailing economic and market conditions during the Fund’s fiscal year and to learn how those conditions have affected Fund performance.
Information About Your Fund
As you may be aware, several issues in the mutual fund industry (not directly affecting closed-end investment companies, such as this Fund) have come under the scrutiny of federal and state regulators. Affiliates of the Fund’s Manager have, in recent years, received requests for information from various government regulators regarding market timing, late trading, fees, and other mutual fund issues in connection with various investigations. The regulators appear to be examining, among other things, the open-end funds’ response to market timing and shareholder exchange activity, including compliance with prospectus disclosure related to these subjects. The Fund is not in a position to predict the outcome of these requests and investigations, or whether these may affect the Fund.
II Salomon Brothers Global Partners Income Fund Inc.
Important information with regard to recent regulatory developments that may affect the Fund is contained in the Notes to Financial Statements included in this report.
As always, thank you for your confidence in our stewardship of your assets. We look forward to helping you meet your financial goals.
Sincerely, |
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R. Jay Gerken, CFA |
Chairman, President and Chief Executive Officer |
September 28, 2006
All index performance reflects no deduction for fees, expenses or taxes. Please note that an investor cannot invest directly in an index.
i | Gross domestic product is a market value of goods and services produced by labor and property in a given country. |
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ii | The Federal Reserve Board is responsible for the formulation of a policy designed to promote economic growth, full employment, stable prices, and a sustainable pattern of international trade and payments. |
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iii | The federal funds rate is the interest rate that banks with excess reserves at a Federal Reserve district bank charge other banks that need overnight loans. |
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iv | The Lehman Brothers U.S. Aggregate Index is a broad-based bond index comprised of government, corporate, mortgage and asset-backed issues, rated investment grade or higher, and having at least one year to maturity. |
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v | The Citigroup High Yield Market Index is a broad-based unmanaged index of high yield securities. |
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vi | The JPMorgan Emerging Markets Bond Index Global (“EMBI Global”) tracks total returns for U.S. dollar denominated debt instruments issued by emerging market sovereign and quasi-sovereign entities: Brady bonds, loans, Eurobonds, and local market instruments. Countries covered are Algeria, Argentina, Brazil, Bulgaria, Chile, China, Colombia, Cote d’Ivoire, Croatia, Ecuador, Greece, Hungary, Lebanon, Malaysia, Mexico, Morocco, Nigeria, Panama, Peru, the Philippines, Poland, Russia, South Africa, South Korea, Thailand, Turkey and Venezuela. |
Salomon Brothers Global Partners Income Fund Inc. III
Fund Overview
Special Shareholder Notices
Following the purchase of substantially all of Citigroup’s asset management business in December 2005, Legg Mason, Inc. (“Legg Mason”) undertook an internal reorganization to consolidate the advisory services provided to the legacy Citigroup funds through a more limited number of advisers. As part of this reorganization, at a meeting held on June 26, 2006, the Fund’s Board approved a new management agreement with Legg Mason Partners Fund Advisor, LLC (“LMPFA”), under which LMPFA became the investment adviser for the Fund effective August 1, 2006.
Western Asset Management Company (“Western Asset”) became the subadviser for the Fund, under a new sub-advisory agreement between LMPFA and Western Asset, effective August 1, 2006. LMPFA and Western Asset are wholly-owned subsidiaries of Legg Mason. The portfolio managers who are responsible for the day-to-day management of the Fund remain the same immediately prior to and immediately after the date of these changes.
LMPFA provides administrative and certain oversight services to the Fund. LMPFA has delegated to the subadviser, the day-to-day portfolio management of the Fund. The management fee for the Fund remains unchanged.
In addition to these advisory changes, effective October 9, 2006, the Fund’s name is Western Asset Global Partners Income Fund Inc.
Q. What were the overall market conditions during the Fund’s reporting period?
A. The global bond market experienced periods of volatility over the last 12 months, but ultimately generated positive results. The global bond market’s ups and downs were particularly evident in more risky asset classes, such as high yield and emerging market debt. In both of these asset classes, periods of investor risk aversion led to periods of weakness. This was often tied to the actions of the Federal Reserve Board (“Fed”)i. However, looking at the period as a whole, both asset classes ultimately generated solid returns.
Performance Review
For the 12 months ended August 31, 2006, the Salomon Brothers Global Partners Income Fund Inc. returned 6.70%, based on its net asset value (“NAV”)ii and 0.08% based on its New York Stock Exchange (“NYSE”) market price per share. In comparison, the Fund’s unmanaged benchmarks, the Citigroup High Yield Market Indexiii and the JPMorgan Emerging Markets Bond Index Globaliv, returned 5.06% and 9.02%, respectively, for the same period. The Lipper Emerging Markets Debt Closed-End Funds Category Averagev increased 9.60% over the same time frame. Please note that Lipper performance returns are based on each fund’s NAV.
During the 12-month period, the Fund made distributions to shareholders totaling $0.9630 per share. The performance table shows the Fund’s 12-month total return based
Salomon Brothers Global Partners Income Fund Inc. 2006 Annual Report 1
on its NAV and market price as of August 31, 2006. Past performance is no guarantee of future results.
Performance Snapshot as of August 31, 2006 (unaudited)
Price Per Share | | | 12-Month Total Return | |
| | | | |
$12.93 (NAV) | | 6.70% | |
$11.77 (Market Price) | | 0.08% | |
All figures represent past performance and are not a guarantee of future results.
Total returns are based on changes in NAV or market price, respectively. Total returns assume the reinvestment of all distributions in additional shares.
Q. What were the most significant factors affecting Fund performance?
What were the leading contributors to performance?
A. During the first half of the reporting period, the Fund’s performance was driven predominantly by strong industry and security selection in the high yield portion of the portfolio. Positive country selection in the emerging markets debt portion of the portfolio enhanced results as well. In particular, security selection in the tower and utilities industries and an underweight to automotive securities contributed to performance. From a country perspective, an underweight in Russia and an overweight in Argentina positively contributed to results. The use of leverage also supported the Fund’s performance.
During the second half of the reporting period, overweights in emerging market debt issued by Mexico and Brazil enhanced results. In the high yield portion of the portfolio, the Fund’s exposure to Ford and General Motors boosted returns, as they rebounded strongly. In addition, the Fund’s overweight position in a number of individual securities, including Newpage and Hawaiian Telcom benefited results.
Q. What were the leading detractors from performance?
A. During the first half of the reporting period, the Fund’s overall asset allocation positioning between high yield and emerging markets debt detracted slightly from performance. Security selection in Brazil and Argentina also was a negative to results. During the second half of the reporting period, the Fund’s overweight in the energy, gaming, and entertainment industries were negative contributors to performance.
Q. Were there any significant changes to the Fund during the reporting period?
A. Earlier in the period, we increased the Fund’s allocation to high yield securities over emerging markets debt in an effort to take advantage of more compelling valuations. This was accomplished by selling out of more liquid emerging credits like Brazil, Mexico and
2 Salomon Brothers Global Partners Income Fund Inc. 2006 Annual Report
Russia. We also reinvested assets from a series of calls and tenders, primarily in the telecommunications sector, into automotive, healthcare and energy credits.
Looking for Additional Information?
The Fund is traded under the symbol “GDF” and its closing market price is available in most newspapers under the NYSE listings. The daily NAV is available on-line under symbol XGDFX on most financial websites. Barron’s and The Wall Street Journal’s Monday edition both carry closed-end fund tables that provide additional information. In addition, the Fund issues a quarterly press release that can be found on most major financial websites as well as www.leggmason.com/InvestorServices.
In a continuing effort to provide information concerning the Fund, shareholders may call 1-888-777-0102, Monday through Friday from 8:00 a.m. to 6:00 p.m. Eastern Time, for the Fund’s current NAV, market price and other information.
Thank you for your investment in the Salomon Brothers Global Partners Income Fund Inc. As ever, we appreciate that you have chosen us to manage your assets and we remain focused on achieving the Fund’s investment goals.
Sincerely,
Western Asset Management Company
September 28, 2006
The information provided is not intended to be a forecast of future events, a guarantee of future results or investment advice. Views expressed may differ from those of the firm as a whole.
RISKS: The Fund may invest in high-yield and foreign securities, including emerging markets, which involve risks beyond those inherent solely in higher-rated and domestic investments. High-yield bonds involve greater credit and liquidity risks than investment grade bonds. Investing in foreign securities is subject to certain risks not associated with domestic investing, such as currency fluctuations, and changes in political and economic conditions. These risks are magnified in emerging or developing markets. Derivatives, such as options or futures, can be illiquid and harder to value, especially in declining markets. A small investment in certain derivatives may have a potentially large impact on the Fund’s performance.
All index performance reflects no deduction for fees, expenses or taxes. Please note that an investor cannot invest directly in an index.
i The Federal Reserve Board is responsible for the formulation of a policy designed to promote economic growth, full employment, stable prices, and a sustainable pattern of international trade and payments.
ii NAV is calculated by subtracting total liabilities from the closing value of all securities held by the Fund (plus all other assets) and dividing the result (total net assets) by the total number of the common shares outstanding. The NAV fluctuates with changes in the market prices of securities in which the Fund has invested. However, the price at which an investor may buy or sell shares of the Fund is at the Fund’s market price as determined by supply of and demand for the Fund’s shares.
iii The Citigroup High Yield Market Index is a broad-based unmanaged index of high yield securities.
iv The JPMorgan Emerging Markets Bond Index Global (“EMBI Global”) tracks total returns for U.S. dollar denominated debt instruments issued by emerging market sovereign and quasi-sovereign entities: Brady bonds, loans, Eurobonds, and local market instruments. Countries covered are Algeria, Argentina, Brazil, Bulgaria, Chile, China, Colombia, Cote d’Ivoire, Croatia, Ecuador, Greece, Hungary, Lebanon, Malaysia, Mexico, Morocco, Nigeria, Panama, Peru, the Philippines, Poland, Russia, South Africa, South Korea, Thailand, Turkey and Venezuela.
v Lipper, Inc. is a major independent mutual-fund tracking organization. Returns are based on the 12-month period ended August 31, 2006, including the reinvestment of all distributions, including returns of capital, if any, calculated among the 13 funds in the Fund’s Lipper category.
Salomon Brothers Global Partners Income Fund Inc. 2006 Annual Report 3
Fund at a Glance (unaudited)
Investment Breakdown
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4 Salomon Brothers Global Partners Income Fund Inc. 2006 Annual Report
Schedule of Investments (August 31, 2006)
SALOMON BROTHERS GLOBAL PARTNERS INCOME FUND INC.
Face Amount
| | Security(a) | | Value | |
| | | | | |
CORPORATE BONDS & NOTES — 59.0% | | | |
Aerospace & Defense — 0.7% | | | |
$ | 275,000 | | Alliant Techsystems Inc., Senior Subordinated Notes, 6.750% due 4/1/16 | | $ | 268,125 | |
| | DRS Technologies Inc., Senior Subordinated Notes: | | | |
675,000 | | 6.875% due 11/1/13 | | 658,125 | |
65,000 | | 6.625% due 2/1/16 | | 63,537 | |
750,000 | | L-3 Communications Corp., Senior Subordinated Notes, 7.625% due 6/15/12 | | 772,500 | |
| | Total Aerospace & Defense | | 1,762,287 | |
| | | |
Airlines — 0.3% | | | |
275,000 | | American Airlines Inc., Pass-Through Certificates, Series 2001-02, Class C, 7.800% due 10/1/06 | | 275,172 | |
| | Continental Airlines Inc., Pass-Through Certificates: | | | |
61,582 | | Series 1998-1, Class C, 6.541% due 9/15/08 | | 58,915 | |
232,162 | | Series 2000-2, Class C, 8.312% due 4/2/11 | | 224,181 | |
265,000 | | Series 2001-2, Class D, 7.568% due 12/1/06 | | 264,747 | |
| | Total Airlines | | 823,015 | |
| | | |
Auto Components — 0.5% | | | |
420,000 | | Keystone Automotive Operations Inc., Senior Subordinated Notes, 9.750% due 11/1/13 | | 401,100 | |
| | TRW Automotive Inc.: | | | |
174,000 | | Senior Notes, 9.375% due 2/15/13 | | 186,615 | |
49,000 | | Senior Subordinated Notes, 11.000% due 2/15/13 | | 53,533 | |
| | Visteon Corp., Senior Notes: | | | |
560,000 | | 8.250% due 8/1/10 | | 551,600 | |
190,000 | | 7.000% due 3/10/14 | | 169,575 | |
| | Total Auto Components | | 1,362,423 | |
| | | |
Automobiles — 2.0% | | | |
| | Ford Motor Co.: | | | |
| | Debentures: | | | |
315,000 | | 8.875% due 1/15/22 | | 269,325 | |
175,000 | | 8.900% due 1/15/32 | | 157,937 | |
4,135,000 | | Notes, 7.450% due 7/16/31 | | 3,266,650 | |
| | General Motors Corp.: | | | |
| | Senior Debentures: | | | |
200,000 | | 8.250% due 7/15/23 | | 167,000 | |
1,030,000 | | 8.375% due 7/15/33 | | 867,775 | |
375,000 | | Senior Notes, 7.200% due 1/15/11 | | 337,969 | |
| | Total Automobiles | | 5,066,656 | |
| | | |
Beverages — 0.2% | | | |
515,000 | | Constellation Brands Inc., Senior Notes, 7.250% due 9/1/16 | | 520,150 | |
| | | |
Biotechnology — 0.0% | | | |
50,000 | | Angiotech Pharmaceuticals Inc., Senior Subordinated Notes, 7.750% due 4/1/14 (b) | | 49,000 | |
| | | | | | | |
See Notes to Financial Statements.
Salomon Brothers Global Partners Income Fund Inc. 2006 Annual Report 5
Schedule of Investments (August 31, 2006) (continued)
Face Amount
| | Security(a) | | Value | |
| | | | | |
Building Products — 1.2% | | | |
| | | Associated Materials Inc.: | | | | |
$ | 1,445,000 | | Senior Discount Notes, step bond to yield 11.974% due 3/1/14 | | $ | 794,750 | |
20,000 | | Senior Subordinated Notes, 9.750% due 4/15/12 | | 19,700 | |
430,000 | | Jacuzzi Brands Inc., Secured Notes, 9.625% due 7/1/10 | | 457,950 | |
780,000 | | Nortek Inc., Senior Subordinated Notes, 8.500% due 9/1/14 | | 729,300 | |
820,000 | | NTK Holdings Inc., Senior Discount Notes, step bond to yield 11.263% due 3/1/14 | | 553,500 | |
650,000 | | Ply Gem Industries Inc., Senior Subordinated Notes, 9.000% due 2/15/12 | | 529,750 | |
| | Total Building Products | | 3,084,950 | |
| | | | | |
Capital Markets — 0.4% | | | |
423,000 | | BCP Crystal U.S. Holdings Corp., Senior Subordinated Notes, 9.625% due 6/15/14 | | 460,541 | |
| | E*TRADE Financial Corp., Senior Notes: | | | |
470,000 | | 7.375% due 9/15/13 | | 477,050 | |
200,000 | | 7.875% due 12/1/15 | | 209,000 | |
| | Total Capital Markets | | 1,146,591 | |
| | | | | |
Chemicals — 2.3% | | | |
370,000 | | Chemtura Corp., Notes, 6.875% due 6/1/16 | | 359,825 | |
500,000 | | Equistar Chemicals LP, Senior Notes, 10.625% due 5/1/11 | | 540,000 | |
685,000 | | Huntsman International LLC, Senior Subordinated Notes, 10.125% due 7/1/09 | | 702,125 | |
100,000 | | IMC Global Inc., Senior Notes, 10.875% due 8/1/13 | | 112,500 | |
525,000 | | Innophos Inc., Senior Subordinated Notes, 8.875% due 8/15/14 | | 527,625 | |
| | Lyondell Chemical Co., Senior Secured Notes: | | | |
147,000 | | 9.500% due 12/15/08 | | 152,145 | |
325,000 | | 11.125% due 7/15/12 | | 355,875 | |
450,000 | | Methanex Corp., Senior Notes, 8.750% due 8/15/12 | | 483,750 | |
790,000 | | Millennium America Inc., Senior Notes, 9.250% due 6/15/08 | | 811,725 | |
1,130,000 | | Montell Finance Co. BV, Debentures, 8.100% due 3/15/27 (b) | | 1,053,725 | |
| | Rhodia SA: | | | |
223,000 | | Senior Notes, 10.250% due 6/1/10 | | 245,857 | |
516,000 | | Senior Subordinated Notes, 8.875% due 6/1/11 | | 530,190 | |
| | Total Chemicals | | 5,875,342 | |
| | | | | |
Commercial Banks — 0.7% | | | |
1,620,000 | | Russian Agricultural Bank, Notes, 7.175% due 5/16/13 (b) | | 1,676,700 | |
| | | | | |
Commercial Services & Supplies — 1.0% | | | |
275,000 | | Allied Security Escrow Corp., Senior Subordinated Notes, 11.375% due 7/15/11 | | 272,938 | |
| | Allied Waste North America Inc., Senior Notes, Series B: | | | |
200,000 | | 9.250% due 9/1/12 | | 215,000 | |
175,000 | | 7.250% due 3/15/15 | | 172,813 | |
350,000 | | Brand Services Inc., Senior Notes, 12.000% due 10/15/12 | | 394,863 | |
639,000 | | DynCorp International LLC/DIV Capital Corporation, Senior Subordinated Notes, 9.500% due 2/15/13 | | 662,962 | |
2,000,000 | | Safety-Kleen Services Inc., Senior Subordinated Notes, 9.250% due 6/1/08 (c)(d) | | 2,000 | |
795,000 | | Windstream Corp., Senior Notes, 8.625% due 8/1/16 (b) | | 844,687 | |
| | Total Commercial Services & Supplies | | 2,565,263 | |
See Notes to Financial Statements.
6 Salomon Brothers Global Partners Income Fund Inc. 2006 Annual Report
Schedule of Investments (August 31, 2006) (continued)
Face Amount
| | Security(a) | | Value | |
| | | | | |
Communications Equipment — 0.6% | | | |
$ | 1,725,000 | | Lucent Technologies Inc., Debentures, 6.450% due 3/15/29 | | $ | 1,479,187 | |
| | | |
Consumer Finance — 2.5% | | | |
| | Ford Motor Credit Co.: | | | |
| | Notes: | | | |
100,000 | | 7.875% due 6/15/10 | | 98,361 | |
830,000 | | 7.000% due 10/1/13 | | 775,687 | |
| | Senior Notes: | | | |
862,000 | | 10.486% due 6/15/11 (b)(e) | | 912,590 | |
90,000 | | 9.875% due 8/10/11 | | 94,123 | |
| | General Motors Acceptance Corp., Notes: | | | |
3,225,000 | | 8.000% due 11/1/31 | | 3,268,325 | |
1,300,000 | | 6.875% due 8/28/12 | | 1,270,594 | |
| | Total Consumer Finance | | 6,419,680 | |
| | | | | |
Containers & Packaging — 1.3% | | | |
525,000 | | Berry Plastics Corp., Senior Subordinated Notes, 10.750% due 7/15/12 | | 574,875 | |
660,000 | | Graham Packaging Co. Inc., Senior Subordinated Notes, 9.875% due 10/15/14 | | 638,550 | |
| | Graphic Packaging International Corp.: | | | |
195,000 | | Senior Notes, 8.500% due 8/15/11 | | 198,900 | |
555,000 | | Senior Subordinated Notes, 9.500% due 8/15/13 | | 560,550 | |
| | Owens-Brockway Glass Container Inc., Senior Notes: | | | |
75,000 | | 8.250% due 5/15/13 | | 76,312 | |
525,000 | | 6.750% due 12/1/14 | | 490,875 | |
175,000 | | Owens-Illinois Inc., Debentures, 7.500% due 5/15/10 | | 174,125 | |
260,000 | | Plastipak Holdings Inc., Senior Notes, 8.500% due 12/15/15 (b) | | 260,000 | |
130,000 | | Pliant Corp., Senior Secured Second Lien Notes, 11.125% due 9/1/09 | | 126,100 | |
325,000 | | Radnor Holdings Corp., Senior Notes, 11.000% due 3/15/10 (d) | | 79,625 | |
100,000 | | Tekni-Plex Inc., Senior Subordinated Notes, Series B, 12.750% due 6/15/10 | | 72,500 | |
| | Total Containers & Packaging | | 3,252,412 | |
| | | | | |
Diversified Consumer Services — 0.8% | | | |
345,000 | | Education Management LLC/Education Management Corp., Senior Notes, 8.750% due 6/1/14 (b) | | 343,275 | |
| | Hertz Corp.: | | | |
450,000 | | Senior Notes, 8.875% due 1/1/14 (b) | | 469,125 | |
1,170,000 | | Senior Subordinated Notes, 10.500% due 1/1/16 (b) | | 1,266,525 | |
| | Total Diversified Consumer Services | | 2,078,925 | |
| | | | | |
Diversified Financial Services — 2.2% | | | |
308,000 | | Alamosa Delaware Inc., Senior Notes, 11.000% due 7/31/10 | | 338,030 | |
450,000 | | Basell AF SCA, Senior Subordinated Notes, 8.375% due 8/15/15 (b) | | 452,812 | |
335,000 | | CCM Merger Inc., Notes, 8.000% due 8/1/13 (b) | | 322,438 | |
| | Citisteel USA Inc., Senior Secured Notes: | | | |
225,000 | | 12.490% due 9/1/10 (e) | | 232,313 | |
140,000 | | 15.000% due 10/1/10 (b)(f) | | 150,500 | |
490,000 | | El Paso Performance-Linked Trust, Notes, 7.750% due 7/15/11 (b) | | 501,637 | |
| | | | | | | |
See Notes to Financial Statements.
Salomon Brothers Global Partners Income Fund Inc. 2006 Annual Report 7
Schedule of Investments (August 31, 2006) (continued)
Face Amount
| | Security(a) | | Value | |
| | | | | |
Diversified Financial Services — 2.2% (continued) | | | |
$ | 340,000 | | Hughes Network Systems LLC/HNS Finance Corp., Senior Notes, 9.500% due 4/15/14 (b) | | $ | 346,800 | |
315,000 | | Sarawak International Inc., Senior Bonds, 5.500% due 8/3/15 | | 303,886 | |
507,000 | | Targeted Return Index Securities (TRAINS), Secured Notes, Series HY-1-2006, 7.548% due 5/1/16 (b) | | 503,607 | |
760,000 | | TNK-BP Finance SA, 7.500% due 7/18/16 (b) | | 790,168 | |
230,000 | | UCAR Finance Inc., Senior Notes, 10.250% due 2/15/12 | | 242,650 | |
270,000 | | UGS Corp., Senior Subordinated Notes, 10.000% due 6/1/12 | | 291,600 | |
600,000 | | Vanguard Health Holdings Co. I LLC, Senior Discount Notes, step bond to yield 10.044% due 10/1/15 | | 435,000 | |
755,000 | | Vanguard Health Holdings Co. II LLC, Senior Subordinated Notes, 9.000% due 10/1/14 | | 736,125 | |
| | Total Diversified Financial Services | | 5,647,566 | |
| | | | | |
Diversified Telecommunication Services — 3.7% | | | |
| | Cincinnati Bell Inc.: | | | |
580,000 | | Senior Notes, 7.000% due 2/15/15 | | 568,400 | |
105,000 | | Senior Subordinated Notes, 8.375% due 1/15/14 | | 105,919 | |
35,000 | | Cincinnati Bell Telephone Co., Senior Debentures, 6.300% due 12/1/28 | | 30,100 | |
445,000 | | Citizens Communications Co., Senior Notes, 9.000% due 8/15/31 | | 471,700 | |
670,000 | | Hawaiian Telcom Communications Inc., Senior Subordinated Notes, Series B, 12.500% due 5/1/15 | | 688,425 | |
600,000 | | Insight Midwest LP/Insight Capital Inc., Senior Notes, 10.500% due 11/1/10 | | 633,000 | |
| | Intelsat Bermuda Ltd., Senior Notes: | | | |
485,000 | | 9.250% due 6/15/16 (b) | | 506,825 | |
975,000 | | 11.250% due 6/15/16 (b) | | 1,015,219 | |
230,000 | | Intelsat Ltd., Notes, 7.625% due 4/15/12 | | 200,675 | |
340,000 | | Nordic Telephone Co. Holdings, Senior Notes, 8.875% due 5/1/16 (b) | | 355,300 | |
310,000 | | NTL Cable PLC, Senior Notes, 9.125% due 8/15/16 | | 322,400 | |
195,000 | | PanAmSat Corp., Senior Notes, 9.000% due 8/15/14 | | 199,388 | |
| | Qwest Communications International Inc., Senior Notes: | | | |
60,000 | | 7.500% due 2/15/14 | | 59,775 | |
285,000 | | Series B, 7.500% due 2/15/14 | | 283,931 | |
| | Qwest Corp.: | | | |
1,460,000 | | Debentures, 6.875% due 9/15/33 | | 1,314,000 | |
995,000 | | Notes, 8.875% due 3/15/12 | | 1,082,062 | |
800,000 | | Southwestern Bell Telephone Co., Debentures, 7.000% due 11/15/27 | | 805,790 | |
845,000 | | Telcordia Technologies Inc., Senior Subordinated Notes, 10.000% due 3/15/13 (b) | | 678,112 | |
75,000 | | Wind Acquisition Finance SA, Senior Bond, 10.750% due 12/1/15 (b) | | 81,844 | |
| | Total Diversified Telecommunication Services | | 9,402,865 | |
| | | | | |
Electric Utilities — 0.8% | | | |
| | Enersis SA, Notes: | | | |
1,247,000 | | 7.375% due 1/15/14 | | 1,315,756 | |
472,000 | | 7.400% due 12/1/16 | | 501,479 | |
192,050 | | Midwest Generation LLC, Pass-Through Certificates, Series B, 8.560% due 1/2/16 | | 204,173 | |
| | Total Electric Utilities | | 2,021,408 | |
| | | | | | | |
See Notes to Financial Statements.
8 Salomon Brothers Global Partners Income Fund Inc. 2006 Annual Report
Schedule of Investments (August 31, 2006) (continued)
Face Amount
| | Security(a) | | Value | |
| | | | | |
Energy Equipment & Services — 0.4% | | | |
$ | 235,000 | | Allis-Chalmers Energy Inc., Senior Notes, 9.000% due 1/15/14 (b) | | $ | 240,288 | |
507,000 | | Dresser-Rand Group Inc., Senior Subordinated Notes, 7.375% due 11/1/14 | | 490,522 | |
100,000 | | GulfMark Offshore Inc., Senior Notes, 7.750% due 7/15/14 | | 100,000 | |
80,000 | | Pride International Inc., Senior Notes, 7.375% due 7/15/14 | | 81,800 | |
| | Total Energy Equipment & Services | | 912,610 | |
| | | | | |
Food Products — 0.5% | | | |
800,000 | | Dole Food Co. Inc., Senior Notes, 7.250% due 6/15/10 | | 754,000 | |
625,000 | | Pinnacle Foods Holding Corp., Senior Subordinated Notes, 8.250% due 12/1/13 | | 617,187 | |
| | Total Food Products | | 1,371,187 | |
| | | | | |
Health Care Providers & Services — 2.6% | | | |
600,000 | | AmeriPath Inc., Senior Subordinated Notes, 10.500% due 4/1/13 | | 637,500 | |
855,000 | | DaVita Inc., Senior Subordinated Notes, 7.250% due 3/15/15 | | 842,175 | |
210,000 | | Extendicare Health Services Inc., Senior Notes, 9.500% due 7/1/10 | | 220,500 | |
| | HCA Inc.: | | | |
| | Debentures: | | | |
400,000 | | 7.500% due 12/15/23 | | 307,696 | |
230,000 | | 7.500% due 11/15/95 | | 158,233 | |
110,000 | | Medium-Term Notes, 7.750% due 7/15/36 | | 82,474 | |
125,000 | | Notes, 7.690% due 6/15/25 | | 97,223 | |
| | Senior Notes: | | | |
875,000 | | 6.375% due 1/15/15 | | 697,813 | |
125,000 | | 6.500% due 2/15/16 | | 99,063 | |
975,000 | | IASIS Healthcare LLC/IASIS Capital Corp., Senior Subordinated Notes, 8.750% due 6/15/14 | | 933,562 | |
| | Tenet Healthcare Corp., Senior Notes: | | | |
750,000 | | 7.375% due 2/1/13 | | 671,250 | |
1,000,000 | | 9.875% due 7/1/14 | | 980,000 | |
370,000 | | 6.875% due 11/15/31 | | 282,125 | |
725,000 | | Triad Hospitals Inc., Senior Subordinated Notes, 7.000% due 11/15/13 | | 696,000 | |
| | Total Health Care Providers & Services | | 6,705,614 | |
| | | | | |
Hotels, Restaurants & Leisure — 4.2% | | | |
400,000 | | Boyd Gaming Corp., Senior Subordinated Notes, 6.750% due 4/15/14 | | 379,000 | |
425,000 | | Caesars Entertainment Inc., Senior Subordinated Notes, 8.875% due 9/15/08 | | 446,781 | |
125,000 | | Carrols Corp., Senior Subordinated Notes, 9.000% due 1/15/13 | | 123,125 | |
325,000 | | Choctaw Resort Development Enterprise, Senior Notes, 7.250% due 11/15/19 (b) | | 320,125 | |
675,000 | | Denny’s Holdings Inc., Senior Notes, 10.000% due 10/1/12 | | 683,437 | |
575,000 | | Herbst Gaming Inc., Senior Subordinated Notes, 7.000% due 11/15/14 | | 556,312 | |
550,000 | | Hilton Hotels Corp., Notes, 7.625% due 12/1/12 | | 584,267 | |
650,000 | | Inn of the Mountain Gods Resort & Casino, Senior Notes, 12.000% due 11/15/10 | | 659,750 | |
700,000 | | Isle of Capri Casinos Inc., Senior Subordinated Notes, 7.000% due 3/1/14 | | 668,500 | |
265,000 | | Kerzner International Ltd., Senior Subordinated Notes, 6.750% due 10/1/15 | | 284,875 | |
550,000 | | Las Vegas Sands Corp., Senior Notes, 6.375% due 2/15/15 | | 514,250 | |
| | MGM MIRAGE Inc., Senior Notes: | | | |
400,000 | | 6.750% due 9/1/12 | | 391,000 | |
300,000 | | 6.625% due 7/15/15 | | 283,875 | |
| | | | | | | |
See Notes to Financial Statements.
Salomon Brothers Global Partners Income Fund Inc. 2006 Annual Report 9
Schedule of Investments (August 31, 2006) (continued)
Face Amount
| | Security(a) | | Value | |
| | | | | |
Hotels, Restaurants & Leisure — 4.2% (continued) | | | |
| | | Mohegan Tribal Gaming Authority, Senior Subordinated Notes: | | | | |
$ | 375,000 | | 7.125% due 8/15/14 | | $ | 367,500 | |
375,000 | | 6.875% due 2/15/15 | | 360,000 | |
700,000 | | Penn National Gaming Inc., Senior Subordinated Notes, 6.750% due 3/1/15 | | 677,250 | |
675,000 | | Pinnacle Entertainment Inc., Senior Subordinated Notes, 8.250% due 3/15/12 | | 681,750 | |
610,000 | | Pokagon Gaming Authority, Senior Notes, 10.375% due 6/15/14 (b) | | 648,125 | |
40,000 | | River Rock Entertainment Authority, Senior Notes, 9.750% due 11/1/11 | | 42,550 | |
525,000 | | Sbarro Inc., Senior Notes, 11.000% due 9/15/09 | | 534,188 | |
700,000 | | Starwood Hotels & Resorts Worldwide Inc., Senior Notes, 7.875% due 5/1/12 | | 761,250 | |
| | Station Casinos Inc.: | | | |
195,000 | | Senior Notes, 7.750% due 8/15/16 | | 202,069 | |
| | Senior Subordinated Notes: | | | |
475,000 | | 6.500% due 2/1/14 | | 445,313 | |
125,000 | | 6.625% due 3/15/18 | | 112,188 | |
| | Total Hotels, Restaurants & Leisure | | 10,727,480 | |
| | | | | |
Household Durables — 1.4% | | | |
55,000 | | American Greetings Corp., Senior Notes, 7.375% due 6/1/16 | | 55,619 | |
| | Beazer Homes USA Inc., Senior Notes: | | | |
50,000 | | 6.875% due 7/15/15 | | 44,750 | |
295,000 | | 8.125% due 6/15/16 (b) | | 283,200 | |
1,250,000 | | Holt Group Inc., Senior Notes, 9.750% due 1/15/06 (c)(d)(g) | | 0 | |
675,000 | | Interface Inc., Senior Subordinated Notes, 9.500% due 2/1/14 | | 696,937 | |
| | K Hovnanian Enterprises Inc., Senior Notes: | | | |
465,000 | | 7.500% due 5/15/16 | | 430,125 | |
615,000 | | 8.625% due 1/15/17 | | 603,469 | |
190,000 | | Norcraft Cos. LP/Norcraft Finance Corp., Senior Subordinated Notes, 9.000% due 11/1/11 | | 191,900 | |
295,000 | | Norcraft Holdings LP/Norcraft Capital Corp., Senior Discount Notes, step bond to yield 9.580% due 9/1/12 | | 240,425 | |
600,000 | | Sealy Mattress Co., Senior Subordinated Notes, 8.250% due 6/15/14 | | 609,000 | |
374,000 | | Tempur-Pedic Inc./Tempur Production USA Inc., Senior Subordinated Notes, 10.250% due 8/15/10 | | 393,635 | |
| | Total Household Durables | | 3,549,060 | |
| | | | | |
Household Products — 0.4% | | | |
| | Nutro Products Inc.: | | | |
75,000 | | Senior Notes, 9.230% due 10/15/13 (b)(e) | | 77,625 | |
205,000 | | Senior Subordinated Notes, 10.750% due 4/15/14 (b) | | 217,300 | |
| | Spectrum Brands Inc., Senior Subordinated Notes: | | | |
380,000 | | 8.500% due 10/1/13 | | 317,775 | |
107,000 | | 7.375% due 2/1/15 | | 83,460 | |
325,000 | | Visant Holding Corp., Senior Notes, 8.750% due 12/1/13 (b) | | 320,125 | |
| | Total Household Products | | 1,016,285 | |
See Notes to Financial Statements.
10 Salomon Brothers Global Partners Income Fund Inc. 2006 Annual Report
Schedule of Investments (August 31, 2006) (continued)
Face Amount
| | Security(a) | | Value | |
| | | | | |
Independent Power Producers & Energy Traders — 3.0% | | | |
$ | 155,000 | | AES China Generating Co., Ltd., Class A, 8.250% due 6/26/10 | | $ | 152,868 | |
| | AES Corp.: | | | |
| | Senior Notes: | | | |
400,000 | | 8.750% due 6/15/08 | | 418,000 | |
175,000 | | 9.500% due 6/1/09 | | 188,125 | |
300,000 | | 9.375% due 9/15/10 | | 325,500 | |
90,000 | | 8.875% due 2/15/11 | | 96,750 | |
370,000 | | 7.750% due 3/1/14 | | 382,950 | |
130,000 | | Senior Secured Notes, 9.000% due 5/15/15 (b) | | 140,888 | |
375,000 | | Calpine Generating Co. LLC, Senior Secured Notes, 14.120% due 4/1/11 (d)(e) | | 402,188 | |
| | Dynegy Holdings Inc., Senior Debentures: | | | |
800,000 | | 7.125% due 5/15/18 | | 710,000 | |
750,000 | | 7.625% due 10/15/26 | | 665,625 | |
| | Edison Mission Energy, Senior Notes: | | | |
1,100,000 | | 7.730% due 6/15/09 | | 1,130,250 | |
70,000 | | 7.500% due 6/15/13 (b) | | 70,350 | |
460,000 | | 7.750% due 6/15/16 (b) | | 462,300 | |
950,000 | | Mirant North America LLC, Senior Notes, 7.375% due 12/31/13 | | 945,250 | |
| | NRG Energy Inc., Senior Notes: | | | |
275,000 | | 7.250% due 2/1/14 | | 272,250 | |
1,355,000 | | 7.375% due 2/1/16 | | 1,338,062 | |
| | Total Independent Power Producers & Energy Traders | | 7,701,356 | |
| | | | | |
Industrial Conglomerates — 0.3% | | | |
342,000 | | Koppers Inc., Senior Notes, 9.875% due 10/15/13 | | 371,925 | |
500,000 | | Moll Industries Inc., Senior Subordinated Notes, 10.500% due 7/1/08 (c)(d)(g) | | 0 | |
450,000 | | Sequa Corp., Senior Notes, 9.000% due 8/1/09 | | 477,000 | |
| | Total Industrial Conglomerates | | 848,925 | |
| | | | | |
Insurance — 0.3% | | | |
770,000 | | Crum & Forster Holdings Corp., Senior Notes, 10.375% due 6/15/13 | | 770,000 | |
| | | | | |
Internet & Catalog Retail — 0.3% | | | |
115,000 | | Brookstone Co. Inc., Senior Secured Notes, 12.000% due 10/15/12 | | 105,225 | |
656,000 | | FTD Inc., Senior Subordinated Notes, 7.750% due 2/15/14 | | 642,880 | |
| | Total Internet & Catalog Retail | | 748,105 | |
| | | | | |
IT Services — 0.5% | | | |
| | Sungard Data Systems Inc.: | | | |
475,000 | | Senior Notes, 9.125% due 8/15/13 | | 492,813 | |
810,000 | | Senior Subordinated Notes, 10.250% due 8/15/15 | | 831,262 | |
| | Total IT Services | | 1,324,075 | |
| | | | | |
Leisure Equipment & Products — 0.1% | | | |
305,000 | | Warner Music Group, Senior Subordinated Notes, 7.375% due 4/15/14 | | 295,088 | |
| | | | | | | |
See Notes to Financial Statements.
Salomon Brothers Global Partners Income Fund Inc. 2006 Annual Report 11
Schedule of Investments (August 31, 2006) (continued)
Face Amount
| | Security(a) | | Value | |
| | | | | |
Machinery — 0.5% | | | |
| | | Case New Holland Inc., Senior Notes: | | | | |
$ | 300,000 | | 9.250% due 8/1/11 | | $ | 319,500 | |
50,000 | | 7.125% due 3/1/14 | | 49,625 | |
235,000 | | Commercial Vehicle Group Inc., Senior Notes, 8.000% due 7/1/13 | | 225,013 | |
211,000 | | Invensys PLC, Senior Notes, 9.875% due 3/15/11 (b) | | 228,935 | |
130,000 | | Mueller Group Inc., Senior Subordinated Notes, 10.000% due 5/1/12 | | 142,350 | |
406,000 | | Mueller Holdings Inc., Discount Notes, step bond to yield 14.871% due 4/15/14 | | 359,310 | |
| | Total Machinery | | 1,324,733 | |
| | | | | |
Media — 6.8% | | | |
715,000 | | Affinion Group Inc., Senior Notes, 10.125% due 10/15/13 (b) | | 745,387 | |
| | AMC Entertainment Inc.: | | | |
80,000 | | Senior Notes, Series B, 8.625% due 8/15/12 | | 82,400 | |
810,000 | | Senior Subordinated Notes, 11.000% due 2/1/16 | | 883,912 | |
125,000 | | Barrington Broadcasting Group LLC/Barrington Broadcasting Capital Corp., Senior Subordinated Notes, 10.500% due 8/15/14 (b) | | 123,125 | |
525,895 | | CanWest Media Inc., Senior Subordinated Notes, 8.000% due 9/15/12 | | 511,433 | |
650,000 | | CCH I Holdings LLC/CCH I Holding Capital Corp., Senior Notes, 11.750% due 5/15/14 | | 445,250 | |
780,000 | | CCH I LLC/CCH Capital Corp., Senior Secured Notes, 11.000% due 10/1/15 | | 696,150 | |
680,000 | | CCH II LLC/CCH II Capital Corp., Senior Notes, 10.250% due 9/15/10 | | 691,900 | |
| | Charter Communications Holdings LLC/Charter Communications Holdings Capital Corp., Senior Notes: | | | |
220,000 | | 8.625% due 4/1/09 | | 201,850 | |
120,000 | | 10.750% due 10/1/09 | | 110,400 | |
240,000 | | Charter Communications Holdings LLC/Charter Communications Holdings II Capital Corp., Senior Notes, 9.625% due 11/15/09 | | 219,600 | |
300,000 | | Charter Communications Operating LLC, Second Lien Senior Notes, 8.375% due 4/30/14 (b) | | 304,500 | |
115,000 | | CMP Susquehanna Corp., Senior Subordinated Notes, 9.875% due 5/15/14 (b) | | 107,813 | |
| | CSC Holdings Inc.: | | | |
900,000 | | Debentures, Series B, 8.125% due 8/15/09 | | 933,750 | |
| | Senior Debentures: | | | |
70,000 | | 7.875% due 2/15/18 | | 71,925 | |
75,000 | | 7.625% due 7/15/18 | | 76,031 | |
| | Senior Notes: | | | |
50,000 | | Series B, 7.625% due 4/1/11 | | 51,375 | |
375,000 | | Series WI, 7.250% due 4/15/12 | | 370,313 | |
635,000 | | Dex Media West LLC/Dex Media Finance Co., Senior Subordinated Notes, Series B, 9.875% due 8/15/13 | | 685,006 | |
| | DIRECTV Holdings LLC/DIRECTV Financing Co. Inc., Senior Notes: | | | |
325,000 | | 8.375% due 3/15/13 | | 342,875 | |
495,000 | | 6.375% due 6/15/15 | | 465,300 | |
| | EchoStar DBS Corp., Senior Notes: | | | |
450,000 | | 6.625% due 10/1/14 | | 433,688 | |
1,290,000 | | 7.125% due 2/1/16 (b) | | 1,262,587 | |
See Notes to Financial Statements.
12 Salomon Brothers Global Partners Income Fund Inc. 2006 Annual Report
Schedule of Investments (August 31, 2006) (continued)
Face Amount
| | Security(a) | | Value | |
| | | | | |
Media — 6.8% (continued) | | | |
$ | 445,000 | | Houghton Mifflin Co., Senior Discount Notes, step bond to yield 11.202% due 10/15/13 | | $ | 374,913 | |
300,000 | | Interep National Radio Sales Inc., Senior Subordinated Notes, Series B, 10.000% due 7/1/08 | | 258,000 | |
395,000 | | Kabel Deutschland GMBH, Senior Notes, 10.625% due 7/1/14 (b) | | 424,625 | |
675,000 | | Lamar Media Corp., Senior Subordinated Notes, 6.625% due 8/15/15 | | 636,188 | |
650,000 | | LodgeNet Entertainment Corp., Senior Subordinated Notes, 9.500% due 6/15/13 | | 700,375 | |
50,000 | | Mediacom Broadband LLC/Mediacom Broadband Corp., Senior Notes, 8.500% due 10/15/15 | | 49,750 | |
455,000 | | Primedia Inc., Senior Notes, 8.875% due 5/15/11 | | 443,625 | |
200,000 | | Quebecor Media Inc., Senior Notes, 7.750% due 3/15/16 | | 199,000 | |
| | R.H. Donnelley Corp.: | | | |
| | Senior Discount Notes: | | | |
100,000 | | Series A-1, 6.875% due 1/15/13 | | 90,250 | |
200,000 | | Series A-2, 6.875% due 1/15/13 | | 180,500 | |
650,000 | | Senior Notes, Series A-3, 8.875% due 1/15/16 | | 643,500 | |
100,000 | | R.H. Donnelley Finance Corp. I, Senior Subordinated Notes, 10.875% due 12/15/12 (b) | | 110,000 | |
225,000 | | R.H. Donnelley Inc., Senior Subordinated Notes, 10.875% due 12/15/12 | | 247,500 | |
375,000 | | Radio One Inc., Senior Subordinated Notes, Series B, 8.875% due 7/1/11 | | 382,500 | |
| | Rainbow National Services LLC: | | | |
760,000 | | Senior Notes, 8.750% due 9/1/12 (b) | | 805,600 | |
100,000 | | Senior Subordinated Debentures, 10.375% due 9/1/14 (b) | | 111,875 | |
| | Rogers Cable Inc.: | | | |
260,000 | | Secured Notes, 5.500% due 3/15/14 | | 242,125 | |
200,000 | | Senior Secured Notes, 6.250% due 6/15/13 | | 195,750 | |
140,000 | | Senior Secured Second Priority Notes, 6.750% due 3/15/15 | | 139,650 | |
660,000 | | Sinclair Broadcast Group Inc., Senior Subordinated Notes, 8.000% due 3/15/12 | | 671,550 | |
90,000 | | Vertis Inc., Senior Secured Second Lien Notes, 9.750% due 4/1/09 | | 91,575 | |
125,000 | | Videotron Ltee., Senior Notes, 6.375% due 12/15/15 | | 117,656 | |
| | XM Satellite Radio Inc., Senior Notes: | | | |
150,000 | | 9.989% due 5/1/13 (b)(e) | | 140,625 | |
340,000 | | 9.750% due 5/1/14 (b) | | 321,300 | |
| | Total Media | | 17,395,002 | |
| | | | | |
Metals & Mining — 1.5% | | | |
50,000 | | Chaparral Steel Co., Senior Notes, 10.000% due 7/15/13 | | 55,500 | |
600,000 | | Corporacion Nacional del Cobre-Codelco, Notes, 5.500% due 10/15/13 (b) | | 595,238 | |
315,000 | | International Steel Group Inc., Senior Notes, 6.500% due 4/15/14 | | 300,825 | |
180,000 | | IPSCO Inc., Senior Notes, 8.750% due 6/1/13 | | 193,050 | |
910,000 | | Metals USA Inc., Senior Secured Notes, 11.125% due 12/1/15 (b) | | 1,007,825 | |
90,000 | | PNA Group Inc., Senior Notes, 10.750% due 9/1/16 (b) | | 92,250 | |
345,000 | | RathGibson Inc., Senior Notes, 11.250% due 2/15/14 (b) | | 357,075 | |
| | Vale Overseas Ltd., Notes: | | | |
450,000 | | 6.250% due 1/11/16 | | 448,875 | |
801,000 | | 8.250% due 1/17/34 | | 926,356 | |
| | Total Metals & Mining | | 3,976,994 | |
| | | | | | | |
See Notes to Financial Statements.
Salomon Brothers Global Partners Income Fund Inc. 2006 Annual Report 13
Schedule of Investments (August 31, 2006) (continued)
Face Amount
| | Security(a) | | Value | |
| | | | | |
Multiline Retail — 0.6% | | | |
$ | 350,000 | | Harry & David Operations, Senior Notes, 9.000% due 3/1/13 | | $ | 322,000 | |
795,000 | | Neiman Marcus Group Inc., Senior Subordinated Notes, 10.375% due 10/15/15 | | 854,625 | |
225,000 | | Saks Inc., Notes, 9.875% due 10/1/11 | | 244,687 | |
| | Total Multiline Retail | | 1,421,312 | |
| | | | | |
Office Electronics — 0.3% | | | |
700,000 | | Xerox Capital Trust I Exchange Capital Securities, 8.000% due 2/1/27 | | 721,875 | |
| | | | | |
Oil, Gas & Consumable Fuels — 6.8% | | | |
735,000 | | Belden & Blake Corp., Secured Notes, 8.750% due 7/15/12 | | 757,050 | |
| | Chesapeake Energy Corp., Senior Notes: | | | |
1,390,000 | | 6.625% due 1/15/16 | | 1,341,350 | |
100,000 | | 6.875% due 1/15/16 | | 97,500 | |
170,000 | | 6.500% due 8/15/17 | | 158,525 | |
812,000 | | Cimarex Energy Co., Senior Notes, 9.600% due 3/15/12 | | 862,750 | |
120,000 | | Colorado Interstate Gas Co., Senior Notes, 6.800% due 11/15/15 | | 119,528 | |
165,000 | | Compagnie Generale de Geophysique SA, Senior Notes, 7.500% due 5/15/15 | | 165,000 | |
| | El Paso Corp.: | | | |
| | Medium-Term Notes: | | | |
675,000 | | 7.800% due 8/1/31 | | 680,062 | |
875,000 | | 7.750% due 1/15/32 | | 883,750 | |
825,000 | | Notes, 7.875% due 6/15/12 | | 855,937 | |
350,000 | | Enterprise Products Operating LP, Junior Subordinated Notes, 8.375% due 8/1/66 (e) | | 365,479 | |
670,000 | | EXCO Resources Inc., Senior Notes, 7.250% due 1/15/11 | | 654,925 | |
450,000 | | Hanover Equipment Trust, Secured Notes, 8.750% due 9/1/11 | | 470,250 | |
375,000 | | Inergy LP/Inergy Finance Corp., Senior Notes, 8.250% due 3/1/16 | | 387,188 | |
810,000 | | International Coal Group Inc., Senior Notes, 10.250% due 7/15/14 (b) | | 840,375 | |
260,000 | | Mariner Energy Inc., Senior Notes, 7.500% due 4/15/13 (b) | | 254,150 | |
70,000 | | Northwest Pipelines Corp., Senior Notes, 7.000% due 6/15/16 (b) | | 71,138 | |
75,000 | | OMI Corp., Senior Notes, 7.625% due 12/1/13 | | 75,375 | |
300,000 | | Parker Drilling Co., Senior Notes, 9.625% due 10/1/13 | | 328,500 | |
1,200,000 | | Pemex Project Funding Master Trust, 6.125% due 8/15/08 | | 1,207,800 | |
340,000 | | Petrohawk Energy Corp., Senior Notes, 9.125% due 7/15/13 (b) | | 347,650 | |
1,500,000 | | Petronas Capital Ltd., Notes, 7.875% due 5/22/22 (b) | | 1,793,832 | |
1,010,000 | | Petrozuata Finance Inc., 8.220% due 4/1/17 | | 1,015,050 | |
400,000 | | Pogo Producing Co., Senior Subordinated Notes, 7.875% due 5/1/13 (b) | | 410,000 | |
450,000 | | Quicksilver Resources Inc., Senior Subordinated Notes, 7.125% due 4/1/16 | | 432,000 | |
30,000 | | SESI LLC, Senior Notes, 6.875% due 6/1/14 (b) | | 29,550 | |
200,000 | | Swift Energy Co., Senior Subordinated Notes, 9.375% due 5/1/12 | | 212,000 | |
725,000 | | Whiting Petroleum Corp., Senior Subordinated Notes, 7.000% due 2/1/14 | | 717,750 | |
| | Williams Cos. Inc.: | | | |
| | Notes: | | | |
1,400,000 | | 7.875% due 9/1/21 | | 1,431,500 | |
260,000 | | 8.750% due 3/15/32 | | 281,450 | |
300,000 | | Senior Notes, 7.625% due 7/15/19 | | 306,000 | |
| | Total Oil, Gas & Consumable Fuels | | 17,553,414 | |
| | | | | | | |
See Notes to Financial Statements.
14 Salomon Brothers Global Partners Income Fund Inc. 2006 Annual Report
Schedule of Investments (August 31, 2006) (continued)
Face Amount
| | Security(a) | | Value | |
| | | | | |
Paper & Forest Products — 0.9% | | | |
$ | 125,000 | | Abitibi-Consolidated Inc., Notes, 7.750% due 6/15/11 | | $ | 115,938 | |
735,000 | | Appleton Papers Inc., Senior Subordinated Notes, Series B, 9.750% due 6/15/14 | | 729,487 | |
115,000 | | Domtar Inc., Notes, 5.375% due 12/1/13 | | 98,900 | |
| | NewPage Corp.: | | | |
115,000 | | Senior Secured Notes, 11.739% due 5/1/12 (e) | | 124,775 | |
300,000 | | Senior Subordinated Notes, 12.000% due 5/1/13 | | 311,250 | |
140,000 | | P.H. Glatfelter, Senior Notes, 7.125% due 5/1/16 (b) | | 138,710 | |
600,000 | | Smurfit Capital Funding PLC, Debentures, 7.500% due 11/20/25 | | 549,000 | |
| | Verso Paper Holdings LLC: | | | |
175,000 | | Senior Secured Notes, 9.125% due 8/1/14 (b) | | 175,000 | |
175,000 | | Senior Subordinated Notes, 11.375% due 8/1/16 (b) | | 174,125 | |
| | Total Paper & Forest Products | | 2,417,185 | |
| | | | | |
Personal Products — 0.1% | | | |
335,000 | | Playtex Products Inc., Senior Secured Notes, 8.000% due 3/1/11 | | 350,075 | |
| | | | | |
Pharmaceuticals — 0.6% | | | |
720,000 | | Leiner Health Products Inc., Senior Subordinated Notes, 11.000% due 6/1/12 | | 687,600 | |
775,000 | | Valeant Pharmaceuticals International, Senior Notes, 7.000% due 12/15/11 | | 732,375 | |
| | Total Pharmaceuticals | | 1,419,975 | |
| | | | | |
Real Estate Investment Trusts (REITs) — 0.7% | | | |
290,000 | | Felcor Lodging LP, Senior Notes, 8.500% due 6/1/11 | | 308,125 | |
20,000 | | Forest City Enterprises Inc., Senior Notes, 7.625% due 6/1/15 | | 20,250 | |
| | Host Marriott LP: | | | |
| | Senior Notes: | | | |
125,000 | | Series I, 9.500% due 1/15/07 | | 127,031 | |
1,025,000 | | Series O, 6.375% due 3/15/15 | | 989,125 | |
125,000 | | Series Q, 6.750% due 6/1/16 | | 121,875 | |
275,000 | | Kimball Hill Inc., Senior Subordinated Notes, 10.500% due 12/15/12 | | 237,188 | |
115,000 | | Ventas Realty LP/Ventas Capital Corp., Senior Notes, 6.500% due 6/1/16 | | 113,850 | |
| | Total Real Estate Investment Trusts (REITs) | | 1,917,444 | |
| | | | | |
Road & Rail — 0.4% | | | |
330,000 | | Avis Budget Car Rental LLC/Avis Budget Finance Inc., Senior Notes, 7.905% due 5/15/14 (b)(e) | | 324,225 | |
| | Grupo Transportacion Ferroviaria Mexicana SA de CV, Senior Notes: | | | |
100,000 | | 10.250% due 6/15/07 | | 102,500 | |
510,000 | | 9.375% due 5/1/12 | | 542,513 | |
30,000 | | 12.500% due 6/15/12 | | 33,450 | |
| | Total Road & Rail | | 1,002,688 | |
| | | | | |
Semiconductors & Semiconductor Equipment — 0.2% | | | |
620,000 | | MagnaChip Semiconductor, Senior Subordinated Notes, 8.000% due 12/15/14 | | 399,900 | |
| | | | | |
Software — 0.3% | | | |
335,000 | | Activant Solutions Inc., Senior Subordinated Notes, 9.500% due 5/1/16 (b) | | 315,738 | |
490,000 | | UGS Capital Corp. II, Senior Subordinated Notes, 10.380% due 6/1/11 (b)(e)(f) | | 496,125 | |
| | Total Software | | 811,863 | |
| | | | | | | |
See Notes to Financial Statements.
Salomon Brothers Global Partners Income Fund Inc. 2006 Annual Report 15
Schedule of Investments (August 31, 2006) (continued)
Face Amount
| | Security(a) | | Value | |
| | | |
Specialty Retail — 1.2% | | | |
| | AutoNation Inc., Senior Notes: | | | |
$ | 125,000 | | 7.507% due 4/15/13 (b)(e) | | $ | 126,250 | |
155,000 | | 7.000% due 4/15/14 (b) | | 153,644 | |
335,000 | | Blockbuster Inc., Senior Subordinated Notes, 9.000% due 9/1/12 | | 311,550 | |
575,000 | | Buffets Inc., Senior Subordinated Notes, 11.250% due 7/15/10 | | 609,500 | |
110,000 | | EPL Finance Corp., Senior Notes, 11.750% due 11/15/13 (b) | | 123,475 | |
230,000 | | Eye Care Centers of America, Senior Subordinated Notes, 10.750% due 2/15/15 | | 247,825 | |
450,000 | | Hines Nurseries Inc., Senior Notes, 10.250% due 10/1/11 | | 402,750 | |
326,000 | | Jafra Cosmetics International Inc., Senior Subordinated Notes, 10.750% due 5/15/11 | | 353,710 | |
375,000 | | PETCO Animal Supplies Inc., Senior Subordinated Notes, 10.750% due 11/1/11 | | 396,562 | |
490,000 | | Suburban Propane Partners LP/Suburban Energy Finance Corp., Senior Notes, 6.875% due 12/15/13 | | 471,625 | |
| | Total Specialty Retail | | 3,196,891 | |
| | | | | |
Textiles, Apparel & Luxury Goods — 0.7% | | | |
980,000 | | Levi Strauss & Co., Senior Notes, 9.750% due 1/15/15 | | 1,019,200 | |
325,000 | | Oxford Industries Inc., Senior Notes, 8.875% due 6/1/11 | | 329,875 | |
120,000 | | Russell Corp., Senior Notes, 9.250% due 5/1/10 | | 125,550 | |
425,000 | | Simmons Co., Senior Discount Notes, 9.995% due 12/15/14 | | 298,562 | |
| | Total Textiles, Apparel & Luxury Goods | | 1,773,187 | |
| | | | | |
Tobacco — 0.1% | | | |
320,000 | | Alliance One International Inc., Senior Notes, 11.000% due 5/15/12 | | 321,600 | |
| | | | | |
Trading Companies & Distributors — 0.7% | | | |
220,000 | | Ashtead Capital Inc., Notes, 9.000% due 8/15/16 (b) | | 225,500 | |
500,000 | | H&E Equipment Services Inc., Senior Notes, 8.375% due 7/15/16 (b) | | 510,000 | |
590,000 | | Penhall International Corp., Senior Secured Notes, 12.000% due 8/1/14 (b) | | 604,750 | |
410,000 | | Transdigm Inc., Senior Subordinated Notes, 7.750% due 7/15/14 (b) | | 408,975 | |
| | Total Trading Companies & Distributors | | 1,749,225 | |
| | | | | |
Wireless Telecommunication Services — 1.4% | | | |
200,000 | | American Tower Corp., Senior Notes, 7.500% due 5/1/12 | | 204,500 | |
2,060,000 | | Nextel Communications Inc., Senior Notes, Series D, 7.375% due 8/1/15 | | 2,121,775 | |
70,000 | | Rogers Wireless Communications Inc., Secured Notes, 7.250% due 12/15/12 | | 72,538 | |
190,000 | | Rogers Wireless Inc., Senior Subordinated Notes, 8.000% due 12/15/12 | | 199,500 | |
510,000 | | Rural Cellular Corp., Senior Notes, 9.875% due 2/1/10 | | 529,125 | |
500,000 | | UbiquiTel Operating Co., Senior Notes, 9.875% due 3/1/11 | | 546,250 | |
| | Total Wireless Telecommunication Services | | 3,673,688 | |
| | TOTAL CORPORATE BONDS & NOTES (Cost — $155,034,676) | | 151,631,256 | |
| | | | | | | |
See Notes to Financial Statements.
16 Salomon Brothers Global Partners Income Fund Inc. 2006 Annual Report
Schedule of Investments (August 31, 2006) (continued)
Face Amount | | Security(a) | | Value | |
| | | |
ASSET-BACKED SECURITY — 0.0% | | | |
Diversified Financial Services — 0.0% | | | |
$ | 987,700 | | Airplanes Pass-Through Trust, Subordinated Notes, Series D, 10.875% due 3/15/19 (c)(d)(g) (Cost — $987,334) | | $ | 0 | |
| | | |
CONVERTIBLE BONDS & NOTES — 0.2% | | | |
Semiconductors & Semiconductor Equipment — 0.1% | | | |
175,000 | | Amkor Technology Inc., Senior Subordinated Bond, 2.500% due 5/15/11 | | 149,406 | |
| | | | | |
Wireless Telecommunication Services — 0.1% | | | |
325,000 | | American Tower Corp., Notes, 5.000% due 2/15/10 | | 325,406 | |
| | TOTAL CONVERTIBLE BONDS & NOTES (Cost — $348,975) | | 474,812 | |
| | | | | |
SOVEREIGN BONDS — 36.9% | | | |
Argentina — 1.7% | | | |
| | Republic of Argentina: | | | |
4,199,250 | | 5.590% due 8/3/12 (e) | | 3,908,587 | |
5,670,000 | | GDP Linked Securities, 0.000% due 12/15/35 (e) | | 544,320 | |
| | Total Argentina | | 4,452,907 | |
| | | | | |
Brazil — 7.8% | | | |
| | Federative Republic of Brazil: | | | |
3,824,000 | | 11.000% due 8/17/40 | | 4,997,012 | |
| | Collective Action Securities: | | | |
2,185,000 | | 8.750% due 2/4/25 | | 2,601,243 | |
11,184,000 | | Notes, 8.000% due 1/15/15 (h) | | 12,294,012 | |
| | Total Brazil | | 19,892,267 | |
| | | | | |
Colombia — 1.7% | | | |
| | Republic of Colombia: | | | |
1,775,000 | | 10.000% due 1/23/12 | | 2,071,425 | |
525,000 | | 10.750% due 1/15/13 | | 643,256 | |
1,000,000 | | 11.750% due 2/25/20 | | 1,405,000 | |
130,000 | | 10.375% due 1/28/33 | | 176,638 | |
| | Total Colombia | | 4,296,319 | |
| | | | | |
Ecuador — 0.7% | | | |
1,785,000 | | Republic of Ecuador, 10.000% due 8/15/30 | | 1,780,538 | |
| | | | | |
El Salvador — 0.8% | | | |
| | Republic of El Salvador: | | | |
1,555,000 | | 7.750% due 1/24/23 (b) | | 1,726,050 | |
330,000 | | 8.250% due 4/10/32 (b) | | 371,250 | |
| | Total El Salvador | | 2,097,300 | |
| | | | | |
Indonesia — 0.2% | | | |
500,000 | | Republic of Indonesia, 8.500% due 10/12/35 (b) | | 578,100 | |
| | | | | | | |
See Notes to Financial Statements.
Salomon Brothers Global Partners Income Fund Inc. 2006 Annual Report 17
Schedule of Investments (August 31, 2006) (continued)
Face Amount | | Security(a) | | Value | |
| | | |
Malaysia — 0.6% | | | |
$ | 352,000 | | Federation of Malaysia, 8.750% due 6/1/09 | | $ | 382,458 | |
1,092,000 | | Penerbangan Malaysia Berhad, 5.625% due 3/15/16 | | 1,089,172 | |
| | Total Malaysia | | 1,471,630 | |
| | | | | |
Mexico — 8.1% | | | |
| | United Mexican States: | | | |
800,000 | | 11.375% due 9/15/16 | | 1,145,000 | |
| | Medium-Term Notes: | | | |
8,330,000 | | 5.625% due 1/15/17 | | 8,240,453 | |
1,795,000 | | 8.300% due 8/15/31 | | 2,261,700 | |
| | Series A: | | | |
1,050,000 | | 6.375% due 1/16/13 | | 1,094,100 | |
1,972,000 | | 5.875% due 1/15/14 | | 2,009,961 | |
3,783,000 | | 6.625% due 3/3/15 | | 4,021,329 | |
1,355,000 | | 8.000% due 9/24/22 | | 1,631,081 | |
245,000 | | 7.500% due 4/8/33 | | 284,506 | |
| | Total Mexico | | 20,688,130 | |
| | | | | |
Panama — 1.8% | | | |
| | Republic of Panama: | | | |
300,000 | | 9.625% due 2/8/11 | | 342,225 | |
3,025,000 | | 7.250% due 3/15/15 | | 3,198,937 | |
243,000 | | 9.375% due 4/1/29 | | 309,825 | |
781,000 | | 6.700% due 1/26/36 | | 764,404 | |
| | Total Panama | | 4,615,391 | |
| | | | | |
Peru — 1.0% | | | |
| | Republic of Peru, PDI: | | | |
2,148,800 | | 5.000% due 3/7/17 (e) | | 2,124,626 | |
368,930 | | 5.000% due 3/7/17 (b)(e) | | 365,241 | |
| | Total Peru | | 2,489,867 | |
| | | | | |
Philippines — 0.5% | | | |
| | Republic of the Philippines: | | | |
850,000 | | 10.625% due 3/16/25 (h) | | 1,116,135 | |
195,000 | | 9.500% due 2/2/30 | | 238,144 | |
| | Total Philippines | | 1,354,279 | |
| | | | | |
Russia — 5.6% | | | |
| | Russian Federation: | | | |
1,455,000 | | 11.000% due 7/24/18 (b) | | 2,095,200 | |
540,000 | | 12.750% due 6/24/28 (b) | | 966,600 | |
10,110,540 | | 5.000% due 3/31/30 (b) | | 11,257,075 | |
| | Total Russia | | 14,318,875 | |
| | | | | |
South Africa — 0.7% | | | |
1,775,000 | | Republic of South Africa, 6.500% due 6/2/14 | | 1,855,949 | |
| | | | | | | |
See Notes to Financial Statements.
18 Salomon Brothers Global Partners Income Fund Inc. 2006 Annual Report
Schedule of Investments (August 31, 2006) (continued)
Face Amount | | Security(a) | | Value | |
| | | |
Turkey — 3.0% | | | |
| | Republic of Turkey: | | | |
$ | 350,000 | | 11.750% due 6/15/10 | | $ 411,250 | |
2,077,000 | | 11.500% due 1/23/12 | | 2,520,959 | |
205,000 | | 11.000% due 1/14/13 | | 248,050 | |
900,000 | | 7.250% due 3/15/15 | | 916,875 | |
128,000 | | 7.000% due 6/5/20 | | 126,400 | |
1,551,000 | | 11.875% due 1/15/30 (h) | | 2,318,745 | |
332,000 | | 8.000% due 2/14/34 | | 348,185 | |
| | Collective Action Securities, Notes: | | | |
463,000 | | 9.500% due 1/15/14 | | 531,292 | |
360,000 | | 7.375% due 2/5/25 | | 359,550 | |
| | Total Turkey | | 7,781,306 | |
| | | | | |
Uruguay — 0.5% | | | |
1,350,000 | | Republic of Uruguay, Benchmark Bonds, 7.250% due 2/15/11 | | 1,383,750 | |
| | | | | |
Venezuela — 2.2% | | | |
| | Bolivarian Republic of Venezuela: | | | |
3,575,000 | | 8.500% due 10/8/14 | | 4,006,681 | |
551,000 | | 5.750% due 2/26/16 | | 515,185 | |
233,000 | | 7.650% due 4/21/25 | | 249,427 | |
675,000 | | Collective Action Securities, Notes, 10.750% due 9/19/13 | | 829,406 | |
| | Total Venezuela | | 5,600,699 | |
| | TOTAL SOVEREIGN BONDS (Cost — $88,720,771) | | 94,657,307 | |
| | | | | |
U.S. GOVERNMENT OBLIGATION — 0.8% | | | |
U.S. Treasury Obligation — 0.8% | | | |
1,990,000 | | U.S. Treasury Notes, 5.125% due 5/15/16 (Cost — $2,021,027) | | 2,047,135 | |
| | | | | |
Shares | | | | | |
| | | |
COMMON STOCKS — 0.1% | | | |
CONSUMER DISCRETIONARY — 0.0% | | | |
Household Durables — 0.0% | | | |
1,349,235 | | Home Interiors of Gifts Inc. (c)(g)* | | 13,492 | |
10,194 | | Mattress Discounters Corp. (c)(g)* | | 0 | |
| | TOTAL CONSUMER DISCRETIONARY | | 13,492 | |
| | | | | |
CONSUMER STAPLES — 0.0% | | | |
Food Products — 0.0% | | | |
688 | | Imperial Sugar Co. | | 21,163 | |
| | | | | |
INDUSTRIALS — 0.0% | | | |
Machinery — 0.0% | | | |
5 | | Glasstech Inc. (c)(g)* | | 0 | |
| | | | | | |
See Notes to Financial Statements.
Salomon Brothers Global Partners Income Fund Inc. 2006 Annual Report 19
Schedule of Investments (August 31, 2006) (continued)
Shares | | Security(a) | | Value | |
| | | |
INFORMATION TECHNOLOGY — 0.0% | | | |
Computers & Peripherals — 0.0% | | | |
12,166 | | Axiohm Transaction Solutions Inc. (c)(g)* | | $ | 0 | |
| | | | | |
MATERIALS — 0.1% | | | |
Chemicals — 0.1% | | | |
12,121 | | Applied Extrusion Technologies Inc., Class A Shares * | | 78,787 | |
| | TOTAL COMMON STOCKS (Cost — $1,577,994) | | 113,442 | |
| | | | | |
PREFERRED STOCKS — 0.1% | | | |
CONSUMER DISCRETIONARY — 0.0% | | | |
Textiles, Apparel & Luxury Goods — 0.0% | | | |
12 | | Anvil Holdings Inc., Class B, 13.000% (g)* | | 63 | |
| | | | | |
ENERGY — 0.1% | | | |
Oil, Gas & Consumable Fuels — 0.1% | | | |
828 | | Chesapeake Energy Corp., convertible 6.250% | | 222,318 | |
| | | | | |
FINANCIALS — 0.0% | | | |
Diversified Financial Services — 0.0% | | | |
6,800 | | Preferred Plus, Series FRD-1, 7.400% | | 124,372 | |
300 | | Saturns, Series F 2003-5, 8.125% | | 5,787 | |
4,091 | | TCR Holdings Corp., Class B Shares, 0.000% (c)(g)* | | 4 | |
2,250 | | TCR Holdings Corp., Class C Shares, 0.000% (c)(g)* | | 2 | |
5,932 | | TCR Holdings Corp., Class D Shares, 0.000% (c)(g)* | | 6 | |
12,271 | | TCR Holdings Corp., Class E Shares, 0.000% (c)(g)* | | 12 | |
| | TOTAL FINANCIALS | | 130,183 | |
| | | | | |
INDUSTRIALS — 0.0% | | | |
Machinery — 0.0% | | | |
5 | | Glasstech Inc., 0.000% (c)(g)* | | 0 | |
| | TOTAL PREFERRED STOCKS (Cost — $319,562) | | 352,564 | |
| | | | | |
ESCROWED SHARES (g) — 0.0% | | | |
1,750,000 | | Breed Technologies Inc. (c)* | | 0 | |
625,000 | | Pillowtex Corp. * | | 0 | |
397,208 | | Vlasic Foods International Inc. (c)* | | 7,944 | |
| | TOTAL ESCROWED SHARES (Cost — $0) | | 7,944 | |
| | | | | | |
See Notes to Financial Statements.
20 Salomon Brothers Global Partners Income Fund Inc. 2006 Annual Report
Schedule of Investments (August 31, 2006) (continued)
Warrants | | Security(a) | | Value | |
| | | |
WARRANTS — 0.1% | | | |
9,125 | | Bolivarian Republic of Venezuela, Oil-linked payment obligations, Expires 4/15/20 | | $ | 337,625 | |
1,837,246 | | ContiFinancial Corp., Liquidating Trust, Units of Interest (Represents interest in a trust in the liquidation of ContiFinancial Corp. and its affiliates) (c)(g)* | | 6 | |
1,000 | | Mattress Discounters Co., Expires 7/15/07 (b)(c)(g)* | | 0 | |
4,202 | | Pillowtex Corp., Expires 11/24/09 (c)(g)* | | 0 | |
750 | | UbiquiTel Inc., Expires 4/15/10 (b)(c)(g)* | | 7 | |
| | TOTAL WARRANTS (Cost — $44,998) | | 337,638 | |
| | | | | |
| | TOTAL INVESTMENTS BEFORE SHORT-TERM INVESTMENT (Cost — $249,055,337) | | 249,622,098 | |
| | | | | |
Face Amount | | | | | |
| | | |
SHORT-TERM INVESTMENT — 2.8% | | | |
Repurchase Agreement — 2.8% | | | |
$ | 7,251,000 | | Nomura Securities International, Inc. tri-party repurchase agreement dated 8/31/06, 5.240% due 9/1/06; Proceeds at maturity — $7,252,055; (Fully collateralized by various U.S. Treasury Notes and U.S government agency obligations, 0.000% to 5.250% due 10/25/06 to 4/18/16; Market value — $7,396,695 (Cost — $7,251,000) | | 7,251,000 | |
| | TOTAL INVESTMENTS — 100.0% (Cost — $256,306,337#) | | $ | 256,873,098 | |
| | | | | | | |
* Non-income producing security.
(a) All securities are segregated pursuant to a revolving credit facility and for reverse repurchase agreements.
(b) Security is exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in transactions that are exempt from registration, normally to qualified institutional buyers. This security has been deemed liquid pursuant to guidelines approved by the Board of Directors, unless otherwise noted.
(c) Illiquid security.
(d) Security is currently in default.
(e) Variable rate security. Interest rate disclosed is that which is in effect at August 31, 2006.
(f) Payment-in-kind security for which part of the income earned may be paid as additional principal.
(g) Security is valued in good faith at fair value by or under the direction of the Board of Directors (See Note 1).
(h) All or a portion of this security is held by the counterparty as collateral for open reverse repurchase agreements.
# Aggregate cost for federal income tax purposes is $257,001,792.
Abbreviations used in this schedule:
GDP – Gross Domestic Product
PDI – Past Due Interest
See Notes to Financial Statements.
Salomon Brothers Global Partners Income Fund Inc. 2006 Annual Report 21
Statement of Assets and Liabilities (August 31, 2006)
ASSETS: | | | |
Investments, at value (Cost — $256,306,337) | | $ | 256,873,098 | |
Cash | | 241,568 | |
Dividends and interest receivable | | 4,614,481 | |
Receivable for securities sold | | 378,491 | |
Prepaid expenses | | 16,110 | |
Total Assets | | 262,123,748 | |
LIABILITIES: | | | |
Loan payable | | 47,124,414 | |
Payable for open reverse repurchase agreements | | 14,243,246 | |
Distributions payable | | 1,207,888 | |
Interest payable | | 872,152 | |
Payable for securities purchased | | 631,670 | |
Investment management fee payable | | 174,887 | |
Directors’ fees payable | | 1,494 | |
Accrued expenses | | 144,320 | |
Total Liabilities | | 64,400,071 | |
Total Net Assets | | $ | 197,723,677 | |
| | | |
NET ASSETS: | | | |
Par value ($0.001 par value; 15,289,720 shares issued and outstanding; 100,000,000 shares authorized) | | $ | 15,290 | |
Paid-in capital in excess of par value | | 205,937,505 | |
Overdistributed net investment income | | (1,057,898 | ) |
Accumulated net realized loss on investments and swap contracts | | (7,737,981 | ) |
Net unrealized appreciation on investments | | 566,761 | |
Total Net Assets | | $ | 197,723,677 | |
| | | |
Shares Outstanding | | 15,289,720 | |
Net Asset Value | | $ | 12.93 | |
See Notes to Financial Statements.
22 Salomon Brothers Global Partners Income Fund Inc. 2006 Annual Report
Statement of Operations (For the year ended August 31, 2006)
INVESTMENT INCOME: | | | |
Interest | | $ | 20,687,860 | |
Dividends | | 38,955 | |
Total Investment Income | | 20,726,815 | |
EXPENSES: | | | |
Interest expense (Notes 3 and 4) | | 4,017,683 | |
Investment management fee (Note 2) | | 2,068,775 | |
Shareholder reports | | 98,556 | |
Directors’ fees | | 70,967 | |
Audit and tax | | 56,520 | |
Custody fees | | 36,357 | |
Transfer agent fees | | 32,728 | |
Legal fees | | 21,771 | |
Stock exchange listing fees | | 19,603 | |
Loan fees | | 6,995 | |
Insurance | | 3,736 | |
Miscellaneous expenses | | 5,571 | |
Total Expenses | | 6,439,262 | |
Less: Fee waivers and/or expense reimbursements (Note 2) | | (4,385 | ) |
Net Expenses | | 6,434,877 | |
Net Investment Income | | 14,291,938 | |
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND SWAP CONTRACTS (NOTES 1 AND 3): | | | |
Net Realized Gain From: | | | |
Investment transactions | | 10,152,974 | |
Swap contracts | | 12,448 | |
Net Realized Gain | | 10,165,422 | |
Change in Net Unrealized Appreciation/Depreciation From: | | | |
Investments | | (11,597,552 | ) |
Swap contracts | | (109,920 | ) |
Change in Net Unrealized Appreciation/Depreciation | | (11,707,472 | ) |
Net Loss on Investments and Swap Contracts | | (1,542,050 | ) |
Increase in Net Assets From Operations | | $ | 12,749,888 | |
See Notes to Financial Statements.
Salomon Brothers Global Partners Income Fund Inc. 2006 Annual Report 23
Statements of Changes in Net Assets (For the years ended August 31,)
| | 2006 | | 2005 | |
OPERATIONS: | | | | | |
Net investment income | | $ | 14,291,938 | | $ | 16,290,709 | |
Net realized gain | | 10,165,422 | | 10,356,507 | |
Change in net unrealized appreciation/depreciation | | (11,707,472 | ) | 5,096,351 | |
Increase in Net Assets From Operations | | 12,749,888 | | 31,743,567 | |
DISTRIBUTIONS TO SHAREHOLDERS FROM (NOTE 1): | | | | | |
Net investment income | | (14,723,997 | ) | (18,167,280 | ) |
Decrease in Net Assets From Distributions to Shareholders | | (14,723,997 | ) | (18,167,280 | ) |
FUND SHARE TRANSACTIONS: | | | | | |
Proceeds from shares issued on reinvestment of distributions (89,072 shares issued) | | — | | 1,185,386 | |
Increase in Net Assets From Fund Share Transactions | | — | | 1,185,386 | |
Increase (Decrease) in Net Assets | | (1,974,109 | ) | 14,761,673 | |
NET ASSETS: | | | | | |
Beginning of year | | 199,697,786 | | 184,936,113 | |
End of year* | | $ | 197,723,677 | | $ | 199,697,786 | |
| | | | | |
* Includes overdistributed net investment income of: | | $ | (1,057,898 | ) | $ | (1,192,662 | ) |
See Notes to Financial Statements.
24 Salomon Brothers Global Partners Income Fund Inc. 2006 Annual Report
Statement of Cash Flows (For the year ended August 31, 2006)
CASH FLOWS PROVIDED (USED) BY OPERATING ACTIVITIES: | | | |
Interest and dividends received | | $ | 20,325,657 | |
Operating expenses paid | | (2,449,615 | ) |
Net purchases of short-term investments | | (519,000 | ) |
Realized gain on swap contracts | | 12,448 | |
Purchases of long-term investments | | (188,309,610 | ) |
Proceeds from disposition of long-term investments | | 204,230,087 | |
Interest paid | | (3,621,605 | ) |
Net Cash Provided By Operating Activities | | 29,668,362 | |
| | | |
CASH FLOWS USED BY FINANCING ACTIVITIES: | | | |
Cash distributions paid on Common Stock | | (14,831,119 | ) |
Cash paid on loan | | (12,000,000 | ) |
Cash paid on reverse repurchase agreements | | (2,596,129 | ) |
Net Cash Flows Used By Financing Activities | | (29,427,248 | ) |
Net Increase in Cash | | 241,114 | |
Cash, Beginning of year | | 454 | |
Cash, End of year | | $ | 241,568 | |
| | | |
RECONCILIATION OF INCREASE IN NET ASSETS FROM OPERATIONS TO NET CASH FLOWS PROVIDED (USED) BY OPERATING ACTIVITIES: | | | |
Increase in Net Assets From Operations | | $ | 12,749,888 | |
Accretion of discount on investments | | (1,378,959 | ) |
Amortization of premium on investments | | 569,549 | |
Decrease in investments, at value | | 17,796,916 | |
Decrease in payable for securities purchased | | (3,493,806 | ) |
Decrease in interest receivable | | 408,252 | |
Decrease in receivable for securities sold | | 2,652,865 | |
Increase in prepaid expenses | | (3,170 | ) |
Increase in interest payable | | 396,078 | |
Decrease in accrued expenses | | (29,251 | ) |
Total Adjustments | | 16,918,474 | |
Net Cash Flows Provided By Operating Activities | | $ | 29,668,362 | |
See Notes to Financial Statements.
Salomon Brothers Global Partners Income Fund Inc. 2006 Annual Report 25
Financial Highlights
For a share of common stock outstanding throughout each year ended August 31:
| | 2006 | | 2005 | | 2004 | | 2003 | | 2002 | |
Net Asset Value, Beginning of Year | | $13.06 | | $12.17 | | $11.55 | | $8.88 | | $10.77 | |
Income (Loss) From Operations: | | | | | | | | | | | |
Net investment income | | 0.97 | | 1.07 | | 1.15 | | 1.30 | | 1.36 | |
Net realized and unrealized gain (loss) | | (0.14 | ) | 1.01 | | 0.89 | | 2.79 | | (1.83 | ) |
Total Income (Loss) From Operations | | 0.83 | | 2.08 | | 2.04 | | 4.09 | | (0.47 | ) |
Less Distributions From: | | | | | | | | | | | |
Net investment income | | (0.96 | ) | (1.19 | ) | (1.43 | ) | (1.43 | ) | (1.38 | ) |
Return of capital | | — | | — | | — | | — | | (0.05 | ) |
Total Distributions | | (0.96 | ) | (1.19 | ) | (1.43 | ) | (1.43 | ) | (1.43 | ) |
Increase in Net Asset Value Due to Shares Issued on Reinvestment of Distributions | | — | | — | | 0.01 | | 0.01 | | 0.01 | |
Net Asset Value, End of Year | | $12.93 | | $13.06 | | $12.17 | | $11.55 | | $ 8.88 | |
Market Price, End of Year | | $11.77 | | $12.78 | | $14.03 | | $13.11 | | $10.43 | |
Total Return, Based on NAV | | 6.70 | %(1) | 17.88 | % | 18.63 | % | 49.79 | % | (4.85 | )% |
Total Return, Based on Market Price Per Share(2) | | 0.08 | % | (0.39 | )% | 18.86 | % | 42.71 | % | (0.25 | )% |
Net Assets, End of Year (000s) | | $197,724 | | $199,698 | | $184,936 | | $174,351 | | $132,851 | |
Ratios to Average Net Assets: | | | | | | | | | | | |
Gross expenses | | 3.27 | % | 2.68 | % | 2.11 | % | 2.37 | % | 3.24 | % |
Gross expenses, excluding interest expense | | 1.23 | | 1.26 | | 1.27 | | 1.36 | | 1.43 | |
Net expenses | | 3.27 | (3) | 2.68 | | 2.11 | | 2.37 | | 3.24 | |
Net expenses, excluding interest expense | | 1.23 | (3) | 1.26 | �� | 1.27 | | 1.36 | | 1.43 | |
Net investment income | | 7.25 | | 8.43 | | 9.64 | | 12.76 | | 13.80 | |
Portfolio Turnover Rate | | 71 | % | 49 | % | 69 | % | 91 | % | 129 | % |
Supplemental Data: | | | | | | | | | | | |
Loans Outstanding, End of Year (000s) | | $47,124 | | $59,124 | | $59,124 | | $59,124 | | $59,124 | |
Weighted Average Loan (000s) | | $56,461 | | $59,124 | | $59,124 | | $59,124 | | $72,423 | |
Weighted Average Interest Rate on Loans | | 5.90 | % | 3.79 | % | 2.41 | % | 2.65 | % | 3.71 | % |
(1) Performance figures reflect fee waivers and/or expense reimbursements. Past performance is no guarantee of future results. In the absence of fee waivers and/or expense reimbursements, the total return would have been lower.
(2) The total return calculation assumes that distributions are reinvested in accordance with the Fund’s dividend reinvestment plan.
(3) Reflects fee waivers and/or expense reimbursements.
See Notes to Financial Statements.
26 Salomon Brothers Global Partners Income Fund Inc. 2006 Annual Report
Notes to Financial Statements
1. Organization and Significant Accounting Policies
Salomon Brothers Global Partners Income Fund Inc. (the “Fund”) was incorporated in Maryland on September 3, 1993 and is registered as a non-diversified, closed-end management investment company under the Investment Company Act of 1940, as amended, (the “1940 Act”). The Fund seeks to maintain a high level of current income by investing primarily in a portfolio of high-yield U.S. and non-U.S. corporate debt securities. As a secondary objective, the Fund seeks capital appreciation.
The following are significant accounting policies consistently followed by the Fund and are in conformity with U.S. generally accepted accounting principles (“GAAP”). Estimates and assumptions are required to be made regarding assets, liabilities and changes in net assets resulting from operations when financial statements are prepared. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ.
(a) Investment Valuation. Debt securities are valued at the mean between the bid and asked prices provided by an independent pricing service that are based on transactions in debt obligations, quotations from bond dealers, market transactions in comparable securities and various other relationships between securities. Equity securities for which market quotations are available are valued at the last sale price or official closing price on the primary market or exchange on which they trade. Publicly traded foreign government debt securities are typically traded internationally in the over-the-counter market, and are valued at the mean between the bid and asked prices as of the close of business of that market. When prices are not readily available, or are determined not to reflect fair value, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded, but before the Fund calculates its net asset value, the Fund may value these investments at fair value as determined in accordance with the procedures approved by the Fund’s Board of Directors. Short-term obligations with maturities of 60 days or less are valued at amortized cost, which approximates market value.
(b) Repurchase Agreements. When entering into repurchase agreements, it is the Fund’s policy that its custodian or a third party custodian take possession of the underlying collateral securities, the market value of which at least equals the principal amount of the repurchase transaction, including accrued interest. To the extent that any repurchase transaction exceeds one business day, the value of the collateral is marked-to-market to ensure the adequacy of the collateral. If the seller defaults, and the market value of the collateral declines or if bankruptcy proceedings are commenced with respect to the seller of the security, realization of the collateral by the Fund may be delayed or limited.
(c) Reverse Repurchase Agreements. The Fund may enter into reverse repurchase agreements in which the Fund sells portfolio securities and agrees to repurchase them from the buyer at a specified date and price. Whenever the Fund enters into a reverse repurchase agreement, the Fund’s custodian delivers liquid assets to the counterparty in an amount at least equal to the repurchase price (including accrued interest). The Fund pays interest on amounts obtained pursuant to reverse repurchase agreements. Reverse repurchase agreements are considered to be borrowings, which may create leverage risk to the Fund.
Salomon Brothers Global Partners Income Fund Inc. 2006 Annual Report 27
Notes to Financial Statements (continued)
(d) Credit Default Swaps. The Fund may enter into credit default swap contracts for investment purposes, to manage its credit risk or to add leverage. As a seller in a credit default swap contract, the Fund is required to pay the notional or other agreed-upon value to the counterparty in the event of a default by a third party, such as a U.S. or foreign corporate issuer, on the referenced debt obligation. In return, the Fund receives from the counterparty a periodic stream of payments over the term of the contract provided that no event of default has occurred. If no default occurs, the Fund keeps the stream of payments and has no payment obligations. Such periodic payments are accrued daily and accounted for as realized gain.
The Fund may also purchase credit default swap contracts in order to hedge against the risk of default of debt securities held, in which case the Fund functions as the counterparty referenced in the preceding paragraph. As a purchaser of a credit default swap contract, the Fund receives the notional or other agreed upon value from the counterparty in the event of a default by a third party, such as a U.S. or foreign corporate issuer, on the referenced debt obligation. In return, the Fund makes periodic payments to the counterparty over the term of the contract provided no event of default has occurred. Such periodic payments are accrued daily and accounted for as realized loss.
Swaps are marked-to-market daily based upon quotations from market makers and the change in value, if any, is recorded as unrealized appreciation or depreciation in the Fund’s Statement of Operations. For a credit default swap sold by the Fund, payment of the agreed upon amount made by the Fund in the event of default of the referenced debt obligation is recorded as the cost of the referenced debt obligation purchased/received. For a credit default swap purchased by the Fund, the agreed upon amount received by the Fund in the event of default of the referenced debt obligation is recorded as proceeds from sale/delivery of the referenced debt obligation and the resulting gain or loss realized on the referenced debt obligation is recorded as such by the Fund.
Entering into credit default swaps involves, to varying degrees, elements of credit, market and documentation risk in excess of the related amounts recognized on the Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparty to the agreements may default on its obligation to perform or disagree as to the meaning of the contractual terms in the agreements, and that there will be unfavorable changes in net interest rates.
(e) Security Transactions and Investment Income. Security transactions are accounted for on a trade date basis. Interest income, adjusted for amortization of premium and accretion of discount, is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date. The cost of investments sold is determined by use of the specific identification method. To the extent any issuer defaults on an expected interest payment, the Fund’s policy is to generally halt any additional interest income accruals and consider the realizability of interest accrued up to the date of default.
(f) Credit and Market Risk. The Fund invests in high yield and emerging market instruments that are subject to certain credit and market risks. The yields of high yield and emerging market debt obligations reflect, among other things, perceived credit and market risks. The Fund’s investment in securities rated below investment grade typically
28 Salomon Brothers Global Partners Income Fund Inc. 2006 Annual Report
Notes to Financial Statements (continued)
involve risks not associated with higher rated securities including, among others, greater risk related to timely and ultimate payment of interest and principal, greater market price volatility and less liquid secondary market trading. The consequences of political, social, economic or diplomatic changes may have disruptive effects on the market prices of investments held by the Fund. The Fund’s investment in non-dollar denominated securities may also result in foreign currency losses caused by devaluations and exchange rate fluctuations.
(g) Distributions to Shareholders. Distributions from net investment income for the Fund, if any, are declared and paid on a monthly basis. Distributions of net realized gains, if any, are declared at least annually. Distributions are recorded on the ex-dividend date and are determined in accordance with income tax regulations, which may differ from GAAP.
(h) Cash Flow Information. The Fund invests in securities and distributes dividends from net investment income and net realized gains, which are paid in cash and may be reinvested at the discretion of shareholders. These activities are reported in the Statement of Changes in Net Assets and additional information on cash receipts and cash payments are presented in the Statement of Cash Flows.
(i) Federal and Other Taxes. It is the Fund’s policy to comply with the federal income and excise tax requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies. Accordingly, the Fund intends to distribute substantially all of its income and net realized gains on investments, if any, to shareholders each year. Therefore, no federal income tax provision is required in the Fund’s financial statements.
(j) Reclassification. GAAP requires that certain components of net assets be adjusted to reflect permanent differences between financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share. During the current year, the following reclassifications have been made:
| | Overdistributed Net Investment Income | | Accumulated Net Realized Loss | |
| | | | | |
(a) | | $ 566,823 | | $ (566,823) | |
(a) Reclassifications are primarily due to differences between book and tax amortization of premium on fixed income securities, book/tax differences in the treatment of credit default swaps and book/tax differences in the treatment of various other items.
2. Investment Management Agreement and Other Transactions with Affiliates
On December 1, 2005, Citigroup Inc. (“Citigroup”) completed the sale of substantially all of its asset management business, to Legg Mason, Inc. (“Legg Mason”). As a result, the Fund’s investment manager, Salomon Brothers Asset Management Inc. (“SBAM”), previously an indirect wholly-owned subsidiary of Citigroup, became a wholly-owned subsidiary of Legg Mason. Completion of the sale caused the Fund’s existing investment management and administrative contracts to terminate. The Fund’s shareholders approved a new investment management contract between the Fund and SBAM, which became effective on December 1, 2005.
Salomon Brothers Global Partners Income Fund Inc. 2006 Annual Report 29
Notes to Financial Statements (continued)
Prior to December 1, 2005 and continuing with this new management agreement the Fund paid SBAM a management fee calculated at an annual rate of 1.05% of the Fund’s average weekly net assets. This fee was calculated daily and paid monthly.
During the year ended August 31, 2006, SBAM waived a portion of its management fee amounting to $4,385.
Effective August 1, 2006, Legg Mason Partners Fund Advisor, LLC (“LMPFA”) became the Fund’s investment manager and Western Asset Management Company (“Western Asset”) became the Fund’s subadviser. The portfolio managers who are responsible for the day-to-day management of the Fund remained the same immediately prior to and immediately after the date of these changes. LMPFA and Western Asset are wholly-owned subsidiaries of Legg Mason and are affiliates of SBAM.
LMPFA provides administrative and certain oversight services to the Fund. LMPFA has delegated to the subadviser the day-to-day portfolio management of the Fund. The Fund’s investment management fee remain unchanged. For its services, LMPFA pays Western Asset 70% of the net management fee that it receives from the Fund.
Certain officers and one Director of the Fund are employees of Legg Mason or its affiliates and do not receive compensation from the Fund.
3. Investments
During the year ended August 31, 2006, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) were as follows:
Purchases | | $ 184,808,172 | |
Sales | | 201,705,365 | |
At August 31, 2006, the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were as follows:
Gross unrealized appreciation | | $ 9,797,920 | |
Gross unrealized depreciation | | (9,926,614 | ) |
Net unrealized depreciation | | $ (128,694 | ) |
Transactions in reverse repurchase agreements for the Fund during the year ended August 31, 2006 were as follows:
Average Daily Balance | | Weighted Average Interest Rate | | Maximum Amount Outstanding | |
$17,739,211 | | 3.86% | | $22,949,188 | |
Interest rates on reverse repurchase agreements ranged from 0.20% to 4.50% during the year ended August 31, 2006. Interest expense incurred on reverse repurchase agreements totaled $684,233.
30 Salomon Brothers Global Partners Income Fund Inc. 2006 Annual Report
Notes to Financial Statements (continued)
At August 31, 2006, the Fund had the following open reverse repurchase agreements:
Face Amount | | Security | | Value | |
| | | | | |
$ | 998,750 | | Reverse Repurchase Agreement with Credit Suisse First Boston, dated 7/21/06 bearing 4.500% to be repurchased at $1,005,741 on 9/15/06, collateralized by: $850,000 Republic of the Philippines, 10.625% due 3/16/25; Market value (including accrued interest) $1,157,610 | | $ | 998,750 | |
| | | | | |
654,788 | | Reverse Repurchase Agreement with Credit Suisse First Boston, dated 8/9/06 bearing 0.350% to be repurchased at $654,973 on 9/7/06, collateralized by: $486,000 Republic of Turkey, 11.875% due 1/15/30; Market value (including accrued interest) $734,098 | | 654,788 | |
| | | | | |
660,520 | | Reverse Repurchase Agreement with Deutsche Bank Securities Inc., dated 8/23/06 bearing 1.500% to be repurchased at $661,428 on 9/25/06, collateralized by: $490,000 Republic of Turkey, 11.875% due 1/15/30; Market value (including accrued interest) $740,140 | | 660,520 | |
| | | | | |
904,188 | | Reverse Repurchase Agreement with JPMorgan Chase & Co., dated 12/15/05 bearing 2.550% to be repurchased at $927,629 on 12/16/06, collateralized by: $575,000 Republic of Turkey, 11.875% due 1/15/30; Market value (including accrued interest) $868,531 | | 904,188 | |
| | | | | |
11,025,000 | | Reverse Repurchase Agreement with JPMorgan Chase & Co., dated 12/15/05 bearing 4.150% to be repurchased at $11,490,163 on 12/16/06, collateralized by: $10,000,000 Federative Republic of Brazil, Collective Action Securities, 8.000% due 1/15/15; Market value (including accrued interest) $11,096,848 | | 11,025,000 | |
| | | | | |
| | Total Reverse Repurchase Agreements (Proceeds — $14,243,246) | | $ | 14,243,246 | |
| | | | | | | |
At August 31, 2006, the Fund did not hold any credit default swap contracts.
4. Loan
At August 31, 2006, the Fund had a $81,000,000 loan available pursuant to a revolving credit and security agreement, of which the Fund had $47,124,414 outstanding with Panterra Funding, LLC (as successor by assignment to CHARTA, LLC) (the “Lender”), a commercial paper conduit issuer for which Citicorp North America, Inc., acts as administrative agent. The loan generally bears interest at a variable rate based on the weighted average interest rates of the commercial paper or LIBOR, plus any applicable margin. Securities held by the Fund are subject to a lien, granted to the lenders, to the extent of the borrowing outstanding and any additional expenses. For the year ended August 31, 2006, the Fund incurred interest expense on this loan in the amount of $3,333,450.
5. Distributions Subsequent to August 31, 2006
On July 25, 2006, the Fund’s Board declared three dividends, each in the amount of $0.0790 per share, payable on September 29, October 27, and November 24, 2006 to shareholders of record on September 22, October 20, and November 17, 2006, respectively.
Salomon Brothers Global Partners Income Fund Inc. 2006 Annual Report 31
Notes to Financial Statements (continued)
6. Income Tax Information and Distributions to Shareholders
The tax character of distributions paid during the fiscal years ended August 31, were as follows:
| | 2006 | | 2005 | |
Distributions paid from: Ordinary Income | | $14,723,997 | | $18,167,280 | |
As of August 31, 2006, the components of accumulated earnings on a tax basis were as follows:
Capital loss carryforward* | | $(7,042,526 | ) |
Other book/tax temporary differences(a) | | (1,057,898 | ) |
Unrealized appreciation/(depreciation)(b) | | (128,694 | ) |
| | | |
Total accumulated earnings/(losses) — net | | $(8,229,118 | ) |
* During the taxable year ended August 31, 2006, the Fund utilized $9,571,747 of its capital loss carryover available from prior years. As of August 31, 2006, the Fund had the following net capital loss carryforwards remaining:
Year of Expiration | | | | Amount | |
8/31/2010 | | | | $(7,042,526) | |
This amount will be available to offset any future taxable capital gains.
(a) Other book/tax temporary differences are attributable primarily to difference between cash and accrual basis distributions paid.
(b) The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales and the difference between book and tax amortization methods for premiums on fixed income securities.
7. Regulatory Matters
On May 31, 2005, the U.S. Securities and Exchange Commission (“SEC”) issued an order in connection with the settlement of an administrative proceeding against SBFM and Citigroup Global Markets Inc. (“CGM”) relating to the appointment of an affiliated transfer agent for the Smith Barney family of mutual funds (the “Affected Funds”).
The SEC order finds that SBFM and CGM willfully violated Section 206(1) of the Investment Advisers Act of 1940 (“Advisers Act”). Specifically, the order finds that SBFM and CGM knowingly or recklessly failed to disclose to the boards of the Affected Funds in 1999 when proposing a new transfer agent arrangement with an affiliated transfer agent that: First Data Investors Services Group (“First Data”), the Affected Funds’ then existing transfer agent, had offered to continue as transfer agent and do the same work for substantially less money than before; and that Citigroup Asset Management (“CAM”), the Citigroup business unit that, at the time, included the Affected Funds’ investment manager and other investment advisory companies, had entered into a side letter with First Data under which CAM agreed to recommend the appointment of First Data as sub-transfer agent to the affiliated transfer agent in exchange for, among other things, a guarantee by First Data of specified amounts of asset management and investment banking fees to CAM and CGM. The order also finds that SBFM and CGM willfully violated
32 Salomon Brothers Global Partners Income Fund Inc. 2006 Annual Report
Notes to Financial Statements (continued)
Section 206(2) of the Advisers Act by virtue of the omissions discussed above and other misrepresentations and omissions in the materials provided to the Affected Funds’ boards, including the failure to make clear that the affiliated transfer agent would earn a high profit for performing limited functions while First Data continued to perform almost all of the transfer agent functions, and the suggestion that the proposed arrangement was in the Affected Funds’ best interests and that no viable alternatives existed. SBFM and CGM do not admit or deny any wrongdoing or liability. The settlement does not establish wrongdoing or liability for purposes of any other proceeding.
The SEC censured SBFM and CGM and ordered them to cease and desist from violations of Sections 206(1) and 206(2) of the Advisers Act. The order requires Citigroup to pay $208.1 million, including $109 million in disgorgement of profits, $19.1 million in interest, and a civil money penalty of $80 million. Approximately $24.4 million has already been paid to the Affected Funds, primarily through fee waivers. The remaining $183.7 million, including the penalty, has been paid to the U.S. Treasury and will be distributed pursuant to a plan submitted for approval by the SEC. At this time, there is no certainty as to how the proceeds of the settlement will be distributed, to whom such distributions will be made, the methodology by which such distributions will be allocated, and when such distributions will be made.
The order also requires that transfer agency fees received from the Affected Funds since December 1, 2004 less certain expenses, be placed in escrow and provides that a portion of such fees may be subsequently distributed in accordance with the terms of the order.
On April 3, 2006, an aggregate amount of approximately $9 million was distributed to the Affected Funds.
The order required SBFM to recommend a new transfer agent contract to the Affected Funds’ boards within 180 days of the entry of the order; if a Citigroup affiliate submitted a proposal to serve as transfer agent or sub-transfer agent, SBFM and CGM would have been required, at their expense, to engage an independent monitor to oversee a competitive bidding process. On November 21, 2005, and within the specified timeframe, the Affected Funds’ Boards selected a new transfer agent for the Affected Funds. No Citigroup affiliate submitted a proposal to serve as transfer agent. Under the order, SBFM also must comply with an amended version of a vendor policy that Citigroup instituted in August 2004.
Although there can be no assurance, SBFM does not believe that this matter will have a material adverse effect on the Affected Funds.
This Fund is not one of the Affected Funds and therefore did not implement the transfer agent arrangement described above and therefore will not receive any portion of the distributions.
On December 1, 2005, Citigroup completed the sale of substantially all of its global asset management business, including SBFM, to Legg Mason.
8. Other Matters
On September 16, 2005, the staff of the SEC informed SBFM and SBAM that the staff is considering recommending that the SEC institute administrative proceedings against SBAM for alleged violations of Sections 19(a) and 34(b) of the 1940 Act (and related
Salomon Brothers Global Partners Income Fund Inc. 2006 Annual Report 33
Notes to Financial Statements (continued)
Rule 19a-1). The notification is a result of an industry wide inspection undertaken by the SEC and is based upon alleged deficiencies in disclosures regarding dividends and distributions paid to shareholders of certain funds. Section 19(a) and related Rule 19a-1 of the 1940 Act generally require funds that are making dividend and distribution payments to provide shareholders with a written statement disclosing the source of the dividends and distributions, and, in particular, the portion of the payments made from each of net investment income, undistributed net profits and/or paid-in capital. In connection with the contemplated proceedings, the staff may seek a cease and desist order and/or monetary damages from SBFM or SBAM.
Although there can be no assurance, SBFM and SBAM believe that this matter is not likely to have a material adverse effect on the Fund.
9. Subsequent Event
The Fund’s name will change to Western Asset Global Partners Income Fund Inc. on October 9, 2006.
10. Recent Accounting Pronouncements
During June 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation 48 (“FIN 48” or the “Interpretation”), Accounting for Uncertainty in Income Taxes — an interpretation of FASB statement 109. FIN 48 supplements FASB Statement 109, Accounting for Income Taxes, by defining the confidence level that a tax position must meet in order to be recognized in the financial statements. FIN 48 prescribes a comprehensive model for how a fund should recognize, measure, present, and disclose in its financial statements uncertain tax positions that the fund has taken or expects to take on a tax return. FIN 48 requires that the tax effects of a position be recognized only if it is “more likely than not” to be sustained based solely on its technical merits. Management must be able to conclude that the tax law, regulations, case law, and other objective information regarding the technical merits sufficiently support the position’s sustainability with a likelihood of more than 50 percent. FIN 48 is effective for fiscal periods beginning after December 15, 2006, which for this Fund will be September 1, 2007. At adoption, the financial statements must be adjusted to reflect only those tax positions that are more likely than not to be sustained as of the adoption date. Management of the Fund is currently evaluating the impact that FIN 48 will have on the financial statements.
* * *
On September 20, 2006, the FASB released Statement of Financial Accounting Standards No. 157 “Fair Value Measurements” (“FAS 157”). FAS 157 establishes an authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair value measurements. The application of FAS 157 is required for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. At this time, management is evaluating the implications of FAS 157 and its impact on the financial statements has not yet been determined.
34 Salomon Brothers Global Partners Income Fund Inc. 2006 Annual Report
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
Salomon Brothers Global Partners Income Fund Inc.:
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Salomon Brothers Global Partners Income Fund Inc., as of August 31, 2006, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, the statement of cash flows for the year then ended, and the financial highlights for each of the years in the two-year period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. The financial highlights for each of the years in the three-year period then ended August 31, 2004 were audited by other independent registered public accountants whose report thereon, dated October 22, 2004, expressed an unqualified opinion on those financial highlights.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of August 31, 2006, by correspondence with the custodian and brokers or by other appropriate auditing procedures. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Salomon Brothers Global Partners Income Fund Inc., as of August 31, 2006, and the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, its cash flows for the year then ended, and the financial highlights for each of the years in the two-year period then ended, in conformity with U.S. generally accepted accounting principles.
![](https://capedge.com/proxy/N-CSR/0001104659-06-072178/g197543bg13i001.jpg)
New York, New York
October 26, 2006
Salomon Brothers Global Partners Income Fund Inc. 2006 Annual Report 35
Board Approval of Management and Subadvisory Agreements (unaudited)
At a meeting held in person on June 26, 2006 the Fund’s Board, including a majority of the Board Members who are not “interested persons” of the Fund or Legg Mason Partners Fund Advisor, LLC (the “Manager”) or any sub-investment adviser as defined in the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Independent Board Members”), approved a new management agreement (the “New Management Agreement”) between the Fund and the Manager. The Fund’s Board, including a majority of the Independent Board Members, also approved a new subadvisory agreement between the Manager and Western Asset Management Company (the “Subadviser”) (the “New Subadvisory Agreement”). The New Management Agreement and the New Subadvisory Agreement replaced the Fund’s prior management agreement with Salomon Brothers Asset Management Inc. and were entered into in connection with an internal reorganization of the Manager’s and the prior manager’s parent organization, Legg Mason. In approving the New Management Agreement and New Subadvisory Agreement, the Board, including the Independent Board Members, considered the factors discussed below, among other things.
The Board noted that the Manager will provide administrative and certain oversight services to the Fund, and that the Manager will delegate to the Subadviser the day-to-day portfolio management of the Fund. The Board Members reviewed the qualifications, backgrounds and responsibilities of the senior personnel that will provide oversight and general management services and the portfolio management team that would be primarily responsible for the day-to-day management of the Fund. The Board Members noted that the portfolio management team was expected to be the same as then managing the Fund.
The Board Members received and considered information regarding the nature, extent and quality of services expected to be provided to the Fund by the Manager under the New Management Agreement and by the Subadviser under the New Subadvisory Agreement. The Board Members’ evaluation of the services expected to be provided by the Manager and the Subadviser took into account the Board Members’ knowledge and familiarity gained as Fund Board Members, including as to the scope and quality of Legg Mason’s investment management and other capabilities and the quality of its administrative and other services. The Board Members considered, among other things, information and assurances provided by Legg Mason as to the operations, facilities and organization of the Manager and the Subadviser and the qualifications, backgrounds and responsibilities of their senior personnel. The Board Members further considered the financial resources available to the Manager, the Subadviser and Legg Mason. The Board Members concluded that, overall, the nature, extent and quality of services expected to be provided under the New Management Agreement and the New Subadvisory Agreement were acceptable.
The Board Members also received and considered performance information for the Fund as well as comparative information with respect to a peer group of funds (the “Performance Universe”) selected by Lipper, Inc. (“Lipper”), an independent provider of investment company data. The Board Members were provided with a description of the methodology Lipper used to determine the similarity of the Fund to the funds included in the Performance Universe. The Board Members noted that they had received and discussed with management, at periodic intervals, information comparing the Fund’s
36 Salomon Brothers Global Partners Income Fund Inc.
Board Approval of Management and Subadvisory Agreements (unaudited) (continued)
performance against, among other things, its benchmark. Based on the Board Members’ review, which included careful consideration of the factors noted above, the Board Members concluded that the performance of the Fund under the circumstances, supported approval of the New Management Agreement and New Subadvisory Agreement.
The Board Members reviewed and considered the management fee that would be payable by the Fund to the Manager in light of the nature, extent and quality of the management services expected to be provided by the Manager. Additionally, the Board Members received and considered information comparing the Fund’s management fee and overall expenses with those of comparable funds in both the relevant expense group and a broader group of funds, each selected and provided by Lipper. The Board Members also reviewed and considered the subadvisory fee that would be payable by the Manager to the Subadviser in light of the nature, extent and quality of the management services expected to be provided by the Subadviser. The Board Members noted that the Manager, and not the Fund, will pay the subadvisory fee to the Subadviser. The Board Members determined that the Fund’s management fee and the Fund’s subadvisory fee were reasonable in light of the nature, extent and quality of the services expected to be provided to the Fund under the New Management Agreement and the New Subadvisory Agreement.
The Board Members received and considered a pro-forma profitability analysis of Legg Mason and its affiliates in providing services to the Fund, including information with respect to the allocation methodologies used in preparing the profitability data. The Board Members recognized that Legg Mason may realize economies of scale based on its internal reorganization and synergies of operations. The Board Members noted that it was not possible to predict with a high degree of confidence how Legg Mason’s and its affiliates’ profitability would be affected by its internal reorganization and by other factors including potential economies of scale, but that based on their review of the pro-forma profitability analysis, their most recent prior review of the profitability of the predecessor manager and its affiliates from their relationship with the Fund and other factors considered, they determined that the management fee was reasonable. The Board Members noted that they expect to receive profitability information on an annual basis.
In their deliberations, the Board Members also considered, and placed significant importance on, information that had been received and conclusions that had been reached by the Board in connection with the Board’s most recent approval of the Fund’s prior management agreement in addition to information provided in connection with the Board’s evaluation of the terms and conditions of the New Management Agreement and the New Subadvisory Agreement.
The Board Members considered Legg Mason’s advice and the advice of its counsel that the New Management Agreement and the New Subadvisory Agreement were being entered into in connection with an internal reorganization within Legg Mason, that did not involve an actual change of control or management. The Board Members further noted that the terms and conditions of the New Management Agreement are substantially identical to those of the Fund’s previous management agreement except for the identity of the Manager, and that the initial term of the New Management Agreement (after which it
Salomon Brothers Global Partners Income Fund Inc. 37
Board Approval of Management and Subadvisory Agreements (unaudited) (continued)
will continue in effect only if such continuance is specifically approved at least annually by the Board, including a majority of the Independent Board Members) was the same as that under the prior management agreement.
In light of all of the foregoing, the Board, including the Independent Board Members, approved the New Management Agreement and the New Subadvisory Agreement. No single factor reviewed by the Board Members was identified as the principal factor in determining whether to approve the New Management Agreement and the New Subadvisory Agreement. The Independent Board Members were advised by separate independent legal counsel throughout the process. The Independent Board Members also discussed the proposed approval of the New Management Agreement and the New Subadvisory Agreement in private sessions with their independent legal counsel at which no representatives of the Manager or Subadviser were present.
38 Salomon Brothers Global Partners Income Fund Inc.
Additional Information (unaudited)
Information about Directors and Officers
The business and affairs of Salomon Brothers Global Partners Income Fund Inc. (“Fund”) are managed under the direction of the Board of Directors. Information pertaining to the Directors and Officers of the Fund is set forth below.
Name, Address and Birth Year | | Position(s) Held with Fund(1) | | Term of Office(1) and Length of Time Served | | Principal Occupation(s) During Past 5 Years | | Number of Portfolios in Fund Complex Overseen by Director (including the Fund) | | Other Directorships Held by Director |
Non-Interested Directors: | | | | | | | | | | |
Carol L. Colman Colman Consulting Co. 278 Hawley Road North Salem, NY 10560 Birth Year: 1946 | | Director and Member of the Nominating and Audit Committees, Class II | | Since 2003 | | President, Colman Consulting Co. | | 37 | | None |
| | | | | | | | | | |
Daniel P. Cronin c/o Chairman of the Fund 399 Park Avenue 4th Floor New York, NY 10022 Birth Year: 1946 | | Director and Member of the Nominating and Audit Committees, Class I | | Since 2003 | | Formerly, Associate General Counsel, Pfizer Inc. | | 34 | | None |
| | | | | | | | | | |
Leslie H. Gelb c/o Chairman of the Fund 399 Park Avenue 4th Floor New York, NY 10022 Birth Year: 1937 | | Director and Member of the Nominating and Audit Committees, Class II | | Since 1994 | | President, Emeritus and Senior Board Fellow, The Council on Foreign Relations; formerly, Columnist, Deputy Editorial Page Editor and Editor, Op-Ed Page, The New York Times | | 34 | | Director of two registered investment companies advised by Blackstone Asia Advisers, L.L.C. (“Blackstone Advisors”) |
| | | | | | | | | | |
William R. Hutchinson 535 N. Michigan Avenue Suite 1012 Chicago, IL 60611 Birth Year: 1942 | | Director and Member of Nominating and Audit Committees, Class III | | Since 2003 | | President, W.R. Hutchinson & Associates Inc.; Formerly Group Vice President, Mergers and Acquisitions, BP Amoco p.l.c. | | 44 | | Associated Banc-Corp. |
| | | | | | | | | | |
Dr. Riordan Roett The Johns Hopkins University 1740 Massachusetts Avenue NW Washington, DC 20036 Birth Year: 1938 | | Director and Member of the Nominating and Audit Committees, Class I | | Since 1995 | | Professor and Director, Latin America Studies Program, Paul H. Nitze School of Advanced International Studies, The Johns Hopkins University | | 34 | | None |
| | | | | | | | | | |
Jeswald W. Salacuse c/o Chairman of the Fund 399 Park Avenue 4th Floor New York, NY 10022 Birth Year: 1938 | | Director and Member of the Nominating and Audit Committees, Class III | | Since 1994 | | Henry J. Braker Professor of Commercial Law and formerly Dean, The Fletcher School of Law & Diplomacy, Tufts University | | 34 | | Director of two registered investment companies advised by Blackstone Advisors |
Salomon Brothers Global Partners Income Fund Inc. 39
Additional Information (unaudited) (continued)
Name, Address and Birth Year | | Position(s) Held with Fund(1) | | Term of Office(1) and Length of Time Served | | Principal Occupation(s) During Past 5 Years | | Number of Portfolios in Fund Complex Overseen by Director (including the Fund) | | Other Directorships Held by Director |
Interested Directors: | | | | | | | | | | |
R. Jay Gerken, CFA(2) Legg Mason & Co., LLC (“Legg Mason”) 399 Park Avenue, 4th Floor New York, NY 10022 Birth Year: 1951 | | Director, Chairman and Chief Executive Officer, Class III | | Since 2002 | | Managing Director of Legg Mason; President and Chief Executive Officer of Smith Barney Fund Management LLC (“SBFM”) and Citi Fund Management Inc. (“CFM”); President and Chief Executive Officer of certain mutual funds associated with Legg Mason; Formerly, Chairman of SBFM and CFM (from 2002 to 2006); Formerly, Chairman, President and Chief Executive Officer of Travelers Investment Advisers, Inc. (from 2002 to 2005) | | 167 | | Trustee, Consulting Group Capital Markets Fund |
| | | | | | | | | | |
Officers: | | | | | | | | | | |
Frances M. Guggino Legg Mason 125 Broad Street 10th Floor New York, NY 10004 Birth Year: 1957 | | Chief Financial Officer and Treasurer | | Since 2004 | | Director of Legg Mason; Chief Financial Officer and Treasurer of certain mutual funds associated with Legg Mason. | | N/A | | N/A |
| | | | | | | | | | |
| | Controller | | 2002-2004 | | Formerly Controller of certain mutual funds associated with Legg Mason (from 1999 to 2004) | | | | |
| | | | | | | | | | |
Ted P. Becker Legg Mason 399 Park Avenue 4th Floor New York, NY 10022 Birth Year: 1951 | | Chief Compliance Officer | | Since 2006 | | Managing Director of Compliance at Legg Mason, (2005-Present); Chief Compliance Officer with certain mutual funds associated with Legg Mason (since 2006); Managing Director of Compliance at Legg Mason or its predecessors (2002-2005). Prior to 2002, Managing Director- Internal Audit & Risk Review at Citigroup, Inc. | | N/A | | N/A |
40 Salomon Brothers Global Partners Income Fund Inc.
Additional Information (unaudited) (continued)
Name, Address and Birth Year | | Position(s) Held with Fund(1) | | Term of Office(1) and Length of Time Served | | Principal Occupation(s) During Past 5 Years | | Number of Portfolios in Fund Complex Overseen by Director (including the Fund) | | Other Directorships Held by Director |
Officers: | | | | | | | | | | |
Wendy S. Setnicka Legg Mason 125 Broad Street 10th Floor New York, NY 10004 Birth Year: 1964 | | Controller | | Since 2004 | | Vice President of Legg Mason (since 2003); Controller of certain mutual funds associated with Legg Mason; Formerly, Assistant Controller of Legg Mason (from 2002 to 2004); Accounting Manager of Legg Mason (from 1998 to 2002) | | N/A | | N/A |
| | | | | | | | | | |
Robert I. Frenkel Legg Mason 300 First Stamford Place 4th Floor Stamford, CT 06902 Birth Year: 1954 | | Secretary and Chief Legal Officer | | Since 2003 | | Managing Director and General Counsel of Global Mutual Funds for Legg Mason and its predecessor (since 1994); Secretary and Chief Legal Officer of mutual funds associated with Legg Mason (since 2003); Formerly, Secretary of CFM (from 2001 to 2004) | | N/A | | N/A |
(1) The Fund’s Board of Directors is divided into three classes: Class I, Class II and Class III. The terms of office of the Class I, II and III Directors expire at the Annual Meetings of Stockholders in the year 2007, year 2008 and year 2006, respectively, or thereafter in each case when their respective successors are duly elected and qualified. The Fund’s executive officers are chosen each year to hold office until their successors are duly elected and qualified.
(2) Mr. Gerken is an “interested person” of the Fund as defined in the 1940 Act, as amended, because Mr. Gerken is an employee of Legg Mason.
Salomon Brothers Global Partners Income Fund Inc. 41
Annual Chief Executive Officer and Chief Financial Officer Certification (unaudited)
The Fund’s CEO has submitted to the NYSE the required annual certification and the Fund also has included the certifications of the Fund’s CEO and CFO required by Section 302 of the Sarbanes-Oxley Act in the Fund’s Form N-CSR filed with the SEC, for the period of this report.
42 Salomon Brothers Global Partners Income Fund Inc.
Form of Terms and Conditions of Amended and Restated Dividend Reinvestment and Cash Purchase Plan (unaudited)
1. Each shareholder initially purchasing shares of common stock (“Shares”) of Salomon Brothers Global Partners Income Fund Inc. (“Fund”), formerly known as Global Partners Income Fund Inc., on or after September 6, 1996 will be deemed to have elected to be a participant in the Amended and Restated Dividend Reinvestment and Cash Purchase Plan (“Plan”), unless the shareholder specifically elects in writing (addressed to the Agent at the address below or to any nominee who holds Shares for the shareholder in its name) to receive all distributions in cash, paid by check, mailed directly to the record holder by or under the direction of American Stock Transfer & Trust Company as the Fund’s dividend-paying agent (“Agent”). A shareholder whose Shares are held in the name of a broker or nominee who does not provide an automatic reinvestment service may be required to take such Shares out of “street name” and register such Shares in the shareholder’s name in order to participate, otherwise distributions will be paid in cash to such shareholder by the broker or nominee. Each participant in the Plan is referred to herein as a “Participant.” The Agent will act as agent for each Participant, and will open accounts for each Participant under the Plan in the same name as their Shares are registered.
2. Unless the Fund declares a distributions payable only in the form of cash, the Agent will apply all distributions in the manner set forth below.
3. If, on the determination date, the market price per Share equals or exceeds the net asset value per Share on that date (such condition, a “market premium”), the Agent will receive the distribution in newly issued Shares of the Fund on behalf of Participants. If, on the determination date, the net asset value per Share exceeds the market price per Share (such condition, a “market discount”), the Agent will purchase Shares in the open-market. The determination date will be the fourth New York Stock Exchange trading day (a New York Stock Exchange trading day being referred to herein as a “Trading Day”) preceding the payment date for the distribution. For purposes herein, “market price” will mean the average of the highest and lowest prices at which the Shares sell on the New York Stock Exchange on the particular date, or if there is no sale on that date, the average of the closing bid and asked quotations.
4. Purchases made by the Agent will be made as soon as practicable commencing on the Trading Day following the determination date and terminating no later than 30 days after the distribution payment date except where temporary curtailment or suspension of purchase is necessary to comply with applicable provisions of federal securities law; provided, however, that such purchases will, in any event, terminate on the Trading Day prior to the “ex-dividend” date next succeeding the distribution payment date.
5. If (i) the Agent has not invested the full distribution amount in open-market purchases by the date specified in paragraph 4 above as the date on which such purchases must terminate or (ii) a market discount shifts to a market premium during the purchase period, then the Agent will cease making open-market purchases and will receive the uninvested portion of the distribution amount in newly issued Shares (x) in the case of (i) above, at the close of business on the date the Agent is required to terminate making
Salomon Brothers Global Partners Income Fund Inc. 43
Form of Terms and Conditions of Amended and Restated Dividend Reinvestment and Cash Purchase Plan (unaudited) (continued)
open-market purchases as specified in paragraph 4 above or (y) in the case of (ii) above, at the close of business on the date such shift occurs; but in no event prior to the payment date for the distribution.
6. In the event that all or part of a distribution amount is to be paid in newly issued Shares, such Shares will be issued to Participants in accordance with the following formula: (i) if, on the valuation date, the net asset value per Share is less than or equal to the market price per Share, then the newly issued Shares will be valued at net asset value per Share on the valuation date; provided, however, that if the net asset value is less than 95% of the market price on the valuation date, then such Shares will be issued at 95% of the market price and (ii) if, on the valuation date, the net asset value per Share is greater than the market price per Share, then the newly issued Shares will be issued at the market price on the valuation date. The valuation date will be the distribution payment date, except that with respect to Shares issued pursuant to paragraph 5 above, the valuation date will be the date such Shares are issued. If a date that would otherwise be a valuation date is not a Trading Day, the valuation date will be the next preceding Trading Day.
7. Participants have the option of making additional cash payments to the Agent, monthly, in a minimum amount of $250, for investment in Shares. The Agent will use all such funds received from Participants to purchase Shares in the open market on or about the first business day of each month. To avoid unnecessary cash accumulations, and also to allow ample time for receipt and processing by the Agent, Participants should send in voluntary cash payments to be received by the Agent approximately 10 days before an applicable purchase date specified above. A Participant may withdraw a voluntary cash payment by written notice, if the notice is received by the Agent not less than 48 hours before such payment is to be invested.
8. Purchases by the Agent pursuant to paragraphs 4 and 7 above may be made on any securities exchange on which the Shares of the Fund are traded, in the over-the-counter market or in negotiated transactions, and may be on such terms as to price, delivery and otherwise as the Agent shall determine. Funds held by the Agent uninvested will not bear interest, and it is understood that, in any event, the Agent shall have no liability in connection with any inability to purchase Shares within the time periods herein provided, or with the timing of any purchases effected. The Agent shall have no responsibility as to the value of the Shares acquired for the Participant’s account. The Agent may commingle amounts of all Participants to be used for open-market purchases of Shares and the price per Share allocable to each Participant in connection with such purchases shall be the average price (including brokerage commissions) of all Shares purchased by the Agent.
9. The Agent will maintain all Participants’ accounts in the Plan and will furnish written confirmations of all transactions in each account, including information needed by Participants for personal and tax records. The Agent will hold Shares acquired pursuant to the Plan in noncertificated form in the Participant’s name or that of its nominee, and each Participant’s proxy will include those Shares purchased pursuant to the Plan. The
44 Salomon Brothers Global Partners Income Fund Inc.
Form of Terms and Conditions of Amended and Restated Dividend Reinvestment and Cash Purchase Plan (unaudited) (continued)
Agent will forward to Participants any proxy solicitation material and will vote any Shares so held for Participants only in accordance with the proxy returned by Participants to the Fund. Upon written request, the Agent will deliver to Participants, without charge, a certificate or certificates for the full Shares.
10. The Agent will confirm to Participants each acquisition made for their respective accounts as soon as practicable but not later than 60 days after the date thereof. Although Participants may from time to time have an undivided fractional interest (computed to three decimal places) in a Share of the Fund, no certificates for fractional shares will be issued. Distributions on fractional shares will be credited to each Participant’s account. In the event of termination of a Participant’s account under the Plan, the Agent will adjust for any such undivided fractional interest in cash at the market value of the Fund’s Shares at the time of termination less the pro rata expense of any sale required to make such an adjustment.
11. Any share dividends or split shares distributed by the Fund on Shares held by the Agent for Participants will be credited to their respective accounts. In the event that the Fund makes available to Participants rights to purchase additional Shares or other securities, the Shares held for Participants under the Plan will be added to other Shares held by the Participants in calculating the number of rights to be issued to Participants.
12. The Agent’s service fee for handling distributions will be paid by the Fund. Participants will be charged a pro rata share of brokerage commissions on all open-market purchases.
13. Participants may terminate their accounts under the Plan by notifying the Agent in writing. Such termination will be effective immediately if notice is received by the Agent not less than 10 days prior to any distribution record date; otherwise such termination will be effective on the first Trading Day after the payment date for such distribution with respect to any subsequent distribution. The Plan may be amended or terminated by the Fund as applied to any voluntary cash payments made and any distribution paid subsequent to written notice of the change or termination sent to Participants at least 30 days prior to the record date for the distribution. The Plan may be amended or terminated by the Agent, with the Fund’s prior written consent, on at least 30 days’ written notice to Participants. Notwithstanding the preceding two sentences, the Agent or the Fund may amend or supplement the Plan at any time or times when necessary or appropriate to comply with applicable law or rules or policies of the Securities and Exchange Commission or any other regulatory authority. Upon any termination, the Agent will cause a certificate or certificates for the full Shares held by each Participant under the Plan and cash adjustment for any fraction to be delivered to each Participant without charge.
14. Any amendment or supplement shall be deemed to be accepted by each Participant unless, prior to the effective date thereof, the Agent receives written notice of the termination of the Participant’s account under the Plan. Any such amendment may include an appointment by the Agent in its place and stead of a successor Agent under these terms and conditions, with full power and authority to perform all or any of the acts to be
Salomon Brothers Global Partners Income Fund Inc. 45
Form of Terms and Conditions of Amended and Restated Dividend Reinvestment and Cash Purchase Plan (unaudited) (continued)
performed by the Agent under these terms and conditions. Upon any such appointment of an Agent for the purpose of receiving distributions, the Fund will be authorized to pay to such successor Agent, for each Participant’s account, all distributions payable on Shares of the Fund held in each Participant’s name or under the Plan for retention or application by such successor Agent as provided in these terms and conditions.
15. In the case of Participants, such as banks, broker-dealers or other nominees, which hold Shares for others who are beneficial owners (“Nominee Holders”), the Agent will administer the Plan on the basis of the number of Shares certified from time to time by each Nominee Holder as representing the total amount registered in the Nominee Holder’s name and held for the account of beneficial owners who are to participate in the Plan.
16. The Agent shall at all times act in good faith and use its best efforts within reasonable limits to insure the accuracy of all services performed under this Agreement and to comply with applicable law, but assumes no responsibility and shall not be liable for loss or damage due to errors unless such error is caused by its negligence, bad faith, or willful misconduct or that of its employees.
17. All correspondence concerning the Plan should be directed to the Agent at 59 Maiden Lane, New York, New York 10038.
46 Salomon Brothers Global Partners Income Fund Inc.
Salomon Brothers Global Partners Income Fund Inc.
DIRECTORS
Carol L. Colman
Daniel P. Cronin
Leslie H. Gelb
R. Jay Gerken, CFA
Chairman
William R. Hutchinson
Riordan Roett
Jeswald W. Salacuse
OFFICERS
R. Jay Gerken, CFA
President and
Chief Executive Officer
Frances M. Guggino
Chief Financial Officer
and Treasurer
Ted P. Becker
Chief Compliance Officer
Wendy S. Setnicka
Controller
Robert I. Frenkel
Secretary and
Chief Legal Officer
SALOMON BROTHERS GLOBAL PARTNERS INCOME FUND INC.
125 Broad Street
10th Floor, MF-2
New York, New York 10004
INVESTMENT MANAGER
Legg Mason Partners Fund Advisor, LLC
SUBADVISER
Western Asset Management Company
CUSTODIAN
State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02110
DIVIDEND DISBURSING AND TRANSFER AGENT
American Stock Transfer & Trust Company
59 Maiden Lane
New York, New York 10038
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
KPMG LLP
345 Park Avenue
New York, New York 10154
LEGAL COUNSEL
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
NEW YORK STOCK EXCHANGE SYMBOL
GDF
This report is transmitted to the shareholders of Salomon Brothers Global Partners Income Fund Inc. for their information. This is not a prospectus, circular or representation intended for use in the purchase of shares of the Fund or any securities mentioned in this report.
American Stock Transfer & Trust Company 59 Maiden Lane New York, New York 10038 | | Salomon Brothers Global Partners Income Fund Inc.
Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940, as amended, that from time to time the Fund may purchase, at market prices, shares of its common stock in the open market.
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, D.C., and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. To obtain information on Form N-Q from the Fund, shareholders can call 1-800-446-1013. |
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SAM0915 8/06 | SR06-168 | | Information an how the Fund voted proxies relating to portfolio securities during the prior 12-month period ended June 30th of each year and a description of the policies and procedures that the Fund uses to determine how to vote proxies related to portfolio transactions is available (1) without charge, upon request, by calling 1-800-446-1013, (2) on the Fund’s website at www.leggmason.com/InvestorServices and (3) on the SEC’s website at www.sec.gov. |
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ITEM 2. CODE OF ETHICS.
The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
The Board of Directors of the registrant has determined that William R. Hutchinson, the Chairman of the Board’s Audit Committee, possesses the technical attributes identified in Instruction 2(b) of Item 3 to Form N-CSR to qualify as an “audit committee financial expert,” and has designated Mr. Hutchinson as the Audit Committee’s financial expert. Mr. Hutchinson is an “independent” Director pursuant to paragraph (a)(2) of Item 3 to Form N-CSR.
ITEM 4. Principal Accountant Fees and Services
a) Audit Fees. Effective June 17, 2005, PricewaterhouseCoopers LLP (“PwC”) resigned as the Registrant’s principal accountant (the “Auditor”). The Registrant’s audit committee approved the engagement of KPMG LLP (“KPMG”) as the Registrant’s new principal accountant for the fiscal year ended August 31, 2006. The aggregate fees billed in the last two fiscal years ending August 31, 2005 and August 31, 2006 (the “Reporting Periods”) for professional services rendered for the audit of the Registrant’s annual financial statements, or services that are normally provided by the Auditor in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were $53,000 in 2005 performed by PwC and $53,500 in 2006 performed by KPMG.
b) Audit-Related Fees. The aggregate fees billed in the Reporting Periods for assurance and related services by PwC or KPMG that are reasonably related to the performance of the audit of the Registrant’s financial statements and are not reported under paragraph (a) of this Item 4 were $0 in 2005 and $12,912 in 2006. These services consisted of the agreed upon procedures in connections with the calculations pursuant to the Revolving Credit and Security Agreement on behalf of Salomon Brothers Global Partners Income Fund Inc.
In addition, there were no Audit-Related Fees billed in the Reporting Period for assurance and related services by the Auditor to the Registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the Salomon Brothers Global Partners Income Fund Inc. (“service affiliates”), that were reasonably related to the performance of the annual audit of the service affiliates. Accordingly, there were no such fees that required pre-approval by the Audit Committee for the Reporting Periods (prior to May 6, 2003 services provided by the Auditor were not required to be pre-approved).
(c) Tax Fees. The aggregate fees billed in the Reporting Periods for professional services rendered by PwC for tax compliance, tax advice and tax planning (“Tax Services”) were $525 in 2005 and $7,514 in 2006. These services consisted of (i) review or preparation of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local tax planning, advice and assistance regarding statutory, regulatory or administrative developments, and (iii) tax advice regarding tax qualification matters and/or treatment of various financial instruments held or proposed to be acquired or held. As of August 31, 2006, KPMG has not billed the Registrant for any Tax Services rendered.
There were no fees billed for tax services by PwC or KPMG to service affiliates during the Reporting Periods that required pre-approval by the Audit Committee.
d) There were no non-audit services rendered by KPMG to SBAM, or any entity controlling, controlled by or under common control with SBAM that provided ongoing services to the Registrant.
All Other Fees. There were no other non-audit services rendered by PwC or KPMG to Smith Barney Fund Management LLC (“SBFM”), and any entity controlling, controlled by or under common control with SBFM that provided ongoing services to Salomon Brothers Global Partners Income Fund Inc. requiring pre-approval by the Audit Committee in the Reporting Period.
(e) Audit Committee’s pre–approval policies and procedures described in paragraph (c) (7) of Rule 2-01 of Regulation S-X.
(1) The Charter for the Audit Committee (the “Committee”) of the Board of each registered investment company (the “Fund”) advised by Smith Barney Fund Management LLC or Salomon Brothers Asset Management Inc. or one of their affiliates (each, an “Adviser”) requires that the Committee shall approve (a) all audit and permissible non-audit services to be provided to the Fund and (b) all permissible non-audit services to be provided by the Fund’s independent auditors to the Adviser and any Covered Service Providers if the engagement relates directly to the operations and financial reporting of the Fund. The Committee may implement policies and procedures by which such services are approved other than by the full Committee.
The Committee shall not approve non-audit services that the Committee believes may impair the independence of the auditors. As of the date of the approval of this Audit Committee Charter, permissible non-audit services include any professional services (including tax services), that are not prohibited services as described below, provided to the Fund by the independent auditors, other than those provided to the Fund in connection with an audit or a review of the financial statements of the Fund. Permissible non-audit services may not include: (i) bookkeeping or other services related to the accounting records or financial statements of the Fund; (ii) financial information systems design and implementation; (iii) appraisal or valuation services, fairness opinions or contribution-in-kind reports; (iv) actuarial services; (v) internal audit outsourcing services; (vi) management functions or human
resources; (vii) broker or dealer, investment adviser or investment banking services; (viii) legal services and expert services unrelated to the audit; and (ix) any other service the Public Company Accounting Oversight Board determines, by regulation, is impermissible.
Pre-approval by the Committee of any permissible non-audit services is not required so long as: (i) the aggregate amount of all such permissible non-audit services provided to the Fund, the Adviser and any service providers controlling, controlled by or under common control with the Adviser that provide ongoing services to the Fund (“Covered Service Providers”) constitutes not more than 5% of the total amount of revenues paid to the independent auditors during the fiscal year in which the permissible non-audit services are provided to (a) the Fund, (b) the Adviser and (c) any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the Fund during the fiscal year in which the services are provided that would have to be approved by the Committee; (ii) the permissible non-audit services were not recognized by the Fund at the time of the engagement to be non-audit services; and (iii) such services are promptly brought to the attention of the Committee and approved by the Committee (or its delegate(s)) prior to the completion of the audit.
(2) For the Salomon Brothers Global Partners Income Fund Inc., the percentage of fees that were approved by the audit committee, with respect to: Audit-Related Fees were 100% and 100% for 2005 and 2006; Tax Fees were 100% and 100% for 2005 and 2006; and Other Fees were 100% and 100% for 2005 and 2006.
(f) N/A
(g) All Other Fees. The aggregate fees billed for all other non-audit services rendered by PwC to Salomon Brothers Asset Management (“SBAM”), and any entity controlling, controlled by or under common control with SBAM that provided ongoing services to Salomon Brothers Global Partners Income Fund Inc., requiring pre-approval by the Audit Committee for the year ended August 31, 2005 which include the issuance of reports on internal control under SAS No. 70 related to various Citigroup Asset Management (“CAM”) entities a profitability review of the Adviser and phase 1 of an analysis of Citigroup’s current and future real estate occupancy requirements in the tri-state area and security risk issues in the New York metro region was $1.3 million all of which was pre-approved by the Audit Committee. Non-audit fees billed by PwC for services rendered to Salomon Brothers Global Partners Income Fund Inc. and CAM and any entity controlling, controlled by, or under common control with CAM that provides ongoing services to Salomon Brothers Global Partners Income Fund Inc. during the reporting period was $2.7 million for the year ended August 31, 2005.
Non-audit fees billed by KPMG for services rendered to Salomon Brothers Global Partners Income Fund Inc. and CAM and any entity controlling, controlled by, or under common control with CAM that provides ongoing services to Salomon Brothers Global Partners Income Fund Inc. during the reporting period was $75,000 and $0 for the years ended August 31, 2005 and August 31, 2006, respectively. Such
fees relate to services provided in connection with the transfer agent matter as fully described in the notes to the financial statements.
(h) Yes. The Salomon Brothers Global Partners Income Fund Inc.’s Audit Committee has considered whether the provision of non-audit services that were rendered to Service Affiliates which were not pre-approved (not requiring pre-approval) is compatible with maintaining the Accountant’s independence. All services provided by the Auditor to the Salomon Brothers Global Partners Income Fund Inc. or to Service Affiliates, which were required to be pre-approved, were pre-approved as required.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
a) Registrant has a separately-designated standing Audit Committee established in accordance with Section 3(a)58(A) of the Exchange Act. The Audit Committee consists of the following Board members:
Carol L. Colman
Daniel P. Cronin
Leslie H. Gelb
William R. Hutchinson
Riordan Roett
Jeswald W. Salacuse
b) Not applicable
ITEM 6. SCHEDULE OF INVESTMENTS.
Included herein under Item 1.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Concerning Citigroup Asset Management (1)(CAM) Proxy Voting Policies and Procedures
The following is a brief overview of the Proxy Voting Policies and Procedures (the “Policies”) that CAM has adopted to seek to ensure that CAM votes proxies relating to equity securities in the best interest of clients.
CAM votes proxies for each client account with respect to which it has been authorized to vote proxies. In voting proxies, CAM is guided by general fiduciary principles and seeks to act prudently and solely in the best interest of clients. CAM attempts to consider all factors that could affect the value of the investment and will vote proxies in the manner that it believes will be consistent with efforts to maximize shareholder values. CAM may utilize an external service provider to provide it with information and/or a recommendation with regard to proxy votes. However, the CAM
adviser (business unit) continues to retain responsibility for the proxy vote.
In the case of a proxy issue for which there is a stated position in the Policies, CAM generally votes in accordance with such stated position. In the case of a proxy issue for which there is a list of factors set forth in the Policies that CAM considers in voting on such issue, CAM votes on a case-by-case basis in accordance with the general principles set forth above and considering such enumerated factors. In the case of a proxy issue for which there is no stated position or list of factors that CAM considers in voting on such issue, CAM votes on a case-by-case basis in accordance with the general principles set forth above. Issues for which there is a stated position set forth in the Policies or for which there is a list of factors set forth in the Policies that CAM considers in voting on such issues fall into a variety of categories, including election of directors, ratification of auditors, proxy and tender offer defenses, capital structure issues, executive and director compensation, mergers and corporate restructurings, and social and environmental issues. The stated position on an issue set forth in the Policies can always be superseded, subject to the duty to act solely in the best interest of the beneficial owners of accounts, by the investment management professionals responsible for the account whose shares are being voted. Issues applicable to a particular industry may cause CAM to abandon a policy that would have otherwise applied to issuers generally. As a result of the independent investment advisory services provided by distinct CAM business units, there may be occasions when different business units or different portfolio managers within the same business unit vote differently on the same issue. A CAM business unit or investment team (e.g. CAM’s Social Awareness Investment team) may adopt proxy voting policies that supplement these policies and procedures. In addition, in the case of Taft-Hartley clients, CAM will comply with a client direction to vote proxies in accordance with Institutional Shareholder Services’ (ISS) PVS Voting Guidelines, which ISS represents to be fully consistent with AFL-CIO guidelines.
In furtherance of CAM’s goal to vote proxies in the best interest of clients, CAM follows procedures designed to identify and address material conflicts that may arise between CAM’s interests and those of its clients before voting proxies on behalf of such clients. To seek to identify conflicts of interest, CAM periodically notifies CAM employees in writing that they are under an obligation (i) to be aware of the potential for conflicts of interest on the part of CAM with respect to voting proxies on behalf of client accounts both as a result of their personal relationships and due to special circumstances that may arise during the conduct of CAM’s business, and (ii) to bring conflicts of interest of which they become aware to the attention of CAM’s compliance personnel. CAM also maintains and considers a list of significant CAM relationships that could present a conflict of interest for CAM in voting proxies. CAM is also sensitive to the fact that a significant, publicized relationship between an issuer and a non-CAM Legg Mason affiliate might appear to the public to influence the manner in which CAM decides to vote a proxy with respect to such issuer. Absent special circumstances or a significant, publicized non-CAM Legg Mason affiliate relationship that CAM for prudential reasons treats as a
potential conflict of interest because such relationship might appear to the public to influence the manner in which CAM decides to vote a proxy, CAM generally takes the position that relationships between a non-CAM Legg Mason affiliate and an issuer (e.g. investment management relationship between an issuer and a non-CAM Legg Mason affiliate) do not present a conflict of interest for CAM in voting proxies with respect to such issuer. Such position is based on the fact that CAM is operated as an independent business unit from other Legg Mason business units as well as on the existence of information barriers between CAM and certain other Legg Mason business units.
CAM maintains a Proxy Voting Committee to review and address conflicts of interest brought to its attention by CAM compliance personnel. A proxy issue that will be voted in accordance with a stated CAM position on such issue or in accordance with the recommendation of an independent third party is not brought to the attention of the Proxy Voting Committee for a conflict of interest review because CAM’s position is that to the extent a conflict of interest issue exists, it is resolved by voting in accordance with a pre-determined policy or in accordance with the recommendation of an independent third party. With respect to a conflict of interest brought to its attention, the Proxy Voting Committee first determines whether such conflict of interest is material. A conflict of interest is considered material to the extent that it is determined that such conflict is likely to influence, or appear to influence, CAM’s decision-making in voting proxies. If it is determined by the Proxy Voting Committee that a conflict of interest is not material, CAM may vote proxies notwithstanding the existence of the conflict.
If it is determined by the Proxy Voting Committee that a conflict of interest is material, the Proxy Voting Committee is responsible for determining an appropriate method to resolve such conflict of interest before the proxy affected by the conflict of interest is voted. Such determination is based on the particular facts and circumstances, including the importance of the proxy issue and the nature of the conflict of interest.
(1) Citigroup Asset Management comprises CAM North America, LLC, Salomon Brothers Asset Management Inc, Smith Barney Fund Management LLC, and other affiliated investment advisory firms. On December 1, 2005, Citigroup Inc. (“Citigroup”) sold substantially all of its worldwide asset management business, Citigroup Asset Management, to Legg Mason, Inc. (“Legg Mason”). As part of this transaction, CAM North America, LLC, Salomon Brothers Asset Management Inc and Smith Barney Fund Management LLC became wholly-owned subsidiaries of Legg Mason. Under a licensing agreement between Citigroup and Legg Mason, the names of CAM North America, LLC, Salomon Brothers Asset Management Inc, Smith Barney Fund Management LLC and their affiliated advisory entities, as well as all logos, trademarks, and service marks related to Citigroup or any of its affiliates (“Citi Marks”) are licensed for use by Legg Mason. Citi Marks include, but are not limited to, “Citigroup Asset Management,” “Salomon Brothers Asset Management” and “CAM”. All Citi Marks are owned by Citigroup, and are licensed for use until no later than one year after the date of the licensing agreement. Legg Mason and its subsidiaries, including CAM North America, LLC, Salomon Brothers Asset Management Inc, and Smith Barney Fund Management LLC are not affiliated with Citigroup.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
(a)(1):
NAME AND ADDRESS ADDRESS | | LENGTH OF TIME SERVED | | PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS |
| | | | |
S. Kenneth Leech
Western Asset 385 East Colorado Blvd. Pasadena, CA 91101 | | Since 2006 | | Co-portfolio manager of the fund; employee of SBAM since 2006 and Chief Investment Officer of Western Asset since 1998. |
| | | | |
Stephen A. Walsh
Western Asset 385 East Colorado Blvd. Pasadena, CA 91101 | | Since 2006 | | Co-portfolio manager of the fund; employee of SBAM since 2006 and Deputy Chief Investment Officer of Western Asset since 2000. |
| | | | |
Michael C. Buchanan
Western Asset 385 East Colorado Blvd. Pasadena, CA 91101 | | Since 2006 | | Co-portfolio manager of the fund; employee of SBAM since 2006; Managing Director and head of U.S. Credit Products from 2003-2005 at Credit Suisse Asset Management; Executive Vice President and portfolio manager for Janus Capital in 2003; Managing Director and head of High Yield Trading from 1998-2003 at Blackrock Financial Management. |
| | | | |
Ian A. Edmonds
Western Asset 385 East Colorado Blvd. Pasadena, CA 91101 | | Since 2006 | | Co-portfolio manager; employee of SaBAM since 2006; portfolio manager at Western Asset since 1994. |
(a)(2): DATA TO BE PROVIDED BY FINANCIAL CONTROL
The following tables set forth certain additional information with respect to the fund’s portfolio managers for the fund. Unless noted otherwise, all information is provided as of August 31 , 2006.
Other Accounts Managed by Portfolio Managers
The table below identifies the number of accounts (other than the fund) for which the fund’s portfolio managers have day-to-day management responsibilities and the total assets in such accounts, within each of the following categories: registered investment companies, other pooled investment vehicles, and other accounts. For each category, the number of accounts and total assets in the accounts where fees are based on performance is also indicated.
| | Registered | | Other Pooled | | | |
Portfolio | | Investment | | Investment | | Other | |
Manager(s) | | Companies | | Vehicles | | Accounts | |
S. Kenneth Leech‡ | | 122 registered investment companies with $88.1 billion in total assets under management | | 22 Other pooled investment vehicles with $24.7billion in assets under management | | 1,022 Other accounts with $345.4 billion in total assets under management* | |
| | | | | | | |
Stephen A. Walsh‡ | | 122 registered investment companies with $88.1 billion in total assets under management | | 22 Other pooled investment vehicles with $24.7 billion in assets under management | | 1,022 Other accounts with $345.4 billion in total assets under management* | |
| | | | | | | |
Michael C. Buchanan‡ | | 5 registered investment companies with $665 million in total assets under management | | 4 Other pooled investment vehicles with $1.4 billion in assets under management | | 5 Other accounts with $8.5 Million in total assets under management** | |
| | | | | | | |
Ian A. Edmonds‡ | | 5 registered investment Companies with $665 million in total assets Under management | | 4 Other pooled investment vehicles with $1.4 billion in assets under management | | 5 Other accounts with $8.5 mbillion in total assets under management** | |
* Includes 97 accounts managed, totaling $30.7 billion, for which advisory fee is performance based.
** Includes 1 account managed, totaling $13.1 million, for which advisory fee is performance based.
‡ The numbers above reflect the overall number of portfolios managed by employees of Western Asset Management Company (“Western Asset”). Mr. Leech and Mr. Walsh are involved in the management of all the Firm’s portfolios, but they are not solely responsible for particular portfolios. Western Asset’s investment discipline emphasizes a team approach that combines the efforts of groups of specialists working in different market sectors. They are responsible for overseeing implementation of Western Asset’s overall investment ideas and coordinating the work of the various sector teams. This structure ensures that client portfolios benefit from a consensus that draws on the expertise of all team members.
(a)(3): Portfolio Manager Compensation
With respect to the compensation of the portfolio managers, the Advisers’ compensation system assigns each employee a total compensation “target” and a respective cap, which are derived from annual market surveys that benchmark each role with their job function and peer universe. This method is designed to reward employees with total compensation reflective of the external market value of their skills, experience, and ability to produce desired results.
Standard compensation includes competitive base salaries, generous employee benefits, and a retirement plan.
In addition, employees are eligible for bonuses. These are structured to closely align the interests of employees with those of the Advisers, and are determined by the professional’s job function and performance as measured by a formal review process. All bonuses are completely discretionary. One of the principal factors considered is a portfolio manager’s investment performance versus appropriate peer groups and benchmarks. Because portfolio managers are generally responsible for multiple accounts (including the Portfolio) with similar investment strategies, they are compensated on the performance of the aggregate group of similar accounts, rather than a specific account. A smaller portion of a bonus payment is
derived from factors that include client service, business development, length of service to the Adviser, management or supervisory responsibilities, contributions to developing business strategy and overall contributions to the Adviser’s business.
Finally, in order to attract and retain top talent, all professionals are eligible for additional incentives in recognition of outstanding performance. These are determined based upon the factors described above and include Legg Mason, Inc. stock options and long-term incentives that vest over a set period of time past the award date.
Potential Conflicts of Interest
Potential conflicts of interest may arise in connection with the management of multiple accounts (including accounts managed in a personal capacity).�� These could include potential conflicts of interest related to the knowledge and timing of a Portfolio’s trades, investment opportunities and broker selection. Portfolio managers may be privy to the size, timing and possible market impact of a Portfolio’s trades.
It is possible that an investment opportunity may be suitable for both a Portfolio and other accounts managed by a portfolio manager, but may not be available in sufficient quantities for both the Portfolio and the other accounts to participate fully. Similarly, there may be limited opportunity to sell an investment held by a Portfolio and another account. A conflict may arise where the portfolio manager may have an incentive to treat an account preferentially as compared to a Portfolio because the account pays a performance-based fee or the portfolio manager, the Advisers or an affiliate has an interest in the account. The Advisers have adopted procedures for allocation of portfolio transactions and investment opportunities across multiple client accounts on a fair and equitable basis over time. All eligible accounts that can participate in a trade share the same price on a pro-rata allocation basis in an attempt to mitigate any conflict of interest. Trades are allocated among similarly managed accounts to maintain consistency of portfolio strategy, taking into account cash availability, investment restrictions and guidelines, and portfolio composition versus strategy.
With respect to securities transactions for the Portfolios, the Advisers determine which broker or dealer to use to execute each order, consistent with their duty to seek best execution of the transaction. However, with respect to certain other accounts (such as pooled investment vehicles that are not registered investment companies and other accounts managed for organizations and individuals), the Advisers may be limited by the client with respect to the selection of brokers or dealers or may be instructed to direct trades through a particular broker or dealer. In these cases, trades for a Portfolio in a particular security may be placed separately from, rather than aggregated with, such other accounts. Having separate transactions with respect to a security may temporarily affect the market price of the security or the execution of the transaction, or both, to the possible detriment of a Portfolio or the other account(s) involved. Additionally, the management of multiple Portfolios and/or other accounts may result in a portfolio manager devoting unequal time and attention to the management of each Portfolio and/or other account.
It is theoretically possible that portfolio managers could use information to the advantage of other accounts they manage and to the possible detriment of a Portfolio. For example, a portfolio manager could short sell a security for an account immediately prior to a Portfolio’s sale of that security. To address this conflict, the Advisers have adopted procedures for reviewing and comparing selected trades of alternative investment accounts (which may make directional trades such as short sales) with long only accounts (which include the Portfolios) for timing and pattern related issues. Trading decisions for alternative investment and long only accounts may not be identical even though the same Portfolio Manager may manage both
types of accounts. Whether the Adviser allocates a particular investment opportunity to only alternative investment accounts or to alternative investment and long only accounts will depend on the investment strategy being implemented. If, under the circumstances, an investment opportunity is appropriate for both its alternative investment and long only accounts, then it will be allocated to both on a pro-rata basis.
A portfolio manager may also face other potential conflicts of interest in managing a Portfolio, and the description above is not a complete description of every conflict of interest that could be deemed to exist in managing both a Portfolio and the other accounts listed above.
(a)(4): Portfolio Manager Securities Ownership
The table below identifies the dollar range of securities beneficially owned by each portfolio managers as of August 31, 2006.
Portfolio Manager(s) | | Dollar Range of Portfolio Securities Beneficially Owned | |
S. Kenneth Leech | | A | |
Stephen A. Walsh | | A | |
Michael C. Buchanan | | A | |
Ian A. Edmonds | | A | |
Dollar Range ownership is as follows:
A: none
B: $1 - $10,000
C: 10,001 - $50,000
D: $50,001 - $100,000
E: $100,001 - $500,000
F: $500,001 - $1 million
G: over $1 million
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
None.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
ITEM 11. CONTROLS AND PROCEDURES.
(a) The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a- 3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the disclosure controls and procedures required by Rule 30a-3(b) under the 1940 Act and 15d-15(b) under the Securities Exchange Act of 1934.
(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the registrant’s last fiscal half-year (the registrant’s second fiscal half-year in the case of an annual report) that have materially affected, or are likely to materially affect the registrant’s internal control over financial reporting.
ITEM 12. EXHIBITS.
(a) Code of Ethics attached hereto.
Exhibit 99.CODE ETH
(b) Attached hereto.
Exhibit 99.CERT | Certifications pursuant to section 302 of the Sarbanes-Oxley Act of 2002 |
| |
Exhibit 99.906CERT | Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this Report to be signed on its behalf by the undersigned, there unto duly authorized.
Salomon Brothers Global Partners Income Fund Inc. | | |
| | | |
| | | |
By: | /s/ R. Jay Gerken | | |
| R. Jay Gerken | | |
| Chief Executive Officer of | | |
| Salomon Brothers Global Partners Income Fund Inc. | | |
Date: November 7, 2006
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: | /s/ R. Jay Gerken | |
| (R. Jay Gerken) | |
| Chief Executive Officer of | |
| Salomon Brothers Global Partners Income Fund Inc. | |
| | |
Date: November 7, 2006 |
| |
By: | /s/ Frances M. Guggino | |
| Frances M. Guggino | |
| Chief Financial Officer of | |
| Salomon Brothers Global Partners Income Fund Inc. | |
| |
Date: November 7, 2006 |