<Page>
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Salomon Brothers Worldwide Income Fund Inc.
(Name of Registrant as Specified in its Charter)
William J. Renahan
Name of Person Filing Proxy Statement
Payment of Filing Fee (Check appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which the transaction applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:1
(4) Proposed maximum aggregate value of transaction:
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
<Page>
SALOMON BROTHERS WORLDWIDE INCOME FUND INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
January 31, 2005
To the Stockholders:
The Annual Meeting of Stockholders (the 'Meeting') of Salomon Brothers
Worldwide Income Fund Inc. (the 'Fund') will be held at Citigroup Center, 153
East 53rd Street, 14th Floor, Conference Room, New York, New York, on Friday,
February 25, 2005 at 3 p.m., New York time, for the purposes of considering and
voting upon the following:
1. The election of Directors (Proposal 1); and
2. Any other business that may properly come before the Meeting.
The close of business on December 27, 2004 has been fixed as the record date
for the determination of stockholders entitled to notice of and to vote at the
Meeting.
By Order of the Board of Directors,
Robert I. Frenkel
Secretary
- --------------------------------------------------------------------------------
TO AVOID UNNECESSARY EXPENSE OF FURTHER SOLICITATION, WE URGE YOU TO
INDICATE VOTING INSTRUCTIONS ON THE ENCLOSED PROXY, DATE AND SIGN IT AND
RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED, NO MATTER HOW LARGE OR HOW
SMALL YOUR HOLDINGS MAY BE.
- --------------------------------------------------------------------------------
<Page>
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of assistance to
you and avoid the time and expense to the Fund involved in validating your vote
if you fail to sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.
2. Joint Accounts: Either party may sign, but the name of the party signing
should conform exactly to a name shown in the registration.
3. All Other Accounts: The capacity of the individual signing the proxy card
should be indicated unless it is reflected in the form of registration.
For example:
<Table>
<Caption>
REGISTRATION VALID SIGNATURE
------------ ---------------
CORPORATE ACCOUNTS
- ------------------
(1) ABC Corp............................................. ABC Corp. (by John Doe, Treasurer)
(2) ABC Corp............................................. John Doe, Treasurer
(3) ABC Corp., c/o John Doe, Treasurer................... John Doe
(4) ABC Corp. Profit Sharing Plan........................ John Doe, Trustee
TRUST ACCOUNTS
- --------------
(1) ABC Trust............................................ Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee, u/t/d 12/28/78................. Jane B. Doe
CUSTODIAL OR ESTATE ACCOUNTS
- ----------------------------
(1) John B. Smith, Cust., f/b/o John B. Smith, Jr. UGMA.. John B. Smith
(2) John B. Smith........................................ John B. Smith, Jr., Executor
</Table>
<Page>
SALOMON BROTHERS WORLDWIDE INCOME FUND INC.
125 BROAD STREET, NEW YORK, NEW YORK 10004
------------------
PROXY STATEMENT
This proxy statement is furnished in connection with a solicitation by the
Board of Directors of Salomon Brothers Worldwide Income Fund Inc. (the 'Fund')
of proxies to be used at the Annual Meeting of Stockholders of the Fund to be
held at Citigroup Center, 153 East 53rd Street, 14th Floor, Conference Room, New
York, New York, on Friday, February 25, 2005 at 3 p.m. New York time (and at any
adjournment or adjournments thereof) for the purposes set forth in the
accompanying Notice of Annual Meeting of Stockholders. This proxy statement and
the accompanying form of proxy are first being mailed to stockholders on or
about January 31, 2005. Stockholders who execute proxies retain the right to
revoke them in person at the Meeting or by written notice received by the
Secretary of the Fund at any time before they are voted. Unrevoked proxies will
be voted in accordance with the specifications thereon and, unless specified to
the contrary, will be voted FOR the election of directors. The close of business
on December 27, 2004 has been fixed as the record date for the determination of
stockholders entitled to notice of and to vote at the Meeting. Each stockholder
is entitled to one vote for each full share and proportional fraction of a vote
for each fractional share held. On December 27, 2004, there were 12,920,950
shares of the Fund's common stock outstanding.
In accordance with the Fund's By-Laws, a quorum is constituted by the
presence in person or by proxy of the holders of record of a majority of the
outstanding shares of the Fund's common stock entitled to vote at the Meeting.
In the event that a quorum is not present at the Meeting, or in the event that a
quorum is present but sufficient votes to approve any of the proposals are not
received, the Meeting may be adjourned to a date not more than 120 days after
the original record date to permit further solicitation of proxies. Any such
adjournment will require the affirmative vote of a majority of those shares
represented at the Meeting in person or by proxy. The persons named as proxies
will vote those proxies which they are entitled to vote FOR or AGAINST any such
proposal in their discretion. A stockholder vote may be taken on one or more of
the proposals in this proxy statement prior to any such adjournment if
sufficient votes have been received for approval.
Salomon Brothers Asset Management Inc ('SBAM'), whose principal business
address is 399 Park Avenue, New York, New York 10022, is the Fund's investment
adviser. SBAM is an indirect wholly-owned subsidiary of Citigroup Inc.
PROPOSAL 1: ELECTION OF DIRECTORS
In accordance with the Fund's Charter, the Fund's Board of Directors is
divided into three classes: Class I, Class II and Class III. At the Meeting,
stockholders will be asked to elect two Class I Directors to hold office until
the year 2008 or thereafter when their respective successors are elected and
qualified. The terms of office of the remaining Class I and Class II Directors
expire at the year 2006 and 2007 Annual Meeting of Stockholders, respectively,
or thereafter in each case when their respective successors are duly elected and
qualified. The effect of these staggered terms is to limit the ability of other
entities or
<Page>
persons to acquire control of the Fund by delaying the replacement of a majority
of the Board of Directors.
The persons named in the proxy intend to vote at the Meeting (unless
directed not to vote) FOR the election of the nominees named below. All of the
nominees are currently members of the Fund's Board of Directors. Each of the
nominees for election has indicated that they will serve if elected, but if they
should be unable to serve, the proxy will be voted for any other person
determined by the persons named in the proxy in accordance with their judgment.
The following table provides information concerning the nominees for
election as Class I of the Fund:
<Table>
<Caption>
NUMBER OF
PORTFOLIOS IN
FUND
COMPLEX
OVERSEEN BY
POSITION(S) LENGTH OF NOMINEE
HELD WITH TERM PRINCIPAL OCCUPATION(S) (INCLUDING OTHER DIRECTORSHIPS
NAME, ADDRESS AND AGE THE FUND SERVED DURING PAST 5 YEARS THE FUND) HELD BY NOMINEE
- --------------------- ------------ --------- ----------------------- ------------- -------------------
NON-INTERESTED NOMINEES
NOMINEES TO SERVE AS CLASS I DIRECTORS UNTIL THE 2008 ANNUAL MEETING OF STOCKHOLDERS
Leslie H. Gelb Director and Since President Emeritus and 34 Director of
150 East 69th Street Member of 2001 Senior Board Fellow, two registered
New York, NY 10021 Audit and The Council on Foreign investment
Birth year: 1937 Nominating Relations; formerly, companies advised
Committees Columnist, Deputy by Advantage
Editorial Page Editor Advisers, Inc.
and Editor, Op-Ed Page, ('Advantage').
The New York Times.
Jeswald W. Salacuse Director and Since Henry J. Braker 34 Director of two
Tufts University Member of 1993 Professor of Commercial registered
The Fletcher School of Law Audit and Law and formerly Dean, investment
& Diplomacy Nominating The Fletcher School of companies advised
Packard Avenue Committees Law & Diplomacy, Tufts by Advantage.
Medford, MA 02155 University; formerly,
Birth year: 1938 Fulbright Distinguished
Chair in Comparative
Law, University of
Trento, Italy.
</Table>
2
<Page>
The following table provides information concerning the remaining Directors
of the Fund:
<Table>
<Caption>
NUMBER OF
PORTFOLIOS IN
FUND
COMPLEX
OVERSEEN BY
POSITION(S) LENGTH OF DIRECTOR
HELD WITH TERM PRINCIPAL OCCUPATION(S) (INCLUDING OTHER DIRECTORSHIPS
NAME, ADDRESS AND AGE THE FUND SERVED DURING PAST 5 YEARS THE FUND) HELD BY DIRECTOR
- --------------------- ------------ --------- ------------------------ ------------- -------------------
CLASS II DIRECTORS SERVING UNTIL THE 2006 ANNUAL MEETING OF STOCKHOLDERS
NON-INTERESTED DIRECTOR
Carol L. Colman Director and Since President, Colman 37 None
Colman Consulting Member of 2002 Consulting Co.
278 Hawley Road Audit and
North Salem, NY 10560 Nominating
Birth year: 1946 Committees
William R. Hutchinson Director and Since President, W.R. 42 Associated Banc-
535 N. Michigan Member of 2003 Hutchinson Corp.
Suite 1012 Audit & Associates Inc.;
Chicago, IL 60611 Committee formerly Group Vice
Birth year: 1942 President, Mergers and
Acquisitions,
BP AMOCO.
INTERESTED DIRECTOR
R. Jay Gerken* Director, Since Managing Director, 221 None
Citigroup Asset Management Chairman and 2002 Citigroup Global
('CAM') Chief Markets Inc. ('CGM');
399 Park Avenue Executive Chairman, President and
New York, NY 10022 Officer Chief Executive Officer
Birth year: 1951 and Director of Smith
Barney Fund Management,
LLC ('SBFM'), Travelers
Investment Advisor,
Inc. ('TIA'), and Citi
Fund Management Inc.
('CFM'), President and
Chief Executive Officer
of certain mutual funds
associated with
Citigroup Inc.,
('Citigroup'); Formerly
Portfolio Manager of
Smith Barney Allocation
Services Inc. (from
1996 to 2001) and Smith
Barney Growth and
Income Fund (from 1996
to 2000).
CLASS III DIRECTORS SERVING UNTIL THE 2007 ANNUAL MEETING OF STOCKHOLDERS
Daniel P. Cronin Director and Since Formerly, Associate 34 None
24 Woodlawn Ave. Member of 1993 General Counsel,
New Rochelle, NY 10804 Audit and Pfizer, Inc.
Birth year: 1946 Nominating
Committees
</Table>
(table continued on next page)
3
<Page>
(table continued from previous page)
<Table>
<Caption>
NUMBER OF
PORTFOLIOS IN
FUND
COMPLEX
OVERSEEN BY
POSITION(S) LENGTH OF DIRECTOR
HELD WITH TERM PRINCIPAL OCCUPATION(S) (INCLUDING OTHER DIRECTORSHIPS
NAME, ADDRESS AND AGE THE FUND SERVED DURING PAST 5 YEARS THE FUND) HELD BY DIRECTOR
- --------------------- ------------ --------- ------------------------ ------------- -------------------
Dr. Riordan Roett Director and Since Professor and Director, 34 None
The Johns Hopkins Member of 1995 Latin American Studies
University Audit and Program, Paul H. Nitze
1710 Massachusetts Ave., Nominating School of Advanced
NW Committees International Studies,
Washington, D.C. 20036 The Johns Hopkins
Birth year: 1938 University.
</Table>
- ---------
* Mr. Gerken is an 'interested person' as defined in the Investment Company Act
of 1940, as amended (the '1940 Act'), because he is a Managing Director of
SBAM, the Fund's investment adviser.
The following table provides information concerning the dollar range(1) of
equity securities owned beneficially by each Director and nominee for election
as Director as of December 31, 2004:
<Table>
<Caption>
DOLLAR RANGE(1) OF EQUITY AGGREGATE DOLLAR RANGE(1) OF EQUITY SECURITIES IN ALL FUNDS
NAME OF DIRECTOR/NOMINEE SECURITIES IN THE FUND OVERSEEN BY DIRECTOR/NOMINEE AND ADVISED BY SBAM
- ------------------------ ---------------------- ------------------------------------------------
NON-INTERESTED DIRECTORS/NOMINEES
Carol L. Colman A E
Daniel P. Cronin C E
Leslie H. Gelb A A
William R. Hutchinson A E
Dr. Riordan Roett A C
Jeswald W. Salacuse B C
INTERESTED DIRECTOR/NOMINEE
R. Jay Gerken B E
</Table>
- ---------
(1) The dollar ranges are as follows: 'A' = None; 'B' = $1-$10,000;
'C' = $10,001-$50,000; 'D' = $50,001-$100,000; 'E' = over $100,000.
No Director or nominee for election as Director who is not an 'interested
person' of the Fund as defined in the 1940 Act, nor any immediate family member
of such persons, had any interest in SBAM, the Fund's investment adviser, or any
person or entity (other than the Fund) directly or indirectly controlling,
controlled by, or under common control with SBAM as of December 31, 2004.
At December 27, 2004, Directors and officers of the Fund as a group owned
beneficially less than 1% of the outstanding shares of the Fund's common stock.
To the knowledge of the Fund's management, no person owned of record, or owned
beneficially, more than 5% of the Fund's outstanding shares of common stock at
that date, except that Cede & Co., a nominee for participants in Depository
Trust Company, held of record 12,229,281 shares, equal to approximately 94.6% of
the outstanding shares of the Fund's common stock.
4
<Page>
RESPONSIBILITIES OF THE BOARD OF DIRECTORS
The Board of Directors is responsible for ensuring that the Fund is managed
in the best interest of its stockholders. The Directors oversee the Fund's
business by, among other things, meeting with the Fund's management and
evaluating the performance of the Fund's service providers including SBAM, the
custodian, the transfer agent and the administrator. As part of this process,
the Directors consult with the Fund's independent auditors and with their own
separate independent counsel.
The Board of Directors has four regularly scheduled meetings each year and
additional meetings are scheduled as needed. In addition, the Board has an Audit
Committee and a Nominating Committee which meet periodically and whose
responsibilities are described below. The Fund does not have a formal policy
regarding attendance by Directors at annual meetings of stockholders but
encourages such attendance.
During the fiscal year ended October 31, 2004, the Board of Directors met
six times. Each Director attended at least 75% of the aggregate number of
meetings of the Board and the committees for which he or she was eligible.
The Directors regularly review the Fund's financial statements, performance
and market price as well as the quality of the services being provided to the
Fund. As part of this process, the Directors review the Fund's fees and expenses
to determine if they are reasonable and competitive in light of the services
being received and while also ensuring that the Fund continues to have access to
high quality services in the future. Based on these reviews, the Directors
periodically make suggestions to the Fund's management and monitor to ensure
that responsive action is taken. The Directors also monitor potential conflicts
of interest among the Fund, SBAM and its affiliates and other funds and clients
managed by SBAM to ensure that the Fund is managed in a manner which is in the
best interest of the Fund's stockholders.
The Fund's executive officers are chosen each year at the meeting of the
Board of Directors of the Fund immediately following the Annual Meeting of
Stockholders, to hold office until the meeting of the Board following the next
Annual Meeting of Stockholders and until their successors are duly elected and
qualified. In addition to Mr. Gerken, the current executive officers of the Fund
are:
<Table>
<Caption>
POSITION(S) HELD LENGTH OF PRINCIPAL OCCUPATION(S)
NAME, ADDRESS AND AGE WITH FUND TIME SERVED DURING PAST 5 YEARS
- ----------------------------- ----------------- ----------- ---------------------------------------------------
Peter J. Wilby President Since 2002 Managing Director of CGM and SBAM.
CAM Executive Vice 1993-2002
399 Park Avenue President
New York, NY 10022
Birth year: 1958
Andrew B. Shoup Senior Vice Since 2003 Director of CAM; Chief Administrative Officer of
CAM President and mutual funds associated with Citigroup Inc.; Head
125 Broad Street, 11th Floor Chief of International Funds Administration of CAM from
New York, NY 10004 Administrative 2001 to 2003; Director of Global Funds
Birth year 1956 Officer Administration of CAM from 2000 to 2001; Head of
U.S. Citibank Funds Administration of CAM from 1998
to 2000.
</Table>
(table continued on next page)
5
<Page>
(table continued from previous page)
<Table>
<Caption>
POSITION(S) HELD LENGTH OF PRINCIPAL OCCUPATION(S)
NAME, ADDRESS AND AGE WITH FUND TIME SERVED DURING PAST 5 YEARS
- ----------------------------- ----------------- ----------- ---------------------------------------------------
James E. Craige Executive Vice Since 1996 Managing Director of CGM and SBAM.
CAM President
399 Park Avenue
New York, NY 10022
Birth year: 1967
Thomas K. Flanagan Executive Vice Since 1994 Managing Director of CGM and SBAM.
CAM President
399 Park Avenue
New York, NY 10022
Birth year: 1956
Beth A. Semmel Executive Vice Since 1996 Managing Director of CGM and SBAM.
CAM President
399 Park Avenue
New York, NY 10022
Birth year: 1960
Maureen O'Callaghan Executive Vice Since 1996 Managing Director, SBAM (since January 2001);
CAM President Director and Vice President, SBAM (prior to 2001).
399 Park Avenue
New York, NY 10022
Birth year: 1964
Frances M. Guggino Treasurer and Since 2004 Vice President of CGM; Treasurer and Chief
CAM Chief Financial Financial Officer of certain mutual funds
125 Broad Street, 10th Floor Officer associated with Citigroup.
New York, NY 10004 Controller 2002-2004 Controller of certain mutual funds associated with
Birth year: 1957 Citigroup.
Wendy Setnicka Controller Since 2004 Vice President of CGM since 2003; Assistant Vice
CAM President of CGM (from 2001 to 2003); Controller
125 Broad Street, (since 2004) or Assistant Controller (from 2002 to
New York, NY 10004 2004) of certain mutual funds associated with
Birth year: 1964 Citigroup; Accounting Manager with CGM (from 1998
to 2002).
Robert I. Frenkel Secretary and Since 2003 Managing Director and General Counsel, Global
CAM Chief Legal Mutual Funds for CAM and its predecessor (since
300 First Stamford Place Officer 1994); Secretary of Citi Fund Management Inc.;
Stamford, CT 06902 Secretary of certain funds associated with
Birth year: 1954 Citigroup Inc.; Chief Legal Officer of mutual funds
associated with Citigroup Inc.
Andrew Beagley Chief Compliance Since 2004 Compliance Officer, Chief Compliance Officer and
CAM Officer Vice President of certain mutual funds associated
399 Park Avenue, 4th Floor with Citigroup; Director of Compliance, Europe, the
New York, NY 10022 Middle East and Africa, Citigroup Asset Management
Birth year: 1962 (from 1999 to 2000); Compliance Officer, Salomon
Brothers Asset Management Limited, Smith Barney
Global Capital Management Inc., Salomon Brothers
Asset Management Asia Pacific Limited (from 1997 to
1999).
</Table>
The Fund's Audit Committee is composed of all Directors who are not
'interested persons' of the Fund, SBAM or their affiliates within the meaning of
the 1940 Act, and who are 'independent' as defined in the New York Stock
Exchange listing standards. The principal functions of the Audit Committee are
to (a) oversee the scope of the Fund's audit, the Fund's accounting and
financial reporting policies and practices and its internal controls and enhance
the quality and objectivity of the audit function; (b) approve, and recommend to
the Independent Board Members (as such term is defined in the Audit Committee
Charter) for their ratification, the selection, appointment, retention or
termination of the Fund's independent auditors, as well as approving the
compensation thereof; and (c) approve all audit and
6
<Page>
permissible non-audit services provided to the Fund and certain other persons by
such independent auditors. This Committee met twice during the fiscal year ended
October 31, 2004. The Fund adopted an Audit Committee Charter at a meeting held
on January 20, 2004, a copy of which is attached to this Proxy Statement as
Annex A.
The Nominating Committee, the principal function of which is to select and
nominate candidates for election as Directors of the Fund, is currently composed
of Ms. Colman, Messers. Cronin, Gelb and Salacuse and Dr. Roett. Only Directors
who are not 'interested persons' of the Fund as defined in the 1940 Act and who
are 'independent' as defined in the New York Stock Exchange listing standards
are members of the Nominating Committee. The Nominating Committee will accept
nominees recommended by a stockholder as it deems appropriate. Stockholders who
wish to recommend a nominee should send recommendations to the Fund's Secretary
that include all information relating to such person that is required to be
disclosed in solicitations of proxies for the election of Directors. A
recommendation must be accompanied by a written consent of the individual to
stand for election if nominated by the Board of Directors and to serve if
elected by the stockholders. The Nominating Committee met once during the Fund's
fiscal year ended October 31, 2004. The Fund adopted a Nominating Committee
Charter at a meeting held on January 20, 2004, a copy of which is attached to
this Proxy Statement as Annex B.
The Nominating Committee identifies potential nominees through its network
of contacts, and may also engage, if it deems appropriate, a professional search
firm. The Committee meets to discuss and consider such candidates'
qualifications and then chooses a candidate by majority vote. The Nominating
Committee does not have specific, minimum qualifications for nominees and has
not established specific qualities or skills that it regards as necessary for
one or more of the Fund's directors to possess (other than any qualities or
skills that may be required by applicable law, regulation or listing standard).
However, as set forth in the Nominating Committee Charter, in evaluating a
person as a potential nominee to serve as a Director of the Fund, the Committee
may consider the following factors, among any others it may deem relevant:
whether or not the person is an 'interested person' as defined in the 1940
Act and whether the person is otherwise qualified under applicable laws
and regulations to serve as a Director of the Fund;
whether or not the person has any relationships that might impair his or
her independence, such as any business, financial or family relationships
with Fund management, the investment manager of the Fund, Fund service
providers or their affiliates;
whether or not the person serves on boards of, or is otherwise affiliated
with, competing financial service organizations or their related mutual
fund complexes;
whether or not the person is willing to serve, and willing and able to
commit the time necessary for the performance of the duties of a Director
of the Fund;
the contribution which the person can make to the Board and the Fund (or,
if the person has previously served as a Director of the Fund, the
contribution which the person made to the Board during his or her previous
term of service), with consideration being given to the person's business
and professional experience, education and such other factors as the
Committee may consider relevant;
7
<Page>
the character and integrity of the person; and
whether or not the selection and nomination of the person would be
consistent with the requirements of the Fund's retirement policies.
ADDITIONAL MATTERS
Under the federal securities laws, the Fund is required to provide to
stockholders in connection with the Meeting information regarding compensation
paid to the Directors by the Fund, as well as by the various other investment
companies advised by SBAM. The following table provides information concerning
the compensation paid to each Director from the Fund during the fiscal year
ended October 31, 2004 and the total compensation paid to each Director by the
Fund and other funds advised by SBAM and its affiliates for the calendar year
ended December 31, 2003. Certain of the Directors listed below are members of
the Audit and Nominating Committees of the Fund and other committees of certain
other investment companies advised by SBAM, and accordingly, the amounts
provided in the table include compensation for service on such committees. The
Fund does not provide any pension or retirement benefits to Directors. In
addition, no remuneration was paid during the fiscal year ended October 31, 2004
by the Fund to Mr. Gerken, who is an 'interested person' as defined in the 1940
Act.
<Table>
<Caption>
TOTAL COMPENSATION
FROM THE FUND AND
AGGREGATE OTHER FUNDS
COMPENSATION ADVISED BY SBAM
FROM THE FUND AND ITS AFFILIATES FOR
FOR FISCAL YEAR ENDED CALENDAR YEAR ENDED
NAME OF DIRECTORS 10/31/04 12/31/03
- ----------------- -------- --------
DIRECTORSHIPS(A)
Carol L. Colman............................... $12,500 $197,350(37)
Daniel P. Cronin.............................. $10,800 $117,450(34)
Leslie H. Gelb................................ $10,000 $111,150(34)
William R. Hutchinson......................... $14,400 $114,600(44)
Dr. Riordan Roett............................. $11,700 $163,300(34)
Jeswald W. Salacuse........................... $11,500 $137,150(34)
</Table>
- ---------
(A) The numbers in parentheses indicate the applicable number of directorships
held by that Director.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 and Section 30(h) of
the 1940 Act in combination require Directors and officers of the Fund, persons
who own more than 10% of the Fund's Common Stock and SBAM and its directors and
officers to file reports of ownership and changes in ownership with the
Securities and Exchange Commission and the New York Stock Exchange, Inc. The
Fund believes that for the fiscal year ended October 31, 2004, all relevant
persons have complied with applicable filing requirements during its most
recently completed fiscal year.
REPORT OF THE AUDIT COMMITTEE
Pursuant to a meeting of the Audit Committee on December 21, 2004, the Audit
Committee reports that it has: (i) reviewed and discussed the Fund's audited
financial statements with management; (ii) discussed with PricewaterhouseCoopers
LLP ('PwC'), the Independent Registered Public Accounting Firm to the Fund, the
matters (such as the quality of the Fund's accounting principles and internal
8
<Page>
controls) required to be discussed by Statement on Auditing Standards No. 61;
and (iii) previously received written confirmation from PwC that it is
independent and written disclosures regarding such independence as required by
Independence Standards Board Standard No. 1, and discussed with PwC the
auditors' independence.
Pursuant to the Audit Committee Charter adopted by the Fund's Board, the
Audit Committee is responsible for conferring with the Fund's independent public
accountants, reviewing annual financial statements and recommending the
selection of the Fund's independent public accountants. The Audit Committee
advises the full Board with respect to accounting, auditing and financial
matters affecting the Fund. The independent public accountants are responsible
for planning and carrying out the audit of the Fund's financial statements and
expressing an opinion as to their conformity with accounting principles
generally accepted in the United States of America.
The members of the Audit Committee are not professionally engaged in the
practice of auditing or accounting and are not employed by the Fund accounting,
financial management or internal control. Moreover, the Audit Committee relies
on and makes no independent verification of the facts presented to it or
representations made by management or the independent public accountants.
Accordingly, the Audit Committee's oversight does not provide an independent
basis to determine that management has maintained appropriate accounting and
financial reporting principles and policies, or internal controls and
procedures, designed to assure compliance with accounting standards and
applicable laws and regulations. Furthermore, the Audit Committee's
considerations and discussions referred to above do not provide assurance that
the audit of the Fund's financial statements has been carried out in accordance
with generally accepted accounting standards or that the financial statements
are presented in accordance with generally accepted accounting principles.
Based on the review and discussions referred to in items (i) through (iii)
above, the Audit Committee recommended to the Board of Directors (and the Board
has approved) that the audited financial statements be included in the Fund's
annual report for the Fund's fiscal year ended October 31, 2004.
Submitted by the Audit Committee
of the Fund's Board of Directors
Carol L. Colman
Daniel P. Cronin
Leslie H. Gelb
William R. Hutchinson
Dr. Riordan Roett
Jeswald W. Salacuse
REQUIRED VOTE
Directors are elected by a plurality of the votes cast by the holders of
shares of the Fund's common stock present in person or represented by proxy at a
meeting at which a quorum is present. For purposes of the election of directors,
abstentions and broker non-votes will not be considered votes cast, and do not
affect the plurality vote required for Directors.
9
<Page>
THE DIRECTORS, INCLUDING THE DIRECTORS WHO ARE NOT 'INTERESTED PERSONS,'
UNANIMOUSLY RECOMMEND THAT THE STOCKHOLDERS VOTE 'FOR' THE NOMINEES FOR
DIRECTOR.
FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
AUDIT FEES. The aggregate fees billed by PwC in connection with the annual
audit of the Fund's financial statements and for services normally provided by
PwC in connection with the statutory and regulatory filing of the Fund for the
fiscal years ended October 31, 2003 and October 31, 2004 were $53,000 and
$53,000, respectively, including out of pocket expenses.
AUDIT-RELATED FEES. The aggregate fees billed by PwC in connection with
assurance and related services related to the annual audit of the Fund and for
review of the Fund's financial statement, other than the Audit Fees described
above, which include the performance of agreed upon procedures (which, among
other items, include maintenance testing in connection with the revolving credit
facility) for the fiscal years ended October 31, 2003 and October 31, 2004 were
$85,000 and $85,000, respectively.
In addition, there were no Audit-Related Fees billed in the years ended
October 31, 2003 and October 31, 2004 for assurance and related services by PwC
to SBAM and any entity controlling, controlled by or under common control with
SBAM that provides ongoing services to the Fund (SBAM and such other entities
together, the 'Service Affiliates'), that were related to the operations and
financial reporting of the Fund. Accordingly, there were no such fees that
required pre-approval by the Audit Committee.
TAX FEES. The aggregate fees billed by PwC for tax compliance and tax
advice, which includes the filing and amendment of federal, state and local
income tax returns rendered by PwC to the Fund for the fiscal years ended
October 31, 2003 and October 31, 2004 were $5,700 and $5,700, respectively.
There were no fees billed by PwC to the Service Affiliates for tax services
for the 2003 and 2004 fiscal years that were required to be approved by the
Fund's Audit Committee.
ALL OTHER FEES. There were no other fees billed for other non-audit
services rendered by PwC to the Fund for the fiscal years ended October 31, 2003
and October 31, 2004.
All other fees billed by PwC to the Service Affiliates for other non-audit
services for the fiscal year ended October 31, 2004 that were required to be
approved by the Fund's Audit Committee, which included the issuance of reports
on internal controls under Statement of Auditing Standards No. 70 relating to
various Citigroup Assets Management ('CAM') entities, were $790,000.
Generally, the Audit Committee must approve (a) all audit and permissible
non-audit services to be provided to the Fund and (b) all permissible non-audit
services to be provided by PwC to the Service Affiliates that relate directly to
the operations and financial reporting of the Fund. The Audit Committee may
implement policies and procedures by which such services are approved other than
by the full Committee, but has not yet done so.
The aggregate non-audit fees billed by PwC for services rendered to the Fund
for the fiscal years ended October 31, 2003 and October 31, 2004 were $0 and $0,
respectively. The aggregate non-audit fees billed by PwC for services rendered
to the Service Affiliates for the fiscal years ended October 31, 2003 and
October 31, 2004 were $6.4 million and $2.2 million.
10
<Page>
The Audit Committee has considered whether the provision of non-audit
services to the Service Affiliates that were not pre-approved by the Audit
Committee (because they did not require pre-approval) is compatible with
maintaining PwC's independence. All services provided by PwC to the Fund or to
the Service Affiliates that were required to be approved by the Audit Committee
were pre-approved.
A representative of PwC, if requested by any stockholder, will be present
via telephone at the meeting to respond to appropriate questions from
stockholders and will have an opportunity to make a statement if he or she
chooses to do so.
PROPOSALS TO BE SUBMITTED BY STOCKHOLDERS AND OTHER STOCKHOLDER COMMUNICATIONS
All proposals by stockholders of the Fund which are intended to be presented
at the Fund's next Annual Meeting of Stockholders to be held in 2006 must be
received by the Fund for inclusion in the Fund's proxy statement and proxy
relating to that meeting no later than September 28, 2005. Any stockholder who
desires to bring a proposal at the Fund's 2006 Annual Meeting of Stockholders
without including such proposal in the Fund's proxy statement must deliver
written notice thereof to the Secretary of the Fund (addressed to Citigroup
Asset Management c/o Salomon Brothers Worldwide Income Fund Inc., 300 First
Stamford Place, 4th Floor, Stamford, CT 06902) during the period from
November 28, 2005 to December 26, 2005. However, if the Fund's 2006 Annual
Meeting of Stockholders is held earlier than January 25, 2006 or later than
April 25, 2006, such written notice must be delivered to the Secretary of the
Fund during the period from 90 days before the date of the 2006 Annual Meeting
to the later of 60 days prior to the date of the 2006 Annual Meeting or 10 days
following the public announcement of the date of the 2006 Annual Meeting.
The Fund's Audit Committee has also established guidelines and procedures
regarding the receipt, retention and treatment of complaints regarding
accounting, internal accounting controls or auditing matters (collectively,
'Accounting Matters'). Persons with complaints or concerns regarding Accounting
Matters may submit their complaints to the Citigroup Chief Compliance Officer
('CCO'). Persons who are uncomfortable submitting complaints to the CCO,
including complaints involving the CCO, may submit complaints directly to the
Fund's Audit Committee Chair (together with the CCO, 'Complaint Officers').
Complaints may be submitted on an anonymous basis.
The CCO may be contacted at:
Citigroup Asset Management
Compliance Department
399 Park Avenue, 4th Floor
New York, NY 10022
Complaints may also be submitted by telephone at 800-742-5274. Complaints
submitted through this number will be received by the CCO.
The Fund's Audit Committee Chair may be contacted at:
Salomon Brothers Worldwide Income Fund Inc.
Audit Committee Chair
c/o Robert K. Fulton, Esq.
Stradley Ronon Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, PA 19103
11
<Page>
Stockholder who wishes to send any other communications to the Board should
also deliver such communications to the Secretary of the Fund at the address
listed above. The Secretary is responsible for determining, in consultation with
other officers of the Fund, counsel, and other advisers as appropriate, which
stockholder communications will be relayed to the Board.
OTHER INFORMATION
The Fund's Annual Report containing financial statements for the fiscal year
ended October 31, 2004, is available free of charge by writing to the Fund c/o
Salomon Brothers Asset Management Inc at the address listed on the front cover,
or by calling toll-free 1-888-777-0102.
EXPENSES OF PROXY SOLICITATION
The costs of preparing, assembling and mailing material in connection with
this solicitation of proxies will be borne by the Fund. Proxies may also be
solicited personally by officers of the Fund and by regular employees of SBAM,
or its affiliates, or other representatives of the Fund or by telephone or
telegraph, in addition to the use of mails. Brokerage houses, banks and other
fiduciaries may be requested to forward proxy solicitation material to their
principals to obtain authorization for the execution of proxies, and will be
reimbursed by the Fund for such out-of-pocket expenses.
OTHER BUSINESS
The Board of Directors of the Fund does not know of any other matter which
may come before the Meeting. If any other matter properly comes before the
Meeting, it is the intention of the persons named in the proxy to vote the
proxies in accordance with their judgment on that matter.
January 31, 2005
12
<Page>
ANNEX A
AUDIT COMMITTEE CHARTER
AMENDED AND RESTATED AS OF JANUARY 20, 2004
ESTABLISHMENT AND PURPOSE
This document serves as the Charter for the Audit Committee (the
'Committee') of the Board of each registered investment company (the 'Fund')
advised by Smith Barney Fund Management or Salomon Brothers Asset Management or
one of their affiliates (each, an 'Adviser') listed on Appendix A hereto (each
such Charter being a separate Charter). The primary purposes of the Committee
are to (a) assist Board oversight of (i) the integrity of the Fund's financial
statements, (ii) the Fund's compliance with legal and regulatory requirements
(iii) the qualifications and independence of the Fund's independent auditors and
(iv) the performance of the Fund's internal audit function and independent
auditors; (b) approve, and recommend to the Independent Board Members (as such
term is defined below) for their ratification, the selection, appointment,
retention or termination of the Fund's independent auditors, as well as
approving the compensation thereof; (c) approve all audit and permissible
non-audit services provided to the Fund and certain other persons by the Fund's
independent auditors; and (d) for each closed-end Fund, prepare the report
required to be prepared by the Committee pursuant to the rules of the Securities
and Exchange Commission for inclusion in the Fund's annual Proxy Statement.
DUTIES AND RESPONSIBILITIES
The Fund's independent auditors are accountable to the Committee.
The Committee shall:
1. Bear direct responsibility for the appointment, compensation, retention
and oversight of the Fund's independent auditors, or of any other public
accounting firm engaged for the purpose of performing other audit,
review or attest services for the Fund.
2. Confirm with any independent auditor retained to provide audit services
that the independent auditor has ensured the appropriate rotation of the
lead audit partner pursuant to applicable regulations.
3. Approve (a) all audit and permissible non-audit services(1) to be
provided to the Fund and (b) all permissible non-audit services to be
provided by the Fund's independent auditors to
- ---------
(1) The Committee shall not approve non-audit services that the Committee
believes may impair the independence of the auditors. As of the date of the
approval of this Audit Committee Charter, permissible non-audit services
include any professional services (including tax services), that are not
prohibited services as described below, provided to the Fund by the
independent auditors, other than those provided to the Fund in connection
with an audit or a review of the financial statements of the Fund.
Permissible non-audit services may not include: (i) bookkeeping or other
services related to the accounting records or financial statements of the
Fund; (ii) financial information systems design and implementation;
(iii) appraisal or valuation services, fairness opinions or contribution-
in-kind reports; (iv) actuarial services; (v) internal audit outsourcing
services; (vi) management functions or human resources; (vii) broker or
dealer, investment adviser or investment banking services; (viii) legal
services and expert services unrelated to the audit; and (ix) any other
service the Public Company Accounting Oversight Board determines, by
regulation, is impermissible.
<Page>
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.
4. Discuss with the independent auditors any disclosed relationships or
services that may diminish the objectivity and independence of the
independent auditors and, if so determined by the Committee, recommend
that the Board take appropriate action to ensure the independence of the
independent auditors.
5. Review, in consultation with the independent auditors, the proposed
scope of the Fund's audit each year, including the audit procedures to
be utilized in the review of the Fund's financial statements.
6. Inquire of the Adviser and the independent auditors as to significant
tax and accounting policies elected by the Fund (including matters
affecting qualification under Subchapter M of the Internal Revenue
Code).
7. Review with the independent auditors any problems or difficulties the
auditors may have encountered during the conduct of the audit and
management's response, including a discussion with the independent
auditors of the matters required to be discussed by Statement on
Auditing Standards No. 61, 89, 90 or any subsequent Statement, relating
to the conduct of the audit.
8. Review, in consultation, as appropriate, with the independent auditors
and significant Fund service providers, matters relating to internal
controls over financial reporting and disclosure controls and procedures
of the Fund and of the Fund's significant service providers.
9. Request, receive and/or review from the independent auditors such other
materials as deemed necessary or advisable by the Committee in the
exercise of its duties under this Charter; such materials may include,
without limitation, any other material written communications bearing on
the Fund's financial statements, or internal or disclosure controls,
between the independent auditors and the Fund, the Adviser or other Fund
service providers, such as any management letter or schedule of
unadjusted differences, and any comment or 'deficiency' letter (to the
extent such letters relate to financial reporting) received from a
regulatory or self-regulatory organization addressed to the Fund or the
Adviser that relates to services rendered to the Fund.
- ---------
Pre-approval by the Committee of any permissible non-audit services is
not required so long as: (i) the aggregate amount of all such
permissible non-audit services provided to the Fund, the Adviser and any
service providers controlling, controlled by or under common control
with the Adviser that provide ongoing services to the Fund ('Covered
Service Providers') constitutes not more than 5% of the total amount of
revenues paid to the independent auditors during the fiscal year in
which the permissible non-audit services are provided to (a) the Fund,
(b) the Adviser and (c) any entity controlling, controlled by or under
common control with the Adviser that provides ongoing services to the
Fund during the fiscal year in which the services are provided that
would have to be approved by the Committee; (ii) the permissible
non-audit services were not recognized by the Fund at the time of the
engagement to be non-audit services; and (iii) such services are
promptly brought to the attention of the Committee and approved by the
Committee (or its delegate(s)) prior to the completion of the audit.
A-2
<Page>
10. For each closed-end Fund, establish procedures regarding the receipt,
retention and treatment of complaints that the Fund may receive
regarding Fund accounting, internal accounting controls or auditing
matters, including procedures for the confidential or anonymous
submission by Fund officers, employees, stockholders or service
providers of concerns regarding questionable accounting or auditing
matters related to the Fund.
11. For each closed-end Fund, obtain and review a report by the Fund's
independent auditors describing (i) the auditing firm's internal
quality-control procedures; (ii) any material issues raised by the most
recent internal quality-control review, or peer review, of the auditing
firm, or by any inquiry or investigation by governmental or professional
authorities, within the preceding five years, respecting one or more
independent audits carried out by the auditing firm, and any steps taken
to deal with any such issues; and (iii) (to assess the auditor's
independence) all relationships between the independent auditor and the
Fund.
12. For each closed-end Fund, discuss policies with respect to risk
assessment and risk management.
13. For each closed-end Fund, review hiring policies for employees or former
employees of the Fund's independent auditors.
14. For each closed-end Fund, discuss with management and the Fund's
independent auditors the Fund's audited financial statements and discuss
with management the Fund's unaudited financial statements, including any
narrative discussion by management concerning the Fund's financial
condition and investment performance and, if appropriate, recommend the
publication of the Fund's annual audited financial statements in the
Fund's annual report in advance of the printing and publication of the
annual report.
15. For each closed-end Fund, discuss the Fund's earnings press releases, as
well as financial information and earnings guidance provided to analysts
and rating agencies;
16. For each closed-end Fund, review and evaluate annually the performance
of the Committee and the adequacy of this Charter and recommend any
proposed changes to the Charter to the Board for approval.
The Committee shall have the resources and authority appropriate to
discharge its responsibilities, including the authority to retain, as it deems
necessary to carry out its duties, special counsel and other experts or
consultants at the expense of the Fund. The Fund shall provide appropriate
funding, as determined by the Committee, for the Committee to carry out its
duties and its responsibilities, including (a) for compensation to be paid to,
or services to be provided by, the Fund's independent auditors or other public
accounting firm providing audit, review or attest services for the Fund, (b) for
payment of compensation to any outside legal, accounting or other advisors,
counsel or consultants employed by the Committee and (c) for the ordinary
administrative expenses of the Committee. In performing its duties, the
Committee shall consult as it deems appropriate with the members of the Board,
officers and employees of the Fund, the Adviser, the Fund's sub-adviser(s), if
any, the Fund's counsel, counsel to the Independent Board Members and the Fund's
other service providers.
A-3
<Page>
COMPOSITION
The Committee shall be composed of each Board member who has been determined
not to be an 'interested person,' as that term is defined in Section 2(a)(19) of
the Investment Company Act of 1940, as amended ('1940 Act'), of the Fund (the
'Independent Board Members'), or such lesser number as the Board of the Fund may
specifically determine and reflect in the Board's minutes, each of whom shall be
financially literate and at least one of whom shall have accounting or related
financial management expertise as determined by the Fund's Board in its business
judgment. Each member of the Committee must also meet the independence and
experience requirements as set forth in Section 303.01(B) of the New York Stock
Exchange's Listed Company Manual or as set forth in Section 121(a) of the
American Stock Exchange's listing standards, as applicable, and the independence
requirements applicable to investment companies set forth in Rule 10A-3 under
the Securities Exchange Act of 1934. For those Funds listed on the New York
Stock Exchange, no member of the Committee may serve on the audit committees of
more than three public companies, including the Funds, unless the Board
determines that such simultaneous service would not impair the ability of such
member to serve on the Committee effectively. The Committee shall elect a
Chairperson, who shall preside over Committee meetings. The Chairperson shall
serve for a term of three years, which term may be renewed from time to time.
MEETINGS
The Committee shall meet on a regular basis, but not less frequently than
twice a year. Special meetings may also be held upon reasonable notice to the
members of the Committee. An agenda shall be established for each meeting. The
Committee may request any officer or employee of the Fund, the Fund's counsel,
counsel to the Independent Board Members, the Adviser, the Fund's independent
auditors or other interested persons to attend a meeting of the Committee or to
meet with any members of, or consultants to, the Committee. The Committee will
meet periodically with the Fund's independent auditors outside the presence of
the Fund's and the Adviser's officers and employees. The Committee will also
meet periodically with the Fund's management outside the presence of the Fund's
independent auditors. Meetings of the Committee may be held in person, by
telephone or by other appropriate means.
One-third of the Committee's members, but not fewer than two members, shall
constitute a quorum. At any meeting of the Committee, the decision of a majority
of the members present and voting shall be determinative as to any matter
submitted to a vote.
REPORTING
The Chairperson shall report regularly to the Board on the result of the
Committee's deliberations and make such recommendations as deemed appropriate.
LIMITS ON ROLE OF COMMITTEE
The function of the Committee is oversight. The Fund's management is
responsible for (i) the preparation, presentation and integrity of the Fund's
financial statements, (ii) the maintenance of
A-4
<Page>
appropriate accounting and financial reporting principles and policies and (iii)
the maintenance of internal controls and procedures designed to assure
compliance with accounting standards and applicable laws and regulations. The
independent auditors are responsible for planning and carrying out proper audits
and reviews. In fulfilling their responsibilities hereunder, it is recognized
that members of the Committee are not employees of the Fund. As such, it is not
the duty or responsibility of the Committee or its members to conduct 'field
work' or other types of auditing or accounting reviews or procedures or to set
auditor independence standards. Each member of the Committee shall be entitled
to rely on (i) the integrity of those persons and organizations within and
outside the Fund from which it receives information and (ii) the accuracy of the
financial and other information provided to the Committee by such persons and
organizations absent actual knowledge to the contrary (which shall be promptly
reported to the Fund's Board) and (iii) statements made by the officers and
employees of the Fund, the Adviser or other third parties as to any information
technology, internal audit and other non-audit services provided by the
independent auditors to the Fund. The designation of a person as an 'audit
committee financial expert,' within the meaning of the rules adopted and
implemented under Section 407 of the Sarbanes-Oxley Act of 2002, shall not
impose any greater responsibility or liability on that person than the
responsibility and liability imposed on such person as a member of the
Committee, nor does it decrease the duties and obligations of other Committee
members or the Board.
In carrying out its responsibilities, the Committee's policies and
procedures shall be adapted, as appropriate, in order to best react to a
changing environment.
AMENDMENTS
This Charter may be amended by a vote of a majority of the Board members.
A-5
<Page>
APPENDIX A
Salomon Brothers Series Funds Inc (SFS)
Salomon Brothers Institutional Series Funds Inc (ISFS)
Salomon Brothers Variable Series Funds Inc (VSFS)
Salomon Brothers Capital and Income Fund Inc. (SCD) *
Salomon Brothers Emerging Markets Debt Fund Inc. (ESD) *
Salomon Brothers Emerging Markets Floating Rate Fund Inc. (EFL) *
Salomon Brothers Emerging Markets Income Fund Inc. (EMD) *
Salomon Brothers Emerging Markets Income Fund II Inc. (EDF) *
Salomon Brothers Global High Income Fund Inc. (EHI) *
Salomon Brothers Global Partners Income Fund Inc. (GDF) *
Salomon Brothers High Income Fund Inc. (HIF) *
Salomon Brothers High Income Fund II Inc. (HIX) *
Salomon Brothers Municipal Partners Fund Inc. (MNP) *
Salomon Brothers Municipal Partners Fund II Inc. (MPT) *
Salomon Brothers Worldwide Income Fund Inc. (SBW) *
Salomon Brothers 2008 Worldwide Dollar Government Term Trust Inc. (SBG) *
Salomon Brothers Variable Rate Strategic Fund Inc. (GFY) *
- ---------
* Closed-end Funds. The duties and responsibilities of paragraphs 10, 11, 12 and
13 and any other provision applicable exclusively to closed-end funds apply to
these funds only.
A-6
<Page>
ANNEX B
NOMINATING COMMITTEE CHARTER
ORGANIZATION
The Nominating Committee of each registered investment company listed on
Appendix A hereto (each, a 'Fund' and together, the 'Funds') shall be composed
solely of Directors who are not 'interested persons' of the Fund as defined in
Section 2(a)(19) of the Investment Company Act of 1940, as amended (the '1940
Act') and, with respect to those Funds listed on the New York Stock Exchange,
who are 'independent' as defined in the New York Stock Exchange listing
standards ('Independent Directors'). The Board of Directors of the Fund (the
'Board') shall nominate the members of the Committee and shall designate the
Chairperson of the Committee. The Chairperson shall preside at each meeting of
the Committee.
RESPONSIBILITIES
The Committee shall select and nominate persons for election or appointment
by the Board as Directors of the Fund.
EVALUATION OF POTENTIAL NOMINEES
In evaluating a person as a potential nominee to serve as a Director of the
Fund, the Committee should consider among other factors it may deem relevant:
whether or not the person is an 'interested person' as defined in the 1940
Act and whether the person is otherwise qualified under applicable laws
and regulations to serve as a Director of the Fund;
whether or not the person has any relationships that might impair his or
her independence, such as any business, financial or family relationships
with Fund management, the investment manager of the Fund, other Fund
service providers or their affiliates;
whether or not the person serves on boards of, or is otherwise affiliated
with, competing financial service organizations or their related mutual
fund complexes;
whether or not the person is willing to serve, and willing and able to
commit the time necessary for the performance of the duties of a Director
of the Fund;
the contribution which the person can make to the Board and the Fund (or,
if the person has previously served as a Director of the Fund, the
contribution which the person made to the Board during his or her previous
term of service), with consideration being given to the person's business
and professional experience, education and such other factors as the
Committee may consider relevant;
the character and integrity of the person; and
<Page>
whether or not the selection and nomination of the person would be
consistent with the requirements of the Fund's retirement policies.
While the Committee is solely responsible for the selection and nomination
of Directors, the Committee may consider nominees recommended by Fund
stockholders as it deems appropriate. Stockholders who wish to recommend a
nominee should send nominations to the Secretary of the Fund that include all
information relating to such person that is required to be disclosed in
solicitations of proxies for the election of Directors. The recommendation must
be accompanied by a written consent of the individual to stand for election if
nominated by the Board of Directors and to serve if elected by the stockholders.
QUORUM
A majority of the members of the Committee shall constitute a quorum for the
transaction of business, and the act of a majority of the members of the
Committee present at any meeting at which there is a quorum shall be the act of
the Committee.
NOMINATION OF DIRECTORS
After a determination by the Committee that a person should be selected and
nominated as a Director of the Fund, the Committee shall present its
recommendation to the full Board for its consideration.
MEETINGS
The Committee may meet either on its own or in conjunction with meetings of
the Board. Meetings of the Committee may be held in person, video conference or
by conference telephone. The Committee may take action by unanimous written
consent in lieu of a meeting.
Adopted: January 20, 2004
B-2
<Page>
APPENDIX A
Salomon Brothers Series Funds Inc (SFS)
Salomon Brothers Institutional Series Funds Inc (ISFS)
Salomon Brothers Variable Series Funds Inc (VSFS)
Salomon Brothers Capital and Income Fund Inc. (SCD)
Salomon Brothers Emerging Markets Debt Fund Inc. (ESD)
Salomon Brothers Emerging Markets Floating Rate Fund Inc. (EFL)
Salomon Brothers Emerging Markets Income Fund Inc. (EMD)
Salomon Brothers Emerging Markets Income Fund II Inc. (EDF)
Salomon Brothers Global High Income Fund Inc. (EHI)
Salomon Brothers Global Partners Income Fund Inc. (GDF)
Salomon Brothers High Income Fund Inc. (HIF)
Salomon Brothers High Income Fund II Inc. (HIX)
Salomon Brothers Municipal Partners Fund Inc. (MNP)
Salomon Brothers Municipal Partners Fund II Inc. (MPT)
Salomon Brothers Worldwide Income Fund Inc. (SBW)
Salomon Brothers 2008 Worldwide Dollar Government Term Trust Inc. (SBG)
Salomon Brothers Variable Rate Strategic Fund Inc. (GFY)
B-3
<Page>
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<Page>
Appendix 1
Proof # 2
SALOMON BROTHERS WORLDWIDE
INCOME FUND INC.
PROXY SOLICITED ON BEHALF OF THE DIRECTORS
The undersigned hereby appoints R. Jay Gerken, William J. Renahan and Robert M.
Nelson, and each of them, attorneys and proxies for the undersigned, with full
power of substitution and revocation to represent the undersigned and to vote on
behalf of the undersigned all shares of Salomon Brothers Worldwide Income Fund
Inc. (the "Fund") which the undersigned is entitled to vote at the Annual
Meeting of Stockholders of the Fund to be held at Citigroup Center, 153 East
53rd Street, 14th Floor, New York, New York on Friday, February 25, 2005, at
3:00 p.m., and at any adjournments thereof. The undersigned hereby acknowledges
receipt of the Notice of Meeting and accompanying Proxy Statement and hereby
instructs said attorneys and proxies to vote said shares as indicated hereon. In
their discretion, the proxies are authorized to vote upon such other business as
may properly come before the Meeting. A majority of the proxies present and
acting at the Meeting in person or by substitute (or, if only one shall be so
present, then that one) shall have and may exercise all of the power and
authority of said proxies hereunder. The undersigned hereby revokes any proxy
previously given.
This proxy, if properly executed, will be voted in the manner directed by the
stockholder. If no direction is made, this proxy will be voted FOR the election
of the Nominees as Directors.
Please refer to the Proxy Statement for a discussion of the Proposals.
(Continued and to be signed on the reverse side)
<Page>
ANNUAL MEETING OF STOCKHOLDERS OF
SALOMON BROTHERS WORLDWIDE
INCOME FUND INC.
February 25, 2005
Proof # 2
Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.
Please detach along perforated line and mail in the envelope provided.
- --------------------------------------------------------------------------------
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR
VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X]
- --------------------------------------------------------------------------------
1. Election of Directors:
NOMINEES:
[ ] FOR ALL NOMINEES ( ) Leslie H. Gelb
( ) Jeswald W. Salacuse
[ ] WITHHOLD AUTHORITY
FOR ALL NOMINEES
[ ] FOR ALL EXCEPT
(See instructions below)
INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark
"FOR ALL EXCEPT" and fill in the circle next to each nominee you
wish to withhold, as shown here: ( )
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
To change the address on your account, please check the box at right
and indicate your new address in the address space above. Please note [ ]
that changes to the registered name(s) on the account may not be
submitted via this method.
- --------------------------------------------------------------------------------
2. Any other business that may properly come before the Meeting.
Please Complete, Sign and Date hereon and Mail in Accompanying Postpaid
Envelope.
Please check the box to the right if [ ]
you will be attending the Meeting.
Signature of Stockholder Date:
-------------------------- ---------------------
Signature of Stockholder Date:
-------------------------- ---------------------
Note: Please sign exactly as your name or names appear on this Proxy. When
shares are held jointly, each holder should sign. When signing as
executor, administrator, attorney, trustee or guardian, please give full
title as such. If the signer is a corporation, please sign full
corporate name by duly authorized officer, giving full title as such. If
signer is a partnership, please sign in partnership name by authorized
person.