<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
Filed by the Registrant / /
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to SS.240.14a-11 (c) or SS.240.14a-12
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
------------------------------------------------------------------------
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
---------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as 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.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
GLOBAL PARTNERS INCOME FUND INC.
7 World Trade Center New York, New York 10048
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
November 15, 2000
To the Stockholders:
The Annual Meeting of Stockholders (the "Meeting") of Global Partners Income
Fund Inc. (the "Fund") will be held at 7 World Trade Center, Downtown Conference
Center, New York, New York, on Tuesday, December 19, 2000, at 4:00 p.m., New
York time, for the purposes of considering and voting upon:
1. The election of directors (Proposal 1);
2. The ratification of the selection of PricewaterhouseCoopers LLP as the
independent accountants of the Fund for the fiscal year ending August 31,
2001 (Proposal 2);
3. Any other business that may properly come before the meeting.
The close of business on October 23, 2000 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,
Christina T. Sydor
Secretary
TO AVOID UNNECESSARY EXPENSE OF FURTHER SOLICITATION, WE URGE YOU to in-
dicate voting instructions on the enclosed proxy, date and sign it and re-
turn 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
------------ ---------------
<S> <C>
Corporate Accounts
(1) ABC Corp..................................................... ABC Corp.
(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>
GLOBAL PARTNERS INCOME FUND INC.
7 World Trade Center, New York, New York 10048
PROXY STATEMENT
This proxy statement is furnished in connection with a solicitation by the
Board of Directors of Global Partners Income Fund Inc. (the "Fund") of proxies
to be used at the Annual Meeting of Stockholders of the Fund (the "Meeting") to
be held at 7 World Trade Center, Downtown Conference Center, New York, New York,
on Tuesday, December 19, 2000 at 4:00 p.m., New York time (and at any
adjournment or adjournments thereof) for the purposes set forth in the
accompanying Notice of Annual Meeting of Stockholders. This proxy statement and
the accompanying form of proxy are first being mailed to stockholders on or
about November 15, 2000. 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 and FOR Proposal 2.
The close of business on October 23, 2000 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 an
appropriate fraction of a vote for each fractional share held. On October 23,
2000, there were 14,748,540 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 persons named as proxies may propose one or more adjournments of
the Meeting 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.
PIMCO Advisors LP ("PIMCO Advisors"), whose principal business address is 800
Newport Center Drive, Newport Beach, California 92660, is the Fund's investment
manager.
Salomon Brothers Asset Management Inc ("SBAM"), whose principal business
address is 7 World Trade Center, New York, New York 10048, 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 III Directors to hold office until
the year 2003 Annual Meeting of Stockholders, or thereafter when their
respective successors are duly elected and qualified. The terms of office of the
Class I Directors and the Class II Directors expire at the Annual Meetings of
Stockholders in the years 2001 and 2002, respectively, or thereafter in each
case when their respective successors are duly elected and qualified. The effect
of these staggered terms is to limit the ability of other entities or persons to
acquire control of the Fund by delaying the replacement of a majority of the
Board of Directors.
<PAGE>
The persons named in the accompanying form of proxy intend to vote at the
Meeting (unless directed not to vote) FOR the election of the nominees named
below. All of the nominees for election are currently members of the Fund's
Board of Directors and each has previously been elected a director by the Fund's
stockholders. Each nominee has indicated that he will serve if elected, but if
any nominee 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 each nominee for election
as a director of the Fund:
<TABLE>
<CAPTION>
Common Stock
Beneficially Owned,
Directly or
Indirectly, on
Director August 31, 2000
Nominees and Principal Occupations During the Past Five Years Since Age Shares (A)
-------------------------------------------------------------------------- -------- --- ------------------
<S> <C> <C> <C>
Nominees to serve until the year 2003 Annual Meeting of Stockholders
Class III Directors
Heath B. McLendon*, Co-Chairman; Managing Director, Salomon Smith Barney Inc. ("SSB"), 1998 67 301
President and Director, SSB Citi Funds Management LLC ("SSB Citi") and Travelers
Investment Adviser, Inc.
Jeswald W. Salacuse, Member of Audit Committee; Henry J. Braker Professor of Commercial 1994 62 200
Law and formerly Dean, The Fletcher School of Law & Diplomacy, Tufts University.
</TABLE>
The following table provides information concerning the remaining directors
of the Fund:
<TABLE>
<CAPTION>
Common Stock
Beneficially Owned,
Directly or
Indirectly, on
Director August 31, 2000
Directors and Principal Occupations During the Past Five Years Since Age Shares (A)
-------------------------------------------------------------------------- -------- --- ------------------
<S> <C> <C> <C>
Directors serving until the year 2001 Annual Meeting of Stockholders
Class I Directors
Charles F. Barber, Member of Audit Committee; Consultant; formerly, Chairman of the 1994 83 1,000
Board, ASARCO Incorporated.
Riordan Roett, Member of Audit Committee; Professor and Director, Latin American Studies 1995 62 100
Program, Paul H. Nitze School of Advanced Interna- tional Studies, Johns Hopkins
University.
Directors serving until the year 2002 Annual Meeting of Stockholders
Class II Directors
William D. Cvengros*, Co-Chairman; Chief Executive Officer of PocketVideo Corporation; 1997 51 0
formerly Chief Executive Officer and President of PIMCO Advisors.
Leslie H. Gelb, Member of the Audit Committee; President, The Council on Foreign 1994 63 0
Relations; formerly, Columnist, Deputy Editorial Page Editor and Editor, Op-Ed Page, The
New York Times.
</TABLE>
(Footnotes on next page)
2
<PAGE>
(Footnotes from previous page)
--
* "Interested person" as defined in the Investment Company Act of 1940, as
amended (the "1940 Act"). (A) The holdings of no nominee represented more than
1% of the outstanding shares of the Fund. Each nominee has sole voting and
investment power with respect to the listed shares.
Each of the nominees and directors also serve as a director of certain other
registered investment companies, as described below. Mr. McLendon also serves as
a director of ten other investment companies advised by SBAM, five other
investment companies advised by both PIMCO Advisors and SBAM, forty-three
investment companies managed and/or administered by SSB Citi, five investment
companies advised by Travelers Investment Management Company, seven investment
companies managed by Travelers Asset Management International Corporation and
six investment companies managed by Citibank. Mr. Barber also serves as a
director of ten other investment companies advised by SBAM, five other
investment companies advised by both PIMCO Advisors and SBAM, two investment
companies advised by Advantage Advisors, Inc. ("Advantage") and four investment
companies advised by CIBC Oppenheimer Advisors, L.L.C. ("CIBC"), an affiliated
company of Advantage. Messrs. Cvengros, Roett, Gelb and Salacuse are directors
of five other investment companies advised by both PIMCO Advisors and SBAM.
Messrs. Roett and Salacuse are also directors of four other investment companies
advised by SBAM. Messrs. Salacuse and Gelb also serve as directors of two other
investment companies advised by Advantage, and Mr. Salacuse serves as a director
of one other investment company advised by PIMCO Advisors.
At August 31, 2000, 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 13,476,431 shares, equal to approximately 91% of
the outstanding shares of the Fund's Common Stock.
The Fund's executive officers are chosen each year at the first meeting of
the Fund's Board of Directors following the Annual Meeting of Stockholders, to
hold office until the meeting of the Board following the next Annual Meeting of
Stockholders and until their successors are chosen and qualified. In addition to
Messrs. Cvengros and McLendon, the present executive officers of the Fund are:
<TABLE>
<CAPTION>
Officer
Name Office Age Since
---- ------ --- -------
<S> <C> <C> <C>
Stephen J. Treadway President 53 1997
Peter J. Wilby Executive Vice President 41 1994
Thomas K. Flanagan Executive Vice President 47 1994
James E. Craige Executive Vice President 33 1999
Beth A. Semmel Executive Vice President 40 1996
Newton B. Schott, Jr. Executive Vice President 58 1997
Lewis E. Daidone Executive Vice President 43 1998
and Treasurer
Christina T. Sydor Secretary 49 1998
</TABLE>
3
<PAGE>
Mr. Treadway has also served as an Executive Vice President of PIMCO
Advisors and as Chairman and President of PIMCO Funds Distributors LLC ("PFD")
and its predecessor since May 1996. Prior to May 1996, Mr. Treadway was
employed by SSB for more than 18 years, serving in various senior officer
positions. Mr. Wilby has also been a Managing Director of SBAM and SSB since
January 1996. Prior to January 1996, he was a Director of SBAM and SSB. Mr.
Flanagan has also been a Managing Director of SBAM and SSB since December
1998. Prior to December 1998, Mr. Flanagan was a Director of SBAM and SSB
since July 1991. Mr. Craige has also been a Managing Director of SBAM and SSB
since December 1998. He was a Director of SBAM and SSB since January 1998 and
a Vice President of SBAM and SSB since May 1992. Ms. Semmel has been a
Managing Director of SBAM and SSB since 1998. Prior to December 1998, she was
a Director of SBAM and SSB since January 1996. From May 1993 to January 1996,
she was a Vice President of SBAM and SSB. Mr. Schott serves as the Executive
Vice President, Chief Administrative Officer, Secretary and General Counsel to
PFD and has held such positions or other senior officer positions in PFD since
May, 1990. From November 1994 to December 1996, Mr. Schott served as Senior
Vice President-Legal and Secretary to PIMCO Advisors, PFD's parent company.
Mr. Daidone has also been a Managing Director of SSB since 1990. He is a
Director and Senior Vice President of SSB Citi and Travelers Investment
Advisers, Inc., and is the Senior Vice President, Treasurer and Chief
Financial Officer of its mutual fund complex. Ms. Sydor is also a Managing
Director of SSB. She is General Counsel of SSB Citi and Travelers Investment
Advisers, Inc., and is also Secretary of the investment companies sponsored by
SSB.
The Fund's Audit Committee is composed entirely of directors who are not
"interested persons" of either the Fund, PIMCO Advisors, 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. Currently, Messrs.
Barber, Gelb, Salacuse, and Dr. Roett are members of the Audit Committee. The
Audit Committee convened once during the fiscal year ended August 31, 2000. The
principal functions of the Audit Committee are to: (i) recommend to the Board
the appointment of the Fund's independent accountants; (ii) review with the
independent accountants the scope, performance and anticipated cost of their
audit; (iii) receive and consider a report from the independent accountants
concerning their conduct of the audit, including the form of the opinion
proposed to be rendered and any comments or recommendations the independent
accountants might want to make in that connection; (iv) ensure that the
independent accountants prepare and deliver annually a statement as to their
independence, discuss with the independent accountants any relationships or
services disclosed in the statement that may impact the objectivity and
independence of the Fund's independent accountants and recommend that the Board
of Directors take appropriate action in response to this statement to satisfy
itself of the independent accountants' independence; and (v) advise Fund
management and the independent accountants that they are expected to provide to
the Audit Committee a timely analysis of significant financial reporting issues
and practices. The Fund adopted an Audit Committee Charter at a meeting held on
May 23, 2000, a copy of which is attached to this Proxy Statement as Exhibit A.
At this meeting, the Audit Committee also (a) received written disclosures and
the letter required by Independence Standards Board Standard No. 1 from
PricewaterhouseCoopers LLP ("PricewaterhouseCoopers"), the Fund's independent
accountants, with PricewaterhouseCoopers its independence and (b) discussed
certain matters required to be discussed by Statements on Auditing Standards No.
61 with PricewaterhouseCoopers.
At its meeting scheduled for November 21, 2000, the Audit Committee will
review and discuss the audited financial statements with Fund management and
PricewaterhouseCoopers. Had any material concerns arisen during the course of
the audit and the preparation of the audited financial statements mailed to
stockholders
4
<PAGE>
and included in the Fund's Annual Report, the Audit Committee would have been
notified by Fund management or PricewaterhouseCoopers. The Audit Committee
received no such notifications.
During the fiscal year ended August 31, 2000, the Board of Directors met four
times. Each director attended at least 75% of the aggregate number of meetings
of the Board and the committee for which he was eligible with the exception of
Mr. Cvengros. The Fund has no nominating or compensation committees.
Under the federal securities laws, the Fund is required to provide to
stockholders in connection with the Meeting information regarding compensation
paid to directors by the Fund, as well as by the various other investment
companies advised by PIMCO Advisors and/or SBAM. The following table provides
information concerning the compensation paid to each director from the Fund for
the fiscal year ended August 31, 2000 and the total compensation paid to each
director for the calendar year ended December 31, 1999. Each of the directors
listed below are members of the Fund's Audit Committee and other committees of
certain other investment companies advised by PIMCO Advisors and/or 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
August 31, 2000 by the Fund to Messrs. Cvengros and McLendon, who are
"interested persons," as defined in the 1940 Act.
<TABLE>
<CAPTION>
Aggregate Total Compensation
Compensation from the Fund and Other
from the Fund Funds Advised by SBAM
for the fiscal year ended and its affiliates for the
Name of Director August 31, 2000 Calendar Year Ended 12/31/99
---------------- ------------------------- ----------------------------
Directorships(A)
<S> <C> <C>
Charles F. Barber ........................ $7,100 $135,100(16)*
Leslie H. Gelb.. ......................... $6,400 $ 26,400(6)0
Jeswald W. Salacuse ...................... $7,100 $ 80,300(10)
Dr. Riordan Roett ........................ $7,100 $ 64,600(10)
</TABLE>
-------
(A) The numbers in parentheses indicate the applicable number of investment
company directorships held by that director. (*) In addition, Mr. Barber
received $18,375 in deferred compensation from six investment companies advised
by an affiliate of SBAM.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 and Section 30(h) of the
1940 Act in combination require the Fund's directors and officers, persons who
own more than 10% of the Fund's Common Stock, PIMCO Advisors and SBAM and their
respective directors and officers to file reports of ownership and changes in
ownership with the Securities and Exchange Commission and the New York Stock
Exchange, Inc. The Fund believes that all relevant persons have complied with
applicable filing requirements during the fiscal period ended August 31, 2000.
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.
5
<PAGE>
THE DIRECTORS, INCLUDING THE DIRECTORS WHO ARE NOT "INTERESTED PERSONS,"
UNANIMOUSLY RECOMMEND THAT THE STOCKHOLDERS VOTE "FOR" EACH OF THE NOMINEES FOR
DIRECTOR.
Proposal 2: Ratification of Selection of Independent Accountants
The Fund's Board of Directors has selected PricewaterhouseCoopers LLP as the
Fund's independent accountants for the fiscal year ending August 31, 2001. The
appointment of independent accountants is approved annually by the Board of
Directors and is subsequently submitted to the stockholders for ratification.
The Fund has been advised by PricewaterhouseCoopers LLP that at August 31, 2000
neither that firm nor any of its partners had any direct or material indirect
financial interest in the Fund. A representative of PricewaterhouseCoopers LLP
will be present at the Meeting to answer questions concerning the audit of the
Fund's financial statements and will have an opportunity to make a statement if
he chooses to do so.
Required Vote
Ratification of the selection of PricewaterhouseCoopers LLP as the Fund's
independent accountants requires the affirmative vote of the holders of a
majority of the votes cast by 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 this proposal, abstentions and broker non-votes will
not be considered to be votes cast for the foregoing purpose.
THE DIRECTORS, INCLUDING THE DIRECTORS WHO ARE NOT "INTERESTED PERSONS,"
UNANIMOUSLY RECOMMEND THAT THE STOCKHOLDERS VOTE "FOR" RATIFICATION OF THE
SELECTION OF INDEPENDENT ACCOUNTANTS.
Proposals to be Submitted by Stockholders
All proposals by stockholders of the Fund which are intended to be presented
at the Fund's next Annual Meeting of Stockholders to be held in 2001 must be
received by the Fund for inclusion in the Fund's proxy statement and proxy
relating to that meeting no later than July 18, 2001. Any stockholder who
desires to bring a proposal at the Fund's 2001 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 Global
Partners Income Fund Inc., 7 World Trade Center, New York, New York 10048)
during the period from September 20, 2001 to October 19, 2001.
Other Information
The Fund's Annual Report containing financial statements for the fiscal year
ended August 31, 2000, 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.
6
<PAGE>
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,
PIMCO Advisors or their affiliates, or other representatives of the Fund or by
telephone or telegraph, in addition to the use of mails. Brokerage houses, banks
and other fiduciaries may be requested to forward proxy solicitation material to
their principals to obtain authorization for the execution of proxies, and will
be reimbursed by the Fund for such out-of-pocket expenses.
Other Business
The Board of Directors of the Fund does not know of any other matter which
may come before the Meeting. If any other matter properly comes before the
Meeting, it is the intention of the persons named in the proxy to vote the
proxies in accordance with their judgment on that matter.
November 15, 2000
7
<PAGE>
EXHIBIT A
AUDIT COMMITTEE CHARTER
I. Composition of the Audit Committee: The Audit Committee shall be comprised
of at least three directors, each of whom shall have no relationship to the
Fund that may interfere with the exercise of their independence from
management and the Fund and shall otherwise satisfy the applicable
membership requirements under the rules of the New York Stock Exchange, Inc
as such requirements are interpreted by the Board of Directors in its
business judgment.
II. Purposes of the Audit Committee: The purposes of the Audit Committee are
to assist the Board of Directors:
1. in its oversight of the Fund's accounting and financial reporting
principles and policies and audit controls and procedures;
2. in its oversight of the Fund's financial statements and the independent
audit thereof;
3. in selecting (or nominating the outside auditors to be proposed for
shareholder approval in any proxy statement), evaluating and, where
deemed appropriate, replacing the outside auditors; and
4. in evaluating the independence of the outside auditors.
The function of the Audit Committee is oversight. The management of the Fund
is responsible for the preparation, presentation and integrity of the Fund's
financial statements. Management and the internal auditing department are
responsible for maintaining appropriate accounting and financial reporting
principles and policies and internal controls and procedures designed to
assure compliance with accounting standards and applicable laws and
regulations. The outside auditors are responsible for planning and carrying
out a proper audit in accordance with Generally Accepted Auditing Standards.
In fulfilling their responsibilities hereunder, it is recognized that
members of the Audit Committee are not full-time employees of the Fund and
are not, and do not represent themselves to be, accountants or auditors by
profession or experts in the fields of accounting or auditing. As such, it
is not the duty or responsibility of the Audit Committee or its members to
conduct "field work" or other types of auditing or accounting reviews or
procedures, and each member of the Audit Committee shall be entitled to rely
on (i) the integrity of those persons and organizations within and outside
the Fund that it receives information from and (ii) the accuracy of the
financial and other information provided to the Audit Committee by such
persons and organizations absent actual knowledge to the contrary (which
shall be promptly reported to the Board of Directors).
The outside auditors for the Fund are ultimately accountable to the Board of
Directors (as assisted by the Audit Committee). The Board of Directors, with
the assistance of the Audit Committee, has the ultimate authority and
responsibility to select, evaluate and, where appropriate, replace the
outside auditors (or to nominate the outside auditors to be proposed for
shareholder approval in the proxy statement).
The outside auditors shall submit to the Audit Committee annually a formal
written statement delineating all relationships between the outside auditors
and the Fund ("Statement as to Independence") which, in the auditor's
professional judgment may be reasonably thought to bear on independence,
addressing at least the matters set forth in Independence Standards Board
No. 1.
A-1
<PAGE>
III. Meetings of the Audit Committee: The Audit Committee shall meet at least
annually with the outside auditors to discuss the annual audited financial
statements and results of their audit. The Audit Committee may request any
officer or employee of the Fund or the Fund's outside counsel or outside
auditors to attend a meeting of the Audit Committee or to meet with any
members of, or consultants to, the Audit Committee.
IV. Duties and Powers of the Audit Committee: To carry out its purposes, the
Audit Committee shall have the following duties and powers:
1. to provide advice to the Board of Directors in selecting, evaluating or
replacing outside auditors;
2. to review the fees charged by the outside auditors for audit and non-
audit services;
3. to ensure that the outside auditors prepare and deliver annually a
Statement as to Independence (it being understood that the outside
auditors are responsible for the accuracy and completeness of this
Statement), to discuss with the outside auditors any relationships or
services disclosed in this Statement that may impact the objectivity
and independence of the Fund's outside auditors and to recommend that
the Board of Directors take appropriate action in response to this
Statement to satisfy itself of the outside auditors' independence;
4. to instruct the auditors that the outside auditors are ultimately
accountable to the Board of Directors and Audit Committee;
5. to advise management and the outside auditors that they are expected to
provide to the Audit Committee a timely analysis of significant
financial reporting issues and practices;
6. to consider any reports or communications (and management's responses
thereto) submitted to the Audit Committee by the outside auditors
required by or referred to in SAS 61 (as codified by AU Section 380),
as may be modified or supplemented, including reports and
communications related to:
o deficiencies noted in the audit in the design or operation of
internal controls;
o consideration of fraud in a financial statement audit;
o detection of illegal acts;
o the outside auditors' responsibility under generally accepted
auditing standards;
o significant accounting policies;
o management judgments and accounting estimates;
o adjustments arising from the audit;
o the responsibility of the outside auditors for other information in
documents containing audited financial statements;
o disagreements with management;
o consultation by management with other accountants;
o major issues discussed with management prior to retention of the
outside auditors;
A-2
<PAGE>
o difficulties encountered with management in performing the audit;
o the outside auditors' judgments about the quality of the entity's
accounting principles; and
o reviews of interim financial information conducted by the outside
auditors; and
7. with respect to reporting and recommendations, to discuss with the
Fund's General Counsel any significant legal matters may have a
material effect on the financial statements, the Fund's compliance
policies, including material notices to or inquiries received from
governmental agencies;
8. to prepare any report, including any recommendation of the Audit
Committee, required by the rules of the Securities and Exchange
Commission to be included in the Fund's annual proxy statement;
9. to review this Charter at least annually and recommend any changes to
the full Board of Directors; and
10. to report its activities to the full Board of Directors on a regular
basis and to make such recommendations with respect to the above and
other matters as the Audit Committee may deem necessary or appropriate.
V. Resources and Authority of the Audit Committee: The Audit Committee shall
have the resources and authority appropriate to discharge its
responsibilities, including the authority to engage outside auditors for
special audits, reviews and other procedures and to retain special counsel
and other experts or consultants.
A-3
<PAGE>
GLOBAL PARTNERS INCOME FUND INC.
PROXY SOLICITED ON BEHALF OF THE DIRECTORS
The undersigned hereby appoints Heath B. McLendon, Lewis E. Daidone and
Robert A. Vegliante, 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 Global
Partners Income Fund Inc. (the "Fund") which the undersigned is entitled to vote
at the Annual Meeting of Stockholders of the Fund to be held at 7 World Trade
Center, Downtown Conference Center, New York, New York on Tuesday, December 19,
2000, at 4:00 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 property 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 and FOR proposal 2.
Please refer to the Proxy Statement for a discussion of the Proposals.
(continued on reverse side)
<PAGE>
Please date, sign and mail your
proxy card back as soon as possible!
Annual Meeting of Stockholders
GLOBAL PARTNERS INCOME FUND INC.
December 19, 2000
(Arrow Down) Please Detach and Mail in the Envelope Provided (Arrow Down)
--------------------------------------------------------------------------------
A /X/ Please mark your
votes as in this
example.
<TABLE>
<CAPTION>
FOR Nominees WITHHOLD Authority
listed at right to vote for
(except as marked all nominees
to the contrary) listed at right
<S> <C> <C> <C>
1. ELECTION OF / / / / Nominees: Heath B. McLendon
DIRECTORS Jeswald W. Salacuse
<CAPTION>
INSTRUCTION: To withhold authority to vote for any
individual nominee, write the name of the nominee(s)
on the line below.
------------------------------------------------------
FOR AGAINST ABSTAIN
<S> <C> <C> <C>
2. The ratification of the selection of / / / / / /
PricewaterhouseCoopers LLP as the
independent accountants of the Fund
for the fiscal year ending August 31, 2001.
3. Any other business that may properly come
before the meeting.
4. I will be attending the meeting. / /
Proxies are authorized to vote in their discretion
on any other business as may properly come before
the meeting or any adjournments thereof.
Please Sign, Date and Return the Proxy Promptly
Using the Enclosed Envelope.
</TABLE>
Signature Date , 2000
------------------------------------- ------------------
Signature Date , 2000
------------------------------------- ------------------
IF JOINTLY HELD
NOTE: Please sign this proxy exactly as your name appears on this Proxy. If
joint owners should EITHER may sign this Proxy. When signing as executor,
administrator, trustee, or guardian, please give full title as such.
