<PAGE>
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[ ] Confidential, For Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
SALOMON BROTHERS WORLDWIDE INCOME FUND INC
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement)
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:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11:(1)
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(4) Proposed maximum aggregate value of transaction:
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[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
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(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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1 Set forth the amount on which the filing fee is calculated and state how
it was determined.
<PAGE>
SALOMON BROTHERS WORLDWIDE INCOME FUND INC
7 WORLD TRADE CENTER NEW YORK, NEW YORK 10048
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
January 11, 2001
To the Stockholders:
The Annual Meeting of Stockholders (the "Meeting") of Salomon Brothers
Worldwide Income Fund Inc (the "Fund") will be held at 7 World Trade Center, New
York, New York, in the Downtown Conference Center, on Thursday February 22, 2001
at 3:30 p.m., New York time, for the purposes of considering and voting upon the
following:
1. The election of directors (Proposal 1);
2. The ratification of the selection of PricewaterhouseCoopers LLP as
the independent accountants of the Fund for the fiscal year ending October
31, 2001 (Proposal 2); and
3. Any other business that may properly come before the Meeting.
The close of business on December 27, 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
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TO AVOID UNNECESSARY EXPENSE OF FURTHER SOLICITATION, WE URGE YOU TO
INDICATE VOTING INSTRUCTIONS ON THE ENCLOSED PROXY, DATE AND SIGN IT AND
RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED, NO MATTER HOW LARGE OR HOW
SMALL YOUR HOLDINGS MAY BE.
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<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:
REGISTRATION VALID SIGNATURE
------------ ---------------
CORPORATE ACCOUNTS
------------------
(1) ABC Corp. .......................... ABC Corp.
(2) ABC Corp. .......................... John Doe, Treasurer
(3) ABC Corp. .......................... John Doe
c/o John Doe, Treasurer
(4) ABC Corp. Profit Sharing Plan ...... John Doe, Trustee
TRUST ACCOUNTS
--------------
(1) ABC Trust .......................... Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee ............... Jane B. Doe
u/t/d 12/28/78
CUSTODIAL OR ESTATE ACCOUNTS
----------------------------
(1) John B. Smith, Cust. ............... John B. Smith
f/b/o John B. Smith, Jr. UGMA
(2) John B. Smith ...................... John B. Smith, Jr., Executor
<PAGE>
SALOMON BROTHERS WORLDWIDE 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 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 7 World Trade Center, in the Downtown Conference Center, New York, New York,
on Thursday, February 22, 2001 at 3:30 p.m. New York time (and at any
adjournment or adjournments thereof) for the purposes set forth in the
accompanying Notice of Annual Meeting of Stockholders. This proxy statement and
the accompanying form of proxy are first being mailed to stockholders on or
about January 11, 2001. 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 December 27, 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 December 27,
2000 there were 12,762,581 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.
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 a wholly-owned subsidiary of Salomon Smith Barney
Holdings 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 2004 Annual Meeting of Stockholders or thereafter when their respective
successors are elected and qualified. The terms of office of the remaining Class
II and Class I Directors expire at the year 2003 and 2002 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 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 have been previously 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
OCTOBER 31, 2000
DIRECTOR --------------------
NOMINEES AND PRINCIPAL OCCUPATIONS DURING THE PAST FIVE YEARS SINCE AGE SHARES(A)
----------------------------------------------------------------------- --------- ---- --------------------
<S> <C> <C> <C>
NOMINEES TO SERVE UNTIL THE 2004 ANNUAL MEETING OF STOCKHOLDERS
CLASS III DIRECTORS
Daniel P. Cronin, Member of Audit Committee; Vice President and 1993 54 1,000
General Counsel, Pfizer International Inc.; Senior Assistant General
Counsel, Pfizer, Inc.
Dr. Riordan Roett, Member of Audit Committee; Professor and Director, 1995 62 0
Latin American Studies Program, Paul H. Nitze School of Advanced
International Studies, Johns Hopkins University.
</TABLE>
The following table provides information concerning the remaining directors of
the Fund:
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED,
DIRECTLY OR
INDIRECTLY, ON
OCTOBER 31, 2000
DIRECTOR --------------------
DIRECTORS AND PRINCIPAL OCCUPATIONS DURING THE PAST FIVE YEARS SINCE AGE SHARES(A)
---------------------------------------------------------------------- --------- ---- --------------------
<S> <C> <C> <C>
DIRECTORS SERVING UNTIL THE 2003 ANNUAL MEETING OF STOCKHOLDERS
CLASS II DIRECTORS
Heath B. McLendon*, Chairman and President; Managing Director, 1998 67 587
Salomon Smith Barney Inc., President and Director, SSB Citi Fund
Management LLC ("SSB Citi") and Travelers Investment Adviser, Inc.;
Chairman of Smith Barney Strategy Advisers Inc.
Charles F. Barber, Member of Audit Committee; Consultant; formerly 1993 83 1,000
Chairman of the Board, ASARCO Incorporated.
DIRECTOR SERVING UNTIL THE 2002 ANNUAL MEETING OF STOCKHOLDERS CLASS
I DIRECTOR
Jeswald W. Salacuse, Member of Audit Committee; Henry J. Braker 1993 62 200
Professor of Commercial Law and formerly Dean, the Fletcher School
of Law & Diplomacy, Tufts University.
</TABLE>
----------
* "Interested person" as defined in the Investment Company Act of 1940, as
amended (the "1940 Act").
(A) The holdings of no director represented more than 1% of the outstanding
shares of the Fund's Common Stock as of October 31, 2000. Each nominee and
director has sole voting and investment power with respect to the listed
shares.
2
<PAGE>
Each of the nominees and directors also serve as directors of certain other
U.S.-registered investment companies, as described below. Mr. McLendon also
serves as a director of sixteen other investment companies advised by SBAM,
forty-three investment companies managed and/or administered by SSB Citi, six
investment companies advised by Travelers Investment Management Company and
seven investment companies managed by Travelers Asset Management International
Corporation. Mr. Barber also serves as a director of fifteen other investment
companies advised by SBAM, two other investment companies advised by Advantage
Advisers, Inc. ("Advantage") and four other investment companies advised by CIBC
Oppenheimer Advisors L.L.C. ("CIBC"). Mr. Cronin also serves as a director of
six other investment companies advised by SBAM. Dr. Roett also serves as a
director of nine other investment companies advised by SBAM. Mr. Salacuse also
serves as a director of nine other investment companies advised by SBAM, two
other investment companies advised by CIBC and one other investment company
advised by Value Advisors LLC.
At October 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 11,701,919 shares, equal to approximately 92% of
the outstanding shares of the Fund's Common Stock.
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. McLendon, the present executive officers of the
Fund are:
OFFICER
NAME OFFICE SINCE AGE
---- ------ ----- ---
Peter J. Wilby Executive Vice President 1993 42
Thomas K. Flanagan Executive Vice President 1994 46
James E. Craige Executive Vice President 1996 33
Beth A. Semmel Executive Vice President 1996 39
Maureen O'Callaghan Executive Vice President 1996 35
Lewis E. Daidone Executive Vice President 1998 43
and Treasurer
Christina T. Sydor Secretary 1998 49
Mr. Wilby has also been a Managing Director of SBAM and Salomon Smith
Barney Inc. ("SSB") since January 1996. Prior to January 1996, he was Director
of SBAM and SSB. Mr. Flanagan has been a Managing Director of SBAM and SSB since
December 1998. Prior to December 1998, he was a Director of SBAM and SSB. Mr.
Craige has been a Managing Director of SBAM and SSB since December 1998. Prior
to December 1998, he was a Director of SBAM and SSB since January 1998 and a
Vice President of SBAM and SSB from May 1992 to January 1998. 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. Ms. O'Callaghan has also been a
Director of SBAM and SSB since January 1998 and a Vice President with SBAM and
SSB since October 1988. Mr. Daidone and Ms. Sydor also serve as Managing
Directors of SSB. Mr. Daidone has served as Managing Director of SSB since 1990.
He is Director and Senior Vice President of SSB Citi and Travelers Investment
Advisers, Inc., and is the Senior Vice President, Treasurer and Chief Financial
3
<PAGE>
Officer of its mutual fund complex. Ms. Sydor, Managing Director of SSB, joined
SSB in 1986. 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, 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 Fund's Audit Committee is composed of
Messrs. Barber, Cronin, Salacuse and Dr. Roett. The principal functions of the
Audit Committee are: (i) to recommend to the Board the appointment of the Fund's
independent accountants; (ii) to review with the independent accountants the
scope and anticipated cost of their audit; and (iii) to receive and consider a
report from the independent accountants concerning their conduct of the audit,
including any comments or recommendations they might want to make in that
connection. This Committee met once during the fiscal year ended October 31,
2000. The Fund has no nominating or compensation committees. 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.
REPORT OF THE AUDIT COMMITTEE
Pursuant to a meeting of the Audit Committee on December 27, 2000, the
Audit Committee reports that it has: (i) reviewed and discussed the Fund's
audited financial statements with management; (ii) discussed with the
independent auditors the matters (such as the quality of the Fund's accounting
principals and internal controls) required to be discussed by Statement on
Auditing Standards No. 61; and (iii) received written confirmation from
PricewaterhouseCoopers that it is independent and written disclosures regarding
such independence as required by Independence Standards Board Standard No. 1,
and discussed with the auditors the auditors' independence. 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 30, 2000.
During the fiscal year ended October 31, 2000, the Board of Directors met
five times. Each director attended at least 75% of the aggregate number of
meetings of the Board and the committees for which he was eligible.
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, 2000 and the total compensation paid to each director for the
calendar year ended December 31, 1999. Certain of the directors listed below are
members of the Audit Committee 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.
4
<PAGE>
<TABLE>
<CAPTION>
TOTAL COMPENSATION
FROM 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 10/31/00 12/31/99
---------------- ----------------------- -----------------------
DIRECTORSHIPS(A)
<S> <C> <C>
Charles F. Barber ........... $5,850 $ 135,100(16)**
Daniel P. Cronin ............ $5,850 $ 50,200(7)
Dr. Riordan Roett ........... $5,850 $ 80,300(10)
Jeswald W. Salacuse ......... $5,850 $ 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, 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 all relevant persons have complied with applicable filing
requirements during its most recently completed fiscal year.
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.
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 October 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 October 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 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.
5
<PAGE>
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 2002
must be received by the Fund for inclusion in the Fund's proxy statement and
proxy relating to that meeting no later than September 13, 2001. Any stockholder
who desires to bring a proposal at the Fund's 2002 Annual Meeting of
Stockholders without including such proposal in the Fund's proxy statement must
deliver written notice thereof to the Secretary of the Fund (addressed to
Salomon Brothers Worldwide Income Fund Inc, 7 World Trade Center, New York, New
York 10048) during the period from November 23, 2001 to December 24, 2001.
OTHER INFORMATION
The Fund's Annual Report containing financial statements for the fiscal
year ended October 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.
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 11, 2001
6
<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.
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.
A-1
<PAGE>
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;
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;
A-2
<PAGE>
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>
--------------------------------------------------------------------------------
SALOMON BROTHERS WORLDWIDE 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 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
7 World Trade Center, Downtown Conference Center, New York, New York on
Thursday, February 22, 2001, at 3:30 p.m., and at any adjournments thereof. The
undersigned hereby acknowledges receipt of the Notice of Meeting and
accompanying Proxy Statement and hereby instructs said attorneys and proxies to
vote said shares as indicated hereon. In their discretion, the proxies are
authorized to vote upon such other business as may properly come before the
Meeting. A majority of the proxies present and acting at the Meeting in person
or by substitute (or, if only one shall be so present, then that one) shall have
and may exercise all of the power and authority of said proxies hereunder. The
undersigned hereby revokes any proxy previously given.
THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE
STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION
OF THE NOMINEES AS DIRECTORS AND FOR PROPOSAL 2.
Please refer to the Proxy Statement for a discussion of the Proposals.
(continued on reverse side)
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PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF STOCKHOLDERS
SALOMON BROTHERS WORLDWIDE INCOME FUND INC
FEBRUARY 22, 2001
Please Detach and Mail in the Envelope Provided
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A [X] Please mark your --- |
votes as in this | |
example. | |______
FOR Nominees WITHHOLD
listed at right Authority to vote
(except as marked for all nominees
to the contrary) listed at right
1. ELECTION [ ] [ ] NOMINEES: Daniel P. Cronin
OF Riordan Roett
DIRECTORS
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write the name of the nominee(s) on the line below.)
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FOR AGAINST ABSTAIN
2. The ratification of the selection of [ ] [ ] [ ]
PricewaterhouseCoopers LLP as the
independent accountants of the Fund for
the fiscal year ending October 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.
Signature Date , 2001 Signature Date , 2001
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IF JOINTLY HELD
NOTE: Please sign the proxy exactly as your name appears on the Proxy. If
joint owners should EITHER may sign this Proxy. When signing as
executor, administrator, trustee, or guardian, please give full title as
such.
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