SCHEDULE 14A INFORMATION
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.__)
[X] Filed by the Registrant
[ ] Filed by a Party other than the Registrant
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
SALOMON BROTHERS HIGH INCOME FUND II INC
(Name of Registrant as Specified In Its Charter)
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 (set forth the amount on which the filing fee is
calculated and state how it is determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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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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SALOMON BROTHERS HIGH INCOME FUND II INC.
125 BROAD STREET, NEW YORK, NEW YORK 10004
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
June 29, 2004
To the Stockholders:
The Annual Meeting of Stockholders (the "Meeting") of Salomon Brothers
High Income Fund II Inc. (the "Fund") will be held at Citigroup Center, 153
East 53rd Street, 14th Floor Conference Center, New York, New York, on Friday,
August 6, 2004 at 9:00 a.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 June 17, 2004 has been fixed as the record date
for the determination of stockholders entitled to notice of and to vote at the
Meeting.
By Order of the Board of Directors,
Robert I. Frenkel
Secretary
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TO AVOID UNNECESSARY EXPENSE OF FURTHER SOLICITATION, WE URGE YOU TO
INDICATE VOTING INSTRUCTIONS ON THE ENCLOSED PROXY, DATE AND SIGN IT AND
RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED, NO MATTER HOW LARGE OR HOW
SMALL YOUR HOLDINGS MAY BE.
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INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of assistance
to you and avoid the time and expense to the Fund involved in validating your
vote if you fail to sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.
2. Joint Accounts: Either party may sign, but the name of the party signing
should conform exactly to a name shown in the registration.
3. All Other Accounts: The capacity of the individual signing the proxy
card should be indicated unless it is reflected in the form of
registration. For example:
REGISTRATION VALID SIGNATURE
------------ ---------------
CORPORATE ACCOUNTS
------------------
(1) ABC Corp. ................................................... ABC Corp. (by John Doe, Treasurer)
(2) ABC Corp. ................................................... John Doe, Treasurer
(3) ABC Corp., c/o John Doe, Treasurer .......................... John Doe
(4) ABC Corp. Profit Sharing Plan ............................... John Doe, Trustee
TRUST ACCOUNTS
--------------
(1) ABC Trust ................................................... Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee, u/t/d 12/28/78 ........................ Jane B. Doe
CUSTODIAL OR ESTATE ACCOUNTS
----------------------------
(1) John B. Smith, Cust., f/b/o John B. Smith, Jr. UGMA ......... John B. Smith
(2) John B. Smith ............................................... John B. Smith, Jr., Executor
SALOMON BROTHERS HIGH INCOME FUND II 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 High Income Fund II Inc. (the "Fund") of
proxies to be used at the Annual Meeting of Stockholders (the "Meeting") of the
Fund to be held at Citigroup Center, 153 East 53rd Street, 14th Floor
Conference Center, New York, New York, on Friday, August 6, 2004 at 9:00 a.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 June 25, 2004. Stockholders who
execute proxies retain the right to revoke them in person at the Meeting or by
written notice received by the Secretary of the Fund at any time before they
are voted. Unrevoked proxies will be voted in accordance with the
specifications thereon and, unless specified to the contrary, will be voted FOR
the election of directors. The close of business on June 17, 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 an appropriate fraction of a vote for each fractional
share held. On June 17, 2004, there were 76,232,063 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 three Class III Directors to hold office
until the year 2007 Annual Meeting of Stockholders, or thereafter in each case
when their respective successors are duly elected and qualified. The terms of
office of the remaining Class I and Class II Directors expire at the year 2005
and 2006 Annual Meetings 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.
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; Mr.
Hutchinson, however, has not been previously elected as a Director by the
Fund's stockholders. Mr. Hutchinson was recommended as a nominee for election
as a Director by a Director of the Fund. Each nominee has indicated that they
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 the nominees for
election as Class III Directors of the Fund:
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 DIRECTOR NOMINEES
NOMINEES TO SERVE AS CLASS III DIRECTORS UNTIL THE 2007 ANNUAL MEETING OF STOCKHOLDERS
Carol L. Colman Director and Since President, Colman 36 None
Colman Consulting Member of 2002 Consulting Co.
278 Hawley Road Audit and
North Salem, NY 10560 Nominating
Age: 58 Committees
Willian R. Hutchinson Director and Since President, W.R. Hutchinson 43 Associated Banc and
535 N. Michigan Avenue Member of 2003 & Associates Inc., formerly Associated Banc-Corp.
Suite 1012 the Group Vice President,
Chicago, IL 60611 Nominating Mergers and Acqusitions,
Age: 61 and Audit BP AMOCO.
Committees
2
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
--------------------------------------- -------------- ----------- ----------------------------- -------------- --------------------
INTERESTED DIRECTOR NOMINEE
NOMINEE TO SERVE AS CLASS III DIRECTOR UNTIL THE 2007 ANNUAL MEETING OF STOCKHOLDERS
R. Jay Gerken** Chairman Since Managing Director, 222 None
Citigroup Global Markets Inc. and Director 2002 Citigroup Global Markets
399 Park Avenue Inc. ("CGM"); Chairman,
New York, NY 10022 President and Chief
Age: 51 Executive Officer and
Director of Smith Barney
Fund Management, LLC
("SBFM"), Travelers
Investment Adviser, 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 Series
Inc. (from 1996 to 2001)
and Smith Barney Growth
and Income Fund (from
1996 to 2000).
3
The following table provides information concerning the remaining
Directors of the Fund:
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
--------------------- -------------- ----------- ----------------------------- -------------- --------------------------
NON-INTERESTED DIRECTOR
CLASS I DIRECTORS SERVING UNTIL THE 2005 ANNUAL MEETING OF STOCKHOLDERS
Daniel P. Cronin Director and Since Formerly, Associate 32 None
24 Woodlawn Ave. Member of 1998 General Counsel, Pfizer,
New Rochelle, NY 10804 Audit and Inc.
Age: 58 Nominating
Committees
Jeswald W. Salacuse Director and Since Henry J. Braker 32 Director of two registered
Tufts University Member of 1998 Professor of Commercial investment companies
The Fletcher School of Law Audit and Law and formerly Dean, advised by Advantage
& Diplomacy Nominating The Fletcher School of Law Advisers, Inc.
160 Packard Avenue Committees & Diplomacy, Tufts ("Advantage")
Medford, MA 02155 University; formerly,
Age: 66 Fulbright Distinguished
Chair in Comparative Law,
University of Trento, Italy.
CLASS II DIRECTOR SERVING UNTIL THE 2006 ANNUAL MEETING OF STOCKHOLDERS
Leslie H. Gelb Director and Since President, Emeritus and 32 Director of two registered
150 East 69th Street Member of 2001 Senior Board Fellow, The investment companies
New York, NY 10021 Audit and Council on Foreign advised by Advantage
Age: 66 Nominating Relations; formerly,
Committees Columnist, Deputy
Editorial Page Editor and
Editor, Op-Ed Page, The
New York Times.
Dr. Riordan Roett Director and Since Professor and Director, 32 The Latin America Equity
The Johns Hopkins University Member of 1998 Latin American Studies Fund, Inc.
1710 Massachusetts Ave., NW Audit and Program, Paul H. Nitze
Washington, D.C. 20036 Nominating School of Advanced
Age: 65 Committees International Studies, The
Johns Hopkins University.
----------
** 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.
4
The following table provides information concerning the dollar range of
equity securities owned beneficially by each Director and nominee for election
as Director as of December 31, 2003:
DOLLAR RANGE(1) OF EQUITY AGGREGATE DOLLAR RANGE(1) OF EQUITY SECURITIES IN ALL FUNDS
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 B C
Jeswald W. Salacuse B C
INTERESTED DIRECTOR
R. Jay Gerken C E
----------
(1) The dollar ranges are as follows: "A" = None; "B" = $1-$10,000; "C" =
$10,001-$50,000; "D" = $50,001-$100,000; "E" = Over $100,000.
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
members 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, 2003.
At June 17, 2004, the directors and officers of the Fund as a group
beneficially owned less than 1% of the outstanding shares of the Fund's Common
Stock. To the knowledge of management, no person owned of record or owned
beneficially more than 5% of the Fund's shares of Common Stock outstanding at
that date, except that Cede & Co., a nominee for participants in Depository
Trust Company, held of record 75,384,720 shares, equal to approximately 98.8%
of the Fund's outstanding shares.
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 during the
year and whose responsibilities are described below.
During the fiscal year ended April 30, 2004, the Board of Directors met
four 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
Fund does not have a formal policy regarding attendance by Directors at annual
meetings of stockholders. None of the six Directors then in office attended the
Fund's 2003 annual meeting of stockholders.
The Directors 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
5
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 to hold office until their respective successors
are duly elected and qualified. In addition to Mr. Gerken, the executive
officers of the Fund are:
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
399 Park Avenue Executive Vice 1998-2002
New York, NY 10022 President
Age: 45
James E. Craige Executive Vice Since 1998 Managing Director of CGM and SBAM
CAM President since December 1998.
399 Park Avenue
New York, NY 10022
Age: 36
Andrew B. Shoup Senior Vice Since 2003 Director of CAM; Senior Vice President
CAM President and and Chief Administrative Officer of
125 Broad Street, Chief mutual funds associated with Citigroup;
11th Floor Administrative Head of International Funds
New York, NY 10004 Officer Administration of CAM (from 2001 to
Age: 45 2003); Director of Global Funds
Administration of CAM (from 2000 to
2001); Head of U.S. Citibank Funds
Administration of CAM (from 1998 to
2000).
Thomas K. Flanagan Executive Vice Since 1998 Managing Director of CGM and SBAM
CAM President since December 1998.
399 Park Avenue
New York, NY 10022
Age: 51
Beth A. Semmel Executive Vice Since 1998 Managing Director, CGM and SBAM
CAM President since December 1998.
399 Park Avenue
New York, NY 10022
Age: 43
Maureen O'Callaghan Executive Vice Since 1998 Managing Director of CGM and SBAM
CAM President since December 1998.
399 Park Avenue
New York, NY 10022
Age: 40
6
POSITION(S) HELD LENGTH OF PRINCIPAL OCCUPATION(S)
NAME, ADDRESS AND AGE WITH FUND TIME SERVED DURING PAST 5 YEARS
--------------------- --------------------- ------------- -----------------------------------------
Frances M. Guggino Treasurer and Since 2004 Vice President of CGM; Treasurer of
CAM Controller 2002-2004 certain mutual funds associated with
125 Broad Street, Citigroup.
10th Floor
New York, NY 10004
Age: 46
Joseph Volpe Controller Since 2004 Vice President of CGM; Controller of
CAM certain mutual funds associated with
125 Broad Street, Citigroup.
New York, NY 10004
Age: 42
Robert L. Frenkel Secretary and Since 2003 Managing Director and General
CAM Chief Legal Officer Counsel of Global Mutual Funds for
300 First Stamford Place CAM and its predecessor (since 1994);
Stamford, CT 06902 Secretary of CFM; Secretary and Chief
Age: 48 Legal Officer of mutual funds associated
with Citigroup.
The Fund's Audit Committee is composed of all Directors who have been
determined not to be "interested persons" of the Fund, SBAM or its affiliates
within the meaning of the 1940 Act, and who are "independent" as defined in the
New York Stock Exchange listing standards. The principal functions of the Audit
Committee are: to (a) oversee the scope of the Fund's audit, the Fund's
accounting and financial reporting policies and practices and its internal
controls and enhance the quality and objectivity of the audit function; (b)
approve, and recommend to the Independent Board Members (as such term is
defined in the Audit Committee Charter) for their ratification, the selection,
appointment, retention or termination of the Fund's independent auditors, as
well as approving the compensation thereof; and (c) approve all audit and
permissible non-audit services provided to the Fund and certain other persons
by such independent auditors. This Committee met twice during the fiscal year
ended April 30, 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, Messrs. Cronin, Gelb, Hutchinson, Salacuse and Dr.
Roett. Only Directors who are not "interested persons" of the Fund as defined
in the 1940 Act and who are "independent" as defined in the New York Stock
Exchange listing standards are members of the Nominating Committee. The
Nominating Committee may accept nominees recommended by the 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 twice during the Fund's fiscal year ended April 30, 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 Nominating Committee meets to discuss and consider such
candidates' qualifications and then chooses a candidate by majority vote, The
Nominating Committee does not have specific, minimum qualifications for
nominees and has not established specific
7
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.
o whether or not the person is an "interested person" as defined in the
1940 Act and whether the person is otherwise qualified under applicable
laws and regulations to serve as a Director of the Fund;
o whether or not the person has any relationships that might impair his or
her independence, such as any business, financial or family relationships
with Fund management, the investment manager of the Fund, Fund service
providers or their affiliates;
o whether of not the person serves on boards of, or is otherwise affiliated
with, competing financial service organizations or their related mutual
fund complexes;
o whether or not the person is willing to serve, and willing and able to
commit the time necessary for the performance of the duties of a Director
of the Fund;
o the contribution which the person can make to the Board and the Fund (or,
the person has previously served as a Director of the Fund, the
contribution which the person made to the Board during his or her
previous term of service), with consideration being given to the person's
business and professional experience, education and such other factors as
the Committee may consider relevant;
o the character and integrity of the person; and
o whether or not the selection and nominating 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 April 30, 2004 and the total compensation paid to each Director during
the calendar year ended December 31, 2003. Certain of the Directors listed
below are members of the Fund's Audit and Nominating Committees 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 April 30, 2004 by the Fund to Mr. Gerken who is an "interested
person" as defined in the 1940 Act.
8
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 4/30/04 12/31/03
----------------- --------------------- ----------------------
DIRECTORSHIPS(A)
Carol L. Colman ............... $16,900 $197,350(36)
Daniel P. Cronin .............. $11,300 $117,450(32)
Leslie H. Gelb ................ $ 9,200 $111,150(32)
Willian R. Hutchinson ......... $ 8,083 $114,600(43)
Dr. Riordan Roett ............. $14,100 $163,300(32)
Jeswald W. Salacuse ........... $10,600 $137,150(32)
----------
(A) The numbers in parentheses indicate the applicable number of investment
company 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 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 for the fiscal year ended April 30, 2004, all relevant
persons have complied with applicable filing requirements during its most
recently completed fiscal year, except that George Shively inadvertently failed
to file on a timely basis his Initial Report on Form 3 with respect to the
Fund, which has subsequently been filed.
REPORT OF THE AUDIT COMMITTEE
Pursuant to a meeting of the Audit Committee on June 17, 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 auditors to the Fund, the
matters (such as the quality of the Fund's accounting principles and internal
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 proper audits and reviews of the Fund's
financial statements and expressing an opinion as to their conformity with
accounting principles generally accepted in the United States of America.
The members of the Audit Committee are not professionally engaged in the
practice of auditing or accounting and are not employed by the Fund accounting,
financial management or internal control. Moreover, the Audit Committee relies
on and makes no independent verification of the facts presented to it or
representations made by management or the independent public accountants.
Accordingly, the Audit Committee's oversight does not provide an independent
basis to determine that management has maintained appropriate
9
accounting and financial reporting principals and policies, or internal
controls and procedures, designed to assure compliance with accounting
standards and applicable laws and regulations. Futhermore, 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 April 30, 2004.
Submitted by the Audit Committee
of the Fund's Board of Directors
Carol L. Colman
Danile 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.
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 ACCOUNTANTS
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 April 30, 2004 and April 30, 2003 were $33,000 and $33,000,
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 April 30, 2004 and April 30, 2003
were $8,500 and $8,500, respectively.
In addition, there were no Audit-Related Fees billed in the years ended
April 30, 2004 and April 30, 2003 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
10
were no such fees that required pre-approval by the Audit Committee for the
period May 6, 2003 to December 31, 2003 (prior to May 6, 2003 services provided
by PwC were not required to be pre-approved).
TAX FEES. The aggregate fees billed by PwC for tax compliance, tax advice
and tax planning services, which include the filing and amendment of federal,
state and local income tax returns, timely RIC qualification review, and tax
distribution and analysis planning, rendered by PwC to the Fund for the fiscal
year ended April 30, 2004 and April 30, 2003 were $5,700 and $5,700,
respectively.
There were no fees billed by PwC to the Service Affiliates for tax
services for the period May 6, 2003 through December 31, 2003 that were
required to be approved by the Fund's Audit Committee.
ALL OTHER FEES. There were no other fees billed for other non-audit
services rendered by PwC to the Fund for the fiscal years ended April 30, 2004
and April 30, 2003.
All other fees billed by PwC to the Service Affiliates for other non-audit
services for the period May 6, 2003 through April 30, 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
$558,750.
Generally, the Audit Committee must approve (a) all audit and permissible
non-audit services to be provided to the Fund and (b) all permissible non-audit
services to be provided by PwC to the Service Affiliates that relate directly
to the operations and financial reporting of the Fund. The Audit Committee may
implement policies and procedures by which such services are approved other
than by the full Committee, but has not yet done so.
The aggregate non-audit fees billed by PwC for services rendered to the
Fund for the fiscal year ended April 30, 2004 and April 30, 2003 were $14,200
and $14,200, respectively. The aggregate non-audit fees billed by PwC for
services rendered to the Service Affiliates for the fiscal years ended April
30, 2004 and April 30, 2003 were $2.0 million and $6.4 million, respectively.
The Audit Committee has considered whether the provision of non-audit
services to the Service Affiliates that were not pre-approved by the Audit
Committee (because they did not require pre-approval) is compatible with
maintaining PwC's independence. All services provided by PwC to the Fund or to
the Service Affiliates that were required to be approved by the Audit Committee
were pre-approved.
A representative of PwC, if requested by any stockholder, will be present
via telephone at the Meeting to respond to appropriate questions from
stockholders and will have an opportunity to make a statement if he or she
chooses to do so.
PROPOSALS TO BE SUBMITTED BY STOCKHOLDERS AND OTHER SHAREHOLDER COMMUNICATIONS
All proposals by stockholders of the Fund which are intended to be
presented at the Fund's next Annual Meeting of Stockholders to be held in 2005
must be received by the Fund for inclusion in the Fund's proxy statement and
proxy relating to that meeting no later than February 25, 2005. Any stockholder
who desires to bring a proposal at the Fund's 2005 Annual Meeting of
Stockholders without including such proposal in the Fund's proxy statement must
deliver written notice thereof to the Secretary of the Fund (addressed to
Salomon Brothers High Income Fund II Inc., 125 Broad Street, New York, New York
10004) during the period from May 6, 2005 to June 7, 2005. However, if the
Fund's 2005 Annual Meeting is held earlier than July 7, 2005 or later than
11
October 5, 2005, such written notice must be delivered to the Secretary of the
Fund during the period from 90 days before the date of the 2005 Annual Meeting
to the later of 6 days prior to the date of the 2005 Annual Meeting or 10 days
following the public announcement of the date of the 2005 Annual Meeting.
The Fund's Audit Committee has also established guidelines and procedures
regarding the receipt, retention and treatment of complaints regarding
accounting, internal accounting controls or auditing matters (collectively,
"Accounting Matters"). Persons with complaints or concerns regarding Accounting
Matters may submit their complaints to the Citigroup Chief Compliance Officer
("CCO"). Persons who are uncomfortable submitting complaints to the CCO,
including complaints involving the CCO, may submit complaints directly to the
Fund's Audit Committee Chair (together with the CCO, "Complaint Officers").
Complaints may by submitted on an anonymous basis.
The CCO may be contacted at:
Citigroup Asset Managment
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 High Income Fund II Inc.
Audit Committee Chair
c/o Robert K. Fulton, Esq.
Stradley Ronon Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, PA 19103
A 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 April 30, 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.
12
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.
June 29, 2004
13
ANNEX A
AUDIT COMMITTEE CHARTER
AMENDED AND RESTATED AS OF JANUARY 20, 2004
ESTABLISHMENT AND PURPOSE
This document serves as the Charter for the Audit Committee (the
"Committee") of the Board of each registered investment company (the "Fund")
advised by Smith Barney Fund Management or Salomon Brothers Asset Management or
one of their affiliates (each, an "Adviser") listed on Appendix A hereto (each
such Charter being a separate Charter). The primary purposes of the Committee
are to (a) assist Board oversight of (i) the integrity of the Fund's financial
statements, (ii) the Fund's compliance with legal and regulatory requirements,
(iii) the qualifications and independence of the Fund's independent auditors
and (iv) the performance of the Fund's internal audit function and independent
auditors; (b) approve, and recommend to the Independent Board Members (as such
term is defined below) for their ratification, the selection, appointment,
retention or termination of the Fund's independent auditors, as well as
approving the compensation thereof; (c) approve all audit and permissible
non-audit services provided to the Fund and certain other persons by the Fund's
independent auditors; and (d) for each closed-end Fund, prepare the report
required to be prepared by the Committee pursuant to the rules of the
Securities and Exchange Commission for inclusion in the Fund's annual Proxy
Statement.
DUTIES AND RESPONSIBILITIES
The Fund's independent auditors are accountable to the Committee.
The Committee shall:
1. Bear direct responsibility for the appointment, compensation, retention
and oversight of the Fund's independent auditors, or of any other
public accounting firm engaged for the purpose of performing other
audit, review or attest services for the Fund.
2. Confirm with any independent auditor retained to provide audit services
that the independent auditor has ensured the appropriate rotation of
the lead audit partner pursuant to applicable regulations.
3. Approve (a) all audit and permissible non-audit services1 to be
provided to the Fund and (b) all permissible non-audit services to be
provided by the Fund's independent auditors to the Adviser and any
Covered Service Providers if the engagement relates directly to the
operations and financial reporting of the Fund. The Committee may
implement policies and procedures by which such services are approved
other than by the full Committee.
----------
1 The Committee shall not approve non-audit services that the Committee
believes may impair the independence of the auditors. As of the date of the
approval of this Audit Committee Charter, permissible non-audit services
include any professional services (including tax services), that are not
prohibited services as described below, provided to the Fund by the
independent auditors, other than those provided to the Fund in connection
with an audit or a review of the financial statements of the Fund.
Permissible non-audit services may not include: (i) bookkeeping or other
services related to the accounting records or financial statements of the
Fund; (ii) financial information systems design and implementation; (iii)
appraisal or valuation services, fairness opinions or contribution-in-kind
reports; (iv) actuarial services; (v) internal audit outsourcing services;
(vi) management functions or human resources; (vii) broker or dealer,
investment adviser or investment banking services; (viii) legal services and
expert services unrelated to the audit; and (ix) any other service the
Public Company Accounting Oversight Board determines, by regulation, is
impermissible.
A-1
4. Discuss with the independent auditors any disclosed relationships or
services that may diminish the objectivity and independence of the
independent auditors and, if so determined by the Committee, recommend
that the Board take appropriate action to ensure the independence of
the independent auditors.
5. Review, in consultation with the independent auditors, the proposed
scope of the Fund's audit each year, including the audit procedures to
be utilized in the review of the Fund's financial statements.
6. Inquire of the Adviser and the independent auditors as to significant
tax and accounting policies elected by the Fund (including matters
affecting qualification under Subchapter M of the Internal Revenue
Code).
7. Review with the independent auditors any problems or difficulties the
auditors may have encountered during the conduct of the audit and
management's response, including a discussion with the independent
auditors of the matters required to be discussed by Statement on
Auditing Standards No. 61, 89, 90 or any subsequent Statement, relating
to the conduct of the audit.
8. Review, in consultation, as appropriate, with the independent auditors
and significant Fund service providers, matters relating to internal
controls over financial reporting and disclosure controls and
procedures of the Fund and of the Fund's significant service providers.
9. Request, receive and/or review from the independent auditors such other
materials as deemed necessary or advisable by the Committee in the
exercise of its duties under this Charter; such materials may include,
without limitation, any other material written communications bearing
on the Fund's financial statements, or internal or disclosure controls,
between the independent auditors and the Fund, the Adviser or other
Fund service providers, such as any management letter or schedule of
unadjusted differences, and any comment or "deficiency" letter (to the
extent such letters relate to financial reporting) received from a
regulatory or self-regulatory organization addressed to the Fund or the
Adviser that relates to services rendered to the Fund.
10. For each closed-end Fund, establish procedures regarding the receipt,
retention and treatment of complaints that the Fund may receive
regarding Fund accounting, internal accounting controls or auditing
matters, including procedures for the confidential or anonymous
submission by Fund officers, employees, stockholders or service
providers of concerns regarding questionable accounting or auditing
matters related to the Fund.
11. For each closed-end Fund, obtain and review a report by the Fund's
independent auditors describing (i) the auditing firm's internal
quality-control procedures; (ii) any material issues raised by the most
recent internal quality-control review, or peer review, of the auditing
firm, or by any inquiry or investigation by governmental or
professional authorities, within the preceding five years, respecting
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.
----------
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
12. For each closed-end Fund, discuss policies with respect to risk
assessment and risk management.
13. For each closed-end Fund, review hiring policies for employees or
former employees of the Fund's independent auditors.
14. For each closed-end Fund, discuss with management and the Fund's
independent auditors the Fund's audited and discuss with management the
Fund's unaudited financial statements, including any narrative
discussion by management concerning the Fund's financial condition and
investment performance and, if appropriate, recommend the publication
of the Fund's annual audited financial statements in the Fund's annual
report in advance of the printing and publication of the annual report.
15. For each closed-end Fund, discuss the Fund's earnings press releases,
as well as financial information and earnings guidance provided to
analysts and rating agencies;
16. For each closed-end Fund, review and evaluate annually the performance
of the Committee and the adequacy of this Charter and recommend any
proposed changes to the Charter to the Board for approval.
The Committee shall have the resources and authority appropriate to
discharge its responsibilities, including the authority to retain, as it deems
necessary to carry out its duties, special counsel and other experts or
consultants at the expense of the Fund. The Fund shall provide appropriate
funding, as determined by the Committee, for the Committee to carry out its
duties and its responsibilities, including (a) for compensation to be paid to,
or services to be provided by, the Fund's independent auditors or other public
accounting firm providing audit, review or attest services for the Fund, (b)
for payment of compensation to any outside legal, accounting or other advisors,
counsel or consultants employed by the Committee and (c) for the ordinary
administrative expenses of the Committee. In performing its duties, the
Committee shall consult as it deems appropriate with the members of the Board,
officers and employees of the Fund, the Adviser, the Fund's sub-adviser(s), if
any, the Fund's counsel, counsel to the Independent Board Members and the
Fund's other service providers.
COMPOSITION
The Committee shall be composed of each Board member who has been
determined not to be an "interested person," as that term is defined in Section
2(a)(19) of the Investment Company Act of 1940, as amended ("1940 Act"), of the
Fund (the "Independent Board Members"), or such lesser number as the Board of
the Fund may specifically determine and reflect in the Board's minutes, each of
whom shall be financially literate and at least one of whom shall have
accounting or related financial management expertise as determined by the
Fund's Board in its business judgment. Each member of the Committee must also
meet the independence and experience requirements as set forth in Section
303.01(B) of the New York Stock Exchange's Listed Company Manual or as set
forth in Section 121(a) of the American Stock Exchange's listing standards, as
applicable, and the independence requirements applicable to investment
companies set forth in Rule 10A-3 under of the Securities Exchange Act of 1934.
For those Funds listed on the New York Stock Exchange, no member of the
Committee may serve on the audit committees of more than three public
companies, including the Funds, unless the Board determines that such
simultaneous service would not impair the ability of such member to serve on
the Committee effectively. The Committee shall elect a Chairperson, who shall
preside over Committee meetings. The Chairperson shall serve for a term of
three years, which term may be renewed from time to time.
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
A-3
meeting. The Committee may request any officer or employee of the Fund, the
Fund's counsel, counsel to the Independent Board Members, the Adviser, the
Fund's independent auditors or other interested persons to attend a meeting of
the Committee or to meet with any members of, or consultants to, the Committee.
The Committee will meet periodically with the Fund's independent auditors
outside the presence of the Fund's and the Adviser's officers and employees.
The Committee will also meet periodically with the Fund's management outside
the presence of the Fund's independent auditors. Meetings of the Committee may
be held in person, by telephone or by other appropriate means.
One-third of the Committee's members, but not fewer than two members,
shall constitute a quorum. At any meeting of the Committee, the decision of a
majority of the members present and voting shall be determinative as to any
matter submitted to a vote.
REPORTING
The Chairperson shall report regularly to the Board on the result of the
Committee's deliberations and make such recommendations as deemed appropriate.
LIMITS ON ROLE OF COMMITTEE
The function of the Committee is oversight. The Fund's management is
responsible for (i) the preparation, presentation and integrity of the Fund's
financial statements, (ii) the maintenance of appropriate accounting and
financial reporting principles and policies and (iii) the maintenance of
internal controls and procedures designed to assure compliance with accounting
standards and applicable laws and regulations. The independent auditors are
responsible for planning and carrying out proper audits and reviews. In
fulfilling their responsibilities hereunder, it is recognized that members of
the Committee are not employees of the Fund. As such, it is not the duty or
responsibility of the Committee or its members to conduct "field work" or other
types of auditing or accounting reviews or procedures or to set auditor
independence standards. Each member of the Committee shall be entitled to rely
on (i) the integrity of those persons and organizations within and outside the
Fund from which it receives information and (ii) the accuracy of the financial
and other information provided to the Committee by such persons and
organizations absent actual knowledge to the contrary (which shall be promptly
reported to the Fund's Board) and (iii) statements made by the officers and
employees of the Fund, the Adviser or other third parties as to any information
technology, internal audit and other non-audit services provided by the
independent auditors to the Fund. The designation of a person as an "audit
committee financial expert," within the meaning of the rules adopted and
implemented under Section 407 of the Sarbanes-Oxley Act of 2002, shall not
impose any greater responsibility or liability on that person than the
responsibility and liability imposed on such person as a member of the
Committee, nor does it decrease the duties and obligations of other Committee
members or the Board.
In carrying out its responsibilities, the Committee's policies and
procedures shall be adapted, as appropriate, in order to best react to a
changing environment.
AMENDMENTS
This Charter may be amended by a vote of a majority of the Board members.
A-4
APPENDIX A
Salomon Brothers Series Funds Inc (SFS)
Salomon Brothers Institutional Series Funds Inc (ISFS)
Salomon Brothers Variable Series Funds Inc (VSFS)
Salomon Brothers Capital and Income Fund Inc. (SCD) *
Salomon Brothers Emerging Markets Debt Fund Inc. (ESD) *
Salomon Brothers Emerging Markets Floating Rate Fund Inc. (EFL) *
Salomon Brothers Emerging Markets Income Fund Inc. (EMD) *
Salomon Brothers Emerging Markets Income Fund II Inc. (EDF) *
Salomon Brothers Global High Income Fund Inc. (EHI) *
Salomon Brothers Global Partners Income Fund Inc. (GDF) *
Salomon Brothers High Income Fund Inc. (HIF) *
Salomon Brothers High Income Fund II Inc. (HIX) *
Salomon Brothers Inflation Management Fund Inc. (IMF) *
Salomon Brothers Municipal Partners Fund Inc. (MNP) *
Salomon Brothers Municipal Partners Fund II Inc. (MPT) *
Salomon Brothers Worldwide Income Fund Inc. (SBW) *
Salomon Brothers 2008 Worldwide Dollar Government Term Trust Inc. (SBG) *
----------
* Closed-end Fund. The duties and responsibilities of paragraphs 10, 11, 12
and 13 and any other provision applicable exclusively to closed-end funds
apply to these funds only.
A-5
ANNEX B
NOMINATING COMMITTEE CHARTER
ORGANIZATION
The Nominating Committee of each registered investment company listed on
Appendix A hereto (each, a "Fund" and together, the "Funds") shall be composed
solely of Directors who are not "interested persons" of the Fund as defined in
Section 2(a)(19) of the Investment Company Act of 1940, as amended (the "1940
Act") and, with respect to those Funds listed on the New York Stock Exchange,
who are "independent" as defined in the New York Stock Exchange listing
standards ("Independent Directors"). The Board of Directors of the Fund (the
"Board") shall nominate the members of the Committee and shall designate the
Chairperson of the Committee. The Chairperson shall preside at each meeting of
the Committee.
RESPONSIBILITIES
The Committee shall select and nominate persons for election or
appointment by the Board as Directors of the Fund.
EVALUATION OF POTENTIAL NOMINEES
In evaluating a person as a potential nominee to serve as a Director of
the Fund, the Committee should consider among other factors it may deem
relevant:
o whether or not the person is an "interested person" as defined in the
1940 Act and whether the person is otherwise qualified under applicable
laws and regulations to serve as a Director of the Fund;
o whether or not the person has any relationships that might impair his or
her independence, such as any business, financial or family relationships
with Fund management, the investment manager of the Fund, other Fund
service providers or their affiliates;
o whether or not the person serves on boards of, or is otherwise affiliated
with, competing financial service organizations or their related mutual
fund complexes;
o whether or not the person is willing to serve, and willing and able to
commit the time necessary for the performance of the duties of a Director
of the Fund;
o the contribution which the person can make to the Board and the Fund (or,
if the person has previously served as a Director of the Fund, the
contribution which the person made to the Board during his or her
previous term of service), with consideration being given to the person's
business and professional experience, education and such other factors as
the Committee may consider relevant;
o the character and integrity of the person; and
o whether or not the selection and nomination of the person would be
consistent with the requirements of the Fund's retirement policies.
While the Committee is solely responsible for the selection and nomination
of Directors, the Committee may consider nominees recommended by Fund
stockholders as it deems appropriate. Stockholders who wish to
B-1
recommend a nominee should send nominations to the Secretary of the Fund that
include all information relating to such person that is required to be
disclosed in solicitations of proxies for the election of Directors. The
recommendation must be accompanied by a written consent of the individual to
stand for election if nominated by the Board of Directors and to serve if
elected by the stockholders.
QUORUM
A majority of the members of the Committee shall constitute a quorum for
the transaction of business, and the act of a majority of the members of the
Committee present at any meeting at which there is a quorum shall be the act of
the Committee.
NOMINATION OF DIRECTORS
After a determination by the Committee that a person should be selected
and nominated as a Director of the Fund, the Committee shall present its
recommendation to the full Board for its consideration.
MEETINGS
The Committee may meet either on its own or in conjunction with meetings
of the Board. Meetings of the Committee may be held in person, video conference
or by conference telephone. The Committee may take action by unanimous written
consent in lieu of a meeting.
Adopted: January 20, 2004
B-2
APPENDIX A
Salomon Brothers Series Funds Inc (SFS)
Salomon Brothers Institutional Series Funds Inc (ISFS)
Salomon Brothers Variable Series Funds Inc (VSFS)
Salomon Brothers Capital and Income Fund Inc. (SCD)
Salomon Brothers Emerging Markets Debt Fund Inc. (ESD)
Salomon Brothers Emerging Markets Floating Rate Fund Inc. (EFL)
Salomon Brothers Emerging Markets Income Fund Inc. (EMD)
Salomon Brothers Emerging Markets Income Fund II Inc. (EDF)
Salomon Brothers Global High Income Fund Inc. (EHI)
Salomon Brothers Global Partners Income Fund Inc. (GDF)
Salomon Brothers High Income Fund Inc. (HIF)
Salomon Brothers High Income Fund II Inc. (HIX)
Salomon Brothers Inflation Management Fund Inc. (IMF)
Salomon Brothers Municipal Partners Fund Inc. (MNP)
Salomon Brothers Municipal Partners Fund II Inc. (MPT)
Salomon Brothers Worldwide Income Fund Inc. (SBW)
Salomon Brothers 2008 Worldwide Dollar Government Term Trust Inc. (SBG)
B-3
SALOMON BROTHERS
HIGH INCOME FUND II INC.
C/O PFPC, INC.
P.O. BOX 8586
EDISON, NJ 08818-9452
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF STOCKHOLDERS
SALOMON BROTHERS HIGH INCOME FUND II INC.
AUGUST 6, 2004
[1781 - SALOMON BROTHERS HIGH INCOME FUND II INC.]
[FILE NAME: ZSBH51.ELX] [VERSION - (2)] [06/23/04] [ORIG. 06/23/04]
DETACH HERE ZSBH51
PLEASE MARK
[X] VOTES AS IN
THIS EXAMPLE.
1. Election of Directors.
NOMINEES: CLASS III, to serve until the year 2007 Annual Meeting
of Stockholders:
(01) Carol L. Colman;
(02) William R. Hutchinson;
(03) R. Jay Gerken.
FOR WITHHELD
ALL [ ] FROM ALL [ ]
NOMINEES NOMINEES
[ ]
--------------------------------------------------------------
(INSTRUCTION: To withhold authority to vote for any individual
nominee, write the name of the nominee(s) on the line above.)
Signature: Date: 2004
---------------------------------------- -----------------
2. The persons named as proxies are authorized to vote in their discretion on
any other business that may properly come before the meeting.
PLEASE COMPLETE, SIGN AND DATE HEREON AND MAIL IN ACCOMPANYING POSTPAID
ENVELOPE.
Please sign this proxy as your name appears on this Proxy. If joint owners,
EITHER may sign this Proxy. When signing as attorney, executor, administrator,
trustee, guardian or corporate officer, please give your full title.
Signature
(if jointly held)
Date: 2004
---------------------------------------- -----------------
[1781 - SALOMON BROTHERS HIGH INCOME FUND II INC.]
[FILE NAME: ZSBH52.ELX] [VERSION - (1)] [06/23/04] [ORIG. 06/23/04]
DETACH HERE ZSBH52
PROXY
SALOMON BROTHERS HIGH INCOME FUND II INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints R. Jay Gerken, Robert I. Frenkel, Robert M.
Nelson and William J. Renahan, and each of them, attorneys and proxies for the
undersigned, with full power of substitution and revocation, to represent the
undersigned and to vote on behalf of the undersigned all shares of Salomon
Brothers High Income Fund II Inc. (the "Fund") which the undersigned is entitled
to vote at the Annual Meeting of Stockholders of the Fund to be held at 153 East
53rd Street, 14th Floor Conference Center, New York, New York on Friday, August
6, 2004, at 9:00 a.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.
SEE REVERSE SEE REVERSE
SIDE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE