Edgar Filing: MUNICIPAL PARTNERS FUND II INC

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Municipal Partners Fund II Inc.

(Name of Registrant as Specified In Its Charter)

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THE EMERGING MARKETS INCOME FUND INC
THE EMERGING MARKETS INCOME FUND II INC
THE EMERGING MARKETS FLOATING RATE FUND INC.
GLOBAL PARTNERS INCOME FUND INC.
MUNICIPAL PARTNERS FUND INC.
MUNICIPAL PARTNERS FUND II INC.

November 12, 2002

Dear Stockholder:

We are pleased to enclose the notice and proxy statement for the Special
Joint Meetings of Stockholders (the "Special Meetings") of The Emerging Markets
Income Fund II Inc, The Emerging Markets Floating Rate Fund Inc., Municipal
Partners Fund Inc. and Municipal Partners Fund II Inc., and the Annual Joint
Meetings of Stockholders of The Emerging Markets Income Fund Inc and Global
Partners Income Fund Inc. (the "Annual Meetings" and, together with the
"Special Meetings," the "Meetings") to be held on December 11, 2002 at
Citigroup Center, 153 East 53rd Street, 14th Floor, Conference Room K, New
York, New York, at 3 p.m., New York time. Each Fund is referred to in this
notice and proxy statement as a "Fund," and collectively as the "Funds."

On October 22, 2002, PIMCO Advisors Fund Management LLC (formerly known as
PIMCO Funds Advisors LLC) ("PIMCO Advisors") and Salomon Brothers Asset
Management Inc ("SBAM") entered into a purchase agreement pursuant to which
SBAM agreed to acquire the investment management and advisory business of PIMCO
Advisors with respect to the Funds, (the "Transactions"). Upon consummation of
the Transactions, PIMCO Advisors will cease to act as investment manager or
adviser to the Funds and SBAM will become the sole investment manager to the
Funds. As such, SBAM will continue to be responsible for the day-to-day
management of each Fund's portfolio and will assume full responsibility for the
overall investment programs of the Funds. In addition, SBAM will continue to
provide the high level of portfolio investment services to which the Funds are
accustomed. The closing of the Transactions is subject to a number of
conditions, including approval by the Board of Directors and stockholders of
each Fund of a new investment advisory and administration agreement with SBAM.
The Board of Directors of each Fund approved each new investment advisory and
administration agreement with SBAM at a meeting of the Board of Directors of
each Fund on October 23, 2002.

At the Meetings, stockholders of each of the Funds will be asked to approve
a new investment advisory and administration agreement which will combine the
services currently provided pursuant to separate agreements between the Fund
and PIMCO Advisors, PIMCO Advisors and SBAM and/or the Fund and SBAM, into one
agreement for each Fund between the Fund and SBAM whereby SBAM will

perform all management, advisory and administration services for the Fund and
receive the total fees (reduced, as described below) currently paid by the
Funds to PIMCO Advisors and SBAM. Pursuant to the new proposed investment
advisory and administration agreement for The Emerging Markets Income Fund Inc
and The Emerging Markets Income Fund II Inc, services will be provided by SBAM
for a fee at a rate equal to 0.15% less than the combined fee rate currently
paid by the respective Fund. Pursuant to the new proposed investment advisory
and administration agreement for The Emerging Markets Floating Rate Fund Inc.,
Global Partners Income Fund Inc., Municipal Partners Fund Inc. and Municipal
Partners Fund II Inc., services will be provided by SBAM for a fee at a rate
equal to 0.05% less than the combined fee rate currently paid by the respective
Fund.

In addition, the stockholders of The Emerging Markets Income Fund Inc and
Global Partners Income Fund Inc. will be asked to vote on the election of
Directors for those two Funds.

Because the Funds are affected similarly by the Transactions, each Fund's
Board of Directors determined it would be most efficient to prepare a single
combined notice and proxy statement to be sent to the stockholders of all of
the Funds. If you are a stockholder of more than one Fund, you will receive the
combined notice of meetings, a proxy statement for all of the Funds and a proxy
card only for the Fund or Funds in which you are a stockholder. Each Fund votes
separately, so please sign and return all of your proxy cards if you are a
stockholder of more than one Fund.

Please note that you are not being asked to vote on every proposal included
in the proxy statement. The enclosed proxy statement describes which Funds'
stockholders are being asked to vote on each proposal, and the enclosed proxy
card(s) provide(s) for voting only with respect to the proposals relating to
the Fund(s) in which you are a stockholder.

After careful consideration, each Fund's Board of Directors, including its
independent Directors, unanimously approved each proposal relating to the Fund
and recommends that its stockholders vote "FOR" each such proposal.

We urge you to review the enclosed materials for all of the details of the
proposals described above. It is very important that you complete and return
the enclosed proxy card(s).

We thought that it would be helpful to provide the following questions and
answers regarding the approval of the new investment advisory and
administration agreement(s) and the election of Directors. They are designed to
help you answer questions you may have and help you cast your votes, and are
being provided as a supplement to, not a substitute for, the proxy statement,
which we urge you to review carefully.

Please feel free to contact 1-888-777-0102 to answer any questions you may
have regarding the voting of your shares. If we have not received your proxy
card(s) prior to the date of the Meetings, you may receive a telephone call
from a representative of your Fund encouraging you to exercise your right to
vote. As always, we thank you for your confidence and support.

Sincerely,

R. JAY GERKEN AND STEPHEN J. TREADWAY
Co-Chairmen of:
The Emerging Markets Income Fund Inc,
The Emerging Markets Income Fund II Inc,
The Emerging Markets Floating Rate Fund Inc.,
Global Partners Income Fund Inc.,
Municipal Partners Fund Inc. and
Municipal Partners Fund II Inc.

QUESTIONS & ANSWERS

Q: UNDER THE NEW INVESTMENT ADVISORY AND ADMINISTRATION AGREEMENT, WHO WILL BE
THE NEW INVESTMENT ADVISER FOR EACH FUND?

A: SBAM, which is currently responsible for the day-to-day management of each
Fund's portfolio, will take over all investment management, advisory and
administration responsibilities on behalf of each Fund for which a new
investment advisory and administration agreement is approved. SBAM will be
responsible for the overall investment programs of the Funds. In addition,
SBAM will continue to provide the high level of portfolio investment
services to which the Funds are accustomed.

Q: WHY AM I BEING ASKED TO VOTE ON THESE PROPOSALS?

A: On October 22, 2002, PIMCO Advisors and SBAM entered into a purchase
agreement whereby the two entities mutually agreed that SBAM would acquire
the investment management and advisory business of PIMCO Advisors with
respect to each of the Funds, subject to certain conditions. One of the
conditions to the closing of the transactions contemplated by the purchase
agreement with respect to a particular Fund is the approval of a new
investment advisory and administration agreement by the Board of Directors
and stockholders of that Fund. The Board of Directors of each Fund approved
a new investment advisory and administration agreement with SBAM at a
meeting of the Board of Directors of each Fund on October 23, 2002.

Q: HOW WILL THE NEW INVESTMENT ADVISORY AND ADMINISTRATION AGREEMENT AFFECT ME
AS A FUND STOCKHOLDER?

A: Under the new investment advisory and administration agreements, the overall
cost of investment management, advisory and administration services will
decrease. Under the new investment advisory and administration agreement for
The Emerging Markets Income Fund Inc and The Emerging Markets Income Fund II
Inc, the fee rate paid to SBAM, will be 0.15% lower than the combined fee
rate currently received by PIMCO Advisors and SBAM under the existing
agreements. Under the new investment advisory and administration agreement
for The Emerging Markets Floating Rate Fund Inc., Global Partners Income
Fund Inc., Municipal Partners Fund Inc. and Municipal Partners Fund II Inc.,
the fee rate paid to SBAM, will be 0.05% lower than the combined fee rate
currently received by PIMCO Advisors and SBAM under the existing agreements.
Although SBAM will receive an increased fee rate in return for the increased
services it will provide, the overall fee rate payable by each Fund will be
lower than the combined fee rate currently paid by the Fund, and indirectly
by the stockholders of the Fund, for advisory and administration services.

Q: WILL THERE BE ANY OTHER CHANGES TO THE FUND?

A: Upon the closing of the transactions contemplated by the purchase agreement,
Stephen J. Treadway will resign from each of the Fund's Board of Directors
and from all positions as an officer of each of the Funds. Newton B. Schott,
Jr. and Brian S. Shlissel will also resign their positions as officers of
each of the Funds. Messrs. Treadway, Schott and Shlissel are affiliated with
PIMCO Advisors.

Q: WHAT ELSE AM I BEING ASKED TO APPROVE?

A: Stockholders of each of The Emerging Markets Income Fund Inc and Global
Partners Income Fund Inc. are being asked to elect the Board of Directors
for their respective Fund.

Q: HOW DO THE BOARDS RECOMMEND THAT I VOTE?

A: After careful consideration, each of the Fund's Boards of Directors,
including its independent Directors, unanimously recommends that
stockholders vote "FOR" approval of the new investment advisory and
administration agreement and, with respect to the Funds holding Annual
Meetings, "FOR" the election of Directors.

Q: WHERE SHOULD I CALL IF I HAVE QUESTIONS?

A: Call 1-888-777-0102 with any questions you may have regarding the voting of
your shares.

PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD(S) IN THE POSTAGE-PAID
ENVELOPE. YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN.

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NOTICE OF ANNUAL AND SPECIAL JOINT MEETINGS OF STOCKHOLDERS

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November 12, 2002

To the Stockholders:

The Special Joint Meetings of Stockholders (the "Special Meetings") of
The Emerging Markets Income Fund II Inc, The Emerging Markets Floating Rate
Fund Inc., Municipal Partners Fund Inc. and Municipal Partners Fund II Inc.,
and the Annual Joint Meetings of Stockholders (the "Annual Meetings" and,
together with the "Special Meetings," the "Meetings") of The Emerging Markets
Income Fund Inc and Global Partners Income Fund Inc. will be held at Citigroup
Center, 153 East 53rd Street, 14th Floor, Conference Room K, New York, New
York, on Wednesday, December 11, 2002, at 3 p.m., New York time.

The Meetings will be held for the purposes of considering and voting upon
the following:

The following Proposal relates to each Fund:

1. The approval of a new investment advisory and administration agreement
between Salomon Brothers Asset Management Inc ("SBAM") and each of The Emerging
Markets Income Fund Inc, The Emerging Markets Income Fund II Inc, The Emerging
Markets Floating Rate Fund Inc., Global Partners Income Fund Inc., Municipal
Partners Fund Inc. and Municipal Partners Fund II Inc. (each individually, a
"Fund" and collectively, the "Funds").

The following Proposal relates to The Emerging Markets Income Fund Inc and
Global Partners Income Fund Inc. only:

2. The election of Directors.

The following relates to each Fund:

3. Any other business that may properly come before the Meetings or any
adjournment(s) thereof.

The close of business on November 4, 2002 has been fixed as the record date
for the determination of stockholders entitled to notice of and to vote at the
Meetings. The stockholders entitled to notice of and to vote at the Meetings
include the holders of common stock of each Fund and the holders of preferred
stock of each of Municipal Partners Fund Inc. and Municipal Partners Fund II
Inc.

By Order of the Boards of Directors,

CHRISTINA T. SYDOR
Secretary of the following Funds:
The Emerging Markets Income Fund Inc,
The Emerging Markets Income Fund II Inc,
The Emerging Markets Floating Rate Fund Inc.,
Global Partners Income Fund Inc.,
Municipal Partners Fund Inc. and
Municipal Partners Fund II Inc.

TO AVOID 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.

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 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

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COMBINED PROXY STATEMENT
ANNUAL AND SPECIAL JOINT MEETINGS OF STOCKHOLDERS

This combined proxy statement (the "Proxy Statement") is furnished in
connection with a solicitation by the Boards of Directors of The Emerging
Markets Income Fund II Inc, The Emerging Markets Floating Rate Fund Inc.,
Municipal Partners Fund Inc. and Municipal Partners Fund II Inc. of proxies to
be used at the Special Joint Meetings of Stockholders (the "Special Meetings")
of those Funds, and by the Boards of Directors of The Emerging Markets Income
Fund Inc and Global Partners Income Fund Inc. of proxies to be used at the
Annual Joint Meetings of Stockholders (the "Annual Meetings" and, together with
the "Special Meetings," the "Meetings"), to be held at Citigroup Center, 153
East 53rd Street, 14th Floor, Conference Room K, New York, New York, on
Wednesday, December 11, 2002, at 3 p.m., New York time (and at any
adjournment(s) thereof) for the purposes set forth in the accompanying Notice
of Annual and Special Joint Meetings of Stockholders. This Proxy Statement and
the accompanying form of proxy are first being mailed to stockholders on or
about November 12, 2002.

At the Meetings, stockholders of each of The Emerging Markets Income Fund
Inc, The Emerging Markets Income Fund II Inc, The Emerging Markets Floating
Rate Fund Inc., Global Partners Income Fund Inc., Municipal Partners Fund Inc.
and Municipal Partners Fund II Inc. (each individually, a "Fund" and
collectively, the "Funds") will be asked to approve a new investment advisory
and administration agreement which will combine the services currently provided
pursuant to separate agreements by PIMCO Advisors Fund Management LLC (formerly
known as PIMCO Funds Advisors LLC) ("PIMCO Advisors") and Salomon Brothers
Asset Management Inc ("SBAM"), into one agreement between the Funds and SBAM
whereby SBAM will perform all management, advisory and administration services
for the Fund. Although the particular terms of each existing contract between
PIMCO Advisors and each Fund, PIMCO Advisors and SBAM or, in the case of The
Emerging Markets Income Fund Inc, SBAM and the Fund may vary, currently PIMCO
Advisors, as investment adviser or investment manager to each Fund, supervises
the Fund's investment program, including advising and consulting with SBAM
regarding the Fund's overall investment strategy. SBAM, which has served as
investment manager or investment adviser since each Fund's inception, is
responsible, among other things, for the day-to-day management of the Fund's
portfolio.

In addition, the stockholders of The Emerging Markets Income Fund Inc and
Global Partners Income Fund Inc. will be asked to vote on the election of
Directors for those two Funds.

Stockholders who execute proxies retain the right to revoke them in person
at the Meetings 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 approval of the new investment advisory and administration
agreement, and, with respect to The Emerging Markets Income Fund Inc and Global
Partners Income Fund Inc., will be voted FOR the election of the Directors. The
close of business on November 4, 2002 has been fixed as the record date for the
determination of stockholders entitled to notice of and to vote at the Meetings
and any adjournment(s) thereof (the "Record Date"). For purposes of the
Meetings, each holder of each Fund's stock is entitled to one vote for each
full share and an appropriate fraction of a vote for each fractional share held
of record on the Record Date, with no shares having cumulative voting rights.
On the Record Date, each Fund had outstanding the number of shares indicated in
the separate Fund exhibit pertaining to the Funds (the "Fund Exhibit")
accompanying as Exhibit A to, and forming an important part of, this Proxy
Statement. Stockholders of each Fund will vote separately from stockholders of
the other Funds voting on the Proposals, and all of the outstanding capital
stock of each Fund will vote together as a single class with respect to the
Proposals.

The Proposals to be voted on by stockholders of the Funds are as follows:

Funds to which each
Proposals Proposal Applies
--------- -------------------

1. Approval of a new investment All Funds
advisory and administration agreement
between SBAM and the Fund.
2. Election of Directors to the Board of The Emerging Markets Income Fund
Directors. Inc and Global Partners Income Fund
Inc.

Abstentions and Broker Non-Votes (reflected by signed but unvoted proxies),
as defined below, do not count as votes cast with respect to the Proposals.
With respect to Proposal 1 which requires the affirmative vote of a "majority
of the outstanding voting securities" of a Fund (as defined in the Investment
Company Act of 1940, as amended (the "1940 Act")) (see "Required Vote" on page
12, the effect of abstentions and Broker Non-Votes is the same as a vote
against the Proposal. With respect to Proposal 2 which requires a plurality of
the votes cast by the holders of shares of common stock of each Fund present or
represented by proxy at the Meetings at which a quorum is present, abstentions
and Broker Non-

Votes will not be considered votes cast and have no effect on the outcome of
the Proposal. A plurality means that the nominee for Director with the largest
number of votes will be elected a Director. "Broker Non-Votes" are shares held
in the name of a broker or nominee for which an executed proxy is received by a
Fund, but are not voted on the Proposals because voting instructions have not
been received from the beneficial owners or persons entitled to vote and the
broker or nominee does not have discretionary voting power. Broker Non-Votes
are counted for purposes of determining whether a quorum is present.

In accordance with each 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 each Fund entitled to vote at the Meetings. In the event
that a quorum is not present at the Meeting of any Fund, or in the event that a
quorum is present but sufficient votes to approve a Proposal of any Fund is not
received, the persons named as proxies may propose one or more adjournments of
the Meetings to a date not more than 120 days after the Record Date to permit
further solicitation of proxies and without establishing a new Record Date. Any
adjournment will require the affirmative vote of a majority of those shares
voting on the adjournment matter at the Meetings in person or by proxy. The
persons named as proxies will vote those proxies which they are entitled to
vote FOR any adjournment proposal. A stockholder vote may be taken on a
Proposal for one or more of the Funds prior to any such adjournment if
sufficient votes have been received for approval of that Proposal.

PIMCO Advisors, whose principal business address is 1345 Avenue of the
Americas, New York, New York 10105, is currently the investment manager for The
Emerging Markets Income Fund II Inc, The Emerging Markets Floating Rate Fund
Inc., Global Partners Income Fund Inc., Municipal Partners Fund Inc. and
Municipal Partners Fund II Inc. and acts as the investment adviser for The
Emerging Markets Income Fund Inc. PIMCO Advisors is an indirect majority-owned
subsidiary of Allianz AG.

SBAM, whose principal business address is 399 Park Avenue, New York, New
York 10022, is currently the investment adviser for The Emerging Markets Income
Fund II Inc, The Emerging Markets Floating Rate Fund Inc., Global Partners
Income Fund Inc., Municipal Partners Fund Inc. and Municipal Partners Fund II
Inc. and the investment manager for The Emerging Markets Income Fund Inc. SBAM
is an indirect wholly-owned subsidiary of Citigroup Inc.

The principal business address of each of the Funds is 125 Broad Street,
New York, New York, 10004. Each of the Funds is a closed-end management
investment company, registered under the 1940 Act.

PROPOSAL 1: APPROVAL OF NEW INVESTMENT ADVISORY AND
ADMINISTRATION AGREEMENT

Stockholders of each of the Funds will vote on this Proposal.

Introduction

SBAM has served as investment adviser to each of the Funds (except for The
Emerging Markets Income Fund Inc for which SBAM has served as investment
manager) since each Fund's inception. PIMCO Advisors has served as investment
manager to each of the Funds (except for The Emerging Markets Income Fund Inc
for which it has served as investment adviser) by itself and through its
affiliates since October 1997. Over the years, each organization's asset
management business has developed significantly and begun to compete more
directly with each other. Given the focus of the growth of the asset management
businesses of the organizations and SBAM's comprehensive involvement in the
day-to-day operations of the Funds, PIMCO Advisors and SBAM mutually agreed
that it would be more effective and efficient for the Funds if SBAM were to
take over all management, advisory and administration operations of the Funds
at a lower cost to the Funds.

On October 22, 2002, PIMCO Advisors and SBAM entered into a purchase
agreement (the "Purchase Agreement") whereby the two parties agreed that SBAM
would acquire the investment management and advisory business of PIMCO Advisors
with respect to each of the Funds. Under the Purchase Agreement, SBAM will pay
PIMCO Advisors $12.5 million over five years provided the transactions
contemplated by the Purchase Agreement close with respect to all of the Funds
(for each Fund, a "Transaction" and collectively the "Transactions"). As a
condition to the closing of the Transaction with respect to a Fund, a new
investment advisory and administration agreement (the "New Investment Advisory
and Administration Agreement") must be approved by the Board of Directors and
stockholders of that Fund. In addition, the terms of the New Investment
Advisory and Administration Agreement for each Fund provide that it will not
become effective until the Transaction closes with respect to that Fund. Upon
obtaining stockholder approval of a New Investment Advisory and Administration
Agreement for a Fund, SBAM may elect to close the Transaction with respect to
that Fund. If SBAM so elects, SBAM is required to close all other Transactions
for which stockholder approval has been obtained and certain other conditions
have been satisfied or waived. If stockholder approval is obtained for every
Fund and certain other conditions have been satisfied or waived, SBAM has
agreed to close the Transactions for all of the Funds. Upon the closing of a
Transaction for a Fund, Stephen J. Treadway will resign from that Fund's Boards
of Directors and from all positions as an officer of that Fund. Newton B.
Schott, Jr. and Brian S. Shlissel will also resign their positions as officers
of each of the Funds in the same manner. Messrs. Treadway,

Schott and Shlissel are affiliated with PIMCO Advisors. If a Transaction closes
with respect to a Fund, SBAM has agreed to use commercially reasonable efforts
to cause the Funds to honor their obligations to indemnify Stephen J. Treadway
in his role as Director of the Funds, and to cause the Funds to maintain in
effect the current policies of directors' and officers' insurance maintained by
that Fund for the benefit of Stephen J. Treadway, Newton B. Schott, Jr. and
Brian S. Shlissel.

The Boards of Directors of the Funds are proposing that stockholders approve
the New Investment Advisory and Administration Agreement to be entered into
between each of the Funds and SBAM. PIMCO Advisors currently serves as the
investment manager to The Emerging Markets Income Fund II Inc, The Emerging
Markets Floating Rate Fund Inc., Global Partners Income Fund Inc., Municipal
Partners Fund Inc. and Municipal Partners Fund II Inc. pursuant to the current
management agreement between each Fund and PIMCO Advisors (the "Existing PIMCO
Management Agreements") and as the investment adviser for The Emerging Markets
Income Fund Inc under the current investment advisory agreement between the
Fund and PIMCO Advisors (the "Existing PIMCO Investment Advisory Agreement,"
and, together with the Existing PIMCO Management Agreements, the "Existing
PIMCO Agreements"). As such, PIMCO Advisors supervises the Fund's investment
program. SBAM currently serves as the investment adviser to The Emerging
Markets Income Fund II Inc, The Emerging Markets Floating Rate Fund Inc.,
Global Partners Income Fund Inc., Municipal Partners Fund Inc. and Municipal
Partners Fund II Inc. under the current investment advisory and administration
agreements between PIMCO Advisors and SBAM (together the "Existing SBAM
Investment Advisory and Administration Agreements") for each Fund, except for
The Emerging Markets Income Fund Inc, where SBAM serves as the investment
manager for the Fund under the current management agreement between SBAM and
the Fund (the "Existing SBAM Management Agreement," and, together with the
Existing SBAM Investment Advisory and Administration Agreements, the "Existing
SBAM Agreements," and, together with the Existing PIMCO Agreements, the
"Existing Agreements"). As such, SBAM is responsible for the day-to-day
management of the Fund's portfolio. The dates of each of these agreements, as
well as the respective dates on which each Fund's stockholders and its Board of
Directors, including a majority of the Directors who are not "interested
persons" as defined in the 1940 Act ("Interested Persons") of such Fund, PIMCO
Advisors or SBAM, as applicable, most recently approved each agreement are set
forth in the Fund Exhibit on page A-4.

At a joint meeting of the Boards of Directors of the Funds held on October
23, 2002, the Board of each of the Funds unanimously approved a New Investment
Advisory and Administration Agreement between each Fund and SBAM subject to
stockholder approval. Each New Investment Advisory and Administration Agreement
provides that SBAM will perform services substantially identical in nature to
those currently performed by SBAM under the Existing SBAM

Agreements as well as those services currently performed by PIMCO Advisors
under the Existing PIMCO Agreements. Although SBAM will receive an increased
fee rate in return for the increased services it will provide, the proposed
overall fee rate payable by each Fund and indirectly by the stockholders will
be lower than the fee rate currently paid by the Funds. Pursuant to the New
Investment Advisory and Administration Agreement for The Emerging Markets
Income Fund Inc and The Emerging Markets Income Fund II Inc, services will be
provided by SBAM for a fee rate equal to 0.15% less than the combined fee rate
currently paid by the Funds. Pursuant to the New Investment Advisory and
Administration Agreement for The Emerging Markets Floating Rate Fund Inc.,
Global Partners Income Fund Inc., Municipal Partners Fund Inc. and Municipal
Partners Fund II Inc., services will be provided by SBAM for a fee rate equal
to 0.05% less than the combined fee rate currently paid by the Funds. The table
below sets forth the current and proposed fee rate for each Fund.

Current Combined Fee Rate Proposed Fee Rate
Fund under Existing Agreements under New Agreement
---- ------------------------- -------------------

The Emerging Markets Income
Fund Inc........................ 1.20% 1.05%
The Emerging Markets Income
Fund II Inc..................... 1.20% 1.05%
The Emerging Markets Floating
Rate Fund Inc................... 1.10% 1.05%
Global Partners Income Fund Inc... 1.10% 1.05%
Municipal Partners Fund Inc.(1)... 0.60% 0.55%
Municipal Partners Fund II Inc.(1) 0.60% 0.55%

(1)For purposes of calculating the fee, the liquidation value of any
outstanding preferred stock of the Fund is not deducted in determining the
Fund's average weekly net assets.

At the joint meeting of the Board of Directors of each Fund, the Boards also
unanimously approved the continuation of the Existing Agreements (except for
the Existing SBAM Management Agreement between The Emerging Markets Income Fund
Inc and SBAM, which is not due to expire until February 2004) until the earlier
of (1) the closing of the Transaction with respect to the applicable Fund and
(2) October 31, 2003.

A form of the proposed New Investment Advisory and Administration Agreement
is attached as Exhibit B and substantially combines the terms of the Existing
PIMCO Agreements and the Existing SBAM Agreements. The descriptions of the New
Investment Advisory and Administration Agreements in this Proxy Statement are
qualified in their entirety by reference to the form of the proposed New
Investment Advisory and Administration Agreement.

Board Consideration and Recommendation

During the course of their deliberations, the Directors (including the
non-interested Directors) considered with respect to each Fund (1) the nature,
quality and scope of the management and investment advisory services and
personnel that would be provided to the Funds by SBAM, (2) the amount of
investment advisory fees that would be paid to SBAM and the fees paid by
comparable funds, (3) the compensation (in addition to investment advisory
fees) and other benefits received by SBAM and its affiliates in respect of the
Funds, (4) SBAM's cost in providing services, (5) economies of scale realized
by SBAM, (6) possible alternatives to the proposed New Investment Advisory and
Administration Agreements with SBAM, (7) the operating expenses of the Funds,
and (8) the policies and practices of SBAM with respect to the portfolio
transactions for the Funds. The non-interested Directors of each Fund also met
separately to review the information provided by SBAM and were assisted in
their review by independent counsel to the non-interested Directors.

Specifically, the Boards considered, in addition to the above information,
(1) the fact that SBAM has been involved in the day-to-day operations of each
Fund since its inception and the level of services SBAM has provided to each
Fund, (2) the ability of SBAM, in light of its current involvement in the
day-to-day operation of the Funds, to provide all services to the Funds,
including those currently provided by PIMCO Advisors, in an effective and
efficient manner, (3) the rates of compensation to be received by SBAM under
the New Investment Advisory and Administration Agreements, which although
higher than the rates currently paid to SBAM under the Existing Agreements, are
lower than the combined rates paid to SBAM and PIMCO Advisors under the
Existing Agreements, (4) SBAM's profitability under the Existing Agreements and
its pro forma profitability under the New Investment Advisory and
Administration Agreement, (5) the performance of the Funds relative to that of
other funds with similar investment objectives, (6) the commonality of the
terms and provisions of the New Investment Advisory and Administration
Agreements and the Existing Agreements, and (7) SBAM's general reputation and
commitment to the investment advisory industry.

Description of SBAM

SBAM is registered as an investment adviser with the Securities and Exchange
Commission ("SEC") under the Investment Advisers Act of 1940, as amended
("Advisers Act"), and has its principal place of business at 399 Park Avenue,
New York, New York 10022. SBAM was organized as a Delaware corporation in 1987.
SBAM is an indirect wholly-owned subsidiary of Citigroup Inc. which is located
at 1 Citigroup Center, 153 East 53/rd/ Street, New York, New York 10022. As of
September 30, 2002 , SBAM had approximately $26.1 billion of assets under
management.

SBAM provides discretionary and non-discretionary portfolio management
services to a wide variety of individual and institutional accounts, including,
but not limited to, banks or thrift institutions, retirement plans, pension and
profit- sharing trusts, estates, charitable organizations, corporations, and
other business entities, registered investment companies and unregistered
domestic and offshore funds.

The names, titles and principal occupations of the current Directors and
executive officers of SBAM are set forth in the Fund Exhibit on page A-12.

Description of Portfolio Management Team

The SBAM portfolio management team that is currently responsible for the
day-to-day management of each of the Funds will continue to act in that
capacity. The team of investment professionals currently manages other
closed-end and open-end management investment companies. If the stockholders
approve the New Investment Advisory and Administration Agreement, the SBAM team
will continue to manage each Fund in accordance with each Fund's respective
investment objective.

Description of the Existing PIMCO Agreements

Under the Existing PIMCO Management Agreements with each applicable Fund,
PIMCO Advisors is responsible for supervising the Funds' investment programs,
including advising and consulting with the Funds' investment manager regarding
the Funds' overall investment strategy. PIMCO Advisors also advises the Funds
on the use of leveraging techniques and provides access to economic
information, research and assistance to the Funds. Under the Existing PIMCO
Management Agreements with each Fund (other than Municipal Partners Fund Inc.
and Municipal Partners Fund II Inc.), PIMCO Advisors is responsible for
consulting with SBAM and the Fund with respect to emerging trends and
developments in the international community with particular emphasis on
opportunities for emerging market country entities.

Under the Existing PIMCO Investment Advisory Agreement, PIMCO Advisors
supervises The Emerging Markets Income Fund Inc's investment program, including
advising and consulting with SBAM regarding the Fund's overall investment
strategy. PIMCO Advisors also provides access to economic information, research
and assistance to the Fund. Under the Existing PIMCO Agreements, the Funds are
responsible for all of their expenses and liabilities, except that PIMCO
Advisors is responsible for the expenses in connection with maintaining a staff
within its organization to furnish the above services to the Funds and, in the
case of the Existing PIMCO Management Agreements, the Funds' investment
advisers.

Under the Existing PIMCO Agreements, the Funds pay PIMCO Advisors an annual
fee in monthly installments in arrears at the fee rates set forth in the Fund
Exhibit on page A-3. The aggregate amount of investment management fees paid by
each Fund to PIMCO Advisors for the Fund's most recent fiscal year under the
Existing PIMCO Agreements is set forth in the Fund Exhibit on page A-4. Under
the Existing PIMCO Management Agreements, PIMCO Advisors remits a certain
percentage of such fees to SBAM pursuant to the Existing SBAM Investment
Advisory and Administration Agreements as set forth in the Fund Exhibit on page
A-1.

Each Existing PIMCO Agreement provides that, in the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard for its
obligations thereunder ("disabling conduct"), PIMCO Advisors shall not be
liable to the Fund or its stockholders for any act or omission in the course of
or in connection with the rendering of its services thereunder. In addition,
each Existing PIMCO Agreement provides that the Fund, under certain
circumstances, will indemnify PIMCO Advisors against any losses or expenses
incurred, including amounts paid in satisfaction of judgments and reasonable
legal costs, not resulting from disabling conduct.

Each Existing PIMCO Agreement had an initial term of two years, and
thereafter can continue in effect for successive annual periods provided such
continuance is specifically approved at least annually by (i) a majority of the
members of the Fund's Board of Directors who are not parties to the Existing
PIMCO Agreement, and who are not Interested Persons of any such party, and
(ii) a majority of each Fund's Board of Directors or the holders of a "majority
of the outstanding voting securities" (as defined in the 1940 Act) of each
Fund. Each Existing PIMCO Agreement may be terminated, without penalty, on 60
days' notice, by the respective Fund's Board of Directors, by a vote of the
holders of a "majority of the outstanding voting securities" of the Fund (as
defined in the 1940 Act), or by PIMCO Advisors, and each Existing PIMCO
Agreement will terminate automatically in the event of its "assignment" (as
defined in the 1940 Act).

Description of the Existing SBAM Agreements

Under the Existing SBAM Investment Advisory and Administration Agreements
with PIMCO Advisors for each applicable Fund, subject to the direction and
control of the Directors of the Fund and in consultation with PIMCO Advisors,
SBAM is responsible for making investment strategy decisions for the Fund,
managing and investing and reinvesting the assets of the Fund in accordance
with its stated policies, placing purchase and sale orders for the Fund, as
well as providing financial research and data to the Fund. SBAM is also
responsible for administration and stockholder services for the Fund.

Under the Existing SBAM Management Agreement between SBAM and The Emerging
Markets Income Fund Inc, SBAM is responsible for managing and supervising the
Fund's investment program and provides certain compliance, administration and
clerical services to the Fund. In particular, the Existing SBAM Management
Agreement provides that SBAM will make investment strategy decisions for the
Fund, manage the investing and reinvesting of the Fund's assets, place purchase
and sale orders on behalf of the Fund, provide continuous supervision of the
Fund's investment portfolio and provide or procure the provision of research
and statistical data in relation to investing and other matters within the
scope of the investment objective and limitations of the Fund. In addition,
under the Existing SBAM Management Agreement, SBAM is responsible for providing
administration services to the Fund, including compliance, record-keeping,
reporting and preparation of proxies and stockholder reports, coordination of
the functions of the transfer agent, custodian, accountants, counsel and other
parties, clerical services, such as accounting services, and stockholder
services, including responding to stockholder inquiries.

Under the Existing SBAM Agreements each Fund is responsible for all of its
expenses and liabilities, except that SBAM is responsible for the expenses in
connection with providing facilities and personnel reasonably necessary for the
performance of the services to be provided by it to the Fund. Under the
Existing SBAM Agreements, SBAM is paid for its services with respect to the
Funds (in the case of the SBAM Investment Advisory and Administration
Agreement, by PIMCO Advisors, and in the case of the SBAM Management Agreement,
by the Fund) an annual fee in monthly installments in arrears at the rates
listed in the Fund Exhibit on page A-1.

Each Existing SBAM Agreement provides that, in the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard of its
obligations thereunder ("disabling conduct"), SBAM shall not be liable to a
Fund or its stockholders for any act or omission in the course of or in
connection with the rendering of its services thereunder. In addition, each
Existing SBAM Agreement provides that a Fund, under certain circumstances, will
indemnify SBAM against any losses or expenses incurred, including amounts paid
in satisfaction of judgments and reasonable legal costs, not resulting from
disabling conduct.

Each Existing SBAM Agreement had an initial term of two years, and
thereafter can continue in effect for successive annual periods provided such
continuance is specifically approved at least annually by (i) a majority of the
members of the Fund's Board of Directors who are not parties to the Existing
SBAM Agreement, and who are not Interested Persons of any such party, and (ii)
a majority of each Fund's Board of Directors or the holders of a "majority of
the outstanding voting securities" (as defined in the 1940 Act) of the Fund.
Each Existing SBAM Agreement may be terminated, without penalty, on 60 days'

notice, by the respective Fund's Board of Directors, by a vote of the holders
of a "majority of the outstanding voting securities" of the Fund (as defined in
the 1940 Act), or by SBAM, and each Existing SBAM Agreement will terminate
automatically in the event of its "assignment" (as defined in the 1940 Act).

The Proposed New Investment Advisory and Administration Agreement

The proposed New Investment Advisory and Administration Agreement
incorporates substantially the same terms as the Existing Agreements. Under the
proposed New Investment Advisory and Administration Agreement, SBAM will make
investment strategy decisions for each Fund, supervise each Fund's investment
program and investment portfolio, provide and procure the provision of relevant
research and statistical data in relation to investing and other matters within
the scope of the investment objective and limitations of each Fund, and provide
administrative services for each Fund, among other things.

Under the proposed New Investment Advisory and Administration Agreement for
each of The Emerging Markets Income Fund Inc and The Emerging Markets Income
Fund II Inc, the rate of fees, all of which will be paid to SBAM, will be 0.15%
lower than the combined advisory and administration fee rate currently payable
by the Fund to PIMCO Advisors and SBAM under the Existing Agreements. With
respect to The Emerging Markets Floating Rate Fund Inc., Global Partners Income
Fund Inc., Municipal Partners Fund Inc. and Municipal Partners Fund II Inc.,
the rate of fees to be paid to SBAM will be 0.05% lower than the combined
advisory and administration fee rate currently payable by the Fund to PIMCO
Advisors and SBAM under the Existing Agreements. Under the proposed New
Investment Advisory and Administration Agreement, SBAM would be paid for its
services by each Fund an annual fee in monthly installments in arrears at the
rates listed above and in the Fund Exhibit on page A-3.

Under the proposed New Investment Advisory and Administration Agreement,
each Fund would be responsible for all of its expenses and liabilities, except
that SBAM would be responsible for the expenses in connection with providing
facilities and personnel reasonably necessary for the performance of the
services to be provided by it to each Fund.

Each New Investment Advisory and Administration Agreement provides that, in
the absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of its obligations thereunder ("disabling conduct"), SBAM shall not
be liable to a Fund or its stockholders for any act or omission in the course
of or in connection with the rendering of its services thereunder. In addition,
each New Investment Advisory and Administration Agreement provides that a Fund,
under certain circumstances, will indemnify SBAM against any losses or expenses
incurred, including amounts paid in satisfaction of judgments and reasonable
legal costs, not resulting from disabling conduct.

The New Investment Advisory and Administration Agreement will be in effect
for an initial term of two years, and thereafter can continue in effect for
successive annual periods provided such continuance is specifically approved at
least annually by (i) a majority of the members of each Fund's Board of
Directors who are not parties to the New Investment Advisory and Administration
Agreement, and who are not Interested Persons of any such party, and (ii) a
majority of each Fund's Board of Directors or the holders of a "majority of the
outstanding voting securities" (as defined in the 1940 Act) of each Fund. The
New Investment Advisory and Administration Agreement may be terminated, without
penalty, on 60 days' notice, by that Fund's Board of Directors, by a vote of
the holders of a "majority of the outstanding voting securities" (as defined in
the 1940 Act) of the Fund, or by SBAM, and the New Investment Advisory and
Administration Agreement will terminate automatically in the event of its
"assignment" (as defined in the 1940 Act).

Required Vote

As provided in the 1940 Act, approval of the New Investment Advisory and
Administration Agreement for a Fund will require the affirmative vote of a
"majority of the outstanding voting securities" of that Fund, which means the
affirmative vote of the lesser of (a) 67% or more of the shares of the Fund
entitled to vote thereon present or represented by proxy at the Meetings, if
the holders of more than 50% of the outstanding shares of the Fund entitled to
vote thereon are present or represented by proxy, or (b) more than 50% of the
total outstanding shares of the Fund entitled to vote thereon. Stockholders
entitled to vote on this Proposal include all holders of common stock for each
of the Funds, which have one vote per share, as well as all holders of
preferred stock for each of Municipal Partners Fund Inc. and Municipal Partners
Fund II Inc., which have one vote per share and vote with the common stock of
their respective Fund as a single voting class with respect to the Proposal.
For this purpose, abstentions and Broker Non-Votes will be counted as shares
present at the Meetings for quorum purposes but not voting and will have the
same effect as votes cast against the Proposal.

The outcome of the vote by the stockholders of one Fund will not affect the
validity of the votes cast by the stockholders of the other Funds, provided,
however, that SBAM is not obligated to close any of the Transactions unless the
stockholders of each of the six Funds approve the New Investment Advisory and
Administration Agreement with respect to that Fund and certain other conditions
have been satisfied or waived. Therefore, it is possible that a New Investment
Advisory and Administration Agreement will not go into effect even if it has
been approved by the stockholders of a Fund. If SBAM elects to close one or
more of the Transactions, SBAM is obligated to close all of the Transactions
for which stockholder approval of the New Investment Advisory and
Administration Agreements has been obtained and certain other conditions have
been satisfied or waived.

Section 15(f) of the 1940 Act

PIMCO Advisors and SBAM have structured the Transactions contemplated by the
Purchase Agreement and SBAM has agreed to use commercially reasonable efforts
to comply with the "safe harbor" provisions afforded by Section 15(f) of the
1940 Act. Section 15(f) provides in substance that when a sale of an interest
in an investment advisory business occurs, the investment adviser or its
affiliates may receive any amount or benefit in connection with the sale as
long as two conditions are satisfied. First, an "unfair burden" must not be
imposed on investment company clients of the adviser as a result of the
transaction, or any express or implied terms, conditions, or understandings
applicable to the transaction. The term "unfair burden" (as defined in the 1940
Act) includes any arrangement during the two-year period after the transaction
whereby the investment adviser (or predecessor or successor adviser), or any
Interested Person of the adviser, receives or is entitled to receive any
compensation, directly or indirectly, from the investment company or its
security holders (other than fees for bona fide investment advisory or other
services) or from any other person in connection with the purchase or sale of
securities or other property to, from or on behalf of the investment company
(other than bona fide ordinary compensation as principal underwriter for the
company). The Board of Directors of each Fund is not aware of any circumstances
arising from the change in advisory services proposed herein that might result
in an unfair burden being imposed on any Fund.

The second condition of Section 15(f) is that during the three-year period
after the transaction, at least 75% of each investment company's board of
directors must not be Interested Persons of the investment adviser (or
predecessor or successor adviser).

Upon consummation of each of the Transactions contemplated by the Purchase
Agreement, Mr. Treadway has agreed to resign from the respective Board and at
that point each Board will be in compliance with the requirement that the Board
of each Fund with respect to which a Transaction has closed be comprised of
Directors at least 75% of whom are not Interested Persons of either SBAM and
PIMCO Advisors. It is expected that the Board of Directors of each Fund will
continue to satisfy that condition of Section 15(f) for the requisite
three-year period.

THE DIRECTORS, INCLUDING THE DIRECTORS WHO ARE NOT INTERESTED PERSONS,
UNANIMOUSLY RECOMMEND THAT EACH FUND'S STOCKHOLDERS VOTE "FOR" THE APPROVAL OF
THE NEW INVESTMENT ADVISORY AND ADMINISTRATION AGREEMENT FOR EACH FUND.

PROPOSAL 2: ELECTION OF DIRECTORS

Stockholders of only The Emerging Markets Income Fund Inc and Global
Partners Income Fund Inc. will vote on this proposal.

The Meeting for each of The Emerging Markets Income Fund Inc and Global
Partners Income Fund Inc. will also serve as the Annual Meeting of
Stockholders, and stockholders of those Funds are being asked to consider for
election as Directors the nominees listed below. In accordance with each Fund's
Charter, each Fund's Board of Directors is divided into three classes: Class I,
Class II and Class III. Consequently, the stockholders of The Emerging Markets
Income Fund Inc will be electing two Class III Directors to hold office until
the year 2005 Annual Meeting of Stockholders, and the stockholders of Global
Partners Income Fund Inc. will be electing one Class III Director to hold
office until the year 2003 Annual Meeting of Stockholders and two Class II
Directors to hold office until the year 2005 Annual Meeting of Stockholders, at
their respective Meetings.

The Emerging Markets Income Fund Inc

At the Meeting, the Fund's stockholders will be asked to elect two Class III
Directors to hold office until the year 2005 Annual Meeting of Stockholders or
thereafter until their respective successors are duly elected and qualified.
The terms of office of the Class I and Class II Directors expire at the year
2003 and 2004 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 form of proxy accompanying this Proxy Statement
intend to vote at the Meetings (unless directed not to vote) FOR the election
of the nominees named below. The nominees for election are currently members of
the Fund's Board of Directors, and have previously been elected as Directors by
the Fund's stockholders, with the exception of Mr. Gerken. The nominees have
indicated that they will serve if elected, but if they should be unable to
serve, the proxy will be voted for any other person determined by the persons
named in the proxy in accordance with their judgment. As of April 20, 2001,
Charles F. Barber became a director emeritus/*/ of the Fund. In September 2002
Heath B. McLendon resigned as Co-Chairman and a Director of the Fund in order
to serve as Chairman of the Equity Research Policy Committee at Salomon Smith
Barney Inc. If the Transaction contemplated by the Purchase Agreement between
PIMCO Advisors and SBAM with respect to The Emerging Markets Income Fund Inc is
consummated, Mr. Treadway has agreed to resign from the Board of Directors of
the Fund and as an officer of the Fund, as described in Proposal 1 in the Proxy
Statement. Otherwise, Mr. Treadway will retain his current positions.

The following table provides information concerning the nominees for
election as Class III Directors of the Fund:

Number of
Portfolios
Advised by
SBAM,/(1)/
SBAM
and PIMCO
Advisors,/(2)/
and PIMCO
Advisors/(3)/
Principal and Overseen Other
Position(s) Length Occupation(s) by Nominee Directorships
Name, Address Held with of Time During (including Held by
and Age Fund Served Past 5 Years the Fund) Nominee
------------- ------------ ------- -------------------- ------------- -----------------

Nominees to Serve as Class III Directors until the 2005 Annual Meeting of Stockholders

Non-Interested Director Nominee
Leslie H. Gelb Director and Since President, The 26/(1)/ Britannica.com,
The Council on Member of 1994 Council on Foreign 6/(2)/ Director of two
Foreign Relations the Audit Relations; formerly 0/(3)/ registered
58 East 68th Street Committee Columnist, Deputy investment
New York, NY 10021 Editorial Page companies advised
Age: 64 Editor and Editor, by Advantage
Op-Ed Page, The Advisers, Inc.
New York Times.
Interested Director Nominee
R. Jay Gerken** Director and Since Managing Director, 215/(1)/ None
Salomon Smith Co-Chairman 2002 Salomon Smith 6/(2)/
Barney Inc. Barney Inc. ("SSB"); 0/(3)/
125 Broad Street formerly, portfolio
New York, NY 10004 manager
Age: 51 Smith Barney
Growth and Income
Fund (1994-2000)
and Smith Barney
Allocation Series
Inc. (1996-2001).

--------
* Upon attainment of age 80, Fund Directors may acquire emeritus status. A
director emeritus is not a Director and is not entitled to vote on matters
that come before the Board of Directors. Directors emeritus are entitled to
serve for a maximum of 10 years and are paid 50% of the annual retainer fee
and meeting fees payable to Fund Directors together with reasonable
out-of-pocket expenses for each meeting attended.
** Mr. Gerken is an Interested Person as defined in the 1940 Act because he is
a Managing Director of SSB, an affiliate of SBAM, the Fund's investment
adviser.
(1)Number of portfolios advised by SBAM or affiliates of SBAM.
(2)Number of portfolios advised by SBAM or affiliates of SBAM and PIMCO
Advisors or affiliates of PIMCO Advisors.
(3)Number of portfolios advised by PIMCO Advisors or affiliates of PIMCO
Advisors.

Global Partners Income Fund Inc.

At the Meeting, the Fund's stockholders will be asked to elect two Class II
Directors to hold office until the year 2005 Annual Meeting of Stockholders and

one Class III Director to hold office until the year 2003 Annual Meeting of
Stockholders or thereafter when their respective successors are duly elected
and qualified. The terms of office of the remaining Class I and Class III
Directors expire at the year 2004 and 2003 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 form of proxy accompanying this Proxy Statement
intend to vote at the Meetings (unless directed not to vote) FOR the election
of the nominees named below. The nominees for election are currently members of
the Fund's Board of Directors and have previously been elected as Directors by
the Fund's stockholders, with the exception of Mr. Gerken. Except as described
below with respect to Mr. Treadway, the nominees have indicated that they will
serve if elected, but if they should be unable to serve, the proxy will be
voted for any other person determined by the persons named in the proxy in
accordance with their judgment. If the Transaction contemplated by the Purchase
Agreement between PIMCO Advisors and SBAM with respect to Global Partners
Income Fund Inc. is consummated, Mr. Treadway has agreed to resign from the
Board of Directors of the Fund and as an officer of the Fund, as described in
Proposal 1 in the Proxy Statement. Otherwise, Mr. Treadway will retain his
current positions. As of April 20, 2001, Charles F. Barber became a director
emeritus/*/ of the Fund. In September 2002 Heath B. McLendon resigned as
Co-Chairman and a Director of the Fund in order to serve as Chairman of the
Equity Research Policy Committee at Salomon Smith Barney Inc.

The following table provides information concerning the nominees for
election as Class II and III Directors of the Fund:

Number of
Portfolios
Advised by
SBAM,/(1)/
SBAM
and PIMCO
Advisors,/(2)/
and PIMCO
Advisors/(3)/
Length and Overseen Other
Position(s) of Principal by Nominee Directorships
Name, Address Held with Time Occupation(s) (including Held by
and Age Fund Served During Past 5 Years the Fund) Nominee
------------- ----------- ------ --------------------- ------------- ---------------------

Nominees to serve as Class II Director until the 2005 Annual Meeting of Stockholders

Non-Interested Director Nominee
Leslie H. Gelb Director Since President, The 26/(1)/ Britannica.com,
The Council on and 1994 Council on Foreign 6/(2)/ Director of two
Foreign Relations Member Relations; formerly 0/(3)/ registered investment
58 East 68th Street of the Columnist, Deputy companies advised
New York, NY 10021 Audit Editorial Page Editor by Advantage
Age: 64 Committee and Editor, Op-Ed Advisers, Inc.
Page, The New York
Times.

Number of
Portfolios
Advised by
SBAM,/(1)/
SBAM
and PIMCO
Advisors,/(2)/
and PIMCO
Advisors/(3)/
Length and Overseen Other
Position(s) of Principal by Nominee Directorships
Name, Address Held with Time Occupation(s) (including Held by
and Age Fund Served During Past 5 Years the Fund) Nominee
------------- ------------ ------ ------------------- ------------- -------------

Interested Director Nominee
Stephen J. Treadway** Director and Since Managing Director 0/(1)/ None
PIMCO Advisors Co-Chairman 2000 of Allianz Dresdner 6/(2)/
Distributors LLC/(4)/ Asset Management 56/(3)/
2187 Atlantic Street of America L.P.
Stamford, CT 06902 ("ADAMA")
Age: 55 (formerly, PIMCO
Advisors L.P.);
Managing Director
and Chief Executive
Officer of PIMCO
Advisors
Distributors
LLC/(4)/since May
1996; Managing
Director and Chief
Executive Officer,
PIMCO Advisors.
Nominee to serve as Class III Director until the 2003 Annual Meeting of Stockholders

Interested Director Nominee
R. Jay Gerken*** Director and Since Managing Director, 215/(1)/ None
Salomon Smith Co-Chairman 2002 Salomon Smith 6/(2)/
Barney Inc. Barney Inc. 0/(3)/
125 Broad Street ("SSB"); formerly,
New York, NY 10004 portfolio manager
Age: 51 Smith Barney
Growth and Income
Fund (1994-2000)
and Smith Barney
Allocation Series
Inc. (1996-2001).

--------
* Upon attainment of age 80, Fund Directors may acquire emeritus status. A
director emeritus is not a Director and is not entitled to vote on matters
that come before the Board of Directors. Directors emeritus are entitled to
serve for a maximum of 10 years and are paid 50% of the annual retainer fee
and meeting fees payable to Fund Directors together with reasonable
out-of-pocket expenses for each meeting attended.
** Mr. Treadway is an Interested Person as defined in the 1940 Act because he
is a director and/or officer of PIMCO Advisors, the Fund's investment
manager.
***Mr. Gerken is an Interested Person as defined in the 1940 Act because he is
a Managing Director of SSB, an affiliate of SBAM, the Fund's investment
adviser.
(1)Number of portfolios advised by SBAM or affiliates of SBAM.
(2)Number of portfolios advised by SBAM or affiliates of SBAM and PIMCO
Advisors or affiliates of PIMCO Advisors.
(3)Number of portfolios advised by PIMCO Advisors or affiliates of PIMCO
Advisors.
(4)PIMCO Advisors Distributors LLC was formerly known as PIMCO Funds
Distributors LLC. The name change became effective on October 31, 2002.

The Emerging Markets Income Fund Inc and Global Partners
Income Fund Inc.

No remuneration was paid during the fiscal year ended August 31, 2002 by
either Fund to Messrs. Gerken and Treadway, who are Interested Persons of the
Funds. Mr. Gelb received $9,200 in aggregate compensation from The Emerging
Markets Income Fund Inc for the fiscal year ended August 31, 2002, and $8,500
in aggregate compensation from Global Partners Income Fund Inc. for the fiscal
year ended August 31, 2002. Mr. Gelb's total compensation from each Fund and
all other Funds advised by SBAM and it affiliates for the calendar year ended
December 31, 2001 (a total of ten directorships) was $51,700. Mr. Gelb is a
member of each Fund's Audit Committee and other committees of certain other
investment companies advised by PIMCO Advisors and/or SBAM and its affiliates,
and accordingly, the amounts provided include compensation for service on such
committees.

Biographical information about the Directors who are not standing for
election and executive officers of the Funds, and other information relating
to, among other things, compensation of these individuals, is set forth in the
Fund Exhibit beginning on page A-13 under the heading "B. Specific Fund
Information." Information about the dollar range of equity securities owned
beneficially by each Director is set forth in the Fund Exhibit on page A-15.

Required Vote

Directors are elected by a plurality of the votes cast by the holders of
shares of common stock of each Fund present or represented by proxy at the
Meetings 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 EACH FUND'S STOCKHOLDERS VOTE "FOR" THE NOMINEES FOR
DIRECTOR.

ADDITIONAL INFORMATION FOR ALL OF THE FUNDS

The information below pertains to all of the Funds.

Proposals to be Submitted by Stockholders

All proposals by stockholders of each Fund which are intended to be
presented at that Fund's next Annual Meeting of Stockholders to be held in 2003
must be received by that Fund for inclusion in that Fund's proxy statement and
proxy relating to that meeting no later than the date indicated for that Fund
in the table below. Any stockholder who desires to submit a proposal at that
Fund's 2003 Annual Meeting of Stockholders without including such proposal in
that Fund's proxy statement must deliver written notice thereof to the
Secretary of that Fund (at the address listed on page 3 of this Proxy
Statement) during the period indicated for that Fund in the table below.

Date by which Period during which
Proposal must be written notice must be
Name of Fund received received
------------ ---------------- ----------------------

The Emerging Markets Income September 12, 2003
Fund Inc...................... July 15, 2003 to October 12, 2003

The Emerging Markets Income June 21, 2003 to
Fund II Inc................... April 23, 2003 July 21, 2003

The Emerging Markets Floating March 22, 2003 to
Rate Fund Inc................. January 20, 2003 April 21, 2003

Global Partners Income Fund Inc. July 15, 2003 September 12, 2003
to October 12, 2003

Municipal Partners Fund Inc..... November 18, January 10, 2003 to
2002 February 10, 2003

Municipal Partners Fund II Inc.. May 21, 2003 July 25, 2003 to
August 24, 2003

Other Information

Each Fund's Annual Report containing financial statements for the fiscal
year-end listed in the Fund Exhibit on page A-4 for that Fund, and each Fund's
most recent Semi-Annual Report succeeding the Annual Report, if any, are
available free of charge by writing to that Fund c/o Salomon Brothers Asset
Management Inc at 399 Park Avenue, New York, New York, 10022, 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 equally by SBAM and PIMCO Advisors.
Neither the Fund nor its stockholders shall bear any proxy preparation or
solicitation expenses. Proxies may also be solicited personally by officers of
each Fund and by regular employees of SBAM, PIMCO Advisors or their affiliates,
or other representatives of each Fund, on behalf of that particular 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 whom they provide such services
for such out-of-pocket expenses.

Other Business

The Board of Directors of each Fund does not know of any other matter which
may come before the Meetings. If any other matter properly comes before the
Meetings, it is the intention of the persons named in the proxy to vote the
proxies in accordance with their judgment on that matter.

November 12, 2002

EXHIBIT A

FUND EXHIBIT

A. General Information.

The following information regarding each of the Funds identified below is
provided in connection with the Proposals in the combined Proxy Statement
relating to each Fund. Terms used herein and not otherwise defined have the
meanings given to them in the combined Proxy Statement.

1. COMPARATIVE FEE INFORMATION:

SBAM serves as an investment adviser, manager or sub-adviser to each Fund
and to the investment companies listed below which have similar investment
objectives to the Funds. For purposes of comparison of the information listed
below, The Emerging Markets Income Fund Inc, The Emerging Markets Income Fund
II Inc, The Emerging Markets Floating Rate Fund Inc., Global Partners Income
Fund Inc., Salomon Brothers High Income Fund Inc, Salomon Brothers High Income
Fund II Inc, Salomon Brothers Worldwide Income Fund Inc and Salomon Brothers
Institutional Emerging Markets Debt Fund have similar investment objectives,
and Municipal Partners Fund Inc. and Municipal Partners Fund II Inc. have
similar investment objectives.

Investment Advisory,
Management or Sub-
Advisory Fee Approximate net assets as of
(as a percentage of average September 30, 2002
Name of Fund weekly net assets) (in millions)
------------ --------------------------- ----------------------------

The Emerging Markets Income
Fund Inc.................... 0.70%/(1)/ $ 42

The Emerging Markets Income
Fund II Inc................. 0.70%/(2)/ $207

The Emerging Markets
Floating Rate Fund Inc...... 0.65%/(2)/ $ 37

Global Partners Income
Fund Inc.................... 0.65%/(2)/ $120

Salomon Brothers High
Income Fund Inc............. 0.70% $ 43

Salomon Brothers High
Income Fund II Inc.......... 1.00%/(4)/ $608

Salomon Brothers Institutional
Emerging Markets Debt
Fund........................ 0.70%/(3)/ $ 66

A-1

Salomon Brothers Worldwide
Income Fund Inc......... 0.90% $130

Municipal Partners
Fund Inc................ 0.36%/(2)(4)/ $ 89

Municipal Partners
Fund II Inc............. 0.36%/(2)(4)/ $ 91

--------
(1)Fee is paid by the Fund and includes compensation for administration
services.
(2)Fee is paid to SBAM by PIMCO Advisors out of its management fee and includes
compensation for administration services.
(3)SBAM has voluntarily agreed to limit the total expenses (including its
advisory fees) of the Fund (exclusive of taxes, interest and extraordinary
expenses, such as litigation and indemnification expenses) on an annualized
basis, to 0.75% of the Fund's average daily net assets.
(4)For purposes of calculating the fee, the liquidation value of any
outstanding preferred stock of the Fund is not deducted in determining the
Fund's average weekly net assets.

Fee Information under the New Investment Advisory and Administration Agreement:

Under the proposed New Investment Advisory and Administration Agreement,
SBAM will serve as investment manager to each Fund.

A-2

Total
Investment
Advisory,
Management
or Sub-
New Advisory Aggregate
Investment Fee under Amount of
Advisory and the Existing Fees paid to Amount that
Administration Agreements SBAM and SBAM Decrease in
Agreement Fee (as a PIMCO would have aggregate
(as a percentage Advisor's received had Fees paid
percentage of of average during the the proposed by Fund
average weekly weekly net last fiscal fees been in (as a
Name of Fund net assets) assets) year effect percentage)
------------ -------------- ------------ ------------ ------------ -----------

The Emerging
Markets Income
Fund Inc......... 1.05% 1.20%/(2)/ $ 617,216 $ 540,064 13%
The Emerging
Markets Income
Fund II Inc...... 1.05% 1.20%/(2)/ 3,178,344 2,781,051 13%
The Emerging
Markets Floating
Rate Fund Inc.... 1.05% 1.10%/(3)/ 535,482 511,142 5%
Global Partners
Income Fund
Inc.............. 1.05% 1.10%/(3)/ 1,634,460 1,560,166 5%
Municipal Partners
Fund Inc./(1)/... 0.55% 0.60%/(4)/ 743,941 681,964 8%
Municipal Partners
Fund II Inc./(1)/ 0.55% 0.60%/(4)/ 782,411 717,210 8%

--------
(1)For purposes of calculating the fee, the liquidation value of any
outstanding preferred stock of the Fund is not deducted in determining the
Fund's average weekly net assets.
(2)PIMCO Advisors remits a portion of its fee to SBAM at an annual rate of
0.70% of the Fund's average weekly net assets.
(3)PIMCO Advisors remits a portion of its fee to SBAM at an annual rate of
0.65% of the Fund's average weekly net assets.
(4)PIMCO Advisors remits a portion of its fee to SBAM at an annual rate of
0.36% of the Fund's average weekly net assets.

Payments to Affiliates of SBAM by the Fund

SBAM is an indirect, wholly-owned subsidiary of Citigroup Inc. SBAM is a
direct wholly-owned subsidiary of Salomon Brothers Holding Company Inc, which
in turn is a direct wholly-owned subsidiary of Salomon Smith Barney Holdings
Inc. Salomon Smith Barney Holdings Inc. is a direct wholly-owned subsidiary of
Citigroup Inc.

A-3

There have been no commissions paid to Affiliated Brokers, as defined in the
1940 Act, of SBAM during the last fiscal year.

2. INFORMATION PERTAINING TO THE MEETING:

The following table sets forth the issued and outstanding shares of capital
stock of each Fund as of the Record Date.

Number of Number of
Shares of Shares of
Common Preferred
Stock Stock
Issued and Issued and
Name of Fund Outstanding Outstanding
------------ ----------- -----------

The Emerging Markets Income Fund Inc........ 4,078,900 N/A
The Emerging Markets Income Fund II Inc..... 23,980,109 N/A
The Emerging Markets Floating Rate Fund Inc. 4,295,851 N/A
Global Partners Income Fund Inc............. 14,988,701 N/A
Municipal Partners Fund Inc................. 5,757,094 800
Municipal Partners Fund II Inc.............. 6,007,094 900

3. INFORMATION PERTAINING TO THE EXISTING PIMCO AGREEMENTS AND THE EXISTING
SBAM AGREEMENTS:

The following table provides information regarding the date of each of the
Existing Agreements (including the novations of the agreements reflecting the
date that PIMCO Advisors acquired responsibility under the agreements from one
of its affiliates), the date on which the respective Boards and stockholders of
each Fund last approved such agreements, and the fees paid to PIMCO Advisors
and/or SBAM, as applicable, pursuant to such agreements for each Fund's most
recently completed fiscal year.

Date of Date of Fees Paid Fees Paid
Agreement Last Last by Fund by PIMCO
Name of Fund Description Board Stockholder to PIMCO Advisors to
(and Fiscal Year-end) (and date) Approval* Approval Advisors/(1)/ SBAM
--------------------- ----------- --------- ----------- ------------ -----------

The Emerging Markets SBAM Management 12/3/01 2/1/02 N/A $257,173/(2)/
Income Fund Inc (8/31) Agreement (2/1/02)
PIMCO Investment 10/23/02 2/24/00 $360,043 N/A
Advisory Agreement
(5/5/00) and Novation
of PIMCO Investment
Advisory Agreement
(5/6/02)

A-4

The Emerging Markets PIMCO Management 10/23/02 2/24/00 $1,324,310/(1)/ N/A
Income Fund II Inc (8/31) Agreement (5/5/00)
and Novation of
PIMCO Management
Agreement (5/6/02)

SBAM Investment 10/23/02 2/24/00 N/A $1,854,034
Advisory and
Administration
Agreement (5/5/00)
and Novation of
SBAM Investment
Advisory and
Administration
Agreement (5/6/02)

The Emerging Markets PIMCO Management 10/23/02 2/24/00 $ 219,061/(1)/ N/A
Floating Rate Fund Inc. Agreement (5/5/00)
(2/28) and Novation of
PIMCO
Management
Agreement (5/6/02)

SBAM Investment 10/23/02 2/24/00 N/A $316,421
Advisory and
Administration
Agreement (5/5/00)
and Novation of
SBAM Investment
Advisory and
Administration
Agreement (5/6/02)

Global Partners Income PIMCO Management 10/23/02 2/24/00 $668,643/(1)/ N/A
Fund Inc. (8/31) Agreement (5/5/00)
and Novation of
PIMCO
Management
Agreement (5/6/02)

SBAM Investment 10/23/02 2/24/00 N/A $965,817
Advisory and
Administration
Agreement (5/5/00)
and Novation of
SBAM Investment
Advisory and
Administration
Agreement (5/6/02)

A-5

Municipal Partners PIMCO Management 10/23/02 2/24/00 $297,576/(1)/ N/A
Fund Inc. (12/31) Agreement (5/5/00)
and Novation of
PIMCO
Management
Agreement (5/6/02)

SBAM Investment 10/23/02 2/24/00 N/A $446,365
Advisory and
Administration
Agreement (5/5/00)
and Novation of
SBAM Investment
Advisory and
Administration
Agreement (5/6/02)

Municipal Partners Fund II PIMCO Management 10/23/02 2/24/00 $ 312,964/(1)/ N/A
Inc. (12/31) Agreement (5/5/00)
and Novation of
PIMCO
Management
Agreement (5/6/02)

SBAM Investment 10/23/02 2/24/00 N/A $469,447
Advisory and
Administration
Agreement (5/5/00)
and Novation of
SBAM Investment
Advisory and
Administration
Agreement (5/6/02)

--------
* Includes the date on which a majority of the Directors who are not
Interested Persons of such Fund, PIMCO Advisors or SBAM most recently
approved the agreement.
(1)Net of fees paid by PIMCO Advisors to SBAM which are shown in last column.
(2)Fees paid by Fund directly to SBAM.

4. INFORMATION PERTAINING TO EACH FUND'S DIRECTORS AND OFFICERS:

The following table provides information regarding the Directors and
officers of the Funds who currently are also directors, officers or employees
of PIMCO Advisors or SBAM.

A-6

Principal Occupation(s)
Position(s) During Past 5 Years,
Held with Length of Including Positions with
Name, Address and Age Fund/(1)/ Time Served PIMCO Advisors or SBAM
----------------------------- -------------- ----------- ------------------------------

R. Jay Gerken................. Director and Since Managing Director, Salomon
Salomon Smith Barney Inc. Co-Chairman 2002 Smith Barney Inc. ("SSB");
125 Broad Street formerly, portfolio manager
New York, NY 10004 Smith Barney Growth and
Age: 51 Income Fund (1994-2000) and
Smith Barney Allocation Series
Inc. (1996-2001).

Stephen J. Treadway........... Director and Since Managing Director of Allianz
PIMCO Advisors Co-Chairman 2000 Dresdner Asset Management of
Distributors LLC(2) America L.P. ("ADAMA")
2187 Atlantic Street (formerly, PIMCO
Stamford, CT 06902 Advisors L.P.); Managing
Age: 55 Director and Chief Executive
Officer of PIMCO Advisors
Distributors LLC(2) since May
1996; Managing Director and
Chief Executive Officer, PIMCO
Advisors.

Peter J. Wilby................ President Since Managing Director of SSB and
Salomon Smith Barney Inc. 2002 SBAM since January 1996.
399 Park Avenue
New York, NY 10022
Age: 43

Lewis E. Daidone.............. Executive Since Managing Director of SSB;
Salomon Smith Barney Inc. Vice President 2002 Chief Financial Officer of the
125 Broad Street, 11th Floor and Chief 1998-2002 Smith Barney Mutual Funds;
New York, NY 10004 Administrative Director and Senior Vice
Age: 44 Officer President of Smith Barney Fund
Executive Management LLC (SBFM) and
Vice President Travelers Investment Adviser,
and Treasurer Inc. (TIA).

Irving P. David............... Chief Since July Director of SSB
Salomon Smith Barney Inc. Financial 2002
125 Broad Street, 10th Floor Officer and May-July
New York, NY 10004 Treasurer 2002
Age: 41 Controller

James E. Craige*.............. Executive Since Managing Director of SSB and
Salomon Smith Barney Inc. Vice President 1999 SBAM since December 1998;
399 Park Avenue Director of SSB and SBAM
New York, NY 10022 since January 1998 and Vice
Age: 34 President of SSB and SBAM
from May 1992 to January 1998.

A-7

Thomas K. Flanagan*........... Executive Since Managing Director of SSB and
Salomon Smith Barney Inc. Vice 1994 SBAM since December 1998;
399 Park Avenue President Prior to December 1998, Director
New York, NY 10022 of SSB and SBAM.
Age: 49

Newton B. Schott, Jr.......... Executive Since Chief Administrative Officer,
PIMCO Advisors Vice 1997 Managing Director and General
Distributors LLC(2) President Counsel of PIMCO Advisors
2187 Atlantic Street Distributors LLC(2); Managing
Stamford, CT 06902 Director and Chief Legal Officer
Age: 60 of PIMCO Advisors.

Brian S. Shlissel............. Executive Since Senior Vice President of ADAMA
PIMCO Advisors Fund Vice 2002 since July 1999; Vice President of
Management LLC(3) President Mitchell Hutchins Asset
1345 Avenue of the Americas Management (1993-1999).
New York, NY 10105
Age: 37

Beth A. Semmel, CFA**......... Executive Since Managing Director of SBAM and
Salomon Smith Barney Inc. Vice 1998 SSB since December 1998;
399 Park Avenue President Director of SBAM and SSB since
New York, NY 10022 January 1996.
Age: 42

Robert E. Amodeo***........... Executive Since Managing Director of SBAM and
Salomon Smith Barney Inc. Vice 1999 SSB since December 2001;
399 Park Avenue President Director of SSB and SBAM since
New York, NY 10022 December 1998; Vice President of
Age: 37 SSB and SBAM from January
1996 to December 1998.

Frances M. Guggino............ Controller Since Vice President of Citigroup Asset
Salomon Smith Barney Inc. 2002 Management.
125 Broad Street, 10th Floor
New York, NY 10004
Age: 40

Christina T. Sydor............ Secretary Since Managing Director of SSB;
Salomon Smith Barney Inc. 1998 General Counsel and Secretary of
300 First Stamford Place SBFM and TIA.
Stamford, CT 06902
Age: 51

--------
* An officer of only The Emerging Markets Income Fund Inc, The Emerging
Markets Income Fund II Inc, The Emerging Markets Floating Rate Fund Inc.
and Global Partners Income Fund Inc.
** An officer of only Global Partners Income Fund Inc.
*** An officer of only Municipal Partners Fund Inc. and Municipal Partners Fund
II Inc.
(1) Each Fund's Board of Directors is divided into three classes: Class I,
Class II and Class III. The terms of office of the Class I, II and III
Directors expire at the Annual Meetings of Stockholders of each Fund in
consecutive years, or thereafter in each case when their respective
successors are duly elected and qualified. Each Fund's executive officers
are chosen each year at the first meeting of

A-8

each Fund's Board of Directors following their respective Annual Meeting of
Stockholders, to hold office until the meeting of each Fund's Board
following their next respective Annual Meeting of Stockholders and until
their successors are duly elected and qualified.
(2) PIMCO Advisors Distributors LLC was formerly known as PIMCO Funds
Distributors LLC. The name change became effective on October 31, 2002.
(3) PIMCO Advisors Fund Management LLC was formerly known as PIMCO Funds
Advisors LLC. The name change became effective on October 31, 2002.

A-9

5. INFORMATION PERTAINING TO CERTAIN STOCKHOLDERS:

The following table provides information regarding the number and percentage
of outstanding shares of common stock of each of The Emerging Markets Income
Fund Inc, The Emerging Markets Income Fund II Inc, The Emerging Markets
Floating Rate Fund Inc. and Global Partners Income Fund Inc. owned beneficially
by each Director and executive officer of the Funds, and all Directors and
executive officers of each Fund as a group, in each case as of September 30,
2002.

The Emerging The Emerging The Emerging
Markets Income Markets Income Markets Floating Global Partners
Fund Inc Fund II Inc Rate Fund Inc. Income Fund Inc.
-------------- -------------- ---------------- ----------------
Amount and Amount and Amount and Amount and
Nature of Nature of Nature of Nature of
Name and Address of Beneficial Beneficial Beneficial Beneficial
Each Beneficial Owner* Ownership/(2)/ Ownership/(2)/ Ownership/(2)/ Ownership/(2)/
---------------------- -------------- -------------- ---------------- ----------------

Jeswald W. Salacuse..................... 200 200 200 200
Leslie H. Gelb.......................... 100 0 100 100
Dr. Riordan Roett....................... 0 0 0 0
R. Jay Gerken........................... 500 500 500 500
Stephen J. Treadway..................... 0 0 0 0
Peter J. Wilby.......................... 0 0 0 0
Lewis E. Daidone........................ 0 0 0 0
Irving P. David......................... 0 0 0 0
James E. Craige......................... 0 0 2000 0
Thomas K. Flanagan...................... 0 0 0 0
Newton B. Schott, Jr.................... 0 0 0 0
Brian S. Shlissel....................... 0 0 0 0
Beth A. Semmel/(1)/..................... N/A N/A N/A 0
All Directors and Executive Officers (as
a group)............................... 800 700 2800 800

* The business address of the beneficial owners is listed on page A-7, A-8,
A-13 or in the Proxy Statement.
(1) An officer of only Global Partners Income Fund Inc.
(2) The holdings of no Director or executive officer, nor the Directors and
executive officers of the Fund as a group, represented more than 1% of the
outstanding shares of the Fund's common stock. Each Director and executive
officer has sole voting and investment power with respect to the listed
shares.

A-10

The following table provides information regarding the number and percentage
of outstanding shares of common stock of each of Municipal Partners Fund Inc.
and Municipal Partners Fund II Inc. owned beneficially by each Director and
executive officer of the Funds, and all Directors and executive officers of
each Fund as a group, in each case as of September 30, 2002.

Municipal Partners Municipal Partners
Fund Inc. Fund II Inc.
-------------------- --------------------
Amount and Amount and
Nature of Percent Nature of Percent
Name and Address of Beneficial of Class Beneficial of Class
Each Beneficial Owner* Ownership/(1)/ Owned Ownership/(1)/ Owned
---------------------- ------------- -------- ------------- --------

Jeswald W. Salacuse................. 300 0%/(2)/ 300 0%/(2)/
Leslie H. Gelb...................... 0 0% 0 0%
Dr. Riordan Roett................... 0 0% 0 0%
R. Jay Gerken....................... 500 0%/(2)/ 500 0%/(2)/
Stephen J. Treadway................. 0 0% 0 0%
Peter J. Wilby...................... 136,861 2.38% 265,089 4.41%
Lewis E. Daidone.................... 0 0% 0 0%
Irving P. David..................... 0 0% 0 0%
Robert E. Amodeo.................... 0 0% 0 0%
Newton B. Schott, Jr................ 0 0% 0 0%
Brian S. Shlissel................... 0 0% 0 0%
All Directors and Executive Officers
(as a group)...................... 137,661 2.39% 265,889 4.43%

* The business address of the beneficial owners is listed on page A-7, A-8,
A-13 or in the Proxy Statement.
(1)Each Director and executive officer has sole voting and investment power
with respect to the listed shares. No Director or executive officer held any
shares of preferred stock of Municipal Partners Fund Inc. or Municipal
Partners Fund II Inc.
(2)Percentage owned is less than 1%.

A-11

No person owned of record, or to the knowledge of the management of each
respective Fund, owned beneficially, more than 5% of that Fund's outstanding
shares as of November 4, 2002, except that Cede & Co., a nominee for
participants in Depository Trust Company, held of record as of that date the
number of shares of each Fund listed below:

Percentage of
total number of
Number of Shares Shares of Common
of Common Stock Stock of the Fund
of the Fund held Issued and
Name of Fund by Cede & Co. Outstanding
------------ ---------------- -----------------

The Emerging Markets Income Fund Inc.............. 3,940,429 96.61%
The Emerging Markets Income Fund II Inc........... 22,585,620 94.18%
The Emerging Markets Floating Rate Fund Inc....... 3,980,951 92.64%
Global Partners Income Fund Inc................... 13,918,476 91.99%
Municipal Partners Fund Inc....................... 5,296,197 92.56%
Municipal Partners Fund II Inc.................... 5,560,210 92.86%

6. INFORMATION WITH RESPECT TO SBAM

The names, titles and principal occupations of the current directors and
executive officers of SBAM are set forth in the following table.

Name Title and Principal Occupation
---- ------------------------------

Ross S. Margolies............. Member of the Board of Directors and
Managing Director
Peter J. Wilby................ Member of the Board of Directors and
Managing Director
Virgil H. Cumming............. Member of the Board of Directors
Wendy Murdock................. Member of the Board of Directors and
Managing Director of SSB
Michael Fred Rosenbaum........ Chief Legal Officer
Jeffrey S. Scott.............. Chief Compliance Officer

The business address of each of the directors and executive officers listed
above is 399 Park Avenue, New York, New York 10022.

A-12

B. Specific Fund Information.

1. INFORMATION PERTAINING TO THE ELECTION OF DIRECTORS:

The Emerging Markets Income Fund Inc

The following table provides information concerning the Directors of the
Fund who are not standing for election:

Number of
Portfolios
Advised by
SBAM,/(1)/
SBAM
and PIMCO
Advisors,/(2)/
and PIMCO
Advisors/(3)/
and Overseen Other
Position(s) Length Principal by Director Directorships
Held of Time Occupation(s) (including Held by
Name, Address and Age with Fund Served During Past 5 Years the Fund) Director
--------------------- ------------ ------- ----------------------- ------------- --------------

Class I Directors serving until the 2003 Annual Meeting of Stockholders

Non-Interested Directors
Dr. Riordan Roett.... Director and Since Professor and Director, 26/(1)/ The Latin
The Johns Hopkins Member of 1995 Latin American Studies 6/(2)/ America
University the Audit Program, Paul H. Nitze 0/(3)/ Equity Fund,
1740 Massachusetts Committee School of Advanced Inc.
Ave. NW International Studies,
Washington, DC The Johns Hopkins
20036 University.
Age: 63
Jeswald W. Salacuse.. Director and Since Henry J. Braker 26/(1)/ Director of
Tufts University Member of 1992 Professor of 6/(2)/ two
The Fletcher School the Audit Commercial Law and 1/(3)/ registered
of Law & Diplomacy Committee formerly Dean, The investment
Packard Avenue Fletcher School of Law companies
Medford, MA 02155 & Diplomacy, Tufts advised by
Age: 64 University. Advantage
Advisers, Inc.

A-13

Class II Director serving until the 2004 Annual Meeting of Stockholders

Interested Director
Stephen J. Treadway*** Director and Since Managing Director of 0/(1)/ None
PIMCO Advisors Co-Chairman 2000 Allianz Dresdner Asset 6/(2)/
Distributors LLC(4) Management of 56/(3)/
2187 Atlantic Street America L.P.
Stamford, CT 06902 ("ADAMA")
Age: 55 (formerly, PIMCO
Advisors L.P.);
Managing Director and
Chief Executive
Officer of PIMCO
Advisors Distributors
LLC/(4)/ since May
1996; Managing
Director and Chief
Executive Officer,
PIMCO Advisors.

--------
***Mr. Treadway is an Interested Person as defined in the 1940 Act because he
is a director and/or officer of PIMCO Advisors, the Fund's investment
manager.
(1)Number of portfolios advised by SBAM or affiliates of SBAM.
(2)Number of portfolios advised by SBAM or affiliates of SBAM and PIMCO
Advisors or affiliates of PIMCO Advisors.
(3)Number of portfolios advised by PIMCO Advisors or affiliates of PIMCO
Advisors.
(4)PIMCO Advisors Distributors LLC was formerly known as PIMCO Funds
Distributors LLC. The name change became effective on October 31, 2002.

A-14

Global Partners Income Fund Inc.

The following table provides information concerning the Directors of the
Fund who are not standing for election:

Number of
Portfolios
Advised by
SBAM,/(1)/
SBAM
and PIMCO
Advisors,/(2)/
and PIMCO
Advisors/(3)/
and Overseen Other
Position(s) Length Principal by Director Directorships
Held of Time Occupation(s) (including Held by
Name, Address and Age with Fund Served During Past 5 Years the Fund) Director
--------------------- ----------- ------- ----------------------- ------------- --------------

Non-Interested Directors

Class I Director serving until the 2004 Annual Meeting of Stockholders
Dr. Riordan Roett..... Director Since Professor and Director, 26/(1)/ The Latin
The Johns Hopkins and 1995 Latin American Studies 6/(2)/ America
University Member Program, Paul H. Nitze 0/(3)/ Equity Fund,
1740 Massachusetts of the School of Advanced Inc.
Ave. NW Audit International Studies,
Washington, DC 20036 Committee The Johns Hopkins
Age: 63 University.

Class III Director serving until the 2003 Annual Meeting of Stockholders
Jeswald W. Salacuse... Director Since Henry J. Braker 26/(1)/ Director of
Tufts University and 1992 Professor of Commercial 6/(2)/ two
The Fletcher School Member Law and formerly Dean, 1/(3)/ registered
of Law & Diplomacy of the The Fletcher School of investment
Packard Avenue Audit Law & Diplomacy, Tufts companies
Medford, MA 02155 Committee University. advised by
Age: 64 Advantage
Advisers, Inc.

The Emerging Markets Income Fund Inc and Global Partners Income Fund Inc.

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, 2001:

Aggregate Dollar
Dollar Range of Dollar Range of Range of Equity
Equity Equity Securities in All
Securities in Securities in Funds Overseen
The Emerging Global by Director/
Markets Income Partners Income Nominee and
Name of Director/Nominee Fund Inc Fund Inc. Advised by SBAM
------------------------ --------------- --------------- -----------------

Non-Interested Directors/Nominees
Leslie H. Gelb.......................... $1-$10,000 $1-$10,000 $10,001-$50,000
Dr.Riordan Roett........................ None None None
Jeswald W. Salacuse..................... $1-$10,000 $1-$10,000 $10,001-$50,000

Interested Directors/Nominees
*R. Jay Gerken.......................... None None over $100,000
*Stephen J. Treadway.................... None None None

--------
* Messrs. Gerken and Treadway are Interested Persons as defined in the 1940 Act.

A-15

No Director or nominee for election as Director who is not an Interested
Person of each Fund as defined in the 1940 Act, nor any immediate family member
of such persons, had any interest in SBAM, each Fund's investment adviser, or
PIMCO Advisors, each Fund's investment manager, or any person or entity (other
than the Fund) directly or indirectly controlling, controlled by, or under
common control with SBAM and/or PIMCO Advisors as of November 4, 2002.

Responsibilities of the Board of Directors

The Board of Directors is responsible for ensuring that each Fund is managed
in the best interest of its stockholders. The Directors oversee each Fund's
business by, among other things, meeting with each Fund's management and
evaluating the performance of each Fund's service providers including the
manager and/or adviser, the custodian, the transfer agent and the
administrator. As part of this process, the Directors consult with each Fund's
independent auditors and with their own separate independent counsel.

The Board of Directors of each Fund has four regularly scheduled meetings
each year and additional meetings are scheduled as needed. In addition, the
Board of each Fund has an audit committee which meets periodically during the
year and whose responsibilities are described below.

The Directors regularly review each Fund's financial statements, performance
and market price as well as the quality of the services being provided to each
Fund. As part of this process, the Directors review each Fund's fees and
expenses to determine if they are reasonable and competitive in light of the
services being received and while also ensuring that each Fund continues to
have access to high quality services in the future. Based on these reviews, the
Directors of each Fund periodically make suggestions to their respective Fund's
management and monitor to ensure that responsive action is taken. The Directors
of each Fund also monitor potential conflicts of interest among each Fund,
their respective manager and/or adviser and their affiliates and other funds
and clients managed by the manager and/or adviser to ensure that each Fund is
managed in a manner which is in the best interest of each Fund's stockholders.

Each Fund's executive officers are chosen each year at the meeting of the
Board of Directors of that 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 respective successors are duly
elected and qualified. In the event that the Transactions contemplated by the
Purchase Agreement between PIMCO Advisors and SBAM described in Proposal 1
above are consummated, in addition to Mr. Treadway's resignation, Mr. Schott
and Mr. Shlissel, each of whom is affiliated with PIMCO Advisors, have agreed
to resign their respective positions as officers of the Funds. The executive
officers of

A-16

both The Emerging Markets Income Fund Inc and Global Partners Income Fund Inc.
are listed in the section labeled "Information Pertaining to each Fund's
Directors and Officers" in part "A. General Information" of this Fund Exhibit
on pages A-6.

Each Fund's Audit Committee is composed of all of the Directors who are not
Interested Persons of that Fund, its manager and/or adviser or their affiliates
within the meaning of the 1940 Act, and who are "independent" as defined in the
New York Stock Exchange listing standards. Each Fund's Audit Committee is
composed of Messrs. Gelb and Salacuse and Dr. Roett. The principal functions of
each Fund's Audit Committee are: (i) to recommend to the Board the appointment
of that Fund's independent auditors; (ii) to review with the independent
auditors the scope and anticipated cost of their audit; and (iii) to receive
and consider a report from the independent auditors concerning their conduct of
the audit, including any comments or recommendations they might want to make in
that connection. The Audit Committee of each Fund met two times during the
fiscal year ended August 31, 2002. Neither Fund has a nominating or
compensation committee. Each Fund adopted an Audit Committee Charter at a
meeting held on May 23, 2000.

Report of the Audit Committee

In connection with a meeting of the Audit Committee of each Fund held on
October 23, 2002, the Audit Committee of each Fund reports with respect to its
Fund that it has: (i) reviewed and discussed each Fund's audited financial
statements with management; (ii) discussed with PricewaterhouseCoopers LLP
("PwC"), the independent auditors to each Fund, 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 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. Based on the
review and discussions referred to in items (i) through (iii) above, the Audit
Committee recommended to the Board of Directors of each Fund that the audited
financial statements be included in each Fund's annual report for each Fund's
fiscal year ended August 31, 2002.

Additional Matters

During the fiscal year ended August 31, 2002, the Board of Directors of each
Fund held four regular meetings. The Board of Directors of The Emerging Markets
Income Fund Inc held one special and two special telephonic meetings. The Board
of Directors of Global Partners Income Fund Inc. held one special telephonic
meeting. Each Director, with the exception of Mr. Gelb in the case of Global
Partners Income Fund Inc., attended at least 75% of the aggregate number of
meetings of the Board of each Fund and the committee of each Fund for which he
was eligible.

A-17

A representative of PwC will be available by telephone at the Meetings to
answer appropriate questions and will have an opportunity to make a statement
if he or she chooses to do so.

Under the federal securities laws, each Fund is required to provide to
stockholders in connection with the Meetings information regarding compensation
paid to the Directors by each Fund, as well as by the various other investment
companies advised by PIMCO Advisors and/or SBAM. This information with respect
to those Directors who are standing for election is provided in the Proxy
Statement. The following table provides information concerning the compensation
paid from each Fund to each Director who is not standing for election during
the fiscal year ended August 31, 2002 and the total compensation paid to each
Director who is not standing for election during the calendar year ended
December 31, 2001. In addition to Mr. Gelb, each of the Directors listed below
is a member of each Fund's Audit Committee and other committees of certain
other investment companies advised by PIMCO Advisors and/or SBAM and its
affiliates, and accordingly, the amounts provided in the table include
compensation for service on such committees. Neither Fund provides any pension
or retirement benefits to Directors.

Total Compensation
Aggregate from the Fund and
Aggregate Compensation Compensation from Other Funds
from The Emerging Global Partners Advised by SBAM
Markets Income Fund Income Fund Inc. and its Affiliates for
Inc for the Fiscal Year for the Fiscal Year the Calendar Year
Name of Directors Ended 8/31/02 Ended 8/31/02 Ended 12/31/01
----------------- ----------------------- ------------------- ----------------------
Directorships(A)

Dr. Riordan Roett... $9,200 $8,500 $83,600(10)
Jeswald W. Salacuse* $9,200 $8,500 $83,600(10)

--------
(A)The numbers in parentheses indicate the applicable number of investment
company directorships held by that Director.
* Mr. Salacuse also was paid $8,150 during the calendar year ended December
31, 2001 for his services as director of Municipal Advantage Fund Inc.,
which is managed by PIMCO Advisors.

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 capital stock, PIMCO Advisors, SBAM, and
their respective directors and officers, to file reports of beneficial
ownership and changes in beneficial ownership with the Securities and Exchange
Commission ("SEC") and the New York Stock Exchange, Inc. Such persons are
required by SEC regulations to furnish the Fund with copies of all such filings.

A-18

The Emerging Markets Income Fund Inc

Based solely on its review of the copies of such filings received by it and
certain other information received by it, the Fund believes that, for the
fiscal year ended August 31, 2002, all filing requirements applicable to such
persons were complied with except that timely Form 3 filings may not have been
made by Anthony Pace, William Arnold, Virgil Cumming, Mark Kleinman, Ross
Margolies, Wendy Murdock, and Jeffrey Scott. However, during the Fund's fiscal
year ended August 31, 2002, no purchases and sales were made by any of the
foregoing people and, with the exception of Anthony Pace, who is no longer
employed by SBAM, they have each subsequently filed Forms 3.

Global Partners Income Fund Inc.

Based solely on its review of the copies of such filings received by it and
certain other information received by it, the Fund believes that, for the
fiscal year ended August 31, 2002, all filing requirements applicable to such
persons were complied with except that timely Form 3 filings may not have been
made by Thomas Flanagan, Anthony Pace, Beth Semmel, William Arnold, Virgil
Cumming, Mark Kleinman, Ross Margolies, Wendy Murdock, and Jeffrey Scott.
However, during the Fund's fiscal year ended August 31, 2002, no purchases and
sales were made by any of the foregoing people and, with the exception of
Anthony Pace, who is no longer employed by SBAM, they have each subsequently
filed Forms 3.

Fees Paid to Independent Accountants

Audit Fees. The fees for the annual audit of each Fund's financial
statements by PwC for the fiscal year ended August 31, 2002 were $53,000 for
The Emerging Markets Income Fund Inc and $53,000 for Global Partners Income
Fund Inc.

Financial Information Systems Design and Implementation Fees. There were no
fees billed for financial information systems design and implementation
services rendered by PwC to each Fund, SBAM, PIMCO Advisors or entities
controlled by or affiliated with SBAM or PIMCO Advisors that provide services
to each Fund for the fiscal year ended August 31, 2002.

All Other Fees. The aggregate fees billed for all other non-audit services,
including fees for tax-related services, rendered by PwC to each Fund, SBAM,
PIMCO Advisors and entities controlled by or affiliated with SBAM and/or PIMCO
Advisors that provide services to each Fund for the fiscal year ended August
31, 2002 were $17,750 for The Emerging Markets Income Fund Inc and $17,250 for
Global Partners Income Fund Inc. Each Fund's Audit Committee has determined
that provision of these non-audit services is compatible with maintaining the
independence of PwC.

A-19

EXHIBIT B

FORM OF INVESTMENT ADVISORY AND ADMINISTRATION AGREEMENT

[THE EMERGING MARKETS INCOME FUND INC/
THE EMERGING MARKETS INCOME FUND II INC/
THE EMERGING MARKETS FLOATING RATE FUND INC./
GLOBAL PARTNERS INCOME FUND INC./
MUNICIPAL PARTNERS FUND INC./
MUNICIPAL PARTNERS FUND II INC.]

[ ], 2002

Salomon Brothers Asset Management Inc
388 Greenwich Street,
New York, New York 10013

Dear Sirs:

This will confirm the agreement between the undersigned (the "Fund") and you
(the "Investment Manager") as follows:

1. The Fund is a closed-end, [diversified][non-diversified] management
investment company registered under the Investment Company Act of 1940, as
amended (the "1940 Act"). The Fund engages in the business of investing and
reinvesting its assets in the manner and in accordance with the investment
objectives and limitations specified in the Fund's Articles of Incorporation,
as amended from time to time (the "Articles"), in the Registration Statement on
Form N-2, as in effect from time to time (the "Registration Statement"), filed
with the Securities and Exchange Commission (the "SEC") by the Fund under the
1940 Act and the Securities Act of 1933, as amended, and in such manner and to
such extent as may from time to time be authorized by the Board of Directors of
the Fund. Copies of the documents referred to in the preceding sentence have
been furnished to the Investment Manager. Any amendments to these documents
shall be furnished to the Investment Manager.

2. The Fund employs the Investment Manager to (a) make investment strategy
decisions for the Fund, and supervise the Fund's investment program, including
advising and consulting with the Fund's Board of Directors regarding the Fund's
overall investment strategy, (b) manage the investing and reinvesting of the
Fund's assets as specified in paragraph 1, (c) place purchase and sale orders
on behalf of the Fund, (d) provide continuous supervision of the Fund's
investment portfolio, (e) provide or procure the provision of research and
statistical data in relation to investing and other matters within the scope of
the investment objectives

B-1

and limitations of the Fund, including access on a continuous basis to
economic, financial and political information, research and assistance, [(f)
provide information with respect to emerging trends and developments in the
international community with particular emphasis on opportunities for emerging
market country entities, (g) provide information with respect to international
political, financial and social developments, particularly those relating to
emerging market countries, [for each of The Emerging Markets Income Fund Inc,
The Emerging Markets Income Fund II Inc, The Emerging Markets Floating Rate
Fund Inc. and Global Partners Income Fund Inc. (the "Emerging Markets Funds")]]
and [(f)] advise the Fund with respect to all matters relating to the Fund's
use of leveraging techniques, including the extent and timing of the Fund's use
of such techniques. The Investment Manager shall have the sole ultimate
discretion over investment decisions for the Fund. At the Investment Manager's
own expense and subject to its supervision, the Investment Manager may delegate
the performance of all or a part of its services under this agreement to others.

3. (a) The Investment Manager shall, at its expense, (i) provide the Fund
and itself with office space, office facilities and personnel reasonably
necessary for performance of the following services to be provided by the
Investment Manager pursuant to this agreement: (A) SEC compliance, including
record keeping, reporting requirements and preparation of registration
statements and proxies; (B) supervision of Fund operations, including
coordination of functions of the transfer agent, custodian, accountants,
counsel and other parties performing services or operational functions for the
Fund; (C) administrative and clerical services, including accounting services,
development of new shareholder services and maintenance of books and records;
and (D) services to Fund shareholders, including responding to shareholder
inquiries and maintaining a flow of information to shareholders, and (ii)
provide the Fund with persons satisfactory to the Fund's Board of Directors to
serve as officers and employees of the Fund.

(b) Except as provided in subparagraph (a), the Fund shall be responsible
for all of the Fund's expenses and liabilities, including organizational and
offering expenses (which include out-of-pocket expenses, but not overhead or
employee costs of the Investment Manager); expenses for legal, accounting and
auditing services; taxes and governmental fees; dues and expenses incurred in
connection with membership in investment company organizations; fees and
expenses incurred in connection with listing the Fund's shares on any stock
exchange; expenses of leverage; costs of printing and distributing shareholder
reports, proxy materials, prospectuses, stock certificates and distribution of
dividends; charges of the Fund's custodians and sub-custodians, administrators
and sub-administrators, registrars, transfer agents, dividend disbursing agents
and dividend reinvestment plan agents; payment for portfolio pricing services
to a pricing agent, if any; fees of the SEC; expenses of registering or
qualifying securities of the Fund for sale in the various states; freight and
other charges in connection with the shipment of the Fund's

B-2

portfolio securities; fees and expenses of non-interested directors; travel
expenses or an appropriate portion thereof of directors and officers of the
Fund who are directors, officers or employees of the Investment Manager to the
extent that such expenses relate to attendance at meetings of the Board of
Directors or any committee thereof; salaries of shareholder relations
personnel; costs of shareholders meetings; [the fees of any rating agencies
retained to rate any preferred stock or debt securities issued by the fund];
insurance; interest; brokerage costs; litigation and other extraordinary or
non-recurring expenses.

4. As manager of the Fund's assets, the Investment Manager shall make
investments for the Fund's account in accordance with the investment objectives
and limitations set forth in the Articles, the Registration Statement, the 1940
Act, the provisions of the Internal Revenue Code of 1986, as amended relating
to regulated investment companies, and policy decisions adopted by the Fund's
Board of Directors from time to time. The Investment Manager shall advise the
Fund's officers and Board of Directors, at such times as the Fund's Board of
Directors may specify, of investments made for the Fund's account and shall,
when requested by the Fund's officers or Board of Directors, supply the reasons
for making such investments.

5. The Investment Manager may contract with or consult with such banks,
other securities firms, brokers or other parties, without additional expense to
the Fund, as it may deem appropriate regarding investment advice, research and
statistical data, clerical assistance, accounting services or otherwise.

6. The Investment Manager is authorized on behalf of the Fund, from time to
time when deemed to be in the best interests of the Fund and to the extent
permitted by applicable law, to purchase and/or sell securities in which the
Investment Manager or any of its affiliates underwrites, deals in and/or makes
a market and/or may perform or seek to perform investment banking services for
issuers of such securities. The Investment Manager is further authorized, to
the extent permitted by applicable law, to select brokers for the execution of
trades for the Fund, which broker may be an affiliate of the Investment Manager.

7. The Investment Manager is authorized, for the purchase and sale of the
Fund's portfolio securities, to employ such dealers and brokers as may, in the
judgment of the Investment Manager, implement the policy of the Fund to obtain
the best net results taking into account such factors as price, including
dealer spread, the size, type and difficulty of the transaction involved, the
firm's general execution and operational facilities and the firm's risk in
positioning the securities involved. Consistent with this policy, the
Investment Manager is authorized to direct the execution of the Fund's
portfolio transactions to dealers and brokers

B-3

furnishing statistical information or research deemed by the Investment Manager
to be useful or valuable to the performance of its investment advisory
functions for the Fund. Information so received will be in addition to and not
in lieu of the services required to be performed by the Investment Manager. It
is understood that the expenses of the Investment Manager will not necessarily
be reduced as a result of the receipt of such information or research.

8. In consideration of the services to be rendered by the Investment Manager
under this agreement, the Fund shall pay the Investment Manager a monthly fee
in United States dollars on the first business day of each month for the
previous month at an annual rate of [1.05% [for each of the Emerging Markets
Funds]][0.55% [for each of Municipal Partners Fund Inc. and Municipal Partners
Fund II Inc. (the "Municipal Funds")]] of the value of the Fund's average
weekly net assets [including the proceeds of any outstanding borrowings used
for leverage [for each of the Municipal Funds]]. If the fee payable to the
Investment Manager pursuant to this paragraph 8 begins to accrue before the end
of any month or if this agreement terminates before the end of any month, the
fee for the period from such date to the end of such month or from the
beginning of such month to the date of termination, as the case may be, shall
be prorated according to the proportion which such period bears to the full
month in which such effectiveness or termination occurs. For purposes of
calculating each such monthly fee, the value of the Fund's net assets shall be
computed at the time and in the manner specified in the Registration Statement.

9. The Investment Manager shall exercise its best judgment in rendering the
services in accordance with the terms of this agreement. The Investment Manager
shall not be liable for any error of judgment or mistake of law or for any act
or omission or any loss suffered by the Fund in connection with the matters to
which this agreement relates, provided that nothing herein shall be deemed to
protect or purport to protect the Investment Manager against any liability to
the Fund or its stockholders to which the Investment Manager would otherwise be
subject by reason of willful misfeasance, bad faith or gross negligence on its
part in the performance of its duties or from reckless disregard by it of its
obligations and duties under this agreement ("disabling conduct"). The Fund
will indemnify the Investment Manager against, and hold it harmless from, any
and all losses, claims, damages, liabilities or expenses (including reasonable
counsel fees and expenses) including any amounts paid in satisfaction of
judgments, in compromise or as fines or penalties, not resulting from disabling
conduct by the Investment Manager. Indemnification shall be made only
following: (i) a final decision on the merits by a court or other body before
which the proceeding was brought that the Investment Manager was not liable by
reason of disabling conduct, or (ii) in the absence of such a decision, a
reasonable determination, based upon a review of the facts, that the Investment
Manager was not liable by reason of disabling conduct by (a) the vote of a
majority of a quorum of directors of the Fund who are neither "interested
persons" of the Fund nor parties to the proceeding ("disinterested non-party

B-4

directors"), or (b) an independent legal counsel in a written opinion. The
Investment Manager shall be entitled to advances from the Fund for payment of
the reasonable expenses incurred by it in connection with the matter as to
which it is seeking indemnification in the manner and to the fullest extent
permissible under law. The Investment Manager shall provide to the Fund a
written affirmation of its good faith belief that the standard of conduct
necessary for indemnification by the Fund has been met and a written
undertaking to repay any such advance if it should ultimately be determined
that the standard of conduct has not been met. In addition, at least one of the
following additional conditions shall be met: (a) the Investment Manager shall
provide security in form and amount acceptable to the Fund for its undertaking;
(b) the Fund is insured against losses arising by reason of the advance; or (c)
a majority of a quorum of disinterested non-party directors, or independent
legal counsel, in a written opinion, shall have determined, based on a review
of facts readily available to the Fund at the time the advance is proposed to
be made, that there is reason to believe that the Investment Manager will
ultimately be found to be entitled to indemnification.

10. This agreement shall continue in effect until two years from the date
hereof and thereafter for successive annual periods, provided that such
continuance is specifically approved at least annually (a) by the vote of a
majority of the Fund's outstanding voting securities (as defined in the 1940
Act) or by the Fund's Board of Directors and (b) by the vote, cast in person at
a meeting called for the purpose, of a majority of the Fund's directors who are
not parties to this agreement or "interested persons" (as defined in the 1940
Act) of any such party. This agreement may be terminated at any time, without
the payment of any penalty, by a vote of a majority of the Fund's outstanding
voting securities (as defined in the 1940 Act) or by a vote of a majority of
the Fund's entire Board of Directors on 60 days' written notice to the
Investment Manager or by the Investment Manager on 60 days' written notice to
the Fund. This agreement shall terminate automatically in the event of its
assignment (as defined in the 1940 Act).

11. Except to the extent necessary to perform the Investment Manager's
obligations under this agreement, nothing herein shall be deemed to limit or
restrict the right of the Investment Manager, or any affiliate of the
Investment Manager, or any employee of the Investment Manager, to engage in any
other business or to devote time and attention to the management or other
aspects of any other business, whether of a similar or dissimilar nature, or to
render services of any kind to any other corporation, firm, individual or
association.

12. This agreement shall be governed by the laws of the State of New York.

13. All notices hereunder shall be in writing and shall be delivered in
person or by telex or facsimile (followed by delivery in person to the parties
at the addresses set forth below).

B-5

If to the Fund:

[The Emerging Markets Income Fund Inc/
The Emerging Markets Income Fund II Inc/
The Emerging Markets Floating Rate Fund Inc./
Global Partners Income Fund Inc./
Municipal Partners Fund Inc./
Municipal Partners Fund II Inc.]
c/o Salomon Brothers Asset Management Inc
125 Broad Street,
New York, New York 10004
Attention: President

If to the Investment Manager:

Salomon Brothers Asset Management Inc
399 Park Avenue,
New York, New York 10022
Attention: President

or such other name or address as may be given in writing to the other party.

Unless specifically provided elsewhere, notice given as provided above shall
be deemed to have been given, if by personal delivery, on the day of such
delivery, and if by telex or facsimile and mail, on the date on which such
telex or facsimile is sent.

14. This agreement constitutes the entire agreement among the parties hereto.

15. This agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.

B-6

If the foregoing correctly sets forth the agreement between the Fund and the
Investment Manager, please so indicate by signing and returning to the Fund the
enclosed copy hereof.

Very truly yours,

[THE EMERGING MARKETS INCOME FUND INC /
THE EMERGING MARKETS INCOME FUND II INC /
THE EMERGING MARKETS FLOATING RATE FUND INC./
GLOBAL PARTNERS INCOME FUND INC. /
MUNICIPAL PARTNERS FUND INC. /
MUNICIPAL PARTNERS FUND II INC.]

By:
---------------------------
Name:
Title:

ACCEPTED:

SALOMON BROTHERS ASSET MANAGEMENT INC

By:
----------------------
Name:
Title:

B-7

COMMON STOCK COMMON STOCK

MUNICIPAL PARTNERS FUND II INC.

PROXY SOLICITED ON BEHALF OF THE DIRECTORS

SPECIAL JOINT MEETING OF STOCKHOLDERS--DECEMBER 11, 2002

The undersigned hereby appoints R. Jay Gerken, Christina T. Sydor, Robert A.
Vegliante and Robert M. Nelson, and each of them, attorneys and proxies for the
undersigned, with full power of substitution and revocation to represent the
undersigned and to vote on behalf of the undersigned all shares of Common Stock
of Municipal Partners Fund II Inc. (the "Fund") which the undersigned is
entitled to vote at the Special Joint Meeting of Stockholders of the Fund to be
held at Citigroup Center, 153 East 53rd Street, 14th Floor, Conference Room K,
New York, New York on Wednesday, December 11, 2002, at 3 p.m., and at any
adjournments thereof. The undersigned hereby acknowledges receipt of the Notice
of Annual and Special Joint Meetings of Stockholders 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 Proposal 1.

Please refer to the Proxy Statement for a discussion of the Proposal.

------------- -------------
SEE REVERSE CONTINUED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
------------- -------------

[X] Please mark
votes as in
this example.

FOR AGAINST ABSTAIN
1. Approval of New Investment Advisory and Administration Agreement between Salomon Brothers [ ] [ ] [ ]
Asset Management Inc and the Fund.

3. Any other business that may properly come before the Meeting.

4. I will be attending the Meeting. [ ]

Please Complete, Sign and Date hereon and Mail in Accompanying Postpaid
Envelope.

Note: Please sign this proxy exactly 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.

If Jointly Held
Signature: ____________________________________ Date: ____________ Signature: ___________________________ Date: _____________

PREFERRED STOCK PREFERRED STOCK

MUNICIPAL PARTNERS FUND II INC.

PROXY SOLICITED ON BEHALF OF THE DIRECTORS

SPECIAL JOINT MEETING OF STOCKHOLDERS--DECEMBER 11, 2002

The undersigned hereby appoints R. Jay Gerken, Christina T. Sydor, Robert A.
Vegliante and Robert M. Nelson, and each of them, attorneys and proxies for the
undersigned, with full power of substitution and revocation to represent the
undersigned and to vote on behalf of the undersigned all shares of Preferred
Stock of Municipal Partners Fund II Inc. (the "Fund") which the undersigned is
entitled to vote at the Special Joint Meeting of Stockholders of the Fund to be
held at Citigroup Center, 153 East 53rd Street, 14th Floor, Conference Room K,
New York, New York on Wednesday, December 11, 2002, at 3 p.m., and at any
adjournments thereof. The undersigned hereby acknowledges receipt of the Notice
of Annual and Special Joint Meetings of Stockholders 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 Proposal 1.

Please refer to the Proxy Statement for a discussion of the Proposal.

------------- -------------
SEE REVERSE CONTINUED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
------------- -------------

[X] Please mark
votes as in
this example.

FOR AGAINST ABSTAIN
1. Approval of New Investment Advisory and Administration Agreement between Salomon Brothers [ ] [ ] [ ]
Asset Management Inc and the Fund.

3. Any other business that may properly come before the Meeting.

4. I will be attending the Meeting. [ ]

Please Complete, Sign and Date hereon and Mail in Accompanying Postpaid
Envelope.

If Jointly Held
Signature: ____________________________________ Date: ____________ Signature: ___________________________ Date: _____________