DEF 14A 1 file001.htm DEFINITIVE PROXY



Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant                     [X]
Filed by a party other than the Registrant  [ ]

Check the appropriate box:

[ ]  Preliminary proxy statement
[X]  Definitive proxy statement
[ ]  Definitive additional materials
[ ]  Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

Salomon Brothers Inflation Management Fund Inc.
(Name of Registrant as Specified in its Charter)

William J. Renahan
Name of Person Filing Proxy Statement

Payment of Filing Fee (Check appropriate box):

[X]      No fee required
[ ]      Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1)      Title of each class of securities to which the transaction applies:

(2)      Aggregate number of securities to which transactions applies:

(3)      Per unit price or other underlying value of transaction computed pursuant to Exchange
         Act Rule 0-11:1

(4)       Proposed maximum aggregate value of transaction:


[ ]      Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
         and identify the filing for which the offsetting fee was paid previously. Identify the
         previous filing by registration statement number, or the form or schedule and the date of
         its filing.

(1)      Amount previously paid:

(2)      Form, schedule or registration statement no.:

(3)      Filing party:



                SALOMON BROTHERS INFLATION MANAGEMENT FUND INC.
                  125 BROAD STREET, NEW YORK, NEW YORK 10004




                   NOTICE OF ANNUAL MEETING OF STOCKHOLDERS



                                                               January 31, 2005



To the Stockholders:


     The Annual Meeting of Stockholders (the "Meeting") of Salomon Brothers
Inflation Management Fund Inc. (the "Fund") will be held at Citigroup Center,
153 East 53rd Street, 14th Floor Conference Center, New York, New York, on
Monday, February 28, 2005 at 3:30 p.m., New York time, for the purposes of
considering and voting upon the following:

     1.   The election of Directors (Proposal 1); and

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

     The close of business on December 28, 2004 has been fixed as the record
date for the determination of stockholders entitled to notice of and to vote at
the Meeting.



                                      By Order of the Board of Directors,



                                      Robert I. Frenkel
                                      Secretary


--------------------------------------------------------------------------------

      TO AVOID UNNECESSARY EXPENSE OF FURTHER SOLICITATION, WE URGE YOU TO
  INDICATE VOTING INSTRUCTIONS ON THE ENCLOSED PROXY, DATE AND SIGN IT AND
  RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED, NO MATTER HOW LARGE OR HOW
  SMALL YOUR HOLDINGS MAY BE.

--------------------------------------------------------------------------------



                     INSTRUCTIONS FOR SIGNING PROXY CARDS

     The following general rules for signing proxy cards may be of assistance
to you and avoid the time and expense to the Fund involved in validating your
vote if you fail to sign your proxy card properly.

     1.   Individual Accounts: Sign your name exactly as it appears in the
          registration on the proxy card.

     2.   Joint Accounts: Either party may sign, but the name of the party
          signing should conform exactly to a name shown in the registration.

     3.   All Other Accounts: The capacity of the individual signing the proxy
          card should be indicated unless it is reflected in the form of
          registration. For example:







                            REGISTRATION                                         VALID SIGNATURE
                            ------------                                         ---------------

   CORPORATE ACCOUNTS
   ------------------
   (1) ABC Corp. ...................................................   ABC Corp. (by John Doe, Treasurer)
   (2) ABC Corp. ...................................................   John Doe, Treasurer
   (3) ABC Corp., c/o John Doe, Treasurer ..........................   John Doe
   (4) ABC Corp. Profit Sharing Plan ...............................   John Doe, Trustee

   TRUST ACCOUNTS
   --------------
   (1) ABC Trust ...................................................   Jane B. Doe, Trustee
   (2) Jane B. Doe, Trustee, u/t/d 12/28/78 ........................   Jane B. Doe

   CUSTODIAL OR ESTATE ACCOUNTS
   ----------------------------
   (1) John B. Smith, Cust., f/b/o John B. Smith, Jr. UGMA .........   John B. Smith
   (2) John B. Smith ...............................................   John B. Smith, Jr., Executor




                SALOMON BROTHERS INFLATION MANAGEMENT FUND INC.
                   125 BROAD STREET, NEW YORK, NEW YORK 10004

                               ----------------

                                PROXY STATEMENT

     This proxy statement is furnished in connection with a solicitation by the
Board of Directors of Salomon Brothers Inflation Management Fund Inc. (the
"Fund") of proxies to be used at the Annual Meeting of Stockholders (the
"Meeting") of the Fund to be held at Citigroup Center, 153 East 53rd Street,
14th Floor Conference Center, New York, New York, on Monday, February 28, 2005
at 3:30 p.m., New York time, (and at any adjournment or adjournments thereof)
for the purposes set forth in the accompanying Notice of Annual Meeting of
Stockholders. This proxy statement and the accompanying form of proxy are first
being mailed to stockholders on or about January 31, 2005. Stockholders who
execute proxies retain the right to revoke them in person at the Meeting or by
written notice received by the Secretary of the Fund at any time before they
are voted. Unrevoked proxies will be voted in accordance with the
specifications thereon and, unless specified to the contrary, will be voted FOR
the election of directors. The close of business on December 28, 2004 has been
fixed as the record date for the determination of stockholders entitled to
notice of and to vote at the Meeting. Each stockholder is entitled to one vote
for each full share and a proportional fraction of a vote for each fractional
share held. On December 28, 2004, there were 9,632,504 shares of the Fund's
common stock outstanding.

     In accordance with the Fund's By-Laws, a quorum is constituted by the
presence in person or by proxy of the holders of record of a majority of the
outstanding shares of the Fund's Common Stock entitled to vote at the Meeting.
In the event that a quorum is not present at the Meeting, or in the event that
a quorum is present but sufficient votes to approve any of the proposals are
not received, the Meeting may be adjourned to a date not more than 120 days
after the original record date to permit further solicitation of proxies. Any
such adjournment will require the affirmative vote of a majority of those
shares represented at the Meeting in person or by proxy. The persons named as
proxies will vote those proxies which they are entitled to vote FOR or AGAINST
any such proposal in their discretion. A stockholder vote may be taken on one
or more of the proposals in this proxy statement prior to any such adjournment
if sufficient votes have been received for approval.

     Salomon Brothers Asset Management Inc ("SBAM"), whose principal business
address is 399 Park Avenue, New York, New York 10022, is the Fund's investment
adviser and administrator. SBAM is an indirect wholly-owned subsidiary of
Citigroup Inc.


                       PROPOSAL 1: ELECTION OF DIRECTORS

     In accordance with the Fund's Charter, the Fund's Board of Directors is
divided into three classes: Class I, Class II and Class III. At the Meeting,
stockholders will be asked to elect two Class I, three Class II and two Class
III Directors. The terms of office of the Class I, Class II and Class III
Directors expire at the year 2006, 2007 and 2008 Annual Meetings of
Stockholders, respectively, or thereafter in each case when their respective
successors are duly elected and qualified. The effect of these staggered terms
is to limit the ability of other entities or persons to acquire control of the
Fund by delaying the replacement of a majority of the Board of Directors.

     The persons named in the proxy intend to vote at the Meeting (unless
directed not to vote) FOR the election of the nominees named below. All of the
nominees are currently members of the Fund's Board of Directors. Each



nominee has indicated that they will serve if elected, but if any nominee
should be unable to serve, the proxy will be voted for any other person
determined by the persons named in the proxy in accordance with their judgment.

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



                                                                                                NUMBER OF
                                                                                              PORTFOLIOS IN
                                                                                                  FUND
                                                                                                 COMPLEX
                                                                                               OVERSEEN BY
                                       POSITION(S)   LENGTH OF                                   NOMINEE
                                        HELD WITH       TERM        PRINCIPAL OCCUPATION(S)    (INCLUDING     OTHER DIRECTORSHIPS
NAME, ADDRESS AND AGE                   THE FUND       SERVED         DURING PAST 5 YEARS       THE FUND)       HELD BY NOMINEE
------------------------------------ -------------- -----------   -------------------------- --------------  --------------------

NON-INTERESTED DIRECTOR NOMINEES

NOMINEES TO SERVE AS CLASS I DIRECTORS UNTIL THE 2006 ANNUAL MEETING OF STOCKHOLDERS

Carol L. Colman                      Director and     Since       President, Colman                37         None
Colman Consulting Co.                Member of         2003       Consulting Co.
278 Hawley Road                      Audit and
North Salem, NY 10560                Nominating
Birth year: 1946                     Committees

Daniel P. Cronin                     Director and     Since       Formerly, Associate              34         None
24 Woodlawn Ave.                     Member of         2003       General Counsel, Pfizer,
New Rochelle, NY 10804               Audit and                    Inc.
Birth year: 1946                     Nominating
                                     Committees




                                       2





                                                                                             NUMBER OF
                                                                                           PORTFOLIOS IN
                                                                                               FUND
                                                                                              COMPLEX
                                                                                            OVERSEEN BY
                                       POSITION(S)  LENGTH OF                                 NOMINEE
                                        HELD WITH      TERM      PRINCIPAL OCCUPATION(S)    (INCLUDING        OTHER DIRECTORSHIPS
NAME, ADDRESS AND AGE                   THE FUND      SERVED       DURING PAST 5 YEARS       THE FUND)          HELD BY NOMINEE
------------------------------------ ------------- ----------- -------------------------- -------------- ---------------------------

NON-INTERESTED DIRECTOR NOMINEES

NOMINEES TO SERVE AS CLASS II DIRECTORS UNTIL THE 2007 ANNUAL MEETING OF STOCKHOLDERS                     Director of two registered
                                                                                                          investment companies
Leslie H. Gelb                       Director and    Since     President, Emeritus and          34        advised by Advantage
150 East 69th Street                 Member of        2003     Senior Board Fellow, The                   Advisers, Inc.
New York, NY 10021                   Audit and                 Council on Foreign                         ("Advantage")
Birth year: 1937                     Nominating                Relations; formerly,
                                     Committees                Columnist, Deputy
                                                               Editorial Page Editor and
                                                               Editor, Op-Ed Page, The
                                                               New York Times.

Willian R. Hutchinson                Director and    Since     President, W.R. Hutchinson        44        Associated Banc-Corp.
535 N. Michigan Avenue               Member of        2003     & Associates Inc., formerly
Suite 1012                           Nominating                Group Vice President,
Chicago, IL 60611                    and Audit                 Mergers and Acqusitions,
Birth year: 1942                     Committees                BP AMOCO.

INTERESTED DIRECTOR NOMINEE

R. Jay Gerken*                       Director,       Since     Managing Director,              219         None
Citigroup Asset Management           Chairman         2003     Citigroup Global Markets
 ("CAM")                             and Chief                 Inc. ("CGM"); Chairman,
399 Park Avenue                      Executive                 President and Chief
New York, NY 10022                   Officer                   Executive Officer and
Birth year: 1951                                               Director of Smith Barney
                                                               Fund Management, LLC
                                                               ("SBFM"), Travelers
                                                               Investment Adviser, Inc.
                                                               ("TIA"), and Citi Fund
                                                               Management Inc. ("CFM");
                                                               President and Chief
                                                               Executive Officer of certain
                                                               mutual funds associated
                                                               with Citigroup Inc,.
                                                               ("Citigroup"); Formerly
                                                               Portfolio Manager of Smith
                                                               Barney Allocation Series
                                                               Inc. (from 1996 to 2001)
                                                               and Smith Barney Growth
                                                               and Income Fund (from
                                                               1996 to 2000).



----------

*    Mr. Gerken is an "interested person" as defined in the Investment Company
     Act of 1940, as amended (the "1940 Act"), because he is a Managing Director
     of SBAM, the Fund's investment adviser.


                                       3





                                                                                              NUMBER OF
                                                                                            PORTFOLIOS IN
                                                                                                FUND
                                                                                               COMPLEX
                                                                                             OVERSEEN BY
                                       POSITION(S)  LENGTH OF                                  NOMINEE
                                        HELD WITH      TERM       PRINCIPAL OCCUPATION(S)    (INCLUDING     OTHER DIRECTORSHIPS
NAME, ADDRESS AND AGE                   THE FUND      SERVED        DURING PAST 5 YEARS       THE FUND)       HELD BY NOMINEE
------------------------------------ ------------- ----------- --------------------------- -------------- ------------------------

NON-INTERESTED DIRECTOR NOMINEES

NOMINEES TO SERVE AS CLASS III DIRECTORS UNTIL THE 2008 ANNUAL MEETING OF STOCKHOLDERS

Dr. Riordan Roett                    Director and    Since     Professor and Director,           34       None
The Johns Hopkins University         Member of        2003     Latin American Studies
1710 Massachusetts Ave., NW          Audit and                 Program, Paul H. Nitze
Washington, D.C. 20036               Nominating                School of Advanced
Birth year: 1938                     Committees                International Studies, The
                                                               Johns Hopkins University.

Jeswald W. Salacuse                  Director and    Since     Henry J. Braker                   34       Director of two registered
Tufts University                     Member of        2003     Professor of Commercial                    investment companies
The Fletcher School of Law           Audit and                 Law and formerly Dean,                     advised by Advantage
 & Diplomacy                         Nominating                The Fletcher School of Law
160 Packard Avenue                   Committees                & Diplomacy, Tufts
Medford, MA 02155                                              University; formerly,
Birth year: 1938                                               Fulbright Distinguished
                                                               Chair in Comparative Law,
                                                               University of Trento, Italy.



                                       4


     The following table provides information concerning the dollar range of
equity securities owned beneficially by each Director and nominee for election
as Director as of December 31, 2004:





                              DOLLAR RANGE(1) OF EQUITY     AGGREGATE DOLLAR RANGE(1) OF EQUITY SECURITIES IN ALL FUNDS
NAME OF DIRECTOR/NOMINEE        SECURITIES IN THE FUND           OVERSEEN BY DIRECTOR/NOMINEE AND ADVISED BY SBAM
--------------------------   ---------------------------   ------------------------------------------------------------

NON-INTERESTED DIRECTORS/NOMINEES
Carol L. Colman                           A                                              E
Daniel P. Cronin                          B                                              E
Leslie H. Gelb                            A                                              A
William R. Hutchinson                     C                                              E
Dr. Riordan Roett                         A                                              C
Jeswald W. Salacuse                       A                                              C

INTERESTED DIRECTOR
R. Jay Gerken                             B                                              E


----------

(1)  The dollar ranges are as follows: "A" = None; "B" = $1-$10,000; "C" =
     $10,001-$50,000; "D" = $50,001-$100,000; "E" = Over $100,000.


     No Director or nominee for election as Director who is not an "interested
person" of the Fund as defined in the 1940 Act, nor any immediate family
members had any interest in SBAM, the Fund's investment adviser, or any person
or entity (other than the Fund) directly or indirectly controlling, controlled
by, or under common control with SBAM as of December 31, 2004.

     As of December 28, 2004, the directors and officers of the Fund as a group
beneficially owned less than 1% of the outstanding shares of the Fund's Common
Stock. To the knowledge of management, no person owned of record or owned
beneficially more than 5% of the Fund's shares of Common Stock outstanding at
that date, except that Cede & Co., a nominee for participants in Depository
Trust Company, held of record 9,647,187 shares, equal to approximately 99.8% of
the Fund's outstanding shares.

RESPONSIBILITIES OF THE BOARD OF DIRECTORS

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

     The Board of Directors has four regularly scheduled meetings each year and
additional meetings are scheduled as needed. In addition, the Board has an
Audit Committee and a Nominating Committee which meet periodically and whose
responsibilities are described below. The Fund does not have a formal policy
regarding attendance by Directors at Annual Stockholder Meetings.

     During the fiscal year ended October 31, 2004, the Board of Directors met
six times. Each Director attended at least 75% of the aggregate number of
meetings of the Board and the committees for which he or she was eligible.

     The Directors review the Fund's financial statements, performance and
market price as well as the quality of the services being provided to the Fund.
As part of this process, the Directors review the Fund's fees and


                                       5


expenses to determine if they are reasonable and competitive in light of the
services being received and while also ensuring that the Fund continues to have
access to high quality services in the future. Based on these reviews, the
Directors periodically make suggestions to the Fund's management and monitor to
ensure that responsive action is taken. The Directors also monitor potential
conflicts of interest among the Fund, SBAM and its affiliates and other funds
and clients managed by SBAM to ensure that the Fund is managed in a manner
which is in the best interest of the Fund's stockholders.

     The Fund's executive officers are chosen each year at a meeting of the
Board of Directors of the Fund to hold office until their respective successors
are duly elected and qualified. In addition to Mr. Gerken, the executive
officers of the Fund are:



                           POSITION(S) HELD      LENGTH OF              PRINCIPAL OCCUPATION(S)
NAME, ADDRESS AND AGE          WITH FUND        TIME SERVED               DURING PAST 5 YEARS
-----------------------   ------------------   -------------   ----------------------------------------

Peter J. Wilby            President             Since 2004     Managing Director of CGM and SBAM
 CAM
 399 Park Avenue
 New York, NY 10022
 Birth year: 1958

James E. Craige           Executive Vice        Since 2004     Managing Director of CGM and SBAM
 CAM                      President
 399 Park Avenue
 New York, NY 10022
 Birth year: 1967

David Torchia             Executive Vice        Since 2004     Managing Director of CGM and SBAM
 CAM                      President
 399 Park Avenue
 New York, NY 10022
 Birth year: 1959

Robert M. Lavan,          Executive Vice                       Managing Director of SBAM; Officer of
 CFA                      President                            certain mutual funds associated with
 399 Park Avenue                                               Citigroup.
 New York, NY 10022
 Birth year: 1963

Andrew B. Shoup           Senior Vice           Since 2004     Director of CAM; Senior Vice President
 CAM                      President and                        and Chief Administrative Officer of
 125 Broad Street,        Chief                                mutual funds associated with Citigroup;
 11th Floor               Administrative                       Head of International Funds
 New York, NY 10004       Officer                              Administration of CAM (from 2001 to
 Birth year: 1956                                              2003); Director of Global Funds
                                                               Administration of CAM (from 2000 to
                                                               2001); Head of U.S. Citibank Funds
                                                               Administration of CAM (from 1998 to
                                                               2000).

Frances M. Guggino        Treasurer and         Since 2004     Vice President of CGM; Treasurer and
 CAM                      Chief Financial                      Chief Financial Officer of certain
 125 Broad Street,        Officer                              mutual funds associated with Citigroup.
 10th Floor                                                    Controller of certain mutual funds
 New York, NY 10004                                            associated with Citigroup.
 Birth year: 1957


                                       6





                                   POSITION(S) HELD       LENGTH OF              PRINCIPAL OCCUPATION(S)
NAME, ADDRESS AND AGE                 WITH FUND          TIME SERVED               DURING PAST 5 YEARS
-----------------------------   ---------------------   -------------   -----------------------------------------

Wendy Setnicka                  Controller               Since 2004     Vice President of CGM since 2003;
 CAM                                                                    Assistant Vice President of CGM (from
 125 Broad Street,                                                      2001 to 2003); Controller (since 2004)
 New York, NY 10004                                                     or Assistant Controller (from 2002 to
 Birth year: 1964                                                       2004) of certain mutual funds
                                                                        associated with Citigroup; Accounting
                                                                        Manager with CGM (from 1998 to
                                                                        2002).

Robert L. Frenkel               Secretary and            Since 2004     Managing Director and General
 CAM                            Chief Legal Officer                     Counsel of Global Mutual Funds for
 300 First Stamford Place                                               CAM and its predecessor (since 1994);
 Stamford, CT 06902                                                     Secretary of CFM; Secretary and Chief
 Birth year: 1954                                                       Legal Officer of mutual funds associated
                                                                        with Citigroup.

Andrew Beagley                  Chief                    Since 2004     Compliance Officer, Chief Compliance
 CAM                            Compliance                              Officer and Vice President of certain
 399 Park Avenue, 4th Floor     Officer                                 mutual funds associated with Citigroup;
 New York, NY 10022                                                     Director of Compliance, Europe, the
 Birth year: 1962                                                       Middle East and Africa, Citigroup Asset
                                                                        Management (from 1999 to 2000);
                                                                        Compliance Officer, Salomon Brothers
                                                                        Asset Management Limited, Smith
                                                                        Barney Global Capital Management
                                                                        Inc., Salomon Brothers Asset
                                                                        Management Asia Pacific Limited (from
                                                                        1997 to 1999).


     The Fund's Audit Committee is composed of all Directors who have been
determined not to be "interested persons" of the Fund, SBAM or its affiliates
within the meaning of the 1940 Act, and who are "independent" as defined in the
New York Stock Exchange listing standards. The principal functions of the Audit
Committee are: to (a) oversee the scope of the Fund's audit, the Fund's
accounting and financial reporting policies and practices and its internal
controls and enhance the quality and objectivity of the audit function; (b)
approve, and recommend to the Independent Board Members (as such term is
defined in the Audit Committee Charter) for their ratification, the selection,
appointment, retention or termination of the Fund's independent auditors, as
well as approving the compensation thereof; and (c) approve all audit and
permissible non-audit services provided to the Fund and certain other persons
by such independent auditors. This Committee met three times during the fiscal
year October 31, 2004. The Fund adopted an Audit Committee Charter at a meeting
held on April 19, 2004, a copy of which is attached to this Proxy Statement as
Annex A.

     The Nominating Committee, the principal function of which is to select and
nominate candidates for election as Directors of the Fund, is currently
composed of Ms. Colman, Messrs. Cronin, Gelb, Hutchinson, Salacuse and Dr.
Roett. Only Directors who are not "interested persons" of the Fund as defined
in the 1940 Act and who are "independent" as defined in the New York Stock
Exchange listing standards are members of the Nominating Committee. The
Nominating Committee may accept nominees recommended by the stockholder as it
deems appropriate. Stockholders who wish to recommend a nominee should send
recommendations to the Fund's Secretary that include all information relating
to such person that is required to be disclosed in solicitations of proxies for
the election of Directors. A recommendation must be accompanied by a written
consent of the individual to stand for election if nominated by the Board of
Directors and to serve if elected by


                                       7


the stockholders. The Nominating Committee met once during the Fund's fiscal
year ended October 31, 2004. The Fund adopted a Nominating Committee Charter at
a meeting held on April 19, 2004, a copy of which is attached to this Proxy
Statement as Annex B.

     The Nominating Committee identifies potential nominees through its network
of contacts, and may also engage, if it deems appropriate, a professional
search firm. The Nominating Committee meets to discuss and consider such
candidates' qualifications and then chooses a candidate by majority vote. The
Nominating Committee does not have specific, minimum qualifications for
nominees and has not established specific qualities or skills that it regards
as necessary for one or more of the Fund's directors to possess (other than any
qualities or skills that may be required by applicable law, regulation or
listing standard). However, as set forth in the Nominating Committee Charter,
in evaluating a person as a potential nominee to serve as a Director of the
Fund, the Committee may consider the following factors, among any others it may
deem relevant.

     o    whether or not the person is an "interested person" as defined in the
          1940 Act and whether the person is otherwise qualified under
          applicable laws and regulations to serve as a Director of the Fund;

     o    whether or not the person has any relationships that might impair his
          or her independence, such as any business, financial or family
          relationships with Fund management, the investment manager of the
          Fund, Fund service providers or their affiliates;

     o    whether or not the person serves on boards of, or is otherwise
          affiliated with, competing financial service organizations or their
          related mutual fund complexes;

     o    whether or not the person is willing to serve, and willing and able to
          commit the time necessary for the performance of the duties of a
          Director of the Fund;

     o    the contribution which the person can make to the Board and the Fund
          (or, the person has previously served as a Director of the Fund, the
          contribution which the person made to the Board during his or her
          previous term of service), with consideration being given to the
          person's business and professional experience, education and such
          other factors as the Committee may consider relevant;

     o    the character and integrity of the person; and

     o    whether or not the selection and nominating of the person would be
          consistent with the requirements of the Fund's retirement policies.


                              ADDITIONAL MATTERS

     Under the federal securities laws, the Fund is required to provide to
stockholders in connection with the Meeting information regarding compensation
paid to the Directors by the Fund, as well as by the various other investment
companies advised by SBAM. The following table provides information concerning
the compensation paid to each director from the Fund during the fiscal year
ended October 31, 2004 and the total compensation paid to each Director during
the calendar year ended December 31, 2003. Certain of the Directors listed
below are members of the Fund's Audit and Nominating Committees and other
committees of certain other investment companies advised by SBAM, and
accordingly, the amounts provided in the table include compensation for service
on such committees. The Fund does not provide any pension or retirement
benefits to Directors. In addition, no remuneration was paid during the fiscal
year ended October 31, 2004 by the Fund to Mr. Gerken who is an "interested
person" as defined in the 1940 Act.


                                       8





                                                                     TOTAL COMPENSATION
                                                                     FROM THE FUND AND
                                               AGGREGATE                OTHER FUNDS
                                              COMPENSATION            ADVISED BY SBAM
                                             FROM THE FUND         AND ITS AFFILIATES FOR
                                         FOR FISCAL YEAR ENDED      CALENDAR YEAR ENDED
NAME OF DIRECTORS                               10/31/04                  12/31/03
-------------------------------------   -----------------------   -----------------------
                                                                      DIRECTORSHIPS(A)

Carol L. Colman ...............                 $12,500                 $  197,350(37)
Daniel P. Cronin ..............                 $10,800                 $  117,450(34)
Leslie H. Gelb ................                 $10,000                 $  111,150(34)
Willian R. Hutchinson .........                 $14,400                 $  114,600(44)
Dr. Riordan Roett .............                 $11,700                 $  163,300(34)
Jeswald W. Salacuse ...........                 $11,500                 $  137,150(34)


----------

(A)  The numbers in parentheses indicate the applicable number of investment
     company directorships held by that Director.


SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934 and Section 30(h) of
the 1940 Act in combination require the Fund's Directors and officers, persons
who own more than 10% of the Fund's common stock, SBAM, and its directors and
officers, to file reports of ownership and changes in ownership with the
Securities and Exchange Commission and the New York Stock Exchange, Inc. The
Fund believes that for the fiscal year ended October 31, 2004, all relevant
persons have complied with applicable filing requirements during its most
recently completed fiscal year.

                         REPORT OF THE AUDIT COMMITTEE

     Pursuant to a meeting of the Audit Committee on December 21, 2004, the
Audit Committee reports that it has: (i) reviewed and discussed the Fund's
audited financial statements with management; (ii) discussed with
PricewaterhouseCoopers LLP ("PwC"), the Independent Registered Public
Accounting Firm to the Fund, the matters (such as the quality of the Fund's
accounting principles and internal controls) required to be discussed by
Statement on Auditing Standards No. 61; and (iii) previously received written
confirmation from PwC that it is independent and written disclosures regarding
such independence as required by Independence Standards Board Standard No. 1,
and discussed with PwC the auditors' independence.

     Pursuant to the Audit Committee Charter adopted by the Fund's Board, the
Audit Committee is responsible for conferring with the Fund's independent
public accountants, reviewing annual financial statements and recommending the
selection of the Fund's independent public accountants. The Audit Committee
advises the full Board with respect to accounting, auditing and financial
matters affecting the Fund. The independent public accountants are responsible
for planning and carrying out the audit of the Fund's financial statements and
expressing an opinion as to their conformity with accounting principles
generally accepted in the United States of America.

     The members of the Audit Committee are not professionally engaged in the
practice of auditing or accounting and are not employed by the Fund accounting,
financial management or internal control. Moreover, the Audit Committee relies
on and makes no independent verification of the facts presented to it or
representations made by management or the independent public accountants.
Accordingly, the Audit Committee's oversight does not provide an independent
basis to determine that management has maintained appropriate accounting and
financial reporting principals and policies, or internal controls and
procedures, designed to


                                       9


assure compliance with accounting standards and applicable laws and
regulations. Futhermore, the Audit Committee's considerations and discussions
referred to above do not provide assurance that the audit of the Fund's
financial statements has been carried out in accordance with generally accepted
accounting standards or that the financial statements are presented in
accordance with generally accepted accounting principles.

     Based on the review and discussions referred to in items (i) through (iii)
above, the Audit Committee recommended to the Board of Directors (and the Board
has approved) that the audited financial statements be included in the Fund's
annual report for the Fund's fiscal year ended October 31, 2004.


                                                Submitted by the Audit Committee
                                                of the Fund's Board of Directors

                                                Carol L. Colman
                                                Daniel P. Cronin
                                                Leslie H. Gelb
                                                William R. Hutchinson
                                                Dr. Riordan Roett
                                                Jeswald W. Salacuse


REQUIRED VOTE

     Directors are elected by a plurality of the votes cast by the holders of
shares of the Fund's common stock present in person or represented by proxy at
a meeting at which a quorum is present. For purposes of the election of
Directors, abstentions and broker non-votes will not be considered votes cast,
and do not affect the plurality vote required for directors.

     THE DIRECTORS, INCLUDING THE DIRECTORS WHO ARE NOT "INTERESTED PERSONS,"
UNANIMOUSLY RECOMMEND THAT THE STOCKHOLDERS VOTE "FOR" THE NOMINEES FOR
DIRECTOR.

          FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     AUDIT FEES. The aggregate fees billed by PwC in connection with the annual
audit of the Fund's financial statements and for services normally provided by
PwC in connection with the statutory and regulatory filing of the Fund for the
fiscal year ended October 31, 2004 was $80,000 including out of pocket
expenses.

     AUDIT-RELATED FEES. The aggregate fees billed by PwC in connection with
assurance and related services related to the annual audit of the Fund and for
review of the Fund's financial statement, other than the Audit Fees described
above, which include the performance of agreed upon procedures (which, among
other items, include maintenance testing in connection with the revolving
credit facility) for the fiscal year ended October 31, 2004 was $0.

     In addition, there were no Audit-Related Fees billed in the year ended
October 31, 2004 for assurance and related services by PwC to SBAM and any
entity controlling, controlled by or under common control with SBAM that
provides ongoing services to the Fund (SBAM and such other entities together,
the "Service Affiliates"), that were related to the operations and financial
reporting of the Fund. Accordingly, there were no such fees that required
pre-approval by the Audit Committee.


                                       10


     TAX FEES. The aggregate fees billed by PwC for tax compliance and tax
advice, which includes the filing and amendment of federal, state and local
income tax returns, rendered by PwC to the Fund for the fiscal year ended
October 31, 2004 was $6,400.

     There were no fees billed by PwC to the Service Affiliates for tax
services for the 2004 fiscal years that were required to be approved by the
Fund's Audit Committee.

     ALL OTHER FEES. There were no other fees billed for other non-audit
services rendered by PwC to the Fund for the fiscal year ended October 31,
2004.

     All other fees billed by PwC to the Service Affiliates for other non-audit
services for the fiscal year ended October 31, 2004 that were required to be
approved by the Fund's Audit Committee, which included the issuance of reports
on internal controls under Statement of Auditing Standards No. 70 relating to
various Citigroup Assets Management ("CAM") entities, were $790,000.

     Generally, the Audit Committee must approve (a) all audit and permissible
non-audit services to be provided to the Fund and (b) all permissible non-audit
services to be provided by PwC to the Service Affiliates that relate directly
to the operations and financial reporting of the Fund. The Audit Committee may
implement policies and procedures by which such services are approved other
than by the full Committee, but has not yet done so.

     The aggregate non-audit fees billed by PwC for services rendered to the
Fund for the fiscal year ended October 31, 2004 was $0. The aggregate non-audit
fees billed by PwC for services rendered to the Service Affiliates for the
fiscal year ended October 31, 2004 was $2.2 million.

     The Audit Committee has considered whether the provision of non-audit
services to the Service Affiliates that were not pre-approved by the Audit
Committee (because they did not require pre-approval) is compatible with
maintaining PwC's independence. All services provided by PwC to the Fund or to
the Service Affiliates that were required to be approved by the Audit Committee
were pre-approved.

     A representative of PwC, if requested by any stockholder, will be present
via telephone at the Meeting to respond to appropriate questions from
stockholders and will have an opportunity to make a statement if he or she
chooses to do so.

 PROPOSALS TO BE SUBMITTED BY STOCKHOLDERS AND OTHER SHAREHOLDER COMMUNICATIONS

     All proposals by stockholders of the Fund which are intended to be
presented at the Fund's next Annual Meeting of Stockholders to be held in 2006
must be received by the Fund for inclusion in the Fund's proxy statement and
proxy relating to that meeting no later than September 28, 2005. Any
stockholder who desires to bring a proposal at the Fund's 2006 Annual Meeting
of Stockholders without including such proposal in the Fund's proxy statement
must deliver written notice thereof to the Secretary of the Fund (addressed to
Citigroup Asset Management c/o Salomon Brothers Inflation Management Fund Inc.,
125 Broad Street, New York, New York 10004) during the period from December 1,
2005 to December 31, 2005. However, if the Fund's 2006 Annual Meeting is held
earlier than January 30, 2006 or later than April 28, 2006, such written notice
must be delivered to the Secretary of the Fund during the period from 90 days
before the date of the 2006 Annual Meeting to the later of 6 days prior to the
date of the 2006 Annual Meeting or 10 days following the public announcement of
the date of the 2006 Annual Meeting.

     The Fund's Audit Committee has also established guidelines and procedures
regarding the receipt, retention and treatment of complaints regarding
accounting, internal accounting controls or auditing matters (collectively,


                                       11


"Accounting Matters"). Persons with complaints or concerns regarding Accounting
Matters may submit their complaints to the Citigroup Chief Compliance Officer
("CCO"). Persons who are uncomfortable submitting complaints to the CCO,
including complaints involving the CCO, may submit complaints directly to the
Fund's Audit Committee Chair (together with the CCO, "Complaint Officers").
Complaints may by submitted on an anonymous basis.

     The CCO may be contacted at:

       Citigroup Asset Managment
       Compliance Department
       399 Park Avenue, 4th floor
       New York, NY 10022

     Complaints may also be submitted by telephone at 800-742-5274. Complaints
submitted through this number will be received by the CCO.

     The Fund's Audit Committee Chair may be contacted at:

       Salomon Brothers Inflation Management Fund Inc.
       Audit Committee Chair
       c/o Robert K. Fulton, Esq.
       Stradley Ronon Stevens & Young, LLP
       2600 One Commerce Square
       Philadelphia, PA 19103

     A stockholder who wishes to send any other communications to the Board
should also deliver such communications to the Secretary of the Fund at the
address listed above. The Secretary is responsible for determining, in
consultation with other officers of the Fund, counsel, and other advisers as
appropriate, which stockholder communications will be relayed to the Board.

                               OTHER INFORMATION

     The Fund's Annual Report containing financial statements for the fiscal
year ended October 31, 2004 is available free of charge by writing to the Fund
c/o Salomon Brothers Asset Management Inc at the address listed on the front
cover, or by calling toll-free 1-888-777-0102.

                         EXPENSES OF PROXY SOLICITATION

     The costs of preparing, assembling and mailing material in connection with
this solicitation of proxies will be borne by the Fund. Proxies may also be
solicited personally by officers of the Fund and by regular employees of SBAM
or its affiliates, or other representatives of the Fund or by telephone or
telegraph, in addition to the use of mails. Brokerage houses, banks and other
fiduciaries may be requested to forward proxy solicitation material to their
principals to obtain authorization for the execution of proxies, and will be
reimbursed by the Fund for such out-of-pocket expenses.


                                       12


                                 OTHER BUSINESS

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

January 31, 2005











                                       13


                                    ANNEX A


                            AUDIT COMMITTEE CHARTER
                   AMENDED AND RESTATED AS OF APRIL 19, 2004


ESTABLISHMENT AND PURPOSE

     This document serves as the Charter for the Audit Committee (the
"Committee") of the Board of each registered investment company (the "Fund")
advised by Smith Barney Fund Management or Salomon Brothers Asset Management or
one of their affiliates (each, an "Adviser") listed on Appendix A hereto (each
such Charter being a separate Charter). The primary purposes of the Committee
are to (a) assist Board oversight of (i) the integrity of the Fund's financial
statements, (ii) the Fund's compliance with legal and regulatory requirements,
(iii) the qualifications and independence of the Fund's independent auditors
and (iv) the performance of the Fund's internal audit function and independent
auditors; (b) approve, and recommend to the Independent Board Members (as such
term is defined below) for their ratification, the selection, appointment,
retention or termination of the Fund's independent auditors, as well as
approving the compensation thereof; (c) approve all audit and permissible
non-audit services provided to the Fund and certain other persons by the Fund's
independent auditors; and (d) for each closed-end Fund, prepare the report
required to be prepared by the Committee pursuant to the rules of the
Securities and Exchange Commission for inclusion in the Fund's annual Proxy
Statement.


DUTIES AND RESPONSIBILITIES

     The Fund's independent auditors are accountable to the Committee.

     The Committee shall:

     1.   Bear direct responsibility for the appointment, compensation,
          retention and oversight of the Fund's independent auditors, or of any
          other public accounting firm engaged for the purpose of performing
          other audit, review or attest services for the Fund.

     2.   Confirm with any independent auditor retained to provide audit
          services that the independent auditor has ensured the appropriate
          rotation of the lead audit partner pursuant to applicable regulations.

     3.   Approve (a) all audit and permissible non-audit services1 to be
          provided to the Fund and (b) all permissible non-audit services to be
          provided by the Fund's independent auditors to the Adviser and any
          Covered Service Providers if the engagement relates directly to the
          operations and financial reporting of the Fund. The Committee may
          implement policies and procedures by which such services are approved
          other than by the full Committee.

----------

1    The Committee shall not approve non-audit services that the Committee
     believes may impair the independence of the auditors. As of the date of the
     approval of this Audit Committee Charter, permissible non-audit services
     include any professional services (including tax services), that are not
     prohibited services as described below, provided to the Fund by the
     independent auditors, other than those provided to the Fund in connection
     with an audit or a review of the financial statements of the Fund.
     Permissible non-audit services may not include: (i) bookkeeping or other
     services related to the accounting records or financial statements of the
     Fund; (ii) financial information systems design and implementation; (iii)
     appraisal or valuation services, fairness opinions or contribution-in-kind
     reports; (iv) actuarial services; (v) internal audit outsourcing services;
     (vi) management functions or human resources; (vii) broker or dealer,
     investment adviser or investment banking services; (viii) legal services
     and expert services unrelated to the audit; and (ix) any other service the
     Public Company Accounting Oversight Board determines, by regulation, is
     impermissible. (footnote #1 is continued on the next page)


                                      A-1


     4.   Discuss with the independent auditors any disclosed relationships or
          services that may diminish the objectivity and independence of the
          independent auditors and, if so determined by the Committee, recommend
          that the Board take appropriate action to ensure the independence of
          the independent auditors.

     5.   Review, in consultation with the independent auditors, the proposed
          scope of the Fund's audit each year, including the audit procedures to
          be utilized in the review of the Fund's financial statements.

     6.   Inquire of the Adviser and the independent auditors as to significant
          tax and accounting policies elected by the Fund (including matters
          affecting qualification under Subchapter M of the Internal Revenue
          Code).


     7.   Review with the independent auditors any problems or difficulties the
          auditors may have encountered during the conduct of the audit and
          management's response, including a discussion with the independent
          auditors of the matters required to be discussed by Statement on
          Auditing Standards No. 61, 89, 90 or any subsequent Statement,
          relating to the conduct of the audit.

     8.   Review, in consultation, as appropriate, with the independent auditors
          and significant Fund service providers, matters relating to internal
          controls over financial reporting and disclosure controls and
          procedures of the Fund and of the Fund's significant service
          providers.

     9.   Request, receive and/or review from the independent auditors such
          other materials as deemed necessary or advisable by the Committee in
          the exercise of its duties under this Charter; such materials may
          include, without limitation, any other material written communications
          bearing on the Fund's financial statements, or internal or disclosure
          controls, between the independent auditors and the Fund, the Adviser
          or other Fund service providers, such as any management letter or
          schedule of unadjusted differences, and any comment or "deficiency"
          letter (to the extent such letters relate to financial reporting)
          received from a regulatory or self-regulatory organization addressed
          to the Fund or the Adviser that relates to services rendered to the
          Fund.

     10.  For each closed-end Fund, establish procedures regarding the receipt,
          retention and treatment of complaints that the Fund may receive
          regarding Fund accounting, internal accounting controls or auditing
          matters, including procedures for the confidential or anonymous
          submission by Fund officers, employees, stockholders or service
          providers of concerns regarding questionable accounting or auditing
          matters related to the Fund.

     11.  For each closed-end Fund, obtain and review a report by the Fund's
          independent auditors describing (i) the auditing firm's internal
          quality-control procedures; (ii) any material issues raised by the
          most recent internal quality-control review, or peer review, of the
          auditing firm, or by any inquiry or investigation by governmental or
          professional authorities, within the preceding five years, respecting
          one or more independent audits carried out by the auditing firm, and
          any steps taken to deal with any such issues; and (iii) (to assess the
          auditor's independence) all relationships between the independent
          auditor and the Fund.


----------

     (footnote #1 continued.....) Pre-approval by the Committee of any
     permissible non-audit services is not required so long as: (i) the
     aggregate amount of all such permissible non-audit services provided to the
     Fund, the Adviser and any service providers controlling, controlled by or
     under common control with the Adviser that provide ongoing services to the
     Fund ("Covered Service Providers") constitutes not more than 5% of the
     total amount of revenues paid to the independent auditors during the fiscal
     year in which the permissible non-audit services are provided to (a) the
     Fund, (b) the Adviser and (c) any entity controlling, controlled by or
     under common control with the Adviser that provides ongoing services to the
     Fund during the fiscal year in which the services are provided that would
     have to be approved by the Committee; (ii) the permissible non-audit
     services were not recognized by the Fund at the time of the engagement to
     be non-audit services; and (iii) such services are promptly brought to the
     attention of the Committee and approved by the Committee (or its
     delegate(s)) prior to the completion of the audit.


                                      A-2


     12.  For each closed-end Fund, discuss policies with respect to risk
          assessment and risk management.

     13.  For each closed-end Fund, review hiring policies for employees or
          former employees of the Fund's independent auditors.

     14.  For each closed-end Fund, discuss with management and the Fund's
          independent auditors the Fund's audited and discuss with management
          the Fund's unaudited financial statements, including any narrative
          discussion by management concerning the Fund's financial condition and
          investment performance and, if appropriate, recommend the publication
          of the Fund's annual audited financial statements in the Fund's annual
          report in advance of the printing and publication of the annual
          report.

     15.  For each closed-end Fund, discuss the Fund's earnings press releases,
          as well as financial information and earnings guidance provided to
          analysts and rating agencies;

     16.  For each closed-end Fund, review and evaluate annually the performance
          of the Committee and the adequacy of this Charter and recommend any
          proposed changes to the Charter to the Board for approval.

     The Committee shall have the resources and authority appropriate to
discharge its responsibilities, including the authority to retain, as it deems
necessary to carry out its duties, special counsel and other experts or
consultants at the expense of the Fund. The Fund shall provide appropriate
funding, as determined by the Committee, for the Committee to carry out its
duties and its responsibilities, including (a) for compensation to be paid to,
or services to be provided by, the Fund's independent auditors or other public
accounting firm providing audit, review or attest services for the Fund, (b)
for payment of compensation to any outside legal, accounting or other advisors,
counsel or consultants employed by the Committee and (c) for the ordinary
administrative expenses of the Committee. In performing its duties, the
Committee shall consult as it deems appropriate with the members of the Board,
officers and employees of the Fund, the Adviser, the Fund's sub-adviser(s), if
any, the Fund's counsel, counsel to the Independent Board Members and the
Fund's other service providers.

COMPOSITION

     The Committee shall be composed of each Board member who has been
determined not to be an "interested person," as that term is defined in Section
2(a)(19) of the Investment Company Act of 1940, as amended ("1940 Act"), of the
Fund (the "Independent Board Members"), or such lesser number as the Board of
the Fund may specifically determine and reflect in the Board's minutes, each of
whom shall be financially literate and at least one of whom shall have
accounting or related financial management expertise as determined by the
Fund's Board in its business judgment. Each member of the Committee must also
meet the independence and experience requirements as set forth in Section
303.01(B) of the New York Stock Exchange's Listed Company Manual or as set
forth in Section 121(a) of the American Stock Exchange's listing standards, as
applicable, and the independence requirements applicable to investment
companies set forth in Rule 10A-3 under of the Securities Exchange Act of 1934.
For those Funds listed on the New York Stock Exchange, no member of the
Committee may serve on the audit committees of more than three public
companies, including the Funds, unless the Board determines that such
simultaneous service would not impair the ability of such member to serve on
the Committee effectively. The Committee shall elect a Chairperson, who shall
preside over Committee meetings. The Chairperson shall serve for a term of
three years, which term may be renewed from time to time.

MEETINGS

     The Committee shall meet on a regular basis, but not less frequently than
twice a year. Special meetings may also be held upon reasonable notice to the
members of the Committee. An agenda shall be established for each


                                      A-3


meeting. The Committee may request any officer or employee of the Fund, the
Fund's counsel, counsel to the Independent Board Members, the Adviser, the
Fund's independent auditors or other interested persons to attend a meeting of
the Committee or to meet with any members of, or consultants to, the Committee.
The Committee will meet periodically with the Fund's independent auditors
outside the presence of the Fund's and the Adviser's officers and employees.
The Committee will also meet periodically with the Fund's management outside
the presence of the Fund's independent auditors. Meetings of the Committee may
be held in person, by telephone or by other appropriate means.

     One-third of the Committee's members, but not fewer than two members,
shall constitute a quorum. At any meeting of the Committee, the decision of a
majority of the members present and voting shall be determinative as to any
matter submitted to a vote.

REPORTING

     The Chairperson shall report regularly to the Board on the result of the
Committee's deliberations and make such recommendations as deemed appropriate.

LIMITS ON ROLE OF COMMITTEE

     The function of the Committee is oversight. The Fund's management is
responsible for (i) the preparation, presentation and integrity of the Fund's
financial statements, (ii) the maintenance of appropriate accounting and
financial reporting principles and policies and (iii) the maintenance of
internal controls and procedures designed to assure compliance with accounting
standards and applicable laws and regulations. The independent auditors are
responsible for planning and carrying out proper audits and reviews. In
fulfilling their responsibilities hereunder, it is recognized that members of
the Committee are not employees of the Fund. As such, it is not the duty or
responsibility of the Committee or its members to conduct "field work" or other
types of auditing or accounting reviews or procedures or to set auditor
independence standards. Each member of the Committee shall be entitled to rely
on (i) the integrity of those persons and organizations within and outside the
Fund from which it receives information and (ii) the accuracy of the financial
and other information provided to the Committee by such persons and
organizations absent actual knowledge to the contrary (which shall be promptly
reported to the Fund's Board) and (iii) statements made by the officers and
employees of the Fund, the Adviser or other third parties as to any information
technology, internal audit and other non-audit services provided by the
independent auditors to the Fund. The designation of a person as an "audit
committee financial expert," within the meaning of the rules adopted and
implemented under Section 407 of the Sarbanes-Oxley Act of 2002, shall not
impose any greater responsibility or liability on that person than the
responsibility and liability imposed on such person as a member of the
Committee, nor does it decrease the duties and obligations of other Committee
members or the Board.

     In carrying out its responsibilities, the Committee's policies and
procedures shall be adapted, as appropriate, in order to best react to a
changing environment.

AMENDMENTS

     This Charter may be amended by a vote of a majority of the Board members.

                                      A-4


                                                                     APPENDIX A


                    Salomon Brothers Series Funds Inc (SFS)

            Salomon Brothers Institutional Series Funds Inc (ISFS)

               Salomon Brothers Variable Series Funds Inc (VSFS)

             Salomon Brothers Capital and Income Fund Inc. (SCD) *

           Salomon Brothers Emerging Markets Debt Fund Inc. (ESD) *

       Salomon Brothers Emerging Markets Floating Rate Fund Inc. (EFL) *

          Salomon Brothers Emerging Markets Income Fund Inc. (EMD) *

         Salomon Brothers Emerging Markets Income Fund II Inc. (EDF) *

             Salomon Brothers Global High Income Fund Inc. (EHI) *

           Salomon Brothers Global Partners Income Fund Inc. (GDF) *

                Salomon Brothers High Income Fund Inc. (HIF) *

               Salomon Brothers High Income Fund II Inc. (HIX) *

            Salomon Brothers Inflation Management Fund Inc. (IMF) *

             Salomon Brothers Municipal Partners Fund Inc. (MNP) *

           Salomon Brothers Municipal Partners Fund II Inc. (MPT) *

              Salomon Brothers Worldwide Income Fund Inc. (SBW) *

   Salomon Brothers 2008 Worldwide Dollar Government Term Trust Inc. (SBG) *

           Salomon Brothers Variable Rate Strategic Fund Inc. (GFY) *







----------

*    Closed-end Fund. The duties and responsibilities of paragraphs 10, 11, 12
     and 13 and any other provision applicable exclusively to closed-end funds
     apply to these funds only.


                                      A-5


                                    ANNEX B


                          NOMINATING COMMITTEE CHARTER


ORGANIZATION

     The Nominating Committee of each registered investment company listed on
Appendix A hereto (each, a "Fund" and together, the "Funds") shall be composed
solely of Directors who are not "interested persons" of the Fund as defined in
Section 2(a)(19) of the Investment Company Act of 1940, as amended (the "1940
Act") and, with respect to those Funds listed on the New York Stock Exchange,
who are "independent" as defined in the New York Stock Exchange listing
standards ("Independent Directors"). The Board of Directors of the Fund (the
"Board") shall nominate the members of the Committee and shall designate the
Chairperson of the Committee. The Chairperson shall preside at each meeting of
the Committee.

RESPONSIBILITIES

     The Committee shall select and nominate persons for election or
appointment by the Board as Directors of the Fund.

EVALUATION OF POTENTIAL NOMINEES

     In evaluating a person as a potential nominee to serve as a Director of
the Fund, the Committee should consider among other factors it may deem
relevant:

     o    whether or not the person is an "interested person" as defined in the
          1940 Act and whether the person is otherwise qualified under
          applicable laws and regulations to serve as a Director of the Fund;

     o    whether or not the person has any relationships that might impair his
          or her independence, such as any business, financial or family
          relationships with Fund management, the investment manager of the
          Fund, other Fund service providers or their affiliates;

     o    whether or not the person serves on boards of, or is otherwise
          affiliated with, competing financial service organizations or their
          related mutual fund complexes;

     o    whether or not the person is willing to serve, and willing and able to
          commit the time necessary for the performance of the duties of a
          Director of the Fund;

     o    the contribution which the person can make to the Board and the Fund
          (or, if the person has previously served as a Director of the Fund,
          the contribution which the person made to the Board during his or her
          previous term of service), with consideration being given to the
          person's business and professional experience, education and such
          other factors as the Committee may consider relevant;

     o    the character and integrity of the person; and

     o    whether or not the selection and nomination of the person would be
          consistent with the requirements of the Fund's retirement policies.

     While the Committee is solely responsible for the selection and nomination
of Directors, the Committee may consider nominees recommended by Fund
stockholders as it deems appropriate. Stockholders who wish to


                                      B-1


recommend a nominee should send nominations to the Secretary of the Fund that
include all information relating to such person that is required to be
disclosed in solicitations of proxies for the election of Directors. The
recommendation must be accompanied by a written consent of the individual to
stand for election if nominated by the Board of Directors and to serve if
elected by the stockholders.

QUORUM

     A majority of the members of the Committee shall constitute a quorum for
the transaction of business, and the act of a majority of the members of the
Committee present at any meeting at which there is a quorum shall be the act of
the Committee.

NOMINATION OF DIRECTORS

     After a determination by the Committee that a person should be selected
and nominated as a Director of the Fund, the Committee shall present its
recommendation to the full Board for its consideration.

MEETINGS

     The Committee may meet either on its own or in conjunction with meetings
of the Board. Meetings of the Committee may be held in person, video conference
or by conference telephone. The Committee may take action by unanimous written
consent in lieu of a meeting.



Adopted: April 19, 2004


                                      B-2


                                                                     APPENDIX A
                    Salomon Brothers Series Funds Inc (SFS)

            Salomon Brothers Institutional Series Funds Inc (ISFS)

               Salomon Brothers Variable Series Funds Inc (VSFS)

              Salomon Brothers Capital and Income Fund Inc. (SCD)

            Salomon Brothers Emerging Markets Debt Fund Inc. (ESD)

        Salomon Brothers Emerging Markets Floating Rate Fund Inc. (EFL)

           Salomon Brothers Emerging Markets Income Fund Inc. (EMD)

          Salomon Brothers Emerging Markets Income Fund II Inc. (EDF)

              Salomon Brothers Global High Income Fund Inc. (EHI)

            Salomon Brothers Global Partners Income Fund Inc. (GDF)

                 Salomon Brothers High Income Fund Inc. (HIF)

                Salomon Brothers High Income Fund II Inc. (HIX)

             Salomon Brothers Inflation Management Fund Inc. (IMF)

              Salomon Brothers Municipal Partners Fund Inc. (MNP)

            Salomon Brothers Municipal Partners Fund II Inc. (MPT)

               Salomon Brothers Worldwide Income Fund Inc. (SBW)

    Salomon Brothers 2008 Worldwide Dollar Government Term Trust Inc. (SBG)

            Salomon Brothers Variable Rate Strategic Fund Inc. (GFY)



                                      B-3

ANNUAL MEETING OF STOCKHOLDERS OF

SALOMON BROTHERS INFLATION MANAGEMENT

FUND INC.

FEBRUARY 28, 2005

PLEASE DATE, SIGN AND MAIL
YOUR PROXY CARD IN THE
ENVELOPE PROVIDED AS SOON
AS POSSIBLE.

[arrow down] Please detach along perforated line and mail in the envelope provided. [arrow down]

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK
YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE. [X]

1. Election of Directors. Class I to serve until the 2006 Annual Meeting of
Stockholders. Class II to serve until the 2007 Annual Meeting of Stockholders
and Class III to serve until the 2008 Annual Meeting of Stockholders.

NOMINEES:
[ ] FOR ALL NOMINEES o Carol L. Colman Class I
o Daniel P. Cronin Class I
[ ] WITHHOLD AUTHORITY o Leslie H. Gelb Class II
FOR ALL NOMINEES o R. Jay Gerken Class II
o William R. Hutchinson Class II
[ ] FOR ALL EXCEPT o Riordan Roett Class III
(SEE INSTRUCTIONS o Jeswald W. Salacuse Class III
BELOW)

INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark
"FOR ALL EXCEPT" and fill in the circle next to each nominee you
wish to withhold, as shown here. o
-------------------------------------------------------------------------------

--------------------------------------------------------------------------------
To change the address on your account, please check the box at right and [ ]
indicate your new address in the address space above. Please note that
changes to the registered name(s) on the account may not be submitted via
this method.

2. Any other business that may properly come before the meeting.

The persons named as proxies are authorized to vote in their discretion on
any other business that may properly come before the Meeting.

PLEASE COMPLETE, SIGN AND DATE HEREON AND MAIL IN ACCOMPANYING POSTPAID
ENVELOPE.

Please check the box to the right if you will be attending the Meeting.

Signature of Stockholder: Date 2005
--------------------------------- ----------------

Signature:
(If jointly held) Date 2005
-------------------------- ----------------

Note: Please sign exactly as your name or names appear on this Proxy. When
shares are held jointly, each holder should sign. When signing as
executor, administrator, attorney, trustee or guardian, please give full
title as such. If the signer is a corporation, please sign full corporate
names by duly authorized officer giving full title as such. If signer is
a partnership, please sign in partnership name by authorized person.

SALOMON BROTHERS INFLATION MANAGEMENT FUND INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints R. Jay Gerken, Robert I. Frenkel, Robert M.
Nelson and William J. Renahan, and each of them, attorneys and proxies for the
undersigned, with full power of substitution and revocation to represent the
undersigned and to vote on behalf of the undersigned all shares of Salomon
Brothers Inflation Management Fund Inc. (the "Fund") which the undersigned is
entitled to vote at the Annual Meeting of Stockholders of the Fund to be held at
Citigroup Center, 153 East 53rd Street, 14th Floor, New York, New York on
February 28, 2005, at 3:30 p.m., and at any adjournments thereof. The
undersigned hereby acknowledges receipt of the Notice of Meeting and
accompanying Proxy Statement and hereby instructs said attorneys and proxies to
vote said shares as indicated hereon. In their discretion, the proxies are
authorized to vote upon such other business as may properly come before the
Meeting. A majority of the proxies present and acting at the Meeting in person
or by substitute (or, if only one shall be so present, then that one) shall have
and may exercise all of the power and authority of said proxies hereunder. The
undersigned hereby revokes any proxy previously given.

THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE
STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION
OF THE NOMINEES AS DIRECTOR.

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

(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)
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