UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-7066
SALOMON BROTHERS EMERGING MARKETS INCOME FUND INC.
(Exact name of registrant as specified in charter)
125 Broad Street, New York, NY 10004
(Address of principal executive offices) (Zip code)
Christina T. Sydor, Esq.
Salomon Brothers Asset Management Inc
300 First Stamford Place
Stamford, CT 06902
(Name and address of agent for service)
Registrant's telephone number, including area code: (800) 725-6666
Date of fiscal year end: AUGUST 31
Date of reporting period: AUGUST 31, 2003
ITEM 1. REPORT TO STOCKHOLDERS.
The Annual Report to Stockholders is filed herewith.
SALOMON BROTHERS EMERGING MARKETS INCOME FUND INC.
Letter from the Chairman
DEAR SHAREHOLDER,
The philosopher Bertrand Russell famously remarked that, "Change is one thing,
progress is another." You will notice in the following pages that we have begun
to implement some changes to your shareholder report and we will be reflecting
other changes in future reports. Our aim is to make meaningful improvements in
reporting on the management of your Fund and its performance, not just to enact
change for change's sake. Please bear with us during this transition period.
We know that you have questions about fund managers' decisions and plans, and we
want to be sure that you have easy access to the information you need. Keeping
investors informed is, and always will be, one of my top priorities as Chairman
of your Fund. To that end, we encourage you to contact Investor Relations at
1-800-SALOMON. We have also included a separate Manager Commentary along with
this report, which we hope will give you a better understanding of your Fund and
its management.
As always, thank you for entrusting your assets to us. We look forward to
helping you continue to meet your financial goals. Please read on to learn more
about your Fund's performance and the Manager's strategy
Sincerely,
/s/ R. Jay Gerken, CFA
R. Jay Gerken, CFA
Chairman and Chief Executive Officer
September 16, 2003
SALOMON BROTHERS EMERGING MARKETS INCOME FUND INC.
Manager Overview
Performance Review
During the 12 months ended August 31, 2003, the Salomon Brothers Emerging
Markets Income Fund Inc. ("Fund") distributed dividends to shareholders totaling
$1.65 per share. The table below shows the 12-month total return based on the
Fund's August 31, 2003 net asset value ("NAV") per share and its New York Stock
Exchange ("NYSE") closing price. i PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE
RESULTS.
PRICE 12-MONTH
PER SHARE TOTAL RETURN ii
_______________ _______________
$15.56 (NAV) 48.99%
$16.80 (NYSE) 53.82%
Based on NAV, the Fund outperformed the average of its Lipper peer group of
closed-end emerging markets debt funds, which returned 39.15%, as well as the
unmanaged J.P. Morgan Emerging Markets Bond Index Plus ("EMBI+") iii, which
returned 30.32% for the same period. The Fund has consistently generated solid
returns and ranked #1 within its Lipper peer group by returning 18.46% on an
annualized basis since the Fund's inception in October 1992, and it was one of
the top-performing funds for one-, three-, five- and ten-year periods.
LIPPER RANKINGS FOR THE PERIOD ENDED AUGUST 31, 2003
AVERAGE RETURN OF FUNDS
FUND'S IN THE LIPPER CLOSED-END
PERFORMANCE FUND'S EMERGING MARKET DEBT
PERIOD BASED ON NAV LIPPER RANKING FUNDS CATEGORY
------ ------------ -------------- --------------------
1-Year 48.99% #3 of 12 39.15%
3-Year 17.35 #2 of 12 13.48
5-Year 33.58 #2 of 12 22.62
10-Year 16.27 #1 of 6 12.38
Since-inception (10/31/92) 18.46 #1 of 3 14.07
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS. Lipper is a major
independent mutual-fund tracking organization. Rankings are based on average
annual total returns assuming reinvestment of dividends and capital gains, as
of August 31, 2003. Each fund is ranked within a universe of funds similar in
portfolio characteristics and capitalizations, as defined by Lipper, Inc.
Rankings are based on performance that does not include commissions. Results
would have been less favorable had commissions been included.
SALOMON BROTHERS EMERGING MARKETS INCOME FUND INC.
EMERGING MARKETS DEBT OVERVIEW
The Fund's fiscal year ended August 31, 2003, was a very strong period for
emerging markets debt. Despite high volatility in global equity markets,
military conflict in Iraq and uncertainty surrounding several high-profile
elections in some emerging market countries, the markets started to rally last
October. The spreads on sovereign debt, a common gauge of risk premium
representing the difference between yield on emerging markets debt and U.S.
Treasuries, tightened by 537 basis points iv since the end of last September and
382 basis points over the reporting period. Spreads on emerging market debt
securities closed the fiscal year at 504 basis points over U.S. Treasuries.
The 10-month rally in emerging markets debt came to a halt in mid-June due to
the sell-off in the U.S. Treasury market. The yield on 10-year U.S. Treasuries
(which moves inversely to the securities' price) increased from 3.11% on June
13th, the lowest level in 45 years, to 4.41% by the end of July, closing the
period at 4.47% on August 31st. As a result, in July the EMBI+ posted negative
monthly returns for the first time since last September. Negative returns in a
spread-tightening environment underscored the impact that the weakness in the
U.S. Treasury market had on emerging markets debt.
Despite this recent setback, overall emerging market performance during the
fiscal year was strong and all countries in the EMBI+ posted positive returns
for the period. The returns were heavily influenced by returns in Latin American
countries as markets welcomed ambitious political and economic reform programs
introduced by the newly elected leaders of Brazil and Ecuador. During the
period, Brazil and Ecuador posted impressive gains of 65.83% and 58.16%,
respectively. The market rally was also supported by higher oil prices, which is
an important source of revenues for many oil-exporting countries in the emerging
markets.
Factors Impacting Fund Performance
The Fund's performance benefited from our barbell investment strategy of
overweighting more stable credits, such as Panama and Bulgaria, with overweights
in selective issuers which we believed had more spread-compression potential
(e.g. Ecuador, Brazil and Colombia). The more stable credits did well during a
volatile U.S. Treasury environment. Our more credit-sensitive overweights
performed well during the market rally as their improving fundamentals drove
spreads tighter. Our Brazil overweight in particular was a major contributor to
the Fund's performance this year, both on an absolute and relative basis, as
Brazil constitutes a large percentage of the EMBI+ Index (approximately 21%) and
returned 65.83% during the period. The Fund's performance was positively
impacted to a significant extent by the use of leverage. v
LOOKING FOR ADDITIONAL INFORMATION?
The Fund is traded under the symbol "EMD" and its closing market price is
available in most newspapers under the New York Stock Exchange listings. The
daily NAV is available online under symbol XEMDX. Barron's and The Wall Street
Journal's Monday editions carry closed-end fund tables that will provide
additional information. In addition, the Fund issues a quarterly allocation
press release that can be found on most major financial web sites.
SALOMON BROTHERS EMERGING MARKETS INCOME FUND INC.
In a continuing effort to provide information concerning the Fund, shareholders
may call 1-888-777-0102 or 1-800-SALOMON (toll free), Monday through Friday from
8:00 a.m. to 6:00 p.m. Eastern Time (ET), for the Fund's current NAV, market
price and other information regarding the Fund's portfolio holdings and
allocations.
Thank you for your investment in the Salomon Brothers Emerging Markets Income
Fund Inc. We appreciate that you have entrusted us to manage your money and
value our relationship with you.
Sincerely,
/s/ Peter J. Wilby, CFA /s/ James E. Craig, CFA
Peter J. Wilby, CFA James E. Craige, CFA
President Executive Vice President
September 16, 2003
The information provided in this letter by the Manager is not intended to be a
forecast of future events, a guarantee of future results or investment advice.
Views expressed may differ from those of the firm as a whole.
Portfolio holdings and breakdowns are as of August 31, 2003 and are subject to
change. Please refer to pages 5 through 8 for a list and percentage breakdown of
the Fund's holdings.
i NAV is a price that reflects the value of the Fund's underlying portfolio.
However, the price at which an investor may buy or sell shares of the Fund
is at the Fund's market price as determined by supply of and demand for the
Fund's common shares.
ii Total returns are based on changes in NAV or the market price,
respectively. Total returns assume the reinvestment of all dividends and/or
capital gains distributions in additional shares.
iii The EMBI+ is a total return index that tracks the traded market for U.S.
dollar-denominated Brady and other similar sovereign restructured bonds
traded in the emerging markets. Please note that an investor cannot invest
directly in an index.
iv A basis point is one one-hundredth (1/100 or 0.01) of one percent.
v Leverage will magnify gains and disproportionately increase losses in the
Fund's portfolio.
SALOMON BROTHERS EMERGING MARKETS INCOME FUND INC.
Schedule of Investments
August 31, 2003
FACE
AMOUNT+ SECURITY(a) VALUE
----------------------------------------------------------------------------------------------------
U.S. Government Agency and Obligation -- 4.7%
4,000,000 U.S. Treasury Notes, 2.000% due 8/31/05 (Cost-- $4,003,125) ... $ 4,004,532
-----------
Sovereign Bonds -- 84.1%
ARGENTINA -- 0.0%
50 ARS Republic of Argentina, 10.000% due 9/19/08 (b)................. 5
-----------
BRAZIL -- 24.2%
Federal Republic of Brazil:
900,000 9.375% due 4/7/08............................................ 903,150
150,000 11.000% due 1/11/12.......................................... 150,750
350,000 8.875% due 4/15/24........................................... 269,937
425,000 10.125% due 5/15/27.......................................... 367,731
1,452,000 12.250% due 3/6/30 .......................................... 1,455,630
1,089,798 C Bond, 8.000% due 4/15/14 .................................. 981,159
16,775,000 DCB, Series L, 2.1875% due 4/15/12 (c) ...................... 13,514,359
1,588,235 NMB, Series L, 2.1875% due 4/15/09 (c) ...................... 1,407,574
1,661,538 Series L, 2.125% due 4/15/09 (c) ............................ 1,445,538
-----------
20,495,828
-----------
BULGARIA -- 3.9%
Republic of Bulgaria:
1,680,000 8.250% due 1/15/15 .......................................... 1,856,400
1,450,000 Discount Bond, Series A, 1.9375% due 7/28/24 (c) ............ 1,402,875
-----------
3,259,275
-----------
COLOMBIA -- 4.8%
Republic of Colombia:
1,800,000 7.625% due 2/15/07 .......................................... 914,750
725,000 10.000% due 1/23/12.......................................... 785,719
550,000 10.750% due 1/15/13.......................................... 621,225
525,000 10.750% due 2/25/20.......................................... 618,187
100,000 8.375% due 2/15/27........................................... 89,000
-----------
4,028,881
-----------
COSTA RICA -- 1.7%
Republic of Costa Rica:
200,000 6.914% due 1/31/08 (d)....................................... 216,000
750,000 8.050% due 1/31/13 (d)....................................... 811,875
350,000 9.995% due 8/1/20 (d)........................................ 413,875
-----------
1,441,750
-----------
ECUADOR -- 4.6%
Republic of Ecuador:
4,825,000 12.000% due 11/15/12 ........................................ 3,799,688
200,000 7.000% due 8/15/30 (c)....................................... 119,500
-----------
3,919,188
-----------
----------------------------------------------------------------------------------------------------
SEE NOTES TO FINANCIAL STATEMENTS.
PAGE 5
SALOMON BROTHERS EMERGING MARKETS INCOME FUND INC.
Schedule of Investments (continued)
August 31, 2003
FACE
AMOUNT+ SECURITY(a) VALUE
-----------------------------------------------------------------------------------------------------
EL SALVADOR -- 1.5%
Republic of El Salvador:
570,000 7.750% due 1/24/23 .......................................... $ 587,100
750,000 8.250% due 4/10/32 .......................................... 705,000
-----------
1,292,100
-----------
MEXICO -- 10.2%
United Mexican States:
4,275,000 8.125% due 12/30/19 ......................................... 4,617,000
3,725,000 8.300% due 8/15/31 .......................................... 4,008,100
-----------
8,625,100
-----------
PANAMA -- 4.8%
Republic of Panama:
1,300,000 9.625% due 2/8/11 ........................................... 1,469,000
1,200,000 9.375% due 1/16/23 .......................................... 1,284,000
950,000 8.875% due 9/30/27........................................... 969,000
275,000 9.375% due 4/1/29............................................ 313,500
-----------
4,035,500
-----------
PERU -- 4.6%
Republic of Peru:
925,000 9.875% due 2/6/15............................................ 1,029,063
1,000,000 FLIRB, 4.500% due 3/7/17 (c) ................................ 845,000
2,311,680 PDI Bond, 5.000% due 3/7/17 (c) ............................. 2,045,837
-----------
3,919,900
-----------
PHILIPPINES -- 4.6%
Republic of the Philippines:
500,000 8.375% due 3/12/09........................................... 524,375
675,000 9.000% due 2/15/13........................................... 702,000
225,000 9.375% due 1/18/17........................................... 240,469
2,200,000 10.625% due 3/16/25 ......................................... 2,428,250
-----------
3,895,094
-----------
RUSSIA -- 14.5%
Russian Government:
8,115,000 10.000% due 6/26/07 ......................................... 9,565,556
300,000 11.000% due 7/24/18.......................................... 399,000
2,500,000 5.000% due 3/31/30 (c) ...................................... 2,290,625
-----------
12,255,181
-----------
----------------------------------------------------------------------------------------------------
SEE NOTES TO FINANCIAL STATEMENTS.
PAGE 6
SALOMON BROTHERS EMERGING MARKETS INCOME FUND INC.
Schedule of Investments (continued)
August 31, 2003
FACE
AMOUNT+ SECURITY(a) VALUE
----------------------------------------------------------------------------------------------------
TURKEY -- 4.7%
Republic of Turkey:
2,375,000 11.500% due 1/23/12 ......................................... $ 2,553,125
275,000 11.000% due 1/14/13.......................................... 291,500
1,050,000 11.875% due 1/15/30 ......................................... 1,141,875
-----------
3,986,500
-----------
Total Sovereign Bonds (Cost -- $65,834,357)................... 71,154,302
-----------
Loan Participations (c)(e) -- 4.2%
3,725,848 Kingdom of Morocco, Tranche A, 2.03125% due 1/2/09
(CS First Boston Inc., J.P. Morgan Chase & Co.,
UBS Financial Services Inc.) (Cost -- $3,455,652)............ 3,595,443
-----------
Corporate Bonds -- 4.7%
PEMEX Project Funding Master Trust:
450,000 6.125% due 8/15/08 (d)....................................... 466,312
1,500,000 9.125% due 10/13/10 ......................................... 1,755,000
1,250,000 8.000% due 11/15/11 ......................................... 1,368,750
375,000 7.375% due 12/15/14 (d)...................................... 386,250
-----------
Total Corporate Bonds (Cost -- $3,697,038).................... 3,976,312
-----------
WARRANTS
-------------
Warrants (d)(f) -- 0.0%
500 Asia Pulp & Paper (Exercise price of $7.8375 per share expiring
on 3/15/05. Each warrant exercisable for 12.914 shares of
Asia Pulp & Paper.) (Cost -- $0)......................... 0
-----------
----------------------------------------------------------------------------------------------------
SEE NOTES TO FINANCIAL STATEMENTS.
PAGE 7
SALOMON BROTHERS EMERGING MARKETS INCOME FUND INC.
Schedule of Investments (continued)
August 31, 2003
FACE
AMOUNT SECURITY(a) VALUE
----------------------------------------------------------------------------------------------------
Repurchase Agreements -- 2.3%
$ 433,000 Greenwich Capital Markets LLC, 0.920% due 9/2/03; Proceeds at
maturity -- $433,044; (Fully collateralized by U.S. Treasury
Notes, 4.875% due 2/5/12; Market value -- $442,550) .......... $ 433,000
1,500,000 State Street Bank and Trust Co., 0.930% due 9/2/03; Proceeds at
maturity -- $1,500,155; (Fully collateralized by U.S. Treasury
Notes, 2.125% due 8/31/04; Market value -- $1,533,219) ....... 1,500,000
-----------
Total Repurchase Agreements (Cost -- $1,933,000)................ 1,933,000
-----------
Total Investments -- 100.0% (Cost -- $78,923,172*).............. $84,663,589
===========
------------
+ Face amount denominated in U.S. dollars unless otherwise indicated.
(a) All securities are segregated as collateral pursuant to loan agreement.
(b) Security is currently in default.
(c) Rate shown reflects current rate on instruments with variable rates or step
coupon rates.
(d) Security is exempt from registration under Rule 144A of the Securities Act
of 1933. This security may be resold in transactions that are exempt from
registration, normally to qualified institutional buyers.
(e) Participation interests were acquired through the financial institutions
indicated parenthetically.
(f) Non-income producing security.
* Aggregate cost for Federal income tax purposes is $79,094,234.
Abbreviations used in this schedule:
-------------------------------------------
ARS -- Argentina Peso
C Bond -- Capitalization Bond
DCB -- Debt Conversion Bond
FLIRB -- Front Loaded Interest Reduction Bond
NMB -- New Money Bond
PDI -- Past Due Interest
--------------------------------------------------------------------------------
SEE NOTES TO FINANCIAL STATEMENTS.
PAGE 8
SALOMON BROTHERS EMERGING MARKETS INCOME FUND INC.
Statement of Assets and Liabilities
August 31, 2003
Assets:
Investments, at value (Cost -- $78,923,172)........................................ $84,663,589
Cash............................................................................... 121
Receivable for securities sold..................................................... 4,163,565
Interest receivable................................................................ 1,314,446
Prepaid expenses................................................................... 8,553
-----------
TOTAL ASSETS....................................................................... 90,150,274
-----------
Liabilities:
Loan payable (Note 4).............................................................. 20,000,000
Payable for securities purchased................................................... 6,004,156
Loan interest payable.............................................................. 76,301
Management fee payable ............................................................ 25,137
Accrued expenses................................................................... 220,705
-----------
TOTAL LIABILITIES.................................................................. 26,326,299
-----------
TOTAL NET ASSETS..................................................................... $63,823,975
===========
Net Assets:
Common stock ($0.001 par value, 100,000,000 shares authorized;
4,101,946 shares outstanding).................................................... $ 4,102
Capital paid in excess of par value ............................................... 56,767,747
Overdistributed net investment income.............................................. (81,482)
Accumulated net realized gain from investment transactions ........................ 1,393,191
Net unrealized appreciation of investments......................................... 5,740,417
-----------
TOTAL NET ASSETS..................................................................... $63,823,975
===========
Net Asset Value, per share ($63,823,975 / 4,101,946 shares).......................... $15.56
======
-----------------------------------------------------------------------------------------------------
SEE NOTES TO FINANCIAL STATEMENTS.
PAGE 9
SALOMON BROTHERS EMERGING MARKETS INCOME FUND INC.
Statement of Operations
For the Year Ended August 31, 2003
INCOME:
Interest .......................................................................... $ 7,810,714
-----------
EXPENSES:
Management fee (Note 2)............................................................ 542,418
Interest expense (Note 4).......................................................... 501,591
Audit and legal.................................................................... 200,215
Shareholder communications......................................................... 80,862
Advisory fee (Note 2).............................................................. 68,240
Directors' fees.................................................................... 30,902
Custody............................................................................ 25,493
Listing fees....................................................................... 21,575
Loan fees.......................................................................... 18,000
Transfer agent fees................................................................ 16,741
Other.............................................................................. 23,919
-----------
TOTAL EXPENSES..................................................................... 1,529,956
-----------
NET INVESTMENT INCOME................................................................ 6,280,758
-----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS,
OPTIONS AND FOREIGN CURRENCIES (NOTES 3, 7 AND 8):
Realized Gain (Loss) From:
Investment transactions ......................................................... 3,606,252
Options purchased................................................................ 700,208
Foreign currency transactions.................................................... (19,082)
-----------
NET REALIZED GAIN.................................................................. 4,287,378
-----------
Change in Net Unrealized Appreciation of Investments:
Investments ..................................................................... 11,499,604
Foreign currencies............................................................... 20,009
-----------
INCREASE IN NET UNREALIZED APPRECIATION............................................ 11,519,613
-----------
NET GAIN ON INVESTMENTS ............................................................. 15,806,991
-----------
INCREASE IN NET ASSETS FROM OPERATIONS .............................................. $22,087,749
===========
----------------------------------------------------------------------------------------------------
SEE NOTES TO FINANCIAL STATEMENTS.
PAGE 10
SALOMON BROTHERS EMERGING MARKETS INCOME FUND INC.
Statements of Changes in Net Assets
For the Years Ended August 31,
2003 2002
----------------------------------------------------------------------------------------------------
OPERATIONS:
Net investment income............................................. $ 6,280,758 $ 6,777,592
Net realized gain (loss).......................................... 4,287,378 (1,433,598)
Increase (decrease) in net unrealized appreciation................ 11,519,613 (3,178,046)
------------ -------------
INCREASE IN NET ASSETS FROM OPERATIONS............................ 22,087,749 2,165,948
------------ -------------
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income............................................. (6,737,049) (6,689,090)
------------ -------------
DECREASE IN NET ASSETS FROM DISTRIBUTIONS TO SHAREHOLDERS......... (6,737,049) (6,689,090)
------------ -------------
FUND SHARE TRANSACTIONS:
Proceeds from shares issued on reinvestment of dividends
(30,843 and 28,215 shares issued, respectively)................. 424,701 362,926
------------ -------------
INCREASE IN NET ASSETS FROM FUND SHARE TRANSACTIONS............... 424,701 362,926
------------ -------------
INCREASE (DECREASE) IN NET ASSETS................................... 15,775,401 (4,160,216)
NET ASSETS:
Beginning of year................................................. 48,048,574 52,208,790
------------ -------------
END OF YEAR*...................................................... $ 63,823,975 $ 48,048,574
============ =============
* Includes undistributed (overdistributed) net investment income of: $(81,482) $329,425
============ =============
---------------------------------------------------------------------------------------------------
SEE NOTES TO FINANCIAL STATEMENTS.
PAGE 11
SALOMON BROTHERS EMERGING MARKETS INCOME FUND INC.
Statement of Cash Flows
For the Year Ended August 31, 2003
CASH FLOWS PROVIDED (USED) BY OPERATING
AND INVESTING ACTIVITIES:
Interest received.................................................................. $ 7,262,189
Operating expenses paid............................................................ (946,963)
Net purchases of short-term investments............................................ (1,312,000)
Realized loss on foreign currency transactions..................................... (19,082)
Net change in unrealized depreciation on foreign currencies........................ 20,009
Net purchases of long-term investments............................................. (133,303,936)
Proceeds from disposition of long-term investments................................. 135,134,719
Interest paid on bank loans........................................................ (530,851)
------------
NET CASH FLOWS PROVIDED BY OPERATING AND INVESTING ACTIVITIES...................... 6,304,085
------------
CASH FLOWS PROVIDED (USED) BY FINANCING ACTIVITIES:
Cash dividends paid on Common Stock................................................ (6,737,049)
Proceeds from reinvestment of dividends............................................ 424,701
------------
NET CASH FLOWS USED BY FINANCING ACTIVITIES........................................ (6,312,348)
------------
NET DECREASE IN CASH................................................................. (8,263)
Cash, Beginning of year.............................................................. 8,384
------------
CASH, END OF YEAR.................................................................... $ 121
============
RECONCILIATION OF INCREASE IN NET ASSETS FROM OPERATIONS TO NET CASH FLOWS
PROVIDED BY OPERATING AND INVESTING ACTIVITIES:
INCREASE IN NET ASSETS FROM OPERATIONS............................................. $ 22,087,749
------------
Accretion of discount on securities................................................ (1,266,659)
Amortization of premium on investments............................................. 202,947
Increase in investments, at value.................................................. (19,338,021)
Decrease in interest receivable.................................................... 515,187
Decrease in prepaid expenses....................................................... 4,619
Increase in payable for securities purchased....................................... 906,517
Decrease in receivable for securities sold......................................... 3,144,223
Decrease in interest payable on loan............................................... (29,260)
Increase in accrued expenses....................................................... 76,783
------------
TOTAL ADJUSTMENTS.................................................................. (15,783,664)
------------
NET CASH FLOWS PROVIDED BY OPERATING AND INVESTING ACTIVITIES........................ $ 6,304,085
============
-----------------------------------------------------------------------------------------------------------
SEE NOTES TO FINANCIAL STATEMENTS.
PAGE 12
SALOMON BROTHERS EMERGING MARKETS INCOME FUND INC.
Notes to Financial Statements
Note 1. Organization and Significant Accounting Policies
Salomon Brothers Emerging Markets Income Fund Inc. ("Fund"), formerly known as
The Emerging Markets Income Fund Inc, was incorporated in Maryland on July 30,
1992 and is registered as a non-diversified, closed-end, management investment
company under the Investment Company Act of 1940, as amended. The Board of
Directors authorized 100 million shares of $0.001 par value common stock. The
Fund's primary investment objective is to seek high current income. As a
secondary objective, the Fund seeks capital appreciation. In pursuit of these
objectives, the Fund under normal conditions invests at least 80% of its net
assets plus any borrowings for investment purposes in debt securities of
governments and government-related issuers located in emerging market countries
(including participations in loans between governments and financial
institutions), and of entities organized to restructure outstanding debt of such
issuers, and in debt securities of corporate issuers located in emerging market
countries.
The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements. The
policies are in conformity with accounting principles generally accepted in the
United States of America ("GAAP"). The preparation of financial statements in
accordance with GAAP requires management to make estimates and assumptions that
affect the reported amounts and disclosures in the financial statements. Actual
results may differ from those estimates.
(a) SECURITIES VALUATION. In valuing the Fund's assets, all securities and
options for which market quotations are readily available are valued (i) at the
last sale price prior to the time of determination if there was a sale on the
date of determination, (ii) at the mean between the last current bid and asked
price if there was no sales price on such date and bid and asked quotations are
available, and (iii) at the bid price if there was no sales price on such date
and only bid quotations are available. Publicly traded foreign government debt
securities are typically traded internationally in the over-the-counter market,
and are valued at the mean between the last current bid and asked price as of
the close of business of that market. However, where the spread between bid and
asked price exceeds five percent of the par value of the security, the security
is valued at the bid price. Securities may also be valued by independent pricing
services which use prices provided by market-makers or estimates of market
values obtained from yield data relating to instruments or securities with
similar characteristics. Short-term investments having a maturity of 60 days or
less are valued at amortized cost, unless the Board of Directors determines that
such valuation does not constitute fair value. Securities for which reliable
quotations are not readily available and all other securities and assets are
valued at fair value as determined in good faith by, or under procedures
established by, the Board of Directors.
(b) SECURITIES TRANSACTIONS AND INVESTMENT INCOME. Securities transactions are
recorded on the trade date. Interest income is accrued on a daily basis.
Discount and premium on securities purchased is accreted and amortized on an
effective yield basis over the life of the security. The Fund uses the specific
identification method for determining realized gain or loss on investments sold.
PAGE 13
SALOMON BROTHERS EMERGING MARKETS INCOME FUND INC.
Notes to Financial Statements (continued)
c) FOREIGN CURRENCY TRANSLATION. The books and records of the Fund are
maintained in U.S. dollars. Portfolio securities and other assets and
liabilities denominated in foreign currencies are translated into U.S. dollar
amounts at the date of valuation using the 12:00 noon rate of exchange reported
by Reuters. Purchases and sales of portfolio securities and income and expense
items denominated in foreign currencies are translated into U.S. dollars at
rates of exchange prevailing on the respective dates of such transactions. Net
realized gains and losses on foreign currency transactions represent net gains
and losses from sales and maturities of forward currency contracts, disposition
of foreign currencies, currency gains and losses realized between the trade and
settlement dates on securities transactions and the difference between the
amount of income accrued and the U.S. dollar equivalent amount actually
received. The Fund does not isolate that portion of gains and losses on
investments which is due to changes in foreign exchange rates from that which is
due to changes in market prices of the securities. Such fluctuations are
included with the net realized and unrealized gain or loss from investments.
However, pursuant to U.S. Federal income tax regulations, certain net foreign
exchange gains/losses included in realized gain/loss are included in or are a
reduction of ordinary income for Federal income tax purposes.
(d) FEDERAL INCOME TAXES. It is the Fund's intention to continue to meet the
requirements of the Internal Revenue Code applicable to regulated investment
companies and to distribute substantially all of its taxable income and capital
gains, if any, to its shareholders. Therefore, no Federal income tax or excise
tax provision is required.
(e) REPURCHASE AGREEMENT. The Fund purchases, and the custodian takes possession
of, U.S. government securities from securities dealers subject to agreements to
resell the securities to the sellers at a future date (generally, the next
business day) at an agreed-upon higher repurchase price. The Fund requires
continual maintenance of the market value (plus accrued interest) of the
collateral in amounts equal to the repurchase price.
(f) DISTRIBUTION OF INCOME AND GAINS. The Fund declares and pays dividends to
shareholders quarterly from net investment income. Net realized gains, if any,
in excess of loss carryovers are expected to be distributed annually. Dividends
and distributions to shareholders are recorded on the ex-dividend date. The
amount of dividends and distributions from net investment income and net
realized gains are determined in accordance with Federal income tax regulations,
which may differ from GAAP due primarily to differences in the treatment of
foreign currency gains/losses and deferral of wash sales and post-October losses
incurred by the Fund. These "book/tax" differences are either considered
temporary or permanent in nature. To the extent these differences are permanent
in nature, such amounts are reclassified within the capital accounts based on
their Federal income tax basis treatment; temporary differences do not require
reclassification. Dividends and distributions which exceed net investment income
and net realized capital gains for tax purposes are reported as tax return of
capital.
PAGE 14
SALOMON BROTHERS EMERGING MARKETS INCOME FUND INC.
Notes to Financial Statements (continued)
(g) CASH FLOW INFORMATION. The Fund invests in securities and distributes
dividends from net investment income and net realized gains from investment
transactions which are paid in cash. These activities are reported in the
statement of changes in net assets. Additional information on cash receipts and
cash payments is presented in the statement of cash flows.
(h) YEAR END TAX RECLASSIFICATIONS. The character of income and gains to be
distributed is determined in accordance with income tax regulations which may
differ from GAAP. At August 31, 2003, reclassifications were made to the capital
accounts of the Fund to reflect permanent book/tax differences and income and
gains available for distributions under income tax regulations. Net investment
income, net realized loss and net assets were not affected by this change.
Note 2. Management and Advisory Fees and Other Transactions
For the period from September 1, 2002 through December 15, 2002, the Fund was a
party to an investment advisory agreement with PIMCO Funds Advisors LLC
("PIMCO"), an indirect wholly-owned subsidiary of Allianz Dresdner Asset
Management of America L.P., formerly known as PIMCO Advisors L.P., a
wholly-owned subsidiary of Allianz AG, pursuant to which PIMCO, among other
things, supervised the Fund's investment program, including advising and
consulting with the Fund's investment manager regarding the Fund's overall
investment strategy. During that same period, the Fund was also a party to a
management and administration agreement with Salomon Brothers Asset Management
Inc ("SBAM"), an indirect wholly-owned subsidiary of Citigroup Inc.
("Citigroup"), pursuant to which SBAM, among other things, was responsible for
the day-to-day management of the Fund's portfolio, including making investment
strategy decisions for the Fund and managing and investing the assets of the
Fund in accordance with its stated policies. SBAM also provided administration
and stockholder services for the Fund pursuant to the agreement.
Effective December 16, 2002, the Fund entered into a new investment advisory and
administration agreement with SBAM. Under the terms of the new investment
advisory and administration agreement, which was approved by shareholders at the
Annual Meeting of Stockholders held on December 11, 2002, SBAM provides all
management, advisory and administration services for the Fund. PIMCO has ceased
to act as investment adviser for the Fund. SBAM has delegated certain
administrative services to Smith Barney Fund Management LLC ("SBFM"), another
indirect wholly-owned subsidiary of Citigroup and an affiliate of SBAM, pursuant
to a Sub-Administration Agreement between SBAM and SBFM.
The Fund currently pays SBAM a monthly fee at an annual rate of 1.05% of the
Fund's average weekly net assets for its services. Prior to December 16, 2002,
the Fund paid PIMCO an advisory fee calculated at an annual rate of 0.50% of the
Fund's average weekly net assets and paid SBAM a management fee calculated at an
annual rate of 0.70% of the Fund's average weekly net assets.
At August 31, 2003, Citigroup Global Markets Inc., formerly known as Salomon
SmithBarney Inc., another indirect wholly-owned subsdiary of Citigroup, held 10
shares of the Fund.
Certain officers and/or Directors of the Fund are officers and/or Directors of
SBAM.
PAGE 15
SALOMON BROTHERS EMERGING MARKETS INCOME FUND INC.
Notes to Financial Statements (continued)
Note 3. Portfolio Activity
For the year ended August 31, 2003, the aggregate cost of purchases and proceeds
from sales of investments (including maturities of long-term investments, but
excluding short-term investments) were as follows:
Purchases ..................................................... $133,787,536
============
Sales ......................................................... $130,867,372
============
At August 31, 2003, the aggregate gross unrealized appreciation and depreciation
of investments for Federal income tax purposes were as follows:
Gross unrealized appreciation ................................. $ 6,026,556
Gross unrealized depreciation ................................. (457,201)
------------
Gross unrealized depreciation ................................. (457,201)
Net unrealized appreciation ................................... $ 5,569,355
============
Note 4. Loan
At August 31, 2003, the Fund had $20,000,000 outstanding of an available
$23,000,000 loan pursuant to a revolving credit and security agreement with CXC
LLC ("CXC"), an affiliate of Citigroup, a commercial paper conduit issuer for
which Citicorp North America, Inc., an affiliate of SBAM, acts as the
administrative agent. The loans generally bear interest at a variable rate based
on the weighted average interest rates of the underlying commercial paper or
LIBOR, plus any applicable margin. Securities held by the Fund are subject to a
lien, granted to the lenders, to the extent of the borrowing outstanding and any
additional expenses.
Note 5. Loan Participations/Assignments
The Fund invests in fixed and floating rate loans arranged through private
negotiations between a foreign sovereign entity and one or more financial
institutions ("lenders"). The Fund's investment in any such loan may be in the
form of a participation in or an assignment of the loan. At August 31, 2003, the
Fund held loan participations with a total cost of $3,455,652 and with a total
market value of $3,595,443.
In connection with purchasing loan participations, the Fund generally will have
no right to enforce compliance by the borrower with the terms of the loan
agreement relating to the loan, nor any rights of set-off against the borrower,
and the Fund may not benefit directly from any collateral supporting the loan in
which it has purchased the participation. As a result, the Fund will assume the
credit risk of both the borrower and the lender that is selling the
participation. In the event of the insolvency of the lender selling the
participation, the Fund may be treated as a general creditor of the lender and
may not benefit from any set-off between the lender and the borrower.
When the Fund purchases assignments from lenders, the Fund will acquire direct
rights against the borrower on the loan, except that under certain circumstances
such rights may be more limited than those held by the assigning lender.
PAGE 16
SALOMON BROTHERS EMERGING MARKETS INCOME FUND INC.
Notes to Financial Statements (continued)
Note 6. Credit and Market Risk
The yields of emerging market debt obligations reflect, among other things,
perceived credit risk. The Fund's investment in securities rated below
investment grade typically involves risks not associated with higher rated
securities including, among others, overall greater risk of timely and ultimate
payment of interest and principal, greater market price volatility and less
liquid secondary market trading. The consequences of political, social, economic
or diplomatic changes may have disruptive effects on the market prices of
investments held by the Fund. The Fund's investment in non-dollar-denominated
securities may also result in foreign currency losses caused by devaluations and
exchange rate fluctuations. At August 31, 2003, the Fund had a concentration of
risk in sovereign debt of emerging market countries.
The net asset value and/or market value per share of the Fund could be
negatively affected if the Fund were required to liquidate assets in other than
an orderly manner and/or in adverse market conditions to repay any bank loans
outstanding.
Note 7. Option Contracts
The Fund may from time to time enter into option contracts. Premiums paid when
put or call options are purchased by the Fund, represent investments, which are
marked-to-market daily. When a purchased option expires, the Fund will realize a
loss in the amount of the premium paid. When the Fund enters into a closing
sales transaction, the Fund will realize a gain or loss depending on whether the
proceeds from the closing sales transaction are greater or less than the premium
paid for the option. When the Fund exercises a put option, it will realize a
gain or loss from the sale of the underlying security and the proceeds from such
sale will be decreased by the premium originally paid. When the Fund exercises a
call option, the cost of the security which the Fund purchases upon exercise
will be increased by the premium originally paid.
At August 31, 2003, the Fund did not hold any purchased call or put option
contracts.
When the Fund writes a call or put option, an amount equal to the premium
received by the Fund is recorded as a liability, the value of which is
marked-to-market daily. When a written option expires, the Fund realizes a gain
equal to the amount of the premium received.
When the Fund enters into a closing purchase transaction, the Fund realizes a
gain or loss depending upon whether the cost of the closing transaction is
greater or less than the premium originally received, without regard to any
unrealized gain or loss on the underlying security, and the liability related to
such option is eliminated. When a written call option is exercised the proceeds
of the security sold will be increased by the premium originally received. When
a written put option is exercised, the amount of the premium originally received
will reduce the cost of the security which the Fund purchased upon exercise.
When written index options are exercised, settlement is made in cash.
PAGE 17
SALOMON BROTHERS EMERGING MARKETS INCOME FUND INC.
Notes to Financial Statements (continued)
The Fund enters into options for hedging purposes. The risk associated with
purchasing options is limited to the premium originally paid. The risk in
writing a covered call option is that the Fund gives up the opportunity to
participate in any increase in the price of the underlying security beyond the
exercise price. The risk in writing a put option is that the Fund is exposed to
the risk of loss if the market price of the underlying security declines. The
risk in writing a call option is that the Fund is exposed to the risk of loss if
the market price of the underlying security increases.
For the year ended August 31, 2003, the Fund did not enter into any written
covered call or put option contracts.
Note 8. Forward Foreign Currency Contracts
A forward foreign currency contract is a commitment to purchase or sell a
foreign currency at a future date at a negotiated forward rate. The contract is
marked-to-market to reflect the change in the currency exchange rate. The change
in market value is recorded by the Fund as an unrealized gain or loss. The Fund
records a realized gain or loss on delivery of the currency or at the time the
forward foreign currency contract is extinguished (compensated) by entering into
a closing transaction prior to delivery. This gain or loss, if any, is included
in net realized gain (loss) on foreign currency transactions.
The Fund enters into forward foreign currency contracts to facilitate settlement
of foreign currency denominated portfolio transactions or to manage foreign
currency exposure associated with foreign currency denominated securities.
Forward foreign currency contracts involve elements of market risk in excess of
the amount reflected in the statement of assets and liabilities. The Fund bears
the risk of an unfavorable change in the foreign exchange rate underlying the
forward foreign currency contract. Risks may also arise upon entering into these
contracts from the potential inability of the counterparties to meet the terms
of their contracts. The Fund bears the market risk that arises from changes in
foreign currency exchange rates.
At August 31, 2003, the Fund did not have any open forward foreign currency
contracts.
Note 9. Dividend Subsequent to August 31, 2003
On July 17, 2003, the Board of Directors of the Fund declared a common stock
dividend of $0.4125 per share from net investment income. The dividend is
payable on September 26, 2003 to shareholders of record on September 16, 2003.
Note 10. Capital Loss Carryforward
The Fund had $2,902,487 of capital losses realized after October 31, 2002, which
were deferred for tax purposes to the first day of the following fiscal year.
PAGE 18
SALOMON BROTHERS EMERGING MARKETS INCOME FUND INC.
Notes to Financial Statements (continued)
Note 11. Income Tax Information and Distributions to Shareholders
At August 31, 2003, the tax basis components of distributable earnings were:
Undistributed ordinary income ................................. $4,404,340
==========
Unrealized appreciation ....................................... $5,569,355
==========
The difference between book basis and tax basis unrealized appreciation is
attributable primarily to the tax treatment of discounts, amortization of
premiums and wash sales.
The tax character of distributions paid during the year ended August 31, 2003
was:
Ordinary income ............................................... $6,737,049
==========
PAGE 19
SALOMON BROTHERS EMERGING MARKETS INCOME FUND INC.
Financial Highlights
Data for a share of common stock outstanding throughout the year ended August
31, unless otherwise noted:
2003(1) 2002(1) 2001 2000 1999
--------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF YEAR....... $11.80 $12.91 $14.01 $ 11.16 $ 7.83
------ ------ ------ -------- ------
INCOME (LOSS) FROM OPERATIONS:
Net investment income(2)............... 1.54 1.67 1.68 1.72 1.88
Net realized and unrealized gain (loss)(2) 3.87 (1.13) (1.13) 2.78 3.83
------ ------ ------ -------- ------
Total Income From Operations............. 5.41 0.54 0.55 4.50 5.71
------ ------ ------ -------- ------
LESS DISTRIBUTIONS FROM:
Net investment income.................. (1.65) (1.65) (1.65) (1.65) (2.41)
Capital................................ -- -- -- -- (0.02)
------ ------ ------ -------- ------
Total Distributions...................... (1.65) (1.65) (1.65) (1.65) (2.43)
------ ------ ------ -------- ------
INCREASE IN NET ASSET VALUE
DUE TO SHARES ISSUED ON
REINVESTMENT OF DIVIDENDS.............. -- -- -- -- 0.05
------ ------ ------ -------- ------
NET ASSET VALUE, END OF YEAR............. $15.56 $11.80 $12.91 $14.01 $11.16
====== ====== ====== ======== ======
MARKET PRICE, END OF YEAR................ $16.80 $12.30 $13.15 $13.9375 $12.50
====== ====== ====== ======== ======
TOTAL RETURN, BASED ON MARKET
PRICE PER SHARE(3)..................... 53.82% 6.10% 7.14% 27.51% 62.97%
RATIOS TO AVERAGE NET ASSETS:
Total expenses, including interest
expense.............................. 2.72% 2.96% 4.76% 5.00% 5.03%
Total expenses, excluding interest
expense (operating expenses)......... 1.83% 1.51% 1.71% 1.73% 1.85%
Net investment income(2)............... 11.16% 13.24% 12.87% 13.33% 18.13%
SUPPLEMENTAL DATA:
Net assets, end of year (000s)......... $63,824 $48,049 $52,209 $56,313 $44,377
Portfolio turnover rate ............... 179% 168% 195% 136% 87%
Loan outstanding, end of year (000s)... $20,000 $20,000 $20,000 $20,000 $20,000
Weighted average loan (000s)........... $20,000 $20,000 $20,000 $20,000 $20,000
Weighted average interest rate on loans 2.51% 3.70% 7.94% 8.26% 6.48%
Before applicable reimbursement from
SBAM, net investment income per share and
expense ratios would have been:
Net investment income.................. -- $1.63 -- -- --
Expense ratio, including interest
expense.............................. -- 3.26% -- -- --
Expense ratio, excluding interest
expense (operating expenses)......... -- 1.81% -- -- --
--------------------------------------------------------------------------------------------------------------
(1) Per share amounts have been calculated using the monthly average shares
method.
(2) Effective September 1, 2001, the Fund adopted a change in the accounting
method that requires the Fund to amortize premiums and accrete all
discounts. Without the adoption of this change, for the year ended August
31, 2002, the net investment income, net realized and unrealized loss and
the ratio of net investment income to average net assets would have been
$1.68, $1.14 and 13.29%, respectively. Per share information, ratios and
supplemental data for the periods prior to September 1, 2001 have not been
restated to reflect this change in presentation.
(3) For the purpose of this calculation, dividends are assumed to be reinvested
at prices obtained under the Fund's dividend reinvestment plan and the
broker commissions paid to purchase or sell a share is excluded.
PAGE 20
SALOMON BROTHERS EMERGING MARKETS INCOME FUND INC.
Report of Independent Auditors
TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF
SALOMON BROTHERS EMERGING MARKETS INCOME FUND INC.
In our opinion, the accompanying statement of assets and liabilities, including
the schedule of investments, and the related statements of operations, of
changes in net assets and of cash flows and the financial highlights present
fairly, in all material respects, the financial position of SalomonBrothers
Emerging Markets Income Fund Inc. ("Fund") at August 31, 2003, the results of
its operations and cash flows for the year then ended, the changes in its net
assets for each of the two years in the period then ended and the financial
highlights for each of the five years in the period then ended, in conformity
with accounting principles generally accepted in the United States of America.
These financial statements and financial highlights (hereafter referred to as
"financial statements") are the responsibility of the Fund's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with auditing standards generally accepted in the United States of America,
which require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits, which included
confirmation of securities at August 31, 2003 by correspondence with the
custodian and brokers, provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
1177 Avenue of the Americas
New York, New York 10036
October 22, 2003
PAGE 21
SALOMON BROTHERS EMERGING MARKETS INCOME FUND INC.
Additional Information (unaudited)
INFORMATION ABOUT DIRECTORS AND OFFICERS
The business and affairs of Salomon Brothers Emerging Markets Income Fund Inc.
("Fund") are managed under the direction of the Board of Directors. Information
pertaining to the Directors and Officers of the Fund is set forth below.
NUMBER OF
PORTFOLIOS ADVISED
BY SBAM,(2)
TERM OF PRINCIPAL AND OVERSEEN BY
POSITION(S) OFFICE(1) AND OCCUPATION(S) DIRECTOR OTHER
HELD WITH LENGTH OF DURING PAST (INCLUDING DIRECTORSHIPS
NAME, ADDRESS AND AGE FUND(1) TIME SERVED 5 YEARS THE FUND) HELD BY DIRECTOR
--------------------------------------------------------------------------------------------------------
NON-INTERESTED DIRECTORS:
Carol L.Colman Director and Since President, 31 None
Colman Consulting Co. Member of 2003 Colman
278 Hawley Road the Audit Consulting Co.
North Salem, NY 10560 Committee,
Age 57 Class II
Daniel P. Cronin Director and Since Associate General 28 None
Pfizer Inc. Member of 2003 Counsel, Pfizer Inc.
235 East 42nd Street the Audit
New York, NY 10017 Committee,
Age 57 Class II
Leslie H. Gelb Director and Since President, Emeritus 33 Britannica.com;
The Council on Member of 1994 and Senior Board Director of two
Foreign Relations the Audit Fellow, The Council registered
58 East 68th Street Committee, on Foreign Relations; investment
New York, NY 10021 Class III formerly, Columnist, companies advised
Age 66 Deputy Editorial by Advantage
Page Editor and Advisers, Inc.
Editor, Op-Ed Page, ("Advantage")
The New York
Times
Riordan Roett Director and Since Professor and 30 The Latin America
The Johns Hopkins University Member of 1995 Director, Latin Equity Fund, Inc.
1740 Massachusetts Ave. NW the Audit America Studies
Washington, DC 20036 Committee, Program, Paul H.
Age 64 Class I Nitze School of
Advanced
International
Studies, The Johns
Hopkins University
Jeswald W. Salacuse Director and Since Henry J. Braker 30 Director of two
Tufts University Member of 1994 Professor of registered
The Fletcher School of Law the Audit Commercial Law investment
& Diplomacy Committee, and formerly Dean, companies advised
Packard Avenue Class I The Fletcher by Advantage
Medford, MA 02155 School of Law &
Age 65 Diplomacy, Tufts
University
PAGE 22
SALOMON BROTHERS EMERGING MARKETS INCOME FUND INC.
Additional Information (unaudited) (continued)
NUMBER OF
PORTFOLIOS ADVISED
BY SBAM,(2)
TERM OF PRINCIPAL AND OVERSEEN BY
POSITION(S) OFFICE(1) AND OCCUPATION(S) DIRECTOR OTHER
HELD WITH LENGTH OF DURING PAST (INCLUDING DIRECTORSHIPS
NAME, ADDRESS AND AGE FUND(1) TIME SERVED 5 YEARS THE FUND) HELD BY DIRECTOR
--------------------------------------------------------------------------------------------------------
INTERESTED DIRECTORS:
R. Jay Gerken, CFA Director, Since Managing Director 218 None
Citigroup Asset Management Chairman 2002 of Citigroup Global
("CAM") and Chief Markets Inc.
399 Park Avenue Executive Officer, ("CGM"); Chairman,
4th Floor Class III President, Chief
New York, NY 10022 Executive Officer
Age 52 and Director of
Smith Barney Fund
Management LLC
("SBFM"), Travelers
Investment Adviser,
Inc. ("TIA") and Citi
Fund Management
Inc. ("CFM"); Formerly
Portfolio Manager of
Smith Barney Allocation
Series Inc. (from 1996-
2001) and Smith Barney
Growth and Income Fund
(from 1996-2001)
OFFICERS:
Peter J. Wilby, CFA President Since Managing Director N/A N/A
CAM 2002 of CGM and Salomon
399 Park Avenue Brothers Asset
4th Floor Executive Vice 1994- Management Inc
New York, NY 10022 President 2002 ("SBAM")
Age 44
Lewis E. Daidone Executive Vice Since Managing Director N/A N/A
CAM President and 2002 of CGM; Director and
125 Broad Street Chief Senior Vice President
11th Floor Administrative of SBFM, TIA; Director
New York, NY 10004 Officer of CFM; Chief Financial
Age 46 Officer of certain
Executive Vice 1998- mutual funds affiliated
President and 2002 with Citigroup Inc.
Treasurer ("Citigroup") and
formerly Treasurer of the
mutual funds affiliated
with Citigroup
James E. Craige, CFA Executive Vice Since Managing Director N/A N/A
CAM President 1999 of CGM and SBAM;
399 Park Avenue, 4th Floor Director of CGM
New York, NY 10022 and SBAM
Age 35
PAGE 23
SALOMON BROTHERS EMERGING MARKETS INCOME FUND INC.
Additional Information (unaudited) (continued)
NUMBER OF
PORTFOLIOS ADVISED
BY SBAM,(2)
TERM OF PRINCIPAL AND OVERSEEN BY
POSITION(S) OFFICE(1) AND OCCUPATION(S) DIRECTOR OTHER
HELD WITH LENGTH OF DURING PAST (INCLUDING DIRECTORSHIPS
NAME, ADDRESS AND AGE FUND(1) TIME SERVED 5 YEARS THE FUND) HELD BY DIRECTOR
--------------------------------------------------------------------------------------------------------
Thomas K. Flanagan, CFA Executive Vice Since Managing Director N/A N/A
CAM President 1994 of CGM and SBAM
399 Park Avenue
4th Floor
New York, NY 10022
Age 50
Frances M. Guggino Controller Since Vice President N/A N/A
CAM 2002 of CGM
125 Broad Street
10th Floor
New York, NY 10004
Age 45
Christina T. Sydor Secretary Since Managing Director N/A N/A
CAM 1998 of CGM; General
300 First Stamford Place Counsel and
4th Floor Secretary of
Stamford, CT 06902 SBFM and TIA
Age 52
--------------------------------------------------------------------------------
(1) The 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 in the year 2006, year 2004
and year 2005, respectively, or thereafter in each case when their
respective successors are duly elected and qualified. The Fund's executive
officers are chosen each year at the first meeting of the Fund's Board of
Directors following the Annual Meeting of Stockholders, to hold office
until the meeting of the Board following the next Annual Meeting of
Stockholders and until their successors are duly elected and qualified.
(2) Number of portfolios advised by SBAM or affiliates of SBAM.
PAGE 24
SALOMON BROTHERS EMERGING MARKETS INCOME FUND INC.
Additional Stockholder Information (unaudited)
Results of Annual Meeting of Stockholders
The Fund held its Annual Meeting of Stockholders on December 11, 2002, for the
approval of a new Investment Advisory and Administration Agreement and for the
purpose of voting upon the election of R. Jay Gerken and Leslie H. Gelb as Class
III Directors of the Fund, to serve until the 2005 Annual Meeting of
Stockholders. The following table provides information concerning the matter
voted upon at the Meeting.
1. Approval of New Investment Advisory and Administration Agreement
Votes For Votes Withheld Votes Against
--------- -------------- -------------
3,849,764 30,481 37,153
2. Election of Directors*
Nominee Votes For Votes Withheld
--------- --------------
Class III - to serve until the year 2005
R. Jay Gerken 3,852,340 65,058
Leslie H. Gelb 3,868,040 49,358
* The following Directors, representing the balance of the Board of Directors,
continue to serve as Directors: Carol L. Colman, Daniel P. Cronin, Riordan Roett
and Jeswald W. Salacuse.
Tax Information (unaudited)
For Federal tax purposes the Fund hereby designated for the fiscal year ended
August 31, 2003:
o A total of 0.06% of the ordinary dividends paid by the Fund from net
investment income are derived from Federal obligations and may be exempt
from taxation at the state level.
PAGE 25
SALOMON BROTHERS EMERGING MARKETS INCOME FUND INC.
FORM OF TERMS AND CONDITIONS OF AMENDED AND RESTATED DIVIDEND REINVESTMENT AND
CASH PURCHASE PLAN (UNAUDITED)
Pursuant to certain rules of the Securities and
Exchange Commission, the following additional disclosure is provided.
Each shareholder holding shares of common stock ("Shares") of Salomon Brothers
Emerging Markets Income Fund Inc. ("Fund"), formerly known as The Emerging
Markets Income Fund Inc, will be deemed to have elected to be a participant in
the Amended and Restated Dividend Reinvestment and Cash Purchase Plan ("Plan"),
unless the shareholder specifically elects in writing (addressed to the Agent at
the address below or to any nominee who holds Shares for the shareholder in its
name) to receive all income dividends and distributions of capital gains in
cash, paid by check, mailed directly to the record holder by or under the
direction of American Stock Transfer & Trust Company as the Fund's
dividend-paying agent ("Agent"). A shareholder whose Shares are held in the name
of a broker or nominee who does not provide an automatic reinvestment service
may be required to take such Shares out of "street name" and register such
Shares in the shareholder's name in order to participate, otherwise dividends
and distributions will be paid in cash to such shareholder by the broker or
nominee. Each participant in the Plan is referred to herein as a "Participant."
The Agent will act as Agent for each Participant, and will open accounts for
each Participant under the Plan in the same name as their Shares are registered.
Unless the Fund declares a dividend or distribution payable only in the form of
cash, the Agent will apply all dividends and distributions in the manner set
forth below.
If, on the determination date, the market price per Share equals or exceeds the
net asset value per Share on that date (such condition, a "market premium"), the
Agent will receive the dividend or distribution in newly issued Shares of the
Fund on behalf of Participants. If, on the determination date, the net asset
value per Share exceeds the market price per Share (such condition, a "market
discount"), the Agent will purchase Shares in the open-market. The determination
date will be the fourth New York Stock Exchange trading day (a New York Stock
Exchange trading day being referred to herein as a "Trading Day") preceding the
payment date for the dividend or distribution. For purposes herein, "market
price" will mean the average of the highest and lowest prices at which the
Shares sell on the New York Stock Exchange on the particular date, or if there
is no sale on that date, the average of the closing bid and asked quotations.
Purchases made by the Agent will be made as soon as practicable commencing on
the Trading Day following the determination date and terminating no later than
30 days after the dividend or distribution payment date except where temporary
curtailment or suspension of purchase is necessary to comply with applicable
provisions of federal securities law; provided, however, that such purchases
will, in any event, terminate on the earlier of (i) 60 days after the dividend
or distribution payment date and (ii) the Trading Day prior to the "ex-dividend"
date next succeeding the divend or distribution payment date.
PAGE 26
SALOMON BROTHERS EMERGING MARKETS INCOME FUND INC.
FORM OF TERMS AND CONDITIONS OF AMENDED AND RESTATED DIVIDEND REINVESTMENT AND
CASH PURCHASE PLAN (UNAUDITED) (CONTINUED)
If (i) the Agent has not invested the full dividend amount in open-market
purchases by the date specified in paragraph 4 above as the date on which such
purchases must terminate or (ii) a market discount shifts to a market premium
during the purchase period, then the Agent will cease making open-market
purchases and will receive the uninvested portion of the dividend amount in
newly issued Shares (x) in the case of (i) above, at the close of business on
the date the Agent is required to terminate making open-market purchases as
specified in paragraph 4 above or (y) in the case of (ii) above, at the close of
business on the date such shift occurs; but in no event prior to the payment
date for the dividend or distribution.
In the event that all or part of a dividend or distribution amount is to be paid
in newly issued Shares, such Shares will be issued to Participants in accordance
with the following formula: (i) if, on the valuation date, the net asset value
per Share is less than or equal to the market price per Share, then the newly
issued Shares will be valued at net asset value per Share on the valuation date;
provided, however, that if the net asset value is less than 95% of the market
price on the valuation date, then such Shares will be issued at 95% of the
market price and (ii) if, on the valuation date, the net asset value per Share
is greater than the market price per Share, then the newly issued Shares will be
issued at the market price on the valuation date. The valuation date will be the
dividend or distribution payment date, except that with respect to Shares issued
pursuant to paragraph 5 above, the valuation date will be the date such Shares
are issued. If a date that would otherwise be a valuation date is not a Trading
Day, the valuation date will be the next preceding Trading Day.
Participants have the option of making additional cash payments to the Agent,
monthly, in a minimum amount of $250, for investment in Shares. The Agent will
use all such funds received from Participants to purchase Shares in the open
market on or about the first business day of each month. To avoid unnecessary
cash accumulations, and also to allow ample time for receipt and processing by
the Agent, Participants should send in voluntary cash payments to be received by
the Agent approximately 10 days before an applicable purchase date specified
above. A Participant may withdraw a voluntary cash payment by written notice, if
the notice is received by the Agent not less than 48 hours before such payment
is to be invested.
Purchases by the Agent pursuant to paragraphs 4 and 7 above may be made on any
securities exchange on which the Shares are traded, in the over-the-counter
market or in negotiated transactions, and may be on such terms as to price,
delivery and otherwise as the Agent shall determine. Funds held by the Agent
uninvested will not bear interest, and it is understood that, in any event, the
Agent shall have no liability in connection with any inability to purchase
Shares within the time periods herein provided, or with the timing of any
purchases effected. The Agent shall have no responsibility as to the value of
the Shares acquired for the Participant's account. The Agent may commingle
amounts of all Participants to be used for open-market purchases of Shares and
PAGE 27
SALOMON BROTHERS EMERGING MARKETS INCOME FUND INC.
FORM OF TERMS AND CONDITIONS OF AMENDED AND RESTATED DIVIDEND REINVESTMENT AND
CASH PURCHASE PLAN (UNAUDITED) (CONTINUED)
the price per Share allocable to each Participant in connection with such
purchases shall be the average price (including brokerage commissions) of all
Shares purchased by the Agent.
The Agent will maintain all Participants' accounts in the Plan and will furnish
written confirmations of all transactions in each account, including information
needed by Participants for personal and tax records. The Agent will hold Shares
acquired pursuant to the Plan in noncertificated form in the Participant's name
or that of its nominee, and each Participant's proxy will include those Shares
purchased pursuant to the Plan. The Agent will forward to Participants any proxy
solicitation material and will vote any Shares so held for Participants only in
accordance with the proxy returned by Participants to the Fund. Upon written
request, the Agent will deliver to Participants, without charge, a certificate
or certificates for the full Shares.
The Agent will confirm to Participants each acquisition made for their
respective accounts as soon as practicable but not later than 60 days after the
date thereof. Although Participants may from time to time have an undivided
fractional interest (computed to three decimal places) in a Share of the Fund,
no certificates for fractional shares will be issued. Dividends and
distributions on fractional shares will be credited to each Participant's
account. In the event of termination of a Participant's account under the Plan,
the Agent will adjust for any such undivided fractional interest in cash at the
market value of the Fund's Shares at the time of termination less the pro rata
expense of any sale required to make such an adjustment.
Any share dividends or split shares distributed by the Fund on Shares held by
the Agent for Participants will be credited to their respective accounts. In the
event that the Fund makes available to Participants rights to purchase
additional Shares or other securities, the Shares held for Participants under
the Plan will be added to other Shares held by the Participants in calculating
the number of rights to be issued to Participants.
The Agent's service fee for handling capital gains distributions or income
dividends will be paid by the Fund. Participants will be charged a pro rata
share of brokerage commissions on all open-market purchases.
Participants may terminate their accounts under the Plan by notifying the Agent
in writing. Such termination will be effective immediately if notice is received
by the Agent not less than 10 days prior to any dividend or distribution record
date; otherwise such termination will be effective on the first Trading Day
after the payment date for such dividend or distribution with respect to any
subsequent dividend or distribution. The Plan may be amended or terminated by
PAGE 28
SALOMON BROTHERS EMERGING MARKETS INCOME FUND INC.
FORM OF TERMS AND CONDITIONS OF AMENDED AND RESTATED DIVIDEND REINVESTMENT AND
CASH PURCHASE PLAN (UNAUDITED) (CONTINUED)
the Fund as applied to any voluntary cash payments made and any income dividend
or capital gains distribution paid subsequent to written notice of the change or
termination sent to Participants at least 30 days prior to the record date for
the income dividend or capital gains distribution. The Plan may be amended or
terminated by the Agent, with the Fund's prior written consent, on at least 30
days' written notice to Participants. Notwithstanding the preceding two
sentences, the Agent or the Fund may amend or supplement the Plan at any time or
times when necessary or appropriate to comply with applicable law or rules or
policies of the Securities and Exchange Commission or any other regulatory
authority. Upon any termination, the Agent will cause a certificate or
certificates for the full Shares held by each Participant under the Plan and
cash adjustment for any fraction to be delivered to each Participant without
charge. If the Participant elects by notice to the Agent in writing in advance
of such termination to have the Agent sell part or all of a Participant's Shares
and remit the proceeds to the Participant, the Agent is authorized to deduct a
$2.50 fee plus brokerage commission for this transaction from the proceeds.
Any amendment or supplement shall be deemed to be accepted by each Participant
unless, prior to the effective date thereof, the Agent receives written notice
of the termination of the Participant's account under the Plan. Any such
amendment may include an appointment by the Agent in its place and stead of a
successor Agent under these terms and conditions, with full power and authority
to perform all or any of the acts to be performed by the Agent under these terms
and conditions. Upon any such appointment of an Agent for the purpose of
receiving dividends and distributions, the Fund will be authorized to pay to
such successor Agent, for each Participant's account, all dividends and
distributions payable on Shares of the Fund held in each Participant's name or
under the Plan for retention or application by such successor Agent as provided
in these terms and conditions.
In the case of Participants, such as banks, broker-dealers or other nominees,
which hold Shares for others who are beneficial owners ("Nominee Holders"), the
Agent will administer the Plan on the basis of the number of Shares certified
from time to time by each Nominee Holder as representing the total amount
registered in the Nominee Holder's name and held for the account of beneficial
owners who are to participate in the Plan.
The Agent shall at all times act in good faith and use its best efforts within
reasonable limits to insure the accuracy of all services performed under this
Agreement and to comply with applicable law, but assumes no responsibility and
shall not be liable for loss or damage due to errors unless such error is caused
by its negligence, bad faith, or willful misconduct or that of its employees.
All correspondence concerning the Plan should be directed to the Agent at 59
Maiden Lane, New York, New York 10038.
-----------------------------------------------------
The report is transmitted to the shareholders of the Fund for their information.
This is not a prospectus, circular or representation intended for use in the
purchase of shares of the Fund or any securities mentioned in this report.
Notice is hereby given in accordance with Section 23(c) of the Investment
Company Act of 1940 that the Fund may purchase at market prices from time to
time shares of its common stock in the open market.
PAGE 29
SALOMON BROTHERS EMERGING MARKETS INCOME FUND INC.
DIRECTORS SALOMON BROTHERS EMERGING
MARKETS INCOME FUND INC.
CAROL L. COLMAN
125 Broad Street
DANIEL P. CRONIN 10th Floor, MF-2
New York, New York 10004
LESLIE H. GELB Telephone 1-888-777-0102
R. JAY GERKEN, CFA
INVESTMENT MANAGER
RIORDAN ROETT Salomon Brothers Asset Management Inc
399 Park Avenue
JESWALD W. SALACUSE New York, New York 10022
CUSTODIAN
State Street Bank and Trust Company
OFFICERS 225 Franklin Street
Boston, Massachusetts 02110
R. JAY GERKEN, CFA
Chairman and DIVIDEND DISBURSING AND TRANSFER AGENT
Chief Executive Officer American Stock Transfer & Trust Company
59 Maiden Lane
PETER J. WILBY, CFA New York, New York 10038
President
INDEPENDENT AUDITORS
LEWIS E. DAIDONE PricewaterhouseCoopers LLP
Executive Vice President and 1177 Avenue of the Americas
Chief Administrative Officer New York, New York 10036
JAMES E. CRAIGE, CFA LEGAL COUNSEL
Executive Vice President Simpson Thacher & Bartlett LLP
425 Lexington Avenue
THOMAS K. FLANAGAN, CFA New York, New York 10017
Executive Vice President
NEW YORK STOCK EXCHANGE SYMBOL
FRANCES M. GUGGINO EMD
Controller
CHRISTINA T. SYDOR
Secretary
Salomon Brothers
Emerging Markets
Income Fund Inc.
Annual Report
August 31, 2003
American Stock Transfer & Trust Company
59 Maiden Lane
New York, New York 10038
SALOMON
--------
BROTHERS
--------
ASSET MANAGEMENT
EMDANN 8/03
03-5506
ITEM 2. CODE OF ETHICS.
The registrant has adopted a code of ethics that applies to
the registrant's principal executive officer, principal
financial officer, principal accounting officer or controller.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
The fund does not currently have an audit committee financial
expert ("ACFE") serving on its Audit Committee. The Board of
Directors of the fund has, however, nominated a new member to
the Board, whom the Audit Committee of the Board has
determined will qualify as an ACFE. The aforementioned nominee
has previously been elected to the Boards of Directors of the
majority of the funds comprising the Salomon Brothers Funds
Fund Complex and currently serves as the ACFE on each of the
Audit Committees of these Boards. The Board of Directors of
the fund is unable to currently appoint any new members to the
Board, prior to election by shareholders, due to the
restrictions imposed by section 16 of the Investment Company
Act of 1940. The proposal to elect this nominee (William R.
Hutchinson) will be presented to the fund's shareholders at
their annual meeting on December 11, 2003 and a proxy
statement will be filed with the Securities and Exchange
Commission, on the behalf of the fund's Board of Directors, to
solicit approval of this proposal. The fund, its Board of
Directors and its Audit Committee have previously resolved
that William R. Hutchinson's appointment as ACFE is to be
effective immediately upon the approval of his election to the
fund's Board of Directors by shareholders.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not applicable.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable.
ITEM 6. [RESERVED]
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 8. [RESERVED]
ITEM 9. CONTROLS AND PROCEDURES.
(a) The registrant's principal executive officer and principal
financial officer have concluded that the registrant's disclosure
controls and procedures (as defined in Rule 30a- 3(c) under the
Investment Company Act of 1940, as amended (the "1940 Act")) are
effective as of a date within 90 days of the filing date of this
report that includes the disclosure required by this paragraph,
based on their evaluation of the disclosure controls and
procedures required by Rule 30a-3(b) under the 1940 Act and
15d-15(b) under the Securities Exchange Act of 1934
(b) There were no changes in the registrant's internal control over
financial reporting (as defined in Rule 30a-3(d) under the 1940
Act) that occurred during the registrant's last fiscal half-year
(the registrant's second fiscal half-year in the case of an
annual report) that have materially affected, or are likely to
materially affect the registrant's internal control over
financial reporting.
ITEM 10. EXHIBITS.
(a) Code of Ethics attached hereto. Exhibit 99.CODE ETH
(b) Attached hereto.
Exhibit 99.CERT Certifications pursuant to section 302
of the Sarbanes-Oxley Act of 2002
Exhibit 99.906CERT Certifications pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this Report to be
signed on its behalf by the undersigned, there unto duly authorized.
SALOMON BROTHERS EMERGING MARKETS INCOME FUND INC.
By: /s/ R. Jay Gerken
R. Jay Gerken
Chief Executive Officer of
SALOMON BROTHERS EMERGING MARKETS INCOME FUND INC.
Date: November 5, 2003
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By: /s/ R. Jay Gerken
(R. Jay Gerken)
Chief Executive Officer of
SALOMON BROTHERS EMERGING MARKETS INCOME FUND INC.
Date: November 5, 2003
By: /s/ Lewis E. Daidone
(Lewis E. Daidone)
Chief Administrative Officer of
SALOMON BROTHERS EMERGING MARKETS INCOME FUND INC.
Date: November 5, 2003