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 |
811-8338 |
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Salomon Brothers Emerging Markets Floating Rate Fund Inc. |
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(Exact name of registrant as specified in charter) |
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125 Broad Street, New York, NY |
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10004 |
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(Address of principal executive offices) |
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(Zip code) |
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Robert I. Frenkel, Esq. |
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(Name and address of agent for service) |
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Registrants telephone number, including area code: |
(800) 725-6666 |
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Date of fiscal year end: |
February 28 |
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Date of reporting period: |
August 31, 2005 |
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ITEM 1. REPORT TO STOCKHOLDERS.
The Semi-Annual Report to Stockholders is filed herewith.
EXPERIENCE |
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Salomon Brothers |
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SEMI-ANNUAL REPORT |
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AUGUST 31, 2005 |
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Salomon Brothers |
SEMI-ANNUAL REPORT, AUGUST 31, 2005
Whats |
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Letter from the Chairman |
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Fund at a Glance |
6 |
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Schedule of Investments |
7 |
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Statement of Assets and Liabilities |
10 |
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Statement of Operations |
11 |
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Statements of Changes in Net Assets |
12 |
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Statement of Cash Flows |
13 |
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Financial Highlights |
14 |
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Notes to Financial Statements |
15 |
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Board Approval of Management Agreement |
23 |
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Additional Shareholder Information |
27 |
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Dividend Reinvestment Plan |
28 |
Letter from the Chairman
Dear Shareholder,
The U.S. economy overcame several obstacles during the reporting period and continued to expand at a brisk pace. Rising interest rates, record high oil prices, and geopolitical issues threatened to send the economy into a soft patch. In addition, the devastation caused by Hurricane Katrina led to fears of a possible recession. However, when all was said and done, first quarter 2005 gross domestic product (GDP)i growth was 3.8% and the second quarter GDP growth was 3.3%, another solid advance. This marked nine consecutive quarters in which GDP grew 3.0% or more.
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During much of the reporting period, the fixed income market confounded investors as short term interest rates rose in concert with the Fed rate tightening, while longer-term rates, surprisingly, declined. When the period began, the federal funds target rate was 2.50% and the yield on the 10-year Treasury was 4.38%. When the reporting period ended, the federal funds rate had risen to 3.50% and the 10-year yield had fallen to 4.02%. Looking at the six-month period of this report as a whole, the overall bond market, as measured by the Lehman Brothers Aggregate Bond Index,iv returned 2.85%. |
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The high yield market experienced periods of extreme volatility during the reporting period. High yield bonds fell sharply in March and April 2005 as investors became concerned over downgrades for General Motors and Ford Motor Company bonds. However, the high yield market then rallied as the uncertainty surrounding the downgrades lifted and investors searched for incremental yield. Over the six-month period, the Citigroup High Yield Market Indexv returned 1.32%. |
During the six-month period, emerging markets debt, as represented by the JPMorgan Emerging Markets Bond Index Global (EMBI Global)vi returned 5.52%. While there were periods of weakness in March and July 2005, overall the asset class generated solid results. Improving country fundamentals and strong market technicals outweighed the downward pressure exerted throughout the period by Fed tightening. In addition, continued strength in commodity prices, including metals, agriculture, and oil supported many emerging market countries.
For the six months ended August 31, 2005, the Salomon Brothers Emerging Markets Floating Rate Fund Inc. returned 6.30%, based on its New York Stock Exchange (NYSE) market price and 3.30% based on its net asset value (NAV)vii per share. In comparison, the Funds unmanaged benchmark, the EMBI Global returned 5.52% and the Funds previous benchmark, the JPMorgan Emerging Markets Bond Index Plusviii returned 5.85% for the same time frame. The Lipper Emerging Markets Debt Closed-End Funds Category Averageix increased 5.63%. Please note that Lipper performance returns are based on each Funds NAV per share.
During this six-month period, the Fund made distributions to shareholders totaling $0.386 per share, (which may have included a return of capital). The performance table shows the Funds 30-day SEC yield as well as its six-month total return based on its NAV and market price as of August 31, 2005. Past performance is no guarantee of future results. The Funds yields will vary.
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FUND PERFORMANCE |
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Price Per Share |
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30-Day |
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Six-Month |
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$14.25 (NAV) |
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4.28 |
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3.30 |
% |
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$12.75 (Market Price) |
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4.78 |
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-6.30 |
% |
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All figures represent past
performance and are not a guarantee of future results. |
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Total returns are based on changes in NAV or market price, respectively. Total returns assume the reinvestment of all distributions, including returns of capital, if any, in additional shares. The SEC yield is a return figure often quoted by bond and other fixed-income mutual funds. This quotation is based on the most recent 30-day (or one-month) period covered by the Funds filings with the SEC. The yield figure reflects the income dividends and interest earned during the period after deduction of the Funds expenses for the period. These yields are as of August 31, 2005 and are subject to change. |
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Special Shareholder Notice
On June 24, 2005, Citigroup Inc. (Citigroup) announced that it has signed a definitive agreement under which Citigroup will sell substantially all of its worldwide asset management business to Legg Mason, Inc. (Legg Mason).
As part of this transaction, Salomon Brothers Asset Management Inc (the Manager), currently an indirect wholly owned subsidiary of Citigroup, would become an indirect wholly owned subsidiary of Legg Mason. The Manager is the investment adviser to the Fund.
The transaction is subject to certain regulatory approvals, as well as other customary conditions to closing. Subject to such approvals and the satisfaction of the other conditions, Citigroup expects the transaction to be completed later this year.
Under the Investment Company Act of 1940, consummation of the transaction will result in the automatic termination of the investment advisory contract between the Fund and the Manager. Therefore, the Funds Board of Directors will be asked to approve a new investment advisory contract between the Fund and the Manager to become effective upon the closing of the sale to Legg Mason. The new investment advisory contract has been presented to the shareholders of the Fund for their approval.
Information About Your Fund
As you may be aware, several issues in the mutual fund industry have come under the scrutiny of federal and state regulators. The Funds Manager and some of its affiliates have received requests for information from various government regulators regarding market timing, late trading, fees, and other mutual fund issues in connection with various investigations. The regulators appear to be examining, among other things, the open-end funds response to market timing and shareholder exchange activity, including compliance with prospectus disclosure related to these subjects. The Fund has been informed that the Manager and its affiliates are responding to those information requests, but are not in a position to predict the outcome of these requests and investigations.
Important information concerning the Fund and its Manger with regard to recent regulatory developments is
contained in the Notes to Financial Statements included in this report.
Looking for Additional Information?
The Fund is traded under the symbol EFL and its closing market price is available in most newspapers under the NYSE listings. The daily NAV is available on-line under symbol XEFLX. Barrons and The Wall Street Journals Monday editions carry closed-end fund tables that will provide additional information. In addition, the Fund issues a quarterly press release that can be found on most major financial websites as well as www.citigroupam.com.
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, for the Funds current NAV, market price, and other information.
As always, thank you for your confidence in our stewardship of your assets. We look forward to helping you continue to meet your financial goals.
Sincerely,
R. Jay Gerken, CFA
Chairman and Chief Executive Officer
September 21, 2005
The information provided 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.
RISKS: The Fund may invest in high-yield and foreign securities, including emerging markets, which involve risks beyond those inherent in solely higher-rated and domestic investments. Investing in foreign securities is subject to certain risks not associated with domestic investing, such as currency fluctuations, and changes in political and economic conditions. These risks are magnified in emerging or developing markets. Derivatives, such as options or futures, can be illiquid and harder to value, especially in declining markets. A small investment in certain derivatives may have a potentially large impact on the Funds performance. As interest rates rise, bond prices fall, reducing the value of the Funds share price.
All index performance reflects no deduction for fees, expenses or taxes. Please note that an investor cannot invest directly in an index.
i Gross domestic product is a market value of goods and services produced by labor and property in a given country.
ii The Federal Reserve Board is responsible for the formulation of a policy designed to promote economic growth, full employment, stable prices, and a sustainable pattern of international trade and payments.
iii The federal funds rate is the interest rate that banks with excess reserves at a Federal Reserve district bank charge other banks that need overnight loans.
iv The Lehman Brothers Aggregate Bond Index is a broad-based bond index comprised of Government, Corporate, Mortgage and Asset-backed issues, rated investment grade or higher, and having at least one year to maturity.
v The Citigroup High Yield Market Index is a broad-based unmanaged index of high yield securities.
vi JPMorgan Emerging Markets Bond Index Global (EMBI Global) tracks total returns for U.S. dollar denominated debt instruments issued by emerging market sovereign and quasi-sovereign entities: Brady bonds, loans, Eurobonds, and local market instruments. Countries covered are Algeria, Argentina, Brazil, Bulgaria, Chile, China, Colombia, Cote dIvoire, Croatia, Ecuador, Greece, Hungary, Lebanon, Malaysia, Mexico, Morocco, Nigeria, Panama, Peru, the Philippines, Poland, Russia, South Africa, South Korea, Thailand, Turkey and Venezuela.
vii NAV is calculated by subtracting total liabilities from the closing value of all securities held by the Fund (plus all other assets) and dividing the result (total net assets) by the total number of the common shares outstanding. The NAV fluctuates with changes in the market prices of securities in which the Fund has invested. However, the price at which an investor may buy or sell shares of the Fund is market price of the Funds shares as is determined by supply of and demand.
viii The JPMorgan Emerging Markets Bond Index Plus 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.
ix Lipper, Inc. is a major independent mutual-fund tracking organization. Returns are based on the six-month period ended August 31, 2005, including the reinvestment of dividends and capital gains distributions, if any, calculated among the 13 funds in the Funds Lipper category, and excluding sales charges.
Fund at a Glance (unaudited)
Schedule of Investments (August 31, 2005) (unaudited)
SALOMON BROTHERS EMERGING MARKETS FLOATING RATE FUND INC.
Face |
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Security(a) |
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Value |
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Sovereign Bonds 94.9% |
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Argentina 4.8% |
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Republic of Argentina: |
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$ |
1,487,500 |
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4.005% due 8/3/12 (b) |
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$ |
1,314,467 |
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2,666,728 |
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Discount Bonds, 8.280% due 12/31/33 |
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2,551,392 |
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Total Argentina |
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3,865,859 |
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Brazil 23.3% |
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Federative Republic of Brazil: |
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2,075,000 |
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11.000% due 8/17/40 |
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2,473,400 |
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6,711,851 |
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DCB, Series L, Registered, 4.313% due 4/15/12 (b) |
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6,476,936 |
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3,076,923 |
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FLIRB, Series L, Registered, 4.250% due 4/15/09 (b) |
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3,030,769 |
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2,927,419 |
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MYDFA, 4.125% due 9/15/07 (b)(c) |
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2,876,108 |
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3,964,974 |
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NMB, Series L, 4.313% due 4/15/09 (b) |
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3,910,455 |
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Total Brazil |
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18,767,668 |
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Colombia 5.1% |
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Republic of Colombia: |
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700,000 |
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7.625% due 2/15/07 |
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724,500 |
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100,000 |
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10.750% due 1/15/13 |
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122,575 |
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1,770,000 |
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8.700% due 2/15/16 |
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1,939,920 |
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350,000 |
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10.375% due 1/28/33 |
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434,787 |
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650,000 |
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Medium-Term Notes, 11.750% due 2/25/20 |
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869,375 |
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Total Colombia |
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4,091,157 |
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Ecuador 4.2% |
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Republic of Ecuador: |
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925,000 |
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12.000% due 11/15/12 (c) |
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929,625 |
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2,775,000 |
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Step Bond to yield 11.246% due 8/15/30 (c) |
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2,462,812 |
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Total Ecuador |
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3,392,437 |
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Mexico 15.4% |
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12,200,000 |
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United Mexican States, Medium-Term Notes, Series A, 4.270% due 1/13/09 |
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12,392,150 |
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Panama 4.7% |
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3,837,191 |
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Republic of Panama, PDI, 4.688% due 7/17/16 (b) |
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3,746,057 |
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Peru 5.0% |
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Republic of Peru: |
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3,514,500 |
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FLIRB, 5.000% due 3/7/17 (b) |
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3,391,493 |
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637,500 |
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PDI, 5.000% due 3/7/17 (b) |
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623,953 |
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Total Peru |
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4,015,446 |
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See Notes to Financial Statements.
Page 7
Schedule of Investments (August 31, 2005) (unaudited) (continued)
Face |
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Security(a) |
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Value |
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Philippines 5.1% |
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Republic of the Philippines: |
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$ |
1,100,000 |
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9.500% due 2/2/30 |
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$ |
1,139,875 |
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2,718,000 |
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DCB, 4.375% due 12/1/09 (b) |
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2,609,280 |
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391,666 |
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FLIRB, Series B, 4.375% due 6/1/08 (b) |
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363,270 |
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Total Philippines |
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4,112,425 |
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Russia 14.9% |
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Russian Federation: |
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1,900,000 |
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11.000% due 7/24/18 (c) |
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2,895,125 |
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7,975,000 |
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Step Bond to yield 5.335% due 3/31/30 (c) |
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9,116,422 |
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Total Russia |
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12,011,547 |
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Turkey 5.5% |
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Republic of Turkey: |
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550,000 |
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12.375% due 6/15/09 |
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673,750 |
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1,600,000 |
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11.500% due 1/23/12 |
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2,032,000 |
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775,000 |
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11.000% due 1/14/13 |
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976,500 |
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625,000 |
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Collective Action Securities, 9.500% due 1/15/14 |
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739,844 |
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Total Turkey |
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4,422,094 |
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Ukraine 1.6% |
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1,200,000 |
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Republic of Ukraine, 7.343% due 8/5/09 (b)(c) |
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1,309,500 |
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Venezuela 5.3% |
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Bolivarian Republic of Venezuela: |
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Collective Action Securities: |
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400,000 |
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4.640% due 4/20/11 (b) |
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380,200 |
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825,000 |
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9.375% due 1/13/34 |
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897,188 |
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2,976,007 |
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DCB, Series DL, 4.563% due 12/18/07 (b) |
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2,968,567 |
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Total Venezuela |
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4,245,955 |
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Total Sovereign Bonds (Cost $71,315,772) |
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76,372,295 |
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Loan Participation (b)(d) 5.0% |
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Morocco 5.0% |
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4,057,068 |
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Kingdom of Morocco, Tranche A, 4.813% due 1/2/09
(JPMorgan Chase & Co., |
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4,041,854 |
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Total Investments Before Short-Term Investments |
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80,414,149 |
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See Notes to Financial Statements.
Page 8
Schedule of Investments (August 31, 2005) (unaudited) (continued)
Face |
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Security(a) |
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Value |
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Short-Term Investment 0.1% |
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Repurchase Agreement 0.1% |
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$ |
62,000 |
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Interest in $666,711,000 joint tri-party repurchase agreement dated 8/31/05 with Merrill Lynch, Pierce, Fenner & Smith Inc., 3.580% due 9/1/05, Proceeds at maturity $62,006; (Fully collateralized by U.S. government agency obligations, 0.000% to 6.000% due 9/21/05 to 11/15/24; Market value $63,240) (Cost $62,000) |
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$ |
62,000 |
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Total Investments 100.0% (Cost $75,350,458#) |
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$ |
80,476,149 |
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(a) All securities segregated as collateral pursuant to loan agreement, swap contracts and/or reverse repurchase agreements.
(b) Variable rate securities. Coupon rates disclosed are those which are in effect at August 31, 2005.
(c) 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. This security has been deemed liquid pursuant to guidelines approved by the Board of Directors unless otherwise noted.
(d) Participation interest was acquired through the financial institutions indicated parenthetically.
# Aggregate cost for federal income tax purposes is substantially the same.
Abbreviations used in this schedule:
DCB Debt Conversion Bond
FLIRB Front-Loaded Interest Reduction Bonds
MYDFA Multi-Year Depository Facility Agreement
NMB New Money Bond
PDI Past Due Interest
See Notes to Financial Statements.
Page 9
Statement of Assets and Liabilities (August 31, 2005) (unaudited)
ASSETS: |
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Investments, at value (Cost $75,350,458) |
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$ |
80,476,149 |
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Cash |
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816 |
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Receivable for securities sold |
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5,881,721 |
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Deposits with brokers for swap contracts |
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1,568,839 |
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Interest receivable |
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1,308,247 |
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Prepaid expenses |
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8,366 |
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Total Assets |
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89,244,138 |
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LIABILITIES: |
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Loan payable (Notes 1 and 4) |
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15,000,000 |
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Payable for open reverse repurchase agreement |
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10,207,583 |
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Unrealized depreciation on swap contracts |
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1,873,562 |
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Payable on interest rate swap contracts |
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578,171 |
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Interest payable |
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115,845 |
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Management fee payable |
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54,740 |
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Accrued expenses |
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85,310 |
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Total Liabilities |
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27,915,211 |
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Total Net Assets |
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$ |
61,328,927 |
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NET ASSETS: |
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Par value ($0.001 par value; 4,303,709 shares issued and outstanding; 100,000,000 authorized) |
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$ |
4,304 |
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Paid-in capital in excess of par value |
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57,130,570 |
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Undistributed net investment income |
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507,448 |
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Accumulated net realized gain on investments and swap contracts |
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434,476 |
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Net unrealized appreciation on investments and swap contracts |
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3,252,129 |
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Total Net Assets |
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$ |
61,328,927 |
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Shares Outstanding |
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4,303,709 |
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Net Asset Value |
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$ |
14.25 |
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See Notes to Financial Statements.
Page 10
Statement of Operations (For the six months ended August 31, 2005) (unaudited)
INVESTMENT INCOME: |
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Interest |
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$ |
2,629,376 |
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EXPENSES: |
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Interest expense (Notes 3 and 4) |
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322,640 |
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Management fee (Note 2) |
|
318,816 |
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Audit and tax |
|
32,279 |
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Shareholder reports |
|
27,596 |
|
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Directors fees |
|
27,092 |
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Legal fees |
|
16,135 |
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Custody fees |
|
15,272 |
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Transfer agent fees |
|
14,536 |
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Stock Exchange listing fees |
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12,576 |
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Insurance |
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1,119 |
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Miscellaneous expenses |
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4,534 |
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Total Expenses |
|
792,595 |
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Net Investment Income |
|
1,836,781 |
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REALIZED AND UNREALIZED GAIN (LOSS) ON |
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Net Realized Gain (Loss) From: |
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Investments |
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909,634 |
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Swap contracts |
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(378,540 |
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Net Realized Gain |
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531,094 |
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Change in Net Unrealized Appreciation/Depreciation From: |
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|
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Investments |
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83,156 |
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Swap contracts |
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(499,367 |
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Change in Net Unrealized Appreciation/Depreciation |
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(416,211 |
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Net Gain on Investments and Swap Contracts |
|
114,883 |
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Increase in Net Assets From Operations |
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$ |
1,951,664 |
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See Notes to Financial Statements.
Page 11
Statements of Changes in Net Assets
For the six
months ended August 31, 2005 (unaudited)
and the year ended February 28, 2005
|
|
August 31 |
|
February 28 |
|
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OPERATIONS: |
|
|
|
|
|
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Net investment income |
|
$ |
1,836,781 |
|
$ |
3,776,468 |
|
Net realized gain |
|
531,094 |
|
3,432,836 |
|
||
Change in net unrealized appreciation/depreciation |
|
(416,211 |
) |
431,334 |
|
||
Increase in Net Assets From Operations |
|
1,951,664 |
|
7,640,638 |
|
||
DISTRIBUTIONS TO SHAREHOLDERS FROM (NOTE 1): |
|
|
|
|
|
||
Net investment income |
|
(1,407,242 |
) |
(3,140,943 |
) |
||
Net realized gains |
|
(253,919 |
) |
(628,199 |
) |
||
Decrease in Net Assets From Distributions to Shareholders |
|
(1,661,161 |
) |
(3,769,142 |
) |
||
FUND SHARE TRANSACTIONS: |
|
|
|
|
|
||
Reinvestment of distributions (974 and 737 shares issued, respectively) |
|
13,596 |
|
9,865 |
|
||
Increase in Net Assets From Fund Share Transactions |
|
13,596 |
|
9,865 |
|
||
Increase in Net Assets |
|
304,099 |
|
3,881,361 |
|
||
NET ASSETS: |
|
|
|
|
|
||
Beginning of period |
|
61,024,828 |
|
57,143,467 |
|
||
End of period* |
|
$ |
61,328,927 |
|
$ |
61,024,828 |
|
* Includes undistributed net investment income of: |
|
|
$507,448 |
|
|
$77,909 |
|
See Notes to Financial Statements.
Page 12
Statement of Cash Flows (For the six months ended August 31, 2005) (unaudited)
CASH FLOWS PROVIDED (USED) BY OPERATING ACTIVITIES: |
|
|
|
|
Interest and dividend received |
|
$ |
2,041,753 |
|
Operating expenses paid |
|
(514,831 |
) |
|
Net sales of short-term investments |
|
2,628,000 |
|
|
Realized loss on swap contracts |
|
(378,540 |
) |
|
Purchases of long-term investments |
|
(51,578,521 |
) |
|
Proceeds from disposition of long-term investments |
|
39,520,661 |
|
|
Change in deposits with brokers for swap contracts |
|
11,636 |
|
|
Interest paid |
|
(289,611 |
) |
|
Net Cash Flows Used By Operating Activities |
|
(8,559,453 |
) |
|
CASH FLOWS PROVIDED (USED) BY FINANCING ACTIVITIES: |
|
|
|
|
Cash distributions paid on Common Stock |
|
(1,661,161 |
) |
|
Proceeds from reverse repurchase agreements |
|
10,207,583 |
|
|
Proceeds from reinvestment of dividends |
|
13,596 |
|
|
Net Cash Flows Provided By Financing Activities |
|
8,560,018 |
|
|
Net Increase in Cash |
|
565 |
|
|
Cash, Beginning of period |
|
251 |
|
|
Cash, End of period |
|
$ |
816 |
|
RECONCILIATION OF INCREASE IN NET ASSETS FROM OPERATIONS
TO NET CASH |
|
|
|
|
Increase in Net Assets From Operations |
|
$ |
1,951,664 |
|
Accretion of discount on investments |
|
(529,745 |
) |
|
Amortization of premium on investments |
|
83,377 |
|
|
Change in deposits with broker for swap contracts |
|
11,636 |
|
|
Increase in investments, at value |
|
(15,030,567 |
) |
|
Increase in interest receivable |
|
(552,377 |
) |
|
Increase in interest rate swap contracts payable |
|
411,122 |
|
|
Decrease in receivable for securities sold |
|
5,107,284 |
|
|
Decrease in prepaid expenses |
|
12,550 |
|
|
Increase in interest payable |
|
33,029 |
|
|
Decrease in accrued expenses |
|
(57,426 |
) |
|
Total Adjustments |
|
(10,511,117 |
) |
|
Net Cash Flows Used By Operating Activities |
|
$ |
(8,559,453 |
) |
See Notes to Financial Statements.
Page 13
Financial Highlights
For a share of capital stock outstanding throughout each period ended February 28, unless otherwise noted:
Salomon Brothers Emerging Markets |
|
2005(1) |
|
2005 |
|
2004(2) |
|
2003 |
|
2002 |
|
2001 |
|
||||||
Net Asset Value, Beginning of Period |
|
$ |
14.18 |
|
$ |
13.28 |
|
$ |
11.23 |
|
$ |
12.07 |
|
$ |
11.84 |
|
$ |
12.08 |
|
Income (Loss) From Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net investment income |
|
0.43 |
|
0.88 |
|
1.01 |
|
1.24 |
(3) |
1.32 |
(3)(4) |
1.48 |
|
||||||
Net realized and unrealized gain (loss) |
|
0.03 |
|
0.90 |
|
2.09 |
|
(0.98 |
)(3) |
0.41 |
(3)(4) |
(0.13 |
) |
||||||
Total Income From Operations |
|
0.46 |
|
1.78 |
|
3.10 |
|
0.26 |
|
1.73 |
|
1.35 |
|
||||||
Less Distributions From: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net investment income |
|
(0.33 |
) |
(0.73 |
) |
(1.05 |
) |
(1.09 |
) |
(1.50 |
) |
(1.59 |
) |
||||||
Net realized gains |
|
(0.06 |
) |
(0.15 |
) |
|
|
|
|
|
|
|
|
||||||
Return of capital |
|
|
|
|
|
|
|
(0.01 |
) |
|
|
|
|
||||||
Total Distributions |
|
(0.39 |
) |
(0.88 |
) |
(1.05 |
) |
(1.10 |
) |
(1.50 |
) |
(1.59 |
) |
||||||
Net Asset Value, End of Period |
|
$ |
14.25 |
|
$ |
14.18 |
|
$ |
13.28 |
|
$ |
11.23 |
|
$ |
12.07 |
|
$ |
11.84 |
|
Market Price, End of Period |
|
$ |
12.75 |
|
$ |
14.02 |
|
$ |
13.69 |
|
$ |
11.30 |
|
$ |
11.75 |
|
$ |
12.85 |
|
Total Return, Based on Market Price(5) |
|
(6.30 |
)% |
9.50 |
% |
31.55 |
% |
6.92 |
% |
3.94 |
% |
33.58 |
% |
||||||
Total Return, Based on Net Asset Value(5) |
|
3.30 |
% |
14.02 |
% |
28.37 |
% |
3.28 |
% |
16.31 |
% |
12.14 |
% |
||||||
Net Assets, End of Period (000s) |
|
$ |
61,329 |
|
$ |
61,025 |
|
$ |
57,143 |
|
$ |
48,271 |
|
$ |
51,768 |
|
$ |
50,576 |
|
Ratios to Average Net Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net expenses |
|
2.61 |
%(6) |
2.40 |
% |
2.36 |
% |
2.65 |
% |
1.81 |
% |
|
% |
||||||
Net expenses, excluding interest expense |
|
1.55 |
(6) |
1.67 |
|
1.70 |
|
1.69 |
|
1.54 |
|
1.52 |
|
||||||
Net investment income |
|
6.05 |
(6) |
6.57 |
|
7.93 |
|
11.64 |
(3) |
11.55 |
(3)(4) |
12.48 |
|
||||||
Portfolio Turnover Rate |
|
48 |
% |
136 |
% |
87 |
% |
87 |
% |
142 |
% |
221 |
% |
||||||
Supplemental Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Loans Outstanding, End of Period (000s) |
|
$ |
15,000 |
|
$ |
15,000 |
|
$ |
15,000 |
|
$ |
15,000 |
|
$ |
15,000 |
|
$ |
|
|
Weighted Average Loan (000s) |
|
$ |
15,000 |
|
$ |
15,000 |
|
$ |
15,000 |
|
$ |
15,000 |
|
$ |
14,566 |
|
$ |
|
|
Weighted Average Interest Rate on Loans |
|
4.21 |
%(6) |
2.83 |
% |
2.40 |
% |
2.97 |
% |
3.51 |
% |
|
% |
(1) |
For the six months ended August 31, 2005 (unaudited). |
|
|
(2) |
For the year ended February 29, 2004. |
|
|
(3) |
Certain amounts have been reclassified among net investment income and net realized gains in order to conform to current year presentation of swap contracts. Without the effect of these reclassifications, the net investment income for the years ended February 28, 2003 and February 28, 2002 would have been $1.08 and $1.25, respectively. Net realized and unrealized gain (loss) would have been $(0.82) and $0.48, respectively. In addition, the ratio of net investment income to average net assets would have been 10.16% and 10.95%, respectively. These reclassifications had no impact on the net asset value of the Fund or the amount and character of distributions. |
|
|
(4) |
Effective March 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 February 28, 2002, the change to net investment income, net realized and unrealized gain and the ratio of net investment income to average net assets was less than $0.01, $0.01 and 0.01%, respectively. Per share information, ratios and supplemental data for the periods prior to March 1, 2001 have not been restated to reflect this change in presentation. |
|
|
(5) |
For the purpose of this calculation, distributions are assumed to be reinvested at prices obtained under the Funds dividend reinvestment plan and the broker commission paid to purchase or sell a share is excluded. Total returns for periods of less than one year are not annualized. |
|
|
(6) |
Annualized. |
See Notes to Financial Statements.
Page 14
Notes to Financial Statements (unaudited)
1. Organization and Significant Accounting Policies
The Salomon Brothers Emerging Markets Floating Rate Fund Inc. (the Fund) was incorporated in Maryland on January 21, 1994 and is registered as a non-diversified, closed-end management investment company under the Investment Company Act of 1940 (1940 Act), as amended. The Fund seeks to maintain a high level of current income by investing at least 80% of its net assets plus any borrowings for investment purposes in floating rate debt securities of emerging market sovereign and corporate issuers, including fixed rate securities with respect to which the Fund has entered into interest rate swaps to effectively convert the fixed rate interest payments received into floating rate interest payments. As a secondary objective, the Fund seeks capital appreciation.
The following are significant accounting policies consistently followed by the Fund and are in conformity with U.S. generally accepted accounting principles (GAAP). Estimates and assumptions are required to be made regarding assets, liabilities and changes in net assets resulting from operations when financial statements are prepared. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ.
(a) INVESTMENT VALUATION. Debt securities are valued at the mean between the bid and asked prices provided by an independent pricing service that are based on transactions in debt obligations, quotations from bond dealers, market transactions in comparable securities and various relationships between securities. Equity securities for which market quotations are available are valued at the last sale price or official closing price on the primary market or exchange on which they trade. Publicly traded foreign government debt securities are typically traded internationally in the over-the-counter market, and are valued at the mean between the bid and asked prices as of the close of business of that market. When prices are not readily available, or are determined not to reflect fair value, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded, but before the Fund calculates its net asset value, the Fund may value these investments at fair value as determined in accordance with the procedures approved by the Funds Board of Directors. Short-term obligations with maturities of 60 days or less are valued at amortized cost, which approximates market value.
(b) REPURCHASE AGREEMENTS. When entering into repurchase agreements, it is the Funds policy that its custodian or a third party custodian take possession of the underlying collateral securities, the market value of which at least equals the principal amount of the repurchase transaction, including accrued interest. To the extent that any repurchase transaction exceeds one business day, the value of the collateral is marked-to-market to ensure the adequacy of the collateral. If the seller defaults, and the market value of the collateral declines or if bankruptcy proceedings are commenced with respect to the seller of the security, realization of the collateral by the Fund may be delayed or limited.
(c) REVERSE REPURCHASE AGREEMENTS. The Fund may enter into reverse repurchase agreements in which the Fund sells portfolio securities and agrees to repurchase them from the buyer at a specified date and price. Whenever the Fund enters into a reverse repurchase agreement, the Funds custodian delivers liquid assets to the counterparty in an
Page 15
Notes to Financial Statements (unaudited) (continued)
amount at least equal to the repurchase price marked-to-market daily (including accrued interest). The Fund pays interest on amounts obtained pursuant to reverse repurchase agreements. Reverse repurchase agreements are considered to be borrowings which may create leverage risk by the Fund.
(d) INTEREST RATE SWAPS. In order to manage interest rate sensitivity (duration), the Fund has entered into an interest rate swap agreement with JPMorgan Chase Bank (counterparty) pursuant to which, the Fund has guaranteed to make semi-annual payments to the counterparty at predetermined fixed rates, in exchange for floating payments from the counterparty at the 6-month LIBOR, based on notional principal amount. During the term of the outstanding swap agreement, changes in the underlying value of the swap are recorded as unrealized gains or losses. Net periodic interest payments to be received or paid are accrued daily and recorded in the statement of operations as an adjustment to realized gain or loss.
(e) LOAN PARTICIPATIONS. The Fund may invest in loans arranged through private negotiation between one or more financial institutions. The Funds investment in any such loan may be in the form of a participation in or an assignment of the loan. In connection with purchasing 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.
The Fund will assume the credit risk of both the borrower and the lender that is selling the participation and any other persons interpositioned between the Fund and the borrower. 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.
(f) SECURITY TRANSACTIONS AND INVESTMENT INCOME. Security transactions are accounted for on a trade date basis. Interest income, adjusted for amortization of premium and accretion of discount, is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date. The cost of investments sold is determined by use of the specific identification method. To the extent any issuer defaults on an expected interest payment, the Funds policy is to generally halt any additional interest income accruals and consider the realizability of interest accrued up to the date of default.
(g) FOREIGN CURRENCY TRANSLATION. Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts based upon prevailing exchange rates on the date of valuation. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts based upon prevailing exchange rates on the respective dates of such transactions.
The Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments.
Page 16
Notes to Financial Statements (unaudited) (continued)
Net realized foreign exchange gains or losses arise from sales of foreign currencies, including gains and losses on forward foreign currency contracts, currency gains or losses realized between the trade and settlement dates on securities transactions and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Funds books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities, at the date of valuation, resulting from changes in exchange rates.
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of, among other factors, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.
(h) CREDIT AND MARKET RISK. The Fund invests in high yield and emerging market instruments that are subject to certain credit and market risks. The yields of high yield and emerging market debt obligations reflect, among other things, perceived credit risk. The Funds investment in securities rated below investment grade typically involve risks not associated with higher rated securities including, among others, greater risk related to 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 Funds. The Funds investment in non-dollar denominated securities may also result in foreign currency losses caused by devaluations and exchange rate fluctuations.
(i) DISTRIBUTIONS TO SHAREHOLDERS. Distributions from net investment income for the Fund, if any, are declared and paid on a monthly basis. Distributions of net realized gains, if any, are declared at least annually. Distributions are recorded on the ex-dividend date and are determined in accordance with income tax regulations, which may differ from GAAP.
(j) CASH FLOW INFORMATION. The Fund invests in securities and distributes dividends from net investment income and net realized gains, which are paid in cash and may be reinvested at the discretion of shareholders. These activities are reported in the Statement of Changes in Net Assets and additional information on cash receipts and cash payments are presented in the Statement of Cash Flows.
(k) FEDERAL AND OTHER TAXES. It is the Funds policy to comply with the federal income and excise tax requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies. Accordingly, the Fund intends to distribute substantially all of its taxable income and net realized gains on investments, if any, to shareholders each year. Therefore, no federal income tax provision is required in the Funds financial statements. Under the applicable foreign tax laws, a withholding tax may be imposed on interest, dividends and capital gains at various rates.
(l) RECLASSIFICATION. GAAP requires that certain components of net assets be adjusted to reflect permanent differences between financial and tax reporting. These reclassifications have no effect on net assets or net asset values per share.
Page 17
Notes to Financial Statements (unaudited) (continued)
2. Management and Advisory Fees and Other Transactions
Salomon Brothers Asset Management Inc (SBAM), an indirect wholly-owned subsidiary of Citigroup Inc. (Citigroup) acts as investment manager and administrator of the Fund. SBAM is responsible for the management of the Funds portfolio in accordance with the Funds investment objective and policies. The Fund currently pays SBAM a monthly fee at an annual rate of 1.05% of the Funds average weekly net assets for its services. This fee is calculated daily and paid monthly.
Certain officers and one Director of the Fund are employees of Citigroup or its affiliates and do not receive compensation from the Fund.
3. Investments
During the six months ended August 31, 2005, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) were as follows:
Purchases |
|
$ |
51,578,521 |
|
Sales |
|
34,413,377 |
|
At August 31, 2005, the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were substantially as follows:
Gross unrealized appreciation |
|
$ |
5,195,185 |
|
Gross unrealized depreciation |
|
(69,494 |
) |
|
Net unrealized appreciation |
|
$ |
5,125,691 |
|
At August 31, 2005, the Fund held the following interest rate swap contracts:
Swap Counterparty: |
JPMorgan Chase Bank NA |
|
||
Effective Date: |
12/28/00 |
|
||
Notional Amount: |
$16,000,000 |
|
||
Payments Made by Fund: |
Fixed Rate 6.130% |
|
||
Payments Received by Fund: |
Floating Rate (6 Months LIBOR) |
|
||
Termination Date: |
12/29/10 |
|
||
Unrealized Depreciation: |
$(1,393,766) |
|
||
|
|
|
||
Swap Counterparty: |
JPMorgan Chase Bank NA |
|
||
Effective Date: |
3/3/05 |
|
||
Notional Amount: |
$17,000,000 |
|
||
Payments Made by Fund: |
Fixed Rate 4.805% |
|
||
Payments Received by Fund: |
Floating Rate (6 Months LIBOR) |
|
||
Termination Date: |
3/3/15 |
|
||
Unrealized Depreciation: |
$(479,796) |
|
||
Page 18
Notes to Financial Statements (unaudited) (continued)
At August 31, 2005, the Fund held one loan participation with a cost of $3,972,686 and a market value of $4,041,854.
Transactions in reverse repurchase agreements for the Fund during the six months ended August 31, 2005 were as follows:
Average |
|
Weighted |
|
Maximum |
|
$10,207,583 |
|
0.75% |
|
$10,207,583 |
|
The interest rate on reverse repurchase agreement was 0.750% during the six months ended August 31, 2005. Interest expenses incurred on reverse repurchase agreements totaled $4,253.
At August 31, 2005, the Fund had the following open reverse repurchase agreements:
Face |
|
Security |
|
Value |
|
||
$ |
10,207,583 |
|
Reverse Repurchase Agreement with JPMorgan Chase & Co, dated 8/12/05 bearing 0.750% to be repurchased at $10,285,203 on 8/12/06, collateralized by: $10,000,000 United Mexican States, Medium-Term Notes, Series A, 4.270% due 1/13/09; Market value (including accrued interest) $10,216,806 (Cost $10,207,583) |
|
$ |
10,207,583 |
|
4. Loan
At August 31, 2005, the Fund had a $20,000,000 loan available pursuant to a revolving credit and security agreement, of which the Fund had $15,000,000 outstanding with CHARTA, LLC (as successor by assignment to CXC, LLC) (the Lender), an affiliate of Citigroup, a commercial paper conduit issuer for which Citicorp North America, Inc., an affiliate of the Adviser acts as administrative agent. The loan generally bears interest at a variable rate based on the weighted average interest rates of the 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. For the six months ended August 31, 2005, the Fund incurred interest expense on this loan in the amount of $318,387.
5. Distributions Subsequent to August 31, 2005
On July 25, 2005, the Funds Board declared three distributions, each in the amount of $0.0590 per share payable on September 30, 2005, October 28, 2005 and November 25, 2005 to shareholders of record on September 13, 2005, October 18, 2005 and November 15, 2005, respectively.
6. Regulatory Matters and Related Litigation
On May 31, 2005, the U.S. Securities and Exchange Commission (SEC) issued an order in connection with the settlement of an administrative proceeding against
Page 19
Notes to Financial Statements (unaudited) (continued)
Smith Barney Fund Management LLC (SBFM) and Citigroup Global Markets Inc. (CGMI) relating to the appointment of an affiliated transfer agent for the Smith Barney family of mutual funds (the Funds).
The SEC order finds that SBFM and CGMI willfully violated Section 206(1) of the Investment Advisers Act of 1940 (Advisers Act). Specifically, the order finds that SBFM and CGMI knowingly or recklessly failed to disclose to the boards of the Funds in 1999 when proposing a new transfer agent arrangement with an affiliated transfer agent that: First Data Investors Services Group (First Data), the Funds then-existing transfer agent, had offered to continue as transfer agent and do the same work for substantially less money than before; and that Citigroup Asset Management (CAM), the Citigroup business unit that includes the funds investment manager and other investment advisory companies, had entered into a side letter with First Data under which CAM agreed to recommend the appointment of First Data as sub-transfer agent to the affiliated transfer agent in exchange, among other things, for a guarantee by First Data of specified amounts of asset management and investment banking fees to CAM and CGMI. The order also finds that SBFM and CGMI willfully violated Section 206(2) of the Advisers Act by virtue of the omissions discussed above and other misrepresentations and omissions in the materials provided to the Funds boards, including the failure to make clear that the affiliated transfer agent would earn a high profit for performing limited functions while First Data continued to perform almost all of the transfer agent functions, and the suggestion that the proposed arrangement was in the Funds best interests and that no viable alternatives existed. SBFM and CGMI do not admit or deny any wrongdoing or liability. The settlement does not establish wrongdoing or liability for purposes of any other proceeding.
The SEC censured SBFM and CGMI and ordered them to cease and desist from violations of Sections 206(1) and 206(2) of the Advisers Act. The order requires Citigroup to pay $208.1 million, including $109 million in disgorgement of profits, $19.1 million in interest, and a civil money penalty of $80 million. Approximately $24.4 million has already been paid to the Funds, primarily through fee waivers. The remaining $183.7 million, including the penalty, has been paid to the U.S. Treasury and will be distributed pursuant to a plan prepared by Citigroup and submitted for approval by the SEC. The order also requires that transfer agency fees received from the Funds since December 1, 2004 less certain expenses be placed in escrow and provides that a portion of such fees may be subsequently distributed in accordance with the terms of the order.
The order requires SBFM to recommend a new transfer agent contract to the Fund boards within 180 days of the entry of the order; if a Citigroup affiliate submits a proposal to serve as transfer agent or sub-transfer agent, an independent monitor must be engaged at the expense of SBFM and CGMI to oversee a competitive bidding process. Under the order, Citigroup also must comply with an amended version of a vendor policy that Citigroup instituted in August 2004. That policy, as amended, among other things, requires that when requested by a Fund board, CAM will retain at its own expense an independent consulting expert to advise and assist the board on the selection of certain service providers affiliated with Citigroup.
Page 20
Notes to Financial Statements (unaudited) (continued)
At this time, there is no certainty as to how the proceeds of the settlement will be distributed, to whom such distributions will be made, the methodology by which such distributions will be allocated, and when such distributions will be made. Although there can be no assurance, Citigroup does not believe that this matter will have a material adverse effect on the Funds. The Fund did not implement the contractual arrangement described above and will not receive any payments.
Beginning in August 2005, five class action lawsuits alleging violations of federal securities laws and state law were filed against CGMI and SBFM (collectively, the Defendants) based on the May 31, 2005 settlement order issued against the Defendants by the SEC. The complaints seek injunctive relief and compensatory and punitive damages, removal of SBFM as the advisor for the Smith Barney family of funds, rescission of the Funds management and other contracts with SBFM, recovery of all fees paid to SBFM pursuant to such contracts, and an award of attorneys fees and litigation expenses.
On October 5, 2005, a motion to consolidate the five actions and any subsequently-filed, related action was filed. That motion contemplates that a consolidated amended complaint alleging substantially similar causes of action will be filed in the future.
As of the date of this report, CAM believes that resolution of the pending lawsuit will not have a material effect on the financial position or results of operations of the Funds or the ability of the Advisers and their affiliates to continue to render services to the Funds under their respective contracts.
7. Change in Independent Registered Public Accounting Firm
PricewaterhouseCoopers LLP resigned as the independent registered public accounting firm for the Fund effective June 17, 2005. The Funds Audit Committee approved the engagement of KPMG LLP as the Funds new independent registered public accounting firm for the fiscal year ending February 28, 2006. A majority of the Funds Board of Directors, including a majority of the independent Directors, approved the appointment of KPMG LLP, subject to the right, of the Fund, by a majority vote of the shareholders at any meeting called for that purpose, to terminate the appointment without penalty.
The reports of PricewaterhouseCoopers LLP on the Funds financial statements for each of the last two fiscal years contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. There have been no disagreements with PricewaterhouseCoopers LLP during the Funds two most recent fiscal years and any subsequent interim period on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which, if not resolved to the satisfaction of PricewaterhouseCoopers LLP, would have caused them to make reference thereto in their reports on the financial statements for such years.
8. Other Matters
On June 24, 2005, Citigroup announced that it has signed a definitive agreement under which Citigroup will sell substantially all of its worldwide asset management business to Legg Mason, Inc. (Legg Mason).
Page 21
Notes to Financial Statements (unaudited) (continued)
As part of this transaction, SBAM (the Manager), currently an indirect wholly owned subsidiary of Citigroup, would become an indirect wholly owned subsidiary of Legg Mason. The Manager is the investment Manager to the Fund.
The transaction is subject to certain regulatory approvals, as well as other customary conditions to closing. Subject to such approvals and the satisfaction of the other conditions, Citigroup expects the transaction to be completed later this year.
Under the Investment Company Act of 1940, consummation of the transaction will result in the automatic termination of the investment management contract between the Fund and the Manager. Therefore, the Funds Board of Directors will be asked to approve a new investment management contract between the Fund and the Manager. If approved by the Board, the new investment management contract will be presented to the shareholders of the Fund for their approval.
9. Subsequent Event
The Fund has received information from Citigroup Asset Management (CAM) concerning Smith Barney Fund Management LLC (SBAM), an investment advisory company that is part of CAM. The information received from CAM is as follows:
On September 16, 2005, the staff of the Securities and Exchange Commission (the Commission) informed SBAM that the staff is considering recommending that the Commission institute administrative proceedings against SBAM for alleged violations of Sections 19(a) and 34(b) of the Investment Company Act (and related Rule 19a-1). The notification is a result of an industry wide inspection undertaken by the Commission and is based upon alleged deficiencies in disclosures regarding dividends and distributions paid to shareholders of certain funds. In connection with the contemplated proceedings, the staff may seek a cease and desist order and/or monetary damages from SBAM.
Although there can be no assurance, SBAM believes that this matter is not likely to have a material adverse effect on the Fund or SBAMs ability to perform investment advisory services relating to the Fund.
The Commission staffs recent notification will not affect the sale by Citigroup Inc. of substantially all of CAMs worldwide business to Legg Mason, Inc., which Citigroup continues to expect will occur in the fourth quarter of this year.
Page 22
Board Approval of Management Agreement (unaudited)
Background
The members of the Board of Salomon Brothers Emerging Markets Floating Rate Fund Inc. (the Fund), including the Funds independent, or non-interested, Board members (the Independent Board Members), received extensive information from the Funds manager (the Manager) to assist them in their consideration of the Funds management agreement (the Management Agreement). This includes a variety of information about the Manager, including the advisory arrangements for the Fund and other funds overseen by the Board, certain portions of which are discussed below.
At an in-person meeting held on July 25 and 26, 2005, a presentation was made to the Board by the Manager that encompassed the Fund and all the funds for which the Board has responsibility. The Board evaluated information made available on a fund-by-fund basis and their determinations were made separately in respect of each fund, including the Fund. This Fund has a combined investment advisory and administration agreement. The discussion below covers both advisory and administrative functions being rendered by the Manager.
Board Approval of Management Agreement
The Board unanimously approved the continuation of the Management Agreement for a period of up to one year concluding, in doing so, that the Manager should continue to be the Funds investment adviser and that the compensation payable under the agreement is fair and reasonable in light of the services performed, expenses incurred and such other matters as the Board considered relevant in the exercise of its business judgment. In approving continuance of the Management Agreement, the Board considered the announcement on June 24, 2005 by Citigroup that it had signed a definitive agreement under which Citigroup will sell substantially all of its worldwide asset management business to Legg Mason, Inc. Upon completion of this transaction the Manager, currently an indirect wholly-owned subsidiary of Citigroup, would become an indirect wholly-owned subsidiary of Legg Mason, Inc. and the Management Agreement will terminate. Other factors considered and conclusions rendered by the Board in determining to approve the continuation of the Management Agreement included the following:
Nature, Extent and Quality of the Services under the Management Agreement
The Board received and considered information regarding the nature, extent and quality of services provided to the Fund by the Manager under the Management Agreement during the past year. The Board also received a description of the administrative and other services rendered to the Fund and its shareholders by the Manager. The Board noted that it had received information at regular meetings throughout the year related to the services rendered by the Manager about the management of the Funds affairs and the Managers role in coordinating the activities of the Funds other service providers. The Boards evaluation of the services provided by the Manager took into account the Boards knowledge and familiarity gained as Board members of funds in the Citigroup Asset Management (CAM) fund complex, including the scope and quality of the Managers investment management
Page 23
Board Approval of Management Agreement (unaudited) (continued)
and other capabilities and the quality of its administrative and other services. The Board considered that the scope of services provided by the Manager had expanded over time as a result of regulatory and other developments, including maintaining and monitoring its own and the Funds expanded compliance programs. The Board also considered the Managers response to recent regulatory compliance issues affecting it and the CAM fund complex. The Board reviewed information received from the Manager regarding the implementation to date of the Funds compliance policies and procedures established pursuant to Rule 38a-1 under the Investment Company Act of 1940.
The Board reviewed information describing the qualifications, backgrounds and responsibilities of the Funds senior personnel and the portfolio management team primarily responsible for the day-to-day portfolio management of the Fund. The Board also considered the willingness of the Manager to consider and implement organizational changes to improve investment results and the services provided to the CAM fund complex. The Board also considered financial information from the Manager and based on its general knowledge of the Manager, affiliates, the financial resources available to CAM and its parent organization, Citigroup Inc.
The Board also considered information presented regarding the Managers brokerage policies and practices, the standards applied in seeking best execution, the use of a broker affiliated with the Manager and the existence of quality controls applicable to brokerage allocation procedures. In addition, the Manager also reported to the Board on, among other things, its business plans, recent organizational changes and portfolio manager compensation plan.
The Board concluded that, overall, it was satisfied with the nature, extent and quality of services provided (and expected to be provided) under the Management Agreement.
Fund Performance
The Board received and considered performance information for the Fund as well as for a group of funds (the Performance Universe) selected by Lipper, Inc. (Lipper), an independent provider of investment company data. The Board was provided with a description of the methodology Lipper used to select the funds included in the Performance Universe. The Board also noted that it had received information prepared by the Manager throughout the year at periodic intervals comparing the Funds performance against its benchmark(s) and Lipper peers.
The information comparing the Funds performance to that of its Performance Universe, consisting of all closed-end non-leveraged funds classified as emerging markets debt funds by Lipper*, showed that the Funds performance for all periods presented, except the one-year period, was below than the median. However, this underperformance was due to the Fund being a floating rate fund and its Lipper peer group not being floating rate and on an absolute basis, the Fund had strong historical performance. Based on their review, which included consideration of all of the factors noted above, and recognizing the limited number of funds in the Performance Universe, the Board concluded that the investment performance of the Fund has been satisfactory over time.
* Lipper compares funds that charge management fees against net assets with non-leverage funds, even in those cases where the funds may use leverage.
Page 24
Board Approval of Management Agreement (unaudited) (continued)
Management Fees and Expense Ratios
The Board considered the contractual management fee (the Contractual Management Fee) payable by the Fund to the Manager in light of the nature, extent and quality of the management services provided by the Manager. Additionally, the Board received and considered information prepared by Lipper comparing the Funds Contractual Management Fees and the Funds overall expenses with those of funds in a relevant expense group and a broader group of funds, each selected and provided by Lipper. The Board also reviewed information regarding fees charged by the Manager to other U.S. clients investing primarily in an asset class similar to that of the Fund including, where applicable, separate accounts. The Manager reviewed with the Board the significant differences in scope of services provided to the Fund and the scope of the services provided to these other clients, noting that, unlike such other clients, the Fund is provided with administrative services, office facilities, Fund officers (including the Funds chief executive, chief financial and chief compliance officers), and that the Manager coordinates and oversees the provision of services to the Fund by other Fund providers. The Board considered the fee comparisons in light of the broader range of services provided to the Fund and did not place a significant weight on this factor. The Board received an analysis of complex-wide management fees provided by the Manager, which, among other things, set out a proposed framework of fees based on asset classes.
The information comparing the Funds Contractual Management Fees as well as its actual total expense ratio to its Expense Group, consisting of 4 closed-end non-leveraged funds (including the Fund) classified as emerging markets debt funds by Lipper, showed that the Funds Contractual Management Fees were below the median range of management fees paid by the other funds in the Expense Group. The Board noted that the Funds actual total expense ratio was above the median, and recognizing both that the Fund had higher expenses due to it being leveraged via a bank loan and the limited number of funds in the Expense Group, concluded that the expense ratio of the Fund was accepted in the light of the quality of the services the Fund received and such other factors as the Board considered relevant.
Taking all of the above into consideration, the Board determined that the Funds Management Fee was reasonable in light of the nature, extent and quality of the services provided to the Fund under the Management Agreement.
The material factors and conclusions that formed the basis for the Boards determination to approve the continuance of the Management Agreement (including the determinations that the Manager should continue to serve as the investment adviser to the Fund and that the fees payable to the Manager pursuant to the Management Agreement are appropriate) included the following:
Manager Profitability
The Board considered information regarding the profitability to Manager and its affiliates of their relationships with the Fund. The Board also received profitability information with respect to the CAM fund complex as a whole. In addition, the Board received
Page 25
Board Approval of Management Agreement (unaudited) (continued)
information with respect to the Managers allocation methodologies used in preparing this profitability data as well as a report from an outside consultant that had reviewed the Managers methodology. Based upon their review of the information made available, the Board concluded that the Managers profitability was not excessive in light of the nature, extent and quality of the services provided to the Fund.
Economies of Scale
The Board received and considered information regarding whether there have been economies of scale with respect to the management of the Fund, whether the Fund has appropriately benefited from any economies of scale, and whether, given the Funds closed-end structure, there is a realistic potential for realization of any further economies of scale. The Board considered whether economies of scale in the provision of services to the Fund were being passed along to the shareholders. The Board also considered whether alternative fee structures (such as breakpoints at lower asset levels) would be more appropriate or reasonable taking into consideration economies of scale or other efficiencies.
The Board also noted that as the Funds assets have increased over time, it has realized other economies of scale as certain expenses, such as fees for Board members, auditors and legal fees, become a smaller percentage of overall assets.
Generally, in light of the Managers profitability data, and such other factors as the Board considered relevant, the Board concluded that the Managers sharing of current economies of scale with the Fund was reasonable.
Other Benefits to the Manager
The Board considered other benefits received by the Manager and its affiliates as a result of their relationship with the Fund, including soft dollar arrangements and the opportunity to offer additional products and services to Fund shareholders.
In light of the costs of providing investment management and other services to the Fund and the Managers ongoing commitment to the Fund, other ancillary benefits that the Manager and its affiliates received were not considered unreasonable to the Board.
Conclusion
No single factor considered by the Board was identified by the Board as the principal factor in determining whether to approve the Management Agreement to continue for another year and Directors gave different weights to the various factors considered. The Independent Board Members were advised by separate independent legal counsel throughout the process. The Board received a memorandum from their independent counsel discussing the legal standards for their consideration of the continuation of the Management Agreement and, prior to voting, discussed the proposed continuance of the Management Agreement in a private session with such counsel at which no representatives of the Manager were present.
Page 26
Additional Shareholder Information (unaudited)
Results of Annual Meeting of Shareholders
The Annual Meeting of Shareholders of Salomon Brothers Emerging Markets Floating Rate Fund Inc. was held on June 16, 2005, for the purposes of considering and voting upon the election of Dr. Riordan Roett and Jeswald W. Salacuse, as Class I Directors to serve until the 2008 Annual Meeting of Shareholders. The following table provides information concerning the matter voted upon at the meeting:
Election of Directors
Nominees |
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Votes For |
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Votes Withheld |
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Dr. Riordan Roett |
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3,801,622 |
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80,347 |
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Jeswald W. Salacuse |
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3,802,321 |
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79,648 |
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At August 31, 2005, in additional to Dr. Riordan Roett and Jeswald W. Salacuse, the other Directors of the Fund were as follows:
Carol L. Colman
Daniel P. Cronin
William H. Hutchinson
Leslie H. Gelb
R. Jay Gerken
Page 27
Dividend Reinvestment Plan (unaudited)
1. Each shareholder initially purchasing shares of common stock (Shares) of Salomon Brothers Emerging Markets Floating Rate Fund Inc. (Fund) on or after September 6, 1996 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 distributions in cash, paid by check, mailed directly to the record holder by or under the direction of American Stock Transfer & Trust Company as the Funds 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 shareholders name in order to participate, otherwise 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.
2. Unless the Fund declares a distribution payable only in the form of cash, the Agent will apply all distributions in the manner set forth below.
3. 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 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 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.
4. 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 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 Trading Day prior to the ex-dividend date next succeeding the distribution payment date.
5. If (i) the Agent has not invested the full distribution 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 distribution 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 distribution.
Page 28
Dividend Reinvestment Plan (unaudited) (continued)
6. In the event that all or part of a 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 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.
7. 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.
8. Purchases by the Agent pursuant to paragraphs 4 and 7 above may be made on any securities exchange on which the Shares of the Fund 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 Participants account. The Agent may commingle amounts of all Participants to be used for open-market purchases of Shares and 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.
9. 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 Participants name or that of its nominee, and each Participants 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.
10. 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
Page 29
Dividend Reinvestment Plan (unaudited) (continued)
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. Distributions on fractional shares will be credited to each Participants account. In the event of termination of a Participants account under Plan, the Agent will adjust for any such undivided fractional interest in cash at the market value of the Funds Shares at the time of termination less the pro rata expense of any sale required to make such an adjustment.
11. Any share distributions 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.
12. The Agents service fee for handling capital gains distributions or income distributions will be paid by the Fund. Participants will be charged a pro rata share of brokerage commissions on all open-market purchases.
13. 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 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 distribution. The Plan may be amended or terminated by the Fund as applied to any voluntary cash payments made and any distributions paid subsequent to written notice of the change or termination sent to Participants at least 30 days prior to the record date for the distributions. The Plan may be amended or terminated by the Agent, with the Funds 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 Participants Shares and remit the proceeds to Participant, the Agent is authorized to deduct a brokerage commission for this transaction from the proceeds.
14. 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 Participants 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 distributions, the Fund will be authorized to pay to such successor Agent, for each Participants account, all distributions payable on Shares of the Fund held in each
Page 30
Dividend Reinvestment Plan (unaudited) (continued)
Participants name or under the Plan for retention or application by such successor Agent as provided in these terms and conditions.
15. 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 Holders name and held for the account of beneficial owners who are to participate in the Plan.
16. 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.
17. All correspondence concerning the Plan should be directed to the Agent at 59 Maiden Lane, New York, New York 10038.
Page 31
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Directors |
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Salomon Brothers Emerging |
CAROL L. COLMAN DANIEL P. CRONIN LESLIE H. GELB R. JAY GERKEN, CFA WILLIAM H. HUTCHINSON RIORDAN ROETT JESWALD W. SALACUSE
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Markets Floating Rate Fund Inc. |
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INVESTMENT MANAGER AND ADMINISTRATOR Salomon Brothers Asset
Management Inc
CUSTODIAN State Street Bank and
Trust Company |
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Officers R. JAY GERKEN, CFA Chairman
and PETER J. WILBY, CFA President ANDREW B. SHOUP Senior
Vice President and FRANCES M. GUGGINO Chief
Financial Officer JAMES E. CRAIGE, CFA Executive Vice President THOMAS K. FLANAGAN, CFA Executive Vice President ANDREW BEAGLEY Chief Compliance Officer WENDY S. SETNICKA Controller ROBERT I. FRENKEL Secretary
and
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DIVIDEND DISBURSING AND TRANSFER AGENT American Stock Transfer
& Trust Company LEGAL COUNSEL Simpson Thacher &
Bartlett LLP INDEPENDENT REGISTERED PUBLIC KPMG LLP NEW YORK STOCK EXCHANGE SYMBOL EFL
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This report is transmitted to the shareholders of Salomon Brothers Emerging Markets Floating Rate Fund Inc. 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. |
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Salomon Brothers Emerging Markets Floating Rate Fund Inc.
Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940, as amended, that from time to time the Fund may purchase, at market prices, shares of its common stock in the open market.
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Funds Forms N-Q are available on the Commissions website at www.sec.gov. The Funds Forms N-Q may be reviewed and copied at the Commissions Public Reference Room in Washington D.C., and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. To obtain information on Form N-Q from the Fund, shareholders can call 1-800-446-1013.
Information on how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, and a description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available (1) without charge, upon request, by calling 1-800-446-1013, (2) on the Funds website at www.citigroupam.com and (3) on the SECs website at www.sec.gov. |
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American Stock Transfer & |
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59 Maiden Lane |
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New York, New York 10038 |
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EFLSEMI 8/05 |
05-8320 |
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ITEM 2. CODE OF ETHICS.
Not applicable.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Not applicable.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not applicable.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable.
ITEM 6. SCHEDULE OF INVESTMENTS.
Not applicable.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 8. [RESERVED]
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
Not applicable.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
ITEM 11. CONTROLS AND PROCEDURES.
(a) The registrants principal executive officer and principal financial officer have concluded that the registrants 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 registrants internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the registrants last fiscal half-year (the registrants second fiscal half-year in the case of an annual report) that have materially affected, or are likely to materially affect the registrants internal control over financial reporting.
ITEM 12. EXHIBITS.
(a) Not applicable.
(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 Floating Rate Fund Inc.
By: |
/s/ R. Jay Gerken |
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R. Jay Gerken |
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Chief Executive Officer of |
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Salomon Brothers Emerging Markets Floating Rate Fund Inc. |
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Date: November 10, 2005 |
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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 |
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R. Jay Gerken |
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Chief Executive Officer of |
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Salomon Brothers Emerging Markets Floating Rate Fund Inc. |
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Date: November 10, 2005 |
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By: |
/s/ Frances M. Guggino |
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Frances M. Guggino |
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Chief Financial Officer of |
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Salomon Brothers Emerging Markets Floating Rate Fund Inc. |
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Date: November 10, 2005 |
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