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

 

Salomon Brothers Emerging Markets Floating Rate Fund Inc.

(Exact name of registrant as specified in charter)

 

125 Broad Street, New York, NY

 

10004

(Address of principal executive offices)

 

(Zip code)

 

Robert I. Frenkel, Esq.
Legg Mason & Co., LLC
300 First Stamford Place, 4th Fl.
Stamford, CT 06902

(Name and address of agent for service)

 

Registrant’s telephone number, including area code:

(800) 725-6666

 

 

Date of fiscal year end:

February 28

 

 

Date of reporting period:

February 28, 2006

 

 



 

ITEM 1.                                                     REPORT TO STOCKHOLDERS.

 

The Annual Report to Stockholders is filed herewith.

 



 

Salomon Brothers Emerging Markets Floating Rate Fund Inc.

 

 

ANNUAL REPORT

 

 

FEBRUARY 28, 2006

 

 

 

INVESTMENT PRODUCTS: NOT FDIC INSURED NO BANK GUARANTEE MAY LOSE VALUE

 



 

Salomon Brothers Emerging Markets Floating Rate Fund Inc.

 

 

Annual Report February 28, 2006

 

What’s Inside

 

Fund Objective

 

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.

 

Letter from the Chairman

I

 

 

Manager Overview

1

 

 

Fund at a Glance

5

 

 

Schedule of Investments

6

 

 

Statement of Assets and Liabilities

9

 

 

Statement of Operations

10

 

 

Statements of Changes in Net Assets

11

 

 

Statement of Cash Flows

12

 

 

Financial Highlights

13

 

 

Notes to Financial Statements

14

 

 

Report of Independent Registered Public Accounting Firm

22

 

 

Board Approval of Management Agreement

23

 

 

Additional Information

30

 

 

Annual Chief Executive Officer and Chief Financial Officer Certification

34

 

 

Additional Shareholder Information

35

 

 

Important Tax Information

36

 

 

Dividend Reinvestment Plan

37

 

“Smith Barney” and “Salomon Brothers” are service marks of Citigroup, licensed for use by Legg Mason as the names of funds and investment managers. Legg Mason and its affiliates, as well as the fund’s investment manager, are not affiliated with Citigroup.

 



 

Letter from the Chairman

 

 

R. JAY GERKEN, CFA

Chairman and Chief Executive Officer

 

Dear Shareholder,

 

Despite numerous obstacles, including rising short-term interest rates, surging oil prices, a destructive hurricane season, and geopolitical issues, the U.S. economy continued to expand during the fiscal year discussed in this annual report. After a 3.3% advance in the second quarter of 2005, gross domestic product (“GDP”)(i) growth was 4.1% in the third quarter. However, there were conflicting economic signals in the fourth quarter. While the Labor Department announced that the unemployment rate fell to 4.7% in January 2006, its lowest level in four years, fourth quarter GDP growth was 1.7%. This decline in GDP growth was, in large part, due to slower consumer spending.

 

Given the economic expansion and inflationary concerns, the Federal Reserve Board (“Fed”)(ii) continued to raise interest rates throughout the period. After raising rates six times from June 2004 through February 2005, the Fed increased its target for the federal funds rate(iii) in 0.25% increments eight additional times over the fiscal year. This represents the longest sustained Fed tightening cycle since the 1970s. All told, the Fed’s fourteen rate hikes have brought the target for the federal funds rate from 1.00% to 4.50%. After the end of the Fund’s reporting period, at its March meeting, the Fed raised the federal funds rate by an additional 0.25% to 4.75%.

 

As expected, both short- and long-term yields rose over the reporting period. During the 12 months ended February 28, 2006, two-year Treasury yields increased from 3.59% to 4.69%. Over the same period, 10-year Treasury yields moved from 4.38% to 4.55%. As these figures show, at the end of the reporting period the yield curve was inverted, as the yield on two-year Treasuries surpassed that of 10-year Treasuries. This anomaly has historically foreshadowed an economic slowdown or recession. However,

 

Salomon Brothers Emerging Markets Floating Rate Fund Inc.      I



 

some experts, including new Fed Chairman Ben Bernanke, believe the inverted yield curve is largely a function of strong foreign demand for longer-term bonds. Looking at the 12-month period as a whole, the overall bond market, as measured by the Lehman Brothers U.S. Aggregate Index(iv), returned 2.74%.

 

The high yield market generated a modest gain during the reporting period. While corporate balance sheets continued to strengthen and corporate profits were generally strong, these positive developments took a back seat to the highly publicized downgrades of General Motors Corporation and Ford Motor Company. During the 12-month period ended February 28, 2006, the Citigroup High Yield Market Index(v) returned 2.79%.

 

Emerging markets debt continued to produce strong results over the fiscal year, as the JPMorgan Emerging Markets Bond Index Global (“EMBI Global”)(vi) returned 13.08%. Improving domestic spending and high energy and commodity prices supported many emerging market countries. In addition, many emerging market countries have strengthened their balance sheets in recent years. This more than offset the potential negatives associated with rising U.S. interest rates.

 

Please read on for a more detailed look at prevailing economic and market conditions during the Fund’s fiscal year and to learn how those conditions have affected Fund performance.

 

Special Shareholder Notice

 

On December 1, 2005, Citigroup Inc. (“Citigroup”) completed the sale of substantially all of its asset management business, Citigroup Asset Management (“CAM”), to Legg Mason, Inc. (“Legg Mason”). As a result, the Fund’s investment adviser (the “Manager”), previously an indirect wholly-owned subsidiary of Citigroup, became a wholly-owned subsidiary of Legg Mason. Completion of the sale caused the Fund’s existing investment management contract to terminate. The Fund’s shareholders previously approved a new investment management contract between the Fund

 

II      Salomon Brothers Emerging Markets Floating Rate Fund Inc.



 

and the Manager, which became effective on December 1, 2005.

 

As previously described in proxy statements that were mailed to shareholders of the Fund in connection with the transaction, Legg Mason intends to combine the fixed-income operations of the Manager with those of Legg Mason’s wholly-owned subsidiary, Western Asset Management Company, and its affiliates (“Western Asset”). This combination will involve Western Asset and the Manager sharing common systems and procedures, employees (including portfolio managers), investment trading platforms, and other resources. At a future date Legg Mason expects to recommend to the Boards of Directors of the Fund that Western Asset be appointed as the advisor or sub-advisor to the Fund, subject to applicable regulatory requirements.

 

The portfolio management team of S. Kenneth Leech, Stephen A. Walsh, Keith J. Gardner and Matthew C. Duda assumed portfolio management responsibilities for the Fund in mid-March, 2006. These portfolio managers are employees of the Manager for purposes of carrying out their duties relating to the Fund and they also will continue to serve as employees of Western Asset. Messrs. Leech, Walsh, Gardner and Duda each have been employed by Western Asset for more than five years.

 

The Board is working with the Manager, Western Asset, and the portfolio managers to implement an orderly combination of the Manager’s fixed-income operations and Western Asset in the best interests of the Fund and its shareholders.

 

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 Fund’s 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.

 

Salomon Brothers Emerging Markets Floating Rate Fund Inc.      III



 

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 Manager with regard to recent regulatory developments is contained in the Notes to Financial Statements included in this report.

 

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

 

March 30, 2006

 

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 U.S. Aggregate 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 d’Ivoire, Croatia, Ecuador, Greece, Hungary, Lebanon, Malaysia, Mexico, Morocco, Nigeria, Panama, Peru, the Philippines, Poland, Russia, South Africa, South Korea, Thailand, Turkey and Venezuela.

 

IV      Salomon Brothers Emerging Markets Floating Rate Fund Inc.



 

Manager Overview

 

Q. What were the overall market conditions during the Fund’s reporting period?

 

A. Emerging markets debt returned 13.08% for the 12 months ending February 28, 2006, as represented by the JPMorgan Emerging Markets Bond Index Global (“EMBI Global”)(i). Strong country fundamentals, resurgent commodity prices (particularly in metals, agriculture and oil) and positive market technicals offset the downward pressure exerted by eight “measured” increases in the federal funds rate(ii) throughout 2005 and credit contagion from the auto sector during the volatile Spring of 2005. Continued progress on political and economic reform in many emerging countries and the generally positive macro environment supported broad credit quality improvements across emerging markets during the year.

 

Emerging markets debt trended positive during the first two months of calendar year 2005 despite concerns over the path of U.S. interest rates, risks of higher inflation and new bond issuance weighing on the market. However, indications of potentially more aggressive tightening (50-basis-point increments) from the Federal Reserve Board (“Fed”)(iii) and increasingly prominent inflation worries led the market down in March, broadly in line with the U.S. Treasury market. Markets remained under pressure in early April as the highly visible troubles in the auto sector led to increased volatility in all credit markets.

 

Nevertheless, markets stabilized by mid-April and followed a generally upward trajectory through the remainder of the fiscal period as U.S. Treasury market volatility declined, the U.S. equity market recovered and country fundamentals remained broadly supportive. October was the only negative month of performance in the second half of the fiscal year discussed in this report. Emerging debt declined as investors turned cautious over inflation and growth concerns and the negative tone in U.S. equity markets. Despite the weakness in October, strong technicals served as the primary driver of emerging markets’ performance through the second half of the fiscal year. Significant strategic inflows into the asset class combined with limited new bond issuance created a very positive technical picture for the market.

 

Spreads(iv) tightened 146 basis points during the period, closing at 187 basis points over U.S. Treasuries. Of note, sovereign spreads tightened 67 basis points alone during the month of June 2005 due primarily to index rebalancing with the conclusion of the Argentine bond exchange.

 

Performance Review

 

For the twelve months ended February 28, 2006, Salomon Brothers Emerging Markets Floating Rate Fund Inc., returned 13.31%, based on its net asset value (“NAV”)(v) and 4.77% based on its New York Stock Exchange (“NYSE”) market price per share. In comparison, the Fund’s unmanaged benchmark, the EMBI Global returned 13.08% and its Lipper Emerging Markets Debt Closed-End Funds Category Average(vi) increased 4.32%

 

Salomon Brothers Emerging Markets Floating Rate Fund Inc. 2006 Annual Report      1



 

over the same time frame. Please note that Lipper performance returns are based on each funds’ NAV.

 

During the twelve-month period of this report, the Fund made distributions to shareholders totaling $0.7580 per share (which may have included a return of capital).

 

The performance table shows the Fund’s 12-month total return based on its NAV and market price as of February 28, 2006. Past performance is no guarantee of future results.

 

Performance Snapshot as of February 28, 2006 (unaudited)

 

Price Per Share

 

12 Month
Total Return

 

 

 

 

 

$15.24 (NAV)

 

13.31%

 

 

$13.85 (Market Price)

 

4.77%

 

 

 

All figures represent past performance and are not a guarantee of future results.

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.

 

Q. What were the most significant factors affecting Fund performance?

 

What were the leading contributors to performance?

 

A. Over the 12 months ended February 28, 2006, the Fund benefited from positive country selection, particularly from its overweight positions in Argentina, Colombia and Brazil and underweights in Malaysia and China.

 

What were the leading detractors from performance?

 

A. Our security selection, primarily in Brazil, Mexico and Venezuela, detracted from Fund performance relative to its benchmark during the period. Importantly, in compliance with its floating rate guidelines, the Fund favored short duration securities over long duration during the period. This negatively affected Fund performance as long duration securities substantially outperformed those of shorter duration during the Fund’s fiscal year ended February 28, 2006.

 

Q. Were there any significant changes to the Fund during the reporting period?

 

A. During the reporting period, the Fund eliminated its position in Bulgaria and initiated positions in Argentina, Ukraine and Uruguay.

 

2      Salomon Brothers Emerging Markets Floating Rate Fund Inc. 2006 Annual Report



 

Looking for Additional Information?

 

The Fund is traded under the symbol “EFL” and its closing market price is available in many newspapers under the NYSE listings. The daily NAV is available on-line under symbol XEFLX. Barron’s and The Wall Street Journal’s Monday editions carry closed-end fund tables that 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.leggmason.com/InvestorServices.

 

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 Fund’s current NAV, market price, and other information.

 

Thank you for your investment in the Salomon Brothers Emerging Markets Floating Rate Fund Inc. As ever, we appreciate that you have chosen us to manage your assets and we remain focused on achieving the Fund’s investment goals.

 

Sincerely,

 

Peter J. Wilby, CFA

Thomas K. Flanagan, CFA

President

Executive Vice President

March 30, 2006

 

Salomon Brothers Emerging Markets Floating Rate Fund Inc. 2006 Annual Report      3



 

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 higher-rated and domestic investments. Investing in foreign securities is subject to certain risks typically 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 Fund’s performance.

 

All index performance reflects no deduction for fees, expenses or taxes. Please note that an investor cannot invest directly in an index.

 


(i)

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 d’Ivoire, Croatia, Ecuador, Greece, Hungary, Lebanon, Malaysia, Mexico, Morocco, Nigeria, Panama, Peru, the Philippines, Poland, Russia, South Africa, South Korea, Thailand, Turkey and Venezuela.

 

 

(ii)

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.

 

 

(iii)

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.

 

 

(iv)

Yield spread is the difference between yields on securities of the same quality but different maturities or the difference between yields on securities of the same maturity but different quality.

 

 

(v)

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 at the Fund’s market price as determined by supply of and demand for the Fund’s shares.

 

 

(vi)

Lipper, Inc. is a major independent mutual-fund tracking organization. Returns are based on the 12-month period ended February 28, 2006, including the reinvestment of distributions, including returns of capital, if any, calculated among the 13 funds in the Fund’s Lipper category, and excluding sales charges.

 

4      Salomon Brothers Emerging Markets Floating Rate Fund Inc. 2006 Annual Report



 

Fund at a Glance (unaudited)

 

Investment Breakdown

 

As a Percent of Total Investments

 

 

Salomon Brothers Emerging Markets Floating Rate Fund Inc. 2006 Annual Report      5



 

Schedule of Investments (February 28, 2006)

 

SALOMON BROTHERS EMERGING MARKETS FLOATING RATE FUND INC.

 

Face
Amount

 

Security(a)

 

Value

 

 

 

 

 

 

 

SOVEREIGN BONDS — 94.6%

 

 

 

Argentina — 5.5%

 

 

 

 

 

 

 

Republic of Argentina:

 

 

 

$

1,181,250

 

4.889% due 8/3/12 (b)

 

$

1,102,280

 

2,722,564

 

Discount Notes, 8.280% due 12/31/33

 

2,737,539

 

7,418,397

 

GDP-Linked Securities, 0.000% due 12/15/35 (b)

 

573,071

 

 

 

 

 

 

 

 

 

Total Argentina

 

4,412,890

 

 

 

 

 

 

 

Brazil — 24.7%

 

 

 

 

 

 

 

Federative Republic of Brazil:

 

 

 

1,600,000

 

7.875% due 3/7/15

 

1,796,400

 

 

 

DCB, Series L:

 

 

 

3,154,470

 

5.250% due 4/15/12 (b)(c)

 

3,155,259

 

6,232,468

 

5.250% due 4/15/12 (b)

 

6,234,026

 

2,692,308

 

FLIRB, Series L, 5.188% due 4/15/09 (b)

 

2,693,991

 

2,365,596

 

MYDFA, 4.875% due 9/15/07 (b)(c)

 

2,365,596

 

3,469,408

 

NMB, Series L, 5.250% due 4/15/09 (b)

 

3,470,275

 

 

 

 

 

 

 

 

 

Total Brazil

 

19,715,547

 

 

 

 

 

 

 

Colombia — 8.1%

 

 

 

 

 

 

 

Republic of Colombia:

 

 

 

2,000,000

 

8.047% due 3/17/13 (b)(c)

 

2,255,000

 

4,000,000

 

6.550% due 11/16/15 (b)

 

4,220,000

 

 

 

 

 

 

 

 

 

Total Colombia

 

6,475,000

 

 

 

 

 

 

 

Ecuador — 4.6%

 

 

 

 

 

 

 

Republic of Ecuador:

 

 

 

925,000

 

12.000% due 11/15/12 (c)

 

945,813

 

2,775,000

 

Step bond to yield 20.000% due 8/15/30 (c)

 

2,752,800

 

 

 

 

 

 

 

 

 

Total Ecuador

 

3,698,613

 

 

 

 

 

 

 

Mexico — 15.9%

 

 

 

 

 

 

 

United Mexican States:

 

 

 

825,000

 

7.500% due 1/14/12

 

913,481

 

11,600,000

 

Medium-Term Notes, Series A, 5.280% due 1/13/09 (b)

 

11,785,600

 

 

 

 

 

 

 

 

 

Total Mexico

 

12,699,081

 

 

 

 

 

 

 

Panama — 4.8%

 

 

 

 

 

3,837,191

 

Republic of Panama, PDI, 5.563% due 7/17/16 (b)

 

3,789,226

 

 

See Notes to Financial Statements.

 

6      Salomon Brothers Emerging Markets Floating Rate Fund Inc. 2006 Annual Report



 

Schedule of Investments (February 28, 2006) (continued)

 

Face
Amount

 

Security(a)

 

Value

 

 

 

 

 

 

 

Peru — 5.6%

 

 

 

 

 

 

 

Republic of Peru:

 

 

 

$

3,479,000

 

FLIRB, 5.000% due 3/7/17 (b)

 

$

3,392,025

 

1,045,500

 

PDI, 5.000% due 3/7/17 (b)

 

1,024,590

 

 

 

 

 

 

 

 

 

Total Peru

 

4,416,615

 

 

 

 

 

 

 

Philippines — 5.3%

 

 

 

 

 

 

 

Republic of the Philippines:

 

 

 

2,250,000

 

10.625% due 3/16/25

 

2,925,000

 

1,100,000

 

9.500% due 2/2/30

 

1,318,625

 

 

 

 

 

 

 

 

 

Total Philippines

 

4,243,625

 

 

 

 

 

 

 

Russia — 5.4%

 

 

 

 

 

3,775,000

 

Russian Federation, step bond to yield 6.543% due 3/31/30 (c)

 

4,265,750

 

 

 

 

 

 

 

Turkey — 5.4%

 

 

 

 

 

 

 

Republic of Turkey:

 

 

 

550,000

 

12.375% due 6/15/09

 

660,000

 

700,000

 

11.500% due 1/23/12

 

891,625

 

575,000

 

11.000% due 1/14/13

 

738,156

 

800,000

 

11.875% due 1/15/30

 

1,270,000

 

625,000

 

Collective Action Securities, Notes, 9.500% due 1/15/14

 

753,906

 

 

 

 

 

 

 

 

 

Total Turkey

 

4,313,687

 

 

 

 

 

 

 

Ukraine — 1.6%

 

 

 

 

 

1,200,000

 

Republic of Ukraine, 8.235% due 8/5/09 (b)(c)

 

1,296,000

 

 

 

 

 

 

 

Uruguay — 1.5%

 

 

 

 

 

1,100,000

 

Republic of Uruguay, Benchmark Bonds, 7.500% due 3/15/15

 

1,171,500

 

 

 

 

 

 

 

Venezuela — 6.2%

 

 

 

 

 

 

 

Bolivarian Republic of Venezuela:

 

 

 

2,500,000

 

Collective Action Securities, 5.614% due 4/20/11 (b)(c)

 

2,524,375

 

2,380,766

 

DCB, Series DL, 5.563% due 12/18/07 (b)

 

2,386,718

 

 

 

Total Venezuela

 

4,911,093

 

 

 

 

 

 

 

 

 

TOTAL SOVEREIGN BONDS
(Cost — $69,582,209)

 

75,408,627

 

 

 

 

 

 

 

LOAN PARTICIPATION (b)(d) — 4.4%

 

 

 

Morocco — 4.4%

 

 

 

 

 

3,477,486

 

Kingdom of Morocco, Tranche A, 5.688% due 1/2/09
(JPMorgan Chase & Co., UBS Financial Services Inc.)
(Cost — $3,415,125)

 

3,481,833

 

 

 

 

 

 

 

 

 

TOTAL INVESTMENTS BEFORE SHORT-TERM INVESTMENT
(Cost — $72,997,334)

 

78,890,460

 

 

See Notes to Financial Statements.

 

Salomon Brothers Emerging Markets Floating Rate Fund Inc. 2006 Annual Report      7



 

Schedule of Investments (February 28, 2006) (continued)

 

Face
Amount

 

Security(a)

 

Value

 

 

 

 

 

SHORT-TERM INVESTMENT — 1.0%

 

 

 

Repurchase Agreement — 1.0%

 

 

 

$

796,000

 

Interest in $597,866,000 joint tri-party repurchase agreement dated 2/28/06 with Merrill Lynch, Pierce, Fenner & Smith Inc., 4.550% due 3/1/06; Proceeds at maturity — $796,101; (Fully collateralized by U.S. Treasury bills, 0.000% due 4/13/06 to 7/20/06; Market value — $811,925)
(Cost — $796,000)

 

$

796,000

 

 

 

 

 

 

 

 

 

 

 

TOTAL INVESTMENTS — 100.0% (Cost — $73,793,334#)

 

$

79,686,460

 

 


(a)

All securities segregated as collateral pursuant to loan agreement, swap contracts and/or reverse repurchase agreements.

 

 

(b)

Variable rate security. Interest rate disclosed is that which is in effect at February 28, 2006.

 

 

(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 institution indicated parenthetically.

 

 

#

Aggregate cost for federal income tax purposes is $73,926,528.

 

Abbreviations used in this schedule:

DCB

Debt Conversion Bond

FLIRB

Front-Loaded Interest Reduction Bonds

GDP

Gross Domestic Product

MYDFA

Multi-Year Depository Facility Agreement

NMB

New Money Bond

PDI

Past Due Interest

 

See Notes to Financial Statements.

 

8     Salomon Brothers Emerging Markets Floating Rate Fund Inc. 2006 Annual Report



 

Statement of Assets and Liabilities (February 28, 2006)

 

ASSETS:

 

 

 

Investments, at value (Cost — $73,793,334)

 

$

79,686,460

 

Cash

 

190

 

Receivable for securities sold

 

10,330,033

 

Interest receivable

 

1,107,473

 

Receivable for swap contracts (Note 3)

 

455,348

 

Unrealized appreciation on swap contracts (Note 3)

 

374,810

 

Deposits with brokers for swap contracts (Note 3)

 

590,128

 

 

 

 

 

Total Assets

 

92,544,442

 

 

 

 

 

LIABILITIES:

 

 

 

Loan Payable (Note 4)

 

15,000,000

 

Payable for open reverse repurchase agreement (Notes 1 and 3)

 

10,260,000

 

Payable for swap contracts (Note 3)

 

573,590

 

Unrealized depreciation on swap contracts (Note 3)

 

696,116

 

Interest payable (Notes 3 and 4)

 

218,956

 

Investment management fee payable

 

50,903

 

Directors’ fees payable

 

2,526

 

Accrued expenses

 

163,726

 

 

 

 

 

Total Liabilities

 

26,965,817

 

 

 

 

 

Total Net Assets

 

$

65,578,625

 

 

 

 

 

 

NET ASSETS:

 

 

 

Par value ($0.001 par value; 4,303,709 shares issued and outstanding; 100,000,000 authorized)

 

$

4,304

 

Paid-in capital in excess of par value

 

57,130,570

 

Undistributed net investment income

 

345,062

 

Accumulated net realized gain on investments and swap contracts

 

2,526,869

 

Net unrealized appreciation on investments and swap contracts

 

5,571,820

 

 

 

 

 

Total Net Assets

 

$

65,578,625

 

 

 

 

 

 

Shares Outstanding

 

4,303,709

 

 

 

 

 

Net Asset Value

 

$

15.24

 

 

See Notes to Financial Statements.

 

Salomon Brothers Emerging Markets Floating Rate Fund Inc. 2006 Annual Report      9



 

Statement of Operations (For the year ended February 28, 2006)

 

INVESTMENT INCOME:

 

 

 

Interest

 

$

5,564,253

 

 

 

 

 

EXPENSES:

 

 

 

Interest expense (Notes 3 and 4)

 

913,515

 

Investment management fee (Note 2)

 

647,395

 

Audit and tax

 

69,145

 

Directors’ fees

 

67,867

 

Shareholder reports

 

59,976

 

Legal fees

 

35,707

 

Custody fees

 

29,307

 

Transfer agent fees

 

28,428

 

Stock exchange listing fees

 

20,916

 

Insurance

 

1,137

 

Miscellaneous expenses

 

8,087

 

Total Expenses

 

1,881,480

 

Less: Investment management fee waiver (Note 2)

 

(1,405

)

 

 

 

 

Net Expenses

 

1,880,075

 

 

 

 

 

Net Investment Income

 

3,684,178

 

 

 

 

 

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND SWAP CONTRACTS (NOTES 1 AND 3):

 

 

 

Net Realized Gain (Loss) From:

 

 

 

Investment transactions

 

2,833,815

 

Swap contracts

 

(619,132

)

Net Realized Gain

 

2,214,683

 

 

 

 

 

Change in Net Unrealized Appreciation From:

 

 

 

Investments

 

850,591

 

Swap contracts

 

1,052,889

 

Change in Net Unrealized Appreciation

 

1,903,480

 

Net Gain on Investments and Swap Contracts

 

4,118,163

 

Increase in Net Assets From Operations

 

$

7,802,341

 

 

See Notes to Financial Statements.

 

10      Salomon Brothers Emerging Markets Floating Rate Fund Inc. 2006 Annual Report



 

Statements of Changes in Net Assets (For the years ended February 28,)

 

 

 

2006

 

2005

 

OPERATIONS:

 

 

 

 

 

Net investment income

 

$

3,684,178

 

$

3,776,468

 

Net realized gain

 

2,214,683

 

3,432,836

 

Change in net unrealized appreciation

 

1,903,480

 

431,334

 

Increase in Net Assets From Operations

 

7,802,341

 

7,640,638

 

DISTRIBUTIONS TO SHAREHOLDERS FROM (NOTE 1):

 

 

 

 

 

Net investment income

 

(3,008,221

)

(3,140,943

)

Net realized gains

 

(253,919

)

(628,199

)

Decrease in Net Assets From Distributions to Shareholders

 

(3,262,140

)

(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

 

4,553,797

 

3,881,361

 

NET ASSETS:

 

 

 

 

 

Beginning of year

 

61,024,828

 

57,143,467

 

End of year*

 

$

65,578,625

 

$

61,024,828

 

 


* Includes undistributed net investment income of:

 

$

345,062

 

$

77,909

 

 

See Notes to Financial Statements.

 

Salomon Brothers Emerging Markets Floating Rate Fund Inc. 2006 Annual Report      11



 

Statement of Cash Flows (For the year ended February 28, 2006)

 

CASH FLOWS PROVIDED (USED) BY OPERATING ACTIVITIES:

 

 

 

Interest received

 

$

4,424,276

 

Operating expenses paid

 

(925,965

)

Net sales of short-term investments

 

1,894,000

 

Realized loss on swap contracts

 

(619,132

)

Purchases of long-term investments

 

(81,541,542

)

Proceeds from disposition of long-term investments

 

69,543,874

 

Change in deposits with brokers for swap contracts

 

990,347

 

Interest paid

 

(777,375

)

Net Cash Flows Used By Operating Activities

 

(7,011,517

)

CASH FLOWS PROVIDED (USED) BY FINANCING ACTIVITIES:

 

 

 

Cash distributions paid on Common Stock

 

(3,262,140

)

Proceeds from reverse repurchase agreements

 

10,260,000

 

Proceeds from reinvestment of dividends

 

13,596

 

Net Cash Flows Provided By Financing Activities

 

7,011,456

 

Net Decrease In Cash

 

(61

)

Cash, Beginning of year

 

251

 

Cash, End of year

 

$

190

 

RECONCILIATION OF INCREASE IN NET ASSETS FROM OPERATIONS TO NET CASH FLOWS PROVIDED (USED) BY OPERATING ACTIVITIES:

 

 

 

Increase in Net Assets From Operations

 

$

7,802,341

 

Accretion of discount on investments

 

(949,895

)

Amortization of premium on investments

 

210,328

 

Change in deposits with brokers for swap contracts

 

990,347

 

Increase in investments, at value

 

(15,499,935

)

Increase in interest receivable

 

(427,932

)

Increase in receivable for swap contracts

 

(379,019

)

Increase in payable for swap contracts

 

406,541

 

Decrease in receivable for securities sold

 

658,972

 

Decrease in prepaid expenses

 

20,916

 

Increase in interest payable

 

136,140

 

Increase in accrued expenses

 

19,679

 

Total Adjustments

 

(14,813,858

)

Net Cash Flows Used By Operating Activities

 

$

(7,011,517

)

 

See Notes to Financial Statements.

 

12      Salomon Brothers Emerging Markets Floating Rate Fund Inc. 2006 Annual Report



 

Financial Highlights

 

For a share of capital stock outstanding throughout each year ended February 28, unless otherwise noted:

 

 

 

2006

 

2005

 

2004(1)

 

2003

 

2002

 

Net Asset Value, Beginning of Year

 

$

14.18

 

$

13.28

 

$

11.23

 

$

12.07

 

$

11.84

 

Income (Loss) From Operations:

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

0.86

 

0.88

 

1.01

 

1.24

(2)

1.32

(2)(3)

Net realized and unrealized gain (loss)

 

0.96

 

0.90

 

2.09

 

(0.98

)(2)

0.41

(2)(3)

Total Income From Operations

 

1.82

 

1.78

 

3.10

 

0.26

 

1.73

 

Less Distributions From:

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

(0.70

)

(0.73

)

(1.05

)

(1.09

)

(1.50

)

Net realized gains

 

(0.06

)

(0.15

)

 

 

 

Return of capital

 

 

 

 

(0.01

)

 

Total Distributions

 

(0.76

)

(0.88

)

(1.05

)

(1.10

)

(1.50

)

Net Asset Value, End of Year

 

$

15.24

 

$

14.18

 

$

13.28

 

$

11.23

 

$

12.07

 

Market Price, End of Year

 

$

13.85

 

$

14.02

 

$

13.69

 

$

11.30

 

$

11.75

 

Total Return, Based on Net Asset Value(4)

 

13.31

%

14.02

%

28.37

%

3.28

%

16.31

%

Total Return, Based on Market Price(4)

 

4.77

%

9.50

%

31.55

%

6.92

%

3.94

%

Net Assets, End of Year (000s)

 

$

65,579

 

$

61,025

 

$

57,143

 

$

48,271

 

$

51,768

 

Ratios to Average Net Assets:

 

 

 

 

 

 

 

 

 

 

 

Gross expenses

 

3.05

%

2.40

%

2.36

%

2.65

%

1.81

%

Gross expenses, excluding interest expense

 

1.57

 

1.67

 

1.70

 

1.69

 

1.54

 

Net expenses

 

3.05

(5)

2.40

 

2.36

 

2.65

 

1.81

 

Net expenses, excluding interest expense

 

1.57

 

1.67

 

1.70

 

1.69

 

1.54

 

Net investment income

 

5.98

 

6.57

 

7.93

 

11.64

(2)

11.55

(2)(3)

Portfolio Turnover Rate

 

89

%

136

%

87

%

87

%

142

%

Supplemental Data:

 

 

 

 

 

 

 

 

 

 

 

Loans Outstanding, End of Year (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

 

4.85

%

2.83

%

2.40

%

2.97

%

3.51

%

 


(1)

 

For the year ended February 29, 2004.

(2)

 

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.

(3)

 

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.

(4)

 

The total return calculation assumes that dividends are reinvested in accordance with the Fund’s dividend reinvestment plan. Performance figures may reflect fee waivers. Past performance is no guarantee of future results. In the absence of fee waivers, the total return would have been lower.

(5)

 

The investment manager voluntarily waived a portion of its fees.

 

See Notes to Financial Statements.

 

Salomon Brothers Emerging Markets Floating Rate Fund Inc. 2006 Annual Report      13



 

Notes to Financial Statements

 

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, as amended, (the “1940 Act”). 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 other 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 Fund’s 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 Fund’s 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 Fund’s custodian delivers liquid assets to the counterparty in an amount at least equal to the repurchase price (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 to the Fund.

 

14      Salomon Brothers Emerging Markets Floating Rate Fund Inc. 2006 Annual Report



 

Notes to Financial Statements (continued)

 

(d) Interest Rate Swaps. In order to manage interest rate sensitivity (duration), the Fund has entered into an interest rate swap agreements 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 stipulated notional principal amounts. 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 Fund’s 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 assumes the credit risk of the borrower, 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 Fund’s 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.

 

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 Fund’s 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

 

Salomon Brothers Emerging Markets Floating Rate Fund Inc. 2006 Annual Report      15



 

Notes to Financial Statements (continued)

 

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 and market risk. The Fund’s 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 Fund. The Fund’s 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 Fund’s 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 income and net realized gains on investments, if any, to shareholders each year. Therefore, no federal income tax provision is required in the Fund’s 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 value per share. During the current year, the following reclassifications have been made:

 

 

 

 

Undistributed
Net Investment
Income

 

 

Accumulated Net
Realized Gains

 

(a)

 

$

(408,804)

 

$

408,804

 

 


(a)   Reclassifications are primarily due to differences between book and tax amortization of premium on fixed income securities and differences between book and tax treatment of periodic payments on swaps.

 

16      Salomon Brothers Emerging Markets Floating Rate Fund Inc. 2006 Annual Report



 

Notes to Financial Statements (continued)

 

2.  Investment Management Agreement and Other Transactions with Affiliates

 

On December 1, 2005, Citigroup Inc. (“Citigroup”) completed the sale of substantially all of its asset management business, Citigroup Asset Management (“CAM”), to Legg Mason, Inc. (“Legg Mason”). As a result, the Fund’s investment manager, Salomon Brothers Asset Management Inc (“SBAM” and the “Manager”), previously an indirect wholly-owned subsidiary of Citigroup, became a wholly-owned subsidiary of Legg Mason. Completion of the sale caused the Fund’s then existing investment management contract to terminate. The Fund’s shareholders approved a new investment management contract between the Fund and the Manager, which became effective on December 1, 2005.

 

Legg Mason, whose principal executive offices are in Baltimore, Maryland, is a financial services holding company.

 

Prior to December 1, 2005 and under the new investment management contract, the Fund paid the Manager a monthly fee calculated at an annual rate of 1.05% of the Fund’s average weekly net assets.

 

During the year ended February 28, 2006, the Manager waived a portion of its management fee amounting to $1,405.

 

Certain officers and one Director of the Fund are employees of Legg Mason or its affiliates and do not receive compensation from the Fund.

 

3.  Investments

 

During the year ended February 28, 2006, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) were as follows:

 

Purchases

 

$

81,541,542

 

Sales

 

68,942,334

 

 

At February 28, 2006, the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were as follows:

 

Gross unrealized appreciation

 

$

5,782,006

 

Gross unrealized depreciation

 

(22,074

)

Net unrealized appreciation

 

$

5,759,932

 

 

At February 28, 2006, 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 Month LIBOR)

Termination Date:

 

12/29/10

Unrealized Depreciation:

 

$(696,116)

 

 

Salomon Brothers Emerging Markets Floating Rate Fund Inc. 2006 Annual Report      17



 

Notes to Financial Statements (continued)

 

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 Appreciation:

 

$374,810

 

 

 

At February 28, 2006, the Fund held one loan participation with a total cost of $3,415,125 and a total market value of $3,481,833.

 

Transactions in reverse repurchase agreements for the Fund during the year ended February 28, 2006 were as follows:

 

 

Average
Daily
Balance

 

Weighted
Average
Interest Rate

 

 

Maximum
Amount
Outstanding

 

$

10,234,681

 

3.26%

 

$

10,260,000

 

 

The interest rates on reverse repurchase agreements ranged from 0.75% to 4.05% during the year ended February 28, 2006. Interest expense incurred on reverse repurchase agreements totaled $186,383.

 

At February 28, 2006, the Fund had the following open reverse repurchase agreement:

 

Face
Amount

 

Security

 

Value

 

$

10,260,000

 

Reverse Repurchase Agreement with JPMorgan Chase & Co., dated 12/16/05 bearing interest of 4.050 to be repurchased at $10,681,301 on 12/16/06, collateralized by: $10,000,000 United Mexican States, Medium-Term Notes, Series A, 5.280 due 1/13/09; Market value (including accrued interest) $10,228,933 (Cost — $10,260,000)

 

$

10,260,000

 

 

4. Loan

 

At February 28, 2006, 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”). 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 year ended February 28, 2006, the Fund incurred interest expense on this loan in the amount of $727,132.

 

18      Salomon Brothers Emerging Markets Floating Rate Fund Inc. 2006 Annual Report



 

Notes to Financial Statements (continued)

 

5. Dividends Subsequent to February 28, 2006

 

On February 22, 2006, the Fund’s Board declared three distributions, each in the amount of $0.0680 per share, payable on March 31, 2006, April 28, 2006 and May 26, 2006 to shareholders of record on March 28, 2006, April 25, 2006 and May 23, 2006, respectively.

 

6. Income Tax Information and Distributions to Shareholders

 

The tax character of distributions paid during the fiscal years ended February 28 were as follows:

 

 

 

2006

 

2005

 

Distributions paid from:

 

 

 

 

 

Ordinary Income

 

$

3,008,221

 

$

3,140,943

 

Net Long-term Capital Gains

 

253,919

 

628,199

 

Total Taxable Distributions

 

$

3,262,140

 

$

3,769,142

 

 

As of February 28, 2006, the components of accumulated earnings on a tax basis were as follows:

 

Undistributed ordinary income — net

 

$

1,638,280

 

Undistributed long-term capital gains — net

 

1,366,845

 

Total undistributed earnings

 

$

3,005,125

 

Unrealized appreciation/(depreciation)(a)

 

5,438,626

 

Total accumulated earnings/(losses) — net

 

$

8,443,751

 

 


(a)          The difference between book-basis and tax-basis unrealized appreciation / (depreciation) is attributable primarily to the tax deferral of losses on wash sales and the difference between book & tax amortization methods on fixed income securities.

 

7. Regulatory Matters

 

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 Smith Barney Fund Management LLC (“SBFM”) and Citigroup Global Markets (“CGM”) relating to the appointment of an affiliated transfer agent for the Smith Barney family of mutual funds (the “Affected Funds”).

 

The SEC order finds that SBFM and CGM willfully violated Section 206(1) of the Investment Advisers Act of 1940 (“Advisers Act”). Specifically, the order finds that SBFM and CGM knowingly or recklessly failed to disclose to the boards of the Affected Funds in 1999 when proposing a new transfer agent arrangement with an affiliated transfer agent that: First Data Investors Services Group (“First Data”), the Affected 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, at the time, included the Affected 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

 

Salomon Brothers Emerging Markets Floating Rate Fund Inc. 2006 Annual Report      19



 

Notes to Financial Statements (continued)

 

agent to the affiliated transfer agent in exchange for, among other things, a guarantee by First Data of specified amounts of asset management and investment banking fees to CAM and CGM. The order also finds that SBFM and CGM 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 Affected 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 Affected Funds’ best interests and that no viable alternatives existed. SBFM and CGM 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 CGM 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 Affected 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 submitted for the approval of the SEC. At this time, there is no certainty as to how the above-described 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.

 

The order also required that transfer agency fees received from the Affected Funds since December 1, 2004 less certain expenses be placed in escrow and provided that a portion of such fees might be subsequently distributed in accordance with the terms of the order. On April 3, 2006, an aggregate amount of approximately $9 million was distributed to the Affected Funds.

 

The order required SBFM to recommend a new transfer agent contract to the Affected Funds boards within 180 days of the entry of the order; if a Citigroup affiliate submitted a proposal to serve as transfer agent or sub-transfer agent, SBFM and CGM would have been required, at their expense, to engage an independent monitor to oversee a competitive bidding process. On November 21, 2005, and within the specified timeframe, the Fund’s Board selected a new transfer agent for the Fund. No Citigroup affiliate submitted a proposal to serve as transfer agent. Under the order, SBFM also must comply with an amended version of a vendor policy that Citigroup instituted in August 2004.

 

Although there can be no assurance, SBFM does not believe that this matter will have a material adverse effect on the Affected Funds.

 

This Fund is not one of the Affected Funds and therefore did not implement the transfer agent arrangement described above and therefore has not received and will not receive any portion of the distributions.

 

On December 1, 2005, Citigroup completed the sale of substantially all of its global asset management business, including SBFM, to Legg Mason.

 

20      Salomon Brothers Emerging Markets Floating Rate Fund Inc. 2006 Annual Report



 

Notes to Financial Statements (continued)

 

8. Other Matters

 

On September 16, 2005, the staff of the Securities and Exchange Commission (the “Commission”) informed SBFM and SBAM that the staff is considering recommending that the Commission institute administrative proceedings against SBFM and SBAM for alleged violations of Section 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 by the SEC and is based upon alleged deficiencies in disclosures regarding dividends and distributions paid to shareholders of certain funds. Section 19(a) and related Rule 19a-1 of the Investment Company Act generally require funds that are making dividend and distribution payments to provide shareholders with a written statement disclosing the source of the dividends and distributions, and, in particular, the portion of the payments made from each of net investment income, undistributed net profits and/ or paid-in capital. In connection with the contemplated proceedings, the staff may seek a cease and desist order and/or monetary damages from SBFM or SBAM.

 

Although there can be no assurance, SBFM and SBAM believes that this matter is not likely to have a material adverse effect on the Fund or SBFM and SBAM’s ability to perform investment management services relating to the Fund.

 

Salomon Brothers Emerging Markets Floating Rate Fund Inc. 2006 Annual Report      21



 

Report of Independent Registered Public
Accounting Firm

 

The Board of Directors and Shareholders
Salomon Brothers Emerging Markets Floating Rate Fund Inc.:

 

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Salomon Brothers Emerging Markets Floating Rate Fund Inc. as of February 28, 2006, and the related statement of operations, statements of changes in net assets, the statement of cash flows and financial highlights for the year then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit. The statement of changes in net assets for the year ended February 28, 2005 and the financial highlights for each of the years in the four-year period then ended were audited by other independent registered public accountants whose report thereon, dated April 21, 2005, expressed an unqualified opinion on that financial statement and those financial highlights.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of February 28, 2006, by correspondence with the custodian and brokers. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

 

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Salomon Brothers Emerging Markets Floating Rate Fund Inc. as of February 28, 2006, and the results of its operations, changes in its net assets, its cash flows and the financial highlights for the year then ended, in conformity with U.S. generally accepted accounting principles.

 

 

New York, New York
April 19, 2006

 

22      Salomon Brothers Emerging Markets Floating Rate Fund Inc. 2006 Annual Report



 

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 Fund’s independent, or non-interested, Board members (the “Independent Board Members”), received extensive information from the Fund’s manager (the “Manager”) to assist them in their consideration of the Fund’s 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.

 

Board Approval of Management Agreement

 

On June 23, 2005, Citigroup Inc. entered into a definitive agreement (the “Transaction Agreement”) with Legg Mason, Inc. (“Legg Mason”) under which Citigroup agreed to sell substantially all of its asset management business, CAM, which includes the Manager, to Legg Mason in exchange for the broker-dealer and investment banking businesses of Legg Mason and certain other considerations (the “Transaction”). The Transaction closed on December 1, 2005.

 

The consummation of the Transaction resulted in the automatic termination of the Fund’s current management agreement for each CAM-advised fund overseen by the Board (the “CAM funds”) including the Fund (each, a “Current Management Agreement”) in accordance with the Investment Company Act of 1940, as amended (the “1940 Act”). At meetings held on August 12, 2005, the Fund’s Board, including the Independent Board Members, unanimously approved a new management agreement between each CAM fund including the Fund, and the Manger (each, a “New Management Agreement”) and authorized the Fund’s officers to submit the New Management Agreement to shareholders for their approval.

 

In anticipation of the Transaction, members of the Fund’s Board met in person on July 11, 2005 and August 12, 2005 for purposes of, among other things, considering whether it would be in the best interests of each CAM fund and its shareholders to approve the New Management Agreement between the Fund and the Fund’s Manager. At those Board meetings, and for the reasons discussed below, the Board, including a majority of the Independent Board Members, unanimously approved each New Management Agreement and unanimously recommended its approval by shareholders in order to assure continuity of investment advisory services to the CAM funds after the Transaction.

 

To assist the Boards in their consideration of the New Management Agreements, Legg Mason provided materials and information about Legg Mason, including its financial condition and asset management capabilities and organization, and Legg Mason and CAM provided materials and information about the Transaction between Legg Mason and Citigroup. The Independent Board Members, through their independent legal counsel, also requested and received additional information from CAM and Legg Mason in connection with their consideration of the agreements. The additional information was provided in advance of and at the August meetings. In addition, the Independent Board Members consulted with their counsel on various occasions and received from their counsel

 

Salomon Brothers Emerging Markets Floating Rate Fund Inc.      23



 

Board Approval of Management Agreement (unaudited) (continued)

 

a memorandum outlining, among other things, the legal standards and certain other considerations relevant to the Board Members’ deliberations.

 

On July 11, 2005 and August 12, 2005, members of the Boards discussed with CAM management and certain Legg Mason representatives the Transaction and Legg Mason’s general plans and intentions regarding CAM funds, including the preservation, strengthening and growth of CAM’s business and its combination with Legg Mason’s business. The Board Members also inquired about the plans for and anticipated roles and responsibilities of certain CAM employees and officers after the Transaction. The Independent Board Members of the Board also conferred separately and with their counsel about the Transaction on a number of occasions, including in connection with the July discussion and August meetings.

 

At the Board’s August meeting, representatives of CAM and Legg Mason made presentations to and responded to questions from the Board. After the presentations and after reviewing the written materials provided, the Independent Board Members met in executive session with their counsel to consider the New Management Agreement.

 

Among other things, the Board Members considered:

 

(i) the reputation, financial strength and resources of Legg Mason and its investment advisory subsidiaries;

 

(ii) that Legg Mason and its wholly-owned subsidiary, Western Asset Management Company and its affiliates (“Western Asset”), are experienced and respected asset management firms, and that Legg Mason has advised the Board Members that (a) it intends to combine the fixed income investment operations (including money market fund operations) of CAM with those of Western Asset and may also wish to combine other CAM operations with those of other Legg Mason subsidiaries; (b) after the closing of the Transaction, it will take steps to combine the investment management operations of Western Asset with the fixed income operations of the Manager to CAM funds, which, among other things, may involve Western Asset, the Manager to CAM funds sharing common systems and procedures, employees (including portfolio managers), investment and trading platforms, and other resources; (c) it is expected that these combination processes will result in changes to portfolio managers or portfolio management teams for a number of CAM funds, subject to Board consent and appropriate notice to shareholders, and that, in other cases, the current portfolio managers or portfolio management teams will remain in place; and (d) in the future, it may recommend that Western Asset or other Legg Mason subsidiaries be appointed as the adviser or subadviser to certain CAM funds, including the Fund, subject to applicable regulatory requirements;

 

(iii) that CAM management and Legg Mason have advised the Boards that following the Transaction, there is not expected to be any diminution in the nature, quality and extent of services provided to each CAM fund, including the Fund and its shareholders by the Manager, including compliance services;

 

(iv) the assurances from Citigroup and Legg Mason that, for a three year period following the closing of the Transaction, the Manager will have substantially the same access to the Citigroup sales force when distributing shares of CAM funds as is currently provided

 

24      Salomon Brothers Emerging Markets Floating Rate Fund Inc.



 

Board Approval of Management Agreement (unaudited) (continued)

 

to CAM and that other arrangements between the Manager and Citigroup sales channels will be preserved;

 

(v) that Legg Mason and Citigroup intend to enter into an agreement in connection with the Transaction under which Citigroup-affiliated broker-dealers will continue to offer CAM funds as investment products, and the potential benefits to fund shareholders from this and other third-party distribution access;

 

(vi) the potential benefits to CAM fund shareholders from being part of a combined fund family with Legg Mason-sponsored funds, including possible economies of scale and access to investment opportunities;

 

(vii) that Citigroup and Legg Mason would derive benefits from the Transaction and that as a result, they have a financial interest in the matters that were being considered;

 

(viii) the potential effects of regulatory restrictions on CAM funds if Citigroup affiliated broker-dealers remain the principal underwriters for CAM funds;

 

(ix) the fact that the Fund’s total advisory and administrative fees will not increase by virtue of the New Management Agreement, but will remain the same;

 

(x) the terms and conditions of the New Management Agreement, including the differences from the Current Management Agreement, and where, applicable, the benefits of a single, uniform form of agreement covering these services;

 

(xi) that in July 2005 each Board had performed a full annual review of the Fund’s Current Management Agreement as required by the 1940 Act, and had determined that the Manager has the capabilities, resources and personnel necessary to provide the advisory and administrative services currently provided to the Fund; and that the advisory and/or management fees paid by the Fund represent reasonable compensation to the Manager in light of the nature, extent and quality of the services to be provided by the Manager, the investment performance of the Fund and the Manager, the costs of the services to be provided and the profits to be realized by the Manager and its affiliates from the relationship with the Fund, the extent to which economies of scale may be realized as the Fund grows, the reflection of these economies of scale in the fee levels for the benefit of Fund shareholders, and such other matters as the Board Members considered relevant in the exercise of their reasonable judgment;

 

(xii) that the Fund would not bear the costs of obtaining shareholder approval of the New Management Agreement; and

 

(xiii) that under the Transaction Agreement, Citigroup and Legg Mason have agreed not to take any action that is not contemplated by the Transaction or fail to take any action that to their respective knowledge would cause any of the requirements of Section 15(f) not to be met.

 

Certain of these considerations are discussed in more detail below.

 

In their deliberations, the Board Members considered information received in connection with their recent approval of continuance of each Current Management Agreement in addition to information provided by Legg Mason and CAM in connection with their evaluation of the terms and conditions of the New Management Agreement. The Board Members did not identify any particular information that was all-important or controlling,

 

Salomon Brothers Emerging Markets Floating Rate Fund Inc.      25



 

Board Approval of Management Agreement (unaudited) (continued)

 

and each Board Member attributed different weights to the various factors. The Board Members evaluated all information available to them on a fund-by-fund basis, and their determinations were made separately in respect of each fund. The Board Members, including a majority of the Independent Board Members, concluded that the terms of the New Management Agreements, including the New Management Agreement for the Fund, are fair and reasonable, that the fees stated therein are reasonable in light of the services to be provided to each fund, and that the New Management Agreements should be approved and recommended to Fund shareholders.

 

Nature, Quality and Extent of Services Provided

 

In evaluating the nature, quality and extent of the services to be provided by the Manager under the New Management Agreements, the Board Members considered, among other things, the expected impact, if any, of the Transaction on the operations, facilities, organization and personnel of the Manager; the potential implications of regulatory restrictions on the CAM funds following the Transaction; the ability of the Manager to perform its duties after the Transaction, taking into account, where the CAM fund currently has a subadviser, the delegation of certain duties to the subadviser; and any anticipated changes to the current investment and other practices of the CAM funds. The Board Members considered Legg Mason’s advice that, after the closing of the Transaction, Legg Mason intends to review all aspects of the Funds’ operations (including equity, fixed income and money market fund operations). The Board Members considered Legg Mason’s advice that it intends to combine the fixed income investment operations of CAM with those of Western Asset and may also wish to combine other CAM operations with those of other Legg Mason subsidiaries. The Board Members noted that Western Asset is an experienced and respected institutional asset manager that focuses on managing fixed income assets on behalf of institutional separate accounts, retirement plans and other institutional investors, including mutual funds. The Board Members further noted that, as of June 30, 2005, Western Asset managed approximately $230 billion in assets on behalf of its clients. The Board Members considered Legg Mason’s advice that, after the closing of the sale, Legg Mason will take steps to combine the investment management operations of Western Asset with the fixed income operations of the Manager and, in relevant cases, Citigroup Asset Management Limited (the “Subadviser”) to the CAM funds, which, among other things, may involve Western Asset, the Manager and, in relevant cases, the Subadviser to the CAM funds sharing common systems and procedures, employees (including portfolio managers), investment and trading platforms, and other resources. The Board Members also considered Legg Mason’s advice that it is expected that the combination processes described above will result in additional changes to portfolio managers or portfolio management teams for a number of the CAM funds, subject to Board consent and appropriate notice to shareholders, and that, in other cases, the current portfolio managers or portfolio management teams will remain in place. The Board Members also considered Legg Mason’s advice that, in the future, Legg Mason may recommend that Western Asset or other Legg Mason subsidiaries be appointed as the adviser or subadviser to some or all of the CAM funds, subject to applicable regulatory requirements.

 

26      Salomon Brothers Emerging Markets Floating Rate Fund Inc.



 

Board Approval of Management Agreement (unaudited) (continued)

 

The Board Members were advised that if Citigroup-affiliated broker-dealers remain the CAM funds’ principal underwriters, the CAM funds would continue to be subject to restrictions concerning certain transactions involving Citigroup affiliates (for example, transactions with a Citigroup broker-dealer acting as principal) absent regulatory relief or clarification.

 

Based on their review of the materials provided and the assurances they had received from CAM management and Legg Mason, the Board Members determined that the Transaction was not expected to adversely affect the nature and quality of services provided by the Manager and that the Transaction was not expected to have a material adverse effect on the ability of the Manager to provide those services. It was noted, however, that, in addition to the changes previously described, it is expected that there will be other changes in personnel following the Transaction or after the combination of CAM’s operations with those of Legg Mason subsidiaries. The Board Members noted that if current portfolio managers or other personnel cease to be available, each Board would consider all available options, which could include seeking the investment advisory or other services of Legg Mason affiliates or investment advisers not affiliated with Legg Mason. In this regard, it was noted that Legg Mason has indicated that it could potentially make available to the Manager additional portfolio management resources in the event of loss of CAM personnel for particular investment disciplines. Accordingly, the Board Members concluded that, overall, they were satisfied at the present time with assurances from Legg Mason and CAM as to the expected nature, extent and quality of the services to be provided to the CAM funds under the New Management Agreements.

 

Costs of Services Provided and Profitability

 

In evaluating the costs of the services to be provided by the Manager under the New Management Agreements and the profitability to the Manager of their relationships with the Fund, the Board Members considered, among other things, whether advisory and administrative (or management) fees or other expenses would change as a result of the Transaction. Based on their review of the materials provided and the assurances they had received from CAM management and Legg Mason, the Board Members determined that the Transaction would not increase the fees payable for advisory and administrative (or management) services and that overall CAM fund expenses were not expected to increase materially as a result of the Transaction. The Board Members noted that it was not possible to predict how the Transaction would affect the Manager’s profitability from its relationship with the CAM funds, but that they had been satisfied in their most recent review of the Current Management Agreements, including the Fund’s Current Management Agreement, that the Manager’s level of profitability from its relationship with the Fund was not excessive. It was noted that in conjunction with that review, the Board Members had obtained an independent accountant’s review of the methodology used to determine the Manager’s profitability. The Board Members concluded that, overall, they were satisfied that currently, the Manager’s level of profitability from its relationship with each CAM fund, including, the Fund, was not excessive.

 

Salomon Brothers Emerging Markets Floating Rate Fund Inc.      27



 

Board Approval of Management Agreement (unaudited) (continued)

 

The Board Members noted that they expect to receive Manager profitability information on an annual basis and thus be in a position to evaluate whether any adjustments in Fund fees and/or fee breakpoints would be appropriate.

 

Fall-Out Benefits

 

In evaluating the fall-out benefits to be received by the Manager under the New Management Agreements, the Board Members considered whether the Transaction would have an impact on the fall-out benefits received by virtue of the Current Management Agreements. Based on their review of the materials provided, including materials received in connection with their recent approval of the continuance of each Current Management Agreement, and their discussions with CAM management, Legg Mason and Western Asset, the Board Members determined that those benefits could include increased ability for Legg Mason to distribute shares of its funds and other investment products and to obtain research services using the CAM funds’ portfolio transaction brokerage. The Board Members noted that any such benefits were difficult to quantify with certainty at this time, and indicated that they would continue to evaluate them going forward.

 

Fees and Economies of Scale

 

In reviewing the Transaction, the Board Members considered, among other things, whether advisory and administrative fees or other expenses would change as a result of the Transaction. Based on the assurances they had received from CAM management and Legg Mason, the Board Members determined that as a result of the Transaction, each CAM fund’s total advisory and administrative fees would not increase. The Board Members noted that in conjunction with their most recent deliberations concerning the Current Management Agreements, advisory or management fee reductions and fee breakpoints had been implemented for certain funds, and that after taking those reductions and breakpoints into account, the Board Members had determined that the total fees for advisory and administrative services for many CAM funds were reasonable in light of the services provided and that CAM management had already initiated or would be taking steps to address the Board Members’ concerns regarding the fee levels of other CAM funds. It was noted that in conjunction with the recent review of the Current Management Agreements, the Board Members had received, among other things, a report from Lipper, Inc. (“Lipper”) comparing each CAM fund’s fees, expenses and performance to those of a peer group for that CAM fund selected by Lipper, and information as to the fees charged by the Manager to other registered investment company clients for investment management services. The Board Members concluded that because the advisory and administrative fees for each CAM fund were not expected to increase as a result of the Transaction, each CAM fund’s fees for advisory and administrative services remain appropriate and that no additional fee reductions or breakpoints were necessary at this time. The Board Members recognized that Legg Mason may realize economies of scale from the Transaction based on certain consolidations and synergies of operations.

 

28      Salomon Brothers Emerging Markets Floating Rate Fund Inc.



 

Board Approval of Management Agreement (unaudited) (continued)

 

Investment Performance

 

The Board Members noted that investment performance for many CAM funds was satisfactory or better, and that CAM management had already implemented or undertaken to implement steps to address investment performance in other CAM funds. Following the closing of the Transaction, these steps may include combining certain CAM operations with those of certain Legg Mason subsidiaries. The Boards noted Legg Mason’s considerable investment management experience and capabilities, but were unable to predict what effect, if any, consummation of the Transaction would have on the future performance of the CAM funds, including the Fund.

 

Salomon Brothers Emerging Markets Floating Rate Fund Inc.      29



 

Additional Information (unaudited)

 

Information about Directors and Officers

 

The business and affairs of Salomon Brothers Emerging Markets Floating Rate Fund Inc. (“Fund”) are managed under the direction of the Board of Directors. Information pertaining to the Directors and Officers of the Fund is set forth below.

 

Name, Address, and Birth Year

 

Position(s)
Held with
Fund(1)

 

Term of
Office(1) and
Length
of Time
Served

 

Principal
Occupation(s)
During Past
Five Years

 

Number of
Portfolios
Advised by
SBAM(2) and
Overseen by
Director
(including
the Fund)

 

Other Board
Memberships
Held by
Director

Non-Interested Directors:

Carol L. Colman
Colman Consulting Co.
278 Hawley Road
North Salem, NY 10560
Birth Year: 1946

 

Director and Member of the Nominating and Audit Committees,
Class III

 

Since 2002

 

President, Colman Consulting Co.

 

37

 

None

 

 

 

 

 

 

 

 

 

 

 

Daniel P. Cronin
c/o Chairman of the Fund
399 Park Avenue
4th Floor
New York, NY 10022
Birth Year: 1946

 

Director and Member of the Nominating and Audit Committees,
Class III

 

Since 2002

 

Formerly, Associate General Counsel, Pfizer Inc.

 

34

 

None

 

 

 

 

 

 

 

 

 

 

 

Leslie H. Gelb
c/o Chairman of the Fund
399 Park Avenue
4th Floor
New York, NY 10022
Birth Year: 1937

 

Director and Member of the Nominating and Audit Committees,
Class II

 

Since 1994

 

President, Emeritus and Senior Board Fellow, The Council on Foreign Relations; formerly, Columnist, Deputy Editorial Page Editor and Editor, Op-Ed Page, The New York Times

 

34

 

Director of two registered investment companies advised by Blackstone Asia Advisors L.L.C. (“Blackstone Advisors”)

 

 

 

 

 

 

 

 

 

 

 

William R. Hutchinson
535 N. Michigan Avenue
Suite 1012
Chicago, IL 60611
Birth Year: 1942

 

Director and Member of the Nominating and Audit Committees,
Class III

 

Since 2003

 

President, W.R. Hutchinson & Associates Inc.; Formerly, Group Vice President, Mergers and Acquisitions, BP Amoco P.L.C.

 

44

 

Associated Banc-Corp.

 

 

 

 

 

 

 

 

 

 

 

Riordan Roett
The Johns Hopkins University
1740 Massachusetts Ave.,
NW
Washington, DC 20036
Birth Year: 1938

 

Director and Member of the Nominating and Audit Committees,
Class I

 

Since 1995

 

Professor and Director, Latin America Studies Program, Paul H. Nitze School of Advanced International Studies, The Johns Hopkins University

 

34

 

None

 

 

 

 

 

 

 

 

 

 

 

Jeswald W. Salacuse
c/o Chairman of the Fund
399 Park Avenue
4th Floor
New York, NY 10022
Birth Year: 1938

 

Director and Member of the Nominating and Audit Committees,
Class I

 

Since 1994

 

Henry J. Braker Professor of Commercial Law and formerly Dean, The Fletcher School of Law and Diplomacy, Tufts University

 

34

 

Director of two registered investment companies advised by Blackstone Advisors

 

30      Salomon Brothers Emerging Markets Floating Rate Fund Inc.



 

Additional Information (unaudited) (continued)

 

Name, Address and Birth Year

 

Position(s)
Held with
Fund(1)

 

Term of
Office(1) and
Length
of Time
Served

 

Principal
Occupation(s)
During Past
Five Years

 

Number of
Portfolios
Advised by
SBAM(2) and
Overseen by
Director
(including
the Fund)

 

Other Board
Memberships
Held by
Director

Interested Directors:

 

 

 

 

 

 

 

 

 

 

R. Jay Gerken, CFA(3)
Legg Mason & Co., LLC
(“Legg Mason”)
399 Park Avenue
New York, NY 10022
Birth Year: 1951

 

Director, Chairman and Chief Executive Officer, Class II

 

Since 2002

 

Managing Director of Legg Mason; Chairman, President, Chief Executive Officer of Smith Barney Fund Management LLC (“SBFM”) and Citi Fund Management Inc. (“CFM”); President and Chief Executive Officer of certain mutual funds associated with Legg Mason; Formerly Portfolio Manager of Smith Barney Allocation Series Inc. (from 1996 to 2001); Formerly, Chairman, President and Chief Executive Officer of Travelers Investment Advisers, Inc. (from 2002 to 2005)

 

169

 

Trustee, Consulting Group Capital Markets Funds

 

 

 

 

 

 

 

 

 

 

 

Officers:

 

 

 

 

 

 

 

 

 

 

Andrew B. Shoup
Legg Mason
125 Broad Street
11th Floor
New York, NY 10004
Birth Year: 1956

 

Senior Vice President and Chief Administrative Officer

 

Since 2003

 

Director of Legg Mason; Senior Vice President and Chief Administrative Officer of certain mutual funds associated with Legg Mason; Formerly, Head of International Funds Administration of Legg Mason or its predecessors (from 2001 to 2003); Director of Global Funds Administration of Legg Mason or its predecessors (from 2000 to 2001)

 

N/A

 

N/A

 

Salomon Brothers Emerging Markets Floating Rate Fund Inc.      31



 

Additional Information (unaudited) (continued)

 

Name, Address and Birth Year

 

Position(s)
Held with
Fund(1)

 

Term of
Office(1) and
Length
of Time
Served

 

Principal
Occupation(s)
During Past
Five Years

 

Number of
Portfolios
Advised by
SBAM(2) and
Overseen by
Director
(including
the Fund)

 

Other Board
Memberships
Held by
Director

Officers:

 

 

 

 

 

 

 

 

 

 

Frances M. Guggino
Legg Mason
125 Broad Street
10th Floor
New York, NY 10004
Birth Year: 1957

 

Chief Financial Officer and Treasurer

 

Since 2004

 

Director of Legg Mason; Chief Financial Officer and Treasurer of certain mutual funds associated with Legg Mason

 

N/A

 

N/A

 

 

 

 

 

 

 

 

 

 

 

 

 

Controller

 

2002-2004

 

Formerly Controller of certain mutual funds associated with Legg Mason

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ted P. Becker
Legg Mason
399 Park Avenue,
4th Floor
New York, NY 10022
Birth Year: 1951

 

Chief Compliance Officer

 

Since 2006

 

Managing Director of Compliance at Legg Mason, (2005-Present); Chief Compliance Officer with certain mutual funds associated with Legg Mason (since 2006); Managing Director of Compliance at Legg Mason or its predecessors (2002-2005). Prior to 2002, Managing Director-Internal Audit & Risk Review at Citigroup, Inc.

 

N/A

 

N/A

 

 

 

 

 

 

 

 

 

 

 

Wendy S. Setnicka
Legg Mason
125 Broad Street
10th Floor
New York, NY 10004
Birth Year: 1964

 

Controller

 

Since 2004

 

Vice President of Legg Mason (since 2002); Controller of certain mutual funds associated with Legg Mason (since 2004); Formerly, Assistant Controller of Legg Mason (from 2002 to 2004); Accounting Manager of Legg Mason (from 1998 to 2002)

 

N/A

 

N/A

 

32      Salomon Brothers Emerging Markets Floating Rate Fund Inc.



 

Additional Information (unaudited) (continued)

 

Name, Address and Birth Year

 

Position(s)
Held with
Fund(1)

 

Term of
Office(1) and
Length
of Time
Served

 

Principal
Occupation(s)
During Past
Five Years

 

Number of
Portfolios
Advised by
SBAM(2) and
Overseen by
Director
(including
the Fund)

 

Other Board
Memberships
Held by
Director

Officers:

 

 

 

 

 

 

 

 

 

 

Robert I. Frenkel
Legg Mason
300 First Stamford Place
4th Floor
Stamford, CT 06902
Birth Year: 1954

 

Secretary and Chief Legal Officer

 

Since 2003

 

Managing Director and General Counsel of Global Mutual Funds for Legg Mason and its predecessors (since 1994); Secretary and Chief Legal Officer of certain mutual funds associated with Legg Mason

 

N/A

 

N/A

 


(1)

 

The Fund’s Board of Directors is divided into three classes: Class I, Class II and Class III. The terms of office of the Class I, II and III Directors expire at the Annual Meeting of Stockholders in the year 2008, 2006 and 2007, respectively, or thereafter in each case when their respective successors are duly elected and qualified. The Fund’s executive officers are chosen each year at a regular meeting of the Fund’s Board of Directors to hold office until their successors are duly elected and qualified.

(2)

 

Number of portfolios advised by SBAM or affiliates of SBAM.

(3)

 

Mr. Gerken in an “interested person” of the Fund as defined in the Investment Company Act of 1940, as amended, because Mr. Gerken is an officer of SBFM and certain of its affiliates.

 

Salomon Brothers Emerging Markets Floating Rate Fund Inc.      33



 

Annual Chief Executive Officer and Chief Financial Officer Certification (unaudited)

 

The Fund’s CEO has submitted to the NYSE the required annual certification and the Fund also has included the certifications of the Fund’s CEO and CFO required by Section 302 of the Sarbanes-Oxley Act in the Fund’s Form N-CSR filed with the SEC, for the period of this report.

 

34      Salomon Brothers Emerging Markets Floating Rate Fund Inc.



 

Additional Shareholder Information (unaudited)

 

Results of a Special Meeting of Shareholders

 

On October 21, 2005, a Special Meeting of Shareholders was held to approve a new management agreement. The following table provides the number of votes cast for and against, as well as the number of abstentions and broker non-votes as to each matter voted on at the Special Meeting of Shareholders.

 

 

 

 

 

 

 

 

 

Broker

 

Item Voted On

 

Votes For

 

Votes Against

 

Abstentions

 

Non-Votes

 

New Management Agreement

 

1,856,834

 

249,120

 

103,256

 

0

 

 

Salomon Brothers Emerging Markets Floating Rate Fund Inc.      35



 

Important Tax Information (unaudited)

 

The following information is provided with respect to the distributions paid during the taxable year ended February 28, 2006.

 

Record Date:

 

6/14/2005

 

Payable Date:

 

6/24/2005

 

Long-Term Capital Gain Dividend

 

$

0.059000

 

 

Please retain this information for your records.

 

36      Salomon Brothers Emerging Markets Floating Rate Fund Inc.



 

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 Fund’s dividend-paying agent (“Agent”). A shareholder whose Shares are held in the name of a broker or nominee who does not provide an automatic reinvestment service may be required to take such Shares out of “street name” and register such Shares in the shareholder’s name in order to participate, otherwise 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.

 

Salomon Brothers Emerging Markets Floating Rate Fund Inc.      37



 

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 Participant’s 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 Participant’s name or that of its nominee, and each Participant’s proxy will include those Shares purchased pursuant to the Plan. The Agent will forward to Participants any proxy solicitation material and will vote any Shares so held for Participants only in accordance with the proxy returned by Participants to the Fund. Upon written request, the Agent will deliver to Participants, without charge, a certificate or certificates for the full Shares.

 

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

 

38      Salomon Brothers Emerging Markets Floating Rate Fund Inc.



 

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 Participant’s account. In the event of termination of a Participant’s account under Plan, the Agent will adjust for any such undivided fractional interest in cash at the market value of the Fund’s Shares at the time of termination less the pro rata expense of any sale required to make such an adjustment.

 

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 Agent’s 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 Fund’s prior written consent, on at least 30 days’ written notice to Participants. Notwithstanding the preceding two sentences, the Agent or the Fund may amend or supplement the Plan at any time or times when necessary or appropriate to comply with applicable law or rules or policies of the Securities and Exchange Commission or any other regulatory authority. Upon any termination, the Agent will cause a certificate or certificates for the full Shares held by each Participant under the Plan and cash adjustment for any fraction to be delivered to each Participant without charge. If the Participant elects by notice to the Agent in writing in advance of such termination to have the Agent sell part or all of a Participant’s Shares and remit the proceeds to 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 Participant’s account under the Plan. Any such amendment may include an appointment by the Agent in its place and stead of a successor Agent under these terms and conditions, with full power and authority to perform all or any of the acts to be performed by the Agent under these terms and conditions. Upon any such appointment of an Agent for the purpose of receiving distributions, the Fund will be authorized to pay to such successor Agent, for each Participant’s account, all distributions payable on Shares of the Fund held in each

 

Salomon Brothers Emerging Markets Floating Rate Fund Inc.      39



 

Dividend Reinvestment Plan (unaudited) (continued)

 

Participant’s 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 Holder’s 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.

 

40      Salomon Brothers Emerging Markets Floating Rate Fund Inc.



 

Salomon Brothers Emerging Markets Floating Rate Fund Inc.

 

DIRECTORS

Carol L. Colman

Daniel P. Cronin

Leslie H. Gelb

R. Jay Gerken, CFA

William H. Hutchinson

Riordan Roett

Jeswald W. Salacuse

 

OFFICERS

R. Jay Gerken, CFA
Chairman and Chief
Executive Officer

 

Andrew B. Shoup
Senior Vice President and
Chief Administrative Officer

 

Frances M. Guggino
Chief Financial Officer and Treasurer

 

Ted P. Becker
Chief Compliance Officer

 

Wendy S. Setnicka
Controller

 

Robert I. Frenkel
Secretary and Chief Legal Officer

 

SALOMON BROTHERS EMERGING MARKETS FLOATING RATE FUND INC.

125 Broad Street
10th Floor, MF-2
New York, New York 10004
Telephone 1-888-777-0102

 

INVESTMENT MANAGER AND ADMINISTRATOR

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

 

CUSTODIAN

State Street Bank and Trust Company

225 Franklin Street

Boston, Massachusetts 02110

 

DIVIDEND DISBURSING AND TRANSFER AGENT

American Stock Transfer & Trust Company

59 Maiden Lane

New York, New York 10038

 

LEGAL COUNSEL

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

 

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

KPMG LLP
345 Park Avenue
New York, New York 10154

 

NEW YORK STOCK EXCHANGE SYMBOL

EFL

 



 

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.

 

 

American Stock Transfer &
Trust Company

59 Maiden Lane

New York, New York 10038

 

 

SAM0862 2/06   SR 06-03

 

 

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 Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may be reviewed and copied at the Commission’s 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 an how the Fund voted proxies relating to portfolio securities during the prior 12 month period ended June 30th of each year and a description of the policies and procedures that the Fund uses to determine how to vote proxies related to portfolio transactions is available (1) without charge, upon request, by calling 1-800-446-1013, (2) on each Fund’s website at www.leggmason.com/InvestorServices and (3) on the SEC’s website at www.sec.gov.

 



 

ITEM 2.                  CODE OF ETHICS.

 

The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller.

 

ITEM 3.                  AUDIT COMMITTEE FINANCIAL EXPERT.

 

The Board of Directors of the registrant has determined that William R. Hutchinson, the Chairman of the Board’s Audit Committee, possesses the technical attributes identified in Instruction 2(b) of Item 3 to Form N-CSR to qualify as an “audit committee financial expert,” and has designated Mr. Hutchinson as the Audit Committee’s financial expert. Mr. Hutchinson is an “independent” Director pursuant to paragraph (a)(2) of Item 3 to Form N-CSR.

 

ITEM 4.                  Principal Accountant Fees and Services

 

a) Audit Fees. Effective June 17, 2005, PricewaterhouseCoopers LLP (“PwC”) resigned as the Registrant’s principal accountant (the “Auditor”). The Registrant’s audit committee approved the engagement of KPMG LLP (“KPMG”) as the Registrant’s new principal accountant for the fiscal year ended February 28, 2006. The aggregate fees billed in the last two fiscal years ending February 28, 2005 and February 28, 2006 (the “Reporting Periods”) for professional services rendered by PwC for the audit of the Registrant’s annual financial statements, or services that are normally provided by the Auditor in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were $53,000 in 2005 and $53,000 in 2006. KPMG has not billed the Registrant for professional services rendered as of February 28, 2006.

 

b) Audit-Related Fees. The aggregate fees billed in the Reporting Periods for assurance and related services by PwC or KPMG that are reasonably related to the performance of the audit of the Registrant’s financial statements and are not reported under paragraph (a) of this Item 4 were $8,500 in 2005 and $255 in 2006.

 

In addition, there were no Audit-Related Fees billed in the Reporting Period for assurance and related services by the Auditor to the Registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the Salomon Brothers Emerging Markets Floating Rate Fund Inc. (“service affiliates”), that were reasonably related to the performance of the annual audit of the service affiliates. Accordingly, there were no such fees that required pre-approval by the Audit Committee for the Reporting Periods (prior to May 6, 2003 services provided by the Auditor were not required to be pre-approved).

 

(c) Tax Fees. The aggregate fees billed in the Reporting Periods for professional services rendered by PwC for tax compliance, tax advice and tax planning (“Tax Services”) were $6,200 in 2005 and $5,213 in 2006. These services consisted of (i) review or preparation of U.S.

 



 

federal, state, local and excise tax returns; (ii) U.S. federal, state and local tax planning, advice and assistance regarding statutory, regulatory or administrative developments, and (iii) tax advice regarding tax qualification matters and/or treatment of various financial instruments held or proposed to be acquired or held. As of February 28, 2006, KPMG has not billed the Registrant for any Tax Services rendered.

 

There were no fees billed for tax services by PwC or KPMG to service affiliates during the Reporting Periods that required pre-approval by the Audit Committee.

 

d) There were no non-audit services rendered by KPMG to SBAM, or any entity controlling, controlled by or under common control with SBAM that provided ongoing services to the Registrant.

 

All Other Fees. There were no other non-audit services rendered by PwC or KPMG to Smith Barney Fund Management LLC (“SBFM”), and any entity controlling, controlled by or under common control with SBFM that provided ongoing services to Salomon Brothers Emerging Markets Floating Rate Fund Inc. requiring pre-approval by the Audit Committee in the Reporting Period.

 

(e) Audit Committee’s pre–approval policies and procedures described in paragraph (c) (7) of Rule 2-01 of Regulation S-X.

 

(1) The Charter for the Audit Committee (the “Committee”) of the Board of each registered investment company (the “Fund”) advised by Smith Barney Fund Management LLC or Salomon Brothers Asset Management Inc. or one of their affiliates (each, an “Adviser”) requires that the Committee shall approve (a) all audit and permissible non-audit services to be provided to the Fund and (b) all permissible non-audit services to be provided by the Fund’s independent auditors to the Adviser and any Covered Service Providers if the engagement relates directly to the operations and financial reporting of the Fund. The Committee may implement policies and procedures by which such services are approved other than by the full Committee.

 

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

 



 

Company Accounting Oversight Board determines, by regulation, is impermissible.

 

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

 

(2) For the Salomon Brothers Emerging Markets Floating Rate Fund Inc., the percentage of fees that were approved by the audit committee, with respect to: Audit-Related Fees were 100% and 100% for 2005 and 2006; Tax Fees were 100% and 100% for 2005 and 2006; and Other Fees were 100% and 100% for 2005 and 2006.

 

(f) N/A

 

(g) All Other Fees. The aggregate fees billed for all other non-audit services rendered by PwC to Salomon Brothers Asset Management (“SBAM”), and any entity controlling, controlled by or under common control with SBAM that provided ongoing services to Salomon Brothers Emerging Markets Floating Rate Fund Inc., requiring pre-approval by the Audit Committee for the period May 6, 2003 through February 28, 2005 and for the year ended February 28, 2006, which include the issuance of reports on internal control under SAS No. 70 related to various Citigroup Asset Management (“CAM”) entities a profitability review of the Adviser and phase 1 pf an analysis of Citigroup’s current and future real estate occupancy requirements in the tri-state area and security risk issues in the New York metro region were $0.0 and $1.3 million, respectively, all of which were pre-approved by the Audit Committee.

 

Non-audit fees billed by PwC for services rendered to Salomon Brothers Emerging Markets Floating Rate Fund Inc. and CAM and any entity controlling, controlled by, or under common control with CAM that provides ongoing services to Salomon Brothers Emerging Markets Floating Rate Fund Inc. during the reporting period were $6.4 million and $2.7 million for the years ended February 28, 2005 and February 28, 2006, respectively.

 

Non-audit fees billed by KPMG for services rendered to Salomon Brothers Emerging Markets Floating Rate Fund Inc. and CAM and any entity controlling, controlled by, or under common control with CAM that provides ongoing services to Salomon Brothers Emerging Markets Floating Rate Fund Inc. during the reporting period was $75,000 and $0 for the years ended February 28, 2005 and February 28, 2006,

 



 

respectively. Such fees relate to services provided in connection with the transfer agent matter as fully described in the notes to the financial statements.

 

(h) Yes. The Salomon Brothers Emerging Markets Floating Rate Fund Inc.’s Audit Committee has considered whether the provision of non-audit services that were rendered to Service Affiliates which were not pre-approved (not requiring pre-approval) is compatible with maintaining the Accountant’s independence. All services provided by the Auditor to the Salomon Brothers Emerging Markets Floating Rate Fund Inc. or to Service Affiliates, which were required to be pre-approved, were pre-approved as required.

 

ITEM 5.                  AUDIT COMMITTEE OF LISTED REGISTRANTS.

 

a) Registrant has a separately-designated standing Audit Committee established in accordance with Section 3(a)58(A) of the Exchange Act. The Audit Committee consists of the following Board members:

 

Carol L. Colman

Daniel P. Cronin

Leslie H. Gelb

William R. Hutchinson

Riordan Roett

Jeswald W. Salacuse

 

b) Not applicable

 

ITEM 6.                  SCHEDULE OF INVESTMENTS

 

Included herein under Item 1.

 

ITEM 7.                  DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

 

Concerning Citigroup Asset Management (1) (CAM) Proxy Voting Policies and Procedures

 

The following is a brief overview of the Proxy Voting Policies and Procedures (the “Policies”) that CAM has adopted to seek to ensure that CAM votes proxies relating to equity securities in the best interest of clients.

 

CAM votes proxies for each client account with respect to which it has been authorized to vote proxies. In voting proxies, CAM is guided by general fiduciary principles and seeks to act prudently and solely in the best interest of clients. CAM attempts to consider all factors that could affect the value of the investment and will vote proxies in the manner that it believes will be consistent with efforts to maximize shareholder values. CAM may utilize an external service provider to provide it with information and/or a recommendation with regard to proxy votes. However, the CAM adviser (business unit) continues to retain responsibility for the proxy vote.

 



 

In the case of a proxy issue for which there is a stated position in the Policies, CAM generally votes in accordance with such stated position. In the case of a proxy issue for which there is a list of factors set forth in the Policies that CAM considers in voting on such issue, CAM votes on a case-by-case basis in accordance with the general principles set forth above and considering such enumerated factors. In the case of a proxy issue for which there is no stated position or list of factors that CAM considers in voting on such issue, CAM votes on a case-by-case basis in accordance with the general principles set forth above. Issues for which there is a stated position set forth in the Policies or for which there is a list of factors set forth in the Policies that CAM considers in voting on such issues fall into a variety of categories, including election of directors, ratification of auditors, proxy and tender offer defenses, capital structure issues, executive and director compensation, mergers and corporate restructurings, and social and environmental issues. The stated position on an issue set forth in the Policies can always be superseded, subject to the duty to act solely in the best interest of the beneficial owners of accounts, by the investment management professionals responsible for the account whose shares are being voted. Issues applicable to a particular industry may cause CAM to abandon a policy that would have otherwise applied to issuers generally. As a result of the independent investment advisory services provided by distinct CAM business units, there may be occasions when different business units or different portfolio managers within the same business unit vote differently on the same issue. A CAM business unit or investment team (e.g. CAM’s Social Awareness Investment team) may adopt proxy voting policies that supplement these policies and procedures. In addition, in the case of Taft-Hartley clients, CAM will comply with a client direction to vote proxies in accordance with Institutional Shareholder Services’ (ISS) PVS Voting Guidelines, which ISS represents to be fully consistent with AFL-CIO guidelines.

 

In furtherance of CAM’s goal to vote proxies in the best interest of clients, CAM follows procedures designed to identify and address material conflicts that may arise between CAM’s interests and those of its clients before voting proxies on behalf of such clients. To seek to identify conflicts of interest, CAM periodically notifies CAM employees in writing that they are under an obligation (i) to be aware of the potential for conflicts of interest on the part of CAM with respect to voting proxies on behalf of client accounts both as a result of their personal relationships and due to special circumstances that may arise during the conduct of CAM’s business, and (ii) to bring conflicts of interest of which they become aware to the attention of CAM’s compliance personnel. CAM also maintains and considers a list of significant CAM relationships that could present a conflict of interest for CAM in voting proxies. CAM is also sensitive to the fact that a significant, publicized relationship between an issuer and a non-CAM Legg Mason affiliate might appear to the public to influence the manner in which CAM decides to vote a proxy with respect to such issuer. Absent special circumstances or a significant, publicized non-CAM Legg Mason affiliate relationship that CAM for prudential reasons treats as a potential conflict of interest because such relationship might appear to the public to influence the manner in which CAM decides to

 



 

vote a proxy, CAM generally takes the position that relationships between a non-CAM Legg Mason affiliate and an issuer (e.g. investment management relationship between an issuer and a non-CAM Legg Mason affiliate) do not present a conflict of interest for CAM in voting proxies with respect to such issuer. Such position is based on the fact that CAM is operated as an independent business unit from other Legg Mason business units as well as on the existence of information barriers between CAM and certain other Legg Mason business units.

 

CAM maintains a Proxy Voting Committee to review and address conflicts of interest brought to its attention by CAM compliance personnel. A proxy issue that will be voted in accordance with a stated CAM position on such issue or in accordance with the recommendation of an independent third party is not brought to the attention of the Proxy Voting Committee for a conflict of interest review because CAM’s position is that to the extent a conflict of interest issue exists, it is resolved by voting in accordance with a pre-determined policy or in accordance with the recommendation of an independent third party. With respect to a conflict of interest brought to its attention, the Proxy Voting Committee first determines whether such conflict of interest is material. A conflict of interest is considered material to the extent that it is determined that such conflict is likely to influence, or appear to influence, CAM’s decision-making in voting proxies. If it is determined by the Proxy Voting Committee that a conflict of interest is not material, CAM may vote proxies notwithstanding the existence of the conflict.

 

If it is determined by the Proxy Voting Committee that a conflict of interest is material, the Proxy Voting Committee is responsible for determining an appropriate method to resolve such conflict of interest before the proxy affected by the conflict of interest is voted. Such determination is based on the particular facts and circumstances, including the importance of the proxy issue and the nature of the conflict of interest.

 


(1) Citigroup Asset Management comprises CAM North America, LLC, Salomon Brothers Asset Management Inc, Smith Barney Fund Management LLC, and other affiliated investment advisory firms. On December 1, 2005, Citigroup Inc. (“Citigroup”) sold substantially all of its worldwide asset management business, Citigroup Asset Management, to Legg Mason, Inc. (“Legg Mason”). As part of this transaction, CAM North America, LLC, Salomon Brothers Asset Management Inc and Smith Barney Fund Management LLC became wholly-owned subsidiaries of Legg Mason. Under a licensing agreement between Citigroup and Legg Mason, the names of CAM North America, LLC, Salomon Brothers Asset Management Inc, Smith Barney Fund Management LLC and their affiliated advisory entities, as well as all logos, trademarks, and service marks related to Citigroup or any of its affiliates (“Citi Marks”) are licensed for use by Legg Mason. Citi Marks include, but are not limited to, “Citigroup Asset Management,” “Salomon Brothers Asset Management” and “CAM”. All Citi Marks are owned by Citigroup, and are licensed for use until no later than one year after the date of the licensing agreement. Legg Mason and its subsidiaries, including CAM North America, LLC, Salomon Brothers Asset Management

 



 

Inc, and Smith Barney Fund Management LLC are not affiliated with Citigroup.

 

ITEM 8.                  PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

 

(a)(1):

 

NAME, ADDRESS, AND
AGE

 

LENGTH OF
IME SERVED

 

PRINCIPAL OCCUPATION(S) DURING
 PAST 5 YEARS

S. Kenneth Leech

 

Since 2006

 

Co-portfolio manager of the fund; employee of SBAM since 2006 and Chief Investment Officer of Western Asset since 1998.

 

 

 

 

 

Western Asset
385 East
Colorado Blvd.
Pasadena, CA
91101

 

 

 

 

 

 

 

 

 

Stephen A. Walsh

 

Since 2006

 

Co-portfolio manager of the fund; employee of SBAM since 2006 and Deputy Chief Investment Officer of Western Asset since 2000.

Western Asset
385 East
Colorado Blvd.
Pasadena, CA
91101

 

 

 

 

 

 

 

 

 

Keith J. Gardner

 

Since 2006

 

Co-portfolio manager of the fund; employee of SBAM since 2006 and portfolio manager and research analyst at Western Asset since 1994.

Western Asset
385 East
Colorado Blvd.
Pasadena, CA

91101

 

 

 

 

 

 

 

 

 

Matthew C.
Duda

Western Asset
385 East
Colorado Blvd.
Pasadena, CA
91101

 

Since 2006

 

Co-portfolio manager of the fund; employee of SBAM since 2006 and research analyst at Western Asset since 2001; Vice President and Investment Strategist from 1997-2001 at Credit Suisse First Boston Corporation.

 

 

 

 

 

 

(a)(2): DATA TO BE PROVIDED BY FINANCIAL CONTROL

 

The following tables set forth certain additional information with respect to the fund’s portfolio managers for the fund. Unless noted otherwise, all information is provided as of December 31, 2005.

 

Other Accounts Managed by Portfolio Managers

 



 

The table below identifies the number of accounts (other than the fund) for which the fund’s portfolio managers have day-to-day management responsibilities and the total assets in such accounts, within each of the following categories: registered investment companies, other pooled investment vehicles, and other accounts. For each category, the number of accounts and total assets in the accounts where fees are based on performance is also indicated.

 

Portfolio
Manager(s)

 

Registered
Investment
Companies

 

Other Pooled
Investment
Vehicles

 

Other
Accounts

 

 

 

 

 

 

 

S. Kenneth Leech

 

36 registered investment

 

19 Other pooled

 

740 Other accounts with

 

 

companies with $23.66

 

investment vehicles

 

$205.78 billion in total

 

 

billion in total assets

 

with $19.80 billion in assets

 

assets under

 

 

under management

 

under management

 

management*

 

 

 

 

 

 

 

Stephen A. Walsh

 

36 registered investment

 

19 Other pooled

 

740 Other accounts with

 

 

companies with $23.66

 

investment vehicles

 

$205.78 billion in total

 

 

billion in total assets

 

with $19.80 billion in assets

 

assets under

 

 

under management

 

under management

 

management*

 

 

 

 

 

 

 

Keith J. Gardner

 

0 registered investment

 

2 Other pooled

 

3 Other accounts with

 

 

Companies

 

investment vehicles

 

$212.98 billion in total

 

 

 

 

with $2.09 billion in assets

 

assets under

 

 

 

 

under management

 

management**

 

 

 

 

 

 

 

Matthew C. Duda

 

0 registered investment

 

0 Other pooled

 

0 Other accounts

 

 

Companies

 

investment vehicles

 

 

 


*

 

Includes 77 accounts managed, totaling $20.7 billion, for which advisory fee is performance based.

**

 

Includes 1 account managed, totaling $12.32 million, for which advisory fee is performance based.

 

‡ The numbers above reflect the overall number of portfolios managed by employees of Western Asset Management Company (“Western Asset”) and the Investment Manager and its affiliates. In addition to the funds noted above, these portfolio managers also are involved in the management of portfolios advised by Western Asset and its affiliates, but they are not solely responsible for particular portfolios. Western Asset’s investment discipline emphasizes a team approach that combines the efforts of groups of specialists working in different market sectors. They are responsible for overseeing implementation of Western Asset’s overall investment ideas and coordinating the work of the various sector teams. This structure ensures that client portfolios benefit from a consensus that draws on the expertise of all team members.

 

(a)(3): Portfolio Manager Compensation

 

The description below relates to the Investment Manager and, both CAM North America and Western Asset Management, both affiliates of the Investment Manager. Certain of the Funds’ portfolio managers may be employed concurrently by the Investment Manager and by either CAM North America or Western Asset Management. The Investment Manager follows the CAM North America portfolio manager compensation policies described below.

 



 

CAM North America investment professionals receive base salary and other employee benefits and are eligible to receive incentive compensation. Base salary is typically determined based on market factors and the skill and experience of individual investment personnel. However, CAM North America investment professionals who are employed concurrently by CAM North America and also by another investment manager affiliated with Legg Mason may be compensated under that other investment manager’s compensation program.

 

CAM North America has implemented an investment management incentive and deferred compensation plan (the “Plan”) for its investment professionals, including the Funds’ portfolio manager(s). Each investment professional works as a part of an investment team. The Plan is designed to align the objectives of CAM North America investment professionals with those of Fund shareholders and other CAM North America clients. Under the Plan a “base incentive pool” is established for each team each year as a percentage of CAM North America’s revenue attributable to the team (largely management and related fees generated by funds and other accounts). A team’s revenues are typically expected to increase or decrease depending on the effect that the team’s investment performance as well as inflows and outflows have on the level of assets in the investment products managed by the team. The “base incentive pool” of a team is reduced by base salaries paid to members of the team and employee benefits expenses attributable to the team.

 

The investment team’s incentive pool is then adjusted to reflect its ranking among a “peer group” of non-CAM North America investment managers and the team’s pre-tax investment performance against the applicable product benchmark (e.g. a securities index and, with respect to a fund, the benchmark set forth in the fund’s prospectus to which the fund’s average annual total returns are compared or, if none, the benchmark set forth in the fund’s annual report). CAM North America may also measure the team’s pre-tax investment performance against additional benchmarks, as it determines appropriate. Longer-term (5-year) performance will be more heavily weighted than shorter-term (1-year) performance in the calculation of the performance adjustment factor. The incentive pool for a team may also be adjusted to reflect other factors (e.g., severance pay to departing members of the team, and discretionary allocations by the applicable CAM North America chief investment officer from one investment team to another). The incentive pool will be allocated by the applicable CAM North America chief investment officer to the team leader and, based on the recommendations of the team leader, to the other members of the team.
 

Up to 20% of an investment professional’s annual incentive compensation is subject to deferral. Of that principal deferred award amount, 50% will accrue a return based on the hypothetical returns of the investment fund or product that is the primary focus of the investment professional’s business activities with the firm, and 50% may be received in the form of Legg Mason restricted stock shares.

 

With respect to the compensation of certain portfolio managers employed concurrently by CAM North America and Western Asset, Western Asset’s compensation system assigns each employee a total compensation “target” and a respective cap, which are derived from annual market surveys that benchmark each role with their job function and peer universe. This method is designed to reward employees with total compensation reflective of the external market value of their skills, experience, and ability to produce desired results. Standard compensation includes competitive base salaries, generous employee benefits, and a retirement plan.

 

In addition, Western Asset employees are eligible for bonuses. These are structured to closely align the interests of employees with those of Western Asset’s, and are determined by the professional’s job function and performance as measured by a formal review process. All bonuses are completely discretionary. One of the principal factors considered is a portfolio manager’s investment performance versus appropriate peer groups and benchmarks. Because portfolio managers are generally responsible for multiple accounts (including the funds) with similar investment strategies, they are compensated on the performance of the aggregate group of similar accounts, rather than a specific account. A smaller portion of a bonus payment is derived from factors that include client service, business development, length of service to the investment manager, management or supervisory responsibilities, contributions to developing business strategy and overall contributions to Western Asset’s business.

 



 

Finally, in order to attract and retain top talent, all professionals are eligible for additional incentives in recognition of outstanding performance. These are determined based upon the factors described above and include Legg Mason stock options and long-term incentives that vest over a set period of time past the award date.

 

Potential Conflicts of Interest

 

Potential conflicts of interest may arise when a Fund’s portfolio manager has day-to-day management responsibilities with respect to one or more other funds or other accounts, as is the case for certain of the portfolio managers listed in the table above.

 

The manager and the Funds have adopted compliance polices and procedures that are designed to address various conflicts of interest that may arise for the manager and the individuals that it employs. For example, the manager seeks to minimize the effects of competing interests for the time and attention of portfolio managers by assigning portfolio managers to manage funds and accounts that share a similar investment style. The manager has also adopted trade allocation procedures that are designed to facilitate the fair allocation of limited investment opportunities among multiple funds and accounts. There is no guarantee, however, that the policies and procedures adopted by manager and the Funds will be able to detect and/or prevent every situation in which an actual or potential conflict may appear. Potential conflicts include:

 

Allocation of Limited Time and Attention.    A portfolio manager who is responsible for managing multiple funds and/or accounts may devote unequal time and attention to the management of those funds and/or accounts.
 

As a result, the portfolio manager may not be able to formulate as complete a strategy or identify equally attractive investment opportunities for each of those accounts as might be the case if he or she were to devote substantially more attention to the management of a single fund. The effects of this potential conflict may be more pronounced where funds and/or accounts overseen by a particular portfolio manager have different investment strategies.

 

Allocation of Limited Investment Opportunities.    If a portfolio manager identifies a limited investment opportunity that may be suitable for multiple funds and/or accounts, the opportunity may be allocated among these several funds or accounts, which may limit a fund’s ability to take full advantage of the investment opportunity.

 

Pursuit of Differing Strategies.    At times, a portfolio manager may determine that an investment opportunity may be appropriate for only some of the funds and/or accounts for which he or she exercises investment responsibility, or may decide that certain of the funds and/or accounts should take differing positions with respect to a particular security. In these cases, the portfolio manager may place separate transactions for one or more funds or accounts which may affect the market price of the security or the execution of the transaction, or both, to the detriment or benefit of one or more other funds and/or accounts.

 

Selection of Brokers/Dealers.    Portfolio managers may be able to select or influence the selection of the brokers and dealers that are used to execute securities transactions for the funds and/or account that they supervise. In addition to executing trades, some brokers and dealers provide portfolio managers with brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934), which may result in the payment of higher brokerage fees than might have otherwise be available. These services may be more beneficial to certain funds or accounts than to others. Although the payment of brokerage commissions is subject to the requirement that the portfolio manager determine in good faith that the commissions are reasonable in relation to the value of the brokerage and research services provided to the fund, a portfolio manager’s decision as to the selection of brokers and dealers could yield disproportionate costs and benefits among the funds and/or accounts that he or she manages.

 

Variation in Compensation.    A conflict of interest may arise where the financial or other benefits available to the portfolio manager differ among the funds and/or accounts that he or she manages. If the structure of the manager’s management fee and/or the portfolio manager’s compensation differs among funds and/or accounts (such as where certain funds or accounts pay higher management fees or

 



 

performance-based management fees), the portfolio manager might be motivated to help certain funds and/or accounts over others. The portfolio manager might be motivated to favor funds and/or accounts in which he or she has an interest or in which the investment advisor and/or its affiliates have interests. Similarly, the desire to maintain or raise assets under management or to enhance the portfolio manager’s performance record or to derive other rewards, financial or otherwise, could influence the portfolio manager to lend preferential treatment to those funds and/or accounts that could most significantly benefit the portfolio manager.

 

Related Business Opportunities.    The manager or its affiliates may provide more services (such as distribution or recordkeeping) for some types of funds or accounts than for others. In such cases, a portfolio manager may benefit, either directly or indirectly, by devoting disproportionate attention to the management of fund and/or accounts that provide greater overall returns to the manager and its affiliates.

 

(a)(4): Portfolio Manager Securities Ownership

 

The table below identifies ownership of fund securities by the portfolio managers.

 

Portfolio Manager(s)

 

Dollar Range of
Ownership of Securities

S. Kenneth Leech

 

None

Stephen A. Walsh

 

None

Keith J. Gardner

 

None

Matthew C. Duda

 

None

 

ITEM 9.                  PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

 

None.

 

ITEM 10.                SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

 

Not applicable.

 

ITEM 11.                CONTROLS AND PROCEDURES.

 

(a)           The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a- 3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the disclosure controls and procedures required by Rule 30a-3(b) under the 1940 Act and 15d-15(b) under the Securities Exchange Act of 1934.

 

(b)           There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the registrant’s last fiscal half-year (the registrant’s second fiscal half-year in the case of an annual report) that have materially affected, or are likely to materially affect the registrant’s internal control over financial reporting.

 

ITEM 12.                EXHIBITS.

 

(a)           Code of Ethics attached hereto.

 

Exhibit 99.CODE ETH

 

(b)           Attached hereto.

 

Exhibit 99.CERT                                    Certifications pursuant to section 302 of the Sarbanes-Oxley Act of 2002

 

Exhibit 99.906CERT                              Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this Report to be signed on its behalf by the undersigned, there unto duly authorized.

 

Salomon Brothers Emerging Markets Floating Rate Fund Inc.

 

By:

/s/ R. Jay Gerken

 

 

R. Jay Gerken

 

Chief Executive Officer of

 

Salomon Brothers Emerging Markets Floating Rate Fund Inc.

 

 

Date:

  May 8, 2006

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By:

/s/ R. Jay Gerken

 

 

(R. Jay Gerken)

 

Chief Executive Officer of

 

Salomon Brothers Emerging Markets Floating Rate Fund Inc.

 

 

Date:

  May 8, 2006

 

By:

/s/ Frances M. Guggino

 

 

(Frances M. Guggino)

 

Chief Financial Officer of

 

Salomon Brothers Emerging Markets Floating Rate Fund Inc.

 

 

Date:

  May 8, 2006