SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e) (2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Salomon Brothers Emerging Markets Income Fund Inc.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i) (4) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a) (2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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SALOMON BROTHERS EMERGING MARKETS INCOME
FUND INC.
125 BROAD STREET, NEW YORK, NEW YORK 10004
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
November 12, 2003
To the Stockholders:
The Annual Meeting of Stockholders (the "Meeting") of Salomon Brothers
Emerging Markets Income Fund Inc. (the "Fund") will be held at Citigroup
Center, 153 East 53rd Street, 14th Floor, New York, New York, on Thursday,
December 11, 2003, at 3:00 p.m., New York time, for the purposes of considering
and voting upon the following:
1. The election of Directors (Proposal 1); and
2. Any other business that may properly come before the Meeting.
The close of business on November 4, 2003 has been fixed as the record
date for the determination of stockholders entitled to notice of and to vote at
the Meeting.
By Order of the Board of Directors,
Christina T. Sydor
Secretary
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TO AVOID UNNECESSARY EXPENSE OF FURTHER SOLICITATION, WE URGE YOU TO
INDICATE VOTING INSTRUCTIONS ON THE ENCLOSED PROXY, DATE AND SIGN IT AND
RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED, NO MATTER HOW LARGE OR HOW
SMALL YOUR HOLDINGS MAY BE.
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INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of assistance
to you and avoid the time and expense to the Fund involved in validating your
vote if you fail to sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.
2. Joint Accounts: Either party may sign, but the name of the party
signing should conform exactly to a name shown in the registration.
3. All Other Accounts: The capacity of the individual signing the proxy
card should be indicated unless it is reflected in the form of
registration. For example:
REGISTRATION VALID SIGNATURE
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CORPORATE ACCOUNTS
------------------
(1) ABC Corp. ................................................... ABC Corp. (by John Doe, Treasurer)
(2) ABC Corp. ................................................... John Doe, Treasurer
(3) ABC Corp., c/o John Doe, Treasurer .......................... John Doe
(4) ABC Corp. Profit Sharing Plan ............................... John Doe, Trustee
TRUST ACCOUNTS
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(1) ABC Trust ................................................... Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee, u/t/d 12/28/78 ........................ Jane B. Doe
CUSTODIAL OR ESTATE ACCOUNTS
----------------------------
(1) John B. Smith, Cust., f/b/o John B. Smith, Jr. UGMA ......... John B. Smith
(2) John B. Smith ............................................... John B. Smith, Jr., Executor
SALOMON BROTHERS EMERGING MARKETS INCOME
FUND INC.
125 BROAD STREET, NEW YORK, NEW YORK 10004
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PROXY STATEMENT
This proxy statement is furnished in connection with a solicitation by the
Board of Directors of Salomon Brothers Emerging Markets Income Fund Inc. (the
"Fund") of proxies to be used at the Annual Meeting of Stockholders of the Fund
(the "Meeting") to be held at Citigroup Center, 153 East 53rd Street, 14th
Floor, New York, New York, on December 11, 2003 at 3:00 p.m., New York time
(and at any adjournment or adjournments thereof) for the purposes set forth in
the accompanying Notice of Annual Meeting of Stockholders. This proxy statement
and the accompanying form of proxy are first being mailed to stockholders on or
about November 12, 2003. Stockholders who execute proxies retain the right to
revoke them in person at the Meeting or by written notice received by the
Secretary of the Fund at any time before they are voted. Unrevoked proxies will
be voted in accordance with the specifications thereon and, unless specified to
the contrary, will be voted FOR the election of a Director. The close of
business on November 4, 2003 has been fixed as the record date for the
determination of stockholders entitled to notice of and to vote at the Meeting.
For purposes of the Meeting, each stockholder is entitled to one vote for each
full share and an appropriate fraction of a vote for each fractional share
held. On November 4, 2003, there were 4,110,014 shares of the Fund's common
stock outstanding.
In accordance with the Fund's By-Laws, a quorum is constituted by the
presence in person or by proxy of the holders of record of a majority of the
outstanding shares of the Fund's capital stock entitled to vote at the Meeting.
In the event that a quorum is not present at the Meeting, or in the event that
a quorum is present but sufficient votes to approve any of the proposals are
not received, the Meeting may be adjourned to a date not more than 120 days
after the original record date to permit further solicitation of proxies. Any
such adjournment will require the affirmative vote of a majority of those
shares represented at the Meeting in person or by proxy. The persons named as
proxies will vote those proxies which they are entitled to vote FOR or AGAINST
any such proposal in their discretion. A stockholder vote may be taken on one
or more of the proposals in this proxy statement prior to any such adjournment
if sufficient votes have been received for approval.
Salomon Brothers Asset Management Inc ("SBAM"), whose principal business
address is 399 Park Avenue, New York, New York 10022, is the Fund's investment
adviser and administrator. SBAM is an indirect wholly-owned subsidiary of
Citigroup Inc.
SUMMARY OF PROPOSAL
PROPOSAL CLASS OF STOCKHOLDERS SOLICITED
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1. Election of Class II Directors
Daniel Cronin Holders of Common Stock
Carol L. Colman Holders of Common Stock
Election of Class I Directors
William R. Hutchinson Holders of Common Stock
Dr. Riordan Roett Holders of Common Stock
Jeswald W. Salacuse Holders of Common Stock
PROPOSAL 1: ELECTION OF DIRECTORS
In accordance with the Fund's Charter, the Fund's Board of Directors is
divided into three classes: Class I, Class II and Class III. At the Meeting,
the holders of common stock will be asked to elect two Class II Directors and
three Class I Directors to hold office until the year 2004 Annual Meeting of
Stockholders and the year 2006 Annual Meeting of Stockholders, respectively, or
thereafter in each case when their respective successors are duly elected and
qualified. The effect of these staggered terms is to limit the ability of other
entities or persons to acquire control of the Fund by delaying the replacement
of a majority of the Board of Directors.
The persons named in the form of proxy accompanying the proxy statement
intend to vote at the Meeting (unless directed not to vote) FOR the election of
the nominees named below. Two of the nominees for election, Ms. Colman and Mr.
Cronin, are currently members of the Fund's Board of Directors but have not
been previously elected as Directors by the Fund's stockholders. Mr. Hutchinson
has been nominated by the Board of Directors to be elected at the Meeting to
serve as a Class I Director. Each nominee has indicated that he or she will
serve if elected, but if he or she should be unable to serve, the proxy will be
voted for any other person determined by the persons named in the proxy in
accordance with their judgment.
The following table provides information concerning the nominees for
election as Directors of the Fund:
NUMBER OF
PORTFOLIOS
ADVISED BY
SBAM AND
PRINCIPAL OVERSEEN BY
POSITION(S) OCCUPATION(S) DIRECTOR OTHER
NAME, ADDRESS HELD WITH LENGTH OF DURING PAST (INCLUDING DIRECTORSHIPS
AND AGE* FUND TIME SERVED 5 YEARS THE FUND) HELD BY NOMINEE
----------------------- -------------- ------------- --------------------- ------------ ----------------
CLASS II DIRECTORS
NON-INTERESTED DIRECTOR NOMINEES
Daniel Cronin Director and Since 2003 Associate General 28 None
Pfizer Inc. Member of Counsel, Pfizer Inc.
235 East 42nd Street the Audit
New York, NY 10017 Committee
Age: 57
Carol L. Colman Director and Since 2003 President, Colman 31 None
Colman Consulting Member of Consulting Co., Inc.
Co., Inc. the Audit
278 Hawley Road Committee
North Salem, NY 10560
Age: 57
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* It is the practice of the Fund that upon attainment of age 80, Fund
Directors are required to change to emeritus status. Directors emeritus
are entitled to serve in emeritus status for a maximum of 10 years,
during such time they are paid 50% of the annual retainer fee and meeting
fees otherwise applicable to Fund Directors together with reasonable
out-of-pocket expenses for each meeting attended.
2
NUMBER OF
PORTFOLIOS
ADVISED BY
SBAM AND
PRINCIPAL OVERSEEN BY
POSITION(S) OCCUPATION(S) DIRECTOR OTHER
NAME, ADDRESS HELD WITH LENGTH OF DURING PAST (INCLUDING DIRECTORSHIPS
AND AGE FUND TIME SERVED 5 YEARS THE FUND) HELD BY NOMINEE
--------------------------------- ----------------- ------------- --------------------- ------------ ----------------------
CLASS I DIRECTORS
NON-INTERESTED DIRECTOR NOMINEES
William R. Hutchinson N/A N/A President, WR 40 Director,
535 N. Michigan Hutchinson & Associated Bank;
Suite 1012 Associates, Inc. Director,
Chicago, IL 60611 (Consultant); Group Associated
Age: 60 Vice President, Banc-Corp.
Mergers &
Acquisitions, BP
Amoco p.l.c.
Dr. Riordan Roett Director and Since Professor and 30 The Latin America
The Johns Hopkins University Member of 1995 Director, Latin Equity Fund, Inc.
1740 Massachusetts Ave. NW the Audit American Studies
Washington, DC 20036 Committee Program, Paul H.
Age: 64 Nitze School of
Advanced
International
Studies, The Johns
Hopkins University.
Jeswald W. Salacuse Director and Since Henry J. Braker 30 Director of two
Tufts University Member of the 1994 Professor of registered investment
The Fletcher School Audit Committee Commercial Law companies advised by
of Law & Diplomacy and formerly Dean, Advantage Advisers,
Packard Avenue The Fletcher School Inc. ("Advantage").
Medford, MA 02155 of Law &
Age: 65 Diplomacy, Tufts
University.
3
The following table provides information concerning the remaining
Directors of the Fund:
NUMBER OF
PORTFOLIOS
ADVISED BY
SBAM AND
PRINCIPAL OVERSEEN BY OTHER
POSITION(S) OCCUPATION(S) NOMINEE DIRECTORSHIPS
NAME, ADDRESS HELD WITH LENGTH OF DURING PAST (INCLUDING HELD BY
AND AGE FUND TIME SERVED 5 YEARS THE FUND) NOMINEE
------------------------ ----------------- ------------- ------------------------------- ------------- ----------------
CLASS III DIRECTORS
NON-INTERESTED DIRECTOR
Leslie H. Gelb Director and Since 1994 President Emeritus and Senior 33 Britannica.com,
The Council on Member of Board Fellow, The Council on Director of two
Foreign Relations the Audit Foreign Relations; formerly registered
58 East 68th Street Committee Columnist, Deputy Editorial investment
New York, NY 10021 Page Editor and Editor, Op-Ed companies
Age: 66 Page, The New York Times. advised by
Advantage.
INTERESTED DIRECTOR
R. Jay Gerken** Director Since Managing Director of 219 None
125 Broad Street Chairman 2002 Citigroup Global Markets Inc.
New York, NY 10004 and ("CGM"); Chairman, President
Age: 52 Chief Executive and Chief Executive Officer of
Officer SBFM, Travelers Investment
Adviser, Inc ("TIA") and Citi
Fund Management Inc.
("CFM"); President and Chief
Executive Officer of certain
mutual funds associated with
Citigroup Inc.; Formerly,
Portfolio Manager of Smith
Barney Allocation Series Inc.
(from 1996-2001) and Smith
Barney Growth and Income
Fund (from 1996-2001).
** Mr. Gerken is an "interested person" as defined in the Investment Company
Act of 1940, as amended (the "1940 Act"), because he is a Managing
Director of CGM, an affiliate of SBAM, the Fund's investment adviser.
The following table provides information concerning the dollar range of
equity securities owned beneficially by each Director and nominee for election
as Director as of December 31, 2002:
DOLLAR RANGE(1) OF EQUITY AGGREGATE DOLLAR RANGE(1) OF EQUITY SECURITIES IN ALL FUNDS
NAME OF DIRECTOR/NOMINEE SECURITIES IN THE FUND OVERSEEN BY DIRECTOR/NOMINEE AND ADVISED BY SBAM
---------------------------------- ------------------------- ----------------------------------------------------------
NON-INTERESTED DIRECTORS/NOMINEES
Carol L. Colman A E
Daniel P. Cronin A C
Leslie H. Gelb B B
William R. Hutchinson A B
Dr. Riordan Roett B B
Jeswald W. Salacuse B C
INTERESTED DIRECTOR/NOMINEE
R. Jay Gerken A E
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(1) A. None
B. $1-$10,000
C. $10,001-$50,000
D. $50,001-$100,000
E. over $100,000
4
No Director or nominee for election as Director who is not an "interested
person" of the Fund as defined in the 1940 Act, nor any immediate family member
of such persons, had any interest in SBAM, the Fund's investment adviser, or
any person or entity (other than the Fund) directly or indirectly controlling,
controlled by, or under common control with SBAM as of November 1, 2003.
RESPONSIBILITIES OF THE BOARD OF DIRECTORS
The Board of Directors is responsible for ensuring that the Fund is
managed in the best interest of its stockholders. The Directors oversee the
Fund's business by, among other things, meeting with the Fund's management and
evaluating the performance of the Fund's service providers including SBAM, the
custodian and the transfer agent. As part of this process, the Directors
consult with the Fund's independent auditors and with their own separate
independent counsel.
The Board of Directors has four regularly scheduled meetings each year and
additional meetings are scheduled as needed. In addition, the Board has an
audit committee which meets periodically during the year and whose
responsibilities are described below.
The Directors regularly review the Fund's financial statements,
performance and market price as well as the quality of the services being
provided to the Fund. As part of this process, the Directors review the Fund's
fees and expenses to determine if they are reasonable and competitive in light
of the services being received and while also ensuring that the Fund continues
to have access to high quality services in the future. Based on these reviews,
the Directors periodically make suggestions to and monitor the Fund's
management to ensure that responsive action is taken. The Directors also
monitor potential conflicts of interest among the Fund, SBAM and its affiliates
and other funds and clients managed by SBAM to ensure that the Fund is managed
in a manner which is in the best interest of the Fund's stockholders.
The Fund's executive officers are chosen each year at the meeting of the
Board of Directors of the Fund immediately following the Annual Meeting of
Stockholders, to hold office until the meeting of the Board following the next
Annual Meeting of Stockholders and until their respective successors are duly
elected and qualified. In addition to Mr. Gerken, the Fund's Chairman, the
executive officers of the Fund are:
POSITION(S)
HELD WITH LENGTH OF PRINCIPAL OCCUPATION(S)
NAME, ADDRESS AND AGE FUND TIME SERVED DURING PAST 5 YEARS
------------------------------- -------------------------- ------------- ------------------------------------------
Peter J. Wilby CFA President Since 2002 Managing Director of CGM and SBAM
Citigroup Asset Management
("CAM") Executive Vice President 1994-2002
399 Park Avenue, 4th Floor
New York, NY 10022
Age: 44
Lewis E. Daidone Executive Vice President Since 2002 Managing Director of CGM; Chief
CAM and Chief Administrative Administrative Officer of mutual funds
125 Broad Street, 11th Floor Officer associated with Citigroup Inc.; Chief
New York NY 10004 Financial Officer of certain funds
Age: 46 Executive Vice 1998-2002 associated with Citigroup Inc.; Formerly,
President and Treasurer Treasurer of mutual funds associated
with Citigroup Inc.; Director and Senior
Vice President of SBFM and TIA;
Director of CFM
5
POSITION(S)
HELD WITH LENGTH OF PRINCIPAL OCCUPATION(S)
NAME, ADDRESS AND AGE FUND TIME SERVED DURING PAST 5 YEARS
------------------------------- -------------------------- ------------- ----------------------------------------
James E. Craige, CFA Executive Vice President Since 1999 Managing Director of CGM and SBAM;
CAM Director of CCM and SBAM
399 Park Avenue 4th Floor
New York, NY 10022
Age 35
Thomas K. Flanagan, CFA Executive Vice President Since 1994 Managing Director of CCM and SBAM
CAM
399 Park Avenue 4th Floor
New York, NY 10022
Age 50
Frances M. Guggino Controller Since 2002 Vice President, CGM; Controller of
CAM certain funds associated with Citigroup
125 Broad Street, 10th Floor Inc.
New York, NY 10004
Age: 45
Christina T. Sydor Secretary Since 1998 Managing Director of CGM; General
CAM Counsel and Secretary of SBFM and TIA;
300 First Stamford Place Secretary of certain funds associated
Stamford, CT 06902 with Citigroup Inc.
Age: 52
The Fund's Audit Committee is composed of all of the Directors who are not
"interested persons" of the Fund, SBAM or its affiliates within the meaning of
the 1940 Act, and who are "independent" as defined in the New York Stock
Exchange listing standards. The principal functions of the Audit Committee are
to: (a) oversee the scope of the Fund's audit, the Fund's accounting and
financial reporting policies and practices and its internal controls and
enhance the quality and objectivity of the audit function; (b) approve, and
recommend to the Independent Board Members (as that term is defined in the
Audit Committee Charter) for their ratification, the selection, appointment,
retention or termination of the Fund's independent auditors, as well as
approving the compensation thereof; and (c) approve all audit and permissible
non-audit services provided to the Fund and certain other persons by such
independent auditors. This Committee met twice during the fiscal year ended
August 31, 2003. The Fund adopted an Audit Committee Charter at a meeting held
on October 22, 2003, a copy of which is attached to this Proxy Statement as
Exhibit A. The Directors constituting the Fund's Audit Committee also
constitute the Fund's Nominating Committee. The Nominating Committee met twice
during the fiscal year ended August 31, 2003. The Nominating Committee selects
and nominates new non-interested directors. The Nominating Committee will
accept nominations for the office of Director made by shareholders in a written
request addressed to the Secretary of the Fund which includes biographical data
and sets forth the qualifications of the proposed nominee. The Fund has a
Valuation Committee composed of the Chairman and at least one non-interested
Director. The Valuation Committee is charged with determining fair value prices
for securities when required. The Valuation Committee met once during the
fiscal year ended August 31, 2003. The Fund does not have a Compensation
Committee.
During the fiscal year ended August 31, 2003, the Board of Directors held
four regular meetings. Each Director attended at least 75% of the aggregate
number of meetings of the Board and any committee on which he or she served.
REPORT OF THE AUDIT COMMITTEE
In connection with a meeting of the Audit Committee on October 22, 2003,
the Audit Committee reports that it has: (i) reviewed and discussed the Fund's
audited financial statements with management; (ii) discussed with
6
PricewaterhouseCoopers LLP ("PwC"), the independent auditors to the Fund, the
matters (such as the quality of the Fund's accounting principals and internal
controls) required to be discussed by Statement on Auditing Standards No. 61;
and (iii) previously received written confirmation from PwC that it is
independent and written disclosures regarding such independence as required by
Independence Standards Board Standard No. 1, and discussed with PwC the
auditors' independence. Based on the review and discussions referred to in
items (i) through (iii) above, the Audit Committee recommended to the Board of
Directors that the audited financial statements be included in the Fund's
annual report for the Fund's fiscal year ended August 31, 2003.
ADDITIONAL MATTERS
A representative of PwC will be available by telephone at the Meeting to
answer appropriate questions and will have an opportunity to make a statement
if he or she chooses to do so.
Under the federal securities laws, the Fund is required to provide to
stockholders in connection with the Meeting information regarding compensation
paid to the Directors by the Fund, as well as by the various other investment
companies advised by SBAM. The following table provides information concerning
the compensation paid from the Fund to each Director during the fiscal year
ended August 31, 2003 and the total compensation paid to each Director during
the calendar year ended December 31, 2002. Each of the Directors listed below
is a member of the Fund's Audit Committee and Nominating Committee and other
committees of certain other investment companies advised by SBAM and its
affiliates, and accordingly, the amounts provided in the table include
compensation for service on such committees. The Fund does not provide any
pension or retirement benefits to Directors. Aggregate fees and expenses
(including reimbursement for travel and out-of-pocket expenses) of $13,391 were
paid to the Directors by the fund during the fiscal year ended August 31, 2003.
In addition, no remuneration was paid during the fiscal year ended August 31,
2003 by the Fund to Mr. Gerken, who is an "interested person" as defined in the
1940 Act.
TOTAL COMPENSATION FROM THE FUND AND OTHER
AGGREGATE COMPENSATION FROM THE FUND FOR FUNDS ADVISED BY SBAM AND ITS AFFILIATES FOR
NAME OF DIRECTORS THE FISCAL YEAR ENDED 8/31/03 THE CALENDAR YEAR ENDED 12/31/02
------------------ ---------------------------------------- --------------------------------------------
Carol L. Colman ............. $3,350 $90,950
Daniel Cronin ............... $2,650 $90,300
Leslie H. Gelb .............. $7,600 $63,400
Dr. Riordan Roett ........... $9,200 $93,400
Jeswald W. Salacuse ......... $8,500 $81,700
During the Fund's last fiscal year, total compensation paid by the Fund to
a Director emeritus totaled $3,900.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
At November 4, 2003, the Directors and officers of the Fund, individually
and as a group, owned beneficially less than 1% of the outstanding shares of
each class of the Fund's capital stock. To the knowledge of the Fund's
management, no person owned of record, or owned beneficially, more than 5% of
the Fund's outstanding shares of capital stock at that date, except that Cede &
Co., a nominee for participants in Depository Trust Company, held of record
3,960,533 common shares, equal to approximately 96% of the outstanding common
shares of the Fund's capital stock.
7
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 and Section 30(h) of
the 1940 Act in combination require the Fund's Directors and officers, persons
who own more than 10% of the Fund's capital stock, SBAM, and its respective
directors and officers, to file reports of ownership and changes in ownership
with the Securities and Exchange Commission ("SEC") and the New York Stock
Exchange, Inc. Such persons are required by SEC regulations to furnish the Fund
with copies of all such filings. Based solely on its review of the copies of
such filings received by it and certain other information received by it, the
Fund believes that, for the fiscal year ended August 31, 2003, all filing
requirements applicable to such persons were complied with except that a timely
filing was not made for Evan Merberg on Form 3. However, during the Fund's
fiscal year ended August 31, 2003, no purchases and sales were made by Mr.
Merberg, and he has subsequently filed a Form 3.
REQUIRED VOTE
The election of Ms. Colman and Messrs. Cronin, Hutchinson, Roett and
Salacuse as Directors requires a plurality of the votes cast by the holders of
shares of Common Stock present or represented by proxy at the Meeting at which
a quorum is present. For purposes of the election of Directors, abstentions and
broker non-votes will not be considered votes cast, and do not affect the
plurality vote required for Directors.
THE DIRECTORS, INCLUDING THE DIRECTORS WHO ARE NOT "INTERESTED PERSONS,"
UNANIMOUSLY RECOMMEND THAT THE STOCKHOLDERS VOTE "FOR" EACH OF THE NOMINEES FOR
DIRECTOR.
FEES PAID TO INDEPENDENT ACCOUNTANTS
AUDIT FEES. The fees for the annual audit of the Fund's financial
statements by PricewaterhouseCoopers LLP ("PwC") for the fiscal year ended
August 31, 2003 were $53,000.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES. There were
no fees billed for financial information systems design and implementation
services rendered by PwC to the Fund, SBAM, and entities controlled by or
affiliated with SBAM that provide services to the Fund for the fiscal year
ended August 31, 2003.
ALL OTHER FEES. The aggregate fees billed for all other non-audit
services, including fees for tax-related services, rendered by PwC to the Fund,
SBAM and entities controlled by or affiliated with SBAM that provide services
to the Fund for the fiscal year ended August 31, 2003 were $14,700. The Fund's
Audit Committee has determined that provision of these non-audit services is
compatible with maintaining the independence of PwC.
PROPOSALS TO BE SUBMITTED BY STOCKHOLDERS
All proposals by stockholders of the Fund which are intended to be
presented at the Fund's next Annual Meeting of Stockholders to be held in 2004
must be received by the Fund for inclusion in the Fund's proxy statement and
proxy relating to that meeting no later than July 15, 2004. Any stockholder who
desires to submit a proposal at the Fund's 2004 Annual Meeting of Stockholders
without including such proposal in the Fund's proxy statement must deliver
written notice thereof to the Secretary of the Fund (addressed to Salomon
Brothers Emerging Markets Income Fund Inc., 125 Broad Street, New York, New
York 10004) during the period from September 12, 2004 to October 12, 2004.
However, if the Fund's 2004 Annual Meeting of Stockholders is held earlier than
November 11, 2004 or later than February 9, 2005, such written notice must be
delivered to the Secretary of the Fund during the period from 90 days before
the date of the 2004 Annual Meeting to the later of 60 days prior to the date
of the 2004 Annual Meeting or 10 days following the public announcement of the
date of the 2004 Annual Meeting.
8
OTHER INFORMATION
The Fund's Annual Report containing financial statements for the fiscal
year ended August 31, 2003 is available free of charge by writing to the Fund
c/o Salomon Brothers Asset Management Inc at the address listed on the front
cover, or by calling toll-free 1-888-777-0102.
EXPENSES OF PROXY SOLICITATION
The costs of preparing, assembling and mailing material in connection with
this solicitation of proxies will be borne by the Fund. Proxies may also be
solicited personally by officers of the Fund and by regular employees of SBAM
or its affiliates, or other representatives of the Fund or by telephone or
telegraph, in addition to the use of mails. Brokerage houses, banks and other
fiduciaries may be requested to forward proxy solicitation material to their
principals to obtain authorization for the execution of proxies, and will be
reimbursed by the Fund for such out-of-pocket expenses.
OTHER BUSINESS
The Board of Directors of the Fund does not know of any other matter which
may come before the Meeting. If any other matter properly comes before the
Meeting, it is the intention of the persons named in the proxy to vote the
proxies in accordance with their judgment on that matter.
November 12, 2003
9
EXHIBIT A
AUDIT COMMITTEE CHARTER
AMENDED AND RESTATED AS OF OCTOBER 22, 2003
ESTABLISHMENT AND PURPOSE
This document serves as the Charter for the Audit Committee (the
"Committee") of the Board of each registered investment company (the "Fund")
advised by Smith Barney Fund Management or Salomon Brothers Asset Management or
one of their affiliates (each, an "Adviser") listed on Appendix A hereto (each
such Charter being a separate Charter). The primary purposes of the Committee
are to (a) oversee the scope of the Fund's audit, the Fund's accounting and
financial reporting policies and practices and its internal controls and
enhance the quality and objectivity of the audit function; (b) approve, and
recommend to the Independent Board Members (as such term is defined below) for
their ratification, the selection, appointment, retention or termination of the
Fund's independent auditors, as well as approving the compensation thereof; and
(c) approve all audit and permissible non-audit services provided to the Fund
and certain other persons by such independent auditors.
DUTIES AND RESPONSIBILITIES
The Fund's independent auditors are accountable to the Committee.
The Committee shall:
1. Approve, and recommend to the Independent Board Members for their
ratification, the selection, appointment, retention or termination of
the Fund's independent auditors, or of any other public accounting
firm engaged for the purpose of performing other audit, review or
attest services for the Fund, and approve the compensation thereof.
2. Confirm with any independent auditor retained to provide audit
services that the independent auditor has ensured the appropriate
rotation of the lead audit partner pursuant to applicable regulations.
3. Approve (a) all audit and permissible non-audit services(1) 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
----------
1 The Committee shall not approve non-audit services that the Committee
believes may impair the independence of the auditors. As of the date of the
approval of this Audit Committee Charter, permissible non-audit services
include any professional services (including tax services), that are not
prohibited services as described below, provided to the Fund by the
independent auditors, other than those provided to the Fund in connection
with an audit or a review of the financial statements of the Fund.
Permissible non-audit services may not include: (i) bookkeeping or other
services related to the accounting records or financial statements of the
Fund; (ii) financial information systems design and implementation; (iii)
appraisal or valuation services, fairness opinions or contribution-in-kind
reports; (iv) actuarial services; (v) internal audit outsourcing services;
(vi) management functions or human resources; (vii) broker or dealer,
investment adviser or investment banking services; (viii) legal services
and expert services unrelated to the audit; and (ix) any other service the
Public Company Accounting Oversight Board determines, by regulation, is
impermissible.
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 by (a) the Fund, (b) the
Adviser and (c) any entity controlling, controlled by or under common
control with the Adviser that provides
Covered Service Providers if the engagement relates directly to the
operations and financial reporting of the Fund. In carrying out this
responsibility, the Committee shall seek periodically from the Adviser
and from the independent auditors a list of audit and permissible
non-audit services that can be expected to be rendered to the Fund,
the Adviser or any Covered Service Providers by the Fund's independent
auditors, and an estimate of the fees sought to be paid in connection
with such services. The Committee may delegate its responsibility to
approve any such audit and permissible non-audit services to a
sub-committee consisting of the Chairperson of the Committee (the
"Chairperson") and at least one other member of the Committee as the
Chairperson, from time to time, may determine and appoint, and such
sub-committee shall report to the Committee, at its next meeting after
the sub-committee's meeting, its decision(s). From year to year, and
at such other times as the Committee deems appropriate, the Committee
shall report to the Board whether this system of approval has been
effective and efficient or whether this Charter should be amended to
allow for pre-approval pursuant to such other policies and procedures
as the Committee shall approve, including the delegation of some or
all of the Committee's pre-approval responsibilities to other persons
(other than the Adviser or the Fund's officers).
4. Discuss with the independent auditors any disclosed relationships or
services that may diminish the objectivity and independence of the
independent auditors and, if so determined by the Committee, recommend
that the Board take appropriate action to ensure the independence of
the independent auditors.
5. Review, in consultation with the independent auditors, the proposed
scope of the Fund's audit each year, including the audit procedures to
be utilized in the review of the Fund's financial statements.
6. Inquire of the Adviser and the independent auditors as to significant
tax and accounting policies elected by the Fund (including matters
affecting qualification under Subchapter M of the Internal Revenue
Code).
7. Review with the independent auditors any problems or difficulties the
auditors may have encountered during the conduct of the audit,
including a discussion with the independent auditors of the matters
required to be discussed by Statement on Auditing Standards No. 61, or
any subsequent Statement, relating to the conduct of the audit.
8. Review, in consultation, as appropriate, with the independent auditors
and significant Fund service providers, matters relating to internal
controls over financial reporting and disclosure controls and
procedures of the Fund and of the Fund's significant service
providers.
9. Request, receive and/or review from the independent auditors such
other materials as deemed necessary or advisable by the Committee in
the exercise of its duties under this Charter; such materials may
include, without limitation, any other material written communications
bearing on the Fund's financial statements, or internal or disclosure
controls, between the independent auditors and the Fund, the Adviser
or other Fund service providers, such as any management letter or
schedule of unadjusted
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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
differences, and any comment or "deficiency" letter (to the extent
such letters relate to financial reporting) received from a regulatory
or self-regulatory organization addressed to the Fund or the Adviser
that relates to services rendered to the Fund.
10. For each closed-end Fund, establish procedures for the receipt,
retention and treatment of complaints that the Fund may receive
regarding Fund accounting, internal accounting controls or auditing
matters, including procedures for the confidential, anonymous
submission by Fund officers or employees or Fund service providers of
concerns regarding questionable accounting or auditing matters related
to the Fund.
11. For each closed-end Fund, consider and, if appropriate, recommend the
publication of the Fund's annual audited financial statements in the
Fund's annual report in advance of the printing and publication of the
annual report, based on its review and discussions of such annual
report with the independent auditors, the Fund's officers and the
Adviser.
12. For each closed-end Fund, prepare the report required to be prepared
by the Committee pursuant to the rules of the Securities and Exchange
Commission for inclusion in the Fund's annual Proxy Statement.
13. For each closed-end Fund, review and reassess the adequacy of this
Charter annually and recommend any proposed changes to the Charter to
the Board for approval.
The Committee shall have the resources and authority appropriate to
discharge its responsibilities, including the authority to retain, as it deems
necessary to carry out its duties, special counsel and other experts or
consultants at the expense of the Fund. The Fund shall provide appropriate
funding, as determined by the Committee, for the Committee to carry out its
duties and its responsibilities, including (a) for review of compensation to be
paid to, or paid to, or services to be provided by, or provided by, the Fund's
independent auditors or other public accounting firm providing audit, review or
attest services for the Fund, (b) for payment of compensation to any outside
legal, accounting or other advisors, counsel or consultants employed by the
Committee and (c) for the ordinary administrative expenses of the Committee. In
performing its duties, the Committee shall consult as it deems appropriate with
the members of the Board, officers and employees of the Fund, the Adviser, the
Fund's sub-adviser(s), if any, the Fund's counsel and the Fund's other service
providers.
COMPOSITION
The Committee shall be composed of each Board member who has been
determined not to be an "interested person," as that term is defined in Section
2(a)(19) of the Investment Company Act of 1940, as amended ("1940 Act"), of the
Fund (the "Independent Board Members"), or such lesser number as the Board of
the Fund may specifically determine and reflect in the Board's minutes, each of
whom shall be financially literate and at least one of whom shall have
accounting or related financial management expertise as determined by the
Fund's Board in its business judgment. Each member of the Committee must also
meet the independence and experience requirements as set forth in Section
303.01(B) of the New York Stock Exchange's Listed Company Manual or as set forth
in Section 121(a) of the American Stock Exchange's listing standards, as
applicable, and the independence requirements applicable to investment
companies set forth in Section 10A(m) of the Securities Exchange Act of 1934.
The Committee shall elect a Chairperson, who shall preside over Committee
meetings. The Chairperson shall serve for a term of three years, which term may
be renewed from time to time.
MEETINGS
The Committee shall meet on a regular basis, but not less frequently than
twice a year. Special meetings may also be held upon reasonable notice to the
members of the Committee. An agenda shall be established for each
3
meeting. The Committee may request any officer or employee of the Fund, the
Fund's counsel, the Adviser, the Fund's independent auditors or other
interested persons to attend a meeting of the Committee or to meet with any
members of, or consultants to, the Committee. The Committee will meet with the
Fund's independent auditors at least once a year outside the presence of the
Fund's and the Adviser's officers and employees. Meetings of the Committee may
be held in person, by telephone or by other appropriate means.
One-third of the Committee's members, but not fewer than two members,
shall constitute a quorum. At any meeting of the Committee, the decision of a
majority of the members present and voting shall be determinative as to any
matter submitted to a vote
REPORTING
The Chairperson shall report to the Board on the result of the Committee's
deliberations and make such recommendations as deemed appropriate.
LIMITS ON ROLE OF COMMITTEE
The function of the Committee is oversight. The Fund's management is
responsible for (i) the preparation, presentation and integrity of the Fund's
financial statements, (ii) the maintenance of appropriate accounting and
financial reporting principles and policies and (iii) the maintenance of
internal controls and procedures designed to assure compliance with accounting
standards and applicable laws and regulations. The independent auditors are
responsible for planning and carrying out proper audits and reviews. In
fulfilling their responsibilities hereunder, it is recognized that members of
the Committee are not employees of the Fund. As such, it is not the duty or
responsibility of the Committee or its members to conduct "field work" or other
types of auditing or accounting reviews or procedures or to set auditor
independence standards. Each member of the Committee shall be entitled to rely
on (i) the integrity of those persons and organizations within and outside the
Fund from which it receives information and (ii) the accuracy of the financial
and other information provided to the Committee by such persons and
organizations absent actual knowledge to the contrary (which shall be promptly
reported to the Fund's Board) and (iii) statements made by the officers and
employees of the Fund, the Adviser or other third parties as to any information
technology, internal audit and other non-audit services provided by the
independent auditors to the Fund. The designation of a person as an "audit
committee financial expert," within the meaning of the rules adopted and
implemented under Section 407 of the Sarbanes-Oxley Act of 2002, shall not
impose any greater responsibility or liability on that person than the
responsibility and liability imposed on such person as a member of the
Committee, nor does it decrease the duties and obligations of other Committee
members or the Board.
In carrying out its responsibilities, the Committee's policies and
procedures shall be adapted, as appropriate, in order to best react to a
changing environment
AMENDMENTS
This Charter may be amended by a vote of a majority of the Board members.
4
Appendix A
Salomon Brothers Series Funds Inc (SFS)
Salomon Brothers Institutional Series Funds Inc (ISFS)
Salomon Brothers Variable Series Funds Inc (VSFS)
Salomon Brothers Emerging Markets Floating Rate Fund Inc. (EFL) *
Salomon Brothers Emerging Markets Income Fund Inc. (EMD) *
Salomon Brothers Emerging Markets Income Fund II Inc. (EDF) *
Salomon Brothers Global High Income Fund Inc. (EHI) *
Salomon Brothers Global Partners Income Fund Inc. (GDF) *
Salomon Brothers High Income Fund Inc. (HIF) *
Salomon Brothers High Income Fund II Inc. (HIX) *
Salomon Brothers Municipal Partners Fund Inc. (MNP) *
Salomon Brothers Municipal Partners Fund II Inc. (MPT) *
Salomon Brothers Worldwide Income Fund Inc. (SBW) *
Salomon Brothers 2008 Worldwide Dollar Government Term Trust Inc. (SBG) *
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* Closed-end Funds. The duties and responsibilities of paragraphs 10, 11,
12 and 13 and any other provision applicable exclusively to closed-end
funds apply to these funds only.
ANNUAL MEETING OF STOCKHOLDERS OF
SALOMON BROTHERS EMERGING MARKETS INCOME FUND INC.
DECEMBER 11, 2003
Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.
| Please detach along perforated line and mail in the envelope provided. |
---------------------------------------------------------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [x]
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1. Election of Directors: 2. Any other business that may properly come before the Meeting.
NOMINEES: Please complete, sign and date the proxy and mail in accompanying
[ ] FOR ALL NOMINEES O Carol L. Colman postpaid envelope.
O Daniel Cronin
[ ] WITHHOLD AUTHORITY O William R. Hutchinson
FOR ALL NOMINEES O Dr. Riordan Roett
O Jeswald W. Salacuse
[ ] FOR ALL EXCEPT
(See instructions below)
INSTRUCTION: To withhold authority to vote for any individual
------------ nominee(s), mark "FOR ALL EXCEPT" and fill in the
circle next to each nominee you wish to withhold,
as shown here:
----------------------------------------------------------------
---------------------------------------------------------------- I will be attending the Meeting. [ ]
To change the address on your account, please check the box
at right and indicate your new address in the address space [ ]
above. Please note that changes to the registered name(s)
on the account may not be submitted via this method.
----------------------------------------------------------------
Signature of Stockholder [ ] Date: [ ] Signature of Stockholder [ ] Date: [ ]
NOTE: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign.
When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer
is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer
is a partnership, please sign in partnership name by authorized person.
--------------
PROOF # 2
--------------
SALOMON BROTHERS EMERGING MARKETS INCOME FUND INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints R. Jay Gerken, Lewis E. Daidone, and Robert
M.Nelson and each of them, attorneys and proxies for the undersigned, with full
power of substitution and revocation to represent the undersigned and to vote on
behalf of the undersigned all shares of Salomon Brothers Emerging Markets Income
Fund Inc. (the "Fund") which the undersigned is entitled to vote at the Annual
Meeting of Stockholders of the Fund to be held at Citigroup Center, 153 East
53rd Street, 14th Floor, New York, New York on Thursday, December 11, 2003, at
3:00 p.m., and at any adjournments thereof. The undersigned hereby acknowledges
receipt of the Notice of Meeting and accompanying Proxy Statement and hereby
instructs said attorneys and proxies to vote said shares as indicated hereon. In
their discretion, the proxies are authorized to vote upon such other business as
may properly come before the Meeting. A majority of the proxies present and
acting at the Meeting in person or by substitute (or, if only one shall be so
present, then that one) shall have and may exercise all of the power and
authority of said proxies hereunder. The undersigned hereby revokes any proxy
previously given.
THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE
STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION
OF THE NOMINEES AS DIRECTOR.
Please refer to the Proxy Statement for a discussion of the Proposal.
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)