UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM N-Q

 

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED
MANAGEMENT INVESTMENT COMPANY

 

Investment Company Act file number

811-07686

 

 

Western Asset Emerging Markets Income Fund Inc.

(Exact name of registrant as specified in charter)

 

55 Water Street, New York, NY

 

10041

(Address of principal executive offices)

 

(Zip code)

 

Robert I. Frenkel, Esq.

Legg Mason & Co., LLC

100 First Stamford Place

Stamford, CT 06902

(Name and address of agent for service)

 

Registrant’s telephone number, including area code:

1-888-777-0102

 

 

Date of fiscal year end:

May 31,

 

 

 

 

Date of reporting period:

August 31, 2009

 

 



 

ITEM 1.                  SCHEDULE OF INVESTMENTS

 



 

WESTERN ASSET EMERGING MARKETS

INCOME FUND INC.

 

FORM N-Q

AUGUST 31, 2009

 



 

Western Asset Emerging Markets Income Fund Inc.

 

Schedule of Investments (unaudited)

 

August 31, 2009

 

Face
Amount†

 

 

 

Security

 

Value

 

SOVEREIGN BONDS — 49.3%

 

 

 

Argentina — 3.0%

 

 

 

 

 

 

 

Republic of Argentina:

 

 

 

2,000,000

 

DEM

 

10.250% due 2/6/03 (a)

 

$

344,732

 

1,000,000

 

DEM

 

9.000% due 9/19/03 (a)

 

172,366

 

3,500,000

 

DEM

 

7.000% due 3/18/04 (a)

 

603,282

 

3,875,000

 

DEM

 

8.500% due 2/23/05 (a)

 

667,919

 

5,400,000

 

DEM

 

11.250% due 4/10/06 (a)

 

930,778

 

1,000,000

 

EUR

 

9.000% due 4/26/06 (a)

 

337,119

 

550,000

 

EUR

 

9.000% due 7/6/10 (a)

 

185,415

 

1,000,000

 

DEM

 

11.750% due 5/20/11 (a)

 

172,366

 

8,800,000

 

DEM

 

12.000% due 9/19/16 (a)

 

1,516,823

 

950,000

 

DEM

 

11.750% due 11/13/26 (a)

 

163,748

 

5,165,000

 

 

 

Bonds, 7.000% due 9/12/13

 

3,495,414

 

 

 

 

 

GDP Linked Securities:

 

 

 

3,195,000

 

 

 

1.330% due 12/15/35 (b)

 

168,057

 

3,800,000

 

EUR

 

1.985% due 12/15/35 (b)

 

239,857

 

20,189,523

 

ARS

 

2.458% due 12/15/35 (b)

 

261,362

 

 

 

 

 

Medium-Term Notes:

 

 

 

6,500,000,000

 

ITL

 

7.000% due 3/18/04 (a)

 

1,083,541

 

3,000,000,000

 

ITL

 

5.002% due 7/13/05 (a)

 

500,096

 

1,000,000

 

EUR

 

10.000% due 2/22/07 (a)

 

337,119

 

1,000,000,000

 

ITL

 

7.625% due 8/11/07 (a)

 

166,699

 

625,000

 

DEM

 

8.000% due 10/30/09 (a)

 

107,729

 

 

 

 

 

Total Argentina

 

11,454,422

 

Brazil — 5.2%

 

 

 

 

 

 

 

Brazil Nota do Tesouro Nacional:

 

 

 

13,377,000

 

BRL

 

10.000% due 7/1/10

 

7,184,896

 

19,737,000

 

BRL

 

10.000% due 1/1/12

 

10,275,741

 

 

 

 

 

Federative Republic of Brazil:

 

 

 

1,810,000

 

 

 

7.125% due 1/20/37

 

2,009,100

 

944

 

 

 

Collective Action Securities, Notes, 8.000% due 1/15/18

 

1,079

 

 

 

 

 

Total Brazil

 

19,470,816

 

Colombia — 3.6%

 

 

 

 

 

 

 

Republic of Colombia:

 

 

 

1,632,000

 

 

 

7.375% due 1/27/17

 

1,801,728

 

8,701,000

 

 

 

7.375% due 9/18/37

 

9,136,050

 

2,400,000

 

 

 

Senior Notes, 7.375% due 3/18/19

 

2,632,800

 

 

 

 

 

Total Colombia

 

13,570,578

 

Gabon — 0.6%

 

 

 

2,160,000

 

 

 

Gabonese Republic, 8.200% due 12/12/17 (c)

 

2,124,900

 

Indonesia — 1.9%

 

 

 

 

 

 

 

Republic of Indonesia:

 

 

 

10,904,000,000

 

IDR

 

10.250% due 7/15/22

 

1,046,049

 

21,720,000,000

 

IDR

 

11.000% due 9/15/25

 

2,129,872

 

21,034,000,000

 

IDR

 

10.250% due 7/15/27

 

1,914,361

 

25,039,000,000

 

IDR

 

Bonds, 9.750% due 5/15/37

 

2,093,862

 

 

 

 

 

Total Indonesia

 

7,184,144

 

Mexico — 4.4%

 

 

 

 

 

 

 

United Mexican States, Medium-Term Notes:

 

 

 

1,400,000

 

 

 

5.625% due 1/15/17

 

1,424,500

 

8,525,000

 

 

 

8.000% due 9/24/22

 

10,102,125

 

 

See Notes to Schedule of Investments.

 

1



 

Western Asset Emerging Markets Income Fund Inc.

 

Schedule of Investments (unaudited) (continued)

 

August 31, 2009

 

Face
Amount†

 

 

 

Security

 

Value

 

Mexico — 4.4% (continued)

 

 

 

5,334,000

 

 

 

6.050% due 1/11/40

 

$

5,027,295

 

 

 

 

 

Total Mexico

 

16,553,920

 

Panama — 4.3%

 

 

 

 

 

 

 

Republic of Panama:

 

 

 

1,664,000

 

 

 

7.250% due 3/15/15

 

1,853,696

 

2,283,000

 

 

 

9.375% due 4/1/29

 

2,933,655

 

11,050,000

 

 

 

6.700% due 1/26/36

 

11,298,625

 

 

 

 

 

Total Panama

 

16,085,976

 

Peru — 3.1%

 

 

 

 

 

 

 

Republic of Peru:

 

 

 

169,000

 

 

 

8.750% due 11/21/33

 

209,138

 

2,725,000

 

 

 

Bonds, 6.550% due 3/14/37

 

2,725,000

 

4,300,000

 

 

 

Global Bonds, 7.350% due 7/21/25

 

4,708,500

 

3,550,000

 

 

 

Global Senior Bonds, 8.375% due 5/3/16

 

4,171,250

 

 

 

 

 

Total Peru

 

11,813,888

 

Russia — 8.9%

 

 

 

 

 

 

 

Russian Federation:

 

 

 

110,000

 

 

 

11.000% due 7/24/18 (c)

 

152,361

 

617,000

 

 

 

12.750% due 6/24/28 (c)

 

935,433

 

31,514,880

 

 

 

7.500% due 3/31/30 (c)

 

32,617,901

 

 

 

 

 

Total Russia

 

33,705,695

 

Turkey — 8.0%

 

 

 

 

 

 

 

Republic of Turkey:

 

 

 

3,348,000

 

 

 

11.875% due 1/15/30

 

5,239,620

 

25,804,000

 

 

 

Notes, 6.875% due 3/17/36

 

24,868,605

 

100,000

 

 

 

Senior Notes, 7.500% due 7/14/17

 

109,000

 

 

 

 

 

Total Turkey

 

30,217,225

 

United Arab Emirates — 0.2%

 

 

 

860,000

 

 

 

MDC-GMTN B.V., Senior Notes, 5.750% due 5/6/14 (c)

 

898,327

 

Venezuela — 6.1%

 

 

 

 

 

 

 

Bolivarian Republic of Venezuela:

 

 

 

6,694,000

 

 

 

8.500% due 10/8/14

 

5,656,430

 

9,192,000

 

 

 

5.750% due 2/26/16 (c)

 

6,342,480

 

1,920,000

 

 

 

7.000% due 12/1/18 (c)

 

1,238,400

 

933,000

 

 

 

7.650% due 4/21/25

 

557,468

 

 

 

 

 

Collective Action Securities:

 

 

 

7,239,000

 

 

 

9.375% due 1/13/34

 

4,958,715

 

4,600,000

 

 

 

Notes, 10.750% due 9/19/13

 

4,416,000

 

 

 

 

 

Total Venezuela

 

23,169,493

 

 

 

 

 

TOTAL SOVEREIGN BONDS
(Cost — $188,843,126)

 

186,249,384

 

COLLATERALIZED SENIOR LOANS — 0.5%

 

 

 

United States — 0.5%

 

 

 

 

 

 

 

Ashmore Energy International:

 

 

 

248,796

 

 

 

Synthetic Revolving Credit Facility, 3.288% due 3/30/14 (b)

 

225,160

 

1,946,394

 

 

 

Term Loan, 3.598% due 3/30/14 (b)

 

1,761,487

 

 

 

 

 

TOTAL COLLATERALIZED SENIOR LOANS
(Cost — $2,086,080)

 

1,986,647

 

 

See Notes to Schedule of Investments.

 

2



 

Western Asset Emerging Markets Income Fund Inc.

 

Schedule of Investments (unaudited) (continued)

 

August 31, 2009

 

Face
Amount†

 

 

 

Security

 

Value

 

CORPORATE BONDS & NOTES — 41.0%

 

 

 

Brazil — 5.6%

 

 

 

 

 

 

 

Globo Communicacoes e Participacoes SA:

 

 

 

2,556,000

 

 

 

Bonds, 7.250% due 4/26/22 (c)

 

$

2,632,680

 

110,000

 

 

 

Senior Bonds, 7.250% due 4/26/22 (c)

 

113,300

 

 

 

 

 

GTL Trade Finance Inc.:

 

 

 

960,000

 

 

 

7.250% due 10/20/17 (c)

 

1,034,880

 

1,633,000

 

 

 

Senior Notes, 7.250% due 10/20/17 (c)

 

1,760,374

 

1,900,000

 

 

 

Odebrecht Finance Ltd., 7.500% due 10/18/17 (c)

 

1,914,250

 

 

 

 

 

Vale Overseas Ltd., Notes:

 

 

 

2,436,000

 

 

 

8.250% due 1/17/34

 

2,841,572

 

10,660,000

 

 

 

6.875% due 11/21/36

 

10,726,145

 

 

 

 

 

Total Brazil

 

21,023,201

 

Chile — 0.9%

 

 

 

2,894,000

 

 

 

Enersis SA, Notes, 7.375% due 1/15/14

 

3,196,180

 

China — 0.3%

 

 

 

1,040,000

 

 

 

Galaxy Entertainment Finance Co., Ltd., Senior Notes, 6.218% due 12/15/10 (b)(c)

 

1,014,000

 

Colombia — 0.5%

 

 

 

 

 

 

 

EEB International Ltd.:

 

 

 

720,000

 

 

 

8.750% due 10/31/14 (c)

 

770,400

 

1,120,000

 

 

 

Senior Bonds, 8.750% due 10/31/14 (c)

 

1,198,400

 

 

 

 

 

Total Colombia

 

1,968,800

 

India — 0.2%

 

 

 

 

 

 

 

ICICI Bank Ltd., Subordinated Bonds:

 

 

 

570,000

 

 

 

6.375% due 4/30/22 (b)(c)

 

449,795

 

454,000

 

 

 

6.375% due 4/30/22 (b)(c)

 

361,681

 

 

 

 

 

Total India

 

811,476

 

Ireland — 1.3%

 

 

 

5,017,000

 

 

 

VIP Finance Ireland Ltd. for OJSC Vimpel Communications, Loan Participation Notes, Secured Notes, 8.375% due 4/30/13 (c)

 

5,049,721

 

Kazakhstan — 1.8%

 

 

 

7,070,000

 

 

 

KazMunaiGaz Finance Sub B.V., Senior Notes, 8.375% due 7/2/13 (c)

 

6,934,324

 

Malaysia — 3.4%

 

 

 

12,910,000

 

 

 

Petronas Capital Ltd., 5.250% due 8/12/19 (c)

 

12,898,665

 

Mexico — 7.6%

 

 

 

3,160,000

 

 

 

America Movil SAB de CV, Senior Notes, 5.625% due 11/15/17

 

3,184,556

 

 

 

 

 

Axtel SAB de CV, Senior Notes:

 

 

 

230,000

 

 

 

11.000% due 12/15/13

 

238,050

 

8,540,000

 

 

 

7.625% due 2/1/17 (c)

 

7,750,050

 

2,156,000

 

 

 

7.625% due 2/1/17 (c)

 

1,951,180

 

1,910,000

 

 

 

Grupo Televisa SA, Senior Notes, 6.625% due 3/18/25

 

1,921,492

 

320,000

 

 

 

Kansas City Southern de Mexico, Senior Notes, 9.375% due 5/1/12

 

316,800

 

14,461,000

 

 

 

Pemex Project Funding Master Trust, Senior Bonds, 6.625% due 6/15/35

 

13,243,124

 

130,000

 

 

 

Petroleos Mexicanos, 8.000% due 5/3/19 (c)

 

146,900

 

 

 

 

 

Total Mexico

 

28,752,152

 

Russia — 11.8%

 

 

 

 

 

 

 

Evraz Group SA, Notes:

 

 

 

2,265,000

 

 

 

8.875% due 4/24/13 (c)

 

2,089,462

 

1,000,000

 

 

 

8.875% due 4/24/13 (c)

 

918,750

 

810,000

 

 

 

9.500% due 4/24/18 (c)

 

725,963

 

 

See Notes to Schedule of Investments.

 

3



 

Western Asset Emerging Markets Income Fund Inc.

 

Schedule of Investments (unaudited) (continued)

 

August 31, 2009

 

Face
Amount†

 

 

 

Security

 

Value

 

Russia — 11.8% (continued)

 

 

 

 

 

 

 

LUKOIL International Finance BV:

 

 

 

5,216,000

 

 

 

6.656% due 6/7/22 (c)

 

$

4,746,560

 

1,459,000

 

 

 

Notes, 6.356% due 6/7/17 (c)

 

1,378,755

 

 

 

 

 

RSHB Capital, Loan Participation Notes:

 

 

 

5,580,000

 

 

 

Notes, 9.000% due 6/11/14 (c)

 

5,956,092

 

 

 

 

 

Secured Notes:

 

 

 

3,414,000

 

 

 

7.175% due 5/16/13 (c)

 

3,422,535

 

6,890,000

 

 

 

7.125% due 1/14/14 (c)

 

6,924,450

 

3,750,000

 

 

 

7.125% due 1/14/14 (c)

 

3,752,250

 

 

 

 

 

Senior Secured Notes:

 

 

 

2,630,000

 

 

 

7.175% due 5/16/13 (c)

 

2,645,254

 

3,563,000

 

 

 

6.299% due 5/15/17 (c)

 

3,215,607

 

 

 

 

 

TNK-BP Finance SA:

 

 

 

2,387,000

 

 

 

6.625% due 3/20/17 (c)

 

2,130,397

 

218,000

 

 

 

7.875% due 3/13/18 (c)

 

206,828

 

 

 

 

 

Senior Notes:

 

 

 

2,105,000

 

 

 

7.500% due 3/13/13 (c)

 

2,120,787

 

2,110,000

 

 

 

7.500% due 7/18/16 (c)

 

2,015,050

 

720,000

 

 

 

7.500% due 7/18/16 (c)

 

680,400

 

310,000

 

 

 

7.875% due 3/13/18 (c)

 

292,950

 

657,000

 

 

 

UBS Luxembourg SA for OJSC Vimpel Communications, Loan Participation Notes, 8.250% due 5/23/16 (c)

 

632,363

 

750,000

 

 

 

Vimpel Communications, Loan Participation Notes, 8.375% due 4/30/13 (c)

 

750,900

 

 

 

 

 

Total Russia

 

44,605,353

 

Thailand — 2.4%

 

 

 

 

 

 

 

True Move Co., Ltd.:

 

 

 

430,000

 

 

 

10.750% due 12/16/13 (c)

 

405,275

 

3,070,000

 

 

 

10.375% due 8/1/14 (c)

 

2,809,050

 

6,200,000

 

 

 

Notes, 10.750% due 12/16/13 (c)

 

5,843,500

 

 

 

 

 

Total Thailand

 

9,057,825

 

Trinidad and Tobago — 0.5%

 

 

 

1,740,000

 

 

 

Petroleum Co. of Trinidad & Tobago Ltd., Senior Notes, 9.750% due 8/14/19 (c)

 

1,898,775

 

United Kingdom — 1.9%

 

 

 

56,805,000

 

RUB

 

HSBC Bank PLC, Credit-Linked Notes, (Russian Agricultural Bank), 8.900% due 12/20/10 (b)(c)

 

1,251,054

 

6,200,000

 

 

 

Vedanta Resources PLC, Senior Notes, 8.750% due 1/15/14 (c)

 

6,091,500

 

 

 

 

 

Total United Kingdom

 

7,342,554

 

United States — 2.8%

 

 

 

870,000

 

 

 

Celulosa Arauco y Constitucion SA, Senior Notes, 7.250% due 7/29/19 (c)

 

939,401

 

1,800,000

 

 

 

Centrais Eletricas Brasileiras SA, Senior Notes, 6.875% due 7/30/19 (c)

 

1,908,000

 

2,600,000

 

 

 

Ecopetrol SA, Notes, 7.625% due 7/23/19 (c)

 

2,785,380

 

1,790,000

 

 

 

Empresas Publicas de Medellin ESP, Senior Notes, 7.625% due 7/29/19 (c)

 

1,906,350

 

310,000

 

 

 

Freeport-McMoRan Copper & Gold Inc., Senior Notes, 8.375% due 4/1/17

 

323,627

 

2,640,000

 

 

 

Ras Laffan Liquefied Natural Gas Co., Ltd. III, Senior Secured Bonds, 5.500% due 9/30/14 (c)

 

2,745,064

 

 

 

 

 

Total United States

 

10,607,822

 

 

 

 

 

TOTAL CORPORATE BONDS & NOTES
(Cost — $151,414,779)

 

155,160,848

 

U.S. GOVERNMENT & AGENCY OBLIGATIONS — 0.8%

 

 

 

U.S. Government Agencies — 0.8%

 

 

 

900,000

 

 

 

Federal Home Loan Bank (FHLB), Bonds, 4.750% due 12/10/10

 

946,420

 

 

See Notes to Schedule of Investments.

 

4



 

Western Asset Emerging Markets Income Fund Inc.

 

Schedule of Investments (unaudited) (continued)

 

August 31, 2009

 

Face
Amount†

 

 

 

Security

 

Value

 

U.S. Government Agencies — 0.8% (continued)

 

 

 

2,100,000

 

 

 

Federal National Mortgage Association (FNMA), Notes, 2.875% due 10/12/10 (d)

 

$

2,154,140

 

 

 

 

 

TOTAL U.S. GOVERNMENT & AGENCY OBLIGATIONS
(Cost — $3,082,751)

 

3,100,560

 

 

 

 

 

 

 

 

 

Warrants

 

 

 

 

 

 

 

WARRANTS — 0.1%

 

 

 

11,500

 

 

 

Bolivarian Republic of Venezuela, Oil-linked payment obligations, Expires 4/15/20*

(Cost - $356,500)

 

293,250

 

 

 

 

 

TOTAL INVESTMENTS BEFORE SHORT-TERM INVESTMENTS

(Cost — $345,783,236)

 

346,790,689

 

 

 

 

 

 

 

 

 

Face
Amount†

 

 

 

 

 

 

 

SHORT-TERM INVESTMENTS — 6.3%

 

 

 

U.S. Government Agency — 0.2%

 

 

 

812,000

 

 

 

Federal National Mortgage Association (FNMA), Discount Notes, 0.401% due 1/25/10 (d)(e)(f)

(Cost - $810,683)

 

811,522

 

U.S. Government Obligation — 1.3%

 

 

 

5,000,000

 

 

 

U.S. Treasury Bills, 0.170% due 10/29/09 (e)
(Cost - $4,998,634)

 

4,998,635

 

Repurchase Agreement — 4.8%

 

 

 

17,986,000

 

 

 

Morgan Stanley tri-party repurchase agreement dated 8/31/09, 0.170% due 9/1/09; Proceeds at maturity - $17,986,085; (Fully collateralized by U.S. government agency obligation, 3.875% due 6/29/11; Market value - $18,466,581)

(Cost - $17,986,000)

 

17,986,000

 

 

 

 

 

TOTAL SHORT-TERM INVESTMENTS
(Cost — $23,795,317)

 

23,796,157

 

 

 

 

 

TOTAL INVESTMENTS — 98.0% (Cost — $369,578,553#)

 

370,586,846

 

 

 

 

 

Other Assets in Excess of Liabilities — 2.0%

 

7,686,898

 

 

 

 

 

TOTAL NET ASSETS — 100.0%

 

$

378,273,744

 

 

 

Face amount denominated in U.S. dollars, unless otherwise noted.

*

 

Non-income producing security.

(a)

 

The coupon payment on these securities is currently in default as of August 31, 2009.

(b)

 

Variable rate security. Interest rate disclosed is that which is in effect at August 31, 2009.

(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)

 

On September 7, 2008, the Federal Housing Finance Agency placed Fannie Mae and Freddie Mac into conservatorship.

(e)

 

Rate shown represents yield-to-maturity.

(f)

 

All or a portion of this security is held as collateral for open futures contracts.

#

 

Aggregate cost for federal income tax purposes is substantially the same.

 

 

 

 

 

Abbreviations used in this schedule:

 

 

ARS

-   Argentine Peso

 

 

BRL

-   Brazilian Real

 

 

DEM

-   German Mark

 

 

EUR

-   Euro

 

 

GDP

-   Gross Domestic Product

 

See Notes to Schedule of Investments.

 

5



 

Western Asset Emerging Markets Income Fund Inc.

 

Schedule of Investments (unaudited) (continued)

 

August 31, 2009

 

 

 

IDR

-   Indonesian Rupiah

 

 

ITL

-   Italian Lira

 

 

OJSC

-   Open Joint Stock Company

 

 

RUB

-   Russian Ruble

 

See Notes to Schedule of Investments.

 

6



 

Notes to Schedule of Investments (unaudited)

 

1. Organization and Significant Accounting Policies

 

Western Asset Emerging Markets Income Fund Inc. (the “Fund”) was incorporated in Maryland 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’s primary investment objective is to seek high current income. As a secondary objective, the Fund seeks capital appreciation. In pursuit of these objectives, the Fund under normal conditions invests at least 80% of its net assets, plus any borrowings for investment purposes, in debt securities of government and government related issuers located in emerging market countries (including participations in loans between governments and financial institutions), and of entities organized to restructure the outstanding debt of such issuers, and in debt securities of corporate issuers located in emerging market countries.

 

The following are significant accounting policies consistently followed by the Fund and are in conformity with U.S. generally accepted accounting principles (“GAAP”).

 

(a) Investment Valuation.  Debt securities are valued at the mean between the last quoted 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.  Publicly traded foreign government debt securities are typically traded internationally in the over-the-counter market, and are valued at the mean between the last quoted bid and asked prices as of the close of business of that market.  Equity securities for which market quotations are available are valued at the last reported sales price or official closing price on the primary market or exchange on which they trade.  Futures contracts are valued daily at the settlement price established by the board of trade or exchange on which they are traded.  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 securities 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 fair value.

 

The Fund has adopted Statement of Financial Accounting Standards No. 157 (“FAS 157”).  FAS 157 establishes a single definition of fair value, creates a three-tier hierarchy as a framework for measuring fair value based on inputs used to value the Fund’s investments, and requires additional disclosure about fair value.  The hierarchy of inputs is summarized below.

 

·                  Level 1 – quoted prices in active markets for identical investments

·                  Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

·                  Level 3 – significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

 

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

 

The Fund uses valuation techniques to measure fair value that are consistent with the market approach, income approach and/or cost approach, depending on the type of the security and the particular circumstance.

 

The following is a summary of the inputs used in valuing the Fund’s assets carried at fair value:

 

 

 

Quoted Prices

 

Other Significant
Observable Inputs

 

Significant
Unobservable
Inputs

 

 

 

Description

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

Total

 

Long-term investments †

 

 

$

346,790,689

 

 

$

346,790,689

 

Short-term investments †

 

 

$

23,796,157

 

 

$

23,796,157

 

Total investments

 

 

$

370,586,846

 

 

$

370,586,846

 

Other financial instruments:

 

 

 

 

 

 

 

 

 

Futures contracts

 

$

426,532

 

 

 

$

426,532

 

Interest rate swaps

 

 

$

(70,635

)

 

(70,635

)

Total other financial instruments

 

$

426,532

 

$

(70,635

)

 

$

355,897

 

Total

 

$

426,532

 

$

370,516,211

 

 

$

370,942,743

 

 

† See Schedule of Investments for additional detailed categorizations.

 

7



 

Notes to Schedule of Investments (unaudited) (continued)

 

(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 all times, 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 daily 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) 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, 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.

 

(d) Futures Contracts.  The Fund may use futures contracts to gain exposure to, or hedge against, changes in the value of equities, interest rates or foreign currencies. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.

 

Upon entering into a futures contract, the Fund is required to deposit with a broker cash or cash equivalents in an amount equal to a certain percentage of the contract amount. This is known as the ‘‘initial margin.’’ Subsequent payments (‘‘variation margin’’) are made or received by the Fund each day, depending on the daily fluctuation in the value of the contract. For certain futures including foreign denominated futures, variation margin is not settled daily, but is recorded as a net variation margin payable or receivable. Futures contracts are valued daily at the settlement price established by the board of trade or exchange on which they are traded. The daily changes in contract value are recorded as unrealized gains or losses and the Fund recognizes a realized gain or loss when the contract is closed.

 

Futures contracts involve, to varying degrees, risk of loss in excess of the amounts reflected in the financial statements. In addition, there is the risk that the Fund may not be able to enter into a closing transaction because of an illiquid secondary market.

 

(e) Swap Agreements. The Fund may invest in swaps for the purpose of managing their exposure to interest rate, credit or market risk, or for other purposes. The use of swaps involves risks that are different from those associated with ordinary portfolio transactions.

 

Interest Rate Swaps

The Fund may enter into interest rate swap contracts.  Interest rate swaps are agreements between two parties to exchange cash flows based on a notional principal amount. The Fund may elect to pay a fixed rate and receive a floating rate, or, receive a fixed rate and pay a floating rate on a notional principal amount. The net periodic payments received or paid on interest rate swap agreements are recognized as realized gains or losses. Interest rate swaps are marked to market daily based upon quotations from the market makers and the change, if any, is recorded as an unrealized gain or loss. A liquidation payment received or made at the termination of the swap is recognized as a realized gain or loss. The risks of interest rate swaps include changes in market conditions that will affect the value of the contract or changes in the present value of the future cash flow streams and the possible inability of the counterparty to fulfill its obligations under the agreement. The Fund’s maximum risk of loss from counterparty credit risk is the discounted net value of the cash flows to be received from the counterparty over the contract’s remaining life, to the extent that that amount is positive. This risk is mitigated by the posting of collateral by the counterparty to the Fund to cover the Fund’s exposure to the counterparty.

 

8



 

Notes to Schedule of Investments (unaudited) (continued)

 

Swap contracts are marked-to-market daily and changes in value are recorded as unrealized appreciation/(depreciation). Gains or losses are realized upon termination of the swap agreement. Periodic payments and premiums received or made by a Fund are recorded as realized gains or losses, respectively. Collateral, in the form of restricted cash or securities, may be required to be held in segregated accounts with the Fund’s custodian in compliance with the terms of the swap contracts. Securities held as collateral for swap contracts are identified in the Schedule of Investments. The risks include changes in the returns of the underlying instruments, failure of the counterparties to perform under the contracts’ terms, and the possible lack of liquidity with respect to the swap agreements.

 

As of August 31, 2009, the Brazil CETIP Interbank Deposit (CDI) rate was 8.62%.

 

(f) 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 risks. The Fund’s investment in securities rated below investment grade typically involves 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-U.S. dollar denominated securities may also result in foreign currency losses caused by devaluations and exchange rate fluctuations.

 

(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 at 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.

 

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) Security Transactions.  Security transactions are accounted for on a trade date basis.

 

2.  Investments

 

At August 31, 2009, the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were substantially as follows:

 

Gross unrealized appreciation

 

$

18,787,165

 

Gross unrealized depreciation

 

(17,778,872

)

Net unrealized appreciation

 

$

1,008,293

 

 

At August 31, 2009, the Fund had the following open futures contracts:

 

 

 

Number of

 

Expiration

 

Basis

 

Market

 

Unrealized

 

 

 

Contracts

 

Date

 

Value

 

Value

 

Gain

 

Contracts to Buy:

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury 10-Year Notes

 

353

 

12/09

 

$

40,951,687

 

$

41,378,219

 

$

426,532

 

 

At August 31, 2009, the Fund had the following open swap contracts:

 

9



 

Notes to Schedule of Investments (unaudited) (continued)

 

SWAP COUNTERPARTY

 

NOTIONAL
AMOUNT

 

TERMINATION
DATE

 

PERIODIC
PAYMENTS
MADE BY
THE FUND ‡

 

PERIODIC
PAYMENTS
RECEIVED
BY THE
FUND ‡

 

UPFRONT
PREMIUMS
PAID/
(RECEIVED)

 

UNREALIZED
DEPRECIATION

 

Interest Rate Swaps:

 

 

 

 

 

 

 

 

 

 

 

 

 

Credit Suisse First Boston Inc.

 

7,108,337

 

1/2/12

 

BRL-CDI

 

10.560%

 

 

$

(25,117

)*

Credit Suisse First Boston Inc.

 

10,798,227

 

1/2/12

 

BRL-CDI

 

10.510%

 

 

(45,518

)*

Net unrealized depreciation on open swap contracts

 

 

 

 

 

 

 

$

(70,635

)

 

† Notional amount denominated in U.S. dollars, unless otherwise noted.

‡  Percentage shown is an annual percentage rate.

* Security is valued in good faith at fair value by or under the direction of the Board of Directors (See Note 1).

 

3. Derivative Instruments and Hedging Activities

 

Financial Accounting Standards Board Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities,” requires enhanced disclosure about an entity’s derivative and hedging activities.

 

The following is a summary of the Fund’s derivative instruments categorized by risk exposure at August 31, 2009.

 

 

 

Futures Contracts

 

Swap Contracts

 

 

 

Primary Underlying
Risk Disclosure

 

Unrealized
Appreciation

 

Unrealized
Depreciation

 

Unrealized
Appreciation

 

Unrealized
Depreciation

 

Total

 

Interest Rate Contracts

 

$

426,532

 

 

 

$

(70,635

)

$

355,897

 

Other Contracts

 

 

 

 

 

 

Total

 

$

426,532

 

 

 

$

(70,635

)

$

355,897

 

 

10



 

ITEM 2.                                                  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 quarter that have materially affected, or are likely to materially affect the registrant’s internal control over financial reporting.

 

ITEM 3.                                                  EXHIBITS.

 

Certifications pursuant to Rule 30a-2(a) under the Investment Company Act of 1940, as amended, are attached hereto.

 



 

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, thereunto duly authorized.

 

 

Western Asset Emerging Markets Income Fund Inc.

 

 

 

 

 

 

 

 

By

/s/ R. Jay Gerken

 

 

 

R. Jay Gerken

 

 

 

Chief Executive Officer

 

 

 

 

 

 

 

 

Date:  October 26, 2009

 

 

 

 

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

 

 

 

 

 

Date:  October 26, 2009

 

 

 

 

 

 

 

 

By

/s/ Kaprel Ozsolak

 

 

 

Kaprel Ozsolak

 

 

 

Chief Financial Officer

 

 

 

 

 

 

 

 

Date:  October 26, 2009