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

811-7686

 

Western Asset Emerging Markets Income Fund Inc.

(Exact name of registrant as specified in charter)

 

620 Eighth Avenue, 49th floor, New York, NY

 

10018

(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:

(888) 777-0102

 

 

Date of fiscal year end:

May 31

 

 

Date of reporting period:

May 31, 2012

 

 



 

ITEM 1. REPORT TO STOCKHOLDERS.

 

The Annual Report to Stockholders is filed herewith.

 



 

May 31, 2012

 

 

 

Annual Report

 

 

Western Asset Emerging Markets Income Fund Inc.
(EMD)

 

 

 

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

 

 


 

 

II

 

Western Asset Emerging Markets Income Fund Inc.

 

 

 

Fund objectives

 

The Fund’s primary investment objective is to seek high current income. As a secondary objective, the Fund seeks capital appreciation.

 

What’s inside

 

Letter from the chairman

II

 

 

Investment commentary

III

 

 

Fund overview

1

 

 

Fund at a glance

7

 

 

Spread duration

8

 

 

Effective duration

9

 

 

Schedule of investments

10

 

 

Statement of assets and liabilities

17

 

 

Statement of operations

18

 

 

Statements of changes in net assets

19

 

 

Financial highlights

20

 

 

Notes to financial statements

21

 

 

Report of independent registered public accounting firm

34

 

 

Additional information

35

 

 

Annual chief executive officer and principal financial officer certifications

41

 

 

Other shareholder communications regarding accounting matters

42

 

 

Dividend reinvestment plan

43

 

 

Important tax information

47

 

Letter from the chairman

 

Dear Shareholder,

 

We are pleased to provide the annual report of Western Asset Emerging Markets Income Fund Inc. for the twelve-month reporting period ended May 31, 2012. Please read on for a detailed look at prevailing economic and market conditions during the Fund’s reporting period and to learn how those conditions have affected Fund performance.

 

As always, we remain committed to providing you with excellent service and a full spectrum of investment choices. We also remain committed to supplementing the support you receive from your financial advisor. One way we accomplish this is through our website, www.lmcef.com. Here you can gain immediate access to market and investment information, including:

 

·  Fund prices and performance,

 

·  Market insights and commentaries from our portfolio managers, and

 

·  A host of educational resources.

 

We look forward to helping you meet your financial goals.

 

Sincerely,

 

R. Jay Gerken, CFA

Chairman, President and Chief Executive Officer

 

June 29, 2012

 


 

 

 

Western Asset Emerging Markets Income Fund Inc.

 

III

 

Investment commentary

 

Economic review

 

The U.S. economy continued to grow over the twelve months ended May 31, 2012, albeit at an uneven pace. U.S. gross domestic product (“GDP”)i growth, as reported by the U.S. Department of Commerce, was 1.3% and 1.8% in the second and third quarters of 2011, respectively. The economy then gathered further momentum late in 2011, as the Commerce Department reported that fourth quarter GDP growth was 3.0% — the fastest pace since the second quarter of 2010. However, economic growth in the U.S. then moderated somewhat, as the Commerce Department reported that first quarter 2012 GDP growth was 1.9%.

 

Two factors constraining economic growth were the weak job market and continued troubles in the housing market. While there was some improvement during the reporting period, unemployment remained elevated. When the reporting period began, unemployment, as reported by the U.S. Department of Labor, was 9.0%. Unemployment stayed at or above 9.0% until October, when it dipped to 8.9%. Unemployment then declined during five out of the next six months and was 8.1% in April 2012, the lowest rate since January 2009. However, the unemployment rate then moved up to 8.2% in May 2012. The housing market showed some positive signs, although it still appears to be searching for a bottom. According to the National Association of Realtors (“NAR”), existing-home sales fluctuated throughout the period. Existing-home sales fell 1.5% on a seasonally adjusted basis in May 2012 versus the previous month. However, the NAR reported that the median existing-home price for all housing types was $182,600 in May 2012, up 7.9% from May 2011. In addition, the inventory of unsold homes fell 0.4% in May versus the previous month.

 

The manufacturing sector overcame a soft patch in the summer of 2011 and continued to expand during the reporting period. Looking back, based on the Institute for Supply Management’s PMI (“PMI”)ii, in February 2011, the manufacturing sector expanded at its fastest pace since May 2004, with a reading of 61.4 (a reading below 50 indicates a contraction, whereas a reading above 50 indicates an expansion). The PMI then generally moderated over the next several months and was 50.6 in August 2011, its lowest reading in two years. The manufacturing sector gathered momentum and ended January 2012 at 54.1, its highest reading since June 2011. The PMI then fluctuated over the last four months of the reporting period and was 53.5 in May 2012.

 

While the U.S. economy continued to expand during the reporting period, growth generally moderated overseas. In April 2012, the International Monetary Fund (“IMF”) stated that “global growth is projected to drop from about 4.0% in 2011 to about 3.5% in 2012 because of weak activity during the second half of 2011 and the first half of 2012.” The IMF now anticipates 2012 growth will be -0.3% in the Eurozone and 2.0% in Japan. While growth in emerging market countries is expected to remain higher than in their developed country counterparts, the IMF projects that growth will fall from approximately 5.8% in 2011 to 5.7% in 2012.

 

The Federal Reserve Board (“Fed”)iii took a number of actions as it sought to meet its dual mandate of fostering

 


 

 

IV

 

Western Asset Emerging Markets Income Fund Inc.

 

 

 

Investment commentary (cont’d)

 

maximum employment and price stability. As has been the case since December 2008, the Fed kept the federal funds rateiv at a historically low range between zero and 0.25%. In August 2011, the Fed declared its intention to keep the federal funds rate steady until mid-2013. Then, in September 2011, the Fed announced its intention to purchase $400 billion of longer-term Treasury securities and to sell an equal amount of shorter-term Treasury securities by June 2012 (often referred to as “Operation Twist”). In January 2012, the Fed extended the period it expects to keep rates on hold, saying “economic conditions — including low rates of resource utilization and a subdued outlook for inflation over the medium run — are likely to warrant exceptionally low levels for the federal funds rate at least through late 2014.” In June, after the reporting period ended, the Fed announced that it would extend Operation Twist until the end of 2012 and that it was “prepared to take further action as appropriate to promote a stronger economic recovery and sustained improvement in labor market conditions in a context of price stability.”

 

Given the economic challenges in the Eurozone, the European Central Bank (“ECB”) lowered interest rates from 1.50% to 1.25% in November 2011. In December, the ECB lowered interest rates to 1.00%, equaling its all-time low. In other developed countries, the Bank of England kept rates on hold at 0.50% during the reporting period, as did Japan at a range of zero to 0.10%, the lowest level since 2006. With growth rates declining, both China and India lowered their cash reserve ratio for banks during the period. In June, after the reporting period ended, China lowered interest rates in an attempt to stimulate its economy.

 

As always, thank you for your confidence in our stewardship of your assets.

 

Sincerely,

 

R. Jay Gerken, CFA

Chairman, President and
Chief Executive Officer

 

June 29, 2012

 

All investments are subject to risk including the possible loss of principal. Past performance is no guarantee of future results. Forecasts and predictions are inherently limited and should not be relied upon as an indication of actual or future performance.

 

i

Gross domestic product (“GDP”) is the market value of all final goods and services produced within a country in a given period of time.

ii

The Institute for Supply Management’s PMI is based on a survey of purchasing executives who buy the raw materials for manufacturing at more than 350 companies. It offers an early reading on the health of the manufacturing sector.

iii

The Federal Reserve Board (“Fed”) is responsible for the formulation of policies designed to promote economic growth, full employment, stable prices and a sustainable pattern of international trade and payments.

iv

The federal funds rate is the rate charged by one depository institution on an overnight sale of immediately available funds (balances at the Federal Reserve) to another depository institution; the rate may vary from depository institution to depository institution and from day to day.

 


 

 

 

Western Asset Emerging Markets Income Fund Inc. 2012 Annual Report

 

1

 

Fund overview

 

Q. What is the Fund’s investment strategy?

 

A. As a primary investment objective, the Fund seeks high current income. As a secondary objective, the Fund seeks capital appreciation. Under normal conditions, the Fund invests a minimum of 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, of entities organized to restructure outstanding debt of such issuers and in debt of corporate issuers located in emerging market countries. We believe attractive risk-adjusted returns can be achieved in the emerging market debt asset class through diligent country selection based on fundamental analysis, rigorous quantitative fixed-income analysis focusing on market inefficiencies among sectors and securities in each country and a focus on managing risk through active management.

 

The portfolio, which invests in government and corporate issuers of emerging market countries, is actively managed. A risk-aware approach that assimilates the top-down global economic views of Western Asset Management Company (“Western Asset”), the Fund’s subadviser, with analysts’ fundamental and relative value views regarding emerging market country opportunities is employed. In allocating among different countries, the following are some of the factors that are considered: currency regime, inflation and interest rate trends, growth rate forecasts, liquidity of markets for that country’s debt, fiscal policies, political outlook and tax environment. Individual securities that appear to be most undervalued and that offer attractive potential returns relative to the amount of credit, interest rate, liquidity and other risks presented by these securities are then selected. Independent fundamental analysis is used to evaluate the creditworthiness of corporate and governmental issuers.

 

At Western Asset, we utilize a fixed-income team approach, with decisions derived from interaction among various investment management sector specialists. The sector teams are comprised of Western Asset’s senior portfolio managers, research analysts and an in-house economist. Under this team approach, management of client fixed-income portfolios will reflect a consensus of interdisciplinary views within the Western Asset organization. The portfolio managers responsible for development of investment strategy, day-to-day portfolio management, oversight and coordination of the Fund are Stephen A. Walsh, Matthew C. Duda, Michael C. Buchanan and Keith J. Gardner.

 

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

 

A. The spread sectors (non-Treasuries) experienced periods of volatility during the reporting period, but ultimately generated positive results. Risk aversion generally ruled the markets from June through September 2011, given mostly disappointing economic data, the European sovereign debt crisis and the Standard & Poor’s (S&P) rating downgrade of U.S. sovereign debt. Most spread sectors then rallied in October given hopes of progress in Europe and some better-than-expected economic data. While risk aversion returned in November given an escalation of the European sovereign debt crisis, risk appetite returned in December and generally remained

 


 

 

2

 

Western Asset Emerging Markets Income Fund Inc. 2012 Annual Report

 

 

 

Fund overview (cont’d)

 

robust during the next three months. This shift in investor sentiment was triggered by indications that the U.S. economy was gathering momentum and signs of progress in the European sovereign debt crisis. However, fears that the economy may be experiencing a soft patch and contagion fears from Europe led to periods of heightened risk aversion late in the period.

 

Both short- and long-term Treasury yields moved lower during the reporting period. When the period began, two- and ten-year Treasury yields were 0.45% and 3.05%, respectively. Treasury yields initially moved higher and two- and ten-year Treasury yields peaked at 0.50% and 3.22%, respectively, on July 1, 2011. Yields then declined during much of the next two months due to disappointing economic data, and two-year Treasuries hit their low for the reporting period of 0.16% on September 19, 2011. Yields then moved higher during much of the next six months as the economy gained some traction and rising oil prices fanned inflationary concerns. However, yields moved sharply lower in April and May given some moderating economic data in the U.S. and renewed fears regarding the situation in Europe. When the reporting period ended on May 31, 2012, two-year Treasury yields were 0.27% and ten-year Treasury yields were 1.59% — a record low. The Barclays Capital U.S. Aggregate Indexi returned 7.12% for the twelve months ended May 31, 2012.

 

Despite several setbacks, the emerging market debt asset class posted strong results during the twelve months ended May 31, 2012, with the JPMorgan Emerging Markets Bond Index Global (“EMBI Global”)ii gaining 8.28%. There were a host of macro issues for investors to contend with during the reporting period, including the ongoing European sovereign debt crisis, Standard & Poor’s rating downgrade of U.S. sovereign debt, slowing global growth and fears of a hard landing for China’s economy. Despite these challenges and periods of heightened volatility, the EMBI Global performed well, rising nine of the twelve months covered by this report. Supporting emerging market debt prices were relatively solid economic growth in many emerging market countries and sovereign balance sheets that were often on solid footing, especially when compared to their developed country counterparts. While several periods of extreme risk aversion triggered investor flights to quality, most notably in September 2011 and May 2012, demand for emerging market debt was overall strong as investors looked to generate incremental yield in the low interest rate environment.

 

While emerging market debt, in aggregate, performed well during the reporting period, there were some notable differences in the returns of the three sub-sectors in the asset class. As discussed, U.S. dollar-denominated government debt, as represented by the EMBI Global, gained 8.28%. Elsewhere, emerging market corporate bonds, as measured by the JPMorgan Corporate Emerging Markets Bond Index Broadiii, returned 3.83% and local currency bonds, as measured by the JPMorgan GBI-EM Global Diversified Indexiv, lost 6.46% over the twelve months ended May 31, 2012.

 

Q. How did we respond to these changing market conditions?

 

A. A number of adjustments were made to the Fund’s portfolio during the

 


 

 

 

Western Asset Emerging Markets Income Fund Inc. 2012 Annual Report

 

3

 

 

fiscal year. We reduced our exposures to local currencies and emerging market corporate bonds, while increasing our allocation to cash. We also looked to increase the Fund’s overall credit quality by paring its exposure to securities with below investment grade ratings. From a country perspective, we somewhat reduced the Fund’s overweight exposure to Argentina and eliminated its allocation to Thailand. Elsewhere, we added to the Fund’s overweight exposures to Peru and Mexico. In terms of currencies, we eliminated the Fund’s exposures to the Polish zloty, while reducing its allocations to the euro and Russian ruble. In contrast, we increased the Fund’s exposure to the Mexican peso.

 

During the period, the Fund’s use of interest rate swaps to gain exposure to Brazil was modestly beneficial for performance. Currency forwards, which were utilized to managed the Fund currency exposures, were additive for results. Finally, we used Treasury futures to manage the Fund’s durationv. The use of these derivative instruments also contributed to performance.

 

Performance review

 

For the twelve months ended May 31, 2012, Western Asset Emerging Markets Income Fund Inc. returned 4.76% based on its net asset value (“NAV”)vi and 5.70% based on its New York Stock Exchange (“NYSE”) market price per share. The Fund’s unmanaged benchmark, the EMBI Global, returned 8.28% for the same period. The Lipper Emerging Markets Debt Closed-End Funds Category Averagevii returned 0.80% over the same time frame. Please note that Lipper performance returns are based on each fund’s NAV.

 

During the twelve-month period, the Fund made distributions to shareholders totaling $0.94 per share. The performance table shows the Fund’s twelve-month total return based on its NAV and market price as of May 31, 2012. Past performance is no guarantee of future results.

 

Performance Snapshot as of May 31, 2012

 

Price Per Share

 

12-Month
Total Return*

$14.79 (NAV)

 

4.76%†

$13.80 (Market Price)

 

5.70%‡

 

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 return assumes the reinvestment of all distributions at NAV.

 

‡ Total return assumes the reinvestment of all distributions in additional shares in accordance with the Fund’s Dividend Reinvestment Plan.

 

Q. What were the leading contributors to performance?

 

A. The largest contributor to the Fund’s relative performance during the reporting period was security selection. In particular, overweight positions in Brazilian metals and mining company Vale Overseas Ltd., Mexican telecommunications firm Grupo Televisa and Colombian energy company Ecopetrol benefited the Fund’s results. Vale Overseas is one of the world’s largest metals and mining companies, with diversified global operations in nickel, copper, potash and aluminum, in addition to being the largest iron ore producer in the world. Vale Overseas has solid credit metrics as it generates strong cash flows, has good liquidity

 


 

4

 

 

Western Asset Emerging Markets Income Fund Inc. 2012 Annual Report

 

 

 

Fund overview (cont’d)

 

and low leverage. The company’s bonds were upgraded by S&P to A- from BBB+. Grupo Televisa is a leader in Spanish language programming and is one of the largest media companies in Latin America with operations in programming, broadcasting, cable and pay television. The company has strong cash flows and maintains excellent liquidity and low leverage. Ecopetrol is Colombia’s largest company and its largest oil and gas producer with diversified operations in upstream and downstream operations. The company has strong growth prospects, as it is in the midst of a large strategic plan that has seen oil and gas production nearly double since 2007 and plans to reach one million barrels per day by 2015. Ecopetrol’s bonds were upgraded by Fitch from BB+ to BBB-. In all three cases, these bonds were supported by a market environment in which U.S. Treasuries generally rallied and higher rated companies with strong fundamentals performed relatively better.

 

Elsewhere, positioning in several countries was rewarded during the period, including underweight positions in European countries such as Hungary and Croatia, and South Africa, as well as an overweight position in Peru.

 

Q. What were the leading detractors from performance?

 

A. The largest detractor from relative performance during the reporting period was the Fund’s overweight exposure to local currencies, as they generally lagged the U.S. dollar. The largest drags on results were our overweights to the Brazilian real, Mexican peso and Indonesian rupiah.

 

Having overweight exposures to emerging market corporate bonds and local bonds were also negative for performance. In both cases, they lagged the benchmark during the reporting period.

 

While the Fund’s positioning in a number of countries was beneficial for results, country allocation, overall, detracted from performance. In particular, an overweight to Argentina was not rewarded, as it was the second worst performing country in the benchmark during the reporting period. Having underweight exposures to the Philippines and Uruguay were also negative for results as they both outperformed the benchmark.

 

Finally, several individual securities were negative for performance. In particular, overweight positions in Mexican telecommunication company Axtel, Argentinean energy firm Pan American Energy (“Paname”) and Russian metals and mining company Evraz Group detracted from results. Axtel is Mexico’s second largest fixed line, integrated telecommunication company, with services in local and long distance telephony, Internet, data and consulting services. Axtel was negatively impacted by the sharp decline in the Mexican peso, which weakened its credit metrics due to its U.S. dollar-denominated debt. It was also impacted by the competitive telecommunication landscape and a volatile market environment which led to a general sell-off in many lower rated bonds. In addition, Axtel’s bonds were downgraded by Moody’s to Caa2 from B3, by S&P to B- from B, and by Fitch to B+ from BB-. Paname is Argentina’s second largest exploration and production company in the country. It has a solid history of investment to expand production and reserves and a strong track record of servicing its

 


 

 

 

Western Asset Emerging Markets Income Fund Inc. 2012 Annual Report

 

5

 

 

debt through various sovereign crises over the past decade. The company is a 60/40 joint venture between BP and Bridas, the latter being an Argentine company that is 50% owned by Chinese exploration and production company CNOOC (China National Offshore Oil Corporation). Paname was negatively impacted by the expropriation of oil company YPF by the Argentine government. In addition, Paname’s bonds were downgraded by Moody’s to B1 from Ba3 after actions taken by the Argentine government to force oil, gas and mining companies to repatriate 100% of their export proceeds and convert them to Argentine pesos. Evraz Group is a vertically integrated, low cost steel producer based in Russia. It has operations in Russia, North America, the Ukraine and the Czech Republic. It is a top 20 global steel maker that is a leader in Russian and Commonwealth of Independent States (the term used to describe the countries that broke off after the Soviet Union dissolved) construction and railway products and a lead player in European and North American plate and large diameter pipe markets. Evraz Group was negatively impacted by weakness in steel prices and a volatile market environment which led to a general sell-off in many high yield bonds. Despite the difficult year, Evraz group’s bonds were upgraded by Moody’s to B1 from B2 and by Fitch to BB- from B+.

 

Looking for additional information?

 

The Fund is traded under the symbol “EMD” and its closing market price is available in most newspapers under the NYSE listings. The daily NAV is available on-line under the symbol “XEMDX” on most financial websites. Barron’s and the Wall Street Journal’s Monday edition both 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.lmcef.com.

 

In a continuing effort to provide information concerning the Fund, shareholders may call 1-888-777-0102 (toll free), Monday through Friday from 8:00 a.m. to 5:30 p.m. Eastern Time, for the Fund’s current NAV, market price and other information.

 

Thank you for your investment in Western Asset Emerging Markets Income Fund Inc. As always, we appreciate that you have chosen us to manage your assets and we remain focused on achieving the Fund’s investment goals.

 

Sincerely,

 

Western Asset Management Company

 

June 19, 2012

 

RISKS: Fixed-income securities are subject to credit risk, inflation risk, call risk and interest rate risk. As interest rates rise, bond prices fall, reducing the value of the Fund’s holdings. Foreign bonds are subject to certain risks of overseas investing including currency fluctuations and changes in political, regulatory and economic conditions, which could result in significant market fluctuations. These risks are magnified in emerging or developing markets. High-yield bonds are subject to additional risks such as increased risk of default and greater volatility because of the lower credit quality of the issues. The Fund may use derivatives, such as options and futures, which can be illiquid, may disproportionately increase losses, and have a potentially large impact on Fund performance. Leverage may magnify gains and increase losses in the Fund’s portfolio.

 


 

6

 

 

Western Asset Emerging Markets Income Fund Inc. 2012 Annual Report

 

 

 

Fund overview (cont’d)

 

Portfolio holdings and breakdowns are as of May 31, 2012 and are subject to change and may not be representative of the portfolio managers’ current or future investments. Please refer to pages 10 through 16 for a list and percentage breakdown of the Fund’s holdings.

 

The mention of sector breakdowns is for informational purposes only and should not be construed as a recommendation to purchase or sell any securities. The information provided regarding such sectors is not a sufficient basis upon which to make an investment decision. Investors seeking financial advice regarding the appropriateness of investing in any securities or investment strategies discussed should consult their financial professional. The Fund’s top five sector holdings (as a percentage of net assets) as of May 31, 2012 were: Sovereign Bonds (61.1%), Energy (17.3%), Materials (8.9%), Telecommunication Services (4.3%) and Utilities (2.3%). The Fund’s portfolio composition is subject to change at any time.

 

All investments are subject to risk including the possible loss of principal. Past performance is no guarantee of future results. All index performance reflects no deduction for fees, expenses or taxes. Please note that an investor cannot invest directly in an index.

 

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.

 

i

The Barclays Capital 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.

ii

The 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.

iii

The JPMorgan Corporate Emerging Markets Bond Index Broad (“CEMBI Broad”) tracks total returns for U.S. dollar-denominated debt instruments issued by corporate entities in emerging market countries.

iv

The JPMorgan Government Bond Index-Emerging Markets (GBI-EM) Indices are comprehensive Emerging Markets debt benchmarks that track local currency bonds issued by Emerging Market governments. The GBI-EM Global is positioned as the investable benchmark that includes only those countries that are accessible by most of the international investor base. The GBI-EM Global excludes countries with explicit capital controls, but does not factor in regulatory/tax hurdles in assessing eligibility. Diversified: The maximum weight to a country is capped at 10%.

v

Duration is the measure of the price sensitivity of a fixed-income security to an interest rate change of 100 basis points. Calculation is based on the weighted average of the present values for all cash flows.

vi

Net asset value (“NAV”) is calculated by subtracting total liabilities and outstanding preferred stock (if any) 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 the Fund’s market price as determined by supply of and demand for the Fund’s shares.

vii

Lipper, Inc., a wholly-owned subsidiary of Reuters, provides independent insight on global collective investments. Returns are based on the twelve-month period ended May 31, 2012, including the reinvestment of all distributions, including returns of capital, if any, calculated among the 9 funds in the Fund’s Lipper category.

 


 

 

 

Western Asset Emerging Markets Income Fund Inc. 2012 Annual Report

 

7

 

 

Fund at a glance (unaudited)

 

Investment breakdown (%) as a percent of total investments

 

 

      The bar graph above represents the composition of the Fund’s investments as of May 31, 2012 and May 31, 2011 and does not include derivatives, such as futures contracts, forward foreign currency contracts and swap contracts. The Fund is actively managed. As a result, the composition of the Fund’s investments is subject to change at any time.

 


 

8

 

 

Western Asset Emerging Markets Income Fund Inc. 2012 Annual Report

 

 

 

Spread duration (unaudited)

 

Economic Exposure — May 31, 2012

 

 

Spread duration measures the sensitivity to changes in spreads. The spread over Treasuries is the annual risk-premium demanded by investors to hold non-Treasury securities. Spread duration is quantified as the % change in price resulting from a 100 basis points change in spreads. For a security with positive spread duration, an increase in spreads would result in a price decline and a decline in spreads would result in a price increase. This chart highlights the market sector exposure of the Fund’s sectors relative to the selected benchmark sectors as of the end of the reporting period.

 


EM

— Emerging Markets

EMD

— Western Asset Emerging Markets Income Fund Inc.

EMBI Global

— JPMorgan Emerging Markets Bond Index Global

IG Credit

— Investment Grade Credit

 


 

 

 

Western Asset Emerging Markets Income Fund Inc. 2012 Annual Report

 

9

 

 

Effective duration (unaudited)

 

Interest Rate Exposure — May 31, 2012

 

 

Effective duration measures the sensitivity to changes in relevant interest rates. Effective duration is quantified as the % change in price resulting from a 100 basis points change in interest rates. For a security with positive effective duration, an increase in interest rates would result in a price decline and a decline in interest rates would result in a price increase. This chart highlights the interest rate exposure of the Fund’s sectors relative to the selected benchmark sectors as of the end of the reporting period.

 


EM

— Emerging Markets

EMD

— Western Asset Emerging Markets Income Fund Inc.

EMBI Global

— JPMorgan Emerging Markets Bond Index Global

IG Credit

— Investment Grade Credit

 


 

10

 

 

Western Asset Emerging Markets Income Fund Inc. 2012 Annual Report

 

 

 

Schedule of investments

May 31, 2012

 

Western Asset Emerging Markets Income Fund Inc.

 

Security

 

Rate

 

Maturity
Date

 

Face
Amount†

 

Value

 

Sovereign Bonds — 61.1%

 

 

 

 

 

 

 

 

 

Argentina — 2.4%

 

 

 

 

 

 

 

 

 

Republic of Argentina

 

7.820

%

12/31/33

 

3,500,474

EUR

$   2,164,169

(a)

Republic of Argentina, GDP Linked Securities

 

4.191

%

12/15/35

 

10,461,590

EUR

1,183,622

(a)(b)

Republic of Argentina, GDP Linked Securities, Senior Bonds

 

4.383

%

12/15/35

 

3,195,000

 

311,513

(a)(b)

Republic of Argentina, Senior Bonds

 

7.000

%

9/12/13

 

1,541,000

 

1,386,271

 

Republic of Argentina, Senior Bonds

 

7.000

%

10/3/15

 

2,007,000

 

1,502,603

 

Republic of Argentina, Senior Bonds

 

2.260

%

12/31/38

 

508,097

EUR

156,236

 

Republic of Argentina, Senior Notes

 

8.750

%

6/2/17

 

4,334,544

 

3,445,962

 

Total Argentina

 

 

 

 

 

 

 

10,150,376

 

Brazil — 6.0%

 

 

 

 

 

 

 

 

 

Brazil Nota do Tesouro Nacional, Notes

 

10.000

%

1/1/14

 

2,865,000

BRL

1,449,008

 

Brazil Nota do Tesouro Nacional, Notes

 

10.000

%

1/1/17

 

34,874,000

BRL

17,567,325

 

Federative Republic of Brazil

 

7.125

%

1/20/37

 

4,497,000

 

6,228,345

 

Federative Republic of Brazil, Collective Action Securities

 

8.000

%

1/15/18

 

667

 

783

 

Total Brazil

 

 

 

 

 

 

 

25,245,461

 

Chile — 1.5%

 

 

 

 

 

 

 

 

 

Banco del Estado de Chile, Senior Notes

 

4.125

%

10/7/20

 

1,080,000

 

1,121,953

(c)

Corporacion Nacional del Cobre de Chile, Senior Notes

 

3.750

%

11/4/20

 

1,190,000

 

1,245,655

(c)

Corporacion Nacional del Cobre de Chile, Senior Notes

 

3.875

%

11/3/21

 

1,970,000

 

2,077,154

(c)

Republic of Chile, Senior Notes

 

3.875

%

8/5/20

 

1,750,000

 

1,938,125

 

Total Chile

 

 

 

 

 

 

 

6,382,887

 

Colombia — 3.6%

 

 

 

 

 

 

 

 

 

Republic of Colombia

 

7.375

%

9/18/37

 

5,781,000

 

8,180,115

 

Republic of Colombia, Senior Bonds

 

6.125

%

1/18/41

 

760,000

 

944,300

 

Republic of Colombia, Senior Notes

 

7.375

%

3/18/19

 

4,926,000

 

6,317,595

 

Total Colombia

 

 

 

 

 

 

 

15,442,010

 

India — 0.2%

 

 

 

 

 

 

 

 

 

ICICI Bank Ltd., Junior Subordinated Bonds

 

6.375

%

4/30/22

 

454,000

 

412,005

(a)(c)

ICICI Bank Ltd., Subordinated Bonds

 

6.375

%

4/30/22

 

570,000

 

517,275

(a)(c)

Total India

 

 

 

 

 

 

 

929,280

 

Indonesia — 4.6%

 

 

 

 

 

 

 

 

 

Republic of Indonesia, Notes

 

5.250

%

1/17/42

 

7,140,000

 

7,095,375

(c)

Republic of Indonesia, Senior Bonds

 

6.875

%

1/17/18

 

420,000

 

488,250

(c)

Republic of Indonesia, Senior Bonds

 

10.250

%

7/15/22

 

10,904,000,000

IDR

1,460,518

 

Republic of Indonesia, Senior Bonds

 

11.000

%

9/15/25

 

21,720,000,000

IDR

3,115,755

 

Republic of Indonesia, Senior Bonds

 

10.250

%

7/15/27

 

21,034,000,000

IDR

2,885,175

 

 

See Notes to Financial Statements.

 


 

 

 

Western Asset Emerging Markets Income Fund Inc. 2012 Annual Report

 

11

 

 

Western Asset Emerging Markets Income Fund Inc.

 

Security

 

Rate

 

Maturity
Date

 

Face
Amount†

 

Value

 

Indonesia — continued

 

 

 

 

 

 

 

 

 

Republic of Indonesia, Senior Bonds

 

6.625

%

2/17/37

 

1,105,000

 

$   1,287,325

(c)

Republic of Indonesia, Senior Bonds

 

9.750

%

5/15/37

 

25,039,000,000

IDR

3,382,878

 

Total Indonesia

 

 

 

 

 

 

 

19,715,276

 

Malaysia — 1.7%

 

 

 

 

 

 

 

 

 

Government of Malaysia, Senior Bonds

 

3.835

%

8/12/15

 

21,410,000

MYR

6,885,795

 

Government of Malaysia, Senior Bonds

 

4.262

%

9/15/16

 

1,155,000

MYR

379,307

 

Total Malaysia

 

 

 

 

 

 

 

7,265,102

 

Mexico — 5.8%

 

 

 

 

 

 

 

 

 

Mexican Bonos, Bonds

 

8.000

%

6/11/20

 

173,986,000

MXN

13,890,970

 

Mexican Bonos, Bonds

 

8.500

%

11/18/38

 

46,670,000

MXN

3,644,089

 

United Mexican States, Bonds

 

10.000

%

12/5/24

 

19,610,000

MXN

1,807,134

 

United Mexican States, Medium-Term Notes

 

6.050

%

1/11/40

 

4,000

 

4,890

 

United Mexican States, Senior Notes

 

5.950

%

3/19/19

 

3,560,000

 

4,272,000

 

United Mexican States, Senior Notes

 

5.125

%

1/15/20

 

880,000

 

1,009,360

 

Total Mexico

 

 

 

 

 

 

 

24,628,443

 

Panama — 1.6%

 

 

 

 

 

 

 

 

 

Republic of Panama

 

9.375

%

4/1/29

 

1,603,000

 

2,572,815

 

Republic of Panama

 

6.700

%

1/26/36

 

3,239,000

 

4,202,602

 

Total Panama

 

 

 

 

 

 

 

6,775,417

 

Peru — 6.5%

 

 

 

 

 

 

 

 

 

Republic of Peru

 

8.750

%

11/21/33

 

7,805,000

 

12,370,925

 

Republic of Peru, Bonds

 

7.840

%

8/12/20

 

15,007,000

PEN

6,477,814

 

Republic of Peru, Bonds

 

6.550

%

3/14/37

 

1,080,000

 

1,409,400

 

Republic of Peru, Global Senior Bonds

 

7.350

%

7/21/25

 

4,300,000

 

5,923,250

 

Republic of Peru, Senior Bonds

 

5.625

%

11/18/50

 

1,000,000

 

1,155,000

 

Total Peru

 

 

 

 

 

 

 

27,336,389

 

Philippines — 0.4%

 

 

 

 

 

 

 

 

 

Republic of Philippines, Senior Bonds

 

5.500

%

3/30/26

 

1,550,000

 

1,786,375

 

Poland — 2.8%

 

 

 

 

 

 

 

 

 

Republic of Poland, Senior Notes

 

6.375

%

7/15/19

 

1,840,000

 

2,116,662

 

Republic of Poland, Senior Notes

 

5.125

%

4/21/21

 

3,910,000

 

4,149,683

 

Republic of Poland, Senior Notes

 

5.000

%

3/23/22

 

5,170,000

 

5,433,670

 

Total Poland

 

 

 

 

 

 

 

11,700,015

 

Russia — 6.8%

 

 

 

 

 

 

 

 

 

RSHB Capital, Loan Participation Notes, Senior Secured Bonds

 

6.299

%

5/15/17

 

1,073,000

 

1,129,472

(c)

RSHB Capital, Loan Participation Notes, Senior Secured Notes

 

9.000

%

6/11/14

 

1,000,000

 

1,101,450

(c)

Russian Federation

 

5.625

%

4/4/42

 

5,400,000

 

5,597,370

(c)

Russian Foreign Bond-Eurobond

 

11.000

%

7/24/18

 

110,000

 

153,182

(c)

 

See Notes to Financial Statements.

 


 

12

 

 

Western Asset Emerging Markets Income Fund Inc. 2012 Annual Report

 

 

 

Schedule of investments (cont’d)

May 31, 2012

 

Western Asset Emerging Markets Income Fund Inc.

 

Security

 

Rate

 

Maturity
Date

 

Face
Amount†

 

Value

 

Russia — continued

 

 

 

 

 

 

 

 

 

Russian Foreign Bond-Eurobond

 

12.750

%

6/24/28

 

617,000

 

$   1,088,388

(c)

Russian Foreign Bond-Eurobond, Senior Bonds

 

7.500

%

3/31/30

 

16,659,475

 

19,637,356

(c)

Total Russia

 

 

 

 

 

 

 

28,707,218

 

Sri Lanka — 0.4%

 

 

 

 

 

 

 

 

 

Sri Lanka Government International Bond, Senior Notes

 

6.250

%

7/27/21

 

1,580,000

 

1,555,482

(c)

Turkey — 7.7%

 

 

 

 

 

 

 

 

 

Republic of Turkey, Notes

 

6.750

%

5/30/40

 

2,750,000

 

3,007,813

 

Republic of Turkey, Senior Bonds

 

5.625

%

3/30/21

 

820,000

 

858,950

 

Republic of Turkey, Senior Bonds

 

11.875

%

1/15/30

 

3,348,000

 

5,640,041

 

Republic of Turkey, Senior Notes

 

7.500

%

7/14/17

 

100,000

 

114,500

 

Republic of Turkey, Senior Notes

 

6.875

%

3/17/36

 

20,890,000

 

23,057,337

 

Total Turkey

 

 

 

 

 

 

 

32,678,641

 

Venezuela — 9.1%

 

 

 

 

 

 

 

 

 

Bolivarian Republic of Venezuela

 

5.750

%

2/26/16

 

15,166,000

 

13,042,760

(c)

Bolivarian Republic of Venezuela

 

7.000

%

12/1/18

 

1,920,000

 

1,440,000

(c)

Bolivarian Republic of Venezuela

 

7.650

%

4/21/25

 

933,000

 

615,780

 

Bolivarian Republic of Venezuela, Collective Action Securities, Global Senior Bonds

 

9.375

%

1/13/34

 

7,239,000

 

5,338,762

 

Bolivarian Republic of Venezuela, Collective Action Securities, Notes

 

10.750

%

9/19/13

 

3,800,000

 

3,914,000

 

Bolivarian Republic of Venezuela, Global Senior Bonds

 

8.500

%

10/8/14

 

6,694,000

 

6,593,590

 

Bolivarian Republic of Venezuela, Senior Bonds

 

9.250

%

9/15/27

 

2,700,000

 

2,065,500

 

Bolivarian Republic of Venezuela, Senior Notes

 

7.750

%

10/13/19

 

7,280,000

 

5,478,200

(c)

Total Venezuela

 

 

 

 

 

 

 

38,488,592

 

Total Sovereign Bonds (Cost — $243,854,321)

 

 

 

 

 

 

 

258,786,964

 

Corporate Bonds & Notes — 35.5%

 

 

 

 

 

 

 

 

 

Consumer Discretionary — 1.1%

 

 

 

 

 

 

 

 

 

Media — 1.1%

 

 

 

 

 

 

 

 

 

Grupo Televisa SA, Senior Bonds

 

6.625

%

1/15/40

 

3,910,000

 

4,716,993

 

Consumer Staples — 0.2%

 

 

 

 

 

 

 

 

 

Personal Products — 0.2%

 

 

 

 

 

 

 

 

 

Hypermarcas SA, Notes

 

6.500

%

4/20/21

 

1,040,000

 

967,200

(c)

Energy — 17.3%

 

 

 

 

 

 

 

 

 

Oil, Gas & Consumable Fuels — 17.3%

 

 

 

 

 

 

 

 

 

Dolphin Energy Ltd., Senior Secured Bonds

 

5.888

%

6/15/19

 

2,419,123

 

2,633,820

(c)

Ecopetrol SA, Senior Notes

 

7.625

%

7/23/19

 

2,600,000

 

3,224,000

 

KazMunayGas Finance Sub BV, Senior Notes

 

8.375

%

7/2/13

 

5,390,000

 

5,657,991

(c)

KazMunayGas Finance Sub BV, Senior Notes

 

8.375

%

7/2/13

 

910,000

 

955,245

(c)

 

See Notes to Financial Statements.

 


 

 

 

Western Asset Emerging Markets Income Fund Inc. 2012 Annual Report

 

13

 

 

Western Asset Emerging Markets Income Fund Inc.

 

Security

 

Rate

 

Maturity
Date

 

Face
Amount†

 

Value

 

Oil, Gas & Consumable Fuels — continued

 

 

 

 

 

 

 

 

 

LUKOIL International Finance BV, Bonds

 

6.656

%

6/7/22

 

4,339,000

 

$   4,703,346

(c)

Novatek Finance Ltd., Notes

 

6.604

%

2/3/21

 

1,800,000

 

1,925,568

(c)

Pacific Rubiales Energy Corp., Senior Notes

 

7.250

%

12/12/21

 

2,050,000

 

2,203,750

(c)

Pan American Energy LLC, Senior Notes

 

7.875

%

5/7/21

 

1,860,000

 

1,622,850

(c)

Pan American Energy LLC, Senior Notes

 

7.875

%

5/7/21

 

974,000

 

849,815

(c)

Pemex Project Funding Master Trust, Senior Bonds

 

6.625

%

6/15/35

 

6,176,000

 

7,086,960

 

Petrobras International Finance Co., Senior Notes

 

5.375

%

1/27/21

 

1,990,000

 

2,133,674

 

Petrobras International Finance Co., Senior Notes

 

6.875

%

1/20/40

 

3,710,000

 

4,368,696

 

Petrobras International Finance Co., Senior Notes

 

6.750

%

1/27/41

 

1,560,000

 

1,805,627

 

Petroleos Mexicanos, Notes

 

8.000

%

5/3/19

 

130,000

 

162,500

 

Petroleos Mexicanos, Senior Notes

 

5.500

%

1/21/21

 

9,100,000

 

10,055,500

 

Petroleum Co. of Trinidad & Tobago Ltd., Senior Notes

 

9.750

%

8/14/19

 

1,740,000

 

2,144,550

(c)

Petronas Capital Ltd.

 

5.250

%

8/12/19

 

5,560,000

 

6,398,581

(c)

Petronas Capital Ltd., Senior Notes

 

5.250

%

8/12/19

 

1,448,000

 

1,666,393

(c)

PT Pertamina Persero, Notes

 

5.250

%

5/23/21

 

2,280,000

 

2,268,600

(c)

PT Pertamina Persero, Senior Notes

 

4.875

%

5/3/22

 

1,860,000

 

1,790,250

(c)

Ras Laffan Liquefied Natural Gas Co., Ltd. III, Senior Secured Bonds

 

6.750

%

9/30/19

 

2,429,000

 

2,878,365

(c)

Reliance Holdings USA Inc., Senior Notes

 

4.500

%

10/19/20

 

2,220,000

 

2,074,637

(c)

TNK-BP Finance SA

 

6.625

%

3/20/17

 

1,417,000

 

1,532,202

(c)

TNK-BP Finance SA, Senior Notes

 

7.500

%

7/18/16

 

2,830,000

 

3,136,121

(c)

Total Energy

 

 

 

 

 

 

 

73,279,041

 

Industrials — 1.4%

 

 

 

 

 

 

 

 

 

Building Products — 0.2%

 

 

 

 

 

 

 

 

 

Rearden G Holdings EINS GmbH, Senior Notes

 

7.875

%

3/30/20

 

810,000

 

826,200

(c)

Construction & Engineering — 0.8%

 

 

 

 

 

 

 

 

 

Odebrecht Finance Ltd., Senior Notes

 

7.000

%

4/21/20

 

2,440,000

 

2,671,800

(c)

Odebrecht Finance Ltd., Senior Notes

 

6.000

%

4/5/23

 

700,000

 

726,250

(c)

Total Construction & Engineering

 

 

 

 

 

 

 

3,398,050

 

Industrial Conglomerates — 0.4%

 

 

 

 

 

 

 

 

 

Sinochem Overseas Capital Co., Ltd., Senior Notes

 

4.500

%

11/12/20

 

1,765,000

 

1,763,997

(c)

Total Industrials

 

 

 

 

 

 

 

5,988,247

 

Materials — 8.9%

 

 

 

 

 

 

 

 

 

Chemicals — 0.4%

 

 

 

 

 

 

 

 

 

Braskem Finance Ltd., Senior Notes

 

7.000

%

5/7/20

 

1,712,000

 

1,848,960

(c)

 

See Notes to Financial Statements.

 


 

14

 

 

Western Asset Emerging Markets Income Fund Inc. 2012 Annual Report

 

 

 

Schedule of investments (cont’d)

May 31, 2012

 

Western Asset Emerging Markets Income Fund Inc.

 

Security

 

Rate

 

Maturity
Date

 

Face
Amount†

 

Value

 

Containers & Packaging — 0.5%

 

 

 

 

 

 

 

 

 

Suzano Trading Ltd., Senior Notes

 

5.875

%

1/23/21

 

2,260,000

 

$   2,096,150

(c)

Metals & Mining — 6.9%

 

 

 

 

 

 

 

 

 

CSN Resources SA, Senior Bonds

 

6.500

%

7/21/20

 

1,020,000

 

1,091,400

(c)

CSN Resources SA, Senior Bonds

 

6.500

%

7/21/20

 

998,000

 

1,067,860

(c)

Evraz Group SA, Notes

 

8.250

%

11/10/15

 

500,000

 

524,815

(c)

Evraz Group SA, Notes

 

9.500

%

4/24/18

 

810,000

 

851,715

(c)

Evraz Group SA, Notes

 

6.750

%

4/27/18

 

4,755,000

 

4,404,319

(c)

Evraz Group SA, Senior Notes

 

9.500

%

4/24/18

 

1,180,000

 

1,240,770

(c)

Southern Copper Corp., Senior Notes

 

5.375

%

4/16/20

 

800,000

 

882,681

 

Southern Copper Corp., Senior Notes

 

6.750

%

4/16/40

 

3,160,000

 

3,331,253

 

Vale Overseas Ltd., Notes

 

8.250

%

1/17/34

 

5,756,000

 

7,439,026

 

Vale Overseas Ltd., Notes

 

6.875

%

11/21/36

 

3,349,000

 

3,848,915

 

Vedanta Resources PLC, Senior Notes

 

8.750

%

1/15/14

 

2,752,000

 

2,827,680

(c)

Vedanta Resources PLC, Senior Notes

 

6.750

%

6/7/16

 

1,630,000

 

1,499,600

(c)

Vedanta Resources PLC, Senior Notes

 

9.500

%

7/18/18

 

360,000

 

347,400

(c)

Total Metals & Mining

 

 

 

 

 

 

 

29,357,434

 

Paper & Forest Products — 1.1%

 

 

 

 

 

 

 

 

 

Celulosa Arauco y Constitucion SA, Senior Notes

 

7.250

%

7/29/19

 

352,000

 

419,451

 

Celulosa Arauco y Constitucion SA, Senior Notes

 

4.750

%

1/11/22

 

625,000

 

637,247

(c)

Empresas CMPC SA, Notes

 

4.750

%

1/19/18

 

1,020,000

 

1,066,360

(c)

Fibria Overseas Finance Ltd., Senior Notes

 

7.500

%

5/4/20

 

950,000

 

959,500

(c)

Fibria Overseas Finance Ltd., Senior Notes

 

6.750

%

3/3/21

 

610,000

 

593,225

(c)

Inversiones CMPC SA, Senior Notes

 

4.500

%

4/25/22

 

790,000

 

792,044

(c)

Total Paper & Forest Products

 

 

 

 

 

 

 

4,467,827

 

Total Materials

 

 

 

 

 

 

 

37,770,371

 

Telecommunication Services — 4.3%

 

 

 

 

 

 

 

 

 

Diversified Telecommunication Services — 3.7%

 

 

 

 

 

 

 

 

 

Axtel SAB de CV, Senior Notes

 

7.625

%

2/1/17

 

8,240,000

 

5,438,400

(c)

Axtel SAB de CV, Senior Notes

 

7.625

%

2/1/17

 

386,000

 

254,760

(c)

Axtel SAB de CV, Senior Notes

 

9.000

%

9/22/19

 

1,693,000

 

1,117,380

(c)

Qtel International Finance Ltd., Senior Notes

 

4.750

%

2/16/21

 

910,000

 

951,860

(c)

Telemar Norte Leste SA, Senior Notes

 

5.500

%

10/23/20

 

1,600,000

 

1,584,000

(c)

UBS Luxembourg SA for OJSC Vimpel Communications, Loan Participation Notes

 

8.250

%

5/23/16

 

297,000

 

306,079

(c)

Vimpel Communications, Loan Participation Notes

 

8.375

%

4/30/13

 

750,000

 

780,968

(c)

VIP Finance Ireland Ltd. for OJSC Vimpel Communications, Loan Participation Notes, Secured Notes

 

8.375

%

4/30/13

 

5,017,000

 

5,224,152

(c)

Total Diversified Telecommunication Services

 

 

 

 

 

 

 

15,657,599

 

 

See Notes to Financial Statements.

 


 

 

 

Western Asset Emerging Markets Income Fund Inc. 2012 Annual Report

 

15

 

Western Asset Emerging Markets Income Fund Inc.

 

Security

 

Rate

 

Maturity
Date

 

Face
Amount†

 

Value

 

Wireless Telecommunication Services — 0.6%

 

 

 

 

 

 

 

 

 

Indosat Palapa Co. BV, Senior Notes

 

7.375

%

7/29/20

 

1,270,000

 

$     1,384,300

(c)

Oi S.A., Senior Notes

 

5.750

%

2/10/22

 

1,030,000

 

1,009,400

(c)

Total Wireless Telecommunication Services

 

 

 

 

 

 

 

2,393,700

 

Total Telecommunication Services

 

 

 

 

 

 

 

18,051,299

 

Utilities — 2.3%

 

 

 

 

 

 

 

 

 

Electric Utilities — 0.6%

 

 

 

 

 

 

 

 

 

Centrais Eletricas Brasileiras SA, Senior Notes

 

6.875

%

7/30/19

 

385,000

 

441,306

(c)

Majapahit Holding BV, Senior Notes

 

7.750

%

1/20/20

 

1,970,000

 

2,255,650

(c)

Total Electric Utilities

 

 

 

 

 

 

 

2,696,956

 

Gas Utilities — 0.7%

 

 

 

 

 

 

 

 

 

Empresa de Energia de Bogota SA, Senior Notes

 

6.125

%

11/10/21

 

1,550,000

 

1,608,125

(c)

Transportadora de Gas Internacional SA ESP, Senior Notes

 

5.700

%

3/20/22

 

1,270,000

 

1,301,750

(c)

Total Gas Utilities

 

 

 

 

 

 

 

2,909,875

 

Independent Power Producers & Energy Traders — 0.7%

 

 

 

 

 

 

 

 

 

AES Gener SA, Notes

 

5.250

%

8/15/21

 

1,000,000

 

1,054,748

(c)

Colbun SA, Senior Notes

 

6.000

%

1/21/20

 

1,660,000

 

1,774,555

(c)

Total Independent Power Producers & Energy Traders

 

 

 

 

 

 

 

2,829,303

 

Multi-Utilities — 0.3%

 

 

 

 

 

 

 

 

 

Empresas Publicas de Medellin ESP, Senior Notes

 

7.625

%

7/29/19

 

870,000

 

1,042,695

(c)

Total Utilities

 

 

 

 

 

 

 

9,478,829

 

Total Corporate Bonds & Notes (Cost — $143,185,099)

 

 

 

 

 

 

 

150,251,980

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expiration
Date

 

Warrants

 

 

 

Warrants — 0.1%

 

 

 

 

 

 

 

 

 

Bolivarian Republic of Venezuela, Oil-linked payment obligations (Cost — $356,500)

 

 

 

4/15/20

 

11,500

 

317,688

 

Total Investments — 96.7% (Cost — $387,395,920#)

 

 

 

 

 

 

 

409,356,632

 

Other Assets in Excess of Liabilities — 3.3%

 

 

 

 

 

 

 

13,932,941

 

Total Net Assets — 100.0%

 

 

 

 

 

 

 

$423,289,573

 

 

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

 

(a)     Variable rate security. Interest rate disclosed is as of the most recent information available.

 

(b)    The security’s interest income payments are contingent upon the performance of Argentina’s GDP. There are no principal payments over the life of the security or upon the expiration of the security.

 

(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.

 

#            Aggregate cost for federal income tax purposes is $389,155,125.

 

See Notes to Financial Statements.

 


 

16

 

 

Western Asset Emerging Markets Income Fund Inc. 2012 Annual Report

 

 

 

Schedule of investments (cont’d)

May 31, 2012

 

Western Asset Emerging Markets Income Fund Inc.

 

Abbreviations used in this schedule:

 

BRL

— Brazilian Real

EUR

— Euro

GDP

— Gross Domestic Product

IDR

— Indonesian Rupiah

MXN

— Mexican Peso

MYR

— Malaysian Ringgit

OJSC

— Open Joint Stock Company

PEN

— Peruvian Nuevo Sol

 

Summary of Investments by Country ** (unaudited)

 

Brazil

 

14.8

%

Mexico

 

14.1

 

Russia

 

13.0

 

Venezuela

 

9.5

 

Turkey

 

8.0

 

Indonesia

 

6.7

 

Peru

 

6.7

 

Colombia

 

6.1

 

Malaysia

 

3.7

 

Argentina

 

3.1

 

Chile

 

3.0

 

Poland

 

2.9

 

India

 

1.9

 

Panama

 

1.7

 

Kazakhstan

 

1.6

 

Qatar

 

0.9

 

United Arab Emirates

 

0.6

 

Trinidad and Tobago

 

0.5

 

Philippines

 

0.4

 

China

 

0.4

 

Sri Lanka

 

0.4

 

 

 

100.0

%

 

**  As a percentage of total investments. Please note that Fund holdings are as of May 31, 2012 and are subject to change.

 

See Notes to Financial Statements.

 


 

 

 

Western Asset Emerging Markets Income Fund Inc. 2012 Annual Report

 

17

 

 

Statement of assets and liabilities

May 31, 2012

 

Assets:

 

 

 

Investments, at value (Cost — $387,395,920)

 

$409,356,632

 

Foreign currency, at value (Cost — $805,962)

 

780,490

 

Cash

 

5,893,470

 

Interest receivable

 

7,570,494

 

Unrealized appreciation on forward foreign currency contracts

 

395,361

 

Prepaid expenses

 

21,306

 

Total Assets

 

424,017,753

 

 

 

 

 

Liabilities:

 

 

 

Investment management fee payable

 

385,678

 

Accrued foreign capital gains tax

 

147,275

 

Unrealized depreciation on forward foreign currency contracts

 

32,851

 

Accrued expenses

 

162,376

 

Total Liabilities

 

728,180

 

Total Net Assets

 

$423,289,573

 

 

 

 

 

Net Assets:

 

 

 

Par value ($0.001 par value; 28,613,964 shares issued and outstanding; 100,000,000 shares authorized)

 

$         28,614

 

Paid-in capital in excess of par value

 

388,053,577

 

Undistributed net investment income

 

12,005,771

 

Accumulated net realized gain on investments, futures contracts, swap contracts and foreign currency transactions

 

1,206,333

 

Net unrealized appreciation on investments and foreign currencies

 

21,995,278

 

Total Net Assets

 

$423,289,573

 

 

 

 

 

Shares Outstanding

 

28,613,964

 

 

 

 

 

Net Asset Value

 

$14.79

 

 

See Notes to Financial Statements.

 


 

18

 

 

Western Asset Emerging Markets Income Fund Inc. 2012 Annual Report

 

 

 

Statement of operations

For the Year Ended May 31, 2012

 

Investment Income:

 

 

 

Interest

 

$  30,144,147

 

Dividends

 

69,000

 

Less: Foreign taxes withheld

 

(121,362)

 

Total Investment Income

 

30,091,785

 

 

 

 

 

Expenses:

 

 

 

Investment management fee (Note 2)

 

4,492,284

 

Commitment fees (Note 5)

 

206,556

 

Excise tax (Note 1)

 

148,822

 

Custody fees

 

138,135

 

Audit and tax

 

74,800

 

Directors’ fees

 

64,145

 

Transfer agent fees

 

64,037

 

Fund accounting fees

 

42,352

 

Shareholder reports

 

30,857

 

Legal fees

 

22,308

 

Stock exchange listing fees

 

22,151

 

Insurance

 

9,502

 

Miscellaneous expenses

 

9,176

 

Total Expenses

 

5,325,125

 

Net Investment Income

 

24,766,660

 

 

 

 

 

Realized and Unrealized Gain (Loss) on Investments, Futures Contracts, Swap Contracts and Foreign Currency Transactions (Notes 1, 3 and 4):

 

 

 

Net Realized Gain From:

 

 

 

Investment transactions

 

3,810,755

 

Futures contracts

 

1,526,192

 

Swap contracts

 

75,158

 

Foreign currency transactions

 

1,932,974

 

Net Realized Gain

 

7,345,079

 

Change in Net Unrealized Appreciation (Depreciation) From:

 

 

 

Investments

 

(12,204,832)

 

Futures contracts

 

(156,895)

 

Swap contracts

 

(24,147)

 

Foreign currencies

 

81,156

 

Change in Net Unrealized Appreciation (Depreciation)

 

(12,304,718)

 

Net Loss on Investments, Futures Contracts, Swap Contracts and Foreign Currency Transactions

 

(4,959,639)

 

Increase in Net Assets From Operations

 

$  19,807,021

 

 

See Notes to Financial Statements.

 


 

 

 

Western Asset Emerging Markets Income Fund Inc. 2012 Annual Report

 

19

 

 

Statements of changes in net assets

 

For the Years Ended May 31,

 

2012

 

2011

 

 

 

 

 

 

 

Operations:

 

 

 

 

 

Net investment income

 

$  24,766,660

 

$  28,400,695

 

Net realized gain

 

7,345,079

 

11,254,053

 

Change in net unrealized appreciation (depreciation)

 

(12,304,718)

 

24,871,833

 

Increase in Net Assets From Operations

 

19,807,021

 

64,526,581

 

 

 

 

 

 

 

Distributions to Shareholders From (Note 1):

 

 

 

 

 

Net investment income

 

(21,085,312)

 

(24,725,587)

 

Net realized gains

 

(5,811,814)

 

(1,599,260)

 

Decrease in Net Assets From Distributions to Shareholders

 

(26,897,126)

 

(26,324,847)

 

Increase (Decrease) in Net Assets

 

(7,090,105)

 

38,201,734

 

 

 

 

 

 

 

Net Assets:

 

 

 

 

 

Beginning of year

 

430,379,678

 

392,177,944

 

End of year*

 

$ 423,289,573

 

$ 430,379,678

 

* Includes undistributed net investment income of:

 

$12,005,771

 

$6,551,915

 

 

See Notes to Financial Statements.

 


 

20

 

 

Western Asset Emerging Markets Income Fund Inc. 2012 Annual Report

 

 

 

Financial highlights

 

For a share of capital stock outstanding throughout each year ended May 31:

 

 

 

20121

 

20111

 

20101

 

20091

 

20081

 

 

 

 

 

 

 

 

 

 

 

 

 

Net asset value, beginning of year

 

$15.04

 

$13.71

 

$12.25

 

$14.52

 

$15.00

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations:

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

0.87

 

0.99

 

0.84

 

0.87

 

0.90

 

Net realized and unrealized gain (loss)

 

(0.18)

 

1.26

 

1.62

 

(1.98)

 

(0.25)

 

Total income (loss) from operations

 

0.69

 

2.25

 

2.46

 

(1.11)

 

0.65

 

 

 

 

 

 

 

 

 

 

 

 

 

Less distributions from:

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

(0.74)

 

(0.86)

 

(1.00)

 

(1.03)

 

(0.77)

 

Net realized gains

 

(0.20)

 

(0.06)

 

 

(0.13)

 

(0.36)

 

Total distributions

 

(0.94)

 

(0.92)

 

(1.00)

 

(1.16)

 

(1.13)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net asset value, end of year

 

$14.79

 

$15.04

 

$13.71

 

$12.25

 

$14.52

 

 

 

 

 

 

 

 

 

 

 

 

 

Market price, end of year

 

$13.80

 

$13.97

 

$12.08

 

$10.10

 

$13.41

 

Total return, based on NAV2,3

 

4.76

%

16.92

%

20.55

%

(6.94)

%

4.62

%

Total return, based on Market Price4

 

5.70

%

24.01

%

30.04

%

(15.05)

%

5.86

%

 

 

 

 

 

 

 

 

 

 

 

 

Net assets, end of year (000s)

 

$423,290

 

$430,380

 

$392,178

 

$350,608

 

$354,852

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratios to Average Net Assets:

 

 

 

 

 

 

 

 

 

 

 

Gross expenses

 

1.25

%

1.23

%

1.34

%

1.44%

5

1.53

%

Net expenses6

 

1.25

 

1.23

 

1.34

 

1.44

5

1.53

 

Net investment income

 

5.79

 

6.76

 

6.16

 

7.39

 

6.21

 

 

 

 

 

 

 

 

 

 

 

 

 

Portfolio turnover rate

 

19

%

35

%

45

%

36

%

45

%

 

1   Per share amounts have been calculated using the average shares method.

 

2   Performance figures may reflect compensating balance arrangements, fee waivers and/or expense reimbursements. In the absence of compensating balance arrangements, fee waivers and/or expense reimbursements, the total return would have been lower. Past performance is no guarantee of future results.

 

3   The total return calculation assumes that distributions are reinvested at NAV. Past performance is no guarantee of future results.

 

4   The total return calculation assumes that distributions are reinvested in accordance with the Fund’s dividend reinvestment plan. Past performance is no guarantee of future results.

 

5   Included in the expense ratios are certain non-recurring restructuring (and reorganization, if applicable) fees that were incurred by the Fund during the period. Without these fees, the gross and net expense ratios would have been 1.43%.

 

6   The impact of compensating balance arrangements, if any, was less than 0.01%.

 

See Notes to Financial Statements.

 


 

 

 

Western Asset Emerging Markets Income Fund Inc. 2012 Annual Report

 

21

 

 

Notes to financial statements

 

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”). 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. Subsequent events have been evaluated through the date the financial statements were issued.

 

(a) Investment valuation. The valuations for fixed income securities (which may include, but are not limited to, corporate, government, municipal, mortgage-backed, collateralized mortgage obligations and asset-backed securities) and certain derivative instruments are typically the prices supplied by independent third party pricing services, which may use market prices or broker/dealer quotations or a variety of valuation techniques and methodologies. The independent third party pricing services’ internal models use inputs that are observable such as issuer details, interest rates, yield curves, prepayment speeds, credit risks/spreads, default rates and quoted prices for similar securities. Short-term fixed income securities that will mature in 60 days or less are valued at amortized cost, unless it is determined that using this method would not reflect an investment’s fair value. Futures contracts are valued daily at the settlement price established by the board of trade or exchange on which they are traded. 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. When the Fund holds securities or other assets that are denominated in a foreign currency, the Fund will normally use the currency exchange rates as of 4:00 p.m. (Eastern Time). If independent third party pricing services are unable to supply prices for a portfolio investment, or if the prices supplied are deemed by the manager to be unreliable, the market price may be determined by the manager using quotations from one or more broker/dealers or at the transaction price if the security has recently

 


 

22

 

 

Western Asset Emerging Markets Income Fund Inc. 2012 Annual Report

 

 

 

Notes to financial statements (cont’d)

 

been purchased and no value has yet been obtained from a pricing service or pricing broker. When reliable prices are not readily available, 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 values these securities as determined in accordance with procedures approved by the Fund’s Board of Directors.

 

The Board of Directors is responsible for the valuation process and has delegated the supervision of the daily valuation process to the Legg Mason North American Fund Valuation Committee (the “Valuation Committee”). The Valuation Committee, pursuant to the policies adopted by the Board of Directors, is responsible for making fair value determinations, evaluating the effectiveness of the Fund’s pricing policies, and reporting to the Board of Directors. When determining the reliability of third party pricing information for investments owned by the Fund, the Valuation Committee, among other things, conducts due diligence reviews of pricing vendors, monitors the daily change in prices and reviews transactions among market participants.

 

The Valuation Committee will consider pricing methodologies it deems relevant and appropriate when making fair value determinations. Examples of possible methodologies include, but are not limited to, multiple of earnings; discount from market of a similar freely traded security; discounted cash-flow analysis; book value or a multiple thereof; risk premium/yield analysis; yield to maturity; and/or fundamental investment analysis. The Valuation Committee will also consider factors it deems relevant and appropriate in light of the facts and circumstances. Examples of possible factors include, but are not limited to, the type of security; the issuer’s financial statements; the purchase price of the security; the discount from market value of unrestricted securities of the same class at the time of purchase; analysts’ research and observations from financial institutions; information regarding any transactions or offers with respect to the security; the existence of merger proposals or tender offers affecting the security; the price and extent of public trading in similar securities of the issuer or comparable companies; and the existence of a shelf registration for restricted securities.

 

For each portfolio security that has been fair valued pursuant to the policies adopted by the Board of Directors, the fair value price is compared against the last available and next available market quotations. The Valuation Committee reviews the results of such back testing monthly and fair valuation occurrences are reported to the Board of Directors quarterly.

 

The Fund uses valuation techniques to measure fair value that are consistent with the market approach and/or income approach, depending on the type of security and the particular circumstance. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable securities. The income approach uses valuation techniques to discount estimated future cash flows to present value.

 


 

 

 

Western Asset Emerging Markets Income Fund Inc. 2012 Annual Report

 

23

 

 

GAAP establishes a disclosure hierarchy that categorizes the inputs to valuation techniques used to value assets and liabilities at measurement date. These inputs are summarized in the three broad levels listed 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 methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.

 

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

 

ASSETS

Description

 

Quoted Prices
(Level 1)

 

Other Significant
Observable Inputs
(Level 2)

 

Significant
Unobservable
Inputs
(Level 3)

 

Total

 

Long-term investments†:

 

 

 

 

 

 

 

 

 

Sovereign bonds

 

 

$258,786,964

 

 

 

$258,786,964

 

Corporate bonds & notes

 

 

150,251,980

 

 

 

150,251,980

 

Warrants

 

 

317,688

 

 

 

317,688

 

Total investments

 

 

$409,356,632

 

 

 

$409,356,632

 

Other financial instruments:

 

 

 

 

 

 

 

 

 

 

Forward foreign currency contracts

 

 

$       395,361

 

 

 

$       395,361

 

Total

 

 

$409,751,993

 

 

 

$409,751,993

 

 

LIABILITIES

Description

 

Quoted Prices
(Level 1)

 

Other Significant
Observable Inputs
(Level 2)

 

Significant
Unobservable
Inputs
(Level 3)

 

Total

 

Other financial instruments:

 

 

 

 

 

 

 

 

 

Forward foreign currency contracts

 

 

$32,851

 

 

$32,851

 

 

†  See Schedule of Investments for additional detailed categorizations.

 

(b) Repurchase agreements. The Fund may enter into repurchase agreements with institutions that its investment adviser has determined are creditworthy. Each repurchase agreement is recorded at cost. Under the terms of a typical repurchase agreement, the Fund acquires a debt security subject to an obligation of the seller to repurchase, and of the Fund to resell, the security at an agreed-upon price and time, thereby determining the yield during the Fund’s holding period. When entering into repurchase agreements, it is the Fund’s policy that its custodian or a third party custodian, acting on the Fund’s behalf, take possession of the underlying collateral securities, the market value of which, at all times, at least equals the principal amount of

 


 

24

 

 

Western Asset Emerging Markets Income Fund Inc. 2012 Annual Report

 

 

 

Notes to financial statements (cont’d)

 

the repurchase transaction, including accrued interest. To the extent that any repurchase transaction maturity exceeds one business day, the value of the collateral is marked-to-market and measured against the value of the agreement in an effort to ensure the adequacy of the collateral. If the counterparty defaults, the Fund generally has the right to use the collateral to satisfy the terms of the repurchase transaction. However, if the market value of the collateral declines during the period in which the Fund seeks to assert its rights 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 related to the loan, or any rights of off-set 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 off-set between the lender and the borrower.

 

(d) Forward foreign currency contracts. The Fund enters into a forward foreign currency contract to hedge against foreign currency exchange rate risk on its non-U.S. dollar denominated securities or to facilitate settlement of a foreign currency denominated portfolio transaction. A forward foreign currency contract is an agreement between two parties to buy and sell a currency at a set price with delivery and settlement at a future date. The contract is marked-to-market daily and the change in value is recorded by the Fund as an unrealized gain or loss. When a forward foreign currency contract is closed, through either delivery or offset by entering into another forward foreign currency contract, the Fund recognizes a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value of the contract at the time it is closed.

 

Forward foreign currency contracts involve elements of market risk in excess of the amounts reflected on the Statement of Assets and Liabilities. The Fund bears the risk of an unfavorable change in the foreign exchange rate underlying the forward foreign currency contract. Risks may also arise upon entering into these contracts from the potential inability of the counterparties to meet the terms of their contracts.

 

(e) Futures contracts. The Fund uses futures contracts generally to gain exposure to, or hedge against, changes in interest rates or gain exposure to,

 


 

 

 

Western Asset Emerging Markets Income Fund Inc. 2012 Annual Report

 

25

 

 

or hedge against, changes in certain asset classes. 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 cash or cash equivalents with a broker in an amount equal to a certain percentage of the contract amount. This is known as the “initial margin” and 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 in the Statement of Operations 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.

 

(f) Swap agreements. The Fund invests in swaps for the purpose of managing its exposure to interest rate, credit or market risk, or for other purposes, including to increase the Fund’s return. The use of swaps involves risks that are different from those associated with other portfolio transactions.

 

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. 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 posted as collateral for swap contracts are identified in the Schedule of Investments and restricted cash, if any, is identified on the Statement of Assets and Liabilities. Risks may exceed amounts recorded in the Statement of Assets and Liabilities. These 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.

 

Payments received or made at the beginning of the measurement period are reflected as a premium or deposit, respectively, on the Statement of Assets and Liabilities. These upfront payments are amortized over the life of the swap and are recognized as realized gain or loss in the Statement of Operations. Net periodic payments received or paid by the Fund are recognized as a realized gain or loss in the Statement of Operations.

 

For average notional amounts of swaps held during the year ended May 31, 2012, see Note 4.

 

 


 

26

 

 

Western Asset Emerging Markets Income Fund Inc. 2012 Annual Report

 

 

 

Notes to financial statements (cont’d)

 

Interest rate swaps

 

The Fund enters into interest rate swap contracts to manage its exposure to interest rate risk. 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. Interest rate swaps are marked-to-market daily based upon quotations from market makers and the change, if any, is recorded as an unrealized gain or loss in the Statement of Operations. When a swap contract is terminated early, the Fund records a realized gain or loss equal to the difference between the original cost and the settlement amount of the closing transaction.

 

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.

 

(g) 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 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-U.S. dollar denominated securities may also result in foreign currency losses caused by devaluations and exchange rate fluctuations.

 

(h) Foreign investment risks. The Fund’s investments in foreign securities may involve risks not present in domestic investments. Since securities may be denominated in foreign currencies, may require settlement in foreign currencies or pay interest or dividends in foreign currencies, changes in the relationship of these foreign currencies to the U.S. dollar can significantly affect the value of the investments and earnings of the Fund. Foreign investments may also subject the Fund to foreign government exchange restrictions, expropriation, taxation or other political, social or economic developments, all of which affect the market and/or credit risk of the investments.

 

(i) Counterparty risk and credit-risk-related contingent features of derivative instruments. The Fund may invest in certain securities or engage in other


 

 

 

Western Asset Emerging Markets Income Fund Inc. 2012 Annual Report

 

27

 

 

transactions, where the Fund is exposed to counterparty credit risk in addition to broader market risks. The Fund may invest in securities of issuers, which may also be considered counterparties as trading partners in other transactions. This may increase the risk of loss in the event of default or bankruptcy by the counterparty or if the counterparty otherwise fails to meet its contractual obligations. The Fund’s investment manager attempts to mitigate counterparty risk by (i) periodically assessing the creditworthiness of its trading partners, (ii) monitoring and/or limiting the amount of its net exposure to each individual counterparty based on its assessment and (iii) requiring collateral from the counterparty for certain transactions. Market events and changes in overall economic conditions may impact the assessment of such counterparty risk by the investment manager. In addition, declines in the values of underlying collateral received may expose the Fund to increased risk of loss.

 

The Fund has entered into master agreements with certain of its derivative counterparties that provide for general obligations, representations, agreements, collateral, events of default or termination and credit related contingent features. The credit related contingent features include, but are not limited to, a percentage decrease in the Fund’s net assets or NAV over a specified period of time. If these credit related contingent features were triggered, the derivatives counterparty could terminate the positions and demand payment or require additional collateral.

 

As of May 31, 2012, the Fund held forward foreign currency contracts with credit related contingent features which had a liability position of $32,851. If a contingent feature in the master agreements would have been triggered, the Fund would have been required to pay this amount to its derivatives counterparties.

 

(j) 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 fluctuations 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


 

28

 

 

Western Asset Emerging Markets Income Fund Inc. 2012 Annual Report

 

 

 

Notes to financial statements (cont’d)

 

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 values of assets and liabilities, other than investments in securities, on 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.

 

(k) 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. Foreign dividend income is recorded on the ex-dividend date or as soon as practicable after the Fund determines the existence of a dividend declaration after exercising reasonable due diligence. The cost of investments sold is determined by use of the specific identification method. To the extent any issuer defaults or a credit event occurs that impacts the issuer, the Fund may halt any additional interest income accruals and consider the realizability of interest accrued up to the date of default or credit event.

 

(l) Compensating balance arrangements. The Fund has an arrangement with its custodian bank whereby a portion of the custodian’s fees is paid indirectly by credits earned on the Fund’s cash on deposit with the bank.

 

(m) Distributions to shareholders. Distributions from net investment income of the Fund, if any, are declared and paid on a quarterly basis. Distributions of net realized gains, if any, are declared at least annually. Pursuant to its Managed Distribution Policy, the Fund intends to make regular quarterly distributions to shareholders at a fixed rate per common share, which rate may be adjusted from time to time by the Fund’s Board of Directors. Under the Fund’s Managed Distribution Policy, if, for any quarterly distribution, the value of the Fund’s net investment income and net realized capital gain is less than the amount of the distribution, the difference will be distributed from the Fund’s net assets (and may constitute a “return of capital”). The Board of Directors may modify, terminate or suspend the Managed Distribution Policy at any time, including when certain events would make part of the return of capital taxable to shareholders. Any such modification, termination or suspension could have an adverse effect on the market price of the Fund’s shares. Distributions to shareholders of the Fund are recorded on the ex-dividend date and are determined in accordance with income tax regulations, which may differ from GAAP.

 

(n) 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


 

 

 

Western Asset Emerging Markets Income Fund Inc. 2012 Annual Report

 

29

 

 

(the “Code”), as amended, applicable to regulated investment companies. Accordingly, the Fund intends to distribute its taxable income and net realized gains, if any, to shareholders in accordance with timing requirements imposed by the Code. Therefore, no federal or state income tax provision is required in the Fund’s financial statements.

 

However, due to the timing of when distributions are made by the Fund, the Fund may be subject to an excise tax of 4% of the amount by which 98% of the Fund’s annual taxable income and 98.2% of net realized gains exceed the distributions from such taxable income and realized gains for the calendar year. The Fund paid $148,822 of federal excise tax attributable to calendar year 2011 and March 2012. Under the recently enacted Regulated Investment Company Modernization Act of 2010, the minimum distribution requirement for capital gains that must be met in order to avoid the imposition of excise tax has been raised from 98% to 98.2% for calendar years beginning after December 22, 2010.

 

Management has analyzed the Fund’s tax positions taken on income tax returns for all open tax years and has concluded that as of May 31, 2012 no provision for income tax is required in the Fund’s financial statements. The Fund’s federal and state income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by Internal Revenue Service and state departments of revenue.

 

Under the applicable foreign tax laws, a withholding tax may be imposed on interest, dividends and capital gains at various rates. Realized gains upon disposition of Indonesian securities held by the Fund are subject to capital gains tax in that country. As of May 31, 2012, there were $147,275 of capital gains tax liabilities accrued on unrealized gains.

 

(o) Reclassification. GAAP requires that certain components of net assets be reclassified 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 Gain

 

Paid-in Capital

 

(a)

 

$  148,822

 

 

 

 

$(148,822

)

 

(b)

 

1,623,686

 

 

$(1,623,686

)

 

 

 

 

(a)   Reclassifications are primarily due to a non-deductible excise tax paid by the Fund.

 

(b)   Reclassifications are primarily due to foreign currency transactions treated as ordinary income for tax purposes, differences between book and tax amortization of premium on fixed income securities and book/tax differences in the treatment of swaps.

 


 

30

 

 

Western Asset Emerging Markets Income Fund Inc. 2012 Annual Report

 

 

 

Notes to financial statements (cont’d)

 

2. Investment management agreement and other transactions with affiliates

 

Legg Mason Partners Fund Advisor, LLC (“LMPFA”) is the Fund’s investment manager. Western Asset Management Company (“Western Asset”), Western Asset Management Company Limited (“Western Asset Limited”) and Western Asset Management Company Pte. Ltd. (“Western Singapore”) are the Fund’s subadvisers. LMPFA, Western Asset, Western Asset Limited and Western Singapore are wholly-owned subsidiaries of Legg Mason, Inc. (“Legg Mason”).

 

LMPFA provides administrative and certain oversight services to the Fund. The Fund pays LMPFA an investment management fee, calculated daily and paid monthly, at an annual rate of 1.05% of the Fund’s average weekly net assets.

 

LMPFA delegates to Western Asset the day-to-day portfolio management of the Fund. Western Asset Limited and Western Singapore provide certain advisory services to the Fund relating to currency transactions and investment in non-U.S. dollar denominated securities. Western Asset Limited and Western Singapore do not receive any compensation from the Fund and are compensated by Western Asset for its services to the Fund. For its services, LMPFA pays Western Asset 70% of the net management fee it receives from the Fund. In turn, Western Asset pays Western Asset Limited and Western Singapore a subadvisory fee of 0.30% on assets managed by each subadviser.

 

All 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 May 31, 2012, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) were as follows:

 

 

 

Investments

 

Purchases

 

$78,101,263

 

Sales

 

77,147,969

 

 

At May 31, 2012, the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were as follows:

 

Gross unrealized appreciation

 

$ 35,968,389

 

Gross unrealized depreciation

 

(15,766,882

)

Net unrealized appreciation

 

$ 20,201,507

 

 


 

Western Asset Emerging Markets Income Fund Inc. 2012 Annual Report   

31

 

 

At May 31, 2012, the Fund had the following open forward foreign currency contracts:

 

Foreign Currency

 

Counterparty

 

Local
Currency

 

Market
Value

 

Settlement
Date

 

Unrealized
Gain (Loss)

 

Contracts to Buy:

 

 

 

 

 

 

 

 

 

 

 

Brazilian Real

 

JPMorgan Chase & Co.

 

14,435,900

 

$7,140,624

 

6/15/12

 

$ (32,851

)

Contracts to Sell:

 

 

 

 

 

 

 

 

 

 

 

Brazilian Real 

 

JPMorgan Chase & Co.

 

14,435,900

 

7,140,624

 

6/15/12

 

170,544

 

Euro

 

JPMorgan Chase & Co.

 

3,454,520

 

4,271,724

 

6/15/12

 

224,817

 

 

 

 

 

 

 

 

 

 

 

395,361

 

Net unrealized gain on open forward foreign currency contracts

 

 

 

 

 

$362,510

 

 

4. Derivative instruments and hedging activities

 

Financial Accounting Standards Board Codification Topic 815 requires enhanced disclosure about an entity’s derivative and hedging activities.

 

Below is a table, grouped by derivative type, that provides information about the fair value and the location of derivatives within the Statement of Assets and Liabilities at May 31, 2012.

 

ASSET DERIVATIVES1

 

 

 

Foreign Exchange
Risk

 

Forward foreign currency contracts

 

$395,361

 

 

LIABILITY DERIVATIVES1

 

 

 

Foreign Exchange
Risk

 

Forward foreign currency contracts

 

$32,851

 

1         Generally, the balance sheet location for asset derivatives is receivables/net unrealized appreciation (depreciation) and for liability derivatives is payables/net unrealized appreciation (depreciation).

 

The following tables provide information about the effect of derivatives and hedging activities on the Fund’s Statement of Operations for the year ended May 31, 2012. The first table provides additional detail about the amounts and sources of gains (losses) realized on derivatives during the period. The second table provides additional information about the change in unrealized appreciation (depreciation) resulting from the Fund’s derivatives and hedging activities during the period.

 

AMOUNT OF REALIZED GAIN (LOSS) ON DERIVATIVES RECOGNIZED

 

 

 

Interest Rate
Risk

 

Foreign Exchange
Risk

 

Total

 

Futures contracts

 

$1,526,192

 

 

$1,526,192

 

Swap contracts

 

75,158

 

 

75,158

 

Forward foreign currency contracts

 

 

$2,094,522

 

2,094,522

 

Total

 

$1,601,350

 

$2,094,522

 

$3,695,872

 

 


 

32

 

   Western Asset Emerging Markets Income Fund Inc. 2012 Annual Report

 

Notes to financial statements (cont’d)

 

CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) ON DERIVATIVES RECOGNIZED

 

 

 

Interest Rate
Risk

 

Foreign Exchange
Risk

 

Total

 

Futures contracts

 

$(156,895)

 

 

$(156,895)

 

Swap contracts

 

(24,147)

 

 

(24,147)

 

Forward foreign currency contracts

 

 

$361,338

 

361,338

 

Total

 

$(181,042)

 

$361,338

 

$ 180,296

 

 

During the year ended May 31, 2012, the volume of derivative activity for the Fund was as follows:

 

 

 

Average Market
Value

 

Futures contracts (to buy)†

 

$13,685,236

 

Forward foreign currency contracts (to buy)

 

3,599,215

 

Forward foreign currency contracts (to sell)

 

20,584,248

 

 

 

 

Average
Notional Balance‡

 

Interest rate swap contracts†

 

11,019,424BRL

 

 

 

†  At May 31, 2012, there were no open positions held in this derivative.

‡  Notional amounts are denominated in U.S. dollars, unless otherwise noted.

 

5. Loan

 

At May 31, 2012, the Fund had a $47,000,000 credit line available pursuant to a 364-day revolving credit agreement with a financial institution. Unless renewed, this agreement will terminate on March 15, 2013. Effective March 16, 2012, the Fund pays a monthly commitment fee at an annual rate of 0.40% on the unutilized portion of the available loan. Prior to March 16, 2012, the Fund paid a monthly commitment fee at an annual rate of 0.45% on the unutilized portion of the available loan. The interest on the loan outstanding, if any, is calculated at a variable rate based on the one-month LIBOR plus any applicable margin. To the extent of the borrowing outstanding, the Fund is required to maintain collateral in a special custody account at the Fund’s custodian on behalf of the financial institution. For the year ended May 31, 2012, the Fund incurred a commitment fee in the amount of $206,556.

 

During the year ended May 31, 2012, the Fund had no borrowing outstanding per this credit agreement.

 

6. Distributions subsequent to May 31, 2012

 

On May 10, 2012, the Fund’s Board of Directors declared a distribution in the amount of $0.2550 per share payable on June 29, 2012 to shareholders of record on June 22, 2012.

 


 

Western Asset Emerging Markets Income Fund Inc. 2012 Annual Report   

33

 

 

7. Income tax information and distributions to shareholders

 

The tax character of distributions paid during the fiscal years ended May 31 was as follows:

 

 

 

2012

 

2011

 

Distributions Paid From:

 

 

 

 

 

Ordinary income

 

$21,515,868

 

$24,725,587

 

Net long-term capital gains

 

5,381,258

 

1,599,260

 

Total taxable distributions

 

$26,897,126

 

$26,324,847

 

 

As of May 31, 2012, the components of accumulated earnings on a tax basis were as follows:

 

Undistributed ordinary income — net

 

$13,113,644

 

Undistributed long-term capital gains — net

 

2,662,284

 

Total undistributed earnings

 

$15,775,928

 

Other book/tax temporary differences(a)

 

(804,619

)

Unrealized appreciation (depreciation)(b)

 

20,236,073

 

Total accumulated earnings (losses) — net

 

$35,207,382

 

 

(a)         Other book/tax temporary differences are attributable primarily to the tax deferral of losses on straddles, the realization for tax purposes of unrealized gains on certain foreign currency contracts and book/tax differences in the timing of the deductibility of various expenses.

(b)        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 and tax amortization methods for premiums on fixed income securities.

 

8. Recent accounting pronouncement

 

In May 2011, the Financial Accounting Standards Board issued Accounting Standards Update No. 2011-04, Fair Value Measurement (Topic 820) – Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (“ASU No. 2011-04”). ASU No. 2011-04 establishes common requirements for measuring fair value and for disclosing information about fair value measurements. ASU No. 2011-04 is effective during interim and annual periods beginning after December 15, 2011. Management has evaluated ASU No. 2011-04 and concluded that it does not materially impact the financial statement amounts; however, as required, additional disclosure has been included about fair value measurement.

 


 

34

 

   Western Asset Emerging Markets Income Fund Inc. 2012 Annual Report

 

Report of independent registered public accounting firm

 

The Board of Directors and Shareholders
Western Asset Emerging Markets Income Fund Inc.:

 

We have audited the accompanying statement of assets and liabilities of Western Asset Emerging Markets Income Fund Inc., including the schedule of investments, as of May 31, 2012, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period 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 audits.

 

We conducted our audits 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 May 31, 2012, by correspondence with the custodian and brokers or by other appropriate auditing procedures. 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 audits provide 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 Western Asset Emerging Markets Income Fund Inc. as of May 31, 2012, the results of its operations for the year then ended, changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.

 

 

New York, New York
July 20, 2012


 

Western Asset Emerging Markets Income Fund Inc.   

35

 

 

Additional information (unaudited)

Information about Directors and Officers

 

The business and affairs of Western Asset Emerging Markets Income Fund Inc. (the “Fund”) are conducted by management under the supervision and subject to the direction of its Board of Directors. The business address of each Director is c/o R. Jay Gerken, 620 Eighth Avenue, 49th Floor, New York, New York 10018. Information pertaining to the Directors and officers of the Fund is set forth below.

 

Independent Directors†:

 

Carol L. Colman

 

 

Year of birth

 

1946

Position(s) held with Fund1

 

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

Term of office1 and length of time served

 

Since 2003

Principal occupation(s) during past five years

 

President, Colman Consulting Company (consulting)

Number of portfolios in fund complex overseen by Director (including the Fund)

 

27

Other board memberships held by Director

 

None

 

 

 

Daniel P. Cronin

 

 

Year of birth

 

1946

Position(s) held with Fund1

 

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

Term of office1 and length of time served

 

Since 2003

Principal occupation(s) during past five years

 

Retired; formerly, Associate General Counsel, Pfizer Inc. (prior to and including 2004)

Number of portfolios in fund complex overseen by Director (including the Fund)

 

27

Other board memberships held by Director

 

None

 

 

 

Paolo M. Cucchi

 

 

Year of birth

 

1941

Position(s) held with Fund1

 

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

Term of office1 and length of time served

 

Since 2007

Principal occupation(s) during past five years

 

Professor of French and Italian at Drew University; formerly, Vice President and Dean of College of Liberal Arts at Drew University (1984 to 2009)

Number of portfolios in fund complex overseen by Director (including the Fund)

 

27

Other board memberships held by Director

 

None

 


 

36

 

   Western Asset Emerging Markets Income Fund Inc.

 

Additional information (unaudited) (cont’d)

Information about Directors and Officers

 

Independent Directors cont’d

 

Leslie H. Gelb

 

 

Year of birth

 

1937

Position(s) held with Fund1

 

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

Term of office1 and length of time served

 

Since 1994

Principal occupation(s) during past five years

 

President Emeritus and Senior Board Fellow (since 2003), The Council on Foreign Relations; formerly, President, (prior to 2003), the Council on Foreign Relations; formerly, Columnist, Deputy Editorial Page Editor and Editor, Op-Ed Page, The New York Times

Number of portfolios in fund complex overseen by Director (including the Fund)

 

27

Other board memberships held by Director

 

Director of two registered investment companies advised by Aberdeen Asset Management Asia Limited (since 1994)

 

 

 

William R. Hutchinson

 

 

Year of birth

 

1942

Position(s) held with Fund1

 

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

Term of office1 and length of time served

 

Since 2003

Principal occupation(s) during past five years

 

President, W.R. Hutchinson & Associates Inc. (Consulting) (since 2001)

Number of portfolios in fund complex overseen by Director (including the Fund)

 

27

Other board memberships held by Director

 

Director (Non-Executive Chairman of the Board (since December 1, 2009)), Associated Banc Corp. (banking) (since 1994)

 

 

 

Riordan Roett

 

 

Year of birth

 

1938

Position(s) held with Fund1

 

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

Term of office1 and length of time served

 

Since 1995

Principal occupation(s) during past five years

 

The Sarita and Don Johnston Professor of Political Science and Director of Western Hemisphere Studies, Paul H. Nitze School of Advanced International Studies, The John Hopkins University (since 1973)

Number of portfolios in fund complex overseen by Director (including the Fund)

 

27

Other board memberships held by Director

 

None

 


 

Western Asset Emerging Markets Income Fund Inc.   

37

 

 

Independent Directors cont’d

 

Jeswald W. Salacuse

 

 

Year of birth

 

1938

Position(s) held with Fund1

 

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

Term of office1 and length of time served

 

Since 1993

Principal occupation(s) during past five years

 

Henry J. Braker Professor of Commercial Law, The Fletcher School of Law and Diplomacy, Tufts University (since 1986); President and Member, Arbitration Tribunal, World Bank/ICSID (since 2004)

Number of portfolios in fund complex overseen by Director (including the Fund)

 

27

Other board memberships held by Director

 

Director of two registered investment companies advised by Aberdeen Asset Management Asia Limited (since 1993)

 

Interested Director and Officer:

 

R. Jay Gerken2

 

 

Year of birth

 

1951

Position(s) held with Fund1

 

Director, Chairman, President and Chief Executive Officer, Class II

Term of office1 and length of time served

 

Since 2002

Principal occupation(s) during past five years

 

Managing Director of Legg Mason & Co., LLC (“Legg Mason & Co.”) (since 2005); Officer and Trustee/Director of 160 funds associated with Legg Mason Partners Fund Advisor, LLC (“LMPFA”) or its affiliates (since 2006) and Legg Mason & Co. predecessors (prior to 2006); President and Chief Executive Officer (“CEO”) of LMPFA (since 2006); President and CEO of Smith Barney Fund Management LLC (“SBFM”) (formerly a registered investment adviser) (since 2002)

Number of portfolios in fund complex overseen by Director (including the Fund)

 

160

Other board memberships held by Director

 

None

 


 

38

 

   Western Asset Emerging Markets Income Fund Inc.

 

Additional information (unaudited) (cont’d)

Information about Directors and Officers

 

Additional Officers:

 

Ted P. Becker

 

 

Legg Mason

 

 

620 Eighth Avenue, New York, NY 10018

 

 

Year of birth

 

1951

Position(s) held with Fund1

 

Chief Compliance Officer

Term of office1 and length of time served

 

Since 2006

Principal occupation(s) during past five years

 

Director of Global Compliance at Legg Mason (since 2006); Chief Compliance Officer of LMPFA (since 2006); Managing Director of Compliance of Legg Mason & Co. (since 2005); Chief Compliance Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2006) and Legg Mason & Co. predecessors (prior to 2006)

 

 

 

Vanessa A. Williams

 

 

Legg Mason

 

 

100 First Stamford Place, Stamford, CT 06902

 

 

Year of birth

 

1979

Position(s) with Fund1

 

Identity Theft Prevention Officer

Term of office1 and length of time served

 

Since 2011

Principal occupation(s) during past five years

 

Identity Theft Prevention Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2011); Chief Anti-Money Laundering Compliance Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2011); formerly, Assistant Vice President and Senior Compliance Officer of Legg Mason & Co. (2008 to 2011); formerly, Compliance Analyst of Legg Mason & Co. (2006 to 2008) and Legg Mason & Co. predecessor (prior to 2006)

 

 

 

Robert I. Frenkel

 

 

Legg Mason

 

 

100 First Stamford Place, Stamford, CT 06902

 

 

Year of birth

 

1954

Position(s) held with Fund1

 

Secretary and Chief Legal Officer

Term of office1 and length of time served

 

Since 2003

Principal occupation(s) during past five years

 

Vice President and Deputy General Counsel of Legg Mason (since 2006); Managing Director and General Counsel of Global Mutual Funds for Legg Mason & Co. (since 2006) and Legg Mason & Co. predecessors (since 1994); Secretary and Chief Legal Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2006) and Legg Mason & Co. predecessors (prior to 2006)

 


 

Western Asset Emerging Markets Income Fund Inc.   

39

 

 

Additional Officers cont’d

 

Thomas C. Mandia

 

 

Legg Mason

 

 

100 First Stamford Place, Stamford, CT 06902

 

 

Year of birth

 

1962

Position(s) held with Fund1

 

Assistant Secretary

Term of office1 and length of time served

 

Since 2006

Principal occupation(s) during past five years

 

Managing Director and Deputy General Counsel of Legg Mason & Co. (since 2005) and Legg Mason & Co. predecessors (prior to 2005); Secretary of LMPFA (since 2006); Assistant Secretary of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2006) and Legg Mason & Co. predecessors (prior to 2006); Secretary of SBFM (since 2002)

 

 

 

Richard F. Sennett

 

 

Legg Mason

 

 

100 International Drive, Baltimore, MD 21202

 

 

Year of birth

 

1970

Position(s) held with Fund1

 

Principal Financial Officer

Term of office1 and length of time served

 

Since 2011

Principal occupation(s) during past five years

 

Principal Financial Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2011); Managing Director of Legg Mason & Co. and Senior Manager of the Treasury Policy group for Legg Mason & Co.’s Global Fiduciary Platform (since 2011); formerly, Chief Accountant within the SEC’s Division of Investment Management (2007 to 2011); formerly, Assistant Chief Accountant within the SEC’s Division of Investment Management (2002 to 2007)

 

 

 

Steven Frank

 

 

Legg Mason

 

 

55 Water Street, New York, NY 10041

 

 

Year of birth

 

1967

Position(s) held with Fund1

 

Treasurer

Term of office1 and length of time served

 

Since 2010

Principal occupation(s) during past five years

 

Vice President of Legg Mason & Co. and Legg Mason & Co. predecessors (since 2002); Treasurer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2010); formerly, Controller of certain mutual funds associated with Legg Mason & Co. or its affiliates (prior to 2010); formerly, Assistant Controller of certain mutual funds associated with Legg Mason & Co. predecessors (prior to 2005)


 

40

 

   Western Asset Emerging Markets Income Fund Inc.

 

Additional information (unaudited) (cont’d)

Information about Directors and Officers

 

Additional Officers cont’d

 

Jeanne M. Kelly

 

 

Legg Mason

 

 

620 Eighth Avenue, New York, NY 10018

 

 

Year of birth

 

1951

Position(s) with Fund1

 

Senior Vice President

Term of office1 and length of time served

 

Since 2007

Principal occupation(s) during past five years

 

Senior Vice President of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2007); Senior Vice President of LMPFA (since 2006); Managing Director of Legg Mason & Co. (since 2005) and Legg Mason & Co. predecessors (prior to 2005)

 

        Directors who are not “interested persons” of the Fund within the meaning of Section 2(a)(19) of the 1940 Act.

1         The Fund’s Board of Directors is divided into three classes: Class I, Class II and Class III. The terms of office of the Class I, II and III Directors expire at the Annual Meetings of Stockholders in the year 2012, year 2014 and year 2013, respectively, or thereafter in each case when their respective successors are duly elected and qualified. The Fund’s executive officers are chosen each year at the first meeting of the Fund’s Board of Directors following the Annual Meeting of Stockholders, to hold office until the meeting of the Board following the next Annual Meeting of Stockholders and until their successors are duly elected and qualified.

2     Mr. Gerken is an “interested person” of the Fund as defined in the 1940 Act because Mr. Gerken is an officer of LMPFA and certain of its affiliates.

 


 

Western Asset Emerging Markets Income Fund Inc.   

41

 

 

Annual chief executive officer and
principal financial officer certifications (unaudited)

 

The Fund’s Chief Executive Officer (“CEO”) has submitted to the NYSE the required annual certification and the Fund also has included the Certifications of the Fund’s CEO and Principal Financial Officer 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.

 


 

42

 

   Western Asset Emerging Markets Income Fund Inc.

 

Other shareholder communications regarding accounting matters (unaudited)

 

The Fund’s Audit Committee has established guidelines and procedures regarding the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters (collectively, “Accounting Matters”). Persons with complaints or concerns regarding Accounting Matters may submit their complaints to the Chief Compliance Officer (“CCO”). Persons who are uncomfortable submitting complaints to the CCO, including complaints involving the CCO, may submit complaints directly to the Fund’s Audit Committee Chair (together with the CCO, “Complaint Officers”). Complaints may be submitted on an anonymous basis.

 

The CCO may be contacted at:
Legg Mason & Co., LLC
Compliance Department
620 Eighth Avenue, 49th Floor
New York, New York 10018

 

Complaints may also be submitted by telephone at 1-800-742-5274.

Complaints submitted through this number will be received by the CCO.

 

 


 

Western Asset Emerging Markets Income Fund Inc.   

43

 

 

Dividend reinvestment plan (unaudited)

 

Pursuant to certain rules of the Securities and Exchange Commission, the following additional disclosure is provided.

 

Each shareholder holding shares of common stock (“Shares”) of Western Asset Emerging Markets Income Fund Inc., will be deemed to have elected to be a participant in the Amended and Restated Dividend Reinvestment and Cash Purchase Plan (“Plan”), unless the shareholder specifically elects in writing (addressed to the Agent at the address below or to any nominee who holds Shares for the shareholder in its name) to receive all 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.

 

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.

 

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.

 

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 earlier of (i) 60 days after the distribution payment date and (ii) the Trading Day prior to the “ex-dividend” date next succeeding the distribution payment date.


 

44

 

   Western Asset Emerging Markets Income Fund Inc.

 

Dividend reinvestment plan (unaudited) (cont’d)

 

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.

 

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.

 

Participants have the option of making additional cash payments to the Agent, monthly, in a minimum amount of $250, for investment in Shares. The Agent will use all such funds received from Participants to purchase Shares in the open market on or about the first business day of each month. To avoid unnecessary cash accumulations, and also to allow ample time for receipt and processing by the Agent, Participants should send in voluntary cash payments to be received by the Agent approximately 10 days before an applicable purchase date specified above. A Participant may withdraw a voluntary cash payment by written notice, if the notice is received by the Agent not less than 48 hours before such payment is to be invested.

 

Purchases by the Agent pursuant to paragraphs 4 and 7 above may be made on any securities exchange on which the Shares are traded, in the over-the-counter market or in negotiated transactions, and may be on such terms as to price, delivery and otherwise as the Agent shall determine. Funds held by the Agent uninvested will not bear interest, and it is understood that, in any event, the Agent shall have no liability in connection with any inability to purchase Shares within the time periods herein provided, or with the timing of any purchases effected. The Agent shall have no responsibility as to the


 

Western Asset Emerging Markets Income Fund Inc.   

45

 

 

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.

 

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

 

The Agent will confirm to Participants each acquisition made for their respective accounts as soon as practicable but not later than 60 days after the date thereof. Although Participants may from time to time have an undivided fractional interest (computed to three decimal places) in a Share of the Fund, no certificates for fractional shares will be issued. Distributions on fractional shares will be credited to each Participant’s account. In the event of termination of a Participant’s account under the Plan, the Agent will adjust for any such undivided fractional interest in cash at the market value of the Fund’s Shares at the time of termination less the pro rata expense of any sale required to make such an adjustment.

 

Any share dividends or split shares distributed by the Fund on Shares held by the Agent for Participants will be credited to their respective accounts. In the event that the Fund makes available to Participants rights to purchase additional Shares or other securities, the Shares held for Participants under the Plan will be added to other Shares held by the Participants in calculating the number of rights to be issued to Participants.

 

The Agent’s service fee for handling distributions will be paid by the Fund. Participants will be charged a pro rata share of brokerage commissions on all open-market purchases.

 

Participants may terminate their accounts under the Plan by notifying the Agent in writing. Such termination will be effective immediately if notice is received by the Agent not less than 10 days prior to any distribution record date; otherwise such termination will be effective on the first Trading Day after the payment date for such 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 distribution paid subsequent to written notice of the change or termination sent to Participants at least 30 days prior to

 


 

46

 

   Western Asset Emerging Markets Income Fund Inc.

 

Dividend reinvestment plan (unaudited) (cont’d)

 

the record date for the distribution. The Plan may be amended or terminated by the Agent, with the Fund’s prior written consent, on at least 30 days’ written notice to Participants. Notwithstanding the preceding two sentences, the Agent or the Fund may amend or supplement the Plan at any time or times when necessary or appropriate to comply with applicable law or rules or policies of the Securities and Exchange Commission or any other regulatory authority. Upon any termination, the Agent will cause a certificate or certificates for the full Shares held by each Participant under the Plan and cash adjustment for any fraction to be delivered to each Participant without charge.

 

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 Participant’s name or under the Plan for retention or application by such successor Agent as provided in these terms and conditions.

 

In the case of Participants, such as banks, broker-dealers or other nominees, which hold Shares for others who are beneficial owners (“Nominee Holders”), the Agent will administer the Plan on the basis of the number of Shares certified from time to time by each Nominee Holder as representing the total amount registered in the Nominee Holder’s name and held for the account of beneficial owners who are to participate in the Plan.

 

The Agent shall at all times act in good faith and use its best efforts within reasonable limits to insure the accuracy of all services performed under this Agreement and to comply with applicable law, but assumes no responsibility and shall not be liable for loss or damage due to errors unless such error is caused by its negligence, bad faith, or willful misconduct or that of its employees.

 

All correspondence concerning the Plan should be directed to the Agent at 59 Maiden Lane, New York, New York 10038.

 


 

 

Western Asset Emerging Markets Income Fund Inc.   

47

 

 

Important tax information (unaudited)

 

The following information is provided with respect to the distributions paid during the taxable year ended May 31, 2012:

 

Record date:

 

6/17/2011

 

9/23/2011

 

12/16/2011

 

3/23/2012

 

Payable date:

 

6/24/2011

 

9/30/2011

 

12/23/2011

 

3/30/2012

 

Long-term capital gain dividend

 

$0.055891

 

$0.051138

 

$0.040532

 

$0.040504

 

 

Please retain this information for your records.

 


 

Western Asset

Emerging Markets Income Fund Inc.

 

Directors

 

Western Asset Emerging Markets Income Fund Inc.

 

Independent registered public accounting firm

Carol L. Colman

 

620 Eighth Avenue

 

KPMG LLP

Daniel P. Cronin

 

49th Floor

 

345 Park Avenue

Paolo M. Cucchi

 

New York, NY 10018

 

New York, NY 10154

Leslie H. Gelb

 

 

 

 

R. Jay Gerken

 

Investment manager

 

Legal counsel

Chairman

 

Legg Mason Partners Fund Advisor, LLC

 

Simpson Thacher & Bartlett LLP

William R. Hutchinson

 

 

 

425 Lexington Avenue

Riordan Roett

 

Subadvisers

 

New York, NY 10017

Jeswald W. Salacuse

 

Western Asset Management Company

 

 

 

 

Western Asset Management Company Limited

 

New York Stock Exchange Symbol

Officers

 

Western Asset Management Company Pte. Ltd.

 

EMD

R. Jay Gerken

 

 

 

 

President and Chief Executive Officer

 

Custodian

 

 

Richard F. Sennett

 

State Street Bank and Trust Company

 

 

Principal Financial Officer

 

1 Lincoln Street

 

 

Ted P. Becker

 

Boston, MA 02111

 

 

Chief Compliance Officer

 

 

 

 

Vanessa A. Williams

 

Transfer agent

 

 

Identity Theft Prevention Officer

 

American Stock Transfer & Trust Company

 

 

Robert I. Frenkel

 

59 Maiden Lane

 

 

Secretary and Chief Legal Officer

 

New York, NY 10038

 

 

Thomas C. Mandia

 

 

 

 

Assistant Secretary

 

 

 

 

Steven Frank

 

 

 

 

Treasurer

 

 

 

 

Jeanne M. Kelly

 

 

 

 

Senior Vice President

 

 

 

 

 


 

Legg Mason Funds Privacy and Security Notice

 

Your Privacy and the Security of Your Personal Information is Very Important to the Legg Mason Funds

 

This Privacy and Security Notice (the “Privacy Notice”) addresses the Legg Mason Funds’ privacy and data protection practices with respect to nonpublic personal information the Funds receive. The Legg Mason Funds include any funds sold by the Funds’ distributor, Legg Mason Investor Services, LLC, as well as Legg Mason-sponsored closed-end funds and certain closed-end funds managed or sub-advised by Legg Mason or its affiliates. The provisions of this Privacy Notice apply to your information both while you are a shareholder and after you are no longer invested with the Funds.

 

The Type of Nonpublic Personal Information the Funds Collect About You

 

The Funds collect and maintain nonpublic personal information about you in connection with your shareholder account. Such information may include, but is not limited to:

 

·             Personal information included on applications or other forms;

·             Account balances, transactions, and mutual fund holdings and positions;

·             Online account access user IDs, passwords, security challenge question responses; and

·             Information received from consumer reporting agencies regarding credit history and creditworthiness (such as the amount of an individual’s total debt, payment history, etc.).

 

How the Funds Use Nonpublic Personal Information About You

 

The Funds do not sell or share your nonpublic personal information with third parties or with affiliates for their marketing purposes, or with other financial institutions or affiliates for joint marketing purposes, unless you have authorized the Funds to do so. The Funds do not disclose any nonpublic personal information about you except as may be required to perform transactions or services you have authorized or as permitted or required by law. The Funds may disclose information about you to:

 

·             Employees, agents, and affiliates on a “need to know” basis to enable the Funds to conduct ordinary business or comply with obligations to government regulators;

·             Service providers, including the Funds’ affiliates, who assist the Funds as part of the ordinary course of business (such as printing, mailing services, or processing or servicing your account with us) or otherwise perform services on the Funds’ behalf, including companies that may perform marketing services solely for the Funds;

·             The Funds’ representatives such as legal counsel, accountants and auditors; and

·             Fiduciaries or representatives acting on your behalf, such as an IRA custodian or trustee of a grantor trust.

 

 

 

 

 

 

 

 

 

NOT PART OF THE ANNUAL REPORT

 

 

 

 

 

 

 

 


 

Legg Mason Funds Privacy and Security Notice (cont’d)

 

Except as otherwise permitted by applicable law, companies acting on the Funds’ behalf are contractually obligated to keep nonpublic personal information the Funds provide to them confidential and to use the information the Funds share only to provide the services the Funds ask them to perform.

 

The Funds may disclose nonpublic personal information about you when necessary to enforce their rights or protect against fraud, or as permitted or required by applicable law, such as in connection with a law enforcement or regulatory request, subpoena, or similar legal process. In the event of a corporate action or in the event a Fund service provider changes, the Funds may be required to disclose your nonpublic personal information to third parties. While it is the Funds’ practice to obtain protections for disclosed information in these types of transactions, the Funds cannot guarantee their privacy policy will remain unchanged.

 

Keeping You Informed of the Funds’ Privacy and Security Practices

 

The Funds will notify you annually of their privacy policy as required by federal law. While the Funds reserve the right to modify this policy at any time they will notify you promptly if this privacy policy changes.

 

The Funds’ Security Practices

 

The Funds maintain appropriate physical, electronic and procedural safeguards designed to guard your nonpublic personal information. The Funds’ internal data security policies restrict access to your nonpublic personal information to authorized employees, who may use your nonpublic personal information for Fund business purposes only.

 

Although the Funds strive to protect your nonpublic personal information, they cannot ensure or warrant the security of any information you provide or transmit to them, and you do so at your own risk. In the event of a breach of the confidentiality or security of your nonpublic personal information, the Funds will attempt to notify you as necessary so you can take appropriate protective steps. If you have consented to the Funds using electronic communications or electronic delivery of statements, they may notify you under such circumstances using the most current email address you have on record with them.

 

In order for the Funds to provide effective service to you, keeping your account information accurate is very important. If you believe that your account information is incomplete, not accurate or not current, or if you have questions about the Funds’ privacy practices, write the Funds using the contact information on your account statements, email the Funds by clicking on the Contact Us section of the Funds’ website at www.leggmason.com, or contact the Fund at 1-888-777-0102.

 

Revised April 2011

 

 

 

 

 

 

 

 

 

NOT PART OF THE ANNUAL REPORT

 

 

 

 

 

 

 

 


 

Western Asset Emerging Markets Income Fund Inc.

 

Western Asset Emerging Markets Income Fund Inc.
620 Eighth Avenue
49th Floor
New York, NY 10018

 

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 (“SEC”) for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the SEC’s website at www.sec.gov. The Fund’s Forms N-Q may be reviewed and copied at the SEC’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 1-888-777-0102.

 

Information on 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 are available (1) without charge, upon request, by calling 1-888-777-0102, (2) on the Fund’s website at www.lmcef.com and (3) on the SEC’s website at www.sec.gov.

 

This report is transmitted to the shareholders of Western Asset Emerging Markets Income Fund Inc. for their information. This is not a prospectus, circular or representation intended for use in the purchase or sale of shares of the Fund or any securities mentioned in this report.

 

American Stock
Transfer & Trust Company
59 Maiden Lane
New York, NY 10038

 

 

WASX011901 7/12 SR11-1698

 


 

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 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 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. The aggregate fees billed in the last two fiscal years ending May 31, 2011 and May 31, 2012 (the “Reporting Periods”) for professional services rendered by the Registrant’s principal accountant (the “Auditor”) 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 $65,400 in 2011 and $69,400 in 2012.

 

b) Audit-Related Fees. The aggregate fees billed in the Reporting Period for assurance and related services by the Auditor that are reasonably related to the performance of the Registrant’s financial statements were $0  in 2011 and $0  in 2012.

 

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 Western Asset Emerging Markets Income 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.

 

(c) Tax Fees. The aggregate fees billed in the Reporting Periods for professional services rendered by the Auditor for tax compliance, tax advice and tax planning (“Tax Services”) were $0  in 2011 and $3,100 in 2012. 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.

 

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

 

d) All Other Fees. There were no other fees billed in the Reporting Periods for products and services provided by the Auditor, other than the services reported in paragraphs (a) through (c) for the Item 4 for the Western Asset Emerging Markets Income Fund Inc..

 

All Other Fees.  There were no other non-audit services rendered by the Auditor to Legg Mason Partners Fund Advisors, LLC (“LMPFA”), and any entity controlling, controlled by or under common control with LMPFA that provided ongoing services to Western Asset Emerging Markets Income 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 LMPFA 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 Western Asset Emerging Markets Income Fund Inc., the percentage of fees that were approved by the audit committee, with respect to: Audit-Related Fees were 100% and 100% for 2011 and 2012; Tax Fees were 100% and 100% for 2011 and 2012; and Other Fees were 100% and 100% for 2011 and 2012.

 

(f) N/A

 

(g) Non-audit fees billed by the Auditor for services rendered to Western Asset Emerging Markets Income Fund Inc., LMPFA and any entity controlling, controlled by, or under common control with LMPFA that provides ongoing services to Western Asset Emerging Markets Income Fund Inc. during the reporting period were $0 in 2012.

 

(h) Yes.  Western Asset Emerging Markets Income 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 Western Asset Emerging Markets Income 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:

 

William R. Hutchinson

Paolo M. Cucchi

Daniel P. Cronin

Carol L. Colman

Leslie H. Gelb

Dr. 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.

 

Proxy Voting Guidelines and Procedures

 

Legg Mason Partners Fund Advisor, LLC (“LMPFA”) delegates the responsibility for voting proxies for the fund to the subadviser through its contracts with the subadviser. The subadviser will use its own proxy voting policies and procedures to vote proxies. Accordingly, LMPFA does not expect to have proxy-voting responsibility for the fund. Should LMPFA become responsible for voting proxies for any reason, such as the inability of the subadviser to provide investment advisory services, LMPFA shall utilize the proxy voting guidelines established by the most recent subadviser to vote proxies until a new subadviser is retained.

 

The subadviser’s Proxy Voting Policies and Procedures govern in determining how proxies relating to the fund’s portfolio securities are voted and are provided below.  Information regarding how each fund voted proxies (if any) relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge (1) by calling 888-777-0102, (2) on the fund’s website at http://www.lmcef.com  and (3) on the SEC’s website at http://www.sec.gov.

 

Background

 

Western Asset Management Company (“WA”), Western Asset Management Company Limited (“WAML”) and Western Asset Management Company Pte. Ltd. (“WAMC”) (together “Western Asset”) have adopted and implemented policies and procedures that we believe are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with our fiduciary duties and SEC Rule 206(4)-6 under the Investment Advisers Act of 1940 (“Advisers Act”). Our authority to vote the proxies of our clients is established through investment management agreements or comparable documents, and our proxy voting guidelines have been tailored to reflect these specific contractual obligations. In addition to SEC requirements governing advisers, our proxy voting policies reflect the long-standing fiduciary standards and responsibilities for ERISA accounts. Unless a manager of ERISA assets has been expressly precluded from voting proxies, the Department of Labor has determined that the responsibility for these votes lies with the Investment Manager.

 

In exercising its voting authority, Western Asset will not consult or enter into agreements with officers, directors or employees of Legg Mason Inc. or any of its affiliates (except that WA, WAML and WAMC may so consult and agree with each other) regarding the voting of any securities owned by its clients.

 

Policy

 

Western Asset’s proxy voting procedures are designed and implemented in a way that is reasonably expected to ensure that proxy matters are handled in the best interest of our clients. While the guidelines included in the procedures are intended to provide a benchmark for voting standards, each vote is ultimately cast on a case-by-case basis, taking into consideration Western Asset’s contractual obligations to our clients and all other relevant facts and circumstances at the time of the vote (such that these guidelines may be overridden to the extent Western Asset deems appropriate).

 

Procedures

 

Responsibility and Oversight

 

The Western Asset Legal and Compliance Department (“Legal and Compliance Department”) is responsible for administering and overseeing the proxy voting process. The gathering of proxies is coordinated through

 



 

the Corporate Actions area of Investment Support (“Corporate Actions”). Research analysts and portfolio managers are responsible for determining appropriate voting positions on each proxy utilizing any applicable guidelines contained in these procedures.

 

Client Authority

 

The Investment Management Agreement for each client is reviewed at account start-up for proxy voting instructions. If an agreement is silent on proxy voting, but contains an overall delegation of discretionary authority or if the account represents assets of an ERISA plan, Western Asset will assume responsibility for proxy voting. The Legal and Compliance Department maintains a matrix of proxy voting authority.

 

Proxy Gathering

 

Registered owners of record, client custodians, client banks and trustees (“Proxy Recipients”) that receive proxy materials on behalf of clients should forward them to Corporate Actions. Proxy Recipients for new clients (or, if Western Asset becomes aware that the applicable Proxy Recipient for an existing client has changed, the Proxy Recipient for the existing client) are notified at start-up of appropriate routing to Corporate Actions of proxy materials received and reminded of their responsibility to forward all proxy materials on a timely basis. If Western Asset personnel other than Corporate Actions receive proxy materials, they should promptly forward the materials to Corporate Actions.

 

Proxy Voting

 

Once proxy materials are received by Corporate Actions, they are forwarded to the Legal and Compliance Department for coordination and the following actions:

 

a. Proxies are reviewed to determine accounts impacted.

 

b. Impacted accounts are checked to confirm Western Asset voting authority.

 

c. Legal and Compliance Department staff reviews proxy issues to determine any material conflicts of interest. (See conflicts of interest section of these procedures for further information on determining material conflicts of interest.)

 

d. If a material conflict of interest exists, (i) to the extent reasonably practicable and permitted by applicable law, the client is promptly notified, the conflict is disclosed and Western Asset obtains the client’s proxy voting instructions, and (ii) to the extent that it is not reasonably practicable or permitted by applicable law to notify the client and obtain such instructions (e.g., the client is a mutual fund or other commingled vehicle or is an ERISA plan client), Western Asset seeks voting instructions from an independent third party.

 

e. Legal and Compliance Department staff provides proxy material to the appropriate research analyst or portfolio manager to obtain their recommended vote. Research analysts and portfolio managers determine votes on a case-by-case basis taking into account the voting guidelines contained in these procedures. For avoidance of doubt, depending on the best interest of each individual client, Western Asset may vote the same proxy differently for different clients. The analyst’s or portfolio manager’s basis for their decision is documented and maintained by the Legal and Compliance Department.

 

f. Legal and Compliance Department staff votes the proxy pursuant to the instructions received in (d) or (e) and returns the voted proxy as indicated in the proxy materials.

 



 

Timing

 

Western Asset personnel act in such a manner to ensure that, absent special circumstances, the proxy gathering and proxy voting steps noted above can be completed before the applicable deadline for returning proxy votes.

 

Recordkeeping

 

Western Asset maintains records of proxies voted pursuant to Section 204-2 of the Advisers Act and ERISA DOL Bulletin 94-2. These records include:

 

a. A copy of Western Asset’s policies and procedures.

 

b. Copies of proxy statements received regarding client securities.

 

c. A copy of any document created by Western Asset that was material to making a decision how to vote proxies.

 

d. Each written client request for proxy voting records and Western Asset’s written response to both verbal and written client requests.

 

e. A proxy log including:

1. Issuer name;

2. Exchange ticker symbol of the issuer’s shares to be voted;

3. Committee on Uniform Securities Identification Procedures (“CUSIP”) number for the shares to be voted;

4. A brief identification of the matter voted on;

5. Whether the matter was proposed by the issuer or by a shareholder of the issuer;

6. Whether a vote was cast on the matter;

7. A record of how the vote was cast; and

8. Whether the vote was cast for or against the recommendation of the issuer’s management team.

 

Records are maintained in an easily accessible place for five years, the first two in Western Asset’s offices.

 

Disclosure

 

Part II of the WA Form ADV, the WAML Form ADV and the WAMC Form ADV, each, contain a description of Western Asset’s proxy policies. Clients will be provided a copy of these policies and procedures upon request. In addition, upon request, clients may receive reports on how their proxies have been voted.

 

Conflicts of Interest

 

All proxies are reviewed by the Legal and Compliance Department for material conflicts of interest. Issues to be reviewed include, but are not limited to:

1. Whether Western Asset (or, to the extent required to be considered by applicable law, its affiliates) manages assets for the company or an employee group of the company or otherwise has an interest in the company;

 



 

2. Whether Western Asset or an officer or director of Western Asset or the applicable portfolio manager or analyst responsible for recommending the proxy vote (together, “Voting Persons”) is a close relative of or has a personal or business relationship with an executive, director or person who is a candidate for director of the company or is a participant in a proxy contest; and

 

3. Whether there is any other business or personal relationship where a Voting Person has a personal interest in the outcome of the matter before shareholders.

 

Voting Guidelines

 

Western Asset’s substantive voting decisions turn on the particular facts and circumstances of each proxy vote and are evaluated by the designated research analyst or portfolio manager. The examples outlined below are meant as guidelines to aid in the decision making process.

 

Guidelines are grouped according to the types of proposals generally presented to shareholders. Part I deals with proposals which have been approved and are recommended by a company’s board of directors; Part II deals with proposals submitted by shareholders for inclusion in proxy statements; Part III addresses issues relating to voting shares of investment companies; and Part IV addresses unique considerations pertaining to foreign issuers.

 

I. Board Approved Proposals

 

The vast majority of matters presented to shareholders for a vote involve proposals made by a company itself that have been approved and recommended by its board of directors. In view of the enhanced corporate governance practices currently being implemented in public companies, Western Asset generally votes in support of decisions reached by independent boards of directors. More specific guidelines related to certain board-approved proposals are as follows:

 

1. Matters relating to the Board of Directors

 

Western Asset votes proxies for the election of the company’s nominees for directors and for board-approved proposals on other matters relating to the board of directors with the following exceptions:

 

a. Votes are withheld for the entire board of directors if the board does not have a majority of independent directors or the board does not have nominating, audit and compensation committees composed solely of independent directors.

 

b. Votes are withheld for any nominee for director who is considered an independent director by the company and who has received compensation from the company other than for service as a director.

 

c. Votes are withheld for any nominee for director who attends less than 75% of board and committee meetings without valid reasons for absences.

 

d. Votes are cast on a case-by-case basis in contested elections of directors.

 



 

2. Matters relating to Executive Compensation

 

Western Asset generally favors compensation programs that relate executive compensation to a company’s long-term performance. Votes are cast on a case-by-case basis on board-approved proposals relating to executive compensation, except as follows:

 

a. Except where the firm is otherwise withholding votes for the entire board of directors, Western Asset votes for stock option plans that will result in a minimal annual dilution.

 

b. Western Asset votes against stock option plans or proposals that permit replacing or repricing of underwater options.

 

c. Western Asset votes against stock option plans that permit issuance of options with an exercise price below the stock’s current market price.

 

d. Except where the firm is otherwise withholding votes for the entire board of directors, Western Asset votes for employee stock purchase plans that limit the discount for shares purchased under the plan to no more than 15% of their market value, have an offering period of 27 months or less and result in dilution of 10% or less.

 

3. Matters relating to Capitalization

 

The management of a company’s capital structure involves a number of important issues, including cash flows, financing needs and market conditions that are unique to the circumstances of each company. As a result, Western Asset votes on a case-by-case basis on board-approved proposals involving changes to a company’s capitalization except where Western Asset is otherwise withholding votes for the entire board of directors.

 

a. Western Asset votes for proposals relating to the authorization of additional common stock.

 

b. Western Asset votes for proposals to effect stock splits (excluding reverse stock splits).

 

c. Western Asset votes for proposals authorizing share repurchase programs.

 

4. Matters relating to Acquisitions, Mergers, Reorganizations and Other Transactions

 

Western Asset votes these issues on a case-by-case basis on board-approved transactions.

 

5. Matters relating to Anti-Takeover Measures

 

Western Asset votes against board-approved proposals to adopt anti-takeover measures except as follows:

 

a. Western Asset votes on a case-by-case basis on proposals to ratify or approve shareholder rights plans.

 

b. Western Asset votes on a case-by-case basis on proposals to adopt fair price provisions.

 

6. Other Business Matters

 

Western Asset votes for board-approved proposals approving such routine business matters such as changing the company’s name, ratifying the appointment of auditors and procedural matters relating to the shareholder meeting.

 



 

a. Western Asset votes on a case-by-case basis on proposals to amend a company’s charter or bylaws.

 

b. Western Asset votes against authorization to transact other unidentified, substantive business at the meeting.

 

II. Shareholder Proposals

 

SEC regulations permit shareholders to submit proposals for inclusion in a company’s proxy statement. These proposals generally seek to change some aspect of a company’s corporate governance structure or to change some aspect of its business operations. Western Asset votes in accordance with the recommendation of the company’s board of directors on all shareholder proposals, except as follows:

1. Western Asset votes for shareholder proposals to require shareholder approval of shareholder rights plans.

 

2. Western Asset votes for shareholder proposals that are consistent with Western Asset’s proxy voting guidelines for board-approved proposals.

 

3. Western Asset votes on a case-by-case basis on other shareholder proposals where the firm is otherwise withholding votes for the entire board of directors.

 

III. Voting Shares of Investment Companies

 

Western Asset may utilize shares of open or closed-end investment companies to implement its investment strategies. Shareholder votes for investment companies that fall within the categories listed in Parts I and II above are voted in accordance with those guidelines.

 

1. Western Asset votes on a case-by-case basis on proposals relating to changes in the investment objectives of an investment company taking into account the original intent of the fund and the role the fund plays in the clients’ portfolios.

 

2. Western Asset votes on a case-by-case basis all proposals that would result in increases in expenses (e.g., proposals to adopt 12b-1 plans, alter investment advisory arrangements or approve fund mergers) taking into account comparable expenses for similar funds and the services to be provided.

 

IV. Voting Shares of Foreign Issuers

 

In the event Western Asset is required to vote on securities held in non-U.S. issuers — i.e. issuers that are incorporated under the laws of a foreign jurisdiction and that are not listed on a U.S. securities exchange or the NASDAQ stock market, the following guidelines are used, which are premised on the existence of a sound corporate governance and disclosure framework. These guidelines, however, may not be appropriate under some circumstances for foreign issuers and therefore apply only where applicable.

 

1. Western Asset votes for shareholder proposals calling for a majority of the directors to be independent of management.

 

2. Western Asset votes for shareholder proposals seeking to increase the independence of board nominating, audit and compensation committees.

 



 

3. Western Asset votes for shareholder proposals that implement corporate governance standards similar to those established under U.S. federal law and the listing requirements of U.S. stock exchanges, and that do not otherwise violate the laws of the jurisdiction under which the company is incorporated.

 

4. Western Asset votes on a case-by-case basis on proposals relating to (1) the issuance of common stock in excess of 20% of a company’s outstanding common stock where shareholders do not have preemptive rights, or (2) the issuance of common stock in excess of 100% of a company’s outstanding common stock where shareholders have preemptive rights.

 

Retirement Accounts

 

For accounts subject to ERISA, as well as other Retirement Accounts, Western Asset is presumed to have the responsibility to vote proxies for the client. The Department of Labor (“DOL”) has issued a bulletin that states that investment managers have the responsibility to vote proxies on behalf of Retirement Accounts unless the authority to vote proxies has been specifically reserved to another named fiduciary. Furthermore, unless Western Asset is expressly precluded from voting the proxies, the DOL has determined that the responsibility remains with the investment manager.

 

In order to comply with the DOL’s position, Western Asset will be presumed to have the obligation to vote proxies for its Retirement Accounts unless Western Asset has obtained a specific written instruction indicating that: (a) the right to vote proxies has been reserved to a named fiduciary of the client, and (b) Western Asset is precluded from voting proxies on behalf of the client. If Western Asset does not receive such an instruction, Western Asset will be responsible for voting proxies in the best interests of the Retirement Account client and in accordance with any proxy voting guidelines provided by the client.

 



 

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

 

(a)(1):

 

NAME AND

 

LENGTH OF

 

PRINCIPAL OCCUPATION(S) DURING

ADDRESS

 

TIME SERVED

 

PAST 5 YEARS

 

 

 

 

 

Stephen A. Walsh
Western Asset
385 East Colorado Blvd.
Pasadena, CA 91101

 

Since 2006

 

Co-portfolio manager of the fund; Deputy Chief Investment Officer of Western Asset from 2000 to 2008; Chief Investment Officer of Western Asset since 2008.

 

 

 

 

 

Keith J. Gardner
Western Asset
385 East Colorado Blvd.
Pasadena, CA 91101

 

Since 2006

 

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

 

 

 

 

 

Michael C. Buchanan
Western Asset
385 East Colorado Blvd.
Pasadena, CA 91101

 

Since 2006

 

Co-portfolio manager of the fund; Managing Director and head of U.S. Credit Products from 2003-2005 at Credit Suisse Asset Management

 

 

 

 

 

Michael C. Duda
Western Asset
385 East Colorado Blvd.
Pasadena, CA 91101

 

Since 2006

 

Co-portfolio manager of the fund; Research Analyst at Western Asset Management since 2001.

 



 

(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 May 31, 2012.

 

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.

 

 

 

Registered

 

Other Pooled

 

 

Portfolio

 

Investment

 

Investment

 

Other

Manager(s)

 

Companies

 

Vehicles

 

Accounts

 

 

 

 

 

 

 

Stephen A. Walsh

 

101 registered investment companies with $172.1 billion in total assets under management

 

219 Other pooled investment vehicles with $97.9 billion in assets under management*

 

743 Other accounts with $176.1 billion in total assets under management**

 

 

 

 

 

 

 

Keith J. Gardner

 

40 registered investment companies with $28.2 billion in total assets under management

 

27 Other pooled investment vehicles with $14.7 billion in assets under management

 

173 Other accounts with $42.6 billion in total assets under management***

 

 

 

 

 

 

 

Michael C. Buchanan

 

44 registered investment Companies with $31.3 billion in total assets Under management

 

37 Other pooled investment vehicles with $16.8 billion in assets under management****

 

181 Other accounts with $44.6 billion in total assets under management+

 

 

 

 

 

 

 

Michael C. Duda

 

4 registered investment Companies with $1.3 billion in total assets Under management

 

10 Other pooled investment vehicle with $2.9 billion in assets under management

 

22 Other accounts with $3.2 billion in total assets under management

 


*

Includes 6 accounts managed, totaling $851 million, for which advisory fee is performance based.

**

Includes 74 accounts managed, totaling $16.4 billion, for which advisory fee is performance based.

 

 

***

Includes 22 accounts managed, totaling $6.9 billion, for which advisory fee is performance based.

 

 

****

Includes 1 account managed, totaling $282 million, for which advisory fee is performance based.

 



 

+

Includes 21 accounts managed, totaling $6.5 billion, 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”).  Mr.  Walsh is  involved in the management of all the Firm’s portfolios, 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

 

With respect to the compensation of the portfolio managers, Western Asset’s compensation system assigns each employee a total compensation range, which is derived from annual market surveys that benchmark each role with its 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, the subadviser’s employees are eligible for bonuses. These are structured to closely align the interests of employees with those of the subadviser, and are determined by the professional’s job function and pre-tax performance as measured by a formal review process. All bonuses are completely discretionary. The principal factor considered is a portfolio manager’s investment performance versus appropriate peer groups and benchmarks (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). Performance is reviewed on a 1, 3 and 5 year basis for compensation—with 3 years having the most emphasis. The subadviser may also measure a portfolio manager’s pre-tax investment performance against other benchmarks, as it determines appropriate. Because portfolio managers are generally responsible for multiple accounts (including the funds) with similar investment strategies, they are generally compensated on the performance of the aggregate group of similar accounts, rather than a specific account. Other factors that may be considered when making bonus decisions include client service, business development, length of service to the subadviser, management or supervisory responsibilities, contributions to developing business strategy and overall contributions to the subadviser’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

 

Conflicts of Interest

 

The manager, subadvisers and portfolio managers have interests which conflict with the interests of the fund. There is no guarantee that the policies and procedures adopted by the manager, the subadvisers and the fund will be able to identify or mitigate these conflicts of interest.

 

Some examples of material conflicts of interest 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. A portfolio manager may not be able to formulate as complete a strategy or identify equally

 



 

attractive investment opportunities for each of those funds and accounts as might be the case if he or she were to devote substantially more attention to the management of a single fund. Such a portfolio manager may make general determinations across multiple funds, rather than tailoring a unique approach for each fund. The effects of this 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; Aggregation of Orders. 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 the fund’s ability to take full advantage of the investment opportunity. Additionally, a subadviser may aggregate transaction orders for multiple accounts for purpose of execution. Such aggregation may cause the price or brokerage costs to be less favorable to a particular client than if similar transactions were not being executed concurrently for other accounts. In addition, a subadviser’s trade allocation policies may result in the fund’s orders not being fully executed or being delayed in execution.

 

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. For example, a portfolio manager may determine that it would be in the interest of another account to sell a security that the fund holds long, potentially resulting in a decrease in the market value of the security held by the fund.

 

Cross Trades. Portfolio managers may manage funds that engage in cross trades, where one of the manager’s funds or accounts sells a particular security to another fund or account managed by the same manager. Cross trades may pose conflicts of interest because of, for example, the possibility that one account sells a security to another account at a higher price than an independent third party would pay or otherwise enters into a transaction that it would not enter into with an independent party, such as the sale of a difficult-to-obtain security.

 

Selection of Broker/Dealers. Portfolio managers may select or influence the selection of the brokers and dealers that are used to execute securities transactions for the funds and/or accounts that they supervise. In addition to executing trades, some brokers and dealers provide subadvisers with brokerage and research services, These services may be taken into account in the selection of brokers and dealers whether a broker is being selected to effect a trade on an agency basis for a commission or (as is normally the case for the funds) whether a dealer is being selected to effect a trade on a principal basis. This may result in the payment of higher brokerage fees and/or execution at a less favorable price than might have otherwise been available. The services obtained may ultimately be more beneficial to certain of the manager’s funds or accounts than to others (but not necessarily to the funds that pay the increased commission or incur the less favorable execution). A decision as to the selection of brokers and dealers could therefore yield disproportionate costs and benefits among the funds and/or accounts managed.

 

Variation in Financial and Other Benefits. A conflict of interest arises where the financial or other benefits available to a portfolio manager differ among the funds and/or accounts that he or she manages. If the amount or structure of the investment manager’s management fee and/or a 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. Similarly, the desire to maintain 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 in affording preferential treatment to those funds and/or accounts that could most significantly benefit the portfolio manager. A portfolio manager may, for example, have an incentive to allocate favorable or limited opportunity investments or structure the timing of investments to favor such funds and/or accounts. Also, a portfolio manager’s or the manager’s or a subadviser’s desire to increase assets under management could influence the portfolio manager to keep a fund open for new

 



 

investors without regard to potential benefits of closing the fund to new investors. Additionally, the portfolio manager might be motivated to favor funds and/or accounts in which he or she has an ownership interest or in which the investment manager and/or its affiliates have ownership interests. Conversely, if a portfolio manager does not personally hold an investment in the fund, the portfolio manager’s conflicts of interest with respect to the fund may be more acute.

 

Related Business Opportunities. The investment 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 funds and/or accounts that provide greater overall returns to the investment manager and its affiliates.

 

(a)(4): Portfolio Manager Securities Ownership

 

The table below identifies the dollar range of securities beneficially owned by each portfolio managers as of May 31, 2012.

 

Portfolio Manager(s)

 

Dollar Range of
Portfolio
Securities
Beneficially
Owned

Stephen A. Walsh

 

A

Keith J. Gardner

 

A

Michael C. Buchanan

 

A

Michael C. Duda

 

A

 

Dollar Range ownership is as follows:
A: none
B: $1 - $10,000
C: 10,001 - $50,000
D: $50,001 - $100,000
E: $100,001 - $500,000
F: $500,001 - $1 million
G: over $1 million

 



 

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

 

Not applicable.

 

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

 

None.

 

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 second fiscal quarter of the period covered by this report that have materially affected, or are likely to materially affect the registrant’s internal control over financial reporting.

 

ITEM 12.                                            EXHIBITS.

 

(a) (1)    Code of Ethics attached hereto.

 

Exhibit 99.CODE ETH

 

(a) (2)    Certifications pursuant to section 302 of the Sarbanes-Oxley Act of 2002 attached hereto.

 

Exhibit 99.CERT

 

(b)  Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 attached hereto.

 

Exhibit 99.906CERT

 


 


 

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.

 

 

Western Asset Emerging Markets Fund Inc.

 

By:

/s/ R. Jay Gerken

 

 

R. Jay Gerken

 

 

Chief Executive Officer of

 

 

Western Asset Emerging Markets Income Fund Inc.

 

 

 

 

Date:

July 25, 2012

 

 

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

 

 

Western Asset Emerging Markets Income Fund Inc.

 

 

 

 

Date:

July 25, 2012

 

 

 

 

 

 

 

By:

/s/ Richard F. Sennett

 

 

Richard F. Sennett

 

 

Principal Financial Officer of

 

 

Western Asset Emerging Markets Income Fund Inc.

 

 

 

 

Date:

July 25, 2012