N-Q 1 c36135_n-q.htm

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

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED
MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number 811-21343

Salomon Brothers Emerging Markets Debt Fund Inc.

(Exact name of registrant as specified in charter)


125 Broad Street, New York, NY 10004
(Address of principal executive offices) (Zip code)

Robert I. Frenkel, Esq.
Salomon Brothers Asset Management Inc.
300 First Stamford Place
Stamford, CT 06902
(Name and address of agent for service)

Registrant's telephone number, including area code: 1-800-725-6666

Date of fiscal year end: October 31
Date of reporting period: January 31, 2005

SALOMON BROTHERS EMERGING

MARKETS DEBT FUND INC.

 

FORM N-Q
JANUARY 31, 2005


ITEM 1. SCHEDULE OF INVESTMENTS


SALOMON BROTHERS EMERGING MARKETS DEBT FUND INC.

Schedule of Investments (unaudited) 
January 31, 2005 

FACE 
         
AMOUNT 
  SECURITY   
VALUE 
 

SOVEREIGN BONDS - 98.3% 
     
Argentina - 2.3% 
     
    Republic of Argentina:       
$  19,010,000        Discount Bond, Series L-GL, 3.500% due 3/31/23 (a)(b)(c)    $  10,645,600  
10,000,000         Par Bond, Series L-GP, 6.000% due 3/31/23 (a)(c)    5,600,000   





 
        16,245,600   





 
Brazil - 21.9% 
     
    Federative Republic of Brazil:       
38,815,000         12.250% due 3/6/30 (d)    50,313,944   
82,194,941         C Bond, 8.000% due 4/15/14 (d)    84,172,757   
7,000,000         Collective Action Securities, 10.500% due 7/14/14    8,172,500   
         DCB, Series L:       
4,610,331               Bearer, 3.125% due 4/15/12 (b)    4,411,510   
6,948,543               Registered, 3.125% due 4/15/12 (b)    6,644,544   





 
        153,715,255   





 
Bulgaria - 0.6% 
     
3,175,000    Republic of Bulgaria, 8.250% due 1/15/15 (e)    4,032,250   





 
Chile - 1.6% 
   
10,700,000    Republic of Chile, 5.500% due 1/15/13    11,305,091   





 
Colombia - 5.4% 
     
    Republic of Colombia:       
2,550,000         10.750% due 1/15/13    2,989,875   
4,725,000         11.750% due 2/25/20    6,018,469   
9,765,000         8.125% due 5/21/24    9,447,637   
17,200,000         10.375% due 1/28/33 (d)    19,565,000   





 
        38,020,981   





 
Costa Rica - 1.4% 
     
    Republic of Costa Rica:       
5,825,000         6.548% due 3/20/14 (e)    5,533,750   
3,600,000         9.995% due 8/1/20 (e)    4,117,500   





 
        9,651,250   





 
Ecuador - 2.8% 
     
    Republic of Ecuador:       
18,880,000         12.000% due 11/15/12 (e)    19,635,200   
75,000         8.000% due 8/15/30 (b)(e)    69,844   





 
        19,705,044   





 
El Salvador - 1.0% 
     
6,275,000    Republic of El Salvador, 7.750% due 1/24/23 (e)    6,902,500   





 
Malaysia - 1.6% 
     
    Federation of Malaysia:       
100,000         8.750% due 6/1/09    117,951   
9,475,000         7.500% due 7/15/11 (d)    11,032,860   





 
        11,150,811   





 
Mexico - 17.8% 
     
28,825,000    PEMEX Project Funding Master Trust, 9.500% due 9/15/27 (e)    37,040,125   
    United Mexican States:       
31,350,000         6.625% due 3/3/15 (d)    34,022,587   
1,450,000         11.375% due 9/15/16    2,167,750   
2,500,000         8.125% due 12/30/19    3,016,875   
         Medium-Term Notes:       
35,375,000               8.300% due 8/15/31 (d)    42,962,938   
5,000,000               Series A, 7.500% due 4/8/33    5,605,000   





 
        124,815,275   





 
           

See Notes to Schedule of Investments. 

1


SALOMON BROTHERS EMERGING MARKETS DEBT FUND INC.

Schedule of Investments (unaudited) (continued) 
January 31, 2005 

FACE 
         
AMOUNT 
 
SECURITY 
 
VALUE 
 

Panama - 3.0%     
    Republic of Panama:       
$ 2,700,000         7.250% due 3/15/15    $  2,781,000  
3,025,000         10.750% due 5/15/20    3,940,062   
195,000         9.375% due 1/16/23    229,125   
3,000,000         8.875% due 9/30/27    3,345,000   
10,000,000         8.125% due 4/28/34 (d)    10,725,000   





 
        21,020,187   





 
Peru - 4.7%       
    Republic of Peru:       
6,200,000         9.875% due 2/6/15    7,447,750   
11,675,000         8.750% due 11/21/33 (d)    12,509,762   
9,800,000         FLIRB, 4.500% due 3/7/17 (b)(d)    9,150,750   
3,960,000         PDI, 5.000% due 3/7/17 (b)    3,781,800   





 
        32,890,062   





 
The Philippines - 3.9% 
     
    Republic of the Philippines:       
2,275,000         8.250% due 1/15/14    2,266,412   
22,475,000         10.625% due 3/16/25 (d)    24,833,751   





 
        27,100,163   





 
Russia - 16.3%       
5,250,000    Aries Vermogensverwaltungs GmbH, Russian Federation       
         Credit-Linked Notes, Series C, 9.600% due 10/25/14 (e)    6,516,562   
    Russian Federation:       
3,390,000         11.000% due 7/24/18 (d)(e)    4,813,800   
98,000,000         5.000% due 3/31/30 (b)(d)(e)    103,017,600   





 
        114,347,962   





 
South Africa - 1.7% 
     
 
11,100,000    Republic of South Africa, 6.500% due 6/2/14    12,223,875   





 
Turkey - 5.0%       
    Republic of Turkey:       
23,240,000         11.500% due 1/23/12    29,747,200   
1,725,000         11.000% due 1/14/13    2,190,750   
365,000         11.875% due 1/15/30 (d)    521,950   
1,950,000         Collective Action Securities, 9.500% due 1/15/14    2,315,625   





 
        34,775,525   





 
Ukraine - 1.6%       
    Republic of Ukraine:       
4,130,118         11.000% due 3/15/07 (e)    4,429,552   
6,275,000         7.650% due 6/11/13 (e)    6,902,500   





 
        11,332,052   





 
Uruguay - 0.8%       
6,343,743   
Republic of Uruguay, Benchmark Bond, 7.875% due 1/15/33 (f) 
  5,677,650   





 
Venezuela - 4.9% 
     
    Bolivarian Republic of Venezuela:       
8,125,000         5.375% due 8/7/10    7,493,281   
2,600,000         8.500% due 10/8/14    2,653,950   
         Collective Action Securities:       
3,850,000               10.750% due 9/19/13    4,456,375   
19,050,000               9.375% due 1/13/34 (d)    19,735,800   





 
        34,339,406   





 
    TOTAL SOVEREIGN BONDS       
    (Cost - $654,032,108)   
689,250,939 
 


See Notes to Schedule of Investments.

2


SALOMON BROTHERS EMERGING MARKETS DEBT FUND INC.

Schedule of Investments (unaudited) (continued) 
January 31, 2005 

FACE 
     
AMOUNT 
SECURITY 
 
VALUE 
 

LOAN PARTICIPATION (b)(g) - 0.3%       
Morocco - 0.3%     
$  1,962,222   Kingdom of Morocco, Tranche A, 2.781% due 1/2/09       
         (JPMorgan Chase & Co.) (Cost - 1,944,527)    $  1,932,789  





 
REPURCHASE AGREEMENTS (d) - 1.4%       
5,012,000    Deutsche Bank Securities Inc. dated 1/31/05, 2.500% due 2/1/05;     
   
     Proceeds at maturity - $5,012,348; (Fully collateralized
   
   
     by various U.S. government agency obligations, 0.000% to 
   
         7.625% due 2/3/05 to 7/15/32; Market value - $5,112,249)  5,012,000   
5,000,000    UBS Securities LLC dated 1/31/05, 2.500% due 2/1/05; Proceeds at     
   
     maturity - $5,000,347; (Fully collateralized by various U.S. 
   
   
     government agency obligations, 0.000% to 8.050% due
   
         2/4/05 to 8/6/38; Market value - $5,100,016)  5,000,000   





 
    TOTAL REPURCHASE AGREEMENTS       
    (Cost - $10,012,000)    10,012,000   

    TOTAL INVESTMENTS - 100.0%       
    (Cost - $665,988,635*)    $ 701,195,728   


(a)      Security is currently in default.  
 
(b)      Rate shown reflects current rate on instrument with variable rate or step coupon rates.  
 
(c)      Non-income producing security.  
 
(d)      All or portion of this security is segregated as collateral for futures contracts, reverse repurchase agreements and/or swap agreements.  
 
(e)      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.  
 
(f)      Payment-in-kind security for which all or part of the income earned may be paid as additional principle.  
 
(g)      Participation interests were acquired through the financial institutions indicated parenthetically.  
 
* Aggregate cost for federal income tax purposes is substantially the same.  
     
  Abbreviations used in this schedule:
 
C Bond - Capitalization Bond
DCB - Debt Conversion Bond 
FLIRB - Front Loaded Interest Reduction Bond 
PDI - Past Due Interest

 


See Notes to Schedule of Investments.

3


Notes to Schedule of Investments (unaudited)

1. Organization and Significant Accounting Policies

Salomon Brothers Emerging Markets Debt Fund Inc. (“Fund”) was incorporated in Maryland on April 16, 2003 and is registered as a non-diversified, closed-end, investment management company under the Investment Company Act of 1940, as amended.

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

(a) Investment Valuation. In valuing the Fund’s assets, all securities, futures and options for which market quotations are readily available are valued (i) at the last sale price prior to the time of determination if there was a sale on the date of determination, (ii) at the mean between the last current bid and asked price if there was no sales price on such date and bid and asked quotations are available, and (iii) at the bid price if there was no sales price on such date and only bid quotations are available. Publicly traded foreign government debt securities are typically traded internationally in the over-the-counter market, and are valued at the mean between the last current bid and asked price as of the close of business of that market. Securities may also be valued by independent pricing services which use prices provided by market-makers or estimates of market values obtained from yield data relating to instruments or securities with similar characteristics. When market quotations are not readily available, or are determined not to reflect accurately fair value, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded, but before the Fund calculates its net asset value, the Fund may value these investments at fair value as determined in accordance with the procedures approved by the Fund’s Board of Directors. Short-term investments having a maturity of 60 days or less are valued at amortized cost, which approximates market value.

(b) Repurchase Agreements. When entering into repurchase agreements, it is the Fund’s policy that a custodian take possession of the underlying collateral securities, the value of which at least equals the principal amount of the repurchase transaction, including accrued interest. To the extent that any repurchase transaction exceeds one business day, the value of the collateral is marked-to-market to ensure the adequacy of the collateral. If the seller defaults and the value of the collateral declines or if bankruptcy proceedings are commenced with respect to the seller of the security, realization of the collateral by the Fund may be delayed or limited.

(c) Reverse Repurchase Agreements. The Fund may enter into reverse repurchase agreements in which the Fund sells portfolio securities and agrees to repurchase them from the buyer at a specified date and price. Whenever the Fund enters into a reverse repurchase agreement, the Fund’s custodian delivers liquid assets to the counterparty in an amount at least equal to the repurchase price marked-to-market daily (including accrued interest), and the counterparty subsequently monitors the account to ensure that such equivalent value is maintained. The Fund pays interest on amounts obtained pursuant to reverse repurchase agreements. Reverse repurchase agreements are considered to be borrowings by the Fund. Reverse repurchase agreements involve leverage risk and the risk that the market value of securities purchased with the proceeds from the reverse repurchase agreement may decline below the repurchase price of the securities sold by the Fund which it is obligated to repurchase.

 

4


Notes to Schedule of Investments (unaudited)(continued)

(d) Futures Contracts. The Fund may enter into futures contracts to the extent permitted by its investment policies and objectives. Upon entering into a futures contract, the Fund is required to deposit cash or securities as initial margin. Additional securities are also segregated up to the current market value of the futures contracts. Subsequent payments, which are dependent on the daily fluctuations in the value of the underlying financial instrument, are made or received by the Fund each day (daily variation margin) and are recorded as unrealized gains or losses until the contracts are closed. When the contracts are closed, the Fund records a realized gain or loss equal to the difference between the proceeds from (or cost of) the closing transactions and the Fund’s basis in the contracts. The Fund enters into such contracts typically to hedge a portion of the portfolio. The risks associated wit h entering into futures contracts include the possibility that a change in the value of the contract may not correlate with the changes in the value of the underlying instruments. In addition, investing in futures contracts involves the risk that the Fund could lose more than the original margin deposit and subsequent payments required for a futures transaction.

(e) Loan Participations. The Fund invests in fixed and floating rate loans arranged through private negotiations between a foreign sovereign entity and one or more financial institutions (“lenders”). 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 loan participations, the Fund generally will have no right to enforce compliance by the borrower with the terms of the loan agreement relating to the loan, nor any rights of set-off against the borrower, and the Fund may not benefit directly from any collateral supporting the loan in which it has purchased the participation. As a result, the Fund will assume the credit risk of both the borrower and the lender that is selling the participation. In the event of the insolvency of the lender selling the participation, the Fund may be treated as a general creditor of the lender and may not benefit from any set-off between the lender and the borrower. When the Fund purchases assignments from lenders, the Fund will acquire direct rights against the borrower on the loan, except that under certain circumstances such rights may be more limited than those held by the assigning lender. The Fund may have difficulty disposing of participations/assignments because the market for certain instruments may not be highly liquid.

(f) Credit Default Swaps. The Fund enters into credit default swap contracts (“swaps”) for investment purposes, to manage its credit risk or to add leverage. As a seller in a credit default swap contract, the Fund would be required to pay the notional or other agreed-upon value to the counterparty in the event of a default by a third party, such as a U.S. or foreign corporate issuer, on the referenced debt obligation. In return, the Fund would receive from the counterparty a periodic stream of payments over the term of the contract provided that no event of default has occurred. If no default occurs, the Fund would keep the stream of payments and would have no payment obligations. Such periodic payments are accrued daily and charged to realized gains/(loss).

The Fund may also purchase credit default swap contracts in order to hedge against the risk of default of debt securities held, in which case the Fund would function as the counterparty referenced in the preceding paragraph. As a purchaser of a credit default swap contract, the Fund would receive the notional or other agreed upon value from the counterparty in the event of a default by a third party, such as a U.S. or foreign corporate issuer on the referenced debt obligation. In return, the Fund would make periodic payments to the counterparty over the term of the contract provided no event of default has occurred. Such periodic payments are accrued daily and charged to realized gains/(loss).

5


Notes to Schedule of Investments (unaudited)(continued)

Swaps are marked to market daily by the Fund based upon quotations from market makers and the change in value, if any, is recorded as unrealized appreciation or depreciation. For a credit default swap sold by the Fund, payment of the agreed upon amount made by the Fund in the event of default of the referenced debt obligation is recorded as the cost of the referenced debt obligation purchased/received. For a credit default swap purchased by the Fund, the agreed upon amount received by the Fund in the event of default of the referenced debt obligation is recorded as proceeds from sale/delivery of the referenced debt obligation and the resulting gain or loss realized on the referenced debt obligation is recorded as such by the Fund.

(g) Credit, Exchange Rate, and Market Risk. The yields of emerging market debt obligations reflect, among other things, perceived credit and market risk. The Fund’s investment in securities rated below investment grade typically involves risks not associated with higher rated securities including, among others, overall greater risk of timely and ultimate payment of interest and principal, greater market price volatility and less liquid secondary market trading. The consequences of political, social, economic or diplomatic changes may have disruptive effects on the market prices of investments held by the Fund. The Fund’s investment in non-dollar-denominated securities may also result in foreign currency losses caused by devaluations and exchange rate fluctuations.

(h) Investment Transactions. Investment transactions are recorded on a trade date basis.

2. Investments

At January 31, 2005, the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were substantially as follows:


Gross unrealized appreciation    $35,906,867  
Gross unrealized depreciation  (699,774 ) 



Net unrealized appreciation  $35,207,093  

 

6


Notes to Schedule of Investments (unaudited)(continued)

At January 31, 2005, the Fund had the following open reverse repurchase agreements:

FACE
AMOUNT
SECURITY
VALUE

$ 50,375,000
Reverse Repurchase Agreement with JPMorgan Chase & Co.,
dated 2/19/04 bearing 1.400% to be repurchased at $51,090,045 on 2/18/05,
collateralized by: $55,000,000 Russian Federation, 5.000% due 3/31/30;
Market value (including accrued interest) - $58,757,913
$ 50,375,000
20,127,079
Reverse Repurchase Agreement with JPMorgan Chase & Co.,
dated 7/8/04 bearing 1.100% to be repurchased at $20,351,552 on 7/8/05,
collateralized by: $18,000,000 Federative Republic of Brazil, C Bond,
8.000% due 4/15/14; Market value (including accrued interest) - $18,863,501
20,127,079
26,097,125
Reverse Repurchase Agreement with UBS Financial Services Inc.,
dated 10/13/04 bearing 1.750% to be repurchased at $26,560,168 on 10/13/05,
collateralized by: $25,000,000 United Mexican States, Medium-Term Notes,
8.300% due 8/15/31; Market value (including accrued interest) - $31,321,177
26,097,125
34,350,000
Reverse Repurchase Agreement with JPMorgan Chase & Co.,
dated 12/16/04 bearing 1.95% to be repurchased at $35,029,128 on 12/16/05,
collateralized by: $30,000,000 Federative Republic of Brazil, C Bond,
8.000% due 4/15/14; Market value (including accrued interest) - $31,439,169
34,350,000
25,670,000
Reverse Repurchase Agreement with JPMorgan Chase & Co.,
dated 12/31/04 bearing 2.450% to be repurchased at $26,307,650 on 12/31/05,
collateralized by: $20,000,000 PEMEX Project Funding Master Trust,
9.500% due 9/15/27; Market value (including accrued interest) - $26,429,558
25,670,000
29,136,047
Reverse Repurchase Agreement with JPMorgan Chase & Co.,
dated 1/31/05 bearing 1.000% to be repurchased at $29,431,454 on 2/1/06,
collateralized by: $25,000,000 Federative Republic of Brazil, C Bond,
8.000% due 4/15/14; Market value (including accrued interest) - $26,199,307
29,136,047
50,812,861
Reverse Repurchase Agreement with JPMorgan Chase & Co.,
dated 2/2/05 bearing 2.450% to be repurchased at $52,075,067 on 2/2/06,
collateralized by: $38,000,000 Federative Republic of Brazil,
12.250% due 3/6/30; Market value (including accrued interest) - $51,160,649
50,812,861

Total Reverse Repurchase Agreements (Cost - $236,568,112)
$ 236,568,112



Transactions in reverse repurchase agreements for the Fund during the period ended January 31, 2005 were as follows:

Average 
Weighted
Maximum 
Daily 
Average
Amount 
Balance 
Interest Rate
Outstanding 



$205,381,513 
1.71%
$356,917,704 

 

7


Notes to Schedule of Investments (unaudited)(continued)

Interest rates on reverse repurchase agreements ranged from 1.00% to 2.45% during the period ended January 31, 2005.

At January 31, 2005, the Fund had the following open futures contracts:

 
# of 
Expiration 
Basis 
Market 
Unrealized 
 
Contracts 
Date 
Value 
Value 
Gain 

Contracts to sell: 
U.S. Treasury 10 Year 
     Notes 
2,500 
3/05 
$280,888,803 
$280,664,062 
$224,741 


At January 31, 2005, the Fund had the following credit default swap agreements outstanding:


Swap Counterparty:   
CS First Boston International
 
Effective Date:   
1/13/05
 
Notional Amount:   
$10,000,000 Fixed Rate 4.430%
 
Termination Date:   
1/20/15
 
Unrealized Depreciation as of 1/31/05:   
$(76,066)
 
`

At January 31, 2005, the Fund held loan participations with a total cost of $1,944,527 and a total market value of $1,932,789.

8



ITEM 2.    CONTROLS AND PROCEDURES. 
       
    (a)      The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a- 3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the disclosure controls and procedures required by Rule 30a-3(b) under the 1940 Act and 15d-15(b) under the Securities Exchange Act of 1934
 
    (b)      There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the registrant’s last fiscal quarter that have materially affected, or are likely to materially affect the registrant’s internal control over financial reporting.
       
ITEM 3.   EXHIBITS.
       
    Certifications pursuant to Rule 30a-2(a) under the Investment Company Act of 1940, as amended, are attached hereto.
 


SIGNATURES

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

Salomon Brothers Emerging Markets Debt Fund Inc.

 

 
By /s/ R. Jay Gerken  

 
R. Jay Gerken
Chief Executive Officer
 
 
Date
 March 30, 2005  
 
 

 

 


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

 

 
By /s/ R. Jay Gerken  

 
R. Jay Gerken
Chief Executive Officer
 
 
Date
 March 30, 2005  
 
 



 
By /s/ Frances M. Guggino  

 
Frances M. Guggino
Chief Financial Officer
 
 
Date
 March 30, 2005