EMERGING MARKETS INCOME FUND II INC
N-30D, 1995-11-13
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                                                                October 27, 1995
                          The Emerging Markets
                          Income Fund II Inc

To Our Shareholders:

The net asset value of the  Emerging  Markets  Income Fund II Inc rose to $10.99
per share as of August 31, 1995. Dividends of $0.4125 per share were paid during
the quarter. The total investment return, based on net asset value per share for
the quarter,  assuming  reinvestment  of dividends in  additional  shares of the
Fund,  was 6.2% compared with an increase of 4.4% in the Salomon  Brothers Brady
Bond Index.  The Fund's  primary  investment  objective  is to seek high current
income  through  investments  in selected  debt  securities  of emerging  market
countries.

Emerging Markets

Emerging  Markets regained  stability in the three-month  period ended in August
following the extreme  volatility of the first five months of the year.  For the
three months ended in August,  the Salomon Brothers Brady Bond Index appreciated
4.4% as investors focused on the fundamentals in individual countries and looked
beyond the short-term  effects of Mexico's peso  devaluation at the end of 1994.
The important  developments for the market during the Fund's most recent quarter
included successful  financings by Argentina and a continuation of the recession
in  Mexico.  Investors  continue  to move  back  into  the  market  based on the
encouraging level of stability over the past three months.

Country Analysis

The largest  holdings of foreign  government  debt  securities in the Fund, as a
percentage  of total  assets on August 31,  were in  Argentina  (15.5%),  Brazil
(13.2%), Morocco (10.3%) and Poland (10.1%).

Argentina:  The country successfully  returned to the capital markets with major
debt  underwritings  denominated in deutschmarks  and yen during the Fund's most
recent quarter.  These financings will be used, in part, to finance  repurchases
of Argentine public debt.

Brazil:  President  Cardoso  continued  to  successfully  guide his  package  of
constitutional  reforms  through  the  Brazilian  Congress.  In  July,  Standard
& Poor's  raised  its foreign  currency  rating on Brazil to single  B-plus from
single  B,  reflecting  the  success  of  the  Cardoso   administration  in  its
anti-inflation efforts.

Morocco: The Moroccan economy continued to struggle with the effects of a severe
drought.  The World Bank approved a $100 million emergency  agricultural loan to
aid this stricken sector of the economy. Moroccan GDP is expected to contract in
1995 due to the effects of the drought.  Current  estimates from the Ministry of
Finance call for a contraction of  approximately  5% in the Moroccan  economy in
1995.

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Poland:  The market continues to upgrade its assessment of Poland's prospects in
light of its investment grade credit rating.  Inflation continued to fall during
the recent quarter reflecting the decline in food prices and the strength of the
zloty.

Annual Shareholders Meeting

The Fund held its annual  shareholders  meeting on September  18,  1995.  At the
meeting,  shareholders elected each of the nominees proposed for election to the
Fund's Board of Directors and ratified the selection of Price  Waterhouse LLP as
the   independent   accountants  of  the  Fund.  The  following  table  provides
information concerning the matters voted on at the meeting.

1. Election of Directors

         Nominees          Votes For        Votes Against
         ------------------------------------------------
         Riordan Roett     20,509,498       409,751
         Leslie H. Gelb    20,508,878       410,371

2.  Ratification of Price  Waterhouse LLP as the Independent  Accountants of the
    Fund

         Votes For         Votes Against    Votes Abstained   Unvoted
         ------------------------------------------------------------
         20,540,174        150,059          229,014           5

We  encourage  you to read the  financial  statements  that  follow for  further
details  about  the  Fund's  investments.  A  recorded  update  of  developments
affecting  emerging  markets  debt  securities  is  available  by calling  (800)
421-4777.

                                  Cordially,


         Alan H. Rappaport                      Michael S. Hyland
         Chairman of the Board                  President


                                       2

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Statement of Investments August 31, 1995 (Unaudited)

<TABLE>
<CAPTION>
BONDS -- 119.9%
- ------------------------------------------------------------------------------------------------------
   Principal
    Amount
   000's(a)                                                                                  Value
- ------------------------------------------------------------------------------------------------------
<S>               <C>                                                                     <C>   
                  U.S. CORPORATE BOND -- 1.9%
      10,000      General Electric Capital Corp., Global Medium-Term Note,
                    38.2%, 10/29/96**,***(b)............................................. $  4,625,000
                                                                                          ------------

                  ARGENTINA - 24.3%
       5,000      Bridas Corp., 12.5%, 11/15/99***.......................................    4,850,000
      69,800      Republic of Argentina, Floating Rate Bond, Series L,
                    7.3125%, 3/31/05**,***...............................................   42,708,875
 Peso 10,246      Republic of Argentina, Bocon, Pre III, Floating Rate Note,
                    3.8955%, 9/01/02**,***...............................................    4,017,886
  Peso 7,841      Republic of Argentina, Bocon, Pre I, Floating Rate Note, 
                    3.9016%, 4/01/01**,***...............................................    3,756,603
       6,500      Republic of Argentina, Par Bond, 5%, 3/31/23**,***.....................    3,067,188
                                                                                          ------------
                  TOTAL ARGENTINA........................................................   58,400,552
                                                                                          ------------

                  BRAZIL - 21.4%
       6,000      Aracruz Celulose S.A., 10.375%, 1/31/02***.............................    5,670,000
      30,796      Federal Republic of Brazil, Capitalization Bond, 8%, 4/15/14**,***(c)..   15,301,575
      28,000      Federal Republic of Brazil, Investment Bond, 6%, 9/15/13***............   13,816,180
      10,000      Federal Republic of Brazil, Par Bond, Series YL3, 4.25%, 4/15/24**,***.    4,543,750
       5,000      Federal Republic of Brazil, Par Bond, Series YL4, 4.25%, 4/15/24**,***.    2,271,875
      18,000      Federal Republic of Brazil, "New" New Money Bond, Series L, 
                    7.3125%, 4/15/09**,***...............................................    9,832,500
                                                                                          ------------
                  TOTAL BRAZIL...........................................................   51,435,880
                                                                                          ------------

                  BULGARIA - 4.6%
       7,000      Republic of Bulgaria, Interest Arrears Bond, 6.75%, 7/28/11**,***......    3,080,000
       5,782      Republic of Bulgaria, Discount Bond, Tranche A, 6.75%, 7/28/24**,***...    2,905,474
      19,500      Republic of Bulgaria, Front Loaded Interest Reduction Bond, 
                    Series A, 2%, 7/28/12**..............................................    5,070,000
                                                                                          ------------
                  TOTAL BULGARIA.........................................................   11,055,474
                                                                                          ------------

                  COSTA RICA - 5.1%
       1,053      Costa Rica, Interest Bond, Series B, 6.7656%, 5/21/05**,***............      747,739
       8,400      Costa Rica, Principal Bond, Series A, 6.25%, 5/21/10***................    4,368,000
      16,000      Costa Rica, Principal Bond, Series B, 6.25%, 5/21/15***................    7,200,000
                                                                                          ------------
                  TOTAL COSTA RICA.......................................................   12,315,739
                                                                                          ------------

                  ECUADOR - 5.1%
       2,072      Republic of Ecuador, Interest Equalization Bond, 6.75%, 12/21/04**,***.    1,206,867
      11,598      Republic of Ecuador, Past Due Interest Bond, 6.8125%, 2/28/15**(c).....    3,783,832
      21,000      Republic of Ecuador, Par Bond, 3%, 2/28/25**,***.......................    6,851,250
       1,000      Republic of Ecuador, Discount Bond, 6.8125%, 2/28/25**.................      495,000
                                                                                          ------------
                  TOTAL ECUADOR..........................................................   12,336,949
                                                                                          ------------

</TABLE>
                See accompanying notes to financial statements.

                                        3
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Statement of Investments August 31, 1995 (Continued) (Unaudited)

<TABLE>
<CAPTION>
BONDS (continued)
- ------------------------------------------------------------------------------------------------------
   Principal
    Amount
   000's(a)                                                                                  Value
- ------------------------------------------------------------------------------------------------------
<S>               <C>                                                                     <C>   
                  HUNGARY - 4.6%
      13,250      National Bank of Hungary, 8.875%, 11/01/13***.......................... $ 10,997,500
                                                                                          ------------

                  INDONESIA - 2.6%
       3,000      Indah Kiat Finance, 12.5%, 6/15/06***..................................    3,060,000
       3,000      Tjiwi Kimia International Finance Co., 13.25%, 8/01/01***..............    3,195,000
                                                                                          ------------
                  TOTAL INDONESIA........................................................    6,255,000
                                                                                          ------------

                  MEXICO - 7.9%
       3,000      Grupo Industrial Durango, 12.0%, 7/15/01***............................    2,685,000
       5,000      Hylsa S.A., 11%, 2/23/98***............................................    4,875,000
      18,650      United Mexico States, Par Bond, Series B, 6.25%, 12/31/19***
                    (including 18,650,000 rights expiring 6/30/03).......................   11,318,219
                                                                                          ------------
                  TOTAL MEXICO...........................................................   18,878,219
                                                                                          ------------

                  PANAMA - 5.0%
      15,000      Republic of Panama, Floating Rate Note, 7.25%, 5/10/02**,***...........   11,896,875
                                                                                          ------------

                  PHILIPPINES - 6.5%
      20,000      Republic of the Philippines, Front-Loaded Interest Reduction Bond,
                    Series B, 5%, 6/01/08**,***..........................................   15,575,000
                                                                                          ------------

                  POLAND - 14.6%
       2,857      Republic of Poland, Discount Bond, 7.125%, 10/27/24**,***..............    2,174,891
      53,530      Republic of Poland, Past Due Interest Bond, 3.25%,
                    10/27/14**,***.......................................................   32,753,669
                                                                                          ------------
                  TOTAL POLAND...........................................................   34,928,560
                                                                                          ------------

                  SOUTH AFRICA - 0.8%
   ZAL 9,000      Republic of South Africa Notes, 12%, 2/28/05...........................    2,015,877
                                                                                          ------------

                  TRINIDAD AND TOBAGO - 4.6%
       5,750      Trinidad and Tobago Notes, 11.5%, 11/20/97***..........................    6,037,500
       5,000      Trinidad and Tobago Notes, 9.75%, 11/03/00***..........................    4,900,000
                                                                                          ------------
                  TOTAL TRINIDAD AND TOBAGO..............................................   10,937,500
                                                                                          ------------

</TABLE>

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Statement of Investments August 31, 1995 (Continued) (Unaudited)

<TABLE>
<CAPTION>
BONDS (continued)
- ------------------------------------------------------------------------------------------------------
   Principal
    Amount
   000's(a)                                                                                  Value
- ------------------------------------------------------------------------------------------------------
<S>               <C>                                                                     <C>   
                  URUGUAY - 1.9%
       3,750      Uruguay Debt Conversion Note, Series B, 6.75%, 2/18/07**,***........... $  2,662,500
       3,000      Uruguay New Money Note, 6.875%, 2/18/06**..............................    1,893,750
                                                                                          ------------
                  TOTAL URUGUAY..........................................................    4,556,250
                                                                                          ------------

                  VENEZUELA - 9.0%
      10,000      Bariven, 10.625%, 3/17/02***...........................................    9,375,000
       7,250      Republic of Venezuela, Front-Loaded Interest Reduction Bond,
                    Series A, 7.3125%, 3/31/07**,***.....................................    3,665,781
      12,000      Republic of Venezuela, Front-Loaded Interest Reduction Bond,
                    Series B, 7%, 3/31/07**,***..........................................    6,067,500
       5,000      Republic of Venezuela, Par Bond, Series A, 6.75%, 3/31/20***
                    (including 25,000 warrants expiring 3/31/20).........................    2,528,125
                                                                                          ------------
                  TOTAL VENEZUELA........................................................   21,636,406
                                                                                          ------------
                  TOTAL BONDS (cost $319,154,770)........................................  287,846,781
                                                                                          ------------

LOAN PARTICIPATIONS -- 17.9%
- ------------------------------------------------------------------------------------------------------
      20,000      Bank for Foreign Economics, Vnesheconombank*
                    (Participation: Morgan Stanley, Chase Manhattan Bank, New York)+.....    6,350,000
         833      Government of Jamaica, Tranche A, 6.6875%, 10/15/00**
                    (Participation: Chase Manhattan Bank, New York)+.....................      745,830
       8,000      Kingdom of Morocco, Floating Rate, 6.6875%, 1/01/09**,***
                    (Participation: Chase Manhattan Bank, Morgan Guaranty
                    Trust Company of New York)+..........................................    4,890,000
      44,000      Kingdom of Morocco, Tranche B, Floating Rate, 6.6875%, 
                    1/01/04** (Participation: Chase Manhattan Bank, 
                    Morgan Stanley Emerging Markets, Inc.)+..............................   30,855,000
                                                                                          ------------
                  TOTAL LOAN PARTICIPATIONS
                    (cost $49,466,116)...................................................   42,840,830
                                                                                          ------------
                  TOTAL INVESTMENTS (cost $368,620,886)..................................  330,687,611
                                                                                          ------------
</TABLE>

                See accompanying notes to financial statements.



                                        5
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Statement of Investments August 31, 1995 (Continued) (Unaudited)

<TABLE>
<CAPTION>
REPURCHASE AGREEMENT -- 1.5%
- ------------------------------------------------------------------------------------------------------
   Principal
    Amount
   000's(a)                                                                                  Value
- ------------------------------------------------------------------------------------------------------
<S>               <C>                                                                     <C>   
       3,662      State Street Bank and Trust Company, 5.55%, cost $3,662,000, 
                    dated 8/31/95, $3,662,565 due 9/01/95, (collateralized by 
                    $3,510,000 U.S. Treasury Note, 7.125%, due 9/30/99, 
                    valued at $3,738,150)................................................ $  3,662,000
                                                                                          ------------
                  LIABILITIES IN EXCESS OF OTHER ASSETS - (39.3%)........................  (94,248,972)
                                                                                          ------------
                  NET ASSETS - 100.0% (equivalent to $10.99 per share on
                    21,857,134 common shares outstanding)................................ $240,100,639
                                                                                          ============

<FN>
(a) Principal denominated in U.S. dollars unless otherwise indicated.

(b) The Fund's proceeds at maturity for General  Electric  Capital Corp. will be
    increased or decreased by the percentage change in the Mexican Spot Tesobono
    rate versus the U.S.  dollars  between the date of maturity  and the date of
    issuance of the Note. 

    The  Note's interest rate resets quarterly based on the 91 day Mexican Cetes
    Rate.

(c) Payment-in-kind   security  for  which  part  of  the  interest   earned  is
    capitalized as additional principal.

*   Non-income producing. Security is currently in default.

**  Rate shown reflects  current rate on instrument  with variable rates or step
    coupon rates.

*** All or a portion of the security is segregated  as collateral  pursuant to a
    loan agreement. See Note 5.

+   Participation  interests  were acquired  through the financial  institutions
    indicated parenthetically. See Note 6.

ZAL -South African Rand.

</FN>
</TABLE>
                See accompanying notes to financial statements.

                                       6

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Statement of Assets and Liabilities August 31, 1995 (Unaudited)

Assets

Investments, at value (cost -- $368,620,886).....................  $330,687,611
Cash.............................................................           989
Repurchase agreement.............................................     3,662,000
Interest receivable..............................................    11,243,299
Unamortized organization expenses................................        71,833
Prepaid expenses.................................................        15,276
                                                                   ------------
      Total assets...............................................   345,681,008
                                                                   ------------

Liabilities

Loan payable (Note 5)............................................   100,000,000
Payable for compensated foreign currency contracts...............     2,682,528
Accrued interest expense on loan.................................     2,478,819
Accrued management fee (Note 3)..................................       242,560
Other accrued expenses...........................................       176,462
                                                                   ------------
      Total liabilities..........................................   105,580,369
                                                                   ------------

Net Assets

Common Stock ($.001 par value, authorized 100,000,000 shares;
  21,857,134 shares outstanding).................................        21,857
Additional paid-in  capital......................................   305,610,764
Distribution in excess of investment income......................    (4,294,998)
Accumulated net realized loss on investments.....................   (23,131,624)
Net unrealized depreciation on investments and foreign
  currency translations..........................................   (38,105,360)
                                                                   ------------
      Net assets.................................................  $240,100,639
                                                                   ============
Net Asset Value Per Share ($240,100,639 / 21,857,134 shares).....        $10.99
                                                                         ======


                See accompanying notes to financial statements.



                                        7
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Statement of Operations for the Three Months ended August 31, 1995 (Unaudited)

Net Investment Income  
<TABLE>
<S>                                                                             <C>
Income  
Interest (includes discount accretion of $2,893,667) ........................   $13,184,886 

Expenses
Interest on loan................................................   $1,932,639
Management fee..................................................      702,872
Custodian.......................................................       27,600
Printing........................................................       25,208
Legal...........................................................       28,060
Audit and tax services..........................................       18,308
Listing fees....................................................        8,069
Transfer agent..................................................       10,120
Directors' fees and expenses....................................        4,784
Amortization of organization expenses...........................        6,802
Other...........................................................       33,444     2,797,906
                                                                   ----------   -----------
Net investment income...........................................                 10,386,980
                                                                                -----------

Realized and Unrealized Gain (Loss)
Net Realized Loss on:
   Investments...............................................................   (10,065,694)
   Foreign currency transactions.............................................      (851,033)
                                                                                -----------
                                                                                (10,916,727)
                                                                                -----------

Change in Net Unrealized Appreciation (Depreciation) on:
   Investments...............................................................    14,178,376
   Translation of foreign currency contracts and other assets and liabilities
     denominated in foreign currencies.......................................        96,177
                                                                                -----------
                                                                                 14,274,553
                                                                                -----------
Net realized loss and change in net unrealized appreciation (depreciation)...     3,357,826
                                                                                -----------
Net Increase in Net Assets from Operations...................................   $13,744,806
                                                                                ===========
</TABLE>

                See accompanying notes to financial statements.

                                       8

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Statement of Changes in Net Assets  August 31, 1995

<TABLE>
<CAPTION>
                                                                             Three Months
                                                                                 Ended        Twelve Months
                                                                            August 31, 1995       Ended
                                                                              (Unaudited)      May 31, 1995
- -----------------------------------------------------------------------------------------------------------
<S>                                                                          <C>               <C>
Operations
Net investment income....................................................    $ 10,386,980      $ 37,024,845
Net realized loss on investments and foreign currency transactions.......     (10,916,727)      (25,497,473)
Change in net unrealized appreciation (depreciation).....................      14,274,553       (23,559,467)
                                                                             ------------      ------------
Net increase (decrease) in net assets from operations....................      13,744,806       (12,032,095)
                                                                             ------------      ------------

Dividends and Distributions to Shareholders from
Net investment income....................................................      (9,016,069)      (29,701,991)
Net realized gains.......................................................           --           (6,362,282)
                                                                             ------------      ------------
Total dividends to shareholders..........................................      (9,016,069)      (36,064,273)
                                                                             ------------      ------------

Capital Share Transactions
Offering expenses charged to paid-in capital.............................           --              (13,000)
                                                                             ------------      ------------

Total increase (decrease) in net assets..................................       4,728,737       (48,109,368)

Net Assets
Beginning of period......................................................     235,371,902       283,481,270
                                                                             ------------      ------------
End of period............................................................    $240,100,639      $235,371,902
                                                                             ============      ============
</TABLE>

<TABLE>
Statement of Cash Flows For the Three Months Ended August 31, 1995 (Unaudited)

<S>                                                                                           <C>
Cash Flows from Operating Activities:
Purchases of securities.................................................................      $(51,377,713)
Net sales of short-term investments.....................................................           734,000
Proceeds from sales of securities and principal paydowns................................        49,711,206
                                                                                              ------------
                                                                                                  (932,507)
Net investment income...................................................................        10,386,980
Accretion of discount on investments....................................................        (2,893,667)
Interest on payment-in-kind bond........................................................          (790,359)
Amortization of organization expenses...................................................             6,802
Net change in receivables/payables related to operations................................        (3,088,633)
                                                                                              ------------
Net cash provided by operating activities...............................................         2,688,616
                                                                                              ------------

Cash Flows from Financing Activities:
Dividends paid..........................................................................        (9,016,069)
                                                                                              ------------
Net cash used by financing activities...................................................        (9,016,069)
                                                                                              ------------

Net decrease in cash....................................................................        (6,327,453)
Cash at beginning of period.............................................................         6,328,442
                                                                                              ------------
Cash at end of period...................................................................      $        989
                                                                                              ============

</TABLE>
                See accompanying notes to financial statements.

                                        9

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Notes to Financial Statements (Unaudited)

1.  Organization

    The Emerging  Markets  Income Fund II Inc (the "Fund") was  incorporated  in
Maryland on April 27, 1993 and is registered as a  non-diversified,  closed-end,
management  investment  company  under the  Investment  Company Act of 1940,  as
amended. The Board of Directors authorized 100 million shares of $.001 par value
common stock.

2.  Significant Accounting Policies

The  following  is a summary of  significant  accounting  policies  consistently
followed  by the  Fund  in the  preparation  of its  financial  statements.  

    (a) Securities  valuation.  In valuing the Fund's assets, all securities 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  prices  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 at the close of  business  of that  market.
    However,  where the spread  between bid and asked price exceeds five percent
    of the par value of the  security,  the security is valued at the bid price.
    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. Short-term investments having a maturity of 60 days or less
    are valued at amortized cost, unless the Board of Directors  determines that
    such valuation does not constitute fair value. Securities for which reliable
    quotations are not readily available and all other securities and assets are
    valued at fair value as  determined  in good  faith by, or under  procedures
    established by, the Board of Directors.

    (b) Investment  transactions.  Investment  transactions  are recorded on the
    trade date.  Interest income is accrued on a daily basis. Market discount on
    securities  purchased is accreted on an effective  yield basis over the life
    of the  security.  The Fund  uses the  specific  identification  method  for
    determining realized gain or loss on investments sold.

    (c)  Foreign  currency  translation.  The books and  records of the Fund are
    maintained  in U.S.  dollars.  Portfolio  securities  and other  assets  and
    liabilities  denominated  in foreign  currencies  are  translated  into U.S.
    dollar  amounts  at the date of  valuation  using  the  12:00  noon  rate of
    exchange  reported by Reuters.  Purchases and sales of portfolio  securities
    and  income  and  expense  items  denominated  in  foreign   currencies  are
    translated  into  U.S.  dollars  at  rates  of  exchange  prevailing  on the
    respective  dates of such  transactions.  The Fund  does  not  isolate  that
    portion  of gains  and  losses on  investments  which is due to  changes  in
    foreign exchange rates from that which is due to changes in market prices of
    the  securities.  Such  fluctuations  are included with the net realized and
    unrealized gain or loss from investments.  However, pursuant to U.S. federal
    income tax regulations,  certain net foreign exchange  gains/losses included
    in  realized gain/loss are included in or are a reduction of ordinary income
    for federal income tax purposes.


                                       10

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Notes to Financial Statements (Unaudited) (Continued)

2.   Significant Accounting Policies (Continued)

    (d) Federal  income  taxes.  It is the Fund's  intention  to comply with the
    requirements of the Internal Revenue Code applicable to regulated investment
    companies  and to  distribute  substantially  all of its taxable  income and
    capital gains, if any, to its shareholders. Therefore, no provision has been
    made for federal income taxes.

    (e) Organization expenses.  Organization expenses amounting to $135,000 were
    incurred in connection with the  organization of the Fund.  These costs have
    been deferred and are being  amortized  ratably over a five year period from
    commencement of operations.

    (f) Repurchase agreements.  When entering into repurchase agreements,  it is
    the  Fund's  policy  to  take  possession,  through  its  custodian,  of the
    underlying  collateral and to monitor its value at the time the  arrangement
    is entered into and at all times during the term of the repurchase agreement
    to ensure that it always  equals or exceeds  the  repurchase  price.  In the
    event of default of the obligation to repurchase,  the Fund has the right to
    liquidate  the  collateral  and apply the  proceeds in  satisfaction  of the
    obligation.  Under  certain  circumstances,  in  the  event  of  default  or
    bankruptcy by the other party to the agreement, realization and/or retention
    of the collateral may be subject to legal proceedings.

    (g)   Distribution  of  income  and  gains.   The  Fund  declares  and  pays
    distributions  to  shareholders  quarterly from net investment  income.  Net
    realized  gains,  if any, in excess of loss  carryovers  are  expected to be
    distributed  annually.  Dividends  and  distributions  to  shareholders  are
    recorded on the ex-dividend  date. The amount of dividends and distributions
    from  net  investment  income  and net  realized  gains  are  determined  in
    accordance  with  federal  income tax  regulations,  which may  differ  from
    generally accepted accounting  principles.  These "book/tax" differences are
    either  considered  temporary or  permanent  in nature.  To the extent these
    differences are permanent in nature,  such amounts are  reclassified  within
    the capital accounts based on their federal tax basis  treatment;  temporary
    differences  do not require  reclassification.  Dividends and  distributions
    which  exceed net  investment  income  and net  realized  capital  gains for
    financial  reporting  purposes  but not for tax  purposes  are  reported  as
    dividends in excess of net investment  income or  distributions in excess of
    net realized capital gains. To the extent they exceed net investment  income
    and net realized  capital gains for tax  purposes,  they are reported as tax
    return of capital.

    (h)  Forward  foreign  currency  exchange  contracts.  The Fund  enters into
    forward foreign  currency  exchange  contracts which are marked to market to
    reflect the changes in the  currency  exchange  rates.  The change in market
    value is recorded by the Fund as unrealized  gain or loss.  The Fund records
    realized  gains or losses on  delivery  of the  currency  or at the time the
    forward  contract is extinguished  (compensated)  by entering into a closing
    transaction prior to delivery.

    (i) Cash flow  information.  The Fund invests in securities and  distributes
    dividends from net investment  income and net realized gains from investment
    transactions  which are paid in cash.  These  activities are reported in the
    Statement of Changes in Net Assets.  Additional information on cash receipts
    and cash payments is presented in the Statement of Cash Flows.

                                       11

<PAGE>

T H E   E M E R G I N G   M A R K E T S   I N C O M E   F U N D   I I   I N C


Notes to Financial Statements (Unaudited) (Continued)


3.  Management and Advisory Fees and Other Transactions

    The Fund entered into a management  agreement with Advantage Advisers,  Inc.
(the "Investment Manager"),  a subsidiary of Oppenheimer,  pursuant to which the
Investment Manager, among other things, supervises the Fund's investment program
and monitors the  performance  of the Fund's service  providers.  

    The Investment Manager and the Fund entered into an investment  advisory and
administration  agreement  with  Salomon  Brothers  Asset  Management  Inc  (the
"Investment  Adviser"),  an affiliate of Salomon Brothers Inc, pursuant to which
the Investment Adviser provides investment advisory and administrative  services
to the Fund. The Investment Adviser is responsible on a day-to-day basis for the
management  of the Fund's  portfolio in  accordance  with the Fund's  investment
objectives  and  policies  and  for  making  decisions  to  buy,  sell,  or hold
particular  securities and is responsible for day-to-day  administration  of the
Fund.

    The Fund pays the  Investment  Manager a  monthly  fee at an annual  rate of
1.20% of the Fund's average weekly net assets for its services, out of which the
Investment  Manager pays the Investment  Adviser a monthly fee at an annual rate
of .70% of the Fund's average weekly net assets for its services.

    At August 31, 1995,  Oppenheimer  and the Investment  Adviser each own 3,697
and 4,549 shares of the Fund, respectively. Certain officers and/or directors of
the  Fund  are  officers  and/or  directors  of the  Investment  Manager  or the
Investment Adviser.

    The Fund pays each Director not affiliated  with the  Investment  Manager or
the  Investment  Adviser  a fee of  $5,000  per  year,  plus a fee of  $700  and
reimbursement  for  travel and  out-of-pocket  expenses  for each board  meeting
attended.

4.  Portfolio Activity and Federal Income Tax Status

    Purchases  and  sales  of  investment  securities,   other  than  short-term
investments,  for the year ended  August 31,  1995  aggregated  $37,079,202  and
$42,163,744,  respectively.  The  federal  income  tax cost  basis of the Fund's
investments at August 31, 1995 was $372,833,606.  Gross unrealized  appreciation
and  depreciation   amounted  to  $11,639,447  and  $50,123,442,   respectively,
resulting in a net unrealized depreciation on investments of $38,483,995.

    For the year ended May 31, 1995,  for federal  income tax purposes,  capital
and foreign  currency  losses  incurred after October 31 within the taxable year
are deemed to arise on the first  business day of the Fund's next taxable  year.
The Fund incurred and elected to defer net capital and foreign  currency  losses
of $4,235,371 and $11,172,399, respectively during fiscal 1995. In addition, the
Fund has a capital loss  carryforward as of August 31, 1995 of $7,428,806  which
expires in 2003. To the extent  future  capital gains are offset by such capital
losses,   the  Fund  does  not  anticipate   distributing   such  gains  to  the
shareholders.

5.  Bank Loan 

    The Fund has borrowed $100,000,000 pursuant to a secured loan agreement (the
"Loan  Agreement")  with Morgan Guaranty Trust Company of New York. The interest
rate on the loan is equal to six month LIBOR plus 1-3/8% and the  maturity  date
is November 6, 1995. The collateral for the loan was valued at  $243,219,960  on
August  31,  1995  and is  being  held in a  segregated  account  by the  Fund's
custodian.  In accordance  with the terms of the Loan  Agreement,  the Fund must
maintain a level of collateral to debt of not less than 190%.


                                       12

<PAGE>

T H E   E M E R G I N G   M A R K E T S   I N C O M E   F U N D   I I   I N C


Notes to Financial Statements (Unaudited) (Continued)


6.  Loan Participations/Assignments

    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. The market value of the
Fund's loan participations at August 31, 1995 was $42,840,830.

    In connection with purchasing  participations,  the Fund generally will have
no  right to  enforce  compliance  by the  borrower  with the  terms of the loan
agreement  relating to the loan, nor any rights of set-off against the borrower,
and the Fund may not benefit directly from any collateral supporting the loan in
which it has purchased the participation.  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.

7.  Credit Risk

    The yields of emerging market debt obligations reflect,  among other things,
perceived  credit  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
other currency exchange fluctuations.

8.  Dividend Subsequent to August 31, 1995

    On September 1, 1995,  the Board of Directors of the Fund  declared a common
stock  dividend  of  $0.4125  per  share  from net  investment  income,  payable
September 29, 1995 to shareholders of record September 11, 1995.

9.  Financial Instruments with Off-Balance Sheet Risk

    The  Fund  enters  into  forward  foreign   currency   contracts   ("forward
contracts") to facilitate  settlement of foreign currency denominated  portfolio
transactions  or to manage foreign  currency  exposure  associated  with foreign
currency  denominated  securities.  Forward contracts involve elements of market
risk  in  excess  of  the  amount  reflected  in the  Statement  of  Assets  and
Liabilities.  The Fund bears the risk of an  unfavorable  change in the  foreign
exchange  rate  underlying  the  forward  contract.  Risks may also  arise  upon
entering into these contracts from the potential inability of the counterparties
to meet the  terms of their  contracts.  As of  August  31,  1995,  all  forward
contracts which the Fund has entered into have been compensated by the Fund with
offsetting closing transactions.

    Consistent with its objective to seek high current income,  the Fund invests
in  instruments  whose  values  and  interest  rates may be  linked  to  foreign
currencies, interest rates, indices or some other financial indicator. The value
at maturity or interest  rates for these  instruments  will increase or decrease
according  to  the  change  in the  indicator  to  which  it is  indexed.  These
securities  are  generally  more  volatile  in  nature  and the  risk of loss of
principal or interest is greater.


                                       13

<PAGE>

T H E   E M E R G I N G   M A R K E T S   I N C O M E   F U N D   I I   I N C


Financial Highlights

Data for a share of common stock outstanding throughout the period:

<TABLE>
<CAPTION>
                                                           Three Months      Twelve Months
                                                               Ended             Ended         Period Ended
                                                          August 31, 1995        May 31,          May 31,
                                                            (Unaudited)           1995           1994(a)
- -----------------------------------------------------------------------------------------------------------
<S>                                                            <C>              <C>              <C>    
Net investment income....................................      $ 0.48           $ 1.69           $ 1.22
Net realized gain (loss) and change in
  unrealized appreciation (depreciation) on
  securities and foreign currency translations...........        0.15            (2.24)           (1.03)
                                                               ------           ------           ------
Total from investment operations.........................        0.63            (0.55)            0.19
                                                               ------           ------           ------
Dividends to shareholders from net
  investment income......................................       (0.41)           (1.36)           (1.06)
Dividends to shareholders from net
  realized capital gains.................................          --            (0.29)           (0.14)
Offering costs on issuance of common stock...............          --               --            (0.04)
                                                               ------           ------           ------
Net increase (decrease) in net asset value...............        0.22            (2.20)           (1.05)
Net asset value, beginning of period.....................       10.77            12.97            14.02
                                                               ------           ------           ------
Net asset value, end of period...........................      $10.99           $10.77           $12.97
                                                               ======           ======           ======
Per share market value, end of period....................      $11.88           $11.88           $14.00
Total investment return based on market
  price per share (c)....................................       3.55%           -2.18%            8.29%(b)

Ratios/Supplemental data:
  Net assets, end of period..............................$240,100,639     $235,371,902     $283,481,270
  Ratio of operating expenses to
    average net assets...................................       1.47%(d)         1.45%            1.38%(d)
  Ratio of interest expense to
    average net assets...................................       3.27%(d)         2.96%            1.02%(d)
  Ratio of total expenses to
    average net assets...................................       4.74%(d)         4.41%            2.40%(d)
  Ratio of net investment income to
    average net assets...................................      17.59%(d)        15.42%            8.98%(d)
  Portfolio turnover rate................................      11.36%           58.16%           23.15%
  Bank loan outstanding, end of period...................$100,000,000     $100,000,000     $100,000,000
  Interest rate on bank loan, end of period..............     7.5625%          7.5625%           6.375%
  Weighted average bank loan.............................$100,000,000     $100,000,000     $ 66,348,974
  Weighted average interest rate.........................       7.73%(d)         7.12%            4.87%(d)

<FN>
- ------------

(a) For the period June 25, 1993  (commencement  of operations)  through May 31,
    1994.

(b) Return  calculated  based  on  beginning  period  price of  $14.02  (initial
    offering  price of $15.00 less sales load of $0.98) and end of period market
    value of $14.00 per share. This calculation is not annualized.

(c) Dividends are assumed, for purposes of this calculation, to be reinvested at
    prices obtained under the Fund's dividend reinvestment plan.

(d) Annualized.

</FN>
</TABLE>
                See accompanying notes to financial statements.


                                       14

<PAGE>

T H E   E M E R G I N G   M A R K E T S   I N C O M E   F U N D   I I   I N C


Selected Quarterly Financial Information

Summary of quarterly results of operations (Unaudited):

                                                         Net Realized Gain
                                                        (Loss) & Change in
                                 Net Investment            Net Unrealized
                                    Income           Appreciation (Depreciation)
                                             Per                      Per
Quarters Ended*                 Total       Share       Total        Share
- --------------------------------------------------------------------------------

August 31, 1993**.........     $ 3,644      $.17        $14,086      $  .64

November 30, 1993.........       7,869       .36         17,599         .81

February 28, 1994.........       6,585       .30        (12,663)       (.58)

May 31, 1994..............       8,511       .39        (41,458)      (1.90)

August 31, 1994...........       8,536       .39         (5,787)       (.27)

November 30, 1994.........       9,293       .42        (21,503)       (.98)

February 28, 1995.........       9,157       .42        (53,616)      (2.45)

May 31, 1995..............      10,039       .46         31,849        1.46

August 31, 1995...........      10,387       .48          3,358         .15

- ---------
**Totals expressed in thousands of dollars except per share amounts.

**For the period June 25, 1993  (commencement of operations)  through August 31,
  1993.

                See accompanying notes to financial statements.

                                       15

<PAGE>

T H E   E M E R G I N G   M A R K E T S   I N C O M E   F U N D   I I   I N C

(Left Column)

Directors

CHARLES F. BARBER
  Consultant; formerly Chairman,
  ASARCO Incorporated

LESLIE H. GELB
  President, The Council
  on Foreign Relations

MICHAEL S. HYLAND
  President;
  President, Salomon Brothers
  Asset Management Inc

ALAN H. RAPPAPORT
  Chairman of the Board;
  Executive Vice President,
  Oppenheimer & Co., Inc.

RIORDAN ROETT
  Professor and Director,
  Latin American Studies Program,
  Paul H. Nitze School of Advanced
  International Studies,
  John Hopkins University

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

Officers

ALAN H. RAPPAPORT
  Chairman of the Board

MICHAEL S. HYLAND
  President

PETER J. WILBY
  Executive Vice President

THOMAS FLANAGAN
  Executive Vice President

LAWRENCE H. KAPLAN
  Executive Vice President

ALAN M. MANDEL
  Treasurer

TANA E. TSELEPIS
  Secretary

AMY W. YEUNG
  Assistant Treasurer

LAURIE A. PITTI
  Assistant Treasurer


(Right Column)

The Emerging Markets
Income Fund II Inc

         7 World Trade Center
         New York, New York  10048
         1-800-SALOMON (1-800-725-6666)

INVESTMENT MANAGER
         Advantage Advisers, Inc.
         Oppenheimer Tower
         World Financial Center
         New York, New York  10281

INVESTMENT ADVISER
         Salomon Brothers Asset Management Inc
         7 World Trade Center
         New York, New York  10048

CUSTODIAN
         Brown Brothers Harriman & Co.
         40 Water Street
         Boston, Massachusetts 02109

DIVIDEND DISBURSING AND TRANSFER AGENT
         American Stock Transfer & Trust Company
         40 Wall Street
         New York, New York 10005

INDEPENDENT ACCOUNTANTS
         Price Waterhouse LLP
         New York, New York  10036

LEGAL COUNSEL
         Simpson Thacher & Bartlett
         New York, New York  10017

NEW YORK STOCK EXCHANGE SYMBOL
         EDF

- --------------------------------------------------------------------------------
This report is submitted for the general  information of the shareholders of The
Emerging  Markets  Income Fund II Inc. It is not authorized  for distribution to
prospective  investors unless accompanied or preceded by an effective Prospectus
for the Fund,  which  contains  information  concerning  the  Fund's  investment
policies and expenses as well as other pertinent information.

                                       16

<PAGE>

(Right Column)

The Emerging Markets
Income Fund II Inc


Interim Report

AUGUST 31, 1995

- -------------------------------------------
    The Emerging Markets Income Fund II Inc
    -------------------------------------------




(Left Column)

Salomon Brothers Asset Management
Seven World Trade Center
New York, New York 10048


    BULK RATE
   U.S. POSTAGE
      PAID
STATEN ISLAND, NY
  PERMIT No. 169




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