Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary proxy statement [X] Definitive proxy statement [ ] Definitive additional materials [ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12 Salomon Brothers Emerging Markets Floating Rate Fund Inc. (Name of Registrant as Specified in its Charter) Judith C. Loomis Name of Person Filing Proxy Statement Payment of Filing Fee (Check appropriate box): [X] No fee required [ ] Fee computed on table below per Exchange Act Rules 14a- 6(i)(4) and 0-11. (1) Title of each class of securities to which the transaction applies: (2) Aggregate number of securities to which transactions applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11:1 (4) Proposed maximum aggregate value of transaction: [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. (1) Amount previously paid: (2) Form, schedule or registration statement no.: (3) Filing party: (4) Date filed: SALOMON BROTHERS EMERGING MARKETS FLOATING RATE FUND INC. 125 BROAD STREET, NEW YORK, NEW YORK 10004 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS May 20, 2003 To the Stockholders: The Annual Meeting of Stockholders (the "Meeting") of Salomon Brothers Emerging Markets Floating Rate Fund Inc. (the "Fund") will be held at Citigroup Center, 153 E. 53rd Street, 14th Floor Conference Center, New York, New York, on Thursday, June 19, 2003 at 3:30 p.m., New York time, for the purposes of considering and voting upon the following: 1. The election of Directors (Proposal 1); and 2. Any other business that may properly come before the Meeting. The close of business on May 2, 2003 has been fixed as the record date for the determination of stockholders entitled to notice of and to vote at the Meeting. By Order of the Board of Directors, Christina T. Sydor Secretary - -------------------------------------------------------------------------------- TO AVOID UNNECESSARY EXPENSE OF FURTHER SOLICITATION, WE URGE YOU TO INDICATE VOTING INSTRUCTIONS ON THE ENCLOSED PROXY, DATE AND SIGN IT AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED, NO MATTER HOW LARGE OR HOW SMALL YOUR HOLDINGS MAY BE. - -------------------------------------------------------------------------------- INSTRUCTIONS FOR SIGNING PROXY CARDS The following general rules for signing proxy cards may be of assistance to you and avoid the time and expense to the Fund involved in validating your vote if you fail to sign your proxy card properly. 1. Individual Accounts: Sign your name exactly as it appears in the registration on the proxy card. 2. Joint Accounts: Either party may sign, but the name of the party signing should conform exactly to a name shown in the registration. 3. All Other Accounts: The capacity of the individual signing the proxy card should be indicated unless it is reflected in the form of registration. For example: REGISTRATION VALID SIGNATURE ------------ --------------- CORPORATE ACCOUNTS - ------------------ (1) ABC Corp. ................................................... ABC Corp. (by John Doe, Treasurer) (2) ABC Corp. ................................................... John Doe, Treasurer (3) ABC Corp., c/o John Doe, Treasurer .......................... John Doe (4) ABC Corp. Profit Sharing Plan ............................... John Doe, Trustee TRUST ACCOUNTS - -------------- (1) ABC Trust ................................................... Jane B. Doe, Trustee (2) Jane B. Doe, Trustee, u/t/d 12/28/78 ........................ Jane B. Doe CUSTODIAL OR ESTATE ACCOUNTS - ---------------------------- (1) John B. Smith, Cust., f/b/o John B. Smith, Jr. UGMA ......... John B. Smith (2) John B. Smith ............................................... John B. Smith, Jr., Executor SALOMON BROTHERS EMERGING MARKETS FLOATING RATE FUND INC. 125 BROAD STREET, NEW YORK, NEW YORK 10004 ---------------- PROXY STATEMENT This proxy statement is furnished in connection with a solicitation by the Board of Directors of Salomon Brothers Emerging Markets Floating Rate Fund Inc. (the "Fund") of proxies to be used at the Annual Meeting of Stockholders of the Fund to be held at Citigroup Center, 153 E. 53rd Street, 14th Floor Conference Center, New York, New York, on Thursday, June 19, 2003 at 3:30 p.m. New York time (and at any adjournment or adjournments thereof) for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders. This proxy statement and the accompanying form of proxy are first being mailed to stockholders on or about May 20, 2003. Stockholders who execute proxies retain the right to revoke them in person at the Meeting or by written notice received by the Secretary of the Fund at any time before they are voted. Unrevoked proxies will be voted in accordance with the specifications thereon and, unless specified to the contrary, will be voted FOR the election of Directors. The close of business on May 2, 2003 has been fixed as the record date for the determination of stockholders entitled to notice of and to vote at the Meeting. Each stockholder is entitled to one vote for each full share and an appropriate fraction of a vote for each fractional share held. On May 2, 2003, there were 4,298,599 shares of the Fund's common stock outstanding. In accordance with the Fund's By-Laws, a quorum is constituted by the presence in person or by proxy of the holders of record of a majority of the outstanding shares of the Fund's common stock entitled to vote at the Meeting. In the event that a quorum is not present at the Meeting, or in the event that a quorum is present but sufficient votes to approve any of the proposals are not received, the persons named as proxies may propose one or more adjournments of the Meeting to a date not more than 120 days after the original record date to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of a majority of those shares represented at the Meeting in person or by proxy. The persons named as proxies will vote those proxies which they are entitled to vote FOR or AGAINST any such proposal in their discretion. A stockholder vote may be taken on one or more of the proposals in this proxy statement prior to any such adjournment if sufficient votes have been received for approval. Salomon Brothers Asset Management Inc ("SBAM"), whose principal business address is 399 Park Avenue, New York, New York 10022, is the Fund's investment adviser and administrator. SBAM is an indirect wholly-owned subsidiary of Citigroup Inc. PROPOSAL 1: ELECTION OF DIRECTORS In accordance with the Fund's Charter, the Fund's Board of Directors is divided into three classes: Class I, Class II and Class III. At the Meeting, stockholders will be asked to elect two Class II Directors and two Class III Directors. The terms of office of the Class II and Class III Directors expire at the year 2006 and 2004 Annual Meetings of Stockholders, respectively, or thereafter in each case when their respective successors are duly elected and qualified. The effect of these staggered terms is to limit the ability of other entities or persons to acquire control of the Fund by delaying the replacement of a majority of the Board of Directors. The persons named in the accompanying form of proxy intend to vote at the Meeting (unless directed not to vote) FOR the election of the nominees named below. One Director previously serving in Class II, Heath B. McLendon, resigned as Chairman and Director of the Fund in order to serve as Chairman of the Equity Research Policy Committee of Smith Barney Inc. Mr. R. Jay Gerken is currently serving as a Director, having been nominated and elected by the Board of Directors at a meeting held September 11, 2002, in order to fill the vacancy resulting from Mr. McLendon's resignation. Mr. Gerken has been nominated by the Board of Directors to be elected at the Meeting to serve as a Class II Director. Ms. Colman and Mr. Cronin were nominated by the Board of Directors at a meeting held December 19, 2002 to be elected to serve as Class III Directors. Mr. Gelb is currently a member of the Board of Directors and has previously been elected as a Director by the Fund's stockholders. The nominees have indicated that they will serve if elected, but if any nominee should be unable to serve, the proxy will be voted for any other person determined by the persons named in the proxy in accordance with their judgment. The following table provides information concerning the nominees for election as Directors of the Fund: NUMBER OF PORTFOLIOS ADVISED BY SBAM AND PRINCIPAL OVERSEEN BY OTHER OCCUPATION(S) DIRECTOR DIRECTORSHIPS NAME, ADDRESS POSITION(S) HELD LENGTH OF DURING PAST (INCLUDING HELD BY AND AGE* WITH FUND TIME SERVED 5 YEARS THE FUND) DIRECTOR - ------------------------------- ---------------- ----------- ------------------------- ----------- -------------------------- CLASS II DIRECTORS NON-INTERESTED DIRECTOR NOMINEE Leslie H. Gelb Director and Since 1994 President, 32 Britannica.com; The Council on Member of The Council on Director of two Foreign Relations the Audit Foreign Relations; registered 58 East 68th Street Committee formerly, Columnist, investment New York, NY 10021 Deputy Editorial companies advised Age: 65 Page Editor and by Advantage Advisers, Inc. Editor, Op-Ed Page, The New York Times. INTERESTED DIRECTOR NOMINEE +R. Jay Gerken Director and Since 2002 Managing Director 225 SBFM; TIA; 399 Park Avenue Co-Chairman of SBAM and The Travelers New York, NY 10022 Citigroup Global Investment Age: 51 Markets Inc. ("CGM"); Management Chairman, President and Company. Chief Executive Officer of Smith Barney Fund Management LLC ("SBFM"); President of Travelers Investment Adviser, Inc. ("TIA"). - ---------- + Mr. Gerken is an "interested person" as defined in the Investment Company Act of 1940, as amended (the "1940 Act"), because he is a Managing Director of SBAM and a director and/or officer of affiliates of SBAM, the Fund's investment adviser. 2 NUMBER OF PORTFOLIOS ADVISED BY SBAM AND PRINCIPAL OVERSEEN BY OTHER OCCUPATION(S) DIRECTOR DIRECTORSHIPS NAME, ADDRESS POSITION(S) HELD LENGTH OF DURING PAST (INCLUDING HELD BY AND AGE* WITH FUND TIME SERVED 5 YEARS THE FUND) DIRECTOR - ---------------------------------- ---------------- ----------- ------------------------- ----------- ------------------------ CLASS III DIRECTORS NON-INTERESTED DIRECTOR NOMINEES Carol L. Colman N/A N/A President, Colman 32 None Colman Consulting Consulting Co., Inc. Co., Inc. 278 Hawley Road North Salem, NY 10560 Age: 57 Daniel Cronin N/A N/A Associate General 32 None Pfizer Inc. Counsel, Pfizer Inc. 235 East 42nd Street New York, NY 10017 Age: 57 The following table provides information concerning the remaining Directors of the Fund: NUMBER OF PORTFOLIOS ADVISED BY SBAM AND PRINCIPAL OVERSEEN BY OTHER OCCUPATION(S) NOMINEE DIRECTORSHIPS NAME, ADDRESS POSITION(S) HELD LENGTH OF DURING PAST (INCLUDING HELD BY AND AGE* WITH FUND TIME SERVED 5 YEARS THE FUND) NOMINEE - ------------------------------- ------------------ ------------- ----------------------- ------------- ------------------ CLASS I DIRECTORS NON-INTERESTED DIRECTORS Jeswald W. Salacuse Director and Since 1994 Henry J. Braker 32 None Tufts University Member of Professor of The Fletcher School of Law the Audit Commercial Law and & Diplomacy Committee formerly Dean, The Packard Avenue Fletcher School of Medford, MA 02155 Law & Diplomacy, Age: 65 Tufts University. Dr. Riordan Roett Director and Since 1995 Professor and 32 The Latin America The Johns Hopkins University Member of Director, Latin Equity Fund, Inc. 1710 Massachusetts Ave., NW the Audit American Studies Washington, DC 20036 Committee Program, Paul H. Age: 64 Nitze School of Advanced International Studies, The Johns Hopkins University. - ---------- * Upon attainment of age 80, Fund Directors are required to change to emeritus status. Directors emeritus are entitled to serve in emeritus status for a maximum of 10 years, during such time they are paid 50% of the annual retainer fee and meeting fees otherwise applicable to Fund Directors together with reasonable out-of-pocket expenses for each meeting attended. 3 The following table provides information concerning the dollar range of equity securities owned beneficially by each Director and nominee for election as Director as of December 31, 2002: DOLLAR RANGE OF EQUITY AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN ALL FUNDS OVERSEEN NAME OF DIRECTOR/NOMINEE SECURITIES IN THE FUND BY DIRECTOR/NOMINEE AND ADVISED BY SBAM - ---------------------------------- ------------------------ ------------------------------------------------------------------ NON-INTERESTED DIRECTORS/NOMINEES Carol L. Colman None over $100,000 Daniel Cronin None $10,001 - $50,000 Leslie H. Gelb $1 - $10,000 $1 - $10,000 Dr. Riordan Roett None $1 - $10,000 Jeswald W. Salacuse $1 - $10,000 $10,001 - $50,000 INTERESTED DIRECTOR/NOMINEE *R. Jay Gerken $10,001-$50,000 over $100,000 - ---------- * Mr. Gerken is an "interested person" as defined in the 1940 Act. No Director or nominee for election as Director who is not an "interested person" of the Fund as defined in the 1940 Act, nor any immediate family member of such persons, had any interest in SBAM, the Fund's investment adviser, or any person or entity (other than the Fund) directly or indirectly controlling, controlled by, or under common control with SBAM as of May 2, 2003. RESPONSIBILITIES OF THE BOARD OF DIRECTORS The Board of Directors is responsible for ensuring that the Fund is managed in the best interest of its stockholders. The Directors oversee the Fund's business by, among other things, meeting with the Fund's management and evaluating the performance of the Fund's service providers including SBAM, the custodian, the transfer agent and the administrator. As part of this process, the Directors consult with the Fund's independent auditors and with their own separate independent counsel. The Board of Directors has four regularly scheduled meetings each year and additional meetings are scheduled as needed. During the fiscal year ended February 28, 2003, the Board of Directors met five times. Each Director attended at least 75% of the aggregate number of meetings of the Board and the committees for which he was eligible. In addition, the Board has an audit committee which meets periodically during the year and whose responsibilities are described below. The Directors regularly review the Fund's financial statements, performance and market price as well as the quality of the services being provided to the Fund. As part of this process, the Directors review the Fund's fees and expenses to determine if they are reasonable and competitive in light of the services being received and while also ensuring that the Fund continues to have access to high quality services in the future. Based on these reviews, the Directors periodically make suggestions to the Fund's management and monitor to ensure that responsive action is taken. The Directors also monitor potential conflicts of interest among the Fund, SBAM and its affiliates and other funds and clients managed by SBAM to ensure that the Fund is managed in a manner which is in the best interest of the Fund's stockholders. At May 2, 2003, directors and officers of the Fund as a group owned beneficially less than 1% of the outstanding shares of the Fund's common stock. To the knowledge of the Fund's management, no person owned 4 of record, or owned beneficially, more than 5% of the Fund's outstanding shares of common stock at that date, except that Cede & Co., a nominee for participants in Depository Trust Company, held of record 4,009,037 shares, equal to approximately 93.26% of the outstanding shares of the Fund's common stock. The Fund's executive officers are chosen each year at the meeting of the Board of Directors of the Fund immediately following the Annual Meeting of Stockholders, to hold office until the meeting of the Board following the next Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. In addition to Mr. Gerken, the Fund's Chairman, the executive officers of the Fund currently are: POSITION(S) HELD WITH LENGTH OF PRINCIPAL OCCUPATION(S) NAME, ADDRESS AND AGE FUND TIME SERVED DURING PAST 5 YEARS - ------------------------------- ----------------------------- ------------- --------------------------------------- Peter Wilby President Since 2002 Managing Director of CGM and SBAM CGM Executive Vice 1994-2002 since January 1998. 399 Park Avenue President New York, NY 10022 Age: 44 James Craige Executive Vice Since 1999 Managing Director of CGM and SBAM CGM President since December 1998; Director of CGM 399 Park Avenue and SBAM since January 1998 and New York, NY 10022 Vice President of CGM and SBAM from Age: 34 May 1992 to January 1998. Lewis E. Daidone Executive Vice Since 1998 Managing Director of CGM; Director and CGM President and Senior Vice President of SBFM and TIA. 125 Broad Street, 11th Floor Chief Administrative Officer New York, NY 10004 Age: 45 Thomas Flanagan Executive Vice Since 1994 Managing Director of CGM and SBAM CGM President since December 1998; Prior to December 399 Park Avenue 1998, Director of CGM and SBAM. New York, NY 10022 Age: 50 Frances M. Guggino Controller Since 2002 Vice President of Citigroup Asset CGM Management. 125 Broad Street New York, NY 10004 Age: 45 Christina T. Sydor Secretary Since 1998 Managing Director of CGM; General CGM Counsel and Secretary of SBFM and TIA. 300 First Stamford Place Stamford, CT 06902 Age: 52 The Fund's Audit Committee is composed entirely of Directors who are not "interested persons" of the Fund, SBAM or its affiliates within the meaning of the 1940 Act, and who are "independent" as defined in the New York Stock Exchange listing standards. The Fund's Audit Committee is composed of Messrs. Gelb and Salacuse and Dr. Roett. The principal functions of the Audit Committee are: (i) to recommend to the Board the appointment of the Fund's independent auditors; (ii) to review with the independent auditors the scope and anticipated cost of their audit; and (iii) to receive and consider a report from the independent auditors concerning their conduct of the 5 audit, including any comments or recommendations they might want to make in that connection. This Committee met twice during the fiscal year ended February 28, 2003. The Fund has no nominating or compensation committees. The Fund adopted an Audit Committee Charter at a meeting held on May 23, 2000. REPORT OF THE AUDIT COMMITTEE Pursuant to a meeting of the Audit Committee on April 21, 2003, the Audit Committee reports that it has: (i) reviewed and discussed the Fund's audited financial statements with management; (ii) discussed with PricewaterhouseCoopers LLP ("PwC"), the independent auditors to the Fund, the matters (such as the quality of the Fund's accounting principals and internal controls) required to be discussed by Statement on Auditing Standards No. 61; and (iii) received written confirmation from PwC that it is independent and written disclosures regarding such independence as required by Independence Standards Board Standard No. 1, and discussed with PwC the auditors' independence. Based on the review and discussions referred to in items (i) through (iii) above, the Audit Committee recommended to the Board of Directors (and the Board has approved) that the audited financial statements be included in the Fund's annual report for the Fund's fiscal year ended February 28, 2003. A representative of PwC will be available by telephone at the Meeting to answer appropriate questions and will have an opportunity to make a statement if he or she chooses to do so. Under the federal securities laws, the Fund is required to provide to stockholders in connection with the Meeting information regarding compensation paid to the Directors by the Fund, as well as by the various other investment companies advised by SBAM. The following table provides information concerning the compensation paid from the Fund to each Director during the fiscal year ended February 28, 2003 and the total compensation paid to each Director during the calendar year ended December 31, 2002. Certain of the Directors listed below are members of the Fund's Audit Committee and other committees of certain other investment companies advised by SBAM and its affiliates, and accordingly, the amounts provided in the table include compensation for service on such committees. The Fund does not provide any pension or retirement benefits to Directors. In addition, no remuneration was paid during the fiscal year ended February 28, 2003 by the Fund to Mr. Gerken, who is an "interested person" as defined in the 1940 Act. TOTAL COMPENSATION AGGREGATE FROM THE FUND AND COMPENSATION OTHER FUNDS FROM THE FUND ADVISED BY SBAM FOR THE FISCAL AND ITS AFFILIATES FOR YEAR ENDED CALENDAR YEAR ENDED NAME OF DIRECTORS 2/28/03 12/31/02 - ------------------------------ ---------------- ---------------------- DIRECTORSHIPS(A) Leslie H. Gelb ............... $7,900 $81,700(32) Dr. Riordan Roett ............ $7,900 $93,400(32) Jeswald W. Salacuse* ......... $8,000 $90,300(32) - ------------ (A) The numbers in parentheses indicate the applicable number of investment company directorships held by that Director. During the Fund's last fiscal year, total compensation paid by the Fund to a Director emeritus totaled $3,550. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities Exchange Act of 1934 and Section 30(h) of the 1940 Act in combination require the Fund's Directors and officers, persons who own more than 10% of the Fund's common stock, SBAM 6 and its directors and officers, to file reports of ownership and changes in ownership with the Securities and Exchange Commission and the New York Stock Exchange, Inc. The Fund believes that all relevant persons have complied with applicable filing requirements during its most recently completed fiscal year except that timely Form 3 filings may not have been made by Anthony Pace, Ross Margolies, Virgil Cumming, Wendy Murdock, Mark Kleinman and William Arnold. However, during the Fund's fiscal year ended December 31, 2002, no purchases or sales were made by any of the foregoing people and, with the exception of Anthony Pace, who is no longer employed by SBAM, they have each subsequently filed Forms 3. REQUIRED VOTE Directors are elected by a plurality of the votes cast by the holders of shares of the Fund's common stock present in person or represented by proxy at a meeting at which a quorum is present. For purposes of the election of Directors, abstentions and broker non-votes will not be considered votes cast, and do not affect the plurality vote required for directors. THE DIRECTORS, INCLUDING THE DIRECTORS WHO ARE NOT "INTERESTED PERSONS," UNANIMOUSLY RECOMMEND THAT THE STOCKHOLDERS VOTE "FOR" THE NOMINEES FOR DIRECTOR. FEES PAID TO INDEPENDENT ACCOUNTANTS AUDIT FEES. The fees for the annual audit of the Fund's financial statements by PricewaterhouseCoopers LLP ("PwC") for the fiscal year ended February 28, 2003 were $53,000. FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES. There were no fees billed for financial information systems design and implementation services rendered by PwC to the Fund, SBAM, and entities controlled by or affiliated with SBAM that provide services to the Fund for the fiscal year ended February 28, 2003. ALL OTHER FEES. The aggregate fees billed for all other non-audit services, including fees for tax-related services, rendered by PwC to the Fund, SBAM, and entities controlled by or affiliated with SBAM that provide services to the Fund for the fiscal year ended February 28, 2003 were $15,000. The Fund's Audit Committee has determined that provision of these non-audit services is compatible with maintaining the independence of PwC. PROPOSALS TO BE SUBMITTED BY STOCKHOLDERS All proposals by stockholders of the Fund which are intended to be presented at the Fund's next Annual Meeting of Stockholders to be held in 2004 must be received by the Fund for inclusion in the Fund's proxy statement and proxy relating to that meeting no later than January 20, 2004. Any stockholder who desires to bring a proposal at the Fund's 2004 Annual Meeting of Stockholders without including such proposal in the Fund's proxy statement must deliver written notice thereof to the Secretary of the Fund (addressed to Salomon Brothers Emerging Markets Floating Rate Fund Inc., 125 Broad Street, New York, New York 10004) during the period from March 22, 2004 to April 21, 2004. OTHER INFORMATION The Fund's Annual Report containing financial statements for the fiscal year ended February 28, 2003 is available free of charge by writing to the Fund c/o Salomon Brothers Asset Management Inc at the address listed on the front cover, or by calling toll-free 1-888-777-0102. 7 EXPENSES OF PROXY SOLICITATION The costs of preparing, assembling and mailing material in connection with this solicitation of proxies will be borne by the Fund. Proxies may also be solicited personally by officers of the Fund and by regular employees of SBAM or its affiliates, or other representatives of the Fund or by telephone or telegraph, in addition to the use of mails. Brokerage houses, banks and other fiduciaries may be requested to forward proxy solicitation material to their principals to obtain authorization for the execution of proxies, and will be reimbursed by the Fund for such out-of-pocket expenses. OTHER BUSINESS The Board of Directors of the Fund does not know of any other matter which may come before the Meeting. If any other matter properly comes before the Meeting, it is the intention of the persons named in the proxy to vote the proxies in accordance with their judgment on that matter. May 20, 2003 8 SALOMON BROTHERS EMERGING MARKETS FLOATING RATE FUND INC. PROXY SOLICITED ON BEHALF OF THE DIRECTORS The undersigned hereby appoints R. Jay Gerken, Lewis E. Daidone, Robert A. Vegliante and Judith C. Loomis, and each of them, attorneys and proxies for the undersigned, with full power of substitution and revocation to represent the undersigned and to vote on behalf of the undersigned all shares of Salomon Brothers Emerging Markets Floating Rate Fund Inc. (the "Fund") which the undersigned is entitled to vote at the Annual Meeting of Stockholders of the Fund to be held at Citigroup Center, 153 E. 53rd Street, 14th Floor Conference Center, New York, New York on Thursday, June 19, 2003, at 3:30 p.m., and at any adjournments thereof. The undersigned hereby acknowledges receipt of the Notice of Annual Meeting and accompanying Proxy Statement and hereby instructs said attorneys and proxies to vote said shares as indicated hereon. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Meeting. A majority of the proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so present, then that one) shall have and may exercise all of the power and authority of said proxies hereunder. The undersigned hereby revokes any proxy previously given. THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL 1. Please refer to the Proxy Statement for a discussion of the Proposal. (CONTINUED ON REVERSE SIDE) ANNUAL MEETING OF STOCKHOLDERS OF SALOMON BROTHERS EMERGING MARKETS FLOATING RATE FUND INC. JUNE 19, 2003 PLEASE DATE, SIGN AND MAIL YOUR PROXY CARD IN THE ENVELOPE PROVIDED AS SOON AS POSSIBLE. PLEASE DETACH AND MAIL IN THE ENVELOPE PROVIDED. - -------------------------------------------------------------------------------- THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X] - -------------------------------------------------------------------------------- 1. Election of Directors (Class III to serve until the year 2004 Annual Meeting and Class II to serve until the year 2006 Annual Meeting). NOMINEES [ ] FOR ALL NOMINEES [ ] (01) Carol L. Colman (Class III) [ ] (02) Daniel P. Cronin (Class III) [ ] WITHHOLD Authority [ ] (03) Jay Gerken (Class II) FOR ALL NOMINEES [ ] (04) Leslie H. Gelb (Class II) [ ] FOR ALL EXCEPT (See instructions below) INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark - ------------ "FOR ALL EXCEPT" and fill in the circle next to each nominee you wish to withhold, as shown here: [X] - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- To change the address on your account, please check the box at right and indicate your new address in the address space above. [ ] Please note that changes to the registered name(s) on the account may not be submitted via this method. - -------------------------------------------------------------------------------- 2. Any other business that may properly come before the meeting. Proxies are authorized to vote in their discretion on any other business as may properly come before the meeting or any adjournments thereof. Signature of Stockholder Date --------------------------- -------------------- Signature of Stockholder Date --------------------------- -------------------- NOTE: This proxy must be signed exactly as the name appears hereon. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.