Edgar Filing: EMERGING MARKETS INCOME FUND II INC

SCHEDULE 14A INFORMATION
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )

[X] Filed by the Registrant
[ ] Filed by a Party other than the Registrant
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

THE EMERGING MARKETS INCOME FUND II INC

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it is determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.
[ ] 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:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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THE EMERGING MARKETS INCOME FUND II INC
125 BROAD STREET, NEW YORK, NEW YORK 10004

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

August 21, 2002

To the Stockholders:

The Annual Meeting of Stockholders (the "Meeting") of The Emerging Markets
Income Fund II Inc (the "Fund") will be held at 388 Greenwich Street, 26th
Floor, Conference Room N, New York, New York, on Thursday, September 19, 2002,
at 3:30 p.m., New York time, for the purposes of considering and voting upon:

1. The election of Directors (Proposal 1); and

2. Any other business that may properly come before the Meeting.

The close of business on August 6, 2002 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

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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.
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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

THE EMERGING MARKETS INCOME FUND II INC

125 BROAD STREET, NEW YORK, NEW YORK 10004

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PROXY STATEMENT

This proxy statement is furnished in connection with a solicitation by the
Board of Directors of The Emerging Markets Income Fund II Inc (the "Fund") of
proxies to be used at the Annual Meeting of Stockholders of the Fund (the
"Meeting") to be held at 388 Greenwich Street, 26th Floor, Conference Room N,
New York, New York, on Thursday, September 19, 2002 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 August 21, 2002. 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 August 6, 2002 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 August 6, 2002, there
were 23,605,349 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.

PIMCO Funds Advisors LLC ("PIMCO Advisors"), whose principal business
address is 1345 Avenue of the Americas, New York, New York 10105, is the Fund's
investment manager.

Salomon Brothers Asset Management Inc ("SBAM"), whose principal business
address is 388 Greenwich Street, New York, New York 10013, is the Fund's
investment adviser. 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 to hold office until
the year 2005 Annual Meeting of Stockholders or thereafter when their
respective successors are duly elected and qualified. The terms of office of
the Class I and Class III Directors expire at the year 2004 and 2003 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. All of the nominees for election are currently members of the Fund's
Board of Directors and have previously been elected a Director by the Fund's
stockholders. Each nominee has indicated that he 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. As of April 20, 2001, Charles F. Barber became a Director emeritus*
of the Fund.

The following table provides information concerning the nominees for
election as Class II Directors of the Fund:

NUMBER OF
PORTFOLIOS
ADVISED BY
SBAM,(1)
SBAM AND PIMCO
ADVISORS,(2)
AND PIMCO
ADVISORS(3)
PRINCIPAL AND OVERSEEN
POSITION(S) OCCUPATION(S) BY NOMINEE OTHER
NAME, ADDRESS HELD WITH LENGTH OF DURING PAST (INCLUDING DIRECTORSHIPS
AND AGE FUND TIME SERVED 5 YEARS THE FUND) HELD BY NOMINEE
------------------------------- -------------- ----------- ---------------------------- -------------- -----------------

NON-INTERESTED DIRECTOR NOMINEE

Jeswald W. Salacuse Director and Since Henry J. Braker Professor of 13(1) Director of two
Tufts University Member of 1993 Commercial Law and formerly 6(2) registered
The Fletcher School the Audit Dean, The Fletcher School of 1(3) investment
of Law & Diplomacy Committee Law & Diplomacy, Tufts companies
Packard Avenue University. advised by
Medford, MA 02155 Advantage
Age: 64 Advisers, Inc.
("Advantage").
INTERESTED DIRECTOR NOMINEE

Heath B. McLendon** Director and Since Managing Director of SBAM 185(1) None
Salomon Smith Barney Inc. Co-Chairman 1998 and Salomon Smith Barney 6(2)
125 Broad Street Inc. ("SSB"); Chairman, 0(3)
New York, NY 10004 President, Chief Executive
Age: 68 Officer and Director of
Smith Barney Fund Management
LLC ("SBFM") and Travelers
Investment Adviser, Inc.
("TIA"); Director of the
Travelers Investment
Management Company and Citi
Fund Management Inc.

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* 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.
** Mr. McLendon 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, the Fund's investment adviser.
(1) Number of portfolios advised by SBAM or affiliates of SBAM.
(2) Number of portfolios advised by SBAM or affiliates of SBAM and PIMCO
Advisors or affiliates of PIMCO Advisors.
(3) Number of portfolios advised by PIMCO Advisors or affiliates of PIMCO
Advisors.

The following table provides information concerning the remaining
Directors of the Fund:

NUMBER OF
PORTFOLIOS
ADVISED BY
SBAM,(1)
SBAM AND PIMCO
ADVISORS,(2)
AND PIMCO
ADVISORS(3)
PRINCIPAL AND OVERSEEN
POSITION(S) OCCUPATION(S) BY DIRECTOR OTHER
NAME, ADDRESS HELD WITH LENGTH OF DURING PAST (INCLUDING DIRECTORSHIPS
AND AGE FUND TIME SERVED 5 YEARS THE FUND) HELD BY DIRECTOR
------------------------------- -------------- ----------- ---------------------------- -------------- ------------------

CLASS I DIRECTORS SERVING UNTIL THE 2004 ANNUAL MEETING OF STOCKHOLDERS

NON-INTERESTED DIRECTORS

Leslie H. Gelb Director and Since President, The Council on 13(1) Britannica.com,
The Council on Member of 1994 Foreign Relations; formerly 6(2) Director of two
Foreign Relations the Audit Columnist, Deputy Editorial 0(3) registered
58 East 68th Street Committee Page Editor and Editor, Op- investment
New York, NY 10021 Ed Page, The New York Times. companies advised
Age: 64 by Advantage.

Dr. Riordan Roett Director and Since Professor and Director, 13(1) The Latin America
The Johns Hopkins University Member of 1995 Latin American Studies 6(2) Equity Fund, Inc.
1740 Massachusetts Ave. NW the Audit Program, Paul H. Nitze 0(3)
Washington, DC 20036 Committee School of Advanced
Age: 63 International Studies,
The Johns Hopkins
University.

CLASS III DIRECTOR SERVING UNTIL THE 2003 ANNUAL MEETING OF STOCKHOLDERS

INTERESTED DIRECTOR

Stephen J. Treadway* Director and Since Managing Director of 0(1) None
PIMCO Funds Co-Chairman 2000 Allianz Dresdner Asset 6(2)
Distributors LLC Management of America L.P. 56(3)
2187 Atlantic Street, ("ADAMA") (formerly, PIMCO
Suite 100 Advisors L.P.); Managing
Stamford, CT 06902 Director and Chief Executive
Age: 54 Officer of PIMCO Funds
Distributors LLC ("PFD")
since May 1996; Managing
Director and Chief
Executive Officer, PIMCO
Advisors.

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* Mr. Treadway is an "interested person" as defined in the 1940 Act because
he is a director and/or officer of PIMCO Advisors, the Fund's investment
manager.
(1) Number of portfolios advised by SBAM or affiliates of SBAM.
(2) Number of portfolios advised by SBAM or affiliates of SBAM and PIMCO
Advisors or affiliates of PIMCO Advisors.
(3) Number of portfolios advised by PIMCO Advisors or affiliates of PIMCO
Advisors.

The following table provides information concerning the dollar range of
equity securities owned beneficially by each Director and nominee for election
as Director:

DOLLAR RANGE OF EQUITY AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN ALL FUNDS
NAME OF DIRECTOR/NOMINEE SECURITIES IN THE FUND OVERSEEN BY DIRECTOR/NOMINEE AND ADVISED BY SBAM
--------------------------------- ------------------------ ----------------------------------------------------------

NON-INTERESTED DIRECTORS/NOMINEES
Leslie H. Gelb None $1 - $10,000
Dr. Riordan Roett None None
Jeswald W. Salacuse $1 - $10,000 $10,001 - $50,000

INTERESTED DIRECTORS/NOMINEES
*Heath B. McLendon $1 - $10,000 over $100,000
*Stephen J. Treadway None None

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* Messrs. McLendon and Treadway are "interested persons" 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
PIMCO Advisors, the Fund's investment manager, or any person or entity (other
than the Fund) directly or indirectly controlling, controlled by, or under
common control with SBAM and/or PIMCO Advisors as of May 1, 2002.

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 PIMCO
Advisors, 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. 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, PIMCO Advisors, SBAM and their
affiliates and other funds and clients managed by PIMCO Advisors and/or SBAM to
ensure that the Fund is managed in a manner which is in the best interest of
the Fund's stockholders.

At August 6, 2002, 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 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 22,548,026 shares, equal to approximately 95.52%
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 Messrs. McLendon and Treadway, the Fund's
Co-Chairmen, the executive officers of the Fund 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 SSB and SBAM
Salomon Smith Barney Inc. Executive Vice President 1993-2002 since January 1996.
388 Greenwich Street
New York, NY 10013
Age: 43

Lewis E. Daidone Chief Administrative Since 2002 Managing Director of SSB; Chief Financial
Salomon Smith Barney Inc. Officer Officer of the Smith Barney Mutual Funds;
125 Broad Street, 11th Floor Director and Senior Vice President of SBFM
New York, NY 10004 Executive Vice 1998-2002 and TIA.
Age: 44 President and Treasurer

Irving David Chief Financial Since July 2002 Director of SSB.
Salomon Smith Barney Inc. Officer and Treasurer
125 Broad Street, 10th Floor
New York, NY 10004 Controller May-July 2002
Age: 41

James E. Craige Executive Vice President Since 1999 Managing Director of SSB and SBAM since
Salomon Smith Barney Inc. December 1998; Director of SSB and SBAM
388 Greenwich Street since January 1998 and Vice President of
New York, NY 10013 SSB and SBAM from May 1992 to January 1998.
Age: 33

Thomas K. Flanagan Executive Vice President Since 1994 Managing Director of SSB and SBAM since
Salomon Smith Barney Inc. December 1998; Prior to December 1998,
388 Greenwich Street Director of SSB and SBAM.
New York, NY 10013
Age: 49

Newton B. Schott, Jr. Executive Vice President Since 1997 Chief Administrative Officer, Managing
PIMCO Funds Distributors LLC Director and General Counsel of PFD;
2187 Atlantic Street, Suite 100 Managing Director and Chief Legal Officer
Stamford, CT 06902 of PIMCO Advisors.
Age: 60

Brian S. Shlissel Executive Vice President Since 2002 Senior Vice President of ADAMA since July
PIMCO Funds Advisors LLC 1999; Vice President of Mitchell Hutchins
1345 Avenue of the Americas Asset Management (1993-1999).
New York, NY 10105
Age: 37

Frances M. Guggino Controller Since 2002 Vice President, Citigroup Asset
Salomon Smith Barney Inc. Management.
125 Broad Street, 10th Floor
New York, NY 10004
Age: 40

Christina T. Sydor Secretary Since 1998 Managing Director of SSB; General Counsel
Salomon Smith Barney Inc. and Secretary of SBFM and TIA.
300 First Stamford Place
Stamford, CT 06902
Age: 51

The Fund's Audit Committee is composed entirely of Directors who are not
"interested persons" of the Fund, PIMCO Advisors, SBAM or their 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 audit,
including any comments or recommendations they might want to make in that
connection. This Committee met twice during the fiscal year ended May 31, 2002.
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 July 24, 2002, 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 principles 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
that the audited financial statements be included in the Fund's annual report
for the Fund's fiscal year ended May 31, 2002.

During the fiscal year ended May 31, 2002, the Board of Directors held
four regular meetings and one special meeting. Each Director attended at least
75% of the aggregate number of meetings of the Board and the committee for
which he was eligible.

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 PIMCO Advisors and/or SBAM. The following table provides
information concerning the compensation paid from the Fund to each Director
during the fiscal year ended May 31, 2002 and the total compensation paid to
each Director during the calendar year ended December 31, 2001. Certain of the
Directors listed below are members of the Fund's Audit Committee and other
committees of certain other investment companies advised by PIMCO Advisors
and/or 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 May 31, 2002 by
the Fund to Messrs. McLendon and Treadway who are "interested persons" as
defined in the 1940 Act.

TOTAL COMPENSATION FROM THE FUND AND OTHER FUNDS
AGGREGATE COMPENSATION FROM THE FUND FOR ADVISED BY SBAM AND ITS AFFILIATES FOR
NAME OF DIRECTORS THE FISCAL YEAR ENDED 5/31/02 THE CALENDAR YEAR ENDED 12/31/01
------------------------------ ------------------------------------------ -------------------------------------------------
DIRECTORSHIPS(A)

Leslie H. Gelb ............... $8,500 $51,700(10)
Dr. Riordan Roett ............ $8,500 $83,600(10)
Jeswald W. Salacuse* ......... $8,500 $83,600(10)

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(A) The numbers in parentheses indicate the applicable number of investment
company directorships held by that Director.

* Mr. Salacuse also was compensated $8,150 during the calendar year ended
December 31, 2001 for his services as director of Municipal Advantage
Fund Inc. which is managed by PIMCO Advisors.

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, PIMCO Advisors, SBAM, and
their respective directors and officers, to file reports of ownership and
changes in ownership with the Securities and Exchange Commission ("SEC") and the
New York Stock Exchange, Inc. Such persons are required by SEC regulations to
furnish the Fund with copies of all such filings. Based solely upon its review
of the copies of such filings received by it and certain other information
received by it, the Fund believes that, for the fiscal year ended May 31, 2002,
all filing requirements applicable to such persons were complied with except
that timely Form 3 filings may not have been made for Leslie H. Gelb, Thomas K.
Flanagan, Anthony Pace, Ross S. Margolies, Virgil Cumming and Wendy Murdock.
However, during the Fund's fiscal year ended May 31, 2002, no purchases and
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 Form 3s.

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. Fees for the annual audit of the Fund's financial statements
by PricewaterhouseCoopers LLP ("PwC") for the fiscal year ended May 31, 2002
were $50,000.

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, PIMCO Advisors and entities
controlled by or affiliated with SBAM and PIMCO Advisors that provide services
to the Fund for the fiscal year ended May 31, 2002.

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, PIMCO Advisors and entities controlled by or affiliated with SBAM and/or
PIMCO Advisors that provide services to the Fund for the fiscal year ended May
31, 2002 were $3,208,144. 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 2003
must be received by the Fund for inclusion in the Fund's proxy statement and
proxy relating to that meeting no later than April 23, 2003. Any stockholder
who desires to bring a proposal at the Fund's 2003 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 The
Emerging Markets Income Fund II Inc, 125 Broad Street, New York, New York
10004) during the period from June 21, 2003 to July 21, 2003.

OTHER INFORMATION

The Fund's Annual Report containing financial statements for the fiscal
year ended May 31, 2002 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.

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,
PIMCO Advisors or their 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.

August 21, 2002

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PROXY

THE EMERGING MARKETS INCOME FUND II INC

PROXY SOLICITED ON BEHALF OF THE DIRECTORS

The undersigned hereby appoints Heath B. McLendon, Robert A. Vegliante,
Robert M. Nelson, Judith C. Loomis and Lewis E. Daidone, 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 The Emerging Markets Income Fund II Inc (the "Fund") which the
undersigned is entitled to vote at the Annual Meeting of Stockholders of the
Fund to be held at 388 Greenwich Street, 26th Floor, Conference Room N, New
York, New York on Thursday, September 19, 2002, at 3:30 p.m., and at any
adjournments thereof. The undersigned hereby acknowledges receipt of the Notice
of 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 THE ELECTION
OF THE NOMINEES AS DIRECTORS. PLEASE REFER TO THE PROXY STATEMENT FOR A
DISCUSSION OF THE PROPOSALS.

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SEE REVERSE (CONTINUED ON REVERSE SIDE) SEE REVERSE
SIDE SIDE
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PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!

ANNUAL MEETING OF STOCKHOLDERS
THE EMERGING MARKETS INCOME FUND II INC

SEPTEMBER 19, 2002

Please Detach and Mail in the Envelope Provided
--------------------------------------------------------------------------------

PLEASE MARK YOUR,
A [X] VOTES AS IN THIS
EXAMPLE.

WITHHOLD
FOR authority to vote
nominees for the nominees
listed at right listed at right

1. ELECTION OF CLASS II DIRECTORS [ ] [ ]

To serve until the year 2005 Annual Meeting of Stockholders:

(INSTRUCTION: To withhold authority to vote for any individual nominee, write
the name of the nominee on the line below.)

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NOMINEES:

(1) Jeswald W. Salacuse
(2) Heath B. McLendon

2. Any other
business that may properly come before the Meeting.

3. I will be attending the Meeting. [ ]

Please complete, sign and date hereon and mail in accompanying postpaid
envelope.

Signature Date , 2002
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Signature Date , 2002
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(IF JOINTLY HELD)

NOTE: Please sign this proxy exactly as your name appears on this Proxy. If
joint owners, EITHER may sign this Proxy. When signing as attorney, executor,
administrator, trustee, guardian or corporate officer, please give your full
title.
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