Edgar Filing: Stone Harbor Emerging Markets Total Income Fund

Stone Harbor Emerging Markets Total Income Fund

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED

MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number: 811-22716

Stone Harbor Emerging Markets Total Income Fund

(Exact name of registrant as specified in charter)

c/o Stone Harbor Investment Partners LP

31 West 52nd Street, 16th Floor

New York, NY 10019

(Address of principal executive offices) (Zip code)

Adam J. Shapiro, Esq.

c/o Stone Harbor Investment Partners LP

31 West 52nd Street, 16th Floor

New York, NY 10019

(Name and address of agent for service)

With copies To:

Michael G. Doherty, Esq.

Ropes & Gray LLP

1211 Avenue of the Americas

New York, NY 10036

Registrant’s telephone number, including area code: (303) 623-2577

Date of fiscal year end: May 31

Date of reporting period: December 1, 2013 – February 28, 2014

Item 1. Schedule of Investments.


Stone Harbor Emerging Markets Total Income Fund		Statement of Investments
		February 28, 2014 (Unaudited)


	Currency	Rate			Maturity Date		Principal Amount*		Market Value (Expressed in U.S. $)
SOVEREIGN DEBT OBLIGATIONS - 88.63%
Argentina - 3.61%
Republic of Argentina:
	USD		7.000	%		04/17/2017		6,330,000	$	5,273,945	⁽¹⁾
	USD		8.750	%		06/02/2017		1,600,000		1,432,000

										6,705,945


Brazil - 15.70%
Nota Do Tesouro Nacional:
	BRL		10.000	%		01/01/2017		20,260,000		8,213,252
	BRL		10.000	%		01/01/2021		30,000,000		11,385,994
	BRL		10.000	%		01/01/2023		25,830,000		9,564,382

										29,163,628


Colombia - 0.35%
Bogota Distrio Capital	COP		9.750	%		07/26/2028		1,130,000,000		653,682	⁽²⁾


Croatia - 1.52%
Croatian Government	USD		6.625	%		07/14/2020		2,565,000		2,819,897	⁽²⁾


Dominican Republic - 3.97%
Dominican Republic International Bond:
	USD		7.500	%		05/06/2021		2,993,000		3,322,230	⁽¹⁾⁽²⁾
	USD		5.875	%		04/18/2024		4,130,000		4,047,400	⁽³⁾

										7,369,630


El Salvador - 0.95%
Republic of El Salvador:
	USD		7.750	%		01/24/2023		310,000		323,950	⁽²⁾
	USD		7.625	%		02/01/2041		1,550,000		1,449,250	⁽²⁾

										1,773,200


Ghana - 1.62%
Republic of Ghana:
	USD		8.500	%		10/04/2017		561,000		579,934	⁽²⁾
	USD		7.875	%		08/07/2023		2,583,000		2,421,304	⁽²⁾

										3,001,238


Guatemala - 0.21%
Guatemala Government Bond	USD		4.875	%		02/13/2028		423,000		394,448	⁽²⁾


Honduras - 0.22%
Honduras Government International Bond	USD		7.500	%		03/15/2024		413,000		405,773	⁽²⁾


Hungary - 2.72%
Republic of Hungary:
	USD		5.375	%		02/21/2023		4,212,000		4,267,644	⁽¹⁾
	USD		5.750	%		11/22/2023		398,000		408,636
	USD		7.625	%		03/29/2041		334,000		379,090

										5,055,370


	Currency	Rate		Maturity Date		Principal Amount*		Market Value (Expressed in U.S. $)
Indonesia - 2.48%
Inter-American Development Bank	IDR		0.000		08/20/2015		37,910,000,000	$	2,945,217	⁽⁴⁾
Republic of Indonesia	USD		4.875%		05/05/2021		1,597,000		1,658,884	⁽¹⁾⁽²⁾

									4,604,101


Iraq - 5.75%
Republic of Iraq	USD		5.800%		01/15/2028		12,396,000		10,691,550	⁽¹⁾⁽²⁾


Ivory Coast - 3.48%
Ivory Coast Government International Bond	USD		7.774%		12/31/2032		7,256,000		6,457,840	^(1)(2)(5)


Mexico - 10.76%
Mexican Bonos:
	MXN		9.500%		12/18/2014		5,511,000		434,689
	MXN		6.250%		06/16/2016		1,818,000		143,732
	MXN		5.000%		06/15/2017		93,300,000		7,150,610
	MXN		8.000%		06/11/2020		36,540,000		3,094,717
	MXN		6.500%		06/09/2022		114,880,000		8,877,821
	MXN		7.500%		06/03/2027		1,736,000		140,789
	MXN		8.500%		05/31/2029		1,652,000		144,207

									19,986,565


Morocco - 0.59%
Moroccan Government	USD		4.250%		12/11/2022		1,127,000		1,093,190	⁽¹⁾⁽³⁾


Mozambique - 2.66%
Republic of Mozambique	USD		6.305%		09/11/2020		5,306,000		4,947,845	⁽¹⁾⁽²⁾


Nigeria - 1.87%
Nigerian Government Bond	NGN		15.100%		04/27/2017		387,000,000		2,414,339
Republic of Nigeria:
	USD		6.375%		07/12/2023		432,000		438,480	⁽³⁾
	USD		6.375%		07/12/2023		614,000		623,210	⁽²⁾

									3,476,029


Panama - 0.46%
Republic of Panama	USD		8.125%		04/28/2034		680,000		853,400


Slovenia - 1.64%
Republic of Slovenia:
	USD		5.500%		10/26/2022		2,561,000		2,684,569	⁽¹⁾⁽²⁾
	USD		5.850%		05/10/2023		337,000		361,685	⁽²⁾

									3,046,254


South Africa - 9.46%
Republic of South Africa:
	ZAR		13.500%		09/15/2015		9,500,000		962,519
	ZAR		8.000%		12/21/2018		38,510,000		3,574,341
	ZAR		7.250%		01/15/2020		147,160,000		13,033,771

									17,570,631


Turkey - 10.43%
Republic of Turkey:
	TRY		6.500%		01/07/2015		1,750,000		764,846
	TRY		8.300%		06/20/2018		3,980,000		1,668,507
	TRY		10.500%		01/15/2020		9,700,000		4,428,142
	USD		5.125%		03/25/2022		1,596,000		1,601,985	⁽¹⁾
	USD		6.250%		09/26/2022		560,000		602,700
	TRY		7.100%		03/08/2023		12,230,000		4,570,514


	Currency	Rate			Maturity Date	Principal Amount*		Market Value (Expressed in U.S. $)
Turkey (continued)
Republic of Turkey: (continued)
	USD		7.375	%	02/05/2025		2,299,000	$	2,609,342	⁽¹⁾
	USD		8.000	%	02/14/2034		1,500,000		1,783,125	⁽¹⁾
	USD		6.875	%	03/17/2036		1,272,000		1,349,910	⁽¹⁾

									19,379,071


Ukraine - 2.98%
Ukraine Government:
	USD		6.580	%	11/21/2016		150,000		134,437	⁽²⁾
	USD		9.250	%	07/24/2017		5,767,000		5,399,354	⁽¹⁾⁽²⁾

									5,533,791


Venezuela - 5.20%
Republic of Venezuela:
	USD		13.625	%	08/15/2018		400,000		372,000	⁽²⁾
	USD		7.750	%	10/13/2019		5,000,000		3,571,533	⁽¹⁾⁽²⁾
	USD		6.000	%	12/09/2020		5,600,000		3,626,000	⁽¹⁾⁽²⁾
	USD		11.750	%	10/21/2026		1,590,300		1,272,240	⁽¹⁾⁽²⁾
	USD		11.950	%	08/05/2031		1,022,200		822,871	⁽²⁾

									9,664,644

TOTAL SOVEREIGN DEBT OBLIGATIONS (Cost $186,403,691)									164,647,722


CORPORATE BONDS - 36.54%
Brazil - 0.93%
ESAL GmbH	USD		6.250	%	02/05/2023		1,304,000		1,209,460	⁽³⁾
Minerva Luxembourg SA	USD		7.750	%	01/31/2023		219,000		218,042	⁽³⁾
Odebrecht Offshore Drilling Finance Ltd.	USD		6.750	%	10/01/2022		279,626		288,365	⁽³⁾

									1,715,867


Chile - 1.17%
GeoPark Latin America Ltd. Agencia en Chile	USD		7.500	%	02/11/2020		625,000		639,797	⁽³⁾
VTR Finance BV	USD		6.875	%	01/15/2024		1,500,000		1,539,687	⁽³⁾

									2,179,484


China - 1.61%
Country Garden Holdings Co. Ltd.	USD		11.125	%	02/23/2018		1,200,000		1,324,500	⁽¹⁾⁽²⁾
Kaisa Group Holdings Ltd.:
	USD		8.875	%	03/19/2018		700,000		701,750	⁽³⁾
	USD		10.250	%	01/08/2020		955,000		964,550	⁽²⁾

									2,990,800


Colombia - 0.39%
Empresas Publicas de Medellin ESP	COP		8.375	%	02/01/2021		500,000,000		250,489	⁽²⁾
Pacific Rubiales Energy Corp.	USD		5.125	%	03/28/2023		497,000		479,294	⁽³⁾

									729,783


Guatemala - 0.56%
Comcel Trust	USD		6.875	%	02/06/2024		1,000,000		1,042,500	⁽³⁾


India - 1.25%
ICICI Bank Ltd.	USD		6.375	%	04/30/2022		600,000		603,000	⁽²⁾⁽⁶⁾
Vedanta Resources PLC:
	USD		6.000	%	01/31/2019		1,000,000		993,750	⁽³⁾
	USD		8.250	%	06/07/2021		500,000		528,437	⁽³⁾


	Currency	Rate			Maturity Date	Principal Amount*		Market Value (Expressed in U.S. $)
India (continued)
Vedanta Resources PLC: (continued)
	USD		7.125	%	05/31/2023		200,000	$	195,175	⁽³⁾

									2,320,362


Indonesia - 1.36%
Berau Coal Energy Tbk PT	USD		7.250	%	03/13/2017		200,000		201,000	⁽²⁾
Indo Energy Finance BV	USD		7.000	%	05/07/2018		200,000		199,750	⁽²⁾
Indo Energy Finance II BV	USD		6.375	%	01/24/2023		1,142,000		952,856	⁽³⁾
Pertamina Persero PT	USD		4.300	%	05/20/2023		1,145,000		1,055,547	⁽¹⁾⁽³⁾
PT Adaro Indonesia	USD		7.625	%	10/22/2019		100,000		106,750	⁽²⁾

									2,515,903


Israel - 0.44%
B Communications Ltd.	USD		7.375	%	02/15/2021		775,000		817,625	⁽³⁾


Kazakhstan - 5.75%
KazMunayGas National Co. JSC:
	USD		6.375	%	04/09/2021		1,000,000		1,091,250	⁽¹⁾⁽²⁾
	USD		4.400	%	04/30/2023		5,921,000		5,587,944	⁽¹⁾⁽³⁾
	USD		5.750	%	04/30/2043		400,000		349,500	⁽³⁾
Zhaikmunai LP	USD		7.125	%	11/13/2019		3,500,000		3,648,750	⁽¹⁾⁽³⁾

									10,677,444


Luxembourg - 0.87%
Puma International Financing SA	USD		6.750	%	02/01/2021		1,607,000		1,619,165	⁽³⁾


Mexico - 1.47%
Cemex Finance LLC	USD		9.375	%	10/12/2022		2,000,000		2,285,750	⁽¹⁾⁽³⁾
Metalsa SAB de CV	USD		4.900	%	04/24/2023		481,000		443,422	⁽³⁾

									2,729,172


Nigeria - 0.87%
Afren PLC	USD		10.250	%	04/08/2019		1,406,000		1,616,900	⁽³⁾


Peru - 2.68%
Ajecorp BV	USD		6.500	%	05/14/2022		1,555,000		1,522,928	⁽¹⁾⁽³⁾
Cia Minera Ares SAC	USD		7.750	%	01/23/2021		850,000		875,500	⁽³⁾
Southern Copper Corp.	USD		5.250	%	11/08/2042		3,000,000		2,580,195	⁽¹⁾

									4,978,623


Russia - 4.44%
Alfa Bank OJSC Via Alfa Bond Issuance PLC	USD		7.500	%	09/26/2019		1,500,000		1,582,500	⁽¹⁾⁽³⁾
Evraz Group SA	USD		6.750	%	04/27/2018		1,500,000		1,489,687	⁽¹⁾⁽³⁾
Far East Capital Ltd. SA	USD		8.000	%	05/02/2018		1,034,000		935,770	⁽³⁾
Severstal OAO Via Steel Capital SA	USD		5.900	%	10/17/2022		2,000,000		1,947,500	⁽¹⁾⁽³⁾
Vimpel Communications Via VIP Finance Ireland Ltd. OJSC	USD		7.748	%	02/02/2021		1,000,000		1,075,000	⁽²⁾
Wind Acquisition Finance SA	USD		12.250	%	07/15/2017		1,167,375		1,219,907	⁽³⁾⁽⁷⁾

									8,250,364


Ukraine - 0.10%
Ferrexpo Finance PLC	USD		7.875	%	04/07/2016		130,000		119,600	⁽³⁾
Mriya Agro Holding PLC	USD		9.450	%	04/19/2018		84,000		69,300	⁽³⁾

									188,900


	Counter Party	Currency	Rate			Maturity Date	Principal Amount/Shares*		Market Value (Expressed in U.S. $)
United Arab Emirates - 0.95%
Dubai Holding Commercial Operations MTN Ltd.		GBP		6.000	%	02/01/2017		1,000,000	$	1,764,125


Venezuela - 11.70%
Petroleos de Venezuela SA:
		USD		5.000	%	10/28/2015		3,136,889		2,623,616	⁽¹⁾
		USD		5.250	%	04/12/2017		3,506,200		2,513,507	⁽¹⁾⁽²⁾
		USD		8.500	%	11/02/2017		20,575,400		16,601,776	⁽¹⁾⁽²⁾

										21,738,899

TOTAL CORPORATE BONDS (Cost $70,357,675)										67,875,916


CREDIT LINKED NOTES - 7.97%
Colombia - 4.44%
Titulos de Tesoreria - Series B	JPMorgan Chase & Co.	COP		7.000	%	05/04/2022		17,100,000,000		8,253,299


Indonesia - 3.53%
Indonesia Government	Deutsche Bank AG London	IDR		7.000	%	05/15/2022		57,300,000,000		4,524,523
Republic of Indonesia	Deutsche Bank AG London	IDR		5.625	%	05/15/2023		28,600,000,000		2,026,464

										6,550,987


TOTAL CREDIT LINKED NOTES (Cost $17,399,070)										14,804,286


EXCHANGE TRADED FUNDS - 4.19%
iShares^® MSCI Brazil Capped Index Fund		USD		N/A		N/A		89,000		3,649,000
iShares^® MSCI Turkey ETF		USD		N/A		N/A		49,000		2,091,320
Vanguard^® FTSE Emerging Markets ETF		USD		N/A		N/A		52,500		2,041,725


TOTAL EXCHANGE TRADED FUNDS (Cost $10,181,474)										7,782,045


SHORT TERM INVESTMENTS - 2.14%
Money Market Mutual Funds - 2.14%
Dreyfus Treasury Prime Cash Advantage Fund - Institutional Advantage Shares (7-Day Yield)		USD		0.00004	%	N/A		3,976,834		3,976,834


TOTAL SHORT TERM INVESTMENTS (Cost $3,976,834)										3,976,834


Total Investments - 139.47% (Cost $288,318,744)										259,086,803

Liabilities in Excess of Other Assets - (39.47)%										(73,316,650	)


Net Assets - 100.00%									$	185,770,153

*	The principal amount/shares of each security is stated in the currency in which the security is denominated.


Currency Abbreviations:
BRL	-	Brazilian Real
COP	-	Columbian Peso
GBP	-	Great Britain Pound
IDR	-	Indonesian Rupiah
MXN	-	Mexican Peso
NGN	-	Nigerian Naira
TRY	-	New Turkish Lira
USD	-	United States Dollar
ZAR	-	South African Rand

⁽¹⁾

On February 28, 2014, securities valued at $94,350,285 were pledged as collateral for reverse repurchase agreements.

⁽²⁾

Securities were originally issued pursuant to Regulation S under the Securities Act of 1933, which exempts securities offered and sold outside of the United States from registration. Such securities cannot be sold in the United States without either an effective registration statement filed pursuant to the Securities Act of 1933, or pursuant to an exemption from registration. As of February 28, 2014, the aggregate market value of those securities was $79,926,058, which represents approximately 43.02% of net assets.

⁽³⁾

Security exempt from registration under Rule 144A of the Securities Act of 1933. Such securities may normally be sold to qualified institutional buyers in transactions exempt from registration. Total market value of Rule 144A securities amounts to $41,555,478, which represents approximately 22.37% of net assets as of February 28, 2014.

⁽⁴⁾

Issued with a zero coupon. Income is recognized through the accretion of discount.

⁽⁵⁾

Step bond. Coupon increases periodically based upon a predetermined schedule. Interest rate disclosed is that which is in effect as of February 28, 2014.

⁽⁶⁾

Floating or variable rate security. Interest rate disclosed is that which is in effect as of February 28, 2014.

⁽⁷⁾

Pay-in-kind securities.


Common Abbreviations:
BV	-	Besloten Vennootschap is the Dutch term for private limited liability company.
ESP	-	Empresa de Servicios Publicos is the Colombian term for Public Service Company.
ETF	-	Exchange Traded Fund.
FTSE	-	Financial Times and the London Stock Exchange.
GmbH	-	Gesellschaft mit beschrankter Haftung is the German term for a company wtih limited liability.
JSC	-	Joint Stock Company.
LLC	-	Limited Liability Company.
LP	-	Limited Partnership.
Ltd.	-	Limited.
MSCI	-	Morgan Stanley Capital International.
MTN	-	Medium Term Note.
OAO	-	Otkrytoe Aktsionernoe Obschestvo is the Russian term for Open Joint Stock Company.
OJSC	-	Open Joint Stock Company.
PLC	-	Public Limited Company.
PT	-	Perseroan Terbuka is the Indonesian term for limited libility company.
SA	-	Generally designates corporations in various countries, mostly those employing the civil law.
SAB de CV	-	A variable capital company.
SAC	-	Sociedad Anonima Abierta is the Peruvian term used for a publicly traded corporation.
Tbk PT	-	Terbuka Perseroan Terbatas is an Indonesian term for a limited liability company.

See Notes to Quarterly Statement of Investments

OUTSTANDING FORWARD FOREIGN CURRENCY CONTRACTS


Counterparty	Foreign Currency	Contracted Amount**	Purchase/Sale Contract	Settlement Date	Current Value		Unrealized Appreciation/ (Depreciation)

Citigroup Global Markets	BRL	68,649,034	Purchase	03/06/2014	$	29,227,013	$	35,915
JP Morgan Chase & Co.	GBP	61,771	Purchase	03/14/2014		103,427		2,534

							$	38,449


Citigroup Global Markets	BRL	68,649,034	Sale	03/06/2014	$	29,227,013	$	(1,133,612	)
Citigroup Global Markets	BRL	67,388,829	Sale	04/02/2014		28,492,352		(27,620	)
JP Morgan Chase & Co.	GBP	1,104,100	Sale	03/14/2014		1,848,668		(27,218	)

							$	(1,188,450	)

** The contracted amount is stated in the currency in which the security is denominated.

REVERSE REPURCHASE AGREEMENTS


Counterparty	Interest Rate	Acquisition Date	Value
Credit Suisse First Boston	0.500%	05/08/2013	$	1,902,790
Credit Suisse First Boston	0.450%	05/08/2013		2,245,062
Credit Suisse First Boston	0.750%	05/20/2013		2,722,825
Credit Suisse First Boston	0.450%	05/20/2013		1,868,989
Credit Suisse First Boston	0.500%	06/10/2013		4,370,007
Credit Suisse First Boston	0.750%	06/10/2013		1,788,200
Credit Suisse First Boston	0.700%	07/22/2013		2,144,880
Credit Suisse First Boston	0.000%	11/21/2013		1,288,200
Credit Suisse First Boston	(0.500)%	01/14/2014		2,097,000
Credit Suisse First Boston	0.000%	01/28/2014		1,642,500
Credit Suisse First Boston	0.500%	02/12/2014		3,282,400
Credit Suisse First Boston	0.450%	02/27/2014		1,607,724
JP Morgan Chase & Co.	0.350%	10/28/2013		927,462
JP Morgan Chase & Co.	0.650%	10/28/2013		1,814,925
JP Morgan Chase & Co.	0.750%	10/28/2013		1,150,886
JP Morgan Chase & Co.	0.750%	11/01/2013		3,769,056
JP Morgan Chase & Co.	0.000%	11/05/2013		972,188
JP Morgan Chase & Co.	0.550%	11/20/2013		2,069,962
JP Morgan Chase & Co.	0.750%	11/20/2013		2,954,160
JP Morgan Chase & Co.	0.550%	12/26/2013		6,470,240
JP Morgan Chase & Co.	0.450%	12/26/2013		6,196,113
JP Morgan Chase & Co.	0.700%	12/26/2013		2,670,000
JP Morgan Chase & Co.	0.650%	12/26/2013		2,477,785
JP Morgan Chase & Co.	0.750%	12/26/2013		8,301,000
JP Morgan Chase & Co.	0.250%	01/21/2014		3,260,903
Nomura Securities	0.390%	10/15/2013		1,454,930
Nomura Securities	0.650%	11/27/2013		1,322,770
Nomura Securities	0.600%	11/27/2013		1,280,865
Nomura Securities	0.650%	01/03/2014		4,750,312
Nomura Securities	0.430%	01/03/2014		431,234
Nomura Securities	0.650%	02/28/2014		1,890,000

			$	81,125,368

All agreements can be terminated by either party on demand at value plus accrued interest.

See Notes to Quarterly Statement of Investments

CREDIT DEFAULT SWAP CONTRACTS ON SOVEREIGN DEBT OBLIGATIONS ISSUE - SELL PROTECTION⁽⁸⁾


Reference Entity	Counterparty	Fixed Deal Receive Rate	Maturity Date	Implied Credit Spread at February 28, 2014⁽⁹⁾	Notional Amount⁽¹⁰⁾	Market Value		Upfront Premiums Received		Unrealized Depreciation

Petroleos de Venezuela SA	Credit Suisse	5.000%	03/20/2016	16.836%	$ 12,000,000	$	2,393,695	$	884,314	$	(1,509,381	)

						$	2,393,695	$	884,314	$	(1,509,381	)

⁽⁸⁾

If the Fund is a seller of protection and a credit event occurs, as defined under the terms of that particular swap agreement, the Fund will either (i) pay to the buyer of protection an amount equal to the notional amount of the swap and take delivery of the referenced obligation or underlying securities comprising the referenced index or (ii) pay a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising the referenced index.

⁽⁹⁾

Implied credit spreads, represented in absolute terms, utilized in determining the market value of credit default swap agreements on sovereign issues of an emerging country as of period end serve as an indicator of the current status of the payment/performance risk and represent the likelihood or risk of default for the credit derivative. The implied credit spread of a particular referenced entity reflects the cost of buying/selling protection and may include upfront payments required to be made to enter into the agreement. Wider credit spreads represent a deterioration of the referenced entity’s credit soundness and a greater likelihood or risk of default or other credit event occurring as defined under the terms of the agreement.

⁽¹⁰⁾

The maximum potential amount the Fund could be required to pay as a seller of credit protection or receive as a buyer of credit protection if a credit event occurs as defined under the terms of that particular swap agreement.

See Notes to Quarterly Statement of Investments


Stone Harbor Emerging Markets Total Income Fund		Notes to Statement of Investments
		February 28, 2014 (Unaudited)

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Stone Harbor Emerging Markets Total Income Fund (the “Fund”) is a newly organized, non-diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund was organized as a Massachusetts business trust on May 25, 2012 pursuant to an Agreement and Declaration of Trust governed by the laws of The Commonwealth of Massachusetts (the “Declaration of Trust”). The Fund commenced operations on October 25, 2012. Prior to that, the Fund had no operations other than matters relating to its organization and the sale and issuance of 4,188 shares of beneficial interest (“Common Shares”) in the Fund to the Stone Harbor Investment Partners LP (the “Adviser” or “Stone Harbor”) at a price of $23.88 per share. The Fund’s common shares are listed on the New York Stock Exchange (the “Exchange”) and trade under the ticker symbol “EDI.”

The Fund’s primary investment objective is to maximize total return, which consists of income and capital appreciation from investments in emerging markets securities. The Fund will normally invest at least 80% of its net assets (plus any borrowings made for investment purposes) in emerging markets debt. Emerging markets debt include fixed income securities and other instruments (including derivatives) that are economically tied to emerging market countries, that are denominated in the predominant currency of the local market of an emerging market country or whose performance is linked or otherwise related to those countries’ markets, currencies, economies or ability to repay loans. A security or instrument is economically tied to an emerging market country if it is principally traded on the country’s securities markets or if the issuer is organized or principally operates in the country, derives a majority of its income from its operations within the country or has a majority of its assets within the country.

The Fund is classified as “non-diversified” under the 1940 Act. As a result, it can invest a greater portion of its assets in obligations of a single issuer than a “diversified” fund. The Fund may therefore be more susceptible than a diversified fund to being adversely affected by any single corporate, economic, political or regulatory occurrence.

The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its Statement of Investments. The policies are in conformity with generally accepted accounting principles in the United States of America (GAAP), which requires management to make estimates and assumptions that affect the reported amounts of the date of the Statement of Investments. Actual results could differ from those estimates.

Investment Valuation: Debt securities, including bank loans and linked notes, are generally valued at the mean between the bid and asked prices provided by independent pricing services or brokers that are based on transactions in debt obligations, quotations from dealers, market transactions in comparable securities and various other relationships between securities. Credit default swaps are priced by an independent pricing service based off of the underlying terms of the swap. Equity securities for which market quotations are available are generally valued at the last sale price or official closing price on the primary market or exchange on which they trade. Publicly traded foreign government debt securities are typically traded internationally in the over-the-counter market and are valued at the mean between the bid and asked prices as of the close of business of that market. When prices are not readily available, or are determined not to reflect fair value, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded, but before the Fund calculates its net asset value, the Fund may value these investments at fair value as determined in accordance with the procedures approved by the Fund’s Board of Trustees (the “Board”). Short-term obligations with maturities of 60 days or less are valued at amortized cost, which approximates market value. Money market mutual funds are valued at their net asset value. Foreign Currency positions including forward currency contracts are priced at the mean between the closing bid and asked prices at 4:00 p.m. Eastern time.

A three-tier hierarchy has been established to measure fair value based on the extent of use of “observable inputs” as compared to “unobservable inputs” for disclosure purposes and requires additional disclosures about these valuations measurements. Inputs refer broadly to the assumptions that market participants would use in pricing a security. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the security developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the security developed based on the best information available in the circumstances.

The three-tier hierarchy is summarized as follows:


Level 1		Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.

Level 2		Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.


Level 3		Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund’s own assumptions about the assumptions a market participant would use in valuing the asset or liability and would be based on the best information available.

The following is a summary of the Fund’s investment and financial instruments based on the three-tier hierarchy as of February 28, 2014:


Investments in Securities at Value^*	Level 1 - Quoted and Unadjusted Prices		Level 2 - Other Significant Observable Inputs		Level 3 - Significant Unobservable Inputs		Total

Stone Harbor Emerging Markets Total Income Fund
Sovereign Debt Obligations	$	–	$	164,647,722	$	–	$	164,647,722
Corporate Bonds		–		67,875,916		–		67,875,916
Credit Linked Notes		–		14,804,286		–		14,804,286
Exchange Traded Funds		7,782,045		–		–		7,782,045
Short Term Investments		3,976,834		–		–		3,976,834

Total	$	11,758,879	$	247,327,924	$	–	$	259,086,803



Other Financial Instruments^**

Assets
Forward Foreign Currency Contracts	$	–	$	38,449	$	–	$	38,449
Liabilities
Forward Foreign Currency Contracts		–		(1,188,450)		–		(1,188,450)
Credit Default Swap Contracts		–		(1,509,381)		–		(1,509,381)

Total	$	–	$	(2,659,382)	$	–	$	(2,659,382)

*	For detailed country descriptions, see accompanying Statement of Investments.

**	Other financial instruments are derivative instruments not reflected in the Statement of Investments. The derivatives shown in this table are reported at their unrealized appreciation/(depreciation) at measurement date, which represents the change in the contract’s value from trade date.

There were no transfers between Levels 1 and 2 during the period. It is the Fund’s policy to recognize transfers into and out of all levels at the end of the reporting period.

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

In the event a Board approved independent pricing service is unable to provide an evaluated price for a security or the Adviser believes the price provided is not reliable, securities of the Fund may be valued at fair value as described above. In these instances the Adviser may seek to find an alternative independent source, such as a broker/dealer to provide a price quote, or by using evaluated pricing models similar to the techniques and models used by the independent pricing service. These fair value measurement techniques may utilize unobservable inputs (Level 3).

On at least a quarterly basis, the Adviser presents the factors considered in determining the fair value measurements and presents that information to the Board which meets at least quarterly.

Security Transactions and Investment Income: Security transactions are accounted for on a trade date basis. Interest income, adjusted for amortization of premium and accretion of discount, is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date. Foreign dividend income is recorded on the ex-dividend date or as soon as practical after the Fund determines the existence of a dividend declaration after exercising reasonable due diligence. If applicable, any foreign capital gains taxes are accrued, net of unrealized gains, and are payable upon the sale of such investments. The cost of investments sold is determined by use of the specific identification method. To the extent any issuer defaults on an expected interest payment, the Fund’s policy is to generally halt any additional interest income accruals and consider the realizability of interest accrued up to the date of default.

Foreign Currency Translation: The books and records of the Fund are maintained in U.S. dollars. Investment valuations and other assets and liabilities initially expressed in foreign currencies are converted each business day into U.S. dollars based upon current exchange rates. Prevailing foreign exchange rates may generally be obtained at the close of the NYSE (normally, 4:00 p.m. Eastern time).

The portion of realized and unrealized gains or losses on investments due to fluctuations in foreign currency exchange rates is not separately disclosed and is included in realized and unrealized gains or losses on investments, when applicable.

Foreign Securities: The Fund may directly purchase securities of foreign issuers. Investing in securities of foreign issuers involves special risks not typically associated with investing in securities of U.S. issuers. The risks include possible revaluation of currencies, the ability to repatriate funds,

less complete financial information about companies and possible future adverse political and economic developments. Moreover, securities of many foreign issuers and their markets may be less liquid and their prices more volatile than those of securities of comparable U.S. issuers.

Segregation and Collateralization: In cases in which the 1940 Act and the interpretive positions of the Securities and Exchange Commission (“SEC”) require that the Fund either delivers collateral or segregate assets in connection with certain investments (e.g., foreign currency exchange contracts, securities with extended settlement periods, and swaps) or certain borrowings (e.g., reverse repurchase agreements), the Fund will segregate collateral or designate on its books and records cash or other liquid securities having a value at least equal to the amount that is required to be physically segregated for the benefit of the counterparty. Furthermore, based on requirements and agreements with certain exchanges and third party broker-dealers, each party has requirements to deliver/deposit cash or securities as collateral for certain investments. Cash collateral that has been pledged to cover obligations of the Fund is noted on the Statement of Investments.

Credit Linked Notes: The Fund may invest in credit linked notes to obtain economic exposure to high yield, emerging markets or other securities. Investments in a credit linked note typically provide the holder with a return based on the return of an underlying reference instrument, such as an emerging market bond. Like an investment in a bond, investments in credit linked securities represent the right to receive periodic income payments (in the form of distributions) and payment of principal at the end of the term of the security. In addition to the risks associated with the underlying reference instrument, an investment in a credit linked note is also subject to the risk that the counterparty will be unwilling or unable to meet its obligations under the note.

Leverage: The Fund may borrow from banks and other financial institutions and may also borrow additional funds by entering into reverse repurchase agreements or the issuance of debt securities (collectively, “Borrowings”) in an amount that does not exceed 33 1/3% of the Fund’s total assets (including any assets attributable to any leverage used) minus the Fund’s accrued liabilities (other than Fund liabilities incurred for any leverage) (“Total Assets”) immediately after such transactions. It is possible that following such Borrowings, the assets of the Fund will decline due to market conditions such that this 33 1/3% limit will be exceeded. In that case, the leverage risk to Common Shareholders will increase.

In a reverse repurchase agreement, the Fund sells to a financial institution a security that it holds with an agreement to repurchase the same security at an agreed-upon price and date. A reverse repurchase agreement involves the risk that the market value of the security sold by the Fund may decline below the repurchase price of the security. The Fund will segregate assets determined to be liquid by the Adviser or otherwise cover its obligations under reverse repurchase agreements. Due to the short term nature of the reverse repurchase agreements, face value approximates fair value at February 28, 2014. This fair value is based on Level 2 inputs under the three-tier fair valuation hierarchy described above. For the nine months ended February 28, 2014, the average amount of reverse repurchase agreements outstanding was $90,320,325, at a weighted average interest rate of 0.57%.

Loan Participations and Assignments: The Fund may invest in loans arranged through private negotiation between one or more financial institutions. The Fund’s investment in any such loan may be in the form of a participation in or an assignment of the loan. In connection with purchasing participations, the Fund generally will have no right to enforce compliance by the borrower with the terms of the loan agreement relating to the loan, or 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.

The Fund assumes the credit risk of the borrower, the lender that is selling the participation and any other persons interpositioned between the Fund and the borrower. In the event of the insolvency of the lender selling the participation, the Fund may be treated as a general creditor of the lender and may not benefit from any set-off between the lender and the borrower.

Leverage Risk: Leverage creates risks for Common Shareholders, including the likelihood of greater volatility of NAV per share and market price of, and dividends paid on, the Common Shares. There is a risk that fluctuations in the interest rates on any Borrowings held by the Fund may adversely affect the return to the Common Shareholders. If the income from the securities purchased with the proceeds of leverage is not sufficient to cover the cost of leverage, the return on the Fund will be less than if leverage had not been used, and therefore the amount available for distribution to the Common Shareholders as dividends and other distributions will be reduced.

The Fund may choose not to use leverage at all times. The amount and composition of leverage used may vary depending upon a number of factors, including economic and market conditions in the relevant emerging market countries, the availability of relatively attractive investment opportunities not requiring leverage and the costs and risks that the Fund would incur as a result of leverage.

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

2. DERIVATIVE INSTRUMENTS

Risk Exposure and the Use of Derivative Instruments: The Fund’s investment objectives not only permit the Fund to purchase investment securities, they also allow the Fund to enter in various types of derivatives contracts. In doing so, the Fund will employ strategies in differing combinations to permit it to increase, decrease or change the level or types of exposure to market factors. Central to those strategies are features inherent to derivatives that may make them more attractive for this purpose than equity or debt securities: they require little or no initial cash investment; they can focus exposure on only certain selected risk factors; and they may not require the ultimate receipt or delivery of the underlying security (or securities) to the contract. This may allow the Fund to pursue its objectives more quickly and efficiently than if the Fund were to make direct purchases or sales of securities capable of effecting a similar response to market factors.

Market Risk Factors: In pursuit of its investment objectives, the Fund may seek to use derivatives to increase or decrease its exposure to the following market risk factors, among others:

Interest Rate Risk. Interest rate risk refers to the fluctuations in value of fixed-income securities resulting from the inverse relationship between price and yield. For example, an increase in general interest rates will tend to reduce the value of already issued fixed-income investments, and a decline in general interest rates will tend to increase their value. In addition, debt securities with longer maturities that tend to have higher yields are subject to potentially greater fluctuations in value from changes in interest rates than obligations with shorter maturities.

Credit Risk. Credit risk relates to the ability of the issuer to meet interest and principal payments, or both, as they come due. In general, lower-grade, higher-yield bonds are subject to credit risk to a greater extent than lower-yield, higher-grade bonds.

Foreign Exchange Rate Risk. Foreign exchange rate risk relates to the change in the U.S. dollar value of a security held that is denominated in a foreign currency. The U.S. dollar value of a foreign currency denominated security will decrease as the dollar appreciates against the currency, while the U.S. dollar value will increase as the dollar depreciates against the currency.

Equity Risk. Equity risk relates to the change in value of equity securities as they relate to increases or decreases in the general market.

The Fund’s use of derivatives can result in losses due to unanticipated changes in these risk factors and the overall market. In instances where the Fund is using derivatives to decrease, or hedge, exposures to market risk factors for securities held by the Fund, there are also risks that those derivatives may not perform as expected resulting in losses for the combined or hedged positions.

Derivatives may have little or no initial cash investment relative to their market value exposure and therefore can produce significant gains or losses in excess of their cost. This use of embedded leverage allows the Fund to increase its market value exposure relative to it net assets and can substantially increase the volatility of the Fund’s performance.

Additional associated risks from investing in derivatives also exist and potentially could have significant effects on the valuation of the derivative and the Fund. Typically, the associated risks are not the risks that the Fund is attempting to increase or decrease exposure to, per its investment objectives, but are the additional risks from investing in derivatives.

Examples of these associated risks are liquidity risk, which is the risk that the Fund will not be able to sell or close out the derivative in a timely manner, and counterparty credit risk, which is the risk that the counterparty will not fulfill its obligation to the Fund. Associated risks can be different for each type of derivative and are discussed by each derivative type below and in the notes that follow.

Forward Foreign Currency Contracts: The Fund may engage in currency transactions with counterparties to hedge the value of portfolio securities denominated in particular currencies against fluctuations in relative value, to gain or reduce exposure to certain currencies or to generate income or gains. A forward foreign currency contract is an agreement between two parties to buy and sell a currency at a set price on a future date. The contract is marked-to-market daily, and the change in value is recorded by the Fund as an unrealized gain or loss. When a forward foreign currency contract is extinguished, through either delivery or offset by entering into another forward foreign currency contract, the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value of the contract at the time it was extinguished.

Credit Default Swap Contracts: The Fund may enter into credit default swap contracts for hedging purposes to gain market exposure or to add leverage to its portfolio. When used for hedging purposes, the Fund would be the buyer of a credit default swap contract. In that case, the Fund would be entitled to receive the par (or other agreed upon) value of a referenced debt obligation, index or other investment from the counterparty to the contract in the event of a default by a third party, such as a U.S. or foreign issuer, on the referenced debt obligation. In return, the Fund would pay to the counterparty a periodic stream of payments over the term of the contract provided that no event of default has occurred. If no event of default occurs, the Fund would have spent the stream of payments and received no benefit from the contract. When the Fund is the seller of a credit default swap contract, it receives the stream of payments but is obligated to pay upon default of the referenced debt obligation. As the

seller, the Fund would effectively add leverage to its portfolio because, in addition to its total assets, the Fund would be subject to investment exposure on the notional amount of the swap.

In addition to the risks applicable to derivatives generally, credit default swaps involve special risks because they are difficult to value, are highly susceptible to liquidity and credit risk and generally pay a return to the counterparty in the event of an actual default by the issuer of the underlying obligation, as opposed to a credit downgrade or other indication of financial difficulty.

2. UNREALIZED APPRECIATION AND DEPRECIATION ON INVESTMENTS (TAX BASIS)

At February 28, 2014 the aggregate gross unrealized appreciation and depreciation of investments for federal income purposes were as follows:


Stone Harbor Emerging Markets Total Income Fund

Gross appreciation on investments (excess of value over tax cost)	$	1,294,596
Gross depreciation on investments (excess of tax cost over value)		(30,559,038)

Net unrealized depreciation		(29,264,442)

Cost of investments for income tax purposes	$	288,351,245

Item 2. Controls and Procedures.

(a)

The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended) are effective as of a date within 90 days of the filing date of this Report, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the Investment Company Act of 1940, as amended, and Rule 15d-15(b) under the Securities Exchange Act of 1934, as amended.

(b)

There was no change in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940, as amended) during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 3. Exhibits.

Separate certifications for the registrant’s Principal Executive Officer and Principal Financial Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002 and Rule 30a-2(a) under the Investment Company Act of 1940, are attached as Exhibit 99.CERT.

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SIGNATURES

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


Stone Harbor Emerging Markets Total Income Fund

By:		/s/ Peter J. Wilby
		Peter J. Wilby
		President and Chief Executive Officer/Principal Executive Officer

Date:		April 29, 2014

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


By:		/s/ Peter J. Wilby
		Peter J. Wilby
		President and Chief Executive Officer/Principal Executive Officer

Date:		April 29, 2014

By:		/s/ Thomas M. Reynolds
		Thomas M. Reynolds
		Principal Financial Officer/Principal Accounting Officer

Date:		April 29, 2014

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