-------------------------------------------------------------------------------- [CLIP ART] [CLIP ART] Municipal High Income Fund Inc. Quarterly Report [CLIP ART] July 31, 2002 -------------------------------------------------------------------------------- ================================== [CLIP ART] ================================== Municipal High Income Fund Inc. Dear Shareholder: Enclosed herein is the quarterly report for the Municipal High Income Fund Inc. ("Fund") for the nine months ended July 31, 2002. In this report, we summarize what we believe to be the period's prevailing economic and market conditions and outline our investment strategy. A detailed summary of the Fund's performance can be found in the appropriate sections that follow. We hope you find this report useful and informative. Performance Update During the nine months ended July 31, 2002, the Fund distributed income dividends to shareholders totaling $0.43 per share. The table below details the annualized distribution rate and the nine-month total return for the Fund based on its July 31, 2002 net asset value ("NAV") per share and the New York Stock Exchange ("NYSE") closing price.(1) Price Annualized Nine-Month Per Share Distribution Rate(2) Total Return(2) ------------ -------------------- --------------- $8.44 (NAV) 6.61% 2.59% $8.16 (NYSE) 6.84% (0.47)% ---------- (1) The NAV is calculated by subtracting total liabilities from the closing value of all securities held by the Fund (plus all other assets) and dividing the results (total net assets) by the total number of shares outstanding. The NAV fluctuates with changes in the value of the securities in which the Fund has invested. However, the price at which the investor may buy or sell shares of the Fund is at their market (NYSE) price as determined by supply and demand. (2) Total returns are based on changes in NAV or the market price, respectively. Total returns assume the reinvestment of all dividends and/or capital-gains distributions in additional shares. Annualized distribution rate is the Fund's current monthly income dividend rate, annualized, and then divided by the NAV or the market price noted in this report. The annualized distribution rate assumes a current monthly income dividend rate of $0.0465 for 12 months. This rate is as of July 31, 2002 and is subject to change. The important difference between a total return and an annualized distribution rate is that the total return takes into consideration a number of factors including the fluctuation of the NAV or the market price during the period reported. The NAV fluctuation includes the effects of unrealized appreciation or depreciation in the Fund. Accordingly, since an annualized distribution rate only reflects the current monthly income dividend rate annualized, it should not be used as the sole indicator to judge the return you receive from your Fund investment. Past performance is not indicative of future results. 1 ================================================================================ ================================== [CLIP ART] ================================== During the nine months ended July 31, 2002, the Fund generated a total return based on NAV of 2.59%. In comparison, the Fund's Lipper Inc. ("Lipper") peer group of high-yield municipal debt closed-end funds returned 2.94% based on NAV for the same period.(3) Investment Strategy The Fund seeks to maximize current income exempt from federal income tax(4) by investing, under normal market conditions, at least 80% of the value of its net assets, plus any borrowings for investment purposes, in intermediate-term and long-term municipal securities.(5) Economic and Market Overview The U.S. campaign against terrorism, mixed economic signals as well as a multitude of high profile U.S. corporate scandals resulted in heightened investor apprehension and extended stock market volatility. As a result, the U.S. Treasury market directly benefited from this volatility as investors sought a "safe haven." Municipal bond prices also fared well in this environment. However, total returns for municipal bonds lagged U.S. Treasuries during the second half of 2001 as a heavy calendar of tax-exempt new issues prevented municipal prices from keeping pace with their taxable counterparts. State and local governments combined to issue large amounts of municipal debt to fund new projects and refinance outstanding issues during the period. Total returns in the high yield segment of the municipal market were also significantly below those on better quality paper as the "flight to quality" placed a great deal of emphasis on high grade debt with shorter maturities. This trend caused the yield curve(6) to steepen (yields on short-term paper declined far more dramatically than yields on long-term bonds) and credit quality spreads (the difference in yield between higher quality and lower quality bonds) to widen. One part of the market that was particularly hard hit, as a direct result of the September 11th terrorist attacks was special airport facilities financings for airlines. However, our expectation of a ---------- (3) Source: Lipper Inc. Average annual total returns are based on nine-month period as of July 31, 2002, calculated among 12 funds in the closed-end high-yield municipal debt fund category, as defined by Lipper Inc., with reinvestment of dividends and capital gains, excluding sales charges. (4) Certain investors may be subject to the Federal Alternative Minimum Tax ("AMT"), and state and local taxes may apply. Capital gains, if any, are fully taxable. (5) The Fund's investments are subject to interest rate and credit risks. Portfolio holdings may include lower-quality securities that present greater risk of loss of principal and interest than higher-rated securities. Investments in high-yield securities commonly known as "junk bonds" involve a greater risk of loss than an investment in investment-grade securities and are considered speculative. (6) The yield curve is the graphical depiction of the relationship between the yield on bonds of the same credits quality but different maturities. 2 ================================================================================ ================================== [CLIP ART] ================================== gradually improving economy may alleviate credit quality concerns, which we anticipate may enhance the relative performance prospects of high yield municipals. The new calendar year commenced with a decline in short-term rates due to seasonal technical factors arising from the "January effect." The January effect describes a temporary increase in the demand for money-market instruments caused by an influx of cash from maturing bonds and coupon interest chasing a dearth of supply. A significant rise in yields occurred during March, as a shift in monetary-policy sentiment coupled with positive economic data roiled the money markets. However at the conclusion of the March, May and June Federal Open Market Committee ("FOMC")(7) meetings, the U.S. Federal Reserve Board ("Fed") held the federal funds rate ("fed funds rate")(8) steady. As the bond market continued its rise, tax-free instruments continued to look attractive. Treasury yields were lower at the end of the reporting period than they were at the end of the first quarter due to continued weakness in the U.S. equities market as well as geopolitical concerns. The equities market stabilized during the first quarter of 2002 as the result of positive growth in Gross Domestic Product ("GDP"),(9) but subsequently suffered through one of the worst quarters in recent history during the second quarter. The U.S. Treasury market continued to experience large inflows as a result of equity market uncertainty. Market and Economic Outlook Although the economy may struggle for another quarter or so, we believe it is on the road to recovery and should gain momentum by late 2002. We also expect inflation to remain subdued. Therefore, we believe the FOMC will not raise the fed funds rate through the end of the calendar year. While we have some concerns about an improving economy putting pressure on bonds, we anticipate that fixed income markets should perform well as long as geopolitical risk is high and corporate malaise continues. We feel one obstacle to this recovery could be lingering skepticism among some investors about truthfulness in corporate accounting practices. However, we also feel corporate profits could improve enough by late 2002 and early 2003 to exceed investor expectations. ---------- (7) The FOMC is a policy-making body of the Federal Reserve System responsible for the formulation of a policy designed to promote economic growth, full employment, stable prices, and a sustainable pattern of international trade and payments. (8) The fed funds rate is the interest rate that banks with excess reserves at a Federal Reserve district bank charge other banks that need overnight loans. The fed funds rate often points to the direction of U.S. interest rates. (9) GDP is a market value of goods and services produced by labor and property in a given country. 3 ================================================================================ ================================== [CLIP ART] ================================== Municipal-bond market pundits are predicting a record year for new-issue financing, as state and local governments are expected to take advantage of a renewed low interest-rate environment. This large amount of supply may keep price levels low, a point which could help municipal bonds offer competitive returns versus many other securities in the fixed-income market. We continue to pay close attention to credit quality, as many states and municipalities face future budget challenges caused by a depressed stock market and shrinking tax revenues. In our opinion this weaker revenue picture may have credit rating implications for many states, especially states that rely heavily on capital gains taxes as a source of income. In closing, thank you for investing in the Municipal High Income Fund Inc. We look forward to continuing to help you meet your investment objectives. Sincerely, /s/ Heath B. McLendon /s/ Peter M. Coffey Heath B. McLendon Peter M. Coffey Chairman Vice President and Investment Officer August 27, 2002 The information provided in this letter represents the opinion of the manager and is not intended to be a forecast of future events, a guarantee of future results nor investment advice. Further, there is no assurance that certain securities will remain in or out of the Fund. Please refer to pages 6 through 14 for a list and percentage breakdown of the Fund's holdings. Also, please note any discussion of the Fund's holdings is as of July 31, 2002 and is subject to change. 4 ================================================================================ ================================== [CLIP ART] ================================== -------------------------------------------------------------------------------- Take Advantage of the Fund's Dividend Reinvestment Plan! Did you know that Fund investors may reinvest their dividends in an effort to take advantage of what can be one of the most effective wealth-building tools available today? When the Fund achieves its objectives, systematic investments by shareholders put time to work for them through the strength of compounding. As an investor in the Fund, you can participate in its Dividend Reinvestment Plan ("Plan"), a convenient, simple and efficient way to reinvest your dividends and capital gains, if any, in additional shares of the Fund. A more complete description of the Plan begins on page 27. Below is a short summary of how the Plan works. Plan Summary If you are a Plan participant who has not elected to receive your dividends in the form of a cash payment, then your dividend and capital gain distributions will be reinvested automatically in additional shares of the Fund. The number of common stock shares in the Fund you will receive in lieu of a cash dividend is determined in the following manner. If the market price of the common stock is equal to or higher than 98% of the net asset value ("NAV") per share on the date of valuation, you will be issued shares for the equivalent of either 98% of the most recently determined NAV per share or 95% of the market price, whichever is greater. If 98% of the NAV per share at the time of valuation is greater than the market price of the common stock, or if the Fund declares a dividend or capital gains distribution payable only in cash, the Fund will buy common stock for your account in the open market or on the New York Stock Exchange. If the Fund begins to purchase additional shares in the open market and the market price of the shares subsequently rises above 98% of the NAV before the purchases are completed, the Fund will attempt to cancel any remaining orders and issue the remaining dividend or distribution in shares at 98% of the Fund's NAV per share. In that case, the number of Fund shares you receive will be based on the weighted average of prices paid for shares purchased in the open market and the price at which the Fund issues the remaining shares. To find out more detailed information about the Plan and about how you can participate, please call PFPC Global Fund Services at (800) 331-1710. -------------------------------------------------------------------------------- 5 ================================================================================ [CLIP ART] Municipal High Income Fund Inc. Schedule of Investments (unaudited) July 31, 2002 ================================================================================ FACE AMOUNT RATING(a) SECURITY VALUE ================================================================================================= Alabama -- 4.0% $ 4,000,000 BBB- Butler, AL IDB, Solid Waste Disposal Revenue, (James River Corp. Project), 8.000% due 9/1/28 (b) ..................... $ 4,190,680 615,000 NR Capstone Improvement District of Brookwood, AL, Series A, 7.700% due 8/15/23 ........................................ 586,163 1,000,000 CCC Mobile, AL IDB, Solid Waste Disposal Revenue, (Mobile Energy Services Co. Project), 6.950% due 1/1/20 (c) ....... 10,000 1,000,000 NR Rainbow City, AL Special Health Care Facility Financing Authority, Series A, 8.250% due 1/1/31 .................... 1,026,540 1,000,000 AAA West Jefferson, AL Amusement & Public Park Authority Revenue, (Visionland Project), (Pre-Refunded -- Escrowed with U.S. government securities to 12/1/06 Call @ 102), 8.000% due 12/1/26 ........................................ 1,227,520 ------------ 7,040,903 ------------ Alaska -- 0.6% 1,055,000 NR Alaska Industrial Development & Export Authority Revenue, Williams Lynxs Alaska Cargoport, 8.125% due 5/1/31 (b) .... 1,105,672 ------------ Arizona -- 3.1% 1,500,000 NR Casa Grande, AZ IDA Hospital Revenue, Casa Grande Regional Medical Center, Series A, 7.625% due 12/1/29 .............. 1,578,360 1,750,000 CCC Gila County, AZ IDA Revenue, ASARCO Inc., 5.550% due 1/1/27 ......................................... 437,500 Maricopa, AZ IDA, MFH Revenue: 490,000 NR Avalon Apartments Project, Series C, 10.000% due 4/1/30 ... 489,990 1,000,000 NR Gran Victoria Housing LLC Project, Series B, 10.000% due 5/1/31 ...................................... 1,040,370 1,830,000 NR Phoenix, AZ IDA, MFH Revenue, (Ventana Palms Apartments Project), Series B, 8.000% due 10/1/34 ......... 1,855,712 ------------ 5,401,932 ------------ California -- 2.0% 1,500,000 NR Barona, CA Band of Mission Indians, GO, 8.250% due 12/1/20 .. 1,604,985 1,865,000 Ba3* Vallejo, CA COP, Touro University, 7.375% due 6/1/29 ........ 1,917,108 ------------ 3,522,093 ------------ Colorado -- 0.6% 1,000,000 NR Highline Business Improvement District, Littleton CO, GO, Series B, 8.750% due 12/15/19 ............................. 1,066,460 ------------ Connecticut -- 1.9% Connecticut State Development Authority: 1,735,000 NR Aquarium Project Revenue, (Mystic Marinelife Aquarium Project), Series A, 7.000% due 12/1/27 .................. 1,766,924 See Notes to Financial Statements. 6 [CLIP ART] Municipal High Income Fund Inc. Schedule of Investments (unaudited) (continued) July 31, 2002 ================================================================================ FACE AMOUNT RATING(a) SECURITY VALUE ================================================================================================= Connecticut -- 1.9% (continued) $ 1,435,000 NR Health Care Revenue, (Independent Living Project), (Pre-Refunded -- Escrowed with state & local government securities to 7/1/03 Call @ 102), Series B, 8.000% due 7/1/17 ......................................... $ 1,539,425 ------------ 3,306,349 ------------ Delaware -- 0.5% 1,000,000 NR Sussex County, DE Assisted Living Facilities Revenue, (Heritage at Milford Project), 7.250% due 7/1/29 .......... 851,880 ------------ District of Columbia -- 0.6% 1,000,000 AA District of Columbia, Tobacco Settlement Financing Corp., Asset-Backed Bonds, 6.750% due 5/15/40 .................... 1,019,200 ------------ Florida -- 7.6% Capital Projects Finance Authority, FL: 2,000,000 NR Continuing Care Retirement, Glenridge on Palmer Ranch, Series A, 8.000% due 6/1/32 ............................. 1,994,000 2,000,000 NR Student Housing Revenue, Florida University, Series A, 7.850% due 8/15/31 ............................ 2,045,800 1,000,000 NR Century Parc Community Development District, FL Special Assessment, 7.000% due 11/1/31 .................... 1,012,770 2,750,000 NR Hillsborough County, FL IDA Revenue, (Lakeshore Villas Project), Series A, 6.750% due 7/1/29 ..................... 2,293,748 875,000 NR Homestead, FL IDR, Community Rehabilitation Providers Program, Series A, 7.950% due 11/1/18 ..................... 907,419 2,000,000 BBB++ Martin County, FL IDA, IDR, (Indiantown Cogeneration Project), Series A, 7.875% due 12/15/25 (b) ............... 2,068,320 1,000,000 NR Orange County, FL Health Facilities Authority Revenue, First Mortgage, (GF/Orlando Inc. Project), 9.000% due 7/1/31 ......................................... 1,023,540 2,000,000 NR Reunion East Community Development District, FL Special Assessment, Series A, 7.375% due 5/1/33 ................... 1,999,660 ------------ 13,345,257 ------------ Georgia -- 4.9% Atlanta, GA: 1,000,000 AAA Airport Revenue, Series B, 5.625% due 1/1/30 (b) .......... 1,030,500 2,500,000 NR Tax Allocation, (Atlantic Station Project), 7.900% due 12/1/24 ...................................... 2,507,725 1,000,000 NR Urban Residential Finance Authority, MFH Revenue, Park Place Apartments, Series A, 6.750% due 3/1/31 ...... 950,450 2,000,000 NR Clayton County, GA Development Authority Revenue, First Mortgage, Senior Care Group Inc., (Bayberry Project), Series A, 6.750% due 7/1/29 (c) ................. 440,000 See Notes to Financial Statements. 7 [CLIP ART] Municipal High Income Fund Inc. Schedule of Investments (unaudited) (continued) July 31, 2002 ================================================================================ FACE AMOUNT RATING(a) SECURITY VALUE ================================================================================================= Georgia -- 4.9% (continued) $ 500,000 NR Fulton County, GA Residential Care Facilities, Senior Lien, Series A, 7.000% due 7/1/29 ............................... $ 452,115 1,000,000 NR Gainesville & Hall County, GA Development Authority Revenue, Senior Living Facility, Lanier Village Estates, Series C, 7.250% due 11/15/29 ....................................... 1,019,430 1,435,000 NR Savannah, GA EDA Revenue, Marshview Inn, Series A, 7.125% due 7/1/29 ......................................... 1,007,198 1,000,000 NR Walton County, GA IDA, IDR, (Walton Manufacturing Co. Project), 8.500% due 9/1/07 ............................... 1,090,570 ------------ 8,497,988 ------------ Illinois -- 2.1% 2,000,000 AAA Chicago, IL GO, Neighborhoods Alive 21 Program, FGIC-Insured, 5.500% due 1/1/31 ........................... 2,065,080 2,500,000 AAA Illinois Sports Facilities Authority Revenue, 5.539% due 6/15/30 ........................................ 1,638,175 ------------ 3,703,255 ------------ Indiana -- 1.6% 2,500,000 B- East Chicago, IN PCR, (Inland Steel Co. Project No. 10) 6.800% due 6/1/13 ......................................... 1,500,000 1,000,000 CCC Indiana State Development Finance Authority, PCR, (Inland Steel Co. Project No. 13), 7.250% due 11/1/11 (b) ......... 380,000 975,000 NR Indianapolis, IN MFH Revenue, (Lake Nora Fox Club Project), Series B, 7.500% due 10/1/29 .................... 956,036 ------------ 2,836,036 ------------ Kentucky -- 0.8% 1,500,000 BB Kenton County, KY Airport Board Revenue, (Delta Airlines Project), Series A, 7.500% due 2/1/20 (b) ................. 1,377,375 ------------ Louisiana -- 6.2% 1,200,000 A3* Lake Charles, LA Harbor & Terminal District, Port Facilities Revenue, (Trunkline LNG Co. Project), 7.750% due 8/15/22 .. 1,244,220 2,000,000 NR Louisiana Local Government Environmental Facilities, Community Development Authority Revenue, St. James Place, Series A, 8.000% due 11/1/25 ....................... 2,083,000 3,000,000 NR Louisiana Public Facilities Authority Hospital Revenue, (Lake Charles Memorial Hospital Project), 8.625% due 12/1/30 ............................................... 2,697,450 Port of New Orleans, LA IDR: Avondale Industries, Inc. Project: 645,000 NR 8.250% due 6/1/04 ....................................... 677,901 2,845,000 NR 8.500% due 6/1/14 ....................................... 3,059,769 1,000,000 BB- Continental Grain Co. Project, 7.500% due 7/1/13 .......... 1,034,240 ------------ 10,796,580 ------------ See Notes to Financial Statements. 8 [CLIP ART] Municipal High Income Fund Inc. Schedule of Investments (unaudited) (continued) July 31, 2002 ================================================================================ FACE AMOUNT RATING(a) SECURITY VALUE ================================================================================================= Maine -- 0.0% $ 15,000 AA+ Maine State Housing Authority, Mortgage Purchase Revenue, Series C-2, 7.000% due 11/15/32 (b) ....................... $ 15,648 ------------ Maryland -- 1.7% 3,000,000 NR Maryland State Economic Development Corp. Revenue, Chesapeake Bay, Series A, 7.730% due 12/1/27 .............. 3,013,320 ------------ Massachusetts -- 5.4% 970,000 NR Boston, MA IDA Financing Revenue, (Roundhouse Hospitality LLC Project), 7.875% due 3/1/25 (b) ....................... 976,053 Massachusetts State Development Finance Agency Revenue: 1,000,000 NR Alliance Health Care Facility, Series A, 7.100% due 7/1/32 ....................................... 1,005,790 1,000,000 NR Briarwood, Series B, 8.250% due 12/1/30 ................... 1,044,750 Massachusetts State Health & Education Facilities Authority Revenue: 1,000,000 AAA Beth Israel Deaconess Medical Center, Series G-4, AMBAC-Insured, Variable Rate INFLOS, 10.977% due 7/1/25 (d) ................................ 1,043,020 1,000,000 BBB Caritas Christi Obligation, Series B, 6.750% due 7/1/16 ..................................... 1,083,490 1,060,000 Ba2* Saint Memorial Medical Center, Series A, 6.000% due 10/1/23 .................................... 959,989 1,145,000 AA Massachusetts State HFA, Single-Family Housing Revenue, Series 38, 7.200% due 12/1/26 (b) ......................... 1,197,063 2,000,000 NR Massachusetts State Industrial Finance Agency Revenue, Assisted Living Facility, (Marina Bay LLC Project), 7.500% due 12/1/27 (b) .................................... 2,054,380 ------------ 9,364,535 ------------ Michigan -- 1.9% Garden City, MI Hospital Finance Authority, Hospital Revenue, Garden City Hospital Obligation Group, Series A: 2,000,000 B1* 5.625% due 9/1/10 ....................................... 1,648,420 1,000,000 B1* 5.750% due 9/1/17 ....................................... 718,370 2,000,000 NR Michigan State Strategic Fund, Resource Recovery Limited Obligation Revenue, Central Wayne Energy Recovery L.P., Series A, 6.900% due 7/1/19 (b) ........................... 1,000,000 ------------ 3,366,790 ------------ Minnesota -- 2.5% 1,000,000 NR Minneapolis & St. Paul MN, Metropolitan Airports Community Special Facility Revenue, (Northwest Airlines Project), Series A, 7.000% due 4/1/25 (b) ........................... 895,990 See Notes to Financial Statements. 9 [CLIP ART] Municipal High Income Fund Inc. Schedule of Investments (unaudited) (continued) July 31, 2002 ================================================================================ FACE AMOUNT RATING(a) SECURITY VALUE ================================================================================================= Minnesota -- 2.5% (continued) $ 2,000,000 NR Sartell, MN Health Care & Housing Facilities Revenue, (Foundation for Healthcare Project), Series A, 6.500% due 9/1/16 ......................................... $ 1,892,460 1,935,000 Ba2* St. Paul, MN Housing & Redevelopment Authority Hospital Revenue, (Healtheast Project), Series A, 6.625% due 11/1/17 ........................................ 1,635,152 ------------ 4,423,602 ------------ Montana -- 2.4% 4,525,000 NR Montana State Board of Investment Resource Recovery Revenue, (Yellowstone Energy L.P. Project), 7.000% due 12/31/19 (b) ................................... 4,178,928 ------------ New Jersey -- 5.7% 3,000,000 B1* Camden County, NJ Improvement Authority Revenue, (Health Care Redevelopment Project - Cooper Health System), 5.875% due 2/15/15 ........................................ 2,355,000 New Jersey EDA, Series A: 1,000,000 NR Healthcare Facility Revenue, (Sayreville Senior Living Project), 6.375% due 4/1/29 ............................. 420,000 850,000 NR Presbyterian Home at Montgomery Inc., First Mortgage, ..... 856,562 Series A, 6.375% due 11/1/31 1,000,000 NR Retirement Community Revenue, 8.250% due 11/15/30 ......... 1,081,710 New Jersey Health Care Facilities Financing Authority Revenue: 2,000,000 NR Raritan Bay Medical Center, 7.250% due 7/1/27 ............. 2,028,880 3,000,000 BBB- Trinitas Hospital Obligation Group, 7.500% due 7/1/30 ..... 3,286,650 ------------ 10,028,802 ------------ New Mexico -- 0.2% 300,000 AAA New Mexico Mortgage Finance Authority, Single-Family Mortgage Program, Series B, FHA-Insured, 8.300% due 3/1/20 (b) ..................................... 310,890 ------------ New York -- 5.1% 700,000 NR Brookhaven, NY IDA, Civic Facility Revenue, Memorial Hospital Medical Center, Series A, 8.250% due 11/15/30 ............. 744,065 Monroe County, NY IDA: 1,900,000 NR Empire Sports Project, Series A, 6.250% due 3/1/28 ........ 1,147,885 1,000,000 NR Woodland Village Project, 8.550% due 11/15/32 ............. 1,057,960 New York City, NY IDA, Civic Facility Revenue: 1,380,000 NR Community Residence for the Developmentally Disabled, 7.500% due 8/1/26 ....................................... 1,443,922 1,335,000 NR Special Needs Facility Pooled Program, Series A-1, 8.125% due 7/1/19 ....................................... 1,425,153 See Notes to Financial Statements. 10 [CLIP ART] Municipal High Income Fund Inc. Schedule of Investments (unaudited) (continued) July 31, 2002 ================================================================================ FACE AMOUNT RATING(a) SECURITY VALUE ================================================================================================= New York -- 5.1% (continued) Suffolk County, NY IDA Civic Facility Revenue, Southampton Hospital Association: $ 1,000,000 NR Series A, 7.250% due 1/1/20 ............................. $ 1,004,630 1,000,000 NR Series A, 7.750% due 1/1/22 ............................. 994,930 1,000,000 NR Series B, 7.625% due 1/1/30 ............................. 1,023,100 ------------ 8,841,645 ------------ North Carolina -- 1.5% 1,000,000 NR Charlotte, NC Special Facilities Revenue, Charlotte/Douglas International Airport, 5.600% due 7/1/27 (b) .............. 482,520 North Carolina Medical Care Commission, Health Care Facilities Revenue, First Mortgage, (De Paul Community Facilities Project): 1,240,000 NR 6.125% due 1/1/28 ....................................... 1,103,860 1,000,000 NR 7.625% due 11/1/29 ...................................... 1,019,380 ------------ 2,605,760 ------------ Ohio -- 3.1% 1,500,000 BBB Cuyahoga County, OH Hospital Facilities Revenue, (Canton Inc. Project), 7.500% due 1/1/30 .................. 1,633,470 Montgomery County, OH Health Systems Revenue, Series B-1, (Escrowed with state & local government securities to 7/1/06 Call @ 102): 1,035,000 AAA Pre-Refunded, 8.100% due 7/1/18 ......................... 1,259,015 420,000 AAA Un-Refunded, 8.100% due 7/1/18 .......................... 488,813 2,000,000 BBB- Ohio State Air Quality Development Authority, Revenue Refunding, Cleveland Pollution Control, Series A, 6.000% due 12/1/13 ........................................ 2,025,780 1,250,000 NR Ohio State Solid Waste Revenue, Republic Engineered Steels Inc., 9.000% due 6/1/21 (b)(c) ..................... 15,625 ------------ 5,422,703 ------------ Oklahoma -- 0.9% 2,000,000 B2* Oklahoma Development Finance Authority Revenue, Hillcrest Healthcare System, Series A, 5.625% due 8/15/29 ........... 1,477,460 ------------ Pennsylvania -- 13.2% 2,200,000 CCC+ Allegheny County, PA IDA, Airport Special Facilities Revenue, (USAir Inc. Project), Series B, 8.500% due 3/1/21 (b) ............................................ 1,199,176 Beaver County, PA IDA, PCR: 1,500,000 BBB Cleveland Electric Illuminating Co. Project, 7.625% due 5/1/25 ....................................... 1,613,640 2,000,000 BBB Toledo Edison Co. Project, 7.625% due 5/1/20 .............. 2,151,520 3,000,000 NR Dauphin County, PA General Authority Revenue, Hotel & Conference Center-Hyatt Regency, 6.200% due 1/1/29 ........ 2,669,970 See Notes to Financial Statements. 11 [CLIP ART] Municipal High Income Fund Inc. Schedule of Investments (unaudited) (continued) July 31, 2002 ================================================================================ FACE AMOUNT RATING(a) SECURITY VALUE ================================================================================================= Pennsylvania -- 13.2% (continued) $ 1,400,000 A-1+ Geisinger Authority, PA, Health System Revenue, 1.100% due 8/1/28 (e) ..................................... $ 1,400,000 2,500,000 A3* Luzerne County, PA IDA, Exempt Facilities Revenue, (Pennsylvania Gas & Water Co. Project), Series B, 7.125% due 12/1/22 (b) .................................... 2,572,575 2,640,000 NR Montgomery County, PA Higher Education & Health Authority Revenue, Temple Continuing Care Center, 6.625% due 7/1/19 ......................................... 2,406,360 135,000 NR Northumberland County, PA IDA, IDR, (Beverly Enterprises Inc. Project), 6.875% due 2/1/03 .......................... 136,374 1,000,000 NR Philadelphia, PA Authority for IDR, (Host Marriott L.P. Project), Remarketed 10/31/95, 7.750% due 12/1/17 ......... 1,040,130 Scranton-Lackawanna, PA Health & Welfare Authority Revenue: 500,000 BB+++ Allied Services Rehab Hospitals Project, Series A, 7.600% due 7/15/20 ...................................... 506,050 Moses Taylor Hospital Project: 1,240,000 BBB- 6.150% due 7/1/14 ....................................... 1,141,618 3,050,000 BBB- 6.250% due 7/1/20 ....................................... 2,666,585 1,500,000 NR Waterlefe Community Development District, FL Golf Course Revenue, 8.125% due 10/1/25 ............................... 1,530,180 2,000,000 NR Westmoreland County, PA IDA, Healthcare Facilities, Redstone Highlands Health, Series B, 8.125% due 11/15/30 .. 2,090,340 ------------ 23,124,518 ------------ South Carolina -- 3.4% Connector 2000 Association Inc., SC Toll Road Revenue: Capital Appreciation, Series B: 3,100,000 BBB- Zero coupon bond to yield 9.124% due 1/1/27 ............. 346,766 7,750,000 BBB- Zero coupon bond to yield 10.659% due 1/1/34 ............ 462,520 2,000,000 BBB- Southern Connector Project, Series A, 5.375% due 1/1/38 ... 1,396,500 435,000 NR Florence County, SC IDR, Stone Container Corp., 7.375% due 2/1/07 ......................................... 441,073 595,000 NR McCormick County, SC COP, 9.750% due 7/1/09 ................. 598,796 2,650,000 NR Tobacco Settlement Revenue Management Authority, SC, Variable Rate INFLOS, 10.293% due 5/15/28 (d) ............. 2,637,386 ------------ 5,883,041 ------------ South Dakota -- 0.9% 1,575,000 NR Oglala Sioux Tribe, SD Pine Ridge County, Revenue Bonds, 7.500% due 7/1/13 ......................................... 1,580,749 ------------ Tennessee -- 1.1% 1,915,000 NR Shelby County, TN Health, Educational & Housing Facilities Board Revenue, MFH, (Hedgerow Apartments Project), 6.875% due 7/1/36 ......................................... 1,850,330 ------------ See Notes to Financial Statements. 12 [CLIP ART] Municipal High Income Fund Inc. Schedule of Investments (unaudited) (continued) July 31, 2002 ================================================================================ FACE AMOUNT RATING(a) SECURITY VALUE ================================================================================================= Texas -- 7.4% Bexar County, TX Housing Financial Corp, MFH: $ 1,000,000 NR Continental Lady Ester, Series A, 6.875% due 6/1/29 ....... $ 968,400 1,185,000 Baa3* Nob Hill Apartments, Series B, 8.500% due 6/1/31 .......... 1,180,947 250,000 Baa3* Waters at Northern Hills, Series C, 7.750% due 8/1/36 ..... 247,337 2,000,000 Ba2* El Paso, TX International Airport Revenue, Special Facilities, (Marriott Corp. Project), 7.750% due 3/1/12 ... 2,033,960 2,750,000 B+ Houston, TX Airport Systems Revenue, Special Facilities, Continental Airlines Inc., Series C, 6.125% due 7/15/27 (b) ......................................... 2,100,670 Houston, TX Hotel Occupancy, Tax & Special Revenue, Capital Appreciation, Series B, AMBAC-Insured: 3,000,000 AAA Zero coupon bond to yield 5.515% due 9/1/32 ............. 555,090 1,000,000 AAA Zero coupon bond to yield 5.516% due 9/1/33 ............. 174,940 2,710,000 AAA Houston, TX Water and Sewer System Revenue, Capital Appreciation, Jr. Lien, Series A, zero coupon bond to yield 5.560% due 12/1/23 .................................. 839,910 1,000,000 CCC++ Northgate Crossing, TX, Municipal Utility, District No. 1, GO, 8.875% due 12/1/13 ............................. 1,037,770 1,405,000 BBB- Sam Rayburn, TX Municipal Power Agency, Series A, 6.750% due 10/1/14 ........................................ 1,444,747 995,000 Baa3* Texas State Affordable Housing Corp. MFH Revenue, HIC Arborstone/Baybrook, Series C, 7.250% due 11/1/31 ..... 958,464 1,405,000 A3* Travis County, TX Housing Finance Authority, MFH Revenue, (Lakeview Apartments Project), Series A, 6.375% due 1/1/34 ......................................... 1,416,788 ------------ 12,959,023 ------------ Utah -- 1.8% 1,615,000 NR Hurricane, UT Health Facilities Development Revenue, (Mission Health Services Project), 10.500% due 7/1/20 ..... 1,130,500 2,000,000 NR Utah State HFA Revenue, (RHA Community Services of Utah Inc. Project), Series A, 6.875% due 7/1/27 ........ 1,963,620 ------------ 3,094,120 ------------ Virginia -- 1.8% 590,000 NR Alexandria, VA Redevelopment & Housing Authority, MFH Revenue, (Parkwood Court Apartments Project) Series C, 8.125% due 4/1/30 ............................... 606,549 1,000,000 NR Fairfax County, VA EDA Revenue, Retirement Community, Greenspring Village Inc., Series A, 7.500% due 10/1/29 .... 1,090,660 23,400,000 BBB- Pocahontas Parkway Association, VA Toll Road Revenue, Capital Appreciation, Series B, zero coupon bond to yield 8.822% due 8/15/34 .......................... 1,469,988 ------------ 3,167,197 ------------ See Notes to Financial Statements. 13 [CLIP ART] Municipal High Income Fund Inc. Schedule of Investments (unaudited) (continued) July 31, 2002 ================================================================================ FACE AMOUNT RATING(a) SECURITY VALUE ================================================================================================= West Virginia -- 0.6% $ 1,000,000 NR West Virginia EDA, Commercial Development Revenue, (Stonewall Jackson Project), Series B, 8.000% due 4/1/30 .. $ 983,550 ------------ Wisconsin -- 2.9% Badger Tobacco Asset Securitization Corp., WI: 2,000,000 A1* Asset-Backed Bonds, 6.375% due 6/1/32. .................... 1,961,860 2,000,000 NR Rite-PA 1046, Variable Rate INFLOS, 9.523% due 12/1/06 (d) ......................................... 1,932,280 1,770,000 NR Wisconsin State Health & Educational Facilities Authority Revenue, (Benchmark Healthcare of Green Bay Inc. Project), Series A, 7.750% due 5/1/27 ............ 1,150,500 ------------ 5,044,640 ------------ TOTAL INVESTMENTS -- 100% (Cost -- $188,062,834**) .................................... $174,608,231 ============ ---------- (a) All ratings are by Standard & Poor's Ratings Service, except those which are identified by an asterisk (*), are rated by Moody's Investors Service and those which are identified by a double dagger (++), are rated by Fitch IBCA, Duff & Phelps. (b) Income from this issue is considered a preference item for purposes of calculating the alternative minimum tax. (c) Security is currently in default. (d) Inverse floating rate security-coupon varies inversely with level of short-term tax exempt interest rates. (e) Variable rate obligation payable at par on demand at any time on no more than seven days notice. ** Aggregate cost for Federal income tax purposes is substantially the same. See pages 16 through 18 for definitions of ratings and certain security descriptions. See Notes to Financial Statements. 14 [CLIP ART] Municipal High Income Fund Inc. Summary of Municipal Bonds by Combined Ratings July 31, 2002 (unaudited) ================================================================================ -------------------------------------------------------------------------------- Standard & Percent of Moody's and/or Poor's Total Investments -------------------------------------------------------------------------------- Aaa AAA 6.1% Aa AA 1.3 A A 4.1 Baa BBB 16.8* Ba BB 5.4** B B 5.6 Caa CCC 1.8*** VMIG1 A-1 0.8 NR NR 58.1 ----- 100.0% ===== * 0.7% was rated by Fitch IBCA, Duff &Phelps. ** 0.5% was rated by Fitch IBCA, Duff &Phelps. *** 0.3% was rated by Fitch IBCA, Duff & Phelps. 15 [CLIP ART] Municipal High Income Fund Inc. Bond Ratings (unaudited) ================================================================================ The definitions of the applicable ratings symbols are set forth below: Standard & Poor's Ratings Service ("Standard & Poor's") -- Ratings from "AA" to "CC" may be modified by the addition of a plus (+) or a minus (-) sign to show relative standings within the major rating categories. AAA -- Bonds rated "AAA" have the highest rating assigned by Standard & Poor's. Capacity to pay interest and repay principal is extremely strong. AA -- Bonds rated "AA" have a very strong capacity to pay interest and repay principal and differ from the highest rated issue only in a small degree. A -- Bonds rated "A" have a strong capacity to pay interest and repay principal although it is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher rated categories. BBB -- Bonds rated "BBB" are regarded as having an adequate capacity to pay interest and repay principal. Whereas they normally exhibit adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay interest and repay principal for debt in this category than in higher rated categories. BB, B, -- Bonds rated "BB", "B", "CCC" and "CC" are regarded, on balance, as CCC and CC predominantly speculative and with respect to capacity to pay interest and repay principal in accordance with the terms of the obligation. "BB" represents a lower degree of speculation than "B", and "CC" the highest degree of speculation. While such bonds will likely have some quality and protective characteristics, these are outweighed by large uncertainties or major risk exposures to adverse conditions. Moody's Investors Service ("Moody's") -- Numerical modifiers 1, 2 and 3 may be applied to each generic rating from "Aa" to "Ca," where 1 is the highest and 3 the lowest rating within its generic category. Aaa -- Bonds rated "Aaa" are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as "gilt edge." Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues. Aa -- Bonds rated "Aa" are judged to be of high quality by all standards. Together with the "Aaa" group they comprise what are generally known as high grade bonds. They are rated lower than the best bonds because margins of protection may not be as large in "Aaa" securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present which make the long-term risks appear somewhat larger than in "Aaa" securities. A -- Bonds rated "A" possess many favorable investment attributes and are to be considered as upper medium grade obligations. Factors giving security to principal and interest are considered adequate but elements may be present which suggest a susceptibility to impairment some time in the future. 16 [CLIP ART] Municipal High Income Fund Inc. Bond Ratings (unaudited) (continued) Baa -- Bonds rated "Baa" are considered as medium grade obligations, i.e., they are neither highly protected nor poorly secured. Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well. Ba -- Bonds rated "Ba" are judged to have speculative elements; their future cannot be considered as well assured. Often the protection of interest and principal payments may be very moderate thereby not well safeguarded during both good and bad times over the future. Uncertainty of position characterizes bonds in this class. B -- Bonds rated "B" generally lack characteristics of desirable investments. Assurance of interest and principal payments or of maintenance of other terms of the contract over many long period of time may be small. Caa -- Bonds that are rated "Caa" are of poor standing. These issues may be in default, or there may be present elements of danger with respect to principal or interest. Ca -- Bonds rated "Ca" represent obligations which are speculative in a high degree. Such issues are often in default or have other marked shortcomings. Fitch IBCA, Duff & Phelps ("Fitch") -- Ratings from "BBB" to "C" may be modified by the addition of a plus (+) sign or minus (-) to show relative standings with the major ratings categories. BBB -- Bonds rated "BBB" by Fitch currently have a low expectation of credit risk. The capacity for timely payment of financial commitments is considered to be adequate. Adverse changes in economic conditions and circumstances, however, are more likely to impair this capacity. This is the lowest investment grade category assigned by Fitch. BB -- Bonds rated BB by Fitch carry the possibility of credit risk developing, particularly as the result of adverse economic change over time. Business or financial alternatives may, however, be available to allow financial commitments to be met. Securities rated in this category are not considered by Fitch to be investment grade. CCC, -- Default on bonds rated "CCC", "CC" and "C" by Fitch is a real CC and C possibility. The capacity to meet financial commitments depends solely on a sustained, favorable business and economic environment. Default of some kind on bonds rated "CC" appears probable, a "C" rating indicates imminent default. NR -- Indicates that the bond is not rated by Standard & Poor's, Moody's or Fitch. Short-Term Bond Ratings (unaudited) ================================================================================ A-1 -- Standard & Poor's highest commercial paper and variable-rate demand obligation (VRDO) rating indicating that the degree of safety regarding timely payment is either overwhelming or very strong; those issues determined to possess overwhelming safety characteristics are denoted with a plus (+) sign. VMIG 1 -- Moody's highest rating for issues having a demand feature -- VRDO. 17 [CLIP ART] Municipal High Income Fund Inc. Security Descriptions (unaudited) ================================================================================ ABAG -- Association of Bay Area Governments AIG -- American International Guaranty AMBAC -- American Municipal Bond Assurance Corporation BAN -- Bond Anticipation Notes BIG -- Bond Investors Guaranty CGIC -- Capital Guaranty Insurance Company CHFCLI -- California Health Facility Construction Loan Insurance CONNIE -- College Construction Loan LEE Insurance Association COP -- Certificate of Participation EDA -- Economic Development Authority ETM -- Escrowed to Maturity FGIC -- Financial Guaranty Insurance Company FHA -- Federal Housing Administration FHLMC -- Federal Home Loan Mortgage Corporation FLAIRS -- Floating Adjustable Interest Rate Securities FNMA -- Federal National Mortgage Association FRTC -- Floating Rate Trust Certificates FSA -- Financing Security Assurance GIC -- Guaranteed Investment Contract GNMA -- Government National Mortgage Association GO -- General Obligation HDC -- Housing Development Corporation HFA -- Housing Finance Authority IDA -- Industrial Development Authority/Agency IDB -- Industrial Development Board IDR -- Industrial Development Revenue INFLOS -- Inverse Floaters ISD -- Independent School District LOC -- Letter of Credit MBIA -- Municipal Bond Investors Assurance Corporation MFH -- Multi-Family Housing MVRICS -- Municipal Variable Rate Inverse Coupon Security PCR -- Pollution Control Revenue PSFG -- Permanent School Fund Guaranty RAN -- Revenue Anticipation Notes RIBS -- Residual Interest Bonds RITES -- Residual Interest Tax-Exempt Securities SYCC -- Structured Yield Curve Certificate TAN -- Tax Anticipation Notes TECP -- Tax-Exempt Commercial Paper TOB -- Tender Option Bonds TRAN -- Tax and Revenue Anticipation Notes VA -- Veterans Administration VRWE -- Variable Rate Wednesday Demand 18 [CLIP ART] Municipal High Income Fund Inc. Statement of Assets and Liabilities (unaudited) July 31, 2002 ================================================================================ ASSETS: Investments, at value (Cost -- $188,062,834) .............. $ 174,608,231 Interest receivable ....................................... 2,644,089 Receivable for securities sold ............................ 1,877,647 ------------- Total Assets .............................................. 179,129,967 ------------- LIABILITIES: Payable for securities purchased .......................... 2,002,868 Payable to bank ........................................... 703,640 Dividends payable ......................................... 159,111 Investment advisory fee payable ........................... 67,226 Administration fee payable ................................ 33,352 Accrued expenses .......................................... 101,052 ------------- Total Liabilities ......................................... 3,067,249 ------------- Total Net Assets ............................................. $ 176,062,718 ============= NET ASSETS: Par value of capital shares ............................... $ 208,582 Capital paid in excess of par value ....................... 193,377,737 Undistributed net investment income ....................... 486,911 Accumulated net realized loss from security transactions .. (4,555,909) Net unrealized depreciation of investments ................ (13,454,603) ------------- Total Net Assets ............................................. $ 176,062,718 ============= Shares Outstanding ........................................... 20,858,205 ------------- Net Asset Value .............................................. $ 8.44 ------------- See Notes to Financial Statements. 19 [CLIP ART] Municipal High Income Fund Inc. Statement of Operations (unaudited) For the Nine Months Ended July 31, 2002 ================================================================================ INVESTMENT INCOME: Interest ................................................. $ 10,105,551 ------------ EXPENSES: Investment advisory fee (Note 3) ......................... 525,237 Administration fee (Note 3) .............................. 262,618 Shareholder communications ............................... 136,773 Audit and legal .......................................... 37,947 Shareholder and system servicing fees .................... 35,570 Directors' fees .......................................... 26,754 Pricing service fees ..................................... 12,285 Custody .................................................. 6,552 Other .................................................... 6,741 ------------ Total Expenses ........................................... 1,050,477 ------------ Net Investment Income ....................................... 9,055,074 ------------ REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (NOTE 4): Realized Loss From Security Transactions (excluding short-term securities): Proceeds from sales ................................... 49,204,453 Cost of securities sold ............................... 49,420,725 ------------ Net Realized Loss ........................................ (216,272) ------------ Increase in Net Unrealized Depreciation (Note 1) ......... (4,593,177) ------------ Net Loss on Investments ..................................... (4,809,449) ------------ Increase in Net Assets From Operations ...................... $ 4,245,625 ============ See Notes to Financial Statements. 20 [CLIP ART] Municipal High Income Fund Inc. Statements of Changes in Net Assets For the Nine Months Ended July 31, 2002 (unaudited) and the Year Ended October 31, 2001 ================================================================================ 2002 2001 ---- ---- Operations: Net investment income ............................ $ 9,055,074 $ 12,153,225 Net realized loss ................................ (216,272) (733,106) Increase in net unrealized depreciation .......... (4,593,177) (3,386,185) ------------- ------------- Increase in Net Assets From Operations ................................ 4,245,625 8,033,934 ------------- ------------- DISTRIBUTIONS TO SHAREHOLDERS FROM (NOTE 2): Net investment income ............................ (8,991,607) (11,958,713) ------------- ------------- Decrease in Net Assets From Distributions to Shareholders .................. (8,991,607) (11,958,713) ------------- ------------- FUND SHARE TRANSACTIONS (NOTE 6): Net asset value of shares issued for reinvestment of dividends ...................... 1,241,152 2,166,492 ------------- ------------- Increase in Net Assets From Fund Share Transactions ........................ 1,241,152 2,166,492 ------------- ------------- Decrease in Net Assets .............................. (3,504,830) (1,758,287) NET ASSETS: Beginning of period .............................. 179,567,548 181,325,835 ------------- ------------- End of period* ................................... $ 176,062,718 $ 179,567,548 ============= ============= * Includes undistributed net investment income of ... $ 486,911 $ 298,182 ============= ============= See Notes to Financial Statements. 21 [CLIP ART] Municipal High Income Fund Inc. Notes to Financial Statements (unaudited) ================================================================================ 1. Significant Accounting Policies Municipal High Income Fund Inc. ("Fund"), a Maryland corporation, is registered under the Investment Company Act of 1940, as amended, as a diversified, closed-end management investment company. The significant accounting policies consistently followed by the Fund are: (a) security transactions are accounted for on trade date; (b) securities are valued at the mean between the bid and asked prices provided by an independent pricing service. Securities with no readily obtainable market quotations are valued at fair value as determined by an independent pricing service under the supervision of the Fund's Board of Directors; (c) securities maturing within 60 days are valued at cost plus accreted discount, or minus amortized premium, which approximates value; (d) gains or losses on the sale of securities are calculated by using the specific identification method; (e) interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis; (f) dividends and distributions to shareholders are recorded on the ex-dividend date; (g) the Fund intends to comply with the applicable provisions of the Internal Revenue Code of 1986, as amended, pertaining to regulated investment companies and to make distributions of taxable income sufficient to relieve it from substantially all Federal income and excise taxes; (h) the character of income and gains to be distributed are determined in accordance with income tax regulations which may differ from accounting principles generally accepted in the United States of America; and (i) estimates and assumptions are required to be made regarding assets, liabilities and changes in net assets resulting from operations when financial statements are prepared. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ. In November 2000, the American Institute of Certified Public Accountants ("AICPA") issued a revised version of the AICPA Audit and Accounting Guide for Investment Companies ("Guide"). This revised version is effective for financial statements issued for fiscal years beginning after December 15, 2000. The revised Guide requires the Fund to amortize premium and accrete all discounts on all fixed-income securities. The Fund adopted this requirement November 1, 2001. This change does not affect the Fund's net asset value, but does change the classification of certain amounts in the statement of operations. For the nine months ended July 31, 2002, interest income increased by $56,335, net realized loss increased by $6,257 and the change in net unrealized depreciation of investments increased by $50,078. In addition, the Fund recorded adjustments to increase the cost of securities and increase undistributed net investment income by $125,262 to reflect the cumulative effect of this change up to the date of the adoption. 22 [CLIP ART] Municipal High Income Fund Inc. Notes to Financial Statements (unaudited) (continued) ================================================================================ 2. Exempt-Interest Dividends and Other Distributions The Fund intends to satisfy conditions that will enable interest from municipal securities, which is exempt from Federal income tax, to retain such tax-exempt status when distributed to the shareholders of the Fund. Capital gains distributions, if any, are taxable to shareholders, and are declared and paid at least annually. 3. Investment Advisory Agreement, Administration Agreement and Other Transactions Smith Barney Fund Management LLC ("SBFM"), a subsidiary of Salomon Smith Barney Holdings Inc. ("SSBH"), which, in turn, is a subsidiary of Citigroup Inc. ("Citigroup"), acts as investment adviser to the Fund. The Fund pays SBFM an advisory fee calculated at an annual rate of 0.40% of the average daily net assets. SBFM also acts as the administrator of the Fund for which it receives a fee calculated at an annual rate of 0.20% of the average daily net assets. These fees are calculated daily and paid monthly. All officers and two Directors of the Fund are employees of Citigroup or its affiliates. 4. Investments During the nine months ended July 31, 2002, the aggregate cost of purchases and proceeds from sales of investments (including maturities, but excluding short-term securities) were as follows: Purchases .......................................... $50,117,112 =========== Sales .............................................. $49,204,453 =========== At July 31, 2002, the aggregate gross unrealized appreciation and depreciation of investments for Federal income tax purposes were substantially as follows: Gross unrealized appreciation .......................... $ 4,708,071 Gross unrealized depreciation .......................... (18,162,674) ------------ Net unrealized depreciation ............................ $(13,454,603) ============ 23 [CLIP ART] Municipal High Income Fund Inc. Notes to Financial Statements (unaudited) (continued) ================================================================================ 5. Capital Loss Carryforwards At October 31, 2001, the Fund had, for Federal income tax purposes, approximately $4,340,000 of capital loss carryforwards available to offset future capital gains. To the extent that these capital loss carryforwards are used to offset capital gains, it is probable that the gains so offset will not be distributed. The amount and expiration of the carryforwards are indicated below. Expiration occurs on October 31 of the year indicated: 2002 2003 2004 2005 2007 2008 2009 ---------- -------- -------- -------- -------- -------- -------- Carryforward amounts ......... $1,198,000 $270,000 $205,000 $400,000 $786,000 $748,000 $733,000 6. Capital Shares At July 31, 2002, the Fund had 500,000,000 shares of capital stock authorized with a par value of $0.01 per share. Capital stock transactions were as follows: Nine Months Ended Year Ended July 31, 2002 October 31, 2001 --------------------- --------------------- Shares Amount Shares Amount -------- ---------- -------- ---------- Shares issued on reinvestment ..... 150,097 $1,241,152 235,025 $2,166,492 ======== ========== ======== ========== 24 [CLIP ART] Municipal High Income Fund Inc. Financial Highlights ================================================================================ For a share of capital stock outstanding throughout each year ended October 31, unless otherwise noted: 2002(1) 2001 2000 1999 1998 1997 -------- -------- -------- -------- -------- -------- Net Asset Value, Beginning of Period .......... $ 8.67 $ 8.86 $ 9.00 $ 9.77 $ 9.76 $ 9.53 -------- -------- -------- -------- -------- -------- Income (Loss) From Operations: Net investment income(2) ..... 0.44 0.59 0.60 0.58 0.60 0.61 Net realized and unrealized gain (loss)(2) ............. (0.24) (0.20) (0.16) (0.76) 0.03 0.24 -------- -------- -------- -------- -------- -------- Total Income (Loss) From Operations ................... 0.20 0.39 0.44 (0.18) 0.63 0.85 -------- -------- -------- -------- -------- -------- Less Distributions From: Net investment income ........ (0.43) (0.58) (0.58) (0.59) (0.61) (0.62) In excess of net investment income ..................... -- -- -- -- (0.01) -- Total Distributions ............ (0.43) (0.58) (0.58) (0.59) (0.62) (0.62) -------- -------- -------- -------- -------- -------- Net Asset Value, End of Period ................ $ 8.44 $ 8.67 $ 8.86 $ 9.00 $ 9.77 $ 9.76 ======== ======== ======== ======== ======== ======== Total Return, Based on Market Value ................. (0.47)%++ 13.85% 9.39% (15.76)% 9.34% 17.22% ======== ======== ======== ======== ======== ======== Total Return, Based on Net Asset Value .............. 2.59%++ 4.77% 5.97% (1.79)% 6.75% 9.41% ======== ======== ======== ======== ======== ======== Net Assets, End of Period (000s) ......... $176,063 $179,568 $181,326 $184,085 $197,944 $194,133 ======== ======== ======== ======== ======== ======== Ratios to Average Net Assets: Expenses ..................... 0.80%+ 0.82% 0.71% 0.73% 0.74% 0.74% Net investment income(2) ..... 6.89+ 6.74 6.72 6.08 6.07 6.38 Portfolio Turnover Rate ........ 29% 15% 27% 27% 57% 35% Market Value, End of Period ................ $ 8.160 $ 8.640 $ 8.125 $ 8.000 $ 10.125 $ 9.875 (1) For the nine months ended July 31, 2002 (unaudited). (2) Without the adoption of the change in the accounting method discussed in Note 1 to the financial statements, for the nine months ended July 31, 2002, those amounts would have been $0.43, $0.23 and 6.85% for net investment income, net realized and unrealized loss and the annualized ratio of net investment income to average net assets, respectively. Per share, ratios and supplemental data for the periods prior to November 1, 2001 have not been restated to reflect this change in presentation. ++ Total return is not annualized, as it may not be representative of the total return for the year. + Annualized. 25 [CLIP ART] Municipal High Income Fund Inc. Financial Data Per Share of Common Stock (unaudited) ================================================================================ Dividend Record Payable NYSE Net Asset Dividend Reinvestment Date Date Closing Price* Value* Paid Price ------ ------- ------------- ------ -------- ------- 11/22/99 11/26/99 $7.938 $9.03 $0.0485 $7.74 12/27/99 12/30/99 7.313 8.86 0.0485 7.38 1/25/00 1/28/00 7.750 8.70 0.0485 7.84 2/22/00 2/25/00 7.813 8.65 0.0485 7.66 3/28/00 3/31/00 7.438 8.80 0.0485 7.58 4/25/00 4/28/00 7.625 8.76 0.0485 7.62 5/23/00 5/26/00 7.750 8.60 0.0485 7.75 6/27/00 6/30/00 7.563 8.74 0.0485 7.85 7/25/00 7/28/00 8.094 8.78 0.0485 8.28 8/22/00 8/25/00 8.4375 8.84 0.0485 8.51 9/26/00 9/29/00 8.1875 8.83 0.0485 8.36 10/24/00 10/27/00 8.1250 8.86 0.0485 8.10 11/20/00 11/24/00 8.060 8.25 0.0485 7.96 12/26/00 12/29/00 8.0625 8.81 0.0485 8.49 1/23/01 1/26/01 8.8125 8.79 0.0485 8.61 2/20/01 2/23/01 8.740 8.77 0.0485 8.60 3/27/01 3/30/01 8.380 8.77 0.0485 8.57 4/24/01 4/27/01 8.680 8.67 0.0485 8.50 5/22/01 5/25/01 8.620 8.69 0.0485 8.52 6/26/01 6/29/01 8.630 8.71 0.0485 8.54 7/24/01 7/27/01 8.570 8.75 0.0485 8.57 8/28/01 8/31/01 8.890 8.83 0.0485 8.65 9/25/01 9/28/01 8.300 8.71 0.0485 8.54 10/23/01 10/26/01 8.630 8.70 0.0485 8.53 11/27/01 11/30/01 8.500 8.59 0.0485 8.42 12/24/01 12/28/01 7.890 8.42 0.0485 8.16 1/22/02 1/25/02 8.300 8.45 0.0485 8.28 2/19/02 2/22/02 8.350 8.40 0.0485 8.23 3/19/02 3/22/02 8.160 8.34 0.0485 8.11 4/23/02 4/26/02 8.070 8.36 0.0485 8.18 5/28/02 5/31/02 8.120 8.36 0.0485 8.19 6/25/02 6/28/02 8.160 8.43 0.0465 8.25 7/23/02 7/26/02 8.070 8.46 0.0465 8.22 ---------- * As of record date. 26 [CLIP ART] Municipal High Income Fund Inc. Dividend Reinvestment Plan (unaudited) ================================================================================ The Fund's policy, which may be changed by the Fund's Board of Directors, is generally to make monthly distributions of substantially all its net investment income (i.e., income other than net realized capital gains) to the holders of the Fund's common stock. From time to time, when the Fund makes a substantial capital gains distribution, it may do so in lieu of paying its regular monthly dividend, net income of the Fund consists of all interest income accrued on portfolio assets less all expenses of the Fund. Expenses of the Fund are accrued each day. Net realized capital gains, if any, will be distributed to the shareholders at least once a year. Under the Fund's Dividend Reinvestment Plan ("Plan"), a shareholder whose common stock is registered in his or her own name will have all distributions reinvested automatically by PFPC Global Fund Services ("PFPC"), as purchasing agent under the Plan, unless the shareholder elects to receive cash. Distributions with respect to shares registered in the name of a broker-dealer or other nominee (that is, in "street name") will be reinvested by the broker or nominee in additional shares under the Plan, unless the service is not provided by the broker or nominee or the shareholder elects to receive distributions in cash. Investors who own common stock registered in street name should consult their broker-dealers for details regarding reinvestment. All distributions to shareholders who do not participate in the Plan will be paid by check mailed directly to the record holder by or under the direction of PFPC, as dividend-paying agent. The number of shares of common stock distributed to participants in the Plan in lieu of a cash dividend is determined in the following manner. Whenever the market price of the common stock is equal to or exceeds 98% of net asset value ("NAV") per share on the determination date (generally, the record date for the distribution), participants will be issued shares of common stock valued at the greater of (1) 98% of the NAV or (2) 95% of the market price. To the extent that the Fund issues shares to participants in the Plan at a discount to NAV, the interests of remaining shareholders (i.e., those who do not participate in the Plan) in the Fund's net assets will be proportionately diluted. If 98% of the NAV per share of the common stock at the time of valuation (which is the close of business on the determination date) exceeds the market price of common stock, or if the Fund declares a dividend or capital gains distribution payable only in cash, PFPC will buy common stock in the open market, on the NYSE or elsewhere, for the participants' accounts. If, following the commencement of the purchases and before PFPC has completed its purchases, the market price exceeds 98% of what the NAV per share of the common stock was at the valuation time, PFPC will attempt to terminate purchases in the open market and cause the Fund to issue the remaining portion of the dividend or distribution by issuing shares at a price equal to the greater of (1) 98% of the NAV per share as of the valuation time, or (2) 95% of the then current market price. In this case, the number of shares of common stock received by a Plan participant will be based on the 27 [CLIP ART] Municipal High Income Fund Inc. Dividend Reinvestment Plan (unaudited) (continued) ================================================================================ weighted average of prices paid for shares purchased in the open market and the price at which the Fund issues the remaining shares. To the extent PFPC is unable to stop open market purchases and cause the Fund to issue the remaining shares, the average per share price paid by PFPC may exceed 98% of the NAV per share of the common stock. PFPC will begin to purchase common stock on the open market as soon as practicable after the payment date of the dividend or capital gains distribution, but in no event shall such purchases continue later than 30 days after that date, except when necessary to comply with applicable provisions of the Federal securities laws. PFPC maintains all shareholder accounts in the Plan and furnishes written confirmations of all transactions in each account, including information needed by a shareholder for personal and tax records. The automatic reinvestment of dividends and capital gains distributions will not relieve Plan participants of any income tax that may be payable on the dividends or capital gains distributions. Common stock in the account of each Plan participant will be held by PFPC in uncertificated form in the name of the Plan participant. Plan participants are subject to no charge for reinvesting dividends and capital gains distributions under the Plan. PFPC's fees for handling the reinvestment of dividends and capital gains distributions will be paid by the Fund. No brokerage charges shall apply with respect to shares of common stock issued directly by the Fund under the Plan. Each Plan participant will, however, bear a pro-rata share of brokerage commissions actually incurred with respect to any open market purchases made under the Plan. Experience under the Plan may indicate that changes to it are desirable. The Fund reserves the right to amend or terminate the Plan as applied to any dividend or capital gains distribution paid subsequent to written notice of the change sent to participants at least 30 days before the record date for the dividend or capital gains distribution. The Plan also may be amended or terminated by PFPC or the Fund on at least 30 days' written notice to Plan participants. All correspondence concerning the Plan should be directed by mail to PFPC Global Fund Services, P.O. Box 8030, Boston, Massachusetts 02266-8030 or by telephone at 1-800-331-1710. -------------------- Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940, as amended, that from time to time the Fund may purchase at market prices shares of its common stock in the open market. As of July 31, 2002, the Fund has not repurchased any shares. 27 [CLIP ART] Municipal High Income Fund Inc. Management of the Fund ================================================================================ Directors Allan J. Bloostein Dwight B. Crane Paolo M. Cucchi Robert A. Frankel R. Jay Gerken Paul Hardin William R. Hutchinson Heath B. McLendon, Chairman George M. Pavia Charles F. Barber, Emeritus Officers Heath B. McLendon President and Chief Executive Officer R. Jay Gerken Executive Vice President Lewis E. Daidone Senior Vice President and Chief Administrative Officer Richard L. Peteka Chief Financial Officer and Treasurer Peter M. Coffey Vice President and Investment Officer Michael J. Maher Investment Officer Kaprel Ozsolak Controller Christina T. Sydor Secretary Investment Adviser and Administrator Smith Barney Fund Management LLC 333 West 34th Street New York, New York 10001 Transfer Agent PFPC Global Fund Services P.O. Box 8030 Boston, Massachusetts 02266-8030 Custodian State Street Bank and Trust Company 225 Franklin Street Boston, Massachusetts 02110 [CLIP ART] This report is intended only for shareholders of Municipal High Income Fund Inc. It is not a Prospectus, circular or representation intended for use in the purchase or sale of shares of the Fund or of any securities mentioned in this report. Municipal High Income Fund Inc. 125 Broad Street 10th Floor, MF-2 New York, NY 10004 FD01013 9/02 02-3772