UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number
811-21337
Western Asset Global High Income Fund Inc.
(Exact name of registrant as specified in charter)
620 Eighth Avenue, 47th Floor, New York, NY 10018
(Address of principal executive offices) (Zip code)
Marc A. De Oliveira.
Franklin Templeton
100 First Stamford Place
Stamford, CT 06902
(Name and address of agent for service)
Registrant’s telephone number, including area code: 1-888-777-0102
Date of fiscal year end: May 31
Date of reporting period: May 31, 2024
ITEM 1. | REPORT TO STOCKHOLDERS. |
The Annual Report to Stockholders is filed herewith.
GLOBAL HIGH INCOME
FUND INC. (EHI)
Under normal market conditions, the Fund invests in a global portfolio of securities consisting of below investment grade fixed income securities, emerging market fixed income securities and investment grade fixed income securities.
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Chairman, President and Chief Executive Officer
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Performance Snapshot as of May 31, 2024 | |
Price Per Share | 12-Month Total Return** |
$7.17 (NAV) | 12.34 %† |
$6.96 (Market Price) | 17.46 %‡ |
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Net Asset Value | |
Average annual total returns1 | |
Twelve Months Ended 5/31/24 | 12.34 % |
Five Years Ended 5/31/24 | 1.34 |
Ten Years Ended 5/31/24 | 2.49 |
Cumulative total returns1 | |
5/31/14 through 5/31/24 | 27.88 % |
Market Price | |
Average annual total returns2 | |
Twelve Months Ended 5/31/24 | 17.46 % |
Five Years Ended 5/31/24 | 3.11 |
Ten Years Ended 5/31/24 | 3.47 |
Cumulative total returns2 | |
5/31/14 through 5/31/24 | 40.70 % |
1 | Assumes the reinvestment of all distributions, including returns of capital, if any, at net asset value. |
2 | Assumes the reinvestment of all distributions, including returns of capital, if any, in additional shares in accordance with the Fund’s Dividend Reinvestment Plan. |
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Security | Rate | Maturity Date | Face Amount† | Value | |
Corporate Bonds & Notes — 108.9% | |||||
Communication Services — 12.0% | |||||
Diversified Telecommunication Services — 3.3% | |||||
Altice Financing SA, Senior Secured Notes | 5.000% | 1/15/28 | 750,000 | $593,249 (a)(b) | |
Altice Financing SA, Senior Secured Notes | 5.750% | 8/15/29 | 1,390,000 | 1,034,508 (a)(b) | |
Altice France Holding SA, Senior Secured Notes | 10.500% | 5/15/27 | 470,000 | 174,352 (a) | |
Altice France Holding SA, Senior Secured Notes | 6.000% | 2/15/28 | 1,150,000 | 359,073 (a) | |
Altice France SA, Senior Secured Notes | 5.500% | 1/15/28 | 210,000 | 147,256 (a) | |
Altice France SA, Senior Secured Notes | 5.500% | 10/15/29 | 750,000 | 504,585 (a) | |
British Telecommunications PLC, Senior Notes | 9.625% | 12/15/30 | 60,000 | 72,944 | |
Telecom Italia Capital SA, Senior Notes | 7.200% | 7/18/36 | 284,000 | 258,447 | |
Telecom Italia Capital SA, Senior Notes | 7.200% | 7/18/36 | 846,000 | 863,352 (a) | |
Turk Telekomunikasyon AS, Senior Notes | 4.875% | 6/19/24 | 300,000 | 299,744 (a) | |
Turk Telekomunikasyon AS, Senior Notes | 7.375% | 5/20/29 | 1,090,000 | 1,089,525 (a) | |
Total Diversified Telecommunication Services | 5,397,035 | ||||
Entertainment — 0.5% | |||||
Banijay Entertainment SASU, Senior Secured Notes | 8.125% | 5/1/29 | 870,000 | 890,048 (a)(b) | |
Interactive Media & Services — 0.3% | |||||
Match Group Holdings II LLC, Senior Notes | 3.625% | 10/1/31 | 500,000 | 416,851 (a)(b) | |
Media — 4.5% | |||||
Charter Communications Operating LLC/ Charter Communications Operating Capital Corp., Senior Secured Notes | 3.700% | 4/1/51 | 500,000 | 306,322 | |
Charter Communications Operating LLC/ Charter Communications Operating Capital Corp., Senior Secured Notes | 3.850% | 4/1/61 | 2,830,000 | 1,667,683 | |
Clear Channel Outdoor Holdings Inc., Senior Notes | 7.750% | 4/15/28 | 720,000 | 621,744 (a)(b) | |
DirecTV Financing LLC/DirecTV Financing Co-Obligor Inc., Senior Secured Notes | 5.875% | 8/15/27 | 750,000 | 704,852 (a)(b) | |
DISH DBS Corp., Senior Notes | 7.375% | 7/1/28 | 460,000 | 204,644 |
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Security | Rate | Maturity Date | Face Amount† | Value | |
Media — continued | |||||
DISH DBS Corp., Senior Notes | 5.125% | 6/1/29 | 2,320,000 | $926,112 | |
iHeartCommunications Inc., Senior Secured Notes | 6.375% | 5/1/26 | 480,000 | 367,815 | |
United Group BV, Senior Secured Notes | 5.250% | 2/1/30 | 540,000 EUR | 582,350 (c) | |
Univision Communications Inc., Senior Secured Notes | 6.625% | 6/1/27 | 350,000 | 338,440 (a) | |
Virgin Media Finance PLC, Senior Notes | 5.000% | 7/15/30 | 1,260,000 | 1,047,920 (a)(b) | |
Virgin Media Vendor Financing Notes III DAC, Senior Secured Notes | 4.875% | 7/15/28 | 500,000 GBP | 566,834 (a) | |
Total Media | 7,334,716 | ||||
Wireless Telecommunication Services — 3.4% | |||||
CSC Holdings LLC, Senior Notes | 11.750% | 1/31/29 | 930,000 | 739,660 (a)(b) | |
CSC Holdings LLC, Senior Notes | 4.500% | 11/15/31 | 2,210,000 | 1,354,036 (a) | |
Millicom International Cellular SA, Senior Notes | 6.625% | 10/15/26 | 360,000 | 357,426 (a) | |
Millicom International Cellular SA, Senior Notes | 4.500% | 4/27/31 | 750,000 | 645,258 (a) | |
Sprint Capital Corp., Senior Notes | 6.875% | 11/15/28 | 560,000 | 591,807 | |
Sprint Capital Corp., Senior Notes | 8.750% | 3/15/32 | 1,160,000 | 1,387,398 (b) | |
Vmed O2 UK Financing I PLC, Senior Secured Notes | 4.500% | 7/15/31 | 450,000 GBP | 474,683 (a) | |
Total Wireless Telecommunication Services | 5,550,268 | ||||
Total Communication Services | 19,588,918 | ||||
Consumer Discretionary — 22.8% | |||||
Automobile Components — 3.2% | |||||
Adient Global Holdings Ltd., Senior Notes | 4.875% | 8/15/26 | 530,000 | 514,849 (a)(b) | |
American Axle & Manufacturing Inc., Senior Notes | 6.500% | 4/1/27 | 1,450,000 | 1,443,276 (b) | |
Garrett Motion Holdings Inc./Garrett LX I Sarl, Senior Notes | 7.750% | 5/31/32 | 360,000 | 362,674 (a) | |
JB Poindexter & Co. Inc., Senior Notes | 8.750% | 12/15/31 | 1,800,000 | 1,845,880 (a)(b) | |
ZF North America Capital Inc., Senior Notes | 6.875% | 4/14/28 | 500,000 | 509,132 (a) | |
ZF North America Capital Inc., Senior Notes | 7.125% | 4/14/30 | 510,000 | 526,502 (a) | |
Total Automobile Components | 5,202,313 | ||||
Automobiles — 2.4% | |||||
Ford Motor Co., Senior Notes | 3.250% | 2/12/32 | 1,990,000 | 1,636,673 (b) | |
Ford Motor Credit Co. LLC, Senior Notes | 7.350% | 3/6/30 | 500,000 | 527,272 (b) |
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Security | Rate | Maturity Date | Face Amount† | Value | |
Automobiles — continued | |||||
General Motors Co., Senior Notes | 6.125% | 10/1/25 | 350,000 | $351,802 (b) | |
Nissan Motor Co. Ltd., Senior Notes | 4.810% | 9/17/30 | 1,500,000 | 1,384,645 (a)(b) | |
Total Automobiles | 3,900,392 | ||||
Broadline Retail — 2.5% | |||||
Amazon.com Inc., Senior Notes | 2.100% | 5/12/31 | 750,000 | 627,427 (b) | |
Marks & Spencer PLC, Senior Notes | 3.750% | 5/19/26 | 300,000 GBP | 371,114 (c) | |
Marks & Spencer PLC, Senior Notes | 7.125% | 12/1/37 | 1,120,000 | 1,182,805 (a)(b) | |
MercadoLibre Inc., Senior Notes | 3.125% | 1/14/31 | 1,800,000 | 1,521,937 (b) | |
Prosus NV, Senior Notes | 4.193% | 1/19/32 | 500,000 | 431,550 (c) | |
Total Broadline Retail | 4,134,833 | ||||
Distributors — 0.7% | |||||
Ritchie Bros Holdings Inc., Senior Notes | 7.750% | 3/15/31 | 1,110,000 | 1,160,003 (a)(b) | |
Diversified Consumer Services — 1.9% | |||||
APCOA Parking Holdings GmbH, Senior Secured Notes | 4.625% | 1/15/27 | 1,730,000 EUR | 1,835,198 (a) | |
Carriage Services Inc., Senior Notes | 4.250% | 5/15/29 | 510,000 | 452,647 (a)(b) | |
Service Corp. International, Senior Notes | 7.500% | 4/1/27 | 770,000 | 796,187 | |
Total Diversified Consumer Services | 3,084,032 | ||||
Hotels, Restaurants & Leisure — 11.3% | |||||
888 Acquisitions Ltd., Senior Secured Notes | 7.558% | 7/15/27 | 1,350,000 EUR | 1,454,328 (a) | |
Carnival Holdings Bermuda Ltd., Senior Notes | 10.375% | 5/1/28 | 30,000 | 32,498 (a)(b) | |
Carnival PLC, Senior Notes | 1.000% | 10/28/29 | 2,760,000 EUR | 2,424,174 | |
Carrols Restaurant Group Inc., Senior Notes | 5.875% | 7/1/29 | 460,000 | 475,363 (a) | |
Full House Resorts Inc., Senior Secured Notes | 8.250% | 2/15/28 | 710,000 | 671,998 (a)(b) | |
IRB Holding Corp., Senior Secured Notes | 7.000% | 6/15/25 | 1,160,000 | 1,161,065 (a)(b) | |
Las Vegas Sands Corp., Senior Notes | 3.900% | 8/8/29 | 1,260,000 | 1,145,412 (b) | |
Melco Resorts Finance Ltd., Senior Notes | 5.375% | 12/4/29 | 530,000 | 478,131 (a)(b) | |
NCL Corp. Ltd., Senior Notes | 5.875% | 3/15/26 | 490,000 | 482,090 (a)(b) | |
NCL Corp. Ltd., Senior Secured Notes | 8.125% | 1/15/29 | 190,000 | 198,641 (a) | |
NCL Finance Ltd., Senior Notes | 6.125% | 3/15/28 | 1,830,000 | 1,792,789 (a)(b) | |
Royal Caribbean Cruises Ltd., Senior Notes | 5.375% | 7/15/27 | 1,900,000 | 1,862,776 (a)(b) |
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Security | Rate | Maturity Date | Face Amount† | Value | |
Hotels, Restaurants & Leisure — continued | |||||
Royal Caribbean Cruises Ltd., Senior Notes | 5.500% | 4/1/28 | 1,170,000 | $1,143,720 (a)(b) | |
Saga PLC, Senior Notes | 5.500% | 7/15/26 | 310,000 GBP | 373,884 (c) | |
Sands China Ltd., Senior Notes | 2.850% | 3/8/29 | 680,000 | 597,267 | |
Viking Ocean Cruises Ship VII Ltd., Senior Secured Notes | 5.625% | 2/15/29 | 764,000 | 733,222 (a)(b) | |
VOC Escrow Ltd., Senior Secured Notes | 5.000% | 2/15/28 | 160,000 | 153,784 (a)(b) | |
Wheel Bidco Ltd., Senior Secured Notes | 6.750% | 7/15/26 | 450,000 GBP | 491,701 (a) | |
Wynn Macau Ltd., Senior Notes | 5.625% | 8/26/28 | 850,000 | 794,939 (a) | |
Wynn Macau Ltd., Senior Notes | 5.125% | 12/15/29 | 270,000 | 242,690 (a) | |
Wynn Resorts Finance LLC/Wynn Resorts Capital Corp., Senior Notes | 5.125% | 10/1/29 | 1,330,000 | 1,251,648 (a)(b) | |
Wynn Resorts Finance LLC/Wynn Resorts Capital Corp., Senior Notes | 7.125% | 2/15/31 | 470,000 | 482,883 (a)(b) | |
Total Hotels, Restaurants & Leisure | 18,445,003 | ||||
Specialty Retail — 0.8% | |||||
Global Auto Holdings Ltd./AAG FH UK Ltd., Senior Notes | 8.750% | 1/15/32 | 200,000 | 192,502 (a) | |
Michaels Cos. Inc., Senior Secured Notes | 5.250% | 5/1/28 | 590,000 | 479,160 (a)(b) | |
Sally Holdings LLC/Sally Capital Inc., Senior Notes | 6.750% | 3/1/32 | 560,000 | 549,924 (b) | |
Total Specialty Retail | 1,221,586 | ||||
Total Consumer Discretionary | 37,148,162 | ||||
Consumer Staples — 1.0% | |||||
Beverages — 0.7% | |||||
Central American Bottling Corp./CBC Bottling Holdco SL/Beliv Holdco SL, Senior Notes | 5.250% | 4/27/29 | 1,250,000 | 1,176,469 (a) | |
Food Products — 0.3% | |||||
FAGE International SA/FAGE USA Dairy Industry Inc., Senior Notes | 5.625% | 8/15/26 | 500,000 | 497,915 (a) | |
Total Consumer Staples | 1,674,384 | ||||
Energy — 25.9% | |||||
Energy Equipment & Services — 0.6% | |||||
Noble Finance II LLC, Senior Notes | 8.000% | 4/15/30 | 500,000 | 516,123 (a) | |
Sunnova Energy Corp., Senior Notes | 5.875% | 9/1/26 | 540,000 | 383,721 (a) | |
Total Energy Equipment & Services | 899,844 | ||||
Oil, Gas & Consumable Fuels — 25.3% | |||||
Apache Corp., Senior Notes | 5.100% | 9/1/40 | 1,400,000 | 1,204,482 (b) |
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Security | Rate | Maturity Date | Face Amount† | Value | |
Oil, Gas & Consumable Fuels — continued | |||||
Continental Resources Inc., Senior Notes | 3.800% | 6/1/24 | 1,040,000 | $1,040,000 (b) | |
Continental Resources Inc., Senior Notes | 4.375% | 1/15/28 | 790,000 | 759,140 (b) | |
Continental Resources Inc., Senior Notes | 4.900% | 6/1/44 | 300,000 | 248,219 (b) | |
Crescent Energy Finance LLC, Senior Notes | 9.250% | 2/15/28 | 400,000 | 423,740 (a) | |
Crescent Energy Finance LLC, Senior Notes | 7.625% | 4/1/32 | 470,000 | 479,318 (a) | |
Diamondback Energy Inc., Senior Notes | 3.500% | 12/1/29 | 730,000 | 669,915 (b) | |
Ecopetrol SA, Senior Notes | 5.875% | 5/28/45 | 2,490,000 | 1,789,909 (d) | |
Ecopetrol SA, Senior Notes | 5.875% | 11/2/51 | 320,000 | 221,809 | |
El Paso Natural Gas Co. LLC, Senior Notes | 8.375% | 6/15/32 | 70,000 | 80,698 | |
Energy Transfer LP, Junior Subordinated Notes (6.625% to 2/15/28 then 3 mo. USD LIBOR + 4.155%) | 6.625% | 2/15/28 | 680,000 | 642,228 (b)(e)(f) | |
EQM Midstream Partners LP, Senior Notes | 4.500% | 1/15/29 | 1,060,000 | 988,622 (a)(b) | |
EQM Midstream Partners LP, Senior Notes | 7.500% | 6/1/30 | 510,000 | 538,993 (a)(b) | |
EQM Midstream Partners LP, Senior Notes | 4.750% | 1/15/31 | 1,540,000 | 1,415,159 (a)(b) | |
EQT Corp., Senior Notes | 3.900% | 10/1/27 | 1,380,000 | 1,316,844 (b) | |
Hilcorp Energy I LP/Hilcorp Finance Co., Senior Notes | 8.375% | 11/1/33 | 470,000 | 503,111 (a) | |
KazMunayGas National Co. JSC, Senior Notes | 3.500% | 4/14/33 | 500,000 | 406,800 (a) | |
Kinder Morgan Inc., Senior Notes | 7.750% | 1/15/32 | 1,390,000 | 1,562,529 (b) | |
NGPL PipeCo LLC, Senior Notes | 7.768% | 12/15/37 | 1,430,000 | 1,636,980 (a)(b) | |
Occidental Petroleum Corp., Senior Notes | 6.950% | 7/1/24 | 204,000 | 204,053 | |
Occidental Petroleum Corp., Senior Notes | 2.900% | 8/15/24 | 710,000 | 706,993 | |
Occidental Petroleum Corp., Senior Notes | 5.550% | 3/15/26 | 450,000 | 449,710 | |
Occidental Petroleum Corp., Senior Notes | 6.200% | 3/15/40 | 310,000 | 312,602 | |
Pan American Energy LLC, Senior Notes | 8.500% | 4/30/32 | 500,000 | 521,047 (a) |
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Security | Rate | Maturity Date | Face Amount† | Value | |
Oil, Gas & Consumable Fuels — continued | |||||
Petrobras Global Finance BV, Senior Notes | 6.750% | 1/27/41 | 2,910,000 | $2,804,327 (b) | |
Petroleos del Peru SA, Senior Notes | 4.750% | 6/19/32 | 650,000 | 471,665 (a) | |
Petroleos del Peru SA, Senior Notes | 5.625% | 6/19/47 | 500,000 | 303,915 (a) | |
Petroleos Mexicanos, Senior Notes | 6.500% | 6/2/41 | 250,000 | 172,623 | |
Petroleos Mexicanos, Senior Notes | 6.375% | 1/23/45 | 3,732,000 | 2,449,855 | |
Puma International Financing SA, Senior Notes | 7.750% | 4/25/29 | 420,000 | 427,048 (a) | |
Range Resources Corp., Senior Notes | 4.875% | 5/15/25 | 770,000 | 763,860 (b) | |
Range Resources Corp., Senior Notes | 8.250% | 1/15/29 | 430,000 | 447,982 (b) | |
Rockies Express Pipeline LLC, Senior Notes | 6.875% | 4/15/40 | 330,000 | 313,865 (a)(b) | |
SilverBow Resources Inc., Secured Notes (3 mo. Term SOFR + 7.750%) | 13.079% | 12/15/28 | 600,000 | 603,082 (a)(f) | |
Summit Midstream Holdings LLC/ Summit Midstream Finance Corp., Secured Notes | 9.500% | 10/15/26 | 960,000 | 985,558 (a)(b) | |
Targa Resources Partners LP/Targa Resources Partners Finance Corp., Senior Notes | 6.500% | 7/15/27 | 1,220,000 | 1,228,106 (b) | |
Transcontinental Gas Pipe Line Co. LLC, Senior Notes | 7.850% | 2/1/26 | 1,500,000 | 1,545,691 (b) | |
Venture Global LNG Inc., Senior Secured Notes | 9.875% | 2/1/32 | 660,000 | 708,127 (a)(b) | |
Vital Energy Inc., Senior Notes | 7.875% | 4/15/32 | 650,000 | 660,423 (a)(b) | |
Western Midstream Operating LP, Senior Notes | 5.300% | 3/1/48 | 500,000 | 430,051 | |
Western Midstream Operating LP, Senior Notes | 5.250% | 2/1/50 | 6,216,000 | 5,402,551 (d) | |
Williams Cos. Inc., Senior Notes | 4.550% | 6/24/24 | 680,000 | 679,393 (b) | |
Williams Cos. Inc., Senior Notes | 7.500% | 1/15/31 | 340,000 | 374,765 | |
Williams Cos. Inc., Senior Notes | 8.750% | 3/15/32 | 486,000 | 575,387 | |
Williams Cos. Inc., Senior Notes | 5.750% | 6/24/44 | 1,510,000 | 1,484,186 (d) | |
YPF SA, Senior Notes | 8.500% | 7/28/25 | 300,000 | 296,205 (a) | |
Total Oil, Gas & Consumable Fuels | 41,251,566 | ||||
Total Energy | 42,151,410 |
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Security | Rate | Maturity Date | Face Amount† | Value | |
Financials — 17.6% | |||||
Banks — 10.9% | |||||
Banco Mercantil del Norte SA, Junior Subordinated Notes (6.625% to 1/24/32 then 10 year Treasury Constant Maturity Rate + 5.034%) | 6.625% | 1/24/32 | 1,340,000 | $1,204,569 (a)(b)(e)(f) | |
Barclays PLC, Junior Subordinated Notes (8.000% to 6/15/24 then 5 year Treasury Constant Maturity Rate + 5.672%) | 8.000% | 6/15/24 | 1,800,000 | 1,803,064 (b)(e)(f) | |
BBVA Bancomer SA, Subordinated Notes (5.125% to 1/17/28 then 5 year Treasury Constant Maturity Rate + 2.650%) | 5.125% | 1/18/33 | 570,000 | 525,284 (a)(f) | |
BNP Paribas SA, Junior Subordinated Notes (7.750% to 8/16/29 then 5 year Treasury Constant Maturity Rate + 4.899%) | 7.750% | 8/16/29 | 2,400,000 | 2,462,073 (a)(b)(e)(f) | |
Comerica Bank, Senior Notes | 2.500% | 7/23/24 | 620,000 | 616,978 (b) | |
Credit Agricole SA, Junior Subordinated Notes (8.125% to 12/23/25 then USD 5 year ICE Swap Rate + 6.185%) | 8.125% | 12/23/25 | 2,160,000 | 2,207,200 (a)(b)(e)(f) | |
HSBC Holdings PLC, Subordinated Notes (8.113% to 11/3/32 then SOFR + 4.250%) | 8.113% | 11/3/33 | 950,000 | 1,077,397 (b)(f) | |
Intesa Sanpaolo SpA, Subordinated Notes | 5.710% | 1/15/26 | 2,250,000 | 2,229,190 (a)(b) | |
JPMorgan Chase & Co., Junior Subordinated Notes (6.100% to 10/1/24 then 3 mo. Term SOFR + 3.592%) | 6.100% | 10/1/24 | 500,000 | 502,062 (b)(e)(f) | |
Lloyds Banking Group PLC, Junior Subordinated Notes (8.000% to 3/27/30 then 5 year Treasury Constant Maturity Rate + 3.913%) | 8.000% | 9/27/29 | 2,360,000 | 2,386,505 (d)(e)(f) | |
UniCredit SpA, Subordinated Notes (7.296% to 4/2/29 then USD 5 year ICE Swap Rate + 4.914%) | 7.296% | 4/2/34 | 2,600,000 | 2,674,218 (a)(b)(f) | |
Total Banks | 17,688,540 | ||||
Capital Markets — 1.0% | |||||
Credit Suisse AG AT1 Claim | — | — | 4,900,000 | 147,000 *(g)(h) | |
StoneX Group Inc., Senior Secured Notes | 7.875% | 3/1/31 | 330,000 | 337,976 (a) |
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Security | Rate | Maturity Date | Face Amount† | Value | |
Capital Markets — continued | |||||
UBS Group AG, Junior Subordinated Notes (6.875% to 8/7/25 then USD 5 year ICE Swap Rate + 4.590%) | 6.875% | 8/7/25 | 600,000 | $595,388 (c)(e)(f) | |
UBS Group AG, Junior Subordinated Notes (9.250% to 11/13/28 then 5 year Treasury Constant Maturity Rate + 4.745%) | 9.250% | 11/13/28 | 500,000 | 535,089 (a)(e)(f) | |
Total Capital Markets | 1,615,453 | ||||
Consumer Finance — 0.5% | |||||
Navient Corp., Senior Notes | 5.875% | 10/25/24 | 480,000 | 479,430 (b) | |
Navient Corp., Senior Notes | 6.750% | 6/15/26 | 410,000 | 409,538 (b) | |
Total Consumer Finance | 888,968 | ||||
Financial Services — 4.6% | |||||
AerCap Ireland Capital DAC/AerCap Global Aviation Trust, Senior Notes | 3.400% | 10/29/33 | 4,000,000 | 3,333,127 (d) | |
Boost Newco Borrower LLC, Senior Secured Notes | 7.500% | 1/15/31 | 210,000 | 217,806 (a) | |
Boost Newco Borrower LLC/GTCR W Dutch Finance Sub BV, Senior Secured Notes | 8.500% | 1/15/31 | 100,000 GBP | 137,135 (a) | |
GE Capital International Funding Co. Unlimited Co., Senior Notes | 3.373% | 11/15/25 | 1,000,000 | 972,434 (b) | |
Global Aircraft Leasing Co. Ltd., Senior Notes (6.500% Cash or 7.250% PIK) | 6.500% | 9/15/24 | 1,207,683 | 1,149,895 (a)(i) | |
Jane Street Group/JSG Finance Inc., Senior Secured Notes | 7.125% | 4/30/31 | 1,040,000 | 1,059,483 (a)(b) | |
Rocket Mortgage LLC/Rocket Mortgage Co-Issuer Inc., Senior Notes | 3.625% | 3/1/29 | 300,000 | 268,514 (a) | |
VistaJet Malta Finance PLC/Vista Management Holding Inc., Senior Notes | 6.375% | 2/1/30 | 530,000 | 425,984 (a) | |
Total Financial Services | 7,564,378 | ||||
Mortgage Real Estate Investment Trusts (REITs) — 0.6% | |||||
Starwood Property Trust Inc., Senior Notes | 7.250% | 4/1/29 | 970,000 | 965,883 (a)(b) | |
Total Financials | 28,723,222 | ||||
Health Care — 4.3% | |||||
Health Care Equipment & Supplies — 0.4% | |||||
Medline Borrower LP, Senior Secured Notes | 3.875% | 4/1/29 | 700,000 | 637,722 (a)(b) |
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Security | Rate | Maturity Date | Face Amount† | Value | |
Health Care Providers & Services — 2.3% | |||||
Centene Corp., Senior Notes | 2.625% | 8/1/31 | 500,000 | $407,260 | |
CHS/Community Health Systems Inc., Senior Secured Notes | 4.750% | 2/15/31 | 250,000 | 197,592 (a)(b) | |
CHS/Community Health Systems Inc., Senior Secured Notes | 10.875% | 1/15/32 | 1,130,000 | 1,168,978 (a)(b)(j) | |
Legacy LifePoint Health LLC, Senior Secured Notes | 4.375% | 2/15/27 | 580,000 | 548,199 (a)(b) | |
Sotera Health Holdings LLC, Senior Secured Notes | 7.375% | 6/1/31 | 630,000 | 625,359 (a) | |
Tenet Healthcare Corp., Secured Notes | 6.250% | 2/1/27 | 860,000 | 861,980 (b) | |
Total Health Care Providers & Services | 3,809,368 | ||||
Pharmaceuticals — 1.6% | |||||
Bausch Health Cos. Inc., Senior Secured Notes | 4.875% | 6/1/28 | 840,000 | 616,199 (a) | |
Cidron Aida Finco Sarl, Senior Secured Notes | 5.000% | 4/1/28 | 672,000 EUR | 701,358 (a) | |
Endo Finance Holdings Inc., Senior Secured Notes | 8.500% | 4/15/31 | 640,000 | 656,812 (a) | |
Par Pharmaceutical Inc., Escrow | — | — | 310,000 | 0 *(a)(g)(h)(k) | |
Teva Pharmaceutical Finance Netherlands III BV, Senior Notes | 3.150% | 10/1/26 | 700,000 | 655,400 (b) | |
Total Pharmaceuticals | 2,629,769 | ||||
Total Health Care | 7,076,859 | ||||
Industrials — 13.0% | |||||
Aerospace & Defense — 1.0% | |||||
Bombardier Inc., Senior Notes | 7.500% | 2/1/29 | 620,000 | 641,904 (a)(b) | |
TransDigm Inc., Senior Secured Notes | 7.125% | 12/1/31 | 940,000 | 965,348 (a)(b) | |
Total Aerospace & Defense | 1,607,252 | ||||
Building Products — 0.6% | |||||
Standard Industries Inc., Senior Notes | 5.000% | 2/15/27 | 360,000 | 349,324 (a)(b) | |
Standard Industries Inc., Senior Notes | 4.375% | 7/15/30 | 640,000 | 571,614 (a)(b) | |
Total Building Products | 920,938 | ||||
Commercial Services & Supplies — 2.0% | |||||
CoreCivic Inc., Senior Notes | 4.750% | 10/15/27 | 80,000 | 75,332 | |
CoreCivic Inc., Senior Notes | 8.250% | 4/15/29 | 1,590,000 | 1,661,581 (b) | |
GEO Group Inc., Senior Notes | 10.250% | 4/15/31 | 600,000 | 631,822 (a)(b) | |
GEO Group Inc., Senior Secured Notes | 8.625% | 4/15/29 | 440,000 | 453,209 (a) | |
GFL Environmental Inc., Senior Secured Notes | 6.750% | 1/15/31 | 440,000 | 449,358 (a) | |
Total Commercial Services & Supplies | 3,271,302 |
18
Security | Rate | Maturity Date | Face Amount† | Value | |
Industrial Conglomerates — 0.2% | |||||
Alfa SAB de CV, Senior Notes | 6.875% | 3/25/44 | 400,000 | $408,616 (a)(b) | |
Machinery — 0.5% | |||||
Titan International Inc., Senior Secured Notes | 7.000% | 4/30/28 | 810,000 | 784,875 (b) | |
Passenger Airlines — 7.6% | |||||
American Airlines Group Inc., Senior Notes | 3.750% | 3/1/25 | 2,030,000 | 1,986,248 (a)(b) | |
American Airlines Inc., Senior Secured Notes | 8.500% | 5/15/29 | 1,040,000 | 1,073,334 (a)(b) | |
Delta Air Lines Inc., Senior Notes | 2.900% | 10/28/24 | 840,000 | 831,108 (b) | |
Delta Air Lines Inc., Senior Notes | 7.375% | 1/15/26 | 690,000 | 706,157 (b) | |
Delta Air Lines Inc., Senior Secured Notes | 7.000% | 5/1/25 | 6,050,000 | 6,107,760 (a)(b)(d) | |
Spirit Loyalty Cayman Ltd./Spirit IP Cayman Ltd., Senior Secured Notes | 8.000% | 9/20/25 | 1,778,693 | 1,336,938 (a) | |
Spirit Loyalty Cayman Ltd./Spirit IP Cayman Ltd., Senior Secured Notes | 8.000% | 9/20/25 | 490,000 | 368,304 (a) | |
Total Passenger Airlines | 12,409,849 | ||||
Trading Companies & Distributors — 1.1% | |||||
H&E Equipment Services Inc., Senior Notes | 3.875% | 12/15/28 | 1,130,000 | 1,014,379 (a)(b) | |
United Rentals North America Inc., Senior Notes | 5.500% | 5/15/27 | 750,000 | 743,218 (b) | |
Total Trading Companies & Distributors | 1,757,597 | ||||
Total Industrials | 21,160,429 | ||||
Information Technology — 2.2% | |||||
Communications Equipment — 0.4% | |||||
CommScope Technologies LLC, Senior Notes | 5.000% | 3/15/27 | 580,000 | 239,250 (a) | |
Viasat Inc., Senior Notes | 7.500% | 5/30/31 | 660,000 | 450,554 (a)(b) | |
Total Communications Equipment | 689,804 | ||||
Electronic Equipment, Instruments & Components — 0.2% | |||||
EquipmentShare.com Inc., Secured Notes | 8.625% | 5/15/32 | 280,000 | 290,309 (a) | |
Software — 0.4% | |||||
Cloud Software Group Inc., Senior Secured Notes | 8.250% | 6/30/32 | 590,000 | 596,326 (a) |
19
Security | Rate | Maturity Date | Face Amount† | Value | |
Technology Hardware, Storage & Peripherals — 1.2% | |||||
Seagate HDD Cayman, Senior Notes | 4.750% | 1/1/25 | 1,330,000 | $1,319,486 (b) | |
Seagate HDD Cayman, Senior Notes | 4.875% | 6/1/27 | 630,000 | 612,153 (b) | |
Total Technology Hardware, Storage & Peripherals | 1,931,639 | ||||
Total Information Technology | 3,508,078 | ||||
Materials — 6.2% | |||||
Chemicals — 1.5% | |||||
Braskem Netherlands Finance BV, Senior Notes | 5.875% | 1/31/50 | 750,000 | 551,469 (c) | |
Orbia Advance Corp. SAB de CV, Senior Notes | 5.875% | 9/17/44 | 1,000,000 | 908,118 (a)(b) | |
Sasol Financing USA LLC, Senior Notes | 8.750% | 5/3/29 | 930,000 | 931,004 (a) | |
Total Chemicals | 2,390,591 | ||||
Construction Materials — 0.5% | |||||
Smyrna Ready Mix Concrete LLC, Senior Secured Notes | 8.875% | 11/15/31 | 730,000 | 769,251 (a) | |
Containers & Packaging — 1.3% | |||||
Ardagh Metal Packaging Finance USA LLC/Ardagh Metal Packaging Finance PLC, Senior Notes | 4.000% | 9/1/29 | 770,000 | 636,488 (a) | |
Ardagh Packaging Finance PLC/Ardagh Holdings USA Inc., Senior Notes | 5.250% | 8/15/27 | 840,000 | 494,382 (a) | |
Pactiv LLC, Senior Notes | 8.375% | 4/15/27 | 1,020,000 | 1,065,157 | |
Total Containers & Packaging | 2,196,027 | ||||
Metals & Mining — 2.9% | |||||
Anglo American Capital PLC, Senior Notes | 4.875% | 5/14/25 | 359,000 | 356,112 (a) | |
ArcelorMittal SA, Senior Notes | 7.000% | 10/15/39 | 1,140,000 | 1,237,440 (d) | |
First Quantum Minerals Ltd., Secured Notes | 9.375% | 3/1/29 | 630,000 | 658,180 (a)(b) | |
Freeport Indonesia PT, Senior Notes | 5.315% | 4/14/32 | 500,000 | 482,549 (a) | |
Southern Copper Corp., Senior Notes | 5.250% | 11/8/42 | 1,620,000 | 1,503,320 (d) | |
Teck Resources Ltd., Senior Notes | 6.000% | 8/15/40 | 460,000 | 457,233 | |
Total Metals & Mining | 4,694,834 | ||||
Total Materials | 10,050,703 | ||||
Real Estate — 1.3% | |||||
Health Care REITs — 0.1% | |||||
Diversified Healthcare Trust, Senior Notes | 4.375% | 3/1/31 | 140,000 | 101,307 | |
Hotel & Resort REITs — 0.6% | |||||
Service Properties Trust, Senior Notes | 8.875% | 6/15/32 | 1,040,000 | 973,495 (j) |
20
Security | Rate | Maturity Date | Face Amount† | Value | |
Real Estate Management & Development — 0.2% | |||||
Add Hero Holdings Ltd., Senior Secured Notes (7.500% Cash or 8.500% PIK) | 8.500% | 9/30/29 | 100,223 | $5,512 (c)(i) | |
Add Hero Holdings Ltd., Senior Secured Notes (8.000% Cash or 9.000% PIK) | 9.000% | 9/30/30 | 77,280 | 2,125 (c)(i) | |
Add Hero Holdings Ltd., Senior Secured Notes (8.800% Cash or 9.800% PIK) | 9.800% | 9/30/31 | 100,848 | 2,521 (c)(i) | |
China Aoyuan Group Ltd., Senior Notes, Step bond (0.000% to 9/30/31 then 1.000%) | 0.000% | 3/30/2173 | 152,810 | 1,528 (c) | |
China Aoyuan Group Ltd., Senior Secured Notes (5.500% PIK) | 5.500% | 9/30/31 | 39,251 | 294 (c)(i) | |
Country Garden Holdings Co. Ltd., Senior Secured Notes | — | 1/27/24 | 400,000 | 34,500 *(c)(l) | |
Cushman & Wakefield US Borrower LLC, Senior Secured Notes | 8.875% | 9/1/31 | 180,000 | 189,377 (a) | |
Heimstaden AB, Senior Notes | 4.250% | 3/9/26 | 200,000 EUR | 162,508 (c) | |
Total Real Estate Management & Development | 398,365 | ||||
Specialized REITs — 0.4% | |||||
Iron Mountain Inc., Senior Notes | 7.000% | 2/15/29 | 710,000 | 720,108 (a)(b) | |
Total Real Estate | 2,193,275 | ||||
Utilities — 2.6% | |||||
Electric Utilities — 1.2% | |||||
Comision Federal de Electricidad, Senior Notes | 3.348% | 2/9/31 | 600,000 | 500,485 (a) | |
Eskom Holdings SOC Ltd., Senior Notes | 4.314% | 7/23/27 | 980,000 | 899,601 (c) | |
Vistra Operations Co. LLC, Senior Notes | 7.750% | 10/15/31 | 550,000 | 571,858 (a)(b) | |
Total Electric Utilities | 1,971,944 | ||||
Gas Utilities — 1.4% | |||||
Suburban Propane Partners LP/ Suburban Energy Finance Corp., Senior Notes | 5.875% | 3/1/27 | 2,340,000 | 2,305,855 (b) | |
Total Utilities | 4,277,799 | ||||
Total Corporate Bonds & Notes (Cost — $167,610,583) | 177,553,239 | ||||
Sovereign Bonds — 25.4% | |||||
Angola — 0.7% | |||||
Angolan Government International Bond, Senior Notes | 8.000% | 11/26/29 | 1,200,000 | 1,091,250 (a) |
21
Security | Rate | Maturity Date | Face Amount† | Value | |
Argentina — 0.7% | |||||
Provincia de Buenos Aires, Senior Notes, Step bond (6.375% to 9/1/24 then 6.625%) | 6.375% | 9/1/37 | 157,687 | $69,974 (a) | |
Provincia de Cordoba, Senior Notes | 6.875% | 2/1/29 | 1,370,000 | 1,041,200 (a) | |
Total Argentina | 1,111,174 | ||||
Bahamas — 0.5% | |||||
Bahamas Government International Bond, Senior Notes | 6.000% | 11/21/28 | 500,000 | 452,238 (a) | |
Bahamas Government International Bond, Senior Notes | 9.000% | 6/16/29 | 425,000 | 420,962 (a) | |
Total Bahamas | 873,200 | ||||
Brazil — 1.0% | |||||
Brazil Notas do Tesouro Nacional Serie F, Notes | 10.000% | 1/1/25 | 6,500,000 BRL | 1,233,976 | |
Brazilian Government International Bond, Senior Notes | 5.625% | 1/7/41 | 500,000 | 440,791 | |
Total Brazil | 1,674,767 | ||||
Colombia — 1.4% | |||||
Colombia Government International Bond, Senior Notes | 3.250% | 4/22/32 | 1,000,000 | 763,527 (b) | |
Colombia Government International Bond, Senior Notes | 7.375% | 9/18/37 | 1,042,000 | 1,009,834 (b) | |
Colombia Government International Bond, Senior Notes | 4.125% | 2/22/42 | 830,000 | 544,381 | |
Total Colombia | 2,317,742 | ||||
Costa Rica — 0.3% | |||||
Costa Rica Government International Bond, Senior Notes | 7.158% | 3/12/45 | 500,000 | 521,375 (a) | |
Dominican Republic — 2.2% | |||||
Dominican Republic International Bond, Senior Notes | 9.750% | 6/5/26 | 37,500,000 DOP | 640,686 (c) | |
Dominican Republic International Bond, Senior Notes | 4.500% | 1/30/30 | 620,000 | 565,669 (a) | |
Dominican Republic International Bond, Senior Notes | 4.875% | 9/23/32 | 1,910,000 | 1,714,968 (a) | |
Dominican Republic International Bond, Senior Notes | 13.625% | 2/3/33 | 31,500,000 DOP | 635,558 (c) | |
Total Dominican Republic | 3,556,881 |
22
Security | Rate | Maturity Date | Face Amount† | Value | |
Ecuador — 0.1% | |||||
Ecuador Government International Bond, Senior Notes, Step bond (2.500% to 7/31/24 then 5.000%) | 2.500% | 7/31/40 | 480,000 | $224,400 (a) | |
Egypt — 0.9% | |||||
Egypt Government International Bond, Senior Notes | 7.625% | 5/29/32 | 1,780,000 | 1,523,235 (c) | |
Indonesia — 1.6% | |||||
Indonesia Government International Bond, Senior Notes | 6.625% | 2/17/37 | 945,000 | 1,051,653 (c) | |
Indonesia Treasury Bond | 6.875% | 4/15/29 | 24,200,000,000 IDR | 1,489,908 | |
Indonesia Treasury Bond | 8.375% | 3/15/34 | 209,000,000 IDR | 14,136 | |
Total Indonesia | 2,555,697 | ||||
Ivory Coast — 0.8% | |||||
Ivory Coast Government International Bond, Senior Notes | 6.125% | 6/15/33 | 1,500,000 | 1,335,712 (a) | |
Jamaica — 0.4% | |||||
Jamaica Government International Bond, Senior Notes | 8.000% | 3/15/39 | 500,000 | 586,825 | |
Jordan — 0.6% | |||||
Jordan Government International Bond, Senior Notes | 5.850% | 7/7/30 | 960,000 | 884,238 (a) | |
Kenya — 0.3% | |||||
Republic of Kenya Government International Bond, Senior Notes | 8.000% | 5/22/32 | 600,000 | 549,408 (a) | |
Mexico — 4.3% | |||||
Mexican Bonos, Bonds | 7.750% | 5/29/31 | 77,360,000 MXN | 4,080,088 | |
Mexico Government International Bond, Senior Notes | 2.659% | 5/24/31 | 2,020,000 | 1,667,217 | |
Mexico Government International Bond, Senior Notes | 3.500% | 2/12/34 | 1,500,000 | 1,228,004 (b) | |
Total Mexico | 6,975,309 | ||||
Nigeria — 1.2% | |||||
Nigeria Government International Bond, Senior Notes | 7.143% | 2/23/30 | 920,000 | 813,188 (a) | |
Nigeria Government International Bond, Senior Notes | 7.696% | 2/23/38 | 1,450,000 | 1,149,315 (c) | |
Total Nigeria | 1,962,503 | ||||
Oman — 1.0% | |||||
Oman Government International Bond, Senior Notes | 5.625% | 1/17/28 | 1,600,000 | 1,595,834 (a) |
23
Security | Rate | Maturity Date | Face Amount† | Value | |
Panama — 0.8% | |||||
Panama Government International Bond, Senior Notes | 2.252% | 9/29/32 | 1,890,000 | $1,350,309 | |
Peru — 1.2% | |||||
Peruvian Government International Bond, Senior Notes | 8.750% | 11/21/33 | 1,604,000 | 1,927,731 (b) | |
Philippines — 0.4% | |||||
Philippine Government International Bond, Senior Notes | 3.200% | 7/6/46 | 1,000,000 | 697,590 | |
Qatar — 0.9% | |||||
Qatar Government International Bond, Senior Notes | 3.750% | 4/16/30 | 1,500,000 | 1,413,439 (a) | |
Saudi Arabia — 0.9% | |||||
Saudi Government International Bond, Senior Notes | 4.000% | 4/17/25 | 1,500,000 | 1,480,995 (a) | |
Senegal — 0.2% | |||||
Senegal Government International Bond, Senior Notes | 6.250% | 5/23/33 | 450,000 | 381,087 (a) | |
South Africa — 0.3% | |||||
Republic of South Africa Government International Bond, Senior Notes | 6.250% | 3/8/41 | 500,000 | 411,701 | |
Supranational — 0.5% | |||||
European Bank for Reconstruction & Development, Senior Notes | 4.250% | 2/7/28 | 13,000,000,000 IDR | 742,720 | |
Turkey — 1.4% | |||||
Turkey Government International Bond, Senior Notes | 5.125% | 2/17/28 | 2,000,000 | 1,896,292 | |
Turkey Government International Bond, Senior Notes | 4.875% | 4/16/43 | 500,000 | 353,151 | |
Total Turkey | 2,249,443 | ||||
Ukraine — 0.3% | |||||
Ukraine Government International Bond, Senior Notes | 7.375% | 9/25/34 | 1,950,000 | 529,760 *(a)(m) | |
Uruguay — 0.5% | |||||
Uruguay Government International Bond, Senior Notes | 9.750% | 7/20/33 | 32,500,000 UYU | 867,327 | |
Total Sovereign Bonds (Cost — $40,188,377) | 41,391,652 |
24
Security | Rate | Maturity Date | Face Amount† | Value | |
Senior Loans — 12.0% | |||||
Communication Services — 0.7% | |||||
Media — 0.7% | |||||
iHeartCommunications Inc., New Term Loan (1 mo. Term SOFR + 3.114%) | 8.444% | 5/1/26 | 720,000 | $569,200 (f)(n)(o) | |
Ziggo Financing Partnership, Term Loan I (1 mo. Term SOFR + 2.614%) | 7.931% | 4/30/28 | 500,000 | 494,470 (f)(n)(o) | |
Total Communication Services | 1,063,670 | ||||
Consumer Discretionary — 2.6% | |||||
Automobile Components — 0.7% | |||||
Autokiniton US Holdings Inc., 2024 Replacement Term Loan B (1 mo. Term SOFR + 4.114%) | 9.444% | 4/6/28 | 748,125 | 755,273 (f)(n)(o) | |
First Brands Group LLC, 2022 Incremental Term Loan (3 mo. Term SOFR + 5.262%) | 10.591% | 3/30/27 | 498,831 | 496,337 (f)(n)(o) | |
Total Automobile Components | 1,251,610 | ||||
Diversified Consumer Services — 0.1% | |||||
WW International Inc., Initial Term Loan (1 mo. Term SOFR + 3.614%) | 8.944% | 4/13/28 | 324,000 | 148,332 (f)(n)(o) | |
Hotels, Restaurants & Leisure — 1.8% | |||||
Caesars Entertainment Inc., Incremental Term Loan B1 (3 mo. Term SOFR + 2.750%) | 8.097% | 2/6/31 | 1,400,000 | 1,406,125 (f)(n)(o) | |
Fertitta Entertainment LLC, Initial Term Loan B (1 mo. Term SOFR + 3.750%) | 9.071% | 1/27/29 | 997,455 | 1,001,615 (f)(n)(o) | |
Scientific Games International Inc., Term Loan B1 (1 mo. Term SOFR + 2.750%) | 8.070% | 4/14/29 | 500,000 | 503,320 (f)(n)(o) | |
Total Hotels, Restaurants & Leisure | 2,911,060 | ||||
Total Consumer Discretionary | 4,311,002 | ||||
Consumer Staples — 0.8% | |||||
Beverages — 0.5% | |||||
Triton Water Holdings Inc., First Lien Initial Term Loan (3 mo. Term SOFR + 3.512%) | 8.814% | 3/31/28 | 797,949 | 797,721 (f)(n)(o) | |
Consumer Staples Distribution & Retail — 0.3% | |||||
Froneri U.S. Inc., Term Loan Facility B2 (1 mo. Term SOFR + 2.350%) | 7.679% | 1/29/27 | 498,705 | 500,034 (f)(n)(o) | |
Total Consumer Staples | 1,297,755 |
25
Security | Rate | Maturity Date | Face Amount† | Value | |
Energy — 0.3% | |||||
Oil, Gas & Consumable Fuels — 0.3% | |||||
Buckeye Partners LP, 2023 Term Loan Facility B2 | — | 11/22/30 | 498,750 | $500,463 (p) | |
Financials — 1.7% | |||||
Banks — 0.2% | |||||
Mercury Borrower Inc., First Lien Initial Term Loan (1 mo. Term SOFR + 3.614%) | 8.944% | 8/2/28 | 398,954 | 400,076 (f)(n)(o) | |
Consumer Finance — 0.1% | |||||
Blackhawk Network Holdings Inc., Term Loan B (1 mo. Term SOFR + 5.000%) | 10.329% | 3/12/29 | 240,000 | 241,290 (f)(n)(o) | |
Financial Services — 0.9% | |||||
Boost Newco Borrower LLC, Initial USD Term Loan (3 mo. Term SOFR + 3.000%) | 8.309% | 1/31/31 | 1,050,000 | 1,055,759 (f)(n)(o) | |
Nexus Buyer LLC, Amendment No. 5 Term Loan (1 mo. Term SOFR + 4.500%) | 9.829% | 12/13/28 | 400,000 | 401,334 (f)(n)(o) | |
Total Financial Services | 1,457,093 | ||||
Insurance — 0.5% | |||||
Asurion LLC, New Term Loan B10 (1 mo. Term SOFR + 4.100%) | 9.429% | 8/19/28 | 748,101 | 740,673 (f)(n)(o) | |
Total Financials | 2,839,132 | ||||
Health Care — 0.9% | |||||
Health Care Equipment & Supplies — 0.9% | |||||
Medline Borrower LP, Term Loan B (1 mo. Term SOFR + 2.750%) | 8.079% | 10/23/28 | 1,500,000 | 1,511,678 (f)(n)(o)(p) | |
Industrials — 2.5% | |||||
Aerospace & Defense — 0.3% | |||||
Transdigm Inc., Term Loan J (3 mo. Term SOFR + 3.250%) | 8.559% | 2/28/31 | 498,750 | 501,306 (f)(n)(o) | |
Building Products — 0.1% | |||||
ACProducts Holdings Inc., Initial Term Loan (3 mo. Term SOFR + 4.512%) | 9.814% | 5/17/28 | 199,487 | 169,841 (f)(n)(o) | |
Commercial Services & Supplies — 0.3% | |||||
Garda World Security Corp., Fourth Additional Term Loan (3 mo. Term SOFR + 4.250%) | 9.583% | 2/1/29 | 398,985 | 403,324 (f)(n)(o) | |
Construction & Engineering — 0.3% | |||||
Tutor Perini Corp., Term Loan | — | 8/18/27 | 498,076 | 500,046 (p) | |
Machinery — 0.6% | |||||
TK Elevator Midco GmbH, USD Term Loan Facility B2 | — | 4/30/30 | 997,500 | 1,005,345 (p) |
26
Security | Rate | Maturity Date | Face Amount† | Value | |
Passenger Airlines — 0.9% | |||||
United Airlines Inc., Term Loan B (1 mo. Term SOFR + 2.750%) | 8.071% | 2/22/31 | 1,450,000 | $1,457,511 (f)(n)(o) | |
Total Industrials | 4,037,373 | ||||
Information Technology — 1.6% | |||||
Electronic Equipment, Instruments & Components — 0.4% | |||||
Coherent Corp., Term Loan B1 (1 mo. Term SOFR + 2.500%) | 7.829% | 7/2/29 | 587,227 | 591,337 (f)(n)(o) | |
IT Services — 0.3% | |||||
Redstone Holdco 2 LP, First Lien Initial Term Loan (1 mo. Term SOFR + 4.864%) | 10.194% | 4/27/28 | 550,000 | 478,891 (f)(n)(o) | |
Semiconductors & Semiconductor Equipment — 0.3% | |||||
MKS Instruments Inc., 2023 Dollar Term Loan B (1 mo. Term SOFR + 2.500%) | 7.822% | 8/17/29 | 512,282 | 515,794 (f)(n)(o) | |
Software — 0.6% | |||||
DCert Buyer Inc., First Lien Initial Term Loan (1 mo. Term SOFR + 4.000%) | 9.329% | 10/16/26 | 698,182 | 695,864 (f)(n)(o) | |
Modena Buyer LLC, Term Loan | — | 4/18/31 | 330,000 | 323,468 (p) | |
Total Software | 1,019,332 | ||||
Total Information Technology | 2,605,354 | ||||
Utilities — 0.3% | |||||
Electric Utilities — 0.3% | |||||
Vistra Operations Co. LLC, 2018 Incremental Term Loan (1 mo. Term SOFR + 2.000%) | 7.329% | 12/20/30 | 399,000 | 400,879 (f)(n)(o) | |
Sovereign Bonds — 0.6% | |||||
Tanzania — 0.6% | |||||
Government of the United Republic of Tanzania, Term Loan A2 (3 mo. Term SOFR + 5.450%) | 10.764% | 4/29/31 | 1,000,000 | 995,000 (f)(g)(h)(n)(o) | |
Total Senior Loans (Cost — $19,659,479) | 19,562,306 | ||||
Collateralized Mortgage Obligations(q) — 4.5% | |||||
BANK, 2022-BNK43 D | 3.000% | 8/15/55 | 510,000 | 344,307 (a) | |
BX Commercial Mortgage Trust, 2024- KING E (1 mo. Term SOFR + 3.688%) | 8.988% | 5/15/34 | 410,000 | 409,232 (a)(f) | |
Citigroup Commercial Mortgage Trust, 2015-GC29 D | 3.110% | 4/10/48 | 320,000 | 284,449 (a) | |
Citigroup Commercial Mortgage Trust, 2015-P1 D | 3.225% | 9/15/48 | 540,000 | 475,568 (a) |
27
Security | Rate | Maturity Date | Face Amount† | Value | |
Collateralized Mortgage Obligations(q) — continued | |||||
Citigroup Commercial Mortgage Trust, 2015-P1 E | 4.369% | 9/15/48 | 450,000 | $343,453 (a)(f) | |
CSAIL Commercial Mortgage Trust, 2015-C3 C | 4.349% | 8/15/48 | 519,000 | 444,772 (f) | |
Federal Home Loan Mortgage Corp. (FHLMC) REMIC, Structured Agency Credit Risk Debt Notes, 2020-DNA1 B2 (30 Day Average SOFR + 5.364%) | 10.688% | 1/25/50 | 750,000 | 821,737 (a)(f) | |
Federal Home Loan Mortgage Corp. (FHLMC) REMIC, Structured Agency Credit Risk Debt Notes, 2021-DNA3 B2 (30 Day Average SOFR + 6.250%) | 11.574% | 10/25/33 | 570,000 | 674,408 (a)(f) | |
Federal Home Loan Mortgage Corp. (FHLMC) REMIC, Structured Agency Credit Risk Debt Notes, 2021-DNA7 B2 (30 Day Average SOFR + 7.800%) | 13.124% | 11/25/41 | 550,000 | 601,670 (a)(f) | |
Federal National Mortgage Association (FNMA) — CAS, 2024-R01 1B2 (30 Day Average SOFR + 4.000%) | 9.324% | 1/25/44 | 800,000 | 823,504 (a)(f) | |
GS Mortgage Securities Corp. Trust, 2024-70P E | 8.965% | 3/10/41 | 430,000 | 430,737 (a)(f) | |
Hawaii Hotel Trust, 2019-MAUI F (1 mo. Term SOFR + 2.797%) | 8.364% | 5/15/38 | 500,000 | 496,249 (a)(f) | |
Morgan Stanley Capital Trust, 2015- UBS8 C | 4.558% | 12/15/48 | 510,000 | 457,537 (f) | |
Morgan Stanley Capital Trust, 2016- BNK2 B | 3.485% | 11/15/49 | 530,000 | 436,481 | |
UBS Commercial Mortgage Trust, 2018- C15 C | 5.140% | 12/15/51 | 345,000 | 307,690 (f) | |
Total Collateralized Mortgage Obligations (Cost — $7,081,779) | 7,351,794 | ||||
U.S. Government & Agency Obligations — 1.8% | |||||
U.S. Government Obligations — 1.8% | |||||
U.S. Treasury Notes | 3.250% | 8/31/24 | 400,000 | 397,868 | |
U.S. Treasury Notes | 4.125% | 1/31/25 | 2,480,000 | 2,461,431 | |
Total U.S. Government & Agency Obligations (Cost — $2,864,274) | 2,859,299 | ||||
Convertible Bonds & Notes — 1.2% | |||||
Communication Services — 1.2% | |||||
Media — 1.2% | |||||
DISH Network Corp., Senior Notes | 3.375% | 8/15/26 | 2,900,000 | 1,870,281 |
28
Security | Rate | Maturity Date | Face Amount† | Value | |
Real Estate — 0.0%†† | |||||
Real Estate Management & Development — 0.0%†† | |||||
China Aoyuan Group Ltd., Senior Notes | 0.000% | 9/30/28 | 13,656 | $172 (c) | |
Total Convertible Bonds & Notes (Cost — $2,028,415) | 1,870,453 | ||||
Shares | |||||
Common Stocks — 0.0%†† | |||||
Health Care — 0.0%†† | |||||
Pharmaceuticals — 0.0%†† | |||||
Endo Inc. | 1,798 | 50,944 * | |||
Endo International PLC | 60 | 1,700 * | |||
Total Health Care | 52,644 | ||||
Real Estate — 0.0%†† | |||||
Real Estate Management & Development — 0.0%†† | |||||
China Aoyuan Group Ltd. | 38,203 | 840 * | |||
Total Common Stocks (Cost — $49,526) | 53,484 | ||||
Expiration Date | Warrants | ||||
Warrants — 0.0%†† | |||||
Industrials — 0.0%†† | |||||
Passenger Airlines — 0.0%†† | |||||
flyExclusive Inc. (Cost — $12,086) | 5/28/28 | 12,623 | 7,448 * | ||
Total Investments before Short-Term Investments (Cost — $239,494,519) | 250,649,675 | ||||
Rate | Maturity Date | Face Amount† | |||
Short-Term Investments — 1.2% | |||||
U.S. Treasury Bills — 1.2% | |||||
U.S. Treasury Bills (Cost — $1,999,122) | 1.340% | 6/4/24 | 2,000,000 | 1,999,709 (r) | |
Shares | |||||
Money Market Funds — 0.0%†† | |||||
Western Asset Premier Institutional Government Reserves, Premium Shares (Cost — $30,670) | 5.262% | 30,670 | 30,670 (s)(t) | ||
Total Short-Term Investments (Cost — $2,029,792) | 2,030,379 | ||||
Total Investments — 155.0% (Cost — $241,524,311) | 252,680,054 | ||||
Liabilities in Excess of Other Assets — (55.0)% | (89,696,179 ) | ||||
Total Net Assets — 100.0% | $162,983,875 |
29
† | Face amount denominated in U.S. dollars, unless otherwise noted. |
†† | Represents less than 0.1%. |
* | Non-income producing security. |
(a) | Security is exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in transactions that are exempt from registration, normally to qualified institutional buyers. This security has been deemed liquid pursuant to guidelines approved by the Board of Directors. |
(b) | All or a portion of this security is pledged as collateral pursuant to the loan agreement (Note 5). |
(c) | Security is exempt from registration under Regulation S of the Securities Act of 1933. Regulation S applies to securities offerings that are made outside of the United States and do not involve direct selling efforts in the United States. This security has been deemed liquid pursuant to guidelines approved by the Board of Directors. |
(d) | All or a portion of this security is held by the counterparty as collateral for open reverse repurchase agreements. |
(e) | Security has no maturity date. The date shown represents the next call date. |
(f) | Variable rate security. Interest rate disclosed is as of the most recent information available. Certain variable rate securities are not based on a published reference rate and spread but are determined by the issuer or agent and are based on current market conditions. These securities do not indicate a reference rate and spread in their description above. |
(g) | Security is fair valued in accordance with procedures approved by the Board of Directors (Note 1). |
(h) | Security is valued using significant unobservable inputs (Note 1). |
(i) | Payment-in-kind security for which the issuer has the option at each interest payment date of making interest payments in cash or additional securities. |
(j) | Securities traded on a when-issued or delayed delivery basis. |
(k) | Value is less than $1. |
(l) | The maturity principal is currently in default as of May 31, 2024. |
(m) | The coupon payment on this security is currently in default as of May 31, 2024. |
(n) | Interest rates disclosed represent the effective rates on senior loans. Ranges in interest rates are attributable to multiple contracts under the same loan. |
(o) | Senior loans may be considered restricted in that the Fund ordinarily is contractually obligated to receive approval from the agent bank and/or borrower prior to the disposition of a senior loan. |
(p) | All or a portion of this loan has not settled as of May 31, 2024. Interest rates are not effective until settlement date. Interest rates shown, if any, are for the settled portion of the loan. |
(q) | Collateralized mortgage obligations are secured by an underlying pool of mortgages or mortgage pass-through certificates that are structured to direct payments on underlying collateral to different series or classes of the obligations. The interest rate may change positively or inversely in relation to one or more interest rates, financial indices or other financial indicators and may be subject to an upper and/or lower limit. |
(r) | Rate shown represents yield-to-maturity. |
(s) | Rate shown is one-day yield as of the end of the reporting period. |
(t) | In this instance, as defined in the Investment Company Act of 1940, an “Affiliated Company” represents Fund ownership of at least 5% of the outstanding voting securities of an issuer, or a company which is under common ownership or control with the Fund. At May 31, 2024, the total market value of investments in Affiliated Companies was $30,670 and the cost was $30,670 (Note 9). |
30
Abbreviation(s) used in this schedule: | ||
BRL | — | Brazilian Real |
CAS | — | Connecticut Avenue Securities |
DOP | — | Dominican Peso |
EUR | — | Euro |
GBP | — | British Pound |
ICE | — | Intercontinental Exchange |
IDR | — | Indonesian Rupiah |
JSC | — | Joint Stock Company |
LIBOR | — | London Interbank Offered Rate |
MXN | — | Mexican Peso |
PIK | — | Payment-In-Kind |
REMIC | — | Real Estate Mortgage Investment Conduit |
SOFR | — | Secured Overnight Financing Rate |
USD | — | United States Dollar |
UYU | — | Uruguayan Peso |
Counterparty | Rate | Effective Date | Maturity Date | Face Amount of Reverse Repurchase Agreements | Asset Class of Collateral* | Collateral Value** |
Deutsche Bank AG | 5.700% | 3/19/2024 | 6/18/2024 | $3,220,000 | Corporate Bonds & Notes | $3,342,799 |
Deutsche Bank AG | 5.750% | 3/25/2024 | 6/18/2024 | 1,123,666 | Corporate Bonds & Notes | 1,247,636 |
Deutsche Bank AG | 5.850% | 5/14/2024 | 8/14/2024 | 2,036,982 | Corporate Bonds & Notes | 2,420,070 |
Goldman Sachs Group Inc. | 5.700% | 5/21/2024 | 6/21/2024 | 9,331,159 | Corporate Bonds & Notes Cash | 10,130,293 56,367 |
31
Counterparty | Rate | Effective Date | Maturity Date | Face Amount of Reverse Repurchase Agreements | Asset Class of Collateral* | Collateral Value** |
Goldman Sachs Group Inc. | 5.850% | 10/20/2023 | TBD *** | $1,132,650 | Corporate Bonds & Notes Cash | $1,508,753 6,842 |
Goldman Sachs Group Inc. | 6.000% | 12/14/2023 | TBD *** | 793,087 | Corporate Bonds & Notes Cash | 1,078,956 4,791 |
$17,637,544 | $19,796,507 |
* | Refer to the Schedule of Investments for positions held at the counterparty as collateral for reverse repurchase agreements. |
** | Including accrued interest. |
*** | TBD — To Be Determined; These reverse repurchase agreements have no maturity dates because they are renewed daily and can be terminated by either the Fund or the counterparty in accordance with the terms of the agreements. The rates for these agreements are variable. The rate disclosed is the rate as of May 31, 2024. |
Currency Purchased | Currency Sold | Counterparty | Settlement Date | Unrealized Appreciation (Depreciation) | ||
EUR | 104,083 | USD | 113,141 | Bank of America N.A. | 7/19/24 | $48 |
USD | 5,195,298 | EUR | 4,861,743 | Bank of America N.A. | 7/19/24 | (91,799 ) |
EUR | 152,389 | USD | 165,446 | BNP Paribas SA | 7/19/24 | 275 |
GBP | 722,097 | USD | 907,898 | BNP Paribas SA | 7/19/24 | 12,462 |
GBP | 165,318 | USD | 205,264 | Citibank N.A. | 7/19/24 | 5,444 |
GBP | 328,475 | USD | 415,780 | Citibank N.A. | 7/19/24 | 2,884 |
USD | 2,884,373 | GBP | 2,299,188 | Citibank N.A. | 7/19/24 | (46,094 ) |
USD | 630,011 | MXN | 10,516,151 | JPMorgan Chase & Co. | 7/19/24 | 15,042 |
USD | 1,445,377 | MXN | 24,020,000 | JPMorgan Chase & Co. | 7/19/24 | 40,721 |
CAD | 28,985 | USD | 21,199 | Morgan Stanley & Co. Inc. | 7/19/24 | 90 |
Net unrealized depreciation on open forward foreign currency contracts | $(60,927 ) |
Abbreviation(s) used in this table: | ||
CAD | — | Canadian Dollar |
EUR | — | Euro |
GBP | — | British Pound |
MXN | — | Mexican Peso |
USD | — | United States Dollar |
32
Summary of Investments by Country# (unaudited) | |
United States | 54.4 % |
Mexico | 5.8 |
United Kingdom | 4.5 |
Brazil | 2.6 |
France | 2.5 |
Italy | 2.4 |
Luxembourg | 1.8 |
Colombia | 1.7 |
Germany | 1.5 |
Turkey | 1.4 |
Dominican Republic | 1.4 |
Ireland | 1.3 |
Indonesia | 1.2 |
Peru | 1.1 |
Canada | 1.1 |
South Africa | 1.0 |
Guatemala | 0.9 |
Nigeria | 0.8 |
Argentina | 0.8 |
Macau | 0.6 |
Oman | 0.6 |
Switzerland | 0.6 |
Egypt | 0.6 |
Saudi Arabia | 0.6 |
Qatar | 0.6 |
Japan | 0.5 |
Panama | 0.5 |
Ivory Coast | 0.5 |
Cayman Islands | 0.5 |
Angola | 0.4 |
Tanzania | 0.4 |
Jordan | 0.3 |
Bahamas | 0.3 |
Uruguay | 0.3 |
Supranational | 0.3 |
Philippines | 0.3 |
Zambia | 0.3 |
Israel | 0.3 |
Netherlands | 0.3 |
Jamaica | 0.2 |
Slovenia | 0.2 |
33
Summary of Investments by Country# (unaudited) (cont’d) | |
Kenya | 0.2 % |
Ukraine | 0.2 |
Costa Rica | 0.2 |
Hong Kong | 0.2 |
China | 0.2 |
Singapore | 0.2 |
Kazakhstan | 0.2 |
Senegal | 0.2 |
Ecuador | 0.1 |
Sweden | 0.1 |
Short-Term Investments | 0.8 |
100.0 % |
# | As a percentage of total investments. Please note that the Fund holdings are as of May 31, 2024 and are subject to change. |
34
Assets: | |
Investments in unaffiliated securities, at value (Cost — $241,493,641) | $252,649,384 |
Investments in affiliated securities, at value (Cost — $30,670) | 30,670 |
Foreign currency, at value (Cost — $384,034) | 276,511 |
Cash | 2,625,398 |
Interest receivable | 3,790,143 |
Receivable for securities sold | 686,085 |
Unrealized appreciation on forward foreign currency contracts | 76,966 |
Deposits with brokers for open reverse repurchase agreements | 68,000 |
Dividends receivable from affiliated investments | 7,980 |
Prepaid expenses | 98,980 |
Total Assets | 260,310,117 |
Liabilities: | |
Loan payable (Note 5) | 70,000,000 |
Payable for open reverse repurchase agreements (Note 3) | 17,637,544 |
Payable for securities purchased | 7,114,386 |
Distributions payable | 1,590,736 |
Interest and commitment fees payable | 529,305 |
Investment management fee payable | 180,048 |
Unrealized depreciation on forward foreign currency contracts | 137,893 |
Directors’ fees payable | 7,025 |
Accrued foreign capital gains tax | 21 |
Accrued expenses | 129,284 |
Total Liabilities | 97,326,242 |
Total Net Assets | $162,983,875 |
Net Assets: | |
Par value ($0.001 par value; 22,724,807 shares issued and outstanding; 100,000,000 shares authorized) | $22,725 |
Paid-in capital in excess of par value | 297,993,044 |
Total distributable earnings (loss) | (135,031,894 ) |
Total Net Assets | $162,983,875 |
Shares Outstanding | 22,724,807 |
Net Asset Value | $7.17 |
35
Investment Income: | |
Interest | $21,470,530 |
Dividends from affiliated investments | 109,763 |
Less: Foreign taxes withheld | (38,114 ) |
Total Investment Income | 21,542,179 |
Expenses: | |
Interest expense (Notes 3 and 5) | 4,813,177 |
Investment management fee (Note 2) | 2,064,996 |
Transfer agent fees | 84,113 |
Commitment fees (Note 5) | 76,249 |
Legal fees | 72,806 |
Audit and tax fees | 70,769 |
Directors’ fees | 56,902 |
Shareholder reports | 51,685 |
Fund accounting fees | 33,825 |
Stock exchange listing fees | 12,483 |
Custody fees | 4,569 |
Insurance | 1,481 |
Miscellaneous expenses | 9,194 |
Total Expenses | 7,352,249 |
Less: Fee waivers and/or expense reimbursements (Note 2) | (1,854 ) |
Net Expenses | 7,350,395 |
Net Investment Income | 14,191,784 |
Realized and Unrealized Gain (Loss) on Investments, Forward Foreign Currency Contracts and Foreign Currency Transactions (Notes 1, 3 and 4): | |
Net Realized Gain (Loss) From: | |
Investment transactions in unaffiliated securities | (15,115,346 ) |
Forward foreign currency contracts | 174,005 |
Foreign currency transactions | 35,465 |
Net Realized Loss | (14,905,876 ) |
Change in Net Unrealized Appreciation (Depreciation) From: | |
Investments in unaffiliated securities | 20,255,410 ‡ |
Forward foreign currency contracts | (250,675 ) |
Foreign currencies | (37,129 ) |
Change in Net Unrealized Appreciation (Depreciation) | 19,967,606 |
Net Gain on Investments, Forward Foreign Currency Contracts and Foreign Currency Transactions | 5,061,730 |
Increase in Net Assets From Operations | $19,253,514 |
‡ | Net of change in accrued foreign capital gains tax of $(61). |
36
For the Years Ended May 31, | 2024 | 2023 |
Operations: | ||
Net investment income | $14,191,784 | $15,600,850 |
Net realized loss | (14,905,876 ) | (21,072,545 ) |
Change in net unrealized appreciation (depreciation) | 19,967,606 | (7,152,887 ) |
Increase (Decrease) in Net Assets From Operations | 19,253,514 | (12,624,582 ) |
Distributions to Shareholders From (Note 1): | ||
Total distributable earnings | (11,930,220 ) | (15,124,670 ) |
Return of capital | (6,542,582 ) | (3,124,571 ) |
Decrease in Net Assets From Distributions to Shareholders | (18,472,802 ) | (18,249,241 ) |
Fund Share Transactions: | ||
Reinvestment of distributions (18,340 and 9,170 shares issued, respectively) | 134,430 | 66,758 |
Increase in Net Assets From Fund Share Transactions | 134,430 | 66,758 |
Increase (Decrease) in Net Assets | 915,142 | (30,807,065 ) |
Net Assets: | ||
Beginning of year | 162,068,733 | 192,875,798 |
End of year | $162,983,875 | $162,068,733 |
37
Increase (Decrease) in Cash: | |
Cash Flows from Operating Activities: | |
Net increase in net assets resulting from operations | $19,253,514 |
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided (used) by operating activities: | |
Purchases of portfolio securities | (107,634,064 ) |
Sales of portfolio securities | 107,556,741 |
Net purchases, sales and maturities of short-term investments | (6,310,024 ) |
Payment-in-kind | (13,172 ) |
Net amortization of premium (accretion of discount) | (5,874,148 ) |
Securities litigation proceeds | 54,408 |
Increase in receivable for securities sold | (477,610 ) |
Decrease in interest receivable | 239,576 |
Increase in prepaid expenses | (98,980 ) |
Decrease in other receivables | 127 |
Increase in dividends receivable from affiliated investments | (2,812 ) |
Increase in payable for securities purchased | 7,114,386 |
Increase in investment management fee payable | 6,742 |
Increase in Directors’ fees payable | 1,913 |
Increase in interest and commitment fees payable | 123,947 |
Increase in accrued expenses | 23,714 |
Net realized loss on investments | 15,115,346 |
Change in net unrealized appreciation (depreciation) of investments and forward foreign currency contracts | (20,004,735 ) |
Net Cash Provided in Operating Activities* | 9,074,869 |
Cash Flows from Financing Activities: | |
Distributions paid on common stock (net of distributions payable) | (18,268,969 ) |
Increase in payable for open reverse repurchase agreements | 11,003,303 |
Net Cash Used by Financing Activities | (7,265,666 ) |
Net Increase in Cash and Restricted Cash | 1,809,203 |
Cash and restricted cash at beginning of year | 1,160,706 |
Cash and restricted cash at end of year | $2,969,909 |
* | Included in operating expenses is $4,765,479 paid for interest and commitment fees on borrowings. |
May 31, 2024 | |
Cash | $2,901,909 |
Restricted cash | 68,000 |
Total cash and restricted cash shown in the Statement of Cash Flows | $2,969,909 |
Non-Cash Financing Activities: | |
Proceeds from reinvestment of distributions | $134,430 |
38
For a share of capital stock outstanding throughout each year ended May 31: | |||||
20241 | 20231 | 20221 | 20211 | 20201 | |
Net asset value, beginning of year | $7.14 | $8.50 | $10.66 | $9.75 | $10.54 |
Income (loss) from operations: | |||||
Net investment income | 0.62 | 0.69 | 0.79 | 0.72 | 0.76 |
Net realized and unrealized gain (loss) | 0.22 | (1.25 ) | (2.15 ) | 0.96 | (0.78 ) |
Total income (loss) from operations | 0.84 | (0.56) | (1.36) | 1.68 | (0.02) |
Less distributions from: | |||||
Net investment income | (0.52 ) | (0.66 ) | (0.80 ) | (0.55 ) | (0.69 ) |
Return of capital | (0.29 ) | (0.14 ) | — | (0.25 ) | (0.09 ) |
Total distributions | (0.81 ) | (0.80 ) | (0.80 ) | (0.80 ) | (0.78 ) |
Anti-dilutive impact of repurchase plan | — | — | — | — | 0.01 2 |
Anti-dilutive impact of tender offer | — | — | — | 0.03 3 | — |
Net asset value, end of year | $7.17 | $7.14 | $8.50 | $10.66 | $9.75 |
Market price, end of year | $6.96 | $6.65 | $7.57 | $10.40 | $9.07 |
Total return, based on NAV4,5 | 12.34 % | (6.65 )% | (13.52 )% | 18.06 % | (0.17 )%6,7 |
Total return, based on Market Price8 | 17.46 % | (1.84 )% | (20.72 )% | 24.19 % | 2.66 % |
Net assets, end of year (millions) | $163 | $162 | $193 | $242 | $428 |
Ratios to average net assets: | |||||
Gross expenses | 4.46 % | 3.92 % | 1.89 % | 1.69 % | 2.76 %7 |
Net expenses10,11 | 4.46 | 3.92 | 1.89 | 1.69 | 2.73 7 |
Net investment income | 8.60 | 8.94 | 7.86 | 6.95 | 7.29 |
Portfolio turnover rate | 45 % | 75 % | 50 % | 43 % | 60 % |
Supplemental data: | |||||
Loan Outstanding, End of Year (000s) | $70,000 | $70,000 | $77,000 | $85,500 | $158,000 |
Asset Coverage Ratio for Loan Outstanding12 | 333 % | 332 % | 350 % | 383 % | 371 % |
Asset Coverage, per $1,000 Principal Amount of Loan Outstanding12 | $3,328 | $3,315 | $3,505 | $3,829 | $3,706 |
Weighted Average Loan (000s) | $70,000 | $74,603 | $83,148 | $111,103 | $175,765 |
Weighted Average Interest Rate on Loan | 6.11 % | 4.30 % | 1.00 % | 0.92 % | 2.74 % |
39
For a share of capital stock outstanding throughout each year ended May 31: | |||||
20191 | 20181 | 20171 | 20161 | 20151 | |
Net asset value, beginning of year | $10.58 | $11.31 | $10.55 | $12.33 | $13.59 |
Income (loss) from operations: | |||||
Net investment income | 0.72 | 0.73 | 0.82 | 0.97 | 0.99 |
Net realized and unrealized gain (loss) | (0.04 ) | (0.69 ) | 0.98 | (1.59 ) | (1.09 ) |
Total income (loss) from operations | 0.68 | 0.04 | 1.80 | (0.62) | (0.10) |
Less distributions from: | |||||
Net investment income | (0.70 ) | (0.75 ) | (0.93 ) | (1.16 ) | (1.16 ) |
Return of capital | (0.04 ) | (0.03 ) | (0.11 ) | — | — |
Total distributions | (0.74 ) | (0.78 ) | (1.04 ) | (1.16 ) | (1.16 ) |
Anti-dilutive impact of repurchase plan | 0.03 2 | 0.01 2 | — | — | — |
Net asset value, end of year | $10.54 | $10.58 | $11.31 | $10.55 | $12.33 |
Market price, end of year | $9.59 | $9.18 | $10.23 | $9.52 | $10.91 |
Total return, based on NAV4,5 | 6.90 % | 0.29 % | 17.82 % | (4.66 )% | (0.66 )% |
Total return, based on Market Price8 | 13.17 % | (2.99 )% | 19.21 % | (1.08 )% | (6.76 )% |
Net assets, end of year (millions) | $465 | $475 | $512 | $327 | $383 |
Ratios to average net assets: | |||||
Gross expenses | 2.54 % | 2.06 %9 | 1.89 %9 | 1.79 %9 | 1.55 % |
Net expenses10 | 2.52 | 2.02 9 | 1.82 9 | 1.72 9 | 1.48 |
Net investment income | 6.93 | 6.58 | 7.41 | 8.99 | 7.74 |
Portfolio turnover rate | 89 % | 97 % | 78 % | 71 % | 40 % |
Supplemental data: | |||||
Loan Outstanding, End of Year (000s) | $180,000 | $168,000 | $171,000 | $120,000 | $125,000 |
Asset Coverage Ratio for Loan Outstanding12 | 358 % | 383 % | 399 % | 373 % | 406 % |
Asset Coverage, per $1,000 Principal Amount of Loan Outstanding12 | $3,583 | $3,829 | $3,992 | $3,729 | $4,062 |
Weighted Average Loan (000s) | $177,490 | $170,507 | $156,400 | $120,027 | $102,205 |
Weighted Average Interest Rate on Loan | 3.06 % | 2.36 % | 1.72 % | 1.18 % | 0.97 % |
40
1 | Per share amounts have been calculated using the average shares method. |
2 | The repurchase plan was completed at an average repurchase price of $7.50 for 239,229 shares and $1,781,056 for the year ended May 31, 2020, $8.74 for 816,259 shares and $7,135,435 for the year ended May 31, 2019, and $9.50 for 319,205 shares and $3,031,002 for the year ended May 31, 2018. |
3 | The tender offer was completed at a price of $10.39 for 21,170,180 shares and $219,958,165 for the year ended May 31, 2021. |
4 | Performance figures may reflect compensating balance arrangements, fee waivers and/or expense reimbursements. In the absence of compensating balance arrangements, fee waivers and/or expense reimbursements, the total return would have been lower. Past performance is no guarantee of future results. |
5 | The total return calculation assumes that distributions are reinvested at NAV. Past performance is no guarantee of future results. |
6 | The total return includes gains from settlement of security litigations. Without these gains, the total return would have been -0.27% for the year ended May 31, 2020. |
7 | Included in the expense ratios and total return are certain non-recurring legal and transfer agent fees that were incurred by the Fund during the period. Without these fees, the gross and net expense ratios would have been 2.49% and 2.47%, respectively, and total return would have been 0.04% for the year ended May 31, 2020. |
8 | The total return calculation assumes that distributions are reinvested in accordance with the Fund’s dividend reinvestment plan. Past performance is no guarantee of future results. |
9 | Included in the expense ratios are certain non-recurring reorganization fees that were incurred by the Fund during the period. Without these fees, the gross and net expense ratios would not have changed for the year ended May 31, 2018, would have been 1.87% and 1.80%, respectively, for the year ended May 31, 2017, and 1.76% and 1.69%, respectively, for the year ended May 31, 2016. |
10 | Reflects fee waivers and/or expense reimbursements. |
11 | The manager has agreed to waive the Fund’s management fee to an extent sufficient to offset the net management fee payable in connection with any investment in an affiliated money market fund. |
12 | Represents value of net assets plus the loan outstanding at the end of the period divided by the loan outstanding at the end of the period. |
41
42
43
ASSETS | ||||
Description | Quoted Prices (Level 1) | Other Significant Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total |
Long-Term Investments†: | ||||
Corporate Bonds & Notes: | ||||
Financials | — | $28,576,222 | $147,000 | $28,723,222 |
Health Care | — | 7,076,859 | 0 * | 7,076,859 |
Other Corporate Bonds & Notes | — | 141,753,158 | — | 141,753,158 |
Sovereign Bonds | — | 41,391,652 | — | 41,391,652 |
Senior Loans: | ||||
Sovereign Bond | — | — | 995,000 | 995,000 |
Other Senior Loans | — | 18,567,306 | — | 18,567,306 |
Collateralized Mortgage Obligations | — | 7,351,794 | — | 7,351,794 |
U.S. Government & Agency Obligations | — | 2,859,299 | — | 2,859,299 |
Convertible Bonds & Notes | — | 1,870,453 | — | 1,870,453 |
Common Stocks: | ||||
Health Care | — | 52,644 | — | 52,644 |
Real Estate | $840 | — | — | 840 |
Warrants | 7,448 | — | — | 7,448 |
Total Long-Term Investments | 8,288 | 249,499,387 | 1,142,000 | 250,649,675 |
Short-Term Investments†: | ||||
U.S. Treasury Bills | — | 1,999,709 | — | 1,999,709 |
Money Market Funds | 30,670 | — | — | 30,670 |
Total Short-Term Investments | 30,670 | 1,999,709 | — | 2,030,379 |
Total Investments | $38,958 | $251,499,096 | $1,142,000 | $252,680,054 |
44
ASSETS (cont’d) | ||||
Description | Quoted Prices (Level 1) | Other Significant Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total |
Other Financial Instruments: | ||||
Forward Foreign Currency Contracts†† | — | $76,966 | — | $76,966 |
Total | $38,958 | $251,576,062 | $1,142,000 | $252,757,020 |
LIABILITIES | ||||
Description | Quoted Prices (Level 1) | Other Significant Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total |
Other Financial Instruments: | ||||
Forward Foreign Currency Contracts†† | — | $137,893 | — | $137,893 |
† | See Schedule of Investments for additional detailed categorizations. |
* | Amount represents less than $1. |
†† | Reflects the unrealized appreciation (depreciation) of the instruments. |
45
46
47
48
49
50
Investments | U.S. Government & Agency Obligations | |
Purchases | $101,286,186 | $6,347,878 |
Sales | 99,580,173 | 7,976,568 |
Cost | Gross Unrealized Appreciation | Gross Unrealized Depreciation | Net Unrealized Appreciation (Depreciation) | |
Securities | $243,333,397 | $15,748,848 | $(6,402,191) | $9,346,657 |
Forward foreign currency contracts | — | 76,966 | (137,893) | (60,927) |
Average Daily Balance* | Weighted Average Interest Rate* | Maximum Amount Outstanding |
$8,039,870 | 5.722% | $17,637,544 |
* Averages based on the number of days that the Fund had reverse repurchase agreements outstanding. |
51
ASSET DERIVATIVES1 | |
Foreign Exchange Risk | |
Forward foreign currency contracts | $76,966 |
LIABILITY DERIVATIVES1 | |
Foreign Exchange Risk | |
Forward foreign currency contracts | $137,893 |
1 | Generally, the balance sheet location for asset derivatives is receivables/net unrealized appreciation and for liability derivatives is payables/net unrealized depreciation. |
AMOUNT OF NET REALIZED GAIN (LOSS) ON DERIVATIVES RECOGNIZED | |
Foreign Exchange Risk | |
Forward foreign currency contracts | $174,005 |
CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON DERIVATIVES RECOGNIZED | |
Foreign Exchange Risk | |
Forward foreign currency contracts | $(250,675 ) |
Average Market Value | |
Forward foreign currency contracts (to buy) | $795,125 |
Forward foreign currency contracts (to sell) | 10,671,376 |
52
Counterparty | Gross Assets Subject to Master Agreements1 | Gross Liabilities Subject to Master Agreements1 | Net Assets (Liabilities) Subject to Master Agreements | Collateral Pledged (Received) | Net Amount2 |
Bank of America N.A. | $48 | $(91,799) | $(91,751) | — | $(91,751) |
BNP Paribas SA | 12,737 | — | 12,737 | — | 12,737 |
Citibank N.A. | 8,328 | (46,094) | (37,766) | — | (37,766) |
JPMorgan Chase & Co. | 55,763 | — | 55,763 | — | 55,763 |
Morgan Stanley & Co. Inc. | 90 | — | 90 | — | 90 |
Total | $76,966 | $(137,893) | $(60,927) | — | $(60,927) |
1 | Absent an event of default or early termination, derivative assets and liabilities are presented gross and not offset in the Statement of Assets and Liabilities. |
2 | Represents the net amount receivable (payable) from (to) the counterparty in the event of default. |
53
Record Date | Payable Date | Amount |
5/23/2024 | 6/3/2024 | $0.0700 |
6/21/2024 | 7/1/2024 | $0.0700 |
7/24/2024 | 8/1/2024 | $0.0700 |
8/23/2024 | 9/3/2024 | $0.0700 |
54
Affiliate Value at May 31, 2023 | Purchased | Sold | |||
Cost | Shares | Proceeds | Shares | ||
Western Asset Premier Institutional Government Reserves, Premium Shares | $263,193 | $102,197,670 | 102,197,670 | $102,430,193 | 102,430,193 |
(cont’d) | Realized Gain (Loss) | Dividend Income | Net Increase (Decrease) in Unrealized Appreciation (Depreciation) | Affiliate Value at May 31, 2024 |
Western Asset Premier Institutional Government Reserves, Premium Shares | — | $109,763 | — | $30,670 |
2024 | 2023 | |
Distributions paid from: | ||
Ordinary income | $11,930,220 | $15,124,670 |
Tax return of capital | 6,542,582 | 3,124,571 |
Total distributions paid | $18,472,802 | $18,249,241 |
Deferred capital losses* | $(142,622,530) |
Other book/tax temporary differences(a) | (1,613,470) |
Unrealized appreciation (depreciation)(b) | 9,204,106 |
Total distributable earnings (loss) — net | $(135,031,894) |
55
* | These capital losses have been deferred in the current year as either short-term or long-term losses. The losses will be deemed to occur on the first day of the next taxable year in the same character as they were originally deferred and will be available to offset future taxable capital gains. |
(a) | Other book/tax temporary differences are attributable to the tax deferral of losses on straddles, the realization for tax purposes of unrealized gains (losses) on foreign currency contracts, the difference between cash and accrual basis distributions paid and book/tax differences in the timing of the deductibility of various expenses. |
(b) | The difference between book-basis and tax-basis unrealized appreciation (depreciation) is attributable to the tax deferral of losses on wash sales, the difference between book and tax amortization methods for premium on fixed income securities, book/tax differences in the accrual of interest income on securities in default and other book/tax basis adjustments. |
56
July 19, 2024
57
58
59
60
61
62
63
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Independent Directors† | |
Robert D. Agdern | |
Year of birth | 1950 |
Position(s) held with Fund1 | Director and Member of Nominating, Audit, Compensation and Pricing and Valuation Committees, and Compliance Liaison, Class III |
Term of office1 and length of time served | Since 2015 |
Principal occupation(s) during the past five years | Member of the Advisory Committee of the Dispute Resolution Research Center at the Kellogg Graduate School of Business, Northwestern University (2002 to 2016); formerly, Deputy General Counsel responsible for western hemisphere matters for BP PLC (1999 to 2001); Associate General Counsel at Amoco Corporation responsible for corporate, chemical, and refining and marketing matters and special assignments (1993 to 1998) (Amoco merged with British Petroleum in 1998 forming BP PLC) |
Number of portfolios in fund complex overseen by Director (including the Fund) | 18 |
Other board memberships held by Director during the past five years | None |
Carol L. Colman | |
Year of birth | 1946 |
Position(s) held with Fund1 | Director and Member of Nominating, Audit and Compensation Committees, and Chair of Pricing and Valuation Committee, Class I |
Term of office1 and length of time served | Since 2003 |
Principal occupation(s) during the past five years | President, Colman Consulting Company (consulting) |
Number of portfolios in fund complex overseen by Director (including the Fund) | 18 |
Other board memberships held by Director during the past five years | None |
65
Independent Directors† (cont’d) | |
Daniel P. Cronin | |
Year of birth | 1946 |
Position(s) held with Fund1 | Director and Member of Audit, Compensation and Pricing and Valuation Committees, and Chair of Nominating Committee, Class I |
Term of office1 and length of time served | Since 2003 |
Principal occupation(s) during the past five years | Retired; formerly, Associate General Counsel, Pfizer Inc. (prior to and including 2004) |
Number of portfolios in fund complex overseen by Director (including the Fund) | 18 |
Other board memberships held by Director during the past five years | None |
Paolo M. Cucchi | |
Year of birth | 1941 |
Position(s) held with Fund1 | Director and Member of Nominating, Audit, and Pricing and Valuation Committees, and Chair of Compensation Committee, Class I |
Term of office1 and length of time served | Since 2007 |
Principal occupation(s) during the past five years | Emeritus Professor of French and Italian (since 2014) and formerly, Vice President and Dean of The College of Liberal Arts (1984 to 2009) and Professor of French and Italian (2009 to 2014) at Drew University |
Number of portfolios in fund complex overseen by Director (including the Fund) | 18 |
Other board memberships held by Director during the past five years | None |
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Independent Directors† (cont’d) | |
Eileen A. Kamerick | |
Year of birth | 1958 |
Position(s) held with Fund1 | Lead Independent Director and Member of Nominating, Compensation, Pricing and Valuation and Audit Committees, Class III |
Term of office1 and length of time served | Since 2013 |
Principal occupation(s) during the past five years | Chief Executive Officer, The Governance Partners, LLC (consulting firm) (since 2015); National Association of Corporate Directors Board Leadership Fellow (since 2016, with Directorship Certification since 2019) and NACD 2022 Directorship 100 honoree; Adjunct Professor, Georgetown University Law Center (since 2021); Adjunct Professor, The University of Chicago Law School (since 2018); Adjunct Professor, University of Iowa College of Law (since 2007); formerly, Chief Financial Officer, Press Ganey Associates (health care informatics company) (2012 to 2014); Managing Director and Chief Financial Officer, Houlihan Lokey (international investment bank) and President, Houlihan Lokey Foundation (2010 to 2012) |
Number of portfolios in fund complex overseen by Director (including the Fund) | 18 |
Other board memberships held by Director during the past five years | Director, VALIC Company I (since October 2022); Director of ACV Auctions Inc. (since 2021); Director of Associated Banc-Corp (financial services company) (since 2007); formerly, Director of Hochschild Mining plc (precious metals company) (2016 to 2023); formerly Trustee of AIG Funds and Anchor Series Trust (2018 to 2021) |
Nisha Kumar | |
Year of birth | 1970 |
Position(s) held with Fund1 | Director and Member of Nominating, Compensation and Pricing and Valuation Committees, and Chair of the Audit Committee, Class II |
Term of office1 and length of time served | Since 2019 |
Principal occupation(s) during the past five years | Formerly, Managing Director and the Chief Financial Officer and Chief Compliance Officer of Greenbriar Equity Group, LP (2011 to 2021); formerly, Chief Financial Officer and Chief Administrative Officer of Rent the Runway, Inc. (2011); Executive Vice President and Chief Financial Officer of AOL LLC, a subsidiary of Time Warner Inc. (2007 to 2009); Member of the Council of Foreign Relations |
Number of portfolios in fund complex overseen by Director (including the Fund) | 18 |
Other board memberships held by Director during the past five years | Director of Birkenstock Holding plc (since 2023); Director of The India Fund, Inc. (since 2016); formerly, Director of Aberdeen Income Credit Strategies Fund (2017 to 2018); and Director of The Asia Tigers Fund, Inc. (2016 to 2018) |
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Interested Director and Officer | |
Jane Trust, CFA2 | |
Year of birth | 1962 |
Position(s) held with Fund1 | Director, Chairman, President and Chief Executive Officer, Class II |
Term of office1 and length of time served | Since 2015 |
Principal occupation(s) during the past five years | Senior Vice President, Fund Board Management, Franklin Templeton (since 2020); Officer and/or Trustee/Director of 121 funds associated with FTFA or its affiliates (since 2015); President and Chief Executive Officer of FTFA (since 2015); formerly, Senior Managing Director (2018 to 2020) and Managing Director (2016 to 2018) of Legg Mason & Co., LLC (“Legg Mason & Co.”); and Senior Vice President of FTFA (2015) |
Number of portfolios in fund complex overseen by Director (including the Fund) | Trustee/Director of Franklin Templeton funds consisting of 121 portfolios; Trustee of Putnam Family of Funds consisting of 105 portfolios |
Other board memberships held by Director during the past five years | None |
Additional Officers | |
Fred Jensen | |
Franklin Templeton 280 Park Avenue, 8th Floor, New York, NY 10017 | |
Year of birth | 1963 |
Position(s) held with Fund1 | Chief Compliance Officer |
Term of office1 and length of time served | Since 2020 |
Principal occupation(s) during the past five years | Director - Global Compliance of Franklin Templeton (since 2020); Managing Director of Legg Mason & Co. (2006 to 2020); Director of Compliance, Legg Mason Office of the Chief Compliance Officer (2006 to 2020); formerly, Chief Compliance Officer of Legg Mason Global Asset Allocation (prior to 2014); Chief Compliance Officer of Legg Mason Private Portfolio Group (prior to 2013); formerly, Chief Compliance Officer of The Reserve Funds (investment adviser, funds and broker-dealer) (2004) and Ambac Financial Group (investment adviser, funds and broker- dealer) (2000 to 2003) |
Marc A. De Oliveira | |
Franklin Templeton 100 First Stamford Place, 6th Floor, Stamford, CT 06902 | |
Year of birth | 1971 |
Position(s) held with Fund1 | Secretary and Chief Legal Officer |
Term of office1 and length of time served | Since 2023 |
Principal occupation(s) during the past five years | Associate General Counsel of Franklin Templeton (since 2020); Secretary and Chief Legal Officer of certain funds associated with Legg Mason & Co. or its affiliates since 2020); Assistant Secretary of certain funds associated with Legg Mason & Co. or its affiliates (since 2006); formerly, Managing Director (2016 to 2020) and Associate General Counsel of Legg Mason & Co. (2005 to 2020) |
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Additional Officers (cont’d) | |
Thomas C. Mandia | |
Franklin Templeton 100 First Stamford Place, 6th Floor, Stamford, CT 06902 | |
Year of birth | 1962 |
Position(s) held with Fund1 | Senior Vice President |
Term of office1 and length of time served | Since 2022 |
Principal occupation(s) during the past five years | Senior Associate General Counsel of Franklin Templeton (since 2020); Secretary of FTFA (since 2006); Assistant Secretary of certain funds associated with Legg Mason & Co. or its affiliates (since 2006); Secretary of LM Asset Services, LLC (“LMAS”) (since 2002) and Legg Mason Fund Asset Management, Inc. (“LMFAM”) (since 2013) (formerly registered investment advisers); formerly, Managing Director and Deputy General Counsel of Legg Mason & Co. (2005 to 2020) and Assistant Secretary of certain funds in the fund complex (2006 to 2022) |
Christopher Berarducci | |
Franklin Templeton 280 Park Avenue, 8th Floor, New York, NY 10017 | |
Year of birth | 1974 |
Position(s) held with Fund1 | Treasurer and Principal Financial Officer |
Term of office1 and length of time served | Since 2019 |
Principal occupation(s) during the past five years | Vice President, Fund Administration and Reporting, Franklin Templeton (since 2020); Treasurer (since 2010) and Principal Financial Officer (since 2019) of certain funds associated with Legg Mason & Co. or its affiliates; formerly, Managing Director (2020), Director (2015 to 2020), and Vice President (2011 to 2015) of Legg Mason & Co. |
Jeanne M. Kelly | |
Franklin Templeton 280 Park Avenue, 8th Floor, New York, NY 10017 | |
Year of birth | 1951 |
Position(s) held with Fund1 | Senior Vice President |
Term of office1 and length of time served | Since 2007 |
Principal occupation(s) during the past five years | U.S. Fund Board Team Manager, Franklin Templeton (since 2020); Senior Vice President of certain funds associated with Legg Mason & Co. or its affiliates (since 2007); Senior Vice President of FTFA (since 2006); President and Chief Executive Officer of LMAS and LMFAM (since 2015); formerly, Managing Director of Legg Mason & Co. (2005 to 2020); Senior Vice President of LMFAM (2013 to 2015) |
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Franklin Resources Inc.
Compliance Department
280 Park Ave, 8th Floor
New York, NY 10017
72
Sales Load (as a percentage of offering price) | 0.00 % |
Offering Expense (as a percentage of offering price)(1) | 0.00 % |
Dividend Reinvestment Plan Fees(2) | $5.00 |
to Common Shares | |
Management Fees(3) | 1.25% |
Interest Payments on Borrowed Funds(4) | 2.96% |
Other Expenses(5) | 0.25% |
Total Annual Fund Operating Expenses | 4.46% |
(1) | Costs incurred by the Fund in connection with the shelf offering are recorded as a prepaid expense. These costs will be amortized on a pro-rata basis as shares are sold and will be presented as a reduction to the net proceeds from the sale of shares. Any deferred charges remaining at the end of the life of the shelf offering period will be expensed. For the period ended May 31, 2024, no shares were sold and no deferred offering costs were amortized. |
(2) | Common Stockholders will pay brokerage charges if they direct the Plan Agent to sell shares of Common Stock held in a dividend reinvestment account. There are no fees charged to stockholders for participating in the Fund’s dividend reinvestment plan. However, stockholders participating in the Plan that elect to sell their shares obtained pursuant to the plan would pay $5.00 per transaction to sell shares. |
(3) | The Investment Manager receives an annual fee, payable monthly, in an amount equal to 0.85% of the Fund’s average daily “Managed Assets”. Managed Assets means net assets plus the amount of any borrowings (including loans from certain financial institutions, the use of reverse repurchase agreements and/or the issuance of debt securities and preferred stock that may be outstanding, collectively “Borrowings”). For the purposes of this table, we have assumed that the Fund has utilized Borrowings in an aggregate amount of 32% of its Managed Assets, which equals the average level of Borrowings for the Fund’s fiscal year ended May 31, 2024. If the Fund were to use Borrowings in excess of 32%, the amount of management fees paid to the Investment Manager would be higher because the fees paid are calculated on the Fund’s Managed Assets, which include assets purchased with leverage. |
(4) | The Fund has utilized Borrowings in an aggregate amount of 32% of its Managed Assets, which equals the average level of Borrowings for the Fund’s fiscal year ended May 31, 2024. The expenses and rates associated with Borrowings may vary. |
(5) | “Other Expenses” are estimated based on amounts incurred in the fiscal year ended May 31, 2024. |
One Year | Three Years | Five Years | Ten Years |
$45 | $135 | $226 | $458 |
73
Quarterly Closing Market Price | Quarterly Closing NAV Price per Common share on Date of Market Price | Quarterly Closing Premium/(Discount) on Date of Market Price | ||||
High | Low | High | Low | High | Low | |
Fiscal Year 2024: | ||||||
May 31, 2024 | ||||||
February 29, 2024 | ||||||
November 30, 2023 | ||||||
August 31, 2023 | ||||||
Fiscal Year 2023: | ||||||
May 31, 2023 | ||||||
February 28, 2023 | ||||||
November 30, 2022 | ||||||
August 31, 2022 |
74
Year Ended | Total Amount Outstanding(1) | Asset Coverage per 1,000(2) | Average Market Value Per Unit(3) |
Revolving Credit Facility: | |||
May 31, 2024* | $70,000,000 | N/A | |
May 31, 2023* | $70,000,000 | N/A | |
May 31, 2022* | $77,000,000 | N/A | |
May 31, 2021* | $85,500,000 | N/A | |
May 31, 2020* | $158,000,000 | N/A | |
May 31, 2019* | $180,000,000 | N/A | |
May 31, 2018 | $168,000,000 | N/A | |
May 31, 2017 | $171,000,000 | N/A | |
May 31, 2016 | $120,000,000 | N/A | |
May 31, 2015* | $125,000,000 | N/A |
* | The Fund had open reverse repurchase agreements at May 31, 2024, 2023, 2022, 2021, 2020, 2019 and 2015. |
(1) | Total amount of senior securities outstanding at the end of the period presented. |
(2) | Asset coverage per $1,000 of indebtedness is the value of net assets plus the senior securities outstanding at the end of the period divided by the senior securities outstanding at the end of the period. |
(3) | Not applicable, as these senior securities were not registered for public trading. |
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77
78
79
80
81
82
83
84
85
86
87
88
89
90
91
92
93
94
95
96
97
98
99
100
Pursuant to: | Amount Reported | |
Qualified Net Interest Income (QII) | §871(k)(1)(C) | $5,646,253 |
Section 163(j) Interest Earned | §163(j) | $21,110,548 |
Interest Earned from Federal Obligations | Note (1) | $361,256 |
101
Chairman
President and Chief Executive
Officer
Treasurer and Principal Financial
Officer
Chief Compliance Officer
Secretary and Chief Legal Officer
Senior Vice President
Senior Vice President
47th Floor
New York, NY 10018
P.O. Box 43006
Providence, RI 02940-3078
public accounting firm
Baltimore, MD
900 G Street NW
Washington, DC 20001
Exchange Symbol
Your Privacy and the Security of Your Personal Information is Very Important to Us
620 Eighth Avenue
47th Floor
New York, NY 10018
P.O. Box 43006
Providence, RI 02940-3078
Item 2. | CODE OF ETHICS. |
The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller.
Item 3. | AUDIT COMMITTEE FINANCIAL EXPERT. |
The Board of Directors of the registrant has determined that Eileen A. Kamerick and Nisha Kumar, are the members of the Board’s Audit Committee, possesses the technical attributes identified in Instruction 2(b) of Item 3 to Form N-CSR to qualify as an “audit committee financial experts”.
Item 4. | Principal Accountant Fees and Services. |
(a) Audit Fees. The aggregate fees billed in the previous fiscal years ending May 31, 2023 and May 31, 2024 (the “Reporting Periods”) for professional services rendered by the Registrant’s principal accountant (the “Auditor”) for the audit of the Registrant’s annual financial statements, or services that are normally provided by the Auditor in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were $66,769 in May 31, 2023 and $66,769 in May 31, 2024.
(b) Audit-Related Fees. The aggregate fees billed in the Reporting Period for assurance and related services by the Auditor that are reasonably related to the performance of the Registrant’s financial statements were $0 in May 31, 2023 and $0 in May 31, 2024.
(c) Tax Fees. The aggregate fees billed in the Reporting Periods for professional services rendered by the Auditor for tax compliance, tax advice and tax planning (“Tax Services”) were $10,000 in May 31, 2023 and $10,000 in May 31, 2024. These services consisted of (i) review or preparation of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local tax planning, advice and assistance regarding statutory, regulatory or administrative developments, and (iii) tax advice regarding tax qualification matters and/or treatment of various financial instruments held or proposed to be acquired or held.
There were no fees billed for tax services by the Auditors to service affiliates during the Reporting Periods that required pre-approval by the Audit Committee.
(d) All Other Fees. The aggregate fees for other fees billed in the Reporting Periods for products and services provided by the Auditor, other than the services reported in paragraphs (a) through (c) of this Item for the Western Asset Global High Income Fund Inc. were $0 in May 31, 2023 and $8,000 in May 31, 2024.
All Other Fees. There were no other non-audit services rendered by the Auditor to Franklin Templeton Fund Advisor, LLC (“FTFA”), and any entity controlling, controlled by or under common control with FTFA that provided ongoing services to Western Asset Global High Income Fund Inc. requiring pre-approval by the Audit Committee in the Reporting Period.
(e) Audit Committee’s pre—approval policies and procedures described in paragraph (c) (7) of Rule 2-01 of Regulation S-X.
(1) The Charter for the Audit Committee (the “Committee”) of the Board of each registered investment company (the “Fund”) advised by FTFA or one of their affiliates (each, an “Adviser”) requires that the Committee shall approve (a) all audit and permissible non-audit services to be provided to the Fund and (b) all permissible non-audit services to be provided by the Fund’s independent auditors to the Adviser and any Covered Service Providers if the engagement relates directly to the operations and financial reporting of the Fund. The Committee may
implement policies and procedures by which such services are approved other than by the full Committee.
The Committee shall not approve non-audit services that the Committee believes may impair the independence of the auditors. As of the date of the approval of this Audit Committee Charter, permissible non-audit services include any professional services (including tax services), that are not prohibited services as described below, provided to the Fund by the independent auditors, other than those provided to the Fund in connection with an audit or a review of the financial statements of the Fund. Permissible non-audit services may not include: (i) bookkeeping or other services related to the accounting records or financial statements of the Fund; (ii) financial information systems design and implementation; (iii) appraisal or valuation services, fairness opinions or contribution-in-kind reports; (iv) actuarial services; (v) internal audit outsourcing services; (vi) management functions or human resources; (vii) broker or dealer, investment adviser or investment banking services; (viii) legal services and expert services unrelated to the audit; and (ix) any other service the Public Company Accounting Oversight Board determines, by regulation, is impermissible.
Pre-approval by the Committee of any permissible non-audit services is not required so long as: (i) the aggregate amount of all such permissible non-audit services provided to the Fund, the Adviser and any service providers controlling, controlled by or under common control with the Adviser that provide ongoing services to the Fund (“Covered Service Providers”) constitutes not more than 5% of the total amount of revenues paid to the independent auditors during the fiscal year in which the permissible non-audit services are provided to (a) the Fund, (b) the Adviser and (c) any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the Fund during the fiscal year in which the services are provided that would have to be approved by the Committee; (ii) the permissible non-audit services were not recognized by the Fund at the time of the engagement to be non-audit services; and (iii) such services are promptly brought to the attention of the Committee and approved by the Committee (or its delegate(s)) prior to the completion of the audit.
(2) None of the services described in paragraphs (b) through (d) of this Item were performed in reliance on paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f) N/A
(g) Non-audit fees billed by the Auditor for services rendered to Western Asset Global High Income Fund Inc., FTFA and any entity controlling, controlled by, or under common control with FTFA that provides ongoing services to Western Asset Global High Income Fund Inc. during the reporting period were $350,359 in May 31, 2023 and $342,635 in May 31, 2024.
(h) Yes. Western Asset Global High Income Fund Inc.’s Audit Committee has considered whether the provision of non-audit services that were rendered to Service Affiliates, which were not pre-approved (not requiring pre-approval), is compatible with maintaining the Accountant’s independence. All services provided by the Auditor to the Western Asset Global High Income Fund Inc. or to Service Affiliates, which were required to be pre-approved, were pre-approved as required.
(i) Not applicable.
(j) Not applicable.
ITEM 5. | AUDIT COMMITTEE OF LISTED REGISTRANTS. |
a) Registrant has a separately-designated standing Audit Committee established in accordance with Section 3(a)58(A) of the Exchange Act. The Audit Committee consists of the following Board members:
Robert D. Agdern
Carol L. Colman
Daniel P. Cronin
Paolo M. Cucchi
Eileen A. Kamerick
Nisha Kumar
b) Not applicable
ITEM 6. | SCHEDULE OF INVESTMENTS. |
Included herein under Item 1.
ITEM 7. | FINANCIAL STATEMENTS AND FINANCIAL HIGLIGHTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
ITEM 8. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
ITEM 9. | PROXY DISCLOSURES FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
ITEM 10. | REMUNERATION PAID TO DIRECTORS, OFFICERS, AND OTHERS OF OPEN-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
ITEM 11. | STATEMENT REGARDING BASIS FOR APPROVAL OF INVESTMENT ADVISORY CONTRACT. |
Not applicable.
ITEM 12. | DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES |
Western Asset Management Company, LLC
Proxy Voting Policies and Procedures
NOTE
The policy below relating to proxy voting and corporate actions is a global policy for Western Asset Management Company, LLC (“Western Asset” or the “Firm”) and all Western Asset affiliates, including Western Asset Management Company Limited (“Western Asset Limited”), Western Asset Management Company Ltd (“Western Asset Japan”) and Western Asset Management Company Pte. Ltd. (“Western Asset Singapore”), as applicable. As compliance with the policy is monitored by Western Asset, the policy has been adopted from the US Compliance Manual and all defined terms are those defined in the US Compliance Manual rather than the compliance manual of any other Western Asset affiliate.
BACKGROUND
An investment adviser is required to adopt and implement policies and procedures that we believe are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with fiduciary duties and Rule 206(4)-6 under the Investment Advisers Act of 1940 (“Advisers Act”). The authority to vote the proxies of our clients is established through investment management agreements or comparable documents. In addition to SEC requirements governing advisers, long-standing fiduciary standards and responsibilities have been established for ERISA accounts. Unless a manager of ERISA assets has been expressly precluded from voting proxies, the Department of Labor has determined that the responsibility for these votes lies with the investment manager.
POLICY
As a fixed income only manager, the occasion to vote proxies is very rare. However, the Firm has adopted and implemented policies and procedures that we believe are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with our fiduciary duties and Rule 206(4)-6 under the Advisers Act. In addition to SEC requirements governing advisers, our proxy voting policies reflect the long-standing fiduciary standards and responsibilities for ERISA accounts. Unless a manager of ERISA assets has been expressly precluded from voting proxies, the Department of Labor has determined that the responsibility for these votes lies with the investment manager.
While the guidelines included in the procedures are intended to provide a benchmark for voting standards, each vote is ultimately cast on a case-by-case basis, taking into consideration the Firm’s contractual obligations to our clients and all other relevant facts and circumstances at the time of the vote (such that these guidelines may be overridden to the extent the Firm deems appropriate).
In exercising its voting authority, Western Asset will not consult or enter into agreements with officers, directors or employees of Franklin Resources (Franklin Resources includes Franklin Resources, Inc. and organizations operating as Franklin Resources) or any of its affiliates (other than Western Asset affiliated companies) regarding the voting of any securities owned by its clients.
PROCEDURES
Responsibility and Oversight
The Regulatory Affairs Group is responsible for administering and overseeing the proxy voting process. The gathering of proxies is coordinated through the Corporate Actions area of Investment Operations Group (“Corporate Actions”). Research analysts and portfolio managers are responsible for determining appropriate voting positions on each proxy utilizing any applicable guidelines contained in these procedures.
Client Authority
The Investment Management Agreement for each client is reviewed at account start-up for proxy voting instructions. If an agreement is silent on proxy voting, but contains an overall delegation of discretionary authority or if the account represents assets of an ERISA plan, Western Asset will assume responsibility for proxy voting. The Regulatory Affairs Group maintains a matrix of proxy voting authority.
Proxy Gathering
Registered owners of record, client custodians, client banks and trustees (“Proxy Recipients”) that receive proxy materials on behalf of clients should forward them to Corporate Actions. Proxy Recipients for new clients (or, if Western Asset becomes aware that the applicable Proxy Recipient for an existing client has changed, the Proxy Recipient for the existing client) are notified at start-up of appropriate routing to Corporate Actions of proxy materials received and reminded of their responsibility to forward all proxy materials on a timely basis. If Western Asset personnel other than Corporate Actions receive proxy materials, they should promptly forward the materials to Corporate Actions.
Proxy Voting
Once proxy materials are received by Corporate Actions, they are forwarded to the Regulatory Affairs Group for coordination and the following actions:
• | Proxies are reviewed to determine accounts impacted. |
• | Impacted accounts are checked to confirm Western Asset voting authority. |
• | The Regulatory Affairs Group reviews proxy issues to determine any material conflicts of interest. (See Conflicts of Interest section of these procedures for further information on determining material conflicts of interest.) |
• | If a material conflict of interest exists, (i) to the extent reasonably practicable and permitted by applicable law, the client is promptly notified, the conflict is disclosed and Western Asset obtains the client’s proxy voting instructions, and (ii) to the extent that it is not reasonably practicable or permitted by applicable law to notify the client and obtain such instructions (e.g., the client is a mutual fund or other commingled vehicle or is an ERISA plan client), Western Asset seeks voting instructions from an independent third party. |
• | The Regulatory Affairs Group provides proxy material to the appropriate research analyst or portfolio manager to obtain their recommended vote. Research analysts and portfolio managers determine votes on a case-by-case basis taking into account the voting guidelines contained in these procedures. For avoidance of doubt, depending on the best interest of each individual client, Western Asset may vote the same proxy differently for different clients. The analyst’s or portfolio manager’s basis for their decision is documented and maintained by the Regulatory Affairs Group. |
• | Portfolio Compliance Group votes the proxy pursuant to the instructions received in (d) or (e) and returns the voted proxy as indicated in the proxy materials. |
Timing
Western Asset’s Legal and Compliance Department personnel act in such a manner to ensure that, absent special circumstances, the proxy gathering and proxy voting steps noted above can be completed before the applicable deadline for returning proxy votes.
Recordkeeping
Western Asset maintains records of proxies voted pursuant to Rule 204-2 of the Advisers Act and ERISA DOL Bulletin 94-2. These records include:
• | A copy of Western Asset’s proxy voting policies and procedures. |
• | Copies of proxy statements received with respect to securities in client accounts. |
• | A copy of any document created by Western Asset that was material to making a decision how to vote proxies. |
• | Each written client request for proxy voting records and Western Asset’s written response to both verbal and written client requests. |
• | A proxy log including: |
1. | Issuer name; |
2. | Exchange ticker symbol of the issuer’s shares to be voted; |
3. | Committee on Uniform Securities Identification Procedures (“CUSIP”) number for the shares to be voted; |
4. | A brief identification of the matter voted on; |
5. | Whether the matter was proposed by the issuer or by a shareholder of the issuer; |
6. | Whether a vote was cast on the matter; |
7. | A record of how the vote was cast; and |
8. | Whether the vote was cast for or against the recommendation of the issuer’s management team. |
Records are maintained in an easily accessible place for a period of not less than five (5) years with the first two (2) years in Western Asset’s offices.
Disclosure
Western Asset’s proxy policies and procedures are described in the Firm’s Form ADV Part 2A. Clients are provided with a copy of these policies and procedures upon request. In addition, clients may receive reports on how their proxies have been voted, upon request.
Conflicts of Interest
All proxies are reviewed by the Regulatory Affairs Group for material conflicts of interest. Issues to be reviewed include, but are not limited to:
1. | Whether Western Asset (or, to the extent required to be considered by applicable law, its affiliates) manages assets for the company or an employee group of the company or otherwise has an interest in the company; |
2. | Whether Western Asset or an officer or director of Western Asset or the applicable portfolio manager or analyst responsible for recommending the proxy vote (together, “Voting Persons”) is a close relative of or has a personal or business relationship with an executive, director or person who is a candidate for director of the company or is a participant in a proxy contest; and |
3. | Whether there is any other business or personal relationship where a Voting Person has a personal interest in the outcome of the matter before shareholders. |
Voting Guidelines
Western Asset’s substantive voting decisions are based on the particular facts and circumstances of each proxy vote and are evaluated by the designated research analyst or portfolio manager. The examples outlined below are meant as guidelines to aid in the decision making process.
Situations can arise in which more than one Western Asset client invests in instruments of the same issuer or in which a single client may invest in instruments of the same issuer but in multiple accounts or strategies. Multiple clients or the same client in multiple accounts or strategies may have different investment objectives, investment styles, or investment professionals involved in making decisions. While there may be differences, votes are always cast in the best interests of the client and the investment objectives agreed with Western Asset. As a result, there may be circumstances where Western Asset casts different votes on behalf of different clients or on behalf of the same client with multiple accounts or strategies.
Guidelines are grouped according to the types of proposals generally presented to shareholders. Part I deals with proposals which have been approved and are recommended by a company’s board of directors; Part II deals with proposals submitted by shareholders for inclusion in proxy statements; Part III addresses issues relating to voting shares of investment companies; and Part IV addresses unique considerations pertaining to foreign issuers.
I. | Board Approved Proposals |
The vast majority of matters presented to shareholders for a vote involve proposals made by a company itself that have been approved and recommended by its board of directors. In view of the enhanced corporate governance practices currently being implemented in public companies, Western Asset generally votes in support of decisions reached by independent boards of directors. More specific guidelines related to certain board-approved proposals are as follows:
1. | Matters relating to the Board of Directors |
Western Asset votes proxies for the election of the company’s nominees for directors and for board-approved proposals on other matters relating to the board of directors with the following exceptions:
a. | Votes are withheld for the entire board of directors if the board does not have a majority of independent directors or the board does not have nominating, audit and compensation committees composed solely of independent directors. |
b. | Votes are withheld for any nominee for director who is considered an independent director by the company and who has received compensation from the company other than for service as a director. |
c. | Votes are withheld for any nominee for director who attends less than 75% of board and committee meetings without valid reasons for absences. |
d. | Votes are cast on a case-by-case basis in contested elections of directors. |
2. | Matters relating to Executive Compensation |
Western Asset generally favors compensation programs that relate executive compensation to a company’s long-term performance. Votes are cast on a case-by-case basis on board-approved proposals relating to executive compensation, except as follows:
a. | Except where the firm is otherwise withholding votes for the entire board of directors, Western Asset votes for stock option plans that will result in a minimal annual dilution. |
b. | Western Asset votes against stock option plans or proposals that permit replacing or repricing of underwater options. |
c. | Western Asset votes against stock option plans that permit issuance of options with an exercise price below the stock’s current market price. |
d. | Except where the firm is otherwise withholding votes for the entire board of directors, Western Asset votes for employee stock purchase plans that limit the discount for shares purchased under the plan to no more than 15% of their market value, have an offering period of 27 months or less and result in dilution of 10% or less. |
3. | Matters relating to Capitalization |
The Management of a company’s capital structure involves a number of important issues, including cash flows, financing needs and market conditions that are unique to the circumstances of each company. As a result, Western Asset votes on a case-by-case basis on board-approved proposals involving changes to a company’s capitalization except where Western Asset is otherwise withholding votes for the entire board of directors.
a. | Western Asset votes for proposals relating to the authorization of additional common stock. |
b. | Western Asset votes for proposals to effect stock splits (excluding reverse stock splits). |
c. | Western Asset votes for proposals authorizing share repurchase programs. |
4. | Matters relating to Acquisitions, Mergers, Reorganizations and Other Transactions |
Western Asset votes these issues on a case-by-case basis on board-approved transactions.
5. | Matters relating to Anti-Takeover Measures |
Western Asset votes against board-approved proposals to adopt anti-takeover measures except as follows:
a. | Western Asset votes on a case-by-case basis on proposals to ratify or approve shareholder rights plans. |
b. | Western Asset votes on a case-by-case basis on proposals to adopt fair price provisions. |
6. | Other Business Matters |
Western Asset votes for board-approved proposals approving such routine business matters such as changing the company’s name, ratifying the appointment of auditors and procedural matters relating to the shareholder meeting.
a. | Western Asset votes on a case-by-case basis on proposals to amend a company’s charter or bylaws. |
b. | Western Asset votes against authorization to transact other unidentified, substantive business at the meeting. |
7. | Reporting of Financially Material Information |
Western Asset generally believes issuers should disclose information that is material to their business. This principle extends to Environmental, Social and Governance matters. What qualifies as “material” can vary, so votes are cast on a case by case basis but consistent with the overarching principle.
II. | Shareholder Proposals |
SEC regulations permit shareholders to submit proposals for inclusion in a company’s proxy statement. These proposals generally seek to change some aspect of a company’s corporate governance structure or to change some aspect of its business operations. Western Asset votes in accordance with the recommendation of the company’s board of directors on all shareholder proposals, except as follows:
1. | Western Asset votes for shareholder proposals to require shareholder approval of shareholder rights plans. |
2. | Western Asset votes for shareholder proposals that are consistent with Western Asset’s proxy voting guidelines for board-approved proposals. |
3. | Western Asset votes on a case-by-case basis on other shareholder proposals where the firm is otherwise withholding votes for the entire board of directors. |
Environmental or social issues that are the subject of a proxy vote will be considered on a case by case basis. Constructive proposals that seek to advance the health of the issuer and the prospect for risk-adjusted returns to Western Assets clients are viewed more favorably than proposals that advance a single issue or limit the ability of management to meet its operating objectives.
III. | Voting Shares of Investment Companies |
Western Asset may utilize shares of open or closed-end investment companies to implement its investment strategies. Shareholder votes for investment companies that fall within the categories listed in Parts I and II above are voted in accordance with those guidelines.
1. | Western Asset votes on a case-by-case basis on proposals relating to changes in the investment objectives of an investment company taking into account the original intent of the fund and the role the fund plays in the clients’ portfolios. |
2. | Western Asset votes on a case-by-case basis all proposals that would result in increases in expenses (e.g., proposals to adopt 12b-1 plans, alter investment advisory arrangements or approve fund mergers) taking into account comparable expenses for similar funds and the services to be provided. |
IV. | Voting Shares of Foreign Issuers |
In the event Western Asset is required to vote on securities held in non-U.S. issuers – i.e. issuers that are incorporated under the laws of a foreign jurisdiction and that are not listed on a U.S. securities exchange or the NASDAQ stock market, the following guidelines are used, which are premised on the existence of a sound corporate governance and disclosure framework. These guidelines, however, may not be appropriate under some circumstances for foreign issuers and therefore apply only where applicable.
1. | Western Asset votes for shareholder proposals calling for a majority of the directors to be independent of management. |
2. | Western Asset votes for shareholder proposals seeking to increase the independence of board nominating, audit and compensation committees. |
3. | Western Asset votes for shareholder proposals that implement corporate governance standards similar to those established under U.S. federal law and the listing requirements of U.S. stock exchanges, and that do not otherwise violate the laws of the jurisdiction under which the company is incorporated. |
4. | Western Asset votes on a case-by-case basis on proposals relating to (1) the issuance of common stock in excess of 20% of a company’s outstanding common stock where shareholders do not have preemptive rights, or (2) the issuance of common stock in excess of 100% of a company’s outstanding common stock where shareholders have preemptive rights. |
V. | Environmental, Social and Governance Matters |
Western Asset considers ESG matters as part of the overall investment process where appropriate. The Firm seeks to identify and consider material risks to the investment thesis, including material risks presented by ESG factors. While Western Asset is primarily a fixed income manager, opportunities to vote proxies are considered on the investment merits of the instruments and strategies involved.
As a general proposition, Western Asset votes to encourage disclosure of information material to their business. This principle extends to ESG matters. What qualifies as “material” can vary, so votes are cast on a case by case basis but consistent with the overarching principle. Western Asset recognizes that objective standards and criteria may not be available or universally agreed and that there may be different views and subjective analysis regarding factors and their significance.
As a general matter, Western Asset votes to encourage management and governance practices that enhance the strength of the issuer, build value for investors, and mitigate risks that might threaten their ability to operate and navigate competitive pressures.
Targeted environmental or social issues that are the subject of a proxy vote will be considered on a case by case basis. Constructive proposals that seek to advance the health of the issuer and the prospect for risk-adjusted returns to Western Assets clients are viewed more favorably than proposals that advance a single issue or limit the ability of management to meet its operating objectives.
Situations can arise in which different clients and strategies have explicit ESG objectives beyond generally taking into account material ESG risks. Votes may be cast for such clients with the ESG objectives in mind. Votes involving ESG proposals that are not otherwise addressed in this policy will be voted on a case-by-case basis consistent with the Firm’s fiduciary duties to its clients, the potential consequences to the investment thesis for that issuer, and the specific facts and circumstances of each proposal.
Retirement Accounts
For accounts subject to ERISA, as well as other retirement accounts, Western Asset is presumed to have the responsibility to vote proxies for the client. The Department of Labor has issued a bulletin that states that investment managers have the responsibility to vote proxies on behalf of Retirement Accounts unless the authority to vote proxies has been specifically reserved to another named fiduciary. Furthermore, unless Western Asset is expressly precluded from voting the proxies, the Department of Labor has determined that the responsibility remains with the investment manager.
In order to comply with the Department of Labor’s position, Western Asset will be presumed to have the obligation to vote proxies for its retirement accounts unless Western Asset has obtained a specific written instruction indicating that: (a) the right to vote proxies has been reserved to a named fiduciary of the client, and (b) Western Asset is precluded from voting proxies on behalf of the client. If Western Asset does not receive such an instruction, Western Asset will be responsible for voting proxies in the best interests of the retirement account client and in accordance with any proxy voting guidelines provided by the client.
ITEM 13. | PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
(a)(1): As of the date of filing this report:
NAME AND ADDRESS | LENGTH OF TIME SERVED | PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS | ||||
Michael C. Buchanan
Western Asset 385 East Pasadena, CA 91101 | Since 2006 | Responsible for the day-to-day management with other members of the Fund’s portfolio management team; Became Co-Chief Investment Officer of Western Asset in September 2023 with S. Kenneth Leech, with whom he leads the Global and US Strategy Committees; employed by Western Asset Management as an investment professional for at least the past five years; Managing Director and head of U.S. Credit Products from 2003-2005 at Credit Suisse Asset Management
| ||||
Ryan K. Brist
Western Asset 385 East Pasadena, CA 91101 | Since 2010 | Responsible for the day-to-day management with other members of the Fund’s portfolio management team; Head of U.S. Investment Grade Credit of Western Asset since 2009; Chief Investment Officer and Portfolio Manager at Logan Circle Partners, L.P. from 2007-2009; Co-Chief Investment Officer and Senior Portfolio Manager at Delaware Investment Advisors from 2000-2007
| ||||
Christopher F. Kilpatrick Western Asset | Since 2012 | Responsible for the day-to-day management with other members of the Fund’s portfolio management team; employed by Western Asset Management as an investment professional for at least the past five years. | ||||
Walter Kilcullen Western Asset | Since March 1, 2024 | Responsible for the day-to-day management with other members of the Fund’s portfolio management team; employed by Western Asset Management as an investment professional since 2002 | ||||
Ian Edmonds Western Asset | Since March 1, 2024 | Responsible for the day-to-day management with other members of the Fund’s portfolio management team; Lead Portfolio Manager of Western Asset Management’s Global Multi-Sector portfolios; employed by Western Asset Management as an investment professional since 1994 |
(a)(2): DATA TO BE PROVIDED BY FINANCIAL CONTROL
The following tables set forth certain additional information with respect to the fund’s portfolio managers for the fund. Unless noted otherwise, all information is provided as of May 31, 2024.
Other Accounts Managed by Portfolio Managers
The table below identifies the number of accounts (other than the fund) for which the fund’s portfolio managers have day-to-day management responsibilities and the total assets in such accounts, within each of the following categories: registered investment companies, other pooled investment vehicles, and other accounts. For each category, the number of accounts and total assets in the accounts where fees are based on performance is also indicated.
Name of PM | Type of Account | Number of Accounts Managed | Total Assets Managed | Number of Accounts Managed for which Advisory Fee is Performance-Based | Assets Managed for which Advisory Fee is Performance-Based |
Michael C. Buchanan ‡ | Other Registered Investment Companies | 75 | $111.65 billion | None | None |
Other Pooled Vehicles | 286 | $68.00 billion | 22 | $2.56 billion | |
Other Accounts | 574 | $173.55 billion | 20 | $11.26 billion | |
Ian Edmonds‡ | Other Registered Investment Companies | 3 | $834 million | None | None |
Other Pooled Vehicles | 21 | $3.80 billion | 3 | $326 million | |
Other Accounts | 16 | $6.33 billion | 1 | $171 million | |
Christopher Kilpatrick ‡
| Other Registered Investment Companies | 8 | $3.05 billion | None | None |
Other Pooled Vehicles | 6 | $483 million | 3 | $326 million | |
Other Accounts | None | None | None | None | |
Ryan Brist ‡ | Other Registered Investment Companies | 29 | $14.64 billion | None | None |
Other Pooled Vehicles | 29 | $14.84 billion | None | None | |
Other Accounts | 169 | $72.46 billion | 5 | $1.32 billion |
Walter Kilcullen‡
| Other Registered Investment Companies | 10 | $4.88 billion | None | None |
Other Pooled Vehicles | 18 | $7.60 billion | 3 | $326 million | |
Other Accounts | 21 | $3.43 billion | None | None |
‡ The numbers above reflect the overall number of portfolios managed by employees of Western Asset Management Company (“Western Asset”). They are involved in the management of all the Firm’s portfolios, but they are not solely responsible for particular portfolios. Western Asset’s investment discipline emphasizes a team approach that combines the efforts of groups of specialists working in different market sectors. They are responsible for overseeing implementation of Western Asset’s overall investment ideas and coordinating the work of the various sector teams. This structure ensures that client portfolios benefit from a consensus that draws on the expertise of all team members.
(a)(3): As of May 31, 2024 : Investment Professional Compensation
Conflicts of Interest
The Subadviser has adopted compliance policies and procedures to address a wide range of potential conflicts of interest that could directly impact client portfolios. For example, potential conflicts of interest may arise in connection with the management of multiple portfolios (including portfolios managed in a personal capacity). These could include potential conflicts of interest related to the knowledge and timing of a portfolio’s trades, investment opportunities and broker selection. Portfolio managers are privy to the size, timing, and possible market impact of a portfolio’s trades.
It is possible that an investment opportunity may be suitable for both a portfolio and other accounts managed by a portfolio manager, but may not be available in sufficient quantities for both the portfolio and the other accounts to participate fully. Similarly, there may be limited opportunity to sell an investment held by a portfolio and another account. A conflict may arise where the portfolio manager may have an incentive to treat an account preferentially as compared to a portfolio because the account pays a performance-based fee or the portfolio manager, the Subadviser or an affiliate has an interest in the account. The Subadviser has adopted procedures for allocation of portfolio transactions and investment opportunities across multiple client accounts on a fair and equitable basis over time. Eligible accounts that can participate in a trade generally share the same price on a pro-rata allocation basis, taking into account differences based on factors such as cash availability, investment restrictions and guidelines, and portfolio composition versus strategy.
With respect to securities transactions, the Subadviser determines which broker or dealer to use to execute each order, consistent with their duty to seek best execution of the transaction. However, with respect to certain other accounts (such as pooled investment vehicles that are not registered investment companies and other accounts managed for organizations and individuals), the Subadviser may be limited by the client with respect to the selection of brokers or dealers or may be instructed to direct trades through a particular broker or dealer. In these cases, trades for a portfolio in a particular security may be placed separately from, rather than aggregated with, such other accounts. Having separate transactions with respect to a security may temporarily affect the market price of the security or the execution of the transaction, or both, to the possible detriment of a portfolio or the other account(s) involved. Additionally, the management of multiple portfolios and/or other accounts may result in a portfolio manager devoting unequal time and attention to the management of each portfolio and/or other account. The Subadviser’s team approach to portfolio management and block trading approach seeks to limit this potential risk.
The Subadviser also maintains a gift and entertainment policy to address the potential for a business contact to give gifts or host entertainment events that may influence the business judgment of an employee. Employees are permitted to retain gifts of only a nominal value and are required to make reimbursement for entertainment events above a certain value. All gifts (except those of a de minimis value) and entertainment events that are given or sponsored by a business contact are required to be reported in a gift and entertainment log which is reviewed on a regular basis for possible issues.
Employees of the Subadviser have access to transactions and holdings information regarding client accounts and the Subadviser’s overall trading activities. This information represents a potential conflict of interest because employees may take advantage of this information as they trade in their personal accounts. Accordingly, the Subadviser maintains a Code of Ethics that is compliant with Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act to address personal trading. In addition, the Code of Ethics seeks to establish broader principles of good conduct and fiduciary responsibility in all aspects of the Subadviser’s business. The Code of Ethics is administered by the Legal and Compliance Department and monitored through the Subadviser’s compliance monitoring program.
The Subadviser may also face other potential conflicts of interest with respect to managing client assets, and the description above is not a complete description of every conflict of interest that could be deemed to exist. The Subadviser also maintains a compliance monitoring program and engages independent auditors to conduct a SOC1/ISAE 3402 audit on an annual basis. These steps help to ensure that potential conflicts of interest have been addressed.
Investment Professional Compensation
With respect to the compensation of the Fund’s investment professionals, the Subadviser’s compensation system assigns each employee a total compensation range, which is derived from annual market surveys that benchmark each role with its job function and peer universe. This method is designed to reward employees with total compensation reflective of the external market value of their skills, experience and ability to produce desired results. Standard compensation includes competitive base salaries, generous employee benefits and a retirement plan.
In addition, the Subadviser’s employees are eligible for bonuses. These are structured to closely align the interests of employees with those of the Subadviser, and are determined by the professional’s job function and pre-tax performance as measured by a formal review process. All bonuses are completely discretionary. The principal factor considered is an investment professional’s investment performance versus appropriate peer groups and benchmarks (e.g., a securities index and with respect to the Fund, the benchmark set forth in the Fund’s Prospectus to which the Fund’s average annual total returns are compared or, if none, the benchmark set forth in the Fund’s annual report). Performance is reviewed on a 1, 3 and 5 year basis for compensation—with 3 and 5 years having a larger emphasis. The Subadviser may also measure an investment professional’s pre-tax investment performance against other benchmarks, as it determines appropriate. Because investment professionals are generally responsible for multiple accounts (including the Fund) with similar investment strategies, they are generally compensated on the performance of the aggregate group of similar accounts, rather than a specific account. Other factors that may be considered when making bonus decisions include client service, business development, length of service to the Subadviser, management or supervisory responsibilities, contributions to developing business strategy and overall contributions to the Subadviser’s business.
Finally, in order to attract and retain top talent, all investment professionals are eligible for additional incentives in recognition of outstanding performance. These are determined based upon the factors described above and include long-term incentives that vest over a set period of time past the award date.
Investment Professional Securities Ownership
The table below identifies the dollar range of securities beneficially owned by the named investment professional as of May 31, 2024.
Portfolio Manager(s) | Dollar Range of | |
Michael C. Buchanan | A | |
Ryan K. Brist | A | |
Christopher F. Kilpatrick | A | |
Ian Edmonds | A | |
Walter Kilcullen | A |
Dollar Range ownership is as follows:
A: none
B: $1 - $10,000
C: 10,001 - $50,000
D: $50,001 - $100,000
E: $100,001 - $500,000
F: $500,001 - $1 million
G: over $1 million
ITEM 14. | PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS |
Not applicable.
ITEM 15. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
Not applicable.
ITEM 16. | 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 (the “1940 Act”)) are effective as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the disclosure controls and procedures required by Rule 30a-3(b) under the 1940 Act and 15d-15(b) under the Securities Exchange Act of 1934. |
(b) | There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the period covered by this report that have materially affected, or are likely to materially affect the registrant’s internal control over financial reporting. |
ITEM 17. | DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable
ITEM 18. | RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION. |
(a) | Not applicable. |
(b) | Not applicable. |
ITEM 19. | EXHIBITS. |
(a) (1) Code of Ethics attached hereto.
Exhibit 99.CODE ETH
(a) (2) Certifications pursuant to section 302 of the Sarbanes-Oxley Act of 2002 attached hereto.
Exhibit 99.CERT
(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 attached hereto.
Exhibit 99.906CERT
(c) Consent of Independent Registered Public Accounting Firm
EX99_CONSENT
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, there unto duly authorized.
Western Asset Global High Income Fund Inc.
By: | /s/ Jane Trust | |
Jane Trust | ||
Chief Executive Officer | ||
Date: | July 25, 2024 |
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/ Jane Trust | |
Jane Trust | ||
Chief Executive Officer | ||
Date: | July 25, 2024 |
By: | /s/ Christopher Berarducci | |
Christopher Berarducci | ||
Principal Financial Officer | ||
Date: | July 25, 2024 |