UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMN-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number811-22294
Western Asset Investment Grade Defined Opportunity Trust Inc.
Exact name of registrant as specified in charter)
620 Eighth Avenue, 49th Floor, New York, NY 10018
(Address of principal executive offices) (Zip code)
Robert I. Frenkel, Esq.
Legg Mason & Co., LLC
100 First Stamford Place
Stamford, CT 06902
(Name and address of agent for service)
Registrant’s telephone number, including area code: (888)777-0102
Date of fiscal year end: November 30
Date of reporting period: November 30, 2019
ITEM 1. | REPORT TO STOCKHOLDERS. |
TheAnnual Report to Stockholders is filed herewith.
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Annual Report | | November 30, 2019 |
WESTERN ASSET
INVESTMENT GRADE
DEFINED OPPORTUNITY
TRUST INC. (IGI)
Beginning in January 2021, as permitted by regulations adopted by the Securities and Exchange Commission, the Fund intends to no longer mail paper copies of the Fund’s shareholder reports like this one, unless you specifically request paper copies of the reports from the Fund or from your financial intermediary (such as a broker-dealer or bank). Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.
If you invest through a financial intermediary and you already elected to receive shareholder reports electronically(“e-delivery”), you will not be affected by this change and you need not take any action. If you have not already electede-delivery, you may elect to receive shareholder reports and other communications from the Fund electronically by contacting your financial intermediary.
You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. That election will apply to all Legg Mason Funds held in your account at that financial intermediary. If you are a direct shareholder with the Fund, you can call the Fund at1-888-888-0151, or write to the Fund by regular mail at P.O. Box 505000, Louisville, KY 40233 or by overnight delivery to Computershare, 462 South 4th Street, Suite 1600, Louisville, KY 40202 to let the Fund know you wish to continue receiving paper copies of your shareholder reports. That election will apply to all Legg Mason Funds held in your account held directly with the fund complex.
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INVESTMENT PRODUCTS: NOT FDIC INSURED • NO BANK GUARANTEE • MAY LOSE VALUE |
Fund objectives
The Fund’s primary investment objective is to provide current income and then to liquidate and distribute substantially all of the Fund’s net assets to stockholders on or about December 2, 2024. As a secondary investment objective, the Fund will seek capital appreciation. There can be no assurance the Fund will achieve its investment objectives.
The Fund seeks to achieve its investment objectives by investing, under normal market conditions, at least 80% of its net assets in investment grade corporate fixed-income securities of varying maturities.
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II | | Western Asset Investment Grade Defined Opportunity Trust Inc. |
Letter from the chairman
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Dear Shareholder,
We are pleased to provide the annual report of Western Asset Investment Grade Defined Opportunity Trust Inc. for the twelve-month reporting period ended November 30, 2019. Please read on for a detailed look at prevailing economic and market conditions during the Fund’s reporting period and to learn how those conditions have affected Fund performance.
As always, we remain committed to providing you with excellent service and a full spectrum of investment choices. We also remain committed to supplementing the support you receive from your financial advisor. One way we accomplish this is through our website, www.lmcef.com. Here you can gain immediate access to market and investment information, including:
• | | Fund prices and performance, |
• | | Market insights and commentaries from our portfolio managers, and |
• | | A host of educational resources. |
We look forward to helping you meet your financial goals.
Sincerely,
![LOGO](https://capedge.com/proxy/N-CSR/0001193125-20-019370/g841399g12u83.jpg)
Jane Trust, CFA
Chairman, President and Chief Executive Officer
December 31, 2019
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Western Asset Investment Grade Defined Opportunity Trust Inc. | | III |
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Fund overview
Q. What is the Fund’s investment strategy?
A.The Fund’s primary investment objective is to provide current income and then to liquidate and distribute substantially all of the Fund’s net assets to stockholders on or about December 2, 2024. As a secondary investment objective, the Fund will seek capital appreciation. There can be no assurance the Fund will achieve its investment objectives.
The Fund seeks to achieve its investment objectives by investing, under normal market conditions, at least 80% of its net assets in investment grade corporate fixed income securities of varying maturities. The Fund may invest up to 20% of its net assets in corporate fixed-income securities of below investment grade quality (commonly known as “high yield” or “junk” bonds) at the time of investment and other securities, including obligations of the U.S. government, its agencies or instrumentalities, common stocks, warrants and depositary receipts. While the Fund may invest up to 20% of its net assets in below investment grade securities, the Fund will, under normal market conditions, maintain a portfolio with an overall dollar-weighted average of investment grade credit quality. The Fund may invest up to 20% of its net assets in securities of foreign issuers located anywhere in the world, including issuers located in emerging market countries. Additionally, the Fund may invest up to 20% of its net assets innon-U.S. dollar denominated securities.
The Fund may invest in derivative instruments, such as options contracts, futures contracts, options on futures contracts, indexed securities, credit default swaps and other swap agreements, provided that the Fund’s exposure to derivative instruments, as measured by the total notional amount of all such instruments, will not exceed 20% of its net assets.
In purchasing securities and other investments for the Fund, we may take full advantage of the entire range of maturities and durationsi offered by corporate fixed income securities and may adjust the average maturity or duration of the Fund’s portfolio from time to time, depending on our assessment of the relative yields available on securities of different maturities and durations and our expectations of future changes in interest rates.
The Fund may take on leveraging risk by utilizing certain management techniques, whereby it will segregate liquid assets, enter into offsetting transactions or own positions covering its obligations. To the extent the Fund covers its commitment under such a portfolio management technique, such instrument will not be considered a senior security for the purposes of the Investment Company Act of 1940. However, as a fundamental policy, the Fund will not leverage its capital structure by issuing senior securities such as preferred shares or debt instruments.
At Western Asset Management Company, LLC (“Western Asset”), the Fund’s subadviser, we utilize a fixed income team approach, with decisions derived from interaction among various investment management sector specialists. The sector teams are comprised of Western Asset’s senior portfolio management personnel, research analysts and anin-house economist. Under this team approach, management of client fixed income portfolios will reflect a consensus of interdisciplinary views within the Western Asset organization. The individuals responsible for development of investment strategy,day-to-day portfolio management, oversight and coordination of the Fund are S. Kenneth Leech, Michael C. Buchanan and Ryan K. Brist.
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Western Asset Investment Grade Defined Opportunity Trust Inc. 2019 Annual Report | | 1 |
Fund overview (cont’d)
Q. What were the overall market conditions during the Fund’s reporting period?
A.Fixed income markets generally posted strong results over the twelve-month reporting period ended November 30, 2019. Spread sectors(non-Treasuries) outperformed but also experienced periods of volatility as they were impacted by a number of factors, including moderating global growth, monetary policy tightening and then a “dovish pivot” by the Federal Reserve Board (the “Fed”)ii, the ongoing trade war between the U.S. and China, uncertainties surrounding Brexit and numerous other geopolitical issues.
Both short- and long-term U.S. Treasury yields declined during the reporting period. The yield for thetwo-year Treasury note began the reporting period at 2.80% (the peak for the reporting period) and ended the period at 1.61%. The low for the reporting period was 1.39% on October 3, 2019. The yield for theten-year Treasury began the reporting period at 3.01% (the peak for the reporting period) and ended the period at 1.78%. The low for the reporting period was 1.47% on August 28, September 3 and September 4, 2019.
All told, the Bloomberg Barclays U.S. Aggregate Indexiii returned 10.79% for the twelve months ended November 30, 2019. Comparatively, the Bloomberg Barclays U.S. Credit Indexiv returned 15.18% over the same period and the Bloomberg Barclays U.S. Corporate High Yield — 2% Issuer Cap Indexv returned 9.68%.
Q. How did we respond to these changing market conditions?
A.From a sector perspective, we increased the Fund’s allocations to Financials (Banking and Brokerage) and ConsumerNon-Cyclicals1 (Health Care and Tobacco), while reducing its exposure to Communications2 (Cable-Satellite and Wirelines). From a quality standpoint, we reduced the Fund’s allocation to high-yield corporate bonds, largelyB-rated securities. Meanwhile, we increased the Fund’s exposure to investment-grade corporate bonds, mainlyA-rated securities. Elsewhere, we pared the Fund’s modest long duration positioning and ended the reporting period slightly shorter than that of the benchmark. Finally, we adjusted the Fund’s yield curvevi positioning. In particular, we rotated some exposure from the long end of the yield curve to the belly, or intermediate portion, of the yield curve.
During the reporting period, we employed U.S. Treasury futures to manage the Fund’s duration and yield curve positioning. Treasury futures modestly detracted from results.
1 | ConsumerNon-Cyclicals consists of the following industries: Consumer Products, Food/Beverage, Health Care, Pharmaceuticals, Supermarkets and Tobacco. |
2 | Communications consists of the following industries: Media — Cable, Media —Non-Cable and Telecommunications. |
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2 | | Western Asset Investment Grade Defined Opportunity Trust Inc. 2019 Annual Report |
Performance review
For the twelve months ended November 30, 2019, Western Asset Investment Grade Defined Opportunity Trust Inc. returned 15.59% based on its net asset value (“NAV”)vii and 23.70% based on its New York Stock Exchange (“NYSE”) market price per share. The Fund’s unmanaged benchmark, the Bloomberg Barclays U.S. Credit Index, returned 15.18% for the same period. The Lipper Corporate DebtBBB-RatedClosed-End Funds Category Averageviii returned 13.43% over the same time frame. Please note that Lipper performance returns are based on each fund’s NAV.
During the twelve-month period, the Fund made distributions to shareholders totaling $1.02 per share.* The performance table shows the Fund’s twelve-month total return based on its NAV and market price as of November 30, 2019.Past performance is no guarantee of future results.
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Performance Snapshotas of November 30, 2019 | |
Price Per Share | | 12-Month Total Return** | |
$21.12 (NAV) | | | 15.59 | %† |
$21.24 (Market Price) | | | 23.70 | %‡ |
All figures represent past performance and are not a guarantee of future results.
** Total returns are based on changes in NAV or market price, respectively. Returns reflect the deduction of all Fund expenses, including management fees, operating expenses, and other Fund expenses. Returns do not reflect the deduction of brokerage commissions or taxes that investors may pay on distributions or the sale of shares.
† Total return assumes the reinvestment of all distributions at NAV.
‡ Total return assumes the reinvestment of all distributions in additional shares in accordance with the Fund’s Dividend Reinvestment Plan.
Q. What were the leading contributors to performance?
A.The largest contributor to the Fund’s relative performance during the reporting period was security selection. The Fund’s holdings in the banking industry were the most beneficial, with overweight positions in UniCredit and Intesa Sanpaolo S.p.A. adding the most value. UniCredit is an Italian global banking and financial services firm. The company reported strong third quarter 2019 results that exceeded expectations. More specifically, UniCredit’s underlying net profits were up quarter-over-quarter and year-over-year, driven by solid core revenues and positive developments in trading income. Intesa Sanpaolo S.p.A. is also an Italian banking group. The company reported results that beat consensus estimates, including its highest net income since 2008. This was driven by resilient core revenues (net fees, insurance and trading) and lower than expected impairment charges. Elsewhere, in the Industrials sector, General Electric (“GE”) contributed to returns. Our positive thesis for GE has been based on its good assets, a strong new Chief Executive Officer and a revamped Board of Directors. We continue to believe that GE is an asset-rich firm with good core businesses. In our view, GE can benefit from its scale, diversification and a bondholder-friendlyde-risking strategy to improve its cash flows, cut costs, sellnon-core assets and reduce leverage.
* | For the tax character of distributions paid during the fiscal year ended November 30, 2019, please refer to page 41 of this report. |
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Western Asset Investment Grade Defined Opportunity Trust Inc. 2019 Annual Report | | 3 |
Fund overview (cont’d)
The Fund’s rating biases were also rewarded. In particular, a large overweight to securities rated BBB contributed to results as they outperformed higher quality investment-grade credit. Finally, from a sector allocation perspective, overweights to the outperforming Financials (specifically Banking, Finance and Insurance) and the Communication Services sectors were beneficial. An underweight to the underperforming transportation sector was also positive for results.
Q. What were the leading detractors from performance?
A.While the Fund outperformed its benchmark, the largest detractor from its relative results during the reporting period was its positioning in several sectors. More specifically, overweights to underperforming emerging market sovereigns and the Energy sector negatively impact returns.
An overweight to Argentina was a headwind for results largely due to the country’s external financing needs and heightened political uncertainty. In particular, an unexpectedly large margin of victory for the opposition party in Argentina’s presidential primaries caused debt domiciled in the country to decline considerably in August 2019. Given current valuations and International Monetary Fund (“IMF”)ix involvement, we are maintaining our positions.
Finally, an opportunistic allocation to high-yield corporate bonds was not rewarded, as they underperformed investment-grade corporate bonds during the reporting period.
Looking for additional information?
The Fund is traded under the symbol “IGI” and its closing market price is available in most newspapers under the NYSE listings. The daily NAV is availableon-line under the symbol “XIGIX” on most financial websites.Barron’sand theWall Street Journal’sMonday edition both carryclosed-end fund tables that provide additional information. In addition, the Fund issues a quarterly press release that can be found on most major financial websites as well as www.lmcef.com (click on the name of the Fund).
In a continuing effort to provide information concerning the Fund, shareholders may call1-888-777-0102 (toll free), Monday through Friday from 8:00 a.m. to 5:30 p.m. Eastern Time, for the Fund’s current NAV, market price and other information.
Thank you for your investment in Western Asset Investment Grade Defined Opportunity Trust Inc. As always, we appreciate that you have chosen us to manage your assets and we remain focused on achieving the Fund’s investment goals.
Sincerely,
Western Asset Management Company, LLC
December 20, 2019
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4 | | Western Asset Investment Grade Defined Opportunity Trust Inc. 2019 Annual Report |
RISKS: The Fund is anon-diversified, limited term,closed-end management investment company designed primarily as a long-term investment and not as a trading vehicle. The Fund is not intended to be a complete investment program and, due to the uncertainty inherent in all investments, there can be no assurance that the Fund will achieve its investment objectives. The Fund’s common stock is traded on the New York Stock Exchange. Similar to stocks, the Fund’s share price will fluctuate with market conditions and, at the time of sale, may be worth more or less than the original investment. Shares ofclosed-end funds often trade at a discount to their net asset value. Because the Fund isnon-diversified, it may be more susceptible to economic, political or regulatory events than a diversified fund. The Fund’s investments are subject to a number of risks, including credit risk, inflation risk and interest rate risk. As interest rates rise, bond prices fall, reducing the value of the Fund’s holdings. The Fund may invest in lower-rated high-yield bonds or “junk bonds”, which are subject to greater liquidity and credit risk (risk of default) than higher- rated obligations. The Fund may use derivatives, such as options and futures, which can be illiquid, may disproportionately increase losses and have a potentially large impact on Fund performance. The Fund may invest in securities or engage in transactions that have the economic effects of leverage which can increase the risk and volatility of the Fund.
Portfolio holdings and breakdowns are as of November 30, 2019 and are subject to change and may not be representative of the portfolio managers’ current or future investments. Please refer to pages 8 through 24 for a list and percentage breakdown of the Fund’s holdings.
The mention of sector breakdowns is for informational purposes only and should not be construed as a recommendation to purchase or sell any securities. The information provided regarding such sectors is not a sufficient basis upon which to make an investment decision. Investors seeking financial advice regarding the appropriateness of investing in any securities or investment strategies discussed should consult their financial professional. The Fund’s top five sector holdings (as a percentage of net assets) as of November 30, 2019 were: Financials (32.0%), Energy (14.1%), Health Care (12.9%), Communication Services (10.8%) and Industrials (7.4%). The Fund’s portfolio composition is subject to change at any time.
All investments are subject to risk including the possible loss of principal. Past performance is no guarantee of future results. All index performance reflects no deduction for fees, expenses or taxes. Please note that an investor cannot invest directly in an index.
The information provided is not intended to be a forecast of future events, a guarantee of future results or investment advice. Views expressed may differ from those of the firm as a whole.
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Western Asset Investment Grade Defined Opportunity Trust Inc. 2019 Annual Report | | 5 |
Fund overview (cont’d)
i | Duration is the measure of the price sensitivity of a fixed income security to an interest rate change of 100 basis points. Calculation is based on the weighted average of the present values for all cash flows. |
ii | The Federal Reserve Board (the “Fed”) is responsible for the formulation of U.S. policies designed to promote economic growth, full employment, stable prices, and a sustainable pattern of international trade and payments. |
iii | The Bloomberg Barclays U.S. Aggregate Index is a broad-based bond index comprised of government, corporate, mortgage- and asset-backed issues, rated investment grade or higher, and having at least one year to maturity. |
iv | The Bloomberg Barclays U.S. Credit Index is an index composed of corporate andnon-corporate debt issues that are investment grade (rated Baa3/BBB or higher). |
v | The Bloomberg Barclays U.S. Corporate High Yield — 2% Issuer Cap Index is an index of the 2% Issuer Cap component of the Bloomberg Barclays U.S. Corporate High Yield Index, which covers the U.S. dollar-denominated,non-investment grade, fixed-rate, taxable corporate bond market. |
vi | The yield curve is the graphical depiction of the relationship between the yield on bonds of the same credit quality but different maturities. |
vii | Net asset value (“NAV”) is calculated by subtracting total liabilities, including liabilities associated with financial leverage (if any), from the closing value of all securities held by the Fund (plus all other assets) and dividing the result (total net assets) by the total number of the common shares outstanding. The NAV fluctuates with changes in the market prices of securities in which the Fund has invested. However, the price at which an investor may buy or sell shares of the Fund is the Fund’s market price as determined by supply of and demand for the Fund’s shares. |
viii | Lipper, Inc., a wholly-owned subsidiary of Reuters, provides independent insight on global collective investments. Returns are based on the twelve-month period ended November 30, 2019, including the reinvestment of all distributions, including returns of capital, if any, calculated among the 6 funds in the Fund’s Lipper category. |
ix | The International Monetary Fund (“IMF”) is an organization of 189 countries, working to foster global monetary cooperation, secure financial stability, facilitate international trade, promote high employment and sustainable economic growth, and reduce poverty around the world. |
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6 | | Western Asset Investment Grade Defined Opportunity Trust Inc. 2019 Annual Report |
Fund at a glance†(unaudited)
Investment breakdown(%) as a percent of total investments
![LOGO](https://capedge.com/proxy/N-CSR/0001193125-20-019370/g841399g91z83.jpg)
† | The bar graph above represents the composition of the Fund’s investments as of November 30, 2019 and November 30, 2018 and does not include derivatives, such as futures contracts, forward foreign currency contracts and swap contracts. The Fund is actively managed. As a result, the composition of the Fund’s investments is subject to change at any time. |
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Western Asset Investment Grade Defined Opportunity Trust Inc. 2019 Annual Report | | 7 |
Schedule of investments
November 30, 2019
Western Asset Investment Grade Defined Opportunity Trust Inc.
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Security | | Rate | | | Maturity Date | | | Face Amount† | | | Value | |
Corporate Bonds & Notes — 95.4% | | | | | | | | | | | | | | | | |
Communication Services — 10.8% | | | | | | | | | | | | | | | | |
Diversified Telecommunication Services — 4.3% | | | | | | | | | | | | | | | | |
AT&T Inc., Senior Notes | | | 4.500 | % | | | 5/15/35 | | | | 370,000 | | | $ | 410,564 | |
AT&T Inc., Senior Notes | | | 4.900 | % | | | 6/15/42 | | | | 250,000 | | | | 282,340 | |
AT&T Inc., Senior Notes | | | 4.800 | % | | | 6/15/44 | | | | 290,000 | | | | 328,089 | |
AT&T Inc., Senior Notes | | | 4.500 | % | | | 3/9/48 | | | | 422,000 | | | | 460,318 | |
AT&T Inc., Senior Notes (3 mo. USD LIBOR + 1.180%) | | | 3.312 | % | | | 6/12/24 | | | | 760,000 | | | | 773,364 | (a) |
British Telecommunications PLC, Senior Notes | | | 9.625 | % | | | 12/15/30 | | | | 1,550,000 | | | | 2,371,241 | |
British Telecommunications PLC, Senior Notes | | | 4.250 | % | | | 11/8/49 | | | | 200,000 | | | | 202,687 | (b) |
Corning Inc., Senior Notes | | | 3.900 | % | | | 11/15/49 | | | | 210,000 | | | | 214,912 | |
Telefonica Emisiones SA, Senior Notes | | | 7.045 | % | | | 6/20/36 | | | | 140,000 | | | | 196,621 | |
Verizon Communications Inc., Senior Notes | | | 5.150 | % | | | 9/15/23 | | | | 2,460,000 | | | | 2,738,518 | |
Verizon Communications Inc., Senior Notes | | | 4.329 | % | | | 9/21/28 | | | | 218,000 | | | | 247,451 | |
Verizon Communications Inc., Senior Notes | | | 5.500 | % | | | 3/16/47 | | | | 1,130,000 | | | | 1,538,027 | |
Total Diversified Telecommunication Services | | | | | | | | | | | | | | | 9,764,132 | |
Media — 5.5% | | | | | | | | | | | | | | | | |
Charter Communications Operating LLC/Charter Communications Operating Capital Corp., Senior Secured Notes | | | 6.384 | % | | | 10/23/35 | | | | 180,000 | | | | 224,892 | |
Charter Communications Operating LLC/Charter Communications Operating Capital Corp., Senior Secured Notes | | | 6.484 | % | | | 10/23/45 | | | | 420,000 | | | | 521,400 | |
Charter Communications Operating LLC/Charter Communications Operating Capital Corp., Senior Secured Notes | | | 5.375 | % | | | 5/1/47 | | | | 560,000 | | | | 624,728 | |
Comcast Corp., Senior Notes | | | 6.400 | % | | | 5/15/38 | | | | 2,500,000 | | | | 3,578,198 | |
Fox Corp., Senior Notes | | | 5.476 | % | | | 1/25/39 | | | | 810,000 | | | | 998,150 | (b) |
Time Warner Cable LLC, Senior Secured Notes | | | 6.550 | % | | | 5/1/37 | | | | 370,000 | | | | 452,735 | |
Time Warner Cable LLC, Senior Secured Notes | | | 7.300 | % | | | 7/1/38 | | | | 330,000 | | | | 423,768 | |
Time Warner Cable LLC, Senior Secured Notes | | | 6.750 | % | | | 6/15/39 | | | | 20,000 | | | | 25,210 | |
Time Warner Cable LLC, Senior Secured Notes | | | 5.500 | % | | | 9/1/41 | | | | 200,000 | | | | 222,894 | |
Time Warner Entertainment Co. LP, Senior Secured Notes | | | 8.375 | % | | | 3/15/23 | | | | 1,170,000 | | | | 1,388,514 | |
Time Warner Entertainment Co. LP, Senior | | | | | | | | | | | | | | | | |
Secured Notes | | | 8.375 | % | | | 7/15/33 | | | | 370,000 | | | | 518,139 | |
Viacom Inc., Senior Notes | | | 5.250 | % | | | 4/1/44 | | | | 80,000 | | | | 91,724 | |
Walt Disney Co., Senior Notes | | | 6.650 | % | | | 11/15/37 | | | | 2,400,000 | | | | 3,566,463 | |
Total Media | | | | | | | | | | | | | | | 12,636,815 | |
See Notes to Financial Statements.
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8 | | Western Asset Investment Grade Defined Opportunity Trust Inc. 2019 Annual Report |
Western Asset Investment Grade Defined Opportunity Trust Inc.
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Security | | Rate | | | Maturity Date | | | Face Amount† | | | Value | |
Wireless Telecommunication Services — 1.0% | | | | | | | | | | | | | | | | |
Sprint Corp., Senior Notes | | | 7.250 | % | | | 9/15/21 | | | | 1,170,000 | | | $ | 1,243,417 | |
Sprint Corp., Senior Notes | | | 7.875 | % | | | 9/15/23 | | | | 120,000 | | | | 132,225 | |
Telefonica Europe BV, Senior Notes | | | 8.250 | % | | | 9/15/30 | | | | 390,000 | | | | 565,632 | |
Vodafone Group PLC, Senior Notes | | | 5.250 | % | | | 5/30/48 | | | | 320,000 | | | | 382,970 | |
Vodafone Group PLC, Senior Notes | | | 4.250 | % | | | 9/17/50 | | | | 20,000 | | | | 20,846 | |
Total Wireless Telecommunication Services | | | | | | | | | | | | | | | 2,345,090 | |
Total Communication Services | | | | | | | | | | | | | | | 24,746,037 | |
Consumer Discretionary — 3.4% | | | | | | | | | | | | | | | | |
Automobiles — 0.9% | | | | | | | | | | | | | | | | |
Ford Motor Co., Senior Notes | | | 9.215 | % | | | 9/15/21 | | | | 640,000 | | | | 705,000 | |
Ford Motor Credit Co. LLC, Senior Notes | | | 5.113 | % | | | 5/3/29 | | | | 420,000 | | | | 425,427 | |
General Motors Co., Senior Notes | | | 6.600 | % | | | 4/1/36 | | | | 290,000 | | | | 337,626 | |
General Motors Co., Senior Notes | | | 6.750 | % | | | 4/1/46 | | | | 580,000 | | | | 675,814 | |
Total Automobiles | | | | | | | | | | | | | | | 2,143,867 | |
Hotels, Restaurants & Leisure — 1.3% | | | | | | | | | | | | | | | | |
Marriott International Inc., Senior Notes | | | 3.600 | % | | | 4/15/24 | | | | 320,000 | | | | 336,247 | |
McDonald’s Corp., Senior Notes | | | 4.700 | % | | | 12/9/35 | | | | 260,000 | | | | 311,416 | |
McDonald’s Corp., Senior Notes | | | 4.875 | % | | | 12/9/45 | | | | 370,000 | | | | 454,730 | |
Melco Resorts Finance Ltd., Senior Notes | | | 5.375 | % | | | 12/4/29 | | | | 590,000 | | | | 604,060 | (b)(c) |
MGM China Holdings Ltd., Senior Notes | | | 5.875 | % | | | 5/15/26 | | | | 200,000 | | | | 212,875 | (b) |
Sands China Ltd., Senior Notes | | | 5.125 | % | | | 8/8/25 | | | | 690,000 | | | | 759,887 | |
Sands China Ltd., Senior Notes | | | 5.400 | % | | | 8/8/28 | | | | 200,000 | | | | 227,832 | |
Total Hotels, Restaurants & Leisure | | | | | | | | | | | | | | | 2,907,047 | |
Household Durables — 0.3% | | | | | | | | | | | | | | | | |
Lennar Corp., Senior Notes | | | 5.000 | % | | | 6/15/27 | | | | 390,000 | | | | 422,798 | |
MDC Holdings Inc., Senior Notes | | | 6.000 | % | | | 1/15/43 | | | | 250,000 | | | | 254,900 | |
Total Household Durables | | | | | | | | | | | | | | | 677,698 | |
Internet & Direct Marketing Retail — 0.2% | | | | | | | | | | | | | | | | |
Amazon.com Inc., Senior Notes | | | 3.875 | % | | | 8/22/37 | | | | 410,000 | | | | 467,740 | |
Specialty Retail — 0.7% | | | | | | | | | | | | | | | | |
Home Depot Inc., Senior Notes | | | 3.900 | % | | | 12/6/28 | | | | 930,000 | | | | 1,049,156 | |
Target Corp., Senior Notes | | | 3.375 | % | | | 4/15/29 | | | | 540,000 | | | | 586,184 | |
Total Specialty Retail | | | | | | | | | | | | | | | 1,635,340 | |
Total Consumer Discretionary | | | | | | | | | | | | | | | 7,831,692 | |
See Notes to Financial Statements.
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Western Asset Investment Grade Defined Opportunity Trust Inc. 2019 Annual Report | | 9 |
Schedule of investments(cont’d)
November 30, 2019
Western Asset Investment Grade Defined Opportunity Trust Inc.
| | | | | | | | | | | | | | | | |
Security | | Rate | | | Maturity Date | | | Face Amount† | | | Value | |
Consumer Staples — 3.9% | | | | | | | | | | | | | | | | |
Beverages — 0.9% | | | | | | | | | | | | | | | | |
Anheuser-Busch InBev Worldwide Inc., Senior Notes | | | 4.600 | % | | | 4/15/48 | | | | 1,730,000 | | | $ | 2,010,568 | |
Constellation Brands Inc., Senior Notes | | | 4.250 | % | | | 5/1/23 | | | | 100,000 | | | | 106,641 | |
Total Beverages | | | | | | | | | | | | | | | 2,117,209 | |
Food & Staples Retailing — 0.2% | | | | | | | | | | | | | | | | |
Kroger Co., Senior Notes | | | 4.650 | % | | | 1/15/48 | | | | 50,000 | | | | 54,915 | |
Walmart Inc., Senior Notes | | | 4.050 | % | | | 6/29/48 | | | | 360,000 | | | | 431,645 | |
Total Food & Staples Retailing | | | | | | | | | | | | | | | 486,560 | |
Food Products — 0.3% | | | | | | | | | | | | | | | | |
Kraft Heinz Foods Co., Senior Notes | | | 5.000 | % | | | 6/4/42 | | | | 160,000 | | | | 170,317 | |
Mars Inc., Senior Notes | | | 2.700 | % | | | 4/1/25 | | | | 220,000 | | | | 225,997 | (b) |
Mars Inc., Senior Notes | | | 3.200 | % | | | 4/1/30 | | | | 220,000 | | | | 236,125 | (b) |
Total Food Products | | | | | | | | | | | | | | | 632,439 | |
Household Products — 0.2% | | | | | | | | | | | | | | | | |
Estee Lauder Cos. Inc., Senior Notes | | | 2.000 | % | | | 12/1/24 | | | | 180,000 | | | | 180,236 | |
Estee Lauder Cos. Inc., Senior Notes | | | 2.375 | % | | | 12/1/29 | | | | 50,000 | | | | 49,981 | |
Estee Lauder Cos. Inc., Senior Notes | | | 3.125 | % | | | 12/1/49 | | | | 110,000 | | | | 111,666 | |
Total Household Products | | | | | | | | | | | | | | | 341,883 | |
Tobacco — 2.3% | | | | | | | | | | | | | | | | |
Altria Group Inc., Senior Notes | | | 3.800 | % | | | 2/14/24 | | | | 290,000 | | | | 304,964 | |
Altria Group Inc., Senior Notes | | | 4.400 | % | | | 2/14/26 | | | | 500,000 | | | | 541,130 | |
Altria Group Inc., Senior Notes | | | 4.800 | % | | | 2/14/29 | | | | 1,360,000 | | | | 1,504,794 | |
Altria Group Inc., Senior Notes | | | 3.875 | % | | | 9/16/46 | | | | 80,000 | | | | 76,107 | |
Philip Morris International Inc., Senior Notes | | | 2.875 | % | | | 5/1/24 | | | | 1,550,000 | | | | 1,594,925 | |
Reynolds American Inc., Senior Notes | | | 8.125 | % | | | 5/1/40 | | | | 470,000 | | | | 637,490 | |
Reynolds American Inc., Senior Notes | | | 7.000 | % | | | 8/4/41 | | | | 510,000 | | | | 625,053 | |
Total Tobacco | | | | | | | | | | | | | | | 5,284,463 | |
Total Consumer Staples | | | | | | | | | | | | | | | 8,862,554 | |
Energy — 14.1% | | | | | | | | | | | | | | | | |
Energy Equipment & Services — 0.4% | | | | | | | | | | | | | | | | |
Halliburton Co., Senior Notes | | | 5.000 | % | | | 11/15/45 | | | | 930,000 | | | | 1,039,843 | |
Oil, Gas & Consumable Fuels — 13.7% | | | | | | | | | | | | | | | | |
Apache Corp., Senior Notes | | | 6.000 | % | | | 1/15/37 | | | | 84,000 | | | | 93,480 | |
Apache Corp., Senior Notes | | | 5.100 | % | | | 9/1/40 | | | | 280,000 | | | | 273,634 | |
Apache Corp., Senior Notes | | | 5.250 | % | | | 2/1/42 | | | | 160,000 | | | | 159,311 | |
Apache Corp., Senior Notes | | | 4.750 | % | | | 4/15/43 | | | | 670,000 | | | | 624,135 | |
Cimarex Energy Co., Senior Notes | | | 4.375 | % | | | 6/1/24 | | | | 960,000 | | | | 1,006,750 | |
Cimarex Energy Co., Senior Notes | | | 3.900 | % | | | 5/15/27 | | | | 250,000 | | | | 255,003 | |
| | | | | | | | | |
See Notes to Financial Statements.
| | |
10 | | Western Asset Investment Grade Defined Opportunity Trust Inc. 2019 Annual Report |
Western Asset Investment Grade Defined Opportunity Trust Inc.
| | | | | | | | | | | | | | | | |
Security | | Rate | | | Maturity Date | | | Face Amount† | | | Value | |
Oil, Gas & Consumable Fuels — continued | | | | | | | | | | | | | | | | |
Concho Resources Inc., Senior Notes | | | 3.750 | % | | | 10/1/27 | | | | 110,000 | | | $ | 113,981 | |
Concho Resources Inc., Senior Notes | | | 4.300 | % | | | 8/15/28 | | | | 280,000 | | | | 300,763 | |
ConocoPhillips, Senior Notes | | | 6.500 | % | | | 2/1/39 | | | | 1,500,000 | | | | 2,184,512 | |
Continental Resources Inc., Senior Notes | | | 4.500 | % | | | 4/15/23 | | | | 880,000 | | | | 917,914 | |
Continental Resources Inc., Senior Notes | | | 4.375 | % | | | 1/15/28 | | | | 430,000 | | | | 445,048 | |
Devon Energy Corp., Senior Notes | | | 5.850 | % | | | 12/15/25 | | | | 560,000 | | | | 663,975 | |
Devon Energy Corp., Senior Notes | | | 5.600 | % | | | 7/15/41 | | | | 20,000 | | | | 24,353 | |
Devon Energy Corp., Senior Notes | | | 5.000 | % | | | 6/15/45 | | | | 210,000 | | | | 245,680 | |
Ecopetrol SA, Senior Notes | | | 5.875 | % | | | 5/28/45 | | | | 404,000 | | | | 463,968 | |
Energy Transfer Operating LP, Senior Notes | | | 7.500 | % | | | 10/15/20 | | | | 420,000 | | | | 438,517 | |
Energy Transfer Operating LP, Senior Notes | | | 4.200 | % | | | 9/15/23 | | | | 510,000 | | | | 533,683 | |
Energy Transfer Operating LP, Senior Notes | | | 5.250 | % | | | 4/15/29 | | | | 20,000 | | | | 22,091 | |
Energy Transfer Operating LP, Senior Notes | | | 6.625 | % | | | 10/15/36 | | | | 20,000 | | | | 23,667 | |
Energy Transfer Operating LP, Senior Notes | | | 5.800 | % | | | 6/15/38 | | | | 60,000 | | | | 67,831 | |
Enterprise Products Operating LLC, Senior Notes | | | 4.250 | % | | | 2/15/48 | | | | 400,000 | | | | 428,496 | |
Enterprise Products Operating LLC, Senior Notes (5.375% to 2/15/28 then 3 mo. USD LIBOR + 2.570%) | | | 5.375 | % | | | 2/15/78 | | | | 570,000 | | | | 560,891 | (a) |
Exxon Mobil Corp., Senior Notes | | | 2.440 | % | | | 8/16/29 | | | | 110,000 | | | | 110,660 | |
Exxon Mobil Corp., Senior Notes | | | 2.995 | % | | | 8/16/39 | | | | 190,000 | | | | 192,617 | |
Kinder Morgan Inc., Senior Notes | | | 7.800 | % | | | 8/1/31 | | | | 900,000 | | | | 1,226,328 | |
MEG Energy Corp., Senior Notes | | | 6.375 | % | | | 1/30/23 | | | | 280,000 | | | | 275,097 | (b) |
MEG Energy Corp., Senior Notes | | | 7.000 | % | | | 3/31/24 | | | | 620,000 | | | | 609,538 | (b) |
MPLX LP, Senior Notes | | | 5.250 | % | | | 1/15/25 | | | | 500,000 | | | | 525,066 | (b) |
MPLX LP, Senior Notes | | | 4.500 | % | | | 4/15/38 | | | | 600,000 | | | | 599,783 | |
NGPL PipeCo LLC, Senior Notes | | | 4.875 | % | | | 8/15/27 | | | | 60,000 | | | | 63,682 | (b) |
Noble Energy Inc., Senior Notes | | | 6.000 | % | | | 3/1/41 | | | | 660,000 | | | | 781,034 | |
Noble Energy Inc., Senior Notes | | | 5.250 | % | | | 11/15/43 | | | | 240,000 | | | | 260,647 | |
Occidental Petroleum Corp., Senior Notes | | | 4.850 | % | | | 3/15/21 | | | | 598,000 | | | | 616,594 | |
Occidental Petroleum Corp., Senior Notes | | | 6.950 | % | | | 7/1/24 | | | | 1,320,000 | | | | 1,541,801 | |
Occidental Petroleum Corp., Senior Notes | | | 5.550 | % | | | 3/15/26 | | | | 750,000 | | | | 850,703 | |
Occidental Petroleum Corp., Senior Notes | | | 3.200 | % | | | 8/15/26 | | | | 250,000 | | | | 251,685 | |
Occidental Petroleum Corp., Senior Notes | | | 3.500 | % | | | 8/15/29 | | | | 250,000 | | | | 252,654 | |
Occidental Petroleum Corp., Senior Notes | | | 7.875 | % | | | 9/15/31 | | | | 710,000 | | | | 946,390 | |
Occidental Petroleum Corp., Senior Notes | | | 4.400 | % | | | 4/15/46 | | | | 30,000 | | | | 29,813 | |
Petrobras Global Finance BV, Senior Notes | | | 7.375 | % | | | 1/17/27 | | | | 530,000 | | | | 637,447 | |
Petroleos Mexicanos, Senior Notes | | | 6.875 | % | | | 8/4/26 | | | | 730,000 | | | | 790,479 | |
Petroleos Mexicanos, Senior Notes | | | 6.625 | % | | | 6/15/35 | | | | 460,000 | | | | 462,730 | |
Southern Natural Gas Co. LLC, Senior Notes | | | 8.000 | % | | | 3/1/32 | | | | 1,500,000 | | | | 2,165,292 | |
| | | | | | | | | |
See Notes to Financial Statements.
| | |
Western Asset Investment Grade Defined Opportunity Trust Inc. 2019 Annual Report | | 11 |
Schedule of investments(cont’d)
November 30, 2019
Western Asset Investment Grade Defined Opportunity Trust Inc.
| | | | | | | | | | | | | | | | |
Security | | Rate | | | Maturity Date | | | Face Amount† | | | Value | |
Oil, Gas & Consumable Fuels — continued | | | | | | | | | | | | | | | | |
Sunoco Logistics Partners Operations LP, Senior Notes | | | 3.900 | % | | | 7/15/26 | | | | 630,000 | | | $ | 647,174 | |
Transcontinental Gas Pipe Line Co. LLC, Senior Notes | | | 7.850 | % | | | 2/1/26 | | | | 760,000 | | | | 964,964 | |
Transcontinental Gas Pipe Line Co. LLC, Senior Notes | | | 7.250 | % | | | 12/1/26 | | | | 180,000 | | | | 223,172 | |
Transcontinental Gas Pipe Line Co. LLC, Senior Notes | | | 5.400 | % | | | 8/15/41 | | | | 10,000 | | | | 11,772 | |
Transcontinental Gas Pipe Line Co. LLC, Senior Notes | | | 4.450 | % | | | 8/1/42 | | | | 860,000 | | | | 897,671 | |
Western Midstream Operating LP, Senior Notes | | | 4.650 | % | | | 7/1/26 | | | | 1,560,000 | | | | 1,556,948 | |
Western Midstream Operating LP, Senior Notes | | | 4.750 | % | | | 8/15/28 | | | | 890,000 | | | | 863,684 | |
Western Midstream Operating LP, Senior Notes | | | 5.450 | % | | | 4/1/44 | | | | 120,000 | | | | 101,681 | |
Williams Cos. Inc., Senior Notes | | | 5.250 | % | | | 3/15/20 | | | | 460,000 | | | | 464,017 | |
Williams Cos. Inc., Senior Notes | | | 7.875 | % | | | 9/1/21 | | | | 952,000 | | | | 1,040,514 | |
Williams Cos. Inc., Senior Notes | | | 4.550 | % | | | 6/24/24 | | | | 1,130,000 | | | | 1,210,369 | |
Williams Cos. Inc., Senior Notes | | | 7.750 | % | | | 6/15/31 | | | | 62,000 | | | | 80,982 | |
Williams Cos. Inc., Senior Notes | | | 8.750 | % | | | 3/15/32 | | | | 148,000 | | | | 206,799 | |
Total Oil, Gas & Consumable Fuels | | | | | | | | | | | | | | | 31,307,470 | |
Total Energy | | | | | | | | 32,347,313 | |
Financials — 30.9% | | | | | | | | | | | | | | | | |
Banks — 18.4% | | | | | | | | | | | | | | | | |
Banco Mercantil del Norte SA, Junior Subordinated Notes (7.500% to 6/27/29 then 10 year Treasury Constant Maturity Rate + 5.470%) | | | 7.500 | % | | | 6/27/29 | | | | 200,000 | | | | 210,500 | (a)(b)(d) |
Banco Mercantil del Norte SA, Junior Subordinated Notes (7.625% to 1/6/28 then 10 year Treasury Constant Maturity Rate + 5.353%) | | | 7.625 | % | | | 1/10/28 | | | | 400,000 | | | | 422,040 | (a)(b)(d) |
Bank of America Corp., Junior Subordinated Notes (6.100% to 3/17/25 then 3 mo. USD LIBOR + 3.898%) | | | 6.100 | % | | | 3/17/25 | | | | 590,000 | | | | 657,428 | (a)(d) |
Bank of America Corp., Junior Subordinated Notes (6.250% to 9/5/24 then 3 mo. USD LIBOR + 3.705%) | | | 6.250 | % | | | 9/5/24 | | | | 880,000 | | | | 981,671 | (a)(d) |
Bank of America Corp., Junior Subordinated Notes (6.500% to 10/23/24 then 3 mo. USD LIBOR + 4.174%) | | | 6.500 | % | | | 10/23/24 | | | | 400,000 | | | | 453,286 | (a)(d) |
Bank of America Corp., Senior Notes | | | 5.875 | % | | | 2/7/42 | | | | 1,340,000 | | | | 1,894,624 | |
Bank of America Corp., Senior Notes (3.458% to 3/15/24 then 3 mo. USD LIBOR + 0.970%) | | | 3.458 | % | | | 3/15/25 | | | | 110,000 | | | | 114,803 | (a) |
See Notes to Financial Statements.
| | |
12 | | Western Asset Investment Grade Defined Opportunity Trust Inc. 2019 Annual Report |
Western Asset Investment Grade Defined Opportunity Trust Inc.
| | | | | | | | | | | | | | | | |
Security | | Rate | | | Maturity Date | | | Face Amount† | | | Value | |
Banks — continued | | | | | | | | | | | | | | | | |
Bank of America Corp., Senior Notes (4.271% to 7/23/28 then 3 mo. USD LIBOR + 1.310%) | | | 4.271 | % | | | 7/23/29 | | | | 690,000 | | | $ | 768,409 | (a) |
Bank of America Corp., Subordinated Notes | | | 7.750 | % | | | 5/14/38 | | | | 670,000 | | | | 1,045,295 | |
Barclays Bank PLC, Subordinated Notes | | | 7.625 | % | | | 11/21/22 | | | | 430,000 | | | | 482,552 | |
Barclays PLC, Junior Subordinated Notes (7.750% to 9/15/23 then USD 5 year ICE Swap Rate + 4.842%) | | | 7.750 | % | | | 9/15/23 | | | | 320,000 | | | | 345,829 | (a)(d) |
Barclays PLC, Subordinated Notes (5.088% to 6/20/29 then 3 mo. USD LIBOR + 3.054%) | | | 5.088 | % | | | 6/20/30 | | | | 500,000 | | | | 545,973 | (a) |
BNP Paribas SA, Junior Subordinated Notes (7.375% to 8/19/25 then USD 5 year ICE Swap Rate + 5.150%) | | | 7.375 | % | | | 8/19/25 | | | | 1,520,000 | | | | 1,737,900 | (a)(b)(d) |
BNP Paribas SA, Junior Subordinated Notes (7.625% to 3/30/21 then USD 5 year ICE Swap Rate + 6.314%) | | | 7.625 | % | | | 3/30/21 | | | | 240,000 | | | | 253,284 | (a)(b)(d) |
Citigroup Inc., Junior Subordinated Bonds (6.250% to 8/15/26 then 3 mo. USD LIBOR + 4.517%) | | | 6.250 | % | | | 8/15/26 | | | | 1,100,000 | | | | 1,249,440 | (a)(d) |
Citigroup Inc., Junior Subordinated Notes (6.300% to 5/15/24 then 3 mo. USD LIBOR + 3.423%) | | | 6.300 | % | | | 5/15/24 | | | | 1,350,000 | | | | 1,452,215 | (a)(d) |
Citigroup Inc., Senior Notes | | | 8.125 | % | | | 7/15/39 | | | | 752,000 | | | | 1,247,304 | |
Citigroup Inc., Senior Notes | | | 4.650 | % | | | 7/23/48 | | | | 420,000 | | | | 522,206 | |
Citigroup Inc., Subordinated Notes | | | 4.600 | % | | | 3/9/26 | | | | 490,000 | | | | 539,723 | |
Citigroup Inc., Subordinated Notes | | | 4.125 | % | | | 7/25/28 | | | | 2,290,000 | | | | 2,491,089 | |
Citigroup Inc., Subordinated Notes | | | 6.675 | % | | | 9/13/43 | | | | 630,000 | | | | 918,941 | |
Cooperatieve Rabobank UA, Senior Notes | | | 5.750 | % | | | 12/1/43 | | | | 250,000 | | | | 334,012 | |
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 | | | | 1,370,000 | | | | 1,656,844 | (a)(b)(d) |
Danske Bank A/S, Senior Notes | | | 5.000 | % | | | 1/12/22 | | | | 740,000 | | | | 777,138 | (b) |
Danske Bank A/S, Senior Notes | | | 5.375 | % | | | 1/12/24 | | | | 530,000 | | | | 582,383 | (b) |
Danske Bank A/S, Senior Notes (3.001% to 9/20/21 then 3 mo. USD LIBOR + 1.249%) | | | 3.001 | % | | | 9/20/22 | | | | 200,000 | | | | 201,439 | (a)(b) |
Danske Bank A/S, Senior Notes (3.244% to 12/20/24 then 3 mo. USD LIBOR + 1.591%) | | | 3.244 | % | | | 12/20/25 | | | | 200,000 | | | | 201,817 | (a)(b) |
HSBC Holdings PLC, Junior Subordinated Notes (6.375% to 9/17/24 then USD 5 year ICE Swap Rate + 3.705%) | | | 6.375 | % | | | 9/17/24 | | | | 800,000 | | | | 851,572 | (a)(d) |
See Notes to Financial Statements.
| | |
Western Asset Investment Grade Defined Opportunity Trust Inc. 2019 Annual Report | | 13 |
Schedule of investments(cont’d)
November 30, 2019
Western Asset Investment Grade Defined Opportunity Trust Inc.
| | | | | | | | | | | | | | | | |
Security | | Rate | | | Maturity Date | | | Face Amount† | | | Value | |
Banks — continued | | | | | | | | | | | | | | | | |
HSBC Holdings PLC, Junior Subordinated Notes (6.500% to 3/23/28 then USD 5 year ICE Swap Rate + 3.606%) | | | 6.500 | % | | | 3/23/28 | | | | 460,000 | | | $ | 499,054 | (a)(d) |
HSBC Holdings PLC, Senior Notes (2.633% to 11/7/24 then 3 mo. USD LIBOR + 1.140%) | | | 2.633 | % | | | 11/7/25 | | | | 480,000 | | | | 478,758 | (a) |
Intesa Sanpaolo SpA, Senior Notes | | | 4.700 | % | | | 9/23/49 | | | | 200,000 | | | | 205,745 | (b) |
Intesa Sanpaolo SpA, Subordinated Notes | | | 5.710 | % | | | 1/15/26 | | | | 1,470,000 | | | | 1,570,095 | (b) |
JPMorgan Chase & Co., Junior Subordinated Notes (6.000% to 8/1/23 then 3 mo. USD LIBOR + 3.300%) | | | 6.000 | % | | | 8/1/23 | | | | 700,000 | | | | 750,984 | (a)(d) |
JPMorgan Chase & Co., Senior Notes | | | 6.400 | % | | | 5/15/38 | | | | 1,500,000 | | | | 2,160,311 | |
JPMorgan Chase & Co., Senior Notes (2.739% to 10/15/29 then SOFR + 1.510%) | | | 2.739 | % | | | 10/15/30 | | | | 310,000 | | | | 309,682 | (a) |
JPMorgan Chase & Co., Subordinated Notes | | | 5.625 | % | | | 8/16/43 | | | | 760,000 | | | | 1,020,883 | |
Lloyds Banking Group PLC, Junior Subordinated Notes (6.750% to 6/27/26 then 5 year Treasury Constant Maturity Rate + 4.815%) | | | 6.750 | % | | | 6/27/26 | | | | 220,000 | | | | 237,875 | (a)(d) |
Lloyds Banking Group PLC, Junior Subordinated Notes (7.500% to 6/27/24 then USD 5 year ICE Swap Rate + 4.760%) | | | 7.500 | % | | | 6/27/24 | | | | 620,000 | | |
| 685,937
| (a)(d)
|
Lloyds Banking Group PLC, Junior Subordinated Notes (7.500% to 9/27/25 then USD 5 year ICE Swap Rate + 4.496%) | | | 7.500 | % | | | 9/27/25 | | | | 470,000 | | | | 523,277 | (a)(d) |
NatWest Markets NV, Subordinated Notes | | | 7.750 | % | | | 5/15/23 | | | | 820,000 | | | | 929,047 | |
PNC Bank NA, Subordinated Notes | | | 4.050 | % | | | 7/26/28 | | | | 650,000 | | | | 718,726 | |
Royal Bank of Scotland Group PLC, Junior Subordinated Notes (7.648% to 9/30/31 then 3 mo. USD LIBOR + 2.500%) | | | 7.648 | % | | | 9/30/31 | | | | 710,000 | | | | 1,018,033 | (a)(d) |
Royal Bank of Scotland Group PLC, Junior Subordinated Notes (8.625% to 8/15/21 then USD 5 year ICE Swap Rate + 7.598%) | | | 8.625 | % | | | 8/15/21 | | | | 950,000 | | | | 1,027,881 | (a)(d) |
Royal Bank of Scotland Group PLC, Subordinated Notes | | | 6.100 | % | | | 6/10/23 | | | | 840,000 | | | | 920,818 | |
Royal Bank of Scotland Group PLC, Subordinated Notes (3.754% to 11/1/24 then 5 year Treasury Constant Maturity Rate + 2.100%) | | | 3.754 | % | | | 11/1/29 | | | | 420,000 | | | | 424,018 | (a) |
U.S. Bancorp, Subordinated Notes | | | 3.000 | % | | | 7/30/29 | | | | 250,000 | | | | 258,648 | |
UniCredit SpA, Senior Notes | | | 6.572 | % | | | 1/14/22 | | | | 570,000 | | | | 611,242 | (b) |
UniCredit SpA, Subordinated Notes (7.296% to 4/2/29 then USD 5 year ICE Swap Rate + 4.914%) | | | 7.296 | % | | | 4/2/34 | | | | 1,610,000 | | | | 1,854,320 | (a)(b) |
See Notes to Financial Statements.
| | |
14 | | Western Asset Investment Grade Defined Opportunity Trust Inc. 2019 Annual Report |
Western Asset Investment Grade Defined Opportunity Trust Inc.
| | | | | | | | | | | | | | | | |
Security | | Rate | | | Maturity Date | | | Face Amount† | | | Value | |
Banks — continued | | | | | | | | | | | | | | | | |
Wachovia Capital Trust III Ltd., Junior Subordi-nated Bonds (the greater of 3 mo. USD LIBOR + 0.930% or 5.570%) | | | 5.570 | % | | | 12/30/19 | | | | 410,000 | | | $ | 416,257 | (a)(d) |
Wells Fargo & Co., Senior Notes (3.196% to 6/17/26 then 3 mo. USD LIBOR + 1.170%) | | | 3.196 | % | | | 6/17/27 | | | | 1,150,000 | | | | 1,188,053 | (a) |
Wells Fargo & Co., Subordinated Notes | | | 4.400 | % | | | 6/14/46 | | | | 420,000 | | | | 485,668 | |
Wells Fargo & Co., Subordinated Notes | | | 4.750 | % | | | 12/7/46 | | | | 530,000 | | | | 648,508 | |
Westpac Banking Corp., Subordinated Notes | | | 4.421 | % | | | 7/24/39 | | | | 170,000 | | | | 184,527 | |
Total Banks | | | | | | | | | | | | | | | 42,068,064 | |
Capital Markets — 5.4% | | | | | | | | | | | | | | | | |
Charles Schwab Corp., Senior Notes | | | 3.850 | % | | | 5/21/25 | | | | 230,000 | | | | 249,172 | |
CME Group Inc., Senior Notes | | | 5.300 | % | | | 9/15/43 | | | | 750,000 | | | | 1,021,239 | |
Credit Suisse USA Inc., Senior Notes | | | 7.125 | % | | | 7/15/32 | | | | 70,000 | | | | 102,166 | |
Goldman Sachs Group Inc., Senior Notes | | | 6.250 | % | | | 2/1/41 | | | | 2,550,000 | | | | 3,580,972 | |
Goldman Sachs Group Inc., Senior Notes (2.908% to 6/5/22 then 3 mo. USD LIBOR + 1.053%) | | | 2.908 | % | | | 6/5/23 | | | | 1,100,000 | | | | 1,116,788 | (a) |
Goldman Sachs Group Inc., Subordinated Notes | | | 5.150 | % | | | 5/22/45 | | | | 70,000 | | | | 86,225 | |
Intercontinental Exchange Inc., Senior Notes | | | 3.750 | % | | | 9/21/28 | | | | 720,000 | | | | 788,182 | |
KKR Group Finance Co. III LLC, Senior Notes | | | 5.125 | % | | | 6/1/44 | | | | 1,300,000 | | | | 1,550,011 | (b) |
KKR Group Finance Co. VI LLC, Senior Notes | | | 3.750 | % | | | 7/1/29 | | | | 110,000 | | | | 116,914 | (b) |
Morgan Stanley, Senior Notes | | | 5.500 | % | | | 1/26/20 | | | | 1,950,000 | | | | 1,959,975 | |
Morgan Stanley, Senior Notes | | | 6.375 | % | | | 7/24/42 | | | | 140,000 | | | | 207,935 | |
Raymond James Financial Inc., Senior Notes | | | 4.950 | % | | | 7/15/46 | | | | 150,000 | | | | 178,923 | |
UBS AG Stamford, CT, Subordinated Notes | | | 7.625 | % | | | 8/17/22 | | | | 330,000 | | | | 372,440 | |
UBS Group AG, Junior Subordinated Notes (7.000% to 1/31/24 then USD 5 year ICE Swap Rate + 4.344%) | | | 7.000 | % | | | 1/31/24 | | | | 920,000 | | | | 998,200 | (a)(b)(d) |
Total Capital Markets | | | | | | | | | | | | | | | 12,329,142 | |
Consumer Finance — 1.1% | | | | | | | | | | | | | | | | |
Navient Corp., Senior Notes | | | 7.250 | % | | | 1/25/22 | | | | 1,430,000 | | | | 1,555,125 | |
Navient Corp., Senior Notes | | | 6.125 | % | | | 3/25/24 | | | | 480,000 | | | | 513,595 | |
Synchrony Financial, Senior Notes | | | 2.850 | % | | | 7/25/22 | | | | 520,000 | | | | 525,233 | |
Total Consumer Finance | | | | | | | | | | | | | | | 2,593,953 | |
Diversified Financial Services — 0.9% | | | | | | | | | | | | | | | | |
Carlyle Finance LLC, Senior Notes | | | 5.650 | % | | | 9/15/48 | | | | 170,000 | | | | 202,819 | (b) |
Carlyle Finance Subsidiary LLC, Senior Notes | | | 3.500 | % | | | 9/19/29 | | | | 230,000 | | | | 228,533 | (b) |
Carlyle Holdings II Finance LLC, Senior Notes | | | 5.625 | % | | | 3/30/43 | | | | 360,000 | | | | 421,818 | (b) |
DAE Funding LLC, Senior Notes | | | 5.000 | % | | | 8/1/24 | | | | 240,000 | | | | 251,398 | (b) |
Global Aircraft Leasing Co. Ltd., Senior Notes (6.500% Cash or 7.250% PIK) | | | 6.500 | % | | | 9/15/24 | | | | 70,000 | | | | 71,771 | (b)(e) |
See Notes to Financial Statements.
| | |
Western Asset Investment Grade Defined Opportunity Trust Inc. 2019 Annual Report | | 15 |
Schedule of investments (cont’d)
November 30, 2019
Western Asset Investment Grade Defined Opportunity Trust Inc.
| | | | | | | | | | | | | | | | |
Security | | Rate | | | Maturity Date | | | Face Amount† | | | Value | |
Diversified Financial Services — continued | | | | | | | | | | | | | | | | |
ILFCE-Capital Trust I, Ltd. GTD ((Highest of 3 mo. | | | | | | | | | | | | | | | | |
USD LIBOR, 10 year Treasury Constant Maturity | | | | | | | | | | | | | | | | |
Rate or 30 year Treasury Constant Maturity Rate) + 1.550%) | | | 3.770 | % | | | 12/21/65 | | | | 800,000 | | | $ | 623,216 | (a)(b) |
International Lease Finance Corp., Senior Notes | | | 8.250 | % | | | 12/15/20 | | | | 330,000 | | | | 350,385 | |
Total Diversified Financial Services | | | | | | | | | | | | | | | 2,149,940 | |
Insurance — 4.3% | | | | | | | | | | | | | | | | |
American International Group Inc., Senior Notes | | | 6.400 | % | | | 12/15/20 | | | | 1,000,000 | | | | 1,044,202 | |
American International Group Inc., Senior Notes | | | 4.750 | % | | | 4/1/48 | | | | 80,000 | | | | 95,782 | |
Delphi Financial Group Inc., Senior Notes | | | 7.875 | % | | | 1/31/20 | | | | 290,000 | | | | 292,533 | |
Fidelity & Guaranty Life Holdings Inc., Senior Notes | | | 5.500 | % | | | 5/1/25 | | | | 360,000 | | | | 382,496 | (b) |
Liberty Mutual Insurance Co., Subordinated Notes | | | 7.875 | % | | | 10/15/26 | | | | 840,000 | | | | 1,067,423 | (b) |
Massachusetts Mutual Life Insurance Co., Subordinated Notes | | | 4.900 | % | | | 4/1/77 | | | | 420,000 | | | | 527,565 | (b) |
MetLife Inc., Junior Subordinated Notes (6.400% to 12/15/36 then 3 mo. USD LIBOR + 2.205%) | | | 6.400 | % | | | 12/15/66 | | | | 1,000,000 | | | | 1,226,395 | (a) |
Nationwide Financial Services Inc., Senior Notes | | | 3.900 | % | | | 11/30/49 | | | | 260,000 | | | | 266,784 | (b) |
Nationwide Mutual Insurance Co., Subordinated Notes | | | 9.375 | % | | | 8/15/39 | | | | 520,000 | | | | 899,633 | (b) |
New York Life Insurance Co., Subordinated Notes | | | 4.450 | % | | | 5/15/69 | | | | 140,000 | | | | 166,601 | (b) |
Northwestern Mutual Life Insurance Co., Subordinated Notes | | | 3.625 | % | | | 9/30/59 | | | | 180,000 | | | | 184,262 | (b) |
Teachers Insurance & Annuity Association of America, Subordinated Notes | | | 6.850 | % | | | 12/16/39 | | | | 1,050,000 | | | | 1,561,735 | (b) |
Teachers Insurance & Annuity Association of America, Subordinated Notes | | | 4.900 | % | | | 9/15/44 | | | | 660,000 | | | | 828,514 | (b) |
Travelers Cos. Inc., Senior Notes | | | 6.250 | % | | | 6/15/37 | | | | 400,000 | | | | 571,383 | |
Trinity Acquisition PLC, Senior Notes | | | 3.500 | % | | | 9/15/21 | | | | 626,000 | | | | 638,519 | |
Total Insurance | | | | | | | | | | | | | | | 9,753,827 | |
Investment Companies — 0.5% | | | | | | | | | | | | | | | | |
MDGH - GMTN BV, Senior Notes | | | 2.500 | % | | | 11/7/24 | | | | 500,000 | | | | 502,625 | (b) |
Owl Rock Capital Corp., Senior Notes | | | 4.000 | % | | | 3/30/25 | | | | 600,000 | | | | 595,082 | |
Total Investment Companies | | | | | | | | | | | | | | | 1,097,707 | |
Thrifts & Mortgage Finance — 0.3% | | | | | | | | | | | | | | | | |
Quicken Loans Inc., Senior Notes | | | 5.750 | % | | | 5/1/25 | | | | 770,000 | | | | 801,658 | (b) |
Total Financials | | | | | | | | | | | | | | | 70,794,291 | |
See Notes to Financial Statements.
| | |
16 | | Western Asset Investment Grade Defined Opportunity Trust Inc. 2019 Annual Report |
Western Asset Investment Grade Defined Opportunity Trust Inc.
| | | | | | | | | | | | | | | | |
Security | | Rate | | | Maturity Date | | | Face Amount† | | | Value | |
Health Care — 12.9% | | | | | | | | | | | | | | | | |
Biotechnology — 1.6% | | | | | | | | | | | | | | | | |
AbbVie Inc., Senior Notes | | | 2.950 | % | | | 11/21/26 | | | | 420,000 | | | $ | 424,595 | (b) |
AbbVie Inc., Senior Notes | | | 3.200 | % | | | 11/21/29 | | | | 1,110,000 | | | | 1,127,670 | (b) |
AbbVie Inc., Senior Notes | | | 4.050 | % | | | 11/21/39 | | | | 1,160,000 | | | | 1,213,335 | (b) |
Gilead Sciences Inc., Senior Notes | | | 5.650 | % | | | 12/1/41 | | | | 100,000 | | | | 131,866 | |
Gilead Sciences Inc., Senior Notes | | | 4.500 | % | | | 2/1/45 | | | | 500,000 | | | | 580,678 | |
Gilead Sciences Inc., Senior Notes | | | 4.750 | % | | | 3/1/46 | | | | 100,000 | | | | 120,887 | |
Total Biotechnology | | | | | | | | | | | | | | | 3,599,031 | |
Health Care Equipment & Supplies — 1.2% | | | | | | | | | | | | | | | | |
Abbott Laboratories, Senior Notes | | | 4.900 | % | | | 11/30/46 | | | | 200,000 | | | | 265,993 | |
Alcon Finance Corp., Senior Notes | | | 2.750 | % | | | 9/23/26 | | | | 230,000 | | | | 234,052 | (b) |
Alcon Finance Corp., Senior Notes | | | 3.000 | % | | | 9/23/29 | | | | 360,000 | | | | 365,945 | (b) |
Becton Dickinson and Co., Senior Notes | | | 4.685 | % | | | 12/15/44 | | | | 1,110,000 | | | | 1,311,852 | |
Becton Dickinson and Co., Senior Notes | | | 4.669 | % | | | 6/6/47 | | | | 450,000 | | | | 542,571 | |
Total Health Care Equipment & Supplies | | | | | | | | | | | | | | | 2,720,413 | |
Health Care Providers & Services — 7.4% | | | | | | | | | | | | | | | | |
Anthem Inc., Senior Notes | | | 4.375 | % | | | 12/1/47 | | | | 630,000 | | | | 691,681 | |
Centene Corp., Senior Notes | | | 4.750 | % | | | 1/15/25 | | | | 370,000 | | | | 385,307 | (b)(c) |
Centene Corp., Senior Notes | | | 4.250 | % | | | 12/15/27 | | | | 160,000 | | | | 165,000 | (b)(c) |
Centene Corp., Senior Notes | | | 4.625 | % | | | 12/15/29 | | | | 420,000 | | | | 441,525 | (b)(c) |
Cigna Corp., Senior Notes | | | 4.125 | % | | | 11/15/25 | | | | 540,000 | | | | 583,424 | |
Cigna Corp., Senior Notes | | | 4.800 | % | | | 8/15/38 | | | | 540,000 | | | | 626,745 | |
CommonSpirit Health, Secured Notes | | | 4.350 | % | | | 11/1/42 | | | | 60,000 | | | | 62,636 | |
CVS Health Corp., Senior Notes | | | 2.625 | % | | | 8/15/24 | | | | 690,000 | | | | 696,302 | |
CVS Health Corp., Senior Notes | | | 4.100 | % | | | 3/25/25 | | | | 1,460,000 | | | | 1,568,787 | |
CVS Health Corp., Senior Notes | | | 4.300 | % | | | 3/25/28 | | | | 1,610,000 | | | | 1,756,421 | |
CVS Health Corp., Senior Notes | | | 4.780 | % | | | 3/25/38 | | | | 2,060,000 | | | | 2,343,674 | |
CVS Health Corp., Senior Notes | | | 5.125 | % | | | 7/20/45 | | | | 540,000 | | | | 638,984 | |
CVS Health Corp., Senior Notes | | | 5.050 | % | | | 3/25/48 | | | | 930,000 | | | | 1,102,067 | |
Dartmouth-Hitchcock Health, Secured Bonds | | | 4.178 | % | | | 8/1/48 | | | | 150,000 | | | | 171,958 | |
DH Europe Finance II Sarl, Senior Notes | | | 3.250 | % | | | 11/15/39 | | | | 290,000 | | | | 295,050 | |
DH Europe Finance II Sarl, Senior Notes | | | 3.400 | % | | | 11/15/49 | | | | 110,000 | | | | 113,791 | |
HCA Inc., Senior Secured Notes | | | 4.125 | % | | | 6/15/29 | | | | 340,000 | | | | 358,882 | |
HCA Inc., Senior Secured Notes | | | 5.125 | % | | | 6/15/39 | | | | 170,000 | | | | 188,614 | |
HCA Inc., Senior Secured Notes | | | 5.500 | % | | | 6/15/47 | | | | 350,000 | | | | 405,549 | |
HCA Inc., Senior Secured Notes | | | 5.250 | % | | | 6/15/49 | | | | 530,000 | | | | 598,264 | |
Humana Inc., Senior Notes | | | 3.125 | % | | | 8/15/29 | | | | 450,000 | | | | 457,800 | |
Humana Inc., Senior Notes | | | 4.800 | % | | | 3/15/47 | | | | 420,000 | | | | 495,275 | |
Magellan Health Inc., Senior Notes | | | 4.900 | % | | | 9/22/24 | | | | 1,140,000 | | | | 1,154,723 | |
See Notes to Financial Statements.
| | |
Western Asset Investment Grade Defined Opportunity Trust Inc. 2019 Annual Report | | 17 |
Schedule of investments(cont’d)
November 30, 2019
Western Asset Investment Grade Defined Opportunity Trust Inc.
| | | | | | | | | | | | | | | | |
Security | | Rate | | | Maturity Date | | | Face Amount† | | | Value | |
Health Care Providers & Services — continued | | | | | | | | | | | | | | | | |
Orlando Health Obligated Group, Senior Notes | | | 4.089 | % | | | 10/1/48 | | | | 270,000 | | | $ | 305,706 | |
UnitedHealth Group Inc., Senior Notes | | | 3.700 | % | | | 12/15/25 | | | | 250,000 | | | | 270,328 | |
UnitedHealth Group Inc., Senior Notes | | | 3.850 | % | | | 6/15/28 | | | | 540,000 | | | | 594,885 | |
UnitedHealth Group Inc., Senior Notes | | | 3.500 | % | | | 8/15/39 | | | | 220,000 | | | | 233,643 | |
UnitedHealth Group Inc., Senior Notes | | | 4.750 | % | | | 7/15/45 | | | | 220,000 | | | | 273,156 | |
Total Health Care Providers & Services | | | | | | | | | | | | | | | 16,980,177 | |
Pharmaceuticals — 2.7% | | | | | | | | | | | | | | | | |
Allergan Funding SCS, Senior Notes | | | 4.550 | % | | | 3/15/35 | | | | 200,000 | | | | 218,187 | |
Bristol-Myers Squibb Co., Senior Notes | | | 2.750 | % | | | 2/15/23 | | | | 1,100,000 | | | | 1,122,212 | (b) |
Bristol-Myers Squibb Co., Senior Notes | | | 3.400 | % | | | 7/26/29 | | | | 1,530,000 | | | | 1,643,194 | (b) |
Bristol-Myers Squibb Co., Senior Notes | | | 5.000 | % | | | 8/15/45 | | | | 400,000 | | | | 514,177 | (b) |
Pfizer Inc., Senior Notes | | | 7.200 | % | | | 3/15/39 | | | | 560,000 | | | | 891,035 | |
Teva Pharmaceutical Finance Netherlands III BV, Senior Notes | | | 7.125 | % | | | 1/31/25 | | | | 200,000 | | | | 204,000 | (b) |
Wyeth LLC, Senior Notes | | | 5.950 | % | | | 4/1/37 | | | | 1,100,000 | | | | 1,529,744 | |
Zoetis Inc., Senior Notes | | | 4.700 | % | | | 2/1/43 | | | | 40,000 | | | | 48,126 | |
Total Pharmaceuticals | | | | | | | | | | | | | | | 6,170,675 | |
Total Health Care | | | | | | | | 29,470,296 | |
Industrials — 7.4% | | | | | | | | | | | | | | | | |
Aerospace & Defense — 3.4% | | | | | | | | | | | | | | | | |
Avolon Holdings Funding Ltd., Senior Notes | | | 5.125 | % | | | 10/1/23 | | | | 330,000 | | | | 355,679 | (b) |
Boeing Co., Senior Notes | | | 2.800 | % | | | 3/1/24 | | | | 500,000 | | | | 513,436 | |
Boeing Co., Senior Notes | | | 3.100 | % | | | 5/1/26 | | | | 2,190,000 | | | | 2,281,903 | |
Hexcel Corp., Senior Notes | | | 3.950 | % | | | 2/15/27 | | | | 1,000,000 | | | | 1,046,915 | |
Huntington Ingalls Industries Inc., Senior Notes | | | 3.483 | % | | | 12/1/27 | | | | 320,000 | | | | 335,938 | |
L3Harris Technologies Inc., Senior Notes | | | 4.400 | % | | | 6/15/28 | | | | 700,000 | | | | 782,722 | (b) |
L3Harris Technologies Inc., Senior Notes | | | 2.900 | % | | | 12/15/29 | | | | 230,000 | | | | 233,400 | |
Lockheed Martin Corp., Senior Notes | | | 4.500 | % | | | 5/15/36 | | | | 50,000 | | | | 60,091 | |
Lockheed Martin Corp., Senior Notes | | | 4.700 | % | | | 5/15/46 | | | | 200,000 | | | | 253,110 | |
Northrop Grumman Systems Corp., Senior Notes | | | 7.875 | % | | | 3/1/26 | | | | 1,390,000 | | | | 1,788,631 | |
United Technologies Corp., Senior Notes | | | 4.625 | % | | | 11/16/48 | | | | 180,000 | | | | 225,795 | |
Total Aerospace & Defense | | | | | | | | | | | | | | | 7,877,620 | |
Air Freight & Logistics — 0.4% | | | | | | | | | | | | | | | | |
United Parcel Service Inc., Senior Notes | | | 6.200 | % | | | 1/15/38 | | | | 700,000 | | | | 987,049 | |
Airlines — 0.9% | | | | | | | | | | | | | | | | |
American Airlines Pass-Through Trust | | | 5.600 | % | | | 7/15/20 | | | | 211,592 | | | | 215,092 | (b) |
Continental Airlines Pass-Through Trust | | | 6.250 | % | | | 4/11/20 | | | | 98,950 | | | | 100,058 | |
Delta Air Lines Inc., Senior Notes | | | 2.900 | % | | | 10/28/24 | | | | 840,000 | | | | 832,507 | |
Delta Air Lines Inc., Senior Notes | | | 3.750 | % | | | 10/28/29 | | | | 230,000 | | | | 227,930 | |
| | | | | | | | | |
See Notes to Financial Statements.
| | |
18 | | Western Asset Investment Grade Defined Opportunity Trust Inc. 2019 Annual Report |
Western Asset Investment Grade Defined Opportunity Trust Inc.
| | | | | | | | | | | | | | | | |
Security | | Rate | | | Maturity Date | | | Face Amount† | | | Value | |
Airlines — continued | | | | | | | | | | | | | | | | |
Delta Air Lines Pass-Through Certificates Trust | | | 8.021 | % | | | 8/10/22 | | | | 68,999 | | | $ | 75,926 | |
Delta Air Lines Pass-Through Trust, Senior Secured Notes | | | 7.750 | % | | | 12/17/19 | | | | 163,170 | | | | 163,582 | |
US Airways Pass-Through Trust, Senior Secured Notes | | | 5.900 | % | | | 10/1/24 | | | | 356,863 | | | | 398,245 | |
Total Airlines | | | | | | | | | | | | | | | 2,013,340 | |
Commercial Services & Supplies — 1.2% | | | | | | | | | | | | | | | | |
California Institute of Technology, Senior Notes | | | 3.650 | % | | | 9/1/2119 | | | | 180,000 | | | | 180,649 | |
Republic Services Inc., Senior Notes | | | 2.500 | % | | | 8/15/24 | | | | 700,000 | | | | 707,387 | |
United Rentals North America Inc., Secured Notes | | | 3.875 | % | | | 11/15/27 | | | | 410,000 | | | | 414,613 | |
Waste Connections Inc., Senior Notes | | | 4.250 | % | | | 12/1/28 | | | | 750,000 | | | | 847,073 | |
Waste Management Inc., Senior Notes | | | 3.200 | % | | | 6/15/26 | | | | 40,000 | | | | 42,092 | |
Waste Management Inc., Senior Notes | | | 4.000 | % | | | 7/15/39 | | | | 550,000 | | | | 624,959 | |
Total Commercial Services & Supplies | | | | | | | | | | | | | | | 2,816,773 | |
Industrial Conglomerates — 0.8% | | | | | | | | | | | | | | | | |
General Electric Co., Senior Notes | | | 6.750 | % | | | 3/15/32 | | | | 330,000 | | | | 427,993 | |
General Electric Co., Senior Notes | | | 6.875 | % | | | 1/10/39 | | | | 1,098,000 | | | | 1,479,507 | |
Total Industrial Conglomerates | | | | | | | | | | | | | | | 1,907,500 | |
Machinery — 0.2% | | | | | | | | | | | | | | | | |
Caterpillar Inc., Senior Notes | | | 4.750 | % | | | 5/15/64 | | | | 360,000 | | | | 458,454 | |
Road & Rail — 0.3% | | | | | | | | | | | | | | | | |
Union Pacific Corp., Senior Notes | | | 4.375 | % | | | 11/15/65 | | | | 530,000 | | | | 581,963 | |
Trading Companies & Distributors — 0.2% | | | | | | | | | | | | | | | | |
Aviation Capital Group LLC, Senior Notes | | | 4.125 | % | | | 8/1/25 | | | | 340,000 | | | | 353,688 | (b) |
Total Industrials | | | | | | | | 16,996,387 | |
Information Technology — 2.7% | | | | | | | | | | | | | | | | |
Communications Equipment — 0.4% | | | | | | | | | | | | | | | | |
Harris Corp., Senior Notes | | | 4.854 | % | | | 4/27/35 | | | | 430,000 | | | | 511,049 | |
Harris Corp., Senior Notes | | | 5.054 | % | | | 4/27/45 | | | | 340,000 | | | | 426,693 | |
Total Communications Equipment | | | | | | | | | | | | | | | 937,742 | |
IT Services — 0.6% | | | | | | | | | | | | | | | | |
International Business Machines Corp., Senior Notes | | | 3.500 | % | | | 5/15/29 | | | | 200,000 | | | | 215,832 | |
PayPal Holdings Inc., Senior Notes | | | 2.400 | % | | | 10/1/24 | | | | 720,000 | | | | 722,487 | |
S&P Global Inc., Senior Notes | | | 2.500 | % | | | 12/1/29 | | | | 220,000 | | | | 221,428 | |
S&P Global Inc., Senior Notes | | | 3.250 | % | | | 12/1/49 | | | | 110,000 | | | | 112,294 | |
Total IT Services | | | | | | | | | | | | | | | 1,272,041 | |
See Notes to Financial Statements.
| | |
Western Asset Investment Grade Defined Opportunity Trust Inc. 2019 Annual Report | | 19 |
Schedule of investments(cont’d)
November 30, 2019
Western Asset Investment Grade Defined Opportunity Trust Inc.
| | | | | | | | | | | | | | | | |
Security | | Rate | | | Maturity Date | | | Face Amount† | | | Value | |
Semiconductors & Semiconductor Equipment — 0.4% | | | | | | | | | | | | | |
Intel Corp., Senior Notes | | | 4.900 | % | | | 7/29/45 | | | | 220,000 | | | $ | 281,703 | |
QUALCOMM Inc., Senior Notes | | | 4.300 | % | | | 5/20/47 | | | | 70,000 | | | | 79,212 | |
Texas Instruments Inc., Senior Notes | | | 3.875 | % | | | 3/15/39 | | | | 430,000 | | | | 491,200 | |
Total Semiconductors & Semiconductor Equipment | | | | | | | | | | | | 852,115 | |
Software — 0.9% | | | | | | | | | | | | | | | | |
Microsoft Corp., Senior Notes | | | 4.250 | % | | | 2/6/47 | | | | 1,520,000 | | | | 1,887,156 | |
salesforce.com Inc., Senior Notes | | | 3.700 | % | | | 4/11/28 | | | | 120,000 | | | | 131,636 | |
Total Software | | | | | | | | | | | | | | | 2,018,792 | |
Technology Hardware, Storage & Peripherals — 0.4% | | | | | | | | | | | | | | | | |
Dell International LLC/EMC Corp., Senior Secured Notes | | | 4.420 | % | | | 6/15/21 | | | | 1,010,000 | | | | 1,040,235 | (b) |
Total Information Technology | | | | | | | | 6,120,925 | |
Materials — 2.9% | | | | | | | | | | | | | | | | |
Metals & Mining — 2.9% | | | | | | | | | | | | | | | | |
Alcoa Nederland Holding BV, Senior Notes | | | 6.750 | % | | | 9/30/24 | | | | 400,000 | | | | 421,996 | (b) |
ArcelorMittal, Senior Notes | | | 4.550 | % | | | 3/11/26 | | | | 330,000 | | | | 346,172 | |
Barrick Gold Corp., Senior Notes | | | 5.250 | % | | | 4/1/42 | | | | 350,000 | | | | 424,174 | |
BHP Billiton Finance USA Ltd., Senior Notes (6.750% to 10/19/25 then USD 5 year ICE Swap Rate + 5.093% to 10/19/45 then USD 5 year ICE Swap Rate + 5.843%) | | | 6.750 | % | | | 10/19/75 | | | | 780,000 | | | | 914,994 | (a)(b) |
First Quantum Minerals Ltd., Senior Notes | | | 7.000 | % | | | 2/15/21 | | | | 112,000 | | | | 112,630 | (b) |
First Quantum Minerals Ltd., Senior Notes | | | 7.250 | % | | | 5/15/22 | | | | 260,000 | | | | 263,170 | (b) |
Freeport-McMoRan Inc., Senior Notes | | | 3.550 | % | | | 3/1/22 | | | | 100,000 | | | | 100,750 | |
Glencore Funding LLC, Senior Notes | | | 4.125 | % | | | 3/12/24 | | | | 300,000 | | | | 315,014 | (b) |
Glencore Funding LLC, Senior Notes | | | 4.000 | % | | | 3/27/27 | | | | 590,000 | | | | 611,926 | (b) |
Hudbay Minerals Inc., Senior Notes | | | 7.250 | % | | | 1/15/23 | | | | 60,000 | | | | 61,675 | (b) |
Northwest Acquisitions ULC/Dominion Finco Inc., Secured Notes | | | 7.125 | % | | | 11/1/22 | | | | 340,000 | | | | 219,936 | (b) |
Vale Overseas Ltd., Senior Notes | | | 4.375 | % | | | 1/11/22 | | | | 2,100,000 | | | | 2,179,405 | |
Yamana Gold Inc., Senior Notes | | | 4.625 | % | | | 12/15/27 | | | | 550,000 | | | | 582,598 | |
Total Materials | | | | | | | | 6,554,440 | |
Real Estate — 2.0% | | | | | | | | | | | | | | | | |
Equity Real Estate Investment Trusts (REITs) — 1.8% | | | | | | | | | | | | | | | | |
MPT Operating Partnership LP/MPT Finance Corp., Senior Notes | | | 5.000 | % | | | 10/15/27 | | | | 400,000 | | | | 421,010 | |
MPT Operating Partnership LP/MPT Finance Corp., Senior Notes | | | 4.625 | % | | | 8/1/29 | | | | 270,000 | | | | 283,661 | |
Ventas Realty LP, Senior Notes | | | 4.400 | % | | | 1/15/29 | | | | 540,000 | | | | 594,943 | |
Vornado Realty LP, Senior Notes | | | 3.500 | % | | | 1/15/25 | | | | 1,000,000 | | | | 1,043,470 | |
| | | | | | | | | |
See Notes to Financial Statements.
| | |
20 | | Western Asset Investment Grade Defined Opportunity Trust Inc. 2019 Annual Report |
Western Asset Investment Grade Defined Opportunity Trust Inc.
| | | | | | | | | | | | | | | | |
Security | | Rate | | | Maturity Date | | | Face Amount† | | | Value | |
Equity Real Estate Investment Trusts (REITs) — continued | | | | | | | | | | | | | |
Welltower Inc., Senior Notes | | | 3.950 | % | | | 9/1/23 | | | | 1,050,000 | | | $ | 1,111,475 | |
Welltower Inc., Senior Notes | | | 4.125 | % | | | 3/15/29 | | | | 510,000 | | | | 556,395 | |
Total Equity Real Estate Investment Trusts (REITs) | | | | | | | | | | | | 4,010,954 | |
Real Estate Management & Development — 0.2% | | | | | | | | | | | | | | | | |
Security Capital Group Inc., Senior Notes | | | 7.700 | % | | | 6/15/28 | | | | 460,000 | | | | 575,218 | |
Total Real Estate | | | | | | | | | | | | | | | 4,586,172 | |
Utilities — 4.4% | | | | | | | | | | | | | | | | |
Electric Utilities — 4.3% | | | | | | | | | | | | | | | | |
Berkshire Hathaway Energy Co., Senior Notes | | | 6.125 | % | | | 4/1/36 | | | | 1,000,000 | | | | 1,385,087 | |
CenterPoint Energy Houston Electric LLC, Senior Secured Bonds | | | 4.500 | % | | | 4/1/44 | | | | 530,000 | | | | 647,002 | |
Commonwealth Edison Co., First Mortgage Bonds | | | 6.450 | % | | | 1/15/38 | | | | 600,000 | | | | 872,331 | |
FirstEnergy Corp., Senior Notes | | | 3.900 | % | | | 7/15/27 | | | | 480,000 | | | | 514,046 | |
FirstEnergy Corp., Senior Notes | | | 7.375 | % | | | 11/15/31 | | | | 3,040,000 | | | | 4,262,861 | |
Jersey Central Power & Light Co., Senior Notes | | | 4.300 | % | | | 1/15/26 | | | | 170,000 | | | | 185,624 | (b) |
MidAmerican Energy Co. | | | 3.650 | % | | | 4/15/29 | | | | 240,000 | | | | 263,651 | |
Oncor Electric Delivery Co. LLC, Senior Secured Notes | | | 3.100 | % | | | 9/15/49 | | | | 230,000 | | | | 230,485 | |
Southern California Edison Co., First Mortgage Bonds | | | 4.125 | % | | | 3/1/48 | | | | 480,000 | | | | 513,478 | |
Virginia Electric & Power Co., Senior Notes | | | 8.875 | % | | | 11/15/38 | | | | 500,000 | | | | 846,817 | |
Total Electric Utilities | | | | | | | | | | | | | | | 9,721,382 | |
Independent Power and Renewable Electricity Producers — 0.1% | | | | | | | | | |
NRG Energy Inc., Senior Secured Notes | | | 3.750 | % | | | 6/15/24 | | | | 320,000 | | | | 330,158 | (b) |
Total Utilities | | | | | | | | | | | | | | | 10,051,540 | |
Total Corporate Bonds & Notes (Cost — $191,685,916) | | | | | | | | | | | | 218,361,647 | |
Sovereign Bonds — 1.2% | | | | | | | | | | | | | | | | |
Argentina — 0.6% | | | | | | | | | | | | | | | | |
Argentina POM Politica Monetaria, Bonds (Argentina Central Bank 7 Day Repo Reference Rate) | | | 70.941 | % | | | 6/21/20 | | | | 8,960,000 | ARS | | | 38,913 | (a)(f) |
Argentine Bonos del Tesoro, Bonds | | | 18.200 | % | | | 10/3/21 | | | | 650,000 | ARS | | | 2,362 | (f) |
Argentine Republic Government International Bond, Senior Notes | | | 5.875 | % | | | 1/11/28 | | | | 930,000 | | | | 371,393 | |
Argentine Republic Government International Bond, Senior Notes | | | 7.625 | % | | | 4/22/46 | | | | 150,000 | | | | 63,965 | |
Argentine Republic Government International Bond, Senior Notes | | | 6.875 | % | | | 1/11/48 | | | | 260,000 | | | | 103,856 | |
Provincia de Buenos Aires, Senior Notes | | | 9.125 | % | | | 3/16/24 | | | | 1,930,000 | | | | 743,050 | (b) |
Total Argentina | | | | | | | | | | | | | | | 1,323,539 | |
| | | | | | | | | |
See Notes to Financial Statements.
| | |
Western Asset Investment Grade Defined Opportunity Trust Inc. 2019 Annual Report | | 21 |
Schedule of investments (cont’d)
November 30, 2019
Western Asset Investment Grade Defined Opportunity Trust Inc.
| | | | | | | | | | | | | | | | | | | | |
Security | | Rate | | | Maturity Date | | | Face Amount† | | | | | | Value | |
Ecuador — 0.2% | | | | | | | | | | | | | | | | | | | | |
Ecuador Government International Bond, Senior Notes | | | 10.750 | % | | | 3/28/22 | | | | 310,000 | | | $ | | | | | 273,672 | (b) |
Ecuador Government International Bond, Senior Notes | | | 10.750 | % | | | 1/31/29 | | | | 200,000 | | | | | | | | 167,571 | (b) |
Total Ecuador | | | | | | | | | | | | | | | | | | | 441,243 | |
Ghana — 0.1% | | | | | | | | | | | | | | | | | | | | |
Ghana Government International Bond, Senior Notes | | | 8.950 | % | | | 3/26/51 | | | | 300,000 | | | | | | | | 294,721 | (b) |
Nigeria — 0.1% | | | | | | | | | | | | | | | | | | | | |
Nigeria Government International Bond, Senior Notes | | | 7.696 | % | | | 2/23/38 | | | | 220,000 | | | | | | | | 215,457 | (b) |
Qatar — 0.2% | | | | | | | | | | | | | | | | | | | | |
Qatar Government International Bond, Senior Notes | | | 4.817 | % | | | 3/14/49 | | | | 410,000 | | | | | | | | 507,705 | (b) |
Total Sovereign Bonds (Cost — $5,355,860) | | | | | | | | | | | | | | | | | | | 2,782,665 | |
| | | | | |
| | | | | | | | Shares | | | | | | | |
Preferred Stocks — 1.1% | | | | | | | | | | | | | | | | | | | | |
Financials — 1.1% | | | | | | | | | | | | | | | | | | | | |
Banks — 1.0% | | | | | | | | | | | | | | | | | | | | |
GMAC Capital Trust I (3 mo. USD LIBOR + 5.785%) | | | 7.695 | % | | | | | | | 85,800 | | | | | | | | 2,224,794 | (a) |
Consumer Finance — 0.0% | | | | | | | | | | | | | | | | | | | | |
Synchrony Financial, Non Voting Shares | | | 5.625 | % | | | | | | | 3,125 | | | | | | | | 79,938 | |
Insurance — 0.1% | | | | | | | | | | | | | | | | | | | | |
Delphi Financial Group Inc. (3 mo. USD LIBOR + 3.190%) | | | 5.100 | % | | | | | | | 9,325 | | | | | | | | 206,082 | (a) |
Total Preferred Stocks (Cost — $2,387,824) | | | | | | | | | | | | | | | | | | | 2,510,814 | |
| | | | | |
| | | | | Maturity Date | | | Face Amount† | | | | | | | |
Municipal Bonds — 0.7% | | | | | | | | | | | | | | | | | | | | |
California — 0.3% | | | | | | | | | | | | | | | | | | | | |
Morongo Band of Mission Indians, CA, Revenue, Tribal Economic Development, Series A | | | 7.000 | % | | | 10/1/39 | | | | 500,000 | | | | | | | | 585,300 | (b) |
Florida — 0.1% | | | | | | | | | | | | | | | | | | | | |
Sumter Landing, FL, Community Development District Recreational Revenue, Taxable Community Development District | | | 4.172 | % | | | 10/1/47 | | | | 260,000 | | | | | | | | 295,500 | |
| | | | | | | | | | | | | |
See Notes to Financial Statements.
| | |
22 | | Western Asset Investment Grade Defined Opportunity Trust Inc. 2019 Annual Report |
Western Asset Investment Grade Defined Opportunity Trust Inc.
| | | | | | | | | | | | | | | | |
Security | | Rate | | | Maturity Date | | | Face Amount† | | | Value | |
Illinois — 0.3% | | | | | | | | | | | | | | | | |
Illinois State, GO, Taxable, Build America Bonds, Series2010-3 | | | 6.725 | % | | | 4/1/35 | | | | 530,000 | | | $ | 618,871 | |
Total Municipal Bonds (Cost — $1,355,733) | | | | | | | | | | | | | | | 1,499,671 | |
U.S. Government & Agency Obligations — 0.5% | | | | | | | | | | | | | | | | |
U.S. Government Obligations — 0.5% | | | | | | | | | | | | | | | | |
U.S. Treasury Bonds | | | 2.250 | % | | | 8/15/49 | | | | 30,000 | | | | 30,294 | |
U.S. Treasury Notes | | | 1.750 | % | | | 11/15/29 | | | | 1,120,000 | | | | 1,117,244 | |
Total U.S. Government & Agency Obligations (Cost — $1,151,344) | | | | | | | | 1,147,538 | |
Total Investments before Short-Term Investments (Cost — $201,936,677) | | | | 226,302,335 | |
| | | | |
| | | | | | | | Shares | | | | |
Short-Term Investments — 0.9% | | | | | | | | | | | | | | | | |
Dreyfus Government Cash Management, Institutional Shares (Cost — $2,205,184) | | | 1.556 | % | | | | | | | 2,205,184 | | | | 2,205,184 | |
Total Investments — 99.8% (Cost — $204,141,861) | | | | | | | | | | | | 228,507,519 | |
Other Assets in Excess of Liabilities — 0.2% | | | | | | | | | | | | | | | 350,683 | |
Total Net Assets — 100.0% | | | | | | | | | | | | | | $ | 228,858,202 | |
† | Face amount denominated in U.S. dollars, unless otherwise noted. |
(a) | 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. |
(b) | 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. |
(c) | Securities traded on a when-issued or delayed delivery basis. |
(d) | Security has no maturity date. The date shown represents the next call date. |
(e) | 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. |
(f) | Security is valued in good faith in accordance with procedures approved by the Board of Directors (Note 1). |
| | | | |
Abbreviations used in this schedule: |
| | |
ARS | | — | | Argentine Peso |
| | |
GO | | — | | General Obligation |
| | |
GTD | | — | | Guaranteed |
| | |
ICE | | — | | Intercontinental Exchange |
| | |
LIBOR | | — | | London Interbank Offered Rate |
| | |
PIK | | — | | Payment-In-Kind |
| | |
SOFR | | — | | Secured Overnight Financing Rate |
| | |
USD | | — | | United States Dollar |
See Notes to Financial Statements.
| | |
Western Asset Investment Grade Defined Opportunity Trust Inc. 2019 Annual Report | | 23 |
Schedule of investments(cont’d)
November 30, 2019
Western Asset Investment Grade Defined Opportunity Trust Inc.
At November 30, 2019, the Fund had the following open futures contracts:
| | | | | | | | | | | | | | | | | | | | |
| | Number of Contracts | | | Expiration Date | | | Notional Amount | | | Market Value | | | Unrealized Appreciation (Depreciation) | |
Contracts to Buy: | |
U.S. Treasury2-Year Notes | | | 71 | | | | 3/20 | | | $ | 15,321,411 | | | $ | 15,306,601 | | | $ | (14,810) | |
Contracts to Sell: | |
U.S. Treasury5-Year Notes | | | 29 | | | | 3/20 | | | | 3,454,002 | | | | 3,450,094 | | | | 3,908 | |
U.S. Treasury10-Year Notes | | | 39 | | | | 3/20 | | | | 5,052,895 | | | | 5,045,016 | | | | 7,879 | |
U.S. Treasury Long-Term Bonds | | | 68 | | | | 3/20 | | | | 10,870,614 | | | | 10,809,875 | | | | 60,739 | |
U.S. Treasury Ultra Long- Term Bonds | | | 1 | | | | 3/20 | | | | 188,673 | | | | 187,719 | | | | 954 | |
| | | | 73,480 | |
Net unrealized appreciation on open futures contracts | | | $ | 58,670 | |
See Notes to Financial Statements.
| | |
24 | | Western Asset Investment Grade Defined Opportunity Trust Inc. 2019 Annual Report |
Statement of assets and liabilities
November 30, 2019
| | | | |
| |
Assets: | | | | |
Investments, at value (Cost — $204,141,861) | | $ | 228,507,519 | |
Foreign currency, at value (Cost — $28,469) | | | 21,650 | |
Interest receivable | | | 2,715,117 | |
Deposits with brokers for open futures contracts | | | 279,498 | |
Receivable from broker — variation margin on open futures contracts | | | 35,641 | |
Prepaid expenses | | | 5,869 | |
Total Assets | | | 231,565,294 | |
| |
Liabilities: | | | | |
Payable for securities purchased | | | 1,556,177 | |
Distributions payable | | | 921,126 | |
Investment management fee payable | | | 121,676 | |
Directors’ fees payable | | | 4,280 | |
Accrued expenses | | | 103,833 | |
Total Liabilities | | | 2,707,092 | |
Total Net Assets | | $ | 228,858,202 | |
| |
Net Assets: | | | | |
Par value ($0.001 par value; 10,836,777 shares issued and outstanding; 100,000,000 shares authorized) | | $ | 10,837 | |
Paid-in capital in excess of par value | | | 206,349,106 | |
Total distributable earnings (loss) | | | 22,498,259 | |
Total Net Assets | | $ | 228,858,202 | |
| |
Shares Outstanding | | | 10,836,777 | |
| |
Net Asset Value | | $ | 21.12 | |
See Notes to Financial Statements.
| | |
Western Asset Investment Grade Defined Opportunity Trust Inc. 2019 Annual Report | | 25 |
Statement of operations
For the Year Ended November 30, 2019
| | | | |
| |
Investment Income: | | | | |
Interest | | $ | 11,060,390 | |
Dividends | | | 211,698 | |
Total Investment Income | | | 11,272,088 | |
| |
Expenses: | | | | |
Investment management fee (Note 2) | | | 1,433,695 | |
Audit and tax fees | | | 61,680 | |
Directors’ fees | | | 57,855 | |
Transfer agent fees | | | 38,201 | |
Fund accounting fees | | | 34,001 | |
Legal fees | | | 21,481 | |
Excise tax (Note 1) | | | 18,989 | |
Stock exchange listing fees | | | 12,532 | |
Shareholder reports | | | 11,891 | |
Custody fees | | | 7,366 | |
Insurance | | | 3,657 | |
Interest expense | | | 158 | |
Miscellaneous expenses | | | 22,078 | |
Total Expenses | | | 1,723,584 | |
Net Investment Income | | | 9,548,504 | |
| |
Realized and Unrealized Gain (Loss) on Investments, Futures Contracts, Swap Contracts, Forward Foreign Currency Contracts and Foreign Currency Transactions (Notes 1, 3 and 4): | | | | |
Net Realized Gain (Loss) From: | | | | |
Investment transactions | | | 3,371,409 | |
Futures contracts | | | (2,430,847) | |
Swap contracts | | | (1,258) | |
Forward foreign currency contracts | | | (82,132) | |
Foreign currency transactions | | | (12,802) | |
Net Realized Gain | | | 844,370 | |
Change in Net Unrealized Appreciation (Depreciation) From: | | | | |
Investments | | | 21,196,793 | |
Futures contracts | | | 133,888 | |
Swap contracts | | | 914 | |
Forward foreign currency contracts | | | 2,150 | |
Foreign currencies | | | (10,898) | |
Change in Net Unrealized Appreciation (Depreciation) | | | 21,322,847 | |
Net Gain on Investments, Futures Contracts, Swap Contracts, Forward Foreign Currency Contracts and Foreign Currency Transactions | | | 22,167,217 | |
Increase in Net Assets From Operations | | $ | 31,715,721 | |
See Notes to Financial Statements.
| | |
26 | | Western Asset Investment Grade Defined Opportunity Trust Inc. 2019 Annual Report |
Statements of changes in net assets
| | | | | | | | |
For the Years Ended November 30, | | 2019 | | | 2018 | |
| | |
Operations: | | | | | | | | |
Net investment income | | $ | 9,548,504 | | | $ | 10,157,326 | |
Net realized gain | | | 844,370 | | | | 1,350,181 | |
Change in net unrealized appreciation (depreciation) | | | 21,322,847 | | | | (19,795,961) | |
Increase (Decrease) in Net Assets From Operations | | | 31,715,721 | | | | (8,288,454) | |
| | |
Distributions to Shareholders From (Note 1): | | | | | | | | |
Total distributable earnings | | | (11,048,078) | | | | (11,039,624) | |
Decrease in Net Assets From Distributions to Shareholders | | | (11,048,078) | | | | (11,039,624) | |
| | |
Fund Share Transactions: | | | | | | | | |
Reinvestment of distributions (9,234 and 10,751 shares issued, respectively) | | | 190,317 | | | | 219,135 | |
Increase in Net Assets From Fund Share Transactions | | | 190,317 | | | | 219,135 | |
Increase (Decrease) in Net Assets | | | 20,857,960 | | | | (19,108,943) | |
| | |
Net Assets: | | | | | | | | |
Beginning of year | | | 208,000,242 | | | | 227,109,185 | |
End of year | | $ | 228,858,202 | | | $ | 208,000,242 | |
See Notes to Financial Statements.
| | |
Western Asset Investment Grade Defined Opportunity Trust Inc. 2019 Annual Report | | 27 |
Financial highlights
| | | | | | | | | | | | | | | | | | | | |
For a share of capital stock outstanding throughout each year ended November 30: | |
| | 20191 | | | 20181 | | | 20171 | | | 20161 | | | 20151 | |
| | | | | |
Net asset value, beginning of year | | | $19.21 | | | | $21.00 | | | | $20.26 | | | | $20.28 | | | | $21.62 | |
| | | | | |
Income (loss) from operations: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | 0.88 | | | | 0.94 | | | | 0.99 | | | | 0.98 | | | | 0.98 | |
Net realized and unrealized gain (loss) | | | 2.05 | | | | (1.71) | | | | 0.82 | | | | 0.20 | | | | (1.12) | |
Total income (loss) from operations | | | 2.93 | | | | (0.77) | | | | 1.81 | | | | 1.18 | | | | (0.14) | |
| | | | | |
Less distributions from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (0.89) | | | | (0.96) | | | | (1.02) | | | | (1.17) | | | | (1.20) | |
Net realized gains | | | (0.13) | | | | (0.06) | | | | (0.05) | | | | (0.03) | | | | — | |
Total distributions | | | (1.02) | | | | (1.02) | | | | (1.07) | | | | (1.20) | | | | (1.20) | |
| | | | | |
Net asset value, end of year | | | $21.12 | | | | $19.21 | | | | $21.00 | | | | $20.26 | | | | $20.28 | |
| | | | | |
Market price, end of year | | | $21.24 | | | | $18.05 | | | | $21.85 | | | | $20.05 | | | | $20.77 | |
Total return, based on NAV2,3 | | | 15.59 | % | | | (3.78) | % | | | 9.09 | % | | | 5.97 | % | | | (0.69) | % |
Total return, based on Market Price4 | | | 23.70 | % | | | (13.06) | % | | | 14.76 | % | | | 2.43 | % | | | 5.49 | % |
| | | | | |
Net assets, end of year (millions) | | | $229 | | | | $208 | | | | $227 | | | | $219 | | | | $219 | |
| | | | | |
Ratios to average net assets: | | | | | | | | | | | | | | | | | | | | |
Gross expenses | | | 0.78 | % | | | 0.78 | % | | | 0.78 | % | | | 0.79 | % | | | 0.83 | % |
Net expenses | | | 0.78 | | | | 0.78 | | | | 0.78 | | | | 0.79 | | | | 0.83 | |
Net investment income | | | 4.33 | | | | 4.65 | | | | 4.76 | | | | 4.82 | | | | 4.67 | |
| | | | | |
Portfolio turnover rate | | | 56 | % | | | 46 | % | | | 40 | % | | | 41 | % | | | 43 | % |
1 | Per share amounts have been calculated using the average shares method. |
2 | 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. |
3 | The total return calculation assumes that distributions are reinvested at NAV. Past performance is no guarantee of future results. |
4 | 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. |
See Notes to Financial Statements.
| | |
28 | | Western Asset Investment Grade Defined Opportunity Trust Inc. 2019 Annual Report |
Notes to financial statements
1. Organization and significant accounting policies
Western Asset Investment Grade Defined Opportunity Trust Inc. (the “Fund”) was incorporated in Maryland on April 24, 2009 and is registered as anon-diversified, limited term,closed-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund’s primary investment objective is to provide current income and then to liquidate and distribute substantially all of the Fund’s net assets to stockholders on or about December 2, 2024. As a secondary investment objective, the Fund will seek capital appreciation. There can be no assurance the Fund will achieve its investment objectives. The Fund seeks to achieve its investment objectives by investing, under normal market conditions, at least 80% of its net assets in investment grade corporate fixed-income securities of varying maturities. On October 31, 2019, the Board of Directors of the Fund approved amendments to the Fund’s bylaws. The amended and restated bylaws were subsequently filed on Form8-K and are available on the SEC’s website at www.sec.gov.
The following are significant accounting policies consistently followed by the Fund and are in conformity with U.S. generally accepted accounting principles (“GAAP”). Estimates and assumptions are required to be made regarding assets, liabilities and changes in net assets resulting from operations when financial statements are prepared. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ. Subsequent events have been evaluated through the date the financial statements were issued.
(a) Investment valuation.The valuations for fixed income securities (which may include, but are not limited to, corporate, government, municipal, mortgage-backed, collateralized mortgage obligations and asset-backed securities) and certain derivative instruments are typically the prices supplied by independent third party pricing services, which may use market prices or broker/dealer quotations or a variety of valuation techniques and methodologies. The independent third party pricing services use inputs that are observable such as issuer details, interest rates, yield curves, prepayment speeds, credit risks/spreads, default rates and quoted prices for similar securities. Investments inopen-end funds are valued at the closing net asset value per share of each fund on the day of valuation. Futures contracts are valued daily at the settlement price established by the board of trade or exchange on which they are traded. Equity securities for which market quotations are available are valued at the last reported sales price or official closing price on the primary market or exchange on which they trade. When the Fund holds securities or other assets that are denominated in a foreign currency, the Fund will normally use the currency exchange rates as of 4:00 p.m. (Eastern Time). If independent third party pricing services are unable to supply prices for a portfolio investment, or if the prices supplied are deemed by the manager to be unreliable, the market price may be determined by the manager using quotations from one or more broker/dealers or at the transaction price if the security has recently been purchased and no value has yet been obtained from a pricing service or pricing broker. When reliable prices are not readily available, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded, but before the Fund calculates its net asset value, the Fund values these securities as determined in accordance with procedures approved by the Fund’s Board of Directors.
| | |
Western Asset Investment Grade Defined Opportunity Trust Inc. 2019 Annual Report | | 29 |
Notes to financial statements (cont’d)
The Board of Directors is responsible for the valuation process and has delegated the supervision of the daily valuation process to the Legg Mason North Atlantic Fund Valuation Committee (the “Valuation Committee”). The Valuation Committee, pursuant to the policies adopted by the Board of Directors, is responsible for making fair value determinations, evaluating the effectiveness of the Fund’s pricing policies, and reporting to the Board of Directors. When determining the reliability of third party pricing information for investments owned by the Fund, the Valuation Committee, among other things, conducts due diligence reviews of pricing vendors, monitors the daily change in prices and reviews transactions among market participants.
The Valuation Committee will consider pricing methodologies it deems relevant and appropriate when making fair value determinations. Examples of possible methodologies include, but are not limited to, multiple of earnings; discount from market of a similar freely traded security; discounted cash-flow analysis; book value or a multiple thereof; risk premium/yield analysis; yield to maturity; and/or fundamental investment analysis. The Valuation Committee will also consider factors it deems relevant and appropriate in light of the facts and circumstances. Examples of possible factors include, but are not limited to, the type of security; the issuer’s financial statements; the purchase price of the security; the discount from market value of unrestricted securities of the same class at the time of purchase; analysts’ research and observations from financial institutions; information regarding any transactions or offers with respect to the security; the existence of merger proposals or tender offers affecting the security; the price and extent of public trading in similar securities of the issuer or comparable companies; and the existence of a shelf registration for restricted securities.
For each portfolio security that has been fair valued pursuant to the policies adopted by the Board of Directors, the fair value price is compared against the last available and next available market quotations. The Valuation Committee reviews the results of such back testing monthly and fair valuation occurrences are reported to the Board of Directors quarterly.
The Fund uses valuation techniques to measure fair value that are consistent with the market approach and/or income approach, depending on the type of security and the particular circumstance. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable securities. The income approach uses valuation techniques to discount estimated future cash flows to present value.
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30 | | Western Asset Investment Grade Defined Opportunity Trust Inc. 2019 Annual Report |
GAAP establishes a disclosure hierarchy that categorizes the inputs to valuation techniques used to value assets and liabilities at measurement date. These inputs are summarized in the three broad levels listed below:
• | | Level 1 — quoted prices in active markets for identical investments |
• | | Level 2 — other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.) |
• | | Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments) |
The inputs or methodologies used to value securities are not necessarily an indication of the risk associated with investing in those securities.
The following is a summary of the inputs used in valuing the Fund’s assets and liabilities carried at fair value:
| | | | | | | | | | | | | | | | |
ASSETS | |
Description | | Quoted Prices (Level 1) | | | Other Significant Observable Inputs (Level 2) | | | Significant Unobservable Inputs (Level 3) | | | Total | |
Long-Term Investments†: | | | | | | | | | | | | | | | | |
Corporate Bonds & Notes | | | — | | | $ | 218,361,647 | | | | — | | | $ | 218,361,647 | |
Sovereign Bonds | | | — | | | | 2,782,665 | | | | — | | | | 2,782,665 | |
Preferred Stocks: | | | | | | | | | | | | | | | | |
Financials | | $ | 2,304,732 | | | | 206,082 | | | | — | | | | 2,510,814 | |
Municipal Bonds | | | — | | | | 1,499,671 | | | | — | | | | 1,499,671 | |
U.S. Government & Agency Obligations | | | — | | | | 1,147,538 | | | | — | | | | 1,147,538 | |
Total Long-Term Investments | | | 2,304,732 | | | | 223,997,603 | | | | — | | | | 226,302,335 | |
Short-Term Investments† | | | 2,205,184 | | | | — | | | | — | | | | 2,205,184 | |
Total Investments | | $ | 4,509,916 | | | $ | 223,997,603 | | | | — | | | $ | 228,507,519 | |
Other Financial Instruments: | | | | | | | | | | | | | | | | |
Futures Contracts | | $ | 73,480 | | | | — | | | | — | | | $ | 73,480 | |
Total | | $ | 4,583,396 | | | $ | 223,997,603 | | | | — | | | $ | 228,580,999 | |
|
LIABILITIES | |
Description | | Quoted Prices (Level 1) | | | Other Significant Observable Inputs (Level 2) | | | Significant Unobservable Inputs (Level 3) | | | Total | |
Other Financial Instruments: | | | | | | | | | | | | | | | | |
Futures Contracts | | $ | 14,810 | | | | — | | | | — | | | $ | 14,810 | |
† | See Schedule of Investments for additional detailed categorizations. |
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Western Asset Investment Grade Defined Opportunity Trust Inc. 2019 Annual Report | | 31 |
Notes to financial statements (cont’d)
(b) Futures contracts.The Fund uses futures contracts generally to gain exposure to, or hedge against, changes in interest rates or gain exposure to, or hedge against, changes in certain asset classes. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.
Upon entering into a futures contract, the Fund is required to deposit cash or securities with a broker in an amount equal to a certain percentage of the contract amount. This is known as the ‘‘initial margin’’ and subsequent payments (‘‘variation margin’’) are made or received by the Fund each day, depending on the daily fluctuation in the value of the contract. For certain futures, including foreign denominated futures, variation margin is not settled daily, but is recorded as a net variation margin payable or receivable. The daily changes in contract value are recorded as unrealized gains or losses in the Statement of Operations and the Fund recognizes a realized gain or loss when the contract is closed.
Futures contracts involve, to varying degrees, risk of loss in excess of the amounts reflected in the financial statements. In addition, there is the risk that the Fund may not be able to enter into a closing transaction because of an illiquid secondary market.
(c) Forward foreign currency contracts.The Fund enters into a forward foreign currency contract to hedge against, or manage exposure to, foreign issuers or markets. The Fund may also enter into a forward foreign currency contract to hedge against foreign currency exchange rate risk on itsnon-U.S. dollar denominated securities or to facilitate settlement of a foreign currency denominated portfolio transaction. A forward foreign currency contract is an agreement between two parties to buy and sell a currency at a set price with delivery and settlement at a future date. The contract ismarked-to-market daily and the change in value is recorded by the Fund as an unrealized gain or loss. When a forward foreign currency contract is closed, through either delivery or offset by entering into another forward foreign currency contract, the Fund recognizes a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value of the contract at the time it is closed.
Non-deliverable forward foreign currency exchange contracts are settled with the counterparty in cash without the delivery of foreign currency.
Forward foreign currency contracts involve elements of market risk in excess of the amounts reflected on the Statement of Assets and Liabilities. The Fund bears the risk of an unfavorable change in the foreign exchange rate underlying the forward foreign currency contract. Risks may also arise upon entering into these contracts from the potential inability of the counterparties to meet the terms of their contracts.
(d) Swap agreements.The Fund invests in swaps for the purpose of managing its exposure to interest rate, credit or market risk, or for other purposes. The use of swaps involves risks that are different from those associated with other portfolio transactions. Swap agreements are privately negotiated in theover-the-counter market and may be entered into as a bilateral contract (“OTC Swaps”) or centrally cleared (“Centrally Cleared Swaps”). Unlike Centrally Cleared Swaps, the Fund has credit exposure to the counterparties of OTC Swaps.
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32 | | Western Asset Investment Grade Defined Opportunity Trust Inc. 2019 Annual Report |
In a Centrally Cleared Swap, immediately following execution of the swap, the swap agreement is submitted to a clearinghouse or central counterparty (the “CCP”) and the CCP becomes the ultimate counterparty of the swap agreement. The Fund is required to interface with the CCP through a broker, acting in an agency capacity. All payments are settled with the CCP through the broker. Upon entering into a Centrally Cleared Swap, the Fund is required to deposit initial margin with the broker in the form of cash or securities.
Swap contracts aremarked-to-market daily and changes in value are recorded as unrealized appreciation (depreciation). The daily change in valuation of Centrally Cleared Swaps, if any, is recorded as a receivable or payable for variation margin on the Statement of Assets and Liabilities. Gains or losses are realized upon termination of the swap agreement. Collateral, in the form of restricted cash or securities, may be required to be held in segregated accounts with the Fund’s custodian in compliance with the terms of the swap contracts. Securities posted as collateral for swap contracts are identified in the Schedule of Investments and restricted cash, if any, is identified on the Statement of Assets and Liabilities. Risks may exceed amounts recorded in the Statement of Assets and Liabilities. These risks include changes in the returns of the underlying instruments, failure of the counterparties to perform under the contracts’ terms, and the possible lack of liquidity with respect to the swap agreements.
OTC swap payments received or made at the beginning of the measurement period are reflected as a premium or deposit, respectively, on the Statement of Assets and Liabilities. These upfront payments are amortized over the life of the swap and are recognized as realized gain or loss in the Statement of Operations. Net periodic payments received or paid by the Fund are recognized as a realized gain or loss in the Statement of Operations.
The Fund’s maximum exposure in the event of a defined credit event on a credit default swap to sell protection is the notional amount. As of November 30, 2019, the Fund did not hold any credit default swaps to sell protection.
For average notional amounts of swaps held during the year ended November 30, 2019, see Note 4.
Credit default swaps
The Fund enters into credit default swap (“CDS”) contracts for investment purposes, to manage its credit risk or to add leverage. CDS agreements involve one party making a stream of payments to another party in exchange for the right to receive a specified return in the event of a default by a third party, typically corporate or sovereign issuers, on a specified obligation, or in the event of a write-down, principal shortfall, interest shortfall or default of all or part of the referenced entities comprising a credit index. The Fund may use a CDS to provide protection against defaults of the issuers (i.e., to reduce risk where the Fund has exposure to an issuer) or to take an active long or short position with respect to the likelihood of a particular issuer’s default. As a seller of protection, the Fund generally
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Western Asset Investment Grade Defined Opportunity Trust Inc. 2019 Annual Report | | 33 |
Notes to financial statements(cont’d)
receives an upfront payment or a stream of payments throughout the term of the swap provided that there is no credit event. If the Fund is a seller of protection and a credit event occurs, as defined under the terms of that particular swap agreement, the maximum potential amount of future payments (undiscounted) that the Fund could be required to make under a credit default swap agreement would be an amount equal to the notional amount of the agreement. These amounts of potential payments will be partially offset by any recovery of values from the respective referenced obligations. As a seller of protection, the Fund effectively adds leverage to its portfolio because, in addition to its total net assets, the Fund is subject to investment exposure on the notional amount of the swap. As a buyer of protection, the Fund generally receives an amount up to the notional value of the swap if a credit event occurs.
Implied spreads are the theoretical prices a lender receives for credit default protection. When spreads rise, market perceived credit risk rises and when spreads fall, market perceived credit risk falls. The implied credit spread of a particular referenced entity reflects the cost of buying/selling protection and may include upfront payments required to enter into the agreement. Wider credit spreads and decreasing market values, when compared to the notional amount of the swap, represent a deterioration of the referenced entity’s credit soundness and a greater likelihood or risk of default or other credit event occurring as defined under the terms of the agreement. Credit spreads utilized in determining the period end market value of credit default swap agreements on corporate or sovereign issues are disclosed in the Schedule of Investments and serve as an indicator of the current status of the payment/performance risk and represent the likelihood or risk of default for credit derivatives. For credit default swap agreements on asset-backed securities and credit indices, the quoted market prices and resulting values, particularly in relation to the notional amount of the contract as well as the annual payment rate, serve as an indication of the current status of the payment/performance risk.
The Fund’s maximum risk of loss from counterparty risk, as the protection buyer, is the fair value of the contract (this risk is mitigated by the posting of collateral by the counterparty to the Fund to cover the Fund’s exposure to the counterparty). As the protection seller, the Fund’s maximum risk is the notional amount of the contract. Credit default swaps are considered to have credit risk-related contingent features since they require payment by the protection seller to the protection buyer upon the occurrence of a defined credit event.
Entering into a CDS agreement involves, to varying degrees, elements of credit, market and documentation risk in excess of the related amounts recognized on the Statement of Assets and Liabilities. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparty to the agreement may default on its obligation to perform or disagree as to the meaning of the contractual terms in the agreement, and that there will be unfavorable changes in net interest rates.
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34 | | Western Asset Investment Grade Defined Opportunity Trust Inc. 2019 Annual Report |
(e) Loan participations.The Fund may invest in loans arranged through private negotiation between one or more financial institutions. The Fund’s investment in any such loan may
be in the form of a participation in or an assignment of the loan. In connection with purchasing participations, the Fund generally will have no right to enforce compliance by the borrower with the terms of the loan agreement related to the loan, or any rights ofoff-set against the borrower and the Fund may not benefit directly from any collateral supporting the loan in which it has purchased the participation.
The Fund assumes the credit risk of the borrower, the lender that is selling the participation and any other persons interpositioned between the Fund and the borrower. In the event of the insolvency of the lender selling the participation, the Fund may be treated as a general creditor of the lender and may not benefit from anyoff-set between the lender and the borrower.
(f) Securities traded on a when-issued and delayed delivery basis.The Fund may trade securities on a when-issued or delayed delivery basis. In when-issued and delayed delivery transactions, the securities are purchased or sold by the Fund with payment and delivery taking place in the future in order to secure what is considered to be an advantageous price and yield to the Fund at the time of entering into the transaction.
Purchasing such securities involves risk of loss if the value of the securities declines prior to settlement. These securities are subject to market fluctuations and their current value is determined in the same manner as for other securities.
(g) Foreign currency translation.Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts based upon prevailing exchange rates on the date of valuation. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts based upon prevailing exchange rates on the respective dates of such transactions.
The Fund does not isolate that portion of the results of operations resulting from fluctuations in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments.
Net realized foreign exchange gains or losses arise from sales of foreign currencies, including gains and losses on forward foreign currency contracts, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the values of assets and liabilities, other than investments in securities, on the date of valuation, resulting from changes in exchange rates.
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Western Asset Investment Grade Defined Opportunity Trust Inc. 2019 Annual Report | | 35 |
Notes to financial statements (cont’d)
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of U.S. dollar denominated transactions as a result of,
among other factors, the possibility of lower levels of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability.
(h) Credit and market risk.The Fund invests in high-yield instruments that are subject to certain credit and market risks. The yields of high-yield obligations reflect, among other things, perceived credit and market risks. The Fund’s investments in securities rated below investment grade typically involve risks not associated with higher rated securities including, among others, greater risk related to timely and ultimate payment of interest and principal, greater market price volatility and less liquid secondary market trading.
(i) Foreign investment risks.The Fund’s investments in foreign securities may involve risks not present in domestic investments. Since securities may be denominated in foreign currencies, may require settlement in foreign currencies or pay interest or dividends in foreign currencies, changes in the relationship of these foreign currencies to the U.S. dollar can significantly affect the value of the investments and earnings of the Fund. Foreign investments may also subject the Fund to foreign government exchange restrictions, expropriation, taxation or other political, social or economic developments, all of which affect the market and/or credit risk of the investments.
(j) Counterparty risk and credit-risk-related contingent features of derivative instruments.The Fund may invest in certain securities or engage in other transactions, where the Fund is exposed to counterparty credit risk in addition to broader market risks. The Fund may invest in securities of issuers, which may also be considered counterparties as trading partners in other transactions. This may increase the risk of loss in the event of default or bankruptcy by the counterparty or if the counterparty otherwise fails to meet its contractual obligations. The Fund’s subadviser attempts to mitigate counterparty risk by (i) periodically assessing the creditworthiness of its trading partners, (ii) monitoring and/or limiting the amount of its net exposure to each individual counterparty based on its assessment and (iii) requiring collateral from the counterparty for certain transactions. Market events and changes in overall economic conditions may impact the assessment of such counterparty risk by the subadviser. In addition, declines in the values of underlying collateral received may expose the Fund to increased risk of loss.
With exchange traded and centrally cleared derivatives, there is less counterparty risk to the Fund since the exchange or clearinghouse, as counterparty to such instruments, guarantees against a possible default. The clearinghouse stands between the buyer and the seller of the contract; therefore, the credit risk is limited to failure of the clearinghouse. While offset rights may exist under applicable law, the Fund does not have a contractual right of offset against a clearing broker or clearinghouse in the event of a default of the clearing broker or clearinghouse.
The Fund has entered into master agreements, such as an International Swaps and Derivatives Association, Inc. Master Agreement (“ISDA Master Agreement”) or similar agreement, with certain of its derivative counterparties that governover-the-counter derivatives and
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36 | | Western Asset Investment Grade Defined Opportunity Trust Inc. 2019 Annual Report |
provide for general obligations, representations, agreements, collateral posting terms, netting provisions in the event of default or termination and credit related contingent features. The credit related contingent features include, but are not limited to, a percentage decrease in the Fund’s net assets or NAV over a specified period of time. If these credit related contingent features were triggered, the derivatives counterparty could terminate the positions and demand payment or require additional collateral.
Under an ISDA Master Agreement, the Fund may, under certain circumstances, offset with the counterparty certain derivative financial instruments’ payables and/or receivables with collateral held and/or posted and create one single net payment. However, absent an event of default by the counterparty or a termination of the agreement, the terms of the ISDA Master Agreements do not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the Fund and the applicable counterparty. The enforceability of the right to offset may vary by jurisdiction.
Collateral requirements differ by type of derivative. Collateral or margin requirements are set by the broker or exchange clearinghouse for exchange traded derivatives while collateral terms are contract specific forover-the-counter traded derivatives. Cash collateral that has been pledged to cover obligations of the Fund under derivative contracts, if any, will be reported separately in the Statement of Assets and Liabilities. Securities pledged as collateral, if any, for the same purpose are noted in the Schedule of Investments.
As of November 30, 2019, the Fund did not have any open OTC derivative transactions with credit related contingent features in a net liability position.
(k) Security transactions and investment income.Security transactions are accounted for on a trade date basis. Interest income (including interest income frompayment-in-kind securities), adjusted for amortization of premium and accretion of discount, is recorded on the accrual basis. Paydown gains and losses on mortgage- and asset-backed securities are recorded as adjustments to interest income. Dividend income is recorded on theex-dividend date. Foreign dividend income is recorded on theex-dividend date or as soon as practicable after the Fund determines the existence of a dividend declaration after exercising reasonable due diligence. The cost of investments sold is determined by use of the specific identification method. To the extent any issuer defaults or a credit event occurs that impacts the issuer, the Fund may halt any additional interest income accruals and consider the realizability of interest accrued up to the date of default or credit event.
(l) Distributions to shareholders.Distributions from net investment income of the Fund, if any, are declared quarterly and paid on a monthly basis. Shareholders will be informed of the tax characteristics of the distributions after the close of the fiscal year. Distributions of net realized gains, if any, are declared at least annually. Distributions to shareholders of the Fund are recorded on theex-dividend date and are determined in accordance with income tax regulations, which may differ from GAAP.
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Western Asset Investment Grade Defined Opportunity Trust Inc. 2019 Annual Report | | 37 |
Notes to financial statements(cont’d)
(m) Compensating balance arrangements.The Fund has an arrangement with its custodian bank whereby a portion of the custodian’s fees is paid indirectly by credits earned on the Fund’s cash on deposit with the bank.
(n) Federal and other taxes.It is the Fund’s policy to comply with the federal income and excise tax requirements of the Internal Revenue Code of 1986 (the “Code”), as amended, applicable to regulated investment companies. Accordingly, the Fund intends to distribute its taxable income and net realized gains, if any, to shareholders in accordance with timing requirements imposed by the Code. Therefore, no federal or state income tax provision is required in the Fund’s financial statements.
However, due to the timing of when distributions are made by the Fund, the Fund may be subject to an excise tax of 4% of the amount by which 98% of the Fund’s annual taxable income and 98.2% of net realized gains exceed the distributions from such taxable income and realized gains for the calendar year. The Fund paid $20,911 of federal excise taxes attributable to calendar year 2018 in March 2019.
Management has analyzed the Fund’s tax positions taken on income tax returns for all open tax years and has concluded that as of November 30, 2019, no provision for income tax is required in the Fund’s financial statements. The Fund’s federal and state income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue.
Under the applicable foreign tax laws, a withholding tax may be imposed on interest, dividends and capital gains at various rates.
(o) Reclassification.GAAP requires that certain components of net assets be reclassified to reflect permanent differences between financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share. During the current year, the following reclassifications have been made:
| | | | | | | | |
| | Total Distributable Earnings (Loss) | | | Paid-in Capital | |
(a) | | $ | 18,989 | | | $ | (18,989) | |
(a) Reclassifications are due to anon-deductible excise tax accrued by the Fund.
2. Investment management agreement and other transactions with affiliates
Legg Mason Partners Fund Advisor, LLC (“LMPFA”) is the Fund’s investment manager. Western Asset Management Company, LLC (“Western Asset”), Western Asset Management Company Pte. Ltd. (“Western Asset Singapore”), Western Asset Management Company Ltd (“Western Asset Japan”) and Western Asset Management Company Limited (“Western Asset London”) are the Fund’s subadvisers. LMPFA, Western Asset, Western Asset Singapore, Western Asset Japan and Western Asset London are wholly-owned subsidiaries of Legg Mason, Inc. (“Legg Mason”).
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38 | | Western Asset Investment Grade Defined Opportunity Trust Inc. 2019 Annual Report |
LMPFA provides administrative and certain oversight services to the Fund. The Fund pays LMPFA an investment management fee, calculated daily and paid monthly, at an annual rate of 0.65% of the Fund’s average daily net assets.
LMPFA delegates to Western Asset theday-to-day portfolio management of the Fund. Western Asset Singapore, Western Asset Japan and Western Asset London provide certain subadvisory services to the Fund relating to currency transactions and investments innon-U.S. dollar denominated debt securities. For its services, LMPFA pays Western Asset monthly 70% of the net management fee it receives from the Fund. In turn, Western Asset pays Western Asset Singapore, Western Asset Japan and Western Asset London a monthly subadvisory fee in an amount equal to 100% of the management fee paid to Western Asset on the assets that Western Asset allocates to each suchnon-U.S. subadviser to manage.
All officers and one Director of the Fund are employees of Legg Mason or its affiliates and do not receive compensation from the Fund.
3. Investments
During the year ended November 30, 2019, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) and U.S. Government & Agency Obligations were as follows:
| | | | | | | | |
| | Investments | | | U.S. Government & Agency Obligations | |
Purchases | | $ | 90,686,945 | | | $ | 30,173,310 | |
Sales | | | 89,484,716 | | | | 36,973,829 | |
At November 30, 2019, the aggregate cost of investments and the aggregate gross unrealized appreciation and depreciation of investments for federal income tax purposes were as follows:
| | | | | | | | | | | | | | | | |
| | Cost | | | Gross Unrealized Appreciation | | | Gross Unrealized Depreciation | | | Net Unrealized Appreciation | |
Securities | | $ | 206,104,353 | | | $ | 25,477,540 | | | $ | (3,074,374) | | | $ | 22,403,166 | |
Futures contracts | | | — | | | | 73,480 | | | | (14,810) | | | | 58,670 | |
4. Derivative instruments and hedging activities
Below is a table, grouped by derivative type, that provides information about the fair value and the location of derivatives within the Statement of Assets and Liabilities at November 30, 2019.
| | | | |
ASSET DERIVATIVES1 | |
| | Interest Rate Risk | |
Futures contracts2 | | $ | 73,480 | |
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Western Asset Investment Grade Defined Opportunity Trust Inc. 2019 Annual Report | | 39 |
Notes to financial statements (cont’d)
| | | | | | | | |
LIABILITY DERIVATIVES1 | |
| | | | | Interest Rate Risk | |
Futures contracts2 | | | | | | $ | 14,810 | |
1 | Generally, the balance sheet location for asset derivatives is receivables/net unrealized appreciation (depreciation) and for liability derivatives is payables/net unrealized appreciation (depreciation). |
2 | Includes cumulative appreciation (depreciation) of futures contracts as reported in the Schedule of Investments. Only variation margin is reported within the receivables and/or payables on the Statement of Assets and Liabilities. |
The following tables provide information about the effect of derivatives and hedging activities on the Fund’s Statement of Operations for the year ended November 30, 2019. The first table provides additional detail about the amounts and sources of gains (losses) realized on derivatives during the period. The second table provides additional information about the change in unrealized appreciation (depreciation) resulting from the Fund’s derivatives and hedging activities during the period.
| | | | | | | | | | | | | | | | |
AMOUNT OF REALIZED GAIN (LOSS) ON DERIVATIVES RECOGNIZED | |
| | Interest Rate Risk | | | Foreign Exchange Risk | | | Credit Risk | | | Total | |
Futures contracts | | $ | (2,430,847) | | | | — | | | | — | | | $ | (2,430,847) | |
Swap contracts | | | — | | | | — | | | $ | (1,258) | | | | (1,258) | |
Forward foreign currency contracts | | | — | | | $ | (82,132) | | | | — | | | | (82,132) | |
Total | | $ | (2,430,847) | | | $ | (82,132) | | | $ | (1,258) | | | $ | (2,514,237) | |
CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) ON DERIVATIVES RECOGNIZED | |
| | Interest Rate Risk | | | Foreign Exchange Risk | | | Credit Risk | | | Total | |
Futures contracts | | $ | 133,888 | | | | — | | | | — | | | $ | 133,888 | |
Swap contracts | | | — | | | | — | | | $ | 914 | | | | 914 | |
Forward foreign currency contracts | | | — | | | $ | 2,150 | | | | — | | | | 2,150 | |
Total | | $ | 133,888 | | | $ | 2,150 | | | $ | 914 | | | $ | 136,952 | |
During the year ended November 30, 2019, the volume of derivative activity for the Fund was as follows:
| | | | |
| | Average Market Value | |
Futures contracts (to buy) | | $ | 12,707,941 | |
Futures contracts (to sell) | | | 22,755,504 | |
Forward foreign currency contracts (to buy)† | | | 1,310,530 | |
| |
| | Average Notional Balance | |
Credit default swap contracts (to buy protection)† | | $ | 263,515 | |
† | At November 30, 2019, there were no open positions held in this derivative. |
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40 | | Western Asset Investment Grade Defined Opportunity Trust Inc. 2019 Annual Report |
5. Distributions subsequent to November 30, 2019
The following distributions have been declared by the Fund’s Board of Directors and are payable subsequent to the period end of this report:
| | | | | | | | |
Record Date | | Payable Date | | | Amount | |
11/22/2019 | | | 12/2/2019 | | | $ | 0.0850 | |
12/20/2019 | | | 12/31/2019 | | | $ | 0.0765 | * |
1/24/2020 | | | 2/3/2020 | | | $ | 0.0765 | |
2/21/2020 | | | 3/2/2020 | | | $ | 0.0765 | |
* | Distribution comprised of $0.03642 from income, $0.03210 from short-term capital gains and $0.00798 from long-term capital gains. |
6. Stock repurchase program
On November 16, 2015, the Fund announced that the Fund’s Board of Directors (the “Board”) had authorized the Fund to repurchase in the open market up to approximately 10% of the Fund’s outstanding common stock when the Fund’s shares are trading at a discount to net asset value. The Board has directed management of the Fund to repurchase shares of common stock at such times and in such amounts as management reasonably believes may enhance stockholder value. The Fund is under no obligation to purchase shares at any specific discount levels or in any specific amounts. During the year ended November 30, 2019, the Fund did not repurchase any shares.
7. Income tax information and distributions to shareholders
The tax character of distributions paid during the fiscal years ended November 30, was as follows:
| | | | | | | | |
| | 2019 | | | 2018 | |
Distributions paid from: | | | | | | | | |
Ordinary income | | $ | 10,899,208 | | | $ | 10,436,203 | |
Net long-term capital gains | | | 148,870 | | | | 603,421 | |
Total distributions paid | | $ | 11,048,078 | | | $ | 11,039,624 | |
As of November 30, 2019, the components of distributable earnings (loss) on a tax basis were as follows:
| | | | |
Undistributed ordinary income — net | | $ | 119,572 | |
Undistributed long-term capital gains — net | | | 86,427 | |
Total undistributed earnings | | $ | 205,999 | |
Other book/tax temporary differences(a) | | | (158,582) | |
Unrealized appreciation (depreciation)(b) | | | 22,450,842 | |
Total distributable earnings (loss) — net | | $ | 22,498,259 | |
| | |
Western Asset Investment Grade Defined Opportunity Trust Inc. 2019 Annual Report | | 41 |
Notes to financial statements (cont’d)
(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 certain futures contracts, the deferral of certain late year losses for tax purposes and book/tax differences in the timing of the deductibility of various expenses. |
(b) | The difference between book-basis andtax-basis unrealized appreciation (depreciation) is attributable to the tax deferral of losses on wash sales and the difference between book and tax amortization methods for premiums on fixed income securities. |
8. Recent accounting pronouncement
The Fund has adopted the disclosure provisions of the Financial Accounting Standards Board Accounting Standards UpdateNo. 2018-13,Fair Value Measurement (Topic 820)—Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement(“ASU2018-13”) which introduces new fair value disclosure requirements as well as eliminates and modifies certain existing fair value disclosure requirements. ASU2018-13 would be effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years; however, management has elected to early adopt ASU2018-13. The impact of the Fund’s adoption was limited to changes in the Fund’s financial statement disclosures regarding fair value, primarily those disclosures related to transfers between levels of the fair value hierarchy.
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42 | | Western Asset Investment Grade Defined Opportunity Trust Inc. 2019 Annual Report |
Report of independent registered public accounting firm
To the Board of Directors and Shareholders of Western Asset Investment Grade Defined Opportunity Trust Inc.
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Western Asset Investment Grade Defined Opportunity Trust Inc. (the “Fund”) as of November 30, 2019, the related statement of operations for the year ended November 30, 2019, the statement of changes in net assets for each of the two years in the period ended November 30, 2019, including the related notes, and the financial highlights for each of the three years in the period ended November 30, 2019 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of November 30, 2019, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended November 30, 2019 and the financial highlights for each of the three years in the period ended November 30, 2019 in conformity with accounting principles generally accepted in the United States of America.
The financial statements of the Fund as of and for the year ended November 30, 2016 and the financial highlights for each of the periods ended on or prior to November 30, 2016 (not presented herein, other than the financial highlights) were audited by other auditors whose report dated January 19, 2017 expressed an unqualified opinion on those financial statements and financial highlights.
Basis for Opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of November 30, 2019 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
/s/PricewaterhouseCoopers LLP
Baltimore, Maryland
January 22, 2020
We have served as the auditor of one or more investment companies in Legg Mason investment company group since at least 1973. We have not been able to determine the specific year we began serving as auditor.
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Western Asset Investment Grade Defined Opportunity Trust Inc. 2019 Annual Report | | 43 |
Board approval of management and subadvisory agreements(unaudited)
Background
The Investment Company Act of 1940, as amended (the “1940 Act”), requires that the Board of Directors (the “Board”) of Western Asset Investment Grade Defined Opportunity Trust Inc. (the “Fund”), including a majority of its members who are not considered to be “interested persons” under the 1940 Act (the “Independent Directors”) voting separately, approve on an annual basis the continuation of the investment management contract (the “Management Agreement”) with the Fund’s manager, Legg Mason Partners Fund Advisor, LLC (the “Manager”), and thesub-advisory agreements (individually, a“Sub-Advisory Agreement,” and collectively, the“Sub-Advisory Agreements”) with the Manager’s affiliates, Western Asset Management Company, LLC (“Western Asset”), Western Asset Management Company Pte. Ltd. in Singapore (“Western Asset Singapore”), Western Asset Management Company Ltd in Japan (“Western Asset Japan”) and Western Asset Management Company Limited in London (“Western Asset London”). Western Asset, Western Asset Singapore, Western Asset Japan, and Western Asset London collectively are hereinafter referred to as the“Sub-Advisers,” and Western Asset Singapore, Western Asset Japan, and Western Asset London collectively are hereinafter referred to as the“Non-U.S.Sub-Advisers.” At a meeting (the “Contract Renewal Meeting”) heldin-person on November 13 and 14, 2019, the Board, including the Independent Directors, considered and approved the continuation of each of the Management Agreement and theSub-Advisory Agreements for an additionalone-year period. To assist in its consideration of the renewal of each of the Management Agreement and theSub-Advisory Agreements, the Board received and considered a variety of information (together with the information provided at the Contract Renewal Meeting, the “Contract Renewal Information”) about the Manager and theSub-Advisers, as well as the management andsub-advisory arrangements for the Fund and the otherclosed-end funds in the same complex under the Board’s purview (the “Legg MasonClosed-end Funds”), certain portions of which are discussed below. A presentation made by the Manager and Western Asset to the Board at the Contract Renewal Meeting in connection with the Board’s evaluation of each of the Management Agreement and theSub-Advisory Agreements encompassed the Fund and other Legg MasonClosed-end Funds. In addition to the Contract Renewal Information, the Board received performance and other information throughout the year related to the respective services rendered by the Manager and theSub-Advisers to the Fund. The Board’s evaluation took into account the information received throughout the year and also reflected the knowledge and familiarity gained as members of the Boards of the Fund and other Legg MasonClosed-end Funds with respect to the services provided to the Fund by the Manager and theSub-Advisers.
At a meeting held by conference call on October 10, 2019, the Independent Directors in preparation for the Contract Renewal Meeting met in a private session with their independent legal counsel to review the Contract Renewal Information concerning the Legg MasonClosed-end Funds, including the Fund, received to date. No representatives of the Manager or theSub-Adviser participated in this meeting. The discussion below reflects all of these reviews.
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44 | | Western Asset Investment Grade Defined Opportunity Trust Inc. |
The Manager provides the Fund with investment advisory and administrative services pursuant to the Management Agreement and theSub-Advisers together provide, or in the case of theNon-U.S.Sub-Advisers help to provide, the Fund with certain investmentsub-advisory services pursuant to theSub-Advisory Agreements. The discussion below covers both the advisory and administrative functions being rendered by the Manager, each such function being encompassed by the Management Agreement, and the investmentsub-advisory functions being rendered by theSub-Advisers.
Board Approval of Management Agreement andSub-Advisory Agreements
In its deliberations regarding the renewal of each of the Management Agreement and theSub-Advisory Agreements, the Board, including the Independent Directors, considered various factors, including those described below.
Nature, Extent and Quality of the Services under the Management Agreement andSub-Advisory Agreements
The Board received and considered Contract Renewal Information regarding the nature, extent, and quality of services provided to the Fund by the Manager and theSub-Advisers under the Management Agreement and theSub-Advisory Agreements, respectively, during the past year. The Board also reviewed Contract Renewal Information regarding the Fund’s compliance policies and procedures established pursuant to the 1940 Act.
The Board reviewed the qualifications, backgrounds, and responsibilities of the Fund’s senior personnel and the portfolio management team primarily responsible for theday-to-day portfolio management of the Fund. The Board also considered, based on its knowledge of the Manager and its affiliates, the Contract Renewal Information and the Board’s discussions with the Manager and Western Asset at the Contract Renewal Meeting, the general reputation and investment performance records of the Manager, Western Asset and their affiliates and the financial resources available to the corporate parent of the Manager and theSub-Advisers, Legg Mason, Inc. (“Legg Mason”), to support their activities in respect of the Fund and the other Legg MasonClosed-end Funds.
The Board considered the responsibilities of the Manager and theSub-Advisers under the Management Agreement and theSub-Advisory Agreements, respectively, including the Manager’s coordination and oversight of the services provided to the Fund by theSub-Advisers and other fund service providers and Western Asset’s coordination and oversight of the services provided to the Fund by theNon-U.S.Sub-Advisers. The Management Agreement permits the Manager to delegate certain of its responsibilities, including its
| | |
Western Asset Investment Grade Defined Opportunity Trust Inc. | | 45 |
Board approval of management and subadvisory agreements(unaudited) (cont’d)
investment advisory duties thereunder, provided that the Manager, in each case, will supervise the activities of the delegee. Pursuant to this provision of the Management Agreement, the Manager does not provideday-to-day portfolio management services to the Fund. Rather, portfolio management services for the Fund are provided by Western Asset pursuant to theSub-Advisory Agreement (the “Western AssetSub-Advisory Agreement”) between the Manager and Western Asset. The Western AssetSub-Advisory Agreement permits Western Asset to delegate certain of its responsibilities, including its investmentsub-advisory duties thereunder, provided that Western Asset, in each case, will supervise the activities of the delegee. Pursuant to this provision of the Western AssetSub-Advisory Agreement, eachNon-U.S.Sub-Adviser helps to provide certain investmentsub-advisory services to the Fund pursuant to a separateSub-Advisory Agreement with Western Asset.
In reaching its determinations regarding continuation of the Management Agreement and theSub-Advisory Agreements, the Board took into account that Fund stockholders, in pursuing their investment goals and objectives, likely purchased their shares of the Fund based upon the reputation and the investment style, philosophy and strategy of the Manager and Western Asset, as well as the resources available to the Manager and theSub-Advisers.
The Board concluded that, overall, the nature, extent, and quality of the management and other services provided to the Fund under the Management Agreement and theSub-Advisory Agreements have been satisfactory under the circumstances.
Fund Performance
The Board received and considered information regarding Fund performance, including information and analyses (the “Broadridge Performance Information”) for the Fund, as well as for a group of comparable funds (the “Performance Universe”) selected by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent provider of investment company data. The Board was provided with a description of the methodology Broadridge used to determine the similarity of the Fund with the funds included in the Performance Universe. The Performance Universe included the Fund and allnon-leveragedBBB-rated corporate debtclosed-end funds, as classified by Broadridge, regardless of asset size. The Performance Universe consisted of six funds, including the Fund, for each of the1-,3- and5-year periods ended June 30, 2019. The Board noted that it had received and discussed with the Manager and Western Asset information throughout the year at periodic intervals comparing the Fund’s performance against its benchmark and its peer funds as selected by Broadridge.
The Broadridge Performance Information comparing the Fund’s performance to that of the Performance Universe based on net asset value per share showed, among other things, that, among the funds in the Performance Universe, the Fund’s performance was ranked first (first being best in these performance rankings) for the1-year period ended June 30, 2019; second for the3-year period ended on such date; and third for the5-year period ended on such date. The Fund’s performance was above the median performance of the Performance
| | |
46 | | Western Asset Investment Grade Defined Opportunity Trust Inc. |
Universe for each of the1-,3-, and5-year periods. In reviewing the Fund’s performance, the Manager noted that an investment objective of the Fund is to provide current income and to liquidate and distribute its assets to shareholders on or about December 2, 2024. The Manager noted differences in the investment objective and investment strategies of the Fund and those of other Performance Universe funds and expressed its view that the Fund’s performance relative to the Performance Universe was in line with the Manager’s expectations in view of these differences. The Board considered that the small size of the Performance Universe and the Fund’s particular investment objective made meaningful performance comparisons difficult. In addition to the Fund’s performance relative to the Performance Universe, the Board considered the Fund’s performance in absolute terms and the Fund’s performance relative to its benchmark. On a net asset value basis, the Fund outperformed its benchmark for each of the1-,3-, and5-year periods ended June 30, 2019.
Based on the reviews and discussions of Fund performance and considering other relevant factors, including those noted above, the Board concluded, under the circumstances, that continuation of the Management Agreement and theSub-Advisory Agreements for an additionalone-year period would be consistent with the interests of the Fund and its stockholders, especially in view of the Fund’s longer term performance.
Management andSub-Advisory Fees and Expense Ratios
The Board reviewed and considered the management fee (the “Management Fee”) payable by the Fund to the Manager under the Management Agreement and thesub-advisory fees (the“Sub-Advisory Fees”) payable by the Manager and Western Asset, as applicable, to theSub-Advisers under theSub-Advisory Agreements in view of the nature, extent and overall quality of the management, investment advisory and other services provided by the Manager and theSub-Advisers. The Board noted that theSub-Advisory Fees payable to Western Asset under the Western AssetSub-Advisory Agreement are paid by the Manager, not the Fund, and, accordingly, that the retention of Western Asset does not increase the fees or expenses otherwise incurred by the Fund’s shareholders. Similarly, the Board noted that theSub-Advisory Fees payable to each of theNon-U.S.Sub-Advisers under itsSub-Advisory Agreement with Western Asset are paid by Western Asset, not the Fund, and, accordingly, that the retention of suchNon-U.S.Sub-Adviser does not increase the fees or expenses otherwise incurred by the Fund’s stockholders.
Additionally, the Board received and considered information and analyses prepared by Broadridge (the “Broadridge Expense Information”) comparing the Management Fee and the Fund’s overall expenses with those of funds in an expense universe (the “Expense Universe”) selected and provided by Broadridge. The comparison was based upon the constituent funds’ latest fiscal years. The Expense Universe consisted of the Fund and four othernon-leveragedBBB-rated corporate debtclosed-end funds, as classified by Broadridge.
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Western Asset Investment Grade Defined Opportunity Trust Inc. | | 47 |
Board approval of management and subadvisory agreements(unaudited) (cont’d)
The Broadridge Expense Information, comparing the Management Fee as well as the Fund’s actual total expenses to the Fund’s Expense Universe, showed, among other things, that the Management Fee on a contractual basis was ranked fifth (first being lowest and, therefore, best in these expense component rankings) among the five funds in the Expense Universe. The Fund’s actual Management Fee (i.e., giving effect to any voluntary fee waivers implemented by the Manager with respect to the Fund and by the managers of the other Expense Group funds) also was ranked fifth among the funds in the Expense Universe. The Broadridge Expense Information further showed that the Fund’s actual total expenses ranked fifth among the Expense Universe funds. Each of the Fund’s foregoing expense components was above the Expense Group median for that expense component. In reviewing the Broadridge Expense Information comparisons of the Fund’s expenses, the Manager noted that the small number of funds in the Expense Group made meaningful expense comparisons difficult.
The Board also reviewed Contract Renewal Information regarding fees charged by the Manager to other U.S. clients investing primarily in an asset class similar to that of the Fund, including, where applicable, institutional and separate accounts. The Board was advised that the fees paid by such institutional, separate account and other clients (collectively, “institutional clients”) generally are lower, and may be significantly lower, than the Management Fee. The Contract Renewal Information generally attributed the fee differential to differences in the scope of services provided to the Fund and to institutional clients. Among other things, institutional clients have fewer compliance, administration and other needs than the Fund and the Fund is subject not only to heightened regulatory requirements relative to institutional clients but also to requirements for listing on the New York Stock Exchange. The Contract Renewal Information noted further that the Fund is provided with administrative services, office facilities, Fund officers (including the Fund’s chief executive, chief financial and chief compliance officers), and that the Manager coordinates and oversees the provision of services to the Fund by other fund service providers. The Contract Renewal Information included information regarding management fees paid byopen-end mutual funds in the same complex (the “Legg MasonOpen-end Funds”) and such information indicated that the management fees paid by the Legg MasonClosed-end Funds generally were higher than those paid by the Legg MasonOpen-end Funds. The Contract Renewal Information noted that the Legg MasonClosed-end Funds typically incur expenses that usually are not incurred by the Legg MasonOpen-end Funds such as those related to the annual stockholder meeting, compliance with securities exchange listing requirements and the management and monitoring of leverage. The Board considered the fee comparisons in view of the different services provided in managing these other types of clients and funds.
Taking all of the above into consideration, the Board determined that the Management Fee and theSub-Advisory Fees were reasonable in view of the nature, extent and overall quality of the management, investment advisory and other services provided to the Fund by the Manager and theSub-Advisers under the Management Agreement and theSub-Advisory Agreements, respectively.
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48 | | Western Asset Investment Grade Defined Opportunity Trust Inc. |
Manager Profitability
The Board, as part of the Contract Renewal Information, received an analysis of the profitability to the Manager and its affiliates in providing services to the Fund for the Manager’s fiscal years ended March 31, 2018 and March 31, 2019. The Board also received profitability information with respect to the Legg Mason fund complex as a whole. In addition, the Board received Contract Renewal Information with respect to the Manager’s revenue and cost allocation methodologies used in preparing such profitability data. The profitability to each of theSub-Advisers was not considered to be a material factor in the Board’s considerations since Western Asset’sSub-Advisory Fees are paid by the Manager, not the Fund, and theSub-Advisory Fees for theNon-U.S.Sub-Advisers are paid by Western Asset, not the Fund. The profitability analysis presented to the Board as part of the Contract Renewal Information indicated that thepre-tax profitability of the Fund to the Manager had decreased in fiscal year 2019 from the level in fiscal year 2018 and remained at a level that the Board did not consider to be excessive in view of judicial guidance and the nature, extent and overall quality of the investment advisory and other services provided to the Fund.
Economies of Scale
The Board received and discussed Contract Renewal Information concerning whether the Manager realizes economies of scale if the Fund’s assets grow. The Board noted that because the Fund is aclosed-end fund with no current plans to seek additional assets beyond maintaining its dividend reinvestment plan, any significant growth in its assets generally will occur through appreciation in the value of the Fund’s investment portfolio, rather than sales of additional shares in the Fund. The Board determined that the Management Fee structure, which incorporates no breakpoints reducing the Management Fee at specified increased asset levels, was appropriate under the circumstances.
Other Benefits to the Manager and theSub-Advisers
The Board considered other benefits received by the Manager, theSub-Advisers and their affiliates as a result of their relationship with the Fund and did not regard such benefits as excessive.
* * * * * *
In light of all of the foregoing and other relevant factors, the Board determined, under the circumstances, that continuation of the Management Agreement and theSub-Advisory Agreements would be consistent with the interests of the Fund and its stockholders and unanimously voted to continue each Agreement for an additionalone-year period. No single
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Western Asset Investment Grade Defined Opportunity Trust Inc. | | 49 |
Board approval of management and subadvisory agreements(unaudited) (cont’d)
factor reviewed by the Board was identified by the Board as the principal factor in determining whether to approve continuation of the Management Agreement and theSub-Advisory Agreements, and each Board member may have attributed different weights to the various factors. The Independent Directors were advised by separate independent legal counsel throughout the process. Prior to the Contract Renewal Meeting, the Board received a memorandum prepared by the Manager discussing its responsibilities in connection with its consideration of the continuation of the Management Agreement and theSub-Advisory Agreements as part of the Contract Renewal Information and the Independent Directors separately received a memorandum discussing such responsibilities from their independent legal counsel. Prior to voting, the Independent Directors also discussed the proposed continuation of the Management Agreement and theSub-Advisory Agreements in private sessions with their independent legal counsel at which no representatives of the Manager or anySub-Adviser were present.
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50 | | Western Asset Investment Grade Defined Opportunity Trust Inc. |
Additional information(unaudited)
Information about Directors and Officers
The business and affairs of Western Asset Investment Grade Defined Opportunity Trust Inc. (the “Fund”) are conducted by management under the supervision and subject to the direction of its Board of Directors. The business address of each Director is c/o Jane Trust, Legg Mason, 100 International Drive, 11th Floor, Baltimore, Maryland 21202. Information pertaining to the Directors and officers of the Fund is set forth below.
The Fund’s annual proxy statement includes additional information about Directors and is available, without charge, upon request by calling the Fund at1-888-777-0102.
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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 office1and 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) | | 24 |
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 office1and length of time served | | Since 2009 |
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) | | 24 |
Other board memberships held by Director during the past five years | | None |
| | |
Western Asset Investment Grade Defined Opportunity Trust Inc. | | 51 |
Additional information(unaudited) (cont’d)
Information about Directors and Officers
| | |
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 office1and length of time served | | Since 2009 |
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) | | 24 |
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 office1and length of time served | | Since 2009 |
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) | | 24 |
Other board memberships held by Director during the past five years | | None |
|
William R. Hutchinson |
| |
Year of birth | | 1942 |
Position(s) held with Fund1 | | Lead Independent Director and Member of Nominating, Audit, Compensation and Pricing and Valuation Committees, Class II |
Term of office1and length of time served | | Since 2009 |
Principal occupation(s) during the past five years | | President, W.R. Hutchinson & Associates Inc. (consulting) (since 2001) |
Number of portfolios in fund complex overseen by Director (including the Fund) | | 24 |
Other board memberships held by Director during the past five years | | Director(Non-Executive Chairman of the Board (since December 1, 2009)), Associated Banc Corp. (banking) (since 1994) |
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52 | | Western Asset Investment Grade Defined Opportunity Trust Inc. |
| | |
Independent Directors†(cont’d) |
|
Eileen A. Kamerick |
| |
Year of birth | | 1958 |
Position(s) held with Fund1 | | Director and Member of Nominating, Compensation and Pricing and Valuation Committees, and Chair of Audit Committee, Class III |
Term of office1and length of time served | | Since 2013 |
Principal occupation(s) during the past five years | | National Association of Corporate Directors Board Leadership Fellow and financial expert (since 2016); Adjunct Professor, The University of Chicago Law School (since 2018); Adjunct Professor, Washington University in St. Louis and University of Iowa law schools (since 2007); formerly, Senior Advisor to the Chief Executive Officer and Executive Vice President and Chief Financial Officer of ConnectWise, Inc. (software and services company) (2015 to 2016); Chief Financial Officer, Press Ganey Associates (health care informatics company) (2012 to 2014); Managing Director and Chief Financial Officer, Houlihan Lokey (international investment bank) (2010 to 2012) |
Number of portfolios in fund complex overseen by Director (including the Fund) | | 24 |
Other board memberships held by Director during the past five years | | Trustee of AIG Funds and Anchor Series Trust (since 2018); Hochschild Mining plc (precious metals company) (since 2016); Director of Associated Banc-Corp (financial services company) (since 2007); Westell Technologies, Inc. (technology company) (2003 to 2016) |
|
Nisha Kumar |
| |
Year of birth | | 1970 |
Position(s) held with Fund1 | | Director and Member of Nominating, Audit, Compensation and Pricing and Valuation Committees, Class II |
Term of office1and length of time served | | Since 2019 |
Principal occupation(s) during the past five years | | Managing Director and the Chief Financial Officer and Chief Compliance Officer of Greenbriar Equity Group, LP (since 2011); 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) | | 24 |
Other board memberships held by Director during the past five years | | Director of the India Fund, Inc. (since 2016); GB Flow Investment LLC; EDAC Technologies Corp.; Nordco Holdings, LLC; and SEKO Global Logistics Network, LLC; formerly, Director of Aberdeen Income Credit Strategies Fund (2017 to 2018); Director of The Asia Tigers Fund, Inc. (2016 to 2018) |
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Western Asset Investment Grade Defined Opportunity Trust Inc. | | 53 |
Additional information(unaudited) (cont’d)
Information about Directors and Officers
| | |
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 office1and length of time served | | Since 2015 |
Principal occupation(s) during the past five years | | Senior Managing Director of Legg Mason & Co., LLC (“Legg Mason & Co.”) (since 2018); Managing Director of Legg Mason & Co. (2016 to 2018); Officer and/or Trustee/Director of 145 funds associated with Legg Mason Partners Fund Advisor, LLC (“LMPFA”) or its affiliates (since 2015); President and Chief Executive Officer of LMPFA (since 2015); formerly, Senior Vice President of LMPFA (2015); Director of ClearBridge, LLC (formerly, Legg Mason Capital Management, LLC) (2007 to 2014); Managing Director of Legg Mason Investment Counsel & Trust Co. (2000 to 2007) |
Number of portfolios in fund complex overseen by Director (including the Fund) | | 142 |
Other board memberships held by Director during the past five years | | None |
| | |
Additional Officers |
|
Todd F. Kuehl Legg Mason 100 International Drive, 9th Floor, Baltimore, MD 21202 |
| |
Year of birth | | 1969 |
Position(s) held with Fund1 | | Chief Compliance Officer |
Term of office1and length of time served | | Since 2017 |
Principal occupation(s) during the past five years | | Managing Director of Legg Mason & Co. (since 2011); Chief Compliance Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2006); formerly, Chief Compliance Officer of Legg Mason Private Portfolio Group (prior to 2010); formerly, Branch Chief, Division of Investment Management, U.S. Securities and Exchange Commission (2002 to 2006) |
|
Jenna Bailey Legg Mason 100 First Stamford Place, 5th Floor, Stamford, CT 06902 |
| |
Year of birth | | 1978 |
| |
Position(s) held with Fund1 | | Identity Theft Prevention Officer |
| |
Term of office1and length of time served | | Since 2015 |
Principal occupation(s) during the past five years | | Identity Theft Prevention Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2015); Compliance Officer of Legg Mason & Co. (since 2013); Assistant Vice President of Legg Mason & Co. (since 2011); formerly, Associate Compliance Officer of Legg Mason & Co. (2011 to 2013) |
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54 | | Western Asset Investment Grade Defined Opportunity Trust Inc. |
| | |
Additional Officers (cont’d) |
|
Robert I. Frenkel
Legg Mason 100First Stamford Place, 6th Floor, Stamford, CT 06902 |
| |
Year of birth | | 1954 |
Position(s) held with Fund1 | | Secretary and Chief Legal Officer |
Term of office1and length of time served | | Since 2009 |
Principal occupation(s) during the past five years | | Vice President and Deputy General Counsel of Legg Mason, Inc. (since 2006); Managing Director and General Counsel — U.S. Mutual Funds for Legg Mason & Co. (since 2006) and Legg Mason & Co. predecessors (since 1994); Secretary and Chief Legal Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2006) and Legg Mason & Co. predecessors (prior to 2006) |
|
Thomas C. Mandia Legg Mason 100 First Stamford Place, 6th Floor, Stamford, CT 06902 |
| |
Year of birth | | 1962 |
Position(s) held with Fund1 | | Assistant Secretary |
Term of office1and length of time served | | Since 2009 |
Principal occupation(s) during the past five years | | Managing Director and Deputy General Counsel of Legg Mason & Co. (since 2005) and Legg Mason & Co. predecessors (prior to 2005); Secretary of LMPFA (since 2006); Assistant Secretary of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2006) and Legg Mason & Co. predecessors (prior to 2006); Secretary of LM Asset Services, LLC (“LMAS”) (since 2002) and Legg Mason Fund Asset Management, Inc. (“LMFAM”) (since 2013) (formerly registered investment advisers) |
|
Christopher Berarducci* Legg Mason 620 Eighth Avenue, 49th Floor, New York, NY 10018 |
| |
Year of birth | | 1974 |
Position(s) held with Fund1 | | Treasurer and Principal Financial Officer |
Term of office1and length of time served | | Since 2019 |
Principal occupation(s) during the past five years | | Treasurer (since 2010) and Principal Financial Officer (since 2019) of certain mutual funds associated with Legg Mason & Co. or its affiliates; Director of Legg Mason & Co. (since 2015); formerly, Vice President of Legg Mason & Co. (2011 to 2015); Assistant Controller of certain mutual funds associated with Legg Mason & Co. or its affiliates (prior to 2010) |
| | |
Western Asset Investment Grade Defined Opportunity Trust Inc. | | 55 |
Additional information(unaudited)(cont’d)
Information about Directors and Officers
| | |
Additional Officers (cont’d) |
|
Jeanne M. Kelly
Legg Mason 620 Eighth Avenue, 49th Floor, New York, NY 10018 |
| |
Year of birth | | 1951 |
Position(s) held with Fund1 | | Senior Vice President |
Term of office1and length of time served | | Since 2009 |
Principal occupation(s) during the past five years | | Senior Vice President of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2007); Senior Vice President of LMPFA (since 2006); President and Chief Executive Officer of LMAS and LMFAM (since 2015); Managing Director of Legg Mason & Co. (since 2005) and Legg Mason & Co. predecessors (prior to 2005); formerly, Senior Vice President of LMFAM (2013 to 2015) |
† | Directors who are not “interested persons” of the Fund within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”). |
* | Effective September 27, 2019, Mr. Berarducci became Treasurer and Principal Financial Officer. |
1 | The Fund’s Board of Directors is divided into three classes: Class I, Class II and Class III. The terms of office of the Class I, II and III Directors expire at the Annual Meetings of Stockholders in the year 2022, year 2020 and year 2021, respectively, or thereafter in each case when their respective successors are duly elected and qualified. The Fund’s executive officers are chosen each year, to hold office until their successors are duly elected and qualified. |
2 | Ms. Trust is an “interested person” of the Fund as defined in the 1940 Act because Ms. Trust is an officer of LMPFA and certain of its affiliates. |
| | |
56 | | Western Asset Investment Grade Defined Opportunity Trust Inc. |
Annual chief executive officer and principal financial officer certifications(unaudited)
The Fund’s Chief Executive Officer (“CEO”) has submitted to the NYSE the required annual certification and the Fund also has included the Certifications of the Fund’s CEO and Principal Financial Officer required by Section 302 of the Sarbanes-Oxley Act in the Fund’s FormN-CSR filed with the SEC for the period of this report.
| | |
Western Asset Investment Grade Defined Opportunity Trust Inc. | | 57 |
Other shareholder communications regarding accounting
matters(unaudited)
The Fund’s Audit Committee has established guidelines and procedures regarding the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters (collectively, “Accounting Matters”). Persons with complaints or concerns regarding Accounting Matters may submit their complaints to the Chief Compliance Officer (“CCO”). Persons who are uncomfortable submitting complaints to the CCO, including complaints involving the CCO, may submit complaints directly to the Fund’s Audit Committee Chair. Complaints may be submitted on an anonymous basis.
The CCO may be contacted at:
Legg Mason & Co., LLC
Compliance Department
620 Eighth Avenue, 49th Floor
New York, New York 10018
Complaints may also be submitted by telephone at1-800-742-5274. Complaints submitted through this number will be received by the CCO.
| | |
58 | | Western Asset Investment Grade Defined Opportunity Trust Inc. |
Dividend reinvestment plan(unaudited)
Unless you elect to receive distributions in cash (i.e.,opt-out), all dividends, including any capital gain dividends and return of capital distributions, on your Common Stock will be automatically reinvested by Computershare Trust Company, N.A., as agent for the stockholders (the “Plan Agent”), in additional shares of Common Stock under the Fund’s Dividend Reinvestment Plan (the “Plan”). You may elect not to participate in the Plan by contacting the Plan Agent. If you do not participate, you will receive all cash distributions paid by check mailed directly to you by Computershare Trust Company, N.A., as dividend paying agent.
If you participate in the Plan, the number of shares of Common Stock you will receive will be determined as follows:
(1) If the market price of the Common Stock (plus $0.03 per share commission) on the payment date (or, if the payment date is not a NYSE trading day, the immediately preceding trading day) is equal to or exceeds the net asset value per share of the Common Stock at the close of trading on the NYSE on the payment date, the Fund will issue new Common Stock at a price equal to the greater of (a) the net asset value per share at the close of trading on the NYSE on the payment date or (b) 95% of the market price per share of the Common Stock on the payment date.
(2) If the net asset value per share of the Common Stock exceeds the market price of the Common Stock (plus $0.03 per share commission) at the close of trading on the NYSE on the payment date, the Plan Agent will receive the dividend or distribution in cash and will buy Common Stock in the open market, on the NYSE or elsewhere, for your account as soon as practicable commencing on the trading day following the payment date and terminating no later than the earlier of (a) 30 days after the dividend or distribution payment date, or (b) the payment date for the next succeeding dividend or distribution to be made to the stockholders; except when necessary to comply with applicable provisions of the federal securities laws. If during this period: (i) the market price (plus $0.03 per share commission) rises so that it equals or exceeds the net asset value per share of the Common Stock at the close of trading on the NYSE on the payment date before the Plan Agent has completed the open market purchases or (ii) if the Plan Agent is unable to invest the full amount eligible to be reinvested in open market purchases, the Plan Agent will cease purchasing Common Stock in the open market and the Fund shall issue the remaining Common Stock at a price per share equal to the greater of (a) the net asset value per share at the close of trading on the NYSE on the day prior to the issuance of shares for reinvestment or (b) 95% of the then current market price per share.
Common Stock in your account will be held by the Plan Agent innon-certificated form. Any proxy you receive will include all shares of Common Stock you have received under the Plan. You may withdraw from the Plan (i.e.,opt-out) by notifying the Plan Agent in writing at 462 South 4th Street, Suite 1600, Louisville, KY 40202 or by calling the Plan Agent at
1-888-888-0151. Such withdrawal will be effective immediately if notice is received by the Plan Agent not less than ten business days prior to any dividend or distribution record date; otherwise such withdrawal will be effective as soon as practicable after the Plan Agent’s investment of the most recently declared dividend or distribution on the Common Stock.
| | |
Western Asset Investment Grade Defined Opportunity Trust Inc. | | 59 |
Dividend reinvestment plan(unaudited) (cont’d)
Plan participants who sell their shares will be charged a service charge (currently $5.00 per transaction) and the Plan Agent is authorized to deduct brokerage charges actually incurred from the proceeds (currently $0.05 per share commission). There is no service charge for reinvestment of your dividends or distributions in Common Stock. However, all participants will pay a pro rata share of brokerage commissions incurred by the Plan Agent when it makes open market purchases. Because all dividends and distributions will be automatically reinvested in additional shares of Common Stock, this allows you to add to your investment through dollar cost averaging, which may lower the average cost of your Common Stock over time. Dollar cost averaging is a technique for lowering the average cost per share over time if the Fund’s net asset value declines. While dollar cost averaging has definite advantages, it cannot assure profit or protect against loss in declining markets.
Automatically reinvesting dividends and distributions does not mean that you do not have to pay income taxes due upon receiving dividends and distributions. Investors will be subject to income tax on amounts reinvested under the Plan.
The Fund reserves the right to amend or terminate the Plan if, in the judgment of the Board of Directors, the change is warranted. The Plan may be terminated, amended or supplemented by the Fund upon notice in writing mailed to stockholders at least 30 days prior to the record date for the payment of any dividend or distribution by the Fund for which the termination or amendment is to be effective. Upon any termination, you will be sent cash for any fractional share of Common Stock in your account. You may elect to notify the Plan Agent in advance of such termination to have the Plan Agent sell part or all of your Common Stock on your behalf. Additional information about the Plan and your account may be obtained from the Plan Agent at 462 South 4th Street, Suite 1600, Louisville, KY 40202 or by calling the Plan Agent at1-888-888-0151.
| | |
60 | | Western Asset Investment Grade Defined Opportunity Trust Inc. |
Important tax information(unaudited)
The following information is provided with respect to the distributions paid during the taxable year ended November 30, 2019:
| | | | | | | | |
Record date: | | | 12/21/2018 | | | | Monthly | |
Payable date: | | | 12/31/2018 | | |
| January 2019 through November 2019 | |
Ordinary Income: | | | | | | | | |
Qualified Dividend Income for Individuals | | | 4.02% | | | | 3.81% | |
Dividends Qualifying for the Dividends | | | | | | | | |
Received Deduction for Corporations | | | 3.67% | | | | 3.46% | |
Qualified Interest Income Percentage* | | | 70.00% | | | | 60.00% | |
Long-Term Capital Gain Dividend | | | $0.013749 | | | | — | |
Qualified Short-Term Capital Gain Dividend** | | | $0.065827 | | | | — | |
* | Represents the ordinary income distribution that is eligible for exemption from U.S. withholding tax for nonresident aliens and foreign corporations. |
** | Qualified Short-Term Capital Gain dividend is eligible for exemption from U.S. withholding tax for nonresident shareholders and foreign corporations. |
| | |
Western Asset Investment Grade Defined Opportunity Trust Inc. | | 61 |
Western Asset
Investment Grade Defined Opportunity Trust Inc.
Directors
Robert D. Agdern
Carol L. Colman
Daniel P. Cronin
Paolo M. Cucchi
William R. Hutchinson
Eileen A. Kamerick
Nisha Kumar
Jane Trust
Chairman
Officers
Jane Trust
President and Chief Executive Officer
Christopher Berarducci*
Treasurer and Principal Financial Officer
Todd F. Kuehl
Chief Compliance Officer
Jenna Bailey
Identity Theft Prevention Officer
Robert I. Frenkel
Secretary and Chief Legal Officer
Thomas C. Mandia
Assistant Secretary
Jeanne M. Kelly
Senior Vice President
* | Effective September 27, 2019, Mr. Berarducci became Treasurer and Principal Financial Officer. |
Western Asset
Investment Grade Defined Opportunity Trust Inc.
620 Eighth Avenue
49th Floor
New York, NY 10018
Investment manager
Legg Mason Partners Fund Advisor, LLC
Subadvisers
Western Asset Management Company, LLC
Western Asset Management Company Limited
Western Asset Management Company Ltd
Western Asset Management Company Pte. Ltd.
Custodian
The Bank of New York Mellon
Transfer agent
Computershare Inc.
462 South 4th Street, Suite 1600
Louisville, KY 40202
Independent registered
public accounting firm
PricewaterhouseCoopers LLP
Baltimore, MD
Legal counsel
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017
New York Stock
Exchange Symbol
IGI
Legg Mason Funds Privacy and Security Notice
Your Privacy and the Security of Your Personal Information is Very Important to the Legg Mason Funds
This Privacy and Security Notice (the “Privacy Notice”) addresses the Legg Mason Funds’ privacy and data protection practices with respect to nonpublic personal information the Funds receive. The Legg Mason Funds include any funds sold by the Funds’ distributor, Legg Mason Investor Services, LLC, as well as Legg Mason-sponsoredclosed-end funds. The provisions of this Privacy Notice apply to your information both while you are a shareholder and after you are no longer invested with the Funds.
The Type of Nonpublic Personal Information the Funds Collect About You
The Funds collect and maintain nonpublic personal information about you in connection with your shareholder account. Such information may include, but is not limited to:
• | | Personal information included on applications or other forms; |
• | | Account balances, transactions, and mutual fund holdings and positions; |
• | | Bank account information, legal documents, and identity verification documentation; |
• | | Online account access user IDs, passwords, security challenge question responses; and |
• | | Information received from consumer reporting agencies regarding credit history and creditworthiness (such as the amount of an individual’s total debt, payment history, etc.). |
How the Funds Use Nonpublic Personal Information About You
The Funds do not sell or share your nonpublic personal information with third parties or with affiliates for their marketing purposes, or with other financial institutions or affiliates for joint marketing purposes, unless you have authorized the Funds to do so. The Funds do not disclose any nonpublic personal information about you except as may be required to perform transactions or services you have authorized or as permitted or required by law. The Funds may disclose information about you to:
• | | Employees, agents, and affiliates on a “need to know” basis to enable the Funds to conduct ordinary business or to comply with obligations to government regulators; |
• | | Service providers, including the Funds’ affiliates, who assist the Funds as part of the ordinary course of business (such as printing, mailing services, or processing or servicing your account with us) or otherwise perform services on the Funds’ behalf, including companies that may perform statistical analysis, market research and marketing services solely for the Funds; |
• | | Permit access to transfer, whether in the United States or countries outside of the United States to such Funds’ employees, agents and affiliates and service providers as required to enable the Funds to conduct ordinary business, or to comply with obligations to government regulators; |
• | | The Funds’ representatives such as legal counsel, accountants and auditors to enable the Funds to conduct ordinary business, or to comply with obligations to government regulators; |
• | | Fiduciaries or representatives acting on your behalf, such as an IRA custodian or trustee of a grantor trust. |
|
NOT PART OF THE ANNUAL REPORT |
Legg Mason Funds Privacy and Security Notice (cont’d)
Except as otherwise permitted by applicable law, companies acting on the Funds’ behalf, including those outside the United States, are contractually obligated to keep nonpublic personal information the Funds provide to them confidential and to use the information the Funds share only to provide the services the Funds ask them to perform.
The Funds may disclose nonpublic personal information about you when necessary to enforce their rights or protect against fraud, or as permitted or required by applicable law, such as in connection with a law enforcement or regulatory request, subpoena, or similar legal process. In the event of a corporate action or in the event a Fund service provider changes, the Funds may be required to disclose your nonpublic personal information to third parties. While it is the Funds’ practice to obtain protections for disclosed information in these types of transactions, the Funds cannot guarantee their privacy policy will remain unchanged.
Keeping You Informed of the Funds’ Privacy and Security Practices
The Funds will notify you annually of their privacy policy as required by federal law. While the Funds reserve the right to modify this policy at any time they will notify you promptly if this privacy policy changes.
The Funds’ Security Practices
The Funds maintain appropriate physical, electronic and procedural safeguards designed to guard your nonpublic personal information. The Funds’ internal data security policies restrict access to your nonpublic personal information to authorized employees, who may use your nonpublic personal information for Fund business purposes only.
Although the Funds strive to protect your nonpublic personal information, they cannot ensure or warrant the security of any information you provide or transmit to them, and you do so at your own risk. In the event of a breach of the confidentiality or security of your nonpublic personal information, the Funds will attempt to notify you as necessary so you can take appropriate protective steps. If you have consented to the Funds using electronic communications or electronic delivery of statements, they may notify you under such circumstances using the most current email address you have on record with them.
In order for the Funds to provide effective service to you, keeping your account information accurate is very important. If you believe that your account information is incomplete, not accurate or not current, if you have questions about the Funds’ privacy practices, or our use of your nonpublic personal information, write the Funds using the contact information on your account statements, email the Funds by clicking on the Contact Us section of the Funds’ website at www.leggmason.com, or contact the Funds at1-888-777-0102.
Revised April 2018
|
NOT PART OF THE ANNUAL REPORT |
Western Asset Investment Grade Defined Opportunity Trust Inc.
Western Asset Investment Grade Defined Opportunity Trust Inc.
620 Eighth Avenue
49th Floor
New York, NY 10018
Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940, as amended, that from time to time the Fund may purchase, at market prices, shares of its stock.
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (“SEC”) for the first and third quarters of each fiscal year as an exhibit to its reports on FormN-PORT. Previously, the Fund filed a complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on FormN-Q. The Fund’s FormsN-PORT andN-Q are available on the SEC’s website at www.sec.gov. To obtain information on FormsN-PORT andN-Q, shareholders can call the Fund at1-888-777-0102.
Information on how the Fund voted proxies relating to portfolio securities during the prior12-month period ended June 30th of each year and a description of the policies and procedures that the Fund uses to determine how to vote proxies related to portfolio transactions are available (1) without charge, upon request, by calling1-888-777-0102, (2) at www.lmcef.com and (3) on the SEC’s website at www.sec.gov.
This report is transmitted to the shareholders of Western Asset Investment Grade Defined Opportunity Trust Inc. for their information. This is not a prospectus, circular or representation intended for use in the purchase of shares of the Fund or any securities mentioned in this report.
Computershare Inc.
462 South 4th Street, Suite 1600
Louisville, KY 40202
WASX012164 1/20 SR19-3785
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, a member of the Board’s Audit Committee, possesses the technical attributes identified in Instruction 2(b) of Item 3 to FormN-CSR to qualify as an “audit committee financial expert” and that she is independent for purposes of this item.
ITEM 4. | PRINCIPAL ACCOUNTANT FEES AND SERVICES. |
(a)Audit Fees. The aggregate fees billed in the previous fiscal years ending November 30, 2018 and November 30, 2019 (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 $19,578 in November 30, 2018 and $ 51,895 in November 30, 2019.
(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 November 30, 2018 and $0 in November 30, 2019.
(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 $0 in November 30, 2018 and $0 in November 30, 2019. 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 requiredpre-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 Investment Grade Defined Opportunity Trust Inc. were $0 in November 30, 2018 and $0 in November 30, 2019.
All Other Fees. There were no othernon-audit services rendered by the Auditor to Legg Mason Partners Fund Advisors, LLC (“LMPFA”), and any entity controlling, controlled by or under common control with LMPFA that provided ongoing services to Western Asset Investment Grade Defined Opportunity Trust Inc. requiringpre-approval by the Audit Committee in the Reporting Period.
(e) Audit Committee’s pre—approval policies and procedures described in paragraph (c) (7) ofRule 2-01 ofRegulation S-X.
(1) The Charter for the Audit Committee (the “Committee”) of the Board of each registered investment company (the “Fund”) advised by LMPFA or one of their affiliates (each, an “Adviser”) requires that the Committee shall approve (a) all audit and permissiblenon-audit services to be provided to the Fund and (b) all permissiblenon-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 approvenon-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, permissiblenon-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. Permissiblenon-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 orcontribution-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 permissiblenon-audit services is not required so long as: (i) the aggregate amount of all such permissiblenon-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 permissiblenon-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 permissiblenon-audit services were not recognized by the Fund at the time of the engagement to benon-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) For the Western Asset Investment Grade Defined Opportunity Trust Inc., the percentage of fees that were approved by the audit committee, with respect to: Audit-Related Fees were 100% and 100% for November 30, 2018 and November 30, 2019; Tax Fees were 100% and 100% for November 30, 2018 and November 30, 2019; and Other Fees were 100% and 100% for November 30, 2018 and November 30, 2019.
(f) N/A
(g) Non-audit fees billed by the Auditor for services rendered to Western Asset Investment Grade Defined Opportunity Trust Inc., LMPFA and any entity controlling, controlled by, or under common control with LMPFA that provides ongoing services to Western Asset Investment Grade Defined Opportunity Trust Inc. during the reporting period were $678,000 in November 30, 2018 and $405,307 in November 30, 2019.
(h) Yes. Western Asset Investment Grade Defined Opportunity Trust Inc.’s Audit Committee has considered whether the provision ofnon-audit services that were rendered to Service Affiliates, which were notpre-approved (not requiringpre-approval), is compatible with maintaining the Accountant’s independence. All services provided by the Auditor to the Western Asset Investment Grade Defined Opportunity Trust Inc. or to Service Affiliates, which were required to bepre-approved, werepre-approved as required.
ITEM 5. | AUDIT COMMITTEE OF LISTED REGISTRANTS. |
a) Registrant has a separately-designated standing Audit Committee established in accordance withSection 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
Leslie H. Gelb*
William R. Hutchinson
Eileen A. Kamerick
Nisha Kumar **
Dr. Riordan Roett*
* | Messrs. Gelb and Roett retired as Board and Audit Committee members as of December 31, 2018. |
** | Effective January 1, 2019, Ms. Kumar became a Director and Audit Committee member. |
b) Not applicable
ITEM 6. | SCHEDULE OF INVESTMENTS. |
Included herein under Item 1.
ITEM 7. | DISCLOSURE OF PROXY VOTING POLOCIES AND PROCEDURES FORCLOSED-END MANAGEMENT INVESTMENT COMPANIES |
Western Asset Management Company, LLC
Proxy Voting Policies and Procedures
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 SEC Rule206(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 SEC Rule 206(4)- 6 under the Investment Advisers Act of 1940 (“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 acase-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 Legg Mason Inc. or any of its affiliates (other than Western Asset affiliated companies) regarding the voting of any securities owned by its clients.
PROCEDURE
Responsibility and Oversight
The Western Asset Legal and Compliance Department (“Compliance Department”) is responsible for administering and overseeing the proxy voting process. The gathering of proxies is coordinated through the Corporate Actions area of Investment Support (“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 accountstart-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 Legal and Compliance Department 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 atstart-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 Legal and Compliance Department for coordination and the following actions:
| 1. | Proxies are reviewed to determine accounts impacted. |
| 2. | Impacted accounts are checked to confirm Western Asset voting authority. |
| 3. | Legal and Compliance Department staff 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.) |
| 4. | 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. |
| 5. | Legal and Compliance Department staff provides proxy material to the appropriate research analyst or portfolio manager to obtain their recommended vote. Research analysts and portfolio managers determine votes on acase-by-case basis taking into the 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 Legal and Compliance Department. |
| 6. | Legal and Compliance Department staff 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 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 toSection 204-2 of the Advisers Act and ERISA DOL Bulletin94-2. These records include:
| a. | A copy of Western Asset’s policies and procedures. |
| b. | Copies of proxy statements received regarding client securities. |
| c. | A copy of any document created by Western Asset that was material to making a decision how to vote proxies. |
| d. | Each written client request for proxy voting records and Western Asset’s written response to both verbal and written client requests. |
| 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 five years, the first two in Western Asset’s offices.
Disclosure
Western Asset’s proxy policies are described in the firm’s Part 2A of Form ADV. Clients will be provided a copy of these policies and procedures upon request. In addition, upon request, clients may receive reports on how their proxies have been voted.
Conflicts of Interest
All proxies are reviewed by the Legal and Compliance Department for material conflicts of interest.
Issues to be reviewed include, but are not limited to:
| 1. | Whether Western (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 or an officer or director of Western 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 turn 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.
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 acase-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 acase-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 acase-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 acase-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 acase-by-case basis on proposals to ratify or approve shareholder rights plans. |
| b. | Western Asset votes on acase-by-case basis on proposals to adopt fair price provisions. |
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 acase-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. |
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:
| a. | Western Asset votes for shareholder proposals to require shareholder approval of shareholder rights plans. |
| b. | Western Asset votes for shareholder proposals that are consistent with Western Asset’s proxy voting guidelines for board-approved proposals. |
| c. | Western Asset votes on acase-by-case basis on other shareholder proposals where the firm is otherwise withholding votes for the entire board of directors. |
| III. | Voting Shares of Investment Companies |
Western Asset may utilize shares of open orclosed-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 acase-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 acase-by-case basis all proposals that would result in increases in expenses (e.g., proposals to adopt12b-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 innon-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 acase-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. |
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 (“DOL”) 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 DOL has determined that the responsibility remains with the investment manager.
In order to comply with the DOL’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.
Western Asset Management Company Limited
Proxy Voting and Corporate Actions Policy
NOTE: Below policy relating to Proxy Voting and Corporate Actions is a global policy for all Western Asset affiliates. As compliance with the Policy is monitored by Western Asset Pasadena affiliate, the Policy has been adopted from US Compliance Manual and therefore all defined terms are those defined in the US Compliance Manual rather than UK Compliance Manual.
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 SEC Rule206(4)-6 under the Investment Advisers Act of 1940 (“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 acase-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 Legg Mason Inc. or any of its affiliates (other than Western Asset affiliated companies) regarding the voting of any securities owned by its clients.
RESPONSIBILITY AND OVERSIGHT
The Western Asset Legal and Compliance Department (“Compliance Department”) is responsible for administering and overseeing the proxy voting process. The gathering of proxies is coordinated through the Corporate Actions area of Investment Support (“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 accountstart-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 Legal and Compliance Department 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 atstart-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 Legal and Compliance Department for coordination and the following actions:
| • | | Proxies are reviewed to determine accounts impacted. |
| • | | Impacted accounts are checked to confirm Western Asset voting authority. |
| • | | Legal and Compliance Department staff 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. |
| • | | Legal and Compliance Department staff provides proxy material to the appropriate research analyst or portfolio manager to obtain their recommended vote. Research analysts and portfolio managers determine votes on acase-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 Legal and Compliance Department. |
| • | | Legal and Compliance Department staff 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 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 toSection 204-2 of the Advisers Act and ERISA DOL Bulletin94-2. These records include:
• | | A copy of Western Asset’s policies and procedures. |
• | | Copies of proxy statements received regarding client securities. |
• | | 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. |
| • | | Exchange ticker symbol of the issuer’s shares to be voted; |
| • | | Committee on Uniform Securities Identification Procedures (“CUSIP”) number for the shares to be voted; |
| • | | A brief identification of the matter voted on; |
| • | | Whether the matter was proposed by the issuer or by a shareholder of the issuer; |
| • | | Whether a vote was cast on the matter; |
| • | | A record of how the vote was cast; and |
| • | | 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 five years, the first two in Western Asset’s offices.
DISCLOSURE
Western Asset’s proxy policies are described in the firm’s Part 2A of Form ADV. Clients will be provided a copy of these policies and procedures upon request. In addition, upon request, clients may receive reports on how their proxies have been voted.
CONFLICT OF INTEREST
All proxies are reviewed by the Legal and Compliance Department for material conflicts of interest. Issues to be reviewed include, but are not limited to:
• | | Whether Western (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; |
• | | Whether Western or an officer or director of Western 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 |
• | | 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 turn 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.
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.
BOARD APPROVAL 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:
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:
• | | 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. |
• | | 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. |
• | | Votes are withheld for any nominee for director who attends less than 75% of board and committee meetings without valid reasons for absences. |
• | | Votes are cast on acase-by-case basis in contested elections of directors. |
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 acase-by-case basis on board-approved proposals relating to executive compensation, except as follows:
• | | 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. |
• | | Western Asset votes against stock option plans or proposals that permit replacing or repricing of underwater options. |
• | | Western Asset votes against stock option plans that permit issuance of options with an exercise price below the stock’s current market price. |
• | | 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. |
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 acase-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.
• | | Western Asset votes for proposals relating to the authorization of additional common stock; |
• | | Western Asset votes for proposals to effect stock splits (excluding reverse stock splits); |
• | | Western Asset votes for proposals authorizing share repurchase programs; |
• | | Matters relating to Acquisitions, Mergers, Reorganizations and Other Transactions; |
• | | Western Asset votes these issues on acase-by-case basis on board-approved transactions; |
Matters relating to Anti-Takeover Measures – Western Asset votes against board-approved proposals to adopt anti-takeover measures except as follows:
• | | Western Asset votes on acase-by-case basis on proposals to ratify or approve shareholder rights plans; |
• | | Western Asset votes on acase-by-case basis on proposals to adopt fair price provisions. |
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.
• | | Western Asset votes on acase-by-case basis on proposals to amend a company’s charter or bylaws; |
• | | Western Asset votes against authorization to transact other unidentified, substantive business at the meeting. |
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:
• | | Western Asset votes for shareholder proposals to require shareholder approval of shareholder rights plans; |
• | | Western Asset votes for shareholder proposals that are consistent with Western Asset’s proxy voting guidelines for board-approved proposals; |
• | | Western Asset votes on acase-by-case basis on other shareholder proposals where the firm is otherwise withholding votes for the entire board of directors. |
VOTING SHARES OF INVESTMENT COMPANIES
Western Asset may utilize shares of open orclosed-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.
• | | Western Asset votes on acase-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; |
• | | Western Asset votes on acase-by-case basis all proposals that would result in increases in expenses (e.g., proposals to adopt12b-1 plans, alter investment advisory arrangements or approve fund mergers) taking into account comparable expenses for similar funds and the services to be provided. |
VOTING SHARES OF FOREIGN ISSUERS
In the event Western Asset is required to vote on securities held innon-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.
• | | Western Asset votes for shareholder proposals calling for a majority of the directors to be independent of management; |
• | | Western Asset votes for shareholder proposals seeking to increase the independence of board nominating, audit and compensation committees; |
• | | 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; |
• | | Western Asset votes on acase-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. |
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 (“DOL”) 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 DOL has determined that the responsibility remains with the investment manager.
In order to comply with the DOL’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.
CORPORATE ACTIONS
Western Asset must pay strict attention to any corporate actions that are taken with respect to issuers whose securities are held in client accounts. For example, Western Asset must review any tender offers, rights offerings, etc., made in connection with securities owned by clients. Western Asset must also act in a timely manner and in the best interest of each client with respect to any such corporate actions.
Western Asset Management Company Ltd (“WAMJ”) Proxy Voting Policies and Procedures
POLICY
As a fixed income only manager, the occasion to vote proxies for WAMJ 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.
While the guidelines included in the procedures are intended to provide a benchmark for voting standards, each vote is ultimately cast on acase-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, WAMJ will not consult or enter into agreements with officers, directors or employees of Legg Mason Inc. or any of its affiliates (other than Western Asset affiliated companies) regarding the voting of any securities owned by its clients.
PROCEDURE
Responsibility and Oversight
The WAMJ Legal and Compliance Department (“Compliance Department”) is responsible for administering and overseeing the proxy voting process. The gathering of proxies is coordinated through the Corporate Actions area of Investment Operations (“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 accountstart-up for proxy voting instructions. If an agreement is silent on proxy voting, but contains an overall delegation of discretionary authority, WAMJ will assume responsibility for proxy voting. The Legal and Compliance Department 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 WAMJ becomes aware that the applicable Proxy Recipient for an existing client has changed, the Proxy Recipient for the existing client) are notified atstart-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 WAMJ 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 Legal and Compliance Department for coordination and the following actions:
| a. | Proxies are reviewed to determine accounts impacted. |
| b. | Impacted accounts are checked to confirm WAMJ voting authority. |
| c. | Legal and Compliance Department staff 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.) |
| d. | 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 WAMJ 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), WAMJ seeks voting instructions from an independent third party. |
| e. | Legal and Compliance Department staff provides proxy material to the appropriate research analyst or portfolio manager to obtain their recommended vote. Research analysts and portfolio managers determine votes on acase-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, WAMJ 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 Legal and Compliance Department. |
| f. | Legal and Compliance Department staff votes the proxy pursuant to the instructions received in (d) or (e) and returns the voted proxy as indicated in the proxy materials. |
Timing
WAMJ 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
WAMJ maintains records of proxies. These records include:
| a. | A copy of WAMJ’s policies and procedures. |
| b. | Copies of proxy statements received regarding client securities. |
| c. | A copy of any document created by WAMJ that was material to making a decision how to vote proxies. |
| d. | Each written client request for proxy voting records and WAMJ’s written response to both verbal and written client requests. |
| 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 five years, the first two in WAMJ’s offices.
Disclosure
WAMJ’s proxy policies are described in the firm’s Part 2A of Form ADV. Clients will be provided a copy of these policies and procedures upon request. In addition, upon request, clients may receive reports on how their proxies have been voted.
Conflicts of Interest
All proxies are reviewed by the Legal and Compliance Department for material conflicts of interest. Issues to be reviewed include, but are not limited to:
| 1. | Whether Western (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 or an officer or director of Western 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
WAMJ’s substantive voting decisions turn 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.
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.
| 1b. | 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, WAMJ 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 |
WAMJ 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 acase-by-case basis in contested elections of directors. |
| 2. | Matters relating to Executive Compensation |
WAMJ generally favors compensation programs that relate executive compensation to a company’s long-term performance. Votes are cast on acase-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, WAMJ votes for stock option plans that will result in a minimal annual dilution. |
| b. | WAMJ votes against stock option plans or proposals that permit replacing or repricing of underwater options. |
| c. | WAMJ 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, WAMJ 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, WAMJ votes on acase-by-case basis on board-approved proposals involving changes to a company’s capitalization except where WAMJ is otherwise withholding votes for the entire board of directors.
| a. | WAMJ votes for proposals relating to the authorization of additional common stock. |
| b. | WAMJ votes for proposals to effect stock splits (excluding reverse stock splits). |
| c. | WAMJ votes for proposals authorizing share repurchase programs. |
| 4. | Matters relating to Acquisitions, Mergers, Reorganizations and Other Transactions WAMJ votes these issues on acase-by-case basis on board-approved transactions. |
| 5. | Matters relating to Anti-Takeover Measures |
WAMJ votes against board-approved proposals to adopt anti-takeover measures except as follows:
| a. | WAMJ votes on acase-by-case basis on proposals to ratify or approve shareholder rights plans. |
| b. | WAMJ votes on acase-by-case basis on proposals to adopt fair price provisions. |
WAMJ 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. | WAMJ votes on acase-by-case basis on proposals to amend a company’s charter or bylaws. |
| b. | WAMJ votes against authorization to transact other unidentified, substantive business at the meeting. |
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. WAMJ votes in accordance with the recommendation of the company’s board of directors on all shareholder proposals, except as follows:
| a. | WAMJ votes for shareholder proposals to require shareholder approval of shareholder rights plans. |
| b. | WAMJ votes for shareholder proposals that are consistent with WAMJ’s proxy voting guidelines for board-approved proposals. |
| c. | WAMJ votes on acase-by-case basis on other shareholder proposals where the firm is otherwise withholding votes for the entire board of directors. |
| 3b. | Voting Shares of Investment Companies |
WAMJ may utilize shares of open orclosed-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.
| • | | WAMJ votes on acase-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. |
| • | | WAMJ votes on acase-by-case basis all proposals that would result in increases in expenses (e.g., proposals to adopt12b-1 plans, alter investment advisory arrangements or approve fund mergers) taking into account comparable expenses for similar funds and the services to be provided. |
| 4b. | Voting Shares of Foreign Issuers |
In the event WAMJ is required to vote on securities held innon-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. | WAMJ votes for shareholder proposals calling for a majority of the directors to be independent of management. |
| 2. | WAMJ votes for shareholder proposals seeking to increase the independence of board nominating, audit and compensation committees. |
| 3. | WAMJ 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. |
WAMJ votes on acase-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.
Western Asset Management Company Pte. Ltd. (“WAMS”)
Compliance Policies and Procedures
Proxy Voting
WAMS 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 the applicable laws and regulations. In addition to SEC requirements governing advisers, our proxy voting policies reflect thelong-standing fiduciary standards and responsibilities for ERISA accounts.
While the guidelines included in the procedures are intended to provide a benchmark for voting standards, each vote is ultimately cast on acase-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, WAMS will not consult or enter into agreements with officers, directors or employees of Legg Mason Inc. or any of its affiliates (other than Western Asset affiliated companies) regarding the voting of any securities owned by its clients.
Procedure
Responsibility and Oversight
The Western Asset Legal and Compliance Department is responsible for administering and overseeing the proxy voting process. The gathering of proxies is coordinated through the Corporate Actions area of Investment Support (“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 Legal and Compliance Department 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 atstart-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 Legal and Compliance Department for coordination and the following actions:
| 1. | Proxies are reviewed to determine accounts impacted. |
| 2. | Impacted accounts are checked to confirm Western Asset voting authority. |
| 3. | Legal and Compliance Department staff 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.] |
| 4. | If a material conflict of interest exists, (4.1) 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 (4.2) 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. |
| 5. | Legal and Compliance Department staff provides proxy material to the appropriate research analyst or portfolio manager to obtain their recommended vote. Research analysts and portfolio managers determine votes on acase-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 Legal and Compliance Department. |
| 6. | Legal and Compliance Department staff votes the proxy pursuant to the instructions received in (4) or (5) and returns the voted proxy as indicated in the proxy materials. |
Timing
Western Asset 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 toSection 204-2 of the Advisers Act and ERISA DOL Bulletin94-2. These records include:
| • | | A copy of Western Asset’s policies and procedures. |
| • | | Copies of proxy statements received regarding client securities. |
| • | | 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. |
| • | | Exchange ticker symbol of the issuer’s shares to be voted; |
| • | | Committee on Uniform Securities Identification Procedures (“CUSIP”) number for the shares to be voted; |
| • | | A brief identification of the matter voted on; |
| • | | Whether the matter was proposed by the issuer or by a shareholder of the issuer; |
| • | | Whether a vote was cast on the matter; |
| • | | A record of how the vote was cast; and |
| • | | 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 five years, the first two in Western Asset’s offices.
Disclosure
Western Asset’s proxy policies are described in the firm’s Part 2A of Form ADV. Clients will be provided a copy of these policies and procedures upon request. In addition, upon request, clients may receive reports on how their proxies have been voted.
Conflicts of Interest
All proxies are reviewed by the Legal and Compliance Department for material conflicts of interest. Issues to be reviewed include, but are not limited to:
| • | | Whether Western (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; |
| • | | Whether Western or an officer or director of Western 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 |
| • | | 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 turn 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 the decision making process.
Guidelines are grouped according to the types of proposals generally presented to shareholders. Part 1 deals with proposals which have been approved and are recommended by a company’s board of directors; Part 2 deals with proposals submitted by shareholders for inclusion in proxy statements; Part 3 addresses issues relating to voting shares of investment companies; and Part 4 addresses unique considerations pertaining to foreign issuers
Part 1 - 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:
| • | | 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: |
| • | | 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. |
| • | | 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. |
| • | | Votes are withheld for any nominee for director who attends less than 75% of board and committee meetings without valid reasons for absences. |
| • | | Votes are cast on acase-by-case basis in contested elections of directors. |
| • | | 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 acase-by-case basis on board-approved proposals relating to executive compensation, except as follows: |
| • | | 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. |
| • | | Western Asset votes against stock option plans or proposals that permit replacing orre-pricing of underwater options. |
| • | | Western Asset votes against stock option plans that permit issuance of options with an exercise price below the stock’s current market price. |
| • | | 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. |
| • | | 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 acase-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. |
| • | | Western Asset votes for proposals relating to the authorization of additional common stock. |
| • | | Western Asset votes for proposals to effect stock splits (excluding reverse stock splits). |
| • | | Western Asset votes for proposals authorizing share repurchase programs. |
| • | | Matters relating to Acquisitions, Mergers, Reorganizations and Other Transactions. Western Asset votes these issues on acase-by-case basis on board-approved transactions. |
| • | | Matters relating to Anti-Takeover Measures. Western Asset votes against board-approved proposals to adopt anti-takeover measures except as follows: |
| • | | Western Asset votes on acase-by-case basis on proposals to ratify or approve shareholder rights plans. |
| • | | Western Asset votes on acase-by-case basis on proposals to adopt fair price provisions. |
| • | | 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. |
| • | | Western Asset votes on acase-by-case basis on proposals to amend a company’s charter or bylaws. |
| • | | Western Asset votes against authorization to transact other unidentified, substantive business at the meeting. |
Part 2 - 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:
| • | | Western Asset votes for shareholder proposals to require shareholder approval of shareholder rights plans. |
| • | | Western Asset votes for shareholder proposals that are consistent with Western Asset’s proxy voting guidelines for board-approved proposals. |
| • | | Western Asset votes on acase-by-case basis on other shareholder proposals where the firm is otherwise withholding votes for the entire board of directors. |
Part 3 – Voting Shares of Investment Companies
Western Asset may utilize shares of open orclosed-end investment companies to implement its investment strategies. Shareholder votes for investment companies that fall within the categories listed in Parts 1 and 2 above are voted in accordance with those guidelines.
| • | | Western Asset votes on acase-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. |
| • | | Western Asset votes on acase-by-case basis all proposals that would result in increases in expenses (e.g. proposals to adopt12b-1 plans, alter investment advisory arrangements or approve fund mergers) taking into account comparable expenses for similar funds and the services to be provided. |
Part 4 – Voting Shares of Foreign Issuers
In the event Western Asset is required to vote on securities held innon-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.
| • | | Western Asset votes for shareholder proposals calling for a majority of the directors to be independent of management. |
| • | | Western Asset votes for shareholder proposals seeking to increase the independence of board nominating, audit and compensation committees. |
| • | | 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. |
| • | | Western Asset votes on acase-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 havepre-emptive rights, or (2) the issuance of common stock in excess of 100% of a company’s outstanding common stock where shareholders havepre-emptive rights. |
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 (“DOL”) 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 DOL has determined that the responsibility remains with the investment manager. In order to comply with the DOL’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: (1) the right to vote proxies has been reserved to a named fiduciary of the client, and (2) 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 8. | PORTFOLIO MANAGERS OFCLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
(a)(1):
| | | | |
NAME AND ADDRESS | | LENGTH OF TIME SERVED | | PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS |
S. Kenneth Leech Western Asset 385 East Colorado Blvd. Pasadena, CA 91101 | | Since 2014 | | Responsible for theday-to-day management with other members of the Fund’s portfolio management team; Chief Investment Officer of Western Asset from 1998 to 2008 and since 2014; Senior Advisor/Chief Investment Officer Emeritus of Western Asset from 2008-2013;Co-Chief Investment Officer of Western Asset from 2013-2014. |
| | |
Michael C. Buchanan Western Asset 385 East Colorado Blvd. Pasadena, CA 91101 | | Since 2009 | | Co-portfolio manager of the fund; Head of Credit of Western Asset since 2005; Managing Director and head of U.S. Credit Products from 2003-2005 at Credit Suisse Asset Management |
| | |
Ryan Brist Western Asset 385 East Colorado Blvd Pasadena, CA 91101 | | Since 2009 | | Co-portfolio manager of the fund; Head of U.S. Investment Grade Credit of Western Asset since 2009; Chief Investment Officer and Portfolio Manager of Logan Circle Partners2007-2009);Co-Chief Investment Officer and Senior Portfolio Manager at Delaware Investment Advisors (2000-2007) |
(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 November 30, 2019.
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 haveday-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 | |
S. Kenneth Leech‡ | | Other Registered Investment Companies | | 96 | | $ | 144.86 billion | | | None | | | None | |
| Other Pooled Vehicles | | 229 | | $ | 79.57 billion | | | 11 | | $ | 2.13 billion | |
| Other Accounts | | 633 | | $ | 226.89 billion | | | 21 | | $ | 11.96 billion | |
Ryan Brist‡ | | Other Registered Investment Companies | | 5 | | $ | 1.61 billion | | | None | | | None | |
| Other Pooled Vehicles | | 20 | | $ | 9.29 billion | | | None | | | None | |
| Other Accounts | | 93 | | $ | 39.55 billion | | | 2 | | $ | 1.08 billion | |
Michael Buchanan‡ | | Other Registered Investment Companies | | 31 | | $ | 14.44 billion | | | None | | | None | |
| Other Pooled Vehicles | | 66 | | $ | 21.22 billion | | | 5 | | $ | 807 million | |
| Other Accounts | | 157 | | $ | 70.93 billion | | | 7 | | $ | 4.51 billion | |
‡ | The numbers above reflect the overall number of portfolios managed by employees of Western Asset Management Company (“Western Asset”). Mr. Leech is 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):Investment Professional Compensation
With respect to the compensation of the investment professionals, Western Asset’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 andpre-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 a 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 years having the most emphasis. The subadviser may also measure an investment professional’spre-tax investment performance against other benchmarks, as it determines appropriate. Because investment professionals are generally responsible for multiple accounts (including the funds) 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 professionals are eligible for additional incentives in recognition of outstanding performance. These are determined based upon the factors described above and include Legg Mason stock options and long-term incentives that vest over a set period of time past the award date.
Potential 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 apro-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 Rule17j-1 under the Investment Company Act of 1940, as amended, and Rule204A-1 under the
Investment Advisers Act of 1940, 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.
(a)(4):Investment Professional Securities Ownership
The table below identifies the dollar range of securities beneficially owned by each investment professional as of November 30, 2019.
| | |
Investment Professional(s) | | Dollar Range of Portfolio Securities Beneficially Owned |
S. Kenneth Leech | | A |
Michael C. Buchanan | | A |
Ryan Brist | | 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 9. | PURCHASES OF EQUITY SECURITIES BYCLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS |
Not applicable.
ITEM 10. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
Not applicable.
ITEM 11. | 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 Rule30a- 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 Rule30a-3(b) under the 1940 Act and15d-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 Rule30a-3(d) under the 1940 Act) that occurred during the second fiscal quarter of 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 12. | DISCLOSURE OF SECURITIES LENDING ACTIVITIES FORCLOSED-END MANAGEMENT INVESTMENT COMPANIES. |
Not applicable.
(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
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 Investment Grade Defined Opportunity Trust Inc.
| | |
By: | | /s/ Jane Trust |
| | Jane Trust |
| | Chief Executive Officer |
| |
Date: | | January 29, 2020 |
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: | | January 29, 2020 |
| |
By: | | /s/ Christopher Berarducci |
| | Christopher Berarducci |
| | Principal Financial Officer |
| |
Date: | | January 29, 2020 |