UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMN-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number811-22444
Western Asset High Yield Defined Opportunity Fund 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: May 31
Date of reporting period: May 31, 2019
ITEM 1. | REPORT TO STOCKHOLDERS. |
TheAnnual Report to Stockholders is filed herewith.
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Annual Report | | May 31, 2019 |
WESTERN ASSET
HIGH YIELD DEFINED OPPORTUNITY FUND INC. (HYI)
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 high income. As a secondary investment objective, the Fund will seek capital appreciation.
The Fund seeks to achieve its investment objectives by investing, under normal market conditions, at least 80% of its net assets in a portfolio of high-yield corporate fixed-income securities with varying maturities. Corporate securities include those securities that are issued or originated by U.S. or foreign public or private corporations and other business entities.
The Fund has a limited term and as a fundamental policy intends to liquidate and distribute substantially all of its net assets to stockholders after making appropriate provisions for any liabilities of the Fund on or about September 30, 2025.
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II | | Western Asset High Yield Defined Opportunity Fund Inc. |
Letter from the chairman
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Dear Shareholder,
We are pleased to provide the annual report of Western Asset High Yield Defined Opportunity Fund Inc. for the twelve-month reporting period ended May 31, 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,
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Jane Trust, CFA
Chairman, President and Chief Executive Officer
June 28, 2019
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Western Asset High Yield Defined Opportunity Fund Inc. | | III |
Fund overview
Q. What is the Fund’s investment strategy?
A. The Fund’s primary investment objective is to provide high income. As a secondary investment objective, the Fund will seek capital appreciation. We believe the extensive credit research and security selection expertise of Western Asset Management Company, LLC (“Western Asset”), the Fund’s subadviser, will be key factors in driving Fund performance.
The Fund seeks to achieve its investment objectives by investing, under normal market conditions, at least 80% of its net assets in a portfolio of high-yield corporate fixed-income securities with varying maturities. Currently, the Fund focuses on lower-quality and higher-yielding opportunities in the below investment grade corporate debt markets. Under normal market conditions, the Fund may also invest up to 20% of its net assets in fixed-income securities issued by U.S. or foreign governments, agencies and instrumentalities and/or fixed-income securities that are of investment grade quality. The Fund has a limited term and as a fundamental policy intends to liquidate and distribute substantially all of its net assets to stockholders after making appropriate provisions for any liabilities of the Fund on or about September 30, 2025.
In purchasing securities and other investments for the Fund, Western Asset may take full advantage of the entire range of maturities offered by fixed-income securities and may adjust the average maturity or durationi of the Fund’s portfolio from time to time, depending on its assessment of the relative yields available on securities of different durations and its expectations of future changes in interest rates. The Fund is also permitted purchases of equity securities (including but not limited to common stock, preferred stock, convertible securities, warrants of U.S. andnon-U.S. issuers). The Fund may utilize a variety of derivative instruments primarily for hedging and risk management purposes, although the Fund may also use derivative instruments for investment purposes.
At Western Asset, 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 Christopher F. Kilpatrick.
Q. What were the overall market conditions during the Fund’s reporting period?
A. Fixed income markets generally posted positive results over the twelve months ended May 31, 2019. Spread sectors(non-Treasuries) experienced periods of volatility as they were impacted by a number of factors, including overall solid economic growth in the U.S., moderating growth overseas, monetary policy tightening and then a “dovish pivot” by the Federal Reserve Board (the “Fed”)ii, concerns over a global trade war and numerous 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 period at 2.40% and ended the
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Western Asset High Yield Defined Opportunity Fund Inc. 2019 Annual Report | | 1 |
Fund overview (cont’d)
period at 1.95% — the low for the reporting period. The high for the period of 2.98% occurred on November 8, 2018. The yield for theten-year Treasury began the reporting period at 2.83% and ended the period at 2.14% — the low for the reporting period. The peak for the period of 3.24% took place on November 8, 2018.
All told, the Bloomberg Barclays U.S. Aggregate Indexiii, returned 6.40% for the twelve months ended May 31, 2019. Comparatively, riskier fixed-income securities, including high-yield bonds, also produced solid results. Over the fiscal year, the Bloomberg Barclays U.S. Corporate High Yield — 2% Issuer Cap Indexiv gained 5.50%. Elsewhere, the JPMorgan Emerging Markets Bond Index Global (“EMBI Global”)v returned 6.95% for the twelve months ended May 31, 2019.
Q. How did we respond to these changing market conditions?
A. A number of adjustments were made to the Fund’s portfolio during the reporting period. From a regional perspective, we increased the Fund’s allocations to the emerging market debt asset class. We believed emerging market debt would perform well against a backdrop of continued, albeit moderate, global growth. We also added to the Fund’s emerging market debt currency positions, namely the Indonesian rupiah. Meanwhile, we added to the Fund’s exposure in developed market high-yield bonds during periods of uncertainty and higher volatility. In contrast, we decreased the Fund’s exposure to floating rate senior secured term loans which performed well in 2018, as the Fed hiked rates four times during the calendar year.
From a quality perspective, we marginally increased the overall quality of the portfolio by slightly increasing the Fund’s underweight to lower ratedCCC-rated securities and decreasing the Fund’s underweight toB-rated securities. Additionally, we shifted a small portion of the Fund’sBB-rated exposure into investment-grade rated debt, mainly global money center bank subordinated securities. This was done as high-yield spreads among rating categories had compressed and we found a number of attractive opportunities to add both spread product and duration to the portfolio. In addition to increasing the Fund’s allocations to investment-grade banks, we added to the ConsumerNon-Cyclical1 and Basic Industry2 sectors. In contrast, we reduced the Fund’s exposures to the Consumer Cyclicals3 and Technology sectors.
The Fund employed currency forwards which were utilized to hedge its currency exposure. They were additive for performance during the reporting period.
Performance review
For the twelve months ended May 31, 2019, Western Asset High Yield Defined Opportunity Fund Inc. returned 5.95% based on its net asset value (“NAV”)vi and 6.97% based on its New York Stock Exchange (“NYSE”) market price per share. The Fund’s unmanaged benchmarks, the Bloomberg Barclays U.S. Corporate High Yield — 2%
1 | ConsumerNon-Cyclicals consists of the following industries: Consumer Products, Food/Beverage, Health Care, Pharmaceuticals, Supermarkets and Tobacco. |
2 | Basic Industry consists of the following industries: Chemicals, Metals & Mining and Paper. |
3 | Consumer Cyclicals consists of the following industries: Automotive, Entertainment, Gaming, Home Construction, Lodging, Retailers, Restaurants, Textiles and other consumer services. |
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2 | | Western Asset High Yield Defined Opportunity Fund Inc. 2019 Annual Report |
Issuer Cap Index B Componentvii and the Bloomberg Barclays U.S. Corporate High Yield — 2% Issuer Cap Index Caa Componentviii, returned 5.75% and 0.33%, respectively, for the same period. The Lipper High YieldClosed-End Funds Category Averageix returned 6.16% 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 $1.06 per share*. The performance table shows the Fund’s twelve-month total return based on its NAV and market price as of May 31, 2019.Past performance is no guarantee of future results.
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Performance Snapshotas of May 31, 2019 | |
Price Per Share | | 12-Month Total Return** | |
$16.04 (NAV) | | | 5.95 | %† |
$14.46 (Market Price) | | | 6.97 | %‡ |
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 absolute performance during the reporting period was security selection. In particular, overweight positions in Petrobras Global Finance, PetSmart, Inc., DISH DBS Corp., Republic of Ecuador, Sprint Capital Corp., Altice Luxemburg SA., Citigroup, Inc., and Intesa San Paolo SpA were additive for returns. Underweight positions in Weatherford International Ltd. and Sanchez Energy Corp. were beneficial as well.
Standouts among the Fund’s high-yield and bank loan positions included PetSmart. The company delivered solid results, driven by robust growth at its online segment, chewy.com, which filed for an initial public offering (“IPO”) in late April 2019. Furthermore, a loan amendment was passed towards the end of the reporting period that tightened covenants and increased compensations, sending prices of the Fund’s secured PetSmart bonds and loans higher. The Fund’s DISH DBS Corp. bonds moved higher as fundamental results showed signs of stabilization and the company continued to generate significant free cash flow and could benefit from future mergers and acquisitions (M&A) activity. U.S. wireless operator Sprint Communications agreed to merge withT-Mobile USA, sending the Fund’s bonds higher. Global communications firm Altice bonds performed well during the reporting period givenin-line results at its operating subsidiaries and increased guidance. The company also communicated plans to improve its balance sheet and proactively extend its maturity profile, which sent both shorter maturity Altice Luxemburg SA
* | For the tax character of distributions paid during the fiscal year ended May 31, 2019, please refer to page 38 of this report. |
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Western Asset High Yield Defined Opportunity Fund Inc. 2019 Annual Report | | 3 |
Fund overview (cont’d)
bonds and Altice France SA bonds up significantly higher in price.
Notable emerging market contributors to results included state-owned energy companies Petrobras and sovereign U.S. dollar-denominated exposure to the Republic of Ecuador. Petrobras is a Brazilian oil company. The company’s asset divestment and balance sheet deleveraging plans continued to progress, which benefited its bonds over the reporting period. The Fund’s Ecuador bonds performed well as the country’s government leaders embraced structural reforms, including participating in a $4.2 billion International Monetary Fund (“IMF”)x program announced in February of 2019. The country also improved its liability management by proactively addressing 2020 debt and extending its maturity profile.
Examples of notable outperformers among the Fund’s investment-grade bonds were found primarily in the banking industry. Overweight positions in global money-center banks, such as Citigroup, were rewarded as banks in general posted solid fundamental results and have significantlyde-levered their balance sheets over the past decade. We saw good relative value in one of Italy’s highest quality banks, Intesa San Paolo SpA, and increased the Fund’s position. Intesa subordinated bonds traded lower during the first half of the reporting period despite posting stable fundamental results and improving its balance sheet. The company’s bonds recovered significantly during the latter portion of the period, as extreme pessimism surrounding the outlook for Italy and political uncertainty dissipated.
Both duration positioning and sector biases also contributed to results, as the Fund maintained a longer duration than the benchmarks and rates moved lower across the yield curvexi during the latter portion of the reporting period. From a sector perspective, overweights to the banking industry and the Communication Services sector were additive for returns.
Q. What were the leading detractors from performance?
A. While the Fund performed well and outperformed its benchmarks during the reporting period, a handful of positions were not rewarded. Specifically, the Fund’s emerging markets overweight to Argentina was the largest detractor from results. The Argentine peso and the Fund’s U.S. dollar-denominated sovereign bonds (Republic of Argentina) underperformed and were negatively impacted by the country’s large external financing needs and heightened political uncertainty. We continue to maintain a constructive long-term outlook for the country, as President Mauricio Macri’s administration seeks to achieve a primary budget balance in 2019. We also see the IMF’s support as a near-term positive and are maintaining the Fund’s overweight position. Elsewhere, the Fund’s overweight to Uruguay local bonds was not rewarded, as uncertainty surrounding Argentina seemed to spread in the region. We have maintained this overweight given attractive valuations.
An example of a high-yield issuer that detracted from performance was lower quality commercial alarm company Interface Special Holdings. These bonds moved lower as the company engaged in creative balance sheet management via an exchange.
From a sector perspective, we were overly cautious on below investment-grade Health
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4 | | Western Asset High Yield Defined Opportunity Fund Inc. 2019 Annual Report |
Care1 and Technology bonds, both of which performed relatively well during the reporting period. We are maintaining a cautious stance in these sectors given political uncertainties. In particular, we anticipate health care rhetoric to increase and global trade tensions have led us to underweight more levered and cyclical Technology issuers.
Lastly, common shares owned by the Fund in natural gas company Montage Resources Corp. moved lower during the reporting period. Blue Ridge Mountain Resources, a longtime holding of the Fund, merged with publicly-traded Eclipse Resources Corp. creating the newly-named Montage Resources. The company’s shares have suffered given overall low natural gas prices in the Marcellus and Utica basins.
Looking for additional information?
The Fund is traded under the symbol “HYI” and its closing market price is available in most newspapers under the NYSE listings. The daily NAV is availableon-line under the symbol “XHYIX” on most financial websites.Barron’s and the Wall 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 High Yield Defined Opportunity Fund 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
June 18, 2019
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 objective. 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 share price. The Fund may invest in lower-rated high-yield bonds, commonly known as “junk bonds,” which are subject to greater liquidity and credit risk (risk of default) than higher-rated obligations. The Fund is also permitted purchases of equity securities. Equity securities generally have greater price volatility than fixed income securities. Investments in foreign securities
1 | Health Care consists of the following industries: Hospitals/Nursing Facilities, Pharmacy Services, Medical Wholesale Drug Distributors, Drug Delivery Systems, Medical Products/Instruments, Medical & Laboratory Testing, Healthcare Cost Containment and Scientific Instruments. |
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Western Asset High Yield Defined Opportunity Fund Inc. 2019 Annual Report | | 5 |
Fund overview (cont’d)
involve risks, including the possibility of losses due to changes in currency exchange rates and negative developments in the political, economic, or regulatory structure of specific countries or regions. These risks are greater in emerging markets. The Fund may make significant investments in derivative instruments. Derivative instruments can be illiquid, may disproportionately increase losses, and may 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 May 31, 2019 and are subject to change and may not be representative of the portfolio managers’ current or future investments. Please refer to pages 10 through 23 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 May 31, 2019 were: Communication Services (20.7%), Energy (18.0%), Financials (11.4%), Consumer Discretionary (11.1%) and Materials (10.6%). 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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6 | | Western Asset High Yield Defined Opportunity Fund Inc. 2019 Annual Report |
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 (“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. 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. |
v | The JPMorgan Emerging Markets Bond Index Global (“EMBI Global”) tracks total returns for U.S. dollar-denominated debt instruments issued by emerging market sovereign and quasi-sovereign entities: Brady bonds, loans, Eurobonds and local market instruments. |
vi | 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. |
vii | The Bloomberg Barclays U.S. Corporate High Yield — 2% Issuer Cap Index B Component is an index of the 2% Issuer Cap component of the Bloomberg Barclays U.S. Corporate High Yield Index and is comprised ofB-rated securities included in this index. |
viii | The Bloomberg Barclays U.S. Corporate High Yield — 2% Issuer Cap Index Caa Component is an index of the 2% Issuer Cap component of the Bloomberg Barclays U.S. Corporate High Yield Index and is comprised ofCaa-rated securities included in this index. |
ix | Lipper, Inc., a wholly-owned subsidiary of Reuters, provides independent insight on global collective investments. Returns are based on the twelve-month period ended May 31, 2019, including the reinvestment of all distributions, including returns of capital, if any, calculated among the 9 funds in the Fund’s Lipper category. |
x | 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. |
xi | The yield curve is the graphical depiction of the relationship between the yield on bonds of the same credit quality but different maturities. |
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Western Asset High Yield Defined Opportunity Fund Inc. 2019 Annual Report | | 7 |
Fund at a glance†(unaudited)
Investment breakdown(%) as a percent of total investments
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† | The bar graph above represents the composition of the Fund’s investments as of May 31, 2019 and May 31, 2018 and does not include derivatives, such as forward foreign currency contracts. The Fund is actively managed. As a result, the composition of the Fund’s investments is subject to change at any time. |
* | As of September 28, 2018, the Telecommunication Services sector was broadened to include some companies previously classified in the Consumer Discretionary and Information Technology sectors and renamed the Communication Services sector. |
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8 | | Western Asset High Yield Defined Opportunity Fund Inc. 2019 Annual Report |
Spread duration(unaudited)
Economic exposure —May 31, 2019
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Total Spread Duration |
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HYI | | — 4.24 years |
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Benchmark | | — 3.25 years |
Spread duration measures the sensitivity to changes in spreads. The spread over Treasuries is the annual risk-premium demanded by investors to holdnon-Treasury securities. Spread duration is quantified as the % change in price resulting from a 100 basis points change in spreads. For a security with positive spread duration, an increase in spreads would result in a price decline and a decline in spreads would result in a price increase. This chart highlights the market sector exposure of the Fund’s sectors relative to the selected benchmark sectors as of the end of the reporting period.
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Benchmark | | — 60% Bloomberg Barclays U.S. Corporate High Yield — 2% Issuer Cap Index B Component & 40% Bloomberg Barclays U.S. Corporate High Yield — 2% Issuer Cap Index Caa Component |
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EM | | — Emerging Markets |
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HY | | — High Yield |
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HYI | | — Western Asset High Yield Defined Opportunity Fund Inc. |
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IG Credit | | — Investment Grade Credit |
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Western Asset High Yield Defined Opportunity Fund Inc. 2019 Annual Report | | 9 |
Effective duration(unaudited)
Interest rate exposure —May 31, 2019
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Total Effective Duration |
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HYI | | — 4.14 years |
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Benchmark | | — 3.37 years |
Effective duration measures the sensitivity to changes in relevant interest rates. Effective duration is quantified as the % change in price resulting from a 100 basis points change in interest rates. For a security with positive effective duration, an increase in interest rates would result in a price decline and a decline in interest rates would result in a price increase. This chart highlights the interest rate exposure of the Fund’s sectors relative to the selected benchmark sectors as of the end of the reporting period.
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Benchmark | | — 60% Bloomberg Barclays U.S. Corporate High Yield — 2% Issuer Cap Index B Component & 40% Bloomberg Barclays U.S. Corporate High Yield — 2% Issuer Cap Index Caa Component |
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EM | | — Emerging Markets |
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HY | | — High Yield |
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HYI | | — Western Asset High Yield Defined Opportunity Fund Inc. |
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IG Credit | | — Investment Grade Credit |
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10 | | Western Asset High Yield Defined Opportunity Fund Inc. 2019 Annual Report |
Schedule of investments
May 31, 2019
Western Asset High Yield Defined Opportunity Fund Inc.
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Security | | Rate | | | Maturity Date | | | Face Amount† | | | Value | |
Corporate Bonds & Notes — 87.0% | | | | | | | | | | | | | | | | |
Communication Services — 19.8% | | | | | | | | | | | | | | | | |
Diversified Telecommunication Services — 1.5% | | | | | | | | | | | | | | | | |
Intelsat Jackson Holdings SA, Senior Notes | | | 5.500 | % | | | 8/1/23 | | | | 1,250,000 | | | $ | 1,125,000 | |
Intelsat Jackson Holdings SA, Senior Secured Notes | | | 8.000 | % | | | 2/15/24 | | | | 1,530,000 | | | | 1,598,850 | (a) |
Telecom Italia SpA, Senior Notes | | | 5.303 | % | | | 5/30/24 | | | | 410,000 | | | | 406,904 | (a) |
Windstream Services LLC/Windstream Finance Corp., Secured Notes | | | 10.500 | % | | | 6/30/24 | | | | 3,025,000 | | | | 2,132,625 | *(a)(b) |
Windstream Services LLC/Windstream Finance Corp., Secured Notes | | | 9.000 | % | | | 6/30/25 | | | | 330,000 | | | | 220,275 | *(a)(b) |
Total Diversified Telecommunication Services | | | | | | | | | | | | | | | 5,483,654 | |
Entertainment — 0.7% | | | | | | | | | | | | | | | | |
Netflix Inc., Senior Notes | | | 5.875 | % | | | 11/15/28 | | | | 670,000 | | | | 705,175 | |
Netflix Inc., Senior Notes | | | 6.375 | % | | | 5/15/29 | | | | 1,750,000 | | | | 1,907,692 | (a) |
Total Entertainment | | | | | | | | | | | | | | | 2,612,867 | |
Interactive Media & Services — 0.1% | | | | | | | | | | | | | | | | |
Match Group Inc., Senior Notes | | | 6.375 | % | | | 6/1/24 | | | | 490,000 | | | | 515,113 | |
Media — 11.9% | | | | | | | | | | | | | | | | |
Altice France SA, Senior Secured Notes | | | 7.375 | % | | | 5/1/26 | | | | 3,400,000 | | | | 3,329,875 | (a) |
Altice France SA, Senior Secured Notes | | | 8.125 | % | | | 2/1/27 | | | | 5,910,000 | | | | 5,917,387 | (a) |
Altice Luxembourg SA, Senior Notes | | | 7.750 | % | | | 5/15/22 | | | | 10,220,000 | | | | 10,424,400 | (a) |
Altice Luxembourg SA, Senior Notes | | | 10.500 | % | | | 5/15/27 | | | | 1,200,000 | | | | 1,202,100 | (a) |
CCO Holdings LLC/CCO Holdings Capital Corp., Senior Notes | | | 5.125 | % | | | 5/1/27 | | | | 1,233,000 | | | | 1,236,853 | (a) |
CCO Holdings LLC/CCO Holdings Capital Corp., Senior Notes | | | 5.000 | % | | | 2/1/28 | | | | 3,250,000 | | | | 3,225,625 | (a) |
DISH DBS Corp., Senior Notes | | | 5.875 | % | | | 11/15/24 | | | | 5,737,000 | | | | 5,179,364 | |
DISH DBS Corp., Senior Notes | | | 7.750 | % | | | 7/1/26 | | | | 7,738,000 | | | | 7,118,960 | |
Entercom Media Corp., Secured Notes | | | 6.500 | % | | | 5/1/27 | | | | 830,000 | | | | 844,525 | (a) |
Meredith Corp., Senior Notes | | | 6.875 | % | | | 2/1/26 | | | | 790,000 | | | | 817,571 | |
UPC Holding BV, Senior Secured Notes | | | 5.500 | % | | | 1/15/28 | | | | 540,000 | | | | 534,978 | (a) |
Virgin Media Finance PLC, Senior Notes | | | 6.000 | % | | | 10/15/24 | | | | 1,250,000 | | | | 1,282,812 | (a) |
Virgin Media Secured Finance PLC, Senior Secured Notes | | | 5.250 | % | | | 1/15/26 | | | | 1,150,000 | | | | 1,148,563 | (a) |
Virgin Media Secured Finance PLC, Senior Secured Notes | | | 5.500 | % | | | 8/15/26 | | | | 1,020,000 | | | | 1,027,803 | (a) |
Total Media | | | | | | | | | | | | | | | 43,290,816 | |
Wireless Telecommunication Services — 5.6% | | | | | | | | | | | | | | | | |
CSC Holdings LLC, Senior Notes | | | 6.625 | % | | | 10/15/25 | | | | 1,190,000 | | | | 1,250,631 | (a) |
CSC Holdings LLC, Senior Notes | | | 10.875 | % | | | 10/15/25 | | | | 899,000 | | | | 1,022,657 | (a) |
CSC Holdings LLC, Senior Notes | | | 5.375 | % | | | 2/1/28 | | | | 2,080,000 | | | | 2,090,400 | (a) |
CSC Holdings LLC, Senior Notes | | | 6.500 | % | | | 2/1/29 | | | | 800,000 | | | | 847,260 | (a) |
Sprint Capital Corp., Senior Notes | | | 6.875 | % | | | 11/15/28 | | | | 4,288,000 | | | | 4,475,600 | |
See Notes to Financial Statements.
| | |
Western Asset High Yield Defined Opportunity Fund Inc. 2019 Annual Report | | 11 |
Schedule of investments (cont’d)
May 31, 2019
Western Asset High Yield Defined Opportunity Fund Inc.
| | | | | | | | | | | | | | | | |
Security | | Rate | | | Maturity Date | | | Face Amount† | | | Value | |
Wireless Telecommunication Services — continued | | | | | | | | | | | | | | | | |
Sprint Capital Corp., Senior Notes | | | 8.750 | % | | | 3/15/32 | | | | 130,000 | | | $ | 149,500 | |
Sprint Communications Inc., Senior Notes | | | 7.000 | % | | | 8/15/20 | | | | 420,000 | | | | 435,750 | |
Sprint Communications Inc., Senior Notes | | | 11.500 | % | | | 11/15/21 | | | | 1,452,000 | | | | 1,656,950 | |
Sprint Corp., Senior Notes | | | 7.875 | % | | | 9/15/23 | | | | 3,160,000 | | | | 3,397,000 | |
Sprint Corp., Senior Notes | | | 7.625 | % | | | 3/1/26 | | | | 530,000 | | | | 562,860 | |
VEON Holdings BV, Senior Notes | | | 7.504 | % | | | 3/1/22 | | | | 800,000 | | | | 875,768 | (c) |
VEON Holdings BV, Senior Notes | | | 7.504 | % | | | 3/1/22 | | | | 520,000 | | | | 569,249 | (a) |
Vimpel Communications Via VIP Finance Ireland Ltd. OJSC, Senior Notes | | | 7.748 | % | | | 2/2/21 | | | | 2,730,000 | | | | 2,922,176 | (a) |
Total Wireless Telecommunication Services | | | | | | | | | | | | | | | 20,255,801 | |
Total Communication Services | | | | | | | | | | | | | | | 72,158,251 | |
Consumer Discretionary — 9.8% | | | | | | | | | | | | | | | | |
Auto Components — 1.9% | | | | | | | | | | | | | | | | |
Adient Global Holdings Ltd., Senior Notes | | | 4.875 | % | | | 8/15/26 | | | | 3,780,000 | | | | 2,825,550 | (a) |
Adient US LLC, Senior Secured Notes | | | 7.000 | % | | | 5/15/26 | | | | 540,000 | | | | 537,300 | (a) |
American Axle & Manufacturing Inc., Senior Notes | | | 6.250 | % | | | 4/1/25 | | | | 500,000 | | | | 481,875 | |
American Axle & Manufacturing Inc., Senior Notes | | | 6.250 | % | | | 3/15/26 | | | | 250,000 | | | | 238,750 | |
American Axle & Manufacturing Inc., Senior Notes | | | 6.500 | % | | | 4/1/27 | | | | 1,730,000 | | | | 1,641,338 | |
JB Poindexter & Co. Inc., Senior Notes | | | 7.125 | % | | | 4/15/26 | | | | 1,300,000 | | | | 1,332,500 | (a) |
Total Auto Components | | | | | | | | | | | | | | | 7,057,313 | |
Diversified Consumer Services — 2.0% | | | | | | | | | | | | | | | | |
Carriage Services Inc., Senior Notes | | | 6.625 | % | | | 6/1/26 | | | | 2,680,000 | | | | 2,749,251 | (a) |
Frontdoor Inc., Senior Notes | | | 6.750 | % | | | 8/15/26 | | | | 710,000 | | | | 747,275 | (a) |
Prime Security Services Borrower LLC/ Prime Finance Inc., Secured Notes | | | 9.250 | % | | | 5/15/23 | | | | 995,000 | | | | 1,044,128 | (a) |
Prime Security Services Borrower LLC/ Prime Finance Inc., Senior Secured Notes | | | 5.250 | % | | | 4/15/24 | | | | 340,000 | | | | 334,485 | (a) |
Service Corp. International, Senior Notes | | | 7.500 | % | | | 4/1/27 | | | | 1,030,000 | | | | 1,205,100 | |
Weight Watchers International Inc., Senior Notes | | | 8.625 | % | | | 12/1/25 | | | | 1,430,000 | | | | 1,351,393 | (a) |
Total Diversified Consumer Services | | | | | | | | | | | | | | | 7,431,632 | |
Hotels, Restaurants & Leisure — 2.0% | | | | | | | | | | | | | | | | |
Boyne USA Inc., Secured Notes | | | 7.250 | % | | | 5/1/25 | | | | 440,000 | | | | 477,400 | (a) |
Golden Nugget Inc., Senior Notes | | | 8.750 | % | | | 10/1/25 | | | | 500,000 | | | | 504,375 | (a) |
MGM China Holdings Ltd., Senior Notes | | | 5.375 | % | | | 5/15/24 | | | | 310,000 | | | | 316,588 | (a) |
MGM China Holdings Ltd., Senior Notes | | | 5.875 | % | | | 5/15/26 | | | | 820,000 | | | | 836,400 | (a) |
Saga PLC, Senior Notes | | | 3.375 | % | | | 5/12/24 | | | | 590,000 | GBP | | | 629,404 | (c) |
Silversea Cruise Finance Ltd., Senior Secured Notes | | | 7.250 | % | | | 2/1/25 | | | | 762,000 | | | | 820,102 | (a) |
Twin River Worldwide Holdings Inc., Senior Notes | | | 6.750 | % | | | 6/1/27 | | | | 410,000 | | | | 417,114 | (a) |
See Notes to Financial Statements.
| | |
12 | | Western Asset High Yield Defined Opportunity Fund Inc. 2019 Annual Report |
Western Asset High Yield Defined Opportunity Fund Inc.
| | | | | | | | | | | | | | | | |
Security | | Rate | | | Maturity Date | | | Face Amount† | | | Value | |
Hotels, Restaurants & Leisure — continued | | | | | | | | | | | | | | | | |
Viking Cruises Ltd., Senior Notes | | | 6.250 | % | | | 5/15/25 | | | | 1,210,000 | | | $ | 1,237,225 | (a) |
Viking Cruises Ltd., Senior Notes | | | 5.875 | % | | | 9/15/27 | | | | 310,000 | | | | 301,419 | (a) |
VOC Escrow Ltd., Senior Secured Notes | | | 5.000 | % | | | 2/15/28 | | | | 1,710,000 | | | | 1,671,525 | (a) |
Total Hotels, Restaurants & Leisure | | | | | | | | | | | | | | | 7,211,552 | |
Specialty Retail — 3.7% | | | | | | | | | | | | | | | | |
Hertz Corp., Senior Notes | | | 5.875 | % | | | 10/15/20 | | | | 1,580,000 | | | | 1,573,087 | |
Maxeda DIY Holding BV, Senior Secured Notes | | | 6.125 | % | | | 7/15/22 | | | | 1,710,000 | EUR | | | 1,881,863 | (c) |
Party City Holdings Inc., Senior Notes | | | 6.625 | % | | | 8/1/26 | | | | 3,550,000 | | | | 3,541,125 | (a) |
PetSmart Inc., Senior Secured Notes | | | 5.875 | % | | | 6/1/25 | | | | 4,660,000 | | | | 4,369,216 | (a) |
Sally Holdings LLC/Sally Capital Inc., Senior Notes | | | 5.625 | % | | | 12/1/25 | | | | 2,100,000 | | | | 2,079,000 | |
Total Specialty Retail | | | | | | | | | | | | | | | 13,444,291 | |
Textiles, Apparel & Luxury Goods — 0.2% | | | | | | | | | | | | | | | | |
CBR Fashion Finance BV, Senior Secured Notes | | | 5.125 | % | | | 10/1/22 | | | | 600,000 | EUR | | | 651,152 | (c) |
Total Consumer Discretionary | | | | | | | | | | | | | | | 35,795,940 | |
Consumer Staples — 1.6% | | | | | | | | | | | | | | | | |
Food Products — 1.1% | | | | | | | | | | | | | | | | |
Pilgrim’s Pride Corp., Senior Notes | | | 5.750 | % | | | 3/15/25 | | | | 180,000 | | | | 182,700 | (a) |
Pilgrim’s Pride Corp., Senior Notes | | | 5.875 | % | | | 9/30/27 | | | | 2,795,000 | | | | 2,818,618 | (a) |
Simmons Foods Inc., Secured Notes | | | 5.750 | % | | | 11/1/24 | | | | 935,000 | | | | 841,500 | (a) |
Total Food Products | | | | | | | | | | | | | | | 3,842,818 | |
Household Products — 0.5% | | | | | | | | | | | | | | | | |
Spectrum Brands Inc., Senior Notes | | | 6.625 | % | | | 11/15/22 | | | | 230,000 | | | | 235,175 | |
Spectrum Brands Inc., Senior Notes | | | 5.750 | % | | | 7/15/25 | | | | 1,415,000 | | | | 1,443,229 | |
Total Household Products | | | | | | | | | | | | | | | 1,678,404 | |
Tobacco — 0.0% | | | | | | | | | | | | | | | | |
Pyxus International Inc., Secured Notes | | | 9.875 | % | | | 7/15/21 | | | | 210,000 | | | | 179,025 | |
Total Consumer Staples | | | | | | | | | | | | | | | 5,700,247 | |
Energy — 17.4% | | | | | | | | | | | | | | | | |
Energy Equipment & Services — 0.8% | | | | | | | | | | | | | | | | |
KCA Deutag UK Finance PLC, Senior Secured Notes | | | 7.250 | % | | | 5/15/21 | | | | 1,920,000 | | | | 1,468,800 | (a) |
Pride International LLC, Senior Notes | | | 7.875 | % | | | 8/15/40 | | | | 500,000 | | | | 345,000 | |
Transocean Inc., Senior Notes | | | 9.000 | % | | | 7/15/23 | | | | 218,000 | | | | 224,801 | (a) |
Transocean Inc., Senior Notes | | | 6.800 | % | | | 3/15/38 | | | | 920,000 | | | | 676,200 | |
Total Energy Equipment & Services | | | | | | | | | | | | | | | 2,714,801 | |
Oil, Gas & Consumable Fuels — 16.6% | | | | | | | | | | | | | | | | |
Andeavor Logistics LP/Tesoro Logistics Finance Corp., Senior Notes | | | 6.375 | % | | | 5/1/24 | | | | 340,000 | | | | 357,017 | |
Berry Petroleum Co. Escrow | | | — | | | | — | | | | 1,571,000 | | | | 0 | *(d)(e)(f) |
See Notes to Financial Statements.
| | |
Western Asset High Yield Defined Opportunity Fund Inc. 2019 Annual Report | | 13 |
Schedule of investments (cont’d)
May 31, 2019
Western Asset High Yield Defined Opportunity Fund Inc.
| | | | | | | | | | | | | | | | |
Security | | Rate | | | Maturity Date | | | Face Amount† | | | Value | |
Oil, Gas & Consumable Fuels — continued | | | | | | | | | | | | | | | | |
Berry Petroleum Co. Escrow | | | — | | | | — | | | | 640,000 | | | $ | 0 | *(d)(e)(f) |
Berry Petroleum Co. LLC, Senior Notes | | | 7.000 | % | | | 2/15/26 | | | | 1,920,000 | | | | 1,867,200 | (a) |
Blue Racer Midstream LLC/Blue Racer Finance Corp., Senior Notes | | | 6.125 | % | | | 11/15/22 | | | | 1,920,000 | | | | 1,920,000 | (a) |
Carrizo Oil & Gas Inc., Senior Notes | | | 8.250 | % | | | 7/15/25 | | | | 450,000 | | | | 441,000 | |
Chesapeake Energy Corp., Senior Notes | | | 6.875 | % | | | 11/15/20 | | | | 1,960,000 | | | | 2,004,100 | |
Chesapeake Energy Corp., Senior Notes | | | 4.875 | % | | | 4/15/22 | | | | 3,320,000 | | | | 3,203,800 | |
Chesapeake Energy Corp., Senior Notes | | | 5.750 | % | | | 3/15/23 | | | | 320,000 | | | | 308,000 | |
Chesapeake Energy Corp., Senior Notes | | | 8.000 | % | | | 6/15/27 | | | | 2,660,000 | | | | 2,367,400 | |
Continental Resources Inc., Senior Notes | | | 4.900 | % | | | 6/1/44 | | | | 1,400,000 | | | | 1,430,909 | |
Ecopetrol SA, Senior Notes | | | 5.875 | % | | | 5/28/45 | | | | 1,500,000 | | | | 1,545,660 | |
Kinder Morgan Inc., Senior Notes | | | 7.750 | % | | | 1/15/32 | | | | 810,000 | | | | 1,062,430 | |
Magnum Hunter Resources Corp. Escrow | | | — | | | | — | | | | 3,530,000 | | | | 0 | *(d)(e)(f) |
MEG Energy Corp., Senior Notes | | | 7.000 | % | | | 3/31/24 | | | | 5,880,000 | | | | 5,277,300 | (a) |
NGL Energy Partners LP/NGL Energy Finance Corp., Senior Notes | | | 7.500 | % | | | 11/1/23 | | | | 1,850,000 | | | | 1,887,370 | |
NGPL PipeCo LLC, Senior Notes | | | 7.768 | % | | | 12/15/37 | | | | 790,000 | | | | 979,600 | (a) |
Oasis Petroleum Inc., Senior Notes | | | 6.500 | % | | | 11/1/21 | | | | 2,140,000 | | | | 2,107,900 | |
Oasis Petroleum Inc., Senior Notes | | | 6.875 | % | | | 1/15/23 | | | | 1,553,000 | | | | 1,494,762 | |
Petrobras Global Finance BV, Senior Notes | | | 7.375 | % | | | 1/17/27 | | | | 1,000,000 | | | | 1,125,300 | |
Petrobras Global Finance BV, Senior Notes | | | 5.999 | % | | | 1/27/28 | | | | 2,340,000 | | | | 2,412,540 | |
Petrobras Global Finance BV, Senior Notes | | | 5.750 | % | | | 2/1/29 | | | | 3,650,000 | | | | 3,691,427 | |
Petrobras Global Finance BV, Senior Notes | | | 6.750 | % | | | 1/27/41 | | | | 4,540,000 | | | | 4,647,303 | |
Range Resources Corp., Senior Notes | | | 5.000 | % | | | 3/15/23 | | | | 235,000 | | | | 220,313 | |
Range Resources Corp., Senior Notes | | | 4.875 | % | | | 5/15/25 | | | | 1,780,000 | | | | 1,557,500 | |
Rockies Express Pipeline LLC, Senior Notes | | | 7.500 | % | | | 7/15/38 | | | | 570,000 | | | | 631,708 | (a) |
Rockies Express Pipeline LLC, Senior Notes | | | 6.875 | % | | | 4/15/40 | | | | 590,000 | | | | 638,999 | (a) |
Shelf Drilling Holdings Ltd., Senior Notes | | | 8.250 | % | | | 2/15/25 | | | | 1,050,000 | | | | 976,500 | (a) |
Targa Resources Partners LP/Targa Resources Partners Finance Corp., Senior Notes | | | 6.500 | % | | | 7/15/27 | | | | 560,000 | | | | 584,612 | (a) |
Targa Resources Partners LP/Targa Resources Partners Finance Corp., Senior Notes | | | 5.000 | % | | | 1/15/28 | | | | 950,000 | | | | 916,465 | |
Targa Resources Partners LP/Targa Resources Partners Finance Corp., Senior Notes | | | 6.875 | % | | | 1/15/29 | | | | 990,000 | | | | 1,057,444 | (a) |
Transportadora de Gas del Sur SA, Senior Notes | | | 6.750 | % | | | 5/2/25 | | | | 4,440,000 | | | | 4,140,300 | (a) |
Vesta Energy Corp., Senior Notes | | | 8.125 | % | | | 7/24/23 | | | | 820,000 | CAD | | | 577,871 | (a) |
Whiting Petroleum Corp., Senior Notes | | | 6.250 | % | | | 4/1/23 | | | | 1,390,000 | | | | 1,350,037 | |
Whiting Petroleum Corp., Senior Notes | | | 6.625 | % | | | 1/15/26 | | | | 1,300,000 | | | | 1,196,000 | |
Williams Cos. Inc., Senior Notes | | | 3.700 | % | | | 1/15/23 | | | | 430,000 | | | | 438,576 | |
See Notes to Financial Statements.
| | |
14 | | Western Asset High Yield Defined Opportunity Fund Inc. 2019 Annual Report |
Western Asset High Yield Defined Opportunity Fund Inc.
| | | | | | | | | | | | | | | | |
Security | | Rate | | | Maturity Date | | | Face Amount† | | | Value | |
Oil, Gas & Consumable Fuels — continued | | | | | | | | | | | | | | | | |
Williams Cos. Inc., Senior Notes | | | 4.550 | % | | | 6/24/24 | | | | 530,000 | | | $ | 562,417 | |
Williams Cos. Inc., Senior Notes | | | 7.500 | % | | | 1/15/31 | | | | 330,000 | | | | 418,934 | |
Williams Cos. Inc., Senior Notes | | | 5.750 | % | | | 6/24/44 | | | | 1,620,000 | | | | 1,768,852 | |
WPX Energy Inc., Senior Notes | | | 8.250 | % | | | 8/1/23 | | | | 460,000 | | | | 509,450 | |
YPF SA, Senior Notes | | | 8.500 | % | | | 7/28/25 | | | | 2,000,000 | | | | 1,880,000 | (a) |
YPF SA, Senior Notes | | | 6.950 | % | | | 7/21/27 | | | | 1,340,000 | | | | 1,155,616 | (a) |
Total Oil, Gas & Consumable Fuels | | | | | | | | | | | | | | | 60,712,612 | |
Total Energy | | | | | | | | | | | | | | | 63,427,413 | |
Financials — 11.0% | | | | | | | | | | | | | | | | |
Banks — 8.3% | | | | | | | | | | | | | | | | |
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 | | | | 1,120,000 | | | | 1,218,717 | (g)(h) |
Barclays Bank PLC, Subordinated Notes | | | 10.179 | % | | | 6/12/21 | | | | 740,000 | | | | 834,889 | (a) |
Barclays Bank PLC, Subordinated Notes | | | 7.625 | % | | | 11/21/22 | | | | 1,950,000 | | | | 2,116,939 | |
Barclays PLC, Junior Subordinated Notes (8.000% to 6/15/24 then 5 year Treasury Constant Maturity Rate + 5.672%) | | | 8.000 | % | | | 6/15/24 | | | | 900,000 | | | | 917,901 | (g)(h) |
BBVA Bancomer SA, Subordinated Notes (5.125% to 1/17/28 then 5 year Treasury Constant Maturity Rate + 2.650%) | | | 5.125 | % | | | 1/18/33 | | | | 1,000,000 | | | | 936,250 | (a)(h) |
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 | | | | 810,000 | | | | 870,446 | (a)(g)(h) |
Citigroup Inc., Junior Subordinated Notes (5.950% to 5/15/25 then 3 mo. USD LIBOR + 3.905%) | | | 5.950 | % | | | 5/15/25 | | | | 1,420,000 | | | | 1,469,168 | (g)(h) |
Citigroup Inc., Junior Subordinated Notes (6.300% to 5/15/24 then 3 mo. USD LIBOR + 3.423%) | | | 6.300 | % | | | 5/15/24 | | | | 3,950,000 | | | | 4,078,375 | (g)(h) |
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 | | | | 1,330,000 | | | | 1,486,009 | (a)(g)(h) |
HSBC Holdings PLC, Junior Subordinated Notes (6.375% to 3/30/25 then USD 5 year ICE Swap Rate + 4.368%) | | | 6.375 | % | | | 3/30/25 | | | | 860,000 | | | | 876,448 | (g)(h) |
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 | | | | 290,000 | | | | 290,548 | (g)(h) |
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 | | | | 700,000 | | | | 701,498 | (g)(h) |
Intesa Sanpaolo SpA, Subordinated Notes | | | 5.017 | % | | | 6/26/24 | | | | 2,100,000 | | | | 1,991,632 | (a) |
Intesa Sanpaolo SpA, Subordinated Notes | | | 5.710 | % | | | 1/15/26 | | | | 3,410,000 | | | | 3,242,879 | (a) |
Royal Bank of Scotland Group PLC, Junior Subordinated Notes (3 mo. USD LIBOR + 2.320%) | | | 4.921 | % | | | 9/30/27 | | | | 7,000,000 | | | | 6,562,500 | (g)(h) |
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 | | | | 610,000 | | | | 645,075 | (g)(h) |
TC Ziraat Bankasi AS, Senior Notes | | | 5.125 | % | | | 9/29/23 | | | | 1,080,000 | | | | 922,742 | (a) |
See Notes to Financial Statements.
| | |
Western Asset High Yield Defined Opportunity Fund Inc. 2019 Annual Report | | 15 |
Schedule of investments (cont’d)
May 31, 2019
Western Asset High Yield Defined Opportunity Fund Inc.
| | | | | | | | | | | | | | | | |
Security | | Rate | | | Maturity Date | | | Face Amount† | | | Value | |
Banks — continued | | | | | | | | | | | | | | | | |
UniCredit SpA, Subordinated Notes (7.296% to 4/2/29 then USD 5 year ICE Swap Rate + 4.914%) | | | 7.296 | % | | | 4/2/34 | | | | 1,200,000 | | | $ | 1,186,581 | (a)(h) |
Total Banks | | | | | | | | | | | | | | | 30,348,597 | |
Capital Markets — 0.7% | | | | | | | | | | | | | | | | |
Donnelley Financial Solutions Inc., Senior Notes | | | 8.250 | % | | | 10/15/24 | | | | 890,000 | | | | 912,250 | |
UBS Group Funding Switzerland AG, Senior Notes (7.000% to 1/31/24 then USD 5 year ICE Swap Rate + 4.344%) | | | 7.000 | % | | | 1/31/24 | | | | 1,370,000 | | | | 1,408,552 | (a)(g)(h) |
Total Capital Markets | | | | | | | | | | | | | | | 2,320,802 | |
Consumer Finance — 0.4% | | | | | | | | | | | | | | | | |
Navient Corp., Senior Notes | | | 5.875 | % | | | 10/25/24 | | | | 840,000 | | | | 844,200 | |
Navient Corp., Senior Notes | | | 6.750 | % | | | 6/15/26 | | | | 700,000 | | | | 705,250 | |
Total Consumer Finance | | | | | | | | | | | | | | | 1,549,450 | |
Diversified Financial Services — 1.6% | | | | | | | | | | | | | | | | |
AerCap Ireland Capital DAC/AerCap Global Aviation Trust, Senior Notes | | | 4.625 | % | | | 7/1/22 | | | | 360,000 | | | | 374,268 | |
ASP AMC Merger Sub Inc., Senior Notes | | | 8.000 | % | | | 5/15/25 | | | | 1,105,000 | | | | 779,025 | (a) |
Garfunkelux Holdco 3 SA, Senior Secured Notes | | | 7.500 | % | | | 8/1/22 | | | | 1,000,000 | EUR | | | 982,087 | (c) |
International Lease Finance Corp., Senior Notes | | | 8.250 | % | | | 12/15/20 | | | | 3,140,000 | | | | 3,384,897 | |
International Lease Finance Corp., Senior Notes | | | 5.875 | % | | | 8/15/22 | | | | 310,000 | | | | 335,301 | |
Total Diversified Financial Services | | | | | | | | | | | | | | | 5,855,578 | |
Total Financials | | | | | | | | | | | | | | | 40,074,427 | |
Health Care — 6.6% | | | | | | | | | | | | | | | | |
Health Care Equipment & Supplies — 0.2% | | | | | | | | | | | | | | | | |
IDH Finance PLC, Senior Secured Notes | | | 6.250 | % | | | 8/15/22 | | | | 620,000 | GBP | | | 711,527 | (c) |
Health Care Providers & Services — 4.0% | | | | | | | | | | | | | | | | |
Air Medical Group Holdings Inc., Senior Notes | | | 6.375 | % | | | 5/15/23 | | | | 3,285,000 | | | | 3,079,687 | (a) |
BioScrip Inc., First Lien Notes ((Highest of Federal Funds Rate + 0.500%, Prime Rate and 1 mo. LIBOR (subject to 1.000% floor) + 1.000%) or 1 mo. LIBOR (subject to 1.000% floor) + 6.000%, or 1 mo. LIBOR (subject to 1.000% floor) + 7.000%) | | | 9.500 | % | | | 8/15/20 | | | | 95,000 | | | | 94,525 | (e)(h)(i) |
BioScrip Inc., First Lien Notes ((Highest of Federal Funds Rate + 0.500%, Prime Rate and 1 mo. LIBOR (subject to 1.000% floor) + 1.000%) or 1 mo. LIBOR (subject to 1.000% floor) + 6.000%, or 1 mo. LIBOR (subject to 1.000% floor) + 7.000%) | | | 9.500 | % | | | 6/30/22 | | | | 1,369,000 | | | | 1,430,605 | (d)(e)(h)(i) |
BioScrip Inc., Senior Notes | | | 8.875 | % | | | 2/15/21 | | | | 670,000 | | | | 671,675 | |
CHS/Community Health Systems Inc., Senior Secured Notes | | | 8.000 | % | | | 3/15/26 | | | | 1,920,000 | | | | 1,844,160 | (a) |
DaVita Inc., Senior Notes | | | 5.125 | % | | | 7/15/24 | | | | 350,000 | | | | 342,020 | |
DaVita Inc., Senior Notes | | | 5.000 | % | | | 5/1/25 | | | | 1,370,000 | | | | 1,300,747 | |
HCA Inc., Senior Notes | | | 7.500 | % | | | 11/15/95 | | | | 1,000,000 | | | | 1,025,000 | |
Magellan Health Inc., Senior Notes | | | 4.900 | % | | | 9/22/24 | | | | 2,320,000 | | | | 2,238,800 | |
See Notes to Financial Statements.
| | |
16 | | Western Asset High Yield Defined Opportunity Fund Inc. 2019 Annual Report |
Western Asset High Yield Defined Opportunity Fund Inc.
| | | | | | | | | | | | | | | | |
Security | | Rate | | | Maturity Date | | | Face Amount† | | | Value | |
Health Care Providers & Services — continued | | | | | | | | | | | | | | | | |
NVA Holdings Inc., Senior Notes | | | 6.875 | % | | | 4/1/26 | | | | 53,000 | | | $ | 51,940 | (a) |
Tenet Healthcare Corp., Secured Notes | | | 5.125 | % | | | 5/1/25 | | | | 1,000,000 | | | | 995,000 | |
Tenet Healthcare Corp., Senior Notes | | | 8.125 | % | | | 4/1/22 | | | | 1,540,000 | | | | 1,615,660 | |
Total Health Care Providers & Services | | | | | | | | | | | | | | | 14,689,819 | |
Pharmaceuticals — 2.4% | | | | | | | | | | | | | | | | |
Bausch Health Americas Inc., Senior Notes | | | 8.500 | % | | | 1/31/27 | | | | 210,000 | | | | 220,960 | (a) |
Bausch Health Cos. Inc., Senior Notes | | | 5.875 | % | | | 5/15/23 | | | | 840,000 | | | | 847,350 | (a) |
Bausch Health Cos. Inc., Senior Notes | | | 6.125 | % | | | 4/15/25 | | | | 3,290,000 | | | | 3,213,918 | (a) |
Bausch Health Cos. Inc., Senior Notes | | | 9.000 | % | | | 12/15/25 | | | | 1,400,000 | | | | 1,512,000 | (a) |
Bausch Health Cos. Inc., Senior Secured Notes | | | 7.000 | % | | | 3/15/24 | | | | 210,000 | | | | 219,844 | (a) |
Endo Finance LLC/Endo Finco Inc., Senior Notes | | | 7.250 | % | | | 1/15/22 | | | | 1,615,000 | | | | 1,536,269 | (a) |
Teva Pharmaceutical Finance Co. BV, Senior Notes | | | 2.950 | % | | | 12/18/22 | | | | 480,000 | | | | 429,000 | |
Teva Pharmaceutical Finance IV BV, Senior Notes | | | 3.650 | % | | | 11/10/21 | | | | 220,000 | | | | 206,525 | |
Teva Pharmaceutical Finance Netherlands III BV, Senior Notes | | | 2.800 | % | | | 7/21/23 | | | | 800,000 | | | | 669,000 | |
Total Pharmaceuticals | | | | | | | | | | | | | | | 8,854,866 | |
Total Health Care | | | | | | | | | | | | | | | 24,256,212 | |
Industrials — 6.2% | | | | | | | | | | | | | | | | |
Aerospace & Defense — 0.2% | | | | | | | | | | | | | | | | |
Heligear Acquisition Co., Senior Secured Notes | | | 10.250 | % | | | 10/15/19 | | | | 620,000 | | | | 623,763 | (a) |
Building Products — 0.7% | | | | | | | | | | | | | | | | |
Builders FirstSource Inc., Senior Secured Notes | | | 6.750 | % | | | 6/1/27 | | | | 270,000 | | | | 274,050 | (a) |
Standard Industries Inc., Senior Notes | | | 5.000 | % | | | 2/15/27 | | | | 980,000 | | | | 959,175 | (a) |
Standard Industries Inc., Senior Notes | | | 4.750 | % | | | 1/15/28 | | | | 1,570,000 | | | | 1,505,238 | (a) |
Total Building Products | | | | | | | | | | | | | | | 2,738,463 | |
Commercial Services & Supplies — 2.8% | | | | | | | | | | | | | | | | |
Garda World Security Corp., Senior Notes | | | 7.250 | % | | | 11/15/21 | | | | 540,000 | | | | 541,350 | (a) |
GFL Environmental Inc., Senior Notes | | | 5.375 | % | | | 3/1/23 | | | | 3,000,000 | | | | 2,940,000 | (a) |
GFL Environmental Inc., Senior Notes | | | 8.500 | % | | | 5/1/27 | | | | 1,280,000 | | | | 1,309,465 | (a) |
United Rentals North America Inc., Senior Notes | | | 6.500 | % | | | 12/15/26 | | | | 4,130,000 | | | | 4,388,125 | |
United Rentals North America Inc., Senior Notes | | | 5.500 | % | | | 5/15/27 | | | | 415,000 | | | | 419,669 | |
United Rentals North America Inc., Senior Notes | | | 4.875 | % | | | 1/15/28 | | | | 610,000 | | | | 592,981 | |
Total Commercial Services & Supplies | | | | | | | | | | | | | | | 10,191,590 | |
Containers & Packaging — 0.6% | | | | | | | | | | | | | | | | |
Hercule Debtco Sarl, Senior Secured Notes (6.750% Cash or 7.500% PIK) | | | 6.750 | % | | | 6/30/24 | | | | 1,720,000 | EUR | | | 1,818,217 | (a)(j) |
Hercule Debtco Sarl, Senior Secured Notes (6.750% PIK) | | | 6.750 | % | | | 6/30/24 | | | | 500,000 | EUR | | | 528,552 | (c)(j) |
Total Containers & Packaging | | | | | | | | | | | | | | | 2,346,769 | |
See Notes to Financial Statements.
| | |
Western Asset High Yield Defined Opportunity Fund Inc. 2019 Annual Report | | 17 |
Schedule of investments (cont’d)
May 31, 2019
Western Asset High Yield Defined Opportunity Fund Inc.
| | | | | | | | | | | | | | | | |
Security | | Rate | | | Maturity Date | | | Face Amount† | | | Value | |
Industrial Conglomerates — 0.2% | | | | | | | | | | | | | | | | |
General Electric Co., Junior Subordinated Notes (5.000% to 1/21/21 then 3 mo. USD LIBOR + 3.330%) | | | 5.000 | % | | | 1/21/21 | | | | 650,000 | | | $ | 605,940 | (g)(h) |
Machinery — 0.3% | | | | | | | | | | | | | | | | |
Cleaver-Brooks Inc., Senior Secured Notes | | | 7.875 | % | | | 3/1/23 | | | | 670,000 | | | | 644,875 | (a) |
MAI Holdings Inc., Senior Secured Notes | | | 9.500 | % | | | 6/1/23 | | | | 940,000 | | | | 611,000 | |
Total Machinery | | | | | | | | | | | | | | | 1,255,875 | |
Marine — 0.4% | | | | | | | | | | | | | | | | |
Navios Maritime Acquisition Corp./Navios Acquisition Finance U.S. Inc., Senior Secured Notes | | | 8.125 | % | | | 11/15/21 | | | | 1,670,000 | | | | 1,361,050 | (a) |
Road & Rail — 0.3% | | | | | | | | | | | | | | | | |
Flexi-Van Leasing Inc., Secured Notes | | | 10.000 | % | | | 2/15/23 | | | | 1,000,000 | | | | 925,000 | (a) |
Trading Companies & Distributors — 0.7% | | | | | | | | | | | | | | | | |
Ahern Rentals Inc., Secured Notes | | | 7.375 | % | | | 5/15/23 | | | | 370,000 | | | | 325,600 | (a) |
Beacon Roofing Supply Inc., Senior Notes | | | 4.875 | % | | | 11/1/25 | | | | 2,290,000 | | | | 2,173,370 | (a) |
Total Trading Companies & Distributors | | | | | | | | | | | | | | | 2,498,970 | |
Total Industrials | | | | | | | | | | | | | | | 22,547,420 | |
Information Technology — 1.4% | | | | | | | | | | | | | | | | |
Semiconductors & Semiconductor Equipment — 0.3% | | | | | | | | | | | | | | | | |
Amkor Technology Inc., Senior Notes | | | 6.625 | % | | | 9/15/27 | | | | 1,000,000 | | | | 960,000 | (a) |
Software — 0.0% | | | | | | | | | | | | | | | | |
Interface Special Holdings Inc., Senior Notes (19.000% PIK) | | | 19.000 | % | | | 11/1/23 | | | | 1,090,177 | | | | 73,587 | (a)(j) |
Technology Hardware, Storage & Peripherals — 1.1% | | | | | | | | | | | | | | | | |
Dell International LLC/EMC Corp., Senior Notes | | | 7.125 | % | | | 6/15/24 | | | | 270,000 | | | | 284,595 | (a) |
Seagate HDD Cayman, Senior Notes | | | 4.750 | % | | | 6/1/23 | | | | 720,000 | | | | 737,886 | |
Seagate HDD Cayman, Senior Notes | | | 4.750 | % | | | 1/1/25 | | | | 2,350,000 | | | | 2,332,939 | |
Seagate HDD Cayman, Senior Notes | | | 4.875 | % | | | 6/1/27 | | | | 210,000 | | | | 200,729 | |
Western Digital Corp., Senior Notes | | | 4.750 | % | | | 2/15/26 | | | | 608,000 | | | | 578,068 | |
Total Technology Hardware, Storage & Peripherals | | | | | | | | | | | | | | | 4,134,217 | |
Total Information Technology | | | | | | | | | | | | | | | 5,167,804 | |
Materials — 10.5% | | | | | | | | | | | | | | | | |
Construction Materials — 0.6% | | | | | | | | | | | | | | | | |
Summit Materials LLC/Summit Materials Finance Corp., Senior Notes | | | 5.125 | % | | | 6/1/25 | | | | 450,000 | | | | 443,250 | (a) |
Summit Materials LLC/Summit Materials Finance Corp., Senior Notes | | | 6.500 | % | | | 3/15/27 | | | | 1,240,000 | | | | 1,274,100 | (a) |
U.S. Concrete Inc., Senior Notes | | | 6.375 | % | | | 6/1/24 | | | | 510,000 | | | | 521,475 | |
Total Construction Materials | | | | | | | | | | | | | | | 2,238,825 | |
Containers & Packaging — 3.7% | | | | | | | | | | | | | | | | |
ARD Securities Finance SARL, Senior Secured Notes (8.750% PIK) | | | 8.750 | % | | | 1/31/23 | | | | 5,131,965 | | | | 4,952,346 | (a)(j) |
See Notes to Financial Statements.
| | |
18 | | Western Asset High Yield Defined Opportunity Fund Inc. 2019 Annual Report |
Western Asset High Yield Defined Opportunity Fund Inc.
| | | | | | | | | | | | | | | | |
Security | | Rate | | | Maturity Date | | | Face Amount† | | | Value | |
Containers & Packaging — continued | | | | | | | | | | | | | | | | |
Ardagh Packaging Finance PLC/Ardagh Holdings USA Inc., Senior Notes | | | 7.250 | % | | | 5/15/24 | | | | 830,000 | | | $ | 867,350 | (a) |
Ardagh Packaging Finance PLC/Ardagh Holdings USA Inc., Senior Notes | | | 6.000 | % | | | 2/15/25 | | | | 3,905,000 | | | | 3,876,494 | (a) |
Greif Inc., Senior Notes | | | 6.500 | % | | | 3/1/27 | | | | 1,200,000 | | | | 1,209,000 | (a) |
Pactiv LLC, Senior Notes | | | 7.950 | % | | | 12/15/25 | | | | 410,000 | | | | 420,250 | |
Pactiv LLC, Senior Notes | | | 8.375 | % | | | 4/15/27 | | | | 2,280,000 | | | | 2,348,400 | |
Total Containers & Packaging | | | | | | | | | | | | | | | 13,673,840 | |
Metals & Mining — 5.3% | | | | | | | | | | | | | | | | |
Alcoa Nederland Holding BV, Senior Notes | | | 6.750 | % | | | 9/30/24 | | | | 500,000 | | | | 512,500 | (a) |
Alcoa Nederland Holding BV, Senior Notes | | | 7.000 | % | | | 9/30/26 | | | | 1,130,000 | | | | 1,189,325 | (a) |
Alcoa Nederland Holding BV, Senior Notes | | | 6.125 | % | | | 5/15/28 | | | | 440,000 | | | | 443,300 | (a) |
ArcelorMittal, Senior Notes | | | 7.000 | % | | | 10/15/39 | | | | 2,020,000 | | | | 2,305,688 | |
First Quantum Minerals Ltd., Senior Notes | | | 7.000 | % | | | 2/15/21 | | | | 624,000 | | | | 622,440 | (a) |
First Quantum Minerals Ltd., Senior Notes | | | 7.250 | % | | | 5/15/22 | | | | 500,000 | | | | 476,875 | (a) |
First Quantum Minerals Ltd., Senior Notes | | | 7.500 | % | | | 4/1/25 | | | | 1,420,000 | | | | 1,274,450 | (a) |
Freeport-McMoRan Inc., Senior Notes | | | 4.000 | % | | | 11/14/21 | | | | 450,000 | | | | 453,937 | |
Freeport-McMoRan Inc., Senior Notes | | | 3.550 | % | | | 3/1/22 | | | | 310,000 | | | | 304,188 | |
Freeport-McMoRan Inc., Senior Notes | | | 6.875 | % | | | 2/15/23 | | | | 770,000 | | | | 807,537 | |
Freeport-McMoRan Inc., Senior Notes | | | 3.875 | % | | | 3/15/23 | | | | 380,000 | | | | 366,700 | |
Freeport-McMoRan Inc., Senior Notes | | | 4.550 | % | | | 11/14/24 | | | | 990,000 | | | | 959,062 | |
Freeport-McMoRan Inc., Senior Notes | | | 5.400 | % | | | 11/14/34 | | | | 280,000 | | | | 250,600 | |
Freeport-McMoRan Inc., Senior Notes | | | 5.450 | % | | | 3/15/43 | | | | 2,330,000 | | | | 1,999,140 | |
Hudbay Minerals Inc., Senior Notes | | | 7.250 | % | | | 1/15/23 | | | | 970,000 | | | | 980,912 | (a) |
Hudbay Minerals Inc., Senior Notes | | | 7.625 | % | | | 1/15/25 | | | | 380,000 | | | | 379,050 | (a) |
Midwest Vanadium Pty Ltd., Senior Secured Notes | | | 13.250 | % | | | 2/15/18 | | | | 1,202,655 | | | | 4,510 | *(a)(k) |
Northwest Acquisitions ULC/Dominion Finco Inc., Secured Notes | | | 7.125 | % | | | 11/1/22 | | | | 411,000 | | | | 321,608 | (a) |
Teck Resources Ltd., Senior Notes | | | 8.500 | % | | | 6/1/24 | | | | 1,970,000 | | | | 2,104,134 | (a) |
Teck Resources Ltd., Senior Notes | | | 6.250 | % | | | 7/15/41 | | | | 260,000 | | | | 272,607 | |
Vale Overseas Ltd., Senior Notes | | | 6.875 | % | | | 11/21/36 | | | | 2,220,000 | | | | 2,497,500 | |
Vale Overseas Ltd., Senior Notes | | | 6.875 | % | | | 11/10/39 | | | | 750,000 | | | | 843,750 | |
Total Metals & Mining | | | | | | | | | | | | | | | 19,369,813 | |
Paper & Forest Products — 0.9% | | | | | | | | | | | | | | | | |
Lecta SA, Senior Secured Notes | | | 6.500 | % | | | 8/1/23 | | | | 910,000 | EUR | | | 673,502 | (c) |
Mercer International Inc., Senior Notes | | | 7.375 | % | | | 1/15/25 | | | | 2,330,000 | | | | 2,452,325 | (a) |
Total Paper & Forest Products | | | | | | | | | | | | | | | 3,125,827 | |
Total Materials | | | | | | | | | | | | | | | 38,408,305 | |
See Notes to Financial Statements.
| | |
Western Asset High Yield Defined Opportunity Fund Inc. 2019 Annual Report | | 19 |
Schedule of investments (cont’d)
May 31, 2019
Western Asset High Yield Defined Opportunity Fund Inc.
| | | | | | | | | | | | | | | | |
Security | | Rate | | | Maturity Date | | | Face Amount† | | | Value | |
Real Estate — 1.0% | | | | | | | | | | | | | | | | |
Equity Real Estate Investment Trusts (REITs) — 0.5% | |
CoreCivic Inc., Senior Notes | | | 4.125 | % | | | 4/1/20 | | | | 130,000 | | | $ | 130,163 | |
CoreCivic Inc., Senior Notes | | | 4.625 | % | | | 5/1/23 | | | | 370,000 | | | | 364,912 | |
CoreCivic Inc., Senior Notes | | | 4.750 | % | | | 10/15/27 | | | | 920,000 | | | | 817,650 | |
GEO Group Inc. | | | 5.875 | % | | | 10/15/24 | | | | 750,000 | | | | 699,375 | |
Total Equity Real Estate Investment Trusts (REITs) | | | | | | | | 2,012,100 | |
Real Estate Management & Development — 0.5% | | | | | | | | | | | | | | | | |
WeWork Cos. Inc., Senior Notes | | | 7.875 | % | | | 5/1/25 | | | | 1,970,000 | | | | 1,822,250 | (a) |
Total Real Estate | | | | | | | | | | | | | | | 3,834,350 | |
Utilities — 1.7% | | | | | | | | | | | | | | | | |
Electric Utilities — 1.0% | | | | | | | | | | | | | | | | |
FirstEnergy Corp., Senior Notes | | | 7.375 | % | | | 11/15/31 | | | | 1,260,000 | | | | 1,692,025 | |
Pampa Energia SA, Senior Notes | | | 7.375 | % | | | 7/21/23 | | | | 1,580,000 | | | | 1,465,466 | (c) |
Talen Energy Supply LLC, Senior Notes | | | 10.500 | % | | | 1/15/26 | | | | 600,000 | | | | 601,500 | (a) |
Total Electric Utilities | | | | | | | | | | | | | | | 3,758,991 | |
Gas Utilities — 0.7% | | | | | | | | | | | | | | | | |
Suburban Propane Partners LP/Suburban Energy Finance Corp., Senior Notes | | | 5.875 | % | | | 3/1/27 | | | | 2,450,000 | | | | 2,382,625 | |
Total Utilities | | | | | | | | | | | | | | | 6,141,616 | |
Total Corporate Bonds & Notes (Cost — $299,122,466) | | | | | | | | 317,511,985 | |
Sovereign Bonds — 7.0% | | | | | | | | | | | | | | | | |
Argentina — 1.2% | | | | | | | | | | | | | | | | |
Argentina POM Politica Monetaria, Bonds (Argentina Central Bank 7 Day Repo Reference Rate) | | | 68.804 | % | | | 6/21/20 | | | | 56,620,000 | ARS | | | 1,263,092 | (h) |
Argentine Republic Government International Bond, Senior Notes | | | 6.875 | % | | | 4/22/21 | | | | 630,000 | | | | 523,215 | |
Argentine Republic Government International Bond, Senior Notes | | | 5.625 | % | | | 1/26/22 | | | | 3,360,000 | | | | 2,602,320 | |
Total Argentina | | | | | | | | | | | | | | | 4,388,627 | |
Brazil — 1.2% | | | | | | | | | | | | | | | | |
Brazil Notas do Tesouro Nacional Serie F, Notes | | | 10.000 | % | | | 1/1/21 | | | | 2,466,000 | BRL | | | 659,902 | |
Brazil Notas do Tesouro Nacional Serie F, Notes | | | 10.000 | % | | | 1/1/23 | | | | 13,700,000 | BRL | | | 3,749,587 | |
Total Brazil | | | | | | | | | | | | | | | 4,409,489 | |
Ecuador — 1.3% | | | | | | | | | | | | | | | | |
Ecuador Government International Bond, Senior Notes | | | 10.750 | % | | | 3/28/22 | | | | 330,000 | | | | 367,538 | (a) |
Ecuador Government International Bond, Senior Notes | | | 9.650 | % | | | 12/13/26 | | | | 4,220,000 | | | | 4,441,592 | (a) |
Total Ecuador | | | | | | | | | | | | | | | 4,809,130 | |
See Notes to Financial Statements.
| | |
20 | | Western Asset High Yield Defined Opportunity Fund Inc. 2019 Annual Report |
Western Asset High Yield Defined Opportunity Fund Inc.
| | | | | | | | | | | | | | | | |
Security | | Rate | | | Maturity Date | | | Face Amount† | | | Value | |
Ghana — 0.3% | | | | | | | | | | | | | | | | |
Ghana Government International Bond, Senior Notes | | | 8.125 | % | | | 3/26/32 | | | | 1,000,000 | | | $ | 961,270 | (a) |
Indonesia — 0.7% | | | | | | | | | | | | | | | | |
Indonesia Treasury Bond, Senior Notes | | | 8.250 | % | | | 7/15/21 | | | | 5,985,000,000 | IDR | | | 428,689 | |
Indonesia Treasury Bond, Senior Notes | | | 7.000 | % | | | 5/15/22 | | | | 31,811,000,000 | IDR | | | 2,216,573 | |
Total Indonesia | | | | | | | | | | | | | | | 2,645,262 | |
Mexico — 0.2% | | | | | | | | | | | | | | | | |
Mexican Bonos, Bonds | | | 6.500 | % | | | 6/9/22 | | | | 18,070,000 | MXN | | | 889,064 | |
Russia — 1.2% | | | | | | | | | | | | | | | | |
Russian Federal Bond — OFZ | | | 7.750 | % | | | 9/16/26 | | | | 183,580,000 | RUB | | | 2,821,080 | |
Russian Federal Bond — OFZ | | | 8.150 | % | | | 2/3/27 | | | | 90,000,000 | RUB | | | 1,412,342 | |
Total Russia | | | | | | | | | | | | | | | 4,233,422 | |
Ukraine — 0.4% | | | | | | | | | | | | | | | | |
Ukraine Government International Bond, Senior Notes | | | 7.750 | % | | | 9/1/20 | | | | 1,500,000 | | | | 1,514,754 | (a) |
Uruguay — 0.5% | | | | | | | | | | | | | | | | |
Uruguay Government International Bond, Senior Notes | | | 9.875 | % | | | 6/20/22 | | | | 47,140,000 | UYU | | | 1,313,233 | (c) |
Uruguay Government International Bond, Senior Notes | | | 8.500 | % | | | 3/15/28 | | | | 13,140,000 | UYU | | | 313,642 | (c) |
Total Uruguay | | | | | | | | | | | | | | | 1,626,875 | |
Total Sovereign Bonds (Cost — $26,856,765) | | | | | | | | | | | | | | | 25,477,893 | |
Senior Loans — 1.9% | | | | | | | | | | | | | | | | |
Communication Services — 0.2% | | | | | | | | | | | | | | | | |
Media — 0.2% | | | | | | | | | | | | | | | | |
iHeartCommunications Inc., Term Loan | | | — | | | | 5/4/26 | | | | 920,000 | | | | 922,109 | (l) |
Consumer Discretionary — 1.3% | | | | | | | | | | | | | | | | |
Specialty Retail — 1.3% | | | | | | | | | | | | | | | | |
PetSmart Inc., Term Loan B2 (1 mo. USD LIBOR + 4.250%) | | | 6.720 | % | | | 3/11/22 | | | | 4,790,739 | | | | 4,635,040 | (h)(m)(n) |
Health Care — 0.2% | | | | | | | | | | | | | | | | |
Pharmaceuticals — 0.2% | | | | | | | | | | | | | | | | |
Beta Sub LLC, Term Loan | | | — | | | | 5/22/26 | | | | 750,000 | | | | 746,250 | (e)(l) |
Materials — 0.1% | | | | | | | | | | | | | | | | |
Containers & Packaging — 0.1% | | | | | | | | | | | | | | | | |
Reynolds Group Holdings Inc., Incremental Term Loan (1 mo. USD LIBOR + 2.750%) | | | 5.189 | % | | | 2/6/23 | | | | 489,918 | | | | 487,079 | (h)(m)(n) |
Utilities — 0.1% | | | | | | | | | | | | | | | | |
Electric Utilities — 0.1% | | | | | | | | | | | | | | | | |
Panda Temple Power LLC, Second Lien Term Loan (1 mo. USD LIBOR + 8.000% PIK) | | | 10.430 | % | | | 2/7/23 | | | | 372,735 | | | | 373,201 | (h)(j)(m)(n) |
Total Senior Loans (Cost — $6,468,404) | | | | | | | | | | | | | | | 7,163,679 | |
See Notes to Financial Statements.
| | |
Western Asset High Yield Defined Opportunity Fund Inc. 2019 Annual Report | | 21 |
Schedule of investments (cont’d)
May 31, 2019
Western Asset High Yield Defined Opportunity Fund Inc.
| | | | | | | | | | | | | | | | |
Security | | | | | | | | Shares | | | Value | |
Common Stocks — 0.8% | | | | | | | | | | | | | | | | |
Consumer Discretionary — 0.0% | | | | | | | | | | | | | | | | |
Hotels, Restaurants & Leisure — 0.0% | | | | | | | | | | | | | | | | |
Bossier Escrow Shares | | | | | | | | | | | 68,957 | | | $ | 14,460 | *(d)(e) |
Energy — 0.6% | | | | | | | | | | | | | | | | |
Energy Equipment & Services — 0.0% | | | | | | | | | | | | | | | | |
Hercules Offshore Inc. (Escrow) | | | | | | | | | | | 46,103 | | | | 33,143 | *(d)(e) |
Oil, Gas & Consumable Fuels — 0.6% | | | | | | | | | | | | | | | | |
Berry Petroleum Corp. | | | | | | | | | | | 172,805 | | | | 1,857,654 | |
Montage Resources Corp. | | | | | | | | | | | 54,096 | | | | 422,490 | * |
MWO Holdings LLC | | | | | | | | | | | 442 | | | | 33,742 | *(d)(e) |
Total Oil, Gas & Consumable Fuels | | | | | | | | | | | | | | | 2,313,886 | |
Total Energy | | | | | | | | | | | | | | | 2,347,029 | |
Utilities — 0.2% | | | | | | | | | | | | | | | | |
Electric Utilities — 0.2% | | | | | | | | | | | | | | | | |
Panda Temple Power LLC | | | | | | | | | | | 24,398 | | | | 536,756 | *(e) |
Total Common Stocks (Cost — $8,528,499) | | | | | | | | | | | | | | | 2,898,245 | |
| | | | |
| | Rate | | | Maturity Date | | | Face Amount† | | | | |
Convertible Bonds & Notes — 0.7% | | | | | | | | | | | | | | | | |
Communication Services — 0.7% | | | | | | | | | | | | | | | | |
Interactive Media & Services — 0.1% | | | | | | | | | | | | | | | | |
Twitter Inc., Senior Notes | | | 1.000 | % | | | 9/15/21 | | | | 320,000 | | | | 306,590 | |
Media — 0.6% | | | | | | | | | | | | | | | | |
DISH Network Corp., Senior Notes | | | 2.375 | % | | | 3/15/24 | | | | 2,595,000 | | | | 2,261,056 | |
Total Convertible Bonds & Notes (Cost — $2,559,367) | | | | | | | | | | | | 2,567,646 | |
| | | | |
| | | | | | | | Shares | | | | |
Preferred Stocks — 0.4% | | | | | | | | | | | | | | | | |
Financials — 0.4% | | | | | | | | | | | | | | | | |
Banks — 0.1% | | | | | | | | | | | | | | | | |
GMAC Capital Trust I (3 mo. USD LIBOR + 5.785%) | | | 8.303 | % | | | | | | | 17,000 | | | | 438,940 | (h) |
Capital Markets — 0.3% | | | | | | | | | | | | | | | | |
B. Riley Financial Inc. | | | 6.875 | % | | | | | | | 39,275 | | | | 997,192 | |
Total Preferred Stocks (Cost — $1,281,227) | | | | | | | | | | | | | | | 1,436,132 | |
| | | | |
| | | | | | | | Face Amount† | | | | |
U.S. Government & Agency Obligations — 0.2% | | | | | | | | | | | | | | | | |
U.S. Government Obligations — 0.2% | | | | | | | | | | | | | | | | |
U.S. Treasury Notes (Cost — $742,885) | | | 2.000 | % | | | 6/30/24 | | | | 750,000 | | | | 751,846 | |
See Notes to Financial Statements.
| | |
22 | | Western Asset High Yield Defined Opportunity Fund Inc. 2019 Annual Report |
Western Asset High Yield Defined Opportunity Fund Inc.
| | | | | | | | | | | | | | | | |
Security | | Rate | | | Maturity Date | | | Face Amount† | | | Value | |
Non-U.S. Treasury Inflation Protected Securities — 0.1% | | | | | | | | | | | | | |
Argentina — 0.1% | | | | | | | | | | | | | | | | |
Bonos de la Nacion Argentina con Ajuste por CER, Bonds (Cost — $371,789) | | | 4.000 | % | | | 3/6/20 | | | | 15,177,295 | ARS | | $ | 285,473 | |
Total Investments before Short-Term Investments (Cost — $345,931,402) | | | | 358,092,899 | |
| | | | |
| | | | | | | | Shares | | | | |
Short-Term Investments — 1.0% | | | | | | | | | | | | | | | | |
Dreyfus Government Cash Management, Institutional Shares (Cost — $3,495,404) | | | 2.318 | % | | | | | | | 3,495,404 | | | | 3,495,404 | |
Total Investments — 99.1% (Cost — $349,426,806) | | | | | | | | | | | | 361,588,303 | |
Other Assets in Excess of Liabilities — 0.9% | | | | | | | | | | | | | | | 3,326,027 | |
Total Net Assets — 100.0% | | | | | | | | | | | | | | $ | 364,914,330 | |
† | Face amount denominated in U.S. dollars, unless otherwise noted. |
* | Non-income producing security. |
(a) | Security is exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in transactions that are exempt from registration, normally to qualified institutional buyers. This security has been deemed liquid pursuant to guidelines approved by the Board of Directors. |
(b) | The coupon payment on these securities is currently in default as of May 31, 2019. |
(c) | Security is exempt from registration under Regulation S of the Securities Act of 1933. Regulation S applies to securities offerings that are made outside of the United States and do not involve direct selling efforts in the United States. This security has been deemed liquid pursuant to guidelines approved by the Board of Directors. |
(d) | Security is valued in good faith in accordance with procedures approved by the Board of Directors (Note 1). |
(e) | Security is valued using significant unobservable inputs (Note 1). |
(f) | Value is less than $1. |
(g) | Security has no maturity date. The date shown represents the next call date. |
(h) | 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. |
(i) | Restricted security (Note 7). |
(j) | 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. |
(k) | The maturity principal is currently in default as of May 31, 2019. |
(l) | All or a portion of this loan is unfunded as of May 31, 2019. The interest rate for fully unfunded term loans is to be determined. |
(m) | Senior loans may be considered restricted in that the Fund ordinarily is contractually obligated to receive approval from the agent bank and/or borrower prior to the disposition of a senior loan. |
(n) | Interest rates disclosed represent the effective rates on senior loans. Ranges in interest rates are attributable to multiple contracts under the same loan. |
See Notes to Financial Statements.
| | |
Western Asset High Yield Defined Opportunity Fund Inc. 2019 Annual Report | | 23 |
Schedule of investments (cont’d)
May 31, 2019
Western Asset High Yield Defined Opportunity Fund Inc.
| | |
Abbreviations used in this schedule: |
| |
ARS | | — Argentine Peso |
| |
BRL | | — Brazilian Real |
| |
CAD | | — Canadian Dollar |
| |
CER | | — Coeficente de Establilzacion de Referencia |
| |
EUR | | — Euro |
| |
GBP | | — British Pound |
| |
ICE | | — Intercontinental Exchange |
| |
IDR | | — Indonesian Rupiah |
| |
LIBOR | | — London Interbank Offered Rate |
| |
MXN | | — Mexican Peso |
| |
OJSC | | — Open Joint Stock Company |
| |
PIK | | —Payment-In-Kind |
| |
RUB | | — Russian Ruble |
| |
USD | | — United States Dollar |
| |
UYU | | — Uruguayan Peso |
At May 31, 2019, the Fund had the following open forward foreign currency contracts:
| | | | | | | | | | | | | | | | | | | | |
Currency Purchased | | | Currency Sold | | | Counterparty | | Settlement Date | | | Unrealized Appreciation (Depreciation) | |
BRL | | | 3,740,000 | | | USD | | | 946,548 | | | Barclays Bank PLC | | | 7/17/19 | | | $ | 2,658 | |
USD | | | 948,011 | | | BRL | | | 3,740,000 | | | Barclays Bank PLC | | | 7/17/19 | | | | (1,194) | |
USD | | | 624,934 | | | CAD | | | 830,000 | | | Barclays Bank PLC | | | 7/17/19 | | | | 10,103 | |
USD | | | 568,084 | | | EUR | | | 500,000 | | | Barclays Bank PLC | | | 7/17/19 | | | | 7,253 | |
USD | | | 5,385,883 | | | EUR | | | 4,747,540 | | | Barclays Bank PLC | | | 7/17/19 | | | | 60,751 | |
USD | | | 53,880 | | | GBP | | | 40,985 | | | Barclays Bank PLC | | | 7/17/19 | | | | 1,939 | |
USD | | | 790,138 | | | GBP | | | 600,000 | | | Barclays Bank PLC | | | 7/17/19 | | | | 29,739 | |
USD | | | 621,695 | | | EUR | | | 550,000 | | | Goldman Sachs Group Inc. | | | 7/17/19 | | | | 4,782 | |
Total | | | | | | | | | | | | | | | | | | $ | 116,031 | |
| | |
Abbreviations used in this table: |
| |
BRL | | — Brazilian Real |
| |
CAD | | — Canadian Dollar |
| |
EUR | | — Euro |
| |
GBP | | — British Pound |
| |
USD | | — United States Dollar |
See Notes to Financial Statements.
| | |
24 | | Western Asset High Yield Defined Opportunity Fund Inc. 2019 Annual Report |
Statement of assets and liabilities
May 31, 2019
| | | | |
| |
Assets: | | | | |
Investments, at value (Cost — $349,426,806) | | $ | 361,588,303 | |
Cash | | | 104,704 | |
Foreign currency, at value (Cost — $391,856) | | | 389,004 | |
Interest receivable | | | 6,285,199 | |
Receivable for securities sold | | | 2,139,343 | |
Unrealized appreciation on forward foreign currency contracts | | | 117,225 | |
Prepaid expenses | | | 10,777 | |
Total Assets | | | 370,634,555 | |
| |
Liabilities: | | | | |
Payable for securities purchased | | | 3,375,775 | |
Distributions payable | | | 2,013,328 | |
Investment management fee payable | | | 242,131 | |
Directors’ fees payable | | | 9,595 | |
Unrealized depreciation on forward foreign currency contracts | | | 1,194 | |
Accrued expenses | | | 78,202 | |
Total Liabilities | | | 5,720,225 | |
Total Net Assets | | $ | 364,914,330 | |
| |
Net Assets: | | | | |
Par value ($0.001 par value; 22,749,468 shares issued and outstanding; 100,000,000 common shares authorized) | | $ | 22,749 | |
Paid-in capital in excess of par value | | | 430,360,229 | |
Total distributable earnings (loss) | | | (65,468,648) | |
Total Net Assets | | $ | 364,914,330 | |
| |
Shares Outstanding | | | 22,749,468 | |
| |
Net Asset Value | | | $16.04 | |
See Notes to Financial Statements.
| | |
Western Asset High Yield Defined Opportunity Fund Inc. 2019 Annual Report | | 25 |
Statement of operations
For the Year Ended May 31, 2019
| | | | |
| |
Investment Income: | | | | |
Interest | | $ | 28,871,271 | |
Dividends | | | 232,594 | |
Less: Foreign taxes withheld | | | (19,631) | |
Total Investment Income | | | 29,084,234 | |
| |
Expenses: | | | | |
Investment management fee (Note 2) | | | 2,915,378 | |
Directors’ fees | | | 100,870 | |
Audit and tax fees | | | 56,070 | |
Transfer agent fees | | | 47,365 | |
Fund accounting fees | | | 45,012 | |
Legal fees | | | 32,009 | |
Shareholder reports | | | 24,035 | |
Custody fees | | | 13,359 | |
Stock exchange listing fees | | | 12,492 | |
Insurance | | | 5,706 | |
Interest expense | | | 242 | |
Miscellaneous expenses | | | 16,696 | |
Total Expenses | | | 3,269,234 | |
Less: Fee waivers and/or expense reimbursements (Note 2) | | | (45,061) | |
Net Expenses | | | 3,224,173 | |
Net Investment Income | | | 25,860,061 | |
| |
Realized and Unrealized Gain (Loss) on Investments, Futures Contracts, Forward Foreign Currency Contracts and Foreign Currency Transactions (Notes 1, 3 and 4): | | | | |
Net Realized Gain (Loss) From: | | | | |
Investment transactions | | | (8,190,494) | |
Futures contracts | | | 5,170 | |
Forward foreign currency contracts | | | 184,454 | |
Foreign currency transactions | | | (251,462) | |
Net Realized Loss | | | (8,252,332) | |
Change in Net Unrealized Appreciation (Depreciation) From: | | | | |
Investments | | | 3,226,761 | |
Forward foreign currency contracts | | | (18,649) | |
Foreign currencies | | | 96,773 | |
Change in Net Unrealized Appreciation (Depreciation) | | | 3,304,885 | |
Net Loss on Investments, Futures Contracts, Forward Foreign Currency Contracts and Foreign Currency Transactions | | | (4,947,447) | |
Increase in Net Assets From Operations | | $ | 20,912,614 | |
See Notes to Financial Statements.
| | |
26 | | Western Asset High Yield Defined Opportunity Fund Inc. 2019 Annual Report |
Statements of changes in net assets
| | | | | | | | |
For the Years Ended May 31, | | 2019 | | | 2018 | |
| | |
Operations: | | | | | | | | |
Net investment income | | $ | 25,860,061 | | | $ | 25,036,231 | |
Net realized loss | | | (8,252,332) | | | | (7,184,858) | |
Change in net unrealized appreciation (depreciation) | | | 3,304,885 | | | | (9,483,861) | |
Increase in Net Assets From Operations | | | 20,912,614 | | | | 8,367,512 | |
| | |
Distributions to Shareholders From (Note 1): | | | | | | | | |
Total distributable earnings(a) | | | (24,179,515) | | | | (25,528,765) | |
Decrease in Net Assets From Distributions to Shareholders | | | (24,179,515) | | | | (25,528,765) | |
| | |
Fund Share Transactions: | | | | | | | | |
Cost of shares repurchased (33,902 and 0 shares repurchased, respectively) | | | (445,351) | | | | — | |
Decrease in Net Assets From Fund Share Transactions | | | (445,351) | | | | — | |
Decrease in Net Assets | | | (3,712,252) | | | | (17,161,253) | |
| | |
Net Assets: | | | | | | | | |
Beginning of year | | | 368,626,582 | | | | 385,787,835 | |
End of year(b) | | $ | 364,914,330 | | | $ | 368,626,582 | |
(a) | Distributions from net investment income and from realized gains are no longer required to be separately disclosed (Note 9). For the year ended May 31, 2018, distributions from net investment income were $25,528,765. |
(b) | Parenthetical disclosure of undistributed net investment income is no longer required (Note 9). For the year ended May 31, 2018, end of year net assets included overdistributed net investment income of $(2,251,722). |
See Notes to Financial Statements.
| | |
Western Asset High Yield Defined Opportunity Fund Inc. 2019 Annual Report | | 27 |
Financial highlights
| | | | | | | | | | | | | | | | | | | | | | | | |
For a share of capital stock outstanding throughout each year ended May 31, unless otherwise noted: | |
| | 20191 | | | 20181 | | | 20171,2 | | | 20161,3 | | | 20151,3 | | | 20141,3 | |
| | | | | | |
Net asset value, beginning of year | | | $16.18 | | | | $16.93 | | | | $16.46 | | | | $16.96 | | | | $19.38 | | | | $19.02 | |
| | | | | | |
Income (loss) from operations: | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | 1.14 | | | | 1.10 | | | | 0.88 | | | | 1.28 | | | | 1.30 | | | | 1.38 | |
Net realized and unrealized gain (loss) | | | (0.22) | | | | (0.73) | | | | 0.53 | | | | (0.46) | | | | (2.40) | | | | 0.44 | |
Total income (loss) from operations | | | 0.92 | | | | 0.37 | | | | 1.41 | | | | 0.82 | | | | (1.10) | | | | 1.82 | |
| | | | | | |
Less distributions from: | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (1.06) | | | | (1.12) | | | | (0.94) | | | | (1.32) | | | | (1.32) | | | | (1.37) | |
Return of capital | | | — | | | | — | | | | — | | | | — | | | | — | | | | (0.09) | |
Total distributions | | | (1.06) | | | | (1.12) | | | | (0.94) | | | | (1.32) | | | | (1.32) | | | | (1.46) | |
Anti-dilutive impact of repurchase plan | | | 0.00 | 4,5 | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | |
Net asset value, end of year | | | $16.04 | | | | $16.18 | | | | $16.93 | | | | $16.46 | | | | $16.96 | | | | $19.38 | |
| | | | | | |
Market price, end of year | | | $14.46 | | | | $14.55 | | | | $15.44 | | | | $15.32 | | | | $14.46 | | | | $17.17 | |
Total return, based on NAV6,7 | | | 5.95 | % | | | 2.20 | % | | | 8.82 | % | | | 5.53 | % | | | (5.85) | % | | | 9.80 | % |
Total return, based on Market Price8 | | | 6.97 | % | | | 1.45 | % | | | 7.15 | % | | | 16.17 | % | | | (8.51) | % | | | 5.54 | % |
| | | | | | |
Net assets, end of year (millions) | | | $365 | | | | $369 | | | | $386 | | | | $375 | | | | $386 | | | | $442 | |
| | | | | | |
Ratios to average net assets: | | | | | | | | | | | | | | | | | | | | | | | | |
Gross expenses | | | 0.90 | % | | | 0.92 | % | | | 0.91 | %9 | | | 0.91 | % | | | 0.88 | % | | | 0.89 | % |
Net expenses | | | 0.88 | 10 | | | 0.92 | | | | 0.91 | 9 | | | 0.91 | | | | 0.88 | | | | 0.89 | |
Net investment income | | | 7.10 | | | | 6.58 | | | | 7.06 | 9 | | | 8.11 | | | | 7.18 | | | | 7.07 | |
| | | | | | |
Portfolio turnover rate | | | 89 | % | | | 88 | % | | | 62 | % | | | 70 | % | | | 58 | % | | | 42 | % |
1 | Per share amounts have been calculated using the average shares method. |
2 | For the period September 1, 2016 through May 31, 2017. |
3 | For the year ended August 31. |
4 | Amount represents less than $0.005 per share. |
5 | The repurchase plan was completed at an average repurchase price of $13.14 for 33,902 shares and $445,351 for the year ended May 31, 2019. |
6 | 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. Total returns for periods of less than one year are not annualized. |
7 | The total return calculation assumes that distributions are reinvested at NAV. Past performance is no guarantee of future results. Total returns for periods of less than one year are not annualized. |
8 | The total return calculation assumes that distributions are reinvested in accordance with the Fund’s dividend reinvestment plan. Past performance is no guarantee of future results. Total returns for periods of less than one year are not annualized. |
10 | Reflects fee waivers and/or expense reimbursements. |
See Notes to Financial Statements.
| | |
28 | | Western Asset High Yield Defined Opportunity Fund Inc. 2019 Annual Report |
Notes to financial statements
1. Organization and significant accounting policies
Western Asset High Yield Defined Opportunity Fund Inc. (the “Fund”) was incorporated in Maryland on July 20, 2010 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 high income. As a secondary investment objective, the Fund will seek capital appreciation. The Fund seeks to achieve its investment objectives by investing, under normal market conditions, at least 80% of its net assets in a portfolio of high-yield corporate fixed income securities with varying maturities. Corporate securities include those securities that are issued or originated by U.S. or foreign public or private corporations and other business entities. The Fund intends to liquidate on or about September 30, 2025 and distribute substantially all of its net assets to stockholders, after making appropriate provisions for any liabilities of the Fund.
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 High Yield Defined Opportunity Fund 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.
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.) |
| | |
30 | | Western Asset High Yield Defined Opportunity Fund Inc. 2019 Annual Report |
• | | 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: | | | | | | | | | | | | | | | | |
Energy | | | — | | | $ | 63,427,413 | | | $ | 0 | * | | $ | 63,427,413 | |
Health care | | | — | | | | 22,731,082 | | | | 1,525,130 | | | | 24,256,212 | |
Other corporate bonds & notes | | | — | | | | 229,828,360 | | | | — | | | | 229,828,360 | |
Sovereign bonds | | | — | | | | 25,477,893 | | | | — | | | | 25,477,893 | |
Senior loans: | | | | | | | | | | | | | | | | |
Health care | | | — | | | | — | | | | 746,250 | | | | 746,250 | |
Other senior loans | | | — | | | | 6,417,429 | | | | — | | | | 6,417,429 | |
Common stocks: | | | | | | | | | | | | | | | | |
Consumer discretionary | | | — | | | | — | | | | 14,460 | | | | 14,460 | |
Energy | | $ | 2,280,144 | | | | — | | | | 66,885 | | | | 2,347,029 | |
Utilities | | | — | | | | — | | | | 536,756 | | | | 536,756 | |
Convertible bonds & notes | | | — | | | | 2,567,646 | | | | — | | | | 2,567,646 | |
Preferred stocks | | | 1,436,132 | | | | — | | | | — | | | | 1,436,132 | |
U.S. government & agency obligations | | | — | | | | 751,846 | | | | — | | | | 751,846 | |
Non-U.S. Treasury inflation protected securities | | | — | | | | 285,473 | | | | — | | | | 285,473 | |
Total long-term investments | | | 3,716,276 | | | | 351,487,142 | | | | 2,889,481 | | | | 358,092,899 | |
Short-term investments† | | | 3,495,404 | | | | — | | | | — | | | | 3,495,404 | |
Total investments | | $ | 7,211,680 | | | $ | 351,487,142 | | | $ | 2,889,481 | | | $ | 361,588,303 | |
| | | | | | | | | | | | | | | | |
Other financial instruments: | | | | | | | | | | | | | | | | |
Forward foreign currency contracts | | | — | | | $ | 117,225 | | | | — | | | $ | 117,225 | |
Total | | $ | 7,211,680 | | | $ | 351,604,367 | | | $ | 2,889,481 | | | $ | 361,705,528 | |
|
LIABILITIES | |
Description | | Quoted Prices (Level 1) | | | Other Significant Observable Inputs (Level 2) | | | Significant Unobservable Inputs (Level 3) | | | Total | |
Other financial instruments: | | | | | | | | | | | | | | | | |
Forward foreign currency contracts | | | — | | | $ | 1,194 | | | | — | | | $ | 1,194 | |
† | See Schedule of Investments for additional detailed categorizations. |
* | Amount represents less than $1. |
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Western Asset High Yield Defined Opportunity Fund 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 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 counter-party 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) 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.
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32 | | Western Asset High Yield Defined Opportunity Fund Inc. 2019 Annual Report |
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.
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.
(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) Unfunded loan commitments. The Fund may enter into certain credit agreements where all or a portion of the total amount committed may be unfunded. The Fund is obligated to fund these commitments at the borrower’s discretion. The commitments are disclosed in the accompanying Schedule of Investments. At May 31, 2019, the Fund had sufficient cash and/or securities to cover these commitments.
(g) Credit and market risk. The Fund invests in high-yield and emerging market instruments that are subject to certain credit and market risks. The yields of high-yield and emerging market debt obligations reflect, among other things, perceived credit and market risks. The Fund’s 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. The consequences of political, social,
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Western Asset High Yield Defined Opportunity Fund Inc. 2019 Annual Report | | 33 |
Notes to financial statements (cont’d)
economic or diplomatic changes may have disruptive effects on the market prices of investments held by the Fund. The Fund’s investments innon-U.S. dollar denominated securities may also result in foreign currency losses caused by devaluations and exchange rate fluctuations.
(h) 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.
(i) 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 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.
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34 | | Western Asset High Yield Defined Opportunity Fund Inc. 2019 Annual Report |
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 May 31, 2019, the Fund held forward foreign currency contracts with credit related contingent features which had a liability position of $1,194. If a contingent feature in the master agreements would have been triggered, the Fund would have been required to pay this amount to its derivative counterparties.
As of May 31, 2019, the Fund heldnon-cash collateral from Barclays Bank PLC in the amount of $12,027. This amount could be used to reduce the Fund’s exposure to the counterparty in the event of default.
(j) 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 for dividends received in cash and/or securities. 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.
(k) Distributions to shareholders. Distributions from net investment income of the Fund, if any, are declared quarterly and paid on a monthly basis. 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 High Yield Defined Opportunity Fund Inc. 2019 Annual Report | | 35 |
Notes to financial statements (cont’d)
(l) 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.
(m) 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.
Management has analyzed the Fund’s tax positions taken on income tax returns for all open tax years and has concluded that as of May 31, 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.
(n) 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 Fund had no reclassifications.
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”) is the Fund’s subadviser. 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 Limited”) serve as additional subadvisers to the Fund, under additional subadvisory agreements with Western Asset. LMPFA, Western Asset, Western Asset Singapore, Western Asset Japan and Western Asset Limited are wholly-owned subsidiaries of Legg Mason, Inc. (“Legg Mason”).
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 0.80% 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 Limited 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 Limited a monthly
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36 | | Western Asset High Yield Defined Opportunity Fund Inc. 2019 Annual Report |
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.
Effective December 1, 2018, LMPFA implemented a voluntary investment management fee waiver of 0.025% that will continue until November 30, 2019.
During the year ended May 31, 2019, fees waived and/or expenses reimbursed amount to $45,061.
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 May 31, 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 | | $ | 301,974,897 | | | $ | 17,451,302 | |
Sales | | | 300,983,701 | | | | 20,619,477 | |
At May 31, 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 | | $ | 351,800,236 | | | $ | 23,189,593 | | | $ | (13,401,526) | | | $ | 9,788,067 | |
Forward foreign currency contracts | | | — | | | | 117,225 | | | | (1,194) | | | | 116,031 | |
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 May 31, 2019.
| | | | |
ASSET DERIVATIVES1 | |
| | Foreign Exchange Risk | |
Forward foreign currency contracts | | $ | 117,225 | |
| | | | |
LIABILITY DERIVATIVES1 | |
| | Foreign Exchange Risk | |
Forward foreign currency contracts | | $ | 1,194 | |
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). |
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Western Asset High Yield Defined Opportunity Fund Inc. 2019 Annual Report | | 37 |
Notes to financial statements (cont’d)
The following tables provide information about the effect of derivatives and hedging activities on the Fund’s Statement of Operations for the year ended May 31, 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 | | | Total | |
Futures contracts | | $ | 5,170 | | | | — | | | $ | 5,170 | |
Forward foreign currency contracts | | | — | | | $ | 184,454 | | | | 184,454 | |
Total | | $ | 5,170 | | | $ | 184,454 | | | $ | 189,624 | |
| | | | |
CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) ON DERIVATIVES RECOGNIZED | |
| | Foreign Exchange Risk | |
Forward foreign currency contracts | | $ | (18,649) | |
During the year ended May 31, 2019, the volume of derivative activity for the Fund was as follows:
| | | | |
| | Average Market Value | |
Futures contracts (to sell)† | | $ | 867,555 | |
Forward foreign currency contracts (to buy) | | | 623,429 | |
Forward foreign currency contracts (to sell) | | | 4,438,355 | |
† | At May 31, 2019, there were no open positions held in this derivative. |
The following table presents the Fund’s OTC derivative assets and liabilities by counterparty net of amounts available for offset under an ISDA Master Agreement and net of the related collateral pledged (received) by the Fund as of May 31, 2019.
| | | | | | | | | | | | | | | | | | | | |
Counterparty | | Gross Assets Subject to Master Agreements1 | | | Gross Liabilities Subject to Master Agreements1 | | | Net Assets (Liabilities) Subject to Master Agreements | | | Collateral Pledged (Received)2,3 | | | Net Amount4,5 | |
Barclays Bank PLC | | $ | 112,443 | | | $ | (1,194) | | | $ | 111,249 | | | $ | (12,027) | | | $ | 99,222 | |
Goldman Sachs Group Inc. | | | 4,782 | | | | — | | | | 4,782 | | | | — | | | | 4,782 | |
Total | | $ | 117,225 | | | $ | (1,194) | | | $ | 116,031 | | | $ | (12,027) | | | $ | 104,004 | |
1 | Absent an event of default or early termination, derivative assets and liabilities are presented gross and not offset in the Statement of Assets and Liabilities. |
2 | Gross amounts are not offset in the Statement of Assets and Liabilities. |
3 | In some instances, the actual collateral received and/or pledged may be more than the amount shown here due to overcollateralization. |
4 | Net amount may also include forward foreign currency exchange contracts that are not required to be collateralized. |
5 | Represents the net amount receivable (payable) from (to) the counterparty in the event of default. |
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38 | | Western Asset High Yield Defined Opportunity Fund Inc. 2019 Annual Report |
5. Distributions subsequent to May 31, 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 | |
5/24/2019 | | | 6/3/2019 | | | $ | 0.0885 | |
6/21/2019 | | | 7/1/2019 | | | $ | 0.0890 | |
7/19/2019 | | | 8/1/2019 | | | $ | 0.0890 | |
8/23/2019 | | | 9/3/2019 | | | $ | 0.0890 | |
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 May 31, 2019, the Fund repurchased and retired 0.15% of its common shares outstanding under the repurchase plan. The weighted average discount per share on these repurchases was 14.06% for the year ended May 31, 2019. Shares repurchased and the corresponding dollar amount are included in the Statement of Changes in Net Assets. The anti-dilutive impact of these share repurchases is included in the Financial Highlights.
Since the commencement of the stock repurchase program through May 31, 2019, the Fund repurchased 33,902 shares or 0.15% of its common shares outstanding for a total amount of $445,351.
7. Restricted securities
The following Fund investments are restricted as to resale.
| | | | | | | | | | | | | | | | | | | | | | | | |
Security | | Face Amount | | | Acquisition Date | | | Cost | | | Value at 5/31/2019 | | | Value Per Unit | | | Percent of Net Assets | |
BioScrip Inc., First Lien Notes, 9.500%, due 6/30/22 | | $ | 1,369,000 | | | | 6/17 | | | $ | 1,359,886 | | | $ | 1,430,605 | (a) | | $ | 104.50 | | | | 0.39 | % |
BioScrip Inc., First Lien Notes, 9.500%, due 8/15/20 | | | 95,000 | | | | 5/19 | | | | 94,050 | | | | 94,525 | | | | 99.50 | | | | 0.03 | |
Total | | | | | | | | | | $ | 1,453,936 | | | $ | 1,525,130 | | | | | | | | 0.42 | % |
(a) | Security is valued in good faith in accordance with procedures approved by the Board of Directors. |
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Western Asset High Yield Defined Opportunity Fund Inc. 2019 Annual Report | | 39 |
Notes to financial statements (cont’d)
8. Income tax information and distributions to shareholders
The tax character of distributions paid during the fiscal years ended May 31, was as follows:
| | | | | | | | |
| | 2019 | | | 2018 | |
Distributions paid from: | | | | | | | | |
Ordinary income | | $ | 24,179,515 | | | $ | 25,528,765 | |
As of May 31, 2019, the components of accumulated earnings (losses) on a tax basis were as follows:
| | | | |
Deferred capital losses* | | $ | (73,870,200) | |
Other book/tax temporary differences(a) | | | (1,483,201) | |
Unrealized appreciation (depreciation)(b) | | | 9,884,753 | |
Total accumulated earnings (losses) — net | | $ | (65,468,648) | |
* | These capital losses have been deferred in the current year as either short-term or long-term losses. The losses will be deemed to occur on the first day of the next taxable year in the same character as they were originally deferred and will be available to offset future taxable capital gains. |
(a) | Other book/tax temporary differences are attributable to the realization for tax purposes of unrealized gains (losses) on certain foreign currency contracts, the tax deferral of losses on straddles, book/tax differences in the accrual of interest income on securities in default, the difference between cash and accrual basis distributions paid and book/tax differences in the timing of the deductibility of various expenses. |
(b) | The difference between book-basis 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/discounts on fixed income securities. |
9. Recent accounting pronouncements
The Fund has made a change in accounting principle and adopted the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Update2017-08(“ASU 2017-08”),Premium Amortization on Purchased Callable Debt Securities.ASU2017-08 shortens the amortization period for certain callable debt securities held at a premium; specifically, requiring the premium to be amortized to the earliest call date. Prior to ASU2017-08, premiums on callable debt securities were generally amortized to maturity date. ASU2017-08 is intended to more closely align the amortization period with the expectations incorporated into the market pricing on the underlying security. ASU2017-08 does not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity date. Upon evaluation, the Fund has concluded that the change in accounting principle does not materially impact the financial statement amounts.
In August 2018, the Securities and Exchange Commission released its Final Rule on Disclosure Update and Simplification (the “Final Rule”) which is intended to simplify an issuer’s disclosure compliance efforts by removing redundant or outdated disclosure requirements without significantly altering the mix of information provided to investors. Effective with the current reporting period, the Fund adopted the Final Rule with the most notable impacts being that the Fund is no longer required to present the components of distributable earnings on the
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40 | | Western Asset High Yield Defined Opportunity Fund Inc. 2019 Annual Report |
Statement of Assets and Liabilities or the sources of distributions to shareholders and the amount of undistributed net investment income on the Statements of Changes in Net Assets. The tax components of distributable earnings and distributions to shareholders continue to be disclosed within the Notes to Financial Statements.
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 ValueMeasurement(“ASU2018-13”) which introduces new fair value disclosure requirements as well as eliminates and modifies certain existing fair value disclosure requirements.ASU 2018-13 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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Western Asset High Yield Defined Opportunity Fund Inc. 2019 Annual Report | | 41 |
Report of independent registered public accounting firm
To the Board of Directors and Shareholders of Western Asset High Yield Defined Opportunity Fund Inc.
Opinion on the financial statements
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, ofWestern Asset High Yield Defined Opportunity Fund Inc. (the “Fund”) as of May 31, 2019, the related statements of operations for the year ended May 31, 2019 and the statement of changes in net assets and financial highlights for each of the two years in the period ended May 31, 2019, including the related notes(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 May 31, 2019, the results of its operations for the year then ended, and changes in its net assets and financial highlights for each of the two years in the period ended May 31, 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 May 31, 2017 and the financial highlights for each of the periods ended on or prior to May 31, 2017 (not presented herein, other than the financial highlights) were audited by other auditors whose report dated July 20, 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 May 31, 2019 by correspondence with the custodian, agent banks and brokers; when replies were not received, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
/s/PricewaterhouseCoopers LLP
Baltimore, Maryland
July 18, 2019
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.
| | |
42 | | Western Asset High Yield Defined Opportunity Fund Inc. 2019 Annual Report |
Additional information(unaudited)
Information about Directors and Officers
The business and affairs of Western Asset High Yield Defined Opportunity Fund 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, 11thFloor, 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.
| | |
Independent Directors† |
|
Robert D. Agdern |
| |
Year of birth | | 1950 |
Position(s) held with Fund1 | | Director and Member of Nominating and Audit Committees, Class III |
Term of office1and length of time served | | Since 2015 |
Principal occupation(s) during 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); formerly, 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) | | 23 |
Other board memberships held by Director during past five years | | None |
| |
Carol L. Colman | | |
| |
Year of birth | | 1946 |
Position(s) held with Fund1 | | Director and Member of Nominating and Audit Committees, Class I |
Term of office1and length of time served | | Since 2010 |
Principal occupation(s) during past five years | | President, Colman Consulting Company (consulting) |
Number of portfolios in fund complex overseen by Director (including the Fund) | | 23 |
Other board memberships held by Director during past five years | | None |
| | |
Western Asset High Yield Defined Opportunity Fund Inc. | | 43 |
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 Nominating and Audit Committees, Class I |
Term of office1and length of time served | | Since 2010 |
Principal occupation(s) during 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) | | 23 |
Other board memberships held by Director during past five years | | None |
| |
Paolo M. Cucchi | | |
| |
Year of birth | | 1941 |
Position(s) held with Fund1 | | Director and Member of Nominating and Audit Committees, Class I |
Term of office1and length of time served | | Since 2010 |
Principal occupation(s) during 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) | | 23 |
Other board memberships held by Director during past five years | | None |
| |
William R. Hutchinson | | |
| |
Year of birth | | 1942 |
Position(s) held with Fund1 | | Director and Member of Nominating and Audit Committees, Class II |
Term of office1and length of time served | | Since 2010 |
Principal occupation(s) during past five years | | President, W.R. Hutchinson & Associates Inc. (Consulting) (since 2001) |
Number of portfolios in fund complex overseen by Director (including the Fund) | | 23 |
Other board memberships held by Director during past five years | | Director(Non-Executive Chairman of the Board (since December 1, 2009)), Associated Banc Corp. (banking) (since 1994) |
| | |
44 | | Western Asset High Yield Defined Opportunity Fund Inc. |
| | |
Independent Directors cont’d |
| |
Eileen A. Kamerick | | |
| |
Year of birth | | 1958 |
Position(s) held with Fund1 | | Director and Member of Nominating and Audit Committees, Class III |
Term of office1and length of time served | | Since 2013 |
Principal occupation(s) during 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) | | 23 |
Other board memberships held by Director during 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 Kumar2 | | |
| |
Year of birth | | 1970 |
Position(s) held with Fund1 | | Director and Member of Nominating and Audit Committees, Class II |
Term of office1and length of time served | | Since 2019 |
Principal occupation(s) during 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) | | 23 |
Other board memberships held by Director during 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) |
| | |
Western Asset High Yield Defined Opportunity Fund Inc. | | 45 |
Additional information(unaudited) (cont’d)
Information about Directors and Officers
| | |
Interested Director and Officer |
| |
Jane Trust, CFA3 | | |
| |
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 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 141 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) | | 132 |
Other board memberships held by Director during 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 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 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) |
| | |
46 | | Western Asset High Yield Defined Opportunity Fund Inc. |
| | |
Additional Officers cont’d |
| |
Robert I. Frenkel Legg Mason 100 First 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 2010 |
Principal occupation(s) during past five years | | Vice President and Deputy General Counsel of Legg Mason (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 2010 |
Principal occupation(s) during 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) |
| |
Richard F. Sennett Legg Mason 100 International Drive, Baltimore, MD 21202 | | |
| |
Year of birth | | 1970 |
Position(s) held with Fund1 | | Principal Financial Officer |
Term of office1and length of time served | | Since 2011 |
Principal occupation(s) during past five years | | Principal Financial Officer and Treasurer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2011 and since 2013); Managing Director of Legg Mason & Co. and Senior Manager of the Treasury Policy group for Legg Mason & Co.’s Global Fiduciary Platform (since 2011); Chief Accountant within the SEC’s Division of Investment Management (2007 to 2011); formerly, Assistant Chief Accountant within the SEC’s Division of Investment Management (2002 to 2007) |
| | |
Western Asset High Yield Defined Opportunity Fund Inc. | | 47 |
Additional information(unaudited) (cont’d)
Information about Directors and Officers
| | |
Additional Officers cont’d |
| |
Jennifer S. Berg Legg Mason 100 International Drive, Baltimore, MD 21202 | | |
| |
Year of birth | | 1973 |
Position(s) held with Fund1 | | Treasurer |
Term of office1and length of time served | | Since 2018 |
Principal occupation(s) during past five years | | Director of Legg Mason & Co. (since 2014); Treasurer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2018); formerly, Vice President of Legg Mason & Co. (2011 to 2014) |
| |
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 2010 |
Principal occupation(s) during 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”). |
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 2021, year 2019 and year 2020, 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 | Effective January 1, 2019, Ms. Kumar became a Director. |
3 | 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. |
| | |
48 | | Western Asset High Yield Defined Opportunity Fund 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’sForm N-CSR filed with the SEC for the period of this report.
| | |
Western Asset High Yield Defined Opportunity Fund Inc. | | 49 |
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.
| | |
50 | | Western Asset High Yield Defined Opportunity Fund 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 at1-888-888-0151. 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;
| | |
Western Asset High Yield Defined Opportunity Fund Inc. | | 51 |
Dividend reinvestment plan(unaudited) (cont’d)
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.
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.
| | |
52 | | Western Asset High Yield Defined Opportunity Fund Inc. |
Important tax information(unaudited)
The following information is provided with respect to the distributions paid during the taxable year ended May 31, 2019:
| | | | | | | | |
Record date: | | | Monthly | | | | Monthly | |
Payable date: | |
| June 2018 through December 2018 | | |
| January 2019 through May 2019 | |
Ordinary income: | | | | | | | | |
Qualified dividend income for individuals | | | 2.51% | | | | 4.18% | |
Dividends qualifying for the dividends | | | | | | | | |
received deduction for corporations | | | 1.19% | | | | 2.71% | |
The law varies in each state as to whether and what percentage of dividend income attributable to Federal obligations is exempt from state income tax. We recommend that you consult with your tax adviser to determine if any portion of the dividends you received is exempt from state income taxes.
The following information is applicable to non U.S. resident shareholders:
The following ordinary income distributions paid monthly by the Fund represent interest-related dividends eligible for exemption from U.S. withholding tax for nonresident aliens and foreign corporations:
| | | | |
Record date: | | Monthly | | Monthly |
Payable date: | | June 2018 through December 2018 | | January 2019 through May 2019 |
Interest-related dividends | | 44.00% | | 44.00% |
Please retain this information for your records.
| | |
Western Asset High Yield Defined Opportunity Fund Inc. | | 53 |
Western Asset
High Yield Defined Opportunity Fund 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
Richard F. Sennett
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
Jennifer S. Berg
Treasurer
Jeanne M. Kelly
Senior Vice President
* | Effective January 1, 2019, Ms. Kumar became a Director. |
Western Asset High Yield Defined Opportunity Fund 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
HYI
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; |
|
NOT PART OF THE ANNUAL REPORT |
Legg Mason Funds Privacy and Security Notice (cont’d)
• | | Fiduciaries or representatives acting on your behalf, such as an IRA custodian or trustee of a grantor trust. |
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 High Yield Defined Opportunity Fund Inc.
Western Asset High Yield Defined Opportunity Fund 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 High Yield Defined Opportunity Fund 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
WASX013977 7/19 SR19-3665
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 May 31, 2018 and May 31, 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 $74,768 in May 31, 2018 and $65,792 in May 31, 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 $6,427 in May 31, 2018 and $3,000 in May 31, 2019.
In addition, there were no Audit-Related Fees billed in the Reporting Period for assurance and related services by the Auditor to the Registrant’s investment adviser (not including anysub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the Western Asset High Yield Defined Opportunity Fund Inc. (“service affiliates”), that were reasonably related to the performance of the annual audit of the service affiliates. Accordingly, there were no such fees that requiredpre-approval by the Audit Committee for the Reporting Period.
(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 $4,000 in May 31, 2018 and $0 in May 31, 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 High Yield Defined Opportunity Fund Inc. were $0 in May 31, 2018 and $0 in May 31, 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 High Yield Defined Opportunity Fund 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 of RegulationS-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 High Yield Defined Opportunity Fund Inc., the percentage of fees that were approved by the audit committee, with respect to: Audit-Related Fees were 100% and 100% for May 31, 2018 and May 31, 2019; Tax Fees were 100% and 100% for May 31, 2018 and May 31, 2019; and Other Fees were 100% and 100% for May 31, 2018 and May 31, 2019.
(f) N/A
(g) Non-audit fees billed by the Auditor for services rendered to Western Asset High Yield Defined Opportunity Fund Inc., LMPFA and any entity controlling, controlled by, or under common control with LMPFA that provides ongoing services to Western Asset High Yield Defined Opportunity Fund Inc. during the reporting period were $562,403 in May 31, 2018 and $678,000 in May 31, 2019.
(h) Yes. Western Asset High Yield Defined Opportunity Fund 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 High Yield Defined Opportunity Fund 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
William R. Hutchinson
Paolo M. Cucchi
Daniel P. Cronin
Carol L. Colman
Leslie H. Gelb*
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 POLICIES 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.
A proxy log including:
| • | | 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 and portfolio managers are 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 Recipients 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 to 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 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 (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 plan 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, it 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 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 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 circumstance 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 right 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 voting statement. These proposals generally seek to change some aspect of a company’s corporate governance structure or to changes 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 in non-U.S. issuers –i.e. issuers that are incorporated under the laws of a foreign jurisdiction and that are not listed on a U.S. securities exchange or the NASDAQ stock market, the following guidelines are used, which are premised on the existence of a sound corporate governance disclosure 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. | INVESTMENT PROFESSIONALS 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. |
| | |
Christopher F. Kilpatrick Western Asset 385 East Colorado Blvd. Pasadena, CA 91101
| | Since 2012 | | Responsible for theday-to-day management with other members of the Fund’s portfolio management team; employed by Western Asset Management as an investment professional for at least the past five years. |
| | |
Michael C. Buchanan Western Asset 385 East Colorado Blvd. Pasadena, CA 91101 | | Since 2010 | | Responsible for theday-to-day management with other members of the Fund’s portfolio management team; employed by Western Asset Management as an investment professional for at least the past five years; formerly, Managing Director and head of U.S. Credit Products from 2003-2005 at Credit Suisse Asset Management |
(a)(2): DATA TO BE PROVIDED BY FINANCIAL CONTROL
The following tables set forth certain additional information with respect to the fund’s investment professionals for the fund. Unless noted otherwise, all information is provided as of May 31, 2019.
Other Accounts Managed by Investment Professionals
The table below identifies the number of accounts (other than the fund) for which the fund’s investment professionals 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 otheraccounts. 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 | | 106 | | $164.2 billion | | None | | None |
| Other Pooled Vehicles | | 259 | | $78.9 billion | | 7 | | $1.5 billion |
| Other Accounts | | 592 | | $198.4 billion | | 28 | | $12.7 billion |
Michael C. Buchanan ‡ | | Other Registered Investment Companies | | 33 | | $17.7 billion | | None | | None |
| Other Pooled Vehicles | | 60 | | $20.1 billion | | 3 | | $715 million |
| Other Accounts | | 176 | | $71.4 billion | | 10 | | $4.6 billion |
Christopher Kilpatrick ‡ | | Other Registered Investment Companies | | 9 | | $3.5 billion | | None | | None |
| Other Pooled Vehicles | | 4 | | $426 million | | None | | None |
| Other Accounts | | None | | None | | None | | None |
‡ | 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 May 31, 2019.
| | |
Investment Professional(s) | | Dollar Range of Portfolio Securities Beneficially Owned |
S. Kenneth Leech | | C |
Christopher F. Kilpatrick | | A |
Michael C. Buchanan | | 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 |
| | | | | | | | | | | | | | | | |
| | (a) | | | (b) | | | (c) | | | (d) | |
Period | | Total Number of Shares Purchased | | | Average Price Paid per Share | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs | |
June 1 through June 30 | | | 0 | | | | 0 | | | | 0 | | | | 2,278,336 | |
July 1 through July 31 | | | 0 | | | | 0 | | | | 0 | | | | 2,278,336 | |
August 1 through August 31 | | | 0 | | | | 0 | | | | 0 | | | | 2,278,336 | |
September 1 through September 30 | | | 0 | | | | 0 | | | | 0 | | | | 2,278,336 | |
October 1 through October 31 | | | 0 | | | | 0 | | | | 0 | | | | 2,278,336 | |
November 1 through November 30 | | | 0 | | | | 0 | | | | 0 | | | | 2,278,336 | |
December 1 through December 31 | | | 33,901 | | | $ | 13.14 | | | | 33,901 | | | | 2,244,435 | |
January 1 through January 31 | | | 0 | | | | 0 | | | | 0 | | | | 2,244,435 | |
February 1 through February 28 | | | 0 | | | | 0 | | | | 0 | | | | 2,244,435 | |
March 1 through March 31 | | | 0 | | | | 0 | | | | 0 | | | | 2,244,435 | |
April 1 through April 30 | | | 0 | | | | 0 | | | | 0 | | | | 2,244,435 | |
May 1 through May 31 | | | 0 | | | | 0 | | | | 0 | | | | 2,244,435 | |
Total | | | | | | | | | | | | | | | | |
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.
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 High Yield Defined Opportunity Fund Inc.
| | |
By: | | /s/ Jane Trust |
| | Jane Trust |
| | Chief Executive Officer |
Date: July 29, 2019
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| | |
By: | | /s/ Jane Trust |
| | Jane Trust |
| | Chief Executive Officer |
Date: July 29, 2019
| | |
By: | | /s/ Richard F. Sennett |
| | Richard F. Sennett |
| | Principal Financial Officer |
Date: July 29, 2019