UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-22582
Western Asset Middle Market Income Fund Inc.
(Exact name of registrant as specified in charter)
620 Eighth Avenue, 47th Floor, New York, NY 10018
(Address of principal executive offices) (Zip code)
Gorge P. Hoyt.
Franklin Templeton
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: April 30
Date of reporting period: April 30, 2022
| ITEM 1. | REPORT TO STOCKHOLDERS. |
The Annual Report to Stockholders is filed herewith.
| | |
Annual Report | | April 30, 2022 |
WESTERN ASSET
MIDDLE MARKET
INCOME FUND INC.
|
| 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 seeks capital appreciation.
The Fund seeks to achieve its investment objectives by investing, under normal market conditions, at least 80% of its managed assets (the net assets of the Fund plus the principal amount of any borrowings and any preferred stock that may be outstanding) in securities, including loans, issued by middle market companies. For investment purposes, “middle market” refers to companies with annual revenues of between $100 million and $1 billion at the time of investment by the Fund. Securities of middle market issuers are typically considered below investment grade (also commonly referred to as “junk bonds”).
It is anticipated that the Fund will terminate on or before December 30, 2022.
| | |
II | | Western Asset Middle Market Income Fund Inc. |
Letter from the chairman
Dear Shareholder,
We are pleased to provide the annual report of Western Asset Middle Market Income Fund Inc. for the twelve-month reporting period ended April 30, 2022. Please read on for Fund performance information and 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.franklintempleton.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,
Jane Trust, CFA
Chairman, President and Chief Executive Officer
May 31, 2022
| | |
| Western Asset Middle Market Income 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 seeks capital appreciation. The Fund seeks to achieve its investment objectives by investing, under normal market conditions, at least 80% of its managed assets (the net assets of the Fund plus the principal amount of any borrowings and any preferred stock that may be outstanding) in securities, including loans, issued by middle market companies. For investment purposes, “middle market” refers to companies with annual revenues of between $100 million and $1 billion at the time of investment by the Fund. Securities of middle market issuers are typically considered high yield. High yield securities are below investment grade quality (also commonly referred to as “junk bonds”).
The Fund may also invest up to 20% of its managed assets in non-middle market securities. The non-middle market securities the Fund expects to invest in include corporate debt securities rated investment grade or below investment grade of U.S. and foreign (including emerging markets) issuers and U.S. government debt securities.
No more than 10% of the Fund’s managed assets may be invested in any one issuer, except securities issued by the U.S. government and its agencies. The Fund may sell certain fixed income and equity securities short including, but not limited to, U.S. government debt securities, for hedging purposes. The Fund may invest all or a portion of its managed assets in illiquid securities.
The Fund is an actively managed portfolio consisting primarily of fixed income securities. The duration of the Fund’s portfolio is anticipated to be between two and four years. However, the duration may change significantly at any time and is dependent on market conditions and investment opportunities available to the Fund. The Fund has a limited term. It is anticipated that the Fund will terminate on or before December 30, 2022. Although it has an anticipated term of eight years, the Fund’s term may be shorter or longer, depending on market conditions. Upon its termination, it is anticipated that the Fund will have distributed substantially all of its net assets to stockholders, although securities for which no market exists or securities trading at depressed prices, if any, may be placed in a liquidating trust. Securities placed in a liquidating trust may be held for an indefinite period of time until they can be sold or pay out all of their cash flows. The Fund cannot predict the amount of securities that will be required to be placed in a liquidating trust.
At Western Asset Management Company, LLC (“Western Asset”), the Fund’s subadviser, we utilize a fixed income team approach, with decisions derived from interaction among various investment management sector specialists. The sector teams are comprised of Western Asset’s senior portfolio management personnel, research analysts and an in-house economist. Under this team approach, management of client fixed income portfolios reflects 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, Christopher N. Jacobs and Christopher F. Kilpatrick.
| | |
| Western Asset Middle Market Income Fund Inc. 2022 Annual Report | | 1 |
Fund overview (cont’d)
Q. What were the overall market conditions during the Fund’s reporting period?
A. Fixed income markets experienced periods of volatility and, overall, declined over the twelve-month reporting period ended April 30, 2022. Volatility was driven by a number of factors, including the repercussions from the COVID-19 pandemic, the fluctuating global economy, sharply rising inflation and interest rates, central bank monetary policy tightening, and the war in Ukraine.
Short-term U.S. Treasury yields moved sharply higher, as the Federal Reserve Board (the “Fed”) began raising interest rates at its meeting in March 2022. The yield for the two-year Treasury note began the reporting period at 0.16% and ended the reporting period at 2.70%. The low of 0.13% occurred on June 2, 2021. The high of 2.72% took place on April 22, 2022. Long-term U.S. Treasury yields also moved higher, as rising inflation triggered expectations that the Fed would begin removing its monetary policy accommodation. The yield for the ten-year Treasury note began the reporting period at 1.65% and ended the reporting period at 2.89%. The low of 1.19% occurred on August 3 and August 4, 2021, and the high of 2.93% occurred on April 19, 2022.
All told, the Bloomberg U.S. Aggregate Indexi returned -8.51% for the twelve months ended April 30, 2022. Riskier fixed income securities, including high-yield bonds, also posted weak results. Over the reporting period, the Bloomberg U.S. Corporate High Yield — 2% Issuer Cap Indexii returned -5.22%. Elsewhere, the JPMorgan Emerging Markets Bond Index Global (“EMBI Global”)iii returned -12.98% for the twelve months ended April 30, 2022.
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 sector perspective, we increased the Fund’s exposure to energy and increased its allocation to investment-grade corporate bonds, largely in the consumer non-cyclicals1 sector. Elsewhere, we reduced the Fund’s duration.
During the reporting period, we utilized leverage in the Fund. We ended the period with liabilities as a percentage of total assets of approximately 11%, versus 18% at the beginning of the period. The use of leverage modestly contributed to performance over the reporting period.
Performance review
For the twelve months ended April 30, 2022, Western Asset Middle Market Income Fund Inc. returned 0.73% based on its net asset value (“NAV”)iv. The Fund’s unmanaged benchmark, the Bloomberg U.S. High Yield — 2% Issuer Cap Caa Componentv, returned -4.15% for the same period. The Lipper High Yield (Leveraged) Closed-End Funds Category Averagevi returned -4.86% over the same time frame. Please note that Lipper performance returns are based on each fund’s NAV.
| 1 | Non-cyclicals consists of the following industries: consumer products, food/beverage, health care, pharmaceuticals, supermarkets and tobacco. |
| | |
2 | | Western Asset Middle Market Income Fund Inc. 2022 Annual Report |
During the twelve-month period, the Fund made distributions to shareholders totaling $34.33 per share.* The performance table shows the Fund’s twelve-month total return based on its NAV as of April 30, 2022. Past performance is no guarantee of future results.
| | | | |
| Performance Snapshot as of April 30, 2022 | |
| Price Per Share | | 12-Month
Total Return** | |
| $607.33 (NAV) | | | 0.73 | %† |
All figures represent past performance and are not a guarantee of future results.
| ** | Total return is based on changes in NAV. Return reflects the deduction of all Fund expenses, including management fees, operating expenses, and other Fund expenses. Return does not reflect the deduction of brokerage commissions or taxes that investors may pay on distributions or the disposition of shares. |
| † | Total returns assume the reinvestment of all distributions at NAV. |
Q. What were the leading contributors to performance?
A. The largest contributor to the Fund’s performance during the reporting period was its security selection. In particular, the Fund’s exposures to energy (Oasis Petroleum), consumer cyclicals2 (Jacobs Entertainment) and technology (Access CIG) added the most value.
Q. What were the leading detractors from performance?
A. Security selection in capital goods, including Waste Pro USA, and in consumer non-cyclicals, driven by Kraft Heinz, were the largest detractors from performance during the reporting period.
Looking for additional information?
The Fund’s daily NAV is available online under the symbol “XWMFX” on most financial websites. In a continuing effort to provide information concerning the Fund, shareholders may call 1-888-777-0102 (toll free), Monday through Friday from 8:00 a.m. to 5:30 p.m. Eastern Time, for the Fund’s current NAV and other information.
Thank you for your investment in Western Asset Middle Market Income 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
May 12, 2022
| * | For the tax character of distributions paid during the fiscal period ended April 30, 2022, please refer to page 37 of this report. |
| 2 | Consumer cyclicals consists of the following industries: automotive, entertainment, gaming, home construction, lodging, retailers, restaurants, textiles, and other consumer services. |
| | |
| Western Asset Middle Market Income Fund Inc. 2022 Annual Report | | 3 |
Fund overview (cont’d)
RISKS: The Fund is a non-diversified closed-end management investment company. An investment in the Fund involves a high degree of risk. The Fund should be considered an illiquid investment. This Fund is not publicly traded and is closed to new investors. The Fund does not intend to apply for an exchange listing, and it is highly unlikely that a secondary market will exist for the purchase and sale of the Fund’s shares. Investors could lose some or all of their investment. An investment in the Fund is not appropriate for all investors and is not intended to be a complete investment program. The Fund is designed as a long-term investment for investors who are prepared to hold the Fund’s Common Stock until the expiration of its term and is not a trading vehicle. Because the Fund is non-diversified, it may be more susceptible to economic, political, or regulatory events than a diversified fund. Fixed income securities are subject to numerous risks, including but not limited to, credit, inflation, income, prepayment, and interest rates risks. As interest rates rise, the value of fixed income securities falls. Middle market companies have additional risks due to their limited operating histories, limited financial resources, less predictable operating results, narrower product lines and other factors. Securities of middle market issuers are typically considered high-yield. High-yield fixed income securities of below-investment-grade quality are regarded as having predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. High-yield bonds (“junk bonds”) are subject to higher credit risk and a greater risk of default. The Fund may invest all or a portion of its managed assets in illiquid securities. The Fund may make significant investments in securities for which there are no observable market prices. Investments in foreign securities 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. Emerging market countries tend to have economic, political, and legal systems that are less developed and are less stable than those of more developed countries. Leverage may result in greater volatility of the net asset value of common shares and increases a shareholder’s risk of loss. Derivative instruments can be illiquid, may disproportionately increase losses and have a potentially large impact on Fund performance. Distributions are not guaranteed and are subject to change. The Fund may also invest in money market funds, including funds affiliated with the Fund’s manager and subadvisers. For more information on Fund risks, see Summary of information regarding the Fund - Principal Risk Factors in this report.
Portfolio holdings and breakdowns are as of April 30, 2022 and are subject to change and may not be representative of the portfolio managers’ current or future investments. Please refer to pages 9 through 16 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 April 30, 2022 were: consumer discretionary (22.0%), industrials (19.0%), energy (15.0%), information technology (13.6%) and financials (11.1%). The Fund’s portfolio composition is subject to change at any time.
| | |
4 | | Western Asset Middle Market Income Fund Inc. 2022 Annual Report |
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.
| i | The Bloomberg 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. |
| ii | The Bloomberg U.S. Corporate High Yield — 2% Issuer Cap Index is an index of the 2% Issuer Cap component of the Bloomberg U.S. Corporate High Yield Index, which covers the U.S. dollar-denominated, non-investment grade, fixed-rate, taxable corporate bond market. |
| iii | 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, Euro bonds and local market instruments. |
| iv | 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. |
| v | The Bloomberg U.S. High Yield — 2% Issuer Cap Caa Component is an index of the 2% Issuer Cap Caa component of the Bloomberg U.S. High Yield Index, which covers the U.S. dollar denominated, noninvestment grade, fixed-rate, taxable corporate bond market. |
| vi | Lipper, Inc., a wholly-owned subsidiary of Refinitiv, provides independent insight on global collective investments. Returns are based on the twelve-month period ended April 30, 2022, including the reinvestment of all distributions, including returns of capital, if any, calculated among the 38 funds in the Fund’s Lipper category. |
| | |
| Western Asset Middle Market Income Fund Inc. 2022 Annual Report | | 5 |
Fund at a glance† (unaudited)
Investment breakdown (%) as a percent of total investments
| † | The bar graph above represents the composition of the Fund’s investments as of April 30, 2022 and April 31, 2021. The Fund is actively managed. As a result, the composition of the Fund’s investments is subject to change at any time. |
| | |
6 | | Western Asset Middle Market Income Fund Inc. 2022 Annual Report |
Fund performance (unaudited)
| | | | |
| Net Asset Value | | | |
| Average annual total returns1 | | | |
| Twelve Months Ended 4/30/22 | | | 0.73 | % |
| Five Years Ended 4/30/22 | | | 2.58 | |
| Inception date of 8/26/14 through 4/30/22 | | | 2.45 | |
| |
| Cumulative total returns1 | | | |
| Inception date of 8/26/14 through 4/30/22 | | | 20.41 | % |
All figures represent past performance and are not a guarantee of future results. Investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. 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.
| 1 | Assumes the reinvestment of all distributions, including returns of capital, if any, at net asset value. |
| | |
| Western Asset Middle Market Income Fund Inc. 2022 Annual Report | | 7 |
Fund performance (unaudited) (cont’d)
Historical performance
Value of $10,000 invested in
Western Asset Middle Market Income Fund Inc. vs. Bloomberg U.S. High Yield — 2% Issuer Cap Caa Component†— August 26, 2014 - April 30, 2022
All figures represent past performance and are not a guarantee of future results. 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.
| † | Hypothetical illustration of $10,000 invested in the Western Asset Middle Market Income Fund Inc. on August 26, 2014, assuming the reinvestment of all distributions, including returns of capital, if any, at net asset value and also assuming the reinvestment of all distributions, including returns of capital, if any, in additional shares in accordance with the Fund’s Dividend Reinvestment Plan through April 30, 2022. The hypothetical illustration also assumes a $10,000 investment in the Bloomberg U.S. High Yield — 2% Issuer Cap Caa Component. The Bloomberg U.S. High Yield — 2% Issuer Cap Caa Component (the “Index”) is an index of the 2% Issuer Cap Caa component of the Bloomberg U.S. High Yield Index, which covers the U.S. dollar denominated, non-investment grade, fixed-rate, taxable corporate bond market. The Index is unmanaged and is not subject to the same management and trading expenses as a mutual fund. Please note that an investor cannot invest directly in an index. |
| | |
8 | | Western Asset Middle Market Income Fund Inc. 2022 Annual Report |
Schedule of investments
April 30, 2022
Western Asset Middle Market Income Fund Inc.
(Percentages shown based on Fund net assets)
| | | | | | | | | | | | | | | | |
| Security | | Rate | | | Maturity
Date | | | Face
Amount | | | Value | |
| Corporate Bonds & Notes — 61.9% | | | | | | | | | | | | | | | | |
| Communication Services — 5.6% | | | | | | | | | | | | | | | | |
Entertainment — 1.4% | | | | | | | | | | | | | | | | |
Allen Media LLC/Allen Media Co-Issuer Inc., Senior Notes | | | 10.500 | % | | | 2/15/28 | | | $ | 1,390,000 | | | $ | 1,256,379 | (a)(b) |
Media — 1.3% | | | | | | | | | | | | | | | | |
DISH DBS Corp., Senior Notes | | | 7.750 | % | | | 7/1/26 | | | | 1,000,000 | | | | 941,880 | |
Urban One Inc., Senior Secured Notes | | | 7.375 | % | | | 2/1/28 | | | | 220,000 | | | | 213,398 | (a) |
Total Media | | | | | | | | | | | | | | | 1,155,278 | |
Wireless Telecommunication Services — 2.9% | | | | | | | | | | | | | | | | |
Sprint Corp., Senior Notes | | | 7.875 | % | | | 9/15/23 | | | | 2,520,000 | | | | 2,649,264 | (b) |
Total Communication Services | | | | | | | | | | | | | | | 5,060,921 | |
| Consumer Discretionary — 15.4% | | | | | | | | | | | | | | | | |
Auto Components — 1.0% | | | | | | | | | | | | | | | | |
American Axle & Manufacturing Inc., Senior Notes | | | 6.500 | % | | | 4/1/27 | | | | 1,000,000 | | | | 933,075 | |
Distributors — 1.1% | | | | | | | | | | | | | | | | |
Accelerate360 Holdings LLC, Secured Notes | | | 8.000 | % | | | 3/1/28 | | | | 485,100 | | | | 508,239 | (a) |
American News Co. LLC, Secured Notes (8.500% Cash or 10.000% PIK) | | | 8.500 | % | | | 9/1/26 | | | | 470,628 | | |
| 528,271
| (a)(c)
|
Total Distributors | | | | | | | | | | | | | | | 1,036,510 | |
Diversified Consumer Services — 1.4% | | | | | | | | | | | | | | | | |
StoneMor Inc., Senior Secured Notes | | | 8.500 | % | | | 5/15/29 | | | | 1,270,000 | | | | 1,230,401 | (a)(b) |
Hotels, Restaurants & Leisure — 8.4% | | | | | | | | | | | | | | | | |
Carnival Corp., Senior Notes | | | 7.625 | % | | | 3/1/26 | | | | 150,000 | | | | 146,984 | (a) |
CCM Merger Inc., Senior Notes | | | 6.375 | % | | | 5/1/26 | | | | 2,000,000 | | | | 1,997,810 | (a)(b) |
Full House Resorts Inc., Senior Secured Notes | | | 8.250 | % | | | 2/15/28 | | | | 2,020,000 | | | | 2,002,810 | (a) |
Golden Entertainment Inc., Senior Notes | | | 7.625 | % | | | 4/15/26 | | | | 3,290,000 | | | | 3,368,680 | (a)(b) |
Total Hotels, Restaurants & Leisure | | | | | | | | | | | | | | | 7,516,284 | |
Household Durables — 1.3% | | | | | | | | | | | | | | | | |
CD&R Smokey Buyer Inc., Senior Secured Notes | | | 6.750 | % | | | 7/15/25 | | | | 350,000 | | | | 357,087 | (a) |
New Home Co. Inc., Senior Notes | | | 7.250 | % | | | 10/15/25 | | | | 820,000 | | | | 776,450 | (a) |
Total Household Durables | | | | | | | | | | | | | | | 1,133,537 | |
See Notes to Financial Statements.
| | |
| Western Asset Middle Market Income Fund Inc. 2022 Annual Report | | 9 |
Schedule of investments (cont’d)
April 30, 2022
Western Asset Middle Market Income Fund Inc.
(Percentages shown based on Fund net assets)
| | | | | | | | | | | | | | | | |
| Security | | Rate | | | Maturity
Date | | | Face
Amount | | | Value | |
Specialty Retail — 2.2% | | | | | | | | | | | | | | | | |
Bath & Body Works Inc., Senior Notes | | | 6.625 | % | | | 10/1/30 | | | $ | 1,000,000 | | | $ | 996,500 | (a) |
Guitar Center Inc., Senior Secured Notes | | | 8.500 | % | | | 1/15/26 | | | | 1,000,000 | | | | 1,003,435 | (a) |
Total Specialty Retail | | | | | | | | | | | | | | | 1,999,935 | |
Total Consumer Discretionary | | | | | | | | | | | | | | | 13,849,742 | |
| Consumer Staples — 1.1% | | | | | | | | | | | | | | | | |
Food Products — 1.1% | | | | | | | | | | | | | | | | |
Kraft Heinz Foods Co., Senior Notes | | | 5.000 | % | | | 6/4/42 | | | | 1,000,000 | | | | 964,198 | |
| Energy — 13.7% | | | | | | | | | | | | | | | | |
Energy Equipment & Services — 1.3% | | | | | | | | | | | | | | | | |
Sunnova Energy Corp., Senior Notes | | | 5.875 | % | | | 9/1/26 | | | | 1,260,000 | | | | 1,154,594 | (a) |
Oil, Gas & Consumable Fuels — 12.4% | | | | | | | | | | | | | | | | |
Antero Midstream Partners LP/Antero Midstream Finance Corp., Senior Notes | | | 5.750 | % | | | 1/15/28 | | | | 1,990,000 | | | | 1,938,797 | (a)(b) |
Berry Petroleum Co. LLC, Senior Notes | | | 7.000 | % | | | 2/15/26 | | | | 4,450,000 | | | | 4,324,911 | (a)(b) |
Blue Racer Midstream LLC/Blue Racer Finance Corp., Senior Notes | | | 7.625 | % | | | 12/15/25 | | | | 490,000 | | | | 505,290 | (a) |
Chesapeake Energy Corp., Senior Notes | | | 5.500 | % | | | 2/1/26 | | | | 50,000 | | | | 49,635 | (a) |
CrownRock LP/CrownRock Finance Inc., Senior Notes | | | 5.000 | % | | | 5/1/29 | | | | 1,010,000 | | | | 989,770 | (a) |
EnLink Midstream LLC, Senior Notes | | | 5.625 | % | | | 1/15/28 | | | | 170,000 | | | | 168,645 | (a) |
Holly Energy Partners LP/Holly Energy Finance Corp., Senior Notes | | | 5.000 | % | | | 2/1/28 | | | | 2,050,000 | | | | 1,952,717 | (a)(b) |
MEG Energy Corp., Senior Notes | | | 7.125 | % | | | 2/1/27 | | | | 700,000 | | | | 712,142 | (a) |
Range Resources Corp., Senior Notes | | | 4.750 | % | | | 2/15/30 | | | | 350,000 | | | | 334,345 | (a) |
Summit Midstream Holdings LLC/ Summit Midstream Finance Corp., Secured Notes | | | 8.500 | % | | | 10/15/26 | | | | 200,000 | | | | 187,113 | (a) |
Total Oil, Gas & Consumable Fuels | | | | | | | | | | | | | | | 11,163,365 | |
Total Energy | | | | | | | | | | | | | | | 12,317,959 | |
| Financials — 3.9% | | | | | | | | | | | | | | | | |
Capital Markets — 1.1% | | | | | | | | | | | | | | | | |
TriplePoint Venture Growth BDC Corp. | | | 4.500 | % | | | 3/1/26 | | | | 1,000,000 | | | | 936,380 | (d)(e) |
Consumer Finance — 1.6% | | | | | | | | | | | | | | | | |
Midcap Financial Issuer Trust, Senior Notes | | | 6.500 | % | | | 5/1/28 | | | | 750,000 | | | | 648,038 | (a) |
Midcap Financial Issuer Trust, Senior Notes | | | 5.625 | % | | | 1/15/30 | | | | 1,000,000 | | | | 798,095 | (a) |
Total Consumer Finance | | | | | | | | | | | | | | | 1,446,133 | |
See Notes to Financial Statements.
| | |
10 | | Western Asset Middle Market Income Fund Inc. 2022 Annual Report |
Western Asset Middle Market Income Fund Inc.
(Percentages shown based on Fund net assets)
| | | | | | | | | | | | | | | | |
| Security | | Rate | | | Maturity
Date | | | Face
Amount | | | Value | |
Thrifts & Mortgage Finance — 1.2% | | | | | | | | | | | | | | | | |
NMI Holdings Inc., Senior Secured Notes | | | 7.375 | % | | | 6/1/25 | | | $ | 1,060,000 | | | $ | 1,106,486 | (a) |
Total Financials | | | | | | | | | | | | | | | 3,488,999 | |
| Health Care — 3.3% | | | | | | | | | | | | | | | | |
Health Care Providers & Services — 3.3% | | | | | | | | | | | | | | | | |
Akumin Inc., Senior Secured Notes | | | 7.000 | % | | | 11/1/25 | | | | 1,090,000 | | | | 919,824 | (a) |
Cano Health LLC, Senior Notes | | | 6.250 | % | | | 10/1/28 | | | | 330,000 | | | | 304,879 | (a) |
Legacy LifePoint Health LLC, Senior Secured Notes | | | 4.375 | % | | | 2/15/27 | | | | 450,000 | | | | 416,810 | (a)(b) |
U.S. Renal Care Inc., Senior Notes | | | 10.625 | % | | | 7/15/27 | | | | 1,500,000 | | | | 1,297,155 | (a) |
Total Health Care | | | | | | | | | | | | | | | 2,938,668 | |
| Industrials — 13.1% | | | | | | | | | | | | | | | | |
Airlines — 1.1% | | | | | | | | | | | | | | | | |
Delta Air Lines Inc./SkyMiles IP Ltd., Senior Secured Notes | | | 4.750 | % | | | 10/20/28 | | | | 1,000,000 | | | | 989,758 | (a) |
Building Products — 0.5% | | | | | | | | | | | | | | | | |
CP Atlas Buyer Inc., Senior Notes | | | 7.000 | % | | | 12/1/28 | | | | 540,000 | | | | 451,759 | (a)(b) |
Commercial Services & Supplies — 2.1% | | | | | | | | | | | | | | | | |
Waste Pro USA Inc., Senior Notes | | | 5.500 | % | | | 2/15/26 | | | | 2,090,000 | | | | 1,861,950 | (a)(b) |
Construction & Engineering — 2.8% | | | | | | | | | | | | | | | | |
Brundage-Bone Concrete Pumping Holdings Inc., Secured Notes | | | 6.000 | % | | | 2/1/26 | | | | 620,000 | | | | 580,509 | (a) |
Empire Communities Corp., Senior Notes | | | 7.000 | % | | | 12/15/25 | | | | 1,120,000 | | |
| 1,062,611
| (a)
|
VM Consolidated Inc., Senior Notes | | | 5.500 | % | | | 4/15/29 | | | | 1,000,000 | | | | 896,220 | (a)(b) |
Total Construction & Engineering | | | | | | | | | | | | | | | 2,539,340 | |
Machinery — 2.0% | | | | | | | | | | | | | | | | |
ATS Automation Tooling Systems Inc., Senior Notes | | | 4.125 | % | | | 12/15/28 | | | | 280,000 | | | | 253,089 | (a) |
Titan International Inc., Senior Secured Notes | | | 7.000 | % | | | 4/30/28 | | | | 720,000 | | | | 706,493 | |
TriMas Corp., Senior Notes | | | 4.125 | % | | | 4/15/29 | | | | 1,000,000 | | | | 893,830 | (a) |
Total Machinery | | | | | | | | | | | | | | | 1,853,412 | |
Professional Services — 0.5% | | | | | | | | | | | | | | | | |
ZipRecruiter Inc., Senior Notes | | | 5.000 | % | | | 1/15/30 | | | | 460,000 | | | | 430,712 | (a) |
Trading Companies & Distributors — 3.1% | | | | | | | | | | | | | | | | |
Alta Equipment Group Inc., Secured Notes | | | 5.625 | % | | | 4/15/26 | | | | 1,890,000 | | | | 1,759,401 | (a) |
See Notes to Financial Statements.
| | |
| Western Asset Middle Market Income Fund Inc. 2022 Annual Report | | 11 |
Schedule of investments (cont’d)
April 30, 2022
Western Asset Middle Market Income Fund Inc.
(Percentages shown based on Fund net assets)
| | | | | | | | | | | | | | | | |
| Security | | Rate | | | Maturity
Date | | | Face
Amount | | | Value | |
Trading Companies & Distributors — continued | | | | | | | | | | | | | | | | |
Foundation Building Materials Inc., Senior Notes | | | 6.000 | % | | | 3/1/29 | | | $ | 200,000 | | | $ | 162,978 | (a)(b) |
United Rentals North America Inc., Senior Notes | | | 3.875 | % | | | 2/15/31 | | | | 1,000,000 | | | | 883,400 | |
Total Trading Companies & Distributors | | | | | | | | | | | | | | | 2,805,779 | |
Transportation Infrastructure — 1.0% | | | | | | | | | | | | | | | | |
Carriage Purchaser Inc., Senior Notes | | | 7.875 | % | | | 10/15/29 | | | | 1,000,000 | | | | 878,800 | (a) |
Total Industrials | | | | | | | | | | | | | | | 11,811,510 | |
| Information Technology — 1.4% | | | | | | | | | | | | | | | | |
IT Services — 0.5% | | | | | | | | | | | | | | | | |
CPI CG Inc., Senior Secured Notes | | | 8.625 | % | | | 3/15/26 | | | | 468,000 | | | | 453,656 | (a)(b) |
Software — 0.9% | | | | | | | | | | | | | | | | |
Black Knight InfoServ LLC, Senior Notes | | | 3.625 | % | | | 9/1/28 | | | | 320,000 | | | | 297,192 | (a) |
Crowdstrike Holdings Inc., Senior Notes | | | 3.000 | % | | | 2/15/29 | | | | 530,000 | | | | 472,418 | |
Interface Special Holdings Inc., Senior Notes (19.000% PIK) | | | 19.000 | % | | | 11/1/23 | | | | 4,174,495 | | | | 0 | *(c)(d)(e)(f)(g) |
Total Software | | | | | | | | | | | | | | | 769,610 | |
Total Information Technology | | | | | | | | | | | | | | | 1,223,266 | |
| Materials — 1.1% | | | | | | | | | | | | | | | | |
Metals & Mining — 1.1% | | | | | | | | | | | | | | | | |
Mountain Province Diamonds Inc., Secured Notes | | | 8.000 | % | | | 12/15/22 | | | | 1,000,000 | | | | 985,200 | (a) |
| Real Estate — 3.3% | | | | | | | | | | | | | | | | |
Real Estate Management & Development — 3.3% | | | | | | | | | | | | | |
Five Point Operating Co. LP/Five Point Capital Corp., Senior Notes | | | 7.875 | % | | | 11/15/25 | | | | 3,030,000 | | | | 3,010,547 | (a)(b) |
Total Corporate Bonds & Notes (Cost — $62,625,848) | | | | | | | | | | | | 55,651,010 | |
| Senior Loans — 39.8% | | | | | | | | | | | | | | | | |
| Communication Services — 1.6% | | | | | | | | | | | | | | | | |
Entertainment — 1.6% | | | | | | | | | | | | | | | | |
Allen Media LLC, Term Loan B (3 mo. Term SOFR + 5.500%) | | | 6.151 | % | | | 2/10/27 | | | | 1,469,763 | | | | 1,459,475 | (h)(i)(j) |
| Consumer Discretionary — 6.6% | | | | | | | | | | | | | | | | |
Auto Components — 1.1% | | | | | | | | | | | | | | | | |
Autokiniton US Holdings Inc., Closing Date Term Loan B (the greater of 3 mo. USD LIBOR or 0.500% + 4.500%) | | | 5.000 | % | | | 4/6/28 | | | | 992,500 | | | | 979,101 | (h)(i)(j) |
See Notes to Financial Statements.
| | |
12 | | Western Asset Middle Market Income Fund Inc. 2022 Annual Report |
Western Asset Middle Market Income Fund Inc.
(Percentages shown based on Fund net assets)
| | | | | | | | | | | | | | | | |
| Security | | Rate | | | Maturity
Date | | | Face
Amount | | | Value | |
Automobiles — 0.2% | | | | | | | | | | | | | | | | |
American Trailer World Corp., First Lien Initial Term Loan (the greater of 1 mo. USD LIBOR or 0.800% + 3.500%) | | | 4.300 | % | | | 3/3/28 | | | $ | 246,878 | | | $ | 230,963 | (h)(i)(j) |
Diversified Consumer Services — 1.1% | | | | | | | | | | | | | | | | |
Lakeshore Learning Materials, Initial Term Loan (the greater of 3 mo. USD LIBOR or 0.500% + 3.500%) | | | 4.000 | % | | | 9/29/28 | | | | 997,500 | | | | 987,730 | (h)(i)(j) |
Hotels, Restaurants & Leisure — 1.1% | | | | | | | | | | | | | | | | |
Pacific Bells LLC, Delayed Draw Term Loan (1 mo. Term SOFR + 4.614%) | | | 5.123 | % | | | 11/10/28 | | | | 10,309 | | | | 10,168 | (e)(h)(i)(j) |
Pacific Bells LLC, Initial Term Loan (the greater of 1 mo. USD LIBOR or 0.500% + 4.500%) | | | 5.000 | % | | | 11/10/28 | | | | 987,217 | | | | 973,642 | (e)(h)(i)(j) |
Total Hotels, Restaurants & Leisure | | | | | | | | | | | | | | | 983,810 | |
Specialty Retail — 3.1% | | | | | | | | | | | | | | | | |
ALCV Purchaser Inc., Initial Term Loan (the greater of 3 mo. USD LIBOR or 1.000% + 6.750%) | | | 7.750 | % | | | 4/15/26 | | | | 812,500 | | | | 811,484 | (e)(h)(i)(j) |
LS Group OpCo Acquisition LLC, Initial Term Loan (the greater of 3 mo. USD LIBOR or 0.750% + 3.250%) | | | 4.000 | % | | | 11/2/27 | | | | 987,500 | | | | 976,391 | (h)(i)(j) |
Rent-A-Center Inc., Term Loan B2 (1 mo. USD LIBOR + 3.250%) | | | 3.813 | % | | | 2/17/28 | | | | 997,481 | | | | 978,903 | (h)(i)(j) |
Total Specialty Retail | | | | | | | | | | | | | | | 2,766,778 | |
Total Consumer Discretionary | | | | | | | | 5,948,382 | |
| Consumer Staples — 2.7% | | | | | | | | | | | | | | | | |
Food Products — 2.7% | | | | | | | | | | | | | | | | |
8th Avenue Food & Provisions Inc., Second Lien Term Loan (1 mo. USD LIBOR + 7.750%) | | | 8.207 | % | | | 10/1/26 | | | | 2,720,000 | | | | 2,459,914 | (h)(i)(j) |
| Financials — 6.7% | | | | | | | | | | | | | | | | |
Capital Markets — 2.2% | | | | | | | | | | | | | | | | |
Cardinal Parent Inc., First Lien Initial Term Loan (the greater of 3 mo. USD LIBOR or 0.750% + 4.500%) | | | 5.250 | % | | | 11/12/27 | | | | 965,251 | | | | 960,039 | (h)(i)(j) |
Cowen Inc., Initial Term Loan (3 mo. USD LIBOR + 3.250%) | | | 4.635 | % | | | 3/24/28 | | | | 987,500 | | | | 964,052 | (h)(i)(j) |
Total Capital Markets | | | | | | | | | | | | | | | 1,924,091 | |
See Notes to Financial Statements.
| | |
| Western Asset Middle Market Income Fund Inc. 2022 Annual Report | | 13 |
Schedule of investments (cont’d)
April 30, 2022
Western Asset Middle Market Income Fund Inc.
(Percentages shown based on Fund net assets)
| | | | | | | | | | | | | | | | |
| Security | | Rate | | | Maturity
Date | | | Face
Amount | | | Value | |
Insurance — 3.4% | | | | | | | | | | | | | | | | |
AmeriLife Holdings LLC, First Lien Term Loan (1 mo. USD LIBOR + 4.000%) | | | 4.457 | % | | | 3/18/27 | | | $ | 2,014,470 | | | $ | 1,997,679 | (h)(i)(j) |
Baldwin Risk Partners LLC, Term Loan B1 (the greater of 1 mo. USD LIBOR or 0.500% + 3.500%) | | | 4.000 | % | | | 10/14/27 | | | | 1,086,278 | | | | 1,079,038 | (h)(i)(j) |
Total Insurance | | | | | | | | | | | | | | | 3,076,717 | |
Mortgage Real Estate Investment Trusts (REITs) — 1.1% | | | | | | | | | | | | | |
Apollo Commercial Real Estate Finance Inc., Term Loan B1 (the greater of 1 mo. USD LIBOR or 0.500% + 3.500%) | | | 4.000 | % | | | 3/11/28 | | | | 990,000 | | | | 980,100 | (e)(h)(i)(j) |
Total Financials | | | | | | | | | | | | | | | 5,980,908 | |
| Health Care — 3.6% | | | | | | | | | | | | | | | | |
Health Care Providers & Services — 2.5% | | | | | | | | | | | | | | | | |
Agiliti Health Inc., Term Loan (the greater of 1 mo. USD LIBOR or 0.500% + 2.750%) | | | 3.250 | % | | | 1/4/26 | | | | 369,596 | | | | 366,824 | (e)(h)(i)(j) |
EyeCare Partners LLC, First Lien Initial Term Loan (3 mo. USD LIBOR + 3.750%) | | | 4.756 | % | | | 2/18/27 | | | | 1,864,841 | | | | 1,845,194 | (h)(i)(j) |
Total Health Care Providers & Services | | | | | | | | | | | | 2,212,018 | |
Health Care Technology — 1.1% | | | | | | | | | | | | | | | | |
Virgin Pulse Inc., First Lien Term Loan (the greater of 1 mo. USD LIBOR or 0.764% + 4.000%) | | | 4.764 | % | | | 4/6/28 | | | | 995,000 | | | | 973,548 | (h)(i)(j) |
Total Health Care | | | | | | | | | | | | | | | 3,185,566 | |
| Industrials — 5.8% | | | | | | | | | | | | | | | | |
Aerospace & Defense — 0.5% | | | | | | | | | | | | | | | | |
WP CPP Holdings LLC, First Lien Initial Term Loan (1 mo. USD LIBOR + 3.750%) | | | 4.750-4.990 | % | | | 4/30/25 | | | | 490,270 | | | | 464,531 | (h)(i)(j) |
Building Products — 2.1% | | | | | | | | | | | | | | | | |
CP Atlas Buyer Inc., Term Loan B (the greater of 1 mo. USD LIBOR or 0.764% + 3.750%) | | | 4.514 | % | | | 11/23/27 | | | | 990,131 | | | | 933,030 | (h)(i)(j) |
Potters Industries LLC, Initial Term Loan (3 mo. USD LIBOR + 4.000%) | | | 5.006 | % | | | 12/14/27 | | | | 990,000 | | | | 986,698 | (h)(i)(j) |
Total Building Products | | | | | | | | | | | | | | | 1,919,728 | |
Commercial Services & Supplies — 3.2% | | | | | | | | | | | | | | | | |
KC Culinarte Intermediate LLC, First Lien Initial Term Loan (the greater of 1 mo. USD LIBOR or 1.000% + 3.750%) | | | 4.750 | % | | | 8/25/25 | | | | 1,939,650 | | | | 1,854,189 | (h)(i)(j) |
See Notes to Financial Statements.
| | |
14 | | Western Asset Middle Market Income Fund Inc. 2022 Annual Report |
Western Asset Middle Market Income Fund Inc.
(Percentages shown based on Fund net assets)
| | | | | | | | | | | | | | | | |
| Security | | Rate | | | Maturity
Date | | | Face
Amount | | | Value | |
Commercial Services & Supplies — continued | | | | | | | | | | | | | | | | |
LTR Intermediate Holdings Inc., Initial Term Loan (3 mo. USD LIBOR + 4.500%) | | | 5.506 | % | | | 5/5/28 | | | $ | 992,512 | | | $ | 983,411 | (h)(i)(j) |
Mister Car Wash Holdings Inc., First Lien Initial Term Loan (1 mo. USD LIBOR + 3.000%) | | | 3.764 | % | | | 5/14/26 | | | | 29,478 | | | | 29,283 | (h)(i)(j) |
Total Commercial Services & Supplies | | | | | | | | | | | | | | | 2,866,883 | |
Total Industrials | | | | | | | | 5,251,142 | |
| Information Technology — 12.2% | | | | | | | | | | | | | | | | |
IT Services — 8.1% | | | | | | | | | | | | | | | | |
Access CIG LLC, Second Lien Initial Term Loan (1 mo. USD LIBOR + 7.750%) | | | 8.207 | % | | | 2/27/26 | | | | 3,470,984 | | | | 3,450,748 | (h)(i)(j) |
Project Alpha Intermediate Holding Inc., 2021 Refinancing Term Loan (1 mo. USD LIBOR + 4.000%) | | | 4.770 | % | | | 4/26/24 | | | | 2,891,320 | | | | 2,888,790 | (h)(i)(j) |
Redstone Holdco 2 LP, First Lien Initial Term Loan (3 mo. USD LIBOR + 4.750%) | | | 5.934 | % | | | 4/27/28 | | | | 995,000 | | | | 959,862 | (h)(i)(j) |
Total IT Services | | | | | | | | | | | | | | | 7,299,400 | |
Software — 4.1% | | | | | | | | | | | | | | | | |
DCert Buyer Inc., First Lien Initial Term Loan (1 mo. USD LIBOR + 4.000%) | | | 4.764 | % | | | 10/16/26 | | | | 1,989,400 | | | | 1,983,561 | (h)(i)(j) |
Symplr Software Inc., First Lien Term Loan (3 mo. Term SOFR + 4.500%) | | | 5.251 | % | | | 12/22/27 | | | | 1,732,500 | | | | 1,722,105 | (h)(i)(j) |
Total Software | | | | | | | | | | | | | | | 3,705,666 | |
Total Information Technology | | | | | | | | 11,005,066 | |
| Materials — 0.6% | | | | | | | | | | | | | | | | |
Paper & Forest Products — 0.6% | | | | | | | | | | | | | | | | |
Schweitzer-Mauduit International Inc., Term Loan B (1 mo. USD LIBOR + 3.750%) | | | 4.563 | % | | | 4/20/28 | | | | 496,250 | | | | 491,699 | (h)(i)(j) |
Total Senior Loans (Cost — $36,307,896) | | | | | | | | 35,782,152 | |
| | | | |
| | | | | | | | | Shares | | | | |
| Common Stocks — 2.8% | | | | | | | | | | | | | | | | |
| Energy — 1.3% | | | | | | | | | | | | | | | | |
Oil, Gas & Consumable Fuels — 1.3% | | | | | | | | | | | | | | | | |
Oasis Petroleum Inc. | | | | | | | | | | | 8,804 | | | | 1,167,939 | (b) |
| Health Care — 1.5% | | | | | | | | | | | | | | | | |
Health Care Providers & Services — 1.5% | | | | | | | | | | | | | | | | |
Option Care Health Inc. | | | | | | | | | | | 44,396 | | | | 1,326,552 | * |
Total Common Stocks (Cost — $1,597,962) | | | | | | | | 2,494,491 | |
See Notes to Financial Statements.
| | |
| Western Asset Middle Market Income Fund Inc. 2022 Annual Report | | 15 |
Schedule of investments (cont’d)
April 30, 2022
Western Asset Middle Market Income Fund Inc.
(Percentages shown based on Fund net assets)
| | | | | | | | | | | | | | | | |
| Security | | Rate | | | | | | Shares | | | Value | |
| Preferred Stocks — 0.5% | | | | | | | | | | | | | | | | |
| Financials — 0.5% | | | | | | | | | | | | | | | | |
Capital Markets — 0.5% | | | | | | | | | | | | | | | | |
B Riley Financial Inc. (Cost — $500,000) | | | 6.000 | % | | | | | | | 20,000 | | | $ | 490,000 | (b) |
Total Investments before Short-Term Investments (Cost — $101,031,706) | | | | 94,417,653 | |
| Short-Term Investments — 3.1% | | | | | | | | | | | | | | | | |
Western Asset Premier Institutional Government Reserves, Premium Shares
(Cost — $2,820,845) | | | 0.198 | % | | | | | | | 2,820,845 | | | | 2,820,845 | (k) |
Total Investments — 108.1% (Cost — $103,852,551) | | | | 97,238,498 | |
Liabilities in Excess of Other Assets — (8.1)% | | | | | | | | | | | | | | | (7,305,559 | ) |
Total Net Assets — 100.0% | | | | $89,932,939 | |
| * | Non-income producing security. |
| (a) | Security is exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in transactions that are exempt from registration, normally to qualified institutional buyers. This security has been deemed liquid pursuant to guidelines approved by the Board of Directors. |
| (b) | All or a portion of this security is pledged as collateral pursuant to the loan agreement (Note 6). |
| (c) | 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. |
| (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) | The coupon payment on this security is currently in default as of April 30, 2022. |
| (g) | Value is less than $1. |
| (h) | Interest rates disclosed represent the effective rates on senior loans. Ranges in interest rates are attributable to multiple contracts under the same loan. |
| (i) | 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. |
| (j) | 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. |
| (k) | In this instance, as defined in the Investment Company Act of 1940, an “Affiliated Company” represents Fund ownership of at least 5% of the outstanding voting securities of an issuer, or a company which is under common ownership or control with the Fund. At April 30, 2022, the total market value of investments in Affiliated Companies was $2,820,845 and the cost was $2,820,845 (Note 8). |
| | |
Abbreviation(s) used in this schedule: |
| |
| CPI | | — Consumer Price Index |
| |
| LIBOR | | — London Interbank Offered Rate |
| |
| PIK | | — Payment-In-Kind |
| |
| SOFR | | — Secured Overnight Financing Rate |
| |
| USD | | — United States Dollar |
See Notes to Financial Statements.
| | |
16 | | Western Asset Middle Market Income Fund Inc. 2022 Annual Report |
Statement of assets and liabilities
April 30, 2022
| | | | |
| |
| Assets: | | | | |
Investments in unaffiliated securities, at value (Cost — $101,031,706) | | $ | 94,417,653 | |
Investments in affiliated securities, at value (Cost — $2,820,845) | | | 2,820,845 | |
Receivable for securities sold | | | 2,820,305 | |
Interest and dividends receivable from unaffiliated investments | | | 1,127,461 | |
Dividends receivable from affiliated investments | | | 1,059 | |
Prepaid expenses | | | 16 | |
Total Assets | | | 101,187,339 | |
| |
| Liabilities: | | | | |
Loan payable (Note 6) | | | 11,000,000 | |
Investment management fee payable | | | 100,104 | |
Due to custodian | | | 47,430 | |
Interest expense payable | | | 13,861 | |
Directors’ fees payable | | | 2,031 | |
Accrued expenses | | | 90,974 | |
Total Liabilities | | | 11,254,400 | |
| Total Net Assets | | $ | 89,932,939 | |
| |
| Net Assets: | | | | |
Par value ($0.001 par value; 148,078 shares issued and outstanding; 100,000,000 shares authorized) | | | $148 | |
Paid-in capital in excess of par value | | | 198,442,096 | |
Total distributable earnings (loss) | | | (108,509,305) | |
| Total Net Assets | | | $89,932,939 | |
| |
| Shares Outstanding | | | 148,078 | |
| |
| Net Asset Value | | | $607.33 | |
See Notes to Financial Statements.
| | |
| Western Asset Middle Market Income Fund Inc. 2022 Annual Report | | 17 |
Statement of operations
For the Year Ended April 30, 2022
| | | | |
| |
| Investment Income: | | | | |
Interest | | $ | 7,608,225 | |
Dividends from unaffiliated investments | | | 158,037 | |
Dividends from affiliated investments | | | 1,898 | |
Total Investment Income | | | 7,768,160 | |
| |
| Expenses: | | | | |
Investment management fee (Note 2) | | | 1,596,233 | |
Interest expense (Note 6) | | | 205,236 | |
Transfer agent fees | | | 94,291 | |
Audit and tax fees | | | 74,981 | |
Fund accounting fees | | | 73,943 | |
Legal fees | | | 50,024 | |
Shareholder reports | | | 42,892 | |
Directors’ fees | | | 35,825 | |
Insurance | | | 1,649 | |
Custody fees | | | 582 | |
Miscellaneous expenses | | | 15,344 | |
Total Expenses | | | 2,191,000 | |
Less: Fee waivers and/or expense reimbursements (Note 2) | | | (128,933) | |
Net Expenses | | | 2,062,067 | |
| Net Investment Income | | | 5,706,093 | |
| |
| Realized and Unrealized Gain (Loss) on Investments and Foreign Currency Transactions (Notes 1 and 3): | | | | |
Net Realized Gain (Loss) From: | | | | |
Investment transactions in unaffiliated securities | | | (630,626) | |
Foreign currency transactions | | | 21,502 | |
Net Realized Loss | | | (609,124) | |
Change in Net Unrealized Appreciation (Depreciation) From: | | | | |
Investments in unaffiliated securities | | | (3,704,501) | |
Foreign currencies | | | (781) | |
Change in Net Unrealized Appreciation (Depreciation) | | | (3,705,282) | |
| Net Loss on Investments and Foreign Currency Transactions | | | (4,314,406) | |
| Increase in Net Assets From Operations | | $ | 1,391,687 | |
See Notes to Financial Statements.
| | |
18 | | Western Asset Middle Market Income Fund Inc. 2022 Annual Report |
Statements of changes in net assets
| | | | | | | | |
| For the Years Ended April 30, | | 2022 | | | 2021 | |
| | |
| Operations: | | | | | | | | |
Net investment income | | $ | 5,706,093 | | | $ | 7,201,376 | |
Net realized loss | | | (609,124) | | | | (17,652,442) | |
Change in net unrealized appreciation (depreciation) | | | (3,705,282) | | | | 39,168,262 | |
Increase in Net Assets From Operations | | | 1,391,687 | | | | 28,717,196 | |
| | |
| Distributions to Shareholders From (Note 1): | | | | | | | | |
Total distributable earnings | | | (5,702,945) | | | | (7,602,636) | |
Return of capital | | | — | | | | (22,218) | |
Decrease in Net Assets From Distributions to Shareholders | | | (5,702,945) | | | | (7,624,854) | |
| | |
| Fund Share Transactions: | | | | | | | | |
Reinvestment of distributions (945 and 1,452 shares issued, respectively) | | | 601,371 | | | | 855,300 | |
Cost of shares repurchased through tender offer (29,831 and 27,000 shares repurchased, respectively) | | | (18,969,476) | | | | (16,243,686) | |
Decrease in Net Assets From Fund Share Transactions | | | (18,368,105) | | | | (15,388,386) | |
| | |
| Capital Contributions: | | | | | | | | |
Capital contributions | | | — | | | | 15,338 | |
Increase (Decrease) in Net Assets | | | (22,679,363) | | | | 5,719,294 | |
| | |
| Net Assets: | | | | | | | | |
Beginning of year | | | 112,612,302 | | | | 106,893,008 | |
End of year | | $ | 89,932,939 | | | $ | 112,612,302 | |
See Notes to Financial Statements.
| | |
| Western Asset Middle Market Income Fund Inc. 2022 Annual Report | | 19 |
Statement of cash flows
For the Year Ended April 30, 2022
| | | | |
| |
| Increase (Decrease) in Cash: | | | | |
| Cash Flows from Operating Activities: | | | | |
Net increase in net assets resulting from operations | | $ | 1,391,687 | |
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided (used) by operating activities: | | | | |
Purchases of portfolio securities | | | (16,314,860) | |
Sales of portfolio securities | | | 52,060,482 | |
Net purchases, sales and maturities of short-term investments | | | 2,488,154 | |
Payment-in-kind | | | (84,753) | |
Net amortization of premium (accretion of discount) | | | (103,938) | |
Increase in receivable for securities sold | | | (2,820,305) | |
Decrease in interest and dividends receivable | | | 290,177 | |
Decrease in prepaid expenses | | | 846 | |
Increase in dividends receivable from affiliated investments | | | (1,059) | |
Decrease in payable for securities purchased | | | (3,257,500) | |
Decrease in investment management fee payable | | | (26,238) | |
Decrease in Directors’ fees payable | | | (1,379) | |
Increase in interest expense payable | | | 7,988 | |
Increase in accrued expenses | | | 45,617 | |
Net realized loss on investments | | | 630,626 | |
Change in net unrealized appreciation (depreciation) of investments | | | 3,704,501 | |
Net Cash Provided in Operating Activities* | | | 38,010,046 | |
| |
| Cash Flows from Financing Activities: | | | | |
Distributions paid on common stock | | | (5,101,574) | |
Proceeds from loan facility borrowings | | | 3,000,000 | |
Repayment of loan facility borrowings | | | (17,000,000) | |
Increase in due to custodian | | | 47,430 | |
Payment for shares repurchased through tender offer | | | (18,969,476) | |
Net Cash Used by Financing Activities | | | (38,023,620) | |
| Net Decrease in Cash and Restricted Cash | | | (13,574) | |
| Cash and restricted cash at beginning of year | | | 13,574 | |
| Cash and restricted cash at end of year | | | — | |
| * | Included in operating expenses is cash of $197,248 paid for interest on borrowings. |
| | The following table provides a reconciliation of cash and restricted cash reported within the Statement of Assets and Liabilities that sums to the total of such amounts shown on the Statement of Cash Flows. |
| | | | |
| |
| | | | April 30, 2022 | |
| Cash | | | — | |
| Restricted cash | | | — | |
Total cash and restricted cash shown in the Statement of Cash Flows | | | — | |
| |
| Non-Cash Financing Activities: | | | | |
Proceeds from reinvestment of distributions | | $ | 601,371 | |
See Notes to Financial Statements.
| | |
20 | | Western Asset Middle Market Income Fund Inc. 2022 Annual Report |
Financial highlights
|
| For a share of capital stock outstanding throughout each year ended April 30: |
| | | | | | | | | | | | | | | | | | | | |
| | | 20221 | | | 20211 | | | 20201 | | | 20191 | | | 20181 | |
| | | | | |
| Net asset value, beginning of year | | $ | 636.36 | | | $ | 527.84 | | | $ | 749.94 | | | $ | 759.44 | | | $ | 799.71 | |
| | | | | |
| Income (loss) from operations: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | 34.86 | | | | 37.49 | | | | 60.08 | | | | 68.47 | | | | 76.58 | |
Net realized and unrealized gain (loss) | | | (29.56) | | | | 110.00 | | | | (222.12) | | | | (8.83) | | | | (38.51) | |
Total income (loss) from operations | | | 5.30 | | | | 147.49 | | | | (162.04) | | | | 59.64 | | | | 38.07 | |
| | | | | |
| Less distributions from: | | | | | | | | | | | | | | | | | | | | |
Net investment income | | | (34.33) | | | | (38.93) | | | | (60.06) | | | | (69.14) | | | | (78.34) | |
Return of capital | | | — | | | | (0.12) | | | | — | | | | — | | | | — | |
Total distributions | | | (34.33) | | | | (39.05) | | | | (60.06) | | | | (69.14) | | | | (78.34) | |
| | | | | |
| Capital contributions | | | — | | | | 0.08 | 2 | | | — | | | | — | | | | — | |
| | | | | |
| Net asset value, end of year | | $ | 607.33 | | | $ | 636.36 | | | $ | 527.84 | | | $ | 749.94 | | | $ | 759.44 | |
Total return, based on NAV3 | | | 0.73 | % | | | 28.73 | %4 | | | (22.94) | % | | | 8.20 | % | | | 5.04 | % |
| | | | | |
| Net assets, end of year (000s) | | $ | 89,933 | | | $ | 112,612 | | | $ | 106,893 | | | $ | 173,331 | | | $ | 198,323 | |
| | | | | |
| Ratios to average net assets: | | | | | | | | | | | | | | | | | | | | |
Gross expenses | | | 2.09 | % | | | 1.83 | % | | | 2.31 | % | | | 2.29 | % | | | 2.36 | % |
Net expenses5 | | | 1.97 | 6 | | | 1.72 | | | | 2.18 | | | | 2.17 | | | | 2.23 | |
Net investment income | | | 5.45 | | | | 6.29 | | | | 8.56 | | | | 8.98 | | | | 9.81 | |
| | | | | |
| Portfolio turnover rate | | | 14 | % | | | 62 | % | | | 56 | % | | | 28 | % | | | 32 | % |
| | | | | |
| Supplemental data: | | | | | | | | | | | | | | | | | | | | |
Loan Outstanding, End of Year (000s) | | $ | 11,000 | | | $ | 25,000 | | | $ | 30,300 | | | $ | 23,300 | | | $ | 47,400 | |
Asset Coverage Ratio for Loan Outstanding7 | | | 918 | % | | | 550 | % | | | 453 | % | | | 844 | % | | | 518 | % |
Asset Coverage, per $1,000 Principal Amount of Loan Outstanding7 | | $ | 9,176 | | | $ | 5,504 | | | $ | 4,528 | | | $ | 8,439 | | | $ | 5,184 | |
Weighted Average Loan (000s) | | $ | 23,014 | | | $ | 16,859 | | | $ | 31,672 | | | $ | 36,567 | | | $ | 58,175 | |
Weighted Average Interest Rate on Loan | | | 0.88 | % | | | 0.87 | % | | | 2.46 | % | | | 3.00 | % | | | 2.08 | % |
| 1 | Per share amounts have been calculated using the average shares method. |
| 2 | Reimbursement from fund accounting agent for NAV error. |
| 3 | 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. |
| 4 | Includes the effect of a capital contribution. Absent the capital contribution, the total return would have been unchanged. |
| 5 | Reflects fee waivers and/or expense reimbursements. |
| 6 | The manager has agreed to waive the Fund’s management fee to an extent sufficient to offset the net management fee payable in connection with any investment in an affiliated money market fund. |
| 7 | Represents value of net assets plus the loan outstanding at the end of the period divided by the loan outstanding at the end of the period. |
See Notes to Financial Statements.
| | |
| Western Asset Middle Market Income Fund Inc. 2022 Annual Report | | 21 |
Notes to financial statements
1. Organization and significant accounting policies
Western Asset Middle Market Income Fund Inc. (the “Fund”) was incorporated in Maryland on June 29, 2011 and is registered as a non-diversified, limited-term closed-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund commenced operations on August 26, 2014. The Fund’s primary investment objective is to provide high income. As a secondary objective, the Fund seeks capital appreciation. The Fund seeks to achieve its investment objectives by investing, under normal market conditions, at least 80% of its managed assets (the net assets of the Fund plus the principal amount of any borrowings and any preferred stock that may be outstanding) in securities, including loans, issued by middle market companies. For investment purposes, “middle market” refers to companies with annual revenues of between $100 million and $1 billion at the time of investment by the Fund. Securities of middle market issuers are typically considered below investment grade (also commonly referred to as “junk bonds”). It is anticipated that the Fund will terminate on or before December 30, 2022. Upon its termination, it is anticipated that the Fund will have distributed substantially all of its net assets to stockholders, although securities for which no market exists or securities trading at depressed prices, if any, may be placed in a liquidating trust.
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 typically 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 in open-end funds are valued at the closing net asset value per share of each fund on the day of valuation. 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
| | |
22 | | Western Asset Middle Market Income Fund Inc. 2022 Annual Report |
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.
The Board of Directors is responsible for the valuation process and has delegated the supervision of the daily valuation process to the Global 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
| | |
| Western Asset Middle Market Income Fund Inc. 2022 Annual Report | | 23 |
Notes to financial statements (cont’d)
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.) |
| • | | 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 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: | | | | | | | | | | | | | | | | |
Financials | | | — | | | $ | 2,552,619 | | | $ | 936,380 | | | $ | 3,488,999 | |
Information Technology | | | — | | | | 1,223,266 | | | | 0 | * | | | 1,223,266 | |
Other Corporate Bonds & Notes | | | — | | | | 50,938,745 | | | | — | | | | 50,938,745 | |
Senior Loans: | | | | | | | | | | | | | | | | |
Consumer Discretionary | | | — | | | | 4,153,088 | | | | 1,795,294 | | | | 5,948,382 | |
Financials | | | — | | | | 5,000,808 | | | | 980,100 | | | | 5,980,908 | |
Health Care | | | — | | | | 2,818,742 | | | | 366,824 | | | | 3,185,566 | |
Other Senior Loans | | | — | | | | 20,667,296 | | | | — | | | | 20,667,296 | |
Common Stocks | | $ | 2,494,491 | | | | — | | | | — | | | | 2,494,491 | |
Preferred Stocks | | | 490,000 | | | | — | | | | — | | | | 490,000 | |
| Total Long-Term Investments | | | 2,984,491 | | | | 87,354,564 | | | | 4,078,598 | | | | 94,417,653 | |
| Short-Term Investments† | | | 2,820,845 | | | | — | | | | — | | | | 2,820,845 | |
| Total Investments | | $ | 5,805,336 | | | $ | 87,354,564 | | | $ | 4,078,598 | | | $ | 97,238,498 | |
| † | See Schedule of Investments for additional detailed categorizations. |
| * | Amount represents less than $1. |
| | |
24 | | Western Asset Middle Market Income Fund Inc. 2022 Annual Report |
The following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value:
| | | | | | | | | | | | | | | | | | | | |
Investments in Securities | | Balance as of April 30, 2021 | | | Accrued
premiums/
discounts | | | Realized
gain (loss)1 | | | Change in
unrealized
appreciation
(depreciation)2 | | | Purchases | |
| Corporate Bonds & Notes: | | | | | | | | | | | | | | | | | | | | |
Financials | | $ | 976,900 | | | | — | | | | — | | | $ | (40,520) | | | | — | |
Information Technology | | | 0 | * | | | — | | | | — | | | | — | | | | — | |
Materials | | | 0 | * | | | — | | | $ | (1,151,780) | | | | 1,151,780 | | | | — | |
| Senior Loans: | | | | | | | | | | | | | | | | | | | | |
Communication Services | | | 295,236 | | | $ | 93 | | | | 903 | | | | (2,100) | | | | — | |
Consumer Discretionary | | | 995,000 | | | | 2,953 | | | | 2,500 | | | | (5,185) | | | $ | 1,030,825 | |
Financials | | | 8,170,905 | | | | 4,800 | | | | (52,002) | | | | 10,780 | | | | — | |
Health Care | | | 2,613,256 | | | | 6,584 | | | | 26,743 | | | | (24,705) | | | | — | |
Industrials | | | 1,998,750 | | | | 2,364 | | | | 158 | | | | (13,675) | | | | — | |
Information Technology | | | 4,066,067 | | | | (1,232) | | | | (18,873) | | | | (29,815) | | | | — | |
Materials | | | 1,498,450 | | | | 640 | | | | 34 | | | | (3,675) | | | | — | |
| Total | | $ | 20,614,564 | | | $ | 16,202 | | | $ | (1,192,317) | | | $ | 1,042,885 | | | $ | 1,030,825 | |
| | | | | | | | | | | | | | | | | | | | |
Investments in Securities (cont’d) | | Sales | | | Transfers
into
Level 3 | | | Transfers
out of
Level 33 | | | Balance as of
April 30, 2022 | | | Net change in
unrealized
appreciation
(depreciation)
for investments
in securities
still held at
April 30, 20222 | |
Corporate Bonds & Notes: | | | | | | | | | | | | | | | | | | | | |
Financials | | | — | | | | — | | | | — | | | $ | 936,380 | | | $ | (40,520) | |
Information Technology | | | — | | | | — | | | | — | | | | 0 | * | | | — | |
Materials | | $ | (0) | * | | | — | | | | — | | | | — | | | | — | |
| Senior Loans: | | | | | | | | | | | | | | | | | | | | |
Communication Services | | | (294,132) | | | | — | | | | — | | | | — | | | | — | |
Consumer Discretionary | | | (230,799) | | | | — | | | | — | | | | 1,795,294 | | | | (5,185) | |
Financials | | | (4,192,652) | | | | — | | | $ | (2,961,731) | | | | 980,100 | | | | (7,469) | |
Health Care | | | (2,255,054) | | | | — | | | | — | | | | 366,824 | | | | (6,497) | |
| | |
| Western Asset Middle Market Income Fund Inc. 2022 Annual Report | | 25 |
Notes to financial statements (cont’d)
| | | | | | | | | | | | | | | | | | | | |
Investments in Securities (cont’d) | | Sales | | | Transfers into Level 3 | | | Transfers out of Level 33 | | | Balance as of April 30, 2022 | | | Net change in unrealized appreciation (depreciation) for investments in securities still held at April 30, 20222 | |
| Industrials | | $ (17,488) | | | — | | | $(1,970,109) | | | — | | | — | |
Information Technology | | | (565,399) | | | | — | | | | (3,450,748) | | | | — | | | | — | |
| Materials | | | (1,003,750) | | | | — | | | | (491,699) | | | | — | | | | — | |
| Total | | $ | (8,559,274) | | | | — | | | $ | (8,874,287) | | | $ | 4,078,598 | | | $ | (59,671) | |
| * | Amount represents less than $1. |
| 1 | This amount is included in net realized gain (loss) from investment transactions in the accompanying Statement of Operations. |
| 2 | This amount is included in the change in net unrealized appreciation (depreciation) in the accompanying Statement of Operations. Change in unrealized appreciation (depreciation) includes net unrealized appreciation (depreciation) resulting from changes in investment values during the reporting period and the reversal of previously recorded unrealized appreciation (depreciation) when gains or losses are realized. |
| 3 | Transferred out of Level 3 as a result of the availability of a quoted price in an active market for an identical investment or the availability of other significant observable inputs. |
(b) 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 of off-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 any off-set between the lender and the borrower.
(c) Cash flow information. The Fund invests in securities and distributes dividends from net investment income and net realized gains, which are paid in cash and may be reinvested at the discretion of shareholders. These activities are reported in the Statements of Changes in Net Assets and additional information on cash receipts and cash payments is presented in the Statement of Cash Flows.
(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
| | |
26 | | Western Asset Middle Market Income Fund Inc. 2022 Annual Report |
securities and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts based upon prevailing exchange rates on the respective dates of such transactions.
The Fund does not isolate that portion of the results of operations resulting from fluctuations in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments.
Net realized foreign exchange gains or losses arise from sales of foreign currencies, including gains and losses on forward foreign currency contracts, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the values of assets and liabilities, other than investments in securities, on the date of valuation, resulting from changes in exchange rates.
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) 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, economic or diplomatic changes may have disruptive effects on the market prices of investments held by the Fund. The Fund’s investments in non-U.S. dollar denominated securities may also result in foreign currency losses caused by devaluations and exchange rate fluctuations.
(f) 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 may 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.
| | |
| Western Asset Middle Market Income Fund Inc. 2022 Annual Report | | 27 |
Notes to financial statements (cont’d)
(g) Security transactions and investment income. Security transactions are accounted for on a trade date basis. Interest income (including interest income from payment-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 the ex-dividend date for dividends received in cash and/or securities. Foreign dividend income is recorded on the ex-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.
(h) Distributions to shareholders. Distributions from net investment income of the Fund, if any, are declared and paid on a quarterly basis. The actual source of the Fund’s current fiscal year distributions may be from net investment income, return of capital or a combination of both. Shareholders will be informed of the tax characteristics of the distributions after the close of the fiscal year. Distributions of net realized gains, if any, are declared at least annually. Distributions to shareholders of the Fund are recorded on the ex-dividend date and are determined in accordance with income tax regulations, which may differ from GAAP.
(i) 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.
(j) 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 April 30, 2022, 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.
(k) 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.
| | |
28 | | Western Asset Middle Market Income Fund Inc. 2022 Annual Report |
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 Limited (“Western Asset Limited”), Western Asset Management Company Pte. Ltd. (“Western Asset Singapore”) and Western Asset Management Company Ltd (“Western Asset Japan”) serve as additional subadvisers to the Fund, pursuant to separate subadvisory agreements with Western Asset. LMPFA, Western Asset, Western Asset Limited, Western Asset Singapore and Western Asset Japan are indirect, wholly-owned subsidiaries of Franklin Resources, Inc. (“Franklin Resources”).
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 1.25% of the Fund’s average daily managed assets, which are net assets of the Fund plus the principal amount of any borrowings and any preferred stock that may be outstanding.
LMPFA delegates to Western Asset the day-to-day portfolio management of the Fund. Western Asset Limited, Western Asset Singapore and Western Asset Japan provide certain subadvisory services to the Fund relating to currency transactions and investments in non-U.S. dollar denominated debt securities. For its services, LMPFA pays Western Asset monthly 90% of the net management fee it receives from the Fund. In turn, Western Asset pays Western Asset Limited, Western Asset Singapore and Western Asset Japan a fee for their services at no additional expense to the Fund. Western Asset pays each of Western Asset Limited, Western Asset Singapore and Western Asset Japan a monthly subadvisory fee in an amount equal to 100% of the management fee paid to Western Asset on the assets that Western Asset allocates to each such non-U.S. subadviser to manage.
During periods in which the Fund utilizes financial leverage, the fees paid to LMPFA will be higher than if the Fund did not utilize leverage because the fees are calculated as a percentage of the Fund’s assets, including those investments purchased with leverage.
Effective December 1, 2016, LMPFA implemented a voluntary investment management fee waiver of 0.10% that will continue until December 30, 2022.
The manager has agreed to waive the Fund’s management fee to an extent sufficient to offset the net management fee payable in connection with any investment in an affiliated money market fund (the “affiliated money market fund waiver”).
During the year ended April 30, 2022, fees waived and/or expenses reimbursed amounted to $128,933, which included an affiliated money market fund waiver of $1,235.
All officers and one Director of the Fund are employees of Franklin Resources or its affiliates and do not receive compensation from the Fund.
| | |
| Western Asset Middle Market Income Fund Inc. 2022 Annual Report | | 29 |
Notes to financial statements (cont’d)
3. Investments
During the year ended April 30, 2022, the aggregate cost of purchases and proceeds from sales of investments (excluding short-term investments) were as follows:
| | | | |
| Purchases | | $ | 16,314,860 | |
| Sales | | | 52,060,482 | |
At April 30, 2022, 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
Depreciation | |
| Securities | | $ | 103,852,551 | | | $ | 1,436,203 | | | $ | (8,050,256) | | | $ | (6,614,053) | |
4. Derivative instruments and hedging activities
During the year ended April 30, 2022, the Fund did not invest in derivative instruments.
5. Tender offers
On February 11, 2022, the Fund announced that the Fund’s Board of Directors had approved a tender offer to purchase for cash up to 2.5% of the Fund’s outstanding common stock (“Shares”). The Fund also reserved the right to purchase up to an additional 2% of the Fund’s outstanding Shares without amending or extending the offer (the “Additional Shares”). The tender offer was conducted at a price equal to the Fund’s net asset value per Share of the Fund’s Shares on the day on which the tender offer expired. The tender offer commenced on March 4, 2022 and expired on April 4, 2022. On April 7, 2022, the Fund announced the final results of the tender offer. A total of 13,445 Shares were duly tendered and not withdrawn. Because the number of Shares tendered exceeded 3,871, the tender offer was oversubscribed. Additional Shares of 3,097 were also accepted for purchase by the Fund. Therefore, in accordance with the terms and conditions specified in the tender offer, the Fund purchased Shares from all tendering stockholders on a pro rata basis, excluding any odd lot transactions and disregarding fractions. Accordingly, on a pro rata basis, approximately 47.4% of Shares for each stockholder who properly tendered Shares were accepted for payment. The purchase price of properly tendered Shares was $618.94 per Share, equal to the Fund’s per Share net asset value as of the close of the regular trading session of the New York Stock Exchange on April 4, 2022. Shares repurchased and the corresponding dollar amount are included on the Statement of Changes. Shares that were tendered but not accepted for payment and Shares that were not tendered will remain outstanding.
On November 11, 2021, the Fund announced that the Fund’s Board of Directors had approved a tender offer to purchase for cash up to 2.5% of the Fund’s outstanding common stock (“Shares”). The Fund also reserved the right to purchase up to an additional 2% of the Fund’s outstanding Shares without amending or extending the offer (the “Additional
| | |
30 | | Western Asset Middle Market Income Fund Inc. 2022 Annual Report |
Shares”). The tender offer was conducted at a price equal to the Fund’s net asset value per Share of the Fund’s Shares on the day on which the tender offer expired. The tender offer commenced on December 3, 2021 and expired on January 5, 2022. On January 7, 2022, the Fund announced the final results of the tender offer. A total of 15,990 Shares were duly tendered and not withdrawn. Because the number of Shares tendered exceeded 4,047, the tender offer was oversubscribed. Additional Shares of 3,237 were also accepted for purchase by the Fund. Therefore, in accordance with the terms and conditions specified in the tender offer, the Fund purchased Shares from all tendering stockholders on a pro rata basis, excluding any odd lot transactions and disregarding fractions. Accordingly, on a pro rata basis, approximately 41.6% of Shares for each stockholder who properly tendered Shares were accepted for payment. The purchase price of properly tendered Shares was $639.78 per Share, equal to the Fund’s per Share net asset value as of the close of the regular trading session of the New York Stock Exchange on January 5, 2022. Shares repurchased and the corresponding dollar amount are included on the Statement of Changes. Shares that were tendered but not accepted for payment and Shares that were not tendered will remain outstanding.
On July 30, 2021, the Fund announced that the Fund’s Board of Directors had approved a tender offer to purchase for cash up to 2.5% of the Fund’s outstanding common stock (“Shares”). The Fund also reserved the right to purchase up to an additional 2% of the Fund’s outstanding shares without amending or extending the offer (the “Additional Shares”). The tender offer was conducted at a price equal to the Fund’s net asset value per Share of the Fund’s Shares on the day on which the tender offer expired. The tender offer commenced on September 3, 2021 and expired on October 4, 2021. On October 6, 2021, the Fund announced the final results of the tender offer. A total of 14,741 Shares were duly tendered and not withdrawn. Because the number of Shares tendered exceeded 4,231 Shares, including Additional Shares of 3,386 accepted for purchase by the Fund, the tender offer was oversubscribed. Therefore, in accordance with the terms and conditions specified in the tender offer, the Fund purchased Shares from all tendering stockholders on a pro rata basis, excluding an odd lot transactions and disregarding fractions. Accordingly, on a pro rata basis, approximately 49.2% of Shares for each stockholder who properly tendered Shares were accepted for payment. The purchase price of properly tendered Shares was $641.30 per Share, equal to the Fund’s per Share net asset value as of the close of the regular trading session of the New York Stock Exchange on October 4, 2021. Shares repurchased and the corresponding dollar amount are included on the Statement of Changes. Shares that were tendered but not accepted for payment and Shares that were not tendered will remain outstanding.
On May 13, 2021, the Fund announced that the Fund’s Board of Directors had approved a tender offer to purchase for cash up to 2.5% of the Fund’s outstanding Shares. The Fund also reserved the right to purchase up to an additional 2% of the Fund’s outstanding shares without amending or extending the offer. The tender offer was conducted at a price equal to the Fund’s net asset value per Share of the Fund’s Shares on the day on which the tender
| | |
| Western Asset Middle Market Income Fund Inc. 2022 Annual Report | | 31 |
Notes to financial statements (cont’d)
offer expired. The tender offer commenced on June 2, 2021 and expired on July 1, 2021. On July 6, 2021, the Fund announced the final results of the tender offer. A total of 17,522 Shares were duly tendered and not withdrawn. Because the number of Shares tendered exceeded 4,424 Shares, including Additional Shares of 3,538 accepted for purchase by the Fund, the tender offer was oversubscribed. Therefore, in accordance with the terms and conditions specified in the tender offer, the Fund purchased Shares from all tendering stockholders on a pro rata basis, excluding an odd lot transactions and disregarding fractions. Accordingly, on a pro rata basis, approximately 44% of Shares for each stockholder who properly tendered Shares were accepted for payment. The purchase price of properly tendered Shares was $642.02 per Share, equal to the Fund’s per Share net asset value as of the close of the regular trading session of the New York Stock Exchange on July 1, 2021. Shares repurchased and the corresponding dollar amount are included on the Statement of Changes. Shares that were tendered but not accepted for payment and Shares that were not tendered will remain outstanding.
During the prior fiscal year, on February 12, 2021, the Fund announced that the Fund’s Board of Directors had approved a tender offer to purchase for cash up to 2.5% of the Fund’s outstanding Shares. The Fund also reserved the right to purchase up to an additional 2% of the Fund’s outstanding shares without amending or extending the offer. The tender offer was conducted at a price equal to the Fund’s net asset value per Share of the Fund’s Shares on the day on which the tender offer expired. The tender offer commenced on March 5, 2021 and expired on April 5, 2021. On April 7, 2021, the Fund announced the final results of the tender offer. A total of 13,954 Shares were duly tendered and not withdrawn. Because the number of Shares tendered exceeded 4,577 Shares, including Additional Shares of 1,819 accepted for purchase by the Fund, the tender offer was oversubscribed. Therefore, in accordance with the terms and conditions specified in the tender offer, the Fund purchased Shares from all tendering stockholders on a pro rata basis, excluding an odd lot transactions and disregarding fractions. Accordingly, on a pro rata basis, approximately 42.6% of Shares for each stockholder who properly tendered Shares were accepted for payment. The purchase price of properly tendered Shares was $629.07 per Share, equal to the Fund’s per Share net asset value as of the close of the regular trading session of the New York Stock Exchange on April 5, 2021. Shares repurchased and the corresponding dollar amount are included on the Statement of Changes. Shares that were tendered but not accepted for payment and Shares that were not tendered will remain outstanding.
During the prior fiscal year, on November 11, 2020, the Fund announced that the Fund’s Board of Directors had approved a tender offer to purchase for cash up to 2.5% of the Fund’s outstanding Shares. The Fund also reserved the right to purchase up to an additional 2% of the Fund’s outstanding shares without amending or extending the offer. The tender offer was conducted at a price equal to the Fund’s net asset value per Share of the Fund’s Shares on the day on which the tender offer expired. The tender offer commenced on December 4, 2020 and expired on January 6, 2021. On January 8, 2021, the Fund announced the final results of the tender offer. A total of 18,220 Shares were duly tendered and not
| | |
32 | | Western Asset Middle Market Income Fund Inc. 2022 Annual Report |
withdrawn. Because the number of Shares tendered exceeded 4,786 Shares, including Additional Shares of 3,829 accepted for purchase by the Fund, the tender offer was oversubscribed. Therefore, in accordance with the terms and conditions specified in the tender offer, the Fund purchased Shares from all tendering stockholders on a pro rata basis, excluding an odd lot transactions and disregarding fractions. Accordingly, on a pro rata basis, approximately 44% of Shares for each stockholder who properly tendered Shares were accepted for payment. The purchase price of properly tendered Shares was $616.90 per Share, equal to the Fund’s per Share net asset value as of the close of the regular trading session of the New York Stock Exchange on January 6, 2021. Shares repurchased and the corresponding dollar amount are included on the Statement of Changes. Shares that were tendered but not accepted for payment and Shares that were not tendered will remain outstanding.
During the prior fiscal year, on August 14, 2020, the Fund announced that the Fund’s Board of Directors had approved a tender offer to purchase for cash up to 2.5% of the Fund’s outstanding Shares. The Fund also reserved the right to purchase up to an additional 2% of the Fund’s outstanding shares without amending or extending the offer. The tender offer was conducted at a price equal to the Fund’s net asset value per Share of the Fund’s Shares on the day on which the tender offer expired. The tender offer commenced on September 3, 2020 and expired on October 2, 2020. On October 7, 2020, the Fund announced the final results of the tender offer. A total of 14,860 Shares were duly tendered and not withdrawn. Because the number of Shares tendered exceeded 4,949 Shares, including Additional Shares of 1,978 accepted for purchase by the Fund, the tender offer was oversubscribed. Therefore, in accordance with the terms and conditions specified in the tender offer, the Fund purchased Shares from all tendering stockholders on a pro rata basis, excluding an odd lot transactions and disregarding fractions. Accordingly, on a pro rata basis, approximately 43% of Shares for each stockholder who properly tendered Shares were accepted for payment. The purchase price of properly tendered Shares was $582.35 per Share, equal to the Fund’s per Share net asset value as of the close of the regular trading session of the New York Stock Exchange on October 2, 2020. Shares repurchased and the corresponding dollar amount are included on the Statement of Changes. Shares that were tendered but not accepted for payment and Shares that were not tendered will remain outstanding.
During the prior fiscal year, on May 14, 2020, the Fund announced that the Fund’s Board of Directors had approved a tender offer to purchase for cash up to 2.5% of the Fund’s outstanding Shares. The Fund also reserved the right to purchase up to an additional 2% of the Fund’s outstanding shares without amending or extending the offer. The tender offer was conducted at a price equal to the Fund’s net asset value per Share of the Fund’s Shares on the day on which the tender offer expired. The tender offer commenced on June 3, 2020 and expired on July 3, 2020. On July 7, 2020, the Fund announced the final results of the tender offer. A total of 10,901 Shares were duly tendered and not withdrawn. Because the number of Shares tendered exceeded 5,062 Shares, including Additional Shares accepted
| | |
| Western Asset Middle Market Income Fund Inc. 2022 Annual Report | | 33 |
Notes to financial statements (cont’d)
for purchase by the Fund, the tender offer was oversubscribed. Therefore, in accordance with the terms and conditions specified in the tender offer, the Fund purchased Shares from all tendering stockholders on a pro rata basis, excluding any odd lot transactions and disregarding fractions. Accordingly, on a pro rata basis, approximately 43% of Shares for each stockholder who properly tendered Shares were accepted for payment. The purchase price of properly tendered Shares was $567.29 per Share, equal to the Fund’s per Share net asset value as of the close of the regular trading session of the New York Stock Exchange on July 2, 2020. Shares repurchased and the corresponding dollar amount are included on the Statement of Changes. Shares that were tendered but not accepted for payment and Shares that were not tendered will remain outstanding.
6. Loan
Pursuant to a Consent and Amendment Agreement dated March 14, 2022, the Fund’s Credit Agreement between the Fund and Pershing LLC, as lender, was amended to transfer Pershing LLC’s interest to The Bank of New York Mellon (“BNYM”). The amended Credit Agreement allows the Fund to borrow up to an aggregate amount of $136,000,000, subject to approval by BNYM, and renews daily for a 180-day term unless notice to the contrary is given to the Fund. The Credit Agreement will terminate effective May 11, 2022, absent subsequent notice to the contrary pursuant to a notice received by the Fund on November 12, 2021. The Fund pays interest on borrowings calculated based on the Overnight Bank Funding Rate plus applicable margin. The Overnight Bank Funding Rate means the Overnight Bank Funding Rate as reported by the New York Federal Reserve in the FR2420 Report of Selected Money Market Rates or any successor report or website. To the extent of the borrowing outstanding, the Fund is required to maintain collateral in a special custody account at the Fund’s custodian on behalf of BNYM. The Fund’s Credit Agreement contains customary covenants that, among other things, may limit the Fund’s ability to pay distributions in certain circumstances, incur additional debt, change its fundamental investment policies and engage in certain transactions, including mergers and consolidations, and require asset coverage ratios in addition to those required by the 1940 Act. In addition, the Credit Agreement may be subject to early termination under certain conditions and may contain other provisions that could limit the Fund’s ability to utilize borrowing under the agreement. Interest expense related to the loan for the year ended April 30, 2022 was $205,219. For the year ended April 30, 2022, the Fund had an average daily loan balance outstanding of $23,013,699 and the weighted average interest rate was 0.88%. At April 30, 2022, the Fund had $11,000,000 of borrowings outstanding.
7. Distributions subsequent to April 30, 2022
The following distribution has been declared by the Fund’s Board of Directors and is payable subsequent to the period end of this report:
| | | | | | | | |
| Record Date | | Payable Date | | | Amount | |
| 6/23/2022 | | | 7/1/2022 | | | $ | 8.0000 | |
| | |
34 | | Western Asset Middle Market Income Fund Inc. 2022 Annual Report |
8. Transactions with affiliated company
As defined by the 1940 Act, an affiliated company is one in which the Fund owns 5% or more of the outstanding voting securities, or a company which is under common ownership or control with the Fund. The following company was considered an affiliated company for all or some portion of the year ended April 30, 2022. The following transactions were effected in such company for the year ended April 30, 2022.
| | | | | | | | | | | | | | | | | | | | |
| | | Affiliate
Value at April 30, 2021 | | | Purchased | | | Sold | |
| | | Cost | | | Shares | | | Cost | | | Shares | |
| Western Asset Premier Institutional Government Reserves, Premium Shares | | | — | | | $ | 50,416,562 | | | | 50,416,562 | | | $ | 47,595,717 | | | | 47,595,717 | |
| | | | | | | | | | | | | | | | |
| (cont’d) | | Realized Gain (Loss) | | | Dividend
Income | | | Net Increase
(Decrease) in
Unrealized
Appreciation
(Depreciation) | | | Affiliate
Value at
April 30,
2022 | |
| Western Asset Premier Institutional Government Reserves, Premium Shares | | | — | | | $ | 1,898 | | | | — | | | $ | 2,820,845 | |
9. Income tax information and distributions to shareholders
The tax character of distributions paid during the fiscal years ended April 30, was as follows:
| | | | | | | | |
| | | 2022 | | | 2021 | |
| Distributions paid from: | | | | | | | | |
| Ordinary income | | $ | 5,702,945 | | | $ | 7,602,636 | |
| Tax return of capital | | | — | | | | 22,218 | |
| Total distributions paid | | $ | 5,702,945 | | | $ | 7,624,854 | |
As of April 30, 2022, the components of distributable earnings (loss) on a tax basis were as follows:
| | | | |
| Undistributed ordinary income — net | | $ | 57,916 | |
| Deferred capital losses* | | | (101,913,831) | |
| Other book/tax temporary differences(a) | | | (39,337) | |
| Unrealized appreciation (depreciation) | | | (6,614,053) | |
| Total distributable earnings (loss) — net | | $ | (108,509,305) | |
| | |
| Western Asset Middle Market Income Fund Inc. 2022 Annual Report | | 35 |
Notes to financial statements (cont’d)
| * | 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 book/tax differences in the accrual of interest income on securities in default and book/tax differences in the timing of the deductibility of various expenses. |
10. Recent accounting pronouncement
In March 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting. In January 2021, the FASB issued ASU No. 2021-01, with further amendments to Topic 848. The amendments in the ASUs provide optional temporary accounting recognition and financial reporting relief from the effect of certain types of contract modifications due to the planned discontinuation of the LIBOR and other interbank-offered based reference rates as of the end of 2021 and 2023. The ASUs are effective for certain reference rate-related contract modifications that occur during the period March 12, 2020 through December 31, 2022. Management has reviewed the requirements and believes the adoption of these ASUs will not have a material impact on the financial statements.
11. Other matters
The outbreak of the respiratory illness COVID-19 (commonly referred to as “coronavirus”) has continued to rapidly spread around the world, causing considerable uncertainty for the global economy and financial markets. The ultimate economic fallout from the pandemic, and the long-term impact on economies, markets, industries and individual issuers, are not known. The COVID-19 pandemic could adversely affect the value and liquidity of the Fund’s investments and negatively impact the Fund’s performance. In addition, the outbreak of COVID-19, and measures taken to mitigate its effects, could result in disruptions to the services provided to the Fund by its service providers.
* * *
The Fund’s investments, payment obligations, and financing terms may be based on floating rates, such as the London Interbank Offered Rate, or “LIBOR,” which is the offered rate for short-term Eurodollar deposits between major international banks. On March 5, 2021, the ICE Benchmark Administration, the administrator of LIBOR, stated that it will cease the publication of the overnight and one-, three-, six- and twelve-month USD LIBOR settings immediately following the LIBOR publication on Friday, June 30, 2023. All other LIBOR settings, including the one-week and two-month USD LIBOR settings, have ceased publication as of January 1, 2022. There remains uncertainty regarding the nature of any replacement rate and the impact of the transition from LIBOR on the Fund’s transactions and the financial markets generally. As such, the potential effect of a transition away from LIBOR on the Fund or the Fund’s investments cannot yet be determined.
* * *
| | |
36 | | Western Asset Middle Market Income Fund Inc. 2022 Annual Report |
On February 24, 2022, Russia engaged in military actions in the sovereign territory of Ukraine. The current political and financial uncertainty surrounding Russia and Ukraine may increase market volatility and the economic risk of investing in securities in these countries and may also cause uncertainty for the global economy and broader financial markets. The ultimate fallout and long-term impact from these events are not known. The Fund will continue to assess the impact on valuations and liquidity and will take any potential actions needed in accordance with procedures approved by the Board of Directors.
12. Subsequent events
On May 11, 2022, the Fund entered into a Master Margin Loan Agreement (the “BNYM Credit Agreement”) with The Bank of New York Mellon, as lender (“BNYM”). The Credit Agreement provides for borrowings in an aggregate principal amount of up to $35,000,000, subject to the terms and conditions therein. Each loan under the BNYM Credit Agreement constitutes an open commitment by BNYM terminable upon 180 days’ notice by the Fund or BNYM. The Fund has pledged as collateral to secure loans made under the BNYM Credit Agreement certain assets held by the Fund’s custodian. The Fund pays interest on borrowings calculated based on the Overnight Bank Funding Rate plus applicable margin. The Overnight Bank Funding Rate is a volume weighted median measure of U.S. dollar funding costs for U.S. based banks calculated using both fed funds transactions and O/N eurodollar time deposits. The BNYM Credit Agreement contains certain covenants, including a limitation on the incurrence of liens and a limitation on mergers and sales of assets.
* * *
The Fund announced on May 12, 2022 that the Fund’s Board of Directors had approved a tender offer to purchase for cash up to 2.5% of the Fund’s outstanding shares of common stock, subject to the right to purchase up to an additional 2% of the Fund’s outstanding Shares without amending or extending the offer. The tender offer will be conducted at a price equal to the Fund’s net asset value per share of common stock on the day on which the tender offer expires. The Fund commenced its tender offer on June 1, 2022 and the expiration of the tender offer is currently expected to be June 30, 2022.
| | |
| Western Asset Middle Market Income Fund Inc. 2022 Annual Report | | 37 |
Report of independent registered public accounting firm
To the Board of Directors and Shareholders of Western Asset Middle Market Income Fund Inc.
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Western Asset Middle Market Income Fund Inc. (the “Fund”) as of April 30, 2022, the related statements of operations and cash flows for the year ended April 30, 2022, the statement of changes in net assets for each of the two years in the period ended April 30, 2022, including the related notes, and the financial highlights for each of the five years in the period ended April 30, 2022 (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 April 30, 2022, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period ended April 30, 2022 and the financial highlights for each of the five years in the period ended April 30, 2022 in conformity with accounting principles generally accepted in the United States of America.
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 April 30, 2022 by correspondence with the custodian and agent banks. We believe that our audits provide a reasonable basis for our opinion.
/s/PricewaterhouseCoopers LLP
Baltimore, Maryland
June 22, 2022
We have served as the auditor of one or more investment companies in the Franklin Templeton Group of Funds since 1948.
| | |
38 | | Western Asset Middle Market Income Fund Inc. 2022 Annual Report |
Additional information (unaudited)
Information about Directors and Officers
The business and affairs of Western Asset Middle Market Income 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, 11th Floor, Baltimore, Maryland 21202. Information pertaining to the Directors and officers of the Fund is set forth below.
The Fund’s annual proxy statement includes additional information about Directors and is available, without charge, upon request by calling the Fund at 1-888-777-0102.
| | |
| Independent Directors† | | |
| |
| Robert D. Agdern | | |
| |
| Year of birth | | 1950 |
| Position(s) held with Fund | | Director and Member of Nominating, Audit, Compensation and Pricing and Valuation Committees, and Compliance Liaison |
| Term of office and length of time served | | Since 2015 |
| Principal occupation(s) during the past five years | | Member of the Advisory Committee of the Dispute Resolution Research Center at the Kellogg Graduate School of Business, Northwestern University (2002 to 2016); formerly, Deputy General Counsel responsible for western hemisphere matters for BP PLC (1999 to 2001); Associate General Counsel at Amoco Corporation responsible for corporate, chemical, and refining and marketing matters and special assignments (1993 to 1998) (Amoco merged with British Petroleum in 1998 forming BP PLC) |
| Number of portfolios in fund complex overseen by Director (including the Fund) | | 20 |
| Other board memberships held by Director during the past five years | | None |
| |
| Carol L. Colman | | |
| |
| Year of birth | | 1946 |
| Position(s) held with Fund | | Director and Member of Nominating, Audit and Compensation Committees, and Chair of Pricing and Valuation Committee |
| Term of office and length of time served | | Since 2014 |
| Principal occupation(s) during the past five years | | President, Colman Consulting Company (consulting) |
| Number of portfolios in fund complex overseen by Director (including the Fund) | | 20 |
| Other board memberships held by Director during the past five years | | None |
| | |
| Western Asset Middle Market Income Fund Inc. | | 39 |
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 Fund | | Director and Member of Audit, Compensation and Pricing and Valuation Committees, and Chair of Nominating Committee |
| Term of office and length of time served | | Since 2014 |
| Principal occupation(s) during the past five years | | Retired; formerly, Associate General Counsel, Pfizer Inc. (prior to and including 2004) |
| Number of portfolios in fund complex overseen by Director (including the Fund) | | 20 |
| Other board memberships held by Director during the past five years | | None |
| |
| Paolo M. Cucchi | | |
| |
| Year of birth | | 1941 |
| Position(s) held with Fund | | Director and Member of Nominating, Audit, and Pricing and Valuation Committees, and Chair of Compensation Committee |
| Term of office and length of time served | | Since 2014 |
| Principal occupation(s) during the past five years | | Emeritus Professor of French and Italian (since 2014) and formerly, Vice President and Dean of The College of Liberal Arts (1984 to 2009) and Professor of French and Italian (2009 to 2014) at Drew University |
| Number of portfolios in fund complex overseen by Director (including the Fund) | | 20 |
| Other board memberships held by Director during the past five years | | None |
| |
| William R. Hutchinson | | |
| |
| Year of birth | | 1942 |
| Position(s) held with Fund | | Lead Independent Director and Member of Nominating, Audit, Compensation and Pricing and Valuation Committees |
| Term of office and length of time served | | Since 2014 |
| Principal occupation(s) during the past five years | | President, W.R. Hutchinson & Associates Inc. (consulting) (since 2001) |
| Number of portfolios in fund complex overseen by Director (including the Fund) | | 20 |
| Other board memberships held by Director during the past five years | | Director (1994 to 2021) and Non-Executive Chairman of the Board (December 2009 to April 2020), Associated Banc-Corp. (financial services company) |
| | |
40 | | Western Asset Middle Market Income Fund Inc. |
| | |
| Independent Directors† (cont’d) | | |
| |
| Eileen A. Kamerick | | |
| |
| Year of birth | | 1958 |
| Position(s) held with Fund | | Director and Member of Nominating, Compensation and Pricing and Valuation Committees, and Chair of Audit Committee |
| Term of office and length of time served | | Since 2014 |
| Principal occupation(s) during the past five years | | Chief Executive Officer, The Governance Partners, LLC (consulting firm) (since 2015); National Association of Corporate Directors Board Leadership Fellow (since 2016, with Directorship Certification since 2019 and NACD 2022 Directorship 100 honoree) and financial expert; Adjunct Professor, Georgetown University Law Center (since 2021); 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, Chief Financial Officer, Press Ganey Associates (health care informatics company) (2012 to 2014); Managing Director and Chief Financial Officer, Houlihan Lokey (international investment bank) and President, Houlihan Lokey Foundation (2010 to 2012) |
| Number of portfolios in fund complex overseen by Director (including the Fund) | | 20 |
| Other board memberships held by Director during the past five years | | Director of ACV Auctions Inc. (since 2021); Director of Hochschild Mining plc (precious metals company) (since 2016); Director of Associated Banc-Corp (financial services company) (since 2007); formerly Trustee of AIG Funds and Anchor Series Trust (2018 to 2021) |
| |
| Nisha Kumar | | |
| |
| Year of birth | | 1970 |
| Position(s) held with Fund | | Director and Member of Nominating, Audit, Compensation and Pricing and Valuation Committees, and Coordinator of Alternative Investments |
| Term of office and length of time served | | Since 2019 |
| Principal occupation(s) during the past five years | | Managing Director and the Chief Financial Officer and Chief Compliance Officer of Greenbriar Equity Group, LP (since 2011); formerly, Chief Financial Officer and Chief Administrative Officer of Rent the Runway, Inc. (2011); Executive Vice President and Chief Financial Officer of AOL LLC, a subsidiary of Time Warner Inc. (2007 to 2009), Member of the Council of Foreign Relations |
| Number of portfolios in fund complex overseen by Director (including the Fund) | | 20 |
| Other board memberships held by Director during the past five years | | Director of The India Fund, Inc. (since 2016); formerly, Director of Aberdeen Income Credit Strategies Fund (2017-2018); and Director of The Asia Tigers Fund, Inc. (2016 to 2018) |
| | |
| Western Asset Middle Market Income Fund Inc. | | 41 |
Additional information (unaudited) (cont’d)
Information about Directors and Officers
| | |
| Interested Director and Officer | | |
| |
| Jane Trust, CFA1 | | |
| |
| Year of birth | | 1962 |
| |
| Position(s) held with Fund | | Director, Chairman, President and Chief Executive Officer |
| Term of office and length of time served | | Since 2015 |
| Principal occupation(s) during the past five years | | Senior Vice President, Fund Board Management, Franklin Templeton (since 2020); Officer and/or Trustee/Director of 131 funds associated with LMPFA or its affiliates (since 2015); President and Chief Executive Officer of LMPFA (since 2015); formerly, Senior Managing Director (2018 to 2020) and Managing Director (2016 to 2018) of Legg Mason & Co., LLC (“Legg Mason & Co.”); Senior Vice President of LMPFA (2015) |
| Number of portfolios in fund complex overseen by Director (including the Fund) | | 129 |
| Other board memberships held by Director during the past five years | | None |
| | |
| Additional Officers | | |
| |
| Fred Jensen | | |
| |
Franklin Templeton 620 Eighth Avenue, 47th Floor, New York, NY 10018 | | |
| |
| Year of birth | | 1963 |
| |
| Position(s) held with Fund | | Chief Compliance Officer |
| Term of office and length of time served | | Since 2020 |
| Principal occupation(s) during the past five years | | Director - Global Compliance of Franklin Templeton (since 2020); Managing Director of Legg Mason & Co. (2006 to 2020); Director of Compliance, Legg Mason Office of the Chief Compliance Officer (2006 to 2020); formerly, Chief Compliance Officer of Legg Mason Global Asset Allocation (prior to 2014); Chief Compliance Officer of Legg Mason Private Portfolio Group (prior to 2013); formerly, Chief Compliance Officer of The Reserve Funds (investment adviser, funds and broker-dealer) (2004) and Ambac Financial Group (investment adviser, funds and broker- dealer) (2000 to 2003) |
| George P. Hoyt | | |
| |
| Franklin Templeton | | |
| |
| 100 First Stamford Place, 6th Floor, Stamford, CT 06902 | | |
| |
| Year of birth | | 1965 |
| Position(s) held with Fund | | Secretary and Chief Legal Officer |
| Term of office and length of time served | | Since 2020 |
| Principal occupation(s) during the past five years | | Associate General Counsel of Franklin Templeton (since 2020); Secretary and Chief Legal Officer of certain mutual funds associated with Legg Mason & Co. or its affiliates (since 2020); formerly, Managing Director (2016 to 2020) and Associate General Counsel for Legg Mason & Co. and Assistant Secretary of certain mutual funds associated with Legg Mason & Co. or its affiliates (2006 to 2020) |
| | |
42 | | Western Asset Middle Market Income Fund Inc. |
| | |
| Additional Officers (cont’d) | | |
| |
| Thomas C. Mandia* | | |
| |
| Franklin Templeton 100 First Stamford Place, 6th Floor, Stamford, CT 06902 | | |
| |
| Year of birth | | 1962 |
| Position(s) held with Fund | | Senior Vice President |
| Term of office and length of time served | | Since 2022 |
| Principal occupation(s) during the past five years | | Senior Associate General Counsel of Franklin Templeton (since 2020); Secretary of LMPFA (since 2006); Assistant Secretary of certain funds associated with Legg Mason & Co. or its affiliates (since 2006); Secretary of LM Asset Services, LLC (“LMAS”) (since 2002) and Legg Mason Fund Asset Management, Inc. (“LMFAM”) (since 2013) (formerly registered investment advisers); formerly, Managing Director and Deputy General Counsel of Legg Mason & Co. (2005 to 2020) and Assistant Secretary of certain funds in the fund complex (2006 to 2022) |
| |
| Christopher Berarducci | | |
| |
| Franklin Templeton 620 Eighth Avenue, 47th Floor, New York, NY 10018 | | |
| |
| Year of birth | | 1974 |
| Position(s) held with Fund | | Treasurer and Principal Financial Officer |
| Term of office and length of time served | | Since 2019 |
| Principal occupation(s) during the past five years | | Vice President, Fund Administration and Reporting, Franklin Templeton (since 2020); Treasurer (since 2010) and Principal Financial Officer (since 2019) of certain funds associated with Legg Mason & Co. or its affiliates; formerly, Managing Director (2020), Director (2015 to 2020), and Vice President (2011 to 2015) of Legg Mason & Co. |
| |
| Jeanne M. Kelly | | |
| |
| Franklin Templeton 620 Eighth Avenue, 47th Floor, New York, NY 10018 | | |
| |
| Year of birth | | 1951 |
| Position(s) held with Fund | | Senior Vice President |
| Term of office and length of time served | | Since 2014 |
| Principal occupation(s) during the past five years | | U.S. Fund Board Team Manager, Franklin Templeton (since 2020); Senior Vice President of certain funds associated with Legg Mason & Co. or its affiliates (since 2007); Senior Vice President of LMPFA (since 2006); President and Chief Executive Officer of LMAS and LMFAM (since 2015); formerly, Managing Director of Legg Mason & Co. (2005 to 2020); Senior Vice President of LMFAM (2013 to 2015) |
| † | Directors who are not “interested persons” of the Fund within the meaning of Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”). |
| * | Effective February 10, 2022, Mr. Mandia became a Senior Vice President. |
| 1 | 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. |
| | |
| Western Asset Middle Market Income Fund Inc. | | 43 |
Annual chief executive officer and principal financial officer certifications (unaudited)
The Fund’s Chief Executive Officer (“CEO”) has submitted to the NYSE the required annual certification and the Fund also has included the Certifications of the Fund’s CEO and Principal Financial Officer required by Section 302 of the Sarbanes-Oxley Act in the Fund’s Form N-CSR filed with the SEC for the period of this report.
| | |
44 | | Western Asset Middle Market Income Fund Inc. |
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, 47th Floor
New York, New York 10018
Complaints may also be submitted by telephone at 1-800-742-5274. Complaints submitted through this number will be received by the CCO.
| | |
| Western Asset Middle Market Income Fund Inc. | | 45 |
Summary of information regarding the Fund (unaudited)
Investment Objectives
The Fund’s primary investment objective is to provide high income. As a secondary investment objective, the Fund seeks capital appreciation.
Principal Investment Policies and Strategies
Under normal market conditions, at least 80% of the Fund’s Managed Assets (as defined below) will consist of securities, including loans, issued by middle market companies. “Managed Assets” means the net assets of the Fund plus the principal amount of any borrowings, including loans from certain financial institutions, the use of reverse repurchase agreements and/or the issuance of debt securities (collectively, “Borrowings”) and any Preferred Stock (as defined below) that may be outstanding. “Preferred Stock” means an equity interest in a company that generally entitles the holder to receive, in preference to the holders of common stock, dividends and a fixed share of the proceeds resulting from liquidation of the company. For investment purposes, “middle market” refers to companies with annual revenues of between $100 million and $1 billion at the time of investment by the Fund (changes in a company’s revenues after time of purchase by the Fund will not disqualify such company from being considered middle market). As markets evolve, and given the rate of inflation over time, the Fund, with the consent of its Board of Directors, may revise the range of annual revenues that constitutes a “middle market” company. The Fund may invest in “structured” notes and other related instruments to fulfill its investment strategy to invest at least 80% of the Fund’s Managed Assets in securities, including loans, issued by middle market companies.
Securities of middle market issuers are typically considered high yield. “High yield” refers to below investment grade quality (also commonly referred to as “junk bonds”). Below investment grade fixed income securities are rated below “BBB-” by Standard & Poor’s Ratings Services (“S&P”) or Fitch Ratings, Inc. (“Fitch”), below “Baa3” by Moody’s Investor Service (“Moody’s”) or comparably rated by another nationally recognized statistical rating organization (“NRSRO”) or, if unrated, determined by Western Asset to be of comparable quality. In the event that a security receives different ratings from different NRSROs, the Fund will treat the security as being rated in the lowest rating category received from an NRSRO. High-yield fixed income securities of below investment grade quality are regarded as having predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. There is no percentage limitation on the Fund’s ability to invest in below investment grade securities.
The Fund may also invest up to 20% of its Managed Assets in non-middle market securities including, without limitation, (i) U.S. and foreign government debt securities, U.S. and foreign corporate debt securities rated investment grade or below investment grade and U.S. and foreign subordinated or unsubordinated debt securities and (ii) securities of issuers that are incidental to the Fund’s purchase of fixed income securities, such as warrants.
| | |
46 | | Western Asset Middle Market Income Fund Inc. |
The Fund also invests in non-middle market securities such as corporate debt securities rated investment grade or below investment grade of U.S. and foreign (including emerging markets) issuers and U.S. government debt securities. “Fixed income securities” also include bonds, debentures, notes, Senior Loans, Other Loans, loan assignments, loan participations, commercial paper and other similar types of debt instruments, preferred stock, convertible securities, payment-in-kind securities, zero-coupon bonds, mortgage-backed securities, asset-backed securities, bank certificates of deposit, fixed time deposits and bankers’ acceptances. Corporate securities are those securities that are issued or originated by U.S. or foreign public or private corporations and other business entities, and do not include securities issued by governments, agencies or supranational entities. Certain fixed income instruments, such as convertible securities, may also include the right to participate in equity appreciation, and Western Asset will generally evaluate those instruments based primarily on their debt characteristics.
The Fund may invest up to 20% of its Managed Assets in government debt securities, including those of emerging market issuers or of other non-U.S. issuers. These securities may be U.S. dollar-denominated or non-U.S. dollar denominated. Government debt securities include: debt securities issued or guaranteed by governments, governmental agencies or instrumentalities and political subdivisions; debt securities issued by government owned, controlled or sponsored entities; interests in entities organized and operated for the purpose of restructuring the investment characteristics of instruments issued by the above-noted issuers; or debt securities issued by supranational entities such as the World Bank or the European Union. The Fund considers a country to be an emerging market country if, at the time of investment, it is (i) represented in the J.P. Morgan Emerging Market Bond Index Global or the J.P. Morgan Corporate Emerging Market Bond Index Broad or (ii) categorized by the World Bank in its annual categorization as middle- or low-income. There is no minimum rating criteria for the Fund’s investments in such securities.
No more than 10% of the Fund’s Managed Assets may be invested in any one issuer, except securities issued by the U.S. government and its agencies. The Fund may sell certain fixed income and equity securities short including, but not limited to, U.S. Treasuries, for hedging purposes. The Fund may invest all or a portion of its Managed Assets in illiquid securities.
The Fund may buy or sell derivative instruments primarily for hedging and risk management purposes, although the Fund may also use derivative instruments for investment purposes. Investment in derivative instruments is not a principal investment strategy of the Fund. Derivative instruments include options contracts, futures contracts, options on futures contracts, indexed securities, currency forwards, credit default swaps and other swap agreements. The Fund may gain exposure to or hedge its exposure to middle market and high-yield securities primarily through the use of credit default swaps but may also use other derivative instruments, provided that the Fund’s exposure to credit derivative
| | |
| Western Asset Middle Market Income Fund Inc. | | 47 |
Summary of information regarding the Fund (unaudited) (cont’d)
instruments, as measured by the total notional amount of all such instruments, will not exceed 20% of its Managed Assets. With respect to this limitation, the Fund may net derivatives with opposite exposure to the same underlying instrument. Notwithstanding the foregoing limitation, the Fund may invest in derivative instruments related to currencies and interest rates; provided that such currency and interest rate derivatives are used for hedging or duration management purposes only. To the extent that the security or index underlying the derivative is or is composed of middle market corporate fixed-income securities, the Fund will include such derivative for the purposes of the Fund’s policy to invest at least 80% of its Managed Assets in securities, including loans, issued by middle market companies.
The Fund may buy or sell credit default swaps (referencing either a single issuer, a basket of issuers, or an index (“CDX”)). The Fund may or sell buy credit default swaps with a net notional amount of up to 20% of the Fund’s Managed Assets.
The Fund may purchase securities on a when-issued or delayed delivery basis.
The Fund may invest in securities of other closed-end or open-end investment companies for hedging and/or investment purposes to the extent permitted by the 1940 Act. The Fund will not consider an investment in securities of other closed-end or open-end investment companies toward meeting its policy of investing at least 80% of its Managed Assets in securities, including loans, issued by middle market companies, unless such closed-end or open-end investment company has a policy of investing at least 80% of its Managed Assets in securities, including loans, issued by middle market companies.
The Fund may lend its portfolio securities so long as the terms and the structure of such loans are not inconsistent with the requirements of the 1940 Act.
The Fund may enter into repurchase agreements as temporary investments.
Principal Risk Factors
The Fund is a non-diversified, non-traded limited term closed-end investment management company designed primarily as a long-term investment and not as a trading vehicle. The Fund is not intended to be a complete investment program and, due to the uncertainty inherent in all investments, there can be no assurance that the Fund will achieve its investment objectives. Your shares of Common Stock at any point in time may be worth less than you invested, even after taking into account the reinvestment of Fund dividends and distributions.
Illiquidity of Shares Risk. The Fund is designed primarily for long-term investors who are prepared to hold the shares of Common Stock until the end of the Fund’s term and an investment in the Fund’s Common Stock should be considered to be illiquid. The Fund’s Common Stock will not be listed for trading on a securities exchange. In recognition that a secondary market for the Fund’s Common Stock is unlikely to exist, the Fund may, but is not
| | |
48 | | Western Asset Middle Market Income Fund Inc. |
obligated, conduct quarterly tender offers for up to 2.5% of its Common Stock then outstanding in the sole discretion of its Board of Directors. In a tender offer, the Fund repurchases outstanding Common Stock at the Fund’s net asset value or a percentage of the Fund’s net asset value on the last day of the offer. In any given year, LMPFA and Western Asset may or may not recommend to the Board of Directors that the Fund conduct a tender offer. For example, if adverse market conditions cause the Fund’s investments to become illiquid or trade at depressed prices or if LMPFA and Western Asset believe that conducting a tender offer for 2.5% or less of the Fund’s Common Stock then outstanding would impose an undue burden on stockholders who do not tender compared to the benefits of giving stockholders the opportunity to sell all or a portion of their Common Stock at net asset value, the Fund may choose not to conduct a tender offer or may choose to conduct a tender offer for less than 2.5% of its Common Stock then outstanding. Accordingly, there may be years in which no tender offer is made, and it is possible that no tender offers will be conducted during the term of the Fund at all. If a tender offer is not made, stockholders may not be able to sell their Common Stock as it is unlikely that a secondary market for the Common Stock will develop or, if a secondary market does develop, stockholders may be able to sell their Common Stock only at substantial discounts from net asset value. If the Fund does conduct tender offers, it may be required to sell its more liquid, higher quality portfolio securities to purchase shares of Common Stock that are tendered, which may increase risks for remaining stockholders and increase fund expenses as a percent of net assets. In addition, while the Fund is permitted to borrow money to finance the repurchase of Common Stock pursuant to tender offers, there can be no assurance that the Fund will be able to obtain such financing if it attempts to do so. Moreover, if the Fund’s portfolio does not provide adequate liquidity to fund tender offers, the Fund may extend the last day of any tender offer or choose to pay tendering stockholders with a promissory note, which will cause the stockholder to be paid at a later date than if the tender offer were not extended or if the promissory note were not issued.
Investment and Market Risk. An investment in the Fund is subject to investment risk, including the possible loss of the entire principal amount that you invest. Your investment in the Fund represents an indirect investment in the securities owned by the Fund. The value of these securities may increase or decrease, at times rapidly and unexpectedly. Your investment in the Fund may at any point in the future be worth less than your original investment even after taking into account the reinvestment of dividends and distributions.
Limited Term Risk. It is anticipated that the Fund will terminate on December 30, 2022. If the Fund’s board of directors determines that under then current market conditions it is in the best interests of the Fund to do so, the Fund may extend the termination date for one year, to December 29, 2023, without a shareholder vote. The Fund’s termination date can be further extended beyond December 29, 2023 by an amendment to the Charter approved by 75% of the directors and 75% of the outstanding voting securities of the Fund. Beginning
| | |
| Western Asset Middle Market Income Fund Inc. | | 49 |
Summary of information regarding the Fund (unaudited) (cont’d)
one year before the termination date, LMPFA and Western Asset may begin liquidating all or a portion of the Fund’s portfolio through opportunistic sales. During the wind-down period the Fund may deviate from its investment strategy of investing at least 80% of its Managed Assets in securities, including loans, issued by middle market companies. As the assets of the Fund will be liquidated in connection with its termination, the Fund may be required to sell portfolio securities when it otherwise would not, including at times when market conditions are not favorable, which may cause the Fund to lose money.
As the Fund approaches its termination date, the portfolio composition of the Fund may change as more of the Fund’s original fixed income securities mature or are called or sold, which may cause the Fund’s returns to decrease and the net asset value of the Common Stock to fall. The Fund may also shift its portfolio composition to securities LMPFA and Western Asset believe will provide adequate liquidity upon termination of the Fund, which may also cause the Fund’s returns to decrease and the net asset value of the Common Stock to fall. Such investments may include corporate debt securities rated investment grade or below investment grade of issuers other than middle market companies.
Rather than reinvesting the proceeds of its matured, called or sold fixed income securities, the Fund may distribute the proceeds in one or more liquidating distributions prior to the final liquidation, which may cause the Fund’s fixed expenses to increase when expressed as a percentage of assets under management, or the Fund may invest the proceeds in lower yielding securities or hold the proceeds in cash, which may adversely affect the performance of the Fund. The board of directors may choose to terminate the Fund prior to the required termination date, which would cause the Fund to miss any market appreciation that occurs after the Fund is terminated. Conversely, the board of directors may decide against early termination, after which decision, market conditions may deteriorate and the Fund may experience losses. Upon its termination, it is anticipated that the Fund will have distributed substantially all of its net assets to stockholders, although securities for which no market exists or securities trading at depressed prices, if any, may be placed in a liquidating trust. Securities placed in a liquidating trust may be held for an indefinite period of time until they can be sold or pay out all of their cash flows. The Fund cannot predict the amount of securities that will be required to be placed in a liquidating trust.
Middle Market Companies Risk. Investing in middle market companies involves a number of significant risks, including but not limited to the following:
| • | | middle market companies may have limited financial resources and may be unable to meet their obligations under their debt securities that the Fund may hold, which may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of the Fund’s realizing any guarantees the Fund may have obtained in connection with an investment; |
| | |
50 | | Western Asset Middle Market Income Fund Inc. |
| • | | middle market companies typically have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors’ actions and changing market conditions, as well as general economic downturns; |
| • | | there is generally little public information about privately held middle market companies. Privately held middle market companies and their financial information generally are not subject to the reporting requirements of the Exchange Act, and other regulations that govern public companies, and we may be unable to uncover all material information about these companies, which may prevent LMPFA and Western Asset from making a fully informed investment decision and cause the Fund to lose money on its investments; |
| • | | middle market companies are more likely to depend on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on the issuer; |
| • | | middle market companies generally have less predictable operating results, may from time to time be parties to litigation, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position; |
| • | | changes in laws and regulations, as well as their interpretations, may adversely affect the business, financial structure or prospects of middle market companies; and |
| • | | middle market companies may have difficulty accessing the capital markets to meet future capital needs, which may limit their ability to grow or to repay their outstanding indebtedness upon maturity. |
Liquidity Risk. The Fund has no limit on its ability to purchase illiquid securities. Liquidity risk exists when particular investments are difficult to sell. Securities may become illiquid after purchase by the Fund, particularly during periods of market turmoil. When the Fund holds illiquid investments, the portfolio may be harder to value, especially in changing markets, and if the Fund is forced to sell these investments in order to segregate assets or for other cash needs, the Fund may suffer a loss.
Valuation Risk. Unlike publicly traded common stock which trades on national exchanges, there is no central place or exchange for loans or fixed-income securities to trade. Loans or fixed-income securities generally trade on an over-the-counter market, which may be anywhere in the world where the buyer and seller can settle on a price. Due to the lack of centralized information and trading, the valuation of loans or fixed-income securities may carry more uncertainties than that of common stock. Uncertainties in the conditions of the
| | |
| Western Asset Middle Market Income Fund Inc. | | 51 |
Summary of information regarding the Fund (unaudited) (cont’d)
financial market, unreliable reference data, lack of transparency and inconsistency of valuation models and processes may lead to inaccurate asset pricing. LMPFA believes a portion of the Fund’s investments (other than cash and cash equivalents) may be classified as Level 3 under ASC 820, Fair Value Measurements. This means that the Fund’s portfolio valuations of Level 3 assets will be based on unobservable inputs and LMPFA’s own assumptions about how market participants would price the asset. LMPFA expects that inputs into the determination of fair value of the Fund’s portfolio investments will require significant judgment or estimation by LMPFA.
Determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments LMPFA makes. Additionally, valuations of private securities are inherently uncertain.
As a result of the uncertainties associated with the valuation of loans and fixed-income securities, other market participants may value such securities differently than the Fund. The Fund’s net asset value could be adversely affected if its determinations regarding the fair value of the Fund’s investments were materially higher than the values that the Fund ultimately realizes upon the disposal of such securities.
Below Investment Grade (High-Yield or Junk Bond) Securities Risk. High yield debt securities are generally subject to greater credit risks than higher-grade debt securities, including the risk of default on the payment of interest or principal. High yield debt securities are considered speculative, typically have lower liquidity and are more difficult to value than higher grade bonds. High yield debt securities tend to be volatile and more susceptible to adverse events, credit downgrades and negative sentiments and may be difficult to sell at a desired price, or at all, during periods of uncertainty or market turmoil.
Fixed-Income Securities Risk. In addition to the risks described elsewhere in this section with respect to valuations and liquidity, fixed-income securities, including high-yield securities, are also subject to certain risks, including:
| • | | Issuer Risk. The value of fixed-income securities may decline for a number of reasons that directly relate to the issuer, such as management performance, financial leverage and reduced demand for the issuer’s goods and services. |
| • | | Nonpayment Risk. The issuer of a fixed-income security may not be able or willing to pay interest or to repay principal when due in accordance with the terms of the associated agreement. An issuer’s willingness and ability to pay interest or to repay principal due in a timely manner may be affected by, among other factors, its cash flow. |
| • | | Interest Rate Risk. The market price of the Fund’s investments will change in response to changes in interest rates and other factors. During periods of declining interest rates, the |
| | |
52 | | Western Asset Middle Market Income Fund Inc. |
market price of fixed-income securities generally rises. Conversely, during periods of rising interest rates, the market price of such securities generally declines. With current interest rates at or near historically low levels, the risk of rising interest rates is increased. The magnitude of these fluctuations in the market price of fixed-income securities is generally greater for securities with longer maturities. Although changes in prevailing interest rates can be expected to cause some fluctuations in the value of floating-rate securities held by the Fund (due to the fact that rates reset only periodically), the values of these securities tend to be less sensitive to changes in market interest rates than fixed-rate instruments. Fluctuations in the market price of the Fund’s securities will not affect interest income derived from securities already owned by the Fund, but will be reflected in the Fund’s net asset value. The Fund may utilize certain strategies, including investments in structured notes or interest rate swap or cap transactions, for the purpose of reducing the interest rate sensitivity of the portfolio and decreasing the Fund’s exposure to interest rate risk, although there is no assurance that it will do so or that such strategies will be successful.
| • | | Prepayment Risk. During periods of declining interest rates, the issuer of a security may exercise its option to prepay principal earlier than scheduled, forcing the Fund to reinvest the proceeds from such prepayment in lower yielding securities, which may result in a decline in the Fund’s income and distributions to stockholders. This is known as prepayment or “call” risk. Debt securities frequently have call features that allow the issuer to redeem the security at dates prior to its stated maturity at a specified price (typically greater than par) only if certain prescribed conditions are met (“call protection”). An issuer may choose to redeem a debt security if, for example, the issuer can refinance the debt at a lower cost due to declining interest rates or an improvement in the credit standing of the issuer. Senior Loans and Other Loans typically do not have call protection. For premium bonds (bonds acquired at prices that exceed their par or principal value) purchased by the Fund, prepayment risk may be enhanced. |
| • | | Reinvestment Risk. Reinvestment risk is the risk that income from the Fund’s portfolio will decline if and when the Fund invests the proceeds from matured, traded or called fixed-income securities at market interest rates that are below the portfolio’s current earnings rate. A decline in income could affect the Fund’s Common Stock price or its overall return. |
Senior Loans Risk. The Fund may invest in Senior Loans issued by banks, other financial institutions, and other investors to corporations, partnerships, limited liability companies and other entities to finance leveraged buyouts, recapitalizations, mergers, acquisitions, stock repurchases, debt refinancings and, to a lesser extent, for general operating and other purposes. An investment in Senior Loans involves risk that the borrowers under Senior Loans may default on their obligations to pay principal or interest when due. In the event a borrower fails to pay scheduled interest or principal payments on a Senior Loan held by the
| | |
| Western Asset Middle Market Income Fund Inc. | | 53 |
Summary of information regarding the Fund (unaudited) (cont’d)
Fund, the Fund will experience a reduction in its income and a decline in the market value of the Senior Loan, which will likely reduce dividends and lead to a decline in the net asset value of the Fund. If the Fund acquires a Senior Loan from another lender, for example, by acquiring a participation, the Fund may also be subject to credit risks with respect to that lender.
The Fund will generally invest in Senior Loans that are secured with specific collateral. However, there can be no assurance that liquidation of collateral would satisfy the borrower’s obligation in the event of non-payment or that such collateral could be readily liquidated. In the event of the bankruptcy of a borrower, the Fund could experience delays and limitations on its ability to realize the benefits of the collateral securing the Senior Loan. Senior Loans are typically structured as floating rate instruments in which the interest rate payable on the obligation fluctuates with interest rate changes. As a result, the yield on Senior Loans will generally decline in a falling interest rate environment causing the Fund to experience a reduction in the income it receives from a Senior Loan. Senior Loans are generally below investment grade quality and may be unrated at the time of investment; are generally not registered with the SEC or state securities commissions; and are generally not listed on any securities exchange. In addition, the amount of public information available on Senior Loans is generally less extensive than that available for other types of assets.
Other Loans Risk. The Fund may invest in secured loans that are not first lien or that are unsecured. Such loans generally are subject to similar risks as those associated with investments in Senior Loans except that such loans are lower in priority and/or not secured by collateral. In the event of default on such a loan, the first priority lien holder has first claim to the underlying collateral of the loan. These loans are subject to the additional risk that the cash flow of the borrower may be insufficient to meet scheduled payments after giving effect to the first priority secured obligations of the borrower. These loans generally have greater price volatility than Senior Loans do and may be less liquid.
Credit Risk and Counterparty Risk. If an issuer or guarantor of a security held by the Fund or a counterparty to a financial contract with the Fund defaults or its credit is downgraded, or is perceived to be less creditworthy, or if the value of the assets underlying a security declines, the value of your investment will typically decline. Changes in actual or perceived creditworthiness may occur quickly. The Fund could be delayed or hindered in its enforcement of rights against an issuer, guarantor or counterparty. Subordinated securities are more likely to suffer a credit loss than non-subordinated securities of the same issuer and will be disproportionately affected by a default, downgrade or perceived decline in creditworthiness.
Investment Opportunity Risk. A number of entities may compete with the Fund to make the types of investments that the Fund would make in middle market companies. The Fund
| | |
54 | | Western Asset Middle Market Income Fund Inc. |
competes with public and private funds, including other closed-end management investment companies, commercial and investment banks, commercial financing companies, CLO funds and, to the extent they provide an alternative form of financing, private equity funds. Additionally, alternative investment vehicles, such as hedge funds, also invest in middle market companies. As a result, some of the Fund’s competitors have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships than Western Asset. Furthermore, many of the Fund’s competitors are not subject to the regulatory restrictions that the 1940 Act imposes on the Fund as a closed-end management investment company. As a result of this competition, the Fund may not be able to take advantage of attractive investment opportunities from time to time, and Western Asset can offer no assurance that Western Asset will be able to identify and make investments that are consistent with the Fund’s investment objectives.
Foreign Securities and Emerging Markets Risk. A fund that invests in foreign (non-U.S.) securities may experience more rapid and extreme changes in value than a fund that invests exclusively in securities of U.S. companies. The securities markets of many foreign countries are relatively small, with a limited number of companies representing a small number of industries. Investments in foreign securities (including those denominated in U.S. dollars) are subject to economic and political developments in the countries and regions where the issuers operate or are domiciled, or where the securities are traded, such as changes in economic or monetary policies. Values may also be affected by restrictions on receiving the investment proceeds from a foreign country. Less information may be publicly available about foreign companies than about U.S. companies. Foreign companies are generally not subject to the same accounting, auditing and financial reporting standards as are U.S. companies. In addition, the Fund’s investments in foreign securities may be subject to the risk of nationalization or expropriation of assets, imposition of currency exchange controls or restrictions on the repatriation of foreign currency, confiscatory taxation, political or financial instability and adverse diplomatic developments. In addition, there may be difficulty in obtaining or enforcing a court judgment abroad. Dividends or interest on, or proceeds from the sale of, foreign securities may be subject to non-U.S. withholding taxes, and special U.S. tax considerations may apply.
The risks of foreign investment are greater for investments in emerging markets. Emerging market countries typically have economic and political systems that are less fully developed, and that can be expected to be less stable, than those of more advanced countries. Low trading volumes may result in a lack of liquidity and in price volatility. Emerging market countries may have policies that restrict investment by foreigners, that require governmental approval prior to investments by foreign persons, or that prevent foreign investors from withdrawing their money at will. An investment in emerging market securities should be considered speculative.
| | |
| Western Asset Middle Market Income Fund Inc. | | 55 |
Summary of information regarding the Fund (unaudited) (cont’d)
Currency Risk. The value of investments in securities denominated in foreign currencies increases or decreases as the rates of exchange between those currencies and the U.S. dollar change. Currency conversion costs and currency fluctuations could erase investment gains or add to investment losses. Currency exchange rates can be volatile, and are affected by factors such as general economic conditions, the actions of the U.S. and foreign governments or central banks, the imposition of currency controls and speculation. The Fund may be unable or may choose not to hedge its foreign currency exposure.
Repurchase Agreements Risk. Subject to its investment objectives and policies, the Fund may invest in repurchase agreements for investment purposes. Repurchase agreements typically involve the acquisition by the Fund of debt securities from a selling financial institution such as a bank, savings and loan association or broker-dealer. The agreement provides that the Fund will sell the securities back to the institution at a fixed time in the future. The Fund does not bear the risk of a decline in the value of the underlying security unless the seller defaults under its repurchase obligation. In the event of the bankruptcy or other default of a seller of a repurchase agreement, the Fund could experience both delays in liquidating the underlying securities and losses, including possible decline in the value of the underlying security during the period in which the Fund seeks to enforce its rights thereto; possible lack of access to income on the underlying security during this period; and expenses of enforcing its rights. In addition, the value of the collateral underlying the repurchase agreement will be at least equal to the repurchase price, including any accrued interest earned on the repurchase agreement. In the event of a default or bankruptcy by a selling financial institution, the Fund generally will seek to liquidate such collateral. However, the exercise of the Fund’s right to liquidate such collateral could involve certain costs or delays and, to the extent that proceeds from any sale upon a default of the obligation to repurchase were less than the repurchase price, the Fund could suffer a loss.
Derivatives Risk. 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. Derivative instruments include, but are not limited to, options contracts, derivative instruments related to currencies, futures contracts, forward contracts, options on futures contracts, indexed securities, credit default swaps, interest rate swaps and other swap agreements. Using derivatives can increase Fund losses and reduce opportunities for gains when market prices, interest rates, currencies, or the derivatives themselves behave in a way not anticipated by the Fund. Using derivatives also can have a leveraging effect and increase Fund volatility. Certain derivatives have the potential for unlimited loss, regardless of the size of the initial investment. Derivatives may not be available at the time or price desired, may be difficult to sell, unwind or value, and the counterparty may default on its obligations to the Fund. Derivatives are generally subject to the risks applicable to the assets, rates, indices or other indicators underlying the derivative. The value of a derivative may fluctuate more than the underlying assets, rates,
| | |
56 | | Western Asset Middle Market Income Fund Inc. |
indices or other indicators to which it relates. Use of derivatives may have different tax consequences for the Fund than an investment in the underlying security, and those differences may affect the amount, timing and character of income distributed to shareholders. The U.S. government and foreign governments are in the process of adopting and implementing regulations governing derivatives markets, including mandatory clearing of certain derivatives, margin and reporting requirements. The ultimate impact of the regulations remains unclear. Additional regulation of derivatives may make derivatives more costly, limit their availability or utility, otherwise adversely affect their performance or disrupt markets.
The Securities and Exchange Commission adopted a new rule on October 28, 2020 that mandates that a fund’s derivatives risk management program provide for specific items as required by the rule, including compliance with a VaR test. Compliance with these new requirements will be required after a transition period that ends on August 19, 2022. Following the compliance date, these requirements may limit the ability of the Fund to use derivatives and reverse repurchase agreements and similar financing transactions as part of its investment strategies. These requirements may increase the cost of the Fund’s investments in derivatives, which could adversely affect shareholders.
Credit default swap contracts involve heightened risks and may result in losses to the Fund. Credit default swaps may be illiquid and difficult to value. When the Fund sells credit protection via a credit default swap, credit risk increases since the Fund has exposure to both the issuer whose credit is the subject of the swap and the counterparty to the swap.
Legislation and Regulatory Risk. Legislation or additional regulations may be enacted that could negatively affect the assets of the Fund or the issuers of such assets. Changing approaches to regulation may have a negative impact on the entities and/or securities in which the Fund invests. Legislation or regulation may also change the way in which the Fund itself is regulated. There can be no assurance that future legislation, regulation or deregulation will not have a material adverse effect on the Fund or will not impair the ability of the Fund to achieve its investment objectives.
For instance, the Dodd-Frank Act could have an adverse effect on the Fund’s ability to use derivative instruments. The Dodd-Frank Act is designed to impose stringent regulation on the over-the-counter derivatives market in an attempt to increase transparency and accountability and provides for, among other things, new clearing, execution, margin, reporting, recordkeeping, business conduct, disclosure, position limit, minimum net capital and registration requirements for certain derivative instruments. Although the CFTC has released final rules relating to clearing, execution, reporting, risk management, compliance, position limit, anti-fraud, consumer protection, portfolio reconciliation, documentation, recordkeeping, business conduct and registration requirements under the Dodd-Frank Act, many of the provisions are subject to further final rulemaking, and thus the Dodd-Frank Act’s
| | |
| Western Asset Middle Market Income Fund Inc. | | 57 |
Summary of information regarding the Fund (unaudited) (cont’d)
ultimate impact remains unclear. New regulations could, among other things, restrict the Fund’s ability to engage in derivatives transactions (e.g., by making certain types of derivatives transactions no longer available to the Fund), increase the costs of using these instruments (e.g., by increasing margin, capital or reporting requirements) and/or make them less effective and, as a result, the Fund may be unable to execute its investment strategy. Limitations or restrictions applicable to the counterparties with which the Fund engages in derivative transactions could also prevent the Fund from using these instruments, affect the pricing or other factors relating to these instruments or may change availability of certain investments. It is unclear how the regulatory changes will affect counterparty risk.
OTC derivatives dealers have also become subject to new business conduct standards, disclosure requirements, reporting and recordkeeping requirements, transparency requirements, position limits, limitations on conflicts of interest and other regulatory burdens. These new margin and regulatory requirements will increase the overall costs for OTC derivatives dealers and may also render certain strategies in which the Fund might otherwise engage impossible or so costly that they will no longer be economical to implement. Dealers can be expected to try to pass those increased costs along, at least partially, to market participants such as the Fund in the form of higher fees or less advantageous dealer markups. The overall impact of the Dodd-Frank Act on the Fund is highly uncertain and it is unclear how the OTC derivatives markets will adapt to this new regulatory regime.
In addition, LMPFA has claimed an exclusion from the definition of the term “commodity pool operator” with respect to the Fund under Rule 4.5 promulgated by the CFTC and, therefore, is not subject to registration or regulation as a “commodity pool operator” with respect to the Fund. As a result, the Fund is limited in its ability to use commodity futures (which include futures on broad-based securities indexes and interest rate futures) (collectively, “commodity interests”) or options on commodity futures, engage in certain swaps transactions or make certain other investments (whether directly or indirectly through investments in other investment vehicles) for purposes other than “bona fide hedging,” as defined in the rules of the CFTC. With respect to transactions other than for bona fide hedging purposes, either: (1) the aggregate initial margin and premiums required to establish the Fund’s positions in such investments may not exceed 5% of the liquidation value of the Fund’s portfolio (after accounting for unrealized profits and unrealized losses on any such investments); or (2) the aggregate net notional value of such instruments, determined at the time the most recent position was established, may not exceed 100% of the liquidation value of the Fund’s portfolio (after accounting for unrealized profits and unrealized losses on any such positions). In addition to meeting one of the foregoing trading limitations, the Fund may not be marketed as a commodity pool or otherwise as a vehicle for trading in the futures, options or swaps markets. If LMPFA no longer claims the
| | |
58 | | Western Asset Middle Market Income Fund Inc. |
exclusion with respect to the Fund, it would likely become subject to registration and regulation as a commodity pool operator. The Fund may incur additional expenses as a result of the CFTC’s registration and regulatory requirements.
Potential Conflicts of Interest Risk. LMPFA, Western Asset and their affiliates are involved worldwide with a broad spectrum of financial services and asset management activities and may engage in the ordinary course of business in activities in which their interests or the interests of their clients may conflict with those of the Fund. LMPFA, Western Asset and their affiliates may provide investment management services to other funds and discretionary managed accounts that follow an investment program similar to that of the Fund. Subject to the requirements of the 1940 Act, LMPFA, Western Asset and their affiliates intend to engage in such activities and may receive compensation from third parties for their services. Neither LMPFA, Western Asset nor their affiliates are under any obligation to share any investment opportunity, idea or strategy with the Fund. As a result, LMPFA, Western Asset and their affiliates may compete with the Fund for appropriate investment opportunities. The results of the Fund’s investment activities, therefore, may differ from those of other accounts managed by LMPFA, Western Asset or their affiliates, and it is possible that the Fund could sustain losses during periods in which one or more of the proprietary or other accounts managed by LMPFA or its affiliates achieve profits. LMPFA and Western Asset have informed the Fund’s Board of Directors that the investment professionals associated with LMPFA and Western Asset are actively involved in other investment activities not concerning the Fund and will not be able to devote all of their time to the Fund’s business and affairs. LMPFA, Western Asset and their affiliates have adopted policies and procedures designed to address potential conflicts of interest and to allocate investments among the accounts managed by LMPFA, Western Asset and their affiliates in a fair and equitable manner.
Leverage Risk. The Fund generally utilizes leverage, and is authorized to use leverage in amounts of up to approximately 33 1/3% of its total assets immediately after such borrowing and/or issuance. The value of your investment may be more volatile if the fund borrows or uses instruments, such as derivatives, that have a leveraging effect on the fund’s portfolio. Other risks described in the Prospectus also will be compounded because leverage generally magnifies the effect of a change in the value of an asset and creates a risk of loss of value on a larger pool of assets than the fund would otherwise have had. The fund may also have to sell assets at inopportune times to satisfy its obligations created by the use of leverage or derivatives. The use of leverage is considered to be a speculative investment practice and may result in the loss of a substantial amount, and possibly all, of the fund’s assets. In addition, the fund’s portfolio will be leveraged if it exercises its right to delay payment on a redemption, and losses will result if the value of the fund’s assets declines between the time a redemption request is deemed to be received by the fund and the time the fund liquidates assets to meet redemption requests.
| | |
| Western Asset Middle Market Income Fund Inc. | | 59 |
Summary of information regarding the Fund (unaudited) (cont’d)
Reverse Repurchase Agreements Risk. The Fund’s use of reverse repurchase agreements involves many of the same risks involved in the Fund’s use of leverage, as the proceeds from reverse repurchase agreements generally will be invested in additional securities. There is a risk that the market value of the securities acquired in the reverse repurchase agreement may decline below the price of the securities that the Fund has sold but remains obligated to repurchase. In addition, there is a risk that the market value of the securities retained by the Fund may decline. If the buyer of securities under a reverse repurchase agreement were to file for bankruptcy or experiences insolvency, the Fund may be adversely affected. Also, in entering into reverse repurchase agreements, the Fund would bear the risk of loss to the extent that the proceeds of the reverse repurchase agreement are less than the value of the underlying securities. In addition, due to the interest costs associated with reverse repurchase agreements transactions, the Fund’s net asset value will decline, and, in some cases, the Fund may be worse off than if it had not used such instruments.
Management Risk. The Fund is subject to management risk because it is an actively managed investment portfolio. Western Asset and each individual portfolio manager may not be successful in selecting the best performing securities or investment techniques, and the Fund’s performance may lag behind that of similar funds. In addition, while Western Asset has experience analyzing investments in middle market companies, the Fund will be Western Asset’s second portfolio comprised substantially of middle market companies.
Non-Diversification Risk. The Fund is classified as “non-diversified” under the 1940 Act. As a result, it can invest a greater portion of its assets in obligations of a single issuer than a “diversified” fund. The Fund may therefore be more susceptible than a diversified fund to being adversely affected by any single corporate, economic, political or regulatory occurrence. The Fund intends to qualify for the special tax treatment available to “regulated investment companies” under Subchapter M of the Code, and thus intends to satisfy the diversification requirements of Subchapter M, including the less stringent diversification requirement that applies to the percent of its total assets that are represented by cash and cash items (including receivables), U.S. government securities, the securities of other regulated investment companies and certain other securities.
Anti-Takeover Provisions Risk. The Fund’s Charter and Bylaws include provisions that are designed to limit the ability of other entities or persons to acquire control of the Fund for short-term objectives, including by converting the Fund to open-end status or changing the composition of the Board, that may be detrimental to the Fund’s ability to achieve its primary investment objective. Such provisions may limit the ability of shareholders to sell their shares at a premium over prevailing market prices by discouraging a third party from seeking to obtain control of the Fund. There can be no assurance, however, that such provisions will be sufficient to deter activist investors that seek to cause the Fund to take actions that may not be aligned with the interests of long-term shareholders.
| | |
60 | | Western Asset Middle Market Income Fund Inc. |
Market Events Risk. The market values of securities or other assets will fluctuate, sometimes sharply and unpredictably, due to changes in general market conditions, overall economic trends or events, governmental actions or intervention, actions taken by the U.S. Federal Reserve or foreign central banks, market disruptions caused by trade disputes or other factors, political developments, investor sentiment, the global and domestic effects of a pandemic, and other factors that may or may not be related to the issuer of the security or other asset. Economies and financial markets throughout the world are increasingly interconnected. Economic, financial or political events, trading and tariff arrangements, public health events, terrorism, natural disasters and other circumstances in one country or region could have profound impacts on global economies or markets. As a result, whether or not the Fund invests in securities of issuers located in or with significant exposure to the countries directly affected, the value and liquidity of the Fund’s investments may be negatively affected.
The rapid and global spread of a highly contagious novel coronavirus respiratory disease, designated COVID-19, first detected in China in December 2019, has resulted in extreme volatility in the financial markets and severe losses; reduced liquidity of many instruments; restrictions on international and, in some cases, local travel, significant disruptions to business operations (including business closures); strained healthcare systems; disruptions to supply chains, consumer demand and employee availability; and widespread uncertainty regarding the duration and long-term effects of this pandemic. Some sectors of the economy and individual issuers have experienced particularly large losses. In addition, the COVID-19 pandemic may result in a sustained economic downturn or a global recession, domestic and foreign political and social instability, damage to diplomatic and international trade relations and increased volatility and/or decreased liquidity in the securities markets. The ultimate economic fallout from the pandemic, and the long-term impact on economies, markets, industries and individual issuers, are not known. Certain risks, such as interest rate risk, credit risk, liquidity risk and counterparty risk, may be heightened as a result of such market events. The U.S. government and the Federal Reserve, as well as certain foreign governments and central banks, are taking extraordinary actions to support local and global economies and the financial markets in response to the COVID-19 pandemic, including by pushing interest rates to very low levels. This and other government intervention into the economy and financial markets to address the COVID-19 pandemic may not work as intended, particularly if the efforts are perceived by investors as being unlikely to achieve the desired results. The COVID-19 pandemic could adversely affect the value and liquidity of the Fund’s investments and negatively impact the Fund’s performance. In addition, the outbreak of COVID-19, and measures taken to mitigate its effects, could result in disruptions to the services provided to the Fund by its service providers.
Credit Crisis Liquidity and Volatility Risk. The markets for credit instruments, including fixed income securities, have experienced periods of extreme illiquidity and volatility. General
| | |
| Western Asset Middle Market Income Fund Inc. | | 61 |
Summary of information regarding the Fund (unaudited) (cont’d)
market uncertainty and consequent repricing risk have led to market imbalances of sellers and buyers, which in turn have also resulted in significant valuation uncertainties in a variety of debt securities, including certain fixed income securities. These conditions resulted, and in many cases continue to result in greater volatility, less liquidity, widening credit spreads and a lack of price transparency, with many debt securities remaining illiquid and of uncertain value. During times of reduced market liquidity, the Fund may not be able to sell securities readily at prices reflecting the values at which the securities are carried on the Fund’s books. Sales of large blocks of securities by market participants, such as the Fund, that are seeking liquidity can further reduce security prices in an illiquid market. These market conditions may make valuation of some of the Fund’s securities uncertain and/or result in sudden and significant valuation increases or decreases in its holdings. Illiquidity and volatility in the credit markets may directly and adversely affect the setting of dividend rates on the Common Shares.
U.S. Government Debt Securities Risk. Although the U.S. government guarantees principal and interest payments on securities issued by the U.S. government and some of its agencies, such as securities issued by the Government National Mortgage Association, this guarantee does not apply to losses resulting from declines in the market value of these securities.
Non-U.S. Government Debt Securities Risk. The Fund intends to invest in non-U.S. government debt securities. The ability of a government issuer, especially in an emerging market country, to make timely and complete payments on its debt obligations will be strongly influenced by the government issuer’s balance of payments, including export performance, its access to international credits and investments, fluctuations of interest rates and the extent of its foreign reserves. A country whose exports are concentrated in a few commodities or whose economy depends on certain strategic imports could be vulnerable to fluctuations in international prices of these commodities or imports. To the extent that a country receives payment for its exports in currencies other than U.S. dollars, its ability to make debt payments denominated in U.S. dollars could be adversely affected. If a government issuer cannot generate sufficient earnings from foreign trade to service its external debt, it may need to depend on continuing loans and aid from foreign governments, commercial banks, and multinational organizations. There are no bankruptcy proceedings similar to those in the United States by which defaulted non-U.S. government debt may be collected. Additional factors that may influence a government issuer’s ability or willingness to service debt include, but are not limited to, a country’s cash flow situation, the availability of sufficient foreign exchange on the date a payment is due, the relative size of its debt service burden to the economy as a whole, and the issuer’s policy towards the International Monetary Fund, the International Bank for Reconstruction and Development and other international agencies to which a government debtor may be subject.
| | |
62 | | Western Asset Middle Market Income Fund Inc. |
Common Stock Risk. The Fund may invest in common stocks and may hold common stocks which result from a corporate restructuring or stock conversion. An adverse event, such as an unfavorable earnings report, may depress the value of a particular common stock held by the Fund. In addition, the prices of common stocks are sensitive to general movements in the stock market, and a drop in the stock market may depress the prices of common stocks to which the Fund has exposure. Common stock prices fluctuate for several reasons including changes in investors’ perceptions of the financial condition of an issuer or the general condition of the relevant stock market, or when political or economic events affecting an issuer occur. In addition, common stock prices may be particularly sensitive to rising interest rates, as the cost of capital rises and borrowing costs increase. The value of the common stocks in which the Fund may invest will be affected by changes in the stock markets generally, which may be the result of domestic or international political or economic news, changes in interest rates or changing investor sentiment. At times, stock markets can be volatile and stock prices can change substantially. The common stocks of smaller companies are more sensitive to these changes than those of larger companies. Common stock risk will affect the Fund’s net asset value per share, which will fluctuate as the value of the securities held by the Fund change.
Preferred Stock Risk. The Fund may invest in preferred stock. Preferred stocks are unique securities that combine some of the characteristics of both common stocks and bonds. Preferred stocks generally pay a fixed rate of return and are sold on the basis of current yield, like bonds. However, because they are equity securities, preferred stock provides equity ownership of a company, and the income is paid in the form of dividends. Preferred stocks typically have a yield advantage over common stocks as well as comparably-rated fixed income investments. Preferred stocks are typically subordinated to bonds and other debt instruments in a company’s capital structure, in terms of priority to corporate income, and therefore will be subject to greater credit risk than those debt instruments. Unlike interest payments on debt securities, preferred stock dividends are payable only if declared by the issuer’s board of directors. Preferred stocks also may be subject to optional or mandatory redemption provisions. Certain of the preferred stocks in which the Fund may invest may be convertible preferred stocks.
Convertible Securities Risk. The Fund may invest in convertible securities. A convertible security is a bond, debenture, note, preferred stock or other security that may be converted into or exchanged for a prescribed amount of common stock or other equity security of the same or a different issuer within a particular period of time at a specified price or formula. Before conversion, convertible securities have characteristics similar to nonconvertible income securities in that they ordinarily provide a stable stream of income with generally higher yields than those of common stocks of the same or similar issuers, but lower yields than comparable nonconvertible securities. Similar to traditional fixed-income securities, the market values of convertible securities tend to decline as interest rates increase and,
| | |
| Western Asset Middle Market Income Fund Inc. | | 63 |
Summary of information regarding the Fund (unaudited) (cont’d)
conversely, to increase as interest rates decline. However, when the market price of the common stock underlying a convertible security exceeds the conversion price, the convertible security tends to reflect the market price of the underlying common stock. As the market price of the underlying common stock declines, the convertible security tends to trade increasingly on a yield basis and thus may not decline in price to the same extent as the underlying common stock. The credit standing of the issuer and other factors also may have an effect on the convertible security’s investment value. Convertible securities rank senior to common stock in a corporation’s capital structure but are usually subordinated to comparable nonconvertible securities.
Convertible securities may be subject to redemption at the option of the issuer at a price established in the convertible security’s governing instrument. If a convertible security held by the Fund is called for redemption, the Fund will be required to permit the issuer to redeem this security, convert it into the underlying common stock or sell it to a third party. Any of these actions could have an adverse effect on the Fund’s ability to achieve its investment objectives.
Short Sales Risk. To the extent the Fund makes use of short sales for investment and/or risk management purposes, the Fund may be subject to risks associated with selling short. Short sales are transactions in which the Fund sells securities or other instruments that the Fund does not own in anticipation that the market price of that security will decline. Short sales expose the Fund to the risk that it will be required to cover its short position at a time when the securities have appreciated in value, thus resulting in a loss to the Fund. The Fund may engage in short sales where it does not own or have the right to acquire the security sold short at no additional cost. The Fund’s loss on a short sale theoretically could be unlimited in a case where the Fund is unable, for whatever reason, to close out its short position. In addition, the Fund’s short selling strategies may limit its ability to benefit from increases in the markets. If the Fund engages in short sales, it will segregate liquid assets, enter into offsetting transactions, own positions covering its obligations or otherwise cover such obligations; however, such segregation and cover requirements will not limit or offset losses on related positions. Short selling also involves a form of financial leverage that may exaggerate any losses realized by the Fund. Also, there is the risk that the counterparty to a short sale may fail to honor its contractual terms, causing a loss to the Fund. Finally, the SEC, FINRA, or other regulators may restrict the Fund’s ability to engage in short selling.
Risk of Short Economic Exposure Through Derivatives. The use by the Fund of derivatives such as options, forwards or futures contracts for investment and/or risk management purposes may subject the Fund to risks associated with short economic exposure through such derivatives. Taking a short economic position through derivatives exposes the Fund to the risk that it will be obligated to make payments to its counterparty if the underlying asset
| | |
64 | | Western Asset Middle Market Income Fund Inc. |
appreciates in value, thus resulting in a loss to the Fund. The Fund’s loss on a short position using derivatives theoretically could be unlimited.
Structured Notes and Related Instruments Risk. The Fund may invest in “structured” notes and other related instruments to fulfill its investment strategy to invest at least 80% of the Fund’s Managed Assets in securities, including loans, issued by middle market companies. Structured notes and other related instruments are privately negotiated debt obligations where the principal and/or interest is determined by reference to the performance of a benchmark asset, market or interest rate (an “embedded index”), such as selected securities, an index of securities or specified interest rates, or the differential performance of two assets or markets, such as indexes reflecting bonds. Structured instruments may be issued by corporations, including banks, as well as by governmental agencies. Structured instruments frequently are assembled in the form of medium-term notes, but a variety of forms are available and may be used in particular circumstances. The Fund’s investments in structured notes will consist primarily of corporate issuers and be subject to Western Asset’s fundamental credit research and risk control process. The terms of such structured instruments normally provide that their principal and/or interest payments are to be adjusted upwards or downwards (but ordinarily not below zero) to reflect changes in the embedded index while the structured instruments are outstanding. As a result, the interest and/or principal payments that may be made on a structured product may vary widely, depending on a variety of factors, including the volatility of the embedded index and the effect of changes in the embedded index on principal and/ or interest payments. The rate of return on structured notes may be determined by applying a multiplier to the performance or differential performance of the referenced index(es) or other asset(s). Application of a multiplier involves leverage that will serve to magnify the potential for gain and the risk of loss.
Certain structured products may be thinly traded or have a limited trading market. CLOs and credit-linked notes are typically privately offered and sold. As a result, investments in CLOs and credit-linked notes may be characterized by the Fund as Illiquid Securities. In addition to the general risks associated with debt securities discussed herein, CLOs carry additional risks, including, but not limited to, (i) the possibility that distributions from collateral securities will not be adequate to make interest or other payments; (ii) the quality of the collateral may decline in value or default; (iii) the possibility that the investments in CLOs are subordinate to other classes or tranches thereof; and (iv) the complex structure of the security may not be fully understood at the time of investment and may produce disputes with the issuer or unexpected investment results.
Inflation/Deflation Risk. Inflation risk is the risk that the value of certain assets or income from the Fund’s investments will be worth less in the future as inflation decreases the value of money. As inflation increases, the real value of the Common Stock and distributions on
| | |
| Western Asset Middle Market Income Fund Inc. | | 65 |
Summary of information regarding the Fund (unaudited) (cont’d)
the Common Stock can decline. In addition, during any periods of rising inflation, the dividend rates or borrowing costs associated with the Fund’s use of leverage would likely increase, which would tend to further reduce returns to stockholders. Deflation risk is the risk that prices throughout the economy decline over time—the opposite of inflation. Deflation may have an adverse affect on the creditworthiness of issuers and may make issuer defaults more likely, which may result in a decline in the value of the Fund’s portfolio.
When-Issued and Delayed-Delivery Transactions Risk. The Fund may purchase fixed-income securities on a when-issued basis, and may purchase or sell those securities for delayed delivery. When-issued and delayed-delivery transactions occur when securities are purchased or sold by the Fund with payment and delivery taking place in the future to secure an advantageous yield or price. Securities purchased on a when-issued or delayed-delivery basis may expose the Fund to counterparty risk of default as well as the risk that securities may experience fluctuations in value prior to their actual delivery. The Fund will not accrue income with respect to a when-issued or delayed-delivery security prior to its stated delivery date. Purchasing securities on a when-issued or delayed-delivery basis can involve the additional risk that the price or yield available in the market when the delivery takes place may not be as favorable as that obtained in the transaction itself.
Portfolio Turnover Risk. Changes to the investments of the Fund may be made regardless of the length of time particular investments have been held. A high portfolio turnover rate may result in increased transaction costs for the Fund in the form of increased dealer spreads and other transactional costs, which may have an adverse impact on the Fund’s performance. In addition, high portfolio turnover may result in the realization of net short-term capital gains by the Fund which, when distributed to stockholders, will be taxable as ordinary income. A high portfolio turnover may increase the Fund’s current and accumulated earnings and profits, resulting in a greater portion of the Fund’s distributions being treated as taxable to the Fund’s stockholders. The portfolio turnover rate of the Fund will vary from year to year, as well as within a given year.
Temporary Defensive Strategies Risk. When Western Asset anticipates unusual market or other conditions, the Fund may temporarily depart from its principal investment strategies as a defensive measure and invest all or a portion of its assets in cash or short-term fixed-income securities. To the extent that the Fund invests defensively, it may not achieve its primary investment objectives.
LIBOR Risk. The Fund’s investments, payment obligations, and financing terms may be based on floating rates, such as the London Interbank Offered Rate, or “LIBOR,” which is the offered rate for short-term Eurodollar deposits between major international banks. On March 5, 2021, the ICE Benchmark Administration, the administrator of LIBOR, stated that it will cease the publication of (i) the overnight and one-, three-, six- and twelve-month USD LIBOR settings immediately following the LIBOR publication on Friday, June 30, 2023 and (ii)
| | |
66 | | Western Asset Middle Market Income Fund Inc. |
all other LIBOR settings, including the one-week and two-month USD LIBOR settings, immediately following the LIBOR publication on Friday, December 31, 2021. There remains uncertainty regarding the nature of any replacement rate and the impact of the transition from LIBOR on the Fund’s transactions and the financial markets generally. As such, the potential effect of a transition away from LIBOR on the Fund or the Fund’s investments cannot yet be determined.
Operational Risk. The valuation of the Fund’s investments may be negatively impacted because of the operational risks arising from factors such as processing errors and human errors, inadequate or failed internal or external processes, failures in systems and technology, changes in personnel, and errors caused by third party service providers or trading counterparties. It is not possible to identify all of the operational risks that may affect the Fund or to develop processes and controls that completely eliminate or mitigate the occurrence of such failures. The Fund and its shareholders could be negatively impacted as a result.
Cybersecurity Risk. Cybersecurity incidents, both intentional and unintentional, may allow an unauthorized party to gain access to Fund assets, Fund or proprietary information, cause the Fund, Western Asset, the Sub-Advisers and/or their service providers to suffer data breaches, data corruption or loss of operational functionality or prevent fund investors from purchasing, redeeming or exchanging shares or receiving distributions. The Fund, Western Asset, and the Sub-Advisers have limited ability to prevent or mitigate cybersecurity incidents affecting third party service providers, and such third party service providers may have limited indemnification obligations to the Fund or the manager. Cybersecurity incidents may result in financial losses to the fund and its shareholders, and substantial costs may be incurred in an effort to prevent or mitigate future cybersecurity incidents. Issuers of securities in which the fund invests are also subject to cybersecurity risks, and the value of these securities could decline if the issuers experience cybersecurity incidents.
More Information
For a complete list of the Fund’s fundamental investment restrictions and more detailed descriptions of the Fund’s investment policies, strategies and risks, see the Fund’s registration statement on Form N-2 that was declared effective by the SEC on August 26, 2014. The Fund’s fundamental investment restrictions may not be changed without the approval of the holders of a majority of the outstanding voting securities, as defined in the 1940 Act.
| | |
| Western Asset Middle Market Income Fund Inc. | | 67 |
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 in additional shares of Common Stock at the net asset value determined on the reinvestment date. You may elect not to participate in the Fund’s Dividend Reinvestment Plan (the “Plan”) by contacting the Computershare Inc. (“the Plan Agent”). If you do not participate, you will receive all cash distributions paid by check mailed directly to you by Computershare Inc., as dividend paying agent.
Common Stock in your account will be held by the Plan Agent in non-certificated form. Any proxy you receive will include all shares of Common Stock you have received under the Plan.
You may withdraw from the Plan (i.e., opt-out) by notifying the Plan Agent in writing at 462 South 4th Street, Suite 1600, Louisville, KY 40202 or by calling the Plan Agent at 1-888-888-0151. Such withdrawal will be effective immediately if notice is received by the Plan Agent more than three business days prior to any dividend or distribution payment date for that dividend to be paid out in cash. If the notice is received less than three business days prior to any dividend or distribution payment date, then that dividend will be reinvested and all subsequent dividends or distributions will be paid out in cash. 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.
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 Agent’s service fee for handling distributions will be paid by the Fund. For participants holding shares directly with the Plan Agent, the Plan Agent will charge each participant a fee of $15.00 plus commissions upon any sale of shares accepted for tender by the Fund. Additional information about the Plan and your account may be obtained from the Plan Agent at Computershare Inc., 462 South 4th Street, Suite 1600, Louisville, KY 40202 or by telephone at 1-888-888-0151.
| | |
68 | | Western Asset Middle Market Income Fund Inc. |
Important tax information (unaudited)
By mid-February, tax information related to a shareholder’s proportionate share of distributions paid during the preceding calendar year will be received, if applicable. Please also refer to www.franklintempleton.com for per share tax information related to any distributions paid during the preceding calendar year. Shareholders are advised to consult with their tax advisors for further information on the treatment of these amounts on their tax returns.
The following tax information for the Fund is required to be furnished to shareholders with respect to income earned and distributions paid during its fiscal year.
The Fund hereby reports the following amounts, or if subsequently determined to be different, the maximum allowable amounts, for the fiscal year ended April 30, 2022:
| | | | | | | | |
| | | Pursuant to: | | | Amount Reported | |
| Income Eligible for Dividends Received Deduction (DRD) | | § | 854(b)(1)(A) | | | | $158,077 | |
| Qualified Dividend Income Earned (QDI) | | § | 854(b)(1)(B) | | | | $158,077 | |
| Qualified Net Interest Income (QII) | | § | 871(k)(1)(C) | | | | $3,240,592 | |
| Section 163(j) Interest Earned | | § | 163(j) | | | | $4,882,592 | |
| | |
| Western Asset Middle Market Income Fund Inc. | | 69 |
Western Asset
Middle Market Income 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
Christopher Berarducci
Treasurer and Principal Financial Officer
Fred Jensen
Chief Compliance Officer
George P. Hoyt
Secretary and Chief Legal Officer
Thomas C. Mandia*
Senior Vice President
Jeanne M. Kelly
Senior Vice President
| * | Effective February 10, 2022, Mr. Mandia became a Senior Vice President. |
Western Asset Middle Market Income Fund Inc.
620 Eighth Avenue
47th 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
900 G Street NW
Washington, DC 20001
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, Franklin Distributors, LLC, as well as Legg Mason-sponsored closed-end funds. The provisions of this Privacy Notice apply to your information both while you are a shareholder and after you are no longer invested with the Funds.
The Type of Nonpublic Personal Information the Funds Collect About You
The Funds collect and maintain nonpublic personal information about you in connection with your shareholder account. Such information may include, but is not limited to:
| • | | Personal information included on applications or other forms; |
| • | | Account balances, transactions, and mutual fund holdings and positions; |
| • | | Bank account information, legal documents, and identity verification documentation; |
| • | | Online account access user IDs, passwords, security challenge question responses; and |
| • | | Information received from consumer reporting agencies regarding credit history and creditworthiness (such as the amount of an individual’s total debt, payment history, etc.). |
How the Funds Use Nonpublic Personal Information About You
The Funds do not sell or share your nonpublic personal information with third parties or with affiliates for their marketing purposes, or with other financial institutions or affiliates for joint marketing purposes, unless you have authorized the Funds to do so. The Funds do not disclose any nonpublic personal information about you except as may be required to perform transactions or services you have authorized or as permitted or required by law.
The Funds may disclose information about you to:
| • | | Employees, agents, and affiliates on a “need to know” basis to enable the Funds to conduct ordinary business, or to comply with obligations to government regulators; |
| • | | Service providers, including the Funds’ affiliates, who assist the Funds as part of the ordinary course of business (such as printing, mailing services, or processing or servicing your account with us) or otherwise perform services on the Funds’ behalf, including companies that may perform statistical analysis, market research and marketing services solely for the Funds; |
| • | | Permit access to transfer, whether in the United States or countries outside of the United States to such Funds’ employees, agents and affiliates and service providers as required to enable the Funds to conduct ordinary business, or to comply with obligations to government regulators; |
| • | | The Funds’ representatives such as legal counsel, accountants and auditors to enable the Funds to conduct ordinary business, or to comply with obligations to government regulators; |
| • | | Fiduciaries or representatives acting on your behalf, such as an IRA custodian or trustee of a grantor trust. |
|
| NOT PART OF THE ANNUAL REPORT |
Legg Mason Funds Privacy and Security Notice (cont’d)
Except as otherwise permitted by applicable law, companies acting on the Funds’ behalf, including those outside the United States, are contractually obligated to keep nonpublic personal information the Funds provide to them confidential and to use the information the Funds share only to provide the services the Funds ask them to perform. The Funds may disclose nonpublic personal information about you when necessary to enforce their rights or protect against fraud, or as permitted or required by applicable law, such as in connection with a law enforcement or regulatory request, subpoena, or similar legal process. In the event of a corporate action or in the event a Fund service provider changes, the Funds may be required to disclose your nonpublic personal information to third parties. While it is the Funds’ practice to obtain protections for disclosed information in these types of transactions, the Funds cannot guarantee their privacy policy will remain unchanged.
Keeping You Informed of the Funds’ Privacy and Security Practices
The Funds will notify you annually of their privacy policy as required by federal law. While the Funds reserve the right to modify this policy at any time they will notify you promptly if this privacy policy changes.
The Funds’ Security Practices
The Funds maintain appropriate physical, electronic and procedural safeguards designed to guard your nonpublic personal information. The Funds’ internal data security policies restrict access to your nonpublic personal information to authorized employees, who may use your nonpublic personal information for Fund business purposes only.
Although the Funds strive to protect your nonpublic personal information, they cannot ensure or warrant the security of any information you provide or transmit to them, and you do so at your own risk. In the event of a breach of the confidentiality or security of your nonpublic personal information, the Funds will attempt to notify you as necessary, so you can take appropriate protective steps. If you have consented to the Funds using electronic communications or electronic delivery of statements, they may notify you under such circumstances using the most current email address you have on record with them.
In order for the Funds to provide effective service to you, keeping your account information accurate is very important. If you believe that your account information is incomplete, not accurate or not current, if you have questions about the Funds’ privacy practices, or our use of your nonpublic personal information, write the Funds using the contact information on your account statements, email the Funds by clicking on the Contact Us section of the Funds’ website at www.franklintempleton.com, or contact the Fund at 1-888-777-0102.
Revised April 2018
Legg Mason California Consumer Privacy Act Policy
Although much of the personal information we collect is “nonpublic personal information” subject to federal law, residents of California may, in certain circumstances, have additional rights under the California Consumer Privacy Act (“CCPA”). For example, if you are a broker,
|
| NOT PART OF THE ANNUAL REPORT |
Legg Mason Funds Privacy and Security Notice (cont’d)
dealer, agent, fiduciary, or representative acting by or on behalf of, or for, the account of any other person(s) or household, or a financial advisor, or if you have otherwise provided personal information to us separate from the relationship we have with personal investors, the provisions of this Privacy Policy apply to your personal information (as defined by the CCPA).
| • | | In addition to the provisions of the Legg Mason Funds Security and Privacy Notice, you may have the right to know the categories and specific pieces of personal information we have collected about you. |
| • | | You also have the right to request the deletion of the personal information collected or maintained by the Funds. |
If you wish to exercise any of the rights you have in respect of your personal information, you should advise the Funds by contacting them as set forth below. The rights noted above are subject to our other legal and regulatory obligations and any exemptions under the CCPA. You may designate an authorized agent to make a rights request on your behalf, subject to the identification process described below. We do not discriminate based on requests for information related to our use of your personal information, and you have the right not to receive discriminatory treatment related to the exercise of your privacy rights.
We may request information from you in order to verify your identity or authority in making such a request. If you have appointed an authorized agent to make a request on your behalf, or you are an authorized agent making such a request (such as a power of attorney or other written permission), this process may include providing a password/passcode, a copy of government issued identification, affidavit or other applicable documentation, i.e. written permission. We may require you to verify your identity directly even when using an authorized agent, unless a power of attorney has been provided. We reserve the right to deny a request submitted by an agent if suitable and appropriate proof is not provided.
For the 12-month period prior to the date of this Privacy Policy, the Legg Mason Funds have not sold any of your personal information; nor do we have any plans to do so in the future.
Contact Information
Address: Data Privacy Officer, 100 International Dr., Baltimore, MD 21202
Email: DataProtectionOfficer@franklintempleton.com
Phone: 1-800-396-4748
Revised October 2020
|
| NOT PART OF THE ANNUAL REPORT |
Western Asset Middle Market Income Fund Inc.
Western Asset Middle Market Income Fund Inc.
620 Eighth Avenue
47th 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 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 Form N-PORT. The Fund’s Forms N-PORT are available on the SEC’s website at www.sec.gov. To obtain information on Form N-PORT, shareholders can call the Fund at 1-888-777-0102.
Information on how the Fund voted proxies relating to portfolio securities during the prior 12-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 calling 1-888-777-0102, (2) at www.franklintempleton.com and (3) on the SEC’s website at www.sec.gov.
Quarterly performance, semi-annual and annual reports, current net asset value and other information regarding the Fund may be found on Franklin Templeton’s website, which can be accessed at www.franklintempleton.com. Any reference to Franklin Templeton’s website in this report is intended to allow investors public access to information regarding the Fund and does not, and is not intended to, incorporate Franklin Templeton’s website in this report.
This report is transmitted to the shareholders of Western Asset Middle Market Income 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
WASX166367 6/22 SR22-4434
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, William R. Hutchinson and Nisha Kumar are the member of the Board’s Audit Committee, possesses the technical attributes identified in Instruction 2(b) of Item 3 to Form N-CSR to qualify as an “audit committee financial expert” and that they are 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 April 30, 2021 and April 30, 2022 (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 $71,081 in April 30, 2021 and $71,081 in April 30, 2022.
(b) Audit-Related Fees. The aggregate fees billed in the Reporting Period for assurance and related services by the Auditor that are reasonably related to the performance of the Registrant’s financial statements were $0 in April 30, 2021 and $0 in April 30, 2022.
(c) Tax Fees. The aggregate fees billed in the Reporting Periods for professional services rendered by the Auditor for tax compliance, tax advice and tax planning (“Tax Services”) were $0 in April 30, 2021 and $9,750 in April 30, 2022. These services consisted of (i) review or preparation of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local tax planning, advice and assistance regarding statutory, regulatory or administrative developments, and (iii) tax advice regarding tax qualification matters and/or treatment of various financial instruments held or proposed to be acquired or held.
There were no fees billed for tax services by the Auditors to service affiliates during the Reporting Periods that required pre-approval by the Audit Committee.
(d) All Other Fees. The aggregate fees for other fees billed in the Reporting Periods for products and services provided by the Auditor, other than the services reported in paragraphs (a) through (c) of this Item for the Western Asset Middle Market Income Fund Inc. were $0 in April 30, 2021 and $0 in April 30, 2022.
All Other Fees. There were no other non-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 Middle Market Income Fund Inc. requiring pre-approval by the Audit Committee in the Reporting Period.
(e) Audit Committee’s pre—approval policies and procedures described in paragraph (c) (7) of Rule 2-01 of Regulation S-X.
(1) The Charter for the Audit Committee (the “Committee”) of the Board of each registered investment company (the “Fund”) advised by LMPFA or one of their affiliates (each, an “Adviser”) requires that the Committee shall approve (a) all audit and permissible non-audit services to be provided to the Fund and (b) all permissible non-audit services to be provided by the Fund’s independent auditors to the Adviser and any Covered Service Providers if the engagement relates directly to the operations and financial reporting of the Fund. The
Committee may implement policies and procedures by which such services are approved other than by the full Committee.
The Committee shall not approve non-audit services that the Committee believes may impair the independence of the auditors. As of the date of the approval of this Audit Committee Charter, permissible non-audit services include any professional services (including tax services), that are not prohibited services as described below, provided to the Fund by the independent auditors, other than those provided to the Fund in connection with an audit or a review of the financial statements of the Fund. Permissible non-audit services may not include: (i) bookkeeping or other services related to the accounting records or financial statements of the Fund; (ii) financial information systems design and implementation; (iii) appraisal or valuation services, fairness opinions or contribution-in-kind reports; (iv) actuarial services; (v) internal audit outsourcing services; (vi) management functions or human resources; (vii) broker or dealer, investment adviser or investment banking services; (viii) legal services and expert services unrelated to the audit; and (ix) any other service the Public Company Accounting Oversight Board determines, by regulation, is impermissible.
Pre-approval by the Committee of any permissible non-audit services is not required so long as: (i) the aggregate amount of all such permissible non-audit services provided to the Fund, the Adviser and any service providers controlling, controlled by or under common control with the Adviser that provide ongoing services to the Fund (“Covered Service Providers”) constitutes not more than 5% of the total amount of revenues paid to the independent auditors during the fiscal year in which the permissible non-audit services are provided to (a) the Fund, (b) the Adviser and (c) any entity controlling, controlled by or under common control with the Adviser that provides ongoing services to the Fund during the fiscal year in which the services are provided that would have to be approved by the Committee; (ii) the permissible non-audit services were not recognized by the Fund at the time of the engagement to be non-audit services; and (iii) such services are promptly brought to the attention of the Committee and approved by the Committee (or its delegate(s)) prior to the completion of the audit.
(2) For the Western Asset Middle Market Income Fund Inc., the percentage of fees that were approved by the audit committee, with respect to: Audit-Related Fees were 100% and 100% for April 30, 2021 and April 30, 2022; Tax Fees were 100% and 100% for April 30, 2021 and April 30, 2022; and Other Fees were 100% and 100% for April 30, 2021 and April 30, 2022.
(f) N/A
(g) Non-audit fees billed by the Auditor for services rendered to Western Asset Middle Market Income Fund Inc., LMPFA and any entity controlling, controlled by, or under common control with LMPFA that provides ongoing services to Western Asset Middle Market Income Fund Inc. during the reporting period were $773,110 in April 30, 2021 and $343,489 in April 30, 2022.
(h) Yes. Western Asset Middle Market Income Fund Inc.’s Audit Committee has considered whether the provision of non-audit services that were rendered to Service Affiliates, which were not pre-approved (not requiring pre-approval), is compatible with maintaining the Accountant’s independence. All services provided by the Auditor to the Western Asset Middle Market Income Fund Inc. or to Service Affiliates, which were required to be pre-approved, were pre-approved as required.
| ITEM 5. | AUDIT COMMITTEE OF LISTED REGISTRANTS. |
a) Registrant has a separately-designated standing Audit Committee established in accordance with Section 3(a)58(A) of the Exchange Act. The Audit Committee consists of the following Board members:
Robert D. Agdern
Carol L. Colman
Daniel P. Cronin
Paolo M. Cucchi
William R. Hutchinson
Eileen A. Kamerick
Nisha Kumar
b) Not applicable
| ITEM 6. | SCHEDULE OF INVESTMENTS. |
Included herein under Item 1.
| ITEM 7. | DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-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 Rule 206(4)-6 under the Investment Advisers Act of 1940 (“Advisers Act”). The authority to vote the proxies of our clients is established through investment management agreements or comparable documents. In addition to SEC requirements governing advisers, long-standing fiduciary standards and responsibilities have been established for ERISA accounts. Unless a manager of ERISA assets has been expressly precluded from voting proxies, the Department of Labor has determined that the responsibility for these votes lies with the investment manager.
POLICY
As a fixed income only manager, the occasion to vote proxies is very rare. However, the Firm has adopted and implemented policies and procedures that we believe are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with our fiduciary duties and 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 a case-by-case basis, taking into consideration the Firm’s contractual obligations to our clients and all other relevant facts and circumstances at the time of the vote (such that these guidelines may be overridden to the extent the Firm deems appropriate).
In exercising its voting authority, Western Asset will not consult or enter into agreements with officers, directors or employees of 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 account start-up for proxy voting instructions. If an agreement is silent on proxy voting, but contains an overall delegation of discretionary authority or if the account represents assets of an ERISA plan, Western Asset will assume responsibility for proxy voting. The Legal and Compliance Department maintains a matrix of proxy voting authority.
Proxy Gathering
Registered owners of record, client custodians, client banks and trustees (“Proxy Recipients”) that receive proxy materials on behalf of clients should forward them to Corporate Actions. Proxy Recipients for new clients (or, if Western Asset becomes aware that the applicable Proxy Recipient for an existing client has changed, the Proxy Recipient for the existing client) are notified at start-up of appropriate routing to Corporate Actions of proxy materials received and reminded of their responsibility to forward all proxy materials on a timely basis. If Western Asset personnel other than Corporate Actions receive proxy materials, they should promptly forward the materials to Corporate Actions.
Proxy Voting
Once proxy materials are received by Corporate Actions, they are forwarded to the 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 a case-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 to Section 204-2 of the Advisers Act and ERISA DOL Bulletin 94-2. 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 a case-by-case basis in contested elections of directors. |
| | 2. | Matters relating to Executive Compensation |
Western Asset generally favors compensation programs that relate executive compensation to a company’s long-term performance. Votes are cast on a case-by-case basis on board-approved proposals relating to executive compensation, except as follows:
| | a. | Except where the firm is otherwise withholding votes for the entire board of directors, Western Asset votes for stock option plans that will result in a minimal annual dilution. |
| | b. | Western Asset votes against stock option plans or proposals that permit replacing or repricing of underwater options. |
| | c. | Western Asset votes against stock option plans that permit issuance of options with an exercise price below the stock’s current market price. |
| | d. | Except where the firm is otherwise withholding votes for the entire board of directors, Western Asset votes for employee stock purchase plans that limit the discount for shares purchased under the plan to no more than 15% of their market value, have an offering period of 27 months or less and result in dilution of 10% or less. |
| | 3. | Matters relating to Capitalization |
The management of a company’s capital structure involves a number of important issues, including cash flows, financing needs and market conditions that are unique to the circumstances of each company. As a result, Western Asset votes on a case-by-case basis on board-approved proposals involving changes to a company’s capitalization except where Western Asset is otherwise withholding votes for the entire board of directors.
| | a. | Western Asset votes for proposals relating to the authorization of additional common stock. |
| | b. | Western Asset votes for proposals to effect stock splits (excluding reverse stock splits). |
| | c. | Western Asset votes for proposals authorizing share repurchase programs. |
| | 4. | Matters relating to Acquisitions, Mergers, Reorganizations and Other Transactions |
Western Asset votes these issues on a case-by-case basis on board-approved transactions.
| | 5. | Matters relating to Anti-Takeover Measures |
Western Asset votes against board-approved proposals to adopt anti-takeover measures except as follows:
| | a. | Western Asset votes on a case-by-case basis on proposals to ratify or approve shareholder rights plans. |
| | b. | Western Asset votes on a case-by-case basis on proposals to adopt fair price provisions. |
Western Asset votes for board-approved proposals approving such routine business matters such as changing the company’s name, ratifying the appointment of auditors and procedural matters relating to the shareholder meeting.
| | a. | Western Asset votes on a case-by-case basis on proposals to amend a company’s charter or bylaws. |
| | b. | Western Asset votes against authorization to transact other unidentified, substantive business at the meeting. |
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 a case-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 or closed-end investment companies to implement its investment strategies. Shareholder votes for investment companies that fall within the categories listed in Parts I and II above are voted in accordance with those guidelines.
| | 1. | Western Asset votes on a case-by-case basis on proposals relating to changes in the investment objectives of an investment company taking into account the original intent of the fund and the role the fund plays in the clients’ portfolios. |
| | 2. | Western Asset votes on a case-by-case basis all proposals that would result in increases in expenses (e.g., proposals to adopt 12b-1 plans, alter investment advisory arrangements or approve fund mergers) taking into account comparable expenses for similar funds and the services to be provided. |
| | IV. | Voting Shares of Foreign Issuers |
In the event Western Asset is required to vote on securities held in non-U.S. issuers – i.e. issuers that are incorporated under the laws of a foreign jurisdiction and that are not listed on a U.S. securities exchange or the NASDAQ stock market, the following guidelines are used, which are premised on the existence of a sound corporate governance and disclosure framework. These guidelines, however, may not be appropriate under some circumstances for foreign issuers and therefore apply only where applicable.
| | 1. | Western Asset votes for shareholder proposals calling for a majority of the directors to be independent of management. |
| | 2. | Western Asset votes for shareholder proposals seeking to increase the independence of board nominating, audit and compensation committees. |
| | 3. | Western Asset votes for shareholder proposals that implement corporate governance standards similar to those established under U.S. federal law and the listing requirements of U.S. stock exchanges, and that do not otherwise violate the laws of the jurisdiction under which the company is incorporated. |
| | 4. | Western Asset votes on a case-by-case basis on proposals relating to (1) the issuance of common stock in excess of 20% of a company’s outstanding common stock where shareholders do not have preemptive rights, or (2) the issuance of common stock in excess of 100% of a company’s outstanding common stock where shareholders have preemptive rights. |
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 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 a case-by-case basis, taking into consideration the Firm’s contractual obligations to our clients and all other relevant facts and circumstances at the time of the vote (such that these guidelines may be overridden to the extent the Firm deems appropriate).
In exercising its voting authority, Western Asset will not consult or enter into agreements with officers, directors or employees of 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 account start-up for proxy voting instructions. If an agreement is silent on proxy voting, but contains an overall delegation of discretionary authority or if the account represents assets of an ERISA plan, Western Asset will assume responsibility for proxy voting. The Legal and Compliance Department maintains a matrix of proxy voting authority.
PROXY GATHERING
Registered owners of record, client custodians, client banks and trustees (“Proxy Recipients”) that receive proxy materials on behalf of clients should forward them to Corporate Actions. Proxy Recipients for new clients (or, if Western Asset becomes aware that the applicable Proxy Recipient for an existing client has changed, the Proxy Recipient for the existing client) are notified at start-up of appropriate routing to Corporate Actions of proxy materials received and reminded of their responsibility to forward all proxy materials on a timely basis. If Western Asset personnel other than Corporate Actions receive proxy materials, they should promptly forward the materials to Corporate Actions.
PROXY VOTING
Once proxy materials are received by Corporate Actions, they are forwarded to the 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 a case-by-case basis taking into account the voting guidelines contained in these procedures. For avoidance of doubt, depending on the best interest of each individual client, Western Asset may vote the same proxy differently for different clients. The analyst’s or portfolio manager’s basis for their decision is documented and maintained by the 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 to Section 204-2 of the Advisers Act and ERISA DOL Bulletin 94-2. These records include:
| • | | A copy of Western Asset’s policies and procedures. |
| • | | Copies of proxy statements received regarding client securities. |
| • | | A copy of any document created by Western Asset that was material to making a decision how to vote proxies. |
| • | | Each written client request for proxy voting records and Western Asset’s written response to both verbal and written client requests. |
| | • | | Exchange ticker symbol of the issuer’s shares to be voted; |
| | • | | Committee on Uniform Securities Identification Procedures (“CUSIP”) number for the shares to be voted; |
| | • | | A brief identification of the matter voted on; |
| | • | | Whether the matter was proposed by the issuer or by a shareholder of the issuer; |
| | • | | Whether a vote was cast on the matter; |
| | • | | A record of how the vote was cast; and |
| | • | | Whether the vote was cast for or against the recommendation of the issuer’s management team. |
Records are maintained in an easily accessible place for five years, the first two in Western Asset’s offices.
DISCLOSURE
Western Asset’s proxy policies are described in the firm’s Part 2A of Form ADV. Clients will be provided a copy of these policies and procedures upon request. In addition, upon request, clients may receive reports on how their proxies have been voted.
CONFLICT OF INTEREST
All proxies are reviewed by the Legal and Compliance Department for material conflicts of interest. Issues to be reviewed include, but are not limited to:
| • | | Whether Western (or, to the extent required to be considered by applicable law, its affiliates) manages assets for the company or an employee group of the company or otherwise has an interest in the company; |
| • | | Whether Western or an officer or director of Western or the applicable portfolio manager or analyst responsible for recommending the proxy vote (together, “Voting Persons”) is a close relative of or has a personal or business relationship with an executive, director or person who is a candidate for director of the company or is a participant in a proxy contest; and |
| • | | Whether there is any other business or personal relationship where a Voting Person has a personal interest in the outcome of the matter before shareholders. |
VOTING GUIDELINES
Western Asset’s substantive voting decisions turn on the particular facts and circumstances of each proxy vote and are evaluated by the designated research analyst or portfolio manager. The examples outlined below are meant as guidelines to aid in the decision making process.
Guidelines are grouped according to the types of proposals generally presented to shareholders. Part I deals with proposals which have been approved and are recommended by a company’s board of directors; Part II deals with proposals submitted by shareholders for inclusion in proxy statements; Part III addresses issues relating to voting shares of investment companies; and Part IV addresses unique considerations pertaining to foreign issuers.
BOARD APPROVAL PROPOSALS
The vast majority of matters presented to shareholders for a vote involve proposals made by a company itself that have been approved and recommended by its board of directors. In view of the enhanced corporate governance practices currently being implemented in public companies, Western Asset generally votes in support of decisions reached by independent boards of directors. More specific guidelines related to certain board-approved proposals are as follows:
Matters relating to the Board of Directors – Western Asset votes proxies for the election of the company’s nominees for directors and for board-approved proposals on other matters relating to the board of directors with the following exceptions:
| • | | Votes are withheld for the entire board of directors if the board does not have a majority of independent directors or the board does not have nominating, audit and compensation committees composed solely of independent directors. |
| • | | Votes are withheld for any nominee for director who is considered an independent director by the company and who has received compensation from the company other than for service as a director. |
| • | | Votes are withheld for any nominee for director who attends less than 75% of board and committee meetings without valid reasons for absences. |
| • | | Votes are cast on a case-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 a case-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 a case-by-case basis on board- approved proposals involving changes to a company’s capitalization except where Western Asset is otherwise withholding votes for the entire board of directors.
| • | | 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 a case-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 a case-by-case basis on proposals to ratify or approve shareholder rights plans; |
| • | | Western Asset votes on a case-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 a case-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 a case-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 or closed-end investment companies to implement its investment strategies. Shareholder votes for investment companies that fall within the categories listed in Parts I and II above are voted in accordance with those guidelines.
| • | | Western Asset votes on a case-by-case basis on proposals relating to changes in the investment objectives of an investment company taking into account the original intent of the fund and the role the fund plays in the clients’ portfolios; |
| • | | Western Asset votes on a case-by-case basis all proposals that would result in increases in expenses (e.g., proposals to adopt 12b-1 plans, alter investment advisory arrangements or approve fund mergers) taking into account comparable expenses for similar funds and the services to be provided. |
VOTING SHARES OF FOREIGN ISSUERS
In the event Western Asset is required to vote on securities held in non-U.S. issuers – i.e. issuers that are incorporated under the laws of a foreign jurisdiction and that are not listed on a U.S. securities exchange or the NASDAQ stock market, the following guidelines are used, which are premised on the existence of a sound corporate governance and disclosure framework. These guidelines, however, may not be appropriate under some circumstances for foreign issuers and therefore apply only where applicable.
| • | | 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 a case-by-case basis on proposals relating to (1) the issuance of common stock in excess of 20% of a company’s outstanding common stock where shareholders do not have preemptive rights, |
| | or (2) the issuance of common stock in excess of 100% of a company’s outstanding common stock where shareholders have preemptive rights. |
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 a case-by-case basis, taking into consideration the Firm’s contractual obligations to our clients and all other relevant facts and circumstances at the time of the vote (such that these guidelines may be overridden to the extent the Firm deems appropriate).
In exercising its voting authority, 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 account start-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 at start-up of appropriate routing to Corporate Actions of proxy materials received and reminded of their responsibility to forward all proxy materials on a timely basis. If 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 a case-by-case basis taking into account the voting guidelines contained in these procedures. For avoidance of doubt, depending on the best interest of each individual client, 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 a case-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 a case-by-case basis on board-approved proposals relating to executive compensation, except as follows:
| | a. | Except where the firm is otherwise withholding votes for the entire board of directors, 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 a case-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 a case-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 a case-by-case basis on proposals to ratify or approve shareholder rights plans. |
| | b. | WAMJ votes on a case-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 a case-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. |
2b. 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. 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 a case-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 or closed-end investment companies to implement its investment strategies. Shareholder votes for investment companies that fall within the categories listed in Parts I and II above are voted in accordance with those guidelines.
| | • | | WAMJ votes on a case-by-case basis on proposals relating to changes in the investment objectives of an investment company taking into account the original intent of the fund and the role the fund plays in the clients’ portfolios. |
| | • | | WAMJ votes on a case-by-case basis all proposals that would result in increases in expenses (e.g., proposals to adopt 12b-1 plans, alter investment advisory arrangements or approve fund mergers) taking into account comparable expenses for similar funds and the services to be provided. |
4b. Voting Shares of Foreign Issuers
In the event WAMJ is required to vote on securities held in non-U.S. issuers – i.e. issuers that are incorporated under the laws of a foreign jurisdiction and that are not listed on a U.S. securities exchange or the NASDAQ stock market, the following guidelines are used, which are premised on the existence of a sound corporate governance and disclosure framework. These guidelines, however, may not be appropriate under some circumstances for foreign issuers and therefore apply only where applicable.
| | 1. | 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 a case-by-case basis on proposals relating to (1) the issuance of common stock in excess of 20% of a company’s outstanding common stock where shareholders do not have preemptive rights, or (2) the issuance of common stock in excess of 100% of a company’s outstanding common stock where shareholders have preemptive rights.
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 the long-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 a case-by-case basis, taking into consideration the Firm’s contractual obligations to our clients and all other relevant facts and circumstances at the time of the vote (such that these guidelines may be overridden to the extent the Firm deems appropriate).
In exercising its voting authority, WAMS will not consult or enter into agreements with officers, directors or employees of Legg Mason Inc. or any of its affiliates (other than Western Asset affiliated companies) regarding the voting of any securities owned by its clients.
Procedure
Responsibility and Oversight
The Western Asset Legal and Compliance Department is responsible for administering and overseeing the proxy voting process. The gathering of proxies is coordinated through the Corporate Actions area of Investment Support (“Corporate Actions”). Research analysts and portfolio managers are responsible for determining appropriate voting positions on each proxy utilizing any applicable guidelines contained in these procedures.
Client Authority
The Investment Management Agreement for each client is reviewed at account start-up for proxy voting instructions. If an agreement is silent on proxy voting, but contains an overall delegation of discretionary authority or if the account represents assets of an ERISA plan, Western Asset will assume responsibility for proxy voting. The Legal and Compliance Department maintains a matrix of proxy voting authority.
Proxy Gathering
Registered owners of record, client custodians, client banks and trustees (“Proxy Recipients”) that receive proxy materials on behalf of clients should forward them to Corporate Actions. Proxy Recipients for new clients (or, if Western Asset becomes aware that the applicable Proxy Recipient for an existing client has changed, the Proxy Recipient for the existing client) are notified at start-up of appropriate routing to Corporate Actions of proxy materials received and reminded of their responsibility to forward all proxy materials on a timely basis. If Western Asset personnel other than Corporate Actions receive proxy materials, they should promptly forward the materials to Corporate Actions.
Proxy Voting
Once proxy materials are received by Corporate Actions, they are forwarded to the 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 a case-by-case basis taking into account the voting guidelines contained in these procedures. For avoidance of doubt, depending on the best interest of each individual client, Western Asset may vote the same proxy differently for different clients. The analyst’s or portfolio manager’s basis for their decision is documented and maintained by the 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 to Section 204-2 of the Advisers Act and ERISA DOL Bulletin 94-2. These records include:
| | • | | A copy of Western Asset’s policies and procedures. |
| | • | | Copies of proxy statements received regarding client securities. |
| | • | | A copy of any document created by Western Asset that was material to making a decision how to vote proxies. |
| | • | | Each written client request for proxy voting records and Western Asset’s written response to both verbal and written client requests. |
| | • | | Exchange ticker symbol of the issuer’s shares to be voted; |
| | • | | Committee on Uniform Securities Identification Procedures (“CUSIP”) number for the shares to be voted; |
| | • | | A brief identification of the matter voted on; |
| | • | | Whether the matter was proposed by the issuer or by a shareholder of the issuer; |
| | • | | Whether a vote was cast on the matter; |
| | • | | A record of how the vote was cast; and |
| | • | | Whether the vote was cast for or against the recommendation of the issuer’s management team. |
Records are maintained in an easily accessible place for five years, the first two in Western Asset’s offices.
Disclosure
Western Asset’s proxy policies are described in the firm’s Part 2A of Form ADV. Clients will be provided a copy of these policies and procedures upon request. In addition, upon request, clients may receive reports on how their proxies have been voted.
Conflicts of Interest
All proxies are reviewed by the Legal and Compliance Department for material conflicts of interest. Issues to be reviewed include, but are not limited to:
| | • | | Whether Western (or, to the extent required to be considered by applicable law, its affiliates) manages assets for the company or an employee group of the company or otherwise has an interest in the company; |
| | • | | Whether Western or an officer or director of Western or the applicable portfolio manager or analyst responsible for recommending the proxy vote (together, “Voting Persons”) is a close relative of or |
| | has a personal or business relationship with an executive, director or person who is a candidate for director of the company or is a participant in a proxy contest; and |
| | • | | Whether there is any other business or personal relationship where a Voting Person has a personal interest in the outcome of the matter before shareholders. |
Voting Guidelines
Western Asset’s substantive voting decisions turn on the particular facts and circumstances of each proxy vote and are evaluated by the designated research analyst or portfolio manager. The examples outlined below are meant as guidelines to aid the decision making process.
Guidelines are grouped according to the types of proposals generally presented to shareholders. Part 1 deals with proposals which have been approved and are recommended by a company’s board of directors; Part 2 deals with proposals submitted by shareholders for inclusion in proxy statements; Part 3 addresses issues relating to voting shares of investment companies; and Part 4 addresses unique considerations pertaining to foreign issuers
Part 1 - Board Approved Proposals
The vast majority of matters presented to shareholders for a vote involve proposals made by a company itself that have been approved and recommended by its board of directors. In view of the enhanced corporate governance practices currently being implemented in public companies, Western Asset generally votes in support of decisions reached by independent boards of directors. More specific guidelines related to certain board-approved proposals are as follows:
| | • | | Matters relating to the Board of Directors. Western Asset votes proxies for the election of the company’s nominees for directors and for board-approved proposals on other matters relating to the board of directors with the following exceptions: |
| | • | | Votes are withheld for the entire board of directors if the board does not have a majority of independent directors or the board does not have nominating, audit and compensation committees composed solely of independent directors. |
| | • | | Votes are withheld for any nominee for director who is considered an independent director by the company and who has received compensation from the company other than for service as a director. |
| | • | | Votes are withheld for any nominee for director who attends less than 75% of board and committee meetings without valid reasons for absences. |
| | • | | Votes are cast on a case-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 a case-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 re-pricing of underwater options. |
| | • | | Western Asset votes against stock option plans that permit issuance of options with an exercise price below the stock’s current market price. |
| | • | | Except where the firm is otherwise withholding votes for the entire board of directors, Western Asset votes for employee stock purchase plans that limit the discount for shares purchased under the plan to no more than 15% of their market value, have an offering period of 27 months or less and result in dilution of 10% or less. |
| | • | | Matters relating to Capitalization. The management of a company’s capital structure involves a number of important issues, including cash flows, financing needs and market conditions that are unique to the circumstances of each company. As a result, Western Asset votes on a case-by-case basis on board-approved proposals involving changes to a company’s capitalization except where Western Asset is otherwise withholding votes for the entire board of directors. |
| | • | | 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 a case-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 a case-by-case basis on proposals to ratify or approve shareholder rights plans. |
| | • | | Western Asset votes on a case-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 a case-by-case basis on proposals to amend a company’s charter or bylaws. |
| | • | | Western Asset votes against authorization to transact other unidentified, substantive business at the meeting. |
Part 2 – Shareholder Proposals
SEC regulations permit shareholders to submit proposals for inclusion in a company’s proxy statement. These proposals generally seek to change some aspect of a company’s corporate governance structure or to change some aspect of its business operations. Western Asset votes in accordance with the recommendation of the company’s board of directors on all shareholder proposals, except as follows:
| | • | | Western Asset votes for shareholder proposals to require shareholder approval of shareholder rights plans. |
| | • | | Western Asset votes for shareholder proposals that are consistent with Western Asset’s proxy voting guidelines for board-approved proposals. |
| | • | | Western Asset votes on a case-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 or closed-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 a case-by-case basis on proposals relating to changes in the investment objectives of an investment company taking into account the original intent of the fund and the role the fund plays in the clients’ portfolios. |
| | • | | Western Asset votes on a case-by-case basis all proposals that would result in increases in expenses (e.g. proposals to adopt 12b-1 plans, alter investment advisory arrangements or approve fund mergers) taking into account comparable expenses for similar funds and the services to be provided. |
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 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 a case-by-case basis on proposals relating to (1) the issuance of common stock in excess of 20% of a company’s outstanding common stock where shareholders do not have pre-emptive rights, or (2) the issuance of common stock in excess of 100% of a company’s outstanding common stock where shareholders have pre-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 OF CLOSED-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 the day-to-day management with other members of the Fund’s portfolio management team; Chief Investment Officer of Western Asset from 1998 to 2008 and since 2014; Senior Advisor/Chief Investment Officer Emeritus of Western Asset from 2008-2013; Co- Chief Investment Officer of Western Asset from 2013-2014. |
| | |
Michael C. Buchanan Western Asset 385 East Colorado Blvd. Pasadena, CA 91101 | | Since 2014 | | Responsible for the day-to-day management with other members of the Fund’s portfolio management team; employed by Western Asset Management as an investment professional for at least the past five years; Managing Director and head of U.S. Credit Products from 2003-2005 at Credit Suisse Asset Management |
| | |
Christopher F. Kilpatrick Western Asset
385 East Colorado Blvd. Pasadena, CA 91101
| | Since 2014 | | Responsible for the day-to-day management with other members of the Fund’s portfolio management team; employed by Western Asset Management as an investment professional for at least the past five years. |
| | | | |
Christopher N. Jacobs Western Asset 385 East Colorado Blvd. Pasadena, CA 91101
| | Since 2014 | | Responsible for the day-to-day management with other members of the Fund’s portfolio management team; employed by Western Asset Management as an investment professional for at least the past five years. |
(a)(2): DATA TO BE PROVIDED BY FINANCIAL CONTROL
The following tables set forth certain additional information with respect to the fund’s portfolio managers for the fund. Unless noted otherwise, all information is provided as of April 30, 2022.
Other Accounts Managed by Portfolio Managers
The table below identifies the number of accounts (other than the fund) for which the fund’s portfolio managers have day-to-day management responsibilities and the total assets in such accounts, within each of the following categories: registered investment companies, other pooled investment vehicles, and other accounts. For each category, the number of accounts and total assets in the accounts where fees are based on performance is also indicated.
| | | | | | | | | | | | | | |
Name of PM | | Type of Account | | Number of
Accounts
Managed | | Total Assets
Managed | | | Number of
Accounts
Managed for
which Advisory
Fee is
Performance-
Based | | Assets Managed
for which
Advisory Fee
is
Performance-
Based | |
S. Kenneth Leech ‡ | | Other Registered Investment Companies | | 95 | | $ | 158.07 billion | | | None | | | None | |
| | Other Pooled Vehicles | | 332 | | $ | 76.97 billion | | | 25 | | $ | 2.85 billion | |
| | Other Accounts | | 589 | | $ | 195.41 billion | | | 23 | | $ | 16.59 billion | |
Michael C. Buchanan ‡ | | Other Registered Investment Companies | | 34 | | $ | 20.19 billion | | | None | | | None | |
| | Other Pooled Vehicles | | 78 | | $ | 26.17 billion | | | 8 | | $ | 1.56 billion | |
| | Other Accounts | | 174 | | $ | 68.40 billion | | | 9 | | $ | 6.62 billion | |
Christopher Kilpatrick ‡ | | Other Registered Investment Companies | | 9 | | $ | 3.72 billion | | | None | | | None | |
| | Other Pooled Vehicles | | 5 | | $ | 432 million | | | 2 | | $ | 217 million | |
| | Other Accounts | | None | | | None | | | None | | | None | |
| | | | | | | | | | | | |
Christopher Jacobs ‡ | | Other Registered Investment Companies | | None | | None | | None | | | None | |
| | Other Pooled Vehicles | | None | | None | | 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
Conflicts of Interest
The Subadviser has adopted compliance policies and procedures to address a wide range of potential conflicts of interest that could directly impact client portfolios. For example, potential conflicts of interest may arise in connection with the management of multiple portfolios (including portfolios managed in a personal capacity). These could include potential conflicts of interest related to the knowledge and timing of a portfolio’s trades, investment opportunities and broker selection. Portfolio managers are privy to the size, timing, and possible market impact of a portfolio’s trades.
It is possible that an investment opportunity may be suitable for both a portfolio and other accounts managed by a portfolio manager, but may not be available in sufficient quantities for both the portfolio and the other accounts to participate fully. Similarly, there may be limited opportunity to sell an investment held by a portfolio and another account. A conflict may arise where the portfolio manager may have an incentive to treat an account preferentially as compared to a portfolio because the account pays a performance-based fee or the portfolio manager, the Subadviser or an affiliate has an interest in the account. The Subadviser has adopted procedures for allocation of portfolio transactions and investment opportunities across multiple client accounts on a fair and equitable basis over time. Eligible accounts that can participate in a trade generally share the same price on a pro-rata allocation basis, taking into account differences based on factors such as cash availability, investment restrictions and guidelines, and portfolio composition versus strategy.
With respect to securities transactions, the Subadviser determines which broker or dealer to use to execute each order, consistent with their duty to seek best execution of the transaction. However, with respect to certain other accounts (such as pooled investment vehicles that are not registered investment companies and other accounts managed for organizations and individuals), the Subadviser may be limited by the client with respect to the selection of brokers or dealers or may be instructed to direct trades through a particular broker or dealer. In these cases, trades for a portfolio in a particular security may be placed separately from, rather than aggregated with, such other accounts. Having separate transactions with respect to a security may temporarily affect the market price of the security or the execution of the transaction, or both, to the possible detriment of a portfolio or the other account(s) involved. Additionally, the management of multiple portfolios and/or other accounts may result in a portfolio manager devoting unequal time and attention to the management of each portfolio and/or other account. The Subadviser’s team approach to portfolio management and block trading approach seeks to limit this potential risk.
The Subadviser also maintains a gift and entertainment policy to address the potential for a business contact to give gifts or host entertainment events that may influence the business judgment of an employee. Employees are permitted to retain gifts of only a nominal value and are required to make reimbursement for entertainment events above a certain value. All gifts (except those of a de minimis value) and entertainment events that are given or sponsored by a business contact are required to be reported in a gift and entertainment log which is reviewed on a regular basis for possible issues.
Employees of the Subadviser have access to transactions and holdings information regarding client accounts and the Subadviser’s overall trading activities. This information represents a potential conflict of interest because employees may take advantage of this information as they trade in their personal accounts. Accordingly, the Subadviser maintains a Code of Ethics that is compliant with Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act to address personal trading. In addition, the Code of Ethics seeks to establish broader principles of good conduct and fiduciary responsibility in all aspects of the Subadviser’s business. The Code of Ethics is administered by the Legal and Compliance Department and monitored through the Subadviser’s compliance monitoring program.
The Subadviser may also face other potential conflicts of interest with respect to managing client assets, and the description above is not a complete description of every conflict of interest that could be deemed to exist. The Subadviser also maintains a compliance monitoring program and engages independent auditors to conduct a SOC1/ISAE 3402 audit on an annual basis. These steps help to ensure that potential conflicts of interest have been addressed.
Investment Professional Compensation
With respect to the compensation of the Fund’s investment professionals, the Subadviser’s compensation system assigns each employee a total compensation range, which is derived from annual market surveys that benchmark each role with its job function and peer universe. This method is designed to reward employees with total compensation reflective of the external market value of their skills, experience and ability to produce desired results. Standard compensation includes competitive base salaries, generous employee benefits and a retirement plan.
In addition, the Subadviser’s employees are eligible for bonuses. These are structured to closely align the interests of employees with those of the Subadviser, and are determined by the professional’s job function and pre-tax performance as measured by a formal review process. All bonuses are completely discretionary. The principal factor considered is an investment professional’s investment performance versus appropriate peer groups and benchmarks (e.g., a securities index and with respect to the Fund, the benchmark set forth in the Fund’s Prospectus to which the Fund’s average annual total returns are compared or, if none, the benchmark set forth in the Fund’s annual report). Performance is reviewed on a 1, 3 and 5 year basis for compensation—with 3 and 5 years having a larger emphasis. The Subadviser may also measure an investment professional’s pre-tax investment performance against other benchmarks, as it determines appropriate. Because investment professionals are generally responsible for multiple accounts (including the Fund) with similar investment strategies, they are generally compensated on the performance of the aggregate group of similar accounts, rather than a specific account. Other factors that may be considered when making bonus decisions include client service, business development, length of service to the Subadviser, management or supervisory responsibilities, contributions to developing business strategy and overall contributions to the Subadviser’s business.
Finally, in order to attract and retain top talent, all investment professionals are eligible for additional incentives in recognition of outstanding performance. These are determined based upon the factors described above and include long-term incentives that vest over a set period of time past the award date.
Investment Professional Securities Ownership
The table below identifies the dollar range of securities beneficially owned by the named investment professional as of April 30, 2022.
| | |
Investment Professional(s) | | Dollar Range of
Portfolio
Securities
Beneficially
Owned |
S. Kenneth Leech | | A |
Christopher F. Kilpatrick | | A |
Michael C. Buchanan | | A |
Christopher N. Jacobs | | 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 BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS |
Not applicable.
| ITEM 10. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
Not applicable.
| ITEM 11. | CONTROLS AND PROCEDURES. |
| | (a) | The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a- 3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of the disclosure controls and procedures required by Rule 30a-3(b) under the 1940 Act and 15d-15(b) under the Securities Exchange Act of 1934. |
| | (b) | There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the 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 FOR CLOSED-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 Middle Market Income Fund Inc.
| | |
| By: | | /s/ Jane Trust |
| | Jane Trust |
| | Chief Executive Officer |
| |
| Date: | | June 27 2022 |
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: | | June 27 2022 |
| |
| By: | | /s/ Christopher Berarducci |
| | Christopher Berarducci |
| | Principal Financial Officer |
| |
| Date: | | June 27 2022 |
